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

FORM 10-K


[X]x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE     
SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the Fiscal Year EndedDecember 31, 20132015     

 

ORor     

[  ]¨

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 UTILITIESEVERSOURCE ENERGY
(a Massachusetts voluntary association)
One Federal Street
Building 111-4300 Cadwell Drive
Springfield, Massachusetts 0110501104
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 111-4300 Cadwell Drive
Springfield, Massachusetts 0110501104
Telephone:  (413) 785-5871

04-1961130






 
































































































Securities registered pursuant to Section 12(b) of the Act:



Registrant


Title of Each Class

Name of Each Exchange

   on Which Registered  

 

 

 

Northeast UtilitiesEversource Energy

Common Shares, $5.00 par value

New York Stock Exchange, Inc.

 

 

 


Securities registered pursuant to Section 12(g) of the Act:


Registrant

Title of Each Class

 

 

The Connecticut Light and Power Company

Preferred Stock, par value $50.00 per share, issuable in series, of which the following series are outstanding:



$1.90 

Series 

of 1947


$2.00 

Series

of 1947


$2.04 

Series

of 1949


$2.20 

Series

of 1949


3.90%

Series

of 1949


$2.06 

Series E

of 1954


$2.09 

Series F

of 1955


4.50% 

Series

of 1956


4.96% 

Series

of 1958


4.50% 

Series

of 1963


5.28% 

Series

of 1967


$3.24

Series G

of 1968


6.56%

Series

of 1968


NSTAR Electric Company


Preferred Stock, par value $100.00 per share, issuable in series, of which the following series are outstanding:



4.25% 

Series

 


4.78% 

Series

 


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


Indicate by check mark if the registrants are well-known seasoned issuers, as defined in Rule 405 of the Securities Act.


 

Yes

No

 

 

 

 

üx

¨


Indicate by check mark if the registrants are not required to file reports pursuant to Section 13 or Section 15(d) of the Act.


 

Yes

No

 

 

 

 

¨

üx


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

 

 

 

 

üx

¨


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

 

 

 

 

üx

¨





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants' knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  []



¨


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


 

Large
Accelerated Filer

 

Accelerated
Filer

 

Non-accelerated
Filer

 

 

 

 

 

 

Northeast UtilitiesEversource Energy

üx

 

¨

 

¨

The Connecticut Light and Power Company

¨

 

¨

 

üx

NSTAR Electric Company

¨

 

¨

 

üx

Public Service Company of New Hampshire

¨

 

¨

 

üx

Western Massachusetts Electric Company

¨

 

¨

 

üx


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


 

Yes

No

 

 

 

Northeast UtilitiesEversource Energy

¨

üx

The Connecticut Light and Power Company

¨

üx

NSTAR Electric Company

¨

üx

Public Service Company of New Hampshire

¨

üx

Western Massachusetts Electric Company

¨

üx


The aggregate market value of Northeast Utilities’Eversource Energy’s Common Shares, $5.00 par value, held by non-affiliates, computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of Northeast Utilities’Eversource Energy's most recently completed second fiscal quarter (June 30, 2013)2015) was $13,224,337,788based$14,345,789,335 based on a closing salesmarket price of $42.02per$45.41per share for the 314,715,321315,916,964 common shares outstanding on June 30, 2013.  


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.2015.  


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 January 31, 20132016

Northeast UtilitiesEversource Energy
Common shares, $5.00 par value

315,434,940317,191,249 shares


The Connecticut Light and Power Company
Common stock, $10.00 par value


NSTAR Electric Company

Common Stock, $1.00 par value

6,035,205 shares



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


Eversource Energy 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.


Eversource Energy, The Connecticut Light and Power Company, NSTAR Electric Company, Public Service Company of New Hampshire, and Western Massachusetts Electric Company each separately file this combined Form 10-K.  Information contained herein relating to any individual registrant is filed by such registrant on its own behalf.  Each registrant makes no representation as to information relating to the other registrants.




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:

Current or former Eversource Energy companies, segments or investments:

Eversource, ES or the Company

Eversource Energy and subsidiaries

Eversource parent or ES parent

Eversource Energy, a public utility holding company

ES parent and other companies

ES parent and other companies are comprised of Eversource parent, Eversource Service and other subsidiaries, which primarily includes our unregulated businesses, HWP Company, The Rocky River Realty Company (a real estate subsidiary), and the consolidated operations of CYAPC and YAEC

CL&P

The Connecticut Light and Power Company

NSTAR Electric

NSTAR Electric Company

PSNH

Public Service Company of New Hampshire

WMECO

Western Massachusetts Electric Company

NSTAR Gas

NSTAR Gas Company

Yankee Gas

Yankee Gas Services Company

NPT

Northern Pass Transmission LLC

Eversource Service

Eversource Energy Service Company (effective January 1, 2014 includes the operations of NSTAR Electric & Gas)

NSTAR Electric & Gas

NSTAR Electric & Gas Corporation, a former Eversource Energy service company (effective January 1, 2014 merged into Eversource Energy Service Company)

CYAPC

Connecticut Yankee Atomic Power Company

Hopkinton

Hopkinton LNG Corp., a wholly owned subsidiary of Yankee Energy System, Inc.

HWP

HWP Company, formerly the Holyoke Water Power Company

MYAPC

Maine Yankee Atomic Power Company

NGSYAEC

Northeast Generation Services Company

NPT

Northern Pass Transmission LLC

NSTAR

Parent Company of NSTAR Electric, NSTAR Gas and other subsidiaries (prior to the merger with NU)

NSTAR Electric

NSTARYankee Atomic Electric Company

NSTAR GasYankee Companies

NSTAR Gas Company

NU Enterprises

NU Enterprises, Inc., the parent company of NGS, Select Energy, Select Energy Contracting, Inc., E.S. Boulos CompanyCYAPC, YAEC and NSTAR Communications, Inc.

NU or the Company

Northeast Utilities and subsidiaries

NU parent and other companies

NU parent and other companies is comprised of NU parent, NUSCO and other subsidiaries, which primarily include NU Enterprises, 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 HampshireMYAPC

Regulated companies

NU'sThe Eversource Regulated companies are 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: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: 

 

Other Terms and Abbreviations:

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

CO2

Carbon dioxide

CPSL

Capital Projects Scheduling List

CTA

Competitive Transition Assessment

CWIP

Construction workWork in progressProgress

EPS

Earnings Per Share

ERISA

Employee Retirement Income Security Act of 1974

ES 2014 Form 10-K

DefaultThe Eversource Energy Service and Subsidiaries 2014 combined Annual Report on Form 10-K as filed with the SEC

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



i






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

kVa

Kilovolt-ampere

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)

LBR

Lost Base Revenue

LNG

Liquefied natural gas

LOC 

Letter of Credit 

LRS

Supplier of last resort service

MGP

Manufactured Gas Plant

Millstone

Millstone Nuclear Generating station, made up of Millstone 1, Millstone 2, and Millstone 3.  All three units were sold in March 2001.  

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

NOx

Nitrogen oxide

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 SECoxides

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 NUPlans 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).non-qualified defined benefit retirement plans

SIP

Simplified Incentive Plan

SO2

Sulfur dioxide

SS

Standard service

TCAM

Transmission Cost Adjustment Mechanism

TSA

Transmission Service Agreement

UI

The United Illuminating Company



ii



NORTHEAST UTILITIESEVERSOURCE ENERGY 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

20132015 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS


 

PartPage

PART I

Page

Item 1.

Business

2

Item 1A.

Risk Factors

1816

Item 1B.

Unresolved Staff Comments

2319

Item 2.

Properties

2319

Item 3.

Legal Proceedings

2521

Item 4.

Mine Safety Disclosures

2622

 

Part

PART II

 

Item 5.

Market for the Registrants' Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

2824

Item 6.

Selected Consolidated Financial Data

3026

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

3228

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

6860

Item 8.

Financial Statements and Supplementary Data

6961

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

162136

Item 9A.

Controls and Procedures

162136

Item 9B.

Other Information

162136

 

Part

PART III

 

Item 10.

Directors, Executive Officers and Corporate Governance

163137

Item 11.

Executive Compensation

166140

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

187165

Item 13.

Certain Relationships and Related Transactions, and Director Independence

188166

Item 14.

Principal Accountant Fees and Services

189167

 

Part

PART IV

 

Item 15.

Exhibits and Financial Statement Schedules

191169

Signatures

192170



iii



NORTHEAST UTILITIESEVERSOURCE ENERGY 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



SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES

LITIGATION REFORM ACT OF 1995


References in this Annual Report on Form 10-K to "NU,"Eversource," "the Company," "we," "our," and "us" refer to Northeast UtilitiesEversource and its consolidated subsidiaries, includingsubsidiaries.  On April 30, 2015, the Company's legal name was changed from Northeast Utilities to Eversource Energy.  CL&P, NSTAR Electric, PSNH and its subsidiaries for periods after April 10, 2012.WMECO are each doing business as Eversource Energy.  


From time to time we make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, assumptions of future events, future financial performance or growth and other statements that are not historical facts.  These statements are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  You can generally identify our forward-looking statements through the use of words or phrases such as "estimate," "expect," "anticipate," "intend," "plan," "project," "believe," "forecast," "should," "could," and other similar expressions.  Forward-looking statements are based on the current expectations, estimates, assumptions or projections of management and are not guarantees of future performance.  These expectations, estimates, assumptions or projections may vary materially from actual results.  Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors that could cause our actual results to differ materially from those contained in our forward-looking statements, including, but not limited to:


·

cyber breaches, acts of war or terrorism, or grid disturbances,

·

the possibility that expected merger synergies will not be realized or will not be realized within the expected time period,

·

actions or inaction of local, state and federal regulatory, public policy and taxing bodies,

·

changes in business andconditions, which could include disruptive technology related to our current or future business model,

·

changes in economic conditions, including their impact on interest rates, bad debt expense,tax policies, and customer demand for our products and services,payment ability,

·

fluctuations in weather patterns,

·

changes in laws, regulations or regulatory policy,

·

changes in levels or timing of capital expenditures,

·

disruptions in the capital markets or other events that make our access to necessary capital more difficult or costly,

·

developments in legal or public policy doctrines,

·

technological developments,

·

changes in accounting standards and financial reporting regulations,

·

actions of rating agencies, and

·

other presently unknown or unforeseen factors.  


Other risk factors are detailed in our reports filed with the SEC and updated as necessary, and we encourage you to consult such disclosures.


All such factors are difficult to predict, contain uncertainties that may materially affect our actual results and are beyond our control.  You should not place undue reliance on the forward-looking statements, each speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.  New factors emerge from time to time and it is not possible for us to predict all of such factors, nor can we assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.  For more information, see Item 1A, Risk Factors, included in this combined Annual Report on Form 10-K. This Annual Report on Form 10-K also describes material contingencies and critical accounting policies in the accompanyingManagement’sManagement's Discussion and Analysis of Financial Condition and Results of OperationsandCombined Notes to Consolidated Financial Statements.  We encourage you to review these items.



























































































1



NORTHEAST UTILITIES

EVERSOURCE ENERGY 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


PART I


Item 1.

Business


Please refer to the Glossary of Terms for definitions of defined terms and abbreviations used in this combined Annual Report on Form 10-K.


NU,Eversource Energy, headquartered in Boston, Massachusetts and Hartford, Connecticut, is a public utility holding company subject to regulation by the FERC under the Public Utility Holding Company Act of 2005.  We are engaged primarily in the energy delivery business through the following wholly owned utility subsidiaries:


·

The Connecticut Light and Power Company (CL&P), a regulated electric utility that serves residential, commercial and industrial customers in parts of Connecticut;


·

NSTAR Electric Company (NSTAR Electric), a regulated electric utility that serves residential, commercial and industrial customers in parts of eastern Massachusetts;


·

Public Service Company of New Hampshire (PSNH), a regulated electric utility that serves residential, commercial and industrial customers in parts of New Hampshire and owns generation assets used to serve customers;


·

Western Massachusetts Electric Company (WMECO), a regulated electric utility that serves residential, commercial and industrial customers in parts of western Massachusetts and owns solar generating assets;


·

NSTAR Gas Company (NSTAR Gas), a regulated natural gas utility that serves residential, commercial and industrial customers in parts of Massachusetts; and


·

Yankee Gas Services Company (Yankee Gas), a regulated natural gas utility that serves residential, commercial and industrial customers in parts of Connecticut.


NUCL&P, NSTAR Electric, PSNH and WMECO also owns certain unregulated businessesserve New England customers through its wholly owned subsidiary, NU Enterprises, which is included in its Parent and other companies’ results of operations.Eversource Energy's electric transmission business.


NU,On April 30, 2015, the Company's legal name was changed from Northeast Utilities to Eversource Energy. CL&P, NSTAR Electric, PSNH and

WMECO are each doing business as Eversource Energy.


Eversource Energy, CL&P, NSTAR Electric, PSNH and WMECO each report their financial results separately.  We also include information in this report on a segment basis for NU.  NUEversource Energy.  Eversource Energy recognizes three reportable segments, which aresegments: electric distribution, electric transmission and natural gas distribution.  NU’sEversource Energy's electric distribution segment includes the generation businesses of PSNH and WMECO.  These three segments represented substantially all of NU'sEversource Energy's total consolidated revenues for the years ended December 31, 20132015 and 2012.2014.  CL&P, NSTAR Electric, PSNH and WMECO do not report separate business segments.   


MERGER WITH NSTAR


On April 10, 2012, NU completed its merger with NSTAR (Merger).  Pursuant to the terms and conditions of the Agreement and Plan of Merger, as amended,NSTAR and its subsidiaries became wholly-owned subsidiaries of NU.  NU’s consolidated financial statements include the results of operations of NSTAR and its subsidiaries (NSTAR) for the period after April 10, 2012.


ELECTRIC DISTRIBUTION SEGMENT


General


NU’sEversource Energy's electric distribution segment consists of the distribution businesses of CL&P, NSTAR Electric, PSNH and WMECO, which are engaged in the distribution of electricity to retail customers in Connecticut, eastern Massachusetts, New Hampshire and western Massachusetts, respectively, plus the regulated electric generation businesses of PSNH and WMECO.  




2



The following table shows the sources of 20132015 electric franchise retail revenues for NU’sEversource Energy's electric distribution companies, collectively, based on categories of customers:


(Thousands of Dollars, except percentages)

 

2013

 

% of Total

 

2015

 

% of Total

Residential

$

 3,073,181 

 

52   

$

3,608,155 

 

55   

Commercial(1)

 

 2,387,535 

 

31   

 

2,476,686 

 

38   

Industrial

 

339,917 

 

16   

 

326,564 

 

5   

Other and Eliminations

 

 56,547 

 

1   

Other

 

151,195 

 

2   

Total Retail Electric Revenues

$

 5,857,180 

 

100%

$

6,562,600 

 

100%


(1)   Commercial retail electric revenue includes Streetlighting and Railroad retail revenue.

2



A summary of our distribution companies’companies' retail electric GWh sales volumes and percentage changes for 2013,2015, as compared to 2012,2014, is as follows:


 

 

2013

 

2012(1)

 

Percentage
Change

Residential 

 

21,896

 

21,374

 

2.4 %

Commercial(2)

 

27,787

 

27,647

 

0.5 %

Industrial 

 

5,648

 

5,787

 

(2.4)%

Total

 

55,331

 

54,808

 

1.0 %


(1)

Results include retail electric sales of NSTAR Electric for all of 2012 for comparative purposes only.  

(2)

Commercial retail electric GWh sales include Streetlighting and Railroad retail sales.

 

2015

 

2014

 

Percentage
Change

Residential 

21,441 

 

21,317 

 

0.6 %

Commercial

27,598 

 

27,449 

 

0.5 %

Industrial 

5,577 

 

5,676 

 

(1.7)%

Total

54,616 

 

54,442 

 

0.3 %


Our 20132015 consolidated retail electric sales volumes were slightly higher, as compared to 2012,2014, due primarily to the impact of colder winter weather experienced in the first quarter of 2015 and warmer weather in the firstthird quarter of 2015, partially offset by milder winter weather in the fourth quarter of 2015 throughout our service territories as well as an increase in customer conservation efforts, including the impact of energy efficiency programs sponsored by CL&P, NSTAR Electric, PSNH and fourth quarters of 2013.  The 2013WMECO.


Fluctuations in retail electric sales for CL&P,volumes at NSTAR Electric and PSNH increased while they remained unchanged for WMECO, as compared to 2012, due primarily to colder weather in the first and fourth quarters of 2013.  In 2013, heating degree days were 17 percent higher in Connecticut and western Massachusetts, 16 percenthigher in the Boston metropolitan area, and 15 percent higher in New Hampshire, and cooling degree days were 7 percent lower in Connecticut and western Massachusetts, 2 percenthigher in the Boston metropolitan area, and 9 percent lower in New Hampshire, as compared to 2012.  On a weather-normalized basis (based on 30-year average temperatures), 2013 retail electric sales forimpact earnings.  For CL&P (effective December 1, 2014) and PSNH increased, while they decreased for NSTAR Electric and WMECO, as compared to 2012.  The 2013 weather-normalized NU consolidated total retail electric sales remained relatively unchanged, as compared to 2012.


For WMECO, fluctuations in retail electric sales volumes do not impact earnings due to the DPU-approvedtheir respective regulatory commission approved revenue decoupling mechanism.  Under this decoupling mechanism, WMECO has an overall fixed annual level ofmechanisms.  These distribution delivery service revenues of $132.4 million, comprised ofare decoupled from their customer base rate revenues of$125.4 million and a baseline low income discount recovery of $7 million.  These two mechanisms effectively breaksales volumes, which breaks the relationship between sales volumevolumes and revenues recognized.  CL&P and WMECO reconcile their annual base distribution rate recovery amounts to their respective pre-established levels of baseline distribution delivery service revenues.  Any difference between the allowed level of distribution revenue and the actual amount incurred during a 12-month period is adjusted through rates in the following period.


ELECTRIC DISTRIBUTION – CONNECTICUT


THE CONNECTICUT LIGHT AND POWER COMPANY


CL&P’s&P's distribution business consists primarily of the purchase, delivery and sale of electricity to its residential, commercial and industrial customers.  As of December 31, 2013,2015, CL&P furnished retail franchise electric service to approximately 1.2 million customers in 149 cities and towns in Connecticut, covering an area of 4,400 square miles.  CL&P does not own any electric generation facilities.  


The following table shows the sources of CL&P’s 2013&P's 2015 electric franchise retail revenues based on categories of customers:


 

CL&P

(Thousands of Dollars, except percentages)

 

2013

 

% of Total

Residential

$

 1,294,160 

 

58   

Commercial(1)

 

 780,585 

 

35   

Industrial

 

 129,557 

 

6   

Other

 

18,671 

 

1   

Total Retail Electric Revenues

$

2,222,973 

 

100%


(1)    Commercial retail electric revenue includes Streetlighting and Railroad retail revenue.




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CL&P

(Thousands of Dollars, except percentages)

 

2015

 

% of Total

Residential

$

1,641,165 

 

61   

Commercial

 

841,093 

 

31   

Industrial

 

129,544 

 

5   

Other

 

62,704 

 

3   

Total Retail Electric Revenues

$

2,674,506 

 

100%


A summary of CL&P’s&P's retail electric GWh sales volumes and percentage changes for 2013,2015, as compared to 2012,2014, is as follows:


 

 

2013

 

2012

 

Percentage
Change

Residential 

 

10,314

 

9,978

 

3.4 %

Commercial(1)

 

9,770

 

9,705

 

0.7 %

Industrial 

 

2,320

 

2,426

 

(4.4)%

Total

 

22,404

 

22,109

 

1.3 %


(1)    Commercial retail electric GWh sales include Streetlighting and Railroad retail sales.

 

2015

 

2014

 

Percentage
Change

Residential

10,094 

 

10,026 

 

0.7 %

Commercial

9,635 

 

9,643 

 

(0.1)%

Industrial 

2,342 

 

2,377 

 

(1.5)%

Total

22,071 

 

22,046 

 

0.1 %


Rates


CL&P is subject to regulation by the PURA, which, among other things, has jurisdiction over rates, accounting procedures, certain dispositions of property and plant, mergers and consolidations, issuances of long-term securities, standards of service and construction and operation of facilities.  CL&P's present general rate structure consists of various rate and service classifications covering residential, commercial and industrial services.  CL&P's retail rates include a delivery service component, which includes distribution, transmission, conservation, renewables, CTA, SBC and other charges that are assessed on all customers.  Connecticut utilities are entitled under state law to charge rates that are sufficient to allow them an opportunity to recover their reasonable operationoperating and capital costs, in order to attract needed capital and maintain their financial integrity, while also protecting relevant public interests.


Under Connecticut law, all of CL&P's customers are entitled to choose their energy suppliers, while CL&P remains their electric distribution company.  For those customers who do not choose a competitive energy supplier, under SS rates for customers with less than 500 kilowatts of demand, and LRS rates for customers with 500 kilowatts or more of demand, CL&P purchases power under standard offer contracts and passes the cost of the power to customers through a combined GSC and FMCC charge on customers’customers' bills.  


CL&P continues to supply approximately 5640 percent of its customer load at SS or LRS rates while the other 4460 percent of its customer load has migrated to competitive energy suppliers.  Because this customer migration is only for energy supply service, it has no impact on CL&P’s delivery&P's electric distribution business or its operating income.




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The rates established by the PURA for CL&P are comprised of the following:


·

An electric generation services charge (GSC), which recovers energy-related costs incurred as a result of providing electric generation service supply to all customers that have not migrated to competitive energy suppliers.  This chargeThe GSC is adjusted periodically and reconciled semi-annually in accordance with the directivespolicies and procedures of PURA.the PURA, with any differences refunded to, or recovered from, customers.


·

A revenue decoupling adjustment (effective December 1, 2014) that reconciles the amounts recovered from customers, on an annual basis, to the distribution revenue requirement approved by the PURA in its last rate case, which currently is an annual amount of $1.059 billion.


·

A distribution charge, which includes a fixed customer charge and a demand and/or energy charge to collect the costs of building and expanding the infrastructure to deliver power to its destination,customers, as well as ongoing operating costs to maintain suchthe infrastructure.  


·

A federally-mandated congestion charge or FMCC,(FMCC), which recovers any costs imposed by the FERC as part of the New England Standard Market Design, including locational marginal pricing, locational installed capacity payments, and any costs approved by the PURA to reduce these charges.  This chargeThe FMCC also recovers costs associated with CL&P’s&P's system resiliency program.  This chargeThe FMCC is adjusted periodically and reconciled semi-annually in accordance with the directivespolicies and procedures of PURA.the PURA, with any differences refunded to, or recovered from, customers.


·

A transmission charge that recovers the cost of transporting electricity over high voltage lines from generating plants to substations, including costs allocated by ISO-NE to maintain the wholesale electric market.


·

A competitive transition assessment charge (CTA), assessed to recover stranded costs associated with electric industry restructuring such as various IPP contracts.  This chargeThe CTA is reconciled annually to actual costs incurred and reviewed by the PURA, with any difference refunded to, or recovered from, customers.


·

A systemsystems benefits charge (SBC), established to fund expenses associated with:  various hardship and low income programs; a program to compensate municipalities for losses in property tax revenue due to decreases in the value of electric generating facilities resulting directly from electric industry restructuring; and unfunded storage and disposal costs for spent nuclear fuel generated before 1983.  This chargerestructuring.  The SBC is reconciled annually to actual costs incurred and reviewed by the PURA, with any difference refunded to, or recovered from, customers.  


·

A RenewableClean Energy Investment Fund charge, which is used to promote investment in renewable energy sources.  FundsAmounts collected by this charge are deposited into the RenewableClean Energy Investment Fund and administered by Connecticut Innovations.the Clean Energy Finance and Investment Authority.  The RenewableClean Energy Investment Fund charge is set by statute and is currently 0.1 cent per kWh.


·

A conservation charge, comprised of a statutory rate established to implement cost-effective energy conservation programs and market transformation initiatives, plus a conservation adjustment mechanism charge to recover the residual energy efficiency spending associated with the expanded energy efficiency costs directed by the Comprehensive Energy Strategy Plan for Connecticut.



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Expense/revenue reconciliation amounts for the electric generation services charge and the FMCC are recovered in subsequent rates.


As required by regulation, CL&P, jointly with UI, has entered into fourthe following contracts whereby UI will share 20 percent and CL&P will share 80 percent of the costs and benefits (CL&P's portion of these costs are either recovered from, or refunded to, customers through the FMCC charge):


·

Four CfDs for a total of(totaling approximately 787 MW of capacity consisting ofcapacity) with three electric generation units and one demand response project.  The capacity CfDsproject, which extend through 2026 and obligate the utilities to pay the difference between a set price and the value that the generation units receive in the ISO-NE markets.  The contracts have terms of up to 15 years beginning in 20092009.  The capacity CfDs obligate both CL&P and are subjectUI to make or receive payments on a sharing agreement with UI, whereby UI will havemonthly basis to or from the project and generation owners based on the difference between a 20 percent share ofcontractually set capacity price and the costs and benefits of these contracts.  CL&P's portion of the costs and benefits of these contracts will be paid by or refunded to CL&P's customers through the FMCC charge.  The amounts of these payments are subject to changes in capacity and forward reservemarket prices that the projectsproject and generation owners receive in the ISO-NE capacity markets.


In 2008, CL&P entered into three·

Three CfDs with developers of peaking generation units approved by the PURA (Peaker CfDs). These units have a total of(totaling approximately 500 MW of peaking capacity. As directed by the PURA, CL&P and UI have entered into a sharing agreement, whereby CL&P is responsible for 80 percent and UI for 20 percent of the net costs or benefits of these CfDs.capacity) with three peaking generation units.  The Peakerthree peaker CfDs pay the developergeneration owners the difference between capacity, forward reserve and energy market revenues and a cost-of service payment stream for 30 years. The ultimate cost or benefit to CL&P under these contracts will depend on theyears beginning in 2008 (including costs of plant operation and the prices that the projectsgeneration owners receive for capacity and other products in the ISO-NE markets. CL&P's portion of the amounts paid or received under the Peaker CfDs will be recoverable from or refunded to CL&P's customers.markets).  


On June 30, 2010, PURA issued a final order in CL&P’s most recent retail distribution rate case approving distribution rates and establishing CL&P’s authorized distribution regulatory ROE at 9.4 percent.  ·


On March 13, 2012, NU and NSTAR reached a comprehensive settlement agreement with the Connecticut Attorney General and the Connecticut Office of Consumer Counsel related to the merger.  The settlement agreement covered a variety of matters, including a CL&P base distribution rate freeze until December 1, 2014.


On September 19, 2013, CL&P, along with another Connecticut utility, signed long-termLong-term commitments as required by regulation, to purchase approximately 250 MW of wind power from a Maine wind farm and 20 MW of solar power from sitesa multi-site project in Connecticut, at a combined average priceConnecticut.  Both of less than $0.08 per kWh. On October 23, 2013, PURA issued a final decision accepting the contracts. The twothese projects are expected to be operational by the end of 2016.


On December 17, 2014 the PURA approved CL&P's application to amend customer rates, effective December 1, 2014, for a total base distribution rate increase of $152 million, which includes an authorized ROE of 9.02 percent for the first twelve month period and 9.17 percent thereafter.  The distribution rate increase included a revenue decoupling mechanism effective December 1, 2014, and the recovery of 2011 and 2012 storm restoration costs and system resiliency costs.  Also in December 2014, the PURA granted a re-opener request to CL&P’s base distribution rate application for further review of the appropriate balance of ADIT utilized in the calculation of rate base.  On July 2, 2015, the PURA issued a final order that approved a settlement agreement filed on May 19, 2015 between CL&P and the PURA Prosecutorial Staff, and which included an increase to total allowed annual revenue requirements of $18.4 million beginning December 1, 2014.




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Sources and Availability of Electric Power Supply


As noted above, CL&P does not own any generation assets and purchases energy to serve its SS and LRS loads from a variety of competitive sources through periodic requests for proposals.  CL&P enters into supply contracts for SS periodically for periods of up to one year for its residential and small and medium load commercial and industrial customers.  CL&P enters into supply contracts for LRS for larger commercial and industrial customers every three months.  Currently, CL&P has contracts in place with various wholesale suppliers for firm requirements service for 70 percent of its SS loads for the first half of 2014, and has energy contracts in place to self-supply the remaining 30 percent for the first half of 2014.  For the second half of 2014, CL&P has 50 percent of its SS load under contract with various wholesale suppliers for firm requirements service and energy contracts in place to self-supply 10 percent.  CL&P intends to purchase 20 to 30 percent of the SS load for the second half of 2014 from wholesale suppliers for firm requirements service and will self-supply the remainder needed.  None of the SS load for 2015 has been procured.  CL&P has contracts in place for its LRS loads through the second quarter of 2014, and CL&P intends to purchase 100 percent of the LRS load for the third and fourth quarter of 2014 from wholesale suppliers for firm requirements service.


ELECTRIC DISTRIBUTION – MASSACHUSETTS


NSTAR ELECTRIC COMPANY

WESTERN MASSACHUSETTS ELECTRIC COMPANY


The electric distribution businesses of NSTAR Electric and WMECO consist primarily of the purchase, delivery and sale of electricity to residential, commercial and industrial customers within their respective franchise service territories.  As of December 31, 2013, NSTAR Electric furnished retail franchise electric service to approximately 1.2 million customers in Boston and 80 surrounding cities and towns in Massachusetts, including Cape Cod and Martha’s Vineyard, covering an area of 1,702 square miles.  WMECO provides retail franchise electric service to approximately 207,000 retail customers in 59 cities and towns in the western region of Massachusetts, covering an area of 1,500 square miles.  Neither NSTAR Electric nor WMECO owns any fossil or hydro-electric generating facilities, and each purchases its respective energy requirements from third party suppliers.  


In 2009, WMECO was authorized by the DPU to install 6 MW of solar energy generation in its service territory.  In October 2010, WMECO completed development of a 1.8 MW solar generation facility on a site in Pittsfield, Massachusetts, and in December 2011 completed development of a 2.3 MW solar generation facility in Springfield, Massachusetts.  On September 4, 2013, the DPU approved WMECO's proposal to build a third solar generation facility and expand its solar energy portfolio from 6 MW to 8 MW.  On October 22, 2013, WMECO announced it would install a 3.9 MW solar generation facility on a site in East Springfield, Massachusetts.  The facility is expected to be completed in mid-2014 with an estimated cost of approximately $15 million.  WMECO will sell all energy and other products from its solar generation facilities into the ISO-NE market.  NSTAR Electric does not own any solar generating facilities, but agreed to enter into long-term contracts for 10 megawatts of solar power in connection with the Department of Energy Resources settlement agreement that approved the Merger in Massachusetts.  NSTAR Electric has entered in two contracts for 5 MW of capacity,



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which were approved by the DPU in May, 2013.  However these contracts were terminated on November 6, 2013 by mutual agreement of the parties.  NSTAR Electric expects to meet its merger commitment by issuing a request for proposals to enter into long-term contracts for additional renewable solar generation.  


The following table shows the sources of the 2013 electric franchise retail revenues of NSTAR Electric and WMECO based on categories of customers:


 

 

NSTAR Electric

 

WMECO

(Thousands of Dollars, except percentages)

 

2013

 

% of Total

 

2013

 

% of Total

Residential

$

1,066,673

 

45

 

$

228,632

 

57  

Commercial(1)

 

1,181,678

 

25

 

 

131,763

 

33  

Industrial

 

98,130

 

29

 

 

41,218

 

10  

Other

 

17,092

 

1

 

 

(882)

 

-  

Total Retail Electric Revenues

$

2,363,573

 

100%

 

$

400,731

 

100%


(1)    Commercial retail electric revenue includes Streetlighting and Railroad retail revenue.


A summary of NSTAR Electric’s and WMECO’s retail electric GWh sales and percentage changes for 2013, as compared to 2012, is as follows:


 

 

NSTAR Electric

 

WMECO

 

 

2013

 

2012

 

Percentage
Change

 

2013

 

2012

 

Percentage
Change

Residential 

 

6,831

 

6,741

 

1.3 %

 

 1,544

 

 1,517

 

1.7 %

Commercial(1)

 

13,163

 

13,115

 

0.4 %

 

 1,496

 

 1,503

 

(0.4)%

Industrial 

 

1,312

 

1,353

 

(3.0)%

 

 643

 

 663

 

(3.0)%

Total

 

21,306

 

21,209

 

0.5 %

 

 3,683

 

 3,683

 

- %


(1)    Commercial retail electric GWh sales include Streetlighting and Railroad retail sales.


Rates


NSTAR Electric and WMECO are each subject to regulation by the DPU, which has jurisdiction over, among other things, rates, accounting procedures, certain dispositions of property and plant, mergers and consolidations, issuances of long-term securities, acquisition of securities, standards of service and construction and operation of facilities.  The present general rate structure for both NSTAR Electric and WMECO consists of various rate and service classifications covering residential, commercial and industrial services.  Massachusetts utilities are entitled under state law to charge rates that are sufficient to allow them an opportunity to recover their reasonable operation and capital costs, to attract needed capital and maintain their financial integrity, while also protecting relevant public interests.


Under Massachusetts law, all customers of each of NSTAR Electric and WMECO are entitled to choose their energy suppliers, while NSTAR Electric or WMECO, as the case may be, remains their distribution company.  Both NSTAR Electric and WMECO purchase power from competitive suppliers for, and pass through the cost to, their respective customers who do not choose a competitive energy supplier (basic service).  Basic service charges are adjusted and reconciled on an annual basis.  Most of the residential and small commercial and industrial customers of NSTAR Electric and WMECO have continued to buy their power from NSTAR Electric or WMECO, as the case may be, at basic service rates.  Most large commercial and industrial customers have switched to a competitive energy supplier.


The Cape Light Compact, an inter-governmental organization consisting of the 21 towns and two counties on Cape Cod and Martha’s Vineyard, serves 200,000 customers through the delivery of energy efficiency programs, effective consumer advocacy, competitive electricity supply and green power options.  NSTAR Electric continues to provide electric service to these customers including the delivery of power, meter reading, billing, and customer service.


NSTAR Electric continues to supply approximately 46 percent of its customer load at basic service rates while the other 54 percent of its customer load has migrated to competitive energy suppliers.  WMECO continues to supply approximately 49 percent of its customer load at basic service rates while the other 51 percent of its customer load has migrated to competitive energy suppliers.  Because customer migration is limited to energy supply service, it has no impact on the delivery business or operating income of NSTAR and WMECO.


The rates established by the DPU for NSTAR Electric and WMECO are comprised of the following:


·

A basic service charge that represents the collection of energy costs, including costs related to charge-offs of uncollected energy costs.  Electric distribution companies in Massachusetts are required to obtain and resell power to retail customers through basic service for those who choose not to buy energy from a competitive energy supplier.  Basic service rates are reset every six months (every three months for large commercial and industrial customers).  Additionally, the DPU has authorized NSTAR Electric to recover the cost of its Dynamic Pricing Smart Grid Pilot Program through the basic service charge.  Basic service costs are reconciled annually.



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·

A distribution charge, which includes a fixed customer charge and a demand and/or energy charge to collect the costs of building and expanding the infrastructure to deliver power to its destination, as well as ongoing operating costs.


·

For WMECO, a revenue decoupling adjustment, that reconciles distribution revenue, on an annual basis, to the amount of distribution revenue approved by the DPU in its last rate case.


·

A transmission charge that recovers the cost of transporting electricity over high voltage lines from generating plants to substations, including costs allocated by ISO-NE to maintain the wholesale electric market.  


·

A transition charge that represents costs to be collected primarily from previously held investments in generating plants, costs related to existing above-market power contracts, and contract costs related to long-term power contracts buy-outs.


·

Reconciling adjustment charges that recover certain DPU-approved costs, including a pension and PBOP rate to recover incremental pension and PBOP benefit costs, a  residential assistance adjustment factor to recover the cost of low income discounts, a net-metering surcharge to collect the lost revenue and credits associated with net-metering facilities installed by customers, a storm recovery charge to collect certain storm related costs, and an energy efficiency reconciliation factor to recover energy efficiency program costs and lost base revenues in addition to those charges recovered in the energy efficiency charge.  In addition to these adjustments, NSTAR Electric has a reconciling adjustment charge that collects certain safety and reliability program costs and costs related to its Smart Grid pilot program, while WMECO has a reconciling adjustment charge that recovers costs associated with certain solar projects owned and operated by WMECO.


·

A renewable energy charge that represents a legislatively-mandated charge to collect the costs to support the development and promotion of renewable energy projects.


·

An energy efficiency charge that represents a legislatively-mandated charge to collect costs for energy efficiency programs.


Rate Settlement Agreement


On February 15, 2012, NU and NSTAR reached comprehensive settlement agreements with the Massachusetts Attorney General (Attorney General’s settlement agreement) and the DOER related to the merger.  The Attorney General’s settlement agreement covered a variety of rate-making and rate design issues, including a base distribution rate freeze through 2015 for NSTAR Electric and WMECO.  The settlement agreement reached with the DOER covered the same rate-making and rate design issues as the Attorney General's settlement agreement, as well as a variety of matters impacting the advancement of energy policies.


Pursuant to a 2008 DPU order, Massachusetts electric utilities must adopt rate structures that decouple the volume of energy sales from the utility’s revenues in their next rate case.  WMECO is currently decoupled and NSTAR Electric will propose decoupling in its next rate case.  The exact timing of NSTAR Electric’s next rate case has not yet been determined, but it will not be before 2015.


NSTAR Electric and WMECO are each subject to service quality (SQ) metrics that measure safety, reliability and customer service and could be required to pay to customers a SQ charge of up to 2.5 percent of annual transmission and distribution revenues for failing to meet such metrics.  Neither NSTAR Electric nor WMECO will be required to pay a SQ charge for its 2013 performance as each company achieved results at or above target for all of its respective SQ metrics in 2013.


Sources and Availability of Electric Power Supply


As noted above, neither NSTAR Electric nor WMECO owns any generation assets (other than WMECO’s recently constructed solar generation), and both companies purchase their respective energy requirements from a variety of competitive sources through requests for proposals issued periodically, consistent with DPU regulations.  NSTAR Electric and WMECO enter into supply contracts for basic service for 50 percent of their respective residential and small commercial and industrial customers twice a year for twelve month terms.  Both NSTAR Electric and WMECO enter into supply contracts for basic service for 100 percent of large commercial and industrial customers every three months.


ELECTRIC DISTRIBUTION – NEW HAMPSHIRE


PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE


PSNH’s distribution business consists primarily of the generation, delivery and sale of electricity to its residential, commercial and industrial customers.  As of December 31, 2013, PSNH furnished retail franchise electric service to approximately 500,000 retail customers in 211 cities and towns in New Hampshire, covering an area of 5,628 square miles.  PSNH also owns and operates approximately 1,200 MW of primarily fossil-fueled electricity generation plants.  Included in those electric generating plants is PSNH’s 50 MW wood-burning Northern Wood Power Project at its Schiller Station in Portsmouth, New Hampshire, and approximately 70 MW of hydroelectric generation.  PSNH’s distribution business includes the activities of its generation business.


The Clean Air Project, a wet flue gas desulphurization system (Scrubber), was constructed and placed in service by PSNH at its Merrimack Station in September 2011.  PSNH completed remaining project construction activities in 2012 and the final cost of the project was approximately $421 million.



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Tests to date indicate that the Scrubber reduces emissions of SO2 and mercury from Merrimack Station by over 90 percent, which is well in excess of state and federal requirements.


Prudent Scrubber costs are allowed to be recovered through PSNH's ES rates under New Hampshire law.  In November 2011, the NHPUC opened a docket to review the Clean Air Project.  For information about this docket, see "Regulatory Developments and Rate Matters – New Hampshire – Clean Air Project Prudence Proceeding" in the accompanyingManagement’s Discussion and Analysis.


The following table shows the sources of PSNH’s 2013 electric franchise retail revenues based on categories of customers:


 

PSNH

(Thousands of Dollars, except percentages)

 

2013

 

% of Total

Residential

$

483,716 

 

56

Commercial(1)

 

293,509 

 

34

Industrial

 

71,012 

 

8

Other

 

21,665 

 

2

Total Retail Electric Revenues

$

869,902 

 

100%


(1)    Commercial retail electric revenue includes Streetlighting and Railroad retail revenue.


A summary of PSNH’s retail electric GWh sales and percentage changes for 2013, as compared to 2012, is as follows:


 

 

2013

 

2012

 

Percentage
Change

Residential 

 

3,208

 

3,138

 

2.2%

Commercial(1)

 

3,357

 

3,338

 

0.6%

Industrial 

 

1,373

 

1,345

 

2.1%

Total

 

7,938

 

7,821

 

1.5%


(1)    Commercial retail electric GWh sales include Streetlighting and Railroad retail sales.


Rates


PSNH is subject to regulation by the NHPUC, which has jurisdiction over, among other things, rates, certain dispositions of property and plant, mergers and consolidations, issuances of securities, standards of service and construction and operation of facilities. New Hampshire utilities are entitled under state law to charge rates that are sufficient to allow them an opportunity to recover their reasonable operation and capital costs, to attract needed capital and maintain their financial integrity, while also protecting relevant public interests.


Under New Hampshire law, all of PSNH's customers are entitled to choose competitive energy suppliers, with PSNH providing default energy service under its ES rate for those customers who do not elect to use a third party supplier.  Prior to 2009, PSNH experienced only a minimal amount of customer migration.  However, customer migration levels began to increase significantly in 2009 as energy costs decreased from their historic high levels and competitive energy suppliers with more pricing flexibility were able to offer electricity supply at lower prices than PSNH.  By the end of 2013, approximately 25 percent of all of PSNH’s customers (approximately 54 percent of load) had switched to competitive energy suppliers.  This was an increase from 2012, when 9 percent of customers (approximately 44 percent of load) had switched to competitive energy suppliers.  The increased level of migration has caused an increase in the ES rate, as fixed costs of PSNH’s generation assets must be spread over a smaller group of customers and lower sales volume.  The customers that have not chosen a third party supplier, predominantly residential and small commercial customers, are now paying a larger proportion of these fixed costs.  On July 26, 2011, the NHPUC ordered PSNH to file a rate proposal that would mitigate the impact of customer migration expected to occur when the ES rate is higher than market prices.  On April 8, 2013, the NHPUC issued an order conditionally approving a PSNH settlement with OCA and PUC staff for an Alternative Default Energy (ADE) pilot program rate which was designed to address customer migration.  The NHPUC condition was accepted by the Settling Parties and incorporated into the initial implementation of Rate ADE in mid-2013.  The pilot program results in no impact to earnings and allows for an increased contribution to fixed costs for all ES customers.  PSNH cannot predict if the upward pressure on ES rates due to customer migration will continue into the future, as future migration levels are dependent on market prices and supplier alternatives.  If future market prices once more exceed the average ES rate level, some or all of the customers on third party supply may migrate back to PSNH.


On January 18, 2013, the NHPUC opened a docket to investigate market conditions affecting PSNH’s ES rate, how PSNH will maintain just and reasonable rates in light of those conditions, and any impact of PSNH’s generation ownership on the New Hampshire competitive electric market.  On July 15, 2013, the NHPUC accepted from the NHPUC Staff a "Report on Investigation into Market Conditions, Default Service Rate, Generation Ownership and Impact on the Competitive Electricity Market."  The report recommended that the NHPUC examine whether default service rates remain sustainable on a going forward basis, define "just and reasonable" with respect to default service in the context of competitive retail markets, analyze the current and expected value of PSNH’s generating units, and identify means to mitigate and address stranded cost recovery.  


On September 18, 2013, the NHPUC issued a Request for Proposal to hire a valuation expert to determine the value of PSNH's generation assets and entitlements.  On October 16, 2013, the State of New Hampshire Legislative Oversight Committee on Electric



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Utility Restructuring (Oversight Committee) requested that the NHPUC conduct an analysis to determine whether it is now in the economic interest of PSNH’s retail customers for PSNH to divest its interest in generation plants.  On November 1, 2013, the Oversight Committee asked for a preliminary report on the findings by April 1, 2014 that would include at a minimum the NHPUC Staff’s position, the analysis of the valuation expert, and any recommendations for legislation that may be needed concerning divestiture or otherwise related to this issue.  A valuation expert has been hired and the investigation is currently ongoing.  At this time, we cannot predict the outcome of this review.  Our current PSNH generation rate base totals approximately $760 million.  We continue to believe all costs and generation investments are probable of recovery.


On June 28, 2010, the NHPUC approved a joint settlement of PSNH's distribution rate case.  Under the approved settlement, if PSNH's 12-month rolling average ROE for distribution exceeds 10 percent, amounts over the 10 percent level are to be allocated 75 percent to customers and 25 percent to PSNH.  Additionally, the settlement provided that the authorized regulatory ROE on distribution plant would continue at the previously allowed level of 9.67 percent, and also permitted PSNH to file a request to collect certain exogenous costs and a defined series of step increases.  In 2013, PSNH filed for a distribution rate step increase.  On June 27, 2013, the NHPUC approved an increase to rates of $12.6 million, effective July 1, 2013.  The increase consists primarily of $7.7 million related to net plant additions and a $5 million increase to the current level of funding for the Major Storm Cost reserve.  


The rates established by the NHPUC for PSNH include the following:


·

An energy charge for customers who are not taking power from competitive energy suppliers.  The default energy service charge, or ES rate, is charged to customers who have never chosen competitive energy supply.  This charge recovers the costs of PSNH’s generation as well as purchased power and includes the NHPUC allowed ROE of 9.81 percent on PSNH’s generation investment.  Rate ADE is charged to certain customers who have returned to PSNH from competitive energy supply.  This rate allows PSNH to recover the forecast marginal cost of energy plus an adder for fixed costs.


·

A distribution charge, which includes an energy and/or demand-based charge to recover costs related to the maintenance and operation of PSNH’s infrastructure to deliver power to its destination, as well as power restoration and service costs.  This includes a customer charge to collect the cost of providing service to a customer; such as the installation, maintenance, reading and replacement of meters and maintaining accounts and records.  


·

A transmission charge that recovers the cost of transporting electricity over high voltage lines from generating plans to substations, including costs allocated by ISO-NE to maintain the wholesale electric market.


·

A stranded cost recovery charge (SCRC), which allows PSNH to recover its stranded costs, including above-market expenses incurred under mandated power purchase obligations and other long-term investments and obligations.  PSNH had financed a significant portion of its stranded costs through securitization by issuing RRBs secured by the right to recover these stranded costs from customers over the life of the RRBs.  The costs of the RRBs, which were retired on May 1, 2013, were recovered through the SCRC rate.


·

A system benefits charge which funds energy efficiency programs for all customers as well as assistance programs for residential customers within certain income guidelines.


·

An electricity consumption tax which is a state mandated tax on energy consumption.


The energy charge and SCRC rates change semi-annually and are reconciled annually.  Expense/revenue reconciliation amounts for the energy charge and SCRC are recovered in subsequent rates.  The Rate ADE reconciliation amount is incorporated into the ES reconciliation.


Sources and Availability of Electric Power Supply


As noted above, CL&P does not own any generation assets and purchases energy supply to serve its SS and LRS loads from a variety of competitive sources through requests for proposals.  CL&P periodically enters into full requirements contracts for the majority of SS loads for periods of up to one year for its residential customers and small and medium commercial and industrial customers.  CL&P is authorized to supply the remainder of the SS loads through a self-managed process that includes bilateral purchases and spot market purchases.  CL&P typically enters into full requirements contracts for LRS for larger commercial and industrial customers every three months.  Currently, CL&P has full requirements contracts in place for 80 percent of its SS loads for the first half of 2016 and has bilateral purchases in place to self-manage the remaining 20 percent.  For the second half of 2016, CL&P has 50 percent of its SS load under full requirements contracts, intends to purchase an additional 30 percent of full requirements and will self-manage the remainder as needed.  None of the SS load for 2017 has been procured.  CL&P has full requirements contracts in place for its LRS loads through the second quarter of 2016 and intends to purchase 100 percent of full requirements for the third and fourth quarters of 2016.


ELECTRIC DISTRIBUTION – MASSACHUSETTS


NSTAR ELECTRIC COMPANY

WESTERN MASSACHUSETTS ELECTRIC COMPANY


The electric distribution businesses of NSTAR Electric and WMECO consist primarily of the purchase, delivery and sale of electricity to residential, commercial and industrial customers within their respective franchise service territories.  As of December 31, 2015, NSTAR Electric furnished retail franchise electric service to approximately 1.2 million customers in Boston and 80 surrounding cities and towns in Massachusetts, including Cape Cod and Martha's Vineyard, covering an area of approximately 1,700 square miles.  WMECO provides retail franchise electric service to approximately 209,000 customers in 59 cities and towns in the western region of Massachusetts, covering an area of approximately 1,500 square miles.  Neither NSTAR Electric nor WMECO owns any generating facilities used to supply customers, and each purchases its respective energy requirements from competitive energy suppliers.  


In 2009, WMECO was authorized by the DPU to install solar energy generation in its service territory.  From 2010 through 2014, WMECO completed development of a total of 8 MW solar generation facilities on sites in Pittsfield, Springfield, and East Springfield, Massachusetts.  WMECO will sell all energy and other products from its solar generation facilities into the ISO-NE market.  NSTAR Electric does not own any solar generation facilities.


The following table shows the sources of the 2015 electric franchise retail revenues of NSTAR Electric and WMECO based on categories of customers:


 

 

NSTAR Electric

 

WMECO

(Thousands of Dollars, except percentages)

 

2015

 

% of Total

 

2015

 

% of Total

Residential

$

1,205,387 

 

48

 

$

255,797 

 

59  

Commercial

 

1,187,452 

 

47

 

 

135,222 

 

31  

Industrial

 

84,667 

 

3

 

 

35,439 

 

8  

Other

 

47,610 

 

2

 

 

5,778 

 

2  

Total Retail Electric Revenues

$

2,525,116 

 

100%

 

$

432,236 

 

100%


A summary of NSTAR Electric's and WMECO's retail electric GWh sales volumes and percentage changes for 2015, as compared to 2014, is as follows:


 

 

NSTAR Electric

 

WMECO

 

 

2015

 

2014

 

Percentage
Change

 

2015

 

2014

 

Percentage
Change

Residential 

 

6,687 

 

6,625 

 

0.9 %

 

1,465 

 

1,494 

 

(2.0)%

Commercial

 

13,120 

 

13,009 

 

0.9 %

 

1,478 

 

1,466 

 

0.8 %

Industrial 

 

1,248 

 

1,291 

 

(3.3)%

 

620 

 

626 

 

(0.9)%

Total

 

21,055 

 

20,925 

 

0.6 %

 

3,563 

 

3,586 

 

(0.6)%


Rates


NSTAR Electric and WMECO are each subject to regulation by the DPU, which, among other things, has jurisdiction over rates, certain dispositions of property and plant, mergers and consolidations, issuances of long-term securities, acquisition of securities, standards of service and construction and operation of facilities.  The present general rate structure for both NSTAR Electric and WMECO consists of various rate and service classifications covering residential, commercial and industrial services.  Massachusetts utilities are entitled under state law to charge rates that are sufficient to allow them an opportunity to recover their reasonable operating and capital costs, in order to attract needed capital and maintain their financial integrity, while also protecting relevant public interests.


Under Massachusetts law, all customers of each of NSTAR Electric and WMECO are entitled to choose their energy suppliers, while NSTAR Electric or WMECO remains their electric distribution company.  Both NSTAR Electric and WMECO purchase power from competitive suppliers on behalf of, and pass the related cost through to, their respective customers who do not choose a competitive energy supplier (basic service).  Most of the residential customers of NSTAR Electric and WMECO have continued to buy their power from NSTAR Electric or WMECO at basic service rates.  Most commercial and industrial customers have switched to a competitive energy supplier.  



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The Cape Light Compact, an inter-governmental organization consisting of the 21 towns and two counties on Cape Cod and Martha's Vineyard, serves 200,000 customers through the delivery of energy efficiency programs, effective consumer advocacy, competitive electricity supply and green power options.  NSTAR Electric continues to provide electric service to these customers including the delivery of power, maintenance of infrastructure, capital investment, meter reading, billing, and customer service.


NSTAR Electric continues to supply approximately 39 percent of its customer load at basic service rates while the other 61 percentof its customer load has migrated to competitive energy suppliers.  WMECO continues to supply approximately 41 percent of its customer load at basic service rates while the other 59 percent of its customer load has migrated to competitive energy suppliers.  Because customer migration is limited to energy supply service, it has no impact on the delivery business or operating income of NSTAR Electric and WMECO.


The rates established by the DPU for NSTAR Electric and WMECO are comprised of the following:


·

A basic service charge that represents the collection of energy costs, including costs related to charge-offs of uncollectible energy costs from customers.  Electric distribution companies in Massachusetts are required to obtain and resell power to retail customers through basic service for those who choose not to buy energy from a competitive energy supplier.  Basic service rates are reset every six months (every three months for large commercial and industrial customers).  Additionally, the DPU has authorized NSTAR Electric to recover the cost of its Dynamic Pricing Smart Grid Pilot Program and NSTAR Green wind contracts through the basic service charge.  Basic service costs are reconciled annually, with any differences refunded to, or recovered from, customers.


·

A distribution charge, which includes a fixed customer charge and a demand and/or energy charge to collect the costs of building and expanding the infrastructure to deliver power to its destination, as well as ongoing operating costs.


·

For WMECO, a revenue decoupling adjustment that reconciles distribution revenue, on an annual basis, to the amount of distribution revenue approved by the DPU in its last rate case in 2011.  Currently, WMECO is allowed to collect $132.4 million annually.


·

A transmission charge that recovers the cost of transporting electricity over high voltage lines from generating plants to substations, including costs allocated by ISO-NE to maintain the wholesale electric market.


·

A transition charge that represents costs to be collected primarily from previously held investments in generating plants, costs related to existing above-market power contracts, and contract costs related to long-term power contract buy-outs.


·

An energy efficiency charge that represents a legislatively-mandated charge to collect costs for energy efficiency programs.


·

Reconciling adjustment charges that recover certain DPU-approved costs as follows:  pension and PBOP benefits, low income customer discounts, lost revenue and credits associated with net-metering facilities installed by customers, storms, consultants retained by the attorney general, long-term renewable contracts and energy efficiency programs and lost base revenue associated with energy efficiency measures.  In addition to these adjustments common to both NSTAR Electric and WMECO, NSTAR Electric has reconciling adjustment charges that collect costs associated with certain safety and reliability projects and a Smart Grid pilot program.  WMECO has a reconciling adjustment charge that recovers costs associated with certain solar projects owned and operated by WMECO.  


As required by regulation, NSTAR Electric and WMECO, along with two other Massachusetts electric utilities, signed long-term commitments to purchase a combined estimated generating capacity of approximately 334 MW of wind power from two wind farms in Maine over 15 years.  The projects are in various stages of permitting, development, or operation.  One unit began operating in late 2015, and the other unit is expected to be in operation by December 2016.  In addition, WMECO previously signed a long-term commitment to purchase an estimated generating capacity of approximately 37.5 MW of wind power from a wind farm in Maine over 15 years that is expected to be in operation in 2016.


Pursuant to a 2008 DPU order, Massachusetts electric utilities must adopt rate structures that decouple the volume of energy sales from the utility's revenues in their next rate case.  WMECO is currently decoupled and NSTAR Electric will propose decoupling in its next rate case.  


NSTAR Electric and WMECO are each subject to service quality (SQ) metrics that measure safety, reliability and customer service, and could be required to pay to customers a SQ charge of up to 2.5 percent of annual transmission and distribution revenues for failing to meet such metrics.  Neither NSTAR Electric nor WMECO will be required to pay a SQ charge for its 2015 performance as each company achieved results at or above target for all of its respective SQ metrics in 2015.


Sources and Availability of Electric Power Supply


As noted above, neither NSTAR Electric nor WMECO owns any generation assets (other than WMECO's solar generation), and both companies purchase their respective energy requirements from a variety of competitive sources through requests for proposals issued periodically, consistent with DPU regulations.  NSTAR Electric and WMECO enter into supply contracts for basic service for 50 percentof their respective residential and small commercial and industrial customers twice per year for twelve month terms.  Both NSTAR Electric and WMECO enter into supply contracts for basic service for 100 percentof large commercial and industrial customers every three months.



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ELECTRIC DISTRIBUTION – NEW HAMPSHIRE


PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE


PSNH's distribution business consists primarily of the generation, delivery and sale of electricity to its residential, commercial and industrial customers.  As of December 31, 2015, PSNH furnished retail franchise electric service to approximately 503,000 retail customers in 211 cities and towns in New Hampshire, covering an area of approximately 5,630 square miles.  PSNH currently owns and operates approximately 1,200 MW of primarily coal-, natural gas-, and oil-fired electricity generation plants.  PSNH's distribution business includes the activities of its generation business.


The Clean Air Project, a wet flue gas desulphurization system (Scrubber), was constructed and placed in service by PSNH at its Merrimack Station in 2011.  The Scrubber reduces emissions of SO2 and mercury from Merrimack Station by over 90 percent, which is well in excess of state and federal requirements.  PSNH is permitted to recover prudent Scrubber costs through its default energy service rates under New Hampshire law.  Effective January 1, 2016, PSNH is recovering all Scrubber costs in rates charged to customers.  For further information, see "Regulatory Developments and Rate Matters – New Hampshire – Clean Air Project Prudence Proceeding" in the accompanying Item 7,Management's Discussion and Analysis of Financial Condition and Results of Operations.


The following table shows the sources of PSNH's 2015 electric franchise retail revenues based on categories of customers:


 

PSNH

(Thousands of Dollars, except percentages)

 

2015

 

% of Total

Residential

$

505,806 

 

54 

Commercial

 

312,918 

 

34 

Industrial

 

76,914 

 

Other

 

35,103 

 

Total Retail Electric Revenues

$

930,741 

 

100%


A summary of PSNH's retail electric GWh sales volumes and percentage changes for 2015, as compared to 2014, is as follows:


 

2015

 

2014

 

Percentage
Change

Residential 

3,195 

 

3,172 

 

0.7 %

Commercial

3,365 

 

3,332 

 

1.0 %

Industrial 

1,367 

 

1,382 

 

 (1.1)%

Total

7,927 

 

7,886 

 

0.5 %


Rates


PSNH is subject to regulation by the NHPUC, which, among other things, has jurisdiction over rates, certain dispositions of property and plant, mergers and consolidations, issuances of securities, standards of service and construction and operation of facilities.  New Hampshire utilities are entitled under state law to charge rates that are sufficient to allow them an opportunity to recover their reasonable operating and capital costs, in order to attract needed capital and maintain their financial integrity, while also protecting relevant public interests.


Under New Hampshire law, all of PSNH's customers are entitled to choose competitive energy suppliers, with PSNH providing default energy service under its ES rate for those customers who do not choose a competitive energy supplier.  At the end of 2015, approximately 21 percent of all of PSNH's customers (approximately 53 percent of load) were taking service from competitive energy suppliers, compared to 21 percent of customers (approximately 46 percent of load) at the end of 2014.  


The rates established by the NHPUC for PSNH are comprised of the following:


·

A default energy service charge which recovers energy-related costs incurred as a result of providing electric generation service supply to all customers that have not migrated to competitive energy suppliers.  These charges recover the costs of PSNH's generation, as well as purchased power, and include an allowed ROE of 9.81 percent.


·

A distribution charge, which includes an energy and/or demand-based charge to recover costs related to the maintenance and operation of PSNH's infrastructure to deliver power to its destination, as well as power restoration and service costs.  This includes a customer charge to collect the cost of providing service to a customer; such as the installation, maintenance, reading and replacement of meters and maintaining accounts and records.  


·

A transmission charge that recovers the cost of transporting electricity over high voltage lines from generating plants to substations, including costs allocated by ISO-NE to maintain the wholesale electric market.


·

A stranded cost recovery charge (SCRC), which allows PSNH to recover its stranded costs, including above-market expenses incurred under mandated power purchase obligations and other long-term investments and obligations.  


·

A system benefits charge (SBC), which funds energy efficiency programs for all customers as well as assistance programs for residential customers within certain income guidelines.



7




·

An electricity consumption tax, which is a state mandated tax on electric energy consumption.


The energy charge and SCRC rates change semi-annually and are reconciled annually and differences between actual costs incurred versus current rates are either refunded or recovered in subsequent rates charged to customers.


PSNH distribution rates were set in a 2010 NHPUC rate case settlement, which expired on June 30, 2015.  In the 2015 PSNH Settlement Agreement, the Company agreed that its present distribution rates will stay in effect until at least July 1, 2017.  However, certain aspects of the 2010 rate case settlement will continue, including funding for reliability enhancement program activities, adjustment of distribution rates for certain exogenous events that in the aggregate exceed $1 million, and major storm reserve funding.


Generation Divestiture


In 2013, the NHPUC opened a docket to investigate market conditions affecting PSNH's default energy service rate, how PSNH will maintain just and reasonable rates in light of those conditions, and any impact of PSNH's generation ownership on the New Hampshire competitive electric market.  In April 2014, the NHPUC staff issued a "Preliminary Status Report Addressing the Economic Interest of PSNH's Retail Customers as it Relates to the Potential Divestiture of PSNH's Generating Plants," which included a consultant's analysis of the fair market value of PSNH generating assets and long-term power purchase contracts.  The consultant's analysis estimated the fair market value of PSNH's generation assets to be $225 million as of December 31, 2013 and compared that amount to a stated net book value of $660 million, implying potential "stranded costs" of approximately $435 million.  An abbreviated draft update by the consultant dated August 17, 2015, increased the estimated fair market value of PSNH’s generation assets to $235 million.


In 2014, the Legislature enacted changes to the laws governing divestiture of PSNH's generation assets, effective September 30, 2014.  The new law required the NHPUC to initiate a proceeding to determine whether all or some of PSNH's generation assets should be divested.  The law gives the NHPUC express authority to order the divestiture of all or some of PSNH's generation assets if the NHPUC finds it is in the economic interest of customers to do so.  The law also clarified the definition of "stranded costs" to include costs approved for recovery by the NHPUC in connection with the divestiture or retirement of PSNH's generation assets.


On June 10, 2015, Eversource and PSNH entered into the 2015 Public Service Company of New Hampshire Restructuring and Rate Stabilization Agreement (the Agreement) with the New Hampshire Office of Energy and Planning, certain members of the NHPUC staff, the Office of Consumer Advocate, two state senators, and several other parties.  The Agreement was filed with the NHPUC on the same day.  Under the terms of the Agreement, PSNH has agreed to divest its generation assets upon NHPUC approval.  The Agreement is designed to provide a resolution of issues pertaining to PSNH's generation assets in pending regulatory proceedings before the NHPUC.  The Agreement provided for the Clean Air Project prudence proceeding to be resolved and all remaining Clean Air Project costs to be included in rates effective January 1, 2016.  As part of the Agreement, PSNH has agreed to forego recovery of $25 million of the deferred equity return related to the Clean Air Project.  In addition, PSNH will not seek a general distribution rate increase effective before July 1, 2017 and will contribute $5 million to create a clean energy fund, which will not be recoverable from its customers.  


In 2015, the Legislature enacted changes to law to allow the use of securitization financing to recover any stranded costs resulting from the divestiture of PSNH’s generating assets.  If the Agreement is approved, following divestiture of PSNH’s generating assets, bonds will be issued to recover resulting stranded costs.  


On January 26, 2016, Advisory Staff of the NHPUC and the parties to the Agreement filed a stipulation with the NHPUC agreeing that near-term divestiture of PSNH’s generation was in the public interest and that the Agreement should be approved.  Implementation of the Agreement is subject to NHPUC approval, which is expected in early 2016.  


Sources and Availability of Electric Power Supply


During 2013,2015, approximately 6854 percent of PSNH’sPSNH's load was met through its own generation, long-term power supply provided pursuant to orders of the NHPUC, and contracts with third parties.competitive energy suppliers.  The remaining 32 percent of46 percentof PSNH's load was met by short-term (less than one year) purchases and spot purchases in the competitive New England wholesale power market.  PSNH expects to meet its load requirements in 20142016 in a similar manner.  Included in the 6854 percent above are PSNH’sPSNH's obligations to purchase power from approximately two dozen IPPs, the output of which it either uses to serve its customer load or sells into the ISO-NE market.


2013, 2012Merrimack and 2011 Major Storms


Over the past three years, CL&P, NSTAR Electric, PSNH and WMECO each experienced significant storms, including Tropical Storm Irene, the October 2011 snowstorm, Storm Sandy, and the February 2013 blizzard.  As a result of these storms, each electric utility company suffered damageSchiller Stations have recently operated at lower than typical capacity factors due to its distribution and transmission systems,moderate regional temperatures.  The Hydro stations have been operating at high capacity factors. PSNH’s Energy Service Rate has been set at 9.99 cents per kWh effective January 1, 2016, which caused customer outages and required the incurrence of costs to repair significant damage and restore customer service.  


The magnitude of these storm restoration costs met the criteria for cost deferral in Connecticut, Massachusetts, and New Hampshire.  As a result, the storms had no material impact on the results of operations of CL&P, NSTAR Electric, PSNH and WMECO.  We believe our response to each of these storms was prudent and therefore we believe it is probable that CL&P, NSTAR Electric, PSNH and WMECO will be allowed to recover the deferred storm restoration costs.  Each electric utility company is seekingincludes 1.27 cents per kWh reflecting full recovery of its deferred storm restoration costs through its applicable regulatory recovery process.  



9




CL&P 2013 Storm Filing:  In March 2013, CL&P filed a request with PURA for approval to recover storm restoration costs associated with five major storms, all of which occurred in 2011 and 2012.  CL&P's deferred storm restoration costs associated with these major storms totaled $462 million.  Of that amount, approximately $414 million is subject to recovery in rates after giving effect to CL&P’s agreement to forego the recovery of $40 million of previously deferred storm restoration costs as well as an existing storm reserve fund balance of approximately $8 million.  During the second half of 2013, the PURA proceeded with the storm recovery review issuing discovery, holding hearings and ultimately on February 3, 2014, issuing a draft decision on the level of storm costs recovery.


In its draft decision, the PURA approved recovery of $365 million of deferred storm restoration costs and ordered CL&P to capitalize approximately $18 million of the deferred storm restoration costs as utility plant, which will be included in depreciation expense in future rate proceedings.  PURA will allow recovery of the $365 million with carrying charges in CL&P’s distribution rates over a six year period beginning December 1, 2014.  The remaining costs were either disallowed or are probable of recovery in future rates and did not have a material impact on CL&P’s financial position, results of operations or cash flows.The final decision is expected from PURA in the first quarter of 2014.


NSTAR Electric 2013 Storm Filing:  On December 30, 2013, the DPU approved NSTAR Electric’s request to recover storm restoration costs, plus carrying costs related to Tropical Storm Irene and the October 2011 snowstorm.  The DPU approved recovery of $34.2 million of the $38 million requested costs.  NSTAR Electric will recover these costs, plus carrying costs, in its distribution rates over a five-year period that commenced on January 1, 2014.Clean Air Project.


PSNH Major Storm Cost Reserve:  On June 27, 2013, the NHPUC approved an increase to PSNH’s distribution rates effective July 1, 2013 that included a $5 million increase to the current level of funding for the major storm cost reserve.


WMECO SRRCA Mechanism:WMECO has an established Storm Reserve Recovery Cost Adjustment (SRRCA) mechanism to recover the restoration costs associated with its major storms.  Effective January 1, 2012, WMECO began recovering the restoration costs of Tropical Storm Irene and other storms that took place prior to August 2011.  On August 30, 2013, WMECO submitted its 2013 Annual SRRCA filing to begin recovering the restoration costs associated with the October 2011 snowstorm and Storm Sandy.  On December 20, 2013, the DPU approved the 2013 Annual SRRCA filing for effect on January 1, 2014, subject to further review and reconciliation.


2013, 2012 and 2011 Major Storm Deferrals:As of December 31, 2013, the storm restoration costs deferred for recovery from customers for major storms that occurred during 2013, 2012 and 2011 at CL&P, NSTAR Electric, PSNH, and WMECO were as follows:


(Millions of Dollars)

 

2012
and 2011

 

2013

 

Total

CL&P

 

$

365.0

 

$

28.8

 

$

393.8

NSTAR Electric

 

61.3

 

63.6

 

124.9

PSNH

 

33.7

 

5.3

 

39.0

WMECO

 

35.3

 

-

 

35.3

Total

 

$

495.3

 

$

97.7

 

$

593.0


ELECTRIC TRANSMISSION SEGMENT


General


Each of CL&P, NSTAR Electric, PSNH and WMECO owns and maintains transmission facilities that are part of an interstate power transmission grid over which electricity is transmitted throughout New England.  Each of CL&P, NSTAR Electric, PSNH and WMECO, and most other New England utilities, are parties to a series of agreements that provide for coordinated planning and operation of the region's transmission facilities and the rules by which they acquire transmission services.  Under these arrangements, ISO-NE, a non-profit corporation whose board of directors and staff are independent of all market participants, serves as the regional transmission organization of the New England transmission system.  



8




Wholesale Transmission Revenues


A summary of NU’sEversource Energy's wholesale transmission revenues is as follows:


(Millions of Dollars)

 

2013

CL&P

$

506.1

NSTAR Electric

 

253.6

PSNH

 

102.5

WMECO

 

116.5

Total Wholesale Transmission Revenues

$

978.7

(Thousands of Dollars)

2015

CL&P

$

513,025 

NSTAR Electric

299,241 

PSNH

127,509 

WMECO

129,502 

Total Wholesale Transmission Revenues

$

1,069,277 


Wholesale Transmission Rates


Wholesale transmission revenues are recovered through FERC approved formula rates.  Transmission revenues are collected from New England customers, the majority of which are distribution customers of CL&P, NSTAR Electric, PSNH and WMECO.  The



10



transmission rates provide for the annual reconciliation and recovery or refund of estimated to actual costs.  The financial impacts of differences between actual and estimated costs are deferred for future recovery from, or refunded to, transmission customers.


FERC Base ROE ComplaintComplaints


Pursuant to a series of orders involving the ROE for regionally planned New England transmission projects,Three separate complaints have been filed at the FERC set the base ROE at 11.14 percent and approved incentives that increased the ROE to 12.64 percent for those projects that were in-service by the endcombinations of 2008.  Beginning in 2009, the ROE for all regional transmission investment approved by ISO-NE is 11.64 percent, which includes 50 basis points for joining a regional transmission organization.  In addition, certain projects were granted additional ROE incentives by FERC under its transmission incentive policy.  As a result, CL&P earns between 12.64 percent and 13.1 percent on its major transmission projects, NSTAR Electric earns between 11.64 percent and 12.64 percenton its major transmission projects, and WMECO earns 12.89 percent on the Massachusetts portion of GSRP.


On September 30, 2011, several New England state attorneys general, state regulatory commissions, consumer advocates, consumer groups, municipal parties and other parties filed a joint(the "Complainants").  In these three separate complaints, the Complainants challenged the NETOs' base ROE of 11.14 percent that had been utilized since 2006 and sought an order to reduce it prospectively from the date of the final FERC order and for the 15-month complaint withrefund periods stipulated in the separate complaints.  In 2014, the FERC under Sections 206ordered a 10.57 percent base ROE for the first complaint refund period and 306prospectively from October 16, 2014 and that a utility's total or maximum ROE shall not exceed the top of the Federal Power Act allegingnew zone of reasonableness, which was set at 11.74 percent.  The NETOs and the Complainants sought rehearing from the FERC.  In late 2014, the NETOs made a compliance filing and the Company began issuing refunds to customers from the first complaint period.  


On March 3, 2015, FERC issued an order denying all issues raised on rehearing by the NETOs and Complainants in the first complaint.  The FERC order upheld the base ROE of 10.57 percent for the first complaint refund period and prospectively from October 16, 2014, and upheld that the utility's total ROE (the base ROEplus anyincentive adders) for the transmission assets to which the adder applies is capped at the top of the zone of reasonableness, which is currently set at 11.74 percent.  The NETOs and Complainants have filed appeals to the D.C. Circuit Court of Appeals, which have been consolidated, and briefing is scheduled to be concluded in the second quarter of 2016.  A court decision is expected in late 2016.


For the second and third complaint proceedings, hearings were held in late June and early July 2015 and briefs were filed in July and August 2015.  The state parties, municipal utilities and FERC trial staff each believe that the base ROE usedshould be reduced to an amount lower than 10.57 percent.  The NETOs believe that the Complainants' positions are without merit, and the existing base ROE of 10.57 is just and reasonable and should be maintained.  On December 18, 2015, the FERC ALJ reopened the record to have the NETOs and FERC trial staff review certain calculations.  The FERC ALJ’s initial recommendation is expected by March 31, 2016.  A final FERC order is expected in calculating formula rateslate 2016 or early 2017.


Although Eversource is uncertain on the final outcome of the second and third complaints regarding the ROE, we believe the current reserves established are appropriate to reflect probable and reasonably estimable refunds. For further information, see "FERC Regulatory Issues – FERC ROE Complaints" in the accompanying Item 7,Management's Discussion and Analysis of Financial Condition and Results of Operations.


FERC Order No. 1000


On August 15, 2014, the D.C. Circuit Court of Appeals upheld the FERC's authority to order major changes to transmission planning and cost allocation in FERC Order No. 1000 and Order No. 1000-A, including transmission planning for public policy needs, and the requirement that utilities remove from their transmission service undertariffs their rights of first refusal to build transmission.  On March 19, 2015, the ISO-NE Open Access Transmission TariffFERC acted on all rehearing requests filed by the NETOs, including CL&P, NSTAR Electric, PSNH and WMECO, is unjust and unreasonable.other parties and accepted the November 2013 compliance filing made by ISO-NE and the NETOs, subject to further compliance.  The complainants assertedFERC accepted our proposal that the current 11.14 percent rate,new competitive transmission planning process will not apply to certain projects, which became effective in 2006, is excessive duehave been declared as the preferred solution by ISO-NE, unless ISO-NE later decides a solution must be re-evaluated.  The FERC determined on rehearing that we can restore provisions that recognize the NETOs’ rights to changes in the capital marketsretain use and are seeking an order to reduce the rate, which would be effective October 1, 2011.  In response,control of their existing rights of ways.  Final compliance was filed by the NETOs filed testimonyin November 2015 and analysis basedwas accepted by the FERC on standard FERC methodology and precedent demonstrating that the base ROE of 11.14 percent remained just and reasonable.  The FERC set the case for trial before a FERC ALJ after settlement negotiations were unsuccessful in August 2012.December 14, 2015.


Hearings beforeAdditionally, the FERC ALJ were heldaffirmed that it can eliminate our right of first refusal to build transmission in May 2013, followed byNew England even though the filing of briefs by the complainants, the Massachusetts municipal electric utilities (late intervenersFERC previously approved and granted special protections to these rights.  The NETOs filed an appeal to the case),D.C. Circuit Court of Appeals, challenging this FERC ruling.  State regulators also filed an appeal, challenging FERC’s determination that ISO-NE should select public policy transmission projects after a competitive process.  The Court is expected to resolve the FERC trial staff and the NETOs.  The NETOs recommended that the current base ROE of 11.14 percent should remainappeals in effect for the refund period (October 1, 2011 through December 31, 2012) and the prospective period (beginning when FERC issues its final decision).  The complainants, the Massachusetts municipal electric utilities, and the FERC trial staff each recommended a base ROE of 9 percent or below.2016.


On August 6, 2013, the FERC ALJ issued an initial decision, finding that the base ROE in effect from October 2011 through December 2012 was not reasonable under the standard application of FERC methodology, but leaving policy considerations and additional adjustments to the FERC.  Using the established FERC methodology, the FERC ALJ determined that separate base ROEs should be set for the refund period and the prospective period.  The FERC ALJ found those base ROEs to be 10.6 percent and 9.7 percent, respectively.  The FERC may adjust the prospective period base ROE in its final decision to reflect movement in 10-year Treasury bond rates from the date that the case was filed (April 2013) to the date of the final decision.  The parties filed briefs on this decision with the FERC, and a decision from the FERC is expected in 2014.  Though NU cannot predict the ultimate outcome of this proceeding, in 2013 the Company recorded a series of reserves at its electric subsidiaries to recognize the potential financial impact from the FERC ALJ's initial decision for the refund period.  The aggregate after-tax charge to earnings totaled $14.3 million at NU, which represents reserves of $7.7 million at CL&P, $3.4 million at NSTAR Electric, $1.4 million at PSNH and $1.8 million at WMECO.


On December 27, 2012, several additional parties filed a separate complaint concerning the NETOs' base ROE with the FERC.  This complaint seeks to reduce the NETOs’ base ROE effective January 1, 2013, effectively extending the refund period for an additional 15 months, and to consolidate this complaint with the joint complaint filed on September 30, 2011.  The NETOs have asked the FERC to reject this complaint.  The FERC has not yet acted on this complaint, and management is unable to predict the ultimate outcome or estimate the impacts of this complaint on the financial position, results of operations or cash flows.


As of December 31, 2013, the CL&P, NSTAR Electric, PSNH, and WMECO aggregate shareholder equity invested in their transmission facilities was approximately $2.3 billion.  As a result, each 10 basis point change in the prospective period authorized base ROE would change annual consolidated earnings by an approximate $2.3 million.


Transmission Projects


NEEWS: GSRP,During 2015, we were involved in the first, largestplanning, development and most complicated project withinconstruction of a series of electric transmission projects, including the NEEWS family of projects; the Greater Hartford Central Connecticut (GHCC) solutions; and Greater Boston Reliability Solutions, which are a series of new transmission projects was fully energized on November 20, 2013.  The projectover the next five years that will enhance system reliability and improve capacity.  We were involved in the construction of 115 kVplanning and 345 kV overhead lines by CL&P and WMECO from Ludlow, Massachusetts to Bloomfield, Connecticut.  This transmission upgrade ensures the reliable flow of power in and around the southern New England area and enables access to less expensive generation, further reducing the risk of congestion costs impacting New England customers.  The project was fully energized ahead of schedule with a final cost of $676 million, $42 million under the $718 million estimated cost.  As of December 31, 2013, CL&P and WMECO have placed $628.2 million in service.  


The Interstate Reliability Project, which includes CL&P’s construction of an approximately 40-mile, 345 kV overhead line from Lebanon, Connecticut to the Connecticut-Rhode Island border in Thompson, Connecticut where it will connect to transmission enhancements being constructed by National Grid, is the second major NEEWS project.  All siting applications have been filed by CL&P and National Grid.  The Connecticut and Rhode Island portions of the project have been approved and a siting approval decision in Massachusetts is expected in early 2014.  On February 12, 2014, the Army Corps of Engineers issued its permit enabling construction on the Connecticut portion of the project.  This is the final permit for the Connecticut portion of the project.  NU’s portion of the cost is estimated to be $218 million and the project is expected to be placed in service in late 2015.




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The Greater Hartford Central Connecticut Study (GHCC), which includes the reassessmentdevelopment of the Central Connecticut Reliability Project, continues to make progress.  The final need results, which were presented to the ISO-NE Planning Advisory Committee in November 2013, showed existing and worsening severe regional and local thermal overloads and voltage violations within and across each of the four study areas.  ISO-NE is expected to confirm the preferred transmission solutions in the first half of 2014, which are likely to include many 115 kV upgrades.  We continue to expect that the specific future projects being identified to address these reliability concerns will cost approximately $300 million and that the project will be placed in service in 2017.  


Included as part of NEEWS are associated reliability related projects, $90.8 million of which have been placed in service.  As of December 31, 2013, the remaining construction on the associated reliability related projects totaled $2.8 million,Northern Pass, which is scheduled to be completed by mid-2014.   


Through December 31, 2013, CL&P and WMECO capitalized $252.8 million and $567 million, respectively, in costs associated with NEEWS, of which $40.8 million and $48.9 million, respectively, were capitalized in 2013.    


Cape Cod Reliability Projects:  Transmission projects serving Cape Cod in the Southeastern Massachusetts (SEMA) reliability region consist of an expansion and upgrade of NSTAR Electric's existing transmission infrastructure including construction of a new 345 kV transmission line that crosses the Cape Cod Canal and associated 115 kV upgrades in the center of Cape Cod (Lower SEMA Project) and related 115 kV projects (Mid-Cape Project).  The Lower SEMA Project line work was completed and placed into service in 2013.  The Mid-Cape Project is scheduled to be completed in 2017.  The aggregate estimated construction cost for the Cape Cod projects is expected to be approximately $150 million.  Through December 31, 2013, NSTAR Electric has invested $96 million in costs associated with the Cape Cod Reliability Projects, of which $61 million was capitalized in 2013.  


Northern Pass:  Northern Pass is NPT'sour planned HVDC transmission line from the Québec-New Hampshire border to Franklin, New Hampshire and an associated alternating current radial transmission line between Franklin and Deerfield, New Hampshire.  Northern Pass will interconnect atHampshire; and the Québec-New Hampshire border withClean Energy Connect Project, which is a planned HQ HVDC transmission, line.  The $1.4 billionwind and hydro generation project is subjectthat we intend to comprehensive federaldevelop with experienced renewable generation companies. For further information, see "Business Development and state public permitting processes and is expected to be operational by mid-2017.  On July 1, 2013, NPT filed an amendment to the DOE Presidential Permit Application for a proposed improved routeCapital Expenditures – Electric Transmission Business" in the northernmost sectionaccompanying Item 7,Management's Discussion and Analysis of the project area.  AsFinancial Condition and Results of December 31, 2013, the DOE had completed its public scoping meeting process and the majority of its seasonal field work and environmental data collection.  NPT expects to file its state permit application in the fourth quarter of 2014 after the DOE’s draft Environmental Impact Statement (EIS) is received.  


NPT filed an amendment to the Transmission Services Agreement (TSA) with FERC on December 11, 2013, which was accepted by the FERC on January 13, 2014.  The TSA amendment that went into effect on February 14, 2014 extended certain deadlines to provide project flexibility and eliminated a penalty payment for termination of the project in the future.  


On December 31, 2013, NPT received ISO-NE approval under Section I.3.9 of the ISO tariff.  By approving the project’s Section I.3.9 application, ISO-NE determined that Northern Pass can reliably interconnect with the New England grid with no significant, adverse effect on the reliability or operating characteristics of the regional energy grid and its participants.  


Greater Boston Reliability and Boston Network Improvements:  OperationsAs a result of continued analysis of the transmission needs to enhance system reliability and improve capacity in eastern Massachusetts, NSTAR Electric expects to implement a series of new transmission initiatives over the next five years.  We expect projected costs to be approximately $440 million on these new initiatives..


Transmission Rate Base


Under our FERC-approved tariff, and with the exception of transmission projects that received specific FERC approval to include CWIP in rate base, transmission projects generally enter rate base after they are placed in commercial operation.  At the end of 2013,2015, our estimated transmission rate base was approximately $4.4$5.2 billion, including approximately $2.2$2.4 billion at CL&P, $1.1$1.4 billion at NSTAR Electric, $468$548 million at PSNH, and $597$625 million at WMECO.


NATURAL GAS DISTRIBUTION SEGMENT


NSTAR Gas distributes natural gas to approximately 286,000 customers in 51 communities in central and eastern Massachusetts covering 1,067 square miles, and Yankee Gas distributes natural gas to approximately 226,000 customers in 71 cities and towns in Connecticut covering 2,187 square miles.  Total throughput (sales and transportation) in 2015 was approximately 71.7 Bcf for NSTAR Gas and 57.8 Bcf for Yankee Gas.  Our natural gas businesses provide firm natural gas sales service to retail customers who require a continuous natural gas supply throughout the year, such as residential customers who rely on natural gas for heating, hot water and cooking needs, and commercial and industrial customers who choose to purchase natural gas from Eversource Energy's natural gas distribution companies.  A portion of the storage of natural gas supply for NSTAR Gas during the winter heating season is provided by Hopkinton LNG Corp., an indirect, wholly-owned subsidiary of Eversource Energy.  NSTAR Gas has access to Hopkinton LNG Corp. facilities in Hopkinton, Massachusetts consisting of a LNG liquefaction and vaporization plant and three above-ground cryogenic storage tanks having an aggregate capacity of 3.0 Bcf of liquefied natural gas. NSTAR Gas also has access to Hopkinton LNG Corp. facilities in Acushnet, Massachusetts that include additional storage capacity of 0.5 Bcf and additional vaporization capacity.  


Yankee Gas owns a 1.2 Bcf LNG facility in Waterbury, Connecticut, which is used primarily to assist Yankee Gas in meeting its supplier-of-last-resort obligations and also enables it to provide economic supply and make economic refill of natural gas typically during periods of low demand.  


NSTAR Gas and Yankee Gas generate revenues primarily through the sale and/or transportation of natural gas.  Predominantly all residential customers in the NSTAR Gas service territory buy gas supply and delivery from NSTAR Gas while all customers may choose their natural gas suppliers.  Retail natural gas service in Connecticut is partially unbundled: residential customers in Yankee Gas' service territory buy natural gas supply and delivery only from Yankee Gas while commercial and industrial customers may choose their natural gas suppliers.  NSTAR Gas offers firm transportation service to all customers who purchase natural gas from sources other than NSTAR Gas while Yankee Gas offers firm transportation service to its commercial and industrial customers who purchase natural gas from sources other than Yankee Gas.  In addition, both natural gas distribution companies offer interruptible transportation and interruptible natural gas sales service to those high volume commercial and industrial customers, generally during the colder months, that have the capability to switch from natural gas to an alternative fuel on short notice, for whom NSTAR Gas and Yankee Gas can interrupt service during peak demand periods or at any other time to maintain distribution system integrity.


The following table shows the sources of the 20132015 total Eversource Energy natural gas franchise retail revenues of NSTAR Gas and Yankee Gas based on categories of customers:


 

 

NSTAR Gas

 

Yankee Gas

(Thousands of Dollars, except percentages)

 

2013

 

% of Total

 

2013

 

% of Total

Residential

$

250,270

 

63

 

$

217,843

 

54   

Commercial

 

132,730

 

33

 

 

129,788

 

32   

Industrial

 

17,625

 

4

 

 

57,951

 

14   

Total Retail Natural Gas Revenues

$

400,625

 

100%

 

$

405,582

 

100%




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(Thousands of Dollars, except percentages)

 

2015

 

% of Total

Residential

$

497,873 

 

54 

Commercial

 

327,439 

 

36 

Industrial

 

93,378 

 

10 

Total Retail Natural Gas Revenues

$

918,690 

 

100%


A summary of NSTAR Gas’ and Yankee Gas’ retailour firm natural gas sales and percentage changesvolumes in million cubic feet and percentage changes for 2013,2015, as compared to 2012,2014, is as follows:


 

NSTAR Gas(1)

 

Yankee Gas

 

 

Percentage

 

2013

 

2012

 

Percentage
Change

 

2013

 

2012

 

Percentage
Change

2015

 

2014

 

Change

Residential

 

21,911

 

18,385

 

19.2%

 

 14,866

 

 12,488

 

19.0%

38,455 

 

38,969 

 

(1.3)%

Commercial

 

21,341

 

19,095

 

11.8%

 

 18,874

 

 16,567

 

13.9%

43,006 

 

42,977 

 

0.1 %

Industrial

 

5,773

 

5,205

 

10.9%

 

 15,493

 

 15,787

 

(1.9%)

21,538 

 

22,245 

 

(3.2)%

Total

 

49,025

 

42,685

 

14.9%

 

 49,233

 

 44,842

 

9.8%

102,999 

 

104,191 

 

(1.1)%

Total, Net of Special Contracts(2)(1)

 

 

 

 

 

 

 

 45,059

 

 39,087

 

15.3%

98,458 

 

99,500 

 

(1.0)%


(1)

NSTAR Gas’ sales data for the full-year ended December 31, 2012 has been provided for comparative purposes only.

(2)

Special contracts are unique to the Yankee Gas customers who take service under such an arrangement and generally specify the amount of distribution revenue to be paid to Yankee Gas regardless of the customers’customers' usage.


Our 2013 consolidated firm natural gas sales volumes are subject to many of the same influences as our retail electric sales butvolumes.  In addition, they have benefittedbenefited from favorablecustomer growth in both of our natural gas prices and customer growth across all three customer classes.  Our 2013distribution companies.  In 2015, consolidated firm natural gas sales volumes were higher,lower, as compared to 2012, due primarily2014.  The 2015 firm natural gas sales volumes were negatively impacted by record warm weather in the fourth quarter of 2015, when compared to 2014, partially offset by colder winter weather in the first and fourth quartersquarter of 2013.  The 2013 weather-normalized NU2015, as compared to 2014, throughout our natural gas service territories.  Weather-normalized Eversource consolidated total firm natural gas sales volumes increased 0.92.5 percent in 2015, as compared to 2012,2014, due primarily to residential customer growth, an increase in natural gas conversions, the migration of interruptible customers switching to firm service rates, and the addition of gas-fired distributed generation, all of which was primarily in the Yankee Gas service territory.


NSTAR GAS


NSTAR Gas distributes natural gas to approximately 274,000 customers in 51 communities in central and eastern Massachusetts covering 1,067 square miles.  Total throughput (sales and transportation) in 2013 was approximately 60.5 Bcf.  NSTAR Gas provides firm natural gas sales service to retail customers who require a continuous natural gas supply throughout the year, such as residential customers who rely on gas for heating, hot water and cooking needs, and commercial and industrial customers who choose to purchase natural gas from NSTAR Gas.  


Predominantly all residential customers in the NSTAR Gas service territory buy gas supply and delivery from NSTAR Gas while all customers may choose their gas suppliers.  NSTAR Gas offers firm transportation service to all customers who purchase gas from sources other than NSTAR Gasimproved economic conditions as well as interruptible transportationresidential and interruptible gas sales servicecommercial customer growth, through conversions to those commercial and industrial customers that have the capability to switch from natural gas to an alternative fuel on short notice, for whom NSTAR Gas can interrupt service during peak demand periods or at any other time to maintain distribution system integrity.service.  




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Rates


NSTAR Gas generates revenues primarily throughand Yankee Gas are subject to regulation by the sale and/or transportationDPU and the PURA, respectively, which, among other things, have jurisdiction over rates, certain dispositions of property and plant, mergers and consolidations, issuances of long-term securities, standards of service and construction and operation of facilities.  Both of Eversource Energy's natural gas.  Gas salesgas companies are entitled under their respective state law to charge rates that are sufficient to allow them an opportunity to recover their reasonable operating and transportation services are divided into two categories: firm, whereby NSTAR Gas must supply gas and/or transportation servicescapital costs, in order to customers on demand;attract needed capital and interruptible, whereby NSTAR Gas may, generally during colder months, temporarily discontinue service to high volume commercial and industrial customers.  Sales and transportation of gas to interruptible customers have no impact on NSTAR Gas’ operating income because a substantial portion of the margin for such service is returned to its firm customers as rate reductions.


The Attorney General merger settlement agreement provided for a rate freeze through 2015.maintain their financial integrity, while also protecting relevant public interests.


Retail natural gas delivery and supply rates are established by the DPU and the PURA and are comprised of:


·

A distribution charge consisting of a fixed customer charge and a demand and/or energy charge that collects the costs of building and expanding the natural gas infrastructure to deliver natural gas supply to its customers.  This also includes collection of ongoing operating costs;


·

A seasonal cost of gas adjustment clause (CGAC) at NSTAR Gas that collects natural gas supply costs, pipeline and storage capacity costs, costs related to charge-offs of uncollected energy costs and working capital related costs.  The CGAC is reset every six months.semi-annually.  In addition, NSTAR Gas files interim changes to its CGAC factor when the actual costs of natural gas supply vary from projections by more than 5five percent; and


·

A local distribution adjustment clause (LDAC) at NSTAR Gas that collects all energy efficiency and related program costs, environmental costs, PAMpension and PBOP related costs, attorney general consultant costs, and costs associated with the residential assistance adjustment clause.low income customers.  The LDAC is reset annually and provides for the recovery of certain costs applicable to both sales and transportation customers.


·

Purchased Gas Adjustment (PGA) clause, which allows Yankee Gas to recover the costs of the procurement of natural gas for its firm and seasonal customers.  Differences between actual natural gas costs and collection amounts on August 31st of each year are deferred and then recovered from or refunded to customers during the following year.  Carrying charges on outstanding balances are calculated using Yankee Gas' weighted average cost of capital in accordance with the directives of the PURA; and


·

Conservation Adjustment Mechanism (CAM) at Yankee Gas, which allows 100 percent recovery of conservation costs through this mechanism including program incentives to promote energy efficiency, as well as recovery of any lost revenues associated with implementation of energy conservation measures.  A reconciliation of CAM revenues to expenses is performed annually with any difference being recovered from or refunded to customers, with carrying charges, during the following year.


NSTAR Gas purchases financial contracts based on NYMEX natural gas futures in order to reduce cash flow variability associated with the purchase price for approximately one-third of its natural gas purchases.  These purchases are made under a program approved by the Massachusetts Department of Public UtilitiesDPU in 2006.  This practice attempts to minimize the impact of fluctuations in natural gas prices to NSTAR Gas’Gas' firm natural gas customers.  These financial contracts do not procure natural gas supply.  All costs incurred or benefits realized when these contracts are settled are included in the CGAC.



13




NSTAR Gas is subject to SQservice quality (SQ) metrics that measure safety, reliability and customer service and could be required to pay to customers a SQ charge of up to 2.5 percent of annual distribution revenues for failing to meet such metrics.  NSTAR Gas will not be required to pay a SQ charge for its 20132015 performance as it achieved results at or above target for all of its SQ metrics in 2013.2015.


On October 30, 2015, the DPU issued its order in the NSTAR Gas distribution rate case, which approved an annualized base rate increase of $15.8 million, plus other increases of approximately $11.5 million, mostly relating to recovery of pension and PBOP expenses and the Hopkinton Gas Service Agreement, effective January 1, 2016.  In the order, the DPU also approved an authorized regulatory ROE of 9.8 percent, the establishment of a revenue decoupling mechanism, the recovery of certain bad debt expenses, and a 52.1 percent equity component of its capital structure.  On November 19, 2015, NSTAR Gas filed a motion for reconsideration of the order with the DPU seeking the correction of mathematical errors and other plant and cost of service items.


Yankee Gas’ last rate proceeding was in 2011, which approved an allowed ROE of 8.83 percent and allowed for a substantial increase in annual spending for bare steel and cast iron pipeline replacement.  In 2015, Yankee Gas entered into a settlement agreement with the PURA staff pursuant to which Yankee Gas provided a $1.5 million rate credit to firm customers beginning in December 2015, and established an earnings sharing mechanism whereby Yankee Gas and its customers will share equally in any earnings exceeding a 9.5 percent ROE in a twelve month period commencing with the period from April 1, 2015 through March 31, 2016.


Massachusetts Natural Gas Replacement and Expansion


On July 7, 2014, Massachusetts enacted "An Act Relative to Natural Gas Leaks" (the Act).  The Act establishes a uniform natural gas leak classification standard for all Massachusetts natural gas utilities and a program that accelerates the replacement of aging natural gas infrastructure.  The program will enable companies, including NSTAR Gas, to better manage the scheduling and costs of replacement.  The Act also calls for the DPU to authorize natural gas utilities to design and offer programs to customers that will increase the availability, affordability and feasibility of natural gas service for new customers.  


In October 2014, pursuant to the Act, NSTAR Gas filed the Gas System Enhancement Program (GSEP) with the DPU.  NSTAR Gas' program accelerates the replacement of certain natural gas distribution facilities in the system to within 25 years.  The GSEP includes a new tariff effective January 1, 2016 that provides NSTAR Gas an opportunity to collect the costs for the program on an annual basis through a newly designed



11



reconciling factor.  On April 30, 2015, the DPU approved the GSEP.  We expect capital expenditures of approximately $255 million for the period 2016 through 2019 for the GSEP.   


Connecticut Natural Gas Expansion Plan


In 2013, in accordance with Connecticut law and regulations, the PURA approved a comprehensive joint natural gas infrastructure expansion plan (expansion plan) filed by Yankee Gas and other Connecticut natural gas distribution companies.  The expansion plan described how Yankee Gas expects to add approximately 82,000 new natural gas heating customers over a 10-year period.  Yankee Gas estimates that its portion of the plan will cost approximately $700 million over 10 years.  In January 2015, the PURA approved a joint settlement agreement proposed by Yankee Gas and other Connecticut natural gas distribution companies and regulatory agencies that clarified the procedures and oversight criteria applicable to the expansion plan.  On March 20, 2015, Yankee Gas filed its initial System Expansion (SE) Rate reconciliation for 2014.  The proposed SE rate was approved by the PURA for implementation as of April 1, 2015, pending final PURA approval following a contested hearing.     


Sources and Availability of Natural Gas Supply


NSTAR Gas maintains a flexible resource portfolio consisting of natural gas supply contracts, transportation contracts on interstate pipelines, market area storage and peaking services.  NSTAR Gas purchases transportation, storage, and balancing services from Tennessee Gas Pipeline Company and Algonquin Gas Transmission Company, as well as other upstream pipelines that transport gas from major producing regions in the U.S., including the Gulf Coast, Mid-continent region, and Appalachian Shale supplies to the final delivery points in the NSTAR Gas service area.  NSTAR Gas purchases all of its natural gas supply fromunder a firm portfolio management contract with a term of one year, which has a maximum quantity of approximately 139,500154,700 MMBtu/day.day of firm flowing natural gas supplies and 76,700 MMBtu/day of firm natural gas storage supplies.


In addition to the firm transportation and natural gas supplies mentioned above, NSTAR Gas utilizes contracts for underground storage and LNG facilities to meet its winter peaking demands.  The LNG facilities, described below, are located within NSTAR Gas’Gas' distribution system and are used to liquefy and store pipeline natural gas during the warmer months for vaporization and use during the heating season.  During the summer injection season, excess pipeline capacity and supplies are used to deliver and store natural gas in market area underground storage facilities located in the New York and Pennsylvania region.regions.  Stored natural gas is withdrawn during the winter season to supplement flowing pipeline supplies in order to meet firm heating demand.  NSTAR Gas has firm underground storage contracts and total storage capacity entitlements of approximately 6.6 Bcf.


A portion of the storage of natural gas supply for NSTAR Gas during the winter heating season is provided by Hopkinton a wholly-owned subsidiary of Yankee Energy Systems, Inc.  The facilities consist ofLNG Corp., which owns an LNG liquefaction and vaporization plant and three above-ground cryogenic storage tanks in Hopkinton, Massachusetts having an aggregate capacity of 3.0 Bcf of liquefied natural gas.  NSTAR Gas also has access to Hopkinton LNG Corp. facilities in Acushnet, Massachusetts that include additional storage capacity of 0.5 Bcf and additional vaporization capacity.


Based on information currently available regarding projected growth in demand and estimates of availability of future supplies of pipeline natural gas, NSTAR Gas believes that participation in planned and anticipated pipeline expansion projects will be required in order for it to meet current and future sales growth opportunities.


YANKEE GAS


Yankee Gas operates the largest natural gas distribution system in Connecticut as measured by number of customers (approximately 218,000 customers in 71 cities and towns), and size of service territory (2,187 square miles).  Total throughput (sales and transportation) in 2013 was approximately 55 Bcf.  Yankee Gas provides firm natural gas sales service to retail customers who require a continuous natural gas supply throughout the year, such as residential customers who rely on natural gas for heating, hot water and cooking needs, and commercial and industrial customers who choose to purchase natural gas from Yankee Gas.  Yankee Gas also owns a 1.2 Bcf LNG facility in Waterbury, Connecticut, which is used primarily to assist it in meeting its supplier-of-last-resort obligations and also enables it to make economic purchases of natural gas, which typically occur during periods of low demand.


Retail natural gas service in Connecticut is partially unbundled: residential customers in Yankee Gas’ service territory buy gas supply and delivery only from Yankee Gas while commercial and industrial customers may choose their gas suppliers.  Yankee Gas offers firm transportation service to its commercial and industrial customers who purchase gas from sources other than Yankee Gas as well as interruptible transportation and interruptible gas sales service to those commercial and industrial customers that have the capability to switch from natural gas to an alternative fuel on short notice, for whom Yankee Gas can interrupt service during peak demand periods or at any other time to maintain distribution system integrity.  


Rates


Yankee Gas is subject to regulation by PURA, which has jurisdiction over, among other things, rates, accounting procedures, certain dispositions of property and plant, mergers and consolidations, issuances of long-term securities, standards of service, affiliate transactions, management efficiency and construction and operation of distribution, production and storage facilities.


Retail natural gas delivery and supply rates are established by the PURA and are comprised of:


·

A distribution charge consisting of a fixed customer charge and a demand and/or energy charge that collects the costs of building and expanding the natural gas infrastructure to deliver natural gas supply to its customers.  This also includes collection of ongoing operating costs;


·

Purchased Gas Adjustment (PGA) clause, which allows Yankee Gas to recover the costs of the procurement of natural gas for its firm and seasonal customers.  Differences between actual natural gas costs and collection amounts on August 31st of each year are deferred and then recovered or returned to customers during the following year.  Carrying charges on outstanding balances are calculated using Yankee Gas' weighted average cost of capital in accordance with the directives of the PURA; and




14



·

Conservation Adjustment Mechanism (CAM), which allows 100 percent recovery of conservation costs through this mechanism including program incentives to promote energy efficiency, as well as recovery of any lost revenues associated with implementation of energy conservation measures.  A reconciliation of CAM revenue to expenses is performed annually with any difference being recovered or refunded with carrying charges in future customer rates the following year.


On June 29, 2011 PURA issued a final decision in Yankee Gas’ rate proceeding, which it amended in September 2011.  The final amended decision approved a regulatory ROE of 8.83 percent, based on a capital structure of 52.2 percent common equity and 47.8 percent debt, approved the inclusion in rates of costs associated with the WWL project, and also allowed for a substantial increase in annual spending for bare steel and cast iron pipe replacement, as requested by Yankee Gas.


Sources and Availability of Natural Gas Supply


PURA requires that Yankee Gas meet the needs of its firm customers under all weather conditions.  Specifically, Yankee Gas must structure its supply portfolio to meet firm customer needs under a design day scenario (defined as the coldest day in 30 years) and under a design year scenario (defined as the average of the four coldest years in the last 30 years).  Yankee Gas also owns a 1.2 Bcf LNG facility in Waterbury, Connecticut, which is used primarily to assist Yankee Gas in meeting its supplier-of-last-resort obligations and also enables Yankee Gas to make economic purchases of natural gas, typically in periods of low demand.  Yankee Gas’Gas' on-system stored LNG and underground storage supplies help to meet consumption needs during the coldest days of winter.  Yankee Gas obtains its interstate capacity from the three interstate pipelines that directly serve Connecticut: the Algonquin, Tennessee and Iroquois Pipelines.  Yankee Gas has long-term firm contracts for capacity on TransCanada Pipelines Limited Pipeline, Vector Pipeline, L.P., Tennessee Gas Pipeline, Iroquois Gas Transmission Pipeline, Algonquin Pipeline, Union Gas Limited, Dominion Transmission, Inc., National Fuel Gas Supply Corporation, Transcontinental Gas Pipeline Company, and Texas Eastern Transmission, L.P. pipelines.  


Based on information currently available regarding projected growth in demand and estimates of availability of future supplies of pipeline natural gas, NSTAR Gas and Yankee Gas each believes that its present sources ofparticipation in planned and anticipated pipeline and storage expansion projects will be required in order for it to meet current and future sales growth opportunities.


NATURAL GAS PIPELINE EXPANSION


Access Northeast is a natural gas supply are adequatepipeline and storage project (the "Project") being developed jointly by Eversource, Spectra Energy Corp and National Grid.  Access Northeast will enhance the Algonquin and Maritimes & Northeast pipeline systems using existing routes and will include two new LNG storage tanks and liquefaction and vaporization facilities in Acushnet, Massachusetts that will be connected to meet existing loadthe Algonquin gas pipeline.  The Project is expected to be capable of delivering approximately 900 million cubic feet of additional natural gas per day to New England on peak demand days.  Eversource and allowSpectra Energy Corp each own a 40 percent interest in the Project, with the remaining 20 percent interest owned by National Grid.  The total projected cost for future growthboth the pipeline and the LNG storage is expected to be approximately $3 billion with anticipated in-service dates commencing in sales.November 2018.  The Project is subject to FERC and other federal and state regulatory approvals.  On November 17, 2015, the FERC accepted the Project’s request to initiate the pre-filing review process.  Upon completion of the pre-filing review, a certificate application will be filed with the FERC.  In late 2015, the Project bid into the New England Natural Gas Pipeline Capacity RFP conducted by certain EDCs in Massachusetts and Rhode Island, including NSTAR Electric and WMECO in Massachusetts, and in December 2015 and January 2016, those Massachusetts EDCs filed with the DPU seeking approval of the contracts for pipeline and storage capacity with the Project.  We expect the Rhode Island EDC to file its selected contracts with the Rhode Island regulatory agencies in the first half of 2016.  In February 2016, PSNH filed for approval with the NHPUC, of its proposed contract for natural gas pipeline capacity and storage with the Project.  


PROJECTED CAPITAL EXPENDITURES


We project to make capital expenditures of approximately $7.6$9.2 billion from 20142016 through 2017.2019.  Of the $7.6$9.2 billion, we expect to invest approximately $3.5$4.9 billion in our electric and natural gas distribution segments and $3.7$3.9 billion in our electric transmission segment.  In addition, we



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project to invest approximately $400 million for our corporate service companies.$0.4 billion in information technology and facilities upgrades and enhancements.  These projections do not include capital expenditures related to Access Northeast or Clean Energy Connect.


FINANCING


Our credit facilities and indentures require that NUEversource Energy parent and certain of its subsidiaries, including CL&P, NSTAR Electric, NSTAR Gas, PSNH, WMECO and Yankee Gas, comply with certain financial and non-financial covenants as are customarily included in such agreements, including maintaining a ratio of consolidated debt to total capitalization of no more than 65 percent.  All of these companies currently are, and expect to remain, in compliance with these covenants.  


As of December 31, 2013,2015, a total of $501.7$200 million of NU'sEversource’s long-term debt, all at NSTAR Electric, will be paid in the next 12 months, consisting of $150 million for CL&P, $301.7 million for NSTAR Electric and $50 million or PSNH.months.  


NUCLEAR DECOMMISSIONING


GeneralFUEL STORAGE


CL&P, NSTAR Electric, PSNH, WMECO and several other New England electric utilities are stockholders in three inactive regional nuclear generation companies, CYAPC, MYAPC and YAEC (collectively, the Yankee Companies).  The Yankee Companies have completed the physical decommissioning of their respective generation facilities and are now engaged in the long-term storage of their spent nuclear fuel.  EachThe Yankee Company collectsCompanies have completed collection of their decommissioning and closure costs through the proceeds from the spent nuclear fuel litigation against the DOE and has refunded amounts to its member companies.  These proceeds were used by the Yankee Companies to offset the decommissioning and closure cost amounts due from their member companies or to decrease the wholesale FERC-approved rates charged under power purchase agreements with CL&P, NSTAR Electric, PSNH and WMECO and several other New England utilities.  These companies in turnThe decommissioning rates charged by the Yankee Companies have been reduced to zero.  CL&P, NSTAR Electric, PSNH and WMECO can recover these costs from, or refund proceeds to, their customers through state regulatory commission-approved retail rates.  


The ownership percentages of CL&P, NSTAR Electric, PSNH and WMECO in the Yankee Companies are set forth below:


 

 

CL&P

 

NSTAR Electric

 

PSNH

 

WMECO

 

Total

CYAPC

 

34.5%

 

14.0%

 

5.0%

 

9.5%

 

63.0%

YAEC

 

24.5%

 

14.0%

 

7.0%

 

7.0%

 

52.5%

MYAPC

 

12.0%

 

4.0%

 

5.0%

 

3.0%

 

24.0%


Our share of the obligations to support the Yankee Companies under FERC-approved contracts is the same as the ownership percentages above.  As a result of the Merger, weWe consolidate the assets and obligations of CYAPC and YAEC on our consolidated balance sheet.sheet because we own more than 50 percent of these companies.  




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For information on the DOE proceeds received related to the spent nuclear fuel litigation, see Note 11C, "Commitments and Contingencies – Contractual Obligations – Yankee Companies," in the accompanying Item 8,Financial Statements and Supplementary Data.


OTHER REGULATORY AND ENVIRONMENTAL MATTERS


General


We are regulated in virtually all aspects of our business by various federal and state agencies, including FERC, the SEC, and various state and/or local regulatory authorities with jurisdiction over the industry and the service areas in which each of our companies operates, including the PURA, which has jurisdiction over CL&P and Yankee Gas, the NHPUC, which has jurisdiction over PSNH, and the DPU, which has jurisdiction over NSTAR Electric, NSTAR Gas and WMECO.


Environmental Regulation


We are subject to various federal, state and local requirements with respect to water quality, air quality, toxic substances, hazardous waste and other environmental matters.  Additionally, major generation and transmission facilities may not be constructed or significantly modified without a review of the environmental impact of the proposed construction or modification by the applicable federal or state agencies.  


Water Quality Requirements


The Clean Water Act requires every "point source" discharger of pollutants into navigable waters to obtain a National Pollutant Discharge Elimination System (NPDES) permit from the EPA or state environmental agency specifying the allowable quantity and characteristics of its effluent.  States may also require additional permits for discharges into state waters.  We are in the process of maintaining or renewing all required NPDES or state discharge permits in effect for ourPSNH's generation facilities.  


In each1997, PSNH filed in a timely manner for a renewal of the last three years,NPDES permit for the costs incurred by PSNH related to compliance with NPDES and state discharge permits have not been material.


On September 29,Merrimack Station.  As a result, the existing permit was administratively continued.  In 2011, the EPA issued for public review and comment a draft renewal NPDES permit under the Clean Water Act for PSNH’sPSNH's Merrimack Station.Station for public review and comment.  The draftproposed permit contains many significant conditions to future operation.  The proposed permit would require PSNH to install a closed-cycle cooling system (including cooling towers) at the station.  The EPA estimated that the net present value cost to install this system and operate it over a 20-year period would be approximately $112 million.  PSNH and other electric utility groups filed thousands of pages of comments contesting EPA's draft permit requirements.  PSNH stated that the data and studies supplied to the EPA demonstrate the fact that a closed-cycle cooling system is not warranted.  On April 18, 2015 EPA issued a revised section of the draft NPDES permit for Merrimack Station.  The revised portion of the draft permit deals solely with the treatment of wastewater from the flue gas desulfurization system.  On August 18, 2015 PSNH again submitted comments.  The EPA does not have a set deadline to consider comments and to issue a final permit.  Merrimack Station is permitted to continue to operate under its present permit pending issuance of the final permit and subsequent resolution of matters appealed by PSNH and other parties.  Due to the site specific characteristics of PSNH's other fossilcoal- and oil-fired electric generating stations, we believe it is unlikely that they would face similar permitting determinations.




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Air Quality Requirements


The Clean Air Act Amendments (CAAA), as well as New Hampshire law, impose stringent requirements on emissions of SO2 and NOX for the purpose of controlling acid rain and ground level ozone.  In addition, the CAAA address the control of toxic air pollutants.  Requirements for the installation of continuous emissions monitors and expanded permitting provisions also are included.


In December 2011, the EPA finalized the Mercury and Air Toxic Standards (MATS) that require the reduction of emissions of hazardous air pollutants from new and existing coal- and oil-fired electric generating units.stations.  Previously referred to as the Utility MACT (maximum achievable control technology) rules, it establishes emission limits for mercury, arsenic and other hazardous air pollutants from coalcoal- and oil-fired units.electric generating stations.  MATS is the first implementation of a nationwide emissions standard for hazardous air pollutants across all electric generating units and provides utility companies with up to five years to meet the requirements.  PSNH owns and operates approximately 1,000 MW of fossil fueledcoal- and oil-fired electric generating unitsstations subject to MATS, including the two units at Merrimack Station, Newington Station and the two coal units at Schiller Station.  We believe the Clean Air Project at our Merrimack Station, together with existing equipment, will enable the facility to meet the MATS requirements.  A review of the potential impact of MATS on our other PSNH units is not yet complete.  Additional incrementalAt Schiller Station additional controls may be required forare being installed at the two coal firedcoal-fired units, at Schiller Station.  To date, the financial impactcost of this potential control has not been determined.which is estimated to be approximately $2.5 million.


Each of the states in which we do business also has Renewable Portfolio Standards (RPS) requirements, which generally require fixed percentages of our energy supply to come from renewable energy sources such as solar, hydropower, landfill gas, fuel cells and other similar sources.  


New Hampshire’sHampshire's RPS provision requires increasing percentages of the electricity sold to retail customers to have direct ties to renewable sources.  In 2013,2015, the total RPS obligation was 11.658.3 percent and it will ultimately reach 24.8 percent in 2025.  Energy suppliers, like PSNH, purchasemust possess sufficient quantities of RECs from producers that generate energy from a qualifying resource and use them to satisfy the RPS requirements.  PSNH also owns renewable sources and uses a portion of internally generated RECs and purchased RECs to meet its RPS obligations.obligations and sells other internally generated RECs when it is economically beneficial to do so.  To the extent that a supplier, like PSNH, is unable to purchasedoes not possess sufficient RECs to satisfy its RPS requirements, it makes up the difference between the RECs purchased and its total obligationany shortfall by making an alternative compliance payment for eachat a rate per REC requirement for which PSNH is deficient.established by law.  The costs of both the RECs and alternative compliance payments are recovered by PSNH through its ESdefault energy service rates charged to customers.  


The RECs generated from PSNH’s Northern Wood Power Project, a wood-burning facility, are typically sold to other energy suppliers or load carrying entities and the net proceeds from the sale of these RECs are credited back to customers.


Similarly, Connecticut's RPS statute requires increasing percentages of the electricity sold to retail customers to have direct ties to renewable sources.  In 2013,2015, the total RPS obligation was 17 percent and19.5 percentand will ultimately reach 27 percent in 2020.  CL&P is permitted to recover any costs incurred in complying with RPS from its customers through rates.its GSCrate.




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Massachusetts’Massachusetts' RPS program also requires electricity suppliers to meet renewable energy standards.  For 2013,2015, the requirement was 15.119.25 percent, and will ultimately reach 27.122.1 percent in 2020.  NSTAR Electric and WMECO are permitted to recover any costs incurred in complying with RPS from its customers through rates.  WMECO also owns renewable solar generation resources.  The RECs generated from WMECO’sWMECO's solar units are sold to other energy suppliers, and the proceeds from these sales are credited back to customers.


Hazardous Materials Regulations


Prior to the last quarter of the 20th century, when environmental best practices laws and regulations were implemented, utility companies often disposed of residues from operations by depositing or burying them on-site or disposing of them at off-site landfills or other facilities.  Typical materials disposed of include coal gasification byproducts, fuel oils, ash, and other materials that might contain polychlorinated biphenyls or that otherwise might be hazardous.  It has since been determined that deposited or buried wastes, under certain circumstances, could cause groundwater contamination or create other environmental risks.  We have recorded a liability for what we believe, based upon currently available information, is our estimatedreasonably estimable environmental investigation, remediation, and/or remediationNatural Resource Damages costs for waste disposal sites for which we expect to bear legalhave probable liability.  We continue to evaluate the environmental impact of our former disposal practices.  Under federal and state law, government agencies and private parties can attempt to impose liability on us for these practices.recovery of investigation and remediation costs at hazardous waste sites.  As of December 31, 2013,2015, the liability recorded by us for our reasonably estimable and probable environmental remediation costs for known sites needing investigation and/or remediation, exclusive of recoveries from insurance or from third parties, was approximately $35.4$51.1 million, representing 6864 sites.  These costs could be significantly higher if additional remediation becomes necessary or when additional information as to the extent of contamination becomes available.


The most significant liabilities currently relate to future clean-up costs at former MGP facilities.  These facilities were owned and operated by our predecessor companies from the mid-1800's to mid-1900's.  By-products from the manufacture of gas using coal resulted in fuel oils, hydrocarbons, coal tar, purifier wastes, metals and other waste products that may pose risks to human health and the environment.  We through our subsidiaries, currently have partial or full ownership responsibilities at former MGP sites that have a reserve balance of $31.4$45.5 million of the total $35.4$51.1 million as of December 31, 2013.  Predominantly all2015.  Many of these MGP costs are recoverable from customers through our rates.


Electric and Magnetic Fields


For more than twenty years, published reports have discussed the possibility of adverse health effects from electric and magnetic fields (EMF) associated with electric transmission and distribution facilities and appliances and wiring in buildings and homes.  Although weak health risk associations reported in some epidemiology studies remain unexplained, most researchers, as well as numerous scientific review panels, considering all significant EMF epidemiology and laboratory studies, have concluded that the available body of scientific information does not support the conclusion that EMF affects human health.


In accordance with recommendations of various regulatory bodies and public health organizations, we reduce EMF associated with new transmission lines by the use of designs that can be implemented without additional cost or at a modest cost.  We do not believe that other capital expenditures are appropriate to minimize unsubstantiated risks.




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Global Climate Change and Greenhouse Gas Emission Issues


Global climate change and greenhouse gas emission issues have received an increased focus from state governments and the federal government.  The EPA initiated a rulemaking addressing greenhouse gas emissions and, on December 7, 2009, issued a finding that concluded that greenhouse gas emissions are "air pollution" that endangerendangers public health and welfare and should be regulated.  The largest source of greenhouse gas emissions in the U.S. is the electricity generating sector.  The EPA has mandated greenhouse gas emission reporting beginning in 2011 for emissions for certain aspects of our business including stationary combustion, volume of gas supplied to large customers and fugitive emissions of SF6 gas and methane.


We are continually evaluating the regulatory risks and regulatory uncertainty presented by climate change concerns.  Such concerns could potentially lead to additional rules and regulations that impact how we operate our business, both in terms of the generating facilities we own and operate as well as general utility operations.  These could include federal "cap and trade" laws, carbon taxes, fuel and energy taxes, or regulations requiring additional capital expenditures at our generating facilities.  We expect that any costs of these rules and regulations would be recovered from customers.


Connecticut, New Hampshire and Massachusetts are each members of the Regional Greenhouse Gas Initiative (RGGI), a cooperative effort by nine northeastern and mid-Atlantic states, to develop a regional program for stabilizing and reducing CO2 emissions from fossil fueledcoal- and oil-fired electric generating plants.  Because CO2 allowances issued by any participating state are usable across all nine RGGI state programs, the individual state CO2 trading programs, in the aggregate, form one regional compliance market for CO2 emissions.  AThe third three-year control period took effect on January 1, 2015 and extends through December 31, 2017.  In this control period, each regulated power plant must hold CO2 allowances equal to 50 percent of its emissions during each of the first two years of the three-year period, and hold CO2 allowances equal to demonstrate compliance100 percent of its remaining emissions for the three-year control period at the end of a three year compliance period that began in 2012.the period.


PSNH anticipates that its generating units will emit between twoone million and fourthree million tons of CO2 per year, depending on the capacity factor and the utilization of the respective generation plant, excluding emissions from the operation of PSNH’sPSNH's Northern Wood Power Project.  New Hampshire legislation provides up to 1.5 million banked CO2 allowances per year for PSNH’s fossil fueled electric generating plants during the 2012 through 2014 compliance period.Project, which emissions are an offset.  PSNH expects to satisfysatisfied its remaining RGGI requirements by purchasing CO2 allowances at auction or in the secondary market.auction.  The cost of complying with RGGI requirements is recoverable from



17



PSNH customers.  Current legislation provides athat the portion of the RGGI auction proceeds in excess of $1 per allowance will be refunded to customers.


Because none of NU’sEversource Energy's other subsidiaries, CL&P, NSTAR Electric or WMECO, currently owns any generating assets (other than twoWMECO's solar photovoltaic facilities owned by WMECO that do not emit CO2), none of them is required to acquire CO2 allowances.  However, the CO2 allowance costs borne by the generating facilities that are utilized by wholesale energy suppliers to satisfy energy supply requirements to CL&P, NSTAR Electric and WMECO willare likely to be included in the overall wholesale rates charged, which costs are then recoverable from customers.


FERC Hydroelectric Project Licensing


Federal Power Act licenses may be issued for hydroelectric projects for terms of 30 to 50 years as determined by the FERC.  Upon the expiration of an existing license, (i) the FERC may issue a new license to the existing licensee, (ii) the United States may take over the project, or (iii) the FERC may issue a new license to a new licensee, upon payment to the existing licensee of the lesser of the fair value or the net investment in the project, plus severance damages, less certain amounts earned by the licensee in excess of a reasonable rate of return.


PSNH currently owns nine hydroelectric generating stations with a current claimed capability representing winter rates of approximately 71 MW, eight of which are licensed by the FERC under long-term licenses that expire on varying dates from 2017 through 2047.  PSNH and its hydroelectric projects are subject to conditions set forth in such licenses, the Federal Power Act and related FERC regulations, including provisions related to the condemnation of a project upon payment of just compensation, amortization of project investment from excess project earnings, possible takeover of a project after expiration of its license upon payment of net investment and severance damages and other matters.  PSNH is currently involved withcompleting the early stages of relicensing atapplication for its 6.5 MW Eastman Falls Hydro Station, the license for which is comprised of two units, totaling 6.5 MW.expires in 2017.


EMPLOYEES


As of December 31, 2013, NU2015, Eversource Energy employed a total of 8,6977,943 employees, excluding temporary employees, of which 1,5661,037 were employed by CL&P, 1,0251,240 were employed by NSTAR Electric, 694 were employed by PSNH, 308and 291 were employed by WMECO, and 2,194 were employed by NSTAR Electric.WMECO.  Approximately 4850 percent of our employees are members of the International Brotherhood of Electrical Workers, the Utility Workers Union of America or The United Steelworkers, and are covered by 1314 collective bargaining agreements.


INTERNET INFORMATION


Our website address is www.nu.com.www.eversource.com.  We make available through our website a link to the SEC's EDGAR website (http://www.sec.gov/edgar/searchedgar/companysearch.html), at which site NU's,Eversource Energy's, CL&P's, NSTAR Electric’s,Electric's, PSNH's and WMECO's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports may be reviewed.  Information contained on the Company's website or that can be accessed through the website is not incorporated into and does not constitute a part of this Annual Report on Form 10-K.  Printed copies of these reports may be obtained free of charge by writing to our Investor Relations Department at Northeast Utilities,Eversource Energy, 107 Selden Street, Berlin, CT 06037.




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Item 1A.

Risk Factors


In addition to the matters set forth under "Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995" included immediately prior to Item 1,Business, above, we are subject to a variety of significant risks.  Our susceptibility to certain risks, including those discussed in detail below, could exacerbate other risks.  These risk factors should be considered carefully in evaluating our risk profile.


Cyber breaches, acts of war or terrorism, or grid disturbances could negatively impact our business.


Cyber intrusions targeting our information systems could impair our ability to properly manage our data, networks, systems and programs, adversely affect our business operations or lead to release of confidential customer information or critical operating information.  While we have implemented measures designed to prevent cyber-attacks and mitigate their effects should they occur, our systems are vulnerable to unauthorized access and cyber intrusions.  We cannot discount the possibility that a security breach may occur or quantify the potential impact of such an event.


Actsbreaches, acts of war or terrorism, physical attacks or grid disturbances resulting from internal or external sources could target our generation, transmission, distribution and distributiongeneration facilities or our data managementinformation technology systems.  Such actions could impair our ability to manage these facilities, or operate our systemsystems effectively, or properly manage our data, networks and programs, resulting in loss of service to customers.


We have instituted safeguards to protect our operational systems and information technology assets.  We devote substantial resources to network and application security, encryption and other measures to protect our computer systems and infrastructure from unauthorized access or misuse and interface with numerous external entities to improve our cybersecurity situational awareness.  FERC, through the North American Electric Reliability Corporation, requires certain safeguards to be implemented to deter cyber and/or physical attacks.  These safeguards may not always be effective due to the evolving nature of cyber and/or physical attacks.


Because our generation and transmission facilities are part of an interconnected regional grid, we face the risk of blackout due to a disruption on a neighboring interconnected system.


Any such cyber breaches, acts of war or terrorism, physical attacks or grid disturbances could result in a significant decrease in revenues, significant expense to repair system damage or security breaches, and liability claims, which could have a material adverse impact on our financial position, results of operations or cash flows.




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Our goodwill is valuedStrategic development opportunities in both electric and recorded at an amount that, if impairednatural gas transmission may not be successful and written down,projects may not commence operation as scheduled or be completed, which could adversely affecthave a material adverse effect on our future operating results and total capitalization.business prospects.


We are pursuing broader strategic development investment opportunities that will benefit the New England region related to the construction of electric and natural gas transmission facilities, interconnections to generating resources and other investment opportunities.  The development, construction and expansion of electric transmission and natural gas transmission facilities involve numerous risks.  Various factors could result in increased costs or result in delays or cancellation of these projects.  Risks include regulatory approval processes, new legislation, economic events or factors, environmental and community concerns, design and siting issues, difficulties in obtaining required rights of way, competition from incumbent utilities and other entities, and actions of strategic partners.  Should any of these factors result in such delays or cancellations, our financial position, results of operations, and cash flows could be adversely affected or our future growth opportunities may not be realized as anticipated.


As a result of legislative and regulatory changes during 2015, the states in which we provide service have implemented new procedures to select for construction new major electric transmission and gas pipeline facilities.  These procedures require the review of competing projects and permit the selection of only those projects that are expected to provide the greatest benefit to customers.  If the projects in which we have invested are not selected for construction, it would have a significant amount of goodwillmaterial adverse effect on our consolidated balance sheet.  future financial position, results of operations and cash flows.


The carrying valueactions of goodwill representsregulators and legislators can significantly affect our earnings, liquidity and business activities.


The rates that our electric and gas companies charge their customers are determined by their state regulatory commissions and by FERC.  These commissions also regulate the fair valuecompanies' accounting, operations, the issuance of certain securities and certain other matters.  FERC also regulates the transmission of electric energy, the sale of electric energy at wholesale, accounting, issuance of certain securities and certain other matters.


Under state and federal law, our electric and gas companies are entitled to charge rates that are sufficient to allow them an acquired businessopportunity to recover their reasonable operating and capital costs, to attract needed capital and maintain their financial integrity, while also protecting relevant public interests.  Each of these companies prepares and submits periodic rate filings with their respective regulatory commissions for review and approval.


The FERC has jurisdiction over our transmission costs recovery and the allowed return on equity.  The ROE has been contested by outside parties as unjust and unreasonable.  Certain outside parties have filed three complaints against all electric companies under the jurisdiction of ISO-NE alleging that the ROE is unjust and unreasonable.  The first complaint, which was concluded in excess of identifiable assets and liabilities as2015, resulted in a decrease of the acquisition date.  Asallowed ROE.  The second and third complaints are currently under review with the FERC.  The FERC has initiated a review of December 31, 2013, goodwill totaled $3.5 billion,the regional and local transmission rates due to a lack of adequate transparency.  FERC also found that the formula rates generally lacked sufficient details to determine how costs are derived and recovered in rates.


A federal appeals court decision has upheld the FERC's authority to order major changes to transmission planning and cost allocation in FERC Order No. 1000 and Order No. 1000-A, including transmission planning for public policy needs, and the requirement that utilities remove from their transmission tariffs their rights of first refusal to build transmission.  Additionally, the FERC affirmed that it can eliminate our right of first refusal to build transmission in New England even though the FERC previously approved and granted special protections to these rights.  Implementation of FERC's goals in New England, including within our service territories, may expose us to competition for construction of transmission projects, additional regulatory considerations, and potential delay with respect to future transmission projects, which $3.2 billion was attributable to the acquisition of NSTAR in April 2012.  Total goodwill represented approximately 36 percent of our $9.6 billion of shareholders’ equity and approximately 13 percent of our total assets of $27.8 billion.  We test our goodwill balances for impairment on an annual basis or whenever events occur or circumstances change that would indicate a potential for impairment.  A determination that goodwill is deemed to be impaired would result in a non-cash charge that could materiallymay adversely affect our results of operation.




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There is no assurance that the commissions will approve the recovery of all costs incurred by our electric and gas companies, including costs for construction, operation and maintenance, as well as a reasonable return on their respective regulated assets.  The amount of costs incurred by the companies, coupled with increases in fuel and energy prices, could lead to consumer or regulatory resistance to the timely recovery of such costs, thereby adversely affecting our financial position, results of operations or cash flows.


If our settlement agreement regarding the divestiture of our generation assets in New Hampshire is not approved, it could have a material adverse effect on our earnings.


Under our settlement agreement for the divestiture of our generation assets in New Hampshire, we will be entitled to collect from customers an amount equal to the difference between the proceeds from the sale of these assets and the undepreciated book value of those assets.  Costs related to the divestiture would also be recoverable.  To minimize the financial impact on customers in New Hampshire, the legislature passed legislation that allows for the securitization of stranded costs to be recovered.  If the NHPUC does not approve the settlement, we may not be able to fully recover these costs in future rate proceedings, which could have a material adverse effect on our financial position, results of operations and total capitalization.  The annual goodwill impairment testcash flows.


Our transmission, distribution and generation systems may not operate as expected, and could require unplanned expenditures, which could adversely affect our financial position, results of operations and cash flows.


Our ability to properly operate our transmission, distribution and generation systems is critical to the financial performance of our business.  Our transmission, distribution and generation businesses face several operational risks, including the breakdown, failure of, or damage to operating equipment, information technology systems, or processes, especially due to age; labor disputes; disruptions in 2013 resultedthe delivery of electricity and natural gas, including impacts on us or our customers; increased capital expenditure requirements, including those due to environmental regulation; catastrophic events such as fires, explosions, or other similar occurrences; extreme weather conditions beyond equipment and plant design capacity; other unanticipated operations and maintenance expenses and liabilities; and potential claims for property damage or personal injuries beyond the scope of our insurance coverage.  Many of our transmission projects are expected to alleviate identified reliability issues and reduce customers' costs. However, if the in-service date for one or more of these projects is delayed due to economic events or factors, or regulatory or other delays, the risk of failures in the electricity transmission system may increase.  Any failure of our transmission, distribution and generation systems to operate as planned may result in increased capital costs, reduced earnings or unplanned increases in operation and maintenance costs.  Outages at generating stations may be deemed imprudent by the NHPUC resulting in disallowance of replacement power and repair costs.  Such costs that are not recoverable from our customers would have an adverse effect on our financial position, results of operations and cash flows.


Increases in electric and gas prices and/or a weak economy can lead to changes in legislative and regulatory policy promoting increased energy efficiency, conservation, and self-generation and/or a reduction in our customers' ability to pay their bills, which may adversely impact our business.


Energy consumption is significantly impacted by the general level of economic activity and cost of energy supply.  Economic downturns or periods of high energy supply costs typically can lead to the development of legislative and regulatory policy designed to promote reductions in energy consumption and increased energy efficiency and self-generation by customers.  This focus on conservation, energy efficiency and self-generation may result in a conclusiondecline in electricity and natural gas sales in our service territories.  Economic downturns or periods of high energy supply costs can also impact customers’ ability to pay their energy bills, resulting in increased bad debt expense.  If energy use were to decline or bad debt expense were to increase, without corresponding adjustments in rates at our electric and gas companies that goodwill isdo not impaired.currently have revenue decoupling, then our revenues would be reduced, which would have an adverse effect on our financial position, results of operations and cash flows.


Severe storms could cause significant damage to any of our electrical facilities requiring extensive expenditures, the recovery for which is subject to approval by regulators.


Severe weather, such as ice and snow storms, hurricanes and other natural disasters, may cause outages and property damage, which may require us to incur additional costs that may not be recoverable from customers.  The cost of repairing damage to our operating subsidiaries' facilities and the potential disruption of their operations due to storms, natural disasters or other catastrophic events could be substantial, particularly as regulators and customers demand better and quicker response times to outages.  If, upon review, any of our state regulatory authorities finds that our actions were imprudent, some of those restoration costs may not be recoverable from customers.  The inability to recover a significant amount of such costs could have an adverse effect on our financial position, results of operations and cash flows.


NUOur goodwill is valued and recorded at an amount that, if impaired and written down, could adversely affect our future operating results and total capitalization.


We have a significant amount of goodwill on our consolidated balance sheet.  As of December 31, 2015, goodwill totaled $3.5 billion.  The carrying value of goodwill represents the fair value of an acquired business in excess of identifiable assets and liabilities as of the acquisition date.  We test our goodwill balances for impairment on an annual basis or whenever events occur or circumstances change that would indicate a potential for impairment.  A determination that goodwill is deemed to be impaired would result in a non-cash charge that could materially adversely affect our financial position, results of operations and total capitalization.  The annual goodwill impairment test in 2015 resulted in a conclusion that our goodwill is not impaired.


Eversource Energy and its utility subsidiaries are exposed to significant reputational risks, which make them vulnerable to increased regulatory oversight or other sanctions.




17



Because utility companies, including our electric and natural gas utility subsidiaries, have large consumer customer bases, they are subject to adverse publicity focused on the reliability of their distribution services and the speed with which they are able to respond to electric outages, natural gas leaks and similar interruptions caused by storm damage or other unanticipated events.  Adverse publicity of this nature could harm the reputations of NUEversource Energy and its subsidiaries, andsubsidiaries; may make state legislatures, utility commissions and other regulatory authorities less likely to view NUEversource Energy and its subsidiaries in a favorable light,light; and may cause NUEversource Energy and its subsidiaries to be subject to less favorable legislative and regulatory outcomes or increased regulatory oversight.  Unfavorable regulatory outcomes can include more stringent laws and regulations governing our operations, such as reliability and customer service quality standards or vegetation management requirements, as well as fines, penalties or other sanctions or requirements.  The imposition of any of the foregoing could have a material adverse effect on the business, results of operations, cash flow and financial condition of NUEversource Energy and each of its utility subsidiaries.


The Merger may present certain material risks to the Company’s business and operations.


The Merger, described in Item 1,Business, may present certain risks to our business and operations including, among other things, risks that:


·

We may be unable to successfully integrate the businesses and workforces of NSTAR with our businesses and workforces;


·

Conditions, terms, obligations or restrictions relating to the Merger imposed on us by regulatory authorities may adversely affect our business and operations;


·

We may be unable to avoid potential liabilities and unforeseen increased expenses or delays associated with integration plans;


·

We may be unable to successfully manage the complex integration of systems, technology, networks and other assets in a manner that minimizes any adverse impact on customers, vendors, suppliers, employees and other constituencies;


·

We may experience inconsistencies in each companies’ standards, controls, procedures and policies.


Accordingly, there can be no assurance that the Merger will result in the realization of the full benefits of synergies, innovation and operational efficiencies that we currently expect, that these benefits will be achieved within the anticipated timeframe or that we will be able to fully and accurately measure any such synergies.


The actions of regulators can significantly affect our earnings, liquidity and business activities.


The rates that our Regulated companies charge their respective retail and wholesale customers are determined by their state utility commissions and by FERC.  These commissions also regulate the companies’ accounting, operations, the issuance of certain securities and certain other matters.  FERC also regulates their transmission of electric energy, the sale of electric energy at wholesale, accounting, issuance of certain securities and certain other matters.  The commissions’ policies and regulatory actions could have a material impact on the Regulated companies’ financial position, results of operations and cash flows.




19



Our transmission, distribution and generation systems may not operate as expected, and could require unplanned expenditures, which could adversely affect our financial position, results of operations and cash flows.


Our ability to properly operate our transmission, distribution and generation systems is critical to the financial performance of our business.  Our transmission, distribution and generation businesses face several operational risks, including the breakdown or failure of or damage to equipment or processes (especially due to age); labor disputes; disruptions in the delivery of electricity and natural gas, including impacts on us or our customers; increased capital expenditure requirements, including those due to environmental regulation; information security risk, such as a breach of our systems on which sensitive utility customer data and account information are stored; catastrophic events such as fires, explosions, or other similar occurrences; extreme weather conditions beyond equipment and plant design capacity; other unanticipated operations and maintenance expenses and liabilities; and potential claims for property damage or personal injuries beyond the scope of our insurance coverage.  The failure of our transmission, distribution and generation systems to operate as planned may result in increased capital costs, reduced earnings or unplanned increases in operation and maintenance costs.  At PSNH, outages at generating stations may be deemed imprudent by the NHPUC resulting in disallowance of replacement power costs.  Such costs that are not recoverable from our customers would have an adverse effect on our financial position, results of operations and cash flows.


Limits on our access to and increases in the cost of capital may adversely impact our ability to execute our business plan.


We use short-term debt and the long-term capital markets as a significant source of liquidity and funding for capital requirements not obtained from our operating cash flow.  If access to these sources of liquidity becomes constrained, our ability to implement our business strategy could be adversely affected.  In addition, higher interest rates would increase our cost of borrowing, which could adversely impact our results of operations.  A downgrade of our credit ratings or events beyond our control, such as a disruption in global capital and credit markets, could increase our cost of borrowing and cost of capital or restrict our ability to access the capital markets and negatively affect our ability to maintain and to expand our businesses.


Our counterparties may not meet their obligations to us or may elect to exercise their termination rights, which could adversely affect our earnings.


We are exposed to the risk that counterparties to various arrangements who owe us money, have contracted to supply us with energy, coal, or other commodities or services, or who work with us as strategic partners, including on significant capital projects, will not be able to perform their obligations, will terminate such arrangements or, with respect to our credit facilities, fail to honor their commitments.  Should any of these counterparties fail to perform their obligations or terminate such arrangements, we might be forced to replace the underlying commitment at higher market prices and/or have to delay the completion of, or cancel a capital project.  Should any lenders under our credit facilities fail to perform, the level of borrowing capacity under those arrangements could decrease.  In any such events, our financial position, results of operations, or cash flows could be adversely affected.


Difficulties in obtaining necessary rightsThe unauthorized access to and the misappropriation of way,confidential and proprietary customer, employee, financial or siting, design or other approvals for major transmission projects, environmental concerns or actions of regulatory authorities, communities or strategic partners may cause delays or cancellation of such projects, which wouldsystem operating information could adversely affect our earnings.business operations and adversely impact our reputation.


Various factorsIn the regular course of business we maintain sensitive customer, employee, financial and system operating information and are required by various federal and state laws to safeguard this information.  Cyber intrusions, security breaches, theft or loss of this information by cyber crime or otherwise could result in increased costslead to the release of critical operating information or result in delaysconfidential customer or cancellation of our transmission projects.  These include the regulatory approval process, environmental and community concerns, design and siting issues, difficulties in obtaining required rights of way and actions of strategic partners.  Should any of these factors result in such delays or cancellations, our financial position, results of operations, and cash flows could be adversely affected.


Economic events or factors, changes in regulatory or legislative policy and/or regulatory decisions or construction of new generation may delay completion of or displace or result in the abandonment of our planned transmission projects or adversely affect our ability to recover our investments or result in lower than expected earnings.


Our transmission construction plans could be adversely affected by economic events or factors, new legislation, regulations, or judicial or regulatory interpretations of applicable law or regulations or regulatory decisions.  Any of such events could cause delays in, or the inability to complete or abandonment of, economic or reliability related projects,employee information, which could adversely affect our ability to achieve forecasted earningsor to recoverbusiness operations or adversely impact our investments or result in lower than expected rates of return.  Recoverability of all such investments in rates may be subject to prudence review at the FERC.  While we believe that all of such costs have beenreputation, and will be prudently incurred, we cannot predict the outcome of future reviews should they occur.


In addition, our transmission projects may be delayed or displaced by new generation facilities, which could result in reduced transmission capital investments, reduced earnings,significant costs, fines and litigation.  We maintain limited future growth prospects.


Manyprivacy protection liability insurance to cover limited damages and defense costs arising from unauthorized disclosure of, our transmission projects are expectedor failure to help alleviate identified reliability issues and reduce customers' costs.  However, if, due to economic events or factors or further regulatory or other delays, the in-service date for one or more of these projects is delayed, there may be increased risk of failures in the electricity transmission system and supply interruptions or blackouts, which could have an adverse effect on our earnings.


The FERC has followed a policy of providing incentives designed to encourage the construction of new transmission facilities, including higher returns on equity and allowing facilities under construction to be placed in rate base.  Our projected earnings and growth could be adversely affected were FERC to reduce these incentives in the future below the levels presently anticipated.



20




Increases in electric and gas prices and/or a weak economy, can lead to changes in legislative and regulatory policy promoting energy efficiency, conservation, and self-generation and/or a reduction in our customers’ ability to pay their bills, which may adversely impact our business.


Energy consumption is significantly impacted by the general level of economic activity and cost of energy supply.  Economic downturns or periods of high energy supply costs typically can lead to the development of legislative and regulatory policy designed to promote reductions in energy consumption and increased energy efficiency and self-generation by customers.  This focus on conservation, energy efficiency and self-generation may result in a decline in electricity and gas sales in our service territories.  If any such declines were to occur without corresponding adjustments in rates, then our revenues would be reduced and our future growth prospects would be limited.


In addition, a period of prolonged economic weakness could impact customers’ ability to pay bills in a timely manner and increase customer bankruptcies, which may lead to increased bad debt expenses or other adverse effects on our financial position, results of operations or cash flows.


Changes in regulatory and/or legislative policy could negatively impact our transmission planning and cost allocation rules.


The existing FERC-approved New England transmission tariff allocates the costs of transmission facilities that provide regional benefits to all customers of participating transmission-owning utilities.  As new investment in regional transmission infrastructure occurs in any one state, its cost is shared across New England in accordance with a FERC approved formula found in the transmission tariff.  All New England transmission owners' agreement to this regional cost allocation is set forth in the Transmission Operating Agreement.  This agreement can be modified with the approval of a majority of the transmission owning utilities and approval by FERC.  In addition, other parties, such as state regulators, may seek certain changes to the regional cost allocation formula, which could have adverse effects on the rates our distribution companies charge their retail customers.  


FERC has issued rules requiring all regional transmission organizations and transmission owning utilities to make compliance changes to their tariffs and contracts in order to further encourage the construction of transmission for generation, including renewable generation.  This compliance will require ISO-NE and New England transmission owners to develop methodologies that allow for regional planning and cost allocation for transmission projects chosen in the regional plan that are designed to meet public policy goals such as reducing greenhouse gas emissions or encouraging renewable generation.  Such compliance may also allow non-incumbent utilities and other entities to participate in the planning and construction of new projects in our service area and regionally.


Changes in the Transmission Operating Agreement, the New England Transmission Tariff or legislative policy, or implementation of these new FERC planning rules, could adversely affect our transmission planning, our earnings and our prospects for growth.


Changes in regulatory or legislative policy or unfavorable outcomes in regulatory proceedings could jeopardize our full and/or timely recovery of costs incurred by our regulated distribution and generation businesses.


Under state law, our Regulated companies are entitled to charge rates that are sufficient to allow them an opportunity to recover their reasonable operating and capital costs, to attract needed capital and maintain their financial integrity, while also protecting relevant public interests.  Each of these companies prepares and submits periodic rate filings with their respective state regulatory commissions for review and approval.  There is no assurance that these state commissions will approve the recovery of all such costs incurred by our Regulated companies, such as for construction, operation and maintenance,protect, private information as well as costs for notification to, or for credit card monitoring of, customers, employees and other persons in the event of a return on investment on their respective regulated assets.  The amountbreach of costs incurred byprivate information.  This insurance covers amounts paid to avert, prevent or stop a network attack or the Regulated companies, coupled with increases in fueldisclosure of personal information, and energy prices, could lead to consumer or regulatory resistance to the timely recovery of such costs, thereby adversely affecting our financial position, results of operations or cash flows.  


Additionally, state legislators may enact laws that significantly impact our Regulated companies’ revenues, including by mandating electric or gas rate relief and/or by requiring surcharges to customer bills to support state programs not related to the utilities or energy policy.  Such increases could pressure overall rates to our customers and our routine requests to regulators for rate relief.


In addition, CL&P, NSTAR Electric and WMECO procure energy for a substantial portion of their customers’ needs via requests for proposal on an annual, semi-annual or quarterly basis.  CL&P, NSTAR Electric and WMECO receive approval to recover the costs of these contracts froma qualified forensics firm to determine the PURAcause, source and DPU, respectively.extent of a network attack or to investigate, examine and analyze our network to find the cause, source and extent of a data breach.  While both regulatory agencieswe have consistently approved the solicitation processes, resultsimplemented measures designed to prevent cyber-attacks and recovery of costs, management cannot predict the outcome of future solicitation efforts or the regulatory proceedings related thereto.


PSNH meets most of its energy requirements through its own generation resources and fixed-price forward purchase contracts.  PSNH’s remaining energy needs are met primarily through spot market purchases.  Unplanned forced outages of its generating plants could increase the level of energy purchases needed by PSNH and therefore increase the market risk associated with procuring the energy to meet its requirements.  PSNH recovers these costs through its ES rate, subject to a prudence review by the NHPUC.  We cannot predict the outcome of future regulatory proceedings related to recovery of these costs.




21



Migration of customers from PSNH energy service to competitive energy suppliersmitigate their effects should they occur.  These measures may increase the cost to the remaining customers of energy produced by PSNH generation assets.


The competitiveness of PSNH’s ES rates are sensitive to the cost of fuels, most notably natural gas, and customer load.  Recently, PSNH’s ES rate has been higher than competitive energy prices offered to some customers.  Further increases may occur as the costs associated with the Clean Air Project are included in rates.  Customers remaining on PSNH’s ES rate may experience an increase in costnot be effective due to the lower base over whichcontinually evolving nature of efforts to recover PSNH's fixed generation costs.  Any such increase may in turn cause further migration and further impact PSNH’s ES rate.  This trend could lead to PSNH continuing to lose energy supply customers and increasing the burden of supporting the cost of its generation facilities on remaining customers and being unable to support the cost of its generation facilities through an ES rate, which could have an adverse impact on its financial position, results of operations and cash flows.


Judicial or regulatory proceedings or changes in regulatory or legislative policy could jeopardize full recovery of costs incurred by PSNH in constructing the Clean Air Project.


Pursuant to New Hampshire law, PSNH placed the Clean Air Project in service at its Merrimack Station.  PSNH’s recovery of costs in constructing the project is subject to prudence review by the NHPUC.  A material prudence disallowance could adversely affect PSNH’s financial position, results of operations or cash flows.  While we believe we have prudently incurred all expenditures to date, we cannot predict the outcome of any prudence reviews.  Our projected earnings and growth could be adversely affected were the NHPUC to deny recovery of some or all of PSNH’s investment in the project.access confidential information.


The loss of key personnel or the inability to hire and retain qualified employees could have an adverse effect on our business, financial position and results of operations.


Our operations depend on the continued efforts of our employees.  Retaining key employees and maintaining the ability to attract new employees are important to both our operational and financial performance.  We cannot guarantee that any member of our management or any key employee at the NUEversource parent or subsidiary level will continue to serve in any capacity for any particular period of time.  In addition, a significant portion of our workforce, including many workers with specialized skills maintaining and servicing the electrical infrastructure, will be eligible to retire over the next five to ten years.  Such highly skilled individuals cannot be quickly replaced due to the technically complex work they perform.  We have developed strategic workforce plans to identify key functions and proactively implement plans to assure a ready and qualified workforce, but cannot predict the impact of these plans on our ability to hire and retain key employees.


Market performance or changes in assumptions require us to make significant contributions to our pension and other post-employmentpostretirement benefit plans.


We provide a defined benefit pension plan and other post-retirementpostretirement benefits for a substantial number of employees, former employees and retirees.  Our future pension obligations, costs and liabilities are highly dependent on a variety of factors beyond our control.  These factors include estimated investment returns, interest rates, discount rates, health care cost trends, benefit changes, salary increases and the demographics of plan participants.  If our assumptions prove to be inaccurate, our future costs could increase significantly.  In 2008 and 2009, due to the financial crisis, the value of our pension assets declined.  As a result, in 2013, NU made contributions to the NUSCO Pension Plan totaling $202.7 million and NSTAR Electric contributed $82 million to the NSTAR Pension Plan.  We expect to make contributions in 2014 totaling $71.6 million. In addition, various factors, including underperformance of plan investments and changes in law or regulation, could increase the amount of contributions required to fund our pension plan in the future.  Additional large funding requirements, when combined with the financing requirements of our construction program, could impact the timing and amount of future equity and debt financings and negatively affect our financial position, results of operations or cash flows. For further information, see Note 9A, "Employee Benefits - Pensions and Postretirement Benefits Other Than Pensions," to the financial statements.




18



Costs of compliance with environmental regulations, including climate change legislation, may increase and have an adverse effect on our business and results of operations.


Our subsidiaries' operations are subject to extensive federal, state and local environmental statutes, rules and regulations that govern, among other things, air emissions, water discharges and the management of hazardous and solid waste.  Compliance with these requirements requires us to incur significant costs relating to environmental monitoring, installation of pollution control equipment, emission fees, maintenance and upgrading of facilities, remediation and permitting.  The costs of compliance with existing legal requirements or legal requirements not yet adopted may increase in the future.  An increase in such costs, unless promptly recovered, could have an adverse impact on our business and our financial position, results of operations or cash flows.


In addition, global climate change issues have received an increased focus from federal and state governments, which could potentially lead to additional rules and regulations that impact how we operate our business, both in terms of the power plants we own and operate as well as general utility operations.government agencies .  Although we would expect that any costs of these rules and regulations would be recovered from customers, their impact on energy use by customers and the ultimate impact on our business would be dependent upon the specific rules and regulations adopted and cannot be determined at this time.  The impact of these additional costs to customers could lead to a further reduction in energy consumption resulting in a decline in electricity and gas sales in our service territories, which would have an adverse impact on our business and financial position, results of operations or cash flows.


Any failure by us to comply with environmental laws and regulations, even if due to factors beyond our control, or reinterpretations of existing requirements, could also increase costs.  Existing environmental laws and regulations may be revised or new laws and regulations seeking to protect the environment may be adopted or become applicable to us.  Revised or additional laws could result in



22



significant additional expense and operating restrictions on our facilities or increased compliance costs, which may not be fully recoverable in distribution company rates.  The cost impact of any such laws, rules or regulations would be dependent upon the specific requirements adopted and cannot be determined at this time.  For further information, see Item 1,Business -Other Regulatory and Environmental Matters, included in this Annual Report on Form 10-K.


As a holding company with no revenue-generating operations, NU parent’sEversource parent's liquidity is dependent on dividends from its subsidiaries, primarily the Regulated companies, its commercial paper program, and its ability to access the long-term debt and equity capital markets.


NUEversource parent is a holding company and as such, has no revenue-generating operations of its own.  Its ability to meet its debt service obligations and to pay dividends on its common shares is largely dependent on the ability of its subsidiaries to pay dividends to or repay borrowings from NUEversource parent, and/or NU parent’sEversource parent's ability to access its commercial paper program or the long-term debt and equity capital markets.  Prior to funding NUEversource parent, the Regulatedsubsidiary companies have financial obligations that must be satisfied, including among others, their operating expenses, debt service, preferred dividends (in the case of CL&P and NSTAR Electric),certain subsidiaries, and obligations to trade creditors.  Additionally, the Regulatedsubsidiary companies could retain their free cash flow to fund their capital expenditures in lieu of receiving equity contributions from NUEversource parent.  Should the Regulatedsubsidiary companies not be able to pay dividends or repay funds due to NUEversource parent, or if NUEversource parent cannot access its commercial paper programs or the long-term debt and equity capital markets, NU parent’sEversource parent's ability to pay interest, dividends and its own debt obligations would be restricted.


Item 1B.

Unresolved Staff Comments


We do not have any unresolved SEC staff comments.


Item 2.

Properties

 

 

 

 

 

 

 

 

 

 

Transmission and Distribution System

 

 

 

 

 

 

 

 

 

 

As of December 31, 2013, NU and our electric operating subsidiaries owned the following:

 

 

 

 

 

 

 

 

Electric

 

Electric

 

NU

Distribution

 

Transmission

 

Number of substations owned

520

 

62

 

Transformer capacity (in kVa)

41,928,000

 

17,827,000

 

Overhead lines (distribution in pole miles and

 

 

 

 

 

transmission in circuit miles)

52,022

 

3,870

 

Capacity range of overhead transmission lines (in kV)

 

 

69 to 345 

 

Underground lines (distribution in conduit bank miles and

 

 

 

 

 

transmission in cable miles)

12,785

 

677

 

Capacity range of underground transmission lines (in kV)

 

 

69 to 345 

 


 

 

 

CL&P

 

NSTAR Electric

 

PSNH

 

WMECO

 

 

 

Distribution

 

Transmission

 

Distribution

 

Transmission

 

Distribution

 

Transmission

 

Distribution

 

Transmission

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of substations owned

 

183

 

19

 

138

 

20

 

156

 

15

 

43

 

8

Transformer capacity (in kVa)

 

18,951,000

 

3,117,000

 

11,374,000

 

9,575,000

 

7,617,000

 

3,868,000

 

3,986,000

 

1,267,000

Overhead lines (distribution in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

pole miles and transmission

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

in circuit miles)

 

18,375

 

1,654

 

16,579

 

708

 

13,274

 

1,003

 

3,794

 

505

Capacity range of overhead

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

transmission lines (in kV)

 

 

 

69-345

 

 

 

115-345

 

 

 

115-345

 

 

 

69-345

Underground lines (distribution

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

in conduit bank miles and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

transmission in cable miles)

 

1,171

 

402

 

9,592

 

243

 

1,730

 

1

 

292

 

31

Capacity range of underground

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

transmission lines (in kV)

 

 

 

69-345

 

 

 

115-345

 

 

 

115

 

 

 

115

Item 2.

Properties


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

NU

 

CL&P

 

 Electric

 

PSNH

 

WMECO

Underground and overhead

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

line transformers in service

 

627,962

 

 

286,922

 

 

131,500

 

 

166,866

 

 

42,674

 

Aggregate capacity (in kVa)

 

34,361,049

 

 

14,946,332

 

 

10,289,291

 

 

7,024,239

 

 

2,101,187

 

Transmission and Distribution System

 

 

 

 

 

 

 

 

 

 

As of December 31, 2015, Eversource and our electric operating subsidiaries owned the following:

 

 

 

 

 

 

 

 

Electric

 

Electric

 

Eversource

Distribution

 

Transmission

 

Number of substations owned

 512 

 

 66 

 

Transformer capacity (in kVa)

 41,484,000 

 

 13,780,000 

 

Overhead lines (in circuit miles)

 40,258 

 

 3,932 

 

Capacity range of overhead transmission lines (in kV)

N/A

 

69 to 345

 

Underground lines (distribution in circuit miles and

    transmission in cable miles)

 16,778 

 

 407 

 

Capacity range of underground transmission lines (in kV)

N/A

 

69 to 345

 


 

 

 

CL&P

 

NSTAR Electric

 

PSNH

 

WMECO

 

 

 

Distribution

 

Transmission

 

Distribution

 

Transmission

 

Distribution

 

Transmission

 

Distribution

 

Transmission

Number of substations owned

 

 182 

 

 19 

 

 133 

 

 24 

 

 154 

 

 16 

 

 43 

 

 7 

Transformer capacity (in kVa)

 

 19,605,000 

 

 3,117,000 

 

 11,431,000 

 

 6,728,000 

 

 5,257,000 

 

 3,868,000 

 

 5,191,000 

 

 67,000 

Overhead lines (in circuit miles)

 

 16,951 

 

 1,662 

 

 7,983 

 

 750 

 

 11,913 

 

 1,039 

 

 3,411 

 

 481 

Capacity range of overhead

    transmission lines (in kV)

 

N/A

 

69 to 345

 

N/A

 

115 to 345

 

N/A

 

115 to 345

 

N/A

 

69 to 345

Underground lines (distribution

    in circuit miles and

    transmission in cable miles)

 

 6,528 

 

 136 

 

 7,354 

 

 260 

 

 1,821 

 

 1 

 

 1,075 

 

 10 

Capacity range of underground

    transmission lines (in kV)

 

N/A

 

69 to 345

 

N/A

 

115 to 345

 

N/A

 

 115 

 

N/A

 

 115 




2319






 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

Eversource

 

CL&P

 

 Electric

 

PSNH

 

WMECO

Underground and overhead line transformers in service

 

 618,387 

 

 

 288,352 

 

 

 126,353 

 

 

 160,848 

 

 

 42,834 

 

Aggregate capacity (in kVa)

 

 35,097,967 

 

 

 15,300,765 

 

 

 11,429,921 

 

 

 6,202,270 

 

 

 2,165,011 

 


Electric Generating Plants


As of December 31, 2013,2015, PSNH owned the following electric generating plants:  


Type of Plant

 

 

Number
of Units

 

Year
Installed

 

Claimed
Capability*
(kilowatts)

 

Number
of Units

 

Year
Installed

 

Claimed Capability*
(kilowatts)

 

 

 

 

 

 

Fossil – Steam Plants

 

5 units

 

1952-74

 

935,343

Steam Plants

 

5

 

1952-74

 

935,343 

Hydro

Hydro

 

20 units

 

1901-83

 

60,736

 

20

 

1901-83

 

58,115 

Internal Combustion

Internal Combustion

 

5 units

 

1968-70

 

101,868

 

5

 

1968-70

 

101,869 

Biomass

Biomass

 

1 unit

 

2006

 

42,594

 

1

 

2006

 

42,594 

 

 

 

 

 

 

Total PSNH Generating Plant

Total PSNH Generating Plant

 

31 units

 

 

 

1,140,541

 

31

 

 

 

1,137,921 


*

Claimed capability represents winter ratings as of December 31, 2013.2015.  The combined nameplate capacity of the generating plants is approximately 1,200 MW.


As of December 31, 2013,2015, WMECO owned the following electric generating plants:  


Type of Plant

Number
of Sites

Year
Installed

Claimed
Capability**
(kilowatts)

Solar Fixed Tilt, Photovoltaic

2 sites

2010-11

4,100

Type of Plant

 

 

Number
of Sites

 

Year
Installed

 

Claimed Capability**
(kilowatts)

Solar Fixed Tilt, Photovoltaic

 

3

 

2010-14

 

8,000


** Claimed capability represents the direct current nameplate capacity of the plant.


CL&P and NSTAR Electric do not own any electric generating plants.


Natural Gas Distribution System


As of December 31, 2013,2015, Yankee Gas owned 28 active gate stations, 206203 district regulator stations, and 3,291approximately 3,317 miles of natural gas main pipeline.  Yankee Gas also owns a liquefaction and vaporization plant and above ground storage tank with a storage capacity equivalent of 1.2 Bcf LNG facilityof natural gas in Waterbury, Connecticut.


As of December 31, 2013,2015, NSTAR Gas owned 21 active gate stations, 145164 district regulator stations, and 3,213approximately 3,250 miles of natural gas main pipeline.  NSTAR Gas and Hopkinton, ownanother subsidiary of Eversource, owns a satellite vaporization plant and above ground cryogenic storage tanks.tanks in Acushnet, MA.  In addition, Hopkinton owns a liquefaction and vaporization plant.plant with above ground storage tanks in Hopkinton, MA.  Combined, the two plants' tanks have an aggregate storage capacity equivalent to 3.5 Bcf of natural gas.gas that is provided to NSTAR Gas under contract.


Franchises


CL&P  Subject to the power of alteration, amendment or repeal by the General Assembly of Connecticut and subject to certain approvals, permits and consents of public authority and others prescribed by statute, CL&P has, subject to certain exceptions not deemed material, valid franchises free from burdensome restrictions to provide electric transmission and distribution services in the respective areas in which it is now supplying such service.


In addition to the right to provide electric transmission and distribution services as set forth above, the franchises of CL&P include, among others, limited rights and powers, as set forth under Connecticut law and the special acts of the General Assembly constituting its charter, to manufacture, generate, purchase and/or sell electricity at retail, including to provide Standard Service, Supplier of Last Resort service and backup service, to sell electricity at wholesale and to erect and maintain certain facilities on public highways and grounds, all subject to such consents and approvals of public authority and others as may be required by law. The franchises of CL&P include the power of eminent domain.  Connecticut law prohibits an electric distribution company from owning or operating generation assets.  However, under "An Act Concerning Energy Independence," enacted in 2005, CL&P is permitted to own up to 200 MW of peaking facilities if the PURA determines that such facilities will be more cost effective than other options for mitigating FMCC and Locational Installed Capacity (LICAP) costs.  In addition, under "An Act Concerning Electricity and Energy Efficiency," enacted in 2007, an electric distribution company, such as CL&P, is permitted to purchase an existing electric generating plant located in Connecticut that is offered for sale, subject to prior approval from the PURA and a determination by the PURA that such purchase is in the public interest.  Finally, Connecticut law also allows CL&P to submit a proposal to the DEEP to build, own or operate one or more generation facilities up to 10 MWs using Class 1I renewable energy.


NSTAR ELECTRIC ANDElectric and NSTAR GASGas  Through their charters, which are unlimited in time, NSTAR Electric and NSTAR Gas have the right to engage in the business of delivering and selling electricity and natural gas within their respective service territories, and have powers incidental thereto and are entitled to all the rights and privileges of and subject to the duties imposed upon electric and natural gas companies under Massachusetts laws.  The locations in public ways for electric transmission and distribution lines and natural gas distribution pipelines are obtained from municipal and other state authorities who, in granting these locations, act as agents for the state. In some cases the actions of these authorities are subject to appeal to the DPU.  The rights to these locations are not limited in



24



time and are subject to the action of these authorities and the legislature.  Under Massachusetts law, with the exception of municipal-owned utilities, no other entity may provide electric or natural gas delivery service to retail



20



customers within NSTAR’sNSTAR's service territory without the written consent of NSTAR Electric and/or NSTAR Gas.  This consent must be filed with the DPU and the municipality so affected.


The Massachusetts restructuring legislation defines service territories as those territories actually served on July 1, 1997 and following municipal boundaries to the extent possible.  The restructuring legislation further provides that until terminated by law or otherwise, distribution companies shall have the exclusive obligation to serve all retail customers within their service territories and no other person shall provide distribution service within such service territories without the written consent of such distribution companies.  Pursuant to the Massachusetts restructuring legislation, the DPU (then, the Department of Telecommunications and Energy) was required to define service territories for each distribution company, including NSTAR Electric.  The DPU subsequently determined that there were advantages to the exclusivity of service territories and issued a report to the Massachusetts Legislature recommending against, in this regard, any changes to the restructuring legislation.


PSNH  The NHPUC, pursuant to statutory requirements, has issued orders granting PSNH exclusive franchises to distribute electricity in the respective areas in which it is now supplying such service.  


In addition to the right to distribute electricity as set forth above, the franchises of PSNH include, among others, rights and powers to manufacture, generate, purchase, and transmit electricity, to sell electricity at wholesale to other utility companies and municipalities and to erect and maintain certain facilities on certain public highways and grounds, all subject to such consents and approvals of public authority and others as may be required by law.  PSNH’sPSNH's status as a public utility gives it the ability to petition the NHPUC for the right to exercise eminent domain for its transmission and distribution services in appropriate circumstances.  


PSNH is also subject to certain regulatory oversight by the Maine Public Utilities Commission and the Vermont Public Service Board.


WMECO  WMECO is authorized by its charter to conduct its electric business in the territories served by it, and has locations in the public highways for transmission and distribution lines.  Such locations are granted pursuant to the laws of Massachusetts by the Department of Public Works of Massachusetts or local municipal authorities and are of unlimited duration, but the rights thereby granted are not vested.  Such locations are for specific lines only and for extensions of lines in public highways.  Further similar locations must be obtained from the Department of Public Works of Massachusetts or the local municipal authorities.  In addition, WMECO has been granted easements for its lines in the Massachusetts Turnpike by the Massachusetts Turnpike Authority and pursuant to state laws, has the power of eminent domain.  


The Massachusetts restructuring legislation applicable to NSTAR Electric (described above) is also applicable to WMECO.


Yankee Gas  Yankee Gas holds valid franchises to sell natural gas in the areas in which Yankee Gas supplies natural gas service, which it acquired either directly or from its predecessors in interest.  Generally, Yankee Gas holds franchises to serve customers in areas designated by those franchises as well as in most other areas throughout Connecticut so long as those areas are not occupied and served by another natural gas utility under a valid franchise of its own or are not subject to an exclusive franchise of another natural gas utility.  Yankee Gas’Gas' franchises are perpetual but remain subject to the power of alteration, amendment or repeal by the General Assembly of the State of Connecticut, the power of revocation by the PURA and certain approvals, permits and consents of public authorities and others prescribed by statute.  Generally, Yankee Gas’Gas' franchises include, among other rights and powers, the right and power to manufacture, generate, purchase, transmit and distribute natural gas and to erect and maintain certain facilities on public highways and grounds, and the right of eminent domain, all subject to such consents and approvals of public authorities and others as may be required by law.


Item 3.

Legal ProceedingsPART II

Item 5.

Market for the Registrants' Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

24

Item 6.

Selected Consolidated Financial Data

26

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

28

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

60

Item 8.

Financial Statements and Supplementary Data

61

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

136

Item 9A.

Controls and Procedures

136

Item 9B.

Other Information

136

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

137

Item 11.

Executive Compensation

140

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

165

Item 13.

Certain Relationships and Related Transactions, and Director Independence

166

Item 14.

Principal Accountant Fees and Services

167

PART IV

Item 15.

Exhibits and Financial Statement Schedules

169

Signatures

170



iii



EVERSOURCE ENERGY 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



SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES

LITIGATION REFORM ACT OF 1995


References in this Annual Report on Form 10-K to "Eversource," "the Company," "we," "our," and "us" refer to Eversource and its consolidated subsidiaries.  On April 30, 2015, the Company's legal name was changed from Northeast Utilities to Eversource Energy.  CL&P, NSTAR Electric, PSNH and WMECO are each doing business as Eversource Energy.  


From time to time we make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, assumptions of future events, future financial performance or growth and other statements that are not historical facts.  These statements are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  You can generally identify our forward-looking statements through the use of words or phrases such as "estimate," "expect," "anticipate," "intend," "plan," "project," "believe," "forecast," "should," "could," and other similar expressions.  Forward-looking statements are based on the current expectations, estimates, assumptions or projections of management and are not guarantees of future performance.  These expectations, estimates, assumptions or projections may vary materially from actual results.  Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors that could cause our actual results to differ materially from those contained in our forward-looking statements, including, but not limited to:


·

cyber breaches, acts of war or terrorism, or grid disturbances,

·

actions or inaction of local, state and federal regulatory, public policy and taxing bodies,

·

changes in business conditions, which could include disruptive technology related to our current or future business model,

·

changes in economic conditions, including impact on interest rates, tax policies, and customer demand and payment ability,

·

fluctuations in weather patterns,

·

changes in laws, regulations or regulatory policy,

·

changes in levels or timing of capital expenditures,

·

disruptions in the capital markets or other events that make our access to necessary capital more difficult or costly,

·

developments in legal or public policy doctrines,

·

technological developments,

·

changes in accounting standards and financial reporting regulations,

·

actions of rating agencies, and

·

other presently unknown or unforeseen factors.  


Other risk factors are detailed in our reports filed with the SEC and updated as necessary, and we encourage you to consult such disclosures.


All such factors are difficult to predict, contain uncertainties that may materially affect our actual results and are beyond our control.  You should not place undue reliance on the forward-looking statements, each speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.  New factors emerge from time to time and it is not possible for us to predict all of such factors, nor can we assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.  For more information, see Item 1A, Risk Factors, included in this combined Annual Report on Form 10-K. This Annual Report on Form 10-K also describes material contingencies and critical accounting policies in the accompanyingManagement's Discussion and Analysis of Financial Condition and Results of OperationsandCombined Notes to Consolidated Financial Statements.  We encourage you to review these items.  



























































































1




EVERSOURCE ENERGY 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


PART I


Item 1.

Business


Please refer to the Glossary of Terms for definitions of defined terms and abbreviations used in this combined Annual Report on Form 10-K.


Eversource Energy, headquartered in Boston, Massachusetts and Hartford, Connecticut, is a public utility holding company subject to regulation by the FERC under the Public Utility Holding Company Act of 2005.  We are engaged primarily in the energy delivery business through the following wholly owned utility subsidiaries:


·

The Connecticut Light and Power Company (CL&P), a regulated electric utility that serves residential, commercial and industrial customers in parts of Connecticut;


·

NSTAR Electric Company (NSTAR Electric), a regulated electric utility that serves residential, commercial and industrial customers in parts of eastern Massachusetts;


·

Public Service Company of New Hampshire (PSNH), a regulated electric utility that serves residential, commercial and industrial customers in parts of New Hampshire and owns generation assets used to serve customers;


·

Western Massachusetts Electric Company (WMECO), a regulated electric utility that serves residential, commercial and industrial customers in parts of western Massachusetts and owns solar generating assets;


·

NSTAR Gas Company (NSTAR Gas), a regulated natural gas utility that serves residential, commercial and industrial customers in parts of Massachusetts; and


·

Yankee Gas Services Company (Yankee Gas), a regulated natural gas utility that serves residential, commercial and industrial customers in parts of Connecticut.


CL&P, NSTAR Electric, PSNH and WMECO also serve New England customers through Eversource Energy's electric transmission business.


On April 30, 2015, the Company's legal name was changed from Northeast Utilities to Eversource Energy. CL&P, NSTAR Electric, PSNH and

WMECO are each doing business as Eversource Energy.


Eversource Energy, CL&P, NSTAR Electric, PSNH and WMECO each report their financial results separately.  We also include information in this report on a segment basis for Eversource Energy.  Eversource Energy recognizes three reportable segments: electric distribution, electric transmission and natural gas distribution.  Eversource Energy's electric distribution segment includes the generation businesses of PSNH and WMECO.  These three segments represented substantially all of Eversource Energy's total consolidated revenues for the years ended December 31, 2015 and 2014.  CL&P, NSTAR Electric, PSNH and WMECO do not report separate business segments.   


ELECTRIC DISTRIBUTION SEGMENT


General


Eversource Energy's electric distribution segment consists of the distribution businesses of CL&P, NSTAR Electric, PSNH and WMECO, which are engaged in the distribution of electricity to retail customers in Connecticut, eastern Massachusetts, New Hampshire and western Massachusetts, respectively, plus the regulated electric generation businesses of PSNH and WMECO.  


The following table shows the sources of 2015 electric franchise retail revenues for Eversource Energy's electric distribution companies, collectively, based on categories of customers:


(Thousands of Dollars, except percentages)

 

2015

 

% of Total

Residential

$

3,608,155 

 

55   

Commercial

 

2,476,686 

 

38   

Industrial

 

326,564 

 

5   

Other

 

151,195 

 

2   

Total Retail Electric Revenues

$

6,562,600 

 

100%




2



A summary of our distribution companies' retail electric GWh sales volumes and percentage changes for 2015, as compared to 2014, is as follows:


 

2015

 

2014

 

Percentage
Change

Residential 

21,441 

 

21,317 

 

0.6 %

Commercial

27,598 

 

27,449 

 

0.5 %

Industrial 

5,577 

 

5,676 

 

(1.7)%

Total

54,616 

 

54,442 

 

0.3 %


Our 2015 consolidated retail electric sales volumes were slightly higher, as compared to 2014, due primarily to the impact of colder winter weather experienced in the first quarter of 2015 and warmer weather in the third quarter of 2015, partially offset by milder winter weather in the fourth quarter of 2015 throughout our service territories as well as an increase in customer conservation efforts, including the impact of energy efficiency programs sponsored by CL&P, NSTAR Electric, PSNH and WMECO.


Fluctuations in retail electric sales volumes at NSTAR Electric and PSNH impact earnings.  For CL&P (effective December 1, 2014) and WMECO, fluctuations in retail electric sales volumes do not impact earnings due to their respective regulatory commission approved revenue decoupling mechanisms.  These distribution revenues are decoupled from their customer sales volumes, which breaks the relationship between sales volumes and revenues recognized.  CL&P and WMECO reconcile their annual base distribution rate recovery amounts to their respective pre-established levels of baseline distribution delivery service revenues.  Any difference between the allowed level of distribution revenue and the actual amount incurred during a 12-month period is adjusted through rates in the following period.


ELECTRIC DISTRIBUTION – CONNECTICUT


THE CONNECTICUT LIGHT AND POWER COMPANY


CL&P's distribution business consists primarily of the purchase, delivery and sale of electricity to its residential, commercial and industrial customers.  As of December 31, 2015, CL&P furnished retail franchise electric service to approximately 1.2 million customers in 149 cities and towns in Connecticut, covering an area of 4,400 square miles.  CL&P does not own any electric generation facilities.  


The following table shows the sources of CL&P's 2015 electric franchise retail revenues based on categories of customers:


 

CL&P

(Thousands of Dollars, except percentages)

 

2015

 

% of Total

Residential

$

1,641,165 

 

61   

Commercial

 

841,093 

 

31   

Industrial

 

129,544 

 

5   

Other

 

62,704 

 

3   

Total Retail Electric Revenues

$

2,674,506 

 

100%


A summary of CL&P's retail electric GWh sales volumes and percentage changes for 2015, as compared to 2014, is as follows:


 

2015

 

2014

 

Percentage
Change

Residential

10,094 

 

10,026 

 

0.7 %

Commercial

9,635 

 

9,643 

 

(0.1)%

Industrial 

2,342 

 

2,377 

 

(1.5)%

Total

22,071 

 

22,046 

 

0.1 %


Rates


CL&P is subject to regulation by the PURA, which, among other things, has jurisdiction over rates, certain dispositions of property and plant, mergers and consolidations, issuances of long-term securities, standards of service and construction and operation of facilities.  CL&P's present general rate structure consists of various rate and service classifications covering residential, commercial and industrial services.  CL&P's retail rates include a delivery service component, which includes distribution, transmission, conservation, renewables, CTA, SBC and other charges that are assessed on all customers.  Connecticut utilities are entitled under state law to charge rates that are sufficient to allow them an opportunity to recover their reasonable operating and capital costs, in order to attract needed capital and maintain their financial integrity, while also protecting relevant public interests.


Under Connecticut law, all of CL&P's customers are entitled to choose their energy suppliers, while CL&P remains their electric distribution company.  For those customers who do not choose a competitive energy supplier, under SS rates for customers with less than 500 kilowatts of demand, and LRS rates for customers with 500 kilowatts or more of demand, CL&P purchases power under standard offer contracts and passes the cost of the power to customers through a combined GSC and FMCC charge on customers' bills.  


CL&P continues to supply approximately 40 percent of its customer load at SS or LRS rates while the other 60 percent of its customer load has migrated to competitive energy suppliers.  Because this customer migration is only for energy supply service, it has no impact on CL&P's electric distribution business or its operating income.




3



The rates established by the PURA for CL&P are comprised of the following:


·

An electric generation services charge (GSC), which recovers energy-related costs incurred as a result of providing electric generation service supply to all customers that have not migrated to competitive energy suppliers.  The GSC is adjusted periodically and reconciled semi-annually in accordance with the policies and procedures of the PURA, with any differences refunded to, or recovered from, customers.


·

A revenue decoupling adjustment (effective December 1, 2014) that reconciles the amounts recovered from customers, on an annual basis, to the distribution revenue requirement approved by the PURA in its last rate case, which currently is an annual amount of $1.059 billion.


·

A distribution charge, which includes a fixed customer charge and a demand and/or energy charge to collect the costs of building and expanding the infrastructure to deliver power to customers, as well as ongoing operating costs to maintain the infrastructure.  


·

A federally-mandated congestion charge (FMCC), which recovers any costs imposed by the FERC as part of the New England Standard Market Design, including locational marginal pricing, locational installed capacity payments, and any costs approved by the PURA to reduce these charges.  The FMCC also recovers costs associated with CL&P's system resiliency program.  The FMCC is adjusted periodically and reconciled semi-annually in accordance with the policies and procedures of the PURA, with any differences refunded to, or recovered from, customers.


·

A transmission charge that recovers the cost of transporting electricity over high voltage lines from generating plants to substations, including costs allocated by ISO-NE to maintain the wholesale electric market.


·

A competitive transition assessment charge (CTA), assessed to recover stranded costs associated with electric industry restructuring such as various IPP contracts.  The CTA is reconciled annually to actual costs incurred and reviewed by the PURA, with any difference refunded to, or recovered from, customers.


·

A systems benefits charge (SBC), established to fund expenses associated with:  various hardship and low income programs; a program to compensate municipalities for losses in property tax revenue due to decreases in the value of electric generating facilities resulting directly from electric industry restructuring.  The SBC is reconciled annually to actual costs incurred and reviewed by the PURA, with any difference refunded to, or recovered from, customers.  


·

A Clean Energy Fund charge, which is used to promote investment in renewable energy sources.  Amounts collected by this charge are deposited into the Clean Energy Fund and administered by the Clean Energy Finance and Investment Authority.  The Clean Energy Fund charge is set by statute and is currently 0.1 cent per kWh.


·

A conservation charge, comprised of a statutory rate established to implement cost-effective energy conservation programs and market transformation initiatives, plus a conservation adjustment mechanism charge to recover the residual energy efficiency spending associated with the expanded energy efficiency costs directed by the Comprehensive Energy Strategy Plan for Connecticut.


As required by regulation, CL&P, jointly with UI, entered into the following contracts whereby UI will share 20 percent and CL&P will share 80 percent of the costs and benefits (CL&P's portion of these costs are either recovered from, or refunded to, customers through the FMCC charge):


·

Four CfDs (totaling approximately 787 MW of capacity) with three electric generation units and one demand response project, which extend through 2026 and have terms of up to 15 years beginning in 2009.  The capacity CfDs obligate both CL&P and UI to make or receive payments on a monthly basis to or from the project and generation owners based on the difference between a contractually set capacity price and the capacity market prices that the project and generation owners receive in the ISO-NE capacity markets.


·

Three CfDs (totaling approximately 500 MW of peaking capacity) with three peaking generation units.  The three peaker CfDs pay the generation owners the difference between capacity, forward reserve and energy market revenues and a cost-of service payment stream for 30 years beginning in 2008 (including costs of plant operation and the prices that the generation owners receive for capacity and other products in the ISO-NE markets).  


·

Long-term commitments to purchase approximately 250 MW of wind power from a Maine wind farm and 20 MW of solar power from a multi-site project in Connecticut.  Both of these projects are expected to be operational by the end of 2016.


On December 17, 2014 the PURA approved CL&P's application to amend customer rates, effective December 1, 2014, for a total base distribution rate increase of $152 million, which includes an authorized ROE of 9.02 percent for the first twelve month period and 9.17 percent thereafter.  The distribution rate increase included a revenue decoupling mechanism effective December 1, 2014, and the recovery of 2011 and 2012 storm restoration costs and system resiliency costs.  Also in December 2014, the PURA granted a re-opener request to CL&P’s base distribution rate application for further review of the appropriate balance of ADIT utilized in the calculation of rate base.  On July 2, 2015, the PURA issued a final order that approved a settlement agreement filed on May 19, 2015 between CL&P and the PURA Prosecutorial Staff, and which included an increase to total allowed annual revenue requirements of $18.4 million beginning December 1, 2014.




4



Sources and Availability of Electric Power Supply


As noted above, CL&P does not own any generation assets and purchases energy supply to serve its SS and LRS loads from a variety of competitive sources through requests for proposals.  CL&P periodically enters into full requirements contracts for the majority of SS loads for periods of up to one year for its residential customers and small and medium commercial and industrial customers.  CL&P is authorized to supply the remainder of the SS loads through a self-managed process that includes bilateral purchases and spot market purchases.  CL&P typically enters into full requirements contracts for LRS for larger commercial and industrial customers every three months.  Currently, CL&P has full requirements contracts in place for 80 percent of its SS loads for the first half of 2016 and has bilateral purchases in place to self-manage the remaining 20 percent.  For the second half of 2016, CL&P has 50 percent of its SS load under full requirements contracts, intends to purchase an additional 30 percent of full requirements and will self-manage the remainder as needed.  None of the SS load for 2017 has been procured.  CL&P has full requirements contracts in place for its LRS loads through the second quarter of 2016 and intends to purchase 100 percent of full requirements for the third and fourth quarters of 2016.


ELECTRIC DISTRIBUTION – MASSACHUSETTS


NSTAR ELECTRIC COMPANY

WESTERN MASSACHUSETTS ELECTRIC COMPANY


The electric distribution businesses of NSTAR Electric and WMECO consist primarily of the purchase, delivery and sale of electricity to residential, commercial and industrial customers within their respective franchise service territories.  As of December 31, 2015, NSTAR Electric furnished retail franchise electric service to approximately 1.2 million customers in Boston and 80 surrounding cities and towns in Massachusetts, including Cape Cod and Martha's Vineyard, covering an area of approximately 1,700 square miles.  WMECO provides retail franchise electric service to approximately 209,000 customers in 59 cities and towns in the western region of Massachusetts, covering an area of approximately 1,500 square miles.  Neither NSTAR Electric nor WMECO owns any generating facilities used to supply customers, and each purchases its respective energy requirements from competitive energy suppliers.  


In 2009, WMECO was authorized by the DPU to install solar energy generation in its service territory.  From 2010 through 2014, WMECO completed development of a total of 8 MW solar generation facilities on sites in Pittsfield, Springfield, and East Springfield, Massachusetts.  WMECO will sell all energy and other products from its solar generation facilities into the ISO-NE market.  NSTAR Electric does not own any solar generation facilities.


The following table shows the sources of the 2015 electric franchise retail revenues of NSTAR Electric and WMECO based on categories of customers:


 

 

NSTAR Electric

 

WMECO

(Thousands of Dollars, except percentages)

 

2015

 

% of Total

 

2015

 

% of Total

Residential

$

1,205,387 

 

48

 

$

255,797 

 

59  

Commercial

 

1,187,452 

 

47

 

 

135,222 

 

31  

Industrial

 

84,667 

 

3

 

 

35,439 

 

8  

Other

 

47,610 

 

2

 

 

5,778 

 

2  

Total Retail Electric Revenues

$

2,525,116 

 

100%

 

$

432,236 

 

100%


A summary of NSTAR Electric's and WMECO's retail electric GWh sales volumes and percentage changes for 2015, as compared to 2014, is as follows:


 

 

NSTAR Electric

 

WMECO

 

 

2015

 

2014

 

Percentage
Change

 

2015

 

2014

 

Percentage
Change

Residential 

 

6,687 

 

6,625 

 

0.9 %

 

1,465 

 

1,494 

 

(2.0)%

Commercial

 

13,120 

 

13,009 

 

0.9 %

 

1,478 

 

1,466 

 

0.8 %

Industrial 

 

1,248 

 

1,291 

 

(3.3)%

 

620 

 

626 

 

(0.9)%

Total

 

21,055 

 

20,925 

 

0.6 %

 

3,563 

 

3,586 

 

(0.6)%


Rates


NSTAR Electric and WMECO are each subject to regulation by the DPU, which, among other things, has jurisdiction over rates, certain dispositions of property and plant, mergers and consolidations, issuances of long-term securities, acquisition of securities, standards of service and construction and operation of facilities.  The present general rate structure for both NSTAR Electric and WMECO consists of various rate and service classifications covering residential, commercial and industrial services.  Massachusetts utilities are entitled under state law to charge rates that are sufficient to allow them an opportunity to recover their reasonable operating and capital costs, in order to attract needed capital and maintain their financial integrity, while also protecting relevant public interests.


Under Massachusetts law, all customers of each of NSTAR Electric and WMECO are entitled to choose their energy suppliers, while NSTAR Electric or WMECO remains their electric distribution company.  Both NSTAR Electric and WMECO purchase power from competitive suppliers on behalf of, and pass the related cost through to, their respective customers who do not choose a competitive energy supplier (basic service).  Most of the residential customers of NSTAR Electric and WMECO have continued to buy their power from NSTAR Electric or WMECO at basic service rates.  Most commercial and industrial customers have switched to a competitive energy supplier.  



5




The Cape Light Compact, an inter-governmental organization consisting of the 21 towns and two counties on Cape Cod and Martha's Vineyard, serves 200,000 customers through the delivery of energy efficiency programs, effective consumer advocacy, competitive electricity supply and green power options.  NSTAR Electric continues to provide electric service to these customers including the delivery of power, maintenance of infrastructure, capital investment, meter reading, billing, and customer service.


NSTAR Electric continues to supply approximately 39 percent of its customer load at basic service rates while the other 61 percentof its customer load has migrated to competitive energy suppliers.  WMECO continues to supply approximately 41 percent of its customer load at basic service rates while the other 59 percent of its customer load has migrated to competitive energy suppliers.  Because customer migration is limited to energy supply service, it has no impact on the delivery business or operating income of NSTAR Electric and WMECO.


The rates established by the DPU for NSTAR Electric and WMECO are comprised of the following:


·

A basic service charge that represents the collection of energy costs, including costs related to charge-offs of uncollectible energy costs from customers.  Electric distribution companies in Massachusetts are required to obtain and resell power to retail customers through basic service for those who choose not to buy energy from a competitive energy supplier.  Basic service rates are reset every six months (every three months for large commercial and industrial customers).  Additionally, the DPU has authorized NSTAR Electric to recover the cost of its Dynamic Pricing Smart Grid Pilot Program and NSTAR Green wind contracts through the basic service charge.  Basic service costs are reconciled annually, with any differences refunded to, or recovered from, customers.


·

A distribution charge, which includes a fixed customer charge and a demand and/or energy charge to collect the costs of building and expanding the infrastructure to deliver power to its destination, as well as ongoing operating costs.


·

For WMECO, a revenue decoupling adjustment that reconciles distribution revenue, on an annual basis, to the amount of distribution revenue approved by the DPU in its last rate case in 2011.  Currently, WMECO is allowed to collect $132.4 million annually.


·

A transmission charge that recovers the cost of transporting electricity over high voltage lines from generating plants to substations, including costs allocated by ISO-NE to maintain the wholesale electric market.


·

A transition charge that represents costs to be collected primarily from previously held investments in generating plants, costs related to existing above-market power contracts, and contract costs related to long-term power contract buy-outs.


·

An energy efficiency charge that represents a legislatively-mandated charge to collect costs for energy efficiency programs.


·

Reconciling adjustment charges that recover certain DPU-approved costs as follows:  pension and PBOP benefits, low income customer discounts, lost revenue and credits associated with net-metering facilities installed by customers, storms, consultants retained by the attorney general, long-term renewable contracts and energy efficiency programs and lost base revenue associated with energy efficiency measures.  In addition to these adjustments common to both NSTAR Electric and WMECO, NSTAR Electric has reconciling adjustment charges that collect costs associated with certain safety and reliability projects and a Smart Grid pilot program.  WMECO has a reconciling adjustment charge that recovers costs associated with certain solar projects owned and operated by WMECO.  


As required by regulation, NSTAR Electric and WMECO, along with two other Massachusetts electric utilities, signed long-term commitments to purchase a combined estimated generating capacity of approximately 334 MW of wind power from two wind farms in Maine over 15 years.  The projects are in various stages of permitting, development, or operation.  One unit began operating in late 2015, and the other unit is expected to be in operation by December 2016.  In addition, WMECO previously signed a long-term commitment to purchase an estimated generating capacity of approximately 37.5 MW of wind power from a wind farm in Maine over 15 years that is expected to be in operation in 2016.


Pursuant to a 2008 DPU order, Massachusetts electric utilities must adopt rate structures that decouple the volume of energy sales from the utility's revenues in their next rate case.  WMECO is currently decoupled and NSTAR Electric will propose decoupling in its next rate case.  


NSTAR Electric and WMECO are each subject to service quality (SQ) metrics that measure safety, reliability and customer service, and could be required to pay to customers a SQ charge of up to 2.5 percent of annual transmission and distribution revenues for failing to meet such metrics.  Neither NSTAR Electric nor WMECO will be required to pay a SQ charge for its 2015 performance as each company achieved results at or above target for all of its respective SQ metrics in 2015.


Sources and Availability of Electric Power Supply


As noted above, neither NSTAR Electric nor WMECO owns any generation assets (other than WMECO's solar generation), and both companies purchase their respective energy requirements from a variety of competitive sources through requests for proposals issued periodically, consistent with DPU regulations.  NSTAR Electric and WMECO enter into supply contracts for basic service for 50 percentof their respective residential and small commercial and industrial customers twice per year for twelve month terms.  Both NSTAR Electric and WMECO enter into supply contracts for basic service for 100 percentof large commercial and industrial customers every three months.



6




ELECTRIC DISTRIBUTION – NEW HAMPSHIRE


PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE


PSNH's distribution business consists primarily of the generation, delivery and sale of electricity to its residential, commercial and industrial customers.  As of December 31, 2015, PSNH furnished retail franchise electric service to approximately 503,000 retail customers in 211 cities and towns in New Hampshire, covering an area of approximately 5,630 square miles.  PSNH currently owns and operates approximately 1,200 MW of primarily coal-, natural gas-, and oil-fired electricity generation plants.  PSNH's distribution business includes the activities of its generation business.


The Clean Air Project, a wet flue gas desulphurization system (Scrubber), was constructed and placed in service by PSNH at its Merrimack Station in 2011.  The Scrubber reduces emissions of SO2 and mercury from Merrimack Station by over 90 percent, which is well in excess of state and federal requirements.  PSNH is permitted to recover prudent Scrubber costs through its default energy service rates under New Hampshire law.  Effective January 1, 2016, PSNH is recovering all Scrubber costs in rates charged to customers.  For further information, see "Regulatory Developments and Rate Matters – New Hampshire – Clean Air Project Prudence Proceeding" in the accompanying Item 7,Management's Discussion and Analysis of Financial Condition and Results of Operations.


The following table shows the sources of PSNH's 2015 electric franchise retail revenues based on categories of customers:


 

PSNH

(Thousands of Dollars, except percentages)

 

2015

 

% of Total

Residential

$

505,806 

 

54 

Commercial

 

312,918 

 

34 

Industrial

 

76,914 

 

Other

 

35,103 

 

Total Retail Electric Revenues

$

930,741 

 

100%


A summary of PSNH's retail electric GWh sales volumes and percentage changes for 2015, as compared to 2014, is as follows:


 

2015

 

2014

 

Percentage
Change

Residential 

3,195 

 

3,172 

 

0.7 %

Commercial

3,365 

 

3,332 

 

1.0 %

Industrial 

1,367 

 

1,382 

 

 (1.1)%

Total

7,927 

 

7,886 

 

0.5 %


Rates


PSNH is subject to regulation by the NHPUC, which, among other things, has jurisdiction over rates, certain dispositions of property and plant, mergers and consolidations, issuances of securities, standards of service and construction and operation of facilities.  New Hampshire utilities are entitled under state law to charge rates that are sufficient to allow them an opportunity to recover their reasonable operating and capital costs, in order to attract needed capital and maintain their financial integrity, while also protecting relevant public interests.


Under New Hampshire law, all of PSNH's customers are entitled to choose competitive energy suppliers, with PSNH providing default energy service under its ES rate for those customers who do not choose a competitive energy supplier.  At the end of 2015, approximately 21 percent of all of PSNH's customers (approximately 53 percent of load) were taking service from competitive energy suppliers, compared to 21 percent of customers (approximately 46 percent of load) at the end of 2014.  


The rates established by the NHPUC for PSNH are comprised of the following:


·

A default energy service charge which recovers energy-related costs incurred as a result of providing electric generation service supply to all customers that have not migrated to competitive energy suppliers.  These charges recover the costs of PSNH's generation, as well as purchased power, and include an allowed ROE of 9.81 percent.


·

A distribution charge, which includes an energy and/or demand-based charge to recover costs related to the maintenance and operation of PSNH's infrastructure to deliver power to its destination, as well as power restoration and service costs.  This includes a customer charge to collect the cost of providing service to a customer; such as the installation, maintenance, reading and replacement of meters and maintaining accounts and records.  


·

A transmission charge that recovers the cost of transporting electricity over high voltage lines from generating plants to substations, including costs allocated by ISO-NE to maintain the wholesale electric market.


·

A stranded cost recovery charge (SCRC), which allows PSNH to recover its stranded costs, including above-market expenses incurred under mandated power purchase obligations and other long-term investments and obligations.  


·

A system benefits charge (SBC), which funds energy efficiency programs for all customers as well as assistance programs for residential customers within certain income guidelines.



7




·

An electricity consumption tax, which is a state mandated tax on electric energy consumption.


The energy charge and SCRC rates change semi-annually and are reconciled annually and differences between actual costs incurred versus current rates are either refunded or recovered in subsequent rates charged to customers.


PSNH distribution rates were set in a 2010 NHPUC rate case settlement, which expired on June 30, 2015.  In the 2015 PSNH Settlement Agreement, the Company agreed that its present distribution rates will stay in effect until at least July 1, 2017.  However, certain aspects of the 2010 rate case settlement will continue, including funding for reliability enhancement program activities, adjustment of distribution rates for certain exogenous events that in the aggregate exceed $1 million, and major storm reserve funding.


Generation Divestiture


In 2013, the NHPUC opened a docket to investigate market conditions affecting PSNH's default energy service rate, how PSNH will maintain just and reasonable rates in light of those conditions, and any impact of PSNH's generation ownership on the New Hampshire competitive electric market.  In April 2014, the NHPUC staff issued a "Preliminary Status Report Addressing the Economic Interest of PSNH's Retail Customers as it Relates to the Potential Divestiture of PSNH's Generating Plants," which included a consultant's analysis of the fair market value of PSNH generating assets and long-term power purchase contracts.  The consultant's analysis estimated the fair market value of PSNH's generation assets to be $225 million as of December 31, 2013 and compared that amount to a stated net book value of $660 million, implying potential "stranded costs" of approximately $435 million.  An abbreviated draft update by the consultant dated August 17, 2015, increased the estimated fair market value of PSNH’s generation assets to $235 million.


In 2014, the Legislature enacted changes to the laws governing divestiture of PSNH's generation assets, effective September 30, 2014.  The new law required the NHPUC to initiate a proceeding to determine whether all or some of PSNH's generation assets should be divested.  The law gives the NHPUC express authority to order the divestiture of all or some of PSNH's generation assets if the NHPUC finds it is in the economic interest of customers to do so.  The law also clarified the definition of "stranded costs" to include costs approved for recovery by the NHPUC in connection with the divestiture or retirement of PSNH's generation assets.


On June 10, 2015, Eversource and PSNH entered into the 2015 Public Service Company of New Hampshire Restructuring and Rate Stabilization Agreement (the Agreement) with the New Hampshire Office of Energy and Planning, certain members of the NHPUC staff, the Office of Consumer Advocate, two state senators, and several other parties.  The Agreement was filed with the NHPUC on the same day.  Under the terms of the Agreement, PSNH has agreed to divest its generation assets upon NHPUC approval.  The Agreement is designed to provide a resolution of issues pertaining to PSNH's generation assets in pending regulatory proceedings before the NHPUC.  The Agreement provided for the Clean Air Project prudence proceeding to be resolved and all remaining Clean Air Project costs to be included in rates effective January 1, 2016.  As part of the Agreement, PSNH has agreed to forego recovery of $25 million of the deferred equity return related to the Clean Air Project.  In addition, PSNH will not seek a general distribution rate increase effective before July 1, 2017 and will contribute $5 million to create a clean energy fund, which will not be recoverable from its customers.  


In 2015, the Legislature enacted changes to law to allow the use of securitization financing to recover any stranded costs resulting from the divestiture of PSNH’s generating assets.  If the Agreement is approved, following divestiture of PSNH’s generating assets, bonds will be issued to recover resulting stranded costs.  


On January 26, 2016, Advisory Staff of the NHPUC and the parties to the Agreement filed a stipulation with the NHPUC agreeing that near-term divestiture of PSNH’s generation was in the public interest and that the Agreement should be approved.  Implementation of the Agreement is subject to NHPUC approval, which is expected in early 2016.  


Sources and Availability of Electric Power Supply


During 2015, approximately 54 percent of PSNH's load was met through its own generation, long-term power supply provided pursuant to orders of the NHPUC, and contracts with competitive energy suppliers.  The remaining 46 percentof PSNH's load was met by short-term (less than one year) purchases and spot purchases in the competitive New England wholesale power market.  PSNH expects to meet its load requirements in 2016 in a similar manner.  Included in the 54 percent above are PSNH's obligations to purchase power from approximately two dozen IPPs, the output of which it either uses to serve its customer load or sells into the ISO-NE market.


Merrimack and Schiller Stations have recently operated at lower than typical capacity factors due to moderate regional temperatures.  The Hydro stations have been operating at high capacity factors. PSNH’s Energy Service Rate has been set at 9.99 cents per kWh effective January 1, 2016, which includes 1.27 cents per kWh reflecting full recovery of costs related to the Clean Air Project.


ELECTRIC TRANSMISSION SEGMENT


General


Each of CL&P, NSTAR Electric, PSNH and WMECO owns and maintains transmission facilities that are part of an interstate power transmission grid over which electricity is transmitted throughout New England.  Each of CL&P, NSTAR Electric, PSNH and WMECO, and most other New England utilities, are parties to a series of agreements that provide for coordinated planning and operation of the region's transmission facilities and the rules by which they acquire transmission services.  Under these arrangements, ISO-NE, a non-profit corporation whose board of directors and staff are independent of all market participants, serves as the regional transmission organization of the New England transmission system.  



8




Wholesale Transmission Revenues


A summary of Eversource Energy's wholesale transmission revenues is as follows:


1.

Yankee Companies v. U.S. Department(Thousands of EnergyDollars)


DOE Phase I Damages – In 1998, the Yankee Companies (CYAPC, YAEC and MYAPC) filed separate complaints against the DOE in the Court of Federal Claims seeking monetary damages resulting from the DOE's failure to begin accepting spent nuclear fuel for disposal by January 31, 1998 pursuant to the terms of the 1983 spent fuel and high level waste disposal contracts between the Yankee Companies and the DOE (DOE Phase I Damages).  Phase I covered damages for the period 1998 through 2002.  Following multiple appeals and cross-appeals in December 2012, the judgment awarding CYAPC $39.6 million, YAEC $38.3 million and MYAPC $81.7 million became final.2015


In January 2013, the proceeds from the DOE Phase I Damages Claim were received by the Yankee Companies and transferred to each Yankee Company’s respective decommissioning trust.  As a result of NU's consolidation of CYAPC and YAEC, the financial statements reflected an increase of $77.9 million in marketable securities for CYAPC and YAEC’s Phase I damage awards that were invested in the nuclear decommissioning trusts in 2013.


On May 1, 2013, CYAPC, YAEC and MYAPC filed applications with the FERC to reduce rates in their wholesale power contracts through the application of the DOE proceeds for the benefit of customers.  In its June 27, 2013 order, the FERC granted the proposed rate reductions, and changes to the terms of the wholesale power contracts to become effective on July 1, 2013.  In accordance with the FERC order, CL&P

$

513,025 

NSTAR Electric

299,241 

PSNH and

127,509 

WMECO began receiving the benefit of the DOE proceeds, and the benefits have been or will be passed on to customers.




129,502 

Total Wholesale Transmission Revenues

$

1,069,277 


Wholesale Transmission Rates


Wholesale transmission revenues are recovered through FERC approved formula rates.  Transmission revenues are collected from New England customers, the majority of which are distribution customers of CL&P, NSTAR Electric, PSNH and WMECO.  The transmission rates provide for the annual reconciliation of estimated to actual costs.  The financial impacts of differences between actual and estimated costs are deferred for future recovery from, or refunded to, transmission customers.


FERC Base ROE Complaints


Three separate complaints have been filed at the FERC by combinations of New England state attorneys general, state regulatory commissions, consumer advocates, consumer groups, municipal parties and other parties (the "Complainants").  In these three separate complaints, the Complainants challenged the NETOs' base ROE of 11.14 percent that had been utilized since 2006 and sought an order to reduce it prospectively from the date of the final FERC order and for the 15-month complaint refund periods stipulated in the separate complaints.  In 2014, the FERC ordered a 10.57 percent base ROE for the first complaint refund period and prospectively from October 16, 2014 and that a utility's total or maximum ROE shall not exceed the top of the new zone of reasonableness, which was set at 11.74 percent.  The NETOs and the Complainants sought rehearing from the FERC.  In late 2014, the NETOs made a compliance filing and the Company began issuing refunds to customers from the first complaint period.  


On March 3, 2015, FERC issued an order denying all issues raised on rehearing by the NETOs and Complainants in the first complaint.  The FERC order upheld the base ROE of 10.57 percent for the first complaint refund period and prospectively from October 16, 2014, and upheld that the utility's total ROE (the base ROEplus anyincentive adders) for the transmission assets to which the adder applies is capped at the top of the zone of reasonableness, which is currently set at 11.74 percent.  The NETOs and Complainants have filed appeals to the D.C. Circuit Court of Appeals, which have been consolidated, and briefing is scheduled to be concluded in the second quarter of 2016.  A court decision is expected in late 2016.


For the second and third complaint proceedings, hearings were held in late June and early July 2015 and briefs were filed in July and August 2015.  The state parties, municipal utilities and FERC trial staff each believe that the base ROE should be reduced to an amount lower than 10.57 percent.  The NETOs believe that the Complainants' positions are without merit, and the existing base ROE of 10.57 is just and reasonable and should be maintained.  On December 18, 2015, the FERC ALJ reopened the record to have the NETOs and FERC trial staff review certain calculations.  The FERC ALJ’s initial recommendation is expected by March 31, 2016.  A final FERC order is expected in late 2016 or early 2017.


Although Eversource is uncertain on the final outcome of the second and third complaints regarding the ROE, we believe the current reserves established are appropriate to reflect probable and reasonably estimable refunds. For further information, see "FERC Regulatory Issues – FERC ROE Complaints" in the accompanying Item 7,Management's Discussion and Analysis of Financial Condition and Results of Operations.


FERC Order No. 1000


On August 15, 2014, the D.C. Circuit Court of Appeals upheld the FERC's authority to order major changes to transmission planning and cost allocation in FERC Order No. 1000 and Order No. 1000-A, including transmission planning for public policy needs, and the requirement that utilities remove from their transmission tariffs their rights of first refusal to build transmission.  On March 19, 2015, the FERC acted on all rehearing requests filed by the NETOs, including CL&P, NSTAR Electric, PSNH and WMECO, and other parties and accepted the November 2013 compliance filing made by ISO-NE and the NETOs, subject to further compliance.  The FERC accepted our proposal that the new competitive transmission planning process will not apply to certain projects, which have been declared as the preferred solution by ISO-NE, unless ISO-NE later decides a solution must be re-evaluated.  The FERC determined on rehearing that we can restore provisions that recognize the NETOs’ rights to retain use and control of their existing rights of ways.  Final compliance was filed by the NETOs in November 2015 and was accepted by the FERC on December 14, 2015.


Additionally, the FERC affirmed that it can eliminate our right of first refusal to build transmission in New England even though the FERC previously approved and granted special protections to these rights.  The NETOs filed an appeal to the D.C. Circuit Court of Appeals, challenging this FERC ruling.  State regulators also filed an appeal, challenging FERC’s determination that ISO-NE should select public policy transmission projects after a competitive process.  The Court is expected to resolve the appeals in 2016.


Transmission Projects


During 2015, we were involved in the planning, development and construction of a series of electric transmission projects, including the NEEWS family of projects; the Greater Hartford Central Connecticut (GHCC) solutions; and Greater Boston Reliability Solutions, which are a series of new transmission projects over the next five years that will enhance system reliability and improve capacity.  We were involved in the planning and



9



development of Northern Pass, which is our planned HVDC transmission line from the Québec-New Hampshire border to Franklin, New Hampshire and an associated alternating current radial transmission line between Franklin and Deerfield, New Hampshire; and the Clean Energy Connect Project, which is a planned transmission, wind and hydro generation project that we intend to develop with experienced renewable generation companies. For further information, see "Business Development and Capital Expenditures – Electric Transmission Business" in the accompanying Item 7,Management's Discussion and Analysis of Financial Condition and Results of Operations.


Transmission Rate Base


Under our FERC-approved tariff, and with the exception of transmission projects that received specific FERC approval to include CWIP in rate base, transmission projects generally enter rate base after they are placed in commercial operation.  At the end of 2015, our estimated transmission rate base was approximately $5.2 billion, including approximately $2.4 billion at CL&P, $1.4 billion at NSTAR Electric, $548 million at PSNH, and $625 million at WMECO.  


NATURAL GAS DISTRIBUTION SEGMENT


NSTAR Gas distributes natural gas to approximately 286,000 customers in 51 communities in central and eastern Massachusetts covering 1,067 square miles, and Yankee Gas distributes natural gas to approximately 226,000 customers in 71 cities and towns in Connecticut covering 2,187 square miles.  Total throughput (sales and transportation) in 2015 was approximately 71.7 Bcf for NSTAR Gas and 57.8 Bcf for Yankee Gas.  Our natural gas businesses provide firm natural gas sales service to retail customers who require a continuous natural gas supply throughout the year, such as residential customers who rely on natural gas for heating, hot water and cooking needs, and commercial and industrial customers who choose to purchase natural gas from Eversource Energy's natural gas distribution companies.  A portion of the storage of natural gas supply for NSTAR Gas during the winter heating season is provided by Hopkinton LNG Corp., an indirect, wholly-owned subsidiary of Eversource Energy.  NSTAR Gas has access to Hopkinton LNG Corp. facilities in Hopkinton, Massachusetts consisting of a LNG liquefaction and vaporization plant and three above-ground cryogenic storage tanks having an aggregate capacity of 3.0 Bcf of liquefied natural gas. NSTAR Gas also has access to Hopkinton LNG Corp. facilities in Acushnet, Massachusetts that include additional storage capacity of 0.5 Bcf and additional vaporization capacity.  


Yankee Gas owns a 1.2 Bcf LNG facility in Waterbury, Connecticut, which is used primarily to assist Yankee Gas in meeting its supplier-of-last-resort obligations and also enables it to provide economic supply and make economic refill of natural gas typically during periods of low demand.  


NSTAR Gas and Yankee Gas generate revenues primarily through the sale and/or transportation of natural gas.  Predominantly all residential customers in the NSTAR Gas service territory buy gas supply and delivery from NSTAR Gas while all customers may choose their natural gas suppliers.  Retail natural gas service in Connecticut is partially unbundled: residential customers in Yankee Gas' service territory buy natural gas supply and delivery only from Yankee Gas while commercial and industrial customers may choose their natural gas suppliers.  NSTAR Gas offers firm transportation service to all customers who purchase natural gas from sources other than NSTAR Gas while Yankee Gas offers firm transportation service to its commercial and industrial customers who purchase natural gas from sources other than Yankee Gas.  In addition, both natural gas distribution companies offer interruptible transportation and interruptible natural gas sales service to those high volume commercial and industrial customers, generally during the colder months, that have the capability to switch from natural gas to an alternative fuel on short notice, for whom NSTAR Gas and Yankee Gas can interrupt service during peak demand periods or at any other time to maintain distribution system integrity.


The following table shows the sources of the 2015 total Eversource Energy natural gas franchise retail revenues based on categories of customers:


(Thousands of Dollars, except percentages)

 

2015

 

% of Total

Residential

$

497,873 

 

54 

Commercial

 

327,439 

 

36 

Industrial

 

93,378 

 

10 

Total Retail Natural Gas Revenues

$

918,690 

 

100%


A summary of our firm natural gas sales volumes in million cubic feet and percentage changes for 2015, as compared to 2014, is as follows:


 

 

 

Percentage

 

2015

 

2014

 

Change

Residential

38,455 

 

38,969 

 

(1.3)%

Commercial

43,006 

 

42,977 

 

0.1 %

Industrial

21,538 

 

22,245 

 

(3.2)%

Total

102,999 

 

104,191 

 

(1.1)%

Total, Net of Special Contracts(1)

98,458 

 

99,500 

 

(1.0)%


 (1)

Special contracts are unique to the customers who take service under such an arrangement and generally specify the amount of distribution revenue to be paid to Yankee Gas regardless of the customers' usage.


Our firm natural gas sales volumes are subject to many of the same influences as our retail electric sales volumes.  In addition, they have benefited from customer growth in both of our natural gas distribution companies.  In 2015, consolidated firm natural gas sales volumes were lower, as compared to 2014.  The 2015 firm natural gas sales volumes were negatively impacted by record warm weather in the fourth quarter of 2015, when compared to 2014, partially offset by colder winter weather in the first quarter of 2015, as compared to 2014, throughout our natural gas service territories.  Weather-normalized Eversource consolidated firm natural gas sales volumes increased 2.5 percent in 2015, as compared to 2014, due primarily to improved economic conditions as well as residential and commercial customer growth, through conversions to natural gas service.  




10



Rates


NSTAR Gas and Yankee Gas are subject to regulation by the DPU and the PURA, respectively, which, among other things, have jurisdiction over rates, certain dispositions of property and plant, mergers and consolidations, issuances of long-term securities, standards of service and construction and operation of facilities.  Both of Eversource Energy's natural gas companies are entitled under their respective state law to charge rates that are sufficient to allow them an opportunity to recover their reasonable operating and capital costs, in order to attract needed capital and maintain their financial integrity, while also protecting relevant public interests.


Retail natural gas delivery and supply rates are established by the DPU and the PURA and are comprised of:


·

A distribution charge consisting of a fixed customer charge and a demand and/or energy charge that collects the costs of building and expanding the natural gas infrastructure to deliver natural gas supply to its customers.  This also includes collection of ongoing operating costs;


·

A seasonal cost of gas adjustment clause (CGAC) at NSTAR Gas that collects natural gas supply costs, pipeline and storage capacity costs, costs related to charge-offs of uncollected energy costs and working capital related costs.  The CGAC is reset semi-annually.  In addition, NSTAR Gas files interim changes to its CGAC factor when the actual costs of natural gas supply vary from projections by more than five percent; and


·

A local distribution adjustment clause (LDAC) at NSTAR Gas that collects all energy efficiency and related program costs, environmental costs, pension and PBOP related costs, attorney general consultant costs, and costs associated with low income customers.  The LDAC is reset annually and provides for the recovery of certain costs applicable to both sales and transportation customers.


·

Purchased Gas Adjustment (PGA) clause, which allows Yankee Gas to recover the costs of the procurement of natural gas for its firm and seasonal customers.  Differences between actual natural gas costs and collection amounts on August 31st of each year are deferred and then recovered from or refunded to customers during the following year.  Carrying charges on outstanding balances are calculated using Yankee Gas' weighted average cost of capital in accordance with the directives of the PURA; and


·

Conservation Adjustment Mechanism (CAM) at Yankee Gas, which allows 100 percent recovery of conservation costs through this mechanism including program incentives to promote energy efficiency, as well as recovery of any lost revenues associated with implementation of energy conservation measures.  A reconciliation of CAM revenues to expenses is performed annually with any difference being recovered from or refunded to customers, with carrying charges, during the following year.


NSTAR Gas purchases financial contracts based on NYMEX natural gas futures in order to reduce cash flow variability associated with the purchase price for approximately one-third of its natural gas purchases.  These purchases are made under a program approved by the DPU in 2006.  This practice attempts to minimize the impact of fluctuations in natural gas prices to NSTAR Gas' firm natural gas customers.  These financial contracts do not procure natural gas supply.  All costs incurred or benefits realized when these contracts are settled are included in the CGAC.


NSTAR Gas is subject to service quality (SQ) metrics that measure safety, reliability and customer service and could be required to pay to customers a SQ charge of up to 2.5 percent of annual distribution revenues for failing to meet such metrics.  NSTAR Gas will not be required to pay a SQ charge for its 2015 performance as it achieved results at or above target for all of its SQ metrics in 2015.


On October 30, 2015, the DPU issued its order in the NSTAR Gas distribution rate case, which approved an annualized base rate increase of $15.8 million, plus other increases of approximately $11.5 million, mostly relating to recovery of pension and PBOP expenses and the Hopkinton Gas Service Agreement, effective January 1, 2016.  In the order, the DPU also approved an authorized regulatory ROE of 9.8 percent, the establishment of a revenue decoupling mechanism, the recovery of certain bad debt expenses, and a 52.1 percent equity component of its capital structure.  On November 19, 2015, NSTAR Gas filed a motion for reconsideration of the order with the DPU seeking the correction of mathematical errors and other plant and cost of service items.


Yankee Gas’ last rate proceeding was in 2011, which approved an allowed ROE of 8.83 percent and allowed for a substantial increase in annual spending for bare steel and cast iron pipeline replacement.  In 2015, Yankee Gas entered into a settlement agreement with the PURA staff pursuant to which Yankee Gas provided a $1.5 million rate credit to firm customers beginning in December 2015, and established an earnings sharing mechanism whereby Yankee Gas and its customers will share equally in any earnings exceeding a 9.5 percent ROE in a twelve month period commencing with the period from April 1, 2015 through March 31, 2016.


Massachusetts Natural Gas Replacement and Expansion


On July 7, 2014, Massachusetts enacted "An Act Relative to Natural Gas Leaks" (the Act).  The Act establishes a uniform natural gas leak classification standard for all Massachusetts natural gas utilities and a program that accelerates the replacement of aging natural gas infrastructure.  The program will enable companies, including NSTAR Gas, to better manage the scheduling and costs of replacement.  The Act also calls for the DPU to authorize natural gas utilities to design and offer programs to customers that will increase the availability, affordability and feasibility of natural gas service for new customers.  


In October 2014, pursuant to the Act, NSTAR Gas filed the Gas System Enhancement Program (GSEP) with the DPU.  NSTAR Gas' program accelerates the replacement of certain natural gas distribution facilities in the system to within 25 years.  The GSEP includes a new tariff effective January 1, 2016 that provides NSTAR Gas an opportunity to collect the costs for the program on an annual basis through a newly designed



11



reconciling factor.  On April 30, 2015, the DPU approved the GSEP.  We expect capital expenditures of approximately $255 million for the period 2016 through 2019 for the GSEP.   


Connecticut Natural Gas Expansion Plan


In 2013, in accordance with Connecticut law and regulations, the PURA approved a comprehensive joint natural gas infrastructure expansion plan (expansion plan) filed by Yankee Gas and other Connecticut natural gas distribution companies.  The expansion plan described how Yankee Gas expects to add approximately 82,000 new natural gas heating customers over a 10-year period.  Yankee Gas estimates that its portion of the plan will cost approximately $700 million over 10 years.  In January 2015, the PURA approved a joint settlement agreement proposed by Yankee Gas and other Connecticut natural gas distribution companies and regulatory agencies that clarified the procedures and oversight criteria applicable to the expansion plan.  On March 20, 2015, Yankee Gas filed its initial System Expansion (SE) Rate reconciliation for 2014.  The proposed SE rate was approved by the PURA for implementation as of April 1, 2015, pending final PURA approval following a contested hearing.     


Sources and Availability of Natural Gas Supply


NSTAR Gas maintains a flexible resource portfolio consisting of natural gas supply contracts, transportation contracts on interstate pipelines, market area storage and peaking services.  NSTAR Gas purchases transportation, storage, and balancing services from Tennessee Gas Pipeline Company and Algonquin Gas Transmission Company, as well as other upstream pipelines that transport gas from major producing regions in the U.S., including the Gulf Coast, Mid-continent region, and Appalachian Shale supplies to the final delivery points in the NSTAR Gas service area.  NSTAR Gas purchases all of its natural gas supply under a firm portfolio management contract with a term of one year, which has a maximum quantity of approximately 154,700 MMBtu/day of firm flowing natural gas supplies and 76,700 MMBtu/day of firm natural gas storage supplies.


In addition to the firm transportation and natural gas supplies mentioned above, NSTAR Gas utilizes contracts for underground storage and LNG facilities to meet its winter peaking demands.  The LNG facilities, described below, are located within NSTAR Gas' distribution system and are used to liquefy and store pipeline natural gas during the warmer months for vaporization and use during the heating season.  During the summer injection season, excess pipeline capacity and supplies are used to deliver and store natural gas in market area underground storage facilities located in the New York and Pennsylvania regions.  Stored natural gas is withdrawn during the winter season to supplement flowing pipeline supplies in order to meet firm heating demand.  NSTAR Gas has firm underground storage contracts and total storage capacity entitlements of approximately 6.6 Bcf.


A portion of the storage of natural gas supply for NSTAR Gas during the winter heating season is provided by Hopkinton LNG Corp., which owns an LNG liquefaction and vaporization plant and three above-ground cryogenic storage tanks having an aggregate capacity of 3.0 Bcf of liquefied natural gas.  NSTAR Gas also has access to Hopkinton LNG Corp. facilities that include additional storage capacity of 0.5 Bcf and additional vaporization capacity.


The PURA requires that Yankee Gas meet the needs of its firm customers under all weather conditions.  Specifically, Yankee Gas must structure its supply portfolio to meet firm customer needs under a design day scenario (defined as the coldest day in 30 years) and under a design year scenario (defined as the average of the four coldest years in the last 30 years).  Yankee Gas' on-system stored LNG and underground storage supplies help to meet consumption needs during the coldest days of winter.  Yankee Gas obtains its interstate capacity from the three interstate pipelines that directly serve Connecticut: the Algonquin, Tennessee and Iroquois Pipelines.  Yankee Gas has long-term firm contracts for capacity on TransCanada Pipelines Limited Pipeline, Vector Pipeline, L.P., Tennessee Gas Pipeline, Iroquois Gas Transmission Pipeline, Algonquin Pipeline, Union Gas Limited, Dominion Transmission, Inc., National Fuel Gas Supply Corporation, Transcontinental Gas Pipeline Company, and Texas Eastern Transmission, L.P. pipelines.  


Based on information currently available regarding projected growth in demand and estimates of availability of future supplies of pipeline natural gas, NSTAR Gas and Yankee Gas each believes that participation in planned and anticipated pipeline and storage expansion projects will be required in order for it to meet current and future sales growth opportunities.


NATURAL GAS PIPELINE EXPANSION


Access Northeast is a natural gas pipeline and storage project (the "Project") being developed jointly by Eversource, Spectra Energy Corp and National Grid.  Access Northeast will enhance the Algonquin and Maritimes & Northeast pipeline systems using existing routes and will include two new LNG storage tanks and liquefaction and vaporization facilities in Acushnet, Massachusetts that will be connected to the Algonquin gas pipeline.  The Project is expected to be capable of delivering approximately 900 million cubic feet of additional natural gas per day to New England on peak demand days.  Eversource and Spectra Energy Corp each own a 40 percent interest in the Project, with the remaining 20 percent interest owned by National Grid.  The total projected cost for both the pipeline and the LNG storage is expected to be approximately $3 billion with anticipated in-service dates commencing in November 2018.  The Project is subject to FERC and other federal and state regulatory approvals.  On November 17, 2015, the FERC accepted the Project’s request to initiate the pre-filing review process.  Upon completion of the pre-filing review, a certificate application will be filed with the FERC.  In late 2015, the Project bid into the New England Natural Gas Pipeline Capacity RFP conducted by certain EDCs in Massachusetts and Rhode Island, including NSTAR Electric and WMECO in Massachusetts, and in December 2015 and January 2016, those Massachusetts EDCs filed with the DPU seeking approval of the contracts for pipeline and storage capacity with the Project.  We expect the Rhode Island EDC to file its selected contracts with the Rhode Island regulatory agencies in the first half of 2016.  In February 2016, PSNH filed for approval with the NHPUC, of its proposed contract for natural gas pipeline capacity and storage with the Project.  


PROJECTED CAPITAL EXPENDITURES


We project to make capital expenditures of approximately $9.2 billion from 2016 through 2019.  Of the $9.2 billion, we expect to invest approximately $4.9 billion in our electric and natural gas distribution segments and $3.9 billion in our electric transmission segment.  In addition, we



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project to invest approximately $0.4 billion in information technology and facilities upgrades and enhancements.  These projections do not include capital expenditures related to Access Northeast or Clean Energy Connect.


FINANCING


Our credit facilities and indentures require that Eversource Energy parent and certain of its subsidiaries, including CL&P, NSTAR Electric, NSTAR Gas, PSNH, WMECO and Yankee Gas, comply with certain financial and non-financial covenants as are customarily included in such agreements, including maintaining a ratio of consolidated debt to total capitalization of no more than 65 percent.  All of these companies currently are, and expect to remain, in compliance with these covenants.  


As of December 31, 2015, a total of $200 million of Eversource’s long-term debt, all at NSTAR Electric, will be paid in the next 12 months.  


NUCLEAR FUEL STORAGE


CL&P, NSTAR Electric, PSNH, WMECO and several other New England electric utilities are stockholders in three inactive regional nuclear generation companies, CYAPC, MYAPC and YAEC (collectively, the Yankee Companies).  The Yankee Companies have completed the physical decommissioning of their respective generation facilities and are now engaged in the long-term storage of their spent nuclear fuel.  The Yankee Companies have completed collection of their decommissioning and closure costs through the proceeds from the spent nuclear fuel litigation against the DOE and has refunded amounts to its member companies.  These proceeds were used by the Yankee Companies to offset the decommissioning and closure cost amounts due from their member companies or to decrease the wholesale FERC-approved rates charged under power purchase agreements with CL&P, NSTAR Electric, PSNH and WMECO and several other New England utilities.  The decommissioning rates charged by the Yankee Companies have been reduced to zero.  CL&P, NSTAR Electric, PSNH and WMECO can recover these costs from, or refund proceeds to, their customers through state regulatory commission-approved retail rates.  


We consolidate the assets and obligations of CYAPC and YAEC on our consolidated balance sheet because we own more than 50 percent of these companies.  


For information on the DOE proceeds received related to the spent nuclear fuel litigation, see Note 11C, "Commitments and Contingencies – Contractual Obligations – Yankee Companies," in the accompanying Item 8,Financial Statements and Supplementary Data.


OTHER REGULATORY AND ENVIRONMENTAL MATTERS


General


We are regulated in virtually all aspects of our business by various federal and state agencies, including FERC, the SEC, and various state and/or local regulatory authorities with jurisdiction over the industry and the service areas in which each of our companies operates, including the PURA, which has jurisdiction over CL&P and Yankee Gas, the NHPUC, which has jurisdiction over PSNH, and the DPU, which has jurisdiction over NSTAR Electric, NSTAR Gas and WMECO.


Environmental Regulation


We are subject to various federal, state and local requirements with respect to water quality, air quality, toxic substances, hazardous waste and other environmental matters.  Additionally, major generation and transmission facilities may not be constructed or significantly modified without a review of the environmental impact of the proposed construction or modification by the applicable federal or state agencies.  


Water Quality Requirements


The Clean Water Act requires every "point source" discharger of pollutants into navigable waters to obtain a National Pollutant Discharge Elimination System (NPDES) permit from the EPA or state environmental agency specifying the allowable quantity and characteristics of its effluent.  States may also require additional permits for discharges into state waters.  We are in the process of maintaining or renewing all required NPDES or state discharge permits in effect for PSNH's generation facilities.  


In 1997, PSNH filed in a timely manner for a renewal of the NPDES permit for the Merrimack Station.  As a result, the existing permit was administratively continued.  In 2011, the EPA issued a draft renewal NPDES permit for PSNH's Merrimack Station for public review and comment.  The proposed permit contains many significant conditions to future operation.  The proposed permit would require PSNH to install a closed-cycle cooling system (including cooling towers) at the station.  The EPA estimated that the net present value cost to install this system and operate it over a 20-year period would be approximately $112 million.  PSNH and other electric utility groups filed thousands of pages of comments contesting EPA's draft permit requirements.  PSNH stated that the data and studies supplied to the EPA demonstrate the fact that a closed-cycle cooling system is not warranted.  On April 18, 2015 EPA issued a revised section of the draft NPDES permit for Merrimack Station.  The revised portion of the draft permit deals solely with the treatment of wastewater from the flue gas desulfurization system.  On August 18, 2015 PSNH again submitted comments.  The EPA does not have a set deadline to consider comments and to issue a final permit.  Merrimack Station is permitted to continue to operate under its present permit pending issuance of the final permit and subsequent resolution of matters appealed by PSNH and other parties.  Due to the site specific characteristics of PSNH's other coal- and oil-fired electric generating stations, we believe it is unlikely that they would face similar permitting determinations.




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Air Quality Requirements


The Clean Air Act Amendments (CAAA), as well as New Hampshire law, impose stringent requirements on emissions of SO2 and NOX for the purpose of controlling acid rain and ground level ozone.  In addition, the CAAA address the control of toxic air pollutants.  Requirements for the installation of continuous emissions monitors and expanded permitting provisions also are included.


In 2011, the EPA finalized the Mercury and Air Toxic Standards (MATS) that require the reduction of emissions of hazardous air pollutants from new and existing coal- and oil-fired electric generating stations.  Previously referred to as the Utility MACT (maximum achievable control technology) rules, it establishes emission limits for mercury, arsenic and other hazardous air pollutants from coal- and oil-fired electric generating stations.  MATS is the first implementation of a nationwide emissions standard for hazardous air pollutants across all electric generating units and provides utility companies with up to five years to meet the requirements.  PSNH owns and operates approximately 1,000 MW of coal- and oil-fired electric generating stations subject to MATS, including the two units at Merrimack Station, Newington Station and the two coal units at Schiller Station.  We believe the Clean Air Project at our Merrimack Station, together with existing equipment, will enable the facility to meet the MATS requirements.  At Schiller Station additional controls are being installed at the two coal-fired units, the cost of which is estimated to be approximately $2.5 million.


Each of the states in which we do business also has Renewable Portfolio Standards (RPS) requirements, which generally require fixed percentages of our energy supply to come from renewable energy sources such as solar, hydropower, landfill gas, fuel cells and other similar sources.  


New Hampshire's RPS provision requires increasing percentages of the electricity sold to retail customers to have direct ties to renewable sources.  In 2015, the total RPS obligation was 8.3 percent and it will ultimately reach 24.8 percent in 2025.  Energy suppliers, like PSNH, must possess sufficient quantities of RECs to satisfy the RPS requirements.  PSNH owns renewable sources and uses a portion of internally generated RECs to meet its RPS obligations and sells other internally generated RECs when it is economically beneficial to do so.  To the extent that a supplier, like PSNH, does not possess sufficient RECs to satisfy its RPS requirements, it makes up any shortfall by making an alternative compliance payment at a rate per REC established by law.  The costs of both the RECs and alternative compliance payments are recovered by PSNH through its default energy service rates charged to customers.


Similarly, Connecticut's RPS statute requires increasing percentages of the electricity sold to retail customers to have direct ties to renewable sources.  In 2015, the total RPS obligation was 19.5 percentand will ultimately reach 27 percent in 2020.  CL&P is permitted to recover any costs incurred in complying with RPS from its customers through its GSCrate.


Massachusetts' RPS program also requires electricity suppliers to meet renewable energy standards.  For 2015, the requirement was 19.25 percent, and will ultimately reach 22.1 percent in 2020.  NSTAR Electric and WMECO are permitted to recover any costs incurred in complying with RPS from its customers through rates.  WMECO also owns renewable solar generation resources.  The RECs generated from WMECO's solar units are sold to other energy suppliers, and the proceeds from these sales are credited back to customers.


Hazardous Materials Regulations


We have recorded a liability for what we believe, based upon currently available information, is our reasonably estimable environmental investigation, remediation, and/or Natural Resource Damages costs for waste disposal sites for which we have probable liability.  Under federal and state law, government agencies and private parties can attempt to impose liability on us for recovery of investigation and remediation costs at hazardous waste sites.  As of December 31, 2015, the liability recorded for our reasonably estimable and probable environmental remediation costs for known sites needing investigation and/or remediation, exclusive of recoveries from insurance or from third parties, was approximately $51.1 million, representing 64 sites.  These costs could be significantly higher if additional remediation becomes necessary or when additional information as to the extent of contamination becomes available.


The most significant liabilities currently relate to future clean-up costs at former MGP facilities.  These facilities were owned and operated by our predecessor companies from the mid-1800's to mid-1900's.  By-products from the manufacture of gas using coal resulted in fuel oils, hydrocarbons, coal tar, purifier wastes, metals and other waste products that may pose risks to human health and the environment.  We currently have partial or full ownership responsibilities at former MGP sites that have a reserve balance of $45.5 million of the total $51.1 million as of December 31, 2015.  Many of these MGP costs are recoverable from customers through our rates.


Electric and Magnetic Fields  


For more than twenty years, published reports have discussed the possibility of adverse health effects from electric and magnetic fields (EMF) associated with electric transmission and distribution facilities and appliances and wiring in buildings and homes.  Although weak health risk associations reported in some epidemiology studies remain unexplained, most researchers, as well as numerous scientific review panels, considering all significant EMF epidemiology and laboratory studies, have concluded that the available body of scientific information does not support the conclusion that EMF affects human health.


In accordance with recommendations of various regulatory bodies and public health organizations, we reduce EMF associated with new transmission lines by the use of designs that can be implemented without additional cost or at a modest cost.  We do not believe that other capital expenditures are appropriate to minimize unsubstantiated risks.




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Global Climate Change and Greenhouse Gas Emission Issues


Global climate change and greenhouse gas emission issues have received an increased focus from state governments and the federal government.  The EPA initiated a rulemaking addressing greenhouse gas emissions and, on December 7, 2009, issued a finding that concluded that greenhouse gas emissions are "air pollution" that endangers public health and welfare and should be regulated.  The largest source of greenhouse gas emissions in the U.S. is the electricity generating sector.  The EPA has mandated greenhouse gas emission reporting beginning in 2011 for emissions for certain aspects of our business including stationary combustion, volume of gas supplied to large customers and fugitive emissions of SF6 gas and methane.


We are continually evaluating the regulatory risks and regulatory uncertainty presented by climate change concerns.  Such concerns could potentially lead to additional rules and regulations that impact how we operate our business, both in terms of the generating facilities we own and operate as well as general utility operations.  These could include federal "cap and trade" laws, carbon taxes, fuel and energy taxes, or regulations requiring additional capital expenditures at our generating facilities.  We expect that any costs of these rules and regulations would be recovered from customers.


Connecticut, New Hampshire and Massachusetts are each members of the Regional Greenhouse Gas Initiative (RGGI), a cooperative effort by nine northeastern and mid-Atlantic states, to develop a regional program for stabilizing and reducing CO2 emissions from coal- and oil-fired electric generating plants.  Because CO2 allowances issued by any participating state are usable across all nine RGGI state programs, the individual state CO2 trading programs, in the aggregate, form one regional compliance market for CO2 emissions.  The third three-year control period took effect on January 1, 2015 and extends through December 31, 2017.  In this control period, each regulated power plant must hold CO2 allowances equal to 50 percent of its emissions during each of the first two years of the three-year period, and hold CO2 allowances equal to 100 percent of its remaining emissions for the three-year control period at the end of the period.


PSNH anticipates that its generating units will emit between one million and three million tons of CO2 per year, depending on the capacity factor and the utilization of the respective generation plant, excluding emissions from the operation of PSNH's Northern Wood Power Project, which emissions are an offset.  PSNH satisfied its RGGI requirements by purchasing CO2 allowances at auction.  The cost of complying with RGGI requirements is recoverable from PSNH customers.  Current legislation provides that the portion of the RGGI auction proceeds in excess of $1 per allowance will be refunded to customers.


Because none of Eversource Energy's other subsidiaries, CL&P, NSTAR Electric or WMECO, currently owns any generating assets (other than WMECO's solar photovoltaic facilities that do not emit CO2), none of them is required to acquire CO2 allowances.  However, the CO2 allowance costs borne by the generating facilities that are utilized by wholesale energy suppliers to satisfy energy supply requirements to CL&P, NSTAR Electric and WMECO are likely to be included in the overall wholesale rates charged, which costs are then recoverable from customers.


FERC Hydroelectric Project Licensing


Federal Power Act licenses may be issued for hydroelectric projects for terms of 30 to 50 years as determined by the FERC.  Upon the expiration of an existing license, (i) the FERC may issue a new license to the existing licensee, (ii) the United States may take over the project, or (iii) the FERC may issue a new license to a new licensee, upon payment to the existing licensee of the lesser of the fair value or the net investment in the project, plus severance damages, less certain amounts earned by the licensee in excess of a reasonable rate of return.


PSNH currently owns nine hydroelectric generating stations with a current claimed capability representing winter rates of approximately 71 MW, eight of which are licensed by the FERC under long-term licenses that expire on varying dates from 2017 through 2047.  PSNH and its hydroelectric projects are subject to conditions set forth in such licenses, the Federal Power Act and related FERC regulations, including provisions related to the condemnation of a project upon payment of just compensation, amortization of project investment from excess project earnings, possible takeover of a project after expiration of its license upon payment of net investment and severance damages and other matters.  PSNH is currently completing the relicensing application for its 6.5 MW Eastman Falls Hydro Station, the license for which expires in 2017.


EMPLOYEES


As of December 31, 2015, Eversource Energy employed a total of 7,943 employees, excluding temporary employees, of which 1,037 were employed by CL&P, 1,240 were employed by NSTAR Electric, 694 were employed by PSNH, and 291 were employed by WMECO.  Approximately 50 percent of our employees are members of the International Brotherhood of Electrical Workers, the Utility Workers Union of America or The United Steelworkers, and are covered by 14 collective bargaining agreements.


INTERNET INFORMATION


Our website address is www.eversource.com.  We make available through our website a link to the SEC's EDGAR website (http://www.sec.gov/edgar/searchedgar/companysearch.html), at which site Eversource Energy's, CL&P's, NSTAR Electric's, PSNH's and WMECO's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports may be reviewed.  Information contained on the Company's website or that can be accessed through the website is not incorporated into and does not constitute a part of this Annual Report on Form 10-K.  Printed copies of these reports may be obtained free of charge by writing to our Investor Relations Department at Eversource Energy, 107 Selden Street, Berlin, CT 06037.  




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Item 1A.

Risk Factors


In addition to the matters set forth under "Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995" included immediately prior to Item 1,Business, above, we are subject to a variety of significant risks.  Our susceptibility to certain risks, including those discussed in detail below, could exacerbate other risks.  These risk factors should be considered carefully in evaluating our risk profile.


Cyber breaches, acts of war or terrorism, or grid disturbances could negatively impact our business.


Cyber breaches, acts of war or terrorism, physical attacks or grid disturbances resulting from internal or external sources could target our transmission, distribution and generation facilities or our information technology systems.  Such actions could impair our ability to manage these facilities, operate our systems effectively, or properly manage our data, networks and programs, resulting in loss of service to customers.


We have instituted safeguards to protect our operational systems and information technology assets.  We devote substantial resources to network and application security, encryption and other measures to protect our computer systems and infrastructure from unauthorized access or misuse and interface with numerous external entities to improve our cybersecurity situational awareness.  FERC, through the North American Electric Reliability Corporation, requires certain safeguards to be implemented to deter cyber and/or physical attacks.  These safeguards may not always be effective due to the evolving nature of cyber and/or physical attacks.


Because our generation and transmission facilities are part of an interconnected regional grid, we face the risk of blackout due to a disruption on a neighboring interconnected system.


Any such cyber breaches, acts of war or terrorism, physical attacks or grid disturbances could result in a significant decrease in revenues, significant expense to repair system damage or security breaches, and liability claims, which could have a material adverse impact on our financial position, results of operations or cash flows.


Strategic development opportunities in both electric and natural gas transmission may not be successful and projects may not commence operation as scheduled or be completed, which could have a material adverse effect on our business prospects.


We are pursuing broader strategic development investment opportunities that will benefit the New England region related to the construction of electric and natural gas transmission facilities, interconnections to generating resources and other investment opportunities.  The development, construction and expansion of electric transmission and natural gas transmission facilities involve numerous risks.  Various factors could result in increased costs or result in delays or cancellation of these projects.  Risks include regulatory approval processes, new legislation, economic events or factors, environmental and community concerns, design and siting issues, difficulties in obtaining required rights of way, competition from incumbent utilities and other entities, and actions of strategic partners.  Should any of these factors result in such delays or cancellations, our financial position, results of operations, and cash flows could be adversely affected or our future growth opportunities may not be realized as anticipated.


As a result of legislative and regulatory changes during 2015, the states in which we provide service have implemented new procedures to select for construction new major electric transmission and gas pipeline facilities.  These procedures require the review of competing projects and permit the selection of only those projects that are expected to provide the greatest benefit to customers.  If the projects in which we have invested are not selected for construction, it would have a material adverse effect on our future financial position, results of operations and cash flows.


The actions of regulators and legislators can significantly affect our earnings, liquidity and business activities.


The rates that our electric and gas companies charge their customers are determined by their state regulatory commissions and by FERC.  These commissions also regulate the companies' accounting, operations, the issuance of certain securities and certain other matters.  FERC also regulates the transmission of electric energy, the sale of electric energy at wholesale, accounting, issuance of certain securities and certain other matters.


Under state and federal law, our electric and gas companies are entitled to charge rates that are sufficient to allow them an opportunity to recover their reasonable operating and capital costs, to attract needed capital and maintain their financial integrity, while also protecting relevant public interests.  Each of these companies prepares and submits periodic rate filings with their respective regulatory commissions for review and approval.


The FERC has jurisdiction over our transmission costs recovery and the allowed return on equity.  The ROE has been contested by outside parties as unjust and unreasonable.  Certain outside parties have filed three complaints against all electric companies under the jurisdiction of ISO-NE alleging that the ROE is unjust and unreasonable.  The first complaint, which was concluded in 2015, resulted in a decrease of the allowed ROE.  The second and third complaints are currently under review with the FERC.  The FERC has initiated a review of the regional and local transmission rates due to a lack of adequate transparency.  FERC also found that the formula rates generally lacked sufficient details to determine how costs are derived and recovered in rates.


A federal appeals court decision has upheld the FERC's authority to order major changes to transmission planning and cost allocation in FERC Order No. 1000 and Order No. 1000-A, including transmission planning for public policy needs, and the requirement that utilities remove from their transmission tariffs their rights of first refusal to build transmission.  Additionally, the FERC affirmed that it can eliminate our right of first refusal to build transmission in New England even though the FERC previously approved and granted special protections to these rights.  Implementation of FERC's goals in New England, including within our service territories, may expose us to competition for construction of transmission projects, additional regulatory considerations, and potential delay with respect to future transmission projects, which may adversely affect our results of operation.




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There is no assurance that the commissions will approve the recovery of all costs incurred by our electric and gas companies, including costs for construction, operation and maintenance, as well as a reasonable return on their respective regulated assets.  The amount of costs incurred by the companies, coupled with increases in fuel and energy prices, could lead to consumer or regulatory resistance to the timely recovery of such costs, thereby adversely affecting our financial position, results of operations or cash flows.


If our settlement agreement regarding the divestiture of our generation assets in New Hampshire is not approved, it could have a material adverse effect on our earnings.


Under our settlement agreement for the divestiture of our generation assets in New Hampshire, we will be entitled to collect from customers an amount equal to the difference between the proceeds from the sale of these assets and the undepreciated book value of those assets.  Costs related to the divestiture would also be recoverable.  To minimize the financial impact on customers in New Hampshire, the legislature passed legislation that allows for the securitization of stranded costs to be recovered.  If the NHPUC does not approve the settlement, we may not be able to fully recover these costs in future rate proceedings, which could have a material adverse effect on our financial position, results of operations and cash flows.


Our transmission, distribution and generation systems may not operate as expected, and could require unplanned expenditures, which could adversely affect our financial position, results of operations and cash flows.


Our ability to properly operate our transmission, distribution and generation systems is critical to the financial performance of our business.  Our transmission, distribution and generation businesses face several operational risks, including the breakdown, failure of, or damage to operating equipment, information technology systems, or processes, especially due to age; labor disputes; disruptions in the delivery of electricity and natural gas, including impacts on us or our customers; increased capital expenditure requirements, including those due to environmental regulation; catastrophic events such as fires, explosions, or other similar occurrences; extreme weather conditions beyond equipment and plant design capacity; other unanticipated operations and maintenance expenses and liabilities; and potential claims for property damage or personal injuries beyond the scope of our insurance coverage.  Many of our transmission projects are expected to alleviate identified reliability issues and reduce customers' costs. However, if the in-service date for one or more of these projects is delayed due to economic events or factors, or regulatory or other delays, the risk of failures in the electricity transmission system may increase.  Any failure of our transmission, distribution and generation systems to operate as planned may result in increased capital costs, reduced earnings or unplanned increases in operation and maintenance costs.  Outages at generating stations may be deemed imprudent by the NHPUC resulting in disallowance of replacement power and repair costs.  Such costs that are not recoverable from our customers would have an adverse effect on our financial position, results of operations and cash flows.


Increases in electric and gas prices and/or a weak economy can lead to changes in legislative and regulatory policy promoting increased energy efficiency, conservation, and self-generation and/or a reduction in our customers' ability to pay their bills, which may adversely impact our business.


Energy consumption is significantly impacted by the general level of economic activity and cost of energy supply.  Economic downturns or periods of high energy supply costs typically can lead to the development of legislative and regulatory policy designed to promote reductions in energy consumption and increased energy efficiency and self-generation by customers.  This focus on conservation, energy efficiency and self-generation may result in a decline in electricity and natural gas sales in our service territories.  Economic downturns or periods of high energy supply costs can also impact customers’ ability to pay their energy bills, resulting in increased bad debt expense.  If energy use were to decline or bad debt expense were to increase, without corresponding adjustments in rates at our electric and gas companies that do not currently have revenue decoupling, then our revenues would be reduced, which would have an adverse effect on our financial position, results of operations and cash flows.


Severe storms could cause significant damage to any of our facilities requiring extensive expenditures, the recovery for which is subject to approval by regulators.


Severe weather, such as ice and snow storms, hurricanes and other natural disasters, may cause outages and property damage, which may require us to incur additional costs that may not be recoverable from customers.  The cost of repairing damage to our operating subsidiaries' facilities and the potential disruption of their operations due to storms, natural disasters or other catastrophic events could be substantial, particularly as regulators and customers demand better and quicker response times to outages.  If, upon review, any of our state regulatory authorities finds that our actions were imprudent, some of those restoration costs may not be recoverable from customers.  The inability to recover a significant amount of such costs could have an adverse effect on our financial position, results of operations and cash flows.


Our goodwill is valued and recorded at an amount that, if impaired and written down, could adversely affect our future operating results and total capitalization.


We have a significant amount of goodwill on our consolidated balance sheet.  As of December 31, 2015, goodwill totaled $3.5 billion.  The carrying value of goodwill represents the fair value of an acquired business in excess of identifiable assets and liabilities as of the acquisition date.  We test our goodwill balances for impairment on an annual basis or whenever events occur or circumstances change that would indicate a potential for impairment.  A determination that goodwill is deemed to be impaired would result in a non-cash charge that could materially adversely affect our financial position, results of operations and total capitalization.  The annual goodwill impairment test in 2015 resulted in a conclusion that our goodwill is not impaired.


Eversource Energy and its utility subsidiaries are exposed to significant reputational risks, which make them vulnerable to increased regulatory oversight or other sanctions.




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Because utility companies, including our electric and natural gas utility subsidiaries, have large customer bases, they are subject to adverse publicity focused on the reliability of their distribution services and the speed with which they are able to respond to electric outages, natural gas leaks and similar interruptions caused by storm damage or other unanticipated events.  Adverse publicity of this nature could harm the reputations of Eversource Energy and its subsidiaries; may make state legislatures, utility commissions and other regulatory authorities less likely to view Eversource Energy and its subsidiaries in a favorable light; and may cause Eversource Energy and its subsidiaries to be subject to less favorable legislative and regulatory outcomes or increased regulatory oversight.  Unfavorable regulatory outcomes can include more stringent laws and regulations governing our operations, such as reliability and customer service quality standards or vegetation management requirements, as well as fines, penalties or other sanctions or requirements.  The imposition of any of the foregoing could have a material adverse effect on the business, results of operations, cash flow and financial condition of Eversource Energy and each of its utility subsidiaries.


Limits on our access to and increases in the cost of capital may adversely impact our ability to execute our business plan.


We use short-term debt and the long-term capital markets as a significant source of liquidity and funding for capital requirements not obtained from our operating cash flow.  If access to these sources of liquidity becomes constrained, our ability to implement our business strategy could be adversely affected.  In addition, higher interest rates would increase our cost of borrowing, which could adversely impact our results of operations.  A downgrade of our credit ratings or events beyond our control, such as a disruption in global capital and credit markets, could increase our cost of borrowing and cost of capital or restrict our ability to access the capital markets and negatively affect our ability to maintain and to expand our businesses.


Our counterparties may not meet their obligations to us or may elect to exercise their termination rights, which could adversely affect our earnings.


We are exposed to the risk that counterparties to various arrangements who owe us money, have contracted to supply us with energy, coal, or other commodities or services, or who work with us as strategic partners, including on significant capital projects, will not be able to perform their obligations, will terminate such arrangements or, with respect to our credit facilities, fail to honor their commitments.  Should any of these counterparties fail to perform their obligations or terminate such arrangements, we might be forced to replace the underlying commitment at higher market prices and/or have to delay the completion of, or cancel a capital project.  Should any lenders under our credit facilities fail to perform, the level of borrowing capacity under those arrangements could decrease.  In any such events, our financial position, results of operations, or cash flows could be adversely affected.


The unauthorized access to and the misappropriation of confidential and proprietary customer, employee, financial or system operating information could adversely affect our business operations and adversely impact our reputation.


In the regular course of business we maintain sensitive customer, employee, financial and system operating information and are required by various federal and state laws to safeguard this information.  Cyber intrusions, security breaches, theft or loss of this information by cyber crime or otherwise could lead to the release of critical operating information or confidential customer or employee information, which could adversely affect our business operations or adversely impact our reputation, and could result in significant costs, fines and litigation.  We maintain limited privacy protection liability insurance to cover limited damages and defense costs arising from unauthorized disclosure of, or failure to protect, private information as well as costs for notification to, or for credit card monitoring of, customers, employees and other persons in the event of a breach of private information.  This insurance covers amounts paid to avert, prevent or stop a network attack or the disclosure of personal information, and costs of a qualified forensics firm to determine the cause, source and extent of a network attack or to investigate, examine and analyze our network to find the cause, source and extent of a data breach.  While we have implemented measures designed to prevent cyber-attacks and mitigate their effects should they occur.  These measures may not be effective due to the continually evolving nature of efforts to access confidential information.


The loss of key personnel or the inability to hire and retain qualified employees could have an adverse effect on our business, financial position and results of operations.


Our operations depend on the continued efforts of our employees.  Retaining key employees and maintaining the ability to attract new employees are important to both our operational and financial performance.  We cannot guarantee that any member of our management or any key employee at the Eversource parent or subsidiary level will continue to serve in any capacity for any particular period of time.  In addition, a significant portion of our workforce, including many workers with specialized skills maintaining and servicing the electrical infrastructure, will be eligible to retire over the next five to ten years.  Such highly skilled individuals cannot be quickly replaced due to the technically complex work they perform.  We have developed strategic workforce plans to identify key functions and proactively implement plans to assure a ready and qualified workforce, but cannot predict the impact of these plans on our ability to hire and retain key employees.


Market performance or changes in assumptions require us to make significant contributions to our pension and other postretirement benefit plans.


We provide a defined benefit pension plan and other postretirement benefits for a substantial number of employees, former employees and retirees.  Our future pension obligations, costs and liabilities are highly dependent on a variety of factors beyond our control.  These factors include estimated investment returns, interest rates, discount rates, health care cost trends, benefit changes, salary increases and the demographics of plan participants.  If our assumptions prove to be inaccurate, our future costs could increase significantly.In addition, various factors, including underperformance of plan investments and changes in law or regulation, could increase the amount of contributions required to fund our pension plan in the future.  Additional large funding requirements, when combined with the financing requirements of our construction program, could impact the timing and amount of future financings and negatively affect our financial position, results of operations or cash flows. For further information, see Note 9A, "Employee Benefits - Pensions and Postretirement Benefits Other Than Pensions," to the financial statements.




18



Costs of compliance with environmental regulations, including climate change legislation, may increase and have an adverse effect on our business and results of operations.


Our subsidiaries' operations are subject to extensive federal, state and local environmental statutes, rules and regulations that govern, among other things, air emissions, water discharges and the management of hazardous and solid waste.  Compliance with these requirements requires us to incur significant costs relating to environmental monitoring, maintenance and upgrading of facilities, remediation and permitting.  The costs of compliance with existing legal requirements or legal requirements not yet adopted may increase in the future.  An increase in such costs, unless promptly recovered, could have an adverse impact on our business and our financial position, results of operations or cash flows.


In addition, global climate change issues have received an increased focus from federal and state government agencies .  Although we would expect that any costs of these rules and regulations would be recovered from customers, their impact on energy use by customers and the ultimate impact on our business would be dependent upon the specific rules and regulations adopted and cannot be determined at this time.  The impact of these additional costs to customers could lead to a further reduction in energy consumption resulting in a decline in electricity and gas sales in our service territories, which would have an adverse impact on our business and financial position, results of operations or cash flows.  Any failure by us to comply with environmental laws and regulations, even if due to factors beyond our control, or reinterpretations of existing requirements, could also increase costs.  Existing environmental laws and regulations may be revised or new laws and regulations seeking to protect the environment may be adopted or become applicable to us.  Revised or additional laws could result in significant additional expense and operating restrictions on our facilities or increased compliance costs, which may not be fully recoverable in distribution company rates.  The cost impact of any such laws, rules or regulations would be dependent upon the specific requirements adopted and cannot be determined at this time.  For further information, see Item 1, Business -Other Regulatory and Environmental Matters, included in this Annual Report on Form 10-K.


As a holding company with no revenue-generating operations, Eversource parent's liquidity is dependent on dividends from its subsidiaries, its commercial paper program, and its ability to access the long-term debt and equity capital markets.


Eversource parent is a holding company and as such, has no revenue-generating operations of its own.  Its ability to meet its debt service obligations and to pay dividends on its common shares is largely dependent on the ability of its subsidiaries to pay dividends to or repay borrowings from Eversource parent, and/or Eversource parent's ability to access its commercial paper program or the long-term debt and equity capital markets.  Prior to funding Eversource parent, the subsidiary companies have financial obligations that must be satisfied, including among others, their operating expenses, debt service, preferred dividends of certain subsidiaries, and obligations to trade creditors.  Additionally, the subsidiary companies could retain their free cash flow to fund their capital expenditures in lieu of receiving equity contributions from Eversource parent.  Should the subsidiary companies not be able to pay dividends or repay funds due to Eversource parent, or if Eversource parent cannot access its commercial paper programs or the long-term debt and equity capital markets, Eversource parent's ability to pay interest, dividends and its own debt obligations would be restricted.


Item 1B.

Unresolved Staff Comments


We do not have any unresolved SEC staff comments.



DOE Phase II Damages - In December 2007, the Yankee Companies each filed subsequent lawsuits against the DOE seeking recovery of actual damages incurred in the years following 2001 and 2002 related to the alleged failure of the DOE to provide for a permanent facility to store spent nuclear fuel generated in years after 2001 for CYAPC and YAEC and after 2002 for MYAPC (DOE Phase II Damages).  On November 18, 2011, the court ordered the record closed in the YAEC case, and closed the record in the CYAPC and MYAPC cases subject to a limited opportunity of the government to reopen the records for further limited proceedings.  


On November 15, 2013, the court issued a final judgment awarding CYAPC $126.3 million, YAEC $73.3 million, and MYAPC $35.8 million.  On January 14, 2014, the Yankee Companies received a letter from the U.S. Department of Justice stating that the DOE will not appeal the court's final judgment.  As of December 31, 2013, CL&P, NSTAR Electric, PSNH, WMECO, CYAPC, and YAEC have not reflected the impact of these expected receivables on their financial statements.


The methodology for applying the DOE Phase II Damages recovered from the DOE for the benefit of customers of CL&P, NSTAR Electric, PSNH and WMECO will be addressed in FERC rate proceedings.


DOE Phase III Damages – On August 15, 2013, the Yankee Companies each filed subsequent lawsuits against the DOE seeking recovery of actual damages incurred in the years 2009 through 2012.  Responsive pleading from the Department of Justice was filed on November 18, 2013, and discovery is expected to begin once a protective order is in place.


Item 2.

Conservation Law Foundation v. PSNHProperties


On July 21, 2011, the Conservation Law Foundation (CLF) filed a citizens suit under the provisions of the federal Clean Air Act against PSNH alleging permitting violations at the company’s Merrimack generating station.  The suit alleges that PSNH failed to have proper permits for replacement of the Unit 2 turbine at Merrimack, installation of activated carbon injection equipment for the unit, and violated a permit condition concerning operation of the electrostatic precipitators at the station.  The suit seeks injunctive relief, civil penalties, and costs.  CLF has pursued similar claims before the NHPUC, the N.H. Air Resources Council, and the N.H. Site Evaluation Committee, all of which have been denied.  PSNH believes this suit is without merit and intends to defend it vigorously.  On September 27, 2012, the federal court dismissed portions of CLF’s suit pertaining to the installation of activated carbon injection and the electrostatic precipitators.  The case is expected to proceed to trial over the course of the next two years.


3.

Other Legal Proceedings


For further discussion of legal proceedings, see Item 1,Business: "- Electric Distribution Segment," "- Electric Transmission Segment," and "- Natural Gas Distribution Segment" for information about various state regulatory and rate proceedings, civil lawsuits related thereto, and information about proceedings relating to power, transmission and pricing issues; "- Nuclear Decommissioning" for information related to high-level nuclear waste; and "- Other Regulatory and Environmental Matters" for information about proceedings involving surface water and air quality requirements, toxic substances and hazardous waste, electric and magnetic fields, licensing of hydroelectric projects, and other matters. In addition, see Item 1A,Risk Factors, for general information about several significant risks.


Item 4.

Mine Safety Disclosures


Not applicable.


EXECUTIVE OFFICERS OF THE REGISTRANT


The following table sets forth the executive officers of NU as of February 15, 2014.  All of the Company’s officers serve terms of one year and until their successors are elected and qualified:


Name

Age

Title

Jay S. Buth

44

Vice President, Controller and Chief Accounting Officer.

Gregory B. Butler

56

Senior Vice President, General Counsel and Secretary.

Christine M. Carmody*

51

Senior Vice President-Human Resources of NUSCO.

James J. Judge

58

Executive Vice President and Chief Financial Officer.

Thomas J. May

66

Chairman of the Board, President and Chief Executive Officer.

David R. McHale

53

Executive Vice President and Chief Administrative Officer.

Joseph R. Nolan, Jr.*

50

Senior Vice President-Corporate Relations of NUSCO.

Leon J. Olivier

65

Executive Vice President and Chief Operating Officer.


* Deemed an executive officer of NU pursuant to Rule 3b-7 under the Securities Exchange Act of 1934.


Jay S. Buth.  Mr. Buth has served as Vice President, Controller and Chief Accounting Officer of NU, CL&P, NSTAR Electric, NSTAR Gas, PSNH, WMECO, Yankee Gas and NUSCO since April 10, 2012.  Previously, Mr. Buth served as Vice President-Accounting and Controller of NU, CL&P, PSNH, WMECO, Yankee Gas and NUSCO from June 2009 until April 10, 2012.  From June 2006 through January 2009, Mr. Buth served as the Vice President and Controller for New Jersey Resources Corporation, an energy services holding company that provides natural gas and wholesale energy services, including transportation, distribution and asset management.




26



Gregory B. Butler.  Mr. Butler has served as Senior Vice President, General Counsel and Secretary of NU and Senior Vice President and General Counsel of NSTAR Electric and NSTAR Gas since April 10, 2012.  He has served as Senior Vice President and General Counsel of CL&P, PSNH, WMECO, Yankee Gas and NUSCO since March 9, 2006.  Mr. Butler has served as a Director of NSTAR Electric and NSTAR Gas since April 10, 2012.  He has served as a Director of NUSCO since November 27, 2012, and of CL&P, PSNH, WMECO and Yankee Gas since April 22, 2009.  Previously Mr. Butler served as Senior Vice President and General Counsel of NU from December 1, 2005 to April 10, 2012.  Mr. Butler has served as a Trustee of the NSTAR Foundation since April 10, 2012.  He has served as a Director of Northeast Utilities Foundation, Inc. since December 1, 2002.  


Christine M. Carmody.  Ms. Carmody has served as Senior Vice President-Human Resources of NUSCO since April 10, 2012 and of CL&P, PSNH, WMECO and Yankee Gas since November 27, 2012.  She has served as Senior Vice President-Human Resources of NSTAR Electric and NSTAR Gas since August 1, 2008.  Ms. Carmody has served as a Director of CL&P, PSNH, WMECO and Yankee Gas since April 10, 2012, and of NSTAR Electric, NSTAR Gas, and NUSCO since November 27, 2012.  Previously, Ms. Carmody served as Vice President-Organizational Effectiveness of NSTAR, NSTAR Electric and NSTAR Gas from June 2006 to August 2008.  Ms. Carmody has served as a Director of Northeast Utilities Foundation, Inc. since April 10, 2012.  She has served as a Trustee of the NSTAR Foundation since August 1, 2008.


James J. Judge. Mr. Judge has served as Executive Vice President and Chief Financial Officer of NU, CL&P, NSTAR Electric, NSTAR Gas, PSNH, WMECO, Yankee Gas and NUSCO since April 10, 2012.  Mr. Judge has served as a Director of CL&P, PSNH, WMECO, Yankee Gas and NUSCO since April 10, 2012.  He has served as a Director of NSTAR Electric and NSTAR Gas since September 27, 1999.  Previously, Mr. Judge served as Senior Vice President and Chief Financial Officer of NSTAR, NSTAR Electric and NSTAR Gas from 1999 until April 2012.  Mr. Judge has served as Treasurer and a Director of Northeast Utilities Foundation, Inc. since April 10, 2012.  He has served as a Trustee of the NSTAR Foundation since December 12, 1995.  


Thomas J. May.  Mr. May has served as Chairman of the Board of NU since October 10, 2013, and President and Chief Executive Officer and a Trustee of NU; Chairman and a Director of CL&P, NSTAR Electric, NSTAR Gas, PSNH, WMECO and Yankee Gas; and Chairman, President and Chief Executive Officer and a Director of NUSCO since April 10, 2012.  Mr. May has served as a Director of NSTAR Electric and NSTAR Gas (or their predecessor companies) since September 27, 1999.  Previously, Mr. May served as Chairman, President and Chief Executive Officer and a Trustee of NSTAR, and as Chairman, President and Chief Executive Officer of NSTAR Electric and NSTAR Gas until April 10, 2012.  He served as Chairman, Chief Executive Officer and a Trustee since NSTAR was formed in 1999, and was elected President in 2002.  Mr. May has served as Chairman of the Board and President of Northeast Utilities Foundation, Inc. since October 15, 2013, and has served as a Director of Northeast Utilities Foundation, Inc. since April 10, 2012.  He has served as a Trustee of the NSTAR Foundation since August 18, 1987.  


David R. McHale.  Mr. McHale has served as Executive Vice President and Chief Administrative Officer of NU, CL&P, NSTAR Electric, NSTAR Gas, PSNH, WMECO, Yankee Gas and NUSCO since April 10, 2012.  Mr. McHale has served as a Director of NSTAR Electric and NSTAR Gas since November 27, 2012, of PSNH, WMECO, Yankee Gas and NUSCO since January 1, 2005, and of CL&P since January 15, 2007.  Previously, Mr. McHale served as Executive Vice President and Chief Financial Officer of NU, CL&P, PSNH, WMECO, Yankee Gas and NUSCO from January 2009 to April 2012, and Senior Vice President and Chief Financial Officer of NU, CL&P, PSNH, WMECO, Yankee Gas and NUSCO from January 2005 to December 2008.  Mr. McHale has served as a Trustee of the NSTAR Foundation since April 10, 2012.  He has served as a Director of Northeast Utilities Foundation, Inc. since January 1, 2005.


Joseph R. Nolan, Jr.  Mr. Nolan has served as Senior Vice President-Corporate Relations of NSTAR Electric, NSTAR Gas and NUSCO since April 10, 2012.  He has served as Senior Vice President-Corporate Relations of CL&P, PSNH, WMECO and Yankee Gas since November 27, 2012.  Mr. Nolan has served as a Director of CL&P, PSNH, WMECO and Yankee Gas since April 10, 2012, and of NSTAR Electric, NSTAR Gas and NUSCO since November 27, 2012.  Previously, Mr. Nolan served as Senior Vice President-Customer & Corporate Relations of NSTAR, NSTAR Electric and NSTAR Gas from 2006 until April 10, 2012.  Mr. Nolan has served as a Director of Northeast Utilities Foundation, Inc. since April 10, 2012, and has served as Executive Director of Northeast Utilities Foundation, Inc. since October 15, 2013.  He has served as a Trustee of the NSTAR Foundation since October 1, 2000.  


Leon J. Olivier.  Mr. Olivier has served as Executive Vice President and Chief Operating Officer of NU and NUSCO since May 13, 2008.  He became Chief Executive Officer of NSTAR Electric and NSTAR Gas on April 10, 2012.  Mr. Olivier has served as Chief Executive Officer of CL&P, PSNH, WMECO and Yankee Gas since January 15, 2007.  Mr. Olivier has served as a Director of NSTAR Electric and NSTAR Gas since November 27, 2012, of PSNH, WMECO and Yankee Gas since January 17, 2005, and of CL&P effective September 10, 2001.  Previously, Mr. Olivier served as Executive Vice President-Operations of NU from February 13, 2007 to May 12, 2008.  Mr. Olivier has served as a Trustee of the NSTAR Foundation since April 10, 2012.  He has served as a Director of Northeast Utilities Foundation, Inc. since April 1, 2006.  




27

Transmission and Distribution System

 

 

 

 

 

 

 

 

 

 

As of December 31, 2015, Eversource and our electric operating subsidiaries owned the following:

 

 

 

 

 

 

 

 

Electric

 

Electric

 

Eversource

Distribution

 

Transmission

 

Number of substations owned

 512 

 

 66 

 

Transformer capacity (in kVa)

 41,484,000 

 

 13,780,000 

 

Overhead lines (in circuit miles)

 40,258 

 

 3,932 

 

Capacity range of overhead transmission lines (in kV)

N/A

 

69 to 345

 

Underground lines (distribution in circuit miles and

    transmission in cable miles)

 16,778 

 

 407 

 

Capacity range of underground transmission lines (in kV)

N/A

 

69 to 345

 


 

 

 

CL&P

 

NSTAR Electric

 

PSNH

 

WMECO

 

 

 

Distribution

 

Transmission

 

Distribution

 

Transmission

 

Distribution

 

Transmission

 

Distribution

 

Transmission

Number of substations owned

 

 182 

 

 19 

 

 133 

 

 24 

 

 154 

 

 16 

 

 43 

 

 7 

Transformer capacity (in kVa)

 

 19,605,000 

 

 3,117,000 

 

 11,431,000 

 

 6,728,000 

 

 5,257,000 

 

 3,868,000 

 

 5,191,000 

 

 67,000 

Overhead lines (in circuit miles)

 

 16,951 

 

 1,662 

 

 7,983 

 

 750 

 

 11,913 

 

 1,039 

 

 3,411 

 

 481 

Capacity range of overhead

    transmission lines (in kV)

 

N/A

 

69 to 345

 

N/A

 

115 to 345

 

N/A

 

115 to 345

 

N/A

 

69 to 345

Underground lines (distribution

    in circuit miles and

    transmission in cable miles)

 

 6,528 

 

 136 

 

 7,354 

 

 260 

 

 1,821 

 

 1 

 

 1,075 

 

 10 

Capacity range of underground

    transmission lines (in kV)

 

N/A

 

69 to 345

 

N/A

 

115 to 345

 

N/A

 

 115 

 

N/A

 

 115 




19






 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

Eversource

 

CL&P

 

 Electric

 

PSNH

 

WMECO

Underground and overhead line transformers in service

 

 618,387 

 

 

 288,352 

 

 

 126,353 

 

 

 160,848 

 

 

 42,834 

 

Aggregate capacity (in kVa)

 

 35,097,967 

 

 

 15,300,765 

 

 

 11,429,921 

 

 

 6,202,270 

 

 

 2,165,011 

 


Electric Generating Plants


As of December 31, 2015, PSNH owned the following electric generating plants:  


Type of Plant

 

Number
of Units

 

Year
Installed

 

Claimed Capability*
(kilowatts)

Steam Plants

 

5

 

1952-74

 

935,343 

Hydro

 

20

 

1901-83

 

58,115 

Internal Combustion

 

5

 

1968-70

 

101,869 

Biomass

 

1

 

2006

 

42,594 

Total PSNH Generating Plant

 

31

 

 

 

1,137,921 


*

Claimed capability represents winter ratings as of December 31, 2015.  The combined nameplate capacity of the generating plants is approximately 1,200 MW.


As of December 31, 2015, WMECO owned the following electric generating plants:  


Type of Plant

 

 

Number
of Sites

 

Year
Installed

 

Claimed Capability**
(kilowatts)

Solar Fixed Tilt, Photovoltaic

 

3

 

2010-14

 

8,000


** Claimed capability represents the direct current nameplate capacity of the plant.


CL&P and NSTAR Electric do not own any electric generating plants.


Natural Gas Distribution System


As of December 31, 2015, Yankee Gas owned 28 active gate stations, 203 district regulator stations, and approximately 3,317 miles of natural gas main pipeline.  Yankee Gas also owns a liquefaction and vaporization plant and above ground storage tank with a storage capacity equivalent of 1.2 Bcf of natural gas in Waterbury, Connecticut.


As of December 31, 2015, NSTAR Gas owned 21 active gate stations, 164 district regulator stations, and approximately 3,250 miles of natural gas main pipeline.  Hopkinton, another subsidiary of Eversource, owns a satellite vaporization plant and above ground storage tanks in Acushnet, MA.  In addition, Hopkinton owns a liquefaction and vaporization plant with above ground storage tanks in Hopkinton, MA.  Combined, the two plants' tanks have an aggregate storage capacity equivalent to 3.5 Bcf of natural gas that is provided to NSTAR Gas under contract.


Franchises


CL&P  Subject to the power of alteration, amendment or repeal by the General Assembly of Connecticut and subject to certain approvals, permits and consents of public authority and others prescribed by statute, CL&P has, subject to certain exceptions not deemed material, valid franchises free from burdensome restrictions to provide electric transmission and distribution services in the respective areas in which it is now supplying such service.


In addition to the right to provide electric transmission and distribution services as set forth above, the franchises of CL&P include, among others, limited rights and powers, as set forth under Connecticut law and the special acts of the General Assembly constituting its charter, to manufacture, generate, purchase and/or sell electricity at retail, including to provide Standard Service, Supplier of Last Resort service and backup service, to sell electricity at wholesale and to erect and maintain certain facilities on public highways and grounds, all subject to such consents and approvals of public authority and others as may be required by law. The franchises of CL&P include the power of eminent domain.  Connecticut law prohibits an electric distribution company from owning or operating generation assets.  However, under "An Act Concerning Energy Independence," enacted in 2005, CL&P is permitted to own up to 200 MW of peaking facilities if the PURA determines that such facilities will be more cost effective than other options for mitigating FMCC and Locational Installed Capacity (LICAP) costs.  In addition, under "An Act Concerning Electricity and Energy Efficiency," enacted in 2007, an electric distribution company, such as CL&P, is permitted to purchase an existing electric generating plant located in Connecticut that is offered for sale, subject to prior approval from the PURA and a determination by the PURA that such purchase is in the public interest.  Finally, Connecticut law also allows CL&P to submit a proposal to the DEEP to build, own or operate one or more generation facilities up to 10 MWs using Class I renewable energy.


NSTAR Electric and NSTAR GasThrough their charters, which are unlimited in time, NSTAR Electric and NSTAR Gas have the right to engage in the business of delivering and selling electricity and natural gas within their respective service territories, and have powers incidental thereto and are entitled to all the rights and privileges of and subject to the duties imposed upon electric and natural gas companies under Massachusetts laws.  The locations in public ways for electric transmission and distribution lines and natural gas distribution pipelines are obtained from municipal and other state authorities who, in granting these locations, act as agents for the state. In some cases the actions of these authorities are subject to appeal to the DPU.  The rights to these locations are not limited in time and are subject to the action of these authorities and the legislature.  Under Massachusetts law, with the exception of municipal-owned utilities, no other entity may provide electric or natural gas delivery service to retail



20



customers within NSTAR's service territory without the written consent of NSTAR Electric and/or NSTAR Gas.  This consent must be filed with the DPU and the municipality so affected.


The Massachusetts restructuring legislation defines service territories as those territories actually served on July 1, 1997 and following municipal boundaries to the extent possible.  The restructuring legislation further provides that until terminated by law or otherwise, distribution companies shall have the exclusive obligation to serve all retail customers within their service territories and no other person shall provide distribution service within such service territories without the written consent of such distribution companies.  Pursuant to the Massachusetts restructuring legislation, the DPU (then, the Department of Telecommunications and Energy) was required to define service territories for each distribution company, including NSTAR Electric.  The DPU subsequently determined that there were advantages to the exclusivity of service territories and issued a report to the Massachusetts Legislature recommending against, in this regard, any changes to the restructuring legislation.


PSNH  The NHPUC, pursuant to statutory requirements, has issued orders granting PSNH exclusive franchises to distribute electricity in the respective areas in which it is now supplying such service.  


In addition to the right to distribute electricity as set forth above, the franchises of PSNH include, among others, rights and powers to manufacture, generate, purchase, and transmit electricity, to sell electricity at wholesale to other utility companies and municipalities and to erect and maintain certain facilities on certain public highways and grounds, all subject to such consents and approvals of public authority and others as may be required by law.  PSNH's status as a public utility gives it the ability to petition the NHPUC for the right to exercise eminent domain for its transmission and distribution services in appropriate circumstances.  


PSNH is also subject to certain regulatory oversight by the Maine Public Utilities Commission and the Vermont Public Service Board.


WMECO  WMECO is authorized by its charter to conduct its electric business in the territories served by it, and has locations in the public highways for transmission and distribution lines.  Such locations are granted pursuant to the laws of Massachusetts by the Department of Public Works of Massachusetts or local municipal authorities and are of unlimited duration, but the rights thereby granted are not vested.  Such locations are for specific lines only and for extensions of lines in public highways.  Further similar locations must be obtained from the Department of Public Works of Massachusetts or the local municipal authorities.  In addition, WMECO has been granted easements for its lines in the Massachusetts Turnpike by the Massachusetts Turnpike Authority and pursuant to state laws, has the power of eminent domain.  


The Massachusetts restructuring legislation applicable to NSTAR Electric (described above) is also applicable to WMECO.


Yankee Gas  Yankee Gas holds valid franchises to sell natural gas in the areas in which Yankee Gas supplies natural gas service, which it acquired either directly or from its predecessors in interest.  Generally, Yankee Gas holds franchises to serve customers in areas designated by those franchises as well as in most other areas throughout Connecticut so long as those areas are not occupied and served by another natural gas utility under a valid franchise of its own or are not subject to an exclusive franchise of another natural gas utility.  Yankee Gas' franchises are perpetual but remain subject to the power of alteration, amendment or repeal by the General Assembly of the State of Connecticut, the power of revocation by the PURA and certain approvals, permits and consents of public authorities and others prescribed by statute.  Generally, Yankee Gas' franchises include, among other rights and powers, the right and power to manufacture, generate, purchase, transmit and distribute natural gas and to erect and maintain certain facilities on public highways and grounds, and the right of eminent domain, all subject to such consents and approvals of public authorities and others as may be required by law.


Item 3.

PART II


Item 5.

Market for the Registrants' Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


24

(a)

Market Information and (c) Dividends


NU.  Our common shares are listed on the New York Stock Exchange.  The ticker symbol is "NU," although it is frequently presented as "Noeast Util" and/or "NE Util" in various financial publications.  The high and low sales prices of our common shares and the dividends declared, for the past two years, by quarter, are shown below.


Year

 

Quarter

 

High

 

Low

 

Dividends
Declared

 

 

 

 

 

 

 

 

 

 

 

 

2013

 

First

 

$

43.49

 

$

38.60

 

$

0.368

 

 

Second

 

 

45.66

 

 

39.35

 

 

0.368

 

 

Third

 

 

45.13

 

 

40.01

 

 

0.368

 

 

Fourth

 

 

43.75

 

 

40.60

 

 

0.368

 

 

 

 

 

 

 

 

 

 

 

 

2012

 

First

 

$

37.64

 

$

33.48

 

$

0.294

 

 

Second

 

 

39.09

 

 

34.84

 

 

0.343

 

 

Third

 

 

40.86

 

 

36.68

 

 

0.343

 

 

Fourth

 

 

40.38

 

 

37.53

 

 

0.343


Information with respect to dividend restrictions for us, CL&P, NSTAR Electric, PSNH, and WMECO is contained in Item 7,6.

Selected Consolidated Financial Data

26

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations, under the caption "Liquidity"

28

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

60

Item 8,8.

Financial Statements and Supplementary Data,

61

Item 9.

Changes in theCombined Notes to Consolidatedand Disagreements with Accountants on Accounting and Financial Statements, within this Annual Report on Form 10-K.   Disclosure


136

There is no established public trading market for the common stock of CL&P, NSTAR Electric, PSNHItem 9A.

Controls and WMECO.  All of the common stock of CL&P, NSTAR Electric, PSNHProcedures

136

Item 9B.

Other Information

136

PART III

Item 10.

Directors, Executive Officers and WMECO is held solely by NU.Corporate Governance


137

During 2013 and 2012, CL&P approved and paid $152 million and $100.5 million, respectively, of common stock dividends to NU.


During 2013, NSTAR Electric approved and paid $56 million of common stock dividends to its parent company.  For the period April 10, 2012 to December 31, 2012, NSTAR Electric approved and paid $159.9 million of common stock dividends to its parent company.


During 2013 and 2012, PSNH approved and paid $68 million and $90.7 million, respectively, of common stock dividends to NU.


During 2013 and 2012, WMECO approved and paid $40 million and $9.4 million, respectively, of common stock dividends to NU.


(b)

Holders


As of January 31, 2014, there were 46,983 registered common shareholders of our company on record.  As of the same date, there were a total of 315,434,940 common shares issued.


(c)

Securities Authorized for Issuance Under Equity Compensation Plans


For information regarding securities authorized for issuance under equity compensation plans, see Item 12,11.

Executive Compensation

140

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

165

Item 13.

Certain Relationships and Related Transactions, and Director Independence

166

Item 14.

Principal Accountant Fees and Services

167

PART IV

Item 15.

Exhibits and Financial Statement Schedules

169

Signatures

170



iii



EVERSOURCE ENERGY 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



SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES

LITIGATION REFORM ACT OF 1995


References in this Annual Report on Form 10-K to "Eversource," "the Company," "we," "our," and "us" refer to Eversource and its consolidated subsidiaries.  On April 30, 2015, the Company's legal name was changed from Northeast Utilities to Eversource Energy.  CL&P, NSTAR Electric, PSNH and WMECO are each doing business as Eversource Energy.  


From time to time we make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, assumptions of future events, future financial performance or growth and other statements that are not historical facts.  These statements are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  You can generally identify our forward-looking statements through the use of words or phrases such as "estimate," "expect," "anticipate," "intend," "plan," "project," "believe," "forecast," "should," "could," and other similar expressions.  Forward-looking statements are based on the current expectations, estimates, assumptions or projections of management and are not guarantees of future performance.  These expectations, estimates, assumptions or projections may vary materially from actual results.  Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors that could cause our actual results to differ materially from those contained in our forward-looking statements, including, but not limited to:


·

cyber breaches, acts of war or terrorism, or grid disturbances,

·

actions or inaction of local, state and federal regulatory, public policy and taxing bodies,

·

changes in business conditions, which could include disruptive technology related to our current or future business model,

·

changes in economic conditions, including impact on interest rates, tax policies, and customer demand and payment ability,

·

fluctuations in weather patterns,

·

changes in laws, regulations or regulatory policy,

·

changes in levels or timing of capital expenditures,

·

disruptions in the capital markets or other events that make our access to necessary capital more difficult or costly,

·

developments in legal or public policy doctrines,

·

technological developments,

·

changes in accounting standards and financial reporting regulations,

·

actions of rating agencies, and

·

other presently unknown or unforeseen factors.  


Other risk factors are detailed in our reports filed with the SEC and updated as necessary, and we encourage you to consult such disclosures.


All such factors are difficult to predict, contain uncertainties that may materially affect our actual results and are beyond our control.  You should not place undue reliance on the forward-looking statements, each speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.  New factors emerge from time to time and it is not possible for us to predict all of such factors, nor can we assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.  For more information, see Item 1A, Risk Factors, included in this combined Annual Report on Form 10-K. This Annual Report on Form 10-K also describes material contingencies and critical accounting policies in the accompanyingManagement's Discussion and Analysis of Financial Condition and Results of OperationsandCombined Notes to Consolidated Financial Statements.  We encourage you to review these items.  



























































































1




EVERSOURCE ENERGY 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


PART I


Item 1.

Business


Please refer to the Glossary of Terms for definitions of defined terms and abbreviations used in this combined Annual Report on Form 10-K.


Eversource Energy, headquartered in Boston, Massachusetts and Hartford, Connecticut, is a public utility holding company subject to regulation by the FERC under the Public Utility Holding Company Act of 2005.  We are engaged primarily in the energy delivery business through the following wholly owned utility subsidiaries:


·

The Connecticut Light and Power Company (CL&P), a regulated electric utility that serves residential, commercial and industrial customers in parts of Connecticut;


·

NSTAR Electric Company (NSTAR Electric), a regulated electric utility that serves residential, commercial and industrial customers in parts of eastern Massachusetts;


·

Public Service Company of New Hampshire (PSNH), a regulated electric utility that serves residential, commercial and industrial customers in parts of New Hampshire and owns generation assets used to serve customers;


·

Western Massachusetts Electric Company (WMECO), a regulated electric utility that serves residential, commercial and industrial customers in parts of western Massachusetts and owns solar generating assets;


·

NSTAR Gas Company (NSTAR Gas), a regulated natural gas utility that serves residential, commercial and industrial customers in parts of Massachusetts; and


·

Yankee Gas Services Company (Yankee Gas), a regulated natural gas utility that serves residential, commercial and industrial customers in parts of Connecticut.


CL&P, NSTAR Electric, PSNH and WMECO also serve New England customers through Eversource Energy's electric transmission business.


On April 30, 2015, the Company's legal name was changed from Northeast Utilities to Eversource Energy. CL&P, NSTAR Electric, PSNH and

WMECO are each doing business as Eversource Energy.


Eversource Energy, CL&P, NSTAR Electric, PSNH and WMECO each report their financial results separately.  We also include information in this report on a segment basis for Eversource Energy.  Eversource Energy recognizes three reportable segments: electric distribution, electric transmission and natural gas distribution.  Eversource Energy's electric distribution segment includes the generation businesses of PSNH and WMECO.  These three segments represented substantially all of Eversource Energy's total consolidated revenues for the years ended December 31, 2015 and 2014.  CL&P, NSTAR Electric, PSNH and WMECO do not report separate business segments.   


ELECTRIC DISTRIBUTION SEGMENT


General


Eversource Energy's electric distribution segment consists of the distribution businesses of CL&P, NSTAR Electric, PSNH and WMECO, which are engaged in the distribution of electricity to retail customers in Connecticut, eastern Massachusetts, New Hampshire and western Massachusetts, respectively, plus the regulated electric generation businesses of PSNH and WMECO.  


The following table shows the sources of 2015 electric franchise retail revenues for Eversource Energy's electric distribution companies, collectively, based on categories of customers:


(Thousands of Dollars, except percentages)

 

2015

 

% of Total

Residential

$

3,608,155 

 

55   

Commercial

 

2,476,686 

 

38   

Industrial

 

326,564 

 

5   

Other

 

151,195 

 

2   

Total Retail Electric Revenues

$

6,562,600 

 

100%




2



A summary of our distribution companies' retail electric GWh sales volumes and percentage changes for 2015, as compared to 2014, is as follows:


 

2015

 

2014

 

Percentage
Change

Residential 

21,441 

 

21,317 

 

0.6 %

Commercial

27,598 

 

27,449 

 

0.5 %

Industrial 

5,577 

 

5,676 

 

(1.7)%

Total

54,616 

 

54,442 

 

0.3 %


Our 2015 consolidated retail electric sales volumes were slightly higher, as compared to 2014, due primarily to the impact of colder winter weather experienced in the first quarter of 2015 and warmer weather in the third quarter of 2015, partially offset by milder winter weather in the fourth quarter of 2015 throughout our service territories as well as an increase in customer conservation efforts, including the impact of energy efficiency programs sponsored by CL&P, NSTAR Electric, PSNH and WMECO.


Fluctuations in retail electric sales volumes at NSTAR Electric and PSNH impact earnings.  For CL&P (effective December 1, 2014) and WMECO, fluctuations in retail electric sales volumes do not impact earnings due to their respective regulatory commission approved revenue decoupling mechanisms.  These distribution revenues are decoupled from their customer sales volumes, which breaks the relationship between sales volumes and revenues recognized.  CL&P and WMECO reconcile their annual base distribution rate recovery amounts to their respective pre-established levels of baseline distribution delivery service revenues.  Any difference between the allowed level of distribution revenue and the actual amount incurred during a 12-month period is adjusted through rates in the following period.


ELECTRIC DISTRIBUTION – CONNECTICUT


THE CONNECTICUT LIGHT AND POWER COMPANY


CL&P's distribution business consists primarily of the purchase, delivery and sale of electricity to its residential, commercial and industrial customers.  As of December 31, 2015, CL&P furnished retail franchise electric service to approximately 1.2 million customers in 149 cities and towns in Connecticut, covering an area of 4,400 square miles.  CL&P does not own any electric generation facilities.  


The following table shows the sources of CL&P's 2015 electric franchise retail revenues based on categories of customers:


 

CL&P

(Thousands of Dollars, except percentages)

 

2015

 

% of Total

Residential

$

1,641,165 

 

61   

Commercial

 

841,093 

 

31   

Industrial

 

129,544 

 

5   

Other

 

62,704 

 

3   

Total Retail Electric Revenues

$

2,674,506 

 

100%


A summary of CL&P's retail electric GWh sales volumes and percentage changes for 2015, as compared to 2014, is as follows:


 

2015

 

2014

 

Percentage
Change

Residential

10,094 

 

10,026 

 

0.7 %

Commercial

9,635 

 

9,643 

 

(0.1)%

Industrial 

2,342 

 

2,377 

 

(1.5)%

Total

22,071 

 

22,046 

 

0.1 %


Rates


CL&P is subject to regulation by the PURA, which, among other things, has jurisdiction over rates, certain dispositions of property and plant, mergers and consolidations, issuances of long-term securities, standards of service and construction and operation of facilities.  CL&P's present general rate structure consists of various rate and service classifications covering residential, commercial and industrial services.  CL&P's retail rates include a delivery service component, which includes distribution, transmission, conservation, renewables, CTA, SBC and other charges that are assessed on all customers.  Connecticut utilities are entitled under state law to charge rates that are sufficient to allow them an opportunity to recover their reasonable operating and capital costs, in order to attract needed capital and maintain their financial integrity, while also protecting relevant public interests.


Under Connecticut law, all of CL&P's customers are entitled to choose their energy suppliers, while CL&P remains their electric distribution company.  For those customers who do not choose a competitive energy supplier, under SS rates for customers with less than 500 kilowatts of demand, and LRS rates for customers with 500 kilowatts or more of demand, CL&P purchases power under standard offer contracts and passes the cost of the power to customers through a combined GSC and FMCC charge on customers' bills.  


CL&P continues to supply approximately 40 percent of its customer load at SS or LRS rates while the other 60 percent of its customer load has migrated to competitive energy suppliers.  Because this customer migration is only for energy supply service, it has no impact on CL&P's electric distribution business or its operating income.




3



The rates established by the PURA for CL&P are comprised of the following:


·

An electric generation services charge (GSC), which recovers energy-related costs incurred as a result of providing electric generation service supply to all customers that have not migrated to competitive energy suppliers.  The GSC is adjusted periodically and reconciled semi-annually in accordance with the policies and procedures of the PURA, with any differences refunded to, or recovered from, customers.


·

A revenue decoupling adjustment (effective December 1, 2014) that reconciles the amounts recovered from customers, on an annual basis, to the distribution revenue requirement approved by the PURA in its last rate case, which currently is an annual amount of $1.059 billion.


·

A distribution charge, which includes a fixed customer charge and a demand and/or energy charge to collect the costs of building and expanding the infrastructure to deliver power to customers, as well as ongoing operating costs to maintain the infrastructure.  


·

A federally-mandated congestion charge (FMCC), which recovers any costs imposed by the FERC as part of the New England Standard Market Design, including locational marginal pricing, locational installed capacity payments, and any costs approved by the PURA to reduce these charges.  The FMCC also recovers costs associated with CL&P's system resiliency program.  The FMCC is adjusted periodically and reconciled semi-annually in accordance with the policies and procedures of the PURA, with any differences refunded to, or recovered from, customers.


·

A transmission charge that recovers the cost of transporting electricity over high voltage lines from generating plants to substations, including costs allocated by ISO-NE to maintain the wholesale electric market.


·

A competitive transition assessment charge (CTA), assessed to recover stranded costs associated with electric industry restructuring such as various IPP contracts.  The CTA is reconciled annually to actual costs incurred and reviewed by the PURA, with any difference refunded to, or recovered from, customers.


·

A systems benefits charge (SBC), established to fund expenses associated with:  various hardship and low income programs; a program to compensate municipalities for losses in property tax revenue due to decreases in the value of electric generating facilities resulting directly from electric industry restructuring.  The SBC is reconciled annually to actual costs incurred and reviewed by the PURA, with any difference refunded to, or recovered from, customers.  


·

A Clean Energy Fund charge, which is used to promote investment in renewable energy sources.  Amounts collected by this charge are deposited into the Clean Energy Fund and administered by the Clean Energy Finance and Investment Authority.  The Clean Energy Fund charge is set by statute and is currently 0.1 cent per kWh.


·

A conservation charge, comprised of a statutory rate established to implement cost-effective energy conservation programs and market transformation initiatives, plus a conservation adjustment mechanism charge to recover the residual energy efficiency spending associated with the expanded energy efficiency costs directed by the Comprehensive Energy Strategy Plan for Connecticut.


As required by regulation, CL&P, jointly with UI, entered into the following contracts whereby UI will share 20 percent and CL&P will share 80 percent of the costs and benefits (CL&P's portion of these costs are either recovered from, or refunded to, customers through the FMCC charge):


·

Four CfDs (totaling approximately 787 MW of capacity) with three electric generation units and one demand response project, which extend through 2026 and have terms of up to 15 years beginning in 2009.  The capacity CfDs obligate both CL&P and UI to make or receive payments on a monthly basis to or from the project and generation owners based on the difference between a contractually set capacity price and the capacity market prices that the project and generation owners receive in the ISO-NE capacity markets.


·

Three CfDs (totaling approximately 500 MW of peaking capacity) with three peaking generation units.  The three peaker CfDs pay the generation owners the difference between capacity, forward reserve and energy market revenues and a cost-of service payment stream for 30 years beginning in 2008 (including costs of plant operation and the prices that the generation owners receive for capacity and other products in the ISO-NE markets).  


·

Long-term commitments to purchase approximately 250 MW of wind power from a Maine wind farm and 20 MW of solar power from a multi-site project in Connecticut.  Both of these projects are expected to be operational by the end of 2016.


On December 17, 2014 the PURA approved CL&P's application to amend customer rates, effective December 1, 2014, for a total base distribution rate increase of $152 million, which includes an authorized ROE of 9.02 percent for the first twelve month period and 9.17 percent thereafter.  The distribution rate increase included a revenue decoupling mechanism effective December 1, 2014, and the recovery of 2011 and 2012 storm restoration costs and system resiliency costs.  Also in December 2014, the PURA granted a re-opener request to CL&P’s base distribution rate application for further review of the appropriate balance of ADIT utilized in the calculation of rate base.  On July 2, 2015, the PURA issued a final order that approved a settlement agreement filed on May 19, 2015 between CL&P and the PURA Prosecutorial Staff, and which included an increase to total allowed annual revenue requirements of $18.4 million beginning December 1, 2014.




4



Sources and Availability of Electric Power Supply


As noted above, CL&P does not own any generation assets and purchases energy supply to serve its SS and LRS loads from a variety of competitive sources through requests for proposals.  CL&P periodically enters into full requirements contracts for the majority of SS loads for periods of up to one year for its residential customers and small and medium commercial and industrial customers.  CL&P is authorized to supply the remainder of the SS loads through a self-managed process that includes bilateral purchases and spot market purchases.  CL&P typically enters into full requirements contracts for LRS for larger commercial and industrial customers every three months.  Currently, CL&P has full requirements contracts in place for 80 percent of its SS loads for the first half of 2016 and has bilateral purchases in place to self-manage the remaining 20 percent.  For the second half of 2016, CL&P has 50 percent of its SS load under full requirements contracts, intends to purchase an additional 30 percent of full requirements and will self-manage the remainder as needed.  None of the SS load for 2017 has been procured.  CL&P has full requirements contracts in place for its LRS loads through the second quarter of 2016 and intends to purchase 100 percent of full requirements for the third and fourth quarters of 2016.


ELECTRIC DISTRIBUTION – MASSACHUSETTS


NSTAR ELECTRIC COMPANY

WESTERN MASSACHUSETTS ELECTRIC COMPANY


The electric distribution businesses of NSTAR Electric and WMECO consist primarily of the purchase, delivery and sale of electricity to residential, commercial and industrial customers within their respective franchise service territories.  As of December 31, 2015, NSTAR Electric furnished retail franchise electric service to approximately 1.2 million customers in Boston and 80 surrounding cities and towns in Massachusetts, including Cape Cod and Martha's Vineyard, covering an area of approximately 1,700 square miles.  WMECO provides retail franchise electric service to approximately 209,000 customers in 59 cities and towns in the western region of Massachusetts, covering an area of approximately 1,500 square miles.  Neither NSTAR Electric nor WMECO owns any generating facilities used to supply customers, and each purchases its respective energy requirements from competitive energy suppliers.  


In 2009, WMECO was authorized by the DPU to install solar energy generation in its service territory.  From 2010 through 2014, WMECO completed development of a total of 8 MW solar generation facilities on sites in Pittsfield, Springfield, and East Springfield, Massachusetts.  WMECO will sell all energy and other products from its solar generation facilities into the ISO-NE market.  NSTAR Electric does not own any solar generation facilities.


The following table shows the sources of the 2015 electric franchise retail revenues of NSTAR Electric and WMECO based on categories of customers:


 

 

NSTAR Electric

 

WMECO

(Thousands of Dollars, except percentages)

 

2015

 

% of Total

 

2015

 

% of Total

Residential

$

1,205,387 

 

48

 

$

255,797 

 

59  

Commercial

 

1,187,452 

 

47

 

 

135,222 

 

31  

Industrial

 

84,667 

 

3

 

 

35,439 

 

8  

Other

 

47,610 

 

2

 

 

5,778 

 

2  

Total Retail Electric Revenues

$

2,525,116 

 

100%

 

$

432,236 

 

100%


A summary of NSTAR Electric's and WMECO's retail electric GWh sales volumes and percentage changes for 2015, as compared to 2014, is as follows:


 

 

NSTAR Electric

 

WMECO

 

 

2015

 

2014

 

Percentage
Change

 

2015

 

2014

 

Percentage
Change

Residential 

 

6,687 

 

6,625 

 

0.9 %

 

1,465 

 

1,494 

 

(2.0)%

Commercial

 

13,120 

 

13,009 

 

0.9 %

 

1,478 

 

1,466 

 

0.8 %

Industrial 

 

1,248 

 

1,291 

 

(3.3)%

 

620 

 

626 

 

(0.9)%

Total

 

21,055 

 

20,925 

 

0.6 %

 

3,563 

 

3,586 

 

(0.6)%


Rates


NSTAR Electric and WMECO are each subject to regulation by the DPU, which, among other things, has jurisdiction over rates, certain dispositions of property and plant, mergers and consolidations, issuances of long-term securities, acquisition of securities, standards of service and construction and operation of facilities.  The present general rate structure for both NSTAR Electric and WMECO consists of various rate and service classifications covering residential, commercial and industrial services.  Massachusetts utilities are entitled under state law to charge rates that are sufficient to allow them an opportunity to recover their reasonable operating and capital costs, in order to attract needed capital and maintain their financial integrity, while also protecting relevant public interests.


Under Massachusetts law, all customers of each of NSTAR Electric and WMECO are entitled to choose their energy suppliers, while NSTAR Electric or WMECO remains their electric distribution company.  Both NSTAR Electric and WMECO purchase power from competitive suppliers on behalf of, and pass the related cost through to, their respective customers who do not choose a competitive energy supplier (basic service).  Most of the residential customers of NSTAR Electric and WMECO have continued to buy their power from NSTAR Electric or WMECO at basic service rates.  Most commercial and industrial customers have switched to a competitive energy supplier.  



5




The Cape Light Compact, an inter-governmental organization consisting of the 21 towns and two counties on Cape Cod and Martha's Vineyard, serves 200,000 customers through the delivery of energy efficiency programs, effective consumer advocacy, competitive electricity supply and green power options.  NSTAR Electric continues to provide electric service to these customers including the delivery of power, maintenance of infrastructure, capital investment, meter reading, billing, and customer service.


NSTAR Electric continues to supply approximately 39 percent of its customer load at basic service rates while the other 61 percentof its customer load has migrated to competitive energy suppliers.  WMECO continues to supply approximately 41 percent of its customer load at basic service rates while the other 59 percent of its customer load has migrated to competitive energy suppliers.  Because customer migration is limited to energy supply service, it has no impact on the delivery business or operating income of NSTAR Electric and WMECO.


The rates established by the DPU for NSTAR Electric and WMECO are comprised of the following:


·

A basic service charge that represents the collection of energy costs, including costs related to charge-offs of uncollectible energy costs from customers.  Electric distribution companies in Massachusetts are required to obtain and resell power to retail customers through basic service for those who choose not to buy energy from a competitive energy supplier.  Basic service rates are reset every six months (every three months for large commercial and industrial customers).  Additionally, the DPU has authorized NSTAR Electric to recover the cost of its Dynamic Pricing Smart Grid Pilot Program and NSTAR Green wind contracts through the basic service charge.  Basic service costs are reconciled annually, with any differences refunded to, or recovered from, customers.


·

A distribution charge, which includes a fixed customer charge and a demand and/or energy charge to collect the costs of building and expanding the infrastructure to deliver power to its destination, as well as ongoing operating costs.


·

For WMECO, a revenue decoupling adjustment that reconciles distribution revenue, on an annual basis, to the amount of distribution revenue approved by the DPU in its last rate case in 2011.  Currently, WMECO is allowed to collect $132.4 million annually.


·

A transmission charge that recovers the cost of transporting electricity over high voltage lines from generating plants to substations, including costs allocated by ISO-NE to maintain the wholesale electric market.


·

A transition charge that represents costs to be collected primarily from previously held investments in generating plants, costs related to existing above-market power contracts, and contract costs related to long-term power contract buy-outs.


·

An energy efficiency charge that represents a legislatively-mandated charge to collect costs for energy efficiency programs.


·

Reconciling adjustment charges that recover certain DPU-approved costs as follows:  pension and PBOP benefits, low income customer discounts, lost revenue and credits associated with net-metering facilities installed by customers, storms, consultants retained by the attorney general, long-term renewable contracts and energy efficiency programs and lost base revenue associated with energy efficiency measures.  In addition to these adjustments common to both NSTAR Electric and WMECO, NSTAR Electric has reconciling adjustment charges that collect costs associated with certain safety and reliability projects and a Smart Grid pilot program.  WMECO has a reconciling adjustment charge that recovers costs associated with certain solar projects owned and operated by WMECO.  


As required by regulation, NSTAR Electric and WMECO, along with two other Massachusetts electric utilities, signed long-term commitments to purchase a combined estimated generating capacity of approximately 334 MW of wind power from two wind farms in Maine over 15 years.  The projects are in various stages of permitting, development, or operation.  One unit began operating in late 2015, and the other unit is expected to be in operation by December 2016.  In addition, WMECO previously signed a long-term commitment to purchase an estimated generating capacity of approximately 37.5 MW of wind power from a wind farm in Maine over 15 years that is expected to be in operation in 2016.


Pursuant to a 2008 DPU order, Massachusetts electric utilities must adopt rate structures that decouple the volume of energy sales from the utility's revenues in their next rate case.  WMECO is currently decoupled and NSTAR Electric will propose decoupling in its next rate case.  


NSTAR Electric and WMECO are each subject to service quality (SQ) metrics that measure safety, reliability and customer service, and could be required to pay to customers a SQ charge of up to 2.5 percent of annual transmission and distribution revenues for failing to meet such metrics.  Neither NSTAR Electric nor WMECO will be required to pay a SQ charge for its 2015 performance as each company achieved results at or above target for all of its respective SQ metrics in 2015.


Sources and Availability of Electric Power Supply


As noted above, neither NSTAR Electric nor WMECO owns any generation assets (other than WMECO's solar generation), and both companies purchase their respective energy requirements from a variety of competitive sources through requests for proposals issued periodically, consistent with DPU regulations.  NSTAR Electric and WMECO enter into supply contracts for basic service for 50 percentof their respective residential and small commercial and industrial customers twice per year for twelve month terms.  Both NSTAR Electric and WMECO enter into supply contracts for basic service for 100 percentof large commercial and industrial customers every three months.



6




ELECTRIC DISTRIBUTION – NEW HAMPSHIRE


PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE


PSNH's distribution business consists primarily of the generation, delivery and sale of electricity to its residential, commercial and industrial customers.  As of December 31, 2015, PSNH furnished retail franchise electric service to approximately 503,000 retail customers in 211 cities and towns in New Hampshire, covering an area of approximately 5,630 square miles.  PSNH currently owns and operates approximately 1,200 MW of primarily coal-, natural gas-, and oil-fired electricity generation plants.  PSNH's distribution business includes the activities of its generation business.


The Clean Air Project, a wet flue gas desulphurization system (Scrubber), was constructed and placed in service by PSNH at its Merrimack Station in 2011.  The Scrubber reduces emissions of SO2 and mercury from Merrimack Station by over 90 percent, which is well in excess of state and federal requirements.  PSNH is permitted to recover prudent Scrubber costs through its default energy service rates under New Hampshire law.  Effective January 1, 2016, PSNH is recovering all Scrubber costs in rates charged to customers.  For further information, see "Regulatory Developments and Rate Matters – New Hampshire – Clean Air Project Prudence Proceeding" in the accompanying Item 7,Management's Discussion and Analysis of Financial Condition and Results of Operations.


The following table shows the sources of PSNH's 2015 electric franchise retail revenues based on categories of customers:


 

PSNH

(Thousands of Dollars, except percentages)

 

2015

 

% of Total

Residential

$

505,806 

 

54 

Commercial

 

312,918 

 

34 

Industrial

 

76,914 

 

Other

 

35,103 

 

Total Retail Electric Revenues

$

930,741 

 

100%


A summary of PSNH's retail electric GWh sales volumes and percentage changes for 2015, as compared to 2014, is as follows:


 

2015

 

2014

 

Percentage
Change

Residential 

3,195 

 

3,172 

 

0.7 %

Commercial

3,365 

 

3,332 

 

1.0 %

Industrial 

1,367 

 

1,382 

 

 (1.1)%

Total

7,927 

 

7,886 

 

0.5 %


Rates


PSNH is subject to regulation by the NHPUC, which, among other things, has jurisdiction over rates, certain dispositions of property and plant, mergers and consolidations, issuances of securities, standards of service and construction and operation of facilities.  New Hampshire utilities are entitled under state law to charge rates that are sufficient to allow them an opportunity to recover their reasonable operating and capital costs, in order to attract needed capital and maintain their financial integrity, while also protecting relevant public interests.


Under New Hampshire law, all of PSNH's customers are entitled to choose competitive energy suppliers, with PSNH providing default energy service under its ES rate for those customers who do not choose a competitive energy supplier.  At the end of 2015, approximately 21 percent of all of PSNH's customers (approximately 53 percent of load) were taking service from competitive energy suppliers, compared to 21 percent of customers (approximately 46 percent of load) at the end of 2014.  


The rates established by the NHPUC for PSNH are comprised of the following:


·

A default energy service charge which recovers energy-related costs incurred as a result of providing electric generation service supply to all customers that have not migrated to competitive energy suppliers.  These charges recover the costs of PSNH's generation, as well as purchased power, and include an allowed ROE of 9.81 percent.


·

A distribution charge, which includes an energy and/or demand-based charge to recover costs related to the maintenance and operation of PSNH's infrastructure to deliver power to its destination, as well as power restoration and service costs.  This includes a customer charge to collect the cost of providing service to a customer; such as the installation, maintenance, reading and replacement of meters and maintaining accounts and records.  


·

A transmission charge that recovers the cost of transporting electricity over high voltage lines from generating plants to substations, including costs allocated by ISO-NE to maintain the wholesale electric market.


·

A stranded cost recovery charge (SCRC), which allows PSNH to recover its stranded costs, including above-market expenses incurred under mandated power purchase obligations and other long-term investments and obligations.  


·

A system benefits charge (SBC), which funds energy efficiency programs for all customers as well as assistance programs for residential customers within certain income guidelines.



7




·

An electricity consumption tax, which is a state mandated tax on electric energy consumption.


The energy charge and SCRC rates change semi-annually and are reconciled annually and differences between actual costs incurred versus current rates are either refunded or recovered in subsequent rates charged to customers.


PSNH distribution rates were set in a 2010 NHPUC rate case settlement, which expired on June 30, 2015.  In the 2015 PSNH Settlement Agreement, the Company agreed that its present distribution rates will stay in effect until at least July 1, 2017.  However, certain aspects of the 2010 rate case settlement will continue, including funding for reliability enhancement program activities, adjustment of distribution rates for certain exogenous events that in the aggregate exceed $1 million, and major storm reserve funding.


Generation Divestiture


In 2013, the NHPUC opened a docket to investigate market conditions affecting PSNH's default energy service rate, how PSNH will maintain just and reasonable rates in light of those conditions, and any impact of PSNH's generation ownership on the New Hampshire competitive electric market.  In April 2014, the NHPUC staff issued a "Preliminary Status Report Addressing the Economic Interest of PSNH's Retail Customers as it Relates to the Potential Divestiture of PSNH's Generating Plants," which included a consultant's analysis of the fair market value of PSNH generating assets and long-term power purchase contracts.  The consultant's analysis estimated the fair market value of PSNH's generation assets to be $225 million as of December 31, 2013 and compared that amount to a stated net book value of $660 million, implying potential "stranded costs" of approximately $435 million.  An abbreviated draft update by the consultant dated August 17, 2015, increased the estimated fair market value of PSNH’s generation assets to $235 million.


In 2014, the Legislature enacted changes to the laws governing divestiture of PSNH's generation assets, effective September 30, 2014.  The new law required the NHPUC to initiate a proceeding to determine whether all or some of PSNH's generation assets should be divested.  The law gives the NHPUC express authority to order the divestiture of all or some of PSNH's generation assets if the NHPUC finds it is in the economic interest of customers to do so.  The law also clarified the definition of "stranded costs" to include costs approved for recovery by the NHPUC in connection with the divestiture or retirement of PSNH's generation assets.


On June 10, 2015, Eversource and PSNH entered into the 2015 Public Service Company of New Hampshire Restructuring and Rate Stabilization Agreement (the Agreement) with the New Hampshire Office of Energy and Planning, certain members of the NHPUC staff, the Office of Consumer Advocate, two state senators, and several other parties.  The Agreement was filed with the NHPUC on the same day.  Under the terms of the Agreement, PSNH has agreed to divest its generation assets upon NHPUC approval.  The Agreement is designed to provide a resolution of issues pertaining to PSNH's generation assets in pending regulatory proceedings before the NHPUC.  The Agreement provided for the Clean Air Project prudence proceeding to be resolved and all remaining Clean Air Project costs to be included in rates effective January 1, 2016.  As part of the Agreement, PSNH has agreed to forego recovery of $25 million of the deferred equity return related to the Clean Air Project.  In addition, PSNH will not seek a general distribution rate increase effective before July 1, 2017 and will contribute $5 million to create a clean energy fund, which will not be recoverable from its customers.  


In 2015, the Legislature enacted changes to law to allow the use of securitization financing to recover any stranded costs resulting from the divestiture of PSNH’s generating assets.  If the Agreement is approved, following divestiture of PSNH’s generating assets, bonds will be issued to recover resulting stranded costs.  


On January 26, 2016, Advisory Staff of the NHPUC and the parties to the Agreement filed a stipulation with the NHPUC agreeing that near-term divestiture of PSNH’s generation was in the public interest and that the Agreement should be approved.  Implementation of the Agreement is subject to NHPUC approval, which is expected in early 2016.  


Sources and Availability of Electric Power Supply


During 2015, approximately 54 percent of PSNH's load was met through its own generation, long-term power supply provided pursuant to orders of the NHPUC, and contracts with competitive energy suppliers.  The remaining 46 percentof PSNH's load was met by short-term (less than one year) purchases and spot purchases in the competitive New England wholesale power market.  PSNH expects to meet its load requirements in 2016 in a similar manner.  Included in the 54 percent above are PSNH's obligations to purchase power from approximately two dozen IPPs, the output of which it either uses to serve its customer load or sells into the ISO-NE market.


Merrimack and Schiller Stations have recently operated at lower than typical capacity factors due to moderate regional temperatures.  The Hydro stations have been operating at high capacity factors. PSNH’s Energy Service Rate has been set at 9.99 cents per kWh effective January 1, 2016, which includes 1.27 cents per kWh reflecting full recovery of costs related to the Clean Air Project.


ELECTRIC TRANSMISSION SEGMENT


General


Each of CL&P, NSTAR Electric, PSNH and WMECO owns and maintains transmission facilities that are part of an interstate power transmission grid over which electricity is transmitted throughout New England.  Each of CL&P, NSTAR Electric, PSNH and WMECO, and most other New England utilities, are parties to a series of agreements that provide for coordinated planning and operation of the region's transmission facilities and the rules by which they acquire transmission services.  Under these arrangements, ISO-NE, a non-profit corporation whose board of directors and staff are independent of all market participants, serves as the regional transmission organization of the New England transmission system.  



8




Wholesale Transmission Revenues


A summary of Eversource Energy's wholesale transmission revenues is as follows:


(Thousands of Dollars)

2015

CL&P

$

513,025 

NSTAR Electric

299,241 

PSNH

127,509 

WMECO

129,502 

Total Wholesale Transmission Revenues

$

1,069,277 


Wholesale Transmission Rates


Wholesale transmission revenues are recovered through FERC approved formula rates.  Transmission revenues are collected from New England customers, the majority of which are distribution customers of CL&P, NSTAR Electric, PSNH and WMECO.  The transmission rates provide for the annual reconciliation of estimated to actual costs.  The financial impacts of differences between actual and estimated costs are deferred for future recovery from, or refunded to, transmission customers.


FERC Base ROE Complaints


Three separate complaints have been filed at the FERC by combinations of New England state attorneys general, state regulatory commissions, consumer advocates, consumer groups, municipal parties and other parties (the "Complainants").  In these three separate complaints, the Complainants challenged the NETOs' base ROE of 11.14 percent that had been utilized since 2006 and sought an order to reduce it prospectively from the date of the final FERC order and for the 15-month complaint refund periods stipulated in the separate complaints.  In 2014, the FERC ordered a 10.57 percent base ROE for the first complaint refund period and prospectively from October 16, 2014 and that a utility's total or maximum ROE shall not exceed the top of the new zone of reasonableness, which was set at 11.74 percent.  The NETOs and the Complainants sought rehearing from the FERC.  In late 2014, the NETOs made a compliance filing and the Company began issuing refunds to customers from the first complaint period.  


On March 3, 2015, FERC issued an order denying all issues raised on rehearing by the NETOs and Complainants in the first complaint.  The FERC order upheld the base ROE of 10.57 percent for the first complaint refund period and prospectively from October 16, 2014, and upheld that the utility's total ROE (the base ROEplus anyincentive adders) for the transmission assets to which the adder applies is capped at the top of the zone of reasonableness, which is currently set at 11.74 percent.  The NETOs and Complainants have filed appeals to the D.C. Circuit Court of Appeals, which have been consolidated, and briefing is scheduled to be concluded in the second quarter of 2016.  A court decision is expected in late 2016.


For the second and third complaint proceedings, hearings were held in late June and early July 2015 and briefs were filed in July and August 2015.  The state parties, municipal utilities and FERC trial staff each believe that the base ROE should be reduced to an amount lower than 10.57 percent.  The NETOs believe that the Complainants' positions are without merit, and the existing base ROE of 10.57 is just and reasonable and should be maintained.  On December 18, 2015, the FERC ALJ reopened the record to have the NETOs and FERC trial staff review certain calculations.  The FERC ALJ’s initial recommendation is expected by March 31, 2016.  A final FERC order is expected in late 2016 or early 2017.


Although Eversource is uncertain on the final outcome of the second and third complaints regarding the ROE, we believe the current reserves established are appropriate to reflect probable and reasonably estimable refunds. For further information, see "FERC Regulatory Issues – FERC ROE Complaints" in the accompanying Item 7,Management's Discussion and Analysis of Financial Condition and Results of Operations.


FERC Order No. 1000


On August 15, 2014, the D.C. Circuit Court of Appeals upheld the FERC's authority to order major changes to transmission planning and cost allocation in FERC Order No. 1000 and Order No. 1000-A, including transmission planning for public policy needs, and the requirement that utilities remove from their transmission tariffs their rights of first refusal to build transmission.  On March 19, 2015, the FERC acted on all rehearing requests filed by the NETOs, including CL&P, NSTAR Electric, PSNH and WMECO, and other parties and accepted the November 2013 compliance filing made by ISO-NE and the NETOs, subject to further compliance.  The FERC accepted our proposal that the new competitive transmission planning process will not apply to certain projects, which have been declared as the preferred solution by ISO-NE, unless ISO-NE later decides a solution must be re-evaluated.  The FERC determined on rehearing that we can restore provisions that recognize the NETOs’ rights to retain use and control of their existing rights of ways.  Final compliance was filed by the NETOs in November 2015 and was accepted by the FERC on December 14, 2015.


Additionally, the FERC affirmed that it can eliminate our right of first refusal to build transmission in New England even though the FERC previously approved and granted special protections to these rights.  The NETOs filed an appeal to the D.C. Circuit Court of Appeals, challenging this FERC ruling.  State regulators also filed an appeal, challenging FERC’s determination that ISO-NE should select public policy transmission projects after a competitive process.  The Court is expected to resolve the appeals in 2016.


Transmission Projects


During 2015, we were involved in the planning, development and construction of a series of electric transmission projects, including the NEEWS family of projects; the Greater Hartford Central Connecticut (GHCC) solutions; and Greater Boston Reliability Solutions, which are a series of new transmission projects over the next five years that will enhance system reliability and improve capacity.  We were involved in the planning and



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development of Northern Pass, which is our planned HVDC transmission line from the Québec-New Hampshire border to Franklin, New Hampshire and an associated alternating current radial transmission line between Franklin and Deerfield, New Hampshire; and the Clean Energy Connect Project, which is a planned transmission, wind and hydro generation project that we intend to develop with experienced renewable generation companies. For further information, see "Business Development and Capital Expenditures – Electric Transmission Business" in the accompanying Item 7,Management's Discussion and Analysis of Financial Condition and Results of Operations.


Transmission Rate Base


Under our FERC-approved tariff, and with the exception of transmission projects that received specific FERC approval to include CWIP in rate base, transmission projects generally enter rate base after they are placed in commercial operation.  At the end of 2015, our estimated transmission rate base was approximately $5.2 billion, including approximately $2.4 billion at CL&P, $1.4 billion at NSTAR Electric, $548 million at PSNH, and $625 million at WMECO.  


NATURAL GAS DISTRIBUTION SEGMENT


NSTAR Gas distributes natural gas to approximately 286,000 customers in 51 communities in central and eastern Massachusetts covering 1,067 square miles, and Yankee Gas distributes natural gas to approximately 226,000 customers in 71 cities and towns in Connecticut covering 2,187 square miles.  Total throughput (sales and transportation) in 2015 was approximately 71.7 Bcf for NSTAR Gas and 57.8 Bcf for Yankee Gas.  Our natural gas businesses provide firm natural gas sales service to retail customers who require a continuous natural gas supply throughout the year, such as residential customers who rely on natural gas for heating, hot water and cooking needs, and commercial and industrial customers who choose to purchase natural gas from Eversource Energy's natural gas distribution companies.  A portion of the storage of natural gas supply for NSTAR Gas during the winter heating season is provided by Hopkinton LNG Corp., an indirect, wholly-owned subsidiary of Eversource Energy.  NSTAR Gas has access to Hopkinton LNG Corp. facilities in Hopkinton, Massachusetts consisting of a LNG liquefaction and vaporization plant and three above-ground cryogenic storage tanks having an aggregate capacity of 3.0 Bcf of liquefied natural gas. NSTAR Gas also has access to Hopkinton LNG Corp. facilities in Acushnet, Massachusetts that include additional storage capacity of 0.5 Bcf and additional vaporization capacity.  


Yankee Gas owns a 1.2 Bcf LNG facility in Waterbury, Connecticut, which is used primarily to assist Yankee Gas in meeting its supplier-of-last-resort obligations and also enables it to provide economic supply and make economic refill of natural gas typically during periods of low demand.  


NSTAR Gas and Yankee Gas generate revenues primarily through the sale and/or transportation of natural gas.  Predominantly all residential customers in the NSTAR Gas service territory buy gas supply and delivery from NSTAR Gas while all customers may choose their natural gas suppliers.  Retail natural gas service in Connecticut is partially unbundled: residential customers in Yankee Gas' service territory buy natural gas supply and delivery only from Yankee Gas while commercial and industrial customers may choose their natural gas suppliers.  NSTAR Gas offers firm transportation service to all customers who purchase natural gas from sources other than NSTAR Gas while Yankee Gas offers firm transportation service to its commercial and industrial customers who purchase natural gas from sources other than Yankee Gas.  In addition, both natural gas distribution companies offer interruptible transportation and interruptible natural gas sales service to those high volume commercial and industrial customers, generally during the colder months, that have the capability to switch from natural gas to an alternative fuel on short notice, for whom NSTAR Gas and Yankee Gas can interrupt service during peak demand periods or at any other time to maintain distribution system integrity.


The following table shows the sources of the 2015 total Eversource Energy natural gas franchise retail revenues based on categories of customers:


(Thousands of Dollars, except percentages)

 

2015

 

% of Total

Residential

$

497,873 

 

54 

Commercial

 

327,439 

 

36 

Industrial

 

93,378 

 

10 

Total Retail Natural Gas Revenues

$

918,690 

 

100%


A summary of our firm natural gas sales volumes in million cubic feet and percentage changes for 2015, as compared to 2014, is as follows:


 

 

 

Percentage

 

2015

 

2014

 

Change

Residential

38,455 

 

38,969 

 

(1.3)%

Commercial

43,006 

 

42,977 

 

0.1 %

Industrial

21,538 

 

22,245 

 

(3.2)%

Total

102,999 

 

104,191 

 

(1.1)%

Total, Net of Special Contracts(1)

98,458 

 

99,500 

 

(1.0)%


 (1)

Special contracts are unique to the customers who take service under such an arrangement and generally specify the amount of distribution revenue to be paid to Yankee Gas regardless of the customers' usage.


Our firm natural gas sales volumes are subject to many of the same influences as our retail electric sales volumes.  In addition, they have benefited from customer growth in both of our natural gas distribution companies.  In 2015, consolidated firm natural gas sales volumes were lower, as compared to 2014.  The 2015 firm natural gas sales volumes were negatively impacted by record warm weather in the fourth quarter of 2015, when compared to 2014, partially offset by colder winter weather in the first quarter of 2015, as compared to 2014, throughout our natural gas service territories.  Weather-normalized Eversource consolidated firm natural gas sales volumes increased 2.5 percent in 2015, as compared to 2014, due primarily to improved economic conditions as well as residential and commercial customer growth, through conversions to natural gas service.  




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Rates


NSTAR Gas and Yankee Gas are subject to regulation by the DPU and the PURA, respectively, which, among other things, have jurisdiction over rates, certain dispositions of property and plant, mergers and consolidations, issuances of long-term securities, standards of service and construction and operation of facilities.  Both of Eversource Energy's natural gas companies are entitled under their respective state law to charge rates that are sufficient to allow them an opportunity to recover their reasonable operating and capital costs, in order to attract needed capital and maintain their financial integrity, while also protecting relevant public interests.


Retail natural gas delivery and supply rates are established by the DPU and the PURA and are comprised of:


·

A distribution charge consisting of a fixed customer charge and a demand and/or energy charge that collects the costs of building and expanding the natural gas infrastructure to deliver natural gas supply to its customers.  This also includes collection of ongoing operating costs;


·

A seasonal cost of gas adjustment clause (CGAC) at NSTAR Gas that collects natural gas supply costs, pipeline and storage capacity costs, costs related to charge-offs of uncollected energy costs and working capital related costs.  The CGAC is reset semi-annually.  In addition, NSTAR Gas files interim changes to its CGAC factor when the actual costs of natural gas supply vary from projections by more than five percent; and


·

A local distribution adjustment clause (LDAC) at NSTAR Gas that collects all energy efficiency and related program costs, environmental costs, pension and PBOP related costs, attorney general consultant costs, and costs associated with low income customers.  The LDAC is reset annually and provides for the recovery of certain costs applicable to both sales and transportation customers.


·

Purchased Gas Adjustment (PGA) clause, which allows Yankee Gas to recover the costs of the procurement of natural gas for its firm and seasonal customers.  Differences between actual natural gas costs and collection amounts on August 31st of each year are deferred and then recovered from or refunded to customers during the following year.  Carrying charges on outstanding balances are calculated using Yankee Gas' weighted average cost of capital in accordance with the directives of the PURA; and


·

Conservation Adjustment Mechanism (CAM) at Yankee Gas, which allows 100 percent recovery of conservation costs through this mechanism including program incentives to promote energy efficiency, as well as recovery of any lost revenues associated with implementation of energy conservation measures.  A reconciliation of CAM revenues to expenses is performed annually with any difference being recovered from or refunded to customers, with carrying charges, during the following year.


NSTAR Gas purchases financial contracts based on NYMEX natural gas futures in order to reduce cash flow variability associated with the purchase price for approximately one-third of its natural gas purchases.  These purchases are made under a program approved by the DPU in 2006.  This practice attempts to minimize the impact of fluctuations in natural gas prices to NSTAR Gas' firm natural gas customers.  These financial contracts do not procure natural gas supply.  All costs incurred or benefits realized when these contracts are settled are included in the CGAC.


NSTAR Gas is subject to service quality (SQ) metrics that measure safety, reliability and customer service and could be required to pay to customers a SQ charge of up to 2.5 percent of annual distribution revenues for failing to meet such metrics.  NSTAR Gas will not be required to pay a SQ charge for its 2015 performance as it achieved results at or above target for all of its SQ metrics in 2015.


On October 30, 2015, the DPU issued its order in the NSTAR Gas distribution rate case, which approved an annualized base rate increase of $15.8 million, plus other increases of approximately $11.5 million, mostly relating to recovery of pension and PBOP expenses and the Hopkinton Gas Service Agreement, effective January 1, 2016.  In the order, the DPU also approved an authorized regulatory ROE of 9.8 percent, the establishment of a revenue decoupling mechanism, the recovery of certain bad debt expenses, and a 52.1 percent equity component of its capital structure.  On November 19, 2015, NSTAR Gas filed a motion for reconsideration of the order with the DPU seeking the correction of mathematical errors and other plant and cost of service items.


Yankee Gas’ last rate proceeding was in 2011, which approved an allowed ROE of 8.83 percent and allowed for a substantial increase in annual spending for bare steel and cast iron pipeline replacement.  In 2015, Yankee Gas entered into a settlement agreement with the PURA staff pursuant to which Yankee Gas provided a $1.5 million rate credit to firm customers beginning in December 2015, and established an earnings sharing mechanism whereby Yankee Gas and its customers will share equally in any earnings exceeding a 9.5 percent ROE in a twelve month period commencing with the period from April 1, 2015 through March 31, 2016.


Massachusetts Natural Gas Replacement and Expansion


On July 7, 2014, Massachusetts enacted "An Act Relative to Natural Gas Leaks" (the Act).  The Act establishes a uniform natural gas leak classification standard for all Massachusetts natural gas utilities and a program that accelerates the replacement of aging natural gas infrastructure.  The program will enable companies, including NSTAR Gas, to better manage the scheduling and costs of replacement.  The Act also calls for the DPU to authorize natural gas utilities to design and offer programs to customers that will increase the availability, affordability and feasibility of natural gas service for new customers.  


In October 2014, pursuant to the Act, NSTAR Gas filed the Gas System Enhancement Program (GSEP) with the DPU.  NSTAR Gas' program accelerates the replacement of certain natural gas distribution facilities in the system to within 25 years.  The GSEP includes a new tariff effective January 1, 2016 that provides NSTAR Gas an opportunity to collect the costs for the program on an annual basis through a newly designed



11



reconciling factor.  On April 30, 2015, the DPU approved the GSEP.  We expect capital expenditures of approximately $255 million for the period 2016 through 2019 for the GSEP.   


Connecticut Natural Gas Expansion Plan


In 2013, in accordance with Connecticut law and regulations, the PURA approved a comprehensive joint natural gas infrastructure expansion plan (expansion plan) filed by Yankee Gas and other Connecticut natural gas distribution companies.  The expansion plan described how Yankee Gas expects to add approximately 82,000 new natural gas heating customers over a 10-year period.  Yankee Gas estimates that its portion of the plan will cost approximately $700 million over 10 years.  In January 2015, the PURA approved a joint settlement agreement proposed by Yankee Gas and other Connecticut natural gas distribution companies and regulatory agencies that clarified the procedures and oversight criteria applicable to the expansion plan.  On March 20, 2015, Yankee Gas filed its initial System Expansion (SE) Rate reconciliation for 2014.  The proposed SE rate was approved by the PURA for implementation as of April 1, 2015, pending final PURA approval following a contested hearing.     


Sources and Availability of Natural Gas Supply


NSTAR Gas maintains a flexible resource portfolio consisting of natural gas supply contracts, transportation contracts on interstate pipelines, market area storage and peaking services.  NSTAR Gas purchases transportation, storage, and balancing services from Tennessee Gas Pipeline Company and Algonquin Gas Transmission Company, as well as other upstream pipelines that transport gas from major producing regions in the U.S., including the Gulf Coast, Mid-continent region, and Appalachian Shale supplies to the final delivery points in the NSTAR Gas service area.  NSTAR Gas purchases all of its natural gas supply under a firm portfolio management contract with a term of one year, which has a maximum quantity of approximately 154,700 MMBtu/day of firm flowing natural gas supplies and 76,700 MMBtu/day of firm natural gas storage supplies.


In addition to the firm transportation and natural gas supplies mentioned above, NSTAR Gas utilizes contracts for underground storage and LNG facilities to meet its winter peaking demands.  The LNG facilities, described below, are located within NSTAR Gas' distribution system and are used to liquefy and store pipeline natural gas during the warmer months for vaporization and use during the heating season.  During the summer injection season, excess pipeline capacity and supplies are used to deliver and store natural gas in market area underground storage facilities located in the New York and Pennsylvania regions.  Stored natural gas is withdrawn during the winter season to supplement flowing pipeline supplies in order to meet firm heating demand.  NSTAR Gas has firm underground storage contracts and total storage capacity entitlements of approximately 6.6 Bcf.


A portion of the storage of natural gas supply for NSTAR Gas during the winter heating season is provided by Hopkinton LNG Corp., which owns an LNG liquefaction and vaporization plant and three above-ground cryogenic storage tanks having an aggregate capacity of 3.0 Bcf of liquefied natural gas.  NSTAR Gas also has access to Hopkinton LNG Corp. facilities that include additional storage capacity of 0.5 Bcf and additional vaporization capacity.


The PURA requires that Yankee Gas meet the needs of its firm customers under all weather conditions.  Specifically, Yankee Gas must structure its supply portfolio to meet firm customer needs under a design day scenario (defined as the coldest day in 30 years) and under a design year scenario (defined as the average of the four coldest years in the last 30 years).  Yankee Gas' on-system stored LNG and underground storage supplies help to meet consumption needs during the coldest days of winter.  Yankee Gas obtains its interstate capacity from the three interstate pipelines that directly serve Connecticut: the Algonquin, Tennessee and Iroquois Pipelines.  Yankee Gas has long-term firm contracts for capacity on TransCanada Pipelines Limited Pipeline, Vector Pipeline, L.P., Tennessee Gas Pipeline, Iroquois Gas Transmission Pipeline, Algonquin Pipeline, Union Gas Limited, Dominion Transmission, Inc., National Fuel Gas Supply Corporation, Transcontinental Gas Pipeline Company, and Texas Eastern Transmission, L.P. pipelines.  


Based on information currently available regarding projected growth in demand and estimates of availability of future supplies of pipeline natural gas, NSTAR Gas and Yankee Gas each believes that participation in planned and anticipated pipeline and storage expansion projects will be required in order for it to meet current and future sales growth opportunities.


NATURAL GAS PIPELINE EXPANSION


Access Northeast is a natural gas pipeline and storage project (the "Project") being developed jointly by Eversource, Spectra Energy Corp and National Grid.  Access Northeast will enhance the Algonquin and Maritimes & Northeast pipeline systems using existing routes and will include two new LNG storage tanks and liquefaction and vaporization facilities in Acushnet, Massachusetts that will be connected to the Algonquin gas pipeline.  The Project is expected to be capable of delivering approximately 900 million cubic feet of additional natural gas per day to New England on peak demand days.  Eversource and Spectra Energy Corp each own a 40 percent interest in the Project, with the remaining 20 percent interest owned by National Grid.  The total projected cost for both the pipeline and the LNG storage is expected to be approximately $3 billion with anticipated in-service dates commencing in November 2018.  The Project is subject to FERC and other federal and state regulatory approvals.  On November 17, 2015, the FERC accepted the Project’s request to initiate the pre-filing review process.  Upon completion of the pre-filing review, a certificate application will be filed with the FERC.  In late 2015, the Project bid into the New England Natural Gas Pipeline Capacity RFP conducted by certain EDCs in Massachusetts and Rhode Island, including NSTAR Electric and WMECO in Massachusetts, and in December 2015 and January 2016, those Massachusetts EDCs filed with the DPU seeking approval of the contracts for pipeline and storage capacity with the Project.  We expect the Rhode Island EDC to file its selected contracts with the Rhode Island regulatory agencies in the first half of 2016.  In February 2016, PSNH filed for approval with the NHPUC, of its proposed contract for natural gas pipeline capacity and storage with the Project.  


PROJECTED CAPITAL EXPENDITURES


We project to make capital expenditures of approximately $9.2 billion from 2016 through 2019.  Of the $9.2 billion, we expect to invest approximately $4.9 billion in our electric and natural gas distribution segments and $3.9 billion in our electric transmission segment.  In addition, we



12



project to invest approximately $0.4 billion in information technology and facilities upgrades and enhancements.  These projections do not include capital expenditures related to Access Northeast or Clean Energy Connect.


FINANCING


Our credit facilities and indentures require that Eversource Energy parent and certain of its subsidiaries, including CL&P, NSTAR Electric, NSTAR Gas, PSNH, WMECO and Yankee Gas, comply with certain financial and non-financial covenants as are customarily included in such agreements, including maintaining a ratio of consolidated debt to total capitalization of no more than 65 percent.  All of these companies currently are, and expect to remain, in compliance with these covenants.  


As of December 31, 2015, a total of $200 million of Eversource’s long-term debt, all at NSTAR Electric, will be paid in the next 12 months.  


NUCLEAR FUEL STORAGE


CL&P, NSTAR Electric, PSNH, WMECO and several other New England electric utilities are stockholders in three inactive regional nuclear generation companies, CYAPC, MYAPC and YAEC (collectively, the Yankee Companies).  The Yankee Companies have completed the physical decommissioning of their respective generation facilities and are now engaged in the long-term storage of their spent nuclear fuel.  The Yankee Companies have completed collection of their decommissioning and closure costs through the proceeds from the spent nuclear fuel litigation against the DOE and has refunded amounts to its member companies.  These proceeds were used by the Yankee Companies to offset the decommissioning and closure cost amounts due from their member companies or to decrease the wholesale FERC-approved rates charged under power purchase agreements with CL&P, NSTAR Electric, PSNH and WMECO and several other New England utilities.  The decommissioning rates charged by the Yankee Companies have been reduced to zero.  CL&P, NSTAR Electric, PSNH and WMECO can recover these costs from, or refund proceeds to, their customers through state regulatory commission-approved retail rates.  


We consolidate the assets and obligations of CYAPC and YAEC on our consolidated balance sheet because we own more than 50 percent of these companies.  


For information on the DOE proceeds received related to the spent nuclear fuel litigation, see Note 11C, "Commitments and Contingencies – Contractual Obligations – Yankee Companies," in the accompanying Item 8,Financial Statements and Supplementary Data.


OTHER REGULATORY AND ENVIRONMENTAL MATTERS


General


We are regulated in virtually all aspects of our business by various federal and state agencies, including FERC, the SEC, and various state and/or local regulatory authorities with jurisdiction over the industry and the service areas in which each of our companies operates, including the PURA, which has jurisdiction over CL&P and Yankee Gas, the NHPUC, which has jurisdiction over PSNH, and the DPU, which has jurisdiction over NSTAR Electric, NSTAR Gas and WMECO.


Environmental Regulation


We are subject to various federal, state and local requirements with respect to water quality, air quality, toxic substances, hazardous waste and other environmental matters.  Additionally, major generation and transmission facilities may not be constructed or significantly modified without a review of the environmental impact of the proposed construction or modification by the applicable federal or state agencies.  


Water Quality Requirements


The Clean Water Act requires every "point source" discharger of pollutants into navigable waters to obtain a National Pollutant Discharge Elimination System (NPDES) permit from the EPA or state environmental agency specifying the allowable quantity and characteristics of its effluent.  States may also require additional permits for discharges into state waters.  We are in the process of maintaining or renewing all required NPDES or state discharge permits in effect for PSNH's generation facilities.  


In 1997, PSNH filed in a timely manner for a renewal of the NPDES permit for the Merrimack Station.  As a result, the existing permit was administratively continued.  In 2011, the EPA issued a draft renewal NPDES permit for PSNH's Merrimack Station for public review and comment.  The proposed permit contains many significant conditions to future operation.  The proposed permit would require PSNH to install a closed-cycle cooling system (including cooling towers) at the station.  The EPA estimated that the net present value cost to install this system and operate it over a 20-year period would be approximately $112 million.  PSNH and other electric utility groups filed thousands of pages of comments contesting EPA's draft permit requirements.  PSNH stated that the data and studies supplied to the EPA demonstrate the fact that a closed-cycle cooling system is not warranted.  On April 18, 2015 EPA issued a revised section of the draft NPDES permit for Merrimack Station.  The revised portion of the draft permit deals solely with the treatment of wastewater from the flue gas desulfurization system.  On August 18, 2015 PSNH again submitted comments.  The EPA does not have a set deadline to consider comments and to issue a final permit.  Merrimack Station is permitted to continue to operate under its present permit pending issuance of the final permit and subsequent resolution of matters appealed by PSNH and other parties.  Due to the site specific characteristics of PSNH's other coal- and oil-fired electric generating stations, we believe it is unlikely that they would face similar permitting determinations.




13



Air Quality Requirements


The Clean Air Act Amendments (CAAA), as well as New Hampshire law, impose stringent requirements on emissions of SO2 and NOX for the purpose of controlling acid rain and ground level ozone.  In addition, the CAAA address the control of toxic air pollutants.  Requirements for the installation of continuous emissions monitors and expanded permitting provisions also are included.


In 2011, the EPA finalized the Mercury and Air Toxic Standards (MATS) that require the reduction of emissions of hazardous air pollutants from new and existing coal- and oil-fired electric generating stations.  Previously referred to as the Utility MACT (maximum achievable control technology) rules, it establishes emission limits for mercury, arsenic and other hazardous air pollutants from coal- and oil-fired electric generating stations.  MATS is the first implementation of a nationwide emissions standard for hazardous air pollutants across all electric generating units and provides utility companies with up to five years to meet the requirements.  PSNH owns and operates approximately 1,000 MW of coal- and oil-fired electric generating stations subject to MATS, including the two units at Merrimack Station, Newington Station and the two coal units at Schiller Station.  We believe the Clean Air Project at our Merrimack Station, together with existing equipment, will enable the facility to meet the MATS requirements.  At Schiller Station additional controls are being installed at the two coal-fired units, the cost of which is estimated to be approximately $2.5 million.


Each of the states in which we do business also has Renewable Portfolio Standards (RPS) requirements, which generally require fixed percentages of our energy supply to come from renewable energy sources such as solar, hydropower, landfill gas, fuel cells and other similar sources.  


New Hampshire's RPS provision requires increasing percentages of the electricity sold to retail customers to have direct ties to renewable sources.  In 2015, the total RPS obligation was 8.3 percent and it will ultimately reach 24.8 percent in 2025.  Energy suppliers, like PSNH, must possess sufficient quantities of RECs to satisfy the RPS requirements.  PSNH owns renewable sources and uses a portion of internally generated RECs to meet its RPS obligations and sells other internally generated RECs when it is economically beneficial to do so.  To the extent that a supplier, like PSNH, does not possess sufficient RECs to satisfy its RPS requirements, it makes up any shortfall by making an alternative compliance payment at a rate per REC established by law.  The costs of both the RECs and alternative compliance payments are recovered by PSNH through its default energy service rates charged to customers.


Similarly, Connecticut's RPS statute requires increasing percentages of the electricity sold to retail customers to have direct ties to renewable sources.  In 2015, the total RPS obligation was 19.5 percentand will ultimately reach 27 percent in 2020.  CL&P is permitted to recover any costs incurred in complying with RPS from its customers through its GSCrate.


Massachusetts' RPS program also requires electricity suppliers to meet renewable energy standards.  For 2015, the requirement was 19.25 percent, and will ultimately reach 22.1 percent in 2020.  NSTAR Electric and WMECO are permitted to recover any costs incurred in complying with RPS from its customers through rates.  WMECO also owns renewable solar generation resources.  The RECs generated from WMECO's solar units are sold to other energy suppliers, and the proceeds from these sales are credited back to customers.


Hazardous Materials Regulations


We have recorded a liability for what we believe, based upon currently available information, is our reasonably estimable environmental investigation, remediation, and/or Natural Resource Damages costs for waste disposal sites for which we have probable liability.  Under federal and state law, government agencies and private parties can attempt to impose liability on us for recovery of investigation and remediation costs at hazardous waste sites.  As of December 31, 2015, the liability recorded for our reasonably estimable and probable environmental remediation costs for known sites needing investigation and/or remediation, exclusive of recoveries from insurance or from third parties, was approximately $51.1 million, representing 64 sites.  These costs could be significantly higher if additional remediation becomes necessary or when additional information as to the extent of contamination becomes available.


The most significant liabilities currently relate to future clean-up costs at former MGP facilities.  These facilities were owned and operated by our predecessor companies from the mid-1800's to mid-1900's.  By-products from the manufacture of gas using coal resulted in fuel oils, hydrocarbons, coal tar, purifier wastes, metals and other waste products that may pose risks to human health and the environment.  We currently have partial or full ownership responsibilities at former MGP sites that have a reserve balance of $45.5 million of the total $51.1 million as of December 31, 2015.  Many of these MGP costs are recoverable from customers through our rates.


Electric and Magnetic Fields  


For more than twenty years, published reports have discussed the possibility of adverse health effects from electric and magnetic fields (EMF) associated with electric transmission and distribution facilities and appliances and wiring in buildings and homes.  Although weak health risk associations reported in some epidemiology studies remain unexplained, most researchers, as well as numerous scientific review panels, considering all significant EMF epidemiology and laboratory studies, have concluded that the available body of scientific information does not support the conclusion that EMF affects human health.


In accordance with recommendations of various regulatory bodies and public health organizations, we reduce EMF associated with new transmission lines by the use of designs that can be implemented without additional cost or at a modest cost.  We do not believe that other capital expenditures are appropriate to minimize unsubstantiated risks.




14



Global Climate Change and Greenhouse Gas Emission Issues


Global climate change and greenhouse gas emission issues have received an increased focus from state governments and the federal government.  The EPA initiated a rulemaking addressing greenhouse gas emissions and, on December 7, 2009, issued a finding that concluded that greenhouse gas emissions are "air pollution" that endangers public health and welfare and should be regulated.  The largest source of greenhouse gas emissions in the U.S. is the electricity generating sector.  The EPA has mandated greenhouse gas emission reporting beginning in 2011 for emissions for certain aspects of our business including stationary combustion, volume of gas supplied to large customers and fugitive emissions of SF6 gas and methane.


We are continually evaluating the regulatory risks and regulatory uncertainty presented by climate change concerns.  Such concerns could potentially lead to additional rules and regulations that impact how we operate our business, both in terms of the generating facilities we own and operate as well as general utility operations.  These could include federal "cap and trade" laws, carbon taxes, fuel and energy taxes, or regulations requiring additional capital expenditures at our generating facilities.  We expect that any costs of these rules and regulations would be recovered from customers.


Connecticut, New Hampshire and Massachusetts are each members of the Regional Greenhouse Gas Initiative (RGGI), a cooperative effort by nine northeastern and mid-Atlantic states, to develop a regional program for stabilizing and reducing CO2 emissions from coal- and oil-fired electric generating plants.  Because CO2 allowances issued by any participating state are usable across all nine RGGI state programs, the individual state CO2 trading programs, in the aggregate, form one regional compliance market for CO2 emissions.  The third three-year control period took effect on January 1, 2015 and extends through December 31, 2017.  In this control period, each regulated power plant must hold CO2 allowances equal to 50 percent of its emissions during each of the first two years of the three-year period, and hold CO2 allowances equal to 100 percent of its remaining emissions for the three-year control period at the end of the period.


PSNH anticipates that its generating units will emit between one million and three million tons of CO2 per year, depending on the capacity factor and the utilization of the respective generation plant, excluding emissions from the operation of PSNH's Northern Wood Power Project, which emissions are an offset.  PSNH satisfied its RGGI requirements by purchasing CO2 allowances at auction.  The cost of complying with RGGI requirements is recoverable from PSNH customers.  Current legislation provides that the portion of the RGGI auction proceeds in excess of $1 per allowance will be refunded to customers.


Because none of Eversource Energy's other subsidiaries, CL&P, NSTAR Electric or WMECO, currently owns any generating assets (other than WMECO's solar photovoltaic facilities that do not emit CO2), none of them is required to acquire CO2 allowances.  However, the CO2 allowance costs borne by the generating facilities that are utilized by wholesale energy suppliers to satisfy energy supply requirements to CL&P, NSTAR Electric and WMECO are likely to be included in the overall wholesale rates charged, which costs are then recoverable from customers.


FERC Hydroelectric Project Licensing


Federal Power Act licenses may be issued for hydroelectric projects for terms of 30 to 50 years as determined by the FERC.  Upon the expiration of an existing license, (i) the FERC may issue a new license to the existing licensee, (ii) the United States may take over the project, or (iii) the FERC may issue a new license to a new licensee, upon payment to the existing licensee of the lesser of the fair value or the net investment in the project, plus severance damages, less certain amounts earned by the licensee in excess of a reasonable rate of return.


PSNH currently owns nine hydroelectric generating stations with a current claimed capability representing winter rates of approximately 71 MW, eight of which are licensed by the FERC under long-term licenses that expire on varying dates from 2017 through 2047.  PSNH and its hydroelectric projects are subject to conditions set forth in such licenses, the Federal Power Act and related FERC regulations, including provisions related to the condemnation of a project upon payment of just compensation, amortization of project investment from excess project earnings, possible takeover of a project after expiration of its license upon payment of net investment and severance damages and other matters.  PSNH is currently completing the relicensing application for its 6.5 MW Eastman Falls Hydro Station, the license for which expires in 2017.


EMPLOYEES


As of December 31, 2015, Eversource Energy employed a total of 7,943 employees, excluding temporary employees, of which 1,037 were employed by CL&P, 1,240 were employed by NSTAR Electric, 694 were employed by PSNH, and 291 were employed by WMECO.  Approximately 50 percent of our employees are members of the International Brotherhood of Electrical Workers, the Utility Workers Union of America or The United Steelworkers, and are covered by 14 collective bargaining agreements.


INTERNET INFORMATION


Our website address is www.eversource.com.  We make available through our website a link to the SEC's EDGAR website (http://www.sec.gov/edgar/searchedgar/companysearch.html), at which site Eversource Energy's, CL&P's, NSTAR Electric's, PSNH's and WMECO's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports may be reviewed.  Information contained on the Company's website or that can be accessed through the website is not incorporated into and does not constitute a part of this Annual Report on Form 10-K.  Printed copies of these reports may be obtained free of charge by writing to our Investor Relations Department at Eversource Energy, 107 Selden Street, Berlin, CT 06037.  




15



Item 1A.

Risk Factors


In addition to the matters set forth under "Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995" included immediately prior to Item 1,Business, above, we are subject to a variety of significant risks.  Our susceptibility to certain risks, including those discussed in detail below, could exacerbate other risks.  These risk factors should be considered carefully in evaluating our risk profile.


Cyber breaches, acts of war or terrorism, or grid disturbances could negatively impact our business.


Cyber breaches, acts of war or terrorism, physical attacks or grid disturbances resulting from internal or external sources could target our transmission, distribution and generation facilities or our information technology systems.  Such actions could impair our ability to manage these facilities, operate our systems effectively, or properly manage our data, networks and programs, resulting in loss of service to customers.


We have instituted safeguards to protect our operational systems and information technology assets.  We devote substantial resources to network and application security, encryption and other measures to protect our computer systems and infrastructure from unauthorized access or misuse and interface with numerous external entities to improve our cybersecurity situational awareness.  FERC, through the North American Electric Reliability Corporation, requires certain safeguards to be implemented to deter cyber and/or physical attacks.  These safeguards may not always be effective due to the evolving nature of cyber and/or physical attacks.


Because our generation and transmission facilities are part of an interconnected regional grid, we face the risk of blackout due to a disruption on a neighboring interconnected system.


Any such cyber breaches, acts of war or terrorism, physical attacks or grid disturbances could result in a significant decrease in revenues, significant expense to repair system damage or security breaches, and liability claims, which could have a material adverse impact on our financial position, results of operations or cash flows.


Strategic development opportunities in both electric and natural gas transmission may not be successful and projects may not commence operation as scheduled or be completed, which could have a material adverse effect on our business prospects.


We are pursuing broader strategic development investment opportunities that will benefit the New England region related to the construction of electric and natural gas transmission facilities, interconnections to generating resources and other investment opportunities.  The development, construction and expansion of electric transmission and natural gas transmission facilities involve numerous risks.  Various factors could result in increased costs or result in delays or cancellation of these projects.  Risks include regulatory approval processes, new legislation, economic events or factors, environmental and community concerns, design and siting issues, difficulties in obtaining required rights of way, competition from incumbent utilities and other entities, and actions of strategic partners.  Should any of these factors result in such delays or cancellations, our financial position, results of operations, and cash flows could be adversely affected or our future growth opportunities may not be realized as anticipated.


As a result of legislative and regulatory changes during 2015, the states in which we provide service have implemented new procedures to select for construction new major electric transmission and gas pipeline facilities.  These procedures require the review of competing projects and permit the selection of only those projects that are expected to provide the greatest benefit to customers.  If the projects in which we have invested are not selected for construction, it would have a material adverse effect on our future financial position, results of operations and cash flows.


The actions of regulators and legislators can significantly affect our earnings, liquidity and business activities.


The rates that our electric and gas companies charge their customers are determined by their state regulatory commissions and by FERC.  These commissions also regulate the companies' accounting, operations, the issuance of certain securities and certain other matters.  FERC also regulates the transmission of electric energy, the sale of electric energy at wholesale, accounting, issuance of certain securities and certain other matters.


Under state and federal law, our electric and gas companies are entitled to charge rates that are sufficient to allow them an opportunity to recover their reasonable operating and capital costs, to attract needed capital and maintain their financial integrity, while also protecting relevant public interests.  Each of these companies prepares and submits periodic rate filings with their respective regulatory commissions for review and approval.


The FERC has jurisdiction over our transmission costs recovery and the allowed return on equity.  The ROE has been contested by outside parties as unjust and unreasonable.  Certain outside parties have filed three complaints against all electric companies under the jurisdiction of ISO-NE alleging that the ROE is unjust and unreasonable.  The first complaint, which was concluded in 2015, resulted in a decrease of the allowed ROE.  The second and third complaints are currently under review with the FERC.  The FERC has initiated a review of the regional and local transmission rates due to a lack of adequate transparency.  FERC also found that the formula rates generally lacked sufficient details to determine how costs are derived and recovered in rates.


A federal appeals court decision has upheld the FERC's authority to order major changes to transmission planning and cost allocation in FERC Order No. 1000 and Order No. 1000-A, including transmission planning for public policy needs, and the requirement that utilities remove from their transmission tariffs their rights of first refusal to build transmission.  Additionally, the FERC affirmed that it can eliminate our right of first refusal to build transmission in New England even though the FERC previously approved and granted special protections to these rights.  Implementation of FERC's goals in New England, including within our service territories, may expose us to competition for construction of transmission projects, additional regulatory considerations, and potential delay with respect to future transmission projects, which may adversely affect our results of operation.




16



There is no assurance that the commissions will approve the recovery of all costs incurred by our electric and gas companies, including costs for construction, operation and maintenance, as well as a reasonable return on their respective regulated assets.  The amount of costs incurred by the companies, coupled with increases in fuel and energy prices, could lead to consumer or regulatory resistance to the timely recovery of such costs, thereby adversely affecting our financial position, results of operations or cash flows.


If our settlement agreement regarding the divestiture of our generation assets in New Hampshire is not approved, it could have a material adverse effect on our earnings.


Under our settlement agreement for the divestiture of our generation assets in New Hampshire, we will be entitled to collect from customers an amount equal to the difference between the proceeds from the sale of these assets and the undepreciated book value of those assets.  Costs related to the divestiture would also be recoverable.  To minimize the financial impact on customers in New Hampshire, the legislature passed legislation that allows for the securitization of stranded costs to be recovered.  If the NHPUC does not approve the settlement, we may not be able to fully recover these costs in future rate proceedings, which could have a material adverse effect on our financial position, results of operations and cash flows.


Our transmission, distribution and generation systems may not operate as expected, and could require unplanned expenditures, which could adversely affect our financial position, results of operations and cash flows.


Our ability to properly operate our transmission, distribution and generation systems is critical to the financial performance of our business.  Our transmission, distribution and generation businesses face several operational risks, including the breakdown, failure of, or damage to operating equipment, information technology systems, or processes, especially due to age; labor disputes; disruptions in the delivery of electricity and natural gas, including impacts on us or our customers; increased capital expenditure requirements, including those due to environmental regulation; catastrophic events such as fires, explosions, or other similar occurrences; extreme weather conditions beyond equipment and plant design capacity; other unanticipated operations and maintenance expenses and liabilities; and potential claims for property damage or personal injuries beyond the scope of our insurance coverage.  Many of our transmission projects are expected to alleviate identified reliability issues and reduce customers' costs. However, if the in-service date for one or more of these projects is delayed due to economic events or factors, or regulatory or other delays, the risk of failures in the electricity transmission system may increase.  Any failure of our transmission, distribution and generation systems to operate as planned may result in increased capital costs, reduced earnings or unplanned increases in operation and maintenance costs.  Outages at generating stations may be deemed imprudent by the NHPUC resulting in disallowance of replacement power and repair costs.  Such costs that are not recoverable from our customers would have an adverse effect on our financial position, results of operations and cash flows.


Increases in electric and gas prices and/or a weak economy can lead to changes in legislative and regulatory policy promoting increased energy efficiency, conservation, and self-generation and/or a reduction in our customers' ability to pay their bills, which may adversely impact our business.


Energy consumption is significantly impacted by the general level of economic activity and cost of energy supply.  Economic downturns or periods of high energy supply costs typically can lead to the development of legislative and regulatory policy designed to promote reductions in energy consumption and increased energy efficiency and self-generation by customers.  This focus on conservation, energy efficiency and self-generation may result in a decline in electricity and natural gas sales in our service territories.  Economic downturns or periods of high energy supply costs can also impact customers’ ability to pay their energy bills, resulting in increased bad debt expense.  If energy use were to decline or bad debt expense were to increase, without corresponding adjustments in rates at our electric and gas companies that do not currently have revenue decoupling, then our revenues would be reduced, which would have an adverse effect on our financial position, results of operations and cash flows.


Severe storms could cause significant damage to any of our facilities requiring extensive expenditures, the recovery for which is subject to approval by regulators.


Severe weather, such as ice and snow storms, hurricanes and other natural disasters, may cause outages and property damage, which may require us to incur additional costs that may not be recoverable from customers.  The cost of repairing damage to our operating subsidiaries' facilities and the potential disruption of their operations due to storms, natural disasters or other catastrophic events could be substantial, particularly as regulators and customers demand better and quicker response times to outages.  If, upon review, any of our state regulatory authorities finds that our actions were imprudent, some of those restoration costs may not be recoverable from customers.  The inability to recover a significant amount of such costs could have an adverse effect on our financial position, results of operations and cash flows.


Our goodwill is valued and recorded at an amount that, if impaired and written down, could adversely affect our future operating results and total capitalization.


We have a significant amount of goodwill on our consolidated balance sheet.  As of December 31, 2015, goodwill totaled $3.5 billion.  The carrying value of goodwill represents the fair value of an acquired business in excess of identifiable assets and liabilities as of the acquisition date.  We test our goodwill balances for impairment on an annual basis or whenever events occur or circumstances change that would indicate a potential for impairment.  A determination that goodwill is deemed to be impaired would result in a non-cash charge that could materially adversely affect our financial position, results of operations and total capitalization.  The annual goodwill impairment test in 2015 resulted in a conclusion that our goodwill is not impaired.


Eversource Energy and its utility subsidiaries are exposed to significant reputational risks, which make them vulnerable to increased regulatory oversight or other sanctions.




17



Because utility companies, including our electric and natural gas utility subsidiaries, have large customer bases, they are subject to adverse publicity focused on the reliability of their distribution services and the speed with which they are able to respond to electric outages, natural gas leaks and similar interruptions caused by storm damage or other unanticipated events.  Adverse publicity of this nature could harm the reputations of Eversource Energy and its subsidiaries; may make state legislatures, utility commissions and other regulatory authorities less likely to view Eversource Energy and its subsidiaries in a favorable light; and may cause Eversource Energy and its subsidiaries to be subject to less favorable legislative and regulatory outcomes or increased regulatory oversight.  Unfavorable regulatory outcomes can include more stringent laws and regulations governing our operations, such as reliability and customer service quality standards or vegetation management requirements, as well as fines, penalties or other sanctions or requirements.  The imposition of any of the foregoing could have a material adverse effect on the business, results of operations, cash flow and financial condition of Eversource Energy and each of its utility subsidiaries.


Limits on our access to and increases in the cost of capital may adversely impact our ability to execute our business plan.


We use short-term debt and the long-term capital markets as a significant source of liquidity and funding for capital requirements not obtained from our operating cash flow.  If access to these sources of liquidity becomes constrained, our ability to implement our business strategy could be adversely affected.  In addition, higher interest rates would increase our cost of borrowing, which could adversely impact our results of operations.  A downgrade of our credit ratings or events beyond our control, such as a disruption in global capital and credit markets, could increase our cost of borrowing and cost of capital or restrict our ability to access the capital markets and negatively affect our ability to maintain and to expand our businesses.


Our counterparties may not meet their obligations to us or may elect to exercise their termination rights, which could adversely affect our earnings.


We are exposed to the risk that counterparties to various arrangements who owe us money, have contracted to supply us with energy, coal, or other commodities or services, or who work with us as strategic partners, including on significant capital projects, will not be able to perform their obligations, will terminate such arrangements or, with respect to our credit facilities, fail to honor their commitments.  Should any of these counterparties fail to perform their obligations or terminate such arrangements, we might be forced to replace the underlying commitment at higher market prices and/or have to delay the completion of, or cancel a capital project.  Should any lenders under our credit facilities fail to perform, the level of borrowing capacity under those arrangements could decrease.  In any such events, our financial position, results of operations, or cash flows could be adversely affected.


The unauthorized access to and the misappropriation of confidential and proprietary customer, employee, financial or system operating information could adversely affect our business operations and adversely impact our reputation.


In the regular course of business we maintain sensitive customer, employee, financial and system operating information and are required by various federal and state laws to safeguard this information.  Cyber intrusions, security breaches, theft or loss of this information by cyber crime or otherwise could lead to the release of critical operating information or confidential customer or employee information, which could adversely affect our business operations or adversely impact our reputation, and could result in significant costs, fines and litigation.  We maintain limited privacy protection liability insurance to cover limited damages and defense costs arising from unauthorized disclosure of, or failure to protect, private information as well as costs for notification to, or for credit card monitoring of, customers, employees and other persons in the event of a breach of private information.  This insurance covers amounts paid to avert, prevent or stop a network attack or the disclosure of personal information, and costs of a qualified forensics firm to determine the cause, source and extent of a network attack or to investigate, examine and analyze our network to find the cause, source and extent of a data breach.  While we have implemented measures designed to prevent cyber-attacks and mitigate their effects should they occur.  These measures may not be effective due to the continually evolving nature of efforts to access confidential information.


The loss of key personnel or the inability to hire and retain qualified employees could have an adverse effect on our business, financial position and results of operations.


Our operations depend on the continued efforts of our employees.  Retaining key employees and maintaining the ability to attract new employees are important to both our operational and financial performance.  We cannot guarantee that any member of our management or any key employee at the Eversource parent or subsidiary level will continue to serve in any capacity for any particular period of time.  In addition, a significant portion of our workforce, including many workers with specialized skills maintaining and servicing the electrical infrastructure, will be eligible to retire over the next five to ten years.  Such highly skilled individuals cannot be quickly replaced due to the technically complex work they perform.  We have developed strategic workforce plans to identify key functions and proactively implement plans to assure a ready and qualified workforce, but cannot predict the impact of these plans on our ability to hire and retain key employees.


Market performance or changes in assumptions require us to make significant contributions to our pension and other postretirement benefit plans.


We provide a defined benefit pension plan and other postretirement benefits for a substantial number of employees, former employees and retirees.  Our future pension obligations, costs and liabilities are highly dependent on a variety of factors beyond our control.  These factors include estimated investment returns, interest rates, discount rates, health care cost trends, benefit changes, salary increases and the demographics of plan participants.  If our assumptions prove to be inaccurate, our future costs could increase significantly.In addition, various factors, including underperformance of plan investments and changes in law or regulation, could increase the amount of contributions required to fund our pension plan in the future.  Additional large funding requirements, when combined with the financing requirements of our construction program, could impact the timing and amount of future financings and negatively affect our financial position, results of operations or cash flows. For further information, see Note 9A, "Employee Benefits - Pensions and Postretirement Benefits Other Than Pensions," to the financial statements.




18



Costs of compliance with environmental regulations, including climate change legislation, may increase and have an adverse effect on our business and results of operations.


Our subsidiaries' operations are subject to extensive federal, state and local environmental statutes, rules and regulations that govern, among other things, air emissions, water discharges and the management of hazardous and solid waste.  Compliance with these requirements requires us to incur significant costs relating to environmental monitoring, maintenance and upgrading of facilities, remediation and permitting.  The costs of compliance with existing legal requirements or legal requirements not yet adopted may increase in the future.  An increase in such costs, unless promptly recovered, could have an adverse impact on our business and our financial position, results of operations or cash flows.


In addition, global climate change issues have received an increased focus from federal and state government agencies .  Although we would expect that any costs of these rules and regulations would be recovered from customers, their impact on energy use by customers and the ultimate impact on our business would be dependent upon the specific rules and regulations adopted and cannot be determined at this time.  The impact of these additional costs to customers could lead to a further reduction in energy consumption resulting in a decline in electricity and gas sales in our service territories, which would have an adverse impact on our business and financial position, results of operations or cash flows.  Any failure by us to comply with environmental laws and regulations, even if due to factors beyond our control, or reinterpretations of existing requirements, could also increase costs.  Existing environmental laws and regulations may be revised or new laws and regulations seeking to protect the environment may be adopted or become applicable to us.  Revised or additional laws could result in significant additional expense and operating restrictions on our facilities or increased compliance costs, which may not be fully recoverable in distribution company rates.  The cost impact of any such laws, rules or regulations would be dependent upon the specific requirements adopted and cannot be determined at this time.  For further information, see Item 1, Business -Other Regulatory and Environmental Matters, included in this Annual Report on Form 10-K.


As a holding company with no revenue-generating operations, Eversource parent's liquidity is dependent on dividends from its subsidiaries, its commercial paper program, and its ability to access the long-term debt and equity capital markets.


Eversource parent is a holding company and as such, has no revenue-generating operations of its own.  Its ability to meet its debt service obligations and to pay dividends on its common shares is largely dependent on the ability of its subsidiaries to pay dividends to or repay borrowings from Eversource parent, and/or Eversource parent's ability to access its commercial paper program or the long-term debt and equity capital markets.  Prior to funding Eversource parent, the subsidiary companies have financial obligations that must be satisfied, including among others, their operating expenses, debt service, preferred dividends of certain subsidiaries, and obligations to trade creditors.  Additionally, the subsidiary companies could retain their free cash flow to fund their capital expenditures in lieu of receiving equity contributions from Eversource parent.  Should the subsidiary companies not be able to pay dividends or repay funds due to Eversource parent, or if Eversource parent cannot access its commercial paper programs or the long-term debt and equity capital markets, Eversource parent's ability to pay interest, dividends and its own debt obligations would be restricted.


Item 1B.

Unresolved Staff Comments


We do not have any unresolved SEC staff comments.



Item 2.

Properties


Transmission and Distribution System

 

 

 

 

 

 

 

 

 

 

As of December 31, 2015, Eversource and our electric operating subsidiaries owned the following:

 

 

 

 

 

 

 

 

Electric

 

Electric

 

Eversource

Distribution

 

Transmission

 

Number of substations owned

 512 

 

 66 

 

Transformer capacity (in kVa)

 41,484,000 

 

 13,780,000 

 

Overhead lines (in circuit miles)

 40,258 

 

 3,932 

 

Capacity range of overhead transmission lines (in kV)

N/A

 

69 to 345

 

Underground lines (distribution in circuit miles and

    transmission in cable miles)

 16,778 

 

 407 

 

Capacity range of underground transmission lines (in kV)

N/A

 

69 to 345

 


 

 

 

CL&P

 

NSTAR Electric

 

PSNH

 

WMECO

 

 

 

Distribution

 

Transmission

 

Distribution

 

Transmission

 

Distribution

 

Transmission

 

Distribution

 

Transmission

Number of substations owned

 

 182 

 

 19 

 

 133 

 

 24 

 

 154 

 

 16 

 

 43 

 

 7 

Transformer capacity (in kVa)

 

 19,605,000 

 

 3,117,000 

 

 11,431,000 

 

 6,728,000 

 

 5,257,000 

 

 3,868,000 

 

 5,191,000 

 

 67,000 

Overhead lines (in circuit miles)

 

 16,951 

 

 1,662 

 

 7,983 

 

 750 

 

 11,913 

 

 1,039 

 

 3,411 

 

 481 

Capacity range of overhead

    transmission lines (in kV)

 

N/A

 

69 to 345

 

N/A

 

115 to 345

 

N/A

 

115 to 345

 

N/A

 

69 to 345

Underground lines (distribution

    in circuit miles and

    transmission in cable miles)

 

 6,528 

 

 136 

 

 7,354 

 

 260 

 

 1,821 

 

 1 

 

 1,075 

 

 10 

Capacity range of underground

    transmission lines (in kV)

 

N/A

 

69 to 345

 

N/A

 

115 to 345

 

N/A

 

 115 

 

N/A

 

 115 




19






 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

Eversource

 

CL&P

 

 Electric

 

PSNH

 

WMECO

Underground and overhead line transformers in service

 

 618,387 

 

 

 288,352 

 

 

 126,353 

 

 

 160,848 

 

 

 42,834 

 

Aggregate capacity (in kVa)

 

 35,097,967 

 

 

 15,300,765 

 

 

 11,429,921 

 

 

 6,202,270 

 

 

 2,165,011 

 


Electric Generating Plants


As of December 31, 2015, PSNH owned the following electric generating plants:  


Type of Plant

 

Number
of Units

 

Year
Installed

 

Claimed Capability*
(kilowatts)

Steam Plants

 

5

 

1952-74

 

935,343 

Hydro

 

20

 

1901-83

 

58,115 

Internal Combustion

 

5

 

1968-70

 

101,869 

Biomass

 

1

 

2006

 

42,594 

Total PSNH Generating Plant

 

31

 

 

 

1,137,921 


*

Claimed capability represents winter ratings as of December 31, 2015.  The combined nameplate capacity of the generating plants is approximately 1,200 MW.


As of December 31, 2015, WMECO owned the following electric generating plants:  


Type of Plant

 

 

Number
of Sites

 

Year
Installed

 

Claimed Capability**
(kilowatts)

Solar Fixed Tilt, Photovoltaic

 

3

 

2010-14

 

8,000


** Claimed capability represents the direct current nameplate capacity of the plant.


CL&P and NSTAR Electric do not own any electric generating plants.


Natural Gas Distribution System


As of December 31, 2015, Yankee Gas owned 28 active gate stations, 203 district regulator stations, and approximately 3,317 miles of natural gas main pipeline.  Yankee Gas also owns a liquefaction and vaporization plant and above ground storage tank with a storage capacity equivalent of 1.2 Bcf of natural gas in Waterbury, Connecticut.


As of December 31, 2015, NSTAR Gas owned 21 active gate stations, 164 district regulator stations, and approximately 3,250 miles of natural gas main pipeline.  Hopkinton, another subsidiary of Eversource, owns a satellite vaporization plant and above ground storage tanks in Acushnet, MA.  In addition, Hopkinton owns a liquefaction and vaporization plant with above ground storage tanks in Hopkinton, MA.  Combined, the two plants' tanks have an aggregate storage capacity equivalent to 3.5 Bcf of natural gas that is provided to NSTAR Gas under contract.


Franchises


CL&P  Subject to the power of alteration, amendment or repeal by the General Assembly of Connecticut and subject to certain approvals, permits and consents of public authority and others prescribed by statute, CL&P has, subject to certain exceptions not deemed material, valid franchises free from burdensome restrictions to provide electric transmission and distribution services in the respective areas in which it is now supplying such service.


In addition to the right to provide electric transmission and distribution services as set forth above, the franchises of CL&P include, among others, limited rights and powers, as set forth under Connecticut law and the special acts of the General Assembly constituting its charter, to manufacture, generate, purchase and/or sell electricity at retail, including to provide Standard Service, Supplier of Last Resort service and backup service, to sell electricity at wholesale and to erect and maintain certain facilities on public highways and grounds, all subject to such consents and approvals of public authority and others as may be required by law. The franchises of CL&P include the power of eminent domain.  Connecticut law prohibits an electric distribution company from owning or operating generation assets.  However, under "An Act Concerning Energy Independence," enacted in 2005, CL&P is permitted to own up to 200 MW of peaking facilities if the PURA determines that such facilities will be more cost effective than other options for mitigating FMCC and Locational Installed Capacity (LICAP) costs.  In addition, under "An Act Concerning Electricity and Energy Efficiency," enacted in 2007, an electric distribution company, such as CL&P, is permitted to purchase an existing electric generating plant located in Connecticut that is offered for sale, subject to prior approval from the PURA and a determination by the PURA that such purchase is in the public interest.  Finally, Connecticut law also allows CL&P to submit a proposal to the DEEP to build, own or operate one or more generation facilities up to 10 MWs using Class I renewable energy.


NSTAR Electric and NSTAR GasThrough their charters, which are unlimited in time, NSTAR Electric and NSTAR Gas have the right to engage in the business of delivering and selling electricity and natural gas within their respective service territories, and have powers incidental thereto and are entitled to all the rights and privileges of and subject to the duties imposed upon electric and natural gas companies under Massachusetts laws.  The locations in public ways for electric transmission and distribution lines and natural gas distribution pipelines are obtained from municipal and other state authorities who, in granting these locations, act as agents for the state. In some cases the actions of these authorities are subject to appeal to the DPU.  The rights to these locations are not limited in time and are subject to the action of these authorities and the legislature.  Under Massachusetts law, with the exception of municipal-owned utilities, no other entity may provide electric or natural gas delivery service to retail



20



customers within NSTAR's service territory without the written consent of NSTAR Electric and/or NSTAR Gas.  This consent must be filed with the DPU and the municipality so affected.


The Massachusetts restructuring legislation defines service territories as those territories actually served on July 1, 1997 and following municipal boundaries to the extent possible.  The restructuring legislation further provides that until terminated by law or otherwise, distribution companies shall have the exclusive obligation to serve all retail customers within their service territories and no other person shall provide distribution service within such service territories without the written consent of such distribution companies.  Pursuant to the Massachusetts restructuring legislation, the DPU (then, the Department of Telecommunications and Energy) was required to define service territories for each distribution company, including NSTAR Electric.  The DPU subsequently determined that there were advantages to the exclusivity of service territories and issued a report to the Massachusetts Legislature recommending against, in this regard, any changes to the restructuring legislation.


PSNH  The NHPUC, pursuant to statutory requirements, has issued orders granting PSNH exclusive franchises to distribute electricity in the respective areas in which it is now supplying such service.  


In addition to the right to distribute electricity as set forth above, the franchises of PSNH include, among others, rights and powers to manufacture, generate, purchase, and transmit electricity, to sell electricity at wholesale to other utility companies and municipalities and to erect and maintain certain facilities on certain public highways and grounds, all subject to such consents and approvals of public authority and others as may be required by law.  PSNH's status as a public utility gives it the ability to petition the NHPUC for the right to exercise eminent domain for its transmission and distribution services in appropriate circumstances.  


PSNH is also subject to certain regulatory oversight by the Maine Public Utilities Commission and the Vermont Public Service Board.


WMECO  WMECO is authorized by its charter to conduct its electric business in the territories served by it, and has locations in the public highways for transmission and distribution lines.  Such locations are granted pursuant to the laws of Massachusetts by the Department of Public Works of Massachusetts or local municipal authorities and are of unlimited duration, but the rights thereby granted are not vested.  Such locations are for specific lines only and for extensions of lines in public highways.  Further similar locations must be obtained from the Department of Public Works of Massachusetts or the local municipal authorities.  In addition, WMECO has been granted easements for its lines in the Massachusetts Turnpike by the Massachusetts Turnpike Authority and pursuant to state laws, has the power of eminent domain.  


The Massachusetts restructuring legislation applicable to NSTAR Electric (described above) is also applicable to WMECO.


Yankee Gas  Yankee Gas holds valid franchises to sell natural gas in the areas in which Yankee Gas supplies natural gas service, which it acquired either directly or from its predecessors in interest.  Generally, Yankee Gas holds franchises to serve customers in areas designated by those franchises as well as in most other areas throughout Connecticut so long as those areas are not occupied and served by another natural gas utility under a valid franchise of its own or are not subject to an exclusive franchise of another natural gas utility.  Yankee Gas' franchises are perpetual but remain subject to the power of alteration, amendment or repeal by the General Assembly of the State of Connecticut, the power of revocation by the PURA and certain approvals, permits and consents of public authorities and others prescribed by statute.  Generally, Yankee Gas' franchises include, among other rights and powers, the right and power to manufacture, generate, purchase, transmit and distribute natural gas and to erect and maintain certain facilities on public highways and grounds, and the right of eminent domain, all subject to such consents and approvals of public authorities and others as may be required by law.


Item 3.

Legal Proceedings


1.

Yankee Companies v. U.S. Department of Energy


DOE Phase I Damages - In 1998, the Yankee Companies (CYAPC, YAEC and MYAPC) filed separate complaints against the DOE in the Court of Federal Claims seeking monetary damages resulting from the DOE's failure to begin accepting spent nuclear fuel for disposal by January 31, 1998 pursuant to the terms of the 1983 spent fuel and high level waste disposal contracts between the Yankee Companies and the DOE (DOE Phase I Damages).  Phase I covered damages for the period 1998 through 2002.  Following multiple appeals and cross-appeals in December 2012, the judgment awarding CYAPC $39.6 million, YAEC $38.3 million and MYAPC $81.7 million became final.


In January 2013, the proceeds from the DOE Phase I Damages Claim were received by the Yankee Companies and transferred to each Yankee Company's respective decommissioning trust.  


In June 2013, FERC approved CYAPC, YAEC and MYAPC to reduce rates in their wholesale power contracts through the application of the DOE proceeds for the benefit of customers.  Changes to the terms of the wholesale power contracts became effective on July 1, 2013.  In accordance with the FERC order, CL&P, NSTAR Electric, PSNH and WMECO began receiving the benefit of the DOE proceeds, and the benefits have been passed on to customers.


On September 17, 2014, in accordance with the MYAPC’s three-year refund plan, MYAPC returned a portion of the DOE Phase I Damages proceeds to the member companies, including CL&P, NSTAR Electric, PSNH, and WMECO, in the amount of $3.2 million, $1.1 million, $1.4 million and $0.8 million, respectively.  On September 28, 2015, MYAPC returned the remaining DOE Phase I Damages proceeds to the member companies, including CL&P, NSTAR Electric, PSNH, and WMECO, in the amount of $2.3 million, $0.8 million, $1 million and $0.6 million, respectively.  


DOE Phase II Damages - In December 2007, the Yankee Companies each filed subsequent lawsuits against the DOE seeking recovery of actual damages incurred related to the alleged failure of the DOE to provide for a permanent facility to store spent nuclear fuel generated in years 2001 through 2008 for CYAPC and YAEC and from 2002 through 2008 for MYAPC (DOE Phase II Damages).  In November 2013, the court issued a



21



final judgment awarding CYAPC $126.3 million, YAEC $73.3 million, and MYAPC $35.8 million.  On January 14, 2014, the Yankee Companies received a letter from the U.S. Department of Justice stating that the DOE will not appeal the court's final judgment.


In March and April 2014, CYAPC, YAEC and MYAPC received payment of $126.3 million, $73.3 million and $35.8 million, respectively, of the DOE Phase II Damages proceeds and made the required informational filing with FERC in accordance with the process and methodology outlined in the 2013 FERC order.  The Yankee Companies returned the DOE Phase II Damages proceeds to the member companies, including CL&P, NSTAR Electric, PSNH, and WMECO, for the benefit of their respective customers, on June 1, 2014.  Refunds to CL&P's, NSTAR Electric's, PSNH's and WMECO's customers for these DOE proceeds began in the third quarter of 2014 and all refunds under these proceedings have been disbursed.


DOE Phase III Damages - In August 2013, the Yankee Companies each filed subsequent lawsuits against the DOE seeking recovery of actual damages incurred in the years 2009 through 2012.  The trial on this matter was held on June 30 and July 1, 2015, with a post-trial briefing that concluded on October 14, 2015.  The parties are awaiting a decision from the court.  


2.

Conservation Law Foundation v. PSNH


On July 21, 2011, the Conservation Law Foundation (CLF) filed a citizens suit under the provisions of the federal Clean Air Act against PSNH alleging permitting violations at the company's Merrimack generating station. The suit alleges that PSNH failed to have proper permits for replacement of the Unit 2 turbine at Merrimack, installation of activated carbon injection equipment for the unit, and violated a permit condition concerning operation of the electrostatic precipitators at the station. On September 27, 2012, the federal court dismissed portions of CLF's suit pertaining to the installation of activated carbon injection and the electrostatic precipitators.  CLF filed an amended complaint on May 28, 2013, related to routine maintenance of the boiler performed in 2008 and 2009.  The suit seeks injunctive relief, civil penalties, and costs.  CLF has pursued similar claims before the NHPUC, the N.H. Air Resources Council, and the N.H. Site Evaluation Committee, all of which have been denied.  PSNH continues to believe this suit is without merit and intends to defend it vigorously.  However, at this time the case has been stayed while the State settlement process related to the divestiture of generating assets, including Merrimack Station, continues.


3.

Other Legal Proceedings


For further discussion of legal proceedings, see Item 1,Business: "- Electric Distribution Segment," "- Electric Transmission Segment," and "- Natural Gas Distribution Segment" for information about various state and federal regulatory and rate proceedings, civil lawsuits related thereto, and information about proceedings relating to power, transmission and pricing issues; "- Nuclear Fuel Storage" for information related to high-level nuclear waste; and "- Other Regulatory and Environmental Matters" for information about proceedings involving surface water and air quality requirements, toxic substances and hazardous waste, electric and magnetic fields, licensing of hydroelectric projects, and other matters. In addition, see Item 1A,Risk Factors, for general information about several significant risks.


Item 4.

Mine Safety Disclosures


Not applicable.


EXECUTIVE OFFICERS OF THE REGISTRANT


The following table sets forth the executive officers of Eversource Energy as of February 16, 2016.  All of the Company's officers serve terms of one year and until their successors are elected and qualified:


Name

Age

Title

Thomas J. May

68

Chairman of the Board, President and Chief Executive Officer

James J. Judge

60

Executive Vice President and Chief Financial Officer

Leon J. Olivier

67

Executive Vice President-Enterprise Energy Strategy and Business Development

David R. McHale

55

Executive Vice President and Chief Administrative Officer

Werner J. Schweiger

56

Executive Vice President and Chief Operating Officer

Gregory B. Butler

58

Senior Vice President and General Counsel

Christine M. Carmody*

53

Senior Vice President-Human Resources of Eversource Service

Joseph R. Nolan, Jr.*

52

Senior Vice President-Corporate Relations of Eversource Service

Jay S. Buth

46

Vice President, Controller and Chief Accounting Officer


*Deemed an executive officer of Eversource Energy pursuant to Rule 3b-7 under the Securities Exchange Act of 1934.


Thomas J. May.  Mr. May has served as Chairman of the Board of Eversource Energy since October 10, 2013, and as President and Chief Executive Officer and as a Trustee of Eversource Energy; as Chairman and a Director of CL&P, NSTAR Electric, NSTAR Gas, PSNH, WMECO and Yankee Gas; and as Chairman, President and Chief Executive Officer and a Director of Eversource Service since April 10, 2012.  Mr. May has served as a Director of NSTAR Electric and NSTAR Gas since September 27, 1999.  Mr. May previously served as Chairman, President and Chief Executive Officer and a Trustee of NSTAR, and as Chairman, President and Chief Executive Officer of NSTAR Electric and NSTAR Gas until April 10, 2012.  He served as Chairman, Chief Executive Officer and a Trustee since NSTAR was formed in 1999, and was elected President in 2002.  Mr. May has served as Chairman of the Board of Eversource Energy Foundation, Inc. since October 15, 2013, and as a Director of Eversource Energy Foundation, Inc. since April 10, 2012.  He previously served as President of Eversource Energy Foundation, Inc. from October 15, 2013 to September 29, 2014.  He has served as a Trustee of the NSTAR Foundation since August 18, 1987.  




22



James J. Judge. Mr. Judge has served as Executive Vice President and Chief Financial Officer of Eversource Energy, CL&P, NSTAR Electric, NSTAR Gas, PSNH, WMECO, Yankee Gas and Eversource Service and as a Director of CL&P, PSNH, WMECO, Yankee Gas and Eversource Service since April 10, 2012 and of NSTAR Electric and NSTAR Gas since September 27, 1999.  Previously, Mr. Judge served as Senior Vice President and Chief Financial Officer of NSTAR, NSTAR Electric and NSTAR Gas from 1999 until April 2012.  Mr. Judge has served as Treasurer and as a Director of Eversource Energy Foundation, Inc. since April 10, 2012.  He has served as a Trustee of the NSTAR Foundation since December 12, 1995.  


Leon J. Olivier.  Mr. Olivier has served as Executive Vice President-Enterprise Energy Strategy and Business Development of Eversource Energy since September 2, 2014 and as a Director of Eversource Service since January 17, 2005.  Mr. Olivier previously served as Executive Vice President and Chief Operating Officer of Eversource Energy and Eversource Service from May 13, 2008 until September 2, 2014, and as Chief Executive Officer of NSTAR Electric and NSTAR Gas from April 10, 2012 until August 11, 2014, of CL&P, PSNH, WMECO and Yankee Gas from January 15, 2007 to September 29, 2014, and of CL&P from September 10, 2001 to September 29, 2014, and as a Director of NSTAR Electric and NSTAR Gas from November 27, 2012 to September 29, 2014, of PSNH, WMECO and Yankee Gas from January 17, 2005 to September 29, 2014, and of CL&P from September 10, 2001 to September 29, 2014.   Previously, Mr. Olivier served as Executive Vice President-Operations of Eversource Energy from February 13, 2007 to May 12, 2008.  He has served as a Director of Eversource Energy Foundation, Inc. since April 1, 2006.  Mr. Olivier has served as a Trustee of the NSTAR Foundation since April 10, 2012.  


David R. McHale.  Mr. McHale has served as Executive Vice President and Chief Administrative Officer of Eversource Energy and Eversource Service since April 10, 2012 and as a Director of Eversource Service since January 1, 2005.  Mr. McHale previously served as Executive Vice President and Chief Administrative Officer of CL&P, NSTAR Electric, NSTAR Gas, PSNH, WMECO and Yankee Gas from April 10, 2012 to September 29, 2014 and as a Director of NSTAR Electric and NSTAR Gas from November 27, 2012 to September 29, 2014, of PSNH, WMECO and Yankee Gas from January 1, 2005 to September 29, 2014, and of CL&P from January 15, 2007 to September 29, 2014.  Previously, Mr. McHale served as Executive Vice President and Chief Financial Officer of Eversource Energy, CL&P, PSNH, WMECO, Yankee Gas and Eversource Service from January 2009 to April 2012, and as Senior Vice President and Chief Financial Officer of Eversource Energy, CL&P, PSNH, WMECO, Yankee Gas and Eversource Service from January 2005 to December 2008.  He has served as a Director of Eversource Energy Foundation, Inc. since January 1, 2005.  Mr. McHale has served as a Trustee of the NSTAR Foundation since April 10, 2012.  


Werner J. Schweiger.  Mr. Schweiger has served as Executive Vice President and Chief Operating Officer of Eversource Energy since September 2, 2014 and of Eversource Service since August 11, 2014, and as President of CL&P since June 2, 2015 and as Chief Executive Officer of CL&P, NSTAR Electric, NSTAR Gas, PSNH, WMECO and Yankee Gas since August 11, 2014, and as a Director of Eversource Service, NSTAR Gas and Yankee Gas since September 29, 2014 and of CL&P, PSNH, NSTAR Electric and WMECO since May 28, 2013.  He previously served as President-Electric Distribution of Eversource Service from January 16, 2013 until August 11, 2014 and as President of NSTAR Electric from April 10, 2012 until January 16, 2013 and as a Director of NSTAR Electric from November 27, 2012 to January 16, 2013.  From February 27, 2002 until April 10, 2012, Mr. Schweiger was Senior Vice President-Operations of NSTAR Electric and NSTAR Gas.  Mr. Schweiger has served as a Director of Eversource Energy Foundation, Inc. since September 29, 2014.  He has served as a Trustee of the NSTAR Foundation since September 29, 2014.


Gregory B. Butler.  Mr. Butler has served as Senior Vice President and General Counsel of Eversource Energy since May 1, 2014, of NSTAR Electric, and NSTAR Gas since April 10, 2012, and of CL&P, PSNH, WMECO, Yankee Gas and Eversource Service since March 9, 2006.  Mr. Butler has served as a Director of NSTAR Electric and NSTAR Gas since April 10, 2012, of Eversource Service since November 27, 2012, and of CL&P, PSNH, WMECO and Yankee Gas since April 22, 2009.  Mr. Butler previously served as Senior Vice President, General Counsel and Secretary of Eversource Energy from April 10, 2012 until May 1, 2014, and as Senior Vice President and General Counsel of Eversource Energy from December 1, 2005 to April 10, 2012.  He has served as a Director of Eversource Energy Foundation, Inc. since December 1, 2002.  He has been a Trustee of the NSTAR Foundation since April 10, 2012.


Christine M. Carmody.  Ms. Carmody has served as Senior Vice President-Human Resources of Eversource Service since April 10, 2012 and as a Director of Eversource Service since November 27, 2012.  Ms. Carmody previously served as Senior Vice President-Human Resources of CL&P, PSNH, WMECO and Yankee Gas from November 27, 2012 to September 29, 2014, and of NSTAR Electric and NSTAR Gas from August 1, 2008 to September 29, 2014, and as a Director of CL&P, PSNH, WMECO and Yankee Gas from April 10, 2012 to September 29, 2014 and of NSTAR Electric and NSTAR Gas from November 27, 2012 to September 29, 2014.  Previously, Ms. Carmody served as Vice President-Organizational Effectiveness of NSTAR, NSTAR Electric and NSTAR Gas from June 2006 to August 2008.  Ms. Carmody has served as a Director of Eversource Energy Foundation, Inc. since April 10, 2012.  She has served as a Trustee of the NSTAR Foundation since August 1, 2008.


Joseph R. Nolan, Jr.  Mr. Nolan has served as Senior Vice President-Corporate Relations of Eversource Service since April 10, 2012 and as a Director of Eversource Service since November 27, 2012.  Mr. Nolan previously served as Senior Vice President-Corporate Relations of NSTAR Electric and NSTAR Gas from April 10, 2012 to September 29, 2014, and of CL&P, PSNH, WMECO and Yankee Gas from November 27, 2012 to September 29, 2014, as a Director of CL&P, PSNH, WMECO and Yankee Gas from April 10, 2012 to September 29, 2014 and of NSTAR Electric and NSTAR Gas from November 27, 2012 to September 29, 2014.  Previously, Mr. Nolan served as Senior Vice President-Customer & Corporate Relations of NSTAR, NSTAR Electric and NSTAR Gas from 2006 until April 10, 2012.  Mr. Nolan has served as a Director of Eversource Energy Foundation, Inc. since April 10, 2012, and has served as Executive Director of Eversource Energy Foundation, Inc. since October 15, 2013.  He has served as a Trustee of the NSTAR Foundation since October 1, 2000.


Jay S. Buth.  Mr. Buth has served as Vice President, Controller and Chief Accounting Officer of Eversource Energy, CL&P, NSTAR Electric, NSTAR Gas, PSNH, WMECO, Yankee Gas and Eversource Service since April 10, 2012.  Previously, Mr. Buth served as Vice President-Accounting and Controller of Eversource Energy, CL&P, PSNH, WMECO, Yankee Gas and Eversource Service from June 2009 until April 10, 2012.  From June 2006 through January 2009, Mr. Buth served as the Vice President and Controller for New Jersey Resources Corporation, an energy services holding company that provides natural gas and wholesale energy services, including transportation, distribution and asset management.



23




PART II


Item 5.

Market for the Registrants' Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


(a)

Market Information and (c) Dividends


Eversource.  Our common shares are listed on the New York Stock Exchange.  The ticker symbol is "ES."  The high and low sales prices of our common shares and the dividends declared, for the past two years, by quarter, are shown below.


Year

 

Quarter

 

High

 

Low

 

Dividends
Declared

2015

 

First

 

$

56.83 

 

$

48.54 

 

$

0.4175 

 

 

Second

 

 

51.42 

 

 

45.20 

 

 

0.4175 

 

 

Third

 

 

52.15 

 

 

44.64 

 

 

0.4175 

 

 

Fourth

 

 

52.85 

 

 

48.18 

 

 

0.4175 

 

 

 

 

 

 

 

 

 

 

 

 

2014

 

First

 

$

45.69 

 

$

 41.28 

 

$

 0.3925 

 

 

Second

 

 

 47.60 

 

 

 44.28 

 

 

 0.3925 

 

 

Third

 

 

 47.37 

 

 

 41.92 

 

 

 0.3925 

 

 

Fourth

 

 

 56.66 

 

 

 44.37 

 

 

 0.3925 


Information with respect to dividend restrictions for us, CL&P, NSTAR Electric, PSNH, and WMECO is contained in Item 7,Management's Discussion and Analysis of Financial Condition and Results of Operations, under the caption "Liquidity" and Item 8,Financial Statements and Supplementary Data, in theCombined Notes to Financial Statements, within this Annual Report on Form 10-K.   


There is no established public trading market for the common stock of CL&P, NSTAR Electric, PSNH and WMECO.  All of the common stock of CL&P, NSTAR Electric, PSNH and WMECO is held solely by Eversource.


Common stock dividends approved and paid to Eversource during the year were as follows:


 

For the Years Ended December 31,

(Millions of Dollars)

2015

 

2014

CL&P

$

196.0 

 

$

171.2 

NSTAR Electric

 

198.0 

 

 

253.0 

PSNH

 

106.0 

 

 

66.0 

WMECO

 

37.2 

 

 

   60.0 


(b)

Holders


As of January 31, 2016, there were 42,493 registered common shareholders of our company on record.  As of the same date, there were a total of 317,191,249 common shares issued.


(d)

Securities Authorized for Issuance Under Equity Compensation Plans


For information regarding securities authorized for issuance under equity compensation plans, see Item 12,Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, included in this Annual Report on Form 10-K.




24



(e)

Performance Graph


The performance graph below illustrates a five-year comparison of cumulative total returns based on an initial investment of $100 in 20082010 in Northeast UtilitiesEversource Energy common stock, as compared with the S&P 500 Stock Index and the EEI Index for the period 20092011 through 2013,2015, assuming all dividends are reinvested.




28




(e)

Purchases of Equity Securities by the Issuer and Affiliated Purchasers


The following table discloses purchases of shares of our common stockshares made by us or on our behalf for the periods shown below.  The common shares purchased consist of open market purchases made by the Company or an independent agent.  These share transactions related to shares awarded under the Company's Incentive Plan and Dividend Reinvestment Plan and matching contributions under the Eversource 401k Plan.


 

 

Period

 

Total Number of Shares Purchased

 

 

Average Price Paid per Share

Total Number of Shares Purchased as

Part of Publicly Announced Plans or Programs

Approximate Dollar

Value of Shares that

May Yet Be Purchased Under the Plans and Programs (at month end)

 

 

October 1 - October 31, 2013

 

 - 

 

$

 - 

 - 

 - 

 

 

November 1 - November 30, 2013

 

 - 

 

 

 - 

 - 

 - 

 

 

December 1 - December 31, 2013

 

 75,700 

 

 

42.22 

 - 

 - 

 

 

Total

 

 75,700 

 

$

42.22 

 - 

 - 

 

 

Period

 

Total Number of Shares Purchased

 

 

Average Price Paid per Share

Total Number of Shares Purchased as

Part of Publicly Announced Plans or Programs

Approximate Dollar

Value of Shares that

May Yet Be Purchased Under the Plans and Programs (at month end)

 

 

October 1 - October 31, 2015

 

 117,887 

 

$

 50.33 

 -   

 -   

 

 

November 1 - November 30, 2015

 

 3,178 

 

 

 50.76 

 -   

 -   

 

 

December 1 - December 31, 2015

 

 6,001 

 

 

 51.17 

 -   

 -   

 

 

Total

 

 127,066 

 

$

 50.38 

 -   

 -   




2925






Item 6.

Selected Consolidated Financial Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NU Selected Consolidated Financial Data (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Thousands of Dollars, except percentages and common         share information)

2013 

 

2012 (a)

 

2011 

 

2010 

 

2009 

 

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, Plant and Equipment, Net

$

 17,576,186 

 

$

 16,605,010 

 

$

 10,403,065 

 

$

9,567,726 

 

$

8,839,965 

 

 

Total Assets

 

 27,795,537 

 

 

 28,302,824 

 

 

 15,647,066 

 

 

14,472,601 

 

 

14,057,679 

 

 

Total Capitalization (b) (c)

 

 18,077,274 

 

 

 17,356,112 

 

 

 9,078,321 

 

 

8,627,985 

 

 

8,253,323 

 

 

Obligations Under Capital Leases (b)

 

 10,744 

 

 

 11,071 

 

 

 12,358 

 

 

12,236 

 

 

12,873 

 

Income Statement Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

$

 7,301,204 

 

$

 6,273,787 

 

$

 4,465,657 

 

$

4,898,167 

 

$

5,439,430 

 

 

Net Income

 

 793,689 

 

 

 533,077 

 

 

 400,513 

 

 

394,107 

 

 

335,592 

 

 

Net Income Attributable to Noncontrolling Interests

 

 7,682 

 

 

 7,132 

 

 

 5,820 

 

 

6,158 

 

 

5,559 

 

 

Net Income Attributable to Controlling Interest

$

 786,007 

 

$

 525,945 

 

$

 394,693 

 

$

 387,949 

 

$

 330,033 

 

Common Share Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic Earnings Per Common Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income Attributable to Controlling Interests

$

 2.49 

 

$

 1.90 

 

$

 2.22 

 

$

 2.20 

 

$

1.91 

 

 

Diluted Earnings Per Common Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income Attributable to Controlling Interest

$

 2.49 

 

$

 1.89 

 

$

 2.22 

 

$

2.19 

 

$

1.91 

 

 

Weighted Average Common Shares Outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 315,311,387 

 

 

 277,209,819 

 

 

177,410,167 

 

 

176,636,086 

 

 

172,567,928 

 

 

 

Diluted

 

 316,211,160 

 

 

 277,993,631 

 

 

177,804,568 

 

 

176,885,387 

 

 

172,717,246 

 

 

Dividends Declared Per Share

$

 1.47 

 

$

 1.32 

 

$

 1.10 

 

$

1.03 

 

$

0.95 

 

 

Market Price - Closing (high) (d)

$

45.33 

 

$

40.57 

 

$

36.31 

 

$

32.05 

 

$

26.33 

 

 

Market Price - Closing (low) (d)

$

38.67 

 

$

33.53 

 

$

30.46 

 

$

24.78 

 

$

19.45 

 

 

Market Price - Closing (end of year) (d)

$

42.39 

 

$

39.08 

 

$

36.07 

 

$

31.88 

 

$

25.79 

 

 

Book Value Per Share (end of year)

$

30.49 

 

$

29.41 

 

$

22.65 

 

$

21.60 

 

$

20.37 

 

 

Tangible Book Value Per Share (end of year) (e)

$

19.32 

 

$

18.21 

 

$

21.03 

 

$

19.97 

 

$

18.74 

 

 

Rate of Return Earned on Average Common Equity (%) (f)

 

8.3 

 

 

7.9 

 

 

 10.1 

 

 

 10.7 

 

 

 10.2 

 

 

Market-to-Book Ratio (end of year) (g)

 

1.4 

 

 

1.3 

 

 

 1.6 

 

 

 1.5 

 

 

 1.3 

 

Capitalization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Equity

 

 53 

%

 

 53 

%

 

44 

%

 

44 

%

 

44 

%

 

Preferred Stock, not subject to mandatory redemption

 

 1 

 

 

 1 

 

 

 

 

 

 

 

 

Long-Term Debt (b) (c)

 

 46 

 

 

 46 

 

 

55 

 

 

55 

 

 

55 

 

 

 

 

 

 

 

100 

%

 

100 

%

 

100 

%

 

100 

%

 

100 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


(a)

The 2012 results include the operations of NSTAR beginning April 10, 2012.

 

 

(b)

Includes portions due within one year.

 

 

(c)

Excludes RRBs.

 

 

(d)

Market price information reflects closing prices as reflected by the New York Stock Exchange.  

 

 

(e)

Common Shareholder's Equity adjusted for goodwill and intangibles divided by total common shares outstanding.

 

 

(f)

Net Income Attributable to Controlling Interest divided by average Common Shareholders' Equity.  

 

 

(g)

The closing market price divided by the book value per share.

 

 

 

 

 

Item 6.

Selected Consolidated Financial Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eversource Selected Consolidated Financial Data (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Thousands of Dollars, except percentages and
common share information)

2015 

 

2014 

 

2013 

 

2012(a)

 

2011 

 

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

 

Property, Plant and Equipment, Net

$

 19,892,441 

 

$

 18,647,041 

 

$

 17,576,186 

 

$

 16,605,010 

 

$

 10,403,065 

 

Total Assets(b)

 

 30,580,309 

 

 29,740,387 

 

 27,760,315 

 

 28,269,780 

 

 15,617,627 

 

Total Capitalization (b) (c) (d)

 

 19,542,240 

 

 18,946,395 

 

 18,042,052 

 

 17,323,068 

 

 9,048,882 

 

Obligations Under Capital Leases (c)

 

 8,222 

 

 

 9,434 

 

 

 10,744 

 

 

 11,071 

 

 

 12,358 

 

Income Statement Data:

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

$

 7,954,827 

 

$

 7,741,856 

 

$

 7,301,204 

 

$

 6,273,787 

 

$

 4,465,657 

 

Net Income

 

 886,004 

 

 827,065 

 

 793,689 

 

 533,077 

 

 400,513 

 

Net Income Attributable to Noncontrolling Interests

 

 7,519 

 

 

 7,519 

 

 

 7,682 

 

 

 7,132 

 

 

 5,820 

 

Net Income Attributable to Common Shareholders

$

 878,485 

 

$

 819,546 

 

$

 786,007 

 

$

 525,945 

 

$

 394,693 

 

Common Share Data:

 

 

 

 

 

 

 

 

 

 

 

Net Income Attributable to Common Shareholders:

 

 

 

 

 

 

 

 

 

 

 

 

Basic Earnings Per Common Share

$

 2.77 

 

$

 2.59 

 

$

 2.49 

 

$

 1.90 

 

$

 2.22 

 

 

Diluted Earnings Per Common Share

$

 2.76 

 

$

 2.58 

 

$

 2.49 

 

$

 1.89 

 

$

 2.22 

 

Weighted Average Common Shares Outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 317,336,881 

 

 316,136,748 

 

 315,311,387 

 

 277,209,819 

 

177,410,167 

 

 

Diluted

 

 318,432,687 

 

 317,417,414 

 

 316,211,160 

 

 277,993,631 

 

177,804,568 

 

Dividends Declared Per Common Share

$

 1.67 

 

$

 1.57 

 

$

 1.47 

 

$

 1.32 

 

$

 1.10 

 

Market Price - Closing (high)(e)

$

54.52 

 

$

56.15 

 

$

45.33 

 

$

40.57 

 

$

36.31 

 

Market Price - Closing (low)(e)

$

44.63 

 

$

41.52 

 

$

38.67 

 

$

33.53 

 

$

30.46 

 

Market Price - Closing (end of year)(e)

$

51.07 

 

$

53.52 

 

$

42.39 

 

$

39.08 

 

$

36.07 

 

Book Value Per Common Share (end of year)

$

32.64 

 

$

31.47 

 

$

30.49 

 

$

29.41 

 

$

22.65 

 

Tangible Book Value Per Common Share (end of year) (f)

$

21.54 

 

$

20.37 

 

$

19.32 

 

$

18.21 

 

$

21.03 

 

Rate of Return Earned on Average Common Equity (%)(g)

 

8.7 

 

 

8.4 

 

 

8.3 

 

 

7.9 

 

 

 10.1 

 

Market-to-Book Ratio (end of year) (h)

 

1.6 

 

 

1.7 

 

 

1.4 

 

 

1.3 

 

 

 1.6 

 

Capitalization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Equity

 

 53 

%

 

 53 

%

 

 53 

%

 

53 

%

 

44 

%

Preferred Stock Not Subject to Mandatory Redemption

 

 1 

 

 1 

 

 1 

 

 

 

Long-Term Debt(b) (c) (d)

 

 46 

 

 

 46 

 

 

 46 

 

 

46 

 

 

55 

 

 

  

 

 

 

 

 

 

100 

%

 

100 

%

 

100 

%

 

100 

%

 

100 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CL&P Selected Financial Data (Unaudited)

CL&P Selected Financial Data (Unaudited)

 

 

 

 

 

 

 

 

 

CL&P Selected Financial Data (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Thousands of Dollars)

(Thousands of Dollars)

2013 

 

2012 

 

2011 

 

2010 

 

2009 

 

(Thousands of Dollars)

2015 

 

2014 

 

2013 

 

2012 

 

2011 

 

Operating Revenues

Operating Revenues

$

 2,442,341 

 

$

 2,407,449 

 

$

 2,548,387 

 

$

 2,999,102 

 

$

 3,424,538 

 

Operating Revenues

$

 2,802,675 

 

$

 2,692,582 

 

$

 2,442,341 

 

$

 2,407,449 

 

$

 2,548,387 

 

Net Income

Net Income

 

 279,412 

 

 209,725 

 

 250,164 

 

 244,143 

 

 216,316 

 

Net Income

 

 299,360 

 

 287,754 

 

 279,412 

 

 209,725 

 

 250,164 

 

Cash Dividends on Common Stock

Cash Dividends on Common Stock

 

 151,999 

 

 100,486 

 

 243,218 

 

 217,691 

 

 113,848 

 

Cash Dividends on Common Stock

 

 196,000 

 

 171,200 

 

 151,999 

 

 100,486 

 

 243,218 

 

Property, Plant and Equipment, Net

Property, Plant and Equipment, Net

 

 6,451,259 

 

 6,152,959 

 

 5,827,384 

 

 5,586,504 

 

 5,340,561 

 

Property, Plant and Equipment, Net

 

 7,156,809 

 

 6,809,664 

 

 6,451,259 

 

 6,152,959 

 

 5,827,384 

 

Total Assets

 

 8,980,502 

 

 9,142,088 

 

 8,791,396 

 

 8,255,192 

 

 8,364,564 

 

Rate Reduction Bonds

 

 - 

 

 - 

 

 - 

 

 - 

 

 195,587 

 

Long-Term Debt (a) (b)

 

 2,741,208 

 

 2,862,790 

 

 2,583,753 

 

 2,583,102 

 

 2,582,361 

 

Total Assets(b)

 

 9,592,957 

 

 9,344,400 

 

 8,965,906 

 

 9,127,602 

 

 8,775,451 

 

Long-Term Debt (b) (c)

 

 2,763,682 

 

 2,826,243 

 

 2,726,613 

 

 2,848,303 

 

 2,567,808 

 

Preferred Stock Not Subject to Mandatory Redemption

Preferred Stock Not Subject to Mandatory Redemption

 

 116,200 

 

 116,200 

 

 116,200 

 

 116,200 

 

 116,200 

 

Preferred Stock Not Subject to Mandatory Redemption

 

 116,200 

 

 116,200 

 

 116,200 

 

 116,200 

 

 116,200 

 

Obligations Under Capital Leases (a)

 

 9,309 

 

 

 9,960 

 

 

 10,715 

 

 

 10,613 

 

 

 10,956 

 

Obligations Under Capital Leases(c)

 

 7,624 

 

 

 8,439 

 

 

 9,309 

 

 

 9,960 

 

 

 10,715 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

(a)

Includes portions due within one year.

 

(a)

The 2012 results include the operations of NSTAR beginning April 10, 2012.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(b)

(b)

Excludes RRBs.  

 

 

 

 

 

 

 

 

 

 

 

 

The 2011 through 2014 amounts reflect reclassifications due to the adoption of new accounting guidance that changed the balance sheet presentation of debt issuance costs.  Unamortized debt issuance costs are now presented as a direct reduction from the carrying amount of the debt liability rather than as a deferred cost.  Prior year amounts were retrospectively adjusted to conform to the current year presentation.  See Note 1C, "Summary of Significant Accounting Policies – Accounting Standards," for further information.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(c)

 

Includes portions due within one year.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(d)

 

Excludes RRBs.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(e)

 

Market price information reflects closing prices as reflected by the New York Stock Exchange.  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(f)

 

Common Shareholders' Equity adjusted for goodwill and intangibles divided by total common shares outstanding.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(g)

Net Income Attributable to Common Shareholders divided by average Common Shareholders' Equity.  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(h)

The closing market price divided by the book value per share.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See theCombined Notes to Consolidated Financial Statements in this Annual Report on Form 10-K for a description of any accounting changes materially affecting the comparability of the information reflected in the tables above.

See theCombined Notes to Consolidated Financial Statements in this Annual Report on Form 10-K for a description of any accounting changes materially affecting the comparability of the information reflected in the tables above.

 

See theCombined Notes to Consolidated Financial Statements in this Annual Report on Form 10-K for a description of any accounting changes materially affecting the comparability of the information reflected in the tables above.




3026







NU Selected Consolidated Sales Statistics

 

 

 

 

 

 

 

 

 

 

 

2013 

 

 

2012(a)

 

 

2011 

 

 

2010 

 

 

2009 

Eversource Selected Consolidated Sales Statistics

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015 

 

 

2014 

 

 

2013 

 

 

2012(a)

 

 

2011 

Revenues: (Thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

$

 3,073,181 

 

$

 2,731,951 

 

$

 2,091,270 

 

$

2,336,078 

 

$

2,569,278 

$

 3,608,155 

 

$

 3,288,313 

 

$

 3,073,181 

 

$

 2,731,951 

 

$

 2,091,270 

Commercial

 

 2,387,535 

 

 1,604,661 

 

 1,236,374 

 

1,346,228 

 

1,495,821 

 

 2,476,686 

 

 2,471,440 

 

 2,387,535 

 

 1,604,661 

 

 1,236,374 

Industrial

 

 339,917 

 

 753,974 

 

 252,878 

 

268,598 

 

297,854 

 

 326,564 

 

 348,698 

 

 339,917 

 

 753,974 

 

 252,878 

Wholesale

 

 486,515 

 

 357,223 

 

 350,413 

 

506,475 

 

445,261 

 

 411,749 

 

 447,899 

 

 486,515 

 

 357,223 

 

 350,413 

Miscellaneous and Eliminations

 

 56,547 

 

 

 130,137 

 

 

 47,485 

 

 

(29,878)

 

 

128,118 

Other and Eliminations

 

 110,013 

 

 

 97,090 

 

 

 56,547 

 

 

 130,137 

 

 

 47,485 

Total Electric

 

 6,343,695 

 

 5,577,946 

 

 3,978,420 

 

4,427,501 

 

4,936,332 

 

 6,933,167 

 

 6,653,440 

 

 6,343,695 

 

 5,577,946 

 

 3,978,420 

Natural Gas

 

 855,601 

 

 

 572,857 

 

 

 430,799 

 

 

434,277 

 

 

449,571 

 

 993,662 

 

 

 1,002,880 

 

 

 855,601 

 

 

 572,857 

 

 

 430,799 

Total - Regulated Companies

 

 7,199,296 

 

 6,150,803 

 

 4,409,219 

 

4,861,778 

 

5,385,903 

 

 7,926,829 

 

 7,656,320 

 

 7,199,296 

 

 6,150,803 

 

 4,409,219 

Other and Eliminations

 

 101,908 

 

 

 122,984 

 

 

 56,438 

 

 

36,389 

 

 

53,527 

 

 27,998 

 

 

 85,536 

 

 

 101,908 

 

 

 122,984 

 

 

 56,438 

Total

$

 7,301,204 

 

$

 6,273,787 

 

$

 4,465,657 

 

$

 4,898,167 

 

$

 5,439,430 

$

 7,954,827 

 

$

 7,741,856 

 

$

 7,301,204 

 

$

 6,273,787 

 

$

 4,465,657 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulated Companies - Sales: (GWh)

 

 

 

 

 

 

 

 

 

 

Regulated Companies - Sales Volumes:

 

 

 

 

 

 

 

 

 

 

Electric (GWh)

 

 

 

 

 

 

 

 

 

 

Residential

 

 21,896 

 

 19,719 

 

 14,766 

 

14,913 

 

14,412 

 

 21,441 

 

 21,317 

 

 21,896 

 

 19,719 

 

 14,766 

Commercial

 

 27,787 

 

 24,537 

 

 14,628 

 

14,836 

 

14,810 

 

 27,598 

 

 27,449 

 

 27,787 

 

 24,537 

 

 14,628 

Industrial

 

 5,648 

 

 5,462 

 

 4,418 

 

4,481 

 

4,423 

 

 5,577 

 

 5,676 

 

 5,648 

 

 5,462 

 

 4,418 

Wholesale

 

 855 

 

 

 2,154 

 

 

 1,020 

 

 

3,423 

 

 

4,183 

 

 3,215 

 

 3,018 

 

 855 

 

 2,154 

 

 1,020 

Total

 

 56,186 

 

 

 51,872 

 

 

 34,832 

 

 

37,653 

 

 

37,828 

Total Electric

 

 57,831 

 

 57,460 

 

 56,186 

 

 51,872 

 

 34,832 

Natural Gas(million cubic feet)

 

 102,999 

 

 104,191 

 

 98,258 

 

 69,894 

 

 46,880 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulated Companies - Customers: (Average)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 2,718,727 

 

 2,711,407 

 

 1,710,342 

 

1,704,197 

 

1,696,756 

 

 2,747,679 

 

 2,734,047 

 

 2,718,727 

 

 2,711,407 

 

 1,710,342 

Commercial

 

 371,897 

 

 370,389 

 

 199,240 

 

198,558 

 

196,813 

 

 374,552 

 

 373,511 

 

 371,897 

 

 370,389 

 

 199,240 

Industrial

 

 8,109 

 

 8,279 

 

 7,083 

 

7,150 

 

7,207 

 

 7,868 

 

 8,016 

 

 8,109 

 

 8,279 

 

 7,083 

Total Electric

 

 3,098,733 

 

 3,090,075 

 

 1,916,665 

 

1,909,905 

 

1,900,776 

 

 3,130,099 

 

 3,115,574 

 

 3,098,733 

 

 3,090,075 

 

 1,916,665 

Natural Gas

 

 493,563 

 

 

 483,770 

 

 

 207,753 

 

 

205,885 

 

 

206,438 

 

 506,175 

 

 

 499,186 

 

 

 493,563 

 

 

 483,770 

 

 

 207,753 

Total

 

 3,592,296 

 

 

 3,573,845 

 

 

 2,124,418 

 

 

2,115,790 

 

 

2,107,214 

Total - Regulated Companies

 

 3,636,274 

 

 

 3,614,760 

 

 

 3,592,296 

 

 

 3,573,845 

 

 

 2,124,418 

 

 

 

 

 

 

 

 

 

 

(a) The 2012 results include the operations of NSTAR beginning April 10, 2012.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) The 2012 results include the operations of NSTAR beginning April 10, 2012.

CL&P Selected Sales Statistics

 

 

 

 

 

 

 

 

 

 

2015 

 

 

2014 

 

 

2013 

 

 

2012 

 

 

2011 

Revenues: (Thousands)

 

 

 

 

 

 

 

 

 

 

Residential

$

 1,641,165 

 

$

 1,474,181 

 

$

 1,294,160 

 

$

 1,263,845 

 

$

 1,345,290 

Commercial

 

 841,093 

 

 879,343 

 

 780,585 

 

 732,620 

 

 758,145 

Industrial

 

 129,544 

 

 149,220 

 

 129,557 

 

 126,165 

 

 126,783 

Wholesale

 

 128,169 

 

 146,787 

 

 219,367 

 

 214,807 

 

 278,751 

Other

 

 62,704 

 

 

 43,051 

 

 

 18,672 

 

 

 70,012 

 

 

 39,418 

Total

$

 2,802,675 

 

$

 2,692,582 

 

$

 2,442,341 

 

$

 2,407,449 

 

$

 2,548,387 

Sales Volumes: (GWh)

 

 

 

 

 

 

 

 

 

 

Residential

 

 10,094 

 

 10,026 

 

 10,314 

 

 9,978 

 

 10,092 

Commercial

 

 9,635 

 

 9,643 

 

 9,770 

 

 9,705 

 

 9,809 

Industrial

 

 2,342 

 

 2,377 

 

 2,320 

 

 2,426 

 

 2,414 

Wholesale

 

 712 

 

 

 736 

 

 

 851 

 

 

 1,155 

 

 

 1,592 

Total

 

22,783 

 

 

22,782 

 

 

23,255 

 

 

23,264 

 

 

23,907 

Customers: (Average)

 

 

 

 

 

 

 

 

 

 

Residential

 

 1,117,778 

 

 1,111,467 

 

 1,105,417 

 

 1,103,397 

 

 1,100,740 

Commercial

 

 109,339 

 

 109,093 

 

 108,735 

 

 108,589 

 

 108,235 

Industrial

 

 3,163 

 

 

 3,213 

 

 

 3,247 

 

 

 3,301 

 

 

 3,331 

Total

 

 1,230,280 

 

 

 1,223,773 

 

 

 1,217,399 

 

 

 1,215,287 

 

 

 1,212,306 


CL&P Selected Sales Statistics

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013 

 

 

2012 

 

 

2011 

 

 

2010 

 

 

2009 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues: (Thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

$

 1,294,160 

 

$

 1,263,845 

 

$

 1,345,290 

 

$

1,597,754 

 

$

1,840,750 

Commercial

 

 780,585 

 

 

 732,620 

 

 

 758,145 

 

 

853,956 

 

 

958,224 

Industrial

 

 129,557 

 

 

 126,165 

 

 

 126,783 

 

 

144,463 

 

 

151,839 

Wholesale

 

 219,367 

 

 

 214,807 

 

 

 278,751 

 

 

441,660 

 

 

386,034 

Miscellaneous

 

 18,672 

 

 

 70,012 

 

 

 39,418 

 

 

(38,731)

 

 

87,691 

Total

$

 2,442,341 

 

$

 2,407,449 

 

$

 2,548,387 

 

$

2,999,102 

 

$

3,424,538 

Sales:  (GWh)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 10,314 

 

 

 9,978 

 

 

 10,092 

 

 

10,196 

 

 

9,848 

Commercial

 

 9,770 

 

 

 9,705 

 

 

 9,809 

 

 

10,002 

 

 

9,991 

Industrial

 

 2,320 

 

 

 2,426 

 

 

 2,414 

 

 

2,467 

 

 

2,427 

Wholesale

 

 851 

 

 

 1,155 

 

 

 1,592 

 

 

3,040 

 

 

3,434 

Total

 

 23,255 

 

 

 23,264 

 

 

 23,907 

 

 

25,705 

 

 

25,700 

Customers:  (Average)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 1,105,417 

 

 

 1,103,397 

 

 

 1,100,740 

 

 

1,096,576 

 

 

1,093,229 

Commercial

 

 108,735 

 

 

 108,589 

 

 

 108,235 

 

 

107,532 

 

 

107,121 

Industrial

 

 3,247 

 

 

 3,301 

 

 

 3,331 

 

 

3,359 

 

 

3,381 

Total

 

 1,217,399 

 

 

 1,215,287 

 

 

 1,212,306 

 

 

1,207,467 

 

 

1,203,731 



3127



Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations


EVERSOURCE ENERGY AND SUBSIDIARIES


The following discussion and analysis should be read in conjunction with our consolidated financial statements and related combined notes included in this combined Annual Report on Form 10-K.  References in this Annual Report on Form 10-K to "NU,"Eversource," the "Company," "we," "us," and "our" refer to Northeast UtilitiesEversource Energy and its consolidated subsidiaries.  All per share amounts are reported on a diluted basis.  The consolidated financial statements of NU,Eversource, NSTAR Electric and PSNH and the financial statements of CL&P and WMECO are herein collectively referred to as the "financial statements."


On April 30, 2015, the Company's legal name was changed from Northeast Utilities to Eversource Energy.  CL&P, NSTAR Electric, PSNH and WMECO are each doing business as Eversource Energy.  


Refer to the Glossary of Terms included in this combined Annual Report on Form 10-K for abbreviations and acronyms used throughout thisManagement's Discussion and Analysis of Financial Condition and Results of Operations.  


The only common equity securities that are publicly traded are common shares of NU.Eversource.  The earnings and EPS of each business discussed below do not represent a direct legal interest in the assets and liabilities allocated toof such business but rather represent a direct interest in our assets and liabilities as a whole.  EPS by business is a financial measure not recognized under GAAP that is calculated by dividing the Net Income Attributable to Controlling InterestCommon Shareholders of each business by the weighted average diluted NUEversource common shares outstanding for the year.period.  The discussion below also includes non-GAAP financial measures referencing our 2013, 20122015, 2014 and 20112013 earnings and EPS excluding certain integration costs incurred by Eversource parent and merger costs related to NU's merger with NSTAR and a 2011 non-recurring charge at CL&P for the establishment of a reserve to provide bill credits to its residential customers and donations to charitable organizations.our Regulated companies.  We use these non-GAAP financial measures to evaluate and to provide details of earnings by business and to more fully compare and explain our 2013, 20122015, 2014 and 20112013 results without including the impact of these non-recurring items.  Due to the nature and significance of these items on Net Income Attributable to Controlling Interest,Common Shareholders, we believe that the non-GAAP presentation is more representative of our financial performance and provides additional and useful information to readers of this report in analyzing historical and future performance by business.  These non-GAAP financial measures should not be considered as an alternative to reported Net Income Attributable to Controlling InterestCommon Shareholders or EPS determined in accordance with GAAP as an indicator of operating performance.


Reconciliations of the above non-GAAP financial measures to the most directly comparable GAAP measures of consolidated diluted EPS and Net Income Attributable to Controlling InterestCommon Shareholders are included under "Financial Condition and Business Analysis – Overview – Consolidated" and "Financial Condition and Business Analysis – Overview – Regulated Companies" inManagement's Discussion and Analysis of Financial Condition and Results of Operations, herein.  


Financial Condition and Business Analysis


Merger with NSTAR:  


On April 10, 2012, we completed our merger with NSTAR.  Unless otherwise noted, the results of NSTAR and its subsidiaries, hereinafter referred to as "NSTAR," are included in NU’s financial position, results of operations and cash flows as of December 31, 2013 and 2012, for the full year ended December 31, 2013, and for the period beginning April 10, 2012 through December 31, 2012 throughout thisManagement's Discussion and Analysis of Financial Condition and Results of Operations.


Executive Summary


The following items in this executive summary are explained in more detail in this Annual Report:  


Results:


·

We earned $786$878.5 million, or $2.49$2.76 per share, in 2013,2015, compared with $525.9$819.5 million, or $1.89$2.58 per share, in 2012.2014.  Excluding after-tax integration and merger-related costs, of $13.8we earned $894.3 million, or $0.04$2.81 per share, in 20132015 and $107.6$841.6 million, or $0.39$2.65 per share, in 2012, we earned $799.8 million, or $2.53 per share, in 2013 and $633.5 million, or $2.28 per share, in 2012.2014.  


·

Our electric distribution segment, which includes generation, earned $427$507.9 million, or $1.35$1.59 per share, in 2013,2015, compared with $292.3$462.4 million, or $1.04$1.45 per share, in 2012.  The 2012 results include $51.1 million, or $0.19 per share, of after-tax merger settlement agreement costs.


·

2014.  Our electric transmission segment earned $287$304.5 million, or $0.91$0.96 per share, in 2013,2015, compared with $249.7$295.4 million, or $0.90$0.93 per share, in 2012.


·

2014.  Our natural gas distribution segment earned $60.9$72.4 million, or $0.19$0.23 per share, in 2013,2015, compared with $30.8$72.3 million, or $0.11$0.23 per share, in 2012.2014.  The 20122015 electric and natural gas distribution results include $2.1exclude $0.8 million or $0.01 per share, of after-tax merger settlement agreementintegration costs.


·

NUEversource parent and other companies recorded earnings of $11.1earned $9.5 million, or $0.03 per share, in 2015, compared with $11.5 million, or $0.04 per share, in 2013, compared with net losses of $46.92014.  The 2015 and 2014 results exclude $15 million, or $0.16 per share, in 2012.  The 2013 and 2012 results include $13.8 million, or $0.04$0.05 per share, and $54.4$22.1 million, or $0.19$0.07 per share, respectively, of after-tax integration and merger-related costs.


Liquidity:


·

Cash flows provided by operating activities totaled $1.4 billion in 2015, compared with $1.6 billion in 2014.  Investments in property, plant and equipment totaled $1.7 billion in 2015 and $1.6 billion in 2014.  Cash and cash equivalents totaled $23.9 million as of December 31, 2015, compared with $38.7 million as of December 31, 2014.


·

In 2015, we issued approximately $1.23 billion of new long-term debt consisting of $450 million by Eversource parent, $350 million by CL&P, $250 million by NSTAR Electric, $100 million by NSTAR Gas, and $75 million by Yankee Gas.  In 2015, we repaid $212 million of existing long-term debt consisting of $162 million by CL&P and $50 million by WMECO.  


·

In 2015, we paid cash dividends on common shares of $529.8 million, compared with $475.2 million in 2014.  On February 3, 2016, our Board of Trustees approved a common share dividend payment of $0.445 per share, payable on March 31, 2016 to shareholders of record as of March 2, 2016.  The 2016 dividend represented an increase of 6.6 percent over the dividend paid in December 2015, and is the equivalent to dividends on common shares of approximately $565 million on an annual basis.  




28



·

We project to make capital expenditures of approximately $7.6$9.2 billion from 20142016 through 2017.2019.  Of the $7.6$9.2 billion, we expect to invest approximately $3.5$4.9 billion in our electric and natural gas distribution segments and $3.7$3.9 billion in our electric transmission segment.  In addition, we project to invest approximately $400 million for our corporate service companies.




32


$0.4 billion in information technology and facilities upgrades and enhancements.  These projections do not include capital investments related to Access Northeast or Clean Energy Connect.  


Strategic, Legislative, Regulatory, Policy and Other Items:


·

In 2013, CL&P and NSTAR Electric filed a request with the PURA and DPU, respectively, seeking approval to recover storm restoration costs.  On December 30, 2013,18, 2015, the DPU approved recoveryNew Hampshire Site Evaluation Committee (NH SEC) accepted NPT’s application as complete allowing the formal siting process to move forward.  The project is expected to be operational in the first half of NSTAR Electric’s $34.2 million in storm restoration costs.2019.  On February 3, 2014,January 28, 2016, NPT bid into the PURA issued a draft decision, approving recovery of CL&P’s $365 million in storm restoration costs.three-state Clean Energy RFP process.  


·

In 2013, Connecticut enactedThe Clean Energy Connect Project is a planned transmission, wind and hydro generation project that we plan to co-develop with experienced renewable generation companies.  On January 28, 2016, the Clean Energy Connect project was bid into law two significant energy bills.  The first law implemented a numberthe three-state Clean Energy RFP process.  Our investment, should the Clean Energy Connect Project be selected in the RFP process, is currently estimated to be at least $400 million and will consist of the recommendations proposed in the Connecticut comprehensive energy strategy (CES), including the expansionMassachusetts portion of natural gas service, and required PURA to implement decoupling for each of Connecticut’s electric and natural gas utilities in their next respective rate cases.  The second law allows DEEP to conduct a process that will ultimately help Connecticut meet its Renewable Portfolio Standard by authorizing the state’s electric distribution companies to enter into long-term power purchase agreements.new 25-mile, 345 kV transmission line with a 600 MW capacity.  


·

On November 22, 2013,January 28, 2016, the PURA issued a final decision approving a comprehensive jointDPU approved NSTAR Electric’s, WMECO’s, and NSTAR Gas’ three-year electric and natural gas infrastructure expansionenergy efficiency plan, (expansion plan), consistentwhich was jointly developed with the goals of the CES, that was filed in June 2013 by Yankee Gasother Massachusetts electric distribution companies (EDCs) and other Connecticut natural gas distribution companies.  The expansion plan described howOn December 31, 2015, DEEP approved CL&P’s and Yankee Gas expects to add approximately 82,000 newGas’ three-year electric and natural gas heating customers overC&LM plan, which was jointly developed with other Connecticut EDCs and natural gas distribution companies.  These electric and natural gas energy efficiency and C&LM plans include the next 10 years.  ability to earn performance incentives as well as recover LBR for NSTAR Electric until it is operating under a decoupled rate structure.


·

On July 1, 2013, NPT filed an amendment toJanuary 7, 2015, the Department of Energy (DOE) Presidential Permit Application for a proposed improved route in the northernmost section of the project area.  The DOE completed its public scoping meeting process and the majority of its seasonal field work and environmental data collection.  On December 11, 2013, NPT filed an amendment to the Transmission Services Agreement (TSA) with FERC, which was accepted on January 13, 2014.  On December 31, 2013, NPT received ISO-NE approval under Section I.3.9 of the ISO tariff.  


·

On August 6, 2013, the FERC ALJDPU issued an initial decision regarding the September 2011 joint complaint filed with the FERC by various New England parties concerning theorder concluding that NSTAR Electric had removed energy-related bad debt costs from base ROE earned by New England transmission owners (NETOs).  The initial decision found that the current base ROE is not reasonable, but leaves policy considerations and additional adjustments to the FERC, and determined that a separate base ROE of 10.6 percent and 9.7 percent should be set for the refund period (Octoberdistribution rates effective January 1, 2011 through December 31, 2012) and the prospective period (beginning when FERC issues its final decision), respectively.  The FERC may adjust the prospective period base ROE in its final decision, expected in 2014, to reflect movement in the capital markets from when the case was filed in April 2013.2006.  As a result of the DPU order, in 2013, we recorded a reservethe first quarter of 2015 NSTAR Electric increased its regulatory assets and recognized an after-tax charge of $14.3reduced its operations and maintenance expense by $24.2 million for energy-related bad debt costs through 2014, resulting in after-tax earnings of $14.5 million.  NSTAR Electric filed for recovery of the potential financial impactenergy-related bad debt costs regulatory asset from the FERC ALJ's initial decision.


·

Oncustomers and on November 20, 2013, GSRP,2015, the first, largest and most complicated project within the NEEWS family of projects was fully energized.  The project was fully energized ahead of schedule withDPU approved NSTAR Electric’s proposed rate increase to recover these costs over a final cost of $676 million, $42 million under the $718 million estimated cost.


Liquidity:


·

Cash and cash equivalents totaled $43.4 million as of December 31, 2013, compared with $45.7 million as of December 31, 2012, while investments in property, plant and equipment totaled $1.5 billion in both 2013 and 2012.


·

Cash flows provided by operating activities in 2013 totaled $1.58 billion, compared with operating cash flows of $1.05 billion in 2012 (amounts are net of RRB payments).  The improved cash flows were due primarily to the addition of NSTAR, a decrease in storm restoration costs, and the absence in 2013 of customer bill credits and merger-related costs paid in 2012, partially offset by an increase in Pension Plan cash contributions.


·

In 2013, we issued $1.68 billion of new long-term debt consisting of $750 million by NU parent, $400 million by CL&P, $200 million by NSTAR Electric, $250 million by PSNH, and $80 million by WMECO.  These new issuances were used primarily to repay approximately $928 million of existing long-term debt and PCRBs.  On12-month period, beginning January 2, 2014, Yankee Gas issued $100 million of new long-term debt.  As of December 31, 2013, approximately $502 million of NU's current liabilities relate to long-term debt that will be paid in the next 12 months.  


·

On February 4, 2014, our Board of Trustees approved a common dividend payment of $0.3925 per share, payable on March 31, 2014 to shareholders of record as of March 3, 2014.  The dividend represented an increase of 6.8 percent over the quarterly dividend paid in December 2013.




33


1, 2016.  


Overview


Consolidated:  A summary of our earnings by business, which also reconciles the non-GAAP financial measures of consolidated non-GAAP earnings and EPS, as well as EPS by business, to the most directly comparable GAAP measures of consolidated Net Income Attributable to Controlling InterestCommon Shareholders and diluted EPS, for 2013, 2012 and 2011 is as follows:


 

 

For the Years Ended December 31,

(Millions of Dollars, Except Per Share Amounts)

 

2013

 

2012(1)

 

2011

 

 

Amount

 

Per Share

 

Amount

 

Per Share

 

Amount

 

Per Share

Net Income Attributable to Controlling Interest (GAAP)

 

$

786.0 

 

$

2.49 

 

$

525.9 

 

$

1.89 

 

$

394.7 

 

$

2.22 


Regulated Companies

 

$

774.9 

 

$

2.45 

 

$

626.0 

 

$

2.25 

 

$

438.3 

 

$

2.46 

NU Parent and Other Companies

 

 

24.9 

 

 

0.08 

 

 

7.5 

 

 

0.03 

 

 

(14.4)

 

 

(0.08)

Non-GAAP Earnings

 

 

799.8 

 

 

2.53 

 

 

633.5 

 

 

2.28 

 

 

423.9 

 

 

2.38 

Integration and Merger-Related Costs (after-tax)

 

 

(13.8)

 

 

(0.04)

 

 

(107.6)

 

 

(0.39)

 

 

(11.3)

 

 

(0.06)

Storm Fund Reserve

 

 

 

 

 

 

 

 

 

 

(17.9)

 

 

(0.10)

Net Income Attributable to Controlling Interest (GAAP)

 

$

786.0 

 

$

2.49 

 

$

525.9 

 

$

1.89 

 

$

394.7 

 

$

2.22 


(1)

Results include the operations of NSTAR beginning April 10, 2012.  

 

 

For the Years Ended December 31,

 

 

2015

 

2014

 

2013

(Millions of Dollars, Except Per Share Amounts)

 

Amount

 

Per Share

 

Amount

 

Per Share

 

Amount

 

Per Share

Net Income Attributable to Common Shareholders (GAAP)

 

$

878.5 

 

$

2.76 

 

$

819.5 

 

$

2.58 

 

$

 786.0 

 

$

 2.49 


Regulated Companies

 

$

884.8 

 

$

2.78 

 

$

830.1 

 

$

2.61 

 

$

 774.9 

 

$

 2.45 

Eversource Parent and Other Companies

 

 

9.5 

 

 

0.03 

 

 

11.5 

 

 

0.04 

 

 

 24.9 

 

 

 0.08 

Non-GAAP Earnings

 

 

894.3 

 

 

2.81 

 

 

841.6 

 

 

2.65 

 

 

 799.8 

 

 

 2.53 

Integration Costs (after-tax)

 

 

(15.8)

 

 

(0.05)

 

 

(22.1)

 

 

(0.07)

 

 

 (13.8)

 

 

 (0.04)

Net Income Attributable to Common Shareholders (GAAP)

 

$

878.5 

 

$

2.76 

 

$

819.5 

 

$

2.58 

 

$

 786.0 

 

$

 2.49 


The 2013 after-tax integration-related2015 and 2014 integration costs consisted of costs incurred for employeeare associated with our branding efforts and severance in connection with ongoing integration, and consulting and retention costs.  The 2012 after-tax merger-related costs consisted of Regulated companies’ charges of $53.2 million (for further information, see theRegulated Companiesportion of this Overview section), costs of $34 million at NU parent related to investment advisory fees, attorney fees, and consulting costs, an $11.5 million charge related to change in control costs and other compensation costs at NU parent, and an $8.9 million charge at NU parent for the establishment of a fund to advance Connecticut energy goals related to the Connecticut merger settlement agreement.


Excluding the impact of the integration and merger-related costs, our 2013 earnings increased by $166.3 million, as compared to 2012, due primarily to the inclusion of NSTAR beginning April 10, 2012, lower overall operations and maintenance costs, higher retail electric and firm natural gas sales, higher transmission segment earnings as a result of increased investments in the transmission infrastructure, and the favorable impact of a lower effective tax rate in 2013 at NU parent.  Partially offsetting these favorable earnings impacts were higher depreciation and property tax expense and the establishment of an after-tax reserve of $14.3 million for a potential customer refund related to an August 2013 initial decision from the FERC ALJ.  For further information, see "FERC Regulatory Issues - FERC Base ROE Complaint" in thisManagement's Discussion and Analysis.


Regulated Companies:  Our Regulated companies consist of the electric distribution, electric transmission, and natural gas distribution segments.  Generation activities of PSNH and WMECO are included in our electric distribution segment.  A summary of our segment earnings for 2013, 2012 and 2011EPS is as follows:


 

For the Years Ended December 31,

(Millions of Dollars)

2013

 

2012(1)

 

2011

Net Income – Regulated Companies (GAAP)

$

774.9

 

$

572.8 

 

$

420.4 

 

 

 

 

 

 

 

 

 

Electric Distribution

$

427.0

 

$

343.4 

 

$

207.0 

Transmission

 

287.0

 

 

249.7 

 

 

199.6 

Natural Gas Distribution

 

60.9

 

 

32.9 

 

 

31.7 

Net Income – Regulated Companies (Non-GAAP)

 

774.9

 

 

626.0 

 

 

438.3 

Merger-Related Costs (after-tax) (2)

 

-

 

 

(53.2)

 

 

Storm Fund Reserve(3)

 

-

 

 

 

 

(17.9)

Net Income - Regulated Companies (GAAP)

$

774.9

 

$

572.8 

 

$

420.4 

 

 

For the Years Ended December 31,

 

 

2015

 

2014

 

2013

(Millions of Dollars, Except Per Share Amounts)

 

Amount

 

Per Share

 

Amount

 

Per Share

 

Amount

 

Per Share

Electric Distribution

 

$

507.9 

 

$

1.59 

 

$

462.4 

 

$

1.45 

 

$

427.0 

 

$

1.35 

Electric Transmission

 

 

304.5 

 

 

0.96 

 

 

295.4 

 

 

0.93 

 

 

287.0 

 

 

0.91 

Natural Gas Distribution

 

 

72.4 

 

 

0.23 

 

 

72.3 

 

 

0.23 

 

 

60.9 

 

 

0.19 

Non-GAAP Earnings

 

 

884.8 

 

 

2.78 

 

 

830.1 

 

 

2.61 

 

 

774.9 

 

 

2.45 

Integration Costs (after-tax)

 

 

(0.8)

 

 

 

 

 

 

 

 

 

 

Net Income - Regulated Companies

 

$

884.0 

 

$

2.78 

 

$

830.1 

 

$

2.61 

 

$

774.9 

 

$

2.45 


(1)The 2015 Regulated companies' integration costs include severance in connection with cost saving initiatives.

Results include the operations of NSTAR beginning April 10, 2012.  

(2)

Merger-related29



Excluding integration costs, are attributable to theour electric distribution segment ($51.1 million) and the natural gas distribution segment ($2.1 million).  

(3)

The storm fund reserve is attributableearnings increased $45.5 million in 2015, as compared to the electric distribution segment.  


The 2012 after-tax merger-related costs consisted of $27.6 million ($46 million pre-tax) in charges at CL&P, NSTAR Electric, NSTAR Gas and WMECO for customer bill credits related2014, due primarily to the Connecticut and Massachusetts merger settlement agreements, a $23.6 million ($40 million pre-tax) charge related to the Connecticut merger settlement agreement, whereby CL&P agreed to forego recovery of previously deferred storm restoration costs associated with Tropical Storm Irene and the October 2011 snowstorm, and a $2 million charge related to change in control costs and other compensation costs.


Excluding the impact of the merger-related costs, ourelectricDecember 1, 2014 CL&P base distribution segmentrate increase, the $27.5 million favorable earnings increased in 2013, as compared to 2012, due primarilyimpact related to the inclusionresolution of NSTAR Electric’s basic service bad debt adder and the settlement with the Massachusetts Attorney General on eleven open dockets covering the CPSL program filings and the recovery of LBR related to 2009 through 2011 energy efficiency programs at NSTAR Electric, distribution business’ earnings, lower overall operations and maintenance costsan increase in the recovery of LBR at NSTAR Electric related to 2015 energy efficiency programs, and higher retail electric sales due primarily to colder weather in the firstvolumes at NSTAR Electric and fourth quarters of 2013, as compared to the same periods in 2012.  The 2013 results were also favorably impacted by PSNH rate increases effective July 1, 2012 and July 1, 2013 as a result of the 2010 distribution rate case settlement.PSNH.  Partially offsetting these favorable earnings impacts were a higher effective tax rate in 2015, higher property taxes, higher depreciation expense and property tax expense.




34


a $5 million contribution in 2015 to create a clean energy fund in connection with the PSNH divestiture agreement.  


Our electric transmission segment earnings increased $9.1 million in 2013,2015, as compared to 2012,2014, due primarily to the inclusionresult of NSTAR Electriclower reserve charges associated with the FERC ROE complaint proceedings of $12.4 million recorded in 2015, as compared to $22.4 million recorded in 2014, and a higher transmission business’ earnings,rate base as a result of an increased investmentsinvestment in our transmission infrastructure, including GSRP,infrastructure.  These favorable earnings impacts were partially offset by a higher effective tax rate in 2015.


Our natural gas distribution segment earnings increased $0.1 million in 2015, as compared to 2014.  Our natural gas distribution segment earnings were favorably impacted by a decrease in operations and the favorable impact ofmaintenance costs primarily attributable to lower employee-related expenses, a lower effective tax rate in 2013, partially2015, and additional natural gas heating customers.  These favorable earnings impacts were offset by a decrease in firm natural gas sales volumes driven by record warm weather in the $14.3 million after-tax reserve relatedfourth quarter of 2015, as compared to the August 2013 FERC ALJ initial decision.2014, higher depreciation expense and higher property taxes.


Eversource Parent and Other Companies:  Excluding the impact of the merger-relatedintegration costs, ournatural gas distribution segmentEversource parent and other companies had earnings increasedof $9.5 million in 2013,2015, compared with earnings of $11.5 million in 2014.  The earnings decrease was due primarily to a higher effective tax rate at Eversource parent in 2015, as compared to 2012, due primarily to the inclusion of NSTAR Gas’ earnings,2014, higher firm natural gas sales due primarily to colder weather in the first and fourth quarters of 2013, as compared to the same periods in 2012, as well as the addition of approximately 10,000 new natural gas heating customers in 2013, and the favorable impact related to an increase in Yankee Gas rates effective July 1, 2012interest expense at Eversource parent as a result of new debt issuances in January 2015, and reduced earnings in 2015 from Eversource's unregulated electrical contracting business, which was sold in April 2015.  These unfavorable earnings impacts were partially offset by a reduction in operations and maintenance costs.


Electric and Natural Gas Sales Volumes:  Weather, fluctuations in energy supply costs, conservation measures (including utility-sponsored energy efficiency programs), and economic conditions affect customer energy usage.  Industrial sales volumes are less sensitive to temperature variations than residential and commercial sales volumes.  In our service territories, weather impacts electric sales volumes during the Yankee Gas 2011summer and both electric and natural gas sales volumes during the winter; however, natural gas sales volumes are more sensitive to temperature variations than are electric sales volumes.  Customer heating or cooling usage may not directly correlate with historical levels or with the level of degree-days that occur.


Fluctuations in retail electric sales volumes at NSTAR Electric and PSNH impact earnings ("Traditional" in the table below).  For CL&P (effective December 1, 2014) and WMECO, fluctuations in retail electric sales volumes do not impact earnings due to their respective regulatory commission approved revenue decoupling mechanisms (“Decoupled” in the table below).  These distribution revenues are decoupled from their customer sales volumes, which breaks the relationship between sales volumes and revenues recognized.  CL&P and WMECO reconcile their annual base distribution rate case decision.recovery amounts to their respective pre-established levels of baseline distribution delivery service revenues.  Any difference between the allowed level of distribution revenue and the actual amount incurred during a 12-month period is adjusted through rates in the following period.  


A summary of our retail electric GWh sales volumes and percentage changes, assuming NSTAR Electric had been part of the NU electric distribution system for all periods, as well as percentage changes in CL&P, NSTAR Electric, PSNH and WMECO retail electric GWh sales, is as follows:


 

For the Year Ended
December 31, 2013 Compared to 2012

 

Sales (GWh)

 

 

NU - Electric

2013

 

2012(1)

 

Percentage
Increase/
(Decrease)

Residential

21,896

 

21,374

 

2.4 %

Commercial(2)

27,787

 

27,647

 

0.5 %

Industrial

5,648

 

5,787

 

(2.4)%

Total

55,331

 

54,808

 

1.0 %


 

For the Year Ended December 31, 2013 Compared to 2012

 

CL&P

 

NSTAR
Electric

 

PSNH

 

WMECO

Electric

Percentage
Increase/
(Decrease)

 

Percentage
Increase/
(Decrease)

 

Percentage
Increase

 

Percentage
Increase/
(Decrease)

Residential

3.4 %

 

1.3 %

 

2.2%

 

1.7 %

Commercial(2)

0.7 %

 

0.4 %

 

0.6%

 

(0.4)%

Industrial

(4.4)%

 

(3.0)%

 

2.1%

 

(3.0)%

Total

1.3 %

 

0.5 %

 

1.5%

 

- %


(1)

Results include retail electric sales of NSTAR Electric from January 1, 2012 through December 31, 2012 for comparative purposes only.  

(2)

Commercial retail electric GWh sales include streetlighting and railroad retail sales.


A summary of our firm natural gas sales volumes in million cubic feet and percentage changes assuming NSTAR Gas had been part of the NU natural gas distribution system for all periods, as well as percentage changes in Yankee Gas and NSTAR Gas, for 2013, as compared to 2012, is as follows:


 

For the Year Ended
December 31, 2013 Compared to 2012

 

Sales (million cubic feet)

 

Percentage

NU - Firm Natural Gas

2013

 

2012(1)

 

Increase

Residential

36,777

 

30,873

 

19.1%

Commercial

40,215

 

35,662

 

12.8%

Industrial

21,266

 

20,992

 

1.3%

Total

98,258

 

87,527

 

12.3%

Total, Net of Special Contracts(2)

94,083

 

81,772

 

15.1%




35




For the Year Ended
December 31, 2013 Compared to 2012

For the Year Ended December 31, 2015 Compared to 2014

Sales Volumes (GWh)

 

Percentage

Electric

2015 

 

2014 

 

Increase/(Decrease)

Traditional:

 

 

 

 

 

Residential

9,882 

 

9,798 

 

0.9% 

Commercial

16,486 

 

16,340 

 

0.9% 

Industrial

2,614 

 

2,673 

 

(2.2)%

Total - Traditional

28,982 

 

28,811 

 

0.6% 

 

 

 

 

 

Decoupled:

 

 

 

 

 

Residential

11,559 

 

11,519 

 

0.3% 

Commercial

11,112 

 

11,109 

 

- % 

Industrial

2,963 

 

3,003 

 

(1.3)%

Total - Decoupled

25,634 

 

25,631 

 

- %

Total Sales Volumes

54,616 

 

54,442 

 

0.3%

Sales (million cubic feet)

 

Yankee Gas

 

NSTAR Gas(3)

For the Year Ended December 31, 2015 Compared to 2014

Percentage

 

Percentage

Sales Volumes (million cubic feet)

 

Percentage

Firm Natural Gas

Increase/(Decrease)

 

Increase

2015 

 

2014 

 

Increase/(Decrease)

Residential

19.0 %

 

19.2%

38,455 

 

38,969 

 

(1.3)% 

Commercial

13.9 %

 

11.8%

43,006 

 

42,977 

 

0.1 % 

Industrial

(1.9)%

 

10.9%

21,538 

 

22,245 

 

(3.2)% 

Total

9.8 %

 

14.9%

Total, Net of Special Contracts(2)

15.3 %

 

 

Total Sales Volumes

102,999 

 

104,191 

 

(1.1)% 

Total, Net of Special Contracts(1)

98,458 

 

99,500 

 

(1.0)% 


(1)

Results include firm natural gas sales of NSTAR Gas from January 1, 2012 through December 31, 2012 for comparative purposes only.

(2)

Special contracts are unique to the natural gas distribution customers who take service under such an arrangement and generally specify the amount of distribution revenue to be paid to Yankee Gas regardless of the customers’customers' usage.

(3)

NSTAR Gas’ sales data for the year ended December 31, 2013 compared to 2012 has been provided for comparative purposes only.30


Weather, fluctuations in energy supply costs, conservation measures (including company-sponsored energy efficiency programs), and economic conditions affect customer energy usage.  Industrial sales are less sensitive to temperature variations than residential and commercial sales.  In our service territories, weather impacts electric sales during the summer and electric and natural gas sales during the winter (natural gas sales are more sensitive to temperature variations than electric sales).  Customer heating or cooling usage may not directly correlate with historical levels or with the level of degree-days that occur.  In addition, our electric and natural gas businesses are susceptible to damage from major storms and other natural events and disasters that could adversely affect our ability to provide energy.


Our 2013 consolidated2015 retail electric sales volumes at our electric utilities with a traditional rate structure (NSTAR Electric and PSNH) were slightly higher, as compared to 2012,2014, due primarily to the impact of colder winter weather experienced in the first quarter of 2015 and warmer weather in the first and fourth quartersthird quarter of 2013.  The 2013 retail electric sales for CL&P, NSTAR Electric and PSNH increased while they remained unchanged for WMECO, as compared to 2012, due primarily to colder2015, partially offset by milder winter weather in the first and fourth quartersquarter of 2013.2015 throughout those service territories.  In 2013,2015, heating degree days were 171 percent higher in Connecticut and western Massachusetts, 16 percenthigherlower in the Boston metropolitan area, and 15 percent higher in New Hampshire, and cooling degree days were 7 percent lower in Connecticut and western Massachusetts, 2 percenthigher in the Boston metropolitan area, and 95 percent lower in New Hampshire, as compared to 2012.  On a weather-normalized basis (based on 30-year average temperatures), 20132014.  Cooling degree days in 2015 were 19 percent higher in the Boston metropolitan area and 57 percent higher in New Hampshire, as compared to 2014.  Weather-normalized retail electric sales for CL&P and PSNH increased, while they decreased for NSTAR Electric and WMECO,volumes were relatively unchanged in 2015, as compared to 2012.  The 2013 weather-normalized NU consolidated total retail electric sales remained relatively unchanged, as compared to 2012.


For WMECO, fluctuations2014.  Improved economic conditions were offset by an increase in retail electric sales do not impact earnings due to the DPU-approved revenue decoupling mechanism.  Under this decoupling mechanism, WMECO has an overall fixed annual level of distribution delivery service revenues of $132.4 million, comprised of customer base rate revenues of$125.4 million and a baseline low income discount recovery of $7 million.  These two mechanisms effectively break the relationship between sales volume and revenues recognized.conservation efforts resulting from company-sponsored energy efficiency programs.


Our 2013 consolidated firm natural gas sales volumes are subject to many of the same influences as our retail electric sales butvolumes.  In addition, they have benefittedbenefited from favorablecustomer growth in both of our natural gas prices and customer growth across all three customer classes.  Our 2013distribution companies.  In 2015, consolidated firm natural gas sales volumes were higher,lower, as compared to 2012, due primarily2014.  The 2015 firm natural gas sales volumes were negatively impacted by record warm weather in the fourth quarter of 2015, when compared to 2014, partially offset by colder winter weather in the first and fourth quartersquarter of 2013.  The 2013 weather-normalized NU2015, as compared to 2014, throughout our natural gas service territories.  Weather-normalized Eversource consolidated total firm natural gas sales volumes increased 0.92.5 percent in 2015, as compared to 2012,2014, due primarily to improved economic conditions as well as residential and commercial customer growth, an increase in natural gas conversions,partially offset by customer conservation efforts resulting from company-sponsored energy efficiency programs.  On October 30, 2015, the migration of interruptible customers switching to firm service rates, and the addition of gas-fired distributed generation, all of which was primarilyDPU issued its order in the YankeeNSTAR Gas service territory.distribution rate case, which included the establishment of a revenue decoupling mechanism beginning January 1, 2016.


NU Parent and Other Companies:  NU parent and other companies (which includes certain subsidiariesPrior to December 1, 2014, CL&P earned LBR related to reductions in sales volume as a result of successful energy efficiency programs.  LBR was recovered from retail customers through the FMCC.  Effective December 1, 2014, CL&P no longer earns LBR due to its revenue decoupling mechanism.  NSTAR beginning April 10, 2012, and our competitive businesses held by NU Enterprises) earned $11.1Electric recognized LBR of $60.6 million in 2013, compared with net losses of $46.92015 and $39.9 million in 2012.  Excluding the impact2014.  On January 28, 2016, NSTAR Electric received approval of integrationa three-year energy efficiency plan, which includes recovery of LBR until it is operating under a decoupled rate structure.  


For further information, see "Regulatory Developments and merger-related costsRate Matters - Massachusetts - NSTAR Electric, WMECO and NSTAR Gas Energy Efficiency Plan" and "Regulatory Developments and Rate Matters - Massachusetts - NSTAR Gas Distribution Rates"  in thisManagement's Discussion and Analysis of $13.8 million in 2013Financial Conditions and $54.4 million in 2012, NU parent and other companies earned $24.9 million in 2013, compared with $7.5 million in 2012.  Improved 2013 results were due primarily to a lower effective tax rate, a decrease in interest expense at NU parent, and an increase in earnings at the unregulated businesses.Results of Operations.


Future Outlook


20142016 EPS Guidance:  We currently project 20142016 earnings of between $2.60$2.90 per diluted share and $2.75$3.05 per diluted share.


Liquidity


Consolidated:  Cash and cash equivalents totaled $43.4$23.9 million as of December 31, 2013,2015, compared with $45.7$38.7 million as of December 31, 2012.2014.


CL&PLong-Term Debt Issuances and Repayments:  On January 15, 2015, Eversource parent issued $400$150 million of 2.5 percent 2013 Series A First and Refunding Mortgage Bonds on January 15, 2013, due to mature in 2023.  The proceeds, net of issuance costs, were used to pay short-term borrowings outstanding under the CL&P credit agreement of $89 million and intercompany loans related to our commercial paper program of $305.8 million.  On September 3, 2013, CL&P



36



redeemed at par $125 million of 1.25 percent Series B 2011 PCRBs, which were subject to mandatory tender for purchase, using short-term debt.  


NSTAR Electric issued $200 million of three-year floating rate debentures on May 17, 2013, due to mature in 2016.  The proceeds, net of issuance costs, were used to pay short-term borrowings and for general corporate purposes.


PSNH redeemed at par approximately $109 million of the 5.45 percent 2001 Series C PCRBs on May 1, 2013, which were due to mature in 2021, using short-term debt.  On November 14, 2013, PSNH issued $250 million of 3.50 percent Series S First Mortgage Bonds, due to mature in 2023.  On December 23, 2013, PSNH redeemed approximately $89 million of the 4.75 percent Series B PCRBs, which were due to mature in 2021, using a portion of the proceeds from the Series S First Mortgage Bonds.  The remaining Series S First Mortgage Bond proceeds were used to pay short-term borrowings.


WMECO repaid at maturity $55 million of 5 percent Series A Senior Notes on September 1, 2013, using short-term debt.  On November 15, 2013, WMECO issued $80 million of 3.881.60 percent Series G Senior Notes, due to mature in 2023.  The proceeds, net of issuance costs, were used to pay short-term borrowings2018, and for other working capital purposes.  


NU parent issued $750 million of Senior Notes on May 13, 2013, consisting of $300 million of 1.453.15 percent Series EH Senior Notes, due to mature in 2018,2025.  


On May 20, 2015 and $450December 1, 2015, CL&P issued $300 million and $50 million, respectively, of 2.804.15 percent 2015 Series F Senior Notes,A First and Refunding Mortgage Bonds due to mature in 2023.  2045.  


On September 10, 2015, Yankee Gas issued $75 million of 3.35 percent 2015 Series M First Mortgage Bonds due to mature in 2025.  


On November 18, 2015, NSTAR Electric issued $250 million of 3.25 percent debentures, due to mature in 2025.  


On December 8, 2015, NSTAR Gas issued $100 million of 4.35 percent Series O First Mortgage Bonds due to mature in 2045.


The proceeds of all debt issuances, net of issuance costs, were used to repay short-term borrowings and fund capital expenditures and working capital.


On April 1, 2015, CL&P repaid at maturity the NU parent $250$100 million 5.655.00 percent 2005 Series A First and Refunding Mortgage Bonds and also redeemed the $62 million 1996A Series 1.55 percent PCRBs that were subject to mandatory tender, using short term borrowings.


On August 3, 2015, WMECO repaid at maturity the $50 million 5.24 percent Series C Senior Notes, that matured on June 1, 2013 and the NU parent $300 million floating rate Series D Senior Notes that matured on September 20, 2013.  The remaining net proceeds were used to repay commercial paper program borrowings and for working capital purposes.


Yankee Gas issued $100 million of 4.82 percent Series L First Mortgage Bonds on January 2, 2014, due to mature in 2044.  The proceeds, net of issuance costs, were used to repay the $75 million 4.80 percent Series G First Mortgage Bonds that matured on January 1, 2014 and to pay $25 million inusing short-term borrowings.


Long-Term Debt Issuance Authorizations:  On July 31, 2013,November 25, 2015, PURA approved Yankee Gas’ request to extend the FERC granted authorization allowing CL&P and WMECO to incur total short-term borrowingsperiod for issuance of up to a maximum of $600$125 million and $300 million, respectively, effective January 1, 2014 throughin long-term debt from December 31, 2015.  On May 16, 2012, the FERC granted authorization2015 to allow NSTAR Electric to issue total short-term debt securities in an aggregate principal amount not to exceed $655 million outstanding at any one time, effective October 23, 2012 through October 23, 2014.December 31, 2016.  On December 23, 2013,4, 2015, the DPU authorized NSTAR ElectricWMECO to issue up to $800$100 million in long-term debt for the two-year period endingthrough December 31, 2015.2016.  On September 26, 2013,December 4, 2015, the NHPUC issued an order, effective October 8, 2013, approving PSNH'sDPU approved NSTAR Electric’s request to issueextend the authorization period for issuance of up to $315$250 million in long-term debt throughfrom December 31, 2014, and2015 to refinance approximately $89 million Series B PCRBs through its existing maturity of May 2021.December 31, 2016.  


On September 6, 2013, NUCredit Agreements and Commercial Paper Programs:  Eversource parent, CL&P, PSNH, WMECO, NSTAR Gas and Yankee Gas amended their jointare parties to a five-year $1.15$1.45 billion revolving credit facility.  On October 26, 2015, this revolving credit facility dated July 25, 2012, by increasingwas amended and restated and the aggregate principal amount available thereunder by $300 million to $1.45 billion, extending the expirationtermination date from July 25, 2017was extended to September 6, 2018,4, 2020.  Under the revolving credit facility, CL&P has a borrowing sublimit of $600 million, and increasing CL&P's borrowing sub-limit from $300 million to $600 million. PSNH and WMECO each have borrowing sub-limitssublimits of $300 million.  Simultaneously, effective September 6, 2013, the CL&P $300 millionThe revolving credit facility was terminated.


On September 6, 2013, NSTAR Electric amended its five-year $450 million revolving credit facility, dated July 25, 2012, by extending the expiration date from July 25, 2017serves to September 6, 2018.  


On September 6, 2013, NU parent’s $1.15backstop Eversource parent's $1.45 billion commercial paper program.  The commercial paper program was increased by $300 millionallows Eversource parent to $1.45 billion.


issue commercial paper as a form of short-term debt.  As of December 31, 2013, NU2015 and 2014, Eversource parent had approximately $1.01$1.1 billion in short-term borrowings outstanding on each date under itsthe



31



Eversource parent commercial paper program, leaving $435.5$351.5 million and $348.9 million of available borrowing capacity.capacity as of December 31, 2015 and 2014, respectively.  The weighted-average interest rate on these borrowings as of December 31, 20132015 and 2014 was 0.240.72 percent which is generally based on money market rates.and 0.43 percent, respectively.  As of December 31, 2013,2015, there were intercompany loans from Eversource parent of $277.4 million to CL&P, $231.3 million to PSNH and $143.4 million to WMECO.  As of December 31, 2014, there were intercompany loans from Eversource parent of $133.4 million to CL&P, $90.5 million to PSNH and $21.4 million to WMECO.  


NSTAR Electric has a five-year $450 million revolving credit facility.  On October 26, 2015, this revolving credit facility was amended and restated and the termination date was extended to September 4, 2020.  The facility serves to backstop NSTAR Electric's $450 million commercial paper program.  As of December 31, 2015 and 2014, NSTAR Electric had $103.5$62.5 million and $302 million, respectively, in short-term borrowings outstanding under its commercial paper program, leaving $346.5$387.5 million and $148 million of available borrowing capacity.capacity as of December 31, 2015 and 2014, respectively.  The weighted-average interest rate on these borrowings as of December 31, 20132015 and 2014 was 0.130.40 percent which is generally based on money market rates.  and 0.27 percent, respectively.


Cash Flows:  Cash flows provided by operating activities totaled $1.4 billion in 2015, compared with $1.6 billion in 2014.  The decrease in operating cash flows in 2015 compared to 2014 was due primarily to the $302 million payment made to fully satisfy the obligation with the DOE, as discussed below, and an increase in purchased power and congestion costs at NSTAR Electric, WMECO and CL&P that will be recovered in future periods.  Also contributing to the decrease in operating cash flows were DOE Damages proceeds received from the Yankee Companies of $4.7 million in 2015, compared to $132 million in 2014.  Partially offsetting these unfavorable cash flow impacts were a decrease of $49.2 million in Pension and PBOP Plan cash contributions in 2015, as compared to 2014, and lower federal income tax payments of approximately $324 million in 2015, as compared to 2014, primarily due to the extension of the accelerated depreciation deduction.  


In late 2015, CL&P and WMECO made payments of $244.6 million and $57.4 million, respectively, to fully satisfy their obligations with the DOE, which were classified as long-term debt on the balance sheets as of December 31, 2014, for costs associated with the disposal of spent nuclear fuel and high-level radioactive waste for all periods prior to 1983 from their previous ownership interest in the Millstone nuclear power station.  CL&P and WMECO divested their ownership interest in Millstone in 2001.  These payments included accumulated interest of $178 million and $41.8 million for CL&P and WMECO, respectively.  CL&P funded its payment with the issuance of debt, and WMECO liquidated its spent nuclear fuel trust to satisfy its obligation with the DOE.  


On December 18, 2015, the "Protecting Americans from Tax Hikes" Act became law, which extended the accelerated deduction of depreciation to businesses from 2015 through 2019.  This extended stimulus provides us with cash flow benefits in 2016 of approximately $275 million (including approximately $105 million for CL&P) due to a refund of taxes paid in 2015 and lower expected tax payments in 2016 of approximately $300 million.


In 2015, we paid cash dividends of $529.8 million, or $1.67 per common share, compared with $475.2 million, or $1.57 per share in 2014.  Our quarterly common share dividend payment was $0.4175 per share, in 2015, as compared to $0.3925 per share, in 2014.  On February 3, 2016, our Board of Trustees approved a common share dividend payment of $0.445 per share, payable on March 31, 2016 to shareholders of record as of March 2, 2016.  The 2016 dividend represented an increase of 6.6 percent over the dividend paid in December 2015, and is equivalent to dividends on common shares of approximately $565 million on an annual basis.  


In 2015, CL&P, NSTAR Electric, PSNH, and WMECO paid $196 million, $198 million, $106 million, and $37.2 million, respectively, in common stock dividends to Eversource parent.  


Investments in Property, Plant and Equipment on the statements of cash flows do not include amounts incurred on capital projects but not yet paid, cost of removal, AFUDC related to equity funds, and the capitalized portions of pension expense.  In 2015, investments for Eversource, CL&P, NSTAR Electric, PSNH, and WMECO were $1.7 billion, $523.8 million, $469.5 million, $308 million, and $134.6 million, respectively.  


Each of NU,Eversource, CL&P, NSTAR Electric, PSNH and WMECO use its available capital resources to fund its respective construction expenditures, meet debt requirements, pay operating costs, including storm-related costs, pay dividends and fund other corporate obligations, such as pension contributions.  The current growth in NU’s transmissionEversource's construction expenditures utilizes a significant amount of cash for projects that have a long-term return on investment and recovery period.  In addition, NU’sEversource's Regulated companies recover itstheir electric and natural gas distribution construction expenditures as the related project costs are depreciated over the life of the assets.  This impacts the timing of the revenue stream designed to fully recover the total investment plus a return on the equity portion ofand debt used to finance the cost and related financing costs.investments.  These factors have resulted in current liabilities exceeding current assets by approximately $1.2 billion, $398$371 million and $339$82 million at NU, CL&PEversource and NSTAR Electric,WMECO, respectively, as of December 31, 2013.2015.


As of December 31, 2013, $501.72015, a total of $200 million of NU's obligationsEversource’s long-term debt classified as current liabilities, relates to long-term debt thatall at NSTAR Electric, will be paid in the next 12 months, consistingmonths.  The remaining $28.9 million of $150 million for CL&P, $301.7 million for NSTAR Electric and $50 million for PSNH.  In addition, $31.7 millionEversource's long-term debt classified as current liabilities relates to the amortization of the purchase accounting fair value adjustmentadjustments from the merger that will be amortized in the next twelve months.  NU,12 months and have no cash flow impact.  Eversource, with its strong credit ratings, has several options available in the financial markets to repay or refinance these maturities with the issuance of new long-term debt.  NU,Eversource, CL&P, NSTAR Electric, PSNH and WMECO will reduce their short-term borrowings with cash



37



received from operating cash flows or with the issuance of new long-term debt, determined by considering capital requirements and maintenance of NU'sEversource's credit rating and profile.  Management expectsWe expect the future operating cash flows of NU,Eversource, CL&P, NSTAR Electric, PSNH and WMECO, along with the access to financial markets, will be sufficient to meet any future operating requirements and capital investment forecasted opportunities.




32



Credit Ratings:On March 15, 2013, NSTAR Electric made its final principalApril 23, 2015, S&P upgraded the corporate credit ratings by one level and interest payment on approximately $675 millionchanged the outlooks to stable from positive of RRBs that were issued in March 2005.  On May 1, 2013, PSNH made its final principal and interest payment on approximately $525 million of RRBs that were issued in April 2001.  On June 1, 2013, WMECO made its final principal and interest payment on approximately $155 million of RRBs that were issued in May 2001.  As a result,Eversourceparent, CL&P, NSTAR Electric, PSNH, WMECO, Yankee Gas and NSTAR Gas.  On May 19, 2015, Moody's changed the outlooks of PSNH and WMECO are no longer recovering any paymentsto positive from customers associated with these RRBs, which reduced NSTAR Electric’s, PSNH’sstable and WMECO’s cash flows provided by operating activities in 2013, compared with 2012.  There was no impact on operating cash flows netaffirmed their corporate credit ratings.  On June 2, 2015, Fitch changed the outlooks to positive from stable of RRB payments.


Cash flows provided by operating activities totaled $1.58 billion in 2013, compared with $1.05 billion in 2012CL&P, PSNH and $901.1 million in 2011 (all amounts are netWMECO and affirmed its corporate credit ratings of RRB payments, which are included in financing activities on the accompanying statements of cash flows).  The improved operating cash flows were due primarily to the addition of NSTAR, which contributed $138.1 million of operating cash flows (net of RRB payments) in the first quarter of 2013, a decrease of approximately $100 millionin cash disbursements for storm restoration costs associated primarily with the February 2013 blizzard, as compared to 2012 cash disbursements for storm restoration costs associated primarily with Tropical Storm Irene and the October 2011 snowstorm, the absence in 2013 of $73 million in 2012 cash disbursements atEversourceparent, CL&P, NSTAR Electric, PSNH, WMECO and NSTAR Gas and WMECO related to customer bill credits, and the absence in 2013 of $35 million ofmerger-related cash payments made in 2012.  In addition, operating cash flows benefited from an increase in amortization of regulatory deferrals primarily attributable to tracking mechanisms where such revenues exceeded costs resulting in a favorable cash flow impact.  Partially offsetting these favorable cash flow impacts was a $62.3 million increase in Pension Plan cash contributions, increases in coal and fuel inventories, and changes in traditional working capital amounts due primarily to the timing of accounts receivable and accounts payable.  The improved operating cash flows in 2012, compared with 2011, were due primarily to the addition of NSTAR, partially offset by an increase in storm restoration costs, pension plan cash contributions, customer bill credits, and merger-related costs.Gas.  


A summary of our corporate credit ratings and outlooks by Moody's, S&P and Fitch is as follows:


 

 

Moody's

 

S&P

 

Fitch

 

 

Current

 

Outlook

 

Current

 

Outlook

 

Current

 

Outlook

NUEversource Parent

 

Baa1

 

Stable

 

A-A

 

Stable

 

BBB+

 

Stable

CL&P

 

Baa1

 

Stable

 

A-A

 

Stable

 

BBB+

 

StablePositive

NSTAR Electric

 

A2

 

Stable

 

A-A

 

Stable

 

A

 

Stable

PSNH

 

Baa1

 

StablePositive

 

A-A

 

Stable

 

BBB+

 

StablePositive

WMECO

 

A3

 

StablePositive

 

A-A

 

Stable

 

BBB+

 

StablePositive


A summary of the current credit ratings and outlooks by Moody's, S&P and Fitch for senior unsecured debt of NUEversource parent, NSTAR Electric, and WMECO and senior secured debt of CL&P and PSNH is as follows:


 

 

Moody's

 

S&P

 

Fitch

 

 

Current

 

Outlook

 

Current

 

Outlook

 

Current

 

Outlook

NUEversource Parent

 

Baa1

 

Stable

 

BBB+A- 

 

Stable

 

BBB+ 

 

Stable

CL&P

 

A2

 

Stable

 

AA+ 

 

Stable

 

 

StablePositive

NSTAR Electric

 

A2

 

Stable

 

A-A  

 

Stable

 

A+

 

Stable

PSNH

 

A2

 

Positive

A+ 

Stable

A  

Positive

WMECO

A3

Positive

 

A  

 

Stable

 

A  

Stable

WMECO

A3

Stable

A-

 

Stable

A-

StablePositive


On February 14, 2013, S&P revised its criteria for rating utility first mortgage bonds, resulting in one-level upgrades of CL&P and PSNH first mortgage bonds by S&P.  On January 31, 2014, Moody's upgraded corporate credit and securities ratings of NU, CL&P and PSNH by one level and WMECO by two-levels.


We paid common dividends of $462.7 million in 2013, compared with $375 million in 2012.  The increase was due primarily to the issuance of approximately 136 million of NU common shares to the NSTAR shareholders on April 10, 2012 as a result of the merger, and an increase of approximately 7.1 percent in our common dividend paid beginning in March 2013.  On February 4, 2014, our Board of Trustees approved a common dividend payment of $0.3925 per share, payable on March 31, 2014 to shareholders of record as of March 3, 2014.  The dividend represented an increase of 6.8 percent over the dividend paid in December 2013.


CL&P, NSTAR Electric, PSNH, and WMECO paid $152 million, $56 million, $68 million, and $40 million, respectively, in common dividends to their respective parent company in 2013.  


Investments in Property, Plant and Equipment on the accompanying statements of cash flows do not include amounts incurred on capital projects but not yet paid, cost of removal, AFUDC related to equity funds, and, for certain subsidiaries, the capitalized portions of pension expense.  In 2013, investments for NU, CL&P, NSTAR Electric, PSNH, and WMECO were $1.5 billion, $434.9 million, $476.6 million, $186 million, and $128.8 million, respectively.  




38



Business Development and Capital Expenditures


Consolidated:  Our consolidated capital expenditures, including amounts incurred but not paid, cost of removal, AFUDC, and the capitalized portions of pension expense (all of which are non-cash factors), totaled $1.9 billion in 2015, $1.7 billion in 2014, and $1.6 billion in 2013, $1.5 billion in 2012, and $1.2 billion in 2011.2013.  These amounts included $102 million in 2015, $58.3 million in 2014, and $44.7 million in 2013 $43.1 million in 2012, and $51.9 million in 2011, related to our corporate service companies, NUSCOinformation technology and RRR.facilities upgrades and enhancements, primarily at Eversource Service and The Rocky River Realty Company.


Natural Gas Transmission Business:  


Access Northeast:  Access Northeast is a natural gas pipeline and storage project (the "Project") being developed jointly by Eversource, Spectra Energy Corp and National Grid.  Access Northeast will enhance the Algonquin and Maritimes & Northeast pipeline systems using existing routes and will include two new LNG storage tanks and liquefaction and vaporization facilities in Acushnet, Massachusetts that will be connected to the Algonquin gas pipeline.  The Project is expected to be capable of delivering approximately 900 million cubic feet of additional natural gas per day to New England on peak demand days.  Eversource and Spectra Energy Corp each own a 40 percent interest in the Project, with the remaining 20 percent interest owned by National Grid.  The total projected cost for both the pipeline and the LNG storage is expected to be approximately $3 billion with anticipated in-service dates commencing in November 2018.  The Project is subject to FERC and other federal and state regulatory approvals.  On November 17, 2015, the FERC accepted the Project’s request to initiate the pre-filing review process.  Upon completion of the pre-filing review, a certificate application will be filed with the FERC.  In late 2015, the Project bid into the New England Natural Gas Pipeline Capacity RFP conducted by certain EDCs in Massachusetts and Rhode Island, including NSTAR Electric and WMECO in Massachusetts, and in December 2015 and January 2016, those Massachusetts EDCs filed with the DPU seeking approval of the contracts for pipeline and storage capacity with the Project.  We expect the Rhode Island EDC to file its selected contracts with the Rhode Island regulatory agencies in the first half of 2016.  In February 2016, PSNH filed for approval with the NHPUC, its proposed contract for natural gas pipeline capacity and storage with the Project.  For further information on the RFP process, see "Regulatory Developments and Rate Matters – General – New England Natural Gas Pipeline Capacity" in thisManagement's Discussion and Analysis of Financial Conditions and Results of Operations.  


Electric Transmission Business:  Overall,Our consolidated electric transmission business capital expenditures increased by $10.5$106 million in 2013,2015, as compared with 2012, due primarily to the addition of NSTAR Electric's capital expenditures, partially offset by the completion of the WMECO portion of GSRP.2014.  A summary of electric transmission capital expenditures by company in 2013, 2012 and 2011 is as follows:  


 

For the Years Ended December 31,

 

For the Years Ended December 31,

(Millions of Dollars)

 

2013

 

2012(1)

 

2011

 

2015

 

2014

 

2013

CL&P

 

$

211.9

 

$

182.5

 

$

128.6

 

$

252.9 

 

$

259.2 

 

$

 211.9 

NSTAR Electric

 

 

220.8

 

 

160.7

 

 

N/A   

 

 

238.2 

 

 

223.8 

 

 

 220.8 

PSNH

 

 

99.7

 

 

55.7

 

 

68.1

 

 

161.2 

 

 

120.8 

 

 

 99.7 

WMECO

 

 

87.2

 

 

214.7

 

 

236.8

 

 

116.0 

 

 

68.5 

 

 

 87.2 

NPT

 

 

39.9

 

 

35.4

 

 

25.9

 

 

38.3 

 

 

28.3 

 

 

 39.9 

Total Transmission Segment

 

$

659.5

 

$

649.0

 

$

459.4

Total Electric Transmission Segment

 

$

806.6 

 

$

700.6 

 

$

 659.5 


(1)

Results include the transmission capital expenditures of NSTAR Electric beginning April 10, 2012.  33



NEEWS: GSRP,The Interstate Reliability Project (IRP), the first, largest and most complicatedsecond project within the NEEWS family of projects, was fully energized on November 20, 2013.December 18, 2015.  The project involved the construction of 115 kV and 345 kV overhead lines by CL&P and WMECO from Ludlow, Massachusetts to Bloomfield, Connecticut.  This transmission upgrade ensures the reliable flow of power in and around the southern New England area and enables access to less expensive generation, further reducing the risk of congestion costs impacting New England customers.  The project was fully energized ahead of schedule with a final cost of $676 million, $42 million under the $718 million estimated cost.  As of December 31, 2013, CL&P and WMECO have placed $628.2 million in service.  


The Interstate Reliability Project, which includes CL&P’s&P's construction of an approximately 40-mile, 345 kV345-kV overhead line from Lebanon, Connecticut to the Connecticut-Rhode Island border in Thompson, Connecticut where it will connectconnects to transmission enhancements being constructed by National Grid is the second major NEEWS project.  All siting applications have been filed by CL&P and National Grid.  The Connecticut andin Rhode Island portions of the project have been approved and a siting approval decision in Massachusetts is expected in early 2014.  On February 12, 2014, the Army Corps of Engineers issued its permit enabling construction on the Connecticut portion of the project.  This is the final permit for the Connecticut portion of the project.  NU’s portion of the cost is estimated to be $218 million and the project is expected to beIsland.  IRP was placed in service in late 2015.


The Greater Hartford Central Connecticut Study (GHCC), which includes the reassessmentDecember 2015 at a final cost to CL&P of the Central Connecticut Reliability Project, continues to make progress.  The final need results, which were presented to the ISO-NE Planning Advisory Committee in November 2013, showed existing and worsening severe regional and local thermal overloads and voltage violations within and across each of the four study areas.  ISO-NE is expected to confirm the preferred transmission solutions in the first half of 2014, which are likely to include many 115 kV upgrades.  We continue to expect that the specific future projects being identified to address these reliability concerns will cost approximately $300 million and that the project will be placed in service in 2017.  


Included as part of NEEWS are associated reliability related projects, $90.8 million of which have been placed in service.  As of December 31, 2013, the remaining construction on the associated reliability related projects totaled $2.8 million, which is scheduled to be completed by mid-2014.   


$192.6 million.  Through December 31, 2013,2015, CL&P and WMECO capitalized $252.8$377.9 million and $567$570.6 million, respectively, in costs associated with NEEWS, of which $40.8 million and $48.9 million, respectively, were capitalized in 2013.NEEWS.  


Cape Cod Reliability Projects:GHCC:  TransmissionThe Greater Hartford Central Connecticut (GHCC) solutions are comprised of 27 projects serving Cape Codand are expected to cost approximately $350 million and be placed in service from 2016 through 2018.  ISO-NE posted the Southeastern Massachusetts (SEMA) reliability region consistfinal Solutions Study for GHCC in late February 2015 and approved our Proposed Plan Applications on April 16, 2015.  Through December 31, 2015, we have filed siting applications for five projects all of an expansionwhich have been approved by the Connecticut Siting Council.  During 2016, fifteen projects are expected to be in active construction, and upgrade of NSTAR Electric's existing transmission infrastructure including construction of a new 345 kV transmission line that crosses the Cape Cod Canal and associated 115 kV upgrades in the center of Cape Cod (Lower SEMA Project) and related 115 kVthree additional siting applications are expected to be filed.  All GHCC projects (Mid-Cape Project).  The Lower SEMA Project line work was completed and placed into service in 2013.  The Mid-Cape Project is scheduledare expected to be completed in 2017.  The aggregate estimated construction cost for the Cape Cod projects is expected to be approximately $150 million.  Throughby late 2018.  As of December 31, 2013, NSTAR Electric has invested $962015, CL&P had capitalized $50.6 million in costs associated with the Cape Cod Reliability Projects, of which $61 million was capitalized in 2013.GHCC.  


Northern Pass:  Northern Pass is NPT'sEversource's planned HVDC transmission line from the Québec-New Hampshire border to Franklin, New Hampshire and an associated alternating current radial transmission line between Franklin and Deerfield, New Hampshire.  Northern Pass will interconnect at the Québec-New Hampshire border with a planned HQ HVDC transmission line.  TheOn July 21, 2015, the DOE issued the draft Environmental Impact Statement (EIS) for Northern Pass representing a key milestone in the permitting process.  On August 18, 2015, a revised route was announced with an additional 52 miles of the route underground in and around the White Mountain National Forest region.  As a result, the NPT project cost estimate increased from $1.4 billion projectto $1.6 billion.  Concurrently, NPT announced the Forward NH Plan, which is subjecta commitment to comprehensive federalallocate $200 million to projects associated with economic development, community betterment, and clean energy innovations to benefit the state public permitting processes andof New Hampshire.  This commitment is contingent upon the Northern Pass transmission line going into commercial operation.  


On October 19, 2015, NPT filed its NH SEC application, which was accepted as complete by the NH SEC on December 18, 2015, allowing the formal siting process to move forward.  In response to requests by the New Hampshire congressional delegation, the DOE announced that it would issue a supplement to the draft EIS.  Public hearings on the draft EIS will be held in March 2016.  The DOE has asked for comments by April 4, 2016.  The project is expected to be operational by mid-2017.  On July 1, 2013, NPT filed an amendment to the DOE Presidential Permit Application for a proposed improved route in the northernmost sectionfirst half of 2019.  On January 28, 2016, NPT bid into the project area.  Asthree-state Clean Energy RFP process.  For further information on the RFP process, see "Regulatory Developments and Rate Matters – General – Clean Energy RFP" in thisManagement's Discussion and Analysis of December 31, 2013, the DOE had completed its public scoping meeting processFinancial Conditions and the majorityResults of its seasonal field work and environmental data collection.  NPT expects to file its state permit application in the fourth quarter of 2014 after the DOE’s draft Environmental Impact Statement (EIS) is received.  



39Operations.




NPT filed an amendmentClean Energy Connect:  The Clean Energy Connect project is a planned transmission, wind and hydro generation project that we plan to co-develop with experienced renewable generation companies.  On January 28, 2016, the Transmission Services Agreement (TSA) with FERC on December 11, 2013, whichClean Energy Connect project was accepted bybid into the FERC on January 13, 2014.  The TSA amendment that went into effect on February 14, 2014 extended certain deadlines to provide project flexibility and eliminated a penalty payment for termination ofthree-state Clean Energy RFP process.  Our investment, should the projectClean Energy Connect Project be selected in the future.  


On December 31, 2013, NPT received ISO-NE approval under Section I.3.9RFP process, is currently estimated to be at least $400 million, and would involve the construction of the ISO tariff.  By approving the project’s Section I.3.9 application, ISO-NE determined that Northern Pass can reliably interconnecta new 25-mile, 345kV transmission line with thea 600 MW capacity from western Massachusetts to eastern New England grid with no significant, adverse effect on the reliability or operating characteristics of the regional energy grid and its participants.  York.


Greater Boston Reliability Solutions:  In February 2015, ISO-NE selected Eversource's and National Grid's proposed Greater Boston Network Improvements:  Asand New Hampshire Solution (Solution) to satisfy the requirements identified in the Greater Boston study.  The Solution consists of a resultportfolio of continued analysiselectric transmission upgrades straddling southern New Hampshire and northern Massachusetts in the Merrimack Valley and continuing into the greater Boston metropolitan area.  We are pursuing the necessary regulatory approvals and have filed several siting applications in Massachusetts and New Hampshire.  We estimate our portion of the transmission needs to enhance system reliability and improve capacityinvestment in eastern Massachusetts, NSTAR Electric expects to implement a series of new transmission initiatives over the next five years.  We expect projected costs toSolution will be approximately $440 million on these new initiatives.  $544 million.




34



Distribution Business:  A summary of distribution capital expenditures by company for 2013, 2012 and 2011 is as follows:


For the Years Ended December 31,

For the Years Ended December 31,

(Millions of Dollars)

2013

 

2012(1)

 

2011

2015

 

2014

 

2013

CL&P:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic Business

$

60.9 

 

$

69.2

 

$

166.6

$

141.1 

 

$

120.2 

 

$

60.9 

Aging Infrastructure

 

160.7 

 

 

177.8

 

 

112.3

 

151.0 

 

 

118.0 

 

 

160.7 

Load Growth

 

76.9 

 

 

65.8

 

 

59.6

 

42.2 

 

 

66.3 

 

 

76.9 

Total CL&P

 

298.5 

 

 

312.8

 

 

338.5

 

334.3 

 

 

304.5 

 

 

298.5 

NSTAR Electric:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic Business

 

98.5 

 

 

47.3

 

 

N/A   

 

108.7 

 

 

99.0 

 

 

98.5 

Aging Infrastructure

 

110.6 

 

 

111.5

 

 

N/A   

 

103.1 

 

 

104.2 

 

 

110.6 

Load Growth

 

53.6 

 

 

17.4

 

 

N/A   

 

51.9 

 

 

43.1 

 

 

53.6 

Total NSTAR Electric

 

262.7 

 

 

176.2

 

 

N/A   

 

263.7 

 

 

246.3 

 

 

262.7 

PSNH:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic Business

 

22.7 

 

 

25.3

 

 

47.7

 

59.2 

 

 

62.1 

 

 

22.7 

Aging Infrastructure

 

50.5 

 

 

50.2

 

 

25.3

 

57.3 

 

 

45.3 

 

 

50.5 

Load Growth

 

29.3 

 

 

20.2

 

 

25.8

 

25.5 

 

 

27.1 

 

 

29.3 

Total PSNH

 

102.5 

 

 

95.7

 

 

98.8

 

142.0 

 

 

134.5 

 

 

102.5 

WMECO:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic Business

 

7.9 

 

 

12.7

 

 

24.2

 

18.2 

 

 

19.0 

 

 

7.9 

Aging Infrastructure

 

24.6 

 

 

18.5

 

 

11.5

 

18.5 

 

 

16.1 

 

 

24.6 

Load Growth

 

9.2 

 

 

6.5

 

 

6.1

 

6.6 

 

 

6.1 

 

 

9.2 

Total WMECO

 

41.7 

 

 

37.7

 

 

41.8

 

43.3 

 

 

41.2 

 

 

41.7 

Total - Electric Distribution (excluding Generation)

 

705.4 

 

 

622.4

 

 

479.1

 

783.3 

 

 

726.5 

 

 

705.4 

Total - Natural Gas

 

175.2 

 

 

162.9

 

 

102.8

Other Distribution

 

0.7 

 

 

0.1

 

 

1.0

 

 

 

 

 

0.7 

Total Electric and Natural Gas

 

881.3 

 

 

785.4

 

 

582.9

PSNH Generation:

 

 

 

 

 

 

 

 

Clean Air Project

 

 

 

22.0

 

 

101.1

Other

 

9.7 

 

 

7.9

 

 

23.7

Total PSNH Generation

 

9.7 

 

 

29.9

 

 

124.8

PSNH Generation

 

33.3 

 

 

13.1 

 

 

9.7 

WMECO Generation

 

4.5 

 

 

0.7

 

 

11.7

 

 

 

7.6 

 

 

4.5 

Total Distribution Segment

$

895.5 

 

$

816.0

 

$

719.4

Natural Gas

 

212.6 

 

 

193.7 

 

 

175.2 

Total Electric and Natural Gas Distribution Segment

$

1,029.2 

 

$

940.9 

 

$

895.5 


(1)

Results include the electric and natural gas distribution capital expenditures of NSTAR beginning April 10, 2012.  

For the electric distribution business, basic business includes the purchase of meters, tools, vehicles, information technology, transformer replacements, equipment facilities, and the relocation of plant.  Aging infrastructure relates to reliability and the replacement of overhead lines, distributionplant substations, underground cable replacement, and equipment failures.  Load growth includes requests for new business and capacity additions on distribution lines and substation additions and expansions.  


CL&P System Resiliency Plan:Natural Gas Distribution Business Expansion and Enhancement:  In 2013, in accordance with the PURA-approved System Resiliency Plan, CL&P will spend approximately $300 million to improve the resiliency of its electric distribution system, which includes vegetation management.  CL&P expects to complete the plan in five years in two separate phases.  Costs of Phase 1 of the plan, which is primarily focused on vegetation management, totaled approximately $32 million in 2013 and is estimated to cost $53 million in 2014.  Phase 2 of the plan is estimated to cost approximately $215 million over the period from 2015 through 2017.


WMECO Solar Project: On September 4, 2013, the DPU approved WMECO's proposal to build a third solar generation facility and expand its solar energy portfolio from 6 MW to 8 MW.  On October 22, 2013, WMECO announced it would install a 3.9 MW solar generation facility on a site in East Springfield, Massachusetts.  The facility is expected to be completed in mid-2014 at an estimated cost of approximately $15 million.




40



Yankee Gas Expansion Plan:  In accordance with 2013 Connecticut law and regulation, on June 14, 2013, Yankee Gas and other Connecticut natural gas distribution companies filedregulations, PURA approved a comprehensive joint natural gas infrastructure expansion plan (expansion plan) with DEEPfiled by Yankee Gas and PURA.other Connecticut natural gas distribution companies.  The expansion plan described how Yankee Gas expects to add approximately 82,000 new natural gas heating customers over the next 10 years.a 10-year period.  Yankee Gas estimatesestimated that its portion of the plan willwould cost approximately $700 million over 10 years.  For further information onIn January 2015, the PURA approved a joint settlement agreement proposed by Yankee Gas and other Connecticut natural gas distribution companies and regulatory agencies that clarified the procedures and oversight criteria applicable to the expansion plan, see "Regulatory Developments and Rate Matters - Connecticut -plan. On March 20, 2015, Yankee Gas Naturalfiled its initial System Expansion (SE) Rate reconciliation for 2014.  The proposed SE rate was approved by the PURA for implementation as of April 1, 2015, pending final PURA approval following a contested hearing.    


In October 2014, pursuant to new legislation, NSTAR Gas Expansion Plan"filed the Gas System Enhancement Program (GSEP) with the DPU.  NSTAR Gas' program accelerates the replacement of certain natural gas distribution facilities in thisManagement’s Discussion and Analysis.  For further informationthe system to within 25 years.  The GSEP includes a new tariff effective January 1, 2016 that provides NSTAR Gas an opportunity to collect the costs for the program on an annual basis through a newly designed reconciling factor.  On April 30, 2015, the Connecticut law, see "Legislative and Policy Matters - Connecticut" in thisManagement’s Discussion and Analysis.DPU approved the GSEP.  We expect capital expenditures of approximately $255 million for the period 2016 through 2019 for the GSEP.




35



Projected Capital Expenditures:  A summary of the projected capital expenditures for the Regulated companies' electric transmission and for the total electric distribution, generation, and natural gas distribution businesses for 20142016 through 2017,2019, including our corporate service companies' capital expendituresinformation technology and facilities upgrades and enhancements on behalf of the Regulated companies, is as follows:


Year

Years

(Millions of Dollars)

2014

 

2015

 

2016

 

2017

 

2014-2017
Total

2016

 

2017

 

2018

 

2019

 

2016-2019
Total

CL&P Transmission

$

247

 

$

199

 

$

178

 

$

165

 

$

789

$

351 

 

$

250 

 

$

215 

 

$

157 

 

$

973 

NSTAR Electric Transmission

 

191

 

 

250

 

 

285

 

 

202

 

 

928

 

302 

 

 

216 

 

 

238 

 

 

149 

 

 

905 

PSNH Transmission

 

106

 

 

124

 

 

123

 

 

42

 

 

395

 

112 

 

 

65 

 

 

38 

 

 

56 

 

 

271 

WMECO Transmission

 

73

 

 

85

 

 

49

 

 

2

 

 

209

 

115 

 

 

78 

 

 

22 

 

 

40 

 

 

255 

NPT

 

47

 

 

222

 

 

610

 

 

487

 

 

1,366

 

31 

 

 

684 

 

 

636 

 

 

149 

 

 

1,500 

Total Transmission

$

664

 

$

880

 

$

1,245

 

$

898

 

$

3,687

Total Electric Transmission

$

911 

 

$

1,293 

 

$

1,149 

 

$

551 

 

$

3,904 

Electric Distribution

$

679

 

$

647

 

$

647

 

$

619

 

$

2,592 

$

892 

 

$

963 

 

$

888 

 

$

840 

 

$

3,583 

Generation

 

24

 

 

34

 

 

20

 

 

15

 

 

93 

 

20 

 

 

 

 

 

 

 

 

20 

Natural Gas

 

189

 

 

219

 

 

201

 

 

227

 

 

836 

 

284 

 

 

318 

 

 

339 

 

 

357 

 

 

1,298 

Total Distribution

$

892

 

$

900

 

$

868

 

$

861

 

$

3,521 

$

1,196 

 

$

1,281 

 

$

1,227 

 

$

1,197 

 

$

4,901 

Corporate Service Companies

$

117

 

$

93

 

$

76

 

$

76

 

$

362 

Information Technology and All Other

$

105 

 

$

88 

 

$

82 

 

$

87 

 

$

362 

Total

$

1,673

 

$

1,873

 

$

2,189

 

$

1,835

 

$

7,570 

$

2,212 

 

$

2,662 

 

$

2,458 

 

$

1,835 

 

$

9,167 


The projections do not include capital investments related to Access Northeast or Clean Energy Connect.  Actual capital expenditures could vary from the projected amounts for the companies and years above.


FERC Regulatory Issues


FERC Base ROE Complaint:  Complaints:On September 30, 2011, several  Three separate complaints have been filed at FERC by combinations of New England state attorneys general, state regulatory commissions, consumer advocates, consumer groups, municipal parties and other parties filed a joint complaint with(the "Complainants").  In these three separate complaints, the FERC under Sections 206 and 306 ofComplainants challenged the Federal Power Act alleging that the base ROE used in calculating formula rates for transmission service under the ISO-NE Open Access Transmission Tariff by NETOs, including CL&P, NSTAR Electric, PSNH and WMECO, is unjust and unreasonable.  The complainants asserted that the current 11.14 percent rate, which became effective in 2006, is excessive due to changes in the capital markets and are seeking an order to reduce the rate, which would be effective October 1, 2011.  In response, the NETOs filed testimony and analysis based on standard FERC methodology and precedent demonstrating that theNETOs' base ROE of 11.14 percent remained justthat had been utilized since 2006 and reasonable.  The FERC set the case for trial before a FERC ALJ after settlement negotiations were unsuccessful in August 2012.


Hearings before the FERC ALJ were held in May 2013, followed by the filing of briefs by the complainants, the Massachusetts municipal electric utilities (late intervenerssought an order to the case), the FERC trial staff and the NETOs.  The NETOs recommended that the current base ROE of 11.14 percent should remain in effect for the refund period (October 1, 2011 through December 31, 2012) and the prospective period (beginning when FERC issues its final decision).  The complainants, the Massachusetts municipal electric utilities, and the FERC trial staff each recommended a base ROE of 9 percent or below.


On August 6, 2013, the FERC ALJ issued an initial decision, finding that the base ROE in effectreduce it prospectively from October 2011 through December 2012 was not reasonable under the standard application of FERC methodology, but leaving policy considerations and additional adjustments to the FERC.  Using the established FERC methodology, the FERC ALJ determined that separate base ROEs should be set for the refund period and the prospective period.  The FERC ALJ found those base ROEs to be 10.6 percent and 9.7 percent, respectively.  The FERC may adjust the prospective period base ROE in its final decision to reflect movement in 10-year Treasury bond rates from the date that the case was filed (April 2013) to the date of the final decision.FERC order and for the 15-month complaint refund periods stipulated in the separate complaints.  In 2014, the FERC ordered a 10.57 percent base ROE for the first complaint refund period and prospectively from October 16, 2014, and that a utility's total or maximum ROE shall not exceed the top of the new zone of reasonableness, which was set at 11.74 percent.  The parties filed briefs on this decision withNETOs and the Complainants sought rehearing from FERC.  In late 2014, the NETOs made a compliance filing and the Company began issuing refunds to customers from the first complaint period.  


As a result of the actions taken by the FERC and a decision fromother developments in the FERC is expected in 2014.  Though NU cannot predict the ultimate outcome of this proceeding, in 2013first complaint matter, the Company recorded a series of reserves at its electric subsidiaries in 2015, 2014 and 2013. In 2015, Eversource recognized an after-tax charge to recognize the potential financial impact from the FERC ALJ's initial decision for the refund period.  earnings (excluding interest) of $12.4 million, of which $7.9 million was recorded at CL&P, $1.4 million at NSTAR Electric, $0.6 million at PSNH, and $2.5 million at WMECO.  The net aggregate after-tax charge to earnings (excluding interest) in 2014 totaled $22.4 million, of which $12.4 million was recorded at CL&P, $4.9 million at NSTAR Electric, $1.7 million at PSNH and $3.4 million at WMECO.  The aggregate after-tax charge to earnings (excluding interest) in 2013 totaled $14.3 million, at NU,of which represents reserves of $7.7 million was recorded at CL&P, $3.4 million at NSTAR Electric, $1.4 million at PSNH and $1.8 million at WMECO.  The NETOs and Complainants have filed appeals to the D.C. Circuit Court of Appeals.  A court decision is expected in late 2016.  


On December 27, 2012, several additionalFor the second and third complaints, the state parties, filed a separate complaint concerningmunicipal utilities and FERC trial staff each believe that the NETOs' base ROE withshould be reduced to an amount lower than 10.57 percent.  The NETOs believe that the FERC.  This complaint seeks to reduceComplainants' positions are without merit, and the NETOs’existing base ROE effective January 1, 2013, effectively extending the refund period for an additional 15 months,of 10.57 percent is just and to consolidate this complaint with the joint complaint filed on September 30, 2011.  The NETOs have asked the FERC to reject this complaint.reasonable and should be maintained.  The FERC has not yet acted on this complaint, and managementALJ’s initial recommendation is unable to predict the ultimate outcomeexpected by March 31, 2016.  A final FERC order is expected in late 2016 or estimate the impacts of this complaint on the financial position, results of operations or cash flows.early 2017.


As of December 31, 2013, the2015, CL&P, NSTAR Electric, PSNH, and WMECO had approximately $2.7 billion of aggregate shareholder equity invested in their transmission facilities was approximately $2.3 billion.facilities.  As a result, each 10 basis point change in the prospective period authorized base ROE would change annual consolidated earnings by an approximate $2.3$2.7 million. Although we are uncertain on the final outcome of the second and third complaints regarding the ROE, we believe the current reserves established are appropriate to reflect probable and reasonably estimable refunds.


FERC Order No. 1000:  On August 15, 2014, the D.C. Circuit Court of Appeals upheld the FERC's authority to order major changes to transmission planning and cost allocation in FERC Order No. 1000 and Order No. 1000-A, including transmission planning for public policy needs, and the requirement that utilities remove from their transmission tariffs their rights of first refusal to build transmission.  On March 19, 2015, the FERC acted on all rehearing requests filed by the NETOs, including CL&P, NSTAR Electric, PSNH and WMECO, and other parties and accepted the November 2013 compliance filing made by ISO-NE and the NETOs, subject to further compliance.  The FERC accepted our proposal that the new competitive transmission planning process will not apply to certain projects, which have been declared as the preferred solution by ISO-NE, unless ISO-NE later decides a solution must be re-evaluated.  The FERC determined on rehearing that we can restore provisions that recognize the NETOs’ rights to retain use and control of their existing rights of ways.  Final compliance was filed by the NETOs in November 2015 and was accepted by the FERC on December 14, 2015.


Additionally, the FERC affirmed that it can eliminate our right of first refusal to build transmission in New England even though the FERC previously approved and granted special protections to these rights.  The NETOs filed an appeal to the D.C. Circuit Court of Appeals, challenging this FERC ruling.  State regulators also filed an appeal, challenging FERC’s determination that ISO-NE should select public policy transmission projects after a competitive process.  The Court is expected to resolve the appeals in 2016.  




4136



Regulatory Developments and Rate Matters


General:


Clean Energy RFP:  In February 2015, pursuant to clean energy goals established in three New England states (Connecticut, Massachusetts and Rhode Island), CL&P, NSTAR Electric, WMECO, other EDCs, and state agencies in the three states jointly developed and issued a draft request for proposal (RFP) for clean energy resources (including Class I renewable generation and large hydroelectric generation).  The draft RFP solicits offers for clean energy and the transmission to deliver that energy to the three states.  The procurement will allow the states to identify large-scale projects that may offer the potential to meet their clean energy goals in a cost-effective manner when entered into jointly, while complying with the clean energy statutes within the three states.  


The DPU and the Rhode Island Public Utilities Commission (PUC) approved the draft RFP that was jointly submitted by certain EDCs.  The draft RFP encompassed the timetable and method for the solicitation and execution of any associated long-term contracts.  On August 31, 2015, the DEEP issued a notice of proceeding on the Connecticut portion of the draft RFP and accepted public comment through September 30, 2015.  On November 12, 2015, the DEEP and the Massachusetts and Rhode Island EDCs issuedthe RFP to a wide range of potentially interested bidders.  In late January 2016, bidders submitted project proposals, among which were the Northern Pass and Clean Energy Connect projects, selection of which will take place between April and July 2016.  The expected timeframe within which EDCs will execute contracts and submit them for regulatory commission approval from the respective state regulators is from June through October 2016 with approval expected in late 2016.  


New England Natural Gas Pipeline Capacity:  In 2014, the six New England states began to explore ways to address and mitigate winter natural gas price volatility and the associated impact on electric power supply costs attributable to winter pipeline capacity constraints.  Five states are currently pursuing natural gas capacity expansion efforts.  In 2014, Rhode Island approved legislation authorizing the Rhode Island Division of Public Utilities and Carriers and the Office of Energy Resources to participate in the RFP process and file proposals with the PUC.  In late 2015, Access Northeast bid on the natural gas pipeline and storage RFP issued by the Rhode Island EDC.  We expect the EDC will file their selected contracts with the PUC in the first half of 2016.  The Massachusetts DPU determined that it has the authority to allow EDCs to contract for natural gas pipeline capacity and in late 2015, certain Massachusetts EDCs, including NSTAR Electric and WMECO, issued a natural gas pipeline capacity RFP.  In December 2015 and January 2016, those Massachusetts EDCs filed with the DPU seeking approval of the contracts for pipeline and storage capacity, including Access Northeast.  On January 19, 2016, the NHPUC issued an order accepting a staff report that concluded that the NHPUC could approve contracts between pipelines and EDCs if they were shown to reduce electricity costs and be in the public interest.  In February 2016, PSNH filed for approval with the NHPUC, its proposed contract for natural gas pipeline capacity and storage with Access Northeast.  The Connecticut DEEP expects to provide an opportunity for public comment on a natural gas pipeline capacity RFP in the first quarter of 2016.  


Electric and Natural Gas Base Distribution Rates:  


Each NUEversource utility subsidiary is subject to the regulatory jurisdiction of the state in which it operates:  CL&P and Yankee Gas operate in Connecticut and are subject to PURA regulation; NSTAR Electric, WMECO and NSTAR Gas operate in Massachusetts and are subject to DPU regulation; and PSNH operates in New Hampshire and is subject to NHPUC regulation.  The Regulated companies' distribution rates are set by their respective state regulatory commissions, and their tariffs include mechanisms for periodically adjusting their rates for the recovery of specific incurred costs.  


In Connecticut, pursuant to the April 2012 PURA-approved Connecticut merger settlement agreement, CL&P is subject todistribution rates were established in a base distribution2014 PURA approved rate freeze until December 1, 2014.case.  Yankee Gas distribution rates were established in a 2011 PURA approved rate case.  SeeConnecticut - Yankee Gas Distribution Rate Case in thisRegulatory Developments and Rate Matters section for further information.  


In Massachusetts, "An Act Relative to Competitively Priced Electricity in the Commonwealth" (Energy Act), which was enacted in 2012, requires electric utility companies are required to file at least one distribution rate case every five years, and natural gas companies to file at least one distribution rate case every 10 years, and limits those companies are limited to one settlement agreement in any 10-year period.  Pursuant to the April 2012 DPU-approved Massachusetts comprehensive merger settlement agreements, NSTAR Electric and WMECO and NSTAR Gas arewere subject to a base distribution rate freeze through December 31, 2015.  


NSTAR Gas distribution rates effective January 1, 2016 were established in an October 30, 2015 DPU distribution rate order.  SeeMassachusetts – NSTAR Gas Distribution Rates in thisRegulatory Developments and Rate Matters section for further information.  In New Hampshire, PSNH is currently operating underdistribution rates were established in a settlement approved by the 2010NHPUC in 2010.  Prior to the expiration of that settlement, the NHPUC approved distribution rate case settlement, which is effective through June 30, 2015.  Under the settlement, PSNH is permitted to file a request to collect certain exogenous costscontinuation, and step increases on an annual basis.increased funding via rates, of PSNH’s reliability enhancement program.  SeeNew Hampshire - Distribution Rates in thisRegulatory Developments and Rate Matters section for further information.


As a result of the PURA-approved Connecticut merger settlement agreement, we expect to file a CL&P base distribution rate proceeding in mid-2014 with base distribution rates effective December 1, 2014.  The exact timing of the base distribution rate proceedings for our other utility subsidiaries has not yet been determined.  


Major Storms:


2013, 2012Electric and 2011 Major Storms:Natural Gas Retail Rates:Over the past three years, CL&P, NSTAR Electric, PSNH and WMECO each experienced significant storms, including Tropical Storm Irene, the October 2011 snowstorm, Storm Sandy, and the February 2013 blizzard.  As a result of these storms, each electric utility company suffered damage to its distribution and transmission systems, which caused customer outages and required the incurrence of costs to repair significant damage and restore customer service.  


The magnitude of these storm restoration costs met the criteria for cost deferral in Connecticut, Massachusetts, and New Hampshire.  As a result, the storms had no material impact on the results of operations of CL&P, NSTAR Electric, PSNH and WMECO.  We believe our response to each of these storms was prudent and therefore we believe it is probable that CL&P, NSTAR Electric, PSNH and WMECO will be allowed to recover the deferred storm restoration costs.  Each electric utility company is seeking recovery of its deferred storm restoration costs through its applicable regulatory recovery process.  


CL&P 2013 Storm Filing:  In March 2013, CL&P filed a request with PURA for approval to recover storm restoration costs associated with five major storms, all of which occurred in 2011 and 2012.  CL&P's deferred storm restoration costs associated with these major storms totaled $462 million.  Of that amount, approximately $414 million is subject to recovery in rates after giving effect to CL&P’s agreement to forego the recovery of $40 million of previously deferred storm restoration costs as well as an existing storm reserve fund balance of approximately $8 million.  During the second half of 2013, the PURA proceeded with the storm recovery review issuing discovery, holding hearings and ultimately on February 3, 2014, issuing a draft decision on the level of storm costs recovery.


In its draft decision, the PURA approved recovery of $365 million of deferred storm restoration costs and ordered CL&P to capitalize approximately $18 million of the deferred storm restoration costs as utility plant, which will be included in depreciation expense in future rate proceedings.  PURA will allow recovery of the $365 million with carrying charges in CL&P’s distribution rates over a six-year period beginning December 1, 2014.  The remaining costs were either disallowed or are probable of recovery in future rates and did not have a material impact on CL&P’s financial position, results of operations or cash flows.The final decision is expected from PURA in the first quarter of 2014.


NSTAR Electric 2013 Storm Filing:  On December 30, 2013, the DPU approved NSTAR Electric’s request to recover storm restoration costs, plus carrying costs, related to Tropical Storm Irene and the October 2011 snowstorm.  The DPU approved recovery of $34.2 million of the $38 million requested costs.  NSTAR Electric will recover these costs, plus carrying costs, in its distribution rates over a five-year period that commenced on January 1, 2014.


PSNH Major Storm Cost Reserve:  On June 27, 2013, the NHPUC approved an increase to PSNH’s distribution rates effective July 1, 2013 that included a $5 million increase to the current level of funding for the major storm cost reserve.


WMECO SRRCA Mechanism:WMECO has an established Storm Reserve Recovery Cost Adjustment (SRRCA) mechanism to recover the restoration costs associated with its major storms.  Effective January 1, 2012, WMECO began recovering the restoration costs of Tropical Storm Irene and other storms that took place prior to August 2011.  On August 30, 2013, WMECO submitted its 2013 Annual SRRCA filing to begin recovering the restoration costs associated with the October 2011 snowstorm and Storm Sandy.  On



42



December 20, 2013, the DPU approved the 2013 Annual SRRCA filing for effect on January 1, 2014, subject to further review and reconciliation.


2013, 2012 and 2011 Major Storm Deferrals:As of December 31, 2013, the storm restoration costs deferred for recovery from customers for major storms that occurred during 2013, 2012 and 2011 at CL&P, NSTAR Electric, PSNH, and WMECO were as follows:


(Millions of Dollars)

 

2012
and 2011

 

2013

 

Total

CL&P

 

$

365.0

 

$

28.8

 

$

393.8

NSTAR Electric

 

61.3

 

63.6

 

124.9

PSNH

 

33.7

 

5.3

 

39.0

WMECO

 

35.3

 

-

 

35.3

Total

 

$

495.3

 

$

97.7

 

$

593.0


DPU Storm Penalties:Under Massachusetts law and regulation, the DPU has established standards of performance for emergency preparation and restoration of service for electric companies, including required annual ERP filings with the DPU for review and approval.  As a remedy to violations of those standards, the DPU is authorized to levy a penalty not to exceed $250,000 for each violation for each day that the violation persists up to a maximum penalty of $20 million for any related series of violations.  In December 2012, in separate orders issued by the DPU, NSTAR Electric and WMECO each received penalties related to the electric utilities’ responses to Tropical Storm Irene and the October 2011 snowstorm.  The DPU ordered penalties of $4.1 million and $2 million for NSTAR Electric and WMECO, respectively, which were refunded to their customers.  In December 2012, NSTAR Electric and WMECO each filed appeals with the SJC arguing the DPU penalties should be vacated.  NSTAR Electric and WMECO filed initial briefs on November 5, 2013.  Oral arguments are scheduled for March 2014.


Emergency Response Plans:  Under Connecticut law and regulation, the PURA has established performance standards that electric and natural gas companies incorporated into their ERPs and operations in 2013.  CL&P and Yankee Gas will be subject to penalties levied by PURA of up to 2.5 percent of annual distribution revenues for failure to meet performance standards.  In 2013, CL&P and Yankee Gas met the established performance standards.   


Connecticut:


CL&P Standard Service and Last Resort Service Rates:CL&P's residential and small commercial customers who do not choose competitive suppliers are served under SS rates, and large commercial and industrial customers who do not choose competitive suppliers are served under LRS rates.  Effective January 1, 2014, the PURA approved an increase to CL&P’s energy supply portion of the total average SS rate from 7.638 cents per kWh to 9.152 cents per kWh and the energy supply portion of the total average LRS rate from 6.698 cents per kWh to 10.762 cents per kWh.  These changes were due primarily to the market conditions for the procurement of energy.  The SS and LRS rates reflect CL&P’s costs to procure energy for its customers.  Adjustments to these rates do not impact earnings as CL&P is fully recovering the costs of its SS and LRS services from customers.


CL&P CTA and SBC Reconciliation:  On January 22, 2014, PURA approved CL&P’s 2012 CTA and SBC reconciliation as filed on April 1, 2013, which compared CTA and SBC billed revenues to revenue requirements, as required by PURA.  The 2012 CTA was over recovered by $21.3 million, resulting in a cumulative net under recovered balance of $8.9 million as of December 31, 2012.  The 2012 SBC was over recovered by $19.4 million, resulting in a cumulative net under recovery of $19.7 million as of December 31, 2012.  


CL&P FMCC Filing:Semi-annually,CL&P files with PURA its FMCC filing, which reconciles actual FMCC revenues and charges and GSC revenues and expenses, for the six-month period under consideration.  The filing identifies a total net over or under recovery, which includes the remaining uncollected or non-refunded portions from previous filings.  On August 1, 2013, CL&P filed with PURA its semi-annual FMCC filing for the period January 1, 2013 through June 30, 2013.  This filing also included the June 30, 2013 through December 31, 2013 projected amounts for informational purposes only.  The filing identified a total net under recovery of $2.7 million for the period.  On February 19, 2014, PURA approved CL&P’s FMCC filing.


CL&P Conservation Adjustment Mechanism:In 2012, CL&P filed an application with PURA for the establishment of a CAM.  The CAM would collect the costs associated with expanded energy efficiency programs beyond those already collected through the statutory charge and the revenues lost because of the expanded energy efficiency programs.  On September 11, 2013, DEEP approved CL&P’s expanded 2014 conservation spending budget of $144.6 million.  The PURA approved a CAM effective January 1, 2014 subject to a future review of its revenue and expense reconciliation filing to be submitted by CL&P.


CL&P Long-Term Wind Contracts:  On September 19, 2013, CL&P, along with another Connecticut utility, signed long-term commitments, as required by regulation, to purchase approximately 250 MW of wind power from a Maine wind farm and 20 MW of solar power from sites in Connecticut, at a combined average price of less than 8 cents per kWh.  On October 23, 2013, PURA issued a final decision accepting the contracts.  The projects are expected to be operational by the end of 2016.  For further information, see "Legislative and Policy Matters - Connecticut" in thisManagement’s Discussion and Analysis.


CL&P System Resiliency Plan:  On January 16, 2013, PURA approved the $300 million plan CL&P filed to improve the resiliency of its electric distribution system.  For further information, see "Business Development and Capital Expenditures - Distribution Business - CL&P System Resiliency Plan" in thisManagement’s Discussion and Analysis.




43



Yankee Gas Distribution Rate Case:  On June 29, 2011, PURA issued a final decision in the Yankee Gas rate proceeding, which it subsequently amended on September 28, 2011.  The final decision, as amended, approved a regulatory ROE of 8.83 percent, based on a capital structure of 52.2 percent common equity and 47.8 percent debt, approved Yankee Gas’ WWL Project, and allowed for an increase for bare steel and cast iron pipe annual replacement funding, as requested by Yankee Gas.  The changes were effective July 20, 2011 and had the effect of decreasing revenues by $0.2 million for the twelve months ended June 30, 2012 and increasing revenues by $6.9 million for the twelve months ended June 30, 2013.


Yankee Gas Natural Gas Expansion Plan:On June 14, 2013, Yankee Gas and other Connecticut natural gas distribution companies filed an expansion plan with DEEP and PURA in response to the Connecticut CES and the recently enacted Connecticut Public Act 13-298, "An Act Concerning Implementation of Connecticut’s Comprehensive Energy Strategy and Various Revisions to the Energy Statutes."  The expansion plan describes how the natural gas distribution companies expect to add approximately 280,000 new natural gas heating customers over the next 10 years.  Yankee Gas will serve approximately 82,000 of those customers.  


The expansion plan outlines a set of comprehensive recommendations, several of which are already incorporated into Public Act 13-298.  Key recommendations include providing more flexibility in the process of adding new customers, establishing new regulatory tools to help fund conversion costs over time, providing for mechanisms for timely recovery of capital investments made by natural gas distribution companies and allowing utilities to secure additional pipeline capacity into Connecticut.  


On July 16, 2013, DEEP issued a determination letter finding the expansion plan was consistent with the CES and requesting certain modifications to be made.  On July 26, 2013, the natural gas distribution companies submitted their responses to DEEP and PURA.  On November 22, 2013, PURA issued a final decision approving the expansion plan consistent with the goals of the CES.  For further information on the Connecticut law, see "Legislative and Policy Matters - Connecticut" in thisManagement’s Discussion and Analysis.


Massachusetts:


Basic Service Rates:Electric distribution companies in Massachusetts are required toEversource EDCs obtain and resell power to retail customers through Basic Service for those customers who choose not to buy energy from a competitive energy supplier.  Basic ServiceThe natural gas distribution companies procure natural gas for firm and seasonal customers.  These energy supply procurement costs are recovered from customers in energy supply rates that are approved by the respective state regulatory commission.  The rates are reset every six months (every three months for large commercialperiodically and industrial customers).  NSTAR Electricare fully reconciled to their costs.  Each electric and WMECOnatural gas distribution company fully recover theirrecovers its energy supply costs through DPU-approvedapproved regulatory rate mechanisms.mechanisms and, therefore, such costs have no impact on earnings.


2014 Annual Reconciliation Filing:On November 1, 2013, NSTAR ElectricThe electric and WMECO filed separately their respective 2014 annualnatural gas distribution companies also recover certain costs on a fully reconciling basis through regulatory commission-approved cost recoverytracking mechanisms including theand, therefore, such costs have no impact on earnings.  Costs recovered through costs tracking mechanisms to collect the costs to provide retail transmission, energy supply andinclude energy efficiency services to its customers as well as theprogram costs, related to pensionelectric transmission charges, electric federally mandated congestion charges, system resiliency costs, certain uncollectible hardship bad debt expenses, and other post-retirement employee benefit costs.restructuring and stranded costs resulting from deregulation.  The reconciliation filings comparedcompare the total revenuesactual costs allowed to revenue requirements related to these services.services and the difference between the costs incurred (or the rate recovery allowed) and the actual costs allowed is deferred and included, to be either recovered or refunded, in future customer rates.  




37



Connecticut:


CL&P Distribution Rates:  In December 2014, the PURA granted a re-opener request to CL&P’s base distribution rate application for further review of the appropriate balance of ADIT utilized in the calculation of rate base.  On July 2, 2015, the PURA issued a final order that approved a settlement agreement filed on May 19, 2015 between CL&P and the PURA Prosecutorial Staff.  The order allows for an increase to rate base of approximately $163 million associated with ADIT, including a regulatory asset to recover the incremental revenue requirement for the period December 1, 2014 through November 30, 2015 over a subsequent 24-month period.  The rate base increase provided an increase to total allowed annual revenue requirements of $18.4 million beginning December 1, 2014.  As part of the settlement agreement, the $18.4 million for the period December 1, 2014 through November 30, 2015 was recorded as a regulatory asset with a corresponding increase in Operating Revenues, and is being collected from customers in rates over a 24-month period beginning December 1, 2015.


CL&P and Yankee Gas Conservation and Load Management Plan:  On December 31, 2013,2015, DEEP approved the three-year electric and natural gas C&LM plan filed by CL&P and Yankee Gas, which was jointly developed with the Connecticut EDCs and natural gas distribution companies.  The C&LM plan, which covers the years 2016 through 2018, was built upon the continued success and momentum of the previous C&LM plans and includes performance incentives totaling $24 million over the three-year period related to proposed savings goals for CL&P and Yankee Gas.


Yankee Gas Settlement Agreement:  On April 29, 2015, the PURA approved a settlement agreement entered into among Yankee Gas, the Connecticut Office of Consumer Counsel, and the PURA Staff, which eliminated the requirement to file a base distribution rate case in 2015.  Under the terms of the settlement agreement, Yankee Gas provided a $1.5 million rate credit to firm customers beginning in December 2015 and continued through February 2016, and established an earnings sharing mechanism whereby Yankee Gas and its customers will share equally in any earnings exceeding a 9.5 percent ROE in a twelve month period commencing with the period from April 1, 2015 through March 31, 2016.  Additionally, Yankee Gas shall forgo its right to file a rate case for an increase in its base distribution rates prior to January 1, 2017.  This does not impact the rates charged under the Connecticut comprehensive energy strategy (CES) program.  The settlement agreement also resolved two pending regulatory proceedings before the PURA pertaining to a review of Yankee Gas’ overearnings.  In 2015, Yankee Gas recorded the $1.5 million expected refund to customers as a reduction to operating revenues.  


Massachusetts:


NSTAR Electric and NSTAR Gas Comprehensive Settlement Agreement:  On March 2, 2015, the DPU approved the comprehensive settlement agreement between NSTAR Electric, NSTAR Gas and the Massachusetts Attorney General (the"Settlement") as filed with the DPU on December 31, 2014.  The Settlement resolved the outstanding NSTAR Electric CPSL program filings for 2006 through 2011, the NSTAR Electric and NSTAR Gas PAM and energy efficiency-related customer billing adjustments reported in 2012, and the recovery of LBR related to NSTAR Electric's energy efficiency programs for 2009 through 2011 (11 dockets in total).  In the first quarter of 2015, as a result of the DPU order, NSTAR Electric and NSTAR Gas commenced refunding a combined $44.7 million to customers, which was recorded as a regulatory liability.  Refunds to customers will continue through December 2016.  As a result of the Settlement, NSTAR Electric increased its operating revenues and decreased its amortization expense in 2015, resulting in the recognition of a $13 million after-tax benefit.


NSTAR Electric Basic Service Bad Debt Adder:  On January 7, 2015, the DPU issued an order concluding that NSTAR Electric had removed energy-related bad debt costs from base distribution rates effective January 1, 2006.  As a final decision approvingresult of the rates asDPU order, in the first quarter of 2015, NSTAR Electric increased its regulatory assets and reduced its operations and maintenance expense by an under recovered amount of $24.2 million for energy-related bad debt costs through 2014, resulting in after-tax earnings of $14.5 million.  NSTAR Electric filed subject to future review and reconciliation.  Asfor recovery of December 31, 2013, we had cumulative deferred netthe energy-related bad debt costs regulatory asset balances relatedfrom customers and on November 20, 2015, the DPU approved NSTAR Electric’s proposed rate increase to recover these services of $142.1 million and $9.9 million for costs over a 12-month period, beginning January 1, 2016.


NSTAR Electric and WMECO respectively.Grid Modernization Plan:  As part of the DPU’s investigation into the modernization of the electric grid, in August 2015, NSTAR Electric and WMECO filed a comprehensive ten-year plan with the DPU.  The plan focuses on technologies and investments that modernize the grid with proposed investments in equipment that reduces the frequency and duration of power outages, optimizes and manages electrical demand, integrates distributed energy resources, and improves workforce and asset management.  The plan includes incremental spending of approximately $430 million over the first five years, which would be recovered from customers in rates, and is pending DPU review and approval.  There is currently no timeline for the DPU to take any action on this plan.  


Energy Efficiency Plans:In accordance with Massachusetts law passed in 2008 known as the Green Communities Act, natural gas and electric distribution companies must file three-year energy efficiency plans, which were initially filed by NSTAR Electric, WMECO and NSTAR Gas Energy Efficiency Plan:  The Massachusetts EDCs and approved bynatural gas distribution companies have increased their energy efficiency savings achievements significantly since the enactment of the Green Communities Act in 2008, with electric savings almost tripling between 2008 and 2014.  On January 28, 2016, the DPU in 2010 coveringissued an order approving NSTAR Electric’s, WMECO’s, and NSTAR Gas’ three-year electric and natural gas energy efficiency plan, which was jointly developed with other Massachusetts EDCs and natural gas distribution companies.  As part of this plan, which covers the period 2010years 2016 through 2012.  The2018, NSTAR Electric, WMECO, and NSTAR Gas will maintain aggressive savings goals.  The plan includes the ability to earn performance incentives related to these aggressive savings goals totaling $58 million over the three-year plans covering the period 2013 through 2015 were approved by the DPU in 2013.  Distribution companies that do not yet have rate decoupling mechanisms in place, like NSTAR Electric and NSTAR Gas, include Lost Base Revenue (LBR) rate adjustment mechanisms in order to offset reduced distribution rate revenues as a result of successful energy efficiency programs.  For the year ended December 31, 2013,for NSTAR Electric, WMECO and NSTAR Gas, incurred recoverable Energy Efficiency program expensesas well as recovery of $167.2LBR of approximately $50 million $38.9 million, and $31 million, respectively.


Long-Term Wind Contracts:on an annual basis for NSTAR Electric and WMECO, along with two other Massachusetts utilities, signeduntil it is operating under a long-term commitment, as required by regulation, to purchase wind power from six wind farms in Maine and New Hampshire for a combined estimated generating capacity of approximately 565 MW.  On September 20, 2013, these contracts were filed jointly with the DPU.  On November 21, 2013, the utility companies provided a supplemental filing to the DPU to reflect the termination of three of the six wind farms.  Initial briefs were filed on December 23, 2013 and reply briefs were filed on January 8, 2014.  Over the 15-year life of the remaining contracts, the utilities will pay an average price of less than 8 cents per kWh.  The projects are in various stages of permitting or development and are expected to begin operation in 2015 and 2016.


On November 26, 2012, the DPU approved NSTAR Electric’s 15-year renewable energy contract with Cape Wind Associates, LLC.  Under this contract, NSTAR Electric would purchase 129 MW of renewable energy from an offshore wind energy facility, which is currently expected to achieve commercial operation by May 2016.decoupled rate structure.  


NSTAR Electric DPU Safety and Reliability Programs (CPSL):  Since 2006,The safety and reliability programs allowed NSTAR Electric has been recovering incremental coststo recover $15 million per year, through December 31, 2015, related to DPU approved safety and reliability programs, which are designed to mitigate stray voltage and repair and replace portions of the DPU-approved Safetysystem to increase and Reliability Programs.  From 2006 through 2011, cumulative costs associated with the CPSL program resulted in an incremental revenue requirement to customers of approximately $83 million.  These amounts included incremental operations and maintenance costs and the related revenue requirement for specific capital investments relative to the CPSL programs.enhance customer safety.    


NSTAR Gas Distribution RatesOn May 28, 2010,October 30, 2015, the DPU issued its order in the NSTAR Gas distribution rate case, which approved an order on NSTAR Electric’s 2006 CPSL costannualized base rate increase of $15.8 million, plus other increases of approximately $11.5 million, mostly relating to recovery filing (the May 2010 Order).of pension and PBOP expenses and the Hopkinton Gas Service Agreement (GSA), effective January 1, 2016.  In October 2010, NSTAR Electric filed a reconciliation of the cumulative CPSL program activity for the periods 2006 through 2009 withorder, the DPU in order to determine a proposed rate adjustment.  The DPU allowed the proposed rates to go into effect January 1, 2011, subject to finalalso approved an authorized regulatory



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reconciliationROE of CPSL program9.8 percent, the establishment of a revenue decoupling mechanism, the recovery of certain bad debt expenses, and a 52.1 percent equity component of its capital structure.  On November 19, 2015, NSTAR Gas filed a motion for reconsideration of the order with the DPU seeking the correction of mathematical errors and other plant and cost of service items.


As a result of this order, Eversource recorded regulatory deferrals for costs throughthat have been approved for recovery or are expected to be approved for recovery in future rate proceedings, which resulted in the recognition of a future DPU proceeding.  In February 2013,$10.3 million after-tax benefit in 2015.  Included in this amount is a $6.3 million after-tax benefit recorded at NSTAR Electric updated the October 2010 filing with final activity through 2011.  NSTAR Electric recorded its 2006 through 2011 revenues under the CPSL programs based on the May 2010 Order.  


NSTAR Electric cannot predict the timing of a final DPU order related to its CPSL filings for the period 2006 through 2011.  While we do not believe that any subsequent DPU order would result in revenuescertain uncollectible hardship accounts receivable that are materially different thanexpected to be recovered in future rates given the amounts already recognized, it is reasonably possible that an order could have a material impact onallowed recoveries of uncollectible hardship accounts receivable by WMECO and NSTAR Electric’s results of operations, financial position and cash flows.


The April 4, 2012 DPU-approved comprehensive merger settlement agreement with the Massachusetts Attorney General stipulates that NSTAR Electric must incur a revenue requirement of at least $15 million per year for 2012 through 2015 related to these programs.  CPSL revenues will end once NSTAR Electric has recovered its 2015-related CPSL costs.  Realization of these revenues is subject to maintaining certain performance metrics over the four-year period and DPU approval.  As of December 31, 2013, NSTAR Electric was in compliance with the performance metrics and has recognized the entire $15 million revenue requirement during 2013 and 2012.Gas.


BasicNSTAR Gas - Gas Service Bad Debt AdderAgreement::  In accordance with a generic  On April 29, 2015, the DPU approved the GSA, subject to DPU modifications, between NSTAR Gas and Hopkinton LNG Corp. (HOPCO), an indirect, wholly-owned subsidiary of Eversource.  On October 30, 2015, the DPU issued its order electric utilities in Massachusetts recover the energy-related portion of bad debt costs in their Basic Service rates.  In 2007, NSTAR ElectricGas distribution rate case that required minor changes to the GSA.  On May 22, 2015 and November 17, 2015, we filed its 2006 Basic Service reconciliationrevised GSAs with the DPU proposing an adjustment relatedreflecting these modifications.  The GSA effectively replaces the former gas services agreement in place between NSTAR Gas and HOPCO, maintains NSTAR Gas Company's entitlement to the increase of its Basic Service bad debt charge-offs.  The DPU issued an order approving the implementation of a revised Basic Service rate but instructed NSTAR Electric to reduce distribution rates by an amount equal to the increase in its Basic Service bad debt charge-offs.  This adjustment to NSTAR Electric’s distribution rates would eliminate the fully reconciling nature100 percent of the Basic Service bad debt adder.


In 2010, NSTAR Electric filed an appealcurrent capacity of the DPU’s order withHOPCO facilities, and provides for the SJC.  In 2012, the SJC vacated the DPU order and remanded the matter to the DPU for further review.  The DPU has not taken any action on the remand.


NSTAR Electric deferred approximately $34 millionrecovery of costs associated with energy-related bad debt as a regulatory asset through 2011 as NSTAR Electric had concluded that it was probable that these costs would ultimatelyplanned capital expenditures at the HOPCO facilities.  We currently estimate the HOPCO facilities’ capital expenditures to be recovered from customers.  Due to delaysapproximately $200 million, most of which will be invested and placed into service in the durationfirst five years of the proceedings, NSTAR Electric concluded that while an ultimate outcomeGSA.  The GSA has a 30-year term commencing on the matter in its favor remained "more likely than not," it could no longer be deemed "probable."  As a result, NSTAR Electric recognized a reserve related to the regulatory asset in 2012.  NSTAR Electric will continue to maintain the reserve until the proceeding has been concluded with the DPU.January 1, 2016.  


New Hampshire:


Distribution Rates:  PSNH distribution rates were established in a settlement approved by the NHPUC in 2010.  Rates established therein will continue until changed by the NHPUC in a subsequent distribution rate proceeding.  In 2013,June 2015, PSNH filedsought and obtained approval for a distribution rate step increase in accordance withto fund continuation of the reliability enhancement program beyond the end of the PSNH's 2010 NHPUC approved distribution rate case settlement.  On June 27, 2013, the NHPUC approved an increase to rates of $12.6 million,effective July 1, 2013.  The increase consists primarily of $7.7 million related to net plant additions and a $5 million increase to the current level of funding for the Major Storm Cost reserve.


ESGeneration Divestiture:  


On June 10, 2015, Eversource and SCRC Rates:On December 12, 2013, PSNH entered into the 2015 Public Service Company of New Hampshire Restructuring and Rate Stabilization Agreement (the Agreement) with the New Hampshire Office of Energy and Planning, certain members of the NHPUC staff, the Office of Consumer Advocate, two State Senators, and several other parties.  The Agreement was filed a request with the NHPUC on the same day.  Under the terms of the Agreement, PSNH has agreed to adjustdivest its ESgeneration assets upon NHPUC approval.  The Agreement is designed to provide a resolution of issues pertaining to PSNH's generation assets in pending regulatory proceedings before the NHPUC.  The Agreement provided for the Clean Air Project prudence proceeding to be resolved and SCRCall remaining Clean Air Project costs to be included in rates effective January 1, 2014.  PSNH’s request proposed2016.  As part of the Agreement, PSNH has agreed to forego recovery of $25 million of the deferred equity return related to the Clean Air Project.  In addition, PSNH will not seek a general distribution rate increase effective before July 1, 2017 and will contribute $5 million to create a clean energy fund, which will not be recoverable from its customers.  In 2015, PSNH recorded the current ES$5 million contribution as a long-term liability and SCRC billingan increase to Operations and Maintenance expense on the statements of income.


Upon completion of the divestiture process, all remaining stranded costs will be recovered via bonds that will be secured by a non-bypassable charge or through other recoveries in rates billed to reflect projected costs for 2014. PSNH's customers.  For further information on the securitization legislation that was signed into law on July 9, 2015, see "Legislative and Policy Matters – New Hampshire" in thisManagement's Discussion and Analysis of Financial Conditions and Results of Operations.


On December 27, 2013,January 26, 2016, Advisory Staff of the NHPUC approvedand the request. The approved energy supply portionparties to the Agreement filed a stipulation with the NHPUC agreeing that near-term divestiture of PSNH’s generation was in the public interest and that the Agreement should be approved.  Implementation of the 2014 rateAgreement is 9.23 cents per kWhsubject to NHPUC approval, which is expected in early 2016.


We believe that full recovery of PSNH's generation assets is probable through a combination of cash flows during the remaining operating period, sales proceeds upon divestiture, and the SCRC rate for 2014 is 0.35 cents per kWh.recovery of stranded costs in future rates.


Clean Air Project Prudence ProceedingProceeding::The Clean Air Project, which involved the installation of wet scrubber technology at PSNH’sPSNH's Merrimack coal-fired generation station in Bow, New Hampshire, pursuant to state law, was placed in service in September 2011.  In November 2011, the NHPUC opened a docket to review the Clean Air Project, including the establishment of temporary rates for near-term recovery of Clean Air Project costs, a prudence review of PSNH's overall construction program, and establishment of permanent rates for recovery of prudently incurred Clean Air Project costs.  In April 2012, the NHPUC issued an order authorizing temporary rates to recover a significant portion of the Clean Air Project costs.  The docket will remain open


Pursuant to conductthe Agreement, on December 22, 2015, the NHPUC approved PSNH’s request to increase its default energy service rate for full recovery of costs (including a comprehensive prudence review ofreturn) related to the Clean Air Project, as well as a deferred equity return, effective January 1, 2016.  The approved energy supply portion of the 2016 rate is 9.99 cents per kWh (including all Clean Energy Project-related costs), and the establishmentSCRC rate for 2016 is a credit to customers of permanent rates.  The temporary rates will remain in effect until permanent rates allowing full recovery of all prudently incurred costs are approved.  At that time, the NHPUC will reconcile recoveries collected under the temporary rates with approved permanent rates.


The NHPUC has issued a series of orders ruling on the scope of its Clean Air Project inquiry and discovery issues.  On December 23, 2013, the NHPUC Staff and other intervenors filed testimony discussing the prudency of the Clean Air Project, which cost $421 million.  Discovery is currently ongoing with hearings likely in late 2014.  We continue to believe that we were prudent in the undertaking and completion of the Clean Air Project.  While we cannot predict with certainty the outcome of the Clean Air Project prudence review, we believe all costs were incurred appropriately and are probable of recovery.


PSNH Generation:On January 18, 2013, the NHPUC opened a docket to investigate market conditions affecting PSNH’s ES rate, how PSNH will maintain just and reasonable rates in light of those conditions, and any impact of PSNH’s generation ownership on the New Hampshire competitive electric market.  On July 15, 2013, the NHPUC accepted from the NHPUC Staff a "Report on Investigation into Market Conditions, Default Service Rate, Generation Ownership and Impact on the Competitive Electricity Market."  The report recommended that the NHPUC examine whether default service rates remain sustainable on a going forward basis, define "just and reasonable" with respect to default service in the context of competitive retail markets, analyze the current and expected value of PSNH’s generating units, and identify means to mitigate and address stranded cost recovery.  




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On September 18, 2013, the NHPUC issued a Request for Proposal to hire a valuation expert to determine the value of PSNH's generation assets and entitlements.  On October 16, 2013, the State of New Hampshire Legislative Oversight Committee on Electric Utility Restructuring (Oversight Committee) requested that the NHPUC conduct an analysis to determine whether it is now in the economic interest of PSNH’s retail customers for PSNH to divest its interest in generation plants.  On November 1, 2013, the Oversight Committee asked for a preliminary report on the findings by April 1, 2014 that would include at a minimum the NHPUC Staff’s position, the analysis of the valuation expert, and any recommendations for legislation that may be needed concerning divestiture or otherwise related to this issue.  A valuation expert has been hired and the investigation is currently ongoing.  At this time, we cannot predict the outcome of this review.  Our current PSNH generation rate base totals approximately $760 million.  We continue to believe all costs and generation investments are probable of recovery.


Federal:


EPA Proposed NPDES Permit:PSNH maintains a NPDES permit consistent with requirements of the Clean Water Act for Merrimack Station.  In 1997, PSNH filed in a timely manner for a renewal of this permit.  As a result, the existing permit was administratively continued.  On September 29, 2011, the EPA issued a draft renewal NPDES permit for PSNH's Merrimack Station for public review and comment.  The proposed permit contains many significant conditions to future operation.  The proposed permit would require PSNH to install a closed-cycle cooling system (including cooling towers) at the station.  The EPA estimated that the net present value cost to install this system and operate it over a 20-year period would be approximately $112 million.


On October 27, 2011, the EPA extended the initial 60-day period for public review and comment on the draft permit for an additional 90 days until February 28, 2012.  PSNH and other electric utility groups filed thousands of pages of comments contesting EPA’s draft permit requirements.  PSNH stated that the data and studies supplied to the EPA demonstrate the fact that a closed-cycle cooling system is not warranted.  The EPA does not have a set deadline to consider comments and to issue a final permit.  Merrimack Station is permitted to continue to operate under its present permit pending issuance of the final permit and subsequent resolution of matters appealed by PSNH and other parties.  Due to the site specific characteristics of PSNH's other fossil generating stations, we believe that closed-cycle cooling systems are not warranted.  0.017 cents per kWh.


Legislative and Policy Matters


Federal:


On January 2, 2013,December 18, 2015, the "American Taxpayer Relief"Protecting Americans from Tax Hikes" Act of 2012" became law, which extended the accelerated deduction of depreciation to businesses from 2015 through 2013.2019.  This extended stimulus provided NUprovides us with cash flow benefits of approximately $275 million (including approximately $105 million for CL&P) due to a refund of taxes paid in 2015 and lower expected tax payments in 2016 of approximately $300 million (approximately $95 million at CL&P, $85 million at NSTAR Electric, $35 million at PSNH, and $50 million at WMECO).million.  




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New Hampshire:  On September 13, 2013,July 9, 2015, the Internal Revenue Service issued final Tangible Property regulationsGovernor of New Hampshire signed"An Act Relative to Electric Rate Reduction Financing" (the Act) permitting the NHPUC to issue finance orders that are meant to simplify, clarify and make more administrable previously issued guidance.  Inauthorize the third quarterissuance of 2013, CL&P recorded an after-tax valuation allowance of $10.5 million against its deferred tax assets as a result of these regulations.  NU israte reduction bonds in complianceaccordance with the new regulations, but continues to evaluate several new potential elections.  Therefore, a change toPSNH divestiture agreement and the valuation allowance at CL&P could result once NU completes the reviewexpected NHPUC divestiture order, regarding cost recovery of the impactClean Air project and divestiture of the final regulations.PSNH’s remaining generation plants.  


Connecticut:


In 2013,2015, the state of Connecticut enacted into law two significant energy bills.  The first law, Public Act 13-298, implementedseveral changes to its corporate tax laws.  Among the changes, commencing as of January 1, 2015, is the reduction in the amount of tax credits that corporations can utilize against its tax liability in a numberyear and a continuation of the recommendations proposed in the CES.  Public Act 13-298 authorized the filing of a plan to expand natural gas service to Connecticut residents that currently do not have access to natural gas.  For further information on Yankee Gas’ filing, see "Regulatory Developments and Rate Matters - Connecticut - Yankee Gas Natural Gas Expansion Plan" in thisManagement's Discussion and Analysis.  The law also required PURA to implement decoupling for each of Connecticut’s electric and natural gas utilities in their next respective rate cases.  Finally, the law allows electric distribution companies to recover their costs as well as lost revenues from various state energy policy initiatives, including expanded energy efficiency programs.


The second law, Public Act 13-303, "An Act Concerning Connecticut’s Clean Energy Goals," allows DEEP to conduct a process to procure from renewable energy generators, under long-term contracts with the electric distribution companies, additional renewable generation to help Connecticut meet its Renewable Portfolio Standard (RPS).  Large scale hydropower facilities located in the New England Power Pool Generation Information System (NEPOOL GIS) geographic eligibility area or an area abutting the northern boundary of the NEPOOL GIS geographic eligibility area are eligible to bid into DEEP's process.  If Connecticut experiences a material shortfall in reaching its RPS goals, such hydropower, under certain conditions, can be used to alleviate such shortfall, up to five percent of RPS requirements in 2020.  


The law also requires DEEP to develop a schedule to assign a gradually reducing renewable energy credit value for all Class I biomass or landfill generation facilities.  Such reduced credit values will not apply to biogas or anaerobic digestion facilities, or to facilities that have a long-term contract in place.  The commissioner of DEEP may adjust such changes to the values of renewable energy credits, if such adjustment is appropriate given the availability of other Class I renewable energy sources.  


On September 26, 2013, DEEP issued a final determination that authorized the state’s electric distribution companies to enter into long-term power purchase agreements for a total of 270 MW of Class I renewable generation from two projects.  On October 23, 2013, PURA issued a final decision accepting the contracts presented by the electric distribution companies.  On October 21, 2013, DEEP



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issued a Request for Proposal seeking proposals for energy and RECs from private developers for up to 4 percent of the state’s electric distribution companies’ load (estimated to be between 100 MW to 150 MW) of Class I renewable energy resources for biomass, landfill gas and run off river hydropower projects from new or existing facilities.


Massachusetts:  


On July 24, 2013, Massachusetts enacted a law that changed thecorporate income tax surcharge through 2018, which effectively increases the state corporate tax rate applicable to utility companies9 percent for the years 2016 and 2017 and 8.25 percent for 2018.  Also, effective January 1, 2014, from 6.5 percent2016, all Connecticut companies have a mandatory unitary tax filing requirement. We continue to 8 percent.  Thereview the tax law change required NU to remeasure its accumulated deferred income taxeschanges and resulted in NU increasing its deferredtheir impact on the effective tax liability with an offsetting regulatory assetrates of approximately $61 million at its utility companies.Eversource and CL&P. 


Critical Accounting Policies


The preparation of financial statements in conformity with GAAP requires management to make estimates, assumptions and, at times, difficult, subjective or complex judgments.  Changes in these estimates, assumptions and judgments, in and of themselves, could materially impact our financial position, results of operations or cash flows.  Our management communicates to and discusses with the Audit Committee of our Board of Trustees significant matters relating to critical accounting policies.  Our critical accounting policies are discussed below.  See the combined notes to our financial statements for further information concerning the accounting policies, estimates and assumptions used in the preparation of our financial statements.  


Regulatory Accounting:Accounting  The:  Our Regulated companies are subject to rate-regulation that is based on cost recovery and meets the criteria for application of accounting policiesguidance for rate-regulated operations, which considers the effect of regulation on the timing of the recognition of certain revenues and expenses.  The Regulated companies conform to GAAP applicable to rate-regulated enterprises andcompanies' financial statements reflect the effects of the rate-making process.


The application of accounting guidance for rate-regulated enterprises results in recording regulatory assets and liabilities.  Regulatory assets represent the deferral of incurred costs that are probable of future recovery in customer ratesrates.  Regulatory assets are amortized as the incurred costs are recovered through customer rates.  In some cases, we record regulatory assets before approval for recovery has been received from the applicable regulatory commission.  We must use judgment to conclude that costs deferred as regulatory assets are probable of future recovery.  We base our conclusion on certain factors, including, but not limited to, regulatory precedent.  Regulatory liabilities represent revenues received from customers to fund expected costs that have not yet been incurred or probable future refunds to customers.


We use our best judgment when recording regulatory assets and liabilities; however, regulatory commissions can reach different conclusions about the recovery of costs, and those conclusions could have a material impact on our financial statements.  We believe it is probable that each of the Regulated companies will recover the regulatory assets that have been recorded.  If we determineddetermine that we couldcan no longer apply the accounting guidance applicable to rate-regulated enterprises to our operations, or that we could notcannot conclude that it is probable that costs wouldwill be recovered from customers in future rates, the costs would be charged to earnings in the period in which the determination is made.


For further information, see Note 3, "Regulatory Accounting," to the financial statements.  


Unbilled Revenues:  The determination of retail energy sales to residential, commercial and industrial customers is based on the reading of meters, which occurs regularly throughout the month.  Billed revenues are based on these meter readings, and the majority of our recorded annual revenues is based on actual billings.  Because customers are billed throughout the month based on pre-determined cycles rather than on a calendar month basis, an estimate of electricity or natural gas delivered to customers for which the customers have not yet been billed is calculated as of the balance sheet date.


Unbilled revenues represent an estimate of electricity or natural gas delivered to customers but not yet billed.  Unbilled revenues are included in Operating Revenues on the statement of income and are assets on the balance sheet that are reclassified to Accounts Receivable in the following month as customers are billed.  Such estimates are subject to adjustment when actual meter readings become available or when there is a change in estimates and under other circumstances.our estimates.  


The Regulated companies estimate unbilled sales monthly using the daily load cycle method.  The daily load cycle method allocates billed sales to the current calendar month based on the daily load for each billing cycle.  The billed sales are subtracted from total month load, net of delivery losses, to estimate unbilled sales.  Unbilled revenues are estimated by first allocating unbilled sales to the respective customer classes, then applying an estimated rate by customer class to those sales.  The estimate of unbilled revenues is sensitive to numerous factors such as energy demands,demand, weather and changes in the composition of customer classes that can significantly impact the amount of revenues recorded.  


For further information, see Note 1K, "Summaryrecorded at NSTAR Electric and PSNH because they do not have a revenue decoupling mechanism.  CL&P and WMECO record a regulatory deferral to reflect the actual allowed amount of Significant Accounting Policies - Revenues,"revenue for decoupling, and unbilled revenues estimation is not critical to the financial statements.  CL&P and WMECO.


Pension and PBOP:  NUSCO sponsorsWe sponsor Pension and PBOP Plans to provide retirement benefits to our employees.  Effective January 1, 2015, the NUSCOtwo Pension Plans were merged into one Pension Plan, sponsored by Eversource Service, and NSTAR Electric acts as plan sponsor for the NSTAR Pensionour PBOP Plans were merged into one PBOP Plan, both of which cover certain of our employees.  In addition, our service company sponsors the NUSCO and NSTAR PBOP plans to provide certain health care benefits, primarily medical and dental, and life insurance benefits to retired employees.  sponsored by Eversource Service.For each of these plans, several significant assumptions are used to determine the development of theprojected benefit obligation, funded status and net periodic benefit cost.  These assumptions include the expected long-term rate of return on plan assets, discount rate, compensation/progression rate, mortality assumptions, and health care cost is based on several significant assumptions.trend rates.  We evaluate these assumptions at least annually and adjust them as necessary.  Changes in these assumptions could have a material impact on our financial position, results of operations or cash flows. 




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Pre-tax net periodic benefit expense (excluding SERP) for the Pension PlansPlan (excluding the SERP Plans) was $236.3$124.2 million, $234.9$118.4 million and $127.7$236.3 million for the years ended December 31, 2013, 20122015, 2014 and 2011,2013, respectively.  The pre-tax net periodic benefit expense for the PBOP PlansPlan was $32.6$2.4 million, $72.3$8.1 million and $43.6$32.6 million for the years ended December 31, 2015, 2014 and 2013, 2012 and 2011, respectively.  NSTAR pension and PBOP expense was included in NU beginning April 10, 2012.


We develop key assumptions for purposes of measuring liabilities as of December 31st and expenses for the subsequent year.  These assumptions include the expected long-term rate of return on plan assets, discount rate, compensation/progression rate, and health care cost trend rates and are discussed below.

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Expected Long-Term Rate of Return on Plan Assets:  In developing this assumption, we consider historical and expected returns andas well as input from our consultants.  Our expected long-term rate of return on assets is based on assumptions regarding target asset allocations and corresponding expected rates of return for each asset class.  We routinely review the actual asset allocations and periodically rebalance the investments to the targeted asset allocations when appropriate.  For the year ended December 31, 2013,2015, our aggregate expected long-term rate of return assumption of 8.25 percent was used to determine our pension and PBOP expense.  For the forecasted 20142016 pension and PBOP expense, our expected long-term rate of return of 8.25 percent for all plans was used reflecting our target asset allocations within both the NUSCO and NSTAR Pension and PBOP Plans.allocations.


Discount Rate:  Payment obligations related to the Pension Plans and PBOP Plans are discounted at interest rates applicable to the expected timing of each plan’splan's cash flows.  The discount rate that iswas utilized in determining the 2015 pension and PBOP obligations iswas based on a yield-curve approach.  This approach is based onutilizes a population of bonds with an average rating of AA based on bond ratings by Moody’s,Moody's, S&P and Fitch, and uses bonds with above median yields within that population.  TheAs of December 31, 2015, the discount rates determined on this basisused to determine the funded status were 5.034.6 percent for the NUSCO Pension Plan 4.85and 4.62 percent for the NSTAR Pension Plan, 4.78PBOP Plan.  As of December 31, 2014, the discount rates used were 4.2 percent for the NUSCO PBOPPension Plans and 5.104.22 percent for the NSTAR PBOP PlanPlans.  The increase in the discount rate used to calculate the funded status resulted in a decrease on the Pension and PBOP Plan's liability of approximately $267 million and $60 million, respectively, as of December 31, 2013.2015.  


Compensation/Progression Rate:  This assumption reflects the expected long-term salary growth rate, which impacts the estimated benefits that pension plan participants receive in the future.  As of December 31, 2013 and 2012, we used a compensation/progression rate of 3.5 percent for the NUSCO Pension Plan and 4 percent for the NSTAR Pension Plan, which reflects our current expectation of future salary increases, including consideration of the levels of increases built into collective bargaining agreements.  agreements, and impacts the estimated benefits that Pension Plan participants receive in the future.  As of both December 31, 2015 and 2014, the compensation/progression rate used to determine the funded status was 3.5 percent.  


Mortality Assumptions:  Assumptions as to mortality of the participants in our Pension and PBOP Plans are a key estimate in measuring the expected payments a participant may receive over their lifetime and the corresponding plan liability we need to record.  During 2014, the Society of Actuaries released a series of updated mortality tables resulting from studies that measured mortality rates for various groups of individuals.  The updated mortality tables released in 2014 increased the life expectancy of plan participants by three to five years and had the effect of increasing the estimated benefits to be provided to plan participants.  The impact of adopting the updated mortality tables on Eversource's liability as of December 31, 2014 was an increase of approximately $340 million and $82 million for the Pension and PBOP Plans, respectively.  In 2015, a revised scale for the mortality table was released having the effect of decreasing the estimate of benefits to be provided to plan participants.  The impact of the adoption of the new mortality scale resulted in a decrease of $48 million and $23 million for the Pension and PBOP Plans' liability, respectively, as of December 31, 2015.


Actuarial Determination of Expense:  Pension and PBOP expense is determined by our actuaries and consists of service cost and prior service cost, interest cost based on the discounting of the obligations, and amortization of actuarial gains and losses, and amortization of the net transition obligation (which was fully amortized in 2013), offset by the expected return on plan assets.  Actuarial gains and losses represent differences between assumptions and actual information or updated assumptions.


We determine theThe expected return on plan assets for the NUSCO Pension and PBOP Plansis determined by applying ourthe assumed long-term rate of return to a four-year rolling average of planthe Pension and PBOP Plan asset fair values, which reduces year-to-year volatility.balances.  This calculation recognizes investment gains or losses over a four-year period from the years in which they occur.  Investment gains or losses for this purpose are the difference between the calculated expected return andis compared to the actual return or loss based on the change in the fair value of assets during the year.  As of December 31, 2013, investment gains and losses that remain to be reflected in the calculation of plan assets over the next four years were losses of $41.8 million and gains of $27.6 million for the NUSCO Pension Plan and PBOPPlans, respectively.  As investment gains and losses are reflected in the average plan asset fair values, they are subject to amortization with other unrecognized actuarial gains or losses.  The plans currently amortize unrecognized actuarial gains or losses as a component of pension and PBOP expense over the average future employee service period.  As of December 31, 2013, the net unrecognized actuarial losses on the NUSCO Pension and PBOP Plan liabilities were $628.8 million and $111 million, respectively.  For the NSTAR Pension and PBOP Plans, the entire difference between the actual and expected return on plan assets asat the end of December 31, 2013 is immediately reflected as a component of unrecognized actuarialeach year to determine the investment gains or losses to be amortized over the estimated average future service period of the employees.  As of December 31, 2013, the netimmediately reflected in unrecognized actuarial losses on the NSTAR Pensiongains and PBOP Plan liabilities were approximately $498 million and $12.1 million, respectively.losses.  


Forecasted Expenses and Expected Contributions:  Based upon the assumptions and methodologies discussed above, weWe estimate that the combined expense for the Pension Plan (excluding the SERP Plans) will be approximately $65 million and income for the PBOP Plan will be approximately $7.7 million, respectively, in 2016.  Effective January 1, 2016, we elected to transition the discount rate to the spot rate methodology from the yield-curve approach for the service and interest cost components of Pension and PBOP expense because it provides a more precise measurement by matching projected cash flows to the corresponding spot rates on the yield curve.  Historically, these components were estimated using the same weighted-average discount rate as for the funded status.  The discount rates used to estimate the 2016 service costs are 4.91 percent and 5.14 percent for the Pension and PBOP Plans, will be $132 millionrespectively.  The discount rates used to estimate the 2016 interest costs are 3.80 percent and $9.1 million, respectively, in 2014.3.72 percent for the Pension and PBOP Plans, respectively.  Pension and PBOP expense for subsequent years will depend on future investment performance, changes in future discount rates and other assumptions, and various other factors related to the populations participating in the plans.  Pension and PBOP expense charged to earnings is net of the amounts capitalized.  


We expect to continue our policy to contribute to the NUSCO PBOP Plans at the amount of PBOP expense excluding any curtailments and the NSTAR PBOP Plan at an amount that approximates benefit payments.  We contributed $57.6 million to the PBOP Plans in 2013 and expect to contribute $39.7 million in 2014.  NU'sOur policy is to annually fund the Pension Plans annuallyPlan in an amount at least equal to anthe amount that will satisfy theall federal funding requirements.  NU made contributions to the NUSCO Pension Plan totaling $202.7 million in 2013, of which $108.3 million wasWe contributed by PSNH.  NSTAR Electric contributed $82 million to the NSTAR Pension Plan in 2013.  Our Pension Plan funded ratio (the value of plan assets divided by the funding target in accordance with the requirements and guidelines of the PPA) was 94.6 percent and 96 percent as of January 1, 2013 for the NUSCO Pension Plan and NSTAR Pension Plan, respectively.  We currently estimate that aggregate contributions of $71.6$154.6 million to the Pension Plans will be madePlan in 2014.  Fluctuations in the average discount rate used to calculate expected2015.  We currently estimate approximately $146 million of contributions to the Pension Plans can have a significant impact on the amounts.Plan in 2016.  




48


For the PBOP Plan, it is our policy to annually fund the PBOP Plan though tax deductible contributions to external trusts.  We contributed $7.9 million to the PBOP Plan in 2015.  We currently estimate approximately $9.5 million in contributions to the PBOP Plan in 2016.


Sensitivity Analysis: The following represents the hypothetical increase to the Pension Plans’Plan's (excluding SERP)the SERP Plans) and PBOP Plans’Plan's reported annual cost as a result of a change in the following assumptions by 50 basis points:


 

 

Pension Plan Cost

 

PBOP Plan Cost

(Millions of Dollars)

 

As of December 31,

Assumption Change

 

 

2013

 

 

2012

 

2013

 

2012

NU

 

 

 

 

 

 

 

 

 

 

 

 

Lower long-term rate of return

 

$

17.2

 

$

15.0

 

$

3.4

 

$

3.1

Lower discount rate

 

$

22.3

 

$

22.0

 

$

6.8

 

$

6.7

Higher compensation increase

 

$

12.4

 

$

10.4

 

 

N/A

 

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

NSTAR Plans

 

 

 

 

 

 

 

 

 

 

 

 

Lower long-term rate of return

 

$

5.6

 

$

4.8

 

$

1.8

 

$

1.7

Lower discount rate

 

$

5.4

 

$

6.8

 

$

3.4

 

$

4.1

Higher compensation increase

 

$

3.8

 

$

3.6

 

 

N/A

 

 

N/A

(Millions of Dollars)

 

Increase in Pension Plan Cost

 

Increase in PBOP Plan Cost

Assumption Change

 

As of December 31,

Eversource

 

 

2015

 

 

2014

 

2015

 

2014

Lower expected long-term rate of return

 

$

20.6

 

$

19.3 

 

$

4.2

 

$

4.0 

Lower discount rate

 

$

26.3

 

$

19.1 

 

$

6.2

 

$

2.2 

Higher compensation rate

 

$

12.4

 

$

10.2 

 

 

N/A 

 

 

N/A 


Changes in pension and PBOP costs would not impact net income for the NSTAR Plans as their expenses are fully recovered in rates, which reconcile each year relative to the change in costs.

41



Health Care Cost:  The health care cost trend rate assumption used to calculate the 2013 PBOP expense amounts was 7 percent for the NUSCO PBOP Plan, subsequently decreasing by 50 basis points per year to an ultimate rate of 5 percent in 2017, and 7.10 percent for the NSTAR PBOP Plan, subsequently decreasing to an ultimate rate of 4.5 percent in 2024.  As of December 31, 2013,2015, the health care cost trend rate assumption used to determine the NUSCO and NSTAR PBOP Plans’Plan's year end funded status is 7was 6.25 percent, subsequently decreasing to an ultimate rate of 4.5 percent in 2024.2023. The effect of a hypothetical increase in the health care cost trend rate by one percentage point would be an increase to the service and interest cost components of PBOP Plan expense by $7.1million$8.5 million in 2013, with2015, and a $85.8$115.3 million impact on the postretirement benefit obligation.  See Note 10A, "Employee Benefits - Pension Benefits and Postretirement Benefits Other Than Pensions,"increase to the financial statements for more information.PBOP obligation.  


Goodwill:  We have recorded approximately $3.5 billion of goodwill associated with the previous mergers and acquisitions. NU hasWe have identified itsour reporting units for purposes of allocating and testing goodwill as Electric Distribution, Electric Transmission and Natural Gas Distribution.  These reporting units are consistent with our operating segments underlying our reportable segments.  Electric Distribution and Electric Transmission reporting units include carrying values for the respective components of CL&P, NSTAR Electric, PSNH and WMECO.  The Natural Gas Distribution reporting unit includes the carrying values of NSTAR Gas and Yankee Gas.  As of December 31, 2013,2015, goodwill was allocated to the reporting units as follows:  $2.5 billion to Electric Distribution, $0.6 billion to Electric Transmission, and $0.4 billion to Natural Gas Distribution.


We are required to test goodwill balances for impairment at least annually by considering the fair valuevalues of the reporting units, which requires us to use estimates and judgments.  We have selected October 1st of each year as the annual goodwill impairment testing date.  Goodwill impairment is deemed to exist if the carrying value of a reporting unit exceeds its estimated fair value and if the implied fair value of goodwill based on the estimated fair values of the reporting units’units' assets and liabilities is less than the carrying amount of the goodwill.  If goodwill were deemed to be impaired, it would be written down in the current period to the extent of the impairment.  


We performed an impairment test of goodwill as of October 1, 20132015 for the Electric Distribution, Electric Transmission and Natural Gas Distribution reporting units.  This evaluation required the testconsideration of several factors that impact the fair value of the reporting units, including conditions and assumptions that affect the future cash flows of the reporting units. Key considerations include discount rates, utility sector market performance and merger transaction multiples, and internal estimates of future cash flows and net income.  


The 20132015 goodwill impairment test resulted in a conclusion that goodwill is not impaired and none of theno reporting unitsunit is at risk of a goodwill impairment.  


Income Taxes:  Income tax expense is estimated annually for each of the jurisdictions in which we operate.operate and is recorded each quarter using an estimated annualized effective tax rate.  This process to record income tax expense involves estimating current and deferred income tax expense or benefit and the impact of temporary differences resulting from differing treatment of items for financial reporting and income tax return reporting purposes.  Such differences are the result of timing of the deduction for expenses, as well as any impact of permanent differences, non-tax deductible expenses, or other items including items that directly impact ourincome tax returnexpense as a result of a regulatory activity (flow-through items).  The temporary differences and flow-through items result in deferred tax assets and liabilities that are included in the balance sheets.  The income tax estimation process impacts all of our segments.  We record income tax expense quarterly using an estimated annualized effective tax rate.  


A reconciliation of expected tax expense at the statutory federal income tax rate to actual tax expense recorded is included in Note 11, "Income Taxes," to the financial statements.


We also account for uncertainty in income taxes, which applies to all income tax positions previously filed in a tax return and income tax positions expected to be taken in a future tax return that have been reflected on our balance sheets.  We follow generally accepted accounting principles to address the methodology to be used in recognizing, measuring and classifying the amounts associated with tax positions that are deemed to be uncertain, including related interest and penalties.  The determination of whether a tax position meets the recognition threshold under thisapplicable accounting guidance is based on facts and circumstances available to us.  Once a tax position meets the recognition threshold, the tax benefit is measured using a cumulative probability assessment.  Assigning probabilities in measuring a recognized tax position and evaluating new information or events in subsequent periods requires significant judgment and could change previous conclusions used to measure the tax position estimate.  New information or events may include tax examinations or appeals



49



(including (including information gained from those examinations), developments in case law, settlements of tax positions, changes in tax law and regulations, rulings by taxing authorities and statute of limitation expirations.  Such information or events may have a significant impact on our financial position, results of operations and cash flows.  


Accounting for Environmental Reserves:  Environmental reserves are accrued when assessments indicate it is probable that a liability has been incurred and an amount can be reasonably estimated.  Adjustments made to estimates of environmental liabilities could have a significantan adverse impact on earnings.  We estimate these liabilities based on findings through various phases of the assessment, considering the most likely action plan from a variety of available remediation options (ranging from no action required to full site remediation and long-term monitoring), current site information from our site assessments, remediation estimates from third party engineering and remediation contractors, and our prior experience in remediating contaminated sites.  If a most likely action plan cannot yet be determined, we estimate the liability based on the low end of a range of possible action plans. A significant portion of our environmental sites and reserve amounts relate to former MGP sites that were operated several decades ago and manufactured gas from coal and other processes, which resulted in certain by-products remaining in the environment that may pose a potential risk to human health and the environment.  As assessments on these sites are performed, we may receive new information to be considered in our estimates related to the extent and nature of the contamination and the costs of required remediation.


Our estimates also incorporate currently enacted state and federal environmental laws and regulations and data released by the EPA and other organizations.  The estimates associated with each possible action plan are judgmental in nature partly because there are usually several different remediation options from which to choose.  Our estimates are subject to revision in future periods based on actual costs or new information from other sources, including the level of contamination at the site, the extent of our responsibility or the extent of remediation required, recently enacted laws and regulations or a change in cost estimates due to certain economic factors.  


For further information, see Note 12A, "Commitments and Contingencies - Environmental Matters," to the financial statements.


Fair Value Measurements:  We follow fair value measurement guidance that defines fair value as the price that would be received for the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price).  We have applied this guidance to our Company's derivative contracts that are recorded at fair value,not elected or designated as "normal purchases or normal sales" (normal), to marketable securities held in NU’s supplemental benefit trust and WMECO’s spent nuclear fuel trust, the marketable securities held in CYAPC's and YAEC's nuclear decommissioning trusts, to our valuations of investments in our Pension and PBOP plans,Plans, and nonrecurring fair value measurements ofto nonfinancial assets such as goodwill and AROs.  This guidance was also applied in estimating the fair value of preferred stock and long-term debt.


Changes in fair value of the regulatedRegulated company derivative contracts are recorded as Regulatory Assets or Liabilities, as we expect to recover the costs of these contracts in rates.rates charged to customers.  These valuations are sensitive to the prices of energy and energy-related products in future years for which markets have not yet developed and assumptions are made.  



42




We use quoted market prices when available to determine the fair valuesvalue of financial instruments.  If quoted market prices are not available, fair value is determined using quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments that are not active and model-derived valuations.  When quoted prices in active markets for the same or similar instruments are not available, we value derivative contracts using models that incorporate both observable and unobservable inputs.  Significant unobservable inputs utilized in the models include energy and energy-related product prices for future years for long-dated derivative contracts future contract quantities under full requirements and supplemental sales contracts, and market volatilities.  Discounted cash flow valuations incorporate estimates of premiums or discounts, reflecting risk adjusted profit that would be required by a market participant to arrive at an exit price, using available historical market transaction information.  Valuations of derivative contracts also reflect our estimates of nonperformance risk, including credit risk.  


For further information on derivative contracts and marketable securities, see Note 1I, "Summary of Significant Accounting Policies - Derivative Accounting," Note 5, "Derivative Instruments," and Note 6, "Marketable Securities," to the financial statements.


Other Matters


Accounting Standards Recently Adopted:Standards:  For information regarding new accounting standards, see Note 1C, "Summary of Significant Accounting Policies - Accounting Standards," to the financial statements.


Contractual Obligations and Commercial Commitments:  Information regarding our contractual obligations and commercial commitments as of December 31, 20132015 is summarized annually through 20182020 and thereafter as follows:


NU

 

(Millions of Dollars)

 

2014

 

2015

 

2016

 

2017

 

2018

 

Thereafter

 

Total

Long-term debt maturities(a)

 

$

576.7

 

$

216.7

 

$

200.0

 

$

745.0

 

$

810.0

 

$

5,031.6

 

$

7,580.0

Estimated interest payments on existing debt(b)

 

 

329.1

 

 

309.9

 

 

304.1

 

 

299.6

 

 

247.3

 

 

2,124.6

 

 

3,614.6

Capital leases(c)

 

 

2.6

 

 

2.4

 

 

2.2

 

 

2.1

 

 

2.1

 

 

5.4

 

 

16.8

Operating leases(d)

 

 

20.1

 

 

18.1

 

 

15.4

 

 

12.4

 

 

8.5

 

 

22.3

 

 

96.8

Funding of pension obligations(d) (h)

 

 

71.6

 

 

188.4

 

 

173.7

 

 

127.9

 

 

36.3

 

 

-

 

 

597.9

Funding of other postretirement benefit obligations(d)

 

 

39.7

 

 

37.2

 

 

18.0

 

 

15.2

 

 

14.4

 

 

-

 

 

124.5

Estimated future annual long-term contractual costs (e)

 

 

705.4

 

 

615.6

 

 

538.1

 

 

428.7

 

 

368.1

 

 

2,385.6

 

 

5,041.5

Other purchase commitments(d) (g)

 

 

1,550.7

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

1,550.7

Total(f) (i)

 

$

3,295.9

 

$

1,388.3

 

$

1,251.5

 

$

1,630.9

 

$

1,486.7

 

$

9,569.5

 

$

18,622.8




50




Eversource

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Millions of Dollars)

 

2016 

 

 

2017 

 

 

2018 

 

 

2019 

 

 

2020 

 

 

Thereafter

 

 

Total

Long-term debt maturities(a)

$

 200.0 

 

$

 745.0 

 

$

 960.0 

 

$

 800.0 

 

$

 295.0 

 

$

 5,736.6 

 

$

 8,736.6 

Estimated interest payments on existing debt(b)

 

 371.2 

 

 

 366.6 

 

 

 313.1 

 

 

 284.2 

 

 

 245.8 

 

 

 2,849.6 

 

 

 4,430.5 

Capital leases(c)

 

 2.2 

 

 

 2.1 

 

 

 2.1 

 

 

 2.0 

 

 

 2.0 

 

 

 1.4 

 

 

 11.8 

Operating leases(d)

 

 16.4 

 

 

 13.8 

 

 

 10.4 

 

 

 8.5 

 

 

 6.8 

 

 

 15.4 

 

 

 71.3 

Funding of pension obligations(d) (e)

 

 146.0 

 

 

 167.5 

 

 

 114.5 

 

 

 70.6 

 

 

 20.2 

 

 

 -   

 

 

 518.8 

Funding of PBOP obligations(d)

 

 9.5 

 

 

 9.2 

 

 

 9.4 

 

 

 9.6 

 

 

 -   

 

 

 -   

 

 

 37.7 

Estimated future annual long-term contractual costs(e)(f)

 

 684.5 

 

 

 590.6 

 

 

 442.3 

 

 

 376.2 

 

 

 344.9 

 

 

 2,371.7 

 

 

 4,810.2 

Total(g)

$

 1,429.8 

 

$

 1,894.8 

 

$

 1,851.8 

 

$

 1,551.1 

 

$

 914.7 

 

$

 10,974.7 

 

$

 18,616.9 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CL&P

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Millions of Dollars)

 

2014

 

2015

 

2016

 

2017

 

2018

 

Thereafter

 

Total

 

2016 

 

 

2017 

 

 

2018 

 

 

2019 

 

 

2020 

 

 

Thereafter

 

 

Total

Long-term debt maturities(a)

 

$

150.0

 

$

162.0

 

$

-

 

$

250.0

 

$

300.0

 

$

1,640.3

 

$

2,502.3

$

 -   

 

$

 250.0 

 

$

 300.0 

 

$

 250.0 

 

$

 -   

 

$

 1,990.3 

 

$

 2,790.3 

Estimated interest payments on existing debt (b)

 

 

127.9

 

118.2

 

115.7

 

111.7

 

93.4

 

953.7

 

1,520.6

 

 140.0 

 

 

 136.0 

 

 

 117.8 

 

 

 102.4 

 

 

 95.5 

 

 

 1,402.7 

 

 

 1,994.4 

Capital leases(c)

 

 

2.1

 

2.0

 

1.9

 

2.0

 

2.0

 

5.4

 

15.4

 

 1.9 

 

 

 1.9 

 

 

 2.0 

 

 

 2.0 

 

 

 2.0 

 

 

 1.4 

 

 

 11.2 

Operating leases(d)

 

 

4.0

 

3.6

 

2.9

 

1.7

 

1.2

 

4.7

 

18.1

 

 2.9 

 

 

 2.0 

 

 

 1.3 

 

 

 1.0 

 

 

 0.7 

 

 

 1.7 

 

 

 9.6 

Funding of pension obligations(d) (h)

 

 

-

 

-

 

0.5

 

     10.2

 

5.4

 

-

 

16.1

Funding of other postretirement benefit obligations(d)

 

 

4.2

 

3.4

 

1.9

 

0.6

 

0.6

 

0.5

 

11.2

Estimated future annual long-term contractual costs(e)(f)

 

 

    256.1

 

249.9

 

247.2

 

191.1

 

176.8

 

    872.6

 

1,993.7

Other purchase commitments(d) (g)

 

 

678.9

 

 

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

678.9

Total(f) (i)

 

$

1,223.2

 

$

 539.1

 

$

370.1

 

$

567.3

 

$

579.4

 

$

  3,477.2

 

$

6,756.3

Funding of pension obligations(d) (e)

 

 0.4 

 

 

 15.5 

 

 

 26.3 

 

 

 21.1 

 

 

 6.1 

 

 

 -   

 

 

 69.4 

Estimated future annual long-term contractual costs(f)

 

 279.4 

 

 

 207.9 

 

 

 159.5 

 

 

 126.9 

 

 

 114.5 

 

 

 711.6 

 

 

 1,599.8 

Total(g)

$

 424.6 

 

$

 613.3 

 

$

 606.9 

 

$

 503.4 

 

$

 218.8 

 

$

 4,107.7 

 

$

 6,474.7 


(a)

Long-term debt maturities exclude fees and interest due forthe CYAPC pre-1983 spent nuclear fuel disposal costs,obligation, net unamortized premiums, discounts and discounts,debt issuance costs, and other fair value adjustments.


(b)

Estimated interest payments on fixed-rate debt are calculated by multiplying the coupon rate on the debt by its scheduled notional amount outstanding for the period of measurement.  Estimated interest payments on floating-rate debt are calculated by multiplying the averageend of the 20132015 floating-rate resetsreset on the debt by its scheduled notional amount outstanding for the period of measurement.  This same rate is then assumed for the remaining life of the debt.  


(c)

The capital lease obligations include imputed interest.


(d)

Amounts are not included on our balance sheets.  


(e)

Other than the net mark-to-market changes on derivative contracts held by the Regulated companies, these obligations are not included on our balance sheets.  


(f)

Does not include unrecognized tax benefits as of December 31, 2013, as we cannot make reasonable estimates of the periods or the potential amounts of cash settlement with the respective taxing authorities.  Also does not include an NU contingent commitment of approximately $38.1 million to an energy investment fund, which would be invested under certain conditions, as we cannot make reasonable estimates of the periods or the investment contributions.  


(g)

Amount represents open purchase orders, excluding those obligations that are included in the capital leases, operating leases and estimated future annual long-term contractual costs.  These payments are subject to change as certain purchase orders include estimates based on projected quantities of material and/or services that are provided on demand, the timing of which cannot be determined.  Because payment timing cannot be determined, we include all open purchase order amounts in 2014.  


(h)

These amounts represent NU'sEversource's estimated minimum pension contributions to its qualified Pension Plans required under federal legislation.Plan.  Contributions in 20152017 through 20182020 and thereafter will vary depending on many factors, including the performance of existing plan assets, valuation of the plan's liabilities and long-term discount rates, and are subject to change.   


(i)(f)

ExcludesOther than certain derivative contracts held by the Regulated companies, these obligations are not included on our balance sheets.  


(g)

Does not include other long-term liabilities including the unrecognized tax benefits described above, deferred contractual obligations,recorded on our balance sheet, such as environmental reserves, employee medical insurance, and other reserves ($26.7 million at NU and $13.5 million at CL&P), workers compensation and long-term disability insurance reserves, ($43.3 million at NUARO liability reserves and $21.5 million at CL&P) and the ARO liabilityother reserves, as we cannot make reasonable estimates of the timing of payments.  Also does not include amounts not included on our balance sheets for future funding of the Access Northeast project or for a contingent commitment of approximately $20 million to an energy investment fund, which would be invested under certain conditions, as we cannot make reasonable estimates of the periods or the investment contributions.


For further information regarding our contractual obligations and commercial commitments, see Note 8,6, "Asset Retirement Obligations,"  Note 7, "Short-Term Debt," Note 9,8, "Long-Term Debt," Note 10A,9A, "Employee Benefits - Pension Benefits and Postretirement Benefits Other Than Pensions," Note 12B,11, "Commitments and Contingencies, - Long-Term Contractual Arrangements," and Note 13,12, "Leases," to the financial statements.




5143



RESULTS OF OPERATIONS – NORTHEAST UTILITIESEVERSOURCE ENERGY AND SUBSIDIARIES


The following provides the amounts and variances in operating revenues and expense line items forin the consolidated statements of income for NUEversource for the years ended December 31, 2015, 2014, and 2013 included in this Annual Report on Form 10-K for the years ended December 31, 2013, 2012, and 2011.  The year ended December 31, 2012 amounts include the operations of NSTAR beginning April 10, 2012:10-K.  


Comparison of 20132015 to 20122014:


 

 

For the Years Ended December 31,

 

 

 

 

 

 

 

 

 

 

Increase/

 

 

 

(Millions of Dollars)

2015 

2014 

(Decrease)

Percent

 

Operating Revenues

$

 7,954.8 

 

$

 7,741.9 

 

$

 212.9 

 

 2.7 

%

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Purchased Power, Fuel and Transmission

 

 3,086.9 

 

 

 3,021.6 

 

 

 65.3 

 

 2.2 

 

 

Operations and Maintenance

 

 1,329.3 

 

 

 1,427.6 

 

 

 (98.3)

 

 (6.9)

 

 

Depreciation

 

 665.9 

 

 

 614.7 

 

 

 51.2 

 

 8.3 

 

 

Amortization of Regulatory Assets, Net

 

 22.3 

 

 

 10.7 

 

 

 11.6 

 

(a)

 

 

Energy Efficiency Programs

 

 495.7 

 

 

 473.1 

 

 

 22.6 

 

 4.8 

 

 

Taxes Other Than Income Taxes

 

 590.5 

 

 

 561.4 

 

 

 29.1 

 

 5.2 

 

 

 

Total Operating Expenses

 

 6,190.6 

 

 

 6,109.1 

 

 

 81.5 

 

 1.3 

 

Operating Income

 

 1,764.2 

 

 

 1,632.8 

 

 

 131.4 

 

 8.0 

 

Interest Expense

 

 372.4 

 

 

 362.1 

 

 

 10.3 

 

 2.8 

 

Other Income, Net

 

 34.2 

 

 

 24.6 

 

 

 9.6 

 

 39.0 

 

Income Before Income Tax Expense

 

 1,426.0 

 

 

 1,295.3 

 

 

 130.7 

 

 10.1 

 

Income Tax Expense

 

 540.0 

 

 

 468.3 

 

 

 71.7 

 

 15.3 

 

Net Income

 

 886.0 

 

 

 827.0 

 

 

 59.0 

 

 7.1 

 

Net Income Attributable to Noncontrolling Interests

 

 7.5 

 

 

 7.5 

 

 

 - 

 

 - 

 

Net Income Attributable to Common Shareholders

$

 878.5 

 

$

 819.5 

 

$

 59.0 

 

 7.2 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) Percent greater than 100 percent not shown as it is not meaningful.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

 

 

 

 

 

For the Years Ended December 31,

 

 

 

 

 

 

 

 

 

 

Increase /

 

 

 

(Millions of Dollars)

2015 

2014 

(Decrease)

Percent

 

Electric Distribution

$

 5,903.6 

 

$

 5,663.4 

 

$

 240.2 

 

 4.2 

%

Natural Gas Distribution

 

 995.5 

 

 

 1,007.3 

 

 

 (11.8)

 

 (1.2)

 

Electric Transmission

 

 1,069.1 

 

 

 1,018.2 

 

 

 50.9 

 

 5.0 

 

Other and Eliminations

 

 (13.4)

 

 

 53.0 

 

 

 (66.4)

 

(a)

 

Total Operating Revenues

$

 7,954.8 

 

$

 7,741.9 

 

$

 212.9 

 

 2.7 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) Percent greater than 100 percent not shown as it is not meaningful.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A summary of our retail electric sales volumes and firm natural gas sales volumes were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

 

 

 

 

 

 

 

 

 

 

Increase/

 

 

 

 

2015 

2014 

(Decrease)

Percent

 

Electric Sales Volumes in GWh:

 

 

 

 

 

 

 

 

 

 

 

 

Traditional

 

 28,982 

 

 

 28,811 

 

 

171 

 

 0.6 

%

 

Decoupled

 

 25,634 

 

 

 25,631 

 

 

 

-

 

Total Electric Sales Volumes in GWh

 

 54,616 

 

 

 54,442 

 

 

174 

 

 0.3 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Firm Natural Gas Sales Volumes in Million Cubic Feet

 

 102,999 

 

 

 104,191 

 

 

 (1,192)

 

 (1.1)

%


Operating Revenues, which primarily consist of base electric and natural gas distribution revenues and tracked revenues further described below, increased by $212.9 million in the aggregate in 2015 compared to 2014.  


 

 

 

Operating Revenues and Expenses

 

 

 

For the Years Ended December 31,

 

(Millions of Dollars)

2013 

 

2012(a)

 

Increase/

 

Percent

 

 

(Decrease)

 

Operating Revenues

$

 7,301.2 

 

$

 6,273.8 

 

$

 1,027.4 

 

 16.4 

%

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchased Power, Fuel and Transmission

 

 2,483.0 

 

 

 2,084.4 

 

 

 398.6 

 

 19.1 

 

 

 

Operations and Maintenance

 

 1,515.0 

 

 

 1,583.1 

 

 

 (68.1)

 

 (4.3)

 

 

 

Depreciation

 

 610.8 

 

 

 519.0 

 

 

 91.8 

 

 17.7 

 

 

 

Amortization of Regulatory Assets, Net

 

 206.3 

 

 

 79.8 

 

 

 126.5 

 

(b)

 

 

 

Amortization of Rate Reduction Bonds

 

 42.6 

 

 

 142.0 

 

 

 (99.4)

 

 (70.0)

 

 

 

Energy Efficiency Programs

 

 401.9 

 

 

 313.1 

 

 

 88.8 

 

 28.4 

 

 

 

Taxes Other Than Income Taxes

 

 512.2 

 

 

 434.2 

 

 

 78.0 

 

 18.0 

 

 

 

 

Total Operating Expenses

 

 5,771.8 

 

 

 5,155.6 

 

 

 616.2 

 

 12.0 

 

 

Operating Income

$

 1,529.4 

 

$

 1,118.2 

 

$

 411.2 

 

 36.8 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

The 2012 results include the operations of NSTAR beginning April 10, 2012.  

 

(b)

Percent greater than 100 percent not shown as it is not meaningful.  

 


Operating Revenues

 

 

 

For the Years Ended December 31,

 

(Millions of Dollars)

2013 

 

2012(a)

 

Increase/

(Decrease)

 

Percent

 

Electric Distribution

$

 5,362.3 

 

$

 4,716.5 

 

$

 645.8 

 

 13.7 

%

Natural Gas Distribution

 

 855.8 

 

 

 572.9 

 

 

 282.9 

 

 49.4 

 

 

Total Distribution

 

 6,218.1 

 

 

 5,289.4 

 

 

 928.7 

 

 17.6 

 

Transmission

 

 978.7 

 

 

 861.5 

 

 

 117.2 

 

 13.6 

 

 

Total Regulated Companies

 

 7,196.8 

 

 

 6,150.9 

 

 

 1,045.9 

 

 17.0 

 

Other and Eliminations

 

 104.4 

 

 

 122.9 

 

 

 (18.5)

 

 (15.1)

 

Total Operating Revenues

$

 7,301.2 

 

$

 6,273.8 

 

$

 1,027.4 

 

 16.4 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

The 2012 results include the operations of NSTAR beginning April 10, 2012.  


A summary of our retail electric sales and firm natural gas sales were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

 

 

 

2013 

 

2012(a)

 

Increase

 

Percent

 

Retail Electric Sales in GWh

 55,331 

 

 54,808 

 

 523 

 

 1.0 

%

Firm Natural Gas Sales in Million Cubic Feet

 98,258 

 

 87,527 

 

 10,731 

 

 12.3 

%

 

 

 

 

 

 

 

 

 

 

(a)

Results include retail electric sales of NSTAR Electric and the firm natural gas sales of NSTAR Gas from January 1, 2012 through December 31, 2012 for comparative purposes only.


OurBase electric and natural gas distribution revenues:  Base electric distribution segment revenues increased $150.9 million due primarily to CL&P’s base distribution rate increase, effective December 1, 2014 ($136.3 million) and higher retail sales volumes driven by weather impacts at our non-decoupled operating companies (traditional).  In addition, Operating Revenues increased in 2013, as$19.9 million at CL&P due to the PURA-approved settlement agreement regarding ADIT, $11 million for the Comprehensive Settlement Agreement associated with the recovery of LBR related to 2009 through 2011 energy efficiency programs at NSTAR Electric, and $20.7 million increase of 2015 LBR recognition at NSTAR Electric compared to 2012, due primarily to2014 LBR amounts.  The $19.9 million represents CL&P's revenue requirement from the additionsettlement agreement's rate increase through December 31, 2015, and is being collected from customers in rates over a 24-month period beginning December 1, 2015.  The impact of NSTAR's operations.  Duringcolder winter weather experienced in the first quarter of 2013, the former operating subsidiaries of NSTAR contributed approximately $800 million of operating revenues.  Absent the first quarter 2013 NSTAR operating revenues, our Operating Revenues increased approximately $227 million due primarily to:  


·

A $62.5 million increase in transmission revenues, net of applicable eliminations, as a result of the recovery of higher transmission expenses and continuing investments in our transmission infrastructure.  The increase was partially offset by the establishment of a reserve related to the FERC ALJ initial decision2015and warmer weather in the third quarter of 2013.


·

A $34.3 million2015, partially offset by milder winter weather in the fourth quarter of 2015, all as compared to the same periods in 2014, were the primary drivers of the increase in 2015 retail electric sales volumes of 0.6 percent and base electric distribution revenues net of applicable eliminations, reflecting an increase of approximatelyat NSTAR Electric and PSNH.


For CL&P (effective December 1, percent2014) and WMECO, fluctuations in retail electric sales.sales volumes do not impact earnings due to their respective regulatory commission approved revenue decoupling mechanisms.  The increaserevenue decoupling mechanisms permit recovery of a base amount of distribution revenues and break the relationship between sales volumes and revenues recognized.  Revenue decoupling mechanisms result in the



44



recovery of our approved base distribution revenue requirements.  Therefore, changes in sales volumes had no impact on the level of base distribution revenue realized at our decoupled companies.


Firm natural gas base distribution segment revenues decreased $4.9 million due primarily to a 1.1 percent decrease in firm natural gas sales volumes in 2015, as compared to 2014.  This was driven primarilydue to record warm weather in the fourth quarter of 2015 when compared to 2014, partially offset by the colder winter weather experienced throughout our service territories in earlythe first quarter of 2015 compared to 2014.  Weather-normalized firm natural gas sales volumes (based on 30-year average temperatures) increased 2.5 percent in 2015 compared to 2014, due primarily to improved economic conditions as well as residential and late 2013.  In addition, the increase in revenues resulted from the NHPUC-approved distribution rate increases at PSNH effective July 1, 2012 and July 1, 2013 as a result of the 2010 distribution rate case settlement.  These positive impacts on revenue werecommercial customer growth, partially offset by the impact of ourcustomer conservation efforts resulting from company-sponsored energy efficiency programs.




52



·

A $28.8 millionincreaseTracked distribution revenues:Tracked revenues consist of certain costs that are recovered from customers in firmrates through regulatory commission-approved cost tracking mechanisms and therefore have no impact on earnings.  Costs recovered through cost tracking mechanisms include energy supply procurement costs and other energy-related costs for our electric and natural gas customers, retail transmission charges, energy efficiency program costs, and restructuring and stranded cost recovery revenues.  Tracked electric distribution revenues.  This increase wassegment revenues increased primarily as a result of increases in energy supply costs ($176.4 million), driven by increased average retail rates, and increases in energy efficiency program revenues ($18.3 million).  These increases were partially offset by a decrease in retail electric transmission charges ($77.5 million) and a decrease in the colder winter weatherfederally mandated congestion charge primarily driven by refunds in early and late 2013, residential customer growth, an increase in2015 for a prior year overrecovery ($103.9 million).  Tracked natural gas conversions, the migrationsupply revenues decreased $20.1 million as a result of interruptible customers switching to firm servicea decrease in average rates and the addition of gas-fired distributed generation.


·

The remaining increase was due primarily to higher revenues from our tracker mechanisms related to the recovery of energynatural gas supply retailcosts.


Electric transmission revenues:  The electric transmission segment revenues increased by $50.9 million due primarily to the result of lower reserves associated with the FERC ROE complaint proceedings in 2015 compared to 2014 and company-sponsored energy efficiency programs.  Revenues relatedhigher revenue requirements associated with ongoing investments in our transmission infrastructure.


Other:  Other revenues decreased due primarily to cost recovery mechanisms vary from period to period basedthe sale of Eversource's unregulated contracting business on the timing of collections of the costs incurred.  These revenues had no material impact on earnings.  April 13, 2015 ($55 million).


Purchased Power, Fuel and Transmission expense includes costs associated with purchasing electricity and natural gas on behalf of our customers.  These energy supply costs are recovered from customers in rates through reconciling cost tracking mechanisms, which have no impact on earnings (tracked costs).  Purchased Power, Fuel and Transmission increased in 2013,2015, as compared to 2012, due primarily to the following:


2013 Increase/(Decrease)

(Millions of Dollars)

Compared to 2012

The addition of NSTAR's operations

$

321.4 

Transmission segment costs

70.8 

Firm natural gas sales related costs

42.0 

Partially offset by:

Electric distribution segment fuel and energy supply costs

(13.9)

CfDs and capacity contracts

(12.0)

All other items

(9.7)

$

398.6 


Operations and Maintenancedecreased in 2013, as compared to 2012,2014, due primarily to the following:


(Millions of Dollars)

Increase/(Decrease)

The addition of NSTAR’s operationsElectric Distribution

$

123.674.8 

Partially offset by:Natural Gas Distribution

(1.6)

Electric Transmission

2.8 

Other and Eliminations

(10.7)

Total Purchased Power, Fuel and Transmission

$

65.3 


The increase in purchased power costs at the electric distribution business was driven by higher prices associated with the procurement of energy supply in 2015, as compared to 2014.  The decrease in purchased power costs at the natural gas distribution business was due to lower average natural gas prices in 2015, as compared to 2014.


Operations and Maintenanceexpense includes tracked costs and costs that are part of base electric and natural gas distribution rates with changes impacting earnings (non-tracked costs).  Operations and Maintenance decreased in 2015, as compared to 2014, due primarily to the following:

(Millions of Dollars)

Increase/(Decrease)

Base Electric Distribution:

   Resolution of basic service bad debt adder mechanism at NSTAR Electric

$

(24.2)

   Contribution to create clean energy fund in connection with the generation
    divestiture agreement at PSNH

5.0 

   Increase in employee-related expenses, including labor and benefits

1.8 

   Other operations and maintenance

7.0 

Total Base Electric Distribution

(10.4)

Total Base Natural Gas Distribution

(1.5)

Total Tracked costs (Transmission and Electric and Natural Gas Distribution)

(9.3)

Total Distribution and Transmission

(21.2)

Other and eliminations:

 

 

  Integration merger and settlement agreement costs

 

(150.3)(8.4)

  NU’sAbsence of Eversource's unregulated electrical contracting business costsdue to sale
    in April 2015, net

 

(17.4)(45.7)

  General and administrativeMerger-related costs allowed for recovery

 

(12.9)(7.0)

  Transmission segment costsES Parent and Other Companies

 

(5.2)(16.0)

  Natural gas segment costs

10.5 

  Electric distribution segment costs

1.3 

  All other items

(17.7)

Total Operations and Maintenance

$

(68.1)(98.3)


Depreciationincreased in 2013,2015, as compared to 2012, due primarily to the addition of NSTAR ($54.2 million) and the consolidation of CYAPC and YAEC ($13.7 million).  Excluding the impact of NSTAR and the consolidation of CYAPC and YAEC, depreciation increased2014, due primarily to higher utility plant in service balances resulting from completed construction projects placed into service.service and an increase in depreciation rates at CL&P as a result of the distribution rate case effective December 1, 2014.  




45



Amortization of Regulatory Assets, Net,which are tracked costs, include certain regulatory-approved tracking mechanisms.  Fluctuations in these costs are recovered from customers in rates and have no impact on earnings.  Amortization of Regulatory Assets, Net, increased in 2013,2015, as compared to 2012,2014, due primarily to the following:


(Millions of Dollars)

Increase/(Decrease)

CL&P:

 

 

   Amortization increase (including storm cost recovery) approved and included in
    base distribution rates

$

61.0

   Energy and energy-related supply costs tracking mechanism

 

(108.0)

NSTAR Electric (primarily the recognition of the Comprehensive Settlement  
  Agreement, partially offset by transition costs tracking mechanism)

 

(6.7)

PSNH (primarily default energy service charge tracking mechanism)

 

45.9

WMECO (primarily the absence of the refund of DOE proceeds to customers in 2014
  and energy and energy-related cost tracking mechanisms)

 

20.7

Other

 

(1.3)

Total Amortization of Regulatory Assets, Net

$

11.6


The increase in CL&P's amortization was due primarily to an increase in storm cost recovery, which was approved and included in distribution rates effective December 1, 2014.  In connection with the Comprehensive Settlement Agreement associated with the CPSL program filings, NSTAR Electric recognized an $11.7 million benefit in the first quarter of 2015, which was recorded as a reduction to amortization expense.  


The remaining fluctuations in amortization expense are driven by the deferral of energy supply and energy-related costs, which can fluctuate from period to period based on the timing of costs incurred and related rate changes to recover these costs.  Fluctuations in energy supply and energy-related costs, which are the primary drivers in amortization, are recovered from customers in rates and have no impact on earnings.  


Energy Efficiency Programs, which are tracked costs, increased in 2015, as compared to 2014, due primarily to an increase in energy efficiency costs in accordance with the three-year program guidelines established by the DPU at NSTAR Electric.  


Taxes Other Than Income Taxes increased in 2015, as compared to 2014, due primarily to an increase in property taxes as a result of both an increase in utility plant balances and property tax rates.


Interest Expenseincreased in 2015, as compared to 2014, due primarily to an increase in interest on long-term debt ($9.3 million) as a result of new debt issuances in 2015 and an increase in interest on notes payable ($1.9 million).


Other Income, Netincreased in 2015, as compared to 2014, due primarily to higher equity AFUDC amounts ($5.1 million) and an increase in interest income related to the deferred compensation plans ($4.3 million), partially offset by the absence in 2015 of a gain on the sale of land recorded in 2014 at CL&P ($4.5 million).


Income Tax Expense increased in 2015, as compared to 2014, due primarily to higher pre-tax earnings ($45.7 million), higher state taxes, the impact of adjusting our estimated tax expense to what was filed on our tax return (provision to return), the lower tax benefit in 2015 compared to 2014 from a change in tax reserves ($19.8 million), and higher items that impact our tax rate as a result of regulatory treatment (flow-through items) ($6.2 million).  




46



Comparison of 2014 to 2013:


 

 

 

For the Years Ended December 31,

 

 

 

 

 

 

 

 

 

 

Increase/

 

 

 

(Millions of Dollars)

2014 

2013 

(Decrease)

Percent

 

Operating Revenues

$

 7,741.9 

 

$

 7,301.2 

 

$

 440.7 

 

 6.0 

%

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Purchased Power, Fuel and Transmission

 

 3,021.6 

 

 

 2,483.0 

 

 

 538.6 

 

 21.7 

 

 

Operations and Maintenance

 

 1,427.6 

 

 

 1,515.0 

 

 

 (87.4)

 

 (5.8)

 

 

Depreciation

 

 614.7 

 

 

 610.8 

 

 

 3.9 

 

 0.6 

 

 

Amortization of Regulatory Assets, Net

 

 10.7 

 

 

 206.3 

 

 

 (195.6)

 

 (94.8)

 

 

Amortization of Rate Reduction Bonds

 

 - 

 

 

 42.6 

 

 

 (42.6)

 

 (100.0)

 

 

Energy Efficiency Programs

 

 473.1 

 

 

 401.9 

 

 

 71.2 

 

 17.7 

 

 

Taxes Other Than Income Taxes

 

 561.4 

 

 

 512.2 

 

 

 49.2 

 

 9.6 

 

 

 

Total Operating Expenses

 

 6,109.1 

 

 

 5,771.8 

 

 

 337.3 

 

 5.8 

 

Operating Income

 

 1,632.8 

 

 

 1,529.4 

 

 

 103.4 

 

 6.8 

 

Interest Expense

 

 362.1 

 

 

 338.7 

 

 

 23.4 

 

 6.9 

 

Other Income, Net

 

 24.6 

 

 

 29.9 

 

 

 (5.3)

 

 (17.7)

 

Income Before Income Tax Expense

 

 1,295.3 

 

 

 1,220.6 

 

 

 74.7 

 

 6.1 

 

Income Tax Expense

 

 468.3 

 

 

 426.9 

 

 

 41.4 

 

 9.7 

 

Net Income

 

 827.0 

 

 

 793.7 

 

 

 33.3 

 

 4.2 

 

Net Income Attributable to Noncontrolling Interests

 

 7.5 

 

 

 7.7 

 

 

 (0.2)

 

 (2.6)

 

Net Income Attributable to Controlling Interest

$

 819.5 

 

$

 786.0 

 

$

 33.5 

 

 4.3 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

 

 

 

 

 

For the Years Ended December 31,

 

 

 

 

 

 

 

 

 

 

Increase /

 

 

 

(Millions of Dollars)

2014 

2013 

(Decrease)

Percent

 

Electric Distribution

$

 5,663.4 

 

$

 5,362.3 

 

$

 301.1 

 

 5.6 

%

Natural Gas Distribution

 

 1,007.3 

 

 

 855.8 

 

 

 151.5 

 

 17.7 

 

Transmission

 

 1,018.2 

 

 

 978.7 

 

 

 39.5 

 

 4.0 

 

Other and Eliminations

 

 53.0 

 

 

 104.4 

 

 

 (51.4)

 

 (49.2)

 

Total Operating Revenues

$

 7,741.9 

 

$

 7,301.2 

 

$

 440.7 

 

 6.0 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A summary of our retail electric sales volumes and firm natural gas sales volumes were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

 

 

 

 

 

 

 

 

 

 

Increase/

 

 

 

 

2014 

2013 

(Decrease)

Percent

 

Retail Electric Sales Volumes in GWh

 

 54,442 

 

 

 55,331 

 

 

 (889)

 

 (1.6)

%

Firm Natural Gas Sales Volumes in Million Cubic Feet

 

 104,191 

 

 

 98,258 

 

 

 5,933 

 

 6.0 

 


Operating Revenues increased $440.7 million in 2014 compared to 2013.  


The most significant factor in the increase in revenues relates to cost tracking mechanisms for the recovery of higher costs associated with the procurement of energy supply, which increased $506.8 million and $126.9 million for electric distribution and natural gas distribution, respectively.  These costs were impacted by the overall New England wholesale energy supply market in which higher natural gas delivery costs had an adverse impact on the cost of electric energy purchased for our retail electric customers and the cost of natural gas purchased on behalf of our retail natural gas customers.  Energy supply costs are recovered from customers in rates through cost tracking mechanisms and therefore have no impact on earnings.  These costs and related recovery impacts were partially offset by decreases in transition cost recovery revenues, which are recovered through cost tracking mechanisms, reflecting the full collection in 2013 of previously deferred costs, as well as the full amortization of RRBs.  


Firm base natural gas distribution revenues increased $26.3 million in 2014, as compared to 2013, which reflected a 6 percent increase in firm natural gas sales volumes.  The increase in sales volumes was driven primarily by the colder winter weather experienced throughout our service territories in the first quarter of 2014.  The weather conditions experienced were significantly colder than both normal and the same period last year throughout New England and our service territories in Connecticut and Massachusetts.  Weather-normalized total firm natural gas sales volumes (based on 30-year average temperatures) increased 2.9 percent in 2014, as compared to 2013, due primarily to residential and commercial customer growth.


Base electric distribution revenues decreased $12.1 million in 2014 compared to 2013. This reflected the impact of a 1.6 percent decrease in retail electric sales volumes.  The decrease in sales volumes was driven primarily by the cooler summer weather in 2014 compared to 2013, as well as the impact of our utility-sponsored energy efficiency programs.  Weather-normalized retail electric sales volumes decreased 1 percent in 2014, as compared to 2013, reflecting the impact of our utility-sponsored energy efficiency programs.  The negative sales volume impact was partially offset by the impact of CL&P's base distribution rate increase effective December 1, 2014.  




47



CL&P and NSTAR Electric recognized lost base revenue (LBR) related to reductions in sales volume as a result of energy efficiency.  LBR is recovered from retail distribution customers.  Including the impact from the recognition of LBR, base distribution revenues increased in 2014, as compared to 2013.  We recognized $45.2 million of LBR in 2014, compared to $20.3 million in 2013.  Effective December 1, 2014, CL&P no longer recognizes LBR due to its revenue decoupling mechanism, which, similar to WMECO's revenue decoupling mechanism, provides a base amount of distribution revenues ($1.059 billion on an annual basis) that effectively breaks the relationship between revenues and customer electricity usage.  The revenue decoupling mechanism is designed to allow each of CL&P and WMECO to encourage energy efficiency for its customers without negatively impacting its revenues.


Transmission revenues increased $39.5 million in 2014, as compared to 2013, due primarily to the recovery of higher revenue requirements associated with ongoing investments in our transmission infrastructure.  This increase was partially offset by the impact of the $37 million net reserve recorded in 2014 as a result of the 2014 FERC ROE orders, compared to the $23.7 million reserve recorded in 2013 for the FERC ALJ initial decision in the FERC base ROE complaints.  


Purchased Power, Fuel and Transmission expense includes costs associated with purchasing electricity and natural gas on behalf of our customers.  These energy supply costs are recovered from customers in rates through reconciling cost tracking mechanisms, which have no impact on earnings (tracked costs).  Purchased Power, Fuel and Transmission increased in 2014, as compared to 2013, due primarily to the following:


(Millions of Dollars)

Increase/(Decrease)

The addition of NSTAR’s operationsElectric Distribution

$

45.8458.2 

Recovery of transition costs at NSTAR ElectricNatural Gas Distribution

 

91.9104.1 

Amortization related to CL&P’s SBC and CTATransmission

 

(6.8)(2.8)

Other and Eliminations

(20.9)

Total Purchased Power, Fuel and Transmission

$

538.6 


The increase in purchased power, fuel and transmission at the electric and natural gas distribution businesses were driven by the higher costs associated with the procurement of energy supply.  As a result of increases in the New England wholesale energy supply market for both electricity and natural gas, the costs incurred to purchase energy on behalf of our customers were significantly higher in 2014 compared to 2013.  Our energy supply costs were impacted by higher natural gas delivery costs, which had an adverse impact on the cost of electric energy purchased for our retail electric customers and the cost of natural gas purchased on behalf of our retail natural gas customers.  


Operations and Maintenanceexpense includes tracked costs and costs that are recovered through base electric and natural gas distribution rates, which therefore impact earnings (non-tracked costs).  Operations and Maintenance decreased in 2014, as compared to 2013, due primarily to the following:


(Millions of Dollars)

Increase/(Decrease)

Base Electric Distribution:

   Labor and other employee-related costs, including pension costs

$

(77.3)

   Implementation of a new outage restoration program at CL&P

9.2 

   Storm restoration costs

(11.4)

   All other operations and maintenance

(29.4)

Total Base Electric Distribution

(108.9)

Total Base Natural Gas Distribution

(0.9)

Total Tracked costs (Transmission and Electric and Natural Gas Distribution)

16.6 

Total Distribution and Transmission

(93.2)

Other and eliminations:

  Integration and severance costs

13.3 

  All other (including eliminations)

(7.5)

Total Operations and Maintenance

$

(87.4)


Depreciationincreased in 2014, as compared to 2013, due primarily to an increase related to higher utility plant balances resulting from completed construction projects placed into service ($34.5 million), partially offset by a decrease in the CYAPC and YAEC decommissioning costs, which do not impact earnings ($30.6 million).


Amortization of Regulatory Assets, Net,which are tracked costs, include certain regulatory-approved tracking mechanisms.  Fluctuations in these costs are recovered from customers in rates and have no impact on earnings.  Amortization of Regulatory Assets, Net, decreased in 2014, as compared to 2013, due primarily to the following:


(Millions of Dollars)

Increase/(Decrease)

NSTAR Electric (primarily recovery of transition costs)

$

(236.4)

PSNH (primarily default energy service charge)

(9.2)

CL&P (primarily energy supply and energy-related costs)

54.4 

WMECO (primarily recovery of transition costs)

(3.0)

Other

 

(4.4)(1.4)

Total Amortization of Regulatory Assets, Net

$

126.5 (195.6)


Amortization of Rate Reduction Bonds decreased in 2013,2014, as compared to 2012,2013, due primarily to the maturity in 2013 of RRBs of NSTAR Electric's, PSNH's,Electric, PSNH and WMECO's RRBs in 2013, partially offset by the addition of NSTAR Electric’s amortization ($15.1 million).WMECO.




48



Energy Efficiency Programs, which are tracked costs, increased in 2013,2014, as compared to 2012,2013, due primarily to the additionexpanded energy conservation programs at CL&P in 2014 as a result of NSTAR's operations ($68.6 million), as well as2013 legislative action, and an increase in energy efficiency costs in accordance with the three-year program guidelines established by the DPU at NSTAR Electric and WMECO.  AllWMECO, partially offset by a decrease in the amortization of previously deferred costs are fully recovered through DPU-approved tracking mechanisms and therefore do not impact earnings.at NSTAR Electric.  


Taxes Other Than Income Taxes increased in 2013,2014, as compared to 2012,2013, due primarily to the addition of NSTAR's operations ($37.8 million).  In addition, there was an increase in property taxes ($36.6 million) as a result of both an increase in Property, Plantutility plant balances and Equipment and an increase in the property tax rates, and an increase in the Connecticut gross earnings tax ($9.1 million) attributable to an increase in gross earnings.rates.


Interest Expenseincreased $8.8 million in 2013,2014, as compared to 2012,2013, due primarily to the addition of NSTAR’s operations ($22 million) and lower interest income onrelated to a decrease in the recovery of previously deferred transition costs ($10.69.9 million), an increase in interest on long-term debt ($4 million) as a result of new debt issuances in 2014 and the absence in 2014 of the favorable impact from the resolution of a Connecticut state income tax audit in 2013.


Other Income, Netdecreased in 2014, as compared to 2013, due primarily to lower unrealized gains on the assets supporting the deferred compensation plans ($13 million), and the absence in 2014 of an insurance policy claim received in 2013 ($1.5 million), partially offset by higher AFUDC related to equity funds ($6.6 million), and a decreasenet gain on the sale of land ($4.5 million).


Income Tax Expenseincreased in Other Interest2014, as compared to 2013, due primarily to higher pre-tax earnings ($26.1 million), and higher state taxes and various other impacts ($15.3 million).  The higher state taxes include a net reduction in the valuation allowance for state tax positions, which is based on the most recent available data.


EARNINGS SUMMARY


Excluding the impact of integration costs, our 2014 earnings increased by $41.8 million, as compared to 2013.  The increase was due primarily to lower operations and maintenance costs that impact earnings, which were primarily driven by lower labor and other employee-related costs, including approximately $30 million of non-tracked pension costs, and lower storm restoration costs, as well as higher firm natural gas sales volumes as a result of the colder weather in the first quarter of 2014, as compared to the first quarter of 2013.  Partially offsetting this increase was the absence in 2014 of a favorable impact from the resolution of a state income tax audit in the first quarter of 2013, lower interest on short-term debt ($8.8 million)higher property taxes, higher depreciation expense at our regulated companies, and lower interest on RRBs ($6.1 million).




53



Other Income, Netincreased $10.2 millionretail electric sales volumes as a result of cooler summer weather in 2013,2014, as compared to 2012, due primarily to higher gains on the NU supplemental benefit trust ($6 million) and an increasesame period in 2013.  Earnings were also unfavorably impacted by the 2014 after-tax net reserve of $22.4 million related to officer insurance policies ($1.7 million).


Income Tax Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

 

(Millions of Dollars)

2013

 

2012(a)

 

Increase

 

Percent

 

Income Tax Expense

$

426.9

 

$

274.9

 

$

152.0

 

55.3

%


(a)The 2012 results include the operations of NSTAR beginning April 10, 2012.


Income Tax Expense increased in 2013,2014 FERC ROE orders, as compared to 2012, due primarilythe 2013 after-tax reserve of $14.3 million related to higher pre-tax earnings ($81 million), the absence2013 FERC ALJ initial decision in 2013 of both prior year Connecticut and Massachusetts merger settlement agreement impacts ($41 million) and integration merger impacts ($23 million), along with various other items ($7 million).the FERC base ROE complaints.  


Comparison of 2012 to 2011:


 

 

 

Operating Revenues and Expenses

 

 

 

For the Years Ended December 31,

 

(Millions of Dollars)

2012(a)

 

2011 

 

Increase/

 

Percent

 

 

(Decrease)

 

Operating Revenues

$

 6,273.8 

 

$

 4,465.7 

 

$

 1,808.1 

 

 40.5 

%

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchased Power, Fuel and Transmission

 

 2,084.4 

 

 

 1,657.9 

 

 

 426.5 

 

 25.7 

 

 

 

Operations and Maintenance

 

 1,583.1 

 

 

 1,095.4 

 

 

 487.7 

 

 44.5 

 

 

 

Depreciation

 

 519.0 

 

 

 302.2 

 

 

 216.8 

 

 71.7 

 

 

 

Amortization of Regulatory Assets, Net

 

 79.8 

 

 

 91.1 

 

 

 (11.3)

 

 (12.4)

 

 

 

Amortization of Rate Reduction Bonds

 

 142.0 

 

 

 69.9 

 

 

 72.1 

 

(b)

 

 

 

Energy Efficiency Programs

 

 313.1 

 

 

 131.4 

 

 

 181.7 

 

(b)

 

 

 

Taxes Other Than Income Taxes

 

 434.2 

 

 

 323.6 

 

 

 110.6 

 

 34.2 

 

 

 

 

Total Operating Expenses

 

 5,155.6 

 

 

 3,671.5 

 

 

 1,484.1 

 

 40.4 

 

 

Operating Income

$

 1,118.2 

 

$

 794.2 

 

$

 324.0 

 

 40.8 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

The 2012 results include the operations of NSTAR beginning April 10, 2012.

 

(b)

Percent greater than 100 percent not shown as it is not meaningful.  

 


Operating Revenues

 

 

 

For the Years Ended December 31,

 

(Millions of Dollars)

2012(a)

 

2011 

 

Increase

 

Percent

 

Electric Distribution

$

 4,716.5 

 

$

 3,343.1 

 

$

 1,373.4 

 

 41.1 

%

Natural Gas Distribution

 

 572.9 

 

 

 430.8 

 

 

 142.1 

 

 33.0 

 

 

Total Distribution

 

 5,289.4 

 

 

 3,773.9 

 

 

 1,515.5 

 

 40.2 

 

Transmission

 

 861.5 

 

 

 635.4 

 

 

 226.1 

 

 35.6 

 

 

Total Regulated Companies

 

 6,150.9 

 

 

 4,409.3 

 

 

 1,741.6 

 

 39.5 

 

Other and Eliminations

 

 122.9 

 

 

 56.4 

 

 

 66.5 

 

(b)

 

Total Operating Revenues

$

 6,273.8 

 

$

 4,465.7 

 

$

 1,808.1 

 

 40.5 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) The 2012 results include the operations of NSTAR beginning April 10, 2012.  

(b) Percent greater than 100 percent not shown as it is not meaningful.  


A summary of our retail electric sales and firm natural gas sales were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

 

 

 

2012(a)

 

2011 

 

Increase

 

Percent

 

Retail Electric Sales in GWh

 49,718 

 

 33,812 

 

 15,906 

 

 47.0 

%

Firm Natural Gas Sales in Million Cubic Feet

 69,894 

 

 46,880 

 

 23,014 

 

 49.1 

%

 

 

 

 

 

 

 

 

 

 

(a) Includes the retail electric and firm natural gas sales of NSTAR beginning April 10, 2012.


Our Operating RevenuesOurelectric distribution segment earnings increased $35.4 million in 2012,2014, as compared to 2011, due primarily to the addition of NSTAR, which included electric distribution revenues of approximately $1.7 billion, transmission revenues of approximately $50 million, natural gas revenues of approximately $200 million and other revenues of approximately $15 million, and the consolidation of CYAPC and YAEC revenues of approximately $40 million.  Excluding the impact of NSTAR's operations and the consolidation of CYAPC and YAEC, our Operating Revenues decreased due to the following:


·

Lower electric distribution segment revenues related to the portions that are included in regulatory commission approved tracking mechanisms that recover certain incurred costs and do not impact earnings.  The tracking mechanisms allow for rates to be changed periodically with overcollections refunded to customers or undercollections recovered from customers in future



54



periods.  The tracked electric distribution revenues decreased2013, due primarily to lower energyoperations and supply-relatedmaintenance costs ($241.8 million),that impact earnings, which were primarily driven by lower CL&P CTA revenues ($46.3 million),labor and other employee-related costs, including pension costs, and lower wholesale revenues ($44.4 million), lower retail transmission revenues ($17.8 million), partially offset by higher CL&P FMCC delivery-related revenues ($82.4 million), higher SCRC revenues at PSNH ($34.2 million) and higher CL&P retail SBC revenues ($22.5 million).


·

A decrease in natural gas segment revenues due primarily to a 4.3 percent decrease in Yankee Gas' sales volume related to the warmer than normal weather in the heating season of 2012,storm restoration costs.  Partially offsetting these favorable earnings impacts, as compared to the heating season of 2011.  In addition, there was a decrease in the cost of natural gas, which is fully recovered in revenues from sales to our customers.


Partially offset by:


·

Improved transmission segment revenues resulting from a higher level of investment in transmission infrastructure and the recovery of higher overall expenses, which are tracked and result in a related increase in revenues.  The increase in expenses is directly related to the increase in transmission plant, primarily at WMECO, including costs associated with2013, were higher property taxes and depreciation and operation and maintenance expenses.


·

An increase at PSNH related to the sale of oil to a third party ($20.8 million) in the second quarter of 2012, resulting in a benefit to customers throughexpense, lower ES rates that does not impact earnings.


·

The portion of electric distribution segment revenues that impacts earnings increased $8.8 million due primarily to CL&P regulatory incentives of $11.5 million and C&LM incentives of $6.2 million at CL&P, partially offset by a decrease in retail electric sales related to the warmer than normal winter weather in 2012, as compared to the winter of 2011.


Purchased Power, Fuel and Transmission increased in 2012, as compared to 2011, due primarily to the following:


2012 Increase/(Decrease)

(Millions of Dollars)

Compared to 2011

The addition of NSTAR's operations

$

640.0 

Lower GSC supply costs, partially offset by higher CfD costs at CL&P

(124.3)

Lower natural gas costs and lower sales at Yankee Gas

(45.4)

Lower purchased transmission costs and lower Basic Service costs at WMECO

(25.4)

Lower purchased power costs, partially offset by higher transmission costs at PSNH

(8.6)

All other items

(9.8)

$

426.5 


Operations and Maintenanceincreased in 2012, as compared to 2011, due primarily to the addition of NSTAR's operations, which included operating expenses of $320.8 million and maintenance expense of $50.4 million.  Excluding the impact of NSTAR's operations, Operations and Maintenance increased due primarily to:


·

Higher NU parent and other companies' expenses ($70.1 million) that were due primarily to the increase in costs related to the completion of NU’s merger with NSTAR ($55.9 million) and higher costs at NU’s unregulated contracting business related to an increased level of work in 2012 ($16.3 million).


·

The establishment of a reserve related to major storm restoration costs ($40 million) at CL&P and bill credits to customers at CL&P and WMECO ($25 million and $3 million, respectively)volumes as a result of the Connecticutcooler summer weather in 2014, and Massachusetts settlement agreements.  In addition, there were higher electric distribution business expenses ($31.6 million) mainly as a result of general and administrative expenses primarily related to higher pension costs.  


Partially offsetting these increases was the absence in 20122014 of the storm fund reserve establishedregulatory interest income on stranded cost deferrals in 2011 to provide bill credits to residential customers as a result of the October 2011 snowstorm and to provide contributions to certain Connecticut charitable organizations ($30 million) at CL&P, a decrease in the amortization of the regulatory deferral allowed in the 2010 rate case decision ($21.4 million) at CL&P and lower maintenance costs at PSNH’s generation business due to less planned outage maintenance in 2012 ($17.8 million).2013.


DepreciationOur transmission segment earnings increased $8.4 million in 2012,2014, as compared to 2011, due primarily to the addition of NSTAR's utility plant balances ($148.4 million) and an increase as a result of the consolidation of CYAPC and YAEC ($40.3 million).  Excluding the impact of NSTAR and the consolidation of CYAPC and YAEC, Depreciation increased due primarily to higher utility plant balances resulting from completed construction projects placed into service.


Amortization of Regulatory Assets, Net decreased in 2012, as compared to 2011,2013, due primarily to a decrease in EStransmission segment state income tax expense and TCAM amortization at PSNH ($46.9 million and $20.2 million, respectively), anda higher CTA transition costs ($21.5 million) and lower CTA revenues ($46.3 million) at CL&P.  Partially offsetting these decreases was an increase related to the addition of NSTAR's operations ($87.5 million), lower SBC costs ($7.6 million) and higher retail SBC revenues ($22.5 million) at CL&P, and an increase in SCRC amortization at PSNH ($13.5 million).


Amortization of RRBs increased in 2012, as compared to 2011, due primarily to the addition of NSTAR Electric’s amortization ($67.7 million).



55




Energy Efficiency Programs increased in 2012, as compared to 2011, due primarily to the addition of NSTAR's operations ($169.4 million).  In addition, there was an increase in expenses at WMECO attributable to an increase in spending in accordance with DPU approved energy efficiency programs.  The increase in energy efficiency spending is recovered in rates and therefore does not impact earnings.


Taxes Other Than Income Taxes increased in 2012, as compared to 2011, due primarily to the addition of NSTAR's operations ($96.4 million).  In addition, there was an increase in property taxestransmission rate base as a result of an increaseincreased investment in Property, Plant and Equipmentour transmission infrastructure.  These favorable impacts were partially offset by the after-tax net reserve of $22.4 million related to our regulated capital programs and an increase in the property tax rates.


Interest Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

 

 

 

 

 

 

 

 

 

Increase/

 

 

 

(Millions of Dollars)

2012(a) 

 

2011 

 

(Decrease)

 

Percent

 

Interest on Long-Term Debt

$

316.9

 

$

231.6

 

$

85.3 

 

36.8 

%

Interest on RRBs

 

6.2

 

 

8.6

 

 

(2.4)

 

(27.9)

 

Other Interest

 

6.8

 

 

10.2

 

 

(3.4)

 

(33.3)

 

 

 

$

329.9

 

$

250.4

 

$

79.5 

 

31.7 

%


(a) The 2012 results include the operations of NSTAR beginning April 10, 2012.


Interest Expense increased in 2012,2014 FERC ROE orders, as compared to 2011, due primarilythe $14.3 million after-tax reserve related to the addition of NSTAR's operations ($70.6 million).  The additional increase2013 FERC ALJ initial decision in Interest on Long-Term Debt was a result of the $260FERC base ROE complaints.


Our natural gas distribution segment earnings increased $11.4 million in new long-term debt issuances in September 2011 and higher short-term borrowings resulting in higher interest expense.


Other Income, Net decreased in 2012,2014, as compared to 2011, due primarily to lower AFUDC related to equity funds at PSNH as the Clean Air Project was placed into service in September 2011, partially offset by net gains on the NU supplemental benefit trust in 2012, compared to net losses in 2011.


Income Tax Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

 

(Millions of Dollars)

2012(a) 

 

2011 

 

Increase

 

Percent

 

Income Tax Expense

$

274.9

 

$

171.0

 

$

103.9

 

60.8

%


(a) The 2012 results include the operations of NSTAR beginning April 10, 2012.  


Income Tax Expense increased in 2012, as compared to 2011,2013, due primarily to higher pre-taxfirm natural gas sales volumes and peak demand revenues resulting from colder weather in the first quarter of 2014 and additional natural gas heating customers.


ES parent and other companies, which include our unregulated businesses, had a net loss of $10.6 million in 2014, compared with earnings ($141.4 million), lessof $11.1 million in 2013.  Excluding the impact of integration costs, ES parent and other companies earned $11.5 million in 2014, compared with $24.9 million in 2013.  The earnings decrease in 2014 was due primarily to a higher effective tax rate.  


LIQUIDITY


Cash flows provided by operating activities totaled $1.64 billion in 2014, compared with $1.66 billion in 2013.  The 2014 operating cash flows were favorably impacted by approximately $132 million in DOE Damages proceeds resulting from the spent nuclear fuel litigation received by CL&P, NSTAR Electric, PSNH and WMECO from the Yankee Companies, the absence of 2013 cash disbursements for major storm restoration costs, the decrease of approximately $130 million in Pension and PBOP Plan cash contributions and changes in the timing of working capital items.  These favorable adjustments for prior year’s taxes ($21.3 million) and lower items that directly impact our tax return as a result of regulatory actions (flow-through items) ($3.4 million), partiallyimpacts were more than offset by Connecticuthigher income tax payments in 2014 and Massachusetts settlement agreement impacts ($41 million)the unfavorable cash flow impact resulting from lower recoveries from customers in 2014, as compared to 2013, relating to regulatory cost recovery tracking mechanisms.  For further information on the spent nuclear fuel litigation, see Note 11C, "Commitments and merger impacts ($19.9 million).Contingencies – Contractual Obligations – Yankee Companies," in this combined Annual Report on Form 10-K.  




5649



RESULTS OF OPERATIONS – THE CONNECTICUT LIGHT AND POWER COMPANY


The following provides the amounts and variances in operating revenues and expense line items forin the statements of income for CL&P for the years ended December 31, 2015, 2014, and 2013 included in this Annual Report on Form 10-K for the years ended December 31, 2013, 2012, and 2011:10-K:


Comparison of 20132015 to 20122014:


 

 

 

Operating Revenues and Expenses

 

 

For the Years Ended December 31,

 

(Millions of Dollars)

2013 

 

2012 

 

Increase/

 

Percent

 

(Decrease)

 

Operating Revenues

$

 2,442.3 

 

$

 2,407.4 

 

$

 34.9 

 

 1.4 

%

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Purchased Power and Transmission

 

 872.8 

 

 

 858.2 

 

 

 14.6 

 

 1.7 

 

 

Operations and Maintenance

 

 523.2 

 

 

 635.7 

 

 

 (112.5)

 

 (17.7)

 

 

Depreciation

 

 177.6 

 

 

 166.9 

 

 

 10.7 

 

 6.4 

 

 

Amortization of Regulatory Assets, Net

 

 4.9 

 

 

 14.4 

 

 

 (9.5)

 

 (66.0)

 

 

Energy Efficiency Programs

 

 89.8 

 

 

 89.3 

 

 

 0.5 

 

 0.6 

 

 

Taxes Other Than Income Taxes

 

 234.4 

 

 

 215.9 

 

 

 18.5 

 

 8.6 

 

 

 

Total Operating Expenses

 

 1,902.7 

 

 

 1,980.4 

 

 

 (77.7)

 

 (3.9)

 

Operating Income

$

 539.6 

 

$

 427.0 

 

$

 112.6 

 

 26.4 

%


Operating Revenues

 

 

 

 

 

 

 

 

CL&P's retail sales were as follows:

 

 

For the Years Ended December 31,

 

 

 

2013 

 

2012 

 

Increase

 

Percent

 

Retail Sales in GWh

 22,404 

 

 22,109 

 

 295 

 

 1.3 

%

 

 

 

For the Years Ended December 31,

 

 

 

 

 

 

 

 

 

 

Increase/

 

 

 

(Millions of Dollars)

2015 

2014 

(Decrease)

Percent

 

Operating Revenues

$

 2,802.7 

 

$

 2,692.6 

 

$

 110.1 

 

 4.1 

%

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Purchased Power and Transmission

 

 1,054.3 

 

 

 982.9 

 

 

 71.4 

 

 7.3 

 

 

Operations and Maintenance

 

 487.3 

 

 

 494.6 

 

 

 (7.3)

 

 (1.5)

 

 

Depreciation

 

 215.3 

 

 

 188.8 

 

 

 26.5 

 

 14.0 

 

 

Amortization of Regulatory Assets, Net

 

 12.3 

 

 

 59.3 

 

 

 (47.0)

 

 (79.3)

 

 

Energy Efficiency Programs

 

 153.7 

 

 

 156.3 

 

 

 (2.6)

 

 (1.7)

 

 

Taxes Other Than Income Taxes

 

 268.7 

 

 

 255.4 

 

 

 13.3 

 

 5.2 

 

 

 

Total Operating Expenses

 

 2,191.6 

 

 

 2,137.3 

 

 

 54.3 

 

 2.5 

 

Operating Income

 

 611.1 

 

 

 555.3 

 

 

 55.8 

 

 10.0 

 

Interest Expense

 

 145.8 

 

 

 147.4 

 

 

 (1.6)

 

 (1.1)

 

Other Income, Net

 

 11.5 

 

 

 13.4 

 

 

 (1.9)

 

 (14.2)

 

Income Before Income Tax Expense

 

 476.8 

 

 

 421.3 

 

 

 55.5 

 

 13.2 

 

Income Tax Expense

 

 177.4 

 

 

 133.5 

 

 

 43.9 

 

 32.9 

 

Net Income

$

 299.4 

 

$

 287.8 

 

$

 11.6 

 

 4.0 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

 

 

 

 

 

 

 

 

 

 

 

CL&P's retail sales volumes were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

 

 

2015 

 

2014 

 

Increase

 

Percent

 

Retail Sales Volumes in GWh

 

22,071 

 

 

22,046 

 

 

25 

 

 0.1 

%


Operating Revenues

CL&P’s&P's Operating Revenues, which consist of base distribution revenues and tracked revenues further described below, increased by $110.1 million in 2013, asthe aggregate in 2015 compared to 2012, due primarily to:2014.  


·Base distribution revenues:  Base distribution revenues increased $136.3 million due to a base distribution rate increase effective December 1, 2014.  In addition, CL&P recognized $19.9 million in Operating Revenues due to the PURA-approved settlement agreement regarding ADIT.  The $19.9 million represents the revenue requirement from the settlement agreement's rate increase through December 31, 2015, and is being collected from customers in rates over a 24-month period beginning December 1, 2015.

A $15.8 million increase in transmission

Effective December 1, 2014, CL&P’s distribution revenues reflectingwere decoupled from its sales volumes.  As a result, CL&P no longer earns LBR related to its energy efficiency programs.  The revenue decoupling mechanism permits recovery of highera base amount of distribution revenues ($1.059 billion annually effective December 1, 2014) and breaks the relationship between sales volumes and revenues recognized.  Revenue decoupling mechanisms result in the recovery of our approved base distribution revenue requirements.  Therefore, changes in sales volumes had no impact on the level of base distribution revenue realized in 2015 and prospectively.


Tracked revenues:  Tracked revenues consist of certain costs that are recovered from customers in rates through PURA-approved cost tracking mechanisms and therefore have no impact on earnings.  Costs recovered through cost tracking mechanisms include energy supply procurement and other energy-related costs, retail transmission expensescharges, energy efficiency program costs and continuing transmission infrastructure investments.  The increase wasrestructuring and stranded cost recovery revenues.  Tracked distribution revenues decreased primarily as a result of a decrease in the federally mandated congestion charge primarily driven by refunds in 2015 for a prior year overrecovery ($103.9 million) and a decrease in competitive transition assessment charges ($17 million), partially offset by the establishment of a reserve related to the FERC ALJ initial decision in the third quarter of 2013.


·

A $13.5 millionan increase in base distribution revenues reflecting a 1.3 percentenergy supply costs ($51.1 million) driven by increased average retail rates, and an increase in retail sales.  This increase wastransmission charges ($22.7 million).


Transmission revenues increased $5.8 million due primarily to the colder winter weather experiencedresult of lower reserves associated with the FERC ROE complaint proceedings recorded in early2015 as compared to 2014, and late 2013.


·

The remaining $5.6 million increase was due primarily to higher collections of costs through reconciling cost mechanisms.  These revenues are fully reconciled to the related costs.  Therefore this increaserevenue requirements associated with ongoing investments in revenues had no impact on earnings.  our transmission infrastructure.


Purchased Power and Transmission expense includes costs associated with purchasing electricity on behalf of CL&P's customers.  These energy supply costs are recovered from customers in PURA-approved cost tracking mechanisms, which have no impact on earnings (tracked costs).  Purchased Power and Transmission increased in 2013,2015, as compared to 2012,2014, due primarily to the following:


2013 Increase/(Decrease)

(Millions of Dollars)

Compared to 2012Increase/(Decrease)

Purchased Power Costs

$

54.6 

Transmission Costs

$

45.8 

Deferred Fuel Costs

28.7 

GSC Supply Costs

(44.2)

Purchased Power Contracts

(12.1)

CfD Costs

(7.3)17.8 

Other

 

3.7 (1.0)

Total Purchased Power and Transmission

$

14.671.4 


Included in purchased power are the costs associated with CL&P's generation services charge (GSC) and deferred energy supply costs.  The GSC recovers energy-related costs incurred as a result of providing electric generation service supply to all customers that have not migrated to third party



50



suppliers.  The increase in purchased power was due primarily to higher prices associated with the procurement of energy supply related to standard offer from third party suppliers.  The increase in transmission costs was primarily the result of an increasehigher Local Network Service (LNS) expenses, which are included in the retail transmission deferral, which related rates are adjusted on an annual basis as a result of collecting or refunding costs of the transmission systems to customers.  The decrease in GSC supply costs was due primarily to lower average supply prices.  On July 1, 2013, CL&P began to procure approximately thirty percent of GSC load.  Costs associated with the remaining seventy percent of the GSC load are the contractual amounts CL&P must pay to various suppliers that have been awarded the right to supply SS and LRS load through a competitive solicitation process.  Purchased Power and Transmission costs are included in regulatory-approved tracking mechanisms and do not impact earnings.cost deferral.


Operations and Maintenanceexpense includes tracked costs and costs that are part of base distribution rates with changes impacting earnings (non-tracked costs).  Operations and Maintenance decreased in 2013,2015, as compared to 2012, due2014, driven by an $11.1 million decrease in non-tracked costs, which was primarily attributable to the absence in 2013 of costs recognized in the second quarter of 2012 as a result of the Connecticut merger settlement agreement (which established a $40 million storm fund reserve and provided a $25 million bill credit to customers).  In addition, there were lower distribution operating costs ($10.2 million), the absence in 2013 of amortization of the PBOP transition obligation ($6.1 million), lower distribution general and administrative costs ($7.5 million) and lower distribution costs related to customer Energy Independence Act incentives ($6.3 million).  These lower costs wereemployee-related expenses, partially offset by an increase in distribution routine maintenance and storm-relatedcosts ($7.4 million).




57


higher bad debt expense.  Tracked costs, which have no earnings impact, increased $3.8 million, which was primarily attributable to higher tracked bad debt expense, partially offset by lower employee-related expenses.


Depreciation increased in 2013,2015, as compared to 2012,2014, due primarily to an increase in depreciation rates as a result of the distribution rate case decision that was effective December 1, 2014 and higher utility plant balances resulting from completed construction projects placed into service.in service balances.  


Amortization of Regulatory Assets, Netdecreased in 2013,2015, as compared to 2012,2014, due primarily to a lower net SBCdecrease in the deferral of energy supply and energy-related costs that can fluctuate from period to period based on the timing of costs incurred and related rate changes to recover these costs ($108 million decrease in 2015 compared to 2014), partially offset by a higher net CTA deferral.  SBC revenues were $23an increase in storm cost recovery and other cost recovery approved and included in distribution rates effective December 1, 2014 ($61 million lowerincrease in 2013,2015 compared to 2014).  Fluctuations in energy supply and energy-related costs, which are the primary drivers in amortization, are recovered from customers in rates and have no impact on earnings.  


Energy Efficiency Programs, which are tracked costs,decreased in 2015, as compared to 2012, partially offset by higher hardship program2014, due primarily to a decrease in the deferral, which reflects the actual costs of $6.6 million in 2013.  CTA revenues were $13.9 million higher in 2013, asenergy efficiency programs compared to 2012,estimated amounts billed to customers.  CL&P is allowed to recover its costs for various state energy policy initiatives and costs were $30.5 million lower in 2013, as compared to 2012.  DOE refunds of $21.6 million were returned to customers in the second half of 2013.expanded energy efficiency programs.  


Taxes Other Than Income Taxesincreased in 2013,2015, as compared to 2012,2014, due primarily to an increase in property taxes as a result of both an increase in Property, Plantutility plant balances and Equipment and an increase in the property tax ratesrates.


Other Income, Netdecreased in 2015, as compared to 2014, due primarily to the absence in 2015 of a gain on the sale of land recorded in 2014 ($11.54.5 million).  In addition, there was an increase in the Connecticut gross earnings tax attributable to an increase in gross earnings, partially offset by higher equity AFUDC amounts ($7.62.3 million).


InterestIncome Tax Expenseincreased $0.5 million in 2013,2015, as compared to 2012, due primarily to higher interest on long-term debt ($5.7 million), partially offset by a decrease in other interest as a result of a favorable impact from the resolution of a state income tax audit in the first quarter of 2013 ($5.4 million).


Other Incomeincreased $4.8 million in 2013, as compared to 2012, due primarily to higher gains on the NU supplemental benefit trust.


Income Tax Expense

 

For the Years Ended December 31,

 

(Millions of Dollars)

2013

 

2012

 

Increase

 

Percent

 

Income Tax Expense

$

141.7

 

$

94.4

 

$

47.3

 

50.1

%


Income Tax Expense increased in 2013, as compared to 2012,2014, due primarily to higher pre-tax earnings ($17.119.4 million), the absence in 2013 ofhigher state income taxes, the impact of costs recognizedadjusting estimated tax expense to what was filed on our tax return (provision to return), the lower tax benefit in 2015 compared to 2014 from a change in tax reserves ($17.3 million), and higher items that impact our tax rate as a result of the Connecticut merger settlement agreementregulatory treatment (flow-through items) ($26.6 million), and higher state taxes ($5.7 million), partially offset by various other items ($2.17.2 million).  




58



Comparison of 2012 to 2011:


 

 

 

Operating Revenues and Expenses

 

 

For the Years Ended December 31,

 

 

 

 

 

 

Increase/

 

 

 

(Millions of Dollars)

2012

 

2011

 

(Decrease)

 

Percent

 

Operating Revenues

$

 2,407.4 

 

$

 2,548.4 

 

$

 (141.0)

 

 (5.5)

%

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Purchased Power and Transmission

 

 858.2 

 

 

 982.5 

 

 

 (124.3)

 

 (12.7)

 

 

Operations and Maintenance

 

 635.7 

 

 

 580.7 

 

 

 55.0 

 

 9.5 

 

 

Depreciation

 

 166.9 

 

 

 157.8 

 

 

 9.1 

 

 5.8 

 

 

Amortization of Regulatory Assets, Net

 

 14.4 

 

 

 61.0 

 

 

 (46.6)

 

 (76.4)

 

 

Energy Efficiency Programs

 

 89.3 

 

 

 90.3 

 

 

 (1.0)

 

 (1.1)

 

 

Taxes Other Than Income Taxes

 

 215.9 

 

 

 212.9 

 

 

 3.0 

 

 1.4 

 

 

 

Total Operating Expenses

 

 1,980.4 

 

 

 2,085.2 

 

 

 (104.8)

 

 (5.0)

 

Operating Income

$

 427.0 

 

$

 463.2 

 

$

 (36.2)

 

 (7.8)

%


Operating Revenues

 

 

 

 

 

 

 

 

CL&P's retail sales were as follows:

 

 

For the Years Ended December 31,

 

 

 

2012 

 

2011 

 

Decrease

 

Percent

 

Retail Sales in GWh

 22,109 

 

 22,315 

 

 (206)

 

 (0.9)

%


CL&P's Operating Revenues decreased in 2012, as compared to 2011, due primarily to:


·

A $133.6 million decrease in distribution revenues related to the portions that are included in PURA approved tracking mechanisms that recover certain incurred costs and do not impact earnings.  The tracking mechanisms allow for rates to be changed periodically with overcollections refunded to customers or undercollections recovered from customers in future periods.  The tracked distribution revenues decreased due primarily to lower GSC and FMCC supply-related revenues ($150.8 million), lower CTA revenues ($46.3 million), lower wholesale revenues ($33.5 million), and lower retail transmission revenues ($4.3 million).  The lower GSC and FMCC supply-related revenues were due primarily to lower customer rates resulting from lower average supply prices and lower sales related to additional customer migration to third party electric suppliers in 2012.  Partially offsetting these decreases were higher FMCC delivery-related revenues ($82.4 million) and higher retail SBC revenues ($22.5 million).


Partially offset by:


·

A $7.6 million increase in the portion of distribution revenues that impacts earnings in 2012, compared to 2011, due primarily toregulatory incentives of $11.5 million and C&LM incentives of$6.2 million, partially offset by lower sales volume related to warmer than normal winter weather in 2012, as compared to the winter of 2011.


·

A $7.2 million increase in transmission revenues resulting from an increased level of investment in transmission infrastructure and the recovery of higher overall expenses, which are subject to tracking mechanisms or processes (tracked) and result in a related increase in revenues.  The increase in expenses is directly related to the increase in transmission plant, including costs associated with higher property taxes, depreciation and operation and maintenance expenses.


Purchased Power and Transmission decreased in 2012, as compared to 2011, due primarily to the following:


2012 Increase/(Decrease)

(Millions of Dollars)

Compared to 2011

GSC Supply Costs

$

(112.0)

Deferred Fuel Costs

(33.4)

Transmission Costs

(26.8)

Purchased Power Contracts

(19.4)

CfD Costs

70.7 

Other

(3.4)

$

(124.3)


The decrease in GSC supply costs was due to lower average supply prices and lower sales.  The lower sales were due primarily to additional customer migration to third party electric suppliers.  These GSC supply costs are the contractual amounts CL&P must pay to various suppliers that have been awarded the right to supply SS and LRS load through a competitive solicitation process.  Purchased Power and Transmission costs are included in regulatory-approved tracking mechanisms and do not impact earnings.


Operations and Maintenance increased in 2012, as compared to 2011, due primarily to the establishment of a reserve related to major storm restoration costs ($40 million) and a bill credit to customers ($25 million) in the second quarter of 2012 as a result of the Connecticut settlement agreement.  In addition, there were higher distribution business expenses as a result of higher general and administrative expenses primarily related to an increase in pension costs($20.2 million) and higher routine distribution maintenance ($19.4 million).  There were also higher distribution costs related to customer Energy Independence Act incentives, which are tracked



59



and fully recoverable through tracking mechanisms ($6.5 million).  Partially offsetting these increases was the absence in 2012 of the storm fund reserve established in 2011 to provide bill credits to residential customers as a result of the October 2011 snowstorm ($30 million) and a decrease in the amortization of the regulatory deferral allowed in the 2010 rate case decision ($21.4 million).


Depreciation increased in 2012, as compared to 2011, due primarily to higher utility plant balances resulting from completed construction projects placed into service.


Amortization of Regulatory Assets, Net decreased in 2012, as compared to 2011, due primarily to higher CTA transition costs ($21.5 million) and lower CTA revenues ($46.3 million).  Partially offsetting these impacts were lower SBC costs ($7.6 million) and higher retail SBC revenues ($22.5 million).


Interest Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

 

 

 

 

 

 

 

 

 

Increase/

 

 

 

(Millions of Dollars)

2012 

 

2011 

 

(Decrease)

 

Percent

 

Interest on Long-Term Debt

$

124.9

 

$

131.9

 

$

(7.0)

 

(5.3)

%

Other Interest

 

8.2

 

 

0.8

 

 

7.4 

 

(a)

 

 

 

$

133.1

 

$

132.7

 

$

0.4 

 

 0.3 

%


(a) Percent greater than 100 percent not shown since it is not meaningful.


Interest on Long-Term Debt decreased in 2012, as compared to 2011, due primarily to the refinancing of the PCRBs at a lower interest rate in October 2011.  Other Interest increased in 2012, as compared to 2011, due primarily to the absence of tax-related benefits recognized in 2011 and an increase in short-term borrowings resulting in higher interest expense.


Income Tax Expense

 

For the Years Ended December 31,

 

(Millions of Dollars)

2012 

 

2011 

 

Increase

 

Percent

 

Income Tax Expense

$

94.4

 

$

90.0

 

$

4.4

 

4.9

%


Income Tax Expense increased in 2012, as compared to 2011, due primarily to less favorable adjustments for prior year’s taxes ($22.4 million), an increase to pre-tax earnings ($13.8 million), partially offset by Connecticut settlement agreement impacts ($26.6 million), and lower state tax and other impacts ($5.2 million).


EARNINGS SUMMARY


 

For the Years Ended December 31,

(Millions of Dollars)

 

2013

 

 

2012

Income Before Merger-Related Costs

$

279.4

 

$

248.1 

Merger-Related Costs (after-tax)(1)

 

-

 

 

(38.4)

Net Income

$

279.4

 

$

209.7 


(1)

The 2012 after-tax merger-related costs consisted of charges relatedCL&P's earnings increased $11.6 million in 2015, as compared to the Connecticut merger settlement agreement, including $14.8 million ($25 million pre-tax) for customer bill credits and $23.6 million ($40 million pre-tax) whereby CL&P agreed2014, driven by higher distribution revenues due primarily to forego recovery of deferred storm costs associated with Tropical Storm Irene and the October 2011 snowstorm.


Excluding the impact of merger-related costs, CL&P’sthe December 1, 2014 base distribution rate increase and the PURA-approved settlement agreement.  In addition, earnings increased $31.3 million in 2013, as compareddue to 2012, due primarily to lower overall operations and maintenance costs, which were primarily attributable to lower employee-related expenses, and higher retail electric sales due primarilylower reserves associated with the FERC ROE complaint proceedings recorded in 2015 compared to colder weather in the first and fourth quarters of 2013.  Partially offsetting these2014.  These favorable earnings impacts waswere partially offset by higher income tax expense as a result of lower tax benefits available for utilization in 2015, higher property taxes and the establishmentabsence of a $7.7 million after-tax reserve related togain on the August 2013 FERC ALJ initial decision, higher depreciation and property tax expense.sale of land recorded in 2014.  


LIQUIDITY


In 2015, CL&P had cash flows provided by operating activities of $495.3$298.3 million, compared with $612.4 million in 2013, compared with $211.9 million2014.  The decrease in 2012.  The improved cash flows were due primarily to a decrease of approximately $75 million in cash disbursements for storm restoration costs associated primarily with Tropical Storm Irene and the October 2011 snowstorm, the absence of approximately $27 million in 2012 CL&P customer bill credits associated with the October 2011 snowstorm and the absence of $25 million in 2012 CL&P customer bill credits associated with the Connecticut settlement agreement.  In addition, operating cash flows benefitted from an increase in regulatory overrecoveries where such revenues exceeded costs resulting in a favorable cash flow impact, higher net income and timing of payables.  Partially offsetting improved cash flows were income tax payments of $55 million in 2013, compared with income tax refunds of $42 million in 2012.  


CL&P had cash flows provided by operating activities of $211.9 million in 2012, compared with cash flows provided by operating activities of $513.3 million in 2011.  The reduced cash flows werewas due primarily to the $223.1approximate $245 million in payments made to fully satisfy the pre-1983 spent nuclear fuel obligation with the DOE.  Also contributing to the decrease in operating cash flows were DOE Damages proceeds received from the Yankee Companies of cash disbursements for storm restoration costs primarily associated with Tropical Storm Irene, the October 2011 snowstorm, and Hurricane Sandy made$2.3 million in 2012, as2015, compared to approximately $132$68.6 million in 2011, the $27 million in bill credits provided to residential customers in February 2012



602014.



relatedIn late 2015, CL&P made a payment of $244.6 million to fully satisfy its obligation with the October 2011 snowstorm,DOE, which was classified as long-term debt on the $25 million in bill credits to customersbalance sheet as of December 31, 2014, for costs associated with the Connecticut merger settlement agreement,disposal of spent nuclear fuel and changeshigh-level radioactive waste for all periods prior to 1983 from its previous ownership interest in traditional working capital amounts principallythe Millstone nuclear power station.  CL&P divested its ownership interest in Millstone in 2001.  This payment included accumulated interest of $178 million.  CL&P funded its payment with the issuance of debt.


On December 18, 2015, the "Protecting Americans from Tax Hikes" Act became law, which extended the accelerated deduction of depreciation to businesses from 2015 through 2019.  This extended stimulus provides CL&P with cash flow benefits in 2016 of approximately $105 million due to the changesa refund of taxes paid in the timing of2015 and lower expected tax payments of accounts payable and accrued liabilities.  In addition, CL&P had lower recovery of its deferred operation and maintenance costs of $23.1 million in 2012, as compared to 2011, a negative cash flow impact of $38.9 million resulting from changes in reserves for transmission refunds in 2012, as compared to 2011, and a decrease in income tax refunds of $14.6 million in 2012, as compared to 2011.2016.


Investments in Property, Plant and Equipment on the accompanying statements of cash flows do not include amounts incurred on capital projects but not yet paid, cost of removal, AFUDC related to equity funds, and the capitalized portions of pension expense.  CL&P’s&P's investments totaled $434.9$523.8 million in 2013,2015, compared with $449.1$515.7 million in 2012.2014.


On January 15, 2013,October 26, 2015, ES parent and certain of its subsidiaries, including CL&P, amended and restated their joint $1.45 billion revolving credit facility and the termination date was extended to September 4, 2020.  The revolving credit facility serves to backstop ES parent's $1.45 billion commercial paper program.  The commercial paper program allows ES parent to issue commercial paper as a form of short-term debt with



51



intercompany loans to certain subsidiaries, including CL&P.  As of December 31, 2015 and 2014, there were intercompany loans from ES parent of $277.4 million and $133.4 million, respectively, to CL&P.


On May 20, 2015 and December 1, 2015, CL&P issued $400$300 million and $50 million, respectively, of 2.54.15 percent 20132015 Series A First and Refunding Mortgage Bonds due to mature in 2023.2045.  The proceeds, net of issuance costs, were used to payrepay short-term borrowings.


On April 1, 2015, CL&P repaid at maturity the $100 million 5.00 percent 2005 Series A First and Refunding Mortgage Bonds using short-term borrowings outstanding underand also redeemed the CL&P credit agreement of $89$62 million and intercompany loans related to our commercial paper program of $305.8 million.  On September 3, 2013, CL&P redeemed at par $125 million of 1.251996A Series 1.55 percent Series B 2011 PCRBs whichthat were subject to mandatory tender, for purchase, using short-term debt.  short term borrowings.


On July 31, 2013, the FERC granted authorization allowing CL&P to incur total short-term borrowings up to a maximum of $600 million, effective January 1, 2014 through December 31, 2015.  


On September 6, 2013, NU parent and certain of its subsidiaries, including CL&P, amended their joint five-year $1.15 billion revolving credit facility, dated July 25, 2012, by increasing the aggregate principal amount available thereunder by $300 million to $1.45 billion, extending the expiration date from July 25, 2017 to September 6, 2018, and increasing CL&P's borrowing sub-limit from $300 million to $600 million.  Simultaneously, effective September 6, 2013, the CL&P $300 million revolving credit facility was terminated.  The revolving credit facility is to be used primarily to backstop the commercial paper program at NU.  The commercial paper program allows NU parent to issue commercial paper as a form of short-term debt with intercompany loans to certain subsidiaries, including CL&P.  As of December 31, 2013, CL&P had an intercompany loan payable to NU parent of $287.3 million related to our commercial paper program.  


Other financingFinancing activities in 20132015 included $152$196 million in common stock dividends paid to NU parent and a $40 million capital contribution from NUES parent.


CL&P uses its available capital resourcesComparison of 2014 to fund its construction expenditures, meet debt requirements, pay operating costs, including storm-related costs, pay dividends and fund other corporate obligations.  The current growth in CL&P’s transmission construction expenditures utilizes a significant amount of cash for projects that have a long-term return on investment and recovery period.  In addition, CL&P recovers its distribution construction expenditures as the related project costs are depreciated over the life of the assets.  As well, the future recovery of its deferred major storm costs will take place over an extended period of time.  This impacts the timing of the revenue stream designed to fully recover the total investment plus a return on the equity portion of the cost and related financing costs.  These factors have resulted in current liabilities exceeding current assets by approximately $398 million as of December 31, 2013.2013:


As of December 31, 2013, $150 million of CL&P's obligations classified as current liabilities relates to long-term debt that will be paid in the next 12 months.  CL&P, with its strong credit ratings, has several options available in the financial markets to repay or refinance these maturities with the issuance of new long-term debt.  CL&P will reduce its short-term borrowings with cash received from operating cash flows or with the issuance of new long-term debt, determined considering capital requirements and maintenance of CL&P’s credit rating and profile.  Management expects the future operating cash flows of CL&P, along with the access to financial markets, will be sufficient to meet any future operating requirements and capital investment forecasted opportunities.



61

 

 

 

For the Years Ended December 31,

 

 

 

 

 

 

 

 

 

 

Increase/

 

 

 

(Millions of Dollars)

2014 

2013 

(Decrease)

Percent

 

Operating Revenues

$

 2,692.6 

 

$

 2,442.3 

 

$

 250.3 

 

 10.2 

%

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Purchased Power and Transmission

 

 982.9 

 

 

 872.8 

 

 

 110.1 

 

 12.6 

 

 

Operations and Maintenance

 

 494.6 

 

 

 523.2 

 

 

 (28.6)

 

 (5.5)

 

 

Depreciation

 

 188.8 

 

 

 177.6 

 

 

 11.2 

 

 6.3 

 

 

Amortization of Regulatory Assets, Net

 

 59.3 

 

 

 4.9 

 

 

 54.4 

 

(a)

 

 

Energy Efficiency Programs

 

 156.3 

 

 

 89.8 

 

 

 66.5 

 

 74.1 

 

 

Taxes Other Than Income Taxes

 

 255.4 

 

 

 234.4 

 

 

 21.0 

 

 9.0 

 

 

 

Total Operating Expenses

 

 2,137.3 

 

 

 1,902.7 

 

 

 234.6 

 

 12.3 

 

Operating Income

 

 555.3 

 

 

 539.6 

 

 

 15.7 

 

 2.9 

 

Interest Expense

 

 147.4 

 

 

 133.6 

 

 

 13.8 

 

 10.3 

 

Other Income, Net

 

 13.4 

 

 

 15.1 

 

 

 (1.7)

 

 (11.3)

 

Income Before Income Tax Expense

 

 421.3 

 

 

 421.1 

 

 

 0.2 

 

 

Income Tax Expense

 

 133.5 

 

 

 141.7 

 

 

 (8.2)

 

 (5.8)

 

Net Income

$

 287.8 

 

$

 279.4 

 

$

 8.4 

 

 3.0 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) Percent greater than 100 percent not shown as it is not meaningful.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

 

 

 

 

 

 

 

 

 

 

 

CL&P's retail sales volumes were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

 

 

2014 

 

2013 

 

Decrease

 

Percent

 

Retail Sales Volumes in GWh

 

 22,046 

 

 

 22,404 

 

 

 (358)

 

 (1.6)

%



RESULTS OF OPERATIONS – NSTAR ELECTRIC COMPANY AND SUBSIDIARY


The following table provides the amounts and variances in operating revenues and expense line items for the consolidated statements of income for NSTAR Electric included in this Annual Report on Form 10-K for the years ended December 31, 2013 and 2012:  


 

 

 

Operating Revenues and Expenses

 

 

For the Years Ended December 31,

 

(Millions of Dollars)

2013 

 

2012 

 

Increase/

 

Percent

 

(Decrease)

 

Operating Revenues

$

 2,493.5 

 

$

2,301.0 

 

$

192.5 

 

 8.4 

%

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Purchased Power and Transmission

 

 849.1 

 

 

788.3 

 

 

60.8 

 

 7.7 

 

 

Operations and Maintenance

 

 376.4 

 

 

 431.8 

 

 

(55.4)

 

 (12.8)

 

 

Depreciation

 

 180.3 

 

 

171.1 

 

 

9.2 

 

 5.4 

 

 

Amortization of Regulatory Assets, Net

 

 230.1 

 

 

117.7 

 

 

112.4 

 

 95.5 

 

 

Amortization of Rate Reduction Bonds

 

 15.1 

 

 

90.3 

 

 

(75.2)

 

 (83.3)

 

 

Energy Efficiency Programs

 

 206.5 

 

 

201.2 

 

 

5.3 

 

 2.6 

 

 

Taxes Other Than Income Taxes

 

 127.8 

 

 

119.2 

 

 

8.6 

 

 7.2 

 

 

 

Total Operating Expenses

 

 1,985.3 

 

 

1,919.6 

 

 

65.7 

 

 3.4 

 

Operating Income

$

 508.2 

 

$

381.4 

 

$

126.8 

 

 33.2 

%


Operating Revenues

 

NSTAR Electric's retail sales were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

 

 

2013 

 

2012 

 

Increase

 

Percent

 

Retail Sales in GWh

 

 21,306 

 

 

21,209 

 

 

97 

 

 0.5 

%


NSTAR Electric'sCL&P's Operating Revenues increased $250.3 million in 2013,2014 compared to 2013.  The increase primarily reflects recovery of higher costs associated with the procurement of energy supply, which increased $275.4 million, and increased cost recovery related to our energy efficiency programs.  The energy supply costs were impacted by the overall wholesale electricity market in New England in which higher natural gas delivery costs had an adverse impact on the cost of electric energy purchased for our retail customers.  Energy supply costs are recovered from customers in rates through cost tracking mechanisms and therefore have no impact on earnings.  


Partially offsetting this increase was the impact of the $20.7 million net reserve recorded in 2014 as a result of the 2014 FERC ROE orders, as compared to 2012, due primarily to:


·

A $160.1the $12.8 million increase related to a higher level of collections of energy supply and company-sponsored energy efficiency programs.  These revenues are fully reconciled to their respective costs.  Therefore this increasereserve recorded in revenues had no material impact on earnings.


·

A $24.7 million increase in transmission revenues reflecting recovery of higher regional transmission expenses and continuing transmission infrastructure investments, offset by the establishment of a reserve related to2013 for the FERC ALJ initial decision in the third quarter of 2013.FERC base ROE complaints.  


·

A $7.7Base distribution revenues increased $9.1 million increase in 2014 compared to 2013, which was primarily attributable to the impact of the December 1, 2014 base distribution revenues reflecting a 0.5 percentrate increase and the impact of LBR, partially offset by the impact of cooler summer weather as well as energy efficiency programs.  Enhancements to CL&P's energy efficiency programs were mandated by the Connecticut legislature in retail sales.  The increase2013.  Through November 30, 2014, CL&P was permitted to bill customers for LBR related to reductions in sales volume was due primarily toas a greater numberresult of cooling degree days during the summer of 2013energy efficiency, and heating degree dayseffective December 1, 2014, fluctuations in early and late 2013.  This favorableretail electric sales volumes do not impact was partially offset by reductionsearnings due to NSTAR Electric’sthe PURA-approved revenue decoupling mechanism as a result of CL&P's base distribution rate case.  The revenue decoupling mechanism provides a base amount of distribution revenues ($1.059 billion on an annual basis) that effectively breaks the relationship between revenues and customer fundedelectricity usage.  The revenue decoupling mechanism is designed to allow CL&P to encourage energy efficiency programs.for its customers without negatively impacting its revenues.  


Purchased Powerand Transmission expense includes costs associated with purchasing electricity on behalf of CL&P's customers.  These energy supply costs are recovered from customers in PURA-approved cost tracking mechanisms, which have no impact on earnings (tracked costs).  Purchased Power and Transmission increased in 2013,2014, as compared to 2012,2013, due primarily to the following:


2013 Increase/(Decrease)

(Millions of Dollars)

Compared to 2012Increase/(Decrease)

Purchased Power Costs

$

169.7 

Transmission Costs

$

37.7 (50.8)

Basic Service CostsOther

 

20.2 (8.8)

Total Purchased Power Contracts

9.5 

Deferred Fuel Costs

(6.6)

and Transmission

$

60.8110.1 




52



Included in purchased power are the costs associated with CL&P's generation services charge (GSC) and deferred energy supply costs.  The GSC recovers energy-related costs incurred as a result of providing electric generation service supply to all customers that have not migrated to third party suppliers.  The increase in transmission costs was due primarily to higher RNS costs.  The increase in basic service costspurchased power was due primarily to higher average energy supply prices.  The increase in purchased power contracts was due primarily to higher congestion charges.prices and increased standard offer load as a result of customers returning from third party suppliers.  The decrease in deferred fueltransmission costs was due primarily to higher average energy supply prices, asthe result of a decrease in the retail transmission cost deferral, which reflects the actual costs of transmission service compared to the prices projected when basic service rates were set.  Purchased Power and Transmission costs are included in regulatory-approved tracking mechanisms and do not impact earnings.estimated amounts billed to customers.


Operations and Maintenanceexpense includes tracked costs and costs that are part of base distribution rates with changes impacting earnings (non-tracked costs).  Operations and Maintenance decreased in 2013,2014, as compared to 2012, due primarily to the absence of several adjustments recorded in the first quarter of 2012, the majority of which were recognized for changes in accounting estimates ($46.7 million), the absence of2013, driven by a bill credit to customers ($15 million) as a result of the Massachusetts merger settlement agreement, and an overall$38.4 million reduction in other operatingnon-tracked costs, ($2.1 million).  These positive factors were partially offset by higher PAM-related amortizations ($4.1 million) as well as timing of maintenance ($4.3 million).


Depreciationincreased in 2013, as compared to 2012, due primarily to higher utility plant balances resulting from completed construction projects placed into service.



62




Amortization of Regulatory Assets, Net increased in 2013, as compared to 2012, due primarily to an increase in the recovery of previously deferred transition costs.


Amortization of Rate Reduction Bondsdecreased in 2013, as compared to 2012, due to the maturity of the RRBs in March 2013.


Energy Efficiency Programs increased in 2013, as compared to 2012, due primarily to an increase in energy efficiency costs in accordance with the three-year program guidelines established by the DPU.  All costs are fully recovered through DPU-approved tracking mechanisms and therefore do not impact earnings.


Taxes Other Than Income Taxes increased in 2013, as compared to 2012, due to higher municipal property taxes as a result of an increase in Property, Plant and Equipment.  


Interest Expense increased $0.3 million in 2013, as compared to 2012, due primarily to lower regulatory interest income primarily from deferred transition costs, partially offset by lower average long-term bond rates.  


Income Tax Expense

 

 

For the Years Ended December 31,

 

(Millions of Dollars)

2013

 

2012

 

Increase

 

Percent

 

Income Tax Expense

$

172.9

 

$

124.0

 

$

48.9

 

39.4

%


Income Tax Expense increased in 2013, as compared to 2012, due primarily to higher pre-tax earnings ($44 million) and the absence in 2013 of the impact of costs recognized as a result of the Massachusetts merger settlement agreement ($5.9 million), partially offset by various other impacts ($1 million).


EARNINGS SUMMARY


 

For the Years

Ended December 31,

(Millions of Dollars)

 

2013

 

 

2012

Income Before Merger-Related Costs

$

268.5

 

$

201.1 

Merger-Related Costs (after-tax)(1)

 

-

 

 

(10.9)

Net Income

$

268.5

 

$

190.2 


(1)

The 2012 after-tax merger-related costs consisted of a $15 million pre-tax charge for customer bill credits related to the Massachusetts merger settlement agreement and a $2.8 million pre-tax charge related to compensation costs.


Excluding the impact of merger-related costs, NSTAR Electric’s earnings increased $67.4 million in 2013, as compared to 2012, due primarily to lower overall operations and maintenance costs and higher retail electric sales due primarily to colder weather in the first and fourth quarters in 2013.  Partially offsetting these factorswhich was higher depreciation and property tax expense.  


CAPITAL EXPENDITURES


A summary of capital expenditures, including amounts incurred but not paid, cost of removal, AFUDC, and the capitalized portions of pension expense, is as follows:


 

For the Years Ended December 31,

(Millions of Dollars)

 

2013

 

 

2012

 

 

2011

Transmission

$

220.8

 

$

192.1

 

$

162.5

Distribution:

 

 

 

 

 

 

 

 

  Basic Business 

 

98.5

 

 

64.2

 

 

58.5

  Aging Infrastructure

 

110.6

 

 

145.8

 

 

132.8

  Load Growth

 

53.6

 

 

21.2

 

 

19.3

Total Distribution

 

262.7

 

 

231.2

 

 

210.6

Total

$

483.5

 

$

423.3

 

$

373.1


LIQUIDITY


NSTAR Electric had cash flows provided by operating activities of $466.9 million in 2013, compared with $506.9 million in 2012 (amounts are net of RRB payments, which are included in financing activities).  The decrease in operating cash flows was due primarily to a $57 million increase in Pension Plan contributions in 2013, as compared to 2012, and a $75.3 million increase in net tax payments.  Partially offsetting the negative cash flow impacts was the absence in 2013 of $15 million in bill credits provided to customers in the second quarter of 2012 in connection with the Massachusetts merger settlement agreement.  In addition, operating cash flows benefitted from an increase in amortization on regulatory deferrals primarily attributable to tracking mechanisms where such revenues exceededlower labor and other employee-related costs, resulting in a favorable cash flow impact.  



63



RESULTS OF OPERATIONS – PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY


The following table provides the amountsincluding pension costs, and variances in operating revenues and expense line items for the consolidated statements of income for PSNH included in this Annual Report on Form 10-K for the years ended December 31, 2013 and 2012:


 

 

 

Operating Revenues and Expenses

 

 

For the Years Ended December 31,

(Millions of Dollars)

2013 

 

2012 

 

Increase/

 

Percent

 

(Decrease)

Operating Revenues

$

 935.4 

 

$

 988.0 

 

$

 (52.6)

 

 (5.3)

%

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Purchased Power, Fuel and Transmission

 

 269.8 

 

 

 319.3 

 

 

 (49.5)

 

 (15.5)

 

 

Operations and Maintenance

 

 267.8 

 

 

 263.2 

 

 

 4.6 

 

 1.7 

 

 

Depreciation

 

 91.6 

 

 

 87.6 

 

 

 4.0 

 

 4.6 

 

 

Amortization of Regulatory Liabilities, Net

 

 (20.4)

 

 

 (24.1)

 

 

 3.7 

 

 15.4 

 

 

Amortization of Rate Reduction Bonds

 

 19.7 

 

 

 56.6 

 

 

 (36.9)

 

 (65.2)

 

 

Energy Efficiency Programs

 

 14.5 

 

 

 14.2 

 

 

 0.3 

 

 2.1 

 

 

Taxes Other Than Income Taxes

 

 67.2 

 

 

 66.1 

 

 

 1.1 

 

 1.7 

 

 

 

Total Operating Expenses

 

 710.2 

 

 

 782.9 

 

 

 (72.7)

 

 (9.3)

 

Operating Income

$

 225.2 

 

$

 205.1 

 

$

 20.1 

 

 9.8 

%


Operating Revenues

 

 

 

 

 

 

 

 

PSNH's retail sales were as follows:

 

 

For the Years Ended December 31,

 

 

 

2013 

 

2012 

 

Increase

 

Percent

 

Retail Sales in GWh

 7,938 

 

 7,821 

 

 117 

 

 1.5 

%


PSNH's Operating Revenues decreased in 2013, as compared to 2012, due primarily to:


·

A $73.2 million decrease related to PSNH's cost recovery mechanisms.  The primary reason for this decrease was the reduction of recoveries related to PSNH’s RRBs, which were fully collected during the first half of 2013.This reduction had no impact on earnings.


Partially offset by:


·

A $17.3 million increase in base distribution revenues reflecting a 1.5 percent increase in retail sales.  PSNH experienced strong sales in early and late 2013 due to colder winter weather than what was experienced in 2012.  Also reflected in this revenue increase was an increase of $11.9 millionrelated to NHPUC-approved distribution rate increases effective July 1, 2012 and July 1, 2013 as a result of the 2010 distribution rate case settlement.  


·

A $3.3 million increase in transmission revenues reflecting recovery of higher transmission expenses and continuing transmission infrastructure investments.  The increase was mostly offset by the establishment of a reserve related to the FERC ALJ initial decision in the third quarter of 2013.


Purchased Power, Fuel and Transmission decreased in 2013, as compared to 2012, due primarily to a decrease inlower storm restoration costs, related to renewable energy and a decrease in fuel costs resulting from an increase in customer migration to third party suppliers, which resulted in a decrease in load obligation.  These decreases were partially offset by an increase in transmission costs resulting from higher RNS costs.  Purchased Power, Fuel and Transmission costs are includedfor the implementation of a new outage restoration program that began in regulatory-approved tracking mechanisms and do not impact earnings.  


Operations and Maintenance increased in 2013, as compared to 2012, due primarily to anthe second quarter of 2014.  Partially offsetting this decrease was a $9.8 million increase in routine maintenancetracked costs, which have no earnings impact, that was primarily attributable to higher tracked bad debt expense and storm-related distribution overhead line costs ($11.4 million) and an increase in routine generation maintenance costs ($4.4 million).  Partially offsetting these increases was the absence in 2013 of PBOP transition obligation amortization ($2.5 million), lower distribution general and administrative costs ($3 million), a decrease in RRB charges that are included in NHPUC-approved tracking mechanisms ($2.9 million), and a decrease in routineincreased transmission maintenance ($1.4 million).expenses.


Depreciationincreased in 2013,2014, as compared to 2012,2013, due primarily to higher utility plant balances resulting from completed construction projects placed into service.


Amortization of Regulatory Liabilities,Assets, Netincreased expenses in 2013,2014, as compared to 2012,2013.  Fluctuations in energy supply and energy-related costs, which are the primary drivers in amortization, are recovered from customers in rates through cost tracking mechanisms and have no impact on earnings.  


Energy Efficiency Programs, which are tracked costs,increased in 2014, as compared to 2013, due primarily to an increaseexpanded energy conservation programs in the ES2014 as a result of 2013 legislative action.  In 2013, Connecticut enacted into law Public Act 13-298, which implemented a number of recommendations, including allowing electric distribution companies to recover their costs from various state energy policy initiatives and TCAM amortization ($23.3 million and $9.2 million, respectively), partially offset by a decrease in the SCRC amortization ($27.9 million).


Amortization of Rate Reduction Bonds decreased in 2013, as compared to 2012, due to the maturity of the RRBs in May 2013.expanded energy efficiency programs.


Taxes Other Than Income Taxes increased in 2013,2014, as compared to 2012,2013, due primarily to an increase in property taxes as a result of both an increase in utility plant balances and property tax rates.


Interest Expenseincreased in 2014, as compared to 2013, due primarily to an increase in interest on long-term debt ($5 million) as a result of a new debt issuance in April 2014 and an increase in regulatory interest due to the refund of the DOE proceeds in 2014 and the absence in 2014 of the favorable impact from the resolution of a state income tax audit in 2013.


Other Income, Netdecreased in 2014, as compared to 2013, due primarily to lower unrealized gains on the assets supporting the deferred compensation plans ($6.7 million), partially offset by a gain on the sale of land ($4.5 million).


Income Tax Expense decreased in 2014, as compared to 2013, due primarily to lower state taxes, which includes the reduction in the valuation allowance for state tax positions, and various other impacts.


EARNINGS SUMMARY


CL&P's earnings increased in 2014, as compared to 2013, due primarily to a decrease in operations and maintenance costs primarily attributable to lower employee-related costs, as well as lower income tax expense due to the net reduction in the valuation allowance for state tax positions.  Partially offsetting these favorable earnings impacts were lower retail electric sales volumes, higher depreciation expense, higher property tax expense, higher interest expense and the after-tax reserve recorded for the 2014 FERC ROE orders as compared to the reserve recorded in 2013 for the FERC ALJ initial decision in the FERC base ROE complaints.


LIQUIDITY


In 2014, CL&P had cash flows provided by operating activities of $612.4 million, compared with $495.3 million in 2013.  The improved operating cash flows were due primarily to $68.6 million in DOE damages proceeds received in 2014 from the Yankee Companies associated with the spent nuclear fuel litigation, the absence of cash disbursements for major storm restoration costs, and the favorable cash flow impact resulting from an increase in recoveries from customers in 2014, as compared to 2013, relating to regulatory cost recovery tracking mechanisms, partially offset by higher income tax payments in 2014, as compared to 2013, and changes in working capital items.  




53



RESULTS OF OPERATIONS – NSTAR ELECTRIC COMPANY AND SUBSIDIARY


The following provides the amounts and variances in operating revenues and expense line items in the statements of income for NSTAR Electric for the years ended December 31, 2015 and 2014 included in this Annual Report on Form 10-K:  


 

 

 

For the Years Ended December 31,

 

 

 

 

 

 

 

 

 

 

Increase/

 

 

 

(Millions of Dollars)

2015 

2014 

(Decrease)

Percent

 

Operating Revenues

$

 2,681.3 

 

$

 2,536.7 

 

$

 144.6 

 

 5.7 

%

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Purchased Power and Transmission

 

 1,190.2 

 

 

 1,122.3 

 

 

 67.9 

 

 6.1 

 

 

Operations and Maintenance

 

 306.5 

 

 

 327.0 

 

 

 (20.5)

 

 (6.3)

 

 

Depreciation

 

 196.8 

 

 

 188.7 

 

 

 8.1 

 

 4.3 

 

 

Amortization of Regulatory Liabilities, Net

 

 (13.0)

 

 

 (6.3)

 

 

 (6.7)

 

(a)

 

 

Energy Efficiency Programs

 

 224.8 

 

 

 193.5 

 

 

 31.3 

 

 16.2 

 

 

Taxes Other Than Income Taxes

 

 133.2 

 

 

 133.0 

 

 

 0.2 

 

 0.2 

 

 

 

Total Operating Expenses

 

 2,038.5 

 

 

 1,958.2 

 

 

 80.3 

 

 4.1 

 

Operating Income

 

 642.8 

 

 

 578.5 

 

 

 64.3 

 

 11.1 

 

Interest Expense

 

 75.4 

 

 

 77.9 

 

 

 (2.5)

 

 (3.2)

 

Other Income, Net

 

 5.1 

 

 

 4.5 

 

 

 0.6 

 

 13.3 

 

Income Before Income Tax Expense

 

 572.5 

 

 

 505.1 

 

 

 67.4 

 

 13.3 

 

Income Tax Expense

 

 228.0 

 

 

 202.0 

 

 

 26.0 

 

 12.9 

 

Net Income

$

 344.5 

 

$

 303.1 

 

$

 41.4 

 

 13.7 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) Percent greater than 100 percent not shown as it is not meaningful.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

 

 

 

 

 

 

 

 

 

 

 

NSTAR Electric's retail sales volumes were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

 

 

2015 

 

2014 

 

Increase

 

Percent

 

Retail Sales Volumes in GWh

 

 21,055 

 

 

 20,925 

 

 

130 

 

 0.6 

%


NSTAR Electric's Operating Revenues, which consist of base distribution revenues and tracked revenues further described below, increased by $144.6 million in the aggregate in 2015 compared to 2014.  


Base distribution revenues:  Base distribution revenues, excluding LBR, increased $6.5 million as a result of weather impacts.  The impact of colder winter weather experienced in the first quarter of 2015 and warmer weather in the third quarter of 2015, partially offset by milder winter weather in the fourth quarter of 2015, all as compared to the same periods in 2014, were the primary drivers of the increase in 2015 retail electric sales volumes of 0.6 percent.  In addition, NSTAR Electric is allowed to recover LBR related to reductions in sales volumes as a result of successful energy efficiency programs.  NSTAR Electric recognized $20.7 million more LBR in 2015 compared to 2014.


In connection with the Comprehensive Settlement Agreement, NSTAR Electric recognized an $11 million benefit in the first quarter of 2015 associated with the recovery of LBR related to 2009 through 2011 energy efficiency programs, which was recorded as an increase to Operating Revenues.  For further information, see "Regulatory Developments and Rate Matters – Massachusetts – NSTAR Electric and NSTAR Gas Comprehensive Settlement Agreement" in thisManagement's Discussion and Analysis of Financial Condition and Results of Operations.


Tracked revenues:  Tracked revenues consist of certain costs that are recovered from customers in rates through DPU-approved cost tracking mechanisms and therefore have no impact on earnings.  Costs recovered through cost tracking mechanisms include energy supply costs, retail transmission charges, energy efficiency program costs, net metering for distributed generation and transition cost recovery revenues.  Tracked distribution revenues increased primarily as a result of an increase in energy supply costs ($116.2 million), driven by increased average retail rates, and increased cost recovery related to energy efficiency programs ($31.1 million).  These increases were partially offset by decreased retail transmission charges ($80.6 million).


Transmission revenues increased by $23.9 million due primarily to higher revenue requirements associated with ongoing investments in our transmission infrastructure and the result of lower reserves associated with the FERC ROE complaint proceedings recorded in 2015 as compared to 2014.


Purchased Power and Transmissionexpense includes costs associated with purchasing electricity on behalf of NSTAR Electric's customers.  These energy supply costs are recovered from customers in DPU-approved cost tracking mechanisms, which have no impact on earnings (tracked costs).  Purchased Power and Transmission increased in 2015, as compared to 2014, due primarily to the following:  


(Millions of Dollars)

Increase/(Decrease)

Purchased Power Costs

$

133.2 

Transmission Costs

(65.4)

Other

0.1 

Total Purchased Power and Transmission

$

67.9 




54



Included in purchased power are the costs associated with NSTAR Electric's basic service charge and deferred energy supply costs.  The basic service charge recovers energy-related costs incurred as a result of providing electric generation service supply to all customers that have not migrated to third party suppliers.The increase in purchased power costs was due primarily to higher prices associated with the procurement of energy supply.  The decrease in transmission costs was primarily the result of a decrease in the retail transmission cost deferral, which reflects the actual costs of transmission service compared to estimated amounts billed to customers.


Operations and Maintenanceexpense includes tracked costs and costs that are part of base distribution rates with changes impacting earnings (non-tracked costs).  Operations and Maintenance decreased in 2015, as compared to 2014, driven by a $6.8 million reduction in non-tracked costs, which was primarily attributable to the resolution of the basic service bad debt adder mechanism ($24.2 million) and lower bad debt expense, partially offset by increased employee-related expenses.  Tracked costs, which have no earnings impact, decreased $13.7 million, which was primarily attributable to lower employee-related expenses.  As a result of the October 30, 2015 DPU order in the NSTAR Gas distribution rate case, which allows for the recovery of certain uncollectible hardship accounts receivable, NSTAR Electric recorded regulatory deferrals for costs expected to be recovered in future rates given the allowed recoveries of uncollectible hardship accounts receivable by WMECO and NSTAR Gas, which resulted in the recognition of a $10.5 million pre-tax benefit in 2015.  


Depreciationincreased in 2015, as compared to 2014, due primarily to higher utility plant in service balances.  


Amortization of Regulatory Liabilities, Net,reflects an $11.7 million benefit recognized in connection with the Comprehensive Settlement Agreement associated with the CPSL program filings in the first quarter of 2015, which was recorded as a reduction to amortization expense.  For further information, see "Regulatory Developments and Rate Matters – Massachusetts – NSTAR Electric and NSTAR Gas Comprehensive Settlement Agreement" in thisManagement's Discussion and Analysis of Financial Condition and Results of Operations.  Partially offsetting this benefit was an increase in the recovery of previously deferred tracked transition costs, which increased amortization expense, in 2015 compared to 2014.  Fluctuations in these costs are recovered from customers in rates and have no impact on earnings.  


Energy Efficiency Programs, which are tracked costs, increased in 2015, as compared to 2014, due primarily to an increase in energy efficiency costs incurred in accordance with the three-year program guidelines established by the DPU.  


Income Tax Expense increased in 2015, as compared to 2014, due primarily to higher pre-tax earnings ($23.6 million), and higher state taxes and the impact of adjusting estimated tax expense to what was filed on our tax return (provision to return) ($2.4 million).  


EARNINGS SUMMARY


NSTAR Electric's earnings increased $41.4 million in 2015, as compared to 2014, due primarily to the resolution of the basic service bad debt adder mechanism ($14.5 million), the favorable impact associated with the Comprehensive Settlement Agreement, which resolved eleven open dockets including the CPSL program filings and the recovery of LBR related to 2009 through 2011 energy efficiency programs ($13 million), the recovery of higher LBR related to 2015 energy efficiency programs, an increase in transmission earnings due primarily to a higher transmission rate base and lower reserves associated with the FERC ROE complaint proceedings recorded in 2015 compared to 2014, and higher retail sales volumes.  These favorable earnings impacts were partially offset by an increase in employee-related expenses and higher depreciation expense.   


LIQUIDITY


NSTAR Electric had cash flows provided by operating activities of $657 million in 2015, compared with $533 million in 2014.  The improved operating cash flows were due primarily to a $110 million decrease in Pension and PBOP Plan cash contributions in 2015 compared to 2014, the $236.9 million favorable impact of receiving net income tax refunds in 2015 compared with making net income tax payments in 2014 due to the extension of the accelerated depreciation deduction.  These favorable cash flow impacts were partially offset by the impact of the timing of regulatory recoveries resulting from the increase in purchased power costs and the timing of collections and payments related to our working capital items, including affiliated company receivables, accounts receivable and accounts payable.  Accounts receivable increased due primarily to an increase in basic service rates effective January 1, 2015.  Also offsetting the favorable impacts were DOE Damages proceeds received from the Yankee Companies of $0.8 million in 2015, compared to $30.2 million in 2014.


NSTAR Electric has a five-year $450 million revolving credit facility.   On October 26, 2015, this revolving credit facility was amended and restated and the termination date was extended to September 4, 2020. This facility serves to backstop NSTAR Electric's existing $450 million commercial paper program. As of December 31, 2015 and 2014, NSTAR Electric had $62.5 million and $302 million, respectively, in short-term borrowings outstanding under its commercial paper program, leaving $387.5 million and $148 million of available borrowing capacity as of December 31, 2015 and 2014, respectively.  The weighted-average interest rate on these borrowings as of December 31, 2015 and 2014 was 0.40 percent and 0.27 percent, respectively.  




55



RESULTS OF OPERATIONS – PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY


The following provides the amounts and variances in operating revenues and expense line items in the statements of income for PSNH for the years ended December 31, 2015 and 2014 included in this Annual Report on Form 10-K:


 

 

 

For the Years Ended December 31,

 

 

 

 

 

 

 

 

 

 

Increase/

 

 

 

(Millions of Dollars)

2015 

2014 

(Decrease)

Percent

 

Operating Revenues

$

 972.2 

 

$

 959.5 

 

$

 12.7 

 

 1.3 

%

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Purchased Power, Fuel and Transmission

 

 247.7 

 

 

 313.7 

 

 

 (66.0)

 

 (21.0)

 

 

Operations and Maintenance

 

 276.5 

 

 

 261.9 

 

 

 14.6 

 

 5.6 

 

 

Depreciation

 

 105.4 

 

 

 98.4 

 

 

 7.0 

 

 7.1 

 

 

Amortization of Regulatory Assets/(Liabilities), Net

 

 16.3 

 

 

 (29.6)

 

 

 45.9 

 

(a)

 

 

Energy Efficiency Programs

 

 14.3 

 

 

 14.3 

 

 

 - 

 

 - 

 

 

Taxes Other Than Income Taxes

 

 81.8 

 

 

 71.4 

 

 

 10.4 

 

 14.6 

 

 

 

Total Operating Expenses

 

 742.0 

 

 

 730.1 

 

 

 11.9 

 

 1.6 

 

Operating Income

 

 230.2 

 

 

 229.4 

 

 

 0.8 

 

 0.3 

 

Interest Expense

 

 46.0 

 

 

 45.4 

 

 

 0.6 

 

 1.3 

 

Other Income, Net

 

 3.3 

 

 

 2.0 

 

 

 1.3 

 

 65.0 

 

Income Before Income Tax Expense

 

 187.5 

 

 

 186.0 

 

 

 1.5 

 

 0.8 

 

Income Tax Expense

 

 73.1 

 

 

 72.1 

 

 

 1.0 

 

 1.4 

 

Net Income

$

 114.4 

 

$

 113.9 

 

$

 0.5 

 

 0.4 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) Percent greater than 100 percent not shown as it is not meaningful.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

 

 

 

 

 

 

 

 

 

 

 

PSNH's retail sales volumes were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

 

 

2015 

 

2014 

 

Increase

 

Percent

 

Retail Sales Volumes in GWh

 

 7,927 

 

 

 7,886 

 

 

41 

 

 0.5 

%


PSNH's Operating Revenues, which consist of base distribution revenues and tracked revenues further described below, increased by $12.7 million in the aggregate in 2015 compared to 2014.


Base distribution revenues:  Base distribution revenues increased $8.1 million as a result of a distribution rate increase effective July 1, 2015 and higher retail sales volumes driven by weather impacts. Sales volumes increased 0.5 percent in 2015, as compared to 2014, primarily related to the impact of colder winter weather experienced in the first quarter of 2015and warmer weather in the third quarter of 2015, partially offset by milder winter weather in the fourth quarter of 2015, all as compared to the same periods in 2014.


Tracked revenues:Tracked revenues consist of certain costs that are recovered from customers in rates through NHPUC-approved cost tracking mechanisms and therefore have no impact on earnings.  Costs recovered through cost tracking mechanisms include energy supply costs and costs associated with the generation of electricity for customers, retail transmission charges, energy efficiency program costs and stranded cost recovery revenues.  Tracked distribution revenues decreased primarily as a result of a reduction in wholesale generation revenues, partially offset by an increase in energy supply costs in 2015, as compared to 2014 ($11.2 million).


Transmission revenues increased by $12.5 million due primarily to higher revenue requirements associated with ongoing investments in our transmission infrastructure and lower reserves associated with the FERC ROE complaint proceedings recorded in 2015 compared to 2014.


Purchased Power, Fuel and Transmissionexpense includes costs associated with PSNH's generation of electricity as well as purchasing electricity on behalf of its customers.  These energy supply costs are recovered from customers in NHPUC-approved cost tracking mechanisms, which have no impact on earnings (tracked costs).  Purchased Power, Fuel and Transmission decreased in 2015, as compared to 2014, due primarily to the following:


(Millions of Dollars)

Decrease

Generation Fuel Costs

$

(25.0)

Purchased Power Costs

(23.6)

Transmission Costs

(14.1)

Other

(3.3)

Total Purchased Power, Fuel and Transmission

$

(66.0)


PSNH procures power through its own generation, long-term power supply contracts, and short-term purchases and spot purchases in the competitive New England wholesale power market.  The decrease in generation fuel costs was due primarily to a decrease in the amount of electricity generated by PSNH facilities during 2015, as compared to 2014.  The decrease in purchased power costs was due to lower power prices of short-term and spot purchases made in the wholesale power market during 2015, as compared to 2014.  The decrease in transmission costs was primarily the result of a decrease in the retail transmission cost deferral, which reflects the actual costs of transmission service compared to estimated amounts billed to customers.   




56



Operations and Maintenance expense includes tracked costs and costs that are part of base distribution rates with changes impacting earnings (non-tracked costs).  Operations and Maintenance increased in 2015, as compared to 2014, driven by a $7.5 million increase in tracked costs, which have no earnings impact, that was primarily attributable to increased maintenance activities at PSNH's generating facilities, partially offset by lower employee-related expenses, and a $7.1 million increase in non-tracked costs, which was primarily attributable to a $5 million contribution to create a clean energy fund that was recorded in 2015 in connection with the generation divestiture agreement, which is not recoverable from customers.


Depreciationincreased in 2015, as compared to 2014, due primarily to higher utility plant in service balances.  


Amortization of Regulatory Assets/(Liabilities), Net reflects an increase in the deferral to expense of energy supply costs and other amortizations for 2015, as compared to 2014.  Fluctuations in these costs are recovered from customers in rates and have no impact on earnings.  


Taxes Other Than Income Taxes increased in 2015, as compared to 2014, due primarily to an increase in property taxes as a result of an increase in Property, Plant and Equipment and an increase in the property tax rates.



64




Interest Expensedecreased $4.1 million in 2013, as compared to 2012, due primarily to lower interest on RRBs ($2.8 million) as a result of the maturity of the RRBs in May 2013, and a decrease in interest on long-term debt ($1.9 million) due primarily to the redemption of the 2001 Series C PCRBs in May 2013.


Income Tax Expense

 

 

For the Years Ended December 31,

 

(Millions of Dollars)

2013

 

2012

 

Increase

 

Percent

 

Income Tax Expense

$

71.1

 

$

61.0

 

$

10.1

 

16.6

%


Income Tax Expense increased in 2013, as compared to 2012, due primarily to higher pre-tax earnings ($8.6 million) and various other impacts ($1.5 million).utility plant balances.


EARNINGS SUMMARY


 

For the Years Ended December 31,

(Millions of Dollars)

2013

 

2012 

 

Increase

Net Income

$

111.4

 

$

96.9

 

$

14.5


PSNH’sPSNH's earnings increased $0.5 million in 2015 compared to 2014, driven by higher distribution revenues due primarily to higher generation earnings andthe impact of the distribution retail revenues.  The 2013 distribution retail revenues were favorably impacted by the PSNH rate increasesincrease effective July 1, 20122015 and July 1, 2013 as a result of the 2010 distribution rate case settlementhigher retail sales volumes, and a 1.5 percentan increase in retail sales.  PSNH experienced strong salestransmission earnings due primarily to a higher transmission rate base and lower reserves associated with the FERC ROE complaint proceedings recorded in early and late 2013 due2015 compared to colder winter weather than what was experienced in 2012.  Partially offsetting these2014.  These favorable earnings impacts were offset by a $5 million contribution to create a clean energy fund recorded in 2015 in connection with the generation divestiture agreement, which is not recoverable from customers, higher property tax expense, higher depreciation expense and property tax expense.an increase in operations and maintenance costs.  


LIQUIDITY


PSNH had cash flows provided by operating activities of $158.8$274.5 million in 2013,2015, as compared with $174.2to $248 million in 2012 (amounts are net of RRB payments, which are included2014.  The increase in financing activities).  The decrease inoperating cash flows was due primarily to the timing of payments related to fuel, materials and supplies as well as an increase in NUSCO Pension Plan contributions of $20.6 millionrecoveries from customers in 2013, as2015, compared to 2012,2014, and an increase in coalthe timing of collections and fuel inventories in 2013 creating a negative cash flow impact of $34.6 million, as comparedpayments related to a reduction in coalour working capital items, including accounts receivable and fuel inventories in 2012 creating a positive cash flow impact of $28.1 million.accounts payable.  Partially offsetting these decreasesfavorable impacts were income tax refundsDOE Damages proceeds received from the Yankee Companies of $30.1$1 million in 2013,2015, compared to income tax payments of $14.7$14.5 million in 2012, the absence of $13.7 million of 2012 cash disbursements for storm costs associated with Tropical Storm Irene and the October 2011 snowstorm and the favorable impacts related to the distribution rate increases effective July 1, 2012 and July 1, 2013 as a result of the 2010 distribution rate case settlement.  2014.





6557



RESULTS OF OPERATIONS – WESTERN MASSACHUSETTS ELECTRIC COMPANY


The following table provides the amounts and variances in operating revenues and expense line items forin the statements of income for WMECO for the years ended December 31, 2015 and 2014 included in this Annual Report on Form 10-K for the years ended December 31, 2013 and 2012:10-K:


 

 

Operating Revenues and Expenses

 

 

 

For the Years Ended December 31,

 

For the Years Ended December 31,

 

 

 

 

 

 

 

 

Increase/

 

 

 

(Millions of Dollars)

2013 

 

2012 

 

Increase/

 

Percent

 

(Decrease)

(Millions of Dollars)

2015 

 

2014 

 

(Decrease)

 

Percent

 

Operating Revenues

Operating Revenues

$

 472.7 

 

$

 441.2 

 

$

 31.5 

 

 7.1 

%

Operating Revenues

$

 518.1 

$

 493.4 

$

 24.7 

 5.0 

%

Operating Expenses:

Operating Expenses:

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

Purchased Power and Transmission

 

 147.1 

 

 136.1 

 

 11.0 

 

 8.1 

 

Purchased Power and Transmission

 

 177.2 

 

 

 172.9 

 

 

 4.3 

 

 2.5 

 

Operations and Maintenance

 

 96.2 

 

 97.0 

 

 (0.8)

 

 (0.8)

 

Operations and Maintenance

 

 86.3 

 

 

 89.4 

 

 

 (3.1)

 

 (3.5)

 

Depreciation

 

 37.6 

 

 30.0 

 

 7.6 

 

 25.3 

 

Depreciation

 

 43.4 

 

 

 41.9 

 

 

 1.5 

 

 3.6 

 

Amortization of Regulatory (Liabilities)/Assets, Net

 

 (3.2)

 

 0.4 

 

 (3.6)

 

(a)

 

Amortization of Regulatory Assets/(Liabilities), Net

 

 14.5 

 

 

 (6.2)

 

 

 20.7 

 

(a)

 

Amortization of Rate Reduction Bonds

 

 7.8 

 

 17.6 

 

 (9.8)

 

 (55.7)

 

Energy Efficiency Programs

 

 42.9 

 

 

 42.9 

 

 

 - 

 

 - 

 

Energy Efficiency Programs

 

 39.5 

 

 27.8 

 

 11.7 

 

 42.1 

 

Taxes Other Than Income Taxes

 

 38.3 

 

 

 34.9 

 

 

 3.4 

 

 9.7 

 

Taxes Other Than Income Taxes

 

 28.4 

 

 

 21.5 

 

 

 6.9 

 

 32.1 

 

 

Total Operating Expenses

 

 402.6 

 

 

 375.8 

 

 

 26.8 

 

 7.1 

 

Operating Income

 

 115.5 

 

 

 117.6 

 

 

 (2.1)

 

 (1.8)

 

Interest Expense

 

 24.7 

 

 

 24.9 

 

 

 (0.2)

 

 (0.8)

 

Other Income, Net

 

 2.7 

 

 

 2.4 

 

 

 0.3 

 

 12.5 

 

Income Before Income Tax Expense

 

 93.5 

 

 

 95.1 

 

 

 (1.6)

 

 (1.7)

 

Income Tax Expense

 

 37.0 

 

 

 37.3 

 

 

 (0.3)

 

 (0.8)

 

Net Income

$

 56.5 

 

$

 57.8 

 

$

 (1.3)

 

 (2.2)

%

 

Total Operating Expenses

 

 353.4 

 

 

 330.4 

 

 

 23.0 

 

 7.0 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Income

$

 119.3 

 

$

 110.8 

 

$

 8.5 

 

 7.7 

%

(a) Percent greater than 100 percent not shown as it is not meaningful

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

Percent greater than 100 percent not shown as it is not meaningful.  

 

Operating Revenues

 

 

 

 

 

 

 

 

 

 

 

WMECO's retail sales volumes were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

 

 

 

2015 

 

2014 

 

Decrease

 

Percent

 

Retail Sales Volumes in GWh

 

3,563 

 

 

3,586 

 

 

(23)

 

 (0.6)

%


Operating Revenues

 

 

 

 

 

 

 

 

WMECO's retail sales were as follows:

 

 

For the Years Ended December 31,

 

 

 

2013 

 

2012 

 

Change

 

Percent

 

Retail Sales in GWh

 3,683 

 

 3,683 

 

 - 

 

 - 

%


Operating Revenues

WMECO's Operating Revenues increased by $24.7 million in 2013, as2015 compared to 2012, due primarily to:2014.


·

A $21.3 million increaseFluctuations in transmissionWMECO's sales volumes have no impact on total operating revenues reflecting recovery of higher transmission expenses and continuing transmission infrastructure investments, primarily related to the NEEWS project.  The increase was partially offset by the establishment of a reserve related to the FERC ALJ initial decision in the third quarter of 2013.


·

Base distributionor earnings, as WMECO’s revenues are consistent with 2012, as they are decoupled from sales volumes.


·

The remaining increase primarily reflects a higher  Fluctuations in the overall level of collectionsoperating revenues are primarily related to WMECO’stracked revenues.  Tracked revenues consist of certain costs that are recovered from customers in rates through DPU-approved cost tracking mechanisms and therefore have no impact on earnings.  Costs recovered through cost tracking mechanisms include energy supply and company-sponsoredcosts, transmission related costs, energy efficiency programs.  Theseprograms, low income assistance programs, and restructuring and stranded costs as a result of deregulation.  Tracked revenues are fully reconciled to the related costs.  Therefore this increase in revenues had no material impact on earnings.

Purchased Power and Transmissionincreased in 2013, as compared to 2012, due primarily to an increase in supplier contract prices.  energy supply costs ($20.3 million) driven by increased average retail rates.  The increase in Operating Revenues was partially offset by a $3.9 million decrease in revenues that impacts earnings due to the absence of a 2014 wholesale billing adjustment.  


Transmission revenues increased by $8.7 million due primarily to higher revenue requirements associated with ongoing investments in our transmission infrastructure and the impact of a lower FERC ROE complaint proceedings reserve recorded in 2015 as compared to 2014.


Purchased Power and Transmissionexpense includes costs associated with purchasing electricity on behalf of WMECO's customers.  These energy supply costs are includedrecovered from customers in regulatory-approvedDPU-approved cost tracking mechanisms, which have no impact on earnings (tracked costs).  Purchased Power and doTransmissionincreased in 2015, as compared to 2014, due primarily to the following:


(Millions of Dollars)

Increase/(Decrease)

Purchased Power Costs

$

18.1 

Transmission Costs

(13.8)

Total Purchased Power and Transmission

$

4.3 


Included in purchased power are the costs associated with WMECO's basic service charge and deferred energy supply costs.  The basic service charge recovers energy-related costs incurred as a result of providing electric generation service supply to all customers that have not impact earnings.  migrated to competitive energy suppliers.  The increase in purchased power costs was due primarily to higher prices associated with the procurement of energy supply.  The decrease in transmission costs was as a result of a decrease in the retail transmission cost deferral, which reflects the actual costs of transmission service compared to estimated amounts billed to customers.


Operations and Maintenanceexpense includes tracked costs and costs that are part of base distribution rates with changes impacting earnings (non-tracked costs).  Operations and Maintenance decreased in 2013,2015, as compared to 2012, due primarily to the absence2014, driven by $3.9 million reduction in 2013 of bill credits to customers ($3 million) made in the second quarter of 2012 as a result of the Massachusetts merger settlement agreement and the absence in 2013 of the DPU storm penalty ($2 million).  In addition, there were lower general and administrative expenses ($2.5 million).  Partially offsetting these decreases was an increase in Pension and PBOP Plantracked costs, ($6.6 million), which is recovered through DPU-approved tracking mechanisms and hashave no earnings impact.impact, that was primarily attributable to lower employee-related expenses, partially offset by higher tracked bad debt expense.  Non-tracked costs increased $0.8 million, which was primarily attributable to higher bad debt expense, partially offset by a decrease in workers' compensation claims.


Depreciationincreased in 2013,2015, as compared to 2012,2014, due primarily to higher utility plant balances resulting from completed construction projects placed into service.in service balances.  




58



Amortization of Regulatory Assets/(Liabilities)/Assets,, Netdecreased in 2013, as compared to 2012, due primarily to a decrease in amortizationreflects the absence of the transition charge deferral.


Amortization of Rate Reduction Bondsdecreased in 2013, as compared to 2012, due to the maturityrefund of the RRBsDOE proceeds to customers in June 2013.


Energy Efficiency Programsincreased2014 as well as energy and energy related costs and amortizations that can fluctuate period to period based on timing of costs incurred and related rate changes to recover these costs.  Fluctuations in 2013, as compared to 2012, due primarily to an increase in expenses attributable to an increase in spending in accordance with the three-year program guidelines established by the DPU.  Allenergy and energy related costs are fully recovered through DPU-approved tracking mechanismsfrom customers in rates and therefore do nothave no impact on earnings.


Taxes Other Than Income Taxes increased in 2013,2015, as compared to 2012,2014, due primarily to an increase in property taxes as a result of an increase in Property, Plant and Equipment and an increase in the property tax rates.




66



Interest Expensedecreased $1.8 million in 2013, as compared to 2012, due primarily to lower interest on RRBs ($1.1 million) as a result of the maturity of the RRBs in June 2013, and lower interest on short-term debt ($0.9 million).


Income Tax Expense

 

 

For the Years Ended December 31,

 

(Millions of Dollars)

2013

 

2012

 

Increase

 

Percent

 

Income Tax Expense

$

37.4

 

$

32.1

 

$

5.3

 

16.5

%


Income Tax Expense increased in 2013, as compared to 2012, due primarily to higher pre-tax earnings ($2.9 million), the absence in 2013 of the impact of costs recognized as a result of the Massachusetts merger settlement agreement ($1.2 million) and various other impacts ($1.2 million).  utility plant balances.


EARNINGS SUMMARY


 

For the Years Ended
December 31,

(Millions of Dollars)

 

2013

 

 

2012

Income Before Merger-Related Costs

$

60.4

 

$

56.3 

Merger-Related Costs (after-tax)

 

-

 

 

(1.8)

Net Income

$

60.4

 

$

54.5 


Excluding the impact of merger-related costs, WMECO’sWMECO's earnings increased $4.1decreased $1.3 million in 2015, as compared to 2012,2014, due primarily to the absence of a 2014 wholesale billing adjustment, which favorably impacted 2014 revenues and interest expense, higher property tax expense and an increase in non-tracked operations and maintenance costs.  Partially offsetting these unfavorable earnings impacts was an increase in transmission earnings due primarily to a higher transmission earnings as a result of an increased level of investmentrate base and lower reserves associated with the FERC ROE complaint proceedings recorded in transmission infrastructure, primarily related2015 compared to the NEEWS project.  Partially offsetting this favorable earnings impact was higher depreciation and property tax expense.2014.  


LIQUIDITY


WMECO had cash flows provided by operating activities of $169.5$43 million in 2013,2015, compared with $77$153.3 million in 2012 (amounts are net of RRB payments, which are included2014.  The decrease in financing activities).  The improvedoperating cash flows was due primarily to the $57.4 million payment made from WMECO’s spent nuclear fuel trust to fully satisfy the pre-1983 spent nuclear fuel obligation with the DOE.  Also contributing to the decrease in operating cash flows were DOE Damages proceeds received from the Yankee Companies of $0.6 million in 2015, compared to $18.9 million in 2014, the unfavorable impact of accounts receivable due primarily to an increase in basic service rates effective January 1, 2015, and the timing of regulatory recoveries resulting from the increase in purchased power costs.  Partially offsetting these unfavorable cash flow impacts were lower income tax refunds of $69 millionpayments in 2013,2015 compared with income tax refunds of $8.4 million in 2012, the absence of $16.7 million in 2012 cash disbursements for storm costs in 2012 and the absence of $3 million in bill credits provided to customers in the second quarter of 2012 associated with the Massachusetts merger settlement agreement.  2014.




6759



Item 7A.

Quantitative and Qualitative Disclosures about Market Risk


Market Risk Information


Commodity Price Risk Management:  Our Regulated companies enter into energy contracts to serve our customers and the economic impacts of those contracts are passed on to our customers.  Accordingly, the Regulated companies have no exposure to loss of future earnings or fair values due to these market risk-sensitive instruments.  NU’sEversource's Energy Supply Risk Committee, comprised of senior officers, reviews and approves all large scale energy related transactions entered into by its Regulated Companies.


The remaining unregulated wholesale marketing contracts expired on December 31, 2013 and therefore, there is no remaining market risk exposure related to these contracts.companies.


Other Risk Management Activities


We have an Enterprise Risk Management methodology(ERM) program for identifying the principal risks of the Company.  Our ERM program involves the application of a well-defined, enterprise-wide methodology designed to allow our Risk Committee, comprised of our senior officers and directors of the Company, to the company, to oversee the identification, managementidentify, categorize, prioritize, and reporting ofmitigate the principal risks to the Company.  The ERM program is integrated with other assurance functions throughout the Company including Compliance, Auditing, and Insurance to ensure appropriate coverage of risks that could impact the business.Company.  In addition to known risks, ERM identifies emerging risks to the Company, through participation in industry groups, discussions with management and in consultation with outside advisers.  Our management then analyzes risks to determine materiality, and other attributes such as likelihood and impact, and develops mitigation strategies.  Management broadly considers our business model, the utility industry, the global economy and the current environment to identify risks.  The Finance Committee of the Board of Trustees is responsible for oversight of the Company's ERM program and enterprise-wide risks as well as specific risks associated with insurance, credit, financing, investments, pensions and overall system security including cyber security.  The findings of thisthe ERM process are periodically discussed with the Finance Committee of our Board of Trustees.Trustees, as well as with other Board Committees or the full Board of Trustees, as appropriate, including reporting on how these issues are being measured and managed.  However, there can be no assurances that the Enterprise Risk Management process will identify or manage every risk or event that could impact our financial position, results of operations or cash flows.


Interest Rate Risk Management:  We manage our interest rate risk exposure in accordance with our written policies and procedures by maintaining a mix of fixed and variable rate long-term debt.  As of December 31, 2013,2015, approximately 9195 percent of our long-term debt, including fees and interest due for CYAPC's spent nuclear fuel disposal costs, was at a fixed interest rate.  The remaining long-term debt is at variable interest rates and is subject to interest rate risk that could result in earnings volatility.  Assuming a one percentage point increase in our variable interest rate,rates, annual interest expense would have increased by a pre-tax amount of $7.7$4.7 million.  


Credit Risk Management:  Credit risk relates to the risk of loss that we would incur as a result of non-performance by counterparties pursuant to the terms of our contractual obligations.  We serve a wide variety of customers and transact with suppliers that include IPPs, industrial companies, natural gas and electric utilities, oil and gas producers, financial institutions, and other energy marketers.  Margin accounts exist within this diverse group, and we realize interest receipts and payments related to balances outstanding in these margin accounts.  This wide customer and supplier mix generates a need for a variety of contractual structures, products and terms that, in turn, require us to manage the portfolio of market risk inherent in those transactions in a manner consistent with the parameters established by our risk management process.


Our Regulated companies are subject to credit risk from certain long-term or high-volume supply contracts with energy marketing companies.  Our Regulated companies manage the credit risk with these counterparties in accordance with established credit risk practices and monitor contracting risks, including credit risk.  As of December 31, 2013,2015, our Regulated companies helddid not hold collateral (letters of credit) from counterparties related to our standard service contracts. As of December 31, 2013, NU2015, Eversource had $17.1 million of cash posted with ISO-NE related to energy purchase transactions.


For further information on cash collateral deposited and posted with counterparties, as well, see Note 1G, "Summary of Significant Accounting Policies- Restricted Cash and OtherPolicies - Deposits," and Note 5,4, "Derivative Instruments," to the consolidated financial statements.


If the respective unsecured debt ratings of NUEversource or its subsidiaries were reduced to below investment grade by either Moody’sMoody's or S&P, certain of NU’sEversource's contracts would require additional collateral in the form of cash to be provided to counterparties and independent system operators.  NUEversource would have been and remains able to provide that collateral.  





6860



Item 8.

Financial Statements and Supplementary Data

 

 

 

NUEversource

 

 

 

Company Report on Internal Controls Over Financial Reporting

 

 

Report of Independent Registered Public Accounting Firm

 

 

Consolidated Financial Statements

 

 

 

 

CL&P

 

 

 

Company Report on Internal Controls Over Financial Reporting

 

 

Report of Independent Registered Public Accounting Firm

 

 

Financial Statements

 

 

 

 

NSTAR Electric

 

 

 

Company Report on Internal Controls Over Financial Reporting

 

 

ReportsReport of Independent Registered Public Accounting FirmsFirm

 

 

Consolidated Financial Statements

 

 

 

 

PSNH

 

 

 

Company Report on Internal Controls Over Financial Reporting

 

 

Report of Independent Registered Public Accounting Firm

 

 

Consolidated Financial Statements

 

 

 

 

WMECO

 

 

 

Company Report on Internal Controls Over Financial Reporting

 

 

Report of Independent Registered Public Accounting Firm

 

 

Financial Statements

 




6961



Company Report on Internal Controls Over Financial Reporting


Northeast UtilitiesEversource Energy


Management is responsible for the preparation, integrity, and fair presentation of the accompanying consolidated financial statements of Northeast UtilitiesEversource Energy and subsidiaries (NU(Eversource or the Company) and of other sections of this annual report.  NU’sEversource's internal controls over financial reporting were audited by Deloitte & Touche LLP.


Management is responsible for establishing and maintaining adequate internal controls over financial reporting.  The Company’sCompany's internal control framework and processes have been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted accounting principles.in the United States of America.  There are inherent limitations of internal controls over financial reporting that could allow material misstatements due to error or fraud to occur and not be prevented or detected on a timely basis by employees during the normal course of business.  Additionally, internal controls over financial reporting may become inadequate in the future due to changes in the business environment.  


Under the supervision and with the participation of the principal executive officer and principal financial officer, NUEversource conducted an evaluation of the effectiveness of internal controls over financial reporting based on criteria established inInternal Control – Integrated Framework (2013)(1992 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Based on this evaluation under the framework in COSO, management concluded that internal controls over financial reporting were effective as of December 31, 2013.2015.



February 25, 201426, 2016




7062



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Trustees and Shareholders of Northeast Utilities:Eversource Energy:


We have audited the accompanying consolidated balance sheets of Northeast UtilitiesEversource Energy and subsidiaries (the "Company") as of December 31, 20132015 and 2012,2014, and the related consolidated statements of income, comprehensive income, common shareholders’shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2013.2015.  Our audits also included the financial statement schedules listed in the Index at Item 15 of Part IV.  We also have audited the Company's internal control over financial reporting as of December 31, 2013,2015, based on criteria established inInternal Control — Integrated Framework (1992)(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission.  The Company's management is responsible for these financial statements and financial statement schedules, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Company Report on Internal Controls Over Financial Reporting.  Our responsibility is to express an opinion on these financial statements and financial statement schedules and an opinion on the Company's internal control over financial reporting based on our audits.


We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.  Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances.  We believe that our audits provide a reasonable basis for our opinions.


A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.


Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.  Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Northeast UtilitiesEversource Energy and subsidiaries as of December 31, 20132015 and 2012,2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013,2015, in conformity with accounting principles generally accepted in the United States of America.  Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.  Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013,2015, based on the criteria established inInternal Control — Integrated Framework(1992)Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission.


/s/ Deloitte & Touche LLP


Hartford, Connecticut

February 25, 201426, 2016



























































































7163




NORTHEAST UTILITIES AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

As of December 31,

(Thousands of Dollars)

2013 

 

2012 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash and Cash Equivalents

$

 43,364 

 

$

 45,748 

 

Receivables, Net

 

 765,391 

 

 

 792,822 

 

Unbilled Revenues

 

 224,982 

 

 

 216,040 

 

Fuel, Materials and Supplies

 

 303,233 

 

 

 267,713 

 

Regulatory Assets

 

 535,791 

 

 

 705,025 

 

Prepayments and Other Current Assets

 

 214,288 

 

 

 199,947 

Total Current Assets

 

 2,087,049 

 

 

 2,227,295 

 

 

 

 

 

 

 

Property, Plant and Equipment, Net

 

 17,576,186 

 

 

 16,605,010 

 

 

 

 

 

 

 

Deferred Debits and Other Assets:

 

 

 

 

 

 

Regulatory Assets

 

 3,758,694 

 

 

 5,132,411 

 

Goodwill

 

 3,519,401 

 

 

 3,519,401 

 

Marketable Securities

 

 488,515 

 

 

 400,329 

 

Derivative Assets

 

 74,155 

 

 

 90,612 

 

Other Long-Term Assets

 

 291,537 

 

 

 327,766 

Total Deferred Debits and Other Assets

 

 8,132,302 

 

 

 9,470,519 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

$

 27,795,537 

 

$

 28,302,824 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

EVERSOURCE ENERGY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31,

(Thousands of Dollars)

2015 

 

2014 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash and Cash Equivalents

$

 23,947 

 

$

 38,703 

 

Receivables, Net

 

 775,480 

 

 

 856,346 

 

Unbilled Revenues

 

 202,647 

 

 

 211,758 

 

Taxes Receivable

 

 305,359 

 

 

 337,307 

 

Fuel, Materials and Supplies

 

 336,476 

 

 

 349,664 

 

Regulatory Assets

 

 845,843 

 

 

 672,493 

 

Prepayments and Other Current Assets

 

 129,034 

 

 

 226,194 

Total Current Assets

 

 2,618,786 

 

 

 2,692,465 

 

 

 

 

 

 

Property, Plant and Equipment, Net

 

 19,892,441 

 

 

 18,647,041 

 

 

 

 

 

 

Deferred Debits and Other Assets:

 

 

 

 

 

 

Regulatory Assets

 

 3,737,960 

 

 

 4,054,086 

 

Goodwill

 

 3,519,401 

 

 

 3,519,401 

 

Marketable Securities

 

 516,478 

 

 

 515,025 

 

Other Long-Term Assets

 

 295,243 

 

 

 312,369 

Total Deferred Debits and Other Assets

 

 8,069,082 

 

 

 8,400,881 

 

 

 

 

 

 

Total Assets

$

 30,580,309 

 

$

 29,740,387 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND CAPITALIZATION

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Notes Payable

$

 1,160,953 

 

$

 956,825 

 

Long-Term Debt - Current Portion

 

 228,883 

 

 

 245,583 

 

Accounts Payable

 

 813,646 

 

 

 868,231 

 

Regulatory Liabilities

 

 107,759 

 

 

 235,022 

 

Accumulated Deferred Income Taxes

 

 - 

 

 

 160,288 

 

Other Current Liabilities

 

 678,549 

 

 

 668,432 

Total Current Liabilities

 

 2,989,790 

 

 

 3,134,381 

 

 

 

 

 

 

 

 

 

 

Deferred Credits and Other Liabilities:

 

 

 

 

 

 

Accumulated Deferred Income Taxes

 

 5,147,678 

 

 

 4,467,473 

 

Regulatory Liabilities

 

 513,595 

 

 

 515,144 

 

Derivative Liabilities

 

 337,102 

 

 

 409,632 

 

Accrued Pension, SERP and PBOP

 

 1,407,288 

 

 

 1,638,558 

 

Other Long-Term Liabilities

 

 871,499 

 

 

 874,387 

Total Deferred Credits and Other Liabilities

 

 8,277,162 

 

 

 7,905,194 

 

 

 

 

 

 

 

 

 

 

Capitalization:

 

 

 

 

 

 

Long-Term Debt

 

 8,805,574 

 

 

 8,568,429 

 

 

 

 

 

 

 

Noncontrolling Interest - Preferred Stock of Subsidiaries

 

 155,568 

 

 

 155,568 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

Common Shareholders' Equity:

 

 

 

 

 

 

 

 

Common Shares

 

 1,669,313 

 

 

 1,666,796 

 

 

 

Capital Surplus, Paid In

 

 6,262,368 

 

 

 6,235,834 

 

 

 

Retained Earnings

 

 2,797,355 

 

 

 2,448,661 

 

 

 

Accumulated Other Comprehensive Loss

 

 (66,844)

 

 

 (74,009)

 

 

 

Treasury Stock

 

 (309,977)

 

 

 (300,467)

 

 

Common Shareholders' Equity

 

 10,352,215 

 

 

 9,976,815 

Total Capitalization

 

 19,313,357 

 

 

 18,700,812 

 

 

 

 

 

 

Commitments and Contingencies (Note 11)

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Capitalization

$

 30,580,309 

 

$

 29,740,387 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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



























































































7264




NORTHEAST UTILITIES AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31,

(Thousands of Dollars)

2013 

 

2012 

 

 

 

 

 

 

 

 

LIABILITIES AND CAPITALIZATION

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

  Notes Payable

$

 1,093,000 

 

$

 1,120,196 

  Long-Term Debt - Current Portion

 

 533,346 

 

 

 763,338 

  Accounts Payable

 

 742,251 

 

 

 764,350 

  Regulatory Liabilities

 

 204,278 

 

 

 134,115 

  Other Current Liabilities

 

 702,776 

 

 

 861,691 

Total Current Liabilities

 

 3,275,651 

 

 

 3,643,690 

 

 

 

 

 

 

 

 

Rate Reduction Bonds

 

 - 

 

 

 82,139 

 

 

 

 

 

 

 

 

Deferred Credits and Other Liabilities:

 

 

 

 

 

  Accumulated Deferred Income Taxes

 

 4,029,026 

 

 

 3,463,347 

  Regulatory Liabilities

 

 502,984 

 

 

 540,162 

  Derivative Liabilities

 

 624,050 

 

 

 882,654 

  Accrued Pension, SERP and PBOP

 

 896,844 

 

 

 2,130,497 

  Other Long-Term Liabilities

 

 923,053 

 

 

 967,561 

Total Deferred Credits and Other Liabilities

 

 6,975,957 

 

 

 7,984,221 

 

 

 

 

 

 

 

 

Capitalization:

 

 

 

 

 

  Long-Term Debt

 

 7,776,833 

 

 

 7,200,156 

 

 

 

 

 

 

 

 

   Noncontrolling Interest - Preferred Stock of Subsidiaries

 

 155,568 

 

 

 155,568 

 

 

 

 

 

 

 

 

   Equity:

 

 

 

 

 

 

Common Shareholders' Equity:

 

 

 

 

 

 

  Common Shares

 

 1,665,351 

 

 

 1,662,547 

 

  Capital Surplus, Paid In

 

 6,192,765 

 

 

 6,183,267 

 

  Retained Earnings

 

 2,125,980 

 

 

 1,802,714 

 

  Accumulated Other Comprehensive Loss

 

 (46,031)

 

 

 (72,854)

 

  Treasury Stock

 

 (326,537)

 

 

 (338,624)

   Common Shareholders' Equity

 

 9,611,528 

 

 

 9,237,050 

Total Capitalization

 

 17,543,929 

 

 

 16,592,774 

 

 

 

 

 

 

 

 

Commitments and Contingencies (Note 12)

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Capitalization

$

 27,795,537 

 

$

 28,302,824 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

EVERSOURCE ENERGY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

(Thousands of Dollars, Except Share Information)

2015 

 

2014 

 

2013 

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

$

 7,954,827 

 

$

 7,741,856 

 

$

 7,301,204 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Purchased Power, Fuel and Transmission

 

 3,086,905 

 

 

 3,021,550 

 

 

 2,482,954 

 

Operations and Maintenance

 

 1,329,289 

 

 

 1,427,589 

 

 

 1,514,986 

 

Depreciation

 

 665,856 

 

 

 614,657 

 

 

 610,777 

 

Amortization of Regulatory Assets, Net

 

 22,339 

 

 

 10,704 

 

 

 206,322 

 

Amortization of Rate Reduction Bonds

 

 - 

 

 

 - 

 

 

 42,581 

 

Energy Efficiency Programs

 

 495,701 

 

 

 473,127 

 

 

 401,919 

 

Taxes Other Than Income Taxes

 

 590,573 

 

 

 561,380 

 

 

 512,230 

 

 

Total Operating Expenses

 

 6,190,663 

 

 

 6,109,007 

 

 

 5,771,769 

Operating Income

 

 1,764,164 

 

 

 1,632,849 

 

 

 1,529,435 

Interest Expense

 

 372,420 

 

 

 362,106 

 

 

 338,699 

Other Income, Net

 

 34,227 

 

 

 24,619 

 

 

 29,894 

Income Before Income Tax Expense

 

 1,425,971 

 

 

 1,295,362 

 

 

 1,220,630 

Income Tax Expense

 

 539,967 

 

 

 468,297 

 

 

 426,941 

Net Income

 

 886,004 

 

 

 827,065 

 

 

 793,689 

Net Income Attributable to Noncontrolling Interests

 

 7,519 

 

 

 7,519 

 

 

 7,682 

Net Income Attributable to Common Shareholders

$

 878,485 

 

$

 819,546 

 

$

 786,007 

 

 

 

 

 

 

 

 

 

 

 

Basic Earnings Per Common Share

$

 2.77 

 

$

 2.59 

 

$

 2.49 

 

 

 

 

 

 

 

 

 

 

 

Diluted Earnings Per Common Share

$

 2.76 

 

$

 2.58 

 

$

 2.49 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Common Shares Outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

 317,336,881 

 

 

 316,136,748 

 

 

 315,311,387 

 

Diluted

 

 318,432,687 

 

 

 317,417,414 

 

 

 316,211,160 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

$

 886,004 

 

$

 827,065 

 

$

 793,689 

Other Comprehensive Income/(Loss), Net of Tax:

 

 

 

 

 

 

 

 

 

Qualified Cash Flow Hedging Instruments

 

 2,079 

 

 

 2,037 

 

 

 2,049 

 

Changes in Unrealized (Losses)/Gains on Marketable Securities

 

 (2,588)

 

 

 315 

 

 

 (940)

 

Changes in Funded Status of Pension, SERP and PBOP Benefit Plans

 

 7,674 

 

 

 (30,330)

 

 

 25,714 

Other Comprehensive Income/(Loss), Net of Tax

 

 7,165 

 

 

 (27,978)

 

 

 26,823 

Comprehensive Income Attributable to Noncontrolling Interests

 

 (7,519)

 

 

 (7,519)

 

 

 (7,682)

Comprehensive Income Attributable to Common Shareholders

$

 885,650 

 

$

 791,568 

 

$

 812,830 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 



























































































7365




NORTHEAST UTILITIES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

(Thousands of Dollars, Except Share Information)

2013 

 

2012 

 

2011 

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

$

 7,301,204 

 

$

 6,273,787 

 

$

 4,465,657 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Purchased Power, Fuel and Transmission

 

 2,482,954 

 

 

 2,084,364 

 

 

 1,657,914 

 

Operations and Maintenance

 

 1,514,986 

 

 

 1,583,070 

 

 

 1,095,358 

 

Depreciation

 

 610,777 

 

 

 519,010 

 

 

 302,192 

 

Amortization of Regulatory Assets, Net

 

 206,322 

 

 

 79,762 

 

 

 91,080 

 

Amortization of Rate Reduction Bonds

 

 42,581 

 

 

 142,019 

 

 

 69,912 

 

Energy Efficiency Programs

 

 401,919 

 

 

 313,149 

 

 

 131,415 

 

Taxes Other Than Income Taxes

 

 512,230 

 

 

 434,207 

 

 

 323,610 

 

 

Total Operating Expenses

 

 5,771,769 

 

 

 5,155,581 

 

 

 3,671,481 

Operating Income

 

 1,529,435 

 

 

 1,118,206 

 

 

 794,176 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense:

 

 

 

 

 

 

 

 

 

Interest on Long-Term Debt

 

 340,970 

 

 

 316,987 

 

 

 231,630 

 

Interest on Rate Reduction Bonds

 

 422 

 

 

 6,168 

 

 

 8,611 

 

Other Interest

 

 (2,693)

 

 

 6,790 

 

 

 10,184 

 

 

Interest Expense

 

 338,699 

 

 

 329,945 

 

 

 250,425 

Other Income, Net

 

 29,894 

 

 

 19,742 

 

 

 27,715 

Income Before Income Tax Expense

 

 1,220,630 

 

 

 808,003 

 

 

 571,466 

Income Tax Expense

 

 426,941 

 

 

 274,926 

 

 

 170,953 

Net Income

 

 793,689 

 

 

 533,077 

 

 

 400,513 

Net Income Attributable to Noncontrolling Interests

 

 7,682 

 

 

 7,132 

 

 

 5,820 

Net Income Attributable to Controlling Interest

$

 786,007 

 

$

 525,945 

 

$

 394,693 

 

 

 

 

 

 

 

 

 

 

 

Basic Earnings Per Common Share

$

 2.49 

 

$

 1.90 

 

$

 2.22 

 

 

 

 

 

 

 

 

 

 

 

Diluted Earnings Per Common Share

$

 2.49 

 

$

 1.89 

 

$

 2.22 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Common Shares Outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

 315,311,387 

 

 

 277,209,819 

 

 

 177,410,167 

 

Diluted

 

 316,211,160 

 

 

 277,993,631 

 

 

 177,804,568 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

EVERSOURCE ENERGY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMMON SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

Total

 

 

 

 

 

Capital

 

Other

 

Common

 

 

 

Common Shares

Surplus,

Retained

Comprehensive

Treasury

Shareholders'

(Thousands of Dollars, Except Share Information)

Shares

Amount

Paid In

Earnings

Income/(Loss)

Stock

Equity

Balance as of January 1, 2013

314,053,634 

$ 1,662,547 

$ 6,183,267 

$ 1,802,714 

$ (72,854)

$ (338,624)

$ 9,237,050 

 

Net Income

 

 

 

793,689 

 

 

793,689 

 

Dividends on Common Shares - $1.47 Per Share

 

 

 

(462,741)

 

 

(462,741)

 

Dividends on Preferred Stock

 

 

 

(7,682)

 

 

(7,682)

 

Issuance of Common Shares, $5 Par Value

560,848 

2,804 

8,274 

 

 

 

11,078 

 

Long-Term Incentive Plan Activity

 

 

(10,748)

 

 

 

(10,748)

 

Issuance of Treasury Shares

659,077 

 

17,381 

 

 

12,087 

29,468 

 

Other Changes in Shareholders' Equity

 

 

(5,409)

 

 

 

(5,409)

 

Other Comprehensive Income

 

 

 

 

26,823 

 

26,823 

Balance as of December 31, 2013

315,273,559 

1,665,351 

6,192,765 

2,125,980 

(46,031)

(326,537)

9,611,528 

 

Net Income

 

 

 

827,065 

 

 

827,065 

 

Dividends on Common Shares - $1.57 Per Share

 

 

 

(496,524)

 

 

(496,524)

 

Dividends on Preferred Stock

 

 

 

(7,519)

 

 

(7,519)

 

Issuance of Common Shares, $5 Par Value

288,941 

1,445 

5,164 

 

 

 

6,609 

 

Long-Term Incentive Plan Activity

 

 

(9,569)

 

 

 

(9,569)

 

Issuance of Treasury Shares

1,420,837 

 

37,817 

 

 

26,070 

63,887 

 

Other Changes in Shareholders' Equity

 

 

9,657 

(341)

 

 

9,316 

 

Other Comprehensive Loss

 

 

 

 

(27,978)

 

(27,978)

Balance as of December 31, 2014

316,983,337 

1,666,796 

6,235,834 

2,448,661 

(74,009)

(300,467)

9,976,815 

 

Net Income

 

 

 

886,004 

 

 

886,004 

 

Dividends on Common Shares - $1.67 Per Share

 

 

 

(529,791)

 

 

(529,791)

 

Dividends on Preferred Stock

 

 

 

(7,519)

 

 

(7,519)

 

Issuance of Common Shares, $5 Par Value

503,443 

2,517 

6,951 

 

 

 

9,468 

 

Long-Term Incentive Plan Activity

 

 

(6,140)

 

 

 

(6,140)

 

Increase in Treasury Shares

(295,531)

 

22,070 

 

 

(9,510)

12,560 

 

Other Changes in Shareholders' Equity

 

 

3,653 

 

 

 

3,653 

 

Other Comprehensive Income

 

 

 

 

7,165 

 

7,165 

Balance as of December 31, 2015

317,191,249 

$ 1,669,313 

$ 6,262,368 

$ 2,797,355 

$ (66,844)

$ (309,977)

$ 10,352,215 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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



























































































7466




NORTHEAST UTILITIES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

(Thousands of Dollars)

2013 

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

$

 793,689 

 

$

 533,077 

 

$

 400,513 

Other Comprehensive Income/(Loss), Net of Tax:

 

 

 

 

 

 

 

 

 

Qualified Cash Flow Hedging Instruments

 

 2,049 

 

 

 1,971 

 

 

 (14,177)

 

Changes in Unrealized Gains/(Losses) on Other Securities

 

 (940)

 

 

 217 

 

 

 506 

 

Change in Funded Status of Pension, SERP and PBOP

 

 

 

 

 

 

 

 

 

 

Benefit Plans

 

 25,714 

 

 

 (4,356)

 

 

 (13,645)

Other Comprehensive Income/(Loss), Net of Tax

 

 26,823 

 

 

 (2,168)

 

 

 (27,316)

Comprehensive Income Attributable to Noncontrolling Interests

 

 (7,682)

 

 

 (7,132)

 

 

 (5,820)

Comprehensive Income Attributable to Controlling Interest

$

 812,830 

 

$

 523,777 

 

$

 367,377 

 

 

 

 

 

 

 

 

 

 

 

 

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

EVERSOURCE ENERGY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

(Thousands of Dollars)

2015 

 

2014 

 

2013 

 

 

 

 

 

 

 

 

 

 

 

Operating Activities:

 

 

 

 

 

 

 

 

 

Net Income

$

 886,004 

 

$

 827,065 

 

$

793,689 

 

Adjustments to Reconcile Net Income to Net Cash Flows

 

 

 

 

 

 

 

 

 

 

Provided by Operating Activities:

 

 

 

 

 

 

 

 

 

 

 Depreciation

 

 665,856 

 

 

 614,657 

 

 

610,777 

 

 

 Deferred Income Taxes

 

 491,736 

 

 

 443,259 

 

 

431,413 

 

 

 Pension, SERP and PBOP Expense

 

 96,017 

 

 

 99,056 

 

 

195,698 

 

 

 Pension and PBOP Contributions

 

 (162,452)

 

 

 (211,649)

 

 

(342,184)

 

 

 Regulatory (Under)/Over Recoveries, Net

 

 (163,287)

 

 

 6,853 

 

 

(24,276)

 

 

 Amortization of Regulatory Assets, Net

 

 22,339 

 

 

 10,704 

 

 

206,322 

 

 

 Amortization of Rate Reduction Bonds

 

 - 

 

 

 - 

 

 

42,581 

 

 

(Payments)/Refunds Related to Spent Nuclear Fuel, Net

 

 (297,253)

 

 

 132,138 

 

 

 -   

 

 

 Other

 

 (91,945)

 

 

 39,523 

 

 

 56,071 

 

Changes in Current Assets and Liabilities:

 

 

 

 

 

 

 

 

 

 

 Receivables and Unbilled Revenues, Net

 

 (39,797)

 

 

 (122,139)

 

 

(163,549)

 

 

 Fuel, Materials and Supplies

 

 34,112 

 

 

 (41,310)

 

 

(14,811)

 

 

 Taxes Receivable/Accrued, Net

 

30,282 

 

 

 (323,224)

 

 

(50,950)

 

 

 Accounts Payable

 

 (91,618)

 

 

 144,743 

 

 

(54,619)

 

 

 Other Current Assets and Liabilities, Net

 

 44,031 

 

 

 15,797 

 

 

(22,623)

Net Cash Flows Provided by Operating Activities

 

 1,424,025 

 

 

 1,635,473 

 

 

 1,663,539 

 

 

 

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

 

 

 

Investments in Property, Plant and Equipment

 

 (1,724,139)

 

 

 (1,603,744)

 

 

(1,456,787)

 

Proceeds from Sales of Marketable Securities

 

 799,165 

 

 

 488,789 

 

 

627,532 

 

Purchases of Marketable Securities

 

 (717,114)

 

 

 (491,220)

 

 

(679,784)

 

Other Investing Activities

 

 (17,062)

 

 

 14,380 

 

 

67,816 

Net Cash Flows Used in Investing Activities

 

 (1,659,150)

 

 

 (1,591,795)

 

 

(1,441,223)

 

 

 

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

 

 

 

Cash Dividends on Common Shares

 

 (529,791)

 

 

 (475,227)

 

 

(462,741)

 

Cash Dividends on Preferred Stock

 

 (7,519)

 

 

 (7,519)

 

 

(7,682)

 

(Decrease)/Increase in Short-Term Debt

 

 (242,122)

 

 

 285,075 

 

 

(397,000)

 

Issuance of Long-Term Debt

 

 1,225,000 

 

 

 725,000 

 

 

1,680,000 

 

Retirements of Long-Term Debt

 

 (216,700)

 

 

 (576,551)

 

 

(929,885)

 

Retirements of Rate Reduction Bonds

 

 - 

 

 

 - 

 

 

(82,139)

 

Other Financing Activities

 

 (8,499)

 

 

 883 

 

 

(25,253)

Net Cash Flows Provided by/(Used in) Financing Activities

 

 220,369 

 

 

 (48,339)

 

 

(224,700)

Net Decrease in Cash and Cash Equivalents

 

 (14,756)

 

 

 (4,661)

 

 

(2,384)

Cash and Cash Equivalents - Beginning of Year

 

 38,703 

 

 

 43,364 

 

 

45,748 

Cash and Cash Equivalents - End of Year

$

 23,947 

 

$

 38,703 

 

$

43,364 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 




75




NORTHEAST UTILITIES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMMON SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

Total

 

 

 

 

 

Capital

 

Other

 

Common

 

 

 

Common Shares

Surplus,

Retained

Comprehensive

Treasury

Shareholders'

(Thousands of Dollars, Except Share Information)

Shares

Amount

Paid In

Earnings

Income/(Loss)

Stock

Equity

Balance as of January 1, 2011

176,448,081 

$ 978,909 

$ 1,777,592 

$ 1,452,777 

$ (43,370)

$ (354,732)

$ 3,811,176 

 

Net Income

 

 

 

400,513 

 

 

400,513 

 

Dividends on Common Shares - $1.10 Per Share

 

 

 

(195,595)

 

 

(195,595)

 

Dividends on Preferred Stock

 

 

 

(5,559)

 

 

(5,559)

 

Issuance of Common Shares, $5 Par Value

271,030 

1,355 

4,496 

 

 

 

5,851 

 

Long-Term Incentive Plan Activity

 

 

7,359 

 

 

 

7,359 

 

Issuance of Treasury Shares to Fund ESOP

439,581 

 

7,048 

 

 

8,065 

15,113 

 

Other Changes in Shareholders' Equity

 

 

1,389 

 

 

 

1,389 

 

Net Income Attributable to Noncontrolling Interests

 

 

 

(261)

 

 

(261)

 

Other Comprehensive Loss

 

 

 

 

(27,316)

 

(27,316)

Balance as of December 31, 2011

177,158,692 

980,264 

1,797,884 

1,651,875 

(70,686)

(346,667)

4,012,670 

 

Net Income

 

 

 

533,077 

 

 

533,077 

 

Shares Issued in Connection with NSTAR Merger

136,048,595 

680,243 

4,358,027 

 

 

 

5,038,270 

 

Other Equity Impacts of Merger with NSTAR

 

 

2,938 

421 

 

 

3,359 

 

Dividends on Common Shares - $1.32 Per Share

 

 

 

(375,527)

 

 

(375,527)

 

Dividends on Preferred Stock

 

 

 

(7,029)

 

 

(7,029)

 

Issuance of Common Shares, $5 Par Value

408,018 

2,040 

11,287 

 

 

 

13,327 

 

Long-Term Incentive Plan Activity

 

 

(3,897)

 

 

 

(3,897)

 

Issuance of Treasury Shares to Fund ESOP

438,329 

 

8,454 

 

 

8,043 

16,497 

 

Other Changes in Shareholders' Equity

 

 

8,574 

 

 

 

8,574 

 

Net Income Attributable to Noncontrolling Interests

 

 

 

(103)

 

 

(103)

 

Other Comprehensive Loss

 

 

 

 

(2,168)

 

(2,168)

Balance as of December 31, 2012

314,053,634 

1,662,547 

6,183,267 

1,802,714 

(72,854)

(338,624)

9,237,050 

 

Net Income

 

 

 

793,689 

 

 

793,689 

 

Dividends on Common Shares - $1.47 Per Share

 

 

 

(462,741)

 

 

(462,741)

 

Dividends on Preferred Stock

 

 

 

(7,682)

 

 

(7,682)

 

Issuance of Common Shares, $5 Par Value

560,848 

2,804 

8,274 

 

 

 

11,078 

 

Long-Term Incentive Plan Activity

 

 

(10,748)

 

 

 

(10,748)

 

Issuance of Treasury Shares

659,077 

 

17,381 

 

 

12,087 

29,468 

 

Other Changes in Shareholders' Equity

 

 

(5,409)

 

 

 

(5,409)

 

Other Comprehensive Income

 

 

 

 

26,823 

 

26,823 

Balance as of December 31, 2013

315,273,559 

$ 1,665,351 

$ 6,192,765 

$ 2,125,980 

$ (46,031)

$ (326,537)

$ 9,611,528 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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



76




NORTHEAST UTILITIES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

(Thousands of Dollars)

2013 

 

2012 

 

2011 

 

 

 

 

 

 

 

 

 

 

 

Operating Activities:

 

 

 

 

 

 

 

 

 

Net Income

$

 793,689 

 

$

533,077 

 

$

 400,513 

 

Adjustments to Reconcile Net Income to Net Cash Flows

 

 

 

 

 

 

 

 

 

 

Provided by Operating Activities:

 

 

 

 

 

 

 

 

 

 

 Depreciation

 

 610,777 

 

 

519,010 

 

 

 302,192 

 

 

 Deferred Income Taxes

 

 431,413 

 

 

292,000 

 

 

 196,761 

 

 

 Pension, SERP and PBOP Expense

 

 195,698 

 

 

218,540 

 

 

 133,000 

 

 

 Pension and PBOP Contributions

 

 (342,184)

 

 

(295,028)

 

 

 (191,101)

 

 

 Regulatory Underrecoveries, Net

 

 (24,276)

 

 

(259,853)

 

 

 (70,863)

 

 

 Amortization of Regulatory Assets, Net

 

 206,322 

 

 

79,762 

 

 

 91,080 

 

 

 Amortization of Rate Reduction Bonds

 

 42,581 

 

 

142,019 

 

 

 69,912 

 

 

 Other

 

 56,071 

 

 

42,852 

 

 

 (48,772)

 

Changes in Current Assets and Liabilities:

 

 

 

 

 

 

 

 

 

 

 Receivables and Unbilled Revenues, Net

 

 (163,549)

 

 

(20,214)

 

 

 17,570 

 

 

 Fuel, Materials and Supplies

 

 (14,811)

 

 

34,321 

 

 

 (11,033)

 

 

 Taxes Receivable/Accrued, Net

 

 (50,950)

 

 

(5,450)

 

 

 49,642 

 

 

 Accounts Payable

 

 (54,619)

 

 

(128,339)

 

 

 18,916 

 

 

 Other Current Assets and Liabilities, Net

 

 (22,623)

 

 

8,532 

 

 

 12,569 

Net Cash Flows Provided by Operating Activities

 

 1,663,539 

 

 

1,161,229 

 

 

 970,386 

 

 

 

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

 

 

 

Investments in Property, Plant and Equipment

 

 (1,456,787)

 

 

(1,472,272)

 

 

 (1,076,730)

 

Proceeds from Sales of Marketable Securities

 

 627,532 

 

 

317,294 

 

 

 149,441 

 

Purchases of Marketable Securities

 

 (679,784)

 

 

(348,629)

 

 

 (151,972)

 

Other Investing Activities

 

 67,816 

 

 

35,683 

 

 

 60,674 

Net Cash Flows Used in Investing Activities

 

 (1,441,223)

 

 

(1,467,924)

 

 

 (1,018,587)

 

 

 

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

 

 

 

Cash Dividends on Common Shares

 

 (462,741)

 

 

(375,047)

 

 

 (194,555)

 

Cash Dividends on Preferred Stock

 

 (7,682)

 

 

(7,029)

 

 

 (5,559)

 

(Decrease)/Increase in Short-Term Debt

 

 (397,000)

 

 

825,000 

 

 

 50,000 

 

Issuance of Long-Term Debt

 

 1,680,000 

 

 

850,000 

 

 

 627,500 

 

Retirements of Long-Term Debt

 

 (929,885)

 

 

(839,136)

 

 

 (369,586)

 

Retirements of Rate Reduction Bonds

 

 (82,139)

 

 

(114,433)

 

 

 (69,312)

 

Other Financing Activities

 

 (25,253)

 

 

6,529 

 

 

 (7,123)

Net Cash Flows (Used in)/Provided by Financing Activities

 

 (224,700)

 

 

345,884 

 

 

 31,365 

Net (Decrease)/Increase in Cash and Cash Equivalents

 

 (2,384)

 

 

39,189 

 

 

 (16,836)

Cash and Cash Equivalents - Beginning of Year

 

 45,748 

 

 

6,559 

 

 

 23,395 

Cash and Cash Equivalents - End of Year

$

43,364 

 

$

45,748 

 

$

 6,559 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 



7767



Company Report on Internal Controls Over Financial Reporting


The Connecticut Light and Power Company


Management is responsible for the preparation, integrity, and fair presentation of the accompanying financial statements of The Connecticut Light and Power Company (CL&P or the Company) and of other sections of this annual report.  


Management is responsible for establishing and maintaining adequate internal controls over financial reporting.  The Company’sCompany's internal control framework and processes have been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted accounting principles.in the United States of America.  There are inherent limitations of internal controls over financial reporting that could allow material misstatements due to error or fraud to occur and not be prevented or detected on a timely basis by employees during the normal course of business.  Additionally, internal controls over financial reporting may become inadequate in the future due to changes in the business environment.  


Under the supervision and with the participation of the principal executive officer and principal financial officer, CL&P conducted an evaluation of the effectiveness of internal controls over financial reporting based on criteria established inInternal Control – Integrated Framework (2013)(1992 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Based on this evaluation under the framework in COSO, management concluded that internal controls over financial reporting were effective as of December 31, 2013.2015.


February 25, 201426, 2016



























































































7868




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholder of The Connecticut Light and Power Company:


We have audited the accompanying balance sheets of The Connecticut Light and Power Company (the "Company") as of December 31, 20132015 and 2012,2014, and the related statements of income, comprehensive income, common stockholder’sstockholder's equity, and cash flows for each of the three years in the period ended December 31, 2013.2015.  Our audits also included the financial statement schedule listed in the Index at Item 15 of Part IV.  These financial statements and financial statement schedule are the responsibility of the Company's management.  Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.


We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.


In our opinion, such financial statements present fairly, in all material respects, the financial position of The Connecticut Light and Power Company as of December 31, 20132015 and 2012,2014, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2013,2015, in conformity with accounting principles generally accepted in the United States of America.  Also, in our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.





/s/ Deloitte & Touche LLP


Hartford, Connecticut

February 25, 201426, 2016



























































































7969




THE CONNECTICUT LIGHT AND POWER COMPANY

THE CONNECTICUT LIGHT AND POWER COMPANY

THE CONNECTICUT LIGHT AND POWER COMPANY

BALANCE SHEETS

BALANCE SHEETS

BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31,

 

 

As of December 31,

(Thousands of Dollars)

(Thousands of Dollars)

2013 

 

2012 

(Thousands of Dollars)

2015 

 

2014 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

ASSETS

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

Current Assets:

 

 

 

 

Current Assets:

 

 

 

 

Cash

$

 7,237 

 

$

 1 

Cash

$

 1,057 

 

$

 2,356 

Receivables, Net

 

 319,670 

 

 284,787 

Receivables, Net

 

 352,536 

 

 355,140 

Accounts Receivable from Affiliated Companies

 

 13,777 

 

 6,641 

Accounts Receivable from Affiliated Companies

 

 21,214 

 

 16,757 

Unbilled Revenues

 

 92,401 

 

 85,353 

Unbilled Revenues

 

 99,879 

 

 102,137 

Regulatory Assets

 

 150,943 

 

 185,858 

Taxes Receivable

 

 137,643 

 

 116,148 

Materials and Supplies

 

 54,606 

 

 64,603 

Regulatory Assets

 

 268,318 

 

 220,344 

Prepayments and Other Current Assets

 

 53,082 

 

 

 26,413 

Materials and Supplies

 

 43,124 

 

 46,664 

Prepayments and Other Current Assets

 

 32,234 

 

 

 37,822 

Total Current Assets

Total Current Assets

 

 691,716 

 

 

 653,656 

Total Current Assets

 

 956,005 

 

 

 897,368 

 

 

 

 

 

 

 

 

 

Property, Plant and Equipment, Net

Property, Plant and Equipment, Net

 

 6,451,259 

 

 

 6,152,959 

Property, Plant and Equipment, Net

 

 7,156,809 

 

 

 6,809,664 

 

 

 

 

 

 

 

 

 

Deferred Debits and Other Assets:

Deferred Debits and Other Assets:

 

 

 

 

Deferred Debits and Other Assets:

 

 

 

 

Regulatory Assets

 

 1,663,147 

 

 2,158,363 

Regulatory Assets

 

 1,369,028 

 

 1,475,508 

Derivative Assets

 

 71,384 

 

 90,612 

Other Long-Term Assets

 

 111,115 

 

 

 161,860 

Total Deferred Debits and Other Assets

 

 1,480,143 

 

 

 1,637,368 

Other Long-Term Assets

 

 102,996 

 

 

 86,498 

 

 

 

 

 

 

Total Deferred Debits and Other Assets

 

 1,837,527 

 

 

 2,335,473 

Total Assets

$

 9,592,957 

 

$

 9,344,400 

 

 

 

 

 

 

LIABILITIES AND CAPITALIZATION

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

 

Notes Payable to Eversource Parent

$

 277,400 

 

$

 133,400 

 

 

 

 

 

Long-Term Debt - Current Portion

 

 - 

 

 162,000 

 

 

 

 

 

Accounts Payable

 

 267,764 

 

 272,971 

Total Assets

$

 8,980,502 

 

$

 9,142,088 

Accounts Payable to Affiliated Companies

 

 66,456 

 

 65,594 

Obligations to Third Party Suppliers

 

 60,746 

 

 73,624 

Regulatory Liabilities

 

 61,155 

 

 124,722 

Derivative Liabilities

 

 91,820 

 

 88,459 

Other Current Liabilities

 

 110,631 

 

 

 153,420 

Total Current Liabilities

 

 935,972 

 

 

 1,074,190 

 

 

 

 

 

 

Deferred Credits and Other Liabilities:

 

 

 

 

Accumulated Deferred Income Taxes

 

 1,820,865 

 

 1,642,805 

Regulatory Liabilities

 

 74,830 

 

 81,298 

Derivative Liabilities

 

 336,189 

 

 406,199 

Accrued Pension, SERP and PBOP

 

 271,056 

 

 273,854 

Other Long-Term Liabilities

 

 133,446 

 

 

 148,844 

Total Deferred Credits and Other Liabilities

 

 2,636,386 

 

 

 2,553,000 

 

 

 

 

 

 

Capitalization:

 

 

 

 

Long-Term Debt

 

 2,763,682 

 

 

 2,664,243 

 

 

 

 

 

 

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

 

 1,910,663 

 

 1,804,869 

 

Retained Earnings

 

 1,170,278 

 

 1,072,477 

 

Accumulated Other Comprehensive Loss

 

 (576)

 

 

 (931)

Common Stockholder's Equity

 

 3,140,717 

 

 

 2,936,767 

Total Capitalization

 

 6,020,599 

 

 

 5,717,210 

 

 

 

 

 

 

Commitments and Contingencies (Note 11)

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Capitalization

$

 9,592,957 

 

$

 9,344,400 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

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

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



























































































8070




THE CONNECTICUT LIGHT AND POWER COMPANY

BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31,

(Thousands of Dollars)

2013 

 

2012 

 

 

 

 

 

 

 

 

LIABILITIES AND CAPITALIZATION

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Notes Payable to Affiliated Companies

$

 287,300 

 

$

 99,296 

 

Long-Term Debt - Current Portion

 

 150,000 

 

 

 125,000 

 

Accounts Payable

 

 201,047 

 

 

 262,857 

 

Accounts Payable to Affiliated Companies

 

 56,531 

 

 

 52,326 

 

Obligations to Third Party Suppliers

 

 73,914 

 

 

 67,344 

 

Accrued Taxes

 

 37,186 

 

 

 60,109 

 

Regulatory Liabilities

 

 93,961 

 

 

 32,119 

 

Derivative Liabilities

 

 92,233 

 

 

 96,931 

 

Other Current Liabilities

 

 97,530 

 

 

 125,662 

Total Current Liabilities

 

 1,089,702 

 

 

 921,644 

 

 

 

 

 

 

 

 

Deferred Credits and Other Liabilities:

 

 

 

 

 

 

Accumulated Deferred Income Taxes

 

 1,510,586 

 

 

 1,336,105 

 

Regulatory Liabilities

 

 93,757 

 

 

 124,319 

 

Derivative Liabilities

 

 617,072 

 

 

 865,571 

 

Accrued Pension, SERP and PBOP

 

 95,895 

 

 

 304,696 

 

Other Long-Term Liabilities

 

 163,588 

 

 

 197,434 

Total Deferred Credits and Other Liabilities

 

 2,480,898 

 

 

 2,828,125 

 

 

 

 

 

 

 

 

Capitalization:

 

 

 

 

 

 

Long-Term Debt

 

 2,591,208 

 

 

 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

 

 1,682,047 

 

 

 1,640,149 

 

 

Retained Earnings

 

 961,482 

 

 

 839,628 

 

 

Accumulated Other Comprehensive Loss

 

 (1,387)

 

 

 (1,800)

 

Common Stockholder's Equity

 

 2,702,494 

 

 

 2,538,329 

Total Capitalization

 

 5,409,902 

 

 

 5,392,319 

 

 

 

 

 

 

 

 

Commitments and Contingencies (Note 12)

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Capitalization

$

 8,980,502 

 

$

 9,142,088 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

THE CONNECTICUT LIGHT AND POWER COMPANY

STATEMENTS OF INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

(Thousands of Dollars)

2015 

 

2014 

 

2013 

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

$

 2,802,675 

 

$

 2,692,582 

 

$

 2,442,341 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Purchased Power and Transmission

 

 1,054,313 

 

 

 982,876 

 

 

 872,769 

 

Operations and Maintenance

 

 487,281 

 

 

 494,578 

 

 

 523,247 

 

Depreciation

 

 215,289 

 

 

 188,837 

 

 

 177,603 

 

Amortization of Regulatory Assets, Net

 

 12,318 

 

 

 59,336 

 

 

 4,870 

 

Energy Efficiency Programs

 

 153,725 

 

 

 156,335 

 

 

 89,858 

 

Taxes Other Than Income Taxes

 

 268,688 

 

 

 255,370 

 

 

 234,418 

 

 

Total Operating Expenses

 

 2,191,614 

 

 

 2,137,332 

 

 

 1,902,765 

Operating Income

 

 611,061 

 

 

 555,250 

 

 

 539,576 

Interest Expense

 

 145,795 

 

 

 147,421 

 

 

 133,650 

Other Income, Net

 

 11,490 

 

 

 13,376 

 

 

 15,149 

Income Before Income Tax Expense

 

 476,756 

 

 

 421,205 

 

 

 421,075 

Income Tax Expense

 

 177,396 

 

 

 133,451 

 

 

 141,663 

Net Income

$

 299,360 

 

$

 287,754 

 

$

 279,412 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STATEMENTS OF COMPREHENSIVE INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

$

 299,360 

 

$

 287,754 

 

$

 279,412 

Other Comprehensive Income, Net of Tax:

 

 

 

 

 

 

 

 

 

Qualified Cash Flow Hedging Instruments

 

 444 

 

 

 444 

 

 

 444 

 

Changes in Unrealized (Losses)/Gains on Marketable Securities

 

 (89)

 

 

 12 

 

 

(31)

Other Comprehensive Income, Net of Tax

 

 355 

 

 

 456 

 

 

 413 

Comprehensive Income

$

 299,715 

 

$

 288,210 

 

$

 279,825 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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



























































































8171




THE CONNECTICUT LIGHT AND POWER COMPANY

STATEMENTS OF INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

(Thousands of Dollars)

2013 

 

2012 

 

2011 

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

$

 2,442,341 

 

$

 2,407,449 

 

$

 2,548,387 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Purchased Power and Transmission

 

 872,769 

 

 

 858,231 

 

 

 982,514 

 

Operations and Maintenance

 

 523,247 

 

 

 635,733 

 

 

 580,736 

 

Depreciation

 

 177,603 

 

 

 166,853 

 

 

 157,747 

 

Amortization of Regulatory Assets, Net

 

 4,870 

 

 

 14,372 

 

 

 61,025 

 

Energy Efficiency Programs

 

 89,858 

 

 

 89,299 

 

 

 90,297 

 

Taxes Other Than Income Taxes

 

 234,418 

 

 

 215,972 

 

 

 212,885 

 

 

Total Operating Expenses

 

 1,902,765 

 

 

 1,980,460 

 

 

 2,085,204 

Operating Income

 

 539,576 

 

 

 426,989 

 

 

 463,183 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense:

 

 

 

 

 

 

 

 

 

Interest on Long-Term Debt

 

 130,620 

 

 

 124,894 

 

 

 131,918 

 

Other Interest

 

 3,030 

 

 

 8,233 

 

 

 809 

 

 

Interest Expense

 

 133,650 

 

 

 133,127 

 

 

 132,727 

Other Income, Net

 

 15,149 

 

 

 10,300 

 

 

 9,741 

Income Before Income Tax Expense

 

 421,075 

 

 

 304,162 

 

 

 340,197 

Income Tax Expense

 

 141,663 

 

 

 94,437 

 

 

 90,033 

Net Income

$

 279,412 

 

$

 209,725 

 

$

 250,164 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STATEMENTS OF COMPREHENSIVE INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

$

 279,412 

 

$

 209,725 

 

$

 250,164 

Other Comprehensive Income, Net of Tax:

 

 

 

 

 

 

 

 

 

Qualified Cash Flow Hedging Instruments

 

 444 

 

 

 444 

 

 

 445 

 

Changes in Unrealized Gains/(Losses) on Other

 

 

 

 

 

 

 

 

 

 

Securities

 

 (31)

 

 

 7 

 

 

17 

Other Comprehensive Income, Net of Tax

 

 413 

 

 

 451 

 

 

 462 

Comprehensive Income

$

 279,825 

 

$

 210,176 

 

$

 250,626 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

THE CONNECTICUT LIGHT AND POWER COMPANY

STATEMENTS OF COMMON STOCKHOLDER'S EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

Total

 

 

 

 

 

 

 

 

 

Capital

 

 

 

 

 

Other

 

 

Common

 

 

 

Common Stock

 

 

Surplus,

 

 

Retained

 

 

Comprehensive

 

 

Stockholder's

(Thousands of Dollars, Except Stock Information)

Stock

 

 

Amount

 

 

Paid In

 

 

Earnings

 

 

Income/(Loss)

 

 

Equity

Balance as of January 1, 2013

6,035,205 

 

$

 60,352 

 

$

 1,640,149 

 

$

 839,628 

 

$

 (1,800)

 

$

 2,538,329 

 

Net Income

 

 

 

 

 

 

 

 

 

 279,412 

 

 

 

 

 

 279,412 

 

Dividends on Preferred Stock

 

 

 

 

 

 

 

 

 

 (5,559)

 

 

 

 

 

 (5,559)

 

Dividends on Common Stock

 

 

 

 

 

 

 

 

 

 (151,999)

 

 

 

 

 

 (151,999)

 

Allocation of Benefits - ESOP

 

 

 

 

 

 

 1,847 

 

 

 

 

 

 

 

 

 1,847 

 

Capital Stock Expenses, Net

 

 

 

 

 

 

 51 

 

 

 

 

 

 

 

 

 51 

 

Capital Contributions from Eversource Parent

 

 

 

 

 

 

 40,000 

 

 

 

 

 

 

 

 

 40,000 

 

Other Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 413 

 

 

 413 

Balance as of December 31, 2013

6,035,205 

 

 

 60,352 

 

 

 1,682,047 

 

 

 961,482 

 

 

 (1,387)

 

 

 2,702,494 

 

Net Income

 

 

 

 

 

 

 

 

 

 287,754 

 

 

 

 

 

 287,754 

 

Dividends on Preferred Stock

 

 

 

 

 

 

 

 

 

 (5,559)

 

 

 

 

 

 (5,559)

 

Dividends on Common Stock

 

 

 

 

 

 

 

 

 

 (171,200)

 

 

 

 

 

 (171,200)

 

Allocation of Benefits - ESOP

 

 

 

 

 

 

 2,771 

 

 

 

 

 

 

 

 

 2,771 

 

Capital Stock Expenses, Net

 

 

 

 

 

 

 51 

 

 

 

 

 

 

 

 

 51 

 

Capital Contributions from Eversource Parent

 

 

 

 

 

 

 120,000 

 

 

 

 

 

 

 

 

 120,000 

 

Other Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 456 

 

 

 456 

Balance as of December 31, 2014

6,035,205 

 

 

 60,352 

 

 

 1,804,869 

 

 

 1,072,477 

 

 

 (931)

 

 

 2,936,767 

 

Net Income

 

 

 

 

 

 

 

 

 

 299,360 

 

 

 

 

 

 299,360 

 

Dividends on Preferred Stock

 

 

 

 

 

 

 

 

 

 (5,559)

 

 

 

 

 

 (5,559)

 

Dividends on Common Stock

 

 

 

 

 

 

 

 

 

 (196,000)

 

 

 

 

 

 (196,000)

 

Allocation of Benefits - ESOP

 

 

 

 

 

 

 743 

 

 

 

 

 

 

 

 

 743 

 

Capital Stock Expenses, Net

 

 

 

 

 

 

 51 

 

 

 

 

 

 

 

 

 51 

 

Capital Contributions from Eversource Parent

 

 

 

 

 

 

 105,000 

 

 

 

 

 

 

 

 

 105,000 

 

Other Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 355 

 

 

 355 

Balance as of December 31, 2015

6,035,205 

 

$

 60,352 

 

$

 1,910,663 

 

$

 1,170,278 

 

$

 (576)

 

$

 3,140,717 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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



























































































8272




THE CONNECTICUT LIGHT AND POWER COMPANY

STATEMENTS OF COMMON STOCKHOLDER'S EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

Total

 

 

 

 

 

Capital

 

Other

Common

 

 

 

Common Stock

Surplus,

Retained

Comprehensive

Stockholder's

(Thousands of Dollars, Except Stock Information)

Stock

Amount

Paid In

Earnings

Income/(Loss)

Equity

Balance as of January 1, 2011

6,035,205 

$ 60,352 

$ 1,605,275 

$ 734,561 

$ (2,713)

$ 2,397,475 

 

Net Income

 

 

 

250,164 

 

250,164 

 

Dividends on Preferred Stock

 

 

 

(5,559)

 

(5,559)

 

Dividends on Common Stock

 

 

 

(243,218)

 

(243,218)

 

Allocation of Benefits - ESOP

 

 

1,429 

 

 

1,429 

 

Capital Stock Expenses, Net

 

 

51 

 

 

51 

 

Capital Contributions from NU Parent

 

 

6,748 

 

 

6,748 

 

Other Comprehensive Income

 

 

 

 

462 

462 

Balance as of December 31, 2011

6,035,205 

60,352 

1,613,503 

735,948 

(2,251)

2,407,552 

 

Net Income

 

 

 

209,725 

 

209,725 

 

Dividends on Preferred Stock

 

 

 

(5,559)

 

(5,559)

 

Dividends on Common Stock

 

 

 

(100,486)

 

(100,486)

 

Allocation of Benefits - ESOP

 

 

1,595 

 

 

1,595 

 

Capital Stock Expenses, Net

 

 

51 

 

 

51 

 

Capital Contributions from NU Parent

 

 

25,000 

 

 

25,000 

 

Other Comprehensive Income

 

 

 

 

451 

451 

Balance as of December 31, 2012

6,035,205 

60,352 

1,640,149 

839,628 

(1,800)

2,538,329 

 

Net Income

 

 

 

279,412 

 

279,412 

 

Dividends on Preferred Stock

 

 

 

(5,559)

 

(5,559)

 

Dividends on Common Stock

 

 

 

(151,999)

 

(151,999)

 

Allocation of Benefits - ESOP

 

 

1,847 

 

 

1,847 

 

Capital Stock Expenses, Net

 

 

51 

 

 

51 

 

Capital Contributions from NU Parent

 

 

40,000 

 

 

40,000 

 

Other Comprehensive Income

 

 

 

 

413 

413 

Balance as of December 31, 2013

6,035,205 

$ 60,352 

$ 1,682,047 

$ 961,482 

$ (1,387)

$ 2,702,494 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

THE CONNECTICUT LIGHT AND POWER COMPANY

STATEMENTS OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

(Thousands of Dollars)

2015 

 

2014 

 

2013 

 

 

 

 

 

 

 

 

 

 

 

Operating Activities:

 

 

 

 

 

 

 

 

 

Net Income

$

 299,360 

 

$

 287,754 

 

$

 279,412 

 

Adjustments to Reconcile Net Income to Net Cash Flows

 

 

 

 

 

 

 

 

 

 

Provided by Operating Activities:

 

 

 

 

 

 

 

 

 

 

 Depreciation

 

 215,289 

 

 

 188,837 

 

 

 177,603 

 

 

 Deferred Income Taxes

 

 135,994 

 

 

 130,949 

 

 

 130,038 

 

 

 Pension, SERP and PBOP Expense, Net of PBOP Contributions

 

 14,091 

 

 

 14,992 

 

 

 24,416 

 

 

 Regulatory (Under)/Over Recoveries, Net

 

 (53,781)

 

 

 (20,502)

 

 

 28,298 

 

 

 Amortization of Regulatory Assets, Net

 

 12,318 

 

 

 59,336 

 

 

 4,870 

 

 

 (Payments)/Refunds Related to Spent Nuclear Fuel, Net

 

 (242,231)

 

 

 68,610 

 

 

 - 

 

 

 Other

 

 (36,385)

 

 

 (1,342)

 

 

 (3,478)

 

Changes in Current Assets and Liabilities:

 

 

 

 

 

 

 

 

 

 

 Receivables and Unbilled Revenues, Net

 

 (29,195)

 

 

 (78,631)

 

 

 (56,593)

 

 

 Materials and Supplies

 

 22,810 

 

 

 13,063 

 

 

 9,997 

 

 

 Taxes Receivable/Accrued, Net

 

 (13,517)

 

 

 (126,376)

 

 

 (41,594)

 

 

 Accounts Payable

 

 (16,910)

 

 

 68,891 

 

 

 (66,225)

 

 

 Other Current Assets and Liabilities, Net

 

 (9,514)

 

 

 6,838 

 

 

 8,513 

Net Cash Flows Provided by Operating Activities

 

 298,329 

 

 

 612,419 

 

 

 495,257 

 

 

 

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

 

 

 

Investments in Property, Plant and Equipment

 

 (523,849)

 

 

 (515,710)

 

 

 (434,934)

 

Other Investing Activities

 

 (716)

 

 

 12,653 

 

 

 2,650 

Net Cash Flows Used in Investing Activities

 

 (524,565)

 

 

 (503,057)

 

 

 (432,284)

 

 

 

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

 

 

 

Cash Dividends on Common Stock

 

 (196,000)

 

 

 (171,200)

 

 

 (151,999)

 

Cash Dividends on Preferred Stock

 

 (5,559)

 

 

 (5,559)

 

 

 (5,559)

 

Decrease in Short-Term Debt

 

 - 

 

 

 - 

 

 

 (89,000)

 

Increase/(Decrease) in Notes Payable to Eversource Parent

 

 144,000 

 

 

 (153,900)

 

 

 (117,800)

 

Issuance of Long-Term Debt

 

 350,000 

 

 

 250,000 

 

 

 400,000 

 

Retirements of Long-Term Debt

 

 (162,000)

 

 

 (150,000)

 

 

 (125,000)

 

Capital Contributions from Eversource Parent

 

 105,000 

 

 

 120,000 

 

 

 40,000 

 

Other Financing Activities

 

 (10,504)

 

 

 (3,584)

 

 

 (6,379)

Net Cash Flows Provided by/(Used in) Financing Activities

 

 224,937 

 

 

 (114,243)

 

 

 (55,737)

Net (Decrease)/Increase in Cash

 

 (1,299)

 

 

 (4,881)

 

 

 7,236 

Cash - Beginning of Year

 

 2,356 

 

 

 7,237 

 

 

 1 

Cash - End of Year

$

 1,057 

 

$

 2,356 

 

$

 7,237 

 

 

 

 

 

 

 

 

 

 

 

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




83




THE CONNECTICUT LIGHT AND POWER COMPANY

STATEMENTS OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

(Thousands of Dollars)

2013 

 

2012 

 

2011 

 

 

 

 

 

 

 

 

 

 

 

Operating Activities:

 

 

 

 

 

 

 

 

 

Net Income

$

 279,412 

 

$

 209,725 

 

$

 250,164 

 

Adjustments to Reconcile Net Income to Net Cash Flows

 

 

 

 

 

 

 

 

 

 

Provided by Operating Activities:

 

 

 

 

 

 

 

 

 

 

 Depreciation

 

 177,603 

 

 

 166,853 

 

 

 157,747 

 

 

 Deferred Income Taxes

 

 130,038 

 

 

 140,993 

 

 

 112,620 

 

 

 Pension, SERP and PBOP Expense, Net of PBOP Contributions

 

 24,416 

 

 

 24,062 

 

 

 10,664 

 

 

 Regulatory Over/(Under) Recoveries, Net

 

 28,298 

 

 

 (100,505)

 

 

 (82,502)

 

 

 Amortization of Regulatory Assets, Net

 

 4,870 

 

 

 14,372 

 

 

 61,025 

 

 

 Other

 

 (3,478)

 

 

 (28,952)

 

 

 (33,713)

 

Changes in Current Assets and Liabilities:

 

 

 

 

 

 

 

 

 

 

 Receivables and Unbilled Revenues, Net

 

 (56,593)

 

 

 (7,741)

 

 

 14,610 

 

 

 Materials and Supplies

 

 9,997 

 

 

 (4,573)

 

 

 (2,206)

 

 

 Taxes Receivable/Accrued, Net

 

 (41,594)

 

 

 15,702 

 

 

 2,719 

 

 

 Accounts Payable

 

 (66,225)

 

 

 (190,240)

 

 

 8,864 

 

 

 Other Current Assets and Liabilities, Net

 

 8,513 

 

 

 (27,803)

 

 

 13,291 

Net Cash Flows Provided by Operating Activities

 

 495,257 

 

 

 211,893 

 

 

 513,283 

 

 

 

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

 

 

 

Investments in Property, Plant and Equipment

 

 (434,934)

 

 

 (449,137)

 

 

 (424,865)

 

Proceeds from Sale of Assets

 

 - 

 

 

 - 

 

 

 46,841 

 

Other Investing Activities

 

 2,650 

 

 

 32,009 

 

 

 16,001 

Net Cash Flows Used in Investing Activities

 

 (432,284)

 

 

 (417,128)

 

 

 (362,023)

 

 

 

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

 

 

 

Cash Dividends on Common Stock

 

 (151,999)

 

 

 (100,486)

 

 

 (243,218)

 

Cash Dividends on Preferred Stock

 

 (5,559)

 

 

 (5,559)

 

 

 (5,559)

 

(Decrease)/Increase in Short-Term Debt

 

 (89,000)

 

 

 58,000 

 

 

 31,000 

 

(Decrease)/Increase in Notes Payable to Affiliate

 

 (117,800)

 

 

 346,575 

 

 

 52,300 

 

Issuance of Long-Term Debt

 

 400,000 

 

 

 - 

 

 

 245,500 

 

Retirements of Long-Term Debt

 

 (125,000)

 

 

 (116,400)

 

 

 (245,500)

 

Capital Contributions from NU Parent

 

 40,000 

 

 

 25,000 

 

 

 6,748 

 

Other Financing Activities

 

 (6,379)

 

 

 (1,895)

 

 

 (2,292)

Net Cash Flows (Used in)/Provided by Financing Activities

 

 (55,737)

 

 

 205,235 

 

 

 (161,021)

Net Increase/(Decrease) in Cash

 

 7,236 

 

 

 - 

 

 

 (9,761)

Cash - Beginning of Year

 

 1 

 

 

 1 

 

 

 9,762 

Cash - End of Year

$

 7,237 

 

$

 1 

 

$

 1 

 

 

 

 

 

 

 

 

 

 

 

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



8473



Company Report on Internal Controls Over Financial Reporting


NSTAR Electric Company


Management is responsible for the preparation, integrity, and fair presentation of the accompanying consolidated financial statements of NSTAR Electric Company and subsidiary (NSTAR Electric or the Company) and of other sections of this annual report.  


Management is responsible for establishing and maintaining adequate internal controls over financial reporting.  The Company’sCompany's internal control framework and processes have been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted accounting principles.in the United States of America.  There are inherent limitations of internal controls over financial reporting that could allow material misstatements due to error or fraud to occur and not be prevented or detected on a timely basis by employees during the normal course of business.  Additionally, internal controls over financial reporting may become inadequate in the future due to changes in the business environment.  


Under the supervision and with the participation of the principal executive officer and principal financial officer, NSTAR Electric conducted an evaluation of the effectiveness of internal controls over financial reporting based on criteria established inInternal Control – Integrated Framework (2013)(1992 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Based on this evaluation under the framework in COSO, management concluded that internal controls over financial reporting were effective as of December 31, 2013.2015.


February 25, 201426, 2016



























































































8574




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholder of NSTAR Electric Company:


We have audited the accompanying consolidated balance sheets of NSTAR Electric Company and subsidiary (the "Company") as of December 31, 20132015 and 20122014 and the related consolidated statements of income, comprehensive income, common stockholder’sstockholder's equity, and cash flows for each of the twothree years in the period ended December 31, 2013.2015.  Our audits also included the financial statement schedule listed in the Index at Item 15 of Part IV.  These financial statements and financial statement schedule are the responsibility of the Company's management.  Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.  The consolidated financial statements and financial statement schedule of the Company for the year ended December 31, 2011 were audited by other auditors whose report, dated February 7, 2012, expressed an unqualified opinion on those statements and included an explanatory paragraph relating to the merger agreement signed with Northeast Utilities.


We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.


In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of NSTAR Electric Company and subsidiary as of December 31, 20132015 and 2012,2014, and the results of their operations and their cash flows for each of the twothree years in the period ended December 31, 2013,2015, in conformity with accounting principles generally accepted in the United States of America.  Also, in our opinion, such 2013 and 2012 financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.





/s/ Deloitte & Touche LLP


Hartford, Connecticut

February 25, 201426, 2016



























































































86



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Directors and Shareholder of NSTAR Electric Company:


In our opinion, the consolidated statements of income, common stockholder's equity, and cash flows present fairly, in all material respects, the results of operations and cash flows of NSTAR Electric Company and its subsidiaries for the year ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.  In addition, in our opinion, the financial statement schedule for the year ended December 31, 2011 listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.  These financial statements and financial statement schedule are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audit.  We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.


/s/ PricewaterhouseCoopers LLP


Boston, Massachusetts

February 7, 2012



8775




NSTAR ELECTRIC COMPANY AND SUBSIDIARY

NSTAR ELECTRIC COMPANY AND SUBSIDIARY

NSTAR ELECTRIC COMPANY AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31,

 

 

As of December 31,

(Thousands of Dollars)

(Thousands of Dollars)

2013 

 

2012 

(Thousands of Dollars)

2015 

 

2014 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

ASSETS

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

Current Assets:

 

 

 

 

Current Assets:

 

 

 

 

Cash and Cash Equivalents

$

 8,021 

 

$

 13,695 

Cash and Cash Equivalents

$

 3,346 

 

$

 12,773 

Receivables, Net

 

 209,711 

 

 202,025 

Receivables, Net

 

 229,936 

 

 234,481 

Accounts Receivable from Affiliated Companies

 

 27,264 

 

 160,176 

Accounts Receivable from Affiliated Companies

 

 4,034 

 

 40,353 

Unbilled Revenues

 

 41,368 

 

 41,377 

Unbilled Revenues

 

 29,464 

 

 29,741 

Materials and Supplies

 

 44,236 

 

 26,754 

Taxes Receivable

 

 70,236 

 

 144,601 

Regulatory Assets

 

 204,144 

 

 347,081 

Materials and Supplies

 

 75,487 

 

 74,179 

Prepayments and Other Current Assets

 

 36,710 

 

 

 1,332 

Regulatory Assets

 

 348,408 

 

 198,710 

Prepayments and Other Current Assets

 

 11,448 

 

 

 10,815 

Total Current Assets

Total Current Assets

 

 571,454 

 

 

 792,440 

Total Current Assets

 

 772,359 

 

 

 745,653 

 

 

 

 

 

 

 

 

 

 

 

Property, Plant and Equipment, Net

Property, Plant and Equipment, Net

 

 5,043,887 

 

 

 4,735,297 

Property, Plant and Equipment, Net

 

 5,655,458 

 

 

 5,335,436 

 

 

 

 

 

 

 

 

 

 

 

Deferred Debits and Other Assets:

Deferred Debits and Other Assets:

 

 

 

 

Deferred Debits and Other Assets:

 

 

 

 

Regulatory Assets

 

 1,235,156 

 

 1,444,870 

Regulatory Assets

 

 1,112,977 

 

 1,179,100 

Other Long-Term Assets

 

 60,624 

 

 

 87,382 

Other Long-Term Assets

 

 62,467 

 

 

 61,880 

Total Deferred Debits and Other Assets

Total Deferred Debits and Other Assets

 

 1,295,780 

 

 

 1,532,252 

Total Deferred Debits and Other Assets

 

 1,175,444 

 

 

 1,240,980 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

$

 7,603,261 

 

$

 7,322,069 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND CAPITALIZATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

$

 6,911,121 

 

$

 7,059,989 

Current Liabilities:

 

 

 

 

 

 

 

 

 

Notes Payable

$

 62,500 

 

$

302,000 

 

 

 

 

 

Long-Term Debt - Current Portion

 

 200,000 

 

4,700 

 

 

 

 

 

Accounts Payable

 

 228,250 

 

217,311 

 

 

 

 

 

Accounts Payable to Affiliated Companies

 

 38,648 

 

63,517 

Obligations to Third Party Suppliers

 

 56,718 

 

 34,824 

Renewable Portfolio Standards Compliance Obligations

 

 104,847 

 

 60,750 

Accumulated Deferred Income Taxes

 

 - 

 

 55,136 

Regulatory Liabilities

 

 3,281 

 

 49,611 

Other Current Liabilities

 

 72,007 

 

 

 90,939 

Total Current Liabilities

 

 766,251 

 

 

 878,788 

 

 

 

 

 

 

Deferred Credits and Other Liabilities:

 

 

 

 

Accumulated Deferred Income Taxes

 

 1,760,339 

 

 1,527,667 

Regulatory Liabilities

 

 264,352 

 

 262,738 

Accrued Pension, SERP and PBOP

 

 209,153 

 

 235,529 

Other Long-Term Liabilities

 

 120,939 

 

 

 129,279 

Total Deferred Credits and Other Liabilities

 

 2,354,783 

 

 

 2,155,213 

 

 

 

 

 

 

Capitalization:

 

 

 

 

Long-Term Debt

 

 1,829,766 

 

 

 1,781,541 

 

 

 

 

 

 

Preferred Stock Not Subject to Mandatory Redemption

 

 43,000 

 

 

 43,000 

 

 

 

 

 

 

Common Stockholder's Equity:

 

 

 

 

 

Common Stock

 

 - 

 

 - 

 

Capital Surplus, Paid In

 

 995,378 

 

 994,130 

 

Retained Earnings

 

 1,613,538 

 

 1,468,955 

 

Accumulated Other Comprehensive Income

 

 545 

 

 

 442 

Common Stockholder's Equity

 

 2,609,461 

 

 

 2,463,527 

Total Capitalization

 

 4,482,227 

 

 

 4,288,068 

 

 

 

 

 

 

Commitments and Contingencies (Note 11)

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Capitalization

$

 7,603,261 

 

$

 7,322,069 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

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

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



























































































8876




NSTAR ELECTRIC COMPANY AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31,

(Thousands of Dollars)

2013 

 

2012 

 

 

 

 

 

 

 

 

LIABILITIES AND CAPITALIZATION

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Notes Payable

$

 103,500 

 

$

276,000 

 

Long-Term Debt - Current Portion

 

 301,650 

 

 

 1,650 

 

Accounts Payable

 

 207,559 

 

 

 168,611 

 

Accounts Payable to Affiliated Companies

 

 75,707 

 

 

 247,061 

 

Accumulated Deferred Income Taxes

 

 50,128 

 

 

 104,668 

 

Regulatory Liabilities

 

 53,958 

 

 

 47,539 

 

Other Current Liabilities

 

 118,410 

 

 

 144,433 

Total Current Liabilities

 

 910,912 

 

 

 989,962 

 

 

 

 

 

 

 

 

Rate Reduction Bonds

 

 - 

 

 

 43,493 

 

 

 

 

 

 

 

 

Deferred Credits and Other Liabilities:

 

 

 

 

 

 

Accumulated Deferred Income Taxes

 

 1,466,835 

 

 

 1,321,026 

 

Regulatory Liabilities

 

 253,108 

 

 

 244,224 

 

Accrued Pension

 

 118,010 

 

 

 360,932 

 

Payable to Affiliated Companies

 

 64,172 

 

 

 70,221 

 

Other Long-Term Liabilities

 

 142,214 

 

 

 183,190 

Total Deferred Credits and Other Liabilities

 

 2,044,339 

 

 

 2,179,593 

 

 

 

 

 

 

 

 

Capitalization:

 

 

 

 

 

 

Long-Term Debt

 

 1,499,417 

 

 

 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

 

 1,420,828 

 

 

 1,210,405 

 

Common Stockholder's Equity

 

 2,413,453 

 

 

 2,203,030 

Total Capitalization

 

 3,955,870 

 

 

 3,846,941 

 

 

 

 

 

 

 

 

Commitments and Contingencies (Note 12)

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Capitalization

$

 6,911,121 

 

$

 7,059,989 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

NSTAR ELECTRIC COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

(Thousands of Dollars)

2015 

 

2014 

 

2013 

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

$

 2,681,342 

 

$

 2,536,677 

 

$

 2,493,479 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Purchased Power and Transmission

 

 1,190,191 

 

 

 1,122,298 

 

 

 849,149 

 

Operations and Maintenance

 

 306,528 

 

 

 326,972 

 

 

 376,360 

 

Depreciation

 

 196,770 

 

 

 188,693 

 

 

 180,298 

 

Amortization of Regulatory (Liabilities)/Assets, Net

 

 (12,989)

 

 

 (6,330)

 

 

 230,148 

 

Amortization of Rate Reduction Bonds

 

 - 

 

 

 - 

 

 

 15,054 

 

Energy Efficiency Programs

 

 224,755 

 

 

 193,516 

 

 

 206,536 

 

Taxes Other Than Income Taxes

 

 133,260 

 

 

 133,072 

 

 

 127,778 

 

 

Total Operating Expenses

 

 2,038,515 

 

 

 1,958,221 

 

 

 1,985,323 

Operating Income

 

 642,827 

 

 

 578,456 

 

 

 508,156 

Interest Expense

 

 75,347 

 

 

 77,878 

 

 

 70,383 

Other Income, Net

 

 5,106 

 

 

 4,491 

 

 

 3,639 

Income Before Income Tax Expense

 

 572,586 

 

 

 505,069 

 

 

 441,412 

Income Tax Expense

 

 228,044 

 

 

 201,981 

 

 

 172,866 

Net Income

$

 344,542 

 

$

 303,088 

 

$

 268,546 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

 

 

 

 

 

 

 

 

 

 

Net Income

$

 344,542 

 

$

 303,088 

 

$

 268,546 

Other Comprehensive Income, Net of Tax:

 

 

 

 

 

 

 

 

 

 

Changes in Funded Status of SERP Benefit Plan

 

 103 

 

 

 442 

 

 

 - 

Other Comprehensive Income, Net of Tax

 

 103 

 

 

 442 

 

 

 - 

Comprehensive Income

$

 344,645 

 

$

 303,530 

 

$

 268,546 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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



























































































8977




NSTAR ELECTRIC COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

(Thousands of Dollars)

2013 

 

2012 

 

2011 

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

$

 2,493,479 

 

$

 2,300,997 

 

$

 2,403,053 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Purchased Power and Transmission

 

 849,149 

 

 

 788,252 

 

 

 905,226 

 

Operations and Maintenance

 

 376,360 

 

 

 431,802 

 

 

 387,533 

 

Depreciation

 

 180,298 

 

 

 171,070 

 

 

 163,368 

 

Amortization of Regulatory Assets, Net

 

 230,148 

 

 

 117,682 

 

 

 82,979 

 

Amortization of Rate Reduction Bonds

 

 15,054 

 

 

 90,322 

 

 

 90,322 

 

Energy Efficiency Programs

 

 206,536 

 

 

 201,234 

 

 

 175,747 

 

Taxes Other Than Income Taxes

 

 127,778 

 

 

 119,219 

 

 

 111,705 

 

 

Total Operating Expenses

 

 1,985,323 

 

 

 1,919,581 

 

 

 1,916,880 

Operating Income

 

 508,156 

 

 

 381,416 

 

 

 486,173 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense:

 

 

 

 

 

 

 

 

 

Interest on Long-Term Debt

 

 79,088 

 

 

 87,100 

 

 

 90,040 

 

Interest on Rate Reduction Bonds

 

 399 

 

 

 3,585 

 

 

 7,226 

 

Other Interest

 

 (9,104)

 

 

 (20,631)

 

 

 (27,839)

 

 

Interest Expense

 

 70,383 

 

 

 70,054 

 

 

 69,427 

Other Income, Net

 

 3,639 

 

 

 2,846 

 

 

 1,434 

Income Before Income Tax Expense

 

 441,412 

 

 

 314,208 

 

 

 418,180 

Income Tax Expense

 

 172,866 

 

 

 123,966 

 

 

 165,686 

Net Income

$

 268,546 

 

$

 190,242 

 

$

 252,494 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

NSTAR ELECTRIC COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDER'S EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

Total

 

 

 

 

 

 

 

 

 

Capital

 

 

 

 

 

Other

 

 

Common

 

 

 

Common Stock

 

 

Surplus,

 

 

Retained

 

 

Comprehensive

 

 

Stockholder's

(Thousands of Dollars, Except Stock Information)

Stock

 

 

Amount

 

 

Paid In

 

 

Earnings

 

 

Income

 

 

Equity

Balance as of January 1, 2013

100 

 

$

 -   

 

$

 992,625 

 

$

 1,210,405 

 

$

 -   

 

$

 2,203,030 

 

Net Income

 

 

 

 

 

 

 

 

 

 268,546 

 

 

 

 

 

 268,546 

 

Dividends on Preferred Stock

 

 

 

 

 

 

 

 

 

 (2,123)

 

 

 

 

 

 (2,123)

 

Dividends on Common Stock

 

 

 

 

 

 

 

 

 

 (56,000)

 

 

 

 

 

 (56,000)

Balance as of December 31, 2013

100 

 

 

 -   

 

 

 992,625 

 

 

 1,420,828 

 

 

 -   

 

 

 2,413,453 

 

Net Income

 

 

 

 

 

 

 

 

 

 303,088 

 

 

 

 

 

 303,088 

 

Dividends on Preferred Stock

 

 

 

 

 

 

 

 

 

 (1,961)

 

 

 

 

 

 (1,961)

 

Dividends on Common Stock

 

 

 

 

 

 

 

 

 

 (253,000)

 

 

 

 

 

 (253,000)

 

Other Changes in Stockholder's Equity

 

 

 

 

 

 

 1,505 

 

 

 

 

 

 

 

 

 1,505 

 

Accumulated Other Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 442 

 

 

 442 

Balance as of December 31, 2014

100 

 

 

 -   

 

 

 994,130 

 

 

 1,468,955 

 

 

 442 

 

 

 2,463,527 

 

Net Income

 

 

 

 

 

 

 

 

 

 344,542 

 

 

 

 

 

 344,542 

 

Dividends on Preferred Stock

 

 

 

 

 

 

 

 

 

 (1,960)

 

 

 

 

 

 (1,960)

 

Dividends on Common Stock

 

 

 

 

 

 

 

 

 

 (197,999)

 

 

 

 

 

 (197,999)

 

Other Changes in Stockholder's Equity

 

 

 

 

 

 

 1,248 

 

 

 

 

 

 

 

 

 1,248 

 

Accumulated Other Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 103 

 

 

 103 

Balance as of December 31, 2015

100 

 

$

 -   

 

$

 995,378 

 

$

 1,613,538 

 

$

 545 

 

$

 2,609,461 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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



























































































9078




NSTAR ELECTRIC COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDER'S EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

Capital

 

Common

 

 

 

Common Stock

Surplus,

Retained

Stockholder's

(Thousands of Dollars, Except Stock Information)

Stock

Amount

Paid In

Earnings

Equity

Balance as of January 1, 2011

100 

$ - 

$ 992,625 

$ 1,158,489 

$ 2,151,114 

 

Net Income

 

 

 

252,494 

252,494 

 

Dividends on Preferred Stock

 

 

 

(1,960)

(1,960)

 

Dividends on Common Stock

 

 

 

(169,900)

(169,900)

Balance as of December 31, 2011

100 

992,625 

1,239,123 

2,231,748 

 

Net Income

 

 

 

190,242 

190,242 

 

Dividends on Preferred Stock

 

 

 

(1,960)

(1,960)

 

Dividends on Common Stock

 

 

 

(217,000)

(217,000)

Balance as of December 31, 2012

100 

992,625 

1,210,405 

2,203,030 

 

Net Income

 

 

 

268,546 

268,546 

 

Dividends on Preferred Stock

 

 

 

(2,123)

(2,123)

 

Dividends on Common Stock

 

 

 

(56,000)

(56,000)

Balance as of December 31, 2013

100 

$ - 

$ 992,625 

$ 1,420,828 

$ 2,413,453 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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



91




NSTAR ELECTRIC COMPANY AND SUBSIDIARY

NSTAR ELECTRIC COMPANY AND SUBSIDIARY

NSTAR ELECTRIC COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

CONSOLIDATED STATEMENTS OF CASH FLOWS

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

 

 

For the Years Ended December 31,

(Thousands of Dollars)

(Thousands of Dollars)

2013 

 

2012 

 

2011 

(Thousands of Dollars)

2015 

 

2014 

 

2013 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Activities:

Operating Activities:

 

 

 

 

 

 

Operating Activities:

 

 

 

 

 

 

Net Income

$

 344,542 

 

$

 303,088 

 

$

 268,546 

Net Income

$

 268,546 

 

$

 190,242 

 

$

 252,494 

Adjustments to Reconcile Net Income to Net Cash Flows

 

 

 

 

 

 

Adjustments to Reconcile Net Income to Net Cash Flows

 

 

 

 

 

 

 

Provided by Operating Activities:

 

 

 

 

 

 

 

Provided by Operating Activities:

 

 

 

 

 

 

 

 Depreciation

 

 196,770 

 

 188,693 

 

 180,298 

 

 Depreciation

 

 180,298 

 

 171,070 

 

 163,368 

 

 Deferred Income Taxes

 

 173,155 

 

 108,133 

 

 48,808 

 

 Deferred Income Taxes

 

 48,808 

 

 4,264 

 

 72,006 

 

 Pension and PBOP Expense

 

 10,786 

 

 6,760 

 

 35,731 

 

 Pension Expense

 

 35,731 

 

 66,010 

 

 54,704 

 

 Pension and PBOP Contributions

 

 (9,886)

 

 (120,306)

 

 (82,000)

 

 Pension Contributions

 

 (82,000)

 

 (25,000)

 

 (125,000)

 

 Regulatory (Under)/Over Recoveries, Net

 

 (124,323)

 

 57,696 

 

 (119,433)

 

 Regulatory (Under)/Over Recoveries, Net

 

 (119,433)

 

 (16,129)

 

 68,353 

 

 Amortization of Regulatory (Liabilities)/Assets, Net

 

 (12,989)

 

 (6,330)

 

 230,148 

 

 Amortization of Regulatory Assets, Net

 

 230,148 

 

 117,682 

 

 82,979 

 

 Amortization of Rate Reduction Bonds

 

 - 

 

 - 

 

 15,054 

 

 Amortization of Rate Reduction Bonds

 

 15,054 

 

 90,322 

 

 90,322 

 

 Bad Debt Expense

 

 14,228 

 

 24,740 

 

 28,108 

 

 Bad Debt Expense

 

 28,108 

 

 40,301 

 

 22,582 

 

 Refunds Related to Spent Nuclear Fuel

 

 783 

 

 30,193 

 

 - 

 

 Other

 

 4,428 

 

 (32,048)

 

 539 

 

 Other

 

 (56,063)

 

 (51,478)

 

 4,428 

Changes in Current Assets and Liabilities:

 

 

 

 

 

 

Changes in Current Assets and Liabilities:

 

 

 

 

 

 

 

 Receivables and Unbilled Revenues, Net

 

 (45,405)

 

 (10,496)

 

 (26,041)

 

 Receivables and Unbilled Revenues, Net

 

 (35,525)

 

 (18,853)

 

 (45,405)

 

 Materials and Supplies

 

 3,227 

 

 1,813 

 

 (12,968)

 

 Materials and Supplies

 

 406 

 

 (29,943)

 

 3,227 

 

 Taxes Receivable/Accrued, Net

 

 (38,003)

 

 29,899 

 

 149,889 

 

 Taxes Receivable/Accrued, Net

 

 77,429 

 

 (122,746)

 

 (38,003)

 

 Accounts Payable

 

 31,875 

 

 2,662 

 

 (53,939)

 

 Accounts Payable

 

 21,961 

 

 9,753 

 

 31,875 

 

 Accounts Receivable from/Payable to Affiliates, Net

 

 (44,491)

 

 (61,879)

 

 (7,232)

 

 Accounts Receivable from/Payable to Affiliates, Net

 

 11,450 

 

 115,092 

 

 (44,491)

 

 Other Current Assets and Liabilities, Net

 

 (6,468)

 

 

 22,568 

 

 

 14,272 

 

 Other Current Assets and Liabilities, Net

 

 44,302 

 

 

 38,535 

 

 

 (6,468)

Net Cash Flows Provided by Operating Activities

Net Cash Flows Provided by Operating Activities

 

 510,423 

 

 

 591,281 

 

 

 746,328 

Net Cash Flows Provided by Operating Activities

 

 657,026 

 

 

 533,027 

 

 

 510,423 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investing Activities:

Investing Activities:

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

Investments in Property, Plant and Equipment

 

 (476,600)

 

 (414,089)

 

 (390,427)

Investments in Property, Plant and Equipment

 

 (469,466)

 

 (465,028)

 

 (476,600)

Decrease/(Increase) in Special Deposits

 

 37,604 

 

 3,060 

 

 (2,732)

Decrease in Special Deposits

 

 - 

 

 - 

 

 37,604 

Other Investing Activities

 

 400 

 

 

 400 

 

 

 6,095 

Other Investing Activities

 

 - 

 

 

 - 

 

 

 400 

Net Cash Flows Used in Investing Activities

Net Cash Flows Used in Investing Activities

 

 (438,596)

 

 

 (410,629)

 

 

 (387,064)

Net Cash Flows Used in Investing Activities

 

 (469,466)

 

 

 (465,028)

 

 

 (438,596)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing Activities:

Financing Activities:

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

Cash Dividends on Common Stock

 

 (56,000)

 

 (217,000)

 

 (169,900)

Cash Dividends on Common Stock

 

 (197,999)

 

 (253,000)

 

 (56,000)

Cash Dividends on Preferred Stock

 

 (2,123)

 

 (1,960)

 

 (1,960)

Cash Dividends on Preferred Stock

 

 (1,960)

 

 (1,961)

 

 (2,123)

(Decrease)/Increase in Short-Term Debt

 

 (172,500)

 

 134,500 

 

 (86,000)

(Decrease)/Increase in Short-Term Debt

 

 (239,500)

 

 198,500 

 

 (172,500)

Issuance of Long-Term Debt

 

 200,000 

 

 400,000 

 

 - 

Issuance of Long-Term Debt

 

 250,000 

 

 300,000 

 

 200,000 

Retirements of Long-Term Debt

 

 (1,650)

 

 (401,650)

 

 (16,650)

Retirements of Long-Term Debt

 

 (4,700)

 

 (301,650)

 

 (1,650)

Retirements of Rate Reduction Bonds

 

 (43,493)

 

 (84,367)

 

 (84,346)

Retirements of Rate Reduction Bonds

 

 - 

 

 - 

 

 (43,493)

Other Financing Activities

 

 (1,735)

 

 

 (5,853)

 

 

 - 

Other Financing Activities

 

 (2,828)

 

 

 (5,136)

 

 

 (1,735)

Net Cash Flows Used in Financing Activities

Net Cash Flows Used in Financing Activities

 

 (77,501)

 

 

 (176,330)

 

 

 (358,856)

Net Cash Flows Used in Financing Activities

 

 (196,987)

 

 

 (63,247)

 

 

 (77,501)

Net (Decrease)/Increase in Cash and Cash Equivalents

Net (Decrease)/Increase in Cash and Cash Equivalents

 

 (5,674)

 

 4,322 

 

 408 

Net (Decrease)/Increase in Cash and Cash Equivalents

 

 (9,427)

 

 4,752 

 

 (5,674)

Cash and Cash Equivalents - Beginning of Year

Cash and Cash Equivalents - Beginning of Year

 

 13,695 

 

 

 9,373 

 

 

 8,965 

Cash and Cash Equivalents - Beginning of Year

 

 12,773 

 

 

 8,021 

 

 

 13,695 

Cash and Cash Equivalents - End of Year

Cash and Cash Equivalents - End of Year

$

 8,021 

 

$

 13,695 

 

$

 9,373 

Cash and Cash Equivalents - End of Year

$

 3,346 

 

$

 12,773 

 

$

 8,021 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

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

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




92



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9379



Company Report on Internal Controls Over Financial Reporting


Public Service Company of New Hampshire


Management is responsible for the preparation, integrity, and fair presentation of the accompanying consolidated financial statements of Public Service Company of New Hampshire and subsidiary (PSNH or the Company) and of other sections of this annual report.  


Management is responsible for establishing and maintaining adequate internal controls over financial reporting.  The Company’sCompany's internal control framework and processes have been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted accounting principles.in the United States of America.  There are inherent limitations of internal controls over financial reporting that could allow material misstatements due to error or fraud to occur and not be prevented or detected on a timely basis by employees during the normal course of business.  Additionally, internal controls over financial reporting may become inadequate in the future due to changes in the business environment.  


Under the supervision and with the participation of the principal executive officer and principal financial officer, PSNH conducted an evaluation of the effectiveness of internal controls over financial reporting based on criteria established inInternal Control - Integrated Framework (2013)(1992 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Based on this evaluation under the framework in COSO, management concluded that internal controls over financial reporting were effective as of December 31, 2013.2015.



February 25, 201426, 2016



























































































9480




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholder of Public Service Company of New Hampshire:


We have audited the accompanying consolidated balance sheets of Public Service Company of New Hampshire and subsidiary (the "Company") as of December 31, 20132015 and 20122014 and the related consolidated statements of income, comprehensive income, common stockholder’sstockholder's equity, and cash flows for each of the three years in the period ended December 31, 2013.2015.  Our audits also included the financial statement schedule listed in the Index at Item 15 of Part IV.  These financial statements and financial statement schedule are the responsibility of the Company's management.  Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.


We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.


In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Public Service Company of New Hampshire and subsidiary as of December 31, 20132015 and 2012,2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013,2015, in conformity with accounting principles generally accepted in the United States of America.  Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.




/s/ Deloitte & Touche LLP


Hartford, Connecticut

February 25, 201426, 2016



























































































81




PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY

 

 

 

 

 

CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31,

(Thousands of Dollars)

2015 

 

2014 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash

 $

 1,733 

 

 $

 489 

 

Receivables, Net

 

 77,546 

 

 

 80,151 

 

Accounts Receivable from Affiliated Companies

 

 2,352 

 

 

 3,194 

 

Unbilled Revenues

 

 38,207 

 

 

 40,181 

 

Taxes Receivable

 

 43,128 

 

 

 14,571 

 

Fuel, Materials and Supplies

 

 156,868 

 

 

 148,139 

 

Regulatory Assets

 

 104,971 

 

 

 111,705 

 

Prepayments and Other Current Assets

 

 24,302 

 

 

 27,821 

Total Current Assets

 

 449,107 

 

 

 426,251 

 

 

 

 

 

 

 

 

Property, Plant and Equipment, Net

 

 2,855,363 

 

 

 2,635,844 

 

 

 

 

 

 

 

 

Deferred Debits and Other Assets:

 

 

 

 

 

 

Regulatory Assets

 

 257,873 

 

 

 293,115 

 

Other Long-Term Assets

 

 34,176 

 

 

 32,963 

Total Deferred Debits and Other Assets

 

 292,049 

 

 

 326,078 

 

 

 

 

 

 

 

 

Total Assets

 $

 3,596,519 

 

 $

 3,388,173 

 

 

 

 

 

 

 

 

LIABILITIES AND CAPITALIZATION

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Notes Payable to Eversource Parent

$

 231,300 

 

$

 90,500 

 

Accounts Payable

 

 87,925 

 

 

 93,349 

 

Accounts Payable to Affiliated Companies

 

 24,214 

 

 

 33,734 

 

Regulatory Liabilities

 

 6,898 

 

 

 16,044 

 

Accumulated Deferred Income Taxes

 

 - 

 

 

 36,164 

 

Other Current Liabilities

 

 43,921 

 

 

 38,969 

Total Current Liabilities

 

 394,258 

 

 

 308,760 

 

 

 

 

 

 

 

 

Deferred Credits and Other Liabilities:

 

 

 

 

 

 

Accumulated Deferred Income Taxes

 

 705,894 

 

 

 587,292 

 

Regulatory Liabilities

 

 47,851 

 

 

 51,372 

 

Accrued Pension, SERP and PBOP

 

 89,579 

 

 

 93,243 

 

Other Long-Term Liabilities

 

 50,746 

 

 

 50,155 

Total Deferred Credits and Other Liabilities

 

 894,070 

 

 

 782,062 

 

 

 

 

 

 

 

 

Capitalization:

 

 

 

 

 

 

Long-Term Debt

 

 1,071,017 

 

 

 1,070,021 

 

 

 

 

 

 

 

 

 

Common Stockholder's Equity:

 

 

 

 

 

 

 

Common Stock

 

 - 

 

 

 - 

 

 

Capital Surplus, Paid In

 

 748,634 

 

 

 748,240 

 

 

Retained Earnings

 

 494,901 

 

 

 486,459 

 

 

Accumulated Other Comprehensive Loss

 

 (6,361)

 

 

 (7,369)

 

Common Stockholder's Equity

 

 1,237,174 

 

 

 1,227,330 

Total Capitalization

 

 2,308,191 

 

 

 2,297,351 

 

 

 

 

 

 

 

 

Commitments and Contingencies (Note 11)

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Capitalization

$

 3,596,519 

 

$

 3,388,173 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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



























































































9582




PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY

 

 

 

 

 

CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31,

(Thousands of Dollars)

2013 

 

2012 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash

$

 130 

 

$

 2,493 

 

Receivables, Net

 

 76,331 

 

 

 87,164 

 

Accounts Receivable from Affiliated Companies

 

 90 

 

 

 723 

 

Unbilled Revenues

 

 38,344 

 

 

 39,982 

 

Taxes Receivable

 

 2,180 

 

 

 17,177 

 

Fuel, Materials and Supplies

 

 128,736 

 

 

 95,345 

 

Regulatory Assets

 

 92,194 

 

 

 62,882 

 

Prepayments and Other Current Assets

 

 21,920 

 

 

 22,205 

Total Current Assets

 

 359,925 

 

 

 327,971 

 

 

 

 

 

 

 

Property, Plant and Equipment, Net

 

 2,467,556 

 

 

 2,352,515 

 

 

 

 

 

 

 

Deferred Debits and Other Assets:

 

 

 

 

 

 

Regulatory Assets

 

 219,346 

 

 

 351,059 

 

Other Long-Term Assets

 

 39,891 

 

 

 83,052 

Total Deferred Debits and Other Assets

 

 259,237 

 

 

 434,111 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 $

 3,086,718 

 

 $

 3,114,597 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY

 

 

 

CONSOLIDATED STATEMENTS OF INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

(Thousands of Dollars)

2015 

 

2014 

 

2013 

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

$

 972,203 

 

$

 959,500 

 

$

 935,402 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Purchased Power, Fuel and Transmission

 

 247,721 

 

 

 313,732 

 

 

 269,754 

 

Operations and Maintenance

 

 276,554 

 

 

 261,848 

 

 

 267,797 

 

Depreciation

 

 105,372 

 

 

 98,436 

 

 

 91,581 

 

Amortization of Regulatory Assets/(Liabilities), Net

 

 16,276 

 

 

 (29,602)

 

 

 (20,387)

 

Amortization of Rate Reduction Bonds

 

 - 

 

 

 - 

 

 

 19,748 

 

Energy Efficiency Programs

 

 14,324 

 

 

 14,286 

 

 

 14,494 

 

Taxes Other Than Income Taxes

 

 81,779 

 

 

 71,417 

 

 

 67,196 

 

 

Total Operating Expenses

 

 742,026 

 

 

 730,117 

 

 

 710,183 

Operating Income

 

 230,177 

 

 

 229,383 

 

 

 225,219 

Interest Expense

 

 45,990 

 

 

 45,349 

 

 

 46,176 

Other Income, Net

 

 3,315 

 

 

 2,045 

 

 

 3,455 

Income Before Income Tax Expense

 

 187,502 

 

 

 186,079 

 

 

 182,498 

Income Tax Expense

 

 73,060 

 

 

 72,135 

 

 

 71,101 

Net Income

$

 114,442 

 

$

 113,944 

 

$

 111,397 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

 

 

 

 

 

 

 

 

 

 

Net Income

$

 114,442 

 

$

 113,944 

 

$

 111,397 

Other Comprehensive Income, Net of Tax:

 

 

 

 

 

 

 

 

 

Qualified Cash Flow Hedging Instruments

 

 1,162 

 

 

 1,162 

 

 

1,162 

 

Changes in Unrealized (Losses)/Gains on Marketable Securities

 

 (154)

 

 

 19 

 

 

(54)

 

Changes in Funded Status of SERP Benefit Plan

 

 - 

 

 

 - 

 

 

 (3)

Other Comprehensive Income, Net of Tax

 

 1,008 

 

 

 1,181 

 

 

 1,105 

Comprehensive Income

$

 115,450 

 

$

 115,125 

 

$

 112,502 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 



























































































9683




PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31,

(Thousands of Dollars)

2013 

 

2012 

 

 

 

 

 

 

 

 

LIABILITIES AND CAPITALIZATION

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Notes Payable to Affiliated Companies

$

 86,500 

 

$

 63,300 

 

Long-Term Debt - Current Portion

 

 50,000 

 

 

 - 

 

Accounts Payable

 

 82,920 

 

 

 62,864 

 

Accounts Payable to Affiliated Companies

 

 22,040 

 

 

 21,337 

 

Regulatory Liabilities

 

 20,643 

 

 

 23,002 

 

Accumulated Deferred Income Taxes

 

 28,596 

 

 

 10,364 

 

Renewable Portfolio Standards Compliance Obligations

 

 8,918 

 

 

 17,383 

 

Other Current Liabilities

 

 42,811 

 

 

 40,586 

Total Current Liabilities

 

 342,428 

 

 

 238,836 

 

 

 

 

 

 

 

 

Rate Reduction Bonds

 

 - 

 

 

 29,294 

 

 

 

 

 

 

 

 

Deferred Credits and Other Liabilities:

 

 

 

 

 

 

Accumulated Deferred Income Taxes

 

 500,166 

 

 

 441,577 

 

Regulatory Liabilities

 

 51,723 

 

 

 52,418 

 

Accrued Pension

 

 

 

186,148 

 

Accrued SERP and PBOP

 

 15,272 

 

 

33,981 

 

Other Long-Term Liabilities

 

 46,247 

 

 

 47,896 

Total Deferred Credits and Other Liabilities

 

 613,408 

 

 

 762,020 

 

 

 

 

 

 

 

 

Capitalization:

 

 

 

 

 

 

Long-Term Debt

 

 999,006 

 

 

 997,932 

 

 

 

 

 

 

 

 

 

Common Stockholder's Equity:

 

 

 

 

 

 

 

Common Stock

 

 - 

 

 

 - 

 

 

Capital Surplus, Paid In

 

 701,911 

 

 

 701,052 

 

 

Retained Earnings

 

 438,515 

 

 

 395,118 

 

 

Accumulated Other Comprehensive Loss

 

 (8,550)

 

 

 (9,655)

 

Common Stockholder's Equity

 

 1,131,876 

 

 

 1,086,515 

Total Capitalization

 

 2,130,882 

 

 

 2,084,447 

 

 

 

 

 

 

 

 

Commitments and Contingencies (Note 12)

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Capitalization

$

 3,086,718 

 

$

 3,114,597 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDER'S EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

Total

 

 

 

 

 

 

 

 

 

Capital

 

 

 

 

 

Other

 

 

Common

 

 

 

Common Stock

 

 

Surplus,

 

 

Retained

 

 

Comprehensive

 

 

Stockholder's

(Thousands of Dollars, Except Stock Information)

Stock

 

 

Amount

 

 

Paid In

 

 

Earnings

 

 

Income/(Loss)

 

 

Equity

Balance as of January 1, 2013

301 

 

$

 -   

 

$

 701,052 

 

$

 395,118 

 

$

 (9,655)

 

$

 1,086,515 

 

Net Income

 

 

 

 

 

 

 

 

 

 111,397 

 

 

 

 

 

 111,397 

 

Dividends on Common Stock

 

 

 

 

 

 

 

 

 

 (68,000)

 

 

 

 

 

 (68,000)

 

Allocation of Benefits - ESOP

 

 

 

 

 

 

 859 

 

 

 

 

 

 

 

 

 859 

 

Other Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 1,105 

 

 

 1,105 

Balance as of December 31, 2013

301 

 

 

 -   

 

 

 701,911 

 

 

 438,515 

 

 

 (8,550)

 

 

 1,131,876 

 

Net Income

 

 

 

 

 

 

 

 

 

 113,944 

 

 

 

 

 

 113,944 

 

Dividends on Common Stock

 

 

 

 

 

 

 

 

 

 (66,000)

 

 

 

 

 

 (66,000)

 

Capital Contributions from Eversource Parent

 

 

 

 

 

 

 45,000 

 

 

 

 

 

 

 

 

 45,000 

 

Allocation of Benefits - ESOP

 

 

 

 

 

 

 1,329 

 

 

 

 

 

 

 

 

 1,329 

 

Other Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 1,181 

 

 

 1,181 

Balance as of December 31, 2014

301 

 

 

 -   

 

 

 748,240 

 

 

 486,459 

 

 

 (7,369)

 

 

 1,227,330 

 

Net Income

 

 

 

 

 

 

 

 

 

 114,442 

 

 

 

 

 

 114,442 

 

Dividends on Common Stock

 

 

 

 

 

 

 

 

 

 (106,000)

 

 

 

 

 

 (106,000)

 

Allocation of Benefits – ESOP

 

 

 

 

 

 

 394 

 

 

 

 

 

 

 

 

 394 

 

Other Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 1,008 

 

 

 1,008 

Balance as of December 31, 2015

301 

 

$

 -   

 

$

 748,634 

 

$

 494,901 

 

$

 (6,361)

 

$

 1,237,174 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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



























































































9784




PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY

 

 

 

CONSOLIDATED STATEMENTS OF INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

(Thousands of Dollars)

2013 

 

2012 

 

2011 

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

$

 935,402 

 

$

 988,013 

 

$

 1,013,003 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Purchased Power, Fuel and Transmission

 

 269,754 

 

 

 319,253 

 

 

 327,905 

 

Operations and Maintenance

 

 267,797 

 

 

 263,234 

 

 

 278,153 

 

Depreciation

 

 91,581 

 

 

 87,602 

 

 

 76,167 

 

Amortization of Regulatory Assets/(Liabilities), Net

 

 (20,387)

 

 

 (24,086)

 

 

 25,383 

 

Amortization of Rate Reduction Bonds

 

 19,748 

 

 

 56,645 

 

 

 53,389 

 

Energy Efficiency Programs

 

 14,494 

 

 

 14,245 

 

 

 12,917 

 

Taxes Other Than Income Taxes

 

 67,196 

 

 

 66,025 

 

 

 58,985 

 

 

Total Operating Expenses

 

 710,183 

 

 

 782,918 

 

 

 832,899 

Operating Income

 

 225,219 

 

 

 205,095 

 

 

 180,104 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense:

 

 

 

 

 

 

 

 

 

Interest on Long-Term Debt

 

 44,370 

 

 

 46,228 

 

 

 36,832 

 

Interest on Rate Reduction Bonds

 

 (154)

 

 

 2,687 

 

 

 6,276 

 

Other Interest

 

 1,960 

 

 

 1,313 

 

 

 1,039 

 

 

Interest Expense

 

 46,176 

 

 

 50,228 

 

 

 44,147 

Other Income, Net

 

 3,455 

 

 

 3,008 

 

 

 14,255 

Income Before Income Tax Expense

 

 182,498 

 

 

 157,875 

 

 

 150,212 

Income Tax Expense

 

 71,101 

 

 

 60,993 

 

 

 49,945 

Net Income

$

 111,397 

 

$

 96,882 

 

$

 100,267 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

 

 

 

 

 

 

 

 

 

 

Net Income

$

 111,397 

 

$

96,882 

 

$

 100,267 

Other Comprehensive Income/(Loss), Net of Tax:

 

 

 

 

 

 

 

 

 

Qualified Cash Flow Hedging Instruments

 

 1,162 

 

 

1,162 

 

 

(10,260)

 

Changes in Unrealized Gains/(Losses) on Other Securities

 

 (54)

 

 

13 

 

 

29 

 

Changes in Funded Status of Pension, SERP and PBOP

 

 

 

 

 

 

 

 

 

 

Benefit Plans

 

 (3)

 

 

 2 

 

 

 - 

Other Comprehensive Income/(Loss), Net of Tax

 

 1,105 

 

 

1,177 

 

 

(10,231)

Comprehensive Income

$

 112,502 

 

$

 98,059 

 

$

 90,036 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

(Thousands of Dollars)

2015 

 

2014 

 

2013 

 

 

 

 

 

 

 

 

 

 

 

Operating Activities:

 

 

 

 

 

 

 

 

 

Net Income

$

 114,442 

 

$

 113,944 

 

$

 111,397 

 

Adjustments to Reconcile Net Income to Net Cash Flows

 

 

 

 

 

 

 

 

 

 

Provided by Operating Activities:

 

 

 

 

 

 

 

 

 

 

 Depreciation

 

 105,372 

 

 

 98,436 

 

 

 91,581 

 

 

 Deferred Income Taxes

 

 83,776 

 

 

 94,813 

 

 

 75,693 

 

 

 Pension, SERP and PBOP Expense

 

 4,580 

 

 

 7,197 

 

 

 26,846 

 

 

 Pension and PBOP Contributions

 

 (982)

 

 

 (2,482)

 

 

 (112,964)

 

 

 Regulatory Over/(Under) Recoveries, Net

 

 41 

 

 

 (11,875)

 

 

 (8,481)

 

 

 Amortization of Regulatory Assets/(Liabilities), Net

 

 16,276 

 

 

 (29,602)

 

 

 (20,387)

 

 

 Amortization of Rate Reduction Bonds

 

 - 

 

 

 - 

 

 

 19,748 

 

 

 Refunds Related to Spent Nuclear Fuel

 

 979 

 

 

 14,453 

 

 

 - 

 

 

 Other

 

 8,677 

 

 

 10,095 

 

 

 16,079 

 

Changes in Current Assets and Liabilities:

 

 

 

 

 

 

 

 

 

 

 Receivables and Unbilled Revenues, Net

 

 (4,750)

 

 

 (15,576)

 

 

 2,412 

 

 

 Fuel, Materials and Supplies

 

 (8,729)

 

 

 (19,403)

 

 

 (33,391)

 

 

 Taxes Receivable/Accrued, Net

 

 (23,909)

 

 

 (23,857)

 

 

 26,462 

 

 

 Accounts Payable

 

 (22,203)

 

 

 17,796 

 

 

 2,632 

 

 

 Other Current Assets and Liabilities, Net

 

 953 

 

 

 (5,972)

 

 

 (9,520)

Net Cash Flows Provided by Operating Activities

 

 274,523 

 

 

 247,967 

 

 

 188,107 

 

 

 

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

 

 

 

Investments in Property, Plant and Equipment

 

 (308,036)

 

 

 (256,159)

 

 

 (186,009)

 

(Increase)/Decrease in Special Deposits

 

 - 

 

 

 (1,013)

 

 

 22,040 

 

Other Investing Activities

 

 306 

 

 

 (139)

 

 

 (88)

Net Cash Flows Used in Investing Activities

 

 (307,730)

 

 

 (257,311)

 

 

 (164,057)

 

 

 

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

 

 

 

Cash Dividends on Common Stock

 

 (106,000)

 

 

 (66,000)

 

 

 (68,000)

 

Increase in Short-Term Debt

 

 - 

 

 

 4,000 

 

 

 23,200 

 

Issuance of Long-Term Debt

 

 - 

 

 

 75,000 

 

 

 250,000 

 

Retirements of Long-Term Debt

 

 - 

 

 

 (50,000)

 

 

 (198,235)

 

Retirements of Rate Reduction Bonds

 

 - 

 

 

 - 

 

 

 (29,294)

 

Increase in Notes Payable to Eversource Parent

 

 140,800 

 

 

 - 

 

 

 - 

 

Capital Contributions from Eversource Parent

 

 - 

 

 

 45,000 

 

 

 - 

 

Other Financing Activities

 

 (349)

 

 

 1,703 

 

 

 (4,084)

Net Cash Flows Provided by/(Used in) Financing Activities

 

 34,451 

 

 

 9,703 

 

 

 (26,413)

Net Increase/(Decrease) in Cash

 

 1,244 

 

 

 359 

 

 

 (2,363)

Cash - Beginning of Year

 

 489 

 

 

 130 

 

 

 2,493 

Cash - End of Year

$

 1,733 

 

$

 489 

 

$

 130 

 

 

 

 

 

 

 

 

 

 

 

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




98




PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDER'S EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

Total

 

 

 

 

 

Capital

 

Other

Common

 

 

 

Common Stock

Surplus,

Retained

Comprehensive

Stockholder's

(Thousands of Dollars, Except Stock Information)

Stock

Amount

Paid In

Earnings

Income/(Loss)

Equity

Balance as of January 1, 2011

301 

$ - 

$ 579,577 

$ 347,471 

$ (601)

$ 926,447 

 

Net Income

 

 

 

100,267 

 

100,267 

 

Dividends on Common Stock

 

 

 

(58,828)

 

(58,828)

 

Allocation of Benefits - ESOP

 

 

678 

 

 

678 

 

Capital Contributions from NU Parent

 

 

120,030 

 

 

120,030 

 

Other Comprehensive Loss

 

 

 

 

(10,231)

(10,231)

Balance as of December 31, 2011

301 

 - 

700,285 

388,910 

(10,832)

1,078,363 

 

Net Income

 

 

 

96,882 

 

96,882 

 

Dividends on Common Stock

 

 

 

(90,674)

 

(90,674)

 

Allocation of Benefits - ESOP

 

 

767 

 

 

767 

 

Other Comprehensive Income

 

 

 

 

1,177 

1,177 

Balance as of December 31, 2012

301 

 - 

701,052 

395,118 

(9,655)

1,086,515 

 

Net Income

 

 

 

111,397 

 

111,397 

 

Dividends on Common Stock

 

 

 

(68,000)

 

(68,000)

 

Allocation of Benefits - ESOP

 

 

859 

 

 

859 

 

Other Comprehensive Income

 

 

 

 

1,105 

1,105 

Balance as of December 31, 2013

301 

$ - 

$ 701,911 

$ 438,515 

$ (8,550)

$ 1,131,876 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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



99




PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

(Thousands of Dollars)

2013 

 

2012 

 

2011 

 

 

 

 

 

 

 

 

 

 

 

Operating Activities:

 

 

 

 

 

 

 

 

 

Net Income

$

 111,397 

 

$

 96,882 

 

$

 100,267 

 

Adjustments to Reconcile Net Income to Net Cash Flows

 

 

 

 

 

 

 

 

 

 

Provided by Operating Activities:

 

 

 

 

 

 

 

 

 

 

 Depreciation

 

 91,581 

 

 

 87,602 

 

 

 76,167 

 

 

 Deferred Income Taxes

 

 75,693 

 

 

 58,552 

 

 

 75,628 

 

 

 Pension, SERP and PBOP Expense

 

 26,846 

 

 

 26,312 

 

 

 27,298 

 

 

 Pension and PBOP Contributions

 

 (112,964)

 

 

 (96,880)

 

 

 (121,178)

 

 

 Regulatory (Under)/Over Recoveries, Net

 

 (8,481)

 

 

 (183)

 

 

 6,079 

 

 

 Amortization of Regulatory (Liabilities)/Assets, Net

 

 (20,387)

 

 

 (24,086)

 

 

 25,383 

 

 

 Amortization of Rate Reduction Bonds

 

 19,748 

 

 

 56,645 

 

 

 53,389 

 

 

 Settlements of Cash Flow Hedge Instruments

 

 - 

 

 

 - 

 

 

 (18,072)

 

 

 Other

 

 16,079 

 

 

 11,205 

 

 

 (13,923)

 

Changes in Current Assets and Liabilities:

 

 

 

 

 

 

 

 

 

 

 Receivables and Unbilled Revenues, Net

 

 2,412 

 

 

 (84)

 

 

 7,833 

 

 

 Fuel, Materials and Supplies

 

 (33,391)

 

 

 25,897 

 

 

 (9,873)

 

 

 Taxes Receivable/Accrued, Net

 

 26,462 

 

 

 (9,752)

 

 

 5,139 

 

 

 Accounts Payable

 

 2,632 

 

 

 (15,248)

 

 

 (4,517)

 

 

 Other Current Assets and Liabilities, Net

 

 (9,520)

 

 

 13,436 

 

 

 (4,915)

Net Cash Flows Provided by Operating Activities

 

 188,107 

 

 

 230,298 

 

 

 204,705 

 

 

 

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

 

 

 

Investments in Property, Plant and Equipment

 

 (186,009)

 

 

 (203,902)

 

 

 (241,772)

 

Decrease/(Increase) in Notes Receivable from Affiliate

 

 - 

 

 

 55,900 

 

 

 (55,900)

 

Decrease in Special Deposits

 

 22,040 

 

 

 4,200 

 

 

 2,223 

 

Other Investing Activities

 

 (88)

 

 

 (135)

 

 

 (134)

Net Cash Flows Used in Investing Activities

 

 (164,057)

 

 

 (143,937)

 

 

 (295,583)

 

 

 

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

 

 

 

Cash Dividends on Common Stock

 

 (68,000)

 

 

 (90,674)

 

 

 (58,828)

 

Increase/(Decrease) in Short-Term Debt

 

 23,200 

 

 

 - 

 

 

 (30,000)

 

Issuance of Long-Term Debt

 

 250,000 

 

 

 - 

 

 

 282,000 

 

Retirements of Long-Term Debt

 

 (198,235)

 

 

 - 

 

 

 (119,800)

 

Retirements of Rate Reduction Bonds

 

 (29,294)

 

 

 (56,074)

 

 

 (52,879)

 

Increase/(Decrease) in Notes Payable to Affiliate

 

 - 

 

 

 63,300 

 

 

 (47,900)

 

Capital Contributions from NU Parent

 

 - 

 

 

 - 

 

 

 120,030 

 

Other Financing Activities

 

 (4,084)

 

 

 (476)

 

 

 (4,248)

Net Cash Flows (Used in)/Provided by Financing Activities

 

 (26,413)

 

 

 (83,924)

 

 

 88,375 

Net (Decrease)/Increase in Cash

 

 (2,363)

 

 

 2,437 

 

 

 (2,503)

Cash - Beginning of Year

 

 2,493 

 

 

 56 

 

 

 2,559 

Cash - End of Year

$

 130 

 

$

 2,493 

 

$

 56 

 

 

 

 

 

 

 

 

 

 

 

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



10085



Company Report on Internal Controls Over Financial Reporting


Western Massachusetts Electric Company


Management is responsible for the preparation, integrity, and fair presentation of the accompanying financial statements of Western Massachusetts Electric Company (WMECO or the Company) and of other sections of this annual report.  


Management is responsible for establishing and maintaining adequate internal controls over financial reporting.  The Company’sCompany's internal control framework and processes have been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted accounting principles.in the United States of America.  There are inherent limitations of internal controls over financial reporting that could allow material misstatements due to error or fraud to occur and not be prevented or detected on a timely basis by employees during the normal course of business.  Additionally, internal controls over financial reporting may become inadequate in the future due to changes in the business environment.  


Under the supervision and with the participation of the principal executive officer and principal financial officer, WMECO conducted an evaluation of the effectiveness of internal controls over financial reporting based on criteria established inInternal Control – Integrated Framework (2013)(1992 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Based on this evaluation under the framework in COSO, management concluded that internal controls over financial reporting were effective as of December 31, 2013.2015.


February 25, 201426, 2016



























































































10186




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholder of Western Massachusetts Electric Company:


We have audited the accompanying balance sheets of Western Massachusetts Electric Company (the "Company") as of December 31, 20132015 and 20122014 and the related statements of income, comprehensive income, common stockholder’sstockholder's equity, and cash flows for each of the three years in the period ended December 31, 2013.2015.  Our audits also included the financial statement schedule listed in the Index at Item 15 of Part IV.  These financial statements and financial statement schedule are the responsibility of the Company's management.  Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.


We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.


In our opinion, such financial statements present fairly, in all material respects, the financial position of Western Massachusetts Electric Company as of December 31, 20132015 and 2012,2014, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2013,2015, in conformity with accounting principles generally accepted in the United States of America.  Also, in our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.



/s/ Deloitte & Touche LLP


Hartford, Connecticut

February 25, 2014


26, 2016



























































































10287




WESTERN MASSACHUSETTS ELECTRIC COMPANY

WESTERN MASSACHUSETTS ELECTRIC COMPANY

WESTERN MASSACHUSETTS ELECTRIC COMPANY

BALANCE SHEETS

BALANCE SHEETS

BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31,

 

 

As of December 31,

(Thousands of Dollars)

(Thousands of Dollars)

2013 

 

2012 

(Thousands of Dollars)

2015 

 

2014 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

ASSETS

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

Current Assets:

 

 

 

 

Current Assets:

 

 

 

 

Cash

$

 - 

 

$

 1 

Cash

$

 834 

 

$

 - 

Receivables, Net

 

 49,018 

 

 47,297 

Receivables, Net

 

 50,912 

 

 51,066 

Accounts Receivable from Affiliated Companies

 

 47,607 

 

 164 

Accounts Receivable from Affiliated Companies

 

 18,633 

 

 7,851 

Unbilled Revenues

 

 16,562 

 

 16,192 

Unbilled Revenues

 

 15,065 

 

 15,146 

Taxes Receivable

 

 432 

 

 15,513 

Taxes Receivable

 

 33,407 

 

 18,126 

Regulatory Assets

 

 43,024 

 

 42,370 

Regulatory Assets

 

 56,166 

 

 51,923 

Marketable Securities

 

 26,628 

 

 27,352 

Marketable Securities

 

 - 

 

 28,658 

Prepayments and Other Current Assets

 

 10,479 

 

 

 7,963 

Prepayments and Other Current Assets

 

 7,882 

 

 

 7,607 

Total Current Assets

Total Current Assets

 

 193,750 

 

 

 156,852 

Total Current Assets

 

 182,899 

 

 

 180,377 

 

 

 

 

 

 

 

 

 

 

 

Property, Plant and Equipment, Net

Property, Plant and Equipment, Net

 

 1,381,060 

 

 

 1,290,498 

Property, Plant and Equipment, Net

 

 1,575,306 

 

 

 1,461,321 

 

 

 

 

 

 

 

 

 

 

 

Deferred Debits and Other Assets:

Deferred Debits and Other Assets:

 

 

 

 

Deferred Debits and Other Assets:

 

 

 

 

Regulatory Assets

 

 146,088 

 

 221,752 

Regulatory Assets

 

 135,010 

 

 146,307 

Marketable Securities

 

 31,243 

 

 30,342 

Marketable Securities

 

 - 

 

 29,452 

Other Long-Term Assets

 

 40,679 

 

 

 23,625 

Other Long-Term Assets

 

 24,875 

 

 

 18,731 

Total Deferred Debits and Other Assets

Total Deferred Debits and Other Assets

 

 218,010 

 

 

 275,719 

Total Deferred Debits and Other Assets

 

 159,885 

 

 

 194,490 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

$

 1,918,090 

 

$

 1,836,188 

 

 

 

 

 

 

LIABILITIES AND CAPITALIZATION

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

 

Notes Payable to Eversource Parent

$

 143,400 

 

$

 21,400 

 

 

 

 

 

Long-Term Debt - Current Portion

 

 - 

 

 50,000 

Total Assets

$

 1,792,820 

 

$

 1,723,069 

Accounts Payable

 

 58,364 

 

 53,732 

Accounts Payable to Affiliated Companies

 

 19,896 

 

 14,328 

Regulatory Liabilities

 

 13,122 

 

 22,486 

Accumulated Deferred Income Taxes

 

 - 

 

 18,089 

Other Current Liabilities

 

 29,927 

 

 

 24,080 

Total Current Liabilities

 

 264,709 

 

 

 204,115 

 

 

 

 

 

 

Deferred Credits and Other Liabilities:

 

 

 

 

Accumulated Deferred Income Taxes

 

 470,539 

 

 416,822 

Regulatory Liabilities

 

 11,597 

 

 10,835 

Accrued Pension, SERP and PBOP

 

 19,515 

 

 17,705 

Other Long-Term Liabilities

 

 36,819 

 

 

 33,747 

Total Deferred Credits and Other Liabilities

 

 538,470 

 

 

 479,109 

 

 

 

 

 

 

Capitalization:

 

 

 

 

Long-Term Debt

 

 517,329 

 

 

 575,184 

 

 

 

 

 

 

Common Stockholder's Equity:

 

 

 

 

 

Common Stock

 

 10,866 

 

 10,866 

 

Capital Surplus, Paid In

 

 391,398 

 

 391,256 

 

Retained Earnings

 

 198,140 

 

 178,834 

 

Accumulated Other Comprehensive Loss

 

 (2,822)

 

 

 (3,176)

Common Stockholder's Equity

 

 597,582 

 

 

 577,780 

Total Capitalization

 

 1,114,911 

 

 

 1,152,964 

 

 

 

 

 

 

Commitments and Contingencies (Note 11)

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Capitalization

$

 1,918,090 

 

$

 1,836,188 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

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

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



























































































10388




WESTERN MASSACHUSETTS ELECTRIC COMPANY

BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31,

(Thousands of Dollars)

2013 

 

2012 

 

 

 

 

 

 

 

 

LIABILITIES AND CAPITALIZATION

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Notes Payable to Affiliated Companies

$

 - 

 

$

 31,900 

 

Long-Term Debt - Current Portion

 

 - 

 

 

 55,000 

 

Accounts Payable

 

 62,961 

 

 

 68,141 

 

Accounts Payable to Affiliated Companies

 

 9,230 

 

 

 7,103 

 

Accrued Interest

 

 7,525 

 

 

 8,304 

 

Regulatory Liabilities

 

 19,858 

 

 

 21,037 

 

Accumulated Deferred Income Taxes

 

 13,098 

 

 

 8,404 

 

Counterparty Deposits

 

 7,688 

 

 

 751 

 

Other Current Liabilities

 

 20,629 

 

 

 15,754 

Total Current Liabilities

 

 140,989 

 

 

 216,394 

 

 

 

 

 

 

 

 

Rate Reduction Bonds

 

 - 

 

 

 9,352 

 

 

 

 

 

 

 

 

Deferred Credits and Other Liabilities:

 

 

 

 

 

 

Accumulated Deferred Income Taxes

 

 396,933 

 

 

 303,111 

 

Regulatory Liabilities

 

 13,873 

 

 

 9,686 

 

Accrued Pension

 

 

 

24,215 

 

Accrued SERP and PBOP

 

 3,911 

 

 

 11,884 

 

Other Long-Term Liabilities

 

 28,619 

 

 

 40,148 

Total Deferred Credits and Other Liabilities

 

 443,336 

 

 

 389,044 

 

 

 

 

 

 

 

 

Capitalization:

 

 

 

 

 

 

Long-Term Debt

 

 629,389 

 

 

 550,270 

 

 

 

 

 

 

 

 

 

Common Stockholder's Equity:

 

 

 

 

 

 

 

Common Stock

 

 10,866 

 

 

 10,866 

 

 

Capital Surplus, Paid In

 

 390,743 

 

 

 390,412 

 

 

Retained Earnings

 

 181,014 

 

 

 160,577 

 

 

Accumulated Other Comprehensive Loss

 

 (3,517)

 

 

 (3,846)

 

Common Stockholder's Equity

 

 579,106 

 

 

 558,009 

Total Capitalization

 

 1,208,495 

 

 

 1,108,279 

 

 

 

 

 

 

 

 

Commitments and Contingencies (Note 12)

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Capitalization

$

 1,792,820 

 

$

 1,723,069 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

WESTERN MASSACHUSETTS ELECTRIC COMPANY

STATEMENTS OF INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

(Thousands of Dollars)

2015 

 

2014 

 

2013 

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

$

 518,128 

 

$

 493,423 

 

$

 472,724 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Purchased Power and Transmission

 

 177,172 

 

 

 172,876 

 

 

 147,059 

 

Operations and Maintenance

 

 86,360 

 

 

 89,406 

 

 

 96,194 

 

Depreciation

 

 43,362 

 

 

 41,886 

 

 

 37,568 

 

Amortization of Regulatory Assets/(Liabilities), Net

 

 14,545 

 

 

 (6,228)

 

 

 (3,206)

 

Amortization of Rate Reduction Bonds

 

 - 

 

 

 - 

 

 

 7,780 

 

Energy Efficiency Programs

 

 42,867 

 

 

 42,937 

 

 

 39,524 

 

Taxes Other Than Income Taxes

 

 38,302 

 

 

 34,907 

 

 

 28,458 

 

 

Total Operating Expenses

 

 402,608 

 

 

 375,784 

 

 

 353,377 

Operating Income

 

 115,520 

 

 

 117,639 

 

 

 119,347 

Interest Expense

 

 24,792 

 

 

 24,931 

 

 

 24,851 

Other Income, Net

 

 2,748 

 

 

 2,379 

 

 

 3,310 

Income Before Income Tax Expense

 

 93,476 

 

 

 95,087 

 

 

 97,806 

Income Tax Expense

 

 36,970 

 

 

 37,268 

 

 

 37,368 

Net Income

$

 56,506 

 

$

 57,819 

 

$

 60,438 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STATEMENTS OF COMPREHENSIVE INCOME

 

 

 

 

 

 

 

 

 

 

 

Net Income

$

 56,506 

 

$

 57,819 

 

$

 60,438 

Other Comprehensive Income, Net of Tax:

 

 

 

 

 

 

 

 

 

Qualified Cash Flow Hedging Instruments

 

 379 

 

 

 338 

 

 

 338 

 

Changes in Unrealized (Losses)/Gains on Marketable Securities

 

 (25)

 

 

 3 

 

 

 (9)

Other Comprehensive Income, Net of Tax

 

 354 

 

 

 341 

 

 

 329 

Comprehensive Income

$

 56,860 

 

$

 58,160 

 

$

 60,767 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 



























































































10489




WESTERN MASSACHUSETTS ELECTRIC COMPANY

STATEMENTS OF INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

(Thousands of Dollars)

2013 

 

2012 

 

2011 

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

$

 472,724 

 

$

 441,164 

 

$

 417,315 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Purchased Power and Transmission

 

 147,059 

 

 

 136,086 

 

 

 161,480 

 

Operations and Maintenance

 

 96,194 

 

 

 97,031 

 

 

 80,241 

 

Depreciation

 

 37,568 

 

 

 29,971 

 

 

 26,455 

 

Amortization of Regulatory Assets/(Liabilities), Net

 

 (3,206)

 

 

 410 

 

 

 4,492 

 

Amortization of Rate Reduction Bonds

 

 7,780 

 

 

 17,632 

 

 

 16,523 

 

Energy Efficiency Programs

 

 39,524 

 

 

 27,802 

 

 

 21,804 

 

Taxes Other Than Income Taxes

 

 28,458 

 

 

 21,458 

 

 

 17,957 

 

 

Total Operating Expenses

 

 353,377 

 

 

 330,390 

 

 

 328,952 

Operating Income

 

 119,347 

 

 

 110,774 

 

 

 88,363 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense:

 

 

 

 

 

 

 

 

 

Interest on Long-Term Debt

 

 23,625 

 

 

 23,462 

 

 

 20,023 

 

Interest on Rate Reduction Bonds

 

 177 

 

 

 1,229 

 

 

 2,335 

 

Other Interest

 

 1,049 

 

 

 1,943 

 

 

 1,254 

 

 

Interest Expense

 

 24,851 

 

 

 26,634 

 

 

 23,612 

Other Income, Net

 

 3,310 

 

 

 2,503 

 

 

 1,489 

Income Before Income Tax Expense

 

 97,806 

 

 

 86,643 

 

 

 66,240 

Income Tax Expense

 

 37,368 

 

 

 32,140 

 

 

 23,186 

Net Income

$

 60,438 

 

$

 54,503 

 

$

 43,054 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STATEMENTS OF COMPREHENSIVE INCOME

 

 

 

 

 

 

 

 

 

 

 

Net Income

$

 60,438 

 

$

54,503 

 

$

 43,054 

Other Comprehensive Income/(Loss), Net of Tax:

 

 

 

 

 

 

 

 

 

Qualified Cash Flow Hedging Instruments

 

 338 

 

 

338 

 

 

(4,108)

 

Changes in Unrealized Gains/(Losses) on Other Securities

 

 (9)

 

 

 

 

Other Comprehensive Income/(Loss), Net of Tax

 

 329 

 

 

 340 

 

 

 (4,103)

Comprehensive Income

$

 60,767 

 

$

 54,843 

 

$

 38,951 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

WESTERN MASSACHUSETTS  ELECTRIC COMPANY

STATEMENTS OF COMMON STOCKHOLDER'S EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

Total

 

 

 

 

 

 

 

 

 

Capital

 

 

 

 

 

Other

 

 

Common

 

 

 

Common Stock

 

 

Surplus,

 

 

Retained

 

 

Comprehensive

 

 

Stockholder's

(Thousands of Dollars, Except Stock Information)

Stock

 

 

Amount

 

 

Paid In

 

 

Earnings

 

 

Income/(Loss)

 

 

Equity

Balance as of January 1, 2013

434,653 

 

$

 10,866 

 

$

 390,412 

 

$

 160,577 

 

$

 (3,846)

 

$

 558,009 

 

Net Income

 

 

 

 

 

 

 

 

 

 60,438 

 

 

 

 

 

 60,438 

 

Dividends on Common Stock

 

 

 

 

 

 

 

 

 

 (40,001)

 

 

 

 

 

 (40,001)

 

Allocation of Benefits - ESOP

 

 

 

 

 

 

 331 

 

 

 

 

 

 

 

 

 331 

 

Other Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 329 

 

 

 329 

Balance as of December 31, 2013

434,653 

 

 

 10,866 

 

 

 390,743 

 

 

 181,014 

 

 

 (3,517)

 

 

 579,106 

 

Net Income

 

 

 

 

 

 

 

 

 

 57,819 

 

 

 

 

 

 57,819 

 

Dividends on Common Stock

 

 

 

 

 

 

 

 

 

 (59,999)

 

 

 

 

 

 (59,999)

 

Allocation of Benefits - ESOP

 

 

 

 

 

 

 513 

 

 

 

 

 

 

 

 

 513 

 

Other Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 341 

 

 

 341 

Balance as of December 31, 2014

434,653 

 

 

 10,866 

 

 

 391,256 

 

 

 178,834 

 

 

 (3,176)

 

 

 577,780 

 

Net Income

 

 

 

 

 

 

 

 

 

 56,506 

 

 

 

 

 

 56,506 

 

Dividends on Common Stock

 

 

 

 

 

 

 

 

 

 (37,200)

 

 

 

 

 

 (37,200)

 

Allocation of Benefits - ESOP

 

 

 

 

 

 

 142 

 

 

 

 

 

 

 

 

 142 

 

Other Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 354 

 

 

 354 

Balance as of December 31, 2015

434,653 

 

$

 10,866 

 

$

 391,398 

 

$

 198,140 

 

$

 (2,822)

 

$

 597,582 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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



























































































10590




WESTERN MASSACHUSETTS  ELECTRIC COMPANY

STATEMENTS OF COMMON STOCKHOLDER'S EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

Total

 

 

 

 

 

Capital

 

Other

Common

 

 

 

Common Stock

Surplus,

Retained

Comprehensive

Stockholder's

(Thousands of Dollars, Except Stock Information)

Stock

Amount

Paid In

Earnings

Income/(Loss)

Equity

Balance as of January 1, 2011

434,653 

$ 10,866 

$ 248,044 

$ 98,757 

$ (83)

$ 357,584 

 

Net Income

 

 

 

 43,054 

 

43,054 

 

Dividends on Common Stock

 

 

 

(26,305)

 

(26,305)

 

Allocation of Benefits - ESOP

 

 

259 

 

 

259 

 

Capital Contributions from NU Parent

 

 

91,812 

 

 

91,812 

 

Other Comprehensive Loss

 

 

 

 

(4,103)

(4,103)

Balance as of December 31, 2011

434,653 

10,866 

340,115 

115,506 

(4,186)

462,301 

 

Net Income

 

 

 

 54,503 

 

54,503 

 

Dividends on Common Stock

 

 

 

(9,432)

 

(9,432)

 

Allocation of Benefits - ESOP

 

 

297 

 

 

297 

 

Capital Contributions from NU Parent

 

 

50,000 

 

 

50,000 

 

Other Comprehensive Income

 

 

 

 

340 

340 

Balance as of December 31, 2012

434,653 

10,866 

390,412 

160,577 

(3,846)

558,009 

 

Net Income

 

 

 

 60,438 

 

60,438 

 

Dividends on Common Stock

 

 

 

(40,001)

 

(40,001)

 

Allocation of Benefits - ESOP

 

 

331 

 

 

331 

 

Other Comprehensive Income

 

 

 

 

329 

329 

Balance as of December 31, 2013

434,653 

$ 10,866 

$ 390,743 

$ 181,014 

$ (3,517)

$ 579,106 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

WESTERN MASSACHUSETTS ELECTRIC COMPANY

STATEMENTS OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

(Thousands of Dollars)

2015 

 

2014 

 

2013 

 

 

 

 

 

 

 

 

 

 

 

Operating Activities:

 

 

 

 

 

 

 

 

 

Net Income

$

 56,506 

 

$

 57,819 

 

$

 60,438 

 

Adjustments to Reconcile Net Income to Net Cash Flows

 

 

 

 

 

 

 

 

 

 

Provided by Operating Activities:

 

 

 

 

 

 

 

 

 

 

 Depreciation

 

 43,362 

 

 

 41,886 

 

 

 37,568 

 

 

 Deferred Income Taxes

 

 39,428 

 

 

 34,108 

 

 

 87,028 

 

 

 Regulatory (Under)/Over Recoveries, Net

 

 (17,501)

 

 

 1,925 

 

 

 8,458 

 

 

 Amortization of Regulatory Assets/(Liabilities), Net

 

 14,545 

 

 

 (6,228)

 

 

 (3,206)

 

 

 Amortization of Rate Reduction Bonds

 

 - 

 

 

 - 

 

 

 7,780 

 

 

 (Payments)/Refunds Related to Spent Nuclear Fuel, Net

 

 (56,784)

 

 

 18,883 

 

 

 - 

 

 

 Other

 

 (6,421)

 

 

 (2,005)

 

 

 3,381 

 

Changes in Current Assets and Liabilities:

 

 

 

 

 

 

 

 

 

 

 Receivables and Unbilled Revenues, Net

 

 (17,822)

 

 

 39,872 

 

 

 (53,292)

 

 

 Taxes Receivable/Accrued, Net

 

 (15,281)

 

 

 (22,454)

 

 

 19,840 

 

 

 Accounts Payable

 

 (2,602)

 

 

 1,269 

 

 

 7,456 

 

 

 Other Current Assets and Liabilities, Net

 

 5,594 

 

 

 (11,796)

 

 

 3,356 

Net Cash Flows Provided by Operating Activities

 

 43,024 

 

 

 153,279 

 

 

 178,807 

 

 

 

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

 

 

 

Investments in Property, Plant and Equipment

 

 (134,551)

 

 

 (116,205)

 

 

 (128,786)

 

Proceeds from Sales of Marketable Securities

 

 186,444 

 

 

 73,198 

 

 

 70,778 

 

Purchases of Marketable Securities

 

 (128,861)

 

 

 (73,888)

 

 

 (71,390)

 

Other Investing Activities

 

 - 

 

 

 3,200 

 

 

 7,401 

Net Cash Flows Used in Investing Activities

 

 (76,968)

 

 

 (113,695)

 

 

 (121,997)

 

 

 

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

 

 

 

Cash Dividends on Common Stock

 

 (37,200)

 

 

 (59,999)

 

 

 (40,001)

 

Issuance of Long-Term Debt

 

 - 

 

 

 - 

 

 

 80,000 

 

Retirements of Long-Term Debt

 

 (50,000)

 

 

 - 

 

 

 (55,000)

 

Increase/(Decrease) in Notes Payable to Eversource Parent

 

 122,000 

 

 

 21,400 

 

 

 (31,900)

 

Retirements of Rate Reduction Bonds

 

 - 

 

 

 - 

 

 

 (9,352)

 

Other Financing Activities

 

 (22)

 

 

 (985)

 

 

 (558)

Net Cash Flows Provided by/(Used in) Financing Activities

 

 34,778 

 

 

 (39,584)

 

 

 (56,811)

Net Increase/(Decrease) in Cash

 

 834 

 

 

 - 

 

 

 (1)

Cash - Beginning of Year

 

 - 

 

 

 - 

 

 

 1 

Cash - End of Year

$

 834 

 

$

 - 

 

$

 - 

 

 

 

 

 

 

 

 

 

 

 

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




106




WESTERN MASSACHUSETTS ELECTRIC COMPANY

STATEMENTS OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Years Ended December 31,

(Thousands of Dollars)

2013 

 

2012 

 

2011 

 

 

 

 

 

 

 

 

 

 

 

Operating Activities:

 

 

 

 

 

 

 

 

 

Net Income

$

 60,438 

 

$

 54,503 

 

$

 43,054 

 

Adjustments to Reconcile Net Income to Net Cash Flows

 

 

 

 

 

 

 

 

 

 

Provided by Operating Activities:

 

 

 

 

 

 

 

 

 

 

 Depreciation

 

 37,568 

 

 

 29,971 

 

 

 26,455 

 

 

 Deferred Income Taxes

 

 87,028 

 

 

 53,942 

 

 

 23,056 

 

 

 Regulatory Over/(Under) Recoveries, Net

 

 8,458 

 

 

 (19,152)

 

 

 3,328 

 

 

 Amortization of Regulatory (Liabilities)/Assets, Net

 

 (3,206)

 

 

 410 

 

 

 4,492 

 

 

 Amortization of Rate Reduction Bonds

 

 7,780 

 

 

 17,632 

 

 

 16,523 

 

 

 Settlement of Cash Flow Hedge Instrument

 

 - 

 

 

 - 

 

 

 (6,859)

 

 

 Other

 

 3,381 

 

 

 (3,954)

 

 

 (586)

 

Changes in Current Assets and Liabilities:

 

 

 

 

 

 

 

 

 

 

 Receivables and Unbilled Revenues, Net

 

 (53,292)

 

 

 (8,896)

 

 

 (7,263)

 

 

 Materials and Supplies

 

 865 

 

 

 (2,882)

 

 

 331 

 

 

 Taxes Receivable/Accrued, Net

 

 19,840 

 

 

 (8,311)

 

 

 5,084 

 

 

 Accounts Payable

 

 7,456 

 

 

 (19,297)

 

 

 12,956 

 

 

 Other Current Assets and Liabilities, Net

 

 2,491 

 

 

 581 

 

 

 3,824 

Net Cash Flows Provided by Operating Activities

 

 178,807 

 

 

 94,547 

 

 

 124,395 

 

 

 

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

 

 

 

Investments in Property, Plant and Equipment

 

 (128,786)

 

 

 (264,175)

 

 

 (237,996)

 

Proceeds from Sales of Marketable Securities

 

 70,778 

 

 

 79,769 

 

 

 125,157 

 

Purchases of Marketable Securities

 

 (71,390)

 

 

 (80,529)

 

 

 (125,453)

 

Decrease/(Increase) in Notes Receivable from Affiliate

 

 - 

 

 

 11,000 

 

 

 (11,000)

 

Other Investing Activities

 

 7,401 

 

 

 (28)

 

 

 (1,919)

Net Cash Flows Used in Investing Activities

 

 (121,997)

 

 

 (253,963)

 

 

 (251,211)

 

 

 

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

 

 

 

Cash Dividends on Common Stock

 

 (40,001)

 

 

 (9,432)

 

 

 (26,305)

 

Issuance of Long-Term Debt

 

 80,000 

 

 

 150,000 

 

 

 100,000 

 

Retirements of Long-Term Debt

 

 (55,000)

 

 

 (53,800)

 

 

 - 

 

(Decrease)/Increase in Notes Payable to Affiliate

 

 (31,900)

 

 

 31,900 

 

 

 (20,400)

 

Retirements of Rate Reduction Bonds

 

 (9,352)

 

 

 (17,540)

 

 

 (16,433)

 

Capital Contributions from NU Parent

 

 - 

 

 

 50,000 

 

 

 91,812 

 

Other Financing Activities

 

 (558)

 

 

 8,288 

 

 

 (1,858)

Net Cash Flows (Used in)/Provided by Financing Activities

 

 (56,811)

 

 

 159,416 

 

 

 126,816 

Net Decrease in Cash

 

 (1)

 

 

 - 

 

 

 - 

Cash - Beginning of Year

 

 1 

 

 

 1 

 

 

 1 

Cash - End of Year

$

 - 

 

$

 1 

 

$

 1 

 

 

 

 

 

 

 

 

 

 

 

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



10791




NORTHEAST UTILITIESEVERSOURCE ENERGY 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


COMBINED NOTES TO FINANCIAL STATEMENTS


Refer to the Glossary of Terms included in this combined Annual Report on Form 10-K for abbreviations and acronyms used throughout the combined notes to the financial statements.


1.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


A.

About NU,Eversource, CL&P, NSTAR Electric, PSNH and WMECO

NU Consolidated:Eversource Energy:  NUEversource Energy 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 NSTAR and its subsidiaries.  NU'sEversource Energy's wholly owned regulated utility subsidiaries consist of CL&P, NSTAR Electric, PSNH, WMECO, Yankee Gas and NSTAR Gas.  NUEversource provides energy delivery service to approximately 3.6 million electric and natural gas customers through these six regulated utilities in Connecticut, Massachusetts and New Hampshire.  See Note 2, "Merger of NU and NSTAR," for further information regarding the merger.


NU,On April 30, 2015, the Company's legal name was changed from Northeast Utilities to Eversource Energy.  CL&P, NSTAR Electric, PSNH and WMECO are each doing business as Eversource Energy.  


Eversource, CL&P, NSTAR Electric, PSNH and WMECO are reporting companies under the Securities Exchange Act of 1934.  NUEversource Energy is a public utility holding company under the Public Utility Holding Company Act of 2005.  Arrangements among the regulated electric companies and other NUEversource companies, outside agencies and other utilities covering interconnections, interchange of electric power and sales of utility property are subject to regulation by the FERC.  The Regulated companies are subject to regulation of rates, accounting and other matters by the FERC and/or applicable state regulatory commissions (the PURA for CL&P and Yankee Gas, the DPU for NSTAR Electric, WMECO and NSTAR Gas, and the NHPUC for PSNH).


Regulated Companies: CL&P, NSTAR Electric, PSNH and WMECO furnish franchised retail electric service in Connecticut, Massachusetts and New Hampshire.  Yankee Gas and NSTAR Gas isare engaged in the distribution and sale of natural gas to customers within centralConnecticut and eastern Massachusetts.  Yankee Gas owns and operates Connecticut's largest natural gas distribution system.Massachusetts, respectively.  CL&P, NSTAR Electric, PSNH and WMECO's results include the operations of their respective distribution and transmission businesses.  PSNH and WMECO's distribution results include the operations of their respective generation businesses.  NUEversource also has a regulated subsidiary, NPT, which was formed to construct, own and operate the Northern Pass line, a new HVDC transmission line from Québec to New Hampshire under development that will interconnect with a new HVDC transmission line being developed by a transmission subsidiary of HQ.  


Other:  NUSCO, RRR,Eversource Service, Eversource's service company, Rocky River Realty Company, a wholly-owned real estate subsidiary of Eversource, Renewable Properties, Inc., aan indirect, wholly-owned subsidiary of NUTV,Eversource, and Properties, Inc., a wholly-owned subsidiary of PSNH, provide support services to NU,Eversource, including its regulatedRegulated companies.  Harbor Electric Energy Company, aEversource Gas Transmission LLC, an indirect, wholly-owned subsidiary of NSTAR Electric, provides distribution service and ongoing support to its only customer,Eversource, holds an equity interest in the Massachusetts Water Resources Authority.  Hopkinton, a subsidiary of NU, provides natural gas liquefaction and storage services to NSTAR Gas.  As of December 31, 2013, NU Enterprises’ primary business consisted of NGS’ operation and maintenance agreements, E.S. Boulos Company, an electrical contractor based in Maine, and NSTAR Communications, Inc., an unregulated telecommunications subsidiary.  Access Northeast project.


B.

Basis of Presentation

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


The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.


NU's consolidated financial information includes NSTAR and its subsidiaries’ results of operations beginning April 10, 2012.  The information disclosed for NSTAR Electric represents its results of operations for each of the years ended December 31, 2013, 2012 and 2011 presented on a comparable basis.  NU did not apply "push-down accounting" to NSTAR Electric, whereby the adjustments of assets and liabilities to fair value and the resultant goodwill would be shown on the financial statements of the acquired subsidiary.  


NUEversource consolidates CYAPC and YAEC asbecause CL&P’s,&P's, NSTAR Electric’s, PSNH’sElectric's, PSNH's and WMECO’sWMECO'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 of the NUEversource financial statements.  For CL&P, NSTAR Electric, PSNH and WMECO, the investments in CYAPC and YAEC continue to be accounted for under the equity method.  See Note 1J, "Summary of Significant Accounting Policies – Equity Method Investments," for further information.


NU'sEversource's utility subsidiariessubsidiaries' distribution (including generation) and transmission businesses are subject to rate-regulation that is based on cost recovery and meets the criteria for application of accounting guidance for entities with rate-regulated operations, thatwhich considers the effect of regulation resulting fromon the 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 3,2, "Regulatory Accounting," for further information.



108




Certain reclassifications of prior year data were made in the accompanying balance sheets for NU, NSTAR Electric, PSNH and WMECO and thefinancial statements of cash flows for all companies presented.  These reclassifications were made to conform to the current year presentation.presentation and as a result of the adoption of new accounting guidance. See Note 1C, "Summary of Significant Accounting Policies – Accounting Standards," for further information.


In accordance with accounting guidance on noncontrolling interests in consolidated financial statements, the Preferred Stock of CL&P and the Preferred Stock of NSTAR Electric, which are not owned by NUEversource or its consolidated subsidiaries and are not subject to mandatory redemption, have been presented as noncontrolling interests in the financial statements of NU.Eversource.  The Preferred Stock of CL&P and the



92



Preferred Stock of NSTAR Electric are considered to be temporary equity and have been classified between liabilities and permanent shareholders' equity on the balance sheets of NU,Eversource, CL&P and NSTAR Electric due to a provision in the preferred stock agreements of both CL&P and NSTAR Electric that grant preferred stockholders the right to elect a majority of the CL&P and NSTAR Electric BoardBoards of Directors, respectively, should certain conditions exist, such as if preferred dividends are in arrears for a specified amount of time.  The Net Income reported in the statements of income and cash flows represents net income prior to apportionment to noncontrolling interests, which is represented by dividends on preferred stock of CL&P and NSTAR Electric.


As of December 31, 2015 and 2014, Eversource's carrying amount of goodwill was approximately $3.5 billion.  Eversource performs an assessment for possible impairment of its goodwill at least annually.  Eversource completed its annual goodwill impairment test for each of its reporting units as of October 1, 2015 and determined that no impairment exists.  See Note 21, "Goodwill," for further information.


C.

Accounting Standards

Recently Adopted Accounting Standards:  In the first quarter of 2013, NU, CL&P, NSTAR Electric, PSNH and WMECO, 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 (AOCI):  The ASU does not change existing guidance on which items should be reclassified out of AOCI but requires additional disclosures about the components of AOCI and the amount of reclassification adjustments to be presented in one location in the footnotes.  The ASU was effective beginning in the first quarter of 2013 and was applied prospectively.  For further information, see Note 15, "Accumulated Other Comprehensive Income/(Loss)," to the 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 and applies to derivative instruments.  The ASU was effective beginning in the first quarter of 2013 with retrospective application.  For further information, see Note 5, "Derivative Instruments," to the financial statements. The ASU did not have an impact on financial position, results of operations or cash flows.  


Accounting Standards Issued but not Yet Adopted:Effective:  In July 2013,May 2014, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update (ASU) 2014-09,Revenue from Contracts with Customers, which amends existing revenue recognition guidance and is required to be applied retrospectively (either to each reporting period presented or cumulatively at the date of initial application).  In August 2015, the FASB issued ASU 2015-14,Revenue from Contracts with Customers – Deferral of the Effective Date, which defers the effective date of ASU 2014-09 to the first quarter of 2018, with 2017 application permitted.  The Company is reviewing the requirements of ASU 2014-09 and will implement the standard in the first quarter of 2018.  The ASU is not expected to have a finalmaterial impact on the financial statements of Eversource, CL&P, NSTAR Electric, PSNH or WMECO.


In January 2016, the FASB issued ASU effective2016-01,Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Liabilities, which is required to be implemented in the first quarter of 2018.  The Company is reviewing the requirements of the ASU.  The ASU will remove the available-for-sale designation for equity securities, whereby changes in fair value are recorded in other comprehensive income in shareholders' equity, and will require changes in fair value of all equity securities to be recorded in earnings beginning on January 1, 2014, requiring presentation2018, with the unrealized gain or loss on available-for-sale equity securities as of certain unrecognized tax benefitsthat date reclassified to retained earnings as reductionsa cumulative effect of adoption.  The fair value of available-for-sale equity securities subject to deferred tax assets.this guidance as of December 31, 2015 was approximately $52 million.  The remaining available-for-sale equity securities included in marketable securities on the balance sheet are held in nuclear decommissioning trusts and are subject to regulatory accounting treatment and will not be impacted by this guidance.  Implementation of the ASU for other financial instruments is not expected to have a material impact on the financial statements of Eversource, CL&P, NSTAR Electric, PSNH or WMECO.


On February 25, 2016, the FASB issued ASU 2016-02,Leases, which changes existing lease accounting guidance and is required to be applied in the first quarter of 2019, with earlier application permitted.  The ASU is required to be implemented prospectivelyfor leases beginning on January 1, 2014.  Implementationthe date of initial application.  For prior periods presented, leases are required to be recognized and measured using a modified retrospective approach.  The Company is reviewing the requirements of ASU 2016-02.


Recently Adopted Accounting Standards:  In April 2015, the FASB issued ASU 2015-03,Simplifying the Presentation of Debt Issuance Costs, that changed the balance sheet presentation of debt issuance costs.  Under the ASU, issuance costs related to debt are presented on the balance sheet as a direct deduction from the carrying amount of the debt liability rather than as a deferred cost.  The new accounting guidance is effective for interim and annual periods beginning in the first quarter of 2016 with early adoption permitted and is required to be applied retrospectively.  On December 31, 2015, the Company adopted the new accounting guidance and applied it retrospectively to all prior periods presented in the financial statements.  The adoption of this guidance willASU did not have an immaterial impacta material effect on the balance sheets and had no impact on the results of operations or cash flows.flows of Eversource, CL&P, NSTAR Electric, PSNH or WMECO.  See Note 8, "Long-Term Debt," for the prior year amounts that have been retrospectively adjusted.


On November 20, 2015, the FASB issued ASU 2015-17,Balance Sheet Classification of Deferred Taxes, that required all deferred tax liabilities and assets, along with any related valuation allowance, be classified as noncurrent on the balance sheet.  This new accounting guidance is effective for interim and annual periods beginning in the first quarter of 2017 with early adoption permitted and may be applied either prospectively or retrospectively.  On December 31, 2015, the Company adopted the new accounting guidance and applied it prospectively.  The adoption of this ASU did not have a material effect on the balance sheets and had no impact on the results of operations or cash flows of Eversource, CL&P, NSTAR Electric, PSNH or WMECO.  The current portion of Accumulated Deferred Income Taxes as of December 31, 2014, which was included in Total Current Liabilities on the balance sheets, was $160.3 million for Eversource, $34.1 million for CL&P, $55.1 million for NSTAR Electric, $36.2 million for PSNH, and $18.1 million for WMECO.


D.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and short-term cash investments that are highly liquid in nature and have original maturities of three months or less.  At the end of each reporting period, any overdraft amounts are reclassified from Cash and Cash Equivalents to Accounts Payable on the balance sheets.


E.

Provision for Uncollectible Accounts

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




93



The PURA allows CL&P and Yankee Gas to accelerate the recovery of accounts receivable balances attributable to qualified customers under financial or medical duress (uncollectible hardship accounts receivable) outstanding for greater than 180 days and 90 days.days, respectively.  The DPU allows WMECO and NSTAR Gas to also recover in rates amounts associated with certain uncollectible hardship accounts receivable. AsCertain of December 31, 2013, CL&P, WMECO and Yankee Gas hadNSTAR Electric's uncollectible hardship accounts receivable reservesare expected to be recovered in the amount of $67.3 million, $5.5 millionfuture rates, similar to WMECO and $8.4 million, respectively, with the corresponding under recovery of bad debt expense recorded asNSTAR Gas.  Uncollectible customer account balances, which are expected to be recovered in rates, are included in Regulatory Assets or Other Long-Term Assets as these amounts are probable of recovery.  As of December 31, 2012, these amounts totaled $65.2 million, $4.7 million and $6.4 million, respectively.  These amounts are reflected inon the balance sheets.  


The total provision for uncollectible accounts in the table below.




109



The provisionand for uncollectible hardship accounts, which is included in the total provision, are included in Receivables, Net on the balance sheets, wasand were as follows:


 

Total Provision for Uncollectible Accounts

 

Uncollectible Hardship

 

As of December 31,

 

As of December 31,

 

As of December 31,

(Millions of Dollars)

(Millions of Dollars)

2013 

 

2012 

(Millions of Dollars)

2015 

 

2014 

 

2015 

 

2014 

NU

$

171.3 

 

$

165.5 

Eversource

$

190.7 

 

$

175.3 

 

$

118.5 

 

$

91.5 

CL&P

CL&P

 

82.0 

 

77.6 

CL&P

 

79.5 

 

84.3 

 

 

68.1 

 

74.0 

NSTAR Electric

NSTAR Electric

 

41.7 

 

44.1 

NSTAR Electric

 

52.6 

 

40.7 

 

 

25.3 

 

 -   

PSNH

PSNH

 

7.4 

 

6.8 

PSNH

 

8.7 

 

7.7 

 

 

 -   

 

 -   

WMECO

WMECO

 

10.0 

 

8.5 

WMECO

 

14.0 

 

9.9 

 

 

7.4 

 

6.2 


F.

Fuel, Materials and Supplies and Allowance Inventory

Fuel, Materials and Supplies include natural gas, coal, biomass and oil inventories as well as materials purchased primarily for construction or operation and maintenance purposes.  Natural gas, coal, biomass and oil inventories are valued at their respective weighted average cost.  Materials and supplies are valued at the lower of average cost or market.


AsFuel, Materials and Supplies also include Renewable Energy Certificates (RECs), which are purchased from suppliers of December 31, 2013, NU had $139.5 million ($74.2 million at PSNH)renewable sources of fuel and $163.7 million ($54.5 million at PSNH) of materials and supplies.  As of December 31, 2012, NU had $109 million ($39.6 million at PSNH) of fuel and $158.7 million ($55.7 million at PSNH) of materials and supplies.generation.  RECs are used to meet state mandated Renewable Portfolio Standards requirements.  


PSNH is subject to federal and state laws and regulations that regulate emissions of air pollutants, including SO2, CO2, and NOx related to its regulated generation units, and uses SO2, CO2, and NOx emissions allowances.  At the end of each compliance period, PSNH is required to relinquish SO2, CO2, and NOx emissions allowances corresponding to the actual respective emissions emitted by its generating units over the compliance period.  SO2 and NOx emissions allowances are obtained through an annual allocation from the federal and state regulators that are granted at no cost and through purchases from third parties.  CO2 emissions allowances are obtained through an annual allocation from the state regulator that are granted at no cost and are acquired through auctions and through purchases from third parties.  


SO2, CO2, and NOxemissions allowances are recorded within Fuel, Materials and Supplies and are classified on the balance sheet as short-term or long-term depending on the period in which they are expected to be utilized against actual emissions.  As of December 31, 2013 and 2012, PSNH had $0.2 million and $0.4 million, respectively, of short-term SO2, CO2, and NOxemissions allowances classified as Fuel, Materials and Supplies and $19.4 million and $19.4 million, respectively, of long-term SO2 and CO2emissions allowances classified as Other Long-Term Assets on the balance sheets.  


SO2, CO2, and NOx emissions allowances are charged to expense based on their weighted average cost as they are utilized against emissions volumes at PSNH's generating units.  PSNHSO2, CO2, and NOxemissions allowances are recorded expenses of $0.3 million, $0.4 millionwithin Fuel, Materials and $5.1 million for the years ended December 31, 2013, 2012, and 2011, respectively, which were included in Purchased Power, Fuel and TransmissionSupplies on the statementsbalance sheet and are classified as short-term or long-term depending on the period in which they are expected to be utilized against actual emissions.  Current SO2 and CO2emissions allowances were classified as Fuel, Materials and Supplies on the balance sheets and long-term SO2 and CO2emissions allowances were classified as Other Long-Term Assets on the balance sheets.  


The carrying amount of income.  These costs or benefits are recovered from or refunded to customers through energy supply revenues.  For the year ended December 31, 2013, PSNH received $6.8 million in proceeds from the auction offuel, materials and supplies, RECs, and emission allowances resulting in a net benefit of $6.5 million.   were as follows:


 

 

As of December 31,

 

 

2015 

 

2014 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

NSTAR

 

 

(Millions of Dollars)

Eversource

 

Electric

 

PSNH

 

Eversource

 

Electric

 

PSNH

Current:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fuel

$

 152.5 

 

$

 -  

 

$

 103.4 

 

$

 164.3 

 

$

 -  

 

$

 95.1 

Materials and Supplies

 

 131.2 

 

 

 32.2 

 

 

 44.6 

 

 

 159.5 

 

 

 49.1 

 

 

 52.2 

RECs

 

 50.9 

 

 

 43.3 

 

 

 7.0 

 

 

 25.8 

 

 

 25.1 

 

 

 0.7 

Emission Allowances

 

 1.9 

 

 

 -  

 

 

 1.9 

 

 

 0.1 

 

 

 -  

 

 

 0.1 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-Term:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Emission Allowances

 

 17.5 

 

 

 -  

 

 

 17.5 

 

 

 20.1 

 

 

 -  

 

 

 20.1 


G.

Restricted Cash and Other Deposits

As of December 31, 2013, NU2015, Eversource, CL&P, NSTAR Electric and CL&PPSNH had $1.7$17.1 million, $0.7 million, $8.5 million and $1.4$1.5 million, respectively, of restricted cash relatingcollateral posted not subject to amounts held in escrow,master netting agreements, with ISO-NE related to energy purchase transactions, which werewas included in Prepayments and Other Current Assets on the balance sheets.  As of December 31, 2012,2014, these amounts were $3.3$9.9 million, $1.3$1.2 million and $1.7$2.5 million for NU,Eversource, CL&P and PSNH, respectively.


As of December 31, 2013 and 2012, NU had $17.9 million ($9 million of which related to NSTAR Electric) and $14.6 million, respectively, of cash collateral posted not subject to master netting agreements, primarily with ISO-NE, which were included in Prepayments and Other Current Assets on the balance sheets.


As of December 31, 2012, NU, NSTAR Electric, PSNH and WMECO had $69.4 million, $42.2 million, $22 million and $5.1 million, respectively, on deposit related to subsidiaries used for the payment of RRBs.  As of December 31, 2013, there were no deposits related to these RRB subsidiaries as NSTAR Electric, PSNH and WMECO made their final payments in the first half of 2013 and these deposit balances were fully utilized.  


H.

Fair Value Measurements

Fair value measurement guidance is applied to derivative contracts that are not elected or designated as "normal purchases or normal sales" (normal) and to the marketable securities held in trusts.  Fair value measurement guidance is also applied to investment valuations of the investments used to calculate the funded status of pension and PBOP plans, andthe nonrecurring fair value measurements of nonfinancial assets such as goodwill and AROs.  AROs, and the estimated fair value of preferred stock and long-term debt.


Fair Value Hierarchy:  In measuring fair value, NUEversource uses observable market data when available and minimizesin order to minimize 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.  NUEversource evaluates the



94



classification of assets and liabilities measured at fair value on a quarterly basis, and NU'sEversource'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:




110



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'sEversource's fair value measurements are described in Note 2, "Merger of NU and NSTAR," Note 5,4, "Derivative Instruments," Note 6,5, "Marketable Securities," Note 7,6, "Asset Retirement Obligations," Note 9A, "Employee Benefits – Pension Benefits and Postretirement Benefits Other Than Pensions," and Note 14,13, "Fair Value of Financial Instruments,"Instruments" to the financial statements.


I.

Derivative Accounting

Many of the Regulated companies' contracts for the purchase and sale of energy or energy-related products are derivatives.  The accounting treatment for energy contracts entered into varies and depends on the intended use of the particular contract and on whether or not the contract is a derivative.  For the Regulated companies, regulatory assets or regulatory liabilities are recorded to offset the fair values of derivative contracts, as costscontract settlements are recovered from, or refunded to, customers in future rates.


The application of derivative accounting is complex and requires management judgment in the following respects: identification of derivatives and embedded derivatives, election and designation of thea contract as normal, exception, and determination of the fair value of derivative contracts.  All of these judgments can have a significant impact on the financial statements.  


The judgment applied in the election of thea contract as normal exception (and resulting accrual accounting) includes the conclusion that it is probable at the inception of the contract and throughout its term that it will result in physical delivery of the underlying product and that the quantities will be used or sold by the business in the normal course of business.  If facts and circumstances change and management can no longer support this conclusion, then thea contract cannot be considered normal exception and accrual accounting is terminated, and fair value accounting is applied prospectively.  


The fair value of derivative contracts is based upon the contract terms and conditions and the underlying market price or fair value per unit.  When quantities are not specified in the contract, the Company determines whether the contract has a determinable quantity by using amounts referenced in default provisions and other relevant sections of the contract.  The fair value of derivative assets and liabilities with the same counterparty are offset and recorded as a net derivative asset or liability on the balance sheets.  Changes


All changes in the fair value of derivative contracts are recorded as regulatory assets or liabilities and do not impact net income.


For further information regarding derivative contracts, see Note 5,4, "Derivative Instruments," to the financial statements.


J.

Equity Method Investments

Equity investments are included in Other Long-Term Assets on the balance sheets and net earnings related to these equity investments are included in Other Income, Net on the statements of income.  


Regional Decommissioned Nuclear Companies:  CL&P, NSTAR Electric, PSNH and WMECO own common stock in three regional nuclear generation companies (CYAPC, YAEC and MYAPC, collectively referred to as the Yankee Companies), each of which owned a single nuclear generating facility that has been decommissioned.  Upon consummation of the merger with NSTAR, NSTAR Electric's ownership interests in CYAPC and YAEC combined with CL&P's, PSNH's and WMECO's respective ownership interests in CYAPC and YAEC totaled greater than 50 percent, requiring NU to consolidate CYAPC and YAEC beginning April 10, 2012.  The investments in CYAPC and YAEC had previously been accounted for under the equity method of accounting by NU.  For CL&P, NSTAR Electric, PSNH and WMECO, the investmentrespective investments in CYAPC, YAEC and YAEC, as well as MYAPC continues to beare accounted for under the equity method.  At the NU consolidated level, intercompanyEversource consolidates CYAPC and YAEC because 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.consolidation of the Eversource financial statements.


Ownership interests in the Yankee Companies as of December 31, 2013 and 2012 were as follows:


(Percent)

CYAPC

 

 

YAEC

 

 

MYAPC

 

CL&P

 34.5 

 

 

 24.5 

 

 

 12.0 

 

NSTAR Electric

 14.0 

 

 

 14.0 

 

 

 4.0 

 

PSNH

 5.0 

 

 

 7.0 

 

 

 5.0 

 

WMECO

 9.5 

 

 

 7.0 

 

 

 3.0 

 




111



The total carrying values of CL&P's, NSTAR Electric's, PSNH's and WMECO's ownership interests in CYAPC, YAECthe Yankee Companies and MYAPC,the total carrying values, which arewere included in Other Long-Term Assets on their respective balance sheets, were as follows:


As of December 31,

Ownership Interests (percent)

 

Carrying Amount (in millions)

(Millions of Dollars)

2013 

 

2012 

As of December 31, 2015 and 2014

 

As of December 31,

CYAPC

 

YAEC

 

MYAPC

 

2015 

 

2014 

CL&P

$

 1.2 

 

$

 1.4 

 34.5 

%

 

 24.5 

%

 

 12.0 

%

 

$

 1.2 

 

$

 1.2 

NSTAR Electric

 

 0.5 

 

 0.6 

 14.0 

 

 

 14.0 

 

 

 4.0 

 

 

 

 0.5 

 

 

 0.5 

PSNH

 

 0.3 

 

 0.3 

 5.0 

 

 

 7.0 

 

 

 5.0 

 

 

 

 0.3 

 

 

 0.3 

WMECO

 

 0.3 

 

 0.4 

 9.5 

 

 

 7.0 

 

 

 3.0 

 

 

 

 0.3 

 

 

 0.3 


For further information on the Yankee Companies, see Note 12C,11C, "Commitments and Contingencies - Contractual Obligations - Yankee Companies," to the financial statements.




95



Infrastructure and Other Investments: As of December 31, 20132015 and 2012, NU2014, Eversource had a 37.2 percent (14.5 percent of which related to NSTAR Electric)an equity ownership interest in two companies that transmit electricity imported from the Hydro-Québec system in Canada.  These investments are accounted for under the equity methodan energy investment fund of accounting.  NU’s investment totaled $5.1$30.3 million and $6$17.8 million, respectively.  Eversource had a 40 percent equity ownership interest in the Algonquin Gas Transmission, LLC (legal entity that owns Access Northeast assets) of $10.7 million as of December 31, 2013 and 2012, respectively, and NSTAR Electric's investment totaled $2 million and $2.3 million as of December 31, 2013 and 2012, respectively.  As of December 31, 2013 and 2012,NU also had an equity ownership interest of $9.8 million and $6.8 million in an energy investment fund, respectively.  


Equity investments are included in Other Long-Term Assets on the balance sheets and net earnings related to these equity investments are included in Other Income, Net on the statements of income.  2015.


K.

Revenues

Regulated Companies:Companies' Retail Revenues:  The Regulated companies' retail revenues are based on rates approved by their respective state regulatory commissions.  In general, rates can only be changed through formal proceedings with the state regulatory commissions.  The Regulated companies' rates are designed to recover the costs to provide service to their customers, includingand include a return on investment.  The Regulated companies also utilize regulatory commission-approved tracking mechanisms to recover certain costs on a fully-reconciling basis.  These tracking mechanisms require rates to be changed periodically with overcollections refunded to customers or undercollections collected from customers in future periods.ensure recovery of actual costs incurred.  


CL&P (effective December 1, 2014), WMECO, hasand NSTAR Gas (effective January 1, 2016), each have a regulatory commission approved revenue decoupling mechanismmechanism.  Distribution revenues are decoupled from customer sales volumes, which breaks the relationship between sales volumes and revenues recognized.  CL&P and WMECO reconcile their annual base distribution rate recovery to recover a pre-established levellevels of baseline distribution delivery service revenues per year, independentrevenues.  Any difference between the allowed level of distribution revenue and the actual customer usage.  Such decoupling mechanisms effectively breakamount incurred during a 12-month period is adjusted through rates in the relationship between kWhs consumed by customers and revenues recognized.following period.  


A significant portion of the Regulated companies' retail revenues relate to the recovery of costs incurred for the sale of electricity and natural gas purchased on behalf of customers.  These energy supply costs are recovered from customers in rates through cost tracking mechanisms.  Energy purchases are recorded in Purchased Power, Fuel and Transmission, and the sales of energy associated with these purchases are recorded in Operating Revenues.


Regulated Companies' Unbilled Revenues:  Because customers are billed throughout the month based on pre-determined cycles rather than on a calendar month basis, an estimate of electricity or natural gas delivered to customers for which the customers have not yet been billed is calculated as of the balance sheet date.  Unbilled revenues are included in Operating Revenues on the statements of income and are assetsin Current Assets on the balance sheets.  Actual amounts billed to customers when meter readings become available may vary from the estimated amount.


The Regulated companies estimate unbilled sales monthly using the daily load cycle method.  The daily load cycle method allocates billed sales to the current calendar month based on the daily load for each billing cycle.  The billed sales are subtracted from total month load, net of delivery losses, to estimate unbilled sales.  Unbilled revenues are estimated by first allocating unbilled sales to the respective customer classes, then applying an estimated rate by customer class to those sales.  The estimate of unbilled revenues can significantly impact the amount of revenues recorded at NSTAR Electric and PSNH because they do not have a revenue decoupling mechanism.  CL&P and WMECO record a regulatory deferral to reflect the actual allowed amount of revenue for decoupling.


Regulated Companies' Transmission Revenues - Wholesale Rates:  Wholesale transmission revenues are recovered through FERC approved formula rates.  Wholesale transmission revenues for CL&P, NSTAR Electric, PSNH, and WMECO are collected through a combination of regional and local rates, both of which are under the ISO New England Inc. Transmission, Markets and Services Tariff (ISO-NE Tariff).  The ISO-NE Tariff includes Regional Network Service (RNS) and, Schedule 21 - NU– ES rate schedules, thatwhich recover the costs of transmission and other transmission-related services for CL&P, PSNH and WMECO, and Schedule 21 - NSTAR rate schedules, thatwhich recover costs of transmission and other transmission-related services for NSTAR Electric.  The RNS rate, administered by ISO-NE and billed to all New England transmission load, including CL&P, NSTAR Electric, PSNH and WMECO's distribution businesses, is reset on June 1st of each year and recovers the revenue requirements associated with transmission facilitiesPool Transmission Facilities (PTF) that benefit the entire New England region.  The Schedule 21 - NU– ES rate and Schedule 21 - NSTAR rates,rate are administered by NU, recoversEversource and recover any PTF costs not recovered under RNS rates, as well as the remaindercost of transmission facilities associated with the transmission revenue requirements.respective utility's local system.  The Schedule 21 - NUES rate is reset on January 1st1st and June 1st1st of each year, while the Schedule 21 - NSTAR rate is reset on June 1st1st of each year.  The Schedule 21 - NU– ES rate and Schedule 21 - NSTAR rate calculations recover total transmission revenue requirements net of revenues received from other sources (i.e., RNS, rentals, etc.), thereby ensuring that NUEversource recovers all of CL&P's, NSTAR Electric’s, PSNH's and WMECO's regional and local transmission revenue requirements in accordance with the ISO-NE Tariff.  The RNS, Schedule 21 - NU– ES rate and Schedule 21 - NSTAR ratesrate provide for the annual reconciliation and recovery or refund of estimated costs to actual costs.  The financial impacts of differences between actual and estimated costs are deferred for future recovery from, or refunded to, transmission customers.  See Note 11E, "Commitments and Contingencies – FERC ROE Complaints," for complaints filed at the FERC relating to Eversource's ROE.


Regulated Companies' Transmission Revenues - Retail Rates:  A significant portion of the NUEversource transmission segment revenue comes from ISO-NE charges to the distribution businesses of CL&P, NSTAR Electric, PSNH and WMECO, each of which recovers these costs through rates charged to their retail customers.  CL&P, NSTAR Electric, PSNH and WMECO each have a retail transmission cost



112



tracking mechanism as part of their rates, which allows the electric distribution companies to charge their retail customers for transmission costs on a timely basis.


L.

Operating Expenses

Costs related to fuel and natural gas included in Purchased Power, Fuel and Transmission on the statements of income were as follows:


For the Years Ended December 31,

 

 

For the Years Ended December 31,

(Millions of Dollars)

2013 

 

2012 

 

2011 

 

 

2015 

 

2014 

 

2013 

NU -Natural Gas and Fuel (1)

$

 466.5 

 

$

 346.8 

 

$

 307.9 

 

 

Eversource - Natural Gas and Fuel

$

 516.7 

 

$

 599.4 

 

$

 466.5 

PSNH - Fuel

 

 104.8 

 

 103.4 

 

 115.9 

 

 

 

 85.4 

 

 113.4 

 

 104.8 

 

 

 

 

 

 

 

 

(1) NSTAR Gas natural gas costs were included in NU beginning April 10, 2012.




96



M.

Allowance for Funds Used During Construction

AFUDC represents the cost of borrowed and equity funds used to finance construction and is included in the cost of the Regulated companies' utility plant.plant on the balance sheet.  The portion of AFUDC attributable to borrowed funds is recorded as a reduction of Other Interest Expense, and the AFUDC related to equity funds is recorded as Other Income, Net on the statements of income.  AFUDC costs are recovered from customers over the service life of the related plant in the form of increased revenue collected as a result of higher depreciation expense.


NU

For the Years Ended December 31,

(Millions of Dollars, except percentages)

2013

 

2012(1)

 

2011 

AFUDC:

 

 

 

 

 

 

 

 

 

Borrowed Funds

$

4.1   

 

$

5.3   

 

$

11.8   

 

Equity Funds

 

7.1   

 

 

6.8   

 

 

22.5   

Total

$

11.2   

 

$

12.1   

 

$

34.3   

Average AFUDC Rate

 

2.7%

 

 

3.7%

 

 

7.3%

 

 

 

 

 

 

 

 

 

 

(1) NSTAR amounts were included in NU beginning April 10, 2012.

 


 

 

For the Years Ended December 31,

 

 

2013 

 

2012 

 

2011 

(Millions of Dollars,

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 except percentages)

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

AFUDC:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowed Funds

$

2.2   

 

$

0.5   

 

$

0.5   

 

$

0.5   

 

$

2.5   

 

$

0.3   

 

$

1.6   

 

$

0.5   

 

$

3.3   

 

$

0.2   

 

$

7.1   

 

$

0.5   

 

Equity Funds

 

2.9   

 

 

-   

 

 

0.2   

 

 

1.0   

 

 

1.9   

 

 

-   

 

 

1.9   

 

 

1.0   

 

 

6.0   

 

 

-   

 

 

13.2   

 

 

1.0   

Total

$

5.1   

 

$

0.5   

 

$

0.7   

 

$

1.5   

 

$

4.4   

 

$

0.3   

 

$

3.5   

 

$

1.5   

 

$

9.3   

 

$

0.2   

 

$

20.3   

 

$

1.5   

Average AFUDC Rate

 

3.7%

 

 

0.5%

 

 

1.1%

 

 

6.1%

 

 

3.6%

 

 

0.4%

 

 

5.9%

 

 

6.8%

 

 

8.3%

 

 

0.3%

 

 

7.1%

 

 

7.4%


The Regulated companies' average AFUDC rate is based on a FERC-prescribed formula using the cost of a company's short-term financings as well as a company'sand capitalization (preferred stock, long-term debt and common equity)., as appropriate.  The average rate is applied to average eligible CWIP amounts to calculate AFUDC.


AFUDC costs and the weighted-average AFUDC rates were as follows:


Eversource

For the Years Ended December 31,

(Millions of Dollars, except percentages)

2015

 

2014 

 

2013 

Borrowed Funds

$

7.2 

 

$

5.8 

 

$

4.1 

Equity Funds

 

18.8 

 

 

13.7 

 

 

7.1 

Total AFUDC

$

26.0 

 

$

19.5 

 

$

11.2 

Average AFUDC Rate

 

3.9%

 

 

3.4%

 

 

2.7%


 

 

For the Years Ended December 31,

 

 

2015 

 

2014 

 

2013 

(Millions of Dollars,

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 except percentages)

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

Borrowed Funds

$

 2.6 

 

$

 2.0 

 

$

 1.0 

 

$

 1.0 

 

$

 1.9 

 

$

 2.0 

 

$

 0.6 

 

$

 0.9 

 

$

 2.2 

 

$

 0.5 

 

$

 0.5 

 

$

 0.5 

Equity Funds

 

 5.2 

 

 

 4.3 

 

 

 1.2 

 

 

 1.7 

 

 

 2.9 

 

 

 3.8 

 

 

 0.6 

 

 

 1.7 

 

 

 2.9 

 

 

 -  

 

 

 0.2 

 

 

 1.0 

Total AFUDC

$

 7.8 

 

$

 6.3 

 

$

 2.2 

 

$

 2.7 

 

$

 4.8 

 

$

 5.8 

 

$

 1.2 

 

$

 2.6 

 

$

 5.1 

 

$

 0.5 

 

$

 0.7 

 

$

 1.5 

Average AFUDC Rate

 

5.5%

 

 

3.2%

 

 

1.8%

 

 

4.4%

 

 

3.4%

 

 

2.5%

 

 

1.8%

 

 

5.6%

 

 

3.7%

 

 

0.5%

 

 

1.1%

 

 

6.1%


N.

Other Income, Net

Items included within Other Income, Net on the statements of income primarily consist of investment income/(loss), interest income, AFUDC related to equity funds, and equity in earnings.earnings of equity method investees.  Investment income/(loss) primarily relatedrelates to the NU supplemental benefitdebt and equity securities held in trust.  For further information, see Note 6,5, "Marketable Securities," to the financial statements.  For further information on AFUDC related to equity funds, see Note 1M, "Summary of Significant Accounting Policies – Allowance for Funds Used During Construction," to the financial statements.  For further information on equity in earnings, see Note 1J, "Summary of Significant Accounting Policies – Equity Method Investments," to the financial statements.


O.

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 basisseparately with collections in Operating Revenues and with payments in Taxes Other Than Income Taxes on the statements of income as follows:


For the Years Ended December 31,

For the Years Ended December 31,

(Millions of Dollars)

2013 

 

2012 

 

2011 

2015 

 

2014 

 

2013 

NU

$

 144.1 

 

$

 135.0 

 

$

 137.8 

Eversource

$

 147.2 

 

$

 148.2 

 

$

 144.1 

CL&P

 

 128.2 

 

 120.7 

 

 121.6 

 

 128.5 

 

 127.9 

 

 128.2 


Certain sales taxes are also collected by NU'sAs agents for state and local governments, Eversource's companies that serve customers in Connecticut and Massachusetts as agents for state and local governments andcollect certain sales taxes that are recorded on a net basis with no impact on the statements of income.   


P.

Supplemental Cash Flow Information

 

 

 

 

 

 

 

 

 

 

 

 

Eversource

As of and For the Years Ended December 31,

(Millions of Dollars)

2015 

 

2014 

 

2013 

Cash Paid During the Year for:

 

 

 

 

 

 

 

 

 

Interest, Net of Amounts Capitalized

$

 365.9 

 

$

 349.6 

 

$

343.3 

 

Income Taxes

 

 10.3 

 

 

 334.2 

 

 

 50.0 

Non-Cash Investing Activities:

 

 

 

 

 

 

 

 

 

Plant Additions Included in Accounts Payable (As of)

 

 216.6 

 

 

 181.9 

 

 

193.1 


 

 

As of and For the Years Ended December 31,

 

 

2015 

 

2014 

 

2013 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

(Millions of Dollars)

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

Cash Paid/(Received) During the Year for:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest, Net of Amounts Capitalized

$

144.4 

 

$

75.7 

 

$

42.3 

 

$

26.7 

 

$

144.1 

 

$

75.3 

 

$

41.1 

 

$

25.9 

 

$

131.6 

 

$

75.8 

 

$

43.3 

 

$

25.8 

 

Income Taxes

 

55.2 

 

 

(19.8)

 

 

14.4 

 

 

14.7 

 

 

135.4 

 

 

217.1 

 

 

2.3 

 

 

25.1 

 

 

55.0 

 

 

163.4 

 

 

(30.1)

 

 

(69.0)

Non-Cash Investing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Plant Additions Included in
   Accounts Payable (As of)

 

76.0 

 

 

23.5 

 

 

46.5 

 

 

27.0 

 

 

63.5 

 

 

34.6 

 

 

39.3 

 

 

14.2 

 

 

51.4 

 

 

57.0 

 

 

34.9 

 

 

19.5 


113

97




The 2015 cash paid for interest excludes interest payments made by CL&P and WMECO in connection with the full satisfaction of their respective obligations to the DOE for the disposal of spent nuclear fuel and high-level radioactive waste.  For further information, see Note 8, "Long-Term Debt," to the financial statements.

P.

Supplemental Cash Flow Information

 

 

 

 

 

 

 

 

 

 

 

 

NU

As of and For the Years Ended December 31,

(Millions of Dollars)

2013 

 

2012(1)

 

2011 

Cash Paid/(Received) During the Year for:

 

 

 

 

 

 

 

 

 

Interest, Net of Amounts Capitalized

$

 343.3 

 

$

356.5 

 

$

 256.3 

 

Income Taxes

 

 50.0 

 

 

 (12.8)

 

 

 (76.6)

Non-Cash Investing Activities:

 

 

 

 

 

 

 

 

 

Plant Additions Included in Accounts Payable (As of)

 

 193.1 

 

 

160.6 

 

 

168.5 

 

 

 

 

 

 

 

 

 

 

 

 

(1) NSTAR amounts were included in NU beginning April 10, 2012.


 

 

As of and For the Years Ended December 31,

 

 

2013 

 

2012 

 

2011 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

(Millions of Dollars)

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

Cash Paid/(Received) During

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

the Year for:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest, Net of Amounts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Capitalized

$

131.6 

 

$

75.8 

 

$

43.3 

 

$

25.8 

 

$

129.4 

 

$

94.6 

 

$

49.8 

 

$

25.8 

 

$

 136.6 

 

$

96.1 

 

$

 49.3 

 

$

 22.1 

 

Income Taxes

 

55.0 

 

 

163.4 

 

 

(30.1)

 

 

(69.0)

 

 

(42.0)

 

 

88.1 

 

 

14.7 

 

 

(8.4)

 

 

 (27.5)

 

 

(62.2)

 

 

 (29.0)

 

 

 (4.9)

Non-Cash Investing Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Plant Additions Included in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Accounts Payable (As of)

 

51.4 

 

 

57.0 

 

 

34.9 

 

 

19.5 

 

 

42.8 

 

 

50.0 

 

 

16.8 

 

 

30.0 

 

 

 32.7 

 

 

34.3 

 

 

 51.1 

 

 

 61.3 


The mergerIn 2014, as a result of NU with NSTAR on April 10, 2012 represented a significant non-cash transaction.  Referdamages awarded to the Yankee Companies for spent nuclear fuel lawsuits against the DOE described in Note 2, "Merger11C, "Commitments and Contingencies - Contractual Obligations - Yankee Companies," Eversource received total proceeds of NU$132.1 million, which were net of $80.6 million in proceeds CYAPC and NSTAR," for further information on the purchase price of NSTAR.YAEC returned to non-affiliated member companies.  


Q.

Related Parties

NUSCO, NU'sEversource Service, Eversource's service company, provides centralized accounting, administrative, engineering, financial, information technology, legal, operational, planning, purchasing, and other services to NU'sEversource's companies.  RRR,The Rocky River Realty Company, Renewable Properties, Inc. and Properties, Inc., three other NUEversource subsidiaries, construct, acquire or lease some of the property and facilities used by NU'sEversource's companies.


As of both December 31, 20132015 and 2012,2014, CL&P, PSNH and WMECO had long-term receivables from NUSCOEversource Service in the amounts of $25 million, $3.8 million and $5.5 million, respectively, which were included in Other Long-Term Assets on the balance sheets.These amounts related to the funding of investments held in trust by NUSCOEversource Service in connection with certain postretirement benefits for CL&P, PSNH and WMECO employees and have been eliminated in consolidation on the NUEversource financial statements.


NSTAR Electric’s balance sheets included $64.2 million and $70.2 million in Payable to Affiliated Companies as of December 31, 2013 and 2012, respectively.  These amounts related to payments received from affiliates as a result of NSTAR Electric’s role as the acting sponsor of the NSTAR Pension Plan.


Included in the CL&P, NSTAR Electric, PSNH and WMECO balance sheets as of December 31, 20132015 and 20122014 were Accounts Receivable from Affiliated Companies and Accounts Payable to Affiliated Companies relating to transactions between CL&P, NSTAR Electric, PSNH and WMECO and other subsidiaries that are wholly ownedwholly-owned by NU.Eversource.  These amounts have been eliminated in consolidation on the NUEversource financial statements.


R.

Severance Benefits

DuringFor the years ended December 31, 2015, 2014 and 2013, NUEversource recorded severance benefit expensesexpense of $4.7 million, $15 million and $9.7 million, respectively, in connection with organizational and cost saving initiatives, and, in 2014, the partial outsourcing of information technology functions made as part of ongoing post-merger integration.functions.  As of December 31, 2013,2015 and 2014, the severance accrual totaled $14.7$9.3 million and $10.4 million, respectively, and was included in Other Current Liabilities on the balance sheet.  sheets.


2.

MERGER OF NU AND NSTAR


On April 10, 2012, NU acquired 100 percent of the outstanding common shares of NSTAR.  Pursuant to the terms and conditions of the Agreement and Plan of Merger, as amended, (the "Merger Agreement,") NSTAR and its subsidiaries became wholly-owned subsidiaries of NU.


NSTAR was a holding company engaged through its subsidiaries in the energy delivery business serving electric and natural gas distribution customers in Massachusetts.  As part of the merger, NSTAR shareholders received 1.312 NU common shares for each NSTAR common share owned (the "exchange ratio") as of the acquisition date.  The exchange ratio was structured to result in a no-premium merger based on the average closing share price of each company's common shares for the 20 trading days preceding the announcement of the merger in October 2010.  NU issued approximately 136 million common shares to the NSTAR shareholders as a result of the merger.  




114



Purchase Price:  Pursuant to the merger, all of the NSTAR common shares were exchanged at the fixed exchange ratio of 1.312 NU common shares for each NSTAR common share.  The total consideration transferred in the merger was based on the closing price of NU common shares on April 9, 2012, the day prior to the date the merger was completed, and was calculated as follows:


NSTAR common shares outstanding as of April 9, 2012 (in thousands)*

 103,696 

Exchange ratio

1.312 

NU common shares issued for NSTAR common shares outstanding (in thousands)

 136,049 

Closing price of NU common shares on April 9, 2012

$

36.79 

Value of common shares issued (in millions)

$

 5,005 

Fair value of NU replacement stock-based compensation awards related to

pre-merger service (in millions)

33 

Total purchase price (in millions)

$

 5,038 


*

Included 109 thousand shares related to NSTAR stock-based compensation awards that vested immediately prior to the merger.


Certain of NSTAR’s stock-based compensation awards, including deferred shares, performance shares and all outstanding stock options, were replaced with NU awards using the exchange ratio upon consummation of the merger.  In accordance with accounting guidance for business combinations, the portion of the fair value of these awards attributable to service provided prior to the merger was included in the purchase price as it represented consideration transferred in the merger.  See Note 10D, "Employee Benefits – Share-Based Payments," for further information.


Purchase Price Allocation:  The allocation of the total purchase price to the estimated fair values of the assets acquired and liabilities assumed was determined based on the accounting guidance for fair value measurements, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  The allocation of the total purchase price included adjustments to record the fair value of NSTAR’s unregulated telecommunications business, regulatory assets not earning a return, lease agreements, long-term debt and the preferred stock of NSTAR Electric.  The fair values of NSTAR's assets and liabilities were determined based on significant estimates and assumptions, including Level 3 inputs, that were judgmental in nature.  These estimates and assumptions included the timing and amounts of projected future cash flows and discount rates reflecting risk inherent in future cash flows.  


In accordance with accounting guidance for business combinations, the excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed was recognized as goodwill.  The allocation of the purchase price was as follows:


(Millions of Dollars)

Current Assets

$

 739 

Property Plant and Equipment, Net

 5,155 

Goodwill

 3,232 

Other Long-Term Assets, excluding Goodwill

 2,103 

Current Liabilities

 (1,330)

Long-Term Liabilities

 (2,723)

Long-Term Debt and Other Long-Term Obligations

 (2,099)

Noncontrolling Interest

 (39)

Total Purchase Price

$

 5,038 


The goodwill from the merger with NSTAR of $3.2 billion was allocated to NU's reporting units based on their estimated fair values.  NU's reporting units consist of Electric Distribution, Electric Transmission and Natural Gas Distribution.  See the "Goodwill" section below for the allocation of goodwill to each reporting unit.   


Pro Forma Financial Information:  The following unaudited pro forma financial information reflects the pro forma combined results of operations of NU and NSTAR and reflects the amortization of purchase price adjustments assuming the merger had taken place on January 1, 2011.  The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of the consolidated results of operations that would have been achieved or the future consolidated results of operations of NU.  


 

For the Years Ended December 31,

(Pro forma amounts in millions, except per share amounts)

2012 

 

2011 

Operating Revenues

$

7,004 

 

$

7,361 

Net Income Attributable to Controlling Interest

 

630 

 

 

689 

Basic EPS

 

2.00 

 

 

2.20 

Diluted EPS

 

1.99 

 

 

2.19 




115



Pro forma net income does not include potential cost savings associated with the merger.  Pro forma net income also excludes certain non-recurring merger costs and costs related to the Connecticut and Massachusetts merger settlement agreements described below, with the following aggregate after-tax impacts:


 

 

For the Years Ended December 31,

(Millions of Dollars)

2012 

 

2011 

Transaction and Other Costs

$

 32 

 

$

19 

Settlement Agreement Impacts

 

 60 

 

 

 - 

Total After-Tax Non-Recurring Costs Excluded from

 

 

 

 

 

 

Pro Forma Net Income Attributable to Controlling Interest

$

 92 

 

$

19 


Regulatory Approvals:  On February 15, 2012, NU and NSTAR reached comprehensive merger settlement agreements with the Massachusetts Attorney General and the DOER.  The Attorney General settlement agreement covered a variety of rate-making and rate design issues, including a base distribution rate freeze through 2015 for NSTAR Electric, NSTAR Gas and WMECO and $15 million, $3 million and $3 million in the form of rate credits to their respective customers.  The settlement agreement reached with the DOER covered the same rate-making and rate design issues as the Attorney General's settlement agreement, as well as a variety of matters impacting the advancement of Massachusetts clean energy policy established by the Green Communities Act and Global Warming Solutions Act.  On April 4, 2012, the DPU approved the settlement agreements and the merger of NU and NSTAR.


On March 13, 2012, NU and NSTAR reached a comprehensive merger settlement agreement with both the Connecticut Attorney General and the Connecticut Office of Consumer Counsel.  The settlement agreement covered a variety of matters, including a $25 million rate credit to CL&P customers, a CL&P base distribution rate freeze until December 1, 2014, and the establishment of a $15 million fund for energy efficiency and other initiatives to be disbursed at the direction of the DEEP.  In the agreement, CL&P agreed to forego rate recovery of $40 million of the deferred storm restoration costs associated with restoration activities following Tropical Storm Irene and the October 2011 snowstorm.  On April 2, 2012, the PURA approved the settlement agreement and the merger of NU and NSTAR.


The pre-tax financial impacts of the Connecticut and Massachusetts merger settlement agreements that were recognized in 2012 by NU, CL&P, NSTAR Electric, and WMECO are summarized as follows:


(Millions of Dollars)

NU

 

CL&P

 

NSTAR Electric

 

WMECO

Customer Rate Credits

$

 46 

 

$

 25 

 

$

15 

 

$

Storm Costs Deferral Reduction

 

 40 

 

 

 40 

 

 

 - 

 

 

 - 

Establishment of Energy Efficiency Fund

 

 15 

 

 

 - 

 

 

 - 

 

 

 - 

Total Pre-Tax Settlement Agreement Impacts

$

 101 

 

$

 65 

 

$

 15 

 

$

 3 


Goodwill:  In accordance with the accounting standards, goodwill is not subject to amortization.  However, goodwill is subject to fair value-based rules for measuring impairment, and resulting write-downs, if any, are charged to Operating Expenses.  These accounting standards require that goodwill be reviewed at least annually for impairment and whenever facts or circumstances indicate that there may be an impairment.  NU uses October 1st as the annual goodwill impairment testing date.  


On April 10, 2012, upon consummation of the merger with NSTAR, NU recorded approximately $3.2 billion of goodwill.  With the completion of the merger, NU reviewed its management structure and determined that the reporting units for the purpose of testing goodwill for impairment are Electric Distribution, Electric Transmission and Natural Gas Distribution.  NU's reporting units are consistent with the operating segments underlying the reportable segments identified in Note 21, "Segment Information," to the financial statements.  Accordingly, the goodwill resulting from the merger was allocated to the Electric Distribution, Electric Transmission and Natural Gas Distribution reporting units based on the estimated fair values of the reporting units as of the merger date.


Prior to the merger with NSTAR, the only reporting unit that maintained goodwill was the Natural Gas Distribution reportable segment related to the acquisition of the parent of Yankee Gas in 2000.  This goodwill was recorded at Yankee Gas.  The goodwill balance at Yankee Gas as of December 31, 2013 and 2012 was $0.3 billion.


NU completed its annual goodwill impairment test for each of its reporting units as of October 1, 2013 and determined that no impairment exists.  There were no events subsequent to October 1, 2013 that indicated impairment of goodwill.


The allocation of goodwill to NU's reporting units was as follows:


(Billions of Dollars)

 

Electric

 

Electric

 

Natural Gas

 

 

 

 

 

 

 

Distribution

 

Transmission

 

Distribution

 

Total

 

Balance as of December 31, 2011

 

$

 

$

 

$

0.3 

 

$

0.3 

 

 

Merger with NSTAR

 

 

2.5 

 

 

0.6 

 

 

0.1 

 

 

3.2 

 

Balance as of December 31, 2012

 

$

2.5 

 

$

0.6 

 

$

0.4 

 

$

3.5 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

There were no changes to the goodwill balance or the allocation of goodwill for the year ended December 31, 2013.




116



3.

REGULATORY ACCOUNTING


Eversource's Regulated companies are subject to rate-regulation that is based on cost recovery and meets the criteria for application of accounting guidance for rate-regulated operations, which considers the effect of regulation on the timing of the recognition of certain revenues and expenses.  The Regulated companies' financial statements reflect the effects of the rate-making process.  The rates charged to the customers of NU'sEversource's Regulated companies are designed to collect each company's costs to provide service, including a return on investment.  Therefore, the accounting policies of the Regulated companies reflect the application of accounting guidance for entities with rate-regulated operations and reflect the effects of the rate-making process.  


Management believes it is probable that each of the Regulated companies will recover their respective investments in long-lived assets, including regulatory assets.  If management were to determine that it could no longer apply the accounting guidance applicable to rate-regulated enterprises to any of the Regulated companies' operations, or thatif management could not conclude it is probable that costs would be recovered from customers 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 arewere as follows:


NU

As of December 31,

(Millions of Dollars)

2013 

 

2012 

Benefit Costs

$

 1,240.2 

 

$

 2,452.1 

Derivative Liabilities

 

 638.0 

 

 

 885.6 

Goodwill

 

 525.9 

 

 

 537.6 

Storm Restoration Costs

 

 589.6 

 

 

 547.7 

Income Taxes, Net

 

 626.2 

 

 

 516.2 

Securitized Assets

 

 - 

 

 

 232.6 

Contractual Obligations - Yankee Companies

 

 154.2 

 

 

 217.6 

Buy Out Agreements for Power Contracts

 

 70.2 

 

 

 92.9 

Regulatory Tracker Mechanisms

 

 323.4 

 

 

 190.1 

Other Regulatory Assets

 

 126.8 

 

 

 165.0 

Total Regulatory Assets

 

 4,294.5 

 

 

 5,837.4 

Less:  Current Portion

 

 535.8 

 

 

 705.0 

Total Long-Term Regulatory Assets

$

 3,758.7 

 

$

 5,132.4 


 

 

As of December 31,

 

 

2013 

 

2012 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

(Millions of Dollars)

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

Benefit Costs

$

 297.7 

 

 496.7 

 

$

 100.6 

 

$

 57.3 

 

$

 563.2 

 

 781.2 

 

$

 223.7 

 

$

 116.0 

Derivative Liabilities

 

 630.4 

 

 

 7.7 

 

 

 - 

 

 

 - 

 

 

 866.2 

 

 

 14.9 

 

 

 - 

 

 

 3.0 

Goodwill

 

 - 

 

 

 451.5 

 

 

 - 

 

 

 - 

 

 

 - 

 

 

 461.5 

 

 

 - 

 

 

 - 

Storm Restoration Costs

 

 397.8 

 

 

 109.3 

 

 

 43.7 

 

 

 38.8 

 

 

 413.9 

 

 

 55.8 

 

 

 34.5 

 

 

 43.5 

Income Taxes, Net

 

 415.5 

 

 

 84.0 

 

 

 40.3 

 

 

 43.7 

 

 

 367.5 

 

 

 47.1 

 

 

 36.2 

 

 

 31.0 

Securitized Assets

 

 - 

 

 

 - 

 

 

 - 

 

 

 - 

 

 

 - 

 

 

 205.1 

 

 

 19.7 

 

 

 7.8 

Contractual Obligations -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Yankee Companies

 

 19.8 

 

 

 6.2 

 

 

 - 

 

 

 4.5 

 

 

 64.0 

 

 

 22.8 

 

 

 - 

 

 

 14.9 

Buy Out Agreements for Power Contracts

 

 - 

 

 

 64.7 

 

 

 5.5 

 

 

 - 

 

 

 - 

 

 

 85.9 

 

 

 7.0 

 

 

 - 

Regulatory Tracker Mechanisms

 

 8.0 

 

 

 169.5 

 

 

 83.3 

 

 

 32.6 

 

 

 12.2 

 

 

 71.4 

 

 

 49.3 

 

 

 31.9 

Other Regulatory Assets

 

 44.8 

 

 

 49.7 

 

 

 38.1 

 

 

 12.2 

 

 

 57.3 

 

 

 46.3 

 

 

 43.6 

 

 

 16.1 

Total Regulatory Assets

 

 1,814.0 

 

 

 1,439.3 

 

 

 311.5 

 

 

 189.1 

 

 

 2,344.3 

 

 

 1,792.0 

 

 

 414.0 

 

 

 264.2 

Less:  Current Portion

 

 150.9 

 

 

 204.1 

 

 

 92.2 

 

 

 43.0 

 

 

 185.9 

 

 

 347.1 

 

 

 62.9 

 

 

 42.4 

Total Long-Term Regulatory Assets

$

 1,663.1 

 

 1,235.2 

 

$

 219.3 

 

$

 146.1 

 

$

 2,158.4 

 

 1,444.9 

 

$

 351.1 

 

$

 221.8 


Regulatory Costs in Other Long-Term Assets:  The Regulated companies had $65.1 million ($7.3 million for CL&P, $33.4 million for NSTAR Electric, and $10.1 million for WMECO) and $69.9 million ($3.9 million for CL&P, $25.4 million for NSTAR Electric, $35.7 million for PSNH, and $1.4 million for WMECO) of additional regulatory costs as of December 31, 2013 and 2012, respectively, that were included in Other Long-Term Assets on the balance sheets.  These amounts represent incurred costs for which recovery has not yet been specifically approved by the applicable regulatory agency.  However, based on regulatory policies or past precedent on similar costs, management believes it is probable that these costs will ultimately be approved and recovered from customers in rates.


The PSNH balance as of December 31, 2012 primarily related to storm restoration costs incurred for Tropical Storm Irene, the October 2011 snowstorm and Storm Sandy that met the NHPUC criteria for cost deferral and recovery.  Refer to the "Storm Restoration Costs" section in this Note for further discussion.  The NSTAR Electric balance as of December 31, 2013 and 2012 primarily related to costs deferred in connection with the basic service bad debt adder.  See Note 12G, "Commitments and Contingencies – Basic Service Bad Debt Adder," for further information.


Equity Return on Regulatory Assets:  For rate-making purposes, the Regulated companies recover the carrying cost related to their regulatory assets.  For certain regulatory assets, the carrying cost recovered includes an equity return component.  This equity return, which is not recorded on the balance sheets, totaled $1.9 million and $2.5 million for CL&P and $33.1 million and $21.8 million for PSNH as of December 31, 2013 and 2012, respectively.  These carrying costs will be recovered from customers in future rates.  

Eversource

As of December 31,

(Millions of Dollars)

2015 

 

2014 

Benefit Costs

$

 1,828.2 

 

$

 2,016.0 

Derivative Liabilities

 

 388.0 

 

 

 425.5 

Income Taxes, Net

 

 650.9 

 

 

 635.3 

Storm Restoration Costs

 

 436.9 

 

 

 502.8 

Goodwill-related

 

 484.9 

 

 

 505.4 

Regulatory Tracker Mechanisms

 

 526.5 

 

 

 350.5 

Contractual Obligations - Yankee Companies

 

 134.4 

 

 

 123.8 

Other Regulatory Assets

 

 134.0 

 

 

 167.3 

Total Regulatory Assets

 

 4,583.8 

 

 

 4,726.6 

Less:  Current Portion

 

 845.8 

 

 

 672.5 

Total Long-Term Regulatory Assets

$

 3,738.0 

 

$

 4,054.1 




11798



Regulatory Assets - The following provides further information about regulatory assets:

 

 

As of December 31,

 

 

2015 

 

2014 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

(Millions of Dollars)

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

Benefit Costs

$

 413.6 

 

$

 479.9 

 

$

 164.2 

 

$

 84.9 

 

$

 445.4 

 

$

 515.9 

 

$

 174.3 

 

$

 85.0 

Derivative Liabilities

 

 380.8 

 

 

 1.3 

 

 

 - 

 

 

 - 

 

 

 410.9 

 

 

 4.5 

 

 

 - 

 

 

 - 

Income Taxes, Net

 

 444.4 

 

 

 85.7 

 

 

 34.5 

 

 

 31.8 

 

 

 437.7 

 

 

 83.7 

 

 

 38.0 

 

 

 35.5 

Storm Restoration Costs

 

 271.4 

 

 

 110.9 

 

 

 31.5 

 

 

 23.1 

 

 

 319.6 

 

 

 103.7 

 

 

 47.7 

 

 

 31.8 

Goodwill-related

 

 - 

 

 

 416.3 

 

 

 - 

 

 

 - 

 

 

 - 

 

 

 433.9 

 

 

 - 

 

 

 - 

Regulatory Tracker Mechanisms

 

 45.1 

 

 

 311.0 

 

 

 101.2 

 

 

 40.1 

 

 

 16.1 

 

 

 141.4 

 

 

 103.5 

 

 

 33.0 

Other Regulatory Assets

 

 82.0 

 

 

 56.3 

 

 

 31.5 

 

 

 11.3 

 

 

 66.1 

 

 

 94.7 

 

 

 41.3 

 

 

 12.9 

Total Regulatory Assets

 

 1,637.3 

 

 

 1,461.4 

 

 

 362.9 

 

 

 191.2 

 

 

 1,695.8 

 

 

 1,377.8 

 

 

 404.8 

 

 

 198.2 

Less:  Current Portion

 

 268.3 

 

 

 348.4 

 

 

 105.0 

 

 

 56.2 

 

 

 220.3 

 

 

 198.7 

 

 

 111.7 

 

 

 51.9 

Total Long-Term Regulatory Assets

$

 1,369.0 

 

$

 1,113.0 

 

$

 257.9 

 

$

 135.0 

 

$

 1,475.5 

 

$

 1,179.1 

 

$

 293.1 

 

$

 146.3 


Benefit Costs: NU's Eversource's Pension, SERP and PBOP Plans are accounted for in accordance with accounting guidance on defined benefit pension and other postretirementPBOP plans.  BecauseThe liability recorded by the Regulated companies recoverto recognize the funded status of their retiree benefit costs from customers through rates,plans is offset by a regulatory assets are recordedasset in lieu of a charge to Accumulated Other Comprehensive Income/(Loss), reflecting ultimate recovery from customers through rates.  The regulatory asset is amortized as the actuarial gains and losses and prior service cost are amortized to reflect the liability that is recognizednet periodic benefit cost for the funded status of the pension and other postretirement plans and isPBOP plans.  All amounts are remeasured annually.  Regulatory accounting wasis also applied to the portions of NU'sEversource's service company costs that support the Regulated companies, as these amounts are also recoverable.  CL&P, NSTAR Electric, PSNH and WMECOAs these regulatory assets do not collectrepresent a cash outlay for the Regulated companies, no carrying charges on these benefit costs regulatory assets.  charge is recovered from customers.


CL&P, NSTAR Electric, PSNH and WMECO recover benefit costs related to their distribution and transmission operations from customers in rates as allowed by their applicable regulatory commissions.  NSTAR Electric and WMECO each recover their qualified pension and postretirementPBOP expenses related to distribution operations through rate reconciling mechanisms that fully track the change in net pension and postretirementPBOP expenses each year.  NSTAR Electric earns a carrying charge on the excess cumulative benefit plan trust fund contributions it has made over what it has cumulatively recognized as net periodic benefit expense, net of deferred income taxes.  As of December 31, 2013 and 2012, these balances were $379.9 million and $366.8 million of the total benefit costs regulatory asset, respectively.  


Derivative Liabilities:  Regulatory assets are recorded as an offset to derivative liabilities and relate to the fair value of contracts used to purchase energy and energy-related products that will be recovered from customers in future rates.  See Note 5, "Derivative Instruments," to the financial statements for further information.  These assets are excluded from rate base and are being recovered as the actual settlements occur over the duration of the contracts.  See Note 4, "Derivative Instruments," to the financial statements for further information on these contracts.


Goodwill:  The goodwill regulatory asset originated from the transaction that created NSTAR in 1999.  This regulatory asset is currently being amortized and recovered from customers in rates without a carrying charge over a 40-year period (as of December 31, 2013, there were 26 years of amortization remaining).


Storm Restoration Costs:  The storm restoration cost deferrals relate to costs incurred at CL&P, NSTAR Electric, PSNH and WMECO that each company expects to recover from customers.  A storm must meet certain criteria to be declared a major storm with the criteria specific to each state jurisdiction and utility company as follows:  


·

Connecticut - qualifying storm restoration costs must exceed $5 million for a storm to be declared a major storm;  

·

Massachusetts - qualifying storm restoration costs must exceed $1 million for NSTAR Electric and $300,000 for WMECO and an emergency response plan must be initiated for a storm to be declared a major storm; and

·

New Hampshire - For a storm to be declared a major storm: (1) at least 10 percent of customers must be without power with at least 200 concurrent locations requiring repairs (trouble spots), or (2) at least 300 concurrent trouble spots must be reported.


Once a storm is declared major, all qualifying expenses prudently incurred during storm restoration efforts are deferred and recovered from customers.


In addition to storm restoration costs, PSNH is allowed recovery of prudently incurred storm pre-staging costs in accordance with NHPUC regulation.


In 2013, 2012 and 2011, CL&P, NSTAR Electric, PSNH and WMECO experienced significant storms, including Tropical Storm Irene, the October 2011 snowstorm, Storm Sandy, and the February 2013 blizzard. As a result of these storm events, each Company suffered extensive damage to its distribution and transmission systems resulting in customer outages, which required the incurrence of costs to repair damage and restore customer service.  The storm restoration cost regulatory asset balance at CL&P, NSTAR Electric, PSNH and WMECO reflects costs incurred for major storm events.  Management believes the storm restoration costs were prudent and meet the criteria for specific cost recovery in Connecticut, Massachusetts and New Hampshire and as a result, are probable of recovery.  


Storm Filings:  Each electric utility is seeking recovery of its deferred storm restoration costs through its applicable regulatory recovery process.  


On February 3, 2014, the PURA issued a draft decision on CL&P’s request to recover storm restoration costs associated with five major storms, all of which occurred in 2011 and 2012.  In its draft decision, the PURA approved recovery of $365 million of deferred storm restoration costs and ordered CL&P to capitalize approximately $18 million of the deferred storm restoration costs as utility plant, which will be included in depreciation expense in future rate proceedings.  PURA will allow recovery of the $365 million with carrying charges in CL&P’s distribution rates over a six-year period beginning December 1, 2014.  The remaining costs were either disallowed or are probable of recovery in future rates and did not have a material impact on CL&P’s financial position, results of operations or cash flows.


On December 30, 2013, the DPU approved NSTAR Electric’s request to recover storm restoration costs, plus carrying costs, related to Tropical Storm Irene and the October 2011 snowstorm.  The DPU approved recovery of $34.2 million of the $38 million requested costs.  NSTAR Electric will recover these costs, plus carrying costs, in its distribution rates over a five-year period beginning on January 1, 2014.  




118



On June 27, 2013, the NHPUC approved an increase to PSNH’s distribution rates effective July 1, 2013, which included a $5 million increase to the current level of funding for the major storm cost reserve.  The major storm cost reserve is used to offset the storm restoration cost regulatory asset.  


On August 30, 2013, WMECO submitted its 2013 Annual Storm Reserve Recovery Cost Adjustment (SRRCA) filing to begin recovering the restoration costs associated with the October 2011 snowstorm and Storm Sandy.  On December 20, 2013, the DPU approved the 2013 Annual SRRCA filing for effect on January 1, 2014, subject to further review and reconciliation.  


Income Taxes, Net:  The tax effect of temporary book-tax differences (differences between the periods in which transactions affect income in the financial statements and the periods in which they affect the determination of taxable income, including those differences relating to uncertain tax positions) is accounted for in accordance with the rate-making treatment of the applicable regulatory commissions and accounting guidance for income taxes.  Differences in income taxes between the accounting guidance and the rate-making treatment of the applicable regulatory commissions are recorded as regulatory assets.  As these assets are offset by deferred income tax liabilities, no carrying charge is collected.  The amortization period of these assets varies depending on the nature and/or remaining life of the underlying assets and liabilities.   For further information regarding income taxes, see Note 11,10, "Income Taxes," to the financial statements.  


Storm Restoration Costs:Securitized Assets:  NSTAR Electric's securitized regulatory asset balance primarily includedThe storm restoration cost deferrals relate to costs related to purchase power contract divestitures and certain costs related to NSTAR Electric’s former generation business that were recovered with a return through the transition charge and amounted to $186.1 million as of December 31, 2012.  These costs were fully recovered from customers in 2013.  


The securitized regulatory asset balance as of December 31, 2012 also included proceeds received from the issuance of RRBsincurred for major storm events at CL&P, NSTAR Electric, PSNH and WMECO that each company expects to recover from customers.  A storm must meet certain criteria to qualify as a major storm with the criteria specific to each state jurisdiction and utility company.  Once a storm qualifies as a major storm, all qualifying expenses incurred during storm restoration efforts are deferred and recovered from customers.  In addition to storm restoration costs, CL&P and PSNH are each allowed to recover pre-staging storm costs.  Of the total deferred storm restoration costs, $197 million is pending regulatory approval (including $106 million at NSTAR Electric, $61 million at PSNH, and $30 million at WMECO).  Management believes the storm restoration costs were usedprudent and meet the criteria for specific cost recovery in Connecticut, Massachusetts and New Hampshire, and that recovery from customers is probable through the applicable regulatory recovery process.  Each electric utility has sought, or is seeking, recovery of its deferred storm restoration costs through its applicable regulatory recovery process.    Each electric utility company earns a return on its deferred storm restoration cost regulatory asset balance.  


Goodwill-related:  The goodwill regulatory asset originated from a 1999 merger transaction and the DPU allowed its recovery in NSTAR Electric and NSTAR Gas rates.  This regulatory asset is currently being amortized and recovered from customers in rates without a carrying charge over a 40-year period, and, as of December 31, 2015, there were 24 years of amortization remaining.


Regulatory Tracker Mechanisms:The Regulated companies’ approved rates are designed to buy out or buy down purchase power contracts.recover their costs incurred to provide service to customers.  The collateralized amounts reflectedRegulated companies recover certain of their costs on a fully-reconciling basis through regulatory commission-approved tracking mechanisms.  The differences between the costs incurred (or the rate recovery allowed) and the actual revenues are recorded as securitized regulatory assets for(for undercollections) or as regulatory liabilities (for overcollections) to be included in future customer rates each year.  Carrying charges are recorded on all material regulatory tracker mechanisms.


CL&P, NSTAR Electric, PSNH and WMECO each recover, on a fully reconciling basis, the costs associated with the procurement of energy, transmission related costs from FERC-approved transmission tariffs, energy efficiency programs (including LBR at NSTAR Electric), low income assistance programs, certain uncollectible accounts receivable for hardship customers, and restructuring and stranded costs as a result of December 31, 2012 were $14.1 million, $19.7 millionderegulation.  Energy procurement costs at PSNH include the costs related to its generating stations and $7.8 million, respectively.  As of December 31, 2013, NSTAR Electric's, PSNH's and WMECO's RRBs were fully redeemed andat WMECO include the costs related regulatory assets were fully recovered from customers.to its solar generation.  




99



CL&P (effective December 1, 2014) and WMECO each have a regulatory commission approved revenue decoupling mechanism.  Distribution revenues are decoupled from customer sales volumes, which breaks the relationship between sales volumes and revenues recognized.  CL&P and WMECO reconcile their annual base distribution rate recovery to pre-established levels of baseline distribution delivery service revenues.  Any difference between the allowed level of distribution revenue and the actual amount received during a 12-month period is adjusted through rates in the following period.  CL&P and WMECO's revenue decoupling mechanisms permit recovery of an annual base amount of distribution revenues of $1.059 billion and $132.4 million, respectively.


Contractual Obligations - Yankee Companies: CL&P, NSTAR Electric, PSNH and WMECO are responsible for their proportionate share of the remaining costs of the CYAPC, YAEC and MYAPC nuclear facilities, including decommissioning.nuclear fuel storage.  A portion of these amountscosts was recorded as a regulatory asset.  Amounts for CL&P are earning a return and are being recovered through the CTA.  Amounts for NSTAR Electric and WMECO are being recovered without a return through the transition charge.  Amounts for PSNH were fully recovered in 2006.  As a result of NU'sEversource's consolidation of CYAPC and YAEC, NU'sEversource's regulatory asset balance also includes the regulatory assets of CYAPC and YAEC, which totalled $129.8totaled $110.9 million and $214$97.8 million as of December 31, 20132015 and 2012,2014, respectively.  At the NU consolidated level, intercompanyIntercompany transactions between CL&P, NSTAR Electric, PSNH and WMECO and the CYAPC and YAEC companies have been eliminated in consolidation.consolidation of the Eversource financial statements.


Buy Out Agreements for Power Contracts:  NSTAR Electric's balance represents the contract termination liability related to certain purchase power contract buy out agreements that were executed in 2004.  The contracts’ termination payments occur through September 2016 and are collected from customers through NSTAR Electric’s transition charge over the same period.  Therefore, NSTAR Electric does not earn a return on this regulatory asset.  PSNH's balance represents payments associated with the termination of various power purchase contracts that were recorded as regulatory assets and are amortized over the remaining life of the contracts.


Regulatory Tracker Mechanisms:  The Regulated companies’ approved rates are designed to recover their incurred costs to provide service to customers.  The Regulated companies are permitted to recover certain of their costs on a fully-reconciling basis through regulatory commission-approved tracking mechanisms.  The difference between the costs incurred (or the rate recovery allowed) and the actual revenues is recorded as regulatory assets (for undercollections) or regulatory liabilities (for overcollections) to be included in future customer rates each year.  Carrying charges are recorded on all material regulatory tracker mechanisms.


CL&P, NSTAR Electric, PSNH and WMECO each recover the costs associated with the procurement of energy, transmission related costs from FERC-approved transmission tariffs, energy efficiency programs, low income assistance programs, and restructuring and stranded costs as a result of deregulation, on a fully reconciling basis.  Energy procurement costs at PSNH include the costs related to its generating stations.  


WMECO’s distribution revenue is decoupled from its customer sales volume.  WMECO reconciles its annual base distribution rate recovery to a pre-established level of baseline distribution delivery service revenue.  Any difference between the allowed level of distribution revenue and the actual amount incurred in a calendar year is adjusted through rates in the following year.


Other Regulatory Assets:  Other Regulatory Assets primarily include asset retirement obligations, environmental remediation costs, losses associated with the reacquisition or redemption of long-term debt, purchase power contract termination costs and various other items, partially offsetitems.


Regulatory Costs in Other Long-Term Assets:  The Regulated companies had $75.3 million (including $3.1 million for CL&P, $35.4 million for NSTAR Electric, $4.8 million for PSNH and $16.7 million for WMECO) and $60.5 million (including $1.3 million for CL&P, $33.2 million for NSTAR Electric, $0.9 million for PSNH, and $11 million for WMECO) of additional regulatory costs as of December 31, 2015 and 2014, respectively, that were included in Other Long-Term Assets on the balance sheets.  These amounts represent incurred costs for which recovery has not yet been specifically approved by purchase price adjustments recordedthe applicable regulatory agency.  However, based on regulatory policies or past precedent on similar costs, management believes it is probable that these costs will ultimately be approved and recovered from customers in rates.  The NSTAR Electric balance as of December 31, 2015 and 2014 primarily related to the deferral of certain bad debt costs expected to be recovered in future rates.    


Equity Return on Regulatory Assets in connection with the merger with NSTAR.   The ARO costs associated with the depreciation ofAssets:  For rate-making purposes, the Regulated companies' ARO assets and accretion ofcompanies recover the ARO liabilities are recorded ascarrying costs related to their regulatory assets.  For CL&P, NSTAR Electric and WMECO, ARO assets,certain regulatory assets, the carrying cost recovered includes an equity return component.  This equity return, which is not recorded on the balance sheets, totaled $1.5 million and liabilities offset$1.7 million for CL&P as of December 31, 2015 and are excluded2014, respectively.  These carrying costs will be recovered from rate base.  PSNH's ARO assets, regulatory assets and liabilities are includedcustomers in rate base; these costs are being recovered over the life of the underlying property, plant and equipment.future rates.  




119


As of December 31, 2015 and 2014, this equity return, which is not recorded on the balance sheets, totaled $48.3 million and $43.3 million, respectively, for PSNH.  These amounts include $25 million of equity return on the Clean Air Project costs that PSNH has agreed not to bill customers pending NHPUC approval of a generation divestiture settlement agreement.  For further information on the divestiture, see Note 11H, "Commitments and Contingencies – PSNH Generation Restructuring."  


Regulatory Liabilities:  The components of regulatory liabilities arewere as follows:


NU

As of December 31,

Eversource

As of December 31,

(Millions of Dollars)

2013 

 

2012 

2015 

 

2014 

Cost of Removal

$

 435.1 

 

$

 440.8 

$

 437.1 

 

$

 439.9 

Regulatory Tracker Mechanisms

 

 151.2 

 

 95.1 

 

 99.7 

 

 192.3 

AFUDC – Transmission

 

 68.1 

 

 70.0 

AFUDC - Transmission

 

 66.1 

 

 67.1 

Other Regulatory Liabilities

 

 52.9 

 

 

 68.4 

 

 18.5 

 

 

 50.8 

Total Regulatory Liabilities

 

 707.3 

 

 674.3 

 

 621.4 

 

 750.1 

Less: Current Portion

 

 204.3 

 

 

 134.1 

 

 107.8 

 

 

 235.0 

Total Long-Term Regulatory Liabilities

$

 503.0 

 

$

 540.2 

$

 513.6 

 

$

 515.1 


 

As of December 31,

 

As of December 31,

 

2013 

 

2012 

 

2015 

 

2014 

 

 

 

NSTAR

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

NSTAR

 

 

 

 

(Millions of Dollars)

(Millions of Dollars)

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

(Millions of Dollars)

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

Cost of Removal

Cost of Removal

$

 29.1 

 

$

 250.0 

 

$

 49.7 

 

$

 - 

 

$

 44.2 

 

$

 240.3 

 

$

 51.2 

 

$

 - 

Cost of Removal

$

 24.1 

 

$

 257.4 

 

$

 47.2 

 

$

 2.8 

 

$

 19.7 

 

$

 258.3 

 

$

 50.3 

 

$

 1.1 

Regulatory Tracker Mechanisms

Regulatory Tracker Mechanisms

 

 95.6 

 

 

 21.9 

 

 

 21.6 

 

 

 21.1 

 

 

 39.1 

 

 

 14.4 

 

 

 20.4 

 

 

 19.0 

Regulatory Tracker Mechanisms

 

 56.2 

 

 

 3.3 

 

 

 3.4 

 

 

 12.9 

 

 

 122.6 

 

 

 20.7 

 

 

 14.2 

 

 

 22.3 

AFUDC – Transmission

 

 54.7 

 

 

 4.1 

 

 

 - 

 

 

 9.3 

 

 

 56.6 

 

 

 4.1 

 

 

 - 

 

 

 9.3 

AFUDC - Transmission

 

 51.5 

 

 

 5.7 

 

 

 - 

 

 

 8.9 

 

 

 53.6 

 

 

 4.4 

 

 

 - 

 

 

 9.1 

Other Regulatory Liabilities

Other Regulatory Liabilities

 

 8.4 

 

 

 31.1 

 

 

 1.0 

 

 

 3.4 

 

 

 16.5 

 

 

 32.9 

 

 

 3.8 

 

 

 2.4 

Other Regulatory Liabilities

 

 4.2 

 

 

 1.3 

 

 

 4.2 

 

 

 0.1 

 

 

 10.1 

 

 

 28.9 

 

 

 2.9 

 

 

 0.8 

Total Regulatory Liabilities

Total Regulatory Liabilities

 

 187.8 

 

 

 307.1 

 

 

 72.3 

 

 

 33.8 

 

 

 156.4 

 

 

 291.7 

 

 

 75.4 

 

 

 30.7 

Total Regulatory Liabilities

 

 136.0 

 

 

 267.7 

 

 

 54.8 

 

 

 24.7 

 

 

 206.0 

 

 

 312.3 

 

 

 67.4 

 

 

 33.3 

Less: Current Portion

Less: Current Portion

 

 94.0 

 

 

 54.0 

 

 

 20.6 

 

 

 19.9 

 

 

 32.1 

 

 

 47.5 

 

 

 23.0 

 

 

 21.0 

Less: Current Portion

 

 61.2 

 

 

 3.3 

 

 

 6.9 

 

 

 13.1 

 

 

 124.7 

 

 

 49.6 

 

 

 16.0 

 

 

 22.5 

Total Long-Term Regulatory Liabilities

Total Long-Term Regulatory Liabilities

$

 93.8 

 

$

 253.1 

 

$

 51.7 

 

$

 13.9 

 

$

 124.3 

 

$

 244.2 

 

$

 52.4 

 

$

 9.7 

Total Long-Term Regulatory Liabilities

$

 74.8 

 

$

 264.4 

 

$

 47.9 

 

$

 11.6 

 

$

 81.3 

 

$

 262.7 

 

$

 51.4 

 

$

 10.8 


Cost of Removal:  NU's  Eversource's Regulated companies currently recover amounts in rates for future costs of removal of plant assets over the lives of the assets.  The estimated cost to remove utility assets from service is recognized as a component of depreciation expense and the cumulative amountsamount collected from customers but not yet expended is recognized as a regulatory liability.  Expended costs that exceed amounts collected from customers are recognized as regulatory assets, as they are probable of recovery in future rates.


AFUDC - Transmission:  AFUDC was  Regulatory liabilities were recorded by CL&P and WMECO for their NEEWSAFUDC accrued on certain reliability-related transmission projects to reflect local rate base recovery as a result of a FERC-approved transmission tariff.  A regulatory liability was recorded by NSTAR Electric for AFUDC accrued on certain reliability-related transmission projects through MayDecember 31, 2011, all2015 to reflect local rate base recovery.  These regulatory liabilities for CL&P, NSTAR Electric and WMECO will be amortized over the depreciable life of the related transmission assets.



100




2015 Regulatory Developments:

FERC ROE Complaints:  As a result of the actions taken by the FERC and other developments in the pending ROE complaint proceedings described in Note 11E, "Commitments and Contingencies – FERC ROE Complaints," Eversource recorded reserves for the first and second ROE complaints, which was reservedwere recorded as a regulatory liability and as a reduction to reflect rate baseoperating revenues.  The cumulative pre-tax reserves (excluding interest) as of December 31, 2015, which include the impact of refunds given to customers, totaled $39.1 million for Eversource (including $21.4 million for CL&P, $8.5 million for NSTAR Electric, $3.1 million for PSNH, and $6.1 million for WMECO).   


NSTAR Electric and NSTAR Gas Comprehensive Settlement Agreement:  On March 2, 2015, the DPU approved the comprehensive settlement agreement between NSTAR Electric, NSTAR Gas and the Massachusetts Attorney General (the "Settlement") as filed with the DPU on December 31, 2014.  The Settlement resolved the outstanding NSTAR Electric CPSL program filings for 2006 through 2011, the NSTAR Electric and NSTAR Gas PAM and energy efficiency-related customer billing adjustments reported in 2012, and the recovery of LBR related to NSTAR Electric's energy efficiency programs for 100 percent of the CWIP2009 through 2011 (11 dockets in total).  In 2015, as a result of FERC-approved transmission incentives.  Effective June 1, 2011, FERC approved changes to the ISO-NE Tariff inDPU order, to include 100 percent of the NEEWS CWIP in regional rate base.  As a result, CL&P and WMECO no longer record AFUDC on NEEWS CWIP. NSTAR Electric recorded AFUDC on reliability-related projects over $5and NSTAR Gas commenced refunding a combined $44.7 million through December 31, 2013, 50 percent ofto customers, which was recorded as a regulatory liabilityliability.  Refunds to reflect rate base recovery for 50 percent of the CWIP ascustomers will continue through December 2016.  As a result of FERC-approved transmission incentives.the Settlement, NSTAR Electric increased its operating revenues and decreased its amortization expense in 2015, resulting in the recognition of a $21.7 million pre-tax benefit in 2015.   


Other Regulatory Liabilities:  Other Regulatory Liabilities primarily includes amountsNSTAR Electric Basic Service Bad Debt Adder:  On January 7, 2015, the DPU issued an order concluding that NSTAR Electric had removed energy-related bad debt costs from base distribution rates effective January 1, 2006.  As a result of the DPU order, in the first quarter of 2015, NSTAR Electric increased its regulatory assets and reduced its operations and maintenance expense by an under recovered amount of $24.2 million for energy-related bad debt costs through 2014, resulting in a pre-tax benefit in 2015.  NSTAR Electric filed for recovery of the energy-related bad debt costs regulatory asset from customers and on November 20, 2015 the DPU approved NSTAR Electric's proposed rate increase to recover these costs over a 12-month period, effective January 1, 2016.


CL&P Distribution Rates:  On July 2, 2015, PURA issued a final order that approved a settlement agreement filed on May 19, 2015, which allows for an increase to rate base of approximately $163 million associated with ADIT, including a regulatory asset to recover the incremental revenue requirement for the period December 1, 2014 through November 30, 2015 over a subsequent 24-month period.  The rate base increase provided an increase to total allowed annual revenue requirements of $18.4 million beginning December 1, 2014.  As part of the settlement agreement, the $18.4 million for the period December 1, 2014 through November 30, 2015 was recorded as a regulatory asset with a corresponding increase in Operating Revenues, and is being collected from customers in rates over a 24-month period beginning December 1, 2015.


NSTAR Gas Distribution Rates: On October 30, 2015, the DPU issued its order in the NSTAR Gas distribution rate case, which approved an annualized base rate increase of $15.8 million, plus other increases of approximately $11.5 million, mostly relating to recovery of pension and PBOP expenses and the Hopkinton GSA, effective January 1, 2016.  In the order, the DPU also approved an authorized regulatory ROE of 9.8 percent, the establishment of a revenue decoupling mechanism, the recovery of certain bad debt expenses, and a 52.1 percent equity component of its capital structure.  On November 19, 2015, NSTAR Gas filed a motion for reconsideration of the order with the DPU seeking the correction of mathematical errors and other plant and cost of service items.


As a result of this order, Eversource recorded regulatory deferrals for costs that have been approved for recovery or are expected to be approved for recovery in future rate proceedings, which resulted in the recognition of a $17.2 million pre-tax benefit in 2015.  Included in this amount is a $10.5 million pre-tax benefit recorded at NSTAR Electric for certain uncollectible hardship accounts receivable that are subjectexpected to various rate reconciling mechanisms that, asbe recovered in future rates given the allowed recoveries of each period end date, would result in refunds to customers.uncollectible hardship accounts receivable by WMECO and NSTAR Gas.


4.3.

PROPERTY, PLANT AND EQUIPMENT AND ACCUMULATED DEPRECIATION


Utility property, plant and equipment is recorded at original cost.  Original cost includes materials, labor, construction overhead and AFUDC for regulated property.  The cost of repairs and maintenance, including planned major maintenance activities, is charged to Operating Expenses as incurred.  


The following tables summarize the investments in utility property, plant and equipment by asset category:


NU

As of December 31,

Eversource

As of December 31,

(Millions of Dollars)

(Millions of Dollars)

2013 

 

2012 

(Millions of Dollars)

2015 

 

2014 

Distribution - Electric

Distribution - Electric

$

 11,950.2 

 

$

 11,438.2 

Distribution - Electric

$

 13,054.8 

 

$

 12,495.2 

Distribution - Natural Gas

Distribution - Natural Gas

 

 2,425.9 

 

 2,274.2 

Distribution - Natural Gas

 

 2,727.2 

 

 2,595.4 

Transmission

 

 6,412.5 

 

 5,541.1 

Transmission - Electric

 

 7,691.9 

 

 6,930.7 

Generation

Generation

 

 1,152.3 

 

 

 1,146.6 

Generation

 

 1,194.1 

 

 

 1,170.9 

Electric and Natural Gas Utility

Electric and Natural Gas Utility

 

 21,940.9 

 

 20,400.1 

Electric and Natural Gas Utility

 

 24,668.0 

 

 23,192.2 

Other (1)

Other (1)

 

 508.7 

 

 

 429.3 

Other (1)

 

 558.6 

 

 

 551.3 

Property, Plant and Equipment, Gross

Property, Plant and Equipment, Gross

 

 22,449.6 

 

 20,829.4 

Property, Plant and Equipment, Gross

 

 25,226.6 

 

 23,743.5 

Less: Accumulated Depreciation

Less: Accumulated Depreciation

 

 

 

 

Less: Accumulated Depreciation

 

 

 

 

Electric and Natural Gas Utility   

 

 (5,387.0)

 

 (5,065.1)

Electric and Natural Gas Utility    

 

 (6,141.1)

 

 (5,777.8)

Other

 

 (196.2)

 

 

 (171.5)

Other

 

 (255.6)

 

 

 (231.8)

Total Accumulated Depreciation

Total Accumulated Depreciation

 

 (5,583.2)

 

 

 (5,236.6)

Total Accumulated Depreciation

 

 (6,396.7)

 

 

 (6,009.6)

Property, Plant and Equipment, Net

Property, Plant and Equipment, Net

 

 16,866.4 

 

 15,592.8 

Property, Plant and Equipment, Net

 

 18,829.9 

 

 17,733.9 

Construction Work in Progress

Construction Work in Progress

 

 709.8 

 

 

 1,012.2 

Construction Work in Progress

 

 1,062.5 

 

 

 913.1 

Total Property, Plant and Equipment, Net

Total Property, Plant and Equipment, Net

$

 17,576.2 

 

$

 16,605.0 

Total Property, Plant and Equipment, Net

$

 19,892.4 

 

$

 18,647.0 


(1)

These assets represent unregulated property and are primarily comprised of building improvements, at RRR,computer software, hardware and equipment at NUSCO and telecommunications assets at NSTAR Communications, Inc.


Eversource Service.



120101






 

As of December 31,

 

2015 

 

2014 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

(Millions of Dollars)

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

Distribution

$

 5,377.2 

 

$

 5,100.5 

 

$

 1,804.8 

 

$

 812.3 

 

$

 5,158.8 

 

$

 4,895.5 

 

$

 1,696.7 

 

$

 784.2 

Transmission

 

 3,618.0 

 

 

 2,131.3 

 

 

 928.2 

 

 

 964.9 

 

 

 3,274.0 

 

 

 1,928.5 

 

 

 789.7 

 

 

 891.0 

Generation

 

 - 

 

 

 - 

 

 

 1,158.1 

 

 

 36.0 

 

 

 - 

 

 

 - 

 

 

 1,136.5 

 

 

 34.4 

Property, Plant and
  Equipment, Gross

 

 8,995.2 

 

 

 7,231.8 

 

 

 3,891.1 

 

 

 1,813.2 

 

 

 8,432.8 

 

 

 6,824.0 

 

 

 3,622.9 

 

 

 1,709.6 

Less:  Accumulated Depreciation

 

 (2,041.9)

 

 

 (1,886.8)

 

 

 (1,171.0)

 

 

 (307.0)

 

 

 (1,928.0)

 

 

 (1,761.4)

 

 

 (1,090.0)

 

 

 (297.4)

Property, Plant and Equipment, Net

 

 6,953.3 

 

 

 5,345.0 

 

 

 2,720.1 

 

 

 1,506.2 

 

 

 6,504.8 

 

 

 5,062.6 

 

 

 2,532.9 

 

 

 1,412.2 

Construction Work in Progress

 

 203.5 

 

 

 310.5 

 

 

 135.3 

 

 

 69.1 

 

 

 304.9 

 

 

 272.8 

 

 

 102.9 

 

 

 49.1 

Total Property, Plant and
  Equipment, Net

$

 7,156.8 

 

$

 5,655.5 

 

$

 2,855.4 

 

$

 1,575.3 

 

$

 6,809.7 

 

$

 5,335.4 

 

$

 2,635.8 

 

$

 1,461.3 


 

As of December 31,

 

2013 

 

2012 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

(Millions of Dollars)

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

Distribution

$

 4,930.7 

 

$

 4,694.7 

 

$

 1,608.2 

 

$

 756.6 

 

$

 4,691.3 

 

$

 4,539.9 

 

$

 1,520.1 

 

$

 724.2 

Transmission

 

 3,071.9 

 

 

 1,772.3 

 

 

 695.7 

 

 

 826.4 

 

 

 2,796.1 

 

 

 1,529.7 

 

 

 599.2 

 

 

 583.7 

Generation

 

 - 

 

 

 - 

 

 

 1,131.2 

 

 

 21.1 

 

 

 - 

 

 

 - 

 

 

 1,125.5 

 

 

 21.1 

Property, Plant and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Equipment, Gross

 

 8,002.6 

 

 

 6,467.0 

 

 

 3,435.1 

 

 

 1,604.1 

 

 

 7,487.4 

 

 

 6,069.6 

 

 

 3,244.8 

 

 

 1,329.0 

Less:  Accumulated Depreciation

 

 (1,804.1)

 

 

 (1,631.3)

 

 

 (1,021.8)

 

 

 (271.5)

 

 

 (1,698.1)

 

 

 (1,540.1)

 

 

 (954.0)

 

 

 (252.1)

Property, Plant and Equipment, Net

 

 6,198.5 

 

 

 4,835.7 

 

 

 2,413.3 

 

 

 1,332.6 

 

 

 5,789.3 

 

 

 4,529.5 

 

 

 2,290.8 

 

 

 1,076.9 

Construction Work in Progress

 

 252.8 

 

 

 208.2 

 

 

 54.3 

 

 

 48.5 

 

 

 363.7 

 

 

 205.8 

 

 

 61.7 

 

 

 213.6 

Total Property, Plant and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Equipment, Net

$

 6,451.3 

 

$

 5,043.9 

 

$

 2,467.6 

 

$

 1,381.1 

 

$

 6,153.0 

 

$

 4,735.3 

 

$

 2,352.5 

 

$

 1,290.5 

As of December 31, 2015, PSNH had $1.2 billion in gross generation utility plant assets and related Accumulated Depreciation of $522.4 million.  These generation assets are the subject of a divestiture agreement entered into on June 10, 2015 between Eversource, PSNH and key New Hampshire officials whereby, among other resolutions, PSNH has agreed to divest these generation assets upon NHPUC approval.  Upon completion of the divestiture process, remaining costs not recovered by the sale of these assets (stranded costs) will be recovered via bonds that will be secured by a non-bypassable charge or other recovery mechanisms in rates billed to PSNH’s customers.  See Note 11H, “Commitments and Contingencies – PSNH Generation Restructuring,” for further information.


Depreciation of utility assets is calculated on a straight-line basis using composite rates based on the estimated remaining useful lives of the various classes of property (estimated useful life for PSNH distribution).  The composite rates, which are subject to approval by the appropriate state regulatory agency.  The composite ratesagency, include a cost of removal component (other than PSNH Generation), which is collected from customers over the lives of the plant assets and is recognized as a regulatory liability.  Depreciation rates are applied to property from the time it is placed in service.


Upon retirement from service, the cost of the utility asset is charged to the accumulated provision for depreciation.  The actual incurred removal costs are applied against the related regulatory liability.  


The depreciation rates for the various classes of utility property, plant and equipment aggregate to composite rates as follows:


(Percent)

2013 

 

2012 

 

2011 

 

2015 

 

 

2014 

 

 

2013 

 

NU

 

 2.8 

 

 2.5 

 

 2.6 

Eversource

 

 2.9 

%

 

 3.0 

%

 

 2.8 

%

CL&P

 

 2.5 

 

 2.5 

 

 2.4 

 

 2.7 

%

 

 2.7 

%

 

 2.5 

%

NSTAR Electric

 

 2.9 

 

 2.8 

 

 3.0 

 

 3.0 

%

 

 3.0 

%

 

 2.9 

%

PSNH

 

 3.0 

 

 3.0 

 

 2.9 

 

 3.2 

%

 

 3.0 

%

 

 3.0 

%

WMECO

 

 2.9 

 

 3.3 

 

 2.9 

 

 2.7 

%

 

 3.3 

%

 

 2.9 

%


The following table summarizes average useful lives of depreciable assets:

The following table summarizes average remaining useful lives of depreciable assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Depreciable Life

 

As of December 31, 2015

(Years)

(Years)

NU

 

CL&P

 

NSTAR Electric

 

PSNH

 

WMECO

(Years)

Eversource

 

CL&P

 

NSTAR Electric

 

PSNH

 

WMECO

Distribution

Distribution

 

 36.1 

 

 42.0 

 

 32.9 

 

 32.7 

 

 29.8 

Distribution

 

 34.8 

 

 37.3 

 

 31.9 

 

 31.3 

 

 30.5 

Transmission

Transmission

 

 43.0 

 

 39.6 

 

 47.2 

 

 42.3 

 

 49.5 

Transmission

 

 41.6 

 

 38.7 

 

 43.8 

 

 41.6 

 

 50.0 

Generation

Generation

 

 32.2 

 

 - 

 

 - 

 

 32.4 

 

 25.0 

Generation

 

 30.7 

 

 -  

 

 -  

 

 30.9 

 

 25.0 

Other

Other

 

 14.6 

 

 - 

 

 - 

 

 - 

 

 - 

Other

 

 14.1 

 

 -  

 

 -  

 

 -  

 

 -  


5.4.

DERIVATIVE INSTRUMENTS


The Regulated companies purchase and procure energy and energy-related products, for their customers, which are subject to price volatility.volatility, for their customers.  The costs associated with supplying energy to customers are recoverable through customerfrom customers in future rates.  The Regulated companies manage the risks associated with the price volatility of energy and energy-related products through the use of derivative and nonderivative contracts.  


Many of the derivative contracts meet the definition of, and are designated as, normal and qualify for accrual accounting under the applicable accounting guidance.  The costs and benefits of derivative contracts that meet the definition of normal are recognized in Operating Expenses or Operating Revenues on the statements of income, as applicable, as electricity or natural gas is delivered.


Derivative contracts that are not designated as normal are recorded at fair value as current or long-term Derivative Assets or Derivative Liabilities on the balance sheets.  For the Regulated companies, regulatory assets or regulatory liabilities are recorded to offset the fair values of derivatives, as costscontract settlement amounts are recovered from, or refunded to, customers in their respective energy supply rates.  For NU's unregulated wholesale marketing contracts that expired on December 31, 2013, changes in fair values of derivatives were included in Net Income.  




121102



The gross fair values of derivative assets and liabilities with the same counterparty are offset and reported as net Derivative Assets or Derivative Liabilities, with current and long-term portions, on the balance sheets.  Cash collateral posted or collected under master netting agreements is recorded as an offset to the derivative asset or liability.  The following tables presenttable presents the gross fair values of contracts, categorized by risk type, and the net amountamounts recorded as current or long-term derivative assetassets or liability:liabilities:


  

 

As of December 31, 2013

  

 

Commodity Supply and

 

 

 

Net Amount Recorded as

 (Millions of Dollars)

Price Risk Management

 

Netting (1)

 

Derivative Asset/(Liability)

 Current Derivative Assets:

 

 

 

 

 

 

 

 

 Level 2:

 

 

 

 

 

 

 

 

  

Other (1)

$

 1.9 

 

$

 (0.3)

 

$

 1.6 

 Level 3:

 

 

 

 

 

 

 

 

  

CL&P (1)

 

 17.1 

 

 

 (9.8)

 

 

 7.3 

  

NSTAR Electric

 

 1.2 

 

 

 - 

 

 

 1.2 

  

WMECO

 

 0.1 

 

 

 - 

 

 

 0.1 

 Total Current Derivative Assets

$

 20.3 

 

$

 (10.1)

 

$

 10.2 

  

 

 

 

 

 

 

 

 

 

 Long-Term Derivative Assets:

 

 

 

 

 

 

 

 

 Level 2:

 

 

 

 

 

 

 

 

  

Other

$

 0.2 

 

$

 - 

 

$

 0.2 

 Level 3:

 

 

 

 

 

 

 

 

  

CL&P (1)

 

 113.6 

 

 

 (42.2)

 

 

 71.4 

  

WMECO

 

 2.6 

 

 

 - 

 

 

 2.6 

 Total Long-Term Derivative Assets

$

 116.4 

 

$

 (42.2)

 

$

 74.2 

  

 

 

 

 

 

 

 

 

 

 Current Derivative Liabilities:

 

 

 

 

 

 

 

 

 Level 3:

 

 

 

 

 

 

 

 

  

CL&P

$

 (92.2)

 

$

 - 

 

$

 (92.2)

  

NSTAR Electric

 

 (1.5)

 

 

 - 

 

 

 (1.5)

 Total Current Derivative Liabilities

$

 (93.7)

 

$

 - 

 

$

 (93.7)

  

 

 

 

 

 

 

 

 

 

 Long-Term Derivative Liabilities:

 

 

 

 

 

 

 

 

 Level 3:

 

 

 

 

 

 

 

 

  

CL&P

$

 (617.1)

 

$

 - 

 

$

 (617.1)

  

NSTAR Electric

 

 (7.0)

 

 

 - 

 

 

 (7.0)

 Total Long-Term Derivative Liabilities

$

 (624.1)

 

$

 - 

 

$

 (624.1)


 

As of December 31,

 

2015 

 

2014 

 

As of December 31, 2012

 

Commodity Supply

 

 

 

Net Amount

 

Commodity Supply

 

 

 

Net Amount

 

Commodity Supply and

 

 

 

Net Amount Recorded as

 

and Price Risk

 

 

 

 

Recorded as

 

and Price Risk

 

 

 

 

 

Recorded as

(Millions of Dollars)

(Millions of Dollars)

Price Risk Management

 

Netting (1)

 

Derivative Asset/(Liability)

(Millions of Dollars)

 Management

 

Netting(1)

 

a Derivative

 

 Management

 

Netting(1)

 

a Derivative

Current Derivative Assets:

Current Derivative Assets:

 

 

 

 

 

 

 

 

Current Derivative Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 3:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eversource

$

16.7 

 

$

 (10.9)

 

$

 5.8 

 

$

16.2 

 

$

 (6.6)

 

$

 9.6 

CL&P

 

16.7 

 

 

 (10.9)

 

 

 5.8 

 

 

16.1 

 

 

 (6.6)

 

 

 9.5 

NSTAR Electric

 

 -   

 

 

 -   

 

 

 - 

 

 

0.1 

 

 

 -   

 

 

 0.1 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-Term Derivative Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 2:

Level 2:

 

 

 

 

 

 

 

 

Level 2:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

$

0.2 

 

$

 

$

0.2 

Eversource

$

 0.1 

 

$

 - 

 

$

 0.1 

 

$

 - 

 

$

 - 

 

$

 - 

Level 3:

Level 3:

 

 

 

 

 

 

 

 

Level 3:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CL&P(1)

 

 17.7 

 

 

 (12.0)

 

 

 5.7 

Eversource

 

 62.0 

 

 

 (19.3)

 

 

 42.7 

 

 

 93.5 

 

 

 (19.2)

 

 

 74.3 

Other

 

 5.5 

 

 

 - 

 

 

 5.5 

CL&P

 

 60.7 

 

 

 (19.3)

 

 

 41.4 

 

 

 93.5 

 

 

 (19.2)

 

 

 74.3 

Total Current Derivative Assets

$

 23.4 

 

$

 (12.0)

 

$

 11.4 

 

 

 

 

 

 

 

 

 

NSTAR Electric

 

 1.3 

 

 

 - 

 

 

 1.3 

 

 

 - 

 

 

 - 

 

 

 - 

Long-Term Derivative Assets:

 

 

 

 

 

 

 

 

Level 3:

 

 

 

 

 

 

 

 

CL&P(1)

$

 159.7 

 

$

 (69.1)

 

$

 90.6 

Total Long-Term Derivative Assets

$

 159.7 

 

$

 (69.1)

 

$

 90.6 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Derivative Liabilities:

Current Derivative Liabilities:

 

 

 

 

 

 

 

 

Current Derivative Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 2:

Level 2:

 

 

 

 

 

 

 

 

Level 2:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other(1) (2)

$

 (19.9)

 

$

 0.6 

 

$

 (19.3)

Eversource

$

 (5.8)

 

$

 - 

 

$

 (5.8)

 

$

 (9.8)

 

$

 - 

 

$

 (9.8)

Level 3:

Level 3:

 

 

 

 

 

 

 

 

Level 3:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CL&P

 

 (96.9)

 

 

 - 

 

 

 (96.9)

Eversource

 

 (92.3)

 

 

 - 

 

 

 (92.3)

 

 

 (90.0)

 

 

 - 

 

 

 (90.0)

NSTAR Electric

 

 (1.0)

 

 

 - 

 

 

 (1.0)

CL&P

 

 (91.8)

 

 

 - 

 

 

 (91.8)

 

 

 (88.5)

 

 

 - 

 

 

 (88.5)

Total Current Derivative Liabilities

$

 (117.8)

 

$

 0.6 

 

$

 (117.2)

 

 

 

 

 

 

 

 

 

NSTAR Electric

 

 (0.5)

 

 

 - 

 

 

 (0.5)

 

 

 (1.5)

 

 

 - 

 

 

 (1.5)

Long-Term Derivative Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-Term Derivative Liabilities:

Level 2:

Level 2:

 

 

 

 

 

 

 

 

Level 2:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

$

 (0.2)

 

$

 - 

 

$

 (0.2)

Eversource

$

 - 

 

$

 - 

 

$

 - 

 

$

 (0.3)

 

$

 - 

 

$

 (0.3)

Level 3:

Level 3:

 

 

 

 

 

 

 

 

Level 3:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CL&P

 

 (865.6)

 

 

 - 

 

 

 (865.6)

Eversource

 

 (337.1)

 

 

 - 

 

 

 (337.1)

 

 

 (409.3)

 

 

 - 

 

 

 (409.3)

NSTAR Electric

 

 (13.9)

 

 

 - 

 

 

 (13.9)

CL&P

 

 (336.2)

 

 

 - 

 

 

 (336.2)

 

 

 (406.2)

 

 

 - 

 

 

 (406.2)

WMECO

 

 (3.0)

 

 

 - 

 

 

 (3.0)

NSTAR Electric

 

 (0.9)

 

 

 - 

 

 

 (0.9)

 

 

 (3.1)

 

 

 - 

 

 

 (3.1)

Total Long-Term Derivative Liabilities

$

 (882.7)

 

$

 - 

 

$

 (882.7)


(1)

Amounts represent derivative assets and liabilities that NUEversource elected to record net on the balance sheets.  These amounts are subject to master netting agreements or similar agreements for which the right of offset exists.




122



(2)

As of December 31, 2012, NU had $4.1 million of cash posted related to these contracts, which was not offset against the derivative liability and is recorded as Prepayments and Other Current Assets on the balance sheets.


The business activities that result in the recognition of derivative assets also create exposure to various counterparties.  As of December 31, 2013, NU2015, Eversource’s and CL&P's derivative assets were exposed to counterparty credit risk.  Of the totalEversource's and CL&P's derivative assets, $80approximately $47 million and $79 million, respectively, werewas contracted with investment grade entities.


For further information on the fair value of derivative contracts, see Note 1H, "Summary of Significant Accounting Policies - Fair Value Measurements," and Note 1I, "Summary of Significant Accounting Policies - Derivative Accounting," to the financial statements.


Derivatives Not Designated as HedgesDerivative Contracts At Fair Value with Offsetting Regulatory Amounts

Commodity Supply and Price Risk Management:  As required by regulation, CL&P, along with UI, has capacity-related contracts with generation facilities.  These contracts and similar UI contracts have an expected capacity of 787 MW.  CL&P has a sharing agreement with UI, with 80 percent of the costs or benefits of each contract borne by or allocated to CL&P and 20 percent borne by or allocated to UI.  The combined capacity of these contracts is 787 MW.  The capacity contracts extend through 2026 and obligate both CL&P and UI to make or receive payments on a monthly basis to or from the generation facilities based on the difference between a set capacity price and the forward capacity market price received in the ISO-NE capacity markets.  In addition, CL&P has a contract to purchase 0.1 million MWh of energy per year through 2020.   


NSTAR Electric has a renewable energy contract to purchase 0.1 million MWh of energy per year through 2018 and a capacity relatedcapacity-related contract to purchase up to 35 MW per year through 2019.


WMECO has a renewable energy contract to purchase 0.1 million MWh of energy per year through 2029 with a facility that has not yet achieved commercial operation.   


As of December 31, 20132015 and 2012, NU2014, Eversource had NYMEX futurefinancial contracts for natural gas futures in order to reduce variability associated with the purchase price of approximately 9.1 million and 11.58.8 million MMBtu of natural gas, respectively.


As ofFor the years ended December 31, 2012, NU had approximately 24 thousand MWh2015, 2014 and 2013, there were losses of supply volumes remaining in its unregulated wholesale portfolio when expected sales were compared with supply contracts.  These contracts expired on December 31, 2013.  


The following table presents$60.2 million and gains of $134.4 million and $160.6 million, respectively, deferred as regulatory costs, which reflect the current change in fair value primarily recovered through rates from customers, associated with NU’sEversource's derivative contracts not designated as hedges:contracts.


Location of Amounts

 

 

Amounts Recognized on Derivatives

Recognized on Derivatives

 

 

For the Years Ended December 31,

(Millions of Dollars)

 

 

2013 

 

2012 

 

2011 

NU

 

 

 

 

 

 

 

 

 

 

Balance Sheet:

 

 

 

 

 

 

 

 

 

 

 

Regulatory Assets and Liabilities

 

 

$

 160.6 

 

$

 (29.0)

 

$

 (162.0)

Statement of Income:

 

 

 

 

 

 

 

 

 

 

 

Purchased Power, Fuel and Transmission

 

 

 

 1.0 

 

 

 (0.7)

 

 

 0.5 


Credit Risk

Certain of NU’sEversource's derivative contracts contain credit risk contingent features.provisions.  These featuresprovisions require NUEversource to maintain investment grade credit ratings from the major rating agencies and to post collateral for contracts in a net liability position over specified credit limits. As of December 31, 2013, there were no derivative contracts in a net liability position that were subject to credit risk contingent features.  As of December 31, 2012, NU2015 and 2014, Eversource had $15.3$5.8 million and $10 million, respectively, of derivative contracts in a net liability position that were



103



subject to credit risk contingent featuresprovisions and would have been required to post additional collateral of $17.4$5.8 million and $10 million, respectively, if NU parent’sEversource parent's unsecured debt credit ratings had been downgraded to below investment grade.


Fair Value Measurements of Derivative Instruments

Valuation of Derivative Instruments:Derivative contracts classified as Level 2 in the fair value hierarchy relate to the financial contracts for natural gas futures and forward contracts to purchase energy.futures.  Prices are obtained from broker quotes and are based on actual market activity.  The contracts are valued using the mid-point of the bid-ask spread.NYMEX natural gas prices.  Valuations of these contracts also incorporate discount rates using the yield curve approach.  


The fair value of derivative contracts classified as Level 3 utilizes significant unobservable inputs.  The fair value is modeled using income techniques, such as discounted cash flow valuations adjusted for assumptions relating to exit price.  Significant observable inputs for valuations of these contracts include energy and energy-related product prices in future years for which quoted prices in an active market exist.  Fair value measurements categorized in Level 3 of the fair value hierarchy are prepared by individuals with expertise in valuation techniques, pricing of energy and energy-related products, and accounting requirements.  The future power and capacity prices for periods that are not quoted in an active market or established at auction are based on available market data and are escalated based on estimates of inflation in order to address the full time period of the contract.  


Valuations of derivative contracts using a discounted cash flow methodology include assumptions regarding the timing and likelihood of scheduled payments and also reflect non-performance risk, including credit, using the default probability approach based on the counterparty's credit rating for assets and the Company's credit rating for liabilities.  Valuations incorporate estimates of premiums or



123



discounts that would be required by a market participant to arrive at an exit price, using historical market transactions adjusted for the terms of the contract.  


The following is a summary of NU’s,Eversource's, including CL&P’s,&P's and NSTAR Electric’s and WMECO’s,Electric's, Level 3 derivative contracts and the range of the significant unobservable inputs utilized in thetheir respective valuations over the duration of the contracts:


As of December 31, 2013

As of December 31, 2012

Range

Period Covered

Range

Period Covered

Energy Prices:

  NU

$49 - 77 per MWh

2018-2029

$43 - 90 per MWh

2018 - 2028

  CL&P

$56 - 58 per MWh

2018-2029

$50 - 55 per MWh

2018 - 2020

  WMECO

$49 - 77 per MWh

2018-2029

$43 - 90 per MWh

2018 - 2028

Capacity Prices:

  NU

$5.07 - 11.82 per kW-Month

2017-2029

$1.40 -10.53 per kW-Month

2016 - 2028

  CL&P

$5.07 - 10.42 per kW-Month

2017-2026

$1.40 - 9.83 per kW-Month

2016 - 2026

  NSTAR Electric

$5.07 - 7.38 per kW-Month

2017-2019

$1.40 - 3.39 per kW-Month

2016 - 2019

  WMECO

$5.07 - 11.82 per kW-Month

2017-2029

$1.40 - 10.53 per kW-Month

2016 - 2028

Forward Reserve:

  NU, CL&P

$3.30 per kW-Month

2014-2024

$0.35 - 0.90 per kW-Month

2013 - 2024

REC Prices:

  NU

$36 - 87 per REC

2014-2029

$25 - 85 per REC

2013 - 2028

  NSTAR Electric

$36 - 70 per REC

2014-2018

$25 - 71 per REC

2013 - 2018

  WMECO

$36 - 87 per REC

2014-2029

$25 - 85 per REC

2013 - 2028

 

As of December 31,

 

2015 

 

2014 

 

 

Range

 

Period Covered

 

 

Range

 

Period Covered

Capacity Prices:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Eversource

$

10.81 

-

 15.82 

per kW-Month

 

2016 - 2026

 

$

5.30 

-

 12.98 

per kW-Month

 

2016 - 2026

  CL&P

$

10.81 

-

 12.60 

per kW-Month

 

2019 - 2026

 

$

11.08 

-

 12.98 

per kW-Month

 

2018 - 2026

  NSTAR Electric

$

10.81 

-

 15.82 

per kW-Month

 

2016 - 2019

 

$

5.30 

-

 11.10 

per kW-Month

 

2016 - 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forward Reserve:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Eversource, CL&P

$

2.00 

per kW-Month

 

2016 - 2024

 

$

5.80 

-

 9.50 

per kW-Month

 

2015 - 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REC Prices:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Eversource, NSTAR Electric

$

45 

-

51 

 

per REC

 

2016 - 2018

 

$

38 

-

56 

 

per REC

2015 - 2018


Exit price premiums of 105 percent through 32to 22 percent are also applied on these contracts and reflect the uncertainty and illiquidity premiums that would be required based on the most recent market activity available for similar type contracts.


Significant increases or decreases in future energy or capacity prices in isolation would decrease or increase, respectively, the fair value of the derivative liability.  Any increases in the risk premiums would increase the fair value of the derivative liabilities.  Changes in these fair values are recorded as a regulatory asset or liability and would not impact net income.  

Valuations using significant unobservable inputs:  The following tables presenttable presents changes for the years ended December 31, 2013 and 2012 in the Level 3 category of derivative assets and derivative liabilities measured at fair value on a recurring basis.  The derivative assets and liabilities are presented on a net basis.  The fair value


(Millions of Dollars)

Eversource

 

CL&P

 

NSTAR Electric

Derivatives, Net:

 

 

 

 

 

 

 

 

Fair Value as of January 1, 2014

$

 (635.2)

 

$

 (630.6)

 

$

 (7.3)

Net Realized/Unrealized Gains Included in

   Regulatory Assets and Liabilities

 

 141.3 

 

 

 139.7 

 

 

 4.3 

Settlements

 

 78.5 

 

 

 80.0 

 

 

 (1.5)

Fair Value as of December 31, 2014

$

 (415.4)

 

$

 (410.9)

 

$

 (4.5)

Net Realized/Unrealized Losses Included in

   Regulatory Assets and Liabilities

 

 (52.1)

 

 

 (51.3)

 

 

 (0.8)

Settlements

 

 86.6 

 

 

 81.4 

 

 

 5.2 

Fair Value as of December 31, 2015

$

 (380.9)

 

$

 (380.8)

 

$

 (0.1)


Significant increases or decreases in 2012 reflects a transfer of remaining unregulated wholesale marketing sourcing contracts that had previously been presented as a portfolio along with the unregulated wholesale marketing sales contract as Level 3 under the highest and best use valuation premise.  These contracts, which expired on December 31, 2013, were classified within Level 2 offuture energy or capacity prices in isolation would decrease or increase, respectively, the fair value hierarchy as of December 31, 2012.  


(Millions of Dollars)

NU(1)

 

CL&P

 

NSTAR Electric

 

WMECO

Derivatives, Net:

 

 

 

 

 

 

 

 

 

 

 

Fair Value as of January 1, 2012

$

 (962.2)

 

$

 (931.6)

 

$

 (3.4)

 

$

 (7.3)

Liabilities Assumed due to Merger with NSTAR

 

 (5.4)

 

 

 - 

 

 

 - 

 

 

 - 

Transfer to Level 2

 

 32.2 

 

 

 - 

 

 

 - 

 

 

 - 

Net Realized/Unrealized Gains/(Losses) Included in:

 

 

 

 

 

 

 

 

 

 

 

 

Net Income(2)

 

 10.9 

 

 

 - 

 

 

 - 

 

 

 - 

 

Regulatory Assets and Liabilities

 

 (29.2)

 

 

 (21.6)

 

 

 (15.2)

 

 

 4.3 

Settlements

 

 75.1 

 

 

 87.0 

 

 

 3.7 

 

 

 - 

Fair Value as of December 31, 2012

$

 (878.6)

 

$

 (866.2)

 

$

 (14.9)

 

$

 (3.0)

Net Realized/Unrealized Gains/(Losses) Included in:

 

 

 

 

 

 

 

 

 

 

 

 

Net Income(2)

 

 10.9 

 

 

 - 

 

 

 - 

 

 

 - 

 

Regulatory Assets and Liabilities

 

 158.3 

 

 

 148.9 

 

 

 3.5 

 

 

 5.7 

Settlements

 

 74.2 

 

 

 86.7 

 

 

 4.1 

 

 

 - 

Fair Value as of December 31, 2013

$

 (635.2)

 

$

 (630.6)

 

$

 (7.3)

 

$

 2.7 


(1)

NSTAR Electric amounts were includedthe derivative liability.  Any increases in NU beginning April 10, 2012.  


(2)

The Net Income impact for the years ended December 31, 2013 and 2012 related to the unregulated wholesale marketing sales contract that was offset by the gains/(losses) on the unregulated sourcing contracts classified as Level 2 inrisk premiums would increase the fair value hierarchy, resultingof the derivative liability.  Changes in these fair values are recorded as a totalregulatory asset or liability and do not impact net gain of $1 million and net loss of $0.7 million, respectively.income.  


6.5.

MARKETABLE SECURITIES


NUEversource maintains a supplemental benefit trusttrusts that hold marketable securities to fund certain non-qualified executive retirement benefit obligations and WMECO maintains a spent nuclear fuel trust to fund WMECO’s prior period spent nuclear fuel liability, each of which hold marketable securities.  benefits.These trusts are not subject to regulatory oversight by state or federal agencies.  In addition, CYAPC and YAEC maintain legally restricted trusts, each of which holds marketable securities, for settlingto fund the decommissioning and spent nuclear fuel removal obligations of their nuclear power plants.  fuel storage facilities.


WMECO maintained a spent nuclear fuel trust to fund WMECO's pre-1983 spent nuclear fuel obligation.  In late 2015, this trust was liquidated to satisfy the spent nuclear fuel obligation with the DOE.  For further information, see Note 8, "Long-Term Debt."




124104



The Company electsTrading Securities:  Eversource has elected to record mutual funds purchased bycertain equity securities as trading securities, with the NU supplemental benefit trust at fair value.  As such, any changechanges in fair valuevalues recorded in Other Income, Net on the statements of income.  As of December 31, 2015 and 2014, these mutual funds is reflected in Net Income.  These mutual funds,securities were classified as Level 1 in the fair value hierarchy and totaled $57.2$14.2 million and $47$85.1 million, as ofrespectively.  For the years ended December 31, 2015, 2014 and 2013, and 2012, respectively, and were included in Prepayments and Other Current Assets on the accompanying balance sheets.  Netnet gains on these securities of $10.2$2 million, $1.9 million and $5.9$10.2 million, and net losses of $1.1 million for the years ended December 31, 2013, 2012 and 2011, respectively, were recorded in Other Income, Net on the statements of income.  Dividend income is recorded in Other Income, Net on the statements of income when dividends are declared.  All other marketableIn 2015, certain of the securities are accounted forclassified as available-for-sale.trading securities were sold and the proceeds were re-invested in equity securities designated as available-for-sale securities.  


Available-for-Sale Securities:  The following is a summary of NU's available-for-sale securities, held in the NU supplemental benefit trust, WMECO's spent nuclear fuel trust and CYAPC’s and YAEC's nuclear decommissioning trusts.  These securitieswhich are recorded at fair value and are included in current and long-term Marketable Securities on the balance sheets.


 

As of December 31, 2013

 

 

 

 

Pre-Tax

 

Pre-Tax

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

 

(Millions of Dollars)

Cost

 

Gains(1)

 

Losses(1)

 

Fair Value

NU

 

 

 

 

 

 

 

 

Debt Securities (2)

$

 299.2 

 

$

 2.5 

 

$

 (2.1)

 

$

 299.6 

Equity Securities (2)

 

 163.6 

 

 60.5 

 

 - 

 

 224.1 

 

 

 

 

 

 

 

 

 

WMECO

 

 

 

 

 

 

 

 

Debt Securities

 

 57.9 

 

 - 

 

 - 

 

 57.9 

 

 

 

 

 

 

 

 

 

 

As of December 31,

 

As of December 31, 2012

 

2015 

 

2014 

 

 

 

 

Pre-Tax

 

Pre-Tax

 

 

 

 

 

 

Pre-Tax

 

Pre-Tax

 

 

 

 

 

 

Pre-Tax

 

Pre-Tax

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

 

(Millions of Dollars)

(Millions of Dollars)

Cost

 

Gains(1)

 

Losses(1)

 

Fair Value

(Millions of Dollars)

Cost

 

Gains

 

Losses

 

Fair Value

 

Cost

 

Gains

 

Losses

 

Fair Value

NU

 

 

 

 

 

 

 

 

Debt Securities (2)

$

 266.6 

 

$

 13.3 

 

$

 (0.1)

 

$

 279.8 

Eversource

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Securities (2)

 

 145.5 

 

 20.0 

 

 - 

 

 165.5 

Debt Securities (1) (2)

$

 256.5 

 

$

 4.5 

 

$

 (0.6)

 

$

 260.4 

 

$

 313.0 

 

$

 7.5 

 

$

 (0.3)

 

$

 320.2 

 

 

 

 

 

 

 

 

 

Equity Securities (1)

 

 215.3 

 

 59.2 

 

 (3.4)

 

 271.1 

 

 

 160.6 

 

 73.3 

 

 - 

 

 233.9 

WMECO

WMECO

 

 

 

 

 

 

 

 

WMECO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt Securities

 

 57.7 

 

 0.1 

 

 (0.1)

 

 57.7 

Debt Securities (2)

 

 - 

 

 - 

 

 - 

 

 - 

 

 

 58.2 

 

 - 

 

 (0.1)

 

 58.1 


(1)

Unrealized gains and losses on debt securities for the NU supplemental benefit trust and WMECO spent nuclear fuel trust are recorded in AOCI and Other Long-Term Assets, respectively, on the balance sheets.  


(2)

NU's amountsAmounts include CYAPC's and YAEC's marketable securities held in nuclear decommissioning trusts of $424$436.9 million and $340.4$450.8 million as of December 31, 20132015 and 2012, respectively, the majority of which are legally restricted and can only be used for the decommissioning of the nuclear power plants owned by these companies. In the first quarter of 2013, CYAPC and YAEC received cash from the DOE related to the litigation of storage costs for spent nuclear fuel, which was invested in the nuclear decommissioning trusts.2014, respectively.  Unrealized gains and losses for the nuclear decommissioning trusts are recorded in Marketable Securities with the corresponding offset into Other Long-Term Liabilities on the balance sheets, with no impact on the statementstatements of income.  All of


(2)

Unrealized gains and losses on debt securities held by WMECO were recorded in Marketable Securities with the equity securities accounted for as available-for-sale securities are held in these trusts.corresponding offset to Other Long-Term Assets on the balance sheets.  


Unrealized Losses and Other-than-Temporary Impairment:  There have been no significant unrealized losses, other-than-temporary impairments or credit losses for the NU supplemental benefit trust, the WMECO spent nuclear fuel trust, and the trusts held by CYAPC and YAEC.Factorsin 2015 or 2014.Factors considered in determining whether a credit loss exists include the duration and severity of the impairment, adverse conditions specifically affecting the issuer, and the payment history, ratings and rating changes of the security.  For asset-backed debt securities, underlying collateral and expected future cash flows are also evaluated.


Realized Gains and Losses:  Realized gains and losses on available-for-sale securities are recorded in Other Income, Net for the NU supplementalEversource's benefit trust Other Long-Term Assets for the WMECO spent nuclear fuel trust, and are offset in Other Long-Term Liabilities for CYAPC and YAEC.  NUEversource utilizes the specific identification basis method for the NU supplementalEversource benefit trust securities and the average cost basis method for the WMECO spent nuclear fuel trust and the CYAPC and YAEC nuclear decommissioning trusts to compute the realized gains and losses on the sale of available-for-sale securities.


Contractual Maturities:  As of December 31, 2013,2015, the contractual maturities of available-for-sale debt securities arewere as follows:    


 

 

 

 

 

 

 

 

 

 

NU

 

WMECO

 

Amortized

 

 

 

Amortized

 

 

Eversource

Amortized

 

Fair

(Millions of Dollars)

(Millions of Dollars)

Cost

 

Fair Value

 

Cost

 

Fair Value

Cost

 

Value

Less than one year (1)

Less than one year (1)

$

 72.4 

 

$

 72.3 

 

$

 26.5 

 

$

 26.6 

$

 33.3 

 

$

 33.2 

One to five years

One to five years

 

 62.1 

 

 62.7 

 

 25.6 

 

 25.5 

 

 50.2 

 

 50.7 

Six to ten years

Six to ten years

 

 59.4 

 

 59.3 

 

 1.7 

 

 1.7 

 

 56.6 

 

 57.2 

Greater than ten years

Greater than ten years

 

 105.3 

 

 

 105.3 

 

 

 4.1 

 

 

 4.1 

 

 116.4 

 

 

 119.3 

Total Debt Securities

Total Debt Securities

$

 299.2 

 

$

 299.6 

 

$

 57.9 

 

$

 57.9 

$

 256.5 

 

$

 260.4 


(1)

Amounts in the Less than one year NU category include securities in the CYAPC and YAEC nuclear decommissioning trusts, which are restricted and are classified in long-term Marketable Securities on the balance sheets.



125




Fair Value Measurements:  The following table presents the marketable securities recorded at fair value on a recurring basis by the level in which they are classified within the fair value hierarchy:


 

 

NU

 

WMECO

 

 

As of December 31,

 

As of December 31,

Eversource

As of December 31,

(Millions of Dollars)

(Millions of Dollars)

2013 

 

2012 

 

2013 

 

2012 

(Millions of Dollars)

2015 

 

2014 

Level 1:

Level 1:

 

 

 

 

 

 

 

 

Level 1:

 

 

 

 

Mutual Funds and Equities

$

 281.3 

 

$

 212.5 

 

$

 - 

 

$

 - 

Mutual Funds and Equities

$

 285.3 

 

$

 319.0 

Money Market Funds

 

 32.9 

 

 

 40.2 

 

 

 10.9 

 

 

 5.2 

Money Market Funds

 

 26.9 

 

 

 24.9 

Total Level 1

Total Level 1

$

 314.2 

 

$

 252.7 

 

$

 10.9 

 

$

 5.2 

Total Level 1

$

 312.2 

 

$

 343.9 

Level 2:

Level 2:

 

 

 

 

 

 

 

 

Level 2:

 

 

 

 

U.S. Government Issued Debt Securities

 

 

 

 

 

 

 

 

U.S. Government Issued Debt Securities
    (Agency and Treasury)

$

 46.6 

 

$

 51.3 

 

(Agency and Treasury)

$

 61.4 

 

$

 69.9 

 

$

 6.8 

 

$

 18.7 

Corporate Debt Securities

 

 43.9 

 

 49.1 

Corporate Debt Securities

 

 53.6 

 

 33.0 

 

 15.1 

 

 7.0 

Asset-Backed Debt Securities

 

 20.0 

 

 54.1 

Asset-Backed Debt Securities

 

 30.4 

 

 28.5 

 

 9.0 

 

 10.9 

Municipal Bonds

 

 111.4 

 

 116.3 

Municipal Bonds

 

 105.5 

 

 93.8 

 

 11.2 

 

 11.6 

Other Fixed Income Securities

 

 11.6 

 

 

 24.5 

Other Fixed Income Securities

 

 15.8 

 

 

 14.4 

 

 

 4.9 

 

 

 4.3 

Total Level 2

Total Level 2

$

 266.7 

 

$

 239.6 

 

$

 47.0 

 

$

 52.5 

Total Level 2

$

 233.5 

 

$

 295.3 

Total Marketable Securities

Total Marketable Securities

$

 580.9 

 

$

 492.3 

 

$

 57.9 

 

$

 57.7 

Total Marketable Securities

$

 545.7 

 

$

 639.2 




105



As of December 31, 2014, the WMECO spent nuclear fuel trust included investments in money market funds of $4.3 million classified as Level 1 in the fair value hierarchy, and $14.7 million of corporate debt securities, $14.5 million of asset-backed debt securities, $13 million of municipal bonds and $11.6 million of other fixed income securities classified as Level 2 in the fair value hierarchy. The trust was liquidated in late 2015.


U.S. government issued debt securities are valued using market approaches that incorporate transactions for the same or similar bonds and adjustments for yields and maturity dates.  Corporate debt securities are valued using a market approach, utilizing recent trades of the same or similar instrument and also incorporating yield curves, credit spreads and specific bond terms and conditions.  Asset-backed debt securities include collateralized mortgage obligations, commercial mortgage backed securities, and securities collateralized by auto loans, credit card loans or receivables.  Asset-backed debt securities are valued using recent trades of similar instruments, prepayment assumptions, yield curves, issuance and maturity dates, and tranche information.  Municipal bonds are valued using a market approach that incorporates reported trades and benchmark yields.  Other fixed income securities are valued using pricing models, quoted prices of securities with similar characteristics, and discounted cash flows.


7.6.

ASSET RETIREMENT OBLIGATIONS


In accordance with accounting guidance for conditional AROs, NU,Eversource, including CL&P, NSTAR Electric, PSNH and WMECO, recognizes a liability for the fair value of an ARO on the obligation date if the liability's fair value can be reasonably estimated and is conditional on a future event.  Settlement dates and future costs are reasonably estimated when sufficient information becomes available.  Management has identified various categories of AROs, primarily certain assets containing asbestos and hazardous contamination, and has performed fair value calculations reflecting expected probabilities for settlement scenarios.


The fair value of an ARO is recorded as a liability in Other Long-Term Liabilities with a corresponding amount included in Property, Plant and Equipment, Net on the balance sheets.  As the Regulated companies are rate-regulated on a cost-of-service basis, these companies apply regulatory accounting guidance and the costs associated with the Regulated companies' AROs are included in Regulatory Assets.  The ARO assets are depreciated, and the ARO liabilities are accreted over the estimated life of the obligation with corresponding credits recorded as accumulated depreciation and ARO liabilities, respectively.  BothAs the Regulated companies are rate-regulated on a cost-of-service basis, these companies apply regulatory accounting guidance and both the depreciation and accretion werecosts associated with the Regulated companies' AROs are recorded as increases to Regulatory Assets on the balance sheets.  For further information, see Note 3, "Regulatory Accounting," to the financial statements.  


A reconciliation of the beginning and ending carrying amounts of ARO liabilities are as follows:


NU

 

 

 

 

 

As of December 31,

Eversource

 

 

As of December 31,

(Millions of Dollars)

(Millions of Dollars)

2013 

 

2012 

(Millions of Dollars)

2015 

 

2014 

Balance as of Beginning of Year

Balance as of Beginning of Year

$

 412.2 

 

$

 56.2 

Balance as of Beginning of Year

$

 426.3 

 

$

 424.9 

Liability Assumed Upon Consolidation of CYAPC and YAEC

 

 - 

 

 284.2 

Liability Assumed Upon Merger With NSTAR

 

 - 

 

 35.9 

Liabilities Incurred During the Year

Liabilities Incurred During the Year

 

 0.1 

 

 1.5 

Liabilities Incurred During the Year

 

 6.6 

 

 1.3 

Liabilities Settled During the Year

Liabilities Settled During the Year

 

 (13.8)

 

 (7.2)

Liabilities Settled During the Year

 

 (18.2)

 

 (19.5)

Accretion

Accretion

 

 23.8 

 

 20.2 

Accretion

 

 26.5 

 

 25.1 

Revisions in Estimated Cash Flows

Revisions in Estimated Cash Flows

 

 2.6 

 

 

 21.4 

Revisions in Estimated Cash Flows

 

 (11.1)

 

 

 (5.5)

Balance as of End of Year

Balance as of End of Year

$

 424.9 

 

$

 412.2 

Balance as of End of Year

$

 430.1 

 

$

 426.3 


 

 

 

 

As of December 31,

 

 

 

As of December 31,

 

 

 

 

2013 

 

2012 

 

 

 

2015 

 

2014 

 

 

 

NSTAR

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

NSTAR

 

 

 

 

(Millions of Dollars)

(Millions of Dollars)

 

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

(Millions of Dollars)

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

Balance as of Beginning of Year

Balance as of Beginning of Year

 

$

 33.6 

 

$

 31.4 

 

$

 18.4 

 

$

 4.3 

 

$

 32.2 

 

$

 27.5 

 

$

 17.0 

 

$

 4.0 

Balance as of Beginning of Year

$

 35.3 

 

$

 34.3 

 

$

 20.6 

 

$

 5.9 

 

$

 35.0 

 

$

 32.8 

 

$

 19.5 

 

$

 4.5 

Liabilities Incurred During the Year

Liabilities Incurred During the Year

 

 - 

 

 - 

 

 - 

 

 - 

 

 - 

 

 - 

 

 0.3 

 

 - 

Liabilities Incurred During the Year

 

 -  

 

 6.2 

 

 0.4 

 

 -  

 

 -  

 

 -  

 

 -  

 

 1.1 

Liabilities Settled During the Year

Liabilities Settled During the Year

 

 (0.7)

 

 (0.1)

 

 - 

 

 - 

 

 (0.9)

 

 (1.0)

 

 - 

 

 - 

Liabilities Settled During the Year

 

 -  

 

 (1.5)

 

 -  

 

 (0.1)

 

 (1.1)

 

 -  

 

 -  

 

 -  

Accretion

Accretion

 

 2.2 

 

 1.5 

 

 1.2 

 

 0.3 

 

 2.0 

 

 1.5 

 

 1.1 

 

 0.3 

Accretion

 

 2.2 

 

 1.8 

 

 1.3 

 

 0.4 

 

 1.9 

 

 1.5 

 

 1.1 

 

 0.3 

Revisions in Estimated Cash Flows

Revisions in Estimated Cash Flows

 

 

 (0.1)

 

 

 - 

 

 

 (0.1)

 

 

 (0.1)

 

 

 0.3 

 

 

 3.4 

 

 

 - 

 

 

 - 

Revisions in Estimated Cash Flows

 

 (3.7)

 

 

 (5.5)

 

 

 (0.7)

 

 

 (0.5)

 

 

 (0.5)

 

 

 -  

 

 

 -  

 

 

 -  

Balance as of End of Year

Balance as of End of Year

 

$

 35.0 

 

$

 32.8 

 

$

 19.5 

 

$

 4.5 

 

$

 33.6 

 

$

 31.4 

 

$

 18.4 

 

$

 4.3 

Balance as of End of Year

$

 33.8 

 

$

 35.3 

 

$

 21.6 

 

$

 5.7 

 

$

 35.3 

 

$

 34.3 

 

$

 20.6 

 

$

 5.9 




126



The Liability Assumed Upon Consolidation ofEversource's amounts include CYAPC and YAEC represents the CYAPCYAEC's AROs of $319.1 million and YAEC ARO fair value$317.3 million as of the merger date.December 31, 2015 and 2014, respectively.  The fair value of the ARO for CYAPC and YAEC includes uncertainties of the fuel off-load dates related to the DOE’s timing of performance regarding its obligation to dispose of the spent nuclear fuel and high level waste.  The incremental asset recorded as an offset to the ARO liability was fully depreciated since the plants have no remaining useful life.  Any changes in the assumptions used to calculate the fair value of the ARO liability are recorded as anwith a corresponding offset to the related regulatory asset.  The assets held in the CYAPC and YAEC nuclear decommissioning trusttrusts are restricted for settling the asset retirement obligationARO and all other decommissioning obligations.  For further information on the assets held in trust to support this obligation,the nuclear decommissioning trusts, see Note 6,5, "Marketable Securities," to the financial statements.


8.

106



7.

SHORT-TERM DEBT


Short-Term Borrowing Limits:  The amount of short-term borrowings that may be incurred by CL&P, NSTAR Electric and WMECO is subject to periodic approval by the FERC.  As a result of the NHPUC having jurisdiction over PSNH's short-term debt, PSNH is not currently required to obtain FERC approval for its short-term borrowings.  On July 31, 2013,June 16, 2015, the FERC granted authorization to allowthat allows CL&P and WMECO to incur total short-term borrowings up to a maximum of $600 million and $300 million, respectively, effective January 1, 20142016 through December 31, 2015.2017.  On May 16, 2012,June 11, 2014, the FERC granted authorization to allow NSTAR Electric to issue total short-term debt securities in an aggregate principal amount not to exceed $655 million outstanding at any one time, effective October 23, 201224, 2014 through October 23, 2014.  As a result of the NHPUC having jurisdiction over PSNH's short-term debt, PSNH is not currently required to obtain FERC approval for its short-term borrowings.2016.  


PSNH is authorized by regulation of the NHPUC to incur short-term borrowings up to 10 percent of net fixed plant plus an additional $60 million until further ordered by the NHPUC.  As of December 31, 2013,2015, PSNH's short-term debt authorization under the 10 percent of net fixed plant test plus $60 million totaled approximately $293$325 million.  


CL&P's certificate of incorporation contains preferred stock provisions restricting the amount of unsecured debt that CL&P may incur, including limiting unsecured indebtedness with a maturity of less than 10 years to 10 percent of total capitalization.  In November 2003, CL&P obtained from its preferred stockholders a waiver of such 10 percent limit for a ten-year period expiring in March 2014, provided that all unsecured indebtedness does not exceed 20 percent of total capitalization.  As of December 31, 2013,2015, CL&P had $776.9$327.3 million of unsecured debt capacity available under this authorization.


Yankee Gas and NSTAR Gas are not required to obtain approval from any state or federal authority to incur short-term debt.


Credit Agreements and Commercial Paper Programs:  NUEversource parent, CL&P, PSNH, WMECO, NSTAR Gas and Yankee Gas are parties to a five-year $1.45 billion revolving credit facility.  On October 26, 2015, this revolving credit facility was amended and restated and the termination date was extended to September 4, 2020.  Under the revolving credit facility, CL&P has a borrowing sublimit of $600 million, and PSNH and WMECO each have borrowing sublimits of $300 million.  The revolving credit facility is to be used primarilyserves to backstop theEversource parent's $1.45 billion commercial paper program at NU, which commenced July 25, 2012.program.  The commercial paper program allows NUEversource parent to issue commercial paper as a form of short-term debt.  On September 6, 2013,As of December 31, 2015 and 2014, Eversource parent had approximately $1.1 billion in short-term borrowings outstanding on each date under the $1.15 billion revolving credit facility dated July 25, 2012 was amended to increase the aggregate principal amount available thereunder by $300 million to $1.45 billion, to extend the expiration date from July 25, 2017 to September 6, 2018, and to increase CL&P's borrowing sublimit from $300 million to $600 million.  PSNH and WMECO each have borrowing sublimits of $300 million.  On September 6, 2013, NU parent’s $1.15 billionEversource parent commercial paper program, leaving $351.5 million and $348.9 million of available borrowing capacity as of December 31, 2015 and 2014, respectively.  The weighted-average interest rate on these borrowings as of December 31, 2015 and 2014 was increased by $3000.72 percent and 0.43 percent, respectively.  As of December 31, 2015, there were intercompany loans from Eversource parent of $277.4 million to $1.45 billion.  CL&P, $231.3 million to PSNH and $143.4 million to WMECO.  As of December 31, 2014, there were intercompany loans from Eversource parent of $133.4 million to CL&P, $90.5 million to PSNH and $21.4 million to WMECO.


NSTAR Electric has a five-year $450 million revolving credit facility.  ThisOn October 26, 2015, this revolving credit facility was amended and restated and the termination date was extended to September 4, 2020.  The facility serves to backstop NSTAR Electric’s existingElectric's $450 million commercial paper program.  On September 6, 2013, NSTAR Electric amended its revolving credit facility dated July 25, 2012 to extend the expiration date from July 25, 2017 to September 6, 2018.


On September 6, 2013, the CL&P five-year $300 million revolving credit facility was terminated.  As of December 31, 2012, CL&P had $89 million in borrowings outstanding under this credit agreement with a weighted average interest rate of 3.325 percent.  


As of December 31, 20132015 and 2012, NU had approximately $1.01 billion and $1.15 billion, respectively, in short-term borrowings outstanding under the commercial paper program, leaving $435.5 million of available borrowing capacity as of December 31, 2013.  The weighted-average interest rate on these borrowings as of December 31, 2013 and 2012 was 0.24 percent and 0.46 percent, respectively, which is generally based on money market rates.  As of December 31, 2013 and 2012,2014, NSTAR Electric had $103.5$62.5 million and $276$302 million, respectively, in short-term borrowings outstanding under its commercial paper program, leaving $346.5$387.5 million and $174$148 million of available borrowing capacity as of December 31, 20132015 and 2012,2014, respectively.  The weighted-average interest rate on these borrowings as of December 31, 20132015 and 20122014 was 0.130.40 percent and 0.310.27 percent, respectively, which is generally based on money market rates.respectively.  


AmountsExcept as described below, amounts outstanding under the commercial paper programs for NU and NSTAR Electric are generally included in Notes Payable for Eversource and NSTAR Electric and are classified in current liabilities on the balance sheets as all borrowings are outstanding for no more than 364 days at one time.  On January 2, 2014, Yankee Gas issued $100 million of Series L First Mortgage Bonds.  A portion of the proceeds was used to pay short-term borrowings outstanding under the NU commercial paper program.  As a result and in accordance with applicable accounting guidance, $25 million of the NU commercial paper program borrowings have been classified as Long-Term Debt as of December 31, 2013.


As of December 31, 2013 and 2012, there were intercompany loans from NU of $287.3 million and $405.1 million to CL&P, $86.5 million and $63.3 million to PSNH, and zero and $31.9 million to WMECO, respectively.  Intercompany loans from NUEversource parent to CL&P, PSNH and WMECO are included in Notes Payable to Affiliated CompaniesEversource Parent and generallyare classified in current liabilities on thetheir respective balance sheets.  Intercompany loans from Eversource to CL&P, PSNH and WMECO are eliminated in consolidation on Eversource's balance sheets.


On January 15, 2013, CL&P2015, Eversource parent issued $400$150 million of 1.60 percent Series A FirstG Senior Notes due to mature in 2018 and Refunding Mortgage Bonds.$300 million of 3.15 percent Series H Senior Notes, due to mature in 2025.  The proceeds, net of issuance costs, were used to payrepay short-term borrowings outstanding under the CL&P credit agreement of $89 million



127



and the NUEversource parent commercial paper programprogram. As the debt proceeds, net of $305.8 million.  As a result and in accordance with applicable accounting guidance, these amounts wereissuance costs, refinanced short-term debt, the short-term debt was classified as Long-Term Debt on the balance sheet as of December 31, 2012.


Intercompany loans from NU to CL&P, PSNH and WMECO are eliminated in consolidation in NU's balance sheets.2014.  See Note 8, "Long-Term Debt," for further information on these debt issuances.


Under the credit facilities NUdescribed above, Eversource and its subsidiaries must comply with certain financial and non-financial covenants, including a consolidated debt to total capitalization ratio.  As of December 31, 20132015 and 2012, NU2014, Eversource and its subsidiaries were in compliance with these covenants.  If NUEversource or its subsidiaries were not in compliance with these covenants, an event of default would occur requiring all outstanding borrowings by such borrower to be repaid and additional borrowings by such borrower would not be permitted under its respective credit facility.  


Working Capital: Each of NU, CL&P, NSTAR Electric, PSNH and WMECO use its available capital resources to fund its respective construction expenditures, meet debt requirements, pay operating costs, including storm-related costs, pay dividends and fund other corporate obligations, such as pension contributions.  The current growth in NU’s transmission construction expenditures utilizes a significant amount of cash for projects that have a long-term return on investment and recovery period.  In addition, NU’s Regulated companies recover its electric and natural gas distribution construction expenditures as the related project costs are depreciated over the life of the assets.  This impacts the timing of the revenue stream designed to fully recover the total investment plus a return on the equity portion of the cost and related financing costs.  These factors have resulted in current liabilities exceeding current assets by approximately $1.2 billion, $398 million and $339 million at NU, CL&P and NSTAR Electric, respectively, as of December 31, 2013.

107


As of December 31, 2013, $501.7 million of NU's obligations classified as current liabilities relates to long-term debt that will be paid in the next 12 months, consisting of $150 million for CL&P, $301.7 million for NSTAR Electric and $50 million for PSNH.  In addition, $31.7 million relates to the amortization of the purchase accounting fair value adjustment that will be amortized in the next twelve months.  NU, with its strong credit ratings, has several options available in the financial markets to repay or refinance these maturities with the issuance of new long-term debt.  NU, CL&P, NSTAR Electric, PSNH and WMECO will reduce their short-term borrowings with cash received from operating cash flows or with the issuance of new long-term debt, determined considering capital requirements and maintenance of NU's credit rating and profile.  Management expects the future operating cash flows of NU, CL&P, NSTAR Electric, PSNH and WMECO, along with the access to financial markets, will be sufficient to meet any future operating requirements and capital investment forecasted opportunities.


9.

8.

LONG-TERM DEBT


Details of long-term debt outstanding are as follows:


 

CL&P

As of December 31,

 

(Millions of Dollars)

2013 

 

2012 

 

First Mortgage Bonds:

 

 

 

 

 

 

 

7.875% 1994 Series D due 2024

$

 139.8 

 

$

 139.8 

 

 

4.800% 2004 Series A due 2014

 

 150.0 

 

 

 150.0 

 

 

5.750% 2004 Series B due 2034

 

 130.0 

 

 

 130.0 

 

 

5.000% 2005 Series A due 2015

 

 100.0 

 

 

 100.0 

 

 

5.625% 2005 Series B due 2035

 

 100.0 

 

 

 100.0 

 

 

6.350% 2006 Series A due 2036

 

 250.0 

 

 

 250.0 

 

 

5.375% 2007 Series A due 2017

 

 150.0 

 

 

 150.0 

 

 

5.750% 2007 Series B due 2037

 

 150.0 

 

 

 150.0 

 

 

5.750% 2007 Series C due 2017

 

 100.0 

 

 

 100.0 

 

 

6.375% 2007 Series D due 2037

 

 100.0 

 

 

 100.0 

 

 

5.650% 2008 Series A due 2018

 

 300.0 

 

 

 300.0 

 

 

5.500% 2009 Series A due 2019

 

 250.0 

 

 

 250.0 

 

 

2.500% 2013 Series A due 2023(1)

 

 400.0 

 

 

 - 

 

Total First Mortgage Bonds

 

 2,319.8 

 

 

 1,919.8 

 

Pollution Control Notes:

 

 

 

 

 

 

 

4.375% Fixed Rate Tax Exempt due 2028

 

 120.5 

 

 

 120.5 

 

 

1.25% Fixed Rate Tax Exempt due 2028(2)

 

 - 

 

 

 125.0 

 

 

1.55% Fixed Rate Tax Exempt due 2031(2)

 

 62.0 

 

 

 62.0 

 

Total Pollution Control Notes

 

 182.5 

 

 

 307.5 

 

Total First Mortgage Bonds and Pollution Control Notes

 

 2,502.3 

 

 

 2,227.3 

 

Fees and Interest due for Spent Nuclear Fuel Disposal Costs

 

 244.4 

 

 

 244.3 

 

CL&P Commercial Paper and Revolver Borrowings(1)

 

 - 

 

 

 394.8 

 

Less Amounts due Within One Year

 

 (150.0)

 

 

 (125.0)

 

Unamortized Premiums and Discounts, Net

 

 (5.5)

 

 

 (3.6)

 

CL&P Long-Term Debt

$

 2,591.2 

 

$

 2,737.8 

CL&P

As of December 31,

(Millions of Dollars)

2015 

 

2014 

First Mortgage Bonds:

 

 

 

 

 

 

7.875% 1994 Series D due 2024

$

 139.8 

 

$

 139.8 

 

5.750% 2004 Series B due 2034

 

 130.0 

 

 

 130.0 

 

5.000% 2005 Series A due 2015 

 

 -  

 

 

 100.0 

 

5.625% 2005 Series B due 2035

 

 100.0 

 

 

 100.0 

 

6.350% 2006 Series A due 2036

 

 250.0 

 

 

 250.0 

 

5.375% 2007 Series A due 2017

 

 150.0 

 

 

 150.0 

 

5.750% 2007 Series B due 2037

 

 150.0 

 

 

 150.0 

 

5.750% 2007 Series C due 2017

 

 100.0 

 

 

 100.0 

 

6.375% 2007 Series D due 2037

 

 100.0 

 

 

 100.0 

 

5.650% 2008 Series A due 2018

 

 300.0 

 

 

 300.0 

 

5.500% 2009 Series A due 2019

 

 250.0 

 

 

 250.0 

 

2.500% 2013 Series A due 2023

 

 400.0 

 

 

 400.0 

 

4.300% 2014 Series A due 2044 

 

 250.0 

 

 

 250.0 

 

4.150% 2015 Series A due 2045

 

 350.0 

 

 

 -  

Total First Mortgage Bonds

 

 2,669.8 

 

 

 2,419.8 

Pollution Control Revenue Bonds:

 

 

 

 

 

 

4.375% Fixed Rate Tax Exempt due 2028

 

 120.5 

 

 

 120.5 

 

1.550% Fixed Rate Tax Exempt due 2031 

 

 -  

 

 

 62.0 

Total Pollution Control Revenue Bonds

 

 120.5 

 

 

 182.5 

Pre-1983 Spent Nuclear Fuel Obligation

 

 -  

 

 

 244.5 

Less Amounts due Within One Year

 

 -  

 

 

 (162.0)

Unamortized Premiums and Discounts, Net

 

 (10.7)

 

 

 (4.8)

Unamortized Debt Issuance Costs(1)

 

 (15.9)

 

 

 (15.8)

CL&P Long-Term Debt(1)

$

 2,763.7 

 

$

 2,664.2 


NSTAR Electric

As of December 31,

(Millions of Dollars)

2015 

 

2014 

Debentures:

 

 

 

 

 

 

5.750% due 2036

$

 200.0 

 

$

 200.0 

 

5.625% due 2017

 

 400.0 

 

 

 400.0 

 

5.500% due 2040

 

 300.0 

 

 

 300.0 

 

2.375% due 2022

 

 400.0 

 

 

 400.0 

 

Variable Rate due 2016 (0.6036% and 0.4721% as of December 31, 2015 and 2014)

 

 200.0 

 

 

 200.0 

 

4.400% due 2044 

 

 300.0 

 

 

 300.0 

 

3.250% due 2025

 

 250.0 

 

 

 -  

Total Debentures

 

 2,050.0 

 

 

 1,800.0 

Bonds:

 

 

 

 

 

 

7.375% Tax Exempt Sewage Facility Revenue Bonds, due 2015

 

 -  

 

 

 4.7 

Less Amounts due Within One Year

 

 (200.0)

 

 

 (4.7)

Unamortized Premiums and Discounts, Net

 

 (8.5)

 

 

 (7.3)

Unamortized Debt Issuance Costs(1)

 

 (11.7)

 

 

 (11.2)

NSTAR Electric Long-Term Debt(1)

$

 1,829.8 

 

$

 1,781.5 

 

  

 

 

 

 

 

PSNH

As of December 31,

(Millions of Dollars)

2015 

 

2014 

First Mortgage Bonds:

 

 

 

 

 

 

5.60% Series M due 2035

$

 50.0 

 

$

 50.0 

 

6.15% Series N due 2017

 

 70.0 

 

 

 70.0 

 

6.00% Series O due 2018

 

 110.0 

 

 

 110.0 

 

4.50% Series P due 2019

 

 150.0 

 

 

 150.0 

 

4.05% Series Q due 2021

 

 122.0 

 

 

 122.0 

 

3.20% Series R due 2021

 

 160.0 

 

 

 160.0 

 

3.50% Series S due 2023 

 

 325.0 

 

 

 325.0 

Total First Mortgage Bonds

 

 987.0 

 

 

 987.0 

Pollution Control Revenue Bonds:

 

 

 

 

 

 

Adjustable Rate Tax Exempt Series A due 2021   

  (0.193% and 0.175% as of December 31, 2015 and 2014)

 

 89.3 

 

 

 89.3 

Unamortized Premiums and Discounts, Net

 

 0.1 

 

 

 -  

Unamortized Debt Issuance Costs(1)

 

 (5.4)

 

 

 (6.3)

PSNH Long-Term Debt(1)

$

 1,071.0 

 

$

 1,070.0 




128108







 

NSTAR Electric

As of December 31,

 

(Millions of Dollars)

2013 

 

2012 

 

Debentures:

 

 

 

 

 

 

 

4.875% due 2014

$

 300.0 

 

 300.0 

 

 

5.75% due 2036

 

 200.0 

 

 

 200.0 

 

 

5.625% due 2017

 

 400.0 

 

 

 400.0 

 

 

5.50% due 2040

 

 300.0 

 

 

 300.0 

 

 

2.375% due 2022

 

 400.0 

 

 

 400.0 

 

 

Variable Rate due 2016(3)

 

 200.0 

 

 

 - 

 

Total Debentures

 

 1,800.0 

 

 

 1,600.0 

 

Bonds:

 

 

 

 

 

 

 

7.375% Tax Exempt Sewage Facility Revenue Bonds, due 2015

 

 6.4 

 

 

 8.0 

 

Less Amounts due Within One Year

 

 (301.7)

 

 

 (1.7)

 

Unamortized Premiums and Discounts, Net

 

 (5.3)

 

 

 (5.4)

 

NSTAR Electric Long-Term Debt

$

 1,499.4 

 

$

 1,600.9 

 

 

 

 

 

 

 

 


 

PSNH

As of December 31,

 

(Millions of Dollars)

2013 

 

2012 

 

First Mortgage Bonds:

 

 

 

 

 

 

 

5.25% 2004 Series L due 2014

$

 50.0 

 

$

 50.0 

 

 

5.60% 2005 Series M due 2035

 

 50.0 

 

 

 50.0 

 

 

6.15% 2007 Series N due 2017

 

 70.0 

 

 

 70.0 

 

 

6.00% 2008 Series O due 2018

 

 110.0 

 

 

 110.0 

 

 

4.50% 2009 Series P due 2019

 

 150.0 

 

 

 150.0 

 

 

4.05% 2011 Series Q due 2021

 

 122.0 

 

 

 122.0 

 

 

3.20% 2011 Series R due 2021

 

 160.0 

 

 

 160.0 

 

 

3.50% 2013 Series S due 2023(4)

 

 250.0 

 

 

 - 

 

Total First Mortgage Bonds

 

 962.0 

 

 

 712.0 

 

Pollution Control Revenue Bonds:

 

 

 

 

 

 

 

4.75% - 5.45% Tax Exempt Series B and C due 2021(4)

 

 - 

 

 

 198.2 

 

 

Adjustable Rate Series A due 2021

 

 89.3 

 

 

 89.3 

 

Total Pollution Control Revenue Bonds

 

 89.3 

 

 

 287.5 

 

Less Amounts due Within One Year

 

 (50.0)

 

 

 - 

 

Unamortized Premiums and Discounts, Net

 

 (2.3)

 

 

 (1.6)

 

PSNH Long-Term Debt

$

 999.0 

 

$

 997.9 


  

WMECO

As of December 31,

  

(Millions of Dollars)

2013 

 

2012 

  

 Other Notes:

 

 

 

 

 

  

 

5.00% Senior Notes Series A, due 2013 (5)

$

 - 

 

$

 55.0 

  

 

5.90% Senior Notes Series B, due 2034

 

 50.0 

 

 

 50.0 

  

 

5.24% Senior Notes Series C, due 2015

 

 50.0 

 

 

 50.0 

  

 

6.70% Senior Notes Series D, due 2037

 

 40.0 

 

 

 40.0 

  

 

5.10% Senior Notes Series E, due 2020

 

 95.0 

 

 

 95.0 

  

 

3.50% Senior Notes Series F, due 2021

 

 250.0 

 

 

 250.0 

  

 

3.88% Senior Notes Series G, due 2023 (5)

 

 80.0 

 

 

 - 

  

Total Other Notes

 

 565.0 

 

 

 540.0 

  

Fees and Interest due for Spent Nuclear Fuel Disposal Costs

 

 57.3 

 

 

 57.3 

  

Less Amounts due Within One Year (5)

 

 - 

 

 

 (55.0)

  

Unamortized Premiums and Discounts, Net

 

 7.1 

 

 

 8.0 

  

WMECO Long-Term Debt

$

 629.4 

 

$

 550.3 

  

 

 

 

 

 

 

 




129







  

OTHER

As of December 31,

  

(Millions of Dollars)

2013 

 

 

2012 

  

Yankee Gas - First Mortgage Bonds:

 

 

 

 

 

  

 

8.48% Series B due 2022

$

 20.0 

 

$

 20.0 

  

 

4.80% Series G due 2014 (6)

 

 75.0 

 

 

 75.0 

  

 

5.26% Series H due 2019

 

 50.0 

 

 

 50.0 

  

 

5.35% Series I due 2035

 

 50.0 

 

 

 50.0 

  

 

6.90% Series J due 2018

 

 100.0 

 

 

 100.0 

  

 

4.87% Series K due 2020

 

 50.0 

 

 

 50.0 

  

Total First Mortgage Bonds

 

 345.0 

 

 

 345.0 

  

Unamortized Premium

 

 0.7 

 

 

 0.8 

  

Yankee Gas Long-Term Debt

 

 345.7 

 

 

 345.8 

  

 

 

 

 

 

 

 

  

NSTAR Gas - First Mortgage Bonds:

 

 

 

 

 

  

 

9.95% Series J due 2020

 

 25.0 

 

 

 25.0 

  

 

7.11% Series K due 2033

 

 35.0 

 

 

 35.0 

  

 

7.04% Series M due 2017

 

 25.0 

 

 

 25.0 

  

 

4.46% Series N due 2020

 

 125.0 

 

 

 125.0 

  

NSTAR Gas Long-Term Debt

 

 210.0 

 

 

 210.0 

  

 

 

 

 

 

 

 

  

Other - Notes and Debentures:

 

 

 

 

 

  

 

5.65% Senior Notes Series C due 2013 (NU Parent) (7)

 

 - 

 

 

 250.0 

  

 

Variable Rate Senior Notes Series D due 2013 (NU Parent) (7)

 

 - 

 

 

 300.0 

  

 

1.45% Senior Notes Series E due 2018 (NU Parent)(7)

 

 300.0 

 

 

 - 

  

 

2.80% Senior Notes Series F due 2023 (NU Parent)(7)

 

 450.0 

 

 

 - 

  

 

4.50% Debentures due 2019 (NU Parent)

 

 350.0 

 

 

 350.0 

  

 

NU Commercial Paper Borrowings (6)

 

 25.0 

 

 

 - 

  

 

Spent Nuclear Fuel Obligation (CYAPC)

 

 179.4 

 

 

 179.3 

  

Total Other Long-Term Debt

 

 1,304.4 

 

 

 1,079.3 

  

Fair Value Adjustment(8)

 

 230.7 

 

 

 259.9 

  

Less Amounts due Within One Year  

 

 - 

 

 

 (550.0)

  

Less Fair Value Adjustment - Current Portion(8)

 

 (31.7)

 

 

 (31.7)

  

Unamortized Premiums and Discounts, Net

 

 (1.3)

 

 

 - 

  

Total NU Long-Term Debt

$

 7,776.8 

 

$

 7,200.2 

WMECO

As of December 31,

(Millions of Dollars)

2015 

 

2014 

Notes:

 

 

 

 

 

 

5.90% Senior Notes Series B, due 2034

$

 50.0 

 

$

 50.0 

 

5.24% Senior Notes Series C, due 2015

 

 -  

 

 

 50.0 

 

6.70% Senior Notes Series D, due 2037

 

 40.0 

 

 

 40.0 

 

5.10% Senior Notes Series E, due 2020

 

 95.0 

 

 

 95.0 

 

3.50% Senior Notes Series F, due 2021

 

 250.0 

 

 

 250.0 

 

3.88% Senior Notes Series G, due 2023

 

 80.0 

 

 

 80.0 

Total Notes

 

 515.0 

 

 

 565.0 

Pre-1983 Spent Nuclear Fuel Obligation

 

 -  

 

 

 57.4 

Less Amounts due Within One Year

 

 -  

 

 

 (50.0)

Unamortized Premiums and Discounts, Net

 

 5.2 

 

 

 6.1 

Unamortized Debt Issuance Costs (1)

 

 (2.9)

 

 

 (3.3)

WMECO Long-Term Debt (1)

$

 517.3 

 

$

 575.2 

 

  

 

 

 

 

 

OTHER

As of December 31,

(Millions of Dollars)

2015 

 

 

2014 

Yankee Gas - First Mortgage Bonds:

 

 

 

 

 

 

8.48% Series B due 2022

$

 20.0 

 

$

 20.0 

 

5.26% Series H due 2019

 

 50.0 

 

 

 50.0 

 

5.35% Series I due 2035

 

 50.0 

 

 

 50.0 

 

6.90% Series J due 2018

 

 100.0 

 

 

 100.0 

 

4.87% Series K due 2020

 

 50.0 

 

 

 50.0 

 

4.82% Series L due 2044 

 

 100.0 

 

 

 100.0 

 

3.35% Series M due 2025

 

 75.0 

 

 

 -  

Total First Mortgage Bonds

 

 445.0 

 

 

 370.0 

Unamortized Premium

 

 0.4 

 

 

 0.6 

Unamortized Debt Issuance Costs (1)

 

 (1.7)

 

 

 (1.5)

Yankee Gas Long-Term Debt (1)

 

 443.7 

 

 

 369.1 

 

  

 

 

 

 

 

NSTAR Gas - First Mortgage Bonds:

 

 

 

 

 

 

9.95% Series J due 2020

 

 25.0 

 

 

 25.0 

 

7.11% Series K due 2033

 

 35.0 

 

 

 35.0 

 

7.04% Series M due 2017

 

 25.0 

 

 

 25.0 

 

4.46% Series N due 2020

 

 125.0 

 

 

 125.0 

 

4.35% Series O due 2045

 

 100.0 

 

 

 -  

Total First Mortgage Bonds

 

 310.0 

 

 

 210.0 

Unamortized Debt Issuance Costs (1)

 

 (0.8)

 

 

 (0.6)

NSTAR Gas Long-Term Debt (1)

 

 309.2 

 

 

 209.4 

 

  

 

 

 

 

 

Eversource Parent - Notes and Debentures:

 

 

 

 

 

 

4.50% Debentures due 2019

 

 350.0 

 

 

 350.0 

 

1.45% Senior Notes Series E due 2018

 

 300.0 

 

 

 300.0 

 

2.80% Senior Notes Series F due 2023

 

 450.0 

 

 

 450.0 

 

1.60% Senior Notes Series G due 2018

 

 150.0 

 

 

 -  

 

3.15% Senior Notes Series H due 2025

 

 300.0 

 

 

 -  

 

Eversource Parent Commercial Paper Borrowings

 

 -  

 

 

 446.3 

Total Eversource Parent Notes and Debentures

 

 1,550.0 

 

 

 1,546.3 

Pre-1983 Spent Nuclear Fuel Obligation (CYAPC)

 

 179.5 

 

 

 179.4 

Fair Value Adjustment(2)

 

 173.5 

 

 

 202.3 

Less Fair Value Adjustment - Current Portion(2)

 

 (28.9)

 

 

 (28.9)

Unamortized Premiums and Discounts, Net 

 

 (1.3)

 

 

 (1.2)

Unamortized Debt Issuance Costs (1)

 

 (1.9)

 

 

 1.1 

Total Other Long-Term Debt (1)

$

 2,623.8 

 

$

 2,477.5 

 

  

 

 

 

 

 

Total Eversource Long-Term Debt (1)

$

 8,805.6 

 

$

 8,568.4 


(1)

On January 15, 2013, CL&P issued $400 millionEffective December 31, 2015, the carrying amount of 2.50 percent Series A First and Refunding Mortgage Bonds with a maturity date of January 15, 2023.  The proceeds, net ofLong-Term Debt includes unamortized debt issuance costs were used to pay short-term borrowings outstanding underpresented as a direct reduction from the CL&P credit agreementcarrying amount of $89 million and the NU commercial paper program of $305.8 million.  As a result anddebt liability, in accordance with applicablenew accounting guidance, these amounts were classified asguidance.  The December 31, 2014 carrying amount of Long-Term Debt onwas retrospectively adjusted to conform to the balance sheet ascurrent year presentation.  See Note 1C, "Summary of December 31, 2012.Significant Accounting Policies – Accounting Standards," for further information.


(2)

In April 2012, CL&P remarketed $62 million of tax-exempt PCRBs for a three-year period.  The PCRBs, which mature on May 1, 2031, carry a coupon rate of 1.55 percent during the current three-year fixed rate period and are subject to mandatory tender for purchase on April 1, 2015.  On September 3, 2013, CL&P redeemed at par $125 million of 1.25 percent Series B 2011 PCRBs, which were subject to mandatory tender for purchase, using short-term debt.  


(3)

On May 17, 2013, NSTAR Electric issued $200 million of three-year floating rate debentures due in May 2016.  The proceeds, net of issuance costs, were used to repay commercial paper borrowings and for general corporate purposes.  The debentures have a coupon rate reset quarterly based on 3-month LIBOR plus a credit spread of 0.24 percent.  The interest rate as of December 31, 2013 was 0.478 percent.


(4)

On May 1, 2013, PSNH redeemed at par approximately $109 million of the 2001 Series C PCRBs that were due to mature in 2021 using short-term debt.  On November 14, 2013, PSNH issued $250 million of 3.50 percent Series S First Mortgage Bonds due in 2023.  On December 23, 2013, PSNH redeemed approximately $89 million of the Series B PCRBs that were due to mature in 2021.  The proceeds of the Series S issuance were used to repay the short term debt used to redeem the $109 million 2001 Series C PCRBs and to redeem the $89 million Series B PCRBs and pay the associated call premium.  The remaining proceeds of the offering were used to refinance short-term debt.


(5)

On September 1, 2013, WMECO repaid at maturity the $55 million Series A Senior Notes using short-term debt.  On November 15, 2013, WMECO issued $80 million of 3.88 percent Series G Senior Notes due in 2023.  The proceeds, net of issuance costs, were used to pay short-term borrowings and for other working capital purposes.  


(6)

On January 2, 2014, Yankee Gas issued $100 million of 4.82 percent Series L First Mortgage Bonds due to mature in 2044.  The proceeds, net of issuance costs, were used to repay the Series G $75 million First Mortgage Bonds that matured on January 1, 2014 and to pay $25 million in short-term borrowings.  As a result and in accordance with applicable accounting guidance, these amounts were classified as Long-Term Debt on NU’s balance sheet as of December 31, 2013.  


(7)

On May 13, 2013, NU parent issued $750 million of Senior Notes, consisting of $300 million of 1.45 percent Series E Senior Notes due to mature in 2018 and $450 million of 2.80 percent Series F Senior Notes due to mature in 2023.  The proceeds, net of issuance costs, were used to repay the NU parent $250 million Series C Senior Notes at a coupon rate of 5.65 percent that matured on June 1, 2013 and the NU parent $300 million floating rate Series D Senior Notes that matured on



130



September 20, 2013.  The remaining net proceeds were used to repay commercial paper program borrowings and for working capital purposes.


(8)

Amount relates tofair value adjustment amount is the purchase price adjustment, net of amortization, required to record the NSTAR long-term debt at fair value on the date of the merger.


Long-term debt maturities, mandatory tender payments and cash sinking fund requirements on debt outstanding for the years 2014 throughLong-Term Debt Issuances:  On January 15, 2015, Eversource parent issued $150 million of 1.60 percent Series G Senior Notes, due to mature in 2018, and thereafter are shown below.  These amounts exclude fees and interest$300 million of 3.15 percent Series H Senior Notes, due for spent nuclear fuel disposalto mature in 2025.  As the debt proceeds, net of issuance costs, net unamortized premiums and discounts, and other fair value adjustmentsrefinanced short-term debt, the short-term debt was classified as Long-Term Debt as of December 31, 2013:2014.  On May 20, 2015 and December 1, 2015, CL&P issued $300 million and $50 million, respectively, of 4.15 percent 2015 Series A First and Refunding Mortgage Bonds due to mature in 2045.On September 10, 2015, Yankee Gas issued $75 million of 3.35 percent 2015 Series M First Mortgage Bonds due to mature in 2025.  On November 18, 2015, NSTAR Electric issued $250 million of 3.25 percent debentures, due to mature in 2025.  On December 8, 2015, NSTAR Gas issued $100



109


(Millions of Dollars)

NU

 

CL&P

 

NSTAR Electric

 

PSNH

 

WMECO

2014 

$

 576.7 

 

 150.0 

 

 301.7 

 

 50.0 

 

 - 

2015 

 

 216.7 

 

 

 162.0 

 

 

 4.7 

 

 

 - 

 

 

 50.0 

2016 

 

 200.0 

 

 

 - 

 

 

 200.0 

 

 

 - 

 

 

 - 

2017 

 

 745.0 

 

 

 250.0 

 

 

 400.0 

 

 

 70.0 

 

 

 - 

2018 

 

 810.0 

 

 

 300.0 

 

 

 - 

 

 

 110.0 

 

 

 - 

Thereafter

 

 5,031.6 

 

 

 1,640.3 

 

 

 900.0 

 

 

 821.3 

 

 

 515.0 

Total

$

 7,580.0 

 

 2,502.3 

 

 1,806.4 

 

 1,051.3 

 

 565.0 


million of 4.35 percent Series O First Mortgage Bonds due to mature in 2045.  The proceeds of all debt issuances, net of issuance costs, were used to repay short-term borrowings and fund capital expenditures and working capital.


Long-Term Debt Repayments:  On April 1, 2015, CL&P repaid at maturity the $100 million 5.00 percent 2005 Series A First and Refunding Mortgage Bonds and also redeemed the $62 million 1996A Series 1.55 percent PCRBs that were subject to mandatory tender using short-term borrowings.  On August 3, 2015, WMECO repaid at maturity the $50 million 5.24 percent Series C Senior Notes, using short-term borrowings.


Long-Term Debt Issuance Authorizations:  On November 25, 2015, PURA approved Yankee Gas’ request to extend the authorization period for issuance of up to $125 million in long-term debt from December 31, 2015 to December 31, 2016.  On December 4, 2015, the DPU authorized WMECO to issue up to $100 million in long-term debt for the period through December 31, 2016.  On December 4, 2015, the DPU approved NSTAR Electric’s request to extend the authorization period for issuance of up to $250 million in long-term debt from December 31, 2015 to December 31, 2016.  


Long-Term Debt Provisions:  The utility plant of CL&P, PSNH, Yankee Gas and NSTAR Gas is subject to the lien of each company's respective first mortgage bond indenture.  The Eversource parent, NSTAR Electric WMECO and NU parentWMECO debt is unsecured.  Additionally, the long-term debt agreements provide that Eversource and certain of its subsidiaries must comply with certain covenants as are customarily included in such agreements, including a minimum equity requirement for NSTAR Gas.  Under the minimum equity requirement, the outstanding long-term debt of NSTAR Gas must not exceed equity.  


CL&P’s&P's obligation to repay each series ofthe PCRBs is secured by first mortgage bonds.  Each such series ofThe first mortgage bonds containscontain similar terms and provisions as the applicable series of PCRBs.  If CL&P fails to meet its obligations under the first mortgage bonds, then the holder of the first mortgage bonds (the issuer of the PCRBs) would have rights under the first mortgage bonds.  CL&P’s $62 million tax-exempt PCRBs, which is subject to mandatory tender for purchase on April 1, 2015, cannot be redeemed prior to its tender date.  CL&P’s&P's $120.5 million tax-exempt PCRBs will be subject to redemption at par on or after September 1, 2021.  All other long-term debt securities are subject to make-whole provisions.  


PSNH's obligation to repay the PCRBs is secured by first mortgage bonds and bond insurance.  The first mortgage bonds contain similar terms and provisions as the PCRBs.  If PSNH fails to meet its obligations under the first mortgage bonds, then the holder of the first mortgage bonds (the issuer of the PCRBs) would have rights under the first mortgage bonds.  The PSNH Series A tax-exempt PCRBs are currently callable at 100 percent of par.  The PCRBs bear interest at a rate that is periodically set pursuant to auctions.  PSNH is not obligated to purchase these PCRBs, which mature in 2021, from the remarketing agent.  The interest rate as of December 31, 2013 was 0.088 percent.  


The long-term debt agreements provide that NU and certain of its subsidiaries must comply with certain covenants as are customarily included in such agreements, including a minimum equity requirement for NSTAR Gas.  Under the minimum equity requirement, the outstanding long-term debt of NSTAR Gas must not exceed equity.  


Yankee Gas has certain long-term debt agreements that contain cross-default provisions applicable to all of Yankee Gas’ outstanding first mortgage bond series.  The cross-default provisions on Yankee Gas’ Series B Bonds would be triggered if Yankee Gas were to default on a payment due on indebtedness in excess of $2 million.  The cross-default provisions on all other series of Yankee Gas’ first mortgage bonds would be triggered if Yankee Gas were to default in a payment due on indebtedness in excess of $10 million.provisions.  No other debt issuances contain cross-default provisions as of December 31, 2013.2015.


Pre-1983 Spent Nuclear Fuel Obligation:  Under the Nuclear Waste Policy Act of 1982, CL&P and WMECO mustwere obligated to pay the DOE for the costs of disposal of pre-1983 spent nuclear fuel and high-level radioactive waste for the period prior to the sale of their ownership shares in the Millstone nuclear power stations.  


stations, which were sold in March 2001.  The DOE is responsible for the selection and development of repositories for, and the disposal of, spent nuclear fuel and high-level radioactive waste.  For nuclear fuel used to generate electricity prior to April 7, 1983 (Prior Period Spent Nuclear Fuel) for CL&P and WMECO, an accrual has been recorded for the full liability, and payment must be made by CL&P and WMECO to the DOE prior to the first delivery of spent fuel to the DOE.  After the sale of the Millstone nuclear power stations in March 2001, CL&P and WMECO remained responsible for their share of the disposal costs associated with the Prior Periodfor nuclear fuel used to generate electricity prior to April 7, 1983 (pre-1983 Spent Nuclear Fuel.  Until such paymentFuel) and recorded an accrual for the full liability thereof to the DOE is made, the outstandingDOE.  This liability will continue to accrueaccrued interest costs at the 3-month Treasury bill yield rate.  As of December 31, 2014, CL&P and WMECO's pre-1983 Spent Nuclear Fuel obligation was $244.5 million and $57.4 million, respectively, which included accumulated interest costs of $178 million for CL&P and $41.8 million for WMECO.


In late 2015, CL&P and WMECO made payments of $244.6 million and $57.4 million, respectively, to fully satisfy their pre-1983 Spent Nuclear Fuel obligations to the DOE, which included accumulated interest of $178 million and $41.8 million, respectively.  CL&P issued debt to fund its payment while WMECO liquidated its spent nuclear fuel trust.  


In addition, as a result of consolidating CYAPC, NUEversource has consolidated $179.5 million and $179.4 million, respectively, in additional pre-1983 spent nuclear fuel obligations including interest, as of December 31, 2013.  Fees due to the DOE, for the disposal of CL&P's and WMECO's Prior Period Spent Nuclear Fuel and CYAPC's spent nuclear fuel obligationwhich include accumulated interest costs of $350.3$130.7 million and $350$130.6 million ($177.9 million and $177.8 million for CL&P and $41.7 million and $41.7 million for WMECO) as of December 31, 20132015 and 2012,2014, respectively.


WMECO and  CYAPC maintain trustsmaintains a trust to fund amounts due to the DOE for the disposal of pre-1983 spent nuclear fuel.  For further information, on these trusts, see Note 6,5, "Marketable Securities," to the financial statements.


Long-Term Debt Maturities:  Long-term debt maturities on debt outstanding for the years 2016 through 2020 and thereafter are shown below.  These amounts exclude the CYAPC pre-1983 spent nuclear fuel obligation, net unamortized premiums, discounts and debt issuance costs, and other fair value adjustments as of December 31, 2015:


(Millions of Dollars)

Eversource

 

CL&P

 

NSTAR Electric

 

PSNH

 

WMECO

2016 

$

 200.0 

 

$

 -   

 

$

 200.0 

 

$

 -   

 

$

 -   

2017 

 

 745.0 

 

 

 250.0 

 

 

 400.0 

 

 

 70.0 

 

 

 -   

2018 

 

 960.0 

 

 

 300.0 

 

 

 -   

 

 

 110.0 

 

 

 -   

2019 

 

 800.0 

 

 

 250.0 

 

 

 -   

 

 

 150.0 

 

 

 -   

2020 

 

 295.0 

 

 

 -   

 

 

 -   

 

 

 -   

 

 

 95.0 

Thereafter

 

 5,736.6 

 

 

 1,990.3 

 

 

 1,450.0 

 

 

 746.3 

 

 

 420.0 

Total

$

 8,736.6 

 

$

 2,790.3 

 

$

 2,050.0 

 

$

 1,076.3 

 

$

 515.0 



131110




10.9.

EMPLOYEE BENEFITS


A.

Pension Benefits and Postretirement Benefits Other Than Pensions

NUSCO sponsors aAs of December 31, 2014, Eversource Service sponsored two defined benefit retirement planplans that covers mostcovered eligible employees, including, among others, employees of CL&P, NSTAR Electric, PSNH and WMECO employees, hired before 2006 (or as negotiated, for bargaining unit employees), referred to as the NUSCOWMECO.  Effective January 1, 2015, these two pension plans were merged into one plan, sponsored by Eversource Service (Pension Plan).   The Pension Plan. NSTAR Electric acts as plan sponsor for a defined benefit retirement plan that covers most employees of NSTAR Electric and certain affiliates, hired before October 1, 2012, or as negotiated by bargaining unit employees, referred to as the NSTAR Pension Plan.  Both plans arePlan is subject to the provisions of ERISA, as amended by the PPA of 2006. NUSCO alsoEversource’s policy is to annually fund the Pension Plan in an amount at least equal to an amount that will satisfy all federal funding requirements. In addition to the Pension Plan, Eversource maintains non-qualified defined benefit retirement plans sponsored by Eversource Service (herein collectively referred to as the SERP Plans), which provide benefits in excess of Internal Revenue Code limitations to eligible current and retired participants.  


NUSCOAs of December 31, 2014, Eversource Service also sponsorssponsored defined benefit postretirement plans that provideprovided certain retiree health care benefits, primarily medical, and dental and life insurance, benefits to retiringretired employees that meetmet certain age and service eligibility requirements, (NUSCO PBOP Plansincluding, among others, employees of CL&P, NSTAR Electric, PSNH and NSTAR PBOPWMECO.  Effective January 1, 2015, these postretirement plans were merged into one plan, sponsored by Eversource Service (PBOP Plan).Under certain circumstances, eligible retirees are required to contribute to the costs of postretirement benefits.  The benefits provided under the NUSCO and NSTAR PBOP PlansPlan are not vested and the Company has the right to modify any benefit provision subject to applicable laws at that time. Eversource annually funds postretirement costs through tax deductible contributions to external trusts.


The funded status of the Pension, SERP and PBOP Plans is calculated based on the difference between the benefit obligation and the fair value of plan assets and is recorded on the balance sheets as an asset or a liability.  Because the Regulated companies recover the retiree benefit costs from customers through rates, regulatory assets are recorded in lieu of recording an adjustment to Accumulated Other Comprehensive Income/(Loss). for the funded status of the Pension, SERP and PBOP Plans.  Regulatory accounting wasis also applied to the portions of the NUSCOEversource Service costs that support the Regulated companies, as these costs are also recovered from customers.  Adjustments to the Pension and PBOP Plans funded status for the unregulated companies are recorded on an after-tax basis to Accumulated Other Comprehensive Income/(Loss).  For further information, see Note 3,2, "Regulatory Accounting," and Note 15,14, "Accumulated Other Comprehensive Income/(Loss)," to the financial statements.  The SERP Plans do not have plan assets.


For the NUSCO Pension and PBOP Plans,year ended December 31, 2015, the expected return on plan assets is calculated by applying the assumed rate of return to a four-year rolling average of plan asset fair values, which reduces year-to-year volatility. This calculation recognizes investment gains or losses over a four-year period from the years in which they occur. Investment gains or losses for this purpose are the difference between the calculated expected return and the actual return. As investment gains and losses are reflected in the average plan asset fair values, they are subject to amortization with other unrecognized actuarial gains or losses. For the NSTAR Pension and PBOP Plans, the entire difference between the actual return and calculated expected return on plan assets isfor the Pension and PBOP Plans are reflected as a component of unrecognized actuarial gaingains or loss.losses, which are recorded in Regulatory Assets or Accumulated Other Comprehensive Income/(Loss). Unrecognized actuarial gains or losses are amortized as a component of Pensionpension and PBOP expense over the estimated average future employee service period.


Pension and SERP Plans:  The funded statusOn January 1, 2014, NSTAR Electric & Gas was merged into Eversource Service (service company merger) and, concurrently, all employees were transferred to the company they predominantly provide services for: Eversource Service, NSTAR Electric or NSTAR Gas. As a result of eachthese employee transfers, the pension and SERP assets and liabilities of NSTAR Electric & Gas were attributed by participant and transferred to the plans is recordedapplicable operating company's balance sheets. This change had no impact on the respective acting sponsor's balance sheet:  NUSCO (NUSCO Pension, NUSCO SERP and NSTAR SERP) andincome statement or net assets of NSTAR Electric (NSTAR Pension).  or Eversource.  


The NUSCO plansPension and SERP Plans are accounted for under the multiple-employer approach, while the NSTAR plans are accounted for under the multi-employer approach.  Accordingly, thewith each operating company's balance sheet reflecting its share of NSTAR Electric reflects the full funded status of the NSTAR Pension Plan.


plans.  Although Eversource maintains marketable securities in a benefit trust, the SERP Plans do not contain any assets.  For further information, see Note 5, "Marketable Securities," to the financial statements.  The following tables provide information on the Pension and SERP Plan benefit obligations, fair values of Pension Plan assets, and funded status:


 

Pension and SERP

 

Pension and SERP

NU

As of December 31,

Eversource

As of December 31,

(Millions of Dollars)

(Millions of Dollars)

2013 

 

2012(1)

(Millions of Dollars)

2015 

 

2014 

Change in Benefit Obligation

Change in Benefit Obligation

 

 

 

 

Change in Benefit Obligation

 

 

 

 

Benefit Obligation as of Beginning of Year

Benefit Obligation as of Beginning of Year

$

 (5,022.8)

 

$

 (3,098.9)

Benefit Obligation as of Beginning of Year

$

 (5,486.2)

 

$

 (4,676.5)

Liabilities Assumed from Merger with NSTAR

 

 - 

 

 (1,409.7)

Service Cost

Service Cost

 

 (102.3)

 

 (84.3)

Service Cost

 

 (91.4)

 

 (79.9)

Interest Cost

Interest Cost

 

 (206.7)

 

 (198.3)

Interest Cost

 

 (227.0)

 

 (225.7)

Actuarial Gain/(Loss)

Actuarial Gain/(Loss)

 

 433.6 

 

 (429.7)

Actuarial Gain/(Loss)

 

 331.5 

 

 (739.6)

Benefits Paid – Pension

 

 216.6 

 

 187.7 

Benefits Paid – SERP

 

 5.1 

 

 4.2 

SERP Curtailment

 

 - 

 

 

 6.2 

Benefits Paid - Pension

 

 238.5 

 

 230.3 

Benefits Paid - Lump Sum

 

 149.5 

 

 -  

Benefits Paid - SERP

 

 5.0 

 

 

 5.2 

Benefit Obligation as of End of Year

Benefit Obligation as of End of Year

$

 (4,676.5)

 

$

 (5,022.8)

Benefit Obligation as of End of Year

$

 (5,080.1)

 

$

 (5,486.2)

Change in Pension Plan Assets

Change in Pension Plan Assets

 

 

 

 

Change in Pension Plan Assets

 

 

 

 

Fair Value of Plan Assets as of Beginning of Year

$

 3,411.3 

 

$

 2,005.9 

Assets Assumed from Merger with NSTAR

 

 - 

 

 984.7 

Fair Value of Pension Plan Assets as of Beginning of Year

$

 4,126.5 

 

$

 3,985.9 

Employer Contributions

Employer Contributions

 

 284.7 

 

 222.4 

Employer Contributions

 

 154.6 

 

 171.6 

Actual Return on Plan Assets

 

 506.5 

 

 386.0 

Actual Return on Pension Plan Assets

 

 12.3 

 

 199.3 

Benefits Paid

Benefits Paid

 

 (216.6)

 

 (187.7)

Benefits Paid

 

 (238.5)

 

 (230.3)

Fair Value of Plan Assets as of End of Year

$

 3,985.9 

 

$

 3,411.3 

Benefits Paid - Lump Sum

 

 (149.5)

 

 

 -  

Fair Value of Pension Plan Assets as of End of Year

$

 3,905.4 

 

$

 4,126.5 

Funded Status as of December 31st

Funded Status as of December 31st

$

 (690.6)

 

$

 (1,611.5)

Funded Status as of December 31st

$

 (1,174.7)

 

$

 (1,359.7)




132111







 

Pension and SERP

 

Pension and SERP

 

As of December 31, 2013

 

As of December 31, 2012

 

As of December 31, 2015

 

As of December 31, 2014

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

(Millions of Dollars)

(Millions of Dollars)

CL&P

 

Electric(2)

 

PSNH

 

WMECO

 

CL&P

 

Electric(2)

 

PSNH

 

WMECO

(Millions of Dollars)

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

Change in Benefit Obligation

Change in Benefit Obligation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in Benefit Obligation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Benefit Obligation as of Beginning of Year

Benefit Obligation as of Beginning of Year

$

 (1,178.0)

 

$

 (1,430.0)

 

$

 (576.0)

 

$

 (243.1)

 

$

 (1,043.8)

 

$

 (1,346.2)

 

$

 (497.9)

 

$

 (215.8)

Benefit Obligation as of Beginning of Year

$

 (1,230.1)

 

$

 (982.6)

 

$

 (580.7)

 

$

 (249.4)

 

$

 (1,083.4)

 

$

 (1,353.3)

 

$

 (529.0)

 

$

 (223.9)

Change due to transfer of employees

 

 (4.6)

 

 

 6.2 

 

 

 (1.9)

 

 

 (1.3)

 

 

 26.4 

 

 

 479.9 

 

 

 32.2 

 

 

 6.2 

Service Cost

Service Cost

 

 (24.9)

 

 

 (33.1)

 

 

 (13.1)

 

 

 (4.7)

 

 

 (21.8)

 

 

 (30.3)

 

 

 (11.8)

 

 

 (4.1)

Service Cost

 

 (24.7)

 

 

 (14.9)

 

 

 (12.1)

 

 

 (4.3)

 

 

 (20.2)

 

 

 (13.6)

 

 

 (9.7)

 

 

 (3.5)

Interest Cost

Interest Cost

 

 (48.3)

 

 

 (58.0)

 

 

 (23.6)

 

 

 (10.0)

 

 

 (51.2)

 

 

 (58.9)

 

 

 (24.4)

 

 

 (10.5)

Interest Cost

 

 (51.1)

 

 

 (40.2)

 

 

 (24.3)

 

 

 (10.4)

 

 

 (50.5)

 

 

 (41.3)

 

 

 (23.8)

 

 

 (10.3)

Actuarial Gain/(Loss)

Actuarial Gain/(Loss)

 

 110.7 

 

 

 96.6 

 

 

 62.4 

 

 

 22.4 

 

 

 (117.4)

 

 

 (63.6)

 

 

 (61.3)

 

 

 (24.0)

Actuarial Gain/(Loss)

 

 77.8 

 

 

 34.1 

 

 

 38.9 

 

 

 12.6 

 

 

 (161.0)

 

 

 (107.0)

 

 

 (73.3)

 

 

 (29.8)

Benefits Paid - Pension

Benefits Paid - Pension

 

 56.6 

 

 

 71.2 

 

 

 21.1 

 

 

 11.5 

 

 

 55.9 

 

 

 69.0 

 

 

 19.7 

 

 

 11.3 

Benefits Paid - Pension

 

 60.2 

 

 

 47.6 

 

 

 23.2 

 

 

 12.7 

 

 

 58.3 

 

 

 52.4 

 

 

 22.8 

 

 

 11.9 

Benefits Paid - Lump Sum

 

 14.5 

 

 

 -  

 

 

 9.1 

 

 

 2.5 

 

 

 -  

 

 

 -  

 

 

 -  

 

 

 -  

Benefits Paid - SERP

Benefits Paid - SERP

 

 0.5 

 

 

 - 

 

 

 0.2 

 

 

 - 

 

 

 0.3 

 

 

 - 

 

 

 - 

 

 

 - 

Benefits Paid - SERP

 

 0.4 

 

 

 0.1 

 

 

 0.2 

 

 

 -  

 

 

 0.3 

 

 

 0.3 

 

 

 0.1 

 

 

 -  

SERP Curtailment

 

 - 

 

 

 - 

 

 

 - 

 

 

 - 

 

 

 - 

 

 

 - 

 

 

 (0.3)

 

 

 - 

Benefit Obligation as of End of Year

Benefit Obligation as of End of Year

$

 (1,083.4)

 

$

 (1,353.3)

 

$

 (529.0)

 

$

 (223.9)

 

$

 (1,178.0)

 

$

 (1,430.0)

 

$

 (576.0)

 

$

 (243.1)

Benefit Obligation as of End of Year

$

 (1,157.6)

 

$

 (949.7)

 

$

 (547.6)

 

$

 (237.6)

 

$

 (1,230.1)

 

$

 (982.6)

 

$

 (580.7)

 

$

 (249.4)

Change in Pension Plan Assets

Change in Pension Plan Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in Pension Plan Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value of Plan Assets as of Beginning of Year

$

 937.6 

 

$

 1,069.1 

 

$

 386.6 

 

$

 218.5 

 

$

 869.6 

 

$

 988.5 

 

$

 279.7 

 

$

 202.0 

Fair Value of Pension Plan Assets as of Beginning of Year

$

 980.8 

 

$

 879.0 

 

$

 498.4 

 

$

 234.0 

 

$

 1,016.3 

 

$

 1,235.3 

 

$

 528.6 

 

$

 240.4 

Change due to transfer of employees

 

 4.6 

 

 

 (6.2)

 

 

 1.9 

 

 

 1.3 

 

 

 (26.4)

 

 

 (441.4)

 

 

 (32.2)

 

 

 (6.2)

Employer Contributions

Employer Contributions

 

 - 

 

 

 82.0 

 

 

 108.3 

 

 

 - 

 

 

 - 

 

 

 25.0 

 

 

 87.7 

 

 

 - 

Employer Contributions

 

 -  

 

 

 5.0 

 

 

 1.0 

 

 

 -  

 

 

 -  

 

 

 101.0 

 

 

 -  

 

 

 -  

Actual Return on Plan Assets

 

 135.3 

 

 

 155.4 

 

 

 54.8 

 

 

 33.4 

 

 

 123.9 

 

 

 124.6 

 

 

 38.9 

 

 

 27.8 

Actual Return on Pension Plan Assets

 

 2.8 

 

 

 2.7 

 

 

 1.5 

 

 

 0.7 

 

 

 49.2 

 

 

 36.5 

 

 

 24.8 

 

 

 11.7 

Benefits Paid

Benefits Paid

 

 (56.6)

 

 

 (71.2)

 

 

 (21.1)

 

 

 (11.5)

 

 

 (55.9)

 

 

 (69.0)

 

 

 (19.7)

 

 

 (11.3)

Benefits Paid

 

 (60.2)

 

 

 (47.6)

 

 

 (23.2)

 

 

 (12.7)

 

 

 (58.3)

 

 

 (52.4)

 

 

 (22.8)

 

 

 (11.9)

Fair Value of Plan Assets as of End of Year

$

 1,016.3 

 

$

 1,235.3 

 

$

 528.6 

 

$

 240.4 

 

$

 937.6 

 

$

 1,069.1 

 

$

 386.6 

 

$

 218.5 

Benefits Paid - Lump Sum

 

 (14.5)

 

 

 -  

 

 

 (9.1)

 

 

 (2.5)

 

 

 -  

 

 

 -  

 

 

 -  

 

 

 -  

Fair Value of Pension Plan Assets as of End of Year

$

 913.5 

 

$

 832.9 

 

$

 470.5 

 

$

 220.8 

 

$

 980.8 

 

$

 879.0 

 

$

 498.4 

 

$

 234.0 

Funded Status as of December 31st

Funded Status as of December 31st

$

 (67.1)

 

$

 (118.0)

 

$

 (0.4)

 

$

 16.5 

 

$

 (240.4)

 

$

 (360.9)

 

$

 (189.4)

 

$

 (24.6)

Funded Status as of December 31st

$

 (244.1)

 

$

 (116.8)

 

$

 (77.1)

 

$

 (16.8)

 

$

 (249.3)

 

$

 (103.6)

 

$

 (82.3)

 

$

 (15.4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) NSTAR amounts were included in NU beginning April 10, 2012.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2) NSTAR Electric amounts do not include benefit obligations of the NSTAR SERP Plan.

 


AsIn August 2015, Eversource made a total lump-sum payout of $149.5 million, which reduced the projected benefit obligation and Pension Plan assets by a corresponding amount.  Therefore, the lump-sum payment had no impact on the net Accrued Pension Liability reflected on the Eversource, CL&P, PSNH and WMECO balance sheets as of December 31, 2013, prepaid2015.  


During 2014, the Society of Actuaries released a series of updated mortality tables resulting from studies that measured mortality rates for various groups of individuals. The updated mortality tables released in 2014 increased the life expectancy of plan participants by three to five years and had the effect of increasing the estimated benefits to be provided to plan participants.The impact of adopting the updated mortality tables on Eversource's liability as of December 31, 2014 was an increase of approximately $340 million.  In 2015, a revised scale for the mortality table was released having the effect of decreasing the estimate of benefits to be provided to plan participants.  The impact of the adoption of the new mortality scale resulted in a decrease of $48 million on Eversource's liability as of December 31, 2015.


The increase in the discount rate used to calculate the funded status resulted in a decrease on Eversource's liability of approximately $267 million as of December 31, 2015.  Decreases in the discount rates resulted in an increase on Eversource's liability of approximately $530 million as of December 31, 2014.  


The pension assets of $3 million and $17 million for PSNH and WMECO, respectively, were included in Other Long-Term Assets on their accompanying balance sheets.  Pension and SERP benefitsPlans' funded status includes the current portion of the SERP liability, which is included in Other Current Liabilities on the accompanying balance sheets.


Although NU maintains marketable securities in a supplemental benefit trust, the plan itself does not contain any assets.  See Note 6, "Marketable Securities," to the financial statements.  

As of December 31, 2015 and 2014, the accumulated benefit obligation for the Pension and SERP Plans is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Millions of Dollars)

Eversource

 

CL&P

 

NSTAR Electric

 

PSNH

 

WMECO

 

2015 

$

 4,733.2 

 

$

 1,062.7 

 

$

 888.8 

 

$

 506.4 

 

$

 222.3 

 

2014 

 

 5,000.1 

 

 

 1,101.4 

 

 

 910.4 

 

 

 524.5 

 

 

 226.4 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The following actuarial assumptions were used in calculating the Pension and SERP Plans' year end funded status:


The accumulated benefit obligation for the Pension and SERP Plans is as follows:


 

 

Pension and SERP

 

 

As of December 31,

(Millions of Dollars)

2013 

 

2012 

NU

$

 4,538.8 

 

$

 4,622.1 

CL&P

 

 1,058.0 

 

 

 1,061.8 

NSTAR Electric(1)

 

 1,280.6 

 

 

 1,353.1 

PSNH

 

 520.1 

 

 

 515.9 

WMECO

 

 220.6 

 

 

 221.3 

 

 

 

 

 

 

 


(1)

NSTAR Electric amounts do not include the accumulated benefit obligation for the SERP Plan.  

The following actuarial assumptions were used in calculating the Pension and SERP Plans' year end funded status:


 

Pension and SERP

 

 

Pension and SERP

 

 

 

 

 

As of December 31,

 

 

As of December 31,

 

 

 

 

2013 

 

2012 

 

2015 

 

 

2014 

 

 

 

 

 

NUSCO Pension and SERP Plans

 

 

 

 

 

 

Discount Rate

Discount Rate

 5.03 

%

 

 4.24 

%

 

Discount Rate

4.21 

%

-

 4.60 

%

 

 4.20 

%

 

 

 

 

Compensation/Progression Rate

Compensation/Progression Rate

 3.50 

%

 

 3.50 

%

 

Compensation/Progression Rate

3.50%

 

 3.50 

%

 

 

 

 

 

 

 

 

 

 

 

NSTAR Pension and SERP Plans

 

 

 

 

 

 

Discount Rate

 4.85 

%

 

 4.13 

%

 

Compensation/Progression Rate

 4.00 

%

 

 4.00 

%

 


Pension and SERP Expense:  For the NUSCO Plans, NU allocatesEversource charges net periodic pension expense to its subsidiaries based on the actual participant demographic data for each subsidiary's participants.  Benefit paymentsThe actual investment return in the trust is allocated to each of the subsidiaries annually in proportion to the investment return expected to be earned during the year. For the year ended December 31, 2013 (prior to the service company merger), the net periodic pension expense recorded at NSTAR Electric represented the full cost of the plan with a portion of the costs allocated to affiliated companies based on participant demographic data.




112



The components of net periodic benefit expense for the Pension and SERP Plans are shown below.  The net periodic benefit expense and the intercompany allocations less the capitalized portion of pension and SERP amounts are included in Operations and Maintenance expense on the statements of income. Capitalized pension amounts relate to employees working on capital projects and are included in Property, Plant and Equipment, Net on the balance sheets.  Pension and SERP expense reflected in the statements of cash flows for CL&P, NSTAR Electric, PSNH and WMECO does not include the intercompany allocations or the corresponding capitalized portion, as these amounts are cash settled on a short-term basis.


 

Pension and SERP

 

 

For the Year Ended December 31, 2015

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

(Millions of Dollars)

Eversource(1)

 

CL&P

 

Electric

 

PSNH(1)

 

WMECO

Service Cost

$

 91.4 

 

$

 24.7 

 

$

 14.9 

 

$

 12.1 

 

$

 4.3 

Interest Cost

 

 227.0 

 

 

 51.1 

 

 

 40.2 

 

 

 24.3 

 

 

 10.4 

Expected Return on Pension Plan Assets

 

 (335.9)

 

 

 (78.9)

 

 

 (70.0)

 

 

 (40.4)

 

 

 (18.9)

Actuarial Loss

 

 148.5 

 

 

 32.2 

 

 

 35.8 

 

 

 11.6 

 

 

 6.4 

Prior Service Cost/(Credit)

 

 3.7 

 

 

 1.5 

 

 

 (0.1)

 

 

 0.5 

 

 

 0.3 

Total Net Periodic Benefit Expense

$

 134.7 

 

$

 30.6 

 

$

 20.8 

 

$

 8.1 

 

$

 2.5 

Intercompany Allocations

 

N/A

 

$

 22.5 

 

$

 13.6 

 

$

 6.7 

 

$

 4.4 

Capitalized Pension Expense

$

 41.0 

 

$

 18.8 

 

$

 11.4 

 

$

 3.5 

 

$

 1.9 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension and SERP

 

 

For the Year Ended December 31, 2014

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

(Millions of Dollars)

Eversource

 

CL&P

 

Electric

 

PSNH

 

WMECO

Service Cost

$

 79.9 

 

$

 20.2 

 

$

 13.6 

 

$

 9.7 

 

$

 3.5 

Interest Cost

 

 225.7 

 

 

 50.5 

 

 

 41.3 

 

 

 23.8 

 

 

 10.3 

Expected Return on Pension Plan Assets

 

 (310.8)

 

 

 (75.4)

 

 

 (63.0)

 

 

 (38.1)

 

 

 (17.9)

Actuarial Loss

 

 128.4 

 

 

 33.7 

 

 

 23.5 

 

 

 11.6 

 

 

 6.9 

Prior Service Cost

 

 4.4 

 

 

 1.8 

 

 

 - 

 

 

 0.7 

 

 

 0.4 

Total Net Periodic Benefit Expense

$

 127.6 

 

$

 30.8 

 

$

 15.4 

 

$

 7.7 

 

$

 3.2 

Intercompany Allocations

 

N/A

 

$

 26.7 

 

$

 10.4 

 

$

 7.6 

 

$

 5.1 

Capitalized Pension Expense

$

 35.2 

 

$

 17.6 

 

$

 7.9 

 

$

 3.0 

 

$

 2.4 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension and SERP

 

 

For the Year Ended December 31, 2013

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

(Millions of Dollars)

Eversource

 

CL&P

 

Electric (2)

 

PSNH

 

WMECO

Service Cost

$

 102.3 

 

$

 24.9 

 

$

 33.1 

 

$

 13.1 

 

$

 4.7 

Interest Cost

 

 206.7 

 

 

 48.3 

 

 

 58.0 

 

 

 23.6 

 

 

 10.0 

Expected Return on Pension Plan Assets

 

 (278.1)

 

 

 (73.8)

 

 

 (84.4)

 

 

 (35.4)

 

 

 (17.4)

Actuarial Loss

 

 210.5 

 

 

 55.9 

 

 

 58.1 

 

 

 21.6 

 

 

 11.8 

Prior Service Cost/(Credit)

 

 4.0 

 

 

 1.8 

 

 

 (0.3)

 

 

 0.7 

 

 

 0.4 

Total Net Periodic Benefit Expense

$

 245.4 

 

$

 57.1 

 

$

 64.5 

 

$

 23.6 

 

$

 9.5 

Intercompany Allocations

 

N/A

 

$

 44.9 

 

$

 (8.4)

 

$

 10.5 

 

$

 8.0 

Capitalized Pension Expense

$

 73.2 

 

$

 28.0 

 

$

 28.9 

 

$

 7.3 

 

$

5.2 


(1)

Amounts exclude $3.2 million for the year ended December 31, 2015 that represent amounts included in other deferred debits.


(2)

NSTAR Electric's allocated expense associated with the NSTAR SERP was $3.2 million for the year ended December 31, 2013 and was not included in the NSTAR Electric amounts in the table above.  For the years ended December 31, 2015 and 2014, the SERP amount is now allocated to NSTAR Electric due to the service company merger.


The following actuarial assumptions were used to calculate Pension and SERP expense amounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

Pension and SERP

 

 

For the Years Ended December 31,

 

2015 

 

2014 

 

 

2013 

Discount Rate

4.20%

 

 4.85 

%

-

 5.03 

%

 

 4.13 

%

-

 4.24 

%

Expected Long-Term Rate of Return

8.25 %

 

8.25 %

 

8.25%

Compensation/Progression Rate

3.50 %

 

 3.50 

%

-

 4.00 

%

 

 3.50 

%

-

 4.00 

%




113




The following is a summary of the changes in plan assets and benefit obligations recognized in Regulatory Assets and Other Comprehensive Income (OCI) as well as amounts in Regulatory Assets and OCI that were reclassified as net periodic benefit expense during the years presented:


 

Regulatory Assets

 

OCI

 

 

For the Years Ended December 31,

(Millions of Dollars)

2015 

 

2014 

 

2015 

 

2014 

Actuarial (Gains)/Losses Arising During the Year

$

 (2.0)

 

$

 797.3 

 

$

 (6.2)

 

$

 55.9 

Actuarial Losses Reclassified as Net Periodic Benefit Expense

 

 (142.3)

 

 

 (122.8)

 

 

 (6.2)

 

 

 (5.6)

Prior Service Cost Reclassified as Net Periodic Benefit Expense

 (3.5)

 

 

 (4.2)

 

 

 (0.2)

 

 

 (0.2)


The following is a summary of the remaining Regulatory Assets and Accumulated Other Comprehensive Loss amounts that have not been recognized as components of net periodic benefit expense as of December 31, 2015 and 2014, as well as the amounts that are expected to be recognized as components in 2016:


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulatory Assets as of

 

Expected

 

AOCI as of

 

Expected

 

 

December 31,

 

2016 

 

December 31,

 

2016 

(Millions of Dollars)

2015 

 

2014 

 

Expense

 

2015 

 

2014 

 

Expense

Actuarial Loss

$

 1,667.6 

 

$

 1,811.9 

 

$

 120.6 

 

$

 81.1 

 

$

 93.5 

 

$

 5.4 

Prior Service Cost

 

 9.7 

 

 

 13.2 

 

 

 3.4 

 

 

 0.6 

 

 

 0.8 

 

 

 0.2 


PBOP Plan:On January 1, 2014, concurrent with the service company merger, the PBOP assets and liabilities of NSTAR Electric & Gas were attributed by participant and transferred to the applicable operating company's balance sheets. This change had no impact on the income statements or net assets of NSTAR Electric or Eversource.  The PBOP Plan is accounted for under the multiple-employer approach, with each operating company's balance sheet reflecting its share of the funded status of the plan.  The following tables provide information on the PBOP Plan benefit obligations, fair values of plan assets, and funded status:  


 

 

PBOP

Eversource

As of December 31,

(Millions of Dollars)

2015 

 

2014 

Change in Benefit Obligation

 

 

 

 

 

Benefit Obligation as of Beginning of Year

$

 (1,147.9)

 

$

 (1,038.0)

Service Cost

 

 (16.3)

 

 

 (12.5)

Interest Cost

 

 (47.2)

 

 

 (49.5)

Actuarial Gain/(Loss)

 

 106.0 

 

 

 (95.5)

Benefits Paid

 

 54.0 

 

 

 47.6 

Benefit Obligation as of End of Year

$

 (1,051.4)

 

$

 (1,147.9)

Change in Plan Assets

 

 

 

 

 

Fair Value of Plan Assets as of Beginning of Year

$

 862.6 

 

$

 826.5 

Actual Return on Plan Assets

 

 (4.3)

 

 

 43.7 

Employer Contributions

 

 7.9 

 

 

 40.0 

Benefits Paid

 

 (54.0)

 

 

 (47.6)

Fair Value of Plan Assets as of End of Year

$

 812.2 

 

$

 862.6 

Funded Status as of December 31st

$

 (239.2)

 

$

 (285.3)


 

 

PBOP

 

 

As of December 31,

 

 

2015 

 

2014 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

(Millions of Dollars)

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

Change in Benefit Obligation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Benefit Obligation as of Beginning of Year

$

 (173.9)

 

$

 (468.7)

 

$

 (91.8)

 

$

 (36.6)

 

$

 (180.4)

 

$

 -  

 

$

 (93.5)

 

$

 (38.7)

Change due to transfer of employees

 

 0.1 

 

 

 2.3 

 

 

 (0.3)

 

 

 -  

 

 

 3.7 

 

 

 (395.5)

 

 

 4.3 

 

 

 1.0 

Service Cost

 

 (2.1)

 

 

 (5.4)

 

 

 (1.4)

 

 

 (0.4)

 

 

 (2.2)

 

 

 (3.1)

 

 

 (1.3)

 

 

 (0.4)

Interest Cost

 

 (7.2)

 

 

 (19.0)

 

 

 (3.9)

 

 

 (1.5)

 

 

 (8.1)

 

 

 (19.4)

 

 

 (4.3)

 

 

 (1.7)

Actuarial Gain/(Loss)

 

 7.2 

 

 

 59.1 

 

 

 3.6 

 

 

 1.5 

 

 

 3.5 

 

 

 (68.6)

 

 

 (1.1)

 

 

 1.3 

Benefits Paid

 

 11.9 

 

 

 18.9 

 

 

 5.3 

 

 

 2.6 

 

 

 9.6 

 

 

 17.9 

 

 

 4.1 

 

 

 1.9 

Benefit Obligation as of End of Year

$

 (164.0)

 

$

 (412.8)

 

$

 (88.5)

 

$

 (34.4)

 

$

 (173.9)

 

$

 (468.7)

 

$

 (91.8)

 

$

 (36.6)

Change in Plan Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value of Plan Assets as of Beginning of Year

$

 149.0 

 

$

 336.5 

 

$

 80.9 

 

$

 34.4 

 

$

 151.3 

 

$

 -  

 

$

 81.8 

 

$

 35.3 

Change due to transfer of employees

 

 -  

 

 

 0.6 

 

 

 0.2 

 

 

 -  

 

 

 (3.2)

 

 

 316.7 

 

 

 (3.1)

 

 

 (1.0)

Actual Return on Plan Assets

 

 (0.4)

 

 

 (2.8)

 

 

 -  

 

 

 (0.1)

 

 

 6.3 

 

 

 18.4 

 

 

 3.8 

 

 

 1.6 

Employer Contributions

 

 -  

 

 

 4.9 

 

 

 -  

 

 

 -  

 

 

 4.2 

 

 

 19.3 

 

 

 2.5 

 

 

 0.4 

Benefits Paid

 

 (11.9)

 

 

 (18.9)

 

 

 (5.3)

 

 

 (2.6)

 

 

 (9.6)

 

 

 (17.9)

 

 

 (4.1)

 

 

 (1.9)

Fair Value of Plan Assets as of End of Year

$

 136.7 

 

$

 320.3 

 

$

 75.8 

 

$

 31.7 

 

$

 149.0 

 

$

 336.5 

 

$

 80.9 

 

$

 34.4 

Funded Status as of December 31st

$

 (27.3)

 

$

 (92.5)

 

$

 (12.7)

 

$

 (2.7)

 

$

 (24.9)

 

$

 (132.2)

 

$

 (10.9)

 

$

 (2.2)


During 2014, the Society of Actuaries released a series of updated mortality tables resulting from studies that measured mortality rates for various groups of individuals.  The updated mortality tables released in 2014 increased the life expectancy of plan participants by three to five years and contributions are also trackedhad the effect of increasing the estimated benefits to be provided to plan participants.The impact of adopting the updated mortality tables on Eversource's liability as of December 31, 2014 was an increase of approximately $82 million.  In 2015, a revised scale for the mortality table was released having the effect of decreasing the estimate of benefits to be provided to plan participants.  The impact of the adoption of the new mortality scale resulted in a decrease of $23 million on Eversource's liability as of December 31, 2015.




114




The increase in the discount rate used to calculate the funded status resulted in a decrease on Eversource's liability of approximately $60 million as of December 31, 2015.  Decreases in the discount rates resulted in an increase on Eversource's liability of approximately $110 million as of December 31, 2014.  


The following actuarial assumptions were used in calculating the PBOP Plan's year end funded status:

 

 

 

 

 

 

 

 

 

 

PBOP

 

 

 

As of December 31,

 

 

2015 

 

2014 

 

 

Discount Rate

 4.62 

%

 

 4.22 

%

 

Health Care Cost Trend Rate

 6.25 

%

 

 6.50 

%

 


PBOP Expense:  Eversource charges net periodic postretirement benefits expense to its subsidiaries based on the actual participant demographic data for each subsidiary.subsidiary's participants.  The actual investment return in the trust each year is allocated to each of the subsidiaries annually in proportion to the investment return expected to be earned during the year.  For the NSTAR Pension Plan,year ended December 31, 2013 (prior to the service company merger), the net periodic pensionpostretirement expense recorded atof the NSTAR PBOP Plan allocated to NSTAR Electric represents the full cost of the plan and then a portion of the costs are allocated to affiliated companies based on participant demographic data.  




133


was $4.6 million.  


The components of net periodic benefit expense for which the totalPBOP Plan are shown below.  The net periodic benefit expense and the intercompany allocations less the capitalized amounts isportion of PBOP are included in Operations and Maintenance on the statements of income, the portion of pensionincome. Capitalized PBOP amounts capitalized relatedrelate to employees working on capital projects which isand are included in Property, Plant and Equipment, Net on the balance sheets,sheets.  PBOP expense reflected in the statements of cash flows for CL&P, NSTAR Electric, PSNH and WMECO does not include the intercompany allocations not included inor the net periodic benefit expensecorresponding capitalized portion, as these amounts for the Pension and SERP Plans are as follows:cash settled on a short-term basis.


Pension and SERP

 

 

PBOP

 

For the Year Ended December 31, 2013

 

 

For the Year Ended December 31, 2015

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

(Millions of Dollars)

(Millions of Dollars)

NU

 

CL&P

 

Electric (2)

 

PSNH

 

WMECO

 

(Millions of Dollars)

Eversource

 

CL&P

 

Electric

 

PSNH

 

WMECO

Service Cost

Service Cost

$

 102.3 

 

$

 24.9 

 

$

 33.1 

 

$

 13.1 

 

$

 4.7 

 

Service Cost

$

 16.3 

 

$

 2.1 

 

$

 5.4 

 

$

 1.4 

 

$

 0.4 

Interest Cost

Interest Cost

 

 206.7 

 

 48.3 

 

 58.0 

 

 23.6 

 

 10.0 

 

Interest Cost

 

 47.2 

 

 

 7.2 

 

 

 19.0 

 

 

 3.9 

 

 

 1.5 

Expected Return on Plan Assets

Expected Return on Plan Assets

 

 (278.1)

 

 (73.8)

 

 (84.4)

 

 (35.4)

 

 (17.4)

 

Expected Return on Plan Assets

 

 (67.4)

 

 

 (11.1)

 

 

 (27.3)

 

 

 (6.0)

 

 

 (2.5)

Actuarial Loss

Actuarial Loss

 

 210.5 

 

 55.9 

 

 58.1 

 

 21.6 

 

 11.8 

 

Actuarial Loss

 

 6.8 

 

 

 0.7 

 

 

 2.3 

 

 

 0.5 

 

 

 - 

Prior Service Cost/(Credit)

 

 4.0 

 

 

 1.8 

 

 

 (0.3)

 

 

 0.7 

 

 

 0.4 

 

Prior Service Credit

 

 (0.5)

 

 

 - 

 

 

 (0.2)

 

 

 - 

 

 

 - 

Total Net Periodic Benefit Expense/(Income)

$

 2.4 

 

$

 (1.1)

 

$

 (0.8)

 

$

 (0.2)

 

$

 (0.6)

Intercompany Allocations

 

N/A

 

$

 1.9 

 

$

 0.8 

 

$

 0.4 

 

$

 0.3 

Capitalized PBOP Expense/(Income)

$

 0.1 

 

$

 (0.2)

 

$

 (0.2)

 

$

 0.2 

 

$

 (0.2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PBOP

 

For the Year Ended December 31, 2014

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

(Millions of Dollars)

Eversource

 

CL&P

 

Electric

 

PSNH

 

WMECO

Service Cost

$

 12.5 

 

$

 2.2 

 

$

 3.1 

 

$

 1.3 

 

$

 0.4 

Interest Cost

 

 49.5 

 

 

 8.1 

 

 

 19.4 

 

 

 4.3 

 

 

 1.7 

Expected Return on Plan Assets

 

 (63.3)

 

 

 (10.5)

 

 

 (25.9)

 

 

 (5.4)

 

 

 (2.3)

Actuarial Loss/(Gain)

 

 12.2 

 

 

 4.2 

 

 

 (0.5)

 

 

 2.2 

 

 

 0.5 

Prior Service Credit

 

 (2.8)

 

 

 - 

 

 

 (1.9)

 

 

 - 

 

 

 - 

Total Net Periodic Benefit Expense/(Income)

$

 8.1 

 

$

 4.0 

 

$

 (5.8)

 

$

 2.4 

 

$

 0.3 

Intercompany Allocations

 

N/A

 

$

 3.8 

 

$

 0.8 

 

$

 1.0 

 

$

 0.7 

Capitalized PBOP Expense/(Income)

$

 1.4 

 

$

 1.8 

 

$

 (2.3)

 

$

 0.8 

 

$

 0.2 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PBOP

 

 

 

 

For the Year Ended December 31, 2013

 

 

 

(Millions of Dollars)

Eversource

 

CL&P

 

PSNH

 

WMECO

 

 

 

Service Cost

$

 16.9 

 

$

 3.4 

 

$

 2.3 

 

$

 0.7 

 

 

 

Interest Cost

 

 47.2 

 

 

 7.9 

 

 

 4.0 

 

 

 1.7 

 

 

 

Expected Return on Plan Assets

 

 (55.4)

 

 

 (10.1)

 

 

 (5.2)

 

 

 (2.3)

 

 

 

Actuarial Loss

 

 26.0 

 

 

 7.4 

 

 

 3.6 

 

 

 1.1 

 

 

 

Prior Service Credit

 

 (2.1)

 

 

 - 

 

 

 - 

 

 

 - 

 

 

 

Total Net Periodic Benefit Expense

Total Net Periodic Benefit Expense

$

 245.4 

 

$

 57.1 

 

$

 64.5 

 

$

 23.6 

 

$

 9.5 

 

Total Net Periodic Benefit Expense

$

 32.6 

 

$

 8.6 

 

$

 4.7 

 

$

 1.2 

 

 

 

Related Intercompany Allocations

 

N/A

 

$

 44.9 

 

$

 (8.4)

 

$

 10.5 

 

$

 8.0 

 

Capitalized Pension Expense

$

 73.2 

 

$

 28.0 

 

$

 28.9 

 

$

 7.3 

 

$

 5.2 

 

Intercompany Allocations

 

N/A

 

$

 7.1 

 

$

 1.6 

 

$

 1.3 

 

 

 

Capitalized PBOP Expense

$

 8.8 

 

$

 3.9 

 

$

 1.3 

 

$

 0.6 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

Pension and SERP

 

 

 

For the Year Ended December 31, 2012(1)

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

(Millions of Dollars)

NU

 

CL&P

 

Electric (2)

 

PSNH

 

WMECO

 

Service Cost

$

 84.3 

 

$

 21.8 

 

$

 30.3 

 

$

 11.8 

 

$

 4.1 

 

Interest Cost

 

 198.3 

 

 

 51.2 

 

 

 58.9 

 

 

 24.4 

 

 

 10.5 

 

Expected Return on Plan Assets

 

 (220.9)

 

 

 (70.6)

 

 

 (65.6)

 

 

 (28.2)

 

 

 (16.4)

 

Actuarial Loss

 

 172.4 

 

 

 49.6 

 

 

 63.1 

 

 

 16.2 

 

 

 10.7 

 

Prior Service Cost/(Credit)

 

 7.9 

 

 

 3.6 

 

 

 (0.6)

 

 

 1.5 

 

 

 0.8 

 

Total Net Periodic Benefit Expense

$

 242.0 

 

$

 55.6 

 

$

 86.1 

 

$

 25.7 

 

$

 9.7 

 

Curtailments and Settlements

$

 2.2 

 

$

 - 

 

$

 - 

 

$

 - 

 

$

 - 

 

Related Intercompany Allocations

 

N/A

 

$

 42.8 

 

$

 (12.3)

 

$

 10.1 

 

$

 8.1 

 

Capitalized Pension Expense

$

 70.6 

 

$

 26.8 

 

$

 30.7 

 

$

 7.9 

 

$

 5.1 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

Pension and SERP

 

 

 

For the Year Ended December 31, 2011

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

(Millions of Dollars)

NU

 

CL&P

 

Electric  (2)

 

PSNH

 

WMECO

 

Service Cost

$

 55.4 

 

$

 19.5 

 

$

 26.0 

 

$

 10.6 

 

$

 3.9 

 

Interest Cost

 

 153.3 

 

 

 51.9 

 

 

 61.0 

 

 

 24.4 

 

 

 10.7 

 

Expected Return on Plan Assets

 

 (170.8)

 

 

 (76.6)

 

 

 (71.4)

 

 

 (19.8)

 

 

 (17.7)

 

Actuarial Loss

 

 84.2 

 

 

 33.4 

 

 

 48.6 

 

 

 10.7 

 

 

 7.1 

 

Prior Service Cost/(Credit)

 

 9.7 

 

 

 4.2 

 

 

 (0.7)

 

 

 1.8 

 

 

 0.9 

 

Total Net Periodic Benefit Expense

$

 131.8 

 

$

 32.4 

 

$

 63.5 

 

$

 27.7 

 

$

 4.9 

 

Related Intercompany Allocations

 

N/A

 

$

 34.1 

 

$

 (10.2)

 

$

 7.6 

 

$

 6.2 

 

Capitalized Pension Expense

$

 29.7 

 

$

 16.6 

 

$

 19.8 

 

$

 7.6 

 

$

 2.7 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

NSTAR Electric amounts were included in NU beginning April 10, 2012.

(2)

NSTAR Electric's allocated expense associated with the NSTAR SERP was $3.2 million, $3.6 million and $4.4 million for the years ended December 31, 2013, 2012 and 2011, respectively, and are not included in the NSTAR Electric amounts in the tables above.


The following actuarial assumptions were used to calculate Pension and SERP expense amounts:

The following actuarial assumptions were used to calculate PBOP expense amounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension and SERP

 

 

PBOP

 

For the Years Ended December 31,

 

For the Years Ended December 31,

NUSCO Pension and SERP Plans

2013 

 

 

2012 

 

 

2011 

 

 

2015 

 

2014 

 

 

2013 

Discount Rate

Discount Rate

 4.24 

%

 

 5.03 

%

 

 5.57 

%

 

Discount Rate

 4.22 

%

 

 4.78 

%

-

 5.10 

%

 

 4.04 

%

-

 4.35 

%

Expected Long-Term Rate of Return

Expected Long-Term Rate of Return

 8.25 

%

 

 8.25 

%

 

 8.25 

%

 

Expected Long-Term Rate of Return

 8.25 

%

 

8.25 %

 

8.25%

Compensation/Progression Rate

 3.50 

%

 

 3.50 

%

 

 3.50 

%

 

 

 

 

 

 

 

 

 

 

 

NSTAR Pension and SERP Plans

 

 

 

 

 

 

 

 

 

Discount Rate

 4.13 

%

 

 4.52 

%

 

 5.30 

%

 

Expected Long-Term Rate of Return

 8.25 

%

 

 7.30 

%

 

 8.00 

%

 

Compensation/Progression Rate

 4.00 

%

 

 4.00 

%

 

 4.00 

%

 

 

 

 

 

 

 

 

 

 

 




134115






The following is a summary of the changes in plan assets and benefit obligations recognized in Regulatory Assets and Other Comprehensive Income (OCI) as well as amounts in Regulatory Assets and OCI reclassified as net periodic benefit expense during the years presented:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts Reclassified To/From

 

 

 

 

 

 

 

Regulatory Assets

 

OCI

 

 

 

 

 

 

(Millions of Dollars)

For the Years Ended December 31,

 

 

 

 

 

 

NU Pension and SERP Plans (1)

2013 

 

2012 

 

2013 

 

2012 

 

 

 

 

 

 

Actuarial (Gains)/Losses Arising During the Year

$

 (635.2)

 

$

 245.7 

 

$

 (28.9)

 

$

 19.1 

 

 

 

 

 

 

Actuarial Losses Reclassified as Net Periodic Benefit Expense

 

 (201.2)

 

 

 (164.6)

 

 

 (9.4)

 

 

 (7.8)

 

 

 

 

 

 

Prior Service Cost Reclassified as Net Periodic Benefit Expense

 (3.8)

 

 

 (7.7)

 

 

 (0.2)

 

 

 (0.2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) The NU amounts include the NSTAR Pension and SERP Plans beginning April 10, 2012.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The following is a summary of the remaining Regulatory Assets and Accumulated Other Comprehensive Loss amounts that have not been recognized as components of net periodic benefit expense as of December 31, 2013 and 2012, and the amounts that are expected to be recognized as components in 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulatory Assets as of

 

 

Expected

 

 

AOCI as of

 

Expected

(Millions of Dollars)

December 31,

 

 

2014 

 

December 31,

 

2014 

NU Pension and SERP Plans

2013 

 

2012 

 

Expense

 

2013 

 

2012 

 

Expense

Actuarial Loss

$

 1,137.4 

 

$

 1,973.8 

 

$

 126.2 

 

$

 43.2 

 

$

 81.5 

 

$

 5.6 

Prior Service Cost

 

 17.4 

 

 

 21.2 

 

 

 4.2 

 

 

 1.0 

 

 

 1.2 

 

 

 0.2 


As of December 31, 20132015 and 2012, NSTAR Electric had $497.9 million and $724 million, respectively, of unrecognized actuarial losses included in Regulatory Assets that have not been recognized as components of net periodic benefit expense.  For2014, the years ended December 31, 2013 and 2012, NSTAR Electric reclassified $58.1 million and $62.8 million, respectively, of actuarial losses and $0.3 million and $0.6 million, respectively, of prior service credit as net periodic benefit expense.  Actuarial gains of $168 million and actuarial losses of $4.6 million, respectively, arose during 2013 and 2012, respectively.  


health care cost trend rate assumptions used to determine the PBOP Plans:  The NUSCO Plans are accounted for under the multiple-employer approach while the NSTAR Plan is accounted for under the multi-employer approach.  Accordingly, thePlan's funded status was 6.25 percent and 6.5 percent, respectively, subsequently decreasing to an ultimate rate of the NUSCO PBOP Plans is allocated to its subsidiaries, including CL&P, PSNH and WMECO, while the NSTAR PBOP Plan is not reflected on the SEC registrant NSTAR Electric’s balance sheet.  


NU annually funds postretirement costs through tax deductible contributions to external trusts.


The following tables provide information on PBOP Plan benefit obligations, fair values of plan assets, and funded status:


 

 

PBOP

 

 

As of December 31,

 

 

2013 

 

2012 

(Millions of Dollars)

NU

 

CL&P

 

PSNH

 

WMECO

 

NU(1)

 

CL&P

 

PSNH

 

WMECO

Change in Benefit Obligation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Benefit Obligation as of Beginning of Year

$

 (1,233.3)

 

$

 (196.8)

 

$

 (100.2)

 

$

 (42.5)

 

$

 (520.9)

 

$

 (198.9)

 

$

 (99.2)

 

$

 (42.9)

Liabilities Assumed from Merger with NSTAR

 

 - 

 

 

 - 

 

 

 - 

 

 

 - 

 

 

 (770.6)

 

 

 - 

 

 

 - 

 

 

 - 

Service Cost

 

 (16.9)

 

 

 (3.4)

 

 

 (2.3)

 

 

 (0.7)

 

 

 (15.7)

 

 

 (3.0)

 

 

 (2.0)

 

 

 (0.6)

Interest Cost

 

 (47.2)

 

 

 (7.9)

 

 

 (4.0)

 

 

 (1.7)

 

 

 (49.0)

 

 

 (9.2)

 

 

 (4.6)

 

 

 (2.0)

Actuarial Gain

 

 200.9 

 

 

 13.3 

 

 

 7.2 

 

 

 3.3 

 

 

 70.9 

 

 

 1.2 

 

 

 0.3 

 

 

 0.1 

Federal Subsidy on Benefits Paid

 

 - 

 

 

 - 

 

 

 - 

 

 

 - 

 

 

 (6.2)

 

 

 (1.7)

 

 

 (0.6)

 

 

 (0.3)

Benefits Paid

 

 58.5 

 

 

 14.4 

 

 

 5.8 

 

 

 2.9 

 

 

 58.2 

 

 

 14.8 

 

 

 5.9 

 

 

 3.2 

Benefit Obligation as of End of Year

$

 (1,038.0)

 

$

 (180.4)

 

$

 (93.5)

 

$

 (38.7)

 

$

 (1,233.3)

 

$

 (196.8)

 

$

 (100.2)

 

$

 (42.5)

Change in Plan Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value of Plan Assets as of Beginning of Year

$

 709.1 

 

$

 132.2 

 

$

 69.5 

 

$

 31.0 

 

$

 285.4 

 

$

 112.2 

 

$

 58.7 

 

$

 27.1 

Assets Assumed from Merger with NSTAR

 

 - 

 

 

 - 

 

 

 - 

 

 

 - 

 

 

 330.4 

 

 

 - 

 

 

 - 

 

 

 - 

Actual Return on Plan Assets

 

 118.3 

 

 

 24.8 

 

 

 13.4 

 

 

 6.0 

 

 

 78.8 

 

 

 15.0 

 

 

 7.5 

 

 

 3.5 

Employer Contributions

 

 57.6 

 

 

 8.7 

 

 

 4.7 

 

 

 1.2 

 

 

 72.7 

 

 

 19.8 

 

 

 9.2 

 

 

 3.6 

Benefits Paid

 

 (58.5)

 

 

 (14.4)

 

 

 (5.8)

 

 

 (2.9)

 

 

 (58.2)

 

 

 (14.8)

 

 

 (5.9)

 

 

 (3.2)

Fair Value of Plan Assets as of End of Year

$

 826.5 

 

$

 151.3 

 

$

 81.8 

 

$

 35.3 

 

$

 709.1 

 

$

 132.2 

 

$

 69.5 

 

$

 31.0 

Funded Status as of December 31st

$

 (211.5)

 

$

 (29.1)

 

$

 (11.7)

 

$

 (3.4)

 

$

 (524.2)

 

$

 (64.6)

 

$

 (30.7)

 

$

 (11.5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

NU results include NSTAR PBOP Plan activity beginning April 10, 2012.




135






The following actuarial assumptions were used in calculating the PBOP Plans' year end funded status:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PBOP

 

 

 

 

 

 

As of December 31,

 

 

 

 

 

2013 

 

2012 

 

 

 

NUSCO PBOP Plans

 

 

 

 

 

 

 

 

 

Discount Rate

 

 4.78 

%

 

 4.04 

%

 

 

 

Health Care Cost Trend Rate

 

 7.00 

%

 

 7.00 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NSTAR PBOP Plan

 

 

 

 

 

 

 

 

 

Discount Rate

 

 5.10 

%

 

 4.35 

%

 

 

 

Health Care Cost Trend Rate

 

 7.00 

%

 

 7.10 

%

 

 

 


PBOP Expense:  For the NUSCO Plans, NU allocates net periodic postretirement benefits expense to certain subsidiaries based on the actual participant demographic data for each subsidiary's participants.  Benefit payments to participants and contributions are also tracked for each subsidiary.  The actual investment return4.5 percent in the trust is allocated to each of the subsidiaries annually in proportion to the investment return expected to be earned during the year.  For the NSTAR Plan, NU allocates the net periodic postretirement expenses to certain subsidiaries based on actual participant demographic data for each of its subsidiaries.  The net periodic postretirement expense allocated to NSTAR Electric was $4.6 million, $34.1 million, and $26 million for the years ended December 31, 2013, 2012 and 2011, respectively.  


The components of net periodic benefit expense, for which the total expense less capitalized amounts is included in Operations and Maintenance on the statements of income, the portion of PBOP amounts capitalized related to employees working on capital projects, which is included in Property, Plant and Equipment, Net on the balance sheets, and intercompany allocations not included in the net periodic benefit expense amounts for the PBOP Plans are as follows:


 

 

PBOP

 

 

For the Years Ended December 31,

 

 

2013 

 

2012 

 

2011 

(Millions of Dollars)

NU

 

CL&P

 

PSNH

 

WMECO

 

NU(1)

 

CL&P

 

PSNH

 

WMECO

 

NU

 

CL&P

 

PSNH

 

WMECO

Service Cost

$

 16.9 

 

$

 3.4 

 

$

 2.3 

 

$

 0.7 

 

$

 15.7 

 

$

 3.0 

 

$

 2.0 

 

$

 0.6 

 

$

 9.2 

 

$

 2.9 

 

$

 1.9 

 

$

 0.6 

Interest Cost

 

 47.2 

 

 

 7.9 

 

 

 4.0 

 

 

 1.7 

 

 

 49.0 

 

 

 9.2 

 

 

 4.6 

 

 

 2.0 

 

 

 25.7 

 

 

 10.0 

 

 

 4.8 

 

 

 2.2 

Expected Return

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

on Plan Assets

 

 (55.4)

 

 

 (10.1)

 

 

 (5.2)

 

 

 (2.3)

 

 

 (39.2)

 

 

 (9.1)

 

 

 (4.6)

 

 

 (2.1)

 

 

 (21.6)

 

 

 (8.7)

 

 

 (4.3)

 

 

 (2.0)

Actuarial Loss

 

 26.0 

 

 

 7.4 

 

 

 3.6 

 

 

 1.1 

 

 

 36.0 

 

 

 7.5 

 

 

 3.6 

 

 

 1.2 

 

 

 19.0 

 

 

 7.2 

 

 

 3.2 

 

 

 1.1 

Prior Service

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost/(Credit)

 

 (2.1)

 

 

 - 

 

 

 - 

 

 

 - 

 

 

 (1.4)

 

 

 - 

 

 

 - 

 

 

 - 

 

 

 (0.3)

 

 

 - 

 

 

 - 

 

 

 - 

Net Transition

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Obligation Cost(2)

 

 - 

 

 

 - 

 

 

 - 

 

 

 - 

 

 

 12.2 

 

 

 6.1 

 

 

 2.5 

 

 

 1.3 

 

 

 11.6 

 

 

 6.2 

 

 

 2.5 

 

 

 1.3 

Total Net Periodic
    Benefit Expense

$

 32.6 

 

$

 8.6 

 

$

 4.7 

 

$

 1.2 

 

$

 72.3 

 

$

 16.7 

 

$

 8.1 

 

$

 3.0 

 

$

 43.6 

 

$

 17.6 

 

$

 8.1 

 

$

 3.2 

Related Intercompany
   Allocations

 

N/A

 

$

 7.1 

 

$

 1.6 

 

$

 1.3 

 

 

N/A

 

$

 7.9 

 

$

 2.0 

 

$

 1.5 

 

 

N/A

 

$

 8.2 

 

$

 2.0 

 

$

 1.5 

Capitalized PBOP
    Expense

$

 8.8 

 

$

 3.9 

 

$

 1.3 

 

$

 0.6 

 

$

 26.6 

 

$

 8.2 

 

$

 2.3 

 

$

 1.6 

 

$

 12.7 

 

$

 8.7 

 

$

 2.2 

 

$

 1.5 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

 NU results include NSTAR PBOP Plan activity beginning April 10, 2012.

(2)

The PBOP Plans' transition obligation costs were fully amortized in 2013.


The following actuarial assumptions were used to calculate PBOP expense amounts:


 

 

 

PBOP

 

 

 

 

For the Years Ended December 31,

 

 

 

2013 

 

 

2012 

 

 

2011 

 

NUSCO PBOP Plans

 

 

 

 

 

 

 

 

 

Discount Rate

 

 4.04 

%

 

 4.84 

%

 

 5.28 

%

Expected Long-Term Rate of Return

 

 8.25 

%

 

 8.25 

%

 

 8.25 

%

 

 

 

 

 

 

 

 

 

 

 

NSTAR PBOP Plan

 

 

 

 

 

 

 

 

 

Discount Rate

 

 4.35 

%

 

 4.58 

%

 

N/A 

 

Expected Long-Term Rate of Return

 

 8.25 

%

 

 7.30 

%

 

N/A 

 




136



The following is a summary of the changes in plan assets and benefit obligations recognized in Regulatory Assets and OCI as well as amounts in Regulatory Assets and OCI reclassified as net periodic benefit (expense)/income during the years presented:


 

 

Amounts Reclassified To/From

 

 

 

 

 

 

 

Regulatory Assets

 

OCI

 

 

 

 

 

 

(Millions of Dollars)

For the Years Ended December 31,

 

 

 

 

 

 

NU PBOP Plans(1)

2013 

 

2012 

 

2013 

 

2012 

 

 

 

 

 

 

Actuarial Gains Arising During the Year

$

(262.0)

 

$

(108.6)

 

$

 (1.9)

 

$

 (1.8)

 

 

 

 

 

 

Actuarial Losses Reclassified as Net Periodic Benefit Expense

 

 (24.9)

 

 

(34.9)

 

 

 (1.1)

 

 

 (1.1)

 

 

 

 

 

 

Prior Service Credit Reclassified as Net Periodic Benefit Income

 

 2.1 

 

 

1.4 

 

 

 - 

 

 

 - 

 

 

 

 

 

 

Transition Obligation Reclassified as Net Periodic Benefit Expense

 

 - 

 

 

(11.9)

 

 

 - 

 

 

(0.2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) The NU amounts include the NSTAR PBOP Plan beginning April 10, 2012.


The following is a summary of the remaining Regulatory Assets and Accumulated Other Comprehensive Loss amounts that have not been recognized as components of net periodic benefit expense as of December 31, 2013 and 2012, and the amounts that are expected to be recognized as components in 2014:


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulatory Assets as of

 

Expected

 

 

AOCI as of

 

Expected

(Millions of Dollars)

December 31,

 

2014 

 

 

December 31,

 

2014 

NU PBOP Plans

2013 

 

2012 

 

Expense

 

2013 

 

2012 

 

Expense

Actuarial Loss

$

 89.2 

 

$

 376.1 

 

$

11.4 

 

$

 6.2 

 

$

 9.2 

 

$

 0.7 

Prior Service Credit

 

 (4.6)

 

 

 (6.7)

 

 

 (2.8)

 

 

 - 

 

 

 - 

 

 

 - 


2023. The health care cost trend rate assumption used to calculate the 2013 PBOP expense amountsamount was 76.5 percent for the NUSCO PBOP Plan, subsequently decreasing by 50 basis points per year to an ultimate rate of 5 percent in 2017, and 7.10 percent for the NSTAR PBOP Plan, subsequently decreasing to an ultimate rate of 4.5 percent in 2024.  As ofended December 31, 2013, the health care cost trend rate assumption used to determine the NUSCO and NSTAR PBOP Plans’ year end funded status is 7 percent, subsequently decreasing to an ultimate rate of 4.5 percent in 2024.  2015.


Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans.  The effect of changing the assumed health care cost trend rate by one percentage point for the year ended December 31, 20132015 would have the following effects:


One Percentage

 

One Percentage

(Millions of Dollars)

One Percentage

 

One Percentage

Point Increase

 

Point Decrease

NU PBOP Plans

Point Increase

 

Point Decrease

Effect on Postretirement Benefit Obligation

$

 85.8 

 

$

 (70.4)

Effect on PBOP Obligation

$

 115.3 

 

$

 (90.8)

Effect on Total Service and Interest Cost Components

 

 7.1 

 

 (5.5)

 

 8.5 

 

 (6.3)


The following is a summary of the changes in plan assets and benefit obligations recognized in Regulatory Assets and OCI as well as amounts recognized in Regulatory Assets and OCI that were reclassified as net periodic benefit (expense)/income during the years presented:


 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulatory Assets

 

OCI

 

 

For the Years Ended December 31,

 

(Millions of Dollars)

2015 

 

2014 

 

2015 

 

2014 

 

Actuarial (Gains)/Losses Arising During the Year

$

 (34.1)

 

$

 115.1 

 

$

 0.7 

 

$

 0.4 

 

Actuarial Losses Reclassified as Net Periodic Benefit Expense

 

 (6.4)

 

 

 (11.6)

 

 

 (0.4)

 

 

 (0.6)

 

Prior Service Credit Reclassified as Net Periodic Benefit Income

 

 0.5 

 

 

 2.8 

 

 

 -  

 

 

 -  

 


The following is a summary of the remaining Regulatory Assets and Accumulated Other Comprehensive Loss amounts that have not been recognized as components of net periodic benefit expense as of December 31, 2015 and 2014, as well as the amounts that are expected to be recognized as components in 2016:


 

 

Regulatory Assets as of

 

Expected

 

 

AOCI as of

 

Expected

 

December 31,

 

2016 

 

 

December 31,

 

2016 

(Millions of Dollars)

2015 

 

2014 

 

Expense

 

2015 

 

2014 

 

Expense

Actuarial Loss

$

 152.2 

 

$

 192.7 

 

$

 4.0 

 

$

 6.3 

 

$

 6.0 

 

$

 0.4 

Prior Service Credit

 

 (1.3)

 

 

 (1.8)

 

 

 (0.2)

 

 

 -  

 

 

 -  

 

 

 -  


Estimated Future Benefit Payments:  The following benefit payments, which reflect expected future service, are expected to be paid by the Pension, SERP and PBOP Plans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Millions of Dollars)

2016 

 

2017 

 

2018 

 

2019 

 

2020 

 

2021-2025

 

Pension and SERP

$

 253.5 

 

$

 272.9 

 

$

 273.9 

 

$

 283.7 

 

$

 292.7 

 

$

 1,604.3 

 

PBOP

 

 60.8 

 

 

 61.2 

 

 

 61.4 

 

 

 61.8 

 

 

 62.4 

 

 

 315.4 

 


Estimated Future Benefit Payments:  The following benefit payments, which reflect expected future service, are expected to be paid by the Pension, SERP and PBOP Plans:


(Millions of Dollars)

Pension

 

 

 

NU

and SERP

 

PBOP

2014 

$

 263.3 

 

$

 61.6 

2015 

 

 273.3 

 

 

 63.3 

2016 

 

 282.9 

 

 

 64.5 

2017 

 

 287.4 

 

 

 65.6 

2018 

 

 299.4 

 

 

 66.6 

2019-2023

 

 1,617.0 

 

 

 344.4 

 

 

 

 

 

 

NSTAR Pension Plan

 

 

 

 

 

2014 

$

 88.0 

 

 

N/A

2015 

 

 90.6 

 

 

N/A

2016 

 

 88.4 

 

 

N/A

2017 

 

 88.5 

 

 

N/A

2018 

 

 90.0 

 

 

N/A

2019-2023

 

 449.2 

 

 

N/A


Eversource Contributions: NU’s policy is to annually fund the NUSCO and NSTAR Pension Plans in an amount at least equal to an amount that will satisfy federal requirements.  NUEversource contributed $202.7$154.6 million to the NUSCO Pension Plan in 2013,2015, of which $108.3$5 million was contributed by PSNH.  NSTAR Electric, contributed $82$1 million toby PSNH and the NSTAR Pension Plan in 2013.remainder by other Eversource subsidiaries, primarily Eversource Service.  Based on the current status of the NUSCO Pension Plan NUand federal pension funding requirements, although not required to make a minimum pension contribution in 2016,  Eversource currently expects to make a contributioncontributions of $68.6approximately $146 million in 2014.2016, of which $21 million will be contributed by NSTAR Electric expectsand $17 million by PSNH.  The remaining $108 million is expected to make a contribution of $3 million in 2014 to the NSTAR Pension Plan.be contributed by other Eversource subsidiaries, primarily Eversource Service.  


For the PBOP Plans, it is NU’s policy to annually fund the NUSCO PBOP Plans in an amount equal to the PBOP Plans' postretirement benefit cost, excluding curtailment and termination benefits, and the NSTAR PBOP Plan in an amount that approximates annual benefit payments.  NUEversource contributed $57.6$7.9 million to the PBOP PlansPlan in 2013 and2015, of which $4.9 million was contributed by NSTAR Electric.  Eversource expects to make $39.7approximately $9.5 million in contributions in 2014.  




137


2016.  


Fair Value of Pension and PBOP Plan Assets:  Pension and PBOP funds are held in external trusts.  Trust assets, including accumulated earnings, must be used exclusively for Pension and PBOP payments.  NU'sEversource's investment strategy for its Pension and PBOP Plans is to maximize the long-term rates of return on these plans' assets within an acceptable level of risk.  The investment strategy for each asset category includes a diversification of asset types, fund strategies and fund managers and it establishes target asset allocations that are routinely reviewed and periodically rebalanced.  In 2013 and 2012, PBOP assets wereare comprised of assets held in the PBOP Plan as well as specific assets within the defined benefit pension plan trust (401(h) assets) as well as assets held in the PBOP Plans..  The investment policy and strategy of the 401(h) assets is consistent with thosethat of the defined benefit pension plans, which are detailed below.  NU'splan.  Eversource's expected long-term rates of return on Pension and PBOP Plan assets are based on these target asset allocation assumptions and related expected long-term rates of return.  In developing its expected long-term rate of return assumptions for the Pension and PBOP Plans, NUEversource evaluated input from consultants, as well as long-term inflation assumptions and historical returns.  For the year ended December 31, 2013,2015, management has assumed long-term rates of return of 8.25 percent for the Pension and PBOP Plan assets.  These long-term rates of return are based on the assumed rates of return for the target asset allocations as follows:


 

 

As of December 31,

 

 

2013 

 

2012 

 

 

NUSCO and NSTAR Pension

 

NUSCO Pension

 

 

 

 

 

 

 

 

 

 

and Tax-Exempt PBOP Plans(1)

 

and PBOP Plans

 

NSTAR Pension Plan

 

NSTAR PBOP Plan

 

 

Target

 

Assumed

 

Target

 

Assumed

 

Target

 

Assumed

 

Target

 

Assumed

 

 

Asset

 

Rate

 

Asset

 

Rate

 

Asset

 

Rate

 

Asset

 

Rate

 

 

Allocation

 

of Return

 

Allocation

 

of Return

 

Allocation

 

of Return

 

Allocation

 

of Return

Equity Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

24%

 

9%

 

24%

 

9%

 

25%

 

8.3%

 

25%

 

8.3%

 

International

10%

 

9%

 

13%

 

9%

 

13%

 

8.6%

 

20%

 

8.6%

 

Emerging Markets

6%

 

10%

 

3%

 

10%

 

5%

 

8.8%

 

5%

 

8.8%

 

Private Equity

10%

 

13%

 

12%

 

13%

 

-

 

-

 

-

 

-

Debt Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed Income

15%

 

5%

 

20%

 

5%

 

21%

 

4.6%

 

30%

 

4.6%

 

High Yield Fixed Income

9%

 

7.5%

 

3.5%

 

7.5%

 

9%

 

6.5%

 

-

 

-

 

Emerging Markets Debt

6%

 

7.5%

 

3.5%

 

7.5%

 

4%

 

6.4%

 

-

 

-

Real Estate and Other Assets

9%

 

7.5%

 

8%

 

7.5%

 

10%

 

7.9%

 

10%

 

7.9%

Hedge Funds

11%

 

7%

 

13%

 

7%

 

13%

 

8.4%

 

10%

 

8.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



116


(1)





 

 

As of December 31, 2015

 

As of December 31, 2014

 

 

 Pension Plan and Tax-Exempt Assets Within PBOP Plan

 

 Pension Plan and Tax-Exempt Assets Within PBOP Plan

 

 

Target Asset Allocation

 

Assumed Rate of Return

 

Target Asset Allocation

 

Assumed Rate of Return

Equity Securities:

 

 

 

 

 

 

 

 

United States

22%

 

8.5%

 

24%

 

9%

 

International

13%

 

8.5%

 

10%

 

9%

 

Emerging Markets

5%

 

10%

 

6%

 

10%

 

Private Equity

12%

 

12%

 

10%

 

13%

Debt Securities:

 

 

 

 

 

 

 

 

Fixed Income

12%

 

4.5%

 

15%

 

5%

 

High Yield Fixed Income

13%

 

8.5%

 

9%

 

7.5%

 

Emerging Markets Debt

5%

 

7.5%

 

6%

 

7.5%

Real Estate and Other Assets

10%

 

7.5%

 

9%

 

7.5%

Hedge Funds

8%

 

7%

 

11%

 

7%


The Taxabletaxable assets within the PBOP PlansPlan have a target asset allocation of 70 percent equity securities and 30 percent fixed income securities.


The following table presents, by asset category, the Pension and PBOP Plan assets recorded at fair value on a recurring basis by the level in which they are classified within the fair value hierarchy:  


 

 

NU Pension Plans

 

 

Fair Value Measurements as of December 31,

(Millions of Dollars)

2013 

 

2012 

Asset Category:

Level 1

 

Level 2

 

Level 3

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Total

Equity Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States(1)

$

 294.6 

 

$

 597.7 

 

$

 194.0 

 

$

 1,086.3 

 

$

 336.5 

 

$

 302.8 

 

$

 270.6 

 

$

 909.9 

 

International(1)

 

 32.2 

 

 

 362.6 

 

 

 61.5 

 

 

 456.3 

 

 

 42.0 

 

 

 362.6 

 

 

 52.1 

 

 

 456.7 

 

Emerging Markets (1)

 

 - 

 

 

 211.8 

 

 

 - 

 

 

 211.8 

 

 

 - 

 

 

 135.3 

 

 

 - 

 

 

 135.3 

 

Private Equity

 

 96.4 

 

 

 - 

 

 

 300.3 

 

 

 396.7 

 

 

 26.7 

 

 

 - 

 

 

 267.9 

 

 

 294.6 

Fixed Income(2)

 

 11.6 

 

 

 605.1 

 

 

 589.5 

 

 

 1,206.2 

 

 

 54.9 

 

 

 629.2 

 

 

 315.1 

 

 

 999.2 

Real Estate and Other Assets

 

 - 

 

 

 88.2 

 

 

 288.5 

 

 

 376.7 

 

 

 - 

 

 

 78.9 

 

 

 235.4 

 

 

 314.3 

Hedge Funds

 

 - 

 

 

 - 

 

 

 416.9 

 

 

 416.9 

 

 

 - 

 

 

 - 

 

 

 418.9 

 

 

 418.9 

Total Master Trust Assets

$

 434.8 

 

$

 1,865.4 

 

$

 1,850.7 

 

$

 4,150.9 

 

$

 460.1 

 

$

 1,508.8 

 

$

 1,560.0 

 

$

 3,528.9 

 

Less:  401(h) PBOP Assets(3)

 

 

 

 

 

 

 

 

 

 

 (165.0)

 

 

 

 

 

 

 

 

 

 

 

 (117.6)

Total Pension Assets

 

 

 

 

 

 

 

 

 

$

 3,985.9 

 

 

 

 

 

 

 

 

 

 

$

 3,411.3 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 




138







 

NSTAR Pension Plan

  

 Pension Plan

 

Fair Value Measurements as of December 31,

  

Fair Value Measurements as of December 31,

(Millions of Dollars)

(Millions of Dollars)

2013 

 

2012 

(Millions of Dollars)

2015 

 

2014 

Asset Category:

Asset Category:

Level 1

 

Level 2

 

Level 3

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Total

Asset Category:

Level 1

 

Level 2

 

Level 3

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Total

Equity Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States(1)

$

 87.7 

 

$

 177.9 

 

$

 57.8 

 

$

 323.4 

 

$

 96.7 

 

$

 246.4 

 

$

 - 

 

$

 343.1 

International(1)

 

 9.6 

 

 

 108.0 

 

 

 18.3 

 

 

 135.9 

 

 

 - 

 

 

 98.3 

 

 

 52.1 

 

 

 150.4 

Emerging Markets(1)

 

 - 

 

 

 63.1 

 

 

 - 

 

 

 63.1 

 

 

 - 

 

 

 55.9 

 

 

 - 

 

 

 55.9 

Private Equity

 

 28.7 

 

 

 - 

 

 

 89.4 

 

 

 118.1 

 

 

 

 

 

 

 

 

Equity Securities(1)

$

 396.5 

 

$

 985.7 

 

$

 305.2 

 

$

 1,687.4 

 

$

 414.7 

 

$

 1,035.0 

 

$

 292.2 

 

$

 1,741.9 

Private Equity

 

 7.6 

 

 

 -  

 

 

 464.7 

 

 

 472.3 

 

 

 18.8 

 

 

 -  

 

 

 367.9 

 

 

 386.7 

Fixed Income(2)

Fixed Income(2)

 

 3.4 

 

 

 180.0 

 

 

 175.4 

 

 

 358.8 

 

 

 54.9 

 

 

 292.5 

 

 

 - 

 

 

 347.4 

Fixed Income(2)

 

 -  

 

 

 432.0 

 

 

 784.8 

 

 

 1,216.8 

 

 

 10.2 

 

 

 561.4 

 

 

 722.0 

 

 

 1,293.6 

Real Estate and Other Assets

Real Estate and Other Assets

 

 - 

 

 

 26.3 

 

 

 85.6 

 

 

 111.9 

 

 

 - 

 

 

 - 

 

 

 127.2 

 

 

 127.2 

Real Estate and Other Assets

 

 -  

 

 

 117.5 

 

 

 260.3 

 

 

 377.8 

 

 

 -  

 

 

 132.0 

 

 

 265.8 

 

 

 397.8 

Hedge Funds

Hedge Funds

 

 - 

 

 

 - 

 

 

 124.1 

 

 

 124.1 

 

 

 - 

 

 

 - 

 

 

 122.7 

 

 

 122.7 

Hedge Funds

 

 -  

 

 

 49.7 

 

 

 290.8 

 

 

 340.5 

 

 

 -  

 

 

 20.0 

 

 

 475.0 

 

 

 495.0 

Total Master Trust Assets

$

 129.4 

 

$

 555.3 

 

$

 550.6 

 

$

 1,235.3 

 

$

 151.6 

 

$

 693.1 

 

$

 302.0 

 

$

 1,146.7 

Total

$

 404.1 

 

$

 1,584.9 

 

$

 2,105.8 

 

$

 4,094.8 

 

$

 443.7 

 

$

 1,748.4 

 

$

 2,122.9 

 

$

 4,315.0 

Less:  401(h) PBOP Assets(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 (77.6)

Less:  401(h) PBOP Assets(3)

 

 

 

 

 

 

 

 

 

 

 (189.4)

 

 

 

 

 

 

 

 

 

 

 

 (188.5)

Total Pension Assets

Total Pension Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 1,069.1 

Total Pension Assets

 

 

 

 

 

 

 

 

 

$

 3,905.4 

 

 

 

 

 

 

 

 

 

 

$

 4,126.5 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NU PBOP Plans

  

 PBOP Plan

 

Fair Value Measurements as of December 31,

  

Fair Value Measurements as of December 31,

(Millions of Dollars)

(Millions of Dollars)

2013 

 

2012 

(Millions of Dollars)

2015 

 

2014 

Asset Category:

Asset Category:

Level 1

 

Level 2

 

Level 3

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Total

Asset Category:

Level 1

 

Level 2

 

Level 3

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Total

Cash and Cash Equivalents

$

 11.1 

 

$

 - 

 

$

 - 

 

$

 11.1 

 

$

 9.7 

 

$

 - 

 

$

 - 

 

$

 9.7 

Equity Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States(1)

 

 67.0 

 

 

 120.6 

 

 

 69.1 

 

 

 256.7 

 

 

 116.3 

 

 

 57.7 

 

 

 36.3 

 

 

 210.3 

International(1)

 

 28.1 

 

 

 42.8 

 

 

 - 

 

 

 70.9 

 

 

 68.0 

 

 

 29.7 

 

 

 - 

 

 

 97.7 

Emerging Markets(1)

 

 15.2 

 

 

 13.4 

 

 

 - 

 

 

 28.6 

 

 

 7.7 

 

 

 14.0 

 

 

 - 

 

 

 21.7 

Private Equity

 

 - 

 

 

 - 

 

 

 17.9 

 

 

 17.9 

 

 

 - 

 

 

 - 

 

 

 11.3 

 

 

 11.3 

Equity Securities(1)

$

 109.7 

 

$

 121.6 

 

$

 77.8 

 

$

 309.1 

 

$

 104.1 

 

$

 172.8 

 

$

 75.1 

 

$

 352.0 

Private Equity

 

 -  

 

 

 -  

 

 

 32.9 

 

 

 32.9 

 

 

 -  

 

 

 -  

 

 

 24.9 

 

 

 24.9 

Fixed Income(2)

Fixed Income(2)

 

 - 

 

 

 119.7 

 

 

 51.5 

 

 

 171.2 

 

 

 - 

 

 

 137.7 

 

 

 32.1 

 

 

 169.8 

Fixed Income(2)

 

 9.7 

 

 

 99.9 

 

 

 81.6 

 

 

 191.2 

 

 

 16.1 

 

 

 110.0 

 

 

 78.3 

 

 

 204.4 

Real Estate and Other Assets

Real Estate and Other Assets

 

 - 

 

 

 14.2 

 

 

 33.9 

 

 

 48.1 

 

 

 - 

 

 

 4.7 

 

 

 26.7 

 

 

 31.4 

Real Estate and Other Assets

 

 -  

 

 

 17.0 

 

 

 20.4 

 

 

 37.4 

 

 

 -  

 

 

 19.4 

 

 

 15.0 

 

 

 34.4 

Hedge Funds

Hedge Funds

 

 - 

 

 

 - 

 

 

 57.0 

 

 

 57.0 

 

 

 - 

 

 

 - 

 

 

 39.6 

 

 

 39.6 

Hedge Funds

 

 -  

 

 

 -  

 

 

 52.2 

 

 

 52.2 

 

 

 -  

 

 

 -  

 

 

 58.4 

 

 

 58.4 

Total

Total

$

 121.4 

 

$

 310.7 

 

$

 229.4 

 

$

 661.5 

 

$

 201.7 

 

$

 243.8 

 

$

 146.0 

 

$

 591.5 

Total

$

 119.4 

 

$

 238.5 

 

$

 264.9 

 

$

 622.8 

 

$

 120.2 

 

$

 302.2 

 

$

 251.7 

 

$

 674.1 

Add:  401(h) PBOP Assets(3)

 

 

 

 

 

 

 

 

 

 

 165.0 

 

 

 

 

 

 

 

 

 

 

 

 117.6 

Add:  401(h) PBOP Assets(3)

 

 

 

 

 

 

 

 

 

 

 189.4 

 

 

 

 

 

 

 

 

 

 

 

 188.5 

Total PBOP Assets

Total PBOP Assets

 

 

 

 

 

 

 

 

 

$

 826.5 

 

 

 

 

 

 

 

 

 

 

$

 709.1 

Total PBOP Assets

 

 

 

 

 

 

 

 

 

$

 812.2 

 

 

 

 

 

 

 

 

 

 

$

 862.6 


(1)

United States, International and Emerging Markets equity securities classified as Level 2 include investments in commingled funds.  Level 3 investments include hedge funds that are overlayed with equity index swaps and futures contracts and funds invested in equities that have redemption restrictions.  

(2)

Fixed Income investments classified as Level 3 investments include fixed income funds that invest in a variety of opportunistic fixed income strategies, and hedge funds that are overlayed with fixed income futures.  

(3)

The assets of the Pension PlansPlan include a 401(h) account that has been allocated to provide health and welfare postretirement benefits under the PBOP Plans.


Effective January 1, 2013, the NSTAR Pension Plan assets were transferred into the NUSCO Pension Plan master trust.  The, NUSCO Pension Plan is entitled to approximately 66 percent of each asset category in the master trust, the NSTAR Pension Plan is entitled to approximately 30 percent of each asset category in the master trust and the 401(h) plans are entitled to approximately four percent of each asset category in the master trust.


CL&P, PSNH and WMECO participate in the NUSCO Pension and PBOP Plans.  Each company participating in the plans is allocated a portion of the total plan assets.  As of December 31, 2013 and 2012, the NUSCO Pension Plan had total assets of $2,750.4 million and $2,342.6 million, respectively.  CL&P’s, PSNH’s and WMECO’s portion of these total Pension Plan assets was 37 percent, 19 percent and 9 percent, respectively, as of December 31, 2013, and 40 percent, 17 percent and 9 percent, respectively, as of December 31, 2012.  The NUSCO PBOP Plans had total assets of $391 million and $334.9 million as of December 31, 2013 and 2012, respectively.  CL&P’s, PSNH’s and WMECO’s portion of these total PBOP Plan assets was 39 percent, 21 percent and 9 percent, respectively, as of December 31, 2013 and 2012.Plan.


The Company values assets based on observable inputs when available.  Equity securities, exchange traded funds and futures contracts classified as Level 1 in the fair value hierarchy are priced based on the closing price on the primary exchange as of the balance sheet date.  Commingled funds included in Level 2 equity securities are recorded at the net asset value provided by the asset manager, which is based on the market prices of the underlying equity securities.  Swaps are valued using pricing models that incorporate interest rates and equity and fixed income index closing prices to determine a net present value of the cash flows.  Fixed income securities, such as government issued securities, corporate bonds and high yield bond funds, are included in Level 2 and are valued using pricing models, quoted prices of securities with similar characteristics or discounted cash flows.  The pricing models utilize observable inputs such as recent trades for the same or similar instruments, yield curves, discount margins and bond structures.  Hedge funds and investments in opportunistic fixed income funds are recorded at net asset value based on the values of the underlying assets.  The assets in the hedge funds and opportunistic fixed income funds are valued using observable inputs and are classified as Level 3 within the fair value hierarchy due to redemption restrictions.  Private Equity investments and Real Estate and Other Assets are valued using the net asset value provided by the partnerships, which are based on discounted cash flows of the underlying investments, real estate appraisals or public market comparables of the underlying investments. These investments are classified as Level 3 due to redemption restrictions.  




139


117



Fair Value Measurements Using Significant Unobservable Inputs (Level 3):  The following tables present changes in the Level 3 category of Eversource's Pension and PBOP Plan assets for the years ended December 31, 20132015 and 2012.  The NSTAR Pension Plan table reflects the change in asset categories on January 1, 2013 as a result of the transfer of assets into the NUSCO Pension Plan master trust.2014:  


 

 

NU Pension Plans

 

 

 

 

 

United

 

 

 

 

 

 

 

Real Estate

 

 

 

 

 

 

States

 

 

 

Private

 

Fixed

 

and Other

 

Hedge

 

 

(Millions of Dollars)

Equity

 

International

 

Equity

 

Income

 

Assets

 

Funds

 

Total

Balance as of January 1, 2012

$

 259.4 

 

$

 - 

 

$

 255.1 

 

$

 276.2 

 

$

 71.8 

 

$

 240.0 

 

$

 1,102.5 

Assets Assumed from Merger with NSTAR

 

 - 

 

 

41.4 

 

 

 - 

 

 

 - 

 

 

 111.0 

 

 

 126.6 

 

 

 279.0 

Actual Return/(Loss) on Plan Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Relating to Assets Still Held as of Year End

 

 11.2 

 

 

10.7 

 

 

 17.0 

 

 

 42.1 

 

 

 5.7 

 

 

 21.8 

 

 

 108.5 

 

Relating to Assets Distributed During the Year

 

 - 

 

 

 - 

 

 

 15.0 

 

 

 0.7 

 

 

 7.6 

 

 

 (0.3)

 

 

 23.0 

Purchases, Sales and Settlements

 

 - 

 

 

 - 

 

 

 (19.2)

 

 

 (3.9)

 

 

 39.3 

 

 

 30.8 

 

 

 47.0 

Balance as of December 31, 2012

$

 270.6 

 

$

 52.1 

 

$

 267.9 

 

$

 315.1 

 

$

 235.4 

 

$

 418.9 

$

 1,560.0 

Transfer Between Categories

 

 - 

 

 

 - 

 

 

 - 

 

 

 32.5 

 

 

 - 

 

 

 (32.5)

 

 

 - 

Actual Return/(Loss) on Plan Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Relating to Assets Still Held as of Year End

 

 11.2 

 

 

 9.4 

 

 

 15.4 

 

 

 55.3 

 

 

 12.9 

 

 

 33.4 

 

 

 137.6 

 

Relating to Assets Distributed During the Year

 

 12.2 

 

 

 - 

 

 

 13.7 

 

 

 (1.0)

 

 

 6.2 

 

 

 - 

 

 

 31.1 

Purchases, Sales and Settlements

 

 (100.0)

 

 

 - 

 

 

 3.3 

 

 

 187.6 

 

 

 34.0 

 

 

 (2.9)

 

 

 122.0 

Balance as of December 31, 2013

$

 194.0 

 

$

 61.5 

 

$

 300.3 

 

$

 589.5 

 

$

 288.5 

 

$

 416.9 

 

$

 1,850.7 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NU PBOP Plans

 

 

 

 

 

United

 

 

 

 

 

 

 

Real Estate

 

 

 

 

 

 

 

 

 

 

 

States

 

Private

 

Fixed

 

and Other

 

 

Hedge

 

 

 

 

 

 

(Millions of Dollars)

Equity

 

Equity

 

Income

 

Assets

 

 

Funds

 

 

Total

 

 

 

Balance as of January 1, 2012

$

 10.7 

 

$

 5.1 

 

$

 26.0 

 

$

 2.5 

 

$

 16.1 

 

$

 60.4 

 

 

 

Assets Assumed from Merger with NSTAR

 

 19.7 

 

 

 - 

 

 

 - 

 

 

 18.4 

 

 

 21.4 

 

 

 59.5 

 

 

 

Actual Return on Plan Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Relating to Assets Still Held as of Year End

 

 5.9 

 

 

 1.6 

 

 

 4.0 

 

 

 3.0 

 

 

 2.1 

 

 

 16.6 

 

 

 

Purchases, Sales and Settlements

 

 - 

 

 

 4.6 

 

 

 2.1 

 

 

 2.8 

 

 

 - 

 

 

 9.5 

 

 

 

Balance as of December 31, 2012

$

 36.3 

 

$

 11.3 

 

$

 32.1 

 

$

 26.7 

 

$

 39.6 

 

$

 146.0 

 

 

 

Actual Return/(Loss) on Plan Assets:

 

 

 

 

 

 

 

 

 

 

 - 

 

 

 

 

 

 

 

 

 

 

Relating to Assets Still Held as of Year End

 

 20.8 

 

 

 1.5 

 

 

 4.1 

 

 

 3.9 

 

 

 5.4 

 

 

 35.7 

 

 

 

 

Relating to Assets Distributed During the Year

 

 - 

 

 

 0.2 

 

 

 - 

 

 

 (0.1)

 

 

 - 

 

 

 0.1 

 

 

 

Purchases, Sales and Settlements

 

 12.0 

 

 

 4.9 

 

 

 15.3 

 

 

 3.4 

 

 

 12.0 

 

 

 47.6 

 

 

 

Balance as of December 31, 2013

$

 69.1 

 

$

 17.9 

 

$

 51.5 

 

$

 33.9 

 

$

 57.0 

 

$

 229.4 

 

 

 


 

NSTAR Pension Plan

 

United

 

 

 

 

 

 

 

 

 

 

Real Estate

 

 

 

 

 

 

 

 Pension Plan

 

States

 

 

 

 

Private

 

Fixed

 

and Other

 

 

Hedge

 

 

 

 

Equity

 

Private

 

Fixed

 

Real Estate and

 

Hedge

 

 

(Millions of Dollars)

(Millions of Dollars)

Equity

 

International

 

 

Equity

 

Income

 

Assets

 

 

Funds

 

 

Total

(Millions of Dollars)

Securities

 

Equity

 

Income

 

Other Assets

 

Funds

 

Total

Balance as of January 1, 2012

$

 - 

 

$

 41.4 

 

$

 - 

 

 - 

 

$

 111.0 

 

$

 126.6 

 

$

 279.0 

Balance as of January 1, 2014

$

 255.5 

 

$

 300.3 

 

$

 589.5 

 

$

 288.5 

 

$

 416.9 

 

$

 1,850.7 

Actual Return/(Loss) on Plan Assets:

Actual Return/(Loss) on Plan Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Actual Return/(Loss) on Plan Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Relating to Assets Still Held as of Year End

 

 - 

 

 10.7 

 

 - 

 

 

 - 

 

 9.9 

 

 5.6 

 

 26.2 

Relating to Assets Still Held as of Year End

 

 (2.3)

 

 

 14.0 

 

 

 45.2 

 

 

 (3.6)

 

 

 23.5 

 

 

 76.8 

Relating to Assets Distributed During the Year

 

 - 

 

 - 

 

 - 

 

 

 - 

 

 - 

 

 (0.3)

 

 (0.3)

Relating to Assets Distributed During the Year

 

 -  

 

 

 13.9 

 

 

 (6.2)

 

 

 28.3 

 

 

 (15.2)

 

 

 20.8 

Purchases, Sales and Settlements

Purchases, Sales and Settlements

 

 - 

 

 

 - 

 

 

 - 

 

 

 - 

 

 

 6.3 

 

 

 (9.2)

 

 

 (2.9)

Purchases, Sales and Settlements

 

 39.0 

 

 

 39.7 

 

 

 93.5 

 

 

 (47.4)

 

 

 49.8 

 

 

 174.6 

Balance as of December 31, 2012

$

 - 

 

$

 52.1 

 

$

 - 

 

 - 

 

$

 127.2 

 

$

 122.7 

 

$

 302.0 

Transfer of Assets into NUSCO Pension Plan Trust

 

 80.5 

 

 (36.6)

 

$

 79.7 

 

 

 93.8 

 

 (57.1)

 

 2.0 

 

 162.3 

Transfer Between Categories

 

 - 

 

 - 

 

 - 

 

 

 9.7 

 

 - 

 

 (9.7)

 

 - 

Balance as of December 31, 2014

$

 292.2 

 

$

 367.9 

 

$

 722.0 

 

$

 265.8 

 

$

 475.0 

 

$

 2,122.9 

Transfer Between Categories

 

 76.5 

 

 

 -  

 

 

 -  

 

 

 -  

 

 

 (76.5)

 

 

 -  

Actual Return/(Loss) on Plan Assets:

Actual Return/(Loss) on Plan Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Actual Return/(Loss) on Plan Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Relating to Assets Still Held as of Year End

 

3.5 

 

 2.8 

 

 4.6 

 

 

 16.4 

 

3.5 

 

9.9 

 

 40.7 

Relating to Assets Still Held as of Year End

 

 5.3 

 

 

 24.4 

 

 

 (6.7)

 

 

 (7.1)

 

 

 -  

 

 

 15.9 

Relating to Assets Distributed During the Year

 

3.6 

 

 - 

 

 4.2 

 

 

 (0.3)

 

1.8 

 

 - 

 

 9.3 

Relating to Assets Distributed During the Year

 

 -  

 

 

 27.3 

 

 

 17.0 

 

 

 24.8 

 

 

 (0.9)

 

 

 68.2 

Purchases, Sales and Settlements

Purchases, Sales and Settlements

 

 (29.8)

 

 

 - 

 

 

 0.9 

 

 

 55.8 

 

 

10.2 

 

 

 (0.8)

 

 

 36.3 

Purchases, Sales and Settlements

 

 (68.8)

 

 

 45.1 

 

 

 52.5 

 

 

 (23.2)

 

 

 (106.8)

 

 

 (101.2)

Balance as of December 31, 2013

$

 57.8 

 

$

 18.3 

 

$

 89.4 

 

 175.4 

 

$

 85.6 

 

$

 124.1 

 

$

 550.6 

Balance as of December 31, 2015

$

 305.2 

 

$

 464.7 

 

$

 784.8 

 

$

 260.3 

 

$

 290.8 

 

$

 2,105.8 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 PBOP Plan

 

Equity

 

Private

 

Fixed

 

Real Estate and

 

Hedge

 

 

(Millions of Dollars)

Securities

 

Equity

 

Income

 

Other Assets

 

Funds

 

Total

Balance as of January 1, 2014

$

 69.1 

 

$

 17.9 

 

$

 51.5 

 

$

 33.9 

 

$

 57.0 

 

$

 229.4 

Actual Return/(Loss) on Plan Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Relating to Assets Still Held as of Year End

 

 6.0 

 

 

 1.3 

 

 

 1.9 

 

 

 (2.8)

 

 

 1.4 

 

 

 7.8 

Relating to Assets Distributed During the Year

 

 -  

 

 

 0.1 

 

 

 -  

 

 

 (2.2)

 

 

 -  

 

 

 (2.1)

Purchases, Sales and Settlements

 

 -  

 

 

 5.6 

 

 

 24.9 

 

 

 (13.9)

 

 

 -  

 

 

 16.6 

Balance as of December 31, 2014

$

 75.1 

 

$

 24.9 

 

$

 78.3 

 

$

 15.0 

 

$

 58.4 

 

$

 251.7 

Actual Return/(Loss) on Plan Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Relating to Assets Still Held as of Year End

 

 (2.0)

 

 

 2.6 

 

 

 2.1 

 

 

 0.3 

 

 

 (1.5)

 

 

 1.5 

Relating to Assets Distributed During the Year

 

 -  

 

 

 -  

 

 

 (0.3)

 

 

 -  

 

 

 -   

 

 

 (0.3)

Purchases, Sales and Settlements

 

 4.7 

 

 

 5.4 

 

 

 1.5 

 

 

 5.1 

 

 

 (4.7)

 

 

 12.0 

Balance as of December 31, 2015

$

 77.8 

 

$

 32.9 

 

$

 81.6 

 

$

 20.4 

 

$

 52.2 

 

$

 264.9 


B.

Defined Contribution Plans

As of December 31, 2013, NU maintained twoEffective January 1, 2014, Eversource maintains one defined contribution plansplan on behalf of eligible participants.participants, the Eversource 401k Plan.  The NUSCO 401(k)Eversource 401k Plan covered eligible employees, including CL&P, PSNH, WMECO, and effective in 2012, certain newly-hired NSTAR employees.  The NSTAR Savings Plan covered eligible employees of NSTAR.  These defined contribution plans providedprovides for employee and employer contributions up to statutory limits.


The NUSCO 401(k)  For eligible employees, the Eversource 401k Plan matches employeeprovides employer matching contributions of either 100 percent up to a maximum of three percent of eligible compensation or 50 percent up to a maximum of eight percent of eligible compensation.  Beginning in 2014 for newly hired employees, the Eversource 401k Plan provides employer matching contributions of 100 percent up to a maximum of three percent of eligible compensation.


The NUSCO 401(k)Eversource 401k Plan also contains a K-Vantage feature for the benefit of eligible participants, which provides an additional companyannual employer contribution based on age and years of service.  This feature covers the majority of NU non-represented employees hired after 2005 and certain NU bargaining unit employees hired after 2006 or as subject to collective bargaining agreements.  In addition, NSTAR employees who participate in the NUSCO 401(k) Plan are eligible to participate in the K-Vantage program.  Participants in the K-Vantage programparticipants are not eligible to actively participate in any NU defined benefit plan.




140



The NSTAR Savings Plan matches employee contributions of 50 percent on up to the first 8 percent of eligible compensation.Eversource Pension Plan.


The total defined contribution planEversource 401k Plan employer matching contributions, including the K-Vantage program contributions, arewere as follows:


 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

(Millions of Dollars)

NU(1)

 

CL&P

 

Electric

 

PSNH

 

WMECO

Eversource

 

CL&P

 

Electric

 

PSNH

 

WMECO

2015

$

30.4 

 

$

4.8 

 

$

6.3 

 

$

3.4 

 

$

1.0 

2014

 

29.7 

 

5.0 

 

6.3 

 

3.2 

 

1.0 

2013

$

37.0 

 

$

5.1 

 

$

8.5 

 

$

3.3 

 

$

1.0 

 

37.0 

 

5.1 

 

8.5 

 

3.3 

 

1.0 

2012

 

25.7 

 

4.8 

 

9.0 

 

3.3 

 

0.9 

2011

 

 17.4 

 

4.5 

 

8.7 

 

3.1 

 

0.9 


(1)

NSTAR amounts were included in NU beginning April 10, 2012.  


Effective January 1, 2014, the NSTAR Savings Plan merged into the NUSCO 401(k) Plan.  The merged Plan is a defined contribution plan that continues to provide for employer and employee contributions up to statutory limits.  The merged Plan also retained the match guidelines and K-Vantage features for eligible employees as described above.


C.

Employee Stock Ownership Plan

NU maintains an ESOP for purposes of allocating shares to employees participating in the NUSCO 401(k) Plan.  Allocations of NUEversource common shares were made from NUEversource treasury shares to satisfy a portion of the NUSCO 401(k)Eversource 401k Plan obligation, to provide a portionwhich provides 100 percent of the matching contribution in NUEversource common shares.


For treasury shares used to satisfy the 401(k)Eversource 401k Plan employer matching contributions, compensation expense is recognized equal to the fair value of shares that have been allocated to participants.  Any difference between the fair value and the average cost of the allocated treasury shares is charged or credited to Capital Surplus, Paid In.In on the balance sheet.  For the years ended December 31, 2015, 2014 and 2013, 2012 and 2011, NUEversource recognized $9.1$7 million, $8.9$22 million and $8.8$9.1 million, respectively, of compensation expense related to treasury shares used to satisfy the ESOP.matching contribution.


D.C.

Share-Based Payments

Share-based compensation awards are recorded using a fair-value-based method at the date of grant.  NU,Eversource, CL&P, NSTAR Electric, PSNH and WMECO record compensation expense related to these awards, as applicable, for shares issued or sold to their respective employees and officers, as well as for the allocation of costs associated with shares issued or sold to NU'sEversource's service company employees and officers that support CL&P, NSTAR Electric, PSNH and WMECO.  


Upon consummation of the merger with NSTAR, the NSTAR 1997 ShareEversource Incentive Plan and the NSTAR 2007 Long-Term Incentive Plan were assumed by NU.  Share-based awards granted under the NSTAR Plans and held by NSTAR employees and officers were generally converted into outstanding NU share-based compensation awards with an estimated fair value of $53.2 million.  Refer to Note 2, "Merger of NU and NSTAR," for further information regarding the merger transaction.  Specifically, as of the merger closing, and as adjusted by the exchange ratio, NU converted (1) outstanding NSTAR stock options into 2,664,894 NU stock options valued at $30.5 million, (2) NSTAR deferred shares and NSTAR performance shares into 421,775 NU RSU’s valued at $15.5 million, and (3) NSTAR RSU retention awards into 195,619 NU RSU retention awards valued at $7.2 million.


NU Incentive Plan:Plans:  NUEversource maintains long-term equity-based incentive plans under the NU Incentive Plan in which NU,Eversource, CL&P, NSTAR Electric, PSNH and WMECO employees, officers and board members are entitledeligible to participate.  The NU Incentive Plan was approved in 2007, and authorized NUincentive plans authorize Eversource to grant up to 4,500,0008,000,000 new shares for various types of awards, including RSUs and performance shares, to eligible employees, officers, and board members.  As of December 31, 20132015 and 2012, NU2014, Eversource had 2,462,6683,005,010 and 2,502,5123,112,020 common shares, respectively, available for issuance under the NU Incentive Plan.  The aggregate number of common shares authorized for issuance under the NSTAR 2007 Long-Term Incentive Plan was 3,500,000.  As of both December 31, 2013 and 2012, there were 977,922 NU common shares available for issuance under this Plan.  No additional awards will be granted under the NSTAR 1997 Share Incentive Plan.  NU also maintains an ESPP for eligible employees.  these plans.


NU

118



Eversource accounts for its various share-based plans as follows:


·

RSUs - NUEversource records compensation expense, net of estimated forfeitures, on a straight-line basis over the requisite service period based upon the fair value of NU'sEversource's common shares at the date of grant.  The par value of RSUs is reclassified to Common Stock from APIC as RSUs become issued as common shares.


·

Performance Shares - NUEversource records compensation expense, net of estimated forfeitures, on a straight-line basis over the requisite service period.  Performance shares vest based upon the extent to which Company goals are achieved.  As of December 31, 2013, vestingVesting of outstanding performance shares is based upon both the Company’s EPS growth over the requisite service period and the achievement of the Company's share pricetotal shareholder return as compared to an index of similar equity securitiesthe Edison Electric Institute (EEI) Index during the requisite service period.  The fair value of performance shares is determined at the date of grant using a lattice model.


·

Stock Options - Stock options issued under the NSTAR Incentive Plan that werecurrently outstanding immediately prior to the completion of the merger with NSTAR converted intoare fully vested options to acquire NU common shares, as adjusted by the exchange ratio.  The fair value of these awards on the merger date was included in the purchase price as it represented consideration transferred in the merger.  Accordingly, no compensation expense was recorded for these stock options.  Additionally, no compensation expense was recorded for stock options issued under the NU Incentive Plan as these stock options were fully vested prior to January 1, 2006.



141



vested.  


·

ESPP Shares - For shares sold under the ESPP, no compensation expense was recorded as the ESPP qualifiesqualified as a non-compensatory plan. The ESPP ended as of February 1, 2016.


RSUs:  NUEversource granted RSUs under the annual Long-Termlong-term incentive programs that are subject to three-year graded vesting schedules for employees, and one-year graded vesting schedules, or immediate vesting, for board members.  RSUs are paid in shares, reduced by amounts sufficient to satisfy withholdings for income taxes, subsequent to vesting.  A summary of RSU transactions is as follows:


 

 

 

Weighted Average

 

 

 

Weighted Average

 

RSUs

 

Grant-Date

 

RSUs

 

Grant-Date

 

(Units)

 

Fair Value

 

(Units)

 

Fair Value

Outstanding as of January 1, 2011

 

 1,014,479 

 

$

 24.31 

Outstanding as of December 31, 2014

 

 1,380,747 

 

$

 35.67 

Granted

Granted

 

 208,533 

 

$

 33.87 

Granted

 

 266,230 

 

$

 54.57 

Shares issued

Shares issued

 

 (244,782)

 

$

 24.47 

Shares issued

 

 (888,495)

 

$

 33.94 

Forfeited

Forfeited

 

 (18,310)

 

$

 23.74 

Forfeited

 

 (29,174)

 

$

 46.68 

Outstanding as of December 31, 2011

 

 959,920 

 

$

 26.36 

Granted

 

 614,930 

 

$

 33.04 

Converted NSTAR Awards upon Merger

 

 617,394 

 

$

 36.79 

Converted from NU Performance Shares upon Merger

 

 451,358 

 

$

 34.32 

Shares issued

 

 (363,779)

 

$

 29.05 

Forfeited

 

 (96,504)

 

$

 34.97 

Outstanding as of December 31, 2012

 

 2,183,319 

 

$

 31.99 

Granted

 

 373,939 

 

$

 39.56 

Shares issued

 

 (891,129)

 

$

 32.15 

Forfeited

 

 (29,689)

 

$

 33.75 

Outstanding as of December 31, 2013

 

 1,636,440 

 

$

 33.61 

Outstanding as of December 31, 2015

 

 729,308 

 

$

 43.45 


The weighted average grant-date fair value of RSUs granted for the years ended December 31, 2015, 2014 and 2013 was $54.57, $42.27 and $39.56, respectively.  As of December 31, 20132015 and 2012,2014, the number and weighted average grant-date fair value of unvested RSUs was 1,162,216469,772 and $36.58$48.58 per share, and 1,417,6881,024,729 and $34.70$38.14 per share, respectively.  The number andDuring 2015, there were 784,376 RSUs at a weighted average grant-date fair value of RSUs vested during 2013 was 583,101 and $34.34$37.21 per share respectively.that vested and were either paid or deferred.  As of December 31, 2013, 474,2242015, 259,536 RSUs were fully vested and deferred and an additional 1,104,106446,283 are expected to vest.  


Performance Shares:  NUEversource granted performance shares under the annual Long-Term Incentivelong-term incentive programs that vestedvest based upon the extent to which the Company goals are achieved targets at the end of three-year performance measurement periods.  Performance shares are paid in shares, after the performance measurement period.  A summary of performance share transactions is as follows:


 

Performance

 

Weighted Average

 

Performance

 

Weighted Average

 

Shares

 

Grant-Date

 

Shares

 

Grant-Date

(Units)

 

Fair Value

(Units)

 

Fair Value

Outstanding as of January 1, 2011

 

 248,559 

 

$

 24.72 

Outstanding as of December 31, 2014

 

 375,644 

 

$

 42.20 

Granted

Granted

 

 244,870 

 

$

 33.76 

Granted

 

 172,543 

 

$

 55.04 

Shares issued

Shares issued

 

 - 

 

$

 - 

Shares issued

 

 (4,604)

 

$

 42.23 

Forfeited

Forfeited

 

 (10,296)

 

$

 30.47 

Forfeited

 

 (15,155)

 

$

 45.33 

Outstanding as of December 31, 2011

 

 483,133 

 

$

 29.18 

Granted

 

 225,935 

 

$

 35.09 

Converted to RSUs upon Merger

 

 (451,358)

 

$

 34.32 

Shares issued

 

 (106,773)

 

$

 24.52 

Forfeited

 

 - 

 

$

 - 

Outstanding as of December 31, 2012

 

 150,937 

 

$

 25.04 

Granted

 

 191,961 

 

$

 40.96 

Shares issued

 

 (150,944)

 

$

 25.04 

Forfeited

 

 (1,526)

 

$

 40.93 

Outstanding as of December 31, 2013

 

 190,428 

 

$

 40.96 

Outstanding as of December 31, 2015

 

 528,428 

 

$

 46.30 


Upon closingThe weighted average grant-date fair value of Performance Shares granted for the merger with NSTAR, 451,358 performance shares under the NU 2011years ended December 31, 2015, 2014 and 2012 Long-Term Incentive Programs converted to RSUs according to the terms of these programs.  The remaining performance shares were measured based upon a modified performance period through the date of the merger, in accordance with the terms of the NU 2010 Incentive Program,2013 was $55.04, $43.40 and were fully distributed in 2013.$40.96, respectively.  As of December 31, 2013,2015, all outstanding performance shares pertain to the NU 2013 Long-Term Incentive Program.  




142


are unvested.


The total compensation expense and associated future income tax benefitbenefits recognized by NU,Eversource, CL&P, NSTAR Electric, PSNH and WMECO for share-based compensation awards arewere as follows:


NU

 

For the Years Ended December 31,

Eversource

 

For the Years Ended December 31,

(Millions of Dollars)

(Millions of Dollars)

2013 

 

2012(1)

 

2011 

(Millions of Dollars)

2015 

 

2014 

 

2013 

Compensation Expense

Compensation Expense

$

 27.0 

 

$

 25.8 

 

$

 12.3 

Compensation Expense

$

 23.1 

 

$

 24.6 

 

$

 27.0 

Future Income Tax Benefit

Future Income Tax Benefit

 

 10.7 

 

 10.2 

 

 4.9 

Future Income Tax Benefit

 

 9.4 

 

 10.3 

 

 10.7 


 

 

For the Years Ended December 31,

 

 

2013 

 

2012 

 

2011 

(Millions of Dollars)

CL&P

 

NSTAR Electric

 

PSNH

 

WMECO

 

CL&P

 

NSTAR Electric

 

PSNH

 

WMECO

 

CL&P

 

NSTAR Electric

 

PSNH

 

WMECO

Compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expense

$

6.8 

 

$

7.5 

 

$

2.3 

 

$

1.3 

 

$

4.8 

 

$

7.4 

 

$

1.8 

 

$

1.0 

 

$

 7.1 

 

$

7.7 

 

$

 2.5 

 

$

 1.4 

Future Income Tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Benefit

 

2.7 

 

 

3.0 

 

 

0.9 

 

 

0.5 

��

 

1.9 

 

 

2.9 

 

 

0.7 

 

 

0.4 

 

 

 2.8 

 

 

3.0 

 

 

 1.0 

 

 

 0.6 

 

 

For the Years Ended December 31,

 

 

2015 

 

2014 

 

2013 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

(Millions of Dollars)

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

Compensation Expense

$

9.3 

 

$

5.8 

 

$

3.2 

 

$

1.7 

 

$

8.1 

 

$

7.4 

 

$

3.0 

 

$

1.3 

 

$

6.8 

 

$

7.5 

 

$

2.3 

 

$

1.3 

Future Income Tax Benefit

3.8 

 

 

2.4 

 

 

1.3 

 

 

0.7 

 

 

3.4 

 

 

3.1 

 

 

1.3 

 

 

0.5 

 

 

2.7 

 

 

3.0 

 

 

0.9 

 

 

0.5 


(1)

NSTAR amounts were included in NU beginning April 10, 2012.  119



As of December 31, 2013,2015, there was $19.5$14.9 million of total unrecognized compensation expense related to nonvested share-based awards for NU, $5.8Eversource, including $6.1 million for CL&P, $6.3$3.8 million for NSTAR Electric, $1.7$2.2 million for PSNH and $0.9$1.2 million for WMECO.  This cost is expected to be recognized ratably over a weighted-average period of 1.641.74 years for NU, 1.85Eversource, and 1.73 years for each CL&P, 1.47 years for NSTAR Electric, 1.79 years for PSNH and 1.80 years for WMECO.


For each of the years ended December 31, 2015 and 2014, changes in excess tax benefits totaling $9.5 million increased cash flows from financing activities.  For the year ended December 31, 2013, additionalchanges in excess tax benefits totaling $5.5 million decreased cash flows from financing activities.  For the years ended December 31, 2012 and 2011, additional tax benefits totaling $8.5 million and $1.3 million, respectively, increased cash flows from financing activities.


Stock Options: Stock options currently outstanding were granted under the NU and NSTAR Incentive Plans.  Options currently outstandingPlan, expire ten years from the date of grant and are fully vested.  The weighted average remaining contractual lives for the options outstanding as of December 31, 20132015 is 4.32.6 years.  A summary of stock option transactions is as follows:


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average

 

Intrinsic Value

 

 

 

Options

 

Exercise Price

 

(Millions)

Outstanding and Exercisable - January 1, 2011

 

 112,599 

 

$

 18.80 

 

 

 

Exercised

 

 (65,225)

 

$

 18.81 

 

$

 1.0 

Forfeited and Cancelled

 

 - 

 

$

 - 

 

 

 

Outstanding and Exercisable - December 31, 2011

 

 47,374 

 

$

 18.78 

 

 

 

Converted NSTAR Options upon Merger

 

 2,664,894 

 

$

 23.99 

 

 

 

Exercised

 

(1,166,511)

 

$

 22.53 

 

$

 18.7 

Forfeited and Cancelled

 

 - 

 

$

 - 

 

 

 

Outstanding and Exercisable - December 31, 2012

 

 1,545,757 

 

$

 24.92 

 

 

 

Exercised

 

(324,382)

 

$

 20.97 

 

$

 6.7 

Forfeited and Cancelled

 

 - 

 

$

 - 

 

 

 

Outstanding and Exercisable - December 31, 2013

 

 1,221,375 

 

$

 25.97 

 

$

 20.1 

 

 

 

 

 

Weighted Average

 

Intrinsic Value

 

 

 

Options

 

Exercise Price

 

(Millions)

Outstanding and Exercisable - December 31, 2014

 

 351,616 

 

$

 26.69 

 

$

 9.4 

Exercised

 

 (179,744)

 

$

 26.90 

 

$

 4.4 

Outstanding and Exercisable - December 31, 2015

 

 171,872 

 

$

 26.47 

 

$

 4.2 


Cash received for options exercised during the year ended December 31, 20132015 totaled $6.8$4.8 million.  The tax benefit realized from stock options exercised totaled $2.7$1.9 million for the year ended December 31, 2013.2015.  


Employee Share Purchase Plan:  NU maintainsEversource maintained an ESPP for eligible employees, which allowsallowed for NUEversource common shares to be purchased by employees at the end of successive six-month offering periods at 95 percent of the closing market price on the last day of each six-month period.  Employees arewere permitted to purchase shares having a value not exceeding 25 percent of their compensation as of the beginning of the offering period up to a limit of $25,000 per annum.specified limit.  The ESPP qualifiesqualified as a non-compensatory plan under accounting guidance for share-based payments, and no compensation expense iswas recorded for ESPP purchases.  


During 2013,2015, employees purchased 39,52633,715 shares at discounted prices of $38.69$52.80 and $42.19.$47.23.  Employees purchased 39,42240,779 shares in 20122014 at discounted prices of $33.01$41.61 and $37.89.$41.71.  As of December 31, 20132015 and 2012, 817,7542014, 743,260 and 857,280776,975 shares, respectively, remained available for future issuance under the ESPP.  The ESPP ended as of February 1, 2016.


An income tax rate of 40 percent is used to estimate the tax effect on total share-based payments determined under the fair value-based method for all awards.  The Company generally settles stock option exercises and fully vested RSUs and performance shares with either the issuance of new common shares or the issuance of common shares purchased in the open market.




D.

143



E.

Other Retirement Benefits

NUEversource provides benefits for retirement and other benefits for certain current and past company officers of NU, including CL&P, PSNH and WMECO.officers.  These benefits are accounted for on an accrual basis and expensed over a period equal to the service lives of the employees.  The actuarially-determined liability for these benefits, which is included in Other Long-Term Liabilities on the balance sheets, as well as the related expense included in Operations and Maintenance on the income statements, are as follows:


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NU

 

 

For the Years Ended December 31,

Eversource

As of and For the Years Ended December 31,

(Millions of Dollars)

(Millions of Dollars)

2013 

 

2012 

 

2011 

(Millions of Dollars)

2015 

 

2014 

 

2013 

Actuarially-Determined Liability

Actuarially-Determined Liability

$

51.3 

 

$

54.6 

 

$

52.8 

Actuarially-Determined Liability

$

55.2 

 

$

57.5 

 

$

51.3 

Other Retirement Benefits Expense

Other Retirement Benefits Expense

 

4.4 

 

4.7 

 

 4.7 

Other Retirement Benefits Expense

 

3.9 

 

4.5 

 

4.4 


 

 

For the Years Ended December 31,

 

As of and For the Years Ended December 31,

 

 

2013 

 

2012 

 

2011 

 

2015 

 

2014 

 

2013 

(Millions of Dollars)

(Millions of Dollars)

CL&P

 

PSNH

 

WMECO

 

CL&P

 

PSNH

 

WMECO

 

CL&P

 

PSNH

 

WMECO

(Millions of Dollars)

CL&P

 

NSTAR Electric

 

PSNH

 

WMECO

 

CL&P

 

NSTAR Electric

 

PSNH

 

WMECO

 

CL&P

 

PSNH

 

WMECO

Actuarially-Determined Liability

Actuarially-Determined Liability

$

0.4 

 

$

2.3 

 

$

0.1 

 

$

0.4 

 

$

2.5 

 

$

0.2 

 

$

1.2 

 

$

2.5 

 

$

0.2 

Actuarially-Determined Liability

$

0.4 

 

$

 -   

 

$

2.4 

 

$

0.2 

 

$

0.4 

 

$

 -   

 

$

2.6 

 

$

0.2 

 

$

0.4 

 

$

2.3 

 

$

0.1 

Other Retirement Benefits Expense

Other Retirement Benefits Expense

 

2.5 

 

 

1.0 

 

 

0.5 

 

 

2.6 

 

 

1.0 

 

 

0.5 

 

 

2.6 

 

 

1.0 

 

 

0.5 

Other Retirement Benefits Expense

 

1.5 

 

 

1.0 

 

 

0.7 

 

 

0.3 

 

 

2.1 

 

 

0.3 

 

 

0.9 

 

 

0.4 

 

 

2.5 

 

 

1.0 

 

 

0.5 


11.

120



10.

INCOME TAXES


The tax effect of temporary differences is accounted for in accordance with the rate-making treatment of the applicable regulatory commissions and relevant accounting authoritative literature.  The components of income tax expense are as follows:


NU

For the Years Ended December 31,

Eversource

For the Years Ended December 31,

(Millions of Dollars)

2013 

 

2012(1)

 

2011 

2015 

 

2014 

 

2013 

Current Income Taxes:

 

 

 

 

 

 

 

 

 

 

 

 

Federal

$

8.8 

 

$

(30.9)

 

$

3.0 

$

6.2 

 

$

4.4 

 

$

8.8 

State

 

(9.4)

 

 

17.6 

 

 

(26.0)

 

45.7 

 

 

24.5 

 

 

(9.4)

Total Current

 

(0.6)

 

 

(13.3)

 

 

(23.0)

 

51.9 

 

 

28.9 

 

 

(0.6)

Deferred Income Taxes, Net:

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

386.2 

 

291.3 

 

187.7 

 

436.1 

 

406.8 

 

386.2 

State

 

45.4 

 

 

0.8 

 

 

9.1 

 

55.6 

 

 

36.5 

 

 

45.4 

Total Deferred

 

431.6 

 

292.1 

 

196.8 

 

491.7 

 

443.3 

 

431.6 

Investment Tax Credits, Net

 

(4.1)

 

 

(3.9)

 

 

(2.8)

 

(3.6)

 

 

(3.9)

 

 

(4.1)

Income Tax Expense

$

426.9 

 

$

274.9 

 

$

171.0 

$

540.0 

 

$

468.3 

 

$

426.9 


 

For the Years Ended December 31, 

 

For the Years Ended December 31,

 

2013 

 

2012 

 

2011 

 

2015 

 

2014 

 

2013 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

NSTAR

 

 

 

 

(Millions of Dollars)

(Millions of Dollars)

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

(Millions of Dollars)

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

Current Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxes: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Income Taxes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal 

$

20.1 

 

$

95.8 

 

$

(8.2)

 

$

(53.4)

 

$

(47.8)

 

$

93.5 

 

$

(0.9)

 

$

(24.7)

 

$

 13.9 

 

$

64.9 

 

$

 (25.8)

 

$

 0.1 

Federal

$

 26.9 

 

$

 36.3 

 

$

 (16.7)

 

$

 (3.5)

 

$

 (0.2)

 

$

 75.0 

 

$

 (22.6)

 

$

 1.9 

 

$

 20.1 

 

$

 95.8 

 

$

 (8.2)

 

$

 (53.4)

State 

 

(6.7)

 

 

29.6 

 

 

3.6 

 

 

4.2 

 

 

3.1 

 

 

27.6 

 

 

3.4 

 

 

3.4 

 

 

 (34.4)

 

 

30.2 

 

 

 0.1 

 

 

 0.3 

State

 

 15.8 

 

 

 19.8 

 

 

 6.0 

 

 

 1.6 

 

 

 4.3 

 

 

 20.2 

 

 

 (0.1)

 

 

 1.8 

 

 

 (6.7)

 

 

 29.6 

 

 

 3.6 

 

 

 4.2 

Total Current

Total Current

 

13.4 

 

 

125.4 

 

 

(4.6)

 

 

(49.2)

 

 

(44.7)

 

 

121.1 

 

 

2.5 

 

 

(21.3)

 

 

 (20.5)

 

 

 95.1 

 

 

 (25.7)

 

 

 0.4 

Total Current

 

 42.7 

 

 

 56.1 

 

 

 (10.7)

 

 

 (1.9)

 

 

 4.1 

 

 

 95.2 

 

 

 (22.7)

 

 

 3.7 

 

 

 13.4 

 

 

 125.4 

 

 

 (4.6)

 

 

 (49.2)

Deferred Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxes, Net: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred Income
Taxes, Net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal 

 

114.9 

 

49.8 

 

64.5 

 

84.7 

 

141.5 

 

11.4 

 

46.5 

 

51.2 

 

 106.4 

 

74.8 

 

 67.7 

 

 22.1 

Federal

 

 135.8 

 

 

 147.5 

 

 

 74.5 

 

 

 33.4 

 

 

 138.0 

 

 

 88.0 

 

 

 79.6 

 

 

 28.1 

 

 

 114.9 

 

 

 49.8 

 

 

 64.5 

 

 

 84.7 

State 

 

15.1 

 

 

(1.0)

 

 

11.2 

 

 

2.3 

 

 

(0.5)

 

 

(7.1)

 

 

12.0 

 

 

2.7 

 

 

 6.2 

 

 

(2.8)

 

 

 7.9 

 

 

 1.0 

State

 

 0.2 

 

 

 25.7 

 

 

 9.3 

 

 

 6.0 

 

 

 (7.1)

 

 

 20.1 

 

 

 15.2 

 

 

 6.0 

 

 

 15.1 

 

 

 (1.0)

 

 

 11.2 

 

 

 2.3 

Total Deferred

Total Deferred

 

130.0 

 

48.8 

 

75.7 

 

87.0 

 

141.0 

 

4.3 

 

58.5 

 

53.9 

 

 112.6 

 

 72.0 

 

 75.6 

 

 23.1 

Total Deferred

 

 136.0 

 

 

 173.2 

 

 

 83.8 

 

 

 39.4 

 

 

 130.9 

 

 

 108.1 

 

 

 94.8 

 

 

 34.1 

 

 

 130.0 

 

 

 48.8 

 

 

 75.7 

 

 

 87.0 

Investment Tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Credits, Net 

 

(1.7)

 

 

(1.3)

 

 

 

 

(0.4)

 

 

(1.9)

 

 

(1.4)

 

 

 

 

(0.5)

 

 

 (2.1)

 

 

(1.4)

 

 

 - 

 

 

 (0.3)

Investment Tax
Credits, Net

 

 (1.3)

 

 

 (1.3)

 

 

 -  

 

 

 (0.5)

 

 

 (1.5)

 

 

 (1.3)

 

 

 -  

 

 

 (0.5)

 

 

 (1.7)

 

 

 (1.3)

 

 

 -  

 

 

 (0.4)

Income Tax Expense

Income Tax Expense

$

141.7 

 

$

172.9 

 

$

71.1 

 

$

37.4 

 

$

94.4 

 

$

124.0 

 

$

61.0 

 

$

32.1 

 

$

 90.0 

 

$

165.7 

 

$

 49.9 

 

$

 23.2 

Income Tax Expense

$

 177.4 

 

$

 228.0 

 

$

 73.1 

 

$

 37.0 

 

$

 133.5 

 

$

 202.0 

 

$

 72.1 

 

$

 37.3 

 

$

 141.7 

 

$

 172.9 

 

$

 71.1 

 

$

 37.4 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) NSTAR amounts were included in NU beginning April 10, 2012.


A reconciliation between income tax expense and the expected tax expense at the statutory rate is as follows:

A reconciliation between income tax expense and the expected tax expense at the statutory rate is as follows:

A reconciliation between income tax expense and the expected tax expense at the statutory rate is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NU

For the Years Ended December 31,

 

Eversource

For the Years Ended December 31,

 

(Millions of Dollars, except percentages)

(Millions of Dollars, except percentages)

2013 

 

 

2012(1)

 

2011 

 

(Millions of Dollars, except percentages)

2015 

 

 

2014 

 

2013 

 

Income Before Income Tax Expense

Income Before Income Tax Expense

$

1,220.6 

 

$

808.0 

 

$

 571.5 

 

Income Before Income Tax Expense

$

 1,425.9 

 

$

 1,295.4 

 

$

 1,220.6 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statutory Federal Income Tax Expense at 35%

Statutory Federal Income Tax Expense at 35%

 

427.2 

 

282.8 

 

200.0 

 

Statutory Federal Income Tax Expense at 35%

 

 499.1 

 

 453.4 

 

 427.2 

 

Tax Effect of Differences:

Tax Effect of Differences:

 

 

 

 

 

 

 

Tax Effect of Differences:

 

 

 

 

 

 

 

Depreciation

 

(7.4)

 

(10.8)

 

 (14.2)

 

Depreciation

 

 (4.6)

 

 (5.6)

 

 (7.4)

 

Investment Tax Credit Amortization

 

(4.1)

 

(3.9)

 

 (2.8)

 

Investment Tax Credit Amortization

 

 (3.6)

 

 (3.9)

 

 (4.1)

 

Other Federal Tax Credits

 

(3.7)

 

(3.8)

 

 (3.5)

 

Other Federal Tax Credits

 

 (3.8)

 

 (3.5)

 

 (3.7)

 

State Income Taxes, Net of Federal Impact

 

27.6 

 

4.4 

 

 22.1 

 

State Income Taxes, Net of Federal Impact

 

 61.1 

 

 42.5 

 

 27.6 

 

ESOP

 

(8.0)

 

(6.4)

 

 (2.2)

 

Dividends on ESOP

 

 (8.1)

 

 (8.0)

 

 (8.0)

 

Tax Asset Valuation Allowance/Reserve Adjustments

 

(4.3)

 

7.6 

 

 (33.1)

 

Tax Asset Valuation Allowance/Reserve Adjustments

 

 4.7 

 

 (2.9)

 

 (4.3)

 

Other, Net

 

(0.4)

 

 

5.0 

 

 

 4.7 

 

Other, Net

 

 (4.8)

 

 

 (3.7)

 

 

 (0.4)

 

Income Tax Expense

Income Tax Expense

$

426.9 

 

$

274.9 

 

$

 171.0 

 

Income Tax Expense

$

 540.0 

 

$

 468.3 

 

$

 426.9 

 

Effective Tax Rate

Effective Tax Rate

 

35.0%

 

 

34.0%

 

 

29.9%

 

Effective Tax Rate

 

37.9%

 

 

36.2%

 

 

35.0%

 


 

 

For the Years Ended December 31,

 

 

2015 

 

2014 

 

2013 

(Millions of Dollars,

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

except percentages)

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

Income Before Income
   Tax Expense

$

 476.8 

 

$

 572.6 

 

$

 187.5 

 

$

 93.5 

 

$

 421.2 

 

$

 505.1 

 

$

 186.1 

 

$

 95.1 

 

$

 421.1 

 

$

 441.4 

 

$

 182.5 

 

$

 97.8 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statutory Federal Income
   Tax Expense at 35%

 

 166.9 

 

 

 200.4 

 

 

 65.6 

 

 

 32.7 

 

 

 147.4 

 

 

 176.8 

 

 

 65.1 

 

 

 33.3 

 

 

 147.4 

 

 

 154.5 

 

 

 63.9 

 

 

 34.2 

Tax Effect of Differences:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 (1.7)

 

 

 (1.4)

 

 

 0.5 

 

 

 (0.3)

 

 

 (3.6)

 

 

 (1.3)

 

 

 0.3 

 

 

 (0.2)

 

 

 (7.0)

 

 

 0.1 

 

 

 0.6 

 

 

 -  

 

Investment Tax Credit
  Amortization

 

 (1.3)

 

 

 (1.3)

 

 

 -  

 

 

 (0.5)

 

 

 (1.5)

 

 

 (1.3)

 

 

 -  

 

 

 (0.5)

 

 

 (1.7)

 

 

 (1.3)

 

 

 -  

 

 

 (0.4)

 

Other Federal Tax Credits

 

 -  

 

 

 -  

 

 

 (3.8)

 

 

 -  

 

 

 -  

 

 

 -  

 

 

 (3.5)

 

 

 -  

 

 

 -  

 

 

 -  

 

 

 (3.7)

 

 

 -  

 

State Income Taxes,

  Net of Federal Impact

 

 9.2 

 

 

 29.6 

 

 

 9.9 

 

 

 4.9 

 

 

 4.4 

 

 

 26.2 

 

 

 9.8 

 

 

 5.0 

 

 

 5.0 

 

 

 18.6 

 

 

 9.6 

 

 

 4.2 

 

Tax Asset Valuation
  Allowance/Reserve
 Adjustments

 1.2 

 

 

 -  

 

 

 -  

 

 

 -  

 

 

 (6.3)

 

 

 -  

 

 

 -  

 

 

 -  

 

 

 0.4 

 

 

 -  

 

 

 -  

 

 

 -  

 

Other, Net

 

 3.1 

 

 

 0.7 

 

 

 0.9 

 

 

 0.2 

 

 

 (6.9)

 

 

 1.6 

 

 

 0.4 

 

 

 (0.3)

 

 

 (2.4)

 

 

 1.0 

 

 

 0.7 

 

 

 (0.6)

Income Tax Expense

$

 177.4 

 

$

 228.0 

 

$

 73.1 

 

$

 37.0 

 

$

 133.5 

 

$

 202.0 

 

$

 72.1 

 

$

 37.3 

 

$

 141.7 

 

$

 172.9 

 

$

 71.1 

 

$

 37.4 

Effective Tax Rate

 

37.2%

 

 

39.8%

 

 

39.0%

 

 

39.6%

 

 

31.7%

 

 

40.0%

 

 

38.7%

 

 

39.2%

 

 

33.6%

 

 

39.2%

 

 

39.0%

 

 

38.2%




144121







 

 

For the Years Ended December 31, 

 

 

2013 

 

2012 

 

2011 

(Millions of Dollars, 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

except percentages)

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

Income Before Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax Expense

$

421.1 

 

$

441.4 

 

$

182.5 

 

$

97.8 

 

$

304.2 

 

$

314.2 

 

$

157.9 

 

$

86.6 

 

$

340.2 

 

$

418.2 

 

$

150.2 

 

$

66.2 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statutory Federal Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax Expense at 35%

 

147.4 

 

 

154.5 

 

 

63.9 

 

 

34.2 

 

 

106.5 

 

 

110.0 

 

 

55.3 

 

 

30.3 

 

 

119.1 

 

 

146.4 

 

 

52.6 

 

 

23.2 

Tax Effect of Differences:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

(7.0)

 

 

0.1 

 

 

0.6 

 

 

 

 

(9.0)

 

 

 

 

(0.3)

 

 

0.2 

 

 

(8.1)

 

 

 

 

(4.4)

 

 

0.1 

 

Investment Tax Credit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Amortization

 

(1.7)

 

 

(1.3)

 

 

 

 

(0.4)

 

 

(1.9)

 

 

(1.4)

 

 

 

 

(0.5)

 

 

(2.1)

 

 

(1.4)

 

 

 - 

 

 

(0.3)

 

Other Federal Tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Credits

 

 

 

 

 

(3.7)

 

 

 

 

 

 

 

 

(3.8)

 

 

 

 

(0.1)

 

 

 

 

(3.4)

 

 

 

State Income Taxes,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Net of Federal Impact

 

5.0 

 

 

18.6 

 

 

9.6 

 

 

4.2 

 

 

0.1 

 

 

13.4 

 

 

10.0 

 

 

4.0 

 

 

4.0 

 

 

17.9 

 

 

5.2 

 

 

0.9 

 

Tax Asset Valuation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Allowance/Reserve

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Adjustments

 

0.4 

 

 

 

 

 

 

 

 

1.6 

 

 

 

 

 

 

 

 

(22.3)

 

 

 

 

 - 

 

 

 - 

 

Regulatory Decision Non-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Plant Flow Through

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1.3)

 

 

 

 

 

 

 - 

 

 

 - 

 

Other, Net

 

(2.4)

 

 

1.0 

 

 

0.7 

 

 

(0.6)

 

 

(2.9)

 

 

2.0 

 

 

(0.2)

 

 

(0.6)

 

 

(0.5)

 

 

2.8 

 

 

(0.1)

 

 

(0.7)

Income Tax Expense

$

141.7 

 

$

172.9 

 

$

71.1 

 

$

37.4 

 

$

94.4 

 

$

124.0 

 

$

61.0 

 

$

32.1 

 

$

90.0 

 

$

165.7 

 

$

49.9 

 

$

23.2 

Effective Tax Rate

 

33.6%

 

 

39.2%

 

 

39.0%

 

 

38.2%

 

 

31.0%

 

 

39.5%

 

 

38.6%

 

 

37.1%

 

 

26.5%

 

 

39.6%

 

 

33.2%

 

 

35.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)NSTAR amounts were included in NU beginning April 10, 2012.


NU,Eversource, CL&P, NSTAR Electric, PSNH and WMECO file a consolidated federal income tax return and unitary, combined and separate state income tax returns.  These entities are also parties to a tax allocation agreement under which taxable subsidiaries do not pay any more taxes than they would have otherwise paid had they filed a separate company tax return, and subsidiaries generating tax losses, if any, are paid for their losses when utilized.


Deferred tax assets and liabilities are recognized for the future tax effects of temporary differences between the carrying amounts and the tax basis of assets and liabilities.  The tax effect of temporary differences is accounted for in accordance with the rate-making treatment of the applicable regulatory commissions and relevant accounting authoritative literature.  The tax effects of temporary differences that give rise to the net accumulated deferred income tax obligations are as follows:


NU

As of December 31,

Eversource

As of December 31,

(Millions of Dollars)

(Millions of Dollars)

2013 

 

2012 

(Millions of Dollars)

2015 

 

2014 

Deferred Tax Assets:

Deferred Tax Assets:

 

 

 

 

Deferred Tax Assets:

 

 

 

 

Employee Benefits

$

435.2 

 

$

811.4 

Employee Benefits

$

 637.5 

 

$

 632.2 

Derivative Liabilities and Change in Fair Value of Energy Contracts

 

272.9 

 

380.6 

Derivative Liabilities

 

 172.7 

 

 199.6 

Regulatory Deferrals

 

272.7 

 

257.9 

Regulatory Deferrals - Liabilities

 

 243.5 

 

 366.7 

Allowance for Uncollectible Accounts

 

65.0 

 

64.2 

Allowance for Uncollectible Accounts

 

 60.5 

 

 60.5 

Tax Effect - Tax Regulatory Assets

 

16.2 

 

17.2 

Tax Effect - Tax Regulatory Liabilities

 

 9.7 

 

 10.0 

Federal Net Operating Loss Carryforwards

 

158.0 

 

214.6 

Federal Net Operating Loss Carryforwards

 

 5.4 

 

 59.1 

Purchase Accounting Adjustment

 

132.8 

 

146.4 

Purchase Accounting Adjustment

 

 119.3 

 

 126.2 

Other

 

230.6 

 

 

242.4 

Other

 

 197.1 

 

 

 198.7 

Total Deferred Tax Assets

Total Deferred Tax Assets

 

 1,583.4 

 

 2,134.7 

Total Deferred Tax Assets

 

 1,445.7 

 

 1,653.0 

Less:  Valuation Allowance

 

24.3 

 

 

4.2 

Less:  Valuation Allowance

 

 3.7 

 

 

 5.1 

Net Deferred Tax Assets

Net Deferred Tax Assets

$

1,559.1 

 

$

2,130.5 

Net Deferred Tax Assets

$

 1,442.0 

 

$

 1,647.9 

Deferred Tax Liabilities:

Deferred Tax Liabilities:

 

 

 

 

Deferred Tax Liabilities:

 

 

 

 

Accelerated Depreciation and Other Plant-Related Differences

$

3,806.5 

 

$

3,468.8 

Accelerated Depreciation and Other Plant-Related Differences

$

 4,602.6 

 

$

 4,215.9 

Property Tax Accruals

 

95.1 

 

89.6 

Property Tax Accruals

 

 76.7 

 

 109.6 

Regulatory Amounts:

 

 

 

 

Regulatory Amounts:

 

 

 

 

 

Other Regulatory Deferrals

 

1,146.7 

 

1,561.1 

 

Regulatory Deferrals - Assets

 

 1,289.1 

 

 1,277.9 

 

Tax Effect - Tax Regulatory Assets

 

248.2 

 

217.2 

 

Tax Effect - Tax Regulatory Assets

 

 249.3 

 

 240.2 

 

Goodwill Regulatory Asset - 1999 Merger

 

211.5 

 

210.9 

 

Goodwill Regulatory Asset - 1999 Merger

 

 194.9 

 

 203.2 

 

Derivative Assets

 

30.1 

 

36.2 

 

Derivative Assets

 

 17.7 

 

 32.6 

 

Securitized Contract Termination Costs

 

0.3 

 

16.6 

 

Other

 

 159.4 

 

 

 196.3 

 

Other

 

156.8 

 

 

136.1 

Total Deferred Tax Liabilities

Total Deferred Tax Liabilities

$

5,695.2 

 

$

5,736.5 

Total Deferred Tax Liabilities

$

 6,589.7 

 

$

 6,275.7 


 

 

 

As of December 31,

 

 

 

2015 

 

2014 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

(Millions of Dollars)

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

Deferred Tax Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee Benefits

$

 126.1 

 

$

 91.3 

 

$

 37.1 

 

$

 10.0 

 

$

 129.0 

 

$

 39.9 

 

$

 46.8 

 

$

 9.2 

 

Derivative Liabilities

 

 165.7 

 

 

 0.6 

 

 

 -  

 

 

 -  

 

 

 193.0 

 

 

 1.8 

 

 

 -  

 

 

 -  

 

Regulatory Deferrals - Liabilities

 

 36.0 

 

 

 109.4 

 

 

 42.1 

 

 

 6.1 

 

 

 73.9 

 

 

 181.3 

 

 

 46.5 

 

 

 11.4 

 

Allowance for Uncollectible Accounts

 

 30.4 

 

 

 8.5 

 

 

 3.6 

 

 

 4.5 

 

 

 32.3 

 

 

 13.8 

 

 

 3.2 

 

 

 3.8 

 

Tax Effect - Tax Regulatory Liabilities

 

 3.1 

 

 

 1.5 

 

 

 2.3 

 

 

 2.4 

 

 

 3.1 

 

 

 1.8 

 

 

 2.1 

 

 

 2.5 

 

Federal Net Operating Loss Carryforwards

 

 -  

 

 

 -  

 

 

 2.4 

 

 

 0.4 

 

 

 -  

 

 

 -  

 

 

 32.1 

 

 

 4.5 

 

Other

 

 55.5 

 

 

 3.4 

 

 

 61.1 

 

 

 5.0 

 

 

 53.8 

 

 

 19.9 

 

 

 48.9 

 

 

 4.9 

Total Deferred Tax Assets

 

 416.8 

 

 

 214.7 

 

 

 148.6 

 

 

 28.4 

 

 

 485.1 

 

 

 258.5 

 

 

 179.6 

 

 

 36.3 

 

Less:  Valuation Allowance

 

 3.1 

 

 

 -  

 

 

 -  

 

 

 -  

 

 

 4.0 

 

 

 -  

 

 

 -  

 

 

 -  

Net Deferred Tax Assets

$

 413.7 

 

$

 214.7 

 

$

 148.6 

 

$

 28.4 

 

$

 481.1 

 

$

 258.5 

 

$

 179.6 

 

$

 36.3 

Deferred Tax Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accelerated Depreciation and Other
  Plant-Related Differences

$

 1,545.6 

 

$

 1,387.1 

 

$

 655.3 

 

$

 416.1 

 

$

 1,378.6 

 

$

 1,296.9 

 

$

 596.6 

 

$

 385.8 

 

Property Tax Accruals

 

 27.3 

 

 

 22.8 

 

 

 7.3 

 

 

 10.6 

 

 

 58.1 

 

 

 25.0 

 

 

 7.4 

 

 

 12.8 

 

Regulatory Amounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regulatory Deferrals - Assets

 

 456.8 

 

 

 339.7 

 

 

 137.9 

 

 

 60.5 

 

 

 502.3 

 

 

 276.0 

 

 

 147.6 

 

 

 60.4 

 

 

Tax Effect - Tax Regulatory Assets

 

 168.7 

 

 

 36.0 

 

 

 15.4 

 

 

 9.0 

 

 

 166.9 

 

 

 35.5 

 

 

 15.9 

 

 

 9.3 

 

 

Goodwill Regulatory Asset - 1999 Merger

 -  

 

 

 167.4 

 

 

 -  

 

 

 -  

 

 

 -  

 

 

 174.4 

 

 

 -  

 

 

 -  

 

 

Derivative Assets

 

 17.7 

 

 

 -  

 

 

 -  

 

 

 -  

 

 

 32.6 

 

 

 -  

 

 

 -  

 

 

 -  

 

 

Other

 

 18.5 

 

 

 22.0 

 

 

 38.6 

 

 

 2.7 

 

 

 19.4 

 

 

 33.5 

 

 

 35.6 

 

 

 2.8 

Total Deferred Tax Liabilities

$

 2,234.6 

 

$

 1,975.0 

 

$

 854.5 

 

$

 498.9 

 

$

 2,157.9 

 

$

 1,841.3 

 

$

 803.1 

 

$

 471.1 




145122







 

 

 

As of December 31,

 

 

 

2013 

 

2012 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

(Millions of Dollars)

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

Deferred Tax Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee Benefits

$

56.0 

 

$

38.3 

 

$

15.5 

 

$

(1.8)

 

$

141.2 

 

$

116.3 

 

$

64.8 

 

$

16.3 

 

Derivative Liabilities and Change in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value of Energy Contracts

 

272.4 

 

 

3.3 

 

 

 

 

(2.9)

 

 

375.9 

 

 

5.8 

 

 

 - 

 

 

(1.7)

 

Regulatory Deferrals

 

61.5 

 

 

114.7 

 

 

40.9 

 

 

1.0 

 

 

35.5 

 

 

123.6 

 

 

43.9 

 

 

6.3 

 

Allowance for Uncollectible Accounts

 

31.2 

 

 

15.4 

 

 

3.1 

 

 

3.3 

 

 

30.4 

 

 

16.2 

 

 

2.9 

 

 

3.2 

 

Tax Effect - Tax Regulatory Assets

 

4.7 

 

 

5.4 

 

 

2.1 

 

 

1.6 

 

 

5.2 

 

 

6.0 

 

 

1.7 

 

 

1.7 

 

Federal Net Operating Loss Carryforwards

 

51.0 

 

 

 

 

56.6 

 

 

18.6 

 

 

82.0 

 

 

 - 

 

 

71.4 

 

 

15.1 

 

Other

 

75.3 

 

 

31.3 

 

 

40.3 

 

 

8.3 

 

 

82.8 

 

 

26.0 

 

 

33.7 

 

 

8.0 

Total Deferred Tax Assets

 

552.1 

 

 

208.4 

 

 

158.5 

 

 

28.1 

 

 

753.0 

 

 

293.9 

 

 

218.4 

 

$

48.9 

 

Less:  Valuation Allowance

 

23.1 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Deferred Tax Assets

$

529.0 

 

$

208.4 

 

$

158.5 

 

$

28.1 

 

$

753.0 

 

$

293.9 

 

$

218.4 

 

$

48.9 

Deferred Tax Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accelerated Depreciation and Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Plant-Related Differences

$

1,238.1 

 

$

1,179.4 

 

$

526.6 

 

$

361.1 

 

$

1,194.7 

 

$

1,079.3 

 

$

476.5 

 

$

261.3 

 

Property Tax Accruals

 

49.3 

 

 

25.3 

 

 

7.1 

 

 

5.9 

 

 

44.4 

 

 

23.1 

 

 

6.8 

 

 

5.1 

 

Regulatory Amounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Regulatory Deferrals

 

550.4 

 

 

276.2 

 

 

109.3 

 

 

49.3 

 

 

677.7 

 

 

379.6 

 

 

149.3 

 

 

74.5 

 

 

Tax Effect - Tax Regulatory Assets

 

160.1 

 

 

36.0 

 

 

16.3 

 

 

18.2 

 

 

151.8 

 

 

20.9 

 

 

15.8 

 

 

13.9 

 

 

Goodwill Regulatory Asset - 1999 Merger

 - 

 

 

181.6 

 

 

 - 

 

 

 - 

 

 

 - 

 

 

181.0 

 

 

 - 

 

 

 - 

 

 

Derivative Assets

 

29.0 

 

 

 0.5 

 

 

 - 

 

 

 - 

 

 

36.2 

 

 

 - 

 

 

 - 

 

 

 - 

 

 

Securitized Contract Termination Costs

 

 - 

 

 

 

 

 

 

0.3 

 

 

 - 

 

 

5.5 

 

 

7.9 

 

 

3.3 

 

 

Other

 

20.6 

 

 

26.4 

 

 

28.0 

 

 

3.3 

 

 

10.1 

 

 

30.2 

 

 

14.1 

 

 

2.3 

Total Deferred Tax Liabilities

$

2,047.5 

 

$

1,725.4 

 

$

687.3 

 

$

438.1 

 

$

2,114.9 

 

$

1,719.6 

 

$

670.4 

 

$

360.4 

Carryforwards:  The following tables provide the amounts and expiration dates of state tax credit and loss carryforwards and federal tax credit and net operating loss carryforwards:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2015

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

(Millions of Dollars)

Eversource

 

CL&P

 

Electric

 

PSNH

 

WMECO

 

Expiration Range

 

Federal Net Operating Loss

$

 15.5 

 

$

 -  

 

$

 -  

 

$

 7.0 

 

$

 1.0 

 

2032

 

Federal Tax Credit

 

 26.1 

 

 

 0.1 

 

 

 0.2 

 

 

 15.0 

 

 

 -  

 

2031 - 2035

 

Federal Charitable Contribution

 

 14.9 

 

 

 -  

 

 

 -  

 

 

 -  

 

 

 -  

 

2016 - 2018

 

State Tax Credit

 

 101.2 

 

 

 73.8 

 

 

 -  

 

 

 -  

 

 

 -  

 

2015 - 2020

 

State Charitable Contribution

 

 3.0 

 

 

 -  

 

 

 -  

 

 

 -  

 

 

 -  

 

2015 - 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2014

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

(Millions of Dollars)

Eversource

 

CL&P

 

Electric

 

PSNH

 

WMECO

 

Expiration Range

 

Federal Net Operating Loss

$

 168.8 

 

$

 -  

 

$

 -  

 

$

 91.8 

 

$

 12.7 

 

2031 - 2032

 

Federal Tax Credit

 

 16.3 

 

 

 0.1 

 

 

 0.2 

 

 

 11.1 

 

 

 -  

 

2031 - 2034

 

Federal Charitable Contribution

 

 19.4 

 

 

 -  

 

 

 -  

 

 

 -  

 

 

 -  

 

2016 - 2018

 

State Tax Credit

 

 99.7 

 

 

 71.0 

 

 

 -  

 

 

 -  

 

 

 -  

 

2014 - 2019

 

State Loss Carryforwards

 

 40.6 

 

 

 -  

 

 

 -  

 

 

 -  

 

 

 -  

 

2014 - 2034

 

State Charitable Contribution

 

 2.1 

 

 

 -  

 

 

 -  

 

 

 -  

 

 

 -  

 

2015 - 2018

 


Carryforwards:  The following tables provide the amounts and expiration dates of state tax credit and loss carryforwards and federal tax credit and net operating loss carryforwards:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2013

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

Year

 

(Millions of Dollars)

NU

 

CL&P

 

Electric

 

PSNH

 

WMECO

 

Expiration Begins

 

Federal Net Operating Loss

$

451.3 

 

$

145.8 

 

$

 

$

161.8 

 

$

53.3 

 

2031 

 

Federal Tax Credit

 

8.0 

 

 

 

 

 

 

7.6 

 

 

 

2031 

 

State Tax Credit

 

104.7 

 

 

86.8 

 

 

 

 

 

 

 

2013 

 

State Loss Carryforwards

 

12.1 

 

 

 

 

 

 

 

 

 

2013 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2012

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

Year

 

(Millions of Dollars)

NU

 

CL&P

 

Electric

 

PSNH

 

WMECO

 

Expiration Begins

 

Federal Net Operating Loss

$

606.9 

 

$

234.3 

 

$

 

$

204.0 

 

$

43.3 

 

2031 

 

Federal Tax Credit

 

3.8 

 

 

 

 

 

 

3.8 

 

 

 

2031 

 

State Tax Credit

 

110.2 

 

 

75.2 

 

 

 

 

 

 

 

2013 

 

State Loss Carryforwards

 

74.9 

 

 

 

 

 

 

 

 

 

2013 

 

In 2015, the Company decreased its valuation allowance reserve for state credits and state loss carryforwards by $1.3 million (CL&P $0.9 million), net of tax, to reflect an update for expired state tax credits and loss carryforwards.


In 2014, the Company recorded a reduction to its state credit carryforwards of $11 million (CL&P $10.1 million), net of tax, as a result of an update to reflect the amounts expired.  Further, the Company decreased its valuation allowance reserve for state credits by $19.2 million at CL&P, net of tax, to reflect an update for expired state credits and latest estimate of usage.


For 2013,2015 and 2014, state credit and state loss carryforwards have been partially reserved by a valuation allowance of $23.7$3.1 million and $4.4 million (net of federal income tax).  For 2012, the state loss carryforwards had been partially reserved by a valuation allowance of $0.3 million (net of federal income tax)., respectively.  


Unrecognized Tax Benefits:  A reconciliation of the activity in unrecognized tax benefits, all of which would impact the effective tax rate if recognized, is as follows:


(Millions of Dollars)

NU

 

CL&P

Balance as of January 1, 2011

$

 101.2 

 

$

 80.8 

 

Gross Increases - Current Year

 

 8.0 

 

 

 1.4 

 

Gross Decreases - Prior Year

 

 (35.7)

 

 

 (35.7)

Balance as of December 31, 2011

 

 73.5 

 

 

 46.5 

 

Gross Increases - Current Year

 

10.3 

 

 

2.5 

 

Gross Increases - Prior Year

 

0.1 

 

 

 - 

 

Gross Decreases - Prior Year

 

(0.8)

 

 

 - 

Balance as of December 31, 2012

 

83.1 

 

 

49.0 

 

Gross Increases - Current Year

 

 8.2 

 

 

 2.1 

 

Gross Decreases - Prior Year

 

 (1.1)

 

 

 (0.3)

 

Settlements

 

 (49.8)

 

 

 (39.4)

 

Lapse of Statute of Limitations

 

 (2.2)

 

 

 - 

Balance as of December 31, 2013

$

38.2 

 

$

11.4 

(Millions of Dollars)

Eversource

 

CL&P

Balance as of January 1, 2013

$

 83.1 

 

$

 49.0 

 

Gross Increases - Current Year

 

 8.2 

 

 

 2.1 

 

Gross Decreases - Prior Year

 

 (1.1)

 

 

 (0.3)

 

Settlements

 

 (49.8)

 

 

 (39.4)

 

Lapse of Statute of Limitations

 

 (2.2)

 

 

 -   

Balance as of December 31, 2013

 

 38.2 

 

 

 11.4 

 

Gross Increases - Current Year

 

 9.3 

 

 

 2.7 

 

Gross Increases - Prior Year

 

 0.3 

 

 

 0.2 

 

Lapse of Statute of Limitations

 

 (1.6)

 

 

 -   

Balance as of December 31, 2014

 

 46.2 

 

 

 14.3 

 

Gross Increases - Current Year

 

 9.9 

 

 

 2.6 

 

Gross Increases - Prior Year

 

 0.1 

 

 

 -   

 

Lapse of Statute of Limitations

 

 (8.2)

 

 

 (3.4)

Balance as of December 31, 2015

$

 48.0 

 

$

 13.5 


Interest and Penalties:  Interest on uncertain tax positions is recorded and generally classified as a component of Other Interest Expense on the statements of income.  However, when resolution of uncertainties results in the Company receiving interest income, any related interest benefit is recorded in Other Income, Net on the statements of income.  No penalties have been recorded.  If penalties are recorded in the future, then the estimated penalties would be classified as a component of Other Income, Net on the



146



statements of income.  The amount of interest expense/(income) on uncertain tax positions recognized and the related accrued interest payable/(receivable) are as follows:  


Other Interest

 

For the Years Ended December 31,

 

Accrued Interest

 

As of December 31,

Expense/(Income)

 

2013 

 

2012 

 

2011 

 

Expense

 

2013 

 

2012 

(Millions of Dollars)

 

 

 

 

 

 

 

 

 

 

(Millions of Dollars)

 

 

 

 

 

 

NU(1)

 

$

(8.6)

 

$

3.1 

 

$

 (2.8)

 

NU

 

$

1.5 

 

$

10.1 

CL&P

 

 

(4.0)

 

 

1.3 

 

 

 (3.7)

 

CL&P

 

 

 

 

4.0 

NSTAR Electric

 

 

 

 

 

 

 2.0 

 

NSTAR Electric

 

 

 

 

PSNH

 

 

 

 

 

 

 (0.6)

 

PSNH

 

 

 

 


(1)   NSTAR amounts were included in NU beginning April 10, 2012.  

 

 

Other Interest Expense/(Income)

 

Accrued Interest Expense

 

 

For the Years Ended December 31,

 

As of December 31,

(Millions of Dollars)

 

2015 

 

2014 

 

2013 

 

2015 

 

2014 

Eversource

 

$

0.1 

 

$

 0.4 

 

$

 (8.6)

 

$

 2.0 

 

$

 1.9 

CL&P

 

 

 

 

 -  

 

 

 (4.0)

 

 

 -  

 

 

 -  


Tax Positions:  During 2013, NU received a Final Determination from the Connecticut Department2015 and 2014, Eversource did not resolve any of Revenue Services (DRS) that concluded its audit of NU's Connecticut incomeuncertain tax returns for the years 2005 through 2008.  The DRS Determination resulted in total NU and CL&P after-tax benefits of $13.6 million and $6.9 million, respectively, that included a reduction in NU and CL&P pre-tax interest expense of $8.7 million and $4 million, or $5.2 million and $2.4 million after-tax, respectively.  Further, the income tax expense impact resulted in a tax benefit to NU and CL&P of $8.4 million and $4.5 million after-tax, respectively.  positions.


During 2011, NU recorded an after-tax benefit of $29.1 million related to various state tax settlements and certain other adjustments.  This benefit was recorded as a reduction to both interest expense and income tax expense (including NU and CL&P tax expense reductions of approximately $22.4 million).

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Open Tax Years:  The following table summarizes NU,Eversource, CL&P, NSTAR Electric, PSNH and WMECO's tax years that remain subject to examination by major tax jurisdictions as of December 31, 2013:2015:  


Description

 

Tax Years

Federal

 

20132015 

Connecticut

 

2010-20132012 - 2015

Massachusetts

 

2010-20132012 - 2015

New Hampshire

 

2010-20132012 - 2015


NUEversource estimates that during the next twelve months, differences of a non-timing nature could be resolved, resulting in a zero to $2.0$2.3 million decrease in unrecognized tax benefits by NU.Eversource.  These estimated changes are not expected to have a material impact on the earnings of NU.Eversource.  Other companies' impacts are not expected to be material.


20132015 Federal Legislation:On December 18, 2015, the "Protecting Americans from Tax Hikes" Act became law, which extended the accelerated deduction of depreciation to businesses from 2015 through 2019.  This extended stimulus provides Eversource with cash flow benefits in 2016 of approximately $275 million (including approximately $105 million for CL&P, $72 million for NSTAR Electric, $46 million for PSNH, and $25 million for WMECO) due to a refund of taxes paid in 2015 and lower expected tax payments in 2016 of approximately $300 million.


2015 Connecticut Legislation:  In 2015, the state of Connecticut enacted several changes to its corporate tax laws.  Among the changes, commencing as of January 1, 2015, is the reduction in the amount of tax credits that corporations can utilize against its tax liability in a year and a continuation of the corporate income tax surcharge through 2018, which effectively increases the state corporate tax rate to 9 percent for the years 2016 and 2017 and 8.25 percent for 2018.  Also, effective January 1, 2016, all Connecticut companies have a mandatory unitary tax filing requirement. Management continues to review the tax law changes and their impact on the effective tax rates of Eversource and CL&P.


2014 Federal Legislation: On January 2, 2013,December 19, 2014, the "American Taxpayer Relief"Tax Increase Prevention Act of 2012"2014" became law, which extended the accelerated deduction of depreciation to businesses through 2013.2014.  This extended stimulus provided NUEversource with cash flow benefits of approximately $300$250 million (approximately $95$86 million at CL&P, $85$64 million at NSTAR Electric, $35$44 million at PSNH, and $50$21 million at WMECO). in 2015.  


On September 13, 2013, the Internal Revenue Service issued final Tangible Property regulations that are meant to simplify, clarify and make more administrable previously issued guidance.  In the third quarter of 2013, CL&P recorded an after-tax valuation allowance of $10.5 million against its deferred tax assets as a result of these regulations.  NU is in compliance with the new regulations, but continues to evaluate several new potential elections.  Therefore, a change to the valuation allowance at CL&P could result once NU completes the review of the impact of the final regulations.  11.


2013 Massachusetts:  On July 24, 2013, Massachusetts enacted a law that changed the income tax rate applicable to utility companies effective January 1, 2014, from 6.5 percent to 8 percent.  The tax law change required NU to remeasure its accumulated deferred income taxes and resulted in NU increasing its deferred tax liability with an offsetting regulatory asset of approximately $61 million at its utility companies ($46.3 million at NSTAR Electric and $9.8 million at WMECO).  


12.

COMMITMENTS AND CONTINGENCIES


A.

Environmental Matters

General:  NU,Eversource, CL&P, NSTAR Electric, PSNH and WMECO are subject to environmental laws and regulations intended to mitigate or remove the effect of past operations and improve or maintain the quality of the environment.  These laws and regulations require the removal or the remedy of the effect on the environment of the disposal or release of certain specified hazardous substances at current and former operating sites.  NU,Eversource, CL&P, NSTAR Electric, PSNH and WMECO have an active environmental auditing and training program and believe that they are substantially in compliance with all enacted laws and regulations.


Environmental reserves are accrued when assessments indicate it is probable that a liability has been incurred and an amount can be reasonably estimated.  The approach used estimates the liability based on the most likely action plan from a variety of available remediation options, including no action required or several different remedies ranging from establishing institutional controls to full site remediation and monitoring.  These liabilities are estimated on an undiscounted basis and do not assume that the amounts are recoverable from insurance companies or other third parties.  The environmental reserves include sites at different stages of discovery and remediation and do not include any unasserted claims.


These estimates are subjective in nature as they take into consideration several different remediation options at each specific site.  The reliability and precision of these estimates can be affected by several factors, including new information concerning either the level of



147



contamination at the site, the extent of NU,Eversource, CL&P, NSTAR Electric, PSNH and WMECO's responsibility for remediation or the extent of remediation required, recently enacted laws and regulations or a changechanges in cost estimates due to certain economic factors.


The amounts recorded as environmental liabilities included in Other Current Liabilities and Other Long-Term Liabilities on the balance sheets represent management's best estimate of the liability for environmental costs, and take into consideration site assessment, remediation and long-term monitoring costs.  The environmental liability also takes into account recurring costs of managing hazardous substances and pollutants, mandated expenditures to remediate previously contaminated sites and any other infrequent and non-recurring clean-up costs.  A reconciliation of the activity in the environmental reserves is as follows:


(Millions of Dollars)

NU(1)

 

CL&P

 

NSTAR Electric

 

PSNH

 

WMECO

Balance as of January 1, 2012

$

 31.7 

 

$

 2.9 

 

$

 1.3 

 

$

 6.6 

 

$

 0.3 

Liabilities Assumed from Merger with NSTAR

 

 11.8 

 

 

 - 

 

 

 - 

 

 

 - 

 

 

 - 

Additions

 

 4.7 

 

 

 1.3 

 

 

 0.7 

 

 

 0.2 

 

 

 0.5 

Payments/Reductions

 

 (8.8)

 

 

 (0.5)

 

 

 (0.3)

 

 

 (1.9)

 

 

 (0.2)

Balance as of December 31, 2012

 

 39.4 

 

 

 3.7 

 

 

 1.7 

 

 

 4.9 

 

 

 0.6 

Additions

 

 3.5 

 

 

 0.2 

 

 

 0.2 

 

 

 1.0 

 

 

 - 

Payments/Reductions

 

 (7.5)

 

 

 (0.5)

 

 

 (0.7)

 

 

 (0.5)

 

 

 (0.2)

Balance as of December 31, 2013

$

 35.4 

 

$

 3.4 

 

$

 1.2 

 

$

 5.4 

 

$

 0.4 


(1)

NSTAR amounts were included in NU beginning April 10, 2012.


These liabilities are estimated on an undiscounted basis and do not assume that any amounts are recoverable from insurance companies or other third parties.  The environmental reserves include sites at different stages of discovery and remediation and do not include any unasserted claims.


It is possible that new information or future developments could require a reassessment of the potential exposure to related environmental matters.  As this information becomes available, management will continue to assess the potential exposure and adjust the reserves accordingly.  


The amounts recorded as environmental reserves included in Other Current Liabilities and Other Long-Term Liabilities on the balance sheets represent management's best estimate of the liability for environmental costs, and take into consideration site assessment, remediation and long-term monitoring costs.  The environmental reserves also take into account recurring costs of managing hazardous substances and pollutants, mandated expenditures to remediate previously contaminated sites and any other infrequent and non-recurring clean-up costs.  A reconciliation of the activity in the environmental reserves is as follows:


(Millions of Dollars)

Eversource

 

CL&P

 

NSTAR Electric

 

PSNH

 

WMECO

Balance as of January 1, 2014

$

 35.4 

 

$

 3.4 

 

$

 1.2 

 

$

 5.4 

 

$

 0.4 

Additions

 

 12.7 

 

 

 1.0 

 

 

 -  

 

 

 0.1 

 

 

 0.2 

Payments/Reductions

 

 (4.8)

 

 

 (0.6)

 

 

 (0.1)

 

 

 (0.3)

 

 

 (0.1)

Balance as of December 31, 2014

 

 43.3 

 

 

 3.8 

 

 

 1.1 

 

 

 5.2 

 

 

 0.5 

Additions

 

 13.5 

 

 

 1.3 

 

 

 2.0 

 

 

 2.3 

 

 

 0.2 

Payments/Reductions

 

 (5.7)

 

 

 (0.5)

 

 

 (0.7)

 

 

 (3.0)

 

 

 (0.1)

Balance as of December 31, 2015

$

 51.1 

 

$

 4.6 

 

$

 2.4 

 

$

 4.5 

 

$

 0.6 




124



The number of related environmental sites and reserves related to these sites for which remediation or long-term monitoring, preliminary site work or site assessment areis being performed are as follows:


As of December 31, 2013

 

As of December 31, 2012

As of December 31, 2015

 

As of December 31, 2014

 

 

 

Reserve

 

 

 

 

Reserve

 

 

 

Reserve

 

 

 

 

Reserve

Number of Sites

 

(in millions)

 

Number of Sites

 

(in millions)

Number of Sites

 

(in millions)

 

Number of Sites

 

(in millions)

NU

 

 68 

 

$

 35.4 

 

 77 

 

$

 39.4 

Eversource

 

 64 

 

$

 51.1 

 

 

 65 

 

$

 43.3 

CL&P

 

 18 

 

 3.4 

 

 19 

 

 3.7 

 

 14 

 

 4.6 

 

 

 16 

 

 3.8 

NSTAR Electric

 

 12 

 

 1.2 

 

 16 

 

 1.7 

 

 15 

 

 2.4 

 

 

 13 

 

 1.1 

PSNH

 

 15 

 

 5.4 

 

 16 

 

 4.9 

 

 12 

 

 4.5 

 

 

 13 

 

 5.2 

WMECO

 

 5 

 

 0.4 

 

 6 

 

 0.6 

 

 4 

 

 0.6 

 

 

 4 

 

 0.5 


Included in the NUEversource number of sites and reserve amounts above are former MGP sites that were operated several decades ago and manufactured gas from coal and other processes, which resulted in certain by-products remaining in the environment that may pose a potential risk to human health and the environment.environment, for which Eversource may have potential liability.  The reserve balancebalances related to these former MGP sites was $31.4were $45.5 million and $34.5$38.8 million as of December 31, 20132015 and 2012,2014, respectively, and relatesrelated primarily to the natural gas business segment.


As of December 31, 2013,2015, for 69 environmental sites (2(3 for PSNH, andCL&P, 1 for WMECO) that are included in the Company's reserve for environmental costs, the information known and the nature of the remediation options at those sites allow for the Company to estimate the range of losses for environmental costs.  As of December 31, 2013, $5.82015, $24.7 million ($0.7(including $1.7 million for PSNH)CL&P and $0.3 million for WMECO) had been accrued as a liability for these sites, which represent management's best estimatesrepresents the low end of the range of the liabilities for environmental costs.  These amounts are the best estimates with estimated ranges ofManagement believes that additional losses from zeroof up to $30approximately $33.9 million (zero to $4.2(approximately $1.4 million for PSNH,CL&P, and zero to $8.6$0.1 million for WMECO). may be incurred in remediating these sites.  


As of December 31, 2013,2015, for 2012 environmental sites (4(3 for CL&P 1 for NSTAR Electric, 3 for PSNH, and 2 for WMECO)NSTAR Electric) that are included in the Company’s reserve for environmental costs, management cannot reasonably estimate the exposure to loss in excess of the reserve, or range of loss, as these sites are under investigation and/or there is significant uncertainty as to what remedial actions, if any, the Company may be required to undertake.  As of December 31, 2013, $16.72015, $13.7 million ($1.6(including $2 million for CL&P, $0.1 million for PSNH, and $0.3 million for WMECO)&P) had been accrued as a liability for these sites.  As of December 31, 2013,2015, for the remaining 4243 environmental sites (14(including 8 for CL&P, 1113 for NSTAR Electric, 1012 for PSNH, and 23  for WMECO) that are included in the Company’s reserve for environmental costs, the $12.9$12.7 million accrual ($1.8(including $0.9 million for CL&P, $1.2$2.4 million for NSTAR Electric, $4.6$4.5 million for PSNH, and $0.1$0.3 million for WMECO) represents management’s best estimate of the potential liability and no additional loss is anticipated.anticipated at this time.


CERCLA:  TheOf the total environmental sites, nine sites (four for NSTAR Electric and three for PSNH) are superfund sites under the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) and its amendments or state equivalents impose joint and several strict liabilities, regardless of fault, upon generators of hazardous substances resulting in removal and remediation costs and environmental damages.  Liabilities under these laws can be material and in some instances may be imposed without regard to fault or for past acts that may have been lawful at the time they occurred.  Of the 68 sites, 10 sites (2 for CL&P, 3 for NSTAR Electric, 4 for PSNH and 1 for WMECO) are superfund sites under CERCLA for which the Company has been notified that it is a potentially responsible party but for which the site assessment and remediation are not being managed by



148



the Company.  As of December 31, 2013,2015, a liability of $1$0.8 million ($0.4 million for CL&P, and $0.3 million for PSNH) accrued on these sites represents management's best estimate of its potential remediation costs with respect to these superfund sites.


Environmental Rate Recovery:  PSNH, NSTAR Gas and Yankee Gas have rate recovery mechanisms for MGP related environmental costs.costs, therefore, changes in their respective environmental reserves do not impact Net Income.  CL&P recovers a certain level of environmental costs currently in rates but does not have an environmental cost recovery tracking mechanism.  Accordingly, changes inrates.  CL&P's environmental reserves impact CL&P's Net Income.&P, NSTAR Electric and WMECO doesdo not have a separate environmental cost recovery regulatory mechanism to recover environmental costs from its customers, and changes in WMECO's environmental reserves impact WMECO's Net Income.  mechanism.


B.

Long-Term Contractual Arrangements

Estimated Future Annual Costs: The estimated future annual costs of significant long-term contractual arrangements as of

December 31, 2013 are as follows:

B.

Long-Term Contractual Arrangements

 

Estimated Future Annual Costs: The estimated future annual costs of significant long-term contractual arrangements as of December 31, 2015 are as follows:

 

NU

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eversource

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Millions of Dollars)

(Millions of Dollars)

2014 

 

2015 

 

2016 

 

2017 

 

2018 

 

Thereafter

 

Total

(Millions of Dollars)

2016 

 

2017 

 

2018 

 

2019 

 

2020 

 

Thereafter

 

Total

 

Supply and Stranded Cost

Supply and Stranded Cost

$

224.2 

 

$

205.2 

 

$

177.7 

 

$

119.9 

 

$

110.4 

 

$

309.3 

 

$

1,146.7 

Supply and Stranded Cost

$

177.4 

 

$

110.1 

 

$

81.5 

 

$

51.1 

 

$

34.9 

 

$

80.6 

 

$

535.6 

 

Renewable Energy

Renewable Energy

 

194.5 

 

203.8 

 

214.1 

 

211.9 

 

177.3 

 

1,885.7 

 

2,887.3 

Renewable Energy

 

246.6 

 

 

273.3 

 

 

238.3 

 

 

237.4 

 

 

237.0 

 

 

2,174.7 

 

 

3,407.3 

 

Peaker CfDs

Peaker CfDs

 

49.1 

 

46.9 

 

44.3 

 

36.2 

 

28.6 

 

24.7 

 

229.8 

Peaker CfDs

 

55.8 

 

 

41.1 

 

 

20.4 

 

 

7.8 

 

 

4.0 

 

 

3.6 

 

 

132.7 

 

Natural Gas Procurement

Natural Gas Procurement

 

134.4 

 

117.6 

 

76.5 

 

37.7 

 

24.2 

 

103.9 

 

494.3 

Natural Gas Procurement

 

137.9 

 

 

123.8 

 

 

78.4 

 

 

57.8 

 

 

46.9 

 

 

99.7 

 

 

544.5 

 

Coal, Wood and Other

Coal, Wood and Other

 

75.3 

 

15.2 

 

5.0 

 

5.0 

 

5.0 

 

16.8 

 

122.3 

Coal, Wood and Other

 

45.4 

 

 

23.3 

 

 

3.4 

 

 

1.9 

 

 

1.9 

 

 

13.1 

 

 

89.0 

 

Transmission Support Commitments

Transmission Support Commitments

 

27.9 

 

 

26.9 

 

 

20.5 

 

 

18.0 

 

 

22.6 

 

 

45.2 

 

 

161.1 

Transmission Support Commitments

 

21.4 

 

 

19.0 

 

 

20.3 

 

 

20.2 

 

 

20.2 

 

 

 -   

 

 

101.1 

 

Total

Total

$

705.4 

 

$

615.6 

 

$

538.1 

 

$

428.7 

 

$

368.1 

 

$

2,385.6 

 

$

5,041.5 

Total

$

684.5 

 

$

590.6 

 

$

442.3 

 

$

376.2 

 

$

344.9 

 

$

2,371.7 

 

$

4,810.2 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CL&P

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Millions of Dollars)

2014 

 

2015 

 

2016 

 

2017 

 

2018 

 

Thereafter

 

Total

Supply and Stranded Cost

$

145.6 

 

$

141.1 

 

$

143.7 

 

$

96.2 

 

$

87.1 

 

$

257.6 

 

$

871.3 

Renewable Energy

 

48.9 

 

49.9 

 

50.3 

 

50.8 

 

51.4 

 

560.2 

 

811.5 

Peaker CfDs

 

49.1 

 

46.9 

 

44.3 

 

36.2 

 

28.6 

 

24.7 

 

229.8 

Transmission Support Commitments

 

11.0 

 

10.6 

 

8.1 

 

7.1 

 

8.9 

 

17.8 

 

63.5 

Yankee Billings

 

1.5 

 

 

1.4 

 

 

0.8 

 

 

0.8 

 

 

0.8 

 

 

12.3 

 

 

17.6 

Total

$

256.1 

 

$

249.9 

 

$

247.2 

 

$

191.1 

 

$

176.8 

 

$

872.6 

 

$

1,993.7 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NSTAR Electric

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Millions of Dollars)

2014 

 

2015 

 

2016 

 

2017 

 

2018 

 

Thereafter

 

Total

Supply and Stranded Cost

$

36.2 

 

$

36.1 

 

$

15.8 

 

$

5.6 

 

$

5.5 

 

$

36.8 

 

$

136.0 

Renewable Energy

 

87.1 

 

86.3 

 

85.8 

 

81.9 

 

45.4 

 

207.4 

 

593.9 

Transmission Support Commitments

 

8.7 

 

8.4 

 

6.4 

 

5.6 

 

7.0 

 

14.1 

 

50.2 

Yankee Billings

 

0.7 

 

 

0.5 

 

 

0.3 

 

 

0.3 

 

 

0.3 

 

 

4.2 

 

 

6.3 

Total

$

132.7 

 

$

131.3 

 

$

108.3 

 

$

93.4 

 

$

58.2 

 

$

262.5 

 

$

786.4 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PSNH

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Millions of Dollars)

2014 

 

2015 

 

2016 

 

2017 

 

2018 

 

Thereafter

 

Total

Supply and Stranded Cost

$

42.4 

 

$

28.0 

 

$

18.2 

 

$

18.1 

 

$

17.8 

 

$

14.9 

 

$

139.4 

Renewable Energy

 

56.8 

 

57.7 

 

67.9 

 

69.0 

 

70.1 

 

995.2 

 

1,316.7 

Coal, Wood and Other

 

75.3 

 

15.2 

 

5.0 

 

5.0 

 

5.0 

 

16.8 

 

122.3 

Transmission Support Commitments

 

5.9 

 

5.7 

 

4.3 

 

3.8 

 

4.8 

 

9.6 

 

34.1 

Yankee Billings

 

0.3 

 

 

0.3 

 

 

0.3 

 

 

0.3 

 

 

0.3 

 

 

4.9 

 

 

6.4 

Total

$

180.7 

 

$

106.9 

 

$

95.7 

 

$

96.2 

 

$

98.0 

 

$

1,041.4 

 

$

1,618.9 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WMECO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Millions of Dollars)

2014 

 

2015 

 

2016 

 

2017 

 

2018 

 

Thereafter

 

Total

Renewable Energy

$

1.7 

 

$

9.9 

 

$

10.1 

 

$

10.2 

 

$

10.4 

 

$

122.9 

 

$

165.2 

Transmission Support Commitments

 

2.3 

 

2.2 

 

1.7 

 

1.5 

 

1.9 

 

3.7 

 

13.3 

Yankee Billings

 

0.4 

 

 

0.4 

 

 

0.2 

 

 

0.2 

 

 

0.2 

 

 

3.1 

 

 

4.5 

Total

$

4.4 

 

$

12.5 

 

$

12.0 

 

$

11.9 

 

$

12.5 

 

$

129.7 

 

$

183.0 




125







CL&P

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Millions of Dollars)

2016 

 

2017 

 

2018 

 

2019 

 

2020 

 

Thereafter

 

Total

 

Supply and Stranded Cost

$

145.0 

 

$

87.2 

 

$

58.2 

 

$

38.0 

 

$

29.3 

 

$

47.6 

 

$

405.3 

 

Renewable Energy

 

70.1 

 

 

71.7 

 

 

72.1 

 

 

72.3 

 

 

72.4 

 

 

649.7 

 

 

1,008.3 

 

Peaker CfDs

 

55.8 

 

 

41.1 

 

 

20.4 

 

 

7.8 

 

 

4.0 

 

 

3.6 

 

 

132.7 

 

Transmission Support Commitments

 

8.4 

 

 

7.5 

 

 

8.0 

 

 

8.0 

 

 

8.0 

 

 

 -   

 

 

39.9 

 

Yankee Companies Billings

 

0.1 

 

 

0.4 

 

 

0.8 

 

 

0.8 

 

 

0.8 

 

 

10.7 

 

 

13.6 

 

Total

$

279.4 

 

$

207.9 

 

$

159.5 

 

$

126.9 

 

$

114.5 

 

$

711.6 

 

$

1,599.8 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NSTAR Electric

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Millions of Dollars)

2016 

 

2017 

 

2018 

 

2019 

 

2020 

 

Thereafter

 

Total

 

Supply and Stranded Cost

$

14.1 

 

$

4.8 

 

$

5.5 

 

$

5.5 

 

$

3.1 

 

$

28.1 

 

$

61.1 

 

Renewable Energy

 

99.0 

 

 

117.0 

 

 

80.4 

 

 

78.5 

 

 

76.6 

 

 

489.8 

 

 

941.3 

 

Transmission Support Commitments

 

6.6 

 

 

5.9 

 

 

6.3 

 

 

6.2 

 

 

6.2 

 

 

 -   

 

 

31.2 

 

Yankee Companies Billings

 

0.1 

 

 

0.2 

 

 

0.3 

 

 

0.3 

 

 

0.3 

 

 

3.6 

 

 

4.8 

 

Total

$

119.8 

 

$

127.9 

 

$

92.5 

 

$

90.5 

 

$

86.2 

 

$

521.5 

 

$

1,038.4 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PSNH

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Millions of Dollars)

2016 

 

2017 

 

2018 

 

2019 

 

2020 

 

Thereafter

 

Total

 

Supply and Stranded Cost

$

18.3 

 

$

18.1 

 

$

17.8 

 

$

7.6 

 

$

2.5 

 

$

4.9 

 

$

69.2 

 

Renewable Energy

 

67.9 

 

 

69.0 

 

 

70.1 

 

 

70.7 

 

 

72.0 

 

 

860.4 

 

 

1,210.1 

 

Coal, Wood and Other

 

45.4 

 

 

23.3 

 

 

3.4 

 

 

1.9 

 

 

1.9 

 

 

13.1 

 

 

89.0 

 

Transmission Support Commitments

 

4.6 

 

 

4.0 

 

 

4.3 

 

 

4.3 

 

 

4.3 

 

 

 -   

 

 

21.5 

 

Yankee Companies Billings

 

0.1 

 

 

0.2 

 

 

0.3 

 

 

0.3 

 

 

0.3 

 

 

4.2 

 

 

5.4 

 

Total

$

136.3 

 

$

114.6 

 

$

95.9 

 

$

84.8 

 

$

81.0 

 

$

882.6 

 

$

1,395.2 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WMECO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Millions of Dollars)

2016 

 

2017 

 

2018 

 

2019 

 

2020 

 

Thereafter

 

Total

 

Renewable Energy

$

9.6 

 

$

15.6 

 

$

15.7 

 

$

15.9 

 

$

16.0 

 

$

174.8 

 

$

247.6 

 

Transmission Support Commitments

 

1.8 

 

 

1.6 

 

 

1.7 

 

 

1.7 

 

 

1.7 

 

 

 -   

 

 

8.5 

 

Yankee Companies Billings

 

 -   

 

 

0.1 

 

 

0.2 

 

 

0.2 

 

 

0.2 

 

 

2.7 

 

 

3.4 

 

Total

$

11.4 

 

$

17.3 

 

$

17.6 

 

$

17.8 

 

$

17.9 

 

$

177.5 

 

$

259.5 

 


Supply and Stranded Cost: CL&P, NSTAR Electric and PSNH have various IPP contracts or purchase obligations for electricity, including payment obligations resulting from the buydown of electricity purchase contracts.  Such contracts extend through 2024 for CL&P, 20302031 for NSTAR Electric and 2023 for PSNH.


In addition, CL&P, andalong with UI, have entered intohas four capacity CfDs for a total of approximately 787 MW of capacity consisting of three generation projects and one demand response project.  The capacity CfDs extend through 2026 and obligate the utilitiesboth CL&P and UI to make or receive payments on a monthly basis to or from the generation facilities based on the difference between a set contractual capacity price and the forward capacity market prices received by the generation facilities in the ISO-NE capacity markets.  The contracts have terms of up to 15 years beginning in 2009 and are subject toCL&P has a sharing agreement with UI, whereby UI will share 20 percent of the costs and benefits of these contracts.  CL&P's portion of the costs and benefits of these contracts will be paid by or refunded to CL&P's customers.  


The contractual obligations table above does not include CL&P's, SS or LRS, or NSTAR Electric’s or WMECO’s default service contracts, the amounts of which vary with customers' energy needs.  The contractual obligations table also does not include PSNH's short-term power supply management.  




149



Renewable Energy:  Renewable energy contracts include non-cancellable commitments under contracts of CL&P, NSTAR Electric, PSNH, and WMECO for the purchase of energy and capacity from renewable energy facilities.  Such contracts have terms extendingextend through 2035 for 20 years at CL&P, up to 40 years at2031 for NSTAR Electric, up to 30 years2033 for PSNH and 15 years2031 for WMECO.


On September 20, 2013,The contractual obligations table above does not include long-term commitments signed by CL&P, NSTAR Electric and WMECO, along with two other Massachusetts utilities, signed a long-term commitment, as required by the DPU, to purchase wind power from six wind farms in Maine and New Hampshire for a combined estimated generating capacity of approximately 565 MW.  On November 21, 2013, the utility companies provided a supplemental filing to the DPU to reflect the termination of three of the six wind farms.  Over the 15-year life of the remaining contracts, the utilities will pay an average price of less than $0.08 per kWh.  On September 19, 2013, CL&P, along with another Connecticut utility, signed long-term commitments, as required by the PURA to purchase approximately 250 MW of wind power from a Maine wind farm and 20 MW of solar power from sites in Connecticut, at a combined average price of less than $0.08 per kWh.  The table above does not include these commitments, as such commitments are contingent on the future construction of the respective energy facilities.  The table above also does not include NSTAR Electric’s commitment to purchase 129 MW of renewable energy from a wind facility to be constructed offshore and certain other CL&P and NSTAR Electric commitmentsDPU, for the purchase of renewable energy and related products that are contingent on the future construction of energy facilities.


Peaker CfDs:  In 2008, CL&P entered into three CfDs with developers of peaking generation units approved by the PURA (Peaker CfDs).  These units have a total of approximately 500 MW of peaking capacity.  As directed by the PURA, CL&P and UI have entered into a sharing agreement, whereby CL&P is responsible for 80 percent and UI for 20 percent of the net costs or benefits of these CfDs.  The Peaker CfDs pay the developergeneration facility owner the difference between capacity, forward reserve and energy market revenues and a cost-of-service payment stream for 30 years.  The ultimate cost or benefit to CL&P under these contracts will depend on the costs of plant operation and the prices that the projects receive for capacity and other products in the ISO-NE markets.  CL&P's portion of the amounts paid or received under the Peaker CfDs will be recoverable from or refunded to CL&P's customers.  


Natural Gas Procurement:  NU’sIn the normal course of business, Eversource’s natural gas distribution businesses have long-term contracts for the purchase, transportation and storage of natural gas in the normal course of business as part of its portfolio of supplies.  These contracts extend through 2029.  


Coal, Wood and Other:  PSNH has entered into various arrangements for the purchase of coal, wood coal and the transportation services for fuel supply for its electric generating assets.  Also included in the contractual obligations table above is a contract for capacity on the Portland Natural Gas Transmission System (PNGTS) pipeline that extends through 2018.  The costs onof this contract of $4.5 million are not recoverable from customers.




126



Transmission Support Commitments:  Along with other New England utilities, CL&P, NSTAR Electric, PSNH and WMECO entered into agreements in 1985 to support transmission and terminal facilities that were built to import electricity from the Hydro-Québec system in Canada.  CL&P, NSTAR Electric, PSNH and WMECO are obligated to pay, over a 30-year period ending in 2020, their proportionate shares of the annual operation and maintenance expenses and capital costs of those facilities.  


The total costs incurred under these agreements in 2013, 2012, and 2011 were as follows:


NU

For the Years Ended December 31,

(Millions of Dollars)

2013

 

2012 (1)

 

2011 

Supply and Stranded Cost

$

141.0 

 

$

216.8 

 

$

156.0 

Renewable Energy

 

91.3 

 

 

48.7 

 

 

5.1 

Peaker CfDs

 

51.9 

 

 

59.3 

 

 

40.2 

Natural Gas Procurement

 

349.8 

 

 

243.1 

 

 

191.7 

Coal, Wood and Other

 

112.6 

 

 

105.2 

 

 

113.2 

Transmission Support Commitments

 

24.9 

 

 

24.8 

 

 

18.1 


 

 

For the Years Ended December 31,

 

 

2013 

 

2012 

 

2011 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

(Millions of Dollars)

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

Supply and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stranded Cost

$

 77.6 

 

$

 32.4 

 

$

 29.0 

 

$

 2.0 

 

$

 158.2 

 

$

 36.3 

 

$

 30.5 

 

$

 0.9 

 

$

 114.9 

 

$

 80.9 

 

$

 40.8 

 

$

 0.3 

Renewable Energy

 

 - 

 

 

 84.9 

 

 

 6.4 

 

 

 - 

 

 

 - 

 

 

 60.2 

 

 

 4.1 

 

 

 - 

 

 

 - 

 

 

 61.8 

 

 

 5.1 

 

 

 - 

Peaker CfDs

 

 51.9 

 

 

 - 

 

 

 - 

 

 

 - 

 

 

 59.3 

 

 

 - 

 

 

 - 

 

 

 - 

 

 

 40.2 

 

 

 - 

 

 

 - 

 

 

 - 

Coal, Wood and Other

 

 - 

 

 

 - 

 

 

 112.6 

 

 

 - 

 

 

 - 

 

 

 - 

 

 

 105.2 

 

 

 - 

 

 

 - 

 

 

 - 

 

 

 113.2 

 

 

 - 

Transmission Support

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments

 

 9.8 

 

 

 7.7 

 

 

 5.3 

 

 

 2.1 

 

 

 9.6 

 

 

 7.6 

 

 

 5.2 

 

 

 2.0 

 

 

 10.3 

 

 

 8.1 

 

 

 5.6 

 

 

 2.2 


(1)

NSTAR amounts were included in NU beginning April 10, 2012.


C.

Contractual Obligations - Yankee Companies

Billings: CL&P, NSTAR Electric, PSNH and WMECO have decommissioning and plant closure cost obligations to the Yankee Companies, which have each completed the physical decommissioning of their respective nuclear facilities and are now engaged in the long-term storage of their spent fuel.  For further information on the Yankee Companies, see Note 11C, "Commitments and Contingencies - Contractual Obligations - Yankee Companies," to the financial statements.


The total costs incurred under these agreements were as follows:


Eversource

For the Years Ended December 31,

(Millions of Dollars)

2015

 

2014 

 

2013 

Supply and Stranded Cost

$

147.6 

 

$

99.2 

 

$

141.0 

Renewable Energy

 

144.3 

 

 

114.4 

 

 

91.3 

Peaker CfDs

 

42.7 

 

 

18.1 

 

 

51.9 

Natural Gas Procurement

 

428.6 

 

 

482.5 

 

 

349.8 

Coal, Wood and Other

 

95.9 

 

 

120.5 

 

 

112.6 

Transmission Support Commitments

 

25.3 

 

 

25.0 

 

 

24.9 


 

 

For the Years Ended December 31,

 

 

2015 

 

2014 

 

2013 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

(Millions of Dollars)

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

Supply and Stranded Cost

$

 120.3 

 

$

 6.5 

 

$

 20.8 

 

$

 -  

 

$

 63.0 

 

$

 7.0 

 

$

 26.0 

 

$

 3.2 

 

$

 77.6 

 

$

 32.4 

 

$

 29.0 

 

$

 2.0 

Renewable Energy

 

 20.0 

 

 

 86.7 

 

 

 37.2 

 

 

 0.4 

 

 

 0.7 

 

 

 87.4 

 

 

 26.3 

 

 

 -  

 

 

 -  

 

 

 84.9 

 

 

 6.4 

 

 

 -  

Peaker CfDs

 

 42.7 

 

 

 -  

 

 

 -  

 

 

 -  

 

 

 18.1 

 

 

 -  

 

 

 -  

 

 

 -  

 

 

 51.9 

 

 

 -  

 

 

 -  

 

 

 -  

Coal, Wood and Other

 

 -  

 

 

 -  

 

 

 95.9 

 

 

 -  

 

 

 -  

 

 

 -  

 

 

 120.5 

 

 

 -  

 

 

 -  

 

 

 -  

 

 

 112.6 

 

 

 -  

Transmission Support
  Commitments

 

 10.0 

 

 

 7.8 

 

 

 5.4 

 

 

 2.1 

 

 

 9.9 

 

 

 7.7 

 

 

 5.3 

 

 

 2.1 

 

 

 9.8 

 

 

 7.7 

 

 

 5.3 

 

 

 2.1 


C.

Contractual Obligations - Yankee Companies

CL&P, NSTAR Electric, PSNH and WMECO have plant closure and fuel storage cost obligations to the Yankee Companies, which have each completed the physical decommissioning of their respective nuclear facilities and are now engaged in the long-term storage of their spent fuel.  The Yankee Companies collect decommissioning and closurethese costs through wholesale, FERC-approved rates charged under power purchase agreements with several New England utilities, including CL&P, NSTAR Electric, PSNH and WMECO.  These companies in turn recover these costs from their customers through state regulatory commission-approved retail rates.  




150


The Yankee Companies have collected or are currently collecting amounts that management believes are adequate to recover the remaining plant closure and fuel storage cost estimates for the respective plants.  Management believes CL&P, NSTAR Electric and WMECO will recover their shares of these obligations from their customers.  PSNH has recovered its total share of these costs from its customers.


CL&P, NSTAR Electric, PSNH and WMECO's percentage share of the obligations to support the Yankee Companies under FERC-approved rate tariffs is the same as their respective ownership percentages in the Yankee Companies.  For further information on the ownership percentages, see Note 1J, "Summary of Significant Accounting Policies - Equity Method Investments," to the financial statements.  


The Yankee Companies have collected or are currently collecting amounts that management believes are adequate to recover the remaining decommissioning and closure cost estimates for the respective plants.  Management believes CL&P, NSTAR Electric and WMECO will recover their shares of these decommissioning and closure obligations from their customers.  PSNH has already recovered its share of these costs from its customers.


Spent Nuclear Fuel Litigation:  

DOE Phase I Damages - In 1998,2013, CYAPC, YAEC and MYAPC received proceeds of $39.6 million, $38.3 million, and $81.7 million, respectively,  based on a final court judgment awarding damages for separate complaints filed by the Yankee Companies filed separate complaintsin 1998 against the DOE in the Court of Federal Claims seeking monetary damages resulting from the DOE's failure to begin accepting spent nuclear fuel for disposal by January 31, 1998 pursuant to the terms of the 1983 spent fuel and high level waste disposal contracts between the Yankee Companies and the DOE (DOE Phase I Damages).  Phase I covered damages for the period 1998 through 2002.  Following multiple appeals and cross-appeals in December 2012, the judgment awarding CYAPC $39.6 million, YAEC $38.3 million and MYAPC $81.7 million became final.


In January 2013, the proceeds from the DOE Phase I Damages Claim were received by the Yankee Companies and transferred to each Yankee Company’s respective decommissioning trust.  As a result of NU's consolidation of CYAPC and YAEC, the financial statements reflected an increase of $77.9 million in marketable securities for CYAPC and YAEC’s Phase I damage awards that were invested in the nuclear decommissioning trusts in 2013.


On May 1, 2013, CYAPC, YAEC and MYAPC filed applications with the FERC to reducereduced rates in their wholesale power contracts through the application of the DOE proceeds for the benefit of customers.  In its June 27, 2013 order, the FERC granted the proposed rate reductions, and changes to the terms of the wholesale power contracts to become effective on July 1, 2013.  In accordance with the FERC order, CL&P, NSTAR Electric, PSNH and WMECO began receiving the benefit of the Phase I DOE proceeds in 2013, and the benefits have been or will beare being passed on to customers.


In accordance with MYAPC's three-year refund plan of the DOE Phase I Damages proceeds, in September 2014, MYAPC returned the second portion of the proceeds to the member companies, including CL&P, NSTAR Electric, PSNH, and WMECO, in the amount of $3.2 million, $1.1 million, $1.4 million and $0.8 million, respectively.  On September 28, 2015, MYAPC returned the remaining DOE Phase I Damages proceeds to the member companies, including CL&P, NSTAR Electric, PSNH, and WMECO, in the amount of $2.3 million, $0.8 million, $1 million and $0.6 million, respectively.  These amounts reduced receivables at CL&P, NSTAR Electric, PSNH and WMECO.


DOE Phase II Damages - In December 2007,2014, CYAPC, YAEC and MYAPC received proceeds of $126.3 million, $73.3 million and $35.8 million, respectively, based on a final court judgment awarding damages for separate lawsuits filed by the Yankee Companies each filed subsequent lawsuitsin 2007 against the DOE seeking recovery of actual damages incurred in the years following 2001 and 2002 related to the alleged failure of the DOE to provide for a permanent facility to store spent nuclear fuel generated in years after 2001 through 2008 for CYAPC and YAEC, and afterfrom 2002 through 2008 for MYAPC (DOE Phase II Damages).  On November 18, 2011, the court ordered the record closed in the YAEC case, and closed the record in the CYAPC and MYAPC cases subject to a limited opportunity of the government to reopen the records for further limited proceedings.  


On November 15, 2013, the court issued a final judgment awarding CYAPC $126.3 million, YAEC $73.3 million, and MYAPC $35.8 million.  On January 14, 2014, theThe Yankee Companies received a letter from the U.S. Department of Justice stating that the DOE will not appeal the court's final judgment.  As of December 31, 2013, CL&P, NSTAR Electric, PSNH, WMECO, CYAPC, and YAEC have not reflected the impact of these expected receivables on their financial statements.


The methodology for applyingreturned the DOE Phase II Damages recovered fromproceeds to the DOE for the benefit of customers ofmember companies, including CL&P, NSTAR Electric, PSNH, and WMECO, will be addressedfor the benefit of their respective customers in FERC rate proceedings.June 2014.




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As of December 31, 2014, CL&P's refund obligation to customers of $65.4 millionwas recorded as an offset to the deferred storm restoration costs regulatory asset, as directed by PURA.  NSTAR Electric's, PSNH's and WMECO's refund obligation to customers of $29.1 million, $13.1 million and $18.1 million, respectively, was recorded as a regulatory liability in each company's respective regulatory tracker mechanisms.  Refunds to customers for these Phase II DOE proceeds were completed in 2015.


DOE Phase III Damages - OnIn August 15, 2013, the Yankee Companies each filed subsequent lawsuits against the DOE seeking recovery of actual damages incurred in the years 2009 through 2012.  Responsive pleadingThe DOE Phase III trial concluded on July 1, 2015, with a post-trial briefing that concluded on October 14, 2015.  The parties are awaiting a decision from the Department of Justice was filed on November 18, 2013, and discovery is expected to begin once a protective order is in place.court.   


D.

Guarantees and Indemnifications

NUIn the normal course of business, Eversource parent provides credit assurances on behalf of its subsidiaries, including CL&P, NSTAR Electric, PSNH and WMECO, in the form of guarantees in the normal course of business.guarantees.  


NU provided guarantees and various indemnificationsEversource parent issued a declining balance guaranty on behalf of external parties as a resultwholly-owned subsidiary to guarantee the payment of the salessubsidiary's capital contributions for its investment in the Access Northeast project. The guarantee will not exceed $206 million and will decrease as capital contributions are made.  The guaranty will expire upon the earlier of former subsidiariesthe full performance of NU Enterprises, with maximum exposures either not specifiedthe guaranteed obligations or not material.December 31, 2021.


NU alsoEversource parent issued a guaranty on behalf of its subsidiary, NPT, under which, beginning at the time the Northern Pass Transmission line goes into commercial operation, NUEversource parent will guarantee the financial obligations of NPT under the TSA with HQ in an amount not to exceed $25 million.  NU'sEversource parent's obligations under the guaranty expire upon the full, final and indefeasible payment of the guaranteed obligations.


Eversource parent has also guaranteed certain indemnification and other obligations as a result of the sales of former unregulated subsidiaries and the termination of an unregulated business, with maximum exposures either not specified or not material.  


Management does not anticipate a material impact to Net Income as a result of these various guarantees and indemnifications.  




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The following table summarizes NU'sEversource parent's exposure to guarantees and indemnifications of its subsidiaries, including CL&P, NSTAR Electric, PSNH and WMECO, and guarantees to external parties, as of December 31, 2013:2015:  


Maximum Exposure

Subsidiary

Description

(in millions)

Expiration Dates

Various

Surety Bonds

$

69.2 

2014 - 2016 (1)

Various

NE Hydro Companies' Long-Term Debt

$

3.5 

Unspecified

NUSCO and RRR

Lease Payments for Vehicles and Real Estate

$

17.7 

2019 and 2024

 

 

 

 

 

Maximum Exposure

 

 

 

Company

 

Description

 

(in millions)

 

Expiration Dates

On behalf of subsidiaries:

 

 

 

 

 

 

 

 

 

Various

 

Surety Bonds(1)

 

$

32.7 

 

2016 - 2018

 

Eversource Service and Rocky River Realty Company

 

Lease Payments for Vehicles and Real Estate

 

$

11.4 

 

2019 and 2024

 

 

 

 

 

 

 

 

 

 

On behalf of external parties:

 

 

 

 

 

 

 

 

 

Algonquin Gas Transmission, LLC

 

Access Northeast project

 

 

 

 

 

 

 

  (owner of Access Northeast assets)

 

  capital contributions guarantee

 

$

204.8 

 

2021 


(1)

Surety bond expiration dates reflect termination dates, the majority of which will be renewed or extended.  


Many of the underlying contracts that NU parent guarantees, as well as certainCertain surety bonds contain credit ratings triggers that would require NUEversource parent to post collateral in the event that the unsecured debt credit ratings of NUEversource are downgraded.  


E.

FERC Base ROE ComplaintComplaints

On September 30, 2011, severalThree separate complaints have been filed at FERC by combinations of New England state attorneys general, state regulatory commissions, consumer advocates, consumer groups, municipal parties and other parties (the "Complainants").  In the first complaint, filed a joint complaint within 2011, the FERC under Sections 206 and 306 of the Federal Power Act allegingComplainants alleged that the NETOs' base ROE used in calculating formula rates for transmission service under the ISO-NE Open Access Transmission Tariff by NETOs, including CL&P, NSTAR Electric, PSNH and WMECO, isthat had been utilized since 2006 was unjust and unreasonable.  The complainantsunreasonable, asserted that the current 11.14 percent rate which became effective in 2006, iswas excessive due to changes in the capital markets, and are seekingsought an order to reduce the rate, which would be effective October 1, 2011.  In response, the NETOs filed testimony and analysis based on standard FERC methodology and precedent demonstrating that the base ROE of 11.14 percent remained just and reasonable.  The FERC set the case for trial before a FERC ALJ after settlement negotiations were unsuccessful in August 2012.


Hearings before the FERC ALJ were held in May 2013, followed by the filing of briefs by the complainants, the Massachusetts municipal electric utilities (late interveners to the case), the FERC trial staff and the NETOs.  The NETOs recommended that the current base ROE of 11.14 percent should remain in effect for the refund period (October 1, 2011 through December 31, 2012) and the prospective period (beginning when FERC issues its final decision).  The complainants, the Massachusetts municipal electric utilities, and the FERC trial staff each recommended a base ROE of 9 percent or below.


On August 6, 2013, the FERC ALJ issued an initial decision, finding that the base ROE in effectit prospectively from October 2011 through December 2012 was not reasonable under the standard application of FERC methodology, but leaving policy considerations and additional adjustments to the FERC.  Using the established FERC methodology, the FERC ALJ determined that separate base ROEs should be set for the refund period and the prospective period.  The FERC ALJ found those base ROEs to be 10.6 percent and 9.7 percent, respectively.  The FERC may adjust the prospective period base ROE in its final decision to reflect movement in 10-year Treasury bond rates from the date that the case was filed (April 2013) to the date of the final decision.  The partiesFERC order and for the 15-month period beginning October 1, 2011 to December 31, 2012.  In the second and third complaints, filed briefs on this decision within 2012 and 2014, the Complainants challenged the NETOs' base ROE and sought refunds for the respective 15-month periods beginning December 27, 2012 and July 31, 2014.


As a result of the actions taken by the FERC and a decision fromother developments in the FERC is expected in 2014.  Though NU cannot predict the ultimate outcome of this proceeding, in 2013first complaint matter, the Company recorded a series ofadditional reserves at its electric subsidiaries to recognize the potential financial impact from the FERC ALJ's initial decision for the refund period.  The aggregate after-taxin 2015 and 2014.  In 2015, Eversource recognized a pre-tax charge to earnings totaled $14.3(excluding interest) of $20 million, at NU,of which represents reserves of $7.7$12.5 million was recorded at CL&P, $3.4$2.4 million at NSTAR Electric, $1.4$1 million at PSNH, and $1.8$4.1 million at WMECO.  The pre-tax charge was recorded as a regulatory liability and as a reduction to Operating Revenues.  In 2014, the net aggregate pre-tax charge to earnings (excluding interest) totaled $37 million, of which $20.7 million was recorded at CL&P, $7.9 million at NSTAR Electric, $2.8 million at PSNH and $5.6 million at WMECO.  In 2013, the net aggregate pre-tax charge to earnings (excluding interest) totaled $23.7 million, of which $12.8 million was recorded at CL&P, $5.7 million at NSTAR Electric, $2.3 million at PSNH and $2.9 million at WMECO.


On December 27, 2012, several additional parties filedThe second and third complaint proceedings are ongoing and a separate complaint concerning the NETOs' base ROE with the FERC.  This complaint seeks to reduce the NETOs’ base ROE effective January 1, 2013, effectively extending the refund period for an additional 15 months, and to consolidate this complaint with the joint complaint filed on September 30, 2011.  The NETOs have asked thefinal FERC to reject this complaint.  The FERC has not yet acted on this complaint, andorder is expected in late 2016 or early 2017.  Although management is unable to predict the ultimate outcome or estimate the impacts of this complaintuncertain on the financial position, resultsfinal outcome of operations or cash flows.


As of December 31, 2013, the CL&P, NSTAR Electric, PSNH,second and WMECO aggregate shareholder equity invested in their transmission facilities was approximately $2.3 billion.  As a result, each 10 basis point change inthird complaints regarding the prospective period authorized base ROE, would change annual consolidated earnings by an approximate $2.3 million.management believes the current reserves established are appropriate to reflect probable and reasonably estimable refunds.


F.

DPU Safety and Reliability Programs - CPSL

Since 2006, NSTAR Electric has been recovering incremental costs related toand NSTAR Gas Comprehensive Settlement Agreement

On March 2, 2015, the DPU-approved SafetyDPU approved the comprehensive settlement agreement between NSTAR Electric, NSTAR Gas and Reliability Programs.  Fromthe Massachusetts Attorney General (the"Settlement") as filed with the DPU on December 31, 2014.  The Settlement resolved the outstanding NSTAR Electric CPSL program filings for 2006 through 2011, cumulative costs associated with the CPSL program resultedNSTAR Electric and NSTAR Gas PAM and energy efficiency-related customer billing adjustments reported in an incremental revenue requirement2012, and the recovery of LBR related to NSTAR Electric's energy efficiency programs for 2009 through 2011 (11 dockets in total).  In



128



the first quarter of 2015, as a result of the DPU order, NSTAR Electric and NSTAR Gas commenced refunding a combined $44.7 million to customers, which was recorded as a regulatory liability.  Refunds to customers will continue through December 2016.  As a result of approximately $83 million.  These amounts included incremental operationsthe Settlement, NSTAR Electric increased its operating revenues and maintenance costs anddecreased its amortization expense in 2015, resulting in the related revenue requirement for specific capital investments relative to the CPSL programs.recognition of a $21.7 million pre-tax benefit in 2015.


G.

NSTAR Electric Basic Service Bad Debt Adder

On May 28, 2010,January 7, 2015, the DPU issued an order onconcluding that NSTAR Electric’s 2006 CPSL cost recovery filing (the May 2010 Order).  In October 2010,Electric had removed energy-related bad debt costs from base distribution rates effective January 1, 2006.  As a result of the DPU order, in the first quarter of 2015, NSTAR Electric increased its regulatory assets and reduced its operations and maintenance expense by an under recovered amount of $24.2 million for energy-related bad debt costs through 2014, resulting in a pre-tax benefit in 2015.  NSTAR Electric filed a reconciliationfor recovery of the cumulative CPSL program activityenergy-related bad debt costs regulatory asset from customers and on November 20, 2015the DPU approved NSTAR Electric’s proposed rate increase, to recover these costs over a 12-month period, effective January 1, 2016.


H.

PSNH Generation Restructuring

On June 10, 2015, Eversource and PSNH entered into the 2015 Public Service Company of New Hampshire Restructuring and Rate Stabilization Agreement (the Agreement) with the New Hampshire Office of Energy and Planning, certain members of the NHPUC staff, the Office of Consumer Advocate, two State Senators, and several other parties.  The Agreement was filed with the NHPUC on the same day.  Under the terms of the Agreement, PSNH has agreed to divest its generation assets upon NHPUC approval.  The Agreement is designed to provide a resolution of issues pertaining to PSNH's generation assets in pending regulatory proceedings before the NHPUC.  The Agreement provided for the periods 2006Clean Air Project prudence proceeding to be resolved and all remaining Clean Air Project costs to be included in rates effective January 1, 2016.  As part of the Agreement, PSNH has agreed to forego recovery of $25 million of the deferred equity return related to the Clean Air Project.  In addition, PSNH will not seek a general distribution rate increase effective before July 1, 2017 and will contribute $5 million to create a clean energy fund, which will not be recoverable from its customers.  In 2015, PSNH recorded the $5 million contribution as a long-term liability and an increase to Operations and Maintenance expense on the statements of income.


Upon completion of the divestiture process, all remaining stranded costs will be recovered via bonds that will be secured by a non-bypassable charge or through 2009other recoveries in rates billed to PSNH customers.


On January 26, 2016, Advisory Staff of the NHPUC and the parties to the Agreement filed a stipulation with the DPUNHPUC agreeing that near-term divestiture of PSNH’s generation was in order to determine a proposed rate adjustment.  The DPU allowed the proposed rates to go into effect January 1, 2011, subject to final reconciliationpublic interest and that the Agreement should be approved.  Implementation of CPSL program costs through a future DPU proceeding.  In February 2013, NSTAR Electric updated the October 2010 filing with final activity through 2011.  NSTAR Electric recorded its 2006 through 2011 revenues under the CPSL programs based on the May 2010 Order.  




152



NSTAR Electric cannot predict the timing of a final DPU order related to its CPSL filings for the period 2006 through 2011.  While management does not believe that any subsequent DPU order would result in revenues that are materially different than the amounts already recognized, it is reasonably possible that an order could have a material impact on NSTAR Electric’s results of operations, financial position and cash flows.


The April 4, 2012 DPU-approved comprehensive merger settlement agreement with the Massachusetts Attorney General stipulates that NSTAR Electric must incur a revenue requirement of at least $15 million per year for 2012 through 2015 related to these programs.  CPSL revenues will end once NSTAR Electric has recovered its 2015-related CPSL costs.  Realization of these revenuesAgreement is subject to maintaining certain performance metrics over the four-year period and DPU approval.  As of December 31, 2013, NSTAR Electric wasNHPUC approval, which is expected in compliance with the performance metrics and has recognized the entire $15 million revenue requirement during 2013 and 2012.early 2016.


G.

Basic Service Bad Debt Adder

In accordance withIf the NHPUC approves the settlements and the sale of the plants, then management expects to sell the plants in the first half of 2017.  The sales price of the generating assets could be less than the carrying value, but we believe that full recovery of PSNH's generation assets is probable through a generic DPU order, electric utilities in Massachusetts recovercombination of cash flows during the energy-related portionremaining operating period, sales proceeds upon divestiture, and recovery of bad debtstranded costs in their Basic Servicefuture rates.  In 2007, NSTAR Electric filed its 2006 Basic Service reconciliation with the DPU proposing an adjustment related to the increase of its Basic Service bad debt charge-offs.  The DPU issued an order approving the implementation of a revised Basic Service rate but instructed NSTAR Electric to reduce distribution rates by an amount equal to the increase in its Basic Service bad debt charge-offs.  This adjustment to NSTAR Electric’s distribution rates would eliminate the fully reconciling nature of the Basic Service bad debt adder.


In 2010, NSTAR Electric filed an appeal of the DPU’s order with the SJC.  In 2012, the SJC vacated the DPU order and remanded the matter to the DPU for further review.  The DPU has not taken any action on the remand.I.


NSTAR Electric deferred approximately $34 million of costs associated with energy-related bad debt as a regulatory asset through 2011 as NSTAR Electric had concluded that it was probable that these costs would ultimately be recovered from customers.  Due to the delays and the duration of the proceedings, NSTAR Electric concluded that while an ultimate outcome on the matter in its favor remained "more likely than not," it could no longer be deemed "probable."  As a result, NSTAR Electric recognized a reserve related to the regulatory asset in 2012.  NSTAR Electric will continue to maintain the reserve until the proceeding has been concluded with the DPU.


H.

Litigation and Legal Proceedings

NU,Eversource, including CL&P, NSTAR Electric, PSNH and WMECO, are involved in legal, tax and regulatory proceedings regarding matters arising in the ordinary course of business, which involve management's assessment to determine the probability of whether a loss will occur and, if probable, its best estimate of probable loss.  The Company records and discloses losses when these losses are probable and reasonably estimable, and discloses matters when losses are probable but not estimable or when losses are reasonably possible, and expenses legalpossible.  Legal costs related to the defense of loss contingencies are expensed as incurred.


13.12.

LEASES


NU,Eversource, including CL&P, NSTAR Electric, PSNH and WMECO, has entered into lease agreements, some of which are capital leases, for the use of data processing and office equipment, vehicles, service centers, and office space.  In addition, CL&P, NSTAR Electric, PSNH and WMECO incur costs associated with leases entered into by NUSCOEversource Service and RRR,Rocky River Realty Company, which are included below in their respective operating lease rental expenses and future minimum rental payments.  These intercompany lease amounts are eliminated on an NUEversource consolidated basis.  The provisions of the NU,Eversource, CL&P, NSTAR Electric, PSNH, and WMECO lease agreements generally contain renewal options.  Certain lease agreements contain payments impacted by the commercial paper rate plus a credit spread or the consumer price index.


Operating lease rental payments charged to expense are as follows:


 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

(Millions of Dollars)

(Millions of Dollars)

NU(1)

 

CL&P

 

Electric

 

PSNH

 

WMECO

(Millions of Dollars)

Eversource

 

CL&P

 

Electric

 

PSNH

 

WMECO

2015

$

 12.1 

 

$

 12.5 

 

$

 9.6 

 

$

 2.8 

 

$

 2.2 

2014

 

 14.3 

 

 6.0 

 

 7.8 

 

 1.5 

 

 1.2 

2013

2013

$

 16.3 

 

$

 8.1 

 

$

 6.7 

 

$

 1.7 

 

$

 2.9 

2013

 

 16.3 

 

 8.1 

 

 6.7 

 

 1.7 

 

 2.9 

2012

 

 14.8 

 

 8.2 

 

 6.2 

 

 2.5 

 

 3.0 

2011

 

 8.4 

 

 8.3 

 

 19.8 

 

 2.1 

 

2.8 


(1)

The 2015 rental payments above for CL&P, NSTAR amounts were included in NU beginning April 10, 2012.Electric, PSNH, and WMECO include an intercompany rate of return, property tax and operational expense component paid to Rocky River Realty Company.  




153129



Future minimum rental payments, to external third parties excluding executory costs, such as property taxes, state use taxes, insurance, and maintenance, under long-term noncancelable leases, as of December 31, 20132015 are as follows:


Capital Leases

 

 

 

 

 

 

Operating Leases

 

 

 

 

 

NSTAR

 

 

 

 

(Millions of Dollars)

NU

 

CL&P

 

PSNH

Eversource

 

CL&P

 

Electric

 

PSNH

 

WMECO

2014

$

2.6 

 

$

2.1 

 

$

0.4 

2015

 

2.4 

 

2.0 

 

0.4 

2016

 

2.2 

 

1.9 

 

0.3 

$

16.4 

 

$

2.9 

 

$

9.7 

 

$

0.8 

 

$

0.8 

2017

 

2.1 

 

2.0 

 

0.1 

 

13.8 

 

2.0 

 

8.5 

 

0.7 

 

0.7 

2018

 

2.1 

 

2.0 

 

0.1 

 

10.4 

 

1.3 

 

6.5 

 

0.5 

 

0.6 

2019

 

8.5 

 

1.0 

 

5.3 

 

0.4 

 

0.5 

2020

 

6.8 

 

0.7 

 

4.3 

 

0.3 

 

0.5 

Thereafter

 

5.4 

 

 

5.4 

 

 

 

15.4 

 

 

1.7 

 

 

9.0 

 

 

0.7 

 

 

1.8 

Future minimum lease payments

 

16.8 

 

15.4 

 

1.3 

$

71.3 

 

$

9.6 

 

$

43.3 

 

$

3.4 

 

$

4.9 

Less amount representing interest

 

6.1 

 

 

6.1 

 

 

Present value of future minimum lease payments

$

10.7 

 

$

9.3 

 

$

1.3 


Operating Leases

 

 

 

 

 

 

 

 

 

 

Capital Leases

 

 

 

 

 

 

(Millions of Dollars)

NU

 

CL&P

 

NSTAR Electric

 

PSNH

 

WMECO

Eversource

 

CL&P

 

PSNH

2014

$

20.1 

 

$

4.0 

 

$

10.9 

 

$

1.0 

 

$

1.1 

2015

 

18.1 

 

3.6 

 

10.1 

 

0.9 

 

0.7 

2016

 

15.4 

 

2.9 

 

8.9 

 

0.8 

 

0.5 

$

2.2 

 

$

1.9 

 

$

0.3 

2017

 

12.4 

 

1.7 

 

7.7 

 

0.6 

 

0.3 

 

2.1 

 

1.9 

 

0.2 

2018

 

8.5 

 

1.2 

 

5.1 

 

0.5 

 

0.2 

 

2.1 

 

2.0 

 

0.1 

2019

 

2.0 

 

 

2.0 

 

 

2020

 

2.0 

 

2.0 

 

Thereafter

 

22.3 

 

 

4.7 

 

 

11.7 

 

 

1.3 

 

 

1.0 

 

1.4 

 

 

1.4 

 

 

Future minimum lease payments

$

96.8 

 

$

18.1 

 

$

54.4 

 

$

5.1 

 

$

3.8 

 

11.8 

 

11.2 

 

0.6 

Less amount representing interest

 

3.6 

 

 

3.6 

 

 

Present value of future minimum lease payments

$

8.2 

 

$

7.6 

 

$

0.6 


CL&P entered into certain contracts for the purchase of energy that qualify as leases.  These contracts do not have minimum lease payments and therefore are not included in the tables above.  However, such contracts have been included in the contractual obligations table in Note 12B,11B, "Commitments and Contingencies - Long-Term Contractual Arrangements," to the financial statements.  


14.13.

FAIR VALUE OF FINANCIAL INSTRUMENTS


The following methods and assumptions were used to estimate the fair value of each of the following financial instruments:


Preferred Stock and Long-Term Debt and Rate Reduction Bonds:Debt:  The fair value of CL&P's and NSTAR Electric’sElectric's preferred stock is based upon pricing models that incorporate interest rates and other market factors, valuations or trades of similar securities and cash flow projections.  The fair value of fixed-rate long-term debt securities and RRBs is based upon pricing models that incorporate quoted market prices for those issues or similar issues adjusted for market conditions, credit ratings of the respective companies and treasury benchmark yields.  Adjustable rate long-term debt securities are assumed to have a fair value equal to their carrying value.  The fair values provided in the tables below are classified as Level 2 within the fair value hierarchy.  Carrying amounts and estimated fair values are as follows:


 

 

As of December 31,

 

 

2013 

 

2012 

NU

Carrying

 

Fair

 

Carrying

 

Fair

(Millions of Dollars)

Amount

 

Value

 

Amount

 

Value

Preferred Stock Not

 

 

 

 

 

 

 

 

 

 

 

 

Subject to Mandatory Redemption

$

 155.6 

 

$

 152.7 

 

$

 155.6 

 

$

 152.2 

Long-Term Debt

 

 8,310.2 

 

 

 8,443.1 

 

 

 7,963.5 

 

 

 8,640.7 

Rate Reduction Bonds

 

 - 

 

 

 - 

 

 

 82.1 

 

 

 83.0 

 

 

As of December 31,

 

 

2015 

 

2014 

Eversource

Carrying

 

Fair

 

Carrying

 

Fair

(Millions of Dollars)

Amount

 

Value

 

Amount

 

Value

Preferred Stock Not Subject
  to Mandatory Redemption

$

 155.6 

 

$

 157.9 

 

$

 155.6 

 

$

 153.6 

Long-Term Debt

 

 9,034.5 

 

 

 9,425.9 

 

 

 8,814.0 

 

 

 9,451.2 


 

As of December 31, 2013

 

As of December 31, 2015

 

CL&P

 

NSTAR Electric

 

PSNH

 

WMECO

 

CL&P

 

NSTAR Electric

 

PSNH

 

WMECO

 

Carrying

 

Fair

 

Carrying

 

Fair

 

Carrying

 

Fair

 

Carrying

 

Fair

 

Carrying

 

Fair

 

Carrying

 

Fair

 

Carrying

 

Fair

 

Carrying

 

Fair

(Millions of Dollars)

(Millions of Dollars)

Amount

 

Value

 

Amount

 

Value

 

Amount

 

Value

 

Amount

 

Value

(Millions of Dollars)

Amount

 

Value

 

Amount

 

Value

 

Amount

 

Value

 

Amount

 

Value

Preferred Stock Not

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subject to Mandatory Redemption

$

 116.2 

 

$

 110.5 

 

$

 43.0 

 

$

 42.2 

 

$

 - 

 

$

 - 

 

$

 - 

 

$

 - 

Preferred Stock Not Subject
to Mandatory Redemption

$

 116.2 

 

$

 114.9 

 

$

 43.0 

 

$

 43.0 

 

$

 - 

 

$

 - 

 

$

 - 

 

$

 - 

Long-Term Debt

Long-Term Debt

 

 2,741.2 

 

 2,952.8 

 

 1,801.1 

 

 1,888.0 

 

 1,049.0 

 

 1,073.9 

 

 629.4 

 

 640.1 

Long-Term Debt

 

 2,763.7 

 

 3,031.6 

 

 2,029.8 

 

 2,182.4 

 

 1,071.0 

 

 1,121.2 

 

 517.3 

 

 551.8 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2012

 

As of December 31, 2014

 

CL&P

 

NSTAR Electric

 

PSNH

 

WMECO

 

CL&P

 

NSTAR Electric

 

PSNH

 

WMECO

 

Carrying

 

Fair

 

Carrying

 

Fair

 

Carrying

 

Fair

 

Carrying

 

Fair

 

Carrying

 

Fair

 

Carrying

 

Fair

 

Carrying

 

Fair

 

Carrying

 

Fair

(Millions of Dollars)

(Millions of Dollars)

Amount

 

Value

 

Amount

 

Value

 

Amount

 

Value

 

Amount

 

Value

(Millions of Dollars)

Amount

 

Value

 

Amount

 

Value

 

Amount

 

Value

 

Amount

 

Value

Preferred Stock Not

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subject to Mandatory Redemption

$

 116.2 

 

$

 110.0 

 

$

 43.0 

 

$

 42.2 

 

$

 - 

 

$

 - 

 

$

 - 

 

$

 - 

Preferred Stock Not Subject
to Mandatory Redemption

$

 116.2 

 

$

 112.0 

 

$

 43.0 

 

$

 41.6 

 

$

 - 

 

$

 - 

 

$

 - 

 

$

 - 

Long-Term Debt

Long-Term Debt

 

 2,862.8 

 

 3,295.4 

 

 1,602.6 

 

 1,818.8 

 

 997.9 

 

 1,088.0 

 

 605.3 

 

 660.4 

Long-Term Debt

 

 2,826.2 

 

 3,214.5 

 

 1,786.2 

 

 1,993.5 

 

 1,070.0 

 

 1,137.9 

 

 625.2 

 

 689.4 

Rate Reduction Bonds

 

 - 

 

 - 

 

 43.5 

 

 43.9 

 

 29.3 

 

 29.6 

 

 9.4 

 

 9.5 


Effective December 31, 2015, the carrying amount of Long-Term Debt includes unamortized debt issuance costs presented as a direct reduction from the carrying amount of the debt liability, in accordance with new accounting guidance.  The December 31, 2014 carrying amount of Long-Term Debt was retrospectively adjusted to conform to the current year presentation.  See Note 1C, "Summary of Significant Accounting Policies – Accounting Standards," for further information.


Derivative Instruments:  Derivative instruments are carried at fair value.  For further information, see Note 5,4, "Derivative Instruments," to the financial statements.  




154130



Other Financial Instruments:  Investments in marketable securities are carried at fair value.  For further information, see Note 1H, "Summary of Significant Accounting Policies - Fair Value Measurements," and Note 6,5, "Marketable Securities," to the financial statements.  The carrying value of other financial instruments included in current assets and current liabilities on the balance sheets, including cash and cash equivalents and special deposits, approximates their fair value due to thetheir short-term nature of these instruments.nature.


15.See Note 1H, "Summary of Significant Accounting Policies - Fair Value Measurements," for the fair value measurement policy and the fair value hierarchy.


14.

ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)


The changes in accumulated other comprehensive income/(loss) by component, net of tax effect, is as follows:


 

 

For the Year Ended December 31, 2013

 

 

 

 

Unrealized

 

 

 

 

 

 

 

Qualified Cash

 

Gains/(Losses) on

 

Pension, SERP

 

 

 

 

 

Flow Hedging

 

Available-for-Sale

 

and PBOP

 

 

 

(Millions of Dollars)

Instruments

 

Securities

 

Benefit Plans

 

Total

AOCI as of January 1, 2013

 (16.4)

 

 1.3 

 

 (57.8)

 

 (72.9)

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Comprehensive Income Before Reclassifications

 

 - 

 

 

 (0.9)

 

 

 19.4 

 

 

 18.5 

Amounts Reclassified from AOCI

 

2.0 

 

 

 - 

 

 

6.4 

 

 

8.4 

Net Other Comprehensive Income

 

2.0 

 

 

(0.9)

 

 

25.8 

 

 

26.9 

AOCI as of December 31, 2013

$

(14.4)

 

$

0.4 

 

$

(32.0)

 

$

(46.0)

 

 

For the Year Ended December 31, 2015

 

For the Year Ended December 31, 2014

 

Qualified

 

Unrealized

 

 

 

 

 

Qualified

 

Unrealized

 

 

 

 

 

Cash Flow

 

Gains/(Losses)

 

Defined

 

 

 

Cash Flow

 

Gains on

 

Defined

 

 

Eversource

Hedging

 

on Marketable

 

Benefit

 

 

 

Hedging

 

Marketable

 

Benefit

 

 

(Millions of Dollars)

Instruments

 

 Securities

 

Plans

 

Total

 

Instruments

 

 Securities

 

Plans

 

Total

Balance as of January 1st

 (12.4)

 

 0.7 

 

 (62.3)

 

 (74.0)

 

 (14.4)

 

 0.4 

 

 (32.0)

 

 (46.0)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OCI Before Reclassifications

 

 -  

 

 

 (2.6)

 

 

 3.5 

 

 

 0.9 

 

 

 -  

 

 

 0.3 

 

 

 (34.2)

 

 

 (33.9)

Amounts Reclassified from AOCI

 

 2.1 

 

 

 -  

 

 

 4.2 

 

 

 6.3 

 

 

 2.0 

 

 

 -  

 

 

 3.9 

 

 

5.9 

 

Net OCI

 

2.1 

 

 

(2.6)

 

 

7.7 

 

 

7.2 

 

 

2.0 

 

 

0.3 

 

 

(30.3)

 

 

(28.0)

Balance as of December 31st

$

(10.3)

 

$

(1.9)

 

$

(54.6)

 

$

(66.8)

 

$

(12.4)

 

$

0.7 

 

$

(62.3)

 

$

(74.0)


NU'sEversource's qualified cash flow hedging instruments represent interest rate swap agreements on debt issuances that were settled in prior years.  The settlement amount was recorded in AOCI and is being amortized into Net Income over the term of the underlying debt instrument.  CL&P, PSNH and WMECO continue to amortize interest rate swaps settled in prior years from AOCI into Interest Expense over the remaining life of the associated long-term debt, whichdebt.  Such interest rate swaps are not material to their respective financial statements.  


The tax effectsamortization expense of Pension, SERPactuarial gains and PBOP Benefit Planlosses and prior service cost on the defined benefit plans is amortized from AOCI into Operations and Maintenance over the average future employee service period, and is reflected in amounts reclassified from AOCI.  


Defined benefit plan OCI amounts before reclassifications relate to actuarial gains and losses that arose during 2013, 2012the year and 2011 were recognized in AOCI.  The related tax effects recognized in AOCI as aduring 2015 and 2013 were net deferred tax liabilityliabilities of $2 million in 2015 and $11.4 million in 2013, respectively, and net deferred tax assets of $6.2 million and $10.2$22.3 million in 2012 and 2011, respectively.  In addition, the tax effect of the loss on qualified cash flow hedging instrument settlements that arose during 2011 was recognized in AOCI as a deferred tax asset of $10.2 million in 2011.  The tax effects of unrealized gains and losses on available-for-sale securities that arose during 2013, 2012 and 2011 were not material.2014.


The following table sets forth the amountamounts reclassified from AOCI by component and the impacted line item on the statements of income:


For the Years Ended December 31,

 

 

Amounts Reclassified from AOCI

 

 

2013

 

2012

 

2011

 

 

Amount

 

Amount

 

Amount

 

 

Reclassified

 

Reclassified

 

Reclassified

 

Statements of Income

Eversource

For the Years Ended December 31,

 

Statements of Income

(Millions of Dollars)

from AOCI

 

from AOCI

 

from AOCI

 

Line Item Impacted

2015

 

2014

 

2013

 

Line Item Impacted

Qualified Cash Flow Hedging Instruments

$

(3.4)

 

$

(3.3)

 

$

(1.3)

 

Interest Expense

$

 (3.5)

 

$

 (3.4)

 

$

 (3.4)

 

Interest Expense

Tax Effect

 

1.4 

 

 

1.3 

 

 

0.6 

 

Income Tax Expense

 

 1.4 

 

 

 1.4 

 

 

 1.4 

 

Income Tax Expense

Qualified Cash Flow Hedging Instruments, Net of Tax

$

(2.0)

 

$

(2.0)

 

$

(0.7)

 

 

$

 (2.1)

 

$

 (2.0)

 

$

 (2.0)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension, SERP and PBOP Benefit Plan Costs:

 

 

 

 

 

 

 

 

 

Defined Benefit Plan Costs:

 

 

 

 

 

 

 

 

Amortization of Actuarial Losses

$

(10.5)

 

$

(8.9)

 

$

(5.7)

 

Operations and Maintenance (1)

$

 (6.6)

 

$

 (6.2)

 

$

 (10.5)

 

Operations and Maintenance (1)

Amortization of Prior Service Cost

 

(0.2)

 

(0.2)

 

 

(0.3)

 

Operations and Maintenance (1)

 

 (0.2)

 

 

 (0.2)

 

 

 (0.2)

 

Operations and Maintenance (1)

Amortization of Transition Obligation

 

 

 

(0.2)

 

 

(0.2)

 

Operations and Maintenance  (1)

Total Pension, SERP and PBOP Benefit Plan Costs

 

(10.7)

 

(9.3)

 

 

(6.2)

 

Operations and Maintenance (1)

Total Defined Benefit Plan Costs

 

 (6.8)

 

 (6.4)

 

 (10.7)

 

 

Tax Effect

 

4.3 

 

 

3.5 

 

 

2.3 

 

Income Tax Expense

 

 2.6 

 

 

 2.5 

 

 

 4.3 

 

Income Tax Expense

Pension, SERP and PBOP Benefit Plan Costs,

 

 

 

 

 

 

 

 

 

Net of Tax

$

(6.4)

 

$

(5.8)

 

$

(3.9)

 

 

Defined Benefit Plan Costs, Net of Tax

$

 (4.2)

 

$

 (3.9)

 

$

 (6.4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Amount Reclassified from AOCI, Net of Tax

$

(8.4)

 

$

(7.8)

 

$

(4.6)

 

 

Total Amounts Reclassified from AOCI, Net of Tax

$

 (6.3)

 

$

 (5.9)

 

$

 (8.4)

 

 


(1)

These amounts are included in the computation of net periodic Pension, SERP and PBOP costs.  See Note 10A,9A, "Employee Benefits - Pension Benefits and Postretirement Benefits Other Than Pensions," for further information.


As of December 31, 2013,2015, it iswas estimated that a pre-tax amount of $3.4$3.6 million ($0.7(including $0.7 million for CL&P, $2 million for PSNH and $0.5$0.7 million for WMECO) will be reclassified from AOCI as a decrease to Net Income over the next 12 months as a result of the amortization of the interest rate swap agreements which have been settled.  In addition, it is estimated that a pre-tax amount of $6.5$6 million will be reclassified from AOCI as a decrease to Net Income over the next 12 months as a result of the amortization of Pension, SERP and PBOP costs.




15.

155



16.

DIVIDEND RESTRICTIONS


NUEversource parent's ability to pay dividends may be affected by certain state statutes, the ability of its subsidiaries to pay common dividends and the leverage restriction tied to its consolidated total debt to total capitalization ratio requirement in its revolving credit agreement.  


CL&P, NSTAR Electric, PSNH and WMECO are subject to Section 305 of the Federal Power Act that makes it unlawful for a public utility to make or pay a dividend from any funds "properly included in its capital account."  Management believes that this Federal Power Act restriction, as applied to CL&P, NSTAR Electric, PSNH and WMECO, would not be construed or applied by the FERC to prohibit the payment of dividends from retained earnings for lawful and legitimate business purposes from retained earnings.purposes.  In addition, certain state statutes may impose additional limitations on such companies and on



131



Yankee Gas and NSTAR Gas.  Such state law restrictions do not restrict the payment of dividends from retained earnings or net income.  Pursuant to the joint revolving credit agreement of NU,Eversource, CL&P, PSNH, WMECO, Yankee Gas and NSTAR Gas, and to the NSTAR Electric revolving credit agreement, each company is required to maintain consolidated total debt to total capitalization ratio of no greater than 65 percent at all times.the end of each fiscal quarter.  As of December 31, 2013,2015, all companies were in compliance with such covenant.  The Retained Earnings balances subject to these restrictions were $2.1$2.8 billion for NU, $961.5 millionEversource, $1.2 billion for CL&P, $1.4$1.6 billion for NSTAR Electric, $438.5$494.9 million for PSNH and $181$198.1 million for WMECO as of December 31, 2013.2015.  As of December 31, 2013, NU,2015, Eversource, CL&P, NSTAR Electric, PSNH, WMECO, Yankee Gas and NSTAR Gas were in compliance with all such provisions of the revolving credit agreements that may restrict the payment of dividends.  PSNH is further required to reserve an additional amount under its FERC hydroelectric license conditions.  As of December 31, 2013, approximately $12.72015, $13.4 million of PSNH's Retained Earnings was subject to restriction under its FERC hydroelectric license conditions and PSNH was in compliance with this provision.  


17.16.

COMMON SHARES


The following table sets forth the NUEversource parent common shares and the shares of common stockthose of CL&P, NSTAR Electric, PSNH and WMECO that were authorized and issued andas well as the respective per share par values:  


 

 

 

Shares

 

 

 

Shares

 

 

 

Authorized

 

Issued

 

 

 

Authorized

 

Issued

Per Share

 

As of December 31,

 

As of December 31,

Per Share

 

as of December 31,

 

as of December 31,

Par Value

 

2013 and 2012

 

2013 

 

2012 

Par Value

 

2015 and 2014

 

2015 

 

2014 

NU

$

 

380,000,000 

 

 

333,113,492 

 

 

332,509,383 

Eversource

$

 

380,000,000 

 

 

 333,862,615 

 

 

333,359,172 

CL&P

$

10 

 

24,500,000 

 

 

 6,035,205 

 

 

6,035,205 

$

10 

 

24,500,000 

 

 

 6,035,205 

 

 

 6,035,205 

NSTAR Electric

$

 

100,000,000 

 

 

 100 

 

 

100 

$

 

100,000,000 

 

 

 100 

 

 

 100 

PSNH

$

 

100,000,000 

 

 

 301 

 

 

301 

$

 

100,000,000 

 

 

 301 

 

 

 301 

WMECO

$

25 

 

1,072,471 

 

 

 434,653 

 

 

434,653 

$

25 

 

1,072,471 

 

 

 434,653 

 

 

 434,653 


As of December 31, 20132015 and 2012,2014, there were 17,796,67216,671,366 and 18,455,749 NU16,375,835 Eversource common shares held as treasury shares, respectively.

As of December 31, 20132015 and 2012, NU2014, Eversource common shares outstanding were 315,273,559317,191,249 and 314,053,634,316,983,337, respectively.  In May 2015, the Company repurchased 532,521 Eversource common shares at a share price of $47.94.  Such shares are included in Treasury Stock on the consolidated balance sheet at their weighted average original average cost of $26.02 per share.


18.17.

PREFERRED STOCK NOT SUBJECT TO MANDATORY REDEMPTION


The CL&P and NSTAR Electric preferred stock is not subject to mandatory redemption and is presented as a noncontrolling interest of a subsidiary in NU’sEversource’s financial statements.


CL&P Preferred Stock:  CL&P's charter authorizes itis authorized to issue up to 9 million9,000,000 shares of preferred stock, ($50 par value $50 per share).  CL&P amended its charter on January 3, 2012 to remove references to various series of preferred stock, including the Class A preferred stock, which were no longer outstanding.  The issuance of additional preferred shares would be subject to PURA approval.  Preferred stockholders have liquidation rights equal to the par value of the preferred stock, which they would receive in preference to any distributions to any junior stock.  Were there to be a shortfall, all preferred stockholders would share, ratably in available liquidation assets.  

NSTAR Electric Preferred Stock:and NSTAR Electric is authorized to issue 2,890,000 shares ($100of preferred stock, par value $100 per share).share.  Holders of preferred stock of CL&P and NSTAR Electric has two outstanding seriesare entitled to receive cumulative dividends in preference to any payment of cumulative preferreddividends on the common stock.  Upon liquidation, holders of cumulative preferred stock of CL&P and NSTAR Electric are entitled to receive a liquidation preference before any distribution to holders of common stock.  The liquidation preference for each outstanding series of cumulative preferred stock isin an amount equal to the par value of the preferred stock plus accrued and unpaid dividends.  Were thereIf the net assets were to be a shortfall,insufficient to pay the liquidation preference in full, then the net assets would be distributed ratably to all holders of cumulativepreferred stock.  The preferred stock would share ratably in available liquidation assets.




156


of CL&P and NSTAR Electric is subject to optional redemption by the CL&P and NSTAR Electric Board of Directors at any time.


Details of preferred stock not subject to mandatory redemption are as follows (in millions except in redemption price and shares):


 

 

 

 

 

Redemption Price

 

Shares Outstanding as of

 

As of December 31,

Series

 

Per Share

December 31, 2013 and 2012

2013 

 

2012 

CL&P

 

 

 

 

 

 

 

 

 

 

 

$

 1.90 

 

Series of 1947

 

$

52.50 

 

163,912 

 

$

 8.2 

 

$

 8.2 

$

 2.00 

 

Series of 1947

 

$

54.00 

 

336,088 

 

 

 16.8 

 

 

 16.8 

$

 2.04 

 

Series of 1949

 

$

52.00 

 

100,000 

 

 

 5.0 

 

 

 5.0 

$

 2.20 

 

Series of 1949

 

$

52.50 

 

200,000 

 

 

 10.0 

 

 

 10.0 

  

 3.90 

%

Series of 1949

 

$

50.50 

 

160,000 

 

 

 8.0 

 

 

 8.0 

$

 2.06 

 

Series E of 1954

 

$

51.00 

 

200,000 

 

 

 10.0 

 

 

 10.0 

$

 2.09 

 

Series F of 1955

 

$

51.00 

 

100,000 

 

 

 5.0 

 

 

 5.0 

  

 4.50 

%

Series of 1956

 

$

50.75 

 

104,000 

 

 

 5.2 

 

 

 5.2 

 

 4.96 

%

Series of 1958

 

$

50.50 

 

100,000 

 

 

 5.0 

 

 

 5.0 

 

 4.50 

%

Series of 1963

 

$

50.50 

 

160,000 

 

 

 8.0 

 

 

 8.0 

 

 5.28 

%

Series of 1967

 

$

51.43 

 

200,000 

 

 

 10.0 

 

 

 10.0 

$

 3.24 

 

Series G of 1968

 

$

51.84 

 

300,000 

 

 

 15.0 

 

 

 15.0 

 

 6.56 

%

Series of 1968

 

$

51.44 

 

200,000 

 

 

 10.0 

 

 

 10.0 

Total CL&P

 

 

 

 

2,324,000 

 

$

 116.2 

 

$

 116.2 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NSTAR Electric

 

 

 

 

 

 

 

 

 

 

 

 

 4.25 

%

Series

 

$

103.625 

 

180,000 

 

$

 18.0 

 

$

 18.0 

 

 4.78 

%

Series

 

$

102.80 

 

250,000 

 

 

 25.0 

 

 

 25.0 

Total NSTAR Electric

 

 

 

 

430,000 

 

$

 43.0 

 

$

 43.0 

Fair Value Adjustment due to Merger with NSTAR

 

 

 

 

 (3.6)

 

 

 (3.6)

Total NU - Preferred Stock of Subsidiaries

 

 

 

$

 155.6 

 

$

 155.6 


19.

COMMON SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A summary of the changes in Common Shareholders' Equity and Noncontrolling Interests of NU is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling

 

 

 

 

Common

 

 

 

 

 

 

 

Interest -

 

 

 

 

Shareholders'

 

Noncontrolling

 

Total

 

Preferred Stock

(Millions of Dollars)

Equity

 

Interest

 

Equity

 

of Subsidiaries

Balance as of January 1, 2011

$

 3,811.2 

 

$

 1.5 

 

$

 3,812.7 

 

$

 116.2 

Net Income

 

 400.5 

 

 

 - 

 

 

 400.5 

 

 

 - 

Dividends on Common Shares

 

 (195.6)

 

 

 - 

 

 

 (195.6)

 

 

 - 

Dividends on Preferred Stock

 

 (5.6)

 

 

 - 

 

 

 (5.6)

 

 

 (5.6)

Issuance of Common Shares

 

 5.9 

 

 

 - 

 

 

 5.9 

 

 

 - 

Contributions to NPT

 

 - 

 

 

 1.2 

 

 

 1.2 

 

 

 - 

Other Transactions, Net

 

 23.9 

 

 

 - 

 

 

 23.9 

 

 

 - 

Net Income Attributable to Noncontrolling Interests

 

 (0.3)

 

 

 0.3 

 

 

 - 

 

 

 5.6 

Other Comprehensive Loss (Note 15)

 

 (27.3)

 

 

 - 

 

 

 (27.3)

 

 

 - 

Balance as of December 31, 2011

$

 4,012.7 

 

$

 3.0 

 

$

 4,015.7 

 

$

 116.2 

Net Income

 

 533.1 

 

 

 - 

 

 

 533.1 

 

 

 - 

Purchase Price of NSTAR(1)

 

 5,038.3 

 

 

 - 

 

 

 5,038.3 

 

 

 - 

Other Equity Impacts of Merger with NSTAR(2)

 

 3.4 

 

 

(3.4)

 

 

 - 

 

 

 39.4 

Dividends on Common Shares

 

 (375.5)

 

 

 - 

 

 

 (375.5)

 

 

 - 

Dividends on Preferred Stock

 

 (7.0)

 

 

 - 

 

 

 (7.0)

 

 

 (7.0)

Issuance of Common Shares

 

 13.3 

 

 

 - 

 

 

 13.3 

 

 

 - 

Contributions to NPT

 

 - 

 

 

 0.3 

 

 

 0.3 

 

 

 - 

Other Transactions, Net

 

 21.1 

 

 

 - 

 

 

 21.1 

 

 

 - 

Net Income Attributable to Noncontrolling Interests

 

 (0.1)

 

 

 0.1 

 

 

 - 

 

 

 7.0 

Other Comprehensive Loss (Note 15)

 

 (2.2)

 

 

 - 

 

 

 (2.2)

 

 

 - 

Balance as of December 31, 2012

$

 9,237.1 

 

$

 - 

 

$

 9,237.1 

 

$

 155.6 

Net Income

 

 793.7 

 

 

 - 

 

 

 793.7 

 

 

 - 

Dividends on Common Shares

 

 (462.7)

 

 

 - 

 

 

 (462.7)

 

 

 - 

Dividends on Preferred Stock

 

 (7.7)

 

 

 - 

 

 

 (7.7)

 

 

 (7.7)

Issuance of Common Shares

 

 11.1 

 

 

 - 

 

 

 11.1 

 

 

 - 

Other Transactions, Net

 

 13.2 

 

 

 - 

 

 

 13.2 

 

 

 - 

Net Income Attributable to Noncontrolling Interests

 

 - 

 

 

 - 

 

 

 - 

 

 

 7.7 

Other Comprehensive Income (Note 15)

 

 26.8 

 

 

 - 

 

 

 26.8 

 

 

 - 

Balance as of December 31, 2013

$

 9,611.5 

 

$

 - 

 

$

 9,611.5 

 

$

 155.6 

 

 

 

 

 

Redemption Price

 

Shares Outstanding as of

 

As of December 31,

Series

 

Per Share

December 31, 2015 and 2014

2015 

 

2014 

CL&P

 

 

 

 

 

 

 

 

 

 

 

$

 1.90 

 

Series of 1947

 

$

52.50 

 

163,912 

 

$

 8.2 

 

$

 8.2 

$

 2.00 

 

Series of 1947

 

$

54.00 

 

336,088 

 

 

 16.8 

 

 

 16.8 

$

 2.04 

 

Series of 1949

 

$

52.00 

 

100,000 

 

 

 5.0 

 

 

 5.0 

$

 2.20 

 

Series of 1949

 

$

52.50 

 

200,000 

 

 

 10.0 

 

 

 10.0 

  

 3.90 

%

Series of 1949

 

$

50.50 

 

160,000 

 

 

 8.0 

 

 

 8.0 

$

 2.06 

 

Series E of 1954

 

$

51.00 

 

200,000 

 

 

 10.0 

 

 

 10.0 

$

 2.09 

 

Series F of 1955

 

$

51.00 

 

100,000 

 

 

 5.0 

 

 

 5.0 

  

 4.50 

%

Series of 1956

 

$

50.75 

 

104,000 

 

 

 5.2 

 

 

 5.2 

 

 4.96 

%

Series of 1958

 

$

50.50 

 

100,000 

 

 

 5.0 

 

 

 5.0 

 

 4.50 

%

Series of 1963

 

$

50.50 

 

160,000 

 

 

 8.0 

 

 

 8.0 

 

 5.28 

%

Series of 1967

 

$

51.43 

 

200,000 

 

 

 10.0 

 

 

 10.0 

$

 3.24 

 

Series G of 1968

 

$

51.84 

 

300,000 

 

 

 15.0 

 

 

 15.0 

 

 6.56 

%

Series of 1968

 

$

51.44 

 

200,000 

 

 

 10.0 

 

 

 10.0 

Total CL&P

 

 

 

 

2,324,000 

 

$

 116.2 

 

$

 116.2 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NSTAR Electric

 

 

 

 

 

 

 

 

 

 

 

 

 4.25 

%

Series

 

$

103.625 

 

180,000 

 

$

 18.0 

 

$

 18.0 

 

 4.78 

%

Series

 

$

102.80 

 

250,000 

 

 

 25.0 

 

 

 25.0 

Total NSTAR Electric

 

 

 

 

430,000 

 

$

 43.0 

 

$

 43.0 

Fair Value Adjustment due to Merger with NSTAR

 

 

 

 

 (3.6)

 

 

 (3.6)

Total Eversource - Preferred Stock of Subsidiaries

 

 

 

$

 155.6 

 

$

 155.6 


(1)

On April 10, 2012, NU issued approximately 136 million common shares to the NSTAR shareholders in connection with the merger.  See Note 2, "Merger of NU and NSTAR," for further information.132


(2)

The

18.

COMMON SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS


Dividends on the preferred stock of CL&P and NSTAR Electric is not subject to mandatory redemptiontotaled $7.5 million, $7.5 million and has been$7.7 million for the years ended December 31, 2015, 2014 and 2013.  These dividends were presented as a noncontrolling interest in NSTAR Electric in NU’s financial statements.  In addition, upon completionNet Income Attributable to Noncontrolling Interests on the Eversource statements of income.  Noncontrolling Interest – Preferred Stock of Subsidiaries on the merger, an NSTAR subsidiary that held 25 percent of NPT was merged into NUTV, resulting in NUTV owning 100 percent of NPT.  Accordingly, the noncontrolling interestEversource balance was eliminated and 100 percent ownership of NPT is reflected in Common Shareholders' Equitysheets totaled $155.6  million as of December 31, 20132015 and 2012.  



157



2014.  Common Shareholders' Equity was fully attributable to the parent and Noncontrolling Interest – Preferred Stock of Subsidiaries was fully attributable to the noncontrolling interest on the Eversource balance sheets.


For the years ended December 31, 2013, 20122015, 2014 and 2011,2013, there was no change in ownership of the common equity of CL&P and NSTAR Electric.  


20.19.

EARNINGS PER SHARE


Basic EPS is computed based upon the weighted average number of common shares outstanding during each period.  Diluted EPS is computed on the basis of the weighted average number of common shares outstanding during each period plus the potential dilutive effect ifof certain share-based compensation awards areas if they were converted into common shares.  For the years ended December 31, 2013, 20122015, 2014 and 2011,2013, there were 1,575, 4,266,1,474, 3,643 and 4,314, respectively,1,575 antidilutive share awards excluded from the computation.computation of diluted EPS, respectively.  


The following table sets forth the components of basic and diluted EPS:


 

For the Years Ended December 31,

Eversource

For the Years Ended December 31,

(Millions of Dollars, except share information)

(Millions of Dollars, except share information)

2013 

 

2012 

 

2011 

(Millions of Dollars, except share information)

2015 

 

2014 

 

2013 

Net Income Attributable to Controlling Interest

$

 786.0 

 

$

 525.9 

 

$

 394.7 

Net Income Attributable to Common Shareholders

$

 878.5 

 

$

 819.5 

 

$

 786.0 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Common Shares Outstanding:

Weighted Average Common Shares Outstanding:

 

 

 

 

 

 

Weighted Average Common Shares Outstanding:

 

 

 

 

 

 

Basic

 

 315,311,387 

 

 277,209,819 

 

 177,410,167 

Basic

 

 317,336,881 

 

 316,136,748 

 

 315,311,387 

Dilutive Effect

 

 899,773 

 

 

 783,812 

 

 

 394,401 

Dilutive Effect

 

 1,095,806 

 

 

 1,280,666 

 

 

 899,773 

Diluted

 

 316,211,160 

 

 

 277,993,631 

 

 

 177,804,568 

Diluted

 

 318,432,687 

 

 

 317,417,414 

 

 

 316,211,160 

Basic EPS

Basic EPS

$

 2.49 

 

$

 1.90 

 

$

 2.22 

Basic EPS

$

 2.77 

 

$

 2.59 

 

$

 2.49 

Diluted EPS

Diluted EPS

$

 2.49 

 

$

 1.89 

 

$

 2.22 

Diluted EPS

$

 2.76 

 

$

 2.58 

 

$

 2.49 


On April 10, 2012, NU issued approximately 136 million common shares as a result of the merger with NSTAR, which are reflected in weighted average common shares outstanding as of December 31, 2013 and 2012.


RSUsRSU and performance sharesshare awards are included in basic weighted average common shares outstanding as of the date that all necessary vesting conditions have been satisfied.  The dilutive effect of unvested RSUsRSU and performance sharesshare awards is calculated using the treasury stock method.  Assumed proceeds of these unitsawards under the treasury stock method consist of the remaining compensation cost to be recognized and a theoretical tax benefit.  The theoretical tax benefit is calculated as the tax impact of the intrinsic value of the unitsawards (the difference between the market value of the average unitsawards outstanding for the period, using the average market price during the period, and the grant date market value).  


The dilutive effect of stock options to purchase common shares is also calculated using the treasury stock method.  Assumed proceeds for stock options consist of cash proceeds that would be received upon exercise, and a theoretical tax benefit.  The theoretical tax benefit is calculated as the tax impact of the intrinsic value of the stock options (the difference between the market value of the average stock options outstanding for the period, using the average market price during the period, and the exercise price).  


21.20.

SEGMENT INFORMATION


Presentation:  NUEversource is organized between the Electric Distribution, Electric Transmission and Natural Gas Distribution reportable segments and Other based on a combination of factors, including the characteristics of each segments' products and services, the sources of operating revenues and expenses and the regulatory environment in which each segment operates.  These reportable segments representedrepresent substantially all of NU'sEversource's total consolidated revenues for the years ended December 31, 2013, 2012 and 2011.revenues.  Revenues from the sale of electricity and natural gas primarily are derived from residential, commercial and industrial customers and are not dependent on any single customer.  The Electric Distribution reportable segment includes the generation activities of PSNH and WMECO.  


The remainder of NU’sEversource's operations is presented as Other in the tables below and primarily consists of 1) the equity in earnings of NUEversource parent from its subsidiaries and intercompany interest income, both of which are eliminated in consolidation, and interest expense related to the debt of NUEversource parent, 2) the revenues and expenses of NU's service company,Eversource Service, most of which are eliminated in consolidation, 3) the operations of CYAPC and YAEC, and 4) the results of Eversource Gas Transmission LLC and 5) the results of other non-regulatedunregulated subsidiaries, which are not part of its core business.


Cash flows used for investments in plant included in the segment information below are cash capital expenditures that do not include amounts incurred but not paid, cost of removal, AFUDC related to equity funds, and for certain subsidiaries, the capitalized portions of pension expense.   


NU’sEversource's reportable segments are determined based upon the level at which NU’sEversource's chief operating decision maker assesses performance and makes decisions about the allocation of company resources.  Each of NU’sEversource's subsidiaries, including CL&P, NSTAR Electric, PSNH and WMECO, has one reportable segment.  NU’sEversource's operating segments and reporting units are consistent with its reportable business segments.


NSTAR amounts were included in NU beginning April 10, 2012.  




158133



NU'sEversource's segment information for the years ended December 31, 2013, 2012 and 2011 is as follows:


 

For the Year Ended December 31, 2013

 

For the Year Ended December 31, 2015

 

Electric

 

Natural Gas

 

 

 

 

 

 

 

 

Eversource

Electric

 

Natural Gas

 

Electric

 

 

 

 

 

 

(Millions of Dollars)

(Millions of Dollars)

Distribution

 

Distribution

 

Transmission

 

Other

 

Eliminations

 

Total

(Millions of Dollars)

Distribution

 

Distribution

 

Transmission

 

Other

 

Eliminations

 

Total

Operating Revenues

Operating Revenues

$

 5,362.3 

 

$

 855.8 

 

$

 978.7 

 

$

 777.5 

 

$

 (673.1)

 

$

 7,301.2 

Operating Revenues

$

 5,903.6 

 

$

 995.5 

 

$

 1,069.1 

 

$

 863.6 

 

$

 (877.0)

 

$

 7,954.8 

Depreciation and Amortization

Depreciation and Amortization

 

 (604.8)

 

 (66.7)

 

 (136.2)

 

 (62.2)

 

 10.2 

 

 (859.7)

Depreciation and Amortization

 

 (425.2)

 

 (70.5)

 

 (165.6)

 

 (29.0)

 

 2.1 

 

 (688.2)

Other Operating Expenses

Other Operating Expenses

 

 (3,927.7)

 

 

 (659.4)

 

 

 (281.8)

 

 

 (715.0)

 

 

 671.8 

 

 

 (4,912.1)

Other Operating Expenses

 

 (4,470.2)

 

 

 (776.7)

 

 

 (314.9)

 

 

 (817.9)

 

 

 877.3 

 

 

 (5,502.4)

Operating Income

Operating Income

 

 829.8 

 

 129.7 

 

 560.7 

 

 0.3 

 

 8.9 

 

 1,529.4 

Operating Income

 

 1,008.2 

 

 148.3 

 

 588.6 

 

 16.7 

 

 2.4 

 

 1,764.2 

Interest Expense

Interest Expense

 

 (175.0)

 

 (33.1)

 

 (100.3)

 

 (35.5)

 

 5.2 

 

 (338.7)

Interest Expense

 

 (186.3)

 

 (36.9)

 

 (105.8)

 

 (48.0)

 

 4.6 

 

 (372.4)

Interest Income

Interest Income

 

 4.1 

 

 - 

 

 0.7 

 

 5.4 

 

 (5.6)

 

 4.6 

Interest Income

 

 5.7 

 

 0.1 

 

 1.6 

 

 4.4 

 

 (5.1)

 

 6.7 

Other Income, Net

Other Income, Net

 

 12.9 

 

 0.8 

 

 10.9 

 

 858.9 

 

 (858.2)

 

 25.3 

Other Income, Net

 

 7.2 

 

 0.8 

 

 14.5 

 

 977.8 

 

 (972.8)

 

 27.5 

Income Tax (Expense)/Benefit

Income Tax (Expense)/Benefit

 

 (240.0)

 

 

 (36.5)

 

 

 (182.1)

 

 

 31.9 

 

 

 (0.2)

 

 

 (426.9)

Income Tax (Expense)/Benefit

 

 (322.8)

 

 

 (40.1)

 

 

 (191.6)

 

 

 14.5 

 

 

 - 

 

 

 (540.0)

Net Income

Net Income

 

 431.8 

 

 60.9 

 

 289.9 

 

 861.0 

 

 (849.9)

 

 793.7 

Net Income

 

 512.0 

 

 72.2 

 

 307.3 

 

 965.4 

 

 (970.9)

 

 886.0 

Net Income Attributable

 

 

 

 

 

 

 

 

 

 

 

 

to Noncontrolling Interests

 

 (4.8)

 

 

 - 

 

 

 (2.9)

 

 

 - 

 

 

 - 

 

 

 (7.7)

Net Income Attributable

 

 

 

 

 

 

 

 

 

 

 

 

to Controlling Interest

$

 427.0 

 

$

 60.9 

 

$

 287.0 

 

$

 861.0 

 

$

 (849.9)

 

$

 786.0 

Net Income Attributable
to Noncontrolling Interests

 

 (4.7)

 

 

 - 

 

 

 (2.8)

 

 

 - 

 

 

 - 

 

 

 (7.5)

Net Income Attributable
to Common Shareholders

$

 507.3 

 

$

 72.2 

 

$

 304.5 

 

$

 965.4 

 

$

 (970.9)

 

$

 878.5 

Total Assets (as of)

Total Assets (as of)

$

 17,260.0 

 

$

 2,759.7 

 

$

 6,745.8 

 

$

 11,842.4 

 

$

 (10,812.4)

 

$

 27,795.5 

Total Assets (as of)

$

 17,981.3 

 

$

 3,104.5 

 

$

 8,019.3 

 

$

 13,256.7 

 

$

 (11,781.5)

 

$

 30,580.3 

Cash Flows Used for

 

 

 

 

 

 

 

 

 

 

 

 

Investments in Plant

$

 639.0 

 

$

 168.1 

 

$

 618.5 

 

$

 31.2 

 

$

 - 

 

$

 1,456.8 

Cash Flows Used for
Investments in Plant

$

 718.9 

 

$

 182.2 

 

$

 749.1 

 

$

 73.9 

 

$

 - 

 

$

 1,724.1 


 

For the Year Ended December 31, 2012

 

For the Year Ended December 31, 2014

 

Electric

 

Natural Gas

 

 

 

 

 

 

 

 

Eversource

Electric

 

Natural Gas

 

Electric

 

 

 

 

 

 

(Millions of Dollars)

(Millions of Dollars)

Distribution

 

Distribution

 

Transmission

 

Other

 

Eliminations

 

Total

(Millions of Dollars)

Distribution

 

Distribution

 

Transmission

 

Other

 

Eliminations

 

Total

Operating Revenues

Operating Revenues

$

 4,716.5 

 

$

 572.9 

 

$

 861.5 

 

$

 803.8 

 

$

 (680.9)

 

$

 6,273.8 

Operating Revenues

$

 5,663.4 

 

$

 1,007.3 

 

$

 1,018.2 

 

$

 790.9 

 

$

 (737.9)

 

$

 7,741.9 

Depreciation and Amortization

Depreciation and Amortization

 

 (530.3)

 

 (49.1)

 

 (109.2)

 

 (56.4)

 

 4.2 

 

 (740.8)

Depreciation and Amortization

 

 (384.6)

 

 (68.1)

 

 (150.5)

 

 (42.1)

 

 19.9 

 

 (625.4)

Other Operating Expenses

Other Operating Expenses

 

 (3,585.4)

 

 

 (445.2)

 

 

 (251.6)

 

 

 (817.0)

 

 

 684.4 

 

 

 (4,414.8)

Other Operating Expenses

 

 (4,366.2)

 

 

 (786.7)

 

 

 (302.1)

 

 

 (748.0)

 

 

 719.3 

 

 

 (5,483.7)

Operating Income/(Loss)

 

 600.8 

 

 78.6 

 

 500.7 

 

 (69.6)

 

 7.7 

 

 1,118.2 

Operating Income

 

 912.6 

 

 152.5 

 

 565.6 

 

 0.8 

 

 1.3 

 

 1,632.8 

Interest Expense

Interest Expense

 

 (165.6)

 

 (31.3)

 

 (96.7)

 

 (43.6)

 

 7.3 

 

 (329.9)

Interest Expense

 

 (191.6)

 

 (34.0)

 

 (104.1)

 

 (36.6)

 

 4.2 

 

 (362.1)

Interest Income

Interest Income

 

 2.8 

 

 - 

 

 0.4 

 

 7.1 

 

 (7.1)

 

 3.2 

Interest Income

 

 5.1 

 

 - 

 

 0.9 

 

 3.6 

 

 (3.6)

 

 6.0 

Other Income, Net

Other Income, Net

 

 8.9 

 

 0.4 

 

 7.3 

 

 795.0 

 

 (795.1)

 

 16.5 

Other Income, Net

 

 10.7 

 

 0.2 

 

 10.3 

 

 916.0 

 

 (918.6)

 

 18.6 

Income Tax (Expense)/Benefit

Income Tax (Expense)/Benefit

 

 (150.2)

 

 

 (16.9)

 

 

 (159.2)

 

 

 55.5 

 

 

 (4.1)

 

 

 (274.9)

Income Tax (Expense)/Benefit

 

 (269.7)

 

 

 (46.4)

 

 

 (174.5)

 

 

 22.3 

 

 

 - 

 

 

 (468.3)

Net Income

Net Income

 

 296.7 

 

 30.8 

 

 252.5 

 

 744.4 

 

 (791.3)

 

 533.1 

Net Income

 

 467.1 

 

 72.3 

 

 298.2 

 

 906.1 

 

 (916.7)

 

 827.0 

Net Income Attributable

 

 

 

 

 

 

 

 

 

 

 

 

to Noncontrolling Interests

 

 (4.4)

 

 

 - 

 

 

 (2.8)

 

 

 - 

 

 

 - 

 

 

 (7.2)

Net Income Attributable

 

 

 

 

 

 

 

 

 

 

 

 

to Controlling Interest

$

 292.3 

 

$

 30.8 

 

$

 249.7 

 

$

 744.4 

 

$

 (791.3)

 

$

 525.9 

Net Income Attributable
to Noncontrolling Interests

 

 (4.7)

 

 

 - 

 

 

 (2.8)

 

 

 - 

 

 

 - 

 

 

 (7.5)

Net Income Attributable
to Common Shareholders

$

 462.4 

 

$

 72.3 

 

$

 295.4 

 

$

 906.1 

 

$

 (916.7)

 

$

 819.5 

Total Assets (as of)

Total Assets (as of)

$

 18,047.3 

 

$

 2,717.4 

 

$

 6,187.7 

 

$

 18,832.6 

 

$

 (17,482.2)

 

$

 28,302.8 

Total Assets (as of)

$

 17,536.9 

 

$

 3,029.3 

 

$

 7,615.6 

 

$

 12,664.9 

 

$

 (11,106.3)

 

$

 29,740.4 

Cash Flows Used for

 

 

 

 

 

 

 

 

 

 

 

 

Investments in Plant

$

 611.7 

 

$

 148.7 

 

$

 663.6 

 

$

 48.3 

 

$

 - 

 

$

 1,472.3 

Cash Flows Used for
Investments in Plant

$

 645.2 

 

$

 176.7 

 

$

 731.6 

 

$

 50.2 

 

$

 - 

 

$

 1,603.7 


 

For the Year Ended December 31, 2011

 

For the Year Ended December 31, 2013

 

Electric

 

Natural Gas

 

 

 

 

 

 

 

 

Eversource

Electric

 

Natural Gas

 

Electric

 

 

 

 

 

 

(Millions of Dollars)

(Millions of Dollars)

Distribution

 

Distribution

 

Transmission

 

Other

 

Eliminations

 

Total

(Millions of Dollars)

Distribution

 

Distribution

 

Transmission

 

Other

 

Eliminations

 

Total

Operating Revenues

Operating Revenues

$

 3,343.1 

 

$

 430.8 

 

$

 635.4 

 

$

 541.3 

 

$

 (484.9)

 

$

 4,465.7 

Operating Revenues

$

 5,362.3 

 

$

 855.8 

 

$

 978.7 

 

$

 777.5 

 

$

 (673.1)

 

$

 7,301.2 

Depreciation and Amortization

Depreciation and Amortization

 

 (337.2)

 

 (27.7)

 

 (84.0)

 

 (16.8)

 

 2.5 

 

 (463.2)

Depreciation and Amortization

 

 (604.8)

 

 (66.7)

 

 (136.2)

 

 (62.2)

 

 10.2 

 

 (859.7)

Other Operating Expenses

Other Operating Expenses

 

 (2,637.4)

 

 

 (333.5)

 

 

 (188.2)

 

 

 (534.1)

 

 

 484.9 

 

 

 (3,208.3)

Other Operating Expenses

 

 (3,927.7)

 

 

 (659.4)

 

 

 (281.8)

 

 

 (715.0)

 

 

 671.8 

 

 

 (4,912.1)

Operating Income/(Loss)

 

 368.5 

 

 69.6 

 

 363.2 

 

 (9.6)

 

 2.5 

 

 794.2 

Operating Income

 

 829.8 

 

 129.7 

 

 560.7 

 

 0.3 

 

 8.9 

 

 1,529.4 

Interest Expense

Interest Expense

 

 (123.8)

 

 (21.0)

 

 (76.7)

 

 (33.7)

 

 4.8 

 

 (250.4)

Interest Expense

 

 (175.0)

 

 (33.1)

 

 (100.3)

 

 (35.5)

 

 5.2 

 

 (338.7)

Interest Income

Interest Income

 

 3.7 

 

 - 

 

 0.5 

 

 5.3 

 

 (5.3)

 

 4.2 

Interest Income

 

 4.1 

 

 - 

 

 0.7 

 

 5.4 

 

 (5.6)

 

 4.6 

Other Income, Net

Other Income, Net

 

 11.6 

 

 1.3 

 

 10.7 

 

 455.2 

 

 (455.3)

 

 23.5 

Other Income, Net

 

 12.9 

 

 0.8 

 

 10.9 

 

 858.9 

 

 (858.2)

 

 25.3 

Income Tax (Expense)/Benefit

Income Tax (Expense)/Benefit

 

 (67.6)

 

 

 (18.2)

 

 

 (95.6)

 

 

 14.3 

 

 

 (3.9)

 

 

 (171.0)

Income Tax (Expense)/Benefit

 

 (240.0)

 

 

 (36.5)

 

 

 (182.1)

 

 

 31.9 

 

 

 (0.2)

 

 

 (426.9)

Net Income

Net Income

 

 192.4 

 

 31.7 

 

 202.1 

 

 431.5 

 

 (457.2)

 

 400.5 

Net Income

 

 431.8 

 

 60.9 

 

 289.9 

 

 861.0 

 

 (849.9)

 

 793.7 

Net Income Attributable

 

 

 

 

 

 

 

 

 

 

 

 

to Noncontrolling Interests

 

 (3.3)

 

 

 - 

 

 

 (2.5)

 

 

 - 

 

 

 - 

 

 

 (5.8)

Net Income Attributable

 

 

 

 

 

 

 

 

 

 

 

 

to Controlling Interest

$

 189.1 

 

$

 31.7 

 

$

 199.6 

 

$

 431.5 

 

$

 (457.2)

 

$

 394.7 

Cash Flows Used for

 

 

 

 

 

 

 

 

 

 

 

 

Investments in Plant

$

540.7 

 

$

98.2 

 

$

388.9 

 

$

48.9 

 

$

 - 

 

$

 1,076.7 

Net Income Attributable
to Noncontrolling Interests

 

 (4.8)

 

 

 - 

 

 

 (2.9)

 

 

 - 

 

 

 - 

 

 

 (7.7)

Net Income Attributable
to Common Shareholders

$

 427.0 

 

$

 60.9 

 

$

 287.0 

 

$

 861.0 

 

$

 (849.9)

 

$

 786.0 

Cash Flows Used for
Investments in Plant

$

 639.0 

 

$

 168.1 

 

$

 618.5 

 

$

 31.2 

 

$

 - 

 

$

 1,456.8 




134



21.

GOODWILL


Eversource recorded approximately $3.2 billion of goodwill in connection with the 2012 merger with NSTAR and $0.3 billion of goodwill related to the acquisition of the parent of Yankee Gas in 2000.


Goodwill is not subject to amortization, however is subject to a fair value based assessment for impairment at least annually and whenever facts or circumstances indicate that there may be an impairment.  A resulting write-down, if any, would be charged to Operating Expenses.  Eversource's reporting units for the purpose of testing goodwill for impairment are Electric Distribution, Electric Transmission and Natural Gas Distribution.  These reporting units are consistent with the operating segments underlying the reportable segments identified in Note 20, "Segment Information," to the financial statements.  


The annual goodwill assessment included an evaluation of the Company's share price and credit ratings, analyst reports, financial performance, cost and risk factors, long-term strategy, growth and future projections, as well as macroeconomic, industry and market conditions.  Eversource completed its annual goodwill impairment test for each of its reporting units as of October 1, 2015 and determined that no impairment existed.  There were no events subsequent to October 1, 2015 that indicated impairment of goodwill.


There were no changes to the goodwill balance or the allocation of goodwill as of December 31, 2015 or 2014.  The following table presents goodwill by reportable segment:


 

 

 

As of December 31, 2015 and 2014

 

 

 

Electric

 

Electric

 

Natural Gas

 

 

 

(Billions of Dollars)

 

Distribution

 

Transmission

 

Distribution

 

Total

Goodwill

 

$

2.5 

 

$

0.6 

 

$

0.4 

 

$

3.5 


22.

VARIABLE INTEREST ENTITIES


The Company's variable interests outside of the consolidated group are not material and consist of contracts that are required by regulation and provide for regulatory recovery of contract costs and benefits through customer rates.  NU,Eversource, CL&P and NSTAR Electric hold variable interests in variable interest entities (VIEs) through agreements with certain entities that own single renewable energy or peaking generation power plants and with other independent power producers.  NU,Eversource, CL&P and NSTAR Electric do not control the activities that are economically significant to these VIEs or provide financial or other support to these VIEs.  Therefore, NU,Eversource, CL&P and NSTAR Electric do not consolidate any power plant VIEs.  




159



23.

SUBSEQUENT EVENTS


See Note 9, "Long-Term Debt," for information regarding the January 2014 Yankee Gas long-term debt issuance.  


See Note 3, "Regulatory Accounting," for information regarding the February 2014 PURA decision on CL&P’s request for approval to recover the restoration costs of the 2012 and 2011 major storms.


See Note 12C, "Commitments and Contingencies - Contractual Obligations - Yankee Companies," for information regarding a January 2014 letter received from the U.S. Department of Justice stating that the DOE will not appeal the court's final judgment on the Yankee Companies' lawsuits against the DOE.  




160



24.

QUARTERLY FINANCIAL DATA (UNAUDITED)


NU Consolidated Statements of Quarterly Financial Data

Quarter Ended

Eversource

Quarter Ended

(Millions of Dollars, except per share information)

March 31,

 

June 30,

 

September 30,

 

December 31,

2015 

 

2014 

2013

 

 

 

 

 

 

 

 

 

 

 

(Millions of Dollars, except

per share information)

March 31,

 

June 30,

 

September 30,

 

December 31,

 

March 31,

 

June 30,

 

September 30,

 

December 31,

$

 1,995.0 

 

$

 1,635.9 

 

$

 1,892.6 

 

$

 1,777.7 

$

 2,513.4 

 

$

 1,817.1 

 

$

 1,933.1 

 

$

 1,691.2 

 

$

 2,290.6 

 

$

 1,677.6 

 

$

 1,892.5 

 

$

 1,881.2 

Operating Income

 

 418.9 

 

 

 350.6 

 

 

 399.3 

 

 

 360.6 

 

 497.5 

 

 

 412.0 

 

 

 469.2 

 

 

 385.5 

 

 

 467.7 

 

 

 294.0 

 

 

 440.9 

 

 

 430.2 

Net Income

 

 230.0 

 

 

 173.1 

 

 

 211.4 

 

 

 179.2 

 

 255.1 

 

 

 209.4 

 

 

 237.8 

 

 

 183.7 

 

 

 237.8 

 

 

 129.2 

 

 

 236.5 

 

 

 223.6 

Net Income Attributable to Controlling Interest

 

 228.1 

 

 

 171.0 

 

 

 209.5 

 

 

 177.4 

Basic and Diluted EPS (a)

$

 0.72 

 

$

 0.54 

 

$

 0.66 

 

$

 0.56 

 

 

 

 

 

 

 

 

 

 

 

2012(1)

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

$

 1,099.6 

 

$

 1,628.7 

 

$

 1,861.5 

 

$

 1,684.0 

Operating Income

 

 214.4 

 

 

 159.5 

 

 

 412.9 

 

 

 331.4 

Net Income

 

 100.8 

 

 

 46.2 

 

 

 209.5 

 

 

 176.6 

Net Income Attributable to Controlling Interest

 

 99.3 

 

 

 44.3 

 

 

207.6 

 

 

 174.7 

Basic and Diluted EPS (a)

$

 0.56 

 

$

 0.15 

 

$

0.66 

 

$

 0.55 

Net Income Attributable

to Common Shareholders

 

 253.3 

 

 

 207.5 

 

 

 235.9 

 

 

 181.8 

 

 

 236.0 

 

 

 127.4 

 

 

 234.6 

 

 

 221.5 

Basic EPS (a)

$

 0.80 

 

$

 0.65 

 

$

 0.74 

 

$

 0.57 

 

$

 0.75 

 

$

 0.40 

 

$

 0.74 

 

$

 0.69 

Diluted EPS (a)

$

 0.80 

 

$

 0.65 

 

$

 0.74 

 

$

 0.57 

 

$

 0.74 

 

$

 0.40 

 

$

 0.74 

 

$

 0.69 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) The summation of quarterly EPS data may not equal annual data due to rounding.

(a) The summation of quarterly EPS data may not equal annual data due to rounding.

(a) The summation of quarterly EPS data may not equal annual data due to rounding.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statements of Quarterly Financial Data

Quarter Ended

Quarter Ended

2015 

 

2014 

(Millions of Dollars)

March 31,

 

June 30,

 

September 30,

 

December 31,

March 31,

 

June 30,

 

September 30,

 

December 31,

 

March 31,

 

June 30,

 

September 30,

 

December 31,

CL&P

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

$

 624.1 

 

$

 569.3 

 

$

 648.4 

 

$

 600.5 

Operating Income

 

 149.7 

 

 

 136.8 

 

 

 133.9 

 

 

 119.2 

Net Income

 

 85.0 

 

 

 67.9 

 

 

 66.3 

 

 

 60.2 

 

 

 

 

 

 

 

 

 

 

 

2012

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

$

 592.0 

 

$

 562.1 

 

$

 658.1 

 

$

 595.2 

$

 804.9 

 

$

 666.6 

 

$

 704.3 

 

$

 626.9 

 

$

 734.6 

 

$

 587.3 

 

$

 695.6 

 

$

 675.1 

Operating Income

 

 111.9 

 

 

 40.4 

 

 

 139.7 

 

 

 135.0 

 

 141.8 

 

 

 154.0 

 

 

 161.1 

 

 

 154.2 

 

 

 158.0 

 

 

 92.1 

 

 

 146.2 

 

 

 159.0 

Net Income

 

 54.0 

 

 

 6.9 

 

 

 74.9 

 

 

 73.9 

 

 69.2 

 

 

 78.8 

 

 

 80.2 

 

 

 71.2 

 

 

 79.3 

 

 

 37.4 

 

 

 83.9 

 

 

 87.2 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NSTAR Electric

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

$

 592.3 

 

$

 570.4 

 

$

 753.9 

 

$

 576.9 

Operating Income

 

 94.5 

 

 

 112.5 

 

 

 192.0 

 

 

 109.2 

Net Income

 

 48.1 

 

 

 58.0 

 

 

 107.0 

 

 

 55.4 

 

 

 

 

 

 

 

 

 

 

 

2012

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

$

 556.5 

 

$

 534.6 

 

$

 693.7 

 

$

 516.2 

$

 766.8 

 

$

 617.2 

 

$

 750.7 

 

$

 546.6 

 

$

 666.2 

 

$

 561.5 

 

$

 727.9 

 

$

 581.1 

Operating Income

 

 22.5 

 

 

 93.9 

 

 

 194.1 

 

 

 70.9 

 

 159.5 

 

 

 151.4 

 

 

 214.2 

 

 

 117.7 

 

 

 118.4 

 

 

 121.5 

 

 

 206.6 

 

 

 132.0 

Net Income

 

 3.9 

 

 

 45.5 

 

 

 106.8 

 

 

 34.0 

 

 83.6 

 

 

 82.0 

 

 

 118.6 

 

 

 60.3 

 

 

 58.1 

 

 

 60.1 

 

 

 115.6 

 

 

 69.3 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PSNH

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

$

 273.8 

 

$

 216.1 

 

$

 218.6 

 

$

 226.9 

Operating Income

 

 58.1 

 

 

 54.3 

 

 

 56.6 

 

 

 56.2 

Net Income

 

 29.0 

 

 

 27.2 

 

 

 28.4 

 

 

 26.8 

 

 

 

 

 

 

 

 

 

 

 

2012

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

$

 243.0 

 

$

 255.1 

 

$

 256.9 

 

$

 233.0 

$

 284.8 

 

$

 241.9 

 

$

 234.4 

 

$

 211.1 

 

$

 299.8 

 

$

 211.6 

 

$

 223.7 

 

$

 224.4 

Operating Income

 

 45.4 

 

 

 47.0 

 

 

 61.3 

 

 

 51.4 

 

 63.2 

 

 

 54.1 

 

 

 63.6 

 

 

 49.3 

 

 

 64.0 

 

 

 49.0 

 

 

 56.4 

 

 

 60.0 

Net Income

 

 21.3 

 

 

 21.2 

 

 

 27.2 

 

 

 27.2 

 

 32.0 

 

 

 27.9 

 

 

 32.5 

 

 

 22.0 

 

 

 32.6 

 

 

 24.1 

 

 

 28.2 

 

 

 29.0 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WMECO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

$

 125.0 

 

$

 115.0 

 

$

 121.8 

 

$

 110.9 

$

 152.9 

 

$

 125.2 

 

$

 125.1 

 

$

 114.9 

 

$

 137.4 

 

$

 108.3 

 

$

 118.1 

 

$

 129.6 

Operating Income

 

 35.6 

 

 

 32.4 

 

 

 28.9 

 

 

 22.4 

 

 28.6 

 

 

 28.9 

 

 

 30.0 

 

 

 28.0 

 

 

 34.7 

 

 

 17.7 

 

 

 31.2 

 

 

 34.0 

Net Income

 

 18.6 

 

 

 16.4 

 

 

 15.0 

 

 

 10.4 

 

 13.2 

 

 

 14.2 

 

 

 15.0 

 

 

 14.1 

 

 

 18.1 

 

 

 7.0 

 

 

 14.7 

 

 

 18.0 

 

 

 

 

 

 

 

 

 

 

 

2012

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

$

 114.0 

 

$

 106.8 

 

$

 112.5 

 

$

107.9 

Operating Income

 

 28.7 

 

 

 25.1 

 

 

 28.1 

 

 

 28.9 

Net Income

 

 14.2 

 

 

 11.1 

 

 

 14.1 

 

 

 15.1 


(1)

NSTAR amounts were included in NU beginning April 10, 2012.



161135



Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


No events that would be described in response to this item have occurred with respect to NU,Eversource, CL&P, NSTAR Electric, PSNH or WMECO.


Item 9A.

Controls and Procedures


Management, on behalf of NU,Eversource, CL&P, NSTAR Electric, PSNH and WMECO, is responsible for the preparation, integrity, and fair presentation of the accompanying Consolidated Financial Statements and other sections of this combined Annual Report on Form 10-K.  NU’sEversource's internal controls over financial reporting were audited by Deloitte & Touche LLP.    


Management, on behalf of NU,Eversource, CL&P, NSTAR Electric, PSNH and WMECO, is responsible for establishing and maintaining adequate internal controls over financial reporting.  The internal control framework and processes have been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.  There are inherent limitations of internal controls over financial reporting that could allow material misstatements due to error or fraud to occur and not be prevented or detected on a timely basis by employees during the normal course of business.  Additionally, internal controls over financial reporting may become inadequate in the future due to changes in the business environment.  Under the supervision and with the participation of the principal executive officersofficer and principal financial officer, an evaluation of the effectiveness of internal controls over financial reporting was conducted based on criteria established inInternal Control - Integrated Framework(1992 Framework)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Based on this evaluation under the framework in COSO, management concluded that internal controls over financial reporting at NU,Eversource, CL&P, NSTAR Electric, PSNH and WMECO were effective as of December 31, 2013.2015.


Management, on behalf of NU,Eversource, CL&P, NSTAR Electric, PSNH and WMECO, evaluated the design and operation of the disclosure controls and procedures as of December 31, 20132015 to determine whether they are effective in ensuring that the disclosure of required information is made timely and in accordance with the Securities Exchange Act of 1934 and the rules and regulations of the SEC.  This evaluation was made under management's supervision and with management's participation, including the principal executive officersofficer and principal financial officer as of the end of the period covered by this Annual Report on Form 10-K.  There are inherent limitations of disclosure controls and procedures, including the possibility of human error and the circumventing or overriding of the controls and procedures.  Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.  The principal executive officersofficer and principal financial officer have concluded, based on their review, that the disclosure controls and procedures of NU,Eversource, CL&P, NSTAR Electric, PSNH and WMECO are effective to ensure that information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized, and reported within the time periods specified in SEC rules and regulations and (ii) is accumulated and communicated to management, including the principal executive officersofficer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.


There have been no changes in internal controls over financial reporting for NU,Eversource, CL&P, NSTAR Electric, PSNH and WMECO during the quarter ended December 31, 20132015 that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.


On April 10, 2012, NSTAR became a direct wholly owned subsidiary of NU.  NU continues to combine and consolidate systems, operations and functions as part of ongoing integration efforts and continues to review controls pursuant to Section 404 of the Sarbanes-Oxley Act of 2002.  See Note 2, "Merger of NU and NSTAR," to the Combined Notes to the Consolidated Financial Statements in this Annual Report on Form 10-K for additional information regarding the merger.


Item 9B.

Other Information


No information is required to be disclosed under this item as of December 31, 2013,2015, as this information has been previously disclosed in applicable reports on Form 8-K during the fourth quarter of 2013.2015.



























































































162136





PART III


Item 10.

Directors, Executive Officers and Corporate Governance


The information in Item 10 is provided as of February 15, 2014,16, 2016, except where otherwise indicated.


Certain information required by this Item 10 is omitted for NSTAR Electric, PSNH and WMECO pursuant to Instruction I(2)(c) to Form 10-K, Omission of Information by Certain Wholly Owned Subsidiaries.


NUEversource Energy


In addition to the information provided below concerning the executive officers of NU,Eversource Energy, incorporated herein by reference is the information to be contained in the sections captioned "Election of Trustees," "Governance of Northeast Utilities"Eversource Energy" and the related subsections, "Selection of Trustees," and "Section 16(a) Beneficial Ownership Reporting Compliance" of NU'sEversource Energy's definitive proxy statement for solicitation of proxies, expected to be filed with the SEC on or about March 21, 2014.24, 2016.  


NUEversource Energy and CL&P


Each member of CL&P’s Board of Directors is an employee of CL&P, NUEversource Energy or an affiliate.  Directors are elected annually to serve for one year until their successors are elected and qualified.  


Set forth below is certain information as of February 15, 201416, 2016 concerning CL&P’s Directors and NU’sEversource Energy’s and CL&P’s executive officers:  


Name

 

Age

 

Title

Thomas J. May

 

6668

 

Chairman of the Board, President and Chief Executive Officer of NU;Eversource Energy and Eversource Service; Chairman and a Director of the Regulated companies, including CL&P.&P

James J. Judge

 

5860

 

Executive Vice President and Chief Financial Officer of NUEversource Energy and Executive Vice President and Chief Financial Officer and a Director of Eversource Service and the Regulated companies; Director ofcompanies, including CL&P.&P

Leon J. Olivier

 

6567

Executive Vice President-Enterprise Energy Strategy and Business Development of Eversource Energy and Eversource Service

David R. McHale1

55

Executive Vice President and Chief Administrative Officer of Eversource Energy and  Eversource Service

Werner J. Schweiger

56

 

Executive Vice President and Chief Operating Officer of NU;Eversource Energy and Eversource Service; Chief Executive Officer and a Director of the Regulated companies; Director ofcompanies, including CL&P.

David R. McHale

53

Executive Vice President and Chief Administrative Officer of NU and the Regulated companies; Director of CL&P.&P

Gregory B. Butler

 

5658

 

Senior Vice President and General Counsel of Eversource Energy and Secretary of NU;Eversource Service; Senior Vice President and General Counsel and a Director of the Regulated companies; Director ofcompanies, including CL&P.&P

Christine M. Carmody12

 

5153

 

Senior Vice President-Human Resources of NUSCO and the Regulated companies; Director of CL&P.Eversource Service

Joseph R. Nolan, Jr. 12

 

5052

 

Senior Vice President-Corporate Relations of NUSCO and the Regulated companies; Director of CL&P.

Werner J. Schweiger1

54

President-Electric Distribution of NUSCO; Director of CL&P

William P. Herdegen III2

59

President and Chief Operating Officer and a Director of CL&P.Eversource Service

Jay S. Buth

 

4446

 

Vice President, Controller and Chief Accounting Officer of NUEversource Energy, Eversource Service and the Regulated companies.companies, including CL&P  


1

Deemed an executive officer of NUCL&P pursuant to Rule 3b-7 under the Securities Exchange Act of 1934.

2

Mr. Herdegen is the President and Chief Operating Officer and Director of CL&P and is thereforeDeemed an executive officer solely of Eversource Energy and CL&P.&P pursuant to Rule 3b-7 under the Securities Exchange Act of 1934.


Thomas J. May.  Mr. May has served as Chairman of the Board of NUEversource Energy since October 10, 2013, and as President and Chief Executive Officer and as a Trustee of NU;Eversource Energy; as Chairman and a Director of CL&P, NSTAR Electric, NSTAR Gas, PSNH, WMECO and Yankee Gas; and as Chairman, President and Chief Executive Officer and a Director of NUSCOEversource Service since April 10, 2012.  Mr. May has served as a Director of NSTAR Electric and NSTAR Gas (or their predecessor companies) since September 27, 1999.  Previously, Mr. May previously served as Chairman, President and Chief Executive Officer and a Trustee of NSTAR, and as Chairman, President and Chief Executive Officer of NSTAR Electric and NSTAR Gas until April 10, 2012.  He served as Chairman, Chief Executive Officer and a Trustee since NSTAR was formed in 1999, and was elected President in 2002.  Mr. May has served as Chairman of the Board and President of Northeast UtilitiesEversource Energy Foundation, Inc. since October 15, 2013, and has served as a Director of Northeast UtilitiesEversource Energy Foundation, Inc. since April 10, 2012.  He previously served as President of Eversource Energy Foundation, Inc. from October 15, 2013 to September 29, 2014.  He has served as a Trustee of the NSTAR Foundation since August 18, 1987.  


James J. Judge. Mr. Judge has served as Executive Vice President and Chief Financial Officer of NU,Eversource Energy, CL&P, NSTAR Electric, NSTAR Gas, PSNH, WMECO, Yankee Gas and NUSCO since April 10, 2012.  Mr. Judge has servedEversource Service and as a Director of CL&P, PSNH, WMECO, Yankee Gas and NUSCOEversource Service since April 10, 2012.  He has served as a Director2012 and of NSTAR Electric and NSTAR Gas since September 27, 1999.  Previously, Mr. Judge served as Senior Vice President and Chief Financial Officer of NSTAR, NSTAR Electric and NSTAR Gas from 1999 until April 2012.  Mr. Judge has served as Treasurer and as a Director of Northeast UtilitiesEversource Energy Foundation, Inc. since April 10, 2012.  He has served as a Trustee of the NSTAR Foundation since December 12, 1995.  




163



Leon J. Olivier.  Mr. Olivier has served as Executive Vice President-Enterprise Energy Strategy and Business Development of Eversource Energy since September 2, 2014 and as a Director of Eversource Service since January 17, 2005.  Mr. Olivier previously served as Executive Vice President



137



and Chief Operating Officer of NUEversource Energy and NUSCO sinceEversource Service from May 13, 2008.  He became2008 until September 2, 2014, and as Chief Executive Officer of NSTAR Electric and NSTAR Gas onfrom April 10, 2012.  Mr. Olivier has served as Chief Executive Officer2012 until August 11, 2014, of CL&P, PSNH, WMECO and Yankee Gas sincefrom January 15, 2007.  Mr. Olivier has served2007 to September 29, 2014, and of CL&P from September 10, 2001 to September 29, 2014, and as a Director of NSTAR Electric and NSTAR Gas sincefrom November 27, 2012 to September 29, 2014, of PSNH, WMECO and Yankee Gas sincefrom January 17, 2005 to September 29, 2014, and of CL&P effectivefrom September 10, 2001.2001 to September 29, 2014.   Previously, Mr. Olivier served as Executive Vice President-Operations of NUEversource Energy from February 13, 2007 to May 12, 2008.  He has served as a Director of Eversource Energy Foundation, Inc. since April 1, 2006.  Mr. Olivier has served as a Trustee of the NSTAR Foundation since April 10, 2012.  He has served as a Director of Northeast Utilities Foundation, Inc. since April 1, 2006.  


David R. McHale.  Mr. McHale has served as Executive Vice President and Chief Administrative Officer of NU,Eversource Energy and Eversource Service since April 10, 2012 and as a Director of Eversource Service since January 1, 2005.  Mr. McHale previously served as Executive Vice President and Chief Administrative Officer of CL&P, NSTAR Electric, NSTAR Gas, PSNH, WMECO and Yankee Gas and NUSCO sincefrom April 10, 2012.  Mr. McHale has served2012 to September 29, 2014 and as a Director of NSTAR Electric and NSTAR Gas sincefrom November 27, 2012 to September 29, 2014, of PSNH, WMECO and Yankee Gas and NUSCO sincefrom January 1, 2005 to September 29, 2014, and of CL&P sincefrom January 15, 2007.2007 to September 29, 2014.  Previously, Mr. McHale served as Executive Vice President and Chief Financial Officer of NU,Eversource Energy, CL&P, PSNH, WMECO, Yankee Gas and NUSCOEversource Service from January 2009 to April 2012, and as Senior Vice President and Chief Financial Officer of NU,Eversource Energy, CL&P, PSNH, WMECO, Yankee Gas and NUSCOEversource Service from January 2005 to December 2008.  He has served as a Director of Eversource Energy Foundation, Inc. since January 1, 2005.  Mr. McHale has served as a Trustee of the NSTAR Foundation since April 10, 2012.  


Werner J. Schweiger.  Mr. Schweiger has served as Executive Vice President and Chief Operating Officer of Eversource Energy since September 2, 2014 and of Eversource Service since August 11, 2014, and as President of CL&P since June 2, 2015 and as Chief Executive Officer of CL&P, NSTAR Electric, NSTAR Gas, PSNH, WMECO and Yankee Gas since August 11, 2014, and as a Director of Eversource Service, NSTAR Gas and Yankee Gas since September 29, 2014 and of CL&P, PSNH, NSTAR Electric and WMECO since May 28, 2013.  He previously served as President-Electric Distribution of Eversource Service from January 16, 2013 until August 11, 2014 and as President of NSTAR Electric from April 10, 2012 until January 16, 2013 and as a Director of NSTAR Electric from November 27, 2012 to January 16, 2013.  From February 27, 2002 until April 10, 2012, Mr. Schweiger was Senior Vice President-Operations of NSTAR Electric and NSTAR Gas.  Mr. Schweiger has served as a Director of Northeast UtilitiesEversource Energy Foundation, Inc. since January 1, 2005.September 29, 2014.  He has served as a Trustee of the NSTAR Foundation since September 29, 2014.


Gregory B. Butler.  Mr. Butler has served as Senior Vice President General Counsel and Secretary of NU and Senior Vice President and General Counsel of Eversource Energy since May 1, 2014, of NSTAR Electric, and NSTAR Gas since April 10, 2012.  He has served as Senior Vice President2012, and General Counsel of CL&P, PSNH, WMECO, Yankee Gas and NUSCOEversource Service since March 9, 2006.  Mr. Butler has served as a Director of NSTAR Electric and NSTAR Gas since April 10, 2012.  He has served as a Director2012, of NUSCOEversource Service since November 27, 2012, and of CL&P, PSNH, WMECO and Yankee Gas since April 22, 2009.  Previously Mr. Butler previously served as Senior Vice President, General Counsel and Secretary of Eversource Energy from April 10, 2012 until May 1, 2014, and as Senior Vice President and General Counsel of NUEversource Energy from December 1, 2005 to April 10, 2012.  Mr. ButlerHe has served as a Director of Eversource Energy Foundation, Inc. since December 1, 2002.  He has been a Trustee of the NSTAR Foundation since April 10, 2012.  He has served as a Director of Northeast Utilities Foundation, Inc. since December 1, 2002.  


Christine M. Carmody.  Ms. Carmody has served as Senior Vice President-Human Resources of NUSCOEversource Service since April 10, 2012 and as a Director of Eversource Service since November 27, 2012.  Ms. Carmody previously served as Senior Vice President-Human Resources of CL&P, PSNH, WMECO and Yankee Gas sincefrom November 27, 2012.  She has served as Senior Vice President-Human Resources2012 to September 29, 2014, and of NSTAR Electric and NSTAR Gas sincefrom August 1, 2008.  Ms. Carmody has served2008 to September 29, 2014, and as a Director of CL&P, PSNH, WMECO and Yankee Gas sincefrom April 10, 2012 to September 29, 2014 and of NSTAR Electric and NSTAR Gas and NUSCO sincefrom November 27, 2012.2012 to September 29, 2014.  Previously, Ms. Carmody served as Vice President-Organizational Effectiveness of NSTAR, NSTAR Electric and NSTAR Gas from June 2006 to August 2008.  Ms. Carmody has served as a Director of Northeast UtilitiesEversource Energy Foundation, Inc. since April 10, 2012.  She has served as a Trustee of the NSTAR Foundation since August 1, 2008.


Joseph R. Nolan, Jr.  Mr. Nolan has served as Senior Vice President-Corporate Relations of NSTAR Electric, NSTAR Gas and NUSCOEversource Service since April 10, 2012 and as a Director of Eversource Service since November 27, 2012.  He hasMr. Nolan previously served as Senior Vice President-Corporate Relations of NSTAR Electric and NSTAR Gas from April 10, 2012 to September 29, 2014, and of CL&P, PSNH, WMECO and Yankee Gas sincefrom November 27, 2012.  Mr. Nolan has served2012 to September 29, 2014, as a Director of CL&P, PSNH, WMECO and Yankee Gas sincefrom April 10, 2012 to September 29, 2014 and of NSTAR Electric and NSTAR Gas and NUSCO sincefrom November 27, 2012.2012 to September 29, 2014.  Previously, Mr. Nolan served as Senior Vice President-Customer & Corporate Relations of NSTAR, NSTAR Electric and NSTAR Gas from 2006 until April 10, 2012.  Mr. Nolan has served as a Director of Northeast UtilitiesEversource Energy Foundation, Inc. since April 10, 2012, and has served as Executive Director of Northeast UtilitiesEversource Energy Foundation, Inc. since October 15, 2013.  He has served as a Trustee of the NSTAR Foundation since October 1, 2000.


Werner J. Schweiger.  Mr. Schweiger has served as President-Electric Distribution of NUSCO since January 16, 2013.  Mr. Schweiger was elected a Director of CL&P, PSNH, NSTAR Electric and WMECO effective May 28, 2013.  Previously, Mr. Schweiger served as President of NSTAR Electric from April 10, 2012 until January 16, 2013 and as a Director of NSTAR Electric from November 27, 2012 to January 16, 2013, From February 27, 2002 until April 10, 2012, Mr. Schweiger served as Senior Vice President-Operations of NSTAR Electric and NSTAR Gas.  


William P. Herdegen III.  Mr. Herdegen has served as President and Chief Operating Officer and as a Director of CL&P since September 11, 2012.  Previously, Mr. Herdegen served as Vice President of Transmission and Distribution Engineering and Operations for Kansas City Power & Light Company from 2008 until his retirement on September 7, 2012; as Vice President, Distribution and Customer Operations from 2005 to 2008; and as Vice President, Distribution Operations from 2001 to 2005.  Mr. Herdegen began his utility career at Commonwealth Edison, where he held various positions, including Vice President, Engineering, Construction and Maintenance, corporate project manager, operations manager, business unit supply manager, district manager, and field engineer.


Jay S. Buth.  Mr. Buth has served as Vice President, Controller and Chief Accounting Officer of NU,Eversource Energy, CL&P, NSTAR Electric, NSTAR Gas, PSNH, WMECO, Yankee Gas and NUSCOEversource Service since April 10, 2012.  Previously, Mr. Buth served as Vice President-Accounting and Controller of NU,Eversource Energy, CL&P, PSNH, WMECO, Yankee Gas and NUSCOEversource Service from June 2009 until April 10, 2012.  From June 2006 through January 2009, Mr. Buth served as the Vice President and Controller for New Jersey Resources Corporation, an energy services holding company that provides natural gas and wholesale energy services, including transportation, distribution and asset management.


There are no family relationships between any director or executive officer and any other trustee, director or executive officer of NUEversource Energy or CL&P and none of the above executive officers or directors serves as an executive officer or director pursuant to any agreement or understanding with any other person.  Our executive officers hold the offices set forth opposite their names until the next annual meeting of the Board of Trustees, in the case of NU,Eversource Energy, and the Board of Directors, in the case of CL&P, and until their successors have been elected and qualified.  




164



CL&P obtains audit services from the independent registered public accounting firm engaged by the Audit Committee of NU'sEversource Energy's Board of Trustees.  CL&P does not have its own audit committee or, accordingly, an audit committee financial expert.  CL&P relies on NU’sEversource Energy’s audit committee and the audit committee experts.  financial expert.  



138




CODE OF ETHICS AND STANDARDSCODE OF BUSINESS CONDUCT


Each of NU,Eversource Energy, CL&P, NSTAR Electric, PSNH and WMECO has adopted a Code of Ethics for Senior Financial Officers (Chief Executive Officer, Chief Financial Officer and Controller) and the Code of Business Conduct, which are applicable to all Trustees, directors, officers, employees, contractors and agents of NU,Eversource Energy, CL&P, NSTAR Electric, PSNH and WMECO.  The Code of Ethics and the Code of Business Conduct have both been posted on the NUEversource Energy web site and are available at www.nu.com/www.eversource.com/Content/general/about/investors/corporate_gov/default.aspcorporate-governance on the Internet.  Any amendments to or waivers from the Code of Ethics and Code of Business Conduct for executive officers, directors or Trustees will be posted on the website.  Any such amendment or waiver would require the prior consent of the Board of Trustees or an applicable committee thereof.


Printed copies of the Code of Ethics and the Code of Business Conduct are also available to any shareholder without charge upon written request mailed to:


Richard J. Morrison

Assistant Secretary

Northeast UtilitiesEversource Energy

P.O. Box 270800 Boylston Street, 17th Floor

Hartford, CT 06141


Boston, Massachusetts 02199-7050



























































































165139




Item 11.

Executive Compensation


NUEversource Energy


The information required by this Item 11 for NUEversource Energy is incorporated herein by reference to certain information contained in NU’sEversource Energy's definitive proxy statement for solicitation of proxies, which is expected to be filed with the SEC on or about March 21, 2014,24, 2016, under the sections captioned "Compensation Discussion and Analysis"Analysis," plus the related subsections, and "Compensation Committee Report"Report," plus the related subsections following such Report.


NSTAR ELECTRIC, PSNH and WMECO


Certain information required by this Item 11 has been omitted for NSTAR Electric, PSNH and WMECO pursuant to Instruction I(2)(c) to Form 10-K, Omission of Information by Certain Wholly Owned Subsidiaries.


CL&P


The information in this Item 11 relates solely to CL&P.


COMPENSATION DISCUSSION AND ANALYSIS


CL&P is a wholly-owned subsidiary of NU.Eversource Energy.  Its board of directors consists entirely of executive officers of NUEversource Energy system companies.  CL&P does not have a compensation committee, and the Compensation Committee of NU’sEversource Energy's Board of Trustees determines compensation for the executive officers of CL&P, including their salaries, annual incentive awards and long-term incentive awards.  All of CL&P’s&P's "Named Executive Officers," as defined below, also serve as officers of NUEversource Energy and one or more other subsidiaries of NU.Eversource Energy.  Compensation set by the Compensation Committee of NUEversource Energy (the "Committee") and set forth herein is for services rendered to NUEversource Energy and its subsidiaries by such officers in all capacities.


The purpose of thisThis Compensation Discussion and Analysis is to provide("CD&A") provides information about NU’sthe principles behind Eversource Energy's compensation objectives, plans, policies and policiesactions for the Named Executive Officers.  The discussion describes the specific components of the compensation program, how NUEversource Energy measures performance, and how those principles were applied to compensation awards and decisions that were made by the Compensation Committee in 2013 for the Named Executive Officers, as presented in the tables and narratives that follow. While the followingthis discussion focuses primarily on 20132015 information, it also addresses decisions that were made in other periods to the extent that these decisions are relevant to the full understanding of ourthe compensation program and the specific awards that were made for performance in 2013.2015.  The CD&A also contains a summary of 2015 performance, an assessment of the performance and the compensation awards made by the Compensation Committee, and other information relating to the Eversource Energy compensation program, including:


Pay for Performance


The Committee follows a philosophy of linking the Named Executive Officers’ compensation to performance that will ultimately benefit our customers and shareholders.  The intent of NU’s compensation program is to attract and retain the best executive talent, to motivate the executives to meet or exceed specific stretch financial and organizational goals set each year and to compensate our Named Executive Officers in a manner that aligns compensation directly with performance.  NU strives to provide executives with base salary, performance-based annual incentive compensation and long-term incentive compensation opportunities that are competitive with market practices.  With respect to incentive compensation, the Committee believes it is important to balance short-term goals, such as generating earnings, with longer term goals, such as long-term value creation, maintaining a strong balance sheet, system reliability and excellent customer service.

·

Pay for Performance Philosophy

·

Description of the Long Term Incentive Program, Grants and Performance Plan Results

·

Executive Compensation Governance

·

Disclosure of the:

·

The Named Executive Officers

·

Clawback and No Hedging and Pledging Policies

·

Overview of the Compensation Program

·

Share Ownership Guidelines

·

Market Analysis

·

Other Benefits

·

Elements of 2015 Compensation

·

Contractual Agreements

·

2015 Annual Incentive Program

·

Tax and Accounting Considerations

·

2015 Assessment of Financial and Operational Performance

·

Equity Grant Practices

·

Performance Goal Assessment Matrix


Summary of 20132015 Performance


In 2013, NU completed its first full year operating as a combined company following one of the most significant2015, Eversource Energy achieved positive overall financial results and successful mergers in the utility industry in 2012.  As a result of the merger, NU has become larger, more diverse and better positioned to provide value to its customers and shareholders.  NU met or exceeded many challenging financial andvery strong operational goals established at the beginning of 2013.performance results.  The following is a summary of some of the most important accomplishments in 2013:2015:


Financial HighlightsAccomplishments


NU’s 2013Eversource Energy's 2015 recurring earnings were $2.53$2.81 per share, an 11excluding merger related costs, a 6 percent increase over 2012 results, excluding merger and related settlement costs, exceeded our challenging earnings per share goal of $2.502014 results.


NU achievedEversource Energy continued to achieve operations and maintenance costexpense reductions through successful integration activities, resulting in a 3.2 percent reduction in operatingprocess simplification and redesign and careful spending.  Utility operations and maintenance expenses from 2012, while continuing excellent operating performancewere below 2014 levels.


NUEversource Energy increased its 2015 dividend to $1.47$1.67 per share, a 7.16.4 percent increase and nearly doubleover 2014, continuing to significantly outperform the industry average dividend growth of 3.7 percentEEI Index.


For 2013, NU deliveredEversource Energy's total shareholder return of 12.3 percent,in 2015 exceeded the fifth straight year of double-digit total shareholder return  

As set forth inEEI Index and was slightly below the table below, NU’s cumulative total shareholder returns of 47.0 percent, 110.3 percent, 194.5 percent and 313.8 percent over the pastS&P 500.  The three-, five-, 10- and 15-year periods outperformed10-year shareholder return continued to outperform the utility industry over those same periodsEEI Index.  




166140



Earnings.  Eversource Energy's 2013-2015 recurring earnings per share have grown 7.2 percent, consistent with guidance and well above the utility industry average.  A reconciliation between reported earnings per share and the recurring earnings per share presented above appears under the caption entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations - Overview" in this Annual Report on Form 10-K for the fiscal year ended December 31, 2015.  Recurring earnings per share presented above for all years exclude merger-related costs.


 

Total Shareholder Return

 

2013

3-Year

5-Year

10-Year

15-Year

NU

12.3%

47.0%

110.3%

194.5%

313.8%

EEI (Utility) Index

13.0%

38.4%

64.0%

143.9%

182.1%

S&P 500

32.4%

56.8%

128.2%

104.3%

98.5%


Dividends.  Eversource Energy's Board of Trustees increased the annual dividend rate by 6.4 percent for 2015 to $1.67 per share, twice the Edison Electric Institute (EEI) Index of approximately 50 U.S. utilities' dividend growth rate of 3.2 percent.  Dividend growth rate for the period 2013-2015 has totaled 8.2 percent, in line with earnings per share growth and well ahead of the utility industry average.



Total Shareholder Return. Eversource Energy's Total Shareholder Return for 2015 outperformed the EEI Index companies for 2015 and Eversource Energy's Total Shareholder Return outperformed the EEI Index companies and the S&P 500 over the five-year period.  An investment of $1,000 in Eversource Energy common shares at the beginning of the five-year period beginning January 1, 2011 was worth $1,890 on December 31, 2015.



Operational HighlightsAccomplishments


NU’sEversource Energy's overall electric system performance in 20132015 was its best on record and continues to represent top quartile utility industry performance.


NU’sEversource Energy's Massachusetts subsidiaries, NSTAR Electric Company, NSTAR Gas Company and Western Massachusetts Electric Company, each met or exceeded Service Quality Index performance targets established by Massachusetts regulators, which is the only state we serveEversource Energy serves that has specificsuch performance targetstargets.




141



Eversource Energy met or exceeded established goals in safety performance, response to gas service calls, and new gas service connections.


NU continuedEversource Energy achieved the processgoal of streamlininghaving 34 percent of new hires and fully integrating business processes acrosspromotions within the company, including standardizing system design, equipmentsupervisor and operatingabove management group be women and maintenance practicespeople of color.


Eversource Energy's operating performance continues to be strong.  This is the result of the ongoing implementation of best practices, focused spending on reliability improvements to reduce the number and length of outages, and performing work safely each and every day.

Performance relating

Reliability.  Eversource Energy's Electric System Reliability, which is measured by months between interruptions and average time to electric system reliability, restoration, calls answered on-time, energy efficiency and safety all exceeded targetsrestore power, was in the top quartile of industry peers; on average, customers experienced an outage every 16.6 months during 2015.  The average time to restore power continues to decrease significantly, from 104.1 minutes in 2012 to 71.6 minutes in 2015.


Safety.  Safety performance measured by days away or restricted time per 100 workers continued to improve for the fourth straight year, from 1.9 in 2012 to 1.2 in 2015.




Achievement of the 20132015 performance goals and additional accomplishments and the Committee’sCompensation Committee's assessment of companythe performance of Eversource Energy and executive performanceits executives are more fully described in the section of this report titled "2013"2015 Annual Incentive Program."  Specific decisions regarding executive compensation based upon the Committee’sCommittee's assessment of companythe performance of Eversource Energy and executive performanceits executives and market data are described in this Compensation Discussion and Analysis ("CD&A") as set forth below.


NAMED EXECUTIVE OFFICERSPay for Performance


The Committee links the Named Executive Officers' compensation to performance that will ultimately benefit customers and shareholders of Eversource Energy.  Eversource Energy's compensation program is intended to attract and retain the best executive talent, motivate executives to meet or exceed specific stretch financial and operational goals set each year, and compensate executives in a manner that aligns compensation directly with performance.  Eversource Energy strives to provide executives with base salary, performance-based annual incentive compensation and long-term incentive compensation opportunities that are competitive with market practices and that reward excellent performance.  


Executive Compensation Governance


·

The Compensation Committee annually assesses the independence of its compensation consultant, Pay Governance LLC ("Pay Governance"), which is retained directly by the Committee, performs no other consulting or other services for the Company, and has no relationship with the Company that could result in a conflict of interest.  The Committee has concluded that Pay Governance is independent and that no conflict of interest exists between Pay Governance and the Company.




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·

Eversource Energy executive and Trustee share ownership and holding guidelines noted in this CD&A emphasize the importance of share ownership.  Under the share ownership guidelines, Eversource Energy requires executives to hold the net shares awarded under the stock compensation program until the share ownership guidelines have been met.  In addition, 100 percent of Trustee stock compensation is deferred and not distributed until the Trustee's retirement from the Eversource Energy Board.


·

The Compensation Committee has a policy that requires executives to reimburse Eversource Energy for incentive compensation received if earnings were subsequently required to be restated as a result of noncompliance with accounting rules caused by fraud or misconduct.  


·

Eversource Energy has discontinued the use of "gross ups" in all new or materially amended executive compensation agreements.


·

The Compensation Committee approved a policy that prohibits all Eversource Energy Trustees and executives from purchasing financial instruments or otherwise entering into any transactions that are designed to have the effect of hedging or offsetting any decrease in the market value of Eversource Energy common shares.  This policy also prohibits all pledges, derivative transactions or short sales involving Eversource Energy common shares or the holding of any Eversource Energy common shares in a margin account.


·

Employment agreements provide for "double trigger" change of control acceleration of awards assumed by the surviving company.  


Named Executive Officers


The executive officers of CL&P listed in the Summary Compensation Table in this Item 11 whose compensation is discussed in this CD&A are CL&P’s Chief Executive Officer (CEO)&P's principal executive officer during 2015 (Mr. Schweiger), Executive Vice President and Chief Financial Officer (CFO),principal financial officer (Mr. Judge) and the three other most highly compensated executive officers other than CL&P’s CEOthe principal executive officer and CFO who wereprincipal financial officer serving as executive officers at the end of 2013on December 31, 2015 (Messrs. May, McHale, and Butler) (collectively, referred to as the "Named Executive Officers" or "NEOs").  Each Named Executive OfficerNEO of CL&P also serves as an executive officer of NUEversource Energy and one or more other subsidiaries of NU.Eversource Energy.  Compensation for suchthe NEOs discussed in this CD&A was paid for all services provided by such individuals in all capacities to NUEversource Energy and its subsidiaries.  For 2013,2015, CL&P’s&P's NEOs are:


·

Leon J. Olivier, Chief Executive Officer of CL&P


·

James J. Judge, Executive Vice President and Chief Financial Officer


·

Thomas J. May, Chairman of the Board, President and Chief Executive Officer of NU;Eversource Energy; Chairman of the Board of CL&P


·

James J. Judge, Executive Vice President and Chief Financial Officer of Eversource Energy and CL&P

·

Werner J. Schweiger, Executive Vice President and Chief Operating Officer of Eversource Energy; Chief Executive Officer of CL&P

·

David R. McHale, Executive Vice  President and Chief Administrative Officer


of Eversource Energy and CL&P

·

Gregory B. Butler, Senior Vice President General Counsel and Secretary of NU; Senior Vice President and General Counsel of Eversource Energy and CL&P


OVERVIEW OF OUR COMPENSATION PROGRAMOverview of the Compensation Program


The Role of the Compensation Committee.  The NUEversource Energy Board of Trustees has delegated to the Compensation Committee overall responsibility for establishing the compensation program for allthose senior executive officers, includingwho are referred to in this Compensation Discussion and Analysis as "executives" and who under the Named Executive Officers.SEC's regulations are deemed to be "officers."  In this role, the Committee sets compensation policy and compensation levels, reviews and approves performance goals and evaluates executive performance.  Although this discussion and analysis refers principally to compensation for the Named Executive Officers, the same compensation principles and practices generally apply to all executive officers.executives.  The compensation of NU’sEversource Energy's Chief Executive Officer is subject to the further review and approval of the independent Trustees.


Elements of Compensation.  Total direct compensation consists of three elements: base salary, annual cash incentive awards and long-term equity-based incentive awards.  Indirect compensation is provided through certain retirement, perquisite, severance, and health and welfare benefit programs.  


NU’sEversource Energy's Compensation Objectives.  The objectives of NU’sEversource Energy's compensation program are to attract and retain superior executive talent, motivate executives to achieve short-termannual and long-term performance goals set each year, and provide total compensation opportunities that are competitive with market practices.  With respect to incentive compensation, the Committee believes it is important to balance short-term goals, such as producing earnings, with longer-term goals, such as creating long-term value creation and maintaining a strong balance sheet.  The Committee also places great emphasis on system reliability and superior customer service.  NU’sEversource Energy's compensation program utilizes performance-based incentive compensation to reward individual and corporate performance and to align the interests of executives with the company’sEversource Energy's customers and shareholders.  The Committee continually increases expectations to motivate



167



executives and employees to achieve continuous improvement in discharging NU’scarrying out their responsibilities to its customers to providedeliver energy services reliably, safely, with respect for the environment and our employees, and at a reasonable cost, while providing an above-average total shareholder return to itsEversource Energy's shareholders.


Setting Compensation Levels.  In order toTo ensure that NUEversource Energy achieves its goal of providing market-based compensation levels to attract and retain top quality management, the Committee provides executive officersexecutives with target compensation opportunities over time approximately equal to median compensation levels for executive officers of companies comparable to us.Eversource Energy.  To achieve that goal, the Committee and its independent compensation consultant Pay Governance LLC (Pay Governance), work together to determine the market values of executive officer direct compensation elements (base salaries, annual incentives and long-term incentives), as well as total compensation, by using competitive market compensation data.  The Committee reviews compensation data obtained from utility and general industry surveys and a specific group of peer utility companies.  


Role of the Compensation Consultant.  The Committee has retained Pay Governance as its independent compensation consultant.  Pay Governance reports directly to the Committee and does not provide any other services to NU.Eversource Energy.  With the consent of the Committee, Pay Governance works cooperatively with NU’sEversource Energy's management to develop analyses and proposals for presentation to the Committee.  The Committee generally relies on Pay Governance for peer group market data and information as to market practices and trends to assess the competitiveness of the compensation NU’sEversource Energy pays to senior executive officersits executives and to review the Committee’sCommittee's proposed compensation decisions.  



For fiscal year 2013,143




In February 2016, the Committee assessed the independence of Pay Governance pursuant to SEC and NYSE rules and concluded that it is independent and that no conflict of interest exists that would prevent Pay Governance from independently advising the Committee.  In making this assessment, the Committee considered the independence factors enumerated in new Rule 10C-1(b) under the Securities Exchange Act of 1934, including the factwritten representations of Pay Governance that Pay Governance does not provide any other services to NU,Eversource Energy, the level of fees received from NUEversource Energy as a percentage of Pay GovernanceGovernance's total revenue,revenues, the policies and procedures employed by Pay Governance to prevent conflicts of interest, and whether the individual advisers from Pay Governance thatadvisers with whom the Committee consulted with ownedown any NUEversource Energy common shares or have any business or personal relationships with members of the Committee or NU’s executive officers.  Eversource Energy's executives.


Role of Management.  The role of Eversource Energy's management, of NU and specifically the roleroles of NU’sEversource Energy's Chief Executive Officer and itsthe Senior Vice President of Human Resources, isare to provide current compensation information to the compensation consultant and to provide analysisanalyses and recommendations on executive officer compensation to the Committee based on the market value of the position, individual performance, experience and internal pay equity.  NU’sEversource Energy's Chief Executive Officer also provides recommendations on the compensation for the other Named Executive Officers.  None of the executives makes recommendations that affect his or her individual compensation.


MARKET ANALYSIS


The Compensation Committee strivesseeks to provide executive officersexecutives with target compensation opportunities using a range that is approximately equal to the median compensation levels for executive officers of utility companies comparable to NU.Eversource Energy.  Set forth below is a description of the sources of the compensation data used by the Committee when reviewing 20132015 compensation:


·

Utility and general industry survey data.  The Committee reviews compensation information obtained from surveys of diverse groups of utility and general industry companies that represent NU’sEversource Energy's market for executive officer talent. Utility industry data are based on a defined peer set, as discussed below.below, while general industry data is derived from compensation consultant surveys.  General industry data are size-adjusted to ensure a close correlation between the market data and the Company’sCompany's scope of operations.  The Committee used this information, which it obtained from Pay Governance, to determine base salaries and incentive opportunities.


·

Peer group data.  In support of executive pay decisions during 2013,2015, the Committee consulted with Pay Governance, which provided the Committee with a competitive assessment analysis of NU’sEversource Energy's executive compensation levels, as compared to the 20 peer group companies listed in the table below.  This peer group was chosen because Eversource Energy believes these companies are similar to Eversource Energy in terms of business model and long-term strategies.  In December 2015, the Compensation Committee determined that Pepco Holdings, Inc., Wisconsin Energy Corporation, Integrys Energy Group (which merged with Wisconsin Energy Corporation to form WEC Energy Group, Inc.), TECO Energy Inc., and OGE Energy Corp. should be removed from the peer group.  These actions are consistent with the Compensation Committee's past decisions to adjust the peer group to account for the impact of mergers and acquisitions and changes in market capitalization.  The Compensation Committee added NiSource Inc., WEC Energy Group, Inc. and Pinnacle West Capital Corporation to the peer group.


Alliant Energy Corporation

DTE Energy Company

PPL Corporation

Ameren Corporation

Edison International

Public Service Enterprise Group, Inc.

Ameren CorporationAmerican Electric Power Co., Inc.

Entergy Corporation

SCANA CorporationCorp.

CenterPoint Energy, Inc.

Integrys Energy Group, Inc.FirstEnergy Corp.

Sempra Energy

CMS Energy Corp.

NiSource Inc.

WEC Energy Group, Inc.

Consolidated Edison, Inc.

OGE Energy Corp.

TECO Energy, Inc.

CMS Energy Corp.

Pepco Holdings, Inc.

Wisconsin Energy Corp.

Dominion Resources, Inc.

PG&E Corp.Corporation

Xcel Energy Inc.

Dominion Resources, Inc.

DTE Energy Company

PPLPinnacle West Capital Corporation

 


The Committee periodically adjusts the target percentages of annual and long-term incentives based on the survey data after discussion with the compensation consultant to ensure that they are approximately equal to competitive median levels.


The Committee also determines perquisites to the extent they serve business purposes and sets supplemental benefits at levels that provide market-based compensation opportunities to the executive officers.executives.  The Committee periodically reviews the general market for supplemental benefits and perquisites using utility and general industry survey data, including data obtained from companies in the peer group.  




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Mix of Compensation Elements.  NU targetsEversource Energytargets the mix of compensation for its Chief Executive Officer and the other Named Executive Officers so that the percentages of each compensation element are approximately equal to the competitive median market mix.  The mix is heavily weighted toward incentive compensation, and incentive compensation is heavily weighted toward long-term compensation.  Since the most senior positions have the greatest responsibility for implementing long-term business plans and strategies, a greater proportion of total compensation is based on performance with a long-term focus.  


The Committee determines the compensation for each senior executive officer based on the relative authority, duties and responsibilities of each officer.  NU’sthe executive.  Eversource Energy's Chief Executive Officer’sOfficer's responsibilities for the strategic direction and daily operations and management of NUEversource are greater than the duties and responsibilities of ourthe other executive officers.executives.  As a result, the compensation of NU’sEversource's Chief Executive OfficerOfficer's compensation is higher than the compensation of the other executive officers.executives.  Assisted by the compensation consultant, the Committee regularly reviews market compensation data for executive officer positions similar to those held by the executive officers,Eversource Energy's executives, including NU’sits Chief Executive Officer, and this market data continues to indicate that chief executive officers are typically paid significantly more than other executive officers.  




144



The following table sets forth the contribution to 20132015 Total Direct Compensation (TDC) of each element of compensation, at target, reflected as a percentage of TDC, for the Named Executive Officers.  The amountspercentages shown in this table are at target and therefore willdo not matchcorrespond to the amounts appearing in the Summary Compensation Table.


  

Percentage of TDC at Target

 

  

Percentage of TDC at Target

 

  

 

  

 

  

Long-Term Incentives

 

  

 

  

 

  

Long-Term Incentives

 

  

Base

  

Annual

  

Performance

  

 

  

 

  

Base

  

Annual

  

Performance

  

 

  

 

Named Executive Officer

 

Salary

 

Incentive (1)

 

Units (1)

 

RSUs (2)

 

TDC

 

Salary

 

Incentive (1)

 

Units (1)

 

RSUs (2)

 

TDC

Thomas J. May

  

20

  

20

  

30

  

30

  

100

  

15

  

17

  

34

  

34

  

100

James J. Judge

  

30

  

20

  

25

  

25

  

100

  

29

  

19

  

26

  

26

  

100

Leon J. Olivier

  

30

  

20

  

25

  

25

  

100

Werner J. Schweiger

 

29

  

19

  

26

  

26

  

100

David R. McHale

  

30

  

20

  

25

  

25

  

100

  

29

  

19

  

26

  

26

  

100

Gregory B. Butler

  

30

  

20

  

25

  

25

  

100

  

30

  

20

  

25

  

25

  

100

NEO average, excluding CEO

  

30

  

20

  

25

  

25

  

100

  

29

  

19

  

26

  

26

  

100

____________________

(1)

The annual incentive compensation element and performance shares under the long-term incentive compensation element are performance-based.

(2)

Restricted Share Units (RSUs) vest over three years contingent upon continued employment.



Risk Analysis of Executive Compensation ProgramThe overall compensation program includes a mix of compensation elements ranging from a fixed base salary that is risk-neutral to annual and long-term incentive compensation programs intended to motivate officers and eligible employees to achieve individual and corporate performance goals that reflect an appropriate level of risk.  The fundamental objective of the compensation program is to foster the continued growth and success of the business.  The design and implementation of the overall compensation program provideprovides the Committee with opportunities throughout the year to assess risks within the compensation program that may have a material effect on NUEversource Energy and its shareholders.


In 2013,2015, the Compensation Committee assessed the risks associated with the executive compensation program by reviewing the various elements of incentive compensation.  The annual incentive program was designed to ensure an appropriate balance between the individual and corporate goals, which were deemed appropriatelyappropriate and supportive of NU’sEversource Energy's annual business plan. Similarly, the long termlong-term incentive program was designed to ensure that the performance metrics were properly weighted and supportive of NU’sEversource Energy's strategic plan.  The Committee reviewed the overall compensation program in the context of the annual operating and strategic plans, which were both previously subject to Enterprise Risk Management review.  Both the


The annual and long-term incentive programs were designed to ensure that mechanisms exist to mitigate risk.  These mechanisms include realistic goal setting and discretion with respect to actual payments thein addition to:


·

a mix of annual and long-term performance awards to provide an appropriate balance of short- and long-term risk and reward horizon;

·

a variety of performance metrics including financial, operational, customer service operational and safety goals executivefor annual performance awards to avoid excessive focus on a single measure of performance;

·

the primary use of metrics in Eversource Energy's long-term incentive compensation that use recurring earnings per share and total shareholder return, which are both robust measures of shareholder value that reduce the risk that employees might be encouraged to pursue other objectives that increase risk or reduce financial performance;

·

clawback provision on incentive compensation; and

·

stock ownership guidelines linking their interests to those of shareholders, provisionsrequirements for the clawback of incentive compensation,certain executives, including Eversource Energy's Named Executive Officers, and prohibitions on hedging, pledging and pledgingother derivative transactions related to Eversource Energy common shares.


Based on these factors, the Compensation Committee and the Eversource Energy Board of NU common shares, and providing limited perquisites.  These mechanismsTrustees believe the overall compensation program risks are intendedmitigated to ensure that there is not undue incentive to achieve any one goal without considering the impact of achieving such goal on other aspects of our business.reduce overall compensation risk.




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Results of NU’s 2012Eversource Energy's 2015 Say-on-Pay ProposalVote.  NU providesEversource Energyprovides its shareholders with the required opportunity to cast an annual advisory vote on executive compensation (a "Say-on-Pay" proposal).  At NU’s Annualthe Eversource EnergyAnnual Meeting of Shareholders held in May 2013, 86.6on April 29, 2015, 92 percent of the votes cast on the Say-on-Pay proposal were voted to approve the 2014 compensation of the NamedEversource EnergyNamed Executive Officers, as described in NU’s 2013Eversource Energy's2015 proxy statement.  The Committee has and will continue to consider the outcome of NU’s Say-on-Pay votes when making future compensation decisions for the Named Executive Officers.


ELEMENTS OF 20132015 COMPENSATION


Base Salary


Base salary is designed to attract and retain key executives by providing an element of total compensation at levels competitive with those of other executives employed by companies of similar size and complexity in the utility and general industries. In establishing base salary, the Compensation Committee relies on compensation data obtained from independent third-party surveys of companies and from an industry peer group to ensure that the compensation opportunities NUEversource Energy offers are capable of attracting and retaining executives with the experience and talent required to achieve its strategic objectives.  



169




When setting or adjusting base salaries, the Committee considers annual individualexecutive performance appraisals; market pay movement across industries (determined through market analysis); targeted market pay positioning for each executive officer;executive; individual experience and years of service; strategic importance of a position; and internal equity.


Individuals who are performing well in strategic positions are likely to have their base salaries increased more significantly than other individuals.  From time-to-time, economic conditions and corporate performance have caused base salary increases to be postponed.  TheHowever, the Committee prefers to reflect sub-par corporate performance through the variable pay components.


In February 2013,2015, the Committee adjusted the base salaries of the Named Executive Officers in a range ofby 3 percent to 3.2 percent.  The Committee and independent Trustees also adjusted Mr. May’sMay's base salary by 3.13 percent.


Incentive Compensation


Annual incentive and the long-term incentive compensation are provided under the Northeast UtilitiesEversource Energy's Incentive Plan, which was approved by NU’sits shareholders at the 2007 Annual Meeting of Shareholders and with respect to the material terms of performance goals wasof which were re-approved by theits shareholders at theits 2012 Annual Meeting of Shareholders.  The annual incentive program provides cash compensation intended to reward performance under ourEversource Energy's annual operating plan.  The long-term stock-based incentive program is designed to reward demonstrated performance and leadership, motivate future performance, align the interests of the executive officersexecutives with those of NU’sEversource Energy's shareholders, and retain the executive officersexecutives during the term of grants.  The annual and long-term programs are designed to strike a balance between theEversource Energy's short- and long-term objectives so that the programs work in tandem.  


20132015 ANNUAL INCENTIVE PROGRAM


In January 2013,February 2015, the Committee established the terms of the 20132015 Annual Incentive Program.  As part of the overall program, and after consulting with Pay Governance, the Committee set target award levels for each of the Named Executive Officers that ranged from 65 percent to 100110 percent of target.base salary.  Target award levels under the Annual Incentive Program are expressed as a percentage of base salary.  


At the January 2013February 2015 meeting, the Committee also determined that for 2013,2015 it would continue to base 6070 percent of the annual incentive award levelperformance goals on its assessment of NU’sEversource Energy's overall financial performance and 4030 percent of the annual award levelperformance goals on its assessment of NU’sEversource Energy's overall operational performance. The Committee also determined the specific goals to be included to assess performance and that the individual goals would continue to be assessed using ratings ranging from 0 percent to 200 percent, with 100 percent representing target performance deemed to be rigorous yet obtainable.percent.  The Committee later assigned weightings to each of these specific goals; forgoals.  For the financial component, the earnings per share goal would bewas weighted at 6070 percent, the reduction in operating expensesdividend growth goal would bewas weighted at 20 percent and the remaining 20 percent weighting would be based on the combined dividend growth, credit rating and total shareholder return goals.goal was weighted at 10 percent.  For the operational component, the Committee determined that the combined service reliability and responsiveness goals would be weighted at 60 percent, the combined storm recovery performancekey corporate initiatives of operational efficiency and merger integrationeffectiveness, technology and customer experience goals would be weighted at 25 percent, and the combined safety ratings, gas service response and call center performancehiring goals would be weighted at 15 percent.  


With respect to 2013 performance,At the December 2015 meeting of the Committee, management provided an initial review of NU’sEversource Energy's 2015 performance forfollowed by an update at a second meeting in January 2016, at which time it continued its preliminary review of 2015 performance.  At the year atFebruary 2, 2016 meeting, the December 2013 meetingCommittee performed its final assessment of the Committee, followed by a full assessmentperformance goals, the additional accomplishments noted below under the caption "Additional Factors," and the overall performance of NU’s performance atEversource Energy. In addition to these meetings, the February 2014 meeting of the Committee.  The Committee was also provided updates during the year on corporate performance.  At the February 20142016 meeting, the Committee evaluated NU’s performance using a matrix that considered actual performance against the preset goals as well as industry average and top quartile performance.  The Committee determined, based on its assessment of the various financial and operational performance results,goals, to set the level of achievement of combined financial and operational performance goals results at 175158 percent of target, reflecting the overall superiorstrong performance of NUEversource Energy and the executive team.  In arriving at this determination, the Committee determined that the final financial performance goals result was 182162 percent of target and the operational performance goals result was 160148 percent of target.  The individual financial and operational performance goals results are as set forth below.  NU’sEversource Energy's Chief Executive Officer recommended to the Committee payout levels for the senior executive officersexecutives (other than himself) based on NU’s overall financial and operational performance, along with his assessment of each executive officer’sexecutive's individual performance.performance towards achievement of the performance goals and the additional accomplishments of Eversource Energy, together with each executive's contributions to the overall performance of Eversource Energy.  The awards determined by the Committee were also based on the same three-component criteria.



146




Financial Performance Goals Assessment


·

NU achieved recurringEversource Energy's earnings per share in 2015 were $2.81, exclusive of $2.53 in 2013,merger related costs, exceeding its challengingthe goal of $2.50.  This earnings result was an 11$2.80, a 6 percent increase over 2012 versus an average2014 and compared to long-term industry growth of 4 percent.  The earnings goal was exceeded despite much warmer weather over the later part of the year, through the accomplishment of a challenging operations and maintenance cost containment goal.  2015 operations and maintenance spending was less than budget and was accomplished while at the same time improving upon operating performance.  The Committee determined the earnings per share goal to have attained a 160 percent performance result.


·

Eversource Energy increased its dividend to $1.67 per share, a 6.4 percent increase from the prior year and twice the utility industry dividend growth of approximately 43.2 percent.  The Committee determined this goal to have attained a 200160 percent performance result.  performance.


·

NU achieved operations and maintenance cost reductions through successful integration initiatives, resulting in a 3.2 percent reduction in operating expenses in 2013.  This exceeded the goal of a 3 percent reduction and compared with an expected average industry increase of 2-3 percent.  The Committee determined this goal to have attained a 175 percent performance result.  


NU’s dividend increased to $1.47 per share, a 7.1 percent increase from the prior year, and nearly double the industry average dividend growth of 3.7 percent.  The Committee determined this goal to have attained a 150 percent performance result.



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NU’sEversource Energy's credit rating at Standard & Poor’s is "A-," amongPoor's was upgraded to "A" in April 2015.  This rating represents the highest holding company credit rating in the utility industry, providingand continues to provide the foundation for continued favorable financing opportunities during the year and in the future.  The industry average credit rating at Standard & Poor’sPoor's is "BBB."BBB+."  The Committee determined this goal to have attained a 175 percent performance result.


Operational Performance Goals Assessment


·

Eversource Energy's total electric system operating performance was the best on record, surpassing 2014's then best on record performance.  Average months between interruptions in service equaled 16.6 months, at the high end of the performance zone established by the Committee of 14.4 to 16.9 months, and in the top quartile of industry peers.  System average restoration duration time equaled 71.6 minutes, significantly better than the range established by the Committee of 92.9 to 73.7 minutes and in the top quartile of industry peers.  These results continue to represent top quartile performance against industry peers.  The Committee determined these goals to have each attained a 175 percent performance result.

·

Eversource Energy successfully implemented a new model for its gas and electric operations, transforming the operations area through standardization across the three states in which it provides service.  In addition, Eversource Energy exceeded the goal of adding 11,000 new natural gas customers.  The Committee determined this goal to have attained a 150 percent performance result.


·

NU delivered total shareholder returnEversource Energy completed several important technology projects on a timely basis, including successful implementation of 12.3 percent, the fifth consecutive year of double-digit total shareholder return.an outage management system and new Human Resources system.  The Committee determined this goal to have attained a 100 percent performance result.

·

Eversource Energy successfully implemented the re-branding of its several legacy companies from six distinct brands to the single Eversource brand when it changed its holding company name to Eversource Energy.  Eversource Energy's customer satisfaction ratings declined however, as a result of high bills due to winter price spikes and technical issues coincident with the introduction of the new Eversource website.  The Committee determined this goal to have attained a 75 percent performance result.

·

On-time response to gas customer emergency calls was 99.1 percent, which met the goal of 99.1 percent.  The Committee determined this goal to have attained a 100 percent performance result.

·

Eversource Energy exceeded the safety performance goal of 1.4 Days Away or Restricted Time ("DART") per 1,000 employees; DART equaled 1.2 in 2015 and was a significant improvement in 2014.  The Committee determined this goal to have attained a 125 percent performance result.

·

Eversource Energy exceeded its goal that 34 percent of new hires and promotions within the supervisor and above management group be women or people of color.  The Committee determined this goal to have attained a 100 percent performance result.

2015 Annual Incentive Program Performance Assessments


Financial Performance Goals


Category

2015 Goal

Company Performance

Indicative Assessment

Earnings Per Share

$2.80 per share

Exceeded  - $2.81 per share, a 6% increase over 2014, outperforming industry  growth of approximately 4%


160%

Dividend Growth

Increase dividend $.10 to $1.67 per share

Achieved  - Increased to $1.67 per share, a  $.10 increase and 6.4% growth, significantly exceeding the industry growth of 3.2%


160%

Credit Rating

Maintain the Company's top tier Standard & Poor's (S&P) A- credit rating

Exceeded – S&P rating raised to A  (with "Stable" Outlook), the highest holding company credit rating in the utility industry


175%

Weightings = Earnings Per Share – 70%; Dividend Growth  – 20%; credit rating – 10%




147



Operational Performance Goals


Category

2015 Goal

Company Performance

Indicative Assessment

Reliability – Avg. Months Between Interruptions (MBI)

Achieve MBI of within 14.4 to 16.9 months

Exceeded: MBI 16.6;

8% better than 2014 and in top quartile of peers


175%

Average Restoration Duration (SAIDI)

Achieve SAIDI of 92.9 to 73.7 minutes

Exceeded:  SAIDI 71.6 minutes;

13% better than 2014 and in top quartile of peers

175%

Safety Rate

1.4 DART

Exceeded: 1.2 DART

14% better than 2014

125%

Gas Service Response

99.1%

Achieved: 99.1%

meeting all regulatory mandated targets

100%

New Hires and Promotions

34% hires of supervisor and above women/people of color

Achieved: 34.6%

100%

Operational Efficiency & Effectiveness

Transform Operations, continue standardization across the Company and grow the gas business

Exceeded:  Successfully implemented new operating model while continuing top quartile reliability; Gas growth ahead of plan


150%

Technology

Implement transformational technology related projects (Core HR, OMS and Supply Chain)

Achieved:  Successfully implemented Human Resources and Outage Management System projects; Payroll project in progress to be implemented in 2016, Supply Chain initiated and in service in 2017


100%

Customer Experience

Implement Eversource branding initiative, expand digital functionality for customers via new web tools and applications, and continue to improve customer satisfaction scores

Partially Achieved: Successfully implemented branding effort, customer satisfaction scores declined primarily as a result of high bills due to winter price spikes and technical issues with the new Eversource Energy website


75%


Performance Goals Assessment


 Financial Performance (weighted 70%)

162%

Operational Performance (weighted 30%)

148%

Overall Performance

158%


Additional Factors


The following results were also considered by the Committee in making an assessment of overall financial performance, but were not given specific weightings or assigned a performance assessment result:


NU implemented timely and effective financing programs resulting in significant annualized interest cost savings of approximately $6.0 million.  


NU’s capital project spending of $1.58 billion was in-line with budget.


In addition to NU’s 2013 total shareholder return noted above, NU has consistently achieved outstanding financial performance, with total shareholder returns over the past three-, five-, 10- and 15-year periods of 47.0 percent, 110.3 percent, 194.5 percent and 313.8 percent, outperforming the EEI utility industry over those same periods.  


Operational Performance Goals Assessment


NU’s total electric system operating performance was the best on record.  Average months between service interruptions equaled 14.4 months, which was 15 percent better than the target of 12.5 months and electric service outage restoration time of 86.2 minutes was 20 percent better than the goal of 108.3 minutes, representing top quartile performance.  The Committee determined this goal to have attained a 175 percent performance result.  


On-time response to emergency calls from NU’s gas customers was 99.0 percent, which was in line with the goal of 99.1 percent.  The Committee determined this goal to have attained a 100 percent performance result.  


85.8 percent of customer calls were answered within 30 seconds, which was in line with the goal of 85.6 percent.  The Committee determined this goal to have attained a 100 percent performance result.  


NU significantly improved our safety performance in Days Away & Restricted Time ("DART") compared to the goal:


o

DART for 2013 was 1.6 accidents per 100 employees, which was 8.2 percent better than the goal of 1.70.  This represents a significant improvement, although it is below industry average performance.  The Committee determined this goal to have attained a 125 percent performance result.   


NU continued its merger integration and business standardization processes across the company, further executing on the "One Company" Model, which has allowed the company to lower operating costs while improving customer service.  The Committee determined this goal to have attained a 150 percent performance result.  


NU significantly enhanced its storm preparedness and recovery program, and the Public Utility Regulatory Authority in Connecticut recognized CL&P’s significantly improved performance during Superstorm Sandy.  The Committee determined this goal to have attained a 150 percent performance result.  


The following results were also considered by the Committee in making an assessment of overall operational performance, but were not given specific weightings or assigned a specific performance result:  assessment score:


·

GrowthEversource Energy substantially decreased financial risk through effective regulatory outcomes in each of NU’s gas customers exceeded the goal, as 10,356 customers were connectedthree states that Eversource provides service.


·

Eversource Energy achieved significant progress in its Northern Pass Transmission project, receiving approval of a draft Environmental Impact Statement application from the U. S. Department of Energy, forming the Forward New Hampshire Plan, revising the route of the proposed transmission line, adding 52 miles of additional underground construction to the system, compared toroute, and having the goalfiling of 9,100 customers.the siting application accepted by the New Hampshire Site Evaluation Committee.


·

EachEversource Energy completed the formation of NU’s operating companies exceeded its challengingpartnership with Spectra Energy Efficiency goals.  Corp and National Grid for the Access Northeast gas transmission and storage project and commenced seeking regulatory approvals at the Federal Energy Regulatory Commission.


·

NUEversource Energy successfully completed all major transmissionits $1.9 billion capital plan to improve reliability projects on or ahead of schedule and on or under budget.  customer service.


Individual Performance Factors Considered by the Committee


The goal of the Committee for 20132015 was to continue to provide incentives for theEversource Energy executives to work together as a highly effective, integrated team to achieve or exceed the recurring earnings per share goal and other financial, operational, customer and merger effectivenessprocess integration goals and objectives.  While emphasizing the importance of the executives to work as a team,The Committee based the annual incentive award payments wereon team performance and also based on the Committee’sCommittee's assessment of each executive’sexecutive's individual performance in supporting the performance goals.goals, additional achievements and overall Company performance.  The Committee assessed the performance of NU’sEversource Energy's Chief Executive Officer and, based on the recommendations of NU’sthe Chief Executive Officer, assessed the otherperformance of the Named Executive Officers, to determine the individual incentive awardspayments as disclosed in the Summary Compensation Table.  Based on the Committee’sCommittee's review, which included its assessment of NU’sthe performance goals, the significant other accomplishments of Eversource Energy and the Named Executive Officers, and the overall performance of Eversource Energy and each of the Named Executive Officers, considered in its totality by the Committee to have been superior for the several reasons set forth above,excellent, the Committee approved annual incentive program payoutspayments for the Named Executive Officers at levels that ranged from 159 percent to



171148



that ranged from 170 percent to 182176 percent of target.  These awardspayments reflected the individual and team contributions of Mr. May, Mr. Judge, Mr. Olivier,Schweiger, Mr. McHale and Mr. Butler in achieving the goals and the additional accomplishments and the overall performance of the company.Company.


In arriving atdetermining Mr. May’sMay's annual incentive payment of $2,125,000,$2,400,000, which was 182176 percent of target, and which reflects his and NU’s excellentEversource Energy's continued strong performance, the Committee and the Board considered the totality of NU’s financial and operating/merger effectiveness performanceEversource's success in accomplishing the goals set by the Committee, the additional accomplishments of Eversource Energy, and Mr. May’sMay's strategic leadership in enabling NU to achieve its excellent performance.of Eversource Energy.


2015 Annual Incentive Program Awards

Named Executive Officer

Award

Thomas J. May

$2,400,000

James J. Judge

$690,000

Werner J. Schweiger

$680,000

David R. McHale

$630,000

Gregory B. Butler

$525,000

LONG-TERM INCENTIVE PROGRAM

Long-Term Incentive Program


General


NU’sThe long-term incentive program is intended to focus on the company’sEversource Energy's longer-term strategic goals and to help retain the executives.  A new three-year program commences every year.  For the 2013201520152017 Long-Term Incentive Program, at target, each grant consisted of 50 percent Restricted Stock UnitsEversource Energy restricted share units (RSUs) and 50 percent Performance Shares.performance shares.  RSUs are designed to provide executives with an incentive to increase the value of NUCompany common shares in alignment with shareholder interests, while also actingserving as a retention vehiclecomponent for executive talent and providing a means for holding NU commontalent.  Performance shares in accordance with our executive share ownership guidelines.  Performance Shares are designed principally to reward achievement as measured against pre-established performance measures.  We believeEversource Energy believes these compensation elements create a focus on continued growth in NUcompany and Eversource Energy share price growth to further align the interests of officersthe executives with the interests of NU‘sEversource Energy's shareholders.  


Restricted Share Units (RSUs)


General


Each RSU granted under the long-term incentive program entitles the holder to receive one Northeast UtilitiesEversource Energy common share at the time of vesting.  All RSUs granted under the long-term incentive program provide for vestingvest in equal annual installments over three years.  RSU holders are eligible to receive reinvested dividend units on outstanding RSUs held by them to the same extent that dividends are declared and paid on NUEversource Energy common shares.  Reinvested dividend unitsequivalents are accounted for as additional RSUs that accrue and are distributed with the common shares issued upon vesting of the underlying RSUs.  Common shares, including any additional common shares in respect of reinvested dividend units,equivalents, are not issued for any RSUs that do not vest.


The Committee determined RSU grants for each officer participating in the long-term incentive program.  RSU grants are based on a percentage of annualized base salary at the time of the grant and measured in dollars.  In 2013,2015, the percentage used for each executive officer was based on the executive officer’sofficer's position in the companyEversource Energy and ranged from 16090 percent to 350225 percent of base salary.  The Committee reserves the right to increase or decrease the RSU grant from target for each officer under special circumstances.  Based on input from NU’sEversource Energy's Chief Executive Officer, the Committee determined the final RSU grants for each of the other executive officers, including the other Named Executive Officers.


All RSUs are granted on the date of the Committee meeting at which they are approved. RSU grants are subsequently converted from dollars into common share equivalents by dividing the value of each grant by the average closing price for NUEversource Energy common shares over the ten trading days prior to the date of the grant.


RSU Grants under the 20152017 Program


Under the 2015 – 2017 Program, RSU grants totaled approximately $8,485,659 for the 52 officers participating in the program.  Dividing the final RSU grant total by $55.79, the average closing price of Eversource Energy common shares over the ten trading days prior to the date of grant, resulted in an aggregate of 152,100 RSUs.  The following RSU grants at 100 percent of target were approved:


Named Executive Officer

RSUs Awarded

Thomas J. May

50,100

James J. Judge

9,800

Werner J. Schweiger

9,700

David R. McHale

9,800

Gregory B. Butler

6,900


RSU Grants under the 20142016 Program


Under the 2014 – 2016 Program, RSU grants totaled approximately $7,741,835 for the 49 officers participating in the program.  Dividing the final RSU grant total by $43.13, the average closing price of Eversource Energy common shares over the ten trading days prior to the date of grant, resulted in an aggregate of 179,500 RSUs.  The following RSU grants at 100 percent of target were approved:



149




Named Executive Officer

RSUs Awarded

Thomas J. May

55,900

James J. Judge

12,400

Werner J. Schweiger

8,700

David R. McHale

12,400

Gregory B. Butler

8,600


RSU Grants under the 20132015 Program


Under the 2013 – 2015 Program, the target RSU grantgrants totaled approximately $7,057,084$7,057,248 for the 44 officers of NU participating in the program.  Dividing the final total RSU grant total by $39.36, the average closing price of NUEversource Energy common shares over the ten trading days prior to the date of grant, resulted in an aggregate of 179,300 RSUs.  The following RSU grants at 100 percent of target were approved, reflected in RSUs: Mr. May: 52,000; Mr. Judge: 13,100; Mr. Olivier: 13,800; Mr. McHale: 13,100; and Mr. Butler: 9,100.  approved:


Named Executive Officer

RSUs Awarded

Thomas J. May

52,000

James J. Judge

13,100

Werner J. Schweiger

9,300

David R. McHale

13,100

Gregory B. Butler

9,100


Performance Share Grants


General


Performance Shares


Performance shares are designed to reward demonstrated future financial performance, definedmeasured by producing long-term earnings growth and providing above-average total shareholder returns, therefore aligning compensation with performance.

Performance Shares under the 2015 – 2017 Program


For the 2013201520152017 Program, the Committee determinedcontinued to use: (i) average diluted earnings per share growth adjusted for certain non-recurring items ("EPSG"); and (ii) relative total shareholder return ("TSR") measured against the performance of companies that comprise the EEI Utility Index.  TheAs in 2013 and 2014, the Committee selected EPSG and TSR as performance measures because the Committee believes that they are generally recognized as the best indicators of overall corporate financial performance.   Further, the Committee considers it a best practice to use a combination of relative and absolute metrics, with EPS growth serving as a key input to shareholder value and TSR serving as the output.


The number of performance sharesPerformance Shares awarded at the end of the three-year period ranges from 0 percent to 200 percent of target, depending on EPSG and relative TSR performance as set forth in the performance matrix below.  Performance Share grants are based on a percentage of annualized base salary at the time of the grant and measured in dollars.  The target number of shares under the 2015 – 2017 Program ranged from 90 percent to 225 percent of base salary.  For the 2015-2017 Program, EPSG ranges from 0 percent to 109 percent, while TSR ranges from below the 10th percentile to approximatelyabove the 90th percentile.  No performance shares will be awarded if NU’s EPSG is negative.  The Committee has determined that payout at 100 percent of target should be challenging but achievable.  As a result, vesting at 100 percent of target occurs at various combinations of EPSG and TSR performance.  For example, the performance matrix provides for vesting at 100 percent of target if NU achieves 5 percent EPSG and relative TSR at the 50th percentile.  In addition, the value of any performance shares that actually vest may increase or decrease over the vesting period based on NU’sthe Eversource Energy's share price performance.  The number of performance shares granted at target were as follows:


2015 – 2017 Long-Term Incentive Program
Performance Share Grants at Target

Named Executive Officer

Performance

Share Grant

Thomas J. May

50,100

James J. Judge

9,800

Werner J. Schweiger

9,700

David R. McHale

9,800

Gregory B. Butler

6,900




172150



The performance matrix set forth below describes how the performance sharePerformance Share payout iswill be determined under the 2013201520152017 Long-Term Incentive Program.  Actual three-yearThree-year average EPSG is cross-referenced with the actual three-year TSR percentile to determine actual performance share payout as a percentage of target:


2015 – 2017 Long-Term Incentive Program Performance Share Potential Payout

Three-Year

Average

EPS Growth

 

Three-Year Relative Total Shareholder Return

Three-Year Relative Total Shareholder Return Percentiles

Percentiles

Below

10th

20th

30th

40th

50th

60th

70th

80th

90th

Above90th

Below

10th

10th

20th

30th

40th

50th

60th

70th

80th

90th

Above90th

10%

100%

110%

120%

130%

140%

150%

160%

170%

180%

190%

200%

9%

90%

100%

110%

120%

130%

140%

150%

160%

170%

180%

190%

110%

120%

130%

140%

150%

160%

170%

180%

190%

200%

8%

80%

90%

100%

110%

120%

130%

140%

150%

160%

170%

180%

100%

110%

120%

130%

140%

150%

160%

170%

180%

190%

7%

70%

80%

90%

100%

110%

120%

130%

140%

150%

160%

170%

90%

100%

110%

120%

130%

140%

150%

160%

170%

180%

6%

60%

70%

80%

90%

100%

110%

120%

130%

140%

150%

160%

80%

90%

100%

110%

120%

130%

140%

150%

160%

170%

5%

50%

60%

70%

80%

90%

100%

110%

120%

130%

140%

150%

70%

80%

90%

100%

110%

120%

130%

140%

150%

160%

4%

40%

50%

60%

70%

80%

90%

100%

110%

120%

130%

140%

60%

70%

80%

90%

100%

110%

120%

130%

140%

150%

3%

30%

40%

50%

60%

70%

80%

90%

100%

110%

120%

130%

40%

50%

70%

80%

90%

100%

110%

120%

130%

140%

2%

20%

30%

40%

50%

60%

70%

80%

90%

100%

110%

120%

20%

40%

60%

70%

80%

90%

100%

110%

120%

130%

1%

0%

20%

30%

40%

50%

60%

70%

80%

90%

100%

110%

0%

10%

40%

60%

70%

80%

90%

100%

110%

120%

0%

0%

0%

20%

30%

40%

50%

60%

70%

80%

90%

100%

0%

20%

30%

50%

70%

80%

90%

100%

110%

Below 0%

0%

0%

10%

20%

30%

40%

50%

60%

0%

10%

20%

30%

40%

50%

60%


Pre-Merger Long-Term Incentive ProgramsPerformance Shares under the 2014 – 2016 Program


For the 2014 – 2016 Program, the Committee determined to use: (i) EPSG adjusted for certain non-recurring items; and (ii) TSR measured against the performance of companies that comprise the EEI Index.  As in 2013, the Committee selected EPSG and TSR as performance measures because the Committee believes that they are generally recognized as the best indicators of overall corporate performance.  Further, the Committee considers it a best practice to use a combination of relative and absolute metrics, with EPS growth serving as a key input to shareholder value and TSR serving as the output.


The 2011 – 2013 and the 2012 – 2014 Programs were approved prior to the merger.  Grants under these programs consistednumber of 50 percent RSUs and 50 percent Performance Shares.  The RSU grants under these three-year programs vest in equal annual installmentsand are otherwise subject to the provisions set forth in the section above titled “Restricted Share Units (RSUs).”  Upon the closing of the merger in 2012, the Performance Share grants under these programs converted to RSUs assuming a target level of performance, and the newly converted RSUs were made subject to the vesting schedule for the original RSU grants under each program.  


Under the 2011 – 2013 Program, the newly converted RSUs vested in 2013.  Under the 2012 – 2014 Program, half of the newly-converted RSUs vested in 2013 and the remaining half will vest in 2014.  The RSU grants outstandingShares awarded at the end of 2013the three-year period ranges from 0 percent to 200 percent of target, depending on EPSG and relative TSR performance, using the same matrix as the 2015 – 2017 Program noted above.  Performance Share grants are disclosedbased on a percentage of annualized base salary at the time of the grant and measured in dollars.  The target number of shares under the table2014 – 2016 program ranged from 75 percent to 200 percent of base salary.  For the 2014 - 2016 Program, EPSG ranges from 0 percent to 9 percent, while TSR ranges from below titled, "Outstanding Equity Awardsthe 10th percentile to above the 90th percentile.  The Committee determined that payout at Fiscal Year End."100 percent of target should be challenging but achievable.  As a result, vesting at 100 percent of target occurs at various combinations of EPSG and TSR performance.  In addition, the value of any performance shares that actually vest may increase or decrease over the vesting period based on Eversource Energy's share price performance.  The number of performance shares granted at target were as follows:


2014 – 2016 Long-Term Incentive Program
Performance Share Grants at Target


Named Executive Officer

Performance

Share Grant

Thomas J. May

55,900

James J. Judge

12,400

Werner J. Schweiger

8,700

David R. McHale

12,400

Gregory B. Butler

8,600


Results of the 2013 – 2015 Performance Plan


The 2013 – 2015 Program was completed as of December 31, 2015.  The actual performance level achieved under the Program was a three-year average adjusted EPS growth of 7.2 percent and a three-year total shareholder return at the 42nd percentile, which when interpolated in accordance with the criteria established by the Committee in 2013, resulted in vesting performance share units at 114 percent of target.  This determination was made in accordance with the performance criteria as approved by the Committee at the commencement of the performance period.  At its February 2, 2016 meeting, the Committee confirmed that the actual results achieved were calculated in accordance with performance targets established, and it considered all non-recurring items in determining that the adjusted EPS were in accordance with the plan documents. The number of Performance Shares awarded to the Named Executive Officers follows:


2013 – 2015 Long-Term Incentive Program Performance Share Award

Named Executive Officer

Performance

 Shares Awarded

Thomas J. May

65,603

James J. Judge

16,527

Werner J. Schweiger

11,733

David R. McHale

16,527

Gregory B. Butler

11,481




151



The performance matrix set forth below describes how the Performance Share payout was determined under the 2013 – 2015 Long-Term Incentive Program.  Three-year average EPSG was cross-referenced with the actual three-year TSR percentile to determine actual performance share payout as a percentage of target:


2013 – 2015 Long-Term Incentive Program Performance Share Payout

Three-Year
Average
EPS Growth

Three-Year Relative Total Shareholder Return Percentiles

Below

10th

10th

20th

30th

40th

50th

60th

70th

80th

90th

Above90th

10%

100%

110%

120%

130%

140%

150%

160%

170%

180%

190%

200%

9%

90%

100%

110%

120%

130%

140%

150%

160%

170%

180%

190%

8%

80%

90%

100%

110%

120%

130%

140%

150%

160%

170%

180%

7%

70%

80%

90%

100%

110%

120%

130%

140%

150%

160%

170%

6%

60%

70%

80%

90%

100%

110%

120%

130%

140%

150%

160%

5%

50%

60%

70%

80%

90%

100%

110%

120%

130%

140%

150%

4%

40%

50%

60%

70%

80%

90%

100%

110%

120%

130%

140%

3%

30%

40%

50%

60%

70%

80%

90%

100%

110%

120%

130%

2%

20%

30%

40%

50%

60%

70%

80%

90%

100%

110%

120%

1%

0%

20%

30%

40%

50%

60%

70%

80%

90%

100%

110%

0%

0%

0%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Below 0%

0%

0%

0%

0%

0%

10%

20%

30%

40%

50%

60%


CLAWBACKS


If NU’sEversource Energy's earnings were to be restated as a result of noncompliance with accounting rules caused by fraud or misconduct, NUEversource Energy would require its Chief Executive Officer and Chief Financial Officerexecutives to provide reimbursementreimbursements for certain incentive compensation received by each of them.  To the extent that reimbursement were not required under SEC rules or NYSE listing standards, NU’sthe Eversource Energy Incentive Plan would require any employee whose misconduct or fraud caused such restatement, as determined by the Board of Trustees, to reimburse NUprovide reimbursements for any incentive compensation received by him or her.  


In addition, once final rules are adopted by the SEC regarding any additional clawback requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act, NUEversource Energy will review itsthe clawback policy and compensation plans and if necessary, amend them as necessary to comply with the new mandates.  


NO HEDGING AND NO PLEDGING POLICY


NUEversource Energy has adopted a policy prohibiting the purchase of financial instruments or otherwise entering into transactions designed to have the effect of hedging or offsetting any decrease in the value of Eversource Energy common shares by its Trustees and executive officers.  This policy also prohibits all hedging, pledging, or derivative transactions orof short sales involving NU securities by employees, including executive officers.  The policy also prohibits executive officers fromEversource Energy common shares or the holding of any NU securitiescommon shares in a margin account and from pledging NU securities as collateral for a loan.  In addition, all equity compensation paid to NU’s Trustees is automatically deferred and not distributed until retirement.


OTHER


Retirement Benefits


NU provides a qualified defined benefit pension program for certain senior executives, which is a final average pay program subject to tax code limits.  Because of such limits, NU also maintains a supplemental non-qualified pension program.  Benefits are based on base salary and certain incentive payments, which is consistent with the goal of providing a retirement benefit that replaces a percentage of pre-retirement income.  The supplemental program makes up for benefits barred by tax code limits, and generally provides (together with the qualified pension program) benefits equal to approximately 60 percent of pre-retirement compensation (subject to certain reductions) for Messrs. May, Judge and Butler, and approximately 50 percent of such compensation for Mr. McHale.


Mr. Olivier’s employment agreement provides retirement benefits similar to those of a previous employer instead of the supplemental program benefits described above.  Under this agreement, he will receive a pension based on a prescribed formula if he meets certain eligibility requirements.  



173




Also see the narrative accompanying the "Pension Benefits" table and accompanying notes for more detail on the above program.


401(k) Benefits


NU offers a qualified 401(k) program for all employees, including senior executives, subject to tax code limits.  After applying these limits, the program provides a maximum match of up to $10,200 for Messrs. May and Judge, which is equal to 50 percent of the first 8 percent of eligible base salary and annual cash incentive.  For Messrs. Olivier, McHale and Butler, the program provides a maximum match of up to $7,650, which is equal to 3 percent of eligible base salary (plus, beginning in 2014, annual cash incentive).  


Deferred Compensation


NU offers a non-qualified deferred compensation program for all senior executives.  In 2013, the program allowed deferral of up to 50 percent of base salary, annual incentives and stock incentive awards for Messrs. May and Judge.  Deferral of 100 percent of base salary and annual incentives was permitted in 2013 for Messrs. Olivier, McHale and Butler, and NU matched up to 3 percent of deferred base salary in excess of the $255,000 tax code limit with deemed NU common share investments generally vesting in three years.  The program allows participants to select investment measures for deferrals based on an array of deemed investment options (including certain mutual funds and publicly traded securities).  


Effective in 2014, the program was amended to permit all senior executives to defer 100 percent of base salary, annual incentives and stock incentive awards, and the company match was eliminated.


See the Non-Qualified Deferred Compensation Table and accompanying notes for additional details on the above program.


Perquisites


NU provides senior executives with limited financial planning, health services, vehicle leasing and access to tickets to sporting events, perquisites that we believe are consistent with peer companies.  The current level of perquisites does not factor into decisions on total compensation.


CONTRACTUAL AGREEMENTS


NU maintains contractual agreements with all of the Named Executive Officers that provide for potential compensation in the event of certain terminations following a Change in Control.  The agreements are consistent with general industry practice, and the company believes they are necessary to attract and retain high quality executives and to ensure executive focus on company business during the period leading up to a potential Change in Control.  The agreements are "double-trigger" agreements that provide executives with compensation in the event of a Change in Control, while still providing an incentive to remain employed with NU for the transition period that follows.  


Under the agreements, certain compensation is generally payable if, during the applicable change in control period, the executive is involuntarily terminated (other than for cause) or voluntarily terminates employment for "good reason."  These agreements are described more fully below under "Potential Payments upon Termination or Change in Control."  account.


SHARE OWNERSHIP GUIDELINESGUIDELINES/HOLDING PERIODS


The Committee has approved share ownership guidelines to further emphasize the importance of share ownership by certain of our executiveEversource Energy officers.  As indicated in the table below, the guidelines call for NU’sthe Eversource Energy Chief Executive Officer to own common shares equal to six times base salary, the otherexecutive vice presidents and senior executive officersvice presidents to own a number of common shares equal to three times base salary and all other officers to own a number of common shares equal to one to two times base salary.


Executive Officer

Base Salary Multiple

Chief Executive Officer

6

Executive Vice Presidents / Senior Vice Presidents

3

Operating Company Presidents

2

Vice Presidents

1-1.51 – 1.5


NUEversource Energy requires that executiveits officers attain these ownership levels within five years.  All executiveof its officers, including the Named Executive Officers, have satisfied the share ownership guidelines or are expected to satisfy them within the applicable timeframe.  Common shares, whether held of record, in street name, or in individual 401(k) accounts, and RSUs satisfy the guidelines.  Unexercised stock options and unvested performance shares do not count toward the ownership guidelines.  In addition to the share ownership guidelines requirements noted above, all officers must hold all the net shares awarded under Eversource Energy's stock compensation plan until the share ownership guidelines requirements have been met.  


OTHER


Retirement Benefits


Eversource Energy provides a qualified defined benefit pension program for certain officers, which is a final average pay program subject to tax code limits.  Because of such limits, Eversource Energy also maintain a supplemental non-qualified pension program. Benefits are based on base salary



174152



and certain incentive payments, which is consistent with the goal of providing a retirement benefit that replaces a percentage of pre-retirement income.  The supplemental program makes up for benefits barred by tax code limits, and generally provides (together with the qualified pension program) benefits equal to approximately 60 percent of pre-retirement compensation (subject to certain reductions) for Messrs. May, Judge and Schweiger, and approximately 50 percent of such compensation for Mr. McHale.  The supplemental program has been discontinued for newly-elected officers.


For certain participants, the benefits payable under the Supplement Non-Qualified Pension Program (Program) differ from those described above. Under the Key Executive Benefit Plan, Mr. May is entitled to an alternative retirement benefit equal to 33 percent of final base salary annually for 15 years in lieu of the benefits provided under the Program. Benefits that would be available under the Key Executive Benefit Plan are less than those available under the Program and therefore have not been included in the present value of accumulated benefit shown below.  Upon retirement, Mr. May is entitled to receive the greater of the benefit payable under the Program or the Key Executive Benefit Plan.  The Program benefit payable to Mr. Schweiger is fully vested and is further reduced by benefits he is entitled to receive under previous employers' retirement plans.


Also see the narrative accompanying the "Pension Benefits" table and accompanying notes for more detail on the above program.


401(k) Benefits


Eversource Energy offers a qualified 401(k) program for all employees, including executives, subject to tax code limits.  After applying these limits, the program provides a maximum match of up to $10,600 for Messrs. May, Judge and Schweiger, which is equal to 50 percent of the first 8 percent of eligible base salary and annual cash incentive.  For Messrs. McHale and Butler, Eversource Energy provides a maximum match of up to $7,950, which is equal to 3 percent of eligible base salary and annual cash incentive.


Deferred Compensation


Eversource Energy offers a non-qualified deferred compensation program for its executives.  In 2015, the program allowed deferral of up to 100 percent of base salary, annual incentives and long-term incentive awards.  The program allows participants to select investment measures for deferrals based on an array of deemed investment options (including certain mutual funds and publicly traded securities).  


See the Non-Qualified Deferred Compensation Table and accompanying notes for additional details on the above program.


Perquisites


Eversource Energy provides executives with limited financial planning, vehicle leasing and access to tickets to sporting events, perquisites that Eversource Energy believes are consistent with peer companies.  The current level of perquisites does not factor into decisions on total compensation.


Contractual Agreements


Eversource Energy maintains contractual agreements with all of the Named Executive Officers that provide for potential compensation in the event of certain terminations following a Change of Control.  Eversource Energy believes these agreements are necessary to attract and retain high quality executives and to ensure executive focus on Eversource Energy business during the period leading up to a potential Change of Control.  The agreements are "double-trigger" agreements that provide executives with compensation in the event of a Change of Control, while still providing an incentive to remain employed with Eversource Energy for the transition period that follows.  


Under the agreements, certain compensation is generally payable if, during the applicable change of control period, the executive is involuntarily terminated (other than for cause) or voluntarily terminates employment for "good reason."  These agreements are described more fully below under "Potential Payments upon Termination or Change of Control."   


TAX AND ACCOUNTING CONSIDERATIONS


NU’s annual and long-termEversource Energy's incentive plans wereplan was approved by shareholders and permitpermits annual incentive and performance share awards intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code.  However, NUEversource Energy believes that the availability of a tax deduction for forms of compensation is secondary to the goal of providing market-based compensation to attract and retain highly qualified executives.  In addition, the compensation program plans were amended in 2008 to comply with Section 409A of the Internal Revenue Code.  


NUEversource Energy has adopted the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718,Compensation-Stock Compensation.  In general, NUEversource Energy and the Committee do not takeconsider accounting considerations into account in structuring compensation arrangements.


EQUITY GRANT PRACTICES


Equity awards noted in the compensation tables are made at the February meeting of the Compensation Committee (subject to the further approval of the independent members of Eversource Energy's Board of Trustees of NU’sthe Chief Executive Officer’sOfficer's award) when the Committee also determines base salary, annual and long-term incentive compensation targets and annual incentive awards. The date of this meeting is chosen several months in advance, and therefore awards are not coordinated with the release of material non-public information.




153




SUMMARY COMPENSATION TABLE


The table below summarizes the total compensation paid or earned in 2015 by CL&P’s NEOs, consisting of the&P's principal executive officer (Mr. Olivier)Schweiger), principal financial officer (Mr. Judge) and the three other most highly compensated executive officers other than the principal executive officers and principal financial officer serving at the end of 2013on December 31, 2015 (Messrs. May, McHale, and Butler), determined in accordance with the applicable SEC disclosure rules.  The table provides information for 2011 ifrules (collectively, the executive officer was included in the Summary Compensation Table for those years.Named Executive Officers).  As explained in the footnotes below, the amounts reflect the economic benefit to each Named Executive Officer of the compensation item paid or accrued on his behalf for the fiscal year ended December 31, 2013.2015.  The compensation shown for each Named Executive Officer was for all services in all capacities to NUEversource Energy and its subsidiaries.  All salaries, annual incentive amounts and long-term incentive amounts shown for each Named Executive Officer were paid for all services rendered to NUEversource Energy and its subsidiaries, including CL&P, in all capacities.


 

 

 

 

 

Change in

 

 

 

 

 

 

 

Pension

 

 

 

 

 

 

 

Value

 

 

 

 

 

 

 

and Non-

 

 

 

 

 

 

 

Qualified

All Other

 

 

 

 

Stock

Non-Equity

Deferred

Compen-

 

Name and

 

Salary

Awards

Incentive Plan

Earnings

sation

Total

Principal Position

Year

($) (2)

($) (3)

($) (4)

($) (5)

($) (6)

($)

Thomas J. May (1)

2013

1,161,250

4,263,480

2,125,000

--

111,269

7,660,999

Chairman of the Board,

2012

1,125,000

3,418,416

2,100,000

1,232,395

91,726

7,967,537

President and Chief

 

 

 

 

 

 

 

Executive Officer of NU;

 

 

 

 

 

 

 

Chairman of CL&P

 

 

 

 

 

 

 

James J. Judge (1)

2013

570,750

1,074,069

650,000

111,279

20,886

2,426,984

Executive Vice President

2012

535,667

793,045

640,000

1,097,100

21,085

3,086,897

and Chief Financial

 

 

 

 

 

 

 

Officer

 

 

 

 

 

 

 

Leon J. Olivier

2013

599,242

1,131,462

670,000

109,818

23,668

2,534,190

Executive Vice President

2012

583,043

889,147

974,236

887,046

17,491

3,350,963

and Chief Operating

2011

565,548

852,791

412,500

724,796

16,966

2,572,601

Officer of NU; CEO of CL&P

 

 

 

 

 

 

 

David R. McHale

2013

570,147

1,074,069

650,000

--

22,104

2,316,320

Executive Vice President

2012

553,853

844,685

939,939

1,127,536

16,615

3,482,628

and Chief Administrative

2011

537,721

810,080

393,750

798,025

16,132

2,555,708

Officer

 

 

 

 

 

 

 

Gregory B. Butler

2013

444,423

746,109

505,000

--

12,650

1,708,182

Senior Vice President,

2012

431,885

659,226

727,534

764,758

7,500

2,590,903

General Counsel

2011

417,508

629,234

305,241

553,436

7,350

1,912,769

____________________

 

 

 

 

 

Change in

 

 

 

 

 

 

 

Pension

 

 

 

 

 

 

 

Value

 

 

 

 

 

 

 

and Non-

 

 

 

 

 

 

 

Qualified

 

 

 

 

 

Stock

Non-Equity

Deferred

All Other

 

Name and

 

Salary

Awards

Incentive Plan

Earnings

Compensation

Total

Principal Position

Year

($) (2)

($) (3)

($) (4)

($) (5)

($) (6)

($)

Thomas J. May

2015

1,232,250

5,805,087

2,400,000

165,239

82,260

9,684,836

President and Chief

2014

1,196,325

5,276,401

2,250,000

182,787

75,004

8,980,517

Executive Officer of

2013

1,161,250

4,263,480

2,125,000

111,269

7,660,999

Eversource Energy;

 

 

 

 

 

 

 

Chairman of CL&P

 

 

 

 

 

 

 

James J. Judge

2015

605,650

1,135,526

690,000

895,929

20,672

3,347,777

Executive Vice President

2014

587,975

1,170,436

660,000

1,587,879

20,346

4,026,636

and Chief Financial

2013

570,750

1,074,069

650,000

111,279

20,886

2,426,984

Officer of Eversource

 

 

 

 

 

 

 

Energy and CL&P

 

 

 

 

 

 

 

Werner J. Schweiger (1)

2015

600,000

1,123,939

680,000

746,734

21,135

3,171,808

Executive Vice President

2014

538,950

821,193

600,000

1,174,893

205,073

3,340,109

and Chief Operating

 

 

 

 

 

 

 

Officer of Eversource

 

 

 

 

 

 

 

Energy and CEO of

 

 

 

 

 

 

 

CL&P

 

 

 

 

 

 

 

David R. McHale

2015

605,308

1,135,526

630,000

252,131

14,987

2,637,952

Executive Vice President

2014

587,643

1,170,436

660,000

2,136,933

10,348

4,565,360

and Chief Administrative

2013

570,147

1,074,069

650,000

22,104

2,316,320

Officer of Eversource

 

 

 

 

 

 

 

Energy and CL&P

 

 

 

 

 

 

 

Gregory B. Butler

2015

474,992

799,503

525,000

242,980

12,886

2,055,361

Senior Vice President

2014

457,736

811,754

515,000

1,274,208

12,800

3,071,498

and General Counsel of

2013

444,423

746,109

505,000

12,650

1,708,182

Eversource Energy and

 

 

 

 

 

 

 

CL&P

 

 

 

 

 

 

 


(1)

Messrs. MayMr. Schweiger was elected Chief Executive Officer of CL&P effective August 11, 2014.  He did not meet the requirements for inclusion in the Summary Compensation Table and Judge becamewas not a Named Executive OfficersOfficer in 2013.  Mr. Schweiger was elected Executive Vice President and Chief Operating Officer of NU and CL&P upon the completion of the Merger on April 10, 2012.  They were not executive officers of NU or CL&P in 2011.  


The 2012 compensation reported for Messrs. May and Judge includes compensation paid by NSTAR during the period from January 1, 2012 to April 9, 2012, prior to the closing of the merger, plus compensation paid by NU for the remainder of 2012 following the closing of the merger.  The 2012 compensation paid by NU consisted of the following.  For Mr. May, Salary: $822,414; Non-Equity Incentive Plan Compensation: $2,100,000; Change in Pension Value and Non-Qualified Deferred Compensation Earnings: $1,232,395; All Other Compensation: $87,821; and Total: $4,242,630.  For Mr. Judge, Salary:



175



$401,215; Non-Equity Incentive Plan Compensation: $640,000; Change in Pension Value and Non-Qualified Deferred Compensation Earnings: $1,097,100; All Other Compensation: $7,500; and Total: $2,145,815.Eversource Energy effective September 2, 2014.


(2)

Includes amounts deferred in 20132015 under the deferred compensation program as follows: Mr. May: $0; Mr. Judge: $0; Mr. Olivier: $119,849;for Mr. McHale: $9,693; and Mr. Butler:  $0.$12,106.  For more information, see the Executive Contributions in the Last Fiscal Year column of the Non-Qualified Deferred Compensation Plans Table.


(3)

Reflects the aggregate grant date fair value of restricted share units (RSUs) and performance shares granted in each fiscal year, calculated in accordance with FASB ASC Topic 718.


In 2011, 20122015 and 2013, Messrs. Olivier, McHale and Butler2014 for each Named Executive Officer, RSUs were granted RSUsas long-term compensation that vest in equal annual installments over three years as long-term incentive compensation.years.  RSU holders are eligible to receive dividend equivalent units on outstanding RSUs held by them to the same extent that dividends are declared and paid on ourEversource Energy common shares. Dividend equivalent units are accounted for as additional common shares that accrue and are distributed simultaneously with the common shares issued upon vesting of the underlying RSUs.  The amounts shown for Mr. May and Mr. Judge represent the value of Deferred Shares granted by NSTAR.


In 2013,2015, each of the Named Executive Officers was granted performance shares as long-term incentive compensation.  These performance shares will vest on December 31, 20152017 based on the extent to which the two performance conditions described in the CD&ACompensation Discussion and Analysis are achieved.  The grant date values for the performance shares, assuming achievement of the highest level of both performance conditions, are as follows:  Mr. May: $3,200,080;$4,401,786; Mr. Judge: $806,174;$861,028; Mr. Olivier: $849,252;Schweiger:  $852,242; Mr. McHale: $806,174;$861,028; and Mr. Butler: $560,014.$606,234.




154



(4)

Includes payments to the Named Executive Officers under the 20132015 Annual Incentive Program (Mr. May:  $2,125,000;$2,400,000; Mr. Judge: $650,000;$690,000; Mr. Olivier: $670,000;Schweiger:  $680,000; Mr. McHale: $650,000;$630,000; and Mr. Butler: $505,000)$525,000).


(5)

Includes the actuarial increase in the present value from December 31, 20122014 to December 31, 20132015, of the Named Executive Officer’sOfficer's accumulated benefits under all of ourEversource Energy's defined benefit pension plansprogram and agreements determined using interest rate and mortality rate assumptions consistent with those appearing under the caption entitled "Management’s"Management's Discussion and Analysis and Results of Operations" in this Annual Report on Form 10-K.10-K for the fiscal year ended December 31, 2015.  The Named Executive Officer may not be fully vested in such amounts.  More information on this topic is set forth with respect to the Pension Benefits table, appearing further below.  There were no above-market earnings on deferrals in 2013.deferred compensation value during 2015, as the terms of the Deferred Compensation Plan provide for market-based investments, including Company Common Shares.  In 2013, the change in pension value for each of Messrs. May, McHale and Butler was a negative amount.


(6)

Includes matching contributions allocated by NUus to the accounts of Named Executive Officers under the 401k programplan as follows:  $10,200$10,600 for each of Messrs. May, and Judge and $7,650Schweiger, and $7,950 for each of Messrs. Olivier, McHale and Butler.  Also includes employer matching contributions under the deferred compensation program for eligible Named Executive Officers who made deferral elections in late 2012 for salary earned in 2013 (Mr. McHale: $9,511 and Mr. Olivier: $10,391).  Mr. Butler did not participate in the deferred compensation program in 2013.  For Mr. May, the value shown includes $60,837$54,906 attributable to a previously granted $6.155$6,155 million present value life insurance benefit;benefit, financial planning services valued at $6,720; $7,042$9,500 and $7,254 paid by NUthe Company for company-leased vehicles and $26,470 for a home security system.Company-leased vehicles.  For Mr. Judge, the value shown includes financial planning services valued at $6,800$5,000 and $3,886$5,072 paid by NUthe Company for Company-leased vehicles.  For Mr. Schweiger, the value shown includes financial planning services valued at $5,000, and $5,535 paid by the Company for company-leased vehicles.  Some of these perquisites are made available to senior executives; however, noneNone of the other Named Executive Officers received perquisites valued in the aggregate in excess of $10,000.




176155



GRANTS OF PLAN-BASED AWARDS DURING 20132015


The Grants of Plan-Based Awards Table provides information on the range of potential payouts under all incentive plan awards during the fiscal year ended December 31, 2013.2015.  The table also discloses the underlying stockequity awards and the grant date for equity-based awards.  NUEversource Energy has not granted any stock options since 2002.


 

 

 

 

 

 

All Other

 

 

 

 

 

 

 

All Other

 

 

 

 

 

 

 

Stock

Grant

 

 

 

 

 

 

Stock

Grant

 

 

 

 

 

 

 Awards:

Date Fair

 

 

 

 

 

 

 Awards:

Date Fair

 

 

 

 

 

 

Number of

Value of

 

 

 

 

 

 

Number of

Value of

 

Estimated Future Payouts Under

Estimated Future Payouts Under

Shares

Stock and

 

Estimated Future Payouts Under

Estimated Future Payouts Under

Shares

Stock and

 

Non-Equity Incentive Plan Awards

Equity Incentive Plan Awards (1)

of Stock

Option

 

Non-Equity Incentive Plan Awards

Equity Incentive Plan Awards(1)

of Stock

Option

Grant

Threshold

Target

Maximum

Threshold

Target

Maximum

or Units

Awards

Grant

Threshold

Target

Maximum

Threshold

Target

Maximum

or Units

Awards

Name

Date

($)

($)

($)

(#)

(#)

(#) (2)

($) (3)

Date

($)

($)

($)

(#)

(#)

(#) (2)

($) (3)

Thomas J. May

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Annual Incentive (4)

2/4/2013

585,000

1,170,000

2,340,000

—  

—  

—  

—  

—  

02/03/2015

682,500

1,365,000

2,730,000

—  

—  

—  

—  

—  

Long-Term Incentive (5)

2/5/2013

—  

—  

—  

52,000

104,000

52,000

4,263,480

02/03/2015

—  

—  

—  

50,100

100,200

50,100

5,805,087

James J. Judge

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Annual Incentive (4)

2/4/2013

187,000

374,000

748,000

—  

—  

—  

—  

—  

02/03/2015

198,500

397,000

794,000

—  

—  

—  

—  

—  

Long-Term Incentive (5)

2/5/2013

—  

—  

—  

13,100

26,200

13,100

1,074,069

02/03/2015

—  

—  

—  

9,800

19,600

9,800

1,135,526

Leon J. Olivier

 

 

 

 

 

 

 

 

Werner J. Schweiger

 

 

 

 

 

 

 

 

Annual Incentive (4)

2/4/2013

196,500

393,000

786,000

—  

—  

—  

—  

—  

02/03/2015

195,000

390,000

780,000

—  

—  

—  

—  

—  

Long-Term Incentive (5)

2/5/2013

—  

—  

—  

13,800

27,600

13,800

1,131,462

02/03/2015

—  

—  

—  

9,700

19,400

9,700

1,123,939

David R. McHale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Annual Incentive (4)

2/4/2013

187,000

374,000

748,000

—  

—  

—  

—  

—  

02/03/2015

198,500

397,000

794,000

—  

—  

—  

—  

—  

Long-Term Incentive (5)

2/5/2013

—  

—  

—  

13,100

26,200

13,100

1,074,069

02/03/2015

—  

—  

—  

9,800

19,600

9,800

1,135,526

Gregory B. Butler

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Annual Incentive (4)

2/4/2013

145,500

291,000

582,000

—  

—  

—  

—  

—  

02/03/2015

156,000

312,000

624,000

—  

—  

—  

—  

—  

Long-Term Incentive (5)

2/5/2013

—  

—  

—  

9,100

18,200

9,100

746,109

02/03/2015

—  

—  

—  

6,900

13,800

6,900

799,503

____________________


(1)

Reflects the number of performance shares granted to each of the Named Executive Officers on February 5, 20133, 2015 under the 2013201520152017 Long-Term Incentive Program.  Performance shares were granted subject to a three-year Performance Period that ends on December 31, 2015.2017.  At the end of the Performance Period, common shares will be awarded based on actual performance as a percentage of target, subject to reduction for applicable withholding taxes.  Holders of performance shares are eligible to receive dividend equivalent units on outstanding performance shares held by them to the same extent that dividends are declared and paid on ourEversource Energy common shares.  Dividend equivalent units are accounted for as additional common shares that accrue and are distributed simultaneously with the NU common shares underlying the performance shares.  The Annual Incentive Plan does not include an equity component.


(2)

Reflects the number of RSUs granted to each of the Named Executive Officers on February 5, 20133, 2015 under the 2013201520152017 Long-Term Incentive Program.  RSUs vest in equal installments on February 4, 2014, 20153, 2016, 2017 and 2016.  NU2018. Eversource Energy will distribute common shares with respect to vested RSUs on a one-for-one basis following vesting, after reduction for applicable withholding taxes.  Holders of RSUs are eligible to receive dividend equivalent units on outstanding RSUs held by them to the same extent that dividends are declared and paid on NUEversource Energy common shares.  Dividend equivalent units are accounted for as additional common shares that accrue and are distributed simultaneously with the NU common shares distributed in respect of the underlying RSUs.


(3)

Reflects the grant-date fair value, determined in accordance with FASB ASC Topic 718, of RSUs and performance shares granted to the Named Executive Officers on February 5, 20133, 2015 under the 2013201520152017 Long-Term Incentive Program.  


(4)

Amounts reflect the range of potential payouts, if any, under the 20132015 Annual Incentive Program for each Named Executive Officer, as described in the CD&A.Compensation Discussion and Analysis.  The payment in 20142016 for performance in 20132015 is set forth in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.  The threshold payment under the Annual Incentive Program is 50 percent of target.


(5)

Reflects the range of potential payouts, if any, pursuant to performance share awards under the 2013—2015 – 2017 Long-Term Incentive Program, as described in the CD&A.


Compensation Discussion and Analysis.



177156



EQUITY GRANTS OUTSTANDING AT DECEMBER 31, 20132015


The following table sets forth option and RSU grants outstanding at the end of ourthe fiscal year ended December 31, 20132015 for each of the Named Executive Officers.  All outstanding options were fully vested as of April 10, 2012.


 

 

Option Awards (1)

 

Stock Awards (2)

 

Option Awards (1)

 

Stock Awards (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Incentive

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Incentive

 

 

 

 

 

 

 

 

 

 

 

Equity Incentive

 

Plan Awards:

 

 

 

 

 

 

 

 

 

 

 

Equity Incentive

 

Plan Awards:

 

 

 

 

 

 

 

 

 

 

 

Plan Awards:

 

Market or Payout

 

 

 

 

 

 

 

 

 

 

 

Plan Awards:

 

Market or Payout

 

Number of

 

 

 

 

 

Number of

 

Market Value

 

Number of

 

Value of

 

Number of

 

 

 

 

 

Number of

 

Market Value

 

Number of

 

Value of

 

Securities

 

 

 

 

 

Shares or

 

of Shares or

 

Unearned

 

Unearned

 

Securities

 

 

 

 

 

Shares or

 

of Shares or

 

Unearned

 

Unearned

 

Underlying

 

 

 

 

 

Units of

 

Units of

 

Shares, Units or

 

Shares, Units or

 

Underlying

 

 

 

 

 

Units of

 

Units of

 

Shares, Units or

 

Shares, Units or

 

Unexercised

 

Option

 

 

 

Stock that

 

Stock that

 

Other Rights

 

Other Rights

 

Unexercised

 

Option

 

 

 

Stock that

 

Stock that

 

Other Rights

 

Other Rights

 

Options

 

Exercise

 

Option

 

have not

 

have not

 

That Have Not

 

That Have Not

 

Options

 

Exercise

 

Option

 

have not

 

have not

 

That Have Not

 

That Have Not

 

Exercisable

 

Price

 

Expiration

 

Vested

 

Vested

 

Vested

 

Vested

 

Exercisable

 

Price

 

Expiration

 

Vested

 

Vested

 

Vested

 

Vested

Name

 

(#)

 

($)

 

Date

 

(#) (3)

 

($) (4)

 

(#) (5)

 

($) (6)

 

(#)

 

($)

 

Date

 

(#) (3)

 

($) (4)

 

(#) (5)

 

($) (6)

Thomas J. May

 

244,032

 

28.12

 

5/3/17

 

 

 

 

 

 

 

 

110,841

 

5,660,627

 

169,123

 

8,637,112

James J. Judge

 

 

 

 

23,806

 

1,215,799

 

37,889

 

1,935,003

Werner J. Schweiger

 

47,232

 

28.1200

 

5/3/2017

 

 

 

 

 

196,800

 

24.74

 

1/24/18

 

 

 

 

 

39,360

 

24.7400

 

1/24/2018

 

 

 

 

 

208,608

 

25.93

 

1/22/19

 

 

 

 

 

48,544

 

25.9300

 

1/22/2019

 

 

 

 

 

174,496

 

26.90

 

1/28/20

 

 

 

 

 

36,736

 

26.9000

 

1/28/2020

 

 

 

 

 

 

 

 

 

 

 

160,757

 

6,814,489

 

53,832

 

2,281,938

 

 

 

 

19,664

 

1,004,226

 

29,625

 

1,512,957

James J. Judge

 

 

 

 

112,768

 

4,780,236

 

13,562

 

574,893

Leon J. Olivier

 

 

 

 

95,685

 

4,056,087

 

14,286

 

605,584

David R. McHale

 

 

 

 

111,430

 

4,723,518

 

13,562

 

574,893

 

 

 

 

23,806

 

1,215,799

 

37,889

 

1,935,003

Gregory B. Butler

 

 

 

 

83,592

 

3,543,465

 

9,421

 

399,356

 

 

 

 

16,624

 

848,990

 

26,401

 

1,348,292

____________________


(1)

Options held by Mr. May and Mr. Schweiger were granted by NSTAR before the Merger and assumed by NUus upon completion of the Merger.


(2)

Awards and market values of awards appearing in the table and the accompanying notes have been rounded to whole units.


(3)

A total of 168,407100,309 unvested RSUs vested after January 1 and on or before February 25, 201415, 2016 (Mr. May: 85,73156,375 and Mr. Judge: 19,914;12,629; Mr. Olivier: 23,479;Schweiger:  9,875; Mr. McHale: 22,300;12,629; and Mr. Butler: 16,983)8,801).  An additional 40,409 unvested RSUs will vest on January 26, 2015 (Mr. May: 32,800 and Mr. Judge: 7,609).  An additional 34 ,888A total of 64,677 unvested RSUs will vest on February 4, 20153, 2017 (Mr. May: 17,944;37,193; Mr. Judge: 4 ,521;7,798; Mr. Olivier: 4 ,762;Schweiger:  6,444; Mr. McHale: 4 ,521;7,798; and Mr. Butler: 3 ,140)5,444).  An additional 24,489A total of 29,755 unvested RSUs will vest on February 25, 20153, 2018 (Mr. Olivier: 9,099;May: 17,273; Mr. Judge: 3,379; Mr. Schweiger: 3,345; Mr. McHale: 8,644;3,379; and Mr. Butler: 6,746)2,379).  An additional 34,890 unvested RSUs will vest on February 4, 2016 (Mr. May: 17,945; Mr. Judge: 4,521; Mr. Olivier: 4,762; Mr. McHale: 4,521; and Mr. Butler: 3,141).


In connection with the Merger, in November 2010, NU and NSTAR each established retention pools in an aggregate amount of $10 million to be allocated to key employees, including some or all executive officers, to help ensure their continued dedication to each company both before and after completion of the Merger.  Awards were in the form of RSUs and generally vest subject to three years of continuous service following completion of the Merger.  Full payment will also be made if an eligible executive dies, becomes disabled, or is terminated by NU without "cause" before the end of the retention period, in which case the retention payment will be reduced by the amount of any cash severance payable to the executive upon or during the year following termination.  Awards granted to former NSTAR executive officers were assumed by NU upon completion of the Merger.  An additional 253,365 unvested RSUs granted pursuant to the retention pools will vest subject to three years of continuous service following completion of the Merger (Mr. Judge: 74,755; Mr. Olivier: 53,583; Mr. McHale: 71,444, and Mr. Butler: 53,583).  Mr. May did not participate in this program.


(4)

The market value of RSUs is determined by multiplying the number of RSUs by $42.39,$51.07, the closing price per NUshare of common shareshares on December 31, 2013,2015, the last trading day of the year.


(5)

Reflects the target payout level for performance shares granted under the 2013 – 2015 Program, the 2014 – 2016 Program and the 2015 – 2017 Program.


The performance shares.  Theshares payout for the 2013 – 2015 Program was based on actual performance equal to 114 percent of target as determined by the Compensation Committee at its February 2, 2016 meeting, subject to reduction for applicable withholding taxes (Mr. May: 65,603 shares; Mr. Judge: 16,527 shares; Mr. Schweiger: 11,733 shares; Mr. McHale: 16,527 shares and Mr. Butler: 11,481 shares).


The performance shares payout for 2014 – 2016 Program and the 2015 – 2017 Program will be based on actual performance as a percentage of target, subject to reduction for applicable withholding taxes. As described more fully under “Performance Shares”"Performance Shares" in the CD&ACompensation Discussion and Analysis and footnote (1) to the Grants of Plan-BasedPlan- Based Awards table, performance shares will vest following a three-year performance period based on the extent to which the two 2013 performance conditions are achieved. AUnder the 2014 – 2016 Program, a total of 104,663109,466 unearned performance shares (including accrued dividend equivalents) will vest onas of December 31, 2015,2016, assuming achievement of these conditions at a target level of performance: (Mr.Mr. May: 53,832;59,757 shares; Mr. Judge: 13,562;13,256 shares; Mr. Olivier: 14,286;Schweiger: 9,300 shares; Mr. McHale: 13,562;13,256 shares; and Mr. Butler: 9,421).9,193 shares.


(6)

The market value is determined by multiplying the number of performance shares in the adjacent column by $42.39,$51.07 the closing price of NUEversource Energy common shares on December 31, 2013,2015, the last trading day of the year.





178157



OPTIONS EXERCISED AND STOCK VESTED IN 20132015


The following table reports amounts realized on equity compensation during the fiscal year ended December 31, 2013.2015. The Stock Awards columns report the vesting of RSU grants to the Named Executive Officers in 2013.2015.


 

Option Awards

 

Stock Awards

 

Option Awards

 

Stock Awards

 

 

 

 

 

Number of

 

 

 

 

 

 

 

Number of

 

 

 

 

 

 

 

Shares

 

 

 

 

 

 

 

Shares

 

 

 

Number of

 

Value Realized

 

Acquired on

 

Value Realized

 

Number of

 

Value Realized

 

Acquired on

 

Value Realized

 

Shares Acquired

 

on Exercise

 

Vesting

 

on Vesting

 

Shares Acquired

 

on Exercise

 

Vesting

 

on Vesting

Name

 

on Exercise

 

($) (1)

 

(#) (2)

 

($) (3)

 

on Exercise

 

($) (1)

 

(#) (2)

 

($) (3)

Thomas J. May

 

262,400

 

$5,633,484

 

69,605

 

2,801,591

 

174,496

 

4,265,467

 

73,839

 

3,939,539

James J. Judge

 

 

 

15,807

 

636,221

 

 

 

95,203

 

4,814,658

Leon J. Olivier

 

 

 

26,331

 

1,080,088

Werner J. Schweiger

 

 

 

83,278

 

4,211,054

David R. McHale

 

 

 

25,051

 

1,027,580

 

 

 

92,329

 

4,652,409

Gregory B. Butler

 

 

 

19,478

 

798,971

 

 

 

69,017

 

3,478,241

____________________

(1)

Represents the amounts realized upon option exercises, which is the difference between the option exercise price and the market price at the time of exercise.


(2)

Includes RSUs granted to the Named Executive Officers under NU’sthe Eversource Energy long-term incentive programs, including dividend reinvestments, as follows:


Name

 

2010 Program

 

2011 Program

 

2012 Program

 

2013 Program

 

2012 Program

 

2013 Program

 

2014 Program

 

2015 Program

Thomas J. May

 

 —

 

35,925

 

33,680

 

 

36,036

 

18,546

 

19,258

 

James J. Judge

 

 

7,993

 

7,813

 

 

8,360

 

4,672

 

4,272

 

Leon J. Olivier

 

8,251

 

9,291

 

8,789

 

Werner J. Schweiger

 

7,495

 

3,317

 

2,997

 

David R. McHale

 

7,875

 

8,825

 

8,350

 

 

8,934

 

4,672

 

4,272

 

Gregory B. Butler

 

6,106

 

6,855

 

6,516

 

 

6,972

 

3,245

 

2,962

 

____________________

Also includes retention awards consisting of a total of 277,657 RSUs that vested on April 10, 2015 (Mr. Judge: 77,899 RSUs; Mr. Schweiger: 69,469 RSUs; Mr. McHale: 74,451 RSUs; and Mr. Butler: 55,838 RSUs).  In connection with the Merger, in November 2010, Eversource Energy and NSTAR each established retention pools that were allocated to key employees, including certain executive officers, to help ensure their continued dedication to the company both before and after completion of the Merger.  Awards were in the form of RSUs that vested after three years of continuous service following completion of the Merger.  Awards granted to former NSTAR executive officers were assumed by us upon completion of the Merger.  Mr. May did not participate in this program.


In all cases, the distribution of common shares is reduced by that number of shares valued in an amount sufficient to satisfy tax withholding obligations, which amount is distributed in cash.


(3)

Values realized on vesting of RSUs granted under the 2012 – 2014 Program for Messrs. May, Judge and Judge areSchweiger were based on $40.25$55.80 per share, the closing price of NUEversource Energy common shares on January 28, 2013.26, 2015.  Values realized on vesting of RSUs granted under the 2012 – 2014 Program for Messrs. Olivier, McHale and Butler arewere based on $41.02$53.34 per share, the closing price of NUEversource Energy common shares on February 25, 2013.2015.  Values realized on vesting of RSUs granted under the 2013 – 2015 and 2014 – 2016 Programs were based on $51.02 per share, the closing price of Eversource Energy common shares on February 17, 2015.  Values realized on vesting of retention awards for Messrs. Judge, Schweiger, McHale and Butler were based on $49.46 per share, the closing price of Eversource Energy common shares on April 10, 2015.


PENSION BENEFITS IN 20132015


The Pension Benefits Table shows the estimated present value of accumulated retirement benefits payable to each Named Executive Officer upon retirement based on the assumptions described below.  The table distinguishes between benefits available under the qualified pension program, the supplemental pension program, and any additional benefits available under contractual agreements.  See the narrative above in the CD&ACompensation Discussion and Analysis under the headingcaption "OTHER- Retirement Benefits" and "CONTRACTUAL AGREEMENTS" for more detail on benefits under these plans and ourthese agreements.


The values shown in the Pension Benefits Table for Messrs. May and Judge were calculated as of December 31, 20132015 based on benefit payments in the form of a lump sum. For Messrs.Mr. McHale, and Butler,Eversource Energy assumed a payment of benefits in the form of a one-half spousal contingent annuitant option was assumed.  In recognition of Mr. May’s contribution to the success of NU and in order to incent Mr. May to postpone retirement, continue to serve as NU’s Chairman, President and Chief Executive Officer, including, but not limited to, carrying out the critical task of completing the integration of the legacy companies, theoption. The Compensation Committee and the Board of Trustees approved a resolution in February of 2014 providing that the net present value of Mr. May’s supplementalMay's pension program benefit will be not less than the amount that represents the value of his earned supplemental pension program benefit as of December 31, 2012, the end of the year thatduring which Mr. May reached retirement age. The supplemental retirement benefit equaled $23.05 million at that date. Such earned supplemental pension program benefit value could otherwise change in the future because of the reduction in mortality factors and the potentially rising interest rates.  NU’s Board believes that Mr. May’s continuing employment is critical to the success of NU, and that establishing a minimum supplemental pension program value at the amount that was previously earned is fair and desirable.  The values shown in the Pension Benefits Table for Mr. May reflect this.  For Mr. Olivier, both a lump sum payment of his special retirement benefits under his agreement, and payment of his qualified pension program benefit as a life annuity with a one-third spousal contingent annuitant option (the typical payment form under that Plan), were assumed.


The values shown in this Table for the Named Executive Officers were based on benefit payments commencing at the earliest possible ages for retirement with unreduced benefits:  Mr. May: age 60,67, Mr. Judge: age 60, Mr. Olivier:Schweiger: age 60, Mr. McHale: age 60, Mr. Butler: age 62.  




158



In addition, Eversource Energy determined benefits under the qualified pension program were determined using tax code limits in effect on December 31, 2013.2015.  For Messrs. May, Judge and Judge,Schweiger, the values shown reflect actual 20132015 salary and annual incentives earned in 20122014 but paid in 20132015 (per applicable supplemental program rules).  For Messrs. McHale and Butler, the values shown reflect actual 20132015 salary and annual incentives earned in 20132014 but paid in 20142016 (per applicable supplemental program rules).  



179




TheEversource Energy determined the present value of benefits at retirement age were determined using the discount raterates within a range of 4.854.21 to 4.6 percent (5.03 percent for Messrs. Olivier, McHale and Butler) under Statement of Financial Accounting Standards No. 87ASC 715-30 pension accounting for the 20132015 fiscal year end measurement (as of December 31, 2013)2015).  This present value assumes no pre-retirement mortality, turnover or disability.  However, for the postretirement period beginning at retirement age, weEversource Energy used the RP2000 Combined HealthyRP2014 Employee Table Projected Generationally with Scale MP2015.  This new mortality table (the 1983 Group Annuity Mortality Table for Mr. Olivier per his agreement) as(as published by the Society of Actuaries projected to 2013 within 2014) and projection scale AA, which iswere used by the same table usedEversource Pension Plan for year-end 2015 financial reporting under FAS 87.disclosure.  Additional assumptions appear under the caption entitled "Management’s"Management's Discussion and Analysis and Results of Operations" in this Annual Report on Form 10-K.10-K for the fiscal year ended December 31, 2015.


Pension Benefits


 

 

 

 

Number of

 

Present Value

 

 

 

 

 

 

Years Credited

 

of Accumulation

 

During Last

Name

 

Plan Name

 

Service (#)

 

Benefit ($)

 

Fiscal Year ($)

Thomas J. May

 

Pension Plan

 

37.5

 

2,283,984

 

 

 

Supplemental Plan

 

20.0

 

6,107,124

 

 

 

Supplemental Plan

 

37.5

 

13,681,087

 

James Judge

 

Pension Plan

 

36.33

 

2,264,922

 

 

 

Supplemental Plan

 

20.0

 

3,598,556

 

 

 

Supplemental Plan

 

36.33

 

2,349,639

 

Leon J. Olivier (1)

 

Pension Plan

 

14.8

 

616,794

 

 

 

Supplemental Plan

 

12.3

 

4,062,892

 

 

 

Special Pension Benefit

 

31.2

 

1,216,389

 

105,966

David R. McHale

 

Pension Plan

 

32.3

 

1,131,791

 

 

 

Supplemental Plan

 

32.3

 

4,287,656

 

 

Gregory B. Butler

 

Pension Plan

 

16.0

 

578,831

 

 

 

Supplemental Plan

 

16.0

 

1,611,333

 

____________________

 

 

 

 

Number of

 

Present Value

 

 

 

 

 

 

Years Credited

 

of Accumulation

 

During Last

Name

 

Plan Name

 

Service (#)

 

Benefit ($)

 

Fiscal Year ($)

Thomas J. May

 

Retirement Plan

 

39.5

 

2,316,012

 

 

 

Supplemental Plan

 

20

 

5,742,975

 

 

 

Supplemental Plan

 

39.5

 

15,343,975

 

James Judge

 

Retirement Plan

 

38.33

 

2,577,634

 

 

 

Supplemental Plan

 

20

 

5,143,879

 

 

 

Supplemental Plan

 

38.33

 

2,975,682

 

Werner J. Schweiger

 

Retirement Plan

 

13.83

 

410,358

 

 

 

Supplemental Plan

 

13.3

 

4,344,197

 

 

 

Supplemental Plan

 

13.83

 

1,349,183

 

David R. McHale

 

Retirement Plan

 

34.3

 

1,562,280

 

 

 

Supplemental Plan

 

34.3

 

5,994,100

 

 

Gregory B. Butler

 

Retirement Plan

 

19

 

863,707

 

 

 

Supplemental Plan

 

19

 

2,509,375

 


(1)

Mr. Olivier was employed with Northeast Nuclear Energy Company, one of NU’s subsidiaries, from October of 1998 through March of 2001.  In connection with this employment, he received a special retirement benefit that provided credit for service with his previous employer, Boston Edison Company (BECO), when calculating the value of his defined benefit pension, offset by the pension benefit provided by BECO.  The benefit, which commenced upon Mr. Olivier’s 55th birthday, provides an annuity of $105,966 per year in a form that provides no contingent annuitant benefit.  The present value of future payments under this benefit was calculated using the actuarial assumptions currently used by the pension program.  Mr. Olivier was rehired by NU from Entergy in September 2001.  Mr. Olivier’s current employment agreement provides for certain supplemental pension benefits in lieu of benefits under the supplemental program, in order to provide a benefit similar to that provided by Entergy.  Under this arrangement, Mr. Olivier is eligible to receive a supplemental benefit, consisting of three percent of final average compensation for each of his first 15 years of service since September 10, 2001, plus one percent of final average compensation for each of the second 15 years of service.  Alternatively, if Mr. Olivier voluntarily terminates his employment with NU, he is eligible to receive upon retirement a lump sum payment of $2,050,000 in lieu of benefits under the supplemental program and the benefit described in the preceding sentence.  These supplemental pension benefits will be offset by the value of any benefits he receives from the pension program.  Amounts reported in the table assume the termination of his employment with our consent on December 31, 2013, and payment of the lump sum benefit of $4,062,892 offset by pension program benefits.


NONQUALIFIED DEFERRED COMPENSATION IN 20132015


See the narrative above in the CD&ACompensation Discussion and Analysis under the headingcaption "ELEMENTS OF 20132015 COMPENSATION – OTHER –- OTHER- Deferred Compensation" for more detail on the Eversource Energy non-qualified deferred compensation program.  


 

 

Executive

 

Registrant

 

Aggregate

 

Aggregate

 

Aggregate

 

 

Contributions

 

Contributions

 

Earnings in

 

Withdrawals/

 

Balance at

 

 

in Last FY

 

in Last FY

 

in Last FY

 

Distributions

 

Last FYE

Name

 

($) (1)

 

($) (2)

 

($)

 

($) (3)

 

($) (4)

Thomas J. May

 

 

 

5,644,052

 

 

44,963,882

James J. Judge

 

 

 

385,048

 

 

3,372,253

Leon J. Olivier

 

119,849

 

10,530

 

650,128

 

 

2,581,912

David R. McHale

 

9,693

 

9,601

 

10,499

 

 

82,056

Gregory B. Butler

 

 

 

1,492

 

 

13,261

____________________

 

 

Executive

 

Registrant

 

Aggregate

 

Aggregate

 

Aggregate

 

 

Contributions

 

Contributions

 

Earnings in

 

Withdrawals/

 

Balance at

 

 

in Last FY

 

in Last FY

 

in Last FY

 

Distributions

 

Last FYE

Name

 

($) (1)

 

($)

 

($)

 

($)

 

($) (2)

Thomas J. May

 

 

 

 

 

(694,724)

 

 

 

55,938,452

James J. Judge

 

 

 

 

 

(54,437)

 

 

 

4,326,498

Werner J. Schweiger

 

 

 

 

 

(20,723)

 

 

 

13,762,011

David R. McHale

 

12,106

 

 

 

(1,665)

 

 

 

126,804

Gregory B. Butler

 

 

 

 

 

(150)

 

 

 

15,937


(1)

Includes deferrals under the Eversource Energy deferred compensation program (Mr. Olivier: $119,849 and Mr. McHale: $9,693).program.  Named Executive Officers who participate in this program are provided with a variety of investment opportunities, which the individual can modify and reallocate under the program terms.  Contributions by the Named Executive Officer are vested at all times; however, the applicable employer matching contribution vests after three years and will be forfeited if the executive’s



180



employment terminates, other than for retirement, death or disability, prior to vesting, but will become fully vested upon a change of control.times.  The amounts reported in this column for each Named Executive Officer are reflected as compensation to such Named Executive Officer in the Summary Compensation Table.


(2)

Includes employer matching contributions made by NU under the deferred compensation program as of December 31, 2013 and posted on January 31, 2014, as reported in the All Other Compensation column of the Summary Compensation Table: (Mr. Olivier: $10,391; and Mr. McHale: $9,511).  The employer matching contribution is deemed to be invested in common shares but is paid in cash at the time of distribution.  


(3)

Includes the total market value of deferred compensation program balances at December 31, 2013,2015, plus the value of vested RSUs or other awards for which the distribution of common shares is currently deferred, based on $42.39,$51.07, the closing price per NUof Eversource Energy common shareshares on December 31, 2013,2015, the last trading day of the year.  The aggregate balances reflect a significant level of earnings on previously earned and deferred compensation.


POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL


Generally, a "change of control" means a change in ownership or control of NU effected through (i) the acquisition of 20 percent or more of the combined voting power of common shares or other voting securities (30 percent for Messrs. May, Judge and Judge,Schweiger, excluding certain defined transactions), (ii) the acquisition of more than 50 percent of common shares excluding certain defined transactions (for Messrs. May, Judge and Judge)Schweiger), (iii) a change in the majority of NU’sEversource Energy's Board of Trustees, unless approved by a majority of the incumbent Trustees, (iv) certain reorganizations, mergers or consolidations where substantially all of the persons who were the beneficial owners of the outstanding common shares immediately prior to such business combination do not beneficially own more than 50 percent (75 percent for Mr. Olivier) of the voting power of the resulting business entity (excluding in certain cases defined transactions), and (v) complete liquidation or dissolution of NU,the Company, or a sale or disposition of all or substantially all of the assets of NUEversource Energy other than, for Messrs. McHale and Butler, to an entity with respect to which following



159



completion of the transaction more than 50 percent (75 percent for Mr. Olivier) of common shares or other voting securities is then owned by all or substantially all of the persons who were the beneficial owners of common shares and other voting securities immediately prior to such transaction.


In the event of a change of control, the Named Executive Officers are generally entitled to receive compensation and benefits following either involuntary termination of employment without "cause" or voluntary termination of employment for "good reason" within the applicable period (generally two years following change of control or shareholder approval thereof). The Committee believes that termination for good reason is conceptually the same as termination "without cause" and, in the absence of this provision, potential acquirers would have an incentive to constructively terminate executives to avoid paying severance.  Termination for "cause" generally means termination due to a felony or certain other convictions; fraud, embezzlement, or theft in the course of employment; intentional, wrongful damage to Company property; gross misconduct or gross negligence in the course of employment or gross neglect of duties harmful to the Company; or a material breach of obligations under the agreement.  "Good reason" for termination generally exists after assignment of duties inconsistent with executive’sexecutive's position, a material reduction in compensation or benefits, a transfer more than 50 miles from the executive’sexecutive's pre-change of control principal business location (or for Messrs. May, Judge and Judge, aSchweiger, an involuntary transfer outside the Greater Boston Metropolitan Area), or requiring business travel to a substantially greater extent than required pre-change of control (for Messrs. May, Judge and Judge)Schweiger).


The discussion and tables below show compensation payable to each Named Executive Officer, in the event of: (i) termination for cause; (ii) voluntary termination; (iii) involuntary not-for-cause termination; (iv) termination in the event of disability; (v) death; and (vi) termination following change of control.  The amounts shown assume that each termination was effective as of December 31, 2013,2015, the last business day of the fiscal year as required under SEC reporting requirements.year.


The summaries above do not purport to be complete and are qualified in their entirety by the actual terms and provisions of the agreements and plans, copies of which have been filed as exhibits to this Annual Report on Form 10-K.


Payments Upon Termination


Regardless of the manner in which the employment of a Named Executive Officer terminates, he is entitled to receive certain amounts earned during his term of employment.  Such amounts include:


·

Vested RSUs and certain other vested awards;

·

Amounts contributed and any vested matching contributions under the deferred

compensation program;

·

Pay for unused vacation; and

·

Amounts accrued and vested under the pension/supplemental and 401k programs (except in the event of a termination for cause under the supplemental program).


As a result, we do not include these amounts in the tables.


See the section above captioned "PENSION BENEFITS IN 2013"2015" for information about the pension program, supplemental program and other benefits, and the section captioned "NONQUALIFIED DEFERRED COMPENSATION IN 2013.2015."




181



I.

Post-Employment Compensation:  Termination for Cause


 

May

Judge

OlivierSchweiger

McHale

Butler

Type of Payment

($)

($)

($)

($)

($)

Incentive Programs

 

 

 

 

 

Annual Incentives

Performance Shares

RSUs

Pension and Deferred Compensation

 

 

 

 

 

Supplemental Plan

SupplementalSpecial Retirement Benefit (1)

1,216,389

Deferred Compensation ProgramDeferral Plan

Other Benefits

 

 

 

 

 

Health and Welfare Cash Value

Perquisites

Separation Payments

 

 

 

 

 

Excise Tax & Gross-Up

Separation Payment for Non-Compete Agreement

Separation Payment for Liquidated Damages

Total

1,216,389

____________________



160


(1)

Represents actuarial present values at year-end 2013 of amounts payable solely under Mr. Olivier’s employment agreement upon termination (which are in addition to amounts due under the pension program).  Under Mr. Olivier’s agreement, he would receive upon termination a lump sum payment of $2,050,000, offset by the value of pension program benefits.


II.

Post-Employment Compensation:  Voluntary Termination


 

May

Judge

Olivier

McHale

Butler

Type of Payment

($)

($)

($)

($)

($)

Incentive Programs

 

 

 

 

 

Annual Incentives (1)

2,125,000

650,000

670,000

650,000

505,000

Performance Shares (2)

2,281,952

191,645

555,139

133,105

RSUs (3)

2,091,777

175,664

1,734,238

659,970

Pension and Deferred Compensation

 

 

 

 

 

Supplemental Plan

Supplemental Benefit (4)

1,216,389

 ―

Deferred Compensation Program

Other Benefits

 

 

 

 

 

Health and Welfare Benefits

Perquisites

Separation Payments

 

 

 

 

 

Excise Tax & Gross-Up

Separation Payment for Non-Compete Agreement

Separation Payment for Liquidated Damages

 ―

Total

6,498,729

1,017,309

4,175,766

650,000

1,298,075

____________________

 

May

Judge

Schweiger

McHale

Butler

Type of Payment

($)

($)

($)

($)

($)

Incentive Programs

 

 

 

 

 

Annual Incentives (1)

2,400,000

690,000

680,000

630,000

525,000

Performance Shares (2)

8,637,112

1,364,243

1,013,050

1,364,243

948,806

RSUs (3)

5,440,093

591,219

462,276

591,219

412,029

Pension and Deferred Compensation

 

 

 

 

 

Supplemental Plan

Special Retirement Benefit

Deferral Plan

Other Benefits

 

 

 

 

 

Health and Welfare Benefits

Perquisites

Separation Payments

 

 

 

 

 

Excise Tax & Gross-Up

Separation Payment for Non-Compete Agreement

Separation Payment for Liquidated Damages

Total

16,477,205

2,645,462

2,155,326

2,585,462

1,885,835


(1)

Represents actual 20132015 annual incentive awards, determined as described in the CD&A.Compensation Discussion and Analysis.


(2)

For Mr. May:  Represents 100 percent of the performance share awards under each of the 2013 – 2015 Long-Term Incentive Program, the 2014 – 2016 Long-Term Incentive Program and the 2015 – 2017 Long-Term Incentive Program.  For Messrs. Judge, Schweiger, McHale and Butler: Represents 100 percent of the performance share awards under the 2013 – 2015 Long-Term Incentive Program, for67 percent of the Named Executive Officers.performance share awards under the 2014 – 2016 Long-Term Incentive Program and 33 percent of the performance share awards under the 2015 – 2017 Long-Term Incentive Program.  


(3)

Represents values of RSUs granted tounder the Named Executive Officers under NU’sEversource Energy long-term incentive programs that, at year-end 2013,2015, were unvested under applicable vesting schedules.  Under these programs, RSUs vest pro rata based on credited service years and age at termination, and time worked during the vesting period.  The values were calculated by multiplying the number of RSUs by $42.39,$51.07, the closing price of NUEversource Energy common shares on December 31, 2013,2015, the last trading day of the year.  Excludes retention pool RSU grants, which would not vest upon voluntary termination.


(4)

Represents actuarial present values at year-end 2013 of amounts payable solely under employment agreements (which are in addition to amounts due under the pension program).  Under Mr. Olivier’s agreement, he would receive a lump sum payment of $2,050,000, offset by the value of pension program benefits.  Amounts shown are year-end 2013 present values payable upon termination.




182



III.

Post-Employment Compensation:  Involuntary Termination, Not for Cause


 

May

Judge

Olivier

McHale

Butler

Type of Payment

($)

($)

($)

($)

($)

Incentive Programs

 

 

 

 

 

Annual Incentives (1)

2,125,000

650,000

670,000

650,000

505,000

Performance Shares (2)

2,281,952

191,645

555,139

133,105

RSUs (3)

2,091,777

3,344,473

4,005,621

1,131,026

1,452,953

Pension and Deferred Compensation

 

 

 

 

 

Supplemental Plan

Supplemental Benefit (4)

1,216,389

3,324,554

2,231,789

Deferred Compensation Program (5)

9,511

Other Benefits

 

 

 

 

 

Health and Welfare Benefits (6)

78,326

76,985

Perquisites (7)

10,000

10,000

Separation Payments

 

 

 

 

 

Excise Tax & Gross-Up

Separation Payment for Non-Compete Agreement (8)

948,750

739,200

Separation Payment for Liquidated Damages (9)

948,750

739,200

Total

6,498,729

4,186,118

6,447,149

7,100,917

5,888,232

____________________

 

May

Judge

Schweiger

McHale

Butler

Type of Payment

($)

($)

($)

($)

($)

Incentive Programs

 

 

 

 

 

Annual Incentives (1)

2,400,000

690,000

680,000

630,000

525,000

Performance Shares (2)

8,637,112

1,364,243

1,013,050

1,364,243

948,806

RSUs (3)

5,440,093

591,219

462,276

591,219

412,029

Pension and Deferred Compensation

 

 

 

 

 

Supplemental Plan

Special Retirement Benefit (4)

 ―

755,035

3,809,612

Deferral Plan

Other Benefits

 

 

 

 

 

Health and Welfare Benefits (5)

47,667

46,489

Perquisites (6)

10,000

10,000

Separation Payments

 

 

 

 

 

Excise Tax & Gross-Up

Separation Payment for Non-Compete Agreement (7)

1,006,665

792,000

Separation Payment for Liquidated Damages (8)

1,006,665

792,000

Total

16,477,205

2,645,462

2,155,326

5,411,494

7,335,936


(1)

Represents actual 2013 Named Executive Officer2015 annual incentive awards, determined as described in the CD&A.  Compensation Discussion and Analysis.


(2)

For Mr. May:  Represents 100 percent of the performance share awards under each of the 2013 – 2015 Long-Term Incentive Program, the 2014 – 2016 Long-Term Incentive Program and the 2015 – 2017 Long-Term Incentive Program.  For Messrs. Judge, Schweiger, McHale and Butler: Represents 100 percent of the performance share awards under the 2013 - 2015 Long-Term Incentive Program, for Messrs. May, Judge, Olivier, McHale67 percent of the performance share awards under the 2014 – 2016 Long-Term Incentive Program and Butler.33 percent of the performance share awards under the 2015 – 2017 Long-Term Incentive Program.  


(3)

Represents values of RSUs under ourthe Eversource Energy long-term incentive programs that, at year-end 2013,2015, were unvested under applicable vesting schedules.  Under these programs, RSUs vest pro rata based on credited service years and age at termination, and time worked during the vesting period.  Under the retention program, RSUs vest fully upon termination without cause and the value is reduced by separation payments.  The values were calculated by multiplying the number of RSUs by $42.39,$51.07, the closing price of NUEversource Energy common shares on December 31, 2013,2015, the last trading day of the year.  



161




(4)

Represents actuarial present values at year-end 20132015 of amounts payable solely under employment agreements upon termination (which are in addition to amounts due under the pension program).  Mr. Olivier’s agreement provides for a lump sum payment of $3,271,654 offset by the value of pension program benefits.  Agreements with Messrs. McHale and Butler provide for two years age and service credit under the supplemental program.


(5)

Represents value of NU matching contributions under the deferred compensation program that were unvested under applicable vesting schedules (other amounts in this program represent previously vested NU matching contributions, where applicable, and earned compensation contributed by executives).


(6)

Represents estimated costs to NUEversource Energy at year-end 20132015 of providing post-employment health and welfare benefits beyond those available to non-executives upon involuntary termination.  The amountamounts reported in the table for Messrs. McHale and Butler representsrepresent (a) the value of two years employer contributions toward active health, long-term disability, and life insurance benefits, plus (b) a payment to offset any taxes thereon (gross-up).  


(7)(6)

Represents the cost to NUEversource Energy of reimbursing Messrs. McHale and Butler for two years financial planning and tax preparation fees.  


(8)(7)

Represents consideration for agreements not to compete with NUEversource Energy following termination.  Employment agreements with these executives provide for a lump-sum payment equal to the sum of their base salary plus annual incentive award.  These payments do not replace, offset or otherwise affect the calculation or payment of the annual incentive awards.


(9)(8)

Represents severance payments in addition to any non-compete agreement payments described in the prior note.  



183



IV.

Post-Employment Compensation:  Termination Upon Disability


May

Judge

Olivier

McHale

Butler

May

Judge

Schweiger

McHale

Butler

Type of Payment

($)

($)

($)

Incentive Programs

 

 

 

Annual Incentives (1)

2,125,000

650,000

670,000

650,000

505,000

2,400,000

690,000

680,000

630,000

525,000

Performance Shares (2)

760,646

191,645

555,139

191,645

133,105

8,637,112

1,364,243

1,013,050

1,364,243

948,806

RSUs and Other Awards (3)

5,229,782

4,381,049

2,473,244

3,895,105

2,931,353

RSUs (3)

5,440,093

591,219

462,276

591,219

412,029

Pension and Deferred Compensation

 

 

 

 

Supplemental Plan

Supplemental Benefit (4)

1,216,389

Deferred Compensation Program (5)

9,511

Special Retirement Benefit

Deferral Plan

Other Benefits

 

 

 

 

Health and Welfare Benefits

Perquisites

Separation Payments

 

 

 

 

Excise Tax & Gross-Up

Separation Payment for Non-Compete Agreement

Separation Payment for Liquidated Damages

Total

8,115,428

5,222,694

4,914,772

4,746,261

3,569,458

16,477,205

2,645,462

2,155,326

2,585,462

1,885,835

____________________


(1)

Represents actual 2013 Named Executive Officer2015 annual incentive awards, determined as described in the CD&A.Compensation Discussion and Analysis.


(2)

For Mr. May:  Represents 100 percent of the performance share awards under each of the 2013 – 2015 Long-Term Incentive Program, the 2014 – 2016 Long-Term Incentive Program and the 2015 – 2017 Long-Term Incentive Program.  For Messrs. Judge, Schweiger, McHale and Butler: Represents 100 percent of the performance share awards under the 2013 – 2015 Long-Term Incentive Program, for67 percent of the Named Executive Officers.performance share awards under the 2014 – 2016 Long-Term Incentive Program and 33 percent of the performance share awards under the 2015 – 2017 Long-Term Incentive Program.  


(3)

Represents values of RSUs and other awards under the Eversource Energy long-term incentive programs and retention awards that, at year-end 2013,2015, were unvested under applicable vesting schedules.  Under these programs, and awards, upon termination due to disability, awards vest in full or on a prorated basis based on credited service years and age at termination, and time worked during the vesting period.  The values were calculated by multiplying the number of RSUs by $42.39,$51.07, the closing price of NUEversource Energy common shares on December 31, 2013,2015, the last trading day of the year.


(4)

Represents the actuarial present values at the end of 2013 of the amounts payable solely as the result of employment agreements upon termination (which are in addition to amounts payable under the pension program).  Under Mr. Olivier’s agreement, a disability termination results in a lump sum payment of $3,271,654, offset by the value of pension program benefits.  162


(5)

Represents value of NU matching contributions under the deferred compensation program that were unvested under applicable vesting schedules (other amounts in this program represent previously vested NU matching contributions, where applicable, and earned compensation contributed by executives).


V.

Post-Employment Compensation:  Death


 

May

Judge

Olivier

McHale

Butler

Type of Payment

($)

($)

($)

($)

($)

Incentive Programs

 

 

 

 

 

Annual Incentives (1)

2,125,000

650,000

670,000

650,000

505,000

Performance Shares (2)

760,646

191,645

555,139

191,645

133,105

RSUs and Other Awards (3)

5,229,782

4,381,049

2,473,244

3,895,105

2,931,353

Pension and Deferred Compensation

 

 

 

 

 

Supplemental Plan

Supplemental Benefit (4)

1,216,389

Deferred Compensation Program (5)

9,511

Other Benefits

 

 

 

 

 

Health and Welfare Benefits

Perquisites

Separation Payments

 

 

 

 

 

Excise Tax & Gross-Up

Separation Payment for Non-Compete Agreement

Separation Payment for Liquidated Damages

Total

8,115,428

5,222,694

4,914,772

4,746,261

3,569,458

____________________

 

May

Judge

Schweiger

McHale

Butler

Type of Payment

($)

($)

($)

($)

($)

Incentive Programs

 

 

 

 

 

Annual Incentives (1)

2,400,000

690,000

680,000

630,000

525,000

Performance Shares (2)

8,637,112

1,364,243

1,013,050

1,364,243

948,806

RSUs (3)

5,440,093

591,219

462,276

591,219

412,029

Pension and Deferred Compensation

 

 

 

 

 

Supplemental Plan

 

Special Retirement Benefit

Deferral Plan

Other Benefits

 

 

 

 

 

Health and Welfare Benefits

Perquisites

Separation Payments

 

 

 

 

 

Excise Tax & Gross-Up

Separation Payment for Non-Compete Agreement

Separation Payment for Liquidated Damages

Total

16,477,205

2,645,462

2,155,326

2,585,462

1,885,835


(1)

Represents actual 2013 Named Executive Officer2015 annual incentive awards, determined as described in the CD&A.Compensation Discussion and Analysis.




184



(2)

For Mr. May:  Represents 100 percent of the performance share awards under each of the 2013 – 2015 Long-Term Incentive Program, the 2014 – 2016 Long-Term Incentive Program and the 2015 – 2017 Long-Term Incentive Program.  For Messrs. Judge, Schweiger, McHale and Butler: Represents 100 percent of the performance share awards under the 2013 - 2015 Long-Term Incentive Program, for67 percent of the Named Executive Officers.performance share awards under the 2014 – 2016 Long-Term Incentive Program and 33 percent of the performance share awards under the 2015 – 2017 Long-Term Incentive Program.   


(3)

Represents values of RSUs and other awards under ourthe Eversource Energy long-term incentive programs and retention awards that, at year-end 2013,2015, were unvested under applicable vesting schedules.  Under these programs, and awards, upon termination due to death, awards vest in full or are prorated based on credited service years and age at termination, and time worked during the vesting period.  The values were calculated by multiplying the number of RSUs by $42.39,$51.07, the closing price of NUEversource Energy common shares on December 31, 2013,2015, the last trading day of the year.


(4)

Represents the actuarial present values at the end of 2013 of the amounts payable to a surviving spouse solely under agreements (which are in addition to amounts due under the pension program).  Under Mr. Olivier’s agreement, this benefit would be a lump sum payment of $3,271,654, offset by the value of pension program benefits.  Pension amounts shown in the table are year-end 2013 present values of benefits immediately payable to the spouse or estate.  


(5)

Represents value of NU matching contributions under the deferred compensation program that were unvested under applicable vesting schedules (other amounts in this program represent previously vested NU matching contributions, where applicable, and earned compensation contributed by executives).


Payments Made Upon a Change of Control


The agreements with Messrs. May, Judge, Schweiger, McHale and Butler include change of control benefits.  Mr. Olivier participates in the Special Severance Program for Officers (SSP), which also provides change of control benefits.  The agreements and the SSP are binding on NUEversource Energy and on certain of ourits majority-owned subsidiaries, including CL&P.subsidiaries.  


Pursuant to the agreements and the SSP, if an involuntary non-"cause" termination of employment occurs following a change of control (see definition of "cause" above under the heading of "POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL"), or in the event of a voluntary termination for "good reason" (as described above under such heading), then the Named Executive Officers generally will receive the benefits listed below:  


·

For Messrs. May, Judge and Judge,Schweiger, a lump sum severance payment of three-times (two-times for Messrs. McHale and Butler, and one-time for Mr. Olivier)Butler) the sum of the executive’sexecutive's base salary plus annual incentive award for the relevant year (Base Compensation), plus for Messrs. McHale and Butler consideration for two-yeartwo year non-compete and non-solicitation covenants (one year covenant for Mr. Olivier) in the form of a lump sum payment equal to Base Compensation;  


·

Three years health benefits continuation (two years for Mr. Olivier);continuation;


·

For Messrs. McHale and Butler, three years additional age and service credit under the applicable supplemental pension program (a(or a lump sum payment equal to the value of such credit under that program and the pension program for Messrs. May and Judge);  


·

Automatic vesting and distribution of long-term performance awards (with performance shares vesting at target) and certain other awards; and


·

A lump sum equal to any excise taxes incurred under the Internal Revenue Code due to receipt of change of control payments, plus an amount to offset any taxes incurred on such payments (gross-up) except for Mr. Olivier.  (NU.  Eversource Energy has discontinued the practice of providing such gross-up payments in contractual agreements for newly elected executives.)  


For Messrs. McHale and Butler, the Merger did not constitute a change of control under their agreements.  For Mr. Olivier, no compensation or benefits will be payable unless employment terminates during the applicable change of control period in the circumstances described below.  For Messrs. May and Judge, in accordance with terms established by the NSTAR Executive Personnel Committee subsequent to the execution of the Merger Agreement between NU and NSTAR, and notwithstanding the terms of the NSTAR Long Term Incentive Plan, which called for outstanding and unvested stock awards to vest upon a change in control, the 2011 and 2012 NSTAR performance awards did not vest upon the closing of the Merger, but were instead converted to RSUs and were made subject to the same vesting schedule as NU RSUs.  No other benefits will be payable to these executives unless employment terminates during the applicable period in the circumstances described below.


The above summaries do not purport to be complete and are qualified in their entirety by the actual terms and provisions of the agreements and programs (including component plans), copies of which have been filed as exhibits to this Annual Report on Form 10-K (where applicable).




185163



VI.

Post-Employment Compensation:  Termination Following a Change of Control


 

May

Judge

Olivier

McHale

Butler

Type of Payment

($)

($)

($)

($)

($)

Incentive Programs

 

 

 

 

 

Annual Incentives (1)

2,125,000

650,000

670,000

650,000

505,000

Performance Shares (2)

2,281,952

574,876

605,595

574,876

399,341

RSUs and Other Awards (3)

6,814,460

1,611,439

2,062,876

1,877,281

1,325,873

Pension and Deferred Compensation

 

 

 

 

 

Supplemental Plan

Supplemental Benefit (4)

775,006

1,779,745

1,216,389

6,629,031

2,664,404

Deferred Compensation Program (5)

9,511

Other Benefits

 

 

 

 

 

Health and Welfare Benefits (6)

64,080

60,921

24,807

109,669

96,163

Perquisites (7)

20,160

20,400

15,000

15,000

Separation Payments

 

 

 

 

 

Excise Tax & Gross-Up (8)

4,272,087

2,954,307

Separation Payment for Non-Compete Agreement (9)

996,600

948,750

739,200

Separation Payment for Liquidated Damages (10)

9,810,000

3,645,000

996,600

1,897,500

1,478,400

Total

21,890,658

8,342,381

6,572,867

16,983,705

10,177,688

____________________

 

May

Judge

Schweiger

McHale

Butler

Type of Payment

($)

($)

($)

($)

($)

Incentive Programs

 

 

 

 

 

Annual Incentives (1)

2,400,000

690,000

680,000

630,000

525,000

Performance Shares (2)

8,637,112

1,935,003

1,512,957

1,935,003

1,348,292

RSUs (3)

5,660,627

1,215,799

1,004,226

1,215,799

848,990

Pension and Deferred Compensation

 

 

 

 

 

Supplemental Plan

Special Retirement Benefit (4)

957,781

319,387

2,025,958

850,794

4,336,705

Deferral Plan

Other Benefits

 

 

 

 

 

Health and Welfare Benefits (5)

73,246

71,169

71,353

71,501

69,734

Perquisites (6)

15,000

15,000

15,000

15,000

15,000

Separation Payments

 

 

 

 

 

Excise Tax and Gross-Up (7)

2,426,289

3,484,518

Separation Payment for Non-Compete Agreement (8)

1,006,665

792,000

Separation Payment for Liquidated Damages (9)

10,923,900

3,900,300

3,840,000

2,013,330

1,584,000

Total

28,667,666

8,146,658

9,149,494

10,164,381

13,004,239


(1)

Represents actual 20132015 annual incentive awards, determined as described in the CD&A.Compensation Discussion and Analysis.


(2)

Represents 100 percent of the performance share awards under each of the 2013 – 2015 Long-Term Incentive Program, for the Named Executive Officers.2014 – 2016 Long-Term Incentive Program and the 2015 – 2017 Long-Term Incentive Program.   


(3)

Represents values of RSUs and other awards under the Eversource Energy long-term incentive programs and retention awards that, at year-end 2013,2015, were unvested under applicable vesting schedules.  Under these programs, upon termination in certain cases without cause or for good reason following a change of control, awards generally vest in full. Retention awards vest in full in such circumstances, and the payout value is reduced by any separation payments as described above.  The values were calculated by multiplying the number of shares subject to awards by $42.39,$51.07, the closing price of NUEversource Energy common shares on December 31, 2013,2015, the last trading day of the year.


(4)

Represents actuarial present value at year-end 20132015 of amounts payable solely as a result of provisions in employment agreements (which are in addition to amounts payable under the pension program).  For Messrs. May, Judge, McHale and Butler, pensionPension benefits were calculated by adding three years of service (and a lump sum of this benefit value is payable to Messrs. May, Judge, Schweiger and Butler).  Mr. Olivier’s agreement provides for a lump sum payment of $4,062,892, offset by his pension program benefit value.  Pension amounts shown in the table are present values at year-end 20132015 of benefits payable upon termination as described with respect to the Pension Benefits Table above.


(5)

Represents value of NU matching contributions under the deferred compensation program that were unvested under applicable vesting schedules (other amounts in this program represent previously vested NU matching contributions, where applicable, and earned compensation contributed by executives).


(6)

Represents the cost to NUEversource Energy at year-end 20132015 (estimated by ourEversource Energy's benefits consultants) of providing post-employment health and welfare benefits to Named Executive Officers beyond those benefits provided to non-executives upon involuntary termination.  The amounts shown in the table for Messrs. May, Judge and JudgeSchweiger represent the value of three years continued welfare plan participation. The amounts shown in the table for Messrs. McHale and Butler represent (a) the value of three years employer contributions toward active health, long-term disability, and life insurance benefits, plus (b) a payment to offset any taxes on the value of these benefits (gross-up), less (c) the value of one year retiree health coverage at retiree rates.  The amounts reported in the table for Mr. Olivier represent (a) the value of two years employer contributions toward active health benefits, plus (b) a payment to offset any taxes on the value of these benefits (gross-up), less (c) the value of two years retiree health coverage at retiree rates.


(7)(6)

Represents the cost to NUEversource Energy of reimbursing financial planning and tax preparation fees for three years.


(8)(7)

Represents payments made to offset costs to Messrs. McHale and Butler associated with certain excise taxes under Section 280G of the Internal Revenue Code.  Executives may be subject to certain excise taxes under Section 280G if they receive payments and benefits related to a termination following a Change of Control that exceed specified Internal Revenue Service limits.  Contractual agreements with the above executives provide for a grossed-up reimbursement of these excise taxes.  The amounts in the table are based on the Section 280G excise tax rate of 20 percent, the statutory federal income tax withholding rate of 35 percent, the applicable state income tax rate, and the Medicare tax rate of 1.45 percent.


(9)(8)

Represents payments made under agreements or the SSP as consideration for agreement not to compete with NUEversource Energy following termination of employment equal to the sum of base salary plus relevant annual incentive award.  These payments do not replace, offset or otherwise affect the calculation or payment of the annual incentive awards.



186




(10)(9)

Represents severance payments in addition to any non-compete agreement payments described in the prior note.  For Messrs. May, Judge and Judge,Schweiger, this payment equals three-times the sum of base salary plus relevant annual incentive award (two-times the sum for Messrs. McHale and Butler, and one-time the sum for Mr. Olivier.Butler.)  These payments do not replace, offset or otherwise affect the calculation or payment of the annual incentive awards.




164



Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


NUEversource Energy


In addition to the information below under "Securities Authorized for Issuance Under Equity Compensation Plans," incorporated herein by reference is the information contained in the sections "Common Share Ownership of Certain Beneficial Owners" and "Common Share Ownership of Trustees and Management" of NU’sEversource Energy’s definitive proxy statement for solicitation of proxies, expected to be filed with the SEC on or about March 21, 2014.24, 2016.


NSTAR ELECTRIC, PSNH and WMECO


Certain information required by this Item 12 has been omitted for NSTAR Electric, PSNH and WMECO pursuant to Instruction I(2)(c) to Form 10-K, Omission of Information by Certain Wholly-Owned Subsidiaries.


CL&P


COMMON SHARE OWNERSHIP OF DIRECTORS AND MANAGEMENT


NUEversource Energy owns 100 percent of the outstanding common stock of CL&P.  The table below shows the number of NUEversource Energy common shares beneficially owned as of February 14, 2014,16. 2016, by each of CL&P’s directors and each Named Executive Officer of CL&P, as well as the number of NUEversource Energy common shares beneficially owned by all of CL&P’s directors and executive officers as a group.  The table also includes information about options, restricted share units and deferred shares credited to the accounts of CL&P’s directors and executive officers under certain compensation and benefit plans.  No equity securities of CL&P are owned by any of the Trustees, directors or executive officers of NUEversource Energy or CL&P.  The address for the shareholders listed below is c/o Northeast Utilities,Eversource Energy, Prudential Center, 800 Boylston Street, Boston, Massachusetts 02199 for Messrs. May, Judge Nolan and Schweiger and Ms. Carmody;Schweiger; c/o Northeast Utilities,Eversource Energy, 56 Prospect Street, Hartford, Connecticut 06103-2818 for Messrs. Butler McHale and Olivier; and c/o The Connecticut Light and Power Company, 107 Selden Street, Berlin, Connecticut 06037 for Mr. Herdegen.McHale.


Name of Beneficial Owner

 

Amount and Nature of
Beneficial Ownership
(1)(2)(3)

 

Percent of Class

Thomas J. May, Chairman of the Regulated Companies

 

1,734,370

 

 

*

Leon J. Olivier, CEO, Director of the Regulated Companies

 

194,816

 

 

*

James J. Judge, CFO, Director of the Regulated Companies

 

335,046

 

 

*

Gregory B. Butler, Senior Vice President and General Counsel, Director of the Regulated Companies

 

178,323

(4)

 

*

Christine M. Carmody, Director of the Regulated Companies

 

127,522

 

 

*

William P. Herdegen III, President and a Director of CL&P

 

31,331

 

 

*

David R. McHale, CAO, Director of the Regulated Companies

 

212,098

(5)

 

*

Joseph R. Nolan, Jr., Director of the Regulated Companies

 

133,696

 

 

*

Werner J. Schweiger, Director of the Regulated Companies

 

649,357

 

 

*

All directors and Executive Officers as a Group (10  persons)

 

3,619,178

(6)

 

1.1%

Name of Beneficial Owner

Amount and Nature of
Beneficial Ownership(1)(2)(3)

Percent of Class

Thomas J. May, Chairman of the Regulated companies

1,588,991

*

James J. Judge, Executive Vice President and Chief Financial Officer, Director of the Regulated companies

300,299

*

Werner J. Schweiger, Chief Executive Officer, Director of the Regulated companies

486,236

*

David R. McHale, Executive Vice President and Chief Administrative Officer of Eversource Energy and Eversource Energy Service Company

174,441

(4)

*

Gregory B. Butler, Senior Vice President and General Counsel, Director of the Regulated companies

106,842

(5)

*

All directors and executive officers as a group (8  persons)

2,860,190

(6)

*


*

Less than 1% of NUEversource Energy common shares outstanding.

(1)

1.

The persons named in the table have sole voting and investment power with respect to all shares beneficially owned by each of them, except as note below.


(2)2.

Includes NUEversource Energy common shares issuable upon exercise of outstanding stock options exercisable within the 60-day period after February 14, 2014,16, 2016, as follows: Mr. May:  383,104 shares; Ms. Carmody:  34,452 shares; and Mr. Schweiger: 313,568.171,872 shares.  


Also includes restricted share units, deferred restricted share units and/or deferred shares, including dividend equivalents, as to which none of the individuals has voting or investment power, and phantom shares, representing employer matching contributions distributable only in cash, held by executive officers who participate in the Northeast UtilitiesEversource Deferred Compensation Plan for Executives as follows; Mr. Butler: 92,391 shares; Mr. Herdegen: 23,850 shares; Mr. McHale: 124,887 shares; and Mr. Olivier: 112,317 shares.  Also includes restricted share units and/or unvested and vested deferred shares, as to which none of the individuals has voting or investment power, held by executive officers who participate in the NSTAR 2007 Long Term Incentive Plan, as follows:  Ms. Carmody: 55,01515,826 shares; Mr. Judge: 185,520 shares;105,704; Mr. May: 998,258 shares;1,027,240; Mr. Nolan: 103,477McHale: 24,311 shares; and Mr. Schweiger: 241,660205,551 shares.


Also includes unvested performance shares reported at target payouts, plus accumulated dividend equivalents, as to which none of the individuals has voting or investment power, as follows: Mr. Butler: 18,021 shares; Ms. Carmody: 8,959 shares; Mr. Herdegen: 7,33424,121 shares; Mr. Judge: 25,96235,396 shares; Mr. May: 109,732169,579 shares; Mr. McHale: 25,962 shares; Mr. Nolan: 10,080 shares;



187



Mr. Olivier: 27,28635,396 shares; and Mr. Schweiger: 18,32831,138 shares.  Actual payouts of the performance shares, if any, at the conclusion of relevant performance periods will depend on the extent to which performance goals are satisfied.


(3)3.

Includes NUEversource Energy common shares held as units in the 401(k) Plan invested in the NUEversource Energy Common Shares Fund over which the holder has sole voting and investment power (Mr. Butler: 4,429 shares; Ms. Carmody: 6,106 shares; Mr. Herdegen: 1475,046 shares; Mr. Judge: 21,68723,533 shares; Mr. May: 63,53068,793 shares; Mr. McHale: 6,859 shares; Mr. Nolan: 15,126 shares; Mr. Olivier: 2,8657,706 shares; and Mr. Schweiger: 8,0409,197 shares).


(4)4.

Includes 63,484 NU common shares owned jointly by Mr. Butler and his spouse with whom he shares voting and investment power.


(5)

Includes 123 NU132 Eversource Energy common shares held by Mr. McHale in the 401(k) Plan TRAESOP/PAYSOP account over which Mr. McHale has sole voting and investment power.


(6)5.

Includes 731,124 NU41,567 Eversource Energy common shares owned jointly by Mr. Butler and his spouse with whom he shares voting and investment power.



165



6.

Includes 171,872 Eversource Energy common shares issuable upon exercise of outstanding stock options exercisable within the 60-day period after February 14, 2014,16, 2016, and 2,203,6641,779,731 unissued NUEversource Energy common shares.  See note 2.


SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS


The following table sets forth the number of NUEversource Energy common shares issuable under NUEversource Energy equity compensation plans, as well as their weighted exercise price, as of December 31, 2013,2015, in accordance with the rules of the SEC:


Plan Category

 

Number of securities to be issued upon exercise of outstanding options, warrants and rights

(a)

 

Weighted-average exercise price of outstanding options, warrants and rights

(b)

 

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

(c)

 

Number of securities to be issued upon exercise of outstanding options, warrants and rights

(a)

 

Weighted-average exercise price of outstanding options, warrants and rights

(b)

 

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

(c)

Equity compensation plans approved by security holders

 

3,048,243

 

$25.97

 

4,258,344

 

1,429,608

 

$26.47

 

3,748,270

Equity compensation plans not approved by security holders (d)

 

 

 

 

 

 

Total

 

3,048,243

 

$25.97

 

4,258,344

 

1,429,608

 

$26.47

 

3,748,270


(a)

Includes 1,221,375171,872 common shares to be issued upon exercise of options, 1,636,440729,308 common shares for distribution of restricted share units, and 190,428528,428 performance shares issuable at target, all pursuant to the terms of our Incentive Plan.  

(b)

The weighted-average exercise price in Column (b) does not take into account restricted share units or performance shares, which have no exercise price.

(c)

Includes 817,754743,260 common shares issuable under our Employee Share Purchase Plan II.

(d)

All of our current compensation plans under which equity securities of NUEversource Energy are authorized for issuance have been approved by shareholders of NUEversource Energy or the former shareholders of NSTAR.


Item 13.

Certain Relationships and Related Transactions, and Director Independence


NUEversource Energy


Incorporated herein by reference is the information contained in the sections captioned "Trustee Independence" and "Certain Relationships and Related Transactions" of NU’sEversource Energy's definitive proxy statement for solicitation of proxies, expected to be filed with the SEC on or about March 21, 2014.24, 2016.


NSTAR ELECTRIC, PSNH and WMECO


Certain information required by this Item 13 has been omitted for NSTAR Electric, PSNH and WMECO pursuant to Instruction I(2)(c) to Form 10-K, Omission of Information by Certain Wholly-Owned Subsidiaries.


CL&P


NU’sEversource Energy's Code of Ethics for Senior Financial Officers applies to the Senior Financial Officers (Chief Executive Officer, Chief Financial Officer and Controller) of NU,Eversource Energy, CL&P and certain other NUEversource Energy subsidiaries.  Under the Code, one’sone's position as a Senior Financial Officer in the company may not be used to improperly benefit such officer or his or her family or friends.  Under the Code, specific activities that may be considered conflicts of interest include, but are not limited to, directly or indirectly acquiring or retaining a significant financial interest in an organization that is a customer, vendor or competitor, or that seeks to do business with the company; serving, without proper safeguards, as an officer or director of, or working or rendering services for an organization that is a customer, vendor or competitor, or that seeks to do business with the company. Waivers of the provisions of the Code of Ethics for Trustees, executive officers or directors must be approved by NU’sEversource Energy's Board of Trustees.  Any such waivers will be disclosed pursuant to legal requirements.




188



NU’sEversource Energy's Code of Business Conduct, which applies to all Trustees, directors, officers and employees of NUEversource Energy and its subsidiaries, including CL&P, contains a Conflict of Interest Policy that requires all such individuals to disclose any potential conflicts of interest.  Such individuals are expected to discuss their particular situations with management to ensure appropriate steps are in place to avoid a conflict of interest.  All disclosures must be reviewed and approved by management to ensure a particular situation does not adversely impact the individual’sindividual's primary job and role.


NU’sEversource Energy's Related PartyPersons Transactions Policy is administered by the Corporate Governance Committee of NU’sEversource Energy's Board of Trustees.  The Policy generally defines a "Related PartyPersons Transaction" as any transaction or series of transactions in which (i) NUEversource Energy or a subsidiary is a participant, (ii) the aggregate amount involved exceeds $120,000 and (iii) any "Related Party"Persons" has a direct or indirect material interest.  A "Related Party"Persons" is defined as any Trustee or nominee for Trustee, any executive officer, any shareholder owning more than 5 percent of NU'sEversource Energy's total outstanding shares, and any immediate family member of any such person.  Management submits to the Corporate Governance Committee for consideration any Related PartyPersons Transaction into which NUEversource Energy or a subsidiary proposes to enter.  The Corporate Governance Committee recommends to the NUEversource Energy Board of Trustees for approval only those transactions that are in NU’s



166



Eversource Energy's best interests.  If management causes the company to enter into a Related PartyPersons Transaction prior to approval by the Corporate Governance Committee, the transaction will be subject to ratification by the NUEversource Energy Board of Trustees.  If the NUEversource Energy Board of Trustees determines not to ratify the transaction, then management will make all reasonable efforts to cancel or annul such transaction.


The directors of CL&P are employees of CL&P and/or other subsidiaries of NU,Eversource Energy, and thus are not considered independent.


Item 14.

Principal Accountant Fees and Services


NUEversource Energy


Incorporated herein by reference is the information contained in the section "Relationship with Independent Auditors" of NU’sEversource Energy's definitive proxy statement for solicitation of proxies, expected to be filed with the SEC on or about March 21, 2014.24, 2016.


CL&P, NSTAR ELECTRIC, PSNH and WMECO


Pre-Approval of Services Provided by Principal Auditors


None of CL&P, NSTAR Electric, PSNH or WMECO is subject to the audit committee requirements of the SEC, the national securities exchanges or the national securities associations.  CL&P, NSTAR Electric, PSNH and WMECO obtain audit services from the independent auditor engaged by the Audit Committee of NU’sEversource Energy's Board of Trustees.  NU’sEversource Energy's Audit Committee has established policies and procedures regarding the pre-approval of services provided by the principal auditors.  Those policies and procedures delegate pre-approval of services to the NUEversource Energy Audit Committee Chair provided that such offices are held by Trustees who are "independent" within the meaning of the Sarbanes-Oxley Act of 2002 and that all such pre-approvals are presented to the NUEversource Energy Audit Committee at the next regularly scheduled meeting of the Committee.


The following relates to fees and services for the entire NUEversource Energy system, including NU,Eversource Energy, CL&P, NSTAR Electric, PSNH and WMECO.


Fees Billed byBy Principal Independent Registered Public Accounting Firm


The aggregate fees billed to NUthe Company  and its subsidiaries by  Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, the Deloitte Entities), for the years ended December 31, 20132015 and 20122014 totaled $3,616,225$4,066,126 and $4,459,500,$3,986,500 respectively.  2012 fees were substantially higher as a result of services provided in connection with the merger between NU and NSTAR.  In addition, affiliates of Deloitte & Touche LLP as noted below provide other accounting services to NU.the Company.  Fees were comprisedconsisted of the following:


1.

Audit Fees


The aggregate fees billed to NUthe Company and its subsidiaries by Deloitte & Touche LLP for audit services rendered for the years ended December 31, 20132015 and 20122014 totaled $3,493,925$3,895,500 and $4,356,000,$3,775,000, respectively.  The audit fees were incurred for audits of Northeast Utilities’ annual consolidated financial statements of Eversource Energy and those of its subsidiaries, reviews of financial statements included in Northeast Utilities’the Combined Quarterly Reports on Form 10-Q of Eversource Energy and those of its subsidiaries, comfort letters, consents and other costs related to registration statements and financings.  The fees also included audits of internal controls over financial reporting as of December 31, 20132015 and 2012.  As noted above, Audit Fees were significantly higher in 2012 due to the NSTAR merger.2014.  


2.

Audit Related Fees


The aggregate fees billed to NUthe Company and its subsidiaries by the Deloitte Entities for audit related services rendered for the years ended December 31, 20132015 and 20122014 totaled $100,000$168,000 and $88,000,$175, 000, respectively.  The audit related fees were incurred for procedures performed in the ordinary course of business in support of certain regulatory filings.


3.

Tax Fees


The aggregateThere were no tax fees billed to NU and its subsidiaries by the Deloitte Entities for tax services for the years ended December 31, 20132015 and 2012 totaled $20,800 and $14,000, respectively.  Tax fees for 2013 and 2012 related primarily to reviews of tax returns.



189



2014.


4.

All Other Fees


The aggregate fees billed to NUthe Company and its subsidiaries by the Deloitte Entities for services other than the services described above for each of the years ended December 31, 20132015 and 20122014 totaled $1,500 for each of the years ended December 31, 2013$2,626 and 2012.$36,500, respectively.  This fee was for a license for access to an accounting standards research tool.tool in both 2015 and 2014, as well as an IT Security Assessment performed in 2014.


NU’sThe Audit Committee pre-approves all auditing services and permitted audit related or other services (including the fees and terms thereof) to be performed for us by our independent registered public accounting firm, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Securities Exchange Act of 1934, which are approved by the Audit Committee prior to the completion of the audit.  The Audit Committee may form and delegate its authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals are presented to the full Audit Committee at its next scheduled meeting.  During 2013,2015, all services described above were pre-approved by the Audit Committee.  


NU’s

167



The Audit Committee has considered whether the provision by the Deloitte Entities of the non-audit services described above was allowed under Rule 2-01(c)(4) of Regulation S-X and was compatible with maintaining the independence of the registered public accountants and has concluded that the Deloitte Entities were and are independent of us in all respects.




























































































190168




PART IV


Item 15.

Exhibits and Financial Statement Schedules


 

 

 

 

(a)

1.

Financial Statements:

 

 

 

 

 

 

 

 

The financial statements filed as part of this Annual Report on Form 10-K are set forth under Item 8, "Financial Statements and Supplementary Data."  

 

 

 

 

 

 

 

2.

Schedules

 

 

 

 

 

 

 

 

I.

Financial Information of Registrant:
Northeast UtilitiesEversource Energy (Parent) Balance Sheets as of December 31, 20132015 and 20122014

S-1

 

 

 

 

 

 

 

 

Northeast UtilitiesEversource Energy (Parent) Statements of Income for the Years Ended
December 31, 2013, 20122015, 2014 and 20112013

S-2

 

 

 

 

 

 

 

 

Northeast UtilitiesEversource Energy (Parent) Statements of Comprehensive Income for the Years Ended December 31, 2013, 20122015, 2014 and 20112013

S-2

 

 

 

 

 

 

 

 

Northeast UtilitiesEversource Energy (Parent) Statements of Cash Flows for the Years Ended
December 31, 2013, 20122015, 2014 and 20112013

S-3

 

 

 

 

 

 

 

II.

Valuation and Qualifying Accounts and Reserves for NU,Eversource, CL&P, NSTAR Electric, PSNH and WMECO for 2013, 20122015, 2014 and 20112013

S-4

 

 

 

 

 

 

 

 

All other schedules of the companies for which inclusion is required in the applicable regulations of the SEC are permitted to be omitted under the related instructions or are not applicable, and therefore have been omitted.

 

 

 

 

 

 

 

3.

 

Exhibit Index

E-1



191169



NORTHEAST UTILITIESEVERSOURCE ENERGY


SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



 NORTHEAST UTILITIES

EVERSOURCE ENERGY

 

 

 

February 25, 201426, 2016

By:

/s/

Jay S. Buth

 

 

Jay S. Buth

 

 

Vice President, Controller

and Chief Accounting Officer



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


POWER OF ATTORNEY


Each person whose signature appears below constitutes and appoints Gregory B. Butler, James J. Judge and Jay S. Buth and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


Signature

 

Title

 

Date

 

 

 

 

 

/s/

Thomas J. May

 

Chairman, President and

 

February 25, 201426, 2016

Thomas J. May

 

Chief Executive Officer, and a Trustee

 

 

 

 

(Principal Executive Officer)

 

 

 

 

 

 

 

 

 

 

 

 

/s/

James J. Judge

 

Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)

 

February 25, 201426, 2016

James J. Judge

 

Chief Financial Officer

 

 

 

 

(Principal Financial Officer)

 

 

 

 

 

 

 

 

 

 

 

 

/s/

Jay S. Buth

 

Vice President, Controller

 

February 25, 201426, 2016

Jay S. Buth

 

and Chief Accounting Officer

 

 

 

 

 

 

 

 

 

 

 

 

/s/

Richard H. Booth

Trustee

February 25, 2014

Richard H. Booth

/s/

John S. Clarkeson

 

Trustee

 

February 25, 201426, 2016

John S. Clarkeson

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/

Cotton M. Cleveland

 

Trustee

 

February 25, 201426, 2016

Cotton M. Cleveland

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/

Sanford Cloud, Jr.

 

Trustee

 

February 25, 201426, 2016

Sanford Cloud, Jr.

 

 

 

 

 

 

 

 

 




192




/s/

James S. DiStasio

 

Trustee

 

February 25, 201426, 2016

James S. DiStasio

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/

Francis A. Doyle

 

Trustee

 

February 25, 201426, 2016

Francis A. Doyle

 

 

 

 

 

 

 

 

 



170




 

 

 

 

 

/s/

Charles K. Gifford

 

Trustee

 

February 25, 201426, 2016

Charles K. Gifford

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/

Paul A. La Camera

 

Trustee

 

February 25, 201426, 2016

Paul A. La Camera

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/

Kenneth R. Leibler

 

Trustee

 

February 25, 201426, 2016

Kenneth R. Leibler

/s/

Charles W. Shivery

Trustee

February 25, 2014

Charles W. Shivery

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/

William C. Van Faasen

 

Trustee

 

February 25, 201426, 2016

William C. Van Faasen

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/

Frederica M. Williams

 

Trustee

 

February 25, 201426, 2016

Frederica M. Williams

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/

Dennis R. Wraase

 

Trustee

 

February 25, 201426, 2016

Dennis R. Wraase

 

 

 

 

 

 

 

 

 




193171




THE CONNECTICUT LIGHT AND POWER COMPANY


SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



 

THE CONNECTICUT LIGHT AND POWER COMPANY

February 25, 201426, 2016

By:

/s/

Jay S. Buth

 

 

Jay S. Buth

 

 

Vice President, Controller

and Chief Accounting Officer



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


POWER OF ATTORNEY


Each person whose signature appears below constitutes and appoints Gregory B. Butler, James J. Judge and Jay S. Buth and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


Signature

 

Title

 

Date


 

 

 

 

/s/

Thomas J. May

 

Chairman and a Director

 

February 25, 201426, 2016

Thomas J. May

 

(Principal Executive Officer)

 

 

 

 

 

 

 

 

 

 

 

 

/s/

LeonWerner J. OlivierSchweiger

 

President, Chief Executive Officer and a Director

 

February 25, 201426, 2016

LeonWerner J. OlivierSchweiger

 

(Principal Executive Officer)

 

 

 

 

 

 

 

 

 

 

 

 

/s/

James J. Judge

 

Executive Vice President and

 

February 25, 201426, 2016

James J. Judge

 

Chief Financial Officer and a Director

 

 

 

 

(Principal Financial Officer)

 

 

 

 

 

 

 

 

 

 

 

 

/s/

Jay S. Buth

Vice President, Controller

February 25, 2014

Jay S. Buth

and Chief Accounting Officer

/s/

Gregory B. Butler

 

Senior Vice President and General Counsel

 

February 25, 201426, 2016

Gregory B. Butler

 

and a Director

 

 

 

 

 

 

 

 

 

 

 

 

/s/

Christine M. CarmodyJay S. Buth

 

Senior Vice President-Human ResourcesPresident, Controller

 

February 25, 201426, 2016

Christine M. CarmodyJay S. Buth

 

and a DirectorChief Accounting Officer

 

 

 

 

 

 

 

 

 

 

 

 

/s/

William P. Herdegen III

President and Chief Operating Officer

February 25, 2014

William P. Herdegen III

and a Director

 

 

 

 

 

 

 

 

 

 

/s/

David R. McHale

Executive Vice President and

February 25, 2014

David R. McHale

Chief Administrative Officer and a Director



194




/s/

Joseph R. Nolan, Jr.

Senior Vice President-Corporate Relations

February 25, 2014

Joseph R. Nolan, Jr.

and a Director

/s/

Werner J. Schweiger

Director

February 25, 2014

Werner J. Schweiger






















































































195172




NSTAR ELECTRIC COMPANY


SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



 

NSTAR ELECTRIC COMPANY

February 25, 201426, 2016

By:

/s/

Jay S. Buth

 

 

Jay S. Buth

 

 

Vice President, Controller

and Chief Accounting Officer



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


POWER OF ATTORNEY


Each person whose signature appears below constitutes and appoints Gregory B. Butler, James J. Judge and Jay S. Buth and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


Signature

 

Title

 

Date


 

 

 

 

/s/

Thomas J. May

 

Chairman and a Director

 

February 25, 201426, 2016

Thomas J. May

 

(Principal Executive Officer)

 

 

 

 

 

 

 

 

 

 

 

 

/s/

LeonWerner J. OlivierSchweiger

 

Chief Executive Officer and a Director

 

February 25, 201426, 2016

LeonWerner J. OlivierSchweiger

 

(Principal Executive Officer)

 

 

 

 

 

 

 

 

 

 

 

 

/s/

James J. Judge

 

Executive Vice President and

 

February 25, 201426, 2016

James J. Judge

 

Chief Financial Officer and a Director

 

 

 

 

(Principal Financial Officer)

 

 

 

 

 

 

 

 

 

 

 

 

/s/

Jay S. Buth

Vice President, Controller

February 25, 2014

Jay S. Buth

and Chief Accounting Officer

/s/

Gregory B. Butler

 

Senior Vice President and General Counsel

 

February 25, 201426, 2016

Gregory B. Butler

 

and a Director

 

 

 

 

 

 

 

 

 

 

 

 

/s/

Christine M. CarmodyJay S. Buth

 

Senior Vice President-Human ResourcesPresident, Controller

 

February 25, 201426, 2016

Christine M. CarmodyJay S. Buth

 

and a DirectorChief Accounting Officer

 

 

 

 

 

 

 

 

 

 

 

 

/s/

Craig A. Hallstrom

President and Chief Operating Officer

February 25, 2014

Craig A. Hallstrom

and a Director

 

 

 

 

 

 

 

 

 

 

/s/

David R. McHale

Executive Vice President and

February 25, 2014

David R. McHale

Chief Administrative Officer and a Director



196




/s/

Joseph R. Nolan, Jr.

Senior Vice President-Corporate Relations

February 25, 2014

Joseph R. Nolan, Jr.

and a Director

/s/

Werner J. Schweiger

Director

February 25, 2014

Werner J. Schweiger






















































































197173




PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE


SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



 

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE

February 25, 201426, 2016

By:

/s/

Jay S. Buth

 

 

Jay S. Buth

 

 

Vice President, Controller

and Chief Accounting Officer



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


POWER OF ATTORNEY


Each person whose signature appears below constitutes and appoints Gregory B. Butler, James J. Judge and Jay S. Buth and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


Signature

 

Title

 

Date


 

 

 

 

/s/

Thomas J. May

 

Chairman and a Director

 

February 25, 201426, 2016

Thomas J. May

 

(Principal Executive Officer)

 

 

 

 

 

 

 

 

 

 

 

 

/s/

LeonWerner J. OlivierSchweiger

 

Chief Executive Officer and a Director

 

February 25, 201426, 2016

LeonWerner J. OlivierSchweiger

 

(Principal Executive Officer)

 

 

 

 

 

 

 

 

 

 

 

 

/s/

James J. Judge

 

Executive Vice President and

 

February 25, 201426, 2016

James J. Judge

 

Chief Financial Officer and a Director

 

 

 

 

(Principal Financial Officer)

 

 

 

 

 

 

 

 

 

 

 

 

/s/

Jay S. Buth

Vice President, Controller

February 25, 2014

Jay S. Buth

and Chief Accounting Officer

/s/

Gregory B. Butler

 

Senior Vice President and General Counsel

 

February 25, 201426, 2016

Gregory B. Butler

 

and a Director

 

 

 

 

 

 

 

 

 

 

 

 

/s/

Christine M. CarmodyJay S. Buth

 

Senior Vice President-Human ResourcesPresident, Controller

 

February 25, 201426, 2016

Christine M. CarmodyJay S. Buth

 

and a Director

/s/

David R. McHale

Executive Vice President and

February 25, 2014

David R. McHale

Chief AdministrativeAccounting Officer and a Director

/s/

Joseph R. Nolan, Jr.

Senior Vice President-Corporate Relations

February 25, 2014

Joseph R. Nolan, Jr.

and a Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/

William J. Quinlan

President and Chief Operating Officer

February 25, 2014

William J. Quinlan

and a Director

/s/

Werner J. Schweiger

Director

February 25, 2014

Werner J. Schweiger



199174



WESTERN MASSACHUSETTS ELECTRIC COMPANY


SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



 

WESTERN MASSACHUSETTS ELECTRIC COMPANY

February 25, 201426, 2016

By:

/s/

Jay S. Buth

 

 

Jay S. Buth

 

 

Vice President, Controller

and Chief Accounting Officer



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


POWER OF ATTORNEY


Each person whose signature appears below constitutes and appoints Gregory B. Butler, James J. Judge and Jay S. Buth and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


Signature

 

Title

 

Date


 

 

 

 

/s/

Thomas J. May

 

Chairman and a Director

 

February 25, 201426, 2016

Thomas J. May

 

(Principal Executive Officer)

 

 

 

 

 

 

 

 

 

 

 

 

/s/

LeonWerner J. OlivierSchweiger

 

Chief Executive Officer and a Director

 

February 25, 201426, 2016

LeonWerner J. OlivierSchweiger

 

(Principal Executive Officer)

 

 

 

 

 

 

 

 

 

 

 

 

/s/

James J. Judge

 

Executive Vice President and

 

February 25, 201426, 2016

James J. Judge

 

Chief Financial Officer and a Director

 

 

 

 

(Principal Financial Officer)

 

 

 

 

 

 

 

 

 

 

 

 

/s/

Jay S. Buth

Vice President, Controller

February 25, 2014

Jay S. Buth

and Chief Accounting Officer

/s/

Gregory B. Butler

 

Senior Vice President and General Counsel

 

February 25, 201426, 2016

Gregory B. Butler

 

and a Director

 

 

 

 

 

 

 

 

 

 

 

 

/s/

Christine M. CarmodyJay S. Buth

 

Senior Vice President-Human ResourcesPresident, Controller

 

February 25, 201426, 2016

Christine M. CarmodyJay S. Buth

 

and a DirectorChief Accounting Officer

 

 

 

 

 

 

 

 

 

 

 

 

/s/

Craig A. Hallstrom

President and Chief Operating Officer

February 25, 2014

Craig A. Hallstrom

and a Director

/s/

David R. McHale

Executive Vice President and

February 25, 2014

David R. McHale

Chief Administrative Officer and a Director



200




/s/

Joseph R. Nolan, Jr.

Senior Vice President-Corporate Relations

February 25, 2014

Joseph R. Nolan, Jr.

and a Director

/s/

Werner J. Schweiger

Director

February 25, 2014

Werner J. Schweiger

 

 

 

 

 

 

 

 

 




201175




SCHEDULE I

EVERSOURCE ENERGY (PARENT)

FINANCIAL INFORMATION OF REGISTRANT

BALANCE SHEETS

AS OF DECEMBER 31, 2015 AND 2014

(Thousands of Dollars)

 

 

 

 

 

 

 

 

 

 

 

 

 

2015 

 

2014 

ASSETS

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash

$

 67 

 

$

 138 

 

Accounts Receivable from Subsidiaries

 

 23,689 

 

 

 6,725 

 

Notes Receivable from Subsidiaries

 

 850,300 

 

 

 741,150 

 

Prepayments and Other Current Assets

 

 41,254 

 

 

 41,366 

Total Current Assets

 

 915,310 

 

 

 789,379 

 

 

 

 

 

 

 

 

 

Deferred Debits and Other Assets:

 

 

 

 

 

 

Investments in Subsidiary Companies, at Equity

 

 8,915,178 

 

 

 8,387,976 

 

Notes Receivable from Subsidiaries

 

 128,800 

 

 

 106,300 

 

Accumulated Deferred Income Taxes

 

 143,054 

 

 

 177,908 

 

Goodwill

 

 3,231,811 

 

 

 3,231,811 

 

Other Long-Term Assets

 

 48,314 

 

 

 34,483 

Total Deferred Debits and Other Assets

 

 12,467,157 

 

 

 11,938,478 

 

 

 

 

 

 

 

 

 

Total Assets

$

 13,382,467 

 

$

 12,727,857 

 

 

 

 

 

 

 

 

 

LIABILITIES AND CAPITALIZATION

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Notes Payable

$

 1,098,453 

 

$

 654,825 

 

Long-Term Debt - Current Portion

 

 28,883 

 

 

 28,883 

 

Accounts Payable

 

 78 

 

 

 141 

 

Accounts Payable to Subsidiaries

 

 15,601 

 

 

 150,268 

 

Other

 

 60,999 

 

 

 71,778 

Total Current Liabilities

 

 1,204,014 

 

 

 905,895 

 

 

 

 

 

 

 

 

 

Deferred Credits and Other Liabilities:

 

 

 

 

 

 

Other

 

 134,908 

 

 

 125,608 

Total Deferred Credits and Other Liabilities

 

 134,908 

 

 

 125,608 

 

 

 

 

 

 

 

 

 

Capitalization:

 

 

 

 

 

 

Long-Term Debt

 

 1,691,330 

 

 

 1,719,539 

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

Common Shareholders' Equity:

 

 

 

 

 

 

 

 

Common Shares

 

 1,669,313 

 

 

 1,666,796 

 

 

 

Capital Surplus, Paid in

 

 6,262,368 

 

 

 6,235,834 

 

 

 

Retained Earnings

 

 2,797,355 

 

 

 2,448,661 

 

 

 

Accumulated Other Comprehensive Loss

 

 (66,844)

 

 

 (74,009)

 

 

 

Treasury Stock

 

 (309,977)

 

 

 (300,467)

 

 

Common Shareholders' Equity

 

 10,352,215 

 

 

 9,976,815 

Total Capitalization

 

 12,043,545 

 

 

 11,696,354 

 

 

 

 

 

 

 

 

 

Total Liabilities and Capitalization

$

 13,382,467 

 

$

 12,727,857 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See the Combined Notes to Consolidated Financial Statements in this Annual Report on Form 10-K for a description of significant accounting matters related to Eversource parent, including Eversource common shares information as described in Note 16, "Common Shares," material obligations and guarantees as described in Note 11, "Commitments and Contingencies," and debt agreements as described in Note 7, "Short-Term Debt," and Note 8, "Long-Term Debt."




S-1






SCHEDULE I

NORTHEAST UTILITIES (PARENT)

FINANCIAL INFORMATION OF REGISTRANT

BALANCE SHEETS

AS OF DECEMBER 31, 2013 AND 2012

(Thousands of Dollars)

 

 

 

 

 

 

 

 

 

 

 

 

 

2013 

 

2012(1)

ASSETS

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash

$

 35 

 

$

 429 

 

Accounts Receivable

 

 1 

 

 

 1 

 

Accounts Receivable from Subsidiaries

 

 95,513 

 

 

 110,217 

 

Notes Receivable from Subsidiaries

 

 871,050 

 

 

 914,025 

 

Prepayments and Other Current Assets

 

 59,904 

 

 

 72,514 

Total Current Assets

 

 1,026,503 

 

 

 1,097,186 

 

 

 

 

 

 

 

 

 

Deferred Debits and Other Assets:

 

 

 

 

 

 

Investments in Subsidiary Companies, at Equity

 

 7,733,051 

 

 

 7,173,961 

 

Notes Receivable from Subsidiaries

 

 62,500 

 

 

 25,000 

 

Accumulated Deferred Income Taxes

 

 205,779 

 

 

 215,683 

 

Goodwill

 

 3,231,811 

 

 

 3,231,811 

 

Other Long-Term Assets

 

 22,099 

 

 

 17,108 

Total Deferred Debits and Other Assets

 

 11,255,240 

 

 

 10,663,563 

 

 

 

 

 

 

 

 

 

Total Assets

$

 12,281,743 

 

$

 11,760,749 

 

 

 

 

 

 

 

 

 

LIABILITIES AND CAPITALIZATION

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Notes Payable

$

 1,014,500 

 

$

 1,150,000 

 

Long-Term Debt - Current Portion

 

 31,696 

 

 

 581,688 

 

Accounts Payable

 

 441 

 

 

 9,932 

 

Accounts Payable to Subsidiaries

 

 144,026 

 

 

 47,593 

 

Other

 

 59,559 

 

 

 41,383 

Total Current Liabilities

 

 1,250,222 

 

 

 1,830,596 

 

 

 

 

 

 

 

 

 

Deferred Credits and Other Liabilities:

 

 

 

 

 

 

Other

 

 122,226 

 

 

 114,903 

Total Deferred Credits and Other Liabilities

 

 122,226 

 

 

 114,903 

 

 

 

 

 

 

 

 

 

Capitalization:

 

 

 

 

 

 

Long-Term Debt

 

 1,297,767 

 

 

 578,200 

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

Common Shareholders' Equity:

 

 

 

 

 

 

 

 

Common Shares

 

 1,665,351 

 

 

 1,662,547 

 

 

 

Capital Surplus, Paid in

 

 6,192,765 

 

 

 6,183,267 

 

 

 

Retained Earnings

 

 2,125,980 

 

 

 1,802,714 

 

 

 

Accumulated Other Comprehensive Loss

 

 (46,031)

 

 

 (72,854)

 

 

 

Treasury Stock

 

 (326,537)

 

 

 (338,624)

 

 

Common Shareholders' Equity

 

 9,611,528 

 

 

 9,237,050 

Total Capitalization

 

 10,909,295 

 

 

 9,815,250 

 

 

 

 

 

 

 

 

 

Total Liabilities and Capitalization

$

 12,281,743 

 

$

 11,760,749 

 

 

 

 

 

 

 

 

 

(1)

NU transferred the net assets, results of operations and related cash flows of NSTAR LLC, the former parent company of NSTAR, to NU parent effective October 31, 2013.  In accordance with accounting guidance on combinations between entities or businesses under common control, the net assets, results of operations and related cash flows of NSTAR LLC are reflected in the NU parent financial statements beginning April 10, 2012, the effective date NU controlled both subsidiaries.

 

 

 

 

 

 

 

 

 

See theCombined Notes to Consolidated Financial Statements in this Annual Report on Form 10-K for a description of significant accounting matters related to NU parent, including NU common shares information as described in Note 17, "Common Shares," material obligations and guarantees as described in Note 12, "Commitments and Contingencies," and debt agreements as described in Note 8, "Short-Term Debt," and Note 9, "Long-Term Debt."

SCHEDULE I

EVERSOURCE ENERGY (PARENT)

FINANCIAL INFORMATION OF REGISTRANT

STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

(Thousands of Dollars, Except Share Information)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015 

 

2014 

 

2013 

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

$

 - 

 

$

 - 

 

$

 8 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Other

 

 9,315 

 

 

 29,598 

 

 

 12,766 

Operating Loss

 

 (9,315)

 

 

 (29,598)

 

 

 (12,758)

Interest Expense

 

 45,130 

 

 

 33,168 

 

 

 31,639 

 

 

 

 

 

 

 

 

 

 

 

Other Income, Net:

 

 

 

 

 

 

 

 

 

Equity in Earnings of Subsidiaries

 

 900,824 

 

 

 848,435 

 

 

 785,650 

 

Other, Net

 

 6,602 

 

 

 1,830 

 

 

 5,062 

 

 

Other Income, Net

 

 907,426 

 

 

 850,265 

 

 

 790,712 

Income Before Income Tax Benefit

 

 852,981 

 

 

 787,499 

 

 

 746,315 

Income Tax Benefit

 

 (25,504)

 

 

 (32,047)

 

 

 (39,692)

Net Income

$

 878,485 

 

$

 819,546 

 

$

 786,007 

 

 

 

 

 

 

 

 

 

 

 

Basic Earnings per Common Share

$

 2.77 

 

$

 2.59 

 

$

 2.49 

 

 

 

 

 

 

 

 

 

 

 

Diluted Earnings per Common Share

$

 2.76 

 

$

 2.58 

 

$

 2.49 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Common Shares Outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

 317,336,881 

 

 

 316,136,748 

 

 

 315,311,387 

 

Diluted

 

 318,432,687 

 

 

 317,417,414 

 

 

 316,211,160 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

��

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STATEMENTS OF COMPREHENSIVE INCOME

 

 

 

 

 

 

 

 

 

 

 

Net Income

$

 878,485 

 

$

 819,546 

 

$

 786,007 

Other Comprehensive Income/(Loss), Net of Tax:

 

 

 

 

 

 

 

 

 

Qualified Cash Flow Hedging Instruments

 

 2,079 

 

 

 2,037 

 

 

 2,049 

 

Changes in Unrealized (Losses)/Gains on Marketable Securities

 

 (2,588)

 

 

 315 

 

 

 (940)

 

Change in Funded Status of Pension, SERP and PBOP

 

 

 

 

 

 

 

 

 

 

Benefit Plans

 

 7,674 

 

 

 (30,330)

 

 

 25,714 

Other Comprehensive Income/(Loss), Net of Tax

 

 7,165 

 

 

 (27,978)

 

 

 26,823 

Comprehensive Income

$

 885,650 

 

$

 791,568 

 

$

 812,830 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See the Combined Notes to Consolidated Financial Statements in this Annual Report on Form 10-K for a description of significant accounting matters related to Eversource parent, including Eversource common shares information as described in Note 16, "Common Shares," material obligations and guarantees as described in Note 11, "Commitments and Contingencies," and debt agreements as described in Note 7, "Short-Term Debt," and Note 8, "Long-Term Debt."




S-1




S-2






SCHEDULE I

NORTHEAST UTILITIES (PARENT)

FINANCIAL INFORMATION OF REGISTRANT

STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011

(Thousands of Dollars, Except Share Information)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013 

 

2012(1)

 

2011 

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

$

 8 

 

$

 2 

 

$

 - 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Other

 

 12,766 

 

 

 80,719 

 

 

 19,075 

Operating Loss

 

 (12,758)

 

 

 (80,717)

 

 

 (19,075)

Interest Expense

 

 31,639 

 

 

 36,325 

 

 

 26,767 

 

 

 

 

 

 

 

 

 

 

 

Other Income, Net:

 

 

 

 

 

 

 

 

 

Equity in Earnings of Subsidiaries

 

 785,650 

 

 

 579,221 

 

 

 422,408 

 

Other, Net

 

 5,062 

 

 

 6,080 

 

 

 4,247 

 

 

Other Income, Net

 

 790,712 

 

 

 585,301 

 

 

 426,655 

Income Before Income Tax Benefit

 

 746,315 

 

 

 468,259 

 

 

 380,813 

Income Tax Benefit

 

 (39,692)

 

 

 (57,789)

 

 

 (14,142)

Net Income

 

 786,007 

 

 

 526,048 

 

 

 394,955 

Net Income Attributable to Noncontrolling Interest

 

 - 

 

 

 103 

 

 

 262 

Net Income Attributable to Controlling Interest

$

 786,007 

 

$

 525,945 

 

$

 394,693 

 

 

 

 

 

 

 

 

 

 

 

Basic Earnings per Common Share

$

 2.49 

 

$

 1.90 

 

$

 2.22 

 

 

 

 

 

 

 

 

 

 

 

Diluted Earnings per Common Share

$

 2.49 

 

$

 1.89 

 

$

 2.22 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Common Shares Outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

 315,311,387 

 

 

 277,209,819 

 

 

 177,410,167 

 

Diluted

 

 316,211,160 

 

 

 277,993,631 

 

 

 177,804,568 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STATEMENTS OF COMPREHENSIVE INCOME

 

 

 

 

 

 

 

 

 

 

 

Net Income

$

 786,007 

 

$

 526,048 

 

$

 394,955 

Other Comprehensive Income/(Loss), Net of Tax:

 

 

 

 

 

 

 

 

 

Qualified Cash Flow Hedging Instruments

 

 2,049 

 

 

 1,971 

 

 

 (14,177)

 

Changes in Unrealized Gains/(Losses) on Other Securities

 

 (940)

 

 

 217 

 

 

 506 

 

Change in Funded Status of Pension, SERP and PBOP

 

 

 

 

 

 

 

 

 

 

Benefit Plans

 

 25,714 

 

 

 (4,356)

 

 

 (13,645)

Other Comprehensive Income/(Loss), Net of Tax

 

 26,823 

 

 

 (2,168)

 

 

 (27,316)

Comprehensive Income Attributable to Noncontrolling Interest

 

 - 

 

 

 (103)

 

 

 (262)

Comprehensive Income Attributable to Controlling Interest

$

 812,830 

 

$

 523,777 

 

$

 367,377 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

NU transferred the net assets, results of operations and related cash flows of NSTAR LLC, the former parent company of NSTAR, to NU parent effective October 31, 2013.  In accordance with accounting guidance on combinations between entities or businesses under common control, the net assets, results of operations and related cash flows of NSTAR LLC are reflected in the NU parent financial statements beginning April 10, 2012, the effective date NU controlled both subsidiaries.

 

 

 

 

 

 

 

 

 

 

 

See theCombined Notes to Consolidated Financial Statements in this Annual Report on Form 10-K for a description of significant accounting matters related to NU parent, including NU common shares information as described in Note 17, "Common Shares," material obligations and guarantees as described in Note 12, "Commitments and Contingencies," and debt agreements as described in Note 8, "Short-Term Debt," and Note 9, "Long-Term Debt."




S-2

SCHEDULE I

EVERSOURCE ENERGY (PARENT)

FINANCIAL INFORMATION OF REGISTRANT

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 and 2013

(Thousands of Dollars)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

 

2014 

 

2013

Operating Activities:

 

 

 

 

 

 

 

 

 

Net Income

$

 878,485 

 

$

 819,546 

 

$

 786,007 

 

Adjustments to Reconcile Net Income to Net Cash

 

 

 

 

 

 

 

 

 

 

Flows Provided by Operating Activities:

 

 

 

 

 

 

 

 

 

 

 

Equity in Earnings of Subsidiaries

 

 (900,824)

 

 

 (848,435)

 

 

 (785,650)

 

 

 

Cash Dividends Received from Subsidiaries

 

 602,300 

 

 

 609,800 

 

 

 407,837 

 

 

 

Deferred Income Taxes

 

 16,880 

 

 

 7,956 

 

 

 15,159 

 

 

 

Other

 

 (22,864)

 

 

 9,409 

 

 

 29,169 

 

 

Changes in Current Assets and Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Accounts Receivables from Subsidiaries

 

 (16,980)

 

 

 88,800 

 

 

 14,704 

 

 

 

Taxes Receivable/Accrued, Net

 

 (14,426)

 

 

 23,178 

 

 

 13,295 

 

 

 

Accounts Payable, Including Affiliate Payables

 

 (134,730)

 

 

 5,942 

 

 

 (7,058)

 

 

 

Other Current Assets and Liabilities, Net

 

 6,832 

 

 

 14,484 

 

 

 (1,411)

Net Cash Flows Provided by Operating Activities

 

 414,673 

 

 

 730,680 

 

 

 472,052 

 

 

 

 

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

 

 

 

Capital Contributions to Subsidiaries

 

 (218,500)

 

 

 (437,553)

 

 

 (65,400)

 

(Increase)/Decrease in Notes Receivable from Subsidiaries

 

 (131,650)

 

 

 86,100 

 

 

 5,475 

 

Other Investing Activities

 

 12,000 

 

 

 - 

 

 

 (1,862)

Net Cash Flows Used in Investing Activities

 

 (338,150)

 

 

 (351,453)

 

 

 (61,787)

 

 

 

 

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

 

 

 

Cash Dividends on Common Shares

 

 (529,791)

 

 

 (475,227)

 

 

 (462,741)

 

Issuance of Long-Term Debt

 

 450,000 

 

 

 - 

 

 

 750,000 

 

Retirement of Long-Term Debt

 

 - 

 

 

 - 

 

 

 (550,000)

 

(Decrease)/Increase in Short-Term Debt

 

 (2,622)

 

 

 86,575 

 

 

 (135,500)

 

Other Financing Activities

 

 5,819 

 

 

 9,528 

 

 

 (12,418)

Net Cash Flows (Used in)/Provided by Financing Activities

 

 (76,594)

 

 

 (379,124)

 

 

 (410,659)

Net (Decrease)/Increase in Cash

 

 (71)

 

 

 103 

 

 

 (394)

Cash - Beginning of Year

 

 138 

 

 

 35 

 

 

 429 

Cash - End of Year

$

 67 

 

$

 138 

 

$

 35 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Information:

 

 

 

 

 

 

 

 

Cash Paid/(Received) During the Year for:

 

 

 

 

 

 

 

 

 

Interest

$

 43,024 

 

$

 36,208 

 

$

 33,822 

 

Income Taxes

$

 (34,680)

 

$

 (86,804)

 

$

 (30,603)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See the Combined Notes to Consolidated Financial Statements in this Annual Report on Form 10-K for a description of significant accounting matters related to Eversource parent, including Eversource common shares information as described in Note 16, "Common Shares," material obligations and guarantees as described in Note 11, "Commitments and Contingencies," and debt agreements as described in Note 7, "Short-Term Debt," and Note 8, "Long-Term Debt."





S-3






SCHEDULE I

NORTHEAST UTILITIES (PARENT)

FINANCIAL INFORMATION OF REGISTRANT

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 and 2011

(Thousands of Dollars)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013

 

2012(1)

 

2011

Operating Activities:

 

 

 

 

 

 

 

 

 

Net Income

$

 786,007 

 

$

526.048 

 

$

 394,955 

 

Adjustments to Reconcile Net Income to Net Cash

 

 

 

 

 

 

 

 

 

 

Flows Provided by Operating Activities:

 

 

 

 

 

 

 

 

 

 

 

Equity in Earnings of Subsidiaries

 

 (785,650)

 

 

 (579,221)

 

 

 (422,408)

 

 

 

Cash Dividends Received from Subsidiaries

 

407.837 

 

 

 374,584 

 

 

 389,292 

 

 

 

Deferred Income Taxes

 

 15,159 

 

 

 (15,350)

 

 

 (15,934)

 

 

 

Other

 

 29,169 

 

 

(3,755)

 

 

 33,238 

 

 

Changes in Current Assets and Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Receivables, Including Affiliate Receivables

 

 14,704 

 

 

 (18,321)

 

 

 (436)

 

 

 

Taxes Receivable/Accrued, Net

 

 13,295 

 

 

 (16,872)

 

 

 11,537 

 

 

 

Accounts Payable, Including Affiliate Payables

 

 (7,058)

 

 

 48,332 

 

 

 (183)

 

 

 

Other Current Assets and Liabilities, Net

 

 (1,411)

 

 

 60,182 

 

 

 484 

Net Cash Flows Provided by Operating Activities

 

 472,052 

 

 

 375,627 

 

 

 390,545 

 

 

 

 

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

 

 

 

Capital Contributions to Subsidiaries

 

 (65,400)

 

 

 (81,431)

 

 

 (233,349)

 

Return of Investment in Subsidiaries

 

 - 

 

 

 8,207 

 

 

 - 

 

Decrease in Money Pool Lending

 - 

 

 

 2,200 

 

 

 400 

 

Decrease/(Increase) in Notes Receivable from Affiliated Companies

 5,475 

 

 

 (704,475)

 

 

 19,000 

 

Other Investing Activities

 

 (1,862)

 

 

 (608)

 

 

 (2,585)

Net Cash Flows Used in Investing Activities

 

 (61,787)

 

 

 (776,107)

 

 

 (216,534)

 

 

 

 

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

 

 

 

Cash Dividends on Common Shares

 

 (462,741)

 

 

 (375,047)

 

 

 (194,555)

 

Issuance of Long-Term Debt

 

 750,000 

 

 

 300,000 

 

 

 - 

 

Retirement of Long-Term Debt

 

 (550,000)

 

 

 (263,000)

 

 

 - 

 

(Decrease)/Increase in Short-Term Debt

 

 (135,500)

 

 

 733,500 

 

 

 19,000 

 

Other Financing Activities

 

 (12,418)

 

 

 5,394 

 

 

 1,338 

Net Cash Flows (Used in)/Provided by Financing Activities

 

 (410,659)

 

 

 400,847 

 

 

 (174,217)

Net (Decrease)/Increase in Cash

 

 (394)

 

 

 367 

 

 

 (206)

Cash - Beginning of Year

 

 429 

 

 

 62 

 

 

 268 

Cash - End of Year

$

 35 

 

$

 429 

 

$

 62 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Information:

 

 

 

 

 

 

 

 

Cash Paid/(Received) During the Year for:

 

 

 

 

 

 

 

 

 

Interest

$

 33,822 

 

$

50,144 

 

$

 24,951 

 

Income Taxes

$

 (30,603)

 

$

 (27,126)

 

$

 (10,833)

 

 

 

 

 

 

 

 

 

 

 

 

(1)

NU transferred the net assets, results of operations and related cash flows of NSTAR LLC, the former parent company of NSTAR, to NU parent effective October 31, 2013.  In accordance with accounting guidance on combinations between entities or businesses under common control, the net assets, results of operations and related cash flows of NSTAR LLC are reflected in the NU parent financial statements beginning April 10, 2012, the effective date NU controlled both subsidiaries.

 

 

 

 

 

 

 

 

 

 

 

 

See theCombined Notes to Consolidated Financial Statements in this Annual Report on Form 10-K for a description of significant accounting matters related to NU parent, including NU common shares information as described in Note 17, "Common Shares," material obligations and guarantees as described in Note 12, "Commitments and Contingencies," and debt agreements as described in Note 8, "Short-Term Debt," and Note 9, "Long-Term Debt."








S-3

SCHEDULE II

EVERSOURCE ENERGY AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013

(Thousands of Dollars)

 

Column A

Column B

 

Column C

 

Column D

 

Column E

 

 

 

 

 

 

Additions

 

 

 

 

 

 

 

 

 

 

 

(1)

 

(2)

 

 

 

 

 

 

 

 

 

 

 

 

Charged

 

Charged to

 

 

 

 

 

 

 

 

 

Balance as

 

to Costs

 

Other

 

 

Deductions -

 

Balance

 

 

of Beginning

 

and

 

Accounts -

 

 

Describe

 

as of

Description:

of Year

 

Expenses

 

Describe (a)

 

 

(b)

 

End of Year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eversource:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserves Deducted from Assets -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserves for Uncollectible Accounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015 

$

 175,317 

 

$

 51,077 

 

$

 79,622 

 

 

$

 115,336 

 

$

 190,680 

 

2014 

 

 171,251 

 

 

 55,657 

 

 

 51,227 

 

 

 

 102,818 

 

 

 175,317 

 

2013 

 

 165,549 

 

 

 55,465 

 

 

 37,744 

 

 

 

 87,507 

 

 

 171,251 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CL&P:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserves Deducted from Assets -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserves for Uncollectible Accounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015 

$

 84,287 

 

$

 10,105 

 

$

 30,592 

 

 

$

 45,505 

 

$

 79,479 

 

2014 

 

 81,995 

 

 

 6,598 

 

 

 39,706 

 

 

 

 44,012 

 

 

 84,287 

 

2013 

 

 77,571 

 

 

 3,947 

 

 

 27,258 

 

 

 

 26,781 

 

 

 81,995 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NSTAR Electric:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserves Deducted from Assets -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserves for Uncollectible Accounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015 

$

 40,670 

 

$

 14,228 

 

$

 29,559 

 

 

$

 31,829 

 

$

 52,628 

 

2014 

 

 41,679 

 

 

 24,740 

 

 

 627 

 

 

 

 26,376 

 

 

 40,670 

 

2013 

 

 44,115 

 

 

 28,108 

 

 

 - 

 

 

 

 30,544 

 

 

 41,679 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PSNH:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserves Deducted from Assets -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserves for Uncollectible Accounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015 

$

 7,663 

 

$

 8,889 

 

$

 841 

 

 

$

 8,660 

 

$

 8,733 

 

2014 

 

 7,364 

 

 

 6,815 

 

 

 797 

 

 

 

 7,313 

 

 

 7,663 

 

2013 

 

 6,760 

 

 

 6,608 

 

 

 779 

 

 

 

 6,783 

 

 

 7,364 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WMECO:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserves Deducted from Assets -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserves for Uncollectible Accounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015 

$

 9,880 

 

$

 4,940 

 

$

 7,418 

 

 

$

 8,190 

 

$

 14,048 

 

2014 

 

 9,984 

 

 

 2,415 

 

 

 3,608 

 

 

 

 6,127 

 

 

 9,880 

 

2013 

 

 8,501 

 

 

 2,580 

 

 

 4,299 

 

 

 

 5,396 

 

 

 9,984 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

Amounts relate to uncollectible accounts receivables reserved for that are not charged to bad debt expense.  The PURA allows CL&P and Yankee Gas to accelerate the recovery of accounts receivable balances attributable to qualified customers under financial or medical duress (uncollectible hardship accounts receivable) outstanding for greater than 180 days and 90 days, respectively.  The DPU allows WMECO and NSTAR Gas to also recover in rates amounts associated with certain uncollectible hardship accounts receivable.  Certain of NSTAR Electric's uncollectible hardship accounts receivable are expected to be recovered in future rates, similar to WMECO and NSTAR Gas.

(b)

Amounts written off, net of recoveries.  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 










SCHEDULE II

NORTHEAST UTILITIES AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

FOR THE YEARS ENDED DECEMBER 31, 2013, 2012 AND 2011

(Thousands of Dollars)

 

Column A

Column B

 

Column C

 

Column D

 

Column E

 

 

 

 

 

 

Additions

 

 

 

 

 

 

 

 

 

 

 

(1)

 

(2)

 

(3)

 

 

 

 

 

 

 

 

 

 

 

Charged

 

Charged to

 

Impact

 

 

 

 

 

 

 

 

Balance as

 

to Costs

 

Other

 

Related to

 

Deductions -

 

Balance

 

 

of Beginning

 

and

 

Accounts -

 

Merger With

 

Describe

 

as of

Description:

of Year

 

Expenses

 

Describe (a)

 

NSTAR

 

(b)

 

End of Year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NU:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserves Deducted from Assets -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserves for Uncollectible Accounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013 

$

 165,549 

 

$

 55,465 

 

$

 37,744 

 

$

 - 

 

$

 87,507 

 

$

 171,251 

 

2012 

 

 115,689 

 

 

 36,275 

 

 

 34,761 

 

 

 59,286 

 

 

 80,462 

 

 

 165,549 

 

2011 

 

 119,190 

 

 

 16,420 

 

 

 40,663 

 

 

 - 

 

 

 60,584 

 

 

 115,689 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CL&P:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserves Deducted from Assets -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserves for Uncollectible Accounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013 

$

 77,571 

 

$

 3,947 

 

$

 27,258 

 

$

 - 

 

$

 26,781 

 

$

 81,995 

 

2012 

 

 83,475 

 

 

 2,080 

 

 

 27,084 

 

 

 - 

 

 

 35,068 

 

 

 77,571 

 

2011 

 

 82,173 

 

 

 3,215 

 

 

 33,911 

 

 

 - 

 

 

 35,824 

 

 

 83,475 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NSTAR Electric:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserves Deducted from Assets -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserves for Uncollectible Accounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013 

$

 44,115 

 

$

 28,108 

 

$

 - 

 

$

 - 

 

$

 30,544 

 

$

 41,679 

 

2012 

 

 27,118 

 

 

 40,301 

 

 

 - 

 

 

 - 

 

 

 23,304 

 

 

 44,115 

 

2011 

 

 29,033 

 

 

 22,582 

 

 

 - 

 

 

 - 

 

 

 24,497 

 

 

 27,118 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PSNH:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserves Deducted from Assets -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserves for Uncollectible Accounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013 

$

 6,760 

 

$

 6,608 

 

$

 779 

 

$

 - 

 

$

 6,783 

 

$

 7,364 

 

2012 

 

 7,190 

 

 

 6,457 

 

 

 2,481 

 

 

 - 

 

 

 9,368 

 

 

 6,760 

 

2011 

 

 6,824 

 

 

 7,035 

 

 

 1,334 

 

 

 - 

 

 

 8,003 

 

 

 7,190 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WMECO:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserves Deducted from Assets -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserves for Uncollectible Accounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013 

$

 8,501 

 

$

 2,580 

 

$

 4,299 

 

$

 - 

 

$

 5,396 

 

$

 9,984 

 

2012 

 

 10,018 

 

 

 2,294 

 

 

 2,428 

 

 

 - 

 

 

 6,239 

 

 

 8,501 

 

2011 

 

 12,891 

 

 

 3,133 

 

 

 1,141 

 

 

 - 

 

 

 7,147 

 

 

 10,018 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

Amounts relate to uncollectible accounts receivables reserved for that are not charged to bad debt expense.  The PURA allows CL&P and Yankee Gas to accelerate the recovery of uncollectible hardship accounts receivables outstanding for greater than 90 days.  The DPU allows WMECO to recover in rates amounts associated with certain uncollectible hardship accounts receivables.  

(b)

Amounts written off, net of recoveries.  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 







S-4








EXHIBIT INDEX


Each document described below is incorporated by reference by the registrant(s) listed to the files identified, unless designated with a (*), which exhibits are filed herewith.  Management contracts and compensation plans or arrangements are designated with a (+).


Exhibit

Number

Description


3.

Articles of Incorporation and By-Laws


(A)

Northeast UtilitiesEversource Energy


3.1

Declaration of Trust of NU,Eversource Energy, as amended through May 10, 2005April 30, 2015 (Exhibit A.1, NU3.1 Eversource Energy Current Report on Form U-18-K filed June 23, 2005,on April 30, 2015, File No. 70-10315)001-05324)


(B)

The Connecticut Light and Power Company


3.1

Certificate of Incorporation of CL&P, restated to March 22, 1994 (Exhibit 3.2.1, 1993 CL&P Form 10-K, File No. 000-00404)


3.1.1

Certificate of Amendment to Certificate of Incorporation of CL&P, dated December 26, 1996 (Exhibit 3.2.2, 1996 CL&P Form 10-K filed March 25, 1997, File No. 001-11419)


3.1.2

Certificate of Amendment to Certificate of Incorporation of CL&P, dated April 27, 1998 (Exhibit 3.2.3, 1998 CL&P Form 10-K filed March 23, 1999, File No. 000-00404)


3.1.3

Amended and Restated Certificate of Incorporation of CL&P, dated effective January 3, 2012 (Exhibit 3(i), CL&P Current Report on Form 8-K filed January 9, 2012, File No. 000-00404)


3.2

By-laws of CL&P, as amended to January 1, 1997and restated effective September 29, 2014 (Exhibit 3.2.3, 19963.1, CL&P Current Report on Form 10-K8-K filed March 25, 1997,October 2, 2014, File No. 001-11419)000-00404)


(C)

NSTAR Electric Company


3.1

Restated Articles of Organization of NSTAR Electric Company, fka Boston Edison Company Restated Articles of Organization (Exhibit 3.1, NSTAR Electric Form 10-Q for the Quarter Ended June 30, 1994 filed August 12, 1994, File No. 001-02301)


3.2

Bylaws of NSTAR Electric Company, fka  Boston Edison Company, Bylaws dated April 19, 1977, as amended January 22, 1987, January 28, 1988,May 24, 1988, November 22, 1989, July 22, 1999,and restated effective September 20, 1999, January 2, 2007 and March 1, 201129, 2014 (Exhibit 3.2,3.1, NSTAR Electric 2011Current Report on Form 10-K8-K filed February 7, 2012,October 2, 2014, File No. 001-02301)000-02301)


(D)

Public Service Company of New Hampshire


3.1

Articles of Incorporation, as amended to May 16, 1991 (Exhibit 3.3.1, 1993 PSNH Form 10-K filed March 25, 1994, File No. 001-06392)


3.2

By-laws of PSNH, as in effect June 27, 2008 (Exhibit 3, PSNH Form 10-Q for the Quarter Ended June 30, 2008 filed August 7, 2008, File No. 001-06392)


(E)

Western Massachusetts Electric Company


3.1

Articles of Organization of WMECO, restated to February 23, 1995 (Exhibit 3.4.1, 1994 WMECO Form 10-K filed March 27, 1995, File No. 001-07624)


3.2

By-laws of WMECO, as amended to April 1, 1999 (Exhibit 3.1, WMECO Form 10-Q for the Quarter Ended June 30, 1999 filed August 13, 1999, File No. 000-07624)


3.2.1

By-laws of WMECO, as further amended to May 1, 2000 (Exhibit 3.1, WMECO Form 10-Q for the Quarter Ended June 30, 2000 filed August 11, 2000, File No. 000-07624)No.000-07624)




E-1


4.

Instruments defining the rights of security holders, including indentures


(A)

Northeast UtilitiesEversource Energy


4.1

Indenture between NUEversource Energy and The Bank of New York as Trustee dated as of April 1, 2002 (Exhibit A-3, NUEversource Energy 35-CERT filed April 16, 2002, File No. 070-09535)




E-1


4.1.1

Fifth Supplemental Indenture between NUEversource Energy and The Bank of New York Trust Company N.A., as Trustee, dated as of May 1, 2013, relating to $300 million of Senior Notes, Series E, due 2018 and $450$400 million of Senior Notes, Series F, due 2023 (Exhibit 4.1, NUEversource Energy Current Report on Form 8-K filed May 16, 2013, File No. 001-05324)


4.1.2

Sixth Supplemental Indenture between Eversource Energy and The Bank of New York Trust Company N.A., as Trustee, dated as of January 1, 2015, relating to $150 million of Senior Notes, Series G, due 2018 and $300 million of Senior Notes, Series H, due 2025 (Exhibit 4.1, Eversource Energy Current Report on Form 8-K filed January 21, 2015, File No. 001-05324)


4.2

Indenture dated as of January 12, 2000, between NU,Eversource Energy, as successor to NSTAR LLC, as successor to NSTAR, and Bank One Trust Company N.A. (Exhibit 4.1 to NSTAR Registration Statement on Form S-3, File No. 333-94735)


4.2.1

Form of 4.50% Debenture Due 2019 (Exhibit 99.2, NSTAR Form 8-K filed November 16, 2009, File No. 001-14768)


4.3

Credit Agreement, dated July 25, 2012, by and among NU, CL&P, NSTAR Gas, NSTAR LLC, PSNH, WMECO, Yankee Gas Services Company and the Banks named therein, pursuant to which Bank of America, N.A. serves as Administrative Agent  (Exhibit 4.1, NU Form 10-Q for the Quarter Ended September 30, 2012, filed November 7, 2012, File No. 001-05324)


4.3.1

First Amendment to Credit Agreement, dated September 6, 2013, by and among NU, CL&P, NSTAR Gas, NSTAR LLC, PSNH, WMECO, Yankee Gas Services Company and the Banks named therein, pursuant to which Bank of America, N.A. serves as Administrative Agent (Exhibit 4.1, NU Current Report on Form 8-K filed September 12, 2013, File No. 001-05324)


(B)

The Connecticut Light and Power Company


4.1

Indenture of Mortgage and Deed of Trust between CL&P and Bankers Trust Company, Trustee, dated as of May 1, 1921 (Composite including all twenty-four amendments to May 1, 1967) (Exhibit 4.1.1, 1989 NUEversource Energy Form 10-K, File No. 001-05324)


4.1.1

Series D Supplemental Indentures to the Composite May 1, 1921 Indenture of Mortgage and Deed of Trust between CL&P and Bankers Trust Company, dated as of October 1, 1994 (Exhibit 4.2.16, 1994 CL&P Form 10-K filed March 27, 1995, File No. 001-11419)


4.1.2

Series A Supplemental Indenture between CL&P and Deutsche Bank Trust Company Americas, as Trustee, dated as of September 1, 2004 (Exhibit 99.2, CL&P Current Report on Form 8-K filed September 22, 2004, File No. 000-00404)


4.1.3

Series B Supplemental Indenture between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of September 1, 2004 (Exhibit 99.5, CL&P Current Report on Form 8-K filed September 22, 2004, File No. 000-00404)


4.2

Composite Indenture of Mortgage and Deed of Trust between CL&P and Deutsche Bank Trust Company Americas f/k/a Bankers Trust Company, dated as of May 1, 1921, as amended and supplemented by seventy-three supplemental mortgages to and including Supplemental Mortgage dated as of April 1, 2005 (Exhibit 99.5, CL&P Current Report on Form 8-K filed April 13, 2005, File No. 000-00404)


4.2.1

Supplemental Indenture (2005 Series A Bonds and 2005 Series B Bonds) between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of April 1, 2005 (Exhibit 99.2, CL&P Current Report on Form 8-K filed April 13, 2005, File No. 000-00404)


4.2.2

Supplemental Indenture (2006 Series A Bonds) between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of June 1, 2006 (Exhibit 99.2, CL&P Current Report on Form 8-K filed June 7, 2006, File No. 000-00404)


4.2.3

Supplemental Indenture (2007 Series A Bonds and 2007 Series B Bonds) between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of March 1, 2007 (Exhibit 99.2, CL&P Current Report on Form 8-K filed March 29, 2007, File No. 000-00404)


4.2.4

Supplemental Indenture (2007 Series C Bonds and 2007 Series D Bonds) between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of September 1, 2007 (Exhibit 4, CL&P Current Report on Form 8-K filed September 19, 2007, File No. 000-00404)


4.2.5

Supplemental Indenture (2008 Series A Bonds) between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of May 1, 2008 (Exhibit 4, CL&P Current Report on Form 8-K filed May 29, 2008, File No. 000-00404)


4.2.6

Supplemental Indenture (2009 Series A Bonds) between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of February 1, 2009 (Exhibit 4, CL&P Current Report on Form 8-K filed February 19, 2009, File No. 000-00404)




E-2


4.2.7

Supplemental Indenture (2011 Series A and Series B Bonds) between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of October 1, 2011 (Exhibit 4.1, CL&P Current Report on Form 8-K filed October 28, 2011, File No. 000-00404)


4.2.8

Supplemental Indenture (2013 Series A Bond) between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of January 1, 2013 (Exhibit 4.1, CL&P Current Report on Form 8-K filed January 22, 2013, File No. 000-00404)


4.3

AmendedE-2


4.2.8

Supplemental Indenture (2014 Series A Bond) between CL&P and Restated Loan Agreement between Connecticut Development Authority and CL&PDeutsche Bank Trust Company Americas, as Trustee dated as of MayApril 1, 1996 and Amended and Restated as of January 1, 1997 (Pollution Control Revenue Bond - 1996A Series)2014 (Exhibit 4.2.24, 19964.1, CL&P Current Report on Form 10-K8-K filed March 25, 1997, File No. 001-11419)


4.3.1

First Amendment to Amended and Restated Loan Agreement, between the Connecticut Development Authority and CL&P dated as of October 1, 2008 (Pollution Control Revenue Bond-1996A Series) (Exhibit 10.1, CL&P Form 10-Q for the Quarter Ended September 30, 2008, filed November 10, 2008,April  29, 2014, File No. 000-00404)


4.44.2.9

AmendedSupplemental Indenture (2015  Series A Bonds) between CL&P and Restated Indenture ofDeutsche Bank Trust between Connecticut Development Authority and Fleet National Bank, theCompany Americas, as Trustee dated as of May 1, 1996 and Amended and Restated as of January 1, 1997 (Pollution Control Revenue Bond-1996A Series)2015 (Exhibit 4.2.24.1, 19964.1, CL&P Current Report on Form 10-K,8-K filed March 25, 1997,May 26, 2015, File No. 001-11419)000-00404)


4.4.14.2.10

First Amendment to AmendedSupplemental Indenture (2015 Series A Bonds) between CL&P and Restated Indenture ofDeutsche Bank Trust between Connecticut Development Authority and U.S. Bank National Association,Company Americas, as Trustee dated as of OctoberNovember 1, 20082015 (Exhibit 10.24.1, CL&P Current Report on Form 10-Q for the Quarter Ended September 30, 2008,8-K filed November 10, 2008,December 4, 2015, File No. 000-00404)


4.54.3

Loan Agreement between Connecticut Development Authority and CL&P (Pollution Control Revenue Refunding Bonds – 2011A Series) dated as of October 1, 2011 (Exhibit 1.1, CL&P Current Report on Form 8-K filed October 28, 2011, File No. 000-00404)


4.6

Credit Agreement, dated July 25, 2012, by and among NU, CL&P, NSTAR Gas, NSTAR LLC, PSNH, WMECO, Yankee Gas Services Company and the Banks named therein, pursuant to which Bank of America, N.A. serves as Administrative Agent  (Exhibit 4.1, CL&P Form 10-Q for the Quarter Ended September 30, 2012, filed November 7, 2012, File No. 001-05324)


4.6.1

First Amendment to Credit Agreement, dated September 6, 2013, by and among NU, CL&P, NSTAR Gas, NSTAR LLC, PSNH, WMECO, Yankee Gas Services Company and the Banks named therein, pursuant to which Bank of America, N.A. serves as Administrative Agent  Exhibit 4.1, CL&P Current Report on Form 8-K filed on September 12, 2013, File No. 001-05324)


(C)

NSTAR Electric Company


4.1

Indenture between Boston Edison Company and the Bank of New York (as successor to Bank of Montreal Trust Company)(Exhibit (Exhibit 4.1, NSTAR Electric Form 10-Q for the Quarter Ended September 30, 1988, File No. 001-02301)


4.1.1

A Form of 4.875% Debenture Due April 15, 2014 (Exhibit 4.3, Boston Edison Company Current  Report on Form 8-K filed April 15, 2004, File No. 001-02301)


4.1.2

A Form of 5.75% Debenture Due March 15, 2036 (Exhibit 99.2, Boston Edison Company Current  Report on Form 8-K filed March 17, 2006, File No. 001-02301)


4.1.34.1.2

A Form of 5.625% Debenture Due November 15, 2017 (Exhibit 99.2, NSTAR Electric Company Current Report on Form 8-K filed November 20, 2007 and filed February 17, 2009, File No. 001-02301)


4.1.44.1.3

A Form of 5.50% Debenture Due March 15, 2040 (Exhibit 99.2, NSTAR Electric Company Current Report on Form 8-K filed March 15, 2010, File No. 001-02301)


4.1.54.1.4

A Form of 2.375% Debenture Due 2022.2022 (Exhibit 4, NSTAR Electric Company Current Report on Form 8-K filed October 18, 2012, File No. 001-02301)


4.1.64.1.5

A Form of Floating Rate Debenture Due 2016.2016 (Exhibit 4, NSTAR Electric Company Current Report on Form 8-K filed May 22, 2013, File No. 001-02301)


4.1.6

A Form of 4.40% Debenture Due 2044 (Exhibit 4, NSTAR Electric Company Current Report on Form 8-K filed March 13, 2014, File No. 001-02301)


4.17.

A Form of 3.25% Debenture due 2025 (Exhibit 4, NSTAR Electric Company Current Report on Form 8-K filed on November 20, 2015 (Exhibit 4, File No. 001-02301)


*4.2

Amended and Restated Credit Agreement, dated July 25, 2012,October 26, 2015, by and between NSTAR Electric and the Banks named therein, pursuant to which Barclays Bank PLC serves as Administrative Agent and Swing Line Lender (Exhibit 4.1, NSTAR Electric Company Form 10-Q for the Quarter Ended September 30, 2012, filed November 7, 2012, File No. 001-05324)


4.2.1

First Amendment to Credit Agreement, dated September 6, 2013, by and among NU, CL&P, NSTAR Gas, NSTAR LLC, PSNH, WMECO, Yankee Gas Services Company and the Banks named therein, pursuant to



E-3


which Bank of America, N.A. serves as Administrative Agent (Exhibit 4.1, NSTAR Electric Company Current Report on Form 8-K filed on September 12, 2013, File No. 001-05324)


(D)

Public Service Company of New Hampshire


4.1

First Mortgage Indenture between PSNH and First Fidelity Bank, National Association, New Jersey, now First Union National Bank, Trustee, dated as of August 15, 1978 (Composite including all amendments effective June 1, 2011) (included as Exhibit C to the EighteenEighteenth Supplemental Indenture filed as Exhibit 4.1 to PSNH Current Report on Form 8-K filed June 2, 2011, File No. 001-06392)


4.1.1

Twelfth Supplemental Indenture between PSNH and First Union National Bank dated as of December 1, 2001 (Exhibit 4.3.1.2, 2001 PSNH Form 10-K filed March 22, 2002, File No. 001-06392)


4.1.2

Thirteenth Supplemental Indenture between PSNH and Wachovia Bank, National Association, successor to First Union National Bank, as successor to First Fidelity Bank, National Association, as Trustee dated as of July 1, 2004 (Exhibit 99.2, PSNH Current Report on Form 8-K filed October 5, 2004, File No. 001-06392)


4.1.3

Fourteenth Supplemental Indenture between PSNH and Wachovia Bank, National Association successor to First Union National Bank, as successor to First Fidelity Bank, National Association, as Trustee dated as of October 1, 2005 (Exhibit 99.2, PSNH Current Report on Form 8-K filed October 6, 2005, File No. 001-06392)


4.1.44.1.2

Fifteenth Supplemental Indenture between PSNH and Wachovia Bank, National Association successor to First Union National Bank, as successor to First Fidelity Bank, National Association, as Trustee dated as of September 1, 2007 (Exhibit 4.1, PSNH Current Report on Form 8-K filed September 25, 2007, File No. 001-06392)


4.1.54.1.3

Sixteenth Supplemental Indenture between PSNH and U.S. Bank National Association, Trustee, dated as of May 1, 2008 (Exhibit 4.1 to PSNH Current Report on Form 8-K filed May 29, 2008 (File No.001-06392)


4.1.64.1.4

Seventeenth Supplemental Indenture, between PSNH and U.S. Bank National Association, as Trustee dated as of December 1, 2009 (Exhibit 4.1, PSNH Current Report on Form 8-K filed December 15, 2009 (File No. 001-06392)


4.1.74.1.5

Eighteenth Supplemental Indenture, between PSNH and U.S. Bank National Association, as Trustee dated as of May 1, 2011 (Exhibit 4.1, PSNH Current Report on Form 8-K filed June 2, 2011 (File No. 001-06392)



4.1.8E-3



4.1.6

Nineteenth Supplemental Indenture, between PSNH and U.S. Bank National Association, as Trustee dated as of September 1, 2011 (Exhibit 4.1, PSNH Current Report on Form 8-K filed September 16, 2011 (File No. 001-06392)


4.1.94.1.7

Twentieth Supplemental Indenture, between PSNH and U.S. Bank National Association, as Trustee dated as of November 1, 2013 (Exhibit 4.1, PSNH Current Report on Form 8-K filed November 20, 2013 (File No. 001-06392)


4.1.8

Twenty-first Supplemental Indenture, between PSNH and U.S. Bank National Association, as Trustee dated as of October 1, 2014 (Exhibit 4.1, PSNH Current Report on Form 8-K filed October 17, 2014 (File No. 001-06392)


4.2

Series A Loan and Trust Agreement among Business Finance Authority of the State of New Hampshire and PSNH and State Street Bank and Trust Company, as Trustee (Tax Exempt Pollution Control Bonds) dated as of October 1, 2001 (Exhibit 4.3.4, 2001 NUEversource Energy Form 10-K filed March 22, 2002, File No. 001-05324)


4.3

Credit Agreement, dated July 25, 2012, by and among NU, CL&P, NSTAR Gas, NSTAR LLC, PSNH, WMECO, Yankee Gas Services Company and the Banks named therein, pursuant to which Bank of America, N.A. serves as Administrative Agent  (Exhibit 4.1, PSNH Form 10-Q for the Quarter Ended September 30, 2012, filed November 7, 2012, File No. 001-05324)


4.3.1

First Amendment to Credit Agreement, dated September 6, 2013, by and among NU, CL&P, NSTAR Gas, NSTAR LLC, PSNH, WMECO, Yankee Gas Services Company and the Banks named therein, pursuant to which Bank of America, N.A. serves as Administrative Agent  Exhibit 4.1, PSNH Current Report on Form 8-K filed on September 12, 2013, File No. 001-05324)


(E)

Western Massachusetts Electric Company


4.1

Loan Agreement between Connecticut Development Authority and WMECO, (Pollution Control Revenue Bonds - Series A, Tax Exempt Refunding) dated as of September 1, 1993 (Exhibit 4.4.13, 1993 WMECO Form 10-K filed March 25,1994, File No. 000-07624)


4.2

Indenture between WMECO and The Bank of New York, as Trustee, dated as of September 1, 2003 (Exhibit 99.2, WMECO Current Report on Form 8-K filed October 8, 2003, File No. 000-07624)




E-4


4.2.14.1.1

Second Supplemental Indenture between WMECO and The Bank of New York, as Trustee dated as of September 1, 2004 (Exhibit 4.1, WMECO Current Report on Form 8-K filed September 27, 2004, File No. 000-07624)


4.2.2

Third Supplemental Indenture between WMECO and The Bank of New York Trust, as Trustee, dated as of August 1, 2005 (Exhibit 4.1, WMECO Current Report on Form 8-K filed August 12, 2005, File No. 000-07624)


4.2.34.1.2

Fourth Supplemental Indenture between WMECO and The Bank of New York Trust, as Trustee, dated as of August 1, 2007 (Exhibit 4.1, WMECO Current Report on Form 8-K filed August 20, 2007, File No. 000-07624)


4.2.44.1.3

Fifth Supplemental Indenture between WMECO and The Bank of New York Trust Company, N.A., as Trustee, dated as of March 1, 2010 (Exhibit 4.1, WMECO Current Report on Form 8-K filed March 10, 2010, File No. 000-07624)


4.2.54.1.4

Sixth Supplemental Indenture between WMECO and The Bank of New York Trust Company, N.A., as Trustee, dated as of September 15, 2011 (Exhibit 4.1, WMECO Current Report on Form 8-K filed September 19, 2011, File No. 000-07624)


4.2.64.1.5

Seventh Supplemental Indenture between WMECO and The Bank of New York Trust Company, N.A., as Trustee, dated as of November 1, 2013 (Exhibit 4.1, WMECO Current Report on Form 8-K filed November 21, 2013, File No. 000-07624)


4.3(F)

Eversource Energy, The Connecticut Light and Power Company,  Public Service Company of New Hampshire and Western Massachusetts Electric Company


*4.1

Amended and Restated Credit Agreement, dated July 25, 2012,October 26, 2015, by and among NU,Eversource Energy, CL&P, NSTAR Gas, NSTAR LLC, PSNH, WMECO, and Yankee Gas Services Company and the Banks named therein, pursuant to which Bank of America, N.A. serves as Administrative Agent  (Exhibit 4.1, WMECO Form 10-Q for the Quarter Ended September 30, 2012, filed November 7, 2012, File No. 001-05324)


4.3.1

First Amendment to Credit Agreement, dated September 6, 2013, by and among NU, CL&P, NSTAR Gas, NSTAR LLC, PSNH, WMECO, Yankee Gas Services Company and the Banks named therein, pursuant to which Bank of America, N.A. serves as Administrative Agent  Exhibit 4.1, WMECO Current Report on Form 8-K filed on September 12, 2013, File No. 001-05324)


10.

Material Contracts


(A)

NUEversource Energy


10.1

Lease between The Rocky River Realty Company and Northeast UtilitiesEversource Energy Service Company dated as of April 14, 1992 with respect to the Berlin, Connecticut headquarters (Exhibit 10.29.1, 1992 NUEversource Energy Form 10-K, File No. 001-05324)


10.2

Amended and Restated Indenture of Mortgage and Deed of Trust between Yankee Gas Services Company and the Bank of New York Mellon Trust company, N.A. formerly Connecticut National Bank, as Trustee, dated July 1, 1989, (Exhibit 4.7, Yankee(Composite including all amendments effective January 1, 2014) (included as Exhibit B to the Eleventh Supplemental Indenture filed as Exhibit 10, Eversource Energy System, Inc. Form 10-K10-Q for the year ended September 30, 1990,Quarter Ended March 31, 2014 filed May 2, 2014, File No. 001-10721)001-05324)


10.2.1

First Supplemental Indenture of Mortgage and Deed of Trust between Yankee Gas Services Company and The Connecticut National Bank, as Trustee, dated April 1, 1992 (Yankee Energy System, Inc. Registration Statement on Form S-3, dated October 2, 1992, File No. 33-52750


10.2.2

Sixth Supplemental Indenture of Mortgage and Deed of Trust between Yankee Gas Services Company and The Bank of New York, as Successor Trustee to Fleet Bank (formerly The Connecticut National Bank) dated January 1, 2004 (Exhibit 10.5.6, 2004 NU Form 10-K filed March 17, 2005, File No. 001-05324)


10.2.3

Seventh Supplemental Indenture of Mortgage and Deed of Trust between Yankee Gas Services Company and The Bank of New York, as Successor Trustee to Fleet Bank (formerly The Connecticut National Bank) dated November 1, 2004 (Exhibit 10.5.7, 2004 NUEversource Energy Form 10-K filed March 17, 2005, File No. 001-05324)


10.2.410.2.3

Eighth Supplemental Indenture of Mortgage and Deed of Trust between Yankee Gas Services Company and The Bank of New York, as Successor Trustee to Fleet Bank (formerly the Connecticut National Bank) dated July 1, 2005 (Exhibit 10.5.8, NUEversource Energy Form 10-Q for the Quarter Ended June 30, 2005 filed August 8, 2005, File No. 001-05324)


10.2.5

E-4


10.2.4

Ninth Supplemental Indenture of Mortgage and Deed of Trust between Yankee Gas Services Company and The Bank of New York Mellon Trust Company, N.A., successor as Trustee to The Bank of New York, as successor to Fleet National Bank (formerly known as The Connecticut National Bank) dated as of October 1, 2008 (Exhibit 10-1, NUEversource Energy Form 10-Q for the Quarter Ended September 30, 2008 filed November 10, 2008, File No. 001-05324)




E-5


10.2.610.2.5

Tenth Supplemental Indenture of Mortgage and Deed of Trust between Yankee Gas Services Company and The Bank of New York Mellon Trust Company, N.A., successor as Trustee to The Bank of New York, as successor to Fleet National Bank (formerly known as The Connecticut National Bank), dated as of April 1, 2010 (Exhibit 10, NUEversource Energy Form 10-Q for the Quarter Ended March 31, 2010 filed May 7, 2010, File No. 001-05324)


* +10.310.2.6

Northeast UtilitiesEleventh Supplemental Indenture of Mortgage and Deed of Trust between Yankee Gas Services Company and The Bank of New York Mellon Trust Company, N.A., successor as Trustee to The Bank of New York, as successor to Fleet National Bank (formerly known as The Connecticut National Bank), dated as of January 1, 2014 (Exhibit 10, Eversource Energy Form 10-Q for the Quarter Ended March 31, 2014 filed May 2, 2014, File No. 001-05324)


10.2.7

Twelfth Supplemental Indenture of Mortgage and Deed of Trust between Yankee Gas Services Company and The Bank of New York Mellon Trust Company, N.A., successor as Trustee to The Bank of New York, as successor to Fleet National Bank (formerly known as The Connecticut National Bank), dated as of September 1, 2015 (Exhibit 10, Eversource Energy Form 10-Q for the Quarter Ended September 30, 2015 filed November 6, 2015, File No. 001-05324)


*+10.3

Eversource Energy Board of Trustees' Compensation Arrangement Summary


+10.4

Amended and Restated Northeast Utilities Deferred Compensation Plan for Trustees, effective January 1, 2009 (Exhibit  10.6, NU Form 10-Q for the Quarter Ended September 30, 2008 filed November 10, 2008, File No. 001-05324)


* 10.5

Composite Transmission Service Agreement, by and between Northern Pass Transmission LLC, as Owner and H.Q. Hydro Renewable Energy, Inc., as Purchaser dated October 4, 2010 and effective February 14, 2014


(D)

NU, CL&P, PSNH and WMECO (Exhibit 10.5, 1992 Eversource Energy Form 10-K, File No. 001-05324)


*+10.5

Eversource Supplemental Executive Retirement Program effective as of January 1, 2015


*+10.6

Eversource Energy Deferred Compensation Plan for Executives effective as of January 1, 2014


(B)

Eversource Energy, The Connecticut Light and Power Company, Public Service Company of New Hampshire and Western Massachusetts Electric Company


10.1

Amended and Restated Form of Service Contract between each of NU,Eversource Energy, CL&P and WMECO and Northeast UtilitiesEversource Energy Service Company (NUSCO) dated as of January 1, 2014. (Exhibit 10.1, Eversource Energy Form 10-K filed on February 25, 2014, File No. 001-05324)


10.2

Agreements among New England Utilities with respect to the Hydro-Quebec interconnection projects (Exhibits 10(u) and 10(v); 10(w), 10(x), and 10(y), 1990 and 1988, respectively, Form 10-K of New England Electric System, File No. 001-03446)


10.3

Transmission Operating Agreement between the Initial Participating Transmission Owners, Additional Participating Transmission Owners and ISO New England, Inc. dated as of February 1, 2005 (Exhibit 10.29, 2004 NUEversource Energy Form 10-K filed March 17, 2005, File No. 001-05324)


10.3.1

Rate Design and Funds Disbursement Agreement among the Initial Participating Transmission Owners, Additional Participating Transmission Owners and ISO New England, Inc., effective June 30, 2006 (Exhibit 10.22.1, 2006 NUEversource Energy Form 10-K filed March 1, 2007, File No. 001-05324)


10.4

Northeast UtilitiesEversource Energy Service Company Transmission and Ancillary Service Wholesale Revenue Allocation Methodology among The Connecticut Light and Power Company, Western Massachusetts Electric Company, Public Service Company of New Hampshire, Holyoke Water Power Company and Holyoke Power and Electric Company Trustee dated as of January 1, 2008 (Exhibit 10.1, NUEversource Energy Form 10-Q for the Quarter Ended March 31, 2008 filed May 9, 2008, File No. 001-05324)


+10.5

Amended and Restated Employment Agreement with Gregory B. Butler, effective January 1, 2009 (Exhibit 10.7, 2008 NUEversource Energy Form 10-K filed February 27, 2009, File No. 001-05324)


+10.6

Amended and Restated Employment Agreement with David R. McHale, effective January 1, 2009 (Exhibit 10.8, 2008 NUEversource Energy Form 10-K filed February 27, 2009, File No. 001-05324)


+10.7

Amended and Restated Memorandum Agreement between Northeast UtilitiesEversource Energy and Leon J. Olivier effective January 1, 2009 (Exhibit 10.9, 2008 NUEversource Energy Form 10-K filed February 27, 2009, File No. 001-05324)


+10.8

Amended and Restated Incentive Plan Effective January 1, 2009 (Exhibit 10.3, NUEversource Energy Form 10-Q for the Quarter Ended September 30, 2008 filed November 10, 2008, File No. 001-05324)


+10.9

Amended and Restated Supplemental Executive Retirement Plan for Officers of Northeast Utilities System Company effective January 1, 2009 (Exhibit 10.5, NU Form 10-Q for the Quarter Ended September 30, 2008 filed November 10, 2008, File No. 001-05324)E-5


+10.1010.9

Trust under Supplemental Executive Retirement Plan dated May 2, 1994 (Exhibit 10.33, 2002 NUEversource Energy Form 10-K filed March 21, 2003, File No. 001-05324)


 +10.10.1+10.9.1

First Amendment to Trust Under Supplemental Executive Retirement Plan, effective as of December 10, 2002 (Exhibit 10 (B) 10.19.1, 2003 NUEversource Energy Form 10-K filed March 12, 2004, File No. 001-05324)


 +10.10.2+10.9.2

Second Amendment to Trust Under Supplemental Executive Retirement Plan , effective as of November 12, 2008 (Exhibit 10.12.2, 2008 NUEversource Energy Form 10-K filed February 27, 2009, File No. 001-05324)


+10.1110.10

Special Severance Program for Officers of NU SystemEversource Energy Companies as of January 1, 2009 (Exhibit 10.2 NU Form 10-Q for the Quarter Ended September 30, 2008 filed November 10, 2008, File No. 001-05324)




E-6


+10.12

Amended and Restated Northeast Utilities Deferred Compensation Plan for Executives effective as of January 1, 2009 (Exhibit 10.4 NUEversource Energy Form 10-Q for Quarter Ended September 30, 2008 filed November 10, 2008, File No. 001-05324)


+10.1310.11

Northeast Utilities Retention Agreement (Exhibit 10.1, NU Registration Statement on Form S-4, filed November 22, 2010, File No. 333-170754)


10.14

Northeast Utilities System'sEversource Energy's Third Amended and Restated Tax Allocation Agreement dated as of April 10, 2012, (Exhibit 10.1 NUEversource Energy Form 10-Q for Quarter Ended June 30, 2012 filed August 7, 2012, File No. 001-05324)


(C)

NUEversource Energy and CL&PThe Connecticut Light and Power Company


10.1

CL&P Agreement Re: Connecticut NEEWS Projects by and between CL&P and The United Illuminating Company dated July 14, 2010 (Exhibit 10, CL&P Form 10-Q for the Quarter Ended June 30, 2010 filed August 6, 2010, File No. 000-00404)


(C)(D)

NUEversource Energy and NSTAR Electric Company


10.1

NSTAR Electric Company Restructuring Settlement Agreement dated July 1997,

(Exhibit(Exhibit  10.12, Boston Edison 1997 Form 10-K filed March 30, 1998, File No. 001-02301)


10.2

Amended and Restated Power Purchase Agreement (NEA A PPA), dated August 19, 2004, by and between Boston Edison and Northeast Energy Associates L.P. (Exhibit 10.18, 2005 NSTAR Form 10-K filed February 21, 2006, File No. 001-14768)


10.3

Amended and Restated Power Purchase Agreement (NEA B PPA), dated August 19, 2004, by and between ComElectric and Northeast Energy Associates L. P. (Exhibit 10.19, 2005 NSTAR Form 10-K filed February 21, 2006, File No. 001-14768)


10.4

Amended and Restated Power Purchase Agreement (CECO 1 PPA), dated August 19, 2004 by and between ComElectric and Northeast Energy Associates L. P. (Exhibit 10.20, 2005 NSTAR Form 10-K filed February 21, 2006, File No.001-14768)No.001-14768)


10.5

Amended and Restated Power Purchase Agreement (CECO 2 PPA), dated August 19, 2004 by and between ComElectric and Northeast Energy Associates L. P. (Exhibit 10.21, 2005 NSTAR Form 10-K filed February 21, 2006, File No. 001-14768)


10.6

The Bellingham Execution Agreement, dated August 19, 2004 between Boston Edison, ComElectric and Northeast Energy Associates L. P. (Exhibit 10.22, 2005 NSTAR Form 10-K filed February 21, 2006, File No. 001-14768)


10.7

Second Restated NEPOOL Agreement among NSTAR Electric and various other electric utilities operating in New England, dated August 16, 2004 (Exhibit 10.2.1.1, 2005 NSTAR Form 10-K filed February 21, 2006, File No. 001-14768)


10.8

Transmission Operating Agreement among NSTAR Electric and various electric transmission providers in New England and ISO New England Inc., dated February 1, 2005 (Exhibit 10.2.1.2, 2005 NSTAR Form 10-K filed February 21, 2006, File No. 001-14768)


10.9

Market Participants Service Agreement among NSTAR Electric and various other electric utilities operating in New England, NEPOOL and ISO New England Inc., dated February 1, 2005 (Exhibit 10.2.1.3, 2005 NSTAR Form 10-K filed February 21, 2006, File No. 001-14768)


10.10

Rate Design and Funds Disbursement Agreement among NSTAR Electric and various other electric transmission providers in New England, dated February 1, 2005 (Exhibit 10.2.1.4, 2005 NSTAR Form 10-K filed February 21, 2006, File No. 001-14768)


10.11

Participants Agreement among NSTAR Electric, various electric utilities operating in New England, NEPOOL and ISO-New England, Inc., dated February 1, 2005.2005 (Exhibit 10.2.1.4, 2006 NSTAR Form 10-K filed February 16, 2007, File No. 001-14768)


+10.12

NSTAR Excess Benefit Plan, effective August  25, 1999 (Exhibit 10.1 1999 NSTAR Form 10-K/A filed September 29, 2000, File No. 001-14768)


+10.12.1

NSTAR Excess Benefit Plan, incorporating the NSTAR 409A Excess Benefit Plan, as amended and restated effective January 1, 2008, dated December 24, 2008 (Exhibit 10.1.1 2008 NSTAR Form 10-K filed February 9, 2009, File No. 001-14768)




E-7


+10.13

NSTAR Supplemental Executive Retirement Plan, effective August 25, 1999 (Exhibit 10.2,1999 NSTAR Form 10-K/A filed September 29, 2000, File No. 001-14768)


+10.13.1

NSTAR Supplemental Executive Retirement Plan, incorporating the NSTAR 409A Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2008, dated December 24, 2008 (Exhibit 10.2.1, 2008 NSTAR Form 10-K filed February 9, 2009, File No. 001-14768)


+10.14

Special Supplemental Executive Retirement Agreement between Boston Edison Company and Thomas J. May dated March 13, 1999, regarding Key Executive Benefit Plan and Supplemental Executive Retirement Plan (Exhibit 10.3, 1999 NSTAR Form 10-K/A filed September 9, 2000, File No. 001-14768)




E-6


+10.1510.14

Amended and Restated Change in Control Agreement by and between NSTAR and Thomas J. May dated November 15, 2007 (Exhibit 10.5, 2007 NSTAR Form 10-K filed February 11, 2008, File No. 001-14768)


+10.1610.15

NSTAR Deferred Compensation Plan, (Restated Effective August 25, 1999) (Exhibit 10.10, 1999 NSTAR Form 10-K/A filed September 29, 2000, File No. 001-14768)


+10.16.1

NSTAR Deferred Compensation Plan, incorporating the NSTAR 409A Deferred Compensation Plan, as amended and restated effective January 1, 2008, dated December 24, 2008 (Exhibit 10.6.1, 2008 NSTAR Form 10-K filed February 9, 2009, File No. 001-14768)


+10.17

NSTAR 1997 Share2007 Long Term Incentive Plan, as amended June 30, 1999 and assumed by NSTAR effective August 28, 2000, as amended January 24, 2002May 3, 2007 (Exhibit 10.1, NU10.2, Eversource Energy Registration Statement on Form S-8 filed on May 8, 2012)


+10.18

NSTAR 2007 Long Term Incentive Plan, effective May 3, 2007 (Exhibit 10.2, NU Registration Statement on Form S-8 filed on May 8, 2012)


+10.18.110.15.1

Deferred Common Share/Dividend Equivalent Award, Stock Option Grant, Option Certificate and Performance Share Award/Dividend Equivalent Award Agreement Under the NSTAR 2007 Long Term Incentive Plan, by and between NSTAR and Thomas J. May, dated January 24, 2008 (Exhibit 10.8.1, 2007 NSTAR Form 10-K filed February 11, 2008, File No. 001-14768)


+10.18.210.15.2

Deferred Common Share/Dividend Equivalent Award, Stock Option Grant, Option Certificate and Performance Share Award/Dividend Equivalent Award Agreement Under the NSTAR 2007 Long Term Incentive Plan, by and between NSTAR and James J. Judge, dated January 24, 2008 (Exhibit 10.8.2, 2007 NSTAR Form 10-K filed February 11, 2008, File No. 001-14768)


+10.18.310.15.3

Deferred Common Share/Dividend Equivalent Award, Stock Option Grant, Option Certificate and Performance Share Award/Dividend Equivalent Award Agreement Under the NSTAR 2007 Long Term Incentive Plan by and between NSTAR and NSTAR’s other Senior Vice Presidents and Vice Presidents, dated January 24, 2008 (in form) (Exhibit 10.8.6, 2007 NSTAR Form 10-K filed February 11, 2008, File No. 001-14768)


+10.1910.16

Amended and Restated Change in Control Agreement by and between James J. Judge and NSTAR, dated November 15, 2007 (Exhibit 10.9, 2007 NSTAR Form 10-K filed February 11, 2008, File No. 001-14768)


+10.20

NSTAR Trustees’ Deferred Plan (Restated Effective August 25, 1999), dated October 20, 2000 (Exhibit 10.4, NSTAR Form 10-Q for the quarter ended September 30, 2000 filed November 14, 2000, File No. 001-14768)


10.20.1

NSTAR Trustees’ Deferred Plan, incorporating the 409A Trustees’ Deferred Plan, effective January 1, 2008, dated December 24, 2008 (Exhibit 10.10.1, 2008 NSTAR Form 10-K filed February 9, 2009, File No. 001-14768)


+10.2110.17

Master Trust Agreement between NSTAR and State Street Bank and Trust Company (Rabbi Trust), effective August 25, 1999 (Exhibit 10.5, NSTAR Form 10-Q for the Quarter Ended September 30, 2000 filed November 14, 2000, File No. 001-14768)


+10.2210.18

Amended and Restated Change in Control Agreement by and between NSTAR’s other Senior Vice Presidents and NSTAR (in form), dated November 15, 2007 (Exhibit 10.15, 2007 NSTAR Form 10-K filed February 11, 2008, File No. 001-14768)


+10.2310.19

Amended and Restated Change in Control Agreement between NSTAR’s Vice Presidents and NSTAR (in form), dated November 15, 2007 (Exhibit 10.16, 2007 NSTAR Form 10-K filed February 11, 2008, File No. 001-14768)


+10.2410.20

Currently effective Change in Control Agreement between NSTAR’s Vice Presidents and NSTAR (in form) (Exhibit 10.17, 2009 NSTAR Form 10-K filed February 25, 2010, File No. 001-14768)




E-8


+10.25

Executive Retention Award Agreement, dated November 19, 2010, by and between NSTAR and James J. Judge (Exhibit 99.2, NSTAR Current Report on Form 8-K filed November 22, 2010, File No. 001-14768)


10.2610.21

MDTE Order approving Rate Settlement Agreement dated December 31, 2005 (Exhibit 99.2, NSTAR Current Report on Form 8-K filed January 4, 2006, File No. 001-14768)


(E)

Eversource Energy and Public Service Company of New Hampshire


(D)10.1

NU2015 Public Service Company of New Hampshire Restructuring and WMECORate Stabilization Agreement, dated as of June 10, 2015, by and among Eversource, PNSH, the Office of Energy and Planning, Designated Advocate Staff of the New Hampshire Public Utilities Commission, the Office of Consumer Advocate, New Hampshire District 3 Senator Jeb Bradley, New Hampshire District 15 Senator Dan Feltes, the City of Berlin, New Hampshire (subject to ratification by the Berlin City Council), Local No. 1837 of the International Brotherhood of Electrical Workers, the Conservation Law Foundation, the Retail Energy Supply Association, TransCanada Power Marketing Ltd., TransCanada Hydro Northeast Inc., New England Power Generators Association, Inc., and the New Hampshire Sustainable Energy Association d/b/a NH CleanTech Council.  (Exhibit 99.1, PSNH Current Report on Form 8-K filed June 11, 2015, File No. 001-06392)


*10.1.1

Amendment to the 2015 Public Service Company of New Hampshire Restructuring and Rate Stabilization Agreement dated January 26, 2016


(F)

Eversource Energy and Western Massachusetts Electric Company


10.1

Lease and Agreement by and between WMECO and Bank of New England, N.A., with BNE Realty Leasing Corporation of North Carolina dated as of December 15, 1988 (Exhibit 10.63, 1988 NUEversource Energy Form 10-K, File No. 001-05324)




E-7


*12.

Ratio of Earnings to Fixed Charges


(A)

Northeast UtilitiesEversource Energy


(B)

The Connecticut Light and Power Company


(C)

NSTAR Electric Company


(D)

Public Service Company of New Hampshire


(E)

Western Massachusetts Electric Company


*21.

Subsidiaries of the Registrant


*23.

Consents of Independent Registered Public Accounting Firms


23.1

Deloitte & Touche LLP


23.2

PricewaterhouseCoopers LLPFirm


*31.

Rule 13a – 14(a)/15 d – 14(a) Certifications


(A)

Northeast UtilitiesEversource Energy


31

Certification of Thomas J. May, Chairman, President and Chief Executive Officer of NUEversource Energy required by Rule 13a – 14(a)13a-14(a)/15d – 14(a)15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 25, 201426, 2016


31.1

Certification of James J. Judge, Executive Vice President and Chief Financial Officer of NUEversource Energy required by Rule 13a – 14(a)13a-14(a)/15d – 14(a)15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 25, 201426, 2016


(B)

The Connecticut Light and Power Company


31

Certification of LeonThomas J. Olivier, Chief Executive OfficerMay, Chairman of CL&P required by Rule 13a – 14(a)13a-14(a)/15d – 14(a)15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 25, 201426, 2016


31.1

Certification of James J. Judge, Executive Vice President and Chief Financial Officer of CL&P required by Rule 13a – 14(a)13a-14(a)/15d – 14(a)15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 25, 201426, 2016


(C)

NSTAR Electric Company


31

Certification of LeonThomas J. Olivier, Chief Executive OfficerMay, Chairman of NSTAR Electric Company, required by Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 25, 201426, 2016


31.1

Certification of James J. Judge, Executive Vice President and Chief Financial Officer of NSTAR Electric Company, required by Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 25, 201326, 2016




E-9


(D)

Public Service Company of New Hampshire


31

Certification of LeonThomas J. Olivier, Chief Executive OfficerMay, Chairman of PSNH required by Rule 13a – 14(a)13a-14(a)/15d – 14(a)15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 25, 201426, 2016


31.1

Certification of James J. Judge, Executive Vice President and Chief Financial Officer of PSNH required by Rule 13a – 14(a)13a-14(a)/15d – 14(a)15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 25, 201426, 2016


(E)

Western Massachusetts Electric Company


31

Certification of LeonThomas J. Olivier, Chief Executive OfficerMay, Chairman of WMECO required by Rule 13a – 14(a)13a-14(a)/15d – 14(a)15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 25, 201426, 2016


31.1

Certification of James J. Judge, Executive Vice President and Chief Financial Officer of WMECO required by Rule 13a – 14(a)13a-14(a)/15d – 14(a)15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated February 25, 201426, 2016




E-8


*32

18 U.S.C. Section 1350 Certifications


(A)

Northeast UtilitiesEversource Energy


32

Certification of Thomas J. May, Chairman, President and Chief Executive Officer of Northeast UtilitiesEversource Energy and James J. Judge, Executive Vice President and Chief Financial Officer of Northeast Utilities,Eversource Energy, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February 25, 201426, 2016


(B)

The Connecticut Light and Power Company


32

Certification of LeonThomas J. Olivier, Chief Executive OfficerMay, Chairman of The Connecticut Light and Power Company and James J. Judge, Executive Vice President and Chief Financial Officer of The Connecticut Light and Power Company, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February 25, 201426, 2016


(C)

NSTAR Electric Company


32

Certification of LeonThomas J. Olivier, Chief Executive OfficerMay, Chairman of NSTAR Electric Company and James J. Judge, Executive Vice President and Chief Financial Officer of NSTAR Electric Company, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February 25, 201426, 2016


(D)

Public Service Company of New Hampshire


32

Certification of LeonThomas J. Olivier, Chief Executive OfficerMay, Chairman of Public Service Company of New Hampshire and James J. Judge, Executive Vice President and Chief Financial Officer of Public Service Company of New Hampshire, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February 25, 201426, 2016


(E)

Western Massachusetts Electric Company


32

Certification of LeonThomas J. Olivier, Chief Executive OfficerMay, Chairman of Western Massachusetts Electric Company and David R. McHale,James J. Judge, Executive Vice President and Chief Financial Officer of Western Massachusetts Electric Company, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated February 25, 201426, 2016


*101.INS

XBRL Instance Document


*101.SCH

XBRL Taxonomy Extension Schema


*101.CAL

XBRL Taxonomy Extension Calculation


*101.DEF

XBRL Taxonomy Extension Definition


*101.LAB

XBRL Taxonomy Extension Labels


*101.PRE

XBRL Taxonomy Extension Presentation




E-10E-9