Table of Contents

 


[september302013form10qedg002.gif]


UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


[X]x

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

For the Quarterly Period Ended March 31, 2014 

OR

o

For the Quarterly Period EndedSeptember 30, 2013

OR     

[  ]

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

For the transition period from ____________ to ____________


For the transition period from                           to                          

Commission
File Number

Registrant; State of Incorporation;
Address; and Telephone Number

I.R.S. Employer
Identification No.

1-5324

NORTHEAST UTILITIES

(a Massachusetts voluntary association)
One Federal Street
Building 111-4
Springfield, Massachusetts 01105
Telephone: (413) 785-5871

04-2147929


04-2147929

0-00404

0-00404

THE CONNECTICUT LIGHT AND POWER COMPANY
(a Connecticut corporation)
107 Selden Street
Berlin, Connecticut 06037-1616
Telephone: (860) 665-5000

06-0303850


06-0303850

1-02301

1-02301

NSTAR ELECTRIC COMPANY
(a Massachusetts corporation)
800 Boylston Street
Boston, Massachusetts 02199
Telephone: (617) 424-2000

04-1278810


04-1278810

1-6392

1-6392

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE

(a (a New Hampshire corporation)
Energy Park
780 North Commercial Street
Manchester, New Hampshire 03101-1134
Telephone: (603) 669-4000

02-0181050


02-0181050

0-7624

0-7624

WESTERN MASSACHUSETTS ELECTRIC COMPANY
(a Massachusetts corporation)
One Federal Street
Building 111-4
Springfield, Massachusetts 01105
Telephone: (413) 785-5871

04-1961130










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


 

Yes

No

 

 

x

 

ü

o


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

 

 

x

 

ü

o


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


Large
Accelerated Filer

Accelerated
Filer

Non-accelerated
Filer

Northeast Utilities

ü

x

 

o

 

o

The Connecticut Light and Power Company

 

o

 

o

ü

x

NSTAR Electric Company

 

o

 

o

ü

x

Public Service Company of New Hampshire

 

o

 

o

ü

x

Western Massachusetts Electric Company

 

o

 

o

ü

x


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


Yes

No

 

Yes

No

 

 

 

Northeast Utilities

 

üo

x

The Connecticut Light and Power Company

 

üo

x

NSTAR Electric Company

 

üo

x

Public Service Company of New Hampshire

 

üo

x

Western Massachusetts Electric Company

 

üo

x


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


Company - Class of Stock

Outstanding as of October 31, 2013April 30, 2014

Northeast Utilities
Common shares, $5.00 par value

315,094,075

315,985,270 shares

 

 

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

6,035,205 shares

 

 

NSTAR Electric Company
Common stock, $1.00 par value

100 shares

 

 

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

301 shares

 

 

Western Massachusetts Electric Company
Common stock, $25.00 par value

434,653 shares


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


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




Table of Contents




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:

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

CURRENT OR FORMER NU COMPANIES, SEGMENTS OR INVESTMENTS:

CL&P

 

CL&P

The Connecticut Light and Power Company

CYAPC

Connecticut Yankee Atomic Power Company

Hopkinton

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

HWP

HWP Company, formerly the Holyoke Water Power Company

MYAPC

Maine Yankee Atomic Power Company

NGS

Northeast Generation Services Company and subsidiaries

NPT

Northern Pass Transmission LLC

NSTAR

Parent Company of NSTAR Electric, NSTAR Gas and other subsidiaries (prior to the merger with NU); also the term used for NSTAR LLC and its subsidiaries

NSTAR Electric

NSTAR Electric Company

NSTAR Electric & Gas

NSTAR Electric & Gas Corporation, a former Northeast Utilities service company (effective January 1, 2014 merged into NUSCO)

NSTAR Gas

NSTAR Gas Company

NSTAR LLCNU Enterprises

Post-merger parent company of NSTAR Electric, NSTAR Gas and other subsidiaries, and successor to NSTAR

NU Enterprises

NU Enterprises, Inc., the parent company of NGS, Select Energy, NGS, NGS Mechanical, Select Energy Contracting, Inc. and, E.S. Boulos Company 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, NSTAR LLC, NSTAR Electric & Gas, NUSCO and other subsidiaries, includingwhich primarily include NU Enterprises, NSTAR Communications, Inc., HWP, RRR (a real estate subsidiary), the non-energy-related subsidiaries of Yankee (Yankee Energy Services Company and Yankee Energy Financial Services Company), and the consolidated operations of CYAPC and YAEC

NUSCO

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

NUTV

NU Transmission Ventures, Inc., the parent company of NPT and Renewable Properties, Inc.

PSNH

Public Service Company of New Hampshire

Regulated companies

NU's

NU’s Regulated companies, comprised of the electric distribution and transmission businesses of CL&P, NSTAR Electric, PSNH, and WMECO, the natural gas distribution businesses of Yankee Gas and NSTAR Gas, the generation activities of PSNH and WMECO, and NPT

RRR

The Rocky River Realty Company

Select Energy

Select Energy, Inc.

WMECO

Western Massachusetts Electric Company

YAEC

Yankee Atomic Electric Company

Yankee

Yankee Energy System, Inc.

Yankee Companies

CYAPC, YAEC and MYAPC

Yankee Gas

Yankee Gas Services Company

REGULATORS:

 

DEEP

Connecticut Department of Energy and Environmental Protection

DOE

U.S. Department of Energy

DOER

Massachusetts Department of Energy Resources

DPU

Massachusetts Department of Public Utilities

EPA

U.S. Environmental Protection Agency

FERC

Federal Energy Regulatory Commission

ISO-NE

ISO New England, Inc., the New England Independent System Operator

MA DEP

 

Massachusetts Department of Environmental Protection

NHPUC

New Hampshire Public Utilities Commission

PURA

Connecticut Public Utilities Regulatory Authority

SEC

U.S. Securities and Exchange Commission

SJC

Supreme Judicial Court of Massachusetts

OTHER:

AFUDC

 

Allowance For Funds Used During Construction

AOCI

Accumulated Other Comprehensive Income/(Loss)

ARO

Asset Retirement Obligation

C&LM

 

Conservation and Load Management

CfD

Contract for Differences

Clean Air Project

The construction of a wet flue gas desulphurization system, known as "scrubber“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 work in progress

EPS

 

Earnings Per Share

ERISA

Employee Retirement Income Security Act of 1974

ES

 

Default Energy Service

ESOP

Employee Stock Ownership Plan

ESPP

Employee Share Purchase Plan

FERC ALJ

FERC Administrative Law Judge

Fitch

Fitch Ratings

FMCC

 

Federally Mandated Congestion Charge

FTR

 

Financial Transmission Rights

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Table of Contents

GAAP

 

Accounting principles generally accepted in the United States of America

GSC

 

Generation Service Charge

GSRP

Greater Springfield Reliability Project

GWh

 

Gigawatt-Hours

HG&E

 

Holyoke Gas and Electric, a municipal department of the City of Holyoke, MA

HQ

Hydro-Québec, a corporation wholly owned by the Québec government, including its divisions that produce, transmit and distribute electricity in Québec, Canada

HVDC

High voltage direct current

Hydro Renewable Energy

Hydro Renewable Energy, Inc., a wholly owned subsidiary of Hydro-Québec

IPP

Independent Power Producers

ISO-NE Tariff

ISO-NE FERC Transmission, Markets and Services Tariff

kV

 

Kilovolt

kW

Kilowatt (equal to one thousand watts)

kWh

Kilowatt-Hours (the basic unit of electricity energy equal to one kilowatt of power supplied for one hour)

LNG

Liquefied natural gas

LOC

 

Letter of Credit

LRS

Supplier of last resort service

MGP

 

Manufactured Gas Plant

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'sMoody’s

Moody's

Moody’s Investors Services, Inc.

MW

 

Megawatt

MWh

 

Megawatt-Hours

NEEWS

 

New England East-West Solution

Northern Pass

The high voltage direct current transmission line project from Canada into New Hampshire

NU Money PoolNOx

Northeast Utilities Money Pool

Nitrogen oxide

NU supplemental benefit trust 2013 Form 10-K

The NU Trust Under Supplemental Executive Retirement Plan 

NU 2012 Form 10-K

The Northeast Utilities and Subsidiaries 20122013 combined Annual Report on Form 10-K as filed with the SEC

PAM

Pension and PBOP Rate Adjustment Mechanism

PBOP

 

Postretirement Benefits Other Than Pension

PBOP Plan

Postretirement Benefits Other Than Pension Plan that provides certain retiree health care benefits, primarily medical and dental, and life insurance benefits

PCRBs

 

Pollution Control Revenue Bonds

Pension Plan

Single uniform noncontributory defined benefit retirement plan

PPA

Pension Protection Act

RECs

Renewable Energy Certificates

Regulatory ROE

 

The average cost of capital method for calculating the return on equity related to the distribution and generation business segment excluding the wholesale transmission segment

ROE

 

Return on Equity

RRB

 

Rate Reduction Bond or Rate Reduction Certificate

RSUs

 

Restricted share units

S&P

Standard & Poor'sPoor’s Financial Services LLC

SBC

 

Systems Benefits Charge

SCRC

Stranded Cost Recovery Charge

SERP

 

Supplemental Executive Retirement Plan Plans and non-qualified defined benefit retirement plans

Settlement Agreements

The comprehensive settlement agreements reached by NU and NSTAR with the Massachusetts Attorney General and the DOER on February 15, 2012 related to the merger of NU and NSTAR (Massachusetts settlement agreements) and the comprehensive settlement agreement reached by NU and NSTAR with both the Connecticut Attorney General and the Connecticut Office of Consumer Counsel on March 13, 2012 related to the merger of NU and NSTAR (Connecticut settlement agreement).

SIP

Simplified Incentive Plan

SO2

Sulfur dioxide

SS

Standard service

TCAM

 

Transmission Cost Adjustment Mechanism

TSA

Transmission Service Agreement

UI

 

The United Illuminating Company

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ii



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

TABLE OF CONTENTS


Page

 

 

PART I - FINANCIAL INFORMATION

 

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

Northeast Utilities and Subsidiaries (Unaudited)

Condensed Consolidated Balance Sheets — March 31, 2014 and December 31, 2013

1

Condensed Consolidated Statements of Income — Three Months Ended March 31, 2014 and 2013

3

Condensed Consolidated Statements of Comprehensive Income — Three Months Ended March 31, 2014 and 2013

3

Condensed Consolidated Statements of Cash Flows — Three Months Ended March 31, 2014 and 2013

4

The Connecticut Light and Power Company (Unaudited)

 

 

 

Northeast Utilities and Subsidiaries (Unaudited)

Condensed Consolidated Balance Sheets – September 30, 2013— March 31, 2014 and December 31, 20122013

1

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

3

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

3

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

4

The Connecticut Light and Power Company (Unaudited)

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

5

 

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

7

 

Condensed Statements of Comprehensive Income Three and Nine Months Ended September 30,March 31, 2014 and 2013 and 2012

7

 

 

Condensed Statements of Cash Flows – NineComprehensive Income — Three Months Ended September 30,March 31, 2014 and 2013 and 2012

8

NSTAR Electric Company and Subsidiary (Unaudited)

7

 

 

Condensed Statements of Cash Flows — Three Months Ended March 31, 2014 and 2013

8

NSTAR Electric Company and Subsidiary (Unaudited)

Condensed Consolidated Balance Sheets – September 30, 2013— March 31, 2014 and December 31, 20122013

9

 

 

Condensed Consolidated Statements of Income Three and Nine Months Ended September 30,March 31, 2014 and 2013 and 2012

11

 

 

Condensed Consolidated Statements of Cash Flows – Nine— Three Months Ended September 30,March 31, 2014 and 2013 and 2012

12

 

 

Public Service Company of New Hampshire and Subsidiary (Unaudited)

 

 

Condensed Consolidated Balance Sheets – September 30, 2013— March 31, 2014 and December 31, 20122013

13

 

Condensed Consolidated Statements of Income Three and Nine Months Ended September 30,March 31, 2014 and 2013 and 2012

15

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

15

 

 

Condensed Consolidated Statements of Comprehensive Income — Three Months Ended March 31, 2014 and 2013

15

Condensed Consolidated Statements of Cash Flows – Nine— Three Months Ended September 30,March 31, 2014 and 2013 and 2012

16

 

Western Massachusetts Electric Company (Unaudited)

 

 

Condensed Balance Sheets – September 30, 2013— March 31, 2014 and December 31, 20122013

17

 

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

19

 

Condensed Statements of Comprehensive Income Three and Nine Months Ended September 30,March 31, 2014 and 2013 and 2012

19

 

 

Condensed Statements of Cash Flows – NineComprehensive Income — Three Months Ended September 30,March 31, 2014 and 2013 and 2012

20

Combined Notes to Condensed Financial Statements (Unaudited)

21




iii






Page19

 

 

Condensed Statements of Cash Flows — Three Months Ended March 31, 2014 and 2013

20

Combined Notes to Condensed Consolidated Financial Statements (Unaudited)

21

iii



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Page

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

 

 

Northeast Utilities and Subsidiaries

4138

 

 

The Connecticut Light and Power Company

49

NSTAR Electric Company and Subsidiary

51

Public Service Company of New Hampshire and Subsidiary

53

Western Massachusetts Electric Company

55

ITEM 3 — Quantitative and Qualitative Disclosures About Market Risk

57

 

 

NSTAR Electric CompanyITEM 4 — Controls and SubsidiaryProcedures

6057

 

 

Public Service Company of New Hampshire and Subsidiary

63

Western Massachusetts Electric Company

65

ITEM 3 – Quantitative and Qualitative Disclosures About Market Risk

67

ITEM 4 – Controls and Procedures

67

PART II OTHER INFORMATION

 

 

 

ITEM 1 Legal Proceedings

6858

 

 

ITEM 1A Risk Factors

6858

 

 

ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds

6858

 

 

ITEM 6 — Exhibits – Exhibits

6959

 

 

SIGNATURES

71

61



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This Page Intentionally Left Blank


v




Table of Contents

v


NORTHEAST UTILITIES AND SUBSIDIARIES


CONDENSED CONSOLIDATED BALANCE SHEETS




NORTHEAST UTILITIES AND SUBSIDIARIES

 

 

 

 

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

(Thousands of Dollars)

2013 

 

2012 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash and Cash Equivalents

$

 57,941 

 

$

 45,748 

 

Receivables, Net

 

 784,498 

 

 

 792,822 

 

Unbilled Revenues

 

 174,097 

 

 

 216,040 

 

Fuel, Materials and Supplies

 

 304,698 

 

 

 267,713 

 

Regulatory Assets

 

 474,198 

 

 

 705,025 

 

Prepayments and Other Current Assets

 

 222,700 

 

 

 199,947 

Total Current Assets

 

 2,018,132 

 

 

 2,227,295 

 

 

 

 

 

 

 

Property, Plant and Equipment, Net

 

 17,187,896 

 

 

 16,605,010 

 

 

 

 

 

 

 

Deferred Debits and Other Assets:

 

 

 

 

 

 

Regulatory Assets

 

 4,882,381 

 

 

 5,132,411 

 

Goodwill

 

 3,519,401 

 

 

 3,519,401 

 

Marketable Securities

 

 468,094 

 

 

 400,329 

 

Derivative Assets

 

 88,887 

 

 

 90,612 

 

Other Long-Term Assets

 

 279,527 

 

 

 327,766 

Total Deferred Debits and Other Assets

 

 9,238,290 

 

 

 9,470,519 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

$

 28,444,318 

 

$

 28,302,824 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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



























































































(Unaudited)

1

 

 

March 31,

 

December 31,

 

(Thousands of Dollars)

 

2014

 

2013

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and Cash Equivalents

 

$

89,150

 

$

43,364

 

Receivables, Net

 

980,033

 

765,391

 

Unbilled Revenues

 

202,867

 

224,982

 

Fuel, Materials and Supplies

 

228,192

 

303,233

 

Regulatory Assets

 

573,028

 

535,791

 

Prepayments and Other Current Assets

 

292,539

 

214,288

 

Total Current Assets

 

2,365,809

 

2,087,049

 

 

 

 

 

 

 

Property, Plant and Equipment, Net

 

17,713,027

 

17,576,186

 

 

 

 

 

 

 

Deferred Debits and Other Assets:

 

 

 

 

 

Regulatory Assets

 

3,486,645

 

3,758,694

 

Goodwill

 

3,519,401

 

3,519,401

 

Marketable Securities

 

507,931

 

488,515

 

Other Long-Term Assets

 

504,057

 

365,692

 

Total Deferred Debits and Other Assets

 

8,018,034

 

8,132,302

 

 

 

 

 

 

 

Total Assets

 

$

28,096,870

 

$

27,795,537

 


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


1



NORTHEAST UTILITIES AND SUBSIDIARIES

 

 

 

 

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

(Thousands of Dollars)

2013 

 

2012 

 

 

 

 

 

 

 

 

LIABILITIES AND CAPITALIZATION

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Notes Payable

$

 1,343,000 

 

$

 1,120,196 

 

Long-Term Debt - Current Portion

 

 608,346 

 

 

 763,338 

 

Accounts Payable

 

 554,010 

 

 

 764,350 

 

Regulatory Liabilities

 

 224,416 

 

 

 134,115 

 

Other Current Liabilities

 

 648,658 

 

 

 861,691 

Total Current Liabilities

 

 3,378,430 

 

 

 3,643,690 

 

 

 

 

 

 

 

 

Rate Reduction Bonds

 

 - 

 

 

 82,139 

 

 

 

 

 

 

 

 

Deferred Credits and Other Liabilities:

 

 

 

 

 

  

Accumulated Deferred Income Taxes

 

 3,954,246 

 

 

 3,463,347 

 

Regulatory Liabilities

 

 520,732 

 

 

 540,162 

 

Derivative Liabilities

 

 766,804 

 

 

 882,654 

 

Accrued Pension, SERP and PBOP

 

 1,808,896 

 

 

 2,130,497 

 

Other Long-Term Liabilities

 

 897,997 

 

 

 967,561 

Total Deferred Credits and Other Liabilities

 

 7,948,675 

 

 

 7,984,221 

 

 

 

 

 

 

 

 

Capitalization:

 

 

 

 

 

 

Long-Term Debt

 

 7,444,192 

 

 

 7,200,156 

 

 

 

 

 

 

 

 

 

Noncontrolling Interest - Preferred Stock of Subsidiaries

 

 155,568 

 

 

 155,568 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

  Common Shareholders' Equity:

 

 

 

 

 

 

 

Common Shares

 

 1,665,098 

 

 

 1,662,547 

 

  

Capital Surplus, Paid In

 

 6,185,805 

 

 

 6,183,267 

 

 

Retained Earnings

 

 2,064,401 

 

 

 1,802,714 

 

 

Accumulated Other Comprehensive Loss

 

 (67,387)

 

 

 (72,854)

 

 

Treasury Stock

 

 (330,464)

 

 

 (338,624)

 

Common Shareholders' Equity

 

 9,517,453 

 

 

 9,237,050 

Total Capitalization

 

 17,117,213 

 

 

 16,592,774 

 

 

 

 

 

 

 

 

Total Liabilities and Capitalization

$

 28,444,318 

 

$

 28,302,824 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 



























































































Table of Contents

2




NORTHEAST UTILITIES AND SUBSIDIARIES

 

 

 

 

 

 

 

 

 

 

 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended September 30,

 

For the Nine Months Ended September 30,

(Thousands of Dollars, Except Share Information)

2013 

 

2012 

 

2013 

 

2012 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

$

 1,892,590 

 

$

 1,861,529 

 

$

 5,523,475 

 

$

 4,589,835 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Purchased Power, Fuel and Transmission

 

 645,881 

 

 

 602,751 

 

 

 1,881,992 

 

 

 1,540,110 

 

Operations and Maintenance

 

 386,700 

 

 

 395,531 

 

 

 1,089,960 

 

 

 1,187,471 

 

Depreciation

 

 149,105 

 

 

 144,475 

 

 

 463,635 

 

 

 369,798 

 

Amortization of Regulatory Assets, Net

 

 70,046 

 

 

 43,835 

 

 

 178,668 

 

 

 74,851 

 

Amortization of Rate Reduction Bonds

 

 - 

 

 

 43,044 

 

 

 42,581 

 

 

 102,144 

 

Energy Efficiency Programs

 

 106,097 

 

 

 98,326 

 

 

 306,010 

 

 

 209,089 

 

Taxes Other Than Income Taxes

 

 135,499 

 

 

 120,662 

 

 

 391,846 

 

 

 319,559 

 

 

 

Total Operating Expenses

 

 1,493,328 

 

 

 1,448,624 

 

 

 4,354,692 

 

 

 3,803,022 

Operating Income

 

 399,262 

 

 

 412,905 

 

 

 1,168,783 

 

 

 786,813 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense:

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Long-Term Debt

 

 84,911 

 

 

 86,459 

 

 

 256,205 

 

 

 233,352 

 

Interest on Rate Reduction Bonds

 

 - 

 

 

 1,681 

 

 

 422 

 

 

 5,168 

 

Other Interest

 

 2,565 

 

 

 2,221 

 

 

 (6,044)

 

 

 7,336 

 

 

Interest Expense

 

 87,476 

 

 

 90,361 

 

 

 250,583 

 

 

 245,856 

Other Income, Net

 

 8,945 

 

 

 4,324 

 

 

 21,655 

 

 

 14,904 

Income Before Income Tax Expense

 

 320,731 

 

 

 326,868 

 

 

 939,855 

 

 

 555,861 

Income Tax Expense

 

 109,351 

 

 

 117,360 

 

 

 325,442 

 

 

 199,379 

Net Income

 

 211,380 

 

 

 209,508 

 

 

 614,413 

 

 

 356,482 

Net Income Attributable to Noncontrolling Interests

 

 1,879 

 

 

 1,880 

 

 

 5,803 

 

 

 5,253 

Net Income Attributable to Controlling Interest

$

 209,501 

 

$

 207,628 

 

$

 608,610 

 

$

 351,229 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic Earnings Per Common Share

$

 0.66 

 

$

 0.66 

 

$

 1.93 

 

$

 1.33 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted Earnings Per Common Share

$

 0.66 

 

$

 0.66 

 

$

 1.93 

 

$

 1.32 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends Declared Per Common Share

$

 0.37 

 

$

 0.34 

 

$

 1.10 

 

$

 0.97 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Common Shares Outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 315,291,346 

 

 

 314,806,441 

 

 

 315,191,752 

 

 

 264,636,636 

 

Diluted

 

 316,218,239 

 

 

 315,805,796 

 

 

 316,061,131 

 

 

 265,353,377 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

$

 211,380 

 

$

 209,508 

 

$

 614,413 

 

$

 356,482 

Other Comprehensive Income, Net of Tax:

 

 

 

 

 

 

 

 

 

 

 

 

Qualified Cash Flow Hedging Instruments

 

 509 

 

 

 516 

 

 

 1,539 

 

 

 1,455 

 

Changes in Unrealized Gains/(Losses) on

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Securities

 

 (38)

 

 

 217 

 

 

 (810)

 

 

 411 

 

Changes in Funded Status of Pension, SERP

 

 

 

 

 

 

 

 

 

 

 

 

 

and PBOP Benefit Plans

 

 1,611 

 

 

 1,445 

 

 

 4,738 

 

 

 4,611 

Other Comprehensive Income, Net of Tax

 

 2,082 

 

 

 2,178 

 

 

 5,467 

 

 

 6,477 

Comprehensive Income Attributable to Noncontrolling

 

 

 

 

 

 

 

 

 

 

 

 

Interests

 

 (1,879)

 

 

 (1,880)

 

 

 (5,803)

 

 

 (5,253)

Comprehensive Income Attributable to Controlling Interest

$

 211,583 

 

$

 209,806 

 

$

 614,077 

 

$

 357,706 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 



























































































3




NORTHEAST UTILITIES AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Nine Months Ended September 30,

(Thousands of Dollars)

2013 

 

2012 

 

 

 

 

 

 

 

 

Operating Activities:

 

 

 

 

 

 

Net Income

$

 614,413 

 

$

 356,482 

 

Adjustments to Reconcile Net Income to Net Cash Flows

 

 

 

 

 

 

 

Provided by Operating Activities:

 

 

 

 

 

 

 

 Depreciation

 

 463,635 

 

 

 369,798 

 

 

 Deferred Income Taxes

 

 334,225 

 

 

 186,181 

 

 

 Pension, SERP and PBOP Expense

 

 146,803 

 

 

 160,209 

 

 

 Pension and PBOP Contributions

 

 (338,301)

 

 

 (237,123)

 

 

 Regulatory Over/(Under) Recoveries, Net

 

66,239 

 

 

 (26,236)

 

 

 Amortization of Regulatory Assets, Net

 

 178,668 

 

 

 74,851 

 

 

 Amortization of Rate Reduction Bonds

 

 42,581 

 

 

 102,144 

 

 

 Other

 

3,158 

 

 

 6,640 

 

Changes in Current Assets and Liabilities:

 

 

 

 

 

 

 

 Receivables and Unbilled Revenues, Net

 

 (98,432)

 

 

 (27,677)

 

 

 Fuel, Materials and Supplies

 

 (13,134)

 

 

 32,887 

 

 

 Taxes Receivable/Accrued, Net

 

 (28,609)

 

 

 26,302 

 

 

 Accounts Payable

 

 (112,512)

 

 

 (208,308)

 

 

 Other Current Assets and Liabilities, Net

 

 (81,766)

 

 

 (20,145)

Net Cash Flows Provided by Operating Activities

 

 1,176,968 

 

 

 796,005 

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

Investments in Property, Plant and Equipment

 

 (1,073,759)

 

 

 (1,081,750)

 

Proceeds from Sales of Marketable Securities

 

 487,729 

 

 

 232,911 

 

Purchases of Marketable Securities

 

 (541,070)

 

 

 (252,762)

 

Decrease in Special Deposits

 

 69,259 

 

 

 6,199 

 

Other Investing Activities

 

 (1,137)

 

 

 34,066 

Net Cash Flows Used in Investing Activities

 

 (1,058,978)

 

 

 (1,061,336)

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

Cash Dividends on Common Shares

 

 (341,720)

 

 

 (267,356)

 

Cash Dividends on Preferred Stock

 

 (5,802)

 

 

 (5,149)

 

(Decrease)/Increase in Short-Term Debt

 

 (172,000)

 

 

 654,250 

 

Issuance of Long-Term Debt

 

 1,350,000 

 

 

 300,000 

 

Retirements of Long-Term Debt

 

 (840,600)

 

 

 (267,561)

 

Retirements of Rate Reduction Bonds

 

 (82,139)

 

 

 (95,225)

 

Other Financing Activities

 

 (13,536)

 

 

 13,262 

Net Cash Flows (Used in)/Provided by Financing Activities

 

 (105,797)

 

 

 332,221 

Net Increase in Cash and Cash Equivalents

 

 12,193 

 

 

 66,890 

Cash and Cash Equivalents - Beginning of Period

 

 45,748 

 

 

 6,559 

Cash and Cash Equivalents - End of Period

$

 57,941 

 

$

 73,449 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 



4






THE CONNECTICUT LIGHT AND POWER COMPANY

 

 

 

 

 

CONDENSED BALANCE SHEETS

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

(Thousands of Dollars)

2013 

 

2012 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash

$

 15,253 

 

$

 1 

 

Receivables, Net

 

 341,749 

 

 

 284,787 

 

Accounts Receivable from Affiliated Companies

 

 1,733 

 

 

 6,641 

 

Unbilled Revenues

 

 73,687 

 

 

 85,353 

 

Regulatory Assets

 

 147,076 

 

 

 185,858 

 

Materials and Supplies

 

 58,124 

 

 

 64,603 

 

Prepayments and Other Current Assets

 

 61,277 

 

 

 26,413 

Total Current Assets

 

 698,899 

 

 

 653,656 

 

 

 

 

 

 

 

Property, Plant and Equipment, Net

 

 6,326,225 

 

 

 6,152,959 

 

 

 

 

 

 

 

Deferred Debits and Other Assets:

 

 

 

 

 

 

Regulatory Assets

 

 2,021,974 

 

 

 2,158,363 

 

Derivative Assets

 

 88,018 

 

 

 90,612 

 

Other Long-Term Assets

 

 91,499 

 

 

 86,498 

Total Deferred Debits and Other Assets

 

 2,201,491 

 

 

 2,335,473 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

$

 9,226,615 

 

$

 9,142,088 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 



























































































5




THE CONNECTICUT LIGHT AND POWER COMPANY

 

 

CONDENSED BALANCE SHEETS

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

(Thousands of Dollars)

2013 

 

2012 

 

 

 

 

 

 

 

 

LIABILITIES AND CAPITALIZATION

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Notes Payable to Affiliated Companies

$

 342,900 

 

$

 99,296 

 

Long-Term Debt - Current Portion

 

 150,000 

 

 

 125,000 

 

Accounts Payable

 

 170,683 

 

 

 262,857 

 

Accounts Payable to Affiliated Companies

 

 46,401 

 

 

 52,326 

 

Obligations to Third Party Suppliers

 

 65,580 

 

 

 67,344 

 

Accrued Taxes

 

 60,643 

 

 

 60,109 

 

Regulatory Liabilities

 

 81,988 

 

 

 32,119 

 

Derivative Liabilities

 

 94,123 

 

 

 96,931 

 

Other Current Liabilities

 

 78,520 

 

 

 125,662 

Total Current Liabilities

 

 1,090,838 

 

 

 921,644 

 

 

 

 

 

 

 

 

Deferred Credits and Other Liabilities:

 

 

 

 

 

 

Accumulated Deferred Income Taxes

 

 1,471,547 

 

 

 1,336,105 

 

Regulatory Liabilities

 

 107,964 

 

 

 124,319 

 

Derivative Liabilities

 

 756,437 

 

 

 865,571 

 

Accrued Pension, SERP and PBOP

 

 291,257 

 

 

 304,696 

 

Other Long-Term Liabilities

 

 160,368 

 

 

 197,434 

Total Deferred Credits and Other Liabilities

 

 2,787,573 

 

 

 2,828,125 

 

 

 

 

 

 

 

 

Capitalization:

 

 

 

 

 

 

Long-Term Debt

 

 2,591,012 

 

 

 2,737,790 

 

 

 

 

 

 

 

 

 

Preferred Stock Not Subject to Mandatory Redemption

 

 116,200 

 

 

 116,200 

 

 

 

 

 

 

 

 

 

Common Stockholder's Equity:

 

 

 

 

 

 

 

Common Stock

 

 60,352 

 

 

 60,352 

 

 

Capital Surplus, Paid In

 

 1,641,487 

 

 

 1,640,149 

 

 

Retained Earnings

 

 940,647 

 

 

 839,628 

 

 

Accumulated Other Comprehensive Loss

 

 (1,494)

 

 

 (1,800)

 

Common Stockholder's Equity

 

 2,640,992 

 

 

 2,538,329 

Total Capitalization

 

 5,348,204 

 

 

 5,392,319 

 

 

 

 

 

 

 

 

Total Liabilities and Capitalization

$

 9,226,615 

 

$

 9,142,088 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 



























































































6




THE CONNECTICUT LIGHT AND POWER COMPANY

 

 

 

 

 

 

 

 

 

CONDENSED STATEMENTS OF INCOME

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended September 30,

 

For the Nine Months Ended September 30,

(Thousands of Dollars)

2013 

 

2012 

 

2013 

 

2012 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

$

 648,420 

 

$

 658,111 

 

$

 1,841,846 

 

$

 1,812,218 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Purchased Power and Transmission

 

 253,152 

 

 

 241,046 

 

 

 667,266 

 

 

 658,743 

 

Operations and Maintenance

 

 127,104 

 

 

 141,913 

 

 

 359,759 

 

 

 480,286 

 

Depreciation

 

 44,786 

 

 

 41,863 

 

 

 132,356 

 

 

 124,451 

 

Amortization of Regulatory Assets/(Liabilities), Net

 

 (27)

 

 

 8,656 

 

 

 11,223 

 

 

 19,912 

 

Energy Efficiency Programs

 

 24,544 

 

 

 25,237 

 

 

 68,211 

 

 

 68,205 

 

Taxes Other Than Income Taxes

 

 64,979 

 

 

 59,687 

 

 

 182,676 

 

 

 168,667 

 

 

Total Operating Expenses

 

 514,538 

 

 

 518,402 

 

 

 1,421,491 

 

 

 1,520,264 

Operating Income

 

 133,882 

 

 

 139,709 

 

 

 420,355 

 

 

 291,954 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense:

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Long-Term Debt

 

 32,845 

 

 

 31,429 

 

 

 98,163 

 

 

 94,646 

 

Other Interest

 

 2,439 

 

 

 2,162 

 

 

 801 

 

 

 6,223 

 

 

Interest Expense

 

 35,284 

 

 

 33,591 

 

 

 98,964 

 

 

 100,869 

Other Income, Net

 

 3,861 

 

 

 2,889 

 

 

 10,946 

 

 

 8,636 

Income Before Income Tax Expense

 

 102,459 

 

 

 109,007 

 

 

 332,337 

 

 

 199,721 

Income Tax Expense

 

 36,136 

 

 

 34,121 

 

 

 113,149 

 

 

 63,917 

Net Income

$

 66,323 

 

$

 74,886 

 

$

 219,188 

 

$

 135,804 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

$

 66,323 

 

$

 74,886 

 

$

 219,188 

 

$

 135,804 

Other Comprehensive Income, Net of Tax:

 

 

 

 

 

 

 

 

 

 

 

 

Qualified Cash Flow Hedging Instruments

 

 111 

 

 

 111 

 

 

 333 

 

 

 333 

 

Changes in Unrealized Gains/(Losses) on Other

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities

 

 (1)

 

 

 8 

 

 

 (27)

 

 

 14 

Other Comprehensive Income, Net of Tax

 

 110 

 

 

 119 

 

 

 306 

 

 

 347 

Comprehensive Income

$

 66,433 

 

$

 75,005 

 

$

 219,494 

 

$

 136,151 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 



























































































7




THE CONNECTICUT LIGHT AND POWER COMPANY

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Nine Months Ended September 30,

(Thousands of Dollars)

2013 

 

2012 

 

 

 

 

 

 

 

 

Operating Activities:

 

 

 

 

 

 

Net Income

$

 219,188 

 

$

 135,804 

 

Adjustments to Reconcile Net Income to Net Cash Flows

 

 

 

 

 

 

 

Provided by Operating Activities:

 

 

 

 

 

 

 

 Depreciation

 

 132,356 

 

 

 124,451 

 

 

 Deferred Income Taxes

 

 89,084 

 

 

 97,224 

 

 

 Pension, SERP and PBOP Expense, Net of PBOP Contributions

 

 16,182 

 

 

 18,394 

 

 

 Regulatory Over/(Under) Recoveries, Net

 

 24,061 

 

 

 (13,804)

 

 

 Amortization of Regulatory Assets, Net

 

 11,223 

 

 

 19,912 

 

 

 Other

 

 (8,759)

 

 

 (10,701)

 

Changes in Current Assets and Liabilities:

 

 

 

 

 

 

 

 Receivables and Unbilled Revenues, Net

 

 (44,523)

 

 

 (21,632)

 

 

 Taxes Receivable/Accrued, Net

 

 841 

 

 

 21,410 

 

 

 Accounts Payable

 

 (101,949)

 

 

 (173,107)

 

 

 Other Current Assets and Liabilities, Net

 

 (29,106)

 

 

 (49,750)

Net Cash Flows Provided by Operating Activities

 

 308,598 

 

 

 148,201 

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

Investments in Property, Plant and Equipment

 

 (294,638)

 

 

 (332,323)

 

Other Investing Activities

 

 2,013 

 

 

 13,707 

Net Cash Flows Used in Investing Activities

 

 (292,625)

 

 

 (318,616)

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

Cash Dividends on Common Stock

 

 (114,000)

 

 

 (100,486)

 

Cash Dividends on Preferred Stock

 

 (4,169)

 

 

 (4,169)

 

Issuance of Long Term Debt

 

 400,000 

 

 

 - 

 

Retirements of Long-Term Debt

 

 (125,000)

 

 

 - 

 

(Decrease)/Increase in Notes Payable to Affiliates

 

 (62,200)

 

 

 314,275 

 

Decrease in Short-Term Debt

 

 (89,000)

 

 

 (31,000)

 

Other Financing Activities

 

 (6,352)

 

 

 (1,636)

Net Cash Flows (Used in)/Provided by Financing Activities

 

 (721)

 

 

 176,984 

Net Increase in Cash

 

 15,252 

 

 

 6,569 

Cash - Beginning of Period

 

 1 

 

 

 1 

Cash - End of Period

$

 15,253 

 

$

 6,570 

 

 

 

 

 

 

 

 

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



8






NSTAR ELECTRIC COMPANY AND SUBSIDIARY

 

 

 

 

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

(Thousands of Dollars)

2013 

 

2012 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash and Cash Equivalents

$

 15,470 

 

$

 13,695 

 

Receivables, Net

 

 263,055 

 

 

 202,025 

 

Accounts Receivable from Affiliated Companies

 

 70,279 

 

 

 160,176 

 

Unbilled Revenues

 

 48,570 

 

 

 41,377 

 

Regulatory Assets

 

 189,754 

 

 

 347,081 

 

Prepayments and Other Current Assets

 

 54,105 

 

 

 28,086 

Total Current Assets

 

 641,233 

 

 

 792,440 

 

 

 

 

 

 

 

Property, Plant and Equipment, Net

 

 4,923,410 

 

 

 4,735,297 

 

 

 

 

 

 

 

Deferred Debits and Other Assets:

 

 

 

 

 

 

Regulatory Assets

 

 1,538,222 

 

 

 1,444,870 

 

Other Long-Term Assets

 

 59,267 

 

 

 87,382 

Total Deferred Debits and Other Assets

 

 1,597,489 

 

 

 1,532,252 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

$

 7,162,132 

 

$

 7,059,989 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 



























































































9




NSTAR ELECTRIC COMPANY AND SUBSIDIARY

 

 

 

 

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

(Thousands of Dollars)

2013 

 

2012 

 

 

 

 

 

 

 

 

LIABILITIES AND CAPITALIZATION

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Notes Payable

$

 156,000 

 

$

276,000 

 

Long-Term Debt - Current Portion

 

 301,650 

 

 

1,650 

 

Accounts Payable

 

 157,375 

 

 

168,611 

 

Accounts Payable to Affiliated Companies

 

 97,992 

 

 

247,061 

 

Accumulated Deferred Income Taxes

 

 32,049 

 

 

 104,668 

 

Regulatory Liabilities

 

 82,521 

 

 

 47,539 

 

Other Current Liabilities

 

 128,846 

 

 

 144,433 

Total Current Liabilities

 

 956,433 

 

 

 989,962 

 

 

 

 

 

 

 

 

Rate Reduction Bonds

 

 - 

 

 

 43,493 

 

 

 

 

 

 

 

 

Deferred Credits and Other Liabilities:

 

 

 

 

 

 

Accumulated Deferred Income Taxes

 

 1,463,285 

 

 

 1,321,026 

 

Regulatory Liabilities

 

 251,005 

 

 

 244,224 

 

Accrued Pension

 

 380,688 

 

 

 360,932 

 

Payable to Affiliated Companies

 

 64,752 

 

 

 70,221 

 

Other Long-Term Liabilities

 

 145,032 

 

 

 183,190 

Total Deferred Credits and Other Liabilities

 

 2,304,762 

 

 

 2,179,593 

 

 

 

 

 

 

 

 

Capitalization:

 

 

 

 

 

 

Long-Term Debt

 

 1,499,378 

 

 

 1,600,911 

 

 

 

 

 

 

 

 

 

Preferred Stock Not Subject to Mandatory Redemption

 

 43,000 

 

 

 43,000 

 

 

 

 

 

 

 

 

 

Common Stockholder's Equity:

 

 

 

 

 

 

 

Common Stock

 

 - 

 

 

 - 

 

 

Capital Surplus, Paid In

 

 992,625 

 

 

 992,625 

 

 

Retained Earnings

 

 1,365,934 

 

 

 1,210,405 

 

Common Stockholder's Equity

 

 2,358,559 

 

 

 2,203,030 

Total Capitalization

 

 3,900,937 

 

 

 3,846,941 

 

 

 

 

 

 

 

 

Total Liabilities and Capitalization

$

 7,162,132 

 

$

 7,059,989 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 



























































































10




NSTAR ELECTRIC COMPANY AND SUBSIDIARY

 

 

 

 

 

 

 

 

 

 

 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended September 30,

 

For the Nine Months Ended September 30,

(Thousands of Dollars)

2013 

 

2012 

 

2013 

 

2012 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

$

 753,879 

 

$

 693,653 

 

$

 1,916,557 

 

$

 1,784,755 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Purchased Power and Transmission

 

 255,244 

 

 

 222,753 

 

 

 659,140 

 

 

 622,265 

 

Operations and Maintenance

 

 97,069 

 

 

 83,329 

 

 

 277,261 

 

 

 340,547 

 

Depreciation

 

 45,441 

 

 

 42,494 

 

 

 136,323 

 

 

 127,692 

 

Amortization of Regulatory Assets, Net

 

 72,740 

 

 

 41,888 

 

 

 173,289 

 

 

 87,912 

 

Amortization of Rate Reduction Bonds

 

 - 

 

 

 22,581 

 

 

 15,054 

 

 

 67,742 

 

Energy Efficiency Programs

 

 58,798 

 

 

 55,969 

 

 

 161,180 

 

 

 138,360 

 

Taxes Other Than Income Taxes

 

 32,610 

 

 

 30,520 

 

 

 95,275 

 

 

 89,689 

 

 

Total Operating Expenses

 

 561,902 

 

 

 499,534 

 

 

 1,517,522 

 

 

 1,474,207 

Operating Income

 

 191,977 

 

 

 194,119 

 

 

 399,035 

 

 

 310,548 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense:

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Long-Term Debt

 

 19,860 

 

 

 22,386 

 

 

 59,261 

 

 

 66,953��

 

Interest on Rate Reduction Bonds

 

 - 

 

 

 853 

 

 

 399 

 

 

 3,106 

 

Other Interest

 

 (1,324)

 

 

 (4,704)

 

 

 (8,011)

 

 

 (16,137)

 

 

Interest Expense

 

 18,536 

 

 

 18,535 

 

 

 51,649 

 

 

 53,922 

Other Income, Net

 

 2,126 

 

 

 551 

 

 

 3,275 

 

 

 1,778 

Income Before Income Tax Expense

 

 175,567 

 

 

 176,135 

 

 

 350,661 

 

 

 258,404 

Income Tax Expense

 

 68,558 

 

 

 69,373 

 

 

 137,499 

 

 

 102,220 

Net Income

$

 107,009 

 

$

 106,762 

 

$

 213,162 

 

$

 156,184 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 



























































































11




NSTAR ELECTRIC COMPANY AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Nine Months Ended September 30,

(Thousands of Dollars)

2013 

 

2012 

 

 

 

 

 

 

 

 

 

 

Operating Activities:

 

 

 

 

 

 

 

Net Income

$

 213,162 

 

$

 156,184 

 

 

Adjustments to Reconcile Net Income to Net Cash Flows

 

 

 

 

 

 

 

 

Provided by Operating Activities:

 

 

 

 

 

 

 

 

 Bad Debt Expense

 

 19,012 

 

 

 53,254 

 

 

 

 Depreciation

 

 136,323 

 

 

 127,692 

 

 

 

 Deferred Income Taxes

 

 26,358 

 

 

 (20,250)

 

 

 

 Pension and PBOP Expense, Net of Pension Contributions

 

 (55,195)

 

 

 1,394 

 

 

 

 Regulatory (Under)/Over Recoveries, Net

 

 (11,299)

 

 

 62,075 

 

 

 

 Amortization of Regulatory Assets, Net

 

 173,289 

 

 

 87,912 

 

 

 

 Amortization of Rate Reduction Bonds

 

 15,054 

 

 

 67,742 

 

 

 

 Other

 

 (48,291)

 

 

 (29,154)

 

 

Changes in Current Assets and Liabilities:

 

 

 

 

 

 

 

 

 Receivables and Unbilled Revenues, Net

 

 (80,575)

 

 

 (61,528)

 

 

 

 Materials and Supplies

 

 7,961 

 

 

 7,264 

 

 

 

 Taxes Receivable/Accrued, Net

 

 (6,345)

 

 

 44,142 

 

 

 

 Accounts Payable

 

 6,856 

 

 

 (81,292)

 

 

 

 Accounts Receivable from/Payable to Affiliates, Net

 

 (59,173)

 

 

 (41,760)

 

 

 

 Other Current Assets and Liabilities, Net

 

 (19,547)

 

 

 58,890 

 

Net Cash Flows Provided by Operating Activities

 

 317,590 

 

 

 432,565 

 

 

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

 

Investments in Property, Plant and Equipment

 

 (330,635)

 

 

 (298,424)

 

 

Decrease in Special Deposits

 

 37,899 

 

 

 25,234 

 

 

Other Investing Activities

 

 575 

 

 

 375 

 

Net Cash Flows Used in Investing Activities

 

 (292,161)

 

 

 (272,815)

 

 

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

 

Cash Dividends on Common Stock

 

 (56,000)

 

 

 (188,700)

 

 

Cash Dividends on Preferred Stock

 

 (1,633)

 

 

 (1,470)

 

 

(Decrease)/Increase in Notes Payable

 

 (120,000)

 

 

 104,500 

 

 

Issuance of Long-Term Debt

 

 200,000 

 

 

 - 

 

 

Retirements of Long-Term Debt

 

 (1,650)

 

 

 (688)

 

 

Retirements of Rate Reduction Bonds

 

 (43,493)

 

 

 (84,367)

 

 

Other Financing Activities

 

 (878)

 

 

 13,336 

 

Net Cash Flows Used in Financing Activities

 

 (23,654)

 

 

 (157,389)

 

Net Increase in Cash and Cash Equivalents

 

 1,775 

 

 

 2,361 

 

Cash and Cash Equivalents - Beginning of Period

 

 13,695 

 

 

 9,373 

 

Cash and Cash Equivalents - End of Period

$

 15,470 

 

$

 11,734 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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



12






PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY

 

 

 

 

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

(Thousands of Dollars)

2013 

 

2012 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash

$

 5,604 

 

$

 2,493 

 

Receivables, Net

 

 78,464 

 

 

 87,164 

 

Accounts Receivable from Affiliated Companies

 

 1,182 

 

 

 723 

 

Unbilled Revenues

 

 31,081 

 

 

 39,982 

 

Taxes Receivable

 

 12,074 

 

 

 17,177 

 

Fuel, Materials and Supplies

 

 125,801 

 

 

 95,345 

 

Regulatory Assets

 

 67,716 

 

 

 62,882 

 

Prepayments and Other Current Assets

 

 6,464 

 

 

 22,205 

Total Current Assets

 

 328,386 

 

 

 327,971 

 

 

 

 

 

 

 

Property, Plant and Equipment, Net

 

 2,409,039 

 

 

 2,352,515 

 

 

 

 

 

 

 

Deferred Debits and Other Assets:

 

 

 

 

 

 

Regulatory Assets

 

 301,368 

 

 

 351,059 

 

Other Long-Term Assets

 

 55,953 

 

 

 83,052 

Total Deferred Debits and Other Assets

 

 357,321 

 

 

 434,111 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 $

 3,094,746 

 

 $

 3,114,597 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 




13






PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY

 

 

 

 

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

(Thousands of Dollars)

2013 

 

2012 

 

 

 

 

 

 

 

 

LIABILITIES AND CAPITALIZATION

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Notes Payable to Affiliated Companies

$

 228,500 

 

$

 63,300 

 

Long-Term Debt - Current Portion

 

 50,000 

 

 

 - 

 

Accounts Payable

 

 60,814 

 

 

 62,864 

 

Accounts Payable to Affiliated Companies

 

 18,279 

 

 

 21,337 

 

Regulatory Liabilities

 

 23,394 

 

 

 23,002 

 

Renewable Portfolio Standards Compliance Obligations

 

 6,701 

 

 

 17,383 

 

Other Current Liabilities

 

 54,315 

 

 

 50,950 

Total Current Liabilities

 

 442,003 

 

 

 238,836 

 

 

 

 

 

 

 

 

Rate Reduction Bonds

 

 - 

 

 

 29,294 

 

 

 

 

 

 

 

 

Deferred Credits and Other Liabilities:

 

 

 

 

 

 

Accumulated Deferred Income Taxes

 

 490,863 

 

 

 441,577 

 

Regulatory Liabilities

 

 52,867 

 

 

 52,418 

 

Accrued Pension, SERP and PBOP

 

 104,557 

 

 

 220,129 

 

Other Long-Term Liabilities

 

 43,866 

 

 

 47,896 

Total Deferred Credits and Other Liabilities

 

 692,153 

 

 

 762,020 

 

 

 

 

 

 

 

 

Capitalization:

 

 

 

 

 

 

Long-Term Debt

 

 839,104 

 

 

 997,932 

 

 

 

 

 

 

 

 

 

Common Stockholder's Equity:

 

 

 

 

 

 

 

Common Stock

 

 - 

 

 

 - 

 

 

Capital Surplus, Paid In

 

 701,659 

 

 

 701,052 

 

 

Retained Earnings

 

 428,660 

 

 

 395,118 

 

 

Accumulated Other Comprehensive Loss

 

 (8,833)

 

 

 (9,655)

 

Common Stockholder's Equity

 

 1,121,486 

 

 

 1,086,515 

Total Capitalization

 

 1,960,590 

 

 

 2,084,447 

 

 

 

 

 

 

 

 

Total Liabilities and Capitalization

$

 3,094,746 

 

$

 3,114,597 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 



























































































14




PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY

 

 

 

 

 

 

 

 

 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended September 30,

 

For the Nine Months Ended September 30,

(Thousands of Dollars)

2013 

 

2012 

 

2013 

 

2012 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

$

 218,608 

 

$

 256,949 

 

$

 708,550 

 

$

 755,051 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Purchased Power, Fuel and Transmission

 

 46,668 

 

 

 76,008 

 

 

 197,765 

 

 

 239,173 

 

Operations and Maintenance

 

 69,477 

 

 

 67,547 

 

 

 191,606 

 

 

 200,960 

 

Depreciation

 

 22,919 

 

 

 22,264 

 

 

 68,433 

 

 

 65,282 

 

Amortization of Regulatory Assets/(Liabilities), Net

 

 225 

 

 

 (6,356)

 

 

 (1,745)

 

 

 (6,179)

 

Amortization of Rate Reduction Bonds

 

 - 

 

 

 16,112 

 

 

 19,748 

 

 

 43,855 

 

Energy Efficiency Programs

 

 3,990 

 

 

 4,030 

 

 

 11,036 

 

 

 10,824 

 

Taxes Other Than Income Taxes

 

 18,706 

 

 

 16,046 

 

 

 52,640 

 

 

 47,406 

 

 

Total Operating Expenses

 

 161,985 

 

 

 195,651 

 

 

 539,483 

 

 

 601,321 

Operating Income

 

 56,623 

 

 

 61,298 

 

 

 169,067 

 

 

 153,730 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense:

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Long-Term Debt

 

 10,345 

 

 

 11,434 

 

 

 32,951 

 

 

 34,537 

 

Interest on Rate Reduction Bonds

 

 - 

 

 

 564 

 

 

 (154)

 

 

 2,366 

 

Other Interest

 

 521 

 

 

 609 

 

 

 1,384 

 

 

 1,301 

 

 

Interest Expense

 

 10,866 

 

 

 12,607 

 

 

 34,181 

 

 

 38,204 

Other Income/(Loss), Net

 

 792 

 

 

 (353)

 

 

 2,454 

 

 

 2,237 

Income Before Income Tax Expense

 

 46,549 

 

 

 48,338 

 

 

 137,340 

 

 

 117,763 

Income Tax Expense

 

 18,196 

 

 

 21,106 

 

 

 52,797 

 

 

 48,037 

Net Income

$

 28,353 

 

$

 27,232 

 

$

 84,543 

 

$

 69,726 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

$

 28,353 

 

$

27,232 

 

$

 84,543 

 

$

69,726 

Other Comprehensive Income, Net of Tax:

 

 

 

 

 

 

 

 

 

 

 

 

Qualified Cash Flow Hedging Instruments

 

 290 

 

 

291 

 

 

 872 

 

 

872 

 

Changes in Unrealized Gains/(Losses) on

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Securities

 

 (2)

 

 

 13 

 

 

 (47)

 

 

 24 

 

Changes in Funded Status of Pension, SERP

 

 

 

 

 

 

 

 

 

 

 

 

 

and PBOP Benefit Plans

 

 - 

 

 

 (2)

 

 

 (3)

 

 

 2 

Other Comprehensive Income, Net of Tax

 

 288 

 

 

302 

 

 

 822 

 

 

898 

Comprehensive Income

$

 28,641 

 

$

 27,534 

 

$

 85,365 

 

$

 70,624 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 



























































































15




PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Nine Months Ended September 30,

(Thousands of Dollars)

2013 

 

2012 

 

 

 

 

 

 

 

 

Operating Activities:

 

 

 

 

 

 

Net Income

$

 84,543 

 

$

 69,726 

 

Adjustments to Reconcile Net Income to Net Cash Flows

 

 

 

 

 

 

 

Provided by Operating Activities:

 

 

 

 

 

 

 

 Depreciation

 

 68,433 

 

 

 65,282 

 

 

 Deferred Income Taxes

 

 57,066 

 

 

 39,108 

 

 

 Pension, SERP and PBOP Expense

 

 20,427 

 

 

 19,508 

 

 

 Pension and PBOP Contributions

 

 (112,964)

 

 

 (94,169)

 

 

 Regulatory (Under)/Over Recoveries, Net

 

 (1,346)

 

 

 1,718 

 

 

 Amortization of Regulatory Liabilities, Net

 

 (1,745)

 

 

 (6,179)

 

 

 Amortization of Rate Reduction Bonds

 

 19,748 

 

 

 43,855 

 

 

 Other

 

 7,165 

 

 

 18,699 

 

Changes in Current Assets and Liabilities:

 

 

 

 

 

 

 

 Receivables and Unbilled Revenues, Net

 

 8,047 

 

 

 (4,274)

 

 

��Fuel, Materials and Supplies

 

 (30,456)

 

 

 20,178 

 

 

 Taxes Receivable/Accrued, Net

 

 5,103 

 

 

 4,506 

 

 

 Accounts Payable

 

 29,148 

 

 

 (18,567)

 

 

 Other Current Assets and Liabilities, Net

 

 7,220 

 

 

 18,358 

Net Cash Flows Provided by Operating Activities

 

 160,389 

 

 

 177,749 

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

Investments in Property, Plant and Equipment

 

 (155,676)

 

 

 (161,021)

 

Decrease in Notes Receivable from Affiliates

 

 - 

 

 

 55,900 

 

Decrease in Special Deposits

 

 22,039 

 

 

 2,599 

 

Other Investing Activities

 

 (53)

 

 

 (99)

Net Cash Flows Used in Investing Activities

 

 (133,690)

 

 

 (102,621)

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

Cash Dividends on Common Stock

 

 (51,000)

 

 

 (74,675)

 

Retirements of Long-term Debt

 

 (108,950)

 

 

 - 

 

Increase in Notes Payable to Affiliates

 

 165,200 

 

 

 44,200 

 

Retirements of Rate Reduction Bonds

 

 (29,294)

 

 

 (41,265)

 

Other Financing Activities

 

 456 

 

 

 (349)

Net Cash Flows Used in Financing Activities

 

 (23,588)

 

 

 (72,089)

Net Increase in Cash

 

 3,111 

 

 

 3,039 

Cash - Beginning of Period

 

 2,493 

 

 

 56 

Cash - End of Period

$

 5,604 

 

$

 3,095 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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



16






WESTERN MASSACHUSETTS ELECTRIC COMPANY

 

 

 

 

 

CONDENSED BALANCE SHEETS

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

(Thousands of Dollars)

2013 

 

2012 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash

$

 3,157 

 

$

 1 

 

Receivables, Net

 

 49,056 

 

 

 47,297 

 

Accounts Receivable from Affiliated Companies

 

 29,231 

 

 

 164 

 

Unbilled Revenues

 

 13,046 

 

 

 16,192 

 

Taxes Receivable

 

 2 

 

 

 15,513 

 

Regulatory Assets

 

 37,854 

 

 

 42,370 

 

Marketable Securities

 

 24,570 

 

 

 27,352 

 

Prepayments and Other Current Assets

 

 10,195 

 

 

 7,963 

Total Current Assets

 

 167,111 

 

 

 156,852 

 

 

 

 

 

 

 

Property, Plant and Equipment, Net

 

 1,352,705 

 

 

 1,290,498 

 

 

 

 

 

 

 

Deferred Debits and Other Assets:

 

 

 

 

 

 

Regulatory Assets

 

 194,744 

 

 

 221,752 

 

Marketable Securities

 

 33,195 

 

 

 30,342 

 

Other Long-Term Assets

 

 20,246 

 

 

 23,625 

Total Deferred Debits and Other Assets

 

 248,185 

 

 

 275,719 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

$

 1,768,001 

 

$

 1,723,069 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 



























































































17




WESTERN MASSACHUSETTS ELECTRIC COMPANY

CONDENSED BALANCE SHEETS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

(Thousands of Dollars)

2013 

 

2012 

 

 

 

 

 

 

 

 

LIABILITIES AND CAPITALIZATION

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Notes Payable to Affiliated Companies

$

 79,800 

 

$

 31,900 

 

Long-Term Debt - Current Portion

 

 - 

 

 

 55,000 

 

Accounts Payable

 

 40,432 

 

 

 68,141 

 

Accounts Payable to Affiliated Companies

 

 7,521 

 

 

 7,103 

 

Regulatory Liabilities

 

 22,400 

 

 

 21,037 

 

Accumulated Deferred Income Taxes

 

 9,416 

 

 

 8,404 

 

Other Current Liabilities

 

 18,718 

 

 

 24,809 

Total Current Liabilities

 

 178,287 

 

 

 216,394 

 

 

 

 

 

 

 

 

Rate Reduction Bonds

 

 - 

 

 

 9,352 

 

 

 

 

 

 

 

 

Deferred Credits and Other Liabilities:

 

 

 

 

 

 

Accumulated Deferred Income Taxes

 

 392,360 

 

 

 303,111 

 

Regulatory Liabilities

 

 11,914 

 

 

 9,686 

 

Accrued Pension, SERP and PBOP

 

 30,791 

 

 

 36,099 

 

Other Long-Term Liabilities

 

 26,503 

 

 

 40,148 

Total Deferred Credits and Other Liabilities

 

 461,568 

 

 

 389,044 

 

 

 

 

 

 

 

 

Capitalization:

 

 

 

 

 

 

Long-Term Debt

 

 549,617 

 

 

 550,270 

 

 

 

 

 

 

 

 

 

Common Stockholder's Equity:

 

 

 

 

 

 

 

Common Stock

 

 10,866 

 

 

 10,866 

 

 

Capital Surplus, Paid In

 

 390,645 

 

 

 390,412 

 

 

Retained Earnings

 

 180,618 

 

 

 160,577 

 

 

Accumulated Other Comprehensive Loss

 

 (3,600)

 

 

 (3,846)

 

Common Stockholder's Equity

 

 578,529 

 

 

 558,009 

Total Capitalization

 

 1,128,146 

 

 

 1,108,279 

 

 

 

 

 

 

 

 

Total Liabilities and Capitalization

$

 1,768,001 

 

$

 1,723,069 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 



























































































18




WESTERN MASSACHUSETTS ELECTRIC COMPANY

 

 

 

 

 

 

 

 

 

CONDENSED STATEMENTS OF INCOME

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended September 30,

 

For the Nine Months Ended September 30,

(Thousands of Dollars)

2013 

 

2012 

 

2013 

 

2012 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Revenues

$

 121,795 

 

$

 112,470 

 

$

 361,763 

 

$

 333,331 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Purchased Power and Transmission

 

 38,797 

 

 

 32,028 

 

 

 111,095 

 

 

 105,297 

 

Operations and Maintenance

 

 26,148 

 

 

 24,765 

 

 

 70,213 

 

 

 75,214 

 

Depreciation

 

 9,426 

 

 

 7,464 

 

 

 27,707 

 

 

 22,154 

 

Amortization of Regulatory Assets/(Liabilities), Net

 

 (1,412)

 

 

 1,021 

 

 

 (598)

 

 

 634 

 

Amortization of Rate Reduction Bonds

 

 - 

 

 

 4,352 

 

 

 7,780 

 

 

 13,127 

 

Energy Efficiency Programs

 

 12,222 

 

 

 9,190 

 

 

 28,462 

 

 

 19,679 

 

Taxes Other Than Income Taxes

 

 7,696 

 

 

 5,505 

 

 

 20,188 

 

 

 15,365 

 

 

Total Operating Expenses

 

 92,877 

 

 

 84,325 

 

 

 264,847 

 

 

 251,470 

Operating Income

 

 28,918 

 

 

 28,145 

 

 

 96,916 

 

 

 81,861 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense:

 

 

 

 

 

 

 

 

 

 

 

 

Interest on Long-Term Debt

 

 5,814 

 

 

 5,783 

 

 

 17,846 

 

 

 17,454 

 

Interest on Rate Reduction Bonds

 

 - 

 

 

 272 

 

 

 177 

 

 

 1,029 

 

Other Interest

 

 417 

 

 

 714 

 

 

 777 

 

 

 1,550 

 

 

Interest Expense

 

 6,231 

 

 

 6,769 

 

 

 18,800 

 

 

 20,033 

Other Income, Net

 

 926 

 

 

 685 

 

 

 2,349 

 

 

 1,965 

Income Before Income Tax Expense

 

 23,613 

 

 

 22,061 

 

 

 80,465 

 

 

 63,793 

Income Tax Expense

 

 8,588 

 

 

 7,977 

 

 

 30,424 

 

 

 24,385 

Net Income

$

 15,025 

 

$

 14,084 

 

$

 50,041 

 

$

 39,408 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

$

 15,025 

 

$

14,084 

 

$

 50,041 

 

$

39,408 

Other Comprehensive Income, Net of Tax:

 

 

 

 

 

 

 

 

 

 

 

 

Qualified Cash Flow Hedging Instruments

 

 85 

 

 

84 

 

 

 254 

 

 

253 

 

Changes in Unrealized Gains/(Losses) on

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Securities

 

 - 

 

 

 2 

 

 

 (8)

 

 

 4 

Other Comprehensive Income, Net of Tax

 

 85 

 

 

 86 

 

 

 246 

 

 

 257 

Comprehensive Income

$

 15,110 

 

$

 14,170 

 

$

 50,287 

 

$

 39,665 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 



























































































19




WESTERN MASSACHUSETTS ELECTRIC COMPANY

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Nine Months Ended September 30,

(Thousands of Dollars)

2013 

 

2012 

 

 

 

 

 

 

 

 

Operating Activities:

 

 

 

 

 

 

Net Income

$

 50,041 

 

$

 39,408 

 

Adjustments to Reconcile Net Income to Net Cash Flows

 

 

 

 

 

 

 

Provided by Operating Activities:

 

 

 

 

 

 

 

 Depreciation

 

 27,707 

 

 

 22,154 

 

 

 Deferred Income Taxes

 

 79,401 

 

 

 30,565 

 

 

 Regulatory Over/(Under) Recoveries, Net

 

 11,685 

 

 

 (8,733)

 

 

 Amortization of Regulatory (Liabilities)/Assets, Net

 

 (598)

 

 

 634 

 

 

 Amortization of Rate Reduction Bonds

 

 7,780 

 

 

 13,127 

 

 

 Other

 

 (544)

 

 

 1,755 

 

Changes in Current Assets and Liabilities:

 

 

 

 

 

 

 

 Receivables and Unbilled Revenues, Net

 

 (32,231)

 

 

 (10,482)

 

 

 Taxes Receivable/Accrued, Net

 

 16,412 

 

 

 7,337 

 

 

 Accounts Payable

 

 20,260 

 

 

 (28,510)

 

 

 Other Current Assets and Liabilities, Net

 

 (9,857)

 

 

 (9,185)

Net Cash Flows Provided by Operating Activities

 

 170,056 

 

 

 58,070 

 

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

 

Investments in Property, Plant and Equipment

 

 (127,352)

 

 

 (218,184)

 

Proceeds from Sales of Marketable Securities

 

 53,552 

 

 

 65,131 

 

Purchases of Marketable Securities

 

 (54,042)

 

 

 (65,664)

 

Decrease in Notes Receivable from Affiliates

 

 - 

 

 

 11,000 

 

Other Investing Activities

 

 7,401 

 

 

 308 

Net Cash Flows Used in Investing Activities

 

 (120,441)

 

 

 (207,409)

 

 

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

 

Cash Dividends on Common Stock

 

 (30,000)

 

 

 (9,431)

 

Retirements of Long-Term Debt

 

 (55,000)

 

 

 - 

 

Increase in Notes Payable to Affiliates

 

 47,900 

 

 

 172,500 

 

Retirement of Rate Reduction Bonds

 

 (9,352)

 

 

 (13,141)

 

Other Financing Activities

 

 (7)

 

 

 (54)

Net Cash Flows (Used in)/Provided by Financing Activities

 

 (46,459)

 

 

 149,874 

Net Increase in Cash

 

 3,156 

 

 

 535 

Cash - Beginning of Period

 

 1 

 

 

 1 

Cash - End of Period

$

 3,157 

 

$

 536 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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



20



NORTHEAST UTILITIES AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

March 31,

 

December 31,

 

(Thousands of Dollars)

 

2014

 

2013

 

 

 

 

 

 

 

LIABILITIES AND CAPITALIZATION

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Notes Payable

 

$

571,147

 

$

1,093,000

 

Long-Term Debt - Current Portion

 

530,533

 

533,346

 

Accounts Payable

 

711,594

 

742,251

 

Regulatory Liabilities

 

263,754

 

204,278

 

Other Current Liabilities

 

713,116

 

702,776

 

Total Current Liabilities

 

2,790,144

 

3,275,651

 

 

 

 

 

 

 

Deferred Credits and Other Liabilities:

 

 

 

 

 

Accumulated Deferred Income Taxes

 

4,209,969

 

4,029,026

 

Regulatory Liabilities

 

591,468

 

502,984

 

Derivative Liabilities

 

546,387

 

624,050

 

Accrued Pension, SERP and PBOP

 

890,019

 

896,844

 

Other Long-Term Liabilities

 

871,050

 

923,053

 

Total Deferred Credits and Other Liabilities

 

7,108,893

 

6,975,957

 

 

 

 

 

 

 

Capitalization:

 

 

 

 

 

Long-Term Debt

 

8,318,332

 

7,776,833

 

 

 

 

 

 

 

Noncontrolling Interest - Preferred Stock of Subsidiaries

 

155,568

 

155,568

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

Common Shareholders’ Equity:

 

 

 

 

 

Common Shares

 

1,666,580

 

1,665,351

 

Capital Surplus, Paid In

 

6,185,027

 

6,192,765

 

Retained Earnings

 

2,237,710

 

2,125,980

 

Accumulated Other Comprehensive Loss

 

(44,321

)

(46,031

)

Treasury Stock

 

(321,063

)

(326,537

)

Common Shareholders’ Equity

 

9,723,933

 

9,611,528

 

Total Capitalization

 

18,197,833

 

17,543,929

 

 

 

 

 

 

 

Total Liabilities and Capitalization

 

$

28,096,870

 

$

27,795,537

 

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

2



Table of Contents

NORTHEAST UTILITIES AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

 

 

For the Three Months Ended March 31,

 

(Thousands of Dollars, Except Share Information)

 

2014

 

2013

 

 

 

 

 

 

 

Operating Revenues

 

$

2,290,590

 

$

1,995,023

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

Purchased Power, Fuel and Transmission

 

978,150

 

747,809

 

Operations and Maintenance

 

351,688

 

346,092

 

Depreciation

 

150,807

 

154,977

 

Amortization of Regulatory Assets, Net

 

57,898

 

54,049

 

Amortization of Rate Reduction Bonds

 

 

34,499

 

Energy Efficiency Programs

 

138,825

 

105,771

 

Taxes Other Than Income Taxes

 

145,533

 

132,881

 

Total Operating Expenses

 

1,822,901

 

1,576,078

 

Operating Income

 

467,689

 

418,945

 

 

 

 

 

 

 

Interest Expense:

 

 

 

 

 

Interest on Long-Term Debt

 

87,377

 

85,906

 

Other Interest

 

2,598

 

(9,651

)

Interest Expense

 

89,975

 

76,255

 

Other Income, Net

 

1,667

 

7,765

 

Income Before Income Tax Expense

 

379,381

 

350,455

 

Income Tax Expense

 

141,545

 

120,487

 

Net Income

 

237,836

 

229,968

 

Net Income Attributable to Noncontrolling Interests

 

1,879

 

1,879

 

Net Income Attributable to Controlling Interest

 

$

235,957

 

$

228,089

 

 

 

 

 

 

 

Basic Earnings Per Common Share

 

$

0.75

 

$

0.72

 

 

 

 

 

 

 

Diluted Earnings Per Common Share

 

$

0.74

 

$

0.72

 

 

 

 

 

 

 

Dividends Declared Per Common Share

 

$

0.39

 

$

0.37

 

 

 

 

 

 

 

Weighted Average Common Shares Outstanding:

 

 

 

 

 

Basic

 

315,534,512

 

315,129,782

 

Diluted

 

316,892,119

 

316,002,538

 

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

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

Net Income

 

$

237,836

 

$

229,968

 

Other Comprehensive Income, Net of Tax:

 

 

 

 

 

Qualified Cash Flow Hedging Instruments

 

509

 

516

 

Changes in Unrealized Gains/(Losses) on Other Securities

 

240

 

(181

)

Changes in Funded Status of Pension, SERP and PBOP Benefit Plans

 

961

 

1,621

 

Other Comprehensive Income, Net of Tax

 

1,710

 

1,956

 

Comprehensive Income Attributable to Noncontrolling Interests

 

(1,879

)

(1,879

)

Comprehensive Income Attributable to Controlling Interest

 

$

237,667

 

$

230,045

 

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

3



Table of Contents

NORTHEAST UTILITIES AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

For the Three Months Ended March 31,

 

(Thousands of Dollars)

 

2014

 

2013

 

 

 

 

 

 

 

Operating Activities:

 

 

 

 

 

Net Income

 

$

237,836

 

$

229,968

 

Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:

 

 

 

 

 

Depreciation

 

150,807

 

154,977

 

Deferred Income Taxes

 

137,417

 

168,938

 

Pension, SERP and PBOP Expense

 

24,995

 

53,102

 

Pension and PBOP Contributions

 

(6,622

)

(47,048

)

Regulatory Overrecoveries, Net

 

872

 

39,218

 

Amortization of Regulatory Assets, Net

 

57,898

 

54,049

 

Amortization of Rate Reduction Bonds

 

 

34,499

 

Proceeds from DOE Damages Claim

 

163,300

 

77,936

 

Deferred DOE Proceeds

 

(163,300

)

 

Other

 

(7,574

)

(51,106

)

Changes in Current Assets and Liabilities:

 

 

 

 

 

Receivables and Unbilled Revenues, Net

 

(182,221

)

(129,431

)

Fuel, Materials and Supplies

 

75,041

 

28,487

 

Taxes Receivable/Accrued, Net

 

(59,840

)

(21,295

)

Accounts Payable

 

53,905

 

(86,916

)

Other Current Assets and Liabilities, Net

 

11,282

 

(32,235

)

Net Cash Flows Provided by Operating Activities

 

493,796

 

473,143

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

Investments in Property, Plant and Equipment

 

(348,691

)

(388,950

)

Proceeds from Sales of Marketable Securities

 

128,505

 

98,070

 

Purchases of Marketable Securities

 

(132,605

)

(184,030

)

Other Investing Activities

 

1,637

 

27,997

 

Net Cash Flows Used in Investing Activities

 

(351,154

)

(446,913

)

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

Cash Dividends on Common Shares

 

(118,460

)

(116,431

)

Cash Dividends on Preferred Stock

 

(1,879

)

(1,879

)

Decrease in Short-Term Debt

 

(299,500

)

(228,000

)

Issuance of Long-Term Debt

 

400,000

 

400,000

 

Retirements of Long-Term Debt

 

(75,000

)

 

Retirements of Rate Reduction Bonds

 

 

(62,529

)

Other Financing Activities

 

(2,017

)

(2,322

)

Net Cash Flows Used in Financing Activities

 

(96,856

)

(11,161

)

Net Increase in Cash and Cash Equivalents

 

45,786

 

15,069

 

Cash and Cash Equivalents - Beginning of Period

 

43,364

 

45,748

 

Cash and Cash Equivalents - End of Period

 

$

89,150

 

$

60,817

 

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

4



Table of Contents

THE CONNECTICUT LIGHT AND POWER COMPANY

CONDENSED BALANCE SHEETS

(Unaudited)

 

 

March 31,

 

December 31,

 

(Thousands of Dollars)

 

2014

 

2013

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash

 

$

15,675

 

$

7,237

 

Receivables, Net

 

386,876

 

319,670

 

Accounts Receivable from Affiliated Companies

 

14,721

 

13,777

 

Unbilled Revenues

 

98,095

 

92,401

 

Regulatory Assets

 

175,926

 

150,943

 

Materials and Supplies

 

51,376

 

54,606

 

Prepayments and Other Current Assets

 

73,602

 

53,082

 

Total Current Assets

 

816,271

 

691,716

 

 

 

 

 

 

 

Property, Plant and Equipment, Net

 

6,506,245

 

6,451,259

 

 

 

 

 

 

 

Deferred Debits and Other Assets:

 

 

 

 

 

Regulatory Assets

 

1,580,609

 

1,663,147

 

Other Long-Term Assets

 

170,814

 

174,380

 

Total Deferred Debits and Other Assets

 

1,751,423

 

1,837,527

 

 

 

 

 

 

 

Total Assets

 

$

9,073,939

 

$

8,980,502

 

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

5



Table of Contents

THE CONNECTICUT LIGHT AND POWER COMPANY

CONDENSED BALANCE SHEETS

(Unaudited)

 

 

March 31,

 

December 31,

 

(Thousands of Dollars)

 

2014

 

2013

 

 

 

 

 

 

 

LIABILITIES AND CAPITALIZATION

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Notes Payable to NU Parent

 

$

351,600

 

$

287,300

 

Long-Term Debt - Current Portion

 

150,000

 

150,000

 

Accounts Payable

 

186,792

 

201,047

 

Accounts Payable to Affiliated Companies

 

52,760

 

56,531

 

Obligations to Third Party Suppliers

 

76,236

 

73,914

 

Regulatory Liabilities

 

107,284

 

93,961

 

Derivative Liabilities

 

92,040

 

92,233

 

Other Current Liabilities

 

154,312

 

134,716

 

Total Current Liabilities

 

1,171,024

 

1,089,702

 

 

 

 

 

 

 

Deferred Credits and Other Liabilities:

 

 

 

 

 

Accumulated Deferred Income Taxes

 

1,579,498

 

1,510,586

 

Regulatory Liabilities

 

90,053

 

93,757

 

Derivative Liabilities

 

539,444

 

617,072

 

Accrued Pension, SERP and PBOP

 

94,820

 

95,895

 

Other Long-Term Liabilities

 

152,920

 

163,588

 

Total Deferred Credits and Other Liabilities

 

2,456,735

 

2,480,898

 

 

 

 

 

 

 

Capitalization:

 

 

 

 

 

Long-Term Debt

 

2,591,405

 

2,591,208

 

 

 

 

 

 

 

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

 

1,682,900

 

1,682,047

 

Retained Earnings

 

996,591

 

961,482

 

Accumulated Other Comprehensive Loss

 

(1,268

)

(1,387

)

Common Stockholder’s Equity

 

2,738,575

 

2,702,494

 

Total Capitalization

 

5,446,180

 

5,409,902

 

 

 

 

 

 

 

Total Liabilities and Capitalization

 

$

9,073,939

 

$

8,980,502

 

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

6



Table of Contents

THE CONNECTICUT LIGHT AND POWER COMPANY

CONDENSED STATEMENTS OF INCOME

(Unaudited)

 

 

For the Three Months Ended March 31,

 

(Thousands of Dollars)

 

2014

 

2013

 

 

 

 

 

 

 

Operating Revenues

 

$

734,614

 

$

624,097

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

Purchased Power and Transmission

 

281,381

 

229,259

 

Operations and Maintenance

 

109,514

 

108,895

 

Depreciation

 

46,130

 

42,448

 

Amortization of Regulatory Assets, Net

 

29,931

 

10,787

 

Energy Efficiency Programs

 

42,694

 

22,813

 

Taxes Other Than Income Taxes

 

66,953

 

60,192

 

Total Operating Expenses

 

576,603

 

474,394

 

Operating Income

 

158,011

 

149,703

 

 

 

 

 

 

 

Interest Expense:

 

 

 

 

 

Interest on Long-Term Debt

 

32,908

 

32,635

 

Other Interest

 

1,335

 

(2,941

)

Interest Expense

 

34,243

 

29,694

 

Other Income, Net

 

1,072

 

4,187

 

Income Before Income Tax Expense

 

124,840

 

124,196

 

Income Tax Expense

 

45,541

 

39,188

 

Net Income

 

$

79,299

 

$

85,008

 

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

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

Net Income

 

$

79,299

 

$

85,008

 

Other Comprehensive Income, Net of Tax:

 

 

 

 

 

Qualified Cash Flow Hedging Instruments

 

111

 

111

 

Changes in Unrealized Gains/(Losses) on Other Securities

 

8

 

(6

)

Other Comprehensive Income, Net of Tax

 

119

 

105

 

Comprehensive Income

 

$

79,418

 

$

85,113

 

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

7



Table of Contents

THE CONNECTICUT LIGHT AND POWER COMPANY

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

For the Three Months Ended March 31,

 

(Thousands of Dollars)

 

2014

 

2013

 

 

 

 

 

 

 

Operating Activities:

 

 

 

 

 

Net Income

 

$

79,299

 

$

85,008

 

Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:

 

 

 

 

 

Depreciation

 

46,130

 

42,448

 

Deferred Income Taxes

 

59,334

 

65,475

 

Pension, SERP and PBOP Expense, Net of PBOP Contributions

 

4,086

 

8,183

 

Regulatory Underrecoveries, Net

 

(40,399

)

(15,835

)

Amortization of Regulatory Assets, Net

 

29,931

 

10,787

 

Other

 

4,536

 

3,653

 

Changes in Current Assets and Liabilities:

 

 

 

 

 

Receivables and Unbilled Revenues, Net

 

(82,833

)

(32,041

)

Taxes Receivable/Accrued, Net

 

7,015

 

(12,777

)

Accounts Payable

 

(2,872

)

(106,140

)

Other Current Assets and Liabilities, Net

 

(8,730

)

(22,340

)

Net Cash Flows Provided by Operating Activities

 

95,497

 

26,421

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

Investments in Property, Plant and Equipment

 

(107,993

)

(89,360

)

Other Investing Activities

 

1,027

 

447

 

Net Cash Flows Used in Investing Activities

 

(106,966

)

(88,913

)

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

Cash Dividends on Common Stock

 

(42,800

)

(38,000

)

Cash Dividends on Preferred Stock

 

(1,390

)

(1,390

)

Issuance of Long Term Debt

 

 

400,000

 

Increase/(Decrease) in Notes Payable to NU Parent

 

64,300

 

(194,700

)

Decrease in Short-Term Debt

 

 

(89,000

)

Other Financing Activities

 

(203

)

(6,112

)

Net Cash Flows Provided by Financing Activities

 

19,907

 

70,798

 

Net Increase in Cash

 

8,438

 

8,306

 

Cash - Beginning of Period

 

7,237

 

1

 

Cash - End of Period

 

$

15,675

 

$

8,307

 

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

8



Table of Contents

NSTAR ELECTRIC COMPANY AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

March 31,

 

December 31,

 

(Thousands of Dollars)

 

2014

 

2013

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and Cash Equivalents

 

$

42,035

 

$

8,021

 

Receivables, Net

 

231,082

 

209,711

 

Accounts Receivable from Affiliated Companies

 

123,953

 

27,264

 

Unbilled Revenues

 

28,249

 

41,368

 

Materials and Supplies

 

47,843

 

44,236

 

Regulatory Assets

 

222,598

 

204,144

 

Prepayments and Other Current Assets

 

5,686

 

36,710

 

Total Current Assets

 

701,446

 

571,454

 

 

 

 

 

 

 

Property, Plant and Equipment, Net

 

5,069,203

 

5,043,887

 

 

 

 

 

 

 

Deferred Debits and Other Assets:

 

 

 

 

 

Regulatory Assets

 

1,041,925

 

1,235,156

 

Other Long-Term Assets

 

65,983

 

60,624

 

Total Deferred Debits and Other Assets

 

1,107,908

 

1,295,780

 

 

 

 

 

 

 

Total Assets

 

$

6,878,557

 

$

6,911,121

 

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

9



Table of Contents

NSTAR ELECTRIC COMPANY AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

March 31,

 

December 31,

 

(Thousands of Dollars)

 

2014

 

2013

 

 

 

 

 

 

 

LIABILITIES AND CAPITALIZATION

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Notes Payable

 

$

 

$

103,500

 

Long-Term Debt - Current Portion

 

301,650

 

301,650

 

Accounts Payable

 

264,834

 

207,559

 

Accounts Payable to Affiliated Companies

 

42,879

 

75,707

 

Accumulated Deferred Income Taxes

 

55,763

 

50,128

 

Regulatory Liabilities

 

73,596

 

53,958

 

Other Current Liabilities

 

140,146

 

118,410

 

Total Current Liabilities

 

878,868

 

910,912

 

 

 

 

 

 

 

Deferred Credits and Other Liabilities:

 

 

 

 

 

Accumulated Deferred Income Taxes

 

1,400,532

 

1,466,835

 

Regulatory Liabilities

 

257,101

 

253,108

 

Accrued Pension, SERP and PBOP

 

150,938

 

118,010

 

Payable to Affiliated Companies

 

 

64,172

 

Other Long-Term Liabilities

 

132,679

 

142,214

 

Total Deferred Credits and Other Liabilities

 

1,941,250

 

2,044,339

 

 

 

 

 

 

 

Capitalization:

 

 

 

 

 

Long-Term Debt

 

1,797,389

 

1,499,417

 

 

 

 

 

 

 

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

 

1,225,425

 

1,420,828

 

Common Stockholder’s Equity

 

2,218,050

 

2,413,453

 

Total Capitalization

 

4,058,439

 

3,955,870

 

 

 

 

 

 

 

Total Liabilities and Capitalization

 

$

6,878,557

 

$

6,911,121

 

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

10



Table of Contents

NSTAR ELECTRIC COMPANY AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

 

 

For the Three Months Ended March 31,

 

(Thousands of Dollars)

 

2014

 

2013

 

 

 

 

 

 

 

Operating Revenues

 

$

666,188

 

$

592,257

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

Purchased Power and Transmission

 

319,082

 

214,053

 

Operations and Maintenance

 

85,924

 

92,301

 

Depreciation

 

46,626

 

45,441

 

Amortization of Regulatory Assets, Net

 

15,664

 

46,994

 

Amortization of Rate Reduction Bonds

 

 

15,054

 

Energy Efficiency Programs

 

48,329

 

51,703

 

Taxes Other Than Income Taxes

 

32,151

 

32,174

 

Total Operating Expenses

 

547,776

 

497,720

 

Operating Income

 

118,412

 

94,537

 

 

 

 

 

 

 

Interest Expense:

 

 

 

 

 

Interest on Long-Term Debt

 

20,756

 

19,991

 

Other Interest

 

304

 

(4,068

)

Interest Expense

 

21,060

 

15,923

 

Other Income/(Loss), Net

 

(31

)

773

 

Income Before Income Tax Expense

 

97,321

 

79,387

 

Income Tax Expense

 

39,234

 

31,265

 

Net Income

 

$

58,087

 

$

48,122

 

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

11



Table of Contents

NSTAR ELECTRIC COMPANY AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

For the Three Months Ended March 31,

 

(Thousands of Dollars)

 

2014

 

2013

 

 

 

 

 

 

 

Operating Activities, SERP:

 

 

 

 

 

Net Income

 

$

58,087

 

$

48,122

 

Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:

 

 

 

 

 

Depreciation

 

46,626

 

45,441

 

Deferred Income Taxes

 

1,585

 

26,571

 

Pension, SERP and PBOP Expense, Net of Contributions

 

(4,908

)

6,420

 

Regulatory Underrecoveries, Net

 

6,423

 

(2,951

)

Amortization of Regulatory Assets, Net

 

15,664

 

46,994

 

Amortization of Rate Reduction Bonds

 

 

15,054

 

Bad Debt Expense

 

6,096

 

5,523

 

Other

 

(15,538

)

(23,969

)

Changes in Current Assets and Liabilities:

 

 

 

 

 

Receivables and Unbilled Revenues, Net

 

(14,348

)

(31,455

)

Materials and Supplies

 

(3,606

)

(7,060

)

Taxes Receivable/Accrued, Net

 

21,504

 

(22,501

)

Accounts Payable

 

86,309

 

1,867

 

Accounts Receivable from/Payable to Affiliates, Net

 

(43,654

)

(37,547

)

Other Current Assets and Liabilities, Net

 

31,112

 

18,916

 

Net Cash Flows Provided by Operating Activities

 

191,352

 

89,425

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

Investments in Property, Plant and Equipment

 

(94,957

)

(107,573

)

(Increase)/Decrease in Special Deposits

 

(530

)

33,631

 

Other Investing Activities

 

41

 

(86

)

Net Cash Flows Used in Investing Activities

 

(95,446

)

(74,028

)

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

Cash Dividends on Common Stock

 

(253,000

)

 

Cash Dividends on Preferred Stock

 

(490

)

(490

)

(Decrease)/Increase in Notes Payable

 

(103,500

)

32,000

 

Issuance of Long-Term Debt

 

300,000

 

 

Retirements of Rate Reduction Bonds

 

 

(43,493

)

Other Financing Activities

 

(4,902

)

 

Net Cash Flows Used in Financing Activities

 

(61,892

)

(11,983

)

Net Increase in Cash and Cash Equivalents

 

34,014

 

3,414

 

Cash and Cash Equivalents - Beginning of Period

 

8,021

 

13,695

 

Cash and Cash Equivalents - End of Period

 

$

42,035

 

$

17,109

 

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

12



Table of Contents

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

March 31,

 

December 31,

 

(Thousands of Dollars)

 

2014

 

2013

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash

 

$

4,284

 

$

130

 

Receivables, Net

 

88,143

 

76,331

 

Accounts Receivable from Affiliated Companies

 

479

 

90

 

Unbilled Revenues

 

38,327

 

38,344

 

Taxes Receivable

 

20,968

 

2,180

 

Fuel, Materials and Supplies

 

94,410

 

128,736

 

Regulatory Assets

 

83,832

 

92,194

 

Prepayments and Other Current Assets

 

7,270

 

21,920

 

Total Current Assets

 

337,713

 

359,925

 

 

 

 

 

 

 

Property, Plant and Equipment, Net

 

2,486,440

 

2,467,556

 

 

 

 

 

 

 

Deferred Debits and Other Assets:

 

 

 

 

 

Regulatory Assets

 

210,702

 

219,346

 

Other Long-Term Assets

 

40,621

 

39,891

 

Total Deferred Debits and Other Assets

 

251,323

 

259,237

 

 

 

 

 

 

 

Total Assets

 

$

3,075,476

 

$

3,086,718

 

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

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Table of Contents

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

March 31,

 

December 31,

 

(Thousands of Dollars)

 

2014

 

2013

 

 

 

 

 

 

 

LIABILITIES AND CAPITALIZATION

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Notes Payable to NU Parent

 

$

39,900

 

$

86,500

 

Long-Term Debt - Current Portion

 

50,000

 

50,000

 

Accounts Payable

 

59,847

 

82,920

 

Accounts Payable to Affiliated Companies

 

28,009

 

22,040

 

Regulatory Liabilities

 

27,333

 

20,643

 

Accumulated Deferred Income Taxes

 

22,811

 

28,596

 

Other Current Liabilities

 

46,880

 

51,729

 

Total Current Liabilities

 

274,780

 

342,428

 

 

 

 

 

 

 

Deferred Credits and Other Liabilities:

 

 

 

 

 

Accumulated Deferred Income Taxes

 

539,255

 

500,166

 

Regulatory Liabilities

 

51,769

 

51,723

 

Accrued SERP and PBOP

 

15,321

 

15,272

 

Other Long-Term Liabilities

 

46,559

 

46,247

 

Total Deferred Credits and Other Liabilities

 

652,904

 

613,408

 

 

 

 

 

 

 

Capitalization:

 

 

 

 

 

Long-Term Debt

 

999,081

 

999,006

 

 

 

 

 

 

 

Common Stockholder’s Equity:

 

 

 

 

 

Common Stock

 

 

 

Capital Surplus, Paid In

 

702,304

 

701,911

 

Retained Earnings

 

454,653

 

438,515

 

Accumulated Other Comprehensive Loss

 

(8,246

)

(8,550

)

Common Stockholder’s Equity

 

1,148,711

 

1,131,876

 

Total Capitalization

 

2,147,792

 

2,130,882

 

 

 

 

 

 

 

Total Liabilities and Capitalization

 

$

3,075,476

 

$

3,086,718

 

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

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Table of Contents

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

 

 

For the Three Months Ended March 31,

 

(Thousands of Dollars)

 

2014

 

2013

 

 

 

 

 

 

 

Operating Revenues

 

$

299,833

 

$

273,829

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

Purchased Power, Fuel and Transmission

 

115,246

 

101,024

 

Operations and Maintenance

 

62,212

 

59,729

 

Depreciation

 

24,215

 

22,568

 

Amortization of Regulatory Assets/(Liabilities), Net

 

12,562

 

(3,051

)

Amortization of Rate Reduction Bonds

 

 

14,756

 

Energy Efficiency Programs

 

3,839

 

3,669

 

Taxes Other Than Income Taxes

 

17,715

 

17,016

 

Total Operating Expenses

 

235,789

 

215,711

 

Operating Income

 

64,044

 

58,118

 

 

 

 

 

 

 

Interest Expense:

 

 

 

 

 

Interest on Long-Term Debt

 

11,526

 

11,881

 

Other Interest

 

445

 

287

 

Interest Expense

 

11,971

 

12,168

 

Other Income, Net

 

265

 

1,030

 

Income Before Income Tax Expense

 

52,338

 

46,980

 

Income Tax Expense

 

19,700

 

17,984

 

Net Income

 

$

32,638

 

$

28,996

 

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

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

Net Income

 

$

32,638

 

$

28,996

 

Other Comprehensive Income, Net of Tax:

 

 

 

 

 

Qualified Cash Flow Hedging Instruments

 

290

 

291

 

Changes in Unrealized Gains/(Losses) on Other Securities

 

14

 

(11

)

Changes in Funded Status of Pension, SERP and PBOP Benefit Plans

 

 

(3

)

Other Comprehensive Income, Net of Tax

 

304

 

277

 

Comprehensive Income

 

$

32,942

 

$

29,273

 

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

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Table of Contents

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

For the Three Months Ended March 31,

 

(Thousands of Dollars)

 

2014

 

2013

 

 

 

 

 

 

 

Operating Activities:

 

 

 

 

 

Net Income

 

$

32,638

 

$

28,996

 

Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:

 

 

 

 

 

Depreciation

 

24,215

 

22,568

 

Deferred Income Taxes

 

33,667

 

10,143

 

Pension, SERP and PBOP Expense

 

1,961

 

8,022

 

Pension and PBOP Contributions

 

(30

)

(35,146

)

Regulatory Over/(Under) Recoveries, Net

 

6,827

 

(799

)

Amortization of Regulatory Assets/(Liabilities), Net

 

12,562

 

(3,051

)

Amortization of Rate Reduction Bonds

 

 

14,756

 

Other

 

2,729

 

(1,505

)

Changes in Current Assets and Liabilities:

 

 

 

 

 

Receivables and Unbilled Revenues, Net

 

(14,268

)

(13,889

)

Fuel, Materials and Supplies

 

34,326

 

562

 

Taxes Receivable/Accrued, Net

 

(30,254

)

23,137

 

Accounts Payable

 

3,403

 

31,257

 

Other Current Assets and Liabilities, Net

 

21,505

 

22,152

 

Net Cash Flows Provided by Operating Activities

 

129,281

 

107,203

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

Investments in Property, Plant and Equipment

 

(61,864

)

(64,956

)

Other Investing Activities

 

(76

)

(17

)

Net Cash Flows Used in Investing Activities

 

(61,940

)

(64,973

)

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

Cash Dividends on Common Stock

 

(16,500

)

(17,000

)

Decrease in Notes Payable to NU Parent

 

(46,600

)

(9,900

)

Retirements of Rate Reduction Bonds

 

 

(14,320

)

Other Financing Activities

 

(87

)

(127

)

Net Cash Flows Used in Financing Activities

 

(63,187

)

(41,347

)

Net Increase in Cash

 

4,154

 

883

 

Cash - Beginning of Period

 

130

 

2,493

 

Cash - End of Period

 

$

4,284

 

$

3,376

 

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

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Table of Contents

WESTERN MASSACHUSETTS ELECTRIC COMPANY

CONDENSED BALANCE SHEETS

(Unaudited)

 

 

March 31,

 

December 31,

 

(Thousands of Dollars)

 

2014

 

2013

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash

 

$

4,227

 

$

 

Receivables, Net

 

54,844

 

49,018

 

Accounts Receivable from Affiliated Companies

 

5,996

 

47,607

 

Unbilled Revenues

 

16,531

 

16,562

 

Taxes Receivable

 

12,845

 

432

 

Regulatory Assets

 

49,578

 

43,024

 

Marketable Securities

 

19,194

 

26,628

 

Prepayments and Other Current Assets

 

9,663

 

10,479

 

Total Current Assets

 

172,878

 

193,750

 

 

 

 

 

 

 

Property, Plant and Equipment, Net

 

1,398,810

 

1,381,060

 

 

 

 

 

 

 

Deferred Debits and Other Assets:

 

 

 

 

 

Regulatory Assets

 

132,181

 

146,088

 

Marketable Securities

 

38,710

 

31,243

 

Other Long-Term Assets

 

40,956

 

40,679

 

Total Deferred Debits and Other Assets

 

211,847

 

218,010

 

 

 

 

 

 

 

Total Assets

 

$

1,783,535

 

$

1,792,820

 

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

17



Table of Contents

WESTERN MASSACHUSETTS ELECTRIC COMPANY


CONDENSED BALANCE SHEETS

(Unaudited)

 

 

March 31,

 

December 31,

 

(Thousands of Dollars)

 

2014

 

2013

 

 

 

 

 

 

 

LIABILITIES AND CAPITALIZATION

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Notes Payable to NU Parent

 

$

37,400

 

$

 

Accounts Payable

 

38,407

 

62,961

 

Accounts Payable to Affiliated Companies

 

18,154

 

9,230

 

Accrued Interest

 

2,837

 

7,525

 

Regulatory Liabilities

 

21,816

 

19,858

 

Accumulated Deferred Income Taxes

 

15,361

 

13,098

 

Counterparty Deposits

 

3,188

 

7,688

 

Other Current Liabilities

 

15,563

 

20,629

 

Total Current Liabilities

 

152,726

 

140,989

 

 

 

 

 

 

 

Deferred Credits and Other Liabilities:

 

 

 

 

 

Accumulated Deferred Income Taxes

 

409,493

 

396,933

 

Regulatory Liabilities

 

10,445

 

13,873

 

Accrued SERP and PBOP

 

3,850

 

3,911

 

Other Long-Term Liabilities

 

29,411

 

28,619

 

Total Deferred Credits and Other Liabilities

 

453,199

 

443,336

 

 

 

 

 

 

 

Capitalization:

 

 

 

 

 

Long-Term Debt

 

629,162

 

629,389

 

 

 

 

 

 

 

Common Stockholder’s Equity:

 

 

 

 

 

Common Stock

 

10,866

 

10,866

 

Capital Surplus, Paid In

 

390,895

 

390,743

 

Retained Earnings

 

150,117

 

181,014

 

Accumulated Other Comprehensive Loss

 

(3,430

)

(3,517

)

Common Stockholder’s Equity

 

548,448

 

579,106

 

Total Capitalization

 

1,177,610

 

1,208,495

 

 

 

 

 

 

 

Total Liabilities and Capitalization

 

$

1,783,535

 

$

1,792,820

 

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

18



Table of Contents

WESTERN MASSACHUSETTS ELECTRIC COMPANY

CONDENSED STATEMENTS OF INCOME

(Unaudited)

 

 

For the Three Months Ended March 31,

 

(Thousands of Dollars)

 

2014

 

2013

 

 

 

 

 

 

 

Operating Revenues

 

$

137,409

 

$

124,953

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

Purchased Power and Transmission

 

49,431

 

40,044

 

Operations and Maintenance

 

22,579

 

20,928

 

Depreciation

 

10,321

 

8,970

 

Amortization of Regulatory Assets, Net

 

399

 

129

 

Amortization of Rate Reduction Bonds

 

 

4,689

 

Energy Efficiency Programs

 

11,865

 

8,315

 

Taxes Other Than Income Taxes

 

8,082

 

6,288

 

Total Operating Expenses

 

102,677

 

89,363

 

Operating Income

 

34,732

 

35,590

 

 

 

 

 

 

 

Interest Expense:

 

 

 

 

 

Interest on Long-Term Debt

 

6,062

 

6,082

 

Other Interest

 

(416

)

211

 

Interest Expense

 

5,646

 

6,293

 

Other Income, Net

 

574

 

1,004

 

Income Before Income Tax Expense

 

29,660

 

30,301

 

Income Tax Expense

 

11,558

 

11,698

 

Net Income

 

$

18,102

 

$

18,603

 

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

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

Net Income

 

$

18,102

 

$

18,603

 

Other Comprehensive Income, Net of Tax:

 

 

 

 

 

Qualified Cash Flow Hedging Instruments

 

85

 

85

 

Changes in Unrealized Gains/(Losses) on Other Securities

 

2

 

(2

)

Other Comprehensive Income, Net of Tax

 

87

 

83

 

Comprehensive Income

 

$

18,189

 

$

18,686

 

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

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Table of Contents

WESTERN MASSACHUSETTS ELECTRIC COMPANY

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

For the Three Months Ended March 31,

 

(Thousands of Dollars)

 

2014

 

2013

 

 

 

 

 

 

 

Operating Activities:

 

 

 

 

 

Net Income

 

$

18,102

 

$

18,603

 

Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:

 

 

 

 

 

Depreciation

 

10,321

 

8,970

 

Deferred Income Taxes

 

14,688

 

16,828

 

Regulatory Over/(Under) Recoveries, Net

 

5,780

 

(2,357

)

Amortization of Regulatory Assets, Net

 

399

 

129

 

Amortization of Rate Reduction Bonds

 

 

4,689

 

Other

 

(1,351

)

(1,299

)

Changes in Current Assets and Liabilities:

 

 

 

 

 

Receivables and Unbilled Revenues, Net

 

34,905

 

(4,907

)

Taxes Receivable/Accrued, Net

 

(17,126

)

21,600

 

Accounts Payable

 

(10,516

)

17,667

 

Other Current Assets and Liabilities, Net

 

(8,869

)

(8,931

)

Net Cash Flows Provided by Operating Activities

 

46,333

 

70,992

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

Investments in Property, Plant and Equipment

 

(30,347

)

(66,340

)

Proceeds from Sales of Marketable Securities

 

34,656

 

21,035

 

Purchases of Marketable Securities

 

(34,804

)

(21,191

)

Other Investing Activities

 

 

500

 

Net Cash Flows Used in Investing Activities

 

(30,495

)

(65,996

)

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

Cash Dividends on Common Stock

 

(49,000

)

(10,000

)

Increase in Notes Payable to NU Parent

 

37,400

 

11,500

 

Retirement of Rate Reduction Bonds

 

 

(4,716

)

Other Financing Activities

 

(11

)

(13

)

Net Cash Flows Used in Financing Activities

 

(11,611

)

(3,229

)

Net Increase in Cash

 

4,227

 

1,767

 

Cash - Beginning of Period

 

 

1

 

Cash - End of Period

 

$

4,227

 

$

1,768

 

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

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Table of Contents

NORTHEAST UTILITIES AND SUBSIDIARIES

THE CONNECTICUT LIGHT AND POWER COMPANY

NSTAR ELECTRIC COMPANY AND SUBSIDIARY

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY

WESTERN MASSACHUSETTS ELECTRIC COMPANY

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


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


1.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


A.

Basis of Presentation

NU is a public utility holding company primarily engaged through its wholly owned regulated utility subsidiaries in the energy delivery business.  On April 10, 2012, NU acquired 100 percent of the outstanding common shares of NSTAR and its subsidiaries.  NU'sNU’s wholly owned regulated utility subsidiaries consist of CL&P, NSTAR Electric, PSNH, WMECO, Yankee Gas and NSTAR Gas.  NU provides energy delivery service to approximately 3.6 million electric and natural gas customers through these six regulated utilities in Connecticut, Massachusetts and New Hampshire.  NU's consolidated financial information does not include NSTAR and its subsidiaries' results of operations for the three months ended March 31, 2012.  The information disclosed for NSTAR Electric represents its results of operations for the three and nine months ended September 30, 2013 and 2012, presented on a comparable basis.


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


The combined notes to the financial statements have been prepared pursuant to the rules and regulations of the SEC.  Certain information and footnote disclosures included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations.  The accompanying financial statements should be read in conjunction with the entirety of this combined Quarterly Report on Form 10-Q the first and second quarter 2013 combined Quarterly Reports on Form 10-Q and the 20122013 combined Annual Report on Form 10-K of NU, CL&P, NSTAR Electric, PSNH and WMECO, which werewas filed with the SEC.  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 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.


The financial statements contain, in the opinion of management, all adjustments (including normal, recurring adjustments) necessary to present fairly NU’s, CL&P's,&P’s, NSTAR Electric’s, PSNH'sPSNH’s and WMECO'sWMECO’s financial position as of September 30, 2013March 31, 2014 and December 31, 2012,2013, and the results of operations, and comprehensive income for the three and nine months ended September 30, 2013 and 2012, and the cash flows for the ninethree months ended September 30, 2013March 31, 2014 and 2012.2013.  The results of operations, and comprehensive income for the three and nine months ended September 30, 2013 and 2012, and the cash flows for the ninethree months ended September 30,March 31, 2014 and 2013 and 2012, are not necessarily indicative of the results expected for a full year.  The demand for electricity and natural gas is affected by weather conditions, economic conditions, and consumer conservation (including company-sponsored energy efficiency programs).  Electric energy sales and revenues are typically higher in the winter and summer months than in the spring and fall months.  Natural gas sales and revenues are typically higher in the winter months than during other periods of the year.


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


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


Certain reclassifications of prior period data were made in the accompanying balance sheets for NU, CL&P and PSNH, statements of income for NU, NSTAR Electric, PSNH and WMECO, and the statements of cash flows for all companies presented.CL&P, NSTAR Electric and WMECO.  These reclassifications were made to conform to the current period’s presentation.


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21



B.

Accounting Standards

Recently Adopted Accounting Standards:  In the first quarter of 2013,Standards

On January 1, 2014, as required, NU prospectively adopted the following Financial Accounting Standards Board’s (FASB) final Accounting Standards Updates (ASU) relating to additional disclosure requirements:


Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income:Requires entities to disclose additional information about items reclassified out of AOCI.  The ASU does not change existing guidance on which items should be reclassified out of AOCI but requires disclosures about the components of AOCI and the amount of reclassification adjustments to be presented in one location.  The ASU was effective beginning in the first quarter of 2013 and was applied prospectively.  For further information, see Note 11, "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.  The disclosure requirements apply to derivative instruments, do not change existing guidance on which items should be offset in the balance sheets and require disclosures about the items that are offset. The ASU was effective beginning in the first quarter of 2013 with retrospective application.  For further information, see Note 4, "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:  In July 2013, the FASB issued a final ASU that requiresrequired presentation of certain unrecognized tax benefits as reductions to deferred tax assets rather than as liabilities.  Management is currently evaluatingassets.  Implementation of this guidance had an immaterial impact on the balance sheetsheets and no impact of implementing this standard.  The ASU does not impacton the results of operations or cash flows.flows of NU, CL&P, NSTAR Electric, PSNH and WMECO.

C.                                   


C.

Provision for Uncollectible Accounts

NU, 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 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'smanagement’s assessment of collectibility from individual customers.  Management continuously assesses the collectibility of receivables, and if circumstances change,adjusts collectibility estimates are adjusted accordingly.based on actual experience.  Receivable balances are written off against the provision for uncollectible accounts when the accounts are terminated and these balances are deemed to be uncollectible.


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


(Millions of Dollars)

 

As of September 30, 2013

 

As of December 31, 2012

 

As of March 31, 2014

 

As of December 31, 2013

 

NU

 

$

182.5 

 

$

165.5 

 

$

180.0

 

$

171.3

 

CL&P

 

 

85.8 

 

 

77.6 

 

83.4

 

82.0

 

NSTAR Electric

 

 

45.9 

 

 

44.1 

 

43.1

 

41.7

 

PSNH

 

 

7.7 

 

 

6.8 

 

7.8

 

7.4

 

WMECO

 

 

10.4 

 

 

8.5 

 

10.6

 

10.0

 


D.

Fair Value Measurements

Fair value measurement guidance is applied to derivative contracts recorded at fair valuethat 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 used to calculate the funded status of pension and PBOP plans and nonrecurring fair value measurements of nonfinancial assets such as goodwill and AROs.


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


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


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


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


Determination of Fair Value:  The valuation techniques and inputs used in NU'sNU’s fair value measurements are described in Note 4, "Derivative“Derivative Instruments," Note 5, "Marketable“Marketable Securities," and Note 10, "Fair9, “Fair Value of Financial Instruments," to the financial statements.




22



E.

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.  Investment income/(loss) primarily relates to debt and equity securities held in trust.  For further information, see Note 5, “Marketable Securities,” to the financial statements.  For CL&P, NSTAR Electric, PSNH and WMECO, equity in earnings relate to investments in CYAPC, YAEC and MYAPC as well as NSTAR Electric'sElectric’s investment in two regional transmission companies, which are all accounted for on the equity method.  On an NU consolidated basis, equity in earnings relate to the investment in MYAPC and NU'sNU’s investment in two regional transmission companies.


F.22



Table of Contents

F.Other Taxes

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


For the Three Months Ended

 

For the Nine Months Ended

 

For the Three Months Ended

 

(Millions of Dollars)

September 30, 2013

 

September 30, 2012

 

September 30, 2013

 

September 30, 2012

 

March 31, 2014

 

March 31, 2013

 

NU

$

37.5 

 

$

 36.4 

 

$

108.9 

 

$

102.0 

 

$

44.4

 

$

38.4

 

CL&P

 

35.5 

 

 34.4 

 

97.3 

 

91.5 

 

35.6

 

32.0

 


Certain sales taxes are also collected by NU'sNU’s companies that serve customers in Connecticut and Massachusetts as agents for state and local governments and are recorded on a net basis with no impact on the statements of income.


G.

Supplemental Cash Flow Information

Non-cash investing activities include plant additions included in Accounts Payable as follows:

 

 

 

 

 

 

 

 

 

 

(Millions of Dollars)

As of September 30, 2013

 

As of September 30, 2012

 

NU

$

122.9 

 

$

139.9 

 

CL&P

 

36.6 

 

 

45.9 

 

NSTAR Electric

 

31.9 

 

 

21.5 

 

PSNH

 

16.9 

 

 

20.1 

 

WMECO

 

13.8 

 

 

35.1 

 


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

(Millions of Dollars)

 

As of March 31, 2014

 

As of March 31, 2013

 

NU

 

$

108.5

 

$

98.7

 

CL&P

 

36.2

 

28.2

 

NSTAR Electric

 

28.0

 

30.7

 

PSNH

 

14.4

 

12.9

 

WMECO

 

14.4

 

15.8

 

H.Severance Benefits

In the thirdfirst quarter of 2013,2014, NU recorded severance benefit expenses of $9.2$4.3 million in connectionassociated with the partial outsourcing of information technology functions made as part ofand ongoing post-merger integration.  As of September 30,March 31, 2014 and December 31, 2013, the severance accrual totaled $14.2$17.7 million and $14.7 million, respectively, and was included in Other Current Liabilities on the accompanying balance sheet.sheets.


2.I.Restricted Cash

On March 28, 2014, CYAPC and YAEC received payment of $163.3 million of the DOE Phase II Damages proceeds. It is anticipated that in the second quarter of 2014, the Yankee Companies will complete the FERC review process and return these amounts to the member companies, including CL&P, NSTAR Electric, PSNH, and WMECO, for the benefit of their respective customers.  As a result of the consolidation of CYAPC and YAEC, the cash received is included in Other Long-Term Assets on the NU consolidated balance sheet pending refund.  For further information, see Note 8B, “Commitments and Contingencies - Contractual Obligations - Yankee Companies.”

2.REGULATORY ACCOUNTING


The rates charged to the customers of NU'sNU’s Regulated companies are designed to collect each company'scompany’s costs to provide service, including a return on investment.  Therefore, the accounting policies of the Regulated companies reflectfollow 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'companies’ operations, or that 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 are as follows:


As of September 30, 2013

 

As of December 31, 2012

 

As of March 31, 2014

 

As of December 31, 2013

 

(Millions of Dollars)

NU

 

NU

 

NU

 

NU

 

Benefit Costs

$

 2,256.0 

 

$

 2,452.1 

 

$

1,205.4

 

$

1,240.2

 

Regulatory Assets Offsetting Derivative Liabilities

 

 770.3 

 

 

 885.6 

Derivative Liabilities

 

564.9

 

638.0

 

Income Taxes, Net

 

629.2

 

626.2

 

Storm Restoration Costs

 

580.9

 

589.6

 

Goodwill

 

 531.1 

 

 

 537.6 

 

520.8

 

525.9

 

Storm Restoration Costs

 

 621.0 

 

 

 547.7 

Income Taxes, Net

 

 587.5 

 

 

 516.2 

Securitized Assets

 

 37.4 

 

 

 232.6 

Contractual Obligations

 

 170.9 

 

 

 217.6 

Regulatory Tracker Mechanisms

 

347.4

 

323.4

 

Buy Out Agreements for Power Contracts

 

 76.0 

 

 

 92.9 

 

63.4

 

70.2

 

Regulatory Tracker Deferrals

 

 163.3 

 

 

 190.1 

Asset Retirement Obligations

 

 93.0 

 

 

 88.8 

Other Regulatory Assets

 

 50.1 

 

 

 76.2 

 

147.6

 

281.0

 

Total Regulatory Assets

 

 5,356.6 

 

 

 5,837.4 

 

4,059.6

 

4,294.5

 

Less: Current Portion

 

 474.2 

 

 

 705.0 

 

573.0

 

535.8

 

Total Long-Term Regulatory Assets

$

 4,882.4 

 

$

 5,132.4 

 

$

3,486.6

 

$

3,758.7

 


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23

 

 

As of March 31, 2014

 

As of December 31, 2013

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

(Millions of Dollars)

 

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

 

Benefit Costs

 

$

287.1

 

$

321.3

 

$

96.7

 

$

55.1

 

$

297.7

 

$

496.7

 

$

100.6

 

$

57.3

 

Derivative Liabilities

 

557.0

 

7.9

 

 

 

630.4

 

7.7

 

 

 

Income Taxes, Net

 

419.7

 

82.5

 

39.4

 

43.5

 

415.5

 

84.0

 

40.3

 

43.7

 

Storm Restoration Costs

 

395.3

 

109.2

 

40.3

 

36.1

 

397.8

 

109.3

 

43.7

 

38.8

 

Goodwill

 

 

447.1

 

 

 

 

451.5

 

 

 

Regulatory Tracker Mechanisms

 

33.3

 

182.7

 

75.2

 

31.6

 

8.0

 

169.5

 

83.3

 

32.6

 

Buy Out Agreements for Power Contracts

 

 

58.3

 

5.1

 

 

 

64.7

 

5.5

 

 

Other Regulatory Assets

 

64.1

 

55.5

 

37.8

 

15.5

 

64.6

 

55.9

 

38.1

 

16.7

 

Total Regulatory Assets

 

1,756.5

 

1,264.5

 

294.5

 

181.8

 

1,814.0

 

1,439.3

 

311.5

 

189.1

 

Less: Current Portion

 

175.9

 

222.6

 

83.8

 

49.6

 

150.9

 

204.1

 

92.2

 

43.0

 

Total Long-Term Regulatory Assets

 

$

1,580.6

 

$

1,041.9

 

$

210.7

 

$

132.2

 

$

1,663.1

 

$

1,235.2

 

$

219.3

 

$

146.1

 




 

 

As of September 30, 2013

 

As of December 31, 2012

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

(Millions of Dollars)

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

Benefit Costs

$

 509.3 

 

$

 824.3 

 

$

 199.6 

 

$

 103.8 

 

$

 563.2 

 

$

 781.2 

 

$

 223.7 

 

$

 116.0 

Regulatory Assets Offsetting

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Liabilities

 

 755.3 

 

 

 11.6 

 

 

 0.3 

 

 

 - 

 

 

 866.2 

 

 

 14.9 

 

 

 - 

 

 

 3.0 

Goodwill

 

 - 

 

 

 455.9 

 

 

 - 

 

 

 - 

 

 

 - 

 

 

 461.5 

 

 

 - 

 

 

 - 

Storm Restoration Costs

 

 439.4 

 

 

 114.0 

 

 

 27.9 

 

 

 39.7 

 

 

 413.9 

 

 

 55.8 

 

 

 34.5 

 

 

 43.5 

Income Taxes, Net

 

 385.3 

 

 

 84.8 

 

 

 36.5 

 

 

 42.1 

 

 

 367.5 

 

 

 47.1 

 

 

 36.2 

 

 

 31.0 

Securitized Assets

 

 - 

 

 

 37.4 

 

 

 - 

 

 

 - 

 

 

 - 

 

 

 205.1 

 

 

 19.7 

 

 

 7.8 

Contractual Obligations

 

 20.0 

 

 

 6.4 

 

 

 - 

 

 

 4.6 

 

 

 64.0 

 

 

 22.8 

 

 

 - 

 

 

 14.9 

Buy Out Agreements for Power Contracts

 

 - 

 

 

 70.1 

 

 

 5.9 

 

 

 - 

 

 

 - 

 

 

 85.9 

 

 

 7.0 

 

 

 - 

Regulatory Tracker Deferrals

 

 - 

 

 

 83.6 

 

 

 52.5 

 

 

 21.5 

 

 

 12.2 

 

 

 71.4 

 

 

 49.3 

 

 

 31.9 

Asset Retirement Obligations

 

 31.1 

 

 

 30.7 

 

 

 14.7 

 

 

 3.7 

 

 

 29.4 

 

 

 29.4 

 

 

 14.2 

 

 

 3.5 

Other Regulatory Assets

 

 28.7 

 

 

 9.2 

 

 

 31.7 

 

 

 17.2 

 

 

 27.9 

 

 

 16.9 

 

 

 29.4 

 

 

 12.6 

Total Regulatory Assets

 

 2,169.1 

 

 

 1,728.0 

 

 

 369.1 

 

 

 232.6 

 

 

 2,344.3 

 

 

 1,792.0 

 

 

 414.0 

 

 

 264.2 

Less:  Current Portion

 

 147.1 

 

 

 189.8 

 

 

 67.7 

 

 

 37.9 

 

 

 185.9 

 

 

 347.1 

 

 

 62.9 

 

 

 42.4 

Total Long-Term Regulatory Assets

$

 2,022.0 

 

$

 1,538.2 

 

$

 301.4 

 

$

 194.7 

 

$

 2,158.4 

 

$

 1,444.9 

 

$

 351.1 

 

$

 221.8 


Benefit Costs:  For information related to the Regulated companies’ pension and other postretirement benefits, see Note 7, “Pension Benefits and Postretirement Benefits Other Than Pensions.”

Storm Restoration Costs:  The storm restoration cost deferrals relateFrom 2011 to costs incurred at2013, CL&P, NSTAR Electric, PSNH and WMECO thatexperienced several significant storm events.  As a result of these storm events, each company expectssuffered extensive damage to collect from customers.its distribution and transmission systems resulting in customer outages.  Each company incurred significant costs to repair damage and restore customer service.  The storm restoration cost regulatory asset balance at CL&P, NSTAR Electric, PSNH and WMECO primarily reflects incremental costs incurred for Tropical Storm Irene, the October 2011 snowstorm, Storm Sandy and the February 2013 blizzard.  For PSNH, costs incurred associated with these storms are recorded in Other Long-Term Assets.  Themajor storm restoration cost regulatory asset balance at PSNH primarily reflects costs incurred for storms in 2008 and 2010, which are currently being recovered in rates.events.  Management believes the storm restoration costs were prudent and meet the criteria for specific cost recovery in Connecticut, Massachusetts and New Hampshire and asthat recovery from customers is probable through the applicable regulatory recovery process.

On March 12, 2014, the PURA issued a result, are probable of recovery.  Each operating company is seekingfinal decision on CL&P’s request to recover storm restoration costs associated with five major storms, which occurred in 2011 and 2012.  The PURA approved recovery of these$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 recovered through depreciation expense in future rate proceedings.  CL&P will recover the $365 million with carrying charges in its applicable regulatory recovery process.distribution rates over a six-year period beginning December 1, 2014.  The remaining costs were either disallowed or we believe will be recovered from other sources.  These costs did not have a material impact on CL&P’s financial position, results of operations or cash flows.


Regulatory Costs in Other Long-Term Assets:  The Regulated companies had $95.1$71.7 million ($3.412.4 million for CL&P, $31.3$33.7 million for NSTAR Electric, $37.3 million for PSNH, and $7.9$10.2 million for WMECO) and $69.9$65.1 million ($3.97.3 million for CL&P, $25.4$33.4 million for NSTAR Electric, $35.7 million for PSNH, and $1.4$10.1 million for WMECO) of additional regulatory costs as of September 30, 2013March 31, 2014 and December 31, 2012,2013, respectively, whichthat were included in Other Long-Term Assets on the balance sheets.  These amounts represent incurred costs for which specific recovery has not yet been specifically approved by the applicable regulatory agency.  ManagementHowever, 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.customers in rates.


Regulatory Liabilities:  The components of regulatory liabilities are as follows:


As of September 30, 2013

 

As of December 31, 2012

 

As of March 31, 2014

 

As of December 31, 2013

 

(Millions of Dollars)

NU

 

NU

 

NU

 

NU

 

Cost of Removal

$

 434.3 

 

$

 440.8 

 

$

437.3

 

$

435.1

 

Regulatory Tracker Deferrals

 

 168.6 

 

 95.1 

Regulatory Tracker Mechanisms

 

203.6

 

151.2

 

AFUDC - Transmission

 

 68.3 

 

 70.0 

 

67.8

 

68.1

 

Contractual Obligations - Yankee Companies

 

93.3

 

 

Other Regulatory Liabilities

 

 73.9 

 

 

 68.4 

 

53.3

 

52.9

 

Total Regulatory Liabilities

 

 745.1 

 

 674.3 

 

855.3

 

707.3

 

Less: Current Portion

 

 224.4 

 

 

 134.1 

 

263.8

 

204.3

 

Total Long-Term Regulatory Liabilities

$

 520.7 

 

$

 540.2 

 

$

591.5

 

$

503.0

 


 

As of September 30, 2013

 

As of December 31, 2012

 

As of March 31, 2014

 

As of December 31, 2013

 

 

 

 

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

 

CL&P

 

Electric

 

PSNH

 

WMECO

 

Cost of Removal

Cost of Removal

$

 31.2 

 

$

 247.2 

 

$

 49.8 

 

$

 - 

 

$

 44.2 

 

$

 240.3 

 

$

 51.2 

 

$

 - 

 

$

27.5

 

$

252.5

 

$

49.7

 

$

 

$

29.1

 

$

250.0

 

$

49.7

 

$

 

Regulatory Tracker Deferrals

 

 73.2 

 

 

 51.0 

 

 

 10.7 

 

 

 22.1 

 

 

 39.1 

 

 

 14.4 

 

 

 20.4 

 

 

 19.0 

Regulatory Tracker Mechanisms

 

105.6

 

43.8

 

27.5

 

22.4

 

95.6

 

21.9

 

21.6

 

21.1

 

AFUDC - Transmission

AFUDC - Transmission

 

 55.0 

 

 

 4.0 

 

 

 - 

 

 

 9.3 

 

 

 56.6 

 

 

 4.1 

 

 

 - 

 

 

 9.3 

 

54.5

 

4.0

 

 

9.3

 

54.7

 

4.1

 

 

9.3

 

Other Regulatory Liabilities

Other Regulatory Liabilities

 

 30.6 

 

 

 31.3 

 

 

 15.8 

 

 

 2.9 

 

 

 16.5 

 

 

 32.9 

 

 

 3.8 

 

 

 2.4 

 

9.8

 

30.4

 

1.9

 

0.5

 

8.4

 

31.1

 

1.0

 

3.4

 

Total Regulatory Liabilities

Total Regulatory Liabilities

 

 190.0 

 

 

 333.5 

 

 

 76.3 

 

 

 34.3 

 

 

 156.4 

 

 

 291.7 

 

 

 75.4 

 

 

 30.7 

 

197.4

 

330.7

 

79.1

 

32.2

 

187.8

 

307.1

 

72.3

 

33.8

 

Less: Current Portion

Less: Current Portion

 

 82.0 

 

 

 82.5 

 

 

 23.4 

 

 

 22.4 

 

 

 32.1 

 

 

 47.5 

 

 

 23.0 

 

 

 21.0 

 

107.3

 

73.6

 

27.3

 

21.8

 

94.0

 

54.0

 

20.6

 

19.9

 

Total Long-Term Regulatory Liabilities

Total Long-Term Regulatory Liabilities

$

 108.0 

 

$

 251.0 

 

$

 52.9 

 

$

 11.9 

 

$

 124.3 

 

$

 244.2 

 

$

 52.4 

 

$

 9.7 

 

$

90.1

 

$

257.1

 

$

51.8

 

$

10.4

 

$

93.8

 

$

253.1

 

$

51.7

 

$

13.9

 




For further information on matters related to the Yankee Companies, see Note 8B, “Commitments and Contingencies - Contractual Obligations - Yankee Companies,” to the financial statements.

24

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3.

PROPERTY, PLANT AND EQUIPMENT AND ACCUMULATED DEPRECIATION


The following tables summarize the NU, CL&P, NSTAR Electric, PSNH and WMECO investments in utility property, plant and equipment by asset category:


As of September 30, 2013

 

As of December 31, 2012

 

As of March 31, 2014

 

As of December 31, 2013

 

(Millions of Dollars)

(Millions of Dollars)

NU

 

NU

 

NU

 

NU

 

Distribution - Electric

Distribution - Electric

$

 11,735.4 

 

$

 11,438.2 

 

$

12,039.7

 

$

11,950.2

 

Distribution - Natural Gas

Distribution - Natural Gas

 

 2,352.4 

 

 2,274.2 

 

2,447.9

 

2,425.9

 

Transmission

Transmission

 

 6,009.0 

 

 5,541.1 

 

6,423.5

 

6,412.5

 

Generation

Generation

 

 1,142.1 

 

 

 1,146.6 

 

1,154.7

 

1,152.3

 

Electric and Natural Gas Utility

Electric and Natural Gas Utility

 

 21,238.9 

 

 20,400.1 

 

22,065.8

 

21,940.9

 

Other (1)

Other (1)

 

 505.2 

 

 

 429.3 

 

510.2

 

508.7

 

Property, Plant and Equipment, Gross

Property, Plant and Equipment, Gross

 

 21,744.1 

 

 20,829.4 

 

22,576.0

 

22,449.6

 

Less: Accumulated Depreciation

 

 

 

 

Electric and Natural Gas Utility   

 

 (5,331.0)

 

 (5,065.1)

Other

 

 (192.9)

 

 

 (171.5)

Less: Accumulated Depreciation Electric and Natural Gas Utility

 

(5,491.7

)

(5,387.0

)

Other

 

(204.7

)

(196.2

)

Total Accumulated Depreciation

Total Accumulated Depreciation

 

 (5,523.9)

 

 

 (5,236.6)

 

(5,696.4

)

(5,583.2

)

Property, Plant and Equipment, Net

Property, Plant and Equipment, Net

 

 16,220.2 

 

 15,592.8 

 

16,879.6

 

16,866.4

 

Construction Work in Progress

Construction Work in Progress

 

 967.7 

 

 

 1,012.2 

 

833.4

 

709.8

 

Total Property, Plant and Equipment, Net

Total Property, Plant and Equipment, Net

$

 17,187.9 

 

$

 16,605.0 

 

$

17,713.0

 

$

17,576.2

 



(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.NU’s unregulated companies.


As of September 30, 2013

 

As of December 31, 2012

 

As of March 31, 2014

 

As of December 31, 2013

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

(Millions of Dollars)

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric

 

PSNH

 

WMECO

 

Distribution

$

 4,836.1 

 

$

 4,622.7 

 

$

 1,569.7 

 

$

 746.3 

 

$

 4,691.3 

 

$

 4,539.9 

 

$

 1,520.1 

 

$

 724.2 

 

$

4,979.8

 

$

4,717.6

 

$

1,620.3

 

$

762.0

 

$

4,930.7

 

$

4,694.7

 

$

1,608.2

 

$

756.6

 

Transmission

 

 2,969.6 

 

 1,664.5 

 

 613.2 

 

 715.8 

 

 2,796.1 

 

 1,529.7 

 

 599.2 

 

 583.7 

 

3,074.8

 

1,769.0

 

701.7

 

831.7

 

3,071.9

 

1,772.3

 

695.7

 

826.4

 

Generation

 

 - 

 

 

 - 

 

 

 1,121.0 

 

 

 21.1 

 

 

 - 

 

 

 - 

 

 

 1,125.5 

 

 

 21.1 

 

 

 

1,133.6

 

21.1

 

 

 

1,131.2

 

21.1

 

Property, Plant and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment, Gross

 

 7,805.7 

 

 6,287.2 

 

 3,303.9 

 

 1,483.2 

 

 7,487.4 

 

 6,069.6 

 

 3,244.8 

 

 1,329.0 

Property, Plant and Equipment, Gross

 

8,054.6

 

6,486.6

 

3,455.6

 

1,614.8

 

8,002.6

 

6,467.0

 

3,435.1

 

1,604.1

 

Less: Accumulated Depreciation

 

 (1,778.7)

 

 

 (1,634.5)

 

 

 (1,001.7)

 

 

 (265.7)

 

 

 (1,698.1)

 

 

 (1,540.1)

 

 

 (954.0)

 

 

 (252.1)

 

(1,838.5

)

(1,664.6

)

(1,040.6

)

(278.4

)

(1,804.1

)

(1,631.3

)

(1,021.8

)

(271.5

)

Property, Plant and Equipment, Net

 

 6,027.0 

 

 4,652.7 

 

 2,302.2 

 

 1,217.5 

 

 5,789.3 

 

 4,529.5 

 

 2,290.8 

 

 1,076.9 

 

6,216.1

 

4,822.0

 

2,415.0

 

1,336.4

 

6,198.5

 

4,835.7

 

2,413.3

 

1,332.6

 

Construction Work in Progress

 

 299.2 

 

 

 270.7 

 

 

 106.8 

 

 

 135.2 

 

 

 363.7 

 

 

 205.8 

 

 

 61.7 

 

 

 213.6 

 

290.1

 

247.2

 

71.4

 

62.4

 

252.8

 

208.2

 

54.3

 

48.5

 

Total Property, Plant and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment, Net

$

 6,326.2 

 

$

 4,923.4 

 

$

 2,409.0 

 

$

 1,352.7 

 

$

 6,153.0 

 

$

 4,735.3 

 

$

 2,352.5 

 

$

 1,290.5 

Total Property, Plant and Equipment, Net

 

$

6,506.2

 

$

5,069.2

 

$

2,486.4

 

$

1,398.8

 

$

6,451.3

 

$

5,043.9

 

$

2,467.6

 

$

1,381.1

 


4.As discussed in Note 2, “Regulatory Accounting,” during the first quarter of 2014, as a result of a regulatory proceeding, CL&P reclassified approximately $18 million from Regulatory Assets to Property, Plant and Equipment, Net.

4.DERIVATIVE INSTRUMENTS


The Regulated companies purchase and procure energy and energy-related products for their customers, which are subject to price volatility.  The costs associated with supplying energy to customers are recoverable through customer 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 purchases or normal sales" (normal)and qualify for accrual accounting under the applicable accounting guidance.


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 for the fair values of derivatives, as costs are recovered from, or refunded to, customers in their respective energy supply rates.  For NU's remaining unregulated wholesale marketing contracts, changes in fair values of derivatives are included in Net Income.  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 costs 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.

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Table of Contents


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 present the gross fair values of contracts categorized by risk type and the net amountsamount recorded as current or long-term derivative asset or liability:


 

As of September 30, 2013

 

As of March 31, 2014

 

 

Commodity Supply and

 

 

 

Net Amount Recorded as

 

Commodity Supply and

 

 

 

Net Amount Recorded as

 

(Millions of Dollars)

(Millions of Dollars)

Price Risk Management

 

Netting (1)

 

Derivative Asset/(Liability)

 

Price Risk Management

 

Netting (1)

 

Derivative Asset/(Liability)

 

Current Derivative Assets:

Current Derivative Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 2:

 

 

 

 

 

 

 

NU (1)

 

$

1.2

 

$

(0.1

)

$

1.1

 

Level 3:

Level 3:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CL&P (1)

$

 17.3 

 

$

 (10.1)

 

$

 7.2 

NSTAR Electric

 

 0.4 

 

 

 - 

 

 

 0.4 

Other

 

 1.3 

 

 

 - 

 

 

 1.3 

Total Current Derivative Assets

$

 19.0 

 

$

 (10.1)

 

$

 8.9 

NU (1)

 

17.8

 

(9.7

)

8.1

 

CL&P (1)

 

17.0

 

(9.7

)

7.3

 

NSTAR Electric

 

0.8

 

 

0.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-Term Derivative Assets:

Long-Term Derivative Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 3:

Level 3:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CL&P (1)

$

 139.5 

 

$

 (51.5)

 

$

 88.0 

WMECO

 

 0.9 

 

 

 - 

 

 

 0.9 

Total Long-Term Derivative Assets

$

 140.4 

 

$

 (51.5)

 

$

 88.9 

NU, CL&P (1)

 

$

98.8

 

$

(31.7

)

$

67.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Derivative Liabilities:

Current Derivative Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 2:

 

 

 

 

 

 

 

 

PSNH (1)

$

 (0.5)

 

$

 0.2 

 

$

 (0.3)

Other (1) (2)

 

 (7.4)

 

 

 - 

 

 

 (7.4)

Level 3:

Level 3:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CL&P

 

 (94.1)

 

 

 - 

 

 

 (94.1)

NSTAR Electric

 

 (1.6)

 

 

 - 

 

 

 (1.6)

WMECO

 

 (0.1)

 

 

 - 

 

 

 (0.1)

Total Current Derivative Liabilities

$

 (103.7)

 

$

 0.2 

 

$

 (103.5)

NU

 

$

(93.3

)

$

 

$

(93.3

)

CL&P

 

(92.0

)

 

(92.0

)

NSTAR Electric

 

(1.3

)

 

(1.3

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-Term Derivative Liabilities:

Long-Term Derivative Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 2:

 

 

 

 

 

 

 

NU

 

$

(0.2

)

$

 

$

(0.2

)

Level 3:

Level 3:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CL&P

$

 (756.4)

 

$

 - 

 

$

 (756.4)

NSTAR Electric

 

 (10.4)

 

 

 - 

 

 

 (10.4)

Total Long-Term Derivative Liabilities

$

 (766.8)

 

$

 - 

 

$

 (766.8)

NU

 

(546.2

)

 

(546.2

)

CL&P

 

(539.4

)

 

(539.4

)

NSTAR Electric

 

(6.8

)

 

(6.8

)


 

As of December 31, 2012

 

As of December 31, 2013

 

 

Commodity Supply and

 

 

 

Net Amount Recorded as

 

Commodity Supply and

 

 

 

Net Amount Recorded as

 

(Millions of Dollars)

(Millions of Dollars)

Price Risk Management

 

Netting (1)

 

Derivative Asset/(Liability)

 

Price Risk Management

 

Netting (1)

 

Derivative Asset/(Liability)

 

Current Derivative Assets:

Current Derivative Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 2:

Level 2:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other  (1)

$

 0.2 

 

$

 - 

 

$

 0.2 

NU (1)

 

$

1.9

 

$

(0.3

)

$

1.6

 

Level 3:

Level 3:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CL&P (1)

 

 17.7 

 

 

 (12.0)

 

 

 5.7 

Other

 

 5.5 

 

 

 - 

 

 

 5.5 

Total Current Derivative Assets

$

 23.4 

 

$

 (12.0)

 

$

 11.4 

NU (1)

 

18.4

 

(9.8

)

8.6

 

CL&P (1)

 

17.1

 

(9.8

)

7.3

 

NSTAR Electric

 

1.2

 

 

1.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-Term Derivative Assets:

Long-Term Derivative Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 2:

 

 

 

 

 

 

 

NU

 

$

0.2

 

$

 

$

0.2

 

Level 3:

Level 3:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CL&P (1)

$

 159.7 

 

$

 (69.1)

 

$

 90.6 

Total Long-Term Derivative Assets

$

 159.7 

 

$

 (69.1)

 

$

 90.6 

NU (1)

 

116.2

 

(42.2

)

74.0

 

CL&P (1)

 

113.6

 

(42.2

)

71.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Derivative Liabilities:

Current Derivative Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 2:

 

 

 

 

 

 

 

 

Other (1) (2)

$

 (19.9)

 

$

 0.6 

 

$

 (19.3)

Level 3:

Level 3:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CL&P

 

 (96.9)

 

 

 - 

 

 

 (96.9)

NSTAR Electric

 

 (1.0)

 

 

 - 

 

 

 (1.0)

Total Current Derivative Liabilities

$

 (117.8)

 

$

 0.6 

 

$

 (117.2)

NU

 

$

(93.7

)

$

 

$

(93.7

)

CL&P

 

(92.2

)

 

(92.2

)

NSTAR Electric

 

(1.5

)

 

(1.5

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-Term Derivative Liabilities:

Long-Term Derivative Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 2:

 

 

 

 

 

 

 

 

Other (1)

$

 (0.2)

 

$

 - 

 

$

 (0.2)

Level 3:

Level 3:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CL&P

 

 (865.6)

 

 

 - 

 

 

 (865.6)

NSTAR Electric

 

 (13.9)

 

 

 - 

 

 

 (13.9)

WMECO

 

 (3.0)

 

 

 - 

 

 

 (3.0)

Total Long-Term Derivative Liabilities

$

 (882.7)

 

$

 - 

 

$

 (882.7)

NU

 

$

(624.1

)

$

 

$

(624.1

)

CL&P

 

(617.1

)

 

(617.1

)

NSTAR Electric

 

(7.0

)

 

(7.0

)



(1)

Amounts represent derivative assets and liabilities whichthat NU has 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.




26



(2)

As of September 30, 2013 and December 31, 2012, NU had $1 million and $4.1 million, respectively, 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.


For further information on the fair value of derivative contracts, see Note 1D, "Summary“Summary of Significant Accounting Policies - Fair Value Measurements," to the financial statements.

26



Table of Contents

Derivatives Not Designated as Hedges

Commodity Supply and Price Risk Management:  As required by regulation, CL&P 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 each contract allocated to CL&P and 20 percent allocated to UI.  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 2020.2020.


NSTAR Electric has a renewable energy contract to purchase 0.1 million MWh of energy per year through 2018.NSTAR Electric also has2018 and a capacity related contract forto purchase up to 35 MW per year that extends through 2019.


PSNH has electricity procurement contracts to purchase 0.2 million MWh of energy through November 2013.


WMECO has a renewable energy contract to purchase 0.1 million MWh of energy per year through 2029 with a facility that is expected to achieve commercial operation by June 2014.   


As of September 30, 2013March 31, 2014 and December 31, 2012,2013, NU had NYMEX future contracts in order to reduce variability associated with the purchase price of approximately 10.27.4 million and 11.59.1 million MMBtu of natural gas, respectively.


As of September 30, 2013 and December 31, 2012, NU had approximately 5 thousand MWh and 24 thousand MWh, respectively, of supply volumes remaining in its unregulated wholesale portfolio when expected sales are compared with supply contracts.


The following table presents the current change in fair value, primarily recovered through rates from customers, associated with NU’s derivative contracts not designated as hedges:


 

Amounts Recognized on Derivatives

 

Location of Amounts

Location of Amounts

 

Amounts Recognized on Derivatives

 

For the Three Months Ended March 31,

 

Recognized on Derivatives

Recognized on Derivatives

 

For the Three Months Ended September 30,

 

For the Nine Months Ended September 30,

 

2014

 

2013

 

(Millions of Dollars)

(Millions of Dollars)

 

2013 

 

2012 

 

 

2013 

 

2012 

 

 

 

 

 

 

NU

NU

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet:

 

 

 

 

 

 

 

 

 

 

 

Balance Sheets:

 

 

 

 

 

Regulatory Assets and Liabilities

 

$

54.1

 

$

28.0

 

Statements of Income:

 

 

 

 

 

Purchased Power, Fuel and Transmission

 

 

0.3

 

Regulatory Assets

 

$

 0.3 

 

$

 11.7 

 

$

 48.8 

 

$

 (25.0)

 

Statement of Income:

 

 

 

 

 

 

 

 

 

 

 

Purchased Power, Fuel and Transmission

 

 

 0.2 

 

 

 0.2 

 

 0.9 

 

 (0.8)

 


Credit Risk

Certain of NU’s derivative contracts contain credit risk contingent features.  These features require NU 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.  The following summarizes the fair valueAs of March 31, 2014 and December 31, 2013, there were no derivative contracts that were in a net liability position andthat were subject to credit risk contingent features and the additional collateral that would be required to be posted by NU if the unsecured debt credit ratings of NU parent were downgraded to below investment grade:features.


 

As of September 30, 2013

 

As of December 31, 2012

 

 

 

 

Additional Collateral

 

 

 

 

Additional Collateral

 

Fair Value Subject

 

Required if

 

Fair Value Subject

 

Required if

 

to Credit Risk

 

Downgraded Below

 

to Credit Risk

 

Downgraded Below

(Millions of Dollars)

Contingent Features

 

Investment Grade

 

Contingent Features

 

Investment Grade

NU

$

 (6.7)

 

$

 13.4 

 

$

 (15.3)

 

$

 17.4 


Fair Value MeasurementsValuation 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, forward contracts to purchase energy at PSNH and the remaining unregulated wholesale marketing sourcing contracts.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.  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 approachesvaluations 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 to address the full time period of the contract.




27



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'scounterparty’s credit rating for assets and the company'sCompany’s credit rating for liabilities.  Valuations incorporate estimates of premiums or 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, including CL&P’s and NSTAR Electric’s, and WMECO’s, Level 3 derivative contracts and the range of the significant unobservable inputs utilized in the valuations over the duration of the contracts:


As of March 31, 2014

As of December 31, 2013

As of September 30, 2013

Range

Period Covered

Range

Period Covered

Energy Prices:

 

As of December 31, 2012

Range

Period Covered

Range

Period Covered

Energy Prices:

 

 

 

 

 

 

 

NU

$45 - $93 per MWh

2018 - 2029

 

$43    57  - $90 per MWh

2018 - 2028

  CL&P

$52 - $5660  per MWh

 

2018 - 2020

 

$50    49  - $55 per MWh

2018 - 2020

  WMECO

$45 - $9377  per MWh

 

2018 - 2029

 

CL&P

$43    57  - $9060  per MWh

 

2018 - 20282020

$    56  - 58  per MWh

2018 - 2029

 

 

 

 

 

 

 

 

Capacity Prices:

 

 

 

 

 

 

 

NU

$1.40 1.70  - $10.5310.42  per kW-Month

2016 - 2026

$ 5.07  - 11.82  per kW-Month

 

2017 - 2029

 

CL&P

$1.40 5.23  - $10.5310.42  per kW-Month

 

20162018 - 20282026

 CL&P

$1.40 5.07  - $9.5110.42  per kW-Month

 

2017 - 2026

 

NSTAR Electric

$1.40 1.70  - $9.837.38  per kW-Month

 

2016 - 20262019

 NSTAR Electric

$1.40 5.07  - $3.397.38  per kW-Month

 

2017 - 2019

 

$1.40 - $3.39 per kW-Month

 

2016 - 2019

  WMECO

$1.40 - $10.53 per kW-Month

2017 - 2029

$1.40 - $10.53 per kW-Month

2016 - 2028

 

 

 

 

 

 

 

 

Forward Reserve:

 

 

 

 

 

 

 

NU, CL&P

$3.00 3.30  - 3.30  per kW-Month

 

20132014 - 2024

 

$0.35 3.30  - $0.903.30  per kW-Month

 

20132014 - 2024

 

 

 

 

 

 

 

 

REC Prices:

 

 

 

 

 

 

 

NU

$25    38  - $8770  per REC

 

2013 - 2029

$25 - $85 per REC

2013 - 2028

  NSTAR Electric

$25 - $71 per REC

20132014 - 2018

 

$25    36  - $71 per REC

2013 - 2018

  WMECO

$25 - $8787  per REC

 

2014 - 2029

 

NSTAR Electric

$25    38  - $8570  per REC

 

20132014 - 20282018

$    36  - 70  per REC

2014 - 2018

27



Table of Contents

Exit price premiums of 109 percent through 3226 percent are also applied on these contracts and reflect the most recent market activity available for similar type contracts.


Significant increases or decreases in future powerenergy 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 present changes for the three and nine months ended September 30,March 31, 2014 and 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.

 

 

For the Three Months Ended March 31,

 

 

 

2014

 

2013

 

(Millions of Dollars)

 

NU

 

NU

 

Derivatives, Net:

 

 

 

 

 

Fair Value as of Beginning of Period

 

$

(635.2

)

$

(878.6

)

Net Realized/Unrealized Gains Included in:

 

 

 

 

 

Net Income (1)

 

 

5.7

 

Regulatory Assets and Liabilities

 

49.2

 

26.2

 

Settlements

 

21.7

 

13.6

 

Fair Value as of End of Period

 

$

(564.3

)

$

(833.1

)

 

 

For the Three Months Ended

 

 

 

March 31, 2014

 

March 31, 2013

 

(Millions of Dollars)

 

CL&P

 

NSTAR Electric

 

CL&P

 

NSTAR Electric

 

Derivatives, Net:

 

 

 

 

 

 

 

 

 

Fair Value as of Beginning of Period

 

$

(630.6

)

$

(7.3

)

$

(866.2

)

$

(14.9

)

Net Realized/Unrealized Gains/(Losses) Included in Regulatory Assets and Liabilities

 

52.0

 

(0.1

)

24.3

 

0.7

 

Settlements

 

21.6

 

0.1

 

22.3

 

0.6

 

Fair Value as of End of Period

 

$

(557.0

)

$

(7.3

)

$

(819.6

)

$

(13.6

)


(1)The fair value as of January 1, 2012 reflects a reclassification of remaining unregulated wholesale marketing sourcing contracts that had previously been presented as a portfolio along withNet Income impact for the three months ended March 31, 2013 related to the unregulated wholesale marketing sales contract that was offset by the gains/(losses) on the unregulated sourcing contracts classified as Level 3 under the highest and best use valuation premise.  These contracts are now classified within Level 2 ofin the fair value hierarchy.hierarchy, resulting in a total net gain of $0.3 million as of March 31, 2013.


 

 

For the Three Months Ended September 30,

 

For the Nine Months Ended September 30,

 

 

2013 

 

2012 

 

2013 

 

2012 

(Millions of Dollars)

NU

 

NU

 

NU

 

NU

Derivatives, Net:

 

 

 

 

 

 

 

 

 

 

 

Fair Value as of Beginning of Period

$

 (788.1)

 

$

 (932.1)

 

$

 (878.6)

 

$

 (962.2)

Liabilities Assumed due to Merger with NSTAR

 

 - 

 

 

 - 

 

 

 - 

 

 

 (5.4)

Transfer to Level 2

 

 - 

 

 

 - 

 

 

 - 

 

 

 32.2 

Net Realized/Unrealized Gains/(Losses) Included in:

 

 

 

 

 

 

 

 

 

 

 

 

  Net Income

 

 1.2 

 

 

 (0.2)

 

 

 8.3 

 

 

 7.2 

 

  Regulatory Assets

 

 0.8 

 

 

 8.5 

 

 

 49.6 

 

 

 (30.1)

Settlements

 

 21.3 

 

 

 21.5 

 

 

 55.9 

 

 

 56.0 

Fair Value as of End of Period

$

 (764.8)

 

$

 (902.3)

 

$

 (764.8)

 

$

 (902.3)




28






 

 

For the Three Months Ended

 

 

September 30, 2013

 

September 30, 2012

(Millions of Dollars)

CL&P

 

NSTAR Electric

 

WMECO

 

CL&P

 

NSTAR Electric(1)

 

WMECO

Derivatives, Net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value as of Beginning of Period

$

 (775.8)

 

$

 (13.1)

 

$

 (0.7)

 

$

 (910.7)

 

$

 (15.8)

 

$

 (13.5)

Net Realized/Unrealized Gains/(Losses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Included in Regulatory Assets

 

 (1.2)

 

 

 0.5 

 

 

 1.5 

 

 

 (2.8)

 

 

 1.4 

 

 

 9.8 

Settlements

 

 21.7 

 

 

 1.0 

 

 

 - 

 

 

 22.6 

 

 

 0.6 

 

 

 - 

Fair Value as of End of Period

$

 (755.3)

 

$

 (11.6)

 

$

 0.8 

 

$

 (890.9)

 

$

 (13.8)

 

$

 (3.7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Nine Months Ended

 

 

September 30, 2013

 

September 30, 2012

(Millions of Dollars)

CL&P

 

NSTAR Electric

 

WMECO

 

CL&P

 

NSTAR Electric(1)

 

WMECO

Derivatives, Net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value as of Beginning of Period

$

 (866.2)

 

$

 (14.9)

 

$

 (3.0)

 

$

 (931.6)

 

$

 (3.4)

 

$

 (7.3)

Net Realized/Unrealized Gains/(Losses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Included in Regulatory Assets

 

 45.1 

 

 

 0.6 

 

 

 3.8 

 

 

 (23.8)

 

 

 (13.2)

 

 

 3.6 

Settlements

 

 65.8 

 

 

 2.7 

 

 

 - 

 

 

 64.5 

 

 

 2.8 

 

 

 - 

Fair Value as of End of Period

$

 (755.3)

 

$

 (11.6)

 

$

 0.8 

 

$

 (890.9)

 

$

 (13.8)

 

$

 (3.7)


(1)

NSTAR Electric amounts are included in NU consolidated from the date of the merger, April 10, 2012, through September 30, 2012.


5.

MARKETABLE SECURITIES


NU maintains a supplemental benefit trusttrusts to fund certain non-qualified executive retirement benefit obligationsbenefits and WMECO maintains a spent nuclear fuel trust to fund WMECO’s prior period spent nuclear fuel liability, each of which hold marketable securities.  These trusts are not subject to regulatory oversight by state or federal agencies.  NU's marketable securities also includeIn addition, CYAPC and YAEC maintain legally restricted trusts, each of which holds marketable securities, for settling the decommissioning obligations of their nuclear power plants that are owned by CYAPC and YAEC.plants.


TheIn accordance with applicable accounting guidance, the Company electselected to record mutual funds purchased by the NU supplemental benefit trustdesignated as available-for-sale at fair value.  As such, any changevalue and certain other equity investments as trading securities, with the changes in fair value of these mutual funds is reflected in Net Income.  These mutual funds, classified as Level 1 in the fair value hierarchy, totaled $54.3 million and $47 million as of September 30, 2013 and December 31, 2012, respectively, and are included in current Marketable Securities.  Net gains on these securities of $3 million and $7.3 million for the three and nine months ended September 30, 2013, respectively, werevalues recorded in Other Income, Net on the statements of income.  These amountsAs of March 31, 2014, the mutual funds and equity investments were net gains of $1.9classified as Level 1 in the fair value hierarchy and totaled $57.4 million and $4.6$24 million, respectively.  As of December 31, 2013, the mutual funds were classified as Level 1, and totaled $57.2 million.  Net gains on the mutual funds were $0.2 million and $4.2 million for the three and nine months ended September 30, 2012, respectively.March 31, 2014 and 2013, respectively, and net gains on the equity investments were $0.5 million for the three months ended March 31, 2014.  Dividend income is recorded when dividends are declared and is recorded in Other Income, Net on the statements of income.income when dividends are declared.  All other marketable securities are accounted for as available-for-sale.


Available-for-Sale Securities:  The following is a summary of NU'sNU’s and WMECO’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.securities.  These securities are recorded at fair value and included in current and long-term Marketable Securities on the balance sheets.


 

As of September 30, 2013

 

As of March 31, 2014

 

 

 

 

 

Pre-Tax

 

Pre-Tax

 

 

 

 

 

Pre-Tax

 

Pre-Tax

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

 

 

(Millions of Dollars)

(Millions of Dollars)

Cost

 

Gains(1)

 

Losses(1)

 

Fair Value

 

Cost

 

Gains(1)

 

Losses(1)

 

Fair Value

 

NU

NU

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt Securities (2)

$

 306.1 

 

$

 1.5 

 

$

 (3.8)

 

$

 303.8 

Equity Securities (2)

 

 164.0 

 

 40.9 

 

 - 

 

 204.9 

Debt Securities (2)

 

$

300.6

 

$

4.8

 

$

(0.7

)

$

304.7

 

Equity Securities (2)

 

163.3

 

65.6

 

 

228.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WMECO

WMECO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt Securities

 

58.0

 

 

(0.1

)

57.9

 

Debt Securities

 

 57.8 

 

 - 

 

 - 

 

 57.8 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2012

 

 

 

 

Pre-Tax

 

Pre-Tax

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

 

(Millions of Dollars)

Cost

 

Gains(1)

 

Losses(1)

 

Fair Value

NU

 

 

 

 

 

 

 

 

Debt Securities (2)

$

 266.6 

 

$

 13.3 

 

$

 (0.1)

 

$

 279.8 

Equity Securities (2)

 

 145.5 

 

 20.0 

 

 - 

 

 165.5 

 

 

 

 

 

 

 

 

 

WMECO

 

 

 

 

 

 

 

 

Debt Securities

 

 57.7 

 

 0.1 

 

 (0.1)

 

 57.7 


(1)28



Table of Contents

 

 

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

 


(1)Unrealized gains and losses on debt securities for the NU supplemental benefit trust andheld by WMECO spent nuclear fuel trust are recorded in AOCI and Other Long-Term Assets respectively, on the balance sheets.


(2)

NU'sNU’s amounts include CYAPC'sCYAPC’s and YAEC'sYAEC’s marketable securities held in nuclear decommissioning trusts of $403.1$435.9 million and $340.4$424 million as of September 30, 2013March 31, 2014 and December 31, 2012,2013, 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



29



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.  Unrealized gains and losses for the nuclear decommissioning trusts are offset in Other Long-Term Liabilities on the balance sheets, with no impact on the statementstatements of income.  All of the equity securities accounted for as available-for-sale securities are held in these trusts.


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.Factorsor WMECO. 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 supplementalNU’s benefit trust, Other Long-Term Assets for the WMECO, spent nuclear fuel trust, and offset in Other Long-Term Liabilities for CYAPC and YAEC.  NU utilizes the specific identification basis method for the NU supplemental 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 September 30, 2013,March 31, 2014, the contractual maturities of available-for-sale debt securities are as follows:


 

NU

 

WMECO

 

NU

 

WMECO

 

 

Amortized

 

 

 

Amortized

 

 

 

Amortized

 

 

 

Amortized

 

 

 

(Millions of Dollars)

(Millions of Dollars)

Cost

 

Fair Value

 

Cost

 

Fair Value

 

Cost

 

Fair Value

 

Cost

 

Fair Value

 

Less than one year (1)

Less than one year (1)

$

 67.1 

 

$

 65.3 

 

$

 24.4 

 

$

 24.6 

 

$

54.5

 

$

54.4

 

$

19.2

 

$

19.2

 

One to five years

One to five years

 

 76.0 

 

 76.6 

 

 26.4 

 

 26.3 

 

73.3

 

73.9

 

33.2

 

33.2

 

Six to ten years

Six to ten years

 

 58.4 

 

 57.3 

 

 2.5 

 

 2.5 

 

68.1

 

69.4

 

1.6

 

1.6

 

Greater than ten years

Greater than ten years

 

 104.6 

 

 

 104.6 

 

 

 4.5 

 

 

 4.4 

 

104.7

 

107.0

 

4.0

 

3.9

 

Total Debt Securities

Total Debt Securities

$

 306.1 

 

$

 303.8 

 

$

 57.8 

 

$

 57.8 

 

$

300.6

 

$

304.7

 

$

58.0

 

$

57.9

 



(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.


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

 

NU

 

WMECO

 

 

 

As of

 

As of

 

As of

 

As of

 

(Millions of Dollars)

(Millions of Dollars)

September 30, 2013

 

December 31, 2012

 

September 30, 2013

 

December 31, 2012

 

March 31, 2014

 

December 31, 2013

 

March 31, 2014

 

December 31, 2013

 

Level 1:

Level 1:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mutual Funds and Equities

$

 259.2 

 

$

 212.5 

 

$

 - 

 

$

 - 

Money Market Funds

 

 40.0 

 

 

 40.2 

 

 

 2.8 

 

 

 5.2 

Mutual Funds and Equities

 

$

310.3

 

$

281.3

 

$

 

$

 

Money Market Funds

 

22.5

 

32.9

 

4.3

 

10.9

 

Total Level 1

Total Level 1

$

 299.2 

 

$

 252.7 

 

$

 2.8 

 

$

 5.2 

 

$

332.8

 

$

314.2

 

$

4.3

 

$

10.9

 

Level 2:

Level 2:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Government Issued Debt Securities

 

 

 

 

 

 

 

 

 

(Agency and Treasury)

$

 74.9 

 

$

 69.9 

 

$

 16.6 

 

$

 18.7 

Corporate Debt Securities

 

 48.9 

 

 33.0 

 

 15.1 

 

 7.0 

Asset-Backed Debt Securities

 

 30.4 

 

 28.5 

 

 9.6 

 

 10.9 

Municipal Bonds

 

 93.7 

 

 93.8 

 

 8.8 

 

 11.6 

Other Fixed Income Securities

 

 15.9 

 

 

 14.4 

 

 

 4.9 

 

 

 4.3 

U.S. Government Issued Debt Securities (Agency and Treasury)

 

$

56.7

 

$

61.4

 

$

 

$

6.8

 

Corporate Debt Securities

 

56.3

 

53.6

 

14.1

 

15.1

 

Asset-Backed Debt Securities

 

35.3

 

30.4

 

14.0

 

9.0

 

Municipal Bonds

 

109.6

 

105.5

 

12.3

 

11.2

 

Other Fixed Income Securities

 

24.3

 

15.8

 

13.2

 

4.9

 

Total Level 2

Total Level 2

$

 263.8 

 

$

 239.6 

 

$

 55.0 

 

$

 52.5 

 

$

282.2

 

$

266.7

 

$

53.6

 

$

47.0

 

Total Marketable Securities

Total Marketable Securities

$

 563.0 

 

$

 492.3 

 

$

 57.8 

 

$

 57.7 

 

$

615.0

 

$

580.9

 

$

57.9

 

$

57.9

 


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.



3029



Table of Contents




6.

SHORT-TERM AND LONG-TERM DEBT


Limits:  The amount of short-term borrowings that may be incurred by CL&P and WMECO is subject to periodic approval by the FERC.  On July 31, 2013, the FERC approved the short-term debt application of CL&P and WMECO for issuances in the amounts of $600 million and $300 million, respectively, effective January 1, 2014 through December 31, 2015.  


Credit Agreements and Commercial Paper Programs:  On September 6, 2013,  NU parent, CL&P, NSTAR LLC,PSNH, WMECO, NSTAR Gas PSNH, WMECO and Yankee Gas amended their jointare parties to a five-year $1.15$1.45 billion revolving credit facility dated July 25, 2012, by increasing the aggregate principal amount available thereunder by $300 milliondue to $1.45 billion, extending the expiration date from July 25, 2017 toexpire on September 6, 2018, and increasing CL&P's borrowing sublimit from $300 million to $600 million.  At the same time, effective September 6, 2013, the CL&P $300 million2018.  The 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 extendingis to be used primarily to backstop the expiration date from July 25, 2017 to September 6, 2018.


On September 6, 2013, the NU parent $1.15$1.45 billion commercial paper program was increased by $300 millionat NU.  The commercial paper program allows NU parent to $1.45 billion.  


issue commercial paper as a form of short-term debt.  As of September 30, 2013March 31, 2014 and December 31, 2012,2013, NU had approximately $1.2 billion$818.5 million and $1.15$1.01 billion, respectively, in short-term borrowings outstanding under the NU parent commercial paper program, which provides $263leaving $631.5 million and $435.5 million of available borrowing capacity as of September 30, 2013.March 31, 2014 and December 31, 2013, respectively.  The weighted-average interest rate on these borrowings as of September 30, 2013March 31, 2014 and December 31, 20122013 was 0.2680.23 percent and 0.460.24 percent, respectively, which is generally based on money market rates.  As of September 30,March 31, 2014, there were intercompany loans from NU of $351.6 million to CL&P, $39.9 million to PSNH and $37.4 million to WMECO.  As of December 31, 2013, there were intercompany loans from NU of $342.9$287.3 million to CL&P $228.5and $86.5 million to PSNH and $79.8PSNH.

NSTAR Electric has a five-year $450 million revolving credit facility due to WMECO.expire on September 6, 2018.  This facility serves to backstop NSTAR Electric’s existing $450 million commercial paper program.  As of March 31, 2014, NSTAR Electric had no borrowings outstanding under its commercial paper program.  As of December 31, 2012, there were intercompany loans from NU of $405.1 million to CL&P, $63.3 million to PSNH, and $31.9 million to WMECO.  As of September 30, 2013, and December 31, 2012, NSTAR Electric had $156$103.5 million and $276 million, respectively, in short-term borrowings outstanding under its commercial paper program, leaving $294$346.5 million and $174 million, respectively, of available borrowing capacity.  The weighted-average interest rate on these borrowings as of September 30, 2013 and December 31, 20122013 was 0.1340.13 percent, and 0.31 percent, respectively, which is generally based on money market rates.


Amounts outstanding under the commercial paper programs are generally included in Notes Payable for NU and NSTAR Electric and classified in current liabilities on the balance sheets as all borrowings are outstanding for no more than 364 days at one time.  Intercompany loans from NU to CL&P, PSNH and WMECO are included in Notes Payable to Affiliated CompaniesNU Parent and classified in current liabilities on the balance sheets. 


See the Long-Term Debt:Debt On January 15, 2013, CL&P issued $400 millionportion of Series A First and Refunding Mortgage Bonds with a coupon rate of 2.5 percent and a maturity date of January 15, 2023.  The proceeds, net of issuance costs, were used to pay short-term borrowings outstanding underthis Note for further information on the CL&P credit agreement$250 million bond issuance and the Yankee Gas $100 million bond issuance and their impacts on the NU parent commercial paper program.  Therefore,balance sheet as of March 31, 2014 and December 31, 2012, CL&P's credit agreement borrowings of $89 million and intercompany loans related to the commercial paper program of $305.8 million were classified as 2013, respectively.

Long-Term Debt on the balance sheet.


Debt:  On May 1, 2013, PSNH redeemed at par approximately $109January 2, 2014, Yankee Gas issued $100 million of the 20014.82 percent Series C PCRBs that wereL First Mortgage Bonds, due to mature in 2021 using short-term debt.  


On May 13, 2013, NU parent issued $750 million of Senior Notes, consisting of $300 million of Series E Senior Notes at a coupon rate of 1.45 percent that will mature on May 1, 2018 and $450 million of Series F Senior Notes at a coupon rate of 2.80 percent that will mature on May 1, 2023.  Part of the proceeds, net of issuance costs, was 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 September 20, 2013.  The remaining net proceeds were used to repay commercial paper borrowings and for other general corporate purposes.


On May 17, 2013, NSTAR Electric issued $200 million of three-year floating rate debentures due to mature on May 17, 2016.2044.  The proceeds, net of issuance costs, were used to repay commercial paper borrowingsthe $75 million 4.80 percent Series G First Mortgage Bonds that matured on January 1, 2014 and for general corporate purposes.  The debentures have a coupon rate reset quarterly basedto pay $25 million in short-term borrowings.  In accordance with applicable accounting guidance, these amounts were classified as Long-Term Debt on 3-month LIBOR plus a credit spread of 0.24 percent.  The interest rateNU’s balance sheet as of September 30, 2013 was 0.5032 percent.December 31, 2013.


On September 1, 2013, WMECO repaid at maturity, $55 million of 5.00 percent Series A Senior Notes using short-term debt.


On September 3, 2013, CL&P redeemed at par $125 million of 1.25 percent Series B 2011 PCRBs that were subject to mandatory tender for purchase using short-term debt.


On September 20, 2013, NU parent repaid at maturity,March 7, 2014, NSTAR Electric issued $300 million of Floating Rate Series D Senior Notes with4.40 percent debentures, due to mature in 2044.  The proceeds, from NU parent’snet of issuance on May 13, 2013 of $750costs, were used to repay the $300 million of Series E and Series F Senior Notes.4.875 percent debentures that matured on April 15, 2014.


On August 29, 2013, NSTAR Electric filed an applicationApril 24, 2014, CL&P issued $250 million of 4.30 percent 2014 Series A First Mortgage Bonds, due to mature in April 2044.  The proceeds, net of issuance costs, were used to repay short-term borrowings.  In accordance with the DPU requesting authorization to issue up to $800applicable accounting guidance, Notes Payable of $247.4 million in long-term debt for the two-year period ending Decemberwere classified as Long-Term Debt on NU’s balance sheet as of March 31, 2015.  2014.




31



On September 26, 2013, the NHPUC issued an order, effective October 8, 2013, approving PSNH's request to issue up to $315 million in long-term debt through December 31, 2014, and to refinance $89.3 million 2001 Series B PCRBs through its existing maturity of May 2021.


Working Capital:  Each of NU, CL&P, NSTAR Electric, PSNH and WMECO use theirits available capital resources to fund theirits 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 operate in an environment where recovery of itsrecover their electric and natural gas distribution construction expenditures takes placeas the related project costs are depreciated over an extended periodthe life of time.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 $1.4 billion, $392$424 million, $315 million, $114$355 million and $11$177 million at NU, CL&P and NSTAR Electric, PSNH and WMECO, respectively, as of September 30, 2013.March 31, 2014.


As of September 30, 2013, approximately $577March 31, 2014, $501.7 million of NU'sNU’s obligations classified as current liabilities relatedrelates to long-term debt that will be paid in the next 12 months, primarily consisting of $150 million for CL&P, $302$301.7 million for NSTAR Electric and $50 million for PSNH.  In addition, $28.8 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 and/or with the issuance of new long-term debt, as deemed appropriate givendetermined considering capital requirements and maintenance of NU'sNU’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 forecasted capital investment forecasted opportunities.


7.30



Table of Contents

7.PENSION BENEFITS AND POSTRETIREMENT BENEFITS OTHER THAN PENSIONS


The components of net periodic benefit expense for the Pension, Plans (including the SERP Plans) and PBOP Plans are detailed below.  The net periodic benefit expense less the capitalized portion of pension and PBOP amounts capitalized relatedis included in Operations and Maintenance on the statements of income. Capitalized pension and PBOP amounts relate to employees working on capital projects and intercompanyare included in Property, Plant and Equipment, Net. Intercompany allocations are not included in the net periodic benefit expense are as follows:amounts.


 

Pension and SERP

 

Pension and SERP

 

Pension and SERP

 

 

For the Three Months Ended

 

For the Nine Months Ended

 

For the Three Months Ended

 

 

September 30, 2013

 

September 30, 2012

 

September 30, 2013

 

September 30, 2012

 

March 31, 2014

 

March 31, 2013

 

(Millions of Dollars)

(Millions of Dollars)

NU

 

NU

 

NU

 

NU

 

NU

 

NU

 

Service Cost

Service Cost

$

 25.6 

 

$

 23.0 

 

$

 76.7 

 

$

 61.1 

 

$

22.3

 

$

26.6

 

Interest Cost

Interest Cost

 

 51.7 

 

 53.3 

 

 

 155.0 

 

 144.7 

 

56.6

 

51.4

 

Expected Return on Plan Assets

Expected Return on Plan Assets

 

 (69.5)

 

 (59.5)

 

 

 (208.5)

 

 (161.3)

 

(77.7

)

(70.3

)

Actuarial Loss

Actuarial Loss

 

 52.4 

 

 47.4 

 

 

 158.1 

 

 125.0 

 

33.0

 

52.9

 

Prior Service Cost

Prior Service Cost

 

 1.1 

 

 

 2.0 

 

 

 3.0 

 

 

 6.1 

 

1.1

 

1.1

 

Total Net Periodic Benefit Expense

Total Net Periodic Benefit Expense

$

 61.3 

 

$

 66.2 

 

$

 184.3 

 

$

 175.6 

 

$

35.3

 

$

61.7

 

Capitalized Pension Expense

Capitalized Pension Expense

$

 18.3 

 

$

 19.2 

 

$

 54.9 

 

$

 49.5 

 

$

9.7

 

$

16.7

 

 

 

 

 

 

 

 

 

 

 

 

PBOP

 

PBOP

 

For the Three Months Ended

 

For the Nine Months Ended

 

September 30, 2013

 

September 30, 2012

 

September 30, 2013

 

September 30, 2012

(Millions of Dollars)

NU

 

NU

 

NU

 

NU

Service Cost

$

 4.2 

 

$

 4.4 

 

$

 12.6 

 

$

 11.3 

Interest Cost

 

 11.8 

 

 14.3 

 

 

 35.4 

 

 34.4 

Expected Return on Plan Assets

 

 (13.9)

 

 (11.1)

 

 

 (41.6)

 

 (28.1)

Actuarial Loss

 

 6.5 

 

 10.3 

 

 

 19.5 

 

 25.5 

Prior Service Credit

 

 (0.5)

 

 (0.5)

 

 

 (1.5)

 

 (0.9)

Net Transition Obligation Cost

 

 - 

 

 

 3.1 

 

 

 - 

 

 

 9.0 

Total Net Periodic Benefit Expense

$

 8.1 

 

$

 20.5 

 

$

 24.4 

 

$

 51.2 

Capitalized PBOP Expense

$

 2.6 

 

$

 5.1 

 

$

 7.6 

 

$

 14.9 


 

Pension and SERP

 

PBOP

 

 

For the Three Months Ended September 30, 2013

 

For the Three Months Ended September 30, 2012

 

For the Three Months Ended

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

March 31, 2014

 

March 31, 2013

 

(Millions of Dollars)

(Millions of Dollars)

CL&P

 

Electric(1)

 

PSNH

 

WMECO

 

CL&P

 

Electric(1)

 

PSNH

 

WMECO

 

NU

 

NU

 

Service Cost

Service Cost

$

 6.3 

 

$

 8.3 

 

$

 3.3 

 

$

 1.2 

 

$

 5.4 

 

$

 7.6 

 

$

 2.9 

 

$

 1.0 

 

$

3.0

 

$

4.8

 

Interest Cost

Interest Cost

 

 12.1 

 

 14.5 

 

 5.8 

 

 2.5 

 

 12.9 

 

 14.7 

 

 6.1 

 

 2.6 

 

12.6

 

12.8

 

Expected Return on Plan Assets

Expected Return on Plan Assets

 

 (18.4)

 

 (21.1)

 

 (9.2)

 

 (4.3)

 

 (17.7)

 

 (16.4)

 

 (7.2)

 

 (4.1)

 

(15.7

)

(13.8

)

Actuarial Loss

Actuarial Loss

 

 13.9 

 

 14.4 

 

 5.4 

 

 2.9 

 

 12.6 

 

 15.7 

 

 4.2 

 

 2.7 

 

3.0

 

8.2

 

Prior Service Cost/(Credit)

 

 0.4 

 

 

 - 

 

 

 0.1 

 

 

 0.1 

 

 

 0.9 

 

 

 (0.1)

 

 

 0.4 

 

 

 0.2 

Prior Service Credit

 

(0.6

)

(0.6

)

Total Net Periodic Benefit Expense

Total Net Periodic Benefit Expense

$

 14.3 

 

$

 16.1 

 

$

 5.4 

 

$

 2.4 

 

$

 14.1 

 

$

 21.5 

 

$

 6.4 

 

$

 2.4 

 

$

2.3

 

$

11.4

 

Intercompany Allocations

$

 11.4 

 

$

 (2.1)

 

$

 2.6 

 

$

 2.0 

 

$

 10.7 

 

$

 (3.0)

 

$

 2.4 

 

$

 2.1 

Capitalized Pension Expense

$

 7.0 

 

$

 9.8 

 

$

 1.7 

 

$

 1.3 

 

$

 6.8 

 

$

 8.4 

 

$

 1.9 

 

$

 1.3 

Capitalized PBOP Expense

 

$

0.4

 

$

3.5

 


 

 

Pension and SERP

 

 

 

For the Three Months Ended March 31, 2014

 

For the Three Months Ended March 31, 2013

 

 

 

 

 

NSTAR

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

(Millions of Dollars)

 

CL&P

 

Electric

 

PSNH

 

WMECO

 

CL&P

 

Electric(1)

 

PSNH

 

WMECO

 

Service Cost

 

$

5.2

 

$

4.6

 

$

2.8

 

$

1.0

 

$

6.1

 

$

9.3

 

$

3.3

 

$

1.2

 

Interest Cost

 

13.3

 

10.2

 

6.5

 

2.7

 

12.1

 

14.2

 

6.0

 

2.5

 

Expected Return on Plan Assets

 

(19.4

)

(15.8

)

(10.2

)

(4.6

)

(18.5

)

(22.0

)

(7.7

)

(4.3

)

Actuarial Loss

 

9.1

 

5.8

 

3.3

 

1.9

 

14.1

 

14.5

 

5.5

 

3.0

 

Prior Service Cost

 

0.5

 

 

0.2

 

0.1

 

0.5

 

 

0.1

 

0.1

 

Total Net Periodic Benefit Expense

 

$

8.7

 

$

4.8

 

$

2.6

 

$

1.1

 

$

14.3

 

$

16.0

 

$

7.2

 

$

2.5

 

Intercompany Allocations

 

$

6.8

 

$

2.4

 

$

1.9

 

$

1.3

 

$

10.7

 

$

(2.0

)

$

2.6

 

$

1.8

 

Capitalized Pension Expense

 

$

4.9

 

$

1.9

 

$

0.9

 

$

0.8

 

$

7.0

 

$

5.3

 

$

2.2

 

$

1.3

 



 

 

PBOP

 

 

 

For the Three Months Ended March 31, 2014

 

For the Three Months Ended March 31, 2013

 

(Millions of Dollars)

 

CL&P

 

NSTAR
Electric

 

PSNH

 

WMECO

 

CL&P

 

PSNH

 

WMECO

 

Service Cost

 

$

0.6

 

$

0.7

 

$

0.4

 

$

0.1

 

$

0.9

 

$

0.6

 

$

0.2

 

Interest Cost

 

2.1

 

4.9

 

1.1

 

0.5

 

2.0

 

1.0

 

0.4

 

Expected Return on Plan Assets

 

(2.7

)

(6.4

)

(1.4

)

(0.6

)

(2.5

)

(1.3

)

(0.6

)

Actuarial Loss/(Gain)

 

1.1

 

(0.1

)

0.5

 

0.1

 

1.7

 

0.9

 

0.3

 

Prior Service Credit

 

 

(0.5

)

 

 

 

 

 

Total Net Periodic Benefit Expense/(Income)

 

$

1.1

 

$

(1.4

)

$

0.6

 

$

0.1

 

$

2.1

 

$

1.2

 

$

0.3

 

Intercompany Allocations

 

$

1.1

 

$

0.1

 

$

0.3

 

$

0.2

 

$

1.6

 

$

0.4

 

$

0.3

 

Capitalized PBOP Expense/(Income)

 

$

0.5

 

$

(0.5

)

$

0.2

 

$

0.1

 

$

1.2

 

$

0.3

 

$

0.2

 

32








  

 

Pension and SERP

  

 

For the Nine Months Ended September 30, 2013

 

For the Nine Months Ended September 30, 2012

  

 

 

 

 

NSTAR

 

 

 

 

 

 

 

 

 

 

NSTAR

 

 

 

 

 

 

(Millions of Dollars)

CL&P

 

Electric(1)

 

PSNH

 

WMECO

 

CL&P

 

Electric(1)

 

PSNH

 

WMECO

Service Cost

$

 18.7 

 

$

 24.8 

 

$

 9.8 

 

$

 3.5 

 

$

 16.3 

 

$

 22.7 

 

$

 8.8 

 

$

 3.1 

Interest Cost

 

 36.3 

 

 

 43.5 

 

 

 17.8 

 

 

 7.5 

 

 

 38.5 

 

 

 44.2 

 

 

 18.3 

 

 

 7.9 

Expected Return on Plan Assets

 

 (55.4)

 

 

 (63.3)

 

 

 (26.2)

 

 

 (13.0)

 

 

 (52.8)

 

 

 (49.2)

 

 

 (21.1)

 

 

 (12.3)

Actuarial Loss

 

 42.0 

 

 

 43.6 

 

 

 16.2 

 

 

 8.9 

 

 

 37.0 

 

 

 47.3 

 

 

 12.1 

 

 

 8.0 

Prior Service Cost/(Credit)

 

 1.4 

 

 

 (0.2)

 

 

 0.4 

 

 

 0.3 

 

 

 2.7 

 

 

 (0.4)

 

 

 1.1 

 

 

 0.6 

Total Net Periodic Benefit Expense

$

 43.0 

 

$

 48.4 

 

$

 18.0 

 

$

 7.2 

 

$

 41.7 

 

$

 64.6 

 

$

 19.2 

 

$

 7.3 

Intercompany Allocations

$

 33.6 

 

$

 (6.2)

 

$

 7.8 

 

$

 6.0 

 

$

 32.0 

 

$

 (9.2)

 

$

 7.5 

 

$

 6.0 

Capitalized Pension Expense

$

 21.0 

 

$

 21.6 

 

$

 5.6 

 

$

 3.9 

 

$

 20.2 

 

$

 23.6 

 

$

 5.8 

 

$

 3.7 


 

 

PBOP

 

 

For the Three Months Ended September 30, 2013

 

For the Three Months Ended September 30, 2012

(Millions of Dollars)

CL&P

 

 

PSNH

 

 

WMECO

 

CL&P

 

PSNH

 

WMECO

Service Cost

$

 0.9 

 

$

 0.6 

 

$

 0.2 

 

$

 0.8 

 

$

 0.5 

 

$

 0.1 

Interest Cost

 

 2.0 

 

 

 1.0 

 

 

 0.4 

 

 

 2.3 

 

 

 1.1 

 

 

 0.5 

Expected Return on Plan Assets

 

 (2.5)

 

 

 (1.3)

 

 

 (0.6)

 

 

 (2.3)

 

 

 (1.1)

 

 

 (0.5)

Actuarial Loss

 

 1.8 

 

 

 0.9 

 

 

 0.3 

 

 

 1.9 

 

 

 0.9 

 

 

 0.3 

Net Transition Obligation Cost

 

 - 

 

 

 - 

 

 

 - 

 

 

 1.5 

 

 

 0.6 

 

 

 0.3 

Total Net Periodic Benefit Expense

$

 2.2 

 

$

 1.2 

 

$

 0.3 

 

$

 4.2 

 

$

 2.0 

 

$

 0.7 

Intercompany Allocations

$

 1.7 

 

$

 0.4 

 

$

 0.3 

 

$

 2.0 

 

$

 0.5 

 

$

 0.4 

Capitalized PBOP Expense

$

 1.3 

 

$

 0.4 

 

$

 0.3 

 

$

 2.1 

 

$

 0.6 

 

$

 0.4 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PBOP

 

 

For the Nine Months Ended September 30, 2013

 

For the Nine Months Ended September 30, 2012

(Millions of Dollars)

CL&P

 

 

PSNH

 

 

WMECO

 

CL&P

 

PSNH

 

WMECO

Service Cost

$

 2.6 

 

$

 1.7 

 

$

 0.5 

 

$

 2.2 

 

$

 1.5 

 

$

 0.4 

Interest Cost

 

 5.9 

 

 

 3.1 

 

 

 1.3 

 

 

 6.9 

 

 

 3.4 

 

 

 1.5 

Expected Return on Plan Assets

 

 (7.6)

 

 

 (3.9)

 

 

 (1.7)

 

 

 (6.8)

 

 

 (3.4)

 

 

 (1.6)

Actuarial Loss

 

 5.6 

 

 

 2.7 

 

 

 0.8 

 

 

 5.7 

 

 

 2.7 

 

 

 0.9 

Net Transition Obligation Cost

 

 - 

 

 

 - 

 

 

 - 

 

 

 4.6 

 

 

 1.9 

 

 

 1.1 

Total Net Periodic Benefit Expense

$

 6.5 

 

$

 3.6 

 

$

 0.9 

 

$

 12.6 

 

$

 6.1 

 

$

 2.3 

Intercompany Allocations

$

 5.3 

 

$

 1.2 

 

$

 1.0 

 

$

 5.9 

 

$

 1.5 

 

$

 1.1 

Capitalized PBOP Expense

$

 3.7 

 

$

 1.1 

 

$

 0.7 

 

$

 6.2 

 

$

 1.7 

 

$

 1.1 


(1)

NSTAR Electric'sElectric’s pension amounts for the three months ended March 31, 2013 do not include SERP expense.  NSTAR Electric pension amounts are included in NU consolidated from

For the date ofthree months ended March 31, 2013, the merger, April 10, 2012, through September 30, 2012.  


The net periodic postretirementPBOP expense allocated to NSTAR Electric was $1.2 million$4.3 million.

As of December 31, 2013, the funded status of the NSTAR Pension Plan was recorded on NSTAR Electric’s balance sheet while the total SERP obligation and $8.5PBOP Plan funded status were recorded on NSTAR Electric & Gas’ balance sheet.  As of December 31, 2013, all NSTAR employees were employed by NSTAR Electric & Gas.  On January 1, 2014, NSTAR Electric & Gas was merged into NUSCO and, concurrently, all employees were transferred to the company they predominately provide services for: NUSCO, NSTAR Electric or NSTAR Gas.  As a result of the employee transfers, the pension and PBOP assets and liabilities were attributed by participant and transferred to the respective company’s balance sheets.

As of March 31, 2014, the liabilities associated with the Pension, SERP and PBOP plans for NSTAR Electric were $74.8 million for the three months ended September 30, 2013 and 2012, respectively, andPension Plan, $3.5 million and $25.6 million for the nine months ended September 30, 2013 and 2012, respectively.   


Contributions:For the nine months ended September 30, 2013, NU contributed $202.7 million to the NUSCO Pension Plan, $108.3SERP Plans ($0.4 million of which was contributed by PSNH,is included in other current liabilities) and NSTAR Electric contributed $82$73 million tofor the PBOP

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Plan.  As of December 31, 2013, the liability associated with the NSTAR Pension Plan.  NU contributed $53.6 million to the PBOP PlansPlan for the nine months ended September 30, 2013.


8.

INCOME TAXES


2013 Massachusetts:  On July 24, 2013, Massachusetts enacted a law that changesNSTAR Electric was $118 million.  This change had no impact on 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 deferred taxes and resulted in NU increasing its deferred tax liability with an offsetting regulatory assetstatement or net assets of approximately $61 million at its utility companies ($46.4 million at NSTAR Electric and $9.8 million at WMECO).  Electric.


2013 Federal: On September 13, 2013, the Internal Revenue Service issued final Tangible Property regulations.  The final regulations are meant to simplify, clarify and make more administrable the previously issued temporary and proposed regulations.  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 continues to evaluate the implications of these new regulations, including several new 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.


9.

8.COMMITMENTS AND CONTINGENCIES


A.

Environmental Matters

General:  NU, 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, 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.




33



The number of environmental sites and reserves related to these sites for which remediation or long-term monitoring, preliminary site work or site assessment are being performed are as follows:


 

As of September 30, 2013

 

As of December 31, 2012

 

As of March 31, 2014

 

As of December 31, 2013

 

 

 

 

 

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 

 

$

 36.5 

 

 77 

 

$

 39.4 

 

 

66

 

$

35.4

 

68

 

$

35.4

 

CL&P

 

 

 18 

 

 3.5 

 

 19 

 

 3.7 

 

 

18

 

3.4

 

18

 

3.4

 

NSTAR Electric

 

 

 12 

 

 1.2 

 

 16 

 

 1.7 

 

 

12

 

1.2

 

12

 

1.2

 

PSNH

 

 

 15 

 

 5.6 

 

 16 

 

 4.9 

 

 

13

 

5.4

 

15

 

5.4

 

WMECO

 

 

 5 

 

 0.4 

 

 6 

 

 0.6 

 

 

5

 

0.4

 

5

 

0.4

 


Included in the NU 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. The reserve balance related to these former MGP sites was $32.4$30.9 million and $34.5$31.4 million as of September 30, 2013March 31, 2014 and December 31, 2012,2013, respectively, and relates primarily to the natural gas business segment.


B.Contractual Obligations — Yankee Companies

Long-Term Contractual Arrangements

Yankee Billings:  As a result of the change in forecasted life of spent nuclear fuel decommissioning obligations, as well as proceeds received from the DOE in January 2013 arising from the spent nuclear fuel litigation, estimated future annual costs of Yankee Billings as of September 30, 2013 are reflected in the table below.


Renewable Energy: Renewable energy contracts include non-cancelable commitments under contracts of CL&P for the purchase of energy and capacity from renewable energy facilities.  


 

October - December

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Millions of Dollars)

2013 

 

2014 

 

2015 

 

2016 

 

2017 

 

Thereafter

 

Total

Yankee Billings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CL&P

$

0.4 

 

$

1.5 

 

$

1.3 

 

$

0.8 

 

$

0.8 

 

$

13.1 

 

$

17.9 

NSTAR Electric

 

0.2 

 

 

0.7 

 

 

0.5 

 

 

0.2 

 

 

0.3 

 

 

4.5 

 

 

6.4 

PSNH

 

0.1 

 

 

0.3 

 

 

0.4 

 

 

0.3 

 

 

0.3 

 

 

5.2 

 

 

6.6 

WMECO

 

0.1 

 

 

0.4 

 

 

0.4 

 

 

0.2 

 

 

0.2 

 

 

3.3 

 

 

4.6 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Renewable Energy

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CL&P

 

1.2 

 

 

49.9 

 

 

50.9 

 

 

51.4 

 

 

52.0 

 

 

626.0 

 

 

831.4 


Other Long-Term Renewable Energy Contracts: On September 20, 2013, NSTAR Electric and WMECO, along with two other Massachusetts utilities, signed a long-term commitment, as required by state regulation, to purchase wind power from six wind farms in Maine and New Hampshire for a combined estimated generating capacity of approximately 550 MW.  Over the life of the 15- to 20-year 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 state 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 $0.08 per kWh.  The table above does not include these commitments for the purchase of renewable energy, as such commitments are contingent on the future construction of the respective energy facilities.


C.

Deferred Contractual Obligations

Spent Nuclear Fuel Litigation - DOE Phase III Damages - On May 1,November 15, 2013, the Court of Federal Claims issued an award to CYAPC for $126.3 million, YAEC for $73.3 million and MYAPC for $35.8 million for lawsuits against the DOE seeking recovery of actual damages incurred in the years following 2001 and 2002 (DOE Phase II Damages).  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.

On March 28, 2014, CYAPC, YAEC and MYAPC filed applications with the FERC to reduce rates in their wholesale power contracts through the applicationreceived payment of $90 million, $73.3 million and $35.8 million, respectively, of the DOE proceeds forPhase II Damages proceeds.  On April 28, 2014, the benefit of customers.  In its June 27, 2013 order,Yankee Companies made the required informational filing with FERC granted the proposed rate reductions, and changes to the terms of the wholesale power contracts to become effective on July 1, 2013.  Inin accordance with the process and methodology outlined in the 2013 FERC order,order.  It is anticipated that the Yankee Companies will receive FERC approval and return the DOE Phase II Damages proceeds to the member companies, including CL&P, NSTAR Electric, PSNH, and WMECO, began receivingfor the benefit of their respective customers, effective June 1, 2014.

As of March 31, 2014, the CYAPC and YAEC proceeds received have been reflected as restricted cash in Other Long-Term Assets and the refund obligation to the member companies was reflected as Regulatory Liabilities on the NU consolidated balance sheet.

DOE Phase III Damages - On August 15, 2013, the Yankee Companies each filed subsequent lawsuits against the DOE proceeds,seeking recovery of actual damages incurred in the years 2009 through 2012.  Responsive pleading from the U.S. Department of Justice was filed on November 18, 2013, and the benefits have been or will be passed on to customers.  discovery has begun.


D.

C.Guarantees and Indemnifications

NU parent or NSTAR LLC, as applicable, 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.


NU provided guarantees and various indemnifications on behalf of external parties as a result of the sales of former subsidiaries of NU Enterprises and the termination of an unregulated business, with maximum exposures either not specified or not material.


NU also issued a guaranty under which, beginning at the time the Northern Pass Transmission line goes into commercial operation, NU will guarantee the financial obligations of NPT under the TSA in an amount not to exceed $25 million.  NU'sNU’s obligations under the guaranty expire upon the full, final and indefeasible payment of the guaranteed obligations.


Management does not anticipate a material impact to net income or cash flows from operationsNet Income as a result of these various guarantees and indemnifications.


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Table of Contents

34



The following table summarizes NU'sNU’s guarantees of its subsidiaries, including CL&P, NSTAR Electric, PSNH and WMECO, as of September 30, 2013:  March 31, 2014:


Maximum Exposure

Subsidiary

Description

(in millions)

Expiration Dates

Various

Surety Bonds

$

33.0 

2013 - 2015 (1)

Various

New England Hydro Companies' Long-Term Debt

$

4.0 

Unspecified

NUSCO and RRR

Lease Payments for Vehicles and Real Estate

$

18.8 

2019 and 2024

NU Enterprises

Surety Bonds, Performance Guarantees and Insurance Bond

$

62.3 

 (2)

(2)

 

 

 

 

Maximum Exposure

 

 

 

Subsidiary

 

Description

 

(in millions)

 

Expiration Dates

 

 

 

 

 

 

 

 

 

Various

 

Surety Bonds

 

$

66.7

 

2014 - 2016 (1)

 

 

 

 

 

 

 

 

 

Various

 

New England Hydro Companies’ Long-Term Debt

 

$

3.0

 

Unspecified

 

 

 

 

 

 

 

 

 

NUSCO and RRR

 

Lease Payments for Vehicles and Real Estate

 

$

16.8

 

2019 and 2024

 



(1)

Surety bond expiration dates reflect termination dates, the majority of which will be renewed or extended.


(2)

The maximum exposure includes $3.8 million related to performance guarantees on wholesale purchase contracts, which expire December 31, 2013.  Also included in the maximum exposure is $57.5 million relating to surety bonds covering ongoing projects, which expire upon project completion. The remaining $1 million is related to an insurance bond with no expiration date that is billed annually.  


Many of the underlying contracts that NU parent guarantees, as well as certainCertain surety bonds contain credit ratings triggers that would require NU parent to post collateral in the event that the unsecured debt credit ratings of NU or NSTAR LLC, as applicable, are downgraded.


E.

D.FERC Base ROE Complaint

On September 30, 2011, several New England state attorneys general, state regulatory commissions, consumer advocates and other parties filed a joint complaint with the FERC under Sections 206 and 306 of 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 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 current base ROE isin 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 a separate base ROEROEs 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 whenthe date that the case was filed (April 2013) to the date of the final decision.  The parties filed briefs on this decision towith the FERC, and a decision from the FERC is expected in 2014.  Though NU cannot predict the ultimate outcome of this proceeding, during the third quarter ofin 2013 the Company recorded a series of reserves at its electric subsidiaries to recognize the potential financial impact from the FERC ALJ'sALJ’s initial decision for the refund period.  As a result, theThe aggregate after-tax charge to earnings totaled $14.3 million at NU.  ThisNU, 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'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 estimated impacts of this complaint on the financial position, results of operations or cash flows, of this complaint.flows.


Management expects the CL&P, NSTAR Electric, PSNH, and WMECO aggregate shareholder equity invested in their transmission facilities towill be approximately $2.4 billion at the end of 2013.2014.  As a result, each 10 basis point change in the prospective period authorized base ROE would change annual consolidated earnings by an approximate $2.4 million.


F.E.CPSL

DPU Safety and Reliability Programs - CPSL

Since 2006, NSTAR Electric has been recovering incremental costs related to the DPU-approved Safety 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.




35



On May 28, 2010, the DPU issued an order on NSTAR Electric’s 2006 CPSL cost recovery filing (the May 2010 Order).  In October 2010, NSTAR Electric filed a reconciliation of the cumulative CPSL program activity for the periods 2006 through 2009 with 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 final reconciliation 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.


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

33



Table of Contents

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.


G.

F.Basic Service Bad Debt Adder

In accordance with a generic DPU order, electric utilities in Massachusetts recover the energy-related portion of bad debt costs in their Basic Service 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.


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“more likely than not," it could no longer be deemed "probable."“probable.”  As a result, NSTAR Electric recognized a reserve related to the regulatory asset in the first quarter of 2012.  NSTAR Electric will continue to maintain the reserve until the ultimate outcome of the proceeding has been concluded with the DPU.


10.

9.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&P’s and NSTAR Electric’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 September 30, 2013

 

As of December 31, 2012

 

As of March 31, 2014

 

As of December 31, 2013

 

 

NU

 

NU

 

NU

 

NU

 

 

Carrying

 

Fair

 

Carrying

 

Fair

 

Carrying

 

Fair

 

Carrying

 

Fair

 

(Millions of Dollars)

(Millions of Dollars)

Amount

 

Value

 

Amount

 

Value

 

Amount

 

Value

 

Amount

 

Value

 

Preferred Stock Not

Preferred Stock Not

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subject to Mandatory Redemption

 

$

155.6

 

$

152.0

 

$

155.6

 

$

152.7

 

Long-Term Debt

 

8,848.9

 

9,177.7

 

8,310.2

 

8,443.1

 

Subject to Mandatory Redemption

$

 155.6 

 

$

 152.2 

 

$

 155.6 

 

$

 152.2 

Long-Term Debt

 

 8,052.5 

 

 8,267.2 

 

 7,963.5 

 

 8,640.7 

Rate Reduction Bonds

 

 - 

 

 - 

 

 82.1 

 

 83.0 


 

As of September 30, 2013

 

As of March 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

 

Amount

 

Value

 

Amount

 

Value

 

Amount

 

Value

 

Amount

 

Value

 

Preferred Stock Not

Preferred Stock Not

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subject to Mandatory Redemption

$

 116.2 

 

$

 110.3 

 

$

 43.0 

 

$

 41.9 

 

$

 - 

 

$

 - 

 

$

 - 

 

$

 - 

Subject to Mandatory Redemption

 

$

116.2

 

$

110.9

 

$

43.0

 

$

41.1

 

$

 

$

 

$

 

$

 

Long-Term Debt

Long-Term Debt

 

 2,741.0 

 

 2,992.0 

 

 1,801.0 

 

 1,881.9 

 

 889.1 

 

 934.7 

 

 549.6 

 

 562.1 

 

2,741.4

 

3,033.1

 

2,099.0

 

2,224.0

 

1,049.1

 

1,096.5

 

629.2

 

661.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2012

 

CL&P

 

NSTAR Electric

 

PSNH

 

WMECO

 

Carrying

 

Fair

 

Carrying

 

Fair

 

Carrying

 

Fair

 

Carrying

 

Fair

(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 

 

$

 - 

 

$

 - 

 

$

 - 

 

$

 - 

Long-Term Debt

 

 2,862.8 

 

 3,295.4 

 

 1,602.6 

 

 1,818.8 

 

 997.9 

 

 1,088.0 

 

 605.3 

 

 660.4 

Rate Reduction Bonds

 

 - 

 

 - 

 

 43.5 

 

 43.9 

 

 29.3 

 

 29.6 

 

 9.4 

 

 9.5 


 

 

As of December 31, 2013

 

 

 

CL&P

 

NSTAR Electric

 

PSNH

 

WMECO

 

 

 

Carrying

 

Fair

 

Carrying

 

Fair

 

Carrying

 

Fair

 

Carrying

 

Fair

 

(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

 

$

 

$

 

$

 

$

 

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

 

Derivative Instruments:  Derivative instruments are carried at fair value.  For further information, see Note 4, "Derivative“Derivative Instruments," to the financial statements.



36




Other Financial Instruments:  Investments in marketable securities are carried at fair value. For further information, see Note 1D, "Summary“Summary of Significant Accounting Policies - Fair Value Measurements," and Note 5, "Marketable“Marketable Securities," to the financial statements. The carrying value of other financial instruments included in current assets and current liabilities, including cash and cash equivalents and special deposits, approximates their fair value due to the short-term nature of these instruments.


11.34



Table of Contents

10.ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)


The changes in accumulated other comprehensive income/(loss) by component, net of tax, is as follows:


 

 

For the Nine Months Ended September 30, 2013

(Millions of Dollars)

Qualified Cash Flow Hedging Instruments

 

Unrealized Gains/(Losses) on Available-for-Sale Securities

 

Pension, SERP and PBOP
Benefit Plans

 

Total

AOCI as of January 1, 2013

 (16.4)

 

 1.3 

 

 (57.8)

 

 (72.9)

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Comprehensive Income Before Reclassifications

 

 - 

 

 

 (0.8)

 

 

 - 

 

 

 (0.8)

Amounts Reclassified from AOCI

 

1.5 

 

 

 - 

 

 

4.8 

 

 

6.3 

Net Other Comprehensive Income

 

1.5 

 

 

(0.8)

 

 

4.8 

 

 

5.5 

AOCI as of September 30, 2013

$

(14.9)

 

$

0.5 

 

$

(53.0)

 

$

(67.4)

 

 

For the Three Months Ended March 31, 2014

 

For the Three Months Ended March 31, 2013

 

 

 

 

 

Unrealized

 

Pension,

 

 

 

 

 

Unrealized

 

Pension,

 

 

 

 

 

Qualified

 

Gains/(Losses)

 

SERP and

 

 

 

Qualified

 

Gains/(Losses)

 

SERP and

 

 

 

 

 

Cash Flow

 

on Available-

 

PBOP

 

 

 

Cash Flow

 

on Available-

 

PBOP

 

 

 

 

 

Hedging

 

for-Sale

 

Benefit

 

 

 

Hedging

 

for-Sale

 

Benefit

 

 

 

(Millions of Dollars)

 

Instruments

 

Securities

 

Plans

 

Total

 

Instruments

 

Securities

 

Plans

 

Total

 

AOCI as of Beginning of Period

 

$

(14.4

)

$

0.4

 

$

(32.0

)

$

(46.0

)

$

(16.4

)

$

1.3

 

$

(57.8

)

$

(72.9

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OCI Before Reclassifications

 

 

0.2

 

 

0.2

 

 

(0.1

)

 

(0.1

)

Amounts Reclassified from AOCI

 

0.5

 

 

1.0

 

1.5

 

0.5

 

 

1.6

 

2.1

 

Net OCI

 

0.5

 

0.2

 

1.0

 

1.7

 

0.5

 

(0.1

)

1.6

 

2.0

 

AOCI as of End of Period

 

$

(13.9

)

$

0.6

 

$

(31.0

)

$

(44.3

)

$

(15.9

)

$

1.2

 

$

(56.2

)

$

(70.9

)


NU'sNU’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, which are not material to their respective financial statements.


The following table sets forth the amounts reclassified from AOCI by component and the affectedimpacted line item on the statements of income:


For the Three Months Ended

 

For the Nine Months Ended

 

 

September 30, 2013

 

September 30, 2013

 

 

 

For the Three Months Ended March 31,

 

Amount Reclassified

 

Amount Reclassified

 

Statements of Income

 

Amounts Reclassified from AOCI

 

Statements of Income Line Item
Impacted

 

(Millions of Dollars)

from AOCI

 

from AOCI

 

Line Item Impacted

 

2014

 

2013

 

 

 

Qualified Cash Flow Hedging Instruments

$

(0.8)

 

$

(2.5)

 

Interest Expense

 

$

(0.8

)

$

(0.8

)

Interest Expense

 

Tax Benefit

 

0.3 

 

 

1.0 

 

Income Tax Expense

 

0.3

 

0.3

 

Income Tax Expense

 

Qualified Cash Flow Hedging Instruments, Net of Tax

$

(0.5)

 

$

(1.5)

 

 

 

$

(0.5

)

$

(0.5

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension, SERP and PBOP Benefit Plan Costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of Actuarial Losses

$

(2.5)

 

$

(7.3)

 

(1)

 

$

(1.7

)

$

(2.6

)

Operations and Maintenance (1)

 

Amortization of Prior Service Cost

 

 

 

(0.1)

 

(1)

Total Pension, SERP and PBOP Benefit Plan Costs

 

(2.5)

 

 

(7.4)

 

(1)

Tax Benefit

 

0.9 

 

 

2.6 

 

Income Tax Expense

 

0.7

 

1.0

 

Income Tax Expense

 

Pension, SERP and PBOP Benefit Plan Costs, Net of Tax

$

(1.6)

 

$

(4.8)

 

 

 

$

(1.0

)

$

(1.6

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Amount Reclassified from AOCI, Net of Tax

$

(2.1)

 

$

(6.3)

 

 

 

$

(1.5

)

$

(2.1

)

 

 



(1)

These AOCI amounts are included in the computation of net periodic Pension, SERP and PBOP costs.  See Note 7, "Pension“Pension Benefits and Postretirement Benefits Other Than Pensions," for further information.


12.

11.COMMON SHARES


The following table sets forth the NU common shares and the shares of common stock of CL&P, NSTAR Electric, PSNH and WMECO common stockthat were authorized and issued and the respective per share par values:


Shares

 

Shares

 

Authorized

 

Issued

 

 

 

Authorized as of

 

 

 

 

 

Per Share

 

As of

 

As of

 

Per Share

 

March 31, 2014 and

 

Issued as of

 

Par Value

 

September 30, 2013

 

December 31, 2012

 

September 30, 2013

 

December 31, 2012

 

Par Value

 

December 31, 2013

 

March 31, 2014

 

December 31, 2013

 

NU

$

 

380,000,000 

 

380,000,000 

 

333,019,517 

 

 

332,509,383 

 

$

5

 

380,000,000

 

333,316,045

 

333,113,492

 

CL&P

$

10 

 

24,500,000 

 

24,500,000 

 

 6,035,205 

 

 

6,035,205 

 

$

10

 

24,500,000

 

6,035,205

 

6,035,205

 

NSTAR Electric

$

 

100,000,000 

 

100,000,000 

 

 100 

 

 

100 

 

$

1

 

100,000,000

 

100

 

100

 

PSNH

$

 

100,000,000 

 

100,000,000 

 

 301 

 

 

301 

 

$

1

 

100,000,000

 

301

 

301

 

WMECO

$

25 

 

1,072,471 

 

1,072,471 

 

 434,653 

 

 

434,653 

 

$

25

 

1,072,471

 

434,653

 

434,653

 


As of September 30, 2013March 31, 2014 and December 31, 2012, 18,137,0172013, there were 17,498,327 and 18,455,74917,796,672 NU common shares were held as treasury shares, respectively.  As of March 31, 2014 and December 31, 2013, NU common shares outstanding were 315,817,718 and 315,273,559, respectively.


35




Table of Contents

37


12.COMMON SHAREHOLDERS’ EQUITY AND NONCONTROLLING INTERESTS



13.

COMMON SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A summary of the changes in Common Shareholders' Equity and Noncontrolling Interests of NU is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

 

 

 

September 30, 2013

 

September 30, 2012

 

 

 

 

 

 

 

Noncontrolling

 

 

 

 

 

 

 

 

 

 

Noncontrolling

 

 

 

 

 

 

Interest -

 

 

 

 

 

 

 

 

 

 

Interest -

 

 

 

 

Common

 

Preferred

 

Common

 

Non-

 

 

 

Preferred

 

 

 

 

Shareholders'

 

Stock of

 

Shareholders'

 

Controlling

 

Total

 

Stock of

(Millions of Dollars)

Equity

 

Subsidiaries

 

Equity

 

Interest

 

Equity

 

Subsidiaries

Balance - Beginning of Period

$

 9,406.6 

 

$

 155.6 

 

$

 9,067.6 

 

$

 - 

 

$

 9,067.6 

 

$

 155.6 

Net Income

 

 211.4 

 

 

 - 

 

 

 209.5 

 

 

 - 

 

 

 209.5 

 

 

 - 

Dividends on Common Shares

 

 (114.9)

 

 

 - 

 

 

 (107.6)

 

 

 - 

 

 

 (107.6)

 

 

 - 

Dividends on Preferred Stock

 

 (1.9)

 

 

 (1.9)

 

 

 (1.9)

 

 

 - 

 

 

 (1.9)

 

 

 (1.9)

Issuance of Common Shares

 

 1.4 

 

 

 - 

 

 

 0.8 

 

 

 - 

 

 

 0.8 

 

 

 - 

Other Transactions, Net

 

 12.8 

 

 

 - 

 

 

 6.3 

 

 

 - 

 

 

 6.3 

 

 

 - 

Net Income Attributable to

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling Interests

 

 - 

 

 

 1.9 

 

 

 - 

 

 

 - 

 

 

 - 

 

 

 1.9 

Other Comprehensive Income

 

 2.1 

 

 

 - 

 

 

 2.2 

 

 

 - 

 

 

 2.2 

 

 

 - 

Balance - End of Period

$

 9,517.5 

 

$

 155.6 

 

$

 9,176.9 

 

$

 - 

 

$

 9,176.9 

 

$

 155.6 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Nine Months Ended

 

 

 

 

September 30, 2013

 

September 30, 2012

 

 

 

 

 

 

 

Noncontrolling

 

 

 

 

 

 

 

 

 

 

Noncontrolling

 

 

 

 

 

 

Interest -

 

 

 

 

 

 

 

 

 

 

Interest -

 

 

 

 

Common

 

Preferred

 

Common

 

Non-

 

 

 

Preferred

 

 

 

 

Shareholders'

 

Stock of

 

Shareholders'

 

Controlling

 

Total

 

Stock of

(Millions of Dollars)

Equity

 

Subsidiaries

 

Equity

 

Interest

 

Equity

 

Subsidiaries

Balance - Beginning of Period

$

9,237.1 

 

$

 155.6 

 

$

 4,012.7 

 

$

 3.0 

 

$

 4,015.7 

 

$

 116.2 

Net Income

 

614.4 

 

 

 - 

 

 

 356.5 

 

 

 - 

 

 

 356.5 

 

 

 - 

Purchase Price of NSTAR

 

 - 

 

 

 - 

 

 

 5,038.3 

 

 

 - 

 

 

 5,038.3 

 

 

 - 

Other Equity Impacts of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Merger with NSTAR

 

 - 

 

 

 - 

 

 

 3.4 

 

 

 (3.4)

 

 

 - 

 

 

 39.4 

Dividends on Common Shares

 

(346.9)

 

 

 - 

 

 

 (267.8)

 

 

 - 

 

 

 (267.8)

 

 

 - 

Dividends on Preferred Stock

 

(5.8)

 

 

 (5.8)

 

 

 (5.1)

 

 

 - 

 

 

 (5.1)

 

 

 (5.1)

Issuance of Common Shares

 

10.2 

 

 

 - 

 

 

 12.2 

 

 

 - 

 

 

 12.2 

 

 

 - 

Contributions to NPT

 

 - 

 

 

 - 

 

 

 - 

 

 

 0.3 

 

 

 0.3 

 

 

 - 

Other Transactions, Net

 

3.0 

 

 

 - 

 

 

 20.3 

 

 

 - 

 

 

 20.3 

 

 

 - 

Net Income Attributable to

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling Interests

 

 - 

 

 

 5.8 

 

 

 (0.1)

 

 

 0.1 

 

 

 - 

 

 

 5.1 

Other Comprehensive Income

 

5.5 

 

 

 - 

 

 

 6.5 

 

 

 - 

 

 

 6.5 

 

 

 - 

Balance - End of Period

$

9,517.5 

 

$

 155.6 

 

$

 9,176.9 

 

$

 

$

 9,176.9 

 

$

 155.6 


A summary of the changes in Common Shareholders’ Equity and Noncontrolling Interests of NU is as follows:

14.

 

 

For the Three Months Ended

 

 

 

March 31, 2014

 

March 31, 2013

 

 

 

 

 

Noncontrolling

 

 

 

Noncontrolling

 

 

 

 

 

Interest -

 

 

 

Interest -

 

 

 

Common

 

Preferred

 

Common

 

Preferred

 

 

 

Shareholders’

 

Stock of

 

Shareholders’

 

Stock of

 

(Millions of Dollars)

 

Equity

 

Subsidiaries

 

Equity

 

Subsidiaries

 

Balance as of Beginning of Period

 

$

9,611.5

 

$

155.6

 

$

9,237.1

 

$

155.6

 

Net Income

 

237.8

 

 

230.0

 

 

Dividends on Common Shares

 

(123.9

)

 

(116.4

)

 

Dividends on Preferred Stock

 

(1.9

)

(1.9

)

(1.9

)

(1.9

)

Issuance of Common Shares

 

5.2

 

 

8.4

 

 

Other Transactions, Net

 

(6.5

)

 

(14.0

)

 

Net Income Attributable to Noncontrolling Interests

 

 

1.9

 

 

1.9

 

Other Comprehensive Income

 

1.7

 

 

2.0

 

 

Balance as of End of Period

 

$

9,723.9

 

$

155.6

 

$

9,345.2

 

$

155.6

 

13.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 plus the potential dilutive effect ifof certain share-based compensation awards areas if they were converted into common shares.  There were no antidilutive share awards outstanding for the three months ended September 30, 2013 and 2012.March 31, 2014.  For the ninethree months ended September 30,March 31, 2013, and 2012, there were 2,100 and 5,688, respectively,6,299 antidilutive share awards excluded from the computation.


The following table sets forth the components of basic and diluted EPS:


 

For the Three Months Ended

 

For the Nine Months Ended

 

 

For the Three Months Ended

 

(Millions of Dollars, except share information)

(Millions of Dollars, except share information)

September 30, 2013

 

September 30, 2012

 

September 30, 2013

 

September 30, 2012

 

 

March 31, 2014

 

March 31, 2013

 

Net Income Attributable to Controlling Interest

Net Income Attributable to Controlling Interest

$

 209.5 

 

$

 207.6 

 

$

 608.6 

 

$

 351.2 

 

 

$

236.0

 

$

228.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Common Shares Outstanding:

Weighted Average Common Shares Outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 315,291,346 

 

 314,806,441 

 

 315,191,752 

 

 264,636,636 

 

Dilutive Effect

 

 926,893 

 

 

 999,355 

 

 

 869,379 

 

 

 716,741 

 

Diluted

 

 316,218,239 

 

 

 315,805,796 

 

 

 316,061,131 

 

 

 265,353,377 

 

Basic

 

315,534,512

 

315,129,782

 

Dilutive Effect

 

1,357,607

 

872,756

 

Diluted

 

316,892,119

 

316,002,538

 

Basic EPS

Basic EPS

$

 0.66 

 

$

 0.66 

 

$

 1.93 

 

$

 1.33 

 

 

$

0.75

 

$

0.72

 

Diluted EPS

Diluted EPS

$

 0.66 

 

$

 0.66 

 

$

 1.93 

 

$

 1.32 

 

 

$

0.74

 

$

0.72

 


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 for all periods presented.


RSUs and performance shares 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 RSUs and performance shares is calculated using the treasury



38



stock method.  Assumed proceeds of these units 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 units (the difference between the market value of the average units 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).


15.

14.SEGMENT INFORMATION


Presentation:  NU 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'segments’ products and services, the sources of operating revenues and expenses and the regulatory environment in which each segment operates.  These reportable segments represented substantially all of NU'sNU’s total consolidated revenues for the three and nine months ended September 30, 2013March 31, 2014 and 2012.2013.  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’s operations is presented as Other operations in the tables below and primarily consists of 1) the equity in earnings of NU parent from its subsidiaries and intercompany interest income, both of which are eliminated in consolidation, and interest income and expense related to the cash and debt of NU parent, and NSTAR LLC, respectively, 2) the revenues and expenses of NU'sNU’s service companies,company, most of which are eliminated in consolidation, 3) the operations of CYAPC and YAEC, and 4) the results of other non-regulated subsidiaries, which are comprisednot part of NU Enterprises, NSTAR Communications, Inc., RRR (a real estate subsidiary), the non-energy-related subsidiariesits core business.

36



Table of Yankee and the remaining operations of HWP.Contents


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 the capitalized portions of pension expense.


NU’s reportable segments are the combined Electric Distribution, Electric Transmission and Natural Gas Distribution segments,determined based upon the level at which NU’s chief operating decision maker assesses performance and makes decisions about the allocation of company resources.  Each of NU’s subsidiaries, including CL&P, NSTAR Electric, PSNH and WMECO, has one reportable segment.  Therefore, separate Transmission and Distribution information is not disclosed for CL&P, NSTAR Electric, PSNH or WMECO. NU’s operating segments and reporting units are consistent with its reportable business segments.


NSTAR amounts are included in NU consolidated as of April 10, 2012.


NU'sNU’s segment information for the three and nine months ended September 30,March 31, 2014 and 2013 and 2012 is as follows:


 

For the Three Months Ended September 30, 2013

 

For the Three Months Ended March 31, 2014

 

 

Electric

 

Natural Gas

 

 

 

 

 

 

 

 

 

Electric

 

Natural Gas

 

 

 

 

 

 

 

 

 

(Millions of Dollars)

(Millions of Dollars)

Distribution

 

Distribution

 

Transmission

 

Other

 

Eliminations

 

Total

 

Distribution

 

Distribution

 

Transmission

 

Other

 

Eliminations

 

Total

 

Operating Revenues

Operating Revenues

$

 1,508.6 

 

$

 97.1 

 

$

 234.1 

 

$

 212.5 

 

$

 (159.7)

 

$

 1,892.6 

 

$

1,585.9

 

$

432.8

 

$

252.1

 

$

172.2

 

$

(152.4

)

$

2,290.6

 

Depreciation and Amortization

Depreciation and Amortization

 

 (159.6)

 

 (16.4)

 

 (34.5)

 

 (11.2)

 

 2.6 

 

 (219.1)

 

(148.8

)

(17.7

)

(37.0

)

(7.0

)

1.8

 

(208.7

)

Other Operating Expenses

Other Operating Expenses

 

 (1,064.1)

 

 

 (89.4)

 

 

 (73.4)

 

 

 (206.8)

 

 

 159.5 

 

 

 (1,274.2)

 

(1,210.9

)

(321.4

)

(66.4

)

(165.4

)

149.9

 

(1,614.2

)

Operating Income/(Loss)

Operating Income/(Loss)

 

 284.9 

 

 (8.7)

 

 126.2 

 

 (5.5)

 

 2.4 

 

 399.3 

 

226.2

 

93.7

 

148.7

 

(0.2

)

(0.7

)

467.7

 

Net Income/(Loss) Attributable

 

 

 

 

 

 

 

 

 

 

 

 

to Controlling Interest

 

 156.9 

 

 (10.4)

 

 58.6 

 

 313.1 

 

 (308.7)

 

 209.5 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense

 

(47.4

)

(8.5

)

(25.5

)

(9.6

)

1.0

 

(90.0

)

Other Income, Net

 

1.4

 

0.1

 

1.5

 

294.8

 

(296.1

)

1.7

 

Net Income Attributable to Controlling Interest

 

$

112.2

 

$

52.1

 

$

74.9

 

$

291.7

 

$

(294.9

)

$

236.0

 

Cash Flows Used for Investments in Plant

 

$

189.4

 

$

28.9

 

$

112.2

 

$

18.2

 

$

 

$

348.7

 


 

For the Nine Months Ended September 30, 2013

 

For the Three Months Ended March 31, 2013

 

 

Electric

 

Natural Gas

 

 

 

 

 

 

 

 

 

Electric

 

Natural Gas

 

 

 

 

 

 

 

 

 

(Millions of Dollars)

(Millions of Dollars)

Distribution

 

Distribution

 

Transmission

 

Other

 

Eliminations

 

Total

 

Distribution

 

Distribution

 

Transmission

 

Other

 

Eliminations

 

Total

 

Operating Revenues

Operating Revenues

$

 4,104.4 

 

$

 613.0 

 

$

 721.5 

 

$

 650.4 

 

$

 (565.8)

 

$

 5,523.5 

 

$

1,374.2

 

$

361.8

 

$

239.5

 

$

217.2

 

$

(197.7

)

$

1,995.0

 

Depreciation and Amortization

Depreciation and Amortization

 

 (488.7)

 

 (50.5)

 

 (100.9)

 

 (52.0)

 

 7.2 

 

 (684.9)

 

(177.0

)

(17.4

)

(31.8

)

(19.0

)

1.7

 

(243.5

)

Other Operating Expenses

Other Operating Expenses

 

 (2,952.4)

 

 

 (483.6)

 

 

 (199.1)

 

 

 (599.0)

 

 

 564.3 

 

 

 (3,669.8)

 

(1,004.9

)

(267.2

)

(62.2

)

(197.4

)

199.2

 

(1,332.5

)

Operating Income/(Loss)

 

 663.3 

 

 78.9 

 

 421.5 

 

 (0.6)

 

 5.7 

 

 1,168.8 

Net Income Attributable

 

 

 

 

 

 

 

 

 

 

 

 

to Controlling Interest

 

 347.5 

 

 34.1 

 

 215.4 

 

 868.7 

 

 (857.1)

 

 608.6 

Cash Flows Used for

 

 

 

 

 

 

 

 

 

 

 

 

Investments in Plant

 

 501.9 

 

 91.2 

 

 458.2 

 

 22.5 

 

 - 

 

 1,073.8 

Operating Income

 

192.3

 

77.2

 

145.5

 

0.8

 

3.2

 

419.0

 

Interest Expense

 

(42.1

)

(7.4

)

(21.9

)

(6.4

)

1.5

 

(76.3

)

Other Income, Net

 

4.8

 

0.2

 

2.8

 

321.9

 

(321.9

)

7.8

 

Net Income Attributable to Controlling Interest

 

$

99.5

 

$

43.3

 

$

79.9

 

$

322.8

 

$

(317.4

)

$

228.1

 

Cash Flows Used for Investments in Plant

 

$

157.8

 

$

31.2

 

$

185.4

 

$

14.6

 

$

 

$

389.0

 




The following table summarizes NU’s segmented total assets:

39

 

 

Electric

 

Natural Gas

 

 

 

 

 

 

 

 

 

(Millions of Dollars)

 

Distribution

 

Distribution

 

Transmission

 

Other

 

Eliminations

 

Total

 

As of March 31, 2014

 

$

18,882.9

 

$

2,846.7

 

$

5,165.6

 

$

11,913.6

 

$

(10,711.9

)

$

28,096.9

 

As of December 31, 2013

 

17,260.0

 

2,759.7

 

6,745.8

 

11,842.4

 

(10,812.4

)

27,795.5

 


15.SUBSEQUENT EVENT



See Note 6, “Short-Term and Long-Term Debt,” for information regarding the April 2014 CL&P long-term debt issuance.

 

 

For the Three Months Ended September 30, 2012

 

 

Electric

 

Natural Gas

 

 

 

 

 

 

 

 

 

 

 

 

(Millions of Dollars)

Distribution

 

Distribution

 

Transmission

 

Other

 

Eliminations

 

Total

Operating Revenues

$

 1,483.7 

 

$

 91.3 

 

$

 235.6 

 

$

 219.5 

 

$

 (168.6)

 

$

 1,861.5 

Depreciation and Amortization

 

 (172.6)

 

 

 (12.6)

 

 

 (29.7)

 

 

 (17.5)

 

 

 1.1 

 

 

 (231.3)

Other Operating Expenses

 

 (1,027.4)

 

 

 (77.2)

 

 

 (66.3)

 

 

 (216.8)

 

 

 170.4 

 

 

 (1,217.3)

Operating Income/(Loss)

 

 283.7 

 

 

 1.5 

 

 

 139.6 

 

 

 (14.8)

 

 

 2.9 

 

 

 412.9 

Net Income/(Loss) Attributable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

to Controlling Interest

 

 150.5 

 

 

 (4.4)

 

 

 71.1 

 

 

 313.9 

 

 

 (323.5)

 

 

 207.6 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

For the Nine Months Ended September 30, 2012

 

 

Electric

 

Natural Gas

 

 

 

 

 

 

 

 

 

 

 

 

(Millions of Dollars)

Distribution

 

Distribution

 

Transmission

 

Other

 

Eliminations

 

Total

Operating Revenues

$

 3,499.7 

 

$

 361.5 

 

$

 627.2 

 

$

 582.9 

 

$

 (481.5)

 

$

 4,589.8 

Depreciation and Amortization

 

 (398.1)

 

 

 (32.7)

 

 

 (79.5)

 

 

 (39.1)

 

 

 2.6 

 

 

 (546.8)

Other Operating Expenses

 

 (2,654.4)

 

 

 (292.9)

 

 

 (179.5)

 

 

 (614.5)

 

 

 485.1 

 

 

 (3,256.2)

Operating Income/(Loss)

 

 447.2 

 

 

 35.9 

 

 

 368.2 

 

 

 (70.7)

 

 

 6.2 

 

 

 786.8 

Net Income Attributable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

to Controlling Interest

 

 212.1 

 

 

 8.3 

 

 

 181.1 

 

 

 511.6 

 

 

 (561.9)

 

 

 351.2 

Cash Flows Used for

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments in Plant

 

 461.3 

 

 

 105.9 

 

 

 476.0 

 

 

 38.6 

 

 

 - 

 

 

 1,081.8 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The following table summarizes NU's segmented total assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electric

 

Natural Gas

 

 

 

 

 

 

 

 

 

 

 

 

(Millions of Dollars)

Distribution

 

Distribution

 

Transmission

 

Other

 

Eliminations

 

Total

As of September 30, 2013

 

 17,912.9 

 

 

 2,656.8 

 

 

 6,566.1 

 

 

 19,446.9 

 

 

 (18,138.4)

 

 

 28,444.3 

As of December 31, 2012

 

 18,047.3 

 

 

 2,717.4 

 

 

 6,187.7 

 

 

 18,832.6 

 

 

 (17,482.2)

 

 

 28,302.8 


37





Table of Contents

40



NORTHEAST UTILITIES AND SUBSIDIAIRIESSUBSIDIARIES


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


The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related combined notes included in this combined Quarterly Report on Form 10-Q the First and Second Quarter 2013 Quarterly Reports on Form 10-Q, and the 20122013 Annual Report on Form 10-K.  References in this Form 10-Q to "NU,"“NU,” the "Company," "we," "us"“Company,” “we,” “us,” and "our"“our” refer to Northeast Utilities and its consolidated subsidiaries, including NSTAR LLC and its subsidiaries for the periods after April 10, 2012.subsidiaries.  All per share amounts are reported on a diluted basis.  The unaudited condensed consolidated financial statements of NU, NSTAR Electric and PSNH and the unaudited condensed financial statements of CL&P and WMECO are herein collectively referred to as the "financial“financial statements."


Refer to the Glossary of Terms included in this combined Quarterly Report on Form 10-Q for abbreviations and acronyms used throughout thisManagement'sManagement’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.  The earnings and EPS of each business discussed below do not represent a direct legal interest in the assets and liabilities allocated to 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 Interest of each business by the weighted average diluted NU common shares outstanding for the period.year.  The discussion below also includes non-GAAP financial measures referencing our thirdfirst quarter 2014 and first nine months of 2013 and 2012 earnings and EPS excluding certain integration and merger costs related to NU'sNU’s merger with NSTAR.  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 thirdfirst quarter 2014 and first nine months of 2013 and 2012 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, 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 Interest 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 Interest are included under "Financial“Financial Condition and Business Analysis Overview – Consolidated"— Consolidated” inManagement'sManagement’s Discussion and Analysis, herein.


Forward-Looking Statements:  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"“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,"“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:


·

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

·

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

·

actions or inaction byof local, state and federal regulatory and taxing bodies,

·

changes in business and economic conditions, including their impact on interest rates, collectability of receivables,bad debt expense, and demand for our products and services,

·

fluctuations in weather patterns,

·

changes in laws, regulations or regulatory policy,

·

changes in levels andor 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



41



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 Quarterly Report on Form 10-Q and in NU’s 20122013 Annual Report on Form 10-K.  This Quarterly Report on Form 10-Q and NU’s 20122013 Annual Report on Form 10-K also

38



Table of Contents

describe material contingencies and critical accounting policies in the accompanyingManagement’s Discussion and Analysis of Financial Condition and Results of Operations andCombined Notes to Condensed Consolidated Financial Statements (Unaudited).  We encourage you to review these items.


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 LLC and its subsidiaries, hereinafter referred to as "NSTAR," are included in NU’s financial position, results of operations and cash flows as of September 30, 2013 and December 31, 2012, for the three months ended September 30, 2013 and 2012, and for the nine months ended September 30, 2013, throughout thisManagement's Discussion and Analysis of Financial Condition and Results of Operations.


Executive Summary


The followingfollowing items in this executive summary are explained in more detail in this combined Quarterly Report on Form 10-Q:


Results:


·The earnings discussion below compares the three months ended March 31, 2014 with the same period in 2013:

·We earned $209.5$236 million, or $0.66$0.74 per share, in the third quarter of 2013, and $608.6compared with $228.1 million, or $1.93$0.72 per share.  Excluding integration costs, we earned $241.8 million, or $0.76 per share, compared with $229.9 million, or $0.73 per share.  Improved earnings results were due primarily to higher retail electric and firm natural gas sales as a result of colder weather, partially offset by the absence of a favorable impact from the resolution of a state income tax audit in the first nine monthsquarter of 2013, compared with $207.62013.

·The resolution of the state income tax audit provided a $13.6 million, or $0.66$0.04 per share, in the third quarter of 2012 and $351.2 million, or $1.32 per share, in the first nine months of 2012.  Excluding integration and merger-related costs, we earned $216.5 million, or $0.69 per share, in the third quarter of 2013, and $619.2 million, or $1.96 per share, in the first nine months of 2013, compared with $220.5 million, or $0.70 per share, in the third quarter of 2012, and $456.7 million, or $1.72 per share, in the first nine months of 2012.  


·

The addition of NSTAR provided an earnings contribution of $225.6 million for the first nine months of 2013, comparedbenefit to $141 million for the first nine months of 2012.  Because the merger closed on April 10, 2012, NSTAR’sour first quarter 2012 results are not reflected in NU’s results for the first nine months2013 earnings, consisting of 2012.a $6.7 million benefit to NU parent, a $5.7 million benefit to our transmission segment, and a $1.2 million benefit to our electric distribution segment.


·

Our electric distribution segment, which includes generation, earned $156.9$112.2 million, or $0.50$0.35 per share, in the third quarter of 2013 and $347.5compared with $99.5 million, or $1.10$0.32 per share, in the first nine months of 2013, compared with earnings of $150.5 million, or $0.48 per share, in the third quarter of 2012 and $212.1 million, or $0.80 per share, in the first nine months of 2012.  The results for the third quarter and first nine months of 2012 reflect $0.2 million and $51 million, respectively, of after-tax merger-related costs.share.


·

Our transmission segment earned $58.6$74.9 million, or $0.18$0.24 per share, in the third quarter of 2013 and $215.4compared with $79.9 million, or $0.68$0.25 per share, inshare.  The decrease was due to the first nine monthsabsence of 2013, compared with $71.1the $5.7 million or $0.23 per share, infavorable impact from the third quarter of 2012 and $181.1 million, or $0.68 per share, in the first nine months of 2012.  The results for the third quarter and first nine months of 2013 reflect an after-tax reserve of $14.3 million.  For further information, see theLegislative, Regulatory, Policy and Other Itemssection in this Executive Summary.  resolution described above.


·

Our natural gas distribution segment had a net loss of $10.4earned $52.1 million, or $0.03$0.16 per share, in the third quartercompared with $43.3 million, or $0.14 per share.

·NU parent and other companies had net losses of 2013 and$3.2 million, or $0.01 per share, compared with earnings of $34.1 million, or $0.11 per share, in the first nine months of 2013, compared with a net loss of $4.4$5.4 million, or $0.02 per share, in the third quarter of 2012 and earnings of $8.3 million, or $0.03 per share, in the first nine months of 2012.  The results for the first nine months of 2012 reflect $2.1 million of after-tax merger-related costs.


·

share.  Excluding integration costs, NU parent and other companies earned $4.4$2.6 million, or $0.01 per share, in the third quarter of 2013 and $11.6compared with $7.2 million, or $0.04$0.02 per share, in the first nine months of 2013, compared with net expenses of $9.6 million, or $0.03 per share, in the third quarter of 2012 and $50.3 million, or $0.19 per share, in the first nine months of 2012.share.  The results for the third quarter and first nine months of 2013 reflect $7 million and $10.6 million, respectively, of after-tax integration costs.  The results for the third quarter and first nine months of 2012 reflect $12.7 million and $52.4 million, respectively, of after-tax merger-related costs.


Legislative, Regulatory, Policy and Other Items:


·

On July 1, 2013, NPT filed the DOE Presidential Permit Application Amendment.  The DOE has completed its public scoping meeting process and is currently performing field work and data collection.  The $1.4 billion project is expected to be operational by mid-2017.


·

On August 6, 2013, a FERC ALJ issued an initial decision regarding the September 2011 joint complaint filed at FERC by various New England parties concerning the 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 adjustmentsdecrease was due to the FERC, and determined that a separate base ROEabsence of 10.6 percent and 9.7 percent should be set for the refund period (October 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



42



when the case was filed in April 2013.  As a result, in the third quarter of 2013, we recorded a reserve and recognized an after-tax charge of $14.3$6.7 million for the potential financialfavorable impact from the FERC ALJ's initial decision.resolution described above.


Liquidity:Regulatory Items:


·On March 12, 2014, the PURA issued a final decision that approved recovery of CL&P’s $365 million in storm restoration costs and ordered CL&P to capitalize approximately $18 million of the deferred storm restoration costs as utility plant.  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.

·Pursuant to an October 2013 request from the New Hampshire Legislative Oversight Committee on Electric Utility Restructuring, staff of the NHPUC issued a report on April 1, 2014 that 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, compared to their net book value of $660 million, implying potential “stranded costs” in excess of $400 million.  The NHPUC staff recommended that any further actions relating to PSNH’s generating assets await a final decision in the Clean Air Project prudence proceeding, that existing laws regarding divestiture, energy service, and cost recovery be harmonized, and that ISO-NE provide input on the economic and reliability consequences of retirement of PSNH’s fossil generating plants.  In the event of generation asset divestiture or retirement, both present law and the PSNH Restructuring Settlement Agreement approved in 2000 require that the NHPUC provide stranded cost recovery to PSNH.

Liquidity:

·Cash and cash equivalents totaled $57.9$89.2 million as of September 30, 2013,March 31, 2014, compared with $45.7$43.4 million as of December 31, 2012,2013, while investments in property, plant and equipment totaled $1.1 billion$348.7 million in the first nine monthsquarter of 2013 and 2012.2014, compared with $389 million in the first quarter of 2013.


·

Cash flows provided by operating activities totaled $1.1 billion in the first nine months of 2013, compared with $700.8$493.8 million in the first nine monthsquarter of 2012 (amounts are net2014, compared with $473.1 million in the first quarter of RRB payments).2013.  The improved operating cash flows were due primarily to the additionabsence of NSTAR, a decrease incash disbursements for major storm restoration costs and the absencea decrease in 2013 of customer bill creditsPension and merger-related costs paid in the first nine months of 2012,PBOP Plan cash contributions, partially offset by an increase in Pension Plan cash contributions.income taxes paid in the first quarter of 2014, as compared to the first quarter of 2013, and the absence of costs recovered in rates related to the RRBs that were fully amortized in the first half of 2013.


·39



Table of Contents

On September 1, 2013, WMECO repaid at maturity $55

·In the first quarter of 2014, we issued $400 million of 5.00 percent Senior Notes using short-term debt.  On September 3, 2013, CL&P redeemed at par $125new long-term debt consisting of $100 million by Yankee Gas on January 2, 2014 and $300 million by NSTAR Electric on March 7, 2014.  These new issuances were used primarily to repay approximately $375 million of 1.25 percent 2011 PCRBs that were subjectexisting long-term debt.

·On February 4, 2014, our Board of Trustees approved a common dividend payment of $0.3925 per share, payable on March 31, 2014 to mandatory tender for purchase using short-term debt.shareholders of record as of March 3, 2014.  On September 20, 2013, NU parent repaid at maturity $300 millionMay 1, 2014, our Board of Floating Rate Senior Notes with proceeds from NU parent’s issuance onTrustees approved a common dividend payment of $0.3925 per share, payable June 30, 2014 to shareholders of record as of May 13, 2013 of $750 million of Senior Notes.30, 2014.


·

The following transactions became effective on September 6, 2013:  (1) NU parent and certain of its subsidiaries 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 sublimit from $300 million to $600 million; (2) CL&P’s $300 million revolving credit facility was terminated; (3) NSTAR Electric amended its five-year $450 million revolving credit facility dated July 25, 2012 by extending the expiration date from July 25, 2017 to September 6, 2018; and (4) NU parent’s $1.15 billion commercial paper program was increased by $300 million to $1.45 billion.  


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 Interest and diluted EPS, for the third quarterfirst quarters of 2014 and first nine months of 2013 and 2012 is as follows:


 

 

For the Three Months Ended September 30,

 

For the Nine Months Ended September 30,

(Millions of Dollars, Except

 

2013

 

2012

 

2013

 

2012(1)

  Per Share Amounts)

 

Amount

 

Per Share

 

Amount

 

Per Share

 

Amount

 

Per Share

 

Amount

 

Per Share

Net Income Attributable to
  Controlling Interest (GAAP)

 

$

209.5 

 

$

0.66 

 

$

207.6 

 

$

0.66 

 

$

608.6 

 

$

1.93 

 

$

351.2 

 

$

1.32 


Regulated Companies

 

$

205.1 

 

$

0.65 

 

$

217.4 

 

$

0.69 

 

$

597.0 

 

$

1.89 

 

$

454.6 

 

$

1.71 

NU Parent and Other Companies

 

 

11.4 

 

 

0.04 

 

 

3.1 

 

 

0.01 

 

 

22.2 

 

 

0.07 

 

 

2.1 

 

 

0.01 

Non-GAAP Earnings

 

 

216.5 

 

 

0.69 

 

 

220.5 

 

 

0.70 

 

 

619.2 

 

 

1.96 

 

 

456.7 

 

 

1.72 

Integration and Merger-Related
  Costs (after-tax)(2)

 

 

(7.0)

 

 

(0.03)

 

 

(12.9)

 

 

(0.04)

 

 

(10.6)

 

 

(0.03)

 

 

(105.5)

 

 

(0.40)

Net Income Attributable to
  Controlling Interest (GAAP)

 

$

209.5 

 

$

0.66 

 

$

207.6 

 

$

0.66 

 

$

608.6 

 

$

1.93 

 

$

351.2 

 

$

1.32 

 

 

For the Three Months Ended March 31,

 

 

 

2014

 

2013

 

(Millions of Dollars, Except Per Share Amounts)

 

Amount

 

Per Share

 

Amount

 

Per Share

 

Net Income Attributable to Controlling Interest (GAAP)

 

$

236.0

 

$

0.74

 

$

228.1

 

$

0.72

 

 

 

 

 

 

 

 

 

 

 

Regulated Companies

 

$

239.2

 

$

0.75

 

$

222.7

 

$

0.71

 

NU Parent and Other Companies

 

2.6

 

0.01

 

7.2

 

0.02

 

Non-GAAP Earnings

 

241.8

 

0.76

 

229.9

 

0.73

 

Integration Costs (after-tax)

 

(5.8

)

(0.02

)

(1.8

)

(0.01

)

Net Income Attributable to Controlling Interest (GAAP)

 

$

236.0

 

$

0.74

 

$

228.1

 

$

0.72

 


(1)

Results include the operations of NSTAR from the date of the merger, April 10, 2012, through September 30, 2012.  

(2)

The third quarter and first nine months of 2013 costs related to integration costs incurred at NU parent for employee severance accruals, consulting and compensation expenses.  The first nine months of 2012 after-tax merger-related costs consisted of Regulated companies’ charges of $53.1 million (for further information, see theRegulated Companiesportion of this Overview section), costs of $33.2 million at NU parent related to investment advisory fees, attorney fees, and consulting costs, a $10.3 million charge related to change in control costs and other compensation costs at NU parent and NSTAR LLC, and an $8.9 million charge at NU parent for the establishment of a fund to advance Connecticut energy goals related to the Connecticut settlement agreement.


In the third quarter of 2013, we recorded an after-tax charge for severance benefit expenses of $5.5 million at NU parent in connection with the partial outsourcing of information technology functions made as part of ongoing post-merger integration.  Excluding the impact of these integration costs as well as other integration and merger-related costs, our third quarter 2013 earnings decreased by $4 million, as compared to the third quarter of 2012.  The decrease was due primarily to the establishment of an after-tax reserve of $14.3 million related to an August 2013 initial decision from a FERC ALJ that lowers the base ROE earned by NETOs for the 15-month period ended December 31, 2012. For further information, see “FERC Regulatory Issues - FERC Base ROE Complaint” in thisManagement's Discussion and Analysis of Financial Condition and Results of Operations.  Partially offsetting that reserve was higher transmission segment earnings as a result of increased investments in the transmission infrastructure and higher retail electric distribution revenues as a result of an increase in third quarter 2013 demand charges, as compared to third quarter 2012, and the favorable impact related to an increase in PSNH rates effective July 1, 2013 as a result of the PSNH 2010 distribution rate case settlement.


Excluding the impacts of integration and merger-related costs, our first nine months of 2013quarter 2014 earnings increased by $162.5$11.9 million, as compared to the first nine monthsquarter of 2012,2013, due primarily to the inclusion of NSTAR effective April 10, 2012 (NSTAR provided an earnings contribution of $225.6 million for the first nine months of 2013, compared to $141 million for the first nine months of 2012), lower overall operations and maintenance costs, higher retail electric and firm natural gas sales higher transmission segment earnings



43



as a result of increased investments incolder weather, partially offset by the transmission infrastructure, and theabsence of a favorable impact from the resolution of a state income tax audit in the first quarter of 2013.  Partially offsetting these favorable earnings impacts were higher depreciation and property tax expense and the establishmentThe resolution of the $14.3state income tax audit provided a $13.6 million, after-tax reserve relatedor $0.04 per share, benefit to the Augustour first quarter 2013 FERC ALJ initial decision.earnings.


Regulated Companies:  Our Regulated companies consist of the electric distribution, 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 the third quarterfirst quarters of 2014 and first nine months of 2013 and 2012 is as follows:


For the Three Months
Ended September 30,

 

For the Nine Months
Ended September 30,

 

For the Three Months
Ended March 31,

 

(Millions of Dollars)

2013

 

2012

 

2013

 

2012(1)

 

2014

 

2013

 

Electric Distribution

$

156.9 

 

$

150.7 

 

$

347.5

 

$

263.1 

 

$

112.2

 

$

99.5

 

Transmission

 

58.6 

 

 

71.1 

 

 

215.4

 

 

181.1 

 

74.9

 

79.9

 

Natural Gas Distribution

 

(10.4)

 

 

(4.4)

 

 

34.1

 

 

10.4 

 

52.1

 

43.3

 

Total - Regulated Companies

$

205.1 

 

$

217.4 

 

$

597.0

 

$

454.6 

Merger-Related Costs (after-tax)(2)

 

 

 

(0.2)

 

 

-

 

 

(53.1)

Net Income - Regulated Companies

$

205.1 

 

$

217.2 

 

$

597.0

 

$

401.5 

 

$

239.2

 

$

222.7

 


(1)

Results include the operations of NSTAR from the date of the merger, April 10, 2012, through September 30, 2012.

(2)

The first nine months of 2012 after-tax merger-related costs consisted of $27.6 million in charges ($46 million pre-tax) at CL&P, NSTAR Electric, NSTAR Gas and WMECO for customer bill credits related to the Connecticut and Massachusetts settlement agreements, a $23.6 million charge ($40 million pre-tax) related to the Connecticut 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 $1.9 million charge related to change in control costs and other compensation costs.


The third quarter 2013Our electric distribution segment earnings increased $12.7 million in the first quarter of 2014, as compared to the thirdfirst quarter of 2012,2013, due primarily to higher retail electric distribution revenues as a result of an increase in third quarter 2013 demand charges, as compared to third quarter 2012, and the favorable impact related to an increase in PSNH rates effective July 1, 2013 as a result of the PSNH 2010 distribution rate case settlement.  Partially offsetting these favorable earnings impacts were higher depreciation and property tax expense as well as lower retail electric sales as a result of cooler summer weather in the third quarter of 2013, as compared to the same period in 2012.


Excluding $51 million of 2012 after-tax merger-related costs, the first nine months of 2013 electric distribution segment earnings increased, as compared to the first nine months of 2012, due primarily to the inclusion of NSTAR Electric distribution business’ earnings, lower overall operations and maintenance costs and higher retail electric sales due primarily to colder weather in the first quarter of 2013, as compared to the first quarter of 2012.weather.  The first nine months of 20132014 results were also favorably impacted by a PSNH rate increasesincrease effective July 1, 2012 and July 1, 2013 as a result of the 2010 distribution rate case settlement.  Partially offsetting these favorable earnings impacts were higher depreciation and property tax expense.


The third quarter 2013Our transmission segment earnings decreased as compared toin the thirdfirst quarter of 2012, due primarily to the establishment of the $14.3 million after-tax reserve related to the August 2013 FERC ALJ initial decision.  Partially offsetting that reserve was increased investments in the transmission infrastructure, including GSRP, which was 98 percent complete as of September 30, 2013.


The first nine months of 2013 transmission segment earnings increased,2014, as compared to the first nine monthsquarter of 2012,2013, due primarily to the inclusionabsence of NSTAR Electric transmission business’ earnings, increased investments in the transmission infrastructure, including GSRP, and the favorable impact from the resolution of athe state income tax audit in the first quarter of 2013, which provided a $5.7 million benefit to our first quarter 2013 transmission segment earnings, partially offset by the $14.3 million after-tax reserve related to the August 2013 FERC ALJ initial decision.a higher transmission rate base as a result of an increased investment in our transmission infrastructure.


The third quarter 2013 natural gas distribution segment earnings decreased, as compared to the third quarter of 2012, due primarily to the recognition of higher depreciation and property tax expense at NSTAR Gas and higher overall operations and maintenance costs.


Excluding $2.1 million of 2012 after-tax merger-related costs, the first nine months of 2013Our natural gas distribution segment earnings increased as compared to the first nine months of 2012, due primarily to the inclusion of NSTAR Gas’ earnings, higher firm natural gas sales due primarily to colder weather in the first quarter of 2013,2014, as compared to the first quarter of 2012, the favorable impact related2013, due primarily to an increase in Yankee Gas rates effective July 1, 2012higher firm natural gas sales as a result of colder weather, as well as the Yankee Gas 2011 rate case decision, and lower interest expense, partially offset by the recognitionaddition of higher depreciation and property tax expense at NSTAR Gas.  new natural gas heating customers.

40



Table of Contents

A summary of our retail electric GWh sales 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 Three Months Ended
March 31, 2014 Compared to 2013

 

 

 

Sales (GWh)

 

Percentage

 

NU – Electric

 

2014

 

2013

 

Increase

 

Residential

 

6,139

 

5,803

 

5.8

%

Commercial (1)

 

6,866

 

6,695

 

2.6

%

Industrial

 

1,343

 

1,298

 

3.4

%

Total

 

14,348

 

13,796

 

4.0

%

 

 

For the Three Months Ended
March 31, 2014 Compared to 2013

 

 

 

CL&P

 

NSTAR
Electric

 

PSNH

 

WMECO

 

Electric

 

Percentage
Increase

 

Percentage
Increase

 

Percentage
Increase

 

Percentage
Increase/
(Decrease)

 

Residential

 

6.9

%

4.1

%

5.8

%

5.7

%

Commercial (1)

 

2.3

%

2.6

%

2.3

%

4.2

%

Industrial

 

4.2

%

3.5

%

4.8

%

(2.4

)%

Total

 

4.7

%

3.2

%

4.2

%

3.8

%


(1)Commercial retail electric GWh sales include streetlighting and railroad retail sales.

A summary of our firm natural gas sales 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 the third quarter and first nine months of 2013, as compared to the same periods in 2012, is as follows:



 

 

For the Three Months Ended
March 31, 2014 Compared to 2013

 

 

 

Sales (million cubic feet)

 

Percentage

 

NU - Firm Natural Gas

 

2014

 

2013

 

Increase

 

Residential

 

19,812

 

17,015

 

16.4

%

Commercial

 

19,627

 

16,771

 

17.0

%

Industrial

 

7,478

 

6,829

 

9.5

%

Total

 

46,917

 

40,615

 

15.5

%

Total, Net of Special Contracts (1)

 

45,550

 

39,422

 

15.5

%

44

 

 

For the Three Months Ended
March 31, 2014 Compared to 2013

 

 

 

Sales (million cubic feet)

 

 

 

Yankee Gas

 

NSTAR Gas

 

 

 

Percentage

 

Percentage

 

Firm Natural Gas

 

Increase

 

Increase

 

Residential

 

21.8

%

12.9

%

Commercial

 

21.0

%

13.6

%

Industrial

 

10.2

%

7.7

%

Total

 

18.6

%

12.7

%

Total, Net of Special Contracts (1)

 

18.9

%

 

 





 

For the Three Months Ended
September 30, 2013 Compared to 2012

 

For the Nine Months Ended
September 30, 2013 Compared to 2012

 

Sales (GWh)

 

 

 

Sales (GWh)

 

Percentage

NU – Electric

2013

 

2012

 

Percentage Decrease

 

2013

 

2012(1)

 

Increase/
(Decrease)

Residential

6,102

 

6,217

 

(1.8)%

 

16,625

 

16,296

 

2.0 %

Commercial(2)

7,616

 

7,721

 

(1.4)%

 

21,064

 

21,008

 

0.3 %

Industrial

1,529

 

1,563

 

(2.2)%

 

4,265

 

4,393

 

(2.9)%

Total

15,247

 

15,501

 

(1.6)%

 

41,954

 

41,697

 

0.6 %


 

For the Three Months Ended

September 30, 2013 Compared to 2012

 

For the Nine Months Ended

September 30, 2013 Compared to 2012

 

CL&P

 

NSTAR
Electric

 

PSNH

 

WMECO

 

CL&P

 

NSTAR
Electric

 

PSNH

 

WMECO

Electric

Percentage
Decrease

 

Percentage
Decrease

 

Percentage
Increase/
(Decrease)

 

Percentage
Decrease

 

Percentage
Increase/
(Decrease)

 

Percentage
Increase/
(Decrease)

 

Percentage
Increase

 

Percentage
Increase/
(Decrease)

Residential

(1.8)%

 

(2.7)%

 

0.3 %

 

(2.5)%

 

2.9 %

 

0.8 %

 

2.1%

 

1.3 %

Commercial(2)

(1.1)%

 

(1.9)%

 

(0.3)%

 

(1.7)%

 

0.4 %

 

0.1 %

 

0.7%

 

(0.7)%

Industrial

(5.2)%

 

(1.2)%

 

2.0 %

 

(1.1)%

 

(5.4)%

 

(3.3)%

 

1.5%

 

(1.9)%

Total

(1.9)%

 

(2.1)%

 

0.3 %

 

(1.9)%

 

0.9 %

 

0.1 %

 

1.4%

 

(0.1)%


(1)

Results include retail electric sales of NSTAR Electric from January 1, 2012 through September 30, 2012 for comparative purposes only.  

(2)

Commercial retail electric GWh sales include streetlighting and railroad retail sales.  


 

For the Three Months Ended
September 30, 2013 Compared to 2012

 

For the Nine Months Ended
September 30, 2013 Compared to 2012

 

Sales (million cubic feet)

 

Percentage

 

Sales (million cubic feet)

 

 

NU – Firm Natural Gas

2013

 

2012

 

Increase/
(Decrease)

 

2013

 

2012(1)

 

Percentage Increase

Residential

2,407

 

2,413

 

(0.3)%

 

24,392

 

20,124

 

21.2%

Commercial

4,673

 

4,230

 

10.5 %

 

28,066

 

24,524

 

14.4%

Industrial

4,093

 

4,053

 

1.0 %

 

15,588

 

15,387

 

1.3%

Total

11,173

 

10,696

 

4.5 %

 

68,046

 

60,035

 

13.3%

Total, Net of Special Contracts(2)

10,155

 

9,462

 

7.3 %

 

64,815

 

55,341

 

17.1%


 

For the Three Months Ended
September 30, 2013 Compared to 2012

 

For the Nine Months Ended
September 30, 2013 Compared to 2012

 

Sales (million cubic feet)

 

Sales (million cubic feet)

 

Yankee Gas

 

NSTAR Gas

 

Yankee Gas

 

NSTAR Gas(3)

 

Percentage

 

Percentage

 

Percentage

 

Percentage

NU – Firm Natural Gas

Increase/(Decrease)

 

Increase/(Decrease)

 

Increase/(Decrease)

 

Increase

Residential

9.0 %

 

(6.4)%

 

23.0 %

 

20.0%

Commercial

6.5 %

 

14.6 %

 

15.4 %

 

13.6%

Industrial

(1.7)%

 

11.1 %

 

(2.8)%

 

14.4%

Total

2.7 %

 

7.0 %

 

10.5 %

 

16.4%

Total, Net of Special Contracts(2)

7.6 %

 

 

 

17.9 %

 

 


(1)

Results include firm natural gas sales of NSTAR Gas from January 1, 2012 through September 30, 2012 for comparative purposes only.    

(2)

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.

(3)

NSTAR Gas’ sales data from January 1, 2012 through September 30, 2012 has been provided for comparative purposes only.


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.  WeatherIn our service territories, weather impacts electric sales primarily during the summer and electric and natural gas sales during the winter in our service territories (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 impacted by variations in weather and are susceptible to damage from major storms and other natural events and disasters that could adversely affect our ability to provide energy.


For the thirdOur first quarter of 2013, our2014 consolidated retail electric sales, were lower, as compared toconsisting of the same period in 2012, due primarily to a decrease in residential sales as a result of cooler summer weather in the third quarter of 2013, as compared to the same period in 2012.  For the first nine months of 2013, our consolidated retail electric sales of CL&P, NSTAR Electric, PSNH, and WMECO, were higher, as compared to the same period in 2012, due primarily to the colder weather in the first quarter of 2013, as compared to the first quarter of 2012.




45



For the third quarter of 2013, actual retail electric sales for CL&P, NSTAR Electric and WMECO decreased while actual retail electric sales for PSNH reflected a slight increase, as compared to the same period in 2012.  Cooling degree days were eight percent lower than last year in Connecticut and western Massachusetts, two percent lower than last year in the Boston metropolitan area, and 11 percent lower than last year in New Hampshire.  On a weather-normalized basis (based on 30-year average temperatures), retail electric sales for CL&P, NSTAR Electric and WMECO decreased, while retail electric sales for PSNH increased, for the third quarter of 2013, as compared to the same period in 2012, with the NU combined consolidated total retail electric sales decreasing by 0.3 percent.  We believe the decrease was due primarily to increased conservation efforts among all our customer classes, primarily at NSTAR Electric as a result of company sponsored energy efficiency programs.  


For the first nine months of 2013, actual retail electric sales for CL&P, NSTAR Electric and PSNH increased while actual retail electric sales for WMECO remained relatively unchanged, as compared to the same period in 2012.  Actual retail electric sales increased due primarily to the colder weather in the firstweather.  First quarter of 2013, as compared to the first quarter of 2012.  For the first nine months of 2013,2014 heating degree days were 2216 percent higher in Connecticut and western Massachusetts, 21 percenthigher12 percent higher in the Boston metropolitan area, and 15 percent higher in New Hampshire, as compared to the same period in 2012.  On a weather-normalized basis,first quarter of 2013.  Weather-normalized retail electric sales for CL&P and PSNH(based on 30-year average temperatures) increased while retail electric sales for NSTAR Electric and WMECO decreased, for1.3 percent in the first nine monthsquarter of 2013,2014, as compared to the same periodfirst quarter of 2013, reflecting a steady improvement in 2012, with the NU combined consolidated total retail electric sales remaining relatively unchanged, assuming NSTAR Electric had been parteconomic conditions across our service territory.

41



Table of the NU electric distribution system for all periods.  Contents


For WMECO, fluctuations 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 $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.


Our consolidated firm natural gas sales are subject to many of the same influences as our retail electric sales, butsales.  In addition, they have benefitted from historically favorable natural gas prices and customer growth across all three customer classes.  In the thirdboth operating companies.  Our first quarter and first nine months of 2013, actual and weather-normalized2014 consolidated firm natural gas sales, increased, as compared toconsisting of the same periods in 2012.  Third quarter actual and weather-normalized firm natural gas sales of Yankee Gas and NSTAR Gas, were higher, due primarilyas compared to residential customer growth, incremental 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.  The first nine months of 2013 actual firm natural gas sales were higher due primarily to colder weather in the first quarter of 2013, as compareddue primarily to the same period in 2012, assuming NSTAR Gas had been part of thecolder weather.  The first quarter 2014 weather-normalized NU combined natural gas distribution system for all periods.  On a weather-normalized basis, the NU combined consolidated total firm natural gas sales increased 3.6 percent, in the first nine months of 2013, as compared to the same period in 2012,2013, due primarily to residential and commercial customer growth, incremental 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.growth.


NU Parent and Other Companies:  NU parent and other companies, (whichwhich includes NSTAR LLC from the date of the merger, April 10, 2012, and our competitive businesses, held by NU Enterprises) earned $4.4 million and $11.6had net losses of $3.2 million in the thirdfirst quarter and first nine months of 2013, respectively,2014, compared with net expensesearnings of $9.6 million and $50.3$5.4 million in the thirdfirst quarter and first nine months of 2012, respectively.2013.  Excluding the impact of integration and merger-related costs, NU parent and other companies earned $11.4 million and $22.2$2.6 million in the thirdfirst quarter and first nine months of 2013, respectively,2014, compared with earnings of $3.1 million and $2.1$7.2 million in the thirdfirst quarter and first nine months of 2012, respectively.  Improved results were2013.  The decrease in earnings was due primarily to a lower effectivethe absence of the favorable impact from the resolution of the state income tax rate and, foraudit in the first nine monthsquarter of 2013, the inclusion of NSTAR Communications.which provided a $6.7 million benefit to first quarter 2013 NU parent earnings.


Liquidity


Consolidated:  Cash and cash equivalents totaled $57.9$89.2 million as of September 30, 2013,March 31, 2014, compared with $45.7$43.4 million as of December 31, 2012.2013.


On July 31, 2013,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 FERC approved CL&P’s and WMECO’s short-term debt application requesting authorization to issue total short-term borrowings up to a maximum of $600$75 million and $300 million, respectively.  The authorization is effective4.80 percent Series G First Mortgage Bonds that matured on January 1, 2014 through December 31, 2015.and to repay $25 million in short-term borrowings.


On August 29, 2013,March 7, 2014, NSTAR Electric filed an application with the DPU requesting authorization to issue up to $800 million in long-term debt for the two-year period ending December 31, 2015.


On September 1, 2013, WMECO repaid at maturity $55 million of 5.00 percent Series A Senior Notes using short-term debt.


On September 3, 2013, CL&P redeemed at par $125 million of 1.25 percent Series B 2011 PCRBs that were subject to mandatory tender for purchase using short-term debt.


On September 20, 2013, NU parent repaid at maturityissued $300 million of Floating Rate Series D Senior Notes with4.40 percent debentures, due to mature in 2044.  The proceeds, from NU parent’snet of issuance on May 13, 2013 of $750costs, were used to repay the $300 million of Series E and Series F Senior Notes.4.875 percent debentures that matured on April 15, 2014.


On September 6, 2013, April 24, 2014, CL&P issued $250 million of 4.30 percent 2014 Series A First Mortgage Bonds, due to mature in April 2044.  The proceeds, net of issuance costs, were used to repay short-term borrowings.

NU parent, CL&P, NSTAR LLC,PSNH, WMECO, NSTAR Gas PSNH, WMECO and Yankee Gas amended theirare parties to a joint five-year $1.15$1.45 billion revolving credit facility dated July 25, 2012 by increasing the aggregate principal amount available thereunder by $300 milliondue to $1.45 billion, extending the expiration date from July 25, 2017 toexpire on September 6, 2018, and increasing CL&P's borrowing



46



sublimit from $300 million to $600 million.  At the same time, effective September 6, 2013, the CL&P $300 million2018.  The revolving credit facility is to be used primarily to backstop the $1.45 billion commercial paper program at NU.  The commercial paper program allows NU parent to issue commercial paper as a form of short-term debt.  As of March 31, 2014 and December 31, 2013, NU had approximately $818.5 million and $1.01 billion, respectively, in short-term borrowings outstanding under the NU parent commercial paper program, leaving $631.5 million and $435.5 million of available borrowing capacity as of March 31, 2014 and December 31, 2013, respectively.  The weighted-average interest rate on these borrowings as of March 31, 2014 and December 31, 2013 was terminated.0.23 percent and 0.24 percent, respectively, which is generally based on money market rates.  As of March 31, 2014, there were intercompany loans from NU of $351.6 million to CL&P, $39.9 million to PSNH and $37.4 million to WMECO.  As of December 31, 2013, there were intercompany loans from NU of $287.3 million to CL&P and $86.5 million to PSNH.


On September 6, 2013, NSTAR Electric amended itshas a five-year $450 million revolving credit facility dated July 25, 2012 by extending the expiration date from July 25, 2017due to expire on September 6, 2018. 


On September 6,This facility serves to backstop NSTAR Electric’s existing $450 million commercial paper program.  As of March 31, 2014, NSTAR Electric had no borrowings outstanding under its commercial paper program.  As of December 31, 2013, the NU parent $1.15 billionNSTAR Electric had $103.5 million in short-term borrowings outstanding under its commercial paper program, was increased by $300leaving $346.5 million to $1.45 billion.


On September 26, 2013, the NHPUC issued an order, effective October 8, 2013, approving PSNH's request to issue up to $315 million in long-term debt throughof available borrowing capacity.  The weighted-average interest rate on these borrowings as of December 31, 2014, and to refinance $89.3 million 2001 Series B PCRBs through its existing maturity of May 2021.2013 was 0.13 percent, which is generally based on money market rates.


Cash flows provided by operating activities totaled $1.1 billion$493.8 million in the first nine monthsquarter of 2013,2014, compared with $700.8$473.1 million in the same periodfirst quarter of 2012 (all amounts are net of RRB payments, which are included in financing activities on the accompanying statements of cash flows).2013.  The improved operating cash flows were due primarily to the additionabsence of NSTAR, which contributed $138.1cash disbursements for major storm restoration costs and the decrease of $40.3 million of operatingin Pension and PBOP Plan cash flows (net of RRB payments)contributions, partially offset by an increase in income taxes paid in the first quarter of 2014 ($82.6 million), as compared to the first quarter of 2013 a decrease($22.2 million), and the absence of approximately $93 millionin cash disbursements for storm restoration costs recovered in rates related to the RRBs that were fully amortized in the first nine monthshalf of 2013 associated primarily with2013.

On March 28, 2014, CYAPC and YAEC received payment of $163.3 million of the February blizzard, as compared to cash disbursements for storm restoration costsDOE Phase II Damages proceeds.  It is anticipated that in the first nine monthssecond quarter of 2012 associated primarily with Tropical Storm Irene2014, the Yankee Companies will complete the FERC review process and return these amounts to the October 2011 snowstorm, the absence in 2013 of $73 million in cash disbursements in the first nine months of 2012 atmember companies, including CL&P, NSTAR Electric, PSNH, and WMECO, for the benefit of their respective customers.  As a result of the consolidation of CYAPC and YAEC, the cash received was included in Other Long-Term Assets on the NU consolidated balance sheet pending refund as of March 31, 2014 and in Proceeds from DOE Damages Claim with an offset in Deferred DOE Proceeds on the NU consolidated statement of cash flows for the three months ended March 31, 2014.  These proceeds had no impact on NU’s earnings or net cash flows provided by operating activities for the three months ended March 31, 2014.

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.  On April 7, 2014, Fitch affirmed the corporate credit ratings and outlook of NU, CL&P, NSTAR Electric, PSNH, WMECO and NSTAR Gas.  On April 25, 2014, S&P affirmed the corporate credit ratings and revised the outlooks to positive from stable of NU, CL&P, NSTAR Electric, PSNH, WMECO, Yankee Gas and WMECO related to customer bill credits and the absence in 2013NSTAR Gas.

42



Table of $34 million ofmerger-related costs inContents

In the first nine monthsquarter of 2012.  Partially offsetting these favorable2014, we had cash flow impacts were a $97.4dividends on common shares of $118.5 million, increase in Pension Plan cash contributions, an increase in coal and fuel inventories, and changes in traditional working capital amounts principally due to the changes in timing of accounts receivable and accounts payable.


We paid common dividends of $341.7compared with $116.4 million in the first nine monthsquarter of 2013, compared with $267.4 million in the same period of 2012.  2013.  On SeptemberFebruary 4, 2013,2014, our Board of Trustees approved a common dividend payment of $0.3675$0.3925 per share, which was paidpayable on September 30, 2013March 31, 2014 to shareholders of record as of September 16,March 3, 2014.  The dividend represented an increase of 6.8 percent over the dividend paid in December 2013.  On May 1, 2014, our Board of Trustees approved a common dividend payment of $0.3925 per share, payable June 30, 2014 to shareholders of record as of May 30, 2014.


In the first nine monthsquarter of 2013,2014, CL&P, NSTAR Electric, PSNH, and WMECO paid $114$42.8 million, $56$253 million, $51$16.5 million, and $30$49 million, respectively, in common dividends to their respective parent company.  NU parent.


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.  In the first nine monthsquarter of 2013,2014, investments for NU, CL&P, NSTAR Electric, PSNH, and WMECO were $1.1 billion, $294.6$348.7 million, $330.6$108 million, $155.7$95 million, $61.9 million, and $127.4$30.3 million, respectively.


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 $1.1 billion in the first nine months of 2013, compared with $1.1 billion in the same period of 2012.  These amounts included $14.7 million and $30.9$277.9 million in the first nine monthsquarter of 20132014, compared with $299.8 million in the first quarter of 2013.  These amounts included $5.9 million and 2012,$5.4 million in the first quarters of 2014 and 2013, respectively, related to our corporate service companies, NUSCO and RRR.


Transmission Business:Overall, transmission business capital expenditures decreased by $47.7$53.3 million in the first nine monthsquarter of 2013,2014, as compared to the same periodfirst quarter of 2012, due primarily to the WMECO portion of GSRP nearing completion, partially offset by the addition of NSTAR Electric's capital expenditures.2013.  A summary of transmission capital expenditures by company for the first ninethree months ofended March 31, 2014 and 2013 and 2012 is as follows:


 

For the Nine Months Ended September 30,

 

For the Three Months Ended March 31,

 

(Millions of Dollars)

 

2013

 

2012(1)

 

2014

 

2013

 

CL&P

 

$

133.5

 

$

148.2

 

$

36.2

 

$

44.0

 

NSTAR Electric

 

 

140.0

 

 

79.4

 

12.4

 

49.3

 

PSNH

 

 

58.0

 

 

44.5

 

16.7

 

14.6

 

WMECO

 

 

62.0

 

 

179.3

 

16.3

 

17.2

 

NPT

 

 

32.0

 

 

21.8

 

6.7

 

16.5

 

Total Transmission Segment

 

$

425.5

 

$

473.2

 

$

88.3

 

$

141.6

 


(1)

Results include transmission capital expenditures of NSTAR Electric from the date of the merger, April 10, 2012, through September 30, 2012.


NEEWS: GSRP, a project that involves the construction of 115 kV and 345 kV overhead lines by CL&P and WMECO from Ludlow, Massachusetts to Bloomfield, Connecticut, is the first, largest and most complicated project within the NEEWS family of projects.  The $718 million project is currently completing its last major construction phase and, with the new 345 kV circuit in service, is already providing reliability and economic benefits to customers.  We expect the project to beprojects was fully placed in service in late 2013 with a total cost approximately six percent lower than budget.energized on November 20, 2013.  As of September 30, 2013, the project was approximately 98 percent complete andMarch 31, 2014, CL&P and WMECO hadhave placed $534$631.5 million in service.  service with minimal remaining close-out activities continuing throughout the first half of 2014.




47



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 ourthe 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.  We now have all state environmental approvals and expectapproved by their respective siting boards.  On January 30, 2014, the Massachusetts EFSB voted unanimously to draft a tentative opinion approving the MA component of the project; a siting approval decision in Massachusetts is expected in the second quarter of 2014.  OurIn the first quarter of 2014, the Army Corps of Engineers issued its permit on the project, which enabled construction on the Connecticut portion of the project to begin.  NU’s portion of the cost is expectedestimated to be $218 million and the project is expected to be placed in service in late 2015.


The Greater Hartford Central Connecticut Study (GHCC):  GHCC,, which includes the reassessment of the Central Connecticut Reliability Project, continues to make progress.  In August 2012, ISO-NEThe final need results, which were presented its preliminary reliability needs assessment for GHCC to the ISO-NE Planning Advisory Committee.  The resultsCommittee 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 halfsummer 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.million and that the project will be placed in service in 2017.


Included as part of NEEWS are associated reliability related projects, approximately $82$90.5 million of which have been placed in service and approximately $12service.  As of March 31, 2014, the remaining construction on the associated reliability related projects totaled $2.9 million, of which are in various phases of construction and will continueis scheduled to go into service through 2013.  be completed by mid-2014.


Through September 30, 2013,March 31, 2014, CL&P and WMECO had capitalized $242$259 million and $556$571.1 million, respectively, in costs associated with NEEWS, of which $30.1$6.2 million and $37.6$4.1 million, respectively, were capitalized duringin the first nine monthsquarter of 2013.  2014.


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 Transmission Project) and related 115 kV projects (Mid-Cape Project).  All regulatory licensing and permitting is complete for the Lower SEMA Transmission Project and construction commenced in September 2012.  The new 345 kV line was placed into service on June 25, 2013.  Additional 115 kV line upgrades are expected to be completed in late 2013.  The Mid-Cape Project is scheduled to be completed in 2017.  The aggregate estimated construction costs for the Cape Cod projects are expected to be approximately $150 million.  Through September 30, 2013, NSTAR Electric had capitalized $91.3 million in costs associated with the Cape Cod projects, of which $55.4 million was capitalized during the first nine months of 2013.  


Northern Pass:  Northern Pass is NPT'sNU’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.  NPT received ISO-NE approval under Section I.3.9 of the ISO tariff in 2013.  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.  The $1.4 billion project is subject to comprehensive federal and state public permitting processes and is expected to be operational by mid-2017.  On July 1, 2013, NPT filedin the second half of 2017.  The DOE continues to work on the draft Environmental Impact Statement (EIS) for Northern Pass.  This includes a review of both the recommended route and various

43



Table of Contents

alternative routes.  We expect the DOE Presidential Permit Application Amendment.  Theto issue the draft EIS in late 2014.  Once it is published, DOE has completed its public scoping meetingwill commence a process of receiving written and verbal comments on the draft EIS and we expect the DOE to issue a final EIS in the second half of 2015.  We expect to file the state permit application in January 2015 after the DOE’s draft EIS is currently performing field workreceived.

Greater Boston Reliability and data collection.Boston Network Improvements:  As a result of continued analysis of the transmission needs to enhance system reliability and improve capacity in eastern Massachusetts, NSTAR Electric and PSNH expect to implement a series of new transmission initiatives over the next five years.  We expect ISO-NE to select preferred solutions in the first half of 2014.  We expect projected costs to be approximately $480 million for these new initiatives.




48



Distribution Business:  A summary of distribution capital expenditures by company for the first nine monthsquarters of 20132014 and 20122013 is as follows:


For the Nine Months Ended September 30,

 

For the Three Months Ended March 31,

 

(Millions of Dollars)

2013

 

2012(1)

 

2014

 

2013

 

CL&P:

 

 

 

 

 

 

 

 

 

 

Basic Business

$

42.7 

 

$

55.5

 

$

10.7

 

$

13.2

 

Aging Infrastructure

 

116.6 

 

 

133.2

 

34.3

 

29.0

 

Load Growth

 

56.9 

 

 

57.8

 

17.3

 

17.0

 

Total CL&P

 

216.2 

 

 

246.5

 

62.3

 

59.2

 

NSTAR Electric:

 

 

 

 

 

 

 

 

 

 

Basic Business

 

84.6 

 

 

31.9

 

29.6

 

15.6

 

Aging Infrastructure

 

75.0 

 

 

76.6

 

22.9

 

27.3

 

Load Growth

 

22.5 

 

 

7.3

 

6.5

 

1.9

 

Total NSTAR Electric

 

182.1 

 

 

115.8

 

59.0

 

44.8

 

PSNH:

 

 

 

 

 

 

 

 

 

 

Basic Business

 

13.7 

 

 

16.1

 

5.8

 

3.8

 

Aging Infrastructure

 

32.2 

 

 

33.3

 

12.5

 

7.8

 

Load Growth

 

18.3 

 

 

14.0

 

6.1

 

4.6

 

Total PSNH

 

64.2 

 

 

63.4

 

24.4

 

16.2

 

WMECO:

 

 

 

 

 

 

 

 

 

 

Basic Business

 

5.3 

 

 

10.4

 

1.5

 

0.5

 

Aging Infrastructure

 

16.7 

 

 

13.8

 

3.3

 

4.3

 

Load Growth

 

5.7 

 

 

4.9

 

1.4

 

1.5

 

Total WMECO

 

27.7 

 

 

29.1

 

6.2

 

6.3

 

Total - Electric Distribution (excluding Generation)

 

490.2 

 

 

454.8

 

151.9

 

126.5

 

PSNH Generation

 

2.5

 

0.7

 

WMECO Generation

 

4.1

 

0.1

 

Total - Natural Gas

 

126.3 

 

 

111.9

 

25.2

 

25.5

 

Other Distribution

 

0.4 

 

 

0.2

Total Electric and Natural Gas

 

616.9 

 

 

566.9

PSNH Generation:

 

 

 

 

 

Clean Air Project

 

 

 

22.2

Other

 

5.5 

 

 

6.8

Total PSNH Generation

 

5.5 

 

 

29.0

WMECO Generation

 

0.9 

 

 

0.5

Total Distribution Segment

$

623.3 

 

$

596.4

Total Electric and Natural Gas Distribution Segment

 

$

183.7

 

$

152.8

 


(1)

Results include the electric and natural gas distribution capital expenditures of NSTAR from the date of the merger, April 10, 2012, through September 30, 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, plantdistribution 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.


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 with an estimated cost of approximately $15 million.  WMECO currently has two solar generation facilities in operation.  The 1.8 MW solar facility in Pittsfield, Massachusetts has been operating since October 2010 and the 2.3 MW solar facility in Springfield, Massachusetts has been generating electricity since November 2011.


FERC Regulatory Issues


FERC Base ROE Complaint:  On September 30, 2011, several New England state attorneys general, state regulatory commissions, consumer advocates and other parties filed a joint complaint with the FERC under Sections 206 and 306 of 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 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.  




49



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 current base ROE is 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 a separate base ROE 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 when the case was filed (April 2013) to the date of the final decision.  The parties filed briefs on this decision to the FERC, and a decision from the FERC is expected in 2014.  Though NU cannot predict the ultimate outcome of this proceeding, during the third quarter of 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.  As a result, the aggregate after-tax charge to earnings totaled $14.3 million at NU.  This 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.    


We expect the CL&P, NSTAR Electric, PSNH, and WMECO aggregate shareholder equity invested in their transmission facilities to be approximately $2.4 billion at the end of 2013.  As a result, each 10 basis point change in the prospective period authorized base ROE would change annual consolidated earnings by an approximate $2.4 million.


Regulatory Developments and Rate Matters


The Regulated companies'companies’ distribution rates are set by their respective state regulatory commissions, and their tariffs include mechanisms for periodically adjusting their rates.  Other than as described below, for the first nine monthsquarter of 2013,2014, changes made to the Regulated companies’ rates did not have a material impact on their earnings, financial position, or cash flows.  For further information, see "Financial“Financial Condition and Business Analysis Regulatory Developments and Rate Matters"Matters” included in Item 7, "Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations," of the NU 20122013 Annual Report on Form 10-K.


Major Storms:Connecticut:


2013, 2012 and 2011 Major Storms:  In 2013, 2012 and 2011, CL&P NSTAR Electric, PSNH and WMECO each experienced significant storms that impacted their service territories, including Tropical2014 Storm Irene, the October 2011 snowstorm, Storm Sandy, and the February 2013 blizzard.  As of September 30, 2013, the estimated storm restoration costs deferred for future recovery for major storms that occurred during these time periods at CL&P, NSTAR Electric, PSNH, and WMECO were as follows:


(Millions of Dollars)

 

2012
and 2011

 

2013

 

Total

CL&P

 

$

462.0

 

$

28.7

 

$

490.7

NSTAR Electric

 

64.9

 

63.6

 

128.5

PSNH

 

33.5

 

2.3

 

35.8

WMECO

 

35.4

 

-

 

35.4

Total

 

$

595.8

 

$

94.6

 

$

690.4


The magnitude of these storm restoration costs met the criteria for cost deferral in Connecticut, Massachusetts, and New Hampshire, and 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 all 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 operating company is seeking recovery of its estimated deferred storm restoration costs through its applicable regulatory recovery process.  


Connecticut 2013 Storm Filing:  OrderIn 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&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 requests, holding hearings and ultimately on March 12, 2014, issuing a final decision on the level of storm costs recovery.

In its final decision, the PURA approved recovery of $365 million of deferred storm restoration costs and ordered CL&P is seeking to recovercapitalize approximately $18 million of the $414deferred storm restoration costs as utility plant, which will be recovered through depreciation expense in future rate proceedings.  PURA will allow recovery of the $365 million pluswith carrying costs,charges in itsCL&P’s distribution rates over a six-year period beginning on December 1, 2014, in accordance with the PURA-approved Connecticut settlement agreement.  In September 2013, PURA completed hearings to review the March 2013 filing.  Currently2014.  The remaining costs were either disallowed or we believe will be recovered from other sources.  These costs did not have a material impact on CL&P is in the briefing stage&P’s financial position, results of the PURA review process with the proposed schedule providing a final PURA decision regarding the recoveryoperations or cash flows.

44



Table of these storm restoration costs in late-January 2014.  Contents


WMECO SRRCA Mechanism:  New Hampshire:In February 2011, at the time of the last base distribution rate case, WMECO established a Storm Reserve Recovery Cost Adjustment (SRRCA) mechanism to recover the restoration costs associated with seven major storms, which occurred between June 2008 and May 2010, and to allow WMECO to request approval to recover qualified incremental major storm restoration costs over a five-year period.  WMECO began recovering the restoration costs of these seven major storms effective February 1, 2011, subject to further review and reconciliation.  On October 31, 2011, WMECO requested approval to recover the restoration costs of four additional major storms, all of which occurred in 2011 and included Tropical Storm Irene.  WMECO began recovering the restoration costs of these four major storms effective January 1, 2012, subject to further review and reconciliation.  The



50



DPU consolidated its review of the restoration costs for these eleven major storms into a single proceeding.  Hearings were conducted in early April 2013, followed by the submission of initial and reply briefs in May and June 2013.  Collectively, WMECO is requesting that the DPU approve the recovery of storm restoration costs totaling $24 million for these eleven storms.


Massachusetts 2013 Storm Filings:  In March 2013, NSTAR Electric filed a request with the DPU for approval to recover approximately $35 million in storm restoration costs, plus carrying costs, related to Tropical Storm Irene and the October 2011 snowstorm.  NSTAR Electric is seeking to recover these costs in its distribution rates over a five-year period beginning on January 1, 2014 in accordance with the DPU-approved Massachusetts comprehensive merger settlement agreement.  Hearings were conducted in early August 2013, followed by the submission of simultaneous initial briefs on August 28, 2013 and simultaneous reply briefs on September 6, 2013.


On August 30, 2013, WMECO filed its annual SRRCA filing for restoration costs incurred for the October 2011 snowstorm ($23 million) and Storm Sandy ($4 million) for a total of $27 million.  WMECO is seeking to recover these costs in its distribution rates over a five-year period beginning on January 1, 2014.   


DPU Storm Penalties:In December 2012, in separate orders issued by the DPU, NSTAR Electric and WMECO received penalties related to the investigation into 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 have been refunded to their customers.  In December 2012, NSTAR Electric and WMECO each filed appeals with the SJC arguing the DPU penalties should be vacated.  A briefing schedule has been established, with NSTAR Electric and WMECO’s initial briefs due to be submitted on November 5, 2013 and the Massachusetts Attorney General's response brief due 30 days later.  Oral arguments are scheduled for March 2014.


Long-Term Wind ContractsGenerationNSTAR Electric and WMECO, along with two other Massachusetts utilities, signed 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 550 MW.  These contracts were filed jointly with the DPU on September 20, 2013.  Over the life of the 15- to 20-year contracts, the utilities will pay an average price of less than $0.08 per kWh.  The projects are in various stages of permitting or development and are expected to begin operation between 2014 and 2016.  


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 $0.08 per kWh.  On October 23, 2013, PURA issued a final decision accepting the contracts.  The two projects are expected to be operational by the end of 2016.  For further information, see "Legislative and Policy Matters – 2013 Connecticut Legislation" in thisManagement’s Discussion and Analysis.  


Connecticut:


Yankee Gas:  On June 14, 2013, Yankee Gas and other Connecticut natural gas distribution companies filed a comprehensive joint natural gas infrastructure expansion plan (expansion plan) with DEEP and PURA in response to Connecticut Governor Malloy’s Comprehensive Energy Strategy (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, 82,000 of those for Yankee Gas.  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.  PURA has conducted hearings on the expansion plan, has concluded briefing, and intends to issue a final decision approving or modifying the expansion plan on November 21, 2013.  For further information on the Connecticut legislation, see "Legislative and Policy Matters – 2013 Connecticut Legislation" in thisManagement’s Discussion and Analysis.  


New Hampshire:  


PSNH Generation:  On July 15,In 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.  In a 2013 NHPUC staff report accepted fromby the NHPUC, Staff a "Report on Investigation into Market Conditions, Default Service Rate, Generation Ownership and Impact on the Competitive Electricity Market."  The reportNHPUC staff recommended that the NHPUC open a proceeding to examine whether default service rates remain sustainable on a going forward basis, define "just“just and reasonable"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,In October 2013, the 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 by April 1, 2014 that would include a third party valuation of PSNH’s generating assets and a report from NHPUC staff members concerning customers’ economic interests in those generating assets.

On April 1, 2014, the NHPUC staff issued a Request for Proposal“Preliminary Status Report Addressing the Economic Interest of PSNH’s Retail Customers as it Relates to hirethe Potential Divestiture of PSNH’s Generating Plants”, which included a valuation expert to determineconsultant’s analysis of the fair market value of PSNH'sPSNH 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 entitlements.  The expert will be announcedcompared that amount to a stated net book value of $660 million, implying potential “stranded costs” in early November 2013withexcess of $400 million.  NHPUC staff made three recommendations: (1) that any further actions relating to PSNH’s generating assets await a final valuation report due no later than 180 days afterdecision in the dateClean Air Project (scrubber) prudence proceeding; (2) that existing laws regarding divestiture, energy service, and cost recovery be harmonized; and (3) that ISO-NE provide input on the expert is hired.  No further schedule has been announced.  At this time, we cannot predicteconomic and reliability consequences of retirement of PSNH’s fossil generating plants.  In the outcomeevent of this review.generation asset divestiture or retirement, both present law and the PSNH Restructuring Settlement Agreement approved in 2000 require that the NHPUC provide stranded cost recovery to PSNH.  We continue to believe all costs and generation investments are probable of recovery.  Our current PSNH generation rate base is approximately $750 million.   




51



Clean Air Project Prudence Proceeding: 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 to conduct a comprehensive prudence review of the Clean Air Project and the establishment of a permanent rate.  The temporary rates will remain in effect until a permanent rate allowing full recovery of all prudently incurred costs is 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 inquiry and discovery issues.  In September 2013, PSNH filed an appeal with the New Hampshire Supreme Court regarding the scope of the docket and is awaiting a Supreme Court decision on whether it will accept the case for review at this time.  The NHPUC has suspended its docket pending action by the Supreme Court.  We continue to believe that we were prudent in the undertaking and completion of the Clean Air Project.  However, we cannot predict with certainty the outcome of the Clean Air Project prudence review, but believe all costs were incurred appropriately and are probable of recovery.  


Legislative and Policy Matters


2013 Connecticut Legislation:  Connecticut Governor Malloy signed into law two significant energy bills that were enacted by the legislature during the 2013 session.  The first law, Public Act 13-298, implemented a number 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” in thisManagement's Discussion and Analysis of Financial Condition and Results of Operations.  The law also required PURA to implement decoupling for each of Connecticut’s electric and natural gas utilities in their next respective rate cases.  PURA is required to implement decoupling for electric utilities that reconciles actual revenues to allowed revenues.  For natural gas distribution companies, the decoupling mechanism is required to be a mechanism that does not remove the incentive to support the expansion of natural gas use pursuant to the CES (such as a mechanism that decouples distribution revenue based on a use-per-customer basis).  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 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.  Proposals are due to DEEP on November 18, 2013.


2013 Massachusetts:  On July 24, 2013, Massachusetts enacted a law that changes 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 deferred taxes and resulted in NU increasing its deferred tax liability with an offsetting regulatory asset of approximately $61 million at its utility companies ($46.4 million at NSTAR Electric and $9.8 million at WMECO).  


2013 Federal: On September 13, 2013, the Internal Revenue Service issued final Tangible Property regulations.  The final regulations are meant to simplify, clarify and make more administrable the previously issued temporary and proposed regulations.  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 continues to evaluate the implications of these new regulations, including several new 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.


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 that



52



we believed were the most critical in nature were reported in NU’s 2012the NU 2013 Form 10-K.  There have been no material changes with regard to these critical accounting policies.


Other Matters


Accounting Standards:  Standards Recently Adopted:  For information regarding new accounting standards, see Note 1B, "Summary“Summary of Significant Accounting Policies — Recently Adopted Accounting Standards."  Standards,” to the financial statements.


Contractual Obligations and Commercial Commitments:  Refer  There have been no material changes with regard to Note 9B, "Commitmentsthe contractual obligations and Contingencies – Long-Term Contractual Arrangements," for discussion of material contractual obligations.commercial commitments disclosed in the NU 2013 Form 10-K.


Web Site:  Additional financial information is available through our web site atwww.nu.com.


45




Table of Contents

53



RESULTS OF OPERATIONS NORTHEAST UTILITIES AND SUBSIDIARIES


The following table provides the amounts and variances in operating revenues and expense line items for the condensed consolidated statements of income for NU included in this Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2013March 31, 2014 and 2012:  2013:


 

 

Operating Revenues and Expenses

 

 

Operating Revenues and Expenses

 

 

Operating Revenues and Expenses

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

For the Three Months Ended March 31,

 

 

 

 

 

 

 

 

 

Increase/

 

 

 

 

 

 

 

 

 

 

Increase/

 

 

 

 

 

 

 

 

Increase/

 

 

 

(Millions of Dollars)

(Millions of Dollars)

2013 

 

2012 

 

(Decrease)

 

Percent

 

 

2013 

 

2012(a)

 

 (Decrease)

 

Percent

 

 

2014

 

2013

 

(Decrease)

 

Percent

 

Operating Revenues

Operating Revenues

$

 1,892.6 

 

$

 1,861.5 

 

$

 31.1 

 

 1.7 

%

 

$

 5,523.5 

 

$

 4,589.8 

 

$

 933.7 

 

 20.3 

%

 

$

2,290.6

 

$

1,995.0

 

$

295.6

 

14.8

%

Operating Expenses:

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchased Power, Fuel and Transmission

 

 645.9 

 

 

 602.8 

 

 

 43.1 

 

 7.1 

 

 

 

 1,882.0 

 

 

 1,540.1 

 

 

 341.9 

 

 22.2 

 

Operations and Maintenance

 

 386.7 

 

 

 395.5 

 

 

 (8.8)

 

 (2.2)

 

 

 

 1,090.0 

 

 

 1,187.4 

 

 

 (97.4)

 

 (8.2)

 

Depreciation

 

 149.1 

 

 

 144.5 

 

 

 4.6 

 

 3.2 

 

 

 

 463.6 

 

 

369.8 

 

 

 93.8 

 

 25.4 

 

Amortization of Regulatory Assets, Net

 

 70.0 

 

 

 43.8 

 

 

 26.2 

 

 59.8 

 

 

 

 178.7 

 

 

 74.9 

 

 

 103.8 

 

(b)

 

Amortization of Rate Reduction Bonds

 

 - 

 

 

 43.0 

 

 

 (43.0)

 

 (100.0)

 

 

 

 42.6 

 

 

102.1 

 

 

 (59.5)

 

 (58.3)

 

Energy Efficiency Programs

 

 106.1 

 

 

 98.3 

 

 

 7.8 

 

 7.9 

 

 

 

 306.0 

 

 

209.1 

 

 

 96.9 

 

 46.3 

 

Taxes Other Than Income Taxes

 

 135.5 

 

 

 120.7 

 

 

 14.8 

 

 12.3 

 

 

 

 391.8 

 

 

319.6 

 

 

 72.2 

 

 22.6 

 

 

Total Operating Expenses

 

 1,493.3 

 

 

 1,448.6 

 

 

 44.7 

 

 3.1 

 

 

 

 4,354.7 

 

 

 3,803.0 

 

 

 551.7 

 

 14.5 

 

Purchased Power, Fuel and Transmission

 

978.2

 

747.8

 

230.4

 

30.8

 

Operations and Maintenance

 

351.7

 

346.1

 

5.6

 

1.6

 

Depreciation

 

150.8

 

155.0

 

(4.2

)

(2.7

)

Amortization of Regulatory Assets, Net

 

57.9

 

54.0

 

3.9

 

7.2

 

Amortization of Rate Reduction Bonds

 

 

34.5

 

(34.5

)

(100.0

)

Energy Efficiency Programs

 

138.8

 

105.8

 

33.0

 

31.2

 

Taxes Other Than Income Taxes

 

145.5

 

132.9

 

12.6

 

9.5

 

Total Operating Expenses

 

1,822.9

 

1,576.1

 

246.8

 

15.7

 

Operating Income

Operating Income

$

 399.3 

 

$

 412.9 

 

$

 (13.6)

 

 (3.3)

%

 

$

 1,168.8 

 

$

 786.8 

 

$

 382.0 

 

 48.6 

%

 

$

467.7

 

$

418.9

 

$

48.8

 

11.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) The 2012 results include the operations of NSTAR from the date of the merger, April 10, 2012, through September 30, 2012.

(b) Percent greater than 100 percent not shown as it is not meaningful.


Operating Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

(Millions of Dollars)

2013 

 

2012 

 

Increase/

(Decrease)

 

Percent

 

 

2013 

 

2012(a)

 

Increase/

(Decrease)

 

Percent

 

Electric Distribution

$

 1,508.6 

 

$

 1,483.7 

 

$

 24.9 

 

 1.7 

%

 

$

 4,104.4 

 

$

 3,499.7 

 

$

 604.7 

 

 17.3 

%

Natural Gas Distribution

 

 97.1 

 

 

 91.3 

 

 

 5.8 

 

 6.4 

 

 

 

 613.0 

 

 

 361.5 

 

 

 251.5 

 

 69.6 

 

 

Total Distribution

 

 1,605.7 

 

 

 1,575.0 

 

 

 30.7 

 

 1.9 

 

 

 

 4,717.4 

 

 

 3,861.2 

 

 

 856.2 

 

 22.2 

 

Transmission

 

 234.1 

 

 

 235.6 

 

 

 (1.5)

 

 (0.6)

 

 

 

 721.5 

 

 

 627.2 

 

 

 94.3 

 

 15.0 

 

 

Total Regulated Companies

 

 1,839.8 

 

 

 1,810.6 

 

 

 29.2 

 

 1.6 

 

 

 

 5,438.9 

 

 

 4,488.4 

 

 

 950.5 

 

 21.2 

 

Other and Eliminations

 

 52.8 

 

 

 50.9 

 

 

 1.9 

 

 3.7 

 

 

 

 84.6 

 

 

 101.4 

 

 

 (16.8)

 

 (16.6)

 

Total Operating Revenues

$

 1,892.6 

 

$

 1,861.5 

 

$

 31.1 

 

 1.7 

%

 

$

 5,523.5 

 

$

 4,589.8 

 

$

 933.7 

 

 20.3 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)  The 2012 results include the operations of NSTAR from the date of the merger, April 10, 2012, through September 30, 2012.


A summary of our retail electric sales and firm natural gas sales were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

 

 

 

 

Increase/

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013 

 

2012 

 

(Decrease)

 

Percent

 

 

2013 

 

2012(a)

 

Increase

 

Percent

 

Retail Electric Sales in GWh

 15,247 

 

 15,501 

 

 (254)

 

 (1.6)

%

 

 41,954 

 

 41,697 

 

 257 

 

 0.6 

%

Firm Natural Gas Sales in Million Cubic Feet

 11,173 

 

 10,696 

 

 477 

 

 4.5 

 

 

 68,046 

 

 60,035 

 

 8,011 

 

 13.3 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) Results include the retail electric sales of NSTAR Electric and the firm natural gas sales of NSTAR Gas from January 1, 2012

 

 

through September 30, 2012 for comparative purposes only.  

 

 

 

 

 


Our Operating Revenues

 

 

For the Three Months Ended March 31,

 

(Millions of Dollars)

 

2014

 

2013

 

Increase

 

Percent

 

Electric Distribution

 

$

1,585.9

 

$

1,374.2

 

$

211.7

 

15.4

%

Natural Gas Distribution

 

432.8

 

361.8

 

71.0

 

19.6

 

Total Distribution

 

2,018.7

 

1,736.0

 

282.7

 

16.3

 

Transmission

 

252.1

 

239.5

 

12.6

 

5.3

 

Total Regulated Companies

 

2,270.8

 

1,975.5

 

295.3

 

14.9

 

Other and Eliminations

 

19.8

 

19.5

 

0.3

 

1.5

 

Total Operating Revenues

 

$

2,290.6

 

$

1,995.0

 

$

295.6

 

14.8

%

A summary of our retail electric sales and firm natural gas sales were as follows:

 

 

For the Three Months Ended March 31,

 

 

 

2014

 

2013

 

Increase

 

Percent

 

Retail Electric Sales in GWh

 

14,348

 

13,796

 

552

 

4.0

%

Firm Natural Gas Sales in Million Cubic Feet

 

46,917

 

40,615

 

6,302

 

15.5

 

Operating revenues increased $31.1$295.6 million in the third quarter of 2013, as compared to the thirdfirst quarter of 2012, due primarily to:


·

A $3.6 million increase in base electric distribution revenues, net of applicable eliminations, despite a 1.6 percent decrease in retail electric sales.2013.  The increase in revenue was primarily driven by an NHPUC-approved distribution rate increase at PSNH effective July 1, 2013reflects higher retail electric and firm natural gas sales volumes as a result of the 2010significantly colder than normal winter temperatures and the overall impact of higher wholesale energy costs in New England.  The wholesale energy markets were impacted by higher natural gas transportation costs which, in addition to its impact on the cost of natural gas purchased on behalf of our retail natural gas customers, had an adverse impact on the cost of purchased electric energy for our retail electric customers.  Fluctuations on wholesale energy costs are recovered from customers in rates and therefore have no impact on earnings.

As noted above, the increase in distribution rate case settlement and higher demand revenue.  The decreaserevenues reflect an increase of approximately 4 percent in retail electric sales was primarily driven by slightly cooler summer weather experiencedand 15.5 percent in the third quarter of 2013, as compared to the same period in 2012, and the impact of company-sponsored energy efficiency programs.  


·

A $24.8 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 an August 2013 initial decision from a FERC ALJ that lowers the base ROE earned by New England transmission owners for the 15-month period ended December 31, 2012.  For further information, see “FERC Regulatory Issues - FERC Base ROE Complaint” in thisManagement's Discussion and Analysis of Financial Condition and Results of Operations.


·

The remaining increase was due primarily to higher revenues from the Company’s reconciling costs recovery mechanisms.  Revenues related to cost recovery mechanisms vary from period to period based on the timing of collections of the costs incurred.  These revenues had no material impact on earnings.  


Our Operating Revenues increased $933.7 million for the nine months ended September 30, 2013, as compared to the same period in 2012.  The primary driver of the increase was the absence of NSTAR in the first quarter of 2012.  During the first quarter of 2013, the



54



former operating subsidiaries of NSTAR contributed approximately $800 million of operating revenues.  In the absence of NSTAR, our Operating Revenues increased approximately $134 million due primarily to:  


·

A $24.1 million increase in base electric distribution revenues, net of applicable eliminations, reflecting a 0.6 percent increase in retail electricfirm natural gas sales.  The increase in sales volumes was driven primarily by the coldercold winter weather experienced throughout our service territories in early 2013,the first quarter of 2014.  The winter was significantly colder than both normal and last year throughout New England.  Weather-normalized retail electric sales (based on 30-year average temperatures) increased 1.3 percent in the first quarter of 2014, as compared to the same period in 2012.  In addition,2013, reflecting a steady improvement in economic conditions across our service territory.  Weather-normalized total firm natural gas sales increased 3.6 percent in the increasefirst quarter of 2014, as compared to the same period in 2013, due primarily to residential and commercial customer growth.

The positive impacts on sales volume were partially offset by customer savings due to the impact of our respective utility-sponsored energy efficiency programs.  Certain utility operating companies are permitted to bill customers for lost base revenues resulted from the NHPUC-approved distribution rate increases at PSNH effective July 1, 2012 and July 1, 2013related to reductions in sales volume as a result of their energy efficiency.  In the 2010 distribution rate case settlement.  These positive impacts on revenue were partially offset byfirst quarter of 2014, the impactrecognition of our company-sponsored energy efficiency programs.lost base revenues increased $4.8 million compared to the first quarter of 2013.


·

A $31.5 millionThe increase in transmission revenues, net of applicable eliminations, as a result ofreflects the recovery of higher transmission expenses and continuingincluding ongoing investments in our transmission infrastructure.  The increase was partially offset by the establishment

46



Table of a reserve related to the FERC ALJ initial decisionContents

Purchased Power, Fuel and Transmission increased in the thirdfirst quarter of 2013.


·

A $20 million increase in firm natural gas revenues.  This increase was driven by the colder winter weather in early 2013,2014, as compared to the same period in 2012.


·

The remaining increase wasfirst quarter of 2013, due primarily to higher revenues from the Company’s reconciling costs recovery mechanisms.  Revenues related to cost recovery mechanisms vary from period to period based on the timing of collections of the costs incurred.  These revenues had no material impact on earnings.  following:


(Millions of Dollars)

 

Increase/(Decrease)

 

Electric distribution segment fuel and energy supply costs

 

$

238.8

 

Firm natural gas sales related costs

 

33.9

 

Transmission segment costs

 

35.2

 

Other and eliminations

 

11.1

 

Partially offset by:

 

 

 

Electric distribution segment deferred fuel costs

 

(88.6

)

 

 

$

230.4

 

Purchased Power, FuelOperations and TransmissionMaintenance increased forin the three and nine months ended September 30, 2013,first quarter of 2014, as compared to the same periods in 2012,first quarter of 2013, due primarily to the following:


(Millions of Dollars)

Three Months Ended
Increase/(Decrease)

 

Nine Months Ended
Increase/(Decrease)

The addition of NSTAR's operations

$

n/a 

 

$

321.4 

Transmission segment costs

 

39.1 

 

 

50.3 

Electric distribution segment deferred fuel costs

 

27.5 

 

 

29.9 

Firm natural gas sales related costs

 

1.3 

 

 

24.2 

Partially offset by:

 

 

 

 

 

Electric distribution segment fuel and energy supply costs

 

(3.1)

 

 

(46.7)

RECs and emission allowances

 

(18.7)

 

 

(28.2)

Other and eliminations

 

(3.0)

 

 

(9.0)

 

$

43.1 

 

$

341.9 

(Millions of Dollars)

 

Increase/(Decrease)

 

Electric Distribution:

 

 

 

Bad debt expense

 

$

6.9

 

General and administrative

 

7.4

 

Pension and employee benefit costs

 

(15.3

)

Storm costs

 

(5.3

)

Total Electric Distribution

 

(6.3

)

Total Natural Gas Distribution

 

4.1

 

Total Distribution

 

(2.2

)

Total Transmission maintenance costs

 

2.4

 

Other and eliminations:

 

 

 

Integration and severance costs

 

6.9

 

Other

 

(1.5

)

Total Operations and Maintenance

 

$

5.6

 


The Operations and Maintenance expense increase of $5.6 million includes costs that are recovered through cost tracking mechanisms, which have no earnings impact.  The Operations and Maintenance expenses that are recovered through base distribution rates (and therefore impact earnings) decreased for$3.7 million in the three and nine months ended September 30, 2013,first quarter of 2014, as compared to the same periods in 2012,first quarter of 2013, due primarily to the following:a decrease in pension and employee benefit costs.


 

Three Months Ended

 

Nine Months Ended

(Millions of Dollars)

Increase/(Decrease)

 

Increase/(Decrease)

The addition of NSTAR’s operations

$

n/a 

 

$

123.6 

Partially offset by:

 

 

 

 

 

  Absence of merger and settlement agreement costs

 

 

 

(148.2)

  Electric distribution segment costs

 

3.6 

 

 

(39.5)

  NU’s unregulated contracting business costs

 

(7.5)

 

 

(13.8)

  Transmission segment costs

 

2.0 

 

 

(7.8)

  General and administrative costs

 

2.2 

 

 

(6.6)

  Customer EIA incentives

 

(6.1)

 

 

(5.8)

  Natural gas segment costs

 

4.7 

 

 

1.9 

  Other and eliminations

 

(7.7)

 

 

(1.2)

 

$

(8.8)

 

$

(97.4)


Depreciationincreased fordecreased in the three and nine months ended September 30, 2013,first quarter of 2014, as compared to the same periods in 2012,first quarter of 2013, due primarily to the addition of NSTAR ($54.2 million for the nine months) and an increase as a result of the consolidation ofdecrease in CYAPC and YAEC decommissioning collections ($13.7 million for the nine months).  Excluding the impact of NSTAR and the consolidation of CYAPC and YAEC, depreciation increased due primarily12.5 million), partially offset by an increase related to higher utility plant balances resulting from completed construction projects placed into service.service ($8.3 million).


Amortization of Regulatory Assets, Net increased forin the three and nine months ended September 30, 2013,first quarter of 2014, as compared to the same periods in 2012,first quarter of 2013, due primarily to the following:


Three Months Ended

 

Nine Months Ended

(Millions of Dollars)

Increase/(Decrease)

 

Increase/(Decrease)

 

Increase/(Decrease)

 

The addition of NSTAR’s operations

$

n/a 

 

$

45.8 

Recovery of transition costs at NSTAR Electric

 

31.5 

 

77.1 

 

$

(31.2

)

Amortization related to CL&P’s SBC and CTA

 

(9.9)

 

(14.0)

Increases in the SCRC, ES and TCAM amortizations at PSNH

 

15.7

 

Amortization related to deferred energy efficiency program costs at CL&P

 

14.3

 

Other

 

4.6 

 

 

(5.1)

 

5.1

 

$

26.2 

 

$

103.8 

 

$

3.9

 




55



Amortization of Rate Reduction Bonds decreased forin the three and nine months ended September 30, 2013,first quarter of 2014, as compared to the same periods in 2012,first quarter of 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 for the nine months).WMECO.


Energy Efficiency Programs increased forin the three and nine months ended September 30, 2013,first quarter of 2014, as compared to the same periods in 2012,first quarter of 2013, due primarily to the addition of NSTAR's operations ($68.6 million for the nine months), as well as an increase in energy efficiency costs in accordance with the three-year program guidelines established by the DPU at NSTAR Electric and WMECO.WMECO and expanded energy conservation programs at CL&P in 2014.  All costs are fully recovered through DPU-approvedapproved tracking mechanisms and therefore do not impact earnings.


Taxes Other Than Income Taxes increased forin the three and nine months ended September 30, 2013,first quarter of 2014, as compared to the same periods in 2012,first quarter of 2013, due primarily to the addition of NSTAR's operations ($37.8 million for the nine months).  In addition, there was an increase in property taxes ($7.5 million) as a result of both an increase in Property, Plantutility plant balances and Equipment related to our regulated capital programs and an increase in the property tax rates, and an increase in the Connecticut gross earnings tax ($6 million) attributable to an increase in gross earnings.retail revenues.


Interest Expenseincreased for$13.7 million in the nine months ended September 30, 2013,first quarter of 2014, as compared to the same period in 2012,first quarter of 2013, due primarily to the additionabsence of NSTAR’s operations ($22 million), partially offset by a decrease in Other Interest due primarily to athe favorable impact from the resolution of a state income tax audit in the first quarter of 2013 ($8.8 million) and lower Interestinterest income on RRBs and lower Interest on Long-Term Debt.deferred transition costs ($4.5 million).


Other Income, Net increased fordecreased $6.1 million in the three and nine months ended September 30, 2013,first quarter of 2014, as compared to the same period in 2012, due primarily to higher gains on the NU supplemental benefit trust and an increase related to officer insurance policies.


Income Tax Expense

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

(Millions of Dollars)

2013

 

2012

 

Decrease

 

Percent

 

 

2013

 

2012

 

Increase

 

Percent

 

Income Tax Expense

$

109.4

 

$

117.4

 

$

(8.0)

 

(6.8)

%

 

$

325.4

 

$

199.4

 

$

126.0

 

63.2

%


Income Tax Expense decreased for the three months ended September 30,first quarter of 2013, as compared to the same period in 2012, due primarily to lower pre-tax earnings ($9.4 million), lower state taxes and various other impacts ($5.4 million), state audit impacts ($1.1 million), partially offset by prior year merger impacts ($8.3 million).  mark-to-market gains associated with marketable securities held in trust.

47



Table of Contents

Income Tax Expense

 

 

For the Three Months Ended March 31,

 

(Millions of Dollars)

 

2014

 

2013

 

Increase

 

Percent

 

Income Tax Expense

 

$

141.5

 

$

120.5

 

$

21.0

 

17.4

%

Income Tax Expense increased forin the nine months ended September 30, 2013,first quarter of 2014, as compared to the same period in 2012,first quarter of 2013, due primarily to higher pre-tax earnings ($7313.1 million), prior year Connecticut and Massachusetts settlement agreement impacts ($41 million), prior year merger impacts ($22.8 million), partially offset by various other impactsthe absence of the favorable impact from the resolution of a state income tax audit in the first quarter of 2013 ($4.8 million), and higher state taxes ($3.7 million).


48





Table of Contents

56



RESULTS OF OPERATIONS THE CONNECTICUT LIGHT AND POWER COMPANY


The following table provides the amounts and variances in operating revenues and expense line items for the condensed statements of income for CL&P included in this Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2013March 31, 2014 and 2012:  2013:


 

 

Operating Revenues and Expenses

 

 

Operating Revenues and Expenses

 

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

Operating Revenues and Expenses

 

 

 

 

 

 

 

 

 

Increase/

 

 

 

 

 

 

 

 

 

 

Increase/

 

 

 

 

For the Three Months Ended March 31,

 

(Millions of Dollars)

(Millions of Dollars)

2013 

 

2012 

 

(Decrease)

 

Percent

 

 

2013 

 

2012 

 

(Decrease)

 

Percent

 

 

2014

 

2013

 

Increase

 

Percent

 

Operating Revenues

Operating Revenues

$

 648.4 

 

$

 658.1 

 

$

 (9.7)

 

 (1.5)

%

 

$

 1,841.8 

 

$

 1,812.2 

 

$

 29.6 

 

 1.6 

%

 

$

734.6

 

$

624.1

 

$

110.5

 

17.7

%

Operating Expenses:

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchased Power and Transmission

 

 253.1 

 

 

 241.0 

 

 

 12.1 

 

 5.0 

 

 

 

 667.3 

 

 

 658.7 

 

 

 8.6 

 

 1.3 

 

Operations and Maintenance

 

 127.1 

 

 

 141.9 

 

 

 (14.8)

 

 (10.4)

 

 

 

 359.7 

 

 

 480.3 

 

 

 (120.6)

 

 (25.1)

 

Depreciation

 

 44.8 

 

 

 41.9 

 

 

 2.9 

 

 6.9 

 

 

 

 132.3 

 

 

 124.5 

 

 

 7.8 

 

 6.3 

 

Amortization of Regulatory Assets, Net

 

 - 

 

 

 8.7 

 

 

 (8.7)

 

 (100.0)

 

 

 

 11.2 

 

 

 19.9 

 

 

 (8.7)

 

 (43.7)

 

Energy Efficiency Programs

 

 24.5 

 

 

 25.2 

 

 

 (0.7)

 

 (2.8)

 

 

 

 68.2 

 

 

 68.2 

 

 

 - 

 

 - 

 

Taxes Other Than Income Taxes

 

 65.0 

 

 

 59.7 

 

 

 5.3 

 

 8.9 

 

 

 

 182.7 

 

 

 168.6 

 

 

 14.1 

 

 8.4 

 

 

Total Operating Expenses

 

 514.5 

 

 

 518.4 

 

 

 (3.9)

 

 (0.8)

 

 

 

 1,421.4 

 

 

 1,520.2 

 

 

 (98.8)

 

 (6.5)

 

Purchased Power and Transmission

 

281.4

 

229.3

 

52.1

 

22.7

 

Operations and Maintenance

 

109.5

 

108.9

 

0.6

 

0.6

 

Depreciation

 

46.1

 

42.4

 

3.7

 

8.7

 

Amortization of Regulatory Assets, Net

 

29.9

 

10.8

 

19.1

 

(a)

 

Energy Efficiency Programs

 

42.7

 

22.8

 

19.9

 

87.3

 

Taxes Other Than Income Taxes

 

67.0

 

60.2

 

6.8

 

11.3

 

Total Operating Expenses

 

576.6

 

474.4

 

102.2

 

21.5

 

Operating Income

Operating Income

$

 133.9 

 

$

 139.7 

 

$

 (5.8)

 

 (4.2)

%

 

$

 420.4 

 

$

 292.0 

 

$

 128.4 

 

 44.0 

%

 

$

158.0

 

$

149.7

 

$

8.3

 

5.5

%


Operating Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CL&P's retail sales were as follows:

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

2013 

 

2012 

 

Decrease

 

Percent

 

 

2013 

 

2012 

 

Increase

 

Percent

 

Retail Sales in GWh

 6,119 

 

 6,235 

 

 (116)

 

 (1.9)

%

 

 16,993 

 

 16,843 

 

 150 

 

 0.9 

%



(a) Percent greater than 100 percent not shown as it is not meaningful.

Operating Revenues

CL&P's&P’s retail sales were as follows:

 

 

For the Three Months Ended March 31,

 

 

 

2014

 

2013

 

Increase

 

Percent

 

Retail Sales in GWh

 

5,949

 

5,681

 

268

 

4.7

%

CL&P’s Operating Revenues decreased $9.7revenues increased $110.5 million for the three months ended September 30, 2013, as compared to the same period in 2012, due primarily to:


·

A $2.1 million decrease in base distribution revenues reflecting a 1.9 percent decrease in retail sales.  This decrease was due primarily to slightly cooler summer weather in 2013, as compared to the summer weather in 2012.

·

A $7.8 million decrease in transmission revenues reflecting the establishment of a reserve related to the FERC ALJ initial decision in the thirdfirst quarter of 2013.  The decrease was partially offset by recoveryincrease in revenue reflects higher retail sales volumes as a result of the significantly colder than normal winter temperatures and the overall impact of higher transmission expenseswholesale energy costs in New England.  The wholesale energy markets were impacted by higher natural gas transportation costs, which had an adverse impact on the cost of purchased electric energy for our retail customers.  Fluctuations on wholesale energy costs are recovered from customers in rates and continuing transmission infrastructure investments.therefore have no impact on earnings.


CL&P’s Operating Revenues increased $29.6 million forAs noted above, the nine months ended September 30, 2013, as compared to the same period in 2012, due primarily to:


·

A $9.4 million increase in base distribution revenues reflecting a 0.9reflects an increase of 4.7 percent increase in retail sales.  This increase was due primarily to the colder winter weather experienced in early 2013, as compared tothe first quarter of 2014, when the average daily temperature was 5 degrees lower than the same period in 2012.2013.


·

An $8.7 millionThe increase in transmission revenues reflectingreflects recovery of higher transmission expenses and continuingincluding ongoing investments in our transmission infrastructure investments.  The increase was partially offset by the establishment of a reserve related to the FERC ALJ initial decision in the third quarter of 2013.infrastructure.


·

The remaining increase was due primarily to higher collections of costs through reconciling cost mechanisms.  These revenues are fully reconciled to the related costs.  Therefore this increase in revenues had no impact on earnings.   


Purchased Power and Transmission increased forin the three and nine months ended September 30, 2013,first quarter of 2014, as compared to the same periods in 2012,first quarter of 2013, due primarily to the following:


Three Months Ended

 

Nine Months Ended

 

Three Months Ended

 

(Millions of Dollars)

Increase/(Decrease)

 

Increase/(Decrease)

 

Increase/(Decrease)

 

GSC Supply Costs

 

$

101.1

 

Transmission Costs

$

20.5 

 

$

32.5 

 

6.5

 

Deferred Fuel Costs

 

20.4 

 

29.6 

 

(55.8

)

CfD Costs

 

(6.3)

 

0.9 

GSC Supply Costs

 

(20.0)

 

(45.0)

Purchased Power Contracts

 

(4.5)

 

(10.7)

Other

 

2.0 

 

 

1.3 

 

0.3

 

$

12.1 

 

$

8.6 

 

$

52.1

 


The decreaseincrease in GSC supply costs was due primarily to lowerhigher average supply prices partially offset byand an increase in GSC sales.loads as a result of an increase in retail sales and customers returning to standard offer from third party suppliers.   On July 1, 2013, CL&P began to procure approximately thirty30 percent of GSC load.  Costs associated with the remaining seventy70 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.  All GSCThe increase in transmission costs was the result of an increase in the retail transmission deferral, which reflects the actual costs of transmission service compared to estimated billed amounts.  The decrease in deferred fuel costs was due primarily to higher average supply prices, as compared to prices projected when standard service rates were set. Purchased Power and Transmission costs are included in PURA approvedregulatory-approved tracking mechanisms and do not impact earnings.




57



Operations and Maintenancedecreased forincreased in the three and nine months ended September 30, 2013,first quarter of 2014, as compared to the same periods in 2012, due primarily to the absence in 2013 of costs recognized in the secondfirst quarter of 2012 as a result of the Connecticut settlement agreement (established a $40 million storm fund reserve and provided a $25 million bill credit2013, due to customers).  In addition, there were lowerhigher bad debt expense ($5.5 million), higher distribution general and administrative expensescosts ($1.8 million2.3 million), higher routine maintenance costs ($1.5 million), and $6.8 million, respectively)other operating costs ($1 million).  Offsetting these increases was a decrease in pension and lower distributionPBOP costs related to customer EIA incentives ($6.1 million and $5.8 million, respectively)9.7 million).  Also contributing to the decrease was the absence in 2013 of the amortization of a regulatory deferral allowed

Depreciation increased in the 2010 rate case decision ($4 million for the nine months), lower routine vegetation management costs ($3.5 million for the nine months), the absencefirst quarter of amortization of the PBOP transition obligation ($1.5 million and $4.6 million, respectively), and lower routine distribution maintenance costs ($0.7 million for the nine months).  Partially offsetting the third quarter 2013 decrease was higher routine vegetation management costs ($1.8 million for the third quarter) and higher routine distribution maintenance costs ($1.8 million for the third quarter).  


Depreciation increased for the three and nine months ended September 30, 2013,2014, as compared to the same periods in 2012,first quarter of 2013, due primarily to higher utility plant balances resulting from completed construction projects placed into service related to CL&P's capital programs.service.


Amortization of Regulatory Assets, Netdecreased forincreased in the three and nine months ended September 30, 2013,first quarter of 2014, as compared to the same periods in 2012,first quarter of 2013, due primarily to lower retail SBC revenues ($7.4 million and $18.7 million, respectively), lower SBC transition costs ($0.3 million and $5.4 million, respectively), lower CTA revenues ($3.8 million and $9.8 million, respectively) and lower CTA transition costs ($5.9 million and $11.8 million, respectively).  Partially offsetting these decreases was an increase in amortization expense related to a DOE refund ($11.9 million forpreviously deferred congestion charges.

49



Table of Contents

Energy Efficiency Programs increased in the third quarter).first quarter of 2014, as compared to the first quarter of 2013, due primarily to expanded energy conservation programs in 2014.  All costs are fully recovered through PURA-approved tracking mechanisms and therefore do not impact earnings.


Taxes Other Than Income Taxes increased forin the three and nine months ended September 30, 2013,first quarter of 2014, as compared to the same periods in 2012,first quarter of 2013, due primarily to an increase in property taxes as a result of both an increase in utility plant balances and property tax rates ($3.9 million).  In addition, there was an increase in the Connecticut gross earnings tax attributable to an increase in gross earningsretail revenues ($1.1 million and $5.8 million, respectively), and an increase in property taxes as a result of an increase in Property, Plant and Equipment related to CL&P’s capital program and an increase in the property tax rates ($3.9 million and $7.3 million, respectively)3.6 million).


Interest Expenseincreased for the three months ended September 30, 2013,$4.5 million in first quarter of 2014, as compared to the same period in 2012,first quarter of 2013, due primarily to higher interest on long-term debt.  Interest Expensedecreased for the nine months ended September 30, 2013,absence in 2014 of the favorable impact from the resolution of a state income tax audit in the first quarter of 2013.

Other Income, Net decreased $3.1 million in the first quarter of 2014, as compared to the same period in 2012,first quarter of 2013, due primarily to a decreaselower mark-to-market gains associated with marketable securities held in other interesttrust.

Income Tax Expense

 

 

For the Three Months Ended March 31,

 

(Millions of Dollars)

 

2014

 

2013

 

Increase

 

Percent

 

Income Tax Expense

 

$

45.5

 

$

39.2

 

$

6.3

 

16.1

%

Income Tax Expense increased in the first quarter of 2014, as a resultcompared to the first quarter of 2013, due primarily to the absence in 2014 of the favorable impact from the resolution of a state income tax audit in the first quarter of 2013 ($2.9 million), higher pre-tax earnings ($1.6 million), and higher state taxes ($0.9 million).

EARNINGS SUMMARY

 

 

For the Three Months Ended March 31,

 

(Millions of Dollars)

 

2014

 

2013

 

Net Income

 

$

79.3

 

$

85.0

 

CL&P’s earnings decreased $5.7 million in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to the absence in 2014 of the favorable impact from the resolution of a state income tax audit in the first quarter of 2013 and lower interest on short term loans, partially offset by higher interest on long-term debt.


Other Incomeincreased for the three and nine months ended September 30, 2013, as compared to the same periods in 2012, due primarily to higher gains on the NU supplemental benefit trust.


Income Tax Expense

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

(Millions of Dollars)

2013

 

2012

 

Increase

 

Percent

 

 

2013

 

2012

 

Increase

 

Percent

 

Income Tax Expense

$

36.1

 

$

34.1

 

$

2.0

 

5.9

%

 

$

113.1

 

$

63.9

 

$

49.2

 

77.0

%


Income Tax Expense increased for the nine months ended September 30, 2013, as compared to the same period in 2012, due primarily to higher pre-tax earnings ($22.6 million), the absence in 2013 of the impact of costs recognized as a result of the Connecticut settlement agreement ($26.6 million), and higher state taxes ($3.4 million), partially offset by state audit impacts ($2.9 million).  


EARNINGS SUMMARY

 

For the Three Months
Ended September 30,

 

For the Nine Months
Ended September 30,

(Millions of Dollars)

2013

 

2012

 

2013

 

2012

Income Before Merger-Related Costs

$

66.3

 

$

74.9

 

$

219.2

 

$

174.2 

Merger-Related Costs (after-tax)(1)

 

-

 

 

-

 

 

-

 

 

(38.4)

Net Income

$

66.3

 

$

74.9

 

$

219.2

 

$

135.8 


 (1)

The first nine months of 2012 after-tax merger-related costs consisted of charges related to the Connecticut 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 agreed to forego recovery of deferred storm costs associated with Tropical Storm Irene and the October 2011 snowstorm.


CL&P’s third quarter 2013 earnings were lower than the same period in 2012 due primarily to the establishment of a $7.7 million after-tax reserve related to the August 2013 FERC ALJ initial decision, higher depreciation and property tax expense and lower retail electric sales as a result of slightly cooler summer weather in 2013, as compared to the summer weather in 2012.depreciation.  Partially offsetting these unfavorable earnings impacts were increased investments in the transmission infrastructure.


Excluding merger-related costs, CL&P’s first nine months of 2013 earnings were $45 million higher than the same period in 2012 due primarily to increased investments in the transmission infrastructure, lower overall operations and maintenance costs and higher retail electric sales due primarily to colder weather in the first quarter of 2013,2014, as compared to the first quarter of 2012.  Partially offsetting these favorable earnings impacts were higher depreciation and property tax expense.2013.




LIQUIDITY

58



LIQUIDITY


CL&P had cash flows provided by operating activities of $308.6$95.5 million in the first nine monthsquarter of 2013,2014, compared with $148.2$26.4 million in the first nine monthsquarter of 2012.2013.  The improved cash flows were due primarily to the absence of cash disbursements for major storm restoration costs in the first nine monthsquarter of 2014, as compared to the first quarter of 2013, of $164.3 million in cash disbursements for storm costs associated with Tropical Storm Irene and the October 2011 snowstorm in the first nine months of 2012, the absence of approximately $27 million in 2012 CL&P customer bill credits associated with the October 2011 snowstorm and the absence of approximately $25 million in 2012 CL&P customer bill credits associated with the Connecticut settlement agreement.  Partially offsetting improved cash flows were income tax paymentsrefunds of $41.2$11.7 million in the first nine monthsquarter of 2013,2014, as compared with income tax refunds of $39to $1.6 million in the first nine monthsquarter of 2012, and the change in2013, partially offset by an unfavorable cash flow impact relating to traditional working capital amounts primarilyprincipally due to the changes in timing of accounts receivable collections.receivables.


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 investments totaled $294.6 million inIn the first nine monthsquarter of 2013, compared with $332.3 million in the first nine months of 2012.2014, investments for CL&P were $108 million.


On January 15, 2013,April 24, 2014, CL&P issued $400$250 million of 2.54.30 percent first mortgage bonds that will2014 Series A First Mortgage Bonds, due to mature on January 15, 2023.in April 2044.  The proceeds, net of issuance costs, were used to repay CL&P’s December 31, 2012 revolving credit facility borrowings of $89 million and intercompany loans related to NU's commercial paper program borrowings of $305.8 million.


On July 31, 2013, the FERC approved CL&P’s short-term debt application requesting the authorization to issue total short-term borrowings up to a maximum of $600 million.  The authorization is effective January 1, 2014 through December 31, 2015.from NU parent.


On September 3, 2013, CL&P redeemed at par $125 million of the 1.25 percent Series B 2011 PCRBs that were subject to mandatory tender for purchase using short-term debt.


On September 6, 2013, NU parent and certain of its subsidiaries, amended theirincluding CL&P, are parties to a joint five-year $1.15$1.45 billion revolving credit facility dated July 25, 2012 by increasing the aggregate principal amount available thereunder by $300 milliondue to $1.45 billion, extending the expiration date from July 25, 2017 toexpire on September 6, 2018, and increasing CL&P's borrowing sublimit from $300 million to $600 million.  At the same time, effective September 6, 2013, the CL&P $300 million2018.  The revolving credit facility was terminated.is to be used primarily to backstop the $1.45 billion commercial paper program at NU parent.  The commercial paper program allows NU parent to issue commercial paper as a form of short-term debt to its subsidiaries, including CL&P.  As of March 31, 2014 and December 31, 2013, there were intercompany loans from NU parent of $351.6 million and $287.3 million, respectively, to CL&P.


OtherAdditional financing activities in the first nine monthsquarter of 20132014 included $114$42.8 million in common stock dividends paid to NU parent.

On January 31, 2014, Moody’s upgraded corporate credit and securities ratings of CL&P by one level.  On April 7, 2014, Fitch affirmed the corporate credit rating and outlook of CL&P.

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59



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 condensed consolidated statements of income for NSTAR Electric included in this Quarterly Report on Form 10-Q for the ninethree months ended September 30, 2013March 31, 2014 and 2012:  2013:


 

Operating Revenues and Expenses
For the Three Months Ended March 31,

 

 

 

Operating Revenues and Expenses

 

For the Nine Months Ended September 30,

 

(Millions of Dollars)

2013 

 

2012 

 

Increase/

 

Percent

 

(Decrease)

 

 

2014

 

2013

 

Increase/
(Decrease)

 

Percent

 

Operating Revenues

Operating Revenues

$

 1,916.6 

 

$

1,784.8 

 

$

131.8 

 

7.4 

%

 

$

666.2

 

$

592.3

 

$

73.9

 

12.5

%

Operating Expenses:

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchased Power and Transmission

 

 659.1 

 

 

622.3 

 

 

36.8 

 

5.9 

 

Operations and Maintenance

 

 277.3 

 

 

340.6 

 

 

(63.3)

 

(18.6)

 

Depreciation

 

 136.3 

 

 

127.7 

 

 

8.6 

 

6.7 

 

Amortization of Regulatory Assets, Net

 

 173.3 

 

 

87.9 

 

 

85.4 

 

97.2 

 

Amortization of Rate Reduction Bonds

 

 15.1 

 

 

67.7 

 

 

(52.6)

 

(77.7)

 

Energy Efficiency Programs

 

 161.2 

 

 

138.4 

 

 

22.8 

 

16.5 

 

Taxes Other Than Income Taxes

 

 95.3 

 

 

89.7 

 

 

5.6 

 

6.2 

 

Total Operating Expenses

 

 1,517.6 

 

 

1,474.3 

 

 

43.3 

 

2.9 

 

Purchased Power and Transmission

 

319.1

 

214.1

 

105.0

 

49.0

 

Operations and Maintenance

 

85.9

 

92.3

 

(6.4

)

(6.9

)

Depreciation

 

46.6

 

45.4

 

1.2

 

2.6

 

Amortization of Regulatory Assets, Net

 

15.7

 

47.0

 

(31.3

)

(66.6

)

Amortization of Rate Reduction Bonds

 

 

15.1

 

(15.1

)

(100.0

)

Energy Efficiency Programs

 

48.3

 

51.7

 

(3.4

)

(6.6

)

Taxes Other Than Income Taxes

 

32.2

 

32.2

 

 

 

Total Operating Expenses

 

547.8

 

497.8

 

50.0

 

10.0

 

Operating Income

Operating Income

$

 399.0 

 

$

310.5 

 

$

88.5 

 

28.5 

%

 

$

118.4

 

$

94.5

 

$

23.9

 

25.3

%


Operating Revenues

 

 

 

 

 

 

 

 

 

NSTAR Electric's retail sales were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Nine Months Ended September 30,

 

 

 

 

2013 

 

2012 

 

Increase

 

Percent

 

Retail Sales in GWh

 

16,204 

 

16,189 

 

15 

 

 0.1 

%


Operating Revenues

NSTAR Electric’s retail sales were as follows:

 

 

For the Three Months Ended March 31,

 

 

 

2014

 

2013

 

Increase

 

Percent

 

Retail Sales in GWh

 

5,358

 

5,194

 

164

 

3.2

%

NSTAR Electric’s Operating Revenuesrevenues increased $131.8$73.9 million for the nine months ended September 30, 2013, as compared to the same periodfirst quarter of 2013.  The increase in 2012, due primarily to:revenue reflects higher retail sales volumes as a result of the significantly colder than normal winter temperatures and the overall impact of higher wholesale energy costs in New England.  The wholesale energy markets were impacted by higher natural gas transportation costs, which had an adverse impact on the cost of purchased electric energy for our retail customers.  Fluctuations on wholesale energy costs are recovered from customers in rates and therefore have no impact on earnings.


·

A $6.5 millionAs noted above, the increase in base distribution revenues reflectingreflects a 0.13.2 percent increase in retail sales.  The increase in sales volume was due primarily to colder winter weather in the first quarter of 2014.  The average daily temperature in Boston was over 3 degrees lower than the first quarter of 2013.

The positive impacts on sales volume were partially offset by customer savings due to the impact of our energy efficiency programs.  NSTAR Electric is permitted to bill customers for lost base revenues related to reductions in sales volume as a greater numberresult of cooling degree days duringits energy efficiency.  In the summerfirst quarter of 20132014, the recognition of lost base revenues increased $4.8 million compared to the first quarter of 2013.

The increase in transmission revenues reflects recovery of higher transmission expenses including continuing transmission infrastructure investments.

Purchased Power and heating degree daysTransmission increased in early 2013,the first quarter of 2014, as compared to the same periodsfirst quarter of 2013, due primarily to the following:

(Millions of Dollars)

 

Three Months Ended
Increase/(Decrease)

 

Basic Service Costs

 

$

106.8

 

Transmission Costs

 

18.8

 

Purchased Power Contracts

 

12.2

 

Deferred Fuel Costs

 

(32.8

)

 

 

$

105.0

 

The increase in 2012.  This favorableBasic Service costs was primarily related to higher average supply prices.   The increase in transmission costs was due primarily to higher RNS expense.  The increase in purchased power contracts was due primarily to higher congestion charges.  The decrease in deferred fuel costs was due primarily to higher average supply prices, as 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 wasearnings.

Operations and Maintenance decreased in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to lower employee benefit costs ($6 million) and lower storm-related costs ($2 million), partially offset by reductionshigher bad debt expense ($0.6 million), and other operating expenses ($1 million).

Depreciation increased in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to higher utility plant balances resulting from completed construction projects placed into service.

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Amortization of Regulatory Assets, Net decreased in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to a decrease in the recovery of previously deferred transition costs.

Amortization of Rate Reduction Bonds decreased in the first quarter of 2014, as compared to the first quarter of 2013, due to the maturity of the RRBs in March 2013.

Energy Efficiency Programs decreased in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to a decrease in the amortization of previously deferred costs ($8 million), partially offset by an increase in energy efficiency costs incurred in accordance with the three-year program guidelines established by the DPU ($4.6 million).  All costs are fully recovered through DPU-approved tracking mechanisms and therefore do not impact earnings.

Taxes Other Than Income Taxes remained unchanged in the first quarter of 2014, as compared to the first quarter of 2013, due to lower average municipal property tax rates, offset by an increase in property taxes as a result of an increase in utility plant balances.

Interest Expense increased $5.1 million in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to lower regulatory interest income primarily from deferred transition costs ($4.7 million), as well as higher average long-term debt outstanding.

Other Income/(Loss), Net decreased $0.8 million in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to lower gains on the deferred compensation plans.

Income Tax Expense

 

 

For the Three Months Ended March 31,

 

(Millions of Dollars)

 

2014

 

2013

 

Increase

 

Percent

 

Income Tax Expense

 

$

39.2

 

$

31.3

 

$

7.9

 

25.2

%

Income Tax Expense increased in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to higher pre-tax earnings ($6.3 million) and higher state taxes ($1.6 million).

EARNINGS SUMMARY

 

 

For the Three Months Ended March 31,

 

(Millions of Dollars)

 

2014

 

2013

 

Net Income

 

$

58.1

 

$

48.1

 

NSTAR Electric’s earnings increased $10 million in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to higher transmission margin, higher distribution revenues related to higher retail electric sales due primarily to colder weather in the first quarter in 2014, as compared to the first quarter of 2013, higher lost base revenues, and lower non-tracked operations and maintenance costs.  Partially offsetting these favorable earnings impacts was higher interest cost, primarily on deferred transition costs.

LIQUIDITY

NSTAR Electric had cash flows provided by operating activities of $191.4 million in the first quarter of 2014, compared with $89.4 million in the first quarter of 2013.  The increase in operating cash flows was due primarily to the absence of cash disbursements for major storm restoration costs associated with the February 2013 blizzard, a decrease in income tax payments in the first quarter of 2014, as compared to the first quarter of 2013, the absence of costs recovered in rates related to the RRBs that were fully amortized in the first quarter of 2013, and the absence of pension contributions in the first quarter of 2014, as compared to the first quarter of 2013.

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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 for the condensed consolidated statements of income for PSNH included in this Quarterly Report on Form 10-Q for the three months ended March 31, 2014 and 2013:

 

 

Operating Revenues and Expenses

 

 

 

For the Three Months Ended March 31,

 

 

 

 

 

 

 

Increase/

 

 

 

(Millions of Dollars)

 

2014

 

2013

 

(Decrease)

 

Percent

 

Operating Revenues

 

$

299.8

 

$

273.8

 

$

26.0

 

9.5

%

Operating Expenses:

 

 

 

 

 

 

 

 

 

Purchased Power, Fuel and Transmission

 

115.3

 

101.0

 

14.3

 

14.2

 

Operations and Maintenance

 

62.2

 

59.7

 

2.5

 

4.2

 

Depreciation

 

24.2

 

22.6

 

1.6

 

7.1

 

Amortization of Regulatory Assets/(Liabilities), Net

 

12.6

 

(3.1

)

15.7

 

(a)

 

Amortization of Rate Reduction Bonds

 

 

14.8

 

(14.8

)

(100.0

)

Energy Efficiency Programs

 

3.8

 

3.7

 

0.1

 

2.7

 

Taxes Other Than Income Taxes

 

17.7

 

17.0

 

0.7

 

4.1

 

Total Operating Expenses

 

235.8

 

215.7

 

20.1

 

9.3

 

Operating Income

 

$

64.0

 

$

58.1

 

$

5.9

 

10.2

%


(a) Percent greater than 100 percent not shown as it is not meaningful.

Operating Revenues

PSNH’s retail sales were as follows:

 

 

For the Three Months Ended March 31,

 

 

 

2014

 

2013

 

Increase

 

Percent

 

Retail Sales in GWh

 

2,076

 

1,992

 

84

 

4.2

%

PSNH’s Operating revenues increased $26 million compared to the first quarter of 2013.  The increase in revenue reflects higher retail sales volumes as a result of the significantly colder than normal winter temperatures and the overall impact of higher wholesale energy costs in New England.  The wholesale energy markets were impacted by higher natural gas transportation costs, which had an adverse impact on the cost of purchased electric energy for our retail customers.  Fluctuations on wholesale energy costs are recovered from customers in rates and therefore have no impact on earnings.

As noted above, the increase in base distribution revenues reflects an increase of 4.2 percent in retail sales.  PSNH experienced strong sales in 2014 due to colder winter weather than what was experienced in 2013.  The average daily temperature in New Hampshire was over 5 degrees lower than the first quarter of 2013.  Also reflected in this revenue increase was an increase of $3.3 million related to NHPUC-approved distribution rate increases effective July 1, 2013 as a result of a 2010 distribution rate case settlement.

The increase in transmission revenues reflects recovery of higher transmission expenses including ongoing investments in our transmission infrastructure.

Purchased Power, Fuel and Transmission increased in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to an increase in generation fuel costs, partially offset by lower purchased power costs due to customer fundedmigration, lower renewable energy efficiency programs.requirements set by the NHPUC, and lower regional greenhouse gas initiative auction proceeds.  Purchased Power, Fuel and Transmission costs are included in regulatory-approved tracking mechanisms and do not impact earnings.


·Operations and Maintenance increased in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to an increase in routine maintenance costs at the generation business ($1.2 million), an increase in routine transmission maintenance costs ($0.9 million) and higher bad debt expense ($0.6 million), partially offset by other operating costs ($0.2 million).

Transmission

Depreciation increased in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to higher utility plant balances resulting from completed construction projects placed into service.

Amortization of Regulatory Assets/(Liabilities), Net increased in the first quarter of  2014, as compared to the first quarter of 2013, due primarily to increases in the SCRC,  ES and TCAM amortizations ($7.3 million, $4.8 million, and $6.2 million, respectively).

Amortization of Rate Reduction Bonds decreased in the first quarter of 2014, as compared to the first quarter of 2013, due to the maturity of the RRBs in May 2013.

Income Tax Expense

 

 

For the Three Months Ended March 31,

 

(Millions of Dollars)

 

2014

 

2013

 

Increase

 

Percent

 

Income Tax Expense

 

$

19.7

 

$

18.0

 

$

1.7

 

9.4

%

Income Tax Expense increased in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to higher pre-tax earnings ($1.9 million).

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Table of Contents

EARNINGS SUMMARY

 

 

For the Three Months Ended March 31,

 

(Millions of Dollars)

 

2014

 

2013

 

Increase

 

Net Income

 

$

32.6

 

$

29.0

 

$

3.6

 

PSNH’s earnings increased due primarily to higher generation earnings and distribution retail revenues.  The first quarter 2014 distribution retail revenues remained comparablewere favorably impacted by the PSNH rate increases effective July 1, 2013 as a result of the 2010 distribution rate case settlement and a 4.2 percent increase in retail sales.  PSNH experienced strong sales in the first quarter of 2014 due to 2012colder winter weather than what was experienced in 2013.  Partially offsetting these favorable earnings impacts were higher operations and maintenance, depreciation and property tax expense.

LIQUIDITY

PSNH had cash flows provided by operating activities of $129.3 million in the first quarter of 2014, compared with $107.2 million in the first quarter of 2013.  The improved cash flows were due primarily to the absence of a $35.1 million NUSCO Pension and PBOP Plan contribution in the first quarter of 2014, as compared to the first quarter of 2013, the favorable impact of the 2010 rate case decision related to the additional increase to annualized rates that was effective July 1, 2013, and the favorable cash flow impacts relating to changes in traditional working capital amounts.  These favorable cash flow impacts were partially offset by income tax payments of $16.1 million in the first quarter of 2014, compared with income tax refunds of $15.3 million in the first quarter of 2013, and the absence of costs recovered in rates related to the RRBs that were fully amortized in the second quarter of 2013.

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RESULTS OF OPERATIONS — WESTERN MASSACHUSETTS ELECTRIC COMPANY

The following provides the amounts and variances in operating revenues and expense line items for the condensed statements of income for WMECO included in this Quarterly Report on Form 10-Q for the three months ended March 31, 2014 and 2013:

 

 

Operating Revenues and Expenses
For the Three Months Ended March 31,

 

(Millions of Dollars)

 

2014

 

2013

 

Increase/
(Decrease)

 

Percent

 

Operating Revenues

 

$

137.4

 

$

125.0

 

$

12.4

 

9.9

%

Operating Expenses:

 

 

 

 

 

 

 

 

 

Purchased Power and Transmission

 

49.4

 

40.1

 

9.3

 

23.2

 

Operations and Maintenance

 

22.6

 

20.9

 

1.7

 

8.1

 

Depreciation

 

10.3

 

9.0

 

1.3

 

14.4

 

Amortization of Regulatory (Liabilities)/Assets, Net

 

0.4

 

0.1

 

0.3

 

(a)

 

Amortization of Rate Reduction Bonds

 

 

4.7

 

(4.7

)

(100.0

)

Energy Efficiency Programs

 

11.9

 

8.3

 

3.6

 

43.4

 

Taxes Other Than Income Taxes

 

8.1

 

6.3

 

1.8

 

28.6

 

Total Operating Expenses

 

102.7

 

89.4

 

13.3

 

14.9

 

Operating Income

 

$

34.7

 

$

35.6

 

$

(0.9

)

(2.5

)%


(a) Percent greater than 100 percent not shown as it is not meaningful.

Operating Revenues

WMECO’s retail sales were as follows:

 

 

For the Three Months Ended March 31,

 

 

 

2014

 

2013

 

Increase

 

Percent

 

Retail Sales in GWh

 

965

 

929

 

36

 

3.8

%

WMECO’s Operating Revenues increased $12.4 million in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to:

·A $3.9 million increase in revenues that impacts earnings due to the reversal of a previously established wholesale billing adjustment.

·Base distribution revenues are consistent with 2013.  WMECO’s kWh sales have no impact on earnings, as its revenues are decoupled from sales volumes.

·A $0.8 million increase in transmission revenues reflecting recovery of higher transmission expenses and continuingincluding investments in our transmission infrastructure, investments, offset by the establishment of a reserveprimarily related to the FERC ALJ initial decision in the third quarter of 2013.NEEWS project.


·

The remaining increase primarily reflects a higher level of collectionsrecovery related to NSTAR Electric'sWMECO’s energy supply and company-sponsored energy efficiency programs.  These revenues are fully reconciled to the related costs.  Therefore this increase in revenues had no material impact on earnings.


Purchased Power and Transmissionincreased forin the nine months ended September 30, 2013,first quarter of 2014, as compared to the same period in 2012,first quarter of 2013, due primarily to the following:  


(Millions of Dollars)

Nine Months Ended

Increase/(Decrease)

Transmission Costs

$

39.2 

Deferred Fuel Costs

5.1 

Basic Service Costs

(7.7)

Other

0.2 

$

36.8 


Thean increase in transmission costs was due primarily to a higher regional rate leading to higher regional network service costs, as well as higher forward capacity market reliability charges.  Thesupplier contract prices and an increase in deferred fuel costs was due primarilycustomers returning to lower average supply prices, as compared to the prices projected when Basic Service customer rates were set.  The decrease in Basic Service costs was due primarily to lower average supply prices.  Thesedefault service from third party suppliers.  Purchased Power and Transmission costs are included in DPU-approvedregulatory-approved tracking mechanisms and do not impact earnings.


Operations and Maintenance decreased for increased in the nine months ended September 30, 2013,first quarter of 2014, as compared to the same period in 2012,first quarter of 2013, due primarily to the absence of the cumulative adjustment recordedan increase in 2012 to establish a reserve against the regulatory assetcustomer related to Basic Service bad debtexpenses ($0.8 million), an increase in routine maintenance costs ($280.6 million), and an increase in distribution vegetation management costs ($0.3 million).  In addition,

Depreciation increased in the first quarter 2012 adjustments were recognized for changes in accounting estimates related primarily to the allowance for doubtful accounts, workers’ compensation, employee medical benefits, and general liability claims ($18.7 million).  In addition, a bill credit to customers ($15 million) was recorded in the second quarter of 2012 as a result of the Massachusetts settlement agreement.  Also contributing to the decrease in costs was a March 2012 substation fire in the Back Bay/Prudential area of Boston ($10.1 million).  



60




Depreciationincreased for the nine months ended September 30, 2013,2014, as compared to the same period in 2012,first quarter of 2013, due primarily to higher utility plant balances resulting from completed construction projects placed into service related to NSTAR Electric’s capital programs.service.


Amortization of Regulatory Assets, NetRate Reduction Bonds increased fordecreased in the nine months ended September 30, 2013,first quarter of 2014, as compared to the same period in 2012, due primarily to an increase in the recoveryfirst quarter of transition costs.


Amortization of Rate Reduction Bondsdecreased for the nine months ended September 30, 2013, as compared to the same period in 2012, due to the maturity of the RRBs in MarchJune 2013.


Energy Efficiency Programsincreased forin the nine months ended September 30, 2013,first quarter of 2014, as compared to the same period in 2012,first quarter of 2013, 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 forin the nine months ended September 30, 2013,first quarter of 2014, as compared to the same period in 2012, due to higher municipal property taxes as a result of an increase in Property, Plant and Equipment related to the company’s regulated capital programs.  


Interest Expense decreased for the nine months ended September 30, 2013, as compared to the same period in 2012, due primarily to lower average long-term bond rates, partially offset by a higher level of average debt outstanding.  Lower regulatory interest income was primarily from deferred transition costs.  


Income Tax Expense

 

 

For the Nine Months Ended September 30,

 

(Millions of Dollars)

2013

 

2012

 

Increase

 

Percent

 

Income Tax Expense

$

137.5

 

$

102.2

 

$

35.3

 

34.5

%


Income Tax Expense increased for the nine months ended September 30, 2013, as compared to the same period in 2012, due primarily to higher pre-tax earnings ($30.2 million) and the absence in 2013 of the impact of costs recognized as a result of the Massachusetts settlement agreement ($5.9 million), partially offset by other impacts ($0.9 million).


EARNINGS SUMMARY

 

For the Nine Months
Ended September 30,

(Millions of Dollars)

 

2013

 

 

2012

Income Before Merger-Related Costs

$

213.2

 

$

167.0 

Merger-Related Costs (after-tax) (1)

 

-

 

 

(10.8)

Net Income

$

213.2

 

$

156.2 


 (1)

The 2012 after-tax merger-related costs consisted of a $15 million pre-tax charge for customer bill credits related to the Massachusetts settlement agreement and a $2.7 million pre-tax charge related to compensation costs.


Excluding merger-related costs, NSTAR Electric’s 2013 earnings were $46.2 million higher than the same period in 2012 due primarily to the absence of 2012 adjustments recorded to establish a reserve against the regulatory asset related to Basic Service bad debt costs ($17 million), and for changes in accounting estimates related primarily to the allowance for doubtful accounts, workers’ compensation, employee medical benefits, and general liability claims ($11.4 million).  Also contributing to the increase was a March 2012 substation fire in theBack Bay/Prudential area of Boston ($7.2 million), a reserve recorded relating to lost base revenues based on 2012 developments during hearings in the merger proceeding ($3.7 million), and the establishment of a reserve in the thirdfirst quarter of 2013, related to the August 2013 FERC ALJ initial decision ($3.4 million).




61



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 Nine Months
Ended September 30,

(Millions of Dollars)

 

2013

 

 

2012

Transmission

$

140.0

 

$

110.7

Distribution:

 

 

 

 

 

  Basic Business 

 

84.6

 

 

40.8

  Aging Infrastructure

 

75.0

 

 

119.1

  Load Growth

 

22.5

 

 

11.1

Total Distribution

 

182.1

 

 

171.0

Total

$

322.1

 

$

281.7


LIQUIDITY


NSTAR Electric had cash flows provided by operating activities of $274.1 million for the first nine months of 2013, compared with $348.2 million for the first nine months of 2012 (amounts are net of RRB payments, which are included in financing activities).  The decrease in operating cash flows was due primarily to an increase in cash disbursements for storm costs for the first nine months of 2013 associated with the February 2013 blizzard, as compared to cash disbursements for storm costs for the first nine months of 2012, associated with Tropical Storm Irene and the October 2011 snowstorm, and a $57 million increase in pension contributions for the first nine months of 2013, as compared to the same period of 2012.  The change in traditional working capital amounts, principally due to the changes in timing of accounts receivable collections, also contributed to the decrease in operating cash flows.  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 settlement agreement.  




62



RESULTS OF OPERATIONS – PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY


The following table provides the amounts and variances in operating revenues and expense line items for the condensed consolidated statements of income for PSNH included in this Quarterly Report on Form 10-Q for the nine months ended September 30, 2013 and 2012:  


 

 

 

Operating Revenues and Expenses

 

 

 

 

For the Nine Months Ended September 30,

 

 

 

 

 

 

 

 

 

 

Increase/

 

 

 

(Millions of Dollars)

2013 

 

2012 

 

(Decrease)

 

Percent

 

Operating Revenues

$

 708.6 

 

$

 755.0 

 

$

 (46.4)

 

 (6.1)

%

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Purchased Power, Fuel and Transmission

 

 197.8 

 

 

 239.1 

 

 

 (41.3)

 

 (17.3)

 

 

Operations and Maintenance

 

 191.6 

 

 

 201.0 

 

 

 (9.4)

 

 (4.7)

 

 

Depreciation

 

 68.4 

 

 

 65.3 

 

 

 3.1 

 

 4.7 

 

 

Amortization of Regulatory Liabilities, Net

 

 (1.7)

 

 

 (6.2)

 

 

 4.5 

 

 72.6 

 

 

Amortization of Rate Reduction Bonds

 

 19.7 

 

 

 43.9 

 

 

 (24.2)

 

 (55.1)

 

 

Energy Efficiency Programs

 

 11.0 

 

 

 10.8 

 

 

 0.2 

 

 1.9 

 

 

Taxes Other Than Income Taxes

 

 52.7 

 

 

 47.4 

 

 

 5.3 

 

 11.2 

 

 

 

Total Operating Expenses

 

 539.5 

 

 

 601.3 

 

 

 (61.8)

 

 (10.3)

 

Operating Income

$

 169.1 

 

$

 153.7 

 

$

 15.4 

 

 10.0 

%


Operating Revenues

 

 

 

 

 

 

 

 

PSNH's retail sales were as follows:

 

 

 

 

 

 

 

 

 

 

For the Nine Months Ended September 30,

 

 

 

2013 

 

2012 

 

Increase

 

Percent

 

Retail Sales in GWh

 5,971 

 

 5,888 

 

 83 

 

 1.4 

%


PSNH's Operating Revenues decreased $46.4 million for the nine months ended September 30, 2013, as compared to the same period in 2012, due primarily to:


·

A $12.5 million increase in base distribution revenues reflecting a 1.4 percent increase in retail sales.  PSNH experienced strong sales in early 2013 due to colder winter weather than what was experienced in early 2012.  In addition, revenue was positively impacted by an increase of $8.6 million related 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 $2 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.


·

These increases were more than offset by a decrease of approximately $61 million 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.


Purchased Power, Fuel and Transmission decreased for the nine months ended September 30, 2013, as compared to the same period in 2012, due primarily to a decrease in costs related to RECs 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 and an increase in RGGI auction proceeds, which offset the cost of fuel.  These decreases were partially offset by an increase in transmission costs resulting from an increase in regional transmission rates leading to higher RNS costs.


Operations and Maintenance decreased for the nine months ended September 30, 2013, as compared to the same period in 2012, due primarily to a decrease in RRB charges that are included in NHPUC-approved tracking mechanisms ($2.8 million), a decrease in vegetation management costs ($2.0 million), the absence in 2013 of PBOP transition obligation amortization ($1.9 million), lower general and administrative costs ($1.8 million) and lower routine generation and transmission maintenance costs ($1.3 million and $1.2 million, respectively).  These decreases were partially offset by an increase in routine distribution overhead line maintenance costs ($4.4 million).


Amortization of Regulatory Liabilities, Netincreased expenses for the nine months ended September 30, 2013, as compared to the same period in 2012, due primarily to an increase in the ES and TCAM amortization ($13.4 million and $3.2 million, respectively), partially offset by a decrease in the SCRC amortization ($11.3 million).  


Amortization of Rate Reduction Bonds decreased for the nine months ended September 30, 2013, as compared to the same period in 2012, due to the maturity of the RRBs in May 2013.


Taxes Other Than Income Taxes increased for the nine months ended September 30, 2013, as compared to the same period in 2012, due primarily to an increase in property taxes as a result of both an increase in Property, Plantutility plant balances and Equipment related to PSNH’s capital program and an increaseproperty tax rates.

Interest Expense decreased $0.6 million in the property tax rates.




63



Interest Expensedecreased $4 million for the nine months ended September 30, 2013,first quarter of 2014, as compared to the same periodfirst quarter of 2013, due primarily to the reversal of interest expense related to a previously recognized wholesale billing adjustment.

55



Table of Contents

Other Income, Net decreased $0.4 million in 2012,the first quarter of 2014, as compared to the first quarter of 2013, due primarily to lower Interest on Rate Reduction Bonds as a resultmark-to-market gains associated with marketable securities held in trust.

EARNINGS SUMMARY

 

 

For the Three Months Ended March 31,

 

(Millions of Dollars)

 

2014

 

2013

 

Net Income

 

$

18.1

 

$

18.6

 

WMECO’s earnings decreased $0.5 million in the first quarter of the maturity of the RRBs in May 2013.


Income Tax Expense

 

 

 

 

For the Nine Months Ended September 30,

 

(Millions of Dollars)

 

 

2013

 

2012

 

Increase

 

Percent

 

Income Tax Expense

 

 

$

52.8

 

$

48.0

 

$

4.8

 

10.0

%


Income Tax Expense increased for the nine months ended September 30, 2013,2014, as compared to the same period in 2012,first quarter of 2013, due primarily to lower mark-to-market gains associated with marketable securities held in trust, higher pre-tax earnings ($6.9 million), partially offset by lower state taxesoperations and other impacts ($2.1 million).


EARNINGS SUMMARY


For the nine months ended September 30, 2013, PSNH’s earnings were $14.8 million higher than the same period in 2012 due primarily to higher distribution retail revenuesmaintenance and higher generation earnings.  The nine months of 2013 distribution retail revenues were favorably impacted by the PSNH rate increases effective July 1, 2012 and July 1, 2013 as a result of the 2010 distribution rate case settlement, and higher weather-normalized retail electric sales (1.8 percent).depreciation expense.  Partially offsetting these favorableunfavorable earnings impacts were higher depreciation and property tax expense.  


LIQUIDITY


PSNH had cash flows provided by operating activities of $131.1 million for the nine months ended September 30, 2013, compared with $136.5 million for the same period in 2012 (amounts are net of RRB payments, which are included in financing activities).  The decrease in cash flows was due primarily to an increase in NUSCO Pension Plan contributions of $20.6 million for the nine months ended September 30, 2013, as compared to the same period in 2012, and an increase in coal and fuel inventories for the nine months ended September 30, 2013 creating a negative cash flow impact of $30.9 million, as compared to a reduction in coal and fuel inventories for the nine months ended September 30, 2012 creating a positive cash flow impact of $23.1 million.  Partially offsetting these decreases were income tax refunds of $8.7 million for the nine months ended September 30, 2013, compared to income tax payments of $9.3 million for the same period in 2012,  the absence of $8.7 million of 2012 cash disbursements for storm costs associated with Tropical Storm Irene and the October 2011 snowstorm, 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, and the change in traditional working capital amounts principally due to the changes in timing of accounts payable payments.  




64



RESULTS OF OPERATIONS – WESTERN MASSACHUSETTS ELECTRIC COMPANY


The following table provides the amounts and variances in operating revenues and expense line items for the condensed statements of income for WMECO included in this Quarterly Report on Form 10-Q for the nine months ended September 30, 2013 and 2012:  


 

 

 

Operating Revenues and Expenses

 

 

 

For the Nine Months Ended September 30,

 

(Millions of Dollars)

2013 

 

2012 

 

Increase/

 

Percent

 

 

(Decrease)

 

Operating Revenues

$

 361.8 

 

$

 333.3 

 

$

 28.5 

 

 8.6 

%

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchased Power and Transmission

 

 111.1 

 

 

 105.3 

 

 

 5.8 

 

 5.5 

 

 

 

Operations and Maintenance

 

 70.2 

 

 

 75.2 

 

 

 (5.0)

 

 (6.6)

 

 

 

Depreciation

 

 27.7 

 

 

 22.1 

 

 

 5.6 

 

 25.3 

 

 

 

Amortization of Regulatory (Liabilities)/

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets, Net

 

 (0.6)

 

 

 0.6 

 

 

 (1.2)

 

(a)

 

 

 

Amortization of Rate Reduction Bonds

 

 7.8 

 

 

 13.1 

 

 

 (5.3)

 

 (40.5)

 

 

 

Energy Efficiency Programs

 

 28.5 

 

 

 19.7 

 

 

 8.8 

 

 44.7 

 

 

 

Taxes Other Than Income Taxes

 

 20.2 

 

 

 15.4 

 

 

 4.8 

 

 31.2 

 

 

 

 

Total Operating Expenses

 

 264.9 

 

 

 251.4 

 

 

 13.5 

 

 5.4 

 

 

Operating Income

$

 96.9 

 

$

 81.9 

 

$

 15.0 

 

 18.3 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) Percent greater than 100 percent not shown as it is not meaningful.

 


Operating Revenues

 

 

 

 

 

 

 

 

 

WMECO's retail sales were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

For the Nine Months Ended September 30,

 

 

 

 

2013 

 

2012 

 

Decrease

 

Percent

 

Retail Sales in GWh

 

 2,786 

 

 2,788 

 

 (2)

 

 (0.1)

%


WMECO’s Operating Revenues increased $28.5 million for the nine months ended September 30, 2013, as compared to the same period in 2012, due primarily to:  


·

WMECO’s base distribution revenues are decoupled from its sales volumes.  Therefore, its 2013 distribution revenues are consistent with 2012.


·

A $19.8 million increase in transmission 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.


·

The remaining increase primarily reflects a higher level of collections related to WMECO’s energy supply and company-sponsored energy efficiency programs.  These revenues are fully reconciled to the related costs.  Therefore this increase in revenues had no material impact on earnings.


Purchased Power and Transmissionincreased for the nine months ended September 30, 2013, as compared to the same period in 2012, due primarily to an increase in supplier contract prices.


Operations and Maintenance decreased for the nine months ended September 30, 2013, as compared to the same period in 2012, due primarily to the absence in 2013 of bill credits to customers ($3 million) made in the second quarter of 2012 as a result of the Massachusetts settlement agreement.  In addition, there were lower general and administrative expenses ($2.2 million), lower customer uncollectible expenses ($1.8 million) and lower routine distribution maintenance expenses ($1.1 million).  Partially offsetting these decreases was an increase in pension costs ($3.3 million), which was recovered through DPU-approved tracking mechanisms and had no earnings impact.


Depreciation increased for the nine months ended September 30, 2013, as compared to the same period in 2012, due primarily to higher utility plant balances resulting from completed construction projects placed into service related to WMECO's capital programs.


Amortization of Rate Reduction Bondsdecreased for the nine months ended September 30, 2013, as compared to the same period in 2012, due to the maturity of the RRBs in June 2013.


Energy Efficiency Programsincreased for the nine months ended September 30, 2013, as compared to the same period in 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.  All costs are fully recovered through DPU-approved tracking mechanisms and therefore do not impact earnings.


Taxes Other Than Income Taxes increased for the nine months ended September 30, 2013, as compared to the same period in 2012, due primarily to an increase in property taxes as a result of an increase in Property, Plant and Equipment related to WMECO’s capital program and an increase in the property tax rates.




65



Income Tax Expense

 

 

 

For the Nine Months Ended September 30,

 

(Millions of Dollars)

 

2013

 

2012

 

Increase

 

Percent

 

Income Tax Expense

 

$

30.4

 

$

24.4

 

$

6.0

 

24.6

%


Income Tax Expense increased for the nine months ended September 30, 2013, as compared to the same period in 2012, due primarily to higher pre-tax earnings ($4.8 million) and the absence in 2013 of the impact of costs recognized as a result of the Massachusetts settlement agreement ($1.2 million).


EARNINGS SUMMARY


For the nine months ended September 30, 2013, excluding $1.8 million in 2012 of after-tax merger-related costs, WMECO’s earnings were $8.8 million higher, as compared to the same period in 2012, due primarily to higher transmission earnings as a result of an increased level of investment in transmission infrastructure, primarily related to the NEEWS project, and lower overall operations and maintenance costs.  Partially offsetting these favorable earnings impacts were higher depreciation and property tax expense.reversal of a previously established wholesale billing adjustment.


LIQUIDITY


WMECO had cash flows provided by operating activities of $160.7$46.3 million forin the nine months ended September 30, 2013,first quarter of 2014, compared with $44.9$71 million forin the same periodfirst quarter of 2013.  The decrease in 2012 (amounts are net of RRB payments, which are included in financing activities).  The improvedoperating cash flows werewas due primarily to income tax refundspayments of $64.4$14.1 million forin the nine months ended September 30, 2013,first quarter of 2014, compared with income tax refunds of $12.9 million for the same period in 2012, the absence for the nine months ended September 30, 2013 of $14.7$26.6 million in cash disbursements made for storm costs in 2012,the first quarter of 2013 and the absence of $3 millioncosts recovered in bill credits providedrates related to customersthe RRBs that were fully amortized in the second quarter of 2012 associated with2013, partially offset by the Massachusetts settlement agreement, andfavorable cash flow impacts relating to changes in traditional working capital amounts principally due to the changes in timing of accounts payable payments.and accounts receivables.

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66



ITEM 3.

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.  The remaining unregulated wholesale portfolio held by SelectNU’s Energy includes contracts that are market risk-sensitive, including a wholesale energy sales contract through December 2013 with an agencySupply Risk Committee, comprised of municipalities.  As Select Energy's contract volumes are winding down,senior officers, reviews and as the wholesaleapproves all large scale energy sales contract is substantially hedged against price risks, we have limited exposure to commodity price risks.  We have notrelated transactions entered into any energy contracts for trading purposes.  by its Regulated companies.


Other Risk Management Activities


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.


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 independent power producers,IPPs, industrial companies, 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.


If ourthe respective unsecured debt ratings of NU or its subsidiaries were reduced to below investment grade by either Moody’s or S&P, certain of ourNU’s contracts would require additional collateral in the form of cash to be provided to counterparties and independent system operators.  If such an event occurred as of September 30, 2013, we would have been required to provide additional collateral.  WeNU would have been and remainremains able to provide that collateral.


For further information on cash collateral deposited and posted with counterparties as well as any cash collateral netted against the fair value of the related derivative contracts, see Note 4, "Derivative“Derivative Instruments," to the financial statements.


We have provided additional disclosures regarding interest rate risk management and credit risk management in Part II, Item 7A, "Quantitative“Quantitative and Qualitative Disclosures about Market Risk," in NU's 2012NU’s 2013 Form 10-K, which is incorporated herein by reference. There have been no additional risks identified and no material changes with regard to the items previously disclosed in the NU 20122013 Form 10-K.


ITEM 4.

CONTROLS AND PROCEDURES


Management, on behalf of NU, CL&P, NSTAR Electric, PSNH and WMECO, evaluated the design and operation of the disclosure controls and procedures as of September 30, 2013March 31, 2014 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'smanagement’s supervision and with management'smanagement’s participation, including the principal executive officers and principal financial officer as of the end of the period covered by this Quarterly Report on Form 10-Q.  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 officers and principal financial officer have concluded, based on their review, that the disclosure controls and procedures of NU, 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 officers 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, CL&P, NSTAR Electric, PSNH and WMECO during the quarter ended September 30, 2013, other than changes resulting from the April 10, 2012 merger with NSTAR,March 31, 2014 that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.



6757



Table of Contents



PART II.  OTHER INFORMATION


ITEM 1.

LEGAL PROCEEDINGS


We are parties to various legal proceedings.  We have identified these legal proceedings in Part I, Item 3, "Legal“Legal Proceedings," and elsewhere in our 20122013 Form 10-K, which disclosures are incorporated herein by reference.  There have been no additional material legal proceedings identified and no material changes with regard to the legal proceedings previously disclosed in our 20122013 Form 10-K.


ITEM 1A.

RISK FACTORS


We are subject to a variety of significant risks in addition to the matters set forth under "Forward-Looking“Forward-Looking Statements," in Item 2, "Management's“Management’s Discussion and Analysis of Financial Condition and Results of Operations," of this Quarterly Report on Form 10-Q.  We have identified a number of these risk factors in Part I, Item 1A, "Risk“Risk Factors," in our 20122013 Form 10-K, which risk factors are incorporated herein by reference.  These risk factors should be considered carefully in evaluating our risk profile.  There have been no additional risk factors identified and no material changes with regard to the risk factors previously disclosed in our 20122013 Form 10-K.


ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


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 the Company’s Long-Term Incentive Plans and its Employee Savings 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)

 

July 1 – July 31, 2013

 

  - 

 

$

 - 

 - 

 

August 1 – August 31, 2013

 

  - 

 

 

 - 

 - 

 

September 1 – September 30, 2013

 

 101,000

 

 

41.19 

 - 

 - 

 

Total

 

 101,000

 

$

41.19 

 - 

 - 

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)

 

January 1 – January 31, 2014

 

503,821

 

$

43.30

 

 

 

February 1 – February 28, 2014

 

37,241

 

43.42

 

 

 

March 1 – March 31, 2014

 

138,094

 

44.52

 

 

 

Total

 

679,156

 

$

43.55

 

 

 



58





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68



ITEM 6.       EXHIBITS

EXHIBITS


Each documentexhibit described below is filed herewith, unless designated with an asterisk (*), which exhibits are incorporated by reference by the registrant(s) listed toregistrant under whose name the files identified, unless designated with a (*), which exhibits are filed herewith.exhibit appears.


Exhibit No.

Description

Listing of Exhibits (NU)

* 10.1

Composite Amended and Restated Indenture, effective January 2, 2014, 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, as Trustee, dated July 1, 1989 (Composite including all amendments) (incorporated by reference to Exhibit B to the Eleventh Supplemental Indenture, filed as Exhibit 10.2 hereto)

10.2

Eleventh Supplemental Indenture of Mortgage and Deed of Trust, dated as of January 1, 2014, 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)

12

Ratio of Earnings to Fixed Charges

31

Certification of Thomas J. May, Chairman, President and Chief Executive Officer of NU, 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 May 2, 2014

31.1

Certification of James J. Judge, Executive Vice President and Chief Financial Officer of NU, 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 May 2, 2014

32

Certification of Thomas J. May, Chairman, President and Chief Executive Officer of NU, and James J. Judge, Executive Vice President and Chief Financial Officer of NU, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 2, 2014

Listing of Exhibits (CL&P)

12

Ratio of Earnings to Fixed Charges

31

Certification of Leon J. Olivier, Chief Executive Officer of CL&P, 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 May 2, 2014

31.1

Certification of James J. Judge, Executive Vice President and Chief Financial Officer of CL&P, 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 May 2, 2014

32

Certification of Leon J. Olivier, Chief Executive Officer of CL&P, and James J. Judge, Executive Vice President and Chief Financial Officer of CL&P, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 2, 2014

Listing of Exhibits (NSTAR Electric)

* 4.1

A Form of 4.40% Debenture Due March 1, 2044. (Incorporated by reference to Exhibit 4 of the NSTAR Electric Company Current Report on Form 8-K, filed March 13, 2014, File No. 001-02301)

12

Ratio of Earnings to Fixed Charges

31

Certification of Leon J. Olivier, Chief Executive Officer of NSTAR Electric, 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 May 2, 2014

31.1

Certification of James J. Judge, Executive Vice President and Chief Financial Officer of NSTAR Electric, 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 May 2, 2014

32

Certification of Leon J. Olivier, Chief Executive Officer of NSTAR Electric, and James J. Judge, Executive Vice President and Chief Financial Officer of NSTAR Electric, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 2, 2014

Exhibit No.59



Table of Contents

Description

Listing of Exhibits (PSNH)

12

Ratio of Earnings to Fixed Charges

31

Certification of Leon J. Olivier, Chief Executive Officer of PSNH, 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 May 2, 2014

31.1

Certification of James J. Judge, Executive Vice President and Chief Financial Officer of PSNH, 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 May 2, 2014

32

Certification of Leon J. Olivier, Chief Executive Officer of PSNH, and James J. Judge, Executive Vice President and Chief Financial Officer of PSNH, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 2, 2014

Listing of Exhibits (WMECO)

12

Ratio of Earnings to Fixed Charges

31

Certification of Leon J. Olivier, Chief Executive Officer of WMECO, 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 May 2, 2014

31.1

Certification of James J. Judge, Executive Vice President and Chief Financial Officer of WMECO, 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 May 2, 2014

32

Certification of Leon J. Olivier, Chief Executive Officer of WMECO, and James J. Judge, Executive Vice President and Chief Financial Officer of WMECO, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 2, 2014


Listing of Exhibits (NU)


*12

Ratio of Earnings to Fixed Charges


*31

Certification of Thomas J. May, Chairman, President and Chief Executive Officer of Northeast Utilities, 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 November 4, 2013


*31.1

Certification of James J. Judge, Executive Vice President and Chief Financial Officer of Northeast Utilities, 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 November 4, 2013


*32

Certification of Thomas J. May, Chairman, President and Chief Executive Officer of Northeast Utilities and James J. Judge, Executive Vice President and Chief Financial Officer of Northeast Utilities, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated November 4, 2013


Listing of Exhibits (CL&P)


*12

Ratio of Earnings to Fixed Charges


*31

Certification of Leon J. Olivier, Chief Executive Officer of The Connecticut Light and Power 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 November 4, 2013


*31.1

Certification of James J. Judge, Executive Vice President and Chief Financial Officer of The Connecticut Light and Power 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 November 4, 2013


*32

Certification of Leon J. Olivier, Chief Executive Officer 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 November 4, 2013


Listing of Exhibits (NSTAR Electric)


4.1

First Amendment to Credit Agreement, dated September 6, 2013, by and among NSTAR Electric Company and Barclays Bank PLC, as Administrative Agent, and other lenders named therein. (Exhibit 4.2 to NSTAR Electric Company Current Report on Form 8-K filed on September 12, 2013, File No. 001-02301.)


*12

Ratio of Earnings to Fixed Charges


*31

Certification of Leon J. Olivier, Chief Executive 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 November 4, 2013


*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 November 4, 2013


*32

Certification of Leon J. Olivier, Chief Executive Officer 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 November 4, 2013




69



Listing of Exhibits (PSNH)


*12

Ratio of Earnings to Fixed Charges


*31

Certification of Leon J. Olivier, Chief Executive Officer of Public Service Company of New Hampshire, 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 November 4, 2013


*31.1

Certification of James J. Judge, Executive Vice President and Chief Financial Officer of Public Service Company of New Hampshire, 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 November 4, 2013


*32

Certification of Leon J. Olivier, Chief Executive Officer 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 November 4, 2013


Listing of Exhibits (WMECO)


*12

Ratio of Earnings to Fixed Charges


*31

Certification of Leon J. Olivier, Chief Executive Officer of Western Massachusetts 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 November 4, 2013


*31.1

Certification of James J. Judge, Executive Vice President and Chief Financial Officer of Western Massachusetts 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 November 4, 2013


*32

Certification of Leon J. Olivier, Chief Executive Officer of Western Massachusetts Electric Company and 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 November 4, 2013


Listing of Exhibits (NU, CL&P, PSNH, WMECO)


4.1

First Amendment to Credit Agreement, dated September 6, 2013, by and among Northeast Utilities and its subsidiaries, The Connecticut Light and Power Company, NSTAR Gas Company, NSTAR LLC, Public Service Company of New Hampshire, Western Massachusetts Electric Company and Yankee Gas Services Company, and Bank of America, N.A., as Administrative Agent, and other lenders named therein (Exhibit 4.1 to NU Current Report on Form 8-K filed on September 12, 2013, File No. 001-05324.)


Listing of Exhibits (NU, CL&P, NSTAR Electric, PSNH, WMECO)


*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



70



SIGNATURE



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

November 4, 2013

By:

/s/

Jay S. Buth

Jay S. Buth

Vice President, Controller and

Chief Accounting Officer

 

 


101.SCH




SIGNATURE



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.



XBRL Taxonomy Extension Schema

THE CONNECTICUT LIGHT AND POWER COMPANY

November 4, 2013

By:

/s/

Jay S. Buth

Jay S. Buth

Vice President, Controller and

Chief Accounting Officer

 

 


101.CAL






SIGNATURE



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.




XBRL Taxonomy Extension Calculation

NSTAR ELECTRIC COMPANY

November 4, 2013

By:

/s/

Jay S. Buth

Jay S. Buth

Vice President, Controller and

Chief Accounting Officer

 

 



101.DEF

71



SIGNATURE



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.




XBRL Taxonomy Extension Definition

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE

November 4, 2013

By:

/s/

Jay S. Buth

Jay S. Buth

Vice President, Controller and

Chief Accounting Officer

 

 


101.LAB




SIGNATURE



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.




XBRL Taxonomy Extension Labels

WESTERN MASSACHUSETTS ELECTRIC COMPANY

November 4, 2013

By:

/s/

Jay S. Buth

Jay S. Buth

Vice President, Controller and

Chief Accounting Officer

 

 


101.PRE










XBRL Taxonomy Extension Presentation

60



Table of Contents

SIGNATURE

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.

72


NORTHEAST UTILITIES


May 2, 2014

By:

/s/ Jay S. Buth

Jay S. Buth

Vice President, Controller and Chief Accounting Officer

SIGNATURE

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

May 2, 2014

By:

/s/ Jay S. Buth

Jay S. Buth

Vice President, Controller and Chief Accounting Officer

SIGNATURE

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

May 2, 2014

By:

/s/ Jay S. Buth

Jay S. Buth

Vice President, Controller and Chief Accounting Officer

61



Table of Contents

SIGNATURE

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

May 2, 2014

By:

/s/ Jay S. Buth

Jay S. Buth

Vice President, Controller and Chief Accounting Officer

SIGNATURE

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

May 2, 2014

By:

/s/ Jay S. Buth

Jay S. Buth

Vice President, Controller and Chief Accounting Officer

62