


	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Quarterly Period Ended ~~September 30, 2017~~March 31, 2018
	or
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ____________ to ____________



Commission File Number	Registrant; State of Incorporation; Address; and Telephone Number	I.R.S. Employer Identification No.

1-5324	EVERSOURCE ENERGY (a Massachusetts voluntary association) 300 Cadwell Drive Springfield, Massachusetts 01104 Telephone: (800) 286-5000	04-2147929

0-00404	THE CONNECTICUT LIGHT AND POWER COMPANY (a Connecticut corporation) 107 Selden Street Berlin, Connecticut 06037-1616 Telephone: (800) 286-5000	06-0303850

1-02301	NSTAR ELECTRIC COMPANY (a Massachusetts corporation) 800 Boylston Street Boston, Massachusetts 02199 Telephone: (800) 286-5000	04-1278810

1-6392	PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE (a New Hampshire corporation) Energy Park 780 North Commercial Street Manchester, New Hampshire 03101-1134 Telephone: (800) 286-5000	02-0181050

~~0-7624~~	~~WESTERN MASSACHUSETTS ELECTRIC COMPANY~~ ~~(a Massachusetts corporation)~~ ~~300 Cadwell Drive~~ ~~Springfield, Massachusetts 01104~~ ~~Telephone: (800) 286-5000~~	~~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	¨

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 registrants were required to submit and post such files).



	Yes	No
	x	¨

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



	Large accelerated filer	Accelerated filer	Non-accelerated filer	Smaller reporting company	Emerging growth company

Eversource Energy	x	¨	¨	¨	¨
The Connecticut Light and Power Company	¨	¨	x	¨	¨
NSTAR Electric Company	¨	¨	x	¨	¨
Public Service Company of New Hampshire	¨	¨	x	¨	¨
~~Western Massachusetts Electric Company~~	¨	¨	x	¨	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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



	Yes	No

Eversource Energy	¨	x
The Connecticut Light and Power Company	¨	x
NSTAR Electric Company	¨	x
Public Service Company of New Hampshire	¨	x
~~Western Massachusetts Electric Company~~	¨	x

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



Company - Class of Stock	Outstanding as of ~~October 31, 2017~~April 30, 2018

Eversource Energy Common Shares, $5.00 par value	316,885,808 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~~200 shares
Public Service Company of New Hampshire Common Stock, $1.00 par value	301 shares
~~Western Massachusetts Electric Company Common Stock, $25.00 par value~~	~~434,653 shares~~

Eversource Energy holds all of the 6,035,205 shares, ~~100 shares, 301~~200 shares, and ~~434,653~~301 shares of the outstanding common stock of The Connecticut Light and Power Company, NSTAR Electric Company, and Public Service Company of New Hampshire, ~~and Western Massachusetts Electric Company,~~ respectively.

NSTAR Electric Company and 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.~~10‑Q.

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

GLOSSARY OF TERMS

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



Current or former Eversource Energy companies, segments or investments:
Eversource, ES or the Company	Eversource Energy and subsidiaries
Eversource parent or ES parent	Eversource Energy, a public utility holding company
ES parent and other companies	ES parent and other companies are comprised of Eversource parent, Eversource Service and other subsidiaries, which primarily includes our unregulated businesses, HWP Company, The Rocky River Realty Company (a real estate subsidiary), and the consolidated operations of CYAPC and YAEC
CL&P	The Connecticut Light and Power Company
NSTAR Electric	NSTAR Electric Company
PSNH	Public Service Company of New Hampshire
~~WMECO~~	~~Western Massachusetts Electric Company~~
NSTAR Gas	NSTAR Gas Company
Yankee Gas	Yankee Gas Services Company
Aquarion	Eversource Aquarion Holdings, Inc and its subsidiaries (formerly known as Macquarie Utilities Inc)
NPT	Northern Pass Transmission LLC
Northern Pass	The HVDC and associated alternating-current transmission line project from Canada into New Hampshire
Eversource Service	Eversource Energy Service Company
Bay State Wind	A project being developed jointly by Eversource and Denmark-based Ørsted (formerly known as DONG Energy) to construct an offshore wind farm off the coast of Massachusetts
CYAPC	Connecticut Yankee Atomic Power Company
MYAPC	Maine Yankee Atomic Power Company
YAEC	Yankee Atomic Electric Company
Yankee Companies	CYAPC, YAEC and MYAPC
Regulated companies	The Eversource ~~Regulated~~regulated companies are comprised of the electric distribution and transmission businesses of CL&P, NSTAR Electric ~~PSNH,~~ and ~~WMECO,~~PSNH, the natural gas distribution businesses of Yankee Gas and NSTAR Gas, NPT, ~~and~~Aquarion, the generation ~~activities~~facilities of PSNH, and ~~WMECO~~
	the solar power facilities of NSTAR Electric
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 Terms and Abbreviations:
Access Northeast	A project being developed jointly by Eversource, Enbridge, Inc. ("Enbridge"), and National Grid plc ("National Grid") through Algonquin Gas Transmission, LLC to bring needed additional natural gas pipeline and storage capacity to New England.
ADIT	Accumulated Deferred Income Taxes
AFUDC	Allowance For Funds Used During Construction
~~AOCL~~AOCI	Accumulated Other Comprehensive ~~Loss~~
~~Aquarion~~	~~Aquarion Water Company~~Income
ARO	Asset Retirement Obligation
Bcf	Billion cubic feet
C&LM	Conservation and Load Management
CfD	Contract for Differences
Clean Air Project	The construction of a wet flue gas desulphurization system, known as "scrubber technology," to reduce mercury emissions of the Merrimack coal-fired generation station in Bow, New Hampshire
CO₂	Carbon dioxide
~~CPSL~~	~~Capital Projects Scheduling List~~
CTA	Competitive Transition Assessment
CWIP	Construction Work in Progress
EDC	Electric distribution company
EPS	Earnings Per Share
ERISA	Employee Retirement Income Security Act of 1974



~~ERISA~~	~~Employee Retirement Income Security Act of 1974~~
ESOP	Employee Stock Ownership Plan
ESPP	Employee Share Purchase Plan
Eversource ~~2016~~2017 Form 10-K	The Eversource Energy and Subsidiaries ~~2016~~2017 combined Annual Report on Form 10-K as filed with the SEC
~~FERC ALJ~~	~~FERC Administrative Law Judge~~
Fitch	Fitch Ratings
FMCC	Federally Mandated Congestion Charge
FTR	Financial Transmission Rights
GAAP	Accounting principles generally accepted in the United States of America
GSC	Generation Service Charge
GSRP	Greater Springfield Reliability Project
GWh	Gigawatt-Hours
HQ	Hydro-Québec, a corporation wholly-owned by the Québec government, including its divisions that produce, transmit and distribute electricity in Québec, Canada
HVDC	High-voltage direct current
Hydro Renewable Energy	Hydro Renewable Energy, Inc., a wholly-owned subsidiary of Hydro-Québec
IPP	Independent Power Producers
ISO-NE Tariff	ISO-NE FERC Transmission, Markets and Services Tariff
kV	Kilovolt
kVa	Kilovolt-ampere
kW	Kilowatt (equal to one thousand watts)
kWh	Kilowatt-Hours (the basic unit of electricity energy equal to one kilowatt of power supplied for one hour)
LBR	Lost Base Revenue
LNG	Liquefied natural gas
LRS	Supplier of last resort service
~~MMcf~~MG	Million ~~cubic feet~~gallons
MGP	Manufactured Gas Plant
MMBtu	One million British thermal units
MMcf	Million cubic feet
Moody's	Moody's Investors Services, Inc.
MW	Megawatt
MWh	Megawatt-Hours
NEEWS	New England East-West Solution
NETOs	New England Transmission Owners (including Eversource, National Grid and Avangrid)
NOx	Nitrogen oxides
OCI	Other Comprehensive Income/(Loss)
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 benefits, primarily medical, dental and life insurance
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
RNS	Regional Network Service
ROE	Return on Equity
RRB	Rate Reduction Bond or Rate Reduction Certificate
RSUs	Restricted share units
S&P	Standard & Poor's Financial Services LLC
SBC	Systems Benefits Charge
SCRC	Stranded Cost Recovery Charge
SERP	Supplemental Executive Retirement Plans and non-qualified defined benefit retirement plans
SIP	Simplified Incentive Plan
SO₂	Sulfur dioxide
SS	Standard service
TCAM	Transmission Cost Adjustment Mechanism
TSA	Transmission Service Agreement
UI	The United Illuminating Company

EVERSOURCE ENERGY AND SUBSIDIARIES

THE CONNECTICUT LIGHT AND POWER COMPANY

NSTAR ELECTRIC COMPANY AND SUBSIDIARY

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY

~~WESTERN MASSACHUSETTS ELECTRIC COMPANY~~

TABLE OF CONTENTS



		Page
PART I – FINANCIAL INFORMATION

ITEM 1.	Financial Statements (Unaudited)

	Eversource Energy and Subsidiaries (Unaudited)
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Income	2
	Condensed Consolidated Statements of Comprehensive Income	2
	Condensed Consolidated Statements of Cash Flows	3

	The Connecticut Light and Power Company (Unaudited)
	Condensed Balance Sheets	4
	Condensed Statements of Income	5
	Condensed Statements of Comprehensive Income	5
	Condensed Statements of Cash Flows	6

	NSTAR Electric Company and Subsidiary (Unaudited)
	Condensed Consolidated Balance Sheets	7
	Condensed Consolidated Statements of Income	8
	Condensed Consolidated Statements of Comprehensive Income	8
	Condensed Consolidated Statements of Cash Flows	9

	Public Service Company of New Hampshire and Subsidiary (Unaudited)
	Condensed Consolidated Balance Sheets	10
	Condensed Consolidated Statements of Income	11
	Condensed Consolidated Statements of Comprehensive Income	11
	Condensed Consolidated Statements of Cash Flows	12

	~~Western Massachusetts Electric Company (Unaudited)~~
	~~Condensed Balance Sheets~~	13
	~~Condensed Statements of Income~~	14
	~~Condensed Statements of Comprehensive Income~~	14
	~~Condensed Statements of Cash Flows~~	15

	Combined Notes to Condensed Financial Statements (Unaudited)	1613

ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations
	Eversource Energy and Subsidiaries	35
	The Connecticut Light and Power Company	50
	, NSTAR Electric Company and Subsidiary, and	53
	Public Service Company of New Hampshire and Subsidiary	55
	~~Western Massachusetts Electric Company~~	5749

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	5954

ITEM 4.	Controls and Procedures	5954

PART II – OTHER INFORMATION

ITEM 1.	Legal Proceedings	6055

ITEM 1A.	Risk Factors	6055

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6055

ITEM 6.	Exhibits	6156

SIGNATURES		6358

iii

EVERSOURCE ENERGY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(Thousands of Dollars)	As of September 30, 2017			As of December 31, 2016			As of March 31, 2018			As of December 31, 2017

ASSETS
Current Assets:
Cash and Cash Equivalents	$	125,761		$	30,251		$	303,810		$	38,165
Receivables, Net	919,959			847,301			1,086,282			925,083
Unbilled Revenues	146,634			168,490			164,082			201,361
Fuel, Materials, Supplies and Inventory	305,035			328,721			264,171			223,063
Regulatory Assets	746,142			887,625			683,211			741,868
Prepayments and Other Current Assets	159,939			215,284			210,534			138,009
Assets Held for Sale							59,346			219,550
Total Current Assets	2,403,470			2,477,672			2,771,436			2,487,099

Property, Plant and Equipment, Net	22,537,304			21,350,510			23,958,688			23,617,463

Deferred Debits and Other Assets:
Regulatory Assets	3,505,901			3,638,688			4,655,521			4,497,447
Goodwill	3,519,401			3,519,401			4,427,266			4,427,266
Marketable Securities	570,255			544,642			580,446			585,419
Other Long-Term Assets	627,289			522,260			646,626			605,692
Total Deferred Debits and Other Assets	8,222,846			8,224,991			10,309,859			10,115,824

Total Assets	$	33,163,620		$	32,053,173		$	37,039,983		$	36,220,386

LIABILITIES AND CAPITALIZATION
Current Liabilities:
Notes Payable	$	18,238		$	1,148,500		$	1,049,305		$	1,088,087
Long-Term Debt – Current Portion	957,697			773,883			1,097,288			549,631
Accounts Payable	794,195			884,521			984,343			1,085,034
Obligations to Third Party Suppliers	149,789			122,806
Regulatory Liabilities	170,215			146,787			205,970			128,071
Other Current Liabilities	530,297			562,108			759,112			738,222
Total Current Liabilities	2,620,431			3,638,605			4,096,018			3,589,045

Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes	6,001,589			5,607,207			3,389,606			3,297,518
Regulatory Liabilities	700,207			702,255			3,703,735			3,637,273
Derivative Liabilities	391,910			413,676			415,402			377,257
Accrued Pension and SERP	946,629			1,141,514
Accrued Pension, SERP and PBOP							1,026,181			1,228,091
Other Long-Term Liabilities	881,056			853,260			1,053,765			1,073,501
Total Deferred Credits and Other Liabilities	8,921,391			8,717,912			9,588,689			9,613,640

Capitalization:
Long-Term Debt	10,468,193			8,829,354			12,015,992			11,775,889

Noncontrolling Interest – Preferred Stock of Subsidiaries	155,568			155,568			155,570			155,570

Equity:
Common Shareholders' Equity:
Common Shares	1,669,392			1,669,392			1,669,392			1,669,392
Capital Surplus, Paid In	6,235,846			6,250,224			6,224,620			6,239,940
Retained Earnings	3,474,185			3,175,171			3,670,603			3,561,084
Accumulated Other Comprehensive Loss	(63,615		)	(65,282		)	(63,130		)	(66,403		)
Treasury Stock	(317,771		)	(317,771		)	(317,771		)	(317,771		)
Common Shareholders' Equity	10,998,037			10,711,734			11,183,714			11,086,242
Total Capitalization	21,621,798			19,696,656			23,355,276			23,017,701

Total Liabilities and Capitalization	$	33,163,620		$	32,053,173		$	37,039,983		$	36,220,386

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

EVERSOURCE ENERGY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,				For the Three Months Ended March 31,
(Thousands of Dollars, Except Share Information)	2017		2016		2017		2016		2018		2017

Operating Revenues	$	1,988,512	$	2,039,706	$	5,856,458	$	5,862,525	$	2,287,962	$	2,105,135

Operating Expenses:
Purchased Power, Fuel and Transmission	651,776		665,810		1,955,129		2,001,929		946,747		753,649
Operations and Maintenance	300,421		324,734		933,400		965,584		332,549		338,307
Depreciation	194,466		181,288		571,152		531,781		204,266		186,805
Amortization of Regulatory Assets, Net	41,848		43,942		58,058		56,223
Amortization									45,194		24,017
Energy Efficiency Programs	129,205		149,121		391,761		405,962		134,241		146,158
Taxes Other Than Income Taxes	168,193		164,942		479,648		479,219		182,433		155,222
Total Operating Expenses	1,485,909		1,529,837		4,389,148		4,440,698		1,845,430		1,604,158
Operating Income	502,603		509,869		1,467,310		1,421,827		442,532		500,977
Interest Expense	108,719		99,865		319,477		298,568		121,129		103,429
Other Income, Net	21,184		13,641		56,304		23,689		33,789		21,619
Income Before Income Tax Expense	415,068		423,645		1,204,137		1,146,948		355,192		419,167
Income Tax Expense	152,818		156,446		447,921		428,186		83,766		157,829
Net Income	262,250		267,199		756,216		718,762		271,426		261,338
Net Income Attributable to Noncontrolling Interests	1,880		1,880		5,639		5,639		1,880		1,880
Net Income Attributable to Common Shareholders	$	260,370	$	265,319	$	750,577	$	713,123	$	269,546	$	259,458

Basic and Diluted Earnings Per Common Share	$	0.82	$	0.83	$	2.36	$	2.24	$	0.85	$	0.82

Dividends Declared Per Common Share	$	0.48	$	0.45	$	1.43	$	1.34	$	0.51	$	0.48

Weighted Average Common Shares Outstanding:
Basic	317,393,029		317,787,836		317,415,848		317,696,823		317,397,052		317,463,151
Diluted	317,949,396		318,577,079		318,007,042		318,511,609		317,992,999		318,124,536

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

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

For the Three Months Ended September 30, For the Nine Months Ended September 30,
(Thousands of Dollars) 2017 2016 2017 2016

Net Income $ 262,250
$ 267,199
$ 756,216
$ 718,762
Other Comprehensive (Loss)/Income, Net of Tax:
Qualified Cash Flow Hedging Instruments 519
534
1,567
1,602
Changes in Unrealized (Losses)/Gains on
  Marketable Securities
(1,872 ) 946
733
2,271
Changes in Funded Status of Pension, SERP and
  PBOP Benefit Plans
673
(1,733 ) (633 ) (2,646 )
Other Comprehensive (Loss)/Income, Net of Tax (680 ) (253 ) 1,667
1,227
Comprehensive Income Attributable to
  Noncontrolling Interests
(1,880 ) (1,880 ) (5,639 ) (5,639 )
Comprehensive Income Attributable to Common
  Shareholders
$ 259,690
$ 265,066
$ 752,244
$ 714,350



	For the Three Months Ended March 31,
(Thousands of Dollars)	2018			2017

Net Income	$	271,426		$	261,338
Other Comprehensive Income, Net of Tax:
Qualified Cash Flow Hedging Instruments	724			534
Changes in Unrealized (Losses)/Gains on Marketable Securities	(444		)	1,645
Changes in Funded Status of Pension, SERP and PBOP Benefit Plans	2,993			962
Other Comprehensive Income, Net of Tax	3,273			3,141
Comprehensive Income Attributable to Noncontrolling Interests	(1,880		)	(1,880		)
Comprehensive Income Attributable to Common Shareholders	$	272,819		$	262,599

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

EVERSOURCE ENERGY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Nine Months Ended September 30,						For the Three Months Ended March 31,
(Thousands of Dollars)	2017			2016			2018			2017

Operating Activities:
Net Income	$	756,216		$	718,762		$	271,426		$	261,338
Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
Depreciation	571,152			531,781			204,266			186,805
Deferred Income Taxes	374,863			301,413			88,481			141,398
Pension, SERP and PBOP Expense, Net	16,891			31,627
Pension, SERP and PBOP (Income)/Expense, Net							(1,965		)	5,828
Pension and PBOP Contributions	(197,900		)	(121,854		)	(171,244		)	(45,700		)
Regulatory Overrecoveries, Net	185,952			152,808			70,457			56,734
Amortization of Regulatory Assets, Net	58,058			56,223
Amortization							45,194			24,017
Other	(148,741		)	(27,671		)	(54,969		)	(36,176		)
Changes in Current Assets and Liabilities:
Receivables and Unbilled Revenues, Net	(107,473		)	(191,454		)	(156,888		)	(50,251		)
Fuel, Materials, Supplies and Inventory	23,686			25,425			(26,956		)	(33,058		)
Taxes Receivable/Accrued, Net	88,856			347,898			(5,061		)	32,313
Accounts Payable	(96,551		)	(121,513		)	(61,571		)	(57,701		)
Other Current Assets and Liabilities, Net	(32,874		)	(53,077		)	(23,456		)	(40,198		)
Net Cash Flows Provided by Operating Activities	1,492,135			1,650,368			177,714			445,349

Investing Activities:
Investments in Property, Plant and Equipment	(1,642,280		)	(1,359,171		)	(607,334		)	(523,560		)
Proceeds from Sales of Marketable Securities	520,664			444,209			145,438			154,772
Purchases of Marketable Securities	(506,302		)	(437,197		)	(143,264		)	(149,688		)
Proceeds from the Sale of PSNH Generation Assets							130,641			—
Other Investing Activities	(10,177		)	(9,463		)	(5,200		)	(16,105		)
Net Cash Flows Used in Investing Activities	(1,638,095		)	(1,361,622		)	(479,719		)	(534,581		)

Financing Activities:
Cash Dividends on Common Shares	(451,562		)	(423,471		)	(160,027		)	(150,521		)
Cash Dividends on Preferred Stock	(5,639		)	(5,639		)	(1,880		)	(1,880		)
Decrease in Notes Payable	(231,500		)	(426,453		)	(240,005		)	(173,000		)
Issuance of Long-Term Debt	1,250,000			800,000			1,150,000			600,000
Retirements of Long-Term Debt	(320,000		)	(200,000		)	(150,218		)	(150,000		)
Other Financing Activities	171			(17,074		)	(19,140		)	(15,832		)
Net Cash Flows Provided by/(Used in) Financing Activities	241,470			(272,637		)
Net Increase in Cash and Cash Equivalents	95,510			16,109
Cash and Cash Equivalents - Beginning of Period	30,251			23,947
Cash and Cash Equivalents - End of Period	$	125,761		$	40,056
Net Cash Flows Provided by Financing Activities							578,730			108,767
Net Increase in Cash, Cash Equivalents and Restricted Cash							276,725			19,535
Cash, Cash Equivalents and Restricted Cash - Beginning of Period							85,890			106,750
Cash, Cash Equivalents and Restricted Cash - End of Period							$	362,615		$	126,285

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

THE CONNECTICUT LIGHT AND POWER COMPANY

CONDENSED BALANCE SHEETS

(Unaudited)


(Thousands of Dollars)	As of September 30, 2017		As of December 31, 2016			As of March 31, 2018		As of December 31, 2017

ASSETS
Current Assets:
Cash	$	9,364	$	6,579		$	240,217	$	6,028
Receivables, Net	404,065		359,132			411,437		370,676
Accounts Receivable from Affiliated Companies	29,287		16,851			29,122		28,181
Unbilled Revenues	48,625		50,373			48,763		54,154
Materials, Supplies and Inventory	44,516		52,050			53,637		48,438
Regulatory Assets	274,982		335,526			229,735		200,281
Prepaid Property Taxes	55,375		19,678
Prepayments and Other Current Assets	13,832		32,992			56,413		46,926
Total Current Assets	880,046		873,181			1,069,324		754,684

Property, Plant and Equipment, Net	8,107,957		7,632,392			8,406,595		8,271,030

Deferred Debits and Other Assets:
Regulatory Assets	1,312,191		1,391,564			1,499,588		1,444,935
Other Long-Term Assets	145,246		137,907			171,092		159,597
Total Deferred Debits and Other Assets	1,457,437		1,529,471			1,670,680		1,604,532

Total Assets	$	10,445,440	$	10,035,044		$	11,146,599	$	10,630,246

LIABILITIES AND CAPITALIZATION
Current Liabilities:
Notes Payable to Eversource Parent	$	—	$	80,100		$	—	$	69,500
Long-Term Debt – Current Portion	300,000		250,000			550,000		300,000
Accounts Payable	292,234		289,532			346,676		367,605
Accounts Payable to Affiliated Companies	80,899		88,075			90,481		82,201
Obligations to Third Party Suppliers	52,865		55,520
Accrued Taxes	64,332		16,090
Regulatory Liabilities	69,296		47,055			66,949		38,967
Derivative Liabilities	59,895		77,765
Other Current Liabilities	99,467		104,309			264,064		234,486
Total Current Liabilities	1,018,988		1,008,446			1,318,170		1,092,759

Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes	2,089,480		1,987,661			1,133,045		1,103,367
Regulatory Liabilities	98,777		100,138			1,136,361		1,112,136
Derivative Liabilities	391,758		412,750			415,036		376,918
Accrued Pension, SERP and PBOP	297,492		300,208			266,824		354,469
Other Long-Term Liabilities	134,870		123,244			124,056		128,135
Total Deferred Credits and Other Liabilities	3,012,377		2,924,001			3,075,322		3,075,025

Capitalization:
Long-Term Debt	2,758,851		2,516,010			3,003,562		2,759,135

Preferred Stock Not Subject to Mandatory Redemption	116,200		116,200			116,200		116,200

Common Stockholder's Equity:
Common Stock	60,352		60,352			60,352		60,352
Capital Surplus, Paid In	2,110,752		2,110,714			2,119,765		2,110,765
Retained Earnings	1,367,650		1,299,374			1,452,919		1,415,741
Accumulated Other Comprehensive Income/(Loss)	270		(53		)
Accumulated Other Comprehensive Income						309		269
Common Stockholder's Equity	3,539,024		3,470,387			3,633,345		3,587,127
Total Capitalization	6,414,075		6,102,597			6,753,107		6,462,462

Total Liabilities and Capitalization	$	10,445,440	$	10,035,044		$	11,146,599	$	10,630,246

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

THE CONNECTICUT LIGHT AND POWER COMPANY

CONDENSED STATEMENTS OF INCOME

(Unaudited)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,				For the Three Months Ended March 31,
(Thousands of Dollars)	2017		2016		2017		2016		2018		2017

Operating Revenues	$	774,762	$	760,037	$	2,173,629	$	2,175,141	$	784,983	$	732,310

Operating Expenses:
Purchased Power and Transmission	259,005		253,509		711,154		760,613		301,889		244,938
Operations and Maintenance	123,107		123,034		359,834		356,409		117,292		128,737
Depreciation	63,727		57,675		184,275		172,175		67,498		59,751
Amortization of Regulatory Assets, Net	34,574		23,418		58,799		30,308		28,006		12,803
Energy Efficiency Programs	37,739		44,381		106,483		117,969		22,760		36,591
Taxes Other Than Income Taxes	79,067		81,948		223,482		227,981		90,300		73,979
Total Operating Expenses	597,219		583,965		1,644,027		1,665,455		627,745		556,799
Operating Income	177,543		176,072		529,602		509,686		157,238		175,511
Interest Expense	36,313		36,083		106,577		108,561		36,823		34,964
Other Income, Net	7,509		3,669		14,070		10,881		6,560		3,267
Income Before Income Tax Expense	148,739		143,658		437,095		412,006		126,975		143,814
Income Tax Expense	52,595		57,026		159,450		155,453		28,407		53,606
Net Income	$	96,144	$	86,632	$	277,645	$	256,553	$	98,568	$	90,208

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

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	For the Three Months Ended September 30,					For the Nine Months Ended September 30,				For the Three Months Ended March 31,
(Thousands of Dollars)	2017			2016		2017		2016		2018			2017

Net Income	$	96,144		$	86,632	$	277,645	$	256,553	$	98,568		$	90,208
Other Comprehensive Income, Net of Tax:
Qualified Cash Flow Hedging Instruments	96			111		298		333		52			111
Changes in Unrealized (Losses)/Gains on Marketable Securities	(64		)	33		25		78		(12		)	56
Other Comprehensive Income, Net of Tax	32			144		323		411		40			167
Comprehensive Income	$	96,176		$	86,776	$	277,968	$	256,964	$	98,608		$	90,375

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

THE CONNECTICUT LIGHT AND POWER COMPANY

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Nine Months Ended September 30,						For the Three Months Ended March 31,
(Thousands of Dollars)	2017			2016			2018			2017

Operating Activities:
Net Income	$	277,645		$	256,553		$	98,568		$	90,208
Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
Depreciation	184,275			172,175			67,498			59,751
Deferred Income Taxes	90,132			109,637			29,109			47,864
Pension, SERP, and PBOP Expense, Net of PBOP Contributions	4,546			4,825
Regulatory Overrecoveries, Net	71,413			33,492
Pension Contributions							(82,276		)	(625		)
Regulatory Underrecoveries, Net							(8,878		)	(18,734		)
Amortization of Regulatory Assets, Net	58,799			30,308			28,006			12,803
Other	(22,113		)	(14,873		)	(11,870		)	(1,710		)
Changes in Current Assets and Liabilities:
Receivables and Unbilled Revenues, Net	(70,936		)	(100,074		)	(46,330		)	(1,280		)
Taxes Receivable/Accrued, Net	69,335			197,422			42,460			32,920
Accounts Payable	(1,649		)	(30,168		)	(28,408		)	(16,957		)
Other Current Assets and Liabilities, Net	(38,111		)	(44,908		)	(23,160		)	(30,823		)
Net Cash Flows Provided by Operating Activities	623,336			614,389			64,719			173,417

Investing Activities:
Investments in Property, Plant and Equipment	(621,882		)	(438,518		)	(202,126		)	(181,601		)
Proceeds from the Sale of Property, Plant and Equipment	—			9,047
Other Investing Activities	185			310			56			32
Net Cash Flows Used in Investing Activities	(621,697		)	(429,161		)	(202,070		)	(181,569		)

Financing Activities:
Cash Dividends on Common Stock	(205,200		)	(149,700		)	(60,000		)	(49,600		)
Cash Dividends on Preferred Stock	(4,169		)	(4,169		)	(1,390		)	(1,390		)
Capital Contributions from Eversource Parent	—			145,700			9,000			—
Issuance of Long-Term Debt	525,000			—			500,000			300,000
Retirement of Long-Term Debt	(250,000		)	—			—			(150,000		)
Decrease in Notes Payable to Eversource Parent	(80,100		)	(168,900		)	(69,500		)	(76,700		)
Premium on Issuance of Long-Term Debt	21,937			—
Other Financing Activities	(6,322		)	(609		)	(6,539		)	(3,631		)
Net Cash Flows Provided by/(Used in) Financing Activities	1,146			(177,678		)
Net Increase in Cash	2,785			7,550
Cash - Beginning of Period	6,579			1,057
Cash - End of Period	$	9,364		$	8,607
Net Cash Flows Provided by Financing Activities							371,571			18,679
Net Increase in Cash and Restricted Cash							234,220			10,527
Cash and Restricted Cash- Beginning of Period							9,619			8,403
Cash and Restricted Cash - End of Period							$	243,839		$	18,930

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

NSTAR ELECTRIC COMPANY AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(Thousands of Dollars)	As of September 30, 2017		As of December 31, 2016		As of March 31, 2018			As of December 31, 2017

ASSETS
Current Assets:
Cash and Cash Equivalents	$	89,915	$	3,494	$	9,471		$	1,763
Receivables, Net	322,193		257,557		406,599			341,341
Accounts Receivable from Affiliated Companies	13,632		8,581		26,335			40,723
Unbilled Revenues	39,160		31,632		41,213			49,865
Taxes Receivable	—		39,738
Materials, Supplies and Inventory	53,203		62,288		132,943			95,517
Regulatory Assets	230,620		289,400		276,962			333,882
Prepayments and Other Current Assets	16,550		14,906		42,250			24,499
Total Current Assets	765,273		707,596		935,773			887,590

Property, Plant and Equipment, Net	6,268,689		6,051,835		8,323,826			8,246,494

Deferred Debits and Other Assets:
Regulatory Assets	1,049,324		1,057,746		1,287,282			1,190,575
Prepaid PBOP	115,367		95,073		133,650			126,948
Other Long-Term Assets	79,653		60,572		86,898			84,766
Total Deferred Debits and Other Assets	1,244,344		1,213,391		1,507,830			1,402,289

Total Assets	$	8,278,306	$	7,972,822	$	10,767,429		$	10,536,373

LIABILITIES AND CAPITALIZATION
Current Liabilities:
Notes Payable	$	—	$	126,500	$	367,000		$	234,000
Long-Term Debt – Current Portion	43,814		400,000
Accounts Payable	198,251		232,599		329,558			340,115
Accounts Payable to Affiliated Companies	81,953		91,532		137,132			91,260
Obligations to Third Party Suppliers	86,346		55,863		101,654			88,721
Renewable Portfolio Standards Compliance Obligations	69,527		75,571		139,174			111,524
Accrued Taxes	32,021		3,922
Regulatory Liabilities	65,520		63,653		89,230			79,562
Other Current Liabilities	58,628		67,200		57,333			79,916
Total Current Liabilities	636,060		1,116,840		1,221,081			1,025,098

Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes	1,910,328		1,836,292		1,297,365			1,275,814
Regulatory Liabilities	392,851		391,823		1,530,103			1,514,451
Accrued Pension and SERP	39,830		111,827		80,248			89,995
Other Long-Term Liabilities	135,613		123,194		197,371			198,176
Total Deferred Credits and Other Liabilities	2,478,622		2,463,136		3,105,087			3,078,436

Capitalization:
Long-Term Debt	2,382,392		1,678,116		2,943,915			2,943,759

Preferred Stock Not Subject to Mandatory Redemption	43,000		43,000		43,000			43,000

Common Stockholder's Equity:
Common Stock	—		—		—			—
Capital Surplus, Paid In	1,047,678		1,045,378		1,595,442			1,502,942
Retained Earnings	1,690,198		1,625,984		1,860,621			1,944,961
Accumulated Other Comprehensive Income	356		368
Accumulated Other Comprehensive Loss					(1,717		)	(1,823		)
Common Stockholder's Equity	2,738,232		2,671,730		3,454,346			3,446,080
Total Capitalization	5,163,624		4,392,846		6,441,261			6,432,839

Total Liabilities and Capitalization	$	8,278,306	$	7,972,822	$	10,767,429		$	10,536,373

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

NSTAR ELECTRIC COMPANY AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,				For the Three Months Ended March 31,
(Thousands of Dollars)	2017		2016		2017		2016		2018		2017

Operating Revenues	$	725,701	$	780,462	$	1,913,548	$	1,985,979	$	770,127	$	733,808

Operating Expenses:
Purchased Power and Transmission	259,400		291,382		689,784		764,907		332,579		273,852
Operations and Maintenance	92,571		96,282		266,203		279,932		118,682		115,872
Depreciation	56,200		54,695		167,598		159,151		70,542		67,218
Amortization of Regulatory Assets, Net	9,845		9,621		17,806		18,275		6,364		4,489
Energy Efficiency Programs	71,615		84,717		198,803		212,882		74,793		77,976
Taxes Other Than Income Taxes	37,052		35,050		99,090		101,800		48,186		37,821
Total Operating Expenses	526,683		571,747		1,439,284		1,536,947		651,146		577,228
Operating Income	199,018		208,715		474,264		449,032		118,981		156,580
Interest Expense	24,488		21,101		69,962		62,206		26,464		28,279
Other Income, Net	3,426		5,022		8,703		7,524		12,601		8,349
Income Before Income Tax Expense	177,956		192,636		413,005		394,350		105,118		136,650
Income Tax Expense	69,796		75,440		161,320		154,493		27,969		53,269
Net Income	$	108,160	$	117,196	$	251,685	$	239,857	$	77,149	$	83,381

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

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,						For the Three Months Ended March 31,
(Thousands of Dollars)	2017			2016			2017			2016			2018			2017

Net Income	$	108,160		$	117,196		$	251,685		$	239,857		$	77,149		$	83,381
Other Comprehensive Loss, Net of Tax:
Other Comprehensive Income, Net of Tax:
Changes in Funded Status of SERP Benefit Plan	(4		)	(10		)	(12		)	(31		)	1			(4		)
Other Comprehensive Loss, Net of Tax	(4		)	(10		)	(12		)	(31		)
Qualified Cash Flow Hedging Instruments													109			109
Changes in Unrealized (Losses)/Gains on Marketable													(4		)	16
Other Comprehensive Income, Net of Tax													106			121
Comprehensive Income	$	108,156		$	117,186		$	251,673		$	239,826		$	77,255		$	83,502

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

NSTAR ELECTRIC COMPANY AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Nine Months Ended September 30,						For the Three Months Ended March 31,
(Thousands of Dollars)	2017			2016			2018			2017

Operating Activities:
Net Income	$	251,685		$	239,857		$	77,149		$	83,381
Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
Depreciation	167,598			159,151			70,542			67,218
Deferred Income Taxes	71,327			40,960			22,542			45,375
Pension, SERP and PBOP (Benefits)/Expense, Net	(7,305		)	1,370
Pension and PBOP Contributions	(83,040		)	(26,734		)
Pension, SERP and PBOP Benefits, Net							(9,295		)	(10,548		)
Regulatory Overrecoveries, Net	61,356			131,774			17,618			3,921
Amortization of Regulatory Assets, Net	17,806			18,275			6,364			4,489
Other	(23,120		)	(20,088		)	(2,204		)	(3,877		)
Changes in Current Assets and Liabilities:
Receivables and Unbilled Revenues, Net	(95,398		)	(103,444		)	(52,949		)	(9,275		)
Materials, Supplies and Inventory	9,086			30,659			(37,427		)	(33,342		)
Taxes Receivable/Accrued, Net	67,501			141,379			(22,698		)	37,566
Accounts Payable	(38,486		)	(22,913		)	43,170			(29,015		)
Other Current Assets and Liabilities, Net	13,961			(25,942		)	23,703			1,251
Net Cash Flows Provided by Operating Activities	412,971			564,304			136,515			157,144

Investing Activities:
Investments in Property, Plant and Equipment	(358,041		)	(327,731		)	(192,036		)	(164,849		)
Other Investing Activities	(3,617		)	—			(654		)	(3,608		)
Net Cash Flows Used in Investing Activities	(361,658		)	(327,731		)	(192,690		)	(168,457		)

Financing Activities:
Cash Dividends on Common Stock	(186,000		)	(278,300		)	(161,000		)	(56,000		)
Cash Dividends on Preferred Stock	(1,470		)	(1,470		)	(490		)	(490		)
Capital Contributions from Eversource Parent	2,300			25,000			92,500			—
Decrease in Notes Payable	(126,500		)	(26,500		)
Issuance of Long-Term Debt	350,000			250,000
Retirements of Long-Term Debt	—			(200,000		)
Increase in Notes Payable							133,000			68,400
Other Financing Activities	(3,222		)	(2,495		)	(78		)	(38		)
Net Cash Flows Provided by/(Used in) Financing Activities	35,108			(233,765		)
Increase in Cash and Cash Equivalents	86,421			2,808
Cash and Cash Equivalents - Beginning of Period	3,494			3,346
Cash and Cash Equivalents - End of Period	$	89,915		$	6,154
Net Cash Flows Provided by Financing Activities							63,932			11,872
Increase in Cash, Cash Equivalents and Restricted Cash							7,757			559
Cash, Cash Equivalents and Restricted Cash - Beginning of Period							14,708			15,506
Cash, Cash Equivalents and Restricted Cash - End of Period							$	22,465		$	16,065

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

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(Thousands of Dollars)	As of September 30, 2017			As of December 31, 2016			As of March 31, 2018			As of December 31, 2017

ASSETS
Current Assets:
Cash	$	597		$	4,646		$	2,917		$	900
Receivables, Net	93,299			84,450			94,179			92,774
Accounts Receivable from Affiliated Companies	24,331			4,185			10,253			5,297
Unbilled Revenues	37,133			41,004			41,444			49,448
Fuel, Materials, Supplies and Inventory	158,091			162,354
Taxes Receivable							34,871			5,838
Materials, Supplies and Inventory							49,582			40,285
Regulatory Assets	112,465			117,240			122,481			130,134
Prepayments and Other Current Assets	3,797			28,908			15,918			23,093
Assets Held for Sale							59,346			219,550
Total Current Assets	429,713			442,787			430,991			567,319

Property, Plant and Equipment, Net	3,167,905			3,039,313			2,693,951			2,642,274

Deferred Debits and Other Assets:
Regulatory Assets	244,561			245,525			816,194			810,677
Other Long-Term Assets	51,740			37,720			53,656			42,391
Total Deferred Debits and Other Assets	296,301			283,245			869,850			853,068

Total Assets	$	3,893,919		$	3,765,345		$	3,994,792		$	4,062,661

LIABILITIES AND CAPITALIZATION
Current Liabilities:
Notes Payable to Eversource Parent	$	202,300		$	160,900		$	271,300		$	262,900
Long-Term Debt – Current Portion	110,000			70,000			110,000			110,000
Accounts Payable	92,201			85,716			94,498			128,685
Accounts Payable to Affiliated Companies	42,788			29,154			33,828			24,676
Dividends Payable to Eversource Parent							—			150,000
Renewable Portfolio Standards Compliance Obligations							35,447			27,765
Regulatory Liabilities	7,923			12,659			15,607			6,251
Other Current Liabilities	61,210			43,253			59,876			40,159
Total Current Liabilities	516,422			401,682			620,556			750,436

Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes	827,412			785,385			490,487			443,468
Regulatory Liabilities	40,822			44,779			449,588			444,397
Accrued Pension, SERP and PBOP	98,553			94,652			121,414			124,639
Other Long-Term Liabilities	54,131			49,442			34,990			56,689
Total Deferred Credits and Other Liabilities	1,020,918			974,258			1,096,479			1,069,193

Capitalization:
Long-Term Debt	892,581			1,002,048			891,801			892,438

Common Stockholder's Equity:
Common Stock	—			—			—			—
Capital Surplus, Paid In	843,134			843,134			843,134			843,134
Retained Earnings	625,012			549,286			546,475			511,382
Accumulated Other Comprehensive Loss	(4,148		)	(5,063		)	(3,653		)	(3,922		)
Common Stockholder's Equity	1,463,998			1,387,357			1,385,956			1,350,594
Total Capitalization	2,356,579			2,389,405			2,277,757			2,243,032

Total Liabilities and Capitalization	$	3,893,919		$	3,765,345		$	3,994,792		$	4,062,661

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

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,					For the Three Months Ended March 31,
(Thousands of Dollars)	2017		2016		2017			2016		2018		2017

Operating Revenues	$	250,032	$	266,946	$	733,572		$	727,753	$	267,350	$	253,157

Operating Expenses:
Purchased Power, Fuel and Transmission	57,099		59,833		179,289			155,700		109,717		61,747
Operations and Maintenance	63,669		64,183		191,153			187,184		51,380		63,964
Depreciation	32,084		29,646		95,266			86,524		23,493		30,735
Amortization of Regulatory Assets/(Liabilities), Net	2,835		14,158		(10,658		)	14,490
Amortization of Regulatory Assets, Net										5,035		5,445
Energy Efficiency Programs	4,007		3,983		11,040			10,862		5,157		3,746
Taxes Other Than Income Taxes	22,936		20,460		66,935			64,543		16,801		20,881
Total Operating Expenses	182,630		192,263		533,025			519,303		211,583		186,518
Operating Income	67,402		74,683		200,547			208,450		55,767		66,639
Interest Expense	12,896		12,397		38,676			37,386		12,772		12,808
Other Income, Net	1,229		574		2,883			1,007		4,749		2,811
Income Before Income Tax Expense	55,735		62,860		164,754			172,071		47,744		56,642
Income Tax Expense	22,012		24,345		65,128			66,242		12,651		22,330
Net Income	$	33,723	$	38,515	$	99,626		$	105,829	$	35,093	$	34,312

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

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	For the Three Months Ended September 30,					For the Nine Months Ended September 30,				For the Three Months Ended March 31,
(Thousands of Dollars)	2017			2016		2017		2016		2018			2017

Net Income	$	33,723		$	38,515	$	99,626	$	105,829	$	35,093		$	34,312
Other Comprehensive Income, Net of Tax:
Qualified Cash Flow Hedging Instruments	291			290		872		871		290			291
Changes in Unrealized (Losses)/Gains on Marketable Securities	(112		)	56		43		135		(21		)	97
Other Comprehensive Income, Net of Tax	179			346		915		1,006		269			388
Comprehensive Income	$	33,902		$	38,861	$	100,541	$	106,835	$	35,362		$	34,700

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

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Nine Months Ended September 30,						For the Three Months Ended March 31,
(Thousands of Dollars)	2017			2016			2018			2017

Operating Activities:
Net Income	$	99,626		$	105,829		$	35,093		$	34,312
Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
Depreciation	95,266			86,524			23,493			30,735
Deferred Income Taxes	43,217			74,522			43,021			11,290
Regulatory Over/(Under) Recoveries, Net	8,910			(4,289		)
Amortization of Regulatory (Liabilities)/Assets, Net	(10,658		)	14,490
Regulatory Overrecoveries, Net							129			3,507
Amortization of Regulatory Assets, Net							5,035			5,445
Other	(7,792		)	(12,660		)	(15,212		)	(4,405		)
Changes in Current Assets and Liabilities:
Receivables and Unbilled Revenues, Net	(30,276		)	(28,754		)	(80		)	1,149
Fuel, Materials, Supplies and Inventory	4,263			(4,014		)	4,854			(3,371		)
Taxes Receivable/Accrued, Net	10,749			33,589			(5,867		)	1,778
Accounts Payable	18,394			14,508			(18,760		)	5,475
Other Current Assets and Liabilities, Net	32,296			26,207			24,543			27,332
Net Cash Flows Provided by Operating Activities	263,995			305,952			96,249			113,247

Investing Activities:
Investments in Property, Plant and Equipment	(215,470		)	(215,804		)	(72,287		)	(75,327		)
Proceeds from the Sale of Generation Assets							130,641			—
Other Investing Activities	113			272			97			(145		)
Net Cash Flows Used in Investing Activities	(215,357		)	(215,532		)
Net Cash Flows Provided by/(Used in) Investing Activities							58,451			(75,472		)

Financing Activities:
Cash Dividends on Common Stock	(23,900		)	(58,200		)	(150,000		)	(18,500		)
Capital Contributions from Eversource Parent	—			94,500
Retirements of Long-Term Debt	(70,000		)	—
Increase/(Decrease) in Notes Payable to Eversource Parent	41,400			(123,800		)	8,400			(16,000		)
Other Financing Activities	(187		)	(217		)	(38		)	(112		)
Net Cash Flows Used in Financing Activities	(52,687		)	(87,717		)	(141,638		)	(34,612		)
Net (Decrease)/Increase in Cash	(4,049		)	2,703
Cash - Beginning of Period	4,646			1,733
Cash - End of Period	$	597		$	4,436
Net Increase in Cash and Restricted Cash							13,062			3,163
Cash and Restricted Cash - Beginning of Period							2,191			5,953
Cash and Restricted Cash - End of Period							$	15,253		$	9,116

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

~~WESTERN MASSACHUSETTS ELECTRIC COMPANY~~

~~CONDENSED BALANCE SHEETS~~

~~(Unaudited)~~

(Thousands of Dollars) As of September 30, 2017 As of December 31, 2016

ASSETS
Current Assets:
Receivables, Net $ 58,034
$ 54,940
Accounts Receivable from Affiliated Companies 23,440
14,425
Unbilled Revenues 15,000
15,329
Materials, Supplies and Inventory 6,221
8,618
Regulatory Assets 60,606
64,123
Prepayments and Other Current Assets 1,297
2,595
Total Current Assets 164,598
160,030

Property, Plant and Equipment, Net 1,769,566
1,678,262

Deferred Debits and Other Assets:
Regulatory Assets 121,796
127,291
Other Long-Term Assets 38,934
29,062
Total Deferred Debits and Other Assets 160,730
156,353

Total Assets $ 2,094,894
$ 1,994,645

LIABILITIES AND CAPITALIZATION
Current Liabilities:
Notes Payable to Eversource Parent $ 96,900
$ 51,000
Accounts Payable 58,518
56,036
Accounts Payable to Affiliated Companies 22,181
19,478
Obligations to Third Party Suppliers 9,736
10,508
Renewable Portfolio Standards Compliance Obligations 16,144
20,383
Regulatory Liabilities 10,236
14,888
Other Current Liabilities 13,020
14,984
Total Current Liabilities 226,735
187,277

Deferred Credits and Other Liabilities:

Accumulated Deferred Income Taxes 519,998
490,793
Regulatory Liabilities 22,726
17,227
Accrued Pension, SERP and PBOP 18,038
20,390
Other Long-Term Liabilities 45,831
41,308
Total Deferred Credits and Other Liabilities 606,593
569,718

Capitalization:

Long-Term Debt 566,172
566,536

Common Stockholder's Equity:

Common Stock 10,866
10,866
Capital Surplus, Paid In 444,398
444,398
Retained Earnings 242,157
218,212
Accumulated Other Comprehensive Loss (2,027 ) (2,362 )
Common Stockholder's Equity 695,394
671,114
Total Capitalization 1,261,566
1,237,650

Total Liabilities and Capitalization $ 2,094,894
$ 1,994,645

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

~~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) 2017 2016 2017 2016

Operating Revenues $ 126,335
$ 124,042
$ 377,214
$ 368,533

Operating Expenses:
Purchased Power and Transmission 34,828
32,178
109,553
104,406
Operations and Maintenance 21,528
24,125
65,769
68,018
Depreciation 12,546
11,567
36,844
34,414
Amortization of Regulatory Assets/(Liabilities), Net 286
1,102
(563 ) 3,305
Energy Efficiency Programs 10,996
12,389
29,739
33,593
Taxes Other Than Income Taxes 10,779
10,609
31,403
30,440
Total Operating Expenses 90,963
91,970
272,745
274,176
Operating Income 35,372
32,072
104,469
94,357
Interest Expense 6,321
6,222
18,752
18,298
Other Income, Net 1,060
179
1,409
133
Income Before Income Tax Expense 30,111
26,029
87,126
76,192
Income Tax Expense 12,504
10,018
34,680
30,089
Net Income $ 17,607
$ 16,011
$ 52,446
$ 46,103

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

~~CONDENSED STATEMENTS OF COMPREHENSIVE INCOME~~

~~(Unaudited)~~

For the Three Months Ended September 30, For the Nine Months Ended September 30,
(Thousands of Dollars) 2017 2016 2017 2016

Net Income $ 17,607
$ 16,011
$ 52,446
$ 46,103
Other Comprehensive Income, Net of Tax:

Qualified Cash Flow Hedging Instruments 109
109
328
328
Changes in Unrealized (Losses)/Gains on
Marketable Securities
(18 ) 9
7
22
Other Comprehensive Income, Net of Tax 91
118
335
350
Comprehensive Income $ 17,698
$ 16,129
$ 52,781
$ 46,453

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

~~WESTERN MASSACHUSETTS ELECTRIC COMPANY~~

~~CONDENSED STATEMENTS OF CASH FLOWS~~

~~(Unaudited)~~

For the Nine Months Ended September 30,
(Thousands of Dollars) 2017 2016

Operating Activities:
Net Income $ 52,446
$ 46,103
Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
Depreciation 36,844
34,414
Deferred Income Taxes 29,008
15,587
Regulatory Overrecoveries, Net 10,291
323
Amortization of Regulatory (Liabilities)/Assets, Net (563 ) 3,305
Other (10,182 ) (2,532 )
Changes in Current Assets and Liabilities:
Receivables and Unbilled Revenues, Net (16,818 ) 1,933
Taxes Receivable/Accrued, Net 4,203
36,658
Accounts Payable (5,777 ) (16,240 )
Other Current Assets and Liabilities, Net (7,482 ) 5,277
Net Cash Flows Provided by Operating Activities 91,970
124,828

Investing Activities:
Investments in Property, Plant and Equipment (109,233 ) (104,811 )
Proceeds from Sales of Marketable Securities 1,641
1,934
Purchases of Marketable Securities (1,590 ) (1,894 )
Net Cash Flows Used in Investing Activities (109,182 ) (104,771 )

Financing Activities:
Cash Dividends on Common Stock (28,500 ) (28,500 )
Capital Contributions from Eversource Parent —
53,000
Increase/(Decrease) in Notes Payable to Eversource Parent 45,900
(95,200 )
Issuance of Long-Term Debt —
50,000
Other Financing Activities (188 ) (191 )
Net Cash Flows Provided by/(Used in) Financing Activities 17,212
(20,891 )
Net Decrease in Cash —
(834 )
Cash - Beginning of Period —
834
Cash - End of Period $ —
$ —

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

EVERSOURCE ENERGY AND SUBSIDIARIES

THE CONNECTICUT LIGHT AND POWER COMPANY

NSTAR ELECTRIC COMPANY AND SUBSIDIARY

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY

~~WESTERN MASSACHUSETTS ELECTRIC COMPANY~~

COMBINED NOTES TO CONDENSED 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 financial statements.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Basis of Presentation

Eversource Energy is a public utility holding company primarily engaged, through its wholly-owned regulated utility subsidiaries, in the energy delivery business. Eversource Energy's wholly-owned regulated utility subsidiaries consist of CL&P, NSTAR Electric and PSNH ~~WMECO,~~(electric utilities), Yankee Gas and NSTAR ~~Gas.~~Gas (natural gas utilities) and Aquarion (water utilities). Eversource provides energy delivery and/or water service to approximately ~~3.7~~four million electric, ~~and~~ natural gas and water customers through ~~these six~~eight regulated utilities in Connecticut, Massachusetts and New Hampshire.

On ~~June 2,~~December 31, 2017, ~~Eversource announced that it had entered~~Western Massachusetts Electric Company ("WMECO") was merged into ~~an agreement to acquire Aquarion from Macquarie Infrastructure Partners~~NSTAR Electric. In accordance with accounting guidance on combinations between entities under common control, the net assets, results of operations and cash flows of WMECO are reflected in the NSTAR Electric financial statements. NSTAR Electric's financial statements for ~~$1.675 billion, consisting of approximately $880 million~~all prior periods presented in ~~cash and $795 million of assumed Aquarion debt. The transaction requires approval from PURA,~~this combined Quarterly Report on Form 10-Q have been retrospectively recast as if the ~~DPU,~~merger occurred on the NHPUC, the Maine PUC, and the Federal Communications Commission, and is also subject to a review under the Hart-Scott-Rodino Act. On June 29, 2017, Eversource and Aquarion filed joint applications with regulatory agencies in Connecticut, Massachusetts, New Hampshire and Maine requesting approvalfirst day of the transaction. With the exception of Massachusetts, all state and federal regulatory agency approvals have been received and the related review period has expired. The transaction is expected to close by December 31, 2017.earliest reporting period.

The unaudited condensed consolidated financial statements of Eversource, 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 Eversource, NSTAR Electric and PSNH and the unaudited condensed financial statements of CL&P ~~and WMECO~~ are herein collectively referred to as the "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 Combined Notes to Financial Statements included in Item 8, "Financial Statements and Supplementary Data," of the Eversource ~~2016~~2017 Form 10-K, which was filed with the ~~SEC.~~SEC on February 26, 2018. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The financial statements contain, in the opinion of management, all adjustments (including normal, recurring adjustments) necessary to present fairly Eversource's, CL&P's, NSTAR Electric's ~~PSNH's~~ and ~~WMECO's~~PSNH's financial position as of ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016,~~2017, and the results of operations, ~~and~~ comprehensive income ~~for the three~~ and ~~nine months ended September 30, 2017 and 2016, and the~~ cash flows for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2018 and ~~2016.~~2017. The results of operations, ~~and~~ comprehensive income ~~for the three~~ and ~~nine months ended September 30, 2017 and 2016 and the~~ cash flows for the ~~nine~~three months ended ~~September 30,~~March 31, 2018 and 2017 ~~and 2016~~ are not necessarily indicative of the results expected for a full year.

Eversource consolidates CYAPC and YAEC because CL&P's, NSTAR Electric's ~~PSNH's~~ and ~~WMECO's~~PSNH's combined ownership interest in each of these entities is greater than 50 percent. Intercompany transactions between CL&P, NSTAR Electric, PSNH and ~~WMECO and~~ the CYAPC and YAEC companies have been eliminated in consolidation of the Eversource financial statements.

Eversource's utility subsidiaries' electric and natural gas distribution (including generation assets), transmission and ~~transmission~~water distribution businesses are subject to rate-regulation that is based on cost recovery and meets the criteria for application of accounting guidance for entities with rate-regulated operations, which considers the effect of regulation on the differences in the timing of the recognition of certain revenues and expenses from those of other businesses and industries. See Note 2, "Regulatory Accounting," for further information.

Certain reclassifications of prior period data were made in the accompanying financial statements to conform to the current period presentation.

On December 22, 2017, the Tax Cuts and Jobs Act became law, which amended existing federal tax rules and included numerous provisions that impacted corporations. In particular, this act reduced the U.S. federal corporate income tax rate from 35 percent to 21 percent effective January 1, 2018. Our regulated companies have established a reserve in revenue to reflect the difference between the 35 percent federal corporate income tax rate included in rates charged to customers and the 21 percent federal income tax rate. Eversource, CL&P, NSTAR Electric and PSNH's effective tax rate has decreased, as compared to the prior period, as a result of incurring a lower federal income tax expense, which is reflected on the statements of income as of March 31, 2018. See Note 15, "Revenues," for further information on the amounts reserved in revenues.

B. Accounting Standards

Accounting Standards Issued but Not Yet Effective: In ~~May 2014,~~February 2016, the ~~Financial Accounting Standards Board ("FASB")~~FASB issued an Accounting Standards Update ("ASU") ~~2014-09,~~ ~~Revenue from Contracts with Customers~~, which amends existing revenue recognition guidance and is required to be applied retrospectively (either to each reporting period presented or cumulatively at the date of initial application). The Company will implement the standard in the first quarter of 2018 cumulatively at the date of initial application. Implementation of the ASU is not expected to have a material effect on the financial statements of Eversource, CL&P, NSTAR Electric, PSNH or WMECO.

~~In January 2016, the FASB issued ASU 2016-01,~~ ~~Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Liabilities~~, which is required to be implemented in the first quarter of 2018. The ASU will remove the available-for-sale designation for equity securities, whereby changes in fair value are recorded in accumulated other comprehensive income within shareholders' equity, and will require changes in fair value of all equity securities to be recorded in earnings beginning on January 1, 2018, with the unrealized gain or loss on available-for-sale equity securities as of that date reclassified to retained earnings as a cumulative effect of adoption. The fair value of available-for-sale equity securities subject to this guidance as of September 30, 2017 was approximately $51 million with an unrealized gain of $1.7 million. The remaining available-for-sale equity securities included in marketable securities on the balance sheet are held in nuclear decommissioning trusts and are subject to regulatory accounting treatment and will not be impacted by this guidance. Implementation of the ASU for other financial instruments is not expected to have a material impact on the financial statements of Eversource, CL&P, NSTAR Electric, PSNH or WMECO.

~~In February 2016, the FASB issued ASU~~ 2016-02, Leases, which changes existing lease accounting guidance and is required to be applied in the first quarter of 2019, with earlier application permitted. The ASU lease criteria are required to be applied to leases and lease renewals entered into effective January 1, ~~2019, and leases entered into before that date are required to be recognized and measured using a modified retrospective approach.~~2019. The Company ~~is reviewing~~will implement the ASU in the first quarter of 2019. The requirements of the ASU ~~2016-02, including~~include balance sheet recognition of leases previously deemed to be operating leases, and ~~expects to implement~~additional disclosure requirements. The Company is in the process of evaluating what impact the ASU ~~in the first quarter~~will have on its financial statements. As of ~~2019.~~December 31, 2017, Eversource’s total future undiscounted minimum rental payments, excluding executory costs, under long-term noncancelable operating and capital leases were less than $100 million.

InAccounting Standards Recently Adopted: On January 1, 2018, Eversource, CL&P, NSTAR Electric and PSNH adopted ASU 2014-09, Revenue from Contracts with Customers, which amended existing revenue recognition guidance, using the modified retrospective method (cumulatively at the date of initial application) applying it only to contracts that were not complete at January 1, 2018. Under this method of adoption, prior year reported results were not restated. Implementation of the ASU did not have a material effect on the results of operations, financial position or cash flows of Eversource, CL&P, NSTAR Electric or PSNH. See Note 15, "Revenues,"for further information.

The Company identified an item that was accounted for differently under the new revenue guidance, as compared to the previously existing guidance. As a result of applying guidance on the unit of account under the new standard, purchases of power from and sales of power to ISO-New England are now accounted for net by the hour, rather than net by the month. This change increased Operating Revenues and Purchased Power, Fuel and Transmission by $19 million for the three months ended March ~~2017,~~31, 2018, with no impact on net income.

On January 1, 2018, Eversource adopted ASU 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Liabilities. The ASU removed the ~~FASB issued~~available-for-sale designation for equity securities, whereby changes in fair value were previously recorded in accumulated other comprehensive income within shareholders' equity, and required changes in fair value of all equity securities to be recorded in earnings effective January 1, 2018. There was no cumulative effect of adoption. For the three months ended March 31, 2018, unrealized losses recorded in Other Income, Net were $0.7 million. For further information, see Note 5, "Marketable Securities," to the financial statements.

On January 1, 2018, Eversource, CL&P, NSTAR Electric and PSNH adopted ASU 2017-07, Compensation – Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost~~, required to be implemented in the first quarter of 2018.~~. The ASU ~~requires~~required separate presentation of service cost from other components of net pension and PBOP costs, with the other components presented as non-operating income and not subject to capitalization. The ASU ~~is required to be~~has been applied retrospectively for the separate presentation in the income statement of service costs and other components and prospectively in the balance sheet for the capitalization of only the service cost component. As of March 31, 2018, the non-service cost components of net pension, SERP and PBOP costs that were not capitalized in plant were recorded as an increase to regulatory liabilities of approximately $10 million, as these amounts continue to be included in rates. See Note 1F, "Summary of Significant Accounting Policies - Other Income, Net," to the financial statements for the portion of pension and PBOP costs that are presented as non-operating income for the three months ended March 31, 2018 and 2017. The ~~implementation of the ASU will not have an impact~~March 31, 2017 amounts, which were previously presented within Operations and Maintenance expense on the ~~net~~statements of income, oftotaled $8.0 million at Eversource, $0.5 million at CL&P, $5.0 million at NSTAR Electric and $1.6 million at PSNH, and have been retrospectively presented to Other Income, Net.

On January 1, 2018, Eversource, CL&P, NSTAR Electric and PSNH adopted two accounting standards relating to the statement of cash flows; ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments, and ASU 2016-18, Restricted Cash. As a result of implementing ASU 2016-15, dividends from equity method investments of $6.2 million and $4.8 million in the first quarter of 2018 and 2017, respectively, are presented in operating activities at Eversource, for which the 2017 amounts were previously classified in investing activities. ASU 2016-18 required that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash and restricted cash equivalents. Both standards were applied retrospectively, as required, and neither had a material impact on Eversource's, CL&P's, NSTAR Electric's or ~~WMECO.~~PSNH's statements of cash flows. See Note 1H, "Summary of Significant Accounting Policies - Supplemental Cash Flow Information," to the financial statements for a reconciliation of cash and cash equivalents as reported on the balance sheet to the statement of cash flows, which includes amounts described as restricted cash and restricted cash equivalents.

C. Northern Pass

Northern Pass is Eversource's planned 1,090 MW HVDC transmission line that will interconnect from the Québec-New Hampshire border to Franklin, New Hampshire and an associated alternating current radial transmission line between Franklin and Deerfield, New Hampshire. As of March 31, 2018, our capitalized Northern Pass project costs were approximately $289 million.

In March 2018, the Massachusetts EDCs terminated contract negotiations with and conditional selection of Northern Pass under the Massachusetts Clean Energy RFP, and the New Hampshire Site Evaluation Committee ("NHSEC") issued a written decision denying Northern Pass’ siting application. NPT reviewed the written decision and filed a motion for rehearing with the NHSEC on April 27, 2018. The NHSEC denial of Northern Pass' siting application caused us to review the recoverability of our Northern Pass project costs. In this recoverability review, we estimated undiscounted expected project cash flows and compared the result to our estimated project costs to determine whether the recorded amount is recoverable. Our undiscounted cash flows were substantially in excess of our estimated project costs. We completed this analysis and concluded that our project costs are recoverable based on our expectation that the Northern Pass project remains probable of being placed in service.

Consistent with Eversource’s and HQ’s long-term relationship to bring clean energy into New England, Eversource and HQ remain committed to Northern Pass and the many benefits this project will bring to our customers and the region. If as a result of future events and changes in circumstances a new recoverability review were to conclude that our project costs are not recoverable, then we would reduce Northern Pass' project costs to the estimated fair value, which could result in most of our $289 million of capitalized project costs being written off. Such a write off could have a material adverse effect on our financial position and results of operations.

D. Provision for Uncollectible Accounts

Eversource, including CL&P, NSTAR Electric ~~PSNH~~ and ~~WMECO,~~PSNH, presents its receivables at estimated net realizable value by maintaining a provision for uncollectible accounts. This provision is determined based upon a variety of judgments and factors, including the application of an estimated uncollectible percentage to each receivable aging category. The estimate is based upon historical collection and write-off experience and management's assessment of collectability from customers. Management continuously assesses the collectability of receivables and adjusts collectability estimates based on actual experience. Receivable balances are written off against the provision for uncollectible accounts when the customer accounts are terminated and these balances are deemed to be uncollectible.

The PURA allows CL&P and Yankee Gas to accelerate the recovery of accounts receivable balances attributable to qualified customers under financial or medical duress (uncollectible hardship accounts receivable) outstanding for greater than 180 days and 90 days, respectively. The DPU allows ~~WMECO~~NSTAR Electric and NSTAR Gas ~~also~~ to recover in rates, amounts associated with certain uncollectible hardship accounts receivable. ~~Certain of NSTAR Electric's~~These uncollectible hardship ~~accounts receivable are expected to be recovered in future rates, similar to WMECO and NSTAR Gas. These uncollectible~~ customer account balances are included in Regulatory Assets or Other Long-Term Assets on the balance sheets.

The total provision for both uncollectible accounts and for uncollectible hardship accounts ~~which~~(the uncollectible hardship balance is included in the total ~~provision,~~provision) is included in Receivables, Net on the balance sheets, and ~~was~~is as follows:


	Total Provision for Uncollectible Accounts				Uncollectible Hardship				Total Provision for Uncollectible Accounts				Uncollectible Hardship
(Millions of Dollars)	As of September 30, 2017		As of December 31, 2016		As of September 30, 2017		As of December 31, 2016		As of March 31, 2018		As of December 31, 2017		As of March 31, 2018		As of December 31, 2017
Eversource	$	196.8	$	200.6	$	126.3	$	119.9	$	207.7	$	195.7	$	123.7	$	122.5
CL&P	77.6		86.4		64.6		67.7		82.8		78.9		67.7		65.5
NSTAR Electric	55.7		54.8		32.3		26.2		72.6		69.7		38.5		40.3
PSNH	10.6		9.9		—		—		10.9		10.5		—		—
WMECO	17.0		15.5		11.3		9.9

D.In accordance with new revenue accounting guidance, bad debt expense associated with customers' accounts receivable included in Operations and Maintenance expense on the statements of income is presented as follows:



	For the Three Months Ended
(Millions of Dollars)	March 31, 2018		March 31, 2017
Eversource	$	19.6	$	15.9
CL&P	3.9		2.8
NSTAR Electric	7.5		6.5
PSNH	1.7		1.7

E. Fair Value Measurements

Fair value measurement guidance is applied to derivative contracts that are not elected or designated as "normal purchases" or "normal sales" ("normal") and to the marketable securities held in trusts. Fair value measurement guidance is also applied to valuations of the investments used to calculate the funded status of pension and PBOP plans, the nonrecurring fair value measurements of nonfinancial assets such as goodwill and AROs, and the estimated fair value of preferred stock and long-term debt.

Fair Value Hierarchy: In measuring fair value, Eversource uses observable market data when available in order to minimize the use of unobservable inputs. Inputs used in fair value measurements are categorized into three fair value hierarchy levels for disclosure purposes. The entire fair value measurement is categorized based on the lowest level of input that is significant to the fair value measurement. Eversource evaluates the classification of assets and liabilities measured at fair value on a quarterly basis, and Eversource'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 Eversource's fair value measurements are described in Note 4, "Derivative Instruments," Note 5, "Marketable Securities," and Note 10, "Fair Value of Financial Instruments," to the financial statements.

F. Other Income, Net

~~Items included within~~The components of Other Income, Net on the statements of income primarily consist of income/(loss) related to equity method investments, investment income/(loss), interest income and AFUDC related to equity funds. For the three and nine months ended September 30, 2017, Eversource had equity in earnings of $5.1 million and $23.0 million, respectively, related to its equity method investments. For the three and nine months ended September 30, 2016 Eversource had equity in earnings of $0.9 million and losses of $2.0 million, respectively, related to its equity method investments. 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.were as follows:



	For the Three Months Ended
	March 31, 2018									March 31, 2017
(Millions of Dollars)	Eversource		CL&P			NSTAR Electric		PSNH		Eversource		CL&P			NSTAR Electric		PSNH
Pension, SERP and PBOP Non-Service Income Components ⁽¹⁾	$	15.2	$	3.0		$	8.4	$	2.3	$	8.0	$	0.5		$	5.0	$	1.6
AFUDC Equity	9.7		2.8			3.4		—		6.7		2.0			1.9		—
Equity in Earnings	4.6		—			—		—		4.6		—			0.1		—
Investment Income/(Loss)	0.7		(0.1		)	0.6		—		0.7		(0.3		)	1.2		0.7
Interest Income	3.5		0.9			0.2		2.4		1.6		1.1			0.1		0.5
Other	0.1		—			—		—		—		—			—		—
Total Other Income, Net ⁽¹⁾	$	33.8	$	6.6		$	12.6	$	4.7	$	21.6	$	3.3		$	8.3	$	2.8

⁽¹⁾

As a result of the adoption of new accounting guidance, the non-service related components of pension, SERP and PBOP benefit costs are presented as non-operating income and recorded in Other Income, Net on the statements of income. The 2017 amounts, which were previously presented within Operations and Maintenance expense on the statements of income, have been retrospectively presented to Other Income, Net for the three months ended March 31, 2017. Eversource elected the practical expedient in the accounting guidance that allows the Company to use the amounts disclosed in its Pension Benefits and Postretirement Benefits Other Than Pension footnote for the prior period presentations as the estimation basis for applying the retrospective presentation requirements.

G. Other Taxes

~~Gross~~Eversource's companies that serve customers in Connecticut collect 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 separately with collections in Operating Revenues and with 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, 2017		September 30, 2016		September 30, 2017		September 30, 2016		March 31, 2018		March 31, 2017
Eversource	$	40.3	$	45.1	$	118.2	$	124.8	$	43.4	$	42.2
CL&P	37.8		42.6		103.5		112.2		35.6		33.9

As agents for state and local governments, Eversource's companies that serve customers in Connecticut and Massachusetts collect certain sales taxes that are recorded on a net basis with no impact on the statements of income.

G.Separately from the amounts above are $12.7 million of expense recorded as Taxes Other than Income Taxes in the first quarter of 2018 related to the future remittance of energy efficiency funds collected from customers in Operating Revenues to the State of Connecticut. These amounts are shown separately with collections in Operating Revenues and expenses in Taxes Other than Income Taxes on the Eversource and CL&P statements of income.

H. Supplemental Cash Flow Information

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


(Millions of Dollars)	As of September 30, 2017		As of September 30, 2016		As of March 31, 2018		As of March 31, 2017
Eversource	$	307.7	$	203.6	$	274.4	$	220.5
CL&P	113.4		64.5		117.7		104.2
NSTAR Electric	55.4		39.4		59.5		49.4
PSNH	39.6		31.0		36.0		28.7
WMECO	37.1		17.6

The following table reconciles cash and cash equivalents as reported on the balance sheets to the cash, cash equivalents, and restricted cash as reported on the statements of cash flows:



	As of March 31, 2018								As of December 31, 2017
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
Cash and Cash Equivalents as reported on the Balance Sheets	$	303.8	$	240.2	$	9.5	$	2.9	$	38.2	$	6.0	$	1.8	$	0.9
Restricted cash included in:
Prepayments and Other Current Assets	35.5		3.1		12.9		11.6		24.4		3.1		12.8		0.5
Marketable Securities	23.3		0.5		0.1		0.8		23.3		0.5		0.1		0.8
Cash, Cash Equivalents, and Restricted Cash reported on the Statements of Cash Flows	$	362.6	$	243.8	$	22.5	$	15.3	$	85.9	$	9.6	$	14.7	$	2.2

Restricted cash included in Prepayments and Other Current Assets, shown above, primarily represents required ISO-NE cash deposits. Restricted cash included in Marketable Securities, shown above, represents money market funds held in trusts to fund certain non-qualified executive benefits and restricted trusts to fund CYAPC and YAEC's spent nuclear fuel removal obligations of their nuclear fuel storage facilities.

2. REGULATORY ACCOUNTING

Eversource's ~~Regulated~~utility companies are subject to rate regulation that is based on cost recovery and meets the criteria for application of accounting guidance for rate-regulated operations, which considers the effect of regulation on the timing of the recognition of certain revenues and expenses. The ~~Regulated~~regulated companies' financial statements reflect the effects of the rate-making process. The rates charged to the customers of Eversource's ~~Regulated~~regulated companies are designed to collect each company's costs to provide service, including a return on investment.

Management believes it is probable that each of the ~~Regulated~~regulated companies will recover its 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~~regulated companies' operations, or if 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 were as follows:


Eversource	As of September 30, 2017		As of December 31, 2016		As of March 31, 2018		As of December 31, 2017
(Millions of Dollars)
Benefit Costs	$	1,793.8	$	1,817.8	$	2,033.5	$	2,068.8
Income Taxes, Net					727.1		768.9
Deferred Costs from Generation Asset Sale					539.6		516.1
Storm Restoration Costs					544.4		404.8
Regulatory Tracker Mechanisms					461.1		509.9
Derivative Liabilities	385.1		423.3		388.0		367.2
Income Taxes, Net	652.7		644.5
Storm Restoration Costs	330.1		385.3
Goodwill-related	449.0		464.4		361.0		365.2
Regulatory Tracker Mechanisms	470.7		576.6
Asset Retirement Obligations	104.8		99.3		88.9		101.0
Other Regulatory Assets	65.8		115.1		195.1		137.4
Total Regulatory Assets	4,252.0		4,526.3		5,338.7		5,239.3
Less: Current Portion	746.1		887.6		683.2		741.9
Total Long-Term Regulatory Assets	$	3,505.9	$	3,638.7	$	4,655.5	$	4,497.4


	As of September 30, 2017								As of December 31, 2016								As of March 31, 2018						As of December 31, 2017
(Millions of Dollars)	CL&P		NSTAR Electric		PSNH		WMECO		CL&P		NSTAR Electric		PSNH		WMECO		CL&P		NSTAR Electric		PSNH		CL&P		NSTAR Electric		PSNH
Benefit Costs	$	415.8	$	436.7	$	183.2	$	84.8	$	429.3	$	438.6	$	184.2	$	86.7	$	460.6	$	549.9	$	208.6	$	469.2	$	560.7	$	212.3
Income Taxes, Net																	451.8		115.6		20.5		453.8		113.2		21.7
Deferred Costs from Generation Asset Sale																	—		—		539.6		—		—		516.1
Storm Restoration Costs																	254.4		246.4		43.6		216.7		146.6		41.5
Regulatory Tracker Mechanisms																	118.0		221.4		107.7		85.3		273.0		116.4
Derivative Liabilities	381.6		2.4		—		—		420.5		2.8		—		—		386.5		—		—		362.3		—		—
Income Taxes, Net	441.1		92.4		22.3		30.5		437.0		89.7		24.2		30.8
Storm Restoration Costs	195.7		112.4		9.2		12.8		239.8		112.5		17.1		15.9
Goodwill-related	—		385.5		—		—		—		398.7		—		—		—		310.0		—		—		313.6		—
Regulatory Tracker Mechanisms	87.9		201.1		108.0		44.4		123.9		257.3		104.5		46.7
Asset Retirement Obligations	35.1		33.9		16.8		4.5		33.2		31.9		16.2		4.2		30.8		39.8		3.4		30.3		39.0		17.0
Other Regulatory Assets	30.0		15.5		17.6		5.4		43.4		15.6		16.5		7.1		27.2		81.2		15.3		27.6		78.4		15.8
Total Regulatory Assets	1,587.2		1,279.9		357.1		182.4		1,727.1		1,347.1		362.7		191.4		1,729.3		1,564.3		938.7		1,645.2		1,524.5		940.8
Less: Current Portion	275.0		230.6		112.5		60.6		335.5		289.4		117.2		64.1		229.7		277.0		122.5		200.3		333.9		130.1
Total Long-Term Regulatory Assets	$	1,312.2	$	1,049.3	$	244.6	$	121.8	$	1,391.6	$	1,057.7	$	245.5	$	127.3	$	1,499.6	$	1,287.3	$	816.2	$	1,444.9	$	1,190.6	$	810.7

Regulatory Costs in ~~Other~~ Long-Term Assets: Eversource's ~~Regulated~~regulated companies had ~~$108.7~~$123.3 million (including ~~$3.9~~$21.4 million for CL&P, ~~$42.3~~$43.6 million for NSTAR Electric ~~$18.5~~and $38.7 million for ~~PSNH,~~PSNH) and ~~$25.7 million for WMECO) and $86.3~~$105.8 million (including ~~$5.9~~$18.2 million for CL&P, ~~$35.0~~$42.7 million for NSTAR Electric ~~$8.2~~and $27.2 million for ~~PSNH, and $20.1 million for WMECO)~~PSNH) of additional regulatory costs as of ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016,~~2017, respectively, that were included in ~~Other Long-Term Assets~~long-term assets on the balance sheets. These amounts represent incurred costs for which recovery has not yet been specifically approved by the applicable regulatory agency. However, based on regulatory policies or past precedent on similar costs, management believes it is probable that these costs will ultimately be approved and recovered from customers in rates.

Storms: In March 2018, several significant storms caused extensive damage to our electric distribution systems and significant customer outages across all three states. A storm must meet certain criteria to qualify as a major storm with the criteria specific to each state jurisdiction and utility company. Once a storm qualifies as a major storm, all qualifying expenses incurred during storm restoration efforts are deferred and recovered from customers. Costs for storms that do not meet this criteria are not separately recoverable from customers and are expensed as incurred. These March 2018 storms resulted in deferred storm restoration costs of approximately $156 million ($52 million for CL&P, $100 million for NSTAR Electric, and $4 million for PSNH). Management believes the storm restoration costs were prudent and meet the criteria for specific cost recovery in Connecticut, Massachusetts and New Hampshire, and that recovery from customers is probable through the applicable regulatory recovery process.

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


Eversource	As of September 30, 2017		As of December 31, 2016		As of March 31, 2018		As of December 31, 2017
(Millions of Dollars)	As of September 30, 2017		As of December 31, 2016		As of March 31, 2018		As of December 31, 2017
Excess ADIT due to Tax Cuts and Jobs Act					$	2,895.9	$	2,882.0
Cost of Removal	$	470.3	$	459.7	522.8		502.1
Benefit Costs	125.5		136.2		128.0		132.3
Regulatory Tracker Mechanisms	175.8		145.3		216.8		136.7
AFUDC - Transmission	65.4		65.8		67.6		67.1
Revenue Subject to Refund ⁽¹⁾					26.0		—
Other Regulatory Liabilities	33.4		42.1		52.6		45.2
Total Regulatory Liabilities	870.4		849.1		3,909.7		3,765.4
Less: Current Portion	170.2		146.8		206.0		128.1
Total Long-Term Regulatory Liabilities	$	700.2	$	702.3	$	3,703.7	$	3,637.3


	As of September 30, 2017								As of December 31, 2016								As of March 31, 2018						As of December 31, 2017
(Millions of Dollars)	CL&P		NSTAR Electric		PSNH		WMECO		CL&P		NSTAR Electric		PSNH		WMECO		CL&P		NSTAR Electric		PSNH		CL&P		NSTAR Electric		PSNH
Excess ADIT due to Tax Cuts and Jobs Act																	$	1,031.6	$	1,091.1	$	405.1	$	1,031.6	$	1,087.9	$	405.1
Cost of Removal	$	40.5	$	278.8	$	40.5	$	11.7	$	38.8	$	271.6	$	44.1	$	8.6	34.4		298.5		39.0		23.2		293.8		37.9
Benefit Costs	—		106.0		—		—		—		113.1		—		—		—		109.0		—		—		112.6		—
Regulatory Tracker Mechanisms	57.1		65.5		5.6		12.7		37.2		63.7		10.7		14.7		55.9		89.2		15.1		34.6		77.8		5.0
AFUDC - Transmission	49.2		7.7		—		8.5		50.2		6.9		—		8.7		48.5		19.1		—		48.8		18.3		—
Revenue Subject to Refund ⁽¹⁾																	12.5		3.7		3.1		—		—		—
Other Regulatory Liabilities	21.3		0.4		2.6		—		21.0		0.2		2.7		0.1		20.4		8.7		2.9		12.9		3.7		2.7
Total Regulatory Liabilities	168.1		458.4		48.7		32.9		147.2		455.5		57.5		32.1		1,203.3		1,619.3		465.2		1,151.1		1,594.1		450.7
Less: Current Portion	69.3		65.5		7.9		10.2		47.1		63.7		12.7		14.9		66.9		89.2		15.6		39.0		79.6		6.3
Total Long-Term Regulatory Liabilities	$	98.8	$	392.9	$	40.8	$	22.7	$	100.1	$	391.8	$	44.8	$	17.2	$	1,136.4	$	1,530.1	$	449.6	$	1,112.1	$	1,514.5	$	444.4

(1)

The regulatory liability balance represents a reserve established to reflect the difference between the 35 percent federal corporate income tax rate included in rates charged to customers and the 21 percent federal income tax rate, effective January 1, 2018 as a result of the Tax Cuts and Jobs Act. Effective February 1, 2018, NSTAR Electric's base rates charged to customers have been adjusted to reflect the new federal income tax rate.

3. PROPERTY, PLANT AND EQUIPMENT AND ACCUMULATED DEPRECIATION

The following tables summarize property, plant and equipment by asset category:

Eversource As of September 30, 2017 As of December 31, 2016
(Millions of Dollars)
Distribution - Electric $ 14,217.3
$ 13,716.9
Distribution - Natural Gas 3,158.1
3,010.4
Transmission - Electric 8,918.2
8,517.4
Generation 1,215.8
1,224.2
Electric and Natural Gas Utility 27,509.4
26,468.9
Other ⁽¹⁾
679.9
591.6
Property, Plant and Equipment, Gross 28,189.3
27,060.5
Less: Accumulated Depreciation
Electric and Natural Gas Utility (6,838.5 ) (6,480.4 )
Other (274.4 ) (242.0 )
Total Accumulated Depreciation (7,112.9 ) (6,722.4 )
Property, Plant and Equipment, Net 21,076.4
20,338.1
Construction Work in Progress ⁽²⁾
1,460.9
1,012.4
Total Property, Plant and Equipment, Net $ 22,537.3
$ 21,350.5

⁽¹⁾ ~~These assets are primarily comprised of building improvements, computer software, hardware and equipment at Eversource Service.~~

⁽²⁾ ~~As of September 30, 2017, the total CWIP related to NPT was approximately $201 million.~~



Eversource	As of March 31, 2018			As of December 31, 2017
(Millions of Dollars)	As of March 31, 2018			As of December 31, 2017
Distribution - Electric	$	14,511.0		$	14,410.5
Distribution - Natural Gas	3,273.2			3,244.2
Transmission - Electric	9,420.9			9,270.9
Distribution - Water	1,556.4			1,558.4
Generation and Solar ⁽¹⁾	36.2			36.2
Utility	28,797.7			28,520.2
Other ⁽²⁾	698.4			693.7
Property, Plant and Equipment, Gross	29,496.1			29,213.9
Less: Accumulated Depreciation
Utility	(6,927.5		)	(6,846.9		)
Other	(300.0		)	(286.9		)
Total Accumulated Depreciation	(7,227.5		)	(7,133.8		)
Property, Plant and Equipment, Net	22,268.6			22,080.1
Construction Work in Progress	1,690.1			1,537.4
Total Property, Plant and Equipment, Net	$	23,958.7		$	23,617.5


	As of September 30, 2017												As of December 31, 2016												As of March 31, 2018									As of December 31, 2017
(Millions of Dollars)	CL&P			NSTAR Electric			PSNH			WMECO			CL&P			NSTAR Electric			PSNH			WMECO			CL&P			NSTAR Electric			PSNH			CL&P			NSTAR Electric			PSNH
Distribution	$	5,797.6		$	5,543.1		$	2,048.8		$	868.1		$	5,562.9		$	5,402.3		$	1,949.8		$	841.9		$	5,939.9		$	6,532.5		$	2,078.9		$	5,888.3		$	6,479.0		$	2,083.4
Transmission	4,061.2			2,545.0			1,115.7			1,147.9			3,912.9			2,435.8			1,059.3			1,061.1			4,322.6			3,842.7			1,207.1			4,239.9			3,821.2			1,161.3
Generation	—			—			1,179.8			36.0			—			—			1,188.2			36.0
Generation and Solar ⁽¹⁾																									—			36.2			—			—			36.2			—
Property, Plant and Equipment, Gross	9,858.8			8,088.1			4,344.3			2,052.0			9,475.8			7,838.1			4,197.3			1,939.0			10,262.5			10,411.4			3,286.0			10,128.2			10,336.4			3,244.7
Less: Accumulated Depreciation	(2,207.0		)	(2,143.8		)	(1,315.7		)	(356.5		)	(2,082.4		)	(2,025.4		)	(1,254.7		)	(338.8		)	(2,274.4		)	(2,599.3		)	(734.9		)	(2,239.0		)	(2,550.2		)	(751.8		)
Property, Plant and Equipment, Net	7,651.8			5,944.3			3,028.6			1,695.5			7,393.4			5,812.7			2,942.6			1,600.2			7,988.1			7,812.1			2,551.1			7,889.2			7,786.2			2,492.9
Construction Work in Progress	456.2			324.4			139.3			74.1			239.0			239.1			96.7			78.1			418.5			511.7			142.9			381.8			460.3			149.4
Total Property, Plant and Equipment, Net	$	8,108.0		$	6,268.7		$	3,167.9		$	1,769.6		$	7,632.4		$	6,051.8		$	3,039.3		$	1,678.3		$	8,406.6		$	8,323.8		$	2,694.0		$	8,271.0		$	8,246.5		$	2,642.3

⁽¹⁾

On January 10, 2018, PSNH completed the sale of its thermal generation assets, pursuant to an agreement dated October 11, 2017. PSNH expects to complete the sale of its hydroelectric generation assets, pursuant to the agreement dated October 11, 2017, in the second quarter of 2018. As of March 31, 2018 and December 31, 2017, PSNH has classified its generation assets as held for sale. See Note 9, "Assets Held for Sale," for further information.


⁽²⁾	These assets are primarily comprised of building improvements, computer software, hardware and equipment at Eversource Service.

4. DERIVATIVE INSTRUMENTS

The ~~Regulated~~electric and natural gas companies purchase and procure energy and energy-related products, which are subject to price volatility, for their customers. The costs associated with supplying energy to customers are recoverable from customers in future rates. ~~The Regulated~~These regulated companies manage the risks associated with the price volatility of energy and energy-related products through the use of derivative and non-derivative contracts.

Many of the derivative contracts meet the definition of, and are designated as, normal and qualify for accrual accounting under the applicable accounting guidance. The costs and benefits of derivative contracts that meet the definition of normal are recognized in Operating Expenses ~~or Operating Revenues~~ on the statements of income, as applicable, as electricity or natural gas is delivered.

Derivative contracts that are not designated as normal are recorded at fair value as current or long-term Derivative Assets or Derivative Liabilities on the balance sheets. For the ~~Regulated~~electric and natural gas companies, regulatory assets or regulatory liabilities are recorded to offset the fair values of derivatives, as contract settlement amounts are recovered from, or refunded to, customers in their respective energy supply rates.

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. The following table presents the gross fair values of contracts, categorized by risk type, and the net amounts recorded as current or long-term derivative assets or liabilities:


	As of September 30, 2017									As of December 31, 2016										As of March 31, 2018									As of December 31, 2017
(Millions of Dollars)	Commodity Supply and Price Risk Management			Netting ⁽¹⁾			Net Amount Recorded as a Derivative			Commodity Supply and Price Risk Management			Netting ⁽¹⁾			Net Amount Recorded as a Derivative			Fair Value Hierarchy	Commodity Supply and Price Risk Management			Netting ⁽¹⁾			Net Amount Recorded as a Derivative			Commodity Supply and Price Risk Management			Netting ⁽¹⁾			Net Amount Recorded as a Derivative
Current Derivative Assets:
Level 2:
Eversource	$	—		$	—		$	—		$	6.0		$	—		$	6.0
Level 3:
CL&P	10.4			(7.7		)	2.7			13.9			(9.4		)	4.5			Level 3	$	8.5		$	(6.5	)	$	2.0		$	9.5		$	(7.1	)	$	2.4
Long-Term Derivative Assets:
Level 2:
Eversource	$	—		$	—		$	—		$	0.3		$	(0.1	)	$	0.2
Level 3:
CL&P	74.3			(6.9		)	67.4			77.3			(11.7		)	65.6			Level 3	80.2			(4.1		)	76.1			71.9			(5.3		)	66.6
Current Derivative Liabilities:
Level 2:
Eversource	$	(1.5	)	$	0.4		$	(1.1	)	$	—		$	—		$	—
Level 3:
Eversource	(62.2		)	—			(62.2		)	(79.7		)	—			(79.7		)	Level 2	(1.3		)	0.2			(1.1		)	(4.5		)	—			(4.5		)
CL&P	(59.9		)	—			(59.9		)	(77.8		)	—			(77.8		)	Level 3	(49.6		)	—			(49.6		)	(54.4		)	—			(54.4		)
NSTAR Electric	(2.3		)	—			(2.3		)	(1.9		)	—			(1.9		)
Long-Term Derivative Liabilities:
Level 3:
Eversource	$	(391.9	)	$	—		$	(391.9	)	$	(413.7	)	$	—		$	(413.7	)	Level 2	(0.4		)	—			(0.4		)	(0.4		)	—			(0.4		)
CL&P	(391.8		)	—			(391.8		)	(412.8		)	—			(412.8		)	Level 3	(415.0		)	—			(415.0		)	(376.9		)	—			(376.9		)
NSTAR Electric	(0.1		)	—			(0.1		)	(0.9		)	—			(0.9		)


⁽¹⁾	Amounts represent derivative assets and liabilities that Eversource 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.

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

Derivative Contracts at Fair Value with Offsetting Regulatory Amounts

Commodity Supply and Price Risk Management: As required by regulation, CL&P, along with UI, has capacity-related contracts with generation facilities. CL&P has a sharing agreement with UI, with 80 percent of the costs or benefits of each contract borne by or allocated to CL&P and 20 percent borne by or allocated to UI. The combined capacity of these contracts is 787 MW. The capacity contracts extend through 2026 and obligate both CL&P and UI to make or receive payments on a monthly basis to or from the generation facilities based on the difference between a set capacity price and the capacity market price received in the ISO-NE capacity markets. In addition, CL&P has a contract to purchase 0.1 million MWh of energy per year through 2020.

~~NSTAR Electric has a renewable energy contract to purchase 0.1 million MWh of energy per year through 2018 and a capacity-related contract to purchase up to 35 MW per year through 2019.~~

As of ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016,~~2017, Eversource had New York Mercantile Exchange ("NYMEX") financial contracts for natural gas futures in order to reduce variability associated with the purchase price of ~~approximately 10.4~~5.9 million and ~~9.2~~9.5 million MMBtu of natural gas, respectively.

For the three months ended ~~September 30,~~March 31, 2018 and 2017, ~~and 2016,~~ there were ~~gains~~losses of ~~$0.6~~$36.1 million and ~~losses of $53.4~~$26.5 million, respectively, deferred as regulatory costs, which reflect the change in fair value associated with Eversource's derivative contracts. ~~For the nine months ended September 30, 2017 and 2016, these losses were $30.3 million and $127.8 million, respectively.~~

Fair Value Measurements of Derivative Instruments

Derivative contracts classified as Level 2 in the fair value hierarchy relate to the financial contracts for natural gas futures. Prices are obtained from broker quotes and are based on actual market activity. The contracts are valued using NYMEX natural gas prices. Valuations of these contracts also incorporate discount rates using the yield curve approach.

The fair value of derivative contracts classified as Level 3 utilizes significant unobservable inputs. The fair value is modeled using income techniques, such as discounted cash flow valuations adjusted for assumptions ~~relating~~related to exit price. Significant observable inputs for valuations of these contracts include energy and energy-related product prices in future years for which quoted prices in an active market exist. Fair value measurements categorized in Level 3 of the fair value hierarchy are prepared by individuals with expertise in valuation techniques, pricing of energy and energy-related products, and accounting requirements. The future power and capacity prices for periods that are not quoted in an active market or established at auction are based on available market data and are escalated based on estimates of inflation in order to address the full term of the contract.

Valuations of derivative contracts using a discounted cash flow methodology include assumptions regarding the timing and likelihood of scheduled payments and also reflect non-performance risk, including credit, using the default probability approach based on the counterparty's credit rating for assets and the Company's credit rating for liabilities. Valuations incorporate estimates of premiums or 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 ~~Eversource's, including~~ CL&P's ~~and NSTAR Electric'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 September 30, 2017 As of December 31, 2016
Range Period Covered Range Period Covered
Capacity Prices:
CL&P $ 5.00
— 8.70
per kW-Month 2021 - 2026 $ 5.50
— 8.70
per kW-Month 2020 - 2026
Forward Reserve:
CL&P $ 1.00
— 2.00
per kW-Month 2017 - 2024 $ 1.40
— 2.00
per kW-Month 2017 - 2024
REC Prices:
NSTAR Electric $ 15.75
— 22.00 per REC 2017 - 2018 $ 24.00
— 29.00 per REC 2017 - 2018



	As of March 31, 2018						As of December 31, 2017
CL&P	Range					Period Covered	Range					Period Covered
Capacity Prices	$	4.30	—	5.99	per kW-Month	2021 - 2026	$	5.00	—	8.70	per kW-Month	2021 - 2026
Forward Reserve	$	0.95	—	1.00	per kW-Month	2018 - 2024	$	1.00	—	2.00	per kW-Month	2018 - 2024

Exit price premiums of 13 percent through 1816 percent are also applied onto these contracts and reflect the uncertainty and illiquidity premiums that would be required based on the most recent market activity available for similar type contracts.

Significant increases or decreases in future energy or capacity prices in isolation would decrease or increase, respectively, the fair value of the derivative liability. Any increases in risk premiums would increase the fair value of the derivative liability. Changes in these fair values are recorded as a regulatory asset or liability and do not impact net income.

Valuations using significant unobservable inputs: The following table presents changes 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 September 30,
	2017									2016
(Millions of Dollars)	Eversource			CL&P			NSTAR Electric			Eversource			CL&P			NSTAR Electric
Derivatives, Net:
Fair Value as of Beginning of Period	$	(397.1	)	$	(394.8	)	$	(2.3	)	$	(412.6	)	$	(411.3	)	$	(1.3	)
Net Realized/Unrealized Gains/Losses Included in Regulatory Assets and Liabilities	0.5			(0.7		)	1.2			(52.3		)	(49.8		)	(2.5		)
Settlements	12.6			13.9			(1.3		)	21.2			20.1			1.1
Fair Value as of End of Period	$	(384.0	)	$	(381.6	)	$	(2.4	)	$	(443.7	)	$	(441.0	)	$	(2.7	)

	For the Nine Months Ended September 30,
	2017									2016
CL&P																			For the Three Months Ended March 31,
(Millions of Dollars)	Eversource			CL&P			NSTAR Electric			Eversource			CL&P			NSTAR Electric			2018			2017
Derivatives, Net:
Fair Value as of Beginning of Period	$	(423.3	)	$	(420.5	)	$	(2.8	)	$	(380.9	)	$	(380.8	)	$	(0.1	)	$	(362.3	)	$	(420.5	)
Net Realized/Unrealized Losses Included in Regulatory Assets and Liabilities	(17.9		)	(15.9		)	(2.0		)	(128.9		)	(122.0		)	(6.9		)	(36.9		)	(14.6		)
Settlements	57.2			54.8			2.4			66.1			61.8			4.3			12.7			21.6
Fair Value as of End of Period	$	(384.0	)	$	(381.6	)	$	(2.4	)	$	(443.7	)	$	(441.0	)	$	(2.7	)	$	(386.5	)	$	(413.5	)

5. MARKETABLE SECURITIES

Eversource maintains trusts that hold marketable securities to fund certain non-qualified executive benefits. These trusts are not subject to regulatory oversight by state or federal agencies. CYAPC and YAEC maintain legally restricted trusts, each of which holds marketable securities, to fund the spent nuclear fuel removal obligations of their nuclear fuel storage facilities.

~~Trading~~Equity Securities: ~~Eversource has elected to record certain~~In accordance with new accounting guidance, unrealized gains and losses on the equity securities ~~as trading securities, with the changes~~held in ~~fair values~~Eversource's non-qualified executive benefit trust are recorded in Other Income, Net on the statements of income. AsThe fair value of equity securities subject to this guidance as of March 31, 2018 and December 31, ~~2016, these securities were classified as Level 1 in the fair value hierarchy and totaled $9.6~~2017 was approximately $50 million. ~~These securities were sold during the first quarter of 2017 and were no longer held as of September 30, 2017.~~ For the three ~~and nine~~ months ended ~~September 30, 2016, net gains on these securities~~March 31, 2018, there were unrealized losses of ~~$0.1~~$0.7 million ~~and $0.6 million, respectively, were~~ recorded in Other Income, Net ~~on the statements of income. Dividend income is recorded in Other Income, Net when dividends are declared.~~ related to these equity securities.

~~Available-for-Sale Securities:~~ ~~The following is a summary of available-for-sale securities, which are recorded at fair value and are included in current and long-term Marketable Securities on the balance sheets.~~

As of September 30, 2017 As of December 31, 2016
Eversource
(Millions of Dollars)
Amortized Cost
Pre-Tax
Unrealized Gains

Pre-Tax
Unrealized
Losses
Fair Value Amortized Cost
Pre-Tax
Unrealized Gains

Pre-Tax
Unrealized
Losses
Fair Value
Debt Securities $ 286.5
$ 5.5
$ (0.5 ) $ 291.5
$ 296.2
$ 1.1
$ (2.1 ) $ 295.2
Equity Securities 210.7
81.5
—
292.2
203.3
62.3
(1.2 ) 264.4

Eversource's ~~debt and~~ equity securities also include CYAPC's and YAEC's marketable securities held in nuclear decommissioning trusts, ~~in the amounts~~which had fair values of ~~$489.1~~$267.3 million and ~~$466.7~~$263.8 million as of ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016,~~2017, respectively. Unrealized gains and losses for these nuclear decommissioning trusts are subject to regulatory accounting treatment and are recorded in Marketable Securities with the corresponding offset to Other Long-Term Liabilities on the balance sheets, with no impact on the statements of income.

Available-for-Sale Debt Securities: The following is a summary of the available-for-sale debt securities, which are recorded at fair value and are included in current and long-term Marketable Securities on the balance sheets.



	As of March 31, 2018									As of December 31, 2017
Eversource (Millions of Dollars)	Amortized Cost		Pre-Tax Unrealized Gains		Pre-Tax Unrealized Losses			Fair Value		Amortized Cost		Pre-Tax Unrealized Gains		Pre-Tax Unrealized Losses			Fair Value
Debt Securities	$	282.1	$	0.8	$	(3.3	)	$	279.6	$	284.9	$	3.2	$	(1.1	)	$	287.0

Eversource's debt securities include CYAPC's and YAEC's marketable securities held in nuclear decommissioning trusts in the amounts of $235.7 million and $242.3 million as of March 31, 2018 and December 31, 2017, respectively.

Unrealized ~~Losses~~gains and ~~Other-than-Temporary Impairment:~~losses on available-for-sale debt securities held in Eversource's non-qualified benefit trust are recorded in Accumulated Other Comprehensive Income. There have been no significant unrealized losses, other-than-temporary impairments or credit losses for the three ~~and nine~~ months ended ~~September 30, 2017 and 2016.~~March 31, 2018 or 2017. 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.

As of March 31, 2018, the contractual maturities of available-for-sale debt securities were as follows:



Eversource (Millions of Dollars)	Amortized Cost		Fair Value
Less than one year⁽¹⁾	$	36.0	$	35.9
One to five years	44.6		45.1
Six to ten years	63.9		63.3
Greater than ten years	137.6		135.3
Total Debt Securities	$	282.1	$	279.6


⁽¹⁾	Amounts in the Less than one year 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.

Realized Gains and Losses: Realized gains and losses ~~on available-for-sale securities~~ are recorded in Other Income, Net for Eversource's non-qualified benefit trust and are offset in Other Long-Term Liabilities for CYAPC and YAEC. Eversource utilizes the specific identification basis method for the Eversource non-qualified benefit trust, and the average cost basis method for the CYAPC and YAEC nuclear decommissioning trusts to compute the realized gains and losses on the sale of ~~available-for-sale~~marketable securities.

~~Contractual Maturities: As of September 30, 2017, the contractual maturities of available-for-sale debt securities were as follows:~~

Eversource
(Millions of Dollars)
Amortized Cost Fair Value
Less than one year⁽¹⁾
$ 40.2
$ 40.2
One to five years 56.7
57.6
Six to ten years 52.6
54.1
Greater than ten years 137.0
139.6
Total Debt Securities $ 286.5
$ 291.5


⁽¹⁾	Amounts in the Less than one year 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:


Eversource (Millions of Dollars)	As of September 30, 2017		As of December 31, 2016		As of March 31, 2018		As of December 31, 2017
Level 1:
Mutual Funds and Equities	$	292.2	$	274.0	$	317.3	$	313.8
Money Market Funds	21.8		54.8		23.3		23.3
Total Level 1	$	314.0	$	328.8	$	340.6	$	337.1
Level 2:
U.S. Government Issued Debt Securities (Agency and Treasury)	$	69.0	$	63.0	$	68.0	$	70.2
Corporate Debt Securities	56.1		41.1		43.7		50.9
Asset-Backed Debt Securities	20.4		18.5		20.7		21.2
Municipal Bonds	113.6		107.5		114.3		110.7
Other Fixed Income Securities	10.6		10.3		9.6		10.7
Total Level 2	$	269.7	$	240.4	$	256.3	$	263.7
Total Marketable Securities	$	583.7	$	569.2	$	596.9	$	600.8

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~~instruments 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.

6. SHORT-TERM AND LONG-TERM DEBT

Commercial Paper Programs and Credit Agreements: Eversource parent has a $1.45 billion commercial paper program allowing Eversource parent to issue commercial paper as a form of short-term debt. As of September 30, 2017 and December 31, 2016, Eversource parent had $917.0 million and approximately $1.0 billion, respectively, in short-term borrowings outstanding under the Eversource parent commercial paper program, leaving $533.0 million and $428.0 million of available borrowing capacity as of September 30, 2017 and December 31, 2016, respectively. The weighted-average interest rate on these borrowings as of September 30, 2017 and December 31, 2016 was 1.34 percent and 0.88 percent, respectively. As of September 30, 2017, there were intercompany loans from Eversource parent of $202.3 million to PSNH and $96.9 million to WMECO. As of December 31, 2016, there were intercompany loans from Eversource parent of $80.1 million to CL&P, $160.9 million to PSNH and $51.0 million to WMECO. Eversource parent, CL&P, PSNH, ~~WMECO,~~ NSTAR Gas and Yankee Gas are also parties to a five-year $1.45 billion revolving credit facility. The revolving credit facility terminates on ~~September 4, 2021. The revolving credit facility~~December 8, 2022 and serves to backstop Eversource parent's $1.45 billion commercial paper program.

There were no borrowings outstanding on either the Eversource parent or NSTAR Electric revolving credit facilities as of March 31, 2018 or December 31, 2017. Eversource's water distribution business has a $100 million revolving credit facility, which expires on August 19, 2019, and there were no amounts outstanding as of ~~September 30, 2017~~March 31, 2018 and $76.0 million outstanding as of December 31, ~~2016.~~2017.

~~Except~~The amount of borrowings outstanding and available under the commercial paper programs were as ~~described below, amounts~~follows:



	Borrowings Outstanding as of				Available Borrowing Capacity as of				Weighted-Average Interest Rate as of
	March 31, 2018		December 31, 2017		March 31, 2018		December 31, 2017		March 31, 2018		December 31, 2017
(Millions of Dollars)	March 31, 2018		December 31, 2017		March 31, 2018		December 31, 2017		March 31, 2018		December 31, 2017
Eversource Parent Commercial Paper Program	$	682.3	$	979.3	$	767.7	$	470.7	2.31	%	1.86	%
NSTAR Electric Commercial Paper Program	367.0		234.0		283.0		416.0		1.75	%	1.55	%

Amounts outstanding under the commercial paper programs and revolving credit facility are included in Notes Payable for Eversource and NSTAR Electric and are classified in current liabilities on the balance sheets as all borrowings are outstanding for no more than 364 days at one time. ~~Intercompany~~As a result of the Eversource parent long-term debt issuances on January 8, 2018, the net proceeds of which were used to repay short-term borrowings outstanding under its commercial paper program, $201.2 million of commercial paper borrowings under the Eversource parent commercial paper program were reclassified as Long-Term Debt as of December 31, 2017.

As of March 31, 2018, there were no intercompany loans from Eversource parent to CL&P ~~PSNH~~ and ~~WMECO~~$271.3 million to PSNH. Intercompany loans from Eversource parent to other Eversource subsidiaries primarily included $276.3 million to Eversource Service as of March 31, 2018. As of December 31, 2017, there were intercompany loans from Eversource parent of $69.5 million to CL&P and $262.9 million to PSNH. Intercompany loans from Eversource parent to other Eversource subsidiaries primarily included $115.9 million to Eversource Service and $198.0 million to NSTAR Gas as of December 31, 2017. These intercompany loans from Eversource parent are included in Notes Payable to Eversource Parent and are classified in current liabilities on ~~their~~the respective subsidiary's balance sheets. Intercompany loans from Eversource parent ~~to CL&P, PSNH and WMECO~~ are eliminated in consolidation on Eversource's balance sheets.

Long-Term Debt:The following table summarizes long-term debt issuances and repayments:



(Millions of Dollars)	Issue Date	Issuances/(Repayments)			Maturity Date	Use of Proceeds
CL&P:
4.00% 2018 Series A First Mortgage Bonds	March 2018	$	500.0		2048	Repay long-term debt due to mature in 2018 and repay short-term borrowings
5.65% 2008 Series A First Mortgage Bonds ⁽¹⁾	May 2008	(300.0		)	2018	N/A
PSNH:
6.00% 2008 Series O First Mortgage Bonds ⁽¹⁾	May 2008	(110.0		)	2018	N/A
Eversource Parent:
2.50% Series I Senior Notes ⁽²⁾	January 2018	200.0			2021	Repay long-term debt due to mature in 2018 and repay short-term borrowings
3.30% Series M Senior Notes	January 2018	450.0			2028	Repay long-term debt due to mature in 2018
1.60% Series G Senior Notes ⁽³⁾	January 2015	(150.0		)	2018	N/A
1.45% Series E Senior Notes ⁽¹⁾	May 2013	(300.0		)	2018	N/A


⁽¹⁾	Represents a repayment at maturity paid on May 1, 2018.


⁽²⁾	These notes are part of the same series issued by Eversource parent in March 2016. The aggregate outstanding principal amount for these notes is now $450 million.


⁽³⁾	Represents a repayment at maturity paid on January 15, 2018.

As a result of the ~~October 2017~~ Eversource parent debt issuances in January 2018, $446.8 million of current portion of long-term debt ~~issuances, the net proceeds of which were used~~related to ~~repay short-term borrowings outstanding under the~~two Eversource parent issuances maturing in 2018 and $201.2 million of commercial paper ~~program, $898.8 million of short-term debt was~~borrowings were reclassified to Long-Term Debt as of ~~September 30, 2017.~~

NSTAR Electric has a $450 million commercial paper program allowing NSTAR Electric to issue commercial paper as a form of short-term debt. As of September 30, 2017, NSTAR Electric had no short-term borrowings outstanding and as of December 31, 2016, NSTAR Electric had $126.5 million in short-term borrowings outstanding under its commercial paper program, leaving $450.0 million and $323.5 million of available borrowing capacity as of September 30, 2017 and December 31, 2016, respectively. The weighted-average interest rate on these borrowings as of December 31, 2016 was 0.71 percent. NSTAR Electric is a party to a five-year $450 million revolving credit facility. The revolving credit facility terminates on September 4, 2021. The revolving credit facility serves to backstop NSTAR Electric's $450 million commercial paper program. There were no borrowings outstanding on the revolving credit facility as of September 30, 2017 and December 31, 2016.

~~Long-Term Debt Issuances:~~ In March 2017, Eversource parent issued $300 million of 2.75 percent Series K Senior Notes due to mature in 2022. The proceeds, net of issuance costs, were used to repay short-term borrowings under the Eversource parent commercial paper program.

In March 2017, CL&P issued $300 million of 3.20 percent 2017 Series A First and Refunding Mortgage Bonds due to mature in 2027. The proceeds, net of issuance costs, were used to repay short-term borrowings.

In May 2017, NSTAR Electric issued $350 million of 3.20 percent Debentures due to mature in 2027. The proceeds, net of issuance costs, were used to repay short-term borrowings and fund capital expenditures and working capital.

In August 2017, CL&P issued $225 million of 4.30 percent 2014 Series A First and Refunding Mortgage Bonds due to mature in 2044. These bonds are part of the same series of CL&P’s existing 4.30 percent bonds that were initially issued in 2014. The aggregate outstanding principal amount for these bonds is now $475 million. The proceeds, net of issuance costs, were used to refinance short-term debt and fund capital expenditures and working capital.

~~In September 2017, Yankee Gas issued $75 million of 3.02 percent Series N First Mortgage Bonds due to mature in 2027. The proceeds, net of issuance costs, were used to repay short-term borrowings.~~

In October 2017, Eversource parent issued $450 million 2.75 percent Series K Senior Notes due to mature in 2022. These senior notes are part of the same series of Eversource parent’s existing 2.75 percent Series K Senior Notes that were initially issued in March 2017. The aggregate outstanding principal amount for the Series K Senior Notes is now $750 million. In addition, Eversource parent issued $450 million of 2.90 percent 2017 Series L Senior Notes due to mature in 2024. The proceeds, net of issuance costs, were used to repay short-term borrowings.

In October 2017, NSTAR Electric issued $350 million of 3.20 percent Debentures due to mature in 2027. The debentures are part of the same series of NSTAR Electric’s existing 3.20 percent Debentures that were initially issued in May 2017. The aggregate outstanding principal amount for the 3.20 percent Debentures is now $700 million. The proceeds, net of issuance costs, will be used to redeem long-term debt due to mature on November 15, 2017. As the debt issuance refinanced short-term debt, the amount was reclassified to Long-Term Debt on Eversource's and NSTAR Electric's balance sheets.

~~Long-Term Debt Repayments:~~ ~~In March 2017, CL&P repaid at maturity the $150 million 5.375 percent 2007 Series A First and Refunding Mortgage Bonds.~~

~~In September 2017, CL&P repaid at maturity $100 million of 5.75 percent 2007 Series C First Mortgage Bonds and PSNH repaid at maturity $70 million of 6.15 percent 2007 Series N First Mortgage Bonds.~~

~~In October 2017, NSTAR Gas repaid at maturity $25 million of 7.04 percent Series M First Mortgage Bonds.~~

~~Long-Term Debt Issuance Authorizations:~~ On January 4, 2017, PURA approved CL&P's request for authorization to issue up to $1.325 billion in long-term debt through December 31, 2020. On March 30, 2017, the DPU approved NSTAR Electric's request for authorization to issue up to $700 million in long-term debt through December 31, 2018.

7. PENSION BENEFITS AND POSTRETIREMENT BENEFITS OTHER THAN ~~PENSIONS~~PENSION

Eversource ~~Service sponsors a~~provides defined benefit retirement ~~plan~~plans ("Pension ~~Plan"~~Plans") that ~~covers~~cover eligible ~~participants.~~employees, including, among others, employees of CL&P, NSTAR Electric and PSNH. In addition to the Pension ~~Plan,~~Plans, Eversource maintains non-qualified defined benefit retirement plans ~~sponsored by Eversource Service~~ ("SERP Plans"), which provide benefits in excess of Internal Revenue Code limitations to eligible ~~participants.~~participants consisting of current and retired employees. Eversource ~~Service~~ also ~~sponsors a~~provides defined benefit postretirement ~~plan~~plans (the "PBOP Plans") that ~~provides~~provide life insurance and a health reimbursement arrangement created for the purpose of reimbursing retirees and dependents for health insurance premiums and certain medical expenses to eligible ~~participants~~employees that ~~meet~~met certain age and service eligibility ~~requirements ("PBOP Plan").~~

In August 2016, the Company amended its PBOP Plan, which standardized separate benefit structures that existed within the plan and made other benefit changes. The remeasurement resulted in a prior service credit of $5.3 million and $16.1 million for the three and nine months ended September 30, 2017, respectively, which was reflected as a reduction to net periodic benefit expense for PBOP benefits. The majority of this amount will be deferred for future refund to customers.

requirements.

The components of net periodic benefit expense for the Pension, SERP and PBOP Plans are shown below. The service cost component of net periodic benefit expense and the intercompany allocations, less the capitalized portions, ~~of pension, SERP and PBOP amounts,~~ are included in Operations and Maintenance expense on the statements of income. The remaining components of net periodic benefit costs for pension, SERP and PBOP are included in Other Income, Net on the statements of income. Capitalized amounts relate to employees working on capital projects and are included in Property, Plant and Equipment, Net on the balance sheets. Pension, SERP and PBOP expense reflected in the statements of cash flows for CL&P, NSTAR Electric ~~PSNH~~ and ~~WMECO~~PSNH does not include the intercompany allocations or the corresponding capitalized portion, as these amounts are cash settled on a short-term basis.

Pension and SERP
Eversource For the Three Months Ended For the Nine Months Ended
(Millions of Dollars) September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Service Cost $ 17.4
$ 18.6
$ 53.8
$ 56.6
Interest Cost 47.2
46.4
140.7
139.2
Expected Return on Pension Plan Assets (83.5 ) (79.4 ) (250.5 ) (238.5 )
Actuarial Loss 33.9
31.4
101.3
94.2
Prior Service Cost 1.2
0.9
3.4
2.6
Total Net Periodic Benefit Expense $ 16.2
$ 17.9
$ 48.7
$ 54.1
Capitalized Pension Expense $ 5.5
$ 5.4
$ 16.5
$ 16.8

PBOP
Eversource For the Three Months Ended For the Nine Months Ended
(Millions of Dollars) September 30, 2017 September 30, 2016 September 30, 2017 September 30, 2016
Service Cost $ 2.4
$ 3.0
$ 7.1
$ 9.2
Interest Cost 6.8
7.5
20.3
26.5
Expected Return on Plan Assets (16.0 ) (15.9 ) (47.8 ) (47.3 )
Actuarial Loss 2.2
3.0
6.9
5.0
Prior Service Credit (5.3 ) (3.6 ) (16.1 ) (3.7 )
Total Net Periodic Benefit Income $ (9.9 ) $ (6.0 ) $ (29.6 ) $ (10.3 )
Capitalized PBOP Income $ (4.8 ) $ (2.6 ) $ (14.3 ) $ (4.6 )


	Pension and SERP																								Pension and SERP
	For the Three Months Ended September 30, 2017												For the Three Months Ended September 30, 2016
Eversource																									For the Three Months Ended
(Millions of Dollars)	CL&P			NSTAR Electric			PSNH			WMECO			CL&P			NSTAR Electric			PSNH			WMECO			March 31, 2018			March 31, 2017
Service Cost	$	4.6		$	3.1		$	2.4		$	0.7		$	4.6		$	3.3		$	2.5		$	0.8		$	22.7		$	18.7
Interest Cost	10.5			8.6			5.3			2.1			10.2			8.5			5.1			2.1			48.4			46.3
Expected Return on Pension Plan Assets	(17.8		)	(17.5		)	(10.0		)	(4.4		)	(18.0		)	(16.9		)	(9.6		)	(4.4		)	(98.0		)	(83.5		)
Actuarial Loss	6.8			8.9			3.0			1.5			6.3			8.7			2.5			1.3			36.0			33.6
Prior Service Cost	0.4			0.1			0.1			0.1			0.4			—			0.1			0.1			2.2			1.1
Total Net Periodic Benefit Expense/(Income)	$	4.5		$	3.2		$	0.8		$	—		$	3.5		$	3.6		$	0.6		$	(0.1	)
Intercompany Allocations	$	2.4		$	1.8		$	0.8		$	0.5		$	3.5		$	2.2		$	1.0		$	0.6
Total Net Periodic Benefit Expense																									$	11.3		$	16.2
Capitalized Pension Expense	$	2.4		$	1.9		$	0.4		$	0.1		$	2.2		$	2.0		$	0.4		$	0.1		$	7.5		$	5.4

	Pension and SERP
	For the Nine Months Ended September 30, 2017												For the Nine Months Ended September 30, 2016
(Millions of Dollars)	CL&P			NSTAR Electric			PSNH			WMECO			CL&P			NSTAR Electric			PSNH			WMECO
Service Cost	$	13.9		$	9.4		$	7.3		$	2.3		$	14.3		$	9.9		$	7.5		$	2.4
Interest Cost	31.3			25.6			15.9			6.3			31.2			25.3			15.4			6.3
Expected Return on Pension Plan Assets	(53.9		)	(52.5		)	(29.9		)	(13.3		)	(54.2		)	(50.7		)	(28.9		)	(13.1		)
Actuarial Loss	20.7			26.4			8.7			4.5			19.2			25.8			7.5			4.1
Prior Service Cost	1.1			0.2			0.4			0.2			1.1			—			0.3			0.2
Total Net Periodic Benefit Expense/(Income)	$	13.1		$	9.1		$	2.4		$	—		$	11.6		$	10.3		$	1.8		$	(0.1	)
Intercompany Allocations	$	7.4		$	5.5		$	2.5		$	1.4		$	10.3		$	6.7		$	3.0		$	1.9
Capitalized Pension Expense	$	7.3		$	5.4		$	1.1		$	0.3		$	7.1		$	5.7		$	1.0		$	0.3


	PBOP																								PBOP
	For the Three Months Ended September 30, 2017												For the Three Months Ended September 30, 2016
Eversource																									For the Three Months Ended
(Millions of Dollars)	CL&P			NSTAR Electric			PSNH			WMECO			CL&P			NSTAR Electric			PSNH			WMECO			March 31, 2018			March 31, 2017
Service Cost	$	0.5		$	0.3		$	0.3		$	0.1		$	0.6		$	0.6		$	0.4		$	0.1		$	2.7		$	2.4
Interest Cost	1.3			1.9			0.8			0.3			1.3			2.5			0.7			0.3			7.6			7.2
Expected Return on Plan Assets	(2.4		)	(6.6		)	(1.4		)	(0.6		)	(2.5		)	(6.4		)	(1.4		)	(0.6		)	(18.1		)	(15.9		)
Actuarial Loss	0.2			0.9			0.1			—			0.5			1.2			0.2			—			2.6			2.0
Prior Service Cost/(Credit)	0.3			(4.3		)	0.2			—			0.2			(2.9		)	0.1			—
Total Net Periodic Benefit (Income)/Expense	$	(0.1	)	$	(7.8	)	$	—		$	(0.2	)	$	0.1		$	(5.0	)	$	—		$	(0.2	)
Intercompany Allocations	$	(0.2	)	$	(0.2	)	$	(0.1	)	$	—		$	—		$	(0.1	)	$	—		$	—
Capitalized PBOP Income	$	(0.1	)	$	(4.0	)	$	—		$	(0.1	)	$	—		$	(2.2	)	$	—		$	(0.1	)

	PBOP
	For the Nine Months Ended September 30, 2017												For the Nine Months Ended September 30, 2016
(Millions of Dollars)	CL&P			NSTAR Electric			PSNH			WMECO			CL&P			NSTAR Electric			PSNH			WMECO
Service Cost	$	1.5		$	1.1		$	1.0		$	0.3		$	1.4		$	2.5		$	0.9		$	0.3
Interest Cost	4.0			5.7			2.3			0.8			4.0			10.3			2.2			0.8
Expected Return on Plan Assets	(7.3		)	(19.9		)	(4.1		)	(1.7		)	(7.6		)	(19.2		)	(4.2		)	(1.7		)
Actuarial Loss	0.7			2.6			0.4			—			0.9			1.7			0.5			—
Prior Service Cost/(Credit)	0.8			(12.9		)	0.4			0.1			0.2			(2.9		)	0.1			—
Prior Service Credit																									(5.9		)	(5.3		)
Total Net Periodic Benefit Income	$	(0.3	)	$	(23.4	)	$	—		$	(0.5	)	$	(1.1	)	$	(7.6	)	$	(0.5	)	$	(0.6	)	$	(11.1	)	$	(9.6	)
Intercompany Allocations	$	(0.5	)	$	(0.7	)	$	(0.3	)	$	(0.1	)	$	0.3		$	—		$	—		$	—
Capitalized PBOP Income	$	(0.4	)	$	(11.9	)	$	—		$	(0.2	)	$	(0.5	)	$	(3.3	)	$	—		$	(0.3	)
Capitalized PBOP Expense/(Income)																									$	0.8		$	(4.6	)



	Pension and SERP
	For the Three Months Ended March 31, 2018									For the Three Months Ended March 31, 2017
(Millions of Dollars)	CL&P			NSTAR Electric			PSNH			CL&P			NSTAR Electric			PSNH
Service Cost	$	5.7		$	4.7		$	2.9		$	4.8		$	4.1		$	2.5
Interest Cost	10.6			10.8			5.3			10.5			10.4			5.2
Expected Return on Pension Plan Assets	(20.8		)	(25.2		)	(10.9		)	(18.0		)	(22.0		)	(9.9		)
Actuarial Loss	7.4			10.5			3.3			6.9			10.1			2.8
Prior Service Cost	0.4			0.2			0.1			0.4			0.2			0.1
Total Net Periodic Benefit Expense	$	3.3		$	1.0		$	0.7		$	4.6		$	2.8		$	0.7
Intercompany Allocations	$	1.4		$	1.5		$	0.5		$	2.5		$	2.4		$	0.8
Capitalized Pension Expense	$	2.3		$	2.1		$	0.8		$	2.5		$	1.8		$	0.3



	PBOP
	For the Three Months Ended March 31, 2018									For the Three Months Ended March 31, 2017
(Millions of Dollars)	CL&P			NSTAR Electric			PSNH			CL&P			NSTAR Electric			PSNH
Service Cost	$	0.5		$	0.5		$	0.3		$	0.5		$	0.5		$	0.3
Interest Cost	1.4			2.2			0.8			1.4			2.4			0.8
Expected Return on Plan Assets	(2.6		)	(8.1		)	(1.5		)	(2.4		)	(7.1		)	(1.3		)
Actuarial Loss	0.3			0.7			0.2			0.2			0.9			0.1
Prior Service Cost/(Credit)	0.3			(4.3		)	0.1			0.3			(4.3		)	0.1
Total Net Periodic Benefit Income	$	(0.1	)	$	(9.0	)	$	(0.1	)	$	—		$	(7.6	)	$	—
Intercompany Allocations	$	(0.3	)	$	(0.3	)	$	(0.1	)	$	(0.3	)	$	(0.3	)	$	(0.1	)
Capitalized PBOP Expense/(Income)	$	0.2		$	0.2		$	0.1		$	(0.1	)	$	(3.8	)	$	—

8. COMMITMENTS AND CONTINGENCIES

A. Environmental Matters

Eversource, CL&P, NSTAR Electric ~~PSNH~~ and ~~WMECO~~PSNH 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. Eversource, CL&P, NSTAR Electric ~~PSNH~~ and ~~WMECO~~PSNH have an active environmental auditing and training program and each believes it is substantially in compliance with all enacted laws and regulations.

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


	As of September 30, 2017			As of December 31, 2016			As of March 31, 2018			As of December 31, 2017
	Number of Sites	Reserve (in millions)		Number of Sites	Reserve (in millions)		Number of Sites	Reserve (in millions)		Number of Sites	Reserve (in millions)
Eversource	58	$	57.7	61	$	65.8	58	$	63.8	59	$	54.9
CL&P	14	4.9		14	4.9		14	5.1		14	4.7
NSTAR Electric	10	2.0		13	3.2		15	2.8		15	2.7
PSNH	11	5.7		11	5.3		9	5.6		10	5.7
WMECO	4	0.8		4	0.6

Included in the Eversource 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, for which Eversource may have potential liability. The reserve balances related to these former MGP sites were ~~$51.9~~$57.8 million and ~~$59.0~~$49.0 million as of ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016,~~2017, respectively, and related primarily to the natural gas business segment. The ~~reduction~~increase in the reserve balance at the MGP sites in the first quarter of ~~2017~~2018 was primarily due to ~~a change~~changes in cost estimates at ~~one site where actual contamination was less than originally estimated.~~sites under investigation for which additional remediation will be required.

These reserve estimates are subjective in nature as they take into consideration several different remediation options at each specific site. The reliability and precision of these estimates can be affected by several factors, including new information concerning either the level of contamination at the site, the extent of Eversource's, CL&P's, NSTAR Electric's ~~PSNH's,~~ and ~~WMECO's~~PSNH's responsibility for remediation or the extent of remediation required, recently enacted laws and regulations, or changes in cost estimates due to certain economic factors. It is possible that new information or future developments could require a reassessment of the potential exposure to related environmental matters. As this information becomes available, management will continue to assess the potential exposure and adjust the reserves accordingly.

B. Guarantees and Indemnifications

In the normal course of business, Eversource parent provides credit assurances on behalf of its subsidiaries, including CL&P, NSTAR Electric ~~PSNH~~ and ~~WMECO,~~PSNH, in the form of guarantees.

Eversource parent issued a guaranty on behalf of its subsidiary, NPT, under which, beginning at the time the Northern Pass Transmission line goes into commercial operation, Eversource parent will guarantee the financial obligations of NPT under the TSA with HQ in an amount not to exceed $25 million. Eversource parent's obligations under the guaranty expire upon the full, final and indefeasible payment of the guaranteed obligations. Eversource parent has also entered into a guaranty on behalf of NPT under which Eversource parent will guarantee NPT's obligations under a facility with a financial institution pursuant to which NPT may request letters of credit in an aggregate amount of up to approximately $14 million.

Eversource parent has also guaranteed certain indemnification and other obligations as a result of the sales of former unregulated subsidiaries and the termination of an unregulated business, with maximum exposures either not specified or not material.

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

The following table summarizes Eversource parent's exposure to guarantees and indemnifications of its subsidiaries to external parties, as of ~~September 30, 2017:~~March 31, 2018:


Company	Description	Maximum Exposure (in millions)		Expiration Dates	Description	Maximum Exposure (in millions)		Expiration Dates
On behalf of subsidiaries:
Eversource Gas Transmission LLC	Access Northeast Project Capital Contributions Guaranty ⁽¹⁾	$	185.1	2021	Access Northeast Project Capital Contributions Guaranty ⁽¹⁾	$	185.0	2021
Various	Surety Bonds⁽²⁾	40.1		2017 - 2018	Surety Bonds⁽²⁾	41.2		2018 - 2019
Eversource Service and Rocky River Realty Company	Lease Payments for Vehicles and Real Estate	8.2		2019 - 2024	Lease Payments for Vehicles and Real Estate	7.3		2019 - 2024

⁽¹⁾

Eversource parent issued a declining balance guaranty on behalf of its subsidiary, Eversource Gas Transmission LLC, to guarantee the payment of the subsidiary's capital contributions for its investment in the Access Northeast project. The guaranty decreases as capital contributions are made. The guaranty will expire upon the earlier of the full performance of the guaranteed obligations or December 31, 2021.


⁽²⁾	Surety bond expiration dates reflect termination dates, the majority of which will be renewed or extended. Certain surety bonds contain credit ratings triggers that would require Eversource parent to post collateral in the event that the unsecured debt credit ratings of Eversource parent are downgraded.

C. Spent Nuclear Fuel Obligations - Yankee Companies

CL&P, NSTAR Electric ~~PSNH~~ and ~~WMECO~~PSNH have plant closure and fuel storage cost obligations to the Yankee Companies, which have each completed the physical decommissioning of their respective nuclear facilities and are now engaged in the long-term storage of their spent fuel. The Yankee Companies collect these costs through wholesale, FERC-approved rates charged under power purchase agreements with several New England utilities, including CL&P, NSTAR Electric ~~PSNH~~ and ~~WMECO.~~PSNH. These companies in turn recover these costs from their customers through state regulatory commission-approved retail rates. The Yankee Companies have collected or are currently collecting amounts that management believes are adequate to recover the remaining plant closure and fuel storage cost estimates for the respective plants. Management believes CL&P and NSTAR Electric ~~and WMECO~~ will recover their shares of these obligations from their customers. PSNH has recovered its total share of these costs from its customers.

Spent Nuclear Fuel Litigation:

The Yankee Companies have filed complaints against the DOE in the Court of Federal Claims seeking monetary damages resulting from the DOE's failure to provide for a permanent facility to store spent nuclear fuel pursuant to the terms of the 1983 spent fuel and high level waste disposal contracts between the Yankee Companies and the DOE. The court had previously awarded the Yankee Companies damages for Phase I, II and III of litigation resulting from the DOE's failure to meet its contractual obligations. These Phases covered damages incurred in the years 1998 through 2012, and the awarded damages have been received by the Yankee Companies with certain amounts of the damages refunded to their customers.

DOE Phase IV Damages - - On May 22, 2017, each of the Yankee Companies filed subsequent lawsuits against the DOE in the Court of Federal

Claims seeking monetary damages totaling approximately $100 million for CYAPC, YAEC and MYAPC, resulting from the DOE's failure to begin accepting spent nuclear fuel for disposal covering the years from 2013 to 2016 (“DOE Phase IV”). ~~The~~No date is set for the DOE Phase IV ~~trial is expected to begin in 2018.~~

~~For further discussion, see Part I, Item 3, “Legal Proceedings -~~ ~~Yankee Companies v. U.S. Department of Energy” of our 2016 Form 10-K.~~

trial.

D. FERC ROE Complaints

Four separate complaints have been filed at the FERC by combinations of New England state attorneys general, state regulatory commissions, consumer advocates, consumer groups, municipal parties and other parties (collectively the "Complainants"). In each of the first three complaints, the Complainants challenged the NETOs' base ROE of 11.14 percent that had been utilized since 2005 and sought an order to reduce it prospectively from the date of the final FERC order and for the separate 15-month complaint periods. In the fourth complaint, filed April 29, 2016, the Complainants challenged the NETOs' base ROE of 10.57 percent and the maximum ROE for transmission incentive ("incentive cap") of 11.74 percent, asserting that these ROEs were unjust and unreasonable.

In response to appeals of the FERC decision in the first complaint filed by the NETOs and the Complainants, the U.S. Court of Appeals for the D.C. Circuit (the "Court") issued a decision on April 14, 2017 vacating and remanding the FERC's decision. The Court found that the FERC failed to make an explicit finding that the 11.14 percent base ROE was unjust and unreasonable, as required under Section 206 of the Federal Power Act, before it set a new base ROE. The Court also found that the FERC did not provide a rational connection between the record evidence and its decision to select the midpoint of the upper half of the zone of reasonableness for the new base ROE.

~~On May 26,~~Hearings on the fourth complaint were held in December 2017 before the ~~Chief~~FERC Administrative Law Judge ("ALJ"). On March 27, 2018, the FERC ALJ issued an ~~order~~initial decision in that complaint, finding that the ~~fourth complaint will continue to trial in December 2017 with~~current base ROE of 10.57 percent, which has an ~~ALJ initial decision expected in March~~incentive cap ROE of ~~2018.~~11.74 percent, is not unjust and not unreasonable.

A summary of the four separate complaints and the base ROEs pertinent to those complaints are as follows:


Complaint	15-Month Time Period of Complaint (Beginning as of Complaint Filing Date)	Original Base ROE Authorized by FERC at Time of Complaint Filing Date ⁽¹⁾	Base ROE Subsequently Authorized by FERC for First Complaint Period and also Effective from October 16, 2014 through April 14, 2017 ⁽¹⁾	Reserve (Pre-Tax and Excluding Interest) as of September 30, 2017 (in millions)		FERC ALJ Recommendation of Base ROE on Second and Third Complaints (Issued March 22, 2016)	15-Month Time Period of Complaint (Beginning as of Complaint Filing Date)	Original Base ROE Authorized by FERC at Time of Complaint Filing Date ⁽¹⁾	Base ROE Subsequently Authorized by FERC for First Complaint Period and also Effective from October 16, 2014 through April 14, 2017 ⁽¹⁾	Reserve (Pre-Tax and Excluding Interest) as of March 31, 2018 (in millions)		FERC ALJ Recommendation of Base ROE on Second, Third and Fourth Complaints
First	10/1/2011 - 12/31/2012	11.14%	10.57%	$—	⁽²⁾	N/A	10/1/2011 - 12/31/2012	11.14%	10.57%	$—	⁽²⁾	N/A
Second	12/27/2012 - 3/26/2014	11.14%	N/A	39.1	⁽³⁾	9.59%	12/27/2012 - 3/26/2014	11.14%	N/A	39.1	⁽³⁾	9.59%
Third	7/31/2014 - 10/30/2015	11.14%	10.57%	—		10.90%	7/31/2014 - 10/30/2015	11.14%	10.57%	—		10.90%
Fourth	4/29/2016 - 7/28/2017	10.57%		—		N/A	4/29/2016 - 7/28/2017	10.57%		—		10.57%

⁽¹⁾ The billed ROE (base plus incentives) between October 1, 2011 and October 15, 2014 was within a range of 11.14 percent to 13.1 percent. On October 16, 2014, the FERC set the incentive cap at 11.74 percent for the first complaint period and also effective from October 16, 2014 through April 14, 2017, the date on which the Court vacated this FERC order.

⁽²⁾ CL&P, NSTAR Electric, PSNH and WMECO have refunded all amounts associated with the first complaint period, totaling $38.9 million (pre-tax and excluding interest) at Eversource (consisting of $22.4 million at CL&P, $8.4 million at NSTAR Electric, $2.8 million at PSNH, and $5.3 million at WMECO), reflecting both the base ROE and incentive cap prescribed by the FERC order.

The ROE billed during the period October 1, 2011 through October 15, 2014 consisted of a base ROE of 11.14 percent and incentives up to 13.1 percent. On October 16, 2014, the FERC set the base ROE at 10.57 percent and an incentive cap at 11.74 percent for the first complaint period. This was also effective for all prospective billings to customers beginning October 16, 2014. This FERC order was vacated on April 14, 2017.

⁽³⁾ The reserve represents the difference between the ROEs billed during the second complaint period and a 10.57 percent base ROE and 11.74 percent incentive cap. The reserve consisted of $21.4 million for CL&P, $8.5 million for NSTAR Electric, $3.1 million for PSNH, and $6.1 million for WMECO as of September 30, 2017.


⁽²⁾	CL&P, NSTAR Electric and PSNH have refunded all amounts associated with the first complaint period, totaling $38.9 million (pre-tax and excluding interest) at Eversource (consisting of $22.4 million at CL&P, $13.7 million at NSTAR Electric and $2.8 million at PSNH), reflecting both the base ROE and incentive cap prescribed by the FERC order.


⁽³⁾	The reserve represents the difference between the billed rates during the second complaint period and a 10.57 percent base ROE and 11.74 percent incentive cap. The reserve consisted of $21.4 million for CL&P, $14.6 million for NSTAR Electric and $3.1 million for PSNH as of March 31, 2018.

On June 5, 2017, the NETOs, including Eversource, submitted a filing to the FERC to reinstate the base ROE of 11.14 percent with an associated ROE incentive cap of 13.5 percent effective June 8, 2017, as these were the last ROEs lawfully in effect for transmission billing purposes prior to the FERC order vacated by the Court on April 14, 2017. On October 6, 2017, the FERC did not accept the NETOs filing, temporarily leaving in place the ROEs (10.57 percent base ROE with an 11.74 percent incentive cap ROE) set in the first complaint proceeding until the FERC addresses the Court’s decision. On November 6, 2017, the NETOs submitted a request for rehearing of the FERC's October 6, 2017 Order rejecting the compliance filing.

On October 5, 2017, the NETOs filed a series of motions, requesting that the FERC dismiss the four complaint proceedings. Alternatively, if the FERC does not dismiss the proceedings, the NETOs requested that the FERC consolidate all four complaint proceedings for expeditious resolution and/or stay the trial in the fourth complaint proceeding and resolve it based on the standards set in the April 14, 2017 Court decision.

At this time, the Company cannot reasonably estimate a range of gain or loss for the complaint proceedings. ~~The April 14,~~No events in 2017 ~~Court decision did not provide~~or 2018 provided a reasonable basis for a change to the reserve balance of $39.1 million (pre-tax and excluding interest) for the second complaint period, and the Company has not changed its reserve or recognized ROEs for any of the complaint periods. Eversource, CL&P, NSTAR Electric and PSNH currently record revenues at the 10.57 percent base ROE and incentive cap at 11.74 percent established in the October 16, 2014 FERC order.

~~Management cannot at~~At this time, the Company cannot predict the timing or ultimate effect of the Court decision or future FERC action on any of the complaint periods or the estimated impacts on the financial position, results of operations or cash flows of Eversource, CL&P, NSTAR Electric ~~PSNH~~ or ~~WMECO.~~PSNH.

The average impact of a 10 basis point change to the base ROE for each of the 15-month complaint periods would affect Eversource's after-tax earnings by approximately $3 million.

E. Eversource and NSTAR Electric Boston Harbor Civil Action

On July 15, 2016, the United States Attorney on behalf of the United States Army Corps of Engineers filed a civil action in the United States District Court for the District of Massachusetts under provisions of the Rivers and Harbors Act of 1899 and the Clean Water Act against NSTAR Electric, Harbor Electric Energy Company, a wholly-owned subsidiary of NSTAR Electric ("HEEC"), and the Massachusetts Water Resources Authority (together with NSTAR Electric and HEEC, the "Defendants"). The action alleged that the Defendants failed to comply with certain permitting requirements related to the placement of the HEEC-owned electric distribution cable beneath Boston Harbor. The action sought an order to compel HEEC to comply with cable depth requirements in the United States Army Corps of Engineers' permit or alternatively to remove the electric distribution cable and cease unauthorized work in U.S. waterways. The action also sought civil penalties and other costs.

~~After substantial negotiations, the~~The parties reached a settlement ~~whereby~~pursuant to which HEEC ~~will~~agreed to install a new 115kV distribution cable across Boston Harbor to Deer Island, utilizing a different route, and ~~will~~ remove portions of the existing cable. Upon the installation and completion of the new cable and the removal of the portions of the existing cable, all issues surrounding the current permit from the United States Army Corps of Engineers are expected to be resolved, and such litigation is expected to be dismissed with prejudice.

In 2017, as a result of the settlement, NSTAR Electric expensed $4.9 million (pre-tax) of previously incurred capitalized costs associated with engineering work performed on the existing cable that will no longer be used. In addition, NSTAR Electric agreed to provide a rate base credit of $17.5 million to the Massachusetts Water Resources Authority for the new cable. This negotiated credit will result in the initial $17.5 million of construction costs on the new cable to be expensed as incurred. Of this amount, NSTAR Electric expensed $11.1 million (pre-tax) of costs incurred on the new cable in 2017 and expensed an additional $2.1 million (pre-tax) in the first three months of 2018. Construction of the new cable is underway and is expected to be completed in 2019.

9. ~~PSNH GENERATION ASSET~~ASSETS HELD FOR SALE

OnIn June ~~10,~~ 2015, Eversource and PSNH entered into the 2015 Public Service Company of New Hampshire Restructuring and Rate Stabilization Agreement, ~~(the "Agreement") with the New Hampshire Office of Energy and Planning, certain members of the NHPUC staff, the Office of Consumer Advocate, two State Senators, and several other parties. Under~~under the terms of ~~the Agreement,~~which PSNH agreed to divest its generation assets, subject to NHPUC approval. The ~~Agreement provided~~NHPUC approval for a resolution of issues pertaining to PSNH's generation assets in pending regulatory proceedings before the NHPUC. The Agreement provided for the Clean Air Project prudence proceeding to be resolved and all remaining Clean Air Project costs to be included in rates effective January 1, 2016. As partthis agreement, as well as NHPUC approval of the ~~Agreement, PSNH agreed to forego recovery of $25 million of the equity return related to the Clean Air Project.~~

On July 1, 2016, the NHPUC approved the Agreement in an order that, among other things, instructed PSNH to begin the process of divesting its generation assets. The NHPUC selected an auction adviser to assist with thefinal divestiture ~~and the final~~ plan and auction process, were ~~approved by~~received in the ~~NHPUC in November~~second half of 2016.

~~As of September 30, 2017, PSNH's generation assets were as follows:~~

(Millions of Dollars)
Gross Plant $ 1,184.1
Accumulated Depreciation (573.3 )
Net Plant 610.8
Fuel 92.9
Materials and Supplies 44.0
Emission Allowances 19.4
Total Generation Assets $ 767.1

OnIn October ~~11,~~ 2017, PSNH entered into two Purchase and Sale Agreements ("Agreements") to sell its thermal and hydroelectric generation assets to private investors at purchase prices of $175 million and $83 million, respectively, subject to adjustments as set forth in ~~each Agreement.~~

~~On October 12, 2017, PSNH filed an application with the NHPUC requesting approval of~~ the Agreements. ~~We expect to receive approvals from~~The NHPUC approved the ~~NHPUC and other necessary regulatory agencies by~~Agreements in late ~~December~~November 2017, ~~or early 2018, with~~at which time the ~~transactions to be completed shortly thereafter. The~~ Company ~~will classify~~classified these assets as held for sale.

On January 10, 2018, PSNH completed the sale of its thermal generation assets, pursuant to the Agreement dated October 11, 2017. In accordance with the Purchase and Sale Agreement, the original purchase price of $175 million was adjusted to reflect working capital adjustments, closing date adjustments and proration of taxes and fees prior to closing, totaling $40.9 million, resulting in net proceeds of $134.1 million. As of March 31, 2018, deferred costs resulting from the thermal generation asset sale totaled $539.6 million and were included in Regulatory Assets on the Eversource and PSNH Balance Sheets. As of December 31, 2017, this balance totaled $516.1 million and represented the difference between the carrying value and the fair value less cost to sell of the thermal generation assets.

PSNH expects to complete the sale of its hydroelectric generation assets in the second quarter of 2018 at an amount above net carrying value, and are therefore stated at carrying value. As of March 31, 2018, the difference between the carrying value of the hydroelectric generation assets and the anticipated sale proceeds was approximately $23 million, which will be recognized as a reduction to stranded costs upon ~~NHPUC approval~~completion of the sale.

~~Upon completion, full~~Full recovery of the costs of PSNH's generation assets ~~will~~and transaction-related expenses is expected to occur through a combination of cash flows during the remaining operating period, sales proceeds, and recovery of stranded costs primarily via the issuance of bonds that will be secured by a non-bypassable charge ~~or through recoveries in future rates~~ billed to PSNH's customers.

For the three months ended March 31, 2018, pre-tax income associated with the hydroelectric assets held for sale was $5.9 million. For the three months ended March 31, 2017, pre-tax income associated with PSNH's generation assets was $14.8 million.

As of March 31, 2018, PSNH's hydroelectric generation assets held for sale, which are included in current assets on the Eversource and PSNH balance sheets, and are part of the Electric Distribution reportable segment, were as follows:



(Millions of Dollars)
Hydroelectric Gross Plant	$	86.6
Accumulated Depreciation	(27.4		)
Net Plant	59.2
Materials and Supplies	0.1
Total Hydroelectric Generation Assets Held for Sale	$	59.3

10. 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: The fair value of CL&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 long-term debt securities 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. 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, 2017				As of December 31, 2016				As of March 31, 2018				As of December 31, 2017
Eversource (Millions of Dollars)	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Preferred Stock Not Subject to Mandatory Redemption	$	155.6	$	160.3	$	155.6	$	158.3	$	155.6	$	165.8	$	155.6	$	160.8
Long-Term Debt	11,425.9		11,968.1		9,603.2		9,980.5		13,113.3		13,376.1		12,325.5		12,877.1


	CL&P				NSTAR Electric				PSNH				WMECO				CL&P				NSTAR Electric				PSNH
(Millions of Dollars)	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
As of September 30, 2017:
As of March 31, 2018:
Preferred Stock Not Subject to Mandatory Redemption	$	116.2	$	115.9	$	43.0	$	44.4	$	—	$	—	$	—	$	—	$	116.2	$	122.3	$	43.0	$	43.5	$	—	$	—
Long-Term Debt	3,058.9		3,388.8		2,426.2		2,598.1		1,002.6		1,047.0		566.2		603.7		3,553.6		3,821.9		2,943.9		3,071.7		1,001.8		1,025.2

As of December 31, 2016:
As of December 31, 2017:
Preferred Stock Not Subject to Mandatory Redemption	$	116.2	$	114.7	$	43.0	$	43.6	$	—	$	—	$	—	$	—	$	116.2	$	116.5	$	43.0	$	44.3	$	—	$	—
Long-Term Debt	2,766.0		3,049.6		2,078.1		2,201.6		1,072.0		1,109.7		566.5		589.0		3,059.1		3,430.5		2,943.8		3,156.5		1,002.4		1,038.2

Derivative Instruments and Marketable Securities: Derivative instruments and investments in marketable securities are carried at fair value. For further information, see Note 4, "Derivative Instruments," and Note 5, "Marketable Securities," to the financial statements.

See Note ~~1D,~~1E, "Summary of Significant Accounting Policies - Fair Value Measurements," for the fair value measurement policy and the fair value hierarchy.

11. 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, 2017											For the Nine Months Ended September 30, 2016
	Qualified			Unrealized								Qualified			Unrealized
	Cash Flow			Gains								Cash Flow			Gains/(Losses)									For the Three Months Ended March 31, 2018												For the Three Months Ended March 31, 2017
Eversource (Millions of Dollars)	Hedging			on Marketable		Defined						Hedging			on Marketable			Defined						Qualified Cash Flow Hedging Instruments			Unrealized Losses on Marketable Securities			Defined Benefit Plans			Total			Qualified Cash Flow Hedging Instruments			Unrealized Gains on Marketable Securities		Defined Benefit Plans			Total
Eversource (Millions of Dollars)	Instruments			Securities		Benefit Plans			Total			Instruments			Securities			Benefit Plans			Total
Balance as of Beginning of Period	$	(8.2	)	$	0.4	$	(57.5	)	$	(65.3	)	$	(10.3	)	$	(1.9	)	$	(54.6	)	$	(66.8	)	$	(6.2	)	$	—		$	(60.2	)	$	(66.4	)	$	(8.2	)	$	0.4	$	(57.5	)	$	(65.3	)

OCI Before Reclassifications	—			0.7		(3.5		)	(2.8		)	—			2.3			(5.3		)	(3.0		)	—			(0.4		)	—			(0.4		)	—			1.7		—			1.7
Amounts Reclassified from AOCL	1.6			—		2.9			4.5			1.6			—			2.6			4.2
Amounts Reclassified from AOCI																								0.7			—			3.0			3.7			0.5			—		1.0			1.5
Net OCI	1.6			0.7		(0.6		)	1.7			1.6			2.3			(2.7		)	1.2			0.7			(0.4		)	3.0			3.3			0.5			1.7		1.0			3.2
Balance as of End of Period	$	(6.6	)	$	1.1	$	(58.1	)	$	(63.6	)	$	(8.7	)	$	0.4		$	(57.3	)	$	(65.6	)	$	(5.5	)	$	(0.4	)	$	(57.2	)	$	(63.1	)	$	(7.7	)	$	2.1	$	(56.5	)	$	(62.1	)

Eversource'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 ~~AOCL~~AOCI and is being amortized into Net Income over the term of the underlying debt instrument. CL&P, ~~PSNH~~NSTAR Electric and ~~WMECO~~PSNH continue to amortize interest rate swaps settled in prior years from ~~AOCL~~AOCI into Interest Expense over the remaining life of the associated long-term debt. Such interest rate swaps are not material to their respective financial statements.

Defined benefit plan OCI amounts before reclassifications relate to actuarial gains and losses and prior service costs that arose during the year and were recognized in ~~AOCL.~~AOCI. The unamortized actuarial gains and losses and prior service costs on the defined benefit plans are amortized from ~~AOCL~~AOCI into ~~Operations and Maintenance expense~~Other Income, Net over the average future employee service period, and are reflected in amounts reclassified from ~~AOCL.~~AOCI. For further information, see Note 1F, "Summary of Significant Accounting Policies - Other Income, Net," and Note 7, "Pension Benefits and Postretirement Benefits Other Than ~~Pensions.~~Pension."

12. COMMON SHARES

The following table sets forth the Eversource parent common shares and the shares of common stock of CL&P, NSTAR Electric ~~PSNH~~ and ~~WMECO~~PSNH that were authorized and issued, as well as the respective per share par values:


	Shares					Shares
			Authorized as of September 30, 2017 and	Issued as of				Authorized as of March 31, 2018 and	Issued as of
	Par Value		December 31, 2016	September 30, 2017	December 31, 2016	Par Value		December 31, 2017	March 31, 2018	December 31, 2017
Eversource	$	5	380,000,000	333,878,402	333,878,402	$	5	380,000,000	333,878,402	333,878,402
CL&P	$	10	24,500,000	6,035,205	6,035,205	$	10	24,500,000	6,035,205	6,035,205
NSTAR Electric	$	1	100,000,000	100	100	$	1	100,000,000	200	200
PSNH	$	1	100,000,000	301	301	$	1	100,000,000	301	301
WMECO	$	25	1,072,471	434,653	434,653

As of both ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016,~~2017, there were 16,992,594 Eversource common shares held as treasury shares. As of both ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016,~~2017, there were 316,885,808 Eversource common shares ~~outstanding were 316,885,808.~~outstanding.

13. COMMON SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS

Dividends on the preferred stock of CL&P and NSTAR Electric totaled $1.9 million for ~~both~~each of the three months ended ~~September 30, 2017~~March 31, 2018 and ~~2016, and $5.6 million for both of the nine months ended September 30, 2017 and 2016.~~2017. These dividends were presented as Net Income Attributable to Noncontrolling Interests on the Eversource statements of income. Noncontrolling Interest – Preferred Stock of Subsidiaries on the Eversource balance sheets totaled $155.6 million as of ~~September 30, 2017~~March 31, 2018 and December 31, ~~2016.~~2017. On the Eversource balance sheets, Common Shareholders' Equity was fully attributable to the parent and Noncontrolling Interest – Preferred Stock of Subsidiaries was fully attributable to the noncontrolling interest.

14. 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 of certain share-based compensation awards as if they were converted into common shares. The dilutive effect of unvested RSU and performance share awards is calculated using the treasury stock method. RSU and performance share awards are included in basic weighted average common shares outstanding as of the date that all necessary vesting conditions have been satisfied. For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2018 and 2017, ~~and 2016,~~ there were no antidilutive share awards excluded from the computation of diluted EPS.

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


Eversource (Millions of Dollars, except share information)	For the Three Months Ended				For the Nine Months Ended				For the Three Months Ended
Eversource (Millions of Dollars, except share information)	September 30, 2017		September 30, 2016		September 30, 2017		September 30, 2016		March 31, 2018		March 31, 2017
Net Income Attributable to Common Shareholders	$	260.4	$	265.3	$	750.6	$	713.1	$	269.5	$	259.5
Weighted Average Common Shares Outstanding:
Basic	317,393,029		317,787,836		317,415,848		317,696,823		317,397,052		317,463,151
Dilutive Effect	556,367		789,243		591,194		814,786		595,947		661,385
Diluted	317,949,396		318,577,079		318,007,042		318,511,609		317,992,999		318,124,536
Basic and Diluted EPS	$	0.82	$	0.83	$	2.36	$	2.24	$	0.85	$	0.82

15. REVENUES

On January 1, 2018, Eversource, including CL&P, NSTAR Electric and PSNH, adopted ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” using the modified retrospective approach.The core principle of this accounting guidance is that revenue is recognized when promised goods or services (referred to as performance obligations) are transferred to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new standard uses a five-step model for recognizing and measuring revenue from contracts with customers, which includes identifying the contract with the customer, identifying the performance obligations promised within the contract, determining the transaction price (the amount of consideration to which the company expects to be entitled), allocating the transaction price to the performance obligations and recognizing revenue when (or as) the performance obligation is satisfied.

The following table presents operating revenues disaggregated by revenue source:



	For the Three Months Ended March 31, 2018
Eversource (Millions of Dollars)	Electric Distribution			Natural Gas Distribution			Electric Transmission			Water Distribution			Other		Eliminations			Total
Revenue from Contracts with Customers
Retail Tariff Sales
Residential	$	994.4		$	248.9		$	—		$	26.4		$	—	$	—		$	1,269.7
Commercial	611.4			134.7			—			13.8			—		—			759.9
Industrial	81.5			29.5			—			1.0			—		(2.5		)	109.5
Total Retail Tariff Sales Revenue	$	1,687.3		$	413.1		$	—		$	41.2		$	—	$	(2.5	)	$	2,139.1
Wholesale Transmission Revenue	$	—		$	—		$	313.6		$	—		$	10.1	$	(258.7	)	$	65.0
Wholesale Market Sales Revenue	58.5			17.8			—			0.8			—		—			77.1
Other Revenue from Contracts with Customers	16.0			(0.6		)	3.1			4.0			220.8		(221.4		)	21.9
Reserve for Revenue Subject to Refund	(19.3		)	(4.5		)	—			(2.2		)	—		—			(26.0		)
Total Revenue from Contracts with Customers	$	1,742.5		$	425.8		$	316.7		$	43.8		$	230.9	$	(482.6	)	$	2,277.1
Alternative Revenue Programs	8.7			(1.7		)	(11.7		)	0.7			—		10.6			6.6
Other Revenue	3.4			0.8			—			0.1			—		—			4.3
Total Operating Revenues	$	1,754.6		$	424.9		$	305.0		$	44.6		$	230.9	$	(472.0	)	$	2,288.0



	For the Three Months Ended March 31, 2018
(Millions of Dollars)	CL&P			NSTAR Electric			PSNH
Revenue from Contracts with Customers
Retail Tariff Sales
Residential	$	483.4		$	364.2		$	146.8
Commercial	222.5			314.4			74.9
Industrial	35.8			28.1			17.6
Total Retail Tariff Sales Revenue	$	741.7		$	706.7		$	239.3
Wholesale Transmission Revenue	$	150.8		$	118.6		$	44.2
Wholesale Market Sales Revenue	10.3			24.9			24.1
Other Revenue from Contracts with Customers	7.5			8.3			3.5
Reserve for Revenue Subject to Refund	(12.5		)	(3.7		)	(3.1		)
Total Revenue from Contracts with Customers	$	897.8		$	854.8		$	308.0
Alternative Revenue Programs	(5.1		)	6.7			(4.6		)
Other Revenue	1.3			1.7			0.4
Eliminations	(109.0		)	(93.1		)	(36.4		)
Total Operating Revenues	$	785.0		$	770.1		$	267.4

Retail Tariff Sales: Regulated utilities provide products and services to their regulated customers under rates, pricing, payment terms and conditions of service, regulated by each state regulatory agency. The arrangement whereby a utility provides commodity service to a customer for a price approved by the respective state regulatory commission is referred to as a tariff sale contract, and the tariff governs all aspects of the provision of regulated services by utilities. The majority of revenue for Eversource, CL&P, NSTAR Electric and PSNH is derived from regulated retail tariff sales for the sale and distribution of electricity, natural gas and water to residential, commercial and industrial retail customers.

The utility's performance obligation for the regulated tariff sales is to provide electricity, natural gas or water to the customer as demanded.

The promise to provide the commodity represents a single performance obligation, as it is a promise to transfer a series of distinct goods or services that are substantially the same and that have the same pattern of transfer to the customer. Revenue is recognized over time as the customer simultaneously receives and consumes the benefits provided by the utility, and the utility satisfies its performance obligation. Revenue is recognized based on the output method as there is a directly observable output to the customer (electricity, natural gas or water units delivered to the customer and immediately consumed). Each Eversource utility is entitled to be compensated for performance completed to date (service taken by the customer) until service is terminated.

In regulated tariff sales, the transaction prices are the rates approved by the respective state regulatory commissions. In general, rates can only be changed through formal proceedings with the state regulatory commissions. These rates are designed to recover the costs to provide service to customers and include a return on investment. Regulatory commission-approved tracking mechanisms are included in these rates and are also used to recover, on a fully-reconciling basis, certain costs, such as the procurement of energy supply, retail transmission charges, energy efficiency program costs, net metering for distributed generation, and restructuring and stranded costs. These tracking mechanisms result in rates being changed periodically to ensure recovery of actual costs incurred.

Customers may elect to purchase electricity from each Eversource electric utility or may contract separately with a competitive third party supplier. Revenue is not recorded for the sale of the electricity commodity to customers who have contracted separately with these suppliers, only the delivery to a customer, as the utility is acting as an agent on behalf of the third party supplier.

Wholesale Transmission Revenues: The Eversource electric transmission-owning companies (CL&P, NSTAR Electric and PSNH) each own and maintain transmission facilities that are part of an interstate power transmission grid over which electricity is transmitted throughout New England. CL&P, NSTAR Electric and PSNH, as well as most other New England utilities, are parties to a series of agreements that provide for coordinated planning and operation of the region's transmission facilities and the rules by which they acquire transmission services. The Eversource electric transmission-owning companies have a combination of FERC-approved regional and local formula rates that work in tandem to recover all their transmission costs. These rates are part of the ISO-NE Tariff. Regional rates recover the costs of higher voltage transmission facilities that benefit the region and are collected from all New England transmission customers, including the Eversource distribution businesses. Eversource's local rates recover the companies' total transmission revenue requirements, less revenues received from regional rates and other sources, and are collected from Eversource's distribution businesses and other transmission customers. The distribution businesses of Eversource, in turn, recover the FERC approved charges from retail customers through annual or semiannual tracking mechanisms, which are retail tariff sales.

The utility's performance obligation for regulated wholesale transmission sales is to provide transmission services to the customer as demanded. The promise to provide transmission service represents a single performance obligation. The transaction prices are the transmission rate formulas as defined by the ISO-NE Tariff and are regulated and established by FERC. Wholesale transmission revenue is recognized over time as the performance obligation is completed, which occurs as transmission services are provided to customers. The revenue is recognized based on the output method. Each Eversource utility is entitled to be compensated for performance completed to date (e.g., use of the transmission system by the customer).

Wholesale Market Sales Revenues: Wholesale market sales transactions include sales of energy and energy-related products into the ISO-NE wholesale electricity market, sales of natural gas to third party marketers, and also the sale of RECs to various counterparties. ISO-NE oversees the region's wholesale electricity market and administers the transactions and terms and conditions, including payment terms, which are established in the ISO-NE tariff, between the buyers and sellers in the market. Pricing is set by the wholesale market. The wholesale transactions in the ISO-NE market occur on a day-ahead basis or a real-time basis (daily) and are, therefore, short-term. Transactions are tracked and reported by ISO-NE net by the hour, which is the net hourly position of energy sales and purchases by each market participant. Beginning in the first quarter of 2018, the performance obligation for ISO-NE energy transactions is defined to be the net by hour transaction. Revenue is recognized when the performance obligation for these energy sales transactions is satisfied, when the sale occurs and the energy is transferred to the customer. For sales of natural gas, transportation, and natural gas pipeline capacity to third party marketers, revenue is recognized when the performance obligation is satisfied at the point in time the sale occurs and the natural gas or related product is transferred to the marketer. RECs are sold to various counterparties, and revenue is recognized when the performance obligation is satisfied upon transfer of title to the customer through the New England Power Pool Generation Information System.

Other Revenue from Contracts with Customers: Other revenue from contracts with customers primarily includes property rentals that are not deemed leases. These revenues are generally recognized on a straight-line basis over time as the service is provided to the customer.

Reserve for Revenue Subject to Refund: Current base rates include an estimate of income taxes, which was based on the U.S. federal corporate income tax rate in effect at the time of the rate proceeding. In the first quarter of 2018, Eversource established a reserve of $26.0 million, recorded as a reduction to revenue, to reflect the difference between the 35 percent federal corporate income tax rate included in rates charged to customers and the 21 percent federal income tax rate, effective January 1, 2018 as a result of the Tax Cuts and Jobs Act. Eversource will refund these amounts to customers through various rate mechanisms in the future. Effective February 1, 2018, NSTAR Electric's base rates charged to customers have been adjusted to reflect the new federal income tax rate, and effective May 1, 2018, CL&P's rates charged to customers reflect the new income tax rate.

Alternative Revenue Programs: In accordance with accounting guidance for rate-regulated operations, certain of Eversource's utilities' rate making mechanisms qualify as alternative revenue programs ("ARPs") if they meet specified criteria, in which case revenues may be recognized prior to billing based on allowed levels of collection in rates. Eversource's utility companies recognize revenue and record a regulatory asset or liability once the condition or event allowing for the automatic adjustment of future rates occurs. ARP revenues include both the recognition of the deferral adjustment to ARP revenues, when the regulator-specified condition or event allowing for additional billing or refund has occurred, and an equal and offsetting reversal of the ARP deferral to revenues as those amounts are reflected in the price of service in subsequent periods.

Eversource’s ARPs include the revenue decoupling mechanism and annual reconciliation adjustment to transmission formula rates, described below.

Certain Eversource electric, natural gas and water companies, including CL&P and NSTAR Electric, have revenue decoupling mechanism approved by a regulatory commission ("decoupled companies"). Decoupled companies’ distribution revenues are not directly based on sales volumes. The decoupled companies reconcile their annual base distribution rate recovery to pre-established levels of baseline distribution delivery service revenues, with any difference between the allowed level of distribution revenue and the actual amount realized adjusted through subsequent rates.

The transmission formula rates provide for the annual reconciliation and recovery or refund of estimated costs to actual costs. The financial impacts of differences between actual and estimated costs are deferred for future recovery from, or refund to, transmission customers. This transmission deferral reconciles billed transmission revenues to the revenue requirement for our transmission businesses.

Other Revenues: Other Revenues include certain fees charged to customers and lease revenue that are not considered revenue from contracts with customers.

Intercompany Eliminations: Intercompany eliminations are primarily related to the Eversource electric transmission revenues that are derived from ISO-NE regional transmission charges to the distribution businesses of CL&P, NSTAR Electric and PSNH that recover the costs of the wholesale transmission business and revenues from Eversource's service company. Intercompany revenues and expenses between the Eversource wholesale transmission businesses and the Eversource distribution businesses and from Eversource's service company are eliminated in consolidation and included in "Eliminations" in the table above.

Receivables: Receivables, Net on the balance sheet include trade receivables from our retail customers and receivables arising from ISO-NE billing related to wholesale transmission contracts and wholesale market transactions, sales of natural gas and capacity to marketers, sales of RECs, and property rentals. In general, retail tariff customers and wholesale transmission customers are billed monthly and the payment terms are generally due and payable upon receipt of the bill.

Unbilled Revenues on the balance sheet represent estimated amounts due from retail customers for electricity, natural gas or water delivered to customers but not yet billed. The utility company has satisfied its performance obligation and the customer has received and consumed the commodity as of the balance sheet date, and therefore, the utility company records revenue for those services in the period the services were provided. Only the passage of time is required before the company is entitled to payment for the satisfaction of the performance obligation. Payment from customers is due monthly as services are rendered and amounts are billed. Actual amounts billed to customers when meter readings become available may vary from the estimated amount.

Unbilled revenues are recognized by allocating estimated unbilled sales volumes to the respective customer classes, and then applying an estimated rate by customer class to those sales volumes. Unbilled revenue estimates reflect seasonality, weather, customer usage patterns, customer rates in effect for customer classes, and the timing of customer billing. The companies that have a decoupling mechanism record a regulatory deferral to reflect the actual allowed amount of revenue associated with their respective decoupled distribution rate design.

Practical Expedients: Eversource has elected practical expedients in the accounting guidance that allow the company to record revenue in the amount that the company has a right to invoice, if that amount corresponds directly with the value to the customer of the company's performance to date, and not to disclose related unsatisfied performance obligations. Retail and wholesale transmission tariff sales fall into this category, as these sales are recognized as revenue in the period the utility provides the service and completes the performance obligation, which is the same as the monthly amount billed to customers. There are no other material revenue streams for which Eversource has unsatisfied performance obligations.

~~15.~~16. SEGMENT INFORMATION

Presentation: Eversource is organized among the Electric Distribution, Electric Transmission, ~~and~~ Natural Gas Distribution and Water Distribution reportable segments and Other based on a combination of factors, including the characteristics of each segments' services, the sources of operating revenues and expenses and the regulatory environment in which each segment operates. These reportable segments represent substantially all of Eversource's total consolidated revenues. Revenues from the sale of electricity, ~~and~~ natural gas and water primarily are derived from residential, commercial and industrial customers and are not dependent on any single customer. The Electric Distribution reportable segment includes the results of PSNH's generation ~~activities~~facilities and NSTAR Electric's solar power facilities. Eversource's reportable segments are determined based upon the level at which Eversource's chief operating decision maker assesses performance and makes decisions about the allocation of ~~NSTAR Electric, PSNH and WMECO.~~ company resources. On December 4, 2017, Eversource acquired Aquarion, which was considered to be a new operating segment, water distribution. Though the water distribution segment does not meet quantitative thresholds under the segment reporting accounting guidance, based on qualitative factors including the nature of the water distribution business, Water Distribution was deemed a reportable segment beginning in the first quarter of 2018.

The remainder of Eversource's operations is presented as Other in the tables below and primarily consists of 1) the equity in earnings of Eversource parent from its subsidiaries and intercompany interest income, both of which are eliminated in consolidation, and interest expense related to the debt of Eversource parent, 2) the revenues and expenses of Eversource Service, most of which are eliminated in consolidation, 3) the operations of CYAPC and YAEC, and 4) the results of other unregulated subsidiaries, which are not part of its core business. In addition, Other in the tables below includes Eversource parent's equity ownership interests in certain natural gas pipeline projects owned by Enbridge, Inc., the Bay State Wind project, a renewable energy investment fund, and two companies that transmit hydroelectricity imported from the Hydro-Quebec system in Canada. In the ordinary course of business, Yankee Gas and NSTAR Gas purchase natural gas transmission services from the Enbridge, Inc. natural gas pipeline projects described above. These affiliate transaction costs total approximately $62.5 million annually and are classified as Purchased Power, Fuel and Transmission on the Eversource statements of income.

Each of Eversource's subsidiaries, including CL&P, NSTAR Electric and PSNH, has one reportable segment.

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.

Eversource's reportable segments are determined based upon the level at which Eversource's chief operating decision maker assesses performance and makes decisions about the allocation of company resources. Each of Eversource's subsidiaries, including CL&P, NSTAR Electric, PSNH and WMECO, has one reportable segment. Eversource's operating segments and reporting units are consistent with its reportable business segments.

~~Eversource's~~ segment information is as follows:


	For the Three Months Ended September 30, 2017
Eversource (Millions of Dollars)	Electric Distribution			Natural Gas Distribution			Electric Transmission			Other			Eliminations			Total
Operating Revenues	$	1,547.1		$	109.2		$	328.5		$	224.2		$	(220.5	)	$	1,988.5
Depreciation and Amortization	(159.6		)	(15.2		)	(52.6		)	(9.5		)	0.6			(236.3		)
Other Operating Expenses	(1,088.7		)	(95.5		)	(95.5		)	(190.0		)	220.1			(1,249.6		)
Operating Income/(Loss)	$	298.8		$	(1.5	)	$	180.4		$	24.7		$	0.2		$	502.6
Interest Expense	$	(51.3	)	$	(10.8	)	$	(29.2	)	$	(21.8	)	$	4.4		$	(108.7	)
Other Income, Net	7.7			0.3			8.5			267.5			(262.8		)	21.2
Net Income/(Loss) Attributable to Common Shareholders	157.4			(6.2		)	99.0			268.4			(258.2		)	260.4

	For the Nine Months Ended September 30, 2017																		For the Three Months Ended March 31, 2018 ⁽¹⁾
Eversource (Millions of Dollars)	Electric Distribution			Natural Gas Distribution			Electric Transmission			Other			Eliminations			Total			Electric Distribution			Natural Gas Distribution			Electric Transmission			Water Distribution			Other			Eliminations			Total
Operating Revenues	$	4,224.2		$	698.8		$	970.0		$	677.5		$	(714.0	)	$	5,856.5		$	1,754.6		$	424.9		$	305.0		$	44.6		$	230.9		$	(472.0	)	$	2,288.0
Depreciation and Amortization	(394.9		)	(54.8		)	(154.5		)	(26.7		)	1.7			(629.2		)	(144.4		)	(26.4		)	(56.6		)	(10.7		)	(12.0		)	0.6			(249.5		)
Other Operating Expenses	(3,056.0		)	(535.2		)	(280.4		)	(602.4		)	714.0			(3,760.0		)	(1,443.5		)	(312.6		)	(83.2		)	(23.9		)	(204.7		)	471.9			(1,596.0		)
Operating Income	$	773.3		$	108.8		$	535.1		$	48.4		$	1.7		$	1,467.3		$	166.7		$	85.9		$	165.2		$	10.0		$	14.2		$	0.5		$	442.5
Interest Expense	$	(149.0	)	$	(32.3	)	$	(86.1	)	$	(63.1	)	$	11.0		$	(319.5	)	$	(47.4	)	$	(11.1	)	$	(29.7	)	$	(8.4	)	$	(31.9	)	$	7.4		$	(121.1	)
Other Income, Net	15.2			0.8			20.1			853.9			(833.7		)	56.3			19.6			2.0			8.0			(0.6		)	360.1			(355.3		)	33.8
Net Income Attributable to Common Shareholders	393.4			49.1			289.6			839.5			(821.0		)	750.6			104.2			57.8			107.4			1.5			346.0			(347.4		)	269.5
Cash Flows Used for Investments in Plant	752.4			209.8			575.6			104.5			—			1,642.3			236.0			70.4			239.2			19.0			42.7			—			607.3


	For the Three Months Ended September 30, 2016
Eversource (Millions of Dollars)	Electric Distribution			Natural Gas Distribution			Electric Transmission			Other			Eliminations			Total
Operating Revenues	$	1,623.4		$	99.2		$	306.8		$	211.5		$	(201.2	)	$	2,039.7
Depreciation and Amortization	(154.8		)	(15.2		)	(47.1		)	(8.6		)	0.5			(225.2		)
Other Operating Expenses	(1,146.8		)	(87.8		)	(90.2		)	(179.3		)	199.5			(1,304.6		)
Operating Income/(Loss)	$	321.8		$	(3.8	)	$	169.5		$	23.6		$	(1.2	)	$	509.9
Interest Expense	$	(49.0	)	$	(10.2	)	$	(26.9	)	$	(15.1	)	$	1.3		$	(99.9	)
Other Income, Net	5.3			0.6			6.3			256.9			(255.5		)	13.6
Net Income/(Loss) Attributable to Common Shareholders	170.1			(7.0		)	88.4			268.5			(254.7		)	265.3

	For the Nine Months Ended September 30, 2016																		For the Three Months Ended March 31, 2017
Eversource (Millions of Dollars)	Electric Distribution			Natural Gas Distribution			Electric Transmission			Other			Eliminations			Total			Electric Distribution			Natural Gas Distribution			Electric Transmission			Water Distribution		Other			Eliminations			Total
Operating Revenues	$	4,362.6		$	622.3		$	892.5		$	636.8		$	(651.7	)	$	5,862.5		$	1,401.1		$	403.6		$	316.9		$	—	$	236.3		$	(252.8	)	$	2,105.1
Depreciation and Amortization	(380.9		)	(47.9		)	(137.7		)	(23.1		)	1.6			(588.0		)	(129.8		)	(21.7		)	(50.6		)	—		(9.2		)	0.5			(210.8		)
Other Operating Expenses	(3,230.1		)	(462.4		)	(245.7		)	(564.7		)	650.2			(3,852.7		)	(1,048.9		)	(290.2		)	(90.2		)	—		(216.8		)	252.8			(1,393.3		)
Operating Income	$	751.6		$	112.0		$	509.1		$	49.0		$	0.1		$	1,421.8		$	222.4		$	91.7		$	176.1		$	—	$	10.3		$	0.5		$	501.0
Interest Expense	$	(144.6	)	$	(30.8	)	$	(82.2	)	$	(45.8	)	$	4.8		$	(298.6	)	$	(48.2	)	$	(10.6	)	$	(28.1	)	$	—	$	(19.7	)	$	3.2		$	(103.4	)
Other Income, Net	11.6			0.5			14.2			781.4			(784.0		)	23.7			12.0			0.9			5.1			—		329.1			(325.5		)	21.6
Net Income Attributable to Common Shareholders	381.3			51.9			266.6			791.7			(778.4		)	713.1			114.1			50.8			94.2			—		322.2			(321.8		)	259.5
Cash Flows Used for Investments in Plant	570.9			170.3			536.2			81.8			—			1,359.2			236.2			64.5			192.6			—		30.3			—			523.6

⁽¹⁾

Effective January 1, 2018, upon implementation of the new revenue accounting guidance, the electric distribution segment is presented gross and intercompany transmission billings are presented in the eliminations column, as Eversource believes that the electric distribution segment acts as a principal, rather than an agent, in its contracts with retail customers. Retail customers contract directly with the electric distribution utility and do not differentiate between distribution and transmission services. Therefore, the electric distribution segment revenues, which are derived from retail customer billings, are presented gross of the eliminations. Prior to 2018, the electric distribution segment presented intercompany electric transmission billings net, based on indicators of net presentation prior to the new revenue guidance. See Note 15, "Revenues," regarding accounting for revenues.

The following table summarizes Eversource's segmented total assets:

Eversource
(Millions of Dollars)
Electric
Distribution

Natural Gas
Distribution
Electric
Transmission Other Eliminations Total
As of September 30, 2017 $ 18,826.0
$ 3,432.6
$ 9,290.3
$ 14,939.4
$ (13,324.7 ) $ 33,163.6
As of December 31, 2016 18,367.5
3,303.8
8,751.5
14,493.1
(12,862.7 ) 32,053.2



Eversource (Millions of Dollars)	Electric Distribution		Natural Gas Distribution		Electric Transmission		Water Distribution		Other		Eliminations			Total
As of March 31, 2018	$	21,167.9	$	3,636.8	$	9,833.2	$	2,487.9	$	16,586.5	$	(16,672.3	)	$	37,040.0
As of December 31, 2017	19,250.4		3,595.2		9,401.2		2,470.0		15,933.8		(14,430.2		)	36,220.4

17. ACQUISITION OF AQUARION

On December 4, 2017, Eversource acquired Aquarion from Macquarie Infrastructure Partners for $1.675 billion, a purchase price consisting of approximately $880 million in cash and $795 million of assumed Aquarion debt. Aquarion is a holding company primarily engaged, through its three separate regulated water utility subsidiaries, in the water collection, treatment and distribution business, and operates in Connecticut, Massachusetts and New Hampshire. These regulated utilities collect, treat and distribute water to residential, commercial and industrial customers, to other utilities for resale, and for private and municipal fire protection. Aquarion and its subsidiaries became wholly-owned subsidiaries of Eversource, and Eversource's consolidated financial information includes Aquarion and its subsidiaries' activity beginning December 4, 2017.

The approximate $880 million cash purchase price included the $745 million equity purchase price and a $135 million shareholder loan, paid at closing.

Purchase Price Allocation: The purchase price allocation reflects a measurement period adjustment recorded as of March 31, 2018 to revise the fair value of Aquarion's regulated debt. The $7.9 million increase to the fair value of Long-Term Debt and corresponding increase to Regulatory Assets, included within Other Noncurrent Assets, excluding Goodwill in the table below, will be amortized over the life of the related debt.

The preliminary allocation of the cash purchase price is as follows:



(Millions of Dollars)
Current Assets	$	41.2
PP&E	1,034.9
Goodwill	907.9
Other Noncurrent Assets, excluding Goodwill	215.5
Current Liabilities	(121.9		)
Noncurrent Liabilities	(421.6		)
Long-Term Debt	(778.3		)
Total Cash Purchase Price	$	877.7

EVERSOURCE ENERGY AND SUBSIDIARIES

Management'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 combined quarterly reports on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017,~~ as well as the Eversource ~~2016~~2017 Form 10-K. References in this combined Quarterly Report on Form 10-Q to "Eversource," the "Company," "we," "us," and "our" refer to Eversource Energy and its consolidated subsidiaries. All per-share amounts are reported on a diluted basis. The unaudited condensed consolidated financial statements of Eversource, NSTAR Electric and PSNH and the unaudited condensed financial statements of CL&P ~~and WMECO~~ are herein collectively referred to as the "financial statements."

Refer to the Glossary of Terms included in this combined Quarterly Report on Form 10-Q for abbreviations and acronyms used throughout this Management's Discussion and Analysis of Financial Condition and Results of Operations.

The only common equity securities that are publicly traded are common shares of Eversource. The earnings and EPS of each business discussed below do not represent a direct legal interest in the assets and liabilities of 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 calculated by dividing the Net Income Attributable to Common Shareholders of each business by the weighted average diluted Eversource common shares outstanding for the period. We use this non-GAAP financial measure to evaluate and provide details of earnings results by business. We believe that the non-GAAP presentation is a meaningful ~~representative~~representation of our financial performance and provides additional and useful information to readers of this report in analyzing historical and future performance by business. This non-GAAP financial measure should not be considered as an alternative to reported Net Income Attributable to Common Shareholders or EPS determined in accordance with GAAP as an indicator of operating performance.

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

~~cyber~~cyberattacks or breaches, including those resulting in the compromise of the confidentiality of our proprietary information and the personal information of our customers,

acts of war or terrorism, physical attacks or grid disturbances that may damage and disrupt our transmission and distribution systems,

ability or inability to commence and complete our major strategic development projects and opportunities,

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

substandard performance of third-party suppliers and service providers,

fluctuations in weather patterns, including extreme weather due to climate change,

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

increased conservation measures of customers and development of alternative energy sources,

contamination of or disruption in our water supplies,

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

~~fluctuations in weather patterns,~~

~~changes in laws, regulations or regulatory policy,~~

changes in levels or timing of capital expenditures,

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

~~developments~~changes in ~~legal~~laws, regulations or ~~public~~regulatory policy, ~~doctrines,~~

~~technological developments,~~including compliance with environmental laws and regulations,

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 and contain uncertainties that may materially affect our actual results, many of which are beyond our control. You should not place undue reliance on the forward-looking statements, as each speaks only as of the date on which such statement is made, and, except as required by federal securities laws, we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time and it is not possible for us to predict all of such factors, nor can we assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. For more information, see Item 1A, Risk Factors, included in this combined Quarterly Report on Form 10-Q and in Eversource's ~~2016~~2017 combined Annual Report on Form 10-K. This combined Quarterly Report on Form 10-Q and Eversource's ~~2016~~2017 combined Annual Report on Form 10-K also describe material contingencies and critical accounting policies in the accompanying Management's Discussion and Analysis of Financial Condition and Results of Operations and Combined Notes to Financial Statements. We encourage you to review these items.

Financial Condition and Business Analysis

Executive Summary

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

Results:

We earned ~~$260.4~~$269.5 million, or $0.85 per share, in the first quarter of 2018, compared with $259.5 million, or $0.82 per share, in the ~~third~~first quarter of 2017, and $750.6 million, or $2.36 per share, in the first nine months of 2017, compared with $265.3 million, or $0.83 per share, in the third quarter of 2016, and $713.1 million, or $2.24 per share, in the first nine months of 2016.2017.

Our electric distribution segment ~~which includes generation,~~ earned ~~$157.4~~$104.2 million, or ~~$0.50 per share, in the third quarter of 2017, and $393.4 million, or $1.24~~$0.33 per share, in the first ~~nine months~~quarter of ~~2017,~~2018, compared with ~~$170.1~~$114.1 million, or ~~$0.53 per share, in the third quarter of 2016, and $381.3 million, or $1.20~~$0.36 per share, in the first ~~nine months~~quarter of ~~2016.~~

2017. Our electric transmission segment earned ~~$99.0~~$107.4 million, or ~~$0.31 per share, in the third quarter of 2017, and $289.6 million, or $0.91~~$0.34 per share, in the first ~~nine months~~quarter of ~~2017,~~2018, compared with ~~$88.4~~$94.2 million, or ~~$0.28 per share, in the third quarter of 2016, and $266.6 million, or $0.84~~$0.30 per share, in the first ~~nine months~~quarter of ~~2016.~~

2017. Our natural gas distribution segment ~~had a net loss of $6.2~~earned $57.8 million, or ~~$0.02 per share, in the third quarter of 2017, and earnings of $49.1 million, or $0.15~~$0.18 per share, in the first ~~nine months~~quarter of ~~2017,~~2018, compared with ~~a net loss of $7.0 million, or $0.02 per share, in the third quarter of 2016, and earnings of $51.9~~$50.8 million, or $0.16 per share, in the first ~~nine months~~quarter of ~~2016.~~ 2017. Our water distribution segment earned $1.5 million in the first quarter of 2018.

Eversource parent and other companies ~~earned $10.2 million in the third quarter~~had a net loss of ~~2017 and $18.5~~$1.4 million in the first ~~nine months~~quarter of ~~2017,~~2018, compared with ~~$13.8 million in the third quarter~~earnings of ~~2016 and $13.3~~$0.4 million in the first ~~nine months~~quarter of ~~2016.~~2017.

Liquidity:

Cash flows provided by operating activities totaled ~~$1.49 billion~~$177.7 million in the first ~~nine months~~quarter of ~~2017,~~2018, compared with ~~$1.65 billion~~$445.3 million in the first ~~nine months~~quarter of ~~2016.~~2017. Investments in property, plant and equipment totaled ~~$1.64 billion~~$607.3 million in the first ~~nine months~~quarter of ~~2017,~~2018, compared with ~~$1.36 billion~~$523.6 million in the first ~~nine months~~quarter of ~~2016.~~2017. Cash and cash equivalents totaled ~~$125.8~~$303.8 million as of ~~September 30, 2017,~~March 31, 2018, compared with ~~$30.3~~$38.2 million as of December 31, ~~2016.~~2017.

In ~~2017,~~the first quarter of 2018, we issued ~~$2.5~~$1.15 billion of new long-term debt, consisting of ~~$1.2 billion~~$650 million by Eversource parent ~~$700~~and $500 million by ~~NSTAR Electric, $525 million by~~ CL~~&P, and $75 million by Yankee Gas.~~&P. Proceeds from these new issuances were used primarily to ~~pay~~repay short-term borrowings and ~~redeem~~repay long-term debt at maturity. In the first quarter of 2018, Eversource repaid, at maturity, $150 million of previously issued long-term debt at Eversource parent.

On ~~September 6, 2017,~~February 7, 2018, our Board of Trustees approved a common share dividend payment of ~~$0.475~~$0.505 per share, which was paid on ~~September 29, 2017~~March 30, 2018 to shareholders of record as of ~~September 19, 2017.~~March 6, 2018. On May 2, 2018, our Board of Trustees approved a common share dividend payment of $0.505 per share, payable on June 29, 2018, to shareholders of record as of May 24, 2018.

Strategic, Legislative, Regulatory, Policy and Other Items:

On ~~October 6, 2017,~~March 30, 2018, the NHSEC released its written decision to deny Northern Pass’ siting application. NPT reviewed the written decision and filed a motion for rehearing with the NHSEC on April 27, 2018. On March 28, 2018, based on the NHSEC’s oral decision on February 1, 2018, the Massachusetts EDCs, in coordination with the DOER and an independent evaluator, notified Northern Pass that the EDCs had terminated its conditional selection and all contract negotiations.

On April 2, 2018, Bay State Wind submitted to DEEP its proposal, called Constitution Wind, to deliver approximately 200 MW of energy through the development of an offshore wind project in the Bay State Wind lease area, which is incremental to the projects proposed in the Massachusetts RFP.

On March 27, 2018, the FERC ALJ issued an ~~order~~initial decision in the fourth complaint, finding that ~~did not accept~~ the NETOs June 5, 2017 filing to reinstate the base ROE of 11.14 percent with an associated ROE incentive cap of 13.5 percent. Therefore, the Company will continue to recognize transmission revenues as billed utilizing acurrent base ROE of 10.57 percent, ~~with~~which has an incentive cap ROE of 11.74 ~~percent.~~percent, is not unjust and not unreasonable.

On ~~October 12, 2017, PSNH filed~~April 18, 2018, PURA approved the CL&P distribution rate case settlement agreement, which included, among other things, rate increases of $64.3 million, $31.1 million, and $29.2 million, effective May 1, 2018, 2019, and 2020, respectively, an ~~application with~~authorized regulatory ROE of 9.25 percent, 53 percent common equity in CL&P's capital structure, and a new capital tracker for capital expenditures and for capital additions for system resiliency and grid modernization. In addition, the ~~NHPUC requesting approval of the sale of PSNH's thermal and hydroelectric power generation assets in New Hampshire~~rates charged to ~~private investors for a combined purchase price totaling $258 million.~~

On October 29, 2017, a storm delivered high winds and rain, causing extensive damage to our electric distribution systems across all three states. We estimate that more than 800,000 of our electric distribution customers were ~~without power during or following~~adjusted to reflect the ~~storm. Restoration costs cannot be estimated at this time. As~~impacts of a ~~result of~~lower federal income tax rate from the ~~extent of the damages, we expect the storm restoration costs will be material~~Tax Cuts and will exceed the criteria to be declared a major storm in Connecticut, New Hampshire, and Massachusetts and, as a result, we do not expect the storm to have a material impact on our results of operations.Jobs Act.

Overview

Consolidated: Below is a summary of our earnings by business, which also reconciles the non-GAAP financial measure of EPS by business to the most directly comparable GAAP measure of diluted EPS, for the ~~third~~first quarter of 2018 and ~~the first nine months of 2017 and 2016.~~2017.


	For the Three Months Ended September 30,								For the Nine Months Ended September 30,								For the Three Months Ended March 31,
	2017				2016				2017				2016				2018					2017
(Millions of Dollars, Except Per-Share Amounts)	Amount		Per Share		Amount		Per Share		Amount		Per Share		Amount		Per Share
(Millions of Dollars, Except Per Share Amounts)																	Amount			Per Share		Amount		Per Share
Net Income Attributable to Common Shareholders (GAAP)	$	260.4	$	0.82	$	265.3	$	0.83	$	750.6	$	2.36	$	713.1	$	2.24	$	269.5		$	0.85	$	259.5	$	0.82
Regulated Companies	$	250.2	$	0.79	$	251.5	$	0.79	$	732.1	$	2.30	$	699.8	$	2.20	$	270.9		$	0.85	$	259.1	$	0.82
Eversource Parent and Other Companies	10.2		0.03		13.8		0.04		18.5		0.06		13.3		0.04		(1.4		)	—		0.4		—
Net Income Attributable to Common Shareholders (GAAP)	$	260.4	$	0.82	$	265.3	$	0.83	$	750.6	$	2.36	$	713.1	$	2.24	$	269.5		$	0.85	$	259.5	$	0.82

Regulated Companies: Our ~~Regulated~~regulated companies ~~consist of~~comprise the electric distribution (including PSNH's remaining hydroelectric generation facilities and NSTAR Electric's solar power facilities), electric transmission, ~~and~~ natural gas distribution ~~segments. Generation activities of PSNH~~ and ~~WMECO are included in our electric~~water distribution ~~segment.~~segments. A summary of our segment earnings and EPS ~~for the third quarter and the first nine months of 2017 and 2016~~ is as follows:


	For the Three Months Ended September 30,												For the Nine Months Ended September 30,								For the Three Months Ended March 31,
	2017						2016						2017				2016				2018				2017
(Millions of Dollars, Except Per-Share Amounts)	Amount			Per Share			Amount			Per Share			Amount		Per Share		Amount		Per Share
(Millions of Dollars, Except Per Share Amounts)																					Amount		Per Share		Amount		Per Share
Electric Distribution	$	157.4		$	0.50		$	170.1		$	0.53		$	393.4	$	1.24	$	381.3	$	1.20	$	104.2	$	0.33	$	114.1	$	0.36
Electric Transmission	99.0			0.31			88.4			0.28			289.6		0.91		266.6		0.84		107.4		0.34		94.2		0.30
Natural Gas Distribution	(6.2		)	(0.02		)	(7.0		)	(0.02		)	49.1		0.15		51.9		0.16		57.8		0.18		50.8		0.16
Water Distribution																					1.5		—		N/A		N/A
Net Income - Regulated Companies	$	250.2		$	0.79		$	251.5		$	0.79		$	732.1	$	2.30	$	699.8	$	2.20	$	270.9	$	0.85	$	259.1	$	0.82

Our electric distribution segment earnings decreased $12.7 million in the third quarter of 2017, as compared to the third quarter of 2016, due primarily to lower sales volumes and demand revenues driven by the mild summer weather during the third quarter of 2017, primarily at NSTAR Electric, as well as higher property tax, depreciation and interest expense.

~~Our electric distribution segment earnings increased $12.1~~$9.9 million in the first ~~nine months~~quarter of ~~2017,~~2018, as compared to the first ~~nine months~~quarter of ~~2016,~~2017, due primarily to lower generation earnings due to the sale of PSNH's thermal generation assets on January 10, 2018, higher non-tracked operations and maintenance expense, higher depreciation expense, and higher property tax expense. The earnings decrease was partially offset by a lower ~~sales volumes driven by~~effective tax rate resulting from the ~~mild summer weather during the third quarter of 2017, primarily at NSTAR Electric, higher depreciation~~Tax Cuts and ~~interest expense, and lower generation earnings.~~Jobs Act.

Our electric transmission segment earnings increased ~~$10.6 million and $23.0~~$13.2 million in the ~~third~~first quarter ~~and first nine months~~ of ~~2017, respectively,~~2018, as compared to the ~~third~~first quarter ~~and first nine months~~ of ~~2016,~~2017, due primarily to a higher transmission rate base as a result of our continued investment in our transmission ~~infrastructure, partially offset by a lower benefit in the second quarter of 2017 related to the annual billing and cost reconciliation filing with the FERC.~~infrastructure.

Our natural gas distribution segment ~~results improved $0.8 million in the third quarter of 2017, as compared to the third quarter of 2016, and~~ earnings ~~decreased $2.8~~increased $7.0 million in the first ~~nine months~~quarter of ~~2017,~~2018, as compared to the first ~~nine months~~quarter of ~~2016. The decrease in the first nine months of~~ 2017, ~~was~~ due primarily to ~~higher depreciation expense,~~an increase in sales volumes and demand revenues driven by colder January weather in Connecticut in 2018, as compared to the same period in 2017, as well as growth in new customer base, and a lower effective tax rate resulting from the Tax Cuts and Jobs Act, partially offset by higher operations and maintenance ~~expense, and lower demand revenues in Connecticut driven by lower peak usage in 2017, as compared to 2016, as a result~~expense.

Our first quarter of ~~milder winter weather.~~2018 water distribution segment results reflect the earnings of the Aquarion water distribution business, which was acquired on December 4, 2017.

Eversource Parent and Other Companies: Eversource parent and other companies ~~earned $10.2 million in the third quarter~~had a net loss of ~~2017 and $18.5~~$1.4 million in the first ~~nine months~~quarter of ~~2017,~~2018, compared with ~~$13.8 million in the third quarter~~earnings of ~~2016 and $13.3~~$0.4 million in the first ~~nine months~~quarter of ~~2016.~~2017. The ~~improved year-to-date results were largely~~decrease in earnings was due primarily to ~~increased gains on investments recorded in 2017,~~higher interest expense, partially offset by ~~higher interest expense.~~a lower effective tax rate resulting from the Tax Cuts and Jobs Act.

Electric, ~~and~~ Natural Gas and Water Sales Volumes: Weather, fluctuations in energy supply costs, conservation measures (including utility-sponsored energy efficiency programs), and economic conditions affect customer energy ~~usage.~~usage and water consumption. Industrial sales volumes are less sensitive to temperature variations than residential and commercial sales volumes. In our service territories, weather impacts both electric and water sales volumes during the summer and both electric and natural gas sales volumes during the winter; however, natural gas sales volumes are more sensitive to temperature variations than are electric sales volumes. Customer heating or cooling usage may not directly correlate with historical levels or with the level of degree-days that occur.

Fluctuations in retail electric sales volumes at ~~NSTAR Electric and~~ PSNH impact earnings ("Traditional" in the table below). For CL&P and ~~WMECO,~~NSTAR Electric (effective February 1, 2018, as a result of the DPU-approved rate case decision), fluctuations in retail electric sales volumes do not impact earnings due to their respective regulatory commission approved distribution revenue decoupling mechanisms ("Decoupled" in the table below). These distribution revenues are decoupled from their customer sales volumes, which breaks the relationship between sales volumes and revenues recognized. For further information on NSTAR Electric's rate case, See "Regulatory Developments and Rate Matters - Massachusetts - NSTAR Electric Distribution Rate Case Decision" in this Management's Discussion and Analysis of Financial Condition and Results of Operations.

CL&P and ~~WMECO~~NSTAR Electric reconcile their annual base distribution rate recovery amounts to their respective pre-established levels of baseline distribution delivery service revenues of ~~$1.059~~approximately $1.1 billion (effective May 1, 2018) and ~~$132.4~~$947 million, respectively. Any difference between the allowed level of distribution revenue and the actual amount ~~incurred~~realized during a 12-month period is adjusted through rates in the following period.

Fluctuations in natural gas sales volumes in Connecticut impact earnings ("Traditional" in the table below). In Massachusetts, fluctuations in natural gas sales volumes do not impact earnings due to the DPU-approved natural gas distribution revenue decoupling mechanism approved in the last NSTAR Gas rate case decision ("Decoupled" in the table below). These distribution revenues are decoupled from their customer sales volumes, which breaks the relationship between sales volumes and revenues recognized.

Fluctuations in water sales volumes largely do not impact earnings as our Connecticut water distribution business is decoupled.

A summary of our retail electric GWh sales volumes, ~~and~~ our firm natural gas MMcf sales volumes, ~~as well as~~and our water MG sales volumes, and percentage changes, is as follows:

For the Three Months Ended September 30, 2017 Compared to 2016 For the Nine Months Ended September 30, 2017 Compared to 2016
Sales Volumes (GWh) Percentage Sales Volumes (GWh) Percentage
Electric 2017 2016 Decrease 2017 2016 Decrease
Traditional:
Residential 2,583
2,910
(11.2 )% 7,126
7,407
(3.8 )%
Commercial 4,291
4,525
(5.2 )% 12,058
12,376
(2.6 )%
Industrial 671
696
(3.6 )% 1,856
1,948
(4.7 )%
Total – Traditional 7,545
8,131
(7.2 )% 21,040
21,731
(3.2 )%

Decoupled:
Residential 2,972
3,398
(12.5 )% 8,334
8,750
(4.8 )%
Commercial 2,849
3,039
(6.3 )% 8,003
8,315
(3.8 )%
Industrial 730
776
(5.9 )% 2,054
2,170
(5.3 )%
Total – Decoupled 6,551
7,213
(9.2 )% 18,391
19,235
(4.4 )%
Total Sales Volumes 14,096
15,344
(8.1 )% 39,431
40,966
(3.7 )%


	For the Three Months Ended September 30, 2017 Compared to 2016				For the Nine Months Ended September 30, 2017 Compared to 2016				For the Three Months Ended March 31, 2018 Compared to 2017
	Sales Volumes (MMcf)		Percentage		Sales Volumes (MMcf)		Percentage		Electric					Firm Natural Gas						Water
Firm Natural Gas	2017	2016	Increase/(Decrease)		2017	2016	Increase/(Decrease)
									Sales Volumes (GWh)		Percentage Increase/ (Decrease)			Sales Volumes (MMcf)			Percentage Increase/ (Decrease)			Sales Volumes (MG)			Percentage Increase/ (Decrease)
									2018	2017 ⁽¹⁾			2018		2017		Percentage Increase/ (Decrease)		2018		2017 ⁽²⁾		Percentage Increase/ (Decrease)
Traditional:											Percentage Increase/ (Decrease)
Residential	1,036	956	8.4	%	10,138	10,109	0.3	%	1,543	1,404	9.9	%		7,429		7,093	4.7	%		313		285	9.8	%
Commercial	2,482	2,350	5.6	%	14,432	13,864	4.1	%	1,908	1,881	1.4	%		9,000		8,409	7.0	%		92		85	8.2	%
Industrial	2,032	1,964	3.5	%	7,663	7,597	0.9	%	396	415	(4.6	)%		4,044		3,403	18.8	%		62		62	—	%
Total – Traditional	5,550	5,270	5.3	%	32,233	31,570	2.1	%	3,847	3,700	4.0	%		20,473		18,905	8.3	%		467		432	8.1	%

Decoupled:
Residential	1,244	1,308	(4.9	)%	14,593	13,848	5.4	%	4,097	4,020	1.9	%		10,773		10,185	5.8	%		2,926		2,986	(2.0	)%
Commercial	2,314	2,147	7.8	%	15,072	15,019	0.4	%	4,484	4,649	(3.5	)%		9,460		9,130	3.6	%		1,204		1,218	(1.1	)%
Industrial	1,270	990	28.3	%	4,293	4,163	3.1	%	793	803	(1.2	)%		1,640		1,709	(4.0	)%		227		237	(4.2	)%
Total – Decoupled	4,828	4,445	8.6	%	33,958	33,030	2.8	%	9,374	9,472	(1.0	)%		21,873		21,024	4.0	%		4,357		4,441	(1.9	)%
Special Contracts ⁽¹⁾	1,147	1,208	(5.0	)%	3,495	3,507	(0.3	)%
Total – Decoupled and Special Contracts	5,975	5,653	5.7	%	37,453	36,537	2.5	%
Special Contracts ⁽³⁾									N/A	N/A	N/A			833		1,217	(31.6	)%		N/A		N/A	N/A
Total - Decoupled and Special Contracts									9,374	9,472	(1.0	)%		22,706		22,241	2.1	%		4,357		4,441	(1.9	)%
Total Sales Volumes	11,525	10,923	5.5	%	69,686	68,107	2.3	%	13,221	13,172	0.4	%		43,179		41,146	4.9	%		4,824		4,873	(1.0	)%

⁽¹⁾

In 2017 and in the month of January 2018, NSTAR Electric operated under two different rate structures (traditional and decoupled) based on its service territory geography. Effective February 1, 2018, NSTAR Electric operated entirely under a decoupled rate structure. The 2017 sales volumes for NSTAR Electric have been recast to present January 2017 as traditional and February through March 2017 as decoupled, to conform to the 2018 presentation for comparative purposes.


⁽²⁾	Eversource acquired its water distribution business on December 4, 2017. Prior year sales volumes have been presented for comparative purposes.


⁽³⁾	Special contracts are unique to ~~the~~Yankee Gas natural gas distribution customers who take service under such an arrangement and generally specify the amount of distribution revenue to be paid to Yankee Gas regardless of the customers' usage.

~~For the third quarter and the first nine months of 2017, retail~~Retail electric sales volumes at our electric utilities with a traditional rate structure ~~(NSTAR Electric and PSNH)~~ were ~~lower,~~higher in the first quarter of 2018, as compared to the ~~third~~first quarter ~~and first nine months~~ of ~~2016. Sales volumes were negatively impacted by the mild summer~~2017, due primarily to colder weather in ~~the third quarter~~January 2018, which was partially offset by milder weather in February and March of ~~2017,~~2018, as compared to the same ~~period~~periods in ~~2016, and lower customer usage driven by the impact of increased customer energy conservation efforts. Cooling~~2017. Heating degree days ~~for the first nine months~~in January of ~~2017~~2018 were ~~17.8~~21.7 percent ~~lower~~higher in the Boston metropolitan, ~~area~~ and ~~24.8~~for the first quarter of 2018 were 1.2 percent ~~lower~~higher in New Hampshire, as compared to the same ~~period~~periods in ~~2016.~~

2017.

On January 28, 2016, ~~Eversource received approval of~~the DPU approved a three-year energy efficiency plan for NSTAR Electric in Massachusetts, which ~~includes~~included recovery of LBR ~~at NSTAR Electric~~in its eastern Massachusetts service territory until ~~it is operating~~LBR was covered under a decoupled rate ~~structure. NSTAR Electric earns LBR related to reductions in sales volume as a result of successful energy efficiency programs. LBR is recovered from retail customers through current rates.~~structure, which occurred on February 1, 2018. NSTAR Electric recognized LBR of ~~$18.8~~$6.0 million ~~and $54.7~~in January 2018, compared to $17.2 million in the ~~third~~first quarter ~~and first nine months~~ of 2017, ~~respectively, compared to $17.4 million~~ and ~~$44.1 million in the third quarter and first nine months of 2016, respectively.~~no longer has an LBR mechanism effective February 1, 2018.

Our firm natural gas sales volumes are subject to many of the same influences as our retail electric sales volumes. In addition, they have benefited from customer growth inat both of our natural gas distribution companies. Consolidated firm natural gas sales volumes were higher in the first ~~nine months~~quarter of ~~2017,~~2018, as compared to the first ~~nine months~~quarter of ~~2016,~~2017, due primarily to ~~improved economic conditions across our service territories, partially offset by increased customer energy conservation efforts. The first quarter of 2017 mild winter weather was more than offset by~~ colder ~~than normal~~ weather in ~~the second quarter of 2017.~~January 2018. Heating degree days for the first ~~nine months~~quarter of ~~2017~~2018 were ~~2.2~~2.3 percent higher in Connecticut, as compared to the same period in ~~2016.~~2017.

~~Major Storm:~~ On October 29, 2017, a storm delivered high winds and rain, causing extensive damage to our electric distribution systems across all three states. We estimate that more than 800,000 of our electric distribution customers were without power during or following the storm. Restoration costs cannot be estimated at this time. As a result of the extent of the damages, we expect the storm restoration costs will be material and will exceed the criteria to be declared a major storm in Connecticut, New Hampshire, and Massachusetts and that each operating company will seek recovery of these costs through its applicable regulatory recovery process. As a result, all qualifying expenses prudently incurred during the storm will be deferred and recovered from customers. We do not expect the storm to have a material impact to the results of operations of CL&P, NSTAR Electric, PSNH or WMECO.

Liquidity

Consolidated: Cash and cash equivalents totaled ~~$125.8~~$303.8 million as of ~~September 30, 2017,~~March 31, 2018, compared with ~~$30.3~~$38.2 million as of December 31, ~~2016.~~2017. The increase in Cash and cash equivalents was due to the CL&P $500 million long-term debt issuance on March 28, 2018 that was primarily used to redeem $300 million of long-term debt that matured on May 1, 2018.

Long-Term ~~Debt Issuances:~~Debt: ~~In August 2017, CL&P issued $225 million of 4.30 percent 2014 Series A First~~The following table summarizes long-term debt issuances and ~~Refunding Mortgage Bonds due to mature in 2044.~~repayments:



(Millions of Dollars)	Issue Date	Issuances/(Repayments)			Maturity Date	Use of Proceeds
CL&P:
4.00% 2018 Series A First Mortgage Bonds	March 2018	$	500.0		2048	Repay long-term debt due to mature in 2018 and repay short-term borrowings
5.65% 2008 Series A First Mortgage Bonds ⁽¹⁾	May 2008	(300.0		)	2018	N/A
PSNH:
6.00% 2008 Series O First Mortgage Bonds ⁽¹⁾	May 2008	(110.0		)	2018	N/A
Eversource Parent:
2.50% Series I Senior Notes ⁽²⁾	January 2018	200.0			2021	Repay long-term debt due to mature in 2018 and repay short-term borrowings
3.30% Series M Senior Notes	January 2018	450.0			2028	Repay long-term debt due to mature in 2018
1.60% Series G Senior Notes ⁽³⁾	January 2015	(150.0		)	2018	N/A
1.45% Series E Senior Notes ⁽¹⁾	May 2013	(300.0		)	2018	N/A

⁽¹⁾ Represents a repayment at maturity paid on May 1, 2018.

⁽²⁾ These ~~bonds~~notes are part of the same series ~~of CL&P’s existing 4.30 percent bonds that were initially~~ issued by Eversource parent in ~~2014.~~March 2016. The aggregate outstanding principal amount for these ~~bonds~~notes is now ~~$475~~$450 million. ~~The proceeds, net of issuance costs, were used to refinance short-term debt and fund capital expenditures and working capital.~~

~~Long-Term Debt Repayments:~~⁽³⁾ ~~In September 2017, CL&P repaid~~Represents a repayment at maturity ~~$100 million of 5.75 percent 2007 Series C First Mortgage Bonds and PSNH repaid at maturity $70 million of 6.15 percent 2007 Series N First Mortgage Bonds.~~paid on January 15, 2018.

~~In October 2017, NSTAR Gas repaid at maturity $25 million of 7.04 percent Series M First Mortgage Bonds.~~

Commercial Paper Programs and Credit Agreements: Eversource parent has a $1.45 billion commercial paper program allowing Eversource parent to issue commercial paper as a form of short-term debt. As of September 30, 2017 and December 31, 2016, Eversource parent had $917.0 million and approximately $1.0 billion, respectively, in short-term borrowings outstanding under the Eversource parent commercial paper program, leaving $533.0 million and $428.0 million of available borrowing capacity as of September 30, 2017 and December 31, 2016, respectively. The weighted-average interest rate on these borrowings as of September 30, 2017 and December 31, 2016 was 1.34 percent and 0.88 percent, respectively. As of September 30, 2017, there were intercompany loans from Eversource parent of $202.3 million to PSNH, and $96.9 million to WMECO. As of December 31, 2016, there were intercompany loans from Eversource parent of $80.1 million to CL&P, $160.9 million to PSNH and $51.0 million to WMECO. Eversource parent, CL&P, PSNH, ~~WMECO,~~ NSTAR Gas and Yankee Gas are also parties to a five-year $1.45 billion revolving credit facility. The revolving credit facility terminates on ~~September 4, 2021. The revolving credit facility~~December 8, 2022 and serves to backstop Eversource parent's $1.45 billion commercial paper program.

~~Except~~The amount of borrowings outstanding and available under the commercial paper programs were as ~~described below, amounts~~follows:



	Borrowings Outstanding as of				Available Borrowing Capacity as of				Weighted-Average Interest Rate as of
	March 31, 2018		December 31, 2017		March 31, 2018		December 31, 2017		March 31, 2018		December 31, 2017
(Millions of Dollars)	March 31, 2018		December 31, 2017		March 31, 2018		December 31, 2017		March 31, 2018		December 31, 2017
Eversource Parent Commercial Paper Program	$	682.3	$	979.3	$	767.7	$	470.7	2.31	%	1.86	%
NSTAR Electric Commercial Paper Program	367.0		234.0		283.0		416.0		1.75	%	1.55	%

As a result of the ~~October 2017~~ Eversource parent long-term debt issuances on January 8, 2018, the net proceeds of which were used to repay short-term borrowings outstanding under its commercial paper program, $201.2 million of commercial paper borrowings under the Eversource parent commercial paper program ~~$898.8 million of short-term debt was~~were reclassified toas Long-Term Debt as of ~~September 30,~~December 31, 2017.

As of March 31, 2018, there were no intercompany loans from Eversource parent to CL&P and $271.3 million to PSNH. Intercompany loans from Eversource parent to other Eversource subsidiaries primarily included $276.3 million to Eversource Service as of March 31, 2018. As of December 31, 2017, there were intercompany loans from Eversource parent of $69.5 million to CL&P and $262.9 million to PSNH. Intercompany loans from Eversource parent to other Eversource subsidiaries primarily included $115.9 million to Eversource Service and $198.0 million to NSTAR Gas as of December 31, 2017. These intercompany loans from Eversource parent are included in Notes Payable to Eversource Parent and are classified in current liabilities on the respective subsidiary's balance sheets. Intercompany loans from Eversource parent are eliminated in consolidation on Eversource's balance sheets.

Cash Flows: Cash flows provided by operating activities totaled ~~$1.49 billion~~$177.7 million in the first ~~nine months~~quarter of ~~2017,~~2018, compared with ~~$1.65 billion~~$445.3 million in the first ~~nine months~~quarter of ~~2016.~~2017. The decrease in operating cash flows was due primarily to the $200.7 million net unfavorable impact as a result of the change in income tax payments made, or refunds received, in 2017 when compared to 2016. This unfavorable impact was primarily the result of the December 2015 legislation, which extended the accelerated deduction of depreciation from 2015 to 2019. The legislation resulted in a significant refund of approximately $275 million, which we received in the first quarter of 2016. Additionally, there was an increase of ~~$76.0~~$125.5 million in Pension and PBOP Plan cash contributions made in ~~the first nine months of 2017,~~2018, as compared to 2017, cash payments made for storm restoration costs of approximately $70 million, the ~~same period~~timing of collections of accounts receivable, and the change in ~~2016.~~income tax payments. Partially offsetting these ~~unfavorable impacts~~decreases was ~~the benefit related to~~ the timing of regulatory ~~recoveries and the timing of collections and payments of our working capital items, including accounts receivable and accounts payable.~~recoveries.

On ~~September 6, 2017,~~February 7, 2018, our Board of Trustees approved a common share dividend payment of ~~$0.475~~$0.505 per share, which was paid on ~~September 29, 2017~~March 30, 2018 to shareholders of record as of ~~September 19,~~March 6, 2018. In the first quarter of 2018, we paid cash dividends of $160.0 million, compared with $150.5 million in the first quarter of 2017. On May 2, 2018, our Board of Trustees approved a common share dividend payment of $0.505 per share, payable on June 29, 2018, to shareholders of record as of May 24, 2018.

In the first ~~nine months~~quarter of ~~2017,~~2018, CL&P, NSTAR Electric and PSNH ~~and WMECO~~ paid ~~$205.2~~$60.0 million, ~~$186.0 million, $23.9~~$161.0 million, and ~~$28.5~~$150.0 million, respectively, in common stock dividends to Eversource parent.

Investments in Property, Plant and Equipment on the statements of cash flows do not include amounts incurred on capital projects but not yet paid, cost of removal, AFUDC related to equity funds, and the capitalized portions of pension and PBOP expense. In the first ~~nine months~~quarter of ~~2017,~~2018, investments for Eversource, CL&P, NSTAR Electric, and PSNH ~~and WMECO~~ were ~~$1.64 billion, $621.9~~$607.3 million, ~~$358.0~~$202.1 million, ~~$215.5~~$192.0 million, and ~~$109.2~~$72.3 million respectively.

Business Development and Capital Expenditures

~~Aquarion: On June 2, 2017, Eversource announced that it had entered into an agreement to acquire Aquarion from Macquarie Infrastructure Partners for $1.675 billion, consisting~~Our consolidated capital expenditures, including amounts incurred but not paid, cost of ~~approximately $880~~removal, AFUDC, and the capitalized portions of pension and PBOP expense (all of which are non-cash factors), totaled $496.2 million in ~~cash~~the first quarter of 2018, compared to $446.4 million in the first quarter of 2017. These amounts included $30.9 million and ~~$795~~$21.5 million in the first quarter of ~~assumed Aquarion debt.~~2018 and 2017, respectively, related to information technology and facilities upgrades and enhancements, primarily at Eversource Service and The transaction requires approval from PURA, the DPU, the NHPUC, the Maine PUC, and the Federal Communications Commission, and is also subject to a review under the Hart-Scott-Rodino Act. On June 29, 2017, Eversource and Aquarion filed joint applications with regulatory agencies in Connecticut, Massachusetts, New Hampshire and Maine requesting approval of the transaction. With the exception of Massachusetts, all state and federal regulatory agency approvals have been received and the related review period has expired. The transaction is expected to close by December 31, 2017.Rocky River Realty Company.

~~Bay State~~Offshore Wind: Projects: Bay State Wind is a proposed offshore wind project being jointly developed by Eversource and Denmark-based ~~Ørsted (formerly known as DONG Energy).~~Ørsted. Bay State Wind will be located in a 300-square-mile area of the Atlantic Ocean approximately ~~15 to~~ 25 miles ~~south~~off the coast of ~~Martha's Vineyard~~Massachusetts that has the ultimate potential to generate ~~more than~~at least 2,000 MW of clean, renewable energy. ~~Both~~ Eversource and Ørsted each hold a 50 percent ownership interest in Bay State Wind.

In August 2016, Massachusetts passed clean energy legislation that requires EDCs to jointly solicit RFPs and enter into long-term contracts for offshore wind, creating RFP opportunities for projects like Bay State Wind. On June 29, 2017, the ~~Bureau of Ocean Energy Management ("BOEM") approved the project’s Site Assessment Plan ("SAP"), the first BOEM approval of an offshore wind SAP in the U.S.~~

~~On June 29, 2017, the~~ Massachusetts RFP was issued, seeking bids for a minimum of 400 MW of offshore wind capacity. The RFP ~~states~~stated that bids of up to 800 MW would be considered, provided they ~~demonstrate~~demonstrated significant net economic benefits to customers. On December 20, 2017, Bay State Wind submitted two proposals, one for 400 MW and the other for 800 MW, in response to the Massachusetts clean energy RFP. On April 17, 2018, in response to a request to update pricing as a result of the Tax Cuts and Jobs Act, Bay State Wind submitted a ~~Notice~~revised pricing proposal reflecting those impacts.

On January 31, 2018, DEEP issued a RFP seeking proposals for certain Class I energy sources. This RFP included a call for proposals providing up to 825,000 MWh per year (approximately 200 MW) of ~~Intent~~offshore wind energy. On April 2, 2018, Bay State Wind submitted to ~~Bid on July 26, 2017, and will submit a~~DEEP its proposal, bycalled Constitution Wind, to deliver approximately 200 MW of energy through the ~~December 20, 2017 due date.~~development of an offshore wind project in the Bay State Wind lease area, which is incremental to the projects proposed in the Massachusetts RFP.

~~Consolidated Capital Expenditures:~~For more information regarding the clean energy legislation, see "Regulatory Developments and Rate Matters – Connecticut – Clean Energy RFP" and "Regulatory Developments and Rate Matters – Massachusetts – Massachusetts RFPs" in this ~~Our consolidated capital expenditures, including amounts incurred but not paid, cost~~Management's Discussion and Analysis of ~~removal, AFUDC,~~Financial Condition and ~~the capitalized portions~~Results of pension expense (all of which are non-cash factors), totaled $1.69 billion in the first nine months of 2017, compared to $1.43 billion in the first nine months of 2016. These amounts included $97.8 million and $87.1 million in the first nine months of 2017 and 2016, respectively, related to information technology and facilities upgrades and enhancements, primarily at Eversource Service and The Rocky River Realty Company.Operations

Electric Transmission Business:

Our consolidated electric transmission business capital expenditures increased by ~~$40.9~~$31.3 million in the first ~~nine months~~quarter of ~~2017,~~2018, as compared to the first ~~nine months~~quarter of ~~2016.~~2017. A summary of electric transmission capital expenditures by company is as follows:


	For the Nine Months Ended September 30,				For the Three Months Ended March 31,
(Millions of Dollars)	2017		2016		2018		2017
CL&P	$	300.7	$	211.8	$	101.1	$	79.9
NSTAR Electric	108.5		162.6		53.7		57.8
PSNH	87.4		80.2		33.4		21.6
WMECO	70.9		75.7
NPT	32.1		28.4		12.1		9.7
Total Electric Transmission Segment	$	599.6	$	558.7	$	200.3	$	169.0

Northern Pass: Northern Pass is aEversource's planned 1,090 MW HVDC transmission line that will interconnect 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 has achieved several key milestones, including the following:

Receiving NHPUC approval on February 12, 2018 for the proposed lease of certain land and easement rights from PSNH to NPT, concluding that the lease is in the public interest;

Receiving the U.S. Forest Service Record of Decision on January 5, 2018, which allows NPT to install approximately 11 miles of underground transmission lines in areas along existing roads through the White Mountain National Forest;

Receiving the Province of Québec permit granted to HQ on December 21, 2017 to construct the hydroelectric transmission line that will ~~interconnect~~connect at the border of New Hampshire;

Receiving the DOE Record of Decision and Presidential Permit on November 16, 2017, which will allow construction of transmission facilities at the Québec-New Hampshire ~~border with a planned HQ HVDC transmission line.~~ border; and

~~On April 13, 2017,~~Receiving the ~~New Hampshire Site Evaluation Committee ("NH SEC") commenced final adjudicative hearings that, on August 31, 2017, were extended and will result in the issuance of a final order by March 31, 2018.~~

~~On August 10, 2017, the~~ DOE ~~issued the~~ final Environmental Impact Statement ~~for Northern Pass concluding~~issued on August 10, 2017, which concluded that the proposed Northern Pass route is the preferred alternative, providing substantial benefits with only minimal impacts. ~~Siting and permitting at both the state and federal levels is well advanced and the DOE is expected to issue the Presidential Permit for~~

On January 25, 2018, Northern Pass ~~during~~was selected from the ~~fourth quarter of 2017. Northern Pass is expected to be placed~~46 proposals submitted as the winning bidder in ~~service in the second half of 2020.~~

In August 2016, Massachusetts enacted clean energy legislation that requires EDCs to solicit proposals jointly and enter into long-term contracts for energy, such as hydropower. The RFP was issued on March 31, 2017 and on July 27, 2017, Eversource Energy Transmission Ventures, Inc. and HQ jointly submitted proposals for Northern Pass into the Massachusetts clean energy ~~RFP.~~request for proposal ("RFP"), which successfully positioned Northern Pass to provide a firm delivery of hydropower to Massachusetts. On February 1, 2018, the NHSEC voted to deny Northern Pass’ siting application. On March 30, 2018, the NHSEC released its written decision confirming this denial. NPT reviewed the written decision and filed a motion for rehearing with the NHSEC on April 27, 2018. On March 28, 2018, the Massachusetts EDCs, in coordination with the DOER and an independent evaluator, notified Northern Pass that the EDCs had terminated its conditional selection and all contract negotiations.

As of March 31, 2018, we had approximately $289 million in capitalized costs associated with Northern Pass. The NHSEC decision denying Northern Pass' siting application caused us to review the recoverability of our Northern Pass project costs. In this recoverability review, we estimated undiscounted expected project cash flows and compared the result to our estimated project costs to determine whether the recorded amount is recoverable. Our undiscounted cash flows were substantially in excess of our estimated project costs. We completed this analysis and concluded that our project costs are recoverable based on our expectation that the Northern Pass project remains probable of being placed in service.

Consistent with Eversource’s and HQ’s long-term relationship to bring clean energy into New England, Eversource and HQ remain committed to Northern Pass and the many benefits this project will bring to our customers and the region. If as a result of future events and changes in circumstances a new recoverability review were to conclude that our project costs are not recoverable, then we would reduce Northern Pass project costs to the estimated fair value, which could result in most of our $289 million of capitalized project costs being written off. Such a write off could have a material adverse effect on our financial position and results of operations.

For more information regarding the Massachusetts clean energy RFP, see "Regulatory Developments and Rate Matters - Massachusetts -Massachusetts RFPs" in this Management's Discussion and Analysis of Financial Condition and Results of Operations.

Greater Boston Reliability Solution: In February 2015, ISO-NE selected the Greater Boston and New Hampshire Solution (the "Solution"), proposed by Eversource and National Grid, to satisfy the requirements identified in the Greater Boston study. The Solution consists of a portfolio of electric transmission upgrades ~~covering~~in southern New Hampshire and northern Massachusetts and continuing into the greater Boston metropolitan area, of which 28 upgrades are in Eversource's service territory. The ~~NH SEC~~NHSEC issued its written order approving the New Hampshire upgrades on October 4, 2016. All of the New Hampshire upgrades, including the Merrimack Valley Reliability Project, have been completed and placed in service. We are currently pursuing the necessary regulatory and siting application approvals in Massachusetts. To date, we have received approval for ~~two~~four of these projects from the Massachusetts Energy Facilities Siting Board. Construction has also begun on ~~several~~multiple smaller projects, ~~not requiring siting approval.~~several of which have been placed in service. All upgrades are expected to be completed by the end of 2019. We estimate our portion of the investment in the Solution will be approximately $560 million, of which ~~$186.3~~$254.1 million has been capitalized through ~~September 30, 2017.~~March 31, 2018.

GHCC: The Greater Hartford Central Connecticut ("GHCC") projects, which have been approved by ISO-NE, consist of 27 projects with an expected investment of approximately $350 million that are expected to be placed in service through 2019. ~~Sixteen~~As of March 31, 2018, 18 projects have been placed in service, and ~~eight~~six projects are in active construction. As of ~~September 30, 2017,~~March 31, 2018, CL&P had capitalized ~~$192.3~~$216.0 million in costs associated with GHCC.

Seacoast Reliability Project: On April 12, 2016, PSNH filed a siting application with the ~~NH SEC~~NHSEC for the Seacoast Reliability Project, a 13-mile, 115kV transmission line within several New Hampshire communities, which proposes to use a combination of overhead, underground and underwater line design to help meet the growing demand for electricity in the Seacoast region. In June 2016, the ~~NH SEC~~NHSEC accepted ~~our~~the application as complete. ~~Due~~On February 28, 2018, the New Hampshire Department of Environmental Services issued a final decision and recommended approval of the application to ~~delays with~~ the ~~siting hearings, we now expect~~NHSEC. As a result, the ~~NH SEC~~NHSEC decision is expected in ~~mid-2018, and this~~late 2018 or early 2019. This project is ~~now expected~~scheduled to be completed by the end of 2019. We estimate ~~our~~the investment in this project to be approximately $84 million, of which ~~through September 30, 2017,~~ PSNH had capitalized ~~$19.7~~$25.5 million in ~~costs.~~costs through March 31, 2018.

Distribution Business:

A summary of distribution capital expenditures is as follows:

For the Nine Months Ended September 30,
(Millions of Dollars) CL&P NSTAR Electric PSNH WMECO Total Electric Natural Gas Total Electric and Natural Gas Distribution Segment
2017
Basic Business $ 161.8
$ 110.3
$ 52.5
$ 16.4
$ 341.0
$ 51.3
$ 392.3
Aging Infrastructure 127.4
49.6
63.9
16.3
257.2
149.6
406.8
Load Growth ⁽¹⁾
41.0
53.2
14.1
(1.5 ) 106.8
30.6
137.4
Total Distribution 330.2
213.1
130.5
31.2
705.0
231.5
936.5
Generation ⁽²⁾
—
24.6
6.7
20.9
52.2
—
52.2
Total Electric and Natural Gas Distribution Segment $ 330.2
$ 237.7
$ 137.2
$ 52.1
$ 757.2
$ 231.5
$ 988.7

2016
Basic Business $ 127.0
$ 87.7
$ 46.8
$ 10.7
$ 272.2
$ 48.9
$ 321.1
Aging Infrastructure 97.4
57.8
61.9
17.6
234.7
103.0
337.7
Load Growth ⁽¹⁾
31.9
48.1
11.8
(2.5 ) 89.3
28.3
117.6
Total Distribution 256.3
193.6
120.5
25.8
596.2
180.2
776.4
Generation —
—
8.5
—
8.5
—
8.5
Total Electric and Natural Gas Distribution Segment $ 256.3
$ 193.6
$ 129.0
$ 25.8
$ 604.7
$ 180.2
$ 784.9

⁽¹⁾ For the nine months ended September 30, 2017 and September 30, 2016, WMECO had $11.0 million and $6.4 million, respectively, of total contributions in aid of construction, which were credits to capital expenditures for those periods.

⁽²⁾ ~~In 2017, NSTAR Electric and WMECO incurred capital expenditures related to the construction of solar generation facilities.~~



	For the Three Months Ended March 31,
(Millions of Dollars)	CL&P		NSTAR Electric		PSNH		Total Electric		Natural Gas		Water		Total
2018
Basic Business	$	49.8	$	38.7	$	17.6	$	106.1	$	10.0	$	2.2	$	118.3
Aging Infrastructure	22.7		20.1		19.9		62.7		28.7		9.2		100.6
Load Growth and Other	13.3		2.7		3.6		19.6		4.7		0.4		24.7
Total Distribution	85.8		61.5		41.1		188.4		43.4		11.8		243.6
Generation	—		21.0		0.4		21.4		—		—		21.4
Total	$	85.8	$	82.5	$	41.5	$	209.8	$	43.4	$	11.8	$	265.0

2017
Basic Business	$	42.9	$	35.3	$	17.8	$	96.0	$	15.8	N/A		$	111.8
Aging Infrastructure	40.6		18.9		19.4		78.9		29.0		N/A		107.9
Load Growth and Other	9.5		13.5		4.3		27.3		6.0		N/A		33.3
Total Distribution	93.0		67.7		41.5		202.2		50.8		N/A		253.0
Generation	—		0.6		2.3		2.9		—		N/A		2.9
Total	$	93.0	$	68.3	$	43.8	$	205.1	$	50.8	N/A		$	255.9

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, plant substations, underground cable replacement, and equipment failures. Load growth and other includes requests for new business and capacity additions on distribution lines and substation additions and expansions.

For the natural gas distribution ~~segment,~~business, basic business addresses daily operational needs including meters, pipe relocations due to public works projects, vehicles, and tools. Aging infrastructure projects seek to improve the reliability of the system through enhancements related to cast iron and bare steel replacement of main and services, corrosion mediation, and station upgrades. Load growth and other reflects growth in existing service territories including new developments, installation of services, and expansion.

~~The natural gas~~For the water distribution ~~segment's capital spending program increased by $51.3 million~~business, basic business addresses daily operational needs including periodic meter replacement, water main relocation, facility maintenance, and tools. Aging infrastructure relates to reliability and the replacement of water mains, regulators, storage tanks, pumping stations, wellfields, reservoirs, and treatment facilities. Load growth and other reflects growth in ~~the first nine months~~our territory including improvements to acquisitions, installation of ~~2017, as compared to the first nine months~~new services, and interconnections of 2016, primarily due to an increased investment in system replacement and reliability, as well as upgrades to our LNG facilities. We expect the LNG facility upgrades to cost approximately $200 million and to be placed in service in late 2019.systems.

FERC Regulatory Matters

FERC ROE Complaints: Four separate complaints have been filed at the FERC by combinations of New England state attorneys general, state regulatory commissions, consumer advocates, consumer groups, municipal parties and other parties (collectively the "Complainants"). In each of the first three complaints, filed on October 1, 2011, December 27, 2012, and July 31, 2014, respectively, the Complainants challenged the NETOs' base ROE of 11.14 percent that had been utilized since 2005 and sought an order to reduce it prospectively from the date of the final FERC order and for the separate 15-month complaint periods. In

The ROE billed during the ~~fourth~~period October 1, 2011 (beginning of the first complaint ~~filed April 29, 2016, the Complainants challenged the NETOs'~~period) through October 15, 2014 consisted of a base ROE of 11.14 percent and incentives up to 13.1 percent. On October 16, 2014, the FERC set the base ROE at 10.57 percent and the maximum ROE for transmission incentive ("incentive cap") ofat 11.74 percent ~~asserting that these ROEs were unjust and unreasonable.~~

~~In response to appeals of the FERC decision in~~for the first complaint ~~filed~~period. This was also effective for all prospective billings to customers beginning October 16, 2014. This FERC order was vacated on April 14, 2017 by ~~the NETOs and the Complainants,~~ the U.S. Court of Appeals for the D.C. Circuit (the "Court") issued a decision on April 14, 2017 vacating and remanding the FERC's decision. The Court found that the FERC failed to make an explicit finding that the 11.14 percent base ROE was unjust and unreasonable, as required under Section 206 of the Federal Power Act, before it set a new base ROE. The Court also found that the FERC did not provide a rational connection between the record evidence and its decision to select the midpoint of the upper half of the zone of reasonableness for the new base ROE..

~~On May 26, 2017, the Chief Administrative Law Judge ("ALJ") issued an order that the fourth complaint will continue to trial in December 2017 with an ALJ initial decision expected in March of 2018.~~

~~A summary of the four separate complaints and the base ROEs pertinent to those complaints are as follows:~~

Complaint
15-Month Time Period
of Complaint
(Beginning as of Complaint Filing Date)
Original Base ROE Authorized by FERC at Time of Complaint
Filing Date ⁽¹⁾
Base ROE Subsequently Authorized by FERC for First Complaint Period and also Effective from
October 16, 2014 through April 14, 2017 ⁽¹⁾
Reserve
(Pre-Tax and Excluding Interest) as of September 30, 2017
(in millions)

FERC ALJ Recommendation of Base ROE on Second and
Third Complaints
(Issued March 22, 2016)
First 10/1/2011 - 12/31/2012 11.14% 10.57% $—
⁽²⁾
N/A
Second 12/27/2012 - 3/26/2014 11.14% N/A 39.1
⁽³⁾
9.59%
Third 7/31/2014 - 10/30/2015 11.14% 10.57% — 10.90%
Fourth 4/29/2016 - 7/28/2017 10.57% 10.57% — N/A

⁽²⁾ ~~CL&P, NSTAR Electric, PSNH and WMECO have refunded all~~All amounts associated with the first complaint period ~~totaling $38.9~~have been refunded. Eversource has recorded a reserve of $39.1 million (pre-tax and excluding interest) ~~at Eversource (consisting~~for the second complaint period as of ~~$22.4 million at CL&P, $8.4 million at NSTAR Electric, $2.8 million at PSNH, and $5.3 million at WMECO), reflecting both the base ROE and incentive cap prescribed by the FERC order.~~

⁽³⁾ ~~The~~March 31, 2018. This reserve represents the difference between the ~~ROEs~~ billed rates during the second complaint period and a 10.57 percent base ROE and 11.74 percent incentive cap. The reserve consisted of $21.4 million for CL&P, ~~$8.5~~$14.6 million for NSTAR Electric and $3.1 million for PSNH ~~and $6.1 million for WMECO~~ as of ~~September 30, 2017.~~March 31, 2018.

~~On June 5, 2017,~~

In the ~~NETOs, including Eversource, submitted a filing to~~fourth complaint, filed April 29, 2016, the ~~FERC to reinstate~~Complainants challenged the NETOs' base ROE of ~~11.14~~10.57 percent ~~with an associated ROE~~and the incentive cap of 13.5 percent effective June 8, 2017, as these were the last ROEs lawfully in effect for transmission billing purposes prior to the FERC order vacated by the Court on April 14, 2017. On October 6, 2017, the FERC did not accept the NETOs filing, temporarily leaving in place the ROEs (10.57 percent base ROE with an 11.74 percent, ~~incentive cap ROE) set in the first complaint proceeding until the FERC addresses the Court’s decision.~~

~~On October 5, 2017 the NETOs filed a series of motions, requesting~~asserting that the FERC dismiss the four complaint proceedings. Alternatively, if the FERC does not dismiss the proceedings, the NETOs requested that the FERC consolidate all four complaint proceedings for expeditious resolution and/or stay the trial inthese ROEs were unjust and unreasonable. Hearings on the fourth complaint ~~proceeding~~were held in December 2017 before the FERC Administrative Law Judge ("ALJ"). On March 27, 2018, the FERC ALJ issued an initial decision in that complaint, finding that the current base ROE of 10.57 percent, which has an incentive cap ROE of 11.74 percent, is not unjust and ~~resolve it based on the standards set in the April 14, 2017 Court decision.~~not unreasonable.

The average impact of a 10 basis point change to the base ROE for each of the 15-month complaint periods would affect Eversource's after-tax earnings by approximately $3 million.

~~NSTAR Electric and WMECO Merger FERC Filings:~~ On January 13, 2017, Eversource made two filings with FERC related to the proposed merger of WMECO into NSTAR Electric with an anticipated effective date of December 31, 2017. One filing requests FERC approval of the merger, and the other filing requests FERC approval of NSTAR Electric's assumption of WMECO's short-term debt obligations. The FERC approved the merger on March 2, 2017 and will act on the assumption of debt filing by the end of 2017.

Regulatory Developments and Rate Matters

Electric, ~~and~~ Natural Gas and Water Base Distribution Rates:

The ~~Regulated~~regulated companies’ distribution rates are set by their respective state regulatory commissions, and their tariffs include mechanisms for periodically adjusting their rates for the recovery of specific incurred costs. Other than as described below, for the first ~~nine months~~quarter of ~~2017,~~2018, changes made to the ~~Regulated~~regulated companies’ rates did not have a material impact on their earnings, financial position, or cash flows. For further information, see "Financial Condition and Business Analysis – Regulatory Developments and Rate Matters" included in Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations," of the Eversource ~~2016~~2017 Form 10-K.

U.S. Federal Corporate Income Taxes:

On December 22, 2017, the Tax Cuts and Jobs Act became law, which amended existing federal tax rules and included numerous provisions that impacted corporations. In particular, this act reduced the U.S. federal corporate income tax rate from 35 percent to 21 percent effective January 1, 2018. For our regulated companies, the most significant changes will be (1) the benefit of incurring a lower federal income tax expense, which we expect to be passed back to customers, and (2) the provisional regulated excess ADIT liabilities that we expect will benefit our customers in future periods, which were estimated to be approximately $2.9 billion and recognized as regulatory liabilities as of March 31, 2018.

We are currently working with our state regulatory commissions, who have opened investigations to examine the impact of this act on customer rates. As part of this regulatory process, each of our utility companies is quantifying, or has quantified, the refund amount being deferred in current rates and the excess ADIT, and is working on proposals with estimated timing to refund these amounts to customers, which will be, or have already been, submitted in filings to the state regulatory commissions. On March 15, 2018, the FERC issued a notice requesting comments from FERC-regulated utilities on whether and how the FERC should address changes in ADIT as a result of this act. Effective January 1, 2018, the transmission formula rates were updated to reflect the lower income tax expense that resulted from the act's reduction to the U.S. corporate federal income tax rate, which impacts only the revenue we currently bill customers, not the excess ADIT.

We will continue to evaluate the impacts of the Tax Cuts and Jobs Act on our statement of financial position, results of operations, and cash flows. The impacts will vary depending on the ultimate amount and timing of when certain income tax benefits will benefit our customers, and will vary by jurisdiction.

Major Storms:

A storm must meet certain criteria to qualify as a major storm with the criteria specific to each state jurisdiction and utility company. Once a storm qualifies as a major storm, all qualifying expenses incurred during storm restoration efforts are deferred and recovered from customers. In March 2018, several significant storms caused extensive damage to our electric distribution systems and significant customer outages across all three states, resulting in deferred storm restoration costs of approximately $156 million ($52 million for CL&P, $100 million for NSTAR Electric, and $4 million for PSNH). Management believes the storm restoration costs were prudent and meet the criteria for specific cost recovery in Connecticut, Massachusetts and New Hampshire, and that recovery from customers is probable through the applicable regulatory recovery process.

Connecticut:

CL&P Rate Case Settlement:On April ~~20, 2017,~~18, 2018, PURA approved the ~~joint request of~~distribution rate case settlement agreement that was reached by CL&P, the ~~Connecticut Office~~Prosecutorial Unit of ~~Consumer Counsel~~PURA, and the ~~Connecticut Attorney General to amend the deadline to establish new electric~~OCC on December 15, 2017, as amended on March 23, 2018. The distribution ~~rates in the 2012 Connecticut merger~~rate case settlement ~~agreemen~~t ~~from "no later than December 1, 2017" to "no later than July 1, 2018." On October 27, 2017, CL&P filed a letter~~agreement included, among other things, rate increases of ~~intent with PURA to request a rate increase of $255.8~~$64.3 million, ~~$45~~$31.1 million, and ~~$36~~$29.2 million, effective May 1, 2018, 2019, and 2020, ~~respectively.~~respectively, an authorized regulatory ROE of 9.25 percent, 53 percent common equity in CL&P's capital structure, and a new capital tracker for capital expenditures and for capital additions for system resiliency and grid modernization. In addition, the rates charged to customers were adjusted to reflect the impacts of a lower federal income tax rate from the Tax Cuts and Jobs Act. Amounts related to the excess ADIT liabilities will be addressed in a separate proceeding. The settlement agreement also incorporated $18.6 million of rate base recovery for catastrophic storms occurring after December 31, 2016, subject to a future storm filing.

Clean Energy RFP: On January 31, 2018, pursuant to Section 8 of Public Act 13-303, "An Act Concerning Connecticut's Clean Energy Goals," as amended by Section 10 of Public Act 17-144, "An Act Promoting the Use of Fuel Cells for Electric Distribution System Benefits and Reliability and Amending Various Energy-Related Programs and Requirements," DEEP issued the Connecticut Clean Energy RFP, seeking bids from developers of qualified offshore wind, fuel cell and anaerobic digestion Class I resources. The maximum authorized procurement for qualified clean energy and RECs is 899,250 MWh per year, of which no more than 825,000 MWh per year may be provided by offshore wind, which in aggregate is the equivalent to the output of an approximate 200 MW facility. Energy deliveries under any resulting agreement must begin no earlier than July 1, 2019 and no later than December 31, 2025. The Connecticut EDC's, including CL&P, will be part of the evaluation team responsible for conducting an evaluation and ranking bids received.

On April 2, 2018, Eversource and Ørsted submitted a proposal to the DEEP to deliver approximately 200 MW of energy and RECs from Constitution Wind, an offshore wind project to be developed in the Bay State Wind lease area. Constitution Wind is incremental to the Bay State Wind project proposed in Massachusetts. Selection of the winning proposals will be announced in June 2018 with contract execution in the summer of 2018.

Massachusetts:

~~Eversource and~~ NSTAR Electric ~~Boston Harbor Civil Action:~~Distribution Rate Case Decision: On ~~July 15, 2016,~~November 30, 2017, the ~~United States Attorney on behalf~~DPU issued its decision in the NSTAR Electric distribution rate case, which approved an annual distribution rate increase of $37 million, with rates effective February 1, 2018. On January 3, 2018, NSTAR Electric filed a motion to reflect a revenue requirement reduction of $56 million (due to the decrease in the federal corporate income tax rate, as part of the ~~United States Army Corps~~Tax Cuts and Jobs Act), resulting in an annual net decrease in rates of ~~Engineers filed a civil action~~$19 million. NSTAR Electric’s new rates took effect on February 1, 2018, following approval of NSTAR Electric’s compliance filing on February 2, 2018. The DPU also approved, in part, NSTAR Electric's request for recalculation, resulting in an increase in the ~~United States District Court for the District~~approved revenue requirement of Massachusetts under provisions of the Rivers and Harbors Act of 1899 and the Clean Water Act against NSTAR Electric, Harbor Electric Energy Company, a wholly-owned subsidiary of NSTAR Electric ("HEEC"), and the Massachusetts Water Resources Authority (together with NSTAR Electric and HEEC, the "Defendants"). The action alleged that the Defendants failed to comply with certain permitting requirements related to the placement of the HEEC-owned electric distribution cable beneath Boston Harbor. The action sought an order to compel HEEC to comply with cable depth requirements in the United States Army Corps of Engineers' permit or alternatively to remove the electric distribution cable and cease unauthorized work in U.S. waterways. The action also sought civil penalties and other costs.$3.5 million, effective March 1, 2018.

~~After substantial negotiations,~~In addition to its decision regarding rates, the ~~parties reached~~DPU approved an authorized regulatory ROE of 10 percent, the establishment of a ~~settlement whereby HEEC will install a new 115kV distribution cable across Boston Harbor to Deer Island, utilizing a different route, and will remove portions~~revenue decoupling rate mechanism for the portion of the ~~existing cable. Upon the installation and completion of the new cable~~NSTAR Electric business that did not previously have a decoupling mechanism, and the ~~removal~~implementation of an inflation-based adjustment mechanism with a five-year stay-out until January 1, 2023. Among other items, the ~~portions of~~DPU approved the ~~existing cable, all issues surrounding the current permit from the United States Army Corps of Engineers are expected to be resolved, and such litigation is expected to be dismissed with prejudice.~~

~~In 2017, as a result of the settlement, NSTAR Electric expensed $4.9 million (pre-tax)~~recovery of previously ~~incurred capitalized~~expensed merger-related costs ~~associated~~over a 10-year period and the recovery of previously deferred storm costs with ~~engineering work performed on~~carrying charges at the ~~existing cable that will no longer be used. In addition, NSTAR Electric agreed to provide a~~prime rate, base credit of $17.5 million to the Massachusetts Water Resources Authority for the new cable. This negotiated credit will result in the initial $17.5 million of construction costs on the new cable to be expensed as incurred. Construction of the new cable is expected to be completed in 2019.but disallowed certain property tax costs.

Massachusetts RFPs: On March 31, 2017, pursuant to a comprehensive energy law enacted in 2016, "An Act to Promote Energy Diversity," ~~(the "Act")~~ the Massachusetts EDCs, including NSTAR Electric, ~~and WMECO,~~ and the DOER issued a joint RFP for 9.45 terawatt hours of clean energy per year, such as hydropower, land-based wind or solar. The RFP ~~seeks~~sought proposals for long-term contracts of 15 to 20 years to provide the state's ~~electric distribution companies~~EDCs with clean energy ~~generation. The proposal~~generation with a submission due date ~~was~~on July 27, 2017. ~~Contracts will be selected in~~

On January 25, 2018, ~~with an expectation to submit executed long-term contracts to~~ the ~~DPU for final approval in April 2018. On July 27, 2017, Eversource Energy Transmission Ventures, Inc. and HQ jointly submitted proposals for~~ Northern Pass ~~into~~project was selected from the 46 proposals submitted as a winning bidder. On February 1, 2018, the NHSEC voted to deny Northern Pass' siting application and on March 30, 2018, the NHSEC released its written decision confirming this denial. On March 28, 2018, the Massachusetts ~~clean energy RFP.~~EDCs, in coordination with the DOER and an independent evaluator, notified Northern Pass ~~is expected to be placed~~that the EDCs had terminated its conditional selection and all contract negotiations. See "Business Development and Capital Expenditures - Northern Pass" in ~~service in the second half~~this Management's Discussion and Analysis of ~~2020.~~Financial Condition and Results of Operations, for more information.

On June 29, 2017, pursuant to the Act to Promote Energy Diversity, the Massachusetts EDCs, including NSTAR Electric, ~~and WMECO,~~ and the DOER issued a joint RFP for long-term contracts for offshore wind energy projects, seeking bids for a minimum of 400 MW of offshore wind capacity. The ~~Offshore Wind Energy~~ RFP ~~states~~stated that bids of up to 800 MW would be considered, provided they demonstrate significant net economic benefits to customers. On December 20, 2017, Bay State Wind submitted two proposals in response to the Massachusetts clean energy RFP to the EDCs. One proposal was for 400 MW and the other was for 800 MW. On April 17, 2018, in response to a request to update pricing as a result of the Tax Cuts and Jobs Act, Bay State Wind submitted a ~~Notice~~revised pricing proposal, reflecting those impacts. The selection of ~~Intent to Bid on July 26, 2017 and will submit a proposal by~~ the ~~December 20, 2017 due date.~~

~~NSTAR Electric and WMECO Rate Case:~~ ~~On January 17, 2017, NSTAR Electric and WMECO jointly filed an application (the "Joint Applicants")~~winning proposals for further negotiation of power purchase agreements with the ~~DPU for approval of a combined $96 million increase in base distribution rates, effective January 1,~~EDCs will be announced on May 23, 2018. As part of this filing, the Joint Applicants are presenting a grid-wise performance plan, including the implementation of a performance-based rate-making mechanism in conjunction with a grid modernization base commitment of $400 million in incremental capital investment over a period of five years, commencing January 1, 2018. In addition, the Joint Applicants proposed to streamline and align rate classifications between NSTAR Electric and WMECO, and requested a revenue decoupling rate mechanism for NSTAR Electric. WMECO has a revenue decoupling mechanism in place. The DPU will also be reviewing the proposed December 31, 2017 merger of NSTAR Electric and WMECO as part of the rate case. A final decision from the DPU is expected in late 2017, with new rates anticipated to be effective January 1, 2018.

New Hampshire:

Generation Divestiture: OnIn June ~~10,~~ 2015, Eversource and PSNH entered into the 2015 Public Service Company of New Hampshire Restructuring and Rate Stabilization Agreement, ~~(the "Agreement") with the New Hampshire Office of Energy and Planning, certain members of the NHPUC staff, the Office of Consumer Advocate, two State Senators, and several other parties. Under~~under the terms of ~~the Agreement,~~which PSNH agreed to divest its generation assets, subject to NHPUC approval. The ~~Agreement provided~~NHPUC approval for a resolution of issues pertaining to PSNH's generation assets in pending regulatory proceedings before the NHPUC. The Agreement provided for the Clean Air Project prudence proceeding to be resolved and all remaining Clean Air Project costs to be included in rates effective January 1, 2016. As partthis agreement, as well as NHPUC approval of the ~~Agreement, PSNH agreed to forego recovery of $25 million of the equity return related to the Clean Air Project.~~

On January 10, 2018, PSNH completed the sale of its thermal generation assets, pursuant to the Agreement dated October ~~12, 2017, PSNH filed an application~~11, 2017. In accordance with the ~~NHPUC requesting approval~~Purchase and Sale Agreement, the original purchase price of $175 million was adjusted to reflect working capital adjustments, closing date adjustments and proration of taxes and fees prior to closing, totaling $40.9 million, resulting in net proceeds of $134.1 million. PSNH expects to complete the sale of its hydroelectric generation facilities in the second quarter of 2018 at a sale price of $83 million, subject to adjustment.

Full recovery of the Agreements. We expect to receive approvals from the NHPUC and other necessary regulatory agencies by late December 2017 or early 2018, with the transactions to be completed shortly thereafter. Upon completion, full recoverycosts of PSNH's generation assets ~~will~~and transaction-related expenses is expected to occur through a combination of cash flows during the remaining operating period, sales proceeds, and recovery of stranded costs primarily via the issuance of bonds that will be secured by a non-bypassable charge ~~or through recoveries in future rates~~ billed to PSNH's customers.

AsOn May 1, 2018, PSNH priced approximately $636 million of ~~September 30, 2017, PSNH's energy service~~securitized rate ~~base balance was~~reduction bonds in multiple tranches with a weighted average interest rate of 3.66 percent. These rate reduction bonds are expected to be issued on May 8, 2018. The proceeds, net of issuance costs, are expected to be approximately ~~$594 million, and the carrying value of PSNH's total generation assets subject to divestiture was approximately $767~~$629 million.

Legislative and Policy Matters

New Hampshire: On ~~August~~January 11, ~~2017, Massachusetts~~2018, the New Hampshire Supreme Court issued ~~final legislation, pursuant~~a decision that affirmed the lower court's October 2016 decision that the Town of Bow, New Hampshire had over-assessed the value of the property owned by PSNH for the 2012 and 2013 property tax years. The result of this decision was that approximately $7.4 million in property taxes and interest was payable to ~~Executive Order 569, which established volumetric limits on multiple greenhouse emission sources~~PSNH. Of this amount, $6.9 million has been refunded to ~~ensure reductions are realized by deadlines established~~PSNH as of March 31, 2018 and the remainder will be received in the Massachusetts Global Warming Solutions Act enacted in 2008. Under this legislation, the initial target date for reduction in greenhouse gas emissions has been established in the year 2020. The legislation is not expected to have a material impact on the financial statementssecond half of ~~Eversource, NSTAR Electric or WMECO.~~2018.

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 we believed were the most critical in nature were reported in the Eversource ~~2016~~2017 Form 10-K. There have been no material changes with regard to these critical accounting policies.

Other Matters

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

Contractual Obligations and Commercial Commitments: There have been no material contractual obligations identified and no material changes with regard to the contractual obligations and commercial commitments previously disclosed in the Eversource ~~2016~~2017 Form 10-K.

Web Site: Additional financial information is available through our website at www.eversource.com. We make available through our website a link to the SEC's EDGAR website (http://www.sec.gov/edgar/searchedgar/companysearch.html), at which site Eversource's, CL&P's, NSTAR Electric's ~~PSNH's~~ and ~~WMECO's~~PSNH's combined Annual Reports on Form 10-K, combined Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports may be reviewed. Information contained on the Company's website or that can be accessed through the website is not incorporated into and does not constitute a part of this combined Quarterly Report on Form 10-Q.

RESULTS OF OPERATIONS – EVERSOURCE ENERGY AND SUBSIDIARIES

The following provides the amounts and variances in operating revenues and expense line items in the statements of income for Eversource for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2018 and 2017 ~~and 2016~~ included in this combined Quarterly Report on Form 10-Q:

For the Three Months Ended September 30, For the Nine Months Ended September 30,
(Millions of Dollars) 2017 2016 Increase/
(Decrease) Percent 2017 2016 Increase/
(Decrease) Percent
Operating Revenues $ 1,988.5
$ 2,039.7
$ (51.2 ) (2.5 )% $ 5,856.5
$ 5,862.5
$ (6.0 ) (0.1 )%
Operating Expenses:

Purchased Power, Fuel and Transmission 651.8
665.8
(14.0 ) (2.1 ) 1,955.1
2,001.9
(46.8 ) (2.3 )
Operations and Maintenance 300.4
324.7
(24.3 ) (7.5 ) 933.4
965.6
(32.2 ) (3.3 )
Depreciation 194.5
181.3
13.2
7.3
571.2
531.8
39.4
7.4
Amortization of Regulatory Assets, Net 41.8
43.9
(2.1 ) (4.8 ) 58.1
56.2
1.9
3.4
Energy Efficiency Programs 129.2
149.1
(19.9 ) (13.3 ) 391.8
406.0
(14.2 ) (3.5 )
Taxes Other Than Income Taxes 168.2
165.0
3.2
1.9
479.6
479.2
0.4
0.1
Total Operating Expenses 1,485.9
1,529.8
(43.9 ) (2.9 ) 4,389.2
4,440.7
(51.5 ) (1.2 )
Operating Income 502.6
509.9
(7.3 ) (1.4 ) 1,467.3
1,421.8
45.5
3.2
Interest Expense 108.7
99.9
8.8
8.8
319.5
298.6
20.9
7.0
Other Income, Net 21.2
13.6
7.6
55.9
56.3
23.7
32.6
(a)
Income Before Income Tax Expense 415.1
423.6
(8.5 ) (2.0 ) 1,204.1
1,146.9
57.2
5.0
Income Tax Expense 152.8
156.4
(3.6 ) (2.3 ) 447.9
428.2
19.7
4.6
Net Income 262.3
267.2
(4.9 ) (1.8 ) 756.2
718.7
37.5
5.2
Net Income Attributable to Noncontrolling Interests 1.9
1.9
—
—
5.6
5.6
—
—
Net Income Attributable to Common Shareholders $ 260.4
$ 265.3
$ (4.9 ) (1.8 )% $ 750.6
$ 713.1
$ 37.5
5.3 %

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



	For the Three Months Ended March 31,
(Millions of Dollars)	2018		2017		Increase/ (Decrease)
Operating Revenues	$	2,288.0	$	2,105.1	$	182.9
Operating Expenses:
Purchased Power, Fuel and Transmission	946.8		753.6		193.2
Operations and Maintenance	332.5		338.3		(5.8		)
Depreciation	204.3		186.8		17.5
Amortization	45.2		24.0		21.2
Energy Efficiency Programs	134.2		146.2		(12.0		)
Taxes Other Than Income Taxes	182.5		155.2		27.3
Total Operating Expenses	1,845.5		1,604.1		241.4
Operating Income	442.5		501.0		(58.5		)
Interest Expense	121.1		103.4		17.7
Other Income, Net	33.8		21.6		12.2
Income Before Income Tax Expense	355.2		419.2		(64.0		)
Income Tax Expense	83.8		157.8		(74.0		)
Net Income	271.4		261.4		10.0
Net Income Attributable to Noncontrolling Interests	1.9		1.9		—
Net Income Attributable to Common Shareholders	$	269.5	$	259.5	$	10.0

Operating Revenues

~~A summary of our~~ Operating Revenues by segment isincreased/(decreased) for the three months ended March 31, 2018, as ~~follows:~~compared to the same period in 2017, as follows (the variance in electric distribution revenues reflects intercompany transmission billings in both periods):

For the Three Months Ended September 30, For the Nine Months Ended September 30,
(Millions of Dollars) 2017 2016 Increase/
(Decrease) Percent 2017 2016 Increase/
(Decrease) Percent
Electric Distribution $ 1,547.1
$ 1,623.4
$ (76.3 ) (4.7 )% $ 4,224.2
$ 4,362.6
$ (138.4 ) (3.2 )%
Natural Gas Distribution 109.2
99.2
10.0
10.1
698.8
622.3
76.5
12.3
Electric Transmission 328.5
306.8
21.7
7.1
970.0
892.5
77.5
8.7
Other and Eliminations 3.7
10.3
(6.6 ) (64.1 ) (36.5 ) (14.9 ) (21.6 ) (a)
Total Operating Revenues $ 1,988.5
$ 2,039.7
$ (51.2 ) (2.5 )% $ 5,856.5
$ 5,862.5
$ (6.0 ) (0.1 )%

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



(Millions of Dollars)	Increase/(Decrease)
Electric Distribution	$	110.5
Natural Gas Distribution	21.3
Electric Transmission	(11.9		)
Water Distribution	44.6
Other	(5.4		)
Eliminations	23.8
Total Operating Revenues	$	182.9

Sales Volumes:A summary of our retail electric GWh sales volumes, ~~and~~ our firm natural gas MMcf sales volumes, ~~in MMcf were~~and our water MG sales volumes, and percentage changes, is as follows:

For the Three Months Ended September 30, For the Nine Months Ended September 30,
2017 2016
Increase/
(Decrease)
Percent 2017 2016
Increase/
(Decrease)
Percent
Electric
Traditional 7,545
8,131
(586 ) (7.2 )% 21,040
21,731
(691 ) (3.2 )%
Decoupled 6,551
7,213
(662 ) (9.2 ) 18,391
19,235
(844 ) (4.4 )
Total Electric 14,096
15,344
(1,248 ) (8.1 ) 39,431
40,966
(1,535 ) (3.7 )

Firm Natural Gas

Traditional 5,550
5,270
280
5.3
32,233
31,570
663
2.1
Decoupled and Special Contracts 5,975
5,653
322
5.7
37,453
36,537
916
2.5
Total Firm Natural Gas 11,525
10,923
602
5.5 % 69,686
68,107
1,579
2.3 %



	For the Three Months Ended March 31, 2018 Compared to 2017
	Electric				Firm Natural Gas				Water
	Sales Volumes (GWh)		Percentage Increase/ (Decrease)		Sales Volumes (MMcf)		Percentage Increase		Sales Volumes (MG)		Percentage Increase/ (Decrease)
	2018	2017 (1)	Percentage Increase/ (Decrease)		2018	2017	Percentage Increase		2018	2017 (2)	Percentage Increase/ (Decrease)
Traditional	3,847	3,700	4.0	%	20,473	18,905	8.3	%	467	432	8.1	%
Decoupled and Special Contracts	9,374	9,472	(1.0	)%	22,706	22,241	2.1	%	4,357	4,441	(1.9	)%
Total Sales Volumes	13,221	13,172	0.4	%	43,179	41,146	4.9	%	4,824	4,873	(1.0	)%

(1)

In 2017 and in the month of January 2018, NSTAR Electric operated under two different rate structures (traditional and decoupled) based on its service territory. Effective February 1, 2018, NSTAR Electric operated entirely under a decoupled rate structure. The 2017 sales volumes for NSTAR Electric have been recast to present January 2017 as traditional and February through March 2017 as decoupled, to conform to the 2018 presentation for comparative purposes.


(2)	Eversource acquired its water distribution business on December 4, 2017. Prior year sales volumes have been presented for comparative purposes.

Fluctuations in sales volumes at PSNH and our Connecticut natural gas company impact earnings ("Traditional" in the table above). For CL&P, NSTAR Electric (effective February 1, 2018, as a result of the DPU-approved rate case decision), and our Massachusetts natural gas company, fluctuations in sales volumes do not impact earnings due to their respective regulatory commission-approved distribution

revenue decoupling mechanisms ("Decoupled" in the table above). Fluctuations in water sales volumes largely do not impact earnings as our Connecticut water distribution business is decoupled.

~~Three Months Ended:~~

Operating Revenues:Operating Revenues, which primarily consist of base ~~electric and natural gas~~ distribution revenues and tracked revenues further described below, ~~decreased by $51.2~~increased $182.9 million for the three months ended ~~September 30, 2017,~~March 31, 2018, as compared to the same period in ~~2016.~~ 2017.

Base ~~electric~~Electric and ~~natural gas~~Natural Gas Distribution Revenues:

Electric distribution revenues~~: Base electric~~ decreased $9.6 million due primarily to the impact of NSTAR Electric's base distribution ~~segment revenues, excluding LBR, decreased $21.0 million for~~rate decrease as a result of the ~~three months ended September 30, 2017,~~DPU-approved rate case decision that became effective February 1, 2018 (a portion of which did not impact earnings). This was partially offset by an increase in sales volumes primarily driven by the colder weather in January 2018, as compared to the same period in ~~2016,~~2017, at our Traditional electric companies. Effective February 1, 2018, NSTAR Electric operated entirely under a decoupled rate structure.

Electric distribution revenues also decreased $19.3 million due ~~primarily~~ to the reserve established to reflect the difference between the 35 percent federal corporate income tax rate included in rates charged to customers and the 21 percent federal corporate income tax rate, effective January 1, 2018 as a ~~decrease in sales volumes~~result of the Tax Cuts and ~~lower demand revenues driven by the mild summer weather during the third quarter of 2017 at~~Jobs Act. Effective February 1, 2018 for NSTAR Electric and ~~PSNH. LBR increased $1.5 million~~May 1, 2018 for CL&P, rates charged to customers have been adjusted to reflect the ~~three months ended September 30, 2017, as compared to the same period in 2016.~~ new federal corporate income tax rate.

Base natural gas distribution revenues remained relatively unchanged for the three months ended ~~September 30, 2017,~~March 31, 2018, as compared to the same period in ~~2016.~~

~~Fluctuations in CL&P's, WMECO's and NSTAR Gas' sales volumes do not impact the level~~2017. An increase of ~~base distribution revenue realized or earnings due~~$4.4 million related to their respective regulatory commission approved revenue decoupling mechanisms. The revenue decoupling mechanisms permit recovery of a base amount of distribution revenues and break the relationship between sales volumes and demand revenues ~~recognized. Revenue decoupling mechanisms result~~driven by colder January weather in Connecticut in 2018, as well as growth in new customer base, was offset by a $4.5 million decrease due to the ~~recovery~~reserve established to reflect the impact of ~~our approved base distribution revenue requirements.~~ the reduction in federal corporate income tax rates, effective January 1, 2018.

Tracked ~~distribution revenues:~~Electric and Natural Gas Distribution Revenues: Tracked revenues consist of certain costs that are recovered from customers in rates through regulatory commission-approved cost tracking mechanisms and therefore, have no impact on earnings. Costs recovered through cost tracking mechanisms include energy supply procurement ~~costs~~ and other energy-related costs for our electric and natural gas customers, retail transmission charges, energy efficiency program costs, net metering for distributed generation and restructuring and stranded cost recovery revenues. In addition, certain tracked revenues include incentives earned and carrying charges that are billed in rates to customers.

Tracked electric distribution revenues increased as a result of an increase in electric energy supply costs ($109.0 million), driven by increased average retail prices and higher sales volumes. In addition, there was an increase in retail electric transmission charges ($24.0 million).

Tracked natural gas distribution ~~segment~~ revenues increased as a result of an increase in natural gas supply costs ($~~7.6~~16.1 million) and an increase in energy efficiency program revenues ($~~2.2~~3.9 million). ~~Tracked electric distribution~~

Water: Water operating revenues ~~decreased~~totaled $44.6 million for the three months ended March 31, 2018 as a result of a decrease in retail electric transmission charges ($39.8 million), a decrease in stranded cost recovery revenues ($16.9 million), a decrease in energy efficiency program revenues ($13.9 million) and a decrease in pension rate adjustment mechanisms ($7.1 million). Partially offsetting these decreases were increases in tracked electric distribution revenues related to electric energy supply costs ($7.3 million), revenues related to renewable energy requirements ($10.8 million), net metering revenues ($7.0 million) and federally-mandated congestion charges ($2.8 million).the acquisition of Aquarion on December 4, 2017.

Electric ~~transmission revenues:~~Transmission Revenues: The electric transmission segment revenues ~~increased by $21.7~~decreased $11.9 million due ~~primarily~~ to the recovery of ~~higher revenue requirements associated with~~lower revenues primarily related to the lower federal corporate income tax rate, which was reflected in transmission rates charged to customers effective January 1, 2018, partially offset by an increase related to ongoing investments in our transmission infrastructure.

~~Other:~~ ~~Other revenues decreased due primarily to the sale of Eversource's unregulated telecommunication business on December 31, 2016 ($5.0 million).~~

~~Nine Months Ended:~~

~~Operating Revenues decreased by $6.0 million for the nine months ended September 30, 2017, as compared to the same period in 2016.~~

~~Base electric and natural gas distribution revenues~~: Base electric distribution segment revenues, excluding LBR, decreased $13.2 million for the nine months ended September 30, 2017, as compared to the same period in 2016, due primarily to a decrease in sales volumes driven by the mild summer weather during the third quarter of 2017 at NSTAR Electric and PSNH. LBR increased $10.6 million for the nine months ended September 30, 2017, as compared to the same period in 2016.

Base natural gas distribution revenues remained relatively unchanged for the nine months ended September 30, 2017, as compared to the same period in 2016. The impact of higher firm natural gas sales volumes was offset by lower demand revenues in Connecticut driven by lower peak usage in 2017, as compared to 2016.

~~Tracked distribution revenues:~~ Tracked natural gas distribution segment revenues increased as a result of an increase in natural gas supply costs ($57.8 million) and an increase in energy efficiency program revenues ($17.1 million). Tracked electric distribution revenues decreased as a result of a decrease in electric energy supply costs ($81.0 million), driven by decreased average retail prices and lower sales volumes, a decrease in retail electric transmission charges ($45.9 million), a decrease in transition and stranded cost recovery revenues ($33.1 million), a decrease in pension rate adjustment mechanisms ($16.2 million), and a decrease in energy efficiency program revenues ($8.8 million). Partially offsetting these decreases were increases in tracked electric distribution revenues related to federally-mandated congestion charges ($23.0 million), net metering revenues ($22.4 million) and revenues related to renewable energy requirements and the sale of PSNH's RECs ($14.7 million).

~~Electric transmission revenues:~~ The electric transmission segment revenues increased by $77.5 million due primarily to the recovery of higher revenue requirements associated with ongoing investments in our transmission infrastructure.

~~Other:~~ ~~Other revenues decreased due primarily to the sale of Eversource's unregulated telecommunication business on December 31, 2016 ($15.0 million).~~

Purchased Power, Fuel and Transmissionexpense includes costs associated with purchasing electricity, ~~and~~ natural gas and water, on behalf of our customers. These ~~energy~~ supply costs are recovered from customers in rates through commission-approved cost tracking mechanisms, which have no impact on earnings (tracked costs). ~~Total~~ Purchased Power, Fuel and Transmission expense ~~decreased~~increased for the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2018, as compared to the same ~~periods~~period in ~~2016,~~2017, due primarily to the following:


(Millions of Dollars)	Three Months Ended Increase/(Decrease)			Nine Months Ended Increase/(Decrease)			Increase
Electric Distribution	$	(0.4	)	$	(109.1	)	$	130.4
Natural Gas Distribution	7.0			50.1			12.2
Transmission	(20.6		)	12.2			28.6
Water Distribution							0.3
Eliminations							21.7
Total Purchased Power, Fuel and Transmission	$	(14.0	)	$	(46.8	)	$	193.2

The ~~decrease~~variance in electric distribution reflects intercompany transmission charges in both periods. The increase in purchased power expense at the electric distribution business for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2018, as compared to the same period in ~~2016,~~2017, was driven primarily by ~~lower~~higher prices associated with the procurement of energy supply ~~and lower sales volumes.~~as well as higher volumes at PSNH. As a result of the sale of PSNH's thermal generation assets on January 10, 2018, PSNH purchased power in place of its self-generation output in the first quarter of 2018. The increase in ~~purchased power expense~~natural gas supply costs at ~~the~~our natural gas distribution business ~~for each of the periods presented~~ was due to higher average ~~natural gas~~ prices and ~~higher~~ sales volumes.

The ~~decrease~~increase in transmission costs for the three months ended ~~September 30, 2017,~~March 31, 2018, as compared to the same period in 2016, was primarily the result of a decrease in the retail transmission cost deferral, which reflects the actual costs of transmission service compared to estimated amounts billed to customers. The increase in transmission costs for the nine months ended September 30, 2017, ~~as compared to the same period in 2016,~~ was primarily the result of an increase in costs billed by ISO-NE that support regional grid investment, and an increase in the retail transmission deferral, which reflects the actual costs of transmission service compared to estimated amounts billed to customers. This was partially offset by a decrease in Local Network Service charges, which reflect the cost of transmission service provided by Eversource over our local transmission network. ~~This was partially offset by a decrease in the retail transmission cost deferral.~~

Operations and Maintenance expense includes tracked costs and costs that are part of base electric, ~~and~~ natural gas and water distribution rates with changes impacting earnings (non-tracked costs). Operations and Maintenance expense decreased for the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2018, as compared to the same ~~periods~~period in ~~2016,~~2017, due primarily to the following:

(Millions of Dollars) Three Months Ended Increase/(Decrease)
Nine Months Ended
Increase/(Decrease)
Base Electric Distribution:
Employee-related expenses, including labor and benefits $ (15.0 ) $ (46.2 )
Bad debt expense (2.6 ) (15.3 )
Shared corporate costs (including computer software depreciation at Eversource Service) 5.4
15.0
Storm restoration costs (4.0 ) 3.1
Boston Harbor civil action settlement charge recorded in the second quarter of 2017 —
4.9
Other operations and maintenance 9.1
15.7
Total Base Electric Distribution (7.1 ) (22.8 )
Total Base Natural Gas Distribution:
Shared corporate costs (including computer software depreciation at Eversource Service) 1.2
3.6
Other operations and maintenance (4.1 ) (1.5 )
Total Base Natural Gas Distribution (2.9 ) 2.1
Total Tracked costs (Electric Distribution, Electric Transmission and Natural Gas Distribution) (5.5 ) 7.2
Other and eliminations:
Eversource Parent and Other Companies (1.1 ) 0.8
Eliminations (7.7 ) (19.5 )
Total Operations and Maintenance $ (24.3 ) $ (32.2 )



(Millions of Dollars)	Increase/(Decrease)
Base Electric Distribution (Non-Tracked Costs):
Storm restoration costs	$	5.6
Shared corporate costs (including computer software depreciation at Eversource Service)	4.5
Operations-related expenses, including vegetation management, snow removal, vehicles and outside services	(3.5		)
Other non-tracked operations and maintenance	0.9
Total Base Electric Distribution (Non-Tracked Costs)	7.5
Base Natural Gas Distribution (Non-Tracked Costs)	5.3
Water Distribution (Addition of Aquarion operations and maintenance expenses due to acquisition on December 4, 2017)	19.3
Tracked Costs (Electric Distribution, Electric Transmission and Natural Gas Distribution) - Decrease primarily due to lower transmission expenses and lower PSNH generation operations expenses due to the January 10, 2018 sale of thermal generation assets	(31.4		)
Other and eliminations:
Eversource Parent and Other Companies - other operations and maintenance	(0.8		)
Eliminations	(5.7		)
Total Operations and Maintenance	$	(5.8	)

Depreciation expense increased for the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2018, as compared to the same ~~periods~~period in ~~2016,~~2017, due primarily to higher utility plant in service ~~balances.~~balances, partially offset by lower depreciation expense at PSNH as a result of the sale of thermal generation assets on January 10, 2018.

Amortization ~~of Regulatory Assets, Net~~ expense includes the deferral of energy supply and energy-related costs included in certain ~~regulatory-approved~~commission-approved cost tracking mechanisms, and the amortization of certain costs. ~~The~~This deferral adjusts expense to match the corresponding revenues. Amortization ~~of Regulatory Assets, Net, decreased~~increased for the three months ended ~~September 30, 2017 and increased for the nine months ended September 30, 2017,~~March 31, 2018, as compared to the same ~~periods~~period in ~~2016,~~2017, due primarily to the deferral of energy supply and energy-related costs, which can fluctuate from period to period based on the timing of costs incurred and the related rate changes to recover these costs. Energy supply and energy-related costs at the electric, natural gas and water companies are recovered from customers in rates and have no impact on earnings.

Energy Efficiency Programs expense decreased for the three months ended March 31, 2018, as compared to the same period in 2017, due primarily to the deferral adjustment of a State of Connecticut policy change requiring CL&P ~~NSTAR Electric, PSNH~~to remit $12.7 million of 2018 energy efficiency funds to the State of Connecticut. These costs were collected from CL&P's customers and ~~WMECO, which are~~remitted to the ~~primary drivers in amortization,~~State of Connecticut; as such we have classified this amount as Taxes Other than Income Taxes. The costs for the majority of the state energy policy initiatives and expanded energy efficiency programs are recovered from customers in rates and have no impact on earnings.

~~Energy Efficiency Programs~~ Taxes Other Than Income Taxesexpense ~~decreased~~increased for the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2018, as compared to the same ~~periods~~period in ~~2016,~~2017, due primarily to the deferral ~~adjustments at~~adjustment of a State of Connecticut policy change requiring $12.7 million of 2018 CL&P ~~NSTAR Electric and WMECO, partially offset by deferral adjustments at the natural gas businesses, which reflect the actual costs of~~ energy efficiency ~~programs compared~~funds to be remitted to the ~~estimated amounts billed to customers. The deferral adjusts costs incurred to match energy efficiency revenue billed to customers~~State of Connecticut, an increase in property taxes, and ~~the timing of the recovery of energy efficiency costs. The costs for various state policy initiatives~~an increase in Connecticut gross earnings taxes. Gross earnings taxes are recovered from customers in rates and have no impact on earnings.

Interest Expense increased for the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2018, as compared to the same ~~periods~~period in ~~2016,~~2017, due primarily to ~~higher~~an increase in interest on long-term debt ($~~5.8 million and $15.9 million, respectively)~~13.1 million) as a result of new debt issuances, the addition of Aquarion operations in the first quarter of 2018 ($6.3 million) and ~~higher~~an increase in interest on ~~short-term~~notes payable ($1.3 million), partially offset by higher AFUDC related to debt funds ($~~2.4 million~~1.9 million) and ~~$4.8 million, respectively)~~a decrease in regulatory deferrals, primarily at NSTAR Electric, which decreased interest expense ($1.2 million).

Other Income, Net increased for the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2018, as compared to the same ~~periods~~period in ~~2016,~~2017, due primarily to ~~increased gains on investments ($4.2 million and $24.9 million, respectively), primarily~~an increase related to ~~Eversource's investment in a renewable energy fund, market value changes related to the deferred compensation plans~~pension, SERP and PBOP non-service income components ($~~2.9 million and $5.1 million, respectively) and~~7.2 million), higher AFUDC related to equity funds ($~~1.2 million~~3.0 million) and ~~$5.0 million, respectively)~~changes in the market value related to deferred compensation plans ($2.5 million).

Income Tax Expense decreased for the three months ended ~~September 30, 2017,~~March 31, 2018, as compared to the same period in ~~2016,~~2017, due primarily to the new federal tax law enacted December 22, 2017, the Tax Cuts and Jobs Act, reducing the federal corporate income tax rate from 35 percent to 21 percent and lower pre-tax earnings ($~~2.4~~72.1 million), and items that impact our tax rate as a result of regulatory treatment (flow-through items) and permanent differences ($~~1.2~~1.9 million).

Income Tax Expense increased for the nine months ended September 30, 2017, as compared to the same period in 2016, due primarily to higher pre-tax earnings ($20.6 million), the absence of a tax credit in 2017 ($2.4 million), and higher state taxes ($1.3 million), partially offset by flow-through items and permanent differences ($4.6 million).

RESULTS OF OPERATIONS –

THE CONNECTICUT LIGHT AND POWER COMPANY

NSTAR ELECTRIC COMPANY AND SUBSIDIARY

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY

The following provides the amounts and variances in operating revenues and expense line items in the statements of income for CL&P, NSTAR Electric and PSNH for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2018 and 2017 ~~and 2016~~ included in this combined Quarterly Report on Form 10-Q:

For the Three Months Ended September 30, For the Nine Months Ended September 30,
(Millions of Dollars) 2017 2016 Increase/
(Decrease) Percent 2017 2016
Increase/
(Decrease)
Percent
Operating Revenues $ 774.8
$ 760.0
$ 14.8
1.9 % $ 2,173.6
$ 2,175.1
$ (1.5 ) (0.1 )%
Operating Expenses:

Purchased Power and Transmission 259.0
253.5
5.5
2.2
711.2
760.6
(49.4 ) (6.5 )
Operations and Maintenance 123.1
123.0
0.1
0.1
359.8
356.4
3.4
1.0
Depreciation 63.7
57.7
6.0
10.4
184.3
172.2
12.1
7.0
Amortization of Regulatory Assets, Net 34.6
23.4
11.2
47.9
58.8
30.3
28.5
94.1
Energy Efficiency Programs 37.7
44.4
(6.7 ) (15.1 ) 106.5
118.0
(11.5 ) (9.7 )
Taxes Other Than Income Taxes 79.2
81.9
(2.7 ) (3.3 ) 223.4
227.9
(4.5 ) (2.0 )
Total Operating Expenses 597.3
583.9
13.4
2.3
1,644.0
1,665.4
(21.4 ) (1.3 )
Operating Income 177.5
176.1
1.4
0.8
529.6
509.7
19.9
3.9
Interest Expense 36.3
36.1
0.2
0.6
106.6
108.6
(2.0 ) (1.8 )
Other Income, Net 7.5
3.7
3.8
(a)
14.1
10.9
3.2
29.4
Income Before Income Tax Expense 148.7
143.7
5.0
3.5
437.1
412.0
25.1
6.1
Income Tax Expense 52.6
57.1
(4.5 ) (7.9 ) 159.5
155.4
4.1
2.6
Net Income $ 96.1
$ 86.6
$ 9.5
11.0 % $ 277.6
$ 256.6
$ 21.0
8.2 %

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



	For the Three Months Ended March 31,
	CL&P							NSTAR Electric							PSNH
(Millions of Dollars)	2018		2017		Increase/ (Decrease)			2018		2017		Increase/ (Decrease)			2018		2017		Increase/ (Decrease)
Operating Revenues	$	785.0	$	732.3	$	52.7		$	770.1	$	733.8	$	36.3		$	267.4	$	253.2	$	14.2
Operating Expenses:
Purchased Power, Fuel and Transmission	301.9		244.9		57.0			332.6		273.9		58.7			109.7		61.8		47.9
Operations and Maintenance	117.3		128.7		(11.4		)	118.7		115.9		2.8			51.4		64.0		(12.6		)
Depreciation	67.5		59.8		7.7			70.5		67.2		3.3			23.5		30.7		(7.2		)
Amortization of Regulatory Assets, Net	28.0		12.8		15.2			6.4		4.5		1.9			5.0		5.4		(0.4		)
Energy Efficiency Programs	22.8		36.6		(13.8		)	74.8		78.0		(3.2		)	5.2		3.8		1.4
Taxes Other Than Income Taxes	90.3		74.0		16.3			48.1		37.7		10.4			16.8		20.9		(4.1		)
Total Operating Expenses	627.8		556.8		71.0			651.1		577.2		73.9			211.6		186.6		25.0
Operating Income	157.2		175.5		(18.3		)	119.0		156.6		(37.6		)	55.8		66.6		(10.8		)
Interest Expense	36.8		35.0		1.8			26.5		28.3		(1.8		)	12.8		12.8		—
Other Income, Net	6.6		3.3		3.3			12.6		8.4		4.2			4.7		2.8		1.9
Income Before Income Tax Expense	127.0		143.8		(16.8		)	105.1		136.7		(31.6		)	47.7		56.6		(8.9		)
Income Tax Expense	28.4		53.6		(25.2		)	28.0		53.3		(25.3		)	12.6		22.3		(9.7		)
Net Income	$	98.6	$	90.2	$	8.4		$	77.1	$	83.4	$	(6.3	)	$	35.1	$	34.3	$	0.8

Operating Revenues

~~CL&P's~~Sales Volumes: A summary of our retail electric GWh sales volumes ~~were~~was as follows:

For the Three Months Ended September 30, For the Nine Months Ended September 30,
2017 2016 Decrease Percent 2017 2016 Decrease Percent
Retail Sales Volumes in GWh 5,644
6,225
(581 ) (9.3 )% 15,812
16,541
(729 ) (4.4 )%



		For the Three Months Ended March 31,
	Rate Structure	2018	2017	Increase/ (Decrease)		Percent
CL&P	Decoupled	5,376	5,330	46		0.9	%
NSTAR Electric	Decoupled	5,874	5,849	25		0.4	%
PNSH	Traditional	1,972	1,992	(20	)	(1.0	)%

~~Three Months Ended:~~Fluctuations in retail electric sales volumes at PSNH impact earnings ("Traditional" in the table above). For CL&P and NSTAR Electric (effective February 1, 2018, as a result of the DPU-approved rate case decision), fluctuations in retail electric sales volumes do not impact earnings due to their respective regulatory commission-approved distribution revenue decoupling mechanisms ("Decoupled" in the table above).

~~CL&P's~~

Operating Revenues: Operating Revenues, which consist of base distribution revenues and tracked revenues further described below, increased ~~by $14.8 million~~ for the three months ended ~~September 30, 2017,~~March 31, 2018, as compared to the same period in ~~2016.~~2017, as follows:



(Millions of Dollars)	CL&P		NSTAR Electric		PSNH
Operating Revenues	$	52.7	$	36.3	$	14.2

~~Fluctuations~~Base Distribution Revenues:

NSTAR Electric's distribution revenues decreased $8.3 million due primarily to the impact of its base distribution rate decrease as a result of the DPU-approved rate case decision that became effective February 1, 2018 (a portion of which did not impact earnings). This was partially offset by an increase in ~~CL&P's~~January 2018 sales volumes, ~~do not impact~~as compared to January 2017, primarily driven by the ~~level of~~colder weather. Effective February 1, 2018, NSTAR Electric operated entirely under a decoupled rate structure.

PSNH's base distribution ~~revenue realized or earnings~~revenues decreased $1.3 million for the three months ended March 31, 2018, as compared to the same period in 2017, primarily as a result of a rate change due to the ~~PURA-approved revenue decoupling mechanism. CL&P's revenue decoupling mechanism permits~~completion of the full recovery of certain costs in revenues. The majority of this decrease did not impact earnings.

Distribution revenues decreased $12.5 million at CL&P, $3.7 million at NSTAR Electric and $3.1 million at PSNH due to the reserve established to reflect the difference between the 35 percent federal corporate income tax rate included in rates charged to customers and the 21 percent federal corporate income tax rate, effective January 1, 2018 as a ~~base amount~~result of ~~distribution revenues ($1.059 billion annually)~~the Tax Cuts and ~~breaks~~Jobs Act. Effective February 1, 2018 for NSTAR Electric and May 1, 2018 for CL&P, rates charged to customers have been adjusted to reflect the ~~relationship between sales volumes and revenues recognized. The revenue decoupling mechanism results in the recovery of approved base distribution revenue requirements.~~ new federal corporate income tax rate.

Tracked Revenues: Fluctuations in the overall level of operating revenues are primarily related to tracked revenues. Tracked revenues consist of certain costs that are recovered from customers in rates through PURA-approved cost tracking mechanisms and therefore, have no impact on earnings. Costs recovered through cost tracking mechanisms include energy supply procurement and other energy-related costs, retail transmission charges, energy efficiency program costs and restructuring and stranded cost recovery revenues. In addition, certain tracked revenues include incentives earned and carrying charges that are billed in rates to customers. Tracked distribution revenues increased primarily as a result of an increase in energy supply costs ($27.1 million) driven by increased average retail prices. Partially offsetting this increase was a decrease in stranded cost recovery revenues ($7.6 million) and a decrease in retail transmission charges ($7.6 million).

~~Transmission revenues increased by $6.3 million due primarily to the recovery of higher revenue requirements associated with ongoing investments in our transmission infrastructure.~~

~~Nine Months Ended:~~

~~CL&P's Operating Revenues decreased by $1.5 million for the nine months ended September 30, 2017, as compared to the same period in 2016.~~

Tracked distribution revenues decreased primarily as a result of a decrease in energy supply costs ($25.0 million) driven by decreased average retail prices and lower sales volumes. In addition, there was a $17.8 million decrease in stranded cost recovery revenues. Partially offsetting these decreases was an increase in federally-mandated congestion charges ($23.0 million).

~~Transmission revenues increased by $27.2 million due primarily to higher revenue requirements associated with ongoing investments in our transmission infrastructure.~~

~~Purchased Power and Transmission~~ expense includes costs associated with purchasing electricity on behalf of CL&P's customers. These energy supply costs are recovered from customers in rates through PURA-approved cost tracking mechanisms, which have no impact on earnings (tracked costs). Total Purchased Power and Transmission expense increased for the three months ended September 30, 2017, and decreased for the nine months ended September 30, 2017, as compared to the same periods in 2016, due primarily to the following:

(Millions of Dollars) Three Months Ended Increase/(Decrease)
Nine Months Ended
Increase/(Decrease)
Purchased Power Costs $ 5.7
$ (68.1 )
Transmission Costs (0.2 ) 18.7
Total Purchased Power and Transmission $ 5.5
$ (49.4 )

Included in purchased power costs are the costs associated with CL&P's GSC, CTA and FMCC tracking mechanisms and deferred energy supply costs. The increase in purchased power costs for the three months ended September 30, 2017, as compared to the same period in 2016, was due primarily to GSC-related purchased power expenses. The GSC recovers energy-related costs incurred as a result of providing electric generation service supply to all customers who have not migrated to third party suppliers. The decrease in purchased power costs for the nine months ended September 30, 2017, as compared to the same period in 2016, was due primarily to a decrease in the price of standard offer supply also associated with the GSC, and lower sales volumes. The increase in transmission costs for the nine months ended September 30, 2017, as compared to the same period in 2016, was primarily the result of an increase in costs billed by ISO-NE that support regional grid investment, and Local Network Service charges, which reflect the cost of transmission service. This was partially offset by a decrease in the retail transmission cost deferral, which reflects the actual costs of transmission service compared to estimated amounts billed to customers.

~~Operations and Maintenance~~ expense includes tracked costs and costs that are part of base distribution rates with changes impacting earnings (non-tracked costs). Operations and Maintenance expense increased for the three months ended September 30, 2017, as compared to the same period in 2016, driven by a $0.4 million increase in non-tracked costs, which was primarily attributable to higher shared corporate costs, partially offset by lower employee-related expenses, lower storm restoration costs and lower vegetation management costs. The increase in non-tracked costs was partially offset by a $0.3 million decrease in tracked costs, which was primarily attributable to lower tracked system resiliency, lower bad debt expense and lower employee-related costs, partially offset by higher transmission expenses.

Operations and Maintenance expense increased for the nine months ended September 30, 2017, as compared to the same period in 2016, driven by a $6.5 million increase in tracked costs, which was primarily attributable to higher transmission expenses, partially offset by lower tracked bad debt expense. Non-tracked costs decreased $3.0 million, which was primarily attributable to lower employee-related expenses, lower bad debt expense and lower vegetation management costs, partially offset by higher shared corporate costs, higher storm restoration costs, and higher system resiliency project costs.

~~Depreciation~~ ~~expense increased for the three and nine months ended September 30, 2017, as compared to the same periods in 2016, due primarily to higher utility plant in service balances.~~

~~Amortization of Regulatory Assets, Net~~ expense includes the deferral of energy supply and energy-related costs and the amortization of certain costs, which are recovered from customers in rates and have no impact on earnings. The deferral adjusts expense to match the corresponding revenues. The increase for the three and nine months ended September 30, 2017, as compared to the same periods in 2016, was due primarily to the fluctuation of the deferral, which can fluctuate from period to period based on the timing of costs incurred and related rate changes to recover these costs.

~~Energy Efficiency Programs~~ expense decreased for the three and nine months ended September 30, 2017, as compared to the same periods in 2016, due primarily to the deferral adjustment, which reflects the actual cost of energy efficiency programs compared to the estimated amounts billed to customers and the timing of the recovery of energy efficiency costs. The deferral adjusts costs incurred to match energy efficiency revenue billed to customers. The costs for various state policy initiatives are recovered from customers in rates and have no impact on earnings.

~~Taxes Other Than Income Taxes~~ ~~expense~~decreased for the three and nine months ended September 30, 2017, as compared to the same periods in 2016, due primarily to a decrease in gross earnings taxes, partially offset by an increase in property taxes due to higher plant balances. Gross earnings taxes are tracked costs and have no impact on earnings.

~~Income Tax Expense~~ decreased for the three months ended September 30, 2017, as compared to the same period in 2016, due primarily to the true-up of the return to provision impacts ($4.7 million) and items that impact our tax rate as a result of regulatory treatment (flow-through items) and permanent differences ($1.5 million), partially offset by higher pre-tax earnings ($1.7 million).

Income Tax Expense increased for the nine months ended September 30, 2017, as compared to the same period in 2016, due primarily to higher pre-tax earnings ($8.8 million) and higher state taxes ($2.6 million), partially offset by the true-up of the return to provision impacts ($4.7 million) and flow-through items and permanent differences ($2.6 million).

~~EARNINGS SUMMARY~~

~~CL&P's earnings increased $9.5 million~~for the three months ended September 30, 2017, as compared to the same period in 2016, due primarily to a lower effective tax rate, an increase in transmission earnings driven by a higher transmission rate base, and higher distribution revenues due in part to a higher rate base for the system resiliency program, partially offset by higher depreciation expense.

CL&P's earnings increased $21.0 million for the nine months ended September 30, 2017, as compared to the same period in 2016, due primarily to an increase in transmission earnings driven by a higher transmission rate base, higher distribution revenues due in part to a higher rate base for the system resiliency program, and lower non-tracked operations and maintenance expense. These favorable earnings impacts were partially offset by higher depreciation expense.

~~LIQUIDITY~~

~~Cash totaled $9.4 million as of September 30, 2017, compared with $6.6 million as of December 31, 2016.~~

CL&P had cash flows provided by operating activities of $623.3 million for the nine months ended September 30, 2017, as compared to $614.4 million in the same period of 2016. The increase in operating cash flows was due primarily to the favorable impact of the timing of regulatory recoveries and the timing of collections and payments of our working capital items, including accounts receivable and accounts payable. Partially offsetting these favorable impacts were the income tax payments of $19.8 million made in 2017, compared to the income tax refunds of $128.5 million received in 2016.

Eversource parent has a $1.45 billion commercial paper program allowing Eversource parent to issue commercial paper as a form of short-term debt, with intercompany loans to certain subsidiaries, including CL&P. The weighted-average interest rate on the commercial paper borrowings as of September 30, 2017 and December 31, 2016 was 1.34 percent and 0.88 percent, respectively. There were no intercompany loans from Eversource parent to CL&P as of September 30, 2017. As of December 31, 2016, there were intercompany loans from Eversource parent to CL&P of $80.1 million. Eversource parent, and certain of its subsidiaries, including CL&P, are parties to a five-year $1.45 billion revolving credit facility. The revolving credit facility terminates on September 4, 2021. The revolving credit facility serves to backstop Eversource parent's $1.45 billion commercial paper program. There were no borrowings outstanding on the revolving credit facility as of September 30, 2017 and December 31, 2016.

~~In September 2017, CL&P repaid at maturity $100 million of 5.75 percent 2007 Series C First Mortgage Bonds.~~

Investments in Property, Plant and Equipment on the statements of cash flows do not include amounts incurred on capital projects but not yet paid, cost of removal, AFUDC related to equity funds, and the capitalized portions of pension expense. CL&P's investments in property, plant and equipment totaled $621.9 million for the nine months ended September 30, 2017.

~~RESULTS OF OPERATIONS – NSTAR ELECTRIC COMPANY AND SUBSIDIARY~~

The following provides the amounts and variances in operating revenues and expense line items in the statements of income for NSTAR Electric for the nine months ended September 30, 2017 and 2016 included in this combined Quarterly Report on Form 10-Q:

For the Nine Months Ended September 30,
(Millions of Dollars) 2017 2016 Increase/
(Decrease) Percent
Operating Revenues $ 1,913.5
$ 1,986.0
$ (72.5 ) (3.7 )%
Operating Expenses:

Purchased Power and Transmission 689.8
764.9
(75.1 ) (9.8 )
Operations and Maintenance 266.2
279.9
(13.7 ) (4.9 )
Depreciation 167.6
159.2
8.4
5.3
Amortization of Regulatory Assets, Net 17.8
18.3
(0.5 ) (2.7 )
Energy Efficiency Programs 198.8
212.9
(14.1 ) (6.6 )
Taxes Other Than Income Taxes 99.0
101.8
(2.8 ) (2.8 )
Total Operating Expenses 1,439.2
1,537.0
(97.8 ) (6.4 )
Operating Income 474.3
449.0
25.3
5.6
Interest Expense 70.0
62.2
7.8
12.5
Other Income, Net 8.7
7.6
1.1
14.5
Income Before Income Tax Expense 413.0
394.4
18.6
4.7
Income Tax Expense 161.3
154.5
6.8
4.4
Net Income $ 251.7
$ 239.9
$ 11.8
4.9 %

~~Operating Revenues~~

~~NSTAR Electric's retail sales volumes were as follows:~~

For the Nine Months Ended September 30,
2017 2016 Decrease Percent
Retail Sales Volumes in GWh 15,204
15,746
(542 ) (3.4 )%

NSTAR Electric's Operating Revenues, which consist of base distribution revenues and tracked revenues further described below, decreased by $72.5 million for the nine months ended September 30, 2017, as compared to the same period in 2016.

~~Base distribution revenues~~: Base distribution revenues, excluding LBR, decreased $11.2 million for the nine months ended September 30, 2017, as compared to the same period in 2016, as a result of lower sales volumes in 2017, as compared to 2016 driven by the mild summer weather during the third quarter of 2017. LBR increased $10.6 million for the nine months ended September 30, 2017, as compared to the same period in 2016.

~~Tracked revenues:~~ ~~Tracked revenues consist of certain costs that are recovered from customers in rates through DPU-approved~~commission-approved cost tracking mechanisms and therefore have no impact on earnings. Costs recovered through cost tracking mechanisms include energy supply procurement and other energy-related costs, retail transmission charges, energy efficiency program costs, net metering for distributed generation and ~~transition~~restructuring and stranded cost recovery revenues. In addition, ~~certain~~ tracked revenues include certain incentives earned and carrying ~~charges that are billed in rates to customers.~~charges. Tracked distribution revenues decreased primarily as a result of a decrease in energy supply costs ($44.1 million) driven by decreased average retail prices and lower sales volumes, a decrease in retail transmission charges ($53.9 million), a decrease in the pension rate adjustment mechanism ($14.7 million), and a decrease in transition cost recovery revenues ($11.9 million). Partially offsetting these decreases were an increase in net metering revenues ($20.2 million) and an increase in revenues related to renewable energy requirements ($23.4 million).

~~Transmission~~ revenues increased ~~by $20.6 million~~for the three months ended March 31, 2018, as compared to the same period in 2017, due primarily to the following:



(Millions of Dollars)	CL&P		NSTAR Electric		PSNH
Energy supply procurement	$	57.8	$	32.4	$	18.8
Retail transmission	7.9		14.5		1.6
Other distribution tracking mechanisms	0.4		4.9		1.5

Transmission Revenues: Transmission revenues decreased $6.7 million, $4.1 million and $1.1 million at CL&P, NSTAR Electric and PSNH, respectively, due to the recovery of ~~higher~~lower revenue requirements ~~associated with~~primarily related to the lower federal corporate income tax rate, which was reflected in transmission rates charged to customers effective January 1, 2018, partially offset by an increase related to ongoing investments in our transmission infrastructure.

Purchased Power, Fuel and Transmission expense includes costs associated with purchasing electricity on behalf of CL&P, NSTAR ~~Electric's~~Electric and PSNH's customers. For PSNH, these costs also include PSNH's generation of electricity. These energy supply costs are recovered from customers in ~~rates through DPU-approved~~commission-approved cost tracking mechanisms, which have no impact on earnings (tracked costs). ~~Total~~ Purchased Power, Fuel and Transmission expense ~~decreased~~increased for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2018, as compared to the same period in ~~2016,~~2017, due primarily to the following:


(Millions of Dollars)	Decrease			CL&P		NSTAR Electric		PSNH
Purchased Power Costs	$	(42.3	)	$	40.2	$	42.7	$	47.4
Transmission Costs	(32.8		)	12.1		14.2		2.3
Total Purchased Power and Transmission	$	(75.1	)
Eliminations				4.7		1.8		(1.8		)
Total Purchased Power, Fuel and Transmission				$	57.0	$	58.7	$	47.9

Purchased Power Costs: Included in purchased power costs are the costs associated with ~~NSTAR Electric's basic service charge and deferred energy supply costs. The basic service charge recovers energy-related costs incurred as a result of~~ providing electric generation service supply to all customers who have not migrated to third party suppliers. The decrease in purchased power costs was due primarily to lower prices associated with the procurement of energy supply and lower sales volumes. The decrease in transmission costs was primarily the result of a decrease in the retail transmission cost deferral, which reflects the actual costs of transmission service compared to estimated amounts billed to customers.

~~Operations and Maintenance~~ expense includes tracked costs and costs that are part of base distribution rates with changes impacting earnings (non-tracked costs). Operations and Maintenance expense decreased for the nine months ended September 30, 2017, as compared to the same period in 2016, driven by a $13.0 million decrease in non-tracked costs, which was primarily attributable to lower employee-related expenses, lower bad debt expense and lower storm restoration costs, partially offset by higher shared corporate costs, a $4.9 million charge recorded in the second quarter of 2017 related to the Boston Harbor civil action settlement, and higher vegetation management costs. Tracked costs decreased $0.7 million, which was primarily attributable to lower tracked employee-related expenses, partially offset by higher transmission expenses and higher tracked bad debt expense.

~~Depreciation~~ ~~expense increased for the nine months ended September 30, 2017, as compared to the same period in 2016, due primarily to higher utility plant in service balances.~~

~~Energy Efficiency Programs~~ expense decreased for the nine months ended September 30, 2017, as compared to the same period in 2016, due primarily to the deferral adjustment, which reflects the actual cost of energy efficiency programs compared to the estimated amounts billed to customers and the timing of the recovery of energy efficiency costs. The deferral adjusts costs incurred to match energy efficiency revenue billed to customers. The costs for various state policy initiatives are recovered from customers in rates and have no impact on earnings.

~~Taxes Other Than Income Taxes~~ ~~expense decreased for the nine months ended September 30, 2017, as compared to the same period in 2016, due primarily to a decrease in property tax rates and lower employment-related taxes.~~

~~Interest Expense~~ ~~increased for the nine months ended September 30, 2017, as compared to the same period in 2016, due primarily to new debt issuances.~~

~~Income Tax Expense~~ increased for the nine months ended September 30, 2017, as compared to the same period in 2016, due primarily to higher pre-tax earnings ($6.9 million), partially offset by items that impact our tax rate as a result of regulatory treatment (flow-through items) and permanent differences ($0.1 million).

~~EARNINGS SUMMARY~~

NSTAR Electric's earnings increased $11.8 million for the nine months ended September 30, 2017, as compared to the same period in 2016, due primarily to lower operations and maintenance expense and lower property tax expense, partially offset by lower sales volumes driven by the mild summer weather during the third quarter of 2017, and higher interest and depreciation expense.

~~LIQUIDITY~~

NSTAR Electric had cash flows provided by operating activities of $413.0 million for the nine months ended September 30, 2017, as compared to $564.3 million in the same period of 2016. The decrease in operating cash flows was due primarily to a decrease in regulatory recoveries, which were significantly impacted by the timing of collections of purchased power and transmission costs, an increase of $56.3 million in Pension and PBOP Plan cash contributions, and the income tax payments of $23.9 million made in 2017, compared to the income tax refunds of $28.1 million received in 2016. Partially offsetting these decreases was a favorable impact related to the timing of collections of accounts receivable.

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

The following provides the amounts and variances in operating revenues and expense line items in the statements of income for PSNH for the nine months ended September 30, 2017 and 2016 included in this combined Quarterly Report on Form 10-Q:

For the Nine Months Ended September 30,
(Millions of Dollars) 2017 2016 Increase/
(Decrease) Percent
Operating Revenues $ 733.6
$ 727.8
$ 5.8
0.8 %
Operating Expenses:

Purchased Power, Fuel and Transmission 179.3
155.7
23.6
15.2
Operations and Maintenance 191.2
187.2
4.0
2.1
Depreciation 95.3
86.5
8.8
10.2
Amortization of Regulatory (Liabilities)/Assets, Net (10.7 ) 14.5
(25.2 ) (a)
Energy Efficiency Programs 11.0
10.9
0.1
0.9
Taxes Other Than Income Taxes 67.0
64.5
2.5
3.9
Total Operating Expenses 533.1
519.3
13.8
2.7
Operating Income 200.5
208.5
(8.0 ) (3.8 )
Interest Expense 38.7
37.4
1.3
3.5
Other Income, Net 2.9
1.0
1.9
(a)
Income Before Income Tax Expense 164.7
172.1
(7.4 ) (4.3 )
Income Tax Expense 65.1
66.3
(1.2 ) (1.8 )
Net Income $ 99.6
$ 105.8
$ (6.2 ) (5.9 )%

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

~~Operating Revenues~~

~~PSNH's retail sales volumes were as follows:~~

For the Nine Months Ended September 30,
2017 2016 Decrease Percent
Retail Sales Volumes in GWh 5,835
5,985
(150 ) (2.5 )%

PSNH's Operating Revenues, which consist of base distribution revenues and tracked revenues further described below, increased by $5.8 million for the nine months ended September 30, 2017, as compared to the same period in 2016.

~~Base distribution revenues~~: Base distribution revenues decreased $2.0 million for the nine months ended September 30, 2017, as compared to the same period in 2016, due primarily to a 2.5 percent decrease in sales volumes driven by the mild summer weather during the third quarter of 2017.

~~Tracked revenues:~~ Tracked revenues consist of certain costs that are recovered from customers in rates through NHPUC-approved cost tracking mechanisms and therefore, have no impact on earnings. Costs recovered through cost tracking mechanisms include energy supply procurement and energy-related costs, costs associated with the generation of electricity for customers, retail transmission charges, energy efficiency program costs and stranded cost recovery revenues. In addition, certain tracked revenues include incentives earned and carrying charges that are billed in rates to customers. Tracked distribution revenues decreased primarily as a result of a decrease in revenues related to the timing of the sale of RECs ($15.3 million) and a decrease in the energy service rate ($5.1 million). Partially offsetting these decreases was an increase in retail transmission charges ($7.2 million) and an increase in wholesale generation revenues ($4.0 million).

~~Transmission revenues increased by $17.6 million due primarily to the recovery of higher revenue requirements associated with ongoing investments in our transmission infrastructure.~~

~~Purchased Power, Fuel and Transmission~~ expense includes costs associated with PSNH's generation of electricity, as well as purchasing electricity on behalf of its customers. These generation and energy supply costs are recovered from customers in rates through NHPUC-approved cost tracking mechanisms, which have no impact on earnings (tracked costs). Total Purchased Power, Fuel and Transmission expense increased for the nine months ended September 30, 2017, as compared to the same period in 2016, due primarily to the following:

(Millions of Dollars) Increase
Purchased Power and Generation Fuel Costs $ 5.1
Transmission Costs 18.5
Total Purchased Power, Fuel and Transmission $ 23.6

In order to meet the demand of customers who have not migrated to third party suppliers, PSNH procures power through power supply contracts and spot purchases in the competitive New England wholesale power market and/or produces power through its own generation. The increase in purchased power ~~and generation fuel~~ costs for the three months ended March 31, 2018, as compared to same period in 2017, was due primarily to the following:

The increase at CL&P was due primarily to an increase in the price of standard offer supply associated with the GSC tracking mechanism.

The increase at NSTAR Electric was due primarily to higher prices associated with the procurement of energy supply, partially offset by slightly lower sales volumes.

The increase at PSNH was due primarily to higher purchased power energy expenses that are recovered as a component of the Energy Service ~~rate,~~tracking mechanism, and Regional Greenhouse Gas Initiative ~~related expenses~~related-expenses recovered in the ~~SCRC.~~SCRC tacking mechanism. As a result of the sale of its thermal generation assets on January 10, 2018, PSNH purchased power in place of its self-generation output in the first quarter of 2018.

Transmission Costs: Included in transmission costs are charges that recover the cost of transporting electricity over high-voltage lines from generating plants to substations, including costs allocated by ISO-NE to maintain the wholesale electric market. The increase in transmission costs for the three months ended March 31, 2018, as compared to the same period in 2017, was due primarily to the following:

The increase at CL&P and NSTAR Electric was primarily the result of an increase in costs billed by ISO-NE that support regional grid investment and ~~Local Network Service charges, which reflect the cost of transmission service, as well as~~an increase in the retail transmission cost deferral, which reflects the actual costs of transmission service compared to estimated amounts billed to customers. This was partially offset by a decrease in Local Network Service charges, which reflect the cost of transmission service.

The increase at PSNH was primarily the result of an increase in costs billed by ISO-NE that support regional grid investment. This was partially offset by a decrease in Local Network Service charges and a decrease in the retail transmission cost deferral.

Operations and Maintenance expense includes tracked costs and costs that are part of base distribution rates with changes impacting earnings (non-tracked costs). Operations and Maintenance expense ~~increased~~increased/(decreased) for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2018, as compared to the same period in ~~2016, driven by a $2.1 million increase in tracked costs, which was~~2017, due primarily ~~attributable~~ to higher transmission expenses, partially offset by lower employee-related expenses. Non-tracked costs increased by $1.9 million, which was primarily attributable to higher shared corporate costs and higher vegetation management costs, partially offset by lower employee-related expenses.the following:



(Millions of Dollars)	CL&P			NSTAR Electric			PSNH
Base Electric Distribution (Non-Tracked Costs):
Storm restoration costs	$	1.6		$	5.8		$	(1.8	)
Shared corporate costs (including computer software depreciation at Eversource Service)	1.7			2.2			0.6
Operations-related expenses, including vegetation management, snow removal, vehicles and outside services (excluding storm restoration costs)	(7.3		)	3.4			0.4
Other non-tracked operations and maintenance	(0.1		)	1.0			—
Total Base Electric Distribution (Non-Tracked Costs)	(4.1		)	12.4			(0.8		)
Tracked Costs:
Decrease of PSNH generation operations expenses due to the January 10, 2018 sale of thermal generation assets	—			—			(7.6		)
Transmission expenses	(6.2		)	(3.1		)	(1.3		)
Other tracked operations and maintenance	(1.1		)	(6.5		)	(2.9		)
Total Tracked Costs	(7.3		)	(9.6		)	(11.8		)
Total Operations and Maintenance	$	(11.4	)	$	2.8		$	(12.6	)

Depreciationexpense increased at CL&P and NSTAR Electric for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2018, as compared to the same period in ~~2016,~~2017, due primarily to higher utility plant in service balances. The decrease at PSNH is due to lower plant in service balances as a result of the sale of thermal generation assets on January 10, 2018.

Amortization of Regulatory ~~(Liabilities)/~~Assets, Net expense includes the deferral of energy supply and energy-related costs included in certain regulatory-approved tracking mechanisms, and the amortization of certain ~~costs, which are recovered from customers in rates and have no impact on earnings. The~~costs. This deferral adjusts expense to match the corresponding revenues. ~~The decrease~~Amortization of Regulatory Assets, Net increased at CL&P and NSTAR Electric for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2018, as compared to the same period in ~~2016, was~~2017, due primarily to the ~~fluctuation~~deferral adjustment of ~~the deferral,~~energy supply and energy-related costs, which can fluctuate from period to period based on the timing of costs incurred and related rate changes to recover these costs.

~~Taxes Other Than Income Taxes~~ ~~expense increased for~~Energy supply and energy-related costs, which are the ~~nine months ended September 30, 2017, as compared to the same period in 2016, due primarily to an increase in property taxes due to higher plant balances.~~

~~Income Tax Expense~~ ~~decreased for the nine months ended September 30, 2017, as compared to the same period in 2016, due primarily to lower pre-tax earnings ($2.6 million) and items that impact our tax rate as a result~~primary drivers of ~~regulatory treatment (flow-through items) and permanent differences ($1.0 million), partially offset by the absence of a tax credit in 2017 ($2.4 million).~~

~~EARNINGS SUMMARY~~

PSNH's earnings decreased $6.2 million for the nine months ended September 30, 2017, as compared to the same period in 2016, due primarily to lower generation earnings, higher property tax and depreciation expense and lower sales volumes driven by the mild summer weather during the third quarter of 2017. These unfavorable earnings impacts were partially offset by an increase in transmission earnings driven by a higher transmission rate base.

~~LIQUIDITY~~

PSNH had cash flows provided by operating activities of $264.0 million for the nine months ended September 30, 2017, as compared to $306.0 million in the same period of 2016. The decrease in operating cash flows was due primarily to the income tax payments of $11.8 million made in 2017, compared to the income tax refunds of $41.3 million received in 2016. Partially offsetting this decrease was $16.2 million of lower Pension Plan contributions made in 2017, as compared to 2016, and the favorable impacts related to the timing of regulatory recoveries.

~~RESULTS OF OPERATIONS – WESTERN MASSACHUSETTS ELECTRIC COMPANY~~

The following provides the amounts and variances in operating revenues and expense line items in the statements of income for WMECO for the nine months ended September 30, 2017 and 2016 included in this combined Quarterly Report on Form 10-Q:

For the Nine Months Ended September 30,
(Millions of Dollars) 2017 2016
Increase/
(Decrease)
Percent
Operating Revenues $ 377.2
$ 368.5
$ 8.7
2.4 %
Operating Expenses:

Purchased Power and Transmission 109.6
104.4
5.2
5.0
Operations and Maintenance 65.8
68.0
(2.2 ) (3.2 )
Depreciation 36.8
34.4
2.4
7.0
Amortization of Regulatory Assets/(Liabilities), Net (0.6 ) 3.3
(3.9 ) (a)
Energy Efficiency Programs 29.7
33.6
(3.9 ) (11.6 )
Taxes Other Than Income Taxes 31.4
30.4
1.0
3.3
Total Operating Expenses 272.7
274.1
(1.4 ) (0.5 )
Operating Income 104.5
94.4
10.1
10.7
Interest Expense 18.8
18.3
0.5
2.7
Other Income, Net 1.4
0.1
1.3
(a)
Income Before Income Tax Expense 87.1
76.2
10.9
14.3
Income Tax Expense 34.7
30.1
4.6
15.3
Net Income $ 52.4
$ 46.1
$ 6.3
13.7 %

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

~~Operating Revenues~~

~~WMECO's retail sales volumes were as follows:~~

For the Nine Months Ended September 30,
2017 2016 Decrease Percent
Retail Sales Volumes in GWh 2,579
2,695
(116 ) (4.3 )%

WMECO's Operating Revenues, which consist of base distribution revenues and tracked revenues further described below, increased by $8.7 million for the nine months ended September 30, 2017, as compared to the same period in 2016.

Fluctuations in WMECO's sales volumes do not impact the level of base distribution revenue realized or earnings due to the DPU-approved revenue decoupling mechanism. WMECO's revenue decoupling mechanism permits recovery of a base amount of distribution revenues ($132.4 million annually) and breaks the relationship between sales volumes and revenues recognized. The revenue decoupling mechanism results in the recovery of approved base distribution revenue requirements.

~~Fluctuations in the overall level of operating revenues are primarily related to tracked revenues. Tracked revenues consist of certain costs that~~amortization, are recovered from customers in rates ~~through DPU-approved cost tracking mechanisms~~ and ~~therefore,~~ have no impact on earnings. Costs recovered through cost tracking mechanisms include energy supply procurement and other energy-related costs, retail transmission charges, energy efficiency program costs, low income assistance programs, and restructuring and stranded cost recovery revenues. In addition, certain tracked revenues include incentives earned and carrying charges that are billed in rates to customers. Tracked distribution revenues decreased due primarily to a decrease in energy supply costs ($10.8 million) driven by decreased average retail prices and lower sales volumes, partially offset by increases in revenues related to renewable energy requirements ($6.6 million).

~~Transmission revenues increased by $12.0 million due primarily to the recovery of higher revenue requirements associated with ongoing investments in our transmission infrastructure.~~

~~Purchased Power and Transmission~~ expense includes costs associated with purchasing electricity on behalf of WMECO's customers. These energy supply costs are recovered from customers in rates through DPU-approved cost tracking mechanisms, which have no impact on earnings (tracked costs). Total Purchased Power and Transmission expense increased for the nine months ended September 30, 2017, as compared to the same period in 2016, due primarily to the following:

(Millions of Dollars) Increase/(Decrease)
Purchased Power Costs $ (2.6 )
Transmission Costs 7.8
Total Purchased Power and Transmission $ 5.2

Included in purchased power costs are the costs associated with WMECO's basic service charge and deferred energy supply costs. The basic service charge recovers energy-related costs incurred as a result of providing electric generation service supply to all customers who have not migrated to third party suppliers. The decrease in purchased power costs for the nine months ended September 30, 2017, as compared to the same period in 2016, was due primarily to lower prices associated with the procurement of energy supply and lower sales volumes. The increase in transmission costs for the nine months ended September 30, 2017, as compared to the same period in 2016, was primarily the result of an increase in costs billed by ISO-NE that support regional grid investment, and Local Network Service charges, which reflect the cost of transmission service, as well as the retail transmission cost deferral, which reflects actual costs of transmission service compared to estimated amounts billed to customers.

~~Operations and Maintenance~~ expense includes tracked costs and costs that are part of base distribution rates with changes impacting earnings (non-tracked costs). Operations and Maintenance expense decreased for the nine months ended September 30, 2017, as compared to the same period in 2016, driven by a decrease in non-tracked costs of $1.9 million, which was primarily attributable to lower employee-related expenses, partially offset by higher shared corporate costs. Tracked costs also decreased by $0.3 million, which was primarily attributable to lower tracked employee-related expenses, and a lower deferral adjustment for RECs generated and sold by the WMECO solar program, partially offset by higher transmission expenses.

~~Depreciation~~ ~~expense increased for the nine months ended September 30, 2017, as compared to the same period in 2016, due primarily to higher utility plant in service balances.~~

~~Amortization of Regulatory Assets/(Liabilities), Net~~ expense decreased for the nine months ended September 30, 2017, as compared to the same period in 2016, due to the timing of refunds or recovery of tracked costs to/from customers in rates. These costs have no impact on earnings.

Energy Efficiency Programs expenseincludes costs for various state energy policy initiatives and expanded energy efficiency programs and the majority is recovered from customers in rates and has no impact on earnings. Energy Efficiency Programs expensedecreased for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2018, as compared to ~~the~~ same period in ~~2016,~~2017, due primarily to the following:

The decrease at CL&P is due primarily to the deferral adjustment of a State of Connecticut policy change requiring CL&P to remit $12.7 million of 2018 energy efficiency funds to the State of Connecticut. These costs were collected from CL&P's customers and remitted to the State of Connecticut; as such we have classified this amount as Taxes Other than Income Taxes.

The decrease at NSTAR Electric is due to the deferral adjustment, which reflects the actual cost of energy efficiency programs compared to the estimated amounts billed to customers, and the timing of the recovery of energy efficiency costs. The deferral adjusts costs incurred to match energy efficiency revenue billed to customers.

Taxes Other Than Income Taxes increased/(decreased) for the three months ended March 31, 2018, as compared to same period in 2017, due primarily to the following:

The ~~costs for various state~~increase at CL&P is due primarily to the deferral adjustment of a State of Connecticut policy ~~initiatives~~change requiring CL&P to remit $12.7 million of 2018 energy efficiency funds to the State of Connecticut, as well as higher property taxes due to higher utility plant balances and an increase in gross earnings taxes. Gross earnings taxes are recovered from customers in rates and have no impact on earnings.

The increase at NSTAR Electric is due primarily to higher property taxes.

The decrease at PSNH is due primarily to the absence of property taxes as a result of the sale of thermal generation assets on January 10, 2018 and a 2018 refund of disputed taxes for prior years from the Town of Bow, New Hampshire, partially offset by higher property taxes due to higher utility plant balances.

Interest Expense at CL&P increased for the three months ended March 31, 2018, as compared to the same period in 2017, due primarily to higher interest on long-term debt as a result of new debt issuances ($1.7 million). Interest expense decreased at NSTAR Electricdue primarily to a decrease in regulatory deferrals, which decreased interest expense ($1.5 million).

Other Income, Net increased for the three months ended March 31, 2018, as compared to same period in 2017, due primarily to the following:

The increase at CL&P is due to an increase related to pension, SERP and PBOP non-service income components ($2.5 million) and higher AFUDC related to equity funds ($0.8 million).

The increase at NSTAR Electric is due to an increase related to pension, SERP and PBOP non-service income components ($3.4 million) and higher AFUDC related to equity funds ($1.5 million).

The increase at PSNH is due to interest income related to a 2018 refund of disputed property taxes for prior years.

Income Tax Expense ~~increased~~decreased for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2018, as compared to ~~the~~ same period in ~~2016,~~2017, due primarily to ~~higher~~the following:

The decrease at CL&P was due primarily to the new federal tax law enacted December 22, 2017, the Tax Cuts and Jobs Act, reducing the federal corporate tax rate from 35 percent to 21 percent and lower pre-tax earnings ($~~3.8~~23.7 million), and items that impact our tax rate as a result of regulatory treatment (flow-through items) and permanent differences ($~~0.8~~1.5 million).

The decrease at NSTAR Electric was due primarily to the new federal tax law enacted December 22, 2017, the Tax Cuts and Jobs Act, reducing the federal corporate tax rate from 35 percent to 21 percent and lower pre-tax earnings ($25.8 million), partially offset by items that impact our tax rate as a result of regulatory treatment (flow-through items) and permanent differences ($0.5 million).

The decrease at PSNH was due primarily to the new federal tax law enacted December 22, 2017, the Tax Cuts and Jobs Act, reducing the federal corporate tax rate from 35 percent to 21 percent and lower pre-tax earnings ($9.9 million), partially offset by items that impact our tax rate as a result of regulatory treatment (flow-through items) and permanent differences ($0.2 million).

EARNINGS SUMMARY

~~WMECO's~~CL&P's earnings increased ~~$6.3~~$8.4 millionfor the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2018, as compared to the same period in ~~2016,~~2017, due primarily to ~~an increase in transmission earnings driven by a higher transmission rate base, and~~ lower non-tracked operations and maintenance expense and a lower effective tax rate resulting from the Tax Cuts and Jobs Act, which reduced the federal corporate income tax rate effective January 1, 2018. The earnings increase was partially offset by higher depreciation expense and higher property tax expense.

NSTAR Electric's earnings decreased $6.3 million for the three months ended March 31, 2018, as compared to the same period in 2017, due primarily to higher non-tracked operations and maintenance expense and higher property tax expense. The earnings decrease was partially offset by a lower effective tax rate resulting from the Tax Cuts and Jobs Act and higher sales volumes in January 2018 (prior to the decoupled rate structure) driven by the colder weather, as compared to the same period in 2017.

PSNH's earnings increased $0.8 million for the three months ended March 31, 2018, as compared to the same period in 2017, due primarily to a lower effective tax rate resulting from the Tax Cuts and Jobs Act, and lower property tax expense due to the 2018 refund of disputed property taxes for prior tax years. The earnings increase was partially offset by lower generation earnings due to the sale of thermal generation assets on January 10, 2018.

LIQUIDITY

~~WMECO~~Cash Flows: CL&P had cash flows provided by operating activities of ~~$92.0~~$64.7 million for the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2018, as compared to ~~$124.8~~$173.4 million in the same period of ~~2016.~~2017. The decrease in operating cash flows was due primarily to $82.3 million in pension contributions made in the first quarter of 2018, cash payments made for storm restoration costs of approximately $21 million, and the timing of collections and payments related to our working capital items, including accounts receivable and accounts payable. Partially offsetting these decreases were the timing of regulatory recoveries and an increase in distribution rates due to higher rate base.

NSTAR Electric had cash flows provided by operating activities of $136.5 million for the three months ended March 31, 2018, as compared to $157.1 million in the same period of 2017. The decrease in operating cash flows was due primarily to the timing of collections on accounts receivables, cash payments made for storm restoration costs of approximately $46 million and income tax payments ~~of $2.0 million~~ made in ~~2017,~~2018 of $8.8 million, compared to ~~the~~ income tax refunds ~~of $21.6 million~~ received in ~~2016,~~2017 of $30.2 million. Partially offsetting these decreases were increases in regulatory overrecoveries and the ~~unfavorable impacts~~timing of payments related to our working capital items, including accounts payable.

PSNH had cash flows provided by operating activities of $96.2 million for the three months ended March 31, 2018, as compared to $113.2 million in the same period of 2017. The decrease in operating cash flows was due primarily to the timing of collections and payments of our working capital items, including accounts ~~receivable.~~payable. Partially offsetting these ~~unfavorable impacts~~decreases was the ~~benefit~~income tax refunds of $4.4 million received in 2018, compared to the income tax payments of $9.0 million made in 2017.

In the first quarter of 2018, CL&P, NSTAR Electric and PSNH paid $60.0 million, $161.0 million, and $150.0 million, respectively, in common stock dividends to Eversource parent.

Investments in Property, Plant and Equipment on the statements of cash flows do not include amounts incurred on capital projects but not yet paid, cost of removal, AFUDC related to equity funds, and the ~~timing~~capitalized portions of ~~regulatory recoveries.~~pension expense. In the first quarter of 2018, investments for CL&P, NSTAR Electric, and PSNH were $202.1 million, $192.0 million, and $72.3 million, respectively.

Commercial Paper Programs, Credit Agreements and Notes Payable: Eversource parent has a $1.45 billion commercial paper program allowing Eversource parent to issue commercial paper as a form of short-term debt, with intercompany loans to certain subsidiaries, including CL&P and PSNH. Eversource parent, CL&P and PSNH are also parties to a five-year $1.45 billion revolving credit facility. The revolving credit facility terminates on December 8, 2022 and serves to backstop Eversource parent's $1.45 billion commercial paper program. The weighted-average interest rate on the commercial paper borrowings as of March 31, 2018 and December 31, 2017 was 2.31 percent and 1.86 percent, respectively. As of March 31, 2018, there were no intercompany loans from Eversource parent to CL&P and $271.3 million to PSNH. As of December 31, 2017, there were intercompany loans from Eversource parent of $69.5 million to CL&P and $262.9 million to PSNH.

NSTAR Electric has a $650 million commercial paper program allowing NSTAR Electric to issue commercial paper as a form of short-term debt. NSTAR Electric is also a party to a five-year $650 million revolving credit facility. The revolving credit facility terminates on December 8, 2022 and serves to backstop NSTAR Electric's $650 million commercial paper program. As of March 31, 2018 and December 31, 2017, NSTAR Electric had $367.0 million and $234.0 million, respectively, in short-term borrowings outstanding under its commercial paper program, leaving $283.0 million and $416.0 million of available borrowing capacity as of March 31, 2018 and December 31, 2017, respectively. The weighted-average interest rate on these borrowings as of March 31, 2018 and December 31, 2017 was 1.75 percent and 1.55 percent, respectively.

There were no borrowings outstanding on either the Eversource parent or NSTAR Electric revolving credit facilities as of March 31, 2018 or December 31, 2017.

Long-Term Debt:The following table summarizes long-term debt issuances and repayments:



(Millions of Dollars)	Issue Date	Issuances/(Repayments)			Maturity Date	Use of Proceeds
CL&P:
4.00% 2018 Series A First Mortgage Bonds	March 2018	$	500.0		2048	Repay long-term debt due to mature in 2018 and repay short-term borrowings
5.65% 2008 Series A First Mortgage Bonds ⁽¹⁾	May 2008	(300.0		)	2018	N/A
PSNH:
6.00% 2008 Series O First Mortgage Bonds ⁽¹⁾	May 2008	(110.0		)	2018	N/A


⁽¹⁾	Represents a repayment at maturity paid on May 1, 2018.


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. Eversource's Energy Supply Risk Committee, comprised of senior officers, reviews and approves all large scale energy related transactions entered into 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 IPPs, industrial companies, natural gas and electric utilities, oil and gas producers, financial institutions, and other energy marketers. Margin accounts exist within this diverse group, and we realize interest receipts and payments related to balances outstanding in these margin accounts. This wide customer and supplier mix generates a need for a variety of contractual structures, products and terms that, in turn, require us to manage the portfolio of market risk inherent in those transactions in a manner consistent with the parameters established by our risk management process.

Our Regulated companies are subject to credit risk from certain long-term or high-volume supply contracts with energy marketing companies. Our Regulated companies manage the credit risk with these counterparties in accordance with established credit risk practices and monitor contracting risks, including credit risk. As of ~~September 30, 2017,~~March 31, 2018, our Regulated companies ~~did not hold~~held collateral (letters of ~~credit)~~credit or cash) of $10 million from counterparties related to our standard service contracts. As of ~~September 30, 2017,~~March 31, 2018, Eversource had ~~$24.5~~$35.6 million of cash posted with ISO-NE related to energy transactions.

We have provided additional disclosures regarding interest rate risk management and credit risk management in Part II, Item 7A, "Quantitative and Qualitative Disclosures about Market Risk," in Eversource's ~~2016~~2017 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 Eversource ~~2016~~2017 Form 10-K.


ITEM 4.	CONTROLS AND PROCEDURES

Management, on behalf of Eversource, CL&P, NSTAR Electric ~~PSNH~~ and ~~WMECO,~~PSNH, evaluated the design and operation of the disclosure controls and procedures as of ~~September 30, 2017~~March 31, 2018 to determine whether they are effective in ensuring that the disclosure of required information is made timely and in accordance with the Securities Exchange Act of 1934 and the rules and regulations of the SEC. This evaluation was made under management's supervision and with management's participation, including the principal executive officer 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 officer and principal financial officer have concluded, based on their review, that the disclosure controls and procedures of Eversource, CL&P, NSTAR Electric ~~PSNH~~ and ~~WMECO~~PSNH 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 officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

During the third quarter of 2017, Eversource implemented a new supply chain management system resulting in a material change in internal controls over financial reporting. This new supply chain system consisted of both modern software tools and revised processes that consolidated and standardized all supply chain processes and practices across all of Eversource, including CL&P, NSTAR Electric, PSNH, and WMECO. Pre-implementation testing and post-implementation reviews were conducted by management to ensure that internal controls surrounding the system implementation process, the applications, and the closing process were properly designed to prevent material financial statement errors. Such procedures included the review of required documents, user acceptance testing, change management procedures, access controls, data migration strategies and reconciliations, application interface testing and other standard application controls.

~~Except as described above, there~~There have been no changes in internal controls over financial reporting for Eversource, CL&P, NSTAR Electric ~~PSNH~~ and ~~WMECO~~PSNH during the quarter ended ~~September 30, 2017~~March 31, 2018 that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.

PART II. OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS

We are parties to various legal proceedings. We have disclosed these legal proceedings in Part I, Item 3, "Legal Proceedings," and elsewhere in our ~~2016~~2017 Form 10-K. These disclosures are incorporated herein by reference.

On May 22, 2017, each of the Yankee Companies filed subsequent lawsuits against the DOE in the Court of Federal Claims seeking damages totaling approximately $100 million for CYAPC, YAEC and MYAPC, covering the years from 2013 to 2016 (“DOE Phase IV”). The DOE Phase IV trial is expected to begin in 2018. For a further discussion of the ~~Yankee Companies v. U.S. Department of Energy,~~ ~~see Part I, Item 3, “Legal Proceedings” of our 2016 Form 10-K.~~

~~Other than as set forth above, there~~There have been no additional material legal proceedings identified and no further material changes with regard to the legal proceedings previously disclosed in our ~~2016~~2017 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 Statements,"~~our forward-looking statements section in Item 2, "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 Factors," in our ~~2016~~2017 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 ~~2016~~2017 Form 10-K.


ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table discloses purchases of our common shares made by us or on our behalf for the periods shown below. The common shares purchased consist of open market purchases made by the Company or an independent agent. These share transactions related to shares awarded under the Company's Incentive Plan and Dividend Reinvestment Plan and matching contributions under the Eversource 401k Plan.

Period
Total Number of
Shares Purchased
Average Price
Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans and Programs (at month end)
July 1 - July 31, 2017 99,090
$ 60.76
—
—
August 1 - August 31, 2017 4,802
62.08
—
—
September 1 - September 30, 2017 74,148
60.77
—
—
Total 178,040
$ 60.80
—
—



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, 2018	12,413	$	61.34	—	—
February 1 - February 28, 2018	240,110	57.65		—	—
March 1 - March 31, 2018	65,215	58.49		—	—
Total	317,738	$	57.97	—	—


ITEM 6.	EXHIBITS

Each document described below is filed herewith, unless designated with an asterisk (*), which exhibits are incorporated by reference by the registrant under whose name the exhibit appears.



	Exhibit No.	Description

	Listing of Exhibits (Eversource)

	~~10.1~~ 4.1	~~Thirteen~~Tenth Supplemental Indenture ~~of Mortgage and Deed of Trust~~ between ~~Yankee Gas Services Company~~Eversource Energy and The Bank of New York ~~Mellon~~ Trust Company N.A., ~~successor~~ as Trustee, ~~to The Bank of New York, as successor to Fleet National Bank (formerly known as The Connecticut National Bank),~~ dated as of ~~September~~January 1, ~~2017~~ 2018, relating to $200 million of Senior Notes, Series I, due 2021 and $450 million of Senior Notes, Series M, due 2028 (Exhibit 4.1, Eversource Energy Current Report on Form 8-K filed on January 12, 2018, File No. 001-05324)

	12	Ratio of Earnings to Fixed Charges

	31	Certification by the Chief Executive Officer of Eversource Energy pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	31.1	Certification by the Chief Financial Officer of Eversource Energy pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	32	Certification by the Chief Executive Officer and Chief Financial Officer of Eversource Energy pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	Listing of Exhibits (CL&P)

*	~~4.2~~ 4.1	Supplemental Indenture ~~(2017~~(2018 Series A Bonds) between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of ~~August~~March 1, ~~2017 (incorporated by reference to~~ 2018 (Exhibit 4.1 CL&P Current Report on Form 8-K filed ~~August 23, 2017,~~on April 2, 2018, File No. 000-00404)

	12	Ratio of Earnings to Fixed Charges

	31	Certification by the Chairman of The Connecticut Light and Power Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	31.1	Certification by the Chief Financial Officer of The Connecticut Light and Power Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	32	Certification by the Chairman and the 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

	Listing of Exhibits (NSTAR Electric Company)

	12	Ratio of Earnings to Fixed Charges

	31	Certification by the Chairman of NSTAR Electric Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	31.1	Certification by the Chief Financial Officer of NSTAR Electric Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	32	Certification by the Chairman and the 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

	Listing of Exhibits (PSNH)

	12	Ratio of Earnings to Fixed Charges

	31	Certification by the Chairman of Public Service Company of New Hampshire pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	31.1	Certification by the Chief Financial Officer of Public Service Company of New Hampshire pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



	32
	32		Certification by the Chairman and the 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

	~~Listing of Exhibits (WMECO)~~

	12		~~Ratio of Earnings to Fixed Charges~~

	31		~~Certification by the Chairman of Western Massachusetts Electric Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~

	~~31.1~~		~~Certification by the Chief Financial Officer of Western Massachusetts Electric Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~

	32		Certification by the Chairman and the 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

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

	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

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.



	EVERSOURCE ENERGY

~~November~~May 3, ~~2017~~2018	By:	/s/ Jay S. Buth
		Jay S. Buth
		Vice President, Controller and Chief Accounting Officer

SIGNATURE



	THE CONNECTICUT LIGHT AND POWER COMPANY

~~November~~May 3, ~~2017~~2018	By:	/s/ Jay S. Buth
		Jay S. Buth
		Vice President, Controller and Chief Accounting Officer

~~SIGNATURE~~



	~~NSTAR ELECTRIC COMPANY~~

~~November 3, 2017~~	~~By:~~	~~/s/ Jay S. Buth~~
		~~Jay S. Buth~~
		~~Vice President, Controller and Chief Accounting Officer~~

SIGNATURE



	~~PUBLIC SERVICE~~NSTAR ELECTRIC COMPANY ~~OF NEW HAMPSHIRE~~

~~November~~May 3, ~~2017~~2018	By:	/s/ Jay S. Buth
		Jay S. Buth
		Vice President, Controller and Chief Accounting Officer

SIGNATURE



	~~WESTERN MASSACHUSETTS ELECTRIC~~PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE

~~November~~May 3, ~~2017~~2018	By:	/s/ Jay S. Buth
		Jay S. Buth
		Vice President, Controller and Chief Accounting Officer

6458



(Millions of Dollars)
Gross Plant	$	1,184.1
Accumulated Depreciation	(573.3		)
Net Plant	610.8
Fuel	92.9
Materials and Supplies	44.0
Emission Allowances	19.4
Total Generation Assets	$	767.1



(Millions of Dollars)	Increase
Purchased Power and Generation Fuel Costs	$	5.1
Transmission Costs	18.5
Total Purchased Power, Fuel and Transmission	$	23.6