Document



 
eversourcea01.jpg
 

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 June 30, 2017
 
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 July 31, 2017
 
 
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 shares
Public Service Company of New Hampshire Common Stock, $1.00 par value
301 shares
Western Massachusetts Electric Company Common Stock, $25.00 par value
434,653 shares

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

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

Eversource Energy, The Connecticut Light and Power Company, NSTAR Electric Company, Public Service Company of New Hampshire, and Western Massachusetts Electric Company each separately file this combined Form 10-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 or 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
NPT
Northern Pass Transmission LLC
Eversource Service
Eversource Energy Service Company
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 companies are comprised of the electric distribution and transmission businesses of CL&P, NSTAR Electric, PSNH, and WMECO, the natural gas distribution businesses of Yankee Gas and NSTAR Gas, the generation activities of PSNH and WMECO, and NPT
 
 
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
Accumulated Other Comprehensive Loss
ARO
Asset Retirement Obligation
Bay State Wind
A project being developed jointly by Eversource and Denmark-based DONG Energy to construct an offshore wind farm off the coast of Massachusetts
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

i



ESOP
Employee Stock Ownership Plan
ESPP
Employee Share Purchase Plan
Eversource 2016 Form 10-K
The Eversource Energy and Subsidiaries 2016 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
Million cubic feet
MGP
Manufactured Gas Plant
MMBtu
One million British thermal units
Moody's
Moody's Investors Services, Inc.
MW
Megawatt
MWh
Megawatt-Hours
NEEWS
New England East-West Solution
NETOs
New England Transmission Owners
Northern Pass
The high-voltage direct-current and associated alternating-current transmission line project from Canada into New Hampshire
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

ii



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
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PART II – OTHER INFORMATION
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

iii




EVERSOURCE ENERGY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Thousands of Dollars)
As of June 30, 2017

As of December 31, 2016





ASSETS
 


 
Current Assets:
 


 
Cash and Cash Equivalents
$
24,638


$
30,251

Receivables, Net
833,945


847,301

Unbilled Revenues
158,183


168,490

Fuel, Materials, Supplies and Inventory
286,296


328,721

Regulatory Assets
870,393


887,625

Prepayments and Other Current Assets
157,359


215,284

Total Current Assets
2,330,814


2,477,672







Property, Plant and Equipment, Net
22,071,496


21,350,510







Deferred Debits and Other Assets:
 


 

Regulatory Assets
3,580,981


3,638,688

Goodwill
3,519,401


3,519,401

Marketable Securities
565,460


544,642

Other Long-Term Assets
590,688


522,260

Total Deferred Debits and Other Assets
8,256,530


8,224,991







Total Assets
$
32,658,840


$
32,053,173





LIABILITIES AND CAPITALIZATION
 

 
Current Liabilities:
 

 
Notes Payable
$
937,500


$
1,148,500

Long-Term Debt – Current Portion
1,483,883


773,883

Accounts Payable
587,174


884,521

Regulatory Liabilities
185,930


146,787

Other Current Liabilities
591,222


684,914

Total Current Liabilities
3,785,709


3,638,605





Deferred Credits and Other Liabilities:
 

 
Accumulated Deferred Income Taxes
5,900,052


5,607,207

Regulatory Liabilities
696,740


702,255

Derivative Liabilities
402,138


413,676

Accrued Pension and SERP
1,073,510


1,141,514

Other Long-Term Liabilities
860,579


853,260

Total Deferred Credits and Other Liabilities
8,933,019


8,717,912







Capitalization:
 

 
Long-Term Debt
8,899,021


8,829,354







Noncontrolling Interest - Preferred Stock of Subsidiaries
155,568


155,568







Equity:
 

 
Common Shareholders' Equity:
 

 
Common Shares
1,669,392


1,669,392

Capital Surplus, Paid In
6,232,501


6,250,224

Retained Earnings
3,364,336


3,175,171

Accumulated Other Comprehensive Loss
(62,935
)

(65,282
)
Treasury Stock
(317,771
)

(317,771
)
Common Shareholders' Equity
10,885,523


10,711,734

Total Capitalization
19,940,112


19,696,656







Total Liabilities and Capitalization
$
32,658,840


$
32,053,173


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

1



EVERSOURCE ENERGY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
(Thousands of Dollars, Except Share Information)
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
Operating Revenues
$
1,762,811

 
$
1,767,184

 
$
3,867,946

 
$
3,822,819

 
 
 
 
 
 
 
 
Operating Expenses:
 
 
 
 
 
 
 
Purchased Power, Fuel and Transmission
549,704

 
581,260

 
1,303,353

 
1,336,119

Operations and Maintenance
302,714

 
320,714

 
632,979

 
640,850

Depreciation
189,881

 
176,507

 
376,686

 
350,492

Amortization of Regulatory (Liabilities)/Assets, Net
(7,807
)
 
(8,716
)
 
16,210

 
12,281

Energy Efficiency Programs
116,398

 
119,667

 
262,556

 
256,842

Taxes Other Than Income Taxes
156,234

 
154,330

 
311,455

 
314,277

Total Operating Expenses
1,307,124

 
1,343,762

 
2,903,239

 
2,910,861

Operating Income
455,687

 
423,422

 
964,707

 
911,958

Interest Expense
107,329

 
100,492

 
210,758

 
198,703

Other Income, Net
21,543

 
8,038

 
35,120

 
10,049

Income Before Income Tax Expense
369,901

 
330,968

 
789,069

 
723,304

Income Tax Expense
137,272

 
125,439

 
295,103

 
271,742

Net Income
232,629

 
205,529

 
493,966

 
451,562

Net Income Attributable to Noncontrolling Interests
1,880

 
1,880

 
3,759

 
3,759

Net Income Attributable to Common Shareholders
$
230,749

 
$
203,649

 
$
490,207

 
$
447,803

 
 
 
 
 
 
 
 
Basic and Diluted Earnings Per Common Share
$
0.72

 
$
0.64

 
$
1.54

 
$
1.41

 
 
 
 
 
 
 
 
Dividends Declared Per Common Share
$
0.48

 
$
0.45

 
$
0.95

 
$
0.89

 
 
 
 
 
 
 
 
Weighted Average Common Shares Outstanding:
 
 
 
 
 
 
 
Basic
317,391,365

 
317,785,495

 
317,427,258

 
317,651,319

Diluted
317,947,194

 
318,476,699

 
318,035,864

 
318,478,876


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 June 30,
 
For the Six Months Ended June 30,
(Thousands of Dollars)
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
Net Income
$
232,629

 
$
205,529

 
$
493,966

 
$
451,562

Other Comprehensive (Loss)/Income, Net of Tax:
 
 
 
 
 
 
 
Qualified Cash Flow Hedging Instruments
514

 
534

 
1,048

 
1,068

Changes in Unrealized Gains on Marketable
  Securities
960

 
1,061

 
2,605

 
1,325

Changes in Funded Status of Pension, SERP and
  PBOP Benefit Plans
(2,268
)
 
(1,784
)
 
(1,306
)
 
(913
)
Other Comprehensive (Loss)/Income, Net of Tax
(794
)
 
(189
)
 
2,347

 
1,480

Comprehensive Income Attributable to
  Noncontrolling Interests
(1,880
)
 
(1,880
)
 
(3,759
)
 
(3,759
)
Comprehensive Income Attributable to Common
  Shareholders
$
229,955

 
$
203,460

 
$
492,554

 
$
449,283


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

2



EVERSOURCE ENERGY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
For the Six Months Ended June 30,
(Thousands of Dollars)
2017
 
2016




Operating Activities:
 

 
Net Income
$
493,966


$
451,562

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

 
Depreciation
376,686


350,492

Deferred Income Taxes
269,505


250,851

Pension, SERP and PBOP Expense, Net
11,242


22,659

Pension and PBOP Contributions
(91,400
)

(65,929
)
Regulatory Over/(Under) Recoveries, Net
85,792


(5,768
)
Amortization of Regulatory Assets, Net
16,210


12,281

Other
(94,666
)

(10,808
)
Changes in Current Assets and Liabilities:
 

 
Receivables and Unbilled Revenues, Net
(7,660
)

(76,751
)
Fuel, Materials, Supplies and Inventory
42,425


43,930

Taxes Receivable/Accrued, Net
23,980


230,075

Accounts Payable
(168,221
)

(151,996
)
Other Current Assets and Liabilities, Net
(49,889
)

(72,160
)
Net Cash Flows Provided by Operating Activities
907,970


978,438





Investing Activities:
 

 
Investments in Property, Plant and Equipment
(1,146,952
)

(869,168
)
Proceeds from Sales of Marketable Securities
373,853


327,581

Purchases of Marketable Securities
(394,379
)

(322,244
)
Other Investing Activities
(11,050
)

(2,991
)
Net Cash Flows Used in Investing Activities
(1,178,528
)

(866,822
)




Financing Activities:
 

 
Cash Dividends on Common Shares
(301,042
)

(282,314
)
Cash Dividends on Preferred Stock
(3,759
)

(3,759
)
Decrease in Notes Payable
(211,000
)

(393,953
)
Issuance of Long-Term Debt
950,000


800,000

Retirements of Long-Term Debt
(150,000
)

(200,000
)
Other Financing Activities
(19,254
)

(16,811
)
Net Cash Flows Provided by/(Used in) Financing Activities
264,945


(96,837
)
Net (Decrease)/Increase in Cash and Cash Equivalents
(5,613
)

14,779

Cash and Cash Equivalents - Beginning of Period
30,251


23,947

Cash and Cash Equivalents - End of Period
$
24,638


$
38,726


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



3




THE CONNECTICUT LIGHT AND POWER COMPANY
CONDENSED BALANCE SHEETS
(Unaudited)
(Thousands of Dollars)
As of June 30, 2017
 
As of December 31, 2016
 
 
 
 
ASSETS
 
 
 
Current Assets:
 
 
 
Cash
$
5,837

 
$
6,579

Receivables, Net
371,504

 
359,132

Accounts Receivable from Affiliated Companies
22,805

 
16,851

Unbilled Revenues
50,436

 
50,373

Materials, Supplies and Inventory
57,324

 
52,050

Regulatory Assets
346,520

 
335,526

Prepayments and Other Current Assets
14,608

 
52,670

Total Current Assets
869,034

 
873,181

 
 
 
 
Property, Plant and Equipment, Net
7,940,398

 
7,632,392

 
 
 
 
Deferred Debits and Other Assets:
 
 
 
Regulatory Assets
1,343,011

 
1,391,564

Other Long-Term Assets
138,405

 
137,907

Total Deferred Debits and Other Assets
1,481,416

 
1,529,471

 
 
 
 
Total Assets
$
10,290,848

 
$
10,035,044

 
 
 
 
LIABILITIES AND CAPITALIZATION
 
 
 
Current Liabilities:
 
 
 
Notes Payable to Eversource Parent
$
101,100

 
$
80,100

Long-Term Debt – Current Portion
400,000

 
250,000

Accounts Payable
229,435

 
289,532

Accounts Payable to Affiliated Companies
54,046

 
88,075

Obligations to Third Party Suppliers
52,854

 
55,520

Regulatory Liabilities
62,195

 
47,055

Derivative Liabilities
64,301

 
77,765

Other Current Liabilities
143,998

 
120,399

Total Current Liabilities
1,107,929

 
1,008,446

 
 
 
 
Deferred Credits and Other Liabilities:
 
 
 
Accumulated Deferred Income Taxes
2,071,421

 
1,987,661

Regulatory Liabilities
101,863

 
100,138

Derivative Liabilities
402,002

 
412,750

Accrued Pension, SERP and PBOP
301,691

 
300,208

Other Long-Term Liabilities
125,996

 
123,244

Total Deferred Credits and Other Liabilities
3,002,973

 
2,924,001

 
 
 
 
Capitalization:
 
 
 
Long-Term Debt
2,513,522

 
2,516,010

 
 
 
 
Preferred Stock Not Subject to Mandatory Redemption
116,200

 
116,200

 
 
 
 
Common Stockholder's Equity:
 
 
 
Common Stock
60,352

 
60,352

Capital Surplus, Paid In
2,110,739

 
2,110,714

Retained Earnings
1,378,895

 
1,299,374

Accumulated Other Comprehensive Income/(Loss)
238

 
(53
)
Common Stockholder's Equity
3,550,224

 
3,470,387

Total Capitalization
6,179,946

 
6,102,597

 
 
 
 
Total Liabilities and Capitalization
$
10,290,848

 
$
10,035,044


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

4



THE CONNECTICUT LIGHT AND POWER COMPANY
CONDENSED STATEMENTS OF INCOME
(Unaudited)
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
(Thousands of Dollars)
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
Operating Revenues
$
666,558

 
$
679,787

 
$
1,398,867

 
$
1,415,103

 
 
 
 
 
 
 
 
Operating Expenses:
 
 
 
 
 
 
 
Purchased Power and Transmission
207,211

 
234,504

 
452,149

 
507,104

Operations and Maintenance
108,501

 
122,532

 
236,727

 
233,375

Depreciation
60,797

 
57,532

 
120,549

 
114,500

Amortization of Regulatory Assets/(Liabilities), Net
11,422

 
(2,988
)
 
24,225

 
6,891

Energy Efficiency Programs
32,153

 
35,498

 
68,744

 
73,589

Taxes Other Than Income Taxes
70,437

 
70,568

 
144,414

 
146,030

Total Operating Expenses
490,521

 
517,646

 
1,046,808

 
1,081,489

Operating Income
176,037

 
162,141

 
352,059

 
333,614

Interest Expense
35,299

 
35,978

 
70,264

 
72,477

Other Income, Net
3,804

 
6,275

 
6,561

 
7,211

Income Before Income Tax Expense
144,542

 
132,438

 
288,356

 
268,348

Income Tax Expense
53,249

 
49,563

 
106,855

 
98,427

Net Income
$
91,293

 
$
82,875

 
$
181,501

 
$
169,921


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


CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
(Thousands of Dollars)
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
Net Income
$
91,293

 
$
82,875

 
$
181,501

 
$
169,921

Other Comprehensive Income, Net of Tax:
 
 
 
 
 
 
 
Qualified Cash Flow Hedging Instruments
91

 
111

 
202

 
222

Changes in Unrealized Gains on Marketable
  Securities
33

 
36

 
89

 
45

Other Comprehensive Income, Net of Tax
124

 
147

 
291

 
267

Comprehensive Income
$
91,417

 
$
83,022

 
$
181,792

 
$
170,188


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


5



THE CONNECTICUT LIGHT AND POWER COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
 
For the Six Months Ended June 30,
(Thousands of Dollars)
2017
 
2016
 
 
 
 
Operating Activities:
 
 
 
Net Income
$
181,501

 
$
169,921

Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
 
 
 
Depreciation
120,549

 
114,500

Deferred Income Taxes
73,277

 
97,913

Pension, SERP, and PBOP Expense, Net of PBOP Contributions
3,071

 
3,325

Regulatory Over/(Under) Recoveries, Net
9,762

 
(40,386
)
Amortization of Regulatory Assets, Net
24,225

 
6,891

Other
(27,623
)
 
(4,477
)
Changes in Current Assets and Liabilities:
 
 
 
Receivables and Unbilled Revenues, Net
(22,333
)
 
(26,729
)
Taxes Receivable/Accrued, Net
41,733

 
145,852

Accounts Payable
(63,813
)
 
(38,137
)
Other Current Assets and Liabilities, Net
13,541

 
774

Net Cash Flows Provided by Operating Activities
353,890

 
429,447

 
 
 
 
Investing Activities:
 
 
 
Investments in Property, Plant and Equipment
(419,891
)
 
(288,630
)
Proceeds from the Sale of Property, Plant and Equipment

 
9,047

Other Investing Activities
132

 
205

Net Cash Flows Used in Investing Activities
(419,759
)
 
(279,378
)
 
 
 
 
Financing Activities:
 
 
 
Cash Dividends on Common Stock
(99,200
)
 
(99,800
)
Cash Dividends on Preferred Stock
(2,779
)
 
(2,779
)
Capital Contributions from Eversource Parent

 
145,700

Issuance of Long-Term Debt
300,000

 

Retirement of Long-Term Debt
(150,000
)
 

Increase/(Decrease) in Notes Payable to Eversource Parent
21,000

 
(184,400
)
Other Financing Activities
(3,894
)
 
(398
)
Net Cash Flows Provided by/(Used in) Financing Activities
65,127

 
(141,677
)
Net (Decrease)/Increase in Cash
(742
)
 
8,392

Cash - Beginning of Period
6,579

 
1,057

Cash - End of Period
$
5,837

 
$
9,449


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




6




NSTAR ELECTRIC COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Thousands of Dollars)
As of June 30, 2017
 
As of December 31, 2016
 
 
 
 
ASSETS
 

 
 

Current Assets:
 
 
 
Cash and Cash Equivalents
$
4,475

 
$
3,494

Receivables, Net
261,344

 
257,557

Accounts Receivable from Affiliated Companies
28,619

 
8,581

Unbilled Revenues
40,163

 
31,632

Taxes Receivable
3,532

 
39,738

Materials, Supplies and Inventory
35,067

 
62,288

Regulatory Assets
270,230

 
289,400

Prepayments and Other Current Assets
17,730

 
14,906

Total Current Assets
661,160

 
707,596

 
 
 
 
Property, Plant and Equipment, Net
6,188,535

 
6,051,835

 
 
 
 
Deferred Debits and Other Assets:
 
 
 
Regulatory Assets
1,064,099

 
1,057,746

Prepaid PBOP
109,658

 
95,073

Other Long-Term Assets
71,657

 
60,572

Total Deferred Debits and Other Assets
1,245,414

 
1,213,391

 
 
 
 
Total Assets
$
8,095,109

 
$
7,972,822

 
 
 
 
LIABILITIES AND CAPITALIZATION
 
 
 
Current Liabilities:
 
 
 
Notes Payable
$

 
$
126,500

Long-Term Debt – Current Portion
400,000

 
400,000

Accounts Payable
151,056

 
232,599

Accounts Payable to Affiliated Companies
8,389

 
91,532

Obligations to Third Party Suppliers
67,254

 
55,863

Renewable Portfolio Standards Compliance Obligations
44,258

 
75,571

Regulatory Liabilities
48,350

 
63,653

Other Current Liabilities
48,736

 
71,122

Total Current Liabilities
768,043

 
1,116,840

 
 
 
 
Deferred Credits and Other Liabilities:
 
 
 
Accumulated Deferred Income Taxes
1,898,526

 
1,836,292

Regulatory Liabilities
394,527

 
391,823

Accrued Pension and SERP
111,994

 
111,827

Other Long-Term Liabilities
130,023

 
123,194

Total Deferred Credits and Other Liabilities
2,535,070

 
2,463,136

 
 
 
 
Capitalization:
 
 
 
Long-Term Debt
2,025,929

 
1,678,116

 
 
 
 
Preferred Stock Not Subject to Mandatory Redemption
43,000

 
43,000

 
 
 
 
Common Stockholder's Equity:
 
 
 
Common Stock

 

Capital Surplus, Paid In
1,047,178

 
1,045,378

Retained Earnings
1,675,529

 
1,625,984

Accumulated Other Comprehensive Income
360

 
368

Common Stockholder's Equity
2,723,067

 
2,671,730

Total Capitalization
4,791,996

 
4,392,846

 
 
 
 
Total Liabilities and Capitalization
$
8,095,109


$
7,972,822


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

7



NSTAR ELECTRIC COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
(Thousands of Dollars)
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
Operating Revenues
$
584,069

 
$
591,301

 
$
1,187,848

 
$
1,205,517

 
 
 
 
 
 
 
 
Operating Expenses:
 

 
 

 
 

 
 

Purchased Power and Transmission
197,291

 
219,189

 
430,384

 
473,525

Operations and Maintenance
85,281

 
88,954

 
173,632

 
183,650

Depreciation
56,181

 
52,571

 
111,397

 
104,457

Amortization of Regulatory Assets, Net
2,984

 
3,971

 
7,961

 
8,654

Energy Efficiency Programs
59,876

 
61,922

 
127,188

 
128,165

Taxes Other Than Income Taxes
34,648

 
34,194

 
62,041

 
66,750

Total Operating Expenses
436,261

 
460,801

 
912,603

 
965,201

Operating Income
147,808

 
130,500

 
275,245

 
240,316

Interest Expense
23,445

 
20,216

 
45,473

 
41,104

Other Income, Net
2,029

 
2,836

 
5,277

 
2,502

Income Before Income Tax Expense
126,392

 
113,120

 
235,049

 
201,714

Income Tax Expense
49,029

 
44,953

 
91,524

 
79,053

Net Income
$
77,363

 
$
68,167

 
$
143,525

 
$
122,661


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 June 30,
 
For the Six Months Ended June 30,
(Thousands of Dollars)
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
Net Income
$
77,363

 
$
68,167

 
$
143,525

 
$
122,661

Other Comprehensive Loss, Net of Tax:
 
 
 
 
 
 
 
  Changes in Funded Status of SERP Benefit Plan
(4
)
 
(11
)
 
(8
)
 
(21
)
Other Comprehensive Loss, Net of Tax
(4
)
 
(11
)
 
(8
)
 
(21
)
Comprehensive Income
$
77,359

 
$
68,156

 
$
143,517

 
$
122,640


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


8



NSTAR ELECTRIC COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
For the Six Months Ended June 30,
(Thousands of Dollars)
2017
 
2016
 
 
 
 
Operating Activities:
 

 
 

Net Income
$
143,525

 
$
122,661

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

 
 

Depreciation
111,397

 
104,457

Deferred Income Taxes
60,673

 
48,505

Pension, SERP and PBOP (Benefits)/Expense, Net
(4,944
)
 
2,192

Pension and PBOP Contributions
(15,360
)
 
(15,428
)
Regulatory Overrecoveries, Net
8,257

 
26,277

Amortization of Regulatory Assets, Net
7,961

 
8,654

Other
(15,309
)
 
(3,978
)
Changes in Current Assets and Liabilities:
 

 
 

Receivables and Unbilled Revenues, Net
(42,050
)
 
(56,140
)
Materials, Supplies and Inventory
27,221

 
35,194

Taxes Receivable/Accrued, Net
36,207

 
45,608

Accounts Payable
(133,614
)
 
(88,774
)
Other Current Assets and Liabilities, Net
(45,430
)
 
(64,084
)
Net Cash Flows Provided by Operating Activities
138,534

 
165,144

 
 
 
 
Investing Activities:
 

 
 

Investments in Property, Plant and Equipment
(262,097
)
 
(199,824
)
Other Investing Activities
(3,617
)
 

Net Cash Flows Used in Investing Activities
(265,714
)
 
(199,824
)
 
 
 
 
Financing Activities:
 

 
 

Cash Dividends on Common Stock
(93,000
)
 
(278,300
)
Cash Dividends on Preferred Stock
(980
)
 
(980
)
Capital Contributions from Eversource Parent
1,800

 

(Decrease)/Increase in Notes Payable
(126,500
)
 
266,500

Issuance of Long-Term Debt
350,000

 
250,000

Retirements of Long-Term Debt

 
(200,000
)
Other Financing Activities
(3,159
)
 
(2,495
)
Net Cash Flows Provided by Financing Activities
128,161

 
34,725

Increase in Cash and Cash Equivalents
981

 
45

Cash and Cash Equivalents - Beginning of Period
3,494

 
3,346

Cash and Cash Equivalents - End of Period
$
4,475

 
$
3,391


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


9




PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Thousands of Dollars)
As of June 30, 2017
 
As of December 31, 2016
 
 
 
 
ASSETS
 
 
 
Current Assets:
 
 
 
Cash
$
192

 
$
4,646

Receivables, Net
81,937

 
84,450

Accounts Receivable from Affiliated Companies
3,781

 
4,185

Unbilled Revenues
41,723

 
41,004

Taxes Receivable
27,122

 
6,177

Fuel, Materials, Supplies and Inventory
150,066

 
162,354

Regulatory Assets
132,424

 
117,240

Prepayments and Other Current Assets
20,514

 
22,731

Total Current Assets
457,759

 
442,787

 
 
 
 
Property, Plant and Equipment, Net
3,118,456

 
3,039,313

 
 
 
 
Deferred Debits and Other Assets:
 
 
 
Regulatory Assets
249,612

 
245,525

Other Long-Term Assets
47,075

 
37,720

Total Deferred Debits and Other Assets
296,687

 
283,245

 
 
 
 
Total Assets
$
3,872,902

 
$
3,765,345

 
 
 
 
LIABILITIES AND CAPITALIZATION
 
 
 
Current Liabilities:
 
 
 
Notes Payable to Eversource Parent
$
194,100

 
$
160,900

Long-Term Debt – Current Portion
180,000

 
70,000

Accounts Payable
78,218

 
85,716

Accounts Payable to Affiliated Companies
21,207

 
29,154

Regulatory Liabilities
13,696

 
12,659

Other Current Liabilities
46,415

 
43,253

Total Current Liabilities
533,636

 
401,682

 
 
 
 
Deferred Credits and Other Liabilities:
 
 
 
Accumulated Deferred Income Taxes
821,799

 
785,385

Regulatory Liabilities
43,845

 
44,779

Accrued Pension, SERP and PBOP
101,143

 
94,652

Other Long-Term Liabilities
50,051

 
49,442

Total Deferred Credits and Other Liabilities
1,016,838

 
974,258

 
 
 
 
Capitalization:
 
 
 
Long-Term Debt
892,333

 
1,002,048

 
 
 
 
Common Stockholder's Equity:
 
 
 
Common Stock

 

Capital Surplus, Paid In
843,134

 
843,134

Retained Earnings
591,288

 
549,286

Accumulated Other Comprehensive Loss
(4,327
)
 
(5,063
)
Common Stockholder's Equity
1,430,095

 
1,387,357

Total Capitalization
2,322,428

 
2,389,405

 
 
 
 
Total Liabilities and Capitalization
$
3,872,902

 
$
3,765,345


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


10



PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
(Thousands of Dollars)
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
Operating Revenues
$
230,383

 
$
218,517

 
$
483,541

 
$
460,807

 
 
 
 
 
 
 
 
Operating Expenses:
 
 
 
 
 
 
 
Purchased Power, Fuel and Transmission
60,442

 
45,653

 
122,189

 
95,867

Operations and Maintenance
65,134

 
63,788

 
127,484

 
123,001

Depreciation
32,447

 
28,644

 
63,182

 
56,879

Amortization of Regulatory (Liabilities)/Assets, Net
(18,937
)
 
(8,186
)
 
(13,492
)
 
332

Energy Efficiency Programs
3,287

 
3,259

 
7,032

 
6,879

Taxes Other Than Income Taxes
23,118

 
22,287

 
44,001

 
44,082

Total Operating Expenses
165,491

 
155,445

 
350,396

 
327,040

Operating Income
64,892

 
63,072

 
133,145

 
133,767

Interest Expense
12,970

 
12,526

 
25,780

 
24,987

Other Income, Net
456

 
282

 
1,654

 
432

Income Before Income Tax Expense
52,378

 
50,828

 
109,019

 
109,212

Income Tax Expense
20,787

 
19,573

 
43,116

 
41,899

Net Income
$
31,591

 
$
31,255

 
$
65,903

 
$
67,313


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 June 30,
 
For the Six Months Ended June 30,
(Thousands of Dollars)
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
Net Income
$
31,591

 
$
31,255

 
$
65,903

 
$
67,313

Other Comprehensive Income, Net of Tax:
 
 
 
 
 
 
 
Qualified Cash Flow Hedging Instruments
290

 
291

 
581

 
581

Changes in Unrealized Gains on Marketable
  Securities
58

 
63

 
155

 
79

Other Comprehensive Income, Net of Tax
348

 
354

 
736

 
660

Comprehensive Income
$
31,939

 
$
31,609

 
$
66,639

 
$
67,973


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


11



PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
For the Six Months Ended June 30,
(Thousands of Dollars)
2017
 
2016
 
 
 
 
Operating Activities:
 
 
 
Net Income
$
65,903

 
$
67,313

Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
 
 
 
Depreciation
63,182

 
56,879

Deferred Income Taxes
37,670

 
45,976

Regulatory Underrecoveries, Net
(1,964
)
 
(10,740
)
Amortization of Regulatory (Liabilities)/Assets, Net
(13,492
)
 
332

Other
(6,763
)
 
(8,484
)
Changes in Current Assets and Liabilities:
 
 
 
Receivables and Unbilled Revenues, Net
(1,427
)
 
(5,247
)
Fuel, Materials, Supplies and Inventory
12,288

 
5,394

Taxes Receivable/Accrued, Net
(20,945
)
 
33,840

Accounts Payable
2,236

 
20,417

Other Current Assets and Liabilities, Net
5,419

 
(1,422
)
Net Cash Flows Provided by Operating Activities
142,107

 
204,258

 
 
 
 
Investing Activities:
 
 
 
Investments in Property, Plant and Equipment
(155,737
)
 
(138,713
)
Other Investing Activities
26

 
172

Net Cash Flows Used in Investing Activities
(155,711
)
 
(138,541
)
 
 
 
 
Financing Activities:
 
 
 
Cash Dividends on Common Stock
(23,900
)
 
(38,800
)
Capital Contributions from Eversource Parent

 
83,000

Increase/(Decrease) in Notes Payable to Eversource Parent
33,200

 
(110,400
)
Other Financing Activities
(150
)
 
(166
)
Net Cash Flows Provided by/(Used in) Financing Activities
9,150

 
(66,366
)
Net Decrease in Cash
(4,454
)
 
(649
)
Cash - Beginning of Period
4,646

 
1,733

Cash - End of Period
$
192

 
$
1,084


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


12



    
WESTERN MASSACHUSETTS ELECTRIC COMPANY
CONDENSED BALANCE SHEETS
(Unaudited)
(Thousands of Dollars)
As of June 30, 2017
 
As of December 31, 2016
 
 
 
 
ASSETS
 
 
 
Current Assets:
 
 
 
Receivables, Net
$
54,178

 
$
54,940

Accounts Receivable from Affiliated Companies
11,393

 
14,425

Unbilled Revenues
17,335

 
15,329

Materials, Supplies and Inventory
5,784

 
8,618

Regulatory Assets
67,310

 
64,123

Prepayments and Other Current Assets
1,821

 
2,595

Total Current Assets
157,821

 
160,030

 
 
 
 
Property, Plant and Equipment, Net
1,719,824

 
1,678,262

 
 
 
 
Deferred Debits and Other Assets:
 
 
 
Regulatory Assets
124,899

 
127,291

Other Long-Term Assets
33,780

 
29,062

Total Deferred Debits and Other Assets
158,679

 
156,353

 
 
 
 
Total Assets
$
2,036,324

 
$
1,994,645

 
 
 
 
LIABILITIES AND CAPITALIZATION
 
 
 
Current Liabilities:
 
 
 
Notes Payable to Eversource Parent
$
68,700

 
$
51,000

Accounts Payable
32,258

 
56,036

Accounts Payable to Affiliated Companies
28,484

 
19,478

Obligations to Third Party Suppliers
9,458

 
10,508

Renewable Portfolio Standards Compliance Obligations
11,114

 
20,383

Regulatory Liabilities
11,062

 
14,888

Other Current Liabilities
12,574

 
14,984

Total Current Liabilities
173,650

 
187,277

 
 
 
 
Deferred Credits and Other Liabilities:
 

 
 
Accumulated Deferred Income Taxes
523,028

 
490,793

Regulatory Liabilities
20,887

 
17,227

Accrued Pension, SERP and PBOP
19,798

 
20,390

Other Long-Term Liabilities
45,471

 
41,308

Total Deferred Credits and Other Liabilities
609,184

 
569,718

 
 
 
 
Capitalization:
 

 
 
Long-Term Debt
566,293

 
566,536

 
 
 
 
Common Stockholder's Equity:
 

 
 
Common Stock
10,866

 
10,866

Capital Surplus, Paid In
444,398

 
444,398

Retained Earnings
234,051

 
218,212

Accumulated Other Comprehensive Loss
(2,118
)
 
(2,362
)
Common Stockholder's Equity
687,197

 
671,114

Total Capitalization
1,253,490

 
1,237,650

 
 
 
 
Total Liabilities and Capitalization
$
2,036,324

 
$
1,994,645


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


13



WESTERN MASSACHUSETTS ELECTRIC COMPANY
CONDENSED STATEMENTS OF INCOME
(Unaudited)
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
(Thousands of Dollars)
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
Operating Revenues
$
120,744

 
$
116,396

 
$
250,879

 
$
244,491

 
 
 
 
 
 
 
 
Operating Expenses:
 
 
 
 
 
 
 
Purchased Power and Transmission
33,858

 
32,665

 
74,724

 
72,228

Operations and Maintenance
21,743

 
22,088

 
44,242

 
43,893

Depreciation
12,296

 
11,476

 
24,298

 
22,847

Amortization of Regulatory (Liabilities)/Assets, Net
(361
)
 
992

 
(849
)
 
2,203

Energy Efficiency Programs
8,079

 
10,347

 
18,743

 
21,203

Taxes Other Than Income Taxes
10,197

 
9,600

 
20,624

 
19,833

Total Operating Expenses
85,812

 
87,168

 
181,782

 
182,207

Operating Income
34,932

 
29,228

 
69,097

 
62,284

Interest Expense
6,182

 
6,072

 
12,431

 
12,075

Other Income/(Loss), Net
272

 
104

 
349

 
(46
)
Income Before Income Tax Expense
29,022

 
23,260

 
57,015

 
50,163

Income Tax Expense
11,401

 
9,995

 
22,176

 
20,071

Net Income
$
17,621

 
$
13,265

 
$
34,839

 
$
30,092


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


CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
(Thousands of Dollars)
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
Net Income
$
17,621

 
$
13,265

 
$
34,839

 
$
30,092

Other Comprehensive Income, Net of Tax:
 

 
 
 
 

 
 
Qualified Cash Flow Hedging Instruments
110

 
110

 
219

 
219

Changes in Unrealized Gains on Marketable
  Securities
9

 
10

 
25

 
13

Other Comprehensive Income, Net of Tax
119

 
120

 
244

 
232

Comprehensive Income
$
17,740

 
$
13,385

 
$
35,083

 
$
30,324


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

14



WESTERN MASSACHUSETTS ELECTRIC COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
 
For the Six Months Ended June 30,
(Thousands of Dollars)
2017
 
2016
 
 
 
 
Operating Activities:
 
 
 
Net Income
$
34,839

 
$
30,092

Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
 
 
 
Depreciation
24,298

 
22,847

Deferred Income Taxes
31,549

 
17,155

Regulatory Over/(Under) Recoveries, Net
1,170

 
(2,651
)
Amortization of Regulatory (Liabilities)/Assets, Net
(849
)
 
2,203

Other
(3,767
)
 
(2,547
)
Changes in Current Assets and Liabilities:
 
 
 
Receivables and Unbilled Revenues, Net
(1,178
)
 
6,500

Taxes Receivable/Accrued, Net
(177
)
 
32,985

Accounts Payable
717

 
(13,176
)
Other Current Assets and Liabilities, Net
(8,942
)
 
2,502

Net Cash Flows Provided by Operating Activities
77,660

 
95,910

 
 
 
 
Investing Activities:
 
 
 
Investments in Property, Plant and Equipment
(76,397
)
 
(71,459
)
Proceeds from Sales of Marketable Securities
863

 
1,484

Purchases of Marketable Securities
(826
)
 
(1,457
)
Net Cash Flows Used in Investing Activities
(76,360
)
 
(71,432
)
 
 
 
 
Financing Activities:
 
 
 
Cash Dividends on Common Stock
(19,000
)
 
(19,000
)
Capital Contributions from Eversource Parent

 
35,000

Increase/(Decrease) in Notes Payable to Eversource Parent
17,700

 
(89,700
)
Issuance of Long-Term Debt

 
50,000

Other Financing Activities

 
(191
)
Net Cash Flows Used in Financing Activities
(1,300
)
 
(23,891
)
Net Increase in Cash

 
587

Cash - Beginning of Period

 
834

Cash - End of Period
$

 
$
1,421


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


15



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, PSNH, WMECO, Yankee Gas and NSTAR Gas.  Eversource provides energy delivery service to approximately 3.7 million electric and natural gas customers through these six regulated utilities in Connecticut, Massachusetts and New Hampshire.  

On June 2, 2017, Eversource announced that it had entered into an agreement to acquire Aquarion Water Company ("Aquarion") from Macquarie Infrastructure Partners for $1.675 billion, consisting of approximately $880 million in cash and $795 million of assumed Aquarion debt. 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. The transaction is expected to close by December 31, 2017.

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 Form 10-K, which was filed with the SEC.  The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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 financial position as of June 30, 2017 and December 31, 2016, the results of operations and comprehensive income for the three and six months ended June 30, 2017 and 2016, and the cash flows for the six months ended June 30, 2017 and 2016.  The results of operations and comprehensive income for the three and six months ended June 30, 2017 and 2016 and the cash flows for the six months ended June 30, 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 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' distribution (including generation assets) and transmission businesses are subject to rate-regulation that is based on cost recovery and meets the criteria for application of accounting guidance for entities with rate-regulated operations, 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.

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

16



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 June 30, 2017 was approximately $49 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 and 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 is required to be implemented for leases beginning on the date of initial application. For prior periods presented, leases are required to be recognized and measured using a modified retrospective approach.  The Company is reviewing the requirements of ASU 2016-02, including balance sheet recognition of leases previously deemed operating leases, and expects to implement the ASU in the first quarter of 2019.

In March 2017, the FASB issued 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 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 Company is assessing the impacts of the ASU on the financial statements of Eversource, CL&P, NSTAR Electric, PSNH and WMECO; however, implementation of the ASU is not expected to have a material impact on the net income of Eversource, CL&P, NSTAR Electric, PSNH and WMECO.

C.    Provision for Uncollectible Accounts
Eversource, including CL&P, NSTAR Electric, PSNH and WMECO, 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 and NSTAR Gas also to recover in rates, amounts associated with certain uncollectible hardship accounts receivable.  Certain of NSTAR Electric's uncollectible hardship accounts receivable are expected to be recovered in future rates, similar to WMECO and NSTAR Gas. These uncollectible customer account balances are included in Regulatory Assets or Other Long-Term Assets on the balance sheets.

The total provision for uncollectible accounts and for uncollectible hardship accounts, which is included in the total provision, is included in Receivables, Net on the balance sheets, and was as follows:
 
Total Provision for Uncollectible Accounts
 
Uncollectible Hardship
(Millions of Dollars)
As of June 30, 2017
 
As of December 31, 2016
 
As of June 30, 2017
 
As of December 31, 2016
Eversource
$
199.0

 
$
200.6

 
$
124.5

 
$
119.9

CL&P
77.5

 
86.4

 
64.5

 
67.7

NSTAR Electric
54.5

 
54.8

 
30.7

 
26.2

PSNH
11.0

 
9.9

 

 

WMECO
16.4

 
15.5

 
10.6

 
9.9


D.    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.  


17



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.

E.    Other Income, Net
Items included within Other Income, Net on the statements of income primarily consist of investment income/(loss), interest income, AFUDC related to equity funds, and income/(loss) related to 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.  For the three and six months ended June 30, 2017, Eversource had equity in earnings of $13.3 million and $17.9 million, respectively, related to its equity method investments.

F.    Other Taxes
Gross receipts taxes levied by the state of Connecticut are collected by CL&P and Yankee Gas from their respective customers.  These gross receipts taxes are shown 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 Six Months Ended
(Millions of Dollars)
June 30, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
Eversource
$
35.7

 
$
37.5

 
$
77.9

 
$
79.8

CL&P
31.8

 
33.6

 
65.7

 
69.6


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.    Supplemental Cash Flow Information
Non-cash investing activities include plant additions included in Accounts Payable as follows:
(Millions of Dollars)
As of June 30, 2017
 
As of June 30, 2016
Eversource
$
172.0

 
$
186.3

CL&P
85.9

 
59.5

NSTAR Electric
29.5

 
38.5

PSNH
20.2

 
31.1

WMECO
10.6

 
14.6


2.    REGULATORY ACCOUNTING

Eversource's Regulated companies are subject to rate regulation that is based on cost recovery and meets the criteria for application of accounting guidance for rate-regulated operations, which considers the effect of regulation on the timing of the recognition of certain revenues and expenses. The Regulated companies' financial statements reflect the effects of the rate-making process.  The rates charged to the customers of Eversource's 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 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 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.


18



Regulatory Assets:  The components of regulatory assets were as follows:
Eversource
As of June 30, 2017
 
As of December 31, 2016
(Millions of Dollars)
 
Benefit Costs
$
1,833.6

 
$
1,817.8

Derivative Liabilities
398.1

 
423.3

Income Taxes, Net
652.5

 
644.5

Storm Restoration Costs
352.9

 
385.3

Goodwill-related
454.2

 
464.4

Regulatory Tracker Mechanisms
584.3

 
576.6

Asset Retirement Obligations
103.0

 
99.3

Other Regulatory Assets
72.8

 
115.1

Total Regulatory Assets
4,451.4

 
4,526.3

Less:  Current Portion
870.4

 
887.6

Total Long-Term Regulatory Assets
$
3,581.0

 
$
3,638.7

 
As of June 30, 2017
 
As of December 31, 2016
(Millions of Dollars)
CL&P
 
NSTAR
Electric
 
PSNH
 
WMECO
 
CL&P
 
NSTAR
Electric
 
PSNH
 
WMECO
Benefit Costs
$
423.5

 
$
445.6

 
$
189.7

 
$
86.4

 
$
429.3

 
$
438.6

 
$
184.2

 
$
86.7

Derivative Liabilities
394.8

 
2.3

 

 

 
420.5

 
2.8

 

 

Income Taxes, Net
440.7

 
91.2

 
22.4

 
31.2

 
437.0

 
89.7

 
24.2

 
30.8

Storm Restoration Costs
210.3

 
115.3

 
12.9

 
14.4

 
239.8

 
112.5

 
17.1

 
15.9

Goodwill-related

 
389.9

 

 

 

 
398.7

 

 

Regulatory Tracker Mechanisms
153.0

 
240.7

 
125.7

 
50.5

 
123.9

 
257.3

 
104.5

 
46.7

Asset Retirement Obligations
34.5

 
33.2

 
16.6

 
4.4

 
33.2

 
31.9

 
16.2

 
4.2

Other Regulatory Assets
32.7

 
16.1

 
14.7

 
5.3

 
43.4

 
15.6

 
16.5

 
7.1

Total Regulatory Assets
1,689.5


1,334.3


382.0


192.2


1,727.1


1,347.1


362.7


191.4

Less:  Current Portion
346.5

 
270.2

 
132.4

 
67.3

 
335.5

 
289.4

 
117.2

 
64.1

Total Long-Term Regulatory Assets
$
1,343.0


$
1,064.1


$
249.6


$
124.9


$
1,391.6


$
1,057.7


$
245.5


$
127.3


Regulatory Costs in Other Long-Term Assets:  Eversource's Regulated companies had $103.0 million (including $3.5 million for CL&P, $40.1 million for NSTAR Electric, $16.4 million for PSNH, and $24.3 million for WMECO) and $86.3 million (including $5.9 million for CL&P, $35.0 million for NSTAR Electric, $8.2 million for PSNH, and $20.1 million for WMECO) of additional regulatory costs as of June 30, 2017 and December 31, 2016, respectively, that were included in Other Long-Term Assets on the balance sheets.  These amounts represent incurred costs for which recovery has not yet been specifically approved by the applicable regulatory agency.  However, based on regulatory policies or past precedent on similar costs, management believes it is probable that these costs will ultimately be approved and recovered from customers in rates.  

Regulatory Liabilities:  The components of regulatory liabilities were as follows:
Eversource
As of June 30, 2017
 
As of December 31, 2016
(Millions of Dollars)
 
Cost of Removal
$
474.4

 
$
459.7

Benefit Costs
129.5

 
136.2

Regulatory Tracker Mechanisms
176.3

 
145.3

AFUDC - Transmission
65.6

 
65.8

Other Regulatory Liabilities
36.8

 
42.1

Total Regulatory Liabilities
882.6

 
849.1

Less:  Current Portion
185.9

 
146.8

Total Long-Term Regulatory Liabilities
$
696.7

 
$
702.3

 
As of June 30, 2017
 
As of December 31, 2016
(Millions of Dollars)
CL&P
 
NSTAR
Electric
 
PSNH
 
WMECO
 
CL&P
 
NSTAR
Electric
 
PSNH
 
WMECO
Cost of Removal
$
43.4

 
$
277.4

 
$
42.8

 
$
12.4

 
$
38.8

 
$
271.6

 
$
44.1

 
$
8.6

Benefit Costs

 
109.4

 

 

 

 
113.1

 

 

Regulatory Tracker Mechanisms
47.5

 
48.4

 
11.7

 
10.9

 
37.2

 
63.7

 
10.7

 
14.7

AFUDC - Transmission
49.5

 
7.4

 

 
8.7

 
50.2

 
6.9

 

 
8.7

Other Regulatory Liabilities
23.7

 
0.3

 
3.0

 

 
21.0

 
0.2

 
2.7

 
0.1

Total Regulatory Liabilities
164.1


442.9


57.5


32.0


147.2


455.5


57.5


32.1

Less:  Current Portion
62.2

 
48.4

 
13.7

 
11.1

 
47.1

 
63.7

 
12.7

 
14.9

Total Long-Term Regulatory Liabilities
$
101.9


$
394.5


$
43.8


$
20.9


$
100.1


$
391.8


$
44.8


$
17.2


19




3.    PROPERTY, PLANT AND EQUIPMENT AND ACCUMULATED DEPRECIATION

The following tables summarize utility property, plant and equipment by asset category:
Eversource
As of June 30, 2017
 
As of December 31, 2016
(Millions of Dollars)
 
Distribution - Electric
$
14,012.6

 
$
13,716.9

Distribution - Natural Gas
3,094.3

 
3,010.4

Transmission - Electric
8,817.6

 
8,517.4

Generation
1,215.4

 
1,224.2

Electric and Natural Gas Utility
27,139.9

 
26,468.9

Other (1)
594.0

 
591.6

Property, Plant and Equipment, Gross
27,733.9

 
27,060.5

Less:  Accumulated Depreciation
 
 
 
Electric and Natural Gas Utility   
(6,706.6
)
 
(6,480.4
)
Other
(262.8
)
 
(242.0
)
Total Accumulated Depreciation
(6,969.4
)
 
(6,722.4
)
Property, Plant and Equipment, Net
20,764.5

 
20,338.1

Construction Work in Progress (2)
1,307.0

 
1,012.4

Total Property, Plant and Equipment, Net
$
22,071.5

 
$
21,350.5


(1) These assets are primarily comprised of building improvements, computer software, hardware and equipment at Eversource Service.
(2) As of June 30, 2017, the total CWIP related to NPT was approximately $190 million.
 
As of June 30, 2017
 
As of December 31, 2016
(Millions of Dollars)
CL&P
 
NSTAR
Electric
 
PSNH
 
WMECO
 
CL&P
 
NSTAR Electric
 
PSNH
 
WMECO
Distribution
$
5,717.1

 
$
5,453.3

 
$
2,018.6

 
$
863.6

 
$
5,562.9

 
$
5,402.3

 
$
1,949.8

 
$
841.9

Transmission
4,016.4

 
2,530.3

 
1,103.1

 
1,119.4

 
3,912.9

 
2,435.8

 
1,059.3

 
1,061.1

Generation

 

 
1,179.4

 
36.0

 

 

 
1,188.2

 
36.0

Property, Plant and Equipment, Gross
9,733.5

 
7,983.6

 
4,301.1

 
2,019.0

 
9,475.8

 
7,838.1

 
4,197.3

 
1,939.0

Less:  Accumulated Depreciation
(2,156.7
)
 
(2,104.2
)
 
(1,290.1
)
 
(352.0
)
 
(2,082.4
)
 
(2,025.4
)
 
(1,254.7
)
 
(338.8
)
Property, Plant and Equipment, Net
7,576.8

 
5,879.4

 
3,011.0

 
1,667.0

 
7,393.4

 
5,812.7

 
2,942.6

 
1,600.2

Construction Work in Progress
363.6

 
309.1

 
107.5

 
52.8

 
239.0

 
239.1

 
96.7

 
78.1

Total Property, Plant and Equipment, Net
$
7,940.4

 
$
6,188.5

 
$
3,118.5

 
$
1,719.8

 
$
7,632.4

 
$
6,051.8

 
$
3,039.3

 
$
1,678.3


4.    DERIVATIVE INSTRUMENTS

The Regulated 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 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 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.  


20



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 June 30, 2017
 
As of December 31, 2016
(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
Current Derivative Assets:
 
 
 
 
 
 
 
 
 
 
 
Level 2:
 
 
 
 
 
 
 
 
 
 
 
Eversource
$

 
$

 
$

 
$
6.0

 
$

 
$
6.0

Level 3:
 
 
 
 
 
 
 
 
 
 
 
Eversource, CL&P
11.2

 
(7.7
)
 
3.5

 
13.9

 
(9.4
)
 
4.5

Long-Term Derivative Assets:
 
 
 
 
 
 
 
 
 
 
 
Level 2:
 
 
 
 
 
 
 
 
 
 
 
Eversource
$

 
$

 
$

 
$
0.3

 
$
(0.1
)
 
$
0.2

Level 3:
 
 
 
 
 
 
 
 
 
 
 
Eversource, CL&P
76.0

 
(8.0
)
 
68.0

 
77.3

 
(11.7
)
 
65.6

Current Derivative Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Level 2:
 
 
 
 
 
 
 
 
 
 
 
Eversource
$
(1.1
)
 
$
0.1

 
$
(1.0
)
 
$

 
$

 
$

Level 3:
 
 
 
 
 
 
 
 
 
 
 
Eversource
(66.5
)
 

 
(66.5
)
 
(79.7
)
 

 
(79.7
)
CL&P
(64.3
)
 

 
(64.3
)
 
(77.8
)
 

 
(77.8
)
NSTAR Electric
(2.2
)
 

 
(2.2
)
 
(1.9
)
 

 
(1.9
)
Long-Term Derivative Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Level 3:
 
 
 
 
 
 
 
 
 
 
 
Eversource
$
(402.1
)
 
$

 
$
(402.1
)
 
$
(413.7
)
 
$

 
$
(413.7
)
CL&P
(402.0
)
 

 
(402.0
)
 
(412.8
)
 

 
(412.8
)
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, "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 June 30, 2017 and December 31, 2016, 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 6.3 million and 9.2 million MMBtu of natural gas, respectively.

For the three months ended June 30, 2017 and 2016, there were losses of $4.4 million and $42.9 million, respectively, deferred as regulatory costs, which reflect the change in fair value associated with Eversource's derivative contracts. For the six months ended June 30, 2017 and 2016, these losses were $30.9 million and $74.4 million, respectively.


21



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 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 June 30, 2017
 
As of December 31, 2016
 
Range
 
Period Covered
 
Range
 
Period Covered
Capacity Prices:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Eversource, CL&P
$
5.00

 
 
8.70

 
per kW-Month
 
2021 - 2026
 
$
5.50

 
 
8.70

 
per kW-Month
 
2020 - 2026
Forward Reserve:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Eversource, CL&P
$
1.40

 
 
2.00

 
per kW-Month
 
2017 - 2024
 
$
1.40

 
 
2.00

 
per kW-Month
 
2017 - 2024
REC Prices:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Eversource, NSTAR Electric
$
26.00

 
 
27.50
 
per REC
 
2017 - 2018
 
$
24.00

 
 
29.00
 
per REC
 
2017 - 2018

Exit price premiums of 2 percent through 19 percent are also applied on these contracts and reflect the uncertainty and illiquidity premiums that would be required based on the most recent market activity available for similar type contracts.

Significant increases or decreases in future energy or capacity prices in isolation would decrease or increase, respectively, the fair value of the derivative liability.  Any increases in 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 June 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
$
(416.0
)
 
$
(413.5
)
 
$
(2.5
)
 
$
(387.7
)
 
$
(385.1
)
 
$
(2.6
)
Net Realized/Unrealized Gains/(Losses) Included in Regulatory Assets and Liabilities
(3.0
)
 
(0.6
)
 
(2.4
)
 
(46.6
)
 
(46.8
)
 
0.2

Settlements
21.9

 
19.3

 
2.6

 
21.7

 
20.6

 
1.1

Fair Value as of End of Period
$
(397.1
)
 
$
(394.8
)
 
$
(2.3
)
 
$
(412.6
)
 
$
(411.3
)
 
$
(1.3
)
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Six Months Ended June 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
$
(423.3
)
 
$
(420.5
)
 
$
(2.8
)
 
$
(380.9
)
 
$
(380.8
)
 
$
(0.1
)
Net Realized/Unrealized Losses Included in Regulatory Assets and Liabilities
(18.4
)
 
(15.2
)
 
(3.2
)
 
(76.6
)
 
(72.2
)
 
(4.4
)
Settlements
44.6

 
40.9

 
3.7

 
44.9

 
41.7

 
3.2

Fair Value as of End of Period
$
(397.1
)
 
$
(394.8
)
 
$
(2.3
)
 
$
(412.6
)
 
$
(411.3
)
 
$
(1.3
)


22



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 Securities:  Eversource has elected to record certain equity securities as trading securities, with the changes in fair values recorded in Other Income, Net on the statements of income.  As of December 31, 2016, these securities were classified as Level 1 in the fair value hierarchy and totaled $9.6 million.  These securities were sold during the first quarter of 2017 and were no longer held as of June 30, 2017. For the three and six months ended June 30, 2016, net gains on these securities of $0.2 million and $0.5 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.  

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 June 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
$
290.3

 
$
4.7

 
$
(0.5
)
 
$
294.5

 
$
296.2

 
$
1.1

 
$
(2.1
)
 
$
295.2

Equity Securities
202.1

 
83.2

 

 
285.3

 
203.3

 
62.3

 
(1.2
)
 
264.4


Eversource's debt and equity securities include CYAPC's and YAEC's marketable securities held in nuclear decommissioning trusts in the amounts of $485.9 million and $466.7 million as of June 30, 2017 and December 31, 2016, respectively.  Unrealized gains and losses for these nuclear decommissioning trusts 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.  

Unrealized Losses and Other-than-Temporary Impairment:  There have been no significant unrealized losses, other-than-temporary impairments or credit losses for the three and six months ended June 30, 2017 and 2016.  Factors considered in determining whether a credit loss exists include the duration and severity of the impairment, adverse conditions specifically affecting the issuer, and the payment history, ratings and rating changes of the security.  For asset-backed debt securities, underlying collateral and expected future cash flows are also evaluated.

Realized Gains and Losses:  Realized gains and losses on available-for-sale securities are recorded in Other Income, Net for 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 securities.

Contractual Maturities:  As of June 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)
$
53.0

 
$
52.9

One to five years
52.6

 
53.4

Six to ten years
54.7

 
56.3

Greater than ten years
130.0

 
131.9

Total Debt Securities
$
290.3

 
$
294.5


(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.



23



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 June 30, 2017
 
As of December 31, 2016
Level 1:  
 
 
 
Mutual Funds and Equities
$
285.3

 
$
274.0

Money Market Funds
29.7

 
54.8

Total Level 1
$
315.0

 
$
328.8

Level 2:
 
 
 
U.S. Government Issued Debt Securities (Agency and Treasury)
$
53.9

 
$
63.0

Corporate Debt Securities
67.8

 
41.1

Asset-Backed Debt Securities
18.6

 
18.5

Municipal Bonds
113.1

 
107.5

Other Fixed Income Securities
11.4

 
10.3

Total Level 2
$
264.8

 
$
240.4

Total Marketable Securities
$
579.8

 
$
569.2


U.S. government issued debt securities are valued using market approaches that incorporate transactions for the same or similar bonds and adjustments for yields and maturity dates.  Corporate debt securities are valued using a market approach, utilizing recent trades of the same or similar instrument and also incorporating yield curves, credit spreads and specific bond terms and conditions.  Asset-backed debt securities include collateralized mortgage obligations, commercial mortgage backed securities, and securities collateralized by auto loans, credit card loans or receivables.  Asset-backed debt securities are valued using recent trades of similar instruments, prepayment assumptions, yield curves, issuance and maturity dates, and tranche information.  Municipal bonds are valued using a market approach that incorporates reported trades and benchmark yields.  Other fixed income securities are valued using pricing models, quoted prices of securities with similar characteristics, and discounted cash flows.

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 June 30, 2017 and December 31, 2016, Eversource parent had $937.5 million and approximately $1.0 billion, respectively, in short-term borrowings outstanding under the Eversource parent commercial paper program, leaving $512.5 million and $428.0 million of available borrowing capacity as of June 30, 2017 and December 31, 2016, respectively. The weighted-average interest rate on these borrowings as of June 30, 2017 and December 31, 2016 was 1.34 percent and 0.88 percent, respectively. As of June 30, 2017, there were intercompany loans from Eversource parent of $101.1 million to CL&P, $194.1 million to PSNH, and $68.7 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 parties to a five-year $1.45 billion revolving credit facility. The revolving credit facility's termination date is 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 June 30, 2017 or December 31, 2016.

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 June 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 June 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's termination date is 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 June 30, 2017 or December 31, 2016.

Amounts outstanding under the commercial paper programs 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 loans from Eversource parent to CL&P, PSNH and WMECO are included in Notes Payable to Eversource Parent and are classified in current liabilities on their respective 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 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.


24



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, using short term borrowings.

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

Eversource Service sponsors a defined benefit retirement plan ("Pension Plan") that covers eligible participants.  In addition to the Pension Plan, 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.  Eversource Service also sponsors a defined benefit postretirement plan that provides 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 that meet 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 $10.7 million for the three and six months ended June 30, 2017, 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.

The components of net periodic benefit expense for the Pension, SERP and PBOP Plans are shown below.  The 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.  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 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 Six Months Ended
(Millions of Dollars)
June 30, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
Service Cost
$
17.4

 
$
18.7

 
$
36.4

 
$
37.9

Interest Cost
47.2

 
46.4

 
93.5

 
92.8

Expected Return on Pension Plan Assets
(83.5
)
 
(79.5
)
 
(167.0
)
 
(159.1
)
Actuarial Loss
33.9

 
31.3

 
67.5

 
63.0

Prior Service Cost
1.1

 
0.9

 
2.0

 
1.8

Total Net Periodic Benefit Expense
$
16.1

 
$
17.8

 
$
32.4

 
$
36.4

Capitalized Pension Expense
$
5.5

 
$
5.4

 
$
10.9

 
$
11.4

 
 
 
 
 
 
 
 
 
PBOP
Eversource
For the Three Months Ended
 
For the Six Months Ended
(Millions of Dollars)
June 30, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
Service Cost
$
2.4

 
$
3.1

 
$
4.7

 
$
6.3

Interest Cost
6.3

 
9.4

 
13.5

 
19.0

Expected Return on Plan Assets
(16.0
)
 
(15.7
)
 
(31.9
)
 
(31.5
)
Actuarial Loss
2.5

 
0.9

 
4.6

 
2.1

Prior Service Credit
(5.3
)
 

 
(10.7
)
 
(0.1
)
Total Net Periodic Benefit Income
$
(10.1
)
 
$
(2.3
)
 
$
(19.8
)
 
$
(4.2
)
Capitalized PBOP Income
$
(4.9
)
 
$
(1.0
)
 
$
(9.5
)
 
$
(1.9
)

25



 
Pension and SERP
 
For the Three Months Ended June 30, 2017
 
For the Three Months Ended June 30, 2016
(Millions of Dollars)
CL&P
 
NSTAR Electric
 
PSNH
 
WMECO
 
CL&P
 
NSTAR Electric
 
PSNH
 
WMECO
Service Cost
$
4.6

 
$
3.1

 
$
2.4

 
$
0.7

 
$
4.6

 
$
3.3

 
$
2.5

 
$
0.8

Interest Cost
10.5

 
8.6

 
5.3

 
2.1

 
10.2

 
8.5

 
5.1

 
2.1

Expected Return on Pension Plan Assets
(17.8
)
 
(17.5
)
 
(10.0
)
 
(4.4
)
 
(18.0
)
 
(16.9
)
 
(9.6
)
 
(4.4
)
Actuarial Loss
6.8

 
8.9

 
3.0

 
1.5

 
6.3

 
8.7

 
2.6

 
1.3

Prior Service Cost
0.4

 
0.1

 
0.1

 
0.1

 
0.4

 

 
0.1

 
0.1

Total Net Periodic Benefit Expense/(Income)
$
4.5

 
$
3.2

 
$
0.8

 
$

 
$
3.5

 
$
3.6

 
$
0.7

 
$
(0.1
)
Intercompany Allocations
$
2.4

 
$
1.8

 
$
0.8

 
$
0.5

 
$
3.5

 
$
2.2

 
$
1.0

 
$
0.6

Capitalized Pension Expense
$
2.4

 
$
1.9

 
$
0.4

 
$
0.1

 
$
2.2

 
$
2.0

 
$
0.4

 
$
0.1

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pension and SERP
 
For the Six Months Ended June 30, 2017
 
For the Six Months Ended June 30, 2016
(Millions of Dollars)
CL&P
 
NSTAR
Electric
 
PSNH
 
WMECO
 
CL&P
 
NSTAR
Electric
 
PSNH
 
WMECO
Service Cost
$
9.3

 
$
6.3

 
$
4.9

 
$
1.5

 
$
9.6

 
$
6.7

 
$
5.0

 
$
1.6

Interest Cost
20.9

 
17.0

 
10.5

 
4.2

 
21.0

 
16.8

 
10.3

 
4.2

Expected Return on Pension Plan Assets
(36.0
)
 
(35.1
)
 
(19.9
)
 
(8.9
)
 
(36.2
)
 
(33.8
)
 
(19.3
)
 
(8.8
)
Actuarial Loss
13.9

 
17.5

 
5.8

 
3.0

 
13.0

 
17.0

 
4.9

 
2.8

Prior Service Cost
0.7

 
0.2

 
0.2

 
0.2

 
0.8

 

 
0.2

 
0.2

Total Net Periodic Benefit Expense
$
8.8

 
$
5.9

 
$
1.5

 
$

 
$
8.2

 
$
6.7

 
$
1.1

 
$

Intercompany Allocations
$
5.0

 
$
3.7

 
$
1.7

 
$
0.9

 
$
6.8

 
$
4.5

 
$
2.0

 
$
1.2

Capitalized Pension Expense
$
4.9

 
$
3.5

 
$
0.7

 
$
0.2

 
$
4.9

 
$
3.7

 
$
0.7

 
$
0.2

 
PBOP
 
For the Three Months Ended June 30, 2017
 
For the Three Months Ended June 30, 2016
(Millions of Dollars)
CL&P
 
NSTAR
Electric
 
PSNH
 
WMECO
 
CL&P
 
NSTAR
Electric
 
PSNH
 
WMECO
Service Cost
$
0.5

 
$
0.3

 
$
0.3

 
$
0.1

 
$
0.4

 
$
1.0

 
$
0.3

 
$
0.1

Interest Cost
1.2

 
1.7

 
0.7

 
0.3

 
1.3

 
3.8

 
0.7

 
0.3

Expected Return on Plan Assets
(2.4
)
 
(6.6
)
 
(1.3
)
 
(0.6
)
 
(2.5
)
 
(6.4
)
 
(1.4
)
 
(0.6
)
Actuarial Loss
0.3

 
0.8

 
0.2

 

 
0.3

 
0.3

 
0.1

 

Prior Service Cost/(Credit)
0.3

 
(4.3
)
 
0.1

 

 

 

 

 

Total Net Periodic Benefit Income
$
(0.1
)
 
$
(8.1
)
 
$

 
$
(0.2
)
 
$
(0.5
)
 
$
(1.3
)
 
$
(0.3
)
 
$
(0.2
)
Intercompany Allocations
$
(0.1
)
 
$
(0.2
)
 
$
(0.1
)
 
$

 
$
0.2

 
$
0.1

 
$

 
$

Capitalized PBOP Income
$
(0.1
)
 
$
(4.1
)
 
$

 
$
(0.1
)
 
$
(0.2
)
 
$
(0.6
)
 
$
(0.1
)
 
$
(0.1
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PBOP
 
For the Six Months Ended June 30, 2017
 
For the Six Months Ended June 30, 2016
(Millions of Dollars)
CL&P
 
NSTAR
Electric
 
PSNH
 
WMECO
 
CL&P
 
NSTAR Electric
 
PSNH
 
WMECO
Service Cost
$
0.9

 
$
0.7

 
$
0.6

 
$
0.2

 
$
0.9

 
$
1.8

 
$
0.6

 
$
0.2

Interest Cost
2.7

 
3.8

 
1.5

 
0.5

 
2.7

 
7.8

 
1.5

 
0.5

Expected Return on Plan Assets
(4.8
)
 
(13.2
)
 
(2.7
)
 
(1.1
)
 
(5.1
)
 
(12.7
)
 
(2.8
)
 
(1.1
)
Actuarial Loss
0.5

 
1.7

 
0.3

 

 
0.5

 
0.5

 
0.2

 

Prior Service Cost/(Credit)
0.5

 
(8.6
)
 
0.3

 
0.1

 

 

 

 

Total Net Periodic Benefit Income
$
(0.2
)
 
$
(15.6
)
 
$

 
$
(0.3
)
 
$
(1.0
)
 
$
(2.6
)
 
$
(0.5
)
 
$
(0.4
)
Intercompany Allocations
$
(0.4
)
 
$
(0.5
)
 
$
(0.2
)
 
$
(0.1
)
 
$
0.3

 
$
0.1

 
$

 
$
0.1

Capitalized PBOP Income
$
(0.2
)
 
$
(7.9
)
 
$

 
$
(0.2
)
 
$
(0.5
)
 
$
(1.1
)
 
$
(0.1
)
 
$
(0.2
)


26



8.    COMMITMENTS AND CONTINGENCIES

A.    Environmental Matters
Eversource, CL&P, NSTAR Electric, PSNH and WMECO are subject to environmental laws and regulations intended to mitigate or remove the effect of past operations and improve or maintain the quality of the environment.  These laws and regulations require the removal or the remedy of the effect on the environment of the disposal or release of certain specified hazardous substances at current and former operating sites. Eversource, CL&P, NSTAR Electric, PSNH and WMECO 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 June 30, 2017
 
As of December 31, 2016
 
Number of Sites
 
Reserve
(in millions)
 
Number of Sites
 
Reserve
(in millions)
Eversource
58

 
$
57.7

 
61

 
$
65.8

CL&P
14

 
5.1

 
14

 
4.9

NSTAR Electric
11

 
2.2

 
13

 
3.2

PSNH
11

 
5.7

 
11

 
5.3

WMECO
4

 
0.7

 
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 $51.7 million and $59.0 million as of June 30, 2017 and December 31, 2016, respectively, and related primarily to the natural gas business segment. The reduction in the reserve balance at the MGP sites was primarily due to a change in cost estimates at one site where actual contamination was less than originally estimated.

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 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, 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 June 30, 2017:  
Company
 
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
Various
 
Surety Bonds (2)
 
40.1

 
2017 - 2018
Eversource Service and Rocky River Realty Company
 
Lease Payments for Vehicles and Real Estate
 
8.5

 
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.

27




(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.    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, 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 June 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

(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, at which time 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 (including $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 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 was $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 June 30, 2017.

On June 5, 2017, the NETOs, including Eversource, submitted a filing at 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. The NETOs have voluntarily delayed the date on which they will begin billing the reinstated ROEs until 60 days after the FERC has a quorum again. If the FERC takes no action within that 60-day period, the NETOs will begin billing the reinstated ROEs, subject to refund. The Company will continue to recognize transmission revenues as billed utilizing a base ROE of 10.57 percent with an incentive cap of 11.74 percent, until further FERC action or upon expiration of the 60-day period with no FERC action. The Company will change the amounts it is using to recognize transmission revenues only upon a change in the rates billed to its customers.

At this time, the Company cannot reasonably estimate a range of gain or loss for the complaint proceedings. The April 14, 2017 Court decision did not provide 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 reserves or recognized ROEs for any of the complaint periods.

Management cannot at this time predict the ultimate effect of the Court decision 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 and WMECO.

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.


28



D.    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 force 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 parties reached 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 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 the second quarter of 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 that will be credited to the rates charged 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 will be completed in 2019.

9.    PSNH GENERATION ASSET SALE

On June 10, 2015, Eversource and PSNH entered into the 2015 Public Service Company of New Hampshire Restructuring and Rate Stabilization Agreement (the "Agreement") with the New Hampshire Office of Energy and Planning, certain members of the NHPUC staff, the Office of Consumer Advocate, two State Senators, and several other parties.  Under the terms of the Agreement, PSNH agreed to divest its generation assets, subject to NHPUC approval.  The Agreement provided 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 part 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 the divestiture, and the final plan and auction process were approved by the NHPUC in November 2016.  An intervening appeal alleging that the auction process and schedule were unreasonable was rejected by the New Hampshire Supreme Court in February 2017. In late March 2017, the formal divestiture process began. The Company expects the transaction to be approved by the end of 2017.

The sales price of the generation assets could be less than the carrying value, but the Company believes that full recovery of PSNH's generation assets is probable through a combination of cash flows during the remaining operating period, sales proceeds upon divestiture, and recovery of stranded costs via bonds that will be secured by a non-bypassable charge or through recoveries in future rates billed to PSNH's customers.

As of June 30, 2017, PSNH's generation assets were as follows:
(Millions of Dollars)
 
Gross Plant
$
1,183.3

Accumulated Depreciation
(564.1
)
Net Plant
619.2

Fuel
94.6

Materials and Supplies
36.3

Emission Allowances
19.5

Total Generation Assets
$
769.6


As of June 30, 2017, current and long-term liabilities associated with PSNH's generation assets included Accounts Payable of $30.2 million, Other Current Liabilities of $17.6 million, AROs of $20.6 million, and Accrued Pension, SERP and PBOP of $23.9 million.


29



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 June 30, 2017
 
As of December 31, 2016
Eversource
(Millions of Dollars)
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Preferred Stock Not Subject to Mandatory Redemption
$
155.6

 
$
158.4

 
$
155.6

 
$
158.3

Long-Term Debt
10,382.9

 
10,935.8

 
9,603.2

 
9,980.5

 
CL&P
 
NSTAR Electric
 
PSNH
 
WMECO
(Millions of Dollars)
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
As of June 30, 2017:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred Stock Not Subject to Mandatory Redemption
$
116.2

 
$
115.0

 
$
43.0

 
$
43.4

 
$

 
$

 
$

 
$

Long-Term Debt
2,913.5

 
3,247.3

 
2,425.9

 
2,605.9

 
1,072.3

 
1,122.3

 
566.3

 
602.8

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2016:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred Stock Not Subject to Mandatory Redemption
$
116.2

 
$
114.7

 
$
43.0

 
$
43.6

 
$

 
$

 
$

 
$

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


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, "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 Six Months Ended June 30, 2017
 
For the Six Months Ended June 30, 2016
 
Qualified
 
Unrealized
 
 
 
 
 
Qualified
 
Unrealized
 
 
 
 
 
Cash Flow
 
Gains
 
 
 
 
 
Cash Flow
 
Gains/(Losses)
 
 
 
 
Eversource
(Millions of Dollars)
Hedging
 
on Marketable
 
Defined
 
 
 
Hedging
 
on Marketable
 
Defined
 
 
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
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OCI Before Reclassifications

 
2.6

 
(3.5
)
 
(0.9
)
 

 
1.3

 
(2.6
)
 
(1.3
)
Amounts Reclassified from AOCL
1.1

 

 
2.2

 
3.3

 
1.1

 

 
1.6

 
2.7

Net OCI
1.1

 
2.6

 
(1.3
)
 
2.4

 
1.1

 
1.3

 
(1.0
)
 
1.4

Balance as of End of Period
$
(7.1
)
 
$
3.0

 
$
(58.8
)
 
$
(62.9
)
 
$
(9.2
)
 
$
(0.6
)
 
$
(55.6
)
 
$
(65.4
)

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 and is being amortized into Net Income over the term of the underlying debt instrument.  CL&P, PSNH and WMECO continue to amortize interest rate swaps settled in prior years from AOCL 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. The unamortized actuarial gains and losses and prior service costs on the defined benefit plans are amortized from AOCL into Operations and Maintenance expense over the average future employee service period, and are reflected in amounts reclassified from AOCL.  For further information, see Note 7, "Pension Benefits and Postretirement Benefits Other Than Pensions."


30



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 that were authorized and issued, as well as the respective per share par values:  
 
Shares
 
 
 
Authorized as of June 30, 2017 and
 
Issued as of
 
Par Value
 
December 31, 2016
 
June 30, 2017
 
December 31, 2016
Eversource
$
5

 
380,000,000

 
333,878,402

 
333,878,402

CL&P
$
10

 
24,500,000

 
6,035,205

 
6,035,205

NSTAR Electric
$
1

 
100,000,000

 
100

 
100

PSNH
$
1

 
100,000,000

 
301

 
301

WMECO
$
25

 
1,072,471

 
434,653

 
434,653


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

13.    COMMON SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS

Dividends on the preferred stock of CL&P and NSTAR Electric totaled $1.9 million for both of the three months ended June 30, 2017 and 2016, and $3.8 million for both of the six months ended June 30, 2017 and 2016. 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 June 30, 2017 and December 31, 2016. 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 and unexercised stock options 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 six months ended June 30, 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 Six Months Ended
June 30, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
Net Income Attributable to Common Shareholders
$
230.7

 
$
203.6

 
$
490.2

 
$
447.8

Weighted Average Common Shares Outstanding:
 
 
 
 
 
 
 
Basic
317,391,365

 
317,785,495

 
317,427,258

 
317,651,319

Dilutive Effect
555,829

 
691,204

 
608,606

 
827,557

Diluted
317,947,194

 
318,476,699

 
318,035,864

 
318,478,876

Basic and Diluted EPS
$
0.72

 
$
0.64

 
$
1.54

 
$
1.41


15.    SEGMENT INFORMATION

Presentation:  Eversource is organized among the Electric Distribution, Electric Transmission and Natural Gas Distribution reportable segments and Other based on a combination of factors, including the characteristics of each segments' 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 primarily are derived from residential, commercial and industrial customers and are not dependent on any single customer.  The Electric Distribution reportable segment includes the generation activities of PSNH and WMECO.  

The remainder of 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.

31




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 June 30, 2017
Eversource
(Millions of Dollars)
Electric
Distribution
 
Natural Gas
Distribution
 
Electric
Transmission
 
Other
 
Eliminations
 
Total
Operating Revenues
$
1,275.9

 
$
186.0

 
$
324.6

 
$
217.0

 
$
(240.7
)
 
$
1,762.8

Depreciation and Amortization
(105.4
)
 
(17.9
)
 
(51.4
)
 
(7.9
)
 
0.5

 
(182.1
)
Other Operating Expenses
(925.3
)
 
(150.0
)
 
(94.9
)
 
(195.9
)
 
241.1

 
(1,125.0
)
Operating Income
245.2

 
18.1

 
178.3

 
13.2

 
0.9

 
455.7

Interest Expense
(49.4
)
 
(10.9
)
 
(28.9
)
 
(21.6
)
 
3.5

 
(107.3
)
Other Income, Net
2.5

 
0.1

 
6.8

 
257.6

 
(245.5
)
 
21.5

Net Income Attributable to Common Shareholders
$
121.9

 
$
4.5

 
$
96.4

 
$
249.0

 
$
(241.1
)
 
$
230.7

 
 
 
 
 
 
 
 
 
 
 
 
 
For the Six Months Ended June 30, 2017
Eversource
(Millions of Dollars)
Electric Distribution
 
Natural Gas Distribution
 
Electric Transmission
 
Other
 
Eliminations
 
Total
Operating Revenues
$
2,677.0

 
$
589.6

 
$
641.5

 
$
453.4

 
$
(493.6
)
 
$
3,867.9

Depreciation and Amortization
(235.2
)
 
(39.6
)
 
(102.0
)
 
(17.2
)
 
1.1

 
(392.9
)
Other Operating Expenses
(1,967.3
)
 
(439.6
)
 
(184.8
)
 
(412.5
)
 
493.9

 
(2,510.3
)
Operating Income
474.5

 
110.4

 
354.7

 
23.7

 
1.4

 
964.7

Interest Expense
(97.6
)
 
(21.5
)
 
(57.0
)
 
(41.3
)
 
6.6

 
(210.8
)
Other Income, Net
7.4

 
0.4

 
11.7

 
586.5

 
(570.9
)
 
35.1

Net Income Attributable to Common Shareholders
$
236.0

 
$
55.3

 
$
190.6

 
$
571.2

 
$
(562.9
)
 
$
490.2

Cash Flows Used for Investments in Plant
$
515.0

 
$
139.7

 
$
415.6

 
$
76.7

 
$

 
$
1,147.0

 
For the Three Months Ended June 30, 2016
Eversource
(Millions of Dollars)
Electric
Distribution
 
Natural Gas
Distribution
 
Electric
Transmission
 
Other
 
Eliminations
 
Total
Operating Revenues
$
1,303.1

 
$
180.4

 
$
302.5

 
$
211.1

 
$
(229.9
)
 
$
1,767.2

Depreciation and Amortization
(98.4
)
 
(16.8
)
 
(45.6
)
 
(7.5
)
 
0.5

 
(167.8
)
Other Operating Expenses
(994.4
)
 
(141.1
)
 
(82.5
)
 
(188.1
)
 
230.1

 
(1,176.0
)
Operating Income
210.3

 
22.5

 
174.4

 
15.5

 
0.7

 
423.4

Interest Expense
(47.6
)
 
(10.4
)
 
(27.4
)
 
(16.6
)
 
1.5

 
(100.5
)
Other Income, Net
6.3

 
0.1

 
5.3

 
219.0

 
(222.6
)
 
8.1

Net Income Attributable to Common Shareholders
$
102.8

 
$
8.0

 
$
92.5

 
$
220.7

 
$
(220.4
)
 
$
203.6

 
 
 
 
 
 
 
 
 
 
 
 
 
For the Six Months Ended June 30, 2016
Eversource
(Millions of Dollars)
Electric
Distribution
 
Natural Gas
Distribution
 
Electric
Transmission
 
Other
 
Eliminations
 
Total
Operating Revenues
$
2,739.2

 
$
523.0

 
$
585.8

 
$
425.3

 
$
(450.5
)
 
$
3,822.8

Depreciation and Amortization
(226.1
)
 
(32.7
)
 
(90.7
)
 
(14.4
)
 
1.1

 
(362.8
)
Other Operating Expenses
(2,083.3
)
 
(374.5
)
 
(155.5
)
 
(385.4
)
 
450.7

 
(2,548.0
)
Operating Income
429.8

 
115.8

 
339.6

 
25.5

 
1.3

 
912.0

Interest Expense
(95.6
)
 
(20.5
)
 
(55.3
)
 
(30.7
)
 
3.4

 
(198.7
)
Other Income/(Loss), Net
6.3

 
(0.2
)
 
7.9

 
524.4

 
(528.4
)
 
10.0

Net Income Attributable to Common Shareholders
$
211.3

 
$
58.9

 
$
178.2

 
$
523.1

 
$
(523.7
)
 
$
447.8

Cash Flows Used for Investments in Plant
$
362.0

 
$
105.0

 
$
349.1

 
$
53.1

 
$

 
$
869.2


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 June 30, 2017
$
18,663.7

 
$
3,337.0

 
$
9,003.4

 
$
14,657.1

 
$
(13,002.4
)
 
$
32,658.8

As of December 31, 2016
18,367.5

 
3,303.8

 
8,751.5

 
14,493.1

 
(12,862.7
)
 
32,053.2



32



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 report on Form 10-Q for the quarter ended March 31, 2017, as well as the Eversource 2016 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 more representative of our financial performance and provides additional and useful information to readers of this report in analyzing historical and future performance by business.  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 breaches, acts of war or terrorism, or grid disturbances,
actions or inaction of local, state and federal regulatory, public policy and taxing bodies,
changes in business conditions, which could include disruptive technology related to our current or future business model,
changes in economic conditions, including impact on interest rates, tax policies, and customer demand and payment ability,
fluctuations in weather patterns,
changes in laws, regulations or regulatory policy,
changes in levels or timing of capital expenditures,
disruptions in the capital markets or other events that make our access to necessary capital more difficult or costly,
developments in legal or public policy doctrines,
technological developments,
changes in accounting standards and financial reporting regulations,
actions of rating agencies, and
other presently unknown or unforeseen factors.  

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

All such factors are difficult to predict 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 combined Annual Report on Form 10-K.  This combined Quarterly Report on Form 10-Q and Eversource's 2016 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.

33



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 $230.7 million, or $0.72 per share, in the second quarter of 2017, and $490.2 million, or $1.54 per share, in the first half of 2017, compared with $203.6 million, or $0.64 per share, in the second quarter of 2016, and $447.8 million, or $1.41 per share, in the first half of 2016.  

Our electric distribution segment, which includes generation, earned $121.9 million, or $0.38 per share, in the second quarter of 2017, and $236.0 million, or $0.74 per share, in the first half of 2017, compared with $102.8 million, or $0.32 per share, in the second quarter of 2016, and $211.3 million, or $0.66 per share, in the first half of 2016.  

Our electric transmission segment earned $96.4 million, or $0.30 per share, in the second quarter of 2017, and $190.6 million, or $0.60 per share, in the first half of 2017, compared with $92.5 million, or $0.29 per share, in the second quarter of 2016, and $178.2 million, or $0.56 per share, in the first half of 2016.  

Our natural gas distribution segment earned $4.5 million, or $0.01 per share, in the second quarter of 2017, and $55.3 million, or $0.17 per share, in the first half of 2017, compared with $8.0 million, or $0.03 per share, in the second quarter of 2016, and $58.9 million, or $0.19 per share, in the first half of 2016.  

Eversource parent and other companies earned $7.9 million in the second quarter of 2017 and $8.3 million in the first half of 2017, compared with earnings of $0.3 million in the second quarter of 2016 and a net loss of $0.6 million in the first half of 2016.  

Liquidity:

Cash flows provided by operating activities totaled $908.0 million in the first half of 2017, compared with $978.4 million in the first half of 2016.  Investments in property, plant and equipment totaled $1.1 billion in the first half of 2017, compared with $869.2 million in the first half of 2016.  Cash and cash equivalents totaled $24.6 million as of June 30, 2017, compared with $30.3 million as of December 31, 2016.

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.

On May 3, 2017, our Board of Trustees approved a common share dividend payment of $0.475 per share, which was paid on June 30, 2017 to shareholders of record as of May 31, 2017.

Strategic, Legislative, Regulatory, Policy and Other Items:

On June 2, 2017, Eversource announced that it had entered into an agreement to acquire Aquarion Water Company ("Aquarion") from Macquarie Infrastructure Partners for $1.675 billion, consisting of approximately $880 million in cash and $795 million of assumed debt. On June 29, 2017, Eversource and Aquarion filed joint applications with regulators in Connecticut, Massachusetts, New Hampshire and Maine requesting approval of the transaction. The transaction is expected to close by December 31, 2017.

NSTAR Electric and Massachusetts Water Resource Authority have been parties to a civil action brought by the United States Attorney on behalf of the United States Army Corps of Engineers, alleging that they failed to comply with certain permitting requirements related to the placement of an electric distribution cable beneath Boston Harbor. After substantial negotiations, the parties reached a settlement whereby a new 115kV distribution cable will be installed across Boston Harbor, utilizing a different route, and the litigation is expected to be dismissed with prejudice. In the second quarter of 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.

On July 27, 2017, Eversource Energy Transmission Ventures, Inc. and HQ jointly submitted proposals for Northern Pass into the Massachusetts clean energy RFP. Northern Pass is expected to be placed in service in the second half of 2020.

On April 14, 2017, pursuant to appeals the NETOs and Complainants filed on the first FERC ROE complaint decision, the U.S. Court of Appeals for the D.C. Circuit issued a decision vacating and remanding the FERC's decision. On June 5, 2017, the NETOs, including Eversource, submitted a filing at 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. The NETOs have voluntarily delayed the date on which they will begin billing the reinstated ROEs until 60 days after the FERC has a quorum again. If the FERC takes no action within that 60-day period, the NETOs will begin billing the reinstated ROEs, subject to refund.


34



 
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 second quarter and the first half of 2017 and 2016.  
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
(Millions of Dollars, Except Per-Share Amounts)
Amount
 
Per Share
 
Amount
 
Per Share
 
Amount
 
Per Share
 
Amount
 
Per Share
Net Income Attributable to
Common Shareholders (GAAP)
$
230.7

 
$
0.72

 
$
203.6

 
$
0.64

 
$
490.2

 
$
1.54

 
$
447.8

 
$
1.41

Regulated Companies
$
222.8

 
$
0.69

 
$
203.3

 
$
0.64

 
$
481.9

 
$
1.51

 
$
448.4

 
$
1.41

Eversource Parent and Other Companies
7.9

 
0.03

 
0.3

 

 
8.3

 
0.03

 
(0.6
)
 

Net Income Attributable to Common Shareholders (GAAP)
$
230.7

 
$
0.72

 
$
203.6


$
0.64

 
$
490.2

 
$
1.54

 
$
447.8

 
$
1.41


Regulated Companies:  Our Regulated companies consist of the electric distribution, electric transmission, and natural gas distribution segments. Generation activities of PSNH and WMECO are included in our electric distribution segment.  A summary of our segment earnings and EPS for the second quarter and the first half of 2017 and 2016 is as follows:   
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
(Millions of Dollars, Except Per-Share Amounts)
Amount
 
Per Share
 
Amount
 
Per Share
 
Amount
 
Per Share
 
Amount
 
Per Share
Electric Distribution
$
121.9

 
$
0.38

 
$
102.8

 
$
0.32

 
$
236.0

 
$
0.74

 
$
211.3

 
$
0.66

Electric Transmission
96.4

 
0.30

 
92.5

 
0.29

 
190.6

 
0.60

 
178.2

 
0.56

Natural Gas Distribution
4.5

 
0.01

 
8.0

 
0.03

 
55.3

 
0.17

 
58.9

 
0.19

Net Income - Regulated Companies
$
222.8

 
$
0.69

 
$
203.3

 
$
0.64

 
$
481.9

 
$
1.51

 
$
448.4

 
$
1.41


Our electric distribution segment earnings increased $19.1 million in the second quarter of 2017, as compared to the second quarter of 2016, due primarily to lower operations and maintenance expense and higher distribution revenues as a result of higher LBR and higher demand revenues driven by heat waves during the second quarter of 2017 at NSTAR Electric, partially offset by higher depreciation expense.

Our electric distribution segment earnings increased $24.7 million in the first half of 2017, as compared to the first half of 2016, due primarily to higher distribution revenues as a result of higher LBR and higher demand revenues driven by heat waves during the second quarter of 2017 at NSTAR Electric and lower operations and maintenance expense, partially offset by higher depreciation expense and lower generation earnings.

Our electric transmission segment earnings increased $3.9 million and $12.4 million in the second quarter and first half of 2017, respectively, as compared to the second quarter and first half of 2016, 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 related to the annual billing and cost reconciliation filing with the FERC.

Our natural gas distribution segment earnings decreased $3.5 million in the second quarter of 2017, as compared to the second quarter of 2016, due primarily to lower firm natural gas sales volumes driven by warmer weather in Connecticut in the spring of 2017, as compared to the same period in 2016, lower demand revenues in Connecticut driven by lower peak usage in 2017, as compared to 2016, higher operations and maintenance expense, and higher depreciation expense.

Our natural gas distribution segment earnings decreased $3.6 million in the first half of 2017, as compared to the first half of 2016, due primarily to higher operations and maintenance expense, higher depreciation expense, and lower demand revenues in Connecticut driven by lower peak usage in 2017, as compared to 2016.

Eversource Parent and Other Companies:  Eversource parent and other companies had earnings of $7.9 million in the second quarter of 2017 and $8.3 million in the first half of 2017, compared with earnings of $0.3 million in the second quarter of 2016 and a net loss of $0.6 million in the first half of 2016.  The improved results were largely due to equity in earnings recorded in the second quarter of 2017 primarily related to Eversource's investment in a renewable energy fund.

Electric and Natural Gas Sales Volumes:  Weather, fluctuations in energy supply costs, conservation measures (including utility-sponsored energy efficiency programs), and economic conditions affect customer energy usage.  Industrial sales volumes are less sensitive to temperature variations than residential and commercial sales volumes.  In our service territories, weather impacts electric sales volumes during the 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.


35



Fluctuations in retail electric sales volumes at NSTAR Electric and PSNH impact earnings ("Traditional" in the table below).  For CL&P and WMECO, 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.  CL&P and WMECO reconcile their annual base distribution rate recovery amounts to their respective pre-established levels of baseline distribution delivery service revenues of $1.059 billion and $132.4 million, respectively.  Any difference between the allowed level of distribution revenue and the actual amount incurred during a 12-month period is adjusted through rates in the following period.

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 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.

A summary of our retail electric GWh sales volumes and our firm natural gas MMcf sales volumes, as well as percentage changes, is as follows:  
 
For the Three Months Ended June 30, 2017 Compared to 2016
 
For the Six Months Ended June 30, 2017 Compared to 2016
 
Sales Volumes (GWh)
 
Percentage
 
Sales Volumes (GWh)
 
Percentage
Electric
2017
 
2016
 
Increase/(Decrease)
 
2017
 
2016
 
Increase/(Decrease)
Traditional:
 
 
 
 
 
 
 
 
 
 
 
Residential
2,108

 
2,092

 
0.8
 %
 
4,543

 
4,497

 
1.0
 %
Commercial
3,827

 
3,861

 
(0.9
)%
 
7,767

 
7,852

 
(1.1
)%
Industrial
589

 
652

 
(9.7
)%
 
1,185

 
1,252

 
(5.4
)%
Total – Traditional
6,524

 
6,605

 
(1.2
)%
 
13,495

 
13,601

 
(0.8
)%
 
 
 
 
 
 
 
 
 
 
 
 
Decoupled:
 
 
 
 
 
 
 
 
 
 
 
Residential
2,374

 
2,410

 
(1.5
)%
 
5,362

 
5,353

 
0.2
 %
Commercial
2,564

 
2,658

 
(3.5
)%
 
5,154

 
5,275

 
(2.3
)%
Industrial
702

 
730

 
(3.8
)%
 
1,324

 
1,394

 
(5.0
)%
Total – Decoupled
5,640

 
5,798

 
(2.7
)%
 
11,840

 
12,022

 
(1.5
)%
Total Sales Volumes
12,164

 
12,403

 
(1.9
)%
 
25,335

 
25,623

 
(1.1
)%

 
For the Three Months Ended June 30, 2017 Compared to 2016
 
For the Six Months Ended June 30, 2017 Compared to 2016
 
Sales Volumes (MMcf)
 
Percentage
 
Sales Volumes (MMcf)
 
Percentage
Firm Natural Gas
2017
 
2016
 
Increase/(Decrease)
 
2017
 
2016
 
Increase/(Decrease)
Traditional:
 
 
 
 
 
 
 
 
 
 
 
Residential
2,009

 
2,511

 
(20.0
)%
 
9,102

 
9,153

 
(0.6
)%
Commercial
3,541

 
3,538

 
0.1
 %
 
11,950

 
11,514

 
3.8
 %
Industrial
2,228

 
2,266

 
(1.7
)%
 
5,631

 
5,633

 
 %
Total – Traditional
7,778

 
8,315

 
(6.5
)%
 
26,683

 
26,300

 
1.5
 %
 
 
 
 
 
 
 
 
 
 
 
 
Decoupled:
 
 
 
 
 
 
 
 
 
 
 
Residential
3,164

 
3,231

 
(2.1
)%
 
13,349

 
12,540

 
6.5
 %
Commercial
3,628

 
3,884

 
(6.6
)%
 
12,758

 
12,872

 
(0.9
)%
Industrial
1,314

 
1,319

 
(0.4
)%
 
3,023

 
3,173

 
(4.7
)%
Total – Decoupled
8,106

 
8,434

 
(3.9
)%
 
29,130

 
28,585

 
1.9
 %
Special Contracts (1)
1,132

 
1,087

 
4.1
 %
 
2,349

 
2,299

 
2.2
 %
Total – Decoupled and Special Contracts
9,238

 
9,521

 
(3.0
)%
 
31,479

 
30,884

 
1.9
 %
Total Sales Volumes
17,016

 
17,836

 
(4.6
)%
 
58,162

 
57,184

 
1.7
 %

(1) 
Special contracts are unique to the natural gas distribution customers who take service under such an arrangement and generally specify the amount of distribution revenue to be paid to Yankee Gas regardless of the customers' usage.

For the second quarter and first half of 2017, retail electric sales volumes at our electric utilities with a traditional rate structure (NSTAR Electric and PSNH) were lower, as compared to the second quarter and first half of 2016. Sales volumes were negatively impacted by lower customer usage driven by the impact of increased customer energy conservation efforts, partially offset by improved economic conditions across our service territories.

On January 28, 2016, Eversource received approval of a three-year energy efficiency plan in Massachusetts, which includes recovery of LBR at NSTAR Electric until it is operating 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.  NSTAR Electric recognized LBR of

36



$18.7 million and $35.9 million in the second quarter and first half of 2017, respectively, compared to $13.8 million and $26.8 million in the second quarter and first half of 2016, respectively.

Our firm natural gas sales volumes are subject to many of the same influences as our retail electric sales volumes. In addition, they have benefited from customer growth in both of our natural gas distribution companies.  In the second quarter of 2017, our consolidated firm natural gas sales volumes were lower, as compared to the second quarter of 2016, due primarily to warmer weather in the spring of 2017 and increased customer energy conservation efforts, partially offset by customer growth.  Heating degree days for the second quarter of 2017 were 7.4 percent lower in Connecticut, as compared to the same period in 2016.

Consolidated firm natural gas sales volumes were higher in the first half of 2017, as compared to the first half of 2016, due primarily to improved economic conditions across our service territories and customer growth, partially offset by increased customer energy conservation efforts. The impact of colder weather in the first quarter of 2017 was offset by warmer weather in the second quarter of 2017, as compared to the same periods in 2016, which resulted in an overall slight increase to sales. Heating degree days for the first half of 2017 were 1.6 percent higher in Connecticut, as compared to the same period in 2016.

Liquidity

Consolidated:  Cash and cash equivalents totaled $24.6 million as of June 30, 2017, compared with $30.3 million as of December 31, 2016.

Long-Term Debt Issuances: 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.

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 June 30, 2017 and December 31, 2016, Eversource parent had $937.5 million and approximately $1.0 billion, respectively, in short-term borrowings outstanding under the Eversource parent commercial paper program, leaving $512.5 million and $428.0 million of available borrowing capacity as of June 30, 2017 and December 31, 2016, respectively. The weighted-average interest rate on these borrowings as of June 30, 2017 and December 31, 2016 was 1.34 percent and 0.88 percent, respectively. As of June 30, 2017, there were intercompany loans from Eversource parent of $101.1 million to CL&P, $194.1 million to PSNH, and $68.7 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 parties to a five-year $1.45 billion revolving credit facility. The revolving credit facility's termination date is 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 June 30, 2017 or December 31, 2016.

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 June 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 June 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's termination date is 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 June 30, 2017 or December 31, 2016.

Cash Flows:  Cash flows provided by operating activities totaled $908.0 million in the first half of 2017, compared with $978.4 million in the first half of 2016.  The decrease in operating cash flows was due primarily to $188.6 million in lower net income tax refunds as a result of the impact of the December 2015 legislation that extended tax bonus depreciation. That legislation extended the accelerated deduction of depreciation to businesses from 2015 to 2019, and also resulted in a refund of approximately $275 million we received in the first quarter of 2016. Additionally, there was an increase of $25.5 million in Pension Plan contributions made in the first half of 2017, as compared to the same period in 2016. Partially offsetting these unfavorable impacts was the timing of regulatory recoveries, which primarily related to customer billings in excess of purchased power costs, and the timing of collections on our accounts receivable.

On May 3, 2017, our Board of Trustees approved a common share dividend payment of $0.475 per share, which was paid on June 30, 2017 to shareholders of record as of May 31, 2017.

In the first half of 2017, CL&P, NSTAR Electric, PSNH, and WMECO paid $99.2 million, $93.0 million, $23.9 million, and $19.0 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 expense.  In the first half of 2017, investments for Eversource, CL&P, NSTAR Electric, PSNH, and WMECO were $1.1 billion, $419.9 million, $262.1 million, $155.7 million, and $76.4 million respectively.   



37




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 of approximately $880 million in cash and $795 million of assumed Aquarion debt. 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. The transaction is expected to close by December 31, 2017.

Access Northeast: Access Northeast is a natural gas pipeline and storage project being developed jointly by Eversource, Enbridge, Inc. ("Enbridge") and National Grid plc ("National Grid"), through Algonquin Gas Transmission, LLC ("AGT"). This project is expected to enhance the Algonquin and Maritimes & Northeast pipeline systems using existing routes and is expected to include two new LNG storage tanks and liquefaction and vaporization facilities in Acushnet, Massachusetts that are currently expected to be connected to the Algonquin natural gas pipeline. Access Northeast is expected to be capable of delivering approximately 900 million cubic feet of additional natural gas per day to New England on peak demand days. Eversource and Enbridge each own a 40 percent interest in the project, with the remaining 20 percent interest owned by National Grid. The project is subject to FERC and other federal and state regulatory approvals. Its initial proposed configuration was expected to cost approximately $3 billion to construct, with Eversource Energy's investment share at approximately $1.2 billion. As of June 30, 2017, we have invested $31.1 million in this project.

On June 29, 2017, Enbridge, Eversource and National Grid withdrew the Access Northeast project from the FERC pre-filing process. Once the project partners determine how to address inconsistent energy policy and natural gas pipeline constraints in the New England states, they will re-engage in the FERC pre-file process. In the meantime, the final design, cost, and in-service date of Access Northeast will continue to be refined.

Bay State Wind: Bay State Wind is a proposed offshore wind project being jointly developed by Eversource and Denmark-based DONG Energy. Bay State Wind will be located in a 300-square-mile area approximately 15 to 25 miles south of Martha's Vineyard that has the ultimate potential to generate more than 2,000 MW of energy. Both Eversource and DONG Energy 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 that bids of up to 800 MW would be considered, provided they demonstrate significant net economic benefits to customers. Bay State Wind submitted a Notice of Intent to Bid on July 26, 2017 and will submit a proposal by the December 20, 2017 due date.

Consolidated Capital Expenditures: Our consolidated capital expenditures, including amounts incurred but not paid, cost of removal, AFUDC, and the capitalized portions of pension expense (all of which are non-cash factors), totaled $1.0 billion in the first half of 2017, compared to $905.0 million in the first half of 2016.  These amounts included $58.6 million and $58.0 million in the first half of 2017 and 2016, respectively, related to information technology and facilities upgrades and enhancements, primarily at Eversource Service and The Rocky River Realty Company.

Electric Transmission Business:  

Our consolidated electric transmission business capital expenditures increased by $14.4 million in the first half of 2017, as compared to the first half of 2016.  A summary of electric transmission capital expenditures by company is as follows:  
 
For the Six Months Ended June 30,
(Millions of Dollars)
2017
 
2016
CL&P
$
185.7

 
$
140.9

NSTAR Electric
78.9

 
107.6

PSNH
50.6

 
50.4

WMECO
39.1

 
46.1

NPT
21.1

 
16.0

Total Electric Transmission Segment
$
375.4

 
$
361.0


Northern Pass:  Northern Pass is NPT's planned high-voltage direct-current ("HVDC") transmission line from the Québec-New Hampshire border to Franklin, New Hampshire and an associated alternating current radial transmission line between Franklin and Deerfield, New Hampshire.  Northern Pass will interconnect at the Québec-New Hampshire border with a planned HQ HVDC transmission line.   The DOE is expected to issue the final Environmental Impact Statement for Northern Pass during the third quarter of 2017. Siting and permitting at both the state and federal levels is well advanced, with all required permits expected in the second half of 2017.

On August 18, 2015, NPT announced the Forward NH Plan, which is expected to deliver substantial energy cost savings and other benefits to New Hampshire, including a commitment to contribute $200 million to projects associated with economic development, tourism, community betterment and clean energy innovations to benefit the state of New Hampshire. The Forward NH Plan is contingent upon the Northern Pass transmission line going into commercial operation.

38




On October 14, 2016, the NHPUC approved a settlement agreement between NPT and the NHPUC staff and granted NPT public utility status, conditioned on final project permitting.

In April 2017, the NHPUC determined that no language in the easement deeds precludes PSNH from leasing the use of its existing rights-of-way to NPT. The NHPUC will now consider whether the terms of that lease are reasonable and in the public interest. A decision is expected by December 31, 2017. In addition, on June 16, 2017, the NHPUC approved NPT's application for a license to allow NPT to cross public roads and waterways.

The Society for the Protection of New Hampshire Forests ("SPNHF") filed a lawsuit against NPT in November 2015 alleging that NPT does not have the right to install underground transmission lines in the public highway right of way without the permission of the abutting landowners, such as the SPNHF. On January 31, 2017, the New Hampshire Supreme Court upheld a lower court's ruling confirming that NPT has the right to install underground transmission lines along and beneath public highways in New Hampshire with approval of the New Hampshire Department of Transportation.

The New Hampshire Site Evaluation Committee ("NH SEC") commenced final adjudicative hearings on April 13, 2017 and they are scheduled to continue until September 29, 2017. The NH SEC is expected to issue a written order in the fourth quarter of 2017. The DOE is expected to act on a Presidential Permit for Northern Pass after the final NH SEC order is released and is expected to issue an approval before the end of 2017. Northern Pass has been targeted for completion and to be placed 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. Northern Pass is expected to be placed in service in the second half of 2020.

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 southern New Hampshire and northern Massachusetts in the Merrimack Valley and continuing into the greater Boston metropolitan area, of which 28 are in Eversource's service territory. The NH SEC issued its written order approving the New Hampshire upgrades on October 4, 2016. We are currently pursuing the necessary regulatory and siting application approvals in Massachusetts. To date, we have received approval for one of these projects from the Massachusetts Energy Facilities Siting Board. Construction has also begun on several smaller projects not requiring siting approval. 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 $167.8 million has been capitalized through June 30, 2017.

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 2018.  Fourteen projects have been placed in service, and nine projects are in active construction.  As of June 30, 2017, CL&P had capitalized $176.5 million in costs associated with GHCC.

Seacoast Reliability Project:  On April 12, 2016, PSNH filed a siting application with the NH SEC 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 accepted our application as complete and we expect the NH SEC decision by late 2017.  This project is expected to be completed by the end of 2018.  We estimate our investment in this project will be approximately $84 million, of which $18.0 million has been capitalized through June 30, 2017.


39



Distribution Business:  

A summary of distribution capital expenditures is as follows:
 
For the Six Months Ended June 30,
(Millions of Dollars)
 CL&P
 
 NSTAR Electric
 
 PSNH
 
 WMECO
 
 Total Electric
 
 Natural Gas
 
 Total Electric and Natural Gas Distribution Segment
2017
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic Business
$
106.8

 
$
68.8

 
$
37.7

 
$
11.2

 
$
224.5

 
$
35.3

 
$
259.8

Aging Infrastructure
77.9

 
30.8

 
42.1

 
9.4

 
160.2

 
81.4

 
241.6

Load Growth (1)
26.4

 
35.7

 
8.1

 
(3.5
)
 
66.7

 
15.9

 
82.6

Total Distribution
211.1

 
135.3

 
87.9

 
17.1

 
451.4

 
132.6

 
584.0

Generation (2)

 
4.4

 
4.5

 
2.8

 
11.7

 

 
11.7

Total Electric and Natural Gas Distribution Segment
$
211.1

 
$
139.7

 
$
92.4

 
$
19.9

 
$
463.1

 
$
132.6

 
$
595.7

 
 
 
 
 
 
 
 
 
 
 
 
 
 
2016
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic Business
$
84.1

 
$
54.6

 
$
32.2

 
$
7.8

 
$
178.7

 
$
35.2

 
$
213.9

Aging Infrastructure
62.3

 
35.6

 
39.4

 
9.8

 
147.1

 
59.9

 
207.0

Load Growth (1)
16.9

 
26.2

 
5.4

 
(0.4
)
 
48.1

 
14.3

 
62.4

Total Distribution
163.3

 
116.4

 
77.0

 
17.2

 
373.9

 
109.4

 
483.3

Generation

 

 
2.7

 

 
2.7

 

 
2.7

Total Electric and Natural Gas Distribution Segment
$
163.3

 
$
116.4

 
$
79.7

 
$
17.2

 
$
376.6

 
$
109.4

 
$
486.0


(1) For the six months ended June 30, 2017 and June 30, 2016, WMECO had $10.3 million and $2.3 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 electric distribution business, basic business includes 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 includes requests for new business and capacity additions on distribution lines and substation additions and expansions.  

For the natural gas distribution segment, 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 reflects growth in existing service territories including new developments, installation of services, and expansion.

The natural gas distribution segment's capital spending program increased by $23.2 million in the first half of 2017, as compared to the first half 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.

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, 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, 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.


40



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 June 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

(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, at which time 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 (including $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 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 was $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 June 30, 2017.

On June 5, 2017, the NETOs, including Eversource, submitted a filing at 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. The NETOs have voluntarily delayed the date on which they will begin billing the reinstated ROEs until 60 days after the FERC has a quorum again. If the FERC takes no action within that 60-day period, the NETOs will begin billing the reinstated ROEs, subject to refund. The Company will continue to recognize transmission revenues as billed utilizing a base ROE of 10.57 percent with an incentive cap of 11.74 percent, until further FERC action or upon expiration of the 60-day period with no FERC action. The Company will change the amounts it is using to recognize transmission revenues only upon a change in the rates billed to its customers.

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 January 1, 2018. 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 later in 2017.

Regulatory Developments and Rate Matters

Electric and Natural Gas Base Distribution Rates:  

The Regulated companies’ distribution rates are set by their respective state regulatory commissions, and their tariffs include mechanisms for periodically adjusting their rates for the recovery of specific incurred costs.  Other than as described below, for the first half of 2017, changes made to the Regulated companies’ rates did not have a material impact on their earnings, financial position, or cash flows.  For further information, see "Financial 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 Form 10-K.

Connecticut:

On April 20, 2017, PURA approved the joint request of CL&P, the Connecticut Office of Consumer Counsel and the Connecticut Attorney General to amend the deadline to establish new electric distribution rates in the 2012 Connecticut merger settlement agreement from "no later than December 1, 2017" to "no later than July 1, 2018."

Massachusetts:

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 force HEEC to comply with cable depth requirements in the United States Army

41



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 parties reached 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 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 the second quarter of 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 that will be credited to the rates charged 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 will be completed in 2019.

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 proposals for long-term contracts of 15 to 20 years to provide the state's electric distribution companies with clean energy generation. The proposal submission due date was July 27, 2017. Contracts will be selected in January 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 the Massachusetts clean energy RFP. Northern Pass is expected to be placed in service in the second half of 2020.

On June 29, 2017, pursuant to the Act, 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 that bids of up to 800 MW would be considered, provided they demonstrate significant net economic benefits to customers. Bay State Wind submitted a Notice 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") with the DPU for approval of a combined $96 million increase in base distribution rates, effective January 1, 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 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:  On June 10, 2015, Eversource and PSNH entered into the 2015 Public Service Company of New Hampshire Restructuring and Rate Stabilization Agreement (the "Agreement") with the New Hampshire Office of Energy and Planning, certain members of the NHPUC staff, the Office of Consumer Advocate, two State Senators, and several other parties.  Under the terms of the Agreement, PSNH agreed to divest its generation assets, subject to NHPUC approval.  The Agreement provided 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 part 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 the divestiture, and the final plan and auction process were approved by the NHPUC in November 2016.  An intervening appeal alleging that the auction process and schedule were unreasonable was rejected by the New Hampshire Supreme Court in February 2017. In late March 2017, the formal divestiture process began. We expect the transaction to be approved by the end of 2017.

As of June 30, 2017, PSNH's energy service rate base subject to divestiture was approximately $616 million. This rate base will be reduced by the amount of the sales proceeds from the generation assets that are divested and sold. Upon completion of the divestiture process, full recovery of PSNH's generation assets is probable through a combination of cash flows during the remaining operating period, sales proceeds upon divestiture, and recovery of stranded costs via bonds that will be secured by a non-bypassable charge or through recoveries in future rates billed to PSNH's customers.

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 Form 10-K.  There have been no material changes with regard to these critical accounting policies.


42



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 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 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.


43



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 six months ended June 30, 2017 and 2016 included in this combined Quarterly Report on Form 10-Q:  
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
(Millions of Dollars)
2017
 
2016
 
Increase/
(Decrease)
 
Percent
 
2017
 
2016
 
Increase/
(Decrease)
 
Percent
Operating Revenues
$
1,762.8

 
$
1,767.2

 
$
(4.4
)
 
(0.2
)%
 
$
3,867.9

 
$
3,822.8

 
$
45.1

 
1.2
 %
Operating Expenses:
 

 
 

 
 

 
 

 
 
 
 

 
 

 
 

Purchased Power, Fuel and Transmission
549.7

 
581.3

 
(31.6
)
 
(5.4
)
 
1,303.3

 
1,336.1

 
(32.8
)
 
(2.5
)
Operations and Maintenance
302.7

 
320.7

 
(18.0
)
 
(5.6
)
 
633.0

 
640.9

 
(7.9
)
 
(1.2
)
Depreciation
189.9

 
176.5

 
13.4

 
7.6

 
376.7

 
350.5

 
26.2

 
7.5

Amortization of Regulatory Assets/(Liabilities),
  Net
(7.8
)
 
(8.7
)
 
0.9

 
(10.3
)
 
16.2

 
12.3

 
3.9

 
31.7

Energy Efficiency Programs
116.4

 
119.7

 
(3.3
)
 
(2.8
)
 
262.6

 
256.8

 
5.8

 
2.3

Taxes Other Than Income Taxes
156.2

 
154.3

 
1.9

 
1.2

 
311.4

 
314.2

 
(2.8
)
 
(0.9
)
Total Operating Expenses
1,307.1

 
1,343.8

 
(36.7
)
 
(2.7
)
 
2,903.2

 
2,910.8

 
(7.6
)
 
(0.3
)
Operating Income
455.7

 
423.4

 
32.3

 
7.6

 
964.7

 
912.0

 
52.7

 
5.8

Interest Expense
107.3

 
100.5

 
6.8

 
6.8

 
210.7

 
198.7

 
12.0

 
6.0

Other Income, Net
21.5

 
8.1

 
13.4

 
(a)

 
35.1

 
10.0

 
25.1

 
(a)

Income Before Income Tax Expense
369.9

 
331.0

 
38.9

 
11.8

 
789.1

 
723.3

 
65.8

 
9.1

Income Tax Expense
137.3

 
125.5

 
11.8

 
9.4

 
295.1

 
271.7

 
23.4

 
8.6

Net Income
232.6

 
205.5

 
27.1

 
13.2

 
494.0

 
451.6

 
42.4

 
9.4

Net Income Attributable to Noncontrolling Interests
1.9

 
1.9

 

 

 
3.8

 
3.8

 

 

Net Income Attributable to Common Shareholders
$
230.7

 
$
203.6

 
$
27.1

 
13.3
 %
 
$
490.2

 
$
447.8

 
$
42.4

 
9.5
 %
      
(a) Percent greater than 100 not shown as it is not meaningful.

Operating Revenues
A summary of our Operating Revenues by segment is as follows:
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
(Millions of Dollars)
2017
 
2016
 
Increase/
(Decrease)
 
Percent
 
2017
 
2016
 
Increase/
(Decrease)
 
Percent
Electric Distribution
$
1,275.9

 
$
1,303.1

 
$
(27.2
)
 
(2.1
)%
 
$
2,677.0

 
$
2,739.2

 
$
(62.2
)
 
(2.3
)%
Natural Gas Distribution
186.0

 
180.4

 
5.6

 
3.1

 
589.6

 
523.0

 
66.6

 
12.7

Electric Transmission
324.6

 
302.5

 
22.1

 
7.3

 
641.5

 
585.8

 
55.7

 
9.5

Other and Eliminations
(23.7
)
 
(18.8
)
 
(4.9
)
 
26.1

 
(40.2
)
 
(25.2
)
 
(15.0
)
 
59.5

Total Operating Revenues
$
1,762.8

 
$
1,767.2

 
$
(4.4
)
 
(0.2
)%
 
$
3,867.9

 
$
3,822.8

 
$
45.1

 
1.2
 %

A summary of our retail electric GWh sales volumes and our firm natural gas sales volumes in MMcf were as follows:
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2017
 
2016
 
Decrease
 
Percent
 
2017
 
2016
 
Increase/
(Decrease)
 
Percent
Electric
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Traditional
6,524

 
6,605

 
(81
)
 
(1.2
)%
 
13,495

 
13,601

 
(106
)
 
(0.8
)%
Decoupled
5,640

 
5,798

 
(158
)
 
(2.7
)
 
11,840

 
12,022

 
(182
)
 
(1.5
)
Total Electric
12,164

 
12,403

 
(239
)
 
(1.9
)
 
25,335

 
25,623

 
(288
)
 
(1.1
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Firm Natural Gas
 
 
 
 
 

 
 
 
 
 
 
 
 

 
 
Traditional
7,778

 
8,315

 
(537
)
 
(6.5
)
 
26,683

 
26,300

 
383

 
1.5

Decoupled and Special Contracts
9,238

 
9,521

 
(283
)
 
(3.0
)
 
31,479

 
30,884

 
595

 
1.9

Total Firm Natural Gas
17,016

 
17,836

 
(820
)
 
(4.6
)%
 
58,162

 
57,184

 
978

 
1.7
 %

Three Months Ended:
Operating Revenues, which primarily consist of base electric and natural gas distribution revenues and tracked revenues further described below, decreased by $4.4 million for the three months ended June 30, 2017, as compared to the same period in 2016.  

Base electric and natural gas distribution revenues:  Base electric distribution segment revenues, excluding LBR, increased $4.6 million for the three months ended June 30, 2017, as compared to the same period in 2016, due primarily to higher demand revenues driven by heat waves

44



during the second quarter of 2017 at NSTAR Electric. Operating Revenues increased $4.9 million for the three months ended June 30, 2017, as compared to the same period in 2016, as a result of higher LBR revenues. 

Base natural gas distribution revenues decreased $3.2 million for the three months ended June 30, 2017, as compared to the same period in 2016, driven by lower firm natural gas sales volumes due to warmer weather in Connecticut in the spring of 2017, as compared to the same period in 2016, and lower demand revenues in Connecticut driven by lower peak usage in 2017 as compared to 2016.

Fluctuations in CL&P's, WMECO's and NSTAR Gas' sales volumes do not impact the level of base distribution revenue realized or earnings due 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 revenues recognized.  Revenue decoupling mechanisms result in the recovery of our approved base distribution revenue requirements.  

Tracked 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, and restructuring and stranded cost recovery revenues.  In addition, tracked revenues include certain incentives earned and carrying charges. Tracked natural gas distribution segment revenues increased as a result of an increase in natural gas supply costs ($3.9 million) and an increase in energy efficiency program revenues ($4.9 million). Tracked electric distribution revenues decreased as a result of a decrease in electric energy supply costs ($34.7 million), driven by decreased average retail prices, a decrease in stranded costs recovery revenues ($9.3 million), a decrease in pension rate adjustment mechanisms ($5.2 million), and a decrease in retail electric transmission charges ($4.3 million). Partially offsetting these decreases were increases in tracked electric distribution revenues related to federally-mandated congestion charges ($7.7 million), revenues related to renewable energy requirements ($6.6 million) and net metering revenues ($7.2 million).

Electric transmission revenues:  The electric transmission segment revenues increased by $22.1 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 ($5.0 million).

Six Months Ended:
Operating Revenues increased by $45.1 million for the six months ended June 30, 2017, as compared to the same period in 2016.  

Base electric and natural gas distribution revenues:  Base electric distribution segment revenues, excluding LBR, increased $7.8 million for the six months ended June 30, 2017, as compared to the same period in 2016, due primarily to higher demand revenues driven by heat waves during the second quarter of 2017 at NSTAR Electric. Operating Revenues increased $9.1 million for the six months ended June 30, 2017, as compared to the same period in 2016, as a result of higher LBR revenues. 

Base natural gas distribution revenues remained relatively unchanged for the six months ended June 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 ($50.3 million) and an increase in energy efficiency program revenues ($14.9 million). Tracked electric distribution revenues decreased as a result of a decrease in electric energy supply costs ($88.3 million), driven by decreased average retail prices, a decrease in stranded costs recovery revenues ($16.1 million), a decrease in pension rate adjustment mechanisms ($9.2 million), and a decrease in retail electric transmission charges ($6.1 million). Partially offsetting these decreases were increases in tracked electric distribution revenues related to federally-mandated congestion charges ($20.2 million), net metering revenues ($15.4 million) and revenues related to renewable energy requirements ($5.9 million).

Electric transmission revenues:  The electric transmission segment revenues increased by $55.7 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 ($10.0 million).


45



Purchased Power, Fuel and Transmission expense includes costs associated with purchasing electricity and natural gas on behalf of our customers.  These energy supply costs are recovered from customers in rates through cost tracking mechanisms, which have no impact on earnings (tracked costs).  Purchased Power, Fuel and Transmission expense decreased for the three and six months ended June 30, 2017, as compared to the same periods in 2016, due primarily to the following:
(Millions of Dollars)
Three Months Ended Increase/(Decrease)
 
Six Months Ended
Increase/(Decrease)
Electric Distribution
$
(46.6
)
 
$
(108.8
)
Natural Gas Distribution
2.0

 
43.2

Transmission
13.0

 
32.8

Total Purchased Power, Fuel and Transmission
$
(31.6
)
 
$
(32.8
)

The decrease in purchased power expense at the electric distribution business was driven by lower prices associated with the procurement of energy supply for the three and six months ended June 30, 2017, as compared to the same periods in 2016.  The increase in purchased power expense at the natural gas distribution business was due to higher average natural gas prices.  The increase in transmission costs was primarily the result of an increase in Local Network Service charges, which reflect the cost of transmission service provided by Eversource over Eversource’s local transmission network.
 
Operations and Maintenance expense includes tracked costs and costs that are part of base electric and natural gas distribution rates with changes impacting earnings (non-tracked costs).  Operations and Maintenance expense decreased for the three and six months ended June 30, 2017, as compared to the same periods in 2016, due primarily to the following:
(Millions of Dollars)
Three Months Ended Increase/(Decrease)
 
Six Months Ended
Increase/(Decrease)
Base Electric Distribution:
 
 
 
Employee-related expenses, including labor and benefits
$
(22.4
)
 
$
(31.2
)
Bad debt expense
(9.5
)
 
(12.7
)
Shared corporate costs (including computer software depreciation at Eversource Service)
4.1

 
9.6

Storm restoration costs
(0.9
)
 
7.1

Boston Harbor civil action settlement charge recorded in the second quarter of 2017
4.9

 
4.9

System resiliency project costs at CL&P
0.4

 
2.6

Other operations and maintenance
3.3

 
3.9

Total Base Electric Distribution
(20.1
)
 
(15.8
)
Total Base Natural Gas Distribution:
 
 
 
Shared corporate costs (including computer software depreciation at Eversource Service)
1.1

 
2.4

Other operations and maintenance
0.4

 
2.6

Total Base Natural Gas Distribution
1.5

 
5.0

Total Tracked costs (Electric Distribution, Electric Transmission and Natural Gas Distribution)
3.3

 
12.6

Other and eliminations:
 
 
 
Eversource Parent and Other Companies
3.9

 
1.9

   Eliminations
(6.6
)
 
(11.6
)
Total Operations and Maintenance
$
(18.0
)
 
$
(7.9
)

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

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.  The deferral adjusts expense to match the corresponding revenues. Amortization of Regulatory (Liabilities)/Assets, Net, increased for the six months ended June 30, 2017 as compared to the same period in 2016, 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 CL&P, NSTAR Electric, PSNH and WMECO, which are the primary drivers in amortization, are recovered from customers in rates and have no impact on earnings.  

Interest Expense increased for the three and six months ended June 30, 2017, as compared to the same periods in 2016, due primarily to higher interest on long-term debt ($5.2 million and $10.1 million, respectively) as a result of new debt issuances and higher interest on short-term debt ($1.4 million and $2.3 million, respectively).

Other Income, Net increased for the three and six months ended June 30, 2017, as compared to the same periods in 2016, due primarily to an increase in second quarter equity in earnings recorded in our equity method investments ($15.6 million and $20.2 million, respectively), primarily related to Eversource's investment in a renewable energy fund, higher AFUDC related to equity funds ($1.2 million and $3.8 million, respectively), and market value changes related to the deferred compensation plans ($0.3 million and $2.2 million, respectively).


46



Income Tax Expense increased for the three months ended June 30, 2017, as compared to the same period in 2016, due primarily to higher pre-tax earnings ($13.6 million) and higher state taxes ($1.0 million), partially offset by items that impact our tax rate as a result of regulatory treatment (flow-through items) and permanent differences ($2.8 million).

Income Tax Expense increased for the six months ended June 30, 2017, as compared to the same period in 2016, due primarily to higher pre-tax earnings ($23.0 million), the absence of tax credits in 2017 ($1.6 million), and higher state taxes ($1.4 million), partially offset by items that impact our tax rate as a result of flow-through items and permanent differences ($2.6 million).

47



RESULTS OF OPERATIONS – THE CONNECTICUT LIGHT AND POWER COMPANY

The following provides the amounts and variances in operating revenues and expense line items in the statements of income for CL&P for the three and six months ended June 30, 2017 and 2016 included in this combined Quarterly Report on Form 10-Q:  
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
(Millions of Dollars)
2017
 
2016
 
Increase/
(Decrease)
 
Percent
 
2017
 
2016
 
Increase/
(Decrease)
 
Percent
Operating Revenues
$
666.6

 
$
679.8

 
$
(13.2
)
 
(1.9
)%
 
$
1,398.9

 
$
1,415.1

 
$
(16.2
)
 
(1.1
)%
Operating Expenses:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Purchased Power and Transmission
207.2

 
234.5

 
(27.3
)
 
(11.6
)
 
452.1

 
507.1

 
(55.0
)
 
(10.8
)
Operations and Maintenance
108.5

 
122.5

 
(14.0
)
 
(11.4
)
 
236.7

 
233.4

 
3.3

 
1.4

Depreciation
60.8

 
57.5

 
3.3

 
5.7

 
120.6

 
114.5

 
6.1

 
5.3

Amortization of Regulatory Assets/(Liabilities), Net
11.4

 
(2.9
)
 
14.3

 
(a)

 
24.2

 
6.9

 
17.3

 
(a)

Energy Efficiency Programs
32.2

 
35.5

 
(3.3
)
 
(9.3
)
 
68.8

 
73.6

 
(4.8
)
 
(6.5
)
Taxes Other Than Income Taxes
70.5

 
70.6

 
(0.1
)
 
(0.1
)
 
144.4

 
146.0

 
(1.6
)
 
(1.1
)
Total Operating Expenses
490.6

 
517.7

 
(27.1
)
 
(5.2
)
 
1,046.8

 
1,081.5

 
(34.7
)
 
(3.2
)
Operating Income
176.0

 
162.1

 
13.9

 
8.6

 
352.1

 
333.6

 
18.5

 
5.5

Interest Expense
35.3

 
36.0

 
(0.7
)
 
(1.9
)
 
70.3

 
72.5

 
(2.2
)
 
(3.0
)
Other Income, Net
3.8

 
6.3

 
(2.5
)
 
(39.7
)
 
6.6

 
7.2

 
(0.6
)
 
(8.3
)
Income Before Income Tax Expense
144.5

 
132.4

 
12.1

 
9.1

 
288.4

 
268.3

 
20.1

 
7.5

Income Tax Expense
53.2

 
49.5

 
3.7

 
7.5

 
106.9

 
98.4

 
8.5

 
8.6

Net Income
$
91.3

 
$
82.9

 
$
8.4

 
10.1
 %
 
$
181.5

 
$
169.9

 
$
11.6

 
6.8
 %

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

Operating Revenues
CL&P's retail sales volumes were as follows:
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2017
 
2016
 
Decrease
 
Percent
 
2017
 
2016
 
Decrease
 
Percent
Retail Sales Volumes in GWh
4,838

 
4,966

 
(128
)
 
(2.6
)%
 
10,168

 
10,316

 
(148
)
 
(1.4
)%

Three Months Ended:
CL&P's Operating Revenues, which consist of base distribution revenues and tracked revenues further described below, decreased by $13.2 million for the three months ended June 30, 2017, as compared to the same period in 2016.

Fluctuations in CL&P's sales volumes do not impact the level of base distribution revenue realized or earnings due to the PURA-approved revenue decoupling mechanism.  CL&P's revenue decoupling mechanism permits recovery of a base amount of distribution revenues ($1.059 billion 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 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, tracked revenues include certain incentives earned and carrying charges. Tracked distribution revenues decreased primarily as a result of a decrease in energy supply costs ($22.1 million) driven by decreased average retail prices. In addition, there was a $6.2 million decrease in stranded cost recovery revenue. Partially offsetting these decreases were increases in federally-mandated congestion charges ($7.7 million) and retail transmission charges ($6.3 million).

Transmission revenues increased by $2.0 million due primarily to higher revenue requirements associated with ongoing investments in our transmission infrastructure.

Six Months Ended:
CL&P's Operating Revenues decreased by $16.2 million for the six months ended June 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 ($52.1 million) driven by decreased average retail prices. In addition, there was a $10.2 million decrease in stranded cost recovery revenue. Partially offsetting these decreases was an increase in federally-mandated congestion charges ($20.2 million).

Transmission revenues increased by $20.9 million due primarily to higher revenue requirements associated with ongoing investments in our transmission infrastructure.

48




Purchased Power and Transmission expense includes costs associated with purchasing electricity on behalf of CL&P's customers.  These energy supply costs are recovered from customers in PURA-approved cost tracking mechanisms, which have no impact on earnings (tracked costs). Purchased Power and Transmission expense decreased for the three and six months ended June 30, 2017, as compared to the same periods in 2016, due primarily to the following:
(Millions of Dollars)
Three Months Ended Increase/(Decrease)
 
Six Months Ended
Increase/(Decrease)
Purchased Power Costs
$
(35.6
)
 
$
(73.9
)
Transmission Costs
8.3

 
18.9

Total Purchased Power and Transmission
$
(27.3
)
 
$
(55.0
)

Included in purchased power costs are the costs associated with CL&P's GSC and deferred energy supply costs.  The GSC recovers energy-related costs incurred as a result of providing electric generation service supply to all customers who have not migrated to third party suppliers.  The decrease in purchased power costs for the three and six months ended June 30, 2017, compared to the same periods in 2016, was due primarily to a decrease in the price of standard offer supply. The increase in transmission costs was primarily the result of an increase in Local Network Service charges, which reflect the cost of transmission service provided by Eversource over Eversource’s local transmission network. 

Depreciation expense increased for the three and six months ended June 30, 2017, as compared to the same period in 2016, due primarily to higher utility plant in service balances.  

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

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 three months ended June 30, 2017, as compared to the same period in 2016, driven by a $12.4 million decrease in non-tracked costs, which was primarily attributable to lower employee-related expenses and lower bad debt expense, as well as a $1.6 million decrease in tracked costs, which was primarily attributable to lower tracked bad debt expense, partially offset by higher transmission expenses.

Operations and Maintenance expense increased for the six months ended June 30, 2017, as compared to the same period in 2016, driven by a $6.7 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 $3.4 million, which was primarily attributable to lower employee-related expenses and lower bad debt expense, partially offset by higher storm restoration costs, higher shared corporate costs and higher system resiliency project costs.

Interest Expense decreased for the six months ended June 30, 2017, as compared to the same period in 2016, due primarily to lower interest on regulatory deferral mechanisms ($1.4 million) and an increase in AFUDC attributable to borrowed funds ($0.7 million).

Income Tax Expense increased for the three months ended June 30, 2017, as compared to the same period in 2016, due primarily to higher pre-tax earnings ($4.2 million) and higher state taxes ($1.0 million), partially offset by items that impact our tax rate as a result of regulatory treatment (flow-through items) and permanent differences ($1.5 million).

Income Tax Expense increased for the six months ended June 30, 2017, as compared to the same period in 2016, due primarily to higher pre-tax earnings ($7.0 million) and higher state taxes ($1.9 million), partially offset by items that impact our tax rate as a result of flow-through items and permanent differences ($0.4 million).

EARNINGS SUMMARY

CL&P's earnings increased $8.4 million for the three months ended June 30, 2017, as compared to the same period in 2016, due primarily to lower operations and maintenance expense and higher distribution revenues due in part to a higher rate base for the system resiliency program.  These favorable earnings impacts were partially offset by higher depreciation expense.

CL&P's earnings increased $11.6 million for the six months ended June 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 operations and maintenance expense.  These favorable earnings impacts were partially offset by higher depreciation expense.


49



LIQUIDITY

Cash totaled $5.8 million as of June 30, 2017, compared with $6.6 million as of December 31, 2016.

CL&P had cash flows provided by operating activities of $353.9 million for the six months ended June 30, 2017, as compared to $429.4 million in the same period of 2016.  The decrease in operating cash flows was due primarily to $117.1 million in lower income tax refunds received in 2017, as compared to 2016, and the timing of payments of working capital items. Partially offsetting this decrease was the favorable impact of the timing of regulatory recoveries.

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 June 30, 2017 and December 31, 2016 was 1.34 percent and 0.88 percent, respectively.  As of June 30, 2017 and December 31, 2016, there were intercompany loans from Eversource parent to CL&P of $101.1 million and $80.1 million, respectively. 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's termination date is September 4, 2021.  There were no borrowings outstanding on the revolving credit facility as of June 30, 2017 or December 31, 2016. The revolving credit facility serves to backstop Eversource parent's $1.45 billion commercial paper program.

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 $419.9 million for the six months ended June 30, 2017.



50



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 six months ended June 30, 2017 and 2016 included in this combined Quarterly Report on Form 10-Q:  
 
For the Six Months Ended June 30,
(Millions of Dollars)
2017
 
2016
 
Increase/
(Decrease)
 
Percent
Operating Revenues
$
1,187.8

 
$
1,205.5

 
$
(17.7
)
 
(1.5
)%
Operating Expenses:
 
 
 
 
 

 
 

Purchased Power and Transmission
430.4

 
473.5

 
(43.1
)
 
(9.1
)
Operations and Maintenance
173.6

 
183.7

 
(10.1
)
 
(5.5
)
Depreciation
111.4

 
104.5

 
6.9

 
6.6

Amortization of Regulatory Assets, Net
8.0

 
8.7

 
(0.7
)
 
(8.0
)
Energy Efficiency Programs
127.2

 
128.1

 
(0.9
)
 
(0.7
)
Taxes Other Than Income Taxes
62.0

 
66.7

 
(4.7
)
 
(7.0
)
Total Operating Expenses
912.6

 
965.2

 
(52.6
)
 
(5.4
)
Operating Income
275.2

 
240.3

 
34.9

 
14.5

Interest Expense
45.5

 
41.1

 
4.4

 
10.7

Other Income, Net
5.3

 
2.5

 
2.8

 
(a)

Income Before Income Tax Expense
235.0

 
201.7

 
33.3

 
16.5

Income Tax Expense
91.5

 
79.0

 
12.5

 
15.8

Net Income
$
143.5

 
$
122.7

 
$
20.8

 
17.0
 %
 

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

Operating Revenues
NSTAR Electric's retail sales volumes were as follows:
 
For the Six Months Ended June 30,
 
2017
 
2016
 
Decrease
 
Percent
Retail Sales Volumes in GWh
9,680

 
9,781

 
(101
)
 
(1.0
)%

NSTAR Electric's Operating Revenues, which consist of base distribution revenues and tracked revenues further described below, decreased by $17.7 million for the six months ended June 30, 2017, as compared to the same period in 2016.  

Base distribution revenues:  Base distribution revenues, excluding LBR, increased $3.3 million for the six months ended June 30, 2017, as compared to the same period in 2016, as a result of an increase in demand revenues driven by heat waves during the second quarter of 2017, partially offset by lower sales volumes in 2017, as compared to 2016. Operating Revenues increased $9.1 million for the six months ended June 30, 2017, as compared to the same period in 2016, as a result of higher LBR revenues. 

Tracked revenues:  Tracked revenues consist of certain costs that are recovered from customers in rates through DPU-approved cost tracking mechanisms and therefore, have no impact on earnings.  Costs recovered through cost tracking mechanisms include energy supply costs, retail transmission charges, energy efficiency program costs, net metering for distributed generation and transition cost recovery revenues.  In addition, tracked revenues include certain incentives earned and carrying charges. Tracked distribution revenues decreased primarily as a result of a decrease in energy supply costs ($35.5 million) driven by decreased average retail prices, a decrease in retail transmission charges ($23.4 million), a decrease in the pension rate adjustment mechanism ($8.3 million), and a decrease in transition cost recovery revenues ($6.7 million).  Partially offsetting these decreases were an increase in net metering revenues ($13.9 million), an increase in revenues related to renewable energy requirements ($14.7 million), and an increase in energy efficiency program revenues ($5.9 million).

Transmission revenues increased by $14.1 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 NSTAR Electric's customers. These energy supply costs are recovered from customers in DPU-approved cost tracking mechanisms, which have no impact on earnings (tracked costs).  Purchased Power and Transmission expense decreased for the six months ended June 30, 2017, as compared to the same period in 2016, due primarily to the following:  
(Millions of Dollars)
Decrease
Purchased Power Costs
$
(33.8
)
Transmission Costs
(9.3
)
Total Purchased Power and Transmission
$
(43.1
)


51



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.  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 six months ended June 30, 2017, as compared to the same period in 2016, driven by a $12.5 million decrease in non-tracked costs, which was primarily attributable to lower employee-related expenses and lower bad debt expense, partially offset by a $4.9 million charge recorded in the second quarter of 2017 related to the Boston Harbor civil action settlement and higher shared corporate costs. Tracked costs increased $2.4 million, which was primarily attributable to higher transmission expenses and higher tracked bad debt expense, partially offset by lower tracked employee-related expenses.

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

Taxes Other Than Income Taxes expense decreased for the six months ended June 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 six months ended June 30, 2017, as compared to the same period in 2016, due primarily to higher interest on long-term debt.

Other Income, Net increased for the six months ended June 30, 2017, as compared to the same period in 2016, due primarily to an increase related to officer insurance policies ($1.5 million) and market value changes related to deferred compensation plans ($1.0 million).

Income Tax Expense increased for the six months ended June 30, 2017, as compared to the same period in 2016, due primarily to higher pre-tax earnings ($11.7 million) and higher state taxes ($1.5 million), partially offset by items that impact our tax rate as a result of regulatory treatment (flow-through items) and permanent differences ($0.7 million).

EARNINGS SUMMARY

NSTAR Electric's earnings increased $20.8 million for the six months ended June 30, 2017, as compared to the same period in 2016, due primarily to lower operations and maintenance expense, higher distribution revenues as a result of higher LBR and higher demand revenues, and lower property and other tax expense. These favorable earnings impacts were partially offset by higher depreciation expense and higher interest expense.

LIQUIDITY

NSTAR Electric had cash flows provided by operating activities of $138.5 million for the six months ended June 30, 2017, as compared to $165.1 million in the same period of 2016.  The decrease in operating cash flows was due primarily to the unfavorable impact related to changes in the timing of working capital items driven primarily by the timing of accounts payable payments, a decrease in regulatory overrrecoveries due to purchased power costs in excess of collections from customers, and $7.6 million in lower income tax refunds received in 2017, as compared to 2016. Partially offsetting these decreases was a favorable impact related to the timing of collections of accounts receivable.

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 June 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 June 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's termination date is 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 June 30, 2017 or December 31, 2016.





52



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 six months ended June 30, 2017 and 2016 included in this combined Quarterly Report on Form 10-Q:  
 
For the Six Months Ended June 30,
(Millions of Dollars)
2017
 
2016
 
Increase/
(Decrease)
 
Percent
Operating Revenues
$
483.5

 
$
460.8

 
$
22.7

 
4.9
 %
Operating Expenses:
 

 
 

 
 

 
 

Purchased Power, Fuel and Transmission
122.2

 
95.9

 
26.3

 
27.4

Operations and Maintenance
127.5

 
123.0

 
4.5

 
3.7

Depreciation
63.2

 
56.9

 
6.3

 
11.1

Amortization of Regulatory (Liabilities)/Assets, Net
(13.5
)
 
0.3

 
(13.8
)
 
(a)

Energy Efficiency Programs
7.0

 
6.9

 
0.1

 
1.4

Taxes Other Than Income Taxes
44.0

 
44.0

 

 

Total Operating Expenses
350.4

 
327.0

 
23.4

 
7.2

Operating Income
133.1

 
133.8

 
(0.7
)
 
(0.5
)
Interest Expense
25.8

 
25.0

 
0.8

 
3.2

Other Income, Net
1.7

 
0.4

 
1.3

 
(a)

Income Before Income Tax Expense
109.0

 
109.2

 
(0.2
)
 
(0.2
)
Income Tax Expense
43.1

 
41.9

 
1.2

 
2.9

Net Income
$
65.9

 
$
67.3

 
$
(1.4
)
 
(2.1
)%

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

Operating Revenues
PSNH's retail sales volumes were as follows:
 
For the Six Months Ended June 30,
 
2017
 
2016
 
Decrease
 
Percent
Retail Sales Volumes in GWh
3,815

 
3,818

 
(3
)
 
(0.1
)%

PSNH's Operating Revenues, which consist of base distribution revenues and tracked revenues further described below, increased by $22.7 million for the six months ended June 30, 2017, as compared to the same period in 2016.

Base distribution revenues:  Base distribution revenues increased $4.5 million due primarily to a $1.9 million distribution rate increase effective July 1, 2016 and higher demand revenues in 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 costs and costs associated with the generation of electricity for customers, retail transmission charges, energy efficiency program costs and stranded cost recovery revenues.  In addition, tracked revenues include certain incentives earned and carrying charges. Tracked distribution revenues increased primarily as a result of an increase in retail transmission charges ($9.5 million) and an increase in both energy supply costs and wholesale generation revenues (totaling $8.4 million) for the six months ended June 30, 2017, as compared to the same period in 2016. The increase in energy supply costs was driven by increased average retail prices. Partially offsetting these increases was a decrease in revenues related to the timing of the sale of RECs ($13.9 million).

Transmission revenues increased by $11.3 million due primarily to 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 NHPUC-approved cost tracking mechanisms, which have no impact on earnings (tracked costs).  Purchased Power, Fuel and Transmission expense increased for the six months ended June 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
$
8.8

Transmission Costs
17.5

Total Purchased Power, Fuel and Transmission
$
26.3



53



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 was due primarily to higher purchased power energy expenses recovered in the Energy Service rate, and Regional Greenhouse Gas Initiative related expenses recovered in the SCRC. The increase in transmission costs was primarily the result of an increase 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 six months ended June 30, 2017, as compared to the same period in 2016, driven by a $3.7 million increase in tracked costs, which was primarily attributable to higher transmission expenses, as well as a $0.8 million increase in non-tracked costs, which was primarily attributable to higher shared corporate costs and higher storm restoration costs, partially offset by lower employee-related expenses.

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

Amortization of Regulatory (Liabilities)/Assets, Net expense includes the deferral to expense of energy supply costs and the amortization of certain costs, which are recovered from customers in rates and have no impact on earnings.  The decrease for the six months ended June 30, 2017, as compared to the same period in 2016, was due primarily to the deferral adjustment of the energy service charge.  The deferral adjusts expense to match the corresponding revenues.  

Income Tax Expense increased for the six months ended June 30, 2017, as compared to the same period in 2016, due primarily to the absence of tax credits in 2017 ($1.6 million), partially offset by items that impact our tax rate as a result of regulatory treatment (flow-through items) and permanent differences ($0.4 million).

EARNINGS SUMMARY

PSNH's earnings decreased $1.4 million for the six months ended June 30, 2017, as compared to the same period in 2016, due primarily to lower generation earnings and higher depreciation expense, partially offset by higher distribution revenues due primarily to a distribution rate increase effective July 1, 2016 and an increase in transmission earnings driven by a higher transmission rate base.

LIQUIDITY

PSNH had cash flows provided by operating activities of $142.1 million for the six months ended June 30, 2017, as compared to $204.3 million in the same period of 2016.  The decrease in operating cash flows was due primarily to income tax payments of $26.5 million made in 2017, as compared to income tax refunds of $37.3 million received in the same period of 2016. Partially offsetting this decrease was $9.8 million of lower Pension Plan contributions made in 2017, as compared to 2016, and the favorable impacts related to the timing of regulatory recoveries.




54



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 six months ended June 30, 2017 and 2016 included in this combined Quarterly Report on Form 10-Q:  
        
 
For the Six Months Ended June 30,
(Millions of Dollars)
2017
 
2016
 
Increase/
(Decrease)
 
Percent
Operating Revenues
$
250.9

 
$
244.5

 
$
6.4

 
2.6
 %
Operating Expenses:
 

 
 

 
 

 
 

Purchased Power and Transmission
74.7

 
72.2

 
2.5

 
3.5

Operations and Maintenance
44.2

 
43.9

 
0.3

 
0.7

Depreciation
24.3

 
22.9

 
1.4

 
6.1

Amortization of Regulatory (Liabilities)/Assets, Net
(0.8
)
 
2.2

 
(3.0
)
 
(a)

Energy Efficiency Programs
18.7

 
21.2

 
(2.5
)
 
(11.8
)
Taxes Other Than Income Taxes
20.7

 
19.8

 
0.9

 
4.5

Total Operating Expenses
181.8

 
182.2

 
(0.4
)
 
(0.2
)
Operating Income
69.1

 
62.3

 
6.8

 
10.9

Interest Expense
12.4

 
12.1

 
0.3

 
2.5

Other Income/(Loss), Net
0.3

 

 
0.3

 
(a)

Income Before Income Tax Expense
57.0

 
50.2

 
6.8

 
13.5

Income Tax Expense
22.2

 
20.1

 
2.1

 
10.4

Net Income
$
34.8

 
$
30.1

 
$
4.7

 
15.6
 %

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

Operating Revenues
WMECO's retail sales volumes were as follows:
 
For the Six Months Ended June 30,
 
2017
 
2016
 
Decrease
 
Percent
Retail Sales Volumes in GWh
1,673

 
1,707

 
(34
)
 
(2.0
)%

WMECO's Operating Revenues, which consist of base distribution revenues and tracked revenues further described below, increased by $6.4 million for the six months ended June 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 are recovered from customers in rates through DPU-approved cost tracking mechanisms and therefore, have no impact on earnings.  Costs recovered through cost tracking mechanisms include energy supply costs, retail transmission charges, energy efficiency program costs, low income assistance programs, and restructuring and stranded cost recovery revenues.  In addition, tracked revenues include certain incentives earned and carrying charges. Tracked revenues decreased due primarily to a decrease in energy supply costs ($9.2 million) driven by decreased average retail prices, partially offset by increases in retail transmission charges, revenues related to renewable energy requirements and net metering charges ($4.1 million, $3.0 million and $1.5 million, respectively).

Transmission revenues increased by $9.5 million due primarily to higher revenue requirements associated with ongoing investments in our transmission infrastructure.

Purchased Power and Transmission expense includes costs associated with the purchasing of energy supply on behalf of WMECO's customers. These energy supply costs are recovered from customers in DPU-approved cost tracking mechanisms, which have no impact on earnings (tracked costs).  Purchased Power and Transmission expense increased for the six months ended June 30, 2017, as compared to the same period in 2016, due primarily to the following:
(Millions of Dollars)
Increase/(Decrease)
Purchased Power Costs
$
(3.1
)
Transmission Costs
5.6

Total Purchased Power and Transmission
$
2.5



55



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 was due primarily to lower prices associated with the procurement of energy supply. The increase in transmission costs was primarily the result of an increase in Local Network Service charges, which reflect the cost of transmission service provided by Eversource over Eversource’s local transmission network.

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 six months ended June 30, 2017, as compared to the same period in 2016, driven by a $1.0 million increase in tracked costs, which was primarily attributable to higher transmission expenses, partially offset by the deferral adjustment for RECs generated and sold by the WMECO solar program, and lower tracked employee-related expenses. Non-tracked costs decreased $0.7 million, which was primarily attributable to lower employee-related expenses, partially offset by higher shared corporate costs and higher storm restoration costs.

Amortization of Regulatory (Liabilities)/Assets, Net expense decreased for the six months ended June 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.

Income Tax Expense increased for the six months ended June 30, 2017, as compared to the same period in 2016, due primarily to higher pre-tax earnings ($2.4 million) partially offset by items that impact our tax rate as a result of regulatory treatment (flow-through items) and permanent differences ($0.3 million).

EARNINGS SUMMARY

WMECO's earnings increased $4.7 million for the six months ended June 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, and higher energy efficiency incentives earned, partially offset by higher depreciation expense.

LIQUIDITY

WMECO had cash flows provided by operating activities of $77.7 million for the six months ended June 30, 2017, as compared to $95.9 million in the same period of 2016.  The decrease in operating cash flows was due primarily to a decrease of $20.6 million in income tax refunds in 2017, as compared to 2016, and changes in the timing of working capital items.


56



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 June 30, 2017, our Regulated companies did not hold collateral (letters of credit) from counterparties related to our standard service contracts.  As of June 30, 2017, Eversource had $24.4 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 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 Form 10-K.

ITEM 4.
CONTROLS AND PROCEDURES

Management, on behalf of Eversource, CL&P, NSTAR Electric, PSNH and WMECO, evaluated the design and operation of the disclosure controls and procedures as of June 30, 2017 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 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.

There have been no changes in internal controls over financial reporting for Eversource, CL&P, NSTAR Electric, PSNH and WMECO during the quarter ended June 30, 2017 that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.


57



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 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 have been no additional material legal proceedings identified and no further material changes with regard to the legal proceedings previously disclosed in our 2016 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," 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 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 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)
April 1 - April 30, 2017
99,603

$
58.97



May 1 - May 31, 2017
87,838

61.50



June 1 - June 30, 2017
99,022

62.10



Total
286,463

$
60.83





58



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)
 
 
 
 
 
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)
 
 
 
 
 
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)
 
 
 
 
*
4.1
 
A Form of 3.20% Debenture due 2027 (Exhibit 4, NSTAR Electric Company Current Report on Form 8-K filed on May 18, 2017 (Exhibit 4, File No. 001-02301)

 
 
 
 
 
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
 
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
 
 
 
 

59



 
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)
 
 
 
 
 
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


60



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
 
 
 
 
August 4, 2017
 
By:
/s/ Jay S. Buth
 
 
 
Jay S. Buth
 
 
 
Vice President, Controller and Chief Accounting Officer

 
 
 
 
 

SIGNATURE


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





 
 
THE CONNECTICUT LIGHT AND POWER COMPANY
 
 
 
 
August 4, 2017
 
By:
/s/ Jay S. Buth
 
 
 
Jay S. Buth
 
 
 
Vice President, Controller and Chief Accounting Officer

 
 
 
 
 

SIGNATURE


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





 
 
NSTAR ELECTRIC COMPANY
 
 
 
 
August 4, 2017
 
By:
/s/ Jay S. Buth
 
 
 
Jay S. Buth
 
 
 
Vice President, Controller and Chief Accounting Officer









61




SIGNATURE


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





 
 
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
 
 
 
 
August 4, 2017
 
By:
/s/ Jay S. Buth
 
 
 
Jay S. Buth
 
 
 
Vice President, Controller and Chief Accounting Officer

 
 
 
 
 

SIGNATURE


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





 
 
WESTERN MASSACHUSETTS ELECTRIC COMPANY
 
 
 
 
August 4, 2017
 
By:
/s/ Jay S. Buth
 
 
 
Jay S. Buth
 
 
 
Vice President, Controller and Chief Accounting Officer




62