Edgar Filing: EVERSOURCE ENERGY

Converted by EDGARwiz

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 March 31, 2015
	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: (413) 785-5871	04-2147929


0-00404	THE CONNECTICUT LIGHT AND POWER COMPANY (a Connecticut corporation) 107 Selden Street Berlin, Connecticut 06037-1616 Telephone: (860) 665-5000	06-0303850


1-02301	NSTAR ELECTRIC COMPANY (a Massachusetts corporation) 800 Boylston Street Boston, Massachusetts 02199 Telephone: (617) 424-2000	04-1278810


1-6392	PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE (a New Hampshire corporation) Energy Park 780 North Commercial Street Manchester, New Hampshire 03101-1134 Telephone: (603) 669-4000	02-0181050


0-7624	WESTERN MASSACHUSETTS ELECTRIC COMPANY (a Massachusetts corporation) 300 Cadwell Drive Springfield, Massachusetts 01104 Telephone: (413) 785-5871	04-1961130

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


	Yes	No

	x	¨

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, or a non-accelerated filer. See definition of "accelerated filer" and "large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):


	Large Accelerated Filer	Accelerated Filer	Non-accelerated Filer

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 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 April 30, 2015
Eversource Energy Common shares, $5.00 par value	317,647,540 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:
ES, Eversource or the Company	Eversource Energy and subsidiaries
ES parent	Eversource Energy, a public utility holding company
ES parent and other companies	ES parent and other companies is comprised of ES 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
NSTAR Gas	NSTAR Gas Company
PSNH	Public Service Company of New Hampshire
WMECO	Western Massachusetts Electric Company
Yankee Gas	Yankee Gas Services Company
ESTV	Eversource Energy Transmission Ventures, Inc., the parent company of NPT and Renewable Properties, Inc.
NPT	Northern Pass Transmission LLC
Eversource Service	Northeast Utilities Service Company (effective January 1, 2014 includes the operations of NSTAR Electric & Gas)
NSTAR Electric & Gas	NSTAR Electric & Gas Corporation, a former Eversource Energy service company (effective January 1, 2014 merged into Northeast Utilities 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 ES Regulated companies, comprised of the electric distribution and transmission businesses of CL&P, NSTAR Electric, PSNH, and WMECO, the natural gas distribution businesses of Yankee Gas and NSTAR Gas, the generation activities of PSNH and WMECO, and NPT
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:
AFUDC	Allowance For Funds Used During Construction
AOCI	Accumulated Other Comprehensive Income/(Loss)
ARO	Asset Retirement Obligation
C&LM	Conservation and Load Management
CfD	Contract for Differences
Clean Air Project	The construction of a wet flue gas desulphurization system, known as "scrubber technology," to reduce mercury emissions of the Merrimack coal-fired generation station in Bow, New Hampshire
CO₂	Carbon dioxide
CPSL	Capital Projects Scheduling List
CTA	Competitive Transition Assessment
CWIP	Construction Work in Progress
EPS	Earnings Per Share
ERISA	Employee Retirement Income Security Act of 1974
ES 2014 Form 10-K	The Eversource Energy and Subsidiaries 2014 combined Annual Report on Form 10-K as filed with the SEC
ESOP	Employee Stock Ownership Plan
ESPP	Employee Share Purchase Plan
FERC ALJ	FERC Administrative Law Judge
Fitch	Fitch Ratings
FMCC	Federally Mandated Congestion Charge
FTR	Financial Transmission Rights
GAAP	Accounting principles generally accepted in the United States of America
GSC	Generation Service Charge
GSRP	Greater Springfield Reliability Project
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
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
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
Northern Pass	The high voltage direct current transmission line project from Canada into New Hampshire
NO_x	Nitrogen oxides
PAM	Pension and PBOP Rate Adjustment Mechanism
PBOP	Postretirement Benefits Other Than Pension
PBOP Plan	Postretirement Benefits Other Than Pension Plan that provides certain retiree health care benefits, primarily medical and dental, and life insurance benefits
PCRBs	Pollution Control Revenue Bonds
Pension Plan	Single uniform noncontributory defined benefit retirement plan
PPA	Pension Protection Act
RECs	Renewable Energy Certificates
Regulatory ROE	The average cost of capital method for calculating the return on equity related to the distribution and generation business segment excluding the wholesale transmission segment
ROE	Return on Equity
RRB	Rate Reduction Bond or Rate Reduction Certificate
RSUs	Restricted share units
S&P	Standard & Poor's Financial Services LLC
SBC	Systems Benefits Charge
SCRC	Stranded Cost Recovery Charge
SERP	Supplemental Executive Retirement Plans and non-qualified defined benefit retirement plans
SIP	Simplified Incentive Plan
SO₂	Sulfur dioxide
SS	Standard service
TCAM	Transmission Cost Adjustment Mechanism
TSA	Transmission Service Agreement
UI	The United Illuminating Company

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

TABLE OF CONTENTS


	Page
PART I - FINANCIAL INFORMATION

ITEM 1 - Unaudited Condensed Consolidated Financial Statements for the Following Companies:
Eversource Energy and Subsidiaries (Unaudited)
Condensed Consolidated Balance Sheets	1
Condensed Consolidated Statements of Income	2
Condensed Consolidated Statements of Comprehensive Income	2
Condensed Consolidated Statements of Cash Flows	3

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

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

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

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

Combined Notes to Condensed Consolidated Financial Statements (Unaudited)	16


ITEM 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations for the Following Companies:
Eversource Energy and Subsidiaries	30
The Connecticut Light and Power Company	42
NSTAR Electric Company and Subsidiary	44
Public Service Company of New Hampshire and Subsidiary	46
Western Massachusetts Electric Company	48

ITEM 3 – Quantitative and Qualitative Disclosures About Market Risk	50

ITEM 4 – Controls and Procedures	50

PART II – OTHER INFORMATION

ITEM 1 – Legal Proceedings	51

ITEM 1A – Risk Factors	51

ITEM 2 – Unregistered Sales of Equity Securities and Use of Proceeds	51

ITEM 6 – Exhibits	52

SIGNATURES	54

iii


EVERSOURCE ENERGY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)


			March 31,		December 31,
(Thousands of Dollars)			2015		2014

ASSETS

Current Assets:
		Cash and Cash Equivalents	$	71,027	$	38,703
		Receivables, Net		1,131,434		856,346
		Unbilled Revenues		229,760		211,758
		Taxes Receivable		99,680		337,307
		Fuel, Materials and Supplies		281,492		349,664
		Regulatory Assets		747,349		672,493
		Prepayments and Other Current Assets		231,949		226,194
Total Current Assets				2,792,691		2,692,465

Property, Plant and Equipment, Net				18,810,708		18,647,041

Deferred Debits and Other Assets:
		Regulatory Assets		3,981,507		4,054,086
		Goodwill		3,519,401		3,519,401
		Marketable Securities		518,065		515,025
		Other Long-Term Assets		329,393		349,957
Total Deferred Debits and Other Assets				8,348,366		8,438,469

Total Assets			$	29,951,765	$	29,777,975

LIABILITIES AND CAPITALIZATION

Current Liabilities:
	Notes Payable		$	1,003,500	$	956,825
	Long-Term Debt - Current Portion			245,583		245,583
	Accounts Payable			739,324		868,231
	Obligations to Third Party Suppliers			157,143		115,632
	Regulatory Liabilities			201,180		235,022
	Accumulated Deferred Income Taxes			218,582		160,288
	Other Current Liabilities			546,470		552,800
Total Current Liabilities				3,111,782		3,134,381

Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			4,574,630		4,467,473
	Regulatory Liabilities			524,940		515,144
	Derivative Liabilities			396,617		409,632
	Accrued Pension, SERP and PBOP			1,605,339		1,638,558
	Other Long-Term Liabilities			870,417		874,387
Total Deferred Credits and Other Liabilities				7,971,943		7,905,194

Capitalization:
	Long-Term Debt			8,602,067		8,606,017

	Noncontrolling Interest - Preferred Stock of Subsidiaries			155,568		155,568

	Equity:
	Common Shareholders' Equity:
		Common Shares		1,668,039		1,666,796
		Capital Surplus, Paid In		6,241,417		6,235,834
		Retained Earnings		2,569,482		2,448,661
		Accumulated Other Comprehensive Loss		(72,414)		(74,009)
		Treasury Stock		(296,119)		(300,467)
	Common Shareholders' Equity			10,110,405		9,976,815
Total Capitalization				18,868,040		18,738,400

Total Liabilities and Capitalization			$	29,951,765	$	29,777,975

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


EVERSOURCE ENERGY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)


				For the Three Months Ended March 31,
(Thousands of Dollars, Except Share Information)				2015		2014

Operating Revenues				$	2,513,431	$	2,290,590

Operating Expenses:
	Purchased Power, Fuel and Transmission				1,162,049		978,150
	Operations and Maintenance				333,382		351,688
	Depreciation				163,837		150,807
	Amortization of Regulatory Assets, Net				60,604		57,898
	Energy Efficiency Programs				146,603		138,825
	Taxes Other Than Income Taxes				149,481		145,533
			Total Operating Expenses		2,015,956		1,822,901
Operating Income					497,475		467,689

Interest Expense:
	Interest on Long-Term Debt				87,714		87,377
	Other Interest				7,129		2,598
		Interest Expense			94,843		89,975
Other Income, Net					5,727		1,667
Income Before Income Tax Expense					408,359		379,381
Income Tax Expense					153,226		141,545
Net Income					255,133		237,836
Net Income Attributable to Noncontrolling Interests					1,879		1,879
Net Income Attributable to Controlling Interest				$	253,254	$	235,957

Basic Earnings Per Common Share				$	0.80	$	0.75

Diluted Earnings Per Common Share				$	0.80	$	0.74

Dividends Declared Per Common Share				$	0.42	$	0.39

Weighted Average Common Shares Outstanding:
	Basic				317,090,841		315,534,512
	Diluted				318,491,188		316,892,119


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




CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

Net Income				$	255,133	$	237,836
Other Comprehensive Income, Net of Tax:
	Qualified Cash Flow Hedging Instruments				509		509
	Changes in Unrealized Gains on Other Securities				132		240
	Changes in Funded Status of Pension, SERP and PBOP Benefit Plans				954		961
Other Comprehensive Income, Net of Tax					1,595		1,710
Comprehensive Income Attributable to Noncontrolling Interests					(1,879)		(1,879)
Comprehensive Income Attributable to Controlling Interest				$	254,849	$	237,667


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


EVERSOURCE ENERGY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)



			For the Three Months Ended March 31,
(Thousands of Dollars)			2015		2014

Operating Activities:
	Net Income		$	255,133	$	237,836
	Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
		Depreciation		163,837		150,807
		Deferred Income Taxes		148,193		137,417
		Pension, SERP and PBOP Expense		26,495		24,995
		Pension and PBOP Contributions		(26,659)		(6,622)
		Regulatory Over/(Under) Recoveries, Net		(110,748)		872
		Amortization of Regulatory Assets, Net		60,604		57,898
		Proceeds from DOE Damages Claim, Net		-		163,300
		Deferral of DOE Proceeds		-		(163,300)
		Other		(21,617)		(7,574)
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		(328,299)		(182,221)
		Fuel, Materials and Supplies		68,172		75,041
		Taxes Receivable/Accrued, Net		272,021		(59,840)
		Accounts Payable		(59,496)		53,905
		Other Current Assets and Liabilities, Net		34,179		11,282
Net Cash Flows Provided by Operating Activities				481,815		493,796

Investing Activities:
	Investments in Property, Plant and Equipment			(362,586)		(348,691)
	Proceeds from Sales of Marketable Securities			114,730		128,505
	Purchases of Marketable Securities			(116,735)		(132,605)
	Other Investing Activities			66		1,637
Net Cash Flows Used in Investing Activities				(364,525)		(351,154)

Financing Activities:
	Cash Dividends on Common Shares			(132,433)		(118,460)
	Cash Dividends on Preferred Stock			(1,879)		(1,879)
	Decrease in Notes Payable			(399,575)		(299,500)
	Issuance of Long-Term Debt			450,000		400,000
	Retirements of Long-Term Debt			-		(75,000)
	Other Financing Activities			(1,079)		(2,017)
Net Cash Flows Used in Financing Activities				(84,966)		(96,856)
Net Increase in Cash and Cash Equivalents				32,324		45,786
Cash and Cash Equivalents - Beginning of Period				38,703		43,364
Cash and Cash Equivalents - End of Period			$	71,027	$	89,150

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


THE CONNECTICUT LIGHT AND POWER COMPANY
CONDENSED BALANCE SHEETS
(Unaudited)


			March 31,		December 31,
(Thousands of Dollars)			2015		2014

ASSETS

Current Assets:
		Cash	$	16,818	$	2,356
		Receivables, Net		449,506		355,140
		Accounts Receivable from Affiliated Companies		27,618		16,757
		Unbilled Revenues		113,498		102,137
		Taxes Receivable		-		116,148
		Regulatory Assets		209,628		220,344
		Materials and Supplies		48,135		46,664
		Prepayments and Other Current Assets		51,074		37,822
Total Current Assets				916,277		897,368

Property, Plant and Equipment, Net				6,874,891		6,809,664

Deferred Debits and Other Assets:
		Regulatory Assets		1,454,150		1,475,508
		Other Long-Term Assets		171,085		177,568
Total Deferred Debits and Other Assets				1,625,235		1,653,076

Total Assets			$	9,416,403	$	9,360,108

LIABILITIES AND CAPITALIZATION

Current Liabilities:
	Notes Payable to ES Parent		$	190,100	$	133,400
	Long-Term Debt - Current Portion			162,000		162,000
	Accounts Payable			230,175		272,971
	Accounts Payable to Affiliated Companies			67,063		65,594
	Obligations to Third Party Suppliers			81,820		73,624
	Regulatory Liabilities			84,127		124,722
	Derivative Liabilities			88,218		88,459
	Other Current Liabilities			207,843		153,420
Total Current Liabilities				1,111,346		1,074,190

Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			1,652,415		1,642,805
	Regulatory Liabilities			82,110		81,298
	Derivative Liabilities			395,038		406,199
	Accrued Pension, SERP and PBOP			272,292		273,854
	Other Long-Term Liabilities			150,396		148,844
Total Deferred Credits and Other Liabilities				2,552,251		2,553,000

Capitalization:
	Long-Term Debt			2,680,123		2,679,951

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

	Common Stockholder's Equity:
		Common Stock		60,352		60,352
		Capital Surplus, Paid In		1,805,626		1,804,869
		Retained Earnings		1,091,321		1,072,477
		Accumulated Other Comprehensive Loss		(816)		(931)
	Common Stockholder's Equity			2,956,483		2,936,767
Total Capitalization				5,752,806		5,732,918

Total Liabilities and Capitalization			$	9,416,403	$	9,360,108

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


THE CONNECTICUT LIGHT AND POWER COMPANY
CONDENSED STATEMENTS OF INCOME
(Unaudited)


			For the Three Months Ended March 31,
(Thousands of Dollars)			2015		2014

Operating Revenues			$	804,917	$	734,614

Operating Expenses:
	Purchased Power and Transmission			333,619		281,381
	Operations and Maintenance			117,357		109,514
	Depreciation			52,902		46,130
	Amortization of Regulatory Assets, Net			48,306		29,931
	Energy Efficiency Programs			42,807		42,694
	Taxes Other Than Income Taxes			68,080		66,953
		Total Operating Expenses		663,071		576,603
Operating Income				141,846		158,011

Interest Expense:
	Interest on Long-Term Debt			33,482		32,908
	Other Interest			3,142		1,335
		Interest Expense		36,624		34,243
Other Income, Net				2,159		1,072
Income Before Income Tax Expense				107,381		124,840
Income Tax Expense				38,147		45,541
Net Income			$	69,234	$	79,299



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





CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

Net Income			$	69,234	$	79,299
Other Comprehensive Income, Net of Tax:
	Qualified Cash Flow Hedging Instruments			111		111
	Changes in Unrealized Gains on Other Securities			4		8
Other Comprehensive Income, Net of Tax				115		119
Comprehensive Income			$	69,349	$	79,418



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


THE CONNECTICUT LIGHT AND POWER COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)


			For the Three Months Ended March 31,
(Thousands of Dollars)			2015		2014

Operating Activities:
	Net Income		$	69,234	$	79,299
	Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
		Depreciation		52,902		46,130
		Deferred Income Taxes		19,340		59,334
		Pension, SERP and PBOP Expense, Net of PBOP Contributions		3,883		4,086
		Regulatory Underrecoveries, Net		(67,393)		(40,399)
		Amortization of Regulatory Assets, Net		48,306		29,931
		Other		2,322		4,536
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		(124,969)		(82,833)
		Taxes Receivable/Accrued, Net		158,163		7,015
		Accounts Payable		(20,194)		(2,872)
		Other Current Assets and Liabilities, Net		(7,727)		(8,730)
Net Cash Flows Provided by Operating Activities				133,867		95,497

Investing Activities:
	Investments in Property, Plant and Equipment			(127,631)		(107,993)
	Other Investing Activities			1,981		1,027
Net Cash Flows Used in Investing Activities				(125,650)		(106,966)

Financing Activities:
	Cash Dividends on Common Stock			(49,000)		(42,800)
	Cash Dividends on Preferred Stock			(1,390)		(1,390)
	Increase in Notes Payable to ES Parent			56,700		64,300
	Other Financing Activities			(65)		(203)
Net Cash Flows Provided by Financing Activities				6,245		19,907
Net Increase in Cash				14,462		8,438
Cash - Beginning of Period				2,356		7,237
Cash - End of Period			$	16,818	$	15,675

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


NSTAR ELECTRIC COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)


			March 31,		December 31,
(Thousands of Dollars)			2015		2014

ASSETS

Current Assets:
		Cash and Cash Equivalents	$	17,897	$	12,773
		Receivables, Net		317,410		234,481
		Accounts Receivable from Affiliated Companies		8,372		40,353
		Unbilled Revenues		29,228		29,741
		Taxes Receivable		63,652		144,601
		Materials and Supplies		87,683		74,179
		Regulatory Assets		309,547		198,710
		Prepayments and Other Current Assets		7,885		10,815
Total Current Assets				841,674		745,653

Property, Plant and Equipment, Net				5,364,311		5,335,436

Deferred Debits and Other Assets:
		Regulatory Assets		1,178,738		1,179,100
		Other Long-Term Assets		55,839		73,051
Total Deferred Debits and Other Assets				1,234,577		1,252,151

Total Assets			$	7,440,562	$	7,333,240

LIABILITIES AND CAPITALIZATION

Current Liabilities:
	Notes Payable		$	215,500	$	302,000
	Long-Term Debt - Current Portion			4,700		4,700
	Accounts Payable			233,852		217,311
	Accounts Payable to Affiliated Companies			127,904		63,517
	Obligations to Third Party Suppliers			63,336		34,824
	Renewable Portfolio Standards Compliance Obligations			55,853		35,698
	Accumulated Deferred Income Taxes			111,288		55,136
	Regulatory Liabilities			24,605		49,611
	Other Current Liabilities			116,128		115,991
Total Current Liabilities				953,166		878,788

Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			1,530,972		1,527,667
	Regulatory Liabilities			268,122		262,738
	Accrued Pension, SERP and PBOP			228,411		235,529
	Other Long-Term Liabilities			126,006		129,279
Total Deferred Credits and Other Liabilities				2,153,511		2,155,213

Capitalization:
	Long-Term Debt			1,792,717		1,792,712

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

	Common Stockholder's Equity:
		Common Stock		-		-
		Capital Surplus, Paid In		995,378		994,130
		Retained Earnings		1,502,528		1,468,955
		Accumulated Other Comprehensive Income		262		442
	Common Stockholder's Equity			2,498,168		2,463,527
Total Capitalization				4,333,885		4,299,239

Total Liabilities and Capitalization			$	7,440,562	$	7,333,240

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


NSTAR ELECTRIC COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)


			For the Three Months Ended March 31,
(Thousands of Dollars)			2015		2014

Operating Revenues			$	766,808	$	666,188

Operating Expenses:
	Purchased Power and Transmission			401,867		319,082
	Operations and Maintenance			75,824		85,924
	Depreciation			48,768		46,626
	Amortization of Regulatory Assets/(Liabilities), Net			(5,565)		15,664
	Energy Efficiency Programs			55,417		48,329
	Taxes Other Than Income Taxes			30,962		32,151
		Total Operating Expenses		607,273		547,776
Operating Income				159,535		118,412

Interest Expense:
	Interest on Long-Term Debt			18,645		20,756
	Other Interest			1,801		304
		Interest Expense		20,446		21,060
Other Income/(Loss), Net				602		(31)
Income Before Income Tax Expense				139,691		97,321
Income Tax Expense				56,130		39,234
Net Income			$	83,561	$	58,087



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





CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

Net Income			$	83,561	$	58,087
Other Comprehensive Income/(Loss), Net of Tax:
	Changes in Funded Status of SERP Benefit Plan			(180)		-
Other Comprehensive Income/(Loss), Net of Tax				(180)		-
Comprehensive Income			$	83,381	$	58,087



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


NSTAR ELECTRIC COMPANY AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


			For the Three Months Ended March 31,
(Thousands of Dollars)			2015		2014

Operating Activities:
	Net Income		$	83,561	$	58,087
	Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
		Depreciation		48,768		46,626
		Deferred Income Taxes		41,297		1,585
		Pension, SERP and PBOP Expense, Net of Contributions		1,164		(4,908)
		Regulatory Over/(Under) Recoveries, Net		(103,142)		6,423
		Amortization of Regulatory Assets/(Liabilities), Net		(5,565)		15,664
		Bad Debt Expense		8,049		6,096
		Other		(21,885)		(15,538)
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		(90,465)		(14,348)
		Materials and Supplies		(13,504)		(3,606)
		Taxes Receivable/Accrued, Net		96,319		21,504
		Accounts Payable		29,210		86,309
		Accounts Receivable from/Payable to Affiliates, Net		96,368		(43,654)
		Other Current Assets and Liabilities, Net		51,157		31,112
Net Cash Flows Provided by Operating Activities				221,332		191,352

Investing Activities:
	Investments in Property, Plant and Equipment			(79,776)		(94,957)
	Other Investing Activities			53		(489)
Net Cash Flows Used in Investing Activities				(79,723)		(95,446)

Financing Activities:
	Cash Dividends on Common Stock			(49,500)		(253,000)
	Cash Dividends on Preferred Stock			(490)		(490)
	Decrease in Notes Payable			(86,500)		(103,500)
	Issuance of Long-Term Debt			-		300,000
	Other Financing Activities			5		(4,902)
Net Cash Flows Used in Financing Activities				(136,485)		(61,892)
Net Increase in Cash and Cash Equivalents				5,124		34,014
Cash and Cash Equivalents - Beginning of Period				12,773		8,021
Cash and Cash Equivalents - End of Period			$	17,897	$	42,035



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


PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)


			March 31,		December 31,
(Thousands of Dollars)			2015		2014

ASSETS

Current Assets:
		Cash	$	5,149	$	489
		Receivables, Net		99,748		80,151
		Accounts Receivable from Affiliated Companies		9,917		3,194
		Unbilled Revenues		43,359		40,181
		Taxes Receivable		31,147		14,571
		Fuel, Materials and Supplies		113,566		148,139
		Regulatory Assets		99,994		111,705
		Prepayments and Other Current Assets		13,520		27,821
Total Current Assets				416,400		426,251

Property, Plant and Equipment, Net				2,666,312		2,635,844

Deferred Debits and Other Assets:
		Regulatory Assets		287,203		293,115
		Other Long-Term Assets		33,517		39,228
Total Deferred Debits and Other Assets				320,720		332,343

Total Assets			$	3,403,432	$	3,394,438

LIABILITIES AND CAPITALIZATION

Current Liabilities:
	Notes Payable to ES Parent		$	82,000	$	90,500
	Accounts Payable			62,513		93,349
	Accounts Payable to Affiliated Companies			42,670		33,734
	Regulatory Liabilities			16,102		16,044
	Accumulated Deferred Income Taxes			34,217		36,164
	Other Current Liabilities			39,777		38,969
Total Current Liabilities				277,279		308,760

Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			627,450		587,292
	Regulatory Liabilities			51,897		51,372
	Accrued Pension, SERP and PBOP			91,847		93,243
	Other Long-Term Liabilities			45,088		50,155
Total Deferred Credits and Other Liabilities				816,282		782,062

Capitalization:
	Long-Term Debt			1,076,303		1,076,286

	Common Stockholder's Equity:
		Common Stock		-		-
		Capital Surplus, Paid In		748,634		748,240
		Retained Earnings		492,004		486,459
		Accumulated Other Comprehensive Loss		(7,070)		(7,369)
	Common Stockholder's Equity			1,233,568		1,227,330
Total Capitalization				2,309,871		2,303,616

Total Liabilities and Capitalization			$	3,403,432	$	3,394,438

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


PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)


			For the Three Months Ended March 31,
(Thousands of Dollars)			2015		2014

Operating Revenues			$	284,847	$	299,833

Operating Expenses:
	Purchased Power, Fuel and Transmission			99,579		115,246
	Operations and Maintenance			58,428		62,212
	Depreciation			25,646		24,215
	Amortization of Regulatory Assets, Net			15,132		12,562
	Energy Efficiency Programs			3,772		3,839
	Taxes Other Than Income Taxes			19,079		17,715
		Total Operating Expenses		221,636		235,789
Operating Income				63,211		64,044

Interest Expense:
	Interest on Long-Term Debt			11,399		11,526
	Other Interest			(127)		445
		Interest Expense		11,272		11,971
Other Income, Net				382		265
Income Before Income Tax Expense				52,321		52,338
Income Tax Expense				20,276		19,700
Net Income			$	32,045	$	32,638



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





CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

Net Income			$	32,045	$	32,638
Other Comprehensive Income, Net of Tax:
	Qualified Cash Flow Hedging Instruments			291		290
	Changes in Unrealized Gains on Other Securities			8		14
Other Comprehensive Income, Net of Tax				299		304
Comprehensive Income			$	32,344	$	32,942



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


PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


			For the Three Months Ended March 31,
(Thousands of Dollars)			2015		2014

Operating Activities:
	Net Income		$	32,045	$	32,638
	Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
		Depreciation		25,646		24,215
		Deferred Income Taxes		38,767		33,667
		Regulatory Over/(Under) Recoveries, Net		(288)		6,827
		Amortization of Regulatory Assets, Net		15,132		12,562
		Other		2,999		4,660
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		(31,556)		(14,268)
		Fuel, Materials and Supplies		34,572		34,326
		Taxes Receivable/Accrued, Net		(16,576)		(30,254)
		Accounts Payable		(4,285)		3,403
		Other Current Assets and Liabilities, Net		17,468		21,505
Net Cash Flows Provided by Operating Activities				113,924		129,281

Investing Activities:
	Investments in Property, Plant and Equipment			(71,905)		(61,864)
	Other Investing Activities			(2,277)		(76)
Net Cash Flows Used in Investing Activities				(74,182)		(61,940)

Financing Activities:
	Cash Dividends on Common Stock			(26,500)		(16,500)
	Decrease in Notes Payable to ES Parent			(8,500)		(46,600)
	Other Financing Activities			(82)		(87)
Net Cash Flows Used in Financing Activities				(35,082)		(63,187)
Net Increase in Cash				4,660		4,154
Cash - Beginning of Period				489		130
Cash - End of Period			$	5,149	$	4,284



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


WESTERN MASSACHUSETTS ELECTRIC COMPANY
CONDENSED BALANCE SHEETS
(Unaudited)


			March 31,		December 31,
(Thousands of Dollars)			2015		2014

ASSETS

Current Assets:
		Cash	$	2,045	$	-
		Receivables, Net		72,366		51,066
		Accounts Receivable from Affiliated Companies		8,726		7,851
		Unbilled Revenues		18,186		15,146
		Taxes Receivable		18,062		18,126
		Regulatory Assets		66,706		51,923
		Marketable Securities		33,183		28,658
		Prepayments and Other Current Assets		6,431		7,607
Total Current Assets				225,705		180,377

Property, Plant and Equipment, Net				1,483,895		1,461,321

Deferred Debits and Other Assets:
		Regulatory Assets		137,894		146,307
		Marketable Securities		25,027		29,452
		Other Long-Term Assets		22,726		22,018
Total Deferred Debits and Other Assets				185,647		197,777

Total Assets			$	1,895,247	$	1,839,475

LIABILITIES AND CAPITALIZATION

Current Liabilities:
	Notes Payable to ES Parent		$	70,500	$	21,400
	Long-Term Debt - Current Portion			50,000		50,000
	Accounts Payable			40,665		53,732
	Accounts Payable to Affiliated Companies			21,634		14,328
	Regulatory Liabilities			22,289		22,486
	Accumulated Deferred Income Taxes			24,607		18,089
	Other Current Liabilities			22,958		24,080
Total Current Liabilities				252,653		204,115

Deferred Credits and Other Liabilities:
	Accumulated Deferred Income Taxes			419,043		416,822
	Regulatory Liabilities			12,673		10,835
	Accrued Pension, SERP and PBOP			16,505		17,705
	Other Long-Term Liabilities			34,182		33,747
Total Deferred Credits and Other Liabilities				482,403		479,109

Capitalization:
	Long-Term Debt			578,239		578,471

	Common Stockholder's Equity:
		Common Stock		10,866		10,866
		Capital Surplus, Paid In		391,398		391,256
		Retained Earnings		182,778		178,834
		Accumulated Other Comprehensive Loss		(3,090)		(3,176)
	Common Stockholder's Equity			581,952		577,780
Total Capitalization				1,160,191		1,156,251

Total Liabilities and Capitalization			$	1,895,247	$	1,839,475

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


WESTERN MASSACHUSETTS ELECTRIC COMPANY
CONDENSED STATEMENTS OF INCOME
(Unaudited)


			For the Three Months Ended March 31,
(Thousands of Dollars)			2015		2014

Operating Revenues			$	152,864	$	137,409

Operating Expenses:
	Purchased Power and Transmission			69,661		49,431
	Operations and Maintenance			19,784		22,579
	Depreciation			10,375		10,321
	Amortization of Regulatory Assets, Net			3,927		399
	Energy Efficiency Programs			11,075		11,865
	Taxes Other Than Income Taxes			9,437		8,082
		Total Operating Expenses		124,259		102,677
Operating Income				28,605		34,732

Interest Expense:
	Interest on Long-Term Debt			6,045		6,062
	Other Interest			778		(416)
		Interest Expense		6,823		5,646
Other Income, Net				575		574
Income Before Income Tax Expense				22,357		29,660
Income Tax Expense				9,113		11,558
Net Income			$	13,244	$	18,102



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





CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

Net Income			$	13,244	$	18,102
Other Comprehensive Income, Net of Tax:
	Qualified Cash Flow Hedging Instruments			85		85
	Changes in Unrealized Gains on Other Securities			1		2
Other Comprehensive Income, Net of Tax				86		87
Comprehensive Income			$	13,330	$	18,189



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


WESTERN MASSACHUSETTS ELECTRIC COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)


			For the Three Months Ended March 31,
(Thousands of Dollars)			2015		2014

Operating Activities:
	Net Income		$	13,244	$	18,102
	Adjustments to Reconcile Net Income to Net Cash Flows Provided by/(Used in) Operating Activities:
		Depreciation		10,375		10,321
		Deferred Income Taxes		12,759		14,688
		Regulatory Over/(Under) Recoveries, Net		(14,442)		5,780
		Amortization of Regulatory Assets, Net		3,927		399
		Other		(1,197)		(1,351)
	Changes in Current Assets and Liabilities:
		Receivables and Unbilled Revenues, Net		(26,298)		34,905
		Taxes Receivable/Accrued, Net		64		(17,126)
		Accounts Payable		85		(10,516)
		Other Current Assets and Liabilities, Net		65		(8,869)
Net Cash Flows Provided by/(Used in) Operating Activities				(1,418)		46,333

Investing Activities:
	Investments in Property, Plant and Equipment			(35,899)		(30,347)
	Proceeds from Sales of Marketable Securities			23,249		34,656
	Purchases of Marketable Securities			(23,442)		(34,804)
Net Cash Flows Used in Investing Activities				(36,092)		(30,495)

Financing Activities:
	Cash Dividends on Common Stock			(9,300)		(49,000)
	Increase in Notes Payable to ES Parent			49,100		37,400
	Other Financing Activities			(245)		(11)
Net Cash Flows Provided by/(Used in) Financing Activities				39,555		(11,611)
Net Increase in Cash				2,045		4,227
Cash - Beginning of Period				-		-
Cash - End of Period			$	2,045	$	4,227


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

EVERSOURCE ENERGY AND SUBSIDIARIES

THE CONNECTICUT LIGHT AND POWER COMPANY

NSTAR ELECTRIC COMPANY AND SUBSIDIARY

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY

WESTERN MASSACHUSETTS ELECTRIC COMPANY

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 3.6 million electric and natural gas customers through these six regulated utilities in Connecticut, Massachusetts and New Hampshire.

On April 29, 2015, the Company's name was changed from Northeast Utilities to Eversource Energy. CL&P, NSTAR Electric, PSNH and WMECO operate under the brand Eversource Energy.

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 entirety of this combined Quarterly Report on Form 10-Q and the 2014 combined Annual Report on Form 10-K of Eversource, CL&P, NSTAR Electric, PSNH and WMECO, 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 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 March 31, 2015 and December 31, 2014, and the results of operations, comprehensive income and cash flows for the three months ended March 31, 2015 and 2014. The results of operations, comprehensive income and cash flows for the three months ended March 31, 2015 and 2014 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) and transmission businesses and NPT 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.

Accounting Standards

Accounting Standards Issued but not Yet Adopted: In May 2014, the Financial Accounting Standards Board (FASB) issued ASU 2014-09, Revenue from Contracts with Customers, effective January 1, 2017, which amends existing revenue recognition guidance and is required to be applied retrospectively (either to each reporting period presented or cumulatively at the date of initial application). In April 2015, the FASB decided to propose a one-year deferral of the effective date of the ASU. Management is reviewing the requirements of the ASU. The ASU is not expected to have a material impact on the financial statements of Eversource, CL&P, NSTAR Electric, PSNH and WMECO.

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 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 90 days. The DPU allows WMECO to also

recover in rates amounts associated with certain uncollectible hardship accounts receivable. Uncollectible customer account balances, which are expected to be recovered in rates, are included in Regulatory Assets or Other Long-Term Assets.

The total provision for uncollectible accounts and for uncollectible hardship accounts, which is included in the total provision, are included in Receivables, Net on the balance sheets, and were as follows:


	Total Provision for Uncollectible Accounts				Uncollectible Hardship
(Millions of Dollars)	As of March 31, 2015		As of December 31, 2014		As of March 31, 2015		As of December 31, 2014
ES	$	187.4	$	175.3	$	92.3	$	91.5
CL&P		86.6		84.3		74.5		74.0
NSTAR Electric		43.8		40.7		-		-
PSNH		8.1		7.7		-		-
WMECO		10.7		9.9		6.5		6.2

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 and nonrecurring fair value measurements of nonfinancial assets such as goodwill and AROs, and is also used to estimate the fair value of preferred stock and long-term debt.

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

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

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

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

Determination of Fair Value: The valuation techniques and inputs used in Eversource's fair value measurements are described in Note 4, "Derivative Instruments," Note 5, "Marketable Securities," and Note 9, "Fair Value of Financial Instruments," to the financial statements.

Other Income, Net

Items included within Other Income, Net on the statements of income primarily consist of investment income/(loss), interest income, AFUDC related to equity funds, and equity in earnings. Investment income/(loss) primarily relates to debt and equity securities held in trust. For further information, see Note 5, "Marketable Securities," to the financial statements.

Other Taxes

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


	For the Three Months Ended
(Millions of Dollars)	March 31, 2015		March 31, 2014
ES	$	41.9	$	44.4
CL&P		33.0		35.6

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


G.	Supplemental Cash Flow Information
Non-cash investing activities include plant additions included in Accounts Payable as follows:

(Millions of Dollars)		As of March 31, 2015		As of March 31, 2014
ES		$	110.4	$	108.5
CL&P			42.3		36.2
NSTAR Electric			21.9		28.0
PSNH			21.7		14.4
WMECO			8.3		14.4

Severance Benefits

For the three months ended March 31, 2015 and 2014, Eversource recorded severance benefit expense of $0.4 million and $4.3 million, respectively, in connection with ongoing post-merger integration and, in 2014, the partial outsourcing of information technology functions. As of March 31, 2015 and December 31, 2014, the severance accrual totaled $9 million and $10.4 million, respectively, and was included in Other Current Liabilities on the balance sheets.

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 entities with rate-regulated operations and 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 their respective investments in long-lived assets, including regulatory assets. If management were to determine that it could no longer apply the accounting guidance applicable to rate-regulated enterprises to any of the Regulated companies' operations, or that management could not conclude it is probable that costs would be recovered from customers in future rates, the costs would be charged to net income in the period in which the determination is made.

Regulatory Assets: The components of regulatory assets are as follows:


	As of March 31, 2015		As of December 31, 2014
(Millions of Dollars)	ES		ES
Benefit Costs	$	1,976.6	$	2,016.0
Derivative Liabilities		410.2		425.5
Income Taxes, Net		632.1		635.3
Storm Restoration Costs		504.8		502.8
Goodwill-related		500.2		505.4
Regulatory Tracker Mechanisms		434.5		350.5
Contractual Obligations - Yankee Companies		119.0		123.8
Other Regulatory Assets		151.4		167.3
Total Regulatory Assets		4,728.8		4,726.6
Less: Current Portion		747.3		672.5
Total Long-Term Regulatory Assets	$	3,981.5	$	4,054.1


	As of March 31, 2015								As of December 31, 2014
			NSTAR								NSTAR
(Millions of Dollars)	CL&P		Electric		PSNH		WMECO		CL&P		Electric		PSNH		WMECO
Benefit Costs	$	436.7	$	505.6	$	171.2	$	83.3	$	445.4	$	515.9	$	174.3	$	85.0
Derivative Liabilities		403.3		3.5		-		-		410.9		4.5		-		-
Income Taxes, Net		438.7		83.7		36.8		31.2		437.7		83.7		38.0		35.5
Storm Restoration Costs		308.5		119.7		46.9		29.7		319.6		103.7		47.7		31.8
Goodwill-related		-		429.5		-		-		-		433.9		-		-
Regulatory Tracker Mechanisms		10.1		261.2		93.4		47.6		16.1		141.4		103.5		33.0
Other Regulatory Assets		66.5		85.0		38.9		12.8		66.1		94.7		41.3		12.9
Total Regulatory Assets		1,663.8		1,488.2		387.2		204.6		1,695.8		1,377.8		404.8		198.2
Less: Current Portion		209.6		309.5		100.0		66.7		220.3		198.7		111.7		51.9
Total Long-Term Regulatory Assets	$	1,454.2	$	1,178.7	$	287.2	$	137.9	$	1,475.5	$	1,179.1	$	293.1	$	146.3

Regulatory Costs in Other Long-Term Assets: The Regulated companies had $49.3 million ($1.6 million for CL&P, $18.3 million for NSTAR Electric, $0.4 million for PSNH and $11.8 million for WMECO) and $60.5 million ($1.3 million for CL&P, $33.2 million for NSTAR Electric, $0.9 million for PSNH, and $11 million for WMECO) of additional regulatory costs as of March 31, 2015 and December 31, 2014, respectively, that were included in Other Long-Term Assets on the balance sheets. These amounts represent incurred costs for which recovery has not yet been specifically approved by the applicable regulatory agency. However, based on regulatory policies or past precedent on similar costs, management believes it is probable that these costs will ultimately be approved and recovered from customers in rates. The NSTAR Electric balance as of March 31, 2015 and December 31, 2014 primarily related to costs deferred in connection with the basic service bad debt adder. See Note 8E, "Commitments and Contingencies – Basic Service Bad Debt Adder," for further information.

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


	As of March 31, 2015		As of December 31, 2014
(Millions of Dollars)	ES		ES
Cost of Removal	$	452.8	$	439.9
Regulatory Tracker Mechanisms		183.3		192.3
AFUDC - Transmission		67.1		67.1
Other Regulatory Liabilities		22.9		50.8
Total Regulatory Liabilities		726.1		750.1
Less: Current Portion		201.2		235.0
Total Long-Term Regulatory Liabilities	$	524.9	$	515.1


	As of March 31, 2015								As of December 31, 2014
			NSTAR								NSTAR
(Millions of Dollars)	CL&P		Electric		PSNH		WMECO		CL&P		Electric		PSNH		WMECO
Cost of Removal	$	23.1	$	263.4	$	51.3	$	2.8	$	19.7	$	258.3	$	50.3	$	1.1
Regulatory Tracker Mechanisms		77.5		22.5		13.9		22.2		122.6		20.7		14.2		22.3
AFUDC - Transmission		53.3		4.7		-		9.1		53.6		4.4		-		9.1
Other Regulatory Liabilities		12.3		2.1		2.8		0.9		10.1		28.9		2.9		0.8
Total Regulatory Liabilities		166.2		292.7		68.0		35.0		206.0		312.3		67.4		33.3
Less: Current Portion		84.1		24.6		16.1		22.3		124.7		49.6		16.0		22.5
Total Long-Term Regulatory Liabilities	$	82.1	$	268.1	$	51.9	$	12.7	$	81.3	$	262.7	$	51.4	$	10.8

2015 Regulatory Developments: As a result of the March 3, 2015 FERC order in the pending ROE complaint proceedings described in Note 8C, "Commitments and Contingencies – FERC ROE Complaints," in the first quarter of 2015, Eversource recognized a pre-tax charge to earnings (excluding interest) of $20 million, of which $12.5 million was recorded at CL&P, $2.4 million at NSTAR Electric, $1 million at PSNH, and $4.1 million at WMECO. The pre-tax charge was recorded as a regulatory liability and as a reduction of Operating Revenues.

On March 2, 2015, the DPU approved the comprehensive settlement agreement between NSTAR Electric, NSTAR Gas and the Massachusetts Attorney General (the "Settlement") as filed with the DPU on December 31, 2014. The Settlement resolved the outstanding NSTAR Electric CPSL program filings for 2006 through 2011, the NSTAR Electric and NSTAR Gas PAM and energy efficiency-related customer billing adjustments reported in 2012, and the recovery of LBR related to NSTAR Electric's energy efficiency programs for 2008 through 2011 (11 dockets in total). As a result, NSTAR Electric and NSTAR Gas will refund a combined $44.7 million to customers. The refund was recorded as a regulatory liability as of March 31, 2015 and NSTAR Electric recognized a $21.7 million pre-tax benefit in the first quarter of 2015. For further information, see Note 8D, "Commitments and Contingencies – 2014 Comprehensive Settlement Agreement."

On January 7, 2015, the DPU issued an order concluding that NSTAR Electric had appropriately accounted for the removal of supply-related bad debt costs from base distribution rates effective January 1, 2006. The DPU ordered NSTAR Electric and the Massachusetts Attorney General to collaborate on the reconciliation of energy-related bad debt costs through 2014. During the second quarter of 2015, NSTAR Electric expects to file with the DPU to recover from customers approximately $43 million of supply-related bad debt costs. In the first quarter of 2015, as a result of the DPU order, NSTAR Electric increased its regulatory assets and reduced Operations and Maintenance expense by $24.2 million, resulting in an increase in after-tax earnings of $14.5 million. For further information, see Note 8E, "Commitments and Contingencies – Basic Service Bad Debt Adder."

PROPERTY, PLANT AND EQUIPMENT AND ACCUMULATED DEPRECIATION

The following tables summarize the investments in utility property, plant and equipment by asset category:


		As of March 31, 2015		As of December 31, 2014
(Millions of Dollars)		ES		ES
Distribution - Electric		$	12,539.3	$	12,495.2
Distribution - Natural Gas			2,584.8		2,595.4
Transmission			6,959.4		6,930.7
Generation			1,172.2		1,170.9
Electric and Natural Gas Utility			23,255.7		23,192.2
Other⁽¹⁾			547.9		551.3
Property, Plant and Equipment, Gross			23,803.6		23,743.5
Less: Accumulated Depreciation
	Electric and Natural Gas Utility		(5,842.6)		(5,777.8)
	Other		(232.3)		(231.8)
Total Accumulated Depreciation			(6,074.9)		(6,009.6)
Property, Plant and Equipment, Net			17,728.7		17,733.9
Construction Work in Progress			1,082.0		913.1
Total Property, Plant and Equipment, Net		$	18,810.7	$	18,647.0

⁽¹⁾

These assets are primarily comprised of building improvements, computer software, hardware and equipment and telecommunications assets at Eversource Service and Eversource's unregulated companies.


	As of March 31, 2015								As of December 31, 2014
			NSTAR								NSTAR
(Millions of Dollars)	CL&P		Electric		PSNH		WMECO		CL&P		Electric		PSNH		WMECO
Distribution	$	5,180.0	$	4,907.8	$	1,704.1	$	787.4	$	5,158.8	$	4,895.5	$	1,696.7	$	784.2
Transmission		3,274.7		1,950.6		794.6		891.9		3,274.0		1,928.5		789.7		891.0
Generation		-		-		1,137.8		34.4		-		-		1,136.5		34.4
Property, Plant and Equipment, Gross		8,454.7		6,858.4		3,636.5		1,713.7		8,432.8		6,824.0		3,622.9		1,709.6
Less: Accumulated Depreciation		(1,950.7)		(1,783.6)		(1,105.7)		(303.3)		(1,928.0)		(1,761.4)		(1,090.0)		(297.4)
Property, Plant and Equipment, Net		6,504.0		5,074.8		2,530.8		1,410.4		6,504.8		5,062.6		2,532.9		1,412.2
Construction Work in Progress		370.9		289.5		135.5		73.5		304.9		272.8		102.9		49.1
Total Property, Plant and Equipment, Net	$	6,874.9	$	5,364.3	$	2,666.3	$	1,483.9	$	6,809.7	$	5,335.4	$	2,635.8	$	1,461.3

As of March 31, 2015, PSNH had $1.1 billion in gross generation assets and Accumulated Depreciation of $497.1 million. These generation assets are the subject of a divestiture agreement in principle in a settlement Term Sheet entered into on March 11, 2015 between PSNH and key New Hampshire officials (Term Sheet) whereby, among other resolutions, PSNH has agreed to sell these assets. Upon completion of the sale, all remaining stranded costs will be recovered via bonds that will be secured by a non-bypassable charge to PSNH's customers. Consummation of the Term Sheet provisions is conditioned upon the enactment of New Hampshire legislation, completion of a final Settlement Agreement reflecting the provisions of the Term Sheet (Settlement Agreement), and NHPUC approval of the Settlement Agreement. See Note 8F, “Commitments and Contingencies – PSNH Generation Restructuring,” for further information.

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 through customer rates. The Regulated companies manage the risks associated with the price volatility of energy and energy-related products through the use of derivative and nonderivative contracts.

Many of the derivative contracts meet the definition of, and are designated as, normal 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.

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 amount recorded as current or long-term derivative asset or liability:


		As of March 31, 2015						As of December 31, 2014
		Commodity Supply				Net Amount		Commodity Supply				Net Amount
		and Price Risk				Recorded as		and Price Risk					Recorded as
(Millions of Dollars)		Management		Netting ⁽¹⁾		a Derivative		Management		Netting ⁽¹⁾		a Derivative
Current Derivative Assets:
Level 3:
	ES	$	16.0	$	(6.6)	$	9.4	$	16.2	$	(6.6)	$	9.6
	CL&P		16.0		(6.6)		9.4		16.1		(6.6)		9.5
	NSTAR Electric		-		-		-		0.1		-		0.1

Long-Term Derivative Assets:
Level 3:
	ES, CL&P	$	88.3	$	(17.8)	$	70.5	$	93.5	$	(19.2)	$	74.3

Current Derivative Liabilities:
Level 2:
	ES	$	(3.2)	$	-	$	(3.2)	$	(9.8)	$	-	$	(9.8)
Level 3:
	ES		(90.3)		-		(90.3)		(90.0)		-		(90.0)
	CL&P		(88.2)		-		(88.2)		(88.5)		-		(88.5)
	NSTAR Electric		(2.1)		-		(2.1)		(1.5)		-		(1.5)

Long-Term Derivative Liabilities:
Level 2:
	ES	$	(0.2)	$	-	$	(0.2)	$	(0.3)	$	-	$	(0.3)
Level 3:
	ES		(396.4)		-		(396.4)		(409.3)		-		(409.3)
	CL&P		(395.0)		-		(395.0)		(406.2)		-		(406.2)
	NSTAR Electric		(1.4)