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	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
	FORM	10-Q
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Quarterly Period Ended	~~June~~September 30, 2019
	or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ____________ to ____________

Registrant; State of Incorporation; Address; Telephone Number;

Commission File Number; and I.R.S. Employer Identification No.

EVERSOURCE ENERGY

(a Massachusetts voluntary association)

300 Cadwell Drive, Springfield, Massachusetts 01104

Telephone: (800) 286-5000

Commission File Number: 1-5324

I.R.S. Employer Identification No. 04-2147929

THE CONNECTICUT LIGHT AND POWER COMPANY

(a Connecticut corporation)

107 Selden Street, Berlin, Connecticut 06037-1616

Telephone: (800) 286-5000

Commission File Number: 0-00404

I.R.S. Employer Identification No. 06-0303850

NSTAR ELECTRIC COMPANY

(a Massachusetts corporation)

800 Boylston Street, Boston, Massachusetts 02199

Telephone: (800) 286-5000

Commission File Number: 1-02301

I.R.S. Employer Identification No. 04-1278810

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

Commission File Number: 1-6392

I.R.S. Employer Identification No. 02-0181050



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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, $5.00 par value per share	ES	New York Stock Exchange

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
	☒	☐

Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit such files).



	Yes	No
	☒	☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.



Eversource Energy	Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer	☐	Smaller reporting company	☐	Emerging growth company	☐
The Connecticut Light and Power Company	Large accelerated filer	☐	Accelerated filer	☐	Non-accelerated filer	☒	Smaller reporting company	☐	Emerging growth company	☐
NSTAR Electric Company	Large accelerated filer	☐	Accelerated filer	☐	Non-accelerated filer	☒	Smaller reporting company	☐	Emerging growth company	☐
Public Service Company of New Hampshire	Large accelerated filer	☐	Accelerated filer	☐	Non-accelerated filer	☒	Smaller reporting company	☐	Emerging growth company	☐

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	☐	☒
The Connecticut Light and Power Company	☐	☒
NSTAR Electric Company	☐	☒
Public Service Company of New Hampshire	☐	☒

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



Company - Class of Stock	Outstanding as of ~~July~~October 31, 2019

Eversource Energy Common Shares, $5.00 par value	~~323,602,045~~323,761,393	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	200	shares
Public Service Company of New Hampshire Common Stock, $1.00 par value	301	shares

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

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

GLOSSARY OF TERMS

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



Current or former Eversource Energy companies, segments or investments:
Eversource, ES or the Company	Eversource Energy and subsidiaries
Eversource parent or ES parent	Eversource Energy, a public utility holding company
ES parent and other companies	ES parent and other companies are comprised of Eversource parent, Eversource Service, Eversource Water Ventures, Inc. (parent company of Aquarion), and other subsidiaries, which primarily includes our unregulated businesses, HWP Company, The Rocky River Realty Company (a real estate subsidiary), the consolidated operations of CYAPC and YAEC, and Eversource parent's equity ownership interests that are not consolidated
CL&P	The Connecticut Light and Power Company
NSTAR Electric	NSTAR Electric Company
PSNH	Public Service Company of New Hampshire
PSNH Funding	PSNH Funding LLC 3, a bankruptcy remote, special purpose, wholly-owned subsidiary of PSNH
NSTAR Gas	NSTAR Gas Company
Yankee Gas	Yankee Gas Services Company
Aquarion	Eversource Aquarion Holdings, Inc. and its subsidiaries
NPT	Northern Pass Transmission LLC
Northern Pass	The HVDC and associated alternating-current transmission line project from Canada into New Hampshire
Eversource Service	Eversource Energy Service Company
Bay State Wind	Bay State Wind LLC, an offshore wind business being developed jointly by Eversource and Denmark-based Ørsted, which holds the Sunrise Wind project
North East Offshore	North East Offshore, LLC, an offshore wind business holding company being developed jointly by Eversource and Denmark-based Ørsted, which holds the Revolution Wind and South Fork Wind projects
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 and PSNH, the natural gas distribution businesses of Yankee Gas and NSTAR Gas, NPT, Aquarion, and the solar power facilities of NSTAR Electric
Regulators:
DEEP	Connecticut Department of Energy and Environmental Protection
DOE	U.S. Department of Energy
DOER	Massachusetts Department of Energy Resources
DPU	Massachusetts Department of Public Utilities
EPA	U.S. Environmental Protection Agency
FERC	Federal Energy Regulatory Commission
ISO-NE	ISO New England, Inc., the New England Independent System Operator
MA DEP	Massachusetts Department of Environmental Protection
NHPUC	New Hampshire Public Utilities Commission
PURA	Connecticut Public Utilities Regulatory Authority
SEC	U.S. Securities and Exchange Commission
SJC	Supreme Judicial Court of Massachusetts
Other Terms and Abbreviations:
ADIT	Accumulated Deferred Income Taxes
AFUDC	Allowance For Funds Used During Construction
AOCI	Accumulated Other Comprehensive Income
ARO	Asset Retirement Obligation
Bcf	Billion cubic feet
C&LM	Conservation and Load Management
CfD	Contract for Differences
CTA	Competitive Transition Assessment
CWIP	Construction Work in Progress
EDC	Electric distribution company
EDIT	Excess Deferred Income Taxes
EPS	Earnings Per Share
ERISA	Employee Retirement Income Security Act of 1974



ESOP	Employee Stock Ownership Plan
Eversource 2018 Form 10-K	The Eversource Energy and Subsidiaries 2018 combined Annual Report on Form 10-K as filed with the SEC
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
MG	Million gallons
MGP	Manufactured Gas Plant
MMBtu	One million British thermal units
MMcf	Million cubic feet
Moody's	Moody's Investors Services, Inc.
MW	Megawatt
MWh	Megawatt-Hours
NEEWS	New England East-West Solution
NETOs	New England Transmission Owners (including Eversource, National Grid and Avangrid)
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
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 business segment excluding the wholesale transmission segment
~~RNS~~	~~Regional Network Service~~
ROE	Return on Equity
RRBs	Rate Reduction Bonds or Rate Reduction Certificates
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
SS	Standard service
TCAM	Transmission Cost Adjustment Mechanism
TSA	Transmission Service Agreement
UI	The United Illuminating Company
VIE	Variable Interest Entity

EVERSOURCE ENERGY AND SUBSIDIARIES

THE CONNECTICUT LIGHT AND POWER COMPANY

NSTAR ELECTRIC COMPANY AND SUBSIDIARY

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES

TABLE OF CONTENTS



		Page
PART I – FINANCIAL INFORMATION

ITEM 1.	Financial Statements (Unaudited)

	Eversource Energy and Subsidiaries (Unaudited)
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Income	2
	Condensed Consolidated Statements of Comprehensive Income	2
	Condensed Consolidated Statements of Common Shareholders' Equity	3
	Condensed Consolidated Statements of Cash Flows	4

	The Connecticut Light and Power Company (Unaudited)
	Condensed Balance Sheets	5
	Condensed Statements of Income	6
	Condensed Statements of Comprehensive Income	6
	Condensed Statements of Common Stockholder's Equity	7
	Condensed Statements of Cash Flows	8

	NSTAR Electric Company and Subsidiary (Unaudited)
	Condensed Consolidated Balance Sheets	9
	Condensed Consolidated Statements of Income	10
	Condensed Consolidated Statements of Comprehensive Income	10
	Condensed Consolidated Statements of Common Stockholder's Equity	11
	Condensed Consolidated Statements of Cash Flows	12

	Public Service Company of New Hampshire and Subsidiaries (Unaudited)
	Condensed Consolidated Balance Sheets	13
	Condensed Consolidated Statements of Income	14
	Condensed Consolidated Statements of Comprehensive Income	14
	Condensed Consolidated Statements of Common Stockholder's Equity	15
	Condensed Consolidated Statements of Cash Flows	16

	Combined Notes to Condensed Financial Statements (Unaudited)	17

ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations
	Eversource Energy and Subsidiaries	42
	The Connecticut Light and Power Company, NSTAR Electric Company and Subsidiary, and Public Service Company of New Hampshire and Subsidiaries	58

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	6566

ITEM 4.	Controls and Procedures	6566

PART II – OTHER INFORMATION

ITEM 1.	Legal Proceedings	6667

ITEM 1A.	Risk Factors	6667

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6667

ITEM 6.	Exhibits	6768

SIGNATURES		6970

iii

EVERSOURCE ENERGY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(Thousands of Dollars)	As of June 30, 2019			As of December 31, 2018			As of September 30, 2019			As of December 31, 2018

ASSETS
Current Assets:
Cash	$	20,578		$	108,068		$	22,688		$	108,068
Receivables, Net	964,314			994,055			993,396			994,055
Unbilled Revenues	154,920			176,285			150,394			176,285
Fuel, Materials, Supplies and Inventory	174,124			238,042
Fuel, Materials, Supplies and REC Inventory							204,012			238,042
Regulatory Assets	515,265			514,779			538,162			514,779
Prepayments and Other Current Assets	302,496			260,995			312,253			260,995
Total Current Assets	2,131,697			2,292,224			2,220,905			2,292,224

Property, Plant and Equipment, Net	26,304,446			25,610,428			26,911,877			25,610,428

Deferred Debits and Other Assets:
Regulatory Assets	4,404,176			4,631,137			4,292,560			4,631,137
Goodwill	4,427,266			4,427,266			4,427,266			4,427,266
Investments in Unconsolidated Affiliates	748,705			464,286			861,687			464,286
Marketable Securities	401,231			417,508			404,804			417,508
Other Long-Term Assets	578,385			398,407			606,295			398,407
Total Deferred Debits and Other Assets	10,559,763			10,338,604			10,592,612			10,338,604

Total Assets	$	38,995,906		$	38,241,256		$	39,725,394		$	38,241,256

LIABILITIES AND CAPITALIZATION
Current Liabilities:
Notes Payable	$	729,000		$	910,000		$	712,500		$	910,000
Long-Term Debt – Current Portion	779,289			837,319			853,066			837,319
Rate Reduction Bonds – Current Portion	43,210			52,332			43,210			52,332
Accounts Payable	903,431			1,119,995			892,106			1,119,995
Regulatory Liabilities	379,850			370,230			441,189			370,230
Other Current Liabilities	677,341			823,006			806,839			823,006
Total Current Liabilities	3,512,121			4,112,882			3,748,910			4,112,882

Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes	3,549,922			3,506,030			3,604,791			3,506,030
Regulatory Liabilities	3,639,792			3,609,475			3,644,477			3,609,475
Derivative Liabilities	363,848			379,562			357,869			379,562
Accrued Pension, SERP and PBOP	955,092			962,510			821,172			962,510
Other Long-Term Liabilities	1,264,061			1,196,336			1,290,704			1,196,336
Total Deferred Credits and Other Liabilities	9,772,715			9,653,913			9,719,013			9,653,913

Long-Term Debt	13,039,180			12,248,743			13,440,165			12,248,743

Rate Reduction Bonds	561,727			583,331			540,122			583,331

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

Common Shareholders' Equity:
Common Shares	1,699,292			1,669,392			1,699,292			1,669,392
Capital Surplus, Paid In	6,659,009			6,241,222			6,675,889			6,241,222
Retained Earnings	3,954,492			3,953,974			4,100,220			3,953,974
Accumulated Other Comprehensive Loss	(53,641		)	(60,000		)	(52,017		)	(60,000		)
Treasury Stock	(304,559		)	(317,771		)	(301,770		)	(317,771		)
Common Shareholders' Equity	11,954,593			11,486,817			12,121,614			11,486,817

Commitments and Contingencies (Note 9)

Total Liabilities and Capitalization	$	38,995,906		$	38,241,256		$	39,725,394		$	38,241,256

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 June 30,				For the Six Months Ended June 30,				For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(Thousands of Dollars, Except Share Information)	2019		2018		2019		2018		2019		2018		2019		2018

Operating Revenues	$	1,884,495	$	1,853,856	$	4,300,287	$	4,141,818	$	2,175,797	$	2,271,425	$	6,476,084	$	6,413,243

Operating Expenses:
Purchased Power, Fuel and Transmission	620,904		653,915		1,595,786		1,600,662		730,255		842,291		2,326,041		2,442,953
Operations and Maintenance	328,010		293,858		663,606		626,406		331,054		344,475		994,660		970,881
Depreciation	219,084		199,140		434,032		403,406		222,599		208,671		656,632		612,077
Amortization	38,945		36,203		109,906		81,397		73,854		92,711		183,760		174,108
Energy Efficiency Programs	105,837		101,955		245,953		236,196		136,832		129,965		382,785		366,162
Taxes Other Than Income Taxes	181,083		177,431		365,672		359,865		171,965		187,291		537,636		547,155
Impairment of Northern Pass Transmission	239,644		—		239,644		—		—		—		239,644		—
Total Operating Expenses	1,733,507		1,462,502		3,654,599		3,307,932		1,666,559		1,805,404		5,321,158		5,113,336
Operating Income	150,988		391,354		645,688		833,886		509,238		466,021		1,154,926		1,299,907
Interest Expense	132,705		126,404		264,438		247,533		135,216		125,201		399,654		372,734
Other Income, Net	45,866		50,149		76,850		83,938		26,968		16,718		103,818		100,656
Income Before Income Tax Expense	64,149		315,099		458,100		670,291		400,990		357,538		859,090		1,027,829
Income Tax Expense	30,815		70,452		114,209		154,219		80,226		66,278		194,435		220,497
Net Income	33,334		244,647		343,891		516,072		320,764		291,260		664,655		807,332
Net Income Attributable to Noncontrolling Interests	1,880		1,880		3,759		3,759		1,880		1,880		5,639		5,639
Net Income Attributable to Common Shareholders	$	31,454	$	242,767	$	340,132	$	512,313	$	318,884	$	289,380	$	659,016	$	801,693

Basic and Diluted Earnings Per Common Share	$	0.10	$	0.76	$	1.07	$	1.61
Basic Earnings Per Common Share									$	0.98	$	0.91	$	2.06	$	2.53

Diluted Earnings Per Common Share									$	0.98	$	0.91	$	2.05	$	2.52

Weighted Average Common Shares Outstanding:
Basic	319,664,998		317,344,596		318,644,796		317,370,825		324,037,169		317,360,110		320,442,253		317,367,252
Diluted	320,388,490		317,885,187		319,352,287		317,939,094		326,008,342		317,967,311		321,570,926		317,948,498

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,						For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(Thousands of Dollars)	2019			2018			2019			2018			2019			2018			2019			2018

Net Income	$	33,334		$	244,647		$	343,891		$	516,072		$	320,764		$	291,260		$	664,655		$	807,332
Other Comprehensive Income, Net of Tax:
Qualified Cash Flow Hedging Instruments	262			471			578			1,195			367			432			945			1,627
Changes in Unrealized Gains/(Losses) on Marketable Securities	444			(144		)	1,099			(588		)	169			(136		)	1,268			(724		)
Changes in Funded Status of Pension, SERP and PBOP Benefit Plans	3,457			1,815			4,682			4,808			1,088			1,110			5,770			5,918
Other Comprehensive Income, Net of Tax	4,163			2,142			6,359			5,415			1,624			1,406			7,983			6,821
Comprehensive Income Attributable to Noncontrolling Interests	(1,880		)	(1,880		)	(3,759		)	(3,759		)	(1,880		)	(1,880		)	(5,639		)	(5,639		)
Comprehensive Income Attributable to Common Shareholders	$	35,617		$	244,909		$	346,491		$	517,728		$	320,508		$	290,786		$	666,999		$	808,514

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

EVERSOURCE ENERGY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMMON SHAREHOLDERS' EQUITY

(Unaudited)


	For the Six Months Ended June 30, 2019																		For the Nine Months Ended September 30, 2019
	Common Shares			Capital Surplus, Paid In			Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Stock			Total Common Shareholders' Equity			Common Shares			Capital Surplus, Paid In			Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Stock			Total Common Shareholders' Equity
(Thousands of Dollars, Except Share Information)	Shares	Amount																	Shares	Amount
Balance as of January 1, 2019	316,885,808	$	1,669,392	$	6,241,222		$	3,953,974		$	(60,000	)	$	(317,771	)	$	11,486,817		316,885,808	$	1,669,392	$	6,241,222		$	3,953,974		$	(60,000	)	$	(317,771	)	$	11,486,817
Net Income							310,558									310,558									310,558									310,558
Dividends on Common Shares - $0.535 Per Share							(169,757		)							(169,757		)							(169,757		)							(169,757		)
Dividends on Preferred Stock							(1,880		)							(1,880		)							(1,880		)							(1,880		)
Long-Term Incentive Plan Activity				(16,609		)										(16,609		)				(16,609		)										(16,609		)
Issuance of Treasury Shares	461,662			17,476									8,633			26,109			461,662			17,476									8,633			26,109
Other Comprehensive Income										2,196						2,196												2,196						2,196
Balance as of March 31, 2019	317,347,470	1,669,392		6,242,089			4,092,895			(57,804		)	(309,138		)	11,637,434			317,347,470	1,669,392		6,242,089			4,092,895			(57,804		)	(309,138		)	11,637,434
Net Income							33,334									33,334									33,334									33,334
Dividends on Common Shares - $0.535 Per Share							(169,857		)							(169,857		)							(169,857		)							(169,857		)
Dividends on Preferred Stock							(1,880		)							(1,880		)							(1,880		)							(1,880		)
Issuance of Common Shares - $5 par value	5,980,000	29,900		403,650												433,550			5,980,000	29,900		403,650												433,550
Long-Term Incentive Plan Activity				6,470												6,470						6,470												6,470
Issuance of Treasury Shares	246,969			13,448									4,579			18,027			246,969			13,448									4,579			18,027
Capital Stock Expense				(6,648		)										(6,648		)				(6,648		)										(6,648		)
Other Comprehensive Income										4,163						4,163												4,163						4,163
Balance as of June 30, 2019	323,574,439	$	1,699,292	$	6,659,009		$	3,954,492		$	(53,641	)	$	(304,559	)	$	11,954,593		323,574,439	1,699,292		6,659,009			3,954,492			(53,641		)	(304,559		)	11,954,593
Net Income																									320,764									320,764
Dividends on Common Shares - $0.535 Per Share																									(173,156		)							(173,156		)
Dividends on Preferred Stock																									(1,880		)							(1,880		)
Long-Term Incentive Plan Activity																						6,697												6,697
Issuance of Treasury Shares																			158,984			10,183									2,789			12,972
Other Comprehensive Income																												1,624						1,624
Balance as of September 30, 2019																			323,733,423	$	1,699,292	$	6,675,889		$	4,100,220		$	(52,017	)	$	(301,770	)	$	12,121,614


	For the Six Months Ended June 30, 2018																		For the Nine Months Ended September 30, 2018
	Common Shares			Capital Surplus, Paid In			Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Stock			Total Common Shareholders' Equity			Common Shares			Capital Surplus, Paid In			Retained Earnings			Accumulated Other Comprehensive Loss			Treasury Stock			Total Common Shareholders' Equity
(Thousands of Dollars, Except Share Information)	Shares	Amount																	Shares	Amount
Balance as of January 1, 2018	316,885,808	$	1,669,392	$	6,239,940		$	3,561,084		$	(66,403	)	$	(317,771	)	$	11,086,242		316,885,808	$	1,669,392	$	6,239,940		$	3,561,084		$	(66,403	)	$	(317,771	)	$	11,086,242
Net Income							271,426									271,426									271,426									271,426
Dividends on Common Shares - $0.505 Per Share							(160,027		)							(160,027		)							(160,027		)							(160,027		)
Dividends on Preferred Stock							(1,880		)							(1,880		)							(1,880		)							(1,880		)
Long-Term Incentive Plan Activity				(15,320		)										(15,320		)				(15,320		)										(15,320		)
Other Comprehensive Income										3,273						3,273												3,273						3,273
Balance as of March 31, 2018	316,885,808	1,669,392		6,224,620			3,670,603			(63,130		)	(317,771		)	11,183,714			316,885,808	1,669,392		6,224,620			3,670,603			(63,130		)	(317,771		)	11,183,714
Net Income							244,647									244,647									244,647									244,647
Dividends on Common Shares - $0.505 Per Share							(160,027		)							(160,027		)							(160,027		)							(160,027		)
Dividends on Preferred Stock							(1,880		)							(1,880		)							(1,880		)							(1,880		)
Long-Term Incentive Plan Activity				4,627												4,627						4,627												4,627
Other Comprehensive Income										2,142						2,142												2,142						2,142
Balance as of June 30, 2018	316,885,808	$	1,669,392	$	6,229,247		$	3,753,343		$	(60,988	)	$	(317,771	)	$	11,273,223		316,885,808	1,669,392		6,229,247			3,753,343			(60,988		)	(317,771		)	11,273,223
Net Income																									291,260									291,260
Dividends on Common Shares - $0.505 Per Share																									(160,028		)							(160,028		)
Dividends on Preferred Stock																									(1,880		)							(1,880		)
Long-Term Incentive Plan Activity																						4,797												4,797
Other Comprehensive Income																												1,406						1,406
Balance as of September 30, 2018																			316,885,808	$	1,669,392	$	6,234,044		$	3,882,695		$	(59,582	)	$	(317,771	)	$	11,408,778

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 Six Months Ended June 30,						For the Nine Months Ended September 30,
(Thousands of Dollars)	2019			2018			2019			2018

Operating Activities:
Net Income	$	343,891		$	516,072		$	664,655		$	807,332
Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
Depreciation	434,032			403,406			656,632			612,077
Deferred Income Taxes	36,535			161,883			73,487			70,402
Uncollectible Expense	31,546			29,250			46,417			50,720
Pension, SERP and PBOP Expense, Net	13,227			3,317			18,507			5,192
Pension and PBOP Contributions	(6,648		)	(179,002		)	(120,373		)	(188,874		)
Regulatory Overrecoveries, Net	23,830			36,669			80,688			189,932
Amortization	109,906			81,397			183,760			174,108
Proceeds from DOE Spent Nuclear Fuel Litigation	68,840			—			68,840			—
Impairment of Northern Pass Transmission	239,644			—			239,644			—
Other	(137,428		)	(103,256		)	(185,625		)	(129,039		)
Changes in Current Assets and Liabilities:
Receivables and Unbilled Revenues, Net	6,357			(52,923		)	(57,011		)	(212,326		)
Fuel, Materials, Supplies and Inventory	63,918			65,609
Fuel, Materials, Supplies and REC Inventory							34,030			44,702
Taxes Receivable/Accrued, Net	(6,883		)	(132,999		)	53,687			70,885
Accounts Payable	(156,077		)	(80,059		)	(157,355		)	(72,591		)
Other Current Assets and Liabilities, Net	(140,103		)	(51,229		)	(105,133		)	(14,858		)
Net Cash Flows Provided by Operating Activities	924,587			698,135			1,494,850			1,407,662

Investing Activities:
Investments in Property, Plant and Equipment	(1,377,753		)	(1,251,678		)	(2,129,037		)	(1,885,081		)
Proceeds from Sales of Marketable Securities	348,904			316,252			458,322			405,276
Purchases of Marketable Securities	(302,950		)	(314,406		)	(405,095		)	(396,277		)
Proceeds from the Sale of PSNH Generation Assets	—			116,809			—			193,924
Investments in Unconsolidated Affiliates	(265,955		)	(13,220		)
Investments in Unconsolidated Affiliates, Net							(374,913		)	(27,342		)
Other Investing Activities	4,055			(902		)	(1,126		)	3,937
Net Cash Flows Used in Investing Activities	(1,593,699		)	(1,147,145		)	(2,451,849		)	(1,705,563		)

Financing Activities:
Issuance of Common Shares, Net of Issuance Costs	426,902			—			426,902			—
Cash Dividends on Common Shares	(323,346		)	(320,055		)	(495,571		)	(480,082		)
Cash Dividends on Preferred Stock	(3,759		)	(3,759		)	(5,639		)	(5,639		)
Decrease in Notes Payable	(181,000		)	(98,500		)	(197,500		)	(222,110		)
Issuance of Rate Reduction Bonds	—			635,663			—			635,663
Repayment of Rate Reduction Bonds	(30,727		)	—			(52,332		)	—
Issuance of Long-Term Debt	1,000,000			1,150,000			1,475,000			1,300,000
Retirement of Long-Term Debt	(250,437		)	(860,421		)	(250,855		)	(860,855		)
Other Financing Activities	(10,682		)	(17,958		)	(450		)	(20,361		)
Net Cash Flows Provided by Financing Activities	626,951			484,970			899,555			346,616
Net (Decrease)/Increase in Cash and Restricted Cash	(42,161		)	35,960			(57,444		)	48,715
Cash and Restricted Cash - Beginning of Period	209,324			85,890			209,324			85,890
Cash and Restricted Cash - End of Period	$	167,163		$	121,850		$	151,880		$	134,605

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

THE CONNECTICUT LIGHT AND POWER COMPANY

CONDENSED BALANCE SHEETS

(Unaudited)


(Thousands of Dollars)	As of June 30, 2019		As of December 31, 2018		As of September 30, 2019		As of December 31, 2018

ASSETS
Current Assets:
Cash	$	2,191	$	87,721	$	9,286	$	87,721
Receivables, Net	415,542		397,026		428,050		397,026
Accounts Receivable from Affiliated Companies	33,519		23,082		34,702		23,082
Unbilled Revenues	53,670		56,971		48,211		56,971
Materials and Supplies	55,243		44,529		52,209		44,529
Regulatory Assets	175,706		125,155		173,339		125,155
Prepaid Property Taxes					66,510		19,555
Prepayments and Other Current Assets	23,390		60,279		24,236		40,724
Total Current Assets	759,261		794,763		836,543		794,763

Property, Plant and Equipment, Net	9,285,633		8,909,701		9,456,562		8,909,701

Deferred Debits and Other Assets:
Regulatory Assets	1,432,827		1,505,488		1,404,502		1,505,488
Other Long-Term Assets	221,860		199,767		229,092		199,767
Total Deferred Debits and Other Assets	1,654,687		1,705,255		1,633,594		1,705,255

Total Assets	$	11,699,581	$	11,409,719	$	11,926,699	$	11,409,719

LIABILITIES AND CAPITALIZATION
Current Liabilities:
Notes Payable to Eversource Parent	$	259,400	$	—	$	173,100	$	—
Long-Term Debt – Current Portion	—		250,000		—		250,000
Accounts Payable	287,984		324,983		280,463		324,983
Accounts Payable to Affiliated Companies	76,792		26,452		76,916		26,452
Obligations to Third Party Suppliers	52,100		56,248		57,823		56,248
Regulatory Liabilities	112,414		109,614		168,053		109,614
Derivative Liabilities	62,075		55,058		64,572		55,058
Other Current Liabilities	147,764		161,088		169,600		161,088
Total Current Liabilities	998,529		983,443		990,527		983,443

Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes	1,192,646		1,166,784		1,205,687		1,166,784
Regulatory Liabilities	1,153,360		1,122,157		1,159,909		1,122,157
Derivative Liabilities	363,717		379,536		357,728		379,536
Accrued Pension, SERP and PBOP	275,358		282,771		248,557		282,771
Other Long-Term Liabilities	153,878		155,495		149,293		155,495
Total Deferred Credits and Other Liabilities	3,138,959		3,106,743		3,121,174		3,106,743

Long-Term Debt	3,309,455		3,004,016		3,518,464		3,004,016

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

Common Stockholder's Equity:
Common Stock	60,352		60,352		60,352		60,352
Capital Surplus, Paid In	2,410,765		2,410,765		2,410,765		2,410,765
Retained Earnings	1,664,995		1,727,899		1,708,892		1,727,899
Accumulated Other Comprehensive Income	326		301		325		301
Common Stockholder's Equity	4,136,438		4,199,317		4,180,334		4,199,317

Commitments and Contingencies (Note 9)

Total Liabilities and Capitalization	$	11,699,581	$	11,409,719	$	11,926,699	$	11,409,719

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 June 30,				For the Six Months Ended June 30,				For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(Thousands of Dollars)	2019		2018		2019		2018		2019		2018		2019		2018

Operating Revenues	$	740,846	$	694,892	$	1,590,092	$	1,479,875	$	853,943	$	865,028	$	2,444,034	$	2,344,903

Operating Expenses:
Purchased Power and Transmission	246,540		234,335		566,373		536,223		299,017		314,571		865,389		850,794
Operations and Maintenance	133,351		109,685		263,989		226,977		135,077		128,523		399,065		355,500
Depreciation	74,555		69,383		147,844		136,881		76,250		72,017		224,095		208,899
Amortization of Regulatory Assets, Net	12,376		15,400		48,047		43,405		30,406		54,031		78,453		97,437
Energy Efficiency Programs	20,780		18,606		46,768		41,366		40,129		30,240		86,897		71,606
Taxes Other Than Income Taxes	86,465		84,375		178,463		174,676		82,781		92,987		261,244		267,662
Total Operating Expenses	574,067		531,784		1,251,484		1,159,528		663,660		692,369		1,915,143		1,851,898
Operating Income	166,779		163,108		338,608		320,347		190,283		172,659		528,891		493,005
Interest Expense	36,972		38,674		72,754		75,498		39,520		37,609		112,274		113,107
Other Income, Net	2,853		7,063		6,733		13,623		4,831		7,098		11,564		20,722
Income Before Income Tax Expense	132,660		131,497		272,587		258,472		155,594		142,148		428,181		400,620
Income Tax Expense	27,856		31,785		57,312		60,192		43,907		41,818		101,219		102,010
Net Income	$	104,804	$	99,712	$	215,275	$	198,280	$	111,687	$	100,330	$	326,962	$	298,610

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,						For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(Thousands of Dollars)	2019			2018			2019			2018			2019			2018			2019			2018

Net Income	$	104,804		$	99,712		$	215,275		$	198,280		$	111,687		$	100,330		$	326,962		$	298,610
Other Comprehensive Income, Net of Tax:
Other Comprehensive (Loss)/Income, Net of Tax:
Qualified Cash Flow Hedging Instruments	(7		)	13			(13		)	65			(7		)	(7		)	(20		)	58
Changes in Unrealized Gains/(Losses) on Marketable Securities	15			(4		)	38			(16		)	6			(5		)	44			(21		)
Other Comprehensive Income, Net of Tax	8			9			25			49
Other Comprehensive (Loss)/Income, Net of Tax													(1		)	(12		)	24			37
Comprehensive Income	$	104,812		$	99,721		$	215,300		$	198,329		$	111,686		$	100,318		$	326,986		$	298,647

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

THE CONNECTICUT LIGHT AND POWER COMPANY

CONDENSED STATEMENTS OF COMMON STOCKHOLDER'S EQUITY

(Unaudited)


	For the Six Months Ended June 30, 2019															For the Nine Months Ended September 30, 2019
	Common Stock			Capital Surplus, Paid In			Retained Earnings			Accumulated Other Comprehensive Income			Total Common Stockholder's Equity			Common Stock				Capital Surplus, Paid In				Retained Earnings				Accumulated Other Comprehensive Income				Total Common Stockholder's Equity
(Thousands of Dollars, Except Stock Information)	Stock	Amount				Stock				Accumulated Other Comprehensive Income		Amount								Capital Surplus, Paid In				Retained Earnings				Accumulated Other Comprehensive Income				Total Common Stockholder's Equity
Balance as of January 1, 2019	6,035,205	$	60,352	Capital Surplus, Paid In		$	Retained Earnings	2,410,765		$	1,727,899		Total Common Stockholder's Equity		$	301	$	4,199,317	6,035,205			$	60,352			$	2,410,765			$	1,727,899			$	301	$	4,199,317
Net Income							110,471						110,471											110,471								110,471
Dividends on Preferred Stock							(1,390		)				(1,390		)									(1,390		)						(1,390		)
Dividends on Common Stock							(99,000		)				(99,000		)									(99,000		)						(99,000		)
Other Comprehensive Income										17			17															17				17
Balance as of March 31, 2019	6,035,205	60,352		2,410,765			1,737,980			318			4,209,415			6,035,205	60,352			2,410,765				1,737,980				318				4,209,415
Net Income							104,804						104,804											104,804								104,804
Dividends on Preferred Stock							(1,390		)				(1,390		)									(1,390		)						(1,390		)
Dividends on Common Stock							(176,400		)				(176,400		)									(176,400		)						(176,400		)
Other							1						1											1								1
Other Comprehensive Income										8			8															8				8
Balance as of June 30, 2019	6,035,205	$	60,352	$	2,410,765		$	1,664,995		$	326		$	4,136,438		6,035,205	60,352			2,410,765				1,664,995				326				4,136,438
Net Income																								111,687								111,687
Dividends on Preferred Stock																								(1,390		)						(1,390		)
Dividends on Common Stock																								(66,400		)						(66,400		)
Other Comprehensive Loss																												(1		)		(1		)
Balance as of September 30, 2019																6,035,205	$	60,352		$	2,410,765			$	1,708,892			$	325			$	4,180,334


	For the Six Months Ended June 30, 2018															For the Nine Months Ended September 30, 2018
	Common Stock			Capital Surplus, Paid In			Retained Earnings			Accumulated Other Comprehensive Income			Total Common Stockholder's Equity			Common Stock				Capital Surplus, Paid In				Retained Earnings				Accumulated Other Comprehensive Income				Total Common Stockholder's Equity
(Thousands of Dollars, Except Stock Information)	Stock	Amount				Stock				Accumulated Other Comprehensive Income		Amount								Capital Surplus, Paid In				Retained Earnings				Accumulated Other Comprehensive Income				Total Common Stockholder's Equity
Balance as of January 1, 2018	6,035,205	$	60,352	Capital Surplus, Paid In		$	Retained Earnings	2,110,765		$	1,415,741		Total Common Stockholder's Equity		$	269	$	3,587,127	6,035,205			$	60,352			$	2,110,765			$	1,415,741			$	269	$	3,587,127
Net Income							98,568						98,568											98,568								98,568
Dividends on Preferred Stock							(1,390		)				(1,390		)									(1,390		)						(1,390		)
Dividends on Common Stock							(60,000		)				(60,000		)									(60,000		)						(60,000		)
Capital Contributions from Eversource Parent				9,000									9,000							9,000												9,000
Other Comprehensive Income										40			40															40				40
Balance as of March 31, 2018	6,035,205	60,352		2,119,765			1,452,919			309			3,633,345			6,035,205	60,352			2,119,765				1,452,919				309				3,633,345
Net Income							99,712						99,712											99,712								99,712
Dividends on Preferred Stock							(1,390		)				(1,390		)									(1,390		)						(1,390		)
Capital Contributions from Eversource Parent				91,000									91,000							91,000												91,000
Other Comprehensive Income										9			9															9				9
Balance as of June 30, 2018	6,035,205	$	60,352	$	2,210,765		$	1,551,241		$	318		$	3,822,676		6,035,205	60,352			2,210,765				1,551,241				318				3,822,676
Net Income																								100,330								100,330
Dividends on Preferred Stock																								(1,389		)						(1,389		)
Other Comprehensive Loss																												(12		)		(12		)
Balance as of September 30, 2018																6,035,205	$	60,352		$	2,210,765			$	1,650,182			$	306			$	3,921,605

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 Six Months Ended June 30,						For the Nine Months Ended September 30,
(Thousands of Dollars)	2019			2018			2019			2018

Operating Activities:
Net Income	$	215,275		$	198,280		$	326,962		$	298,610
Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
Depreciation	147,844			136,881			224,095			208,899
Deferred Income Taxes	16,513			50,915			19,999			28,637
Uncollectible Expense	7,627			7,747			12,084			12,135
Pension, SERP, and PBOP Expense, Net	6,926			3,861			9,843			6,594
Pension Contributions	—			(41,150		)	(24,000		)	(41,150		)
Regulatory Underrecoveries, Net	(40,460		)	(39,908		)
Regulatory Over/(Under) Recoveries, Net							32,435			(1,136		)
Amortization of Regulatory Assets, Net	48,047			43,405			78,453			97,437
Other	(40,290		)	(40,825		)	(66,737		)	(55,827		)
Changes in Current Assets and Liabilities:
Receivables and Unbilled Revenues, Net	(37,101		)	(34,772		)	(70,996		)	(126,513		)
Taxes Receivable/Accrued, Net	19,701			105			32,708			72,702
Accounts Payable	5,443			(30,805		)	8,604			(15,303		)
Other Current Assets and Liabilities, Net	(3,941		)	14,377			(51,937		)	(33,965		)
Net Cash Flows Provided by Operating Activities	345,584			268,111			531,513			451,120

Investing Activities:
Investments in Property, Plant and Equipment	(466,112		)	(457,677		)	(699,288		)	(660,673		)
Other Investing Activities	551			110			645			167
Net Cash Flows Used in Investing Activities	(465,561		)	(457,567		)	(698,643		)	(660,506		)

Financing Activities:
Cash Dividends on Common Stock	(275,400		)	(60,000		)	(341,800		)	(60,000		)
Cash Dividends on Preferred Stock	(2,779		)	(2,779		)	(4,169		)	(4,169		)
Capital Contributions from Eversource Parent	—			100,000			—			100,000
Issuance of Long-Term Debt	300,000			500,000			500,000			500,000
Retirement of Long-Term Debt	(250,000		)	(300,000		)	(250,000		)	(300,000		)
Increase/(Decrease) in Notes Payable to Eversource Parent	259,400			(45,500		)	173,100			(23,600		)
Other Financing Activities	4,237			(6,189		)	12,667			(7,584		)
Net Cash Flows Provided by Financing Activities	35,458			185,532			89,798			204,647
Net Decrease in Cash and Restricted Cash	(84,519		)	(3,924		)	(77,332		)	(4,739		)
Cash and Restricted Cash - Beginning of Period	91,613			9,619			91,613			9,619
Cash and Restricted Cash - End of Period	$	7,094		$	5,695		$	14,281		$	4,880

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

NSTAR ELECTRIC COMPANY AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(Thousands of Dollars)	As of June 30, 2019			As of December 31, 2018			As of September 30, 2019			As of December 31, 2018

ASSETS
Current Assets:
Cash	$	177		$	1,606		$	264		$	1,606
Receivables, Net	346,428			361,296			385,689			361,296
Accounts Receivable from Affiliated Companies	25,071			31,344			39,386			31,344
Unbilled Revenues	42,144			34,518			42,794			34,518
Materials, Supplies and Inventory	64,513			114,202
Materials, Supplies and REC Inventory							90,169			114,202
Regulatory Assets	210,032			241,747			201,215			241,747
Prepayments and Other Current Assets	21,289			51,960			11,564			51,960
Total Current Assets	709,654			836,673			771,081			836,673

Property, Plant and Equipment, Net	9,075,789			8,794,700			9,264,180			8,794,700

Deferred Debits and Other Assets:
Regulatory Assets	1,178,974			1,196,512			1,159,056			1,196,512
Prepaid PBOP	146,717			132,810			152,978			132,810
Other Long-Term Assets	142,573			109,764			149,785			109,764
Total Deferred Debits and Other Assets	1,468,264			1,439,086			1,461,819			1,439,086

Total Assets	$	11,253,707		$	11,070,459		$	11,497,080		$	11,070,459

LIABILITIES AND CAPITALIZATION
Current Liabilities:
Notes Payable	$	163,000		$	278,500		$	28,000		$	278,500
Notes Payable to Eversource Parent	40,300			—			48,700			—
Long-Term Debt – Current Portion	95,000			—			95,000			—
Accounts Payable	288,153			384,398			304,346			384,398
Accounts Payable to Affiliated Companies	72,174			89,636			84,898			89,636
Obligations to Third Party Suppliers	95,360			109,547			110,243			109,547
Renewable Portfolio Standards Compliance Obligations	66,370			139,898			113,330			139,898
Regulatory Liabilities	170,970			190,620			199,381			190,620
Other Current Liabilities	61,710			74,872			112,577			74,872
Total Current Liabilities	1,053,037			1,267,471			1,096,475			1,267,471

Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes	1,318,267			1,294,467			1,329,266			1,294,467
Regulatory Liabilities	1,514,845			1,513,279			1,519,631			1,513,279
Accrued Pension and SERP	29,323			14,145			20,544			14,145
Other Long-Term Liabilities	297,346			263,096			325,617			263,096
Total Deferred Credits and Other Liabilities	3,159,781			3,084,987			3,195,058			3,084,987

Long-Term Debt	3,246,535			2,944,846			3,246,631			2,944,846

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

Common Stockholder's Equity:
Common Stock	—			—			—			—
Capital Surplus, Paid In	1,653,442			1,633,442			1,663,442			1,633,442
Retained Earnings	2,099,059			2,098,091			2,253,509			2,098,091
Accumulated Other Comprehensive Loss	(1,147		)	(1,378		)	(1,035		)	(1,378		)
Common Stockholder's Equity	3,751,354			3,730,155			3,915,916			3,730,155

Commitments and Contingencies (Note 9)

Total Liabilities and Capitalization	$	11,253,707		$	11,070,459		$	11,497,080		$	11,070,459

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 June 30,				For the Six Months Ended June 30,				For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(Thousands of Dollars)	2019		2018		2019		2018		2019		2018		2019		2018

Operating Revenues	$	681,893	$	690,737	$	1,479,505	$	1,460,865	$	878,669	$	939,460	$	2,358,174	$	2,400,324

Operating Expenses:
Purchased Power and Transmission	228,397		266,108		558,501		598,687		300,726		383,208		859,227		981,895
Operations and Maintenance	108,924		102,163		221,887		220,844		120,917		123,634		342,804		344,478
Depreciation	73,055		64,051		145,639		134,593		74,664		70,616		220,303		205,210
Amortization of Regulatory Assets, Net	23,184		11,954		45,768		18,318		27,296		17,149		73,064		35,467
Energy Efficiency Programs	65,904		65,184		142,633		139,978		84,409		89,430		227,042		229,408
Taxes Other Than Income Taxes	48,226		47,627		93,047		95,815		51,266		49,927		144,314		145,740
Total Operating Expenses	547,690		557,087		1,207,475		1,208,235		659,278		733,964		1,866,754		1,942,198
Operating Income	134,203		133,650		272,030		252,630		219,391		205,496		491,420		458,126
Interest Expense	28,238		27,359		56,120		53,822		29,322		26,958		85,442		80,780
Other Income, Net	10,657		14,269		21,743		26,870		10,735		13,697		32,479		40,567
Income Before Income Tax Expense	116,622		120,560		237,653		225,678		200,804		192,235		438,457		417,913
Income Tax Expense	26,888		32,639		53,906		60,607		45,864		51,640		99,769		112,247
Net Income	$	89,734	$	87,921	$	183,747	$	165,071	$	154,940	$	140,595	$	338,688	$	305,666

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,					For the Three Months Ended September 30,					For the Nine Months Ended September 30,
(Thousands of Dollars)	2019		2018			2019		2018			2019		2018			2019		2018

Net Income	$	89,734	$	87,921		$	183,747	$	165,071		$	154,940	$	140,595		$	338,688	$	305,666
Other Comprehensive Income, Net of Tax:
Changes in Funded Status of SERP Benefit Plan	1		1			2		2			1		1			3		3
Qualified Cash Flow Hedging Instruments	109		109			219		218			109		110			328		328
Changes in Unrealized Gains/(Losses) on Marketable Securities	4		(1		)	10		(5		)	2		(1		)	12		(6		)
Other Comprehensive Income, Net of Tax	114		109			231		215			112		110			343		325
Comprehensive Income	$	89,848	$	88,030		$	183,978	$	165,286		$	155,052	$	140,705		$	339,031	$	305,991

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

NSTAR ELECTRIC COMPANY AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDER'S EQUITY

(Unaudited)


	For the Six Months Ended June 30, 2019																For the Nine Months Ended September 30, 2019
	Common Stock			Capital Surplus, Paid In			Retained Earnings			Accumulated Other Comprehensive Loss				Total Common Stockholder's Equity			Common Stock					Capital Surplus, Paid In				Retained Earnings				Accumulated Other Comprehensive Loss				Total Common Stockholder's Equity
(Thousands of Dollars, Except Stock Information)	Stock	Amount				Stock				Accumulated Other Comprehensive Loss			Amount									Capital Surplus, Paid In				Retained Earnings				Accumulated Other Comprehensive Loss				Total Common Stockholder's Equity
Balance as of January 1, 2019	200	$	—	Capital Surplus, Paid In		$	Retained Earnings	1,633,442		$	2,098,091			Total Common Stockholder's Equity		$	(1,378	)	$	3,730,155	200			$	—			$	1,633,442			$	2,098,091			$	(1,378	)	$	3,730,155
Net Income							94,014							94,014												94,014								94,014
Dividends on Preferred Stock							(490		)					(490		)										(490		)						(490		)
Dividends on Common Stock							(60,600		)					(60,600		)										(60,600		)						(60,600		)
Capital Contributions from Eversource Parent				20,000										20,000								20,000												20,000
Other Comprehensive Income										117				117																117				117
Balance as of March 31, 2019	200	—		1,653,442			2,131,015			(1,261		)		3,783,196			200		—			1,653,442				2,131,015				(1,261		)		3,783,196
Net Income							89,734							89,734												89,734								89,734
Dividends on Preferred Stock							(490		)					(490		)										(490		)						(490		)
Dividends on Common Stock							(121,200		)					(121,200		)										(121,200		)						(121,200		)
Other Comprehensive Income										114				114																114				114
Balance as of June 30, 2019	200	$	—	$	1,653,442		$	2,099,059		$	(1,147	)		$	3,751,354		200		—			1,653,442				2,099,059				(1,147		)		3,751,354
Net Income																										154,940								154,940
Dividends on Preferred Stock																										(490		)						(490		)
Capital Contributions from Eversource Parent																						10,000												10,000
Other Comprehensive Income																														112				112
Balance as of September 30, 2019																	200		$	—		$	1,663,442			$	2,253,509			$	(1,035	)		$	3,915,916


	For the Six Months Ended June 30, 2018																For the Nine Months Ended September 30, 2018
	Common Stock			Capital Surplus, Paid In			Retained Earnings			Accumulated Other Comprehensive Loss				Total Common Stockholder's Equity			Common Stock					Capital Surplus, Paid In				Retained Earnings				Accumulated Other Comprehensive Loss				Total Common Stockholder's Equity
(Thousands of Dollars, Except Stock Information)	Stock	Amount				Stock				Accumulated Other Comprehensive Loss			Amount									Capital Surplus, Paid In				Retained Earnings				Accumulated Other Comprehensive Loss				Total Common Stockholder's Equity
Balance as of January 1, 2018	200	$	—	Capital Surplus, Paid In		$	Retained Earnings	1,502,942		$	1,944,961			Total Common Stockholder's Equity		$	(1,823	)	$	3,446,080	200			$	—			$	1,502,942			$	1,944,961			$	(1,823	)	$	3,446,080
Net Income							77,149							77,149												77,149								77,149
Dividends on Preferred Stock							(490		)					(490		)										(490		)						(490		)
Dividends on Common Stock							(161,000		)					(161,000		)										(161,000		)						(161,000		)
Capital Contributions from Eversource Parent				92,500										92,500								92,500												92,500
Other							1							1												1								1
Other Comprehensive Income										106				106																106				106
Balance as of March 31, 2018	200	—		1,595,442			1,860,621			(1,717		)		3,454,346			200		—			1,595,442				1,860,621				(1,717		)		3,454,346
Net Income							87,921							87,921												87,921								87,921
Dividends on Preferred Stock							(490		)					(490		)										(490		)						(490		)
Capital Contributions from Eversource Parent				8,000										8,000								8,000												8,000
Other Comprehensive Income										109				109																109				109
Balance as of June 30, 2018	200	$	—	$	1,603,442		$	1,948,052		$	(1,608	)		$	3,549,886		200		—			1,603,442				1,948,052				(1,608		)		3,549,886
Net Income																										140,595								140,595
Dividends on Preferred Stock																										(490		)						(490		)
Capital Contributions from Eversource Parent																						5,000												5,000
Other Comprehensive Income																														110				110
Balance as of September 30, 2018																	200		$	—		$	1,608,442			$	2,088,157			$	(1,498	)		$	3,695,101

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 Six Months Ended June 30,						For the Nine Months Ended September 30,
(Thousands of Dollars)	2019			2018			2019			2018

Operating Activities:
Net Income	$	183,747		$	165,071		$	338,688		$	305,666
Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
Depreciation	145,639			134,593			220,303			205,210
Deferred Income Taxes	11,603			29,238			11,080			16,203
Uncollectible Expense	11,605			11,301			18,598			20,433
Pension, SERP and PBOP Income, Net	(7,052		)	(19,785		)	(9,779		)	(15,855		)
Pension and PBOP Contributions	(3,007		)	(59,156		)	(4,910		)	(60,454		)
Regulatory Overrecoveries, Net	17,063			34,090			46,543			180,797
Amortization of Regulatory Assets, Net	45,768			18,318			73,064			35,467
Other	(36,973		)	(14,646		)	(50,685		)	(49,178		)
Changes in Current Assets and Liabilities:
Receivables and Unbilled Revenues, Net	(6,769		)	(40,073		)	(68,167		)	(155,669		)
Materials, Supplies and Inventory	49,688			45,058
Materials, Supplies and REC Inventory							24,033			29,156
Taxes Receivable/Accrued, Net	25,572			(37,268		)	66,917			42,148
Accounts Payable	(82,326		)	(17,194		)	(47,256		)	(13,178		)
Other Current Assets and Liabilities, Net	(103,054		)	(46,861		)	(31,495		)	33,543
Net Cash Flows Provided by Operating Activities	251,504			202,686			586,934			574,289

Investing Activities:
Investments in Property, Plant and Equipment	(418,571		)	(356,497		)	(636,214		)	(538,973		)
Other Investing Activities	41			31			67			46
Net Cash Flows Used in Investing Activities	(418,530		)	(356,466		)	(636,147		)	(538,927		)

Financing Activities:
Cash Dividends on Common Stock	(181,800		)	(161,000		)	(181,800		)	(161,000		)
Cash Dividends on Preferred Stock	(980		)	(980		)	(1,470		)	(1,470		)
Issuance of Long-Term Debt	400,000			—			400,000			—
Capital Contributions from Eversource Parent	20,000			100,500			30,000			105,500
Increase in Notes Payable to Eversource Parent	40,300			—			48,700			16,000
(Decrease)/Increase in Notes Payable	(115,500		)	213,810			(250,500		)	6,500
Other Financing Activities	(3,287		)	(158		)	(3,868		)	(239		)
Net Cash Flows Provided by Financing Activities	158,733			152,172
Net Decrease in Cash and Restricted Cash	(8,293		)	(1,608		)
Net Cash Flows Provided by/(Used in) Financing Activities							41,062			(34,709		)
Net (Decrease)/Increase in Cash and Restricted Cash							(8,151		)	653
Cash and Restricted Cash - Beginning of Period	14,659			14,708			14,659			14,708
Cash and Restricted Cash - End of Period	$	6,366		$	13,100		$	6,508		$	15,361

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

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(Thousands of Dollars)	As of June 30, 2019			As of December 31, 2018			As of September 30, 2019			As of December 31, 2018

ASSETS
Current Assets:
Cash	$	343		$	1,439		$	1,647		$	1,439
Receivables, Net	99,416			104,854			107,096			104,854
Accounts Receivable from Affiliated Companies	11,476			8,444			23,882			8,444
Unbilled Revenues	39,665			47,145			38,901			47,145
Taxes Receivable	6,985			25,913			1,111			25,913
Materials, Supplies and Inventory	23,280			37,504
Materials, Supplies and REC Inventory							23,960			37,504
Regulatory Assets	77,854			67,228			78,097			67,228
Special Deposits	35,017			47,498			18,526			47,498
Prepayments and Other Current Assets	17,293			17,564			2,726			17,564
Total Current Assets	311,329			357,589			295,946			357,589

Property, Plant and Equipment, Net	2,969,347			2,880,073			3,031,985			2,880,073

Deferred Debits and Other Assets:
Regulatory Assets	827,898			862,288			792,332			862,288
Other Long-Term Assets	32,428			27,406			40,890			27,406
Total Deferred Debits and Other Assets	860,326			889,694			833,222			889,694

Total Assets	$	4,141,002		$	4,127,356		$	4,161,153		$	4,127,356

LIABILITIES AND CAPITALIZATION
Current Liabilities:
Notes Payable to Eversource Parent	$	20,100		$	57,000		$	42,100		$	57,000
Long-Term Debt – Current Portion	150,000			150,000			150,000			150,000
Rate Reduction Bonds – Current Portion	43,210			52,332			43,210			52,332
Accounts Payable	103,749			111,292			89,992			111,292
Accounts Payable to Affiliated Companies	27,195			26,029			35,940			26,029
Regulatory Liabilities	54,183			55,526			54,681			55,526
Other Current Liabilities	45,414			64,046			61,260			64,046
Total Current Liabilities	443,851			516,225			477,183			516,225

Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes	496,223			481,221			500,391			481,221
Regulatory Liabilities	416,999			428,069			418,106			428,069
Accrued Pension, SERP and PBOP	107,007			124,457			88,492			124,457
Other Long-Term Liabilities	33,584			36,339			33,454			36,339
Total Deferred Credits and Other Liabilities	1,053,813			1,070,086			1,040,443			1,070,086

Long-Term Debt	951,834			655,173			951,471			655,173

Rate Reduction Bonds	561,727			583,331			540,122			583,331

Common Stockholder's Equity:
Common Stock	—			—			—			—
Capital Surplus, Paid In	678,134			678,134			678,134			678,134
Retained Earnings	453,891			627,258			475,770			627,258
Accumulated Other Comprehensive Loss	(2,248		)	(2,851		)	(1,970		)	(2,851		)
Common Stockholder's Equity	1,129,777			1,302,541			1,151,934			1,302,541

Commitments and Contingencies (Note 9)

Total Liabilities and Capitalization	$	4,141,002		$	4,127,356		$	4,161,153		$	4,127,356

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

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,				For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(Thousands of Dollars)	2019		2018		2019		2018		2019		2018		2019		2018

Operating Revenues	$	240,900	$	235,146	$	517,335	$	502,497	$	280,431	$	290,203	$	797,766	$	792,700

Operating Expenses:
Purchased Power, Fuel and Transmission	85,768		83,494		199,299		193,212		101,381		100,763		300,680		293,975
Operations and Maintenance	52,729		46,487		105,359		97,867		50,838		55,429		156,197		153,296
Depreciation	23,261		22,808		46,180		46,301		23,539		23,223		69,720		69,524
Amortization of Regulatory Assets, Net	5,857		8,926		19,523		13,961		20,421		27,357		39,944		41,318
Energy Efficiency Programs	6,215		4,674		12,929		9,831		7,300		5,863		20,229		15,694
Taxes Other Than Income Taxes	20,725		21,879		38,037		38,680		12,487		21,095		50,523		59,775
Total Operating Expenses	194,555		188,268		421,327		399,852		215,966		233,730		637,293		633,582
Operating Income	46,345		46,878		96,008		102,645		64,465		56,473		160,473		159,118
Interest Expense	13,909		14,612		28,276		27,386		16,378		16,593		44,654		43,977
Other Income, Net	2,984		3,409		10,006		8,159		4,634		16,095		14,640		24,253
Income Before Income Tax Expense	35,420		35,675		77,738		83,418		52,721		55,975		130,459		139,394
Income Tax Expense	8,568		9,896		18,104		22,547		11,842		15,309		29,947		37,857
Net Income	$	26,852	$	25,779	$	59,634	$	60,871	$	40,879	$	40,666	$	100,512	$	101,537

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,					For the Three Months Ended September 30,					For the Nine Months Ended September 30,
(Thousands of Dollars)	2019		2018			2019		2018			2019		2018			2019		2018

Net Income	$	26,852	$	25,779		$	59,634	$	60,871		$	40,879	$	40,666		$	100,512	$	101,537
Other Comprehensive Income, Net of Tax:
Qualified Cash Flow Hedging Instruments	269		277			538		567			268		268			806		835
Changes in Unrealized Gains/(Losses) on Marketable Securities	27		(8		)	65		(29		)	10		(7		)	75		(36		)
Other Comprehensive Income, Net of Tax	296		269			603		538			278		261			881		799
Comprehensive Income	$	27,148	$	26,048		$	60,237	$	61,409		$	41,157	$	40,927		$	101,393	$	102,336

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

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDER'S EQUITY

(Unaudited)


	For the Six Months Ended June 30, 2019																For the Nine Months Ended September 30, 2019
	Common Stock			Capital Surplus, Paid In			Retained Earnings			Accumulated Other Comprehensive Loss				Total Common Stockholder's Equity			Common Stock					Capital Surplus, Paid In				Retained Earnings				Accumulated Other Comprehensive Loss				Total Common Stockholder's Equity
(Thousands of Dollars, Except Stock Information)	Stock	Amount				Stock				Accumulated Other Comprehensive Loss			Amount									Capital Surplus, Paid In				Retained Earnings				Accumulated Other Comprehensive Loss				Total Common Stockholder's Equity
Balance as of January 1, 2019	301	$	—	Capital Surplus, Paid In		$	Retained Earnings	678,134		$	627,258			Total Common Stockholder's Equity		$	(2,851	)	$	1,302,541	301			$	—			$	678,134			$	627,258			$	(2,851	)	$	1,302,541
Net Income							32,781							32,781												32,781								32,781
Dividends on Common Stock							(19,000		)					(19,000		)										(19,000		)						(19,000		)
Other Comprehensive Income										307				307																307				307
Balance as of March 31, 2019	301	—		678,134			641,039			(2,544		)		1,316,629			301		—			678,134				641,039				(2,544		)		1,316,629
Net Income							26,852							26,852												26,852								26,852
Dividends on Common Stock							(214,000		)					(214,000		)										(214,000		)						(214,000		)
Other Comprehensive Income										296				296																296				296
Balance as of June 30, 2019	301	$	—	$	678,134		$	453,891		$	(2,248	)		$	1,129,777		301		—			678,134				453,891				(2,248		)		1,129,777
Net Income																										40,879								40,879
Dividends on Common Stock																										(19,000		)						(19,000		)
Other Comprehensive Income																														278				278
Balance as of September 30, 2019																	301		$	—		$	678,134			$	475,770			$	(1,970	)		$	1,151,934


	For the Six Months Ended June 30, 2018																	For the Nine Months Ended September 30, 2018
	Common Stock			Capital Surplus, Paid In				Retained Earnings			Accumulated Other Comprehensive Loss				Total Common Stockholder's Equity			Common Stock					Capital Surplus, Paid In				Retained Earnings				Accumulated Other Comprehensive Loss				Total Common Stockholder's Equity
(Thousands of Dollars, Except Stock Information)	Stock	Amount					Stock				Accumulated Other Comprehensive Loss			Amount									Capital Surplus, Paid In				Retained Earnings				Accumulated Other Comprehensive Loss				Total Common Stockholder's Equity
Balance as of January 1, 2018	301	$	—	Capital Surplus, Paid In			$	Retained Earnings	843,134		$	511,382			Total Common Stockholder's Equity		$	(3,922	)	$	1,350,594	301			$	—			$	843,134			$	511,382			$	(3,922	)	$	1,350,594
Net Income								35,093							35,093												35,093								35,093
Other Comprehensive Income											269				269																269				269
Balance as of March 31, 2018	301	—		843,134				546,475			(3,653		)		1,385,956			301		—			843,134				546,475				(3,653		)		1,385,956
Net Income								25,779							25,779												25,779								25,779
Capital Contributions from Eversource Parent				225,000											225,000								225,000												225,000
Return of Capital				(530,000		)									(530,000		)						(530,000		)										(530,000		)
Other								(1		)					(1		)										(1		)						(1		)
Other Comprehensive Income											269				269																269				269
Balance as of June 30, 2018	301	$	—	$	538,134			$	572,253		$	(3,384	)		$	1,107,003		301		—			538,134				572,253				(3,384		)		1,107,003
Net Income																											40,666								40,666
Other Comprehensive Income																															261				261
Balance as of September 30, 2018																		301		$	—		$	538,134			$	612,919			$	(3,123	)		$	1,147,930

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

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Six Months Ended June 30,						For the Nine Months Ended September 30,
(Thousands of Dollars)	2019			2018			2019			2018

Operating Activities:
Net Income	$	59,634		$	60,871		$	100,512		$	101,537
Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
Depreciation	46,180			46,301			69,720			69,524
Deferred Income Taxes	12,030			41,981			12,960			11,473
Uncollectible Expense							4,977			4,865
Regulatory Underrecoveries, Net	(29,377		)	(29,816		)	(13,347		)	(19,764		)
Amortization of Regulatory Assets, Net	19,523			13,961			39,944			41,318
Pension, SERP and PBOP Expense							683			1,106
Pension Contributions							(15,400		)	—
Other	(7,381		)	(3,428		)	(23,865		)	(9,075		)
Changes in Current Assets and Liabilities:
Receivables and Unbilled Revenues, Net	7,658			(10,510		)	(13,498		)	(32,819		)
Materials, Supplies and Inventory	14,225			21,803
Materials, Supplies and REC Inventory							13,545			14,555
Taxes Receivable/Accrued, Net	18,029			(15,475		)	31,909			10,929
Accounts Payable	(1,159		)	(4,843		)	(12,100		)	(3,828		)
Other Current Assets and Liabilities, Net	(17,620		)	(8,050		)	6,754			27,844
Net Cash Flows Provided by Operating Activities	121,742			112,795			202,794			217,665

Investing Activities:
Investments in Property, Plant and Equipment	(132,791		)	(149,925		)	(209,031		)	(236,206		)
Proceeds from the Sale of Generation Assets	—			116,809			—			193,924
Other Investing Activities	743			243			904			5,149
Net Cash Flows Used in Investing Activities	(132,048		)	(32,873		)	(208,127		)	(37,133		)

Financing Activities:
Cash Dividends on Common Stock	(233,000		)	(150,000		)	(252,000		)	(150,000		)
Capital Contributions from Eversource Parent	—			225,000			—			225,000
Return of Capital	—			(530,000		)	—			(530,000		)
Issuance of Long-Term Debt	300,000			—			300,000			—
Retirement of Long-Term Debt	—			(110,000		)	—			(110,000		)
Issuance of Rate Reduction Bonds	—			635,663			—			635,663
Repayment of Rate Reduction Bonds	(30,727		)	—			(52,332		)	—
Decrease in Notes Payable to Eversource Parent	(36,900		)	(144,200		)	(14,900		)	(216,300		)
Other Financing Activities	(2,703		)	(75		)	(4,146		)	1,080
Net Cash Flows Used in Financing Activities	(3,330		)	(73,612		)	(23,378		)	(144,557		)
Net (Decrease)/Increase in Cash and Restricted Cash	(13,636		)	6,310			(28,711		)	35,975
Cash and Restricted Cash - Beginning of Period	52,723			2,191			52,723			2,191
Cash and Restricted Cash - End of Period	$	39,087		$	8,501		$	24,012		$	38,166

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

EVERSOURCE ENERGY AND SUBSIDIARIES

THE CONNECTICUT LIGHT AND POWER COMPANY

NSTAR ELECTRIC COMPANY AND SUBSIDIARY

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES

COMBINED NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Basis of Presentation

Eversource Energy is a public utility holding company primarily engaged, through its wholly-owned regulated utility subsidiaries, in the energy delivery business. Eversource Energy's wholly-owned regulated utility subsidiaries consist of CL&P, NSTAR Electric and PSNH (electric utilities), Yankee Gas and NSTAR Gas (natural gas utilities) and Aquarion (water utilities). Eversource provides energy delivery and/or water service to approximately ~~four million~~4000000 electric, natural gas and water customers through ~~eight~~8 regulated utilities in Connecticut, Massachusetts and New Hampshire.

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 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 2018 Form 10-K, which was filed with the SEC on February 26, 2019. 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 and PSNH's financial position as of ~~June~~September 30, 2019 and December 31, 2018, and the results of operations, comprehensive income and common shareholders' equity for the three and ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, and the cash flows for the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018. The results of operations and comprehensive income for the three and ~~six~~nine months ended ~~June~~September 30, 2019 and 2018 and the cash flows for the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018 are not necessarily indicative of the results expected for a full year.

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

Eversource's utility subsidiaries' electric, natural gas and water distribution 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 June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326), which provides a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. Under the new guidance, immediate recognition of all credit losses expected over the life of a financial instrument is required. The ~~new standard also revises the other-than-temporary impairment model for available-for-sale debt securities. The~~ standard is effective January 1, 2020 and requires a modified retrospective ~~transition approach~~method through a ~~cumulative-effect~~cumulative effect adjustment to retained earnings. The Company is assessing the impacts of this standard on the accounting for credit losses on its financial instruments, including accounts ~~receivable.~~receivable, and does not expect it to have a material impact on the financial statements.

Accounting Standards Recently Adopted: On January 1, 2019, the Company adopted ASU 2016-02, Leases (Topic 842), which amended existing lease accounting guidance. The Company applied the Topic 842 lease criteria to new leases and lease renewals entered into effective on or after January 1, 2019. The ASU required balance sheet recognition of leases deemed to be operating leases as well as additional disclosure requirements. The recognition, measurement and presentation of expenses and cash flows were not significantly changed.

The Company also adopted the modified retrospective transition method allowed in ASU 2018-11, Leases (Topic 842) - Targeted Improvements, which allowed the Company to adopt the new leases standard as of January 1, 2019, with prior periods presented in the financial statements continuing to follow existing lease accounting guidance under Topic 840 (Leases) in the accounting literature. Implementation of ASU 2018-11 had no effect on retained earnings, and the requirements of the new lease standard (Topic 842) are reflected in the 2019 financial statements and footnotes.

The Company elected the practical expedient package whereby it did not need to reassess whether or not an existing contract is or contains a lease or whether a lease is an operating or capital lease, and it did not need to reassess initial direct costs for leases. Election of this practical expedient allowed us to carry forward our historical lease classifications. The Company elected the practical expedient to not reevaluate land easements existing at adoption if they were not previously accounted for as leases. The Company also elected to use the discount rate as of the January 1, 2019 implementation date to discount its operating lease liabilities. The Company did not elect the hindsight practical expedient to determine the lease term for existing leases.

The Company determined the impact the ASUs had on its financial statements by reviewing its lease population and identifying lease data needed for the disclosure requirements. The Company implemented a new lease accounting system in 2019 to ensure ongoing compliance with the ASU’s requirements. Adoption of the new standard resulted in the recording of operating lease liabilities and right-of-use assets on the balance sheet upon transition at January 1, 2019 of $58.0 million at Eversource, $25.3 million at NSTAR Electric, $0.6 million at CL&P, and $0.6 million at PSNH. Implementation of the new guidance did not have an impact on each company’s results of operations or cash flows.

C. Impairment of Northern Pass Transmission

Northern Pass iswas Eversource's planned 1,090 MW HVDC transmission line that would interconnect from the Québec-New Hampshire border to Franklin, New Hampshire and an associated alternating current radial transmission line between Franklin and Deerfield, New Hampshire.

~~On March 30, 2018, the New Hampshire Site Evaluation Committee (“NHSEC”), one~~As a result of ~~the state regulatory agencies~~a final decision received on July 19, 2019 from which Northern Pass was required to obtain a siting permit, issued a written decision denying Northern Pass’ siting application. In the first quarter of 2018, Eversource conducted an impairment review of the Northern Pass project and concluded, at that time, that the recorded amount of project costs was recoverable. On July 12, 2018, the NHSEC issued a written decision denying Northern Pass’ April 2018 motion for rehearing, and on October 12, 2018, the New Hampshire Supreme Court, ~~accepted an appeal filed by Northern Pass that alleged that~~whereby the ~~NHSEC failed to follow applicable law in its review of the project. On July 19, 2019, the New Hampshire Supreme Court~~court issued a decision denying Northern Pass’ appeal and affirming the NHSEC’s evaluation and decision that denied Northern Pass’ siting ~~application.~~

~~Eversource evaluated the impact of the New Hampshire Supreme Court decision~~application on ~~the probability of construction and operation of Northern Pass.~~NPT, Eversource concluded that construction of ~~the project~~NPT was no longer ~~probable and that~~probable. As a result, substantially all of the capitalized project costs, which totaled $318 million, certain of which are subject to cost reimbursement agreements, were impaired. Eversource concluded that the New Hampshire Supreme Court decision is a subsequent event that required recognition in the financial statements as of and for the three and six months ended June 30, 2019.

Based on the conclusion that the construction of Northern Pass was not probable, Eversource recorded an impairment charge in the second quarter of 2019 for all of the project costs associated with Northern Pass, which were primarily engineering design, siting, permitting and legal costs, along with appropriate allowances for funds used during construction, and recognized a receivable for certain cost reimbursement agreements. Additionally, Eversource recorded an impairment charge associated with the land acquired to construct Northern Pass in order to recognize the land at its estimated fair value based on assessed values and transaction costs. In total, this resulted in a pre-tax impairment charge of $239.6 million within Operating Income on the statement of income for the ~~three and six~~nine months ended ~~June~~September 30, 2019, and was reflected in the Electric Transmission segment. The after-tax impact of the second quarter impairment charge was $204.4 million, or $0.64 per share, after giving effect to the estimated fair value of the related land, reimbursement agreements, and the impact of expected income tax benefits associated with the impairment charge. Eversource does not expect any significant estimated future cash expenditures associated with this impairment charge.

D. Provision for Uncollectible Accounts

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

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

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


	Total Provision for Uncollectible Accounts				Provision for Uncollectible Hardship Accounts				Total Provision for Uncollectible Accounts				Provision for Uncollectible Hardship Accounts
(Millions of Dollars)	As of June 30, 2019		As of December 31, 2018		As of June 30, 2019		As of December 31, 2018		As of September 30, 2019		As of December 31, 2018		As of September 30, 2019		As of December 31, 2018
Eversource	$	226.4	$	212.7	$	137.9	$	131.5	$	225.5	$	212.7	$	146.5	$	131.5
CL&P	88.7		88.0		70.9		71.9		94.1		88.0		77.8		71.9
NSTAR Electric	81.8		74.5		47.7		42.5		80.7		74.5		49.4		42.5
PSNH	11.2		11.1		—		—		10.6		11.1		—		—

Uncollectible expense associated with customers' accounts receivable included in Operations and Maintenance expense on the statements of income is as follows:


	For the Three Months Ended				For the Six Months Ended				For the Three Months Ended				For the Nine Months Ended
(Millions of Dollars)	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018		September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
Eversource	$	13.0	$	9.5	$	31.5	$	29.3	$	14.9	$	21.5	$	46.4	$	50.7
CL&P	3.5		3.8		7.6		7.7		4.5		4.4		12.1		12.1
NSTAR Electric	5.7		3.8		11.6		11.3		7.0		9.1		18.6		20.4
PSNH	1.4		1.5		3.1		3.2		1.8		1.6		5.0		4.9

E. Fair Value Measurements

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

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

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

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

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

Uncategorized - Investments that are measured at net asset value are not categorized within the fair value hierarchy.

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 11, "Fair Value of Financial Instruments," to the financial statements.

F. Investments in Unconsolidated Affiliates

Investments in Offshore Wind Business: Eversource's offshore wind business includes ownership interests in North East Offshore and Bay State Wind, which ~~collectively~~together hold power purchase agreements and contracts for the Revolution Wind, ~~and~~ South Fork Wind ~~projects~~ and ~~are in process of negotiating a power purchase agreement for the~~ Sunrise Wind ~~project.~~projects. Eversource's offshore wind projects are being developed in joint and equal partnership with Ørsted.

On February 8, 2019, Eversource and Ørsted entered into ~~a 50-50~~an equal partnership ~~for~~to acquire key offshore wind assets in the ~~Northeast.~~Northeast, where Eversource owns 50 percent of these assets. Eversource's initial payment and contribution under the terms of the partnership agreements totaled approximately $225 million for a 50 percent ownership interest in North East Offshore, which holds the Revolution Wind and South Fork Wind ~~power~~ projects, as well as a 257 square-mile lease off the coasts of Massachusetts and Rhode Island. Eversource also has a 50 percent ownership interest in Bay State Wind, which holds the Sunrise Wind ~~power~~ project. These equity investments are included in long-term assets on the balance sheet, and earnings impacts are included in Other Income, Net on the statement of income. As of ~~June~~September 30, 2019, Eversource's total equity investment balance in its offshore wind business was ~~$499.5~~$637.2 million. In ~~July~~the third quarter of 2019, Eversource made an additional capital ~~contribution~~contributions of ~~$54.9~~$133.6 million.

G. Other Income, Net

The components of Other Income, Net on the statements of income were as follows:


	For the Three Months Ended																					For the Three Months Ended
	June 30, 2019												June 30, 2018									September 30, 2019												September 30, 2018
(Millions of Dollars)	Eversource			CL&P			NSTAR Electric			PSNH			Eversource			CL&P		NSTAR Electric		PSNH		Eversource			CL&P			NSTAR Electric			PSNH			Eversource			CL&P		NSTAR Electric			PSNH
Pension, SERP and PBOP Non-Service Income/(Expense) Components	$	5.8		$	(0.9	)	$	5.4		$	1.5		$	14.6		$	2.4	$	9.5	$	2.1
Pension, SERP and PBOP Non-Service Income Components																						$	10.1		$	1.7		$	5.6		$	1.4		$	14.8		$	2.0	$	9.0		$	2.0
AFUDC Equity	13.1			3.2			5.1			0.9			10.9			3.3		3.9		—		10.5			3.6			5.6			1.0			12.0			3.3		4.2			—
Equity in Earnings ⁽¹⁾	25.9			0.1			0.2			—			22.9			—		0.4		—
Equity in Earnings/(Loss) and Impairment of Unconsolidated Affiliates ⁽¹⁾																						6.1			—			0.2			—			(27.9		)	—		0.2			—
Investment Income/(Loss)	(0.6		)	(0.1		)	(0.3		)	(0.1		)	(0.3		)	0.4		0.3		—		(2.8		)	(0.8		)	(0.9		)	(0.3		)	1.8			0.7		(0.4		)	0.1
Interest Income	1.3			0.5			0.2			0.7			1.9			1.0		0.2		1.3
Interest Income ⁽²⁾																						2.9			0.3			0.1			2.5			10.8			0.9		0.2			9.6
Gain on Sale of Property																						—			—			—			—			5.0			—		0.5			4.4
Other	0.4			0.1			0.1			—			0.1			—		—		—		0.2			—			0.1			—			0.2			0.2		—			—
Total Other Income, Net	$	45.9		$	2.9		$	10.7		$	3.0		$	50.1		$	7.1	$	14.3	$	3.4	$	27.0		$	4.8		$	10.7		$	4.6		$	16.7		$	7.1	$	13.7		$	16.1

																						For the Nine Months Ended
	For the Six Months Ended																					September 30, 2019												September 30, 2018
	June 30, 2019												June 30, 2018
(Millions of Dollars)	Eversource			CL&P			NSTAR Electric			PSNH			Eversource			CL&P		NSTAR Electric		PSNH		Eversource			CL&P			NSTAR Electric			PSNH			Eversource			CL&P		NSTAR Electric			PSNH
Pension, SERP and PBOP Non-Service Income/(Expense) Components	$	13.1		$	(1.6	)	$	12.4		$	2.0		$	29.8		$	5.3	$	17.9	$	4.4
Pension, SERP and PBOP Non-Service Income Components																						$	23.2		$	0.1		$	18.0		$	3.5		$	44.6		$	7.3	$	26.8		$	6.4
AFUDC Equity	24.1			5.8			9.1			1.1			20.6			6.1		7.3		—		34.5			9.4			14.7			2.1			32.6			9.4		11.5			—
Equity in Earnings ⁽¹⁾	30.9			0.1			0.4			—			27.5			—		0.4		—
Equity in Earnings/(Loss) and Impairment of Unconsolidated Affiliates ⁽¹⁾																						37.0			0.2			0.6			—			(0.4		)	—		0.6			—
Investment Income/(Loss)	0.6			1.7			(0.6		)	0.2			0.4			0.2		0.9		0.1		(2.3		)	0.9			(1.5		)	—			2.2			0.9		0.6			0.2
Interest Income ⁽²⁾	7.8			0.8			0.4			6.6			5.4			2.0		0.4		3.7		10.8			1.1			0.5			9.0			16.2			2.9		0.6			13.3
Gain on Sale of Property																						0.2			—			—			—			5.0			—		0.5			4.4
Other	0.4			(0.1		)	—			0.1			0.2			—		—		—		0.4			(0.1		)	0.2			—			0.5			0.2		—			—
Total Other Income, Net	$	76.9		$	6.7		$	21.7		$	10.0		$	83.9		$	13.6	$	26.9	$	8.2	$	103.8		$	11.6		$	32.5		$	14.6		$	100.7		$	20.7	$	40.6		$	24.3

⁽¹⁾~~Equity~~For the three and nine months ended September 30, 2018, equity in earnings/(loss) and impairment of unconsolidated affiliates includes an other-than-temporary impairment of $32.9 million of the Access Northeast project investment.For the nine months ended September 30, 2019 and 2018, equity in earnings includes $20.4 million and $17.6 million, respectively, of unrealized gains associated with an investment in a renewable energy ~~fund for both the three and six months ended June 30, 2019. For both the three and six months ended June 30, 2018, unrealized gains on this investment totaled $17.6 million.~~fund.

⁽²⁾~~See~~For the nine months ended September 30, 2019, see Note 2, "Regulatory ~~Accounting"~~Accounting," for further information on $5.2 million of interest income recognized in 2019 for the equity return component of carrying charges on storm costs at PSNH. For the three and nine months ended September 30, 2018, PSNH recognized $8.7 million for the equity return component of carrying charges on storm costs incurred from August 2011 through March 2013.

H. Other Taxes

Eversource's companies that serve customers in Connecticut collect gross receipts taxes levied by the state of Connecticut from their customers. These gross receipts taxes are recorded 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				For the Three Months Ended				For the Nine Months Ended
(Millions of Dollars)	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018		September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
Eversource	$	36.4	$	35.6	$	81.4	$	79.0	$	42.6	$	43.5	$	124.0	$	122.5
CL&P	31.8		31.5		68.0		67.1		39.8		40.6		107.8		107.7

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.

Separate from above ~~are~~were amounts recorded as Taxes Other ~~than~~Than Income Taxes related to the ~~future~~ remittance to the State of Connecticut of energy efficiency funds collected from customers in Operating Revenues. These amounts ~~are~~were $21.4 million for the nine months ended September 30, 2019, and $10.7 million and ~~$21.4~~$36.1 million for the three and ~~six~~nine months ended ~~June 30, 2019, respectively, and $12.7 million and $25.4 million for the three and six months ended June~~September 30, 2018, respectively. Energy efficiency funds collected from customers after July 1, 2019 are no longer subject to remittance to the State of Connecticut. These amounts ~~are~~were recorded separately, with collections in Operating Revenues and with payments in Taxes Other ~~than~~Than Income Taxes on the Eversource and CL&P statements of income.

I. Supplemental Cash Flow Information

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


(Millions of Dollars)	As of June 30, 2019		As of June 30, 2018		As of September 30, 2019		As of September 30, 2018
Eversource	$	323.7	$	305.7	$	317.8	$	303.7
CL&P	114.0		110.9		107.6		103.0
NSTAR Electric	85.2		71.1		79.0		62.5
PSNH	29.9		46.6		35.8		48.3

Beginning in 2019, Eversource began issuing treasury shares to satisfy awards under the Company's incentive plans, shares issued under the dividend reinvestment and share purchase plan, and matching contributions under the Eversource 401k Plan. The issuance of treasury shares represents a non-cash transaction, as the treasury shares were used to fulfill Eversource's obligations that require the issuance of common shares.

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


	As of June 30, 2019								As of December 31, 2018								As of September 30, 2019								As of December 31, 2018
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
Cash as reported on the Balance Sheets	$	20.6	$	2.2	$	0.2	$	0.3	$	108.1	$	87.7	$	1.6	$	1.4	$	22.7	$	9.3	$	0.3	$	1.6	$	108.1	$	87.7	$	1.6	$	1.4
Restricted cash included in:
Prepayments and Other Current Assets	54.1		4.6		6.1		35.0		72.1		3.5		13.0		47.5		37.7		4.6		6.1		18.5		72.1		3.5		13.0		47.5
Marketable Securities	20.5		0.3		0.1		0.6		25.9		0.4		0.1		0.6		19.6		0.4		0.1		0.7		25.9		0.4		0.1		0.6
Other Long-Term Assets	72.0		—		—		3.2		3.2		—		—		3.2		71.9		—		—		3.2		3.2		—		—		3.2
Cash and Restricted Cash reported on the Statements of Cash Flows	$	167.2	$	7.1	$	6.4	$	39.1	$	209.3	$	91.6	$	14.7	$	52.7	$	151.9	$	14.3	$	6.5	$	24.0	$	209.3	$	91.6	$	14.7	$	52.7

Restricted cash included in Prepayments and Other Current Assets primarily represents cash collections related to the PSNH RRB customer charges that are held in trust, and required ISO-NE cash deposits. Restricted cash included in Marketable Securities represents money market funds held in trusts to fund certain non-qualified executive benefits and restricted trusts to fund CYAPC and YAEC's spent nuclear fuel storage facilities obligations. Restricted cash included in Other Long-Term Assets at Eversource primarily relates to DOE Phase IV damages proceeds received at CYAPC and YAEC in the second quarter of 2019. See Note 9D, "Commitments and Contingencies - Spent Nuclear Fuel Obligations - Yankee Companies," for further information.

2. REGULATORY ACCOUNTING

Eversource's utility companies are subject to rate regulation that is based on cost recovery and meets the criteria for application of accounting guidance for rate-regulated operations, which considers the effect of regulation on the timing of the recognition of certain revenues and expenses. The regulated 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.

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


	As of June 30, 2019								As of December 31, 2018								As of September 30, 2019								As of December 31, 2018
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
Benefit Costs	$	1,870.5	$	407.4	$	554.8	$	151.1	$	1,914.8	$	424.7	$	544.4	$	169.6	$	1,835.1	$	400.5	$	542.8	$	148.5	$	1,914.8	$	424.7	$	544.4	$	169.6
Income Taxes, Net	702.6		456.5		104.1		10.1		728.6		454.4		105.9		8.3		713.4		460.2		108.6		11.4		728.6		454.4		105.9		8.3
Securitized Stranded Costs	586.9		—		—		586.9		608.4		—		—		608.4		576.1		—		—		576.1		608.4		—		—		608.4
Storm Restoration Costs, Net	536.7		279.6		191.2		65.9		576.0		302.6		212.9		60.5		508.9		258.9		190.2		59.8		576.0		302.6		212.9		60.5
Regulatory Tracker Mechanisms	289.0		60.3		138.2		70.6		316.0		33.2		169.1		67.3		282.7		56.5		121.1		58.1		316.0		33.2		169.1		67.3
Derivative Liabilities	347.9		345.4		—		—		356.5		356.5		—		—		345.8		342.3		—		—		356.5		356.5		—		—
Goodwill-related	340.0		—		291.9		—		348.4		—		299.1		—		335.7		—		288.3		—		348.4		—		299.1		—
Asset Retirement Obligations	97.1		33.3		48.3		3.5		89.2		32.3		42.2		3.3		101.3		33.8		51.7		3.5		89.2		32.3		42.2		3.3
Other Regulatory Assets	148.8		26.0		60.5		17.7		208.0		27.0		64.6		12.1		131.8		25.6		57.6		13.0		208.0		27.0		64.6		12.1
Total Regulatory Assets	4,919.5		1,608.5		1,389.0		905.8		5,145.9		1,630.7		1,438.2		929.5		4,830.8		1,577.8		1,360.3		870.4		5,145.9		1,630.7		1,438.2		929.5
Less: Current Portion	515.3		175.7		210.0		77.9		514.8		125.2		241.7		67.2		538.2		173.3		201.2		78.1		514.8		125.2		241.7		67.2
Total Long-Term Regulatory Assets	$	4,404.2	$	1,432.8	$	1,179.0	$	827.9	$	4,631.1	$	1,505.5	$	1,196.5	$	862.3	$	4,292.6	$	1,404.5	$	1,159.1	$	792.3	$	4,631.1	$	1,505.5	$	1,196.5	$	862.3

Storm Filings: On November 16, 2018, CL&P filed for recovery of $153 million of storm costs incurred from October 2017 through May 2018, with recovery over six years to begin May 1, 2019. Through the course of the proceeding, CL&P updated its request to $145.5 million to reflect final invoicing and capitalization amounts. On April 17, 2019, PURA authorized recovery of $141.0 million as part of storm cost recovery and the remainder to be recorded to plant or other balance sheet accounts. ~~All approved amounts will be fully recoverable through specific mechanisms or through future rate cases.~~CL&P began recovery of the $141.0 million in distribution rates effective May 1, 2019.

On March 26, 2019, the NHPUC approved the recovery of $38.1 million, plus carrying charges, of storm costs incurred from December 2013 through April 2016 and the transfer of funding from PSNH’s major storm reserve to recover those costs. The costs of these storms (excluding the equity return component of the carrying charges) were deferred as regulatory assets, and the funding reserve collected from customers was accrued as a regulatory liability. As a result of the duration of time between incurring storm costs in December 2013 through April 2016 and final approval from the NHPUC in 2019, PSNH recognized $5.2 million (pre-tax) for the equity return component of the carrying charges within Other Income, Net on the statement of income in the first quarter of 2019, which has been collected from customers. Also included in the March 26, 2019 NHPUC approval is a prospective requirement for PSNH to annually net its storm funding reserve collected from customers against deferred storm costs.

In addition, on June 27, 2019, the NHPUC approved a temporary rate settlement that permits PSNH to recover approximately $68.5 million in unrecovered storm costs over a five-year period beginning August 1, 2019, with debt carrying charges.

Regulatory Costs in Long-Term Assets: Eversource's regulated companies had ~~$142.0~~$144.3 million (including ~~$43.6~~$44.7 million for CL&P, ~~$61.4~~$61.5 million for NSTAR Electric and ~~$15.3~~$17.8 million for PSNH) and $122.9 million (including $42.1 million for CL&P, $49.3 million for NSTAR Electric and $12.2 million for PSNH) of additional regulatory costs as of ~~June~~September 30, 2019 and December 31, 2018, respectively, that were included in 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:


	As of June 30, 2019								As of December 31, 2018								As of September 30, 2019								As of December 31, 2018
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
EDIT due to Tax Cuts and Jobs Act	$	2,860.7	$	1,028.7	$	1,090.0	$	395.4	$	2,883.0	$	1,031.0	$	1,103.7	$	396.4	$	2,846.9	$	1,025.7	$	1,083.2	$	394.0	$	2,883.0	$	1,031.0	$	1,103.7	$	396.4
Cost of Removal	544.9		51.0		319.4		21.4		521.0		39.9		307.1		22.1		552.0		56.3		325.2		20.5		521.0		39.9		307.1		22.1
Benefit Costs	83.8		—		70.9		—		91.2		—		76.9		—		79.7		—		67.4		—		91.2		—		76.9		—
Regulatory Tracker Mechanisms	333.3		110.0		141.9		31.2		309.0		89.5		163.7		48.3		404.3		169.7		167.9		43.3		309.0		89.5		163.7		48.3
AFUDC - Transmission	71.7		46.7		25.0		—		70.7		47.4		23.3		—		72.6		46.4		26.2		—		70.7		47.4		23.3		—
Revenue Subject to Refund due to Tax Cuts and Jobs Act	29.2		—		—		19.1		24.6		—		—		12.6		18.3		—		—		9.0		24.6		—		—		12.6
Other Regulatory Liabilities	96.1		29.4		38.6		4.1		80.2		24.0		29.2		4.2		111.9		29.9		49.1		6.0		80.2		24.0		29.2		4.2
Total Regulatory Liabilities	4,019.7		1,265.8		1,685.8		471.2		3,979.7		1,231.8		1,703.9		483.6		4,085.7		1,328.0		1,719.0		472.8		3,979.7		1,231.8		1,703.9		483.6
Less: Current Portion	379.9		112.4		171.0		54.2		370.2		109.6		190.6		55.5		441.2		168.1		199.4		54.7		370.2		109.6		190.6		55.5
Total Long-Term Regulatory Liabilities	$	3,639.8	$	1,153.4	$	1,514.8	$	417.0	$	3,609.5	$	1,122.2	$	1,513.3	$	428.1	$	3,644.5	$	1,159.9	$	1,519.6	$	418.1	$	3,609.5	$	1,122.2	$	1,513.3	$	428.1

3. PROPERTY, PLANT AND EQUIPMENT AND ACCUMULATED DEPRECIATION

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


Eversource	As of June 30, 2019			As of December 31, 2018			As of September 30, 2019			As of December 31, 2018
(Millions of Dollars)
Distribution - Electric	$	15,472.1		$	15,071.1		$	15,737.6		$	15,071.1
Distribution - Natural Gas	3,632.9			3,546.2			3,723.7			3,546.2
Transmission - Electric	10,449.5			10,153.9			10,570.6			10,153.9
Distribution - Water	1,664.1			1,639.8			1,686.3			1,639.8
Solar	196.9			164.1			199.2			164.1
Utility	31,415.5			30,575.1			31,917.4			30,575.1
Other ⁽¹⁾	882.4			778.6			935.2			778.6
Property, Plant and Equipment, Gross	32,297.9			31,353.7			32,852.6			31,353.7
Less: Accumulated Depreciation
Utility	(7,357.9		)	(7,126.2		)	(7,417.6		)	(7,126.2		)
Other	(363.1		)	(336.7		)	(375.1		)	(336.7		)
Total Accumulated Depreciation	(7,721.0		)	(7,462.9		)	(7,792.7		)	(7,462.9		)
Property, Plant and Equipment, Net	24,576.9			23,890.8			25,059.9			23,890.8
Construction Work in Progress	1,727.5			1,719.6			1,852.0			1,719.6
Total Property, Plant and Equipment, Net	$	26,304.4		$	25,610.4		$	26,911.9		$	25,610.4


	As of June 30, 2019									As of December 31, 2018									As of September 30, 2019									As of December 31, 2018
(Millions of Dollars)	CL&P			NSTAR Electric			PSNH			CL&P			NSTAR Electric			PSNH			CL&P			NSTAR Electric			PSNH			CL&P			NSTAR Electric			PSNH
Distribution - Electric	$	6,352.8		$	6,921.3		$	2,238.3		$	6,176.4		$	6,756.4		$	2,178.6		$	6,417.9		$	7,102.3		$	2,257.7		$	6,176.4		$	6,756.4		$	2,178.6
Transmission - Electric	4,880.6			4,148.8			1,415.2			4,700.5			4,065.9			1,338.7			4,938.5			4,186.6			1,440.7			4,700.5			4,065.9			1,338.7
Solar	—			196.9			—			—			164.1			—			—			199.2			—			—			164.1			—
Property, Plant and Equipment, Gross	11,233.4			11,267.0			3,653.5			10,876.9			10,986.4			3,517.3			11,356.4			11,488.1			3,698.4			10,876.9			10,986.4			3,517.3
Less: Accumulated Depreciation	(2,352.2		)	(2,814.9		)	(806.4		)	(2,302.6		)	(2,702.0		)	(772.9		)	(2,370.6		)	(2,860.3		)	(803.0		)	(2,302.6		)	(2,702.0		)	(772.9		)
Property, Plant and Equipment, Net	8,881.2			8,452.1			2,847.1			8,574.3			8,284.4			2,744.4			8,985.8			8,627.8			2,895.4			8,574.3			8,284.4			2,744.4
Construction Work in Progress	404.4			623.7			122.2			335.4			510.3			135.7			470.8			636.4			136.6			335.4			510.3			135.7
Total Property, Plant and Equipment, Net	$	9,285.6		$	9,075.8		$	2,969.3		$	8,909.7		$	8,794.7		$	2,880.1		$	9,456.6		$	9,264.2		$	3,032.0		$	8,909.7		$	8,794.7		$	2,880.1


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

In the second quarter of 2019, Eversource recorded an impairment charge for the NPT project costs, which had been recorded within Construction Work in Progress and also the Transmission - Electric asset category. For further information regarding the impairment of NPT, see Note 1C, "Summary of Significant Accounting Policies - Impairment of Northern Pass Transmission," to the financial statements.

4. DERIVATIVE INSTRUMENTS

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

Many of the derivative contracts meet the definition of, and are designated as, normal and qualify for accrual accounting under the applicable accounting guidance. The costs and benefits of derivative contracts that meet the definition of normal are recognized in Operating Expenses 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 electric and natural gas companies, regulatory assets or regulatory liabilities are recorded to offset the fair values of derivatives, as contract settlement amounts are recovered from, or refunded to, customers in their respective energy supply rates.

The gross fair values of derivative assets and liabilities with the same counterparty are offset and reported as net Derivative Assets or Derivative Liabilities, with current and long-term portions, on the balance sheets. The following table presents the gross fair values of contracts, categorized by risk type, and the net amounts recorded as current or long-term derivative assets or liabilities:


		As of June 30, 2019									As of December 31, 2018										As of September 30, 2019									As of December 31, 2018
(Millions of Dollars)	Fair Value Hierarchy	Commodity Supply and Price Risk Management			Netting ⁽¹⁾			Net Amount Recorded as a Derivative			Commodity Supply and Price Risk Management			Netting ⁽¹⁾			Net Amount Recorded as a Derivative			Fair Value Hierarchy	Commodity Supply and Price Risk Management			Netting ⁽¹⁾			Net Amount Recorded as a Derivative			Commodity Supply and Price Risk Management			Netting ⁽¹⁾			Net Amount Recorded as a Derivative
Current Derivative Assets:
CL&P	Level 3	$	11.1		$	(0.3	)	$	10.8		$	9.6		$	(3.4	)	$	6.2		Level 3	$	11.6		$	(0.3	)	$	11.3		$	9.6		$	(3.4	)	$	6.2
Other	Level 2	—			—			—			1.5			(0.9		)	0.6			Level 2	—			—			—			1.5			(0.9		)	0.6
Long-Term Derivative Assets:
CL&P	Level 3	71.8			(2.2		)	69.6			74.2			(2.3		)	71.9			Level 3	70.9			(2.2		)	68.7			74.2			(2.3		)	71.9
Current Derivative Liabilities:
CL&P	Level 3	(62.1		)	—			(62.1		)	(55.1		)	—			(55.1		)	Level 3	(64.6		)	—			(64.6		)	(55.1		)	—			(55.1		)
Other	Level 2	(2.4		)	—			(2.4		)	—			—			—			Level 2	(3.5		)	0.2			(3.3		)	—			—			—
Long-Term Derivative Liabilities:
CL&P	Level 3	(363.7		)	—			(363.7		)	(379.5		)	—			(379.5		)	Level 3	(357.7		)	—			(357.7		)	(379.5		)	—			(379.5		)
Other	Level 2	(0.1		)	—			(0.1		)	—			—			—			Level 2	(0.2		)	—			(0.2		)	—			—			—


⁽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 1E, "Summary of Significant Accounting Policies - Fair Value Measurements," to the financial statements.

Derivative Contracts at Fair Value with Offsetting Regulatory Amounts

Commodity Supply and Price Risk Management: As required by regulation, CL&P, along with UI, has capacity-related contracts with generation facilities. CL&P has a sharing agreement with UI, with 80 percent of the costs or benefits of each contract borne by or allocated to CL&P and 20 percent borne by or allocated to UI. The combined capacities of these contracts as of ~~June~~September 30, 2019 and December 31, 2018, ~~are~~were 679 MW and 787 MW, respectively. 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.

As of ~~June~~September 30, 2019 and December 31, 2018, Eversource had New York Mercantile Exchange ("NYMEX") financial contracts for natural gas futures in order to reduce variability associated with the price of ~~7.1~~11.6 million and 12.5 million MMBtu of natural gas, respectively.

For the three months ended ~~June~~September 30, 2019 and 2018, there were losses of ~~$5.1~~$9.2 million and gains of ~~$8.6~~$1.6 million, respectively, deferred as regulatory costs, which reflect the change in fair value associated with Eversource's derivative contracts. For the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, there were losses of ~~$10.3~~$19.5 million and ~~$27.5~~$25.8 million, respectively.

Fair Value Measurements of Derivative Instruments

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

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

Valuations of derivative contracts using a discounted cash flow methodology include assumptions regarding the timing and likelihood of scheduled payments and also reflect non-performance risk, including credit, using the default probability approach based on the counterparty's credit rating for assets and the Company's credit rating for liabilities. Valuations incorporate estimates of premiums or discounts that would be required by a market participant to arrive at an exit price, using historical market transactions adjusted for the terms of the contract.

The following is a summary of 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, 2019						As of December 31, 2018						As of September 30, 2019						As of December 31, 2018
CL&P	Range					Period Covered	Range					Period Covered	Range					Period Covered	Range					Period Covered
Capacity Prices	$	4.30	—	7.34	per kW-Month	2023 - 2026	$	4.30	—	7.44	per kW-Month	2022 - 2026	$	3.01	—	7.34	per kW-Month	2023 - 2026	$	4.30	—	7.44	per kW-Month	2022 - 2026
Forward Reserve	0.75		—	1.78	per kW-Month	2019 - 2024	0.75		—	1.78	per kW-Month	2019 - 2024	0.80		—	1.90	per kW-Month	2019 - 2024	0.75		—	1.78	per kW-Month	2019 - 2024

Exit price premiums of ~~3.1~~2.6 percent through ~~14.6~~14.1 percent are also applied to 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 capacity or forward reserve 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.


CL&P	For the Three Months Ended June 30,						For the Six Months Ended June 30,						For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(Millions of Dollars)	2019			2018			2019			2018			2019			2018			2019			2018
Derivatives, Net:
Fair Value as of Beginning of Period	$	(353.1	)	$	(386.5	)	$	(356.5	)	$	(362.3	)	$	(345.4	)	$	(369.3	)	$	(356.5	)	$	(362.3	)
Net Realized/Unrealized (Losses)/Gains Included in Regulatory Assets	(2.5		)	8.6			(7.8		)	(28.2		)	(8.5		)	1.2			(16.4		)	(27.0		)
Settlements	10.2			8.6			18.9			21.2			11.6			8.2			30.6			29.4
Fair Value as of End of Period	$	(345.4	)	$	(369.3	)	$	(345.4	)	$	(369.3	)	$	(342.3	)	$	(359.9	)	$	(342.3	)	$	(359.9	)

5. MARKETABLE SECURITIES

Eversource holds marketable securities that are primarily used to fund certain non-qualified executive benefits. The trusts that hold marketable securities 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.

Equity Securities: Unrealized gains and losses on equity securities held in Eversource's non-qualified executive benefit trust are recorded in Other Income, Net on the statements of income. The fair value of these equity securities as of ~~June~~September 30, 2019 and December 31, 2018 was ~~$45.2~~$43.4 million and $44.0 million, respectively. For each of the three months ended ~~June~~September 30, 2019 and 2018, there were unrealized gains of ~~$2.3~~$2.4 million, ~~and $0.9 million, respectively,~~ recorded in Other Income, Net related to these equity securities. For the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, there were unrealized gains of ~~$3.3~~$5.7 million and ~~$0.2~~$2.6 million, respectively.

Eversource's equity securities also include CYAPC's and YAEC's marketable securities held in spent nuclear fuel trusts, which had fair values of ~~$158.5~~$163.7 million and $200.0 million as of ~~June~~September 30, 2019 and December 31, 2018, respectively. Unrealized gains and losses for these spent nuclear fuel trusts are subject to regulatory accounting treatment and are recorded in Marketable Securities with the corresponding offset to Other Long-Term Liabilities on the balance sheets, with no impact on the statements of income.

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


	As of June 30, 2019									As of December 31, 2018									As of September 30, 2019									As of December 31, 2018
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		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	$	204.3	$	5.4	$	(0.1	)	$	209.6	$	190.0	$	0.4	$	(4.0	)	$	186.4	$	203.0	$	8.9	$	(0.1	)	$	211.8	$	190.0	$	0.4	$	(4.0	)	$	186.4

Eversource's debt securities include CYAPC's and YAEC's marketable securities held in spent nuclear fuel trusts in the amounts of ~~$172.4~~$174.7 million and $143.9 million as of ~~June~~September 30, 2019 and December 31, 2018, respectively.

Unrealized gains and losses on available-for-sale debt securities held in Eversource's non-qualified benefit trust are recorded in Accumulated Other Comprehensive Income. There have been no significant unrealized losses, other-than-temporary impairments, or credit losses for the three and ~~six~~nine months ended ~~June~~September 30, 2019 and 2018. Factors considered in determining whether a credit loss exists include the duration and severity of the impairment, adverse conditions specifically affecting the issuer, and the payment history, ratings and rating changes of the security. For asset-backed debt securities, underlying collateral and expected future cash flows are also evaluated.

As of ~~June~~September 30, 2019, the contractual maturities of available-for-sale debt securities were as follows:


Eversource (Millions of Dollars)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Less than one year⁽¹⁾	$	26.9	$	26.9	$	28.6	$	28.5
One to five years	48.8		49.6		49.8		51.2
Six to ten years	38.4		40.0		30.0		31.9
Greater than ten years	90.2		93.1		94.6		100.2
Total Debt Securities	$	204.3	$	209.6	$	203.0	$	211.8


⁽¹⁾	Amounts in the Less than one year category include securities in the CYAPC and YAEC spent nuclear fuel trusts, which are restricted and are classified in long-term Marketable Securities on the balance sheets.

Realized Gains and Losses: Realized gains and losses are recorded in Other Income, Net for Eversource's 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 spent nuclear fuel trusts to compute the realized gains and losses on the sale of marketable securities.

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, 2019		As of December 31, 2018		As of September 30, 2019		As of December 31, 2018
Level 1:
Mutual Funds and Equities	$	203.7	$	244.0	$	207.1	$	244.0
Money Market Funds	20.5		25.9		19.6		25.9
Total Level 1	$	224.2	$	269.9	$	226.7	$	269.9
Level 2:
U.S. Government Issued Debt Securities (Agency and Treasury)	$	107.0	$	79.6	$	95.2	$	79.6
Corporate Debt Securities	46.1		39.5		49.5		39.5
Asset-Backed Debt Securities	13.4		14.0		13.1		14.0
Municipal Bonds	12.8		19.2		25.6		19.2
Other Fixed Income Securities	9.8		8.2		8.8		8.2
Total Level 2	$	189.1	$	160.5	$	192.2	$	160.5
Total Marketable Securities	$	413.3	$	430.4	$	418.9	$	430.4

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

6. SHORT-TERM AND LONG-TERM DEBT

Short-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. Eversource parent, CL&P, PSNH, NSTAR Gas, ~~and~~ Yankee Gas and Aquarion Water Company of Connecticut are also parties to a five-year $1.45 billion revolving credit facility, which terminates on December 8, 2023. The revolving credit facility serves to backstop Eversource parent's $1.45 billion commercial paper program.

NSTAR Electric has a $650 million commercial paper program allowing NSTAR Electric to issue commercial paper as a form of short-term debt. NSTAR Electric is also a party to a five-year $650 million revolving credit facility, which terminates on December 8, 2023. The revolving credit facility serves to backstop NSTAR Electric's $650 million commercial paper program.

The amount of borrowings outstanding and available under the commercial paper programs were as follows:


	Borrowings Outstanding as of				Available Borrowing Capacity as of				Weighted-Average Interest Rate as of					Borrowings Outstanding as of							Available Borrowing Capacity as of						Weighted-Average Interest Rate as of
	June 30, 2019		December 31, 2018		June 30, 2019		December 31, 2018		June 30, 2019			December 31, 2018		September 30, 2019			December 31, 2018				September 30, 2019			December 31, 2018			September 30, 2019			December 31, 2018
(Millions of Dollars)	June 30, 2019				June 30, 2019				June 30, 2019			December 31, 2018		September 30, 2019			December 31, 2018				September 30, 2019			December 31, 2018			September 30, 2019			December 31, 2018
Eversource Parent Commercial Paper Program	$	566.0	December 31, 2018	$	631.5	$	December 31, 2018	884.0			$	818.5			2.55	%	2.77	%	$	684.5		$	631.5		$	765.5			$	818.5		2.25	%	2.77	%
NSTAR Electric Commercial Paper Program	163.0		278.5		487.0		371.5		2.42	%		2.50	%	28.0			278.5				622.0			371.5			1.98	%		2.50	%

There were no0 borrowings outstanding on either the Eversource parent or NSTAR Electric revolving credit facilities as of June 30, 2019 or December 31, 2018. Eversource's water distribution segment has a $100 million revolving credit facility, which expires on August 19, 2019, and there were no borrowings outstanding as of JuneSeptember 30, 2019 or December 31, 2018.

Amounts outstanding under the commercial paper programs and revolving credit facility are included in Notes Payable and are classified in current liabilities on the Eversource and NSTAR Electric balance sheets as all borrowings are outstanding for no more than 364 days at one time.

We expect the future operating cash flows of Eversource, CL&P, NSTAR Electric and PSNH, along with our existing borrowing availability and access to both debt and equity markets, will be sufficient to meet any working capital and future operating requirements, and capital investment forecasted opportunities.

Intercompany Borrowings: Eversource parent uses its available capital resources to provide loans to its subsidiaries to assist them in meeting their short-term borrowing needs. In addition, growth in Eversource's key business initiatives requires cash infusion to those subsidiaries. Eversource parent records intercompany interest income from its loans to subsidiaries, which is eliminated in consolidation. Intercompany loans from Eversource parent to its subsidiaries are eliminated in consolidation on Eversource's balance sheets. As of ~~June~~September 30, 2019, there were intercompany loans from Eversource parent to CL&P of ~~$259.4~~$173.1 million, to PSNH of ~~$20.1~~$42.1 million, and to Harbor Electric Energy Company ("HEEC"), a wholly-owned subsidiary of NSTAR Electric, ~~("HEEC"),~~ of ~~$40.3~~$48.7 million. As of December 31, 2018, there were intercompany loans from Eversource parent to PSNH of $57.0 million. Intercompany loans from Eversource parent are included in Notes Payable to Eversource Parent and are classified in current liabilities on the respective subsidiary's balance sheets.

Long-Term Debt Issuance Authorization: On April 26, 2019, the NHPUC approved PSNH’s request for authorization to issue up to $300 million in long-term debt through December 31, 2019. On August 14, 2019, PURA approved CL&P's request for authorization to issue up to $675 million in long-term debt through December 31, 2022.

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

(Millions of Dollars)

Issue Date

Issuance/(Repayment)

Maturity Date

Use of Proceeds for Issuance/
Repayment Information

Issue Date

Issuance/(Repayment)

Maturity Date

Use of Proceeds for Issuance/
Repayment Information

CL&P:

4.00% 2018 Series A First Mortgage Bonds ⁽¹⁾

April 2019

300.0

April 2048

Repaid short-term borrowings that were used to repay long-term debt that matured on February 1, 2019 and fund capital expenditures and working capital

April 2019

300.0

April 2048

Paid short-term borrowings that were used to pay long-term debt that matured on February 1, 2019 and fund capital expenditures and working capital

3.20% 2017 Series A First Mortgage Bonds ⁽²⁾

September 2019

200.0

March 2027

Paid short-term borrowings and fund capital expenditures and working capital

5.50% 2009 Series A First Mortgage Bonds

February 2009

(250.0

)

February 2019

Repaid at maturity on February 1, 2019

February 2009

(250.0

)

February 2019

Paid at maturity on February 1, 2019

NSTAR Electric:

3.25% 2019 Debentures

May 2019

400.0

May 2029

Repaid short-term borrowings that were used to fund investments in eligible green expenditures

May 2019

400.0

May 2029

Paid short-term borrowings that were used to fund investments in eligible green expenditures

PSNH:

3.60% 2019 Series T First Mortgage Bonds

June 2019

300.0

July 2049

Repay long-term debt due to mature in December 2019, repaid short-term borrowings and fund capital expenditures and working capital

June 2019

300.0

July 2049

Paid long-term debt due to mature in December 2019, paid short-term borrowings and fund capital expenditures and working capital

Other:

NSTAR Gas 3.74% Series Q First Mortgage Bonds

July 2019

75.0

August 2049

Repaid short-term borrowings and fund capital expenditures and working capital

July 2019

75.0

August 2049

Paid short-term borrowings and fund capital expenditures and working capital

Yankee Gas 2.23% Series P First Mortgage Bonds

September 2019

100.0

October 2024

Paid long-term debt due to mature in November 2019, paid short-term borrowings and fund capital expenditures and working capital

Yankee Gas 3.30% Series Q First Mortgage Bonds

September 2019

100.0

October 2049

Paid long-term debt due to mature in November 2019, paid short-term borrowings and fund capital expenditures and working capital


⁽¹⁾	These bonds are part of the same series issued by CL&P in March 2018. The aggregate outstanding principal amount of these bonds is now $800 million.


⁽²⁾	These bonds are part of the same series issued by CL&P in March 2017. The aggregate outstanding principal amount of these bonds is now $500 million.

As a result of the NSTAR Gas debt issuance in July 2019, $75 million of current portion of long-term debt was reclassified to Long-Term Debt on Eversource's consolidated balance sheet as of June 30, 2019.

7. RATE REDUCTION BONDS AND VARIABLE INTEREST ENTITIES

Rate Reduction Bonds: On May 8, 2018, PSNH Funding, a wholly-owned subsidiary of PSNH, issued $635.7 million of securitized RRBs in multiple tranches with a weighted average interest rate of 3.66 percent, and final maturity dates ranging from 2026 to 2035. The RRBs are expected to be repaid by February 1, 2033. RRB payments consist of principal and interest and will be paid semi-annually, beginning on February 1, 2019. The RRBs were issued pursuant to a finance order issued by the NHPUC on January 30, 2018 to recover remaining costs resulting from the divestiture of PSNH’s generation assets.

PSNH Funding is considered a VIE primarily because the equity capitalization is insufficient to support its operations. PSNH has the power to direct the significant activities of the VIE and is most closely associated with the VIE as compared to other interest holders. Therefore, PSNH is considered the primary beneficiary and consolidates PSNH Funding in its consolidated financial statements. The following tables summarize the impact of PSNH Funding on PSNH's balance sheets and income statements:


(Millions of Dollars)
Balance Sheet:	As of June 30, 2019		As of December 31, 2018		As of September 30, 2019		As of December 31, 2018
Restricted Cash - Current Portion (included in Prepayments and Other Current Assets)	$	35.0	$	47.5	$	18.5	$	47.5
Restricted Cash - Long-Term Portion (included in Other Long-Term Assets)	3.2		3.2		3.2		3.2
Securitized Stranded Costs (included in Regulatory Assets)	586.9		608.4		576.1		608.4
Other Regulatory Liabilities (included in Regulatory Liabilities)	7.9		5.8		7.7		5.8
Accrued Interest (included in Other Current Liabilities)	8.9		14.4		3.4		14.4
Rate Reduction Bonds - Current Portion	43.2		52.3		43.2		52.3
Rate Reduction Bonds - Long-Term Portion	561.7		583.3		540.1		583.3


(Millions of Dollars)	For the Three Months Ended				For the Six Months Ended				For the Three Months Ended				For the Nine Months Ended
Income Statement:	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018		September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
Amortization of RRB Principal (included in Amortization of Regulatory Assets, Net)	$	10.8	$	6.8	$	21.5	$	6.8	$	10.8	$	10.2	$	32.2	$	17.1
Interest Expense on RRB Principal (included in Interest Expense)	5.3		2.8		10.7		2.8		5.2		6.0		15.9		8.8

8. PENSION BENEFITS AND POSTRETIREMENT BENEFITS OTHER THAN PENSION

Eversource provides defined benefit retirement plans ("Pension Plans") that cover eligible employees. In addition to the Pension Plans, Eversource maintains non-qualified defined benefit retirement plans ("SERP Plans"), which provide benefits in excess of Internal Revenue Code limitations to eligible participants consisting of current and retired employees. Eversource also provides defined benefit postretirement plans ("PBOP Plans") that provide life insurance and a health reimbursement arrangement created for the purpose of reimbursing retirees and dependents for health insurance premiums and certain medical expenses to eligible employees that meet certain age and service eligibility requirements. We contributed $112.5 million and $183.2 million to the Pension Plans for the nine months ended September 30, 2019 and 2018, respectively, and $7.9 million and $5.7 million to the PBOP Plans for the nine months ended September 30, 2019 and 2018, respectively.

The components of net periodic benefit expense/(income) for the Pension, SERP and PBOP Plans, prior to amounts capitalized as Property, Plant and Equipment or deferred as regulatory assets for future recovery, are shown below. The service cost component of net periodic benefit expense, less the capitalized portion, is included in Operations and Maintenance expense on the statements of income. The remaining components of net periodic benefit expense/(income), less the deferred portion, are included in Other Income, Net on the statements of income. Pension, SERP and PBOP expense reflected in the statements of cash flows for CL&P, NSTAR Electric and PSNH does not include the intercompany allocations or the corresponding capitalized and deferred portion, as these amounts are cash settled on a short-term basis.

Pension and SERP
For the Three Months Ended June 30, 2019 For the Three Months Ended June 30, 2018
(Millions of Dollars) Eversource CL&P NSTAR Electric PSNH Eversource CL&P NSTAR Electric PSNH
Service Cost $ 16.1
$ 4.4
$ 3.6
$ 1.5
$ 20.7
$ 5.2
$ 4.3
$ 2.7
Interest Cost 54.8
11.4
12.3
6.0
49.1
10.5
10.9
5.5
Expected Return on Pension Plan Assets (91.7 ) (18.1 ) (24.2 ) (10.1 ) (97.9 ) (19.4 ) (26.6 ) (10.8 )
Actuarial Loss 35.6
6.3
11.8
2.3
35.7
7.1
10.1
3.3
Prior Service Cost 0.3
—
—
—
2.1
0.2
0.1
0.1
Total Net Periodic Benefit Expense/(Income) $ 15.1
$ 4.0
$ 3.5
$ (0.3 ) $ 9.7
$ 3.6
$ (1.2 ) $ 0.8
Intercompany Allocations N/A
$ 5.8
$ 5.3
$ —
N/A
$ 1.5
$ 1.6
$ 0.5

Pension and SERP
For the Six Months Ended June 30, 2019 For the Six Months Ended June 30, 2018
(Millions of Dollars) Eversource CL&P NSTAR Electric PSNH Eversource CL&P NSTAR Electric PSNH
Service Cost $ 35.4
$ 9.2
$ 7.5
$ 4.1
$ 43.1
$ 11.0
$ 9.0
$ 5.7
Interest Cost 109.1
23.0
24.2
12.2
97.8
20.9
21.7
10.9
Expected Return on Pension Plan Assets (183.8 ) (36.9 ) (48.6 ) (20.4 ) (195.8 ) (40.2 ) (51.8 ) (21.8 )
Actuarial Loss 72.1
14.3
21.2
5.9
71.8
14.8
20.7
6.5
Prior Service Cost 0.6
—
0.1
—
4.1
0.6
0.1
0.2
Total Net Periodic Benefit Expense/(Income) $ 33.4
$ 9.6
$ 4.4
$ 1.8
$ 21.0
$ 7.1
$ (0.3 ) $ 1.5
Intercompany Allocations N/A
$ 13.6
$ 8.4
$ 2.5
N/A
$ 3.0
$ 3.2
$ 1.0


	PBOP																								Pension and SERP
	For the Three Months Ended June 30, 2019												For the Three Months Ended June 30, 2018												For the Three Months Ended September 30, 2019												For the Three Months Ended September 30, 2018
(Millions of Dollars)	Eversource			CL&P			NSTAR Electric			PSNH			Eversource			CL&P			NSTAR Electric			PSNH			Eversource			CL&P			NSTAR Electric			PSNH			Eversource			CL&P			NSTAR Electric			PSNH
Service Cost	$	1.8		$	0.3		$	0.4		$	0.1		$	2.5		$	0.4		$	0.5		$	0.3		$	16.2		$	4.4		$	3.6		$	1.5		$	20.9		$	5.2		$	4.3		$	2.7
Interest Cost	8.2			1.6			2.4			0.8			6.8			1.5			2.2			0.9			54.8			11.4			12.3			6.0			49.2			10.5			10.9			5.5
Expected Return on Plan Assets	(16.8		)	(2.3		)	(7.5		)	(1.3		)	(16.7		)	(2.6		)	(8.1		)	(1.5		)
Expected Return on Pension Plan Assets																									(91.6		)	(18.1		)	(24.2		)	(10.1		)	(97.8		)	(19.4		)	(26.6		)	(10.8		)
Actuarial Loss	1.6			0.3			0.7			—			1.6			0.4			0.4			0.2			35.6			6.3			11.8			2.3			35.7			7.1			10.1			3.3
Prior Service Cost/(Credit)	(5.8		)	0.3			(4.2		)	0.1			(5.7		)	0.3			(4.3		)	0.1
Prior Service Cost																									0.3			—			—			—			2.0			0.2			0.1			0.1
Total Net Periodic Benefit Expense/(Income)	$	(11.0	)	$	0.2		$	(8.2	)	$	(0.3	)	$	(11.5	)	$	—		$	(9.3	)	$	—		$	15.3		$	4.0		$	3.5		$	(0.3	)	$	10.0		$	3.6		$	(1.2	)	$	0.8
Intercompany Allocations	N/A			$	(0.3	)	$	(0.4	)	$	(0.1	)	N/A			$	(0.2	)	$	(0.3	)	$	(0.1	)	N/A			$	2.0		$	1.9		$	0.5		N/A			$	1.5		$	1.6		$	0.5

	PBOP																								Pension and SERP
	For the Six Months Ended June 30, 2019												For the Six Months Ended June 30, 2018												For the Nine Months Ended September 30, 2019												For the Nine Months Ended September 30, 2018
(Millions of Dollars)	Eversource			CL&P			NSTAR Electric			PSNH			Eversource			CL&P			NSTAR Electric			PSNH			Eversource			CL&P			NSTAR Electric			PSNH			Eversource			CL&P			NSTAR Electric			PSNH
Service Cost	$	3.9		$	0.7		$	0.9		$	0.4		$	5.0		$	0.9		$	1.0		$	0.6		$	51.6		$	13.6		$	11.0		$	5.6		$	64.2		$	16.2		$	13.1		$	8.4
Interest Cost	16.3			3.1			4.7			1.7			14.4			2.9			4.4			1.6			163.8			34.4			36.6			18.2			147.1			31.4			32.6			16.4
Expected Return on Plan Assets	(33.4		)	(4.5		)	(15.1		)	(2.8		)	(34.8		)	(5.2		)	(16.2		)	(3.0		)
Expected Return on Pension Plan Assets																									(275.4		)	(55.1		)	(72.9		)	(30.6		)	(293.8		)	(59.7		)	(78.3		)	(32.6		)
Actuarial Loss	4.1			0.7			1.7			0.2			4.4			0.8			1.1			0.4			107.9			20.6			33.1			8.2			107.6			21.9			31.0			9.8
Prior Service Cost/(Credit)	(11.6		)	0.5			(8.5		)	0.2			(11.5		)	0.5			(8.5		)	0.3
Prior Service Cost																									0.9			—			0.2			—			6.0			0.8			0.2			0.2
Total Net Periodic Benefit Expense/(Income)	$	(20.7	)	$	0.5		$	(16.3	)	$	(0.3	)	$	(22.5	)	$	(0.1	)	$	(18.2	)	$	(0.1	)	$	48.8		$	13.5		$	8.0		$	1.4		$	31.1		$	10.6		$	(1.4	)	$	2.2
Intercompany Allocations	N/A			$	(0.4	)	$	(0.6	)	$	(0.2	)	N/A			$	(0.5	)	$	(0.7	)	$	(0.2	)	N/A			$	6.5		$	6.1		$	1.8		N/A			$	4.5		$	4.8		$	1.4



	PBOP
	For the Three Months Ended September 30, 2019												For the Three Months Ended September 30, 2018
(Millions of Dollars)	Eversource			CL&P			NSTAR Electric			PSNH			Eversource			CL&P			NSTAR Electric			PSNH
Service Cost	$	2.0		$	0.3		$	0.4		$	0.2		$	2.5		$	0.4		$	0.5		$	0.3
Interest Cost	8.1			1.6			2.4			0.8			7.7			1.5			2.2			0.9
Expected Return on Plan Assets	(16.7		)	(2.2		)	(7.5		)	(1.3		)	(18.2		)	(2.6		)	(8.1		)	(1.5		)
Actuarial Loss	2.1			0.3			0.8			0.1			2.6			0.4			0.5			0.2
Prior Service Cost/(Credit)	(5.8		)	0.2			(4.2		)	0.1			(6.0		)	0.3			(4.3		)	0.1
Total Net Periodic Benefit Expense/(Income)	$	(10.3	)	$	0.2		$	(8.1	)	$	(0.1	)	$	(11.4	)	$	—		$	(9.2	)	$	—
Intercompany Allocations	N/A			$	(0.2	)	$	(0.3	)	$	(0.1	)	N/A			$	(0.3	)	$	(0.3	)	$	(0.1	)

	PBOP
	For the Nine Months Ended September 30, 2019												For the Nine Months Ended September 30, 2018
(Millions of Dollars)	Eversource			CL&P			NSTAR Electric			PSNH			Eversource			CL&P			NSTAR Electric			PSNH
Service Cost	$	5.9		$	1.1		$	1.3		$	0.5		$	7.5		$	1.4		$	1.6		$	0.9
Interest Cost	24.5			4.7			7.1			2.5			23.0			4.4			6.5			2.5
Expected Return on Plan Assets	(50.1		)	(6.9		)	(22.6		)	(4.0		)	(54.2		)	(7.8		)	(24.4		)	(4.5		)
Actuarial Loss	6.2			1.0			2.5			0.3			7.7			1.2			1.7			0.6
Prior Service Cost/(Credit)	(17.6		)	0.8			(12.7		)	0.3			(17.6		)	0.8			(12.7		)	0.4
Total Net Periodic Benefit Expense/(Income)	$	(31.1	)	$	0.7		$	(24.4	)	$	(0.4	)	$	(33.6	)	$	—		$	(27.3	)	$	(0.1	)
Intercompany Allocations	N/A			$	(0.6	)	$	(0.9	)	$	(0.3	)	N/A			$	(0.8	)	$	(1.0	)	$	(0.3	)

9. COMMITMENTS AND CONTINGENCIES

A. Environmental Matters

Eversource, CL&P, NSTAR Electric and PSNH are subject to environmental laws and regulations intended to mitigate or remove the effect of past operations and improve or maintain the quality of the environment. These laws and regulations require the removal or the remedy of the effect on the environment of the disposal or release of certain specified hazardous substances at current and former operating sites. Eversource, CL&P, NSTAR Electric and PSNH have an active environmental auditing and training program and each believes it is substantially in compliance with all enacted laws and regulations.

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


	As of June 30, 2019			As of December 31, 2018			As of September 30, 2019			As of December 31, 2018
	Number of Sites	Reserve (in millions)		Number of Sites	Reserve (in millions)		Number of Sites	Reserve (in millions)		Number of Sites	Reserve (in millions)
Eversource	58	$	71.6	60	$	64.7	58	$	70.3	60	$	64.7
CL&P	15	5.8		15	5.4		15	6.0		15	5.4
NSTAR Electric	15	10.5		16	10.9		15	9.5		16	10.9
PSNH	9	5.4		9	5.4		9	5.7		9	5.4

Included in the 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 ~~$57.1~~$56.4 million and $50.1 million as of ~~June~~September 30, 2019 and December 31, 2018, respectively, and related primarily to the natural gas business segment.

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 and PSNH's responsibility for remediation or the extent of remediation required, recently enacted laws and regulations or changes in cost estimates due to certain economic factors. It is possible that new information or future developments could require a reassessment of the potential exposure to required environmental remediation. As this information becomes available, management will continue to assess the potential exposure and adjust the reserves accordingly.

B. Long-Term Contractual Arrangements

On December 28, 2018, under Public Act 17-3, "An Act Concerning Zero Carbon Procurement," DEEP selected the Millstone Nuclear Power Station generation facility and Seabrook Nuclear Power Plant, along with smaller generation facilities, in DEEP’s zero-carbon request for proposal. CL&P and UI were directed by DEEP to enter into ten-year contracts to purchase a combined total of approximately 9 million MWh annually from the Millstone generation facility. On March 15, 2019, CL&P and UI each signed a ten-year contract with the owner of Millstone Nuclear Power Station in order to purchase a combined amount of approximately 50 percent of the facility's output (approximately 40 percent by CL&P). The Millstone Nuclear Power Station has a 2,112 MW nameplate capacity. ~~The parties filed~~PURA approved the ~~contract with PURA~~contracts on ~~March 29, 2019 for review and approval. A decision from PURA is expected in the third quarter of~~September 18, 2019.

The significant output of the Millstone generation facility, the contract period, and the pricing will result in ~~a significant multi-billion dollar~~estimated annual contractual ~~commitment. We plan~~commitments of approximately $360 million over the ten-year contract term. CL&P plans to sell the energy purchased under this contract into the market and use the proceeds from these energy sales to offset the contract costs. As the net costs under this contract will be recovered from customers in future rates, the contract will not have an impact on the net income of CL&P. Energy deliveries under this contract began in October 2019, for which payments will begin in November 2019. Contracts with other suppliers selected by DEEP are being reviewed by PURA.

C. Guarantees and Indemnifications

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

Eversource parent issued a guaranty on behalf of its subsidiary, NPT, under which, beginning at the time the Northern Pass Transmission line would go into commercial operation, Eversource parent would 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 also entered into a guaranty on behalf of NPT under which Eversource parent would 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. In the second quarter of 2019, Eversource concluded that construction of the NPT project was no longer probable. For further information regarding the impairment of NPT, see Note 1C, "Summary of Significant Accounting Policies - Impairment of Northern Pass Transmission," to the financial statements. While ~~these guarantees are~~this guaranty is currently outstanding, it is expected ~~that they will~~to be extinguished ~~pending~~in connection with the final dissolution of NPT.

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~~September 30, 2019:


Company	Description	Maximum Exposure (in millions)		Expiration Dates	Description	Maximum Exposure (in millions)		Expiration Dates
On behalf of subsidiaries:
Eversource Investment LLC	North East Offshore ⁽¹⁾	$	113.9	-
Various	Surety Bonds⁽²⁾	34.0		2019 - 2021	Surety Bonds⁽¹⁾	$	34.3	2019 - 2021
Rocky River Realty Company and Eversource Service	Lease Payments for Real Estate	7.1		2024	Lease Payments for Real Estate	6.8		2024
Bay State Wind	Real Estate Purchase	2.5		2020	Real Estate Purchase	2.5		2020

⁽¹⁾

Eversource parent issued a declining balance guaranty on behalf of its subsidiary, Eversource Investment LLC, which holds an ownership interest in North East Offshore. Eversource parent will guarantee, as a primary obligor, the financial obligations, primarily all post-closing payment obligations of Eversource Investment LLC, under the Sale and Purchase Agreement and an Irrevocable Equity Commitment Letter with Ørsted. Eversource parent's obligations under the guaranty expire upon the full, final and indefeasible payment of the guaranteed obligations.


⁽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.

On October 25, 2019, Eversource parent issued a guaranty on behalf of its 50 percent-owned joint venture subsidiary, Sunrise Wind LLC, whereby Eversource parent will guaranty Sunrise Wind LLC’s performance of certain obligations, in an amount not to exceed $15.4 million, under the Offshore Wind Renewable Energy Certificate Purchase and Sale Agreement (the "Agreement"). The Agreement was executed on October 23, 2019, by and between the New York State Energy Research and Development Authority ("NYSERDA") and Sunrise Wind LLC. Obligations of Eversource parent under the guaranty expire at such time as the guaranteed obligations have been fully performed.

D. Spent Nuclear Fuel Obligations - Yankee Companies

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

Spent Nuclear Fuel Litigation:

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

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

Claims. The Yankee Companies sought monetary damages totaling $104.4 million for CYAPC, YAEC and MYAPC, resulting from the DOE's failure to begin accepting spent nuclear fuel for disposal covering the years from 2013 to 2016 (“DOE Phase IV”). On February 21, 2019, the Yankee Companies received a partial summary judgment and partial final judgment in their favor for the undisputed amount of monetary damages of $103.2 million. The court awarded CYAPC, YAEC and MYAPC damages of $40.7 million, $28.1 million and $34.4 million, respectively. The DOE did not appeal the court's judgment and the decision became final on April 23, 2019. On June 12, 2019, CYAPC and YAEC received damages of $40.7 million and $28.1 million, respectively, which were recorded as restricted cash within Other Long-Term Assets on the Eversource consolidated balance sheet as of ~~June~~September 30, 2019.

The Yankee Companies are in the process of preparing a required informational filing with FERC as to the use of proceeds. At this time, the damages are primarily expected to be used by the Yankee Companies to fund remaining fuel storage obligations, and management does not expect significant amounts to be refunded to Eversource utilities (CL&P, NSTAR Electric and PSNH). The utilities would then ultimately refund any amounts received to utility customers.

On June 12, 2019, the court accepted an offer of judgment in the amount of $0.5 million to settle the disputed amount of approximately $1 million in Phase IV contested damages. The Yankee Companies received the $0.5 million payment in July 2019.

In September 2019, the Yankee Companies made a required informational filing with FERC as to the use of proceeds. FERC approval and payment to the Eversource utilities (CL&P, NSTAR Electric and PSNH) is expected in the fourth quarter of 2019. At this time, the damages are primarily expected to be used by the Yankee Companies to fund remaining fuel storage obligations, and management does not expect significant amounts to be refunded to the utilities. The utilities will ultimately refund any amounts received to utility customers.

E. FERC ROE Complaints

Four separate complaints have been filed at the FERC by combinations of New England state attorneys general, state regulatory commissions, consumer advocates, consumer groups, municipal parties and other parties (collectively the "Complainants"). In each of the first three complaints, filed on October 1, 2011, December 27, 2012, and July 31, 2014, respectively, the Complainants challenged the NETOs' base ROE of 11.14 percent that had been utilized since 2005 and sought an order to reduce it prospectively from the date of the final FERC order and for the separate 15-month complaint periods. In the fourth complaint, filed April 29, 2016, the Complainants challenged the NETOs' base ROE billed 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.

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

All amounts associated with the first complaint period have been refunded, which totaled $38.9 million (pre-tax and excluding interest) at Eversource and reflected both the base ROE and incentive cap prescribed by the FERC order. The refund consisted of $22.4 million for CL&P, $13.7 million for NSTAR Electric and $2.8 million for PSNH.

Eversource has recorded a reserve of $39.1 million (pre-tax and excluding interest) for the second complaint period as of ~~June~~September 30, 2019. This reserve represents the difference between the billed rates during the second complaint period and a 10.57 percent base ROE and 11.74 percent incentive cap. The reserve consisted of $21.4 million for CL&P, $14.6 million for NSTAR Electric and $3.1 million for PSNH as of ~~June~~September 30, 2019.

On October 16, 2018, FERC issued an order on all four complaints describing how it intends to address the issues that were remanded by the Court. FERC proposed a new framework to determine (1) whether an existing ROE is unjust and unreasonable and, if so, (2) how to calculate a replacement ROE. The parties to these proceedings were directed to submit briefs on this new proposed framework and how they would apply the proposed framework in each of the four complaint proceedings. Initial briefs were filed by the NETOs, Complainants and FERC Trial Staff on January 11, 2019 and reply briefs were filed on March 8, 2019. The NETOs' brief was supportive of the overall ROE methodology determined in the October 16, 2018 order provided the FERC does not change the proposed methodology or alter its implementation in a manner that has a material impact on the results.

The FERC order included illustrative calculations for the first complaint using FERC's proposed frameworks with financial data from that complaint. Those preliminary calculations indicated that for the first complaint period, for the NETOs that FERC concludes are of average financial risk, (1) a preliminary range of presumptively just and reasonable base ROEs is 9.60 percent to 10.99 percent; (2) the pre-existing base ROE of 11.14 percent is therefore unjust and unreasonable; (3) the preliminary just and reasonable base ROE is 10.41 percent; and (4) the preliminary incentive cap on total ROE is 13.08 percent.

If the results of these illustrative calculations were included in a final FERC order for each of the complaint periods, then a 10.41 percent base ROE and a 13.08 percent incentive cap would not have a significant impact on our financial statements for all of the complaint periods.

Although the order provided illustrative calculations, FERC stated that these calculations are merely preliminary. The FERC’s preliminary calculations are not binding and do not represent what we believe to be the most likely outcome of a final FERC order, as changes to the methodology by FERC are possible as a result of the parties’ arguments and calculations in the briefing process. Until FERC issues a final decision on each of these four complaints, there is significant uncertainty, and at this time, the Company cannot reasonably estimate a range of gain or loss for any of the four complaint proceedings. The October 16, 2018 FERC order or the 2019 briefs did not provide a reasonable basis for a change to the reserve or recognized ROEs for any of the complaint periods.

Eversource, CL&P, NSTAR Electric and PSNH currently record revenues at the 10.57 percent base ROE and incentive cap at 11.74 percent established in the October 16, 2014 FERC order.

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.

F. 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, HEEC, and the Massachusetts Water Resources Authority (together with NSTAR Electric and HEEC, the "Defendants"). The action alleged that the Defendants failed to comply with certain permitting requirements related to the placement of the HEEC-owned electric distribution cable beneath Boston Harbor. The action sought an order to compel HEEC to comply with cable depth requirements in the United States Army Corps of Engineers' permit or alternatively to remove the electric distribution cable and cease unauthorized work in U.S. waterways. The action also sought civil penalties and other costs.

The parties reached a settlement pursuant to which HEEC agreed to install a new 115kV distribution cable across Boston Harbor to Deer Island, utilizing a different route, and 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. Construction of the new distribution cable was completed in August 2019 and removal of the portions of the existing cable is expected to be completed by May of 2020.

NSTAR Electric agreed to provide a rate base credit of $17.5 million to the Massachusetts Water Resources Authority for the new cable. This negotiated credit resulted in the initial $17.5 million of construction costs on the new cable being expensed as incurred, all of which was fully expensed in 2018. ~~Construction of~~In connection with the new cable ~~is underway~~that was placed into service, a corresponding ARO was recognized for approximately $32 million within Other Long-Term Liabilities on the Eversource and ~~is expected to be completed in~~NSTAR Electric balance sheets as of September 30, 2019.

10. LEASES

Eversource, including CL&P, NSTAR Electric and PSNH, has entered into lease agreements as a lessee for the use of land, office space, service centers, vehicles, information technology, and equipment. These lease agreements are classified as either finance or operating leases and the liability and right-of-use asset are recognized on the balance sheet at lease commencement. Leases with an initial term of 12 months or less are not recorded on the balance sheet and are recognized as lease expense on a straight-line basis over the lease term.

Eversource determines whether or not a contract contains a lease based on whether or not it provides Eversource with the use of a specifically identified asset for a period of time, as well as both the right to direct the use of that asset and receive the significant economic benefits of the asset. Eversource has elected the practical expedient to not separate non-lease components from lease components and instead to account for both as a single lease component, with the exception of the information technology asset class where the lease and non-lease components are separated.

The provisions of Eversource, CL&P, NSTAR Electric and PSNH lease agreements contain renewal options. The renewal options range from one year to twenty years. The renewal period is included in the measurement of the lease liability if it is reasonably certain that Eversource will exercise these renewal options.

For leases entered into or modified after the January 1, 2019 implementation date, the discount rate utilized for classification and measurement purposes as of the inception date of the lease is based on each company's collateralized incremental interest rate to borrow over a comparable term for an individual lease, as the rate implicit in the lease is not determinable.

CL&P and PSNH entered into certain contracts for the purchase of energy that qualify as leases. These contracts do not have minimum lease payments and therefore are not recognized as a lease liability on the balance sheet and are not reflected in the future minimum lease payments table below. Expense related to these contracts are included as variable lease cost in the table below. The expense and long-term obligation for these contracts are included in the annually reported contractual obligations table in Note 12B, "Commitments and Contingencies - Long-Term Contractual Arrangements," of the Eversource 2018 Form 10-K.

The components of lease cost, prior to amounts capitalized, are as follows:


	For the Three Months Ended June 30, 2019								For the Six Months Ended June 30, 2019								For the Three Months Ended September 30, 2019								For the Nine Months Ended September 30, 2019
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
Financing Lease Cost:
Amortization of Right-of-use-Assets	$	0.4	$	0.2	$	—	$	—	$	0.7	$	0.4	$	0.1	$	—	$	0.4	$	0.2	$	0.1	$	—	$	1.1	$	0.6	$	0.1	$	0.1
Interest on Lease Liabilities	0.3		0.1		0.2		—		0.7		0.3		0.3		—		0.3		0.1		0.1		—		1.0		0.4		0.4		—
Total Finance Lease Cost	0.7		0.3		0.2		—		1.4		0.7		0.4		—		0.7		0.3		0.2		—		2.1		1.0		0.5		0.1
Operating Lease Cost	2.9		0.1		0.5		—		5.9		0.1		0.9		—		2.9		0.1		0.5		—		8.9		0.3		1.3		0.1
Variable Lease Cost	15.7		3.1		—		12.6		31.1		6.5		—		24.6		15.3		3.6		—		11.7		46.4		10.1		—		36.3
Total Lease Cost	$	19.3	$	3.5	$	0.7	$	12.6	$	38.4	$	7.3	$	1.3	$	24.6	$	18.9	$	4.0	$	0.7	$	11.7	$	57.4	$	11.4	$	1.8	$	36.5

Operating lease cost, less the capitalized portion, is included in Operations and Maintenance (or Purchased Power, Fuel and Transmission expense for transmission segment leases) on the statements of income. Amortization of finance lease assets is included in Depreciation on the statements of income. Interest expense on finance leases is included in Interest Expense, Net on the statements of income.

Supplemental balance sheet information related to leases is as follows:


		As of June 30, 2019									As of September 30, 2019
(Millions of Dollars)	Balance Sheet Classification	Eversource		CL&P		NSTAR Electric		PSNH		Balance Sheet Classification	Eversource		CL&P		NSTAR Electric		PSNH
Operating Leases:
Operating Lease Right-of-use-Assets, Net	Other Long-Term Assets	$	54.6	$	0.6	$	24.4	$	0.8	Other Long-Term Assets	$	52.3	$	0.9	$	24.2	$	0.4
Operating Lease Liabilities
Operating Lease Liabilities - Current Portion	Other Current Liabilities	$	8.8	$	0.2	$	0.5	$	0.2	Other Current Liabilities	$	8.9	$	0.5	$	0.6	$	—
Operating Lease Liabilities - Long-Term	Other Long-Term Liabilities	45.8		0.4		23.9		0.6		Other Long-Term Liabilities	43.4		0.4		23.6		0.4
Total Operating Lease Liabilities		$	54.6	$	0.6	$	24.4	$	0.8		$	52.3	$	0.9	$	24.2	$	0.4
Finance Leases:
Finance Lease Right-of-use-Assets, Net	Property, Plant and Equipment, Net	$	9.4	$	2.6	$	3.4	$	0.9	Property, Plant and Equipment, Net	$	8.8	$	2.2	$	3.4	$	0.9
Finance Lease Liabilities
Finance Lease Liabilities - Current Portion	Other Current Liabilities	$	2.3	$	1.5	$	—	$	0.1	Other Current Liabilities	$	2.3	$	1.6	$	—	$	0.1
Finance Lease Liabilities - Long-Term	Other Long-Term Liabilities	9.3		2.3		4.4		0.8		Other Long-Term Liabilities	8.7		1.8		4.4		0.8
Total Finance Lease Liabilities		$	11.6	$	3.8	$	4.4	$	0.9		$	11.0	$	3.4	$	4.4	$	0.9

The finance lease payments that NSTAR Electric will make over the next twelve months are entirely interest-related, due to escalating payments. As such, none of the finance lease payments over the next twelve months will reduce the finance lease liability.

Other information related to leases is as follows (in millions of dollars, unless otherwise noted):


	Eversource			CL&P			NSTAR Electric			PSNH			Eversource			CL&P			NSTAR Electric			PSNH
As of June 30, 2019
As of September 30, 2019
Weighted-Average Remaining Lease Term (Years):
Operating Leases	12			4			21			8			12			2			20			9
Financing Leases	11			2			23			9			11			2			22			9
Weighted-Average Discount Rate (Percentage):
Operating Leases	3.9		%	2.7		%	4.1		%	3.6		%	3.9		%	2.5		%	4.1		%	3.7		%
Financing Leases	4.3		%	10.5		%	2.9		%	3.5		%	4.2		%	10.5		%	2.9		%	3.5		%

For the Three Months Ended June 30, 2019
For the Three Months Ended September 30, 2019
Cash Paid for Amounts Included in the Measurement of Lease Liabilities:
Operating Cash Flows from Operating Leases	$	3.0		$	0.1		$	0.5		$	—		$	2.9		$	0.1		$	0.5		$	—
Operating Cash Flows from Finance Leases	0.3			0.1			0.1			—			0.3			0.1			0.1			—
Financing Cash Flows from Finance Leases	0.5			0.4			—			—			0.5			0.4			—			—
Supplemental Non-Cash Information on Lease Liabilities:
Right-of-use-Assets Obtained in Exchange for New Operating Lease Liabilities	0.4			0.2			—			0.2			0.9			0.8			—			—
Right-of-use-Assets Obtained in Exchange for New Finance Lease Liabilities	1.3			—			—			—			—			—			—			—


	Eversource		CL&P		NSTAR Electric		PSNH
For the Six Months Ended June 30, 2019
For the Nine Months Ended September 30, 2019
Cash Paid for Amounts Included in the Measurement of Lease Liabilities:
Operating Cash Flows from Operating Leases	$	5.9	$	0.1	$	0.8	$	—	$	8.7	$	0.3	$	1.2	$	0.1
Operating Cash Flows from Finance Leases	0.6		0.3		0.3		—		1.0		0.4		0.4		—
Financing Cash Flows from Finance Leases	0.9		0.7		—		—		1.5		1.0		—		0.1
Supplemental Non-Cash Information on Lease Liabilities:
Right-of-use-Assets Obtained in Exchange for New Operating Lease Liabilities	1.7		0.2		—		0.2		2.6		1.0		—		0.2
Right-of-use-Assets Obtained in Exchange for New Finance Lease Liabilities	1.3		—		—		—		1.3		—		—		—

Future minimum lease payments, excluding variable costs, under long-term leases, as of ~~June~~September 30, 2019 are as follows:


	Operating Leases								Finance Leases								Operating Leases								Finance Leases
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
July 1, 2019 through December 31, 2019	$	5.7	$	0.3	$	0.8	$	0.2	$	1.7	$	1.0	$	0.3	$	0.1
October 1, 2019 through December 31, 2019																	$	2.6	$	0.1	$	0.3	$	—	$	0.9	$	0.5	$	0.1	$	—
Year Ending December 31,
2020	10.3		0.2		1.6		0.2		3.4		2.0		0.5		0.1		10.1		0.5		1.6		0.1		3.4		2.0		0.5		0.1
2021	9.2		0.1		1.6		0.2		2.9		1.5		0.5		0.1		8.9		0.2		1.6		0.1		2.9		1.5		0.5		0.1
2022	7.5		—		1.6		0.1		1.5		—		0.6		0.1		7.4		—		1.6		0.1		1.5		—		0.6		0.1
2023	4.9		—		1.6		0.1		0.7		—		0.6		0.1		4.9		—		1.6		—		0.7		—		0.6		0.1
2024	2.9		—		1.7		—		0.7		—		0.6		0.1		2.8		—		1.6		—		0.7		—		0.6		0.1
Thereafter	29.2		0.1		28.9		0.2		13.2		—		12.8		0.4		28.9		0.1		28.7		0.2		13.3		—		12.8		0.5
Future lease payments	69.7		0.7		37.8		1.0		24.1		4.5		15.9		1.0		65.6		0.9		37.0		0.5		23.4		4.0		15.7		1.0
Less amount representing interest	15.1		0.1		13.4		0.2		12.5		0.7		11.5		0.1		13.3		—		12.8		0.1		12.4		0.6		11.3		0.1
Present value of future minimum lease payments	$	54.6	$	0.6	$	24.4	$	0.8	$	11.6	$	3.8	$	4.4	$	0.9	$	52.3	$	0.9	$	24.2	$	0.4	$	11.0	$	3.4	$	4.4	$	0.9

At December 31, 2018, future minimum rental payments, excluding executory costs, such as property taxes, state use taxes, insurance, and maintenance were as follows:



Operating Leases (Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH
2019	$	11.5	$	1.5	$	7.2	$	0.5
2020	9.8		1.4		6.0		0.4
2021	8.7		1.2		5.3		0.4
2022	7.2		1.1		4.4		0.4
2023	4.7		0.5		3.1		0.2
Thereafter	32.7		0.2		29.5		0.3
Future minimum lease payments	$	74.6	$	5.9	$	55.5	$	2.2



Capital Leases (Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH
2019	$	3.4	$	2.0	$	0.5	$	0.1
2020	3.4		2.0		0.5		0.1
2021	2.9		1.5		0.5		0.1
2022	1.5		—		0.6		0.1
2023	0.7		—		0.6		0.1
Thereafter	13.9		—		13.4		0.5
Future minimum lease payments	25.8		5.5		16.1		1.0
Less amount representing interest	13.8		1.0		12.4		0.1
Present value of future minimum lease payments	$	12.0	$	4.5	$	3.7	$	0.9

11. 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, Long-Term Debt and Rate Reduction Bonds: 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 and RRB 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 table below are classified as Level 2 within the fair value hierarchy. Carrying amounts and estimated fair values are as follows:


	Eversource				CL&P				NSTAR Electric				PSNH				Eversource				CL&P				NSTAR Electric				PSNH
(Millions of Dollars)	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
As of June 30, 2019:
As of September 30, 2019:
Preferred Stock Not Subject to Mandatory Redemption	$	155.6	$	161.0	$	116.2	$	117.4	$	43.0	$	43.6	$	—	$	—	$	155.6	$	160.3	$	116.2	$	116.6	$	43.0	$	43.7	$	—	$	—
Long-Term Debt	13,818.5		14,639.4		3,309.5		3,724.9		3,341.5		3,599.6		1,101.8		1,145.3		14,293.2		15,479.2		3,518.5		4,104.4		3,341.6		3,695.3		1,101.5		1,165.7
Rate Reduction Bonds	604.9		642.2		—		—		—		—		604.9		642.2		583.3		634.1		—		—		—		—		583.3		634.1

As of December 31, 2018:
Preferred Stock Not Subject to Mandatory Redemption	$	155.6	$	156.8	$	116.2	$	113.8	$	43.0	$	43.0	$	—	$	—	$	155.6	$	156.8	$	116.2	$	113.8	$	43.0	$	43.0	$	—	$	—
Long-Term Debt	13,086.1		13,154.9		3,254.0		3,429.2		2,944.8		3,024.1		805.2		819.5		13,086.1		13,154.9		3,254.0		3,429.2		2,944.8		3,024.1		805.2		819.5
Rate Reduction Bonds	635.7		645.8		—		—		—		—		635.7		645.8		635.7		645.8		—		—		—		—		635.7		645.8

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

12. ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)

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


	For the Six Months Ended June 30, 2019												For the Six Months Ended June 30, 2018												For the Nine Months Ended September 30, 2019												For the Nine Months Ended September 30, 2018
Eversource (Millions of Dollars)	Qualified Cash Flow Hedging Instruments			Unrealized Gains/(Losses) on Marketable Securities			Defined Benefit Plans			Total			Qualified Cash Flow Hedging Instruments			Unrealized Losses on Marketable Securities			Defined Benefit Plans			Total			Qualified Cash Flow Hedging Instruments			Unrealized Gains/(Losses) on Marketable Securities			Defined Benefit Plans			Total			Qualified Cash Flow Hedging Instruments			Unrealized Losses on Marketable Securities			Defined Benefit Plans			Total
Balance as of January 1st	$	(4.4	)	$	(0.5	)	$	(55.1	)	$	(60.0	)	$	(6.2	)	$	—		$	(60.2	)	$	(66.4	)	$	(4.4	)	$	(0.5	)	$	(55.1	)	$	(60.0	)	$	(6.2	)	$	—		$	(60.2	)	$	(66.4	)

OCI Before Reclassifications	—			1.1			2.6			3.7			—			(0.6		)	2.6			2.0			—			1.3			2.6			3.9			—			(0.7		)	2.6			1.9
Amounts Reclassified from AOCI	0.6			—			2.1			2.7			1.2			—			2.2			3.4			0.9			—			3.2			4.1			1.6			—			3.3			4.9
Net OCI	0.6			1.1			4.7			6.4			1.2			(0.6		)	4.8			5.4			0.9			1.3			5.8			8.0			1.6			(0.7		)	5.9			6.8
Balance as of June 30th	$	(3.8	)	$	0.6		$	(50.4	)	$	(53.6	)	$	(5.0	)	$	(0.6	)	$	(55.4	)	$	(61.0	)
Balance as of September 30th																									$	(3.5	)	$	0.8		$	(49.3	)	$	(52.0	)	$	(4.6	)	$	(0.7	)	$	(54.3	)	$	(59.6	)

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 AOCI and is being amortized into Net Income over the term of the underlying debt instrument. CL&P, NSTAR Electric and PSNH continue to amortize interest rate swaps settled in prior years from AOCI into Interest Expense over the remaining life of the associated long-term debt. 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 that arose during the year and were recognized in AOCI. The unamortized actuarial gains and losses and prior service costs on the defined benefit plans are amortized from AOCI into Other Income, Net over the average future employee service period, and are reflected in amounts reclassified from AOCI.

Eversource did not elect to reclassify the income tax effects of the Tax Cuts and Jobs Act from AOCI to Retained Earnings as permitted by ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220).

13. COMMON SHARES

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


	Shares										Shares
			Authorized as of June 30, 2019 and December 31, 2018			Issued as of								Authorized as of September 30, 2019 and December 31, 2018			Issued as of
	Par Value				June 30, 2019			December 31, 2018		Par Value				Authorized as of September 30, 2019 and December 31, 2018		September 30, 2019			December 31, 2018
Eversource	$	5	Authorized as of June 30, 2019 and December 31, 2018	380,000,000			339,858,402			333,878,402		$	5		380,000,000			339,858,402			333,878,402
CL&P	$	10	24,500,000			6,035,205			6,035,205		$	10		24,500,000			6,035,205			6,035,205
NSTAR Electric	$	1	100,000,000			200			200		$	1		100,000,000			200			200
PSNH	$	1	100,000,000			301			301		$	1		100,000,000			301			301

Common Share Issuance and Forward Sale Agreement: On June 4, 2019, Eversource completed an equity offering of 17,940,000 common shares, consisting of 5,980,000 common shares issued directly by the Company and 11,960,000 common shares issuable pursuant to a forward sale agreement with an investment bank. The issuance of 5,980,000 common shares resulted in proceeds of $426.9 million, net of issuance costs, and was reflected in shareholders’ equity and as a financing activity on the statement of cash flows.

Under the forward sale agreement, a total of 11,960,000 common shares were borrowed from third parties and sold toby the underwriters. The forward sale agreement allows Eversource, at its election and prior to May 29, 2020, to physically settle the forward sale agreement by issuing common shares in exchange for net proceeds at the then-applicable forward sale price specified by the agreement (initially, $71.48 per share) or, alternatively, to settle the forward sale agreement in whole or in part through the delivery or receipt of shares or cash. The forward sale price is subject to adjustment daily based on a floating interest rate factor and will decrease in respect of certain fixed amounts specified in the agreement, such as dividends.

Eversource’s intent is to physically settle the forward sale agreement by issuing common shares. As of ~~June~~September 30, 2019, if Eversource had elected to net settle the forward sale agreement, Eversource would have been required to pay ~~$50.2~~$169.7 million under a cash settlement or would have been required to deliver ~~662,694~~1,985,105 common shares under a net share settlement.

Issuances of shares under the forward sale agreement are classified as equity transactions. Accordingly, no amounts relating to the forward sale agreement have or will be recorded in the financial statements until settlements take place. Prior to any settlements, the only impact to the financial statements is the inclusion of incremental shares within the calculation of diluted EPS using the treasury stock method. See Note 15, "Earnings Per Share," for information on the forward sale agreement’s impact on the calculation of diluted EPS.

Treasury Shares: As of ~~June~~September 30, 2019 and December 31, 2018, there were ~~16,283,963~~16,124,979 and 16,992,594 Eversource common shares held as treasury shares, respectively. As of ~~June~~September 30, 2019 and December 31, 2018, Eversource common shares outstanding were ~~323,574,439~~323,733,423 and 316,885,808, respectively.

14. COMMON SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS

Dividends on the preferred stock of CL&P and NSTAR Electric totaled $1.9 million for each of the three months ended ~~June~~September 30, 2019 and 2018 and ~~$3.8~~$5.6 million for each of the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018. 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~~September 30, 2019 and December 31, 2018. On the Eversource balance sheets, Common Shareholders' Equity was fully attributable to Eversource parent and Noncontrolling Interest – Preferred Stock of Subsidiaries was fully attributable to the noncontrolling interest.

15. 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 and the equity forward sale agreement, as if they were converted into outstanding common shares. The dilutive effect of unvested RSU and performance share awards, as well as the equity forward sale agreement, 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.

As described in Note 13, "Common Shares," earnings per share dilution, if any, related to the forward sale agreement will be determined under the treasury stock method until settlement of the forward sale agreement. Under this method, the number of Eversource common shares used in calculating diluted EPS is deemed to be increased by the excess, if any, of the number of shares that would be issued upon physical settlement of the forward sale agreement less the number of shares that would be purchased by Eversource in the market (based on the average market price during the same reporting period) using the proceeds receivable upon settlement (based on the adjusted forward sale price at the end of that reporting period). Share dilution occurs when the average market price of Eversource's common shares is higher than the adjusted forward sale price.

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				For the Three Months Ended				For the Nine Months Ended
Eversource (Millions of Dollars, except share information)	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018		September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
Net Income Attributable to Common Shareholders	$	31.5	$	242.8	$	340.1	$	512.3	$	318.9	$	289.4	$	659.0	$	801.7
Weighted Average Common Shares Outstanding:
Basic	319,664,998		317,344,596		318,644,796		317,370,825		324,037,169		317,360,110		320,442,253		317,367,252
Dilutive Effect of:
Share-Based Compensation Awards and Other	645,450		540,591		668,470		568,269		737,972		607,201		691,636		581,246
Equity Forward Sale Agreement	78,042		—		39,021		—		1,233,201		—		437,037		—
Total Dilutive Effect	723,492		540,591		707,491		568,269		1,971,173		607,201		1,128,673		581,246
Diluted	320,388,490		317,885,187		319,352,287		317,939,094		326,008,342		317,967,311		321,570,926		317,948,498
Basic and Diluted EPS	$	0.10	$	0.76	$	1.07	$	1.61
Basic EPS									$	0.98	$	0.91	$	2.06	$	2.53
Diluted EPS									$	0.98	$	0.91	$	2.05	$	2.52

16. REVENUES

The following tables present operating revenues disaggregated by revenue source:


	For the Three Months Ended June 30, 2019																			For the Three Months Ended September 30, 2019
Eversource (Millions of Dollars)	Electric Distribution			Natural Gas Distribution			Electric Transmission		Water Distribution			Other		Eliminations			Total			Electric Distribution		Natural Gas Distribution			Electric Transmission			Water Distribution			Other		Eliminations			Total
Revenues from Contracts with Customers
Retail Tariff Sales
Residential	$	805.0		$	100.2		$	—	$	33.6		$	—	$	—		$	938.8		$	1,041.4	$	43.0		$	—		$	40.0		$	—	$	—		$	1,124.4
Commercial	612.8			69.5			—		16.0			—		(0.9		)	697.4			736.6		41.6			—			17.8			—		(1.4		)	794.6
Industrial	81.3			23.5			—		1.1			—		(2.8		)	103.1			90.6		18.1			—			1.3			—		(3.2		)	106.8
Total Retail Tariff Sales Revenues	1,499.1			193.2			—		50.7			—		(3.7		)	1,739.3			1,868.6		102.7			—			59.1			—		(4.6		)	2,025.8
Wholesale Transmission Revenues	—			—			281.2		—			14.7		(239.8		)	56.1			—		—			365.5			—			15.4		(300.7		)	80.2
Wholesale Market Sales Revenues	39.4			14.4			—		0.9			—		—			54.7			33.1		5.5			—			1.3			—		—			39.9
Other Revenues from Contracts with Customers	15.1			0.4			3.7		1.8			236.1		(236.8		)	20.3			12.3		0.5			3.1			1.7			242.7		(243.0		)	17.3
Reserve for Revenues Subject to Refund	(3.1		)	1.5			—		(0.6		)	—		—			(2.2		)	4.5		1.5			—			(0.8		)	—		—			5.2
Total Revenues from Contracts with Customers	1,550.5			209.5			284.9		52.8			250.8		(480.3		)	1,868.2			1,918.5		110.2			368.6			61.3			258.1		(548.3		)	2,168.4
Alternative Revenue Programs	6.3			(2.7		)	64.6		0.7			—		(58.8		)	10.1			6.7		(7.6		)	(20.9		)	2.6			—		19.0			(0.2		)
Other Revenues ⁽¹⁾	5.0			0.9			0.1		0.2			—		—			6.2			6.4		0.8			0.1			0.3			—		—			7.6
Total Operating Revenues	$	1,561.8		$	207.7		$	349.6	$	53.7		$	250.8	$	(539.1	)	$	1,884.5		$	1,931.6	$	103.4		$	347.8		$	64.2		$	258.1	$	(529.3	)	$	2,175.8


	For the Six Months Ended June 30, 2019
Eversource (Millions of Dollars)	Electric Distribution			Natural Gas Distribution			Electric Transmission		Water Distribution			Other		Eliminations			Total
Revenues from Contracts with Customers
Retail Tariff Sales
Residential	$	1,838.3		$	359.1		$	—	$	60.5		$	—	$	—		$	2,257.9
Commercial	1,265.3			213.3			—		30.3			—		(2.0		)	1,506.9
Industrial	163.4			54.4			—		2.2			—		(5.5		)	214.5
Total Retail Tariff Sales Revenues	3,267.0			626.8			—		93.0			—		(7.5		)	3,979.3
Wholesale Transmission Revenues	—			—			606.1		—			28.3		(510.7		)	123.7
Wholesale Market Sales Revenues	90.8			36.1			—		1.9			—		—			128.8
Other Revenues from Contracts with Customers	27.7			1.4			6.9		3.5			480.7		(482.2		)	38.0
Reserve for Revenues Subject to Refund	(6.1		)	3.1			—		(1.2		)	—		—			(4.2		)
Total Revenues from Contracts with Customers	3,379.4			667.4			613.0		97.2			509.0		(1,000.4		)	4,265.6
Alternative Revenue Programs	8.4			7.7			77.0		1.5			—		(69.8		)	24.8
Other Revenues ⁽¹⁾	7.8			1.5			0.1		0.5			—		—			9.9
Total Operating Revenues	$	3,395.6		$	676.6		$	690.1	$	99.2		$	509.0	$	(1,070.2	)	$	4,300.3



	For the Nine Months Ended September 30, 2019
Eversource (Millions of Dollars)	Electric Distribution			Natural Gas Distribution		Electric Transmission		Water Distribution			Other		Eliminations			Total
Revenues from Contracts with Customers
Retail Tariff Sales
Residential	$	2,879.8		$	402.0	$	—	$	100.5		$	—	$	—		$	3,382.3
Commercial	2,002.0			254.9		—		48.1			—		(3.4		)	2,301.6
Industrial	254.0			72.5		—		3.5			—		(8.7		)	321.3
Total Retail Tariff Sales Revenues	5,135.8			729.4		—		152.1			—		(12.1		)	6,005.2
Wholesale Transmission Revenues	—			—		971.6		—			43.7		(811.4		)	203.9
Wholesale Market Sales Revenues	123.9			41.6		—		3.2			—		—			168.7
Other Revenues from Contracts with Customers	40.0			1.9		9.9		5.2			723.4		(725.2		)	55.2
Reserve for Revenues Subject to Refund	(1.7		)	4.7		—		(1.9		)	—		—			1.1
Total Revenues from Contracts with Customers	5,298.0			777.6		981.5		158.6			767.1		(1,548.7		)	6,434.1
Alternative Revenue Programs	15.0			—		56.1		4.2			—		(50.8		)	24.5
Other Revenues ⁽¹⁾	14.2			2.3		0.3		0.7			—		—			17.5
Total Operating Revenues	$	5,327.2		$	779.9	$	1,037.9	$	163.5		$	767.1	$	(1,599.5	)	$	6,476.1


	For the Three Months Ended June 30, 2018																				For the Three Months Ended September 30, 2018
Eversource (Millions of Dollars)	Electric Distribution			Natural Gas Distribution			Electric Transmission			Water Distribution			Other		Eliminations			Total			Electric Distribution			Natural Gas Distribution			Electric Transmission			Water Distribution			Other		Eliminations			Total
Revenues from Contracts with Customers
Retail Tariff Sales
Residential	$	794.4		$	104.1		$	—		$	32.3		$	—	$	—		$	930.8		$	1,111.7		$	42.8		$	—		$	41.2		$	—	$	—		$	1,195.7
Commercial	622.0			70.0			—			15.7			—		(2.0		)	705.7			789.6			40.8			—			17.9			—		(1.2		)	847.1
Industrial	88.4			23.5			—			1.1			—		(2.4		)	110.6			98.7			18.9			—			1.3			—		(2.6		)	116.3
Total Retail Tariff Sales Revenues	1,504.8			197.6			—			49.1			—		(4.4		)	1,747.1			2,000.0			102.5			—			60.4			—		(3.8		)	2,159.1
Wholesale Transmission Revenues	—			—			310.8			—			12.6		(268.0		)	55.4			—			—			364.5			—			11.7		(300.2		)	76.0
Wholesale Market Sales Revenues	34.2			12.1			—			0.9			—		—			47.2			48.8			11.4			—			1.3			—		—			61.5
Other Revenues from Contracts with Customers	18.4			(0.6		)	3.2			1.9			224.4		(225.1		)	22.2			20.2			(0.5		)	3.1			1.9			212.9		(213.5		)	24.1
Reserve for Revenues Subject to Refund	(7.3		)	(3.5		)	—			(0.5		)	—		—			(11.3		)	5.2			(3.5		)	—			(1.3		)	—		—			0.4
Total Revenues from Contracts with Customers	1,550.1			205.6			314.0			51.4			237.0		(497.5		)	1,860.6			2,074.2			109.9			367.6			62.3			224.6		(517.5		)	2,321.1
Alternative Revenue Programs	(14.4		)	0.1			3.4			1.9			—		(2.9		)	(11.9		)	(51.6		)	(1.5		)	(37.0		)	1.1			—		33.8			(55.2		)
Other Revenues	4.2			0.8			—			0.2			—		—			5.2			4.8			0.6			—			0.1			—		—			5.5
Total Operating Revenues	$	1,539.9		$	206.5		$	317.4		$	53.5		$	237.0	$	(500.4	)	$	1,853.9		$	2,027.4		$	109.0		$	330.6		$	63.5		$	224.6	$	(483.7	)	$	2,271.4


	For the Six Months Ended June 30, 2018																				For the Nine Months Ended September 30, 2018
Eversource (Millions of Dollars)	Electric Distribution			Natural Gas Distribution			Electric Transmission			Water Distribution			Other		Eliminations			Total			Electric Distribution			Natural Gas Distribution			Electric Transmission			Water Distribution			Other		Eliminations			Total
Revenues from Contracts with Customers
Retail Tariff Sales
Residential	$	1,788.7		$	352.9		$	—		$	59.7		$	—	$	—		$	2,201.3		$	2,900.4		$	395.9		$	—		$	100.9		$	—	$	—		$	3,397.2
Commercial	1,233.4			204.7			—			30.0			—		(2.1		)	1,466.0			2,023.0			245.4			—			47.9			—		(3.4		)	2,312.9
Industrial	169.9			53.1			—			2.1			—		(5.0		)	220.1			268.6			71.9			—			3.4			—		(7.5		)	336.4
Total Retail Tariff Sales Revenues	3,192.0			610.7			—			91.8			—		(7.1		)	3,887.4			5,192.0			713.2			—			152.2			—		(10.9		)	6,046.5
Wholesale Transmission Revenues	—			—			624.5			—			22.7		(526.7		)	120.5			—			—			988.9			—			34.4		(826.9		)	196.4
Wholesale Market Sales Revenues	92.7			29.9			—			1.7			—		—			124.3			141.4			41.4			—			3.1			—		—			185.9
Other Revenues from Contracts with Customers	35.3			(0.9		)	6.2			3.7			445.2		(446.3		)	43.2			54.4			(1.4		)	9.4			5.4			658.1		(659.8		)	66.1
Reserve for Revenues Subject to Refund	(26.5		)	(8.0		)	—			(2.0		)	—		—			(36.5		)	(21.2		)	(11.5		)	—			(3.3		)	—		—			(36.0		)
Total Revenues from Contracts with Customers	3,293.5			631.7			630.7			95.2			467.9		(980.1		)	4,138.9			5,366.6			741.7			998.3			157.4			692.5		(1,497.6		)	6,458.9
Alternative Revenue Programs	(5.7		)	(1.7		)	(8.3		)	2.6			—		7.7			(5.4		)	(57.2		)	(3.2		)	(45.3		)	3.7			—		41.5			(60.5		)
Other Revenues	6.7			1.4			—			0.2			—		—			8.3			12.4			2.0			—			0.4			—		—			14.8
Total Operating Revenues	$	3,294.5		$	631.4		$	622.4		$	98.0		$	467.9	$	(972.4	)	$	4,141.8		$	5,321.8		$	740.5		$	953.0		$	161.5		$	692.5	$	(1,456.1	)	$	6,413.2


	For the Three Months Ended June 30, 2019									For the Three Months Ended June 30, 2018									For the Three Months Ended September 30, 2019									For the Three Months Ended September 30, 2018
(Millions of Dollars)	CL&P			NSTAR Electric			PSNH			CL&P			NSTAR Electric			PSNH			CL&P			NSTAR Electric			PSNH			CL&P			NSTAR Electric			PSNH
Revenues from Contracts with Customers
Retail Tariff Sales																��
Residential	$	402.8		$	282.3		$	119.9		$	387.1		$	292.5		$	114.8		$	513.6		$	374.4		$	153.4		$	539.6		$	414.8		$	157.3
Commercial	224.7			315.8			72.7			220.7			325.5			76.2			247.0			406.1			84.1			259.0			443.8			87.3
Industrial	33.8			28.9			18.6			36.5			30.9			21.0			37.4			32.4			20.8			39.4			38.0			21.3
Total Retail Tariff Sales Revenues	661.3			627.0			211.2			644.3			648.9			212.0			798.0			812.9			258.3			838.0			896.6			265.9
Wholesale Transmission Revenues	115.9			127.5			37.8			139.9			120.9			50.1			175.2			132.9			57.4			179.1			128.3			57.1
Wholesale Market Sales Revenues	12.1			17.2			10.1			10.6			13.4			10.9			13.8			14.4			4.9			13.3			18.1			17.4
Other Revenues from Contracts with Customers	9.1			6.1			4.2			8.3			9.3			3.9			9.0			3.1			4.0			9.3			10.3			4.0
Reserve for Revenues Subject to Refund	—			—			(3.1		)	(4.2		)	—			(3.1		)	—			—			4.5			8.3			—			(3.1		)
Total Revenues from Contracts with Customers	798.4			777.8			260.2			798.9			792.5			273.8			996.0			963.3			329.1			1,048.0			1,053.3			341.3
Alternative Revenue Programs	55.1			2.1			13.7			1.0			(6.9		)	(5.0		)	(15.2		)	9.8			(8.8		)	(64.3		)	(15.4		)	(8.9		)
Other Revenues ⁽¹⁾	2.7			1.9			0.5			2.4			1.6			0.2			4.1			1.8			0.6			2.8			1.8			0.2
Eliminations	(115.4		)	(99.9		)	(33.5		)	(107.4		)	(96.5		)	(33.9		)	(131.0		)	(96.2		)	(40.5		)	(121.5		)	(100.2		)	(42.4		)
Total Operating Revenues	$	740.8		$	681.9		$	240.9		$	694.9		$	690.7		$	235.1		$	853.9		$	878.7		$	280.4		$	865.0		$	939.5		$	290.2

	For the Six Months Ended June 30, 2019									For the Six Months Ended June 30, 2018									For the Nine Months Ended September 30, 2019									For the Nine Months Ended September 30, 2018
(Millions of Dollars)	CL&P			NSTAR Electric			PSNH			CL&P			NSTAR Electric			PSNH			CL&P			NSTAR Electric			PSNH			CL&P			NSTAR Electric			PSNH
Revenues from Contracts with Customers
Retail Tariff Sales
Residential	$	913.4		$	653.2		$	271.7		$	870.4		$	656.7		$	261.6		$	1,426.9		$	1,027.8		$	425.1		$	1,410.0		$	1,071.6		$	418.8
Commercial	461.3			652.3			152.6			443.2			640.0			151.1			708.4			1,058.3			236.8			702.2			1,083.8			238.4
Industrial	68.4			57.8			37.2			72.3			59.0			38.6			105.8			90.1			58.1			111.8			96.9			59.9
Total Retail Tariff Sales Revenues	1,443.1			1,363.3			461.5			1,385.9			1,355.7			451.3			2,241.1			2,176.2			720.0			2,224.0			2,252.3			717.1
Wholesale Transmission Revenues	270.7			250.1			85.3			290.6			239.5			94.3			445.9			383.1			142.6			469.8			367.7			151.4
Wholesale Market Sales Revenues	25.8			41.6			23.4			21.0			38.2			34.9			39.6			55.9			28.4			34.3			56.4			52.3
Other Revenues from Contracts with Customers	18.0			10.1			7.8			16.2			18.3			7.5			27.0			13.2			11.8			25.0			27.9			11.4
Reserve for Revenues Subject to Refund	—			—			(6.1		)	(16.6		)	(3.7		)	(6.2		)	—			—			(1.7		)	(8.3		)	(3.7		)	(9.2		)
Total Revenues from Contracts with Customers	1,757.6			1,665.1			571.9			1,697.1			1,648.0			581.8			2,753.6			2,628.4			901.1			2,744.8			2,700.6			923.0
Alternative Revenue Programs	60.9			9.3			15.2			(4.1		)	(0.2		)	(9.6		)	45.6			19.1			6.4			(68.4		)	(15.6		)	(18.5		)
Other Revenues ⁽¹⁾	3.7			3.4			0.8			3.3			2.7			0.6			7.9			5.2			1.4			6.5			5.1			0.8
Eliminations	(232.1		)	(198.3		)	(70.6		)	(216.4		)	(189.6		)	(70.3		)	(363.1		)	(294.5		)	(111.1		)	(338.0		)	(289.8		)	(112.6		)
Total Operating Revenues	$	1,590.1		$	1,479.5		$	517.3		$	1,479.9		$	1,460.9		$	502.5		$	2,444.0		$	2,358.2		$	797.8		$	2,344.9		$	2,400.3		$	792.7

⁽¹⁾

Other Revenues include certain fees charged to customers, which are not considered revenue from contracts with customers. Other revenues also includes lease revenues under lessor accounting guidance of ~~$1.1~~$1.2 million at Eversource, $0.3 million at CL&P, and $0.7 million at NSTAR Electric for the three months ended ~~June~~September 30, 2019, and ~~$2.2~~$3.4 million at Eversource, ~~$0.5~~$0.7 million at CL&P, and ~~$1.3~~$2.0 million at NSTAR Electric for the ~~six~~nine months ended ~~June~~September 30, 2019, respectively.

17. SEGMENT INFORMATION

Eversource is organized into the Electric Distribution, Electric Transmission, Natural Gas Distribution and Water Distribution reportable segments and Other based on a combination of factors, including the characteristics of each segments' services, the sources of operating revenues and expenses and the regulatory environment in which each segment operates. These reportable segments represent substantially all of Eversource's total consolidated revenues. Revenues from the sale of electricity, natural gas and water primarily are derived from residential, commercial and industrial customers and are not dependent on any single customer. The Electric Distribution reportable segment includes the results of PSNH's generation facilities prior to sales in January and August 2018, and NSTAR Electric's solar power facilities. Eversource's reportable segments are determined based upon the level at which Eversource's chief operating decision maker assesses performance and makes decisions about the allocation of company resources.

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, 4) Eversource Water Ventures, Inc., parent company of Aquarion, and 5) 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 that are not consolidated, which include a natural gas pipeline ~~project~~ owned by Enbridge, Inc., the offshore wind business, a renewable energy investment fund, and ~~two~~2 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 project described above. These affiliate transaction costs total approximately $62.5 million annually and are classified as Purchased Power, Fuel and Transmission on the Eversource statements of income.

Each of Eversource's subsidiaries, including CL&P, NSTAR Electric and PSNH, has ~~one~~1 reportable segment.

Cash flows used for investments in plant included in the segment information below are cash capital expenditures that do not include amounts incurred but not paid, cost of removal, AFUDC related to equity funds, and the capitalized portions of pension and PBOP expense.

Eversource's segment information is as follows:


	For the Three Months Ended June 30, 2019																					For the Three Months Ended September 30, 2019
Eversource (Millions of Dollars)	Electric Distribution			Natural Gas Distribution			Electric Transmission			Water Distribution			Other			Eliminations			Total			Electric Distribution			Natural Gas Distribution			Electric Transmission			Water Distribution			Other			Eliminations			Total
Operating Revenues	$	1,561.8		$	207.7		$	349.6		$	53.7		$	250.8		$	(539.1	)	$	1,884.5		$	1,931.6		$	103.4		$	347.8		$	64.2		$	258.1		$	(529.3	)	$	2,175.8
Depreciation and Amortization	(150.1		)	(19.5		)	(62.3		)	(12.0		)	(14.7		)	0.6			(258.0		)	(188.4		)	(16.1		)	(64.3		)	(11.1		)	(17.2		)	0.6			(296.5		)
Impairment of Northern Pass Transmission	—			—			(239.6		)	—			—			—			(239.6		)
Other Operating Expenses	(1,243.0		)	(179.8		)	(108.4		)	(25.0		)	(218.4		)	538.7			(1,235.9		)	(1,448.2		)	(99.3		)	(159.6		)	(25.5		)	(275.9		)	638.4			(1,370.1		)
Operating Income/(Loss)	$	168.7		$	8.4		$	(60.7	)	$	16.7		$	17.7		$	0.2		$	151.0		$	295.0		$	(12.0	)	$	123.9		$	27.6		$	(35.0	)	$	109.7		$	509.2
Interest Expense	$	(50.8	)	$	(11.9	)	$	(30.5	)	$	(8.6	)	$	(44.5	)	$	13.6		$	(132.7	)	$	(53.2	)	$	(11.7	)	$	(33.6	)	$	(8.9	)	$	(41.7	)	$	13.9		$	(135.2	)
Other Income/(Loss), Net	12.2			0.7			8.7			0.1			(114.9		)	139.1			45.9			13.9			—			61.4			(0.2		)	497.0			(545.1		)	27.0
Net Income/(Loss) Attributable to Common Shareholders	105.4			(1.8		)	(87.4		)	8.0			(145.6		)	152.9			31.5			197.3			(17.1		)	107.5			17.5			435.2			(421.5		)	318.9


	For the Six Months Ended June 30, 2019																					For the Nine Months Ended September 30, 2019
Eversource (Millions of Dollars)	Electric Distribution			Natural Gas Distribution			Electric Transmission			Water Distribution			Other			Eliminations			Total			Electric Distribution			Natural Gas Distribution			Electric Transmission			Water Distribution			Other			Eliminations			Total
Operating Revenues	$	3,395.6		$	676.6		$	690.1		$	99.2		$	509.0		$	(1,070.2	)	$	4,300.3		$	5,327.2		$	779.9		$	1,037.9		$	163.5		$	767.1		$	(1,599.5	)	$	6,476.1
Depreciation and Amortization	(329.3		)	(39.9		)	(123.7		)	(23.9		)	(28.3		)	1.1			(544.0		)	(517.6		)	(56.0		)	(188.0		)	(35.0		)	(45.6		)	1.7			(840.5		)
Impairment of Northern Pass Transmission	—			—			(239.6		)	—			—			—			(239.6		)	—			—			(239.6		)	—			—			—			(239.6		)
Other Operating Expenses	(2,718.6		)	(521.1		)	(207.2		)	(49.9		)	(444.0		)	1,069.8			(2,871.0		)	(4,166.8		)	(620.4		)	(366.9		)	(75.4		)	(719.8		)	1,708.2			(4,241.1		)
Operating Income	$	347.7		$	115.6		$	119.6		$	25.4		$	36.7		$	0.7		$	645.7		$	642.8		$	103.5		$	243.4		$	53.1		$	1.7		$	110.4		$	1,154.9
Interest Expense	$	(100.0	)	$	(23.7	)	$	(61.0	)	$	(17.2	)	$	(88.6	)	$	26.1		$	(264.4	)	$	(153.3	)	$	(35.4	)	$	(94.5	)	$	(26.2	)	$	(130.3	)	$	40.0		$	(399.7	)
Other Income, Net	30.4			1.0			16.8			0.4			316.8			(288.5		)	76.9			44.2			1.1			78.2			0.2			813.7			(833.6		)	103.8
Net Income Attributable to Common Shareholders	225.4			74.7			30.9			8.8			262.0			(261.7		)	340.1			422.7			57.6			138.4			26.3			697.2			(683.2		)	659.0
Cash Flows Used for Investments in Plant	571.3			202.7			449.2			51.4			103.2			—			1,377.8			861.0			327.8			686.7			79.9			173.6			—			2,129.0



	For the Three Months Ended September 30, 2018
Eversource (Millions of Dollars)	Electric Distribution			Natural Gas Distribution			Electric Transmission			Water Distribution			Other			Eliminations			Total
Operating Revenues	$	2,027.4		$	109.0		$	330.6		$	63.5		$	224.6		$	(483.7	)	$	2,271.4
Depreciation and Amortization	(206.1		)	(13.9		)	(58.3		)	(11.7		)	(12.0		)	0.6			(301.4		)
Other Operating Expenses	(1,562.2		)	(102.4		)	(96.7		)	(25.5		)	(200.9		)	483.7			(1,504.0		)
Operating Income/(Loss)	$	259.1		$	(7.3	)	$	175.6		$	26.3		$	11.7		$	0.6		$	466.0
Interest Expense	$	(52.4	)	$	(11.3	)	$	(30.3	)	$	(8.5	)	$	(30.5	)	$	7.8		$	(125.2	)
Other Income, Net	32.2			1.5			9.0			0.7			251.7			(278.4		)	16.7
Net Income/(Loss) Attributable to Common Shareholders	173.8			(12.6		)	109.5			17.6			271.1			(270.0		)	289.4


	For the Three Months Ended June 30, 2018																					For the Nine Months Ended September 30, 2018
Eversource (Millions of Dollars)	Electric Distribution			Natural Gas Distribution			Electric Transmission			Water Distribution			Other			Eliminations			Total			Electric Distribution			Natural Gas Distribution			Electric Transmission			Water Distribution			Other			Eliminations			Total
Operating Revenues	$	1,539.9		$	206.5		$	317.4		$	53.5		$	237.0		$	(500.4	)	$	1,853.9		$	5,321.8		$	740.5		$	953.0		$	161.5		$	692.5		$	(1,456.1	)	$	6,413.2
Depreciation and Amortization	(135.5		)	(19.3		)	(57.0		)	(12.2		)	(11.9		)	0.6			(235.3		)	(486.0		)	(59.6		)	(171.8		)	(34.6		)	(35.9		)	1.7			(786.2		)
Other Operating Expenses	(1,233.0		)	(170.6		)	(88.8		)	(24.5		)	(211.7		)	501.4			(1,227.2		)	(4,238.6		)	(585.7		)	(268.7		)	(73.9		)	(617.2		)	1,457.0			(4,327.1		)
Operating Income	$	171.4		$	16.6		$	171.6		$	16.8		$	13.4		$	1.6		$	391.4		$	597.2		$	95.2		$	512.5		$	53.0		$	39.4		$	2.6		$	1,299.9
Interest Expense	$	(52.1	)	$	(11.4	)	$	(30.0	)	$	(8.6	)	$	(32.3	)	$	8.0		$	(126.4	)	$	(152.0	)	$	(33.7	)	$	(89.9	)	$	(25.5	)	$	(94.8	)	$	23.2		$	(372.7	)
Other Income/(Loss), Net	19.0			1.6			9.9			(0.6		)	302.0			(281.8		)	50.1			70.9			5.1			26.7			(0.4		)	913.8			(915.4		)	100.7
Net Income Attributable to Common Shareholders	101.3			5.0			112.7			7.2			288.8			(272.2		)	242.8			379.3			50.2			329.6			26.3			905.9			(889.6		)	801.7

	For the Six Months Ended June 30, 2018
Eversource (Millions of Dollars)	Electric Distribution			Natural Gas Distribution			Electric Transmission			Water Distribution			Other			Eliminations			Total
Operating Revenues	$	3,294.5		$	631.4		$	622.4		$	98.0		$	467.9		$	(972.4	)	$	4,141.8
Depreciation and Amortization	(279.9		)	(45.7		)	(113.5		)	(22.9		)	(23.9		)	1.1			(484.8		)
Other Operating Expenses	(2,676.5		)	(483.2		)	(172.0		)	(48.4		)	(416.3		)	973.3			(2,823.1		)
Operating Income	$	338.1		$	102.5		$	336.9		$	26.7		$	27.7		$	2.0		$	833.9
Interest Expense	$	(99.5	)	$	(22.5	)	$	(59.7	)	$	(16.9	)	$	(64.3	)	$	15.4		$	(247.5	)
Other Income/(Loss), Net	38.6			3.5			17.8			(1.1		)	662.1			(637.0		)	83.9
Net Income Attributable to Common Shareholders	205.5			62.8			220.1			8.7			634.8			(619.6		)	512.3
Cash Flows Used for Investments in Plant	475.6			150.3			508.5			40.2			77.1			—			1,251.7			717.4			245.5			735.8			68.1			118.3			—			1,885.1

The following table summarizes Eversource's segmented total assets:


Eversource (Millions of Dollars)	Electric Distribution		Natural Gas Distribution		Electric Transmission		Water Distribution		Other		Eliminations			Total		Electric Distribution		Natural Gas Distribution		Electric Transmission		Water Distribution		Other		Eliminations			Total
As of June 30, 2019	$	21,628.8	$	4,031.3	$	10,499.7	$	2,290.5	$	18,550.4	$	(18,004.8	)	$	38,995.9
As of September 30, 2019																$	21,999.4	$	4,103.5	$	10,666.9	$	2,311.9	$	19,137.8	$	(18,494.1	)	$	39,725.4
As of December 31, 2018	21,389.1		3,904.9		10,285.0		2,253.0		17,874.2		(17,464.9		)	38,241.3		21,389.1		3,904.9		10,285.0		2,253.0		17,874.2		(17,464.9		)	38,241.3

For further information regarding the 2019 impairment of NPT, see Note 1C, "Summary of Significant Accounting Policies - Impairment of Northern Pass Transmission," to the financial statements.

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~~quarters ended March 31, 2019 and June 30, 2019, as well as the Eversource 2018 combined Annual Report on 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 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. Our earnings discussion also includes a non-GAAP financial measure referencing our 2019 earnings and EPS excluding the impairment charge for the NPT project.

We use these non-GAAP financial measures to evaluate and provide details of earnings results by business and to more fully compare and explain our 2019 results without including the impact of the NPT impairment charge. We believe the NPT impairment charge is not indicative of our ongoing performance. Due to the nature and significance of the impairment charge on Net Income Attributable to Common Shareholders, we believe that the non-GAAP presentation is a more meaningful representation of our financial performance and provides additional and useful information to readers of this report in analyzing historical and future performance of our business. These non-GAAP financial measures 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:

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

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

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

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

substandard performance of third-party suppliers and service providers,

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

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

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

contamination of, or disruption in, our water supplies,

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

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,

changes in laws, regulations or regulatory policy, including compliance with environmental laws and regulations,

changes in accounting standards and financial reporting regulations,

actions of rating agencies, and

other presently unknown or unforeseen factors.

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

All such factors are difficult to predict and contain uncertainties that may materially affect our actual results, many of which are beyond our control. You should not place undue reliance on the forward-looking statements, as each speaks only as of the date on which such statement is made, and, except as required by federal securities laws, we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time and it is not possible for us to predict all of such factors, nor can we assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. For more information, see Item 1A, Risk Factors, included in this combined Quarterly Report on Form 10-Q and in

Eversource's 2018 combined Annual Report on Form 10-K. This combined Quarterly Report on Form 10-Q and Eversource's 2018 combined

Annual Report on Form 10-K also describe material contingencies and critical accounting policies in the accompanying Management's Discussion and Analysis of Financial Condition and Results of Operations and Combined Notes to Financial Statements. We encourage you to review these items.

Financial Condition and Business Analysis

Executive Summary

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

Earnings Overview and Future Outlook:

•

We earned ~~$31.5~~$318.9 million, or ~~$0.10~~$0.98 per share, in the ~~second~~third quarter of 2019, and ~~$340.1~~$659.0 million, or ~~$1.07~~$2.05 per share, in the first ~~half~~nine months of 2019, compared with ~~$242.8~~$289.4 million, or ~~$0.76~~$0.91 per share, in the ~~second~~third quarter of 2018, and ~~$512.3~~$801.7 million, or ~~$1.61~~$2.52 per share, in the first ~~half~~nine months of 2018. Results for the ~~second quarter and~~ first ~~half~~nine months of 2019 include an after-tax impairment charge of ~~$204.4~~$204.4 million,, or $0.64 per share, related to our investment in the NPT project. Excluding that impairment charge, we earned $~~235.9~~863.4 million, or ~~$0.74 per share, in the second quarter of 2019, and~~ ~~$544.5 million, or $1.71~~$2.69 per share, in the first ~~half~~nine months of 2019.

Our electric distribution segment earned ~~$105.4~~$197.3 million, or ~~$0.33~~$0.61 per share, in the ~~second~~third quarter of 2019, and ~~$225.4~~$422.7 million, or ~~$0.71~~$1.32 per share, in the first ~~half~~nine months of 2019, compared with ~~$101.3~~$173.8 million, or ~~$0.32~~$0.55 per share, in the ~~second~~third quarter of 2018, and ~~$205.5~~$379.3 million, or ~~$0.65~~$1.19 per share, in the first ~~half~~nine months of 2018. Our natural gas distribution segment had a net loss of ~~$(1.8)~~$17.1 million, or $0.05 per share, in the ~~second~~third quarter of 2019, and earnings of ~~$74.7~~$57.6 million, or ~~$0.23~~$0.18 per share, in the first ~~half~~nine months of 2019, compared with ~~earnings~~a net loss of ~~$5.0~~$12.6 million, or ~~$0.02~~$0.04 per share, in the ~~second~~third quarter of 2018, and ~~$62.8~~earnings of $50.2 million, or ~~$0.20~~$0.16 per share, in the first ~~half~~nine months of 2018. Our water distribution segment earned ~~$8.0~~$17.5 million, or ~~$0.02~~$0.06 per share, in the ~~second~~third quarter of 2019, and ~~$8.8~~$26.3 million, or ~~$0.03~~$0.08 per share, in the first ~~half~~nine months of 2019, compared with ~~$7.2~~$17.6 million, or ~~$0.02~~$0.06 per share, in the ~~second~~third quarter of 2018, and ~~$8.7~~$26.3 million, or ~~$0.03~~$0.08 per share, in the first ~~half~~nine months of 2018.

•

Our electric transmission segment had a net loss of $(87.4) million, or $(0.27) per share, in the second quarter of 2019, and earnings of $30.9 million, or $0.10 per share, in the first half of 2019, compared with earnings of $112.7 million, or $0.35 per share, in the second quarter of 2018, and $220.1 million, or $0.69 per share, in the first half of 2018. Excluding the after-tax NPT impairment charge of ~~$204.4 million, or $0.64 per share, our electric transmission segment earned $117.0 million, or $0.37 per share, in the second quarter of 2019, and $235.3 million, or $0.74 per share, in the first half~~

Our electric transmission segment earned $107.5 million, or $0.33 per share, in the third quarter of 2019, and $138.4 million, or $0.43 per share, in the first nine months of 2019, compared with $109.5 million, or $0.34 per share, in the third quarter of 2018, and $329.6 million, or $1.04 per share, in the first nine months of 2018. Excluding the after-tax NPT impairment charge of $204.4 million, or $0.64 per share, our electric transmission segment earned $342.8 million, or $1.07 per share, in the first nine months of 2019.

Eversource parent and other companies earned ~~$7.3~~$13.7 million, or ~~$0.02~~$0.03 per share, in the ~~second~~third quarter of 2019, and ~~$0.3 million in the first half of 2019, compared with $16.6 million, or $0.05 per share, in the second quarter of 2018, and $15.2~~$14.0 million, or $0.04 per share, in the first ~~half~~nine months of 2019, compared with $1.1 million in the third quarter of 2018, and $16.3 million, or $0.05 per share, in the first nine months of 2018.

Excluding the NPT impairment charge, we continue to project non-GAAP 2019 earnings of between $3.40 per share and $3.50 per share.

Liquidity:

Cash flows provided by operating activities totaled ~~$924.6 million~~$1.49 billion in the first ~~half~~nine months of 2019, compared with ~~$698.1 million~~$1.41 billion in the first ~~half~~nine months of 2018. Investments in property, plant and equipment totaled ~~$1.38~~$2.13 billion in the first ~~half~~nine months of 2019, compared with ~~$1.25~~$1.89 billion in the first ~~half~~nine months of 2018. Cash totaled ~~$20.6~~$22.7 million as of ~~June~~September 30, 2019, compared with $108.1 million as of December 31, 2018.

On June 4, 2019, we completed an equity offering of 17,940,000 common shares, consisting of 5,980,000 common shares issued directly by us and 11,960,000 common shares issuable pursuant to a forward sale agreement with an investment bank. The issuance of 5,980,000 common shares resulted in proceeds of $426.9 million, net of issuance costs, and was reflected in shareholders’ equity and as a financing activity on the statement of cash flows.

In the ~~second~~third quarter of 2019, we issued ~~$1.0 billion~~$475 million of new long-term debt, consisting of ~~$300~~$200 million by CL&P, ~~$400~~$200 million by Yankee Gas and $75 million by NSTAR ~~Electric and $300 million by PSNH.~~Gas. Proceeds from these new issuances were used primarily to repay short-term borrowings, ~~and to~~ repay long-term debt at ~~maturity.~~maturity and fund capital expenditures and working capital.

Strategic:

On July 19, 2019, the New Hampshire Supreme Court issued a decision denying Northern Pass’ appeal and affirming the NHSEC’s evaluation and decision in March 2018 that denied Northern Pass’ siting application. As a result of the New Hampshire Supreme Court decision, Eversource concluded that construction of the project was no longer probable and that substantially all of the capitalized project costs, which totaled $318 million, certain of which are subject to cost reimbursement agreements, were impaired. Eversource recorded a pre-tax impairment charge of $239.6 million (after-tax charge of $204.4 million, or $0.64 per share) for the three and six months ended June 30, 2019, which was reflected in the Electric Transmission segment.

~~On July 18,~~October 23, 2019, NYSERDA announced ~~that~~the execution of a 25-year agreement with the Sunrise Wind ~~a joint~~ project ~~between Eversource and Ørsted, was selected~~ to ~~negotiate a 25-year power~~ purchase ~~agreement for~~Offshore Wind Renewable Energy Certificates (ORECs) from an 880 MW offshore wind facility. ~~Sunrise~~The project was selected on July 18, 2019 and will use a combination of lease areas from Bay State Wind and North East Offshore, and will ~~be developed 30 miles east~~sell ORECs to NYSERDA at a price of ~~Montauk Point, Long Island.~~$110.37 per MWh. Subject to ~~contract signing and~~ Eversource’s and Ørsted's final investment decisions, the project is expected to be operational in 2024.

On September 30, 2019, Eversource and Ørsted submitted several alternative bids, called Constitution Wind, to DEEP, in response to Connecticut's offshore wind RFP for 400 MW (and up to 2,000 MW). We currently expect a decision on these proposals in late November 2019.

Earnings Overview

Consolidated: Below is a summary of our earnings by business, which also reconciles the non-GAAP financial measures of consolidated non-GAAP earnings and EPS, as well as EPS by business, to the most directly comparable GAAP measures of consolidated Net Income Attributable to Common Shareholders and diluted EPS.


	For the Three Months Ended June 30,										For the Six Months Ended June 30,										For the Three Months Ended September 30,								For the Nine Months Ended September 30,
	2019						2018				2019						2018				2019				2018				2019						2018
(Millions of Dollars, Except Per Share Amounts)	Amount			Per Share			Amount		Per Share		Amount			Per Share			Amount		Per Share		Amount		Per Share		Amount		Per Share		Amount			Per Share			Amount		Per Share
Net Income Attributable to Common Shareholders (GAAP)	$	31.5		$	0.10		$	242.8	$	0.76	$	340.1		$	1.07		$	512.3	$	1.61	$	318.9	$	0.98	$	289.4	$	0.91	$	659.0		$	2.05		$	801.7	$	2.52

Regulated Companies	$	228.6		$	0.72		$	226.2	$	0.71	$	544.2		$	1.71		$	497.1	$	1.57	$	305.2	$	0.95	$	288.3	$	0.91	$	849.4		$	2.65		$	785.4	$	2.47
Eversource Parent and Other Companies	7.3			0.02			16.6		0.05		0.3			—			15.2		0.04		13.7		0.03		1.1		—		14.0			0.04			16.3		0.05
Non-GAAP Earnings	$	235.9		$	0.74		$	242.8	$	0.76	$	544.5		$	1.71		$	512.3	$	1.61	$	318.9	$	0.98	$	289.4	$	0.91	$	863.4		$	2.69		$	801.7	$	2.52
Impairment of Northern Pass Transmission (after-tax)	(204.4		)	(0.64		)	—		—		(204.4		)	(0.64		)	—		—		—		—		—		—		(204.4		)	(0.64		)	—		—
Net Income Attributable to Common Shareholders (GAAP)	$	31.5		$	0.10		$	242.8	$	0.76	$	340.1		$	1.07		$	512.3	$	1.61	$	318.9	$	0.98	$	289.4	$	0.91	$	659.0		$	2.05		$	801.7	$	2.52

Regulated Companies: Our regulated companies comprise the electric distribution, electric transmission, natural gas distribution and water distribution segments. A summary of our segment earnings and EPS is as follows:


	For the Three Months Ended June 30,										For the Six Months Ended June 30,										For the Three Months Ended September 30,												For the Nine Months Ended September 30,
	2019						2018				2019						2018				2019						2018						2019						2018
(Millions of Dollars, Except Per Share Amounts)	Amount			Per Share			Amount		Per Share		Amount			Per Share			Amount		Per Share		Amount			Per Share			Amount			Per Share			Amount			Per Share			Amount		Per Share
Net Income - Regulated Companies (GAAP)	$	24.2		$	0.08		$	226.2	$	0.71	$	339.8		$	1.07		$	497.1	$	1.57	$	305.2		$	0.95		$	288.3		$	0.91		$	645.0		$	2.01		$	785.4	$	2.47

Electric Distribution	$	105.4		$	0.33		$	101.3	$	0.32	$	225.4		$	0.71		$	205.5	$	0.65	$	197.3		$	0.61		$	173.8		$	0.55		$	422.7		$	1.32		$	379.3	$	1.19
Electric Transmission, excluding Northern Pass Transmission impairment (Non-GAAP)	117.0			0.37			112.7		0.35		235.3			0.74			220.1		0.69		107.5			0.33			109.5			0.34			342.8			1.07			329.6		1.04
Natural Gas Distribution	(1.8		)	—			5.0		0.02		74.7			0.23			62.8		0.20		(17.1		)	(0.05		)	(12.6		)	(0.04		)	57.6			0.18			50.2		0.16
Water Distribution	8.0			0.02			7.2		0.02		8.8			0.03			8.7		0.03		17.5			0.06			17.6			0.06			26.3			0.08			26.3		0.08
Net Income - Regulated Companies (Non-GAAP)	$	228.6		$	0.72		$	226.2	$	0.71	$	544.2		$	1.71		$	497.1	$	1.57	$	305.2		$	0.95		$	288.3		$	0.91		$	849.4		$	2.65		$	785.4	$	2.47
Impairment of Northern Pass Transmission (after-tax)	(204.4		)	(0.64		)	—		—		(204.4		)	(0.64		)	—		—		—			—			—			—			(204.4		)	(0.64		)	—		—
Net Income - Regulated Companies (GAAP)	$	24.2		$	0.08		$	226.2	$	0.71	$	339.8		$	1.07		$	497.1	$	1.57	$	305.2		$	0.95		$	288.3		$	0.91		$	645.0		$	2.01		$	785.4	$	2.47

Our electric distribution segment earnings increased ~~$4.1~~$23.5 million in the ~~second~~third quarter of 2019, as compared to the ~~second~~third quarter of 2018, due primarily to CL&P base distribution rate increases effective May 1, 2019 and May 1, 2018, an NSTAR Electric base distribution rate increase effective January 1, 2019, the base distribution rate increase at PSNH effective July 1, 2019, lower non-tracked operations and maintenance expense and the property tax settlement at PSNH, partially offset by the absence in 2019 of a 2018 benefit at PSNH relating to carrying charges on storm costs, lower non-service income from our benefit plans and higher depreciation expense.

Our electric distribution segment earnings increased $43.4 million in the first nine months of 2019, as compared to the first nine months of 2018, due primarily to the CL&P, NSTAR Electric and PSNH base distribution rate increases, and, effective July 1, 2018, higher earnings from CL&P's capital tracker mechanism ~~effective July 1, 2018~~ due to increased electric system ~~improvements,~~improvements. The earnings increase was partially offset by ~~higher operations and maintenance expense,~~the absence in 2019 of a 2018 benefit at PSNH relating to carrying charges on storm costs, higher depreciation expense, lower non-service income from our benefit plans, and the absence in 2019 of generation earnings at PSNH due to the sale of its generation assets in 2018.

Our electric ~~distribution~~transmission segment earnings ~~increased $19.9~~decreased $2 million in the ~~first half~~third quarter of 2019, as compared to the ~~first half~~third quarter of 2018, due primarily to CL&P and NSTAR Electric base distribution rate increases, higher earnings from CL&P's capital tracker mechanism effective July 1, 2018 due to increased electric system improvements, and the recognition in the first quarter of 2019 of carrying charges on PSNH storm costs approved for recovery. The earnings increase was partially offset by higher depreciation expense, higher operations and maintenance expense, lower non-service income from our benefit plans, and the absence ~~in 2019~~ of ~~generation earnings at PSNH due~~the NPT AFUDC income related to ~~the sale of its generation assets in 2018.~~equity.

Our electric transmission segment earnings decreased ~~$200.1 million and $189.2~~$191.2 million in the ~~second quarter and~~ first ~~half~~nine months of 2019, ~~respectively,~~ as compared to the ~~second quarter and~~ first ~~half~~nine months of 2018, due primarily to the impairment of NPT, which resulted in an after-tax charge of $204.4 million, or $0.64 per ~~share.~~share in the second quarter of 2019. Excluding the NPT impairment charge, earnings increased ~~$4.3 million and $15.2~~$13.2 million in the ~~second quarter and~~ first ~~half~~nine months of 2019, ~~respectively,~~ as compared to the ~~second quarter and~~ first ~~half~~nine months of 2018, 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 from the annual billing and cost reconciliation filing with FERC. For further information on the impairment of NPT, see ~~"Business Development and Capital Expenditures~~"Other Matters - ~~Electric Transmission Business -~~Impairment of Northern ~~Pass"~~Pass Transmission" in this Management's Discussion and Analysis of Financial Condition and Results of Operations.

Our natural gas distribution segment earnings decreased ~~$6.8~~$4.5 million in the ~~second~~third quarter of 2019, as compared to the ~~second~~third quarter of 2018, due primarily to ~~higher operations and maintenance expense,~~ lower revenues due to the seasonality of the decoupled rate structure arising from the Yankee Gas base distribution rate case ~~which~~that provides lower earnings in non-heating months (and greater earnings in the winter heating months). In addition, our earnings decreased due to higher operations and maintenance expense, higher ~~depreciation and~~ property tax ~~expense.~~ expense and depreciation expense, partially offset by higher earnings from capital tracker mechanisms due to continued investments in natural gas infrastructure.

Our natural gas distribution segment earnings increased ~~$11.9~~$7.4 million in the first ~~half~~nine months of 2019, as compared to the first ~~half~~nine months of 2018, due primarily to the impact of the Yankee Gas base distribution rate increase effective November 15, 2018 and higher earnings from capital tracker mechanisms due to continued ~~investment~~investments in natural gas infrastructure. ~~Yankee Gas' decoupled rate structure is seasonally structured and provides greater earnings in the winter heating months.~~ The earnings increase was partially offset by higher operations and maintenance expense, ~~higher~~ property and other ~~taxes~~tax expense, and ~~higher~~ depreciation expense.

Our water distribution segment had earnings ~~increased $0.8 million and $0.1~~of $17.5 million in the ~~second~~third quarter ~~and first half~~ of 2019 ~~respectively, as~~and $26.3 million in the first nine months of 2019, compared towith $17.6 million in the ~~second~~third quarter of 2018 and $26.3 million in the first ~~half~~nine months of 2018. Our water distribution business is seasonal, with lower earnings occurring during the winter months and higher earnings occurring during the summer months.

Eversource Parent and Other Companies: Eversource parent and other companies had earnings of ~~$7.3~~$13.7 million in the ~~second~~third quarter of 2019 and ~~$0.3~~$14.0 million in the first ~~half~~nine months of 2019, compared with ~~$16.6~~$1.1 million in the ~~second~~third quarter of 2018 and ~~$15.2~~$16.3 million in the first ~~half~~nine months of 2018. The ~~decrease~~increase in earnings in ~~both periods~~the third quarter of 2019, as compared to the third quarter of 2018, was due primarily to the absence in 2019 of anthe third quarter 2018 impairment of our investment in the Access Northeast project, partially offset by the absence in 2019 of income tax ~~benefit associated with our investments~~benefits recognized in 2018, and higher interest expense. The decrease in earnings in the ~~second quarter~~first nine months of 2019, as compared to the first nine months of 2018, was due primarily to the absence in 2019 of income tax benefits recognized in 2018, and higher interest expense, ~~and a higher effective tax rate,~~ partially offset by the absence of the third quarter 2018 impairment of our investment in the Access Northeast project, and a higher return at Eversource Service as a result of increased investments in property, plant and equipment.

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

Fluctuations in retail electric sales volumes at PSNH impact earnings ("Traditional" in the table below). For CL&P, NSTAR Electric, Yankee Gas, and NSTAR Gas, fluctuations in retail 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.~~revenues. Fluctuations in water sales volumes largely do not impact earnings as our Connecticut water distribution business is also decoupled.

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


	Electric					Firm Natural Gas								Water							Electric							Firm Natural Gas						Water
	Sales Volumes (GWh)		Percentage Decrease			Sales Volumes (MMcf)					Percentage Increase/ (Decrease)			Sales Volumes (MG)					Percentage Decrease		Sales Volumes (GWh)				Percentage Decrease			Sales Volumes (MMcf)				Percentage Increase		Sales Volumes (MG)			Percentage Decrease
Three Months Ended June 30:	2019	2018 ⁽¹⁾			2019			2018 ⁽²⁾			Percentage Increase/ (Decrease)		2019			2018																					Percentage Decrease
Three Months Ended September 30:																					2019			2018 ⁽¹⁾	Percentage Decrease		Percentage Decrease		2019		2018 ⁽²⁾			Percentage Increase	2019		2018		Percentage Decrease
Traditional	1,757	1,803	Percentage Decrease	(2.6	)%		—			—		—	%		459			485	Percentage Decrease			(5.4	)%	2,078	2,206		Percentage Decrease			—		Percentage Increase	—	Percentage Increase		695		732	Percentage Decrease
Decoupled and Special Contracts ⁽³⁾	9,853	10,330	(4.6	)%		18,191			18,932		(3.9	)%		4,834			5,016		(3.6	)%	12,261			13,110	(6.5	)%		11,557		11,342		1.9	%	6,961	7,118		(2.2	)%
Total Sales Volumes	11,610	12,133	(4.3	)%		18,191			18,932		(3.9	)%		5,293			5,501		(3.8	)%	14,339			15,316	(6.4	)%		11,557		11,342		1.9	%	7,656	7,850		(2.5	)%

Six Months Ended June 30:
Nine Months Ended September 30:
Traditional	3,724	3,775	(1.4	)%		—			—		—	%		910			953		(4.5	)%	5,803			5,981	(3.0	)%		—		—		—	%	1,604	1,684		(4.8	)%
Decoupled and Special Contracts ⁽³⁾	21,037	21,579	(2.5	)%		63,358			61,983		2.2	%		9,212			9,373		(1.7	)%	33,298			34,690	(4.0	)%		74,915		73,325		2.2	%	16,173	16,491		(1.9	)%
Total Sales Volumes	24,761	25,354	(2.3	)%		63,358			61,983		2.2	%		10,122			10,326		(2.0	)%	39,101			40,671	(3.9	)%		74,915		73,325		2.2	%	17,777	18,175		(2.2	)%

⁽¹⁾ Effective February 1, 2018, NSTAR Electric operated entirely under a decoupled rate structure. The 2018 sales volumes for NSTAR Electric have been recast to present January 2018 as decoupled to conform to the current year presentation.

⁽²⁾ Effective November 15, 2018, Yankee Gas operated under a decoupled rate structure. The 2018 sales volumes for Yankee Gas have been recast to present 2018 as decoupled to conform to the current year presentation.

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

Liquidity

Cash totaled ~~$20.6~~$22.7 million as of ~~June~~September 30, 2019, compared with $108.1 million as of December 31, 2018.

The amount of borrowings outstanding and available under the commercial paper programs were as follows:


	Borrowings Outstanding as of				Available Borrowing Capacity as of				Weighted-Average Interest Rate as of					Borrowings Outstanding as of							Available Borrowing Capacity as of						Weighted-Average Interest Rate as of
	June 30, 2019		December 31, 2018		June 30, 2019		December 31, 2018		June 30, 2019			December 31, 2018		September 30, 2019			December 31, 2018				September 30, 2019			December 31, 2018			September 30, 2019			December 31, 2018
(Millions of Dollars)	June 30, 2019				June 30, 2019				June 30, 2019			December 31, 2018		September 30, 2019			December 31, 2018				September 30, 2019			December 31, 2018			September 30, 2019			December 31, 2018
Eversource Parent Commercial Paper Program	$	566.0	December 31, 2018	$	631.5	$	December 31, 2018	884.0			$	818.5			2.55	%	2.77	%	$	684.5		$	631.5		$	765.5			$	818.5		2.25	%	2.77	%
NSTAR Electric Commercial Paper Program	163.0		278.5		487.0		371.5		2.42	%		2.50	%	28.0			278.5				622.0			371.5			1.98	%		2.50	%

There were no borrowings outstanding on either the Eversource parent or NSTAR Electric revolving credit facilities as of June 30, 2019 or December 31, 2018. Eversource's water distribution segment has a $100 million revolving credit facility, which expires on August 19, 2019, and there were no borrowings outstanding as of JuneSeptember 30, 2019 or December 31, 2018.

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

(Millions of Dollars)

Issue Date

Issuance/(Repayment)

Maturity Date

Use of Proceeds for Issuance/
Repayment Information

Issue Date

Issuance/(Repayment)

Maturity Date

Use of Proceeds for Issuance/
Repayment Information

CL&P:

4.00% 2018 Series A First Mortgage Bonds ⁽¹⁾

April 2019

300.0

April 2048

Repaid short-term borrowings that were used to repay long-term debt that matured on February 1, 2019 and fund capital expenditures and working capital

April 2019

300.0

April 2048

Paid short-term borrowings that were used to pay long-term debt that matured on February 1, 2019 and fund capital expenditures and working capital

3.20% 2017 Series A First Mortgage Bonds ⁽²⁾

September 2019

200.0

March 2027

Paid short-term borrowings and fund capital expenditures and working capital

5.50% 2009 Series A First Mortgage Bonds

February 2009

(250.0

)

February 2019

Repaid at maturity on February 1, 2019

February 2009

(250.0

)

February 2019

Paid at maturity on February 1, 2019

NSTAR Electric:

3.25% 2019 Debentures

May 2019

400.0

May 2029

Repaid short-term borrowings that were used to fund investments in eligible green expenditures

May 2019

400.0

May 2029

Paid short-term borrowings that were used to fund investments in eligible green expenditures

PSNH:

3.60% 2019 Series T First Mortgage Bonds

June 2019

300.0

July 2049

Repay long-term debt due to mature in December 2019, repaid short-term borrowings and fund capital expenditures and working capital

June 2019

300.0

July 2049

Paid long-term debt due to mature in December 2019, paid short-term borrowings and fund capital expenditures and working capital

Other:

NSTAR Gas 3.74% Series Q First Mortgage Bonds

July 2019

75.0

August 2049

Repaid short-term borrowings and fund capital expenditures and working capital

July 2019

75.0

August 2049

Paid short-term borrowings and fund capital expenditures and working capital

Yankee Gas 2.23% Series P First Mortgage Bonds

September 2019

100.0

October 2024

Paid long-term debt due to mature in November 2019, paid short-term borrowings and fund capital expenditures and working capital

Yankee Gas 3.30% Series Q First Mortgage Bonds

September 2019

100.0

October 2049

Paid long-term debt due to mature in November 2019, paid short-term borrowings and fund capital expenditures and working capital


⁽¹⁾	These bonds are part of the same series issued by CL&P in March 2018. The aggregate outstanding principal amount of these bonds is now $800 million.


⁽²⁾	These bonds are part of the same series issued by CL&P in March 2017. The aggregate outstanding principal amount of these bonds is now $500 million.

~~As a result of~~

Long-Term Debt Issuance Authorization: On April 26, 2019, the ~~NSTAR Gas debt issuance~~NHPUC approved PSNH’s request for authorization to issue up to $300 million in ~~July 2019, $75 million of current portion of~~ long-term debt ~~was reclassified~~through December 31, 2019. On August 14, 2019, PURA approved CL&P’s request for authorization to ~~Long-Term Debt on Eversource's consolidated balance sheet as of June 30, 2019.~~issue up to $675 million in long-term debt through December 31, 2022.

Eversource does not expect to issue additional public long-term debt in 2019.

Rate Reduction Bonds: PSNH's RRB payments consist of principal and interest and are paid semi-annually, beginning on February 1, 2019. PSNH paid ~~$30.7~~$52.3 million of RRB principal payments and ~~$16.2~~$26.8 million of interest payments in the first ~~half~~nine months of 2019.

Common Share Issuance and Forward Sale Agreement: On June 4, 2019, Eversource completed an equity offering of 17,940,000 common shares, consisting of 5,980,000 common shares issued directly by us and 11,960,000 common shares issuable pursuant to a forward sale agreement with an investment bank. The issuance of 5,980,000 common shares resulted in proceeds of $426.9 million, net of issuance costs, and was reflected in shareholders’ equity and as a financing activity on the statement of cash flows.

Eversource intends to use the net proceeds received upon the direct issuance of common shares and the net proceeds expected to be received upon settlement of the forward sale agreement to repay short-term debt under the commercial paper program, to fund capital spending to enhance reliability and fund clean energy initiatives, and for general corporate purposes.

Cash Flows: Cash flows provided by operating activities totaled ~~$924.6 million~~$1.49 billion in the first ~~half~~nine months of 2019, compared with ~~$698.1 million~~$1.41 billion in the first ~~half~~nine months of 2018. The increase in operating cash flows was due primarily to a ~~$172.4~~decrease in 2019 of approximately $212 million of major storm restoration cost payments, the timing of cash collections on our accounts receivable, and a $68.5 million decrease in pension and PBOP cash contributions made in ~~the first half of~~ 2019, as compared to the ~~first half of 2018, approximately $172 million of storm restoration cost payments made~~same period in ~~the first half of 2018, and the timing of cash collections on our accounts receivable.~~2018. Also contributing to the increase were $17.4 million of lower income tax payments made in ~~the first half of~~ 2019, ~~of $59.2 million~~as compared to 2018, and $68.8 million in DOE Phase IV proceeds received by CYAPC and YAEC in the second quarter of 2019. Partially offsetting these favorable impacts were the timing of collections for regulatory tracking mechanisms, and the timing of accounts payable cash payments and other working capital items.

On ~~May 1,~~September 9, 2019, our Board of Trustees approved a common share dividend payment of $0.535 per share, which was paid on ~~June 28,~~September 30, 2019 to shareholders of record as of ~~May 23,~~September 20, 2019. In the first ~~half~~nine months of 2019, we paid cash dividends of ~~$323.3~~$495.6 million, compared with ~~$320.1~~$480.1 million paid in the first ~~half~~nine months of 2018.

In the first ~~half~~nine months of 2019, CL&P, NSTAR Electric and PSNH paid ~~$275.4~~$341.8 million, $181.8 million, and ~~$233.0~~$252.0 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 and deferred portions of pension and PBOP expense. In the first ~~half~~nine months of 2019, investments for Eversource, CL&P, NSTAR Electric, and PSNH were ~~$1.38~~$2.13 billion, ~~$466.1~~$699.3 million, ~~$418.6~~$636.2 million, and ~~$132.8~~$209.0 million, respectively.

Credit Ratings: ~~On June 5, 2019, Moody’s raised the credit ratings of NSTAR Electric from A2 positive to A1 stable.~~ On July 25, 2019, S&P downgraded the ratings on Eversource and all of ~~it's~~its subsidiaries and revised the outlooks from negative to stable.

A summary of our corporate credit ratings and outlooks by Moody's, S&P and Fitch is as follows:



	Moody's		S&P		Fitch
	Current	Outlook	Current	Outlook	Current	Outlook
Eversource Parent	Baa1	Stable	A-	Stable	BBB+	Stable
CL&P	A3	Stable	A	Stable	A-	Stable
NSTAR Electric	A1	Stable	A	Stable	A	Stable
PSNH	A3	Stable	A	Stable	A-	Stable

A summary of the current credit ratings and outlooks by Moody's, S&P and Fitch for senior unsecured debt of Eversource parent and NSTAR Electric, and senior secured debt of CL&P and PSNH is as follows:



	Moody's		S&P		Fitch
	Current	Outlook	Current	Outlook	Current	Outlook
Eversource Parent	Baa1	Stable	BBB+	Stable	BBB+	Stable
CL&P	A1	Stable	A+	Stable	A+	Stable
NSTAR Electric	A1	Stable	A	Stable	A+	Stable
PSNH	A1	Stable	A+	Stable	A+	Stable

Business Development and Capital Expenditures

Our consolidated capital expenditures, including amounts incurred but not paid, cost of removal, AFUDC, and the capitalized and deferred portions of pension and PBOP expense (all of which are non-cash factors), totaled ~~$1.41~~$2.18 billion in the first ~~half~~nine months of 2019, compared to ~~$1.18~~$1.96 billion in the first ~~half~~nine months of 2018. These amounts included ~~$97.6~~$158.8 million and ~~$69.8~~$113.9 million in the first ~~half~~nine months of 2019 and 2018, 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 decreased by ~~$30.8~~$35.0 million in the first ~~half~~nine months of 2019, as compared to the first ~~half~~nine months of 2018. A summary of electric transmission capital expenditures by company is as follows:


	For the Six Months Ended June 30,				For the Nine Months Ended September 30,
(Millions of Dollars)	2019		2018		2019		2018
CL&P	$	220.6	$	240.4	$	333.6	$	346.7
NSTAR Electric	166.4		138.6		237.3		210.8
PSNH	59.6		88.7		108.4		142.1
NPT	9.7		19.4		9.7		24.4
Total Electric Transmission Segment	$	456.3	$	487.1	$	689.0	$	724.0

~~Northern Pass~~: Northern Pass is Eversource's planned 1,090 MW HVDC transmission line that would interconnect from the Québec-New Hampshire border to Franklin, New Hampshire and an associated alternating current radial transmission line between Franklin and Deerfield, New Hampshire.

On March 30, 2018, the New Hampshire Site Evaluation Committee (“NHSEC”), one of the state regulatory agencies from which Northern Pass was required to obtain a siting permit, issued a written decision denying Northern Pass’ siting application. In the first quarter of 2018, Eversource conducted an impairment review of the Northern Pass project and concluded, at that time, that the recorded amount of project costs was recoverable. On July 12, 2018, the NHSEC issued a written decision denying Northern Pass’ April 2018 motion for rehearing, and on October 12, 2018, the New Hampshire Supreme Court accepted an appeal filed by Northern Pass that alleged that the NHSEC failed to follow applicable law in its review of the project. On July 19, 2019, the New Hampshire Supreme Court issued a decision denying Northern Pass’ appeal and affirming the NHSEC’s evaluation and decision that denied Northern Pass’ siting application.

Eversource evaluated the impact of the New Hampshire Supreme Court decision on the probability of construction and operation of Northern Pass. Eversource concluded that construction of the project was no longer probable and that substantially all of the capitalized project costs, which totaled $318 million, certain of which are subject to cost reimbursement agreements, were impaired. Eversource concluded that the New Hampshire Supreme Court decision is a subsequent event that required recognition in the financial statements as of and for the three and six months ended June 30, 2019.

Based on the conclusion that the construction of Northern Pass was not probable, Eversource recorded an impairment charge for all of the project costs associated with Northern Pass, which were primarily engineering design, siting, permitting and legal costs, along with appropriate allowances for funds used during construction, and recognized a receivable for certain cost reimbursement agreements. Additionally, Eversource recorded an impairment charge associated with the land acquired to construct Northern Pass in order to recognize the land at its estimated fair value based on assessed values and transaction costs. In total, this resulted in a pre-tax impairment charge of $239.6 million within Operating Income on the statement of income for the three and six months ended June 30, 2019, and was reflected in the ElectricEastern Massachusetts Transmission segment. The after-tax impact of the impairment charge was $204.4 million, or $0.64 per share, after giving effect to the estimated fair value of the related land, reimbursement agreements, and the impact of expected income tax benefits associated with the impairment charge. Eversource does not expect any significant estimated future cash expenditures associated with this impairment charge.

~~Greater Boston Reliability Solution:~~Projects: ~~The Greater Boston and New Hampshire Solution consists~~These projects consist of a portfolio of electric transmission upgrades in southern New Hampshire, ~~and~~ northern Massachusetts and continuing into the greater Boston metropolitan area, of which 28 upgrades are in Eversource's service territory (two in New Hampshire and 26 in Massachusetts). The two New Hampshire upgrades, including the Merrimack Valley Reliability Project, have been placed in service and 17 Massachusetts upgrades have been placed in service. ~~Seven~~The majority of the remaining upgrades are under construction and one upgrade is expected to enter construction in the fourth quarter of 2019. We anticipate approval from the Massachusetts Energy Facilities Siting Board on the remaining project in 2019. Most upgrades are expected to be ~~completed by the end of 2019. Four projects are expected to be~~placed in service ~~by the end of 2020 and another project by mid-2021.~~in 2021. We estimate our portion of the investment ~~in the Solution~~ will be approximately ~~$560~~$700 million, of which ~~$396.7~~$414 million has been spent and capitalized through ~~June~~September 30, 2019.

GHCC: The Greater Hartford Central Connecticut ("GHCC") ~~projects, which have been approved by ISO-NE, consist~~Solution consists of 27 projects with an expected investment of approximately $350 million. As of ~~June~~September 30, 2019, 24 projects have been placed in service, and three projects are in active construction and are expected to be placed in service through ~~2019.~~mid-2020. As of ~~June~~September 30, 2019, CL&P had spent and capitalized ~~$253.1~~$265.7 million in costs associated with GHCC.

Seacoast Reliability Project: The Seacoast Reliability Project consists of a 13-mile, 115kV transmission line within several New Hampshire communities, using a combination of overhead, underground and underwater line designs to help meet the growing demand for electricity in the Seacoast region. On December 10, 2018, the NHSEC indicated its unanimous approval of the project, and subsequently issued its written decision on January 31, 2019. On April 11, 2019, the NHSEC issued its written decision denying motions for rehearing submitted by three entities that intervened in the proceeding. On May 13, 2019, two appeals of the NHSEC's approval orders were filed with the New Hampshire Supreme Court. ~~The~~While the court has not yet determined whether it will hear those ~~appeals.~~appeals, it denied a motion for a stay of construction on August 22, 2019. On ~~July 3,~~October 14, 2019, the U.S. District Court denied a motion for a preliminary injunction to stop construction of the project in wetlands until after an appeal of the U.S. Army Corps of Engineers ~~issued its~~ permit ~~allowing construction in wetlands to proceed.~~is deliberated. This project is under construction and is scheduled to be completed byin the ~~end~~second quarter of ~~2019.~~2020. We now estimate the investment in this project to be approximately ~~$84~~$125 million, of which PSNH had spent and capitalized ~~$38.5~~$51.7 million in costs through ~~June~~September 30, 2019. The increase of approximately $40 million was due primarily to revised schedules associated with the extensive siting and permitting processes and mandated permit conditions included with the approvals.

All project costs are anticipated to be fully recoverable through transmission rates.

Distribution Business: A summary of distribution capital expenditures is as follows:


	For the Six Months Ended June 30,														For the Nine Months Ended September 30,
(Millions of Dollars)	CL&P		NSTAR Electric		PSNH		Total Electric		Natural Gas		Water		Total		CL&P		NSTAR Electric		PSNH		Total Electric		Natural Gas		Water		Total
2019
Basic Business	$	142.9	$	142.4	$	19.1	$	304.4	$	29.4	$	5.6	$	339.4	$	189.4	$	204.8	$	29.4	$	423.6	$	48.7	$	9.8	$	482.1
Aging Infrastructure	96.0		96.6		52.7		245.3		125.8		42.9		414.0		171.2		143.2		74.7		389.1		225.2		65.4		679.7
Load Growth and Other	32.0		28.6		7.1		67.7		26.3		0.9		94.9		46.0		55.3		11.1		112.4		51.5		1.2		165.1
Total Distribution	270.9		267.6		78.9		617.4		181.5		49.4		848.3		406.6		403.3		115.2		925.1		325.4		76.4		1,326.9
Solar	—		4.8		—		4.8		—		—		4.8		—		6.6		—		6.6		—		—		6.6
Total	$	270.9	$	272.4	$	78.9	$	622.2	$	181.5	$	49.4	$	853.1	$	406.6	$	409.9	$	115.2	$	931.7	$	325.4	$	76.4	$	1,333.5
2018
Basic Business	$	87.2	$	92.6	$	37.5	$	217.3	$	29.0	$	7.5	$	253.8	$	199.5	$	144.6	$	57.4	$	401.5	$	52.7	$	10.9	$	465.1
Aging Infrastructure	54.2		45.3		41.0		140.5		87.6		27.8		255.9		100.7		79.7		61.6		242.0		166.3		51.4		459.7
Load Growth and Other	34.9		14.1		5.9		54.9		19.1		1.1		75.1		59.5		39.3		9.1		107.9		38.2		1.8		147.9
Total Distribution	176.3		152.0		84.4		412.7		135.7		36.4		584.8		359.7		263.6		128.1		751.4		257.2		64.1		1,072.7
Solar and Generation	—		38.5		0.8		39.3		—		—		39.3		—		48.1		0.9		49.0		—		—		49.0
Total	$	176.3	$	190.5	$	85.2	$	452.0	$	135.7	$	36.4	$	624.1	$	359.7	$	311.7	$	129.0	$	800.4	$	257.2	$	64.1	$	1,121.7

For the electric distribution business, basic business includes the purchase of meters, tools, vehicles, information technology, transformer replacements, equipment facilities, and the relocation of plant. Aging infrastructure relates to reliability and the replacement of overhead lines, plant substations, underground cable replacement, and equipment failures. Load growth and other includes requests for new business and capacity additions on distribution lines and substation additions and expansions.

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

For the water distribution business, basic business addresses daily operational needs including periodic meter replacement, water main relocation, facility maintenance, and tools. Aging infrastructure relates to reliability and the replacement of water mains, regulators, storage tanks, pumping stations, wellfields, reservoirs, and treatment facilities. Load growth and other reflects growth in our service territory, including improvements to acquisitions, installation of new services, and interconnections of systems.

Offshore Wind Business: Our offshore wind business includes ownership interests in North East Offshore and Bay State Wind, which ~~collectively~~together hold power purchase agreements (PPAs) and contracts for the Revolution Wind, ~~and~~ South Fork Wind ~~projects~~ and ~~are in process of negotiating a power purchase agreement for the~~ Sunrise Wind ~~project.~~projects. Our offshore wind projects are being developed in joint and equal partnership with Ørsted. This business also participates in opportunities for ~~future~~ solicitations for offshore wind in the Northeast U.S.

On February 8, 2019, Eversource and Ørsted entered into ~~a 50-50~~an equal partnership ~~for~~to acquire key offshore wind assets in the ~~Northeast.~~Northeast, where Eversource owns 50 percent of these assets. Eversource's initial payment and contribution under the terms of the partnership agreements totaled approximately $225 million for a 50 percent ownership interest in North East Offshore, which holds the Revolution Wind and South Fork Wind ~~power~~ projects, as well as a 257 square-mile lease off the coasts of Massachusetts and Rhode Island. Eversource also has a 50 percent ownership interest in Bay State Wind, which holds the Sunrise Wind ~~power~~ project. Bay State ~~Wind~~Wind's lease area is located approximately 25 miles south of the coast of Massachusetts on a separate 300-square-mile ocean lease adjacent to the North East Offshore area and has the ultimate potential to generate at least 2,000 MW of clean, renewable energy. Together, the Bay State Wind and the North East Offshore lease sites jointly-owned by Eversource and Ørsted could eventually develop at least 4,000 MW of clean, renewable offshore wind ~~generation.~~energy. In the third quarter of 2019, Eversource made additional capital contributions of $133.6 million. As of ~~June~~September 30, 2019, Eversource's total equity investment balance in its offshore wind business was ~~$499.5~~$637.2 million. ~~In July 2019,~~

The following table provides a summary of the Eversource ~~made an additional capital contribution of $54.9 million.~~and Ørsted major projects with announced contracts:



Wind Project	State Servicing	Size (MW)	Term (Years)	Price per MWh ⁽¹⁾	Projected In-Service Date
Revolution Wind	Rhode Island	400	20	$98.43	Late 2023
Revolution Wind	Connecticut	304	20	⁽²⁾	Late 2023
South Fork Wind	New York (LIPA)	90	20	$160.33	End of 2022
South Fork Wind	New York (LIPA)	40	20	$86.25 ⁽²⁾	End of 2022
Sunrise Wind	New York (NYSERDA)	880	25	$110.37 ⁽³⁾	2024


⁽¹⁾	Revolution Wind and Sunrise Wind are fixed price contracts with no price escalation. South Fork Wind includes a 2 percent average price escalation over the contract term.


⁽²⁾	Revolution Wind 104 MW PPAs (for which pricing has not yet been publicly disclosed) and South Fork Wind PPA-amendment are awaiting regulatory approval.


⁽³⁾	Index OREC strike price.

Revolution Wind, ~~and~~ South Fork Wind, ~~Projects:~~and Sunrise Wind Projects ~~Revolution Wind is a 704 MW offshore wind power project that will deliver power to Rhode Island (400 MW) and Connecticut (304 MW).~~: The Revolution Wind project was selected under separate ~~respective~~ Connecticut and Rhode Island ~~competitive RFPs~~procurements based on each state's clean energy requirements. In Rhode Island, a 20-year PPA for 400 MW was executed and has been approved by the Rhode Island Public Utilities Commission. In Connecticut, two 20-year ~~power purchase agreements~~PPAs for a total of 200 MW were executed and have been approved by the PURA, and two 20-year ~~power purchase agreements~~PPAs for a total of 104 MW were executed and are currently awaiting regulatory approval. ~~In Rhode Island, a 20-year power purchase agreement for 400 MW was executed and has been approved by the Rhode Island Public Utilities Commission.~~

~~South Fork Wind is a 130 MW offshore wind power project that will interconnect into eastern Long Island where it will deliver power to the Long Island Power Authority.~~ The South Fork Wind project was selected by the Long Island Power Authority (LIPA), and a 20-year ~~power purchase agreement~~PPA for 90 MW was ~~executed.~~executed and approved. Subsequently, ~~the Long Island Power Authority~~LIPA agreed to expand the original ~~power purchase agreement~~PPA to 130 MW through an amendment to the original agreement. Negotiations are currently underway to finalize this amendment.

~~South Fork~~On October 23, 2019, NYSERDA announced the execution of a 25-year agreement with the Sunrise Wind project to purchase ORECs from an 880 MW offshore wind facility. The Sunrise Wind project is ~~expected to~~held by Bay State Wind and will use a combination of lease areas from Bay State Wind and North East Offshore. Sunrise Wind will be ~~commissioned by the end~~developed 35 miles east of ~~2022, and Revolution Wind is expected to be commissioned in 2023.~~ Montauk Point, Long Island.

The completion dates for these projects are subject to permitting, engineering, siting and finalizing ~~power purchase agreements,~~PPAs, where applicable.

~~Sunrise~~Solicitations for Offshore Wind ~~Project:~~ ~~On February 14, 2019,~~: Eversource and Ørsted submitted joint proposals under the project name Sunrise Wind in response to a New York State Energy Research and Development Authority ("NYSERDA") RFP that was issued in November 2018. NYSERDA had the authority to award more than 800 MW in the first solicitation if sufficient attractive offers were received. On July 18, 2019, NYSERDA announced that Sunrise Wind was selected to negotiate a 25-year power purchase agreement for an 880 MW offshore wind facility. Sunrise Wind will be developed 30 miles east of Montauk Point, Long Island. Subject to contract signing and Eversource’s and Ørsted's final investment decisions, the project is expected to be operational in 2024.

~~Future Solicitations for OffShore Wind:~~ ~~Eversource and Ørsted are considering participation~~participated in the following opportunities for ~~future~~ solicitations for offshore wind based on each state's clean energy requirements:

Connecticut’s offshore wind RFP for 400 MW (and up to 2,000 MW) was issued on August 16, 2019. Eversource and Ørsted submitted several alternative bids, called Constitution Wind, on September 30, 2019. We currently expect a decision in late November 2019.

Massachusetts’ second offshore wind RFP for 400 MW to 800 MW was originally issued on May 23, ~~2019. Bids are due in August~~ 2019, and ~~contracts are expected to be awarded to selected bidders by the end of~~subsequently revised on August 7, 2019. Eversource and Ørsted ~~are evaluating participation in the RFP.~~

~~Connecticut’s offshore wind RFP for 400 MW (and up to 2,000 MW) is expected to be issued in~~submitted several alternative bids on August 23, 2019, ~~with bids due in September 2019 and contracts awarded to selected bidders by the end~~none of ~~2019. Eversource and Ørsted are evaluating participation in the RFP.~~which was selected.

FERC Regulatory Matters

FERC ROE Complaints: Four separate complaints have been filed at the FERC by combinations of New England state attorneys general, state regulatory commissions, consumer advocates, consumer groups, municipal parties and other parties (collectively the "Complainants"). In each of the first three complaints, filed on October 1, 2011, December 27, 2012, and July 31, 2014, respectively, the Complainants challenged the NETOs' base ROE of 11.14 percent that had been utilized since 2005 and sought an order to reduce it prospectively from the date of the final FERC order and for the separate 15-month complaint periods. In the fourth complaint, filed April 29, 2016, the Complainants challenged the NETOs' base ROE billed 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.

All amounts associated with the first complaint period have been refunded. Eversource has recorded a reserve of $39.1 million (pre-tax and excluding interest) for the second complaint period as of ~~June~~September 30, 2019. This reserve represents the difference between the billed rates during the second complaint period and a 10.57 percent base ROE and 11.74 percent incentive cap. The reserve consisted of $21.4 million for CL&P, $14.6 million for NSTAR Electric and $3.1 million for PSNH as of ~~June~~September 30, 2019.

Eversource, CL&P, NSTAR Electric and PSNH currently record revenues at the 10.57 percent base ROE and incentive cap at 11.74 percent established in the October 16, 2014 FERC order.

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.

FERC Notices of Inquiry: On March 21, 2019, FERC issued two Notices of Inquiry ("NOI") that may affect Eversource transmission ROEs and incentives. One NOI (the "FERC ROE NOI") seeks comments from all stakeholders on FERC's policies for evaluating ROEs for electric public utilities, and interstate natural gas and oil pipelines. The other NOI (the "FERC transmission incentives NOI") seeks comments on FERC's policies for implementing electric transmission incentives. On June 26, 2019, the NETOs jointly filed comments in the FERC ROE NOI, supporting the methodology established in the FERC’s October 16, 2018 order with minor enhancements going forward. Also on June 26, 2019, Eversource filed comments in the FERC transmission incentives NOI, requesting that FERC retain policies that have been effective in encouraging new transmission investment and remain flexible enough to attract investment in new and emerging transmission technologies. The NETOs jointly filed reply comments in the FERC ROE NOI on July 26, 2019. ~~Reply~~Eversource filed reply comments in the FERC transmission incentives NOI ~~are due~~on August 26, 2019. At this time, Eversource cannot predict how these NOIs will affect its ROEs or incentives.

FERC Transmission Rate Settlement: On December 28, 2015, FERC initiated a proceeding to review the NETOs' regional and local transmission formula rates due to a lack of transparency, finding that the formula rates appeared to lack sufficient details to determine how costs are derived and recovered in rates. This proceeding was set for hearing but held in abeyance to provide time for settlement judge procedures. On August 17, 2018, a signed Settlement Agreement between twenty-eight parties, including all six New England state regulatory commissions, the NETOs (including CL&P, NSTAR Electric and PSNH) and other settling parties, was filed at the FERC. The Settlement Agreement included, among other things, a new formula rate template ~~to be effective on January 1, 2020,~~ in which all regional and local transmission revenue requirements will be determined through a single formula rate. The Settlement Agreement was contested by a group of municipal entities and the FERC Trial Staff. On May 22, 2019, FERC rejected the Settlement Agreement and remanded the proceeding for hearings. ~~On July 29, 2019,~~The parties have been engaged in ~~response to~~further settlement negotiations and reached an agreement in principle on October 22, 2019. The FERC Chief Administrative Law Judge has approved a ~~request by~~suspension of the schedule for ninety days for the NETOs to ~~continue~~review the terms with other active parties and finalize and submit the settlement ~~discussions, the FERC Chief Judge suspended the procedural schedule for 45 days and set the date for hearings~~ to ~~begin on April 27, 2020, with the initial decision from the trial judge to be issued September 21, 2020.~~FERC.

Regulatory Developments and Rate Matters

Electric, Natural Gas and Water Utility 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~~nine months of 2019, 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 2018 Form 10-K.

U.S. Federal Corporate Income Taxes: On December 22, 2017, the Tax Cuts and Jobs Act became law, which amended existing federal tax rules to reduce the U.S. federal corporate income tax rate from 35 percent to 21 percent effective January 1, 2018. For our regulated companies, the most significant changes are (1) the benefit of incurring a lower federal income tax expense and (2) the reduction in ADIT liabilities (now excess ADIT or EDIT), which are estimated to be approximately ~~$2.9~~$2.8 billion and included in regulatory liabilities as of ~~June~~September 30, 2019. The refund of these EDIT regulatory liabilities to customers will generally be made over the same period as the remaining useful lives of the underlying assets that gave rise to the ADIT liabilities. The refund of EDIT has begun at several of our distribution companies and is reflected in rates. The refund to customers and resulting amortization of the EDIT regulatory liabilities results in lower Revenues on the statements of income and lower current tax expense. This is offset by the reduction to Income Tax Expense due to the amortization of the EDIT. The refund of EDIT results in a lower effective tax rate and no impact on net income.

~~Connecticut:~~

~~CL&P~~ Storm ~~Filing:~~Restoration Costs, Net: ~~CL&P's approved rate case settlement~~In the second half of 2019, three significant storms, one in ~~2018 incorporated $18.6 million of rate base recovery for catastrophic storms occurring after December 31, 2016, subject~~July and two in October, caused extensive damage to ~~a future~~our electric distribution systems and significant customer outages across all three states. A storm ~~filing. On November 16, 2018, CL&P filed~~must meet certain criteria to qualify for recovery with the criteria specific to each state jurisdiction and utility company. Once a storm qualifies for recovery, all qualifying expenses incurred during storm restoration efforts are deferred and recovered from customers. Costs for storms that do not meet the specific criteria are expensed as incurred. The July 2019 storm resulted in qualifying storm restoration costs of ~~$153~~approximately $16 million offor NSTAR Electric. Management continues to evaluate the storm restoration costs ~~incurred from October 2017 through May 2018, with recovery over six years to begin May 1, 2019. Through the course~~ of the ~~proceeding, CL&P updated its request to $145.5 million to reflect final invoicing~~October 2019 storms and ~~capitalization amounts. On April 17, 2019, PURA authorized recovery of $141.0 million as part of~~believes the storm restoration costs for all storms were prudent and meet the criteria for specific cost recovery in Connecticut, Massachusetts and New Hampshire, and that recovery from customers is probable through the ~~remainder to be recorded to plant or other balance sheet accounts. All approved amounts will be fully recoverable through specific mechanisms or through future rate cases.~~applicable regulatory recovery processes.

Massachusetts:

Hingham Condemnation: On April 22, 2019, the town of Hingham, Massachusetts voted to acquire the water system and treatment plant that ~~supply~~supplies water to the towns of Hingham, Hull and North ~~Cohasset with water.~~Cohasset. The acquisition price is currently estimated to be more than $100 million, subject to adjustment based on actual capital investments as legally required and other future closing adjustments. Aquarion will continue to operate the water system during the transition period until the sale occurs. The Company is evaluating the impact of the sale on its financial statements, which will be recorded when the sale transaction occurs. No loss is expected. The transaction is expected to close byin the first quarter of 2020. As of ~~June~~September 30, 2019, these water distribution assets were included within Property, Plant and Equipment, Net and goodwill on the balance sheet and were also reflected in the Water Distribution segment and reporting unit.

New Hampshire:

Distribution Rates: On April 26, 2019, PSNH filed an application with the NHPUC for approval of a temporary annual base distribution rate increase of approximately $33 million, effective July 1, 2019. On June 27, 2019, the NHPUC approved a settlement agreement that was reached by PSNH, the NHPUC Staff, the Office of the Consumer Advocate, and another settling party, to implement a temporary annual base distribution rate increase of $28.3 million. Although new rates were implemented on August 1, 2019 to customers, the provisions of the temporary base distribution rate increase were effective July 1, 2019. The settlement agreement also permits PSNH to recover approximately $68.5 million in unrecovered storm costs over a five-year period beginning August 1, 2019, with debt carrying charges, which is included in the temporary rate increase.

On May 28, 2019, PSNH filed an application with the NHPUC for a permanent increase in base distribution rates of approximately $70 million, effective July 1, 2020, which includes the temporary rate increase request. The temporary rates are subject to reconciliation based on the outcome of the permanent rate case now before the NHPUC. The NHPUC is permitted up to twelve months to adjudicate the permanent rate application from the date of filing.

Legislative and Policy Matters

New Hampshire: On July 8, 2019, the New Hampshire Superior Court approved a settlement between PSNH and the Town of Bow, New Hampshire, where the town had over-assessed the value of the property owned by PSNH for the 2014 through 2018 property tax years. The result of this settlement was $10.0 million in over-paid property taxes, ~~that~~of which PSNH has received $3.75 million in cash through September 30, 2019. PSNH will ~~be refundable to PSNH, with $4.3~~receive another cash payment of $0.5 million ~~payable~~ in December 2019, ~~and~~ the ~~remainder~~balance thereafter to be credited against future property taxes payable, annually through 2023. In addition, PSNH received ~~over~~ the ~~following 4~~results of a final decision on a property tax dispute with the City of Portsmouth, which amounted to $1 million for the 2015 through 2016 property tax years.

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 2018 Form 10-K. There have been no material changes with regard to these critical accounting policies.

Refer to Note 1C, "Summary of Significant Accounting Policies - Impairment of Northern Pass Transmission," to the financial statements for further discussion of critical accounting estimates surrounding impairment analysis.

Other Matters

Impairment of Northern Pass Transmission: Northern Pass was Eversource's planned 1,090 MW HVDC transmission line that would interconnect from the Québec-New Hampshire border to Franklin, New Hampshire and an associated alternating current radial transmission line between Franklin and Deerfield, New Hampshire. As a result of a final decision received on July 19, 2019 from the New Hampshire Supreme Court, whereby the court issued a decision denying Northern Pass’ appeal and affirming the NHSEC’s evaluation and decision that denied Northern Pass’ siting application on NPT, Eversource concluded that construction of NPT was no longer probable. As a result, substantially all of the capitalized project costs, which totaled $318 million, certain of which are subject to cost reimbursement agreements, were impaired.

Based on the conclusion that the construction of Northern Pass was not probable, Eversource recorded an impairment charge in the second quarter of 2019 for all of the project costs associated with Northern Pass, which were primarily engineering design, siting, permitting and legal costs, along with appropriate allowances for funds used during construction, and recognized a receivable for certain cost reimbursement agreements. Additionally, Eversource recorded an impairment charge associated with the land acquired to construct Northern Pass in order to recognize the land at its estimated fair value based on assessed values and transaction costs. In total, this resulted in a pre-tax impairment charge of $239.6 million within Operating Income on the statement of income for the nine months ended September 30, 2019, and was reflected in the Electric Transmission segment. The after-tax impact of the second quarter impairment charge was $204.4 million, or $0.64 per share, after giving effect to the estimated fair value of the related land, reimbursement agreements, and the impact of expected income tax benefits associated with the impairment charge. Eversource does not expect any significant estimated future cash expenditures associated with this impairment charge.

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: Refer to Note 9B, "Commitments and Contingencies – Long-Term Contractual

Arrangements," for discussion of material changes to contractual obligations.

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 and PSNH's combined Annual Reports on Form 10-K, combined Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports may be reviewed. Information contained on the Company's website or that can be accessed through the website is not incorporated into and does not constitute a part of this combined Quarterly Report on Form 10-Q.

RESULTS OF OPERATIONS – EVERSOURCE ENERGY AND SUBSIDIARIES

The following provides the amounts and variances in operating revenues and expense line items in the statements of income for Eversource for the three and ~~six~~nine months ended ~~June~~September 30, 2019 and 2018 included in this combined Quarterly Report on Form 10-Q:


	For the Three Months Ended June 30,							For the Six Months Ended June 30,							For the Three Months Ended September 30,							For the Nine Months Ended September 30,
(Millions of Dollars)	2019		2018		Increase/ (Decrease)			2019		2018		Increase/ (Decrease)			2019		2018		Increase/ (Decrease)			2019		2018		Increase/ (Decrease)
Operating Revenues	$	1,884.5	$	1,853.9	$	30.6		$	4,300.3	$	4,141.8	$	158.5		$	2,175.8	$	2,271.4	$	(95.6	)	$	6,476.1	$	6,413.2	$	62.9
Operating Expenses:
Purchased Power, Fuel and Transmission	620.9		653.9		(33.0		)	1,595.8		1,600.7		(4.9		)	730.3		842.3		(112.0		)	2,326.0		2,443.0		(117.0		)
Operations and Maintenance	328.0		293.9		34.1			663.6		626.4		37.2			331.1		344.5		(13.4		)	994.7		970.9		23.8
Depreciation	219.1		199.1		20.0			434.0		403.4		30.6			222.6		208.7		13.9			656.6		612.1		44.5
Amortization	38.9		36.2		2.7			109.9		81.4		28.5			73.9		92.7		(18.8		)	183.8		174.1		9.7
Energy Efficiency Programs	105.8		102.0		3.8			246.0		236.2		9.8			136.8		130.0		6.8			382.8		366.1		16.7
Taxes Other Than Income Taxes	181.2		177.5		3.7			365.7		359.8		5.9			171.9		187.2		(15.3		)	537.7		547.1		(9.4		)
Impairment of Northern Pass Transmission	239.6		—		239.6			239.6		—		239.6			—		—		—			239.6		—		239.6
Total Operating Expenses	1,733.5		1,462.6		270.9			3,654.6		3,307.9		346.7			1,666.6		1,805.4		(138.8		)	5,321.2		5,113.3		207.9
Operating Income	151.0		391.3		(240.3		)	645.7		833.9		(188.2		)	509.2		466.0		43.2			1,154.9		1,299.9		(145.0		)
Interest Expense	132.7		126.4		6.3			264.5		247.5		17.0			135.2		125.2		10.0			399.6		372.7		26.9
Other Income, Net	45.9		50.1		(4.2		)	76.9		83.9		(7.0		)	27.0		16.7		10.3			103.8		100.6		3.2
Income Before Income Tax Expense	64.2		315.0		(250.8		)	458.1		670.3		(212.2		)	401.0		357.5		43.5			859.1		1,027.8		(168.7		)
Income Tax Expense	30.8		70.4		(39.6		)	114.2		154.2		(40.0		)	80.2		66.2		14.0			194.5		220.5		(26.0		)
Net Income	33.4		244.6		(211.2		)	343.9		516.1		(172.2		)	320.8		291.3		29.5			664.6		807.3		(142.7		)
Net Income Attributable to Noncontrolling Interests	1.9		1.9		—			3.8		3.8		—			1.9		1.9		—			5.6		5.6		—
Net Income Attributable to Common Shareholders	$	31.5	$	242.7	$	(211.2	)	$	340.1	$	512.3	$	(172.2	)	$	318.9	$	289.4	$	29.5		$	659.0	$	801.7	$	(142.7	)

Operating Revenues

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


	Electric					Firm Natural Gas								Water							Electric							Firm Natural Gas						Water
	Sales Volumes (GWh)		Percentage Decrease			Sales Volumes (MMcf)					Percentage Increase/ (Decrease)			Sales Volumes (MG)					Percentage Decrease		Sales Volumes (GWh)				Percentage Decrease			Sales Volumes (MMcf)				Percentage Increase		Sales Volumes (MG)			Percentage Decrease
Three Months Ended June 30:	2019	2018 ⁽¹⁾			2019			2018 ⁽²⁾			Percentage Increase/ (Decrease)		2019			2018																					Percentage Decrease
Three Months Ended September 30:																					2019			2018 ⁽¹⁾	Percentage Decrease		Percentage Decrease		2019		2018 ⁽²⁾			Percentage Increase	2019		2018		Percentage Decrease
Traditional	1,757	1,803	Percentage Decrease	(2.6	)%		—			—		—	%		459			485	Percentage Decrease			(5.4	)%	2,078	2,206		Percentage Decrease			—		Percentage Increase	—	Percentage Increase		695		732	Percentage Decrease
Decoupled and Special Contracts ⁽³⁾	9,853	10,330	(4.6	)%		18,191			18,932		(3.9	)%		4,834			5,016		(3.6	)%	12,261			13,110	(6.5	)%		11,557		11,342		1.9	%	6,961	7,118		(2.2	)%
Total Sales Volumes	11,610	12,133	(4.3	)%		18,191			18,932		(3.9	)%		5,293			5,501		(3.8	)%	14,339			15,316	(6.4	)%		11,557		11,342		1.9	%	7,656	7,850		(2.5	)%

Six Months Ended June 30:
Nine Months Ended September 30:
Traditional	3,724	3,775	(1.4	)%		—			—		—	%		910			953		(4.5	)%	5,803			5,981	(3.0	)%		—		—		—	%	1,604	1,684		(4.8	)%
Decoupled and Special Contracts ⁽³⁾	21,037	21,579	(2.5	)%		63,358			61,983		2.2	%		9,212			9,373		(1.7	)%	33,298			34,690	(4.0	)%		74,915		73,325		2.2	%	16,173	16,491		(1.9	)%
Total Sales Volumes	24,761	25,354	(2.3	)%		63,358			61,983		2.2	%		10,122			10,326		(2.0	)%	39,101			40,671	(3.9	)%		74,915		73,325		2.2	%	17,777	18,175		(2.2	)%

Fluctuations in retail electric sales volumes at PSNH impact earnings ("Traditional" in the table above). For CL&P, NSTAR Electric, Yankee Gas, and NSTAR Gas, fluctuations in retail sales volumes do not impact earnings due to their respective regulatory commission-approved distribution revenue decoupling mechanisms ("Decoupled" in the table above). These distribution revenues are decoupled from their customer sales volumes, which breaks the relationship between sales volumes and revenues recognized. Fluctuations in water sales volumes largely do not impact earnings as our Connecticut water distribution business is also decoupled.

Operating Revenues: Operating Revenues by segment ~~increased~~increased/(decreased) for the three and ~~six~~nine months ended ~~June~~September 30, 2019, as compared to the same periods in 2018, as follows:


(Millions of Dollars)	Three Months Ended			Six Months Ended			Three Months Ended			Nine Months Ended
Electric Distribution	$	21.9		$	101.1		$	(95.8	)	$	5.4
Natural Gas Distribution	1.2			45.2			(5.6		)	39.4
Electric Transmission	32.2			67.7			17.2			84.9
Water Distribution	0.2			1.2			0.7			2.0
Other	13.8			41.1			33.5			74.6
Eliminations	(38.7		)	(97.8		)	(45.6		)	(143.4		)
Total Operating Revenues	$	30.6		$	158.5		$	(95.6	)	$	62.9

~~Three Months Ended:~~Electric and Natural Gas Distribution Revenues:

~~Electric~~

Base Distribution Revenues:

Base electric distribution revenues increased ~~$20.9~~$33.3 million and $72.5 million for the three and nine months ended September 30, 2019, as compared to the same periods in 2018, respectively, due primarily to the impact of CL&P&P's base distribution rate increases effective May 1, 2019 and May 1, 2018, which ~~includes~~include recovery of storm costs and certain other items that do not impact earnings, ~~and~~ an NSTAR Electric base distribution rate increase effective January 1, 2019, and a PSNH base distribution rate increase effective July 1, 2019.

Base natural gas distribution revenues decreased $4.1 million and increased $12.6 million for the three and nine months ended September 30, 2019, as compared to the same periods in 2018, respectively. These fluctuations are due primarily to the seasonality of the decoupled rate structure arising from the Yankee Gas base distribution rate case that provides lower revenues in non-heating months (and greater revenues in the winter heating months).

Tracked Distribution Revenues: Tracked distribution revenues consist of certain costs that are recovered from customers in retail rates through regulatory commission-approved cost tracking mechanisms and therefore, recovery of these costs have no impact on earnings. Costs recovered through cost tracking mechanisms include, among others, energy supply and natural gas supply procurement and other energy-related costs, and electric retail transmission charges, which decreased significantly due primarily to the lower federal corporate income tax rate that was reflected effective January 1, 2019. In addition, cost tracking mechanisms include energy efficiency program costs, electric restructuring and stranded cost recovery revenues (including securitized RRB charges), and additionally for NSTAR Electric, pension and PBOP benefits and net metering for distributed generation. In addition, tracked revenues include certain incentives earned, certain return on rate base, and carrying charges that are billed in rates to customers. Tracked retail electric distribution revenues decreased as a result of a decrease in retail electric transmission charges ($41.4 million) and a decrease in other distribution tracking mechanisms ($1.1 million), partially offset by an increase in electric energy supply costs ($37.5 million). Tracked revenues also include wholesale market sales transactions, such as sales of energy and energy-related products into the ISO-NE wholesale electricity market and the sale of RECs to various ~~counterparties,~~counterparties. However, tracked revenues do include certain incentives earned, return on rate base, and carrying charges that are billed in rates to customers, which ~~increased $5.2 million.~~do impact earnings.

~~Natural Gas Distribution Revenues:~~

~~Base natural gas~~Tracked distribution revenues ~~decreased $3.5 million~~increased/(decreased) for the three and nine months ended September 30, 2019, as compared to the same periods in 2018, due primarily to the ~~seasonality of the decoupled rate structure arising from the Yankee Gas base distribution rate case, which provides lower revenues in non-heating months.~~following:

Tracked natural gas distribution revenues increased as a result of an increase in wholesale sales of natural gas to third party suppliers ($2.3 million), an increase in capital tracker and other distribution tracking mechanisms ($1.2 million), and an increase in natural gas supply costs ($0.9 million).



	Electric Distribution						Natural Gas Distribution
(Millions of Dollars)	Three Months Ended			Nine Months Ended			Three Months Ended			Nine Months Ended
Retail Tariff Tracked Revenues
Energy supply procurement	$	(48.1	)	$	45.6		$	0.9		$	23.0
Retail transmission	(37.7		)	(110.8		)	N/A			N/A
Stranded cost recovery	(11.0		)	2.9			N/A			N/A
Other distribution tracking mechanisms	(5.2		)	21.7			2.0			5.9
Wholesale Market Sales Revenue	(15.7		)	(17.5		)	(5.9		)	0.2

Electric Transmission Revenues: Electric transmission revenues increased ~~$32.2~~$17.2 million and $84.9 million for the three and nine months ended September 30, 2019, as compared to the same periods in 2018, respectively, due primarily to ~~ongoing investments~~continued investment in our transmission infrastructure.

Other Revenues and Eliminations: Other revenues primarily include the revenues of Eversource's service company, most of which are eliminated in consolidation. Eliminations are also primarily related to the Eversource electric transmission revenues that are derived

from ISO-NE regional transmission charges to the distribution businesses of CL&P, NSTAR Electric and PSNH that recover the costs of the

wholesale transmission ~~business, and revenues from Eversource's service company.~~

~~Six Months Ended:~~

~~Electric Distribution Revenues:~~

Base electric distribution revenues increased $39.2 million due primarily to the impact of CL&P base distribution rate increases effective May 1, 2019 and May 1, 2018, which includes recovery of storm costs and certain other items that do not impact earnings, and an NSTAR Electric base distribution rate increase effective January 1, 2019.

Tracked retail electric distribution revenues increased as a result of an increase in electric energy supply costs ($93.6 million), an increase in stranded cost recovery revenues ($13.9 million), and an increase in other distribution tracking mechanisms ($26.8 million), partially offset by a decrease in retail electric transmission charges ($73.2 million). Tracked revenues also include wholesale market sales transactions, such as sales of energy and energy-related products into the ISO-NE wholesale electricity market and the sale of RECs to various counterparties, which decreased $1.9 million.

~~Natural Gas Distribution Revenues:~~

Base natural gas distribution revenues increased $16.7 million due primarily to the seasonality of the decoupled rate structure arising from the Yankee Gas base distribution rate case, which provides higher revenues in the winter heating months.

Tracked natural gas distribution revenues increased as a result of an increase in natural gas supply costs ($22.1 million), an increase in wholesale sales of natural gas to third party suppliers ($6.2 million) and an increase in capital tracker and other distribution tracking mechanisms ($3.9 million).

~~Electric Transmission Revenues:~~ ~~Electric transmission revenues increased $67.7 million due primarily to ongoing investments in our transmission infrastructure.~~

~~Other Revenues and Eliminations:~~ Other revenues primarily include the revenues of Eversource's service company, most of which are eliminated in consolidation. Eliminations are primarily related to the Eversource electric transmission revenues that are derived

~~from ISO-NE regional transmission charges to the distribution businesses of CL&P, NSTAR Electric and PSNH that recover the costs of the~~

~~wholesale transmission business, and revenues from Eversource's service company.~~business.

Purchased Power, Fuel and Transmission expense includes costs associated with purchasing electricity and natural gas on behalf of our customers. These electric and natural gas supply costs are recovered from customers in rates through commission-approved cost tracking mechanisms, which have no impact on earnings (tracked costs).

Purchased Power, Fuel and Transmission expense increased/(decreased) for the three and ~~six~~nine months ended ~~June~~September 30, 2019, as compared to the same periods in 2018, due primarily to the following:


(Millions of Dollars)	Three Months Ended			Six Months Ended			Three Months Ended			Nine Months Ended
Electric Distribution	$	23.9		$	84.3		$	(50.7	)	$	33.5
Natural Gas Distribution	3.6			29.1			(6.3		)	22.9
Transmission	(37.1		)	(64.5		)	(43.1		)	(107.6		)
Eliminations	(23.4		)	(53.8		)	(11.9		)	(65.8		)
Total Purchased Power, Fuel and Transmission	$	(33.0	)	$	(4.9	)	$	(112.0	)	$	(117.0	)

The decrease in purchased power expense at the electric distribution business for the three months ended September 30, 2019, as compared to the same period in 2018, was driven primarily by lower average sales volumes, partially offset by higher average prices associated with the procurement of energy supply. The decrease in natural gas supply costs at our natural gas distribution business for the three months ended September 30, 2019, as compared to the same period in 2018, was due primarily to lower average prices, partially offset by higher average sales volumes.

The increase in purchased power expense at the electric distribution business for the ~~three and six~~nine months ended ~~June~~September 30, 2019, as compared to the same ~~periods~~period in 2018, was driven primarily by higher prices associated with the procurement of energy supply. The increase in natural gas supply costs at our natural gas distribution business for the nine months ended September 30, 2019, as compared to the same period in 2018, was due primarily to higher average sales volumes.

The decrease in transmission costs for the three and ~~six~~nine months ended ~~June~~September 30, 2019, as compared to the same periods in 2018, 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, and a decrease in costs billed by ISO-NE that support regional grid ~~investments and~~investments. In addition, the decrease in transmission costs was a result of a decrease in Local Network Service charges, which reflect the cost of transmission service provided by Eversource over our local transmission network. Effective January 1, 2019, the retail transmission rate was adjusted to reflect the lower federal corporate income tax rate, resulting in a decrease in the cost of retail transmission service.

Operations and Maintenance expense includes tracked costs and costs that are part of base electric, natural gas and water distribution rates with changes impacting earnings (non-tracked costs). Operations and Maintenance expense increased/(decreased) for the three and ~~six~~nine months ended ~~June~~September 30, 2019, as compared to the same periods in 2018, due primarily to the following:


(Millions of Dollars)	Three Months Ended			Six Months Ended			Three Months Ended			Nine Months Ended
Base Electric Distribution (Non-Tracked Costs):
Employee-related expenses, including labor and benefits	$	0.4		$	(12.0	)	$	(16.7	)	$	(25.3	)
Operations-related expenses, including vegetation management, vehicles, and outside services	7.8			17.9			(1.9		)	23.9
Storm Restoration Costs	5.1			4.0			9.3			13.3
Other non-tracked operations and maintenance	1.0			2.4			(4.7		)	(13.6		)
Total Base Electric Distribution (Non-Tracked Costs)	14.3			12.3			(14.0		)	(1.7		)
Base Natural Gas Distribution (Non-Tracked Costs)	4.8			7.9			2.7			10.6
Water Distribution	0.4			1.1			(0.5		)	0.6
Tracked Costs (Electric Distribution, Electric Transmission and Natural Gas Distribution) - Increase due primarily to higher electric transmission expenses, partially offset by the absence in 2019 of PSNH generation operations expenses due to the 2018 sales of thermal and hydroelectric generation assets	21.5			30.9			11.2			42.3
Other and eliminations:
Eversource Parent and Other Companies - other operations and maintenance	6.6			27.3			75.8			102.9
Eliminations	(13.5		)	(42.3		)	(88.6		)	(130.9		)
Total Operations and Maintenance	$	34.1		$	37.2		$	(13.4	)	$	23.8

Depreciation expense increased for the three and ~~six~~nine months ended ~~June~~September 30, 2019, as compared to the same periods in 2018, due primarily to higher utility plant in service balances and new depreciation rates effective with the 2018 CL&P distribution rate case settlement agreement.

Amortization expense includes the deferral of energy supply and energy-related costs included in certain regulatory commission-approved cost tracking mechanisms, and the amortization of certain costs. This deferral adjusts expense to match the corresponding revenues. ~~Amortization increased for the three and six months ended June 30, 2019, as compared to the same periods in 2018~~, 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 are recovered from customers in rates and have no impact on earnings. ~~The increase~~Amortization decreased for the three months ended September 30, 2019, as compared to the same period in 2018, due primarily to the deferral of energy supply and ~~six month periods is also due to higher~~energy-related costs, partially offset by increased amortization of PSNH's securitized regulatory asset related to the 2018 RRB issuance of ~~$4.0 million~~$0.6 million.

Amortization expense increased for the nine months ended September 30, 2019, as compared to the same period in 2018, due primarily to an increase in storm cost recovery at CL&P and ~~$14.7 million, respectively.~~NSTAR Electric, and increased amortization of PSNH's securitized regulatory asset related to the 2018 RRB issuance of $15.1 million.

Energy Efficiency Programs expense increased for the three and ~~six~~nine months ended ~~June~~September 30, 2019, as compared to the same periods in 2018, due primarily to higher spending for CL&P's ~~NSTAR Electric's~~ and PSNH's energy efficiency ~~programs.~~programs, partially offset by a decrease in spending on certain large energy efficiency projects in 2019 at NSTAR Electric, due to timing. The costs ~~for the majority~~ of the state energy policy initiatives and expanded energy efficiency programs are recovered from customers in rates, ~~and~~most of which have no impact on earnings.

Taxes Other Than Income Taxes expense ~~increased~~decreased for the three and ~~six~~nine months ended ~~June~~September 30, 2019, as compared to the same periods in 2018, due primarily to ~~higher property taxes as a result of higher utility plant in service balances and higher gross earnings taxes (the costs of which are tracked), partially offset by~~ a decrease of $10.7 million and $14.7 million, respectively, related to CL&P's remittance of energy efficiency funds to the State of ~~Connecticut~~Connecticut. Energy efficiency funds collected from customers after July 1, 2019 are no longer subject to remittance to the State of ~~$2.0 million and $4.0 million for~~Connecticut. The decrease is also due to amounts received by PSNH in the ~~three and six month periods, respectively,~~third quarter of 2019 relating to a refund of property taxes as a result of a settlement with the town of Bow, New Hampshire ($8.3 million), and a decrease in NSTAR Electric's property taxes due to a decrease in tax rates.

Impairment of Northern Pass Transmission reflects an impairment charge of $239.6 million that was recorded in the second quarter of 2019 as a result of the July 19, 2019 New Hampshire Supreme Court decision. The after-tax impact of this impairment charge was $204.4 million. For further information on the impairment of NPT, see ~~"Business Development and Capital Expenditures~~"Other Matters - ~~Electric Transmission Business -~~Impairment of Northern ~~Pass"~~Pass Transmission" in this Management's Discussion and Analysis of Financial Condition and Results of Operations.

Interest Expense increased for the three and ~~six~~nine months ended ~~June~~September 30, 2019, as compared to the same periods in 2018, due primarily to an increase in interest on long-term debt ~~($7.1 million and $11.3 million, respectively)~~ as a result of new debt issuances ($14.8 million and $26.1 million, respectively), an increase in interest on the 2018 PSNH RRB issuance ($~~2.5~~7.1 million, ~~and $7.9 million, respectively)~~for the nine months) and an increase in interest on notes payable ($~~2.9~~5.6 million, ~~and $7.1 million, respectively)~~for the nine months). Partially offsetting these increases was an increase in AFUDC related to debt funds and other capitalized interest ($~~5.4~~6.9 million and ~~$10.9~~$17.9 million, respectively).

Other Income, Net ~~decreased~~increased for the three and ~~six~~nine months ended ~~June~~September 30, 2019, as compared to the same periods in 2018, due primarily to an increase in equity in earnings of unconsolidated affiliates related to Eversource's equity method investments ($34.0 million and $37.4 million, respectively). In the third quarter of 2018, Eversource recognized a $32.9 million other-than-temporary impairment charge to our equity method investment in the Access Northeast project, which was reflected as a loss within equity in earnings. Partially offsetting these increases was a decrease related to pension, SERP and PBOP non-service income components ($~~8.8~~4.7 million and ~~$16.7~~$21.4 million, respectively), ~~partially offset by an increase~~the absence in ~~equity~~2019 of a gain on sale of property ($4.4 million, for the three and nine months), investment losses in ~~earnings related~~2019 compared to ~~Eversource's equity method investments~~investment income in 2018 ($~~3.0~~4.6 million and ~~$3.4 million, respectively), an increase in AFUDC related to equity funds ($2.2 million and $3.5~~$4.5 million, respectively) and ~~the recognition~~a decrease in the ~~first quarter of 2019 of $5.2 million~~recognition of the equity ~~return~~ component of the carrying charges related to storm costs ~~incurred from December 2013 through April 2016~~ recorded in interest income at ~~PSNH.~~PSNH ($8.7 million and $3.5 million, respectively).

Income Tax Expense ~~decreased~~increased for the three months ended ~~June~~September 30, 2019, as compared to the same period in 2018, due primarily to the ~~impairment~~absence of ~~NPT~~an aggregate benefit relating to both federal tax reform and a tax reserve in 2018 ($~~35.2~~18 million), the ~~amortization~~absence of ~~EDIT~~the impairment of Access Northeast in 2018 ($~~8.8~~6.9 million), ~~and lower pre-tax earnings ($2.4 million), partially offset by~~ items that impact our tax rate as a result of regulatory treatment (flow-through items) and permanent differences ($~~6.8~~5.6 million), and higher pre-tax earnings ($2.8 million). The increase was partially offset by amortization of EDIT ($9.8 million) and tax planning ($9.5 million). The impact of the amortization of the EDIT regulatory liability, including the tax gross up portion, that reduced revenue is ~~$12.1~~$13.5 million offset by current tax ~~benefit~~benefits of ~~$3.4~~$3.7 million and amortization of EDIT of ~~$8.8~~$9.8 million, for the three months ended ~~June~~September 30, 2019, which results in no impact on ~~net income.~~earnings.

Income Tax Expense decreased for the ~~six~~nine months ended ~~June~~September 30, 2019, as compared to the same period in 2018, due primarily to the impairment of NPT in 2019 ($35.2 million), ~~and the~~ amortization of EDIT ($1726.9 million), and tax planning ($9.5 million). The decrease was partially offset by ~~higher pre-tax earnings~~the absence of an aggregate benefit relating to both federal tax reform and a tax reserve in 2018 ($~~5.8~~18 million), ~~higher state taxes ($1.3 million), and by~~ items that impact our tax rate as a result of regulatory treatment (flow-through items) and permanent differences ($~~5.1~~12.1 million), higher pre-tax earnings ($8.6 million), and the absence of the impairment of Access Northeast in 2018 ($6.9 million). The impact of the amortization of the EDIT regulatory liability, including the tax gross up portion, that reduced revenue is ~~$23.3~~$37.0 million offset by current tax ~~benefit~~benefits of ~~$6.3~~$10.1 million and amortization of EDIT of ~~$17~~$26.9 million, for the ~~six~~nine months ended ~~June~~September 30, 2019, which results in no impact on ~~net income.~~earnings.

RESULTS OF OPERATIONS –

THE CONNECTICUT LIGHT AND POWER COMPANY

NSTAR ELECTRIC COMPANY AND SUBSIDIARY

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES

The following provides the amounts and variances in operating revenues and expense line items in the statements of income for CL&P, NSTAR Electric and PSNH for the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018 included in this combined Quarterly Report on Form 10-Q:


	For the Six Months Ended June 30,																					For the Nine Months Ended September 30,
	CL&P							NSTAR Electric							PSNH							CL&P							NSTAR Electric							PSNH
(Millions of Dollars)	2019		2018		Increase/ (Decrease)			2019		2018		Increase/ (Decrease)			2019		2018		Increase/ (Decrease)			2019		2018		Increase/ (Decrease)			2019		2018		Increase/ (Decrease)			2019		2018		Increase/ (Decrease)
Operating Revenues	$	1,590.1	$	1,479.9	$	110.2		$	1,479.5	$	1,460.9	$	18.6		$	517.3	$	502.5	$	14.8		$	2,444.0	$	2,344.9	$	99.1		$	2,358.2	$	2,400.3	$	(42.1	)	$	797.8	$	792.7	$	5.1
Operating Expenses:
Purchased Power, Fuel and Transmission	566.4		536.2		30.2			558.5		598.7		(40.2		)	199.3		193.2		6.1			865.4		850.8		14.6			859.2		981.9		(122.7		)	300.7		294.0		6.7
Operations and Maintenance	264.0		227.0		37.0			221.9		220.8		1.1			105.4		97.9		7.5			399.1		355.5		43.6			342.8		344.5		(1.7		)	156.2		153.3		2.9
Depreciation	147.8		136.9		10.9			145.6		134.6		11.0			46.2		46.3		(0.1		)	224.1		208.9		15.2			220.3		205.2		15.1			69.7		69.5		0.2
Amortization of Regulatory Assets, Net	48.0		43.4		4.6			45.8		18.3		27.5			19.5		14.0		5.5			78.5		97.4		(18.9		)	73.1		35.5		37.6			39.9		41.3		(1.4		)
Energy Efficiency Programs	46.8		41.4		5.4			142.6		140.0		2.6			12.9		9.8		3.1			86.9		71.6		15.3			227.0		229.4		(2.4		)	20.2		15.7		4.5
Taxes Other Than Income Taxes	178.5		174.7		3.8			93.1		95.9		(2.8		)	38.0		38.7		(0.7		)	261.1		267.7		(6.6		)	144.4		145.7		(1.3		)	50.6		59.8		(9.2		)
Total Operating Expenses	1,251.5		1,159.6		91.9			1,207.5		1,208.3		(0.8		)	421.3		399.9		21.4			1,915.1		1,851.9		63.2			1,866.8		1,942.2		(75.4		)	637.3		633.6		3.7
Operating Income	338.6		320.3		18.3			272.0		252.6		19.4			96.0		102.6		(6.6		)	528.9		493.0		35.9			491.4		458.1		33.3			160.5		159.1		1.4
Interest Expense	72.7		75.5		(2.8		)	56.1		53.8		2.3			28.3		27.4		0.9			112.3		113.1		(0.8		)	85.4		80.8		4.6			44.6		44.0		0.6
Other Income, Net	6.7		13.7		(7.0		)	21.7		26.9		(5.2		)	10.0		8.2		1.8			11.6		20.7		(9.1		)	32.5		40.6		(8.1		)	14.6		24.3		(9.7		)
Income Before Income Tax Expense	272.6		258.5		14.1			237.6		225.7		11.9			77.7		83.4		(5.7		)	428.2		400.6		27.6			438.5		417.9		20.6			130.5		139.4		(8.9		)
Income Tax Expense	57.3		60.2		(2.9		)	53.9		60.6		(6.7		)	18.1		22.5		(4.4		)	101.2		102.0		(0.8		)	99.8		112.2		(12.4		)	30.0		37.9		(7.9		)
Net Income	$	215.3	$	198.3	$	17.0		$	183.7	$	165.1	$	18.6		$	59.6	$	60.9	$	(1.3	)	$	327.0	$	298.6	$	28.4		$	338.7	$	305.7	$	33.0		$	100.5	$	101.5	$	(1.0	)

Operating Revenues

Sales Volumes: A summary of our retail electric GWh sales volumes ~~was~~is as follows:


	For the Six Months Ended June 30,						For the Nine Months Ended September 30,
	2019	2018	Decrease		Percentage Decrease		2019	2018	Decrease		Percentage Decrease
CL&P	9,953	10,222	(269	)	(2.6	)%	15,681	16,376	(695	)	(4.2	)%
NSTAR Electric	11,084	11,357	(273	)	(2.4	)%	17,617	18,314	(697	)	(3.8	)%
PSNH	3,724	3,775	(51	)	(1.4	)%	5,803	5,981	(178	)	(3.0	)%

Fluctuations in retail electric sales volumes at PSNH impact earnings. For CL&P and NSTAR Electric, fluctuations in retail electric sales volumes do not impact earnings due to their respective regulatory commission-approved distribution revenue decoupling mechanisms.

Operating Revenues: Operating Revenues, which consist of base distribution revenues and tracked revenues further described below, increased ~~$110.2~~$99.1 million at CL&P ~~$18.6~~and $5.1 million at PSNH, and decreased $42.1 million at NSTAR Electric, ~~and $14.8 million at PSNH~~ for the ~~six~~nine months ended ~~June~~September 30, 2019, as compared to the same period in 2018.

Base Distribution Revenues:

CL&P's distribution revenues increased ~~$34.1~~$47.9 million due primarily to the impact of its base distribution rate increases effective May 1, 2019 and May 1, 2018, ~~as a result of the PURA-approved rate case settlement agreement,~~ which ~~includes~~include recovery of storm costs and certain other items that do not impact earnings.

NSTAR Electric's distribution revenues increased ~~$7.0~~$17.5 million due primarily to the impact of its base distribution rate increase effective January 1, 2019.

PSNH's distribution revenues ~~decreased $1.9~~increased $7.1 million due primarily to ~~lower demand revenues in~~ the ~~first half~~impact of ~~2019, as compared to the same period in 2018.~~

its base distribution rate increase effective July 1, 2019.

Tracked Revenues: Tracked revenues consist of certain costs that are recovered from customers in retail rates through regulatory commission-approved cost tracking mechanisms and therefore, recovery of these costs have no impact on earnings. Costs recovered through cost tracking mechanisms include, among others, energy supply procurement and other energy-related costs, and retail transmission charges, which decreased significantly due primarily to the lower federal corporate income tax rate that was reflected effective January 1, 2019. In addition, cost tracking mechanisms include energy efficiency program costs, restructuring and stranded cost recovery revenues (including securitized RRB charges), and additionally for NSTAR Electric, pension and PBOP benefits and net metering for distributed generation. Tracked revenues also include wholesale market sales transactions, such as sales of energy and energy-related products into the ISO-NE wholesale electricity market and the sale of RECs to various counterparties. ~~In addition,~~However, tracked revenues do include certain incentives earned, ~~certain~~ return on rate base, and carrying charges that are billed in rates to customers, which do impact earnings.

Tracked revenues increased/(decreased) for the ~~six~~nine months ended ~~June~~September 30, 2019, as compared to the same period in 2018, due primarily to the following:


(Millions of Dollars)	CL&P			NSTAR Electric			PSNH			CL&P			NSTAR Electric			PSNH
Retail Tariff Tracked Revenues
Energy supply procurement	$	60.2		$	25.3		$	8.1		$	44.3		$	(7.6	)	$	8.9
Retail transmission	(17.5		)	(37.7		)	(18.0		)	(15.8		)	(73.8		)	(21.2		)
Stranded cost recovery	(6.3		)	2.4			17.8			(10.7		)	4.3			9.3
Other distribution tracking mechanisms	8.5			14.0			4.3			3.6			11.8			6.3
Wholesale Market Sales Revenue	4.8			3.4			(11.5		)	5.3			(0.5		)	(23.9		)

PSNH's energy supply procurement revenues ~~includes~~include the absence in 2019 of the recovery of generation rate base return due to the ~~sales~~sale of its thermal and hydroelectric generation assets in 2018. Revenues from CL&P's other distribution tracking mechanisms include higher earnings ~~in 2019~~ from its capital tracker mechanism effective July 1, 2018 due to increased electric system improvements.

Transmission Revenues: Transmission revenues increased ~~$38.6~~$55.2 million at CL&P, ~~$13.4~~$13.5 million at NSTAR Electric, and ~~$15.7~~$16.2 million at PSNH for the nine months ended September 30, 2019, as compared to the same period in 2018, due primarily to ~~ongoing investments~~continued investment in our transmission infrastructure.

Eliminations: Eliminations are primarily related to the Eversource electric transmission revenues that are derived from ISO-NE regional transmission charges to the distribution businesses of CL&P, NSTAR Electric and PSNH that recover the costs of the wholesale transmission business. The impact of eliminations decreased revenues by ~~$15.7~~$25.1 million at CL&P, ~~$8.7~~$4.7 million at NSTAR Electric and ~~$0.3~~increased revenues by $1.5 million at ~~PSNH.~~PSNH for the nine months ended September 30, 2019, as compared to the same period in 2018.

Purchased Power, Fuel and Transmission expense includes costs associated with purchasing electricity on behalf of CL&P, NSTAR Electric and PSNH's customers. These energy supply costs are recovered from customers in commission-approved cost tracking mechanisms, which have no impact on earnings (tracked costs). Purchased Power, Fuel and Transmission expense increased/(decreased) for the ~~six~~nine months ended ~~June~~September 30, 2019, as compared to the same period in 2018, due primarily to the following:


(Millions of Dollars)	CL&P			NSTAR Electric			PSNH			CL&P			NSTAR Electric			PSNH
Purchased Power Costs	$	60.5		$	5.3		$	18.5		$	54.2		$	(45.2	)	$	24.5
Transmission Costs	(15.3		)	(37.0		)	(12.2		)	(15.1		)	(73.1		)	(19.4		)
Eliminations	(15.0		)	(8.5		)	(0.2		)	(24.5		)	(4.4		)	1.6
Total Purchased Power, Fuel and Transmission	$	30.2		$	(40.2	)	$	6.1		$	14.6		$	(122.7	)	$	6.7

Purchased Power Costs: Included in purchased power costs are the costs associated with providing electric generation service supply to all customers who have not migrated to third party suppliers.

The increase at CL&P was due primarily to an increase in the price ~~and volume~~ of power procured on behalf of our customers.

The ~~increase~~decrease at NSTAR Electric was due primarily to ~~an increase~~a decrease in the ~~price~~volume of power procured on behalf of our customers.

The increase at PSNH was due primarily to higher purchased power energy expenses that are recovered as a component of the Energy Service tracking mechanism.

Transmission Costs: Included in transmission costs are charges that recover the cost of transporting electricity over high-voltage lines from generation facilities to substations, including costs allocated by ISO-NE to maintain the wholesale electric market.

The decrease in transmission costs at CL&P, NSTAR Electric and PSNH was due primarily to a reduction to the retail transmission rate that was adjusted to reflect the lower federal corporate income tax rate, effective January 1, 2019, resulting in a decrease in the cost of retail transmission service. In addition, the decrease in transmission costs at CL&P, NSTAR Electric and PSNH was primarily a result of a decrease in costs billed by ISO-NE that support regional grid investments, and a decrease in Local Network Service charges, which reflect the cost of transmission service provided by Eversource over our local transmission network. This was partially offset by an increase in the retail transmission cost deferral, which reflects the actual costs of transmission service compared to estimated amounts billed to customers.

The decrease in transmission costs at NSTAR Electric was primarily a result of a decrease in the retail transmission cost deferral, which reflects the actual costs of transmission service compared to estimated amounts billed to customers, and a decrease in costs billed by ISO-NE that support regional grid investments. ~~This was partially offset by an increase in Local Network Service charges, which reflect the cost of transmission service provided by Eversource over our local transmission network.~~

The decrease in transmission costs at PSNH was primarily a result of a decrease in the retail transmission cost deferral, which reflects the actual costs of transmission service compared to estimated amounts billed to customers, a decrease in costs billed by ISO-NE that support regional grid investments and a decrease in Local Network Service charges, which reflect the cost of transmission service provided by Eversource over our 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/(decreased) for the ~~six~~nine months ended ~~June~~September 30, 2019, as compared to the same period in 2018, due primarily to the following:


(Millions of Dollars)	CL&P			NSTAR Electric			PSNH			CL&P			NSTAR Electric			PSNH
Base Electric Distribution (Non-Tracked Costs):
Employee-related expenses, including labor and benefits	$	(4.2	)	$	(7.1	)	$	(0.7	)	$	(9.5	)	$	(12.2	)	$	(3.6	)
Operations-related expenses, including vegetation management, vehicles, and outside services	11.0			2.1			4.8			8.2			8.7			7.0
Storm restoration costs	(3.3		)	5.9			1.4			5.3			7.8			0.2
Other non-tracked operations and maintenance	6.8			(5.2		)	0.8			4.4			(16.3		)	(1.7		)
Total Base Electric Distribution (Non-Tracked Costs)	10.3			(4.3		)	6.3			8.4			(12.0		)	1.9
Tracked Costs:
Absence in 2019 of PSNH generation operations expenses due to the 2018 sales of thermal and hydroelectric generation assets	—			—			(7.0		)	—			—			(9.4		)
Transmission expenses	24.6			0.4			3.0			29.2			1.9			3.8
Other tracked operations and maintenance	2.1			5.0			5.2			6.0			8.4			6.6
Total Tracked Costs	26.7			5.4			1.2			35.2			10.3			1.0
Total Operations and Maintenance	$	37.0		$	1.1		$	7.5		$	43.6		$	(1.7	)	$	2.9

Depreciation increased for the ~~six~~nine months ended ~~June~~September 30, 2019, as compared to the same period in 2018, due primarily to the following:

The increase at CL&P was due ~~primarily~~ to higher net plant in service balances and the implementation of new depreciation rates effective with the 2018 CL&P distribution rate case settlement agreement.

The increase at NSTAR Electric was due to higher net plant in service balances.

The increase at ~~CL&P~~NSTAR Electric for the ~~six~~nine months ended ~~June~~September 30, 2019, as compared to the same period in 2018, was due primarily to ~~higher~~an increase in both storm cost recovery ~~of deferred storm restoration~~and costs ~~approved~~associated with low income customers. The remaining increases in ~~distribution rates, and at NSTAR Electric and PSNH due primarily to~~amortization was driven by 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. ~~Energy~~

The decrease at CL&P and PSNH for the nine months ended September 30, 2019, as compared to the same period in 2018, was due primarily to the deferral adjustment of energy supply and energy-related costs, ~~are recovered from customers~~partially offset by an increase in ~~rates and have no impact on earnings.~~storm cost recovery. The ~~increase~~decrease at PSNH is also ~~due to~~partially offset by $15.1 million of higher amortization of ~~its~~PSNH's securitized regulatory asset related to the 2018 RRB ~~issuance of $14.7 million.~~issuance.

Energy Efficiency Programs expense includes costs ~~for~~of various state energy policy initiatives and expanded energy efficiency programs ~~the majority of which~~that are recovered from customers in rates, ~~and~~most of which have no impact on earnings. Energy Efficiency Programs expense ~~increased~~increased/decreased for the ~~six~~nine months ended ~~June 30, 2019, as compared to the same period in 2018, due primarily to higher spending for CL&P's, NSTAR Electric's and PSNH's energy efficiency programs.~~

~~Taxes Other Than Income Taxes~~ ~~increased~~/~~(decreased) for the six months ended June~~September 30, 2019, as compared to the same period in 2018, due primarily to the following:

The increase at CL&P and PSNH was due to higher spending for energy efficiency programs.

The decrease at NSTAR Electric was due to the timing of spending on certain large energy efficiency projects in 2019.

Taxes Other Than Income Taxes decreased for the nine months ended September 30, 2019, as compared to the same period in 2018, due primarily to the following:

The decrease of $14.7 million at CL&P related to the remittance of energy efficiency funds to the State of Connecticut. Energy efficiency funds collected from customers after July 1, 2019 are no longer subject to remittance to the State of Connecticut. The decrease was partially offset by higher property taxes as a result of higher utility plant balances and higher gross earnings taxes (the costs of which are tracked)~~, partially offset by a decrease related to CL&P's remittance of energy efficiency funds to the State of Connecticut of $4.0 million.~~.

The decrease at NSTAR Electric was due ~~primarily~~ to lower property taxes as a result of a decrease in tax rates.

The decrease at PSNH was due to a refund of property taxes as a result of a settlement with the town of Bow, New Hampshire ($8.3 million).

Interest Expense ~~(decreased)/~~decreased/increased for the ~~six~~nine months ended ~~June~~September 30, 2019, as compared to the same period in 2018, due primarily to the following:

The decrease at CL&P was due ~~primarily~~ to lower interest on long-term debt ($3.5 ~~million) and an increase in AFUDC related to debt funds ($0.4~~ million), partially offset by an increase in interest expense on regulatory deferrals ($~~1.4~~2.5 million).


•	The increase at NSTAR Electric was due ~~primarily~~ to higher interest on long-term debt ($~~1.6~~4.8 million).

The increase at PSNH was due ~~primarily~~ to an increase in interest on the 2018 PSNH RRB issuance ($~~7.9~~7.1 million), partially offset by lower interest on long-term debt ($~~3.3~~1.2 million), a decrease in interest on notes payable ($~~1.5~~1.8 million), a decrease in interest related to regulatory deferrals ($1.6 million) and an increase in AFUDC related to debt funds ($~~0.9~~1.2 million).

Other Income, Net ~~(decreased)/increased~~decreased for the ~~six~~nine months ended ~~June~~September 30, 2019, as compared to the same period in 2018, due primarily to the following:

The decrease at CL&P was due ~~primarily~~ to a decrease related to pension, SERP and PBOP non-service income components ($~~6.9~~7.2 million).

The decrease at NSTAR Electric was due ~~primarily~~ to a decrease related to pension, SERP and PBOP non-service income components ($~~5.5~~8.8 million) and investment losses in 2019 compared to investment income in 2018 ($2.1 million), partially offset by an increase in AFUDC related to equity funds ($3.2 million).

The ~~increase~~decrease at PSNH was due ~~primarily~~ to the ~~recognition~~absence in 2019 of a gain on the sale of property ($4.4 million), a decrease in the ~~first quarter of 2019 of $5.2 million~~recognition of the equity ~~return~~ component of the carrying charges related to storm costs ~~incurred from December 2013 through April 2016~~ recorded in interest income ($3.5 million) and ~~an increase in AFUDC related to equity funds ($1.1 million), partially offset by~~ a decrease related to pension, SERP and PBOP non-service income components ($~~2.4~~2.9 million). Partially offsetting these decreases was an increase in AFUDC related to equity funds ($2.1 million).

Income Tax Expense decreased for the ~~six~~nine months ended ~~June~~September 30, 2019, as compared to the same period in 2018, due primarily to the following:

The decrease at CL&P was due ~~primarily~~ to amortization of EDIT ($~~1.5~~3.6 million), ~~lower state taxes ($1.2 million), and by~~ items that impact our tax rate as a result of regulatory treatment (flow-through items) and permanent differences ($~~3.2~~3.1 million), and return to provision items ($3 million), partially offset by higher pre-tax earnings ($35.8 million) and higher state taxes ($3.1 million). The impact of the amortization of the EDIT regulatory liability, including the tax gross up portion, that reduced revenue is ~~$2.0~~approximately $5 million, offset by a current tax ~~benefit~~benefits of ~~$0.5~~$1.4 million and amortization of EDIT of ~~$1.5~~$3.6 million, for the ~~six~~nine months ended ~~June~~September 30, 2019, which results in no impact on ~~net income.~~earnings.

The decrease at NSTAR Electric was due ~~primarily~~ to amortization of EDIT ($~~9.6~~14.4 million), ~~partially offset by higher pre-tax earnings ($2.5 million), and by~~ items that impact our tax rate as a result of regulatory treatment (flow-through items) and permanent differences ($~~0.4~~2.7 million), and return to provision items ($1.3 million), partially offset by higher pre-tax earnings ($4.4 million) and higher state taxes ($1.6 million). The impact of the amortization of the EDIT regulatory liability, including the tax gross up portion, that reduced revenue is ~~$13.3~~approximately $19.8 million, offset by a current tax benefit of ~~$3.7~~$5.4 million and amortization of EDIT of ~~$9.6~~$14.4 million, for the ~~six~~nine months ended ~~June~~September 30, 2019, which results in no impact on ~~net income.~~earnings.

The decrease at PSNH was due ~~primarily~~ to lower ~~pre-tax earnings~~state taxes ($~~1.2~~3.2 million), amortization of EDIT ($~~2.1~~3.1 million), lower pre-tax earnings ($1.8 million), and return to provision items ($1.1 million), partially offset by items that impact our tax rate as a result of regulatory treatment (flow-through items) and permanent differences ($~~1.1~~1.3 million). The impact of the amortization of the EDIT regulatory liability, including the tax gross up portion, that reduced revenue is ~~$2.8~~approximately $4.3 million, offset by a current tax benefit of ~~$0.7~~$1.2 million and amortization of EDIT of ~~$2.1~~$3.1 million for the ~~six~~nine months ended ~~June~~September 30, 2019,which results in no impact on ~~net income.~~earnings.

EARNINGS SUMMARY

CL&P's earnings increased ~~$17.0~~$28.4 million for the ~~six~~nine months ended ~~June~~September 30, 2019, as compared to the same period in 2018, due primarily to base distribution rate increases effective May 1, 2019 and May 1, 2018, higher earnings from its capital tracker mechanism, and an increase in transmission earnings driven by a higher transmission rate base. The earnings increase was partially offset by higher operations and maintenance expense, lower non-service income from our benefit plans, higher depreciation expense and higher property ~~and other~~ tax expense.

NSTAR Electric's earnings increased ~~$18.6~~$33.0 million for the ~~six~~nine months ended ~~June~~September 30, 2019, as compared to the same period in 2018, due primarily to the base distribution rate increase effective January 1, 2019, lower non-tracked operations and maintenance expense, an increase in transmission earnings driven by a higher transmission rate base, ~~the NSTAR Electric base distribution rate increase effective January 1, 2019, lower operations and maintenance expense,~~ and lower property ~~and other~~ tax expense. The earnings increase was partially offset by higher depreciation expense.

PSNH's earnings decreased ~~$1.3~~$1.0 million for the ~~six~~nine months ended ~~June~~September 30, 2019, as compared to the same period in 2018, due primarily to the absence in 2019 of generation earnings as a result of the sale of its generation assets in 2018, a lower amount of carrying charges on storm costs approved for recovery in 2019, as compared to 2018, lower non-service income from our benefit plans, and higher operations and maintenance ~~expense and lower demand revenues.~~expense. The earnings decrease was partially offset by the base distribution rate increase effective July 1, 2019 and an increase in transmission earnings driven by a higher transmission rate ~~base and the recognition in 2019 of carrying charges on storm costs approved for recovery.~~base.

LIQUIDITY

Cash Flows: CL&P had cash flows provided by operating activities of ~~$345.6~~$531.5 million for the ~~six~~nine months ended ~~June~~September 30, 2019, as compared to ~~$268.1~~$451.1 million in the same period of 2018. The increase in operating cash flows was due primarily to the absence in 2019 of approximately ~~$71~~$120 million of storm restoration cost payments, the timing of collections on our accounts receivable and ~~$41.2~~cash payments made on our accounts payable, and a decrease of $17.2 million in pension contributions made in ~~the first half of 2018, and the timing of accounts payable cash payments.~~2019. Partially offsetting these favorable impacts were higher income tax payments made in 2019 of $32.9 million, and the timing of ~~collections for regulatory tracking mechanisms and~~ other working capital items.

NSTAR Electric had cash flows provided by operating activities of ~~$251.5~~$586.9 million for the ~~six~~nine months ended ~~June~~September 30, 2019, as compared to ~~$202.7~~$574.3 million in the same period of 2018. The increase in operating cash flows was due primarily to ~~the absence in 2019~~a decrease of approximately ~~$85~~$77 million of major storm restoration cost payments, ~~made in the first half of 2018, a decrease of $56.1 million in pension and PBOP cash contributions, lower income tax payments made in the first half of 2019 of $47 million, and~~ the timing of cash collections on our accounts ~~receivables.~~receivable, a decrease of $55.5 million in pension and PBOP cash contributions, and lower income tax payments made in 2019 of $26.5 million. Partially offsetting these favorable impacts were ~~the timing of accounts payable cash payments,~~ the timing of collections for regulatory tracking mechanisms and the timing of cash payments made on our accounts payable and other working capital items.

PSNH had cash flows provided by operating activities of ~~$121.7~~$202.8 million for the ~~six~~nine months ended ~~June~~September 30, 2019, as compared to ~~$112.8~~$217.7 million in the same period of 2018. The ~~increase~~decrease in operating cash flows was due primarily to $15.4 million in pension contributions made in 2019 and the timing of cash payments made on our accounts payable and other working capital items. Partially offsetting these unfavorable impacts were income tax refunds of ~~$11.8~~$11.5 million in ~~the first half of~~ 2019, as compared to income tax payments of ~~$9.0~~$14.9 million in the same period in 2018, the timing of cash collections on accounts receivable, and the timing of accounts payable cash payments. Partially offsetting these favorable impacts was the timing of collections and payments of our other working capital items.2018.

For further information on CL&P's, NSTAR Electric's and PSNH's liquidity and capital resources, see "Liquidity" and "Business Development and Capital Expenditures" included in this Management's Discussion and Analysis of Financial Condition and Results of Operations.

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 months ended ~~June~~September 30, 2019 and 2018 included in this combined Quarterly Report on Form 10-Q:


	For the Three Months Ended June 30,							For the Three Months Ended September 30,
(Millions of Dollars)	2019		2018		Increase/(Decrease)			2019		2018		Increase/(Decrease)
Operating Revenues	$	740.8	$	694.9	$	45.9		$	853.9	$	865.0	$	(11.1	)
Operating Expenses:
Purchased Power and Transmission	246.5		234.3		12.2			299.0		314.6		(15.6		)
Operations and Maintenance	133.4		109.7		23.7			135.1		128.5		6.6
Depreciation	74.6		69.4		5.2			76.3		72.0		4.3
Amortization of Regulatory Assets, Net	12.4		15.4		(3.0		)	30.4		54.0		(23.6		)
Energy Efficiency Programs	20.8		18.6		2.2			40.1		30.2		9.9
Taxes Other Than Income Taxes	86.4		84.4		2.0			82.7		93.0		(10.3		)
Total Operating Expenses	574.1		531.8		42.3			663.6		692.3		(28.7		)
Operating Income	166.7		163.1		3.6			190.3		172.7		17.6
Interest Expense	36.9		38.7		(1.8		)	39.5		37.6		1.9
Other Income, Net	2.9		7.1		(4.2		)	4.8		7.0		(2.2		)
Income Before Income Tax Expense	132.7		131.5		1.2			155.6		142.1		13.5
Income Tax Expense	27.9		31.8		(3.9		)	43.9		41.8		2.1
Net Income	$	104.8	$	99.7	$	5.1		$	111.7	$	100.3	$	11.4

Operating Revenues

Sales Volumes: CL&P's retail electric GWh sales volumes were ~~4,602~~5,728 and ~~4,846~~6,153 for the three months ended ~~June~~September 30, 2019 and 2018, respectively, resulting in a decrease of ~~5.0~~6.9 percent. Fluctuations in retail electric sales volumes do not impact earnings due to its PURA-approved distribution revenue decoupling mechanism.

Operating Revenues: Operating Revenues, which consist of base distribution revenues and tracked revenues further described below, ~~increased $45.9~~decreased $11.1 million for the three months ended ~~June~~September 30, 2019, as compared to the same period in 2018.

Base Distribution Revenues: CL&P's distribution revenues increased ~~$14.5~~$13.8 million due primarily to the impact of its base distribution rate ~~increases~~increase effective May 1, 2019 ~~and May 1, 2018~~ as a result of the PURA-approved rate case settlement agreement, which includes recovery of storm costs and certain other items that do not impact earnings.

Tracked Revenues: Tracked revenues increased/(decreased) for the three months ended ~~June~~September 30, 2019, as compared to the same period in 2018, due primarily to the following:


(Millions of Dollars)
Retail Tariff Tracked Revenues
Energy supply procurement	$	23.9		$	(15.9	)
Retail transmission	(8.1		)	1.7
Stranded cost recovery				(4.4		)
Other distribution tracking mechanisms	0.2			(5.0		)
Wholesale Market Sales Revenue	1.5			0.5

Revenues from CL&P's other distribution tracking mechanisms include higher earnings from its capital tracker mechanism effective July 1, 2018, due to increased electric system improvements.

Transmission Revenues: Transmission revenues increased ~~$21.2~~$16.6 million due primarily to ~~ongoing investments~~continued investment in our transmission infrastructure.

Eliminations: Eliminations are primarily related to transmission revenues derived from ISO-NE regional transmission charges to the distribution business that ~~recovers~~recover the costs of the wholesale transmission business. The impact of eliminations decreased revenues by ~~$8.0~~$9.5 million.

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 increased/(decreased) for the three months ended ~~June~~September 30, 2019, as compared to the same period in 2018, due primarily to the following:

(Millions of Dollars)
Purchased Power Costs $ 26.3
Transmission Costs (6.8 )
Eliminations (7.3 )
Total Purchased Power and Transmission $ 12.2



(Millions of Dollars)
Purchased Power Costs	$	(6.2	)
Transmission Costs	0.1
Eliminations	(9.5		)
Total Purchased Power and Transmission	$	(15.6	)

The ~~increase~~decrease in purchased power costs was due primarily to ~~an increase~~a decrease in both the price and volume of power procured on behalf of our customers. The ~~decrease~~increase in transmission costs was primarily a result of a decrease in Local Network Service charges, which reflect the cost of transmission service provided over the local transmission network, and a decrease in costs billed by ISO-NE that support regional grid investments. This was partially offset by an increase in the retail transmission cost deferral, which reflects the actual costs of transmission service compared to estimated amounts billed to customers, and an increase in Local Network Service charges, which reflect the cost of transmission service provided by Eversource over our local transmission network. This was partially offset by a decrease in costs billed by ISO-NE that support regional grid investments.

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/(decreased) for the three months ended ~~June~~September 30, 2019, as compared to the same period in 2018, due primarily to the following:


(Millions of Dollars)
Base Electric Distribution (Non-Tracked Costs):
Employee-related expenses, including labor and benefits	$	(2.0	)	$	(5.2	)
Operations-related expenses, including vegetation management, vehicles, and outside services	5.8			(5.2		)
Storm Restoration Costs				8.6
Other non-tracked operations and maintenance	4.1			(0.1		)
Total Base Electric Distribution (Non-Tracked Costs)	7.9			(1.9		)
Total Tracked Costs	15.8			8.5
Total Operations and Maintenance	$	23.7		$	6.6

Depreciation expense increased for the three months ended ~~June~~September 30, 2019, as compared to the same period in 2018, due primarily to higher net plant in service balances and the implementation of new depreciation rates effective with the 2018 CL&P distribution rate case settlement agreement.

Amortization of Regulatory Assets, Net expense includes the deferral of energy supply and energy-related costs included in certain regulatory-approved cost tracking mechanisms, and the amortization of certain costs. This deferral adjusts expenses to match the corresponding revenues. Energy supply and energy-related costs, which are the primary drivers of amortization, are recovered from customers in rates and have no impact on earnings. Amortization of Regulatory Assets, Net decreased at CL&P for the three months ended ~~June~~September 30, 2019, as compared to the same period in 2018, 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. Energy supply and energy-related~~ costs, ~~which are the primary drivers of amortization, are recovered from customers~~partially offset by an increase in ~~rates and have no impact on earnings.~~ storm cost recovery.

Energy Efficiency Programs expense includes costs ~~for~~of various state energy policy initiatives and expanded energy efficiency programs ~~the majority of which~~that are recovered from customers in rates, ~~and~~most of which have no impact on earnings. Energy Efficiency Programs expense increased for the three months ended ~~June~~September 30, 2019, as compared to the same period in 2018, due primarily to higher spending for energy efficiency programs.

Taxes Other Than Income Taxes ~~increased~~decreased for the three months ended June 30, 2019, as compared to the same period in 2018, due primarily to higher property taxes as a result of higher utility plant balances and higher gross earnings taxes (the costs of which are tracked), partially offset by a decrease related to CL&P's remittance of energy efficiency funds to the State of Connecticut of $2.0 million.

~~Interest Expense~~ decreased at CL&P for the three months ended June 30, 2019, as compared to the same period in 2018, due primarily to lower interest on long-term debt ($1.9 million) and an increase in AFUDC related to debt funds ($0.3 million), partially offset by an increase in interest expense on regulatory deferrals ($0.4 million).

~~Other Income, Net~~ ~~decreased for the three months ended June~~September 30, 2019, as compared to the same period in 2018, due primarily to a decrease related to ~~pension, SERP and PBOP non-service income components ($3.3 million).~~the remittance of energy efficiency funds to the State of Connecticut. Energy efficiency funds collected from customers after July 1, 2019 are no longer subject to remittance to the State of Connecticut.

~~Income Tax~~Interest Expense ~~decreased~~increased at CL&P for the three months ended ~~June~~September 30, 2019, as compared to the same period in 2018, due primarily to ~~amortization of EDIT~~an increase in interest expense on regulatory deferrals ($1.1 million) and an increase in interest expense on notes payable ($1.0 million), partially offset by an increase in AFUDC related to debt funds ($0.2 million).

Other Income, Net decreased for the three months ended September 30, 2019, as compared to the same period in 2018, due primarily to market value changes related to the deferred compensation plans ($1.5 million)~~, lower state taxes~~ and a decrease related to pension, SERP and PBOP non-service income components ($~~1.9~~0.3 million) ~~and by~~.

Income Tax Expense increased for the three months ended September 30, 2019, as compared to the same period in 2018, due primarily to items that impact our tax rate as a result of regulatory treatment (flow-through items) and permanent differences ($~~0.5~~3.4 million), higher pretax income ($2.8 million) and state taxes ($1 million), partially offset by amortization of EDIT ($2.2 million) and return to provision items ($2.9 million). The impact of the amortization of the EDIT regulatory liability, including the tax gross up portion that reduced revenue is ~~$2.0~~approximately $3 million, offset by a current tax benefit of ~~$0.5~~$0.8 million, and amortization of EDIT of ~~$1.5~~$2.2 million, for the three months ended ~~June~~September 30, 2019, which results in no impact on ~~net income.~~earnings.

EARNINGS SUMMARY

CL&P's earnings increased ~~$5.1~~$11.4 million for the three months ended ~~June~~September 30, 2019, as compared to the same period in 2018, due primarily to the base distribution rate ~~increases~~increase effective May 1, 2019, an increase in transmission earnings driven by a higher transmission rate base, lower non-tracked operations and ~~May 1, 2018~~maintenance expense and higher earnings from its capital tracker mechanism. The earnings increase was partially offset by higher ~~operations and maintenance expense, lower non-service income from our benefit plans, higher~~ depreciation ~~expense and higher property and other tax~~ expense.


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.

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~~September 30, 2019, our regulated companies held collateral in the form of letters of credit of ~~$8.0~~$10.5 million from counterparties related to our standard service contracts. As of ~~June~~September 30, 2019, Eversource had ~~$19.1~~$19.2 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 2018 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 2018 Form 10-K.


ITEM 4.	CONTROLS AND PROCEDURES

Management, on behalf of Eversource, CL&P, NSTAR Electric and PSNH, evaluated the design and operation of the disclosure controls and procedures as of ~~June~~September 30, 2019 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 and PSNH are effective to ensure that information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized, and reported within the time periods specified in SEC rules and regulations and (ii) is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

There have been no changes in internal controls over financial reporting for Eversource, CL&P, NSTAR Electric and PSNH during the quarter ended ~~June~~September 30, 2019 that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.

PART II. OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS

We are parties to various legal proceedings. We have disclosed ~~these~~certain legal proceedings in Part I, Item 3, "Legal Proceedings," and elsewhere in our 2018 Form 10-K. These disclosures are incorporated herein by reference.

PSNH Merrimack Generation Facility Civil Suit: On March 4, 2019, the Sierra Club and the Conservation Law Foundation (the “Plaintiffs”) filed a citizens suit under the federal Clean Water Act against PSNH and a non-affiliated party that currently owns the Merrimack generation facility (the “Defendants”) in the U.S. District Court for the District of New Hampshire (the “Court”). With respect to PSNH, the suit alleges that there was a failure to completely report certain monitoring data to the EPA and other agencies as required by the National Pollutant Discharge Elimination System Permit at the Merrimack generation facility for events occurring after January 3, 2014, but prior to PSNH’s sale of the Merrimack generation facility on January 10, 2018. The Plaintiffs seek injunctive relief and imposition of maximum civil penalties assessable against PSNH as well as attorneys’ fees and costs. At a hearing on August 15, 2019, the Court was informed that the maximum civil penalties against PSNH are $195 million.

At this time, PSNH cannot predict the outcome of this matter or the impact on its financial statements. PSNH believes this action is without merit and intends to defend it vigorously; however, an adverse outcome in this suit could have a material impact on our results of operations, financial condition and liquidity.

Yankee Companies v. U.S. Department of Energy: As previously disclosed, on May 22, 2017, each of the Yankee Companies filed subsequent lawsuits against the DOE in the Court of Federal Claims. The Yankee Companies sought monetary damages totaling $104.4 million for CYAPC, YAEC and MYAPC, resulting from the DOE's failure to begin accepting spent nuclear fuel for disposal covering the years from 2013 to 2016 (“DOE Phase IV”). On February 21, 2019, the Yankee Companies received a partial summary judgment and partial final judgment in their favor for the undisputed amount of monetary damages of $103.2 million. The court awarded CYAPC, YAEC and MYAPC damages of $40.7 million, $28.1 million and $34.4 million, respectively. The DOE did not appeal the court's judgment and the decision became final on April 23, 2019. On June 12, 2019, the court accepted an offer of judgment in the amount of $0.5 million to settle the disputed amount of approximately $1 million in Phase IV contested damages. The Yankee Companies received the $0.5 million payment in July 2019. For a further discussion of the Yankee Companies v. U.S. Department of Energy, see Part I, Item 3, “Legal Proceedings” of our 2018 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 2018 Form 10-K.


ITEM 1A.	RISK FACTORS

We are subject to a variety of significant risks in addition to the matters set forth under our forward-looking statements section in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of this Quarterly Report on Form 10-Q. We have identified a number of these risk factors in Part I, Item 1A, "Risk Factors," in our 2018 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 2018 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 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, 2019 —
$ —
—
—
May 1 - May 31, 2019 —
—
—
—
June 1 - June 30, 2019 2,709
75.76
—
—
Total 2,709
$ 75.76
—
—



Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans and Programs (at month end)
July 1 - July 31, 2019	—	$	—	—	—
August 1 - August 31, 2019	—	—		—	—
September 1 - September 30, 2019	2,185	85.75		—	—
Total	2,185	$	85.75	—	—


ITEM 6.	EXHIBITS

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



	Exhibit No.	Description

	Listing of Exhibits (Eversource)
*	~~10.1~~	~~Forward Sale Agreement between Eversource Energy and Goldman Sachs & Co. LLC, dated as of May 30, 2019 (Exhibit 10.1, Eversource Energy Current Report on Form 8-K filed on June 5, 2019, File No. 001-05324~~)

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

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

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

	Listing of Exhibits (CL&P)
*	4.1	Supplemental Indenture (2017 Series A Bonds) between CL&P and Deutsche Bank Trust Company Americas, as Trustee, dated as of September 1, 2019 (Exhibit 4.1, CL&P Current Report on Form 8-K filed on September 23, 2019, File No. 000-00404)

	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~~	~~Form of 3.25% Debenture due May 15, 2029 (Exhibit 4, NSTAR Electric Company Current Report on Form 8-K filed on May 23, 2019, File No. 001-02301~~)

	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)
*	~~4.1~~	~~Twenty-Second Supplemental Indenture, between PSNH and U.S. Bank National Association, as Trustee dated as of June 1, 2019 (Exhibit 4.1, PSNH Current Report on Form 8-K filed July 3, 2019, File No. 001-06392~~)

	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

	Listing of Exhibits (Eversource, CL&P, NSTAR Electric, PSNH)
	101.INS	Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document

	101.SCH	Inline XBRL Taxonomy Extension Schema

	101.CAL	Inline XBRL Taxonomy Extension Calculation



	101.DEF		Inline XBRL Taxonomy Extension Definition



	101.LAB		Inline XBRL Taxonomy Extension Labels

	101.PRE		Inline XBRL Taxonomy Extension Presentation

	104		The cover page from the Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 2019, formatted in Inline XBRL

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 6,~~November 7, 2019	By:	/s/ Jay S. Buth
		Jay S. Buth
		Vice President, Controller and Chief Accounting Officer

SIGNATURE



	THE CONNECTICUT LIGHT AND POWER COMPANY

~~August 6,~~November 7, 2019	By:	/s/ Jay S. Buth
		Jay S. Buth
		Vice President, Controller and Chief Accounting Officer

SIGNATURE



	NSTAR ELECTRIC COMPANY

~~August 6,~~November 7, 2019	By:	/s/ Jay S. Buth
		Jay S. Buth
		Vice President, Controller and Chief Accounting Officer

SIGNATURE



	PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE

~~August 6,~~November 7, 2019	By:	/s/ Jay S. Buth
		Jay S. Buth
		Vice President, Controller and Chief Accounting Officer

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