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

GAAP		Accounting principles generally accepted in the United States of America
GSC		Generation Service Charge
GSRP		Greater Springfield Reliability Project
GWh		Gigawatt-Hours

~~HG&E~~		~~Holyoke Gas and Electric, a municipal department of the City of Holyoke, MA~~
HQ		Hydro-Québec, a corporation wholly owned by the Québec government, including its divisions that produce, transmit and distribute electricity in Québec, Canada
HVDC		High voltage direct current
Hydro Renewable Energy		Hydro Renewable Energy, Inc., a wholly owned subsidiary of Hydro-Québec
IPP		Independent Power Producers
ISO-NE Tariff		ISO-NE FERC Transmission, Markets and Services Tariff
kV		Kilovolt
kW		Kilowatt (equal to one thousand watts)
kWh		Kilowatt-Hours (the basic unit of electricity energy equal to one kilowatt of power supplied for one hour)
~~LNG~~LBR	Lost Base Revenue
LNG	Liquefied natural gas
~~LOC~~		~~Letter of Credit~~
LRS		Supplier of last resort service
MGP		Manufactured Gas Plant
~~Millstone~~		~~Millstone Nuclear Generating station, made up of Millstone 1, Millstone 2, and Millstone 3. All three units were sold in March 2001.~~
MMBtu		One million British thermal units
~~Moody’s~~Moody's		~~Moody’s~~Moody's Investors Services, Inc.
MW		Megawatt
MWh		Megawatt-Hours
NEEWS		New England East-West Solution
Northern Pass		The high voltage direct current transmission line project from Canada into New Hampshire
NO_x		Nitrogen ~~oxide~~
~~NU 2013 Form 10-K~~		~~The Northeast Utilities and Subsidiaries 2013 combined Annual Report on Form 10-K as filed with the SEC~~oxides
PAM		Pension and PBOP Rate Adjustment Mechanism
PBOP		Postretirement Benefits Other Than Pension
PBOP Plan		Postretirement Benefits Other Than Pension Plan that provides certain retiree health care benefits, primarily medical and dental, and life insurance benefits
PCRBs		Pollution Control Revenue Bonds
Pension Plan		Single uniform noncontributory defined benefit retirement plan
PPA		Pension Protection Act
RECs		Renewable Energy Certificates
Regulatory ROE		The average cost of capital method for calculating the return on equity related to the distribution and generation business segment excluding the wholesale transmission segment
ROE		Return on Equity
RRB		Rate Reduction Bond or Rate Reduction Certificate
RSUs		Restricted share units
S&P		Standard & ~~Poor’s~~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
~~Settlement Agreements~~		The comprehensive settlement agreements reached by NU and NSTAR with the Massachusetts Attorney General and the DOER on February 15, 2012 related to the merger of NU and NSTAR (Massachusetts settlement agreements) and the comprehensive settlement agreement reached by NU and NSTAR with both the Connecticut Attorney General and the Connecticut Office of Consumer Counsel on March 13, 2012 related to the merger of NU and NSTAR (Connecticut settlement agreement).
SIP		Simplified Incentive Plan
SO₂		Sulfur dioxide
SS		Standard service
TCAM		Transmission Cost Adjustment Mechanism
TSA		Transmission Service Agreement
UI		The United Illuminating Company

~~Table of Contents~~

~~NORTHEAST UTILITIES~~

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

TABLE OF CONTENTS


	Page
PART I - FINANCIAL INFORMATION
~~PART I - FINANCIAL INFORMATION~~

ITEM 1 - Unaudited Condensed Consolidated Financial Statements for the Following ~~Companies:~~
Companies:
~~Northeast Utilities~~ Eversource Energy and Subsidiaries (Unaudited)

Condensed Consolidated Balance Sheets ~~— March 31, 2014 and December 31, 2013~~	1

Condensed Consolidated Statements of Income ~~— Three Months Ended March 31, 2014 and 2013~~	2
Condensed Consolidated Statements of Comprehensive Income	2
Condensed Consolidated Statements of Cash Flows	3

~~Condensed Consolidated Statements of Comprehensive Income — Three Months Ended March 31, 2014 and 2013~~	3

~~Condensed Consolidated Statements of Cash Flows — Three Months Ended March 31, 2014 and 2013~~	4

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

NSTAR Electric Company and Subsidiary (Unaudited)
Condensed Consolidated Balance Sheets ~~— March 31, 2014 and December 31, 2013~~	5

~~Condensed Statements of Income — Three Months Ended March 31, 2014 and 2013~~	7

Condensed Consolidated Statements of ~~Comprehensive~~ Income ~~— Three Months Ended March 31, 2014 and 2013~~	7

~~Condensed Statements of Cash Flows — Three Months Ended March 31, 2014 and 2013~~	8
Condensed Consolidated Statements of Comprehensive Income	8
~~NSTAR Electric Company and Subsidiary (Unaudited)~~

Condensed Consolidated ~~Balance Sheets — March 31, 2014 and December 31, 2013~~Statements of Cash Flows	9

~~Condensed Consolidated Statements of Income — Three Months Ended March 31, 2014 and 2013~~	11

~~Condensed Consolidated Statements of Cash Flows — Three Months Ended March 31, 2014 and 2013~~	12

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

Western Massachusetts Electric Company (Unaudited)
Condensed ~~Consolidated~~ Balance Sheets ~~— March 31, 2014 and December 31, 2013~~	13
Condensed Statements of Income	14
Condensed ~~Consolidated~~ Statements of Comprehensive Income ~~— Three Months Ended March 31, 2014 and 2013~~	14
Condensed Statements of Cash Flows	15

~~Condensed Consolidated Statements of Comprehensive Income — Three Months Ended March 31, 2014 and 2013~~	15

~~Condensed Consolidated Statements of Cash Flows — Three Months Ended March 31, 2014 and 2013~~	16

~~Western Massachusetts Electric Company (Unaudited)~~

~~Condensed Balance Sheets — March 31, 2014 and December 31, 2013~~	17

~~Condensed Statements of Income — Three Months Ended March 31, 2014 and 2013~~	19

~~Condensed Statements of Comprehensive Income — Three Months Ended March 31, 2014 and 2013~~	19

~~Condensed Statements of Cash Flows — Three Months Ended March 31, 2014 and 2013~~	20

Combined Notes to Condensed Consolidated Financial Statements (Unaudited)	2116

~~iii~~

~~Table of Contents~~

	~~Page~~

ITEM 2~~— Management’s~~– Management's Discussion and Analysis of Financial Condition and Results of Operations for the ~~following companies:~~	Following Companies:
Eversource Energy and Subsidiaries	30
~~Northeast Utilities and Subsidiaries~~	38

The Connecticut Light and Power Company	4942

NSTAR Electric Company and Subsidiary	5144

Public Service Company of New Hampshire and Subsidiary	5346

Western Massachusetts Electric Company	5548

ITEM 3 — – Quantitative and Qualitative Disclosures About Market Risk	5750

ITEM 4 — – Controls and Procedures	5750

PART II —– OTHER INFORMATION

ITEM 1 — – Legal Proceedings	5851

ITEM 1A — – Risk Factors	5851

ITEM 2—– Unregistered Sales of Equity Securities and Use of Proceeds	5851

ITEM 6 — – Exhibits	5952

SIGNATURES	6154

iviii


EVERSOURCE ENERGY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)


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

ASSETS

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

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

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

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

LIABILITIES AND CAPITALIZATION

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

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

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

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

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

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

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


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


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

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

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

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

Basic Earnings Per Common Share				$	0.80	$	0.75

Diluted Earnings Per Common Share				$	0.80	$	0.74

Dividends Declared Per Common Share				$	0.42	$	0.39

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


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




CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

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


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


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



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

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

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

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

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


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


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

ASSETS

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

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

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

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

LIABILITIES AND CAPITALIZATION

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

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

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

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

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

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

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

~~Table of Contents~~

~~This Page Intentionally Left Blank~~


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


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

Operating Revenues			$	804,917	$	734,614

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

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



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





CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

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



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


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


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

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

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

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

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


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


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

ASSETS

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

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

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

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

LIABILITIES AND CAPITALIZATION

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

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

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

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

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

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

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


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


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

Operating Revenues			$	766,808	$	666,188

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

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



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





CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

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



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


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


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

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

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

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



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

~~Table of Contents~~

~~NORTHEAST UTILITIES~~


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


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

ASSETS

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

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

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

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

LIABILITIES AND CAPITALIZATION

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

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

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

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

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

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


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


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

Operating Revenues			$	284,847	$	299,833

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

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



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





CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

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



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


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


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

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

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

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



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


WESTERN MASSACHUSETTS ELECTRIC COMPANY
CONDENSED BALANCE SHEETS
(Unaudited)


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

ASSETS

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

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

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

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

LIABILITIES AND CAPITALIZATION

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

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

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

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

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

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


WESTERN MASSACHUSETTS ELECTRIC COMPANY
CONDENSED STATEMENTS OF INCOME
(Unaudited)


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

Operating Revenues			$	152,864	$	137,409

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

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



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





CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

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



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


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


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

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

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

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


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

EVERSOURCE ENERGY AND SUBSIDIARIES

~~CONDENSED CONSOLIDATED BALANCE SHEETS~~

~~(Unaudited)~~

March 31,

December 31,

(Thousands of Dollars)

2014

2013

ASSETS

Current Assets:

Cash and Cash Equivalents

$
89,150

$
43,364

Receivables, Net

980,033

765,391

Unbilled Revenues

202,867

224,982

Fuel, Materials and Supplies

228,192

303,233

Regulatory Assets

573,028

535,791

Prepayments and Other Current Assets

292,539

214,288

Total Current Assets

2,365,809

2,087,049

Property, Plant and Equipment, Net

17,713,027

17,576,186

Deferred Debits and Other Assets:

Regulatory Assets

3,486,645

3,758,694

Goodwill

3,519,401

3,519,401

Marketable Securities

507,931

488,515

Other Long-Term Assets

504,057

365,692

Total Deferred Debits and Other Assets

8,018,034

8,132,302

Total Assets

$
28,096,870

$
27,795,537

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

~~Table of Contents~~

~~NORTHEAST UTILITIES AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED BALANCE SHEETS~~

~~(Unaudited)~~

March 31,

December 31,

(Thousands of Dollars)

2014

2013

LIABILITIES AND CAPITALIZATION

Current Liabilities:

Notes Payable

$
571,147

$
1,093,000

Long-Term Debt - Current Portion

530,533

533,346

Accounts Payable

711,594

742,251

Regulatory Liabilities

263,754

204,278

Other Current Liabilities

713,116

702,776

Total Current Liabilities

2,790,144

3,275,651

Deferred Credits and Other Liabilities:

Accumulated Deferred Income Taxes

4,209,969

4,029,026

Regulatory Liabilities

591,468

502,984

Derivative Liabilities

546,387

624,050

Accrued Pension, SERP and PBOP

890,019

896,844

Other Long-Term Liabilities

871,050

923,053

Total Deferred Credits and Other Liabilities

7,108,893

6,975,957

Capitalization:

Long-Term Debt

8,318,332

7,776,833

Noncontrolling Interest - Preferred Stock of Subsidiaries

155,568

155,568

Equity:

Common Shareholders’ Equity:

Common Shares

1,666,580

1,665,351

Capital Surplus, Paid In

6,185,027

6,192,765

Retained Earnings

2,237,710

2,125,980

Accumulated Other Comprehensive Loss

(44,321
)
(46,031
)
Treasury Stock

(321,063
)
(326,537
)
Common Shareholders’ Equity

9,723,933

9,611,528

Total Capitalization

18,197,833

17,543,929

Total Liabilities and Capitalization

$
28,096,870

$
27,795,537

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

~~Table of Contents~~

~~NORTHEAST UTILITIES AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF INCOME~~

~~(Unaudited)~~

For the Three Months Ended March 31,

(Thousands of Dollars, Except Share Information)

2014

2013

Operating Revenues

$
2,290,590

$
1,995,023

Operating Expenses:

Purchased Power, Fuel and Transmission

978,150

747,809

Operations and Maintenance

351,688

346,092

Depreciation

150,807

154,977

Amortization of Regulatory Assets, Net

57,898

54,049

Amortization of Rate Reduction Bonds

—

34,499

Energy Efficiency Programs

138,825

105,771

Taxes Other Than Income Taxes

145,533

132,881

Total Operating Expenses

1,822,901

1,576,078

Operating Income

467,689

418,945

Interest Expense:

Interest on Long-Term Debt

87,377

85,906

Other Interest

2,598

(9,651
)
Interest Expense

89,975

76,255

Other Income, Net

1,667

7,765

Income Before Income Tax Expense

379,381

350,455

Income Tax Expense

141,545

120,487

Net Income

237,836

229,968

Net Income Attributable to Noncontrolling Interests

1,879

1,879

Net Income Attributable to Controlling Interest

$
235,957

$
228,089

Basic Earnings Per Common Share

$
0.75

$
0.72

Diluted Earnings Per Common Share

$
0.74

$
0.72

Dividends Declared Per Common Share

$
0.39

$
0.37

Weighted Average Common Shares Outstanding:

Basic

315,534,512

315,129,782

Diluted

316,892,119

316,002,538

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

~~CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME~~

~~(Unaudited)~~

Net Income

$
237,836

$
229,968

Other Comprehensive Income, Net of Tax:

Qualified Cash Flow Hedging Instruments

509

516

Changes in Unrealized Gains/(Losses) on Other Securities

240

(181
)
Changes in Funded Status of Pension, SERP and PBOP Benefit Plans

961

1,621

Other Comprehensive Income, Net of Tax

1,710

1,956

Comprehensive Income Attributable to Noncontrolling Interests

(1,879
)
(1,879
)
Comprehensive Income Attributable to Controlling Interest

$
237,667

$
230,045

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

~~Table of Contents~~

~~NORTHEAST UTILITIES AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(Unaudited)~~

For the Three Months Ended March 31,

(Thousands of Dollars)

2014

2013

Operating Activities:

Net Income

$
237,836

$
229,968

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

Depreciation

150,807

154,977

Deferred Income Taxes

137,417

168,938

Pension, SERP and PBOP Expense

24,995

53,102

Pension and PBOP Contributions

(6,622
)
(47,048
)
Regulatory Overrecoveries, Net

872

39,218

Amortization of Regulatory Assets, Net

57,898

54,049

Amortization of Rate Reduction Bonds

—

34,499

Proceeds from DOE Damages Claim

163,300

77,936

Deferred DOE Proceeds

(163,300
)
—

Other

(7,574
)
(51,106
)
Changes in Current Assets and Liabilities:

Receivables and Unbilled Revenues, Net

(182,221
)
(129,431
)
Fuel, Materials and Supplies

75,041

28,487

Taxes Receivable/Accrued, Net

(59,840
)
(21,295
)
Accounts Payable

53,905

(86,916
)
Other Current Assets and Liabilities, Net

11,282

(32,235
)
Net Cash Flows Provided by Operating Activities

493,796

473,143

Investing Activities:

Investments in Property, Plant and Equipment

(348,691
)
(388,950
)
Proceeds from Sales of Marketable Securities

128,505

98,070

Purchases of Marketable Securities

(132,605
)
(184,030
)
Other Investing Activities

1,637

27,997

Net Cash Flows Used in Investing Activities

(351,154
)
(446,913
)

Financing Activities:

Cash Dividends on Common Shares

(118,460
)
(116,431
)
Cash Dividends on Preferred Stock

(1,879
)
(1,879
)
Decrease in Short-Term Debt

(299,500
)
(228,000
)
Issuance of Long-Term Debt

400,000

400,000

Retirements of Long-Term Debt

(75,000
)
—

Retirements of Rate Reduction Bonds

—

(62,529
)
Other Financing Activities

(2,017
)
(2,322
)
Net Cash Flows Used in Financing Activities

(96,856
)
(11,161
)
Net Increase in Cash and Cash Equivalents

45,786

15,069

Cash and Cash Equivalents - Beginning of Period

43,364

45,748

Cash and Cash Equivalents - End of Period

$
89,150

$
60,817

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

~~Table of Contents~~

~~THE CONNECTICUT LIGHT AND POWER COMPANY~~

~~CONDENSED BALANCE SHEETS~~

~~(Unaudited)~~

March 31,

December 31,

(Thousands of Dollars)

2014

2013

ASSETS

Current Assets:

Cash

$
15,675

$
7,237

Receivables, Net

386,876

319,670

Accounts Receivable from Affiliated Companies

14,721

13,777

Unbilled Revenues

98,095

92,401

Regulatory Assets

175,926

150,943

Materials and Supplies

51,376

54,606

Prepayments and Other Current Assets

73,602

53,082

Total Current Assets

816,271

691,716

Property, Plant and Equipment, Net

6,506,245

6,451,259

Deferred Debits and Other Assets:

Regulatory Assets

1,580,609

1,663,147

Other Long-Term Assets

170,814

174,380

Total Deferred Debits and Other Assets

1,751,423

1,837,527

Total Assets

$
9,073,939

$
8,980,502

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

~~Table of Contents~~

THE CONNECTICUT LIGHT AND POWER COMPANY

~~CONDENSED BALANCE SHEETS~~

~~(Unaudited)~~

March 31,

December 31,

(Thousands of Dollars)

2014

2013

LIABILITIES AND CAPITALIZATION

Current Liabilities:

Notes Payable to NU Parent

$
351,600

$
287,300

Long-Term Debt - Current Portion

150,000

150,000

Accounts Payable

186,792

201,047

Accounts Payable to Affiliated Companies

52,760

56,531

Obligations to Third Party Suppliers

76,236

73,914

Regulatory Liabilities

107,284

93,961

Derivative Liabilities

92,040

92,233

Other Current Liabilities

154,312

134,716

Total Current Liabilities

1,171,024

1,089,702

Deferred Credits and Other Liabilities:

Accumulated Deferred Income Taxes

1,579,498

1,510,586

Regulatory Liabilities

90,053

93,757

Derivative Liabilities

539,444

617,072

Accrued Pension, SERP and PBOP

94,820

95,895

Other Long-Term Liabilities

152,920

163,588

Total Deferred Credits and Other Liabilities

2,456,735

2,480,898

Capitalization:

Long-Term Debt

2,591,405

2,591,208

Preferred Stock Not Subject to Mandatory Redemption

116,200

116,200

Common Stockholder’s Equity:

Common Stock

60,352

60,352

Capital Surplus, Paid In

1,682,900

1,682,047

Retained Earnings

996,591

961,482

Accumulated Other Comprehensive Loss

(1,268
)
(1,387
)
Common Stockholder’s Equity

2,738,575

2,702,494

Total Capitalization

5,446,180

5,409,902

Total Liabilities and Capitalization

$
9,073,939

$
8,980,502

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

~~Table of Contents~~

~~THE CONNECTICUT LIGHT AND POWER COMPANY~~

~~CONDENSED STATEMENTS OF INCOME~~

~~(Unaudited)~~

For the Three Months Ended March 31,

(Thousands of Dollars)

2014

2013

Operating Revenues

$
734,614

$
624,097

Operating Expenses:

Purchased Power and Transmission

281,381

229,259

Operations and Maintenance

109,514

108,895

Depreciation

46,130

42,448

Amortization of Regulatory Assets, Net

29,931

10,787

Energy Efficiency Programs

42,694

22,813

Taxes Other Than Income Taxes

66,953

60,192

Total Operating Expenses

576,603

474,394

Operating Income

158,011

149,703

Interest Expense:

Interest on Long-Term Debt

32,908

32,635

Other Interest

1,335

(2,941
)
Interest Expense

34,243

29,694

Other Income, Net

1,072

4,187

Income Before Income Tax Expense

124,840

124,196

Income Tax Expense

45,541

39,188

Net Income

$
79,299

$
85,008

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

~~CONDENSED STATEMENTS OF COMPREHENSIVE INCOME~~

~~(Unaudited)~~

Net Income

$
79,299

$
85,008

Other Comprehensive Income, Net of Tax:

Qualified Cash Flow Hedging Instruments

111

111

Changes in Unrealized Gains/(Losses) on Other Securities

8

(6
)
Other Comprehensive Income, Net of Tax

119

105

Comprehensive Income

$
79,418

$
85,113

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

~~Table of Contents~~

~~THE CONNECTICUT LIGHT AND POWER COMPANY~~

~~CONDENSED STATEMENTS OF CASH FLOWS~~

~~(Unaudited)~~

For the Three Months Ended March 31,

(Thousands of Dollars)

2014

2013

Operating Activities:

Net Income

$
79,299

$
85,008

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

Depreciation

46,130

42,448

Deferred Income Taxes

59,334

65,475

Pension, SERP and PBOP Expense, Net of PBOP Contributions

4,086

8,183

Regulatory Underrecoveries, Net

(40,399
)
(15,835
)
Amortization of Regulatory Assets, Net

29,931

10,787

Other

4,536

3,653

Changes in Current Assets and Liabilities:

Receivables and Unbilled Revenues, Net

(82,833
)
(32,041
)
Taxes Receivable/Accrued, Net

7,015

(12,777
)
Accounts Payable

(2,872
)
(106,140
)
Other Current Assets and Liabilities, Net

(8,730
)
(22,340
)
Net Cash Flows Provided by Operating Activities

95,497

26,421

Investing Activities:

Investments in Property, Plant and Equipment

(107,993
)
(89,360
)
Other Investing Activities

1,027

447

Net Cash Flows Used in Investing Activities

(106,966
)
(88,913
)

Financing Activities:

Cash Dividends on Common Stock

(42,800
)
(38,000
)
Cash Dividends on Preferred Stock

(1,390
)
(1,390
)
Issuance of Long Term Debt

—

400,000

Increase/(Decrease) in Notes Payable to NU Parent

64,300

(194,700
)
Decrease in Short-Term Debt

—

(89,000
)
Other Financing Activities

(203
)
(6,112
)
Net Cash Flows Provided by Financing Activities

19,907

70,798

Net Increase in Cash

8,438

8,306

Cash - Beginning of Period

7,237

1

Cash - End of Period

$
15,675

$
8,307

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

~~Table of Contents~~

NSTAR ELECTRIC COMPANY AND SUBSIDIARY

~~CONDENSED CONSOLIDATED BALANCE SHEETS~~

~~(Unaudited)~~

March 31,

December 31,

(Thousands of Dollars)

2014

2013

ASSETS

Current Assets:

Cash and Cash Equivalents

$
42,035

$
8,021

Receivables, Net

231,082

209,711

Accounts Receivable from Affiliated Companies

123,953

27,264

Unbilled Revenues

28,249

41,368

Materials and Supplies

47,843

44,236

Regulatory Assets

222,598

204,144

Prepayments and Other Current Assets

5,686

36,710

Total Current Assets

701,446

571,454

Property, Plant and Equipment, Net

5,069,203

5,043,887

Deferred Debits and Other Assets:

Regulatory Assets

1,041,925

1,235,156

Other Long-Term Assets

65,983

60,624

Total Deferred Debits and Other Assets

1,107,908

1,295,780

Total Assets

$
6,878,557

$
6,911,121

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

~~Table of Contents~~

~~NSTAR ELECTRIC COMPANY AND SUBSIDIARY~~

~~CONDENSED CONSOLIDATED BALANCE SHEETS~~

~~(Unaudited)~~

March 31,

December 31,

(Thousands of Dollars)

2014

2013

LIABILITIES AND CAPITALIZATION

Current Liabilities:

Notes Payable

$
—

$
103,500

Long-Term Debt - Current Portion

301,650

301,650

Accounts Payable

264,834

207,559

Accounts Payable to Affiliated Companies

42,879

75,707

Accumulated Deferred Income Taxes

55,763

50,128

Regulatory Liabilities

73,596

53,958

Other Current Liabilities

140,146

118,410

Total Current Liabilities

878,868

910,912

Deferred Credits and Other Liabilities:

Accumulated Deferred Income Taxes

1,400,532

1,466,835

Regulatory Liabilities

257,101

253,108

Accrued Pension, SERP and PBOP

150,938

118,010

Payable to Affiliated Companies

—

64,172

Other Long-Term Liabilities

132,679

142,214

Total Deferred Credits and Other Liabilities

1,941,250

2,044,339

Capitalization:

Long-Term Debt

1,797,389

1,499,417

Preferred Stock Not Subject to Mandatory Redemption

43,000

43,000

Common Stockholder’s Equity:

Common Stock

—

—

Capital Surplus, Paid In

992,625

992,625

Retained Earnings

1,225,425

1,420,828

Common Stockholder’s Equity

2,218,050

2,413,453

Total Capitalization

4,058,439

3,955,870

Total Liabilities and Capitalization

$
6,878,557

$
6,911,121

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

~~Table of Contents~~

~~NSTAR ELECTRIC COMPANY AND SUBSIDIARY~~

~~CONDENSED CONSOLIDATED STATEMENTS OF INCOME~~

~~(Unaudited)~~

For the Three Months Ended March 31,

(Thousands of Dollars)

2014

2013

Operating Revenues

$
666,188

$
592,257

Operating Expenses:

Purchased Power and Transmission

319,082

214,053

Operations and Maintenance

85,924

92,301

Depreciation

46,626

45,441

Amortization of Regulatory Assets, Net

15,664

46,994

Amortization of Rate Reduction Bonds

—

15,054

Energy Efficiency Programs

48,329

51,703

Taxes Other Than Income Taxes

32,151

32,174

Total Operating Expenses

547,776

497,720

Operating Income

118,412

94,537

Interest Expense:

Interest on Long-Term Debt

20,756

19,991

Other Interest

304

(4,068
)
Interest Expense

21,060

15,923

Other Income/(Loss), Net

(31
)
773

Income Before Income Tax Expense

97,321

79,387

Income Tax Expense

39,234

31,265

Net Income

$
58,087

$
48,122

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

~~Table of Contents~~

~~NSTAR ELECTRIC COMPANY AND SUBSIDIARY~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(Unaudited)~~

For the Three Months Ended March 31,

(Thousands of Dollars)

2014

2013

Operating Activities, SERP:

Net Income

$
58,087

$
48,122

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

Depreciation

46,626

45,441

Deferred Income Taxes

1,585

26,571

Pension, SERP and PBOP Expense, Net of Contributions

(4,908
)
6,420

Regulatory Underrecoveries, Net

6,423

(2,951
)
Amortization of Regulatory Assets, Net

15,664

46,994

Amortization of Rate Reduction Bonds

—

15,054

Bad Debt Expense

6,096

5,523

Other

(15,538
)
(23,969
)
Changes in Current Assets and Liabilities:

Receivables and Unbilled Revenues, Net

(14,348
)
(31,455
)
Materials and Supplies

(3,606
)
(7,060
)
Taxes Receivable/Accrued, Net

21,504

(22,501
)
Accounts Payable

86,309

1,867

Accounts Receivable from/Payable to Affiliates, Net

(43,654
)
(37,547
)
Other Current Assets and Liabilities, Net

31,112

18,916

Net Cash Flows Provided by Operating Activities

191,352

89,425

Investing Activities:

Investments in Property, Plant and Equipment

(94,957
)
(107,573
)
(Increase)/Decrease in Special Deposits

(530
)
33,631

Other Investing Activities

41

(86
)
Net Cash Flows Used in Investing Activities

(95,446
)
(74,028
)

Financing Activities:

Cash Dividends on Common Stock

(253,000
)
—

Cash Dividends on Preferred Stock

(490
)
(490
)
(Decrease)/Increase in Notes Payable

(103,500
)
32,000

Issuance of Long-Term Debt

300,000

—

Retirements of Rate Reduction Bonds

—

(43,493
)
Other Financing Activities

(4,902
)
—

Net Cash Flows Used in Financing Activities

(61,892
)
(11,983
)
Net Increase in Cash and Cash Equivalents

34,014

3,414

Cash and Cash Equivalents - Beginning of Period

8,021

13,695

Cash and Cash Equivalents - End of Period

$
42,035

$
17,109

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

~~Table of Contents~~

~~PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY~~

~~CONDENSED CONSOLIDATED BALANCE SHEETS~~

~~(Unaudited)~~

March 31,

December 31,

(Thousands of Dollars)

2014

2013

ASSETS

Current Assets:

Cash

$
4,284

$
130

Receivables, Net

88,143

76,331

Accounts Receivable from Affiliated Companies

479

90

Unbilled Revenues

38,327

38,344

Taxes Receivable

20,968

2,180

Fuel, Materials and Supplies

94,410

128,736

Regulatory Assets

83,832

92,194

Prepayments and Other Current Assets

7,270

21,920

Total Current Assets

337,713

359,925

Property, Plant and Equipment, Net

2,486,440

2,467,556

Deferred Debits and Other Assets:

Regulatory Assets

210,702

219,346

Other Long-Term Assets

40,621

39,891

Total Deferred Debits and Other Assets

251,323

259,237

Total Assets

$
3,075,476

$
3,086,718

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

~~Table of Contents~~

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY

~~CONDENSED CONSOLIDATED BALANCE SHEETS~~

~~(Unaudited)~~

March 31,

December 31,

(Thousands of Dollars)

2014

2013

LIABILITIES AND CAPITALIZATION

Current Liabilities:

Notes Payable to NU Parent

$
39,900

$
86,500

Long-Term Debt - Current Portion

50,000

50,000

Accounts Payable

59,847

82,920

Accounts Payable to Affiliated Companies

28,009

22,040

Regulatory Liabilities

27,333

20,643

Accumulated Deferred Income Taxes

22,811

28,596

Other Current Liabilities

46,880

51,729

Total Current Liabilities

274,780

342,428

Deferred Credits and Other Liabilities:

Accumulated Deferred Income Taxes

539,255

500,166

Regulatory Liabilities

51,769

51,723

Accrued SERP and PBOP

15,321

15,272

Other Long-Term Liabilities

46,559

46,247

Total Deferred Credits and Other Liabilities

652,904

613,408

Capitalization:

Long-Term Debt

999,081

999,006

Common Stockholder’s Equity:

Common Stock

—

—

Capital Surplus, Paid In

702,304

701,911

Retained Earnings

454,653

438,515

Accumulated Other Comprehensive Loss

(8,246
)
(8,550
)
Common Stockholder’s Equity

1,148,711

1,131,876

Total Capitalization

2,147,792

2,130,882

Total Liabilities and Capitalization

$
3,075,476

$
3,086,718

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

~~Table of Contents~~

~~PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY~~

~~CONDENSED CONSOLIDATED STATEMENTS OF INCOME~~

~~(Unaudited)~~

For the Three Months Ended March 31,

(Thousands of Dollars)

2014

2013

Operating Revenues

$
299,833

$
273,829

Operating Expenses:

Purchased Power, Fuel and Transmission

115,246

101,024

Operations and Maintenance

62,212

59,729

Depreciation

24,215

22,568

Amortization of Regulatory Assets/(Liabilities), Net

12,562

(3,051
)
Amortization of Rate Reduction Bonds

—

14,756

Energy Efficiency Programs

3,839

3,669

Taxes Other Than Income Taxes

17,715

17,016

Total Operating Expenses

235,789

215,711

Operating Income

64,044

58,118

Interest Expense:

Interest on Long-Term Debt

11,526

11,881

Other Interest

445

287

Interest Expense

11,971

12,168

Other Income, Net

265

1,030

Income Before Income Tax Expense

52,338

46,980

Income Tax Expense

19,700

17,984

Net Income

$
32,638

$
28,996

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

~~CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME~~

~~(Unaudited)~~

Net Income

$
32,638

$
28,996

Other Comprehensive Income, Net of Tax:

Qualified Cash Flow Hedging Instruments

290

291

Changes in Unrealized Gains/(Losses) on Other Securities

14

(11
)
Changes in Funded Status of Pension, SERP and PBOP Benefit Plans

—

(3
)
Other Comprehensive Income, Net of Tax

304

277

Comprehensive Income

$
32,942

$
29,273

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

~~Table of Contents~~

~~PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(Unaudited)~~

For the Three Months Ended March 31,

(Thousands of Dollars)

2014

2013

Operating Activities:

Net Income

$
32,638

$
28,996

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

Depreciation

24,215

22,568

Deferred Income Taxes

33,667

10,143

Pension, SERP and PBOP Expense

1,961

8,022

Pension and PBOP Contributions

(30
)
(35,146
)
Regulatory Over/(Under) Recoveries, Net

6,827

(799
)
Amortization of Regulatory Assets/(Liabilities), Net

12,562

(3,051
)
Amortization of Rate Reduction Bonds

—

14,756

Other

2,729

(1,505
)
Changes in Current Assets and Liabilities:

Receivables and Unbilled Revenues, Net

(14,268
)
(13,889
)
Fuel, Materials and Supplies

34,326

562

Taxes Receivable/Accrued, Net

(30,254
)
23,137

Accounts Payable

3,403

31,257

Other Current Assets and Liabilities, Net

21,505

22,152

Net Cash Flows Provided by Operating Activities

129,281

107,203

Investing Activities:

Investments in Property, Plant and Equipment

(61,864
)
(64,956
)
Other Investing Activities

(76
)
(17
)
Net Cash Flows Used in Investing Activities

(61,940
)
(64,973
)

Financing Activities:

Cash Dividends on Common Stock

(16,500
)
(17,000
)
Decrease in Notes Payable to NU Parent

(46,600
)
(9,900
)
Retirements of Rate Reduction Bonds

—

(14,320
)
Other Financing Activities

(87
)
(127
)
Net Cash Flows Used in Financing Activities

(63,187
)
(41,347
)
Net Increase in Cash

4,154

883

Cash - Beginning of Period

130

2,493

Cash - End of Period

$
4,284

$
3,376

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

~~Table of Contents~~

~~WESTERN MASSACHUSETTS ELECTRIC COMPANY~~

~~CONDENSED BALANCE SHEETS~~

~~(Unaudited)~~

March 31,

December 31,

(Thousands of Dollars)

2014

2013

ASSETS

Current Assets:

Cash

$
4,227

$
—

Receivables, Net

54,844

49,018

Accounts Receivable from Affiliated Companies

5,996

47,607

Unbilled Revenues

16,531

16,562

Taxes Receivable

12,845

432

Regulatory Assets

49,578

43,024

Marketable Securities

19,194

26,628

Prepayments and Other Current Assets

9,663

10,479

Total Current Assets

172,878

193,750

Property, Plant and Equipment, Net

1,398,810

1,381,060

Deferred Debits and Other Assets:

Regulatory Assets

132,181

146,088

Marketable Securities

38,710

31,243

Other Long-Term Assets

40,956

40,679

Total Deferred Debits and Other Assets

211,847

218,010

Total Assets

$
1,783,535

$
1,792,820

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

~~Table of Contents~~

WESTERN MASSACHUSETTS ELECTRIC COMPANY

~~CONDENSED BALANCE SHEETS~~

~~(Unaudited)~~

March 31,

December 31,

(Thousands of Dollars)

2014

2013

LIABILITIES AND CAPITALIZATION

Current Liabilities:

Notes Payable to NU Parent

$
37,400

$
—

Accounts Payable

38,407

62,961

Accounts Payable to Affiliated Companies

18,154

9,230

Accrued Interest

2,837

7,525

Regulatory Liabilities

21,816

19,858

Accumulated Deferred Income Taxes

15,361

13,098

Counterparty Deposits

3,188

7,688

Other Current Liabilities

15,563

20,629

Total Current Liabilities

152,726

140,989

Deferred Credits and Other Liabilities:

Accumulated Deferred Income Taxes

409,493

396,933

Regulatory Liabilities

10,445

13,873

Accrued SERP and PBOP

3,850

3,911

Other Long-Term Liabilities

29,411

28,619

Total Deferred Credits and Other Liabilities

453,199

443,336

Capitalization:

Long-Term Debt

629,162

629,389

Common Stockholder’s Equity:

Common Stock

10,866

10,866

Capital Surplus, Paid In

390,895

390,743

Retained Earnings

150,117

181,014

Accumulated Other Comprehensive Loss

(3,430
)
(3,517
)
Common Stockholder’s Equity

548,448

579,106

Total Capitalization

1,177,610

1,208,495

Total Liabilities and Capitalization

$
1,783,535

$
1,792,820

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

~~Table of Contents~~

~~WESTERN MASSACHUSETTS ELECTRIC COMPANY~~

~~CONDENSED STATEMENTS OF INCOME~~

~~(Unaudited)~~

For the Three Months Ended March 31,

(Thousands of Dollars)

2014

2013

Operating Revenues

$
137,409

$
124,953

Operating Expenses:

Purchased Power and Transmission

49,431

40,044

Operations and Maintenance

22,579

20,928

Depreciation

10,321

8,970

Amortization of Regulatory Assets, Net

399

129

Amortization of Rate Reduction Bonds

—

4,689

Energy Efficiency Programs

11,865

8,315

Taxes Other Than Income Taxes

8,082

6,288

Total Operating Expenses

102,677

89,363

Operating Income

34,732

35,590

Interest Expense:

Interest on Long-Term Debt

6,062

6,082

Other Interest

(416
)
211

Interest Expense

5,646

6,293

Other Income, Net

574

1,004

Income Before Income Tax Expense

29,660

30,301

Income Tax Expense

11,558

11,698

Net Income

$
18,102

$
18,603

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

~~CONDENSED STATEMENTS OF COMPREHENSIVE INCOME~~

~~(Unaudited)~~

Net Income

$
18,102

$
18,603

Other Comprehensive Income, Net of Tax:

Qualified Cash Flow Hedging Instruments

85

85

Changes in Unrealized Gains/(Losses) on Other Securities

2

(2
)
Other Comprehensive Income, Net of Tax

87

83

Comprehensive Income

$
18,189

$
18,686

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

~~Table of Contents~~

~~WESTERN MASSACHUSETTS ELECTRIC COMPANY~~

~~CONDENSED STATEMENTS OF CASH FLOWS~~

~~(Unaudited)~~

For the Three Months Ended March 31,

(Thousands of Dollars)

2014

2013

Operating Activities:

Net Income

$
18,102

$
18,603

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

Depreciation

10,321

8,970

Deferred Income Taxes

14,688

16,828

Regulatory Over/(Under) Recoveries, Net

5,780

(2,357
)
Amortization of Regulatory Assets, Net

399

129

Amortization of Rate Reduction Bonds

—

4,689

Other

(1,351
)
(1,299
)
Changes in Current Assets and Liabilities:

Receivables and Unbilled Revenues, Net

34,905

(4,907
)
Taxes Receivable/Accrued, Net

(17,126
)
21,600

Accounts Payable

(10,516
)
17,667

Other Current Assets and Liabilities, Net

(8,869
)
(8,931
)
Net Cash Flows Provided by Operating Activities

46,333

70,992

Investing Activities:

Investments in Property, Plant and Equipment

(30,347
)
(66,340
)
Proceeds from Sales of Marketable Securities

34,656

21,035

Purchases of Marketable Securities

(34,804
)
(21,191
)
Other Investing Activities

—

500

Net Cash Flows Used in Investing Activities

(30,495
)
(65,996
)

Financing Activities:

Cash Dividends on Common Stock

(49,000
)
(10,000
)
Increase in Notes Payable to NU Parent

37,400

11,500

Retirement of Rate Reduction Bonds

—

(4,716
)
Other Financing Activities

(11
)
(13
)
Net Cash Flows Used in Financing Activities

(11,611
)
(3,229
)
Net Increase in Cash

4,227

1,767

Cash - Beginning of Period

—

1

Cash - End of Period

$
4,227

$
1,768

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

~~Table of Contents~~

~~NORTHEAST UTILITIES AND SUBSIDIARIES~~

~~THE CONNECTICUT LIGHT AND POWER COMPANY~~

~~NSTAR ELECTRIC COMPANY AND SUBSIDIARY~~

~~PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY~~

~~WESTERN MASSACHUSETTS ELECTRIC COMPANY~~

COMBINED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

NUEversource Energy is a public utility holding company primarily engaged through its wholly owned regulated utility subsidiaries in the energy delivery business. ~~NU’s~~Eversource Energy's wholly owned regulated utility subsidiaries consist of CL&P, NSTAR Electric, PSNH, WMECO, Yankee Gas and NSTAR Gas. NUEversource provides energy delivery service to approximately 3.6 million electric and natural gas customers through these six regulated utilities in Connecticut, Massachusetts and New Hampshire.

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

The unaudited condensed consolidated financial statements of ~~NU,~~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 ~~NU,~~Eversource, NSTAR Electric and PSNH and the unaudited condensed financial statements of CL&P and WMECO are herein collectively referred to as the ~~“financial~~"financial statements.”"

The combined notes to the financial statements have been prepared pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. The accompanying financial statements should be read in conjunction with the entirety of this combined Quarterly Report on Form 10-Q and the ~~2013~~2014 combined Annual Report on Form 10-K of ~~NU,~~Eversource, CL&P, NSTAR Electric, PSNH and WMECO, which was filed with the SEC. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The financial statements contain, in the opinion of management, all adjustments (including normal, recurring adjustments) necessary to present fairly ~~NU’s,~~Eversource's, CL~~&P’s,~~&P's, NSTAR ~~Electric’s, PSNH’s~~Electric's, PSNH's and ~~WMECO’s~~WMECO's financial position as of March 31, ~~2014~~2015 and December 31, ~~2013,~~2014, and the results of operations, comprehensive income and cash flows for the three months ended March 31, ~~2014~~2015 and ~~2013.~~2014. The results of operations, comprehensive income and cash flows for the three months ended March 31, ~~2014~~2015 and ~~2013~~2014 are not necessarily indicative of the results expected for a full year. The demand for electricity and natural gas is affected by weather conditions, economic conditions, and consumer conservation (including company-sponsored energy efficiency programs). Electric energy sales and revenues are typically higher in the winter and summer months than in the spring and fall months. Natural gas sales and revenues are typically higher in the winter months than during other periods of the year.

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

Eversource's utility subsidiaries' distribution (including generation) and ~~WMECO, the investments in CYAPC~~transmission businesses and ~~YAEC continue to be accounted for under the equity method.~~

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

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

~~Table of Contents~~B.

B.~~Recently Adopted~~ Accounting Standards

~~On January 1,~~Accounting Standards Issued but not Yet Adopted: In May 2014, ~~as required, NU prospectively adopted~~ the Financial Accounting Standards ~~Board’s~~Board (FASB) ~~final Accounting Standards Updates (ASU) that~~issued ASU 2014-09,Revenue from Contracts with Customers, effective January 1, 2017, which amends existing revenue recognition guidance and is required ~~presentation~~to be applied retrospectively (either to each reporting period presented or cumulatively at the date of ~~certain unrecognized tax benefits as reductions~~initial application). In April 2015, the FASB decided to ~~deferred tax assets. Implementation~~propose a one-year deferral of ~~this guidance had an immaterial~~the effective date of the ASU. Management is reviewing the requirements of the ASU. The ASU is not expected to have a material impact on the ~~balance sheets and no impact on the results~~financial statements of ~~operations or cash flows of NU,~~Eversource, CL&P, NSTAR Electric, PSNH and WMECO.

Provision for Uncollectible Accounts

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

The PURA allows CL&P and Yankee Gas to accelerate the recovery of accounts receivable balances attributable to qualified customers under financial or medical duress (uncollectible hardship accounts receivable) outstanding for greater than 90 days. The DPU allows WMECO to also

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

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


						Total Provision for Uncollectible Accounts				Uncollectible Hardship
(Millions of Dollars)	As of March 31, 2014		As of December 31, 2013		(Millions of Dollars)	As of March 31, 2015		As of December 31, 2014		As of March 31, 2015		As of December 31, 2014
NU	$	180.0	$	171.3
ES					ES	$	187.4	$	175.3	$	92.3	$	91.5
CL&P	83.4		82.0		CL&P		86.6		84.3		74.5		74.0
NSTAR Electric	43.1		41.7		NSTAR Electric		43.8		40.7		-		-
PSNH	7.8		7.4		PSNH		8.1		7.7		-		-
WMECO	10.6		10.0		WMECO		10.7		9.9		6.5		6.2

Fair Value Measurements

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

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

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

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

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

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

Other Income, Net

Items included within Other Income, Net on the statements of income primarily consist of investment income/(loss), interest income, AFUDC related to equity funds, and equity in earnings. Investment income/(loss) primarily relates to debt and equity securities held in trust. For further information, see Note 5, ~~“Marketable~~"Marketable Securities,”" to the financial statements. For CL&P, NSTAR Electric, PSNH and WMECO, equity in earnings relate to investments in CYAPC, YAEC and MYAPC as well as NSTAR Electric’s investment in two regional transmission companies, which are all accounted for on the equity method. On an NU consolidated basis, equity in earnings relate to the investment in MYAPC and NU’s investment in two regional transmission companies.

~~Table of Contents~~F.

F.Other Taxes

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


	For the Three Months Ended				For the Three Months Ended
(Millions of Dollars)	March 31, 2014		March 31, 2013		March 31, 2015		March 31, 2014
NU	$	44.4	$	38.4
ES					$	41.9	$	44.4
CL&P	35.6		32.0			33.0		35.6

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


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

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

G.~~Supplemental Cash Flow Information~~

~~Non-cash investing activities include plant additions included in Accounts Payable as follows:~~17

(Millions of Dollars)

As of March 31, 2014

As of March 31, 2013

NU

$
108.5

$
98.7

CL&P

36.2

28.2

NSTAR Electric

28.0

30.7

PSNH

14.4

12.9

WMECO

14.4

15.8

Severance Benefits

InFor the ~~first quarter of~~three months ended March 31, 2015 and 2014, NUEversource recorded severance benefit ~~expenses~~expense of $0.4 million and $4.3 million, ~~associated~~respectively, in connection with ongoing post-merger integration and, in 2014, the partial outsourcing of information technology ~~functions and ongoing post-merger integration.~~functions. As of March 31, ~~2014~~2015 and December 31, ~~2013,~~2014, the severance accrual totaled ~~$17.7~~$9 million and ~~$14.7~~$10.4 million, respectively, and was included in Other Current Liabilities on the balance sheets.

I.~~Restricted Cash~~2.

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

2.REGULATORY ACCOUNTING

~~The rates charged to the customers of NU’s~~Eversource's Regulated companies are ~~designed~~subject to ~~collect each company’s costs to provide service, including a return~~rate-regulation that is based on ~~investment. Therefore,~~cost recovery and meets the ~~accounting policies of the Regulated companies follow the~~criteria for application of accounting guidance for entities with rate-regulated operations and reflect the effects of the rate-making process. The rates charged to the customers of Eversource's Regulated companies are designed to collect each company's costs to provide service, including a return on investment.

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

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


	As of March 31, 2014		As of December 31, 2013		As of March 31, 2015		As of December 31, 2014
(Millions of Dollars)	NU		NU		ES		ES
Benefit Costs	$	1,205.4	$	1,240.2	$	1,976.6	$	2,016.0
Derivative Liabilities	564.9		638.0			410.2		425.5
Income Taxes, Net	629.2		626.2			632.1		635.3
Storm Restoration Costs	580.9		589.6			504.8		502.8
Goodwill	520.8		525.9
Goodwill-related						500.2		505.4
Regulatory Tracker Mechanisms	347.4		323.4			434.5		350.5
Buy Out Agreements for Power Contracts	63.4		70.2
Contractual Obligations - Yankee Companies						119.0		123.8
Other Regulatory Assets	147.6		281.0			151.4		167.3
Total Regulatory Assets	4,059.6		4,294.5			4,728.8		4,726.6
Less: Current Portion	573.0		535.8			747.3		672.5
Total Long-Term Regulatory Assets	$	3,486.6	$	3,758.7	$	3,981.5	$	4,054.1


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

~~Table of Contents~~

As of March 31, 2014

As of December 31, 2013

NSTAR

NSTAR

(Millions of Dollars)

CL&P

Electric

PSNH

WMECO

CL&P

Electric

PSNH

WMECO

Benefit Costs

$
287.1

$
321.3

$
96.7

$
55.1

$
297.7

$
496.7

$
100.6

$
57.3

Derivative Liabilities

557.0

7.9

—

—

630.4

7.7

—

—

Income Taxes, Net

419.7

82.5

39.4

43.5

415.5

84.0

40.3

43.7

Storm Restoration Costs

395.3

109.2

40.3

36.1

397.8

109.3

43.7

38.8

Goodwill

—

447.1

—

—

—

451.5

—

—

Regulatory Tracker Mechanisms

33.3

182.7

75.2

31.6

8.0

169.5

83.3

32.6

Buy Out Agreements for Power Contracts

—

58.3

5.1

—

—

64.7

5.5

—

Other Regulatory Assets

64.1

55.5

37.8

15.5

64.6

55.9

38.1

16.7

Total Regulatory Assets

1,756.5

1,264.5

294.5

181.8

1,814.0

1,439.3

311.5

189.1

Less: Current Portion

175.9

222.6

83.8

49.6

150.9

204.1

92.2

43.0

Total Long-Term Regulatory Assets

$
1,580.6

$
1,041.9

$
210.7

$
132.2

$
1,663.1

$
1,235.2

$
219.3

$
146.1

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

~~Storm Restoration Costs:~~ From 2011 to 2013, CL&P, NSTAR Electric, PSNH and WMECO experienced several significant storm events. As a result of these storm events, each company suffered extensive damage to its distribution and transmission systems resulting in customer outages. Each company incurred significant costs to repair damage and restore customer service. The storm restoration cost regulatory asset balance at CL&P, NSTAR Electric, PSNH and WMECO reflects incremental costs incurred for major storm events. Management believes the storm restoration costs were prudent and meet the criteria for specific cost recovery in Connecticut, Massachusetts and New Hampshire and that recovery from customers is probable through the applicable regulatory recovery process.

On March 12, 2014, the PURA issued a final decision on CL&P’s request to recover storm restoration costs associated with five major storms, which occurred in 2011 and 2012. The PURA approved recovery of $365 million of deferred storm restoration costs and ordered CL&P to capitalize approximately $18 million of the deferred storm restoration costs as utility plant, which will be recovered through depreciation expense in future rate proceedings. CL&P will recover the $365 million with carrying charges in its distribution rates over a six-year period beginning December 1, 2014. The remaining costs were either disallowed or we believe will be recovered from other sources. These costs did not have a material impact on CL&P’s financial position, results of operations or cash flows.

Regulatory Costs in Other Long-Term Assets: The Regulated companies had ~~$71.7~~$49.3 million ($~~12.4~~1.6 million for CL&P, ~~$33.7~~$18.3 million for NSTAR Electric, $0.4 million for PSNH and ~~$10.2~~$11.8 million for WMECO) and ~~$65.1~~$60.5 million ($~~7.3~~1.3 million for CL&P, ~~$33.4~~$33.2 million for NSTAR Electric, $0.9 million for PSNH, and ~~$10.1~~$11 million for WMECO) of additional regulatory costs as of March 31, ~~2014~~2015 and December 31, ~~2013,~~2014, respectively, that were included in Other Long-Term Assets on the balance sheets. These amounts represent incurred costs for which recovery has not yet been specifically approved by the applicable regulatory agency. However, based on regulatory policies or past precedent on similar costs, management believes it is probable that these costs will ultimately be approved and recovered from customers in rates. The NSTAR Electric balance as of March 31, 2015 and December 31, 2014 primarily related to costs deferred in connection with the basic service bad debt adder. See Note 8E, "Commitments and Contingencies – Basic Service Bad Debt Adder," for further information.

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


	As of March 31, 2014		As of December 31, 2013		As of March 31, 2015		As of December 31, 2014
(Millions of Dollars)	NU		NU		ES		ES
Cost of Removal	$	437.3	$	435.1	$	452.8	$	439.9
Regulatory Tracker Mechanisms	203.6		151.2			183.3		192.3
AFUDC - Transmission	67.8		68.1			67.1		67.1
Contractual Obligations - Yankee Companies	93.3		—
Other Regulatory Liabilities	53.3		52.9			22.9		50.8
Total Regulatory Liabilities	855.3		707.3			726.1		750.1
Less: Current Portion	263.8		204.3			201.2		235.0
Total Long-Term Regulatory Liabilities	$	591.5	$	503.0	$	524.9	$	515.1

As of March 31, 2014

As of December 31, 2013

NSTAR

NSTAR

(Millions of Dollars)

CL&P

Electric

PSNH

WMECO

CL&P

Electric

PSNH

WMECO

Cost of Removal

$
27.5

$
252.5

$
49.7

$
—

$
29.1

$
250.0

$
49.7

$
—

Regulatory Tracker Mechanisms

105.6

43.8

27.5

22.4

95.6

21.9

21.6

21.1

AFUDC - Transmission

54.5

4.0

—

9.3

54.7

4.1

—

9.3

Other Regulatory Liabilities

9.8

30.4

1.9

0.5

8.4

31.1

1.0

3.4

Total Regulatory Liabilities

197.4

330.7

79.1

32.2

187.8

307.1

72.3

33.8

Less: Current Portion

107.3

73.6

27.3

21.8

94.0

54.0

20.6

19.9

Total Long-Term Regulatory Liabilities

$
90.1

$
257.1

$
51.8

$
10.4

$
93.8

$
253.1

$
51.7

$
13.9


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

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

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

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

~~Table of Contents~~3.

3.PROPERTY, PLANT AND EQUIPMENT AND ACCUMULATED DEPRECIATION

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


	As of March 31, 2014			As of December 31, 2013				As of March 31, 2015		As of December 31, 2014
(Millions of Dollars)	NU			NU			(Millions of Dollars)	ES		ES
Distribution - Electric	$	12,039.7		$	11,950.2		Distribution - Electric	$	12,539.3	$	12,495.2
Distribution - Natural Gas	2,447.9			2,425.9			Distribution - Natural Gas		2,584.8		2,595.4
Transmission	6,423.5			6,412.5			Transmission		6,959.4		6,930.7
Generation	1,154.7			1,152.3			Generation		1,172.2		1,170.9
Electric and Natural Gas Utility	22,065.8			21,940.9			Electric and Natural Gas Utility		23,255.7		23,192.2
Other (1)	510.2			508.7			Other⁽¹⁾		547.9		551.3
Property, Plant and Equipment, Gross	22,576.0			22,449.6			Property, Plant and Equipment, Gross		23,803.6		23,743.5
Less: Accumulated Depreciation Electric and Natural Gas Utility	(5,491.7		)	(5,387.0		)
Other	(204.7		)	(196.2		)
Less: Accumulated Depreciation							Less: Accumulated Depreciation
							Electric and Natural Gas Utility		(5,842.6)		(5,777.8)
							Other		(232.3)		(231.8)
Total Accumulated Depreciation	(5,696.4		)	(5,583.2		)	Total Accumulated Depreciation		(6,074.9)		(6,009.6)
Property, Plant and Equipment, Net	16,879.6			16,866.4			Property, Plant and Equipment, Net		17,728.7		17,733.9
Construction Work in Progress	833.4			709.8			Construction Work in Progress		1,082.0		913.1
Total Property, Plant and Equipment, Net	$	17,713.0		$	17,576.2		Total Property, Plant and Equipment, Net	$	18,810.7	$	18,647.0

⁽¹⁾

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


	As of March 31, 2014												As of December 31, 2013												As of March 31, 2015								As of December 31, 2014
				NSTAR												NSTAR											NSTAR								NSTAR
(Millions of Dollars)	CL&P			Electric			PSNH			WMECO			CL&P			Electric			PSNH			WMECO			CL&P		Electric		PSNH		WMECO		CL&P		Electric		PSNH		WMECO
Distribution	$	4,979.8		$	4,717.6		$	1,620.3		$	762.0		$	4,930.7		$	4,694.7		$	1,608.2		$	756.6		$	5,180.0	$	4,907.8	$	1,704.1	$	787.4	$	5,158.8	$	4,895.5	$	1,696.7	$	784.2
Transmission	3,074.8			1,769.0			701.7			831.7			3,071.9			1,772.3			695.7			826.4				3,274.7		1,950.6		794.6		891.9		3,274.0		1,928.5		789.7		891.0
Generation	—			—			1,133.6			21.1			—			—			1,131.2			21.1				-		-		1,137.8		34.4		-		-		1,136.5		34.4
Property, Plant and Equipment, Gross	8,054.6			6,486.6			3,455.6			1,614.8			8,002.6			6,467.0			3,435.1			1,604.1				8,454.7		6,858.4		3,636.5		1,713.7		8,432.8		6,824.0		3,622.9		1,709.6
Less: Accumulated Depreciation	(1,838.5		)	(1,664.6		)	(1,040.6		)	(278.4		)	(1,804.1		)	(1,631.3		)	(1,021.8		)	(271.5		)		(1,950.7)		(1,783.6)		(1,105.7)		(303.3)		(1,928.0)		(1,761.4)		(1,090.0)		(297.4)
Property, Plant and Equipment, Net	6,216.1			4,822.0			2,415.0			1,336.4			6,198.5			4,835.7			2,413.3			1,332.6				6,504.0		5,074.8		2,530.8		1,410.4		6,504.8		5,062.6		2,532.9		1,412.2
Construction Work in Progress	290.1			247.2			71.4			62.4			252.8			208.2			54.3			48.5				370.9		289.5		135.5		73.5		304.9		272.8		102.9		49.1
Total Property, Plant and Equipment, Net	$	6,506.2		$	5,069.2		$	2,486.4		$	1,398.8		$	6,451.3		$	5,043.9		$	2,467.6		$	1,381.1		$	6,874.9	$	5,364.3	$	2,666.3	$	1,483.9	$	6,809.7	$	5,335.4	$	2,635.8	$	1,461.3

As ~~discussed~~of March 31, 2015, PSNH had $1.1 billion in ~~Note 2, “Regulatory Accounting,” during~~gross generation assets and Accumulated Depreciation of $497.1 million. These generation assets are the ~~first quarter of 2014, as a result~~subject of a ~~regulatory proceeding, CL&P reclassified approximately $18 million from Regulatory Assets~~divestiture agreement in principle in a settlement Term Sheet entered into on March 11, 2015 between PSNH and key New Hampshire officials (Term Sheet) whereby, among other resolutions, PSNH has agreed to ~~Property, Plant~~sell these assets. Upon completion of the sale, all remaining stranded costs will be recovered via bonds that will be secured by a non-bypassable charge to PSNH's customers. Consummation of the Term Sheet provisions is conditioned upon the enactment of New Hampshire legislation, completion of a final Settlement Agreement reflecting the provisions of the Term Sheet (Settlement Agreement), and ~~Equipment, Net.~~NHPUC approval of the Settlement Agreement. See Note 8F, “Commitments and Contingencies – PSNH Generation Restructuring,” for further information.

DERIVATIVE INSTRUMENTS

The Regulated companies purchase and procure energy and energy-related products, ~~for their customers,~~ which are subject to price ~~volatility.~~volatility, for their customers. The costs associated with supplying energy to customers are recoverable through customer rates. The Regulated companies manage the risks associated with the price volatility of energy and energy-related products through the use of derivative and nonderivative contracts.

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

Derivative contracts that are not designated as normal are recorded at fair value as current or long-term Derivative Assets or Derivative Liabilities on the balance sheets. For the Regulated companies, regulatory assets or regulatory liabilities are recorded to offset the fair values of derivatives, as ~~costs~~contract settlement amounts are recovered from, or refunded to, customers in their respective energy supply rates. ~~For NU’s unregulated wholesale marketing contracts that expired on December 31, 2013, changes in fair values of derivatives were included in Net Income.~~

~~Table of Contents~~

The gross fair values of derivative assets and liabilities with the same counterparty are offset and reported as net Derivative Assets or Derivative Liabilities, with current and long-term portions, on the balance sheets. ~~Cash collateral posted or collected under master netting agreements is recorded as an offset to the derivative asset or liability.~~ The following ~~tables present~~table presents the gross fair values of contracts categorized by risk type and the net amount recorded as current or long-term derivative asset or liability:

As of March 31, 2014

Commodity Supply and

Net Amount Recorded as

(Millions of Dollars)

Price Risk Management

Netting (1)

Derivative Asset/(Liability)

Current Derivative Assets:

Level 2:

NU (1)

$
1.2

$
(0.1
)
$
1.1

Level 3:

NU (1)

17.8

(9.7
)
8.1

CL&P (1)

17.0

(9.7
)
7.3

NSTAR Electric

0.8

—

0.8

Long-Term Derivative Assets:

Level 3:

NU, CL&P (1)

$
98.8

$
(31.7
)
$
67.1

Current Derivative Liabilities:

Level 3:

NU

$
(93.3
)
$
—

$
(93.3
)
CL&P

(92.0
)
—

(92.0
)
NSTAR Electric

(1.3
)
—

(1.3
)

Long-Term Derivative Liabilities:

Level 2:

NU

$
(0.2
)
$
—

$
(0.2
)
Level 3:

NU

(546.2
)
—

(546.2
)
CL&P

(539.4
)
—

(539.4
)
NSTAR Electric

(6.8
)
—

(6.8
)


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

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

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

Long-Term Derivative Liabilities:
Level 2:
	ES	$	(0.2)	$	-	$	(0.2)	$	(0.3)	$	-	$	(0.3)
Level 3:
	ES		(396.4)		-		(396.4)		(409.3)		-		(409.3)
	CL&P		(395.0)		-		(395.0)		(406.2)		-		(406.2)
	NSTAR Electric		(1.4)		-		(1.4)		(3.1)		-		(3.1)

As of December 31, 2013

Commodity Supply and

Net Amount Recorded as

(Millions of Dollars)

Price Risk Management

Netting (1)

Derivative Asset/(Liability)

Current Derivative Assets:

Level 2:

NU (1)

$
1.9

$
(0.3
)
$
1.6

Level 3:

NU (1)

18.4

(9.8
)
8.6

CL&P (1)

17.1

(9.8
)
7.3

NSTAR Electric

1.2

—

1.2

Long-Term Derivative Assets:

Level 2:

NU

$
0.2

$
—

$
0.2

Level 3:

NU (1)

116.2

(42.2
)
74.0

CL&P (1)

113.6

(42.2
)
71.4

Current Derivative Liabilities:

Level 3:

NU

$
(93.7
)
$
—

$
(93.7
)
CL&P

(92.2
)
—

(92.2
)
NSTAR Electric

(1.5
)
—

(1.5
)

Long-Term Derivative Liabilities:

Level 3:

NU

$
(624.1
)
$
—

$
(624.1
)
CL&P

(617.1
)
—

(617.1
)
NSTAR Electric

(7.0
)
—

(7.0
)

⁽¹⁾

~~(1)~~Amounts represent derivative assets and liabilities that NUEversource elected to record net on the balance sheets. These amounts are subject to master netting agreements or similar agreements for which the right of offset exists.

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

~~Table of Contents~~

~~Derivatives Not Designated as Hedges~~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. ~~These contracts and similar UI contracts have an expected capacity of 787 MW.~~ CL&P has a sharing agreement with UI, with 80 percent of each contract allocated to CL&P and 20 percent allocated to UI. The combined capacity of these contracts is 787 MW. The capacity contracts extend through 2026 and obligate both CL&P and UI to make or receive payments on a monthly basis to or from the generation facilities based on the difference between a set capacity price and the ~~forward~~ capacity market price received in the ISO-NE capacity markets. In addition, CL&P has a contract to purchase 0.1 million MWh of energy per year through 2020.

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

As of March 31, ~~2014~~2015 and December 31, ~~2013, NU~~2014, Eversource had NYMEX ~~future~~financial contracts for natural gas futures in order to reduce variability associated with the purchase price of approximately ~~7.4~~5.3 million and ~~9.1~~8.8 million MMBtu of natural gas, respectively.

~~The following table presents~~For the three months ended March 31, 2015 and 2014, there were losses of $16.6 million and gains of $54.1 million, respectively, recorded as regulatory assets and liabilities, which reflect the current change in fair value ~~primarily recovered through rates from customers,~~ associated with ~~NU’s~~Eversource's derivative ~~contracts not designated as hedges:~~contracts.

Amounts Recognized on Derivatives

Location of Amounts

For the Three Months Ended March 31,

Recognized on Derivatives

2014

2013

(Millions of Dollars)

NU

Balance Sheets:

Regulatory Assets and Liabilities

$
54.1

$
28.0

Statements of Income:

Purchased Power, Fuel and Transmission

—

0.3

Credit Risk

Certain of ~~NU’s~~Eversource's derivative contracts contain credit risk contingent ~~features.~~provisions. These ~~features~~provisions require NUEversource to maintain investment grade credit ratings from the major rating agencies and to post collateral for contracts in a net liability position over specified credit limits. As of March 31, ~~2014 and December 31, 2013, there were no~~2015, Eversource had approximately $3 million of derivative contracts in a net liability position that were subject to credit risk contingent ~~features.~~provisions and would have been required to post additional collateral of approximately $3 million if ES parent's unsecured debt credit ratings had been downgraded to below investment grade. As of December 31, 2014, Eversource had approximately $10 million of derivative contracts in a net liability position that were subject to credit risk contingent provisions and would have been required to post additional collateral of approximately $10 million if ES parent's unsecured debt credit ratings had been downgraded to below investment grade.

~~Valuation~~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 ~~the mid-point of the bid-ask spread.~~NYMEX natural gas prices. Valuations of these contracts also incorporate discount rates using the yield curve approach.

The fair value of derivative contracts classified as Level 3 utilizes significant unobservable inputs. The fair value is modeled using income techniques, such as discounted cash flow valuations adjusted for assumptions relating to exit price. Significant observable inputs for valuations of these contracts include energy and energy-related product prices in future years for which quoted prices in an active market exist. Fair value measurements categorized in Level 3 of the fair value hierarchy are prepared by individuals with expertise in valuation techniques, pricing of energy and energy-related products, and accounting requirements. The future power and capacity prices for periods that are not quoted in an active market or established at auction are based on available market data and are escalated based on estimates of inflation to address the full time period 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~~counterparty's credit rating for assets and the ~~Company’s~~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 ~~NU’s,~~Eversource's, including CL~~&P’s~~&P's and NSTAR ~~Electric’s,~~Electric's, Level 3 derivative contracts and the range of the significant unobservable inputs utilized in the valuations over the duration of the contracts:

	~~As of March 31, 2014~~		~~As of December 31, 2013~~
	~~Range~~	~~Period Covered~~	~~Range~~	~~Period Covered~~
~~Energy Prices:~~
NU	~~$ 57 - 60 per MWh~~	~~2018 - 2020~~	~~$ 49 - 77 per MWh~~	~~2018 - 2029~~
~~CL&P~~	~~$ 57 - 60 per MWh~~	~~2018 - 2020~~	~~$ 56 - 58 per MWh~~	~~2018 - 2029~~

~~Capacity Prices:~~
NU	~~$ 1.70 - 10.42 per kW-Month~~	~~2016 - 2026~~	~~$ 5.07 - 11.82 per kW-Month~~	~~2017 - 2029~~
~~CL&P~~	~~$ 5.23 - 10.42 per kW-Month~~	~~2018 - 2026~~	~~$ 5.07 - 10.42 per kW-Month~~	~~2017 - 2026~~
~~NSTAR Electric~~	~~$ 1.70 - 7.38 per kW-Month~~	~~2016 - 2019~~	~~$ 5.07 - 7.38 per kW-Month~~	~~2017 - 2019~~

~~Forward Reserve:~~
~~NU, CL&P~~	~~$ 3.30 - 3.30 per kW-Month~~	~~2014 - 2024~~	~~$ 3.30 - 3.30 per kW-Month~~	~~2014 - 2024~~

~~REC Prices:~~
NU	~~$ 38 - 70 per REC~~	~~2014 - 2018~~	~~$ 36 - 87 per REC~~	~~2014 - 2029~~
~~NSTAR Electric~~	~~$ 38 - 70 per REC~~	~~2014 - 2018~~	~~$ 36 - 70 per REC~~	~~2014 - 2018~~


	As of March 31, 2015							As of December 31, 2014
		Range					Period Covered		Range					Period Covered
Energy Prices:
ES, CL&P	$	48			per MWh		2020	$	52			per MWh		2020

Capacity Prices:
ES	$	8.80	-	12.98		per kW-Month	2016 – 2026	$	5.30	-	12.98		per kW-Month	2016 - 2026
CL&P	$	11.13	-	12.98		per kW-Month	2019 – 2026	$	11.08	-	12.98		per kW-Month	2018 - 2026
NSTAR Electric	$	8.80	-	11.13		per kW-Month	2016 – 2019	$	5.30	-	11.10		per kW-Month	2016 - 2019

Forward Reserve:
ES, CL&P	$	5.80	-	9.50		per kW-Month	2015 – 2024	$	5.80	-	9.50		per kW-Month	2015 - 2024

REC Prices:
ES, NSTAR Electric	$	45	-	50	per REC		2015 – 2018	$	38	-	56	per REC		2015 - 2018

~~Table of Contents~~

Exit price premiums of 97 percent through 2624 percent are also applied on these contracts and reflect the most recent market activity available for similar type contracts.

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

Valuations using significant unobservable inputs: The following ~~tables present~~table presents changes ~~for the three months ended March 31, 2014 and 2013~~ in the Level 3 category of derivative assets and derivative liabilities measured at fair value on a recurring basis. The derivative assets and liabilities are presented on a net basis.


								For the Three Months Ended March 31,
	For the Three Months Ended March 31,							2015						2014
	2014			2013								NSTAR						NSTAR
(Millions of Dollars)	NU			NU			(Millions of Dollars)	ES		CL&P		Electric		ES		CL&P		Electric
Derivatives, Net:							Derivatives, Net:
Fair Value as of Beginning of Period	$	(635.2	)	$	(878.6	)	Fair Value as of Beginning of Period	$	(415.4)	$	(410.9)	$	(4.5)	$	(635.2)	$	(630.6)	$	(7.3)
Net Realized/Unrealized Gains Included in:
Net Income (1)	—			5.7
Regulatory Assets and Liabilities	49.2			26.2
Net Realized/Unrealized Gains/(Losses) Included in Regulatory Assets and Liabilities							Net Realized/Unrealized Gains/(Losses) Included in Regulatory Assets and Liabilities		(12.1)		(12.1)		-		49.2		52.0		(0.1)
Settlements	21.7			13.6			Settlements		20.7		19.7		1.0		21.7		21.6		0.1
Fair Value as of End of Period	$	(564.3	)	$	(833.1	)	Fair Value as of End of Period	$	(406.8)	$	(403.3)	$	(3.5)	$	(564.3)	$	(557.0)	$	(7.3)

For the Three Months Ended

March 31, 2014

March 31, 2013

(Millions of Dollars)

CL&P

NSTAR Electric

CL&P

NSTAR Electric

Derivatives, Net:

Fair Value as of Beginning of Period

$
(630.6
)
$
(7.3
)
$
(866.2
)
$
(14.9
)
Net Realized/Unrealized Gains/(Losses) Included in Regulatory Assets and Liabilities

52.0

(0.1
)
24.3

0.7

Settlements

21.6

0.1

22.3

0.6

Fair Value as of End of Period

$
(557.0
)
$
(7.3
)
$
(819.6
)
$
(13.6
)

~~(1)~~The Net Income impact for the three months ended March 31, 2013 related to the unregulated wholesale marketing sales contract that was offset by the gains/(losses) on the unregulated sourcing contracts classified as Level 2 in the fair value hierarchy, resulting in a total net gain of $0.3 million as of March 31, 2013.

5.MARKETABLE SECURITIES

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

~~In accordance with applicable accounting guidance, the~~The Company elected to record mutual funds ~~designated as available-for-sale~~ at fair value and certain other equity investments as trading securities, with the changes in fair values recorded in Other Income, Net on the statements of income. As of March 31, 2015 and December 31, 2014, the mutual funds and equity investments were classified as Level 1 in the fair value hierarchy and totaled ~~$57.4~~$86.7 million and ~~$24~~$85.1 million, respectively. ~~As of December 31, 2013, the mutual funds were classified as Level 1, and totaled $57.2 million. Net gains on the mutual funds were $0.2 million and $4.2 million for~~For the three months ended March 31, ~~2014~~2015 and ~~2013, respectively, and~~2014, net gains on ~~the equity investments~~these securities of $1.6 million and $0.7 million, respectively, were ~~$0.5 million for the three months ended March 31, 2014. Dividend income is~~ recorded in Other Income, Net on the statements of income. Dividend income is recorded in Other Income, Net when dividends are declared. All other marketable securities are accounted for as available-for-sale.

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

As of March 31, 2014

Pre-Tax

Pre-Tax

Amortized

Unrealized

Unrealized

(Millions of Dollars)

Cost

Gains(1)

Losses(1)

Fair Value

NU

Debt Securities (2)

$
300.6

$
4.8

$
(0.7
)
$
304.7

Equity Securities (2)

163.3

65.6

—

228.9

WMECO

Debt Securities

58.0

—

(0.1
)
57.9


		As of March 31, 2015								As of December 31, 2014
				Pre-Tax		Pre-Tax						Pre-Tax		Pre-Tax
		Amortized		Unrealized		Unrealized				Amortized		Unrealized		Unrealized
(Millions of Dollars)		Cost		Gains		Losses		Fair Value		Cost		Gains		Losses		Fair Value
ES
	Debt Securities⁽¹⁾	$	318.2	$	8.2	$	(0.1)	$	326.3	$	313.0	$	7.5	$	(0.3)	$	320.2
	Equity Securities⁽¹⁾		159.5		77.0		-		236.5		160.6		73.3		-		233.9
WMECO
	Debt Securities⁽²⁾		58.2		-		-		58.2		58.2		-		(0.1)		58.1

~~Table of Contents~~⁽¹⁾

As of December 31, 2013

Pre-Tax

Pre-Tax

Amortized

Unrealized

Unrealized

(Millions of Dollars)

Cost

Gains(1)

Losses(1)

Fair Value

NU

Debt Securities (2)

$
299.2

$
2.5

$
(2.1
)
$
299.6

Equity Securities (2)

163.6

60.5

—

224.1

WMECO

Debt Securities

57.9

—

—

57.9

~~(1)Unrealized gains and losses on debt securities held by WMECO are recorded in Other Long-Term Assets on the balance sheets.~~

~~(2)NU’s~~Eversource's amounts include ~~CYAPC’s~~CYAPC's and ~~YAEC’s~~YAEC's marketable securities held in nuclear decommissioning trusts of ~~$435.9~~$458.3 million and ~~$424~~$450.8 million as of March 31, ~~2014~~2015 and December 31, ~~2013,~~2014, respectively, ~~the majority of~~ which are legally restricted and can only be used for the costs of decommissioning of the nuclear power plants owned by these companies. Unrealized gains and losses for the nuclear decommissioning trusts are recorded in Marketable Securities with the corresponding offset into Other Long-Term Liabilities on the balance sheets, with no impact on the statements of income. All of the equity securities accounted for as available-for-sale securities are held in ~~these~~the CYAPC and YAEC trusts.

⁽²⁾

Unrealized gains and losses on debt securities held by WMECO are recorded in Marketable Securities with the corresponding offset to Other Long-Term Assets on the balance sheets.

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

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

Contractual Maturities: As of March 31, ~~2014,~~2015, the contractual maturities of available-for-sale debt securities ~~are~~were as follows:


	NU				WMECO					ES				WMECO
	Amortized				Amortized					Amortized				Amortized
(Millions of Dollars)	Cost		Fair Value		Cost		Fair Value		(Millions of Dollars)	Cost		Fair Value		Cost		Fair Value
Less than one year (1)	$	54.5	$	54.4	$	19.2	$	19.2	Less than one year⁽¹⁾	$	59.9	$	59.9	$	33.2	$	33.2
One to five years	73.3		73.9		33.2		33.2		One to five years		83.3		83.8		21.3		21.3
Six to ten years	68.1		69.4		1.6		1.6		Six to ten years		61.6		63.5		0.6		0.6
Greater than ten years	104.7		107.0		4.0		3.9		Greater than ten years		113.4		119.1		3.1		3.1
Total Debt Securities	$	300.6	$	304.7	$	58.0	$	57.9	Total Debt Securities	$	318.2	$	326.3	$	58.2	$	58.2

⁽¹⁾

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

Fair Value Measurements: The following table presents the marketable securities recorded at fair value on a recurring basis by the level in which they are classified within the fair value hierarchy:

NU

WMECO

As of

As of

(Millions of Dollars)

March 31, 2014

December 31, 2013

March 31, 2014

December 31, 2013

Level 1:

Mutual Funds and Equities

$
310.3

$
281.3

$
—

$
—

Money Market Funds

22.5

32.9

4.3

10.9

Total Level 1

$
332.8

$
314.2

$
4.3

$
10.9

Level 2:

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

$
56.7

$
61.4

$
—

$
6.8

Corporate Debt Securities

56.3

53.6

14.1

15.1

Asset-Backed Debt Securities

35.3

30.4

14.0

9.0

Municipal Bonds

109.6

105.5

12.3

11.2

Other Fixed Income Securities

24.3

15.8

13.2

4.9

Total Level 2

$
282.2

$
266.7

$
53.6

$
47.0

Total Marketable Securities

$
615.0

$
580.9

$
57.9

$
57.9


		ES				WMECO
(Millions of Dollars)		As of March 31, 2015		As of December 31, 2014		As of March 31, 2015		As of December 31, 2014
Level 1:
	Mutual Funds and Equities	$	323.2	$	319.0	$	-	$	-
	Money Market Funds		32.9		24.9		10.5		4.3
Total Level 1		$	356.1	$	343.9	$	10.5	$	4.3
Level 2:
	U.S. Government Issued Debt Securities (Agency and Treasury)	$	46.0	$	51.3	$	-	$	-
	Corporate Debt Securities		157.3		49.1		14.4		14.7
	Asset-Backed Debt Securities		36.5		54.1		12.1		14.5
	Municipal Bonds		31.9		116.3		12.9		13.0
	Other Fixed Income Securities		21.7		24.5		8.3		11.6
Total Level 2		$	293.4	$	295.3	$	47.7	$	53.8
Total Marketable Securities		$	649.5	$	639.2	$	58.2	$	58.1

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

~~Table of Contents~~6.

6.SHORT-TERM AND LONG-TERM DEBT

Credit Agreements and Commercial Paper Programs: NU ES parent, CL&P, PSNH, WMECO, NSTAR Gas and Yankee Gas are parties to a five-year $1.45 billion revolving credit facility ~~due to expire on~~that expires September 6, ~~2018.~~2019. The revolving credit facility is ~~to be~~ used primarily to backstop ~~the~~ES parent's $1.45 billion commercial paper ~~program at NU.~~program. The commercial paper program allows NUES parent to issue commercial paper as a form of short-term debt. As of March 31, ~~2014~~2015 and December 31, ~~2013, NU~~2014, ES parent had ~~approximately $818.5~~$788 million and ~~$1.01~~approximately $1.1 billion, respectively, in short-term borrowings outstanding under the NUES parent commercial paper program, leaving ~~$631.5~~$662 million and ~~$435.5~~$348.9 million of available borrowing capacity as of March 31, ~~2014~~2015 and December 31, ~~2013,~~2014, respectively. The weighted-average interest rate on these borrowings as of March 31, ~~2014~~2015 and December 31, ~~2013~~2014 was ~~0.23~~0.53 percent and ~~0.24~~0.43 percent, respectively, which is generally based on ~~money market rates.~~A2/P2 rated commercial paper. As of March 31, 2015, there were intercompany loans from ES parent of $190.1 million to CL&P, $82 million to PSNH and $70.5 million to WMECO. As of December 31, 2014, there were intercompany loans from NUES parent of ~~$351.6~~$133.4 million to CL&P, ~~$39.9~~$90.5 million to PSNH and ~~$37.4~~$21.4 million to WMECO. ~~As of December 31, 2013, there were intercompany loans from NU of $287.3 million to CL&P and $86.5 million to PSNH.~~

NSTAR Electric has a five-year $450 million revolving credit facility ~~due to expire on~~that expires September 6, ~~2018.~~2019. This facility serves to backstop NSTAR ~~Electric’s~~Electric's existing $450 million commercial paper program. As of March 31, 2015 and December 31, 2014, NSTAR Electric had ~~no borrowings outstanding under its commercial paper program. As of December 31, 2013, NSTAR Electric had $103.5~~$215.5 million and $302 million, respectively, in short-term borrowings outstanding under its commercial paper program, leaving ~~$346.5~~$234.5 million and $148 million of available borrowing ~~capacity.~~capacity as of March 31, 2015 and December 31, 2014, respectively. The weighted-average interest rate on these borrowings as of March 31, 2015 and December 31, ~~2013~~2014 was ~~0.13~~0.35 percent and 0.27 percent, respectively, which is generally based on ~~money market rates.~~A2/P1 rated commercial paper.

~~Amounts~~Except as described below, amounts outstanding under the commercial paper programs are ~~generally~~ included in Notes Payable for NUEversource and NSTAR Electric and classified in current liabilities on the balance sheets as all borrowings are outstanding for no more than 364 days at one time. Intercompany loans from NUES parent to CL&P, PSNH and WMECO are included in Notes Payable to NUES Parent and classified in current liabilities on the balance sheets. ~~See the~~ ~~Long-Term Debt~~ ~~portion of this Note for further information on the~~Intercompany loans from ES parent to CL&P, ~~$250 million bond issuance~~PSNH and ~~the Yankee Gas $100 million bond issuance and their impacts on the NU~~WMECO are eliminated in consolidation in Eversource's balance ~~sheet as of March 31, 2014 and December 31, 2013, respectively.~~sheets.

Long-Term Debt: On January ~~2, 2014, Yankee Gas~~15, 2015, ES parent issued ~~$100~~$150 million of ~~4.82~~1.60 percent Series ~~L First Mortgage Bonds,~~G Senior Notes, due to mature in ~~2044. The proceeds, net of issuance costs, were used to repay the $75 million 4.80 percent Series G First Mortgage Bonds that matured on January 1, 2014~~2018 and ~~to pay $25 million in short-term borrowings. In accordance with applicable accounting guidance, these amounts were classified as Long-Term Debt on NU’s balance sheet as of December 31, 2013.~~

~~On March 7, 2014, NSTAR Electric issued~~ $300 million of ~~4.40~~3.15 percent ~~debentures,~~Series H Senior Notes, due to mature in ~~2044. The proceeds, net of issuance costs, were used to repay the $300 million of 4.875 percent debentures that matured on April 15, 2014.~~

~~On April 24, 2014, CL&P issued $250 million of 4.30 percent 2014 Series A First Mortgage Bonds, due to mature in April 2044.~~2025. The proceeds, net of issuance costs, were used to repay short-term ~~borrowings. In accordance with applicable accounting guidance, Notes Payable of $247.4 million were~~borrowings outstanding under the ES parent commercial paper program. As the debt issuances refinanced short-term debt, the short-term debt was classified as Long-Term Debt ~~on NU’s balance sheet~~ as of ~~March~~December 31, 2014.

On April 1, 2015, CL&P repaid at maturity the $100 million 5.00 percent 2005 Series A First and Refunding Mortgage Bonds using short-term borrowings. On April 1, 2015, CL&P also redeemed the $62 million 1996A Series 1.55 percent PCRBs that were subject to mandatory tender, using short term borrowings.

~~Working Capital:~~ Long-Term Debt Issuance Authorization~~Each of NU, CL&P,~~: On April 3, 2015, the DPU authorized NSTAR ~~Electric, PSNH and WMECO use its available capital resources~~Gas to fund its respective construction expenditures, meet debt requirements, pay operating costs, including storm-related costs, pay dividends and fund other corporate obligations, such as pension contributions. The current growthissue up to $100 million in NU’s transmission construction expenditures utilizes a significant amount of cash for projects that have a long-term return on investment and recovery period. In addition, NU’s Regulated companies recover their electric and natural gas distribution construction expenditures as the related project costs are depreciated over the life of the assets. This impacts the timing of the revenue stream designed to fully recover the total investment plus a return on the equity portion of the cost and related financing costs. These factors have resulted in current liabilities exceeding current assets by approximately $424 million, $355 million and $177 million at NU, CL&P and NSTAR Electric, respectively, as of March 31, 2014.

~~As of March 31, 2014, $501.7 million of NU’s obligations classified as current liabilities relates to~~ long-term debt ~~that will be paid in~~for the next 12 months, consisting of $150 million for CL&P, $301.7 million for NSTAR Electric and $50 million for PSNH. In addition, $28.8 million relates to the amortization of the purchase accounting fair value adjustment that will be amortized in the next twelve months. NU, with its strong credit ratings, has several options available in the financial markets to repay or refinance these maturities with the issuance of new long-term debt. NU, CL&P, NSTAR Electric, PSNH and WMECO will reduce their short-term borrowings with cash received from operating cash flows or with the issuance of new long-term debt, determined considering capital requirements and maintenance of NU’s credit rating and profile. Management expects the future operating cash flows of NU, CL&P, NSTAR Electric, PSNH and WMECO, along with the access to financial markets, will be sufficient to meet any future operating requirements and capital investment forecasted opportunities.period through December 31, 2015.

~~Table of Contents~~

PENSION BENEFITS AND POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

As of December 31, 2014, Eversource Service sponsored two defined benefit retirement plans that covered eligible employees, including employees of CL&P, NSTAR Electric, PSNH and WMECO. Effective January 1, 2015, the two pension plans were merged into one plan, sponsored by Eversource Service. As of December 31, 2014, Eversource Service also sponsored defined benefit postretirement plans that provide certain retiree benefits, primarily medical, dental and life insurance, to retiring employees that meet certain age and service eligibility requirements, including employees of CL&P, NSTAR Electric, PSNH and WMECO. Effective January 1, 2015, the postretirement plans were merged into one plan, sponsored by Eversource Service.

The components of net periodic benefit expense for the Pension, SERP and PBOP Plans are ~~detailed~~shown below. The net periodic benefit expense and the intercompany allocations less the capitalized portion of pension, SERP and PBOP amounts is included in Operations and Maintenance on the statements of income. Capitalized pension and PBOP amounts relate to employees working on capital projects and are included in Property, Plant and Equipment, Net. Intercompany allocations are not included in the CL&P, NSTAR Electric, PSNH and WMECO net periodic benefit expense amounts.

Pension and SERP

For the Three Months Ended

March 31, 2014

March 31, 2013

(Millions of Dollars)

NU

NU

Service Cost

$
22.3

$
26.6

Interest Cost

56.6

51.4

Expected Return on Plan Assets

(77.7
)
(70.3
)
Actuarial Loss

33.0

52.9

Prior Service Cost

1.1

1.1

Total Net Periodic Benefit Expense

$
35.3

$
61.7

Capitalized Pension Expense

$
9.7

$
16.7

PBOP

For the Three Months Ended

March 31, 2014

March 31, 2013

(Millions of Dollars)

NU

NU

Service Cost

$
3.0

$
4.8

Interest Cost

12.6

12.8

Expected Return on Plan Assets

(15.7
)
(13.8
)
Actuarial Loss

3.0

8.2

Prior Service Credit

(0.6
)
(0.6
)
Total Net Periodic Benefit Expense

$
2.3

$
11.4

Capitalized PBOP Expense

$
0.4

$
3.5

Pension and SERP

For the Three Months Ended March 31, 2014

For the Three Months Ended March 31, 2013

NSTAR

NSTAR

(Millions of Dollars)

CL&P

Electric

PSNH

WMECO

CL&P

Electric(1)

PSNH

WMECO

Service Cost

$
5.2

$
4.6

$
2.8

$
1.0

$
6.1

$
9.3

$
3.3

$
1.2

Interest Cost

13.3

10.2

6.5

2.7

12.1

14.2

6.0

2.5

Expected Return on Plan Assets

(19.4
)
(15.8
)
(10.2
)
(4.6
)
(18.5
)
(22.0
)
(7.7
)
(4.3
)
Actuarial Loss

9.1

5.8

3.3

1.9

14.1

14.5

5.5

3.0

Prior Service Cost

0.5

—

0.2

0.1

0.5

—

0.1

0.1

Total Net Periodic Benefit Expense

$
8.7

$
4.8

$
2.6

$
1.1

$
14.3

$
16.0

$
7.2

$
2.5

Intercompany Allocations

$
6.8

$
2.4

$
1.9

$
1.3

$
10.7

$
(2.0
)
$
2.6

$
1.8

Capitalized Pension Expense

$
4.9

$
1.9

$
0.9

$
0.8

$
7.0

$
5.3

$
2.2

$
1.3

PBOP

For the Three Months Ended March 31, 2014

For the Three Months Ended March 31, 2013

(Millions of Dollars)

CL&P

NSTAR
Electric

PSNH

WMECO

CL&P

PSNH

WMECO

Service Cost

$
0.6

$
0.7

$
0.4

$
0.1

$
0.9

$
0.6

$
0.2

Interest Cost

2.1

4.9

1.1

0.5

2.0

1.0

0.4

Expected Return on Plan Assets

(2.7
)
(6.4
)
(1.4
)
(0.6
)
(2.5
)
(1.3
)
(0.6
)
Actuarial Loss/(Gain)

1.1

(0.1
)
0.5

0.1

1.7

0.9

0.3

Prior Service Credit

—

(0.5
)
—

—

—

—

—

Total Net Periodic Benefit Expense/(Income)

$
1.1

$
(1.4
)
$
0.6

$
0.1

$
2.1

$
1.2

$
0.3

Intercompany Allocations

$
1.1

$
0.1

$
0.3

$
0.2

$
1.6

$
0.4

$
0.3

Capitalized PBOP Expense/(Income)

$
0.5

$
(0.5
)
$
0.2

$
0.1

$
1.2

$
0.3

$
0.2

~~(1)NSTAR Electric’s pension amounts for the three months ended March 31, 2013 do not include SERP expense.~~
~~For the three months ended March 31, 2013, the net periodic PBOP expense allocated to NSTAR Electric was $4.3 million.~~
As of December 31, 2013, the funded status of the NSTAR Pension Plan was recorded on NSTAR Electric’s balance sheet while the total SERP obligation and PBOP Plan funded status were recorded on NSTAR Electric & Gas’ balance sheet. As of December 31, 2013, all NSTAR employees were employed by NSTAR Electric & Gas. On January 1, 2014, NSTAR Electric & Gas was merged into NUSCO and, concurrently, all employees were transferred to the company they predominately provide services for: NUSCO, NSTAR Electric or NSTAR Gas. As a result of the employee transfers, the pension and PBOP assets and liabilities were attributed by participant and transferred to the respective company’s balance sheets.
~~As of March 31, 2014, the liabilities associated with the~~ Pension, SERP and PBOP ~~plans~~expense reflected in the statements of cash flows for CL&P, NSTAR Electric, ~~were $74.8 million for~~PSNH and WMECO does not include the ~~Pension Plan, $3.5 million for~~intercompany allocations and the ~~SERP Plans ($0.4 million of which is included in other current liabilities) and $73 million for the PBOP~~corresponding capitalized portion, as these amounts are cash settled on a short-term basis.

Pension and SERP

For the Three Months Ended

March 31, 2015

March 31, 2014
(Millions of Dollars)
ES⁽¹⁾

ES
Service Cost
$
23.2

$
22.3
Interest Cost

56.6

56.6
Expected Return on Plan Assets

(84.3)

(77.7)
Actuarial Loss

38.9

33.0
Prior Service Cost

0.9

1.1
Total Net Periodic Benefit Expense
$
35.3

$
35.3
Capitalized Pension Expense
$
9.6

$
9.7

PBOP

For the Three Months Ended

March 31, 2015

March 31, 2014
(Millions of Dollars)
ES⁽¹⁾

ES
Service Cost
$
4.2

$
3.0
Interest Cost

11.9

12.6
Expected Return on Plan Assets

(16.8)

(15.7)
Actuarial Loss

1.8

3.0
Prior Service Credit

(0.1)

(0.6)
Total Net Periodic Benefit Expense
$
1.0

$
2.3
Capitalized PBOP Expense
$
0.2

$
0.4

Pension and SERP

For the Three Months Ended March 31, 2015

For the Three Months Ended March 31, 2014

NSTAR

NSTAR

(Millions of Dollars)
CL&P

Electric

PSNH⁽¹⁾
WMECO

CL&P

Electric

PSNH

WMECO
Service Cost
$
6.0

$
3.8

$
2.9

$
1.1

$
5.2

$
4.6

$
2.8

$
1.0
Interest Cost

12.7

10.2

5.9

2.5

13.3

10.2

6.5

2.7
Expected Return on Plan Assets

(19.7)

(17.6)

(10.0)

(4.7)

(19.4)

(15.8)

(10.2)

(4.6)
Actuarial Loss

8.2

9.6

3.0

1.6

9.1

5.8

3.3

1.9
Prior Service Cost

0.4

-

0.1

0.1

0.5

-

0.2

0.1
Total Net Periodic Benefit Expense
$
7.6

$
6.0

$
1.9

$
0.6

$
8.7

$
4.8

$
2.6

$
1.1
Intercompany Allocations
$
6.4

$
3.6

$
1.7

$
1.2

$
6.8

$
2.4

$
1.9

$
1.3
Capitalized Pension Expense
$
4.3

$
2.8

$
0.8

$
0.5

$
4.9

$
1.9

$
0.9

$
0.8

PBOP

For the Three Months Ended March 31, 2015

For the Three Months Ended March 31, 2014

NSTAR

NSTAR

(Millions of Dollars)
CL&P

Electric

PSNH⁽¹⁾
WMECO

CL&P

Electric

PSNH

WMECO
Service Cost
$
0.6

$
1.3

$
0.4

$
0.1

$
0.6

$
0.7

$
0.4

$
0.1
Interest Cost

1.8

4.8

1.0

0.4

2.1

4.9

1.1

0.5
Expected Return on Plan Assets

(2.8)

(6.8)

(1.5)

(0.6)

(2.7)

(6.4)

(1.4)

(0.6)
Actuarial Loss/(Gain)

0.2

0.8

0.1

-

1.1

(0.1)

0.5

0.1
Prior Service Credit

-

(0.1)

-

-

-

(0.5)

-

-
Total Net Periodic Benefit
  Expense/(Income)
$
(0.2)

$
-

$
-

$
(0.1)

$
1.1

$
(1.4)

$
0.6

$
0.1
Intercompany Allocations
$
0.5

$
0.3

$
0.1

$
0.1

$
1.1

$
0.1

$
0.3

$
0.2
Capitalized PBOP Expense/(Income)
$
-

$
0.1

$
-

$
-

$
0.5

$
(0.5)

$
0.2

$
0.1

⁽¹⁾
Amounts exclude approximately $1 million that represented deferred regulatory assets.

31

~~Table of Contents~~
24
Plan. As of December 31, 2013, the liability associated with the NSTAR Pension Plan for NSTAR Electric was $118 million. This change had no impact on the income statement or net assets of NSTAR Electric.
8.
8.COMMITMENTS AND CONTINGENCIES

A.
Environmental Matters
General: ~~NU,~~ Eversource, CL&P, NSTAR Electric, PSNH and WMECO are subject to environmental laws and regulations intended to mitigate or remove the effect of past operations and improve or maintain the quality of the environment. These laws and regulations require the removal or the remedy of the effect on the environment of the disposal or release of certain specified hazardous substances at current and former operating sites. ~~NU,~~Eversource, CL&P, NSTAR Electric, PSNH and WMECO have an active environmental auditing and training program and believe that they are substantially in compliance with all enacted laws and regulations.

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

As of March 31, 2014

As of December 31, 2013

Reserve

Reserve

As of March 31, 2015

As of December 31, 2014

Number of Sites

(in millions)

Number of Sites

(in millions)

Reserve

Reserve
NU

66

$
35.4

68

$
35.4

Number of Sites

(in millions)

Number of Sites

(in millions)
ES

65

$
43.6

65

$
43.3
CL&P

18

3.4

18

3.4

16

5.0

16

3.8
NSTAR Electric

12

1.2

12

1.2

14

1.7

13

1.1
PSNH

13

5.4

15

5.4

12

3.4

13

5.2
WMECO

5

0.4

5

0.4

4

0.6

4

0.5

Included in the NUEversource number of sites and reserve amounts above are former MGP sites that were operated several decades ago and manufactured gas from coal and other processes, which resulted in certain by-products remaining in the environment that may pose a potential risk to human health and the environment. The reserve balance related to these former MGP sites was ~~$30.9~~$35.4 million and ~~$31.4~~$38.8 million as of March 31, ~~2014~~2015 and December 31, ~~2013,~~2014, respectively, and relates primarily to the natural gas business segment.

B.~~Contractual Obligations — Yankee Companies~~
~~Spent Nuclear Fuel Litigation - DOE Phase II Damages~~ - On November 15, 2013, the Court of Federal Claims issued an award to CYAPC for $126.3 million, YAEC for $73.3 million and MYAPC for $35.8 million for lawsuits against the DOE seeking recovery of actual damages incurred in the years following 2001 and 2002 (DOE Phase II Damages). On January 14, 2014, the Yankee Companies received a letter from the U.S. Department of Justice stating that the DOE will not appeal the court’s final judgment.
On March 28, 2014, CYAPC, YAEC and MYAPC received payment of $90 million, $73.3 million and $35.8 million, respectively, of the DOE Phase II Damages proceeds. On April 28, 2014, the Yankee Companies made the required informational filing with FERC in accordance with the process and methodology outlined in the 2013 FERC order. It is anticipated that the Yankee Companies will receive FERC approval and return the DOE Phase II Damages proceeds to the member companies, including CL&P, NSTAR Electric, PSNH, and WMECO, for the benefit of their respective customers, effective June 1, 2014.
As of March 31, 2014, the CYAPC and YAEC proceeds received have been reflected as restricted cash in Other Long-Term Assets and the refund obligation to the member companies was reflected as Regulatory Liabilities on the NU consolidated balance sheet.
~~DOE Phase III Damages -~~ On August 15, 2013, the Yankee Companies each filed subsequent lawsuits against the DOE seeking recovery of actual damages incurred in the years 2009 through 2012. Responsive pleading from the U.S. Department of Justice was filed on November 18, 2013, and discovery has begun.
C.Guarantees and Indemnifications
NUES parent provides credit assurances on behalf of its subsidiaries, including CL&P, NSTAR Electric, PSNH and WMECO, in the form of guarantees in the normal course of business.

NU provided guarantees and various indemnifications on behalf of external parties as a result of the sales of former subsidiaries of NU Enterprises and the termination of an unregulated business, with maximum exposures either not specified or not material.
NUES parent also issued a guaranty under which, beginning at the time the Northern Pass Transmission line goes into commercial operation, NUES parent will guarantee the financial obligations of NPT under the TSA in an amount not to exceed $25 million. ~~NU’s~~ES parent's obligations under the guaranty expire upon the full, final and indefeasible payment of the guaranteed obligations.

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

Management does not anticipate a material impact to Net Income as a result of these various guarantees and indemnifications.
32

~~Table of Contents~~
The following table summarizes ~~NU’s~~ES parent's guarantees of its subsidiaries, including CL&P, NSTAR Electric, PSNH and WMECO, as of March 31, ~~2014:~~2015:

Maximum Exposure

Subsidiary

Description

(in millions)

Expiration Dates

Various

Surety Bonds

$
66.7

2014 - 2016 (1)

Various

New England Hydro Companies’ Long-Term Debt

$
3.0

Unspecified

NUSCO and RRR

Lease Payments for Vehicles and Real Estate

$
16.8

2019 and 2024

Maximum Exposure
Company
Description
(in millions)
Expiration Dates
Various
Surety Bonds⁽¹⁾
$
54.6
2015 - 2016
Eversource Service and Rocky River Realty Company
Lease Payments for Vehicles and Real Estate
$
13.8
2019 and 2024

⁽¹⁾
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 NUES parent to post collateral in the event that the unsecured debt credit ratings of NUEversource are downgraded.

D.C.
FERC ~~Base~~ ROE ~~Complaint~~Complaints
~~On September 30,~~Beginning in 2011, ~~several~~three separate complaints were filed at FERC by combinations of New England state attorneys general, state regulatory commissions, consumer advocates, consumer groups, municipal parties and other parties (the "Complainants"). In the first complaint, filed ~~a joint complaint with~~in 2011, the ~~FERC under Sections 206 and 306 of the Federal Power Act alleging~~Complainants alleged that the NETOs' base ROE ~~used in calculating formula rates for transmission service under the ISO-NE Open Access Transmission Tariff by NETOs, including CL&P, NSTAR Electric, PSNH and WMECO, is~~of 11.14 percent that was utilized since 2006 was unjust and ~~unreasonable. The complainants~~unreasonable, asserted that the ~~current 11.14 percent~~ rate ~~which became effective in 2006, is~~was excessive due to changes in the capital markets, and ~~are seeking~~sought an order to reduce the rate, which would be effective October 1, 2011. In response, the NETOs filed testimony and analysis based on standard FERC methodology and precedent demonstrating that the base ROE of 11.14 percent remained just and reasonable. The FERC set the case for trial before a FERC ALJ after settlement negotiations were unsuccessful in August 2012.
Hearings before the FERC ALJ were held in May 2013, followed by the filing of briefs by the complainants, the Massachusetts municipal electric utilities (late interveners to the case), the FERC trial staff and the NETOs. The NETOs recommended that the current base ROE of 11.14 percent should remain in effect for the refund period (October 1, 2011 through December 31, 2012) and the prospective period (beginning when FERC issues its final decision). The complainants, the Massachusetts municipal electric utilities, and the FERC trial staff each recommended a base ROE of 9 percent or below.
~~On August 6, 2013, the FERC ALJ issued an initial decision, finding that the base ROE in effect~~it prospectively from October 2011 through December 2012 was not reasonable under the standard application of FERC methodology, but leaving policy considerations and additional adjustments to the FERC. Using the established FERC methodology, the FERC ALJ determined that separate base ROEs should be set for the refund period and the prospective period. The FERC ALJ found those base ROEs to be 10.6 percent and 9.7 percent, respectively. The FERC may adjust the prospective period base ROE in its final decision to reflect movement in 10-year Treasury bond rates from the date that the case was filed (April 2013) to the date of the final ~~decision. The parties~~FERC order and for the 15-month period beginning October 1, 2011 to December 31, 2012 (the "first complaint refund period"). In the second and third complaints, filed ~~briefs on this decision with~~in 2012 and 2014, the Complainants challenged the NETOs' base ROE and sought refunds for the 15-month periods beginning December 27, 2012 and July 31, 2014.

In 2014, the FERC determined that the base ROE should be set at 10.57 percent for the first complaint refund period and that a ~~decision~~utility's total or maximum ROE should not exceed the top of the new zone of reasonableness, which was set at 11.74 percent. The FERC ordered the NETOs to provide refunds to customers for the first complaint refund period and set the new base ROE of 10.57 percent prospectively from October 16, 2014. The NETOs and the Complainants sought rehearing from FERC. In late 2014, the NETOs made a compliance filing, which was challenged by the Complainants, and the Company began refunding amounts from the first complaint period.

On March 3, 2015, FERC ~~is expected~~issued an order denying all issues raised on rehearing by the NETOs and Complainants in ~~2014. Though NU cannot predict~~ the ~~ultimate outcome~~first base ROE complaint. The FERC order upheld the base ROE of ~~this proceeding, in 2013 the Company recorded a series of reserves at its electric subsidiaries to recognize the potential financial impact from the FERC ALJ’s initial decision~~10.57 percent for the first complaint refund ~~period. The aggregate after-tax~~period and prospectively from October 16, 2014, and upheld that the utility's total ROE (the base ROEplus anyincentive adders) for the transmission assets to which the adder applies is capped at the top of the zone of reasonableness, which is currently set at 11.74 percent. As a result ofclarifying information related to how the ROE cap is applied, which is

25

contained in the order, Eversource adjusted its reservein the first quarter of 2015 and recognized a pre-tax charge to earnings ~~totaled $14.3~~(excluding interest) of $20 million, ~~at NU,~~of which ~~represents reserves of $7.7~~$12.5 million was recorded at CL&P, ~~$3.4~~$2.4 million at NSTAR Electric, ~~$1.4~~$1 million at PSNH, and ~~$1.8~~$4.1 million at WMECO.   The pre-tax charge was recorded as a regulatory liability and as a reduction of Operating Revenues.

D.
2014 Comprehensive Settlement Agreement
On ~~December 27, 2012, several additional parties~~March 2, 2015, the DPU approved the comprehensive settlement agreement between NSTAR Electric, NSTAR Gas and the Massachusetts Attorney General (the "Settlement") as filed ~~a separate complaint concerning the NETOs’ base ROE~~ with the ~~FERC. This complaint seeks to reduce~~DPU on December 31, 2014. The Settlement resolved the NETOs’ base ROE effective January 1, 2013, effectively extending the refund period for an additional 15 months, and to consolidate this complaint with the joint complaint filed on September 30, 2011. The NETOs have asked the FERC to reject this complaint. The FERC has not yet acted on this complaint, and management is unable to predict the ultimate outcome or estimate the impacts of this complaint on the financial position, results of operations or cash flows.
~~Management expects the CL&P,~~outstanding NSTAR Electric ~~PSNH,~~CPSL program filings for 2006 through 2011, the NSTAR Electric and ~~WMECO aggregate shareholder equity invested~~NSTAR Gas PAM and energy efficiency-related customer billing adjustments reported in ~~their transmission facilities will be approximately $2.4 billion at~~2012, and the ~~end~~recovery of ~~2014.~~LBR related to NSTAR Electric's energy efficiency programs for 2008 through 2011 (11 dockets in total). As a result, ~~each 10 basis point change~~NSTAR Electric and NSTAR Gas will refund $42.5 million and $2.2 million, respectively, to customers. The refund was recorded as a regulatory liability as of March 31, 2015 and NSTAR Electric recognized a $21.7 million pre-tax benefit in the ~~prospective period authorized base ROE would change annual consolidated earnings by an approximate $2.4 million.~~first quarter of 2015.

E.~~CPSL~~
Since 2006, NSTAR Electric has been recovering incremental costs related to the DPU-approved Safety and Reliability Programs. From 2006 through 2011, cumulative costs associated with the CPSL program resulted in an incremental revenue requirement to customers of approximately $83 million. These amounts included incremental operations and maintenance costs and the related revenue requirement for specific capital investments relative to the CPSL programs.
On May 28, 2010, the DPU issued an order on NSTAR Electric’s 2006 CPSL cost recovery filing (the May 2010 Order). In October 2010, NSTAR Electric filed a reconciliation of the cumulative CPSL program activity for the periods 2006 through 2009 with the DPU in order to determine a proposed rate adjustment. The DPU allowed the proposed rates to go into effect January 1, 2011, subject to final reconciliation of CPSL program costs through a future DPU proceeding. In February 2013, NSTAR Electric updated the October 2010 filing with final activity through 2011. NSTAR Electric recorded its 2006 through 2011 revenues under the CPSL programs based on the May 2010 Order.
NSTAR Electric cannot predict the timing of a final DPU order related to its CPSL filings for the period 2006 through 2011. While management does not believe that any subsequent DPU order would result in revenues that are materially different than the amounts
33

~~Table of Contents~~
~~already recognized, it is reasonably possible that an order could have a material impact on NSTAR Electric’s results of operations, financial position and cash flows.~~
F.Basic Service Bad Debt Adder
In accordance with a generic 2005 DPU order, electric utilities in Massachusetts recover the energy-related portion of bad debt costs in their Basic Service rates. In February 2007, NSTAR Electric filed its 2005 through 2006 Basic Service reconciliation with the DPU proposing an adjustment related to the increase of its Basic Service bad debt charge-offs. ~~The~~In June 2007, the DPU ~~issued an order approving~~approved NSTAR Electric's proposed adjustment to the ~~implementation of a revised~~ Basic Service ~~rate~~Adder but instructed NSTAR Electric to reduce distribution rates by an ~~amount~~ equal ~~to the increase in its Basic Service bad debt charge-offs.~~and offsetting amount. This adjustment to NSTAR ~~Electric’s~~Electric's distribution rates would ~~eliminate~~have eliminated the fully reconciling nature of the Basic Service bad debt adder.

In 2010, NSTAR Electric filed an appeal of the ~~DPU’s~~DPU's order with the SJC. NSTAR Electric took the position that it had fully removed the collection of energy-related bad debt costs from its base distribution rates effective January 1, 2006; therefore, no further adjustment to distribution rates was warranted. In 2012, the SJC vacated the DPU order and remanded the matter to the DPU for further review.

On January 7, 2015, the DPU issued an order concluding that NSTAR Electric had appropriately accounted for the removal of supply-related bad debt costs from base distribution rates effective January 1, 2006. The DPU ~~has not taken any action~~ordered NSTAR Electric and the Massachusetts Attorney General to collaborate on the ~~remand.~~
~~NSTAR Electric deferred approximately $34 million~~reconciliation of ~~costs associated with~~ energy-related bad debt costs through 2014. During the second quarter of 2015, NSTAR Electric expects to file with the DPU to recover from customers approximately $43 million of supply-related bad debt costs. In the first quarter of 2015, as a ~~regulatory asset through 2011 as~~result of the DPU order, NSTAR Electric ~~had concluded that it was probable that these costs would ultimately be recovered from customers. Due~~increased its regulatory assets and reduced Operations and Maintenance expense by $24.2 million, resulting in an increase in after-tax earnings of $14.5 million.

F.
PSNH Generation Restructuring
On March 11, 2015, PSNH and key New Hampshire officials entered into an agreement in principle in a settlement Term Sheet. Under the Term Sheet, PSNH has agreed to pursue the ~~delays and~~divestiture of its generation assets upon NHPUC approval of a final Settlement Agreement reflecting the ~~duration~~provisions of the ~~proceedings, NSTAR Electric concluded~~Term Sheet, and PSNH will not seek a general distribution rate increase that ~~while an ultimate outcome on~~would become effective before July 1, 2017. PSNH will contribute $5 million to create a clean energy fund, which will not be recoverable from its customers, and will record this liability and related charge upon completion of the matter in its favor remained “more likely than not,” it could no longer be deemed “probable.” As a result, NSTAR Electric recognized a reserve related to the regulatory asset in 2012. NSTAR Electric will continue to maintain the reserve until the proceeding has been concluded with the DPU.Settlement Agreement.

9.
FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value of each of the following financial instruments:

Preferred Stock and Long-Term Debt: The fair value of CL~~&P’s~~&P's and NSTAR ~~Electric’s~~Electric's preferred stock is based upon pricing models that incorporate interest rates and other market factors, valuations or trades of similar securities and cash flow projections. The fair value of ~~fixed-rate~~ long-term debt securities is based upon pricing models that incorporate quoted market prices for those issues or similar issues adjusted for market conditions, credit ratings of the respective companies and treasury benchmark yields. ~~Adjustable rate long-term debt securities are assumed to have a fair value equal to their carrying value.~~ The fair values provided in the tables below are classified as Level 2 within the fair value hierarchy. Carrying amounts and estimated fair values are as follows:

As of March 31, 2014

As of December 31, 2013

As of March, 31, 2015

As of December 31, 2014

NU

NU

ES

ES

Carrying

Fair

Carrying

Fair

Carrying

Fair

Carrying

Fair
(Millions of Dollars)

Amount

Value

Amount

Value

(Millions of Dollars)
Amount

Value

Amount

Value
Preferred Stock Not

Subject to Mandatory Redemption

$
155.6

$
152.0

$
155.6

$
152.7

Preferred Stock Not
Subject to Mandatory Redemption
Preferred Stock Not
Subject to Mandatory Redemption
$
155.6

$
155.1

$
155.6

$
153.6
Long-Term Debt

8,848.9

9,177.7

8,310.2

8,443.1

Long-Term Debt

8,847.7

9,553.1

8,851.6

9,451.2

As of March 31, 2014

As of March 31, 2015

CL&P

NSTAR Electric

PSNH

WMECO

CL&P

NSTAR Electric

PSNH

WMECO

Carrying

Fair

Carrying

Fair

Carrying

Fair

Carrying

Fair

Carrying

Fair

Carrying

Fair

Carrying

Fair

Carrying

Fair
(Millions of Dollars)

Amount

Value

Amount

Value

Amount

Value

Amount

Value

(Millions of Dollars)
Amount

Value

Amount

Value

Amount

Value

Amount

Value
Preferred Stock Not

Subject to Mandatory Redemption

$
116.2

$
110.9

$
43.0

$
41.1

$
—

$
—

$
—

$
—

Preferred Stock Not
Subject to Mandatory Redemption
Preferred Stock Not
Subject to Mandatory Redemption
$
116.2

$
113.0

$
43.0

$
42.1

$
-

$
-

$
-

$
-
Long-Term Debt

2,741.4

3,033.1

2,099.0

2,224.0

1,049.1

1,096.5

629.2

661.0

Long-Term Debt

2,842.1

3,260.4

1,797.4

2,022.1

1,076.3

1,156.4

628.2

674.4

As of December 31, 2013

CL&P

NSTAR Electric

PSNH

WMECO

Carrying

Fair

Carrying

Fair

Carrying

Fair

Carrying

Fair

(Millions of Dollars)

Amount

Value

Amount

Value

Amount

Value

Amount

Value

Preferred Stock Not

Subject to Mandatory Redemption

$
116.2

$
110.5

$
43.0

$
42.2

$
—

$
—

$
—

$
—

Long-Term Debt

2,741.2

2,952.8

1,801.1

1,888.0

1,049.0

1,073.9

629.4

640.1

26

As of December 31, 2014

CL&P

NSTAR Electric

PSNH

WMECO

Carrying

Fair

Carrying

Fair

Carrying

Fair

Carrying

Fair
(Millions of Dollars)
Amount

Value

Amount

Value

Amount

Value

Amount

Value
Preferred Stock Not
  Subject to Mandatory Redemption
$
116.2

$
112.0

$
43.0

$
41.6

$
-

$
-

$
-

$
-
Long-Term Debt

2,842.0

3,214.5

1,797.4

1,993.5

1,076.3

1,137.9

628.5

689.4

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

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

34

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

10.
ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)

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

For the Three Months Ended March 31, 2014

For the Three Months Ended March 31, 2013

Unrealized

Pension,

Unrealized

Pension,

For the Three Months Ended March 31, 2015

For the Three Months Ended March 31, 2014

Qualified

Gains/(Losses)

SERP and

Qualified

Gains/(Losses)

SERP and

Qualified

Unrealized

Qualified

Unrealized

Cash Flow

on Available-

PBOP

Cash Flow

on Available-

PBOP

Cash Flow

Gains on

Defined

Cash Flow

Gains on

Defined

Hedging

for-Sale

Benefit

Hedging

for-Sale

Benefit

Hedging

Marketable

Benefit

Hedging

Marketable

Benefit

(Millions of Dollars)

Instruments

Securities

Plans

Total

Instruments

Securities

Plans

Total

(Millions of Dollars)
Instruments

Securities

Plans

Total

Instruments

Securities

Plans

Total
AOCI as of Beginning of Period

$
(14.4
)
$
0.4

$
(32.0
)
$
(46.0
)
$
(16.4
)
$
1.3

$
(57.8
)
$
(72.9
)
Balance as of Beginning of Period
Balance as of Beginning of Period
$
(12.4)

$
0.7

$
(62.3)

$
(74.0)

$
(14.4)

$
0.4

$
(32.0)

$
(46.0)

OCI Before Reclassifications

—

0.2

—

0.2

—

(0.1
)
—

(0.1
)
OCI Before Reclassifications

-

0.1

-

0.1

-

0.2

-

0.2
Amounts Reclassified from AOCI

0.5

—

1.0

1.5

0.5

—

1.6

2.1

Amounts Reclassified from AOCI

0.5

-

1.0

1.5

0.5

-

1.0

1.5
Net OCI

0.5

0.2

1.0

1.7

0.5

(0.1
)
1.6

2.0

Net OCI

0.5

0.1

1.0

1.6

0.5

0.2

1.0

1.7
AOCI as of End of Period

$
(13.9
)
$
0.6

$
(31.0
)
$
(44.3
)
$
(15.9
)
$
1.2

$
(56.2
)
$
(70.9
)
Balance as of End of Period
Balance as of End of Period
$
(11.9)

$
0.8

$
(61.3)

$
(72.4)

$
(13.9)

$
0.6

$
(31.0)

$
(44.3)

~~NU’s~~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, PSNH and WMECO continue to amortize interest rate swaps settled in prior years from AOCI into Interest Expense over the remaining life of the associated long-term debt, which are not material to their respective financial statements. The amortization expense of actuarial gains and losses on the defined benefit plans is amortized from AOCI into Operations and Maintenance over the average future employee service period, and are reflected in amounts reclassified from AOCI. The related tax effects of the reclassification adjustments are not material to the financial statements for the three months ended March 31, 2015 and 2014.

11.
COMMON SHARES

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

For the Three Months Ended March 31,

Amounts Reclassified from AOCI

Statements of Income Line Item
Impacted

(Millions of Dollars)

2014

2013

Qualified Cash Flow Hedging Instruments

$
(0.8
)
$
(0.8
)
Interest Expense

Tax Benefit

0.3

0.3

Income Tax Expense

Qualified Cash Flow Hedging Instruments, Net of Tax

$
(0.5
)
$
(0.5
)

Pension, SERP and PBOP Benefit Plan Costs:

Amortization of Actuarial Losses

$
(1.7
)
$
(2.6
)
Operations and Maintenance (1)

Tax Benefit

0.7

1.0

Income Tax Expense

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

$
(1.0
)
$
(1.6
)

Total Amount Reclassified from AOCI, Net of Tax

$
(1.5
)
$
(2.1
)

~~(1)~~These amounts are included in the computation of net periodic Pension, SERP and PBOP costs. See Note 7, “Pension Benefits and Postretirement Benefits Other Than Pensions,” for further information.
~~11.~~~~COMMON SHARES~~
~~The following table sets forth the NU~~ES parent common shares and the shares of common stock of CL&P, NSTAR Electric, PSNH and WMECO that were authorized and issued and the respective per share par values:

Shares

Authorized as of

Shares

Per Share

March 31, 2014 and

Issued as of

Authorized as of

Par Value

December 31, 2013

March 31, 2014

December 31, 2013

Per Share

March 31, 2015 and

Issued as of
NU

$
5

380,000,000

333,316,045

333,113,492

Par Value

December 31, 2014

March 31, 2015

December 31, 2014
ES
$
5

380,000,000

333,607,844

333,359,172
CL&P

$
10

24,500,000

6,035,205

6,035,205

$
10

24,500,000

6,035,205

6,035,205
NSTAR Electric

$
1

100,000,000

100

100

$
1

100,000,000

100

100
PSNH

$
1

100,000,000

301

301

$
1

100,000,000

301

301
WMECO

$
25

1,072,471

434,653

434,653

$
25

1,072,471

434,653

434,653

As of March 31, ~~2014~~2015 and December 31, ~~2013,~~2014, there were ~~17,498,327~~16,138,845 and ~~17,796,672 NU~~16,375,835 Eversource common shares held as treasury shares, respectively. As of March 31, ~~2014~~2015 and December 31, ~~2013, NU~~2014, Eversource common shares outstanding were ~~315,817,718~~317,468,999 and ~~315,273,559,~~316,983,337, respectively.

35

~~Table of Contents~~12.
~~12.~~COMMON ~~SHAREHOLDERS’~~SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS

~~A summary~~For the three months ended March 31, 2015 and 2014, there were dividends on the preferred stock of CL&P and NSTAR Electric of $1.9 million, which were presented as Net Income Attributable to Noncontrolling Interests on the ~~changes in~~Eversource statements of income. Common ~~Shareholders’~~Shareholders' Equity was fully attributable to the parent and Noncontrolling ~~Interests~~Interest – Preferred Stock of ~~NU is as follows:~~Subsidiaries was fully attributable to the noncontrolling interest on the Eversource balance sheets.

For the Three Months Ended

March 31, 2014

March 31, 2013

Noncontrolling

Noncontrolling

Interest -

Interest -

Common

Preferred

Common

Preferred

Shareholders’

Stock of

Shareholders’

Stock of

(Millions of Dollars)

Equity

Subsidiaries

Equity

Subsidiaries

Balance as of Beginning of Period

$
9,611.5

$
155.6

$
9,237.1

$
155.6

Net Income

237.8

—

230.0

—

Dividends on Common Shares

(123.9
)
—

(116.4
)
—

Dividends on Preferred Stock

(1.9
)
(1.9
)
(1.9
)
(1.9
)
Issuance of Common Shares

5.2

—

8.4

—

Other Transactions, Net

(6.5
)
—

(14.0
)
—

Net Income Attributable to Noncontrolling Interests

—

1.9

—

1.9

Other Comprehensive Income

1.7

—

2.0

—

Balance as of End of Period

$
9,723.9

$
155.6

$
9,345.2

$
155.6

13.

27

13.
EARNINGS PER SHARE

Basic EPS is computed based upon the weighted average number of common shares outstanding during each period. Diluted EPS is computed on the basis of the weighted average number of common shares outstanding plus the potential dilutive effect of certain share-based compensation awards as if they were converted into common shares. ~~There were no antidilutive share awards outstanding for the three months ended March 31, 2014.~~ For the three months ended March 31, ~~2013,~~2015 and 2014, there were ~~6,299~~no antidilutive share awards excluded from the computation.

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

For the Three Months Ended

For the Three Months Ended
(Millions of Dollars, except share information)

March 31, 2014

March 31, 2013

(Millions of Dollars, except share information)
March 31, 2015

March 31, 2014
Net Income Attributable to Controlling Interest

$
236.0

$
228.1

Net Income Attributable to Controlling Interest
$
253.3

$
236.0

Weighted Average Common Shares Outstanding:

Weighted Average Common Shares Outstanding:

Basic

315,534,512

315,129,782

Dilutive Effect

1,357,607

872,756

Diluted

316,892,119

316,002,538

Basic

317,090,841

315,534,512

Dilutive Effect

1,400,347

1,357,607

Diluted

318,491,188

316,892,119
Basic EPS

$
0.75

$
0.72

Basic EPS
$
0.80

$
0.75
Diluted EPS

$
0.74

$
0.72

Diluted EPS
$
0.80

$
0.74

RSUs and performance shares are included in basic weighted average common shares outstanding as of the date that all necessary vesting conditions have been satisfied. The dilutive effect of unvested RSUs and performance shares is calculated using the treasury stock method. Assumed proceeds of these units under the treasury stock method consist of the remaining compensation cost to be recognized and a theoretical tax benefit. The theoretical tax benefit is calculated as the tax impact of the intrinsic value of the units (the difference between the market value of the average units outstanding for the period, using the average market price during the period, and the grant date market value).

The dilutive effect of stock options to purchase common shares is also calculated using the treasury stock method. Assumed proceeds for stock options consist of cash proceeds that would be received upon exercise, and a theoretical tax benefit. The theoretical tax benefit is calculated as the tax impact of the intrinsic value of the stock options (the difference between the market value of the average stock options outstanding for the period, using the average market price during the period, and the exercise price).

14.
SEGMENT INFORMATION

Presentation: NU Eversource is organized between the Electric Distribution, Electric Transmission and Natural Gas Distribution reportable segments and Other based on a combination of factors, including the characteristics of each ~~segments’~~segments' products and services, the sources of operating revenues and expenses and the regulatory environment in which each segment operates. These reportable segments represented substantially all of ~~NU’s~~Eversource's total consolidated revenues for the three months ended March 31, ~~2014~~2015 and ~~2013.~~2014. Revenues from the sale of electricity and natural gas primarily are derived from residential, commercial and industrial customers and are not dependent on any single customer. The Electric Distribution reportable segment includes the generation activities of PSNH and WMECO.

The remainder of ~~NU’s~~Eversource's operations is presented as Other in the tables below and primarily consists of 1) the equity in earnings of NUES parent from its subsidiaries and intercompany interest income, both of which are eliminated in consolidation, and interest expense related to the debt of NUES parent, 2) the revenues and expenses of ~~NU’s service company,~~Eversource Service, most of which are eliminated in consolidation, 3) the operations of CYAPC and YAEC, and 4) the results of other ~~non-regulated~~unregulated subsidiaries, which are not part of its core business.
36

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

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

~~NU’s~~Eversource's segment information ~~for the three months ended March 31, 2014 and 2013~~ is as follows:

For the Three Months Ended March 31, 2014

For the Three Months Ended March 31, 2015

Electric

Natural Gas

Electric

Natural Gas

(Millions of Dollars)

Distribution

Distribution

Transmission

Other

Eliminations

Total

(Millions of Dollars)
Distribution

Distribution

Transmission

Other

Eliminations

Total
Operating Revenues

$
1,585.9

$
432.8

$
252.1

$
172.2

$
(152.4
)
$
2,290.6

Operating Revenues
$
1,760.1

$
507.4

$
249.0

$
240.0

$
(243.1)

$
2,513.4
Depreciation and Amortization

(148.8
)
(17.7
)
(37.0
)
(7.0
)
1.8

(208.7
)
Depreciation and Amortization

(159.1)

(18.2)

(40.4)

(7.2)

0.5

(224.4)
Other Operating Expenses

(1,210.9
)
(321.4
)
(66.4
)
(165.4
)
149.9

(1,614.2
)
Other Operating Expenses

(1,342.8)

(388.5)

(74.1)

(229.2)

243.1

(1,791.5)
Operating Income/(Loss)

226.2

93.7

148.7

(0.2
)
(0.7
)
467.7

Operating Income
Operating Income

258.2

100.7

134.5

3.6

0.5

497.5
Interest Expense

(47.4
)
(8.5
)
(25.5
)
(9.6
)
1.0

(90.0
)
Interest Expense

(47.6)

(9.0)

(27.6)

(11.8)

1.2

(94.8)
Other Income, Net

1.4

0.1

1.5

294.8

(296.1
)
1.7

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

2.2

(0.2)

2.9

314.9

(314.1)

5.7
Net Income Attributable to Controlling Interest

$
112.2

$
52.1

$
74.9

$
291.7

$
(294.9
)
$
236.0

Net Income Attributable to Controlling Interest
$
130.6

$
55.6

$
66.6

$
312.9

$
(312.4)

$
253.3
Cash Flows Used for Investments in Plant

$
189.4

$
28.9

$
112.2

$
18.2

$
—

$
348.7

Cash Flows Used for Investments in Plant
$
172.5

$
30.0

$
150.0

$
10.1

$
-

$
362.6

For the Three Months Ended March 31, 2013

Electric

Natural Gas

(Millions of Dollars)

Distribution

Distribution

Transmission

Other

Eliminations

Total

Operating Revenues

$
1,374.2

$
361.8

$
239.5

$
217.2

$
(197.7
)
$
1,995.0

Depreciation and Amortization

(177.0
)
(17.4
)
(31.8
)
(19.0
)
1.7

(243.5
)
Other Operating Expenses

(1,004.9
)
(267.2
)
(62.2
)
(197.4
)
199.2

(1,332.5
)
Operating Income

192.3

77.2

145.5

0.8

3.2

419.0

Interest Expense

(42.1
)
(7.4
)
(21.9
)
(6.4
)
1.5

(76.3
)
Other Income, Net

4.8

0.2

2.8

321.9

(321.9
)
7.8

Net Income Attributable to Controlling Interest

$
99.5

$
43.3

$
79.9

$
322.8

$
(317.4
)
$
228.1

Cash Flows Used for Investments in Plant

$
157.8

$
31.2

$
185.4

$
14.6

$
—

$
389.0

~~The following table summarizes NU’s segmented total assets:~~

Electric

Natural Gas

(Millions of Dollars)

Distribution

Distribution

Transmission

Other

Eliminations

Total

As of March 31, 2014

$
18,882.9

$
2,846.7

$
5,165.6

$
11,913.6

$
(10,711.9
)
$
28,096.9

As of December 31, 2013

17,260.0

2,759.7

6,745.8

11,842.4

(10,812.4
)
27,795.5

28
~~15.~~~~SUBSEQUENT EVENT~~

For the Three Months Ended March 31, 2014

Electric

Natural Gas

(Millions of Dollars)
Distribution

Distribution

Transmission

Other

Eliminations

Total
Operating Revenues
$
1,585.9

$
432.8

$
252.1

$
172.2

$
(152.4)

$
2,290.6
Depreciation and Amortization

(148.8)

(17.7)

(37.0)

(7.0)

1.8

(208.7)
Other Operating Expenses

(1,210.9)

(321.4)

(66.4)

(165.4)

149.9

(1,614.2)
Operating Income/(Loss)

226.2

93.7

148.7

(0.2)

(0.7)

467.7
Interest Expense

(47.4)

(8.5)

(25.5)

(9.6)

1.0

(90.0)
Other Income, Net

1.4

0.1

1.5

294.8

(296.1)

1.7
Net Income Attributable to Controlling Interest
$
112.2

$
52.1

$
74.9

$
291.7

$
(294.9)

$
236.0
Cash Flows Used for Investments in Plant
$
189.4

$
28.9

$
112.2

$
18.2

$
-

$
348.7

The following table summarizes Eversource's segmented total assets:

Electric

Natural Gas

(Millions of Dollars)
Distribution

Distribution

Transmission

Other

Eliminations

Total
As of March 31, 2015
$
17,930.2

$
3,008.5

$
7,503.1

$
12,874.1

$
(11,364.1)

$
29,951.8
As of December 31, 2014

17,563.4

3,030.9

7,625.6

12,682.5

(11,124.4)

29,778.0

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

29
37

~~Table of Contents~~
~~NORTHEAST UTILITIES~~EVERSOURCE ENERGY AND SUBSIDIARIES

~~Management’s~~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 and the ~~2013~~2014 Annual Report on Form 10-K. References in this Form 10-Q to ~~“NU,”~~"Eversource," the ~~“Company,” “we,” “us,”~~"Company," "we," "us," and ~~“our”~~"our" refer to ~~Northeast Utilities~~Eversource and its consolidated subsidiaries. All per share amounts are reported on a diluted basis. The unaudited condensed consolidated financial statements of ~~NU,~~Eversource, NSTAR Electric and PSNH and the unaudited condensed financial statements of CL&P and WMECO are herein collectively referred to as the ~~“financial~~"financial statements.”"

Refer to the Glossary of Terms included in this combined Quarterly Report on Form 10-Q for abbreviations and acronyms used throughout this~~Management’s~~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 ~~NU.~~Eversource. The earnings and EPS of each business discussed below do not represent a direct legal interest in the assets and liabilities ~~allocated to~~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 that is calculated by dividing the Net Income Attributable to Controlling Interest of each business by the weighted average diluted NUEversource common shares outstanding for the ~~year.~~period. The discussion below also includes non-GAAP financial measures referencing our first quarter ~~2014~~2015 and ~~2013~~2014 earnings and EPS excluding certain integration costs related to ~~NU’s~~our merger with NSTAR. We use these non-GAAP financial measures to evaluate and to provide details of earnings by business and to more fully compare and explain our first quarter ~~2014~~2015 and ~~2013~~2014 results without including the impact of these ~~non-recurring~~ items. Due to the nature and significance of these items on Net Income Attributable to Controlling Interest, we believe that the non-GAAP presentation is more representative of our financial performance and provides additional and useful information to readers of this report in analyzing historical and future performance by business. These non-GAAP financial measures should not be considered as an alternative to reported Net Income Attributable to Controlling Interest or EPS determined in accordance with GAAP as an indicator of operating performance.

Reconciliations of the above non-GAAP financial measures to the most directly comparable GAAP measures of consolidated diluted EPS and Net Income Attributable to Controlling Interest are included under ~~“Financial~~"Financial Condition and Business Analysis —– Overview ~~— Consolidated”~~– Consolidated" and "Financial Condition and Business Analysis – Overview – Regulated Companies" in~~Management’s~~Management's Discussion and Analysis of Financial Condition and Results of Operations, herein.

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

·
cyber breaches, acts of war or terrorism, or grid disturbances,
·
actions or inaction of local, state and federal regulatory, public policy and taxing bodies,
·
changes in business and economic conditions, including their impact on interest rates, bad debt expense, and demand for our products and services, which could include disruptive technology related to our current or future business model,
·
fluctuations in weather patterns,
·
changes in laws, regulations or regulatory policy,
·
changes in levels or timing of capital expenditures,
·
disruptions in the capital markets or other events that make our access to necessary capital more difficult or costly,
·
developments in legal or public policy doctrines,
·
technological developments,
·
changes in accounting standards and financial reporting regulations,
·
actions of rating agencies, and
·
other presently unknown or unforeseen factors.

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

All such factors are difficult to predict, contain uncertainties that may materially affect our actual results and are beyond our control. You should not place undue reliance on the forward-looking statements, each speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time and it is not possible for us to predict all of such factors, nor can we assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. For more information, see Item 1A, Risk Factors, included in this Quarterly Report on Form 10-Q and in ~~NU’s 2013~~Eversource's 2014 combined Annual Report on Form 10-K. This Quarterly Report on Form 10-Q and ~~NU’s 2013~~Eversource's 2014 combined Annual Report on Form 10-K also
38

~~Table of Contents~~
~~describe~~ describes material contingencies and critical accounting policies in the accompanying~~Management’s~~Management's Discussion and Analysis of Financial Condition and Results of OperationsandCombined Notes to Condensed Consolidated Financial Statements (Unaudited). We encourage you to review these items.

30

Financial Condition and Business Analysis

Executive Summary

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

Results:

The earnings discussion below compares the ~~three months ended March 31, 2014~~first quarter of 2015 with the ~~same period in 2013:~~first quarter of 2014:

·
We earned $253.3 million, or $0.80 per share, compared with $236 million, or $0.74 ~~per share, compared with $228.1 million, or $0.72~~ per share. Excluding integration costs, we earned $257.3 million, or $0.81 per share, compared with $241.8 million, or $0.76 per ~~share, compared with $229.9 million, or $0.73 per~~ share. Improved earnings results were due primarily to higher retail electric and firm natural gas sales as a result of colder weather, partially offset by the absence of a favorable impact from the resolution of a state income tax audit in the first quarter of 2013.

·The resolution of the state income tax audit provided a $13.6 million, or $0.04 per share, benefit to our first quarter 2013 earnings, consisting of a $6.7 million benefit to NU parent, a $5.7 million benefit to our transmission segment, and a $1.2 million benefit to our electric distribution segment.
·Our electric distribution segment, which includes generation, earned $130.6 million, or $0.41 per share, compared with $112.2 million, or $0.35 per ~~share, compared with $99.5 million, or $0.32 per~~ share.
·Our transmission segment earned $66.6 million, or $0.21 per share, compared with $74.9 million, or $0.24 per ~~share, compared with $79.9 million, or $0.25 per~~ share. ~~The decrease was due to the absence of the $5.7 million favorable impact from the resolution described above.~~
·Our natural gas distribution segment earned $55.6 million, or $0.18 per share, compared with $52.1 million, or $0.16 per ~~share, compared with $43.3 million, or $0.14 per~~ share.

·NU
ES parent and other companies had net earnings of $0.5 million, compared with net losses of $3.2 million, or $0.01 per ~~share, compared with earnings of $5.4 million, or $0.02 per~~ share. ~~Excluding integration costs, NU parent~~The 2015 and ~~other companies earned $2.6~~2014 results reflect $4 million, or $0.01 per share, ~~compared with $7.2~~and $5.8 million, or $0.02 per ~~share.~~share, respectively, of integration costs.

Legislative, Regulatory, Policy and Other Items:

·
On January 7, 2015, the DPU issued an order concluding that NSTAR Electric had appropriately accounted for the removal of supply-related bad debt costs from base distribution rates effective January 1, 2006. The ~~decrease was due~~DPU ordered NSTAR Electric and the Massachusetts Attorney General to collaborate on the ~~absence~~reconciliation of energy-related bad debt costs through 2014. During the second quarter of 2015, NSTAR Electric expects to file with the DPU to recover from customers approximately $43 million of supply-related bad debt costs. In the first quarter of 2015, as a result of the ~~$6.7~~January 7^th DPU order, NSTAR Electric increased its regulatory assets by $24.2 million, ~~favorable impact from the resolution described above.~~resulting in an increase in after-tax earnings of $14.5 million.

~~Regulatory Items:~~·
·On March ~~12, 2014,~~2, 2015, the ~~PURA~~DPU approved a comprehensive settlement agreement between NSTAR Electric, NSTAR Gas and the Massachusetts Attorney General (the "Settlement") as filed with the DPU on December 31, 2014. The Settlement resolved the outstanding NSTAR Electric CPSL program filings, the NSTAR Electric and NSTAR Gas PAM and energy efficiency-related customer billing adjustments, and the recovery of LBR related to NSTAR Electric’s energy efficiency programs (11 dockets in total). As a result, NSTAR Electric and NSTAR Gas will refund a combined $44.7 million to customers, which was recorded as a regulatory liability as of March 31, 2015, and recognized a $13 million after-tax benefit in the first quarter of 2015.

·
On March 3, 2015, FERC issued an order denying all issues raised on rehearing by the NETOs and Complainants in the first base ROE complaint. The FERC order upheld our base ROE of 10.57 percent and upheld that the utilities total ROE is capped at the top of the zone of reasonableness, which is currently set at 11.74 percent. As a result ofclarifying information related to how the ROE cap is applied, which is contained in the order, we recognized an after-tax charge to earnings of $12.4 million.

·
On March 11, 2015, PSNH and key New Hampshire officials entered into an agreement in principle in a settlement Term Sheet (Term Sheet) designed to provide a resolution of issues pertaining to PSNH’s generation assets in pending regulatory proceedings. PSNH has agreed to pursue the divestiture of its generation assets upon NHPUC approval of a final ~~decision that approved~~Settlement Agreement reflecting the provisions of the Term Sheet (Settlement Agreement). As part of the planned Settlement Agreement, PSNH has agreed to forego recovery of ~~CL&P’s $365 million in storm restoration costs and ordered CL&P to capitalize approximately $18~~$25 million of the deferred ~~storm restoration costs as utility plant. PURA will allow recovery of the $365 million with carrying charges in CL&P’s distribution rates over a six-year period beginning December 1, 2014.~~
·~~Pursuant~~equity return related to an October 2013 request from the New Hampshire Legislative Oversight Committee on Electric Utility Restructuring, staff of the NHPUC issued a report on April 1, 2014 that included a consultant’s analysis of the fair market value of PSNH generating assets and long-term power purchase contracts. The consultant’s analysis estimated the fair market value of PSNH’s generation assets to be $225 million as of December 31, 2013, compared to their net book value of $660 million, implying potential “stranded costs” in excess of $400 million. The NHPUC staff recommended that any further actions relating to PSNH’s generating assets await a final decision in the Clean Air ~~Project prudence proceeding,~~Project. Upon completion of the divestiture process, all costs not recovered from sales proceeds (stranded costs), will be recovered via bonds that ~~existing laws regarding divestiture, energy service, and cost recovery~~will be ~~harmonized, and that ISO-NE provide input on~~secured by a non-bypassable charge to PSNH's customers. Consummation of the ~~economic and reliability consequences~~Term Sheet provisions is conditioned upon the enactment of ~~retirement~~New Hampshire legislation, completion of ~~PSNH’s fossil generating plants. In~~ the ~~event of generation asset divestiture or retirement, both present law and the PSNH Restructuring~~ Settlement Agreement, ~~approved~~and NHPUC approval of the Settlement Agreement. We expect legislation to be finalized in ~~2000 require that~~ the third quarter of 2015 and a NHPUC ~~provide stranded cost recovery~~decision to ~~PSNH.~~be issued in late 2015.

Liquidity:

·
Cash ~~and cash equivalents~~flows provided by operating activities totaled ~~$89.2~~$481.8 million asin the first quarter of ~~March 31, 2014,~~2015, compared with ~~$43.4~~$493.8 million asin the first quarter of ~~December 31, 2013, while investments~~2014. Investments in property, plant and equipment totaled $362.6 million in the first quarter of 2015, compared with $348.7 million in the first quarter of ~~2014,~~2014. Cash and cash equivalents totaled $71 million as of March 31, 2015, compared with ~~$389~~$38.7 million ~~in the first quarter~~as of ~~2013.~~December 31, 2014.

·Cash flows provided by operating activities totaled $493.8 million in the first quarter of 2014, compared with $473.1 million in the first quarter of 2013. The improved operating cash flows were due primarily to the absence of cash disbursements for major storm restoration costs and a decrease in Pension and PBOP Plan cash contributions, partially offset by an increase in income taxes paid in the first quarter of 2014, as compared to the first quarter of 2013, and the absence of costs recovered in rates related to the RRBs that were fully amortized in the first half of 2013.
39

~~Table of Contents~~
·~~In the first quarter of 2014, we~~On January 15, 2015, ES parent issued ~~$400~~$150 million of ~~new long-term debt consisting of $100 million by Yankee Gas on January 2, 2014~~1.60 percent Series G Senior Notes, due to mature in 2018 and $300 million ~~by NSTAR Electric on March 7, 2014. These new issuances~~of 3.15 percent Series H Senior Notes, due to mature in 2025. Proceeds were used ~~primarily~~ to repay ~~approximately $375 million of existing long-term debt.~~short-term borrowings outstanding under the ES parent commercial paper program.

·
On ~~February 4, 2014,~~April 29, 2015, our Board of Trustees approved a common share dividend payment of ~~$0.3925~~$0.4175 per share, payable on ~~March 31, 2014 to shareholders of record as of March 3, 2014. On May 1, 2014, our Board of Trustees approved a common dividend payment of $0.3925 per share, payable~~ June 30, ~~2014~~2015 to shareholders of record as of May ~~30, 2014.~~29, 2015.

31

Overview
Consolidated: A summary of our earnings by business, which also reconciles the non-GAAP financial measures of consolidated non-GAAP earnings and EPS, as well as EPS by business, to the most directly comparable GAAP measures of consolidated Net Income Attributable to Controlling Interest and diluted EPS, for the first quarters of ~~2014~~2015 and ~~2013~~2014 is as follows:

For the Three Months Ended March 31,

For the Three Months Ended March 31,

2014

2013

2015

2014
(Millions of Dollars, Except Per Share Amounts)

Amount

Per Share

Amount

Per Share

Amount

Per Share

Amount

Per Share
Net Income Attributable to Controlling Interest (GAAP)

$
236.0

$
0.74

$
228.1

$
0.72

$
253.3

$
0.80

$
236.0

$
0.74

Regulated Companies

$
239.2

$
0.75

$
222.7

$
0.71

$
252.8

$
0.80

$
239.2

$
0.75
NU Parent and Other Companies

2.6

0.01

7.2

0.02

ES Parent and Other Companies

4.5

0.01

2.6

0.01
Non-GAAP Earnings

241.8

0.76

229.9

0.73

257.3

0.81

241.8

0.76
Integration Costs (after-tax)

(5.8
)
(0.02
)
(1.8
)
(0.01
)

(4.0)

(0.01)

(5.8)

(0.02)
Net Income Attributable to Controlling Interest (GAAP)

$
236.0

$
0.74

$
228.1

$
0.72

$
253.3

$
0.80

$
236.0

$
0.74

Excluding the impact of integration costs, our first quarter ~~2014~~2015 earnings increased by ~~$11.9~~$15.5 million, as compared to the first quarter of ~~2013,~~2014. The increase was due primarily to ~~higher retail electric~~the $27.5 million favorable earnings impact related to the resolution of NSTAR Electric’s basic service bad debt adder, the CPSL program filings, and ~~firm natural gas sales~~the recovery of LBR related to energy efficiency programs, and the impact of the December 1, 2014 CL&P base distribution rate increase. Partially offsetting these favorable earnings impacts were the $12.4 million after-tax reserve related to the March 2015 FERC ROE order, an increase in operations and maintenance costs primarily attributable to an increase in labor and employee benefits expense, as a result of ~~colder weather, partially offset by~~ the ~~absence of a favorable~~ impact from ~~the resolution of a state income tax audit in~~winter weather and storms, as compared to the first quarter of ~~2013.~~ 2014, higher depreciation expense and higher property taxes.

The ~~resolution of the state income tax audit provided a $13.6 million, or $0.04 per share, benefit to our~~ first quarter ~~2013 earnings.~~2015 and 2014 integration costs included costs incurred for employee severance in connection with ongoing integration. In addition, the first quarter 2015 integration costs also included costs associated with our branding efforts.

Regulated Companies: Our Regulated companies consist of the electric distribution, transmission, and natural gas distribution segments. Generation activities of PSNH and WMECO are included in our electric distribution segment. A summary of our segment earnings and EPS for the first quarters of ~~2014~~2015 and ~~2013~~2014 is as follows:

For the Three Months
Ended March 31,

(Millions of Dollars)

2014

2013

For the Three Months Ended March 31,

2015

2014
(Millions of Dollars, Except Per Share Amounts)

Amount

Per Share

Amount

Per Share
Electric Distribution

$
112.2

$
99.5

$
130.6

$
0.41

$
112.2

$
0.35
Transmission

74.9

79.9

66.6

0.21

74.9

0.24
Natural Gas Distribution

52.1

43.3

55.6

0.18

52.1

0.16
Net Income - Regulated Companies

$
239.2

$
222.7

$
252.8

$
0.80

$
239.2

$
0.75

~~Our electric~~Ourelectric distribution segment earnings increased ~~$12.7~~$18.4 million in the first quarter of ~~2014,~~2015, as compared to the first quarter of ~~2013,~~2014, due primarily to ~~higher retail electric sales as a result~~the $27.5 million favorable earnings impact related to the resolution of ~~colder weather. The~~NSTAR Electric’s basic service bad debt adder, the CPSL program filings, and the recovery of LBR related to energy efficiency programs, and the impact of the December 1, 2014 ~~results~~CL&P base distribution rate increase. Partially offsetting these favorable earnings impacts were ~~also favorably impacted by a PSNH rate~~an increase ~~effective July 1, 2013~~in operations and maintenance costs primarily attributable to an increase in labor and employee benefits expense, as a result of the ~~2010 distribution rate case settlement. Partially offsetting these favorable impacts were higher depreciation~~impact from winter weather and ~~property tax expense.~~
~~Our transmission segment earnings decreased in the first quarter of 2014,~~storms, as compared to the first quarter of ~~2013, due primarily to the absence of the favorable impact from the resolution of the state income tax audit~~2014, higher depreciation expense and higher property taxes.

Our transmission segment earnings decreased $8.3 million in the first quarter of ~~2013, which provided a $5.7 million benefit~~2015, as compared to ~~our~~the first quarter ~~2013 transmission segment~~of 2014, due primarily to the $12.4 million after-tax reserve related to the March 2015 FERC ROE order and the negative earnings impact resulting from the lower allowed ROE in the first quarter of 2015, as compared to the first quarter of 2014, partially offset by a higher transmission rate base as a result of an increased investment in our transmission infrastructure.

OurOur natural gas distribution segment earnings increased $3.5 million in the first quarter of ~~2014,~~2015, as compared to the first quarter of ~~2013,~~2014, due primarily to higher firm natural gas sales ~~as a result of~~volumes and peak demand revenues resulting from colder weather in the first quarter of 2015, as ~~well as~~compared to the ~~addition~~first quarter of ~~new~~2014, and additional natural gas heating ~~customers.~~customers, partially offset by higher property taxes, higher depreciation expense and bad debt expense.
40

~~Table of Contents~~
A summary of our retail electric GWh sales volumes and percentage changes, as well as percentage changes in CL&P, NSTAR Electric, PSNH and WMECO retail electric GWh sales volumes, is as follows:

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

Sales (GWh)

Percentage

For the Three Months Ended March 31, 2015 Compared to 2014
NU – Electric

2014

2013

Increase

ES

CL&P

NSTAR Electric

PSNH

WMECO

Percentage

Percentage

Percentage

Percentage

Sales Volumes (GWh)

Increase/

Increase/

Increase/

Increase/

Percentage
Electric
2015

2014

(Decrease)

(Decrease)

(Decrease)

(Decrease)

Decrease
Residential

6,139

5,803

5.8
%
6,217

6,139

1.3 %

1.2 %

1.6 %

1.6 %

(0.6)%
Commercial (1)

6,866

6,695

2.6
%
Commercial
6,930

6,866

0.9 %

0.5 %

1.9 %

(1.0)%

(0.1)%
Industrial

1,343

1,298

3.4
%
1,301

1,343

(3.1)%

(0.9)%

(4.5)%

(4.9)%

(4.7)%
Total

14,348

13,796

4.0
%
14,448

14,348

0.7 %

0.8 %

1.4 %

(0.5)%

(1.1)%

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

CL&P

NSTAR
Electric

PSNH

WMECO

Electric

Percentage
Increase

Percentage
Increase

Percentage
Increase

Percentage
Increase/
(Decrease)

Residential

6.9
%
4.1
%
5.8
%
5.7
%
Commercial (1)

2.3
%
2.6
%
2.3
%
4.2
%
Industrial

4.2
%
3.5
%
4.8
%
(2.4
)%
Total

4.7
%
3.2
%
4.2
%
3.8
%
~~(1)Commercial retail electric GWh sales include streetlighting and railroad retail sales.~~

32

A summary of our firm natural gas sales volumes in million cubic feet and percentage changes ~~as well as percentage changes in Yankee Gas and NSTAR Gas,~~ is as follows:

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

Sales (million cubic feet)

Percentage

For the Three Months Ended March 31, 2015 Compared to 2014
NU - Firm Natural Gas

2014

2013

Increase

ES

Sales Volumes (million cubic feet)

Percentage
Firm Natural Gas
2015

2014

Increase
Residential

19,812

17,015

16.4
%
21,455

19,812

8.3%
Commercial

19,627

16,771

17.0
%
21,450

19,627

9.3%
Industrial

7,478

6,829

9.5
%
7,667

7,478

2.5%
Total

46,917

40,615

15.5
%
50,572

46,917

7.8%
Total, Net of Special Contracts (1)

45,550

39,422

15.5
%
49,381

45,550

8.4%

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

Sales (million cubic feet)

Yankee Gas

NSTAR Gas

Percentage

Percentage

Firm Natural Gas

Increase

Increase

Residential

21.8
%
12.9
%
Commercial

21.0
%
13.6
%
Industrial

10.2
%
7.7
%
Total

18.6
%
12.7
%
Total, Net of Special Contracts (1)

18.9
%

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

Weather, fluctuations in energy supply costs, conservation measures (including ~~company-sponsored~~utility-sponsored energy efficiency programs), and economic conditions affect customer energy usage. Industrial sales are less sensitive to temperature variations than residential and commercial sales. In our service territories, weather impacts electric sales during the summer and electric and natural gas sales during the winter (natural gas sales are more sensitive to temperature variations than electric sales). Customer heating or cooling usage may not directly correlate with historical levels or with the level of degree-days that occur. ~~In addition, our electric and natural gas businesses are susceptible to damage from major storms and other natural events and disasters that could adversely affect our ability to provide energy.~~

Our first quarter ~~2014~~of 2015 total consolidated retail electric sales ~~consisting of the retail electric sales of CL&P, NSTAR Electric, PSNH, and WMECO,~~volumes were higher, as compared to the first quarter of ~~2013,~~2014, due primarily to colder weather. First quarter ~~2014~~2015 heating degree days were 165 percent higher in Connecticut and western Massachusetts, 1210 percent higher in the Boston metropolitan area, and 154 percent higher in New Hampshire, as compared to the first quarter of ~~2013.~~2014. Weather-normalized Eversource consolidated retail electric sales ~~(based on 30-year average temperatures) increased 1.3 percent~~volumes remained relatively unchanged in the first quarter of ~~2014,~~2015, as compared to the first quarter of ~~2013, reflecting a steady improvement in economic conditions across our service territory.~~2014.
41

~~Table of Contents~~
For CL&P (effective December 1, 2014) and WMECO, fluctuations in retail electric sales volumes do not impact earnings due to the ~~DPU-approved~~regulatory commission approved revenue decoupling ~~mechanism. Under this decoupling mechanism,~~mechanisms. Distribution revenues are decoupled from their customer sales volumes. CL&P and WMECO ~~has an overall fixed~~reconcile their annual base distribution rate recovery to pre-established levels of baseline distribution delivery service revenues. Any difference between the allowed level of distribution ~~delivery service revenues of $132.4 million, comprised of customer base rate revenues of $125.4 million~~revenue and the actual amount incurred during a ~~baseline low income discount recovery of $7 million. These two mechanisms~~12-month period is adjusted through rates in the following period. The decoupling mechanism effectively ~~break~~breaks the relationship between sales ~~volume~~volumes and revenues recognized. Prior to December 1, 2014, CL&P recognized LBR related to reductions in sales volume as a result of successful energy efficiency programs. LBR was recovered from retail customers through the FMCC. Effective December 1, 2014, CL&P no longer recognizes LBR due to its revenue decoupling mechanism. NSTAR Electric continues to recognize LBR through December 31, 2015 in accordance with the 2012 DPU-approved comprehensive merger settlement agreement with the Massachusetts Attorney General. For the first quarter of 2015 and 2014, NSTAR Electric recognized LBR of $12.5 million and $8.7 million, respectively.

Our firm natural gas sales are subject to many of the same influences as our retail electric sales. In addition, they have ~~benefitted~~benefited from ~~historically favorable natural gas prices and~~ customer growth across both operating companies. Our first quarter ~~2014~~2015 consolidated firm natural gas sales volumes, consisting of the firm natural gas sales volumes of Yankee Gas and NSTAR Gas, were higher, as compared to the first quarter of ~~2013,~~2014, due primarily to colder ~~weather.~~weather in the first quarter of 2015, as compared to the first quarter of 2014. The first quarter ~~2014~~2015 weather-normalized NUEversource consolidated ~~total~~ firm natural gas sales volumes increased ~~3.6~~3.2 percent, as compared to the same period in ~~2013,~~2014, due primarily to residential and commercial customer growth.

NUES Parent and Other Companies: NUES parent and other companies, which ~~includes~~include our ~~competitive~~unregulated businesses, had net earnings of $0.5 million in the first quarter of 2015, compared with net losses of $3.2 million in the first quarter of ~~2014, compared with earnings~~2014. Excluding the impact of ~~$5.4~~integration costs, ES parent and other companies earned $4.5 million in the first quarter of ~~2013. Excluding the impact of integration costs, NU parent and other companies earned~~2015, compared with $2.6 million in the first quarter of ~~2014, compared with $7.2 million~~2014. The earnings increase in ~~the first quarter of 2013. The decrease in earnings~~2015 was due primarily to the absence of ~~the favorable impact from the resolution of the state income tax audit~~a $2.5 million contribution made in ~~the first quarter of 2013, which provided a $6.7 million benefit to first quarter 2013 NU parent earnings.~~March 2014.

Liquidity

Consolidated: Cash and cash equivalents totaled ~~$89.2~~$71 million as of March 31, ~~2014,~~2015, compared with ~~$43.4~~$38.7 million as of December 31, ~~2013.~~2014.

On April 3, 2015, the DPU authorized NSTAR Gas to issue up to $100 million in long-term debt for the period through December 31, 2015.

On January ~~2, 2014, Yankee Gas~~15, 2015, ES parent issued ~~$100~~$150 million of ~~4.82~~1.60 percent Series ~~L First Mortgage Bonds,~~G Senior Notes, due to mature in ~~2044. The proceeds, net of issuance costs, were used to repay the $75 million 4.80 percent Series G First Mortgage Bonds that matured on January 1, 2014~~2018 and ~~to repay $25 million in short-term borrowings.~~
~~On March 7, 2014, NSTAR Electric issued~~ $300 million of ~~4.40~~3.15 percent ~~debentures,~~Series H Senior Notes, due to mature in ~~2044. The proceeds, net of issuance costs, were used to repay the $300 million of 4.875 percent debentures that matured on April 15, 2014.~~
~~On April 24, 2014, CL&P issued $250 million of 4.30 percent 2014 Series A First Mortgage Bonds, due to mature in April 2044.~~2025. The proceeds, net of issuance costs, were used to repay short-term borrowings outstanding under the ES parent commercial paper program.

On April 1, 2015, CL&P repaid at maturity the $100 million 5.00 percent 2005 Series A First and Refunding Mortgage Bonds using short-term borrowings. On April 1, 2015, CL&P also redeemed the $62 million 1996A Series 1.55 percent PCRBs that were subject to mandatory tender, using short term borrowings.

NUES parent, CL&P, PSNH, WMECO, NSTAR Gas and Yankee Gas are parties to a ~~joint~~ five-year $1.45 billion revolving credit facility ~~due to expire on~~that expires September 6, ~~2018.~~2019. The revolving credit facility is ~~to be~~ used primarily to backstop ~~the~~ES parent's $1.45 billion commercial paper ~~program at NU.~~program. The commercial paper program allows NUES parent to issue commercial paper as a form of short-term debt. As of March 31, ~~2014~~2015 and December 31, ~~2013, NU~~2014, ES parent had ~~approximately $818.5~~$788 million and ~~$1.01~~approximately $1.1 billion, respectively, in short-term borrowings outstanding under the NUES parent commercial paper program, leaving ~~$631.5~~$662 million and ~~$435.5~~$348.9 million of available borrowing capacity as of March 31, ~~2014~~2015 and December 31, ~~2013,~~2014, respectively. The weighted-average interest rate on these borrowings as of March 31, ~~2014~~2015 and December 31, ~~2013~~2014 was ~~0.23~~0.53 percent and ~~0.24~~0.43 percent, respectively, which is

33

generally based on ~~money market rates.~~A2/P2 rated commercial paper. As of March 31, 2015, there were intercompany loans from ES parent of $190.1 million to CL&P, $82 million to PSNH and $70.5 million to WMECO. As of December 31, 2014, there were intercompany loans from NUES parent of ~~$351.6~~$133.4 million to CL&P, ~~$39.9~~$90.5 million to PSNH and ~~$37.4~~$21.4 million to WMECO. ~~As of December 31, 2013, there were intercompany loans from NU of $287.3 million to CL&P and $86.5 million to PSNH.~~

NSTAR Electric has a five-year $450 million revolving credit facility ~~due to expire on~~that expires September 6, ~~2018.~~2019. This facility serves to backstop NSTAR ~~Electric’s~~Electric's existing $450 million commercial paper program. As of March 31, 2015 and December 31, 2014, NSTAR Electric had ~~no borrowings outstanding under its commercial paper program. As of December 31, 2013, NSTAR Electric had $103.5~~$215.5 million and $302 million, respectively, in short-term borrowings outstanding under its commercial paper program, leaving ~~$346.5~~$234.5 million and $148 million of available borrowing ~~capacity.~~capacity as of March 31, 2015 and December 31, 2014, respectively. The weighted-average interest rate on these borrowings as of March 31, 2015 and December 31, ~~2013~~2014 was ~~0.13~~0.35 percent and 0.27 percent, respectively, which is generally based on ~~money market rates.~~A2/P1 rated commercial paper.

Cash flows provided by operating activities totaled $481.8 million in the first quarter of 2015, compared with $493.8 million in the first quarter of ~~2014, compared~~2014. The decrease in operating cash flows was due primarily to the timing of regulatory recoveries, resulting from both the increase in purchased power and congestion costs at NSTAR Electric, WMECO and CL&P, along with ~~$473.1 million~~the timing of collections and payments related to our working capital items, including accounts receivable and accounts payable. Accounts receivable increased due primarily to higher sales volumes in the first quarter of ~~2013. The improved operating cash flows were due primarily to the absence~~2015 as a result of ~~cash disbursements for major storm restoration costs~~colder weather, increases in both CL&P’s and NSTAR Electric’s basic service rates effective January 1, 2015, and the ~~decrease~~increase in CL&P's base distribution rates effective December 1, 2014. In addition, there was an increase of ~~$40.3~~approximately $20 million inof Pension and PBOP Plan cash contributions ~~partially offset by an increase in income taxes paid~~ in the first quarter of ~~2014 ($82.6 million), as~~2015, compared to the same period in 2014. Partially offsetting these unfavorable cash flow impacts was an income tax refund received in the first quarter of ~~2013 ($22.2 million), and the absence of costs recovered in rates~~2015 primarily related to the ~~RRBs that were fully amortized~~extension of the accelerated deduction of depreciation in 2014, which resulted in cash receipts of approximately $250 million in 2015, as compared to income tax payments in the first ~~half~~quarter of ~~2013.~~2014.

On ~~March 28, 2014, CYAPC and YAEC received payment of $163.3 million of~~April 23, 2015, S&P upgraded the DOE Phase II Damages proceeds. It is anticipated that in the second quarter of 2014, the Yankee Companies will complete the FERC review process and return these amounts to the member companies, including CL&P, NSTAR Electric, PSNH, and WMECO, for the benefit of their respective customers. As a result of the consolidation of CYAPC and YAEC, the cash received was included in Other Long-Term Assets on the NU consolidated balance sheet pending refund as of March 31, 2014 and in Proceeds from DOE Damages Claim with an offset in Deferred DOE Proceeds on the NU consolidated statement of cash flows for the three months ended March 31, 2014. These proceeds had no impact on NU’s earnings or net cash flows provided by operating activities for the three months ended March 31, 2014.
~~On January 31, 2014, Moody’s upgraded~~ corporate credit ~~and securities~~ ratings ~~of NU, CL&P and PSNH~~ by one level and WMECO by two-levels. On April 7, 2014, Fitch affirmed the corporate credit ratings and outlook of NU, CL&P, NSTAR Electric, PSNH, WMECO and NSTAR Gas. On April 25, 2014, S&P affirmed the corporate credit ratings and revised the outlooks to stable from positive ~~from stable~~ of ~~NU,~~ES parent, CL&P, NSTAR Electric, PSNH, WMECO, Yankee Gas and NSTAR Gas. 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
ES Parent
Baa1
Stable
A
Stable
BBB+
Stable
CL&P
Baa1
Stable
A
Stable
BBB+
Stable
NSTAR Electric
A2
Stable
A
Stable
A
Stable
PSNH
Baa1
Stable
A
Stable
BBB+
Stable
WMECO
A3
Stable
A
Stable
BBB+
Stable

42

~~Table of Contents~~
In the first quarter of ~~2014,~~2015, we had cash dividends on common shares of ~~$118.5~~$132.5 million, compared with ~~$116.4~~$118.5 million in the first quarter of ~~2013.~~ 2014. On February ~~4, 2014,~~3, 2015, our Board of Trustees approved a common share dividend payment of ~~$0.3925~~$0.4175 per share, payable on March 31, ~~2014~~2015 to shareholders of record as of March ~~3, 2014.~~2, 2015. The dividend represented an increase of ~~6.8~~6.4 percent over the dividend paid in December ~~2013.~~2014. On ~~May 1, 2014,~~April 29, 2015, our Board of Trustees approved a common share dividend payment of ~~$0.3925~~$0.4175 per share, payable on June 30, ~~2014~~2015 to shareholders of record as of May ~~30, 2014.~~29, 2015.

In the first quarter of ~~2014,~~2015, CL&P, NSTAR Electric, PSNH, and WMECO paid ~~$42.8~~$49 million, ~~$253~~$49.5 million, ~~$16.5~~$26.5 million, and ~~$49~~$9.3 million, respectively, in common stock dividends to NUES parent.

Investments in Property, Plant and Equipment on the ~~accompanying~~ statements of cash flows do not include amounts incurred on capital projects but not yet paid, cost of removal, AFUDC related to equity funds, and the capitalized portions of pension expense. In the first quarter of ~~2014,~~2015, investments for ~~NU,~~Eversource, CL&P, NSTAR Electric, PSNH, and WMECO were ~~$348.7~~$362.6 million, ~~$108~~$127.6 million, ~~$95~~$79.8 million, ~~$61.9~~$71.9 million, and ~~$30.3~~$35.9 million, respectively.

Business Development and Capital Expenditures

~~Consolidated:~~ Our consolidated capital expenditures, including amounts incurred but not paid, cost of removal, AFUDC, and the capitalized portions of pension expense (all of which are non-cash factors), totaled $310.5 million in the first quarter of 2015, compared with $277.9 million in the first quarter of ~~2014, compared with $299.8~~2014. These amounts included $8.4 million and $5.9 million in the first quarter of ~~2013. These amounts included $5.9 million~~2015 and ~~$5.4 million in the first quarters of~~ 2014, ~~and 2013,~~ respectively, related to ~~our corporate service~~information technology and facilities upgrades and enhancements, primarily at Eversource Service and The Rocky River Realty Company.

Access Northeast: In September 2014, Eversource and Spectra Energy Corp announced Access Northeast, a natural gas pipeline expansion project. Access Northeast will enhance the Algonquin and Maritimes pipeline systems using existing routes and is expected to be capable of delivering approximately one billion cubic feet of natural gas per day to New England. Eversource and Spectra Energy Corp will have equal ownership interest in the project with the option of additional investors in the future. On February 18, 2015, National Grid was added as a co-developer in the project for a total ownership interest of 20 percent, with Eversource and Spectra Energy Corp each owning 40 percent. The total project cost, subject to FERC approval, is expected to be approximately $3 billion and has an anticipated in-service date of November 2018.

In December 2014, Eversource and Spectra Energy Corp announced an alliance with Iroquois Gas Transmission for the Access Northeast project. This alliance will provide New England natural gas distribution companies ~~NUSCO~~ and ~~RRR.~~generators with additional access to natural gas supplies from multiple, diverse receipt points along the Algonquin pipeline system, including the Iroquois pipeline system.

34

Transmission Business:Overall, transmission business capital expenditures ~~decreased~~increased by ~~$53.3~~$37.9 million in the first quarter of ~~2014,~~2015, as compared to the first quarter of ~~2013.~~2014. A summary of transmission capital expenditures by company ~~for the three months ended March 31, 2014 and 2013~~ is as follows:

For the Three Months Ended March 31,

For the Three Months Ended March 31,
(Millions of Dollars)

2014

2013

2015

2014
CL&P

$
36.2

$
44.0

$
42.4

$
36.2
NSTAR Electric

12.4

49.3

21.4

12.4
PSNH

16.7

14.6

28.9

16.7
WMECO

16.3

17.2

23.8

16.3
NPT

6.7

16.5

9.7

6.7
Total Transmission Segment

$
88.3

$
141.6

$
126.2

$
88.3

NEEWS: GSRP, the first, largest and most complicated project within the NEEWS family of projects was fully energized on November 20, 2013. As of March 31, 2014, CL&P and WMECO have placed $631.5 million in service with minimal remaining close-out activities continuing throughout the first half of 2014.
The Interstate Reliability Project ~~which~~(IRP) includes CL~~&P’s~~&P's construction of an approximately 40-mile, ~~345 kV~~345-kV overhead line from Lebanon, Connecticut to the Connecticut-Rhode Island border in Thompson, Connecticut where it will connect to transmission enhancements being constructed by National Grid ~~is the second major NEEWS project. The Connecticut and~~in Rhode Island ~~portions of the project have~~and Massachusetts. Construction has been ~~approved by their respective siting boards. On January 30, 2014, the Massachusetts EFSB voted unanimously to draft a tentative opinion approving the MA component of the project; a siting approval decision~~underway in ~~Massachusetts is expected in the second quarter of~~all three states since March 2014. ~~In the first quarter of 2014, the Army Corps of Engineers issued its permit on the project, which enabled construction on the Connecticut portion of the project to begin. NU’s~~Eversource's portion of the cost is estimated to be $218 million, and we expect to complete IRP by the ~~project is expected to be~~end of 2015. As of March 31, 2015, IRP was approximately 90 percent complete, and CL&P had placed $34 million in ~~service in late 2015.~~service.

The Greater Hartford Central Connecticut ~~Study~~ (GHCC)~~, which includes the reassessment~~ solutions are comprised of ~~the Central Connecticut Reliability Project, continues to make progress. The final need results, which were presented to the ISO-NE Planning Advisory Committee in November 2013, showed existing~~many 115-kV upgrades and ~~worsening severe regional and local thermal overloads and voltage violations within and across each of the four study areas. ISO-NE is~~are expected to confirm the preferred transmission solutions in the summer of 2014, which are likely to include many 115 kV upgrades. We continue to expect that the specific future projects being identified to address these reliability concerns will cost approximately ~~$300~~$350 million and ~~that the project will~~ be placed in service from 2016 through 2018. ISO New England posted the final Solutions Study for GHCC in ~~2017.~~
~~Included as part~~late February 2015. The Reliability Committee recommended approval of ~~NEEWS~~our Proposed Plan Applications to ISO New England at its March 17, 2015 meeting. The first siting filing for these projects was made to the Connecticut Siting Council on February 27, 2015. Additional siting filings are associated reliability related projects, $90.5 million of which have been placed in service. As of March 31, 2014, the remaining construction on the associated reliability related projects totaled $2.9 million, which is scheduledexpected to be ~~completed by mid-2014.~~made throughout 2015 and 2016. We expect to begin work on these projects in mid-2015 and complete GHCC-related work in 2018.

Through March 31, ~~2014,~~2015, CL&P and WMECO capitalized ~~$259~~$371.4 million and ~~$571.1~~$573.7 million, respectively, in costs associated with NEEWS. Included in the NEEWS amounts are costs for IRP, of which ~~$6.2~~CL&P capitalized $183.8 million in costs through March 31, 2015, and ~~$4.1~~$15 million ~~respectively, were capitalized~~ in the first quarter of ~~2014.~~2015.

Northern Pass: Northern Pass is ~~NU’s~~Eversource's planned HVDC transmission line from the Québec-New Hampshire border to Franklin, New Hampshire and an associated alternating current radial transmission line between Franklin and Deerfield, New Hampshire. Northern Pass will interconnect at the Québec-New Hampshire border with a planned HQ HVDC transmission line. NPT received ISO-NE approval under Section I.3.9 of the ISO tariff in 2013. By approving the project’s Section I.3.9 application, ISO-NE determined that Northern Pass can reliably interconnect with the New England grid with no significant adverse effect on the reliability or operating characteristics of the regional energy grid and its participants. The $1.4 billion project is subject to comprehensive federal and state public permitting processes and is expected to be operational in the second half of 2017. The DOE continues to work on the draft Environmental Impact Statement ~~(EIS)~~(draft EIS) for Northern Pass. ~~This includes a review~~The issuance of ~~both the recommended route and various~~
43

~~Table of Contents~~
~~alternative routes. We expect the DOE to issue~~ the draft EIS for public comment is anticipated in ~~late 2014. Once it is published, DOE will commence a process of receiving written and verbal comments on the draft EIS and we expect the DOE to issue a final EIS in the second half of~~June 2015. ~~We expect~~NPT expects to file the ~~state permit~~New Hampshire Site Evaluation Committee application in ~~January 2015~~the third quarter after receipt of the ~~DOE’s~~ draft ~~EIS~~EIS. The $1.4 billion project is ~~received.~~subject to federal and state public permitting processes and is now expected to be operational in the first half of 2019.

Greater Boston Reliability ~~and Boston Network Improvements:~~ Solutions: ~~As a result of continued analysis of the transmission needs to enhance system reliability and improve capacity in eastern Massachusetts,~~ NSTAR Electric and PSNH expect to implement a series of new transmission ~~initiatives~~projects over the next five ~~years.~~years to enhance the region's system reliability. On February 12, 2015, ISO-NE selected Eversource's and National Grid's proposed Greater Boston and New Hampshire Solution (Solution) as its preferred option because it is significantly less expensive than an alternate proposal and has superior performance criteria. The Solution consists of important electric transmission upgrades encompassing the Merrimack Valley area of southern New Hampshire and the metropolitan Boston area. We ~~expect ISO-NE to select preferred solutions~~estimate our investment in the ~~first half of 2014. We expect projected costs to~~Solution will be ~~approximately $480~~$489 million, ~~for these new initiatives.~~and we are pursuing the necessary regulatory approvals.

35

Distribution Business: A summary of distribution capital expenditures by company ~~for the first quarters of 2014 and 2013~~ is as follows:

For the Three Months Ended March 31,

For the Three Months Ended March 31,
(Millions of Dollars)

2014

2013

2015

2014
CL&P:

Basic Business

$
10.7

$
13.2

$
27.2

$
10.7
Aging Infrastructure

34.3

29.0

34.2

34.3
Load Growth

17.3

17.0

11.5

17.3
Total CL&P

62.3

59.2

72.9

62.3
NSTAR Electric:

Basic Business

29.6

15.6

22.2

29.6
Aging Infrastructure

22.9

27.3

13.5

22.9
Load Growth

6.5

1.9

3.9

6.5
Total NSTAR Electric

59.0

44.8

39.6

59.0
PSNH:

Basic Business

5.8

3.8

12.3

5.8
Aging Infrastructure

12.5

7.8

9.2

12.5
Load Growth

6.1

4.6

6.7

6.1
Total PSNH

24.4

16.2

28.2

24.4
WMECO:

Basic Business

1.5

0.5

3.1

1.5
Aging Infrastructure

3.3

4.3

4.5

3.3
Load Growth

1.4

1.5

1.8

1.4
Total WMECO

6.2

6.3

9.4

6.2
Total - Electric Distribution (excluding Generation)

151.9

126.5

150.1

151.9
PSNH Generation

2.5

0.7

2.6

2.5
WMECO Generation

4.1

0.1

-

4.1
Total - Natural Gas

25.2

25.5

23.2

25.2
Total Electric and Natural Gas Distribution Segment

$
183.7

$
152.8

Total Distribution Segment
$
175.9

$
183.7

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

NSTAR Electric's capital spending program decreased by $19.4 million in the first quarter of 2015, as compared to the first quarter of 2014, as a result of the impact from the winter weather and storms in the greater Boston metropolitan area.

Natural Gas Business Expansion and Enhancement: In 2013, in accordance with Connecticut law and regulations, PURA approved a comprehensive joint natural gas infrastructure expansion plan (expansion plan) filed by Yankee Gas and other Connecticut natural gas distribution companies. The expansion plan described how Yankee Gas expects to add approximately 82,000 new natural gas heating customers over a 10-year period. Yankee Gas estimates that its portion of the plan will cost approximately $700 million over 10 years. In January 2015, PURA approved a joint settlement agreement proposed by Yankee Gas and other Connecticut natural gas distribution companies and regulatory agencies that clarified the procedures and oversight criteria applicable to the expansion plan.

In October 2014, pursuant to new legislation, NSTAR Gas filed the Gas System Enhancement Program (GSEP) with the DPU. NSTAR Gas' program accelerates the replacement of certain natural gas distribution facilities in the system within 25 years. The GSEP includes a new tariff that provides NSTAR Gas an opportunity to collect the costs for the program on an annual basis through a newly designed reconciling factor. On April 30, 2015, the DPU approved the GSEP. We have projected capital expenditures of approximately $200 million for the period 2015 through 2018 for the GSEP, which are consistent with our request in the NSTAR Gas rate case application currently before the DPU.

FERC Regulatory Issues

FERC ROE Complaints: Beginning in 2011, three separate complaints were filed at FERC by combinations of New England state attorneys general, state regulatory commissions, consumer advocates, consumer groups, municipal parties and other parties (the "Complainants"). In these three separate complaints, the Complainants challenged the NETOs' base ROE of 11.14 percent that was utilized since 2006 and sought an order to reduce it prospectively from the date of the final FERC order and for the 15-month complaint refund periods stipulated in the separate complaints. In 2014, the FERC ordered the base ROE to be set at 10.57 percent for the first complaint refund period and prospectively from October 16, 2014 and that a utility's total or maximum ROE shall not exceed the top of the new zone of reasonableness, which was set at 11.74 percent. The NETOs and the Complainants sought rehearing from FERC. In late 2014, the NETOs made a compliance filing, which was challenged by the Complainants, and in accordance with FERC orders, began issuing refunds to customers from the first complaint period.

On March 3, 2015, FERC issued an order denying all issues raised on rehearing by the NETOs and Complainants in the first base ROE complaint. The FERC order upheld the base ROE of 10.57 percent for the first complaint refund period and prospectively from October 16, 2014, and upheld that the utility's total ROE (the base ROEplus anyincentive adders) for the transmission assets to which the adder applies is capped at the top of the zone of reasonableness, which is currently set at 11.74 percent. As a result ofclarifying information related to how the ROE cap is applied, which is contained in the order, Eversource adjusted its reservein the first quarter of 2015 and recognized an after-tax charge to earnings (excluding interest)

36

of $12.4 million, of which $7.9 million was recorded at CL&P, $1.4 million at NSTAR Electric, $0.6 million at PSNH, and $2.5 million at WMECO. The charge was recorded as a regulatory liability.

FERC Order No. 1000: On March 19, 2015, FERC acted on all rehearing requests filed by the NETOs, including CL&P, NSTAR Electric, PSNH and WMECO, and other parties and accepted the November 2013 compliance filing made by ISO-NE and the NETOs, subject to further compliance. FERC accepted our proposal that the new competitive transmission planning process will not apply to certain projects, which have been declared as the preferred solution by ISO-NE, unless ISO-NE later decides the solution must be re-evaluated. FERC determined on rehearing that we can restore provisions that recognize the NETOs’ rights to retain use and control of their existing rights of ways (ROWs).

FERC affirmed that it can eliminate our right of first refusal to build transmission in New England even though FERC previously approved and granted special protections to these rights. We are currently evaluating this and other parts of the FERC decision with the NETOs and ISO-NE. Implementation of FERC's goals in New England, including within our service territories, may expose us to competition for construction of transmission projects, additional regulatory considerations, and potential delay with respect to future transmission projects. While the FERC Orders may bring new challenges, we believe there are also opportunities for us to compete for transmission reliability projects outside of our service territories.

Regulatory Developments and Rate Matters

The Regulated ~~companies’~~companies' distribution rates are set by their respective state regulatory commissions, and their tariffs include mechanisms for periodically adjusting their ~~rates.~~rates for the recovery of specific incurred costs. Other than as described below, for the first quarter of ~~2014,~~2015, changes made to the Regulated ~~companies’~~companies' rates did not have a material impact on their earnings, financial position, or cash flows. For further information, see ~~“Financial~~"Financial Condition and Business Analysis —– Regulatory Developments and Rate ~~Matters”~~Matters" included in Item 7, “"~~Management’s~~Management's Discussion and Analysis of Financial Condition and Results of Operations,”" of the ~~NU 2013~~Eversource 2014 Annual Report on Form 10-K.

Connecticut:

~~CL&P~~ Yankee Gas - Settlement Agreement: On April 29, 2015, the PURA approved a settlement agreement entered into among Yankee Gas, the Connecticut Office of Consumer Counsel, and the PURA Staff, which eliminates the requirement to file a rate case in 2015. Under the terms of the settlement agreement, Yankee Gas will provide a $1.5 million rate credit to firm customers beginning in December 2015, will establish an earnings sharing mechanism whereby Yankee Gas and its customers will share equally any earnings exceeding a 9.5 percent ROE in a twelve month period commencing with the period from April 1, 2015 through March 31, 2016, and Yankee Gas shall forgo its right to file a rate case for an increase in its base distribution rates prior to January 1, 2017. This does not impact the rates charged under the CES program. In addition, the settlement agreement resolves two pending regulatory proceedings before PURA pertaining to a review of Yankee Gas’ overearnings. In the first quarter of 2015, Yankee Gas recorded the $1.5 million expected refund to customers as a reduction to operating revenues.

Massachusetts:

2014 ~~Storm Order~~Comprehensive Settlement Agreement: InOn March ~~2013, CL&P~~2, 2015, the DPU approved the comprehensive settlement agreement between NSTAR Electric, NSTAR Gas and the Massachusetts Attorney General (the "Settlement") as filed ~~a request~~ with ~~PURA~~the DPU on December 31, 2014. The Settlement resolved the outstanding NSTAR Electric CPSL program filings for ~~approval to recover storm restoration costs associated with five major storms, all of which occurred~~2006 through 2011, the NSTAR Electric and NSTAR Gas PAM and energy efficiency-related customer billing adjustments reported in ~~2011~~2012, and 2012. CL&P’s deferred storm restoration costs associated with these major storms totaled $462 million. Of that amount, approximately $414 million is subject to recovery in rates after giving effect to CL&P’s agreement to forego the recovery of ~~$40~~LBR related to NSTAR Electric's energy efficiency programs for 2008 through 2011 (11 dockets in total). As a result, NSTAR Electric and NSTAR Gas will refund a combined $44.7 million to customers. The refund was recorded as a regulatory liability as of ~~previously deferred storm restoration~~March 31, 2015 and NSTAR Electric recognized a $13 million after-tax benefit in the first quarter of 2015.

Basic Service Bad Debt Adder: In accordance with a generic 2005 DPU order, electric utilities in Massachusetts recover the energy-related portion of bad debt costs ~~as well as~~in their Basic Service rates. In February 2007, NSTAR Electric filed its 2005 through 2006 Basic Service reconciliation with the DPU proposing an ~~existing storm reserve fund balance~~adjustment related to the increase of ~~approximately $8 million.~~its Basic Service bad debt charge-offs. In June 2007, the DPU approved NSTAR Electric's proposed adjustment to the Basic Service Adder but instructed NSTAR Electric to reduce distribution rates by an equal and offsetting amount. This adjustment to NSTAR Electric's distribution rates would have eliminated the fully reconciling nature of the Basic Service bad debt adder.

In 2010, NSTAR Electric filed an appeal of the DPU's order with the SJC. NSTAR Electric took the position that it had fully removed the collection of energy-related bad debt costs from its base distribution rates effective January 1, 2006; therefore, no further adjustment to distribution rates was warranted. In 2012, the SJC vacated the DPU order and remanded the matter to the DPU for further review.

On January 7, 2015, the DPU issued an order concluding that NSTAR Electric had appropriately accounted for the removal of supply-related bad debt costs from base distribution rates effective January 1, 2006. The DPU ordered NSTAR Electric and the Massachusetts Attorney General to collaborate on the reconciliation of energy-related bad debt costs through 2014. During the second ~~half~~quarter of ~~2013, the PURA proceeded~~2015, NSTAR Electric expects to file with the ~~storm recovery review issuing discovery requests, holding hearings~~DPU to recover from customers approximately $43 million of supply-related bad debt costs. In the first quarter of 2015, as a result of the DPU order, NSTAR Electric increased its regulatory assets by $24.2 million, resulting in an increase in after-tax earnings of $14.5 million.

New Hampshire:

PSNH Generation Agreement: On March 11, 2015, PSNH entered into an agreement in principle in a settlement Term Sheet with the New Hampshire Office of Energy and ~~ultimately on March 12, 2014, issuing~~Planning, certain members of the Staff of the NHPUC, the Office of the Consumer Advocate, and two State Senators. The Term Sheet is designed to provide a resolution of issues pertaining to PSNH's generation assets in pending regulatory proceedings before the NHPUC. Under the terms of the Term Sheet, the Clean Air Project prudence proceeding will be resolved and all remaining Clean Air Project costs will be included in rates effective January 1, 2016. PSNH has agreed to pursue the divestiture of its generation assets upon NHPUC

37

approval of a final ~~decision on~~Settlement Agreement reflecting the ~~level~~provisions of ~~storm costs recovery.~~
~~In its final decision,~~ the ~~PURA approved~~Term Sheet. As part of the planned Settlement Agreement, PSNH has agreed to forego recovery of ~~$365 million of deferred storm restoration costs and ordered CL&P to capitalize approximately $18~~$25 million of the deferred ~~storm restoration~~equity return related to the Clean Air Project. Upon completion of the divestiture process, all remaining stranded costs, ~~as utility plant, which~~including any remaining deferred equity return in excess of the $25 million that PSNH has agreed to forego, will be recovered ~~through depreciation expense in future~~via bonds that will be secured by a non-bypassable charge to PSNH's customers. In addition, PSNH will not seek a general distribution rate ~~proceedings. PURA~~increase that would become effective before July 1, 2017 and will ~~allow recovery~~contribute $5 million to create a clean energy fund, which will not be recoverable from its customers.

Consummation of the ~~$365 million with carrying charges~~Term Sheet provisions is conditioned upon the enactment of authorizing securitization legislation in CL&P’s distribution rates over a six-year period beginning December 1, 2014. The remaining costs were either disallowed or we believe will be recovered from other sources. These costs did not have a material impact on CL&P’s ~~financial position, results~~New Hampshire, completion of ~~operations or cash flows.~~
44

~~Table~~the Settlement Agreement, and NHPUC approval of ~~Contents~~
~~New Hampshire:~~
~~Generation: In 2013,~~ the NHPUC opened a docket to investigate market conditions affecting PSNH’s ES rate, how PSNH will maintain just and reasonable rates in light of those conditions, and any impact of PSNH’s generation ownership onSettlement Agreement. On March 26, 2015, the New Hampshire ~~competitive electric market. In a 2013 NHPUC staff report accepted by~~Senate passed the ~~NHPUC, the NHPUC staff recommended that the NHPUC examine whether default service rates remain sustainable on a going forward basis, define “just and reasonable” with respect to default service~~legislation, which is currently pending in ~~the context of competitive retail markets, analyze the current and expected value of PSNH’s generating units, and identify means to mitigate and address stranded cost recovery. In October 2013,~~ the New Hampshire ~~Legislative Oversight Committee on Electric Utility Restructuring (Oversight Committee) requested that the NHPUC conduct an analysis~~House. We expect legislation to ~~determine whether it is now~~be finalized in the ~~economic interest~~third quarter of PSNH’s retail customers for PSNH to divest its interest in generation plants. On November 1, 2013, the Oversight Committee asked for a preliminary report by April 1, 2014 that would include a third party valuation of PSNH’s generating assets2015 and a ~~report from~~ NHPUC ~~staff members concerning customers’ economic interests in those generating assets.~~
On April 1, 2014, the NHPUC staff issued a “Preliminary Status Report Addressing the Economic Interest of PSNH’s Retail Customers as it Relates to the Potential Divestiture of PSNH’s Generating Plants”, which included a consultant’s analysis of the fair market value of PSNH generating assets and long-term power purchase contracts. The consultant’s analysis estimated the fair market value of PSNH’s generation assetsdecision to be ~~$225 million as of December 31, 2013 and compared that amount to a stated net book value of $660 million, implying potential “stranded costs”~~issued in excess of $400 million. NHPUC staff made three recommendations: (1) that any further actions relating to PSNH’s generating assets await a final decision in the Clean Air Project (scrubber) prudence proceeding; (2) that existing laws regarding divestiture, energy service, and cost recovery be harmonized; and (3) that ISO-NE provide input on the economic and reliability consequences of retirement of PSNH’s fossil generating plants. In the event of generation asset divestiture or retirement, both present law and the PSNH Restructuring Settlement Agreement approved in 2000 require that the NHPUC provide stranded cost recovery to PSNH. We continue to believe all costs and generation investments are probable of recovery.late 2015.

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 ~~NU 2013~~Eversource 2014 Form 10-K. There have been no material changes with regard to these critical accounting policies.

Other Matters

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

Contractual Obligations and Commercial Commitments: There have been no material contractual obligations identified and no material changes with regard to the contractual obligations and commercial commitments previously disclosed in the ~~NU 2013~~Eversource 2014 Form 10-K.

Web Site: Additional financial information is available through our ~~web~~website atwww.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 ~~at www.nu.com.~~Eversource's, CL&P's, NSTAR Electric's, PSNH's and WMECO's Annual Reports on Form 10-K, 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 Quarterly Report on Form 10-Q.

45

~~Table of Contents~~
38

RESULTS OF OPERATIONS ~~— NORTHEAST UTILITIES~~– EVERSOURCE ENERGY AND SUBSIDIARIES

The following provides the amounts and variances in operating revenues and expense line items ~~for~~in the ~~condensed consolidated~~ statements of income for NUEversource for the three months ended March 31, 2015 and 2014 included in this Quarterly Report on Form ~~10-Q for the three months ended March 31, 2014 and 2013:~~10-Q:

Operating Revenues and Expenses

For the Three Months Ended March 31,

Increase/

(Millions of Dollars)

2014

2013

(Decrease)

Percent

Operating Revenues

$
2,290.6

$
1,995.0

$
295.6

14.8
%
Operating Expenses:

Purchased Power, Fuel and Transmission

978.2

747.8

230.4

30.8

Operations and Maintenance

351.7

346.1

5.6

1.6

Depreciation

150.8

155.0

(4.2
)
(2.7
)
Amortization of Regulatory Assets, Net

57.9

54.0

3.9

7.2

Amortization of Rate Reduction Bonds

—

34.5

(34.5
)
(100.0
)
Energy Efficiency Programs

138.8

105.8

33.0

31.2

Taxes Other Than Income Taxes

145.5

132.9

12.6

9.5

Total Operating Expenses

1,822.9

1,576.1

246.8

15.7

Operating Income

$
467.7

$
418.9

$
48.8

11.6
%

Operating Revenues and Expenses

For the Three Months Ended March 31,

Increase/

(Millions of Dollars)
2015

2014

(Decrease)

Percent

Operating Revenues
$
2,513.4

$
2,290.6

$
222.8

9.7
%

Operating Expenses:

Purchased Power, Fuel and Transmission

1,162.1

978.2

183.9

18.8

Operations and Maintenance

333.4

351.7

(18.3)

(5.2)

Depreciation

163.8

150.8

13.0

8.6

Amortization of Regulatory Assets, Net

60.6

57.9

2.7

4.7

Energy Efficiency Programs

146.6

138.8

7.8

5.6

Taxes Other Than Income Taxes

149.4

145.5

3.9

2.7

Total Operating Expenses

2,015.9

1,822.9

193.0

10.6

Operating Income

497.5

467.7

29.8

6.4

Interest Expense

94.8

90.0

4.8

5.3

Other Income, Net

5.7

1.7

4.0

(a)

Income Before Income Tax Expense

408.4

379.4

29.0

7.6

Income Tax Expense

153.2

141.5

11.7

8.3

Net Income

255.2

237.9

17.3

7.3

Net Income Attributable to Noncontrolling Interests

1.9

1.9

-

-

Net Income Attributable to Controlling Interest
$
253.3

$
236.0

$
17.3

7.3
%

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

Operating Revenues

For the Three Months Ended March 31,

Increase/

(Millions of Dollars)
2015

2014

(Decrease)

Percent

Electric Distribution
$
1,760.1

$
1,585.9

$
174.2

11.0
%

Natural Gas Distribution

507.4

432.8

74.6

17.2

Total Distribution

2,267.5

2,018.7

248.8

12.3

Transmission

249.0

252.1

(3.1)

(1.2)

Total Regulated Companies

2,516.5

2,270.8

245.7

10.8

Other and Eliminations

(3.1)

19.8

(22.9)

(a)

Total Operating Revenues
$
2,513.4

$
2,290.6

$
222.8

9.7
%

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

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

For the Three Months Ended March 31,

2015

2014

Increase

Percent

Retail Electric Sales Volumes in GWh

14,448

14,348

100

0.7
%

Firm Natural Gas Sales Volumes in Million Cubic Feet

50,572

46,917

3,655

7.8

~~Operating Revenues~~

For the Three Months Ended March 31,

(Millions of Dollars)

2014

2013

Increase

Percent

Electric Distribution

$
1,585.9

$
1,374.2

$
211.7

15.4
%
Natural Gas Distribution

432.8

361.8

71.0

19.6

Total Distribution

2,018.7

1,736.0

282.7

16.3

Transmission

252.1

239.5

12.6

5.3

Total Regulated Companies

2,270.8

1,975.5

295.3

14.9

Other and Eliminations

19.8

19.5

0.3

1.5

Total Operating Revenues

$
2,290.6

$
1,995.0

$
295.6

14.8
%
~~A summary of our retail electric sales and firm natural gas sales were as follows:~~

For the Three Months Ended March 31,

2014

2013

Increase

Percent

Retail Electric Sales in GWh

14,348

13,796

552

4.0
%
Firm Natural Gas Sales in Million Cubic Feet

46,917

40,615

6,302

15.5

Operating ~~revenues~~Revenues increased ~~$295.6~~by $222.8 million ~~compared to~~in the first quarter of ~~2013. The~~2015, as compared to the same period in 2014.

Electric distribution segment revenues increased by $174.2 million as a result of the impact of both weather and increased rates on our base distribution revenues ($35 million), the 2014 Comprehensive Settlement Agreement at NSTAR Electric ($11 million), and the aggregate impact on revenues of corresponding costs that are recovered through our cost tracking mechanisms, which were the result of increases in energy supply costs ($211 million), offset by decreased costs associated with federally mandated congestion charges and transition costs ($46.6 million).

Energy supply costs were impacted by the overall New England wholesale energy supply market in which natural gas delivery costs are adversely impacting the cost of electric energy purchased for our retail electric customers. Energy supply costs are recovered from customers in rates through cost tracking mechanisms and therefore have no impact on earnings. Electric distribution segment revenues were favorably impacted by an increase in ~~revenue reflects higher~~base distribution revenues, which reflected a 0.7 percent increase in retail electric sales volumes driven primarily by the colder winter weather experienced throughout our service territories in the first quarter of 2015, and the impact of CL&P's base distribution rate case effective December 1, 2014. Additionally, in connection with the 2014 Comprehensive Settlement Agreement, NSTAR Electric recognized an $11 million benefit to distribution revenues in the first quarter of 2015. These increases were partially offset by decreases in rates related to the recovery of costs associated with federally mandated congestion charges and transition cost recovery revenues, which are also recovered through cost tracking mechanisms.

Effective December 1, 2014, CL&P’s distribution revenues were decoupled from its sales volumes and CL&P no longer recognized LBR. This is similar to WMECO's revenue decoupling mechanism in that it provides CL&P a base amount of distribution revenues ($1.041 billion on an annual basis) and effectively breaks the relationship between revenues and customer electricity usage. Revenue decoupling mechanisms ensure the recovery of our approved base distribution revenue requirements. Therefore, changes in sales volumes have no impact on the level of base distribution revenue realized. In the first quarter of 2014, which was colder than normal, CL&P’s rates were not decoupled.

39

The natural gas distribution segment revenues increased by $74.6 million due primarily to an increase in rates related to the recovery of costs associated with the procurement of natural gas supply ($56.1 million). Natural gas supply costs were impacted by the overall New England wholesale energy supply market in which natural gas delivery costs are adversely impacting the cost of natural gas purchased on behalf of our retail natural gas customers. Natural gas supply costs are recovered from customers in rates through cost tracking mechanisms and therefore have no impact on earnings. In addition, revenues increased due to the firm natural gas base distribution revenues increase ($12.4 million) due primarily to a 7.8 percent increase in firm natural gas sales volumes, ~~as a result of~~which was driven primarily by the colder winter. The weather conditions experienced were significantly colder than both normal ~~winter temperatures~~ and the ~~overall~~same period last year throughout our natural gas service territories in Connecticut and Massachusetts. Weather-normalized firm natural gas sales volumes (based on 30-year average temperatures) increased 3.2 percent in 2015, as compared to 2014, due primarily to residential and commercial customer growth.

The transmission segment revenues decreased by $3.1 million due primarily to the impact of the $20 million reserve related to the March 2015 FERC ROE order, partially offset by the recovery of higher ~~wholesale~~revenue requirements associated with ongoing investments in our transmission infrastructure.

Purchased Power, Fuel and Transmission expense includes costs associated with purchasing electricity and natural gas on behalf of our customers. These energy supply costs are recovered from customers in ~~New England.~~ rates through cost tracking mechanisms, which have no impact on earnings (tracked costs). Purchased Power, Fuel and Transmission increased in the first quarter of 2015, as compared to the same period in 2014, due primarily to the following:

(Millions of Dollars)
Increase/(Decrease)
Electric Distribution
$
138.6
Natural Gas Distribution
62.3
Transmission
0.9
Other and Eliminations
(17.9)
Total Purchased Power, Fuel and Transmission
$
183.9

The ~~wholesale~~increase in purchased power at the electric and natural gas distribution businesses were driven by the higher costs associated with the procurement of energy ~~markets~~supply. Our energy supply costs were impacted by higher natural gas ~~transportation~~delivery costs which, in addition to its impact on the cost of natural gas purchased on behalf of our retail natural gas customers, had an adverse impact on the cost of ~~purchased~~ electric energy purchased for our retail electric customers. ~~Fluctuations on wholesale energy~~

Operations and Maintenanceexpense includes tracked costs and costs that are recovered ~~from customers in rates~~through base electric and ~~therefore have no impact on earnings.~~
~~As noted above, the increase in distribution revenues reflect an increase of approximately 4 percent in retail electric sales and 15.5 percent in firm~~ natural gas ~~sales. The increase in sales volumes was driven primarily by the cold winter weather experienced throughout our service territories~~distribution rates; therefore variances impact earnings (non-tracked costs). Operations and Maintenance decreased in the first quarter of 2014. The winter was significantly colder than both normal and last year throughout New England. Weather-normalized retail electric sales (based on 30-year average temperatures) increased 1.3 percent in the first quarter of 2014,2015, as compared to the same period in ~~2013, reflecting a steady improvement in economic conditions across our service territory. Weather-normalized total firm natural gas sales~~ 2014, due primarily to the following:

(Millions of Dollars)
Increase/(Decrease)
Base Electric Distribution:
   Resolution of basic service bad debt adder mechanism at NSTAR Electric
$
(24.2)
   Increase in employee-related costs, including labor and benefits, as a result of the
   impact from winter weather and storms, as compared to the first quarter of 2014
10.5
   Implementation of a new outage restoration program at CL&P
3.9
   All other operations and maintenance
2.6
Total Base Electric Distribution
(7.2)
Total Base Natural Gas Distribution
3.6
Total Tracked costs (Transmission and Electric and Natural Gas Distribution)
(2.7)
Total Distribution and Transmission
(6.3)
Other and eliminations:
  Integration costs
(2.5)
  All other (including eliminations)
(9.5)
Total Operations and Maintenance
$
(18.3)

Depreciationincreased ~~3.6 percent~~ in the first quarter of ~~2014,~~2015, as compared to the same period in ~~2013,~~2014, due primarily ~~to residential and commercial customer growth.~~
The positive impacts on sales volume were partially offset by customer savings due to the impact of our respective utility-sponsored energy efficiency programs. Certain utility operating companies are permitted to bill customers for lost base revenues related to reductions in sales volume as a result of their energy efficiency. In the first quarter of 2014, the recognition of lost base revenues increased $4.8 million compared to the first quarter of 2013.
~~The increase in transmission revenues, net of applicable eliminations, reflects the recovery of higher transmission expenses including ongoing investments in our transmission infrastructure.~~
46

~~Table of Contents~~
~~Purchased Power, Fuel and Transmission~~ ~~increased in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to the following:~~
(Millions of Dollars)

Increase/(Decrease)

Electric distribution segment fuel and energy supply costs

$
238.8

Firm natural gas sales related costs

33.9

Transmission segment costs

35.2

Other and eliminations

11.1

Partially offset by:

Electric distribution segment deferred fuel costs

(88.6
)

$
230.4

~~Operations and Maintenance~~ ~~increased in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to the following:~~
(Millions of Dollars)

Increase/(Decrease)

Electric Distribution:

Bad debt expense

$
6.9

General and administrative

7.4

Pension and employee benefit costs

(15.3
)
Storm costs

(5.3
)
Total Electric Distribution

(6.3
)
Total Natural Gas Distribution

4.1

Total Distribution

(2.2
)
Total Transmission maintenance costs

2.4

Other and eliminations:

Integration and severance costs

6.9

Other

(1.5
)
Total Operations and Maintenance

$
5.6

The Operations and Maintenance expense increase of $5.6 million includes costs that are recovered through cost tracking mechanisms, which have no earnings impact. The Operations and Maintenance expenses that are recovered through base distribution rates (and therefore impact earnings) decreased $3.7 million in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to a decrease in pension and employee benefit costs.
~~Depreciation~~ decreased in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to a decrease in CYAPC and YAEC decommissioning collections ($12.5 million), partially offset by an increase related to higher utility plant balances resulting from completed construction projects placed into service ~~($8.3 million).~~and an increase in depreciation rates at CL&P as a result of the distribution rate case effective December 1, 2014.

Amortization of Regulatory Assets, Net,which are tracked costs, include certain regulatory-approved tracking mechanisms. Fluctuations in these costs are recovered from customers in rates and have no impact on earnings. Amortization of Regulatory Assets, Net, increased in the first quarter of ~~2014,~~2015, as compared to the ~~first quarter of 2013,~~same period in 2014, due primarily to the following:

(Millions of Dollars)

Increase/(Decrease)

Recovery of transition costs at NSTAR Electric

$
(31.2
)
Increases in the SCRC, ES and TCAM amortizations at PSNH

15.7

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

14.3

Other

5.1

$
3.9

(Millions of Dollars)
Increase/(Decrease)
NSTAR Electric (primarily 2014 Comprehensive Settlement Agreement and
  deferred transition costs)
$
(21.3)
CL&P (primarily storm cost recovery and energy supply and energy-related costs)

18.4
PSNH (primarily default energy service charge)
2.5
WMECO
3.5
Other
(0.4)
Total Amortization of Regulatory Assets, Net
$
2.7

~~Amortization of Rate Reduction Bonds~~ ~~decreased~~

40

In connection with the 2014 Comprehensive Settlement Agreement, NSTAR Electric recognized an $11.7 million benefit in the first quarter of ~~2014,~~2015, which was recorded as ~~compared~~a reduction to ~~the first quarter of 2013, due to the maturity~~amortization expense. The CL&P amount reflects an increase in ~~2013 of RRBs of NSTAR Electric, PSNH,~~storm cost recovery, which was approved and ~~WMECO.~~included in distribution rates effective December 1, 2014.

Energy Efficiency Programs, which are tracked costs, increased in the first quarter of ~~2014,~~2015, as compared to the ~~first quarter of 2013,~~same period in 2014, due primarily to an increase in energy efficiency costs in accordance with the three-year program guidelines established by the DPU at NSTAR ~~Electric and WMECO and expanded energy conservation programs at CL&P in 2014. All costs are fully recovered through approved tracking mechanisms and therefore do not impact earnings.~~Electric.

Taxes Other Than Income Taxes increased in the first quarter of ~~2014,~~2015, as compared to the first quarter of 2013, due primarily to an increase in property taxes ($7.5 million) as a result of both an increase in utility plant balances and property tax rates, and an increase in the Connecticut gross earnings tax ($6 million) attributable to an increase in retail revenues.
~~Interest Expense~~ increased $13.7 million in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to the absence of the favorable impact from the resolution of a state income tax audit in the first quarter of 2013 ($8.8 million) and lower interest income on deferred transition costs ($4.5 million).
~~Other Income, Net~~ ~~decreased $6.1 million in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to lower mark-to-market gains associated with marketable securities held in trust.~~
47

~~Table of Contents~~
~~Income Tax Expense~~

For the Three Months Ended March 31,

(Millions of Dollars)

2014

2013

Increase

Percent

Income Tax Expense

$
141.5

$
120.5

$
21.0

17.4
%
Income Tax Expense increased in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to higher pre-tax earnings ($13.1 million), the absence of the favorable impact from the resolution of a state income tax audit in the first quarter of 2013 ($4.8 million), and higher state taxes ($3.7 million).
48

~~Table of Contents~~
~~RESULTS OF OPERATIONS — THE CONNECTICUT LIGHT AND POWER COMPANY~~
The following provides the amounts and variances in operating revenues and expense line items for the condensed statements of income for CL&P included in this Quarterly Report on Form 10-Q for the three months ended March 31, 2014 and 2013:

Operating Revenues and Expenses

For the Three Months Ended March 31,

(Millions of Dollars)

2014

2013

Increase

Percent

Operating Revenues

$
734.6

$
624.1

$
110.5

17.7
%
Operating Expenses:

Purchased Power and Transmission

281.4

229.3

52.1

22.7

Operations and Maintenance

109.5

108.9

0.6

0.6

Depreciation

46.1

42.4

3.7

8.7

Amortization of Regulatory Assets, Net

29.9

10.8

19.1

(a)

Energy Efficiency Programs

42.7

22.8

19.9

87.3

Taxes Other Than Income Taxes

67.0

60.2

6.8

11.3

Total Operating Expenses

576.6

474.4

102.2

21.5

Operating Income

$
158.0

$
149.7

$
8.3

5.5
%
~~(a) Percent greater than 100 percent not shown as it is not meaningful.~~
~~Operating Revenues~~
~~CL&P’s retail sales were as follows:~~

For the Three Months Ended March 31,

2014

2013

Increase

Percent

Retail Sales in GWh

5,949

5,681

268

4.7
%
CL&P’s Operating revenues increased $110.5 million compared to the first quarter of 2013. The increase in revenue reflects higher retail sales volumes as a result of the significantly colder than normal winter temperatures and the overall impact of higher wholesale energy costs in New England. The wholesale energy markets were impacted by higher natural gas transportation costs, which had an adverse impact on the cost of purchased electric energy for our retail customers. Fluctuations on wholesale energy costs are recovered from customers in rates and therefore have no impact on earnings.
As noted above, the increase in base distribution revenues reflects an increase of 4.7 percent in retail sales. This increase was due primarily to the colder winter weather experienced in the first quarter of 2014, when the average daily temperature was 5 degrees lower than the same period in ~~2013.~~
~~The increase in transmission revenues reflects recovery of higher transmission expenses including ongoing investments in our transmission infrastructure.~~
~~Purchased Power and Transmission~~ ~~increased in the first quarter of~~ 2014, ~~as compared to the first quarter of 2013, due primarily to the following:~~

Three Months Ended

(Millions of Dollars)

Increase/(Decrease)

GSC Supply Costs

$
101.1

Transmission Costs

6.5

Deferred Fuel Costs

(55.8
)
Other

0.3

$
52.1

The increase in GSC supply costs was due primarily to higher average supply prices and an increase in GSC loads as a result of an increase in retail sales and customers returning to standard offer from third party suppliers.   On July 1, 2013, CL&P began to procure approximately 30 percent of GSC load. Costs associated with the remaining 70 percent of the GSC load are the contractual amounts CL&P must pay to various suppliers that have been awarded the right to supply SS and LRS load through a competitive solicitation process. The increase in transmission costs was the result of an increase in the retail transmission deferral, which reflects the actual costs of transmission service compared to estimated billed amounts. The decrease in deferred fuel costs was due primarily to higher average supply prices, as compared to prices projected when standard service rates were set. Purchased Power and Transmission costs are included in regulatory-approved tracking mechanisms and do not impact earnings.
~~Operations and Maintenance~~ increased in the first quarter of 2014, as compared to the first quarter of 2013, due to higher bad debt expense ($5.5 million), higher distribution general and administrative costs ($2.3 million), higher routine maintenance costs ($1.5 million), and other operating costs ($1 million). Offsetting these increases was a decrease in pension and PBOP costs ($9.7 million).
~~Depreciation~~ ~~increased in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to higher utility plant balances resulting from completed construction projects placed into service.~~
~~Amortization of Regulatory Assets, Net~~ ~~increased in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to an increase in amortization expense related to previously deferred congestion charges.~~
49

~~Table of Contents~~
~~Energy Efficiency Programs~~ increased in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to expanded energy conservation programs in 2014. All costs are fully recovered through PURA-approved tracking mechanisms and therefore do not impact earnings.
~~Taxes Other Than Income Taxes~~ ~~increased in the first quarter of 2014, as compared to the first quarter of 2013,~~ due primarily to an increase in property taxes as a result of both an increase in utility plant balances and property tax ~~rates ($3.9 million). In addition, there was an increase in the Connecticut gross earnings tax attributable to an increase in retail revenues ($3.6 million).~~rates.

Interest Expenseincreased ~~$4.5 million in first quarter of 2014, as compared to the first quarter of 2013, due primarily to the absence in 2014 of the favorable impact from the resolution of a state income tax audit~~ in the first quarter of ~~2013.~~2015, as compared to the same period in 2014, due primarily to higher other interest expense ($4.5 million) due primarily to interest on regulatory deferral mechanisms.

Other Income, Net~~decreased $3.1~~increased in the first quarter of 2015, as compared to the same period in 2014, due primarily to higher AFUDC related to equity funds ($1.9 million) and net gains on marketable securities ($1.6 million).

Income Tax Expense increased in the first quarter of 2015, as compared to the same period in 2014, due primarily to higher pre-tax earnings ($10.1 million) and higher state taxes ($1.4 million).

41

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 March 31, 2015 and 2014 included in this Quarterly Report on Form 10-Q:

For the Three Months Ended March 31,

Increase/

(Millions of Dollars)
2015

2014

(Decrease)

Percent

Operating Revenues
$
804.9

$
734.6

$
70.3

9.6
%
Operating Expenses:

Purchased Power and Transmission

333.6

281.4

52.2

18.6

Operations and Maintenance

117.4

109.5

7.9

7.2

Depreciation

52.9

46.1

6.8

14.8

Amortization of Regulatory Assets, Net

48.3

29.9

18.4

61.5

Energy Efficiency Programs

42.8

42.7

0.1

0.2

Taxes Other Than Income Taxes

68.1

67.0

1.1

1.6

Total Operating Expenses

663.1

576.6

86.5

15.0

Operating Income

141.8

158.0

(16.2)

(10.3)

Interest Expense

36.6

34.2

2.4

7.0

Other Income, Net

2.2

1.0

1.2

(a)

Income Before Income Tax Expense

107.4

124.8

(17.4)

(13.9)

Income Tax Expense

38.2

45.5

(7.3)

(16.0)

Net Income
$
69.2

$
79.3

$
(10.1)

(12.7)
%

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

Operating Revenues

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

For the Three Months Ended March 31,

2015

2014

Increase

Percent

Retail Sales Volumes in GWh

5,994

5,949

45

0.8
%

CL&P's Operating Revenues increased by $70.3 million in the first quarter of ~~2014,~~2015, as compared to the same period in 2014.

Distribution revenues increased by $78.8 million as a result of increases in energy supply costs ($101.6 million) and the impact of increased rates on base distribution revenues ($29.2 million), which was primarily attributable to the impact of CL&P's base distribution rate case effective December 1, 2014. The increase in distribution revenues was partially offset by decreased costs associated with federally mandated congestion charges ($30.3 million), and a decrease in retail transmission revenues and competitive transition assessment charges. Energy supply costs were impacted by the overall New England wholesale energy supply market in which natural gas delivery costs are adversely impacting the cost of electric energy purchased for our retail customers. Energy supply costs, federally mandated congestion charges, retail transmission revenues and competitive transition assessment charges are recovered from customers in rates through cost tracking mechanisms and therefore have no impact on earnings.

Effective December 1, 2014, CL&P’s distribution revenues were decoupled from its sales volumes and CL&P no longer recognized LBR. The revenue decoupling mechanism provides a base amount of distribution revenues ($1.041 billion on an annual basis) and effectively breaks the relationship between revenues and customer electricity usage. Revenue decoupling mechanisms ensure the recovery of our approved base distribution revenue requirements. Therefore, changes in sales volumes have no impact on the level of base distribution revenue realized. In the first quarter of ~~2013,~~2014, which was colder than normal, CL&P’s rates were not decoupled.

Transmission revenues decreased by $8.5 million due primarily to ~~lower mark-to-market gains~~the impact of the $12.5 million reserve related to the March 2015 FERC ROE order, partially offset by the recovery of higher revenue requirements associated with ~~marketable securities held~~ongoing investments in ~~trust.~~our transmission infrastructure.

~~Income Tax Expense~~Purchased Power and Transmission

For the Three Months Ended March 31,

(Millions of Dollars)

2014

2013

Increase

Percent

Income Tax Expense

$
45.5

$
39.2

$
6.3

16.1
%
~~Income Tax Expense~~ 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 increased in the first quarter of ~~2014,~~2015, as compared to the ~~first quarter of 2013,~~same period in 2014, due primarily to the ~~absence~~following:

(Millions of Dollars)
Increase/(Decrease)
Purchased Power Costs
$
71.3
Transmission Costs
(18.2)
Other
(0.9)
Total Purchased Power and Transmission
$
52.2

Included in ~~2014~~purchased power are the costs associated with CL&P's generation services charge (GSC) and deferred energy costs. The GSC recovers energy-related costs incurred as a result of providing electric generation service supply to all customers that have not migrated to competitive energy suppliers. The increase in purchased power was due primarily to higher costs associated with the ~~favorable impact~~procurement of energy supply and increased load as a result of customers returning to standard offer from third party suppliers. The decrease in transmission costs was the ~~resolution~~result of a ~~state income tax audit~~decrease in the retail transmission cost deferral, which reflects the actual costs of transmission service compared to estimated amounts billed to customers.

Operations and Maintenanceexpense includes tracked costs and costs that are part of base distribution rates with changes impacting earnings (non-tracked costs). Operations and Maintenance increased in the first quarter of ~~2013~~2015, as compared to the same period in 2014, driven by a $6.7 million increase in non-tracked costs, which was primarily attributable to an increase in costs for the implementation of a new outage restoration program

42

that began in the second quarter of 2014, higher storm restoration costs and higher vegetation management costs, partially offset by lower employee-related costs, including benefit costs. Additionally, there was a $1.2 million increase in tracked costs, which have no earnings impact, that was primarily attributable to increased transmission expenses.

Depreciation increased in the first quarter of 2015, as compared to the same period in 2014, due primarily to an increase in depreciation rates as a result of the distribution rate case decision that was effective December 1, 2014 and higher utility plant balances resulting from completed construction projects placed into service.

Amortization of Regulatory Assets, Net¸ increased in the first quarter of 2015, as compared to the same period in 2014, due primarily to an increase in storm cost recovery, which was approved and included in distribution rates effective December 1, 2014, as well as energy supply and energy-related costs that can fluctuate from period to period based on the timing of costs incurred and related rate changes to recover these costs. Fluctuations in energy supply and energy-related costs, which are the primary drivers in amortization, are recovered from customers in rates and have no impact on earnings.

Taxes Other Than Income Taxes increased in the first quarter of 2015, as compared to the same period in 2014, due primarily to an increase in property taxes as a result of both an increase in utility plant balances and property tax rates.

Interest Expenseincreased in the first quarter of 2015, as compared to the same period in 2014, due primarily to an increase in other interest expense due to interest on regulatory deferral mechanisms ($~~2.9~~1.8 million), and an increase in interest on long-term debt ($0.6 million) as a result of a new debt issuance in April 2014.

Other Income, Netincreased in the first quarter of 2015, as compared to the same period in 2014, due primarily to higher AFUDC related to equity funds ($0.8 million).

Income Tax Expense decreased in the first quarter of 2015, as compared to the same period in 2014, due primarily to lower pre-tax earnings ($~~1.6~~6.1 million), and ~~higher~~lower state taxes ($~~0.9~~1.1 million).

EARNINGS SUMMARY

For the Three Months Ended March 31,

(Millions of Dollars)

2014

2013

Net Income

$
79.3

$
85.0

CL~~&P’s~~&P's earnings decreased ~~$5.7~~$10.1 million in the first quarter of ~~2014,~~2015, as compared to the ~~first quarter of 2013,~~same period in 2014, due primarily to a $7.9 million after-tax reserve related to the ~~absence~~March 2015 FERC ROE order, an increase in ~~2014 of~~operations and maintenance costs, which was primarily attributable to an increase in costs for the ~~favorable impact from the resolution~~implementation of a ~~state income tax audit~~new outage restoration program that began in the ~~first~~second quarter of ~~2013~~2014, higher storm restoration costs and higher vegetation management costs, and higher depreciation and property tax ~~expense and depreciation.~~expense. Partially offsetting these unfavorable earnings impacts were higher ~~retail electric sales~~distribution revenues due primarily to ~~colder weather in~~ the ~~first quarter~~impact of the December 1, 2014 ~~as compared to the first quarter of 2013.~~base distribution rate increase.

LIQUIDITY

CL&P had cash flows provided by operating activities of $133.9 million in the first quarter of 2015, compared with $95.5 million in the first quarter of ~~2014, compared with $26.4~~2014. The improved operating cash flows were due primarily to income tax refunds of $122.4 million in the first quarter of ~~2013. The improved cash flows were due primarily to the absence of cash disbursements for major storm restoration costs in the first quarter of 2014, as~~2015, compared ~~to the first quarter of 2013, and~~with income tax refunds of $11.7 million in the first quarter of ~~2014, as compared to $1.6 million in the first quarter of 2013, partially offset by an unfavorable cash flow~~2014. Partially offsetting this favorable impact ~~relating to traditional working capital amounts principally due to~~was the timing of regulatory recoveries, resulting from the increase in federally mandated congestion charges, along with timing of collections and payments related to our working capital items, including accounts ~~receivables.~~receivable and accounts payable. Accounts receivable increased due primarily to the basic service rate increase effective January 1, 2015 and the increase in distribution rates effective December 1, 2014.

Investments in Property, Plant and Equipment on the ~~accompanying~~ statements of cash flows do not include amounts incurred on capital projects but not yet paid, cost of removal, AFUDC related to equity funds, and the capitalized portions of pension expense. In the first quarter of ~~2014,~~2015, investments for CL&P were ~~$108~~$127.6 million.

On April ~~24, 2014,~~1, 2015, CL&P ~~issued $250~~repaid at maturity the $100 million ~~of 4.30~~5.00 percent ~~2014~~ Series A First and Refunding Mortgage Bonds ~~due~~using short-term borrowings. On April 1, 2015, CL&P also redeemed the $62 million 1996A Series 1.55 percent PCRBs that were subject to ~~mature in April 2044. The proceeds, net of issuance costs, were used to repay short-term borrowings from NU parent.~~mandatory tender, using short term borrowings.

NUES parent, and certain of its subsidiaries, including CL&P, are parties to a ~~joint~~ five-year $1.45 billion revolving credit facility ~~due to expire on~~that expires September 6, ~~2018.~~2019. The revolving credit facility is ~~to be~~ used primarily to backstop ~~the~~ES parent's $1.45 billion commercial paper ~~program at NU parent.~~program. The commercial paper program allows NUES parent to issue commercial paper as a form of short-term debt with intercompany loans to ~~its~~certain subsidiaries, including CL&P. As of March 31, ~~2014 and December 31, 2013,~~2015, there were intercompany loans from NUES parent of ~~$351.6~~$190.1 million ~~and $287.3~~to CL&P. As of December 31, 2014, there were intercompany loans from ES parent of $133.4 million ~~respectively,~~ to CL&P.

~~Additional financing~~Financing activities in the first quarter of ~~2014~~2015 included ~~$42.8~~$49 million in common stock dividends paid to NUES parent.

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

43
50

~~Table of Contents~~
RESULTS OF OPERATIONS —– NSTAR ELECTRIC COMPANY AND SUBSIDIARY

The following provides the amounts and variances in operating revenues and expense line items ~~for~~in the ~~condensed consolidated~~ statements of income for NSTAR Electric for the three months ended March 31, 2015 and 2014 included in this Quarterly Report on Form ~~10-Q for the three months ended March 31, 2014 and 2013:~~10-Q:

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

(Millions of Dollars)

2014

2013

Increase/
(Decrease)

Percent

Operating Revenues

$
666.2

$
592.3

$
73.9

12.5
%
Operating Expenses:

Purchased Power and Transmission

319.1

214.1

105.0

49.0

Operations and Maintenance

85.9

92.3

(6.4
)
(6.9
)
Depreciation

46.6

45.4

1.2

2.6

Amortization of Regulatory Assets, Net

15.7

47.0

(31.3
)
(66.6
)
Amortization of Rate Reduction Bonds

—

15.1

(15.1
)
(100.0
)
Energy Efficiency Programs

48.3

51.7

(3.4
)
(6.6
)
Taxes Other Than Income Taxes

32.2

32.2

—

—

Total Operating Expenses

547.8

497.8

50.0

10.0

Operating Income

$
118.4

$
94.5

$
23.9

25.3
%

For the Three Months Ended March 31,

Increase/

(Millions of Dollars)
2015

2014

(Decrease)

Percent

Operating Revenues
$
766.8

$
666.2

$
100.6

15.1
%
Operating Expenses:

Purchased Power and Transmission

401.9

319.1

82.8

25.9

Operations and Maintenance

75.8

85.9

(10.1)

(11.8)

Depreciation

48.8

46.6

2.2

4.7

Amortization of Regulatory Assets/(Liabilities), Net

(5.6)

15.7

(21.3)

(a)

Energy Efficiency Programs

55.4

48.3

7.1

14.7

Taxes Other Than Income Taxes

31.0

32.2

(1.2)

(3.7)

Total Operating Expenses

607.3

547.8

59.5

10.9

Operating Income

159.5

118.4

41.1

34.7

Interest Expense

20.4

21.1

(0.7)

(3.3)

Other Income, Net

0.6

-

0.6

(a)

Income Before Income Tax Expense

139.7

97.3

42.4

43.6

Income Tax Expense

56.1

39.2

16.9

43.1

Net Income
$
83.6

$
58.1

$
25.5

43.9
%

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

Operating Revenues

NSTAR Electric's retail sales volumes were as follows:

For the Three Months Ended March 31,

2015

2014

Increase

Percent

Retail Sales Volumes in GWh

5,433

5,358

75

1.4
%
~~Operating Revenues~~
NSTAR ~~Electric’s retail sales were as follows:~~

For the Three Months Ended March 31,

2014

2013

Increase

Percent

Retail Sales in GWh

5,358

5,194

164

3.2
%
~~NSTAR Electric’s~~Electric's Operating ~~revenues~~Revenues increased ~~$73.9~~by $100.6 million ~~compared to~~in the first quarter of ~~2013. The~~2015, as compared to the same period in 2014.

Distribution revenues increased due primarily to an increase in ~~revenue reflects higher~~rates related to the recovery of costs associated with the procurement of energy supply, which increased $110.5 million, and increased cost recovery related to our energy efficiency programs. The energy supply costs were impacted by the overall wholesale electricity market in New England in which natural gas delivery costs are adversely impacting the cost of electric energy purchased for our retail ~~sales volumes~~customers. In addition, base distribution revenues increased as a result of the ~~significantly colder than normal winter temperatures~~impact from the recognition of LBR ($3.8 million) and the ~~overall impact of higher wholesale~~colder winter weather in 2015 ($2.6 million). These increases were partially offset by decreased retail transmission revenues and transition cost recovery revenues. Energy supply costs, energy efficiency program costs, ~~in New England. The wholesale energy markets were impacted by higher natural gas transportation costs, which had an adverse impact on the~~retail transmission revenues and transition cost ~~of purchased electric energy for our retail customers. Fluctuations on wholesale energy costs~~recovery revenues are recovered from customers in rates through cost tracking mechanisms and therefore have no impact on earnings.

~~As noted above, the increase in base distribution~~Transmission revenues ~~reflects a 3.2 percent increase in retail sales. The increase in sales volume was due primarily to colder winter weather~~increased $7.1 million in the first quarter of ~~2014. The average daily temperature~~2015, as compared to the same period in ~~Boston was over 3 degrees lower than~~2014, due primarily to the recovery of higher revenue requirements associated with ongoing investments in our transmission infrastructure, partially offset by the impact of a $2.4 million reserve related to the March 2015 FERC ROE order. For further information on the March 2015 FERC ROE order, see "FERC Regulatory Issues – FERC ROE Complaints" in thisManagement's Discussion and Analysis of Financial Conditions and Results of Operations.

Additionally, in connection with the 2014 Comprehensive Settlement Agreement, NSTAR Electric recognized an $11 million benefit in the first quarter of ~~2013.~~2015, which was recorded as an increase to operating revenues. For further information, see "Regulatory Developments and Rate Matters – Massachusetts – 2014 Comprehensive Settlement Agreement" in thisManagement's Discussion and Analysis of Financial Conditions and Results of Operations.
The positive impacts on sales volume were partially offset by customer savings due to the impact of our energy efficiency programs. NSTAR Electric is permitted to bill customers for lost base revenues related to reductions in sales volume as a result of its energy efficiency. In the first quarter of 2014, the recognition of lost base revenues increased $4.8 million compared to the first quarter of 2013.
~~The increase in transmission revenues reflects recovery of higher transmission expenses including continuing transmission infrastructure investments.~~

Purchased Power and Transmissionexpense includes costs associated with purchasing electricity on behalf of NSTAR Electric's customers. These energy supply costs are recovered from customers in DPU-approved cost tracking mechanisms which have no impact on earnings (tracked costs). Purchased Power and Transmission increased in the first quarter of ~~2014,~~2015, as compared to the ~~first quarter of 2013,~~same period in 2014, due primarily to the following:

(Millions of Dollars)

Three Months Ended
Increase/(Decrease)

Basic Service Costs

$
106.8

Transmission Costs

18.8

Purchased Power Contracts

12.2

Deferred Fuel Costs

(32.8
)

$
105.0

(Millions of Dollars)
Increase/(Decrease)
Purchased Power Costs
$
99.0
Transmission Costs

(16.1)
Other
(0.1)
Total Purchased Power and Transmission
$
82.8

The increase in ~~Basic Service costs~~purchased power was due primarily ~~related~~ to higher ~~average supply prices.~~costs associated with the procurement of energy supply. The ~~increase~~decrease in transmission costs was due primarily to ~~higher~~lower RNS service expense. The increase in purchased power contracts was due primarily to higher congestion charges. The decrease in deferred fuel costs was due primarily to higher average supply prices, as compared to the prices projected when Basic Service rates were set. Purchased Power and Transmission costs are included in regulatory-approved tracking mechanisms and do not impact earnings.

Operations and Maintenanceexpense includes tracked costs and costs that are part of base distribution rates with changes impacting earnings (non-tracked costs). Operations and Maintenance decreased in the first quarter of 2015, as compared to the same period in 2014, driven by an $11.2 million reduction in non-tracked costs, which was primarily attributable to the resolution of the basic service bad debt adder mechanism ($24.2 million), partially offset by an increase in labor and employee benefits expense, as a result of the impact from winter weather and storms, as

44

compared to the first quarter of ~~2013, due~~2014. Tracked costs, which have no earnings impact, increased $1.1 million, which was primarily attributable to ~~lower employee benefit costs ($6 million) and lower storm-related costs ($2 million), partially offset by higher bad debt expense ($0.6 million), and other operating expenses ($1 million).~~increased transmission expenses.

Depreciationincreased in the first quarter of ~~2014,~~2015, as compared to the ~~first quarter of 2013,~~same period in 2014, due primarily to higher utility plant balances resulting from completed construction projects placed into service.
51

~~Table of Contents~~
Amortization of Regulatory ~~Assets,~~Assets/(Liabilities), Net, ~~decreased in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to~~reflects a decrease in the recovery of previously deferred tracked transition ~~costs.~~
~~Amortization~~costs for the first quarter of ~~Rate Reduction Bonds~~ ~~decreased~~2015, as compared to the same period in 2014. Fluctuations in these costs are recovered from customers in rates and have no impact on earnings. Additionally, in connection with the 2014 Comprehensive Settlement Agreement, NSTAR Electric recognized an $11.7 million benefit in the first quarter of 2015, which was recorded as a reduction to amortization expense. For further information, see "Regulatory Developments and Rate Matters – Massachusetts – 2014 ~~as compared to the first quarter~~Comprehensive Settlement Agreement" in thisManagement's Discussion and Analysis of ~~2013, due to the maturity~~Financial Conditions and Results of ~~the RRBs in March 2013.~~Operations.

Energy Efficiency Programs ~~decreased~~, which are tracked costs, increased in the first quarter of ~~2014,~~2015, as compared to the ~~first quarter of 2013,~~same period in 2014, due primarily to ~~a decrease in the amortization of previously deferred costs ($8 million), partially offset by~~ an increase in energy efficiency costs incurred in accordance with the three-year program guidelines established by the ~~DPU ($4.6 million). All costs are fully recovered through DPU-approved tracking mechanisms and therefore do not impact earnings.~~DPU.

~~Taxes Other Than Income Taxes~~Interest Expense ~~remained unchanged~~decreased in the first quarter of 2015, as compared to the same period in 2014, due primarily to a decrease in interest on long-term debt ($2.1 million), partially offset by an increase in other interest expense in connection with the 2014 Comprehensive Settlement Agreement ($1 million).

Income Tax Expense increased in the first quarter of 2015, as compared to the same period in 2014, due primarily to higher pre-tax earnings ($14.8 million) and higher state taxes ($2.3 million).

EARNINGS SUMMARY

NSTAR Electric's earnings increased $25.5 million in the first quarter of 2015, as compared to the same period in 2014, due primarily to the resolution of the basic service bad debt adder mechanism ($14.5 million), the favorable impact associated with the 2014 Comprehensive Settlement Agreement ($13 million), higher LBR and higher retail sales volumes. These favorable earnings impacts were partially offset by an increase in operations and maintenance costs due primarily to an increase in labor and employee benefits expense as a result of the impact from winter weather and storms, a $1.4 million after-tax reserve related to the March 2015 FERC ROE order, and higher depreciation expense.

LIQUIDITY

NSTAR Electric had cash flows provided by operating activities of $221.3 million in the first quarter of 2015, compared with $191.4 million in the first quarter of 2014. The improved operating cash flows were due primarily to changes in working capital items, including the timing of accounts receivable from affiliated companies, and income tax refunds of $84.6 million in the first quarter of 2015, compared with income tax payments of $17.3 million in the first quarter of 2014. Partially offsetting these favorable cash flow impacts were the timing of regulatory recoveries, resulting from the increase in purchased power costs, along with the timing of collections related to our accounts receivable. Accounts receivable increased due primarily to higher sales volumes in the first quarter of 2015 as a result of colder weather and an increase in basic service rates effective January 1, 2015.

NSTAR Electric has a five-year $450 million revolving credit facility that expires September 6, 2019. This facility serves to backstop NSTAR Electric's existing $450 million commercial paper program. As of March 31, 2015 and December 31, 2014, NSTAR Electric had $215.5 million and $302 million, respectively, in short-term borrowings outstanding under its commercial paper program, leaving $234.5 million and $148 million of available borrowing capacity as of March 31, 2015 and December 31, 2014, respectively. The weighted-average interest rate on these borrowings as of March 31, 2015 and December 31, 2014 was 0.35 percent and 0.27 percent, respectively, which is generally based on A2/P1 rated commercial paper.

45

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

The following provides the amounts and variances in operating revenues and expense line items in the statements of income for PSNH for the three months ended March 31, 2015 and 2014 included in this Quarterly Report on Form 10-Q:

For the Three Months Ended March 31,

Increase/

(Millions of Dollars)
2015

2014

(Decrease)

Percent

Operating Revenues
$
284.8

$
299.8

$
(15.0)

(5.0)
%

Operating Expenses:

Purchased Power, Fuel and Transmission

99.6

115.3

(15.7)

(13.6)

Operations and Maintenance

58.4

62.2

(3.8)

(6.1)

Depreciation

25.6

24.2

1.4

5.8

Amortization of Regulatory Assets, Net

15.1

12.6

2.5

19.8

Energy Efficiency Programs

3.8

3.8

-

-

Taxes Other Than Income Taxes

19.1

17.7

1.4

7.9

Total Operating Expenses

221.6

235.8

(14.2)

(6.0)

Operating Income

63.2

64.0

(0.8)

(1.3)

Interest Expense

11.3

12.0

(0.7)

(5.8)

Other Income, Net

0.4

0.3

0.1

33.3

Income Before Income Tax Expense

52.3

52.3

-

-

Income Tax Expense

20.3

19.7

0.6

3.0

Net Income
$
32.0

$
32.6

$
(0.6)

(1.8)
%

Operating Revenues

PSNH's retail sales volumes were as follows:

For the Three Months Ended March 31,

2015

2014

Decrease

Percent

Retail Sales Volumes in GWh

2,067

2,076

(9)

(0.5)
%

PSNH's Operating Revenues decreased $15 million in the first quarter of 2015, as compared to the same period in 2014. The decrease primarily relates to a $6.8 million reduction in wholesale generation revenues, which impact the timing of the recovery of generation and energy supply costs from customers. In addition, stranded costs revenues decreased $5 million in the first quarter of 2015, as compared to the same period in 2014 and there was the impact of a $1 million reserve related to the March 2015 FERC ROE order recorded in the first quarter of 2015. Base distribution revenues increased $1.1 million, as compared to the first quarter of ~~2013,~~2014, as a result of the colder winter weather in 2015 and its impacts on residential retail sales.

Purchased Power, Fuel and Transmissionexpense includes costs associated with PSNH's generation of electricity as well as purchasing electricity on behalf of its customers. These generation and energy supply costs are recovered from customers in NHPUC-approved cost tracking mechanisms, which have no impact on earnings (tracked costs). Purchased Power, Fuel and Transmission decreased in the first quarter of 2015, as compared to the same period in 2014, due primarily to the following:

(Millions of Dollars)
Increase/(Decrease)
Generation Fuel Costs
$
(12.7)
Purchased Power Costs
(4.6)
Other
1.6
Total Purchased Power, Fuel and Transmission
$
(15.7)

PSNH procures power through its own generation, long-term power supply contracts and short-term purchases and spot purchases in the competitive New England wholesale power market. The decrease in generation fuel costs was due primarily to a decrease in the amount of electricity generated by PSNH facilities and a decrease in fuel prices in the first quarter of 2015, as compared to the same period in 2014. The decrease in purchased power costs was due to lower ~~average municipal property tax~~power prices of short-term and spot purchases made in the wholesale power market in the first quarter of 2015, as compared to the same period in 2014.

Operations and Maintenanceexpense includes tracked costs and costs that are part of base distribution rates ~~offset~~with changes impacting earnings (non-tracked costs). Operations and Maintenance decreased in the first quarter of 2015, as compared to the same period in 2014, driven by a $2.1 million reduction in tracked costs, which have no earnings impact, and a $1.7 million reduction in non-tracked costs, both of which were primarily attributable to lower employee-related costs, including benefit costs.

Depreciationincreased in the first quarter of 2015, as compared to the same period in 2014, due primarily to higher utility plant balances resulting from completed construction projects placed into service.

Amortization of Regulatory Assets, Net, reflects an increase in the recovery of the default energy service charge and other amortizations for the first quarter of 2015, as compared to the same period in 2014. Fluctuations in these costs are recovered from customers in rates and have no impact on earnings.

Taxes Other Than Income Taxes increased in the first quarter of 2015, as compared to the same period in 2014, due primarily to an increase in property taxes as a result of an increase in utility plant balances.

46

~~Interest~~Income Tax Expense increased ~~$5.1~~in the first quarter of 2015, as compared to the same period in 2014, due primarily to lower permanent tax impacts ($0.6 million).

EARNINGS SUMMARY

PSNH's earnings decreased $0.6 million in the first quarter of ~~2014,~~2015, as compared to the ~~first quarter of 2013,~~same period in 2014, due primarily to ~~lower regulatory interest income primarily from deferred transition costs ($4.7 million), as well as higher average long-term debt outstanding.~~
~~Other Income/(Loss), Net~~ ~~decreased $0.8~~a $0.6 million ~~in the first quarter of 2014, as compared~~after-tax reserve related to the ~~first quarter of 2013, due primarily to lower gains on the deferred compensation plans.~~
~~Income Tax Expense~~

For the Three Months Ended March 31,

(Millions of Dollars)

2014

2013

Increase

Percent

Income Tax Expense

$
39.2

$
31.3

$
7.9

25.2
%
~~Income Tax Expense increased in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to~~March 2015 FERC ROE order, higher ~~pre-tax earnings ($6.3 million)~~depreciation expense and higher ~~state taxes ($1.6 million).~~
~~EARNINGS SUMMARY~~

For the Three Months Ended March 31,

(Millions of Dollars)

2014

2013

Net Income

$
58.1

$
48.1

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

LIQUIDITY

~~NSTAR Electric~~PSNH had cash flows provided by operating activities of ~~$191.4~~$113.9 million in the first quarter of ~~2014,~~2015, compared with ~~$89.4~~$129.3 million in the first quarter of ~~2013.~~2014. The ~~increase~~decrease in operating cash flows was due primarily to the ~~absence~~timing of collections and payments related to our working capital items, including accounts receivable, and the timing of our regulatory recoveries, which were in a net underrecovery position. Partially offsetting these unfavorable cash ~~disbursements for major storm restoration costs associated with the February 2013 blizzard, a decrease in~~flow impacts were income tax ~~payments~~refunds of $1.8 million in the first quarter of ~~2014, as~~2015, compared ~~to the first quarter~~with income tax payments of ~~2013, the absence of costs recovered in rates related to the RRBs that were fully amortized~~$16.1 million in the first quarter of ~~2013, and the absence of pension contributions in the first quarter of 2014, as compared to the first quarter of 2013.~~2014.

52

~~Table of Contents~~
47

RESULTS OF OPERATIONS ~~— PUBLIC SERVICE~~– WESTERN MASSACHUSETTS ELECTRIC COMPANY ~~OF NEW HAMPSHIRE AND SUBSIDIARY~~

The following provides the amounts and variances in operating revenues and expense line items ~~for~~in the ~~condensed consolidated~~ statements of income for ~~PSNH~~WMECO for the three months ended March 31, 2015 and 2014 included in this Quarterly Report on Form ~~10-Q for~~10-Q:

For the Three Months Ended March 31,

Increase/

(Millions of Dollars)
2015

2014

(Decrease)

Percent

Operating Revenues
$
152.9

$
137.4

$
15.5

11.3
%
Operating Expenses:

Purchased Power and Transmission

69.7

49.4

20.3

41.1

Operations and Maintenance

19.8

22.6

(2.8)

(12.4)

Depreciation

10.4

10.3

0.1

1.0

Amortization of Regulatory Assets, Net

3.9

0.4

3.5

(a)

Energy Efficiency Programs

11.1

11.9

(0.8)

(6.7)

Taxes Other Than Income Taxes

9.4

8.1

1.3

16.0

Total Operating Expenses

124.3

102.7

21.6

21.0

Operating Income

28.6

34.7

(6.1)

(17.6)

Interest Expense

6.8

5.6

1.2

21.4

Other Income, Net

0.5

0.6

(0.1)

(16.7)

Income Before Income Tax Expense

22.3

29.7

(7.4)

(24.9)

Income Tax Expense

9.1

11.6

(2.5)

(21.6)

Net Income
$
13.2

$
18.1

$
(4.9)

(27.1)
%

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

Operating Revenues

WMECO's retail sales volumes were as follows:

For the Three Months Ended March 31,

2015

2014

Decrease

Percent

Retail Sales Volumes in GWh

955

965

(10)

(1.1)
%

Fluctuations in WMECO's kWh sales volumes have no impact on total operating revenues or earnings, as WMECO’s revenues are decoupled from sales volumes. Fluctuations in the ~~three months ended March 31, 2014~~overall level of operating revenues are primarily related to changes in its cost tracking mechanisms, which primarily include the costs associated with the procurement of energy supply, transmission related costs, energy efficiency programs, and ~~2013:~~restructuring and stranded costs as a result of deregulation.

Operating Revenues and Expenses

For the Three Months Ended March 31,

Increase/

(Millions of Dollars)

2014

2013

(Decrease)

Percent

Operating Revenues

$
299.8

$
273.8

$
26.0

9.5
%
Operating Expenses:

Purchased Power, Fuel and Transmission

115.3

101.0

14.3

14.2

Operations and Maintenance

62.2

59.7

2.5

4.2

Depreciation

24.2

22.6

1.6

7.1

Amortization of Regulatory Assets/(Liabilities), Net

12.6

(3.1
)
15.7

(a)

Amortization of Rate Reduction Bonds

—

14.8

(14.8
)
(100.0
)
Energy Efficiency Programs

3.8

3.7

0.1

2.7

Taxes Other Than Income Taxes

17.7

17.0

0.7

4.1

Total Operating Expenses

235.8

215.7

20.1

9.3

Operating Income

$
64.0

$
58.1

$
5.9

10.2
%
~~(a) Percent greater than 100 percent not shown as it is not meaningful.~~
WMECO's Operating Revenues
~~PSNH’s retail sales were as follows:~~

For the Three Months Ended March 31,

2014

2013

Increase

Percent

Retail Sales in GWh

2,076

1,992

84

4.2
%
~~PSNH’s Operating revenues~~ increased ~~$26~~$15.5 million ~~compared to~~in the first quarter of ~~2013.~~2015, as compared to the same period in 2014. The increase primarily reflects an increase in ~~revenue reflects higher~~rates related to the recovery of costs associated with the procurement of energy supply, which increased $24.2 million. The energy supply costs were impacted by the overall wholesale electricity market in New England in which natural gas delivery costs are adversely impacting the cost of electric energy purchased for our retail ~~sales volumes~~customers. Energy supply costs are recovered from customers in rates through cost tracking mechanisms and therefore have no impact on earnings. Partially offsetting the increase was the impact of the $4.1 million reserve related to the March 2015 FERC ROE order, and a $3.9 million decrease in revenues that impacts earnings due to the absence of a 2014 wholesale billing adjustment.

For further information on the March 2015 FERC ROE order, see "FERC Regulatory Issues – FERC ROE Complaints" in thisManagement's Discussion and Analysis of Financial Conditions and Results of Operations.

Purchased Power and Transmissionexpense includes costs associated with the procurement of energy supply on behalf of WMECO's customers. These energy supply costs are recovered from customers in DPU-approved cost tracking mechanisms, which have no impact on earnings (tracked costs). Purchased Power and Transmissionincreased in the first quarter of 2015, as compared to the same period in 2014, due primarily to the following:

(Millions of Dollars)
Increase/(Decrease)
Purchased Power Costs
$
23.2
Transmission Costs
(2.9)
Total Purchased Power and Transmission
$
20.3

Included in purchased power are the costs associated with WMECO's basic service charge and deferred energy supply costs. The basic service charge recovers energy-related costs incurred as a result of providing electric generation service supply to all customers that have not migrated to third party suppliers. The increase in purchased power was due primarily to higher costs associated with the ~~significantly colder than normal winter temperatures~~procurement of energy supply and increased load as a result of customers returning to basic service from third party suppliers. The decrease in transmission costs was as a result of a decrease in the ~~overall impact~~retail transmission cost deferral, which reflects the actual costs of ~~higher wholesale energy~~transmission service compared to estimated amounts billed to customers.

Operations and Maintenanceexpense includes tracked costs and costs that are part of base distribution rates with changes impacting earnings (non-tracked costs). Operations and Maintenance decreased in ~~New England. The wholesale energy markets were impacted~~the first quarter of 2015, as compared to the same period in 2014, driven by ~~higher natural gas transportation~~a $1.7 million reduction in tracked costs, which ~~had an adverse~~have no earnings impact, that was primarily attributable to lower employee-related costs, including benefit costs, and a $1.1 million reduction in non-tracked costs, which was primarily attributable to lower uncollectible expense and lower vegetation management costs.

48

Amortization of Regulatory Assets, Net,reflects the absence of the refund of the Phase I DOE proceeds to customers in 2014 as well as other energy and energy related costs and amortizations that can fluctuate period to period based on ~~the cost~~timing of ~~purchased electric~~costs incurred and related rate changes to recover these costs. Fluctuations in energy ~~for our retail customers. Fluctuations on wholesale~~and energy related costs are recovered from customers in rates and ~~therefore~~ have no impact on earnings.
As noted above, the increase in base distribution revenues reflects an increase of 4.2 percent in retail sales. PSNH experienced strong sales in 2014 due to colder winter weather than what was experienced in 2013. The average daily temperature in New Hampshire was over 5 degrees lower than the first quarter of 2013. Also reflected in this revenue increase was an increase of $3.3 million related to NHPUC-approved distribution rate increases effective July 1, 2013 as a result of a 2010 distribution rate case settlement.
~~The increase in transmission revenues reflects recovery of higher transmission expenses including ongoing investments in our transmission infrastructure.~~

~~Purchased Power, Fuel and Transmission~~Taxes Other Than Income Taxes increased in the first quarter of ~~2014,~~2015, as compared to the ~~first quarter of 2013, due primarily to an increase~~same period in generation fuel costs, partially offset by lower purchased power costs due to customer migration, lower renewable energy requirements set by the NHPUC, and lower regional greenhouse gas initiative auction proceeds. Purchased Power, Fuel and Transmission costs are included in regulatory-approved tracking mechanisms and do not impact earnings.
~~Operations and Maintenance~~ ~~increased in the first quarter of~~ 2014, as compared to the first quarter of 2013, due primarily to an increase in routine maintenance costs at the generation business ($1.2 million), an increase in routine transmission maintenance costs ($0.9 million) and higher bad debt expense ($0.6 million), partially offset by other operating costs ($0.2 million).
~~Depreciation~~ ~~increased in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to higher utility plant balances resulting from completed construction projects placed into service.~~
~~Amortization of Regulatory Assets/(Liabilities), Net~~ increased in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to increases in the SCRC, ES and TCAM amortizations ($7.3 million, $4.8 million, and $6.2 million, respectively).
~~Amortization of Rate Reduction Bonds~~ ~~decreased in the first quarter of 2014, as compared to the first quarter of 2013, due to the maturity of the RRBs in May 2013.~~
~~Income Tax Expense~~

For the Three Months Ended March 31,

(Millions of Dollars)

2014

2013

Increase

Percent

Income Tax Expense

$
19.7

$
18.0

$
1.7

9.4
%
~~Income Tax Expense increased in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to higher pre-tax earnings ($1.9 million).~~
53

~~Table of Contents~~
~~EARNINGS SUMMARY~~

For the Three Months Ended March 31,

(Millions of Dollars)

2014

2013

Increase

Net Income

$
32.6

$
29.0

$
3.6

PSNH’s earnings increased due primarily to higher generation earnings and distribution retail revenues. The first quarter 2014 distribution retail revenues were favorably impacted by the PSNH rate increases effective July 1, 2013 as a result of the 2010 distribution rate case settlement and a 4.2 percent increase in retail sales. PSNH experienced strong sales in the first quarter of 2014 due to colder winter weather than what was experienced in 2013. Partially offsetting these favorable earnings impacts were higher operations and maintenance, depreciation and property tax expense.
~~LIQUIDITY~~
PSNH had cash flows provided by operating activities of $129.3 million in the first quarter of 2014, compared with $107.2 million in the first quarter of 2013. The improved cash flows were due primarily to the absence of a $35.1 million NUSCO Pension and PBOP Plan contribution in the first quarter of 2014, as compared to the first quarter of 2013, the favorable impact of the 2010 rate case decision related to the additional increase to annualized rates that was effective July 1, 2013, and the favorable cash flow impacts relating to changes in traditional working capital amounts. These favorable cash flow impacts were partially offset by income tax payments of $16.1 million in the first quarter of 2014, compared with income tax refunds of $15.3 million in the first quarter of 2013, and the absence of costs recovered in rates related to the RRBs that were fully amortized in the second quarter of 2013.
54

~~Table of Contents~~
~~RESULTS OF OPERATIONS — WESTERN MASSACHUSETTS ELECTRIC COMPANY~~
The following provides the amounts and variances in operating revenues and expense line items for the condensed statements of income for WMECO included in this Quarterly Report on Form 10-Q for the three months ended March 31, 2014 and 2013:

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

(Millions of Dollars)

2014

2013

Increase/
(Decrease)

Percent

Operating Revenues

$
137.4

$
125.0

$
12.4

9.9
%
Operating Expenses:

Purchased Power and Transmission

49.4

40.1

9.3

23.2

Operations and Maintenance

22.6

20.9

1.7

8.1

Depreciation

10.3

9.0

1.3

14.4

Amortization of Regulatory (Liabilities)/Assets, Net

0.4

0.1

0.3

(a)

Amortization of Rate Reduction Bonds

—

4.7

(4.7
)
(100.0
)
Energy Efficiency Programs

11.9

8.3

3.6

43.4

Taxes Other Than Income Taxes

8.1

6.3

1.8

28.6

Total Operating Expenses

102.7

89.4

13.3

14.9

Operating Income

$
34.7

$
35.6

$
(0.9
)
(2.5
)%
~~(a) Percent greater than 100 percent not shown as it is not meaningful.~~
~~Operating Revenues~~
~~WMECO’s retail sales were as follows:~~

For the Three Months Ended March 31,

2014

2013

Increase

Percent

Retail Sales in GWh

965

929

36

3.8
%
~~WMECO’s Operating Revenues increased $12.4 million in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to:~~
·~~A $3.9 million increase in revenues that impacts earnings due to the reversal of a previously established wholesale billing adjustment.~~
·~~Base distribution revenues are consistent with 2013. WMECO’s kWh sales have no impact on earnings, as its revenues are decoupled from sales volumes.~~
·~~A $0.8 million increase in transmission revenues reflecting recovery of higher transmission expenses including investments in our transmission infrastructure, primarily related to the NEEWS project.~~
·The remaining increase primarily reflects a higher level of recovery related to WMECO’s energy supply and energy efficiency programs. These revenues are fully reconciled to the related costs. Therefore this increase in revenues had no material impact on earnings.
~~Purchased Power and Transmission~~ increased in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to an increase in supplier contract prices and an increase in customers returning to default service from third party suppliers. Purchased Power and Transmission costs are included in regulatory-approved tracking mechanisms and do not impact earnings.
~~Operations and Maintenance~~ increased in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to an increase in customer related expenses ($0.8 million), an increase in routine maintenance costs ($0.6 million), and an increase in distribution vegetation management costs ($0.3 million).
~~Depreciation~~ ~~increased in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to higher utility plant balances resulting from completed construction projects placed into service.~~
~~Amortization of Rate Reduction Bonds~~ ~~decreased in the first quarter of 2014, as compared to the first quarter of 2013, due to the maturity of the RRBs in June 2013.~~
~~Energy Efficiency Programs~~ increased in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to an increase in energy efficiency costs in accordance with the three-year program guidelines established by the DPU. All costs are fully recovered through DPU-approved tracking mechanisms and therefore do not impact earnings.
~~Taxes Other Than Income Taxes~~ ~~increased in the first quarter of 2014, as compared to the first quarter of 2013,~~ due primarily to an increase in property taxes as a result of ~~both~~ an increase in utility plant ~~balances and property tax rates.~~balances.

Interest Expenseincreased in the first quarter of 2015, as compared to the same period in 2014, due primarily to the absence of a 2014 wholesale billing adjustment.

Income Tax Expense decreased ~~$0.6~~in the first quarter of 2015, as compared to the same period in 2014, due primarily to lower pre-tax earnings ($2.6 million).

EARNINGS SUMMARY

WMECO's earnings decreased $4.9 million in the first quarter of ~~2014,~~2015, as compared to the ~~first quarter of 2013,~~same period in 2014, due primarily to the ~~reversal of~~$2.5 million after-tax reserve related to the March 2015 FERC ROE order and a decrease in revenues and increase in interest expense ~~related to~~resulting from the absence of a ~~previously recognized~~2014 wholesale billing adjustment.
55

~~Table of Contents~~
~~Other Income, Net~~ ~~decreased $0.4 million in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to lower mark-to-market gains associated with marketable securities held in trust.~~
~~EARNINGS SUMMARY~~

For the Three Months Ended March 31,

(Millions of Dollars)

2014

2013

Net Income

$
18.1

$
18.6

WMECO’s earnings decreased $0.5 million in the first quarter of 2014, as compared to the first quarter of 2013, due primarily to lower mark-to-market gains associated with marketable securities held in trust, higher operations and maintenance and depreciation expense. Partially offsetting these unfavorable earnings impacts was ~~an increase~~a decrease in ~~earnings related~~operations and maintenance expenses primarily attributable to ~~the reversal of a previously established wholesale billing adjustment.~~lower uncollectible expense and lower vegetation management costs.

LIQUIDITY

WMECO had cash flows used in operating activities of $1.4 million in the first quarter of 2015, compared with cash flows provided by operating activities of $46.3 million in the first quarter of ~~2014, compared with $71 million in the first quarter of 2013.~~2014. The decrease in operating cash flows was due primarily to the timing of collections and payments related to our working capital items, including accounts receivable. Accounts receivable increased due primarily to an increase in basic service rates effective January 1, 2015. In addition, the operating cash flows decrease was due to the timing of regulatory recoveries, resulting from the increase in purchased power costs. Partially offsetting these unfavorable cash flow impacts were income tax refunds of $3.7 million in the first quarter of 2015, compared with income tax payments of $14.1 million in the first quarter of 2014, compared with income tax refunds of $26.6 million in the first quarter of 2013 and the absence of costs recovered in rates related to the RRBs that were fully amortized in the second quarter of 2013, partially offset by the favorable cash flow impacts relating to changes in traditional working capital amounts principally due to the changes in timing of accounts payable and accounts receivables.2014.

49
56

~~Table of Contents~~
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. ~~NU’s~~Eversource's Energy Supply Risk Committee, comprised of senior officers, reviews and approves all large scale energy related transactions entered into by its Regulated companies.

Other Risk Management Activities

Interest Rate Risk Management: We manage our interest rate risk exposure in accordance with our written policies and procedures by maintaining a mix of fixed and variable rate long-term debt.

Credit Risk Management: Credit risk relates to the risk of loss that we would incur as a result of non-performance by counterparties pursuant to the terms of our contractual obligations. We serve a wide variety of customers and transact with suppliers that include IPPs, industrial companies, natural gas and electric utilities, oil and gas producers, financial institutions, and other energy marketers. Margin accounts exist within this diverse group, and we realize interest receipts and payments related to balances outstanding in these margin accounts. This wide customer and supplier mix generates a need for a variety of contractual structures, products and terms that, in turn, require us to manage the portfolio of market risk inherent in those transactions in a manner consistent with the parameters established by our risk management process.

IfOur 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 ~~respective unsecured debt ratings~~credit risk with these counterparties in accordance with established credit risk practices and monitor contracting risks, including credit risk. As of ~~NU or its subsidiaries were reduced~~March 31, 2015, our Regulated companies held collateral (cash and letters of credit) from counterparties related to ~~below investment grade by either Moody’s or S&P, certain~~our standard service contracts of ~~NU’s contracts would require additional collateral in the form~~approximately $9 million. As of March 31, 2015, Eversource had cash posted of approximately $11 million with ISO-NE related to ~~be provided to counterparties and independent system operators. NU would have been and remains able to provide that collateral.~~energy purchase transactions.
For further information on cash collateral deposited and posted with counterparties as well as any cash collateral netted against the fair value of the related derivative contracts, see Note 4, “Derivative Instruments,” to the financial statements.

We have provided additional disclosures regarding interest rate risk management and credit risk management in Part II, Item 7A, ~~“Quantitative~~"Quantitative and Qualitative Disclosures about Market Risk,”" in ~~NU’s 2013~~Eversource's 2014 Form 10-K, which is incorporated herein by reference. There have been no additional risks identified and no material changes with regard to the items previously disclosed in the ~~NU 2013~~Eversource 2014 Form 10-K.

ITEM 4.
CONTROLS AND PROCEDURES

Management, on behalf of ~~NU,~~Eversource, CL&P, NSTAR Electric, PSNH and WMECO, evaluated the design and operation of the disclosure controls and procedures as of March 31, ~~2014~~2015 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~~management's supervision and with ~~management’s~~management's participation, including the principal executive ~~officers~~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 ~~officers~~officer and principal financial officer have concluded, based on their review, that the disclosure controls and procedures of ~~NU,~~Eversource, CL&P, NSTAR Electric, PSNH and WMECO are effective to ensure that information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized, and reported within the time periods specified in SEC rules and regulations and (ii) is accumulated and communicated to management, including the principal executive ~~officers~~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 ~~NU,~~Eversource, CL&P, NSTAR Electric, PSNH and WMECO during the quarter ended March 31, ~~2014~~2015 that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.

57

~~Table of Contents~~
50

PART II. OTHER INFORMATION

ITEM 1.
LEGAL PROCEEDINGS

We are parties to various legal proceedings. We have identified these legal proceedings in Part I, Item 3, ~~“Legal~~"Legal Proceedings,”" and elsewhere in our ~~2013~~2014 Form 10-K, which disclosures are incorporated herein by reference. There have been no additional material legal proceedings identified and no material changes with regard to the legal proceedings previously disclosed in our ~~2013~~2014 Form 10-K.

ITEM 1A.
RISK FACTORS

We are subject to a variety of significant risks in addition to the matters set forth under ~~“Forward-Looking~~"Forward-Looking Statements,”" in Item 2, ~~“Management’s~~"Management's Discussion and Analysis of Financial Condition and Results of Operations,”" of this Quarterly Report on Form 10-Q. We have identified a number of these risk factors in Part I, Item 1A, ~~“Risk~~"Risk Factors,”" in our ~~2013~~2014 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 ~~2013~~2014 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 the ~~Company’s~~Company's Long-Term Incentive ~~Plans and its Employee Savings Plan.~~Plans.

Period

Total Number
of Shares
Purchased

Average
Price
Paid per
Share

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans or
Programs

Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under the Plans and
Programs (at month end)

January 1 – January 31, 2014

503,821

$
43.30

—

—

February 1 – February 28, 2014

37,241

43.42

—

—

March 1 – March 31, 2014

138,094

44.52

—

—

Total

679,156

$
43.55

—

—

Period

Total Number
of Shares
Purchased

Average
Price
Paid per
Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans or
Programs
Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under the Plans and
Programs (at month end)
January 1 – January 31, 2015

-

$
-
-
-
February 1 – February 28, 2015

51,915

56.45
-
-
March 1 – March 31, 2015

-

-
-
-
Total

51,915

$
56.45
-
-

58

~~Table of Contents~~51

ITEM 6.       ~~EXHIBITS~~
EXHIBITS

Each ~~exhibit~~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 (NU)~~
* 10.1
Composite Amended and Restated Indenture, effective January 2, 2014, between Yankee Gas Services Company and The Bank of New York Mellon Trust Company, N.A., successor as Trustee to The Bank of New York, as successor to Fleet National Bank (formerly known as The Connecticut National Bank, as Trustee, dated July 1, 1989 (Composite including all amendments) (incorporated by reference to ~~Exhibit B~~ ~~to the Eleventh Supplemental Indenture, filed as Exhibit 10.2 hereto)~~
~~10.2~~
Eleventh Supplemental Indenture of Mortgage and Deed of Trust, dated as of January 1, 2014, between Yankee Gas Services Company and The Bank of New York Mellon Trust Company, N.A., successor as Trustee to The Bank of New York, as successor to Fleet National Bank (formerly known as The Connecticut National Bank)
12
~~Ratio of Earnings to Fixed Charges~~
31
Certification of Thomas J. May, Chairman, President and Chief Executive Officer of NU, required by Rule 13a - 14(a)/15d - 14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 2, 2014
~~31.1~~
Certification of James J. Judge, Executive Vice President and Chief Financial Officer of NU, required by Rule 13a - 14(a)/15d - 14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 2, 2014
32
Certification of Thomas J. May, Chairman, President and Chief Executive Officer of NU, and James J. Judge, Executive Vice President and Chief Financial Officer of NU, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 2, 2014
~~Listing of Exhibits (CL&P)~~
12
~~Ratio of Earnings to Fixed Charges~~
31
Certification of Leon J. Olivier, Chief Executive Officer of CL&P, required by Rule 13a - 14(a)/15d - 14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 2, 2014
~~31.1~~
Certification of James J. Judge, Executive Vice President and Chief Financial Officer of CL&P, required by Rule 13a - 14(a)/15d - 14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 2, 2014
32
Certification of Leon J. Olivier, Chief Executive Officer of CL&P, and James J. Judge, Executive Vice President and Chief Financial Officer of CL&P, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 2, 2014
~~Listing of Exhibits (NSTAR Electric)~~
* 4.1
~~A Form of 4.40% Debenture Due March 1, 2044. (Incorporated by reference to Exhibit 4 of the NSTAR Electric Company Current Report on Form 8-K, filed March 13, 2014, File No. 001-02301)~~
12
~~Ratio of Earnings to Fixed Charges~~
31
Certification of Leon J. Olivier, Chief Executive Officer of NSTAR Electric, required by Rule 13a - 14(a)/15d - 14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 2, 2014
~~31.1~~
Certification of James J. Judge, Executive Vice President and Chief Financial Officer of NSTAR Electric, required by Rule 13a - 14(a)/15d - 14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 2, 2014
32
Certification of Leon J. Olivier, Chief Executive Officer of NSTAR Electric, and James J. Judge, Executive Vice President and Chief Financial Officer of NSTAR Electric, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 2, 2014

59

~~Table of Contents~~Exhibit No.
~~Listing of Exhibits (PSNH)~~
12
~~Ratio of Earnings to Fixed Charges~~
31
Certification of Leon J. Olivier, Chief Executive Officer of PSNH, required by Rule 13a - 14(a)/15d - 14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 2, 2014
~~31.1~~
Certification of James J. Judge, Executive Vice President and Chief Financial Officer of PSNH, required by Rule 13a - 14(a)/15d - 14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 2, 2014
32
Certification of Leon J. Olivier, Chief Executive Officer of PSNH, and James J. Judge, Executive Vice President and Chief Financial Officer of PSNH, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 2, 2014
~~Listing of Exhibits (WMECO)~~
12
~~Ratio of Earnings to Fixed Charges~~
31
Certification of Leon J. Olivier, Chief Executive Officer of WMECO, required by Rule 13a - 14(a)/15d - 14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 2, 2014
~~31.1~~
Certification of James J. Judge, Executive Vice President and Chief Financial Officer of WMECO, required by Rule 13a - 14(a)/15d - 14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 2, 2014
32
Certification of Leon J. Olivier, Chief Executive Officer of WMECO, and James J. Judge, Executive Vice President and Chief Financial Officer of WMECO, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 2, 2014
Description

Listing of Exhibits ~~(NU,~~(Eversource)

3.1
Declaration of Trust of Eversource Energy, as amended through April 29, 2015

* 4
Sixth Supplemental Indenture between Northeast Utilities, now known as Eversource Energy, and The Bank of New York Trust Company N.A., as Trustee, dated as of January 1, 2015, relating to $150 million of Senior Notes, Series G, due 2018 and $300 million of Senior Notes, Series H, due 2025 (Exhibit 4.1, NU Current Report on Form 8-K filed January 21, 2015, File No. 001-05324)

12
Ratio of Earnings to Fixed Charges

31
Certification of Thomas J. May, Chairman, President and Chief Executive Officer of Eversource Energy, required by Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 6, 2015

31.1
Certification of James J. Judge, Executive Vice President and Chief Financial Officer of Eversource Energy, required by Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 6, 2015

32
Certification of Thomas J. May, Chairman, President and Chief Executive Officer of Eversource Energy, and James J. Judge, Executive Vice President 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, dated May 6, 2015

Listing of Exhibits (CL&P)

12
Ratio of Earnings to Fixed Charges

31
Certification of Thomas J. May, Chairman of The Connecticut Light and Power Company, required by Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 6, 2015

31.1
Certification of James J. Judge, Executive Vice President and Chief Financial Officer of The Connecticut Light and Power Company, required by Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 6, 2015

32
Certification of Thomas J. May, Chairman of The Connecticut Light and Power Company, and James J. Judge, Executive Vice President and Chief Financial Officer of The Connecticut Light and Power Company, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 6, 2015

Listing of Exhibits (NSTAR Electric Company)

12
Ratio of Earnings to Fixed Charges

31
Certification of Thomas J. May, Chairman of NSTAR Electric Company, required by Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 6, 2015

31.1
Certification of James J. Judge, Executive Vice President and Chief Financial Officer of NSTAR Electric Company, required by Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 6, 2015

32
Certification of Thomas J. May, Chairman of NSTAR Electric Company, and James J. Judge, Executive Vice President and Chief Financial Officer of NSTAR Electric Company, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 6, 2015

52

Listing of Exhibits (PSNH)

12
Ratio of Earnings to Fixed Charges

31
Certification of Thomas J. May, Chairman of Public Service Company of New Hampshire, required by Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 6, 2015

31.1
Certification of James J. Judge, Executive Vice President and Chief Financial Officer of Public Service Company of New Hampshire, required by Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 6, 2015

32
Certification of Thomas J. May, Chairman of Public Service Company of New Hampshire, and James J. Judge, Executive Vice President and Chief Financial Officer of Public Service Company of New Hampshire, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 6, 2015

Listing of Exhibits (WMECO)

12
Ratio of Earnings to Fixed Charges

31
Certification of Thomas J. May, Chairman of Western Massachusetts Electric Company, required by Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 6, 2015

31.1
Certification of James J. Judge, Executive Vice President and Chief Financial Officer of Western Massachusetts Electric Company, required by Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 6, 2015

32
Certification of Thomas J. May, Chairman of Western Massachusetts Electric Company, and James J. Judge, Executive Vice President and Chief Financial Officer of Western Massachusetts Electric Company, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated May 6, 2015

Listing of Exhibits (Eversource, CL&P, NSTAR Electric, PSNH, WMECO)
~~101.INS~~
~~XBRL Instance Document~~
~~101.SCH~~
~~XBRL Taxonomy Extension Schema~~
~~101.CAL~~
~~XBRL Taxonomy Extension Calculation~~
~~101.DEF~~
~~XBRL Taxonomy Extension Definition~~
~~101.LAB~~
~~XBRL Taxonomy Extension Labels~~
~~101.PRE~~
~~XBRL Taxonomy Extension Presentation~~

60101.INS
XBRL Instance Document

101.SCH
XBRL Taxonomy Extension Schema

101.CAL
XBRL Taxonomy Extension Calculation

101.DEF
XBRL Taxonomy Extension Definition

101.LAB
XBRL Taxonomy Extension Labels

101.PRE
XBRL Taxonomy Extension Presentation

~~Table of Contents~~
53
~~SIGNATURE~~
SIGNATURE

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

~~NORTHEAST UTILITIES~~
EVERSOURCE ENERGY

May ~~2, 2014~~6, 2015
By:
/s/
Jay S. Buth

Jay S. Buth

Vice President, Controller and Chief Accounting Officer

~~SIGNATURE~~

SIGNATURE

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

THE CONNECTICUT LIGHT AND POWER COMPANY

May ~~2, 2014~~6, 2015
By:
/s/
Jay S. Buth

Jay S. Buth

Vice President, Controller and Chief Accounting Officer

~~SIGNATURE~~

SIGNATURE

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

NSTAR ELECTRIC COMPANY

May ~~2, 2014~~6, 2015
By:
/s/
Jay S. Buth

Jay S. Buth

Vice President, Controller and Chief Accounting Officer

61

~~Table of Contents~~54

SIGNATURE

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

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE

May ~~2, 2014~~6, 2015
By:
/s/
Jay S. Buth

Jay S. Buth

Vice President, Controller and Chief Accounting Officer

~~SIGNATURE~~

SIGNATURE

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

WESTERN MASSACHUSETTS ELECTRIC COMPANY

May ~~2, 2014~~6, 2015
By:
/s/
Jay S. Buth

Jay S. Buth

Vice President, Controller and Chief Accounting Officer

62

55

o
	For the Quarterly Period EndedMarch 31, 2015
	or
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from ____________ to ____________


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

1-5324	EVERSOURCE ENERGY	~~NORTHEAST UTILITIES~~ (a Massachusetts voluntary association) ~~One Federal Street~~ ~~Building 111-4~~300 Cadwell Drive Springfield, Massachusetts ~~01105~~01104 Telephone: (413) 785-5871	04-2147929


0-00404	~~04-2147929~~

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


1-02301	~~06-0303850~~

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


1-6392	~~04-1278810~~

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


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


0-7624	~~02-0181050~~

~~0-7624~~	WESTERN MASSACHUSETTS ELECTRIC COMPANY (a Massachusetts corporation) ~~One Federal Street~~ ~~Building 111-4~~300 Cadwell Drive Springfield, Massachusetts ~~01105~~01104 Telephone: (413) 785-5871	04-1961130


	Large Accelerated Filer		Accelerated Filer	~~Large~~ ~~Accelerated Filer~~		~~Accelerated~~ ~~Filer~~	Non-accelerated Filer
~~Northeast Utilities~~
Eversource Energy	x		o¨		o¨
The Connecticut Light and Power Company		o¨		o¨		x
NSTAR Electric Company		o¨		o¨		x
Public Service Company of New Hampshire		o¨		o¨		x
Western Massachusetts Electric Company		o¨		o¨		x


	Yes		~~Yes~~		No

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


Company - Class of Stock		Outstanding as of April 30, ~~2014~~2015
~~Northeast Utilities~~Eversource Energy Common shares, $5.00 par value		~~315,985,270~~317,647,540 shares

The Connecticut Light and Power Company Common stock, $10.00 par value		6,035,205 shares

NSTAR Electric Company Common stock, $1.00 par value		100 shares

Public Service Company of New Hampshire Common stock, $1.00 par value		301 shares

Western Massachusetts Electric Company Common stock, $25.00 par value		434,653 shares