Item 15. Exhibits and Financial Statement Schedules
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Item 15. Exhibits and Financial Statement Schedules
Exhibits and Financial Statement Schedules
| (a) | 1. | Financial Statements: | ||
| The financial statements filed as part of this Annual Report on Form 10-K are set forth under Item 8, "Financial Statements and Supplementary Data." | ||||
| 2. | Schedules | |||
| I. | Financial Information of Registrant: Eversource Energy (Parent) Balance Sheets as of December 31, 2015 and 2014 | S-1 | ||
| Eversource Energy (Parent) Statements of Income for the Years Ended December 31, 2015, 2014 and 2013 | S-2 | |||
| Eversource Energy (Parent) Statements of Comprehensive Income for the Years Ended December 31, 2015, 2014 and 2013 | S-2 | |||
| Eversource Energy (Parent) Statements of Cash Flows for the Years Ended December 31, 2015, 2014 and 2013 | S-3 | |||
| II. | Valuation and Qualifying Accounts and Reserves for Eversource, CL&P, NSTAR Electric, PSNH and WMECO for 2015, 2014 and 2013 | S-4 | ||
| All other schedules of the companies for which inclusion is required in the applicable regulations of the SEC are permitted to be omitted under the related instructions or are not applicable, and therefore have been omitted. | ||||
| 3. | Exhibit Index | E-1 |
EVERSOURCE ENERGY
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| EVERSOURCE ENERGY | |||
| February 26, 2016 | By: | /s/ | Jay S. Buth |
| Jay S. Buth | |||
| Vice President, Controller and Chief Accounting Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Gregory B. Butler, James J. Judge and Jay S. Buth and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| Signature | Title | Date | ||
| /s/ Thomas J. May | Chairman, President and | February 26, 2016 | ||
| Thomas J. May | Chief Executive Officer, and a Trustee | |||
| (Principal Executive Officer) | ||||
| /s/ James J. Judge | Executive Vice President and | February 26, 2016 | ||
| James J. Judge | Chief Financial Officer | |||
| (Principal Financial Officer) | ||||
| /s/ Jay S. Buth | Vice President, Controller | February 26, 2016 | ||
| Jay S. Buth | and Chief Accounting Officer | |||
| /s/ John S. Clarkeson | Trustee | February 26, 2016 | ||
| John S. Clarkeson | ||||
| /s/ Cotton M. Cleveland | Trustee | February 26, 2016 | ||
| Cotton M. Cleveland | ||||
| /s/ Sanford Cloud, Jr. | Trustee | February 26, 2016 | ||
| Sanford Cloud, Jr. | ||||
| /s/ James S. DiStasio | Trustee | February 26, 2016 | ||
| James S. DiStasio | ||||
| /s/ Francis A. Doyle | Trustee | February 26, 2016 | ||
| Francis A. Doyle | ||||
| /s/ Charles K. Gifford | Trustee | February 26, 2016 | ||
| Charles K. Gifford | ||||
| /s/ Paul A. La Camera | Trustee | February 26, 2016 | ||
| Paul A. La Camera | ||||
| /s/ Kenneth R. Leibler | Trustee | February 26, 2016 | ||
| Kenneth R. Leibler | ||||
| /s/ William C. Van Faasen | Trustee | February 26, 2016 | ||
| William C. Van Faasen | ||||
| /s/ Frederica M. Williams | Trustee | February 26, 2016 | ||
| Frederica M. Williams | ||||
| /s/ Dennis R. Wraase | Trustee | February 26, 2016 | ||
| Dennis R. Wraase | ||||
THE CONNECTICUT LIGHT AND POWER COMPANY
SIGNATURES
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 | |||
| February 26, 2016 | By: | /s/ | Jay S. Buth |
| Jay S. Buth | |||
| Vice President, Controller and Chief Accounting Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Gregory B. Butler, James J. Judge and Jay S. Buth and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| Signature | Title | Date | ||
| /s/ Thomas J. May | Chairman and a Director | February 26, 2016 | ||
| Thomas J. May | (Principal Executive Officer) | |||
| /s/ Werner J. Schweiger | President, Chief Executive Officer and a Director | February 26, 2016 | ||
| Werner J. Schweiger | ||||
| /s/ James J. Judge | Executive Vice President and | February 26, 2016 | ||
| James J. Judge | Chief Financial Officer and a Director | |||
| (Principal Financial Officer) | ||||
| /s/ Gregory B. Butler | Senior Vice President and General Counsel | February 26, 2016 | ||
| Gregory B. Butler | and a Director | |||
| /s/ Jay S. Buth | Vice President, Controller | February 26, 2016 | ||
| Jay S. Buth | and Chief Accounting Officer | |||
NSTAR ELECTRIC COMPANY
SIGNATURES
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 | |||
| February 26, 2016 | By: | /s/ | Jay S. Buth |
| Jay S. Buth | |||
| Vice President, Controller and Chief Accounting Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Gregory B. Butler, James J. Judge and Jay S. Buth and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| Signature | Title | Date | ||
| /s/ Thomas J. May | Chairman and a Director | February 26, 2016 | ||
| Thomas J. May | (Principal Executive Officer) | |||
| /s/ Werner J. Schweiger | Chief Executive Officer and a Director | February 26, 2016 | ||
| Werner J. Schweiger | ||||
| /s/ James J. Judge | Executive Vice President and | February 26, 2016 | ||
| James J. Judge | Chief Financial Officer and a Director | |||
| (Principal Financial Officer) | ||||
| /s/ Gregory B. Butler | Senior Vice President and General Counsel | February 26, 2016 | ||
| Gregory B. Butler | and a Director | |||
| /s/ Jay S. Buth | Vice President, Controller | February 26, 2016 | ||
| Jay S. Buth | and Chief Accounting Officer | |||
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
SIGNATURES
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 | |||
| February 26, 2016 | By: | /s/ | Jay S. Buth |
| Jay S. Buth | |||
| Vice President, Controller and Chief Accounting Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Gregory B. Butler, James J. Judge and Jay S. Buth and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| Signature | Title | Date | ||
| /s/ Thomas J. May | Chairman and a Director | February 26, 2016 | ||
| Thomas J. May | (Principal Executive Officer) | |||
| /s/ Werner J. Schweiger | Chief Executive Officer and a Director | February 26, 2016 | ||
| Werner J. Schweiger | ||||
| /s/ James J. Judge | Executive Vice President and | February 26, 2016 | ||
| James J. Judge | Chief Financial Officer and a Director | |||
| (Principal Financial Officer) | ||||
| /s/ Gregory B. Butler | Senior Vice President and General Counsel | February 26, 2016 | ||
| Gregory B. Butler | and a Director | |||
| /s/ Jay S. Buth | Vice President, Controller | February 26, 2016 | ||
| Jay S. Buth | and Chief Accounting Officer | |||
WESTERN MASSACHUSETTS ELECTRIC COMPANY
SIGNATURES
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 | |||
| February 26, 2016 | By: | /s/ | Jay S. Buth |
| Jay S. Buth | |||
| Vice President, Controller and Chief Accounting Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Gregory B. Butler, James J. Judge and Jay S. Buth and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
| Signature | Title | Date | ||
| /s/ Thomas J. May | Chairman and a Director | February 26, 2016 | ||
| Thomas J. May | (Principal Executive Officer) | |||
| /s/ Werner J. Schweiger | Chief Executive Officer and a Director | February 26, 2016 | ||
| Werner J. Schweiger | ||||
| /s/ James J. Judge | Executive Vice President and | February 26, 2016 | ||
| James J. Judge | Chief Financial Officer and a Director | |||
| (Principal Financial Officer) | ||||
| /s/ Gregory B. Butler | Senior Vice President and General Counsel | February 26, 2016 | ||
| Gregory B. Butler | and a Director | |||
| /s/ Jay S. Buth | Vice President, Controller | February 26, 2016 | ||
| Jay S. Buth | and Chief Accounting Officer | |||
| SCHEDULE I | ||||||||
| EVERSOURCE ENERGY (PARENT) | ||||||||
| FINANCIAL INFORMATION OF REGISTRANT | ||||||||
| BALANCE SHEETS | ||||||||
| AS OF DECEMBER 31, 2015 AND 2014 | ||||||||
| (Thousands of Dollars) | ||||||||
| 2015 | 2014 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | 67 | $ | 138 | ||||
| Accounts Receivable from Subsidiaries | 23,689 | 6,725 | ||||||
| Notes Receivable from Subsidiaries | 850,300 | 741,150 | ||||||
| Prepayments and Other Current Assets | 41,254 | 41,366 | ||||||
| Total Current Assets | 915,310 | 789,379 | ||||||
| Deferred Debits and Other Assets: | ||||||||
| Investments in Subsidiary Companies, at Equity | 8,915,178 | 8,387,976 | ||||||
| Notes Receivable from Subsidiaries | 128,800 | 106,300 | ||||||
| Accumulated Deferred Income Taxes | 143,054 | 177,908 | ||||||
| Goodwill | 3,231,811 | 3,231,811 | ||||||
| Other Long-Term Assets | 48,314 | 34,483 | ||||||
| Total Deferred Debits and Other Assets | 12,467,157 | 11,938,478 | ||||||
| Total Assets | $ | 13,382,467 | $ | 12,727,857 | ||||
| LIABILITIES AND CAPITALIZATION | ||||||||
| Current Liabilities: | ||||||||
| Notes Payable | $ | 1,098,453 | $ | 654,825 | ||||
| Long-Term Debt - Current Portion | 28,883 | 28,883 | ||||||
| Accounts Payable | 78 | 141 | ||||||
| Accounts Payable to Subsidiaries | 15,601 | 150,268 | ||||||
| Other | 60,999 | 71,778 | ||||||
| Total Current Liabilities | 1,204,014 | 905,895 | ||||||
| Deferred Credits and Other Liabilities: | ||||||||
| Other | 134,908 | 125,608 | ||||||
| Total Deferred Credits and Other Liabilities | 134,908 | 125,608 | ||||||
| Capitalization: | ||||||||
| Long-Term Debt | 1,691,330 | 1,719,539 | ||||||
| Equity: | ||||||||
| Common Shareholders' Equity: | ||||||||
| Common Shares | 1,669,313 | 1,666,796 | ||||||
| Capital Surplus, Paid in | 6,262,368 | 6,235,834 | ||||||
| Retained Earnings | 2,797,355 | 2,448,661 | ||||||
| Accumulated Other Comprehensive Loss | (66,844) | (74,009) | ||||||
| Treasury Stock | (309,977) | (300,467) | ||||||
| Common Shareholders' Equity | 10,352,215 | 9,976,815 | ||||||
| Total Capitalization | 12,043,545 | 11,696,354 | ||||||
| Total Liabilities and Capitalization | $ | 13,382,467 | $ | 12,727,857 | ||||
| See the Combined Notes to Consolidated Financial Statements in this Annual Report on Form 10-K for a description of significant accounting matters related to Eversource parent, including Eversource common shares information as described in Note 16, "Common Shares," material obligations and guarantees as described in Note 11, "Commitments and Contingencies," and debt agreements as described in Note 7, "Short-Term Debt," and Note 8, "Long-Term Debt." |
S-1
| SCHEDULE I | ||||||||||
| EVERSOURCE ENERGY (PARENT) | ||||||||||
| FINANCIAL INFORMATION OF REGISTRANT | ||||||||||
| STATEMENTS OF INCOME | ||||||||||
| FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013 | ||||||||||
| (Thousands of Dollars, Except Share Information) | ||||||||||
| 2015 | 2014 | 2013 | ||||||||
| Operating Revenues | $ | - | $ | - | $ | 8 | ||||
| Operating Expenses: | ||||||||||
| Other | 9,315 | 29,598 | 12,766 | |||||||
| Operating Loss | (9,315) | (29,598) | (12,758) | |||||||
| Interest Expense | 45,130 | 33,168 | 31,639 | |||||||
| Other Income, Net: | ||||||||||
| Equity in Earnings of Subsidiaries | 900,824 | 848,435 | 785,650 | |||||||
| Other, Net | 6,602 | 1,830 | 5,062 | |||||||
| Other Income, Net | 907,426 | 850,265 | 790,712 | |||||||
| Income Before Income Tax Benefit | 852,981 | 787,499 | 746,315 | |||||||
| Income Tax Benefit | (25,504) | (32,047) | (39,692) | |||||||
| Net Income | $ | 878,485 | $ | 819,546 | $ | 786,007 | ||||
| Basic Earnings per Common Share | $ | 2.77 | $ | 2.59 | $ | 2.49 | ||||
| Diluted Earnings per Common Share | $ | 2.76 | $ | 2.58 | $ | 2.49 | ||||
| Weighted Average Common Shares Outstanding: | ||||||||||
| Basic | 317,336,881 | 316,136,748 | 315,311,387 | |||||||
| Diluted | 318,432,687 | 317,417,414 | 316,211,160 | |||||||
| STATEMENTS OF COMPREHENSIVE INCOME | ||||||||||
| Net Income | $ | 878,485 | $ | 819,546 | $ | 786,007 | ||||
| Other Comprehensive Income/(Loss), Net of Tax: | ||||||||||
| Qualified Cash Flow Hedging Instruments | 2,079 | 2,037 | 2,049 | |||||||
| Changes in Unrealized (Losses)/Gains on Marketable Securities | (2,588) | 315 | (940) | |||||||
| Change in Funded Status of Pension, SERP and PBOP | ||||||||||
| Benefit Plans | 7,674 | (30,330) | 25,714 | |||||||
| Other Comprehensive Income/(Loss), Net of Tax | 7,165 | (27,978) | 26,823 | |||||||
| Comprehensive Income | $ | 885,650 | $ | 791,568 | $ | 812,830 | ||||
| See the Combined Notes to Consolidated Financial Statements in this Annual Report on Form 10-K for a description of significant accounting matters related to Eversource parent, including Eversource common shares information as described in Note 16, "Common Shares," material obligations and guarantees as described in Note 11, "Commitments and Contingencies," and debt agreements as described in Note 7, "Short-Term Debt," and Note 8, "Long-Term Debt." |
S-2
| SCHEDULE I | |||||||||||
| EVERSOURCE ENERGY (PARENT) | |||||||||||
| FINANCIAL INFORMATION OF REGISTRANT | |||||||||||
| STATEMENTS OF CASH FLOWS | |||||||||||
| FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 and 2013 | |||||||||||
| (Thousands of Dollars) | |||||||||||
| 2015 | 2014 | 2013 | |||||||||
| Operating Activities: | |||||||||||
| Net Income | $ | 878,485 | $ | 819,546 | $ | 786,007 | |||||
| Adjustments to Reconcile Net Income to Net Cash | |||||||||||
| Flows Provided by Operating Activities: | |||||||||||
| Equity in Earnings of Subsidiaries | (900,824) | (848,435) | (785,650) | ||||||||
| Cash Dividends Received from Subsidiaries | 602,300 | 609,800 | 407,837 | ||||||||
| Deferred Income Taxes | 16,880 | 7,956 | 15,159 | ||||||||
| Other | (22,864) | 9,409 | 29,169 | ||||||||
| Changes in Current Assets and Liabilities: | |||||||||||
| Accounts Receivables from Subsidiaries | (16,980) | 88,800 | 14,704 | ||||||||
| Taxes Receivable/Accrued, Net | (14,426) | 23,178 | 13,295 | ||||||||
| Accounts Payable, Including Affiliate Payables | (134,730) | 5,942 | (7,058) | ||||||||
| Other Current Assets and Liabilities, Net | 6,832 | 14,484 | (1,411) | ||||||||
| Net Cash Flows Provided by Operating Activities | 414,673 | 730,680 | 472,052 | ||||||||
| Investing Activities: | |||||||||||
| Capital Contributions to Subsidiaries | (218,500) | (437,553) | (65,400) | ||||||||
| (Increase)/Decrease in Notes Receivable from Subsidiaries | (131,650) | 86,100 | 5,475 | ||||||||
| Other Investing Activities | 12,000 | - | (1,862) | ||||||||
| Net Cash Flows Used in Investing Activities | (338,150) | (351,453) | (61,787) | ||||||||
| Financing Activities: | |||||||||||
| Cash Dividends on Common Shares | (529,791) | (475,227) | (462,741) | ||||||||
| Issuance of Long-Term Debt | 450,000 | - | 750,000 | ||||||||
| Retirement of Long-Term Debt | - | - | (550,000) | ||||||||
| (Decrease)/Increase in Short-Term Debt | (2,622) | 86,575 | (135,500) | ||||||||
| Other Financing Activities | 5,819 | 9,528 | (12,418) | ||||||||
| Net Cash Flows (Used in)/Provided by Financing Activities | (76,594) | (379,124) | (410,659) | ||||||||
| Net (Decrease)/Increase in Cash | (71) | 103 | (394) | ||||||||
| Cash - Beginning of Year | 138 | 35 | 429 | ||||||||
| Cash - End of Year | $ | 67 | $ | 138 | $ | 35 | |||||
| Supplemental Cash Flow Information: | |||||||||||
| Cash Paid/(Received) During the Year for: | |||||||||||
| Interest | $ | 43,024 | $ | 36,208 | $ | 33,822 | |||||
| Income Taxes | $ | (34,680) | $ | (86,804) | $ | (30,603) | |||||
| See the Combined Notes to Consolidated Financial Statements in this Annual Report on Form 10-K for a description of significant accounting matters related to Eversource parent, including Eversource common shares information as described in Note 16, "Common Shares," material obligations and guarantees as described in Note 11, "Commitments and Contingencies," and debt agreements as described in Note 7, "Short-Term Debt," and Note 8, "Long-Term Debt." |
S-3
| SCHEDULE II | ||||||||||||||||
| EVERSOURCE ENERGY AND SUBSIDIARIES | ||||||||||||||||
| VALUATION AND QUALIFYING ACCOUNTS AND RESERVES | ||||||||||||||||
| FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013 | ||||||||||||||||
| (Thousands of Dollars) | ||||||||||||||||
| Column A | Column B | Column C | Column D | Column E | ||||||||||||
| Additions | ||||||||||||||||
| (1) | (2) | |||||||||||||||
| Charged | Charged to | |||||||||||||||
| Balance as | to Costs | Other | Deductions - | Balance | ||||||||||||
| of Beginning | and | Accounts - | Describe | as of | ||||||||||||
| Description: | of Year | Expenses | Describe (a) | (b) | End of Year | |||||||||||
| Eversource: | ||||||||||||||||
| Reserves Deducted from Assets - | ||||||||||||||||
| Reserves for Uncollectible Accounts: | ||||||||||||||||
| 2015 | $ | 175,317 | $ | 51,077 | $ | 79,622 | $ | 115,336 | $ | 190,680 | ||||||
| 2014 | 171,251 | 55,657 | 51,227 | 102,818 | 175,317 | |||||||||||
| 2013 | 165,549 | 55,465 | 37,744 | 87,507 | 171,251 | |||||||||||
| CL&P: | ||||||||||||||||
| Reserves Deducted from Assets - | ||||||||||||||||
| Reserves for Uncollectible Accounts: | ||||||||||||||||
| 2015 | $ | 84,287 | $ | 10,105 | $ | 30,592 | $ | 45,505 | $ | 79,479 | ||||||
| 2014 | 81,995 | 6,598 | 39,706 | 44,012 | 84,287 | |||||||||||
| 2013 | 77,571 | 3,947 | 27,258 | 26,781 | 81,995 | |||||||||||
| NSTAR Electric: | ||||||||||||||||
| Reserves Deducted from Assets - | ||||||||||||||||
| Reserves for Uncollectible Accounts: | ||||||||||||||||
| 2015 | $ | 40,670 | $ | 14,228 | $ | 29,559 | $ | 31,829 | $ | 52,628 | ||||||
| 2014 | 41,679 | 24,740 | 627 | 26,376 | 40,670 | |||||||||||
| 2013 | 44,115 | 28,108 | - | 30,544 | 41,679 | |||||||||||
| PSNH: | ||||||||||||||||
| Reserves Deducted from Assets - | ||||||||||||||||
| Reserves for Uncollectible Accounts: | ||||||||||||||||
| 2015 | $ | 7,663 | $ | 8,889 | $ | 841 | $ | 8,660 | $ | 8,733 | ||||||
| 2014 | 7,364 | 6,815 | 797 | 7,313 | 7,663 | |||||||||||
| 2013 | 6,760 | 6,608 | 779 | 6,783 | 7,364 | |||||||||||
| WMECO: | ||||||||||||||||
| Reserves Deducted from Assets - | ||||||||||||||||
| Reserves for Uncollectible Accounts: | ||||||||||||||||
| 2015 | $ | 9,880 | $ | 4,940 | $ | 7,418 | $ | 8,190 | $ | 14,048 | ||||||
| 2014 | 9,984 | 2,415 | 3,608 | 6,127 | 9,880 | |||||||||||
| 2013 | 8,501 | 2,580 | 4,299 | 5,396 | 9,984 | |||||||||||
| (a) | Amounts relate to uncollectible accounts receivables reserved for that are not charged to bad debt expense. The PURA allows CL&P and Yankee Gas to accelerate the recovery of accounts receivable balances attributable to qualified customers under financial or medical duress (uncollectible hardship accounts receivable) outstanding for greater than 180 days and 90 days, respectively. The DPU allows WMECO and NSTAR Gas to also recover in rates amounts associated with certain uncollectible hardship accounts receivable. Certain of NSTAR Electric's uncollectible hardship accounts receivable are expected to be recovered in future rates, similar to WMECO and NSTAR Gas. | |||||||||||||||
| (b) | Amounts written off, net of recoveries. | |||||||||||||||
S-4
EXHIBIT INDEX
Each document described below is incorporated by reference by the registrant(s) listed to the files identified, unless designated with a (*), which exhibits are filed herewith. Management contracts and compensation plans or arrangements are designated with a (+).
Exhibit
Number
Description
Articles of Incorporation and By-Laws
(A)
Eversource Energy
3.1
Declaration of Trust of Eversource Energy, as amended through April 30, 2015 (Exhibit 3.1 Eversource Energy Current Report on Form 8-K filed on April 30, 2015, File No. 001-05324)
(B)
The Connecticut Light and Power Company
3.1
Certificate of Incorporation of CL&P, restated to March 22, 1994 (Exhibit 3.2.1, 1993 CL&P Form 10-K, File No. 000-00404)
3.1.1
Certificate of Amendment to Certificate of Incorporation of CL&P, dated December 26, 1996 (Exhibit 3.2.2, 1996 CL&P Form 10-K filed March 25, 1997, File No. 001-11419)
3.1.2
Certificate of Amendment to Certificate of Incorporation of CL&P, dated April 27, 1998 (Exhibit 3.2.3, 1998 CL&P Form 10-K filed March 23, 1999, File No. 000-00404)
3.1.3
Amended and Restated Certificate of Incorporation of CL&P, dated effective January 3, 2012 (Exhibit 3(i), CL&P Current Report on Form 8-K filed January 9, 2012, File No. 000-00404)
3.2
By-laws of CL&P, as amended and restated effective September 29, 2014 (Exhibit 3.1, CL&P Current Report on Form 8-K filed October 2, 2014, File No. 000-00404)
(C)
NSTAR Electric Company
3.1
Restated Articles of Organization of NSTAR Electric Company, fka Boston Edison Company (Exhibit 3.1, NSTAR Electric Form 10-Q for the Quarter Ended June 30, 1994 filed August 12, 1994, File No. 001-02301)
3.2
Bylaws of NSTAR Electric Company, as amended and restated effective September 29, 2014 (Exhibit 3.1, NSTAR Electric Current Report on Form 8-K filed October 2, 2014, File No. 000-02301)
(D)
Public Service Company of New Hampshire
3.1
Articles of Incorporation, as amended to May 16, 1991 (Exhibit 3.3.1, 1993 PSNH Form 10-K filed March 25, 1994, File No. 001-06392)
3.2
By-laws of PSNH, as in effect June 27, 2008 (Exhibit 3, PSNH Form 10-Q for the Quarter Ended June 30, 2008 filed August 7, 2008, File No. 001-06392)
(E)
Western Massachusetts Electric Company
3.1
Articles of Organization of WMECO, restated to February 23, 1995 (Exhibit 3.4.1, 1994 WMECO Form 10-K filed March 27, 1995, File No. 001-07624)
3.2
By-laws of WMECO, as amended to April 1, 1999 (Exhibit 3.1, WMECO Form 10-Q for the Quarter Ended June 30, 1999 filed August 13, 1999, File No. 000-07624)
3.2.1
By-laws of WMECO, as further amended to May 1, 2000 (Exhibit 3.1, WMECO Form 10-Q for the Quarter Ended June 30, 2000 filed August 11, 2000, File No.000-07624)
E-1
Instruments defining the rights of security holders, including indentures
(A)
Eversource Energy
4.1
Indenture between Eversource Energy and The Bank of New York as Trustee dated as of April 1, 2002 (Exhibit A-3, Eversource Energy 35-CERT filed April 16, 2002, File No. 070-09535)
4.1.1
Fifth Supplemental Indenture between Eversource Energy and The Bank of New York Trust Company N.A., as Trustee, dated as of May 1, 2013, relating to $300 million of Senior Notes, Series E, due 2018 and $400 million of Senior Notes, Series F, due 2023 (Exhibit 4.1, Eversource Energy Current Report on Form 8-K filed May 16, 2013, File No. 001-05324)
4.1.2
Sixth Supplemental Indenture between 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, Eversource Energy Current Report on Form 8-K filed January 21, 2015, File No. 001-05324)
4.2
Indenture dated as of January 12, 2000, between Eversource Energy, as successor to NSTAR LLC, as successor to NSTAR, and Bank One Trust Company N.A. (Exhibit 4.1 to NSTAR Registration Statement on Form S-3, File No. 333-94735)
4.2.1
Form of 4.50% Debenture Due 2019 (Exhibit 99.2, NSTAR Form 8-K filed November 16, 2009, File No. 001-14768)
(B)
The Connecticut Light and Power Company
4.1
Indenture of Mortgage and Deed of Trust between CL&P and Bankers Trust Company, Trustee, dated as of May 1, 1921 (Composite including all twenty-four amendments to May 1, 1967) (Exhibit 4.1.1, 1989 Eversource Energy Form 10-K, File No. 001-05324)
4.1.1
Series D Supplemental Indentures to the Composite May 1, 1921 Indenture of Mortgage and Deed of Trust between CL&P and Bankers Trust Company, dated as of October 1, 1994 (Exhibit 4.2.16, 1994 CL&P Form 10-K filed March 27, 1995, File No. 001-11419)
4.1.2
Series B Supplemental Indenture between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of September 1, 2004 (Exhibit 99.5, CL&P Current Report on Form 8-K filed September 22, 2004, File No. 000-00404)
4.2
Composite Indenture of Mortgage and Deed of Trust between CL&P and Deutsche Bank Trust Company Americas f/k/a Bankers Trust Company, dated as of May 1, 1921, as amended and supplemented by seventy-three supplemental mortgages to and including Supplemental Mortgage dated as of April 1, 2005 (Exhibit 99.5, CL&P Current Report on Form 8-K filed April 13, 2005, File No. 000-00404)
4.2.1
Supplemental Indenture (2005 Series B Bonds) between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of April 1, 2005 (Exhibit 99.2, CL&P Current Report on Form 8-K filed April 13, 2005, File No. 000-00404)
4.2.2
Supplemental Indenture (2006 Series A Bonds) between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of June 1, 2006 (Exhibit 99.2, CL&P Current Report on Form 8-K filed June 7, 2006, File No. 000-00404)
4.2.3
Supplemental Indenture (2007 Series A Bonds and 2007 Series B Bonds) between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of March 1, 2007 (Exhibit 99.2, CL&P Current Report on Form 8-K filed March 29, 2007, File No. 000-00404)
4.2.4
Supplemental Indenture (2007 Series C Bonds and 2007 Series D Bonds) between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of September 1, 2007 (Exhibit 4, CL&P Current Report on Form 8-K filed September 19, 2007, File No. 000-00404)
4.2.5
Supplemental Indenture (2008 Series A Bonds) between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of May 1, 2008 (Exhibit 4, CL&P Current Report on Form 8-K filed May 29, 2008, File No. 000-00404)
4.2.6
Supplemental Indenture (2009 Series A Bonds) between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of February 1, 2009 (Exhibit 4, CL&P Current Report on Form 8-K filed February 19, 2009, File No. 000-00404)
4.2.7
Supplemental Indenture (2013 Series A Bond) between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of January 1, 2013 (Exhibit 4.1, CL&P Current Report on Form 8-K filed January 22, 2013, File No. 000-00404)
E-2
4.2.8
Supplemental Indenture (2014 Series A Bond) between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of April 1, 2014 (Exhibit 4.1, CL&P Current Report on Form 8-K filed April 29, 2014, File No. 000-00404)
4.2.9
Supplemental Indenture (2015 Series A Bonds) between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of May 1, 2015 (Exhibit 4.1, CL&P Current Report on Form 8-K filed May 26, 2015, File No. 000-00404)
4.2.10
Supplemental Indenture (2015 Series A Bonds) between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of November 1, 2015 (Exhibit 4.1, CL&P Current Report on Form 8-K filed December 4, 2015, File No. 000-00404)
4.3
Loan Agreement between Connecticut Development Authority and CL&P (Pollution Control Revenue Refunding Bonds โ 2011A Series) dated as of October 1, 2011 (Exhibit 1.1, CL&P Current Report on Form 8-K filed October 28, 2011, File No. 000-00404)
(C)
NSTAR Electric Company
4.1
Indenture between Boston Edison Company and the Bank of New York (as successor to Bank of Montreal Trust Company) (Exhibit 4.1, NSTAR Electric Form 10-Q for the Quarter Ended September 30, 1988, File No. 001-02301)
4.1.1
A Form of 5.75% Debenture Due March 15, 2036 (Exhibit 99.2, Boston Edison Company Current Report on Form 8-K filed March 17, 2006, File No. 001-02301)
4.1.2
A Form of 5.625% Debenture Due November 15, 2017 (Exhibit 99.2, NSTAR Electric Company Current Report on Form 8-K filed November 20, 2007 and filed February 17, 2009, File No. 001-02301)
4.1.3
A Form of 5.50% Debenture Due March 15, 2040 (Exhibit 99.2, NSTAR Electric Company Current Report on Form 8-K filed March 15, 2010, File No. 001-02301)
4.1.4
A Form of 2.375% Debenture Due 2022 (Exhibit 4, NSTAR Electric Company Current Report on Form 8-K filed October 18, 2012, File No. 001-02301)
4.1.5
A Form of Floating Rate Debenture Due 2016 (Exhibit 4, NSTAR Electric Company Current Report on Form 8-K filed May 22, 2013, File No. 001-02301)
4.1.6
A Form of 4.40% Debenture Due 2044 (Exhibit 4, NSTAR Electric Company Current Report on Form 8-K filed March 13, 2014, File No. 001-02301)
4.17.
A Form of 3.25% Debenture due 2025 (Exhibit 4, NSTAR Electric Company Current Report on Form 8-K filed on November 20, 2015 (Exhibit 4, File No. 001-02301)
*4.2
Amended and Restated Credit Agreement, dated October 26, 2015, by and between NSTAR Electric and the Banks named therein, pursuant to which Barclays Bank PLC serves as Administrative Agent and Swing Line Lender
(D)
Public Service Company of New Hampshire
4.1
First Mortgage Indenture between PSNH and First Fidelity Bank, National Association, New Jersey, now First Union National Bank, Trustee, dated as of August 15, 1978 (Composite including all amendments effective June 1, 2011) (included as Exhibit C to the Eighteenth Supplemental Indenture filed as Exhibit 4.1 to PSNH Current Report on Form 8-K filed June 2, 2011, File No. 001-06392)
4.1.1
Fourteenth Supplemental Indenture between PSNH and Wachovia Bank, National Association successor to First Union National Bank, as successor to First Fidelity Bank, National Association, as Trustee dated as of October 1, 2005 (Exhibit 99.2, PSNH Current Report on Form 8-K filed October 6, 2005, File No. 001-06392)
4.1.2
Fifteenth Supplemental Indenture between PSNH and Wachovia Bank, National Association successor to First Union National Bank, as successor to First Fidelity Bank, National Association, as Trustee dated as of September 1, 2007 (Exhibit 4.1, PSNH Current Report on Form 8-K filed September 25, 2007, File No. 001-06392)
4.1.3
Sixteenth Supplemental Indenture between PSNH and U.S. Bank National Association, Trustee, dated as of May 1, 2008 (Exhibit 4.1 to PSNH Current Report on Form 8-K filed May 29, 2008 (File No.001-06392)
4.1.4
Seventeenth Supplemental Indenture, between PSNH and U.S. Bank National Association, as Trustee dated as of December 1, 2009 (Exhibit 4.1, PSNH Current Report on Form 8-K filed December 15, 2009 (File No. 001-06392)
4.1.5
Eighteenth Supplemental Indenture, between PSNH and U.S. Bank National Association, as Trustee dated as of May 1, 2011 (Exhibit 4.1, PSNH Current Report on Form 8-K filed June 2, 2011 (File No. 001-06392)
E-3
4.1.6
Nineteenth Supplemental Indenture, between PSNH and U.S. Bank National Association, as Trustee dated as of September 1, 2011 (Exhibit 4.1, PSNH Current Report on Form 8-K filed September 16, 2011 (File No. 001-06392)
4.1.7
Twentieth Supplemental Indenture, between PSNH and U.S. Bank National Association, as Trustee dated as of November 1, 2013 (Exhibit 4.1, PSNH Current Report on Form 8-K filed November 20, 2013 (File No. 001-06392)
4.1.8
Twenty-first Supplemental Indenture, between PSNH and U.S. Bank National Association, as Trustee dated as of October 1, 2014 (Exhibit 4.1, PSNH Current Report on Form 8-K filed October 17, 2014 (File No. 001-06392)
4.2
Series A Loan and Trust Agreement among Business Finance Authority of the State of New Hampshire and PSNH and State Street Bank and Trust Company, as Trustee (Tax Exempt Pollution Control Bonds) dated as of October 1, 2001 (Exhibit 4.3.4, 2001 Eversource Energy Form 10-K filed March 22, 2002, File No. 001-05324)
(E)
Western Massachusetts Electric Company
4.1
Indenture between WMECO and The Bank of New York, as Trustee, dated as of September 1, 2003 (Exhibit 99.2, WMECO Current Report on Form 8-K filed October 8, 2003, File No. 000-07624)
4.1.1
Second Supplemental Indenture between WMECO and The Bank of New York, as Trustee dated as of September 1, 2004 (Exhibit 4.1, WMECO Current Report on Form 8-K filed September 27, 2004, File No. 000-07624)
4.1.2
Fourth Supplemental Indenture between WMECO and The Bank of New York Trust, as Trustee, dated as of August 1, 2007 (Exhibit 4.1, WMECO Current Report on Form 8-K filed August 20, 2007, File No. 000-07624)
4.1.3
Fifth Supplemental Indenture between WMECO and The Bank of New York Trust Company, N.A., as Trustee, dated as of March 1, 2010 (Exhibit 4.1, WMECO Current Report on Form 8-K filed March 10, 2010, File No. 000-07624)
4.1.4
Sixth Supplemental Indenture between WMECO and The Bank of New York Trust Company, N.A., as Trustee, dated as of September 15, 2011 (Exhibit 4.1, WMECO Current Report on Form 8-K filed September 19, 2011, File No. 000-07624)
4.1.5
Seventh Supplemental Indenture between WMECO and The Bank of New York Trust Company, N.A., as Trustee, dated as of November 1, 2013 (Exhibit 4.1, WMECO Current Report on Form 8-K filed November 21, 2013, File No. 000-07624)
(F)
Eversource Energy, The Connecticut Light and Power Company, Public Service Company of New Hampshire and Western Massachusetts Electric Company
*4.1
Amended and Restated Credit Agreement, dated October 26, 2015, by and among Eversource Energy, CL&P, NSTAR Gas, PSNH, WMECO, and Yankee Gas Services Company and the Banks named therein, pursuant to which Bank of America, N.A. serves as Administrative Agent
Material Contracts
(A)
Eversource Energy
10.1
Lease between The Rocky River Realty Company and Eversource Energy Service Company dated as of April 14, 1992 with respect to the Berlin, Connecticut headquarters (Exhibit 10.29.1, 1992 Eversource Energy Form 10-K, File No. 001-05324)
10.2
Amended and Restated Indenture of Mortgage and Deed of Trust between Yankee Gas Services Company and the Bank of New York Mellon Trust company, N.A. formerly Connecticut National Bank, as Trustee, dated July 1, 1989, (Composite including all amendments effective January 1, 2014) (included as Exhibit B to the Eleventh Supplemental Indenture filed as Exhibit 10, Eversource Energy Form 10-Q for the Quarter Ended March 31, 2014 filed May 2, 2014, File No. 001-05324)
10.2.1
First Supplemental Indenture of Mortgage and Deed of Trust between Yankee Gas Services Company and The Connecticut National Bank, as Trustee, dated April 1, 1992 (Yankee Energy System, Inc. Registration Statement on Form S-3, dated October 2, 1992, File No. 33-52750
10.2.2
Seventh Supplemental Indenture of Mortgage and Deed of Trust between Yankee Gas Services Company and The Bank of New York, as Successor Trustee to Fleet Bank (formerly The Connecticut National Bank) dated November 1, 2004 (Exhibit 10.5.7, 2004 Eversource Energy Form 10-K filed March 17, 2005, File No. 001-05324)
10.2.3
Eighth Supplemental Indenture of Mortgage and Deed of Trust between Yankee Gas Services Company and The Bank of New York, as Successor Trustee to Fleet Bank (formerly the Connecticut National Bank) dated July 1, 2005 (Exhibit 10.5.8, Eversource Energy Form 10-Q for the Quarter Ended June 30, 2005 filed August 8, 2005, File No. 001-05324)
E-4
10.2.4
Ninth Supplemental Indenture of Mortgage and Deed of Trust 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) dated as of October 1, 2008 (Exhibit 10-1, Eversource Energy Form 10-Q for the Quarter Ended September 30, 2008 filed November 10, 2008, File No. 001-05324)
10.2.5
Tenth Supplemental Indenture of Mortgage and Deed of Trust 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), dated as of April 1, 2010 (Exhibit 10, Eversource Energy Form 10-Q for the Quarter Ended March 31, 2010 filed May 7, 2010, File No. 001-05324)
10.2.6
Eleventh Supplemental Indenture of Mortgage and Deed of Trust 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), dated as of January 1, 2014 (Exhibit 10, Eversource Energy Form 10-Q for the Quarter Ended March 31, 2014 filed May 2, 2014, File No. 001-05324)
10.2.7
Twelfth Supplemental Indenture of Mortgage and Deed of Trust 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), dated as of September 1, 2015 (Exhibit 10, Eversource Energy Form 10-Q for the Quarter Ended September 30, 2015 filed November 6, 2015, File No. 001-05324)
*+10.3
Eversource Energy Board of Trustees' Compensation Arrangement Summary
10.4
Composite Transmission Service Agreement, by and between Northern Pass Transmission LLC, as Owner and H.Q. Hydro Renewable Energy, Inc., as Purchaser dated October 4, 2010 and effective February 14, 2014 (Exhibit 10.5, 1992 Eversource Energy Form 10-K, File No. 001-05324)
*+10.5
Eversource Supplemental Executive Retirement Program effective as of January 1, 2015
*+10.6
Eversource Energy Deferred Compensation Plan for Executives effective as of January 1, 2014
(B)
Eversource Energy, The Connecticut Light and Power Company, Public Service Company of New Hampshire and Western Massachusetts Electric Company
10.1
Amended and Restated Form of Service Contract between each of Eversource Energy, CL&P and WMECO and Eversource Energy Service Company dated as of January 1, 2014. (Exhibit 10.1, Eversource Energy Form 10-K filed on February 25, 2014, File No. 001-05324)
10.2
Agreements among New England Utilities with respect to the Hydro-Quebec interconnection projects (Exhibits 10(u) and 10(v); 10(w), 10(x), and 10(y), 1990 and 1988, respectively, Form 10-K of New England Electric System, File No. 001-03446)
10.3
Transmission Operating Agreement between the Initial Participating Transmission Owners, Additional Participating Transmission Owners and ISO New England, Inc. dated as of February 1, 2005 (Exhibit 10.29, 2004 Eversource Energy Form 10-K filed March 17, 2005, File No. 001-05324)
10.3.1
Rate Design and Funds Disbursement Agreement among the Initial Participating Transmission Owners, Additional Participating Transmission Owners and ISO New England, Inc., effective June 30, 2006 (Exhibit 10.22.1, 2006 Eversource Energy Form 10-K filed March 1, 2007, File No. 001-05324)
10.4
Eversource Energy Service Company Transmission and Ancillary Service Wholesale Revenue Allocation Methodology among The Connecticut Light and Power Company, Western Massachusetts Electric Company, Public Service Company of New Hampshire, Holyoke Water Power Company and Holyoke Power and Electric Company Trustee dated as of January 1, 2008 (Exhibit 10.1, Eversource Energy Form 10-Q for the Quarter Ended March 31, 2008 filed May 9, 2008, File No. 001-05324)
+10.5
Amended and Restated Employment Agreement with Gregory B. Butler, effective January 1, 2009 (Exhibit 10.7, 2008 Eversource Energy Form 10-K filed February 27, 2009, File No. 001-05324)
+10.6
Amended and Restated Employment Agreement with David R. McHale, effective January 1, 2009 (Exhibit 10.8, 2008 Eversource Energy Form 10-K filed February 27, 2009, File No. 001-05324)
+10.7
Amended and Restated Memorandum Agreement between Eversource Energy and Leon J. Olivier effective January 1, 2009 (Exhibit 10.9, 2008 Eversource Energy Form 10-K filed February 27, 2009, File No. 001-05324)
+10.8
Amended and Restated Incentive Plan Effective January 1, 2009 (Exhibit 10.3, Eversource Energy Form 10-Q for the Quarter Ended September 30, 2008 filed November 10, 2008, File No. 001-05324)
E-5
+10.9
Trust under Supplemental Executive Retirement Plan dated May 2, 1994 (Exhibit 10.33, 2002 Eversource Energy Form 10-K filed March 21, 2003, File No. 001-05324)
+10.9.1
First Amendment to Trust Under Supplemental Executive Retirement Plan, effective as of December 10, 2002 (Exhibit 10 (B) 10.19.1, 2003 Eversource Energy Form 10-K filed March 12, 2004, File No. 001-05324)
+10.9.2
Second Amendment to Trust Under Supplemental Executive Retirement Plan , effective as of November 12, 2008 (Exhibit 10.12.2, 2008 Eversource Energy Form 10-K filed February 27, 2009, File No. 001-05324)
+10.10
Special Severance Program for Officers of Eversource Energy Companies as of January 1, 2009 (Exhibit 10.2 Eversource Energy Form 10-Q for Quarter Ended September 30, 2008 filed November 10, 2008, File No. 001-05324)
10.11
Eversource Energy's Third Amended and Restated Tax Allocation Agreement dated as of April 10, 2012, (Exhibit 10.1 Eversource Energy Form 10-Q for Quarter Ended June 30, 2012 filed August 7, 2012, File No. 001-05324)
(C)
Eversource Energy and The Connecticut Light and Power Company
10.1
CL&P Agreement Re: Connecticut NEEWS Projects by and between CL&P and The United Illuminating Company dated July 14, 2010 (Exhibit 10, CL&P Form 10-Q for the Quarter Ended June 30, 2010 filed August 6, 2010, File No. 000-00404)
(D)
Eversource Energy and NSTAR Electric Company
10.1
NSTAR Electric Company Restructuring Settlement Agreement dated July 1997, (Exhibit 10.12, Boston Edison 1997 Form 10-K filed March 30, 1998, File No. 001-02301)
10.2
Amended and Restated Power Purchase Agreement (NEA A PPA), dated August 19, 2004, by and between Boston Edison and Northeast Energy Associates L.P. (Exhibit 10.18, 2005 NSTAR Form 10-K filed February 21, 2006, File No. 001-14768)
10.3
Amended and Restated Power Purchase Agreement (NEA B PPA), dated August 19, 2004, by and between ComElectric and Northeast Energy Associates L. P. (Exhibit 10.19, 2005 NSTAR Form 10-K filed February 21, 2006, File No. 001-14768)
10.4
Amended and Restated Power Purchase Agreement (CECO 1 PPA), dated August 19, 2004 by and between ComElectric and Northeast Energy Associates L. P. (Exhibit 10.20, 2005 NSTAR Form 10-K filed February 21, 2006, File No. 001-14768)
10.5
Amended and Restated Power Purchase Agreement (CECO 2 PPA), dated August 19, 2004 by and between ComElectric and Northeast Energy Associates L. P. (Exhibit 10.21, 2005 NSTAR Form 10-K filed February 21, 2006, File No. 001-14768)
10.6
The Bellingham Execution Agreement, dated August 19, 2004 between Boston Edison, ComElectric and Northeast Energy Associates L. P. (Exhibit 10.22, 2005 NSTAR Form 10-K filed February 21, 2006, File No. 001-14768)
10.7
Second Restated NEPOOL Agreement among NSTAR Electric and various other electric utilities operating in New England, dated August 16, 2004 (Exhibit 10.2.1.1, 2005 NSTAR Form 10-K filed February 21, 2006, File No. 001-14768)
10.8
Transmission Operating Agreement among NSTAR Electric and various electric transmission providers in New England and ISO New England Inc., dated February 1, 2005 (Exhibit 10.2.1.2, 2005 NSTAR Form 10-K filed February 21, 2006, File No. 001-14768)
10.9
Market Participants Service Agreement among NSTAR Electric and various other electric utilities operating in New England, NEPOOL and ISO New England Inc., dated February 1, 2005 (Exhibit 10.2.1.3, 2005 NSTAR Form 10-K filed February 21, 2006, File No. 001-14768)
10.10
Rate Design and Funds Disbursement Agreement among NSTAR Electric and various other electric transmission providers in New England, dated February 1, 2005 (Exhibit 10.2.1.4, 2005 NSTAR Form 10-K filed February 21, 2006, File No. 001-14768)
10.11
Participants Agreement among NSTAR Electric, various electric utilities operating in New England, NEPOOL and ISO-New England, Inc., dated February 1, 2005 (Exhibit 10.2.1.4, 2006 NSTAR Form 10-K filed February 16, 2007, File No. 001-14768)
+10.12
NSTAR Excess Benefit Plan, effective August 25, 1999 (Exhibit 10.1 1999 NSTAR Form 10-K/A filed September 29, 2000, File No. 001-14768)
+10.12.1
NSTAR Excess Benefit Plan, incorporating the NSTAR 409A Excess Benefit Plan, as amended and restated effective January 1, 2008, dated December 24, 2008 (Exhibit 10.1.1 2008 NSTAR Form 10-K filed February 9, 2009, File No. 001-14768)
+10.13
Special Supplemental Executive Retirement Agreement between Boston Edison Company and Thomas J. May dated March 13, 1999, regarding Key Executive Benefit Plan and Supplemental Executive Retirement Plan (Exhibit 10.3, 1999 NSTAR Form 10-K/A filed September 9, 2000, File No. 001-14768)
E-6
+10.14
Amended and Restated Change in Control Agreement by and between NSTAR and Thomas J. May dated November 15, 2007 (Exhibit 10.5, 2007 NSTAR Form 10-K filed February 11, 2008, File No. 001-14768)
+10.15
NSTAR 2007 Long Term Incentive Plan, effective May 3, 2007 (Exhibit 10.2, Eversource Energy Registration Statement on Form S-8 filed on May 8, 2012)
+10.15.1
Deferred Common Share/Dividend Equivalent Award, Stock Option Grant, Option Certificate and Performance Share Award/Dividend Equivalent Award Agreement Under the NSTAR 2007 Long Term Incentive Plan, by and between NSTAR and Thomas J. May, dated January 24, 2008 (Exhibit 10.8.1, 2007 NSTAR Form 10-K filed February 11, 2008, File No. 001-14768)
+10.15.2
Deferred Common Share/Dividend Equivalent Award, Stock Option Grant, Option Certificate and Performance Share Award/Dividend Equivalent Award Agreement Under the NSTAR 2007 Long Term Incentive Plan, by and between NSTAR and James J. Judge, dated January 24, 2008 (Exhibit 10.8.2, 2007 NSTAR Form 10-K filed February 11, 2008, File No. 001-14768)
+10.15.3
Deferred Common Share/Dividend Equivalent Award, Stock Option Grant, Option Certificate and Performance Share Award/Dividend Equivalent Award Agreement Under the NSTAR 2007 Long Term Incentive Plan by and between NSTAR and NSTARโs other Senior Vice Presidents and Vice Presidents, dated January 24, 2008 (in form) (Exhibit 10.8.6, 2007 NSTAR Form 10-K filed February 11, 2008, File No. 001-14768)
+10.16
Amended and Restated Change in Control Agreement by and between James J. Judge and NSTAR, dated November 15, 2007 (Exhibit 10.9, 2007 NSTAR Form 10-K filed February 11, 2008, File No. 001-14768)
+10.17
Master Trust Agreement between NSTAR and State Street Bank and Trust Company (Rabbi Trust), effective August 25, 1999 (Exhibit 10.5, NSTAR Form 10-Q for the Quarter Ended September 30, 2000 filed November 14, 2000, File No. 001-14768)
+10.18
Amended and Restated Change in Control Agreement by and between NSTARโs other Senior Vice Presidents and NSTAR (in form), dated November 15, 2007 (Exhibit 10.15, 2007 NSTAR Form 10-K filed February 11, 2008, File No. 001-14768)
+10.19
Amended and Restated Change in Control Agreement between NSTARโs Vice Presidents and NSTAR (in form), dated November 15, 2007 (Exhibit 10.16, 2007 NSTAR Form 10-K filed February 11, 2008, File No. 001-14768)
+10.20
Currently effective Change in Control Agreement between NSTARโs Vice Presidents and NSTAR (in form) (Exhibit 10.17, 2009 NSTAR Form 10-K filed February 25, 2010, File No. 001-14768)
10.21
MDTE Order approving Rate Settlement Agreement dated December 31, 2005 (Exhibit 99.2, NSTAR Current Report on Form 8-K filed January 4, 2006, File No. 001-14768)
(E)
Eversource Energy and Public Service Company of New Hampshire
10.1
2015 Public Service Company of New Hampshire Restructuring and Rate Stabilization Agreement, dated as of June 10, 2015, by and among Eversource, PNSH, the Office of Energy and Planning, Designated Advocate Staff of the New Hampshire Public Utilities Commission, the Office of Consumer Advocate, New Hampshire District 3 Senator Jeb Bradley, New Hampshire District 15 Senator Dan Feltes, the City of Berlin, New Hampshire (subject to ratification by the Berlin City Council), Local No. 1837 of the International Brotherhood of Electrical Workers, the Conservation Law Foundation, the Retail Energy Supply Association, TransCanada Power Marketing Ltd., TransCanada Hydro Northeast Inc., New England Power Generators Association, Inc., and the New Hampshire Sustainable Energy Association d/b/a NH CleanTech Council. (Exhibit 99.1, PSNH Current Report on Form 8-K filed June 11, 2015, File No. 001-06392)
*10.1.1
Amendment to the 2015 Public Service Company of New Hampshire Restructuring and Rate Stabilization Agreement dated January 26, 2016
(F)
Eversource Energy and Western Massachusetts Electric Company
10.1
Lease and Agreement by and between WMECO and Bank of New England, N.A., with BNE Realty Leasing Corporation of North Carolina dated as of December 15, 1988 (Exhibit 10.63, 1988 Eversource Energy Form 10-K, File No. 001-05324)
E-7
*12.
Ratio of Earnings to Fixed Charges
(A)
Eversource Energy
(B)
The Connecticut Light and Power Company
(C)
NSTAR Electric Company
(D)
Public Service Company of New Hampshire
(E)
Western Massachusetts Electric Company
*21.
Subsidiaries of the Registrant
*23.
Consents of Independent Registered Public Accounting Firm
*31.
Rule 13a โ 14(a)/15 d โ 14(a) Certifications
(A)
Eversource Energy
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 February 26, 2016
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 February 26, 2016
(B)
The Connecticut Light and Power Company
Certification of Thomas J. May, Chairman 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 February 26, 2016
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 February 26, 2016
(C)
NSTAR Electric Company
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 February 26, 2016
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 February 26, 2016
(D)
Public Service Company of New Hampshire
Certification of Thomas J. May, Chairman 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 February 26, 2016
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 February 26, 2016
(E)
Western Massachusetts Electric Company
Certification of Thomas J. May, Chairman 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 February 26, 2016
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 February 26, 2016
E-8
*32
18 U.S.C. Section 1350 Certifications
(A)
Eversource Energy
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 February 26, 2016
(B)
The Connecticut Light and Power Company
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 February 26, 2016
(C)
NSTAR Electric Company
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 February 26, 2016
(D)
Public Service Company of New Hampshire
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 February 26, 2016
(E)
Western Massachusetts Electric Company
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 February 26, 2016
*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
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