10-Q

	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
	FORM	10-Q
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Quarterly Period Ended	September 30, 2022
	or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE      SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ____________ to ____________

Registrant; State of Incorporation; Address; Telephone Number;

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

EVERSOURCE ENERGY

(a Massachusetts voluntary association)

300 Cadwell Drive, Springfield, Massachusetts 01104

Telephone: (800) 286-5000

Commission File Number: 001-05324

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

THE CONNECTICUT LIGHT AND POWER COMPANY

(a Connecticut corporation)

107 Selden Street, Berlin, Connecticut 06037-1616

Telephone: (800) 286-5000

Commission File Number: 000-00404

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

NSTAR ELECTRIC COMPANY

(a Massachusetts corporation)

800 Boylston Street, Boston, Massachusetts 02199

Telephone: (800) 286-5000

Commission File Number: 001-02301

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

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE

(a New Hampshire corporation)

Energy Park

780 North Commercial Street, Manchester, New Hampshire 03101-1134

Telephone: (800) 286-5000

Commission File Number: 001-06392

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

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, $5.00 par value per share	ES	New York Stock Exchange

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

Yes	No
☒	☐

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

Yes	No
☒	☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act):

	Yes	No
Eversource Energy	☐	☒
The Connecticut Light and Power Company	☐	☒
NSTAR Electric Company	☐	☒
Public Service Company of New Hampshire	☐	☒

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

Company - Class of Stock	Outstanding as of October 31, 2022
Eversource Energy Common Shares, $5.00 par value	348,307,416	shares
The Connecticut Light and Power Company Common Stock, $10.00 par value	6,035,205	shares
NSTAR Electric Company Common Stock, $1.00 par value	200	shares
Public Service Company of New Hampshire Common Stock, $1.00 par value	301	shares

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

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

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

GLOSSARY OF TERMS

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

Current or former Eversource Energy companies, segments or investments:
Eversource, ES or the Company	Eversource Energy and subsidiaries
Eversource parent or ES parent	Eversource Energy, a public utility holding company
ES parent and other companies	ES parent and other companies are comprised of Eversource parent, Eversource Service, and other subsidiaries, which primarily includes our unregulated businesses, HWP Company, The Rocky River Realty Company (a real estate subsidiary), the consolidated operations of CYAPC and YAEC, and Eversource parent's equity ownership interests that are not consolidated
CL&P	The Connecticut Light and Power Company
NSTAR Electric	NSTAR Electric Company
PSNH	Public Service Company of New Hampshire
PSNH Funding	PSNH Funding LLC 3, a bankruptcy remote, special purpose, wholly-owned subsidiary of PSNH
NSTAR Gas	NSTAR Gas Company
EGMA	Eversource Gas Company of Massachusetts
Yankee Gas	Yankee Gas Services Company
Aquarion	Aquarion Company and its subsidiaries
HEEC	Harbor Electric Energy Company, a wholly-owned subsidiary of NSTAR Electric
Eversource Service	Eversource Energy Service Company
North East Offshore	North East Offshore, LLC, an offshore wind business being developed jointly by Eversource and Denmark-based Ørsted
CYAPC	Connecticut Yankee Atomic Power Company
MYAPC	Maine Yankee Atomic Power Company
YAEC	Yankee Atomic Electric Company
Yankee Companies	CYAPC, YAEC and MYAPC
Regulated companies	The Eversource regulated companies are comprised of the electric distribution and transmission businesses of CL&P, NSTAR Electric and PSNH, the natural gas distribution businesses of Yankee Gas, NSTAR Gas and EGMA, Aquarion’s water distribution businesses, and the solar power facilities of NSTAR Electric
Regulators and Government Agencies:
BOEM	U.S. Bureau of Ocean Energy Management
DEEP	Connecticut Department of Energy and Environmental Protection
DOE	U.S. Department of Energy
DOER	Massachusetts Department of Energy Resources
DPU	Massachusetts Department of Public Utilities
EPA	U.S. Environmental Protection Agency
FERC	Federal Energy Regulatory Commission
ISO-NE	ISO New England, Inc., the New England Independent System Operator
MA DEP	Massachusetts Department of Environmental Protection
NHPUC	New Hampshire Public Utilities Commission
PURA	Connecticut Public Utilities Regulatory Authority
SEC	U.S. Securities and Exchange Commission
Other Terms and Abbreviations:
ADIT	Accumulated Deferred Income Taxes
AFUDC	Allowance For Funds Used During Construction
AOCI	Accumulated Other Comprehensive Income
ARO	Asset Retirement Obligation
Bcf	Billion cubic feet
CfD	Contract for Differences
CWIP	Construction Work in Progress
EDC	Electric distribution company
EDIT	Excess Deferred Income Taxes
EPS	Earnings Per Share
ERISA	Employee Retirement Income Security Act of 1974
ESOP	Employee Stock Ownership Plan
Eversource 2021 Form 10-K	The Eversource Energy and Subsidiaries 2021 combined Annual Report on Form 10-K as filed with the SEC
Fitch	Fitch Ratings, Inc.

i

FMCC	Federally Mandated Congestion Charge
GAAP	Accounting principles generally accepted in the United States of America
GWh	Gigawatt-Hours
IPP	Independent Power Producers
ISO-NE Tariff	ISO-NE FERC Transmission, Markets and Services Tariff
kV	Kilovolt
kVa	Kilovolt-ampere
kW	Kilowatt (equal to one thousand watts)
LNG	Liquefied natural gas
LRS	Supplier of last resort service
MG	Million gallons
MGP	Manufactured Gas Plant
MMBtu	One million British thermal units
MMcf	Million cubic feet
Moody's	Moody's Investors Services, Inc.
MW	Megawatt
MWh	Megawatt-Hours
NETOs	New England Transmission Owners (including Eversource, National Grid and Avangrid)
OCI	Other Comprehensive Income/(Loss)
PAM	Pension and PBOP Rate Adjustment Mechanism
PBOP	Postretirement Benefits Other Than Pension
PBOP Plan	Postretirement Benefits Other Than Pension Plan
Pension Plan	Single uniform noncontributory defined benefit retirement plan
PPA	Power purchase agreement
RECs	Renewable Energy Certificates
Regulatory ROE	The average cost of capital method for calculating the return on equity related to the distribution business segment excluding the wholesale transmission segment
ROE	Return on Equity
RRBs	Rate Reduction Bonds or Rate Reduction Certificates
RSUs	Restricted share units
S&P	Standard & Poor's Financial Services LLC
SERP	Supplemental Executive Retirement Plans and non-qualified defined benefit retirement plans
SS	Standard service
UI	The United Illuminating Company
VIE	Variable Interest Entity

ii

EVERSOURCE ENERGY AND SUBSIDIARIES   

THE CONNECTICUT LIGHT AND POWER COMPANY

NSTAR ELECTRIC COMPANY AND SUBSIDIARY

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION
ITEM 1.	Financial Statements (Unaudited)
	Eversource Energy and Subsidiaries (Unaudited)
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Income	2
	Condensed Consolidated Statements of Comprehensive Income	2
	Condensed Consolidated Statements of Common Shareholders' Equity	3
	Condensed Consolidated Statements of Cash Flows	5
	The Connecticut Light and Power Company (Unaudited)
	Condensed Balance Sheets	6
	Condensed Statements of Income	7
	Condensed Statements of Comprehensive Income	7
	Condensed Statements of Common Stockholder's Equity	8
	Condensed Statements of Cash Flows	9
	NSTAR Electric Company 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 Common Stockholder's Equity	12
	Condensed Consolidated Statements of Cash Flows	13
	Public Service Company of New Hampshire and Subsidiaries (Unaudited)
	Condensed Consolidated Balance Sheets	14
	Condensed Consolidated Statements of Income	15
	Condensed Consolidated Statements of Comprehensive Income	15
	Condensed Consolidated Statements of Common Stockholder's Equity	16
	Condensed Consolidated Statements of Cash Flows	17
	Combined Notes to Condensed Financial Statements (Unaudited)	18
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations
	Eversource Energy and Subsidiaries	42
	The Connecticut Light and Power Company, NSTAR Electric Company and Subsidiary, and Public Service Company of New Hampshire and Subsidiaries	58
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	66
ITEM 4.	Controls and Procedures	66
PART II – OTHER INFORMATION
ITEM 1.	Legal Proceedings	67
ITEM 1A.	Risk Factors	67
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	67
ITEM 6.	Exhibits	68
SIGNATURES		70

iii

EVERSOURCE ENERGY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Thousands of Dollars)	As of September 30, 2022		As of December 31, 2021
ASSETS
Current Assets:
Cash	$	45,716	$	66,773
Cash Equivalents (Note 6)	440,000		—
Receivables, Net (net of allowance for uncollectible accounts of $457,645    and $417,406 as of September 30, 2022 and December 31, 2021, respectively)	1,453,785		1,226,069
Unbilled Revenues	181,176		210,879
Fuel, Materials, Supplies and REC Inventory	322,216		267,547
Regulatory Assets	1,143,646		1,129,093
Prepayments and Other Current Assets	333,115		369,759
Total Current Assets	3,919,654		3,270,120
Property, Plant and Equipment, Net	35,029,497		33,377,650
Deferred Debits and Other Assets:
Regulatory Assets	4,558,776		4,586,709
Goodwill	4,477,756		4,477,269
Investments in Unconsolidated Affiliates	2,053,404		1,436,293
Prepaid Pension and PBOP	561,012		271,987
Marketable Securities	377,183		460,347
Other Long-Term Assets	622,143		611,769
Total Deferred Debits and Other Assets	12,650,274		11,844,374
Total Assets	$	51,599,425	$	48,492,144
LIABILITIES AND CAPITALIZATION
Current Liabilities:
Notes Payable	$	401,500	$	1,505,450
Long-Term Debt – Current Portion	1,610,468		1,193,097
Rate Reduction Bonds – Current Portion	43,210		43,210
Accounts Payable	1,459,606		1,672,230
Regulatory Liabilities	988,714		602,432
Other Current Liabilities	983,663		830,620
Total Current Liabilities	5,487,161		5,847,039
Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes	4,830,158		4,597,120
Regulatory Liabilities	3,901,106		3,866,251
Derivative Liabilities	164,253		235,387
Asset Retirement Obligations	505,937		500,111
Accrued Pension, SERP and PBOP	159,217		242,463
Other Long-Term Liabilities	874,391		971,080
Total Deferred Credits and Other Liabilities	10,435,062		10,412,412
Long-Term Debt	19,831,967		17,023,577
Rate Reduction Bonds	410,492		453,702
Noncontrolling Interest – Preferred Stock of Subsidiaries	155,570		155,570
Common Shareholders' Equity:
Common Shares	1,799,920		1,789,092
Capital Surplus, Paid In	8,327,477		8,098,514
Retained Earnings	5,429,076		5,005,391
Accumulated Other Comprehensive Loss	(41,006)		(42,275)
Treasury Stock	(236,294)		(250,878)
Common Shareholders' Equity	15,279,173		14,599,844
Commitments and Contingencies (Note 9)
Total Liabilities and Capitalization	$	51,599,425	$	48,492,144

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

1

EVERSOURCE ENERGY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(Thousands of Dollars, Except Share Information)	2022		2021		2022		2021
Operating Revenues	$	3,215,645	$	2,432,794	$	9,259,596	$	7,381,172
Operating Expenses:
Purchased Power, Fuel and Transmission	1,388,041		880,639		3,718,278		2,529,217
Operations and Maintenance	454,289		389,065		1,378,897		1,265,754
Depreciation	302,143		276,846		885,711		822,197
Amortization	111,287		45,236		418,644		158,860
Energy Efficiency Programs	162,545		143,796		498,708		460,814
Taxes Other Than Income Taxes	240,047		213,881		683,441		623,827
Total Operating Expenses	2,658,352		1,949,463		7,583,679		5,860,669
Operating Income	557,293		483,331		1,675,917		1,520,503
Interest Expense	178,174		147,962		491,509		431,162
Other Income, Net	89,831		43,768		255,253		124,588
Income Before Income Tax Expense	468,950		379,137		1,439,661		1,213,929
Income Tax Expense	117,661		94,091		349,305		294,461
Net Income	351,289		285,046		1,090,356		919,468
Net Income Attributable to Noncontrolling Interests	1,880		1,880		5,639		5,639
Net Income Attributable to Common Shareholders	$	349,409	$	283,166	$	1,084,717	$	913,829
Basic Earnings Per Common Share	$	1.01	$	0.82	$	3.13	$	2.66
Diluted Earnings Per Common Share	$	1.00	$	0.82	$	3.13	$	2.65
Weighted Average Common Shares Outstanding:
Basic	347,297,411		344,023,846		346,115,823		343,848,905
Diluted	347,762,693		344,669,782		346,573,101		344,480,056

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

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(Thousands of Dollars)	2022		2021		2022		2021
Net Income	$	351,289	$	285,046	$	1,090,356	$	919,468
Other Comprehensive Income, Net of Tax:
Qualified Cash Flow Hedging Instruments	5		115		15		967
Changes in Unrealized Losses on    Marketable Securities	(667)		(106)		(1,990)		(569)
Changes in Funded Status of Pension, SERP and    PBOP Benefit Plans	2,520		2,468		3,244		4,148
Other Comprehensive Income, Net of Tax	1,858		2,477		1,269		4,546
Comprehensive Income Attributable to    Noncontrolling Interests	(1,880)		(1,880)		(5,639)		(5,639)
Comprehensive Income Attributable to Common    Shareholders	$	351,267	$	285,643	$	1,085,986	$	918,375

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

2

EVERSOURCE ENERGY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMMON SHAREHOLDERS' EQUITY

(Unaudited)

	For the Nine Months Ended September 30, 2022
	Common Shares			Capital Surplus, Paid In		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Common Shareholders' Equity
(Thousands of Dollars, Except Share Information)	Shares	Amount
Balance as of January 1, 2022	344,403,196	$	1,789,092	$	8,098,514	$	5,005,391	$	(42,275)	$	(250,878)	$	14,599,844
Net Income						445,326						445,326
Dividends on Common Shares - $0.6375 Per Share						(219,768)						(219,768)
Dividends on Preferred Stock						(1,880)						(1,880)
Long-Term Incentive Plan Activity				(16,538)								(16,538)
Issuance of Treasury Shares	447,076			20,642						8,360		29,002
Other Comprehensive Income								704				704
Balance as of March 31, 2022	344,850,272	1,789,092		8,102,618		5,229,069		(41,571)		(242,518)		14,836,690
Net Income						293,742						293,742
Dividends on Common Shares - $0.6375 Per Share						(219,877)						(219,877)
Dividends on Preferred Stock						(1,880)						(1,880)
Issuance of Common Shares - $5 par value	1,392,804	6,964		121,142								128,106
Long-Term Incentive Plan Activity				9,070								9,070
Issuance of Treasury Shares	167,953			11,340						3,141		14,481
Capital Stock Expense				(1,824)								(1,824)
Other Comprehensive Loss								(1,293)				(1,293)
Balance as of June 30, 2022	346,411,029	1,796,056		8,242,346		5,301,054		(42,864)		(239,377)		15,057,215
Net Income						351,289						351,289
Dividends on Common Shares - $0.6375 Per Share						(221,387)						(221,387)
Dividends on Preferred Stock						(1,880)						(1,880)
Issuance of Common Shares - $5 par value	772,867	3,864		67,935								71,799
Long-Term Incentive Plan Activity				7,407								7,407
Issuance of Treasury Shares	164,853			10,762						3,083		13,845
Capital Stock Expense				(973)								(973)
Other Comprehensive Income								1,858				1,858
Balance as of September 30, 2022	347,348,749	$	1,799,920	$	8,327,477	$	5,429,076	$	(41,006)	$	(236,294)	$	15,279,173

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

3

EVERSOURCE ENERGY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMMON SHAREHOLDERS' EQUITY

(Unaudited)

	For the Nine Months Ended September 30, 2021
	Common Shares			Capital Surplus, Paid In		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Common Shareholders' Equity
(Thousands of Dollars, Except Share Information)	Shares	Amount
Balance as of January 1, 2021	342,954,023	$	1,789,092	$	8,015,663	$	4,613,201	$	(76,411)	$	(277,979)	$	14,063,566
Net Income						368,023						368,023
Dividends on Common Shares - $0.6025 Per Share						(206,913)						(206,913)
Dividends on Preferred Stock						(1,880)						(1,880)
Long-Term Incentive Plan Activity				(15,727)								(15,727)
Issuance of Treasury Shares	480,275			16,182						8,981		25,163
Other Comprehensive Income								1,188				1,188
Balance as of March 31, 2021	343,434,298	1,789,092		8,016,118		4,772,431		(75,223)		(268,998)		14,233,420
Net Income						266,400						266,400
Dividends on Common Shares - $0.6025 Per Share						(206,893)						(206,893)
Dividends on Preferred Stock						(1,880)						(1,880)
Long-Term Incentive Plan Activity				6,162								6,162
Issuance of Treasury Shares	166,805			10,679						3,120		13,799
Other Comprehensive Income								881				881
Balance as of June 30, 2021	343,601,103	1,789,092		8,032,959		4,830,058		(74,342)		(265,878)		14,311,889
Net Income						285,046						285,046
Dividends on Common Shares - $0.6025 Per Share						(207,073)						(207,073)
Dividends on Preferred Stock						(1,880)						(1,880)
Long-Term Incentive Plan Activity				6,478								6,478
Issuance of Treasury Shares	173,221			11,435						3,239		14,674
Other Comprehensive Income								2,477				2,477
Balance as of September 30, 2021	343,774,324	$	1,789,092	$	8,050,872	$	4,906,151	$	(71,865)	$	(262,639)	$	14,411,611

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

4

EVERSOURCE ENERGY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended September 30,
(Thousands of Dollars)	2022		2021
Operating Activities:
Net Income	$	1,090,356	$	919,468
Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
Depreciation	885,711		822,197
Deferred Income Taxes	170,752		191,346
Uncollectible Expense	40,753		39,690
Pension, SERP and PBOP Income, Net	(120,416)		(10,882)
Pension and PBOP Contributions	(80,000)		(140,000)
Regulatory (Under)/Over Recoveries, Net	(32,193)		87,455
(Customer Credits)/Reserve at CL&P related to PURA Settlement Agreement and Storm     Performance Penalty	(72,041)		103,583
Amortization	418,644		158,860
Cost of Removal Expenditures	(284,706)		(138,730)
Other	(113,148)		(91,148)
Changes in Current Assets and Liabilities:
Receivables and Unbilled Revenues, Net	(294,383)		(158,205)
Taxes Receivable/Accrued, Net	160,260		44,003
Accounts Payable	11,821		(258,509)
Other Current Assets and Liabilities, Net	(92,506)		(48,855)
Net Cash Flows Provided by Operating Activities	1,688,904		1,520,273
Investing Activities:
Investments in Property, Plant and Equipment	(2,352,743)		(2,211,136)
Proceeds from Sales of Marketable Securities	340,660		334,619
Purchases of Marketable Securities	(313,714)		(313,961)
Investments in Unconsolidated Affiliates	(617,588)		(245,245)
Other Investing Activities	15,245		17,436
Net Cash Flows Used in Investing Activities	(2,928,140)		(2,418,287)
Financing Activities:
Issuance of Common Shares, Net of Issuance Costs	197,108		—
Cash Dividends on Common Shares	(643,634)		(603,611)
Cash Dividends on Preferred Stock	(5,639)		(5,639)
Decrease in Notes Payable	(1,103,950)		(458,325)
Repayment of Rate Reduction Bonds	(43,210)		(43,210)
Issuance of Long-Term Debt	4,045,000		3,150,000
Retirement of Long-Term Debt	(775,000)		(1,142,500)
Other Financing Activities	(50,191)		(45,522)
Net Cash Flows Provided by Financing Activities	1,620,484		851,193
Net Increase/(Decrease) in Cash, Cash Equivalents and Restricted Cash	381,248		(46,821)
Cash, Cash Equivalents and Restricted Cash - Beginning of Period	221,008		264,950
Cash, Cash Equivalents and Restricted Cash - End of Period	$	602,256	$	218,129

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

5

THE CONNECTICUT LIGHT AND POWER COMPANY

CONDENSED BALANCE SHEETS

(Unaudited)

(Thousands of Dollars)	As of September 30, 2022		As of December 31, 2021
ASSETS
Current Assets:
Cash	$	14,289	$	55,804
Receivables, Net (net of allowance for uncollectible accounts of $198,599 and    $181,319 as of September 30, 2022 and December 31, 2021, respectively)	645,489		447,774
Accounts Receivable from Affiliated Companies	76,512		43,944
Unbilled Revenues	49,511		56,787
Materials and Supplies	81,631		60,264
Regulatory Assets	305,556		371,609
Prepaid Property Taxes	79,067		24,261
Prepayments and Other Current Assets	37,667		95,996
Total Current Assets	1,289,722		1,156,439
Property, Plant and Equipment, Net	11,226,672		10,803,543
Deferred Debits and Other Assets:
Regulatory Assets	1,632,875		1,713,161
Other Long-Term Assets	310,267		276,513
Total Deferred Debits and Other Assets	1,943,142		1,989,674
Total Assets	$	14,459,536	$	13,949,656
LIABILITIES AND CAPITALIZATION
Current Liabilities:
Notes Payable to Eversource Parent	$	26,000	$	—
Long-Term Debt – Current Portion	400,000		—
Accounts Payable	439,249		533,454
Accounts Payable to Affiliated Companies	95,708		132,578
Regulatory Liabilities	434,465		266,489
Derivative Liabilities	78,564		73,528
Other Current Liabilities	209,253		141,955
Total Current Liabilities	1,683,239		1,148,004
Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes	1,562,256		1,562,102
Regulatory Liabilities	1,243,581		1,193,259
Derivative Liabilities	164,253		235,387
Other Long-Term Liabilities	175,733		179,824
Total Deferred Credits and Other Liabilities	3,145,823		3,170,572
Long-Term Debt	3,816,229		4,215,379
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	3,210,765		3,010,765
Retained Earnings	2,426,765		2,228,133
Accumulated Other Comprehensive Income	163		251
Common Stockholder's Equity	5,698,045		5,299,501
Commitments and Contingencies (Note 9)
Total Liabilities and Capitalization	$	14,459,536	$	13,949,656

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

6

THE CONNECTICUT LIGHT AND POWER COMPANY

CONDENSED STATEMENTS OF INCOME

(Unaudited)

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(Thousands of Dollars)	2022		2021		2022		2021
Operating Revenues	$	1,369,101	$	919,643	$	3,690,614	$	2,736,513
Operating Expenses:
Purchased Power and Transmission	641,052		392,301		1,585,515		1,073,712
Operations and Maintenance	189,864		137,816		515,928		465,630
Depreciation	89,468		85,304		264,966		253,132
Amortization of Regulatory Assets, Net	105,825		28,921		318,347		76,637
Energy Efficiency Programs	37,934		35,714		103,111		100,810
Taxes Other Than Income Taxes	104,298		99,901		290,449		275,178
Total Operating Expenses	1,168,441		779,957		3,078,316		2,245,099
Operating Income	200,660		139,686		612,298		491,414
Interest Expense	42,391		42,778		125,152		124,371
Other Income, Net	21,927		6,903		61,290		21,690
Income Before Income Tax Expense	180,196		103,811		548,436		388,733
Income Tax Expense	36,909		33,658		126,334		104,626
Net Income	$	143,287	$	70,153	$	422,102	$	284,107

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

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(Thousands of Dollars)	2022		2021		2022		2021
Net Income	$	143,287	$	70,153	$	422,102	$	284,107
Other Comprehensive Loss, Net of Tax:
Qualified Cash Flow Hedging Instruments	(7)		(7)		(20)		(20)
Changes in Unrealized Losses on    Marketable Securities	(23)		(2)		(68)		(18)
Other Comprehensive Loss, Net of Tax	(30)		(9)		(88)		(38)
Comprehensive Income	$	143,257	$	70,144	$	422,014	$	284,069

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

7

THE CONNECTICUT LIGHT AND POWER COMPANY

CONDENSED STATEMENTS OF COMMON STOCKHOLDER'S EQUITY

(Unaudited)

	For the Nine Months Ended September 30, 2022
	Common Stock			Capital Surplus, Paid In		Retained Earnings		Accumulated Other Comprehensive Income		Total Common Stockholder's Equity
(Thousands of Dollars, Except Stock Information)	Stock	Amount
Balance as of January 1, 2022	6,035,205	$	60,352	$	3,010,765	$	2,228,133	$	251	$	5,299,501
Net Income						152,977				152,977
Dividends on Preferred Stock						(1,390)				(1,390)
Dividends on Common Stock						(73,100)				(73,100)
Capital Contributions from Eversource Parent				100,000						100,000
Other Comprehensive Loss								(35)		(35)
Balance as of March 31, 2022	6,035,205	60,352		3,110,765		2,306,620		216		5,477,953
Net Income						125,838				125,838
Dividends on Preferred Stock						(1,390)				(1,390)
Dividends on Common Stock						(73,100)				(73,100)
Capital Contributions from Eversource Parent				100,000						100,000
Other Comprehensive Loss								(23)		(23)
Balance as of June 30, 2022	6,035,205	60,352		3,210,765		2,357,968		193		5,629,278
Net Income						143,287				143,287
Dividends on Preferred Stock						(1,390)				(1,390)
Dividends on Common Stock						(73,100)				(73,100)
Other Comprehensive Loss								(30)		(30)
Balance as of September 30, 2022	6,035,205	$	60,352	$	3,210,765	$	2,426,765	$	163	$	5,698,045

	For the Nine Months Ended September 30, 2021
	Common Stock			Capital Surplus, Paid In		Retained Earnings		Accumulated Other Comprehensive Income		Total Common Stockholder's Equity
(Thousands of Dollars, Except Stock Information)	Stock	Amount
Balance as of January 1, 2021	6,035,205	$	60,352	$	2,810,765	$	2,173,367	$	302	$	5,044,786
Net Income						98,398				98,398
Dividends on Preferred Stock						(1,390)				(1,390)
Dividends on Common Stock						(70,100)				(70,100)
Other Comprehensive Loss								(32)		(32)
Balance as of March 31, 2021	6,035,205	60,352		2,810,765		2,200,275		270		5,071,662
Net Income						115,556				115,556
Dividends on Preferred Stock						(1,390)				(1,390)
Dividends on Common Stock						(70,100)				(70,100)
Other Comprehensive Income								3		3
Balance as of June 30, 2021	6,035,205	60,352		2,810,765		2,244,341		273		5,115,731
Net Income						70,153				70,153
Dividends on Preferred Stock						(1,390)				(1,390)
Dividends on Common Stock						(70,100)				(70,100)
Other Comprehensive Loss								(9)		(9)
Balance as of September 30, 2021	6,035,205	$	60,352	$	2,810,765	$	2,243,004	$	264	$	5,114,385

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

8

THE CONNECTICUT LIGHT AND POWER COMPANY

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended September 30,
(Thousands of Dollars)	2022		2021
Operating Activities:
Net Income	$	422,102	$	284,107
Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
Depreciation	264,966		253,132
Deferred Income Taxes	(18,780)		77,147
Uncollectible Expense	10,816		10,183
Pension, SERP, and PBOP (Income)/Expense, Net	(21,751)		4,478
Pension Contributions	—		(78,913)
Regulatory Under Recoveries, Net	(47,620)		(19,404)
(Customer Credits)/Reserve related to PURA Settlement Agreement and Storm     Performance Penalty	(72,041)		103,583
Amortization of Regulatory Assets, Net	318,347		76,637
Cost of Removal Expenditures	(54,145)		(54,264)
Other	(19,310)		(19,915)
Changes in Current Assets and Liabilities:
Receivables and Unbilled Revenues, Net	(271,658)		(165,423)
Taxes Receivable/Accrued, Net	106,737		45,762
Accounts Payable	273		(54,226)
Other Current Assets and Liabilities, Net	(63,682)		(12,315)
Net Cash Flows Provided by Operating Activities	554,254		450,569
Investing Activities:
Investments in Property, Plant and Equipment	(608,966)		(563,234)
Other Investing Activities	513		251
Net Cash Flows Used in Investing Activities	(608,453)		(562,983)
Financing Activities:
Cash Dividends on Common Stock	(219,300)		(210,300)
Cash Dividends on Preferred Stock	(4,169)		(4,169)
Capital Contributions from Eversource Parent	200,000		—
Issuance of Long-Term Debt	—		425,000
Retirement of Long-Term Debt	—		(120,500)
Increase in Notes Payable to Eversource Parent	26,000		—
Other Financing Activities	—		(5,664)
Net Cash Flows Provided by Financing Activities	2,531		84,367
Net Decrease in Cash and Restricted Cash	(51,668)		(28,047)
Cash and Restricted Cash - Beginning of Period	74,788		99,809
Cash and Restricted Cash - End of Period	$	23,120	$	71,762

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

9

NSTAR ELECTRIC COMPANY AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Thousands of Dollars)	As of September 30, 2022		As of December 31, 2021
ASSETS
Current Assets:
Cash	$	13,581	$	745
Cash Equivalents (Note 6)	440,000		—
Receivables, Net (net of allowance for uncollectible accounts of $99,533 and    $97,005 as of September 30, 2022 and December 31, 2021, respectively)	477,700		405,674
Accounts Receivable from Affiliated Companies	51,600		67,420
Unbilled Revenues	46,312		37,497
Materials, Supplies and REC Inventory	90,456		116,712
Taxes Receivable	—		80,617
Regulatory Assets	387,333		443,956
Prepayments and Other Current Assets	25,898		22,397
Total Current Assets	1,532,880		1,175,018
Property, Plant and Equipment, Net	11,365,172		10,876,614
Deferred Debits and Other Assets:
Regulatory Assets	1,257,884		1,135,231
Prepaid Pension and PBOP	519,059		441,426
Other Long-Term Assets	186,936		171,657
Total Deferred Debits and Other Assets	1,963,879		1,748,314
Total Assets	$	14,861,931	$	13,799,946
LIABILITIES AND CAPITALIZATION
Current Liabilities:
Notes Payable	$	—	$	162,500
Notes Payable to Eversource Parent	2,800		—
Long-Term Debt – Current Portion	400,000		400,000
Accounts Payable	399,669		490,915
Accounts Payable to Affiliated Companies	97,940		129,575
Obligations to Third Party Suppliers	168,845		116,273
Renewable Portfolio Standards Compliance Obligations	83,616		100,200
Regulatory Liabilities	368,044		228,248
Other Current Liabilities	132,919		84,303
Total Current Liabilities	1,653,833		1,712,014
Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes	1,647,513		1,579,508
Regulatory Liabilities	1,595,754		1,559,072
Other Long-Term Liabilities	291,093		347,934
Total Deferred Credits and Other Liabilities	3,534,360		3,486,514
Long-Term Debt	4,424,765		3,585,399
Preferred Stock Not Subject to Mandatory Redemption	43,000		43,000
Common Stockholder's Equity:
Common Stock	—		—
Capital Surplus, Paid In	2,303,942		2,253,942
Retained Earnings	2,901,666		2,718,576
Accumulated Other Comprehensive Income	365		501
Common Stockholder's Equity	5,205,973		4,973,019
Commitments and Contingencies (Note 9)
Total Liabilities and Capitalization	$	14,861,931	$	13,799,946

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

10

NSTAR ELECTRIC COMPANY AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(Thousands of Dollars)	2022		2021		2022		2021
Operating Revenues	$	1,105,452	$	918,698	$	2,752,278	$	2,343,116
Operating Expenses:
Purchased Power and Transmission	421,217		294,052		971,754		711,667
Operations and Maintenance	161,770		142,074		475,727		421,649
Depreciation	91,194		84,820		269,928		251,530
Amortization of Regulatory Assets, Net	15,940		8,073		65,307		23,963
Energy Efficiency Programs	105,708		86,699		255,230		226,071
Taxes Other Than Income Taxes	65,085		54,723		185,748		163,501
Total Operating Expenses	860,914		670,441		2,223,694		1,798,381
Operating Income	244,538		248,257		528,584		544,735
Interest Expense	41,829		37,329		119,035		106,829
Other Income, Net	37,895		20,215		101,385		58,941
Income Before Income Tax Expense	240,604		231,143		510,934		496,847
Income Tax Expense	52,520		53,692		110,674		114,560
Net Income	$	188,084	$	177,451	$	400,260	$	382,287

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

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(Thousands of Dollars)	2022		2021		2022		2021
Net Income	$	188,084	$	177,451	$	400,260	$	382,287
Other Comprehensive (Loss)/Income, Net of Tax:
Changes in Funded Status of SERP Benefit Plan	(61)		(40)		(132)		(122)
Qualified Cash Flow Hedging Instruments	5		5		15		293
Changes in Unrealized Losses on    Marketable Securities	(6)		(1)		(19)		(5)
Other Comprehensive (Loss)/Income, Net of Tax	(62)		(36)		(136)		166
Comprehensive Income	$	188,022	$	177,415	$	400,124	$	382,453

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

11

NSTAR ELECTRIC COMPANY AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDER'S EQUITY

(Unaudited)

	For the Nine Months Ended September 30, 2022
	Common Stock			Capital Surplus, Paid In		Retained Earnings		Accumulated Other Comprehensive Income		Total Common Stockholder's Equity
(Thousands of Dollars, Except Stock Information)	Stock	Amount
Balance as of January 1, 2022	200	$	—	$	2,253,942	$	2,718,576	$	501	$	4,973,019
Net Income						92,739				92,739
Dividends on Preferred Stock						(490)				(490)
Dividends on Common Stock						(71,900)				(71,900)
Other Comprehensive Loss								(47)		(47)
Balance as of March 31, 2022	200	—		2,253,942		2,738,925		454		4,993,321
Net Income						119,437				119,437
Dividends on Preferred Stock						(490)				(490)
Dividends on Common Stock						(71,900)				(71,900)
Capital Contributions from Eversource Parent				50,000						50,000
Other Comprehensive Loss								(27)		(27)
Balance as of June 30, 2022	200	—		2,303,942		2,785,972		427		5,090,341
Net Income						188,084				188,084
Dividends on Preferred Stock						(490)				(490)
Dividends on Common Stock						(71,900)				(71,900)
Other Comprehensive Loss								(62)		(62)
Balance as of September 30, 2022	200	$	—	$	2,303,942	$	2,901,666	$	365	$	5,205,973

	For the Nine Months Ended September 30, 2021
	Common Stock			Capital Surplus, Paid In		Retained Earnings		Accumulated Other Comprehensive Income		Total Common Stockholder's Equity
(Thousands of Dollars, Except Stock Information)	Stock	Amount
Balance as of January 1, 2021	200	$	—	$	1,993,942	$	2,527,167	$	309	$	4,521,418
Net Income						93,924				93,924
Dividends on Preferred Stock						(490)				(490)
Dividends on Common Stock						(206,400)				(206,400)
Other Comprehensive Income								61		61
Balance as of March 31, 2021	200	—		1,993,942		2,414,201		370		4,408,513
Net Income						110,912				110,912
Dividends on Preferred Stock						(490)				(490)
Dividends on Common Stock						(76,800)				(76,800)
Capital Contributions from Eversource Parent				60,000						60,000
Other Comprehensive Income								141		141
Balance as of June 30, 2021	200	—		2,053,942		2,447,823		511		4,502,276
Net Income						177,451				177,451
Dividends on Preferred Stock						(490)				(490)
Other Comprehensive Loss								(36)		(36)
Balance as of September 30, 2021	200	$	—	$	2,053,942	$	2,624,784	$	475	$	4,679,201

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

12

NSTAR ELECTRIC COMPANY AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended September 30,
(Thousands of Dollars)	2022		2021
Operating Activities:
Net Income	$	400,260	$	382,287
Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
Depreciation	269,928		251,530
Deferred Income Taxes	34,025		12,905
Uncollectible Expense	12,159		12,477
Pension, SERP and PBOP Income, Net	(41,790)		(19,627)
Pension Contributions	(15,000)		(10,000)
Regulatory (Under)/Over Recoveries, Net	(36,203)		86,111
Amortization of Regulatory Assets, Net	65,307		23,963
Cost of Removal Expenditures	(33,467)		(36,521)
Payment of Withheld Property Taxes	(76,084)		—
Other	(8,961)		(34,484)
Changes in Current Assets and Liabilities:
Receivables and Unbilled Revenues, Net	(67,950)		(110,336)
Taxes Receivable/Accrued, Net	122,467		109,561
Accounts Payable	(55,676)		(85,431)
Other Current Assets and Liabilities, Net	65,609		34,905
Net Cash Flows Provided by Operating Activities	634,624		617,340
Investing Activities:
Investments in Property, Plant and Equipment	(691,940)		(675,245)
Other Investing Activities	143		70
Net Cash Flows Used in Investing Activities	(691,797)		(675,175)
Financing Activities:
Cash Dividends on Common Stock	(215,700)		(283,200)
Cash Dividends on Preferred Stock	(1,470)		(1,470)
Issuance of Long-Term Debt	850,000		600,000
Retirement of Long-Term Debt	—		(250,000)
Capital Contributions from Eversource Parent	50,000		60,000
Increase in Notes Payable to Eversource Parent	2,800		3,300
Decrease in Notes Payable	(162,500)		(57,000)
Other Financing Activities	(13,191)		(10,367)
Net Cash Flows Provided by Financing Activities	509,939		61,263
Net Increase in Cash, Cash Equivalents and Restricted Cash	452,766		3,428
Cash, Cash Equivalents and Restricted Cash - Beginning of Period	18,179		17,410
Cash, Cash Equivalents and Restricted Cash - End of Period	$	470,945	$	20,838

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

13

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Thousands of Dollars)	As of September 30, 2022		As of December 31, 2021
ASSETS
Current Assets:
Cash	$	2,171	$	15
Receivables, Net (net of allowance for uncollectible accounts of $28,820 and $24,331    as of September 30, 2022 and December 31, 2021, respectively)	180,790		124,232
Accounts Receivable from Affiliated Companies	14,418		17,156
Unbilled Revenues	59,715		53,937
Materials, Supplies and REC Inventory	38,041		25,930
Regulatory Assets	110,111		107,169
Special Deposits	18,721		31,390
Prepayments and Other Current Assets	3,789		22,109
Total Current Assets	427,756		381,938
Property, Plant and Equipment, Net	3,917,559		3,656,462
Deferred Debits and Other Assets:
Regulatory Assets	618,720		679,182
Other Long-Term Assets	25,651		23,202
Total Deferred Debits and Other Assets	644,371		702,384
Total Assets	$	4,989,686	$	4,740,784
LIABILITIES AND CAPITALIZATION
Current Liabilities:
Notes Payable to Eversource Parent	$	139,700	$	110,600
Rate Reduction Bonds – Current Portion	43,210		43,210
Accounts Payable	162,643		166,452
Accounts Payable to Affiliated Companies	27,032		43,485
Regulatory Liabilities	185,092		120,176
Other Current Liabilities	69,801		63,005
Total Current Liabilities	627,478		546,928
Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes	534,875		537,978
Regulatory Liabilities	381,294		381,366
Other Long-Term Liabilities	42,453		64,264
Total Deferred Credits and Other Liabilities	958,622		983,608
Long-Term Debt	1,164,427		1,163,833
Rate Reduction Bonds	410,492		453,702
Common Stockholder's Equity:
Common Stock	—		—
Capital Surplus, Paid In	1,268,134		1,088,134
Retained Earnings	560,627		504,556
Accumulated Other Comprehensive (Loss)/Income	(94)		23
Common Stockholder's Equity	1,828,667		1,592,713
Commitments and Contingencies (Note 9)
Total Liabilities and Capitalization	$	4,989,686	$	4,740,784

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

14

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(Thousands of Dollars)	2022		2021		2022		2021
Operating Revenues	$	430,642	$	314,893	$	1,077,124	$	887,177
Operating Expenses:
Purchased Power and Transmission	215,360		107,353		452,007		279,475
Operations and Maintenance	67,811		57,041		194,114		168,242
Depreciation	32,187		30,169		94,997		89,462
Amortization of Regulatory Assets, Net	7,398		17,922		43,449		62,744
Energy Efficiency Programs	11,142		10,762		28,678		30,475
Taxes Other Than Income Taxes	25,331		24,038		73,377		69,639
Total Operating Expenses	359,229		247,285		886,622		700,037
Operating Income	71,413		67,608		190,502		187,140
Interest Expense	15,030		14,321		43,432		42,774
Other Income, Net	8,073		3,171		23,365		11,598
Income Before Income Tax Expense	64,456		56,458		170,435		155,964
Income Tax Expense	13,009		12,315		36,364		32,512
Net Income	$	51,447	$	44,143	$	134,071	$	123,452

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

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(Thousands of Dollars)	2022		2021		2022		2021
Net Income	$	51,447	$	44,143	$	134,071	$	123,452
Other Comprehensive (Loss)/Income, Net of Tax:
Qualified Cash Flow Hedging Instruments	—		109		—		673
Changes in Unrealized Losses on    Marketable Securities	(39)		(6)		(117)		(33)
Other Comprehensive (Loss)/Income, Net of Tax	(39)		103		(117)		640
Comprehensive Income	$	51,408	$	44,246	$	133,954	$	124,092

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

15

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDER'S EQUITY

(Unaudited)

	For the Nine Months Ended September 30, 2022
	Common Stock			Capital Surplus, Paid In		Retained Earnings		Accumulated Other Comprehensive Income/(Loss)		Total Common Stockholder's Equity
(Thousands of Dollars, Except Stock Information)	Stock	Amount
Balance as of January 1, 2022	301	$	—	$	1,088,134	$	504,556	$	23	$	1,592,713
Net Income						45,586				45,586
Dividends on Common Stock						(26,000)				(26,000)
Other Comprehensive Loss								(48)		(48)
Balance as of March 31, 2022	301	—		1,088,134		524,142		(25)		1,612,251
Net Income						37,038				37,038
Dividends on Common Stock						(26,000)				(26,000)
Capital Contributions from Eversource Parent				180,000						180,000
Other Comprehensive Loss								(30)		(30)
Balance as of June 30, 2022	301	—		1,268,134		535,180		(55)		1,803,259
Net Income						51,447				51,447
Dividends on Common Stock						(26,000)				(26,000)
Other Comprehensive Loss								(39)		(39)
Balance as of September 30, 2022	301	$	—	$	1,268,134	$	560,627	$	(94)	$	1,828,667

	For the Nine Months Ended September 30, 2021
	Common Stock			Capital Surplus, Paid In		Retained Earnings		Accumulated Other Comprehensive (Loss)/Income		Total Common Stockholder's Equity
(Thousands of Dollars, Except Stock Information)	Stock	Amount
Balance as of January 1, 2021	301	$	—	$	928,134	$	615,018	$	(613)	$	1,542,539
Net Income						44,676				44,676
Dividends on Common Stock						(25,200)				(25,200)
Other Comprehensive Income								255		255
Balance as of March 31, 2021	301	—		928,134		634,494		(358)		1,562,270
Net Income						34,633				34,633
Dividends on Common Stock						(185,200)				(185,200)
Capital Contributions from Eversource Parent				160,000						160,000
Other Comprehensive Income								282		282
Balance as of June 30, 2021	301	—		1,088,134		483,927		(76)		1,571,985
Net Income						44,143				44,143
Dividends on Common Stock						(25,200)				(25,200)
Other Comprehensive Income								103		103
Balance as of September 30, 2021	301	$	—	$	1,088,134	$	502,870	$	27	$	1,591,031

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

16

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended September 30,
(Thousands of Dollars)	2022		2021
Operating Activities:
Net Income	$	134,071	$	123,452
Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
Depreciation	94,997		89,462
Deferred Income Taxes	(12,212)		(13,385)
Uncollectible Expense	8,060		4,381
Pension, SERP and PBOP Income, Net	(12,269)		(2,664)
Regulatory Over Recoveries, Net	63,423		29,029
Amortization of Regulatory Assets, Net	43,449		62,744
Cost of Removal Expenditures	(25,682)		(19,988)
Other	10,317		(2,750)
Changes in Current Assets and Liabilities:
Receivables and Unbilled Revenues, Net	(66,751)		(25,607)
Taxes Receivable/Accrued, Net	20,986		22,286
Accounts Payable	(3,969)		(42,654)
Other Current Assets and Liabilities, Net	(7,681)		12,866
Net Cash Flows Provided by Operating Activities	246,739		237,172
Investing Activities:
Investments in Property, Plant and Equipment	(346,318)		(217,414)
Other Investing Activities	879		431
Net Cash Flows Used in Investing Activities	(345,439)		(216,983)
Financing Activities:
Cash Dividends on Common Stock	(78,000)		(235,600)
Capital Contributions from Eversource Parent	180,000		160,000
Issuance of Long-Term Debt	—		350,000
Retirement of Long-Term Debt	—		(282,000)
Repayment of Rate Reduction Bonds	(43,210)		(43,210)
Increase in Notes Payable to Eversource Parent	29,100		20,200
Other Financing Activities	(70)		(2,961)
Net Cash Flows Provided by/(Used in) Financing Activities	87,820		(33,571)
Net Decrease in Cash and Restricted Cash	(10,880)		(13,382)
Cash and Restricted Cash - Beginning of Period	35,126		39,555
Cash and Restricted Cash - End of Period	$	24,246	$	26,173

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

17

EVERSOURCE ENERGY AND SUBSIDIARIES

THE CONNECTICUT LIGHT AND POWER COMPANY

NSTAR ELECTRIC COMPANY AND SUBSIDIARY

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES

COMBINED NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

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

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.    Basis of Presentation

Eversource Energy is a public utility holding company primarily engaged, through its wholly-owned regulated utility subsidiaries, in the energy delivery business.  Eversource Energy's wholly-owned regulated utility subsidiaries consist of CL&P, NSTAR Electric and PSNH (electric utilities), Yankee Gas, NSTAR Gas and EGMA (natural gas utilities), and Aquarion (water utilities). Eversource provides energy delivery and/or water service to approximately 4.4 million electric, natural gas and water customers through twelve regulated utilities in Connecticut, Massachusetts and New Hampshire.

The unaudited condensed consolidated financial statements of Eversource, NSTAR Electric and PSNH include the accounts of each of their respective subsidiaries.  Intercompany transactions have been eliminated in consolidation.  The accompanying unaudited condensed consolidated financial statements of Eversource, NSTAR Electric and PSNH and the unaudited condensed financial statements of CL&P are herein collectively referred to as the "financial statements."

The combined notes to the financial statements have been prepared pursuant to the rules and regulations of the SEC.  Certain information and footnote disclosures included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations.  The accompanying financial statements should be read in conjunction with the Combined Notes to Financial Statements included in Item 8, "Financial Statements and Supplementary Data," of the Eversource 2021 Form 10-K, which was filed with the SEC on February 17, 2022. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

The financial statements contain, in the opinion of management, all adjustments (including normal, recurring adjustments) necessary to present fairly Eversource's, CL&P's, NSTAR Electric's and PSNH's financial position as of September 30, 2022 and December 31, 2021, and the results of operations, comprehensive income and common shareholders' equity for the three and nine months ended September 30, 2022 and 2021 and the cash flows for the nine months ended September 30, 2022 and 2021. The results of operations and comprehensive income for the three and nine months ended September 30, 2022 and 2021 and the cash flows for the nine months ended September 30, 2022 and 2021 are not necessarily indicative of the results expected for a full year.  

CYAPC and YAEC are inactive regional nuclear power companies engaged in the long-term storage of their spent nuclear fuel. Eversource consolidates the operations of CYAPC and YAEC because CL&P's, NSTAR Electric's and PSNH's combined ownership and voting interests in each of these entities is greater than 50 percent.  Intercompany transactions between CL&P, NSTAR Electric, PSNH and the CYAPC and YAEC companies have been eliminated in consolidation of the Eversource financial statements.

Eversource holds several equity ownership interests that are not consolidated and are accounted for under the equity method.

Eversource's utility subsidiaries' electric, natural gas and water distribution and transmission businesses are subject to rate-regulation that is based on cost recovery and meets the criteria for application of accounting guidance for entities with rate-regulated operations, which considers the effect of regulation on the differences in the timing of the recognition of certain revenues and expenses from those of other businesses and industries. See Note 2, "Regulatory Accounting," for further information.

Certain reclassifications of prior period data were made in the accompanying financial statements to conform to the current period presentation.

B.    Allowance for Uncollectible Accounts

Receivables, Net on the balance sheets primarily includes trade receivables from retail customers and customers related to wholesale transmission contracts, wholesale market sales, sales of RECs, and property rentals. Receivables, Net also includes customer receivables for the purchase of electricity from a competitive third party supplier, the current portion of customer energy efficiency loans, property damage receivables and other miscellaneous receivables. There is no material concentration of receivables. Receivables are recorded at amortized cost, net of a credit loss provision (or allowance for uncollectible accounts).

Receivables are presented net of expected credit losses at estimated net realizable value by maintaining an allowance for uncollectible accounts. The current expected credit loss (CECL) model is applied to receivables for purposes of calculating the allowance for uncollectible accounts. This model is based on expected losses and results in the recognition of estimated expected credit losses, including uncollectible amounts for both billed and unbilled revenues, over the life of the receivable at the time a receivable is recorded.

18

The allowance for uncollectible accounts is determined based upon a variety of judgments and factors, including an aging-based quantitative assessment that applies an estimated uncollectible percentage to each receivable aging category.  Factors in determining credit loss include historical collection, write-off experience, analysis of delinquency statistics, and management's assessment of collectability from customers, including current conditions, customer payment trends, the impact on customer bills because of energy usage trends and changes in rates, flexible payment plans and financial hardship arrearage management programs being offered to customers, reasonable forecasts, and expectations of future collectability and collection efforts. Management continuously assesses the collectability of receivables and adjusts estimates based on actual experience and future expectations based on economic conditions, collection efforts and other factors.  Management also monitors the aging analysis of receivables to determine if there are changes in the collections of accounts receivable. Receivable balances are written off against the allowance for uncollectible accounts when the customer accounts are no longer in service and these balances are deemed to be uncollectible. Management concluded that the reserve balance as of September 30, 2022 adequately reflected the collection risk and net realizable value for its receivables.

As of September 30, 2022 and December 31, 2021, the total amount incurred as a result of COVID-19 included in the allowance for uncollectible accounts was $55.5 million and $55.3 million at Eversource, $19.7 million and $23.9 million at CL&P, and $4.1 million and $9.0 million at NSTAR Electric, respectively. At our Connecticut and Massachusetts utilities, the COVID-19 related uncollectible amounts were deferred either as incremental regulatory costs or deferred through existing regulatory tracking mechanisms that recover uncollectible energy supply costs, as management believes it is probable that these costs will ultimately be recovered from customers in future rates. No COVID-19 related uncollectible amounts were deferred at PSNH as a result of a July 2021 NHPUC order. Based on the status of our COVID-19 regulatory dockets, policies and practices in the jurisdictions in which we operate, we believe the state regulatory commissions in Connecticut and Massachusetts will allow us to recover our incremental uncollectible customer receivable costs associated with COVID-19.

The PURA allows CL&P and Yankee Gas to accelerate the recovery of accounts receivable balances attributable to qualified customers under financial or medical duress (uncollectible hardship accounts receivable) outstanding for greater than 180 days and 90 days, respectively.  The DPU allows NSTAR Electric, NSTAR Gas and EGMA to recover in rates amounts associated with certain uncollectible hardship accounts receivable. These uncollectible hardship customer account balances are included in Regulatory Assets or Other Long-Term Assets on the balance sheets. Hardship customers are protected from shut-off in certain circumstances, and historical collection experience has reflected a higher default risk as compared to the rest of the receivable population. Management uses a higher credit risk profile for this pool of trade receivables as compared to non-hardship receivables. The allowance for uncollectible hardship accounts is included in the total uncollectible allowance balance.

The total allowance for uncollectible accounts is included in Receivables, Net on the balance sheets. The activity in the allowance for uncollectible accounts by portfolio segment as of September 30th is as follows:

	Eversource						CL&P						NSTAR Electric						PSNH
(Millions of Dollars)	Hardship Accounts		Retail (Non-Hardship), Wholesale, and Other		Total Allowance		Hardship Accounts		Retail (Non-Hardship), Wholesale, and Other		Total Allowance		Hardship Accounts		Retail (Non-Hardship), Wholesale, and Other		Total Allowance		Total Allowance
Three Months Ended 2022
Beginning Balance	$	242.7	$	215.1	$	457.8	$	152.1	$	40.6	$	192.7	$	45.0	$	55.5	$	100.5	$	27.3
Uncollectible Expense	—		10.7		10.7		—		4.1		4.1		—		3.5		3.5		3.5
Uncollectible Costs Deferred (1)	15.6		9.4		25.0		11.3		2.0		13.3		2.8		4.0		6.8		0.1
Write-Offs	(6.5)		(33.2)		(39.7)		(5.0)		(7.7)		(12.7)		(0.3)		(12.3)		(12.6)		(2.3)
Recoveries Collected	0.3		3.5		3.8		0.2		1.0		1.2		—		1.3		1.3		0.2
Ending Balance	$	252.1	$	205.5	$	457.6	$	158.6	$	40.0	$	198.6	$	47.5	$	52.0	$	99.5	$	28.8
Nine Months Ended 2022
Beginning Balance	$	226.1	$	191.3	$	417.4	$	144.6	$	36.7	$	181.3	$	43.3	$	53.7	$	97.0	$	24.3
Uncollectible Expense	—		40.8		40.8		—		10.8		10.8		—		12.2		12.2		8.1
Uncollectible Costs Deferred (1)	38.0		36.7		74.7		22.3		2.0		24.3		4.9		11.8		16.7		1.2
Write-Offs	(13.5)		(76.3)		(89.8)		(9.4)		(14.4)		(23.8)		(0.7)		(30.6)		(31.3)		(5.4)
Recoveries Collected	1.5		13.0		14.5		1.1		4.9		6.0		—		4.9		4.9		0.6
Ending Balance	$	252.1	$	205.5	$	457.6	$	158.6	$	40.0	$	198.6	$	47.5	$	52.0	$	99.5	$	28.8

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	Eversource						CL&P						NSTAR Electric						PSNH
(Millions of Dollars)	Hardship Accounts		Retail (Non-Hardship), Wholesale, and Other		Total Allowance		Hardship Accounts		Retail (Non-Hardship), Wholesale, and Other		Total Allowance		Hardship Accounts		Retail (Non-Hardship), Wholesale, and Other		Total Allowance		Total Allowance
Three Months Ended 2021
Beginning Balance	$	210.7	$	215.1	$	425.8	$	145.6	$	43.2	$	188.8	$	35.9	$	62.1	$	98.0	$	17.2
Uncollectible Expense	—		12.0		12.0		—		3.6		3.6		—		5.1		5.1		1.2
Uncollectible Costs Deferred (1)	22.8		1.7		24.5		4.5		5.7		10.2		11.8		(3.5)		8.3		1.2
Write-Offs	(3.9)		(20.5)		(24.4)		(3.5)		(5.4)		(8.9)		(0.1)		(7.4)		(7.5)		(2.8)
Recoveries Collected	0.3		3.5		3.8		0.2		1.6		1.8		—		1.1		1.1		0.2
Ending Balance	$	229.9	$	211.8	$	441.7	$	146.8	$	48.7	$	195.5	$	47.6	$	57.4	$	105.0	$	17.0
Nine Months Ended 2021
Beginning Balance	$	194.8	$	164.1	$	358.9	$	129.1	$	28.3	$	157.4	$	39.7	$	51.9	$	91.6	$	17.2
Uncollectible Expense	—		39.7		39.7		—		10.2		10.2		—		12.5		12.5		4.4
Uncollectible Costs Deferred (1)	44.8		53.3		98.1		25.7		21.4		47.1		8.3		11.8		20.1		2.0
Write-Offs	(10.6)		(55.2)		(65.8)		(8.7)		(14.8)		(23.5)		(0.4)		(22.6)		(23.0)		(7.3)
Recoveries Collected	0.9		9.9		10.8		0.7		3.6		4.3		—		3.8		3.8		0.7
Ending Balance	$	229.9	$	211.8	$	441.7	$	146.8	$	48.7	$	195.5	$	47.6	$	57.4	$	105.0	$	17.0

(1) These expected credit losses are deferred as regulatory costs on the balance sheets, as these amounts are ultimately recovered in rates. Amounts include uncollectible costs for hardship accounts and other customer receivables, including uncollectible amounts related to uncollectible energy supply costs and COVID-19.

C.    Fair Value Measurements

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

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

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

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

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

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

Determination of Fair Value:  The valuation techniques and inputs used in Eversource's fair value measurements are described in Note 4, "Derivative Instruments," Note 5, "Marketable Securities," and Note 10, "Fair Value of Financial Instruments," to the financial statements.

20

D.    Other Income, Net

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

	For the Three Months Ended
	September 30, 2022								September 30, 2021
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
Pension, SERP and PBOP Non-Service    Income Components, Net of Deferred Portion	$	55.3	$	16.2	$	21.6	$	6.8	$	21.7	$	4.2	$	10.1	$	2.5
AFUDC Equity	12.6		3.7		6.5		0.7		10.3		1.7		6.2		0.3
Equity in Earnings of Unconsolidated Affiliates	3.8		—		0.1		—		4.9		—		0.1		—
Investment Income/(Loss)	1.3		0.2		0.4		0.2		(0.6)		(0.3)		(0.2)		(0.1)
Interest Income	14.1		1.8		9.2		0.4		7.3		1.3		3.9		0.4
Gain on Sale of Property	2.5		—		—		—		—		—		—		—
Other	0.2		—		0.1		—		0.2		—		0.1		0.1
Total Other Income, Net	$	89.8	$	21.9	$	37.9	$	8.1	$	43.8	$	6.9	$	20.2	$	3.2
	For the Nine Months Ended
	September 30, 2022								September 30, 2021
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
Pension, SERP and PBOP Non-Service    Income Components, Net of Deferred Portion	$	164.5	$	48.3	$	64.0	$	20.1	$	63.9	$	11.2	$	30.3	$	7.9
AFUDC Equity	33.7		9.3		17.5		1.7		28.7		5.1		18.6		1.2
Equity in Earnings of Unconsolidated Affiliates (1)	20.8		—		0.2		—		13.3		—		0.3		—
Investment Income/(Loss)	2.4		(0.9)		0.6		0.5		0.7		1.2		0.6		0.3
Interest Income	30.3		4.6		18.8		1.1		17.2		4.1		8.8		2.0
Gain on Sale of Property	2.7		—		—		—		0.1		—		—		0.1
Other	0.9		—		0.3		—		0.7		0.1		0.3		0.1
Total Other Income, Net	$	255.3	$	61.3	$	101.4	$	23.4	$	124.6	$	21.7	$	58.9	$	11.6

(1)    Equity in earnings of unconsolidated affiliates includes $12.2 million and $2.1 million of pre-tax unrealized gains associated with an investment in a renewable energy fund for the nine months ended September 30, 2022 and 2021, respectively.

E.    Investments in Unconsolidated Affiliates

Investments in entities that are not consolidated are included in long-term assets on the balance sheets and earnings impacts from these equity investments are included in Other Income, Net on the statements of income.  Eversource's investments included the following:

(Millions of Dollars)	Ownership Interest		As of September 30, 2022		As of December 31, 2021
Offshore Wind Business - North East Offshore	50	%	$	1,823.5	$	1,213.6
Natural Gas Pipeline - Algonquin Gas Transmission, LLC	15	%	119.6		121.9
Renewable Energy Investment Fund	90	%	84.5		76.5
Other	various		25.8		24.3
Total Investments in Unconsolidated Affiliates			$	2,053.4	$	1,436.3

Offshore Wind Business: Eversource’s offshore wind business includes a 50 percent ownership interest in North East Offshore, which holds PPAs and contracts for the Revolution Wind, South Fork Wind and Sunrise Wind projects, as well as an undeveloped offshore lease area. The offshore wind investment includes capital expenditures for the three offshore wind projects, as well as capitalized costs related to future development, acquisition costs of offshore lease areas, and capitalized interest. Cash flows used in investing activities presented in Investments in Unconsolidated Affiliates on the statements of cash flows primarily relates to capital contributions in the offshore wind investment.

On May 4, 2022, Eversource announced that it had initiated a strategic review of its offshore wind investment portfolio. As part of that review, Eversource is exploring strategic alternatives that could result in a potential sale of all, or part, of its 50 percent interest in its offshore wind partnership with Ørsted. In late July, Eversource started preliminary and targeted outreach to potential buyers. Eversource continues to work with potential buyers through this ongoing process and expects to complete this review during 2022. Eversource’s strategic review of its offshore wind investment does not impact the September 30, 2022 financial statements.

21

F.    Other Taxes

Eversource's companies that serve customers in Connecticut collect gross receipts taxes levied by the state of Connecticut from their customers. These gross receipts taxes are recorded separately with collections in Operating Revenues and with payments in Taxes Other Than Income Taxes on the statements of income as follows:

	For the Three Months Ended				For the Nine Months Ended
(Millions of Dollars)	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Eversource	$	52.9	$	49.4	$	146.0	$	137.9
CL&P	49.2		46.1		126.0		120.7

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

G.    Supplemental Cash Flow Information

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

(Millions of Dollars)	As of September 30, 2022		As of September 30, 2021
Eversource	$	394.1	$	359.6
CL&P	96.7		75.3
NSTAR Electric	94.5		94.2
PSNH	49.7		32.8

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

	As of September 30, 2022								As of December 31, 2021
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
Cash and Cash Equivalents as reported on the Balance Sheets	$	485.7	$	14.3	$	453.6	$	2.2	$	66.8	$	55.8	$	0.7	$	—
Restricted cash included in:
Special Deposits	76.5		8.7		17.3		18.7		78.2		18.7		17.4		31.4
Marketable Securities	20.8		0.1		—		0.1		31.3		0.3		0.1		0.5
Other Long-Term Assets	19.3		—		—		3.2		44.7		—		—		3.2
Cash, Cash Equivalents and Restricted Cash as reported on the Statements of Cash Flows	$	602.3	$	23.1	$	470.9	$	24.2	$	221.0	$	74.8	$	18.2	$	35.1

Special Deposits represent cash collections related to the PSNH RRB customer charges that are held in trust, required ISO-NE cash deposits, and CYAPC and YAEC cash balances. The December 31, 2021 balance also included a $10 million customer assistance fund to provide bill payment assistance to certain existing non-hardship and hardship customers carrying arrearages at CL&P established under the terms of the PURA-approved October 2021 settlement agreement. Those customers were provided with $10 million of bill forgiveness in the first quarter of 2022, which represented a non-cash transaction. Special Deposits are included in Current Assets on the balance sheets. Restricted cash included in Marketable Securities represents money market funds held in trusts to fund certain non-qualified executive benefits and restricted trusts to fund CYAPC and YAEC's spent nuclear fuel storage obligations.

Restricted cash also includes an Energy Relief Fund for energy efficiency and clean energy measures in the Merrimack Valley and an additional energy efficiency program established under the terms of the EGMA 2020 settlement agreement. As of September 30, 2022, $20.0 million of this restricted cash was recorded as short-term in Special Deposits and $15.9 million was recorded in Other Long-Term Assets. As of December 31, 2021, this restricted cash totaled $41.5 million and was recorded in Other Long-Term Assets on the balance sheet.

2.    REGULATORY ACCOUNTING

Eversource's utility companies are subject to rate regulation that is based on cost recovery and meets the criteria for application of accounting guidance for rate-regulated operations, which considers the effect of regulation on the timing of the recognition of certain revenues and expenses. The regulated companies' financial statements reflect the effects of the rate-making process.  The rates charged to the customers of Eversource's regulated companies are designed to collect each company's costs to provide service, plus a return on investment.

The application of accounting guidance for rate-regulated enterprises results in recording regulatory assets and liabilities. Regulatory assets represent the deferral of incurred costs that are probable of future recovery in customer rates. Regulatory assets are amortized as the incurred costs are recovered through customer rates. Regulatory liabilities represent either revenues received from customers to fund expected costs that have not yet been incurred or probable future refunds to customers.

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Management believes it is probable that each of the regulated companies will recover its respective investments in long-lived assets and the regulatory assets that have been recorded.  If management were to determine that it could no longer apply the accounting guidance applicable to rate-regulated enterprises, or if management could not conclude it is probable that costs would be recovered from customers in future rates, the applicable costs would be charged to net income in the period in which the determination is made.

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

	As of September 30, 2022								As of December 31, 2021
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
Benefit Costs	$	1,408.9	$	263.3	$	389.0	$	114.6	$	1,481.0	$	272.4	$	395.5	$	118.9
Storm Costs, Net	1,243.9		722.5		459.9		61.5		1,102.7		695.6		341.3		65.8
Regulatory Tracking Mechanisms	941.2		214.4		339.0		70.4		1,050.5		333.6		376.6		85.4
Income Taxes, Net	808.5		480.0		114.5		17.4		790.7		470.5		112.6		17.5
Securitized Stranded Costs	446.5		—		—		446.5		478.9		—		—		478.9
Goodwill-related	285.2		—		244.8		—		297.8		—		255.7		—
Derivative Liabilities	195.9		195.9		—		—		249.2		249.2		—		—
Asset Retirement Obligations	124.3		35.3		66.0		4.3		115.0		33.6		59.8		4.1
Other Regulatory Assets	248.0		27.1		32.0		14.1		150.0		29.9		37.7		15.8
Total Regulatory Assets	5,702.4		1,938.5		1,645.2		728.8		5,715.8		2,084.8		1,579.2		786.4
Less:  Current Portion	1,143.6		305.6		387.3		110.1		1,129.1		371.6		444.0		107.2
Total Long-Term Regulatory Assets	$	4,558.8	$	1,632.9	$	1,257.9	$	618.7	$	4,586.7	$	1,713.2	$	1,135.2	$	679.2

Regulatory Costs in Long-Term Assets:  Eversource's regulated companies had $288.9 million (including $121.0 million for CL&P, $94.6 million for NSTAR Electric and $2.8 million for PSNH) and $252.5 million (including $114.9 million for CL&P, $85.0 million for NSTAR Electric and $3.4 million for PSNH) of additional regulatory costs as of September 30, 2022 and December 31, 2021, respectively, that were included in long-term assets on the balance sheets.  These amounts represent incurred costs for which recovery has not yet been specifically approved by the applicable regulatory agency.  However, based on regulatory policies or past precedent on similar costs, management believes it is probable that these costs will ultimately be approved and recovered from customers in rates. As of September 30, 2022 and December 31, 2021, these regulatory costs included incremental COVID-19 related non-tracked uncollectible expense deferred of $34.6 million and $33.0 million at Eversource, $16.5 million and $18.0 million at CL&P, and $2.2 million and $6.1 million at NSTAR Electric, respectively.

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

	As of September 30, 2022								As of December 31, 2021
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
EDIT due to Tax Cuts and Jobs Act of 2017	$	2,629.0	$	986.1	$	952.6	$	350.0	$	2,685.2	$	996.1	$	984.5	$	359.2
Cost of Removal	654.5		122.4		418.3		19.3		649.6		100.1		381.0		17.2
Regulatory Tracking Mechanisms	957.4		455.7		326.2		165.1		448.4		182.0		185.1		107.0
Deferred Portion of Non-Service Income    Components of Pension, SERP and PBOP	240.3		28.9		127.5		25.3		148.3		12.0		90.7		14.9
Benefit Costs	110.9		—		88.1		—		133.5		—		107.4		—
AFUDC - Transmission	93.1		46.4		46.7		—		81.0		43.2		37.8		—
CL&P Settlement Agreement and Storm   Performance Penalty	—		—		—		—		81.3		81.3		—		—
Other Regulatory Liabilities	204.6		38.6		4.4		6.7		241.4		45.1		0.8		3.3
Total Regulatory Liabilities	4,889.8		1,678.1		1,963.8		566.4		4,468.7		1,459.8		1,787.3		501.6
Less:  Current Portion	988.7		434.5		368.0		185.1		602.4		266.5		228.2		120.2
Total Long-Term Regulatory Liabilities	$	3,901.1	$	1,243.6	$	1,595.8	$	381.3	$	3,866.3	$	1,193.3	$	1,559.1	$	381.4

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3.    PROPERTY, PLANT AND EQUIPMENT AND ACCUMULATED DEPRECIATION

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

Eversource	As of September 30, 2022		As of December 31, 2021
(Millions of Dollars)
Distribution - Electric	$	18,132.2	$	17,679.1
Distribution - Natural Gas	7,020.1		6,694.8
Transmission - Electric	13,371.2		12,882.4
Distribution - Water	1,971.1		1,900.9
Solar	200.9		200.9
Utility	40,695.5		39,358.1
Other (1)	1,663.4		1,469.5
Property, Plant and Equipment, Gross	42,358.9		40,827.6
Less:  Accumulated Depreciation
Utility	(9,070.0)		(8,885.2)
Other	(672.9)		(580.1)
Total Accumulated Depreciation	(9,742.9)		(9,465.3)
Property, Plant and Equipment, Net	32,616.0		31,362.3
Construction Work in Progress	2,413.5		2,015.4
Total Property, Plant and Equipment, Net	$	35,029.5	$	33,377.7

	As of September 30, 2022						As of December 31, 2021
(Millions of Dollars)	CL&P		NSTAR Electric		PSNH		CL&P		NSTAR Electric		PSNH
Distribution - Electric	$	7,297.2	$	8,329.1	$	2,546.2	$	7,117.6	$	8,105.5	$	2,496.2
Transmission - Electric	6,022.8		5,243.3		2,106.8		5,859.0		5,090.5		1,934.6
Solar	—		200.9		—		—		200.9		—
Property, Plant and Equipment, Gross	13,320.0		13,773.3		4,653.0		12,976.6		13,396.9		4,430.8
Less:  Accumulated Depreciation	(2,571.5)		(3,322.3)		(908.2)		(2,572.1)		(3,227.3)		(908.4)
Property, Plant and Equipment, Net	10,748.5		10,451.0		3,744.8		10,404.5		10,169.6		3,522.4
Construction Work in Progress	478.2		914.2		172.8		399.0		707.0		134.1
Total Property, Plant and Equipment, Net	$	11,226.7	$	11,365.2	$	3,917.6	$	10,803.5	$	10,876.6	$	3,656.5

(1)    These assets are primarily comprised of computer software, hardware and equipment at Eversource Service and buildings at The Rocky River Realty Company.

4.    DERIVATIVE INSTRUMENTS

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

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

Derivative contracts that are not designated as normal are recorded at fair value as current or long-term Derivative Assets or Derivative Liabilities on the balance sheets.  For the electric and natural gas companies, regulatory assets or regulatory liabilities are recorded to offset the fair values of derivatives, as contract settlement amounts are recovered from, or refunded to, customers in their respective energy supply rates.  

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

		As of September 30, 2022						As of December 31, 2021
CL&P (Millions of Dollars)	Fair Value Hierarchy	Commodity Supply and Price Risk Management		Netting (1)		Net Amount Recorded as a Derivative		Commodity Supply and Price Risk Management		Netting (1)		Net Amount Recorded as a Derivative
Current Derivative Assets	Level 3	$	15.7	$	(0.5)	$	15.2	$	14.7	$	(1.0)	$	13.7
Long-Term Derivative Assets	Level 3	32.8		(1.0)		31.8		46.9		(0.9)		46.0
Current Derivative Liabilities	Level 3	(78.6)		—		(78.6)		(73.5)		—		(73.5)
Long-Term Derivative Liabilities	Level 3	(164.3)		—		(164.3)		(235.4)		—		(235.4)

    

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

Derivative Contracts at Fair Value with Offsetting Regulatory Amounts

Commodity Supply and Price Risk Management:  As required by regulation, CL&P, along with UI, has capacity-related contracts with generation facilities.  CL&P has a sharing agreement with UI, with 80 percent of the costs or benefits of each contract borne by or allocated to CL&P and 20 percent borne by or allocated to UI.  The combined capacities of these contracts as of both September 30, 2022 and December 31, 2021 were 675 MW. The capacity contracts extend through 2026 and obligate both CL&P and UI to make or receive payments on a monthly basis to or from the generation facilities based on the difference between a set capacity price and the capacity market price received in the ISO-NE capacity markets. 

For the three months ended September 30, 2022 and 2021, there were gains of $2.4 million and $0.7 million, respectively, deferred as regulatory costs, which reflect the change in fair value associated with Eversource's derivative contracts. For the nine months ended September 30, 2022 and 2021, there were gains of $11.2 million and losses of $9.5 million, respectively.

Fair Value Measurements of Derivative Instruments

The fair value of derivative contracts classified as Level 3 utilizes both significant observable and unobservable inputs.  The fair value is modeled using income techniques, such as discounted cash flow valuations adjusted for assumptions related to exit price.  Valuations of derivative contracts using a discounted cash flow methodology include assumptions regarding the timing and likelihood of scheduled payments and also reflect non-performance risk, including credit, using the default probability approach based on the counterparty's credit rating for assets and the Company's credit rating for liabilities.  Significant observable inputs for valuations of these contracts include energy-related product prices in future years for which quoted prices in an active market exist. 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.  Fair value measurements categorized in Level 3 of the fair value hierarchy are prepared by individuals with expertise in valuation techniques, pricing of energy-related products, and accounting requirements.

The following is a summary of the significant unobservable inputs utilized in the valuations of the derivative contracts classified as Level 3:

	As of September 30, 2022								As of December 31, 2021
CL&P	Range				Average			Period Covered	Range				Average			Period Covered
Forward Reserve Prices	$	0.44	—	$0.50	$	0.47	per kW-Month	2023 - 2024	$	0.50	—	$1.15	$	0.82	per kW-Month	2022 - 2024

Exit price premiums of 3.4 percent through 7.7 percent, or a weighted average of 6.6 percent, are also Level 3 significant unobservable inputs applied to these contracts and reflect the uncertainty and illiquidity premiums that would be required based on the most recent market activity available for similar type contracts. The risk premium was weighted by the relative fair value of the net derivative instruments.

As of December 31, 2021, Level 3 unobservable inputs also utilized in the valuation of CL&P’s capacity-related contracts included capacity prices of $2.61 per kW-Month over the period 2025 through 2026. Beginning in the first quarter of 2022, these capacity price inputs are now observable.

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

The following table presents changes in the Level 3 category of derivative assets and derivative liabilities measured at fair value on a recurring basis.  The derivative assets and liabilities are presented on a net basis.

CL&P	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(Millions of Dollars)	2022		2021		2022		2021
Derivatives, Net:
Fair Value as of Beginning of Period	$	(213.3)	$	(279.7)	$	(249.2)	$	(293.1)
Net Realized/Unrealized Gains/(Losses) Included in Regulatory Assets	2.4		0.7		11.2		(10.9)
Settlements	15.0		13.7		42.1		38.7
Fair Value as of End of Period	$	(195.9)	$	(265.3)	$	(195.9)	$	(265.3)

5.    MARKETABLE SECURITIES

Eversource holds marketable securities that are primarily used to fund certain non-qualified executive benefits.  The trusts that hold these marketable securities are not subject to regulatory oversight by state or federal agencies.  Eversource’s marketable securities also include the CYAPC and YAEC legally restricted trusts that each hold equity and available-for-sale debt securities to fund the spent nuclear fuel removal obligations of their nuclear fuel storage facilities. Equity and available-for-sale debt marketable securities are recorded at fair value, with the current portion recorded in Prepayments and Other Current Assets and the long-term portion recorded in Marketable Securities on the balance sheets.

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Equity Securities: Unrealized gains and losses on equity securities held in Eversource's non-qualified executive benefit trust are recorded in Other Income, Net on the statements of income. The fair value of these equity securities as of September 30, 2022 and December 31, 2021 was $23.3 million and $40.2 million, respectively.  For the three months ended September 30, 2022 and 2021, there were unrealized losses of $1.5 million and $0.5 million, respectively, recorded in Other Income, Net related to these equity securities. For the nine months ended September 30, 2022 and 2021, there were unrealized losses of $10.6 million and unrealized gains of $2.5 million recorded in Other Income, Net related to these equity securities, respectively.

Eversource's equity securities also include CYAPC's and YAEC's marketable securities held in spent nuclear fuel trusts, which had fair values of $170.1 million and $214.0 million as of September 30, 2022 and December 31, 2021, respectively.  Unrealized gains and losses for these spent nuclear fuel trusts are subject to regulatory accounting treatment and are recorded in Marketable Securities with the corresponding offset to long-term liabilities on the balance sheets, with no impact on the statements of income.

Available-for-Sale Debt Securities: The following is a summary of the available-for-sale debt securities:

	As of September 30, 2022								As of December 31, 2021
Eversource (Millions of Dollars)	Amortized Cost		Pre-Tax Unrealized Gains		Pre-Tax Unrealized Losses		Fair Value		Amortized Cost		Pre-Tax Unrealized Gains		Pre-Tax Unrealized Losses		Fair Value
Debt Securities	$	205.4	$	0.2	$	(15.5)	$	190.1	$	214.5	$	5.1	$	(0.2)	$	219.4

Unrealized gains and losses on available-for-sale debt securities held in Eversource's non-qualified executive benefit trust are recorded in Accumulated Other Comprehensive Income, excluding amounts related to credit losses or losses on securities intended to be sold, which are recorded in Other Income, Net. There have been no credit losses for the three and nine months ended September 30, 2022 and 2021, and no allowance for credit losses as of September 30, 2022. Factors considered in determining whether a credit loss exists include adverse conditions specifically affecting the issuer, the payment history, ratings and rating changes of the security, and the severity of the impairment.  For asset-backed debt securities, underlying collateral and expected future cash flows are also evaluated. Debt securities included in Eversource's non-qualified benefit trust portfolio are investment-grade bonds with a lower default risk based on their credit quality.

Eversource's debt securities also include CYAPC's and YAEC's marketable securities held in spent nuclear fuel trusts in the amounts of $170.3 million and $189.9 million as of September 30, 2022 and December 31, 2021, respectively. Unrealized gains and losses for available-for-sale debt securities included in the CYAPC and YAEC spent nuclear fuel trusts are subject to regulatory accounting treatment and are recorded in Marketable Securities with the corresponding offset to long-term liabilities on the balance sheets, with no impact on the statements of income. Pre-tax unrealized gains and losses as of September 30, 2022 and December 31, 2021 primarily relate to the debt securities included in CYAPC's and YAEC's spent nuclear fuel trusts.

As of September 30, 2022, the contractual maturities of available-for-sale debt securities were as follows:

 

Eversource (Millions of Dollars)	Amortized Cost		Fair Value
Less than one year (1)	$	22.4	$	22.4
One to five years	56.0		54.6
Six to ten years	40.8		36.7
Greater than ten years	86.2		76.4
Total Debt Securities	$	205.4	$	190.1

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

Realized Gains and Losses:  Realized gains and losses are recorded in Other Income, Net for Eversource's benefit trust and are offset in long-term liabilities for CYAPC and YAEC.  Eversource utilizes the specific identification basis method for the Eversource non-qualified benefit trust, and the average cost basis method for the CYAPC and YAEC spent nuclear fuel trusts to compute the realized gains and losses on the sale of marketable securities.

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

Eversource (Millions of Dollars)	As of September 30, 2022		As of December 31, 2021
Level 1:
Mutual Funds and Equities	$	193.4	$	254.2
Money Market Funds	20.8		31.3
Total Level 1	$	214.2	$	285.5
Level 2:
U.S. Government Issued Debt Securities (Agency and Treasury)	$	77.4	$	81.3
Corporate Debt Securities	54.8		65.3
Asset-Backed Debt Securities	9.5		12.6
Municipal Bonds	13.0		12.3
Other Fixed Income Securities	14.6		16.6
Total Level 2	$	169.3	$	188.1
Total Marketable Securities	$	383.5	$	473.6

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

6.    SHORT-TERM AND LONG-TERM DEBT

Short-Term Debt - Commercial Paper Programs and Credit Agreements: Eversource parent has a $2.00 billion commercial paper program allowing Eversource parent to issue commercial paper as a form of short-term debt. Eversource parent, CL&P, PSNH, NSTAR Gas, Yankee Gas, EGMA and Aquarion Water Company of Connecticut are parties to a five-year $2.00 billion revolving credit facility, which terminates on October 15, 2027. This revolving credit facility serves to backstop Eversource parent's $2.00 billion commercial paper program.  

NSTAR Electric has a $650 million commercial paper program allowing NSTAR Electric to issue commercial paper as a form of short-term debt. NSTAR Electric is also a party to a five-year $650 million revolving credit facility, which terminates on October 15, 2027. This revolving credit facility serves to backstop NSTAR Electric's $650 million commercial paper program.  

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

	Borrowings Outstanding as of				Available Borrowing Capacity as of				Weighted-Average Interest Rate as of
	September 30, 2022		December 31, 2021		September 30, 2022		December 31, 2021		September 30, 2022		December 31, 2021
(Millions of Dollars)
Eversource Parent Commercial Paper Program	$	401.5	$	1,343.0	$	1,598.5	$	657.0	3.34	%	0.31	%
NSTAR Electric Commercial Paper Program	—		162.5		650.0		487.5		—	%	0.14	%

There were no borrowings outstanding on the revolving credit facilities as of September 30, 2022 or December 31, 2021.

CL&P and PSNH have uncommitted line of credit agreements totaling $450 million and $300 million, respectively, which will expire on May 12, 2023. There are no borrowings outstanding on either the CL&P or PSNH uncommitted line of credit agreements as of September 30, 2022.

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

Intercompany Borrowings: Eversource parent uses its available capital resources to provide loans to its subsidiaries to assist in meeting their short-term borrowing needs. Eversource parent records intercompany interest income from its loans to subsidiaries, which is eliminated in consolidation. Intercompany loans from Eversource parent to its subsidiaries are eliminated in consolidation on Eversource's balance sheets. As of September 30, 2022, there were intercompany loans from Eversource parent to CL&P of $26.0 million, to PSNH of $139.7 million, and to a subsidiary of NSTAR Electric of $2.8 million. As of December 31, 2021, there were intercompany loans from Eversource parent to PSNH of $110.6 million. Intercompany loans from Eversource parent are included in Notes Payable to Eversource Parent and classified in current liabilities on the respective subsidiary's balance sheets.

Sources and Uses of Cash: The Company expects the future operating cash flows of Eversource, CL&P, NSTAR Electric and PSNH, along with existing borrowing availability and access to both debt and equity markets, will be sufficient to meet any working capital and future operating requirements, and capital investment forecasted opportunities.

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Availability under Long-Term Debt Issuance Authorizations: On June 14, 2022, the DPU approved NSTAR Gas’ request for authorization to issue up to $325 million in long-term debt through December 31, 2024.

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

(Millions of Dollars)	Issuance/(Repayment)			Issue Date or Repayment Date	Maturity Date	Use of Proceeds for Issuance/ Repayment Information
NSTAR Electric 4.55% 2022 Debentures	$	450.0		May 2022	June 2052	Repaid short-term debt, paid capital expenditures and working capital
NSTAR Electric 4.95% 2022 Debentures	400.0			September 2022	September 2052	Refinanced investments in eligible green expenditures, which were previously financed using short-term debt from October 1, 2020 through June 30, 2022
NSTAR Electric 2.375% 2012 Debentures	(400.0)			October 2022	October 2022	Paid at maturity
Eversource Parent 2.90% Series V Senior Notes	650.0			February 2022	March 2027	Repaid Series K Senior Notes at maturity and short-term debt
Eversource Parent 3.375% Series W Senior Notes	650.0			February 2022	March 2032	Repaid Series K Senior Notes at maturity and short-term debt
Eversource Parent 4.20% Series X Senior Notes	900.0			June 2022	June 2024	Repaid short-term debt and paid working capital
Eversource Parent 4.60% Series Y Senior Notes	600.0			June 2022	July 2027	Repaid short-term debt and paid working capital
Eversource Parent 2.75% Series K Senior Notes	(750.0)			March 2022	March 2022	Paid at maturity
Yankee Gas 8.48% Series B First Mortgage Bonds	(20.0)			March 2022	March 2022	Paid at maturity
Yankee Gas 4.31% Series U First Mortgage Bonds	100.0			September 2022	September 2032	Repaid short-term debt, paid capital expenditures and for general corporate purposes
EGMA 4.70% Series C First Mortgage Bonds	100.0			June 2022	June 2052	Repaid short-term debt, paid capital expenditures and for general corporate purposes
NSTAR Gas 4.40% Series V First Mortgage Bonds	125.0			July 2022	August 2032	Repaid short-term debt, paid capital expenditures and for general corporate purposes
Aquarion Water Company of New Hampshire 4.45% General Mortgage Bonds	(5.0)		0	July 2022	July 2022	Paid at maturity
Aquarion Water Company of Connecticut 4.69% Senior Notes	70.0			August 2022	September 2052	Repaid short-term debt

Cash Equivalents on the Eversource and NSTAR Electric balance sheets as of September 30, 2022 comprise a money market fund that primarily included proceeds received from an NSTAR Electric $400 million long-term debt issuance on September 15, 2022 that was used to pay $400 million of long-term debt that matured on October 15, 2022.

7.    RATE REDUCTION BONDS AND VARIABLE INTEREST ENTITIES

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

PSNH Funding was formed solely to issue RRBs to finance PSNH's unrecovered remaining costs associated with the divestiture of its generation assets. PSNH Funding is considered a VIE primarily because the equity capitalization is insufficient to support its operations. PSNH has the power to direct the significant activities of the VIE and is most closely associated with the VIE as compared to other interest holders. Therefore, PSNH is considered the primary beneficiary and consolidates PSNH Funding in its consolidated financial statements.

The following tables summarize the impact of PSNH Funding on PSNH's balance sheets and income statements:

(Millions of Dollars)
PSNH Balance Sheets:	As of September 30, 2022		As of December 31, 2021
Restricted Cash - Current Portion (included in Current Assets)	$	18.0	$	31.1
Restricted Cash - Long-Term Portion (included in Other Long-Term Assets)	3.2		3.2
Securitized Stranded Cost (included in Regulatory Assets)	446.5		478.9
Other Regulatory Liabilities (included in Regulatory Liabilities)	7.9		5.4
Accrued Interest (included in Other Current Liabilities)	2.8		7.5
Rate Reduction Bonds - Current Portion	43.2		43.2
Rate Reduction Bonds - Long-Term Portion	410.5		453.7

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(Millions of Dollars) PSNH Income Statements:	For the Three Months Ended				For the Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Amortization of RRB Principal (included in Amortization of Regulatory Assets, Net)	$	10.8	$	10.8	$	32.4	$	32.4
Interest Expense on RRB Principal (included in Interest Expense)	4.2		4.5		12.9		13.9

8.    PENSION BENEFITS AND POSTRETIREMENT BENEFITS OTHER THAN PENSION

Eversource provides defined benefit retirement plans (Pension Plans) that cover eligible employees.  In addition to the Pension Plans, Eversource maintains non-qualified defined benefit retirement plans (SERP Plans), which provide benefits in excess of Internal Revenue Code limitations to eligible participants consisting of current and retired employees. Eversource also provides defined benefit postretirement plans (PBOP Plans) that provide life insurance and a health reimbursement arrangement created for the purpose of reimbursing retirees and dependents for health insurance premiums and certain medical expenses to eligible employees that meet certain age and service eligibility requirements.

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

	Pension and SERP								PBOP
	For the Three Months Ended September 30, 2022								For the Three Months Ended September 30, 2022
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
Service Cost	$	17.5	$	4.7	$	3.4	$	1.7	$	2.9	$	0.5	$	0.5	$	0.3
Interest Cost	38.6		7.8		8.2		4.2		5.0		0.9		1.3		0.5
Expected Return on Plan Assets	(130.7)		(26.5)		(32.1)		(14.0)		(22.5)		(2.8)		(10.6)		(1.7)
Actuarial Losses, net	28.4		4.0		8.1		1.9		—		—		—		—
Prior Service Cost/(Credit)	0.4		—		0.1		—		(5.4)		0.3		(4.2)		0.1
Total Net Periodic Benefit Plan Income	$	(45.8)	$	(10.0)	$	(12.3)	$	(6.2)	$	(20.0)	$	(1.1)	$	(13.0)	$	(0.8)
Intercompany Income Allocations	N/A		$	(4.0)	$	(3.2)	$	(1.0)	N/A		$	(0.9)	$	(0.9)	$	(0.3)
	Pension and SERP								PBOP
	For the Nine Months Ended September 30, 2022								For the Nine Months Ended September 30, 2022
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
Service Cost	$	52.7	$	13.9	$	10.4	$	5.2	$	8.7	$	1.5	$	1.5	$	0.8
Interest Cost	115.8		23.4		24.5		12.6		15.1		2.7		3.9		1.6
Expected Return on Plan Assets	(393.1)		(79.6)		(96.2)		(42.1)		(67.5)		(8.4)		(31.8)		(5.0)
Actuarial Losses, net	87.5		12.2		24.7		6.0		—		—		—		—
Prior Service Cost/(Credit)	1.1		—		0.3		—		(16.2)		0.8		(12.7)		0.3
Total Net Periodic Benefit Plan Income	$	(136.0)	$	(30.1)	$	(36.3)	$	(18.3)	$	(59.9)	$	(3.4)	$	(39.1)	$	(2.3)
Intercompany Income Allocations	N/A		$	(11.9)	$	(9.3)	$	(2.7)	N/A		$	(2.7)	$	(2.7)	$	(0.9)
	Pension and SERP								PBOP
	For the Three Months Ended September 30, 2021								For the Three Months Ended September 30, 2021
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
Service Cost	$	21.5	$	5.6	$	4.0	$	2.2	$	3.3	$	0.5	$	0.6	$	0.3
Interest Cost	32.5		6.7		6.7		3.7		4.3		0.8		1.1		0.4
Expected Return on Plan Assets	(109.5)		(21.7)		(27.1)		(11.9)		(19.8)		(2.5)		(9.2)		(1.6)
Actuarial Loss	60.7		10.8		15.3		5.3		2.0		0.4		0.5		0.1
Prior Service Cost/(Credit)	0.3		—		0.1		—		(5.3)		0.3		(4.3)		0.1
Total Net Periodic Benefit Plan Expense/(Income)	$	5.5	$	1.4	$	(1.0)	$	(0.7)	$	(15.5)	$	(0.5)	$	(11.3)	$	(0.7)
Intercompany Expense/(Income) Allocations	N/A		$	2.2	$	2.4	$	0.7	N/A		$	(0.4)	$	(0.5)	$	(0.2)

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	Pension and SERP								PBOP
	For the Nine Months Ended September 30, 2021								For the Nine Months Ended September 30, 2021
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
Service Cost	$	64.3	$	17.4	$	11.9	$	6.6	$	10.1	$	1.7	$	1.8	$	0.9
Interest Cost	97.5		20.7		20.1		10.9		12.9		2.4		3.3		1.3
Expected Return on Plan Assets	(328.0)		(65.0)		(81.1)		(35.6)		(59.3)		(7.7)		(27.7)		(4.6)
Actuarial Loss	183.1		34.6		46.1		15.4		5.9		1.2		1.6		0.4
Prior Service Cost/(Credit)	1.1		—		0.3		—		(15.9)		0.8		(12.7)		0.3
Total Net Periodic Benefit Plan Expense/(Income)	$	18.0	$	7.7	$	(2.7)	$	(2.7)	$	(46.3)	$	(1.6)	$	(33.7)	$	(1.7)
Intercompany Expense/(Income) Allocations	N/A		$	5.8	$	6.4	$	1.9	N/A		$	(1.3)	$	(1.5)	$	(0.5)

Eversource Contributions: Based on the current status of the Pension Plans and federal pension funding requirements, there is no minimum funding requirement for our Pension Plans for 2022. Eversource has contributed $80 million to its Pension and PBOP Plans for the nine months ended September 30, 2022 and does not expect to make additional pension contributions for the remainder of 2022.

9.    COMMITMENTS AND CONTINGENCIES

A.    Environmental Matters

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

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

	As of September 30, 2022			As of December 31, 2021
	Number of Sites	Reserve (in millions)		Number of Sites	Reserve (in millions)
Eversource	62	$	121.1	61	$	115.4
CL&P	14	14.1		14	13.9
NSTAR Electric	11	3.5		11	3.3
PSNH	9	6.2		9	6.3

Included in the number of sites and reserve amounts above are former MGP sites that were operated several decades ago and manufactured natural gas from coal and other processes, which resulted in certain by-products remaining in the environment that may pose a potential risk to human health and the environment, for which Eversource may have potential liability.  The reserve balances related to these former MGP sites were $110.6 million and $105.6 million as of September 30, 2022 and December 31, 2021, respectively, and related primarily to the natural gas business segment.

These reserve estimates are subjective in nature as they take into consideration several different remediation options at each specific site.  The reliability and precision of these estimates can be affected by several factors, including new information concerning either the level of contamination at the site, the extent of Eversource's, CL&P's, NSTAR Electric's and PSNH's responsibility for remediation or the extent of remediation required, recently enacted laws and regulations or changes in cost estimates due to certain economic factors.  It is possible that new information or future developments could require a reassessment of the potential exposure to required environmental remediation.  As this information becomes available, management will continue to assess the potential exposure and adjust the reserves accordingly.

B.    Long-Term Contractual Arrangements

The following is an update to the current status of long-term contractual arrangements set forth in Note 13B of the Eversource 2021 Form 10-K.

Renewable Energy: Renewable energy contracts include non-cancelable commitments under contracts of NSTAR Electric for the purchase of energy and RECs from renewable energy facilities.

NSTAR Electric
(Millions of Dollars)	2022		2023		2024		2025		2026		Thereafter		Total
Renewable Energy	$	27.1	$	78.3	$	269.4	$	315.8	$	322.1	$	5,812.2	$	6,824.9

The table includes long-term commitments of NSTAR Electric pertaining to the Vineyard Wind LLC contract awarded under the Massachusetts Clean Energy 83C procurement solicitation. NSTAR Electric, along with other Massachusetts distribution companies, entered into 20-year contracts to purchase electricity generated by this 800 megawatt offshore wind project. Construction on the Vineyard Wind project commenced in 2022. Estimated energy costs under this contract are expected to begin when the facilities are in service in 2024 and range between $240 million and $375 million per year under NSTAR Electric’s 20-year contract, totaling approximately $6.0 billion.

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C.    Guarantees and Indemnifications

In the normal course of business, Eversource parent provides credit assurances on behalf of its subsidiaries, including CL&P, NSTAR Electric and PSNH, in the form of guarantees. Management does not anticipate a material impact to net income or cash flows as a result of these various guarantees and indemnifications. 

Guarantees issued on behalf of unconsolidated entities, including equity method offshore wind investments, for which Eversource parent is the guarantor, are recorded at fair value as a liability on the balance sheet at the inception of the guarantee. Eversource regularly reviews performance risk under these guarantee arrangements, and in the event it becomes probable that Eversource parent will be required to perform under the guarantee, the amount of probable payment will be recorded. The fair value of guarantees issued on behalf of unconsolidated entities are recorded within Other Long-Term Liabilities on the balance sheet, and were $4.3 million and $7.3 million as of September 30, 2022 and December 31, 2021, respectively.

The following table summarizes Eversource parent's exposure to guarantees and indemnifications of its subsidiaries and affiliates to external parties, and primarily relates to its offshore wind business:  

As of September 30, 2022
Company (Obligor)	Description	Maximum Exposure (in millions)		Expiration Dates
North East Offshore LLC	Construction-related purchase agreements with third-party contractors (1)	$	759.6	(1)
Sunrise Wind LLC	Construction-related purchase agreements with third-party contractors (2)	288.1		2025 - 2026
Revolution Wind, LLC	Construction-related purchase agreements with third-party contractors (3)	419.0		2024 - 2027
South Fork Wind, LLC	Construction-related purchase agreements with third-party contractors (4)	142.7		2023 - 2026
Eversource Investment LLC	Funding and indemnification obligations of North East Offshore LLC (5)	94.8		(5)
South Fork Wind, LLC	Power Purchase Agreement Security (6)	7.1		(6)
Sunrise Wind LLC	OREC capacity production (7)	2.2		(7)
Bay State Wind LLC	Real estate purchase	2.5		2023
South Fork Wind, LLC	Transmission interconnection	1.2		—
Eversource Investment LLC	Letters of Credit (8)	4.3		—
Various	Surety bonds (9)	35.7		2022 - 2023
Eversource Service	Lease payments for real estate	0.6		2024

(1)    Eversource parent issued guarantees on behalf of its 50 percent-owned affiliate, North East Offshore LLC (NEO), under which Eversource parent agreed to guarantee 50 percent of NEO’s performance of obligations under certain purchase agreements with third-party contractors, in an aggregate amount not to exceed $1.3 billion with an expiration date in 2025. Eversource parent also issued a separate guarantee to Ørsted on behalf of NEO, under which Eversource parent agreed to guarantee 50 percent of NEO’s payment obligations under certain offshore wind project construction-related agreements with Ørsted in an aggregate amount not to exceed $62.5 million and expiring upon full performance of the guaranteed obligation. Any amounts paid under this guarantee to Ørsted will count toward, but not increase, the maximum amount of the Funding Guarantee described in Note 5, below.

(2)     Eversource parent issued guarantees on behalf of its 50 percent-owned affiliate, Sunrise Wind LLC, whereby Eversource parent will guarantee Sunrise Wind LLC's performance of certain obligations, in an aggregate amount not to exceed $461.9 million, in connection with construction-related purchase agreements. Eversource parent’s obligations under the guarantees expire upon the earlier of (i) dates ranging from March 2025 and April 2026 and (ii) full performance of the guaranteed obligations.     

(3)    Eversource parent issued guarantees on behalf of its 50 percent-owned affiliate, Revolution Wind, LLC, whereby Eversource parent will guarantee Revolution Wind, LLC's performance of certain obligations, in an aggregate amount not to exceed $542.1 million, in connection with construction-related purchase agreements. Eversource parent’s obligations under the guarantees expire upon the earlier of (i) dates ranging from May 2024 and November 2027 and (ii) full performance of the guaranteed obligations.

(4)    Eversource parent issued guarantees on behalf of its 50 percent-owned affiliate, South Fork Wind, LLC, whereby Eversource parent will guarantee South Fork Wind, LLC's performance of certain obligations in connection with construction-related purchase agreements. Under these guarantees, Eversource parent will guarantee South Fork Wind, LLC's performance of certain obligations, in a total aggregate amount not to exceed $206.6 million. Eversource parent’s obligations under these guarantees expire upon the earlier of (i) dates ranging from June 2023 and August 2026 and (ii) full performance of the guaranteed obligations.

(5)    Eversource parent issued a guarantee (Funding Guarantee) on behalf of Eversource Investment LLC (EI), its wholly-owned subsidiary that holds a 50 percent ownership interest in NEO, under which Eversource parent agreed to guarantee certain funding obligations and certain indemnification payments of EI under the operating agreement of NEO, in an amount not to exceed $910 million. The guaranteed obligations include payment of EI's funding obligations during the construction phase of NEO’s underlying offshore wind projects and indemnification obligations associated with third party credit support for its investment in NEO. Eversource parent’s obligations under the Funding Guarantee expire upon the full performance of the guaranteed obligations.

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(6)    Eversource parent issued a guarantee on behalf of its 50 percent-owned affiliate, South Fork Wind, LLC, whereby Eversource parent will guarantee South Fork Wind, LLC's performance of certain obligations, in an amount not to exceed $7.1 million, under a Power Purchase Agreement between the Long Island Power Authority and South Fork Wind, LLC (the Agreement). The guarantee expires upon the later of (i) the end of the Agreement term and (ii) full performance of the guarantee obligations.

(7)    Eversource parent issued a guarantee on behalf of its 50 percent-owned affiliate, Sunrise Wind LLC, whereby Eversource parent will guarantee Sunrise Wind LLC's performance of certain obligations, in an amount not to exceed $15.4 million, under the Offshore Wind Renewable Energy Certificate Purchase and Sale Agreement (the Agreement). The Agreement was executed by and between the New York State Energy Research and Development Authority (NYSERDA) and Sunrise Wind LLC. The guarantee expires upon the full performance of the guaranteed obligations.    

(8)    On September 16, 2020, Eversource parent entered into a guarantee on behalf of EI, which holds Eversource's investments in offshore wind-related equity method investments, under which Eversource parent would guarantee EI's obligations under a letter of credit facility with a financial institution that EI may request in an aggregate amount of up to approximately $25 million. In January 2022, Eversource parent issued two letters of credit on behalf of South Fork Wind, LLC related to future decommissioning obligations of certain onshore transmission assets totaling $4.3 million.

(9)    Surety bond expiration dates reflect termination dates, the majority of which will be renewed or extended.  Certain surety bonds contain credit ratings triggers that would require Eversource parent to post collateral in the event that the unsecured debt credit ratings of Eversource parent are downgraded.

D.     Spent Nuclear Fuel Obligations - Yankee Companies

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

Spent Nuclear Fuel Litigation:

The Yankee Companies have filed complaints against the DOE in the Court of Federal Claims seeking monetary damages resulting from the DOE's failure to accept delivery of, and provide for a permanent facility to store, spent nuclear fuel pursuant to the terms of the 1983 spent fuel and high-level waste disposal contracts between the Yankee Companies and the DOE. The court previously awarded the Yankee Companies damages for Phases I, II, III and IV of litigation resulting from the DOE's failure to meet its contractual obligations. These Phases covered damages incurred in the years 1998 through 2016, and the awarded damages have been received by the Yankee Companies with certain amounts of the damages refunded to their customers.

DOE Phase V Damages - On March 25, 2021, each of the Yankee Companies filed a fifth set of lawsuits against the DOE in the Court of Federal Claims. The Yankee Companies filed claims seeking monetary damages totaling $120.4 million for CYAPC, YAEC and MYAPC, resulting from the DOE's failure to begin accepting spent nuclear fuel for disposal covering the years from 2017 to 2020 (DOE Phase V). The DOE Phase V trial is expected to begin in the third quarter of 2023.

E.    FERC ROE Complaints

Four separate complaints were filed at the FERC by combinations of New England state attorneys general, state regulatory commissions, consumer advocates, consumer groups, municipal parties and other parties (collectively, the Complainants). In each of the first three complaints, filed on October 1, 2011, December 27, 2012, and July 31, 2014, respectively, the Complainants challenged the NETOs' base ROE of 11.14 percent that had been utilized since 2005 and sought an order to reduce it prospectively from the date of the final FERC order and for the separate 15-month complaint periods. In the fourth complaint, filed April 29, 2016, the Complainants challenged the NETOs' base ROE billed of 10.57 percent and the maximum ROE for transmission incentive (incentive cap) of 11.74 percent, asserting that these ROEs were unjust and unreasonable.

The ROE originally billed during the period October 1, 2011 (beginning of the first complaint period) through October 15, 2014 consisted of a base ROE of 11.14 percent and incentives up to 13.1 percent. On October 16, 2014, FERC issued Opinion No. 531-A and set the base ROE at 10.57 percent and the incentive cap at 11.74 percent for the first complaint period. This was also effective for all prospective billings to customers beginning October 16, 2014. This FERC order was vacated on April 14, 2017 by the U.S. Court of Appeals for the D.C. Circuit (the Court).

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

Eversource has recorded a reserve of $39.1 million (pre-tax and excluding interest) for the second complaint period as of both September 30, 2022 and December 31, 2021. This reserve represents the difference between the billed rates during the second complaint period and a 10.57 percent base ROE and 11.74 percent incentive cap. The reserve consisted of $21.4 million for CL&P, $14.6 million for NSTAR Electric and $3.1 million for PSNH as of both September 30, 2022 and December 31, 2021.

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

The FERC order included illustrative calculations for the first complaint using FERC's proposed frameworks with financial data from that complaint. Those illustrative calculations indicated that for the first complaint period, for the NETOs, which FERC concludes are of average financial risk, the preliminary just and reasonable base ROE is 10.41 percent and the preliminary incentive cap on total ROE is 13.08 percent.

If the results of the illustrative calculations were included in a final FERC order for each of the complaint periods, then a 10.41 percent base ROE and a 13.08 percent incentive cap would not have a significant impact on our financial statements for all of the complaint periods. These preliminary calculations are not binding and do not represent what we believe to be the most likely outcome of a final FERC order.

On November 21, 2019, FERC issued Opinion No. 569 affecting the two pending transmission ROE complaints against the Midcontinent ISO (MISO) transmission owners, in which FERC adopted a new methodology for determining base ROEs. Various parties sought rehearing. On December 23, 2019, the NETOs filed supplementary materials in the NETOs' four pending cases to respond to this new methodology because of the uncertainty of the applicability to the NETOs' cases. On May 21, 2020, the FERC issued its order in Opinion No. 569-A on the rehearing of the MISO transmission owners' cases, in which FERC again changed its methodology for determining the MISO transmission owners' base ROEs. On November 19, 2020, the FERC issued Opinion No. 569-B denying rehearing of Opinion No. 569-A and reaffirmed the methodology previously adopted in Opinion No. 569-A. The new methodology differs significantly from the methodology proposed by FERC in its October 16, 2018 order to determine the NETOs' base ROEs in its four pending cases. FERC Opinion Nos 569-A and 569-B were appealed to the Court. On August 9, 2022, the Court issued its decision vacating MISO ROE FERC Opinions 569, 569-A and 569-B and remanded to FERC to reopen the proceedings. The Court found that FERC’s development of the new return methodology was arbitrary and capricious due to FERC’s failure to offer a reasonable explanation for its decision to reintroduce the risk-premium financial model in its new methodology for calculating a just and reasonable return. At this time, Eversource cannot predict how and when FERC will address the Court’s findings on the remand of the MISO FERC opinions or any potential associated impact on the NETOs’ four pending ROE complaint cases.

Given the significant uncertainty regarding the applicability of the FERC opinions in the MISO transmission owners' two complaint cases to the NETOs' pending four complaint cases, Eversource concluded that there is no reasonable basis for a change to the reserve or recognized ROEs for any of the complaint periods at this time. As well, Eversource cannot reasonably estimate a range of loss for any of the four complaint proceedings at this time.

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

A change of 10 basis points to the base ROE used to establish the reserves would impact Eversource's after-tax earnings by an average of approximately $3 million for each of the four 15-month complaint periods.

F.    Eversource and NSTAR Electric Boston Harbor Civil Action

In 2016, the United States Attorney on behalf of the United States Army Corps of Engineers filed a civil action in the United States District Court for the District of Massachusetts against NSTAR Electric, HEEC, and the Massachusetts Water Resources Authority (together with NSTAR Electric and HEEC, the "Defendants").  The action alleged that the Defendants failed to comply with certain permitting requirements related to the placement of the HEEC-owned electric distribution cable beneath Boston Harbor. The parties reached a settlement pursuant to which HEEC agreed to install a new 115kV distribution cable across Boston Harbor to Deer Island, utilizing a different route, and remove portions of the existing cable. Construction of the new distribution cable was completed in August 2019, and removal of the portions of the existing cable was completed in January 2020.

NSTAR Electric and HEEC continue to finalize the resolution of certain long-term environmental restoration efforts, as required under the current permit. Upon completion of these restoration efforts and subsequent resolution with the United States Army Corps of Engineers, such litigation is expected to be dismissed with prejudice.

G.    CL&P Regulatory Matters

CL&P Tropical Storm Isaias Response Investigation: In August 2020, PURA opened a docket to investigate the preparation for and response to Tropical Storm Isaias by Connecticut utilities, including CL&P. On April 28, 2021, PURA issued a final decision on CL&P’s compliance with its emergency response plan that concluded CL&P failed to comply with certain storm performance standards and was imprudent in certain instances. Specifically, PURA concluded that CL&P did not satisfy the performance standards for managing its municipal liaison program, timely removing electrical hazards from blocked roads, communicating critical information to its customers, or meeting its obligation to secure adequate external contractor and mutual aid resources in a timely manner. Based on its findings, PURA ordered CL&P to adjust its future rates in a pending or future rate proceeding to reflect a monetary penalty in the form of a downward adjustment of 90 basis points in its allowed rate of return on equity (ROE), which is currently 9.25 percent. In its decision, PURA explained that additional monetary penalties and further enforcement orders pursuant to Connecticut statute would be considered in a separate proceeding that was initiated on May 6, 2021.

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On May 6, 2021, as part of the penalty proceeding, PURA issued a notice of violation that included an assessment of $30 million, consisting of a $28.4 million civil penalty for non-compliance with storm performance standards to be provided as credits on customer bills and a $1.6 million fine for violations of accident reporting requirements to be paid to the State of Connecticut’s general fund. On July 14, 2021, PURA issued a final decision in this penalty proceeding that included an assessment of $28.6 million, maintaining the $28.4 million performance penalty and reducing the $1.6 million fine for accident reporting to $0.2 million. The $28.4 million performance penalty was credited to customers on electric bills beginning on September 1, 2021 over a one-year period. The $28.4 million is the maximum statutory penalty amount under applicable Connecticut law in effect at the time of Tropical Storm Isaias, which is 2.5 percent of CL&P’s annual distribution revenues. The liability for the performance penalty was recorded as a current regulatory liability on CL&P’s balance sheet and as a reduction to Operating Revenues on the nine months ended September 30, 2021 statement of income. The after-tax earnings impact of this charge was $0.07 per share.

CL&P Settlement Agreement: On October 1, 2021, CL&P entered into a settlement agreement with the DEEP, Office of Consumer Counsel (OCC), Office of the Attorney General (AG) and the Connecticut Industrial Energy Consumers, resolving certain issues that arose in then-pending regulatory proceedings initiated by the PURA. PURA approved the settlement agreement on October 27, 2021. In the settlement agreement, CL&P agreed to provide a total of $65 million of customer credits, which were distributed based on customer sales over a two-month billing period from December 1, 2021 to January 31, 2022. CL&P also agreed to irrevocably set aside $10 million in a customer assistance fund to provide bill payment assistance to certain existing non-hardship and hardship customers carrying arrearages, as approved by the PURA, with the objective of disbursing the funds prior to April 30, 2022. Those customers were provided with $10 million of bill forgiveness in the first quarter of 2022. CL&P recorded a current regulatory liability of $75 million on the balance sheet associated with the provisions of the settlement agreement, with a $65 million pre-tax charge as a reduction to Operating Revenues associated with the customer credits and a $10 million charge to Operations and Maintenance expense associated with the customer assistance fund on the September 30, 2021 statement of income.

In exchange for the $75 million of customer credits and assistance, PURA’s interim rate reduction docket was resolved without findings. As a result of the settlement agreement, neither the 90 basis point reduction to CL&P’s return on equity introduced in PURA’s storm-related decision issued April 28, 2021, nor the 45 basis point reduction to CL&P’s return on equity included in PURA’s decision issued September 14, 2021 in the interim rate reduction docket, will be implemented.

CL&P has also agreed to freeze its current base distribution rates, subject to the customer credits described above, until no earlier than January 1, 2024. The rate freeze applies only to base distribution rates (including storm costs) and not to other rate mechanisms such as the retail rate components, rate reconciling mechanisms, formula rates and any other adjustment mechanisms. The rate freeze also does not apply to any cost recovery mechanism outside of the base distribution rates with regard to grid-modernization initiatives or any other proceedings, either currently pending or that may be initiated during the rate freeze period, that may place additional obligations on CL&P. The approval of the settlement agreement satisfies the Connecticut statute of rate review requirements that requires electric utilities to file a distribution rate case within four years of the last rate case.

As part of the settlement agreement, CL&P agreed to withdraw with prejudice its pending appeals of PURA’s decisions dated April 28, 2021 and July 14, 2021 related to Storm Isaias and agreed to waive its right to file an appeal and seek a judicial stay of the September 14, 2021 decision in the interim rate reduction docket. The settlement agreement assures that CL&P will have the opportunity to petition for and demonstrate the prudency of the storm costs incurred to respond to customer outages associated with Storm Isaias in a future ratemaking proceeding.

The cumulative pre-tax impact of the settlement agreement and the Storm Isaias assessment imposed in PURA’s April 28, 2021 and July 14, 2021 decisions totaled $103.6 million, and the after-tax earnings impact was $85.8 million, or $0.25 per share, for the nine months ended September 30, 2021.

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10.    FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

	Eversource				CL&P				NSTAR Electric				PSNH
(Millions of Dollars)	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
As of September 30, 2022:
Preferred Stock Not Subject to Mandatory Redemption	$	155.6	$	146.0	$	116.2	$	107.4	$	43.0	$	38.6	$	—	$	—
Long-Term Debt	21,442.4		19,010.3		4,216.2		3,774.9		4,824.8		4,415.1		1,164.4		960.1
Rate Reduction Bonds	453.7		429.5		—		—		—		—		453.7		429.5
As of December 31, 2021:
Preferred Stock Not Subject to Mandatory Redemption	$	155.6	$	166.3	$	116.2	$	122.3	$	43.0	$	44.0	$	—	$	—
Long-Term Debt	18,216.7		19,636.3		4,215.4		4,848.9		3,985.4		4,453.5		1,163.8		1,220.6
Rate Reduction Bonds	496.9		543.3		—		—		—		—		496.9		543.3

Derivative Instruments and Marketable Securities: Derivative instruments and investments in marketable securities are carried at fair value.  For further information, see Note 4, "Derivative Instruments," and Note 5, "Marketable Securities," to the financial statements.  

See Note 1C, "Summary of Significant Accounting Policies – Fair Value Measurements," for the fair value measurement policy and the fair value hierarchy.

11.    ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)

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

	For the Nine Months Ended September 30, 2022								For the Nine Months Ended September 30, 2021
Eversource (Millions of Dollars)	Qualified Cash Flow Hedging Instruments		Unrealized Gains/(Losses) on Marketable Securities		Defined Benefit Plans		Total		Qualified Cash Flow Hedging Instruments		Unrealized Gains/(Losses) on Marketable Securities		Defined Benefit Plans		Total
Balance as of Beginning of Period	$	(0.4)	$	0.4	$	(42.3)	$	(42.3)	$	(1.4)	$	1.1	$	(76.1)	$	(76.4)
OCI Before Reclassifications	—		(2.0)		(2.5)		(4.5)		—		(0.6)		(2.4)		(3.0)
Amounts Reclassified from AOCI	—		—		5.8		5.8		1.0		—		6.5		7.5
Net OCI	—		(2.0)		3.3		1.3		1.0		(0.6)		4.1		4.5
Balance as of End of Period	$	(0.4)	$	(1.6)	$	(39.0)	$	(41.0)	$	(0.4)	$	0.5	$	(72.0)	$	(71.9)

Defined benefit plan OCI amounts before reclassifications relate to actuarial gains and losses that arose during the year and were recognized in AOCI. The unamortized actuarial gains and losses and prior service costs on the defined benefit plans are amortized from AOCI into Other Income, Net over the average future employee service period, and are reflected in amounts reclassified from AOCI.

12.    COMMON SHARES

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

	Shares
			Authorized as of September 30, 2022 and December 31, 2021	Issued as of
	Par Value			September 30, 2022	December 31, 2021
Eversource	$	5	380,000,000	359,984,073	357,818,402
CL&P	$	10	24,500,000	6,035,205	6,035,205
NSTAR Electric	$	1	100,000,000	200	200
PSNH	$	1	100,000,000	301	301

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Common Share Issuances and 2022 Equity Distribution Agreement: On May 11, 2022, Eversource entered into an equity distribution agreement pursuant to which it may offer and sell up to $1.2 billion of its common shares from time to time through an “at-the-market” (ATM) equity offering program. Eversource may issue and sell its common shares through its sales agents during the term of this agreement. Shares may be offered in transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise. Sales may be made at either market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. In the first nine months of 2022, Eversource issued 2,165,671 common shares, which resulted in proceeds of $197.1 million, net of issuance costs. Eversource used the net proceeds received for general corporate purposes.

Treasury Shares: As of September 30, 2022 and December 31, 2021, there were 12,635,324 and 13,415,206 Eversource common shares held as treasury shares, respectively. As of September 30, 2022 and December 31, 2021, there were 347,348,749 and 344,403,196 Eversource common shares outstanding, respectively.

Eversource issues treasury shares to satisfy awards under the Company's incentive plans, shares issued under the dividend reinvestment and share purchase plan, and matching contributions under the Eversource 401k Plan. Eversource also issued treasury shares for its December 2021 and October 2022 water business acquisitions. The issuance of treasury shares represents a non-cash transaction, as the treasury shares were used to fulfill Eversource's obligations that require the issuance of common shares.

Acquisition of Torrington Water Company: On October 3, 2022, Aquarion acquired The Torrington Water Company (TWC) following the receipt of all required approvals. The acquisition was structured as a stock-for-stock exchange, and Eversource issued 925,264 treasury shares at closing for a purchase price of approximately $72 million. TWC provided regulated water service to approximately 10,100 customers in Connecticut.

13.    COMMON SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS

Dividends on the preferred stock of CL&P and NSTAR Electric totaled $1.9 million for each of the three months ended September 30, 2022 and 2021 and $5.6 million for each of the nine months ended September 30, 2022 and 2021. These dividends were presented as Net Income Attributable to Noncontrolling Interests on the Eversource statements of income. Noncontrolling Interest – Preferred Stock of Subsidiaries on the Eversource balance sheets totaled $155.6 million as of September 30, 2022 and December 31, 2021. On the Eversource balance sheets, Common Shareholders' Equity was fully attributable to Eversource parent and Noncontrolling Interest – Preferred Stock of Subsidiaries was fully attributable to the noncontrolling interest.

14.    EARNINGS PER SHARE

Basic EPS is computed based upon the weighted average number of common shares outstanding during each period.  Diluted EPS is computed on the basis of the weighted average number of common shares outstanding plus the potential dilutive effect of certain share-based compensation awards as if they were converted into outstanding common shares.  The dilutive effect of unvested RSU and performance share awards is calculated using the treasury stock method.  RSU and performance share awards are included in basic weighted average common shares outstanding as of the date that all necessary vesting conditions have been satisfied. For the three and nine months ended September 30, 2022 and 2021, there were no antidilutive share awards excluded from the computation of diluted EPS.

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

Eversource (Millions of Dollars, except share information)	For the Three Months Ended				For the Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Net Income Attributable to Common Shareholders	$	349.4	$	283.2	$	1,084.7	$	913.8
Weighted Average Common Shares Outstanding:
Basic	347,297,411		344,023,846		346,115,823		343,848,905
Dilutive Effect	465,282		645,936		457,278		631,151
Diluted	347,762,693		344,669,782		346,573,101		344,480,056
Basic EPS	$	1.01	$	0.82	$	3.13	$	2.66
Diluted EPS	$	1.00	$	0.82	$	3.13	$	2.65

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15.    REVENUES

The following tables present operating revenues disaggregated by revenue source:

	For the Three Months Ended September 30, 2022
Eversource (Millions of Dollars)	Electric Distribution		Natural Gas Distribution		Electric Transmission		Water Distribution		Other		Eliminations		Total
Revenues from Contracts with Customers
Retail Tariff Sales
Residential	$	1,492.9	$	94.7	$	—	$	45.7	$	—	$	—	$	1,633.3
Commercial	890.5		76.7		—		18.5		—		(1.7)		984.0
Industrial	105.6		33.6		—		1.3		—		(5.2)		135.3
Total Retail Tariff Sales Revenues	2,489.0		205.0		—		65.5		—		(6.9)		2,752.6
Wholesale Transmission Revenues	—		—		520.3		—		29.9		(416.3)		133.9
Wholesale Market Sales Revenues	317.1		22.7		—		1.1		—		—		340.9
Other Revenues from Contracts with Customers	17.3		0.6		3.4		2.1		313.6		(311.9)		25.1
Amortization of/(Reserve for)     Revenues Subject to Refund (1)	7.0		—		—		(0.1)		—		—		6.9
Total Revenues from Contracts with Customers	2,830.4		228.3		523.7		68.6		343.5		(735.1)		3,259.4
Alternative Revenue Programs	(37.7)		(2.8)		(55.1)		(3.6)		—		52.6		(46.6)
Other Revenues (2)	2.4		0.1		0.2		0.1		—		—		2.8
Total Operating Revenues	$	2,795.1	$	225.6	$	468.8	$	65.1	$	343.5	$	(682.5)	$	3,215.6
	For the Nine Months Ended September 30, 2022
Eversource (Millions of Dollars)	Electric Distribution		Natural Gas Distribution		Electric Transmission		Water Distribution		Other		Eliminations		Total
Revenues from Contracts with Customers
Retail Tariff Sales
Residential	$	3,683.9	$	870.0	$	—	$	109.1	$	—	$	—	$	4,663.0
Commercial	2,216.0		456.9		—		49.9		—		(4.2)		2,718.6
Industrial	284.1		145.2		—		3.5		—		(14.8)		418.0
Total Retail Tariff Sales Revenues	6,184.0		1,472.1		—		162.5		—		(19.0)		7,799.6
Wholesale Transmission Revenues	—		—		1,301.0		—		79.4		(1,047.3)		333.1
Wholesale Market Sales Revenues	895.2		89.3		—		2.8		—		—		987.3
Other Revenues from Contracts with Customers	53.4		2.8		10.5		6.2		983.3		(974.9)		81.3
Amortization of/(Reserve for)     Revenues Subject to Refund (1)	71.9		—		0.7		(0.9)		—		—		71.7
Total Revenues from Contracts with Customers	7,204.5		1,564.2		1,312.2		170.6		1,062.7		(2,041.2)		9,273.0
Alternative Revenue Programs	(26.2)		4.3		48.9		(2.8)		—		(46.9)		(22.7)
Other Revenues (2)	7.5		0.9		0.5		0.4		—		—		9.3
Total Operating Revenues	$	7,185.8	$	1,569.4	$	1,361.6	$	168.2	$	1,062.7	$	(2,088.1)	$	9,259.6

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	For the Three Months Ended September 30, 2021
Eversource (Millions of Dollars)	Electric Distribution		Natural Gas Distribution		Electric Transmission		Water Distribution		Other		Eliminations		Total
Revenues from Contracts with Customers
Retail Tariff Sales
Residential	$	1,146.8	$	81.7	$	—	$	39.1	$	—	$	—	$	1,267.6
Commercial	748.8		59.0		—		17.2		—		(1.4)		823.6
Industrial	96.2		28.6		—		1.1		—		(4.8)		121.1
Total Retail Tariff Sales Revenues	1,991.8		169.3		—		57.4		—		(6.2)		2,212.3
Wholesale Transmission Revenues	—		—		527.2		—		23.0		(408.5)		141.7
Wholesale Market Sales Revenues	133.8		12.2		—		1.1		—		—		147.1
Other Revenues from Contracts with Customers	29.6		1.2		3.5		1.8		303.1		(301.4)		37.8
Reserve for Revenues Subject to Refund (1)	(93.4)		—		—		(0.9)		—		—		(94.3)
Total Revenues from Contracts with Customers	2,061.8		182.7		530.7		59.4		326.1		(716.1)		2,444.6
Alternative Revenue Programs	(7.9)		2.7		(112.6)		2.3		—		102.0		(13.5)
Other Revenues (2)	1.3		0.1		0.2		0.1		—		—		1.7
Total Operating Revenues	$	2,055.2	$	185.5	$	418.3	$	61.8	$	326.1	$	(614.1)	$	2,432.8
	For the Nine Months Ended September 30, 2021
Eversource (Millions of Dollars)	Electric Distribution		Natural Gas Distribution		Electric Transmission		Water Distribution		Other		Eliminations		Total
Revenues from Contracts with Customers
Retail Tariff Sales
Residential	$	3,094.9	$	722.8	$	—	$	102.8	$	—	$	—	$	3,920.5
Commercial	1,902.9		356.4		—		47.0		—		(4.1)		2,302.2
Industrial	261.1		119.5		—		3.3		—		(12.8)		371.1
Total Retail Tariff Sales Revenues	5,258.9		1,198.7		—		153.1		—		(16.9)		6,593.8
Wholesale Transmission Revenues	—		—		1,338.4		—		62.5		(1,075.4)		325.5
Wholesale Market Sales Revenues	380.1		54.1		—		3.0		—		—		437.2
Other Revenues from Contracts with Customers	68.4		3.6		10.2		5.5		936.6		(929.6)		94.7
Reserve for Revenues Subject to Refund (1)	(93.4)		—		—		(2.2)		—		—		(95.6)
Total Revenues from Contracts with Customers	5,614.0		1,256.4		1,348.6		159.4		999.1		(2,021.9)		7,355.6
Alternative Revenue Programs	14.9		21.3		(119.2)		1.3		—		103.0		21.3
Other Revenues (2)	3.2		0.1		0.7		0.3		—		—		4.3
Total Operating Revenues	$	5,632.1	$	1,277.8	$	1,230.1	$	161.0	$	999.1	$	(1,918.9)	$	7,381.2

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	For the Three Months Ended September 30, 2022						For the Three Months Ended September 30, 2021
(Millions of Dollars)	CL&P		NSTAR Electric		PSNH		CL&P		NSTAR Electric		PSNH
Revenues from Contracts with Customers
Retail Tariff Sales
Residential	$	739.1	$	507.6	$	246.2	$	572.0	$	401.9	$	172.9
Commercial	311.2		469.6		110.4		249.4		411.3		88.5
Industrial	41.9		39.3		24.4		35.0		35.9		25.3
Total Retail Tariff Sales Revenues	1,092.2		1,016.5		381.0		856.4		849.1		286.7
Wholesale Transmission Revenues	250.3		183.8		86.2		268.2		171.0		88.0
Wholesale Market Sales Revenues	232.9		57.5		26.7		100.3		21.3		12.2
Other Revenues from Contracts with Customers	7.5		10.7		3.1		12.1		14.3		7.3
Amortization of/(Reserve for)     Revenues Subject to Refund (1)	7.0		—		—		(93.4)		—		—
Total Revenues from Contracts with Customers	1,589.9		1,268.5		497.0		1,143.6		1,055.7		394.2
Alternative Revenue Programs	(65.1)		(20.5)		(7.2)		(82.0)		(14.4)		(24.1)
Other Revenues (2)	0.2		1.8		0.6		0.2		0.7		0.6
Eliminations	(155.9)		(144.3)		(59.8)		(142.2)		(123.3)		(55.8)
Total Operating Revenues	$	1,369.1	$	1,105.5	$	430.6	$	919.6	$	918.7	$	314.9
	For the Nine Months Ended September 30, 2022						For the Nine Months Ended September 30, 2021
(Millions of Dollars)	CL&P		NSTAR Electric		PSNH		CL&P		NSTAR Electric		PSNH
Revenues from Contracts with Customers
Retail Tariff Sales
Residential	$	1,864.4	$	1,239.0	$	580.5	$	1,558.6	$	1,069.0	$	467.3
Commercial	808.7		1,128.8		280.5		679.3		975.7		249.2
Industrial	111.4		104.0		68.7		100.2		89.5		71.4
Total Retail Tariff Sales Revenues	2,784.5		2,471.8		929.7		2,338.1		2,134.2		787.9
Wholesale Transmission Revenues	575.2		512.7		213.1		652.8		478.2		207.4
Wholesale Market Sales Revenues	656.3		163.1		75.8		278.1		64.7		37.3
Other Revenues from Contracts with Customers	22.8		34.1		8.8		28.8		36.8		14.9
Amortization of/(Reserve for)     Revenues Subject to Refund (1)	72.6		—		—		(93.4)		—		—
Total Revenues from Contracts with Customers	4,111.4		3,181.7		1,227.4		3,204.4		2,713.9		1,047.5
Alternative Revenue Programs	28.3		(14.4)		8.8		(74.2)		(11.3)		(18.8)
Other Revenues (2)	0.5		5.4		2.1		0.3		2.5		1.1
Eliminations	(449.6)		(420.4)		(161.2)		(394.0)		(362.0)		(142.6)
Total Operating Revenues	$	3,690.6	$	2,752.3	$	1,077.1	$	2,736.5	$	2,343.1	$	887.2

(1)    Amortization of Revenues Subject to Refund within the Electric Distribution segment in the third quarter and first nine months of 2022 primarily represents the reversal of a 2021 reserve at CL&P established to provide bill credits to customers as a result of the settlement agreement on October 1, 2021 and a storm performance penalty assessed by PURA. The reserve was reversed as customer credits were distributed to CL&P’s customers in retail electric rates. Total customer credits as a result of the 2021 settlement and civil penalty were $93.4 million. The settlement amount of $65 million was refunded over a two-month billing period from December 1, 2021 to January 31, 2022 and the civil penalty of $28.4 million was refunded over a one year billing period, which began September 1, 2021.

(2)    Other Revenues include certain fees charged to customers that are not considered revenue from contracts with customers. Other Revenues also include lease revenues under lessor accounting guidance of $1.0 million (including $0.2 million at CL&P and $0.6 million at NSTAR Electric) and $1.1 million (including $0.2 million at CL&P and $0.7 million at NSTAR Electric) for the three months ended September 30, 2022 and 2021, respectively, and $3.1 million (including $0.6 million at CL&P and $1.9 million at NSTAR Electric) and $3.8 million (including $0.6 million at CL&P and $2.5 million at NSTAR Electric) for the nine months ended September 30, 2022 and 2021, respectively.     

16.    SEGMENT INFORMATION

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

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The remainder of Eversource's operations is presented as Other in the tables below and primarily consists of 1) the equity in earnings of Eversource parent from its subsidiaries and intercompany interest income, both of which are eliminated in consolidation, and interest expense related to the debt of Eversource parent, 2) the revenues and expenses of Eversource Service, most of which are eliminated in consolidation, 3) the operations of CYAPC and YAEC, 4) the results of other unregulated subsidiaries, which are not part of its core business, and 5) Eversource parent's equity ownership interests that are not consolidated, which primarily include the offshore wind business, a natural gas pipeline owned by Enbridge, Inc., and a renewable energy investment fund.

In the ordinary course of business, Yankee Gas, NSTAR Gas and EGMA purchase natural gas transmission services from the Enbridge, Inc. natural gas pipeline project described above. These affiliate transaction costs total $77.7 million annually and are classified as Purchased Power, Fuel and Transmission on the Eversource statements of income.

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

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

Eversource's segment information is as follows:

	For the Three Months Ended September 30, 2022
Eversource (Millions of Dollars)	Electric Distribution		Natural Gas Distribution		Electric Transmission		Water Distribution		Other		Eliminations		Total
Operating Revenues	$	2,795.1	$	225.6	$	468.8	$	65.1	$	343.5	$	(682.5)	$	3,215.6
Depreciation and Amortization	(256.9)		(25.1)		(85.1)		(12.7)		(35.4)		1.8		(413.4)
Other Operating Expenses	(2,261.5)		(226.3)		(143.7)		(28.8)		(265.7)		681.1		(2,244.9)
Operating Income/(Loss)	$	276.7	$	(25.8)	$	240.0	$	23.6	$	42.4	$	0.4	$	557.3
Interest Expense	$	(64.5)	$	(18.8)	$	(36.6)	$	(8.7)	$	(69.6)	$	20.0	$	(178.2)
Other Income, Net	59.6		11.1		10.1		2.1		429.9		(423.0)		89.8
Net Income/(Loss) Attributable to Common   Shareholders	225.1		(24.6)		155.8		16.7		379.0		(402.6)		349.4
	For the Nine Months Ended September 30, 2022
Eversource (Millions of Dollars)	Electric Distribution		Natural Gas Distribution		Electric Transmission		Water Distribution		Other		Eliminations		Total
Operating Revenues	$	7,185.8	$	1,569.4	$	1,361.6	$	168.2	$	1,062.7	$	(2,088.1)	$	9,259.6
Depreciation and Amortization	(806.7)		(116.2)		(250.3)		(37.5)		(98.8)		5.1		(1,304.4)
Other Operating Expenses	(5,743.2)		(1,244.3)		(414.3)		(82.9)		(876.5)		2,081.9		(6,279.3)
Operating Income	$	635.9	$	208.9	$	697.0	$	47.8	$	87.4	$	(1.1)	$	1,675.9
Interest Expense	$	(184.2)	$	(51.2)	$	(107.3)	$	(25.2)	$	(169.9)	$	46.3	$	(491.5)
Other Income, Net	160.1		31.9		28.3		6.4		1,280.1		(1,251.5)		255.3
Net Income Attributable to Common Shareholders	495.0		147.2		455.8		29.4		1,163.6		(1,206.3)		1,084.7
Cash Flows Used for Investments in Plant	823.9		424.5		823.3		103.4		177.6		—		2,352.7

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	For the Three Months Ended September 30, 2021
Eversource (Millions of Dollars)	Electric Distribution		Natural Gas Distribution		Electric Transmission		Water Distribution		Other		Eliminations		Total
Operating Revenues	$	2,055.2	$	185.5	$	418.3	$	61.8	$	326.1	$	(614.1)	$	2,432.8
Depreciation and Amortization	(179.8)		(28.5)		(75.4)		(11.5)		(28.0)		1.1		(322.1)
Other Operating Expenses	(1,640.5)		(176.9)		(122.4)		(26.1)		(275.2)		613.7		(1,627.4)
Operating Income/(Loss)	$	234.9	$	(19.9)	$	220.5	$	24.2	$	22.9	$	0.7	$	483.3
Interest Expense	$	(61.0)	$	(15.7)	$	(33.5)	$	(8.0)	$	(42.5)	$	12.7	$	(148.0)
Other Income, Net	25.4		6.7		5.0		1.2		325.9		(320.4)		43.8
Net Income/(Loss) Attributable to Common    Shareholders	150.4		(22.0)		139.4		17.5		304.9		(307.0)		283.2
	For the Nine Months Ended September 30, 2021
Eversource (Millions of Dollars)	Electric Distribution		Natural Gas Distribution		Electric Transmission		Water Distribution		Other		Eliminations		Total
Operating Revenues	$	5,632.1	$	1,277.8	$	1,230.1	$	161.0	$	999.1	$	(1,918.9)	$	7,381.2
Depreciation and Amortization	(534.1)		(108.7)		(223.4)		(34.3)		(83.7)		3.1		(981.1)
Other Operating Expenses	(4,531.3)		(970.6)		(359.6)		(76.7)		(860.3)		1,918.9		(4,879.6)
Operating Income	$	566.7	$	198.5	$	647.1	$	50.0	$	55.1	$	3.1	$	1,520.5
Interest Expense	$	(175.4)	$	(44.2)	$	(98.7)	$	(24.0)	$	(125.9)	$	37.0	$	(431.2)
Other Income, Net	76.0		15.2		17.3		3.1		1,059.2		(1,046.2)		124.6
Net Income Attributable to Common Shareholders	365.4		129.6		412.4		30.0		982.5		(1,006.1)		913.8
Cash Flows Used for Investments in Plant	764.9		506.4		691.0		91.2		157.6		—		2,211.1

The following table summarizes Eversource's segmented total assets:

Eversource (Millions of Dollars)	Electric Distribution		Natural Gas Distribution		Electric Transmission		Water Distribution		Other		Eliminations		Total
As of September 30, 2022	$	26,992.6	$	7,692.6	$	13,225.3	$	2,627.9	$	24,865.4	$	(23,804.4)	$	51,599.4
As of December 31, 2021	25,411.2		7,215.9		12,377.8		2,551.1		22,674.7		(21,738.6)		48,492.1

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EVERSOURCE ENERGY AND SUBSIDIARIES

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related combined notes included in this combined Quarterly Report on Form 10-Q, the combined Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022, as well as the Eversource 2021 combined Annual Report on Form 10-K.  References in this combined Quarterly Report on Form 10-Q to "Eversource," the "Company," "we," "us," and "our" refer to Eversource Energy and its consolidated subsidiaries.  All per-share amounts are reported on a diluted basis.  The unaudited condensed consolidated financial statements of Eversource, NSTAR Electric and PSNH and the unaudited condensed financial statements of CL&P are herein collectively referred to as the "financial statements."  

Refer to the Glossary of Terms included in this combined Quarterly Report on Form 10-Q for abbreviations and acronyms used throughout this Management's Discussion and Analysis of Financial Condition and Results of Operations.  

The only common equity securities that are publicly traded are common shares of Eversource. The earnings and EPS of each business discussed below do not represent a direct legal interest in the assets and liabilities of such business, but rather represent a direct interest in our assets and liabilities as a whole. EPS by business is a financial measure that is not recognized under GAAP (non-GAAP) and is calculated by dividing the Net Income Attributable to Common Shareholders of each business by the weighted average diluted Eversource common shares outstanding for the period. Our earnings discussion also includes non-GAAP financial measures referencing our 2022 and 2021 earnings and EPS excluding certain transaction and transition costs, and our 2021 earnings and EPS excluding charges at CL&P related to an October 2021 settlement agreement that included credits to customers and funding of various customer assistance initiatives and a 2021 storm performance penalty imposed on CL&P by the PURA.

We use these non-GAAP financial measures to evaluate and provide details of earnings results by business and to more fully compare and explain our 2022 and 2021 results without including these items. This information is among the primary indicators we use as a basis for evaluating performance and planning and forecasting of future periods. We believe the impacts of transaction and transition costs, the CL&P October 2021 settlement agreement, and the 2021 storm performance penalty imposed on CL&P by the PURA, are not indicative of our ongoing costs and performance. We view these charges as not directly related to the ongoing operations of the business and therefore not an indicator of baseline operating performance. Due to the nature and significance of the effect of these items on Net Income Attributable to Common Shareholders and EPS, we believe that the non-GAAP presentation is a more meaningful representation of our financial performance and provides additional and useful information to readers of this report in analyzing historical and future performance of our business. These non-GAAP financial measures should not be considered as alternatives to reported Net Income Attributable to Common Shareholders or EPS determined in accordance with GAAP as indicators of operating performance.

We make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, assumptions of future events, future financial performance or growth and other statements that are not historical facts. These statements are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. You can generally identify our forward-looking statements through the use of words or phrases such as "estimate," "expect," "anticipate," "intend," "plan," "project," "believe," "forecast," "should," "could," and other similar expressions. Forward-looking statements involve risks and uncertainties that may cause actual results or outcomes to differ materially from those included in our forward-looking statements. 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 may cause our actual results or outcomes to differ materially from those contained in our forward-looking statements, including, but not limited to:

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

•    disruptions in the capital markets or other events that make our access to necessary capital more difficult or costly,

•    the negative impacts of the novel coronavirus (COVID-19) pandemic, including any new or emerging variants, on our customers, vendors, employees, regulators, and operations,

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

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

•    acts of war or terrorism, physical attacks or grid disturbances that may damage and disrupt our electric transmission and electric, natural gas, and water distribution systems,

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

•    substandard performance of third-party suppliers and service providers,

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

•    changes in business conditions, which could include disruptive technology or development of alternative energy sources related to our current or future business model,

•    contamination of, or disruption in, our water supplies,

•    changes in levels or timing of capital expenditures,

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

•    changes in accounting standards and financial reporting regulations,

•    actions of rating agencies, and

•    other presently unknown or unforeseen factors.

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

All such factors are difficult to predict and contain uncertainties that may materially affect our actual results, many of which are beyond our control.  You should not place undue reliance on the forward-looking statements, as each speaks only as of the date on which such statement is made, and, except as required by federal securities laws, we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time and it is not possible for us to predict all of such factors, nor can we assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. For more information, see Item 1A, Risk Factors, included in this combined Quarterly Report on Form 10-Q and in Eversource's 2021 combined Annual Report on Form 10-K.  This combined Quarterly Report on Form 10-Q and Eversource's 2021 combined Annual Report on Form 10-K also describe material contingencies and critical accounting policies in the accompanying Management's Discussion and Analysis of Financial Condition and Results of Operations and Combined Notes to Financial Statements.  We encourage you to review these items.

Financial Condition and Business Analysis

Executive Summary

Eversource Energy is a public utility holding company primarily engaged, through its wholly-owned regulated utility subsidiaries, in the energy delivery business.  Eversource Energy's wholly-owned regulated utility subsidiaries consist of CL&P, NSTAR Electric and PSNH (electric utilities), Yankee Gas, NSTAR Gas and EGMA (natural gas utilities) and Aquarion (water utilities). Eversource is organized into the electric distribution, electric transmission, natural gas distribution, and water distribution reportable segments.

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

Earnings Overview and Future Outlook: 

•We earned $349.4 million, or $1.00 per share, in the third quarter of 2022, and $1.08 billion, or $3.13 per share, in the first nine months of 2022, compared with $283.2 million, or $0.82 per share, in the third quarter of 2021, and $913.8 million, or $2.65 per share, in the first nine months of 2021.

•Our results include after-tax transaction and transition costs recorded at Eversource parent of $2.2 million, or $0.01 per share, in the third quarter of 2022, and $13.0 million, or $0.04 per share, in the first nine months of 2022, compared with $4.3 million, or $0.01 per share, in the third quarter of 2021, and $17.3 million, or $0.05 per share, in the first nine months of 2021. Our third quarter and first nine months of 2021 results include a charge resulting from a PURA-approved CL&P settlement agreement and our first nine months of 2021 results also include a charge at CL&P resulting from a PURA assessment as a result of CL&P’s preparation for and response to Tropical Storm Isaias in August 2020. These after-tax charges at CL&P were recorded within the electric distribution segment and totaled $63.2 million, or $0.19 per share, in the third quarter of 2021, and $85.8 million, or $0.25 per share, in the first nine months of 2021. Excluding these costs, our non-GAAP earnings were $351.6 million, or $1.01 per share, in the third quarter of 2022, and $1.10 billion, or $3.17 per share, in the first nine months of 2022, compared with $350.7 million, or $1.02 per share, in the third quarter of 2021, and $1.02 billion, or $2.95 per share, in the first nine months of 2021.

•We reaffirmed our projection of our long-term EPS growth rate through 2026 from our regulated utility businesses in the upper half of the 5 to 7 percent range. We estimate that we will earn within a 2022 non-GAAP earnings guidance range of between $4.04 per share and $4.14 per share, which excludes the impact of transaction and transition costs.

Liquidity:

•Cash flows provided by operating activities totaled $1.69 billion in the first nine months of 2022, compared with $1.52 billion in the first nine months of 2021. Investments in property, plant and equipment totaled $2.35 billion in the first nine months of 2022, compared with $2.21 billion in the first nine months of 2021.  

•Cash and Cash Equivalents totaled $485.7 million as of September 30, 2022, compared with $66.8 million as of December 31, 2021. Our available borrowing capacity under our commercial paper programs totaled $2.25 billion as of September 30, 2022.

•In the first nine months of 2022, we issued $4.05 billion of new long-term debt and we repaid $775 million of long-term debt.

•In the first nine months of 2022, we issued 2,165,671 common shares, which resulted in proceeds of $197.1 million, net of issuance costs.

•On September 16, 2022, our Board of Trustees approved a common share dividend payment of $0.6375 per share, paid on September 30, 2022 to shareholders of record as of September 26, 2022.

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Earnings Overview

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

	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
	2022				2021				2022				2021
(Millions of Dollars, Except Per Share Amounts)	Amount		Per Share		Amount		Per Share		Amount		Per Share		Amount		Per Share
Net Income Attributable to Common Shareholders (GAAP)	$	349.4	$	1.00	$	283.2	$	0.82	$	1,084.7	$	3.13	$	913.8	$	2.65
Regulated Companies (Non-GAAP)	$	373.0	$	1.07	$	348.5	$	1.01	$	1,127.4	$	3.26	$	1,023.2	$	2.97
Eversource Parent and Other Companies (Non-GAAP)	(21.4)		(0.06)		2.2		0.01		(29.7)		(0.09)		(6.3)		(0.02)
Non-GAAP Earnings	$	351.6	$	1.01	$	350.7	$	1.02	$	1,097.7	$	3.17	$	1,016.9	$	2.95
CL&P Settlement Impacts (after-tax) (1)	—		—		(63.2)		(0.19)		—		—		(85.8)		(0.25)
Transaction and Transition Costs (after-tax) (2)	(2.2)		(0.01)		(4.3)		(0.01)		(13.0)		(0.04)		(17.3)		(0.05)
Net Income Attributable to Common Shareholders (GAAP)	$	349.4	$	1.00	$	283.2	$	0.82	$	1,084.7	$	3.13	$	913.8	$	2.65

(1)    The 2021 after-tax costs are associated with the October 1, 2021 CL&P settlement agreement approved by PURA on October 27, 2021, which included a pre-tax $65 million charge to earnings for customer credits provided to customers over a two-month billing period from December 1, 2021 to January 31, 2022 and a $10 million charge to earnings to establish a fund that provided bill payment assistance to certain existing non-hardship and hardship customers carrying arrearages. These charges were recorded in the third quarter of 2021. The nine months ended 2021 after-tax costs also include a charge recorded at CL&P as a result of PURA’s April 28, 2021 and July 14, 2021 decisions, which included a $28.4 million penalty for storm performance results provided as credits to customer bills over a one-year period that began September 1, 2021 and a $0.2 million fine to the State of Connecticut’s general fund. As a result of the October 1, 2021 settlement agreement, CL&P agreed to withdraw its pending appeals related to the storm performance penalty imposed in PURA’s April 28, 2021 and July 14, 2021 decisions. Management views these collective charges as not directly related to the ongoing operations of the business and therefore not an indicator of baseline operating performance.

(2)    The after-tax costs are for the transition of systems as a result of our purchase of the assets of Columbia Gas of Massachusetts (CMA) on October 9, 2020 and integrating the CMA assets onto Eversource’s systems. The after-tax costs also include costs associated with our water business acquisitions and the strategic review of our offshore wind investment portfolio.

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

	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
	2022				2021				2022				2021
(Millions of Dollars, Except Per Share Amounts)	Amount		Per Share		Amount		Per Share		Amount		Per Share		Amount		Per Share
Net Income - Regulated Companies (GAAP)	$	373.0	$	1.07	$	285.3	$	0.82	$	1,127.4	$	3.26	$	937.4	$	2.72
Electric Distribution, excluding CL&P    Settlement Impacts (Non-GAAP)	$	225.1	$	0.65	$	213.6	$	0.62	$	495.0	$	1.43	$	451.2	$	1.31
Electric Transmission	155.8		0.44		139.4		0.40		455.8		1.32		412.4		1.20
Natural Gas Distribution	(24.6)		(0.07)		(22.0)		(0.06)		147.2		0.42		129.6		0.37
Water Distribution	16.7		0.05		17.5		0.05		29.4		0.09		30.0		0.09
Net Income - Regulated Companies (Non-GAAP)	$	373.0	$	1.07	$	348.5	$	1.01	$	1,127.4	$	3.26	$	1,023.2	$	2.97
CL&P Settlement Impacts (after-tax)	—		—		(63.2)		(0.19)		—		—		(85.8)		(0.25)
Net Income - Regulated Companies (GAAP)	$	373.0	$	1.07	$	285.3	$	0.82	$	1,127.4	$	3.26	$	937.4	$	2.72

Our electric distribution segment earnings increased $74.7 million in the third quarter of 2022, as compared to the third quarter of 2021, due primarily to the absence in 2022 of CL&P’s October 1, 2021 settlement agreement that resulted in a $75 million pre-tax charge to earnings recorded in 2021. The after-tax impact of the CL&P settlement agreement was $63.2 million, or $0.19 per share. Excluding that 2021 charge, electric distribution segment earnings increased $11.5 million due primarily to a base distribution rate increase at NSTAR Electric effective January 1, 2022, higher earnings from CL&P's capital tracking mechanism due to increased electric system improvements, a lower effective tax rate resulting from the income tax return to provision adjustment and a decrease in permanent and flow-through income tax items, and lower pension plan expense in Connecticut and New Hampshire. Those earnings increases were partially offset by higher operations and maintenance expense driven primarily by higher insurance reserves and higher shared corporate costs resulting from the implementation of new information technology systems, higher property and other tax expense, and higher depreciation expense.

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Our electric distribution segment earnings increased $129.6 million in the first nine months of 2022, as compared to the first nine months of 2021, due primarily to the absence in 2022 of CL&P’s October 1, 2021 settlement agreement that resulted in a $75 million pre-tax charge to earnings and a $28.6 million pre-tax charge to earnings at CL&P for a storm performance penalty imposed by PURA as a result of CL&P’s preparation for and response to Tropical Storm Isaias in August 2020 recorded in 2021. The after-tax impact of the CL&P settlement agreement and CL&P storm performance penalty imposed by the PURA was $85.8 million, or $0.25 per share. Excluding those 2021 charges, electric distribution segment earnings increased $43.8 million due primarily to a base distribution rate increase at NSTAR Electric effective January 1, 2022, higher earnings from CL&P's capital tracking mechanism due to increased electric system improvements, lower pension plan expense in Connecticut and New Hampshire, a lower effective tax rate resulting from the income tax return to provision adjustment in the third quarter and a decrease in permanent and flow-through income tax items, and an increase in interest income primarily on regulatory deferrals. Those earnings increases were partially offset by higher operations and maintenance expense driven primarily by higher insurance reserves and higher shared corporate costs resulting from the implementation of new information technology systems, higher depreciation expense, higher property and other tax expense, and higher interest expense.

Our electric transmission segment earnings increased $16.4 million and $43.4 million in the third quarter and first nine months of 2022, respectively, as compared to the third quarter and first nine months of 2021, due primarily to a higher transmission rate base as a result of our continued investment in our transmission infrastructure.

Our natural gas distribution segment earnings had an increased loss of $2.6 million in the third quarter of 2022, as compared to the third quarter of 2021, due primarily to higher operations and maintenance expense, higher property tax expense, and higher depreciation expense, partially offset by higher earnings from capital tracking mechanisms due to continued investments in natural gas infrastructure, higher revenues from base distribution rate increases at EGMA and NSTAR Gas effective November 1, 2021, and lower pension plan expense at Yankee Gas.

Our natural gas distribution segment earnings increased $17.6 million in the first nine months of 2022, as compared to the first nine months of 2021, due primarily to base distribution rate increases at EGMA and NSTAR Gas effective November 1, 2021, higher earnings from capital tracking mechanisms due to continued investments in natural gas infrastructure, and lower pension plan expense at Yankee Gas. Those earnings increases were partially offset by higher operations and maintenance expense, higher property tax expense, higher depreciation expense, and higher interest expense. Our natural gas companies' decoupled rate structure is seasonally structured and provides greater earnings in the winter heating months in correlation to higher customer usage. Therefore, the majority of the impact of the EGMA and NSTAR Gas annual base distribution rate increases were recognized by the end of the first quarter of 2022.

Our water distribution segment earnings decreased $0.8 million and $0.6 million in the third quarter and first nine months of 2022, respectively, as compared to the third quarter and first nine months of 2021.

Eversource Parent and Other Companies:  Eversource parent and other companies’ losses increased $21.5 million and $19.1 million in the third quarter and the first nine months of 2022, respectively, as compared to the third quarter and first nine months of 2021. Higher losses in both periods were due primarily to higher interest expense and a higher effective tax rate driven by the income tax return to provision adjustment in the third quarter, partially offset by higher return at Eversource Service as a result of increased investments in property, plant and equipment, and after-tax decreases of $2.1 million and $4.3 million in transition costs associated with EGMA integration and transaction costs in the third quarter and first nine months of 2022, respectively, as compared to the same periods in 2021. The nine-month period also benefited from higher unrealized gains associated with our equity method investment in a renewable energy fund.

Pension Plan: Pension plan assets and obligation are presented on a net basis and remeasured annually using a December 31st measurement date. Our future pension expense amount is dependent on plan asset returns and market performance, discount rates, and other actuarial assumptions. An underperformance of our pension plan investment returns relative to the expected returns would increase our net pension liability at December 31st, resulting in unamortized actuarial losses to be recognized in future years’ pension plan expense and a reduced expected return on assets component of pension expense. An increase in the discount rate used to determine our pension obligation would decrease our net pension liability at December 31st, resulting in unamortized actuarial gains to be recognized in future years’ pension plan expense. An increase in the discount rate at December 31st would also result in an increase in the interest cost component and a decrease in the service cost component of the subsequent year’s pension plan expense. Unamortized actuarial gains or losses arising at the December 31st measurement date are primarily from differences in actual investment performance compared to expected performance, as well as changes in the discount rate and other actuarial assumptions. These actuarial gains or losses are amortized as a component of pension plan expense over the estimated average future employee service period, which is seven years for the pension plan.

The change in total pension plan expense arising from this annual remeasurement does not fully impact earnings. Our Massachusetts utilities recover qualified pension expenses related to their distribution operations through a rate reconciling mechanism that fully tracks the change in net pension expenses each year, therefore the change in their pension expense does not impact earnings. Our electric transmission companies' rates provide for an annual true-up of estimated to actual costs, which include pension expenses, therefore the change in their pension expense does not impact earnings. Additionally, the portion of our pension expense that relates to company labor devoted to capital projects is capitalized on the balance sheet instead of being charged to expense.

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Impact of COVID-19

The current and expected future financial impacts of COVID-19 as it relates to our businesses primarily relate to collectability of customer receivables and customer payment plans and the outcome of future proceedings before our state regulatory commissions to recover our incremental uncollectible customer receivable costs associated with COVID-19.

As of September 30, 2022, our allowance for uncollectible customer receivable balance of $457.6 million, of which $252.1 million relates to hardship accounts that are specifically recovered in rates charged to customers, adequately reflected the collection risk and net realizable value for our receivables. As of September 30, 2022 and December 31, 2021, the total amount incurred as a result of COVID-19 included in the allowance for uncollectible accounts was $55.5 million and $55.3 million at Eversource, $19.7 million and $23.9 million at CL&P, and $4.1 million and $9.0 million at NSTAR Electric, respectively. At our Connecticut and Massachusetts utilities, the COVID-19 related uncollectible amounts were deferred either as incremental regulatory costs or deferred through existing regulatory tracking mechanisms that recover uncollectible energy supply costs, as management believes it is probable that these costs will ultimately be recovered from customers in future rates. No COVID-19 related uncollectible amounts were deferred at PSNH as a result of a July 2021 NHPUC order. Based on the status of our COVID-19 regulatory dockets, policies and practices in the jurisdictions in which we operate, we believe the state regulatory commissions in Connecticut and Massachusetts will allow us to recover our incremental uncollectible customer receivable costs associated with COVID-19.

As of September 30, 2022 and December 31, 2021, a total of $34.6 million and $33.0 million, respectively, of incremental COVID-19 related non-tracked uncollectible costs were recorded on the balance sheets.

Liquidity

Sources and Uses of Cash: Eversource’s regulated business is capital intensive and requires considerable capital resources. Eversource’s regulated companies’ capital resources are provided by cash flows generated from operations, short-term borrowings, long-term debt issuances, capital contributions from Eversource parent, and existing cash, and are used to fund their liquidity and capital requirements. Eversource’s regulated companies typically maintain minimal cash balances and use short-term borrowings to meet their working capital needs and other cash requirements. Short-term borrowings are also used as a bridge to long-term debt financings. The levels of short-term borrowing may vary significantly over the course of the year due to the impact of fluctuations in cash flows from operations, dividends paid, capital contributions received and the timing of long-term debt financings.

Eversource, CL&P, NSTAR Electric and PSNH each uses its available capital resources 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. Eversource's regulated companies recover their electric, natural gas and water 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 and debt used to finance the investments. Eversource's regulated companies spend a significant amount of cash on capital improvements and construction projects that have a long-term return on investment and recovery period. In addition, Eversource uses its capital resources to fund investments in its offshore wind business, which are recognized as long-term assets.

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

Cash and Cash Equivalents totaled $485.7 million as of September 30, 2022, compared with $66.8 million as of December 31, 2021. The increase in Cash and Cash Equivalents was due to the NSTAR Electric $400 million long-term debt issuance on September 15, 2022 that was used to pay $400 million of long-term debt that matured on October 15, 2022.

Short-Term Debt - Commercial Paper Programs and Credit Agreements: Eversource parent has a $2.00 billion commercial paper program allowing Eversource parent to issue commercial paper as a form of short-term debt. Eversource parent, CL&P, PSNH, NSTAR Gas, Yankee Gas, EGMA and Aquarion Water Company of Connecticut are parties to a five-year $2.00 billion revolving credit facility, which terminates on October 15, 2027. This revolving credit facility serves to backstop Eversource parent's $2.00 billion commercial paper program.  

NSTAR Electric has a $650 million commercial paper program allowing NSTAR Electric to issue commercial paper as a form of short-term debt. NSTAR Electric is also a party to a five-year $650 million revolving credit facility, which terminates on October 15, 2027. This revolving credit facility serves to backstop NSTAR Electric's $650 million commercial paper program.  

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

	Borrowings Outstanding as of				Available Borrowing Capacity as of				Weighted-Average Interest Rate as of
	September 30, 2022		December 31, 2021		September 30, 2022		December 31, 2021		September 30, 2022		December 31, 2021
(Millions of Dollars)
Eversource Parent Commercial Paper Program	$	401.5	$	1,343.0	$	1,598.5	$	657.0	3.34	%	0.31	%
NSTAR Electric Commercial Paper Program	—		162.5		650.0		487.5		—	%	0.14	%

There were no borrowings outstanding on the revolving credit facilities as of September 30, 2022 or December 31, 2021.

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CL&P and PSNH have uncommitted line of credit agreements totaling $450 million and $300 million, respectively, which will expire on May 12, 2023. There are no borrowings outstanding on either the CL&P or PSNH uncommitted line of credit agreements as of September 30, 2022.

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

Intercompany Borrowings: Eversource parent uses its available capital resources to provide loans to its subsidiaries to assist in meeting their short-term borrowing needs. Eversource parent records intercompany interest income from its loans to subsidiaries, which is eliminated in consolidation. Intercompany loans from Eversource parent to its subsidiaries are eliminated in consolidation on Eversource's balance sheets. As of September 30, 2022, there were intercompany loans from Eversource parent to CL&P of $26.0 million, to PSNH of $139.7 million, and to a subsidiary of NSTAR Electric of $2.8 million. As of December 31, 2021, there were intercompany loans from Eversource parent to PSNH of $110.6 million. Intercompany loans from Eversource parent are included in Notes Payable to Eversource Parent and classified in current liabilities on the respective subsidiary's balance sheets.

Availability under Long-Term Debt Issuance Authorizations: On June 14, 2022, the DPU approved NSTAR Gas’ request for authorization to issue up to $325 million in long-term debt through December 31, 2024.

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

(Millions of Dollars)	Issuance/(Repayment)		Issue Date or Repayment Date	Maturity Date	Use of Proceeds for Issuance/ Repayment Information
NSTAR Electric 4.55% 2022 Debentures	$	450.0	May 2022	June 2052	Repaid short-term debt, paid capital expenditures and working capital
NSTAR Electric 4.95% 2022 Debentures	400.0		September 2022	September 2052	Refinanced investments in eligible green expenditures, which were previously financed using short-term debt from October 1, 2020 through June 30, 2022
NSTAR Electric 2.375% 2012 Debentures	(400.0)		October 2022	October 2022	Paid at maturity
Eversource Parent 2.90% Series V Senior Notes	650.0		February 2022	March 2027	Repaid Series K Senior Notes at maturity and short-term debt
Eversource Parent 3.375% Series W Senior Notes	650.0		February 2022	March 2032	Repaid Series K Senior Notes at maturity and short-term debt
Eversource Parent 4.20% Series X Senior Notes	900.0		June 2022	June 2024	Repaid short-term debt and paid working capital
Eversource Parent 4.60% Series Y Senior Notes	600.0		June 2022	July 2027	Repaid short-term debt and paid working capital
Eversource Parent 2.75% Series K Senior Notes	(750.0)		March 2022	March 2022	Paid at maturity
Yankee Gas 8.48% Series B First Mortgage Bonds	(20.0)		March 2022	March 2022	Paid at maturity
Yankee Gas 4.31% Series U First Mortgage Bonds	100.0		September 2022	September 2032	Repaid short-term debt, paid capital expenditures and for general corporate purposes
EGMA 4.70% Series C First Mortgage Bonds	100.0		June 2022	June 2052	Repaid short-term debt, paid capital expenditures and for general corporate purposes
NSTAR Gas 4.40% Series V First Mortgage Bonds	125.0		July 2022	August 2032	Repaid short-term debt, paid capital expenditures and for general corporate purposes
Aquarion Water Company of New Hampshire 4.45% General Mortgage Bonds	(5.0)		July 2022	July 2022	Paid at maturity
Aquarion Water Company of Connecticut 4.69% Senior Notes	70.0		August 2022	September 2052	Repaid short-term debt

Rate Reduction Bonds: PSNH's RRB payments consist of principal and interest and are paid semi-annually. PSNH paid $43.2 million of RRB principal payments and $17.6 million of interest payments in the first nine months of 2022, and paid $43.2 million of RRB principal payments and $18.9 million of interest payments in the first nine months of 2021.

Common Share Issuances and 2022 Equity Distribution Agreement: On May 11, 2022, Eversource entered into an equity distribution agreement pursuant to which it may offer and sell up to $1.2 billion of its common shares from time to time through an “at-the-market” (ATM) equity offering program. Eversource may issue and sell its common shares through its sales agents during the term of this agreement. Shares may be offered in transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise. Sales may be made at either market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. In the first nine months of 2022, Eversource issued 2,165,671 common shares, which resulted in proceeds of $197.1 million, net of issuance costs. Eversource used the net proceeds received for general corporate purposes.

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Cash Flows:  Cash flows from operating activities primarily result from the transmission and distribution of electricity, and the distribution of natural gas and water. Cash flows provided by operating activities totaled $1.69 billion in the first nine months of 2022, compared with $1.52 billion in the first nine months of 2021. Changes in Eversource’s cash flows from operations were generally consistent with changes in its results of operations, as adjusted by changes in working capital in the normal course of business and as further discussed. Operating cash flows were favorably impacted by an increase in regulatory over-recoveries (excluding storm payments) driven by the timing of collections for the non-bypassable FMCC at CL&P and other regulatory tracking mechanisms, the timing of cash payments made on our accounts payable, a decrease of $60.0 million in pension contributions made in 2022, as compared to 2021, and a $51.7 million decrease in income tax payments made in 2022, as compared to 2021. The impact of regulatory collections are included in both Regulatory Over/Under Recoveries and Amortization on the statements of cash flows. These favorable impacts were partially offset by an increase of $163.7 million in cash payments for storm costs at CL&P and NSTAR Electric, a $146.0 million increase in cost of removal expenditures, the timing of cash collections on our accounts receivable, a $76.1 million payment in the second quarter of 2022 related to withheld property taxes at NSTAR Electric, and $72.0 million of customer credits distributed to CL&P’s customers in the first nine months of 2022 as a result of the October 2021 settlement agreement and the 2021 storm performance penalty for CL&P’s response to Tropical Storm Isaias.

On September 16, 2022, our Board of Trustees approved a common share dividend payment of $0.6375 per share, paid on September 30, 2022 to shareholders of record as of September 26, 2022. In the first nine months of 2022, we paid cash dividends of $643.6 million and issued non-cash dividends of $17.4 million in the form of treasury shares, totaling dividends of $661.0 million. In the first nine months of 2021, we paid cash dividends of $603.6 million and issued non-cash dividends of $17.3 million in the form of treasury shares, totaling dividends of $620.9 million. Eversource issues treasury shares to satisfy awards under the Company's incentive plans, shares issued under the dividend reinvestment and share purchase plan, and matching contributions under the Eversource 401k Plan.

In the first nine months of 2022, CL&P, NSTAR Electric and PSNH paid $219.3 million, $215.7 million, and $78.0 million, respectively, in common stock dividends to Eversource parent.

Investments in Property, Plant and Equipment on the statements of cash flows do not include amounts incurred on capital projects but not yet paid, cost of removal, AFUDC related to equity funds, and the capitalized and deferred portions of pension and PBOP income/expense.  In the first nine months of 2022, investments for Eversource, CL&P, NSTAR Electric, and PSNH were $2.35 billion, $609.0 million, $691.9 million, and $346.3 million, respectively. Capital expenditures were primarily for continuing projects to maintain and improve infrastructure and operations, including enhancing reliability to the transmission and distribution systems.

Contractual Obligations: Our cash requirements from contractual obligations were reported in Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations," of the Eversource 2021 Form 10-K. See Note 9B, "Commitments and Contingencies – Long-Term Contractual Arrangements," to the financial statements for discussion of material changes to our cash requirements from contractual obligations. Other than as described in the footnote, there have been no material changes to our cash requirements from contractual obligations and payment schedules previously disclosed in our 2021 Form 10-K.

Credit Ratings: On September 9, 2022, Moody’s changed NSTAR Electric’s outlook from stable to negative.

Business Development and Capital Expenditures

Our consolidated capital expenditures, including amounts incurred but not paid, cost of removal, AFUDC, and the capitalized and deferred portions of pension and PBOP income/expense (all of which are non-cash factors), totaled $2.52 billion in the first nine months of 2022, compared to $2.29 billion in the first nine months of 2021.  These amounts included $177.3 million and $161.2 million in the first nine months of 2022 and 2021, respectively, related to information technology and facilities upgrades and enhancements, primarily at Eversource Service and The Rocky River Realty Company.

Electric Transmission Business:  Our consolidated electric transmission business capital expenditures increased by $116.5 million in the first nine months of 2022, as compared to the first nine months of 2021.  A summary of electric transmission capital expenditures by company is as follows:  

	For the Nine Months Ended September 30,
(Millions of Dollars)	2022		2021
CL&P	$	284.4	$	242.4
NSTAR Electric	283.0		316.1
PSNH	231.3		123.7
Total Electric Transmission Segment	$	798.7	$	682.2

Our transmission projects are designed to improve the reliability of the electric grid, meet customer demand for power and increases in electrification of municipal infrastructure, strengthen the electric grid's resilience against extreme weather and other safety and security threats, and enable integration of increasing amounts of clean power generation from renewable sources, such as solar, battery storage, and offshore wind. In Connecticut, Massachusetts and New Hampshire, our transmission projects include transmission line upgrades, the installation of new transmission interconnection facilities, transmission substations and lines, and substation enhancements.

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Our transmission projects in Massachusetts include electric transmission upgrades in the greater Boston metropolitan area. Two of these upgrades, the Mystic-Woburn and the Wakefield-Woburn reliability projects, are under construction and are expected to be placed in service by the fourth quarter of 2023. Construction on the last remaining upgrade, the Sudbury-Hudson Reliability Project, is expected to commence in the fourth quarter of 2022. We spent $38.1 million during the first nine months of 2022 and we expect to make additional capital expenditures of approximately $145 million on these remaining transmission upgrades. There are also several transmission projects underway in southeastern Massachusetts, including Cape Cod, required to reinforce the Southeastern Massachusetts transmission system and bring the system into compliance with applicable national and regional reliability standards. We spent $11.1 million during the first nine months of 2022 and we expect to make additional capital expenditures of approximately $120 million on these transmission upgrades.

On June 17, 2022, FERC approved a transmission support agreement between NSTAR Electric and Park City Wind LLC (PCW). The agreement commits NSTAR Electric to construct certain transmission facilities required to interconnect PCW’s future 800 MW offshore wind generation facility to NSTAR Electric’s transmission system. Of the total estimated $196 million project, NSTAR Electric will finance an estimated $152 million and earn a return on those specific investments over a ten-year period once the facility is in operation based on the authorized return that is in effect at the applicable time for regional transmission service under the ISO-NE Open Access Transmission Tariff. The interconnection transmission facilities are currently expected to be in-service in 2026.

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

	For the Nine Months Ended September 30,
(Millions of Dollars)	CL&P		NSTAR Electric		PSNH		Total Electric		Natural Gas		Water		Total
2022
Basic Business	$	186.6	$	118.3	$	40.2	$	345.1	$	135.6	$	9.5	$	490.2
Aging Infrastructure	150.7		159.7		47.1		357.5		378.8		87.4		823.7
Load Growth and Other	39.9		121.8		20.5		182.2		43.2		0.7		226.1
Total Distribution	377.2		399.8		107.8		884.8		557.6		97.6		1,540.0
Solar	—		0.2		—		0.2		—		—		0.2
Total	$	377.2	$	400.0	$	107.8	$	885.0	$	557.6	$	97.6	$	1,540.2
2021
Basic Business	$	160.2	$	111.7	$	39.5	$	311.4	$	140.8	$	11.0	$	463.2
Aging Infrastructure	110.5		162.7		44.3		317.5		358.3		77.7		753.5
Load Growth and Other	51.2		108.5		15.2		174.9		59.0		0.5		234.4
Total Distribution	321.9		382.9		99.0		803.8		558.1		89.2		1,451.1
Solar	—		(0.7)		—		(0.7)		—		—		(0.7)
Total	$	321.9	$	382.2	$	99.0	$	803.1	$	558.1	$	89.2	$	1,450.4

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

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

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

Acquisition of Torrington Water Company: On October 3, 2022, Aquarion acquired The Torrington Water Company (TWC) following the receipt of all required approvals. The acquisition was structured as a stock-for-stock exchange, and Eversource issued 925,264 treasury shares at closing for a purchase price of approximately $72 million. TWC provided regulated water service to approximately 10,100 customers in Connecticut.

Offshore Wind Business: Our offshore wind business includes a 50 percent ownership interest in North East Offshore, which holds PPAs and contracts for the Revolution Wind, South Fork Wind and Sunrise Wind projects, as well as an undeveloped offshore lease area. Our offshore wind projects are being developed and constructed through a joint and equal partnership with Ørsted.

The offshore leases include a 257 square-mile ocean lease off the coasts of Massachusetts and Rhode Island and a separate, adjacent 300-square-mile ocean lease located approximately 25 miles south of the coast of Massachusetts. In aggregate, these ocean lease sites jointly-owned by Eversource and Ørsted could eventually develop at least 4,000 MW of clean, renewable offshore wind energy.

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As of September 30, 2022 and December 31, 2021, Eversource's total equity investment balance in its offshore wind business was $1.82 billion and $1.21 billion, respectively. This equity investment includes capital expenditures for the three projects, as well as capitalized costs related to future development, acquisition costs of offshore lease areas, and capitalized interest.

Strategic Review of Offshore Wind Investments: On May 4, 2022, we announced that we have initiated a strategic review of our offshore wind investment portfolio. As part of that review, we are exploring strategic alternatives that could result in a potential sale of all, or part, of our 50 percent interest in our offshore wind partnership with Ørsted. In late July, we started preliminary and targeted outreach to potential buyers. We continue to work with potential buyers through this ongoing process and expect to complete this review during 2022. If the recommended path forward following the strategic review is a sale of all, or part, of our interest in the partnership, we expect potential proceeds from such transaction would likely be used to support our regulated investments in strengthening, modernizing and decarbonizing our regulated energy and water delivery systems. As the strategic review proceeds, we remain committed to continue providing oversight of the siting and construction of onshore elements of our South Fork Wind, Revolution Wind and Sunrise Wind offshore wind projects.

Contracts, Permitting and Construction of Offshore Wind Projects: The following table provides a summary of the Eversource and Ørsted major projects with announced contracts:

Wind Project	State Servicing	Size (MW)	Term (Years)	Price per MWh	Pricing Terms	Contract Status
Revolution Wind	Rhode Island	400	20	$98.43	Fixed price contract; no price escalation	Approved
Revolution Wind	Connecticut	304	20	$98.43 - $99.50	Fixed price contracts; no price escalation	Approved
South Fork Wind	New York (LIPA)	90	20	$160.33	2 percent average price escalation	Approved
South Fork Wind	New York (LIPA)	40	20	$86.25	2 percent average price escalation	Approved
Sunrise Wind	New York (NYSERDA)	924	25	$110.37 (1)	Fixed price contract; no price escalation	Approved

(1)    Index Offshore Wind Renewable Energy Certificate (OREC) strike price.

Revolution Wind and Sunrise Wind projects are subject to receipt of federal, state and local approvals necessary to construct and operate the projects. The federal permitting process is led by BOEM, and state approvals are required from New York, Rhode Island and Massachusetts. Significant delays in the siting and permitting process resulting from the timeline for obtaining approval from BOEM and the state and local agencies could adversely impact the timing of these projects' in-service dates.

Federal Siting and Permitting Process: The federal siting and permitting process for each of our offshore wind projects commence with the filing of a Construction and Operations Plan (COP) application with BOEM. The first major milestone in the BOEM review process is an issuance of a Notice of Intent (NOI) to complete an Environmental Impact Statement (EIS). BOEM then provides a final review schedule for the project’s COP approval. BOEM conducts environmental and technical reviews of the COP. The EIS assesses the environmental, social, and economic impacts of constructing the project and recommends measures to minimize impacts. The Final EIS will inform BOEM in deciding whether to approve the project or to approve with modifications and BOEM will then issue its Record of Decision. BOEM issues its final approval of the COP following the Record of Decision.

Revolution Wind and Sunrise Wind filed their COP applications with BOEM in March 2020 and September 2020, respectively. On April 30, 2021, Revolution Wind received BOEM’s NOI to prepare an EIS for the review of the COP submitted by Revolution Wind. For Revolution Wind, a final EIS is expected in the second quarter of 2023, the Record of Decision in the third quarter of 2023, and final approval is expected in the fourth quarter of 2023. On September 2, 2022, BOEM released its Draft EIS for the Revolution Wind project, which analyzes the potential environmental impacts of the project and the alternatives to the project to be evaluated as part of the process. Each of the identified alternative configurations had a similar level of environmental impacts, and if an alternative configuration was selected, the Revolution Wind project would still meet the contractual output under its PPA. On August 31, 2021, Sunrise Wind received BOEM’s NOI to prepare an EIS for the review of the COP. For Sunrise Wind, a final EIS and Record of Decision are expected in the third quarter of 2023, and final approval is expected in the fourth quarter of 2023.

South Fork Wind, Revolution Wind and Sunrise Wind are each designated as a “Covered Project” pursuant to Title 41 of the Fixing America’s Surface Transportation Act (FAST41) and a Major Infrastructure Project under Section 3(e) of Executive Order 13807, which provides greater federal attention on meeting the projects’ permitting timelines.

State and Local Siting and Permitting Process: State permitting applications in Rhode Island for Revolution Wind and in New York for Sunrise Wind were filed in December 2020. On July 8, 2022, the Rhode Island Energy Facilities Siting Board issued a Final Decision and Order approving the Revolution Wind project and granting a license to construct and operate. The Sunrise Wind state siting application was deemed complete on July 1, 2021, initiating the formal review process, and Sunrise Wind filed a formal notice of intent to commence settlement negotiations towards a Joint Proposal on August 31, 2021. On September 23, 2022, Sunrise Wind filed the Joint Proposal to the New York State Public Service Commission. Among other things, the Joint Proposal includes proposed mitigation for certain environmental, community and construction impacts associated with constructing the project. The Joint Proposal was signed by the New York Departments of Public Service, Environmental Conservation, Transportation and State as well as the Office of Agriculture and Markets and the Long Island Commercial Fisheries Association.

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Construction Process - South Fork Wind: South Fork Wind received all required approvals to start construction and the project entered the construction phase in early 2022. Onshore activities for the project’s underground onshore transmission line and construction of the onshore interconnection facility located in East Hampton, New York are underway. Offshore activities are expected to begin in the fourth quarter of 2022 with construction of the sea-to-shore conduit system. Other marine construction activities, including the project’s monopile foundations, 11-megawatt wind turbines, cable installation, and offshore substation, are expected to occur in 2023. Construction-related purchase agreements with third-party contractors and materials contracts have largely been secured. South Fork Wind faces several challenges and appeals of New York State and federal agency approvals, however it believes it is probable it will be able to overcome these challenges.

Projected In-Service Dates: We expect the South Fork Wind project to be in-service by the end of 2023. For Revolution Wind and Sunrise Wind, based on the BOEM permit schedule included in each respective NOI outlining when BOEM will complete its review of the COP, we currently expect in-service dates in 2025 for both projects.

Projected Investments: For Revolution Wind and Sunrise Wind, we are preparing our final project designs and advancing the appropriate federal, state, and local siting and permitting processes along with our offshore wind partner, Ørsted. Construction of South Fork Wind is underway. Construction-related purchase agreements with third-party contractors and materials contracts have largely been secured. Subject to advancing our final project designs and federal, state and local permitting processes and construction schedules, we currently expect to make investments in our offshore wind business between $0.9 billion and $1.0 billion in 2022 and expect to make investments for our three projects in total between $3.0 billion and $3.6 billion from 2023 through 2026. These estimates assume that the three projects are completed and are in-service by the end of 2025, as planned. These projected investments could be impacted by the strategic review of our offshore wind investment discussed above.

FERC Regulatory Matters

FERC ROE Complaints: Four separate complaints were filed at the FERC by combinations of New England state attorneys general, state regulatory commissions, consumer advocates, consumer groups, municipal parties and other parties (collectively, the Complainants). In each of the first three complaints, filed on October 1, 2011, December 27, 2012, and July 31, 2014, respectively, the Complainants challenged the NETOs' base ROE of 11.14 percent that had been utilized since 2005 and sought an order to reduce it prospectively from the date of the final FERC order and for the separate 15-month complaint periods. In the fourth complaint, filed April 29, 2016, the Complainants challenged the NETOs' base ROE billed of 10.57 percent and the maximum ROE for transmission incentive (incentive cap) of 11.74 percent, asserting that these ROEs were unjust and unreasonable.

The ROE originally billed during the period October 1, 2011 (beginning of the first complaint period) through October 15, 2014 consisted of a base ROE of 11.14 percent and incentives up to 13.1 percent. On October 16, 2014, FERC issued Opinion No. 531-A and set the base ROE at 10.57 percent and the incentive cap at 11.74 percent for the first complaint period. This was also effective for all prospective billings to customers beginning October 16, 2014. This FERC order was vacated on April 14, 2017 by the U.S. Court of Appeals for the D.C. Circuit (the Court).

All amounts associated with the first complaint period have been refunded. Eversource has recorded a reserve of $39.1 million (pre-tax and excluding interest) for the second complaint period as of both September 30, 2022 and December 31, 2021. This reserve represents the difference between the billed rates during the second complaint period and a 10.57 percent base ROE and 11.74 percent incentive cap. The reserve consisted of $21.4 million for CL&P, $14.6 million for NSTAR Electric and $3.1 million for PSNH as of both September 30, 2022 and December 31, 2021.

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

The FERC order included illustrative calculations for the first complaint using FERC's proposed frameworks with financial data from that complaint. Those illustrative calculations indicated that for the first complaint period, for the NETOs, which FERC concludes are of average financial risk, the preliminary just and reasonable base ROE is 10.41 percent and the preliminary incentive cap on total ROE is 13.08 percent.

If the results of the illustrative calculations were included in a final FERC order for each of the complaint periods, then a 10.41 percent base ROE and a 13.08 percent incentive cap would not have a significant impact on our financial statements for all of the complaint periods. These preliminary calculations are not binding and do not represent what we believe to be the most likely outcome of a final FERC order.

On November 21, 2019, FERC issued Opinion No. 569 affecting the two pending transmission ROE complaints against the Midcontinent ISO (MISO) transmission owners, in which FERC adopted a new methodology for determining base ROEs. Various parties sought rehearing. On December 23, 2019, the NETOs filed supplementary materials in the NETOs' four pending cases to respond to this new methodology because of the uncertainty of the applicability to the NETOs' cases. On May 21, 2020, the FERC issued its order in Opinion No. 569-A on the rehearing of the MISO transmission owners' cases, in which FERC again changed its methodology for determining the MISO transmission owners' base ROEs. On November 19, 2020, the FERC issued Opinion No. 569-B denying rehearing of Opinion No. 569-A and reaffirmed the methodology previously adopted in Opinion No. 569-A. The new methodology differs significantly from the methodology proposed by FERC in its October 16, 2018 order to determine the NETOs' base ROEs in its four pending cases. FERC Opinion Nos 569-A and 569-B were appealed to the Court. On August 9, 2022, the Court issued its decision vacating MISO ROE FERC Opinions 569, 569-A and 569-B and remanded to FERC to reopen the proceedings. The Court found that FERC’s development of the new return methodology was arbitrary and capricious due to FERC’s failure to offer a reasonable explanation for its decision to reintroduce the risk-premium financial model in its new methodology for calculating a just and reasonable return. At

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this time, Eversource cannot predict how and when FERC will address the Court’s findings on the remand of the MISO FERC opinions or any potential associated impact on the NETOs’ four pending ROE complaint cases.

Given the significant uncertainty regarding the applicability of the FERC opinions in the MISO transmission owners' two complaint cases to the NETOs' pending four complaint cases, Eversource concluded that there is no reasonable basis for a change to the reserve or recognized ROEs for any of the complaint periods at this time. As well, Eversource cannot reasonably estimate a range of loss for any of the four complaint proceedings at this time.

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

A change of 10 basis points to the base ROE used to establish the reserves would impact Eversource's after-tax earnings by an average of approximately $3 million for each of the four 15-month complaint periods. Prospectively from the date of a final FERC order implementing a new base ROE, based off of estimated 2022 rate base, a change of 10 basis points to the base ROE would impact Eversource’s future annual after-tax earnings by approximately $5 million per year, and will increase slightly over time as we continue to invest in our transmission infrastructure.

FERC Notice of Inquiry on ROE: On March 21, 2019, FERC issued a Notice of Inquiry (NOI) seeking comments from all stakeholders on FERC's policies for evaluating ROEs for electric public utilities, and interstate natural gas and oil pipelines. On June 26, 2019, the NETOs jointly filed comments supporting the methodology established in the FERC’s October 16, 2018 order with minor enhancements going forward. The NETOs jointly filed reply comments in the FERC ROE NOI on July 26, 2019. On May 12, 2020, the NETOs filed supplemental comments in the NOI ROE docket. At this time, Eversource cannot predict how this proceeding will affect its transmission ROEs.

FERC Notice of Inquiry and Proposed Rulemaking on Transmission Incentives: On March 21, 2019, FERC issued an NOI seeking comments on FERC's policies for implementing electric transmission incentives. On June 26, 2019, Eversource filed comments requesting that FERC retain policies that have been effective in encouraging new transmission investment and remain flexible enough to attract investment in new and emerging transmission technologies. Eversource filed reply comments on August 26, 2019. On March 20, 2020, FERC issued a Notice of Proposed Rulemaking (NOPR) on transmission incentives. The NOPR intends to revise FERC’s electric transmission incentive policies to reflect competing uses of transmission due to generation resource mix, technological innovation and shifts in load patterns. FERC proposes to grant transmission incentives based on measurable project economics and reliability benefits to consumers rather than its current project risks and challenges framework. On July 1, 2020, Eversource filed comments generally supporting the NOPR.

On April 15, 2021, FERC issued a Supplemental NOPR that proposes to eliminate the existing 50 basis point return on equity for utilities that have been participating in a regional transmission organization (RTO ROE incentive) for more than three years. On June 25, 2021, the NETOs jointly filed comments strongly opposing FERC’s proposal. On July 26, 2021, the NETOs filed Supplemental NOPR reply comments responding to various parties advocating for the elimination of the RTO Adder. If FERC issues a final order eliminating the RTO ROE incentive as proposed in the Supplemental NOPR, the estimated annual impact (using 2022 estimated rate base) on Eversource's after-tax earnings is approximately $18 million. The Supplemental NOPR contemplates an effective date 30 days from the final order.

At this time, Eversource cannot predict the ultimate outcome of these proceedings, including possible appellate review, and the resulting impact on its transmission incentives.

Regulatory Developments and Rate Matters

Electric, Natural Gas and Water Utility Base Distribution Rates: The regulated companies’ distribution rates are set by their respective state regulatory commissions, and their tariffs include mechanisms for periodically adjusting their rates for the recovery of specific incurred costs. Other than as described below, for the first nine months of 2022, changes made to the regulated companies’ rates did not have a material impact on their earnings, financial position, or cash flows.  For further information, see "Financial Condition and Business Analysis – Regulatory Developments and Rate Matters" included in Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations," of the Eversource 2021 Form 10-K.

Connecticut:

CL&P Advanced Metering Infrastructure Filing: On July 31, 2020, CL&P submitted to PURA its proposed $512 million Advanced Metering Infrastructure investment and implementation plan. On August 17, 2021, PURA issued a Notice of Request for Amended EDC Advanced Metering Infrastructure Proposal. CL&P submitted an Amended Proposal in response to this request on November 8, 2021 with an updated schedule for the years 2022 through 2028, which included additional information as required by the PURA. As required, the plan includes a full deployment of advanced metering functionality and a composite business case in support of the Advanced Metering Infrastructure plan. The procedural schedule includes briefs that were filed on April 29, 2022, written comments that were filed July 20, 2022, and a technical session on September 14, 2022.

Aquarion Water Company of Connecticut Distribution Rate Case: On August 29, 2022, Aquarion Water Company of Connecticut (AWC-CT) filed an application with PURA to amend its existing rate schedules to address an operating revenue deficiency. AWC-CT’s rate application requested approval of rate increases of $27.5 million, an additional $13.6 million, and an additional $8.8 million, effective March 15, 2023, 2024, and 2025, respectively. A final decision from PURA is expected March 15, 2023.

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Massachusetts:

NSTAR Electric Distribution Rate Case: On January 14, 2022, NSTAR Electric filed an application with the DPU for approval of an $89 million increase in base distribution rates, with new rates anticipated to be effective January 1, 2023. On September 27, 2022, NSTAR Electric updated its requested increase to approximately $93 million. As part of this filing, NSTAR Electric is requesting a renewal of the performance-based ratemaking plan originally authorized in its last rate case for up to a ten-year term, alignment with state electrification policy, storm fund refinements, and Advanced Metering Infrastructure tariff approval. A final decision from the DPU is expected on December 1, 2022.

NSTAR Electric Grid Modernization and Advanced Metering Infrastructure Filing: On July 1, 2021, NSTAR Electric submitted for DPU approval its four-year $198.8 million Grid Modernization Plan for the years 2022 through 2025 and proposed $620 million Advanced Metering Infrastructure investment and implementation plan (including program operating costs) for the years 2022 through 2028. As required, the plan includes a ten-year vision, five-year strategic plan, including a full deployment of advanced metering functionality, separate four-year grid-facing and customer-facing short-term investment plans, and a composite business case in support of the Advanced Metering Infrastructure plan. On October 7, 2022, the DPU issued an order approving the continuing investments from the initial 2018 to 2021 plan that were included in the 2022 to 2025 Grid Modernization Plan. The DPU established a preauthorized total budget cap of $162.6 million over the four-year plan period, with targeted cost recovery through NSTAR Electric’s annual grid modernization factor filings. NSTAR Electric expects DPU guidance for the new grid modernization investments and the Advanced Metering Infrastructure implementation plan in the fourth quarter of 2022. For Advanced Metering Infrastructure investments, additional guidance on the cost recovery mechanism is expected as part of the NSTAR Electric base distribution rate case by December 1, 2022.

NSTAR Gas Distribution Rates: As part of an inflation-based mechanism, NSTAR Gas submitted its second annual Performance Based Rate Adjustment filing on September 15, 2022 and on October 31, 2022, the DPU approved a $21.7 million increase to base distribution rates for effect on November 1, 2022. The increase is inclusive of a $4.5 million permanent increase related to exogenous property taxes and a $5.4 million increase related to an October 6, 2021 mitigation plan filing that delayed recovery of a portion of a base distribution rate increase originally scheduled to take effect November 1, 2021. The DPU also approved the recovery of historical exogenous property taxes incurred from November 1, 2020 through October 31, 2022 of $8.2 million over a two-year period through a separate tracking mechanism for effect on November 1, 2022.

EGMA Distribution Rates: As established in an October 7, 2020 EGMA Rate Settlement Agreement approved by the DPU, on September 16, 2022 EGMA filed for its second base distribution rate increase and on October 31, 2022, the DPU approved a $6.7 million increase to base distribution rates and a $3.3 million increase to the Tax Act Credit Factor for effect on November 1, 2022. The DPU also approved the recovery of historical exogenous property taxes incurred from November 1, 2020 through October 31, 2022 of $8.6 million over a two-year period through a separate tracking mechanism for effect on November 1, 2022. EGMA will request recovery of incremental property taxes incurred after October 31, 2022 in future exogenous filings.

New Hampshire:

PSNH Distribution Rates: In connection with an October 9, 2020 settlement agreement, PSNH was permitted three step increases to reflect qualifying plant additions in calendar years 2019, 2020 and 2021. The first two step adjustments had effective dates of January 1, 2021 and August 1, 2021, respectively. On October 20, 2022, the NHPUC approved the third step adjustment for 2021 plant in service to recover a revenue requirement of $8.9 million, with rates effective November 1, 2022.

Legislative:

Massachusetts: On August 11, 2022, Governor Baker signed into law climate-related legislation which, among other things, affirms the state’s commitment to contract for 5,600 MW of offshore wind by June 30, 2027, modifies the bidding process to encourage more competition among offshore wind developers, and provides incentives to increase the manufacturing and assembly of offshore wind components in Massachusetts. The law also provides incentives to encourage the sale and leasing of electric vehicles, promotes energy storage and electrification technologies, directs electric companies to develop grid modernization plans to upgrade distribution and transmission facilities, and initiates a pilot program that would allow up to ten communities in the state to restrict fossil fuel use in new buildings. Additionally, for long-term contracts that are approved by the DPU between developers of offshore wind generation and the contracting electric distribution company, the law provides for an annual remuneration for the distribution company equal to 2.25 per cent of the annual payments under the contract to compensate the distribution company for accepting the financial obligation of the long-term contract.

Federal: On August 16, 2022, the Inflation Reduction Act of 2022 (IRA) was signed into law. This is a broad package of legislation that includes incentives and support for clean energy resource development. Most notable for Eversource, the investment tax credit (ITC) on offshore wind projects increases from 30 percent to 40 percent if certain requirements for labor and domestic content are met. The act also re-establishes the production tax credit for solar and wind energy projects, gives increased credit for projects in certain communities, and sets credits for qualifying clean energy generation and energy storage projects. The tax provisions of the IRA provide additional incentives for offshore wind projects and could reduce retail electricity costs for our customers related to those clean energy investments. The IRA includes other tax provisions focused on implementing a 15 percent minimum tax on adjusted financial statement income and a 1 percent excise tax on corporate share repurchases. The Department of Treasury is expected to issue Treasury Regulations and additional guidance with respect to the application of the newly enacted IRA provisions. We will continue to monitor and evaluate impacts on our consolidated financial statements and we currently do not expect the alternative minimum tax change to have a material impact on our earnings, financial condition or cash flows.

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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 discusses with the Audit Committee of our Board of Trustees significant matters relating to critical accounting policies.  Our critical accounting policies that we believed were the most critical in nature were reported in the Eversource 2021 Form 10-K.  There have been no material changes with regard to these critical accounting policies.

Other Matters

Web Site:  Additional financial information is available through our website at www.eversource.com.  We make available through our website a link to the SEC's EDGAR website (http://www.sec.gov/edgar/searchedgar/companysearch.html), at which site Eversource's, CL&P's, NSTAR Electric's and PSNH's combined Annual Reports on Form 10-K, combined Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports may be reviewed.  Information contained on the Company's website or that can be accessed through the website is not incorporated into and does not constitute a part of this combined Quarterly Report on Form 10-Q.

RESULTS OF OPERATIONS – EVERSOURCE ENERGY AND SUBSIDIARIES

The following provides the amounts and variances in operating revenues and expense line items in the statements of income for Eversource for the three and nine months ended September 30, 2022 and 2021 included in this combined Quarterly Report on Form 10-Q:  

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(Millions of Dollars)	2022		2021		Increase		2022		2021		Increase
Operating Revenues	$	3,215.6	$	2,432.8	$	782.8	$	9,259.6	$	7,381.2	$	1,878.4
Operating Expenses:
Purchased Power, Fuel and Transmission	1,388.0		880.6		507.4		3,718.3		2,529.2		1,189.1
Operations and Maintenance	454.3		389.1		65.2		1,378.9		1,265.8		113.1
Depreciation	302.1		276.8		25.3		885.7		822.2		63.5
Amortization	111.3		45.2		66.1		418.6		158.9		259.7
Energy Efficiency Programs	162.5		143.8		18.7		498.7		460.8		37.9
Taxes Other Than Income Taxes	240.1		213.9		26.2		683.5		623.8		59.7
Total Operating Expenses	2,658.3		1,949.4		708.9		7,583.7		5,860.7		1,723.0
Operating Income	557.3		483.4		73.9		1,675.9		1,520.5		155.4
Interest Expense	178.1		148.0		30.1		491.6		431.2		60.4
Other Income, Net	89.8		43.8		46.0		255.3		124.6		130.7
Income Before Income Tax Expense	469.0		379.2		89.8		1,439.6		1,213.9		225.7
Income Tax Expense	117.7		94.1		23.6		349.3		294.5		54.8
Net Income	351.3		285.1		66.2		1,090.3		919.4		170.9
Net Income Attributable to Noncontrolling Interests	1.9		1.9		—		5.6		5.6		—
Net Income Attributable to Common Shareholders	$	349.4	$	283.2	$	66.2	$	1,084.7	$	913.8	$	170.9

Operating Revenues

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

	Electric				Firm Natural Gas				Water
	Sales Volumes (GWh)		Percentage Increase		Sales Volumes (MMcf)		Percentage (Decrease)/Increase		Sales Volumes (MG)		Percentage Increase
Three Months Ended September 30:	2022	2021			2022	2021			2022	2021
Traditional	2,140	2,097	2.1	%	—	—	—	%	596	397	50.1	%
Decoupled and Special Contracts (1)	12,545	12,197	2.9	%	15,751	16,545	(4.8)	%	8,379	6,856	22.2	%
Total Sales Volumes	14,685	14,294	2.7	%	15,751	16,545	(4.8)	%	8,975	7,253	23.7	%
Nine Months Ended September 30:
Traditional	5,927	5,901	0.4	%	—	—	—	%	1,227	967	26.9	%
Decoupled and Special Contracts (1)	33,358	33,071	0.9	%	109,163	107,337	1.7	%	17,965	16,863	6.5	%
Total Sales Volumes	39,285	38,972	0.8	%	109,163	107,337	1.7	%	19,192	17,830	7.6	%

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

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

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

Operating Revenues: Operating Revenues by segment increased for the three and nine months ended September 30, 2022, as compared to the same periods in 2021, as follows:

(Millions of Dollars)	Three Months Ended		Nine Months Ended
Electric Distribution	$	739.9	$	1,553.7
Natural Gas Distribution	40.1		291.6
Electric Transmission	50.5		131.5
Water Distribution	3.3		7.2
Other	17.4		63.6
Eliminations	(68.4)		(169.2)
Total Operating Revenues	$	782.8	$	1,878.4

Electric and Natural Gas (excluding EGMA) Distribution Revenues:

Base Distribution Revenues:

•Base electric distribution revenues increased $9.0 million and $37.4 million for the three and nine months ended September 30, 2022, as compared to the same periods in 2021, due primarily to the impact of base distribution rate increases at NSTAR Electric effective January 1, 2022 resulting from its annual Performance Based Rate Adjustment filing and at PSNH effective August 1, 2021 to reflect plant additions in calendar year 2020 included in its revenue requirement.

•Base natural gas distribution revenues (excluding EGMA) increased $1.7 million and $15.2 million for the three and nine months ended September 30, 2022, as compared to the same periods in 2021, due primarily to a base distribution rate increase at NSTAR Gas effective November 1, 2021.

Electric distribution revenues at CL&P also increased $93.4 million for the three and nine months ended September 30, 2022, as compared to the same periods in 2021, due to the absence of a 2021 reserve established to provide bill credits to customers as a result of CL&P’s settlement agreement on October 1, 2021 and a storm performance penalty assessed by PURA. In the 2021 settlement agreement, CL&P agreed to provide a total of $65 million of customer credits, which were distributed based on customer sales over a two-month period from December 1, 2021 to January 31, 2022. Additionally, CL&P recorded a $28.4 million reserve in the first quarter of 2021 for a civil penalty for non-compliance with storm performance standards that was provided as credits to customers on electric bills beginning on September 1, 2021 over a one-year period. The penalty was reclassified from Operations and Maintenance expense to a reduction of Operating Revenues in the third quarter of 2021 in connection with the finalization of the settlement agreement.

Tracked Distribution Revenues: Tracked distribution revenues consist of certain costs that are recovered from customers in retail rates through regulatory commission-approved cost tracking mechanisms and therefore, recovery of these costs has no impact on earnings.  Revenues from certain of these cost tracking mechanisms also include certain incentives earned, return on capital tracking mechanisms, and carrying charges that are billed in rates to customers, which do impact earnings. Costs recovered through cost tracking mechanisms include, among others, energy supply and natural gas supply procurement and other energy-related costs, electric retail transmission charges, energy efficiency program costs, electric restructuring and stranded cost recovery revenues (including securitized RRB charges), certain capital tracking mechanisms for infrastructure improvements, and additionally for the Massachusetts utilities, pension and PBOP benefits, net metering for distributed generation, and solar-related programs. Tracked revenues also include wholesale market sales transactions, such as sales of energy and energy-related products into the ISO-NE wholesale electricity market, sales of natural gas to third party marketers, and the sale of RECs to various counterparties.

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Tracked distribution revenues increased/(decreased) for the three and nine months ended September 30, 2022, as compared to the same periods in 2021, due primarily to the following:

	Electric Distribution				Natural Gas Distribution
(Millions of Dollars)	Three Months Ended		Nine Months Ended		Three Months Ended		Nine Months Ended
Retail Tariff Tracked Revenues:
Energy supply procurement	$	390.8	$	702.7	$	22.2	$	91.0
Retail transmission	65.3		224.0		—		—
Energy Efficiency	27.8		37.9		(0.9)		(6.1)
Stranded costs	(15.3)		(59.9)		—		—
Other distribution tracking mechanisms	(2.2)		19.5		5.4		21.2
Wholesale Market Sales Revenue	183.3		515.1		7.0		20.7

The increase in energy supply procurement within electric distribution for the three months ended September 30, 2022, as compared to the same period in 2021, was driven primarily by higher average prices and higher average supply-related sales volumes. The increase in energy supply procurement within electric distribution for the nine months ended September 30, 2022, as compared to the same period in 2021, was driven primarily by higher average prices, partially offset by lower average supply-related volumes. The increase in energy supply procurement within natural gas distribution for the three and nine months ended September 30, 2022, as compared to the same periods in 2021, was driven primarily by higher average prices and higher average supply-related sales volumes.

Fluctuations in retail transmission revenues are driven by the recovery of the costs of our wholesale transmission business, such as those billed by ISO-NE and Local and Regional Network Service charges. For further information, see "Purchased Power, Fuel and Transmission Expense" below.

The increase in electric distribution wholesale market sales revenue for the three and nine months ended September 30, 2022, as compared to the same periods in 2021, was due primarily to higher average electricity market prices received for wholesale sales at CL&P, NSTAR Electric and PSNH. ISO-NE average market prices received for CL&P’s wholesale sales increased approximately 91 and 116 percent for the three and nine months ended September 30, 2022, as compared to the same periods in 2021, driven primarily by higher natural gas prices in New England. The increase in both periods was also due to higher wholesale sales at CL&P resulting from the sale of output generated by the Seabrook PPA beginning in the first quarter of 2022. Volumes sold into the market were primarily from the sale of output generated by the Millstone PPA and Seabrook PPA that CL&P entered into in 2019, as required by regulation. CL&P sells the energy purchased from Millstone and Seabrook into the wholesale market and uses the proceeds from the energy sales to offset the contract costs. The net sales or net cost amount is refunded to, or recovered from, customers in the non-bypassable component of the FMCC rate. The increase in electric distribution wholesale market sales revenues in both periods was also driven by higher proceeds from the sale of transmission rights over a one year period under CL&P’s, NSTAR Electric’s and PSNH’s Hydro-Quebec transmission support agreements. Proceeds from these sales are credited back to customers.

EGMA Natural Gas Distribution Revenues: EGMA total operating revenues at the natural gas distribution segment increased by $5.5 million and $149.0 million for the three and nine months ended September 30, 2022, as compared to the same periods in 2021. Included in the total operating revenues increase was EGMA’s base natural gas distribution revenues increase of $0.9 million and $23.1 million for the three and nine months ended September 30, 2022, as compared to the same periods in 2021, due primarily to a base distribution rate increase effective November 1, 2021.

Electric Transmission Revenues:  Electric transmission revenues increased $50.5 million and $131.5 million for the three and nine months ended September 30, 2022, as compared to the same periods in 2021, due primarily to a higher transmission rate base as a result of our continued investment in our transmission infrastructure.

Other Revenues and Eliminations: Other revenues primarily include the revenues of Eversource's service company, most of which are eliminated in consolidation. Eliminations are also primarily related to the Eversource electric transmission revenues that are derived from ISO-NE regional transmission charges to the distribution businesses of CL&P, NSTAR Electric and PSNH that recover the costs of the wholesale transmission business in rates charged to their customers.

Purchased Power, Fuel and Transmission expense includes costs associated with purchasing electricity and natural gas on behalf of our customers and the cost of energy purchase contracts, as required by regulation.  These electric and natural gas supply costs and other energy-related costs are recovered from customers in rates through commission-approved cost tracking mechanisms, which have no impact on earnings (tracked costs).  Purchased Power, Fuel and Transmission expense increased for the three and nine months ended September 30, 2022, as compared to the same periods in 2021, due primarily to the following:

(Millions of Dollars)	Three Months Ended		Nine Months Ended
Purchased Power Costs	$	446.9	$	832.3
Natural Gas Costs	34.5		214.8
Transmission Costs	75.9		242.7
Eliminations	(49.9)		(100.7)
Total Purchased Power, Fuel and Transmission	$	507.4	$	1,189.1

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The increase in purchased power expense at the electric distribution business for the three months ended September 30, 2022, as compared to the same period in 2021, was driven primarily by higher energy supply procurement costs resulting from higher average prices and higher average supply-related sales volumes. The increase in purchased power expense at the electric distribution business for the nine months ended September 30, 2022, as compared to the same period in 2021, was driven primarily by higher energy supply procurement costs resulting from higher average prices, partially offset by lower average supply-related sales volumes. The increase in both periods was also due to higher long-term contractual energy-related costs that are recovered in the non-bypassable component of the FMCC mechanism at CL&P and higher net metering costs at NSTAR Electric and CL&P.

The increase in costs at the natural gas distribution segment for the three and nine months ended September 30, 2022, as compared to the same periods in 2021, was due primarily to higher average prices and higher average supply-related sales volumes.

The increase in transmission costs for the three months ended September 30, 2022, as compared to the same period in 2021, was primarily the result of an increase resulting from the retail transmission cost deferral, which reflects the actual cost of transmission service compared to estimated amounts billed to customers and an increase in Local Network Service charges, which reflect the cost of transmission service provided by Eversource over our local transmission network. This was partially offset by a decrease in costs billed by ISO-NE that support regional grid investments. The increase in transmission costs for the nine months ended September 30, 2022, as compared to the same period in 2021, was primarily the result of an increase resulting from the retail transmission cost deferral, which was partially offset by a decrease in Local Network Service charges.

Operations and Maintenance expense includes tracked costs and costs that are part of base electric, natural gas and water distribution rates with changes impacting earnings (non-tracked costs).  Operations and Maintenance expense increased for the three and nine months ended September 30, 2022, as compared to the same periods in 2021, due primarily to the following:

(Millions of Dollars)	Three Months Ended		Nine Months Ended
Base Electric Distribution (Non-Tracked Costs):
Absence in 2022 of CL&P charge for Tropical Storm Isaias response in 2021 that was reflected as reduction to Operating Revenues in the third quarter of 2021 in connection with the finalization of the settlement agreement	$	28.4	$	—
General costs (including outside corporate services, insurance, fees and assessments)	14.2		23.6
Shared corporate costs (including computer software depreciation at Eversource Service)	8.7		18.6
Storm costs	5.1		9.6
Operations-related expenses (including vegetation management, outside services and vehicles)	5.6		5.7
Absence in 2022 of CL&P charge to fund various customer assistance initiatives associated with   the settlement agreement on October 1, 2021	(10.0)		(10.0)
Other non-tracked operations and maintenance	1.2		5.6
Total Base Electric Distribution (Non-Tracked Costs)	53.2		53.1
Tracked Electric Costs (Electric Distribution and Electric Transmission) - Increases due primarily to   higher transmission expenses	29.3		68.6
Natural Gas Distribution:
Base (Non-Tracked Costs) - Increases due primarily to higher employee-related expenses and   higher shared corporate costs	4.1		22.2
Tracked Costs	3.4		11.0
Total Natural Gas Distribution	7.5		33.2
Water Distribution	2.2		4.9
Parent and Other Companies and eliminations:
Eversource Parent and Other Companies - other operations and maintenance	(6.2)		22.4
Transaction and Transition Costs	(3.0)		(6.0)
Eliminations	(17.8)		(63.1)
Total Operations and Maintenance	$	65.2	$	113.1

Depreciation expense increased for the three and nine months ended September 30, 2022, as compared to the same periods in 2021, due to higher utility plant in service balances.

Amortization expense includes the deferral of energy supply, energy-related costs and other costs that are included in certain regulatory commission-approved cost tracking mechanisms. This deferral adjusts expense to match the corresponding revenues compared to the actual costs incurred. Energy supply and energy-related costs are recovered from customers in rates and have no impact on earnings. Amortization expense also includes the amortization of certain costs as those costs are collected in rates.

Amortization increased for the three and nine months ended September 30, 2022, as compared to the same periods in 2021, due primarily to the deferral adjustment of energy supply, energy-related and other tracked costs at CL&P (included in the non-bypassable component of the FMCC mechanism) and NSTAR Electric, which can fluctuate from period to period based on the timing of costs incurred and related rate changes to recover these costs. For the nine month period, the increase was partially offset by a decrease in storm amortization expense at CL&P related to the completion of the amortization period of certain storm costs deferred assets.

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Energy Efficiency Programs expense increased for the three and nine months ended September 30, 2022, as compared to the same periods in 2021, due primarily to the deferral adjustment, which reflects the actual costs of energy efficiency programs compared to the amounts billed to customers, and the timing of the recovery of energy efficiency costs. The costs for the majority of the state energy policy initiatives and expanded energy efficiency programs are recovered from customers in rates and have no impact on earnings.

Taxes Other Than Income Taxes expense increased for the three and nine months ended September 30, 2022, as compared to the same periods in 2021, due primarily to an increase in property taxes as a result of higher utility plant balances and higher Connecticut gross earnings taxes.

Interest Expense increased for the three and nine months ended September 30, 2022, as compared to the same periods in 2021, due primarily to an increase in interest on long-term debt as a result of new debt issuances ($36.1 million and $64.6 million, respectively) and higher amortization of debt discounts and premiums, net ($1.5 million and $2.0 million, respectively). Additionally, Interest Expense increased for the nine month period as a result of an increase in interest on short-term notes payable ($3.7 million), and an increase in interest expense on regulatory deferrals ($2.7 million). These increases in interest expense were partially offset by an increase in capitalized AFUDC related to debt funds and other capitalized interest ($6.2 million and $8.8 million, respectively), lower interest resulting from the 2022 payment of withheld property taxes at NSTAR Electric ($1.8 million and $2.9 million, respectively), and a decrease in RRB interest expense ($0.3 million and $1.0 million, respectively).

Other Income, Net increased for the three and nine months ended September 30, 2022, as compared to the same periods in 2021, due primarily to an increase related to pension, SERP and PBOP non-service income components ($33.6 million and $100.6 million, respectively), an increase in interest income primarily from regulatory deferrals ($6.8 million and $13.1 million, respectively), a gain on the sale of property ($2.5 million and $2.6 million, respectively), an increase in capitalized AFUDC related to equity funds ($2.3 million and $5.0 million, respectively), and higher investment income driven by market volatility ($1.9 million and $1.7 million, respectively). Additionally, Other Income, Net increased for the nine month period as a result of an increase in equity in earnings related to Eversource's equity method investments ($7.5 million), and decreased for the three month period as a result of a decrease in equity in earnings related to Eversource’s equity method investments ($1.1 million).

Income Tax Expense increased for the three months ended September 30, 2022, as compared to the same period in 2021, due primarily to higher pre-tax earnings ($18.9 million), higher state taxes ($0.6 million), and an increase in return to provision adjustments ($11.2 million), partially offset by an increase in amortization of EDIT ($3.5 million) and a decrease in items that impact our tax rate as a result of regulatory treatment (flow-through items) and permanent differences ($3.6 million).

Income Tax Expense increased for the nine months ended September 30, 2022, as compared to the same period in 2021, due primarily to higher pre-tax earnings ($47.4 million), higher state taxes ($6.6 million), lower share-based payment excess tax benefits ($1.9 million), and an increase in return to provision adjustments ($11.2 million), partially offset by an increase in amortization of EDIT ($10.1 million) and a decrease in items that impact our tax rate as a result of regulatory treatment (flow-through items) and permanent differences ($2.2 million).

RESULTS OF OPERATIONS –

THE CONNECTICUT LIGHT AND POWER COMPANY

NSTAR ELECTRIC COMPANY AND SUBSIDIARY

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES

The following provides the amounts and variances in operating revenues and expense line items in the statements of income for CL&P, NSTAR Electric and PSNH for the nine months ended September 30, 2022 and 2021 included in this combined Quarterly Report on Form 10-Q:

	For the Nine Months Ended September 30,
	CL&P						NSTAR Electric						PSNH
(Millions of Dollars)	2022		2021		Increase		2022		2021		Increase/ (Decrease)		2022		2021		Increase/ (Decrease)
Operating Revenues	$	3,690.6	$	2,736.5	$	954.1	$	2,752.3	$	2,343.1	$	409.2	$	1,077.1	$	887.2	$	189.9
Operating Expenses:
Purchased Power and Transmission	1,585.5		1,073.7		511.8		971.8		711.7		260.1		452.0		279.5		172.5
Operations and Maintenance	515.9		465.6		50.3		475.7		421.6		54.1		194.1		168.2		25.9
Depreciation	265.0		253.1		11.9		269.9		251.5		18.4		95.0		89.5		5.5
Amortization of Regulatory Assets, Net	318.3		76.6		241.7		65.3		24.0		41.3		43.4		62.7		(19.3)
Energy Efficiency Programs	103.1		100.8		2.3		255.2		226.1		29.1		28.7		30.5		(1.8)
Taxes Other Than Income Taxes	290.5		275.3		15.2		185.8		163.5		22.3		73.4		69.7		3.7
Total Operating Expenses	3,078.3		2,245.1		833.2		2,223.7		1,798.4		425.3		886.6		700.1		186.5
Operating Income	612.3		491.4		120.9		528.6		544.7		(16.1)		190.5		187.1		3.4
Interest Expense	125.2		124.4		0.8		119.0		106.7		12.3		43.4		42.7		0.7
Other Income, Net	61.3		21.7		39.6		101.4		58.9		42.5		23.4		11.6		11.8
Income Before Income Tax Expense	548.4		388.7		159.7		511.0		496.9		14.1		170.5		156.0		14.5
Income Tax Expense	126.3		104.6		21.7		110.7		114.6		(3.9)		36.4		32.5		3.9
Net Income	$	422.1	$	284.1	$	138.0	$	400.3	$	382.3	$	18.0	$	134.1	$	123.5	$	10.6

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Operating Revenues

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

	For the Nine Months Ended September 30,
	2022	2021	Percentage Increase
CL&P	15,781	15,728	0.3	%
NSTAR Electric	17,577	17,343	1.3	%
PSNH	5,927	5,901	0.4	%

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

Operating Revenues: Operating Revenues, which consist of base distribution revenues and tracked revenues further described below, increased $954.1 million at CL&P, $409.2 million at NSTAR Electric, and $189.9 million at PSNH, for the nine months ended September 30, 2022, as compared to the same period in 2021.

Base Distribution Revenues:

•CL&P's distribution revenues increased $0.4 million.

•NSTAR Electric's distribution revenues increased $31.6 million due primarily to the impact of its base distribution rate increase effective January 1, 2022 resulting from its annual Performance Based Rate Adjustment filing.

•PSNH's distribution revenues increased $5.4 million due primarily to the impact of its base distribution rate increase effective August 1, 2021 to reflect plant additions in calendar year 2020 included in its revenue requirement.

Electric distribution revenues at CL&P also increased $93.4 million for the nine months ended September 30, 2022, as compared to the same period in 2021, due to the absence of a 2021 reserve established to provide bill credits to customers as a result of CL&P’s settlement agreement on October 1, 2021 and a storm performance penalty assessed by PURA. In the 2021 settlement agreement, CL&P agreed to provide a total of $65 million of customer credits, which were distributed based on customer sales over a two-month period from December 1, 2021 to January 31, 2022. Additionally, CL&P recorded a $28.4 million reserve in the first quarter of 2021 for a civil penalty for non-compliance with storm performance standards that was provided as credits to customers on electric bills beginning on September 1, 2021 over a one-year period. The penalty was reclassified from Operations and Maintenance expense to a reduction of Operating Revenues in the third quarter of 2021 in connection with the finalization of the settlement agreement.

Tracked Revenues: Tracked distribution revenues consist of certain costs that are recovered from customers in retail rates through regulatory commission-approved cost tracking mechanisms and therefore, recovery of these costs has no impact on earnings.  Revenues from certain of these cost tracking mechanisms also include certain incentives earned, return on capital tracking mechanisms, and carrying charges that are billed in rates to customers, which do impact earnings. Costs recovered through cost tracking mechanisms include, among others, energy supply procurement and other energy-related costs, retail transmission charges, energy efficiency program costs, electric restructuring and stranded cost recovery revenues (including securitized RRB charges), certain capital tracking mechanisms for infrastructure improvements, and additionally for NSTAR Electric, pension and PBOP benefits, net metering for distributed generation, and solar-related programs. Tracked revenues also include wholesale market sales transactions, such as sales of energy and energy-related products into the ISO-NE wholesale electricity market and the sale of RECs to various counterparties.

Tracked revenues increased/(decreased) for the nine months ended September 30, 2022, as compared to the same period in 2021, due primarily to the following:

(Millions of Dollars)	CL&P		NSTAR Electric		PSNH
Retail Tariff Tracked Revenues:
Energy supply procurement	$	397.3	$	117.0	$	188.4
Retail transmission	94.8		135.3		(6.1)
Energy Efficiency	4.8		31.0		2.1
Stranded costs	(2.7)		(11.7)		(45.5)
Other distribution tracking mechanisms	1.0		19.5		(1.0)
Wholesale Market Sales Revenue	378.2		98.4		38.5

The increase in energy supply procurement at CL&P and NSTAR Electric was driven primarily by higher average prices, partially offset by lower average supply-related sales volumes. The increase in energy supply procurement at PSNH was driven primarily by higher average prices and higher average supply-related sales volumes.

Fluctuations in retail transmission revenues are driven by the recovery of the costs of our wholesale transmission business, such as those billed by ISO-NE and Local and Regional Network Service charges. For further information, see "Purchased Power and Transmission Expense" below.

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The increase in wholesale market sales revenue was due primarily to higher average electricity market prices received for wholesale sales at CL&P, NSTAR Electric and PSNH. ISO-NE average market prices received for CL&P’s wholesale sales increased approximately 116 percent for the nine months ended September 30, 2022, as compared to the same period in 2021, driven primarily by higher natural gas prices in New England. The increase was also due to higher wholesale sales at CL&P resulting from the sale of output generated by the Seabrook PPA beginning in the first quarter of 2022. Volumes sold into the market were primarily from the sale of output generated by the Millstone PPA and Seabrook PPA that CL&P entered into in 2019, as required by regulation. CL&P sells the energy purchased from Millstone and Seabrook into the wholesale market and uses the proceeds from the energy sales to offset the contract costs. The net sales or net cost amount is refunded to, or recovered from, customers in the non-bypassable component of the FMCC rate. The increase in wholesale market sales revenues at CL&P, NSTAR Electric and PSNH was also driven by higher proceeds from the sale of transmission rights over a one year period under CL&P’s, NSTAR Electric’s and PSNH’s Hydro-Quebec transmission support agreements. Proceeds from these sales are credited back to customers.

Transmission Revenues: Transmission revenues increased $49.3 million at CL&P, $50.4 million at NSTAR Electric, and $31.8 million at PSNH for the nine months ended September 30, 2022, as compared to the same period in 2021, due primarily to a higher transmission rate base as a result of our continued investment in our transmission infrastructure.

Eliminations: Eliminations are primarily related to the Eversource electric transmission revenues that are derived from ISO-NE regional transmission charges to the distribution businesses of CL&P, NSTAR Electric and PSNH that recover the costs of the wholesale transmission business in rates charged to their customers. The impact of eliminations decreased revenues by $55.6 million at CL&P, $58.4 million at NSTAR Electric and $18.6 million at PSNH for the nine months ended September 30, 2022, as compared to the same period in 2021.

Purchased Power and Transmission expense includes costs associated with purchasing electricity on behalf of CL&P, NSTAR Electric and PSNH's customers and the cost of energy purchase contracts, as required by regulation.  These energy supply and other energy-related costs are recovered from customers in rates through commission-approved cost tracking mechanisms, which have no impact on earnings (tracked costs). Purchased Power and Transmission expense increased for the nine months ended September 30, 2022, as compared to the same period in 2021, due primarily to the following:

(Millions of Dollars)	CL&P		NSTAR Electric		PSNH
Purchased Power Costs	$	461.8	$	182.8	$	187.2
Transmission Costs	103.3		135.6		3.8
Eliminations	(53.3)		(58.3)		(18.5)
Total Purchased Power and Transmission	$	511.8	$	260.1	$	172.5

Purchased Power Costs: Included in purchased power costs are the costs associated with providing electric generation service supply to all customers who have not migrated to third party suppliers and the cost of energy purchase contracts, as required by regulation.

•The increase at CL&P was due primarily to higher energy supply procurement costs resulting from higher average prices, partially offset by lower average supply-related volumes. The increase was also due to higher long-term contractual energy-related costs and higher net metering costs that are recovered in the non-bypassable component of the FMCC mechanism.

•The increase at NSTAR Electric was due primarily to higher energy supply procurement costs resulting from higher average prices, partially offset by lower average supply-related sales volumes. The increase was also due to higher net metering costs.

•The increase at PSNH was due primarily to higher energy supply procurement costs resulting from higher average prices and higher average supply-related sales volumes.

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

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

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Operations and Maintenance expense includes tracked costs and costs that are part of base distribution rates with changes impacting earnings (non-tracked costs).  Operations and Maintenance expense increased for the nine months ended September 30, 2022, as compared to the same period in 2021, due primarily to the following:

(Millions of Dollars)	CL&P		NSTAR Electric		PSNH
Base Electric Distribution (Non-Tracked Costs):
General costs (including outside corporate services, insurance, fees and assessments)	$	11.1	$	8.4	$	4.1
Shared corporate costs (including computer software depreciation at Eversource Service)	6.5		9.8		2.3
Storm costs	6.6		(2.8)		5.8
Operations-related expenses (including vegetation management, outside services and vehicles)	5.6		(1.2)		1.3
Employee-related expenses, including labor and benefits	5.3		1.7		2.8
Absence in 2022 of CL&P charge to fund various customer assistance initiatives associated with   the settlement agreement on October 1, 2021	(10.0)		—		—
Other non-tracked operations and maintenance	(0.1)		5.2		(0.7)
Total Base Electric Distribution (Non-Tracked Costs)	25.0		21.1		15.6
Tracked Costs:
Transmission expenses	17.7		7.2		8.8
Other tracked operations and maintenance	7.6		25.8		1.5
Total Tracked Costs	25.3		33.0		10.3
Total Operations and Maintenance	$	50.3	$	54.1	$	25.9

Depreciation increased for the nine months ended September 30, 2022, as compared to the same period in 2021, for CL&P, NSTAR Electric and PSNH due to higher net plant in service balances.

Amortization of Regulatory Assets, Net expense includes the deferral of energy supply, energy-related costs and other costs that are included in certain regulatory-approved cost tracking mechanisms. This deferral adjusts expense to match the corresponding revenues compared to the actual costs incurred. Energy supply and energy-related costs are recovered from customers in rates and have no impact on earnings. Amortization expense also includes the amortization of certain costs as those costs are collected in rates. Amortization of Regulatory Assets, Net increased/decreased for the nine months ended September 30, 2022, as compared to the same period in 2021, due primarily to the following:

•The increase at CL&P was due primarily to the deferral adjustment of energy supply, energy-related and other tracked costs that are included in the non-bypassable component of the FMCC mechanism, which can fluctuate from period to period based on the timing of costs incurred and related rate changes to recover these costs. The increase was partially offset by a decrease in storm amortization expense related to the completion of the amortization period of certain storm cost deferred assets.

•The increase at NSTAR Electric was due to the deferral adjustment of energy supply, energy-related and other tracked costs.

•The decrease at PSNH was due to the deferral adjustment of energy-related and other tracked costs.

Energy Efficiency Programs expense includes costs of various state energy policy initiatives and expanded energy efficiency programs that are recovered from customers in rates, most of which have no impact on earnings. Energy Efficiency Programs expense increased/decreased for the nine months ended September 30, 2022, as compared to the same period in 2021, due primarily to the following:

•The increase at CL&P and NSTAR Electric was due to the deferral adjustment, which reflects actual costs of energy efficiency programs compared to the estimated amounts billed to customers, and the timing of the recovery of energy efficiency costs.

•The decrease at PSNH was due to the deferral adjustment and the timing of the recovery of energy efficiency costs.

Taxes Other Than Income Taxes increased for the nine months ended September 30, 2022, as compared to the same period in 2021, due primarily to the following:

•The increase at CL&P was related to higher property taxes as a result of a higher utility plant balance and higher gross earnings taxes.

•The increases at NSTAR Electric and PSNH were due to higher property taxes as a result of higher utility plant balances.

Interest Expense increased for the nine months ended September 30, 2022, as compared to the same period in 2021, due primarily to the following:

•The increase at CL&P was due to higher interest on long-term debt ($0.8 million), higher interest expense on regulatory deferrals ($0.8 million), and higher amortization of debt discounts and premiums, net ($0.3 million), partially offset by an increase in capitalized AFUDC related to debt funds ($1.1 million).

•The increase at NSTAR Electric was due to higher interest on long-term debt ($11.8 million), higher interest expense on regulatory deferrals ($2.3 million), higher amortization of debt discounts and premiums, net ($0.5 million), and a decrease in capitalized AFUDC related to debt funds ($0.2 million), partially offset by lower interest resulting from the 2022 payment of withheld property taxes at NSTAR Electric ($2.9 million).

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•The increase at PSNH was due to higher interest expense on regulatory deferrals ($1.8 million), higher interest on short-term notes payable ($1.1 million), and higher interest on long-term debt ($0.6 million), partially offset by lower amortization of debt discounts and premiums, net ($1.6 million), a decrease in RRB interest expense ($1.0 million) and an increase in capitalized AFUDC related to debt funds ($0.3 million).

Other Income, Net increased for the nine months ended September 30, 2022, as compared to the same period in 2021, due primarily to the following:

•The increase at CL&P was due primarily to an increase related to pension, SERP and PBOP non-service income components ($37.1 million), an increase in capitalized AFUDC related to equity funds ($4.2 million) and an increase in interest income primarily on regulatory deferrals ($0.5 million), partially offset by investment losses in 2022 compared to investment income in 2021 driven by market volatility ($2.1 million).

•The increase at NSTAR Electric was due primarily to an increase related to pension, SERP and PBOP non-service income components ($33.7 million) and an increase in interest income primarily on regulatory deferrals ($10.0 million), partially offset by a decrease in capitalized AFUDC related to equity funds ($1.1 million).

•The increase at PSNH was due primarily to an increase related to pension, SERP and PBOP non-service income components ($12.2 million) and an increase in capitalized AFUDC related to equity funds ($0.5 million), partially offset by a decrease in interest income primarily on regulatory deferrals ($0.9 million).

Income Tax Expense increased/decreased for the nine months ended September 30, 2022, as compared to the same period in 2021, due primarily to the following:

•The increase at CL&P was due primarily to higher pre-tax earnings ($33.5 million), higher state taxes ($0.7 million), and lower share-based payment excess tax benefits ($0.7 million), partially offset by a decrease in return to provision adjustments ($6.3 million), an increase in amortization of EDIT ($1.5 million), and a decrease in items that impact our tax rate as a result of regulatory treatment (flow-through items) and permanent differences ($5.4 million).

•The decrease at NSTAR Electric was due primarily to an increase in amortization of EDIT ($9.7 million), partially offset by an increase in pre-tax earnings ($2.9 million), higher state taxes ($0.7 million), lower share-based payment excess tax benefits ($0.6 million), and an increase in items that impact our tax rate as a result of regulatory treatment (flow-through items) and permanent differences ($1.6 million).

•The increase at PSNH was due primarily to higher pre-tax earnings ($3.0 million), higher state taxes ($1.8 million), a decrease in amortization of EDIT ($0.4 million), and an increase in items that impact our tax rate as a result of regulatory treatment (flow-through items) and permanent differences ($1.0 million), partially offset by a decrease in return to provision adjustments ($2.3 million).

EARNINGS SUMMARY

CL&P's earnings increased $138.0 million for the nine months ended September 30, 2022, as compared to the same period in 2021, due primarily to the absence in 2022 of the October 1, 2021 settlement agreement that resulted in a $75 million pre-tax charge to earnings and a $28.6 million pre-tax charge to earnings for a storm performance penalty imposed by PURA as a result of CL&P’s preparation for and response to Tropical Storm Isaias in August 2020 recorded in 2021. The after-tax impact of the settlement agreement and storm performance penalty imposed by the PURA was $85.8 million. Earnings were also favorably impacted by higher earnings from its capital tracking mechanism due to increased electric system improvements, an increase in transmission earnings driven by a higher transmission rate base, lower pension plan expense, and a lower effective tax rate resulting from the income tax return to provision adjustment in the third quarter and a decrease in permanent and flow-through income tax items. The earnings increase was partially offset by higher operations and maintenance expense, higher depreciation expense, and higher property and other tax expense.

NSTAR Electric's earnings increased $18.0 million for the nine months ended September 30, 2022, as compared to the same period in 2021, due primarily to the base distribution rate increase effective January 1, 2022, an increase in transmission earnings driven by a higher transmission rate base, and an increase in interest income primarily on regulatory deferrals. The earnings increase was partially offset by higher operations and maintenance expense, higher property and other tax expense, higher depreciation expense, and higher interest expense.

PSNH's earnings increased $10.6 million for the nine months ended September 30, 2022, as compared to the same period in 2021, due primarily to an increase in transmission earnings driven by a higher transmission rate base, lower pension plan expense, and the base distribution rate increase effective August 1, 2021. The earnings increase was partially offset by higher operations and maintenance expense, the absence in 2022 of a favorable impact of a new tracker mechanism at PSNH approved as part of the 2020 rate settlement agreement that was recorded in 2021, and higher depreciation expense.

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LIQUIDITY

Cash Flows: CL&P had cash flows provided by operating activities of $554.3 million for the nine months ended September 30, 2022, as compared to $450.6 million in the same period of 2021. The increase in operating cash flows was due primarily to an increase in regulatory over-recoveries (excluding storm payments) driven by the timing of collections for the non-bypassable FMCC and other regulatory tracking mechanisms, the absence in 2022 of pension contributions of $78.9 million made in 2021, and the timing of cash payments made on our accounts payable. The impact of regulatory collections are included in both Regulatory Over/Under Recoveries and Amortization of Regulatory Assets on the statements of cash flows. These favorable impacts were partially offset by the timing of cash collections on our accounts receivable, $72.0 million of customer credits distributed in the first nine months of 2022 as a result of the October 2021 settlement agreement and the 2021 storm performance penalty for CL&P’s response to Tropical Storm Isaias, an increase of $53.9 million in cash payments for storm costs, a $42.2 million increase in income tax payments made in 2022, as compared to 2021, and the timing of other working capital items.

NSTAR Electric had cash flows provided by operating activities of $634.6 million for the nine months ended September 30, 2022, as compared to $617.3 million in the same period of 2021. The increase in operating cash flows was due primarily to the timing of cash collections on our accounts receivable, a $37.0 million increase in income tax refunds received in 2022, as compared to 2021, an increase in regulatory over-recoveries (excluding storm payments) driven by the timing of collections for regulatory tracking mechanisms, cash payments made on our accounts payable, and the timing of other working capital items. The impact of regulatory collections are included in both Regulatory Over/Under Recoveries and Amortization of Regulatory Assets on the statements of cash flows. These favorable impacts were partially offset by an increase of $109.8 million in cash payments for storm costs, a $76.1 million payment in the second quarter of 2022 related to withheld property taxes, and an increase of $5.0 million in pension contributions made in 2022, as compared to 2021.

PSNH had cash flows provided by operating activities of $246.7 million for the nine months ended September 30, 2022, as compared to $237.2 million in the same period of 2021.  The increase in operating cash flows was due primarily to the timing of cash payments made on our accounts payable and an increase in regulatory over-recoveries driven by the timing of collections for regulatory tracking mechanisms. The impact of regulatory collections are included in both Regulatory Over/Under Recoveries and Amortization of Regulatory Assets on the statements of cash flows. These favorable impacts were partially offset by the timing of cash collections on our accounts receivable, the timing of other working capital items, an increase of $5.7 million in cost of removal expenditures, and a $4.0 million increase in income tax payments made in 2022, as compared to 2021.

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

RESULTS OF OPERATIONS – THE CONNECTICUT LIGHT AND POWER COMPANY

The following provides the amounts and variances in operating revenues and expense line items in the statements of income for CL&P for the three months ended September 30, 2022 and 2021 included in this combined Quarterly Report on Form 10-Q:

	For the Three Months Ended September 30,
(Millions of Dollars)	2022		2021		Increase/(Decrease)
Operating Revenues	$	1,369.1	$	919.6	$	449.5
Operating Expenses:
Purchased Power and Transmission	641.1		392.3		248.8
Operations and Maintenance	189.9		137.8		52.1
Depreciation	89.5		85.3		4.2
Amortization of Regulatory Assets, Net	105.8		28.9		76.9
Energy Efficiency Programs	37.9		35.7		2.2
Taxes Other Than Income Taxes	104.2		99.9		4.3
Total Operating Expenses	1,168.4		779.9		388.5
Operating Income	200.7		139.7		61.0
Interest Expense	42.4		42.7		(0.3)
Other Income, Net	21.9		6.9		15.0
Income Before Income Tax Expense	180.2		103.9		76.3
Income Tax Expense	36.9		33.7		3.2
Net Income	$	143.3	$	70.2	$	73.1

Operating Revenues

Sales Volumes: CL&P's retail electric GWh sales volumes were 5,862 and 5,776 for the three months ended September 30, 2022 and 2021, respectively, resulting in an increase of 1.5 percent. Fluctuations in retail electric sales volumes do not impact earnings due to its PURA-approved distribution revenue decoupling mechanism.

Operating Revenues: Operating Revenues, which consist of base distribution revenues and tracked revenues further described below, increased $449.5 million for the three months ended September 30, 2022, as compared to the same period in 2021.

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Base Distribution Revenues: CL&P's base distribution revenues were flat.

Electric distribution revenues also increased $93.4 million for the three months ended September 30, 2022, as compared to the same period in 2021, due to the absence of a 2021 reserve established to provide bill credits to customers as a result of CL&P’s settlement agreement on October 1, 2021 and a storm performance penalty assessed by PURA. In the 2021 settlement agreement, CL&P agreed to provide a total of $65 million of customer credits, which were distributed based on customer sales over a two-month period from December 1, 2021 to January 31, 2022. Additionally, CL&P recorded a $28.4 million reserve in the first quarter of 2021 for a civil penalty for non-compliance with storm performance standards that was provided as credits to customers on electric bills beginning on September 1, 2021 over a one-year period. The penalty was reclassified from Operations and Maintenance expense to a reduction of Operating Revenues in the third quarter of 2021 in connection with the finalization of the settlement agreement.

Tracked Revenues: Tracked revenues increased/(decreased) for the three months ended September 30, 2022, as compared to the same period in 2021, due primarily to the following:

(Millions of Dollars)
Retail Tariff Tracked Revenues:
Energy supply procurement	$	199.2
Retail transmission	31.5
Other distribution tracking mechanisms	(5.2)
Wholesale Market Sales Revenue	132.6

The increase in energy supply procurement was driven by higher average prices and higher average supply-related sales volumes. Fluctuations in retail transmission revenues are driven by the recovery of the costs of our wholesale transmission business, such as those billed by ISO-NE and Local and Regional Network Service charges. For further information, see "Purchased Power and Transmission Expense" below.

The increase in electric distribution wholesale market sales revenue was due primarily to higher average electricity market prices received for wholesale sales. ISO-NE average market prices received for CL&P’s wholesale sales increased approximately 91 percent for the three months ended September 30, 2022, as compared to the same period in 2021, driven primarily by higher natural gas prices in New England. The increase was also due to higher wholesale sales at CL&P resulting from the sale of output generated by the Seabrook PPA beginning in the first quarter of 2022. Volumes sold into the market were primarily from the sale of output generated by the Millstone PPA and the Seabrook PPA that CL&P entered into in 2019, as required by regulation. CL&P sells the energy purchased from Millstone and Seabrook into the wholesale market and uses the proceeds from the energy sales to offset the contract costs. The net sales or net cost amount is refunded to, or recovered from, customers in the non-bypassable component of the FMCC rate. The increase in wholesale market sales revenues was also driven by higher proceeds from the sale of transmission rights over a one year period under CL&P’s Hydro-Quebec transmission support agreements. Proceeds from these sales are credited back to customers.

Transmission Revenues: Transmission revenues increased $16.2 million due primarily to a higher transmission rate base as a result of continued investment in our transmission infrastructure.

Eliminations: Eliminations are primarily related to transmission revenues derived from ISO-NE regional transmission charges to the distribution business that recover the costs of the wholesale transmission business. The impact of eliminations decreased revenues by $13.7 million.

Purchased Power and Transmission expense includes costs associated with purchasing electricity on behalf of CL&P's customers and the cost of energy purchase contracts, as required by regulation.  These energy supply and other energy-related costs are recovered from customers in PURA-approved cost tracking mechanisms, which have no impact on earnings (tracked costs). Purchased Power and Transmission expense increased for the three months ended September 30, 2022, as compared to the same period in 2021, due primarily to the following:

(Millions of Dollars)
Purchased Power Costs	$	225.8
Transmission Costs	36.6
Eliminations	(13.6)
Total Purchased Power and Transmission	$	248.8

The increase in purchased power costs was due primarily to higher energy supply procurement costs resulting from higher average prices and higher average supply-related volumes. The increase was also due to higher long-term contractual energy-related costs and higher net metering costs that are recovered in the non-bypassable component of the FMCC mechanism.

The increase in transmission costs was due primarily to an increase resulting from the retail transmission cost deferral, which reflects the actual costs of transmission service compared to estimated amounts billed to customers. This was partially offset by a decrease in costs billed by ISO-NE that support regional grid investments.

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Operations and Maintenance expense includes tracked costs and costs that are part of base distribution rates with changes impacting earnings (non-tracked costs).  Operations and Maintenance expense increased for the three months ended September 30, 2022, as compared to the same period in 2021, due primarily to the following:

(Millions of Dollars)
Base Electric Distribution (Non-Tracked Costs):
Absence in 2022 of CL&P charge for Tropical Storm Isaias response in 2021 that was reflected as reduction to Operating Revenues in the third quarter of 2021 in connection with the finalization of the settlement agreement	$	28.4
General costs (including outside corporate services, insurance, fees and assessments)	9.6
Storm costs	7.8
Absence in 2022 of CL&P charge to fund various customer assistance initiatives associated with   the settlement agreement on October 1, 2021	(10.0)
Other non-tracked operations and maintenance	3.1
Total Base Electric Distribution (Non-Tracked Costs)	38.9
Total Tracked Costs - Increase due primarily to higher transmission expenses	13.2
Total Operations and Maintenance	$	52.1

Depreciation expense increased for the three months ended September 30, 2022, as compared to the same period in 2021, due primarily to a higher net plant in service balance.

Amortization of Regulatory Assets, Net expense includes the deferral of energy supply, energy-related costs and other costs that are included in certain regulatory-approved cost tracking mechanisms, and the amortization of certain costs as those costs are collected in rates. This deferral adjusts expense to match the corresponding revenues. Energy supply and energy-related costs are recovered from customers in rates and have no impact on earnings. Amortization of Regulatory Assets, Net increased for the three months ended September 30, 2022, as compared to the same period in 2021, due to the deferral adjustment of energy supply, energy-related and other tracked costs that are included in the non-bypassable component of the FMCC mechanism, which can fluctuate from period to period based on the timing of costs incurred and related rate changes to recover these costs.

Energy Efficiency Programs expense includes costs of various state energy policy initiatives and expanded energy efficiency programs that are recovered from customers in rates, most of which have no impact on earnings. Energy Efficiency Programs expense increased for the three months ended September 30, 2022, as compared to the same period in 2021, due to the deferral adjustment, which reflects actual costs of energy efficiency programs compared to the estimated amounts billed to customers, and the timing of the recovery of energy efficiency costs.

Taxes Other Than Income Taxes increased for the three months ended September 30, 2022, as compared to the same period in 2021, due primarily to higher property taxes as a result of a higher utility plant balance and higher gross earnings taxes.

Other Income, Net increased for the three months ended September 30, 2022, as compared to the same period in 2021, due primarily to an increase related to pension, SERP and PBOP non-service income components ($12.0 million), an increase in capitalized AFUDC related to equity funds ($2.0 million), an increase in interest income primarily from regulatory deferrals ($0.5 million), and investment income in 2022 compared to investment losses in 2021 driven by market volatility ($0.5 million).

Income Tax Expense increased for the three months ended September 30, 2022, as compared to the same period in 2021, due primarily to higher pre-tax earnings ($16.0 million), partially offset by lower state taxes ($0.5 million), a decrease in return to provision adjustments ($6.3 million), and a decrease in items that impact our tax rate as a result of regulatory treatment (flow-through items) and permanent differences ($6.0 million).

EARNINGS SUMMARY

CL&P's earnings increased $73.1 million for the three months ended September 30, 2022, as compared to the same period in 2021, due primarily to the absence in 2022 of the October 1, 2021 settlement agreement that resulted in a $75 million pre-tax charge to earnings recorded in 2021. The after-tax impact of the settlement agreement was $63.2 million. Earnings were also favorably impacted by an increase in transmission earnings driven by a higher transmission rate base, higher earnings from its capital tracking mechanism due to increased electric system improvements, a lower effective tax rate resulting from the income tax return to provision adjustment and a decrease in permanent and flow-through income tax items, and lower pension plan expense. The earnings increase was partially offset by higher operations and maintenance expense, higher depreciation expense, and higher property and other tax expense.

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ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk Information

Commodity Price Risk Management:  Our regulated companies enter into energy contracts to serve our customers, and the economic impacts of those contracts are passed on to our customers. Accordingly, the regulated companies have no exposure to loss of future earnings or fair values due to these market risk-sensitive instruments.  Eversource's Energy Supply Risk Committee, comprised of senior officers, reviews and approves all large-scale energy related transactions entered into by its regulated companies.

Other Risk Management Activities

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

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

Our regulated companies are subject to credit risk from certain long-term or high-volume supply contracts with energy marketing companies.  Our regulated companies manage the credit risk with these counterparties in accordance with established credit risk practices and monitor contracting risks, including credit risk.  As of September 30, 2022, our regulated companies held collateral (letters of credit or cash) of $75.4 million from counterparties related to our standard service contracts.  As of September 30, 2022, Eversource had $35.4 million of cash posted with ISO-NE related to energy transactions.

We have provided additional disclosures regarding interest rate risk management and credit risk management in Part II, Item 7A, "Quantitative and Qualitative Disclosures about Market Risk," in Eversource's 2021 Form 10-K, which is incorporated herein by reference. There have been no additional risks identified and no material changes with regard to the items previously disclosed in the Eversource 2021 Form 10-K.

ITEM 4.    CONTROLS AND PROCEDURES

Management, on behalf of Eversource, CL&P, NSTAR Electric and PSNH, evaluated the design and operation of the disclosure controls and procedures as of September 30, 2022 to determine whether they are effective in ensuring that the disclosure of required information is made timely and in accordance with the Securities Exchange Act of 1934 and the rules and regulations of the SEC.  This evaluation was made under management's supervision and with management's participation, including the principal executive officer and principal financial officer as of the end of the period covered by this Quarterly Report on Form 10-Q.  There are inherent limitations of disclosure controls and procedures, including the possibility of human error and the circumventing or overriding of the controls and procedures.  Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.  The principal executive officer and principal financial officer have concluded, based on their review, that the disclosure controls and procedures of Eversource, CL&P, NSTAR Electric and PSNH are effective to ensure that information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized, and reported within the time periods specified in SEC rules and regulations and (ii) is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

There have been no changes in internal controls over financial reporting for Eversource, CL&P, NSTAR Electric and PSNH during the quarter ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

We are parties to various legal proceedings.  We have disclosed certain legal proceedings in Part I, Item 3, "Legal Proceedings," and elsewhere in our 2021 Form 10-K.  These disclosures are incorporated herein by reference.  There have been no material legal proceedings identified and no material changes with regard to the legal proceedings previously disclosed in our 2021 Form 10-K.

ITEM 1A.    RISK FACTORS

We are subject to a variety of significant risks in addition to the matters set forth under our forward-looking statements section in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," of this Quarterly Report on Form 10-Q. We have identified a number of these risk factors in Part I, Item 1A, "Risk Factors," in our 2021 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 2021 Form 10-K.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table discloses purchases of our common shares made by us or on our behalf for the periods shown below.  The common shares purchased consist of open market purchases made by the Company or an independent agent.  These share transactions related to matching contributions under the Eversource 401k Plan.

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans and Programs (at month end)
July 1 - July 31, 2022	—	$	—	—	—
August 1 - August 31, 2022	—	—		—	—
September 1 - September 30, 2022	2,430	79.15		—	—
Total	2,430	$	79.15	—	—

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ITEM 6.    EXHIBITS

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

	Exhibit No.	Description
	Listing of Exhibits (Eversource)
	31	Certification by the Chief Executive Officer of Eversource Energy pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.1	Certification by the Chief Financial Officer of Eversource Energy pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32	Certification by the Chief Executive Officer and Chief Financial Officer of Eversource Energy pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	Listing of Exhibits (CL&P)
	31	Certification by the Chairman of The Connecticut Light and Power Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.1	Certification by the Chief Financial Officer of The Connecticut Light and Power Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32	Certification by the Chairman and the Chief Financial Officer of The Connecticut Light and Power Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	Listing of Exhibits (NSTAR Electric Company)
*	4	Form of 4.95% Debenture due September 15, 2052 (Exhibit 4.1, NSTAR Electric Company Current Report on Form 8-K filed on September 15, 2022, File No. 001-02301)
	4.1	First Amendment to Second Amended and Restated Credit Agreement, dated October 17, 2022, by and between NSTAR Electric Company and the Banks named therein, pursuant to which Barclays Bank PLC serves as Administrative Agent and Swing Line Lender
	31	Certification by the Chairman of NSTAR Electric Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.1	Certification by the Chief Financial Officer of NSTAR Electric Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32	Certification by the Chairman and the Chief Financial Officer of NSTAR Electric Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	Listing of Exhibits (PSNH)
	31	Certification by the Chairman of Public Service Company of New Hampshire pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.1	Certification by the Chief Financial Officer of Public Service Company of New Hampshire pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32	Certification by the Chairman and the Chief Financial Officer of Public Service Company of New Hampshire pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	Listing of Exhibits (Eversource, CL&P, PSNH)
	4	First Amendment to Second Amended and Restated Credit Agreement, dated October 17, 2022, by and among Eversource Energy, Aquarion Water Company of Connecticut, NSTAR Gas Company, The Connecticut Light and Power Company, Public Service Company of New Hampshire, Yankee Gas Services Company and Eversource Gas Company of Massachusetts and the Banks named therein, pursuant to which Bank of America, N.A. serves as Administrative Agent and Swing Line Lender
	Listing of Exhibits (Eversource, CL&P, NSTAR Electric, PSNH)
	101.INS	Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document
	101.SCH	Inline XBRL Taxonomy Extension Schema
	101.CAL	Inline XBRL Taxonomy Extension Calculation
	101.DEF	Inline XBRL Taxonomy Extension Definition

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101.LAB	Inline XBRL Taxonomy Extension Labels
101.PRE	Inline XBRL Taxonomy Extension Presentation
104	The cover page from the Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in Inline XBRL

69

SIGNATURE

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

	EVERSOURCE ENERGY
November 4, 2022	By:	/s/ John M. Moreira
		John M. Moreira
		Executive Vice President, Chief Financial Officer and Treasurer
		(Principal Financial Officer)

SIGNATURE

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

	THE CONNECTICUT LIGHT AND POWER COMPANY
November 4, 2022	By:	/s/ John M. Moreira
		John M. Moreira
		Executive Vice President, Chief Financial Officer and Treasurer
		(Principal Financial Officer)

SIGNATURE

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

	NSTAR ELECTRIC COMPANY
November 4, 2022	By:	/s/ John M. Moreira
		John M. Moreira
		Executive Vice President, Chief Financial Officer and Treasurer
		(Principal Financial Officer)

SIGNATURE

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

	PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
November 4, 2022	By:	/s/ John M. Moreira
		John M. Moreira
		Executive Vice President, Chief Financial Officer and Treasurer
		(Principal Financial Officer)

70

EX-31

Exhibit 31

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph R. Nolan, Jr., certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Eversource Energy (the registrant);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  November 4, 2022

/s/	Joseph R. Nolan, Jr.
	Joseph R. Nolan, Jr.
	President and Chief Executive Officer
	(Principal Executive Officer)

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John M. Moreira, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Eversource Energy (the registrant);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  November 4, 2022

/s/	John M. Moreira
	John M. Moreira
	Executive Vice President, Chief Financial Officer and Treasurer
	(Principal Financial Officer)

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report on Form 10-Q of Eversource Energy (the registrant) for the period ending September 30, 2022 as filed with the Securities and Exchange Commission (the Report), we, Joseph R. Nolan, Jr., President and Chief Executive Officer of the registrant, and John M. Moreira, Executive Vice President, Chief Financial Officer and Treasurer of the registrant, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

/s/	Joseph R. Nolan, Jr.
	Joseph R. Nolan, Jr.
	President and Chief Executive Officer

/s/	John M. Moreira
	John M. Moreira
	Executive Vice President, Chief Financial Officer and Treasurer

Date:  November 4, 2022

EX-31

Exhibit 31

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Werner J. Schweiger, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of The Connecticut Light and Power Company (the registrant);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  November 4, 2022

/s/	Werner J. Schweiger
	Werner J. Schweiger
	Chairman and Chief Executive Officer
	(Principal Executive Officer)

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John M. Moreira, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of The Connecticut Light and Power Company (the registrant);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  November 4, 2022

/s/	John M. Moreira
	John M. Moreira
	Executive Vice President, Chief Financial Officer and Treasurer
	(Principal Financial Officer)

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report on Form 10-Q of The Connecticut Light and Power Company (the registrant) for the period ending September 30, 2022 as filed with the Securities and Exchange Commission (the Report), we, Werner J. Schweiger, Chairman and Chief Executive Officer of the registrant, and John M. Moreira, Executive Vice President, Chief Financial Officer and Treasurer of the registrant, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

/s/	Werner J. Schweiger
	Werner J. Schweiger
	Chairman and Chief Executive Officer

/s/	John M. Moreira
	John M. Moreira
	Executive Vice President, Chief Financial Officer and Treasurer

Date:  November 4, 2022

EX-31

Exhibit 31

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph R. Nolan, Jr., certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of NSTAR Electric Company (the registrant);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  November 4, 2022

/s/	Joseph R. Nolan, Jr.
	Joseph R. Nolan, Jr.
	Chairman
	(Principal Executive Officer)

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John M. Moreira, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of NSTAR Electric Company (the registrant);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  November 4, 2022

/s/	John M. Moreira
	John M. Moreira
	Executive Vice President, Chief Financial Officer and Treasurer
	(Principal Financial Officer)

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report on Form 10-Q of NSTAR Electric Company (the registrant) for the period ending September 30, 2022 as filed with the Securities and Exchange Commission (the Report), we, Joseph R. Nolan, Jr., Chairman of the registrant, and John M. Moreira, Executive Vice President, Chief Financial Officer and Treasurer of the registrant, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

/s/	Joseph R. Nolan, Jr.
	Joseph R. Nolan, Jr.
	Chairman

/s/	John M. Moreira
	John M. Moreira
	Executive Vice President, Chief Financial Officer and Treasurer

Date:  November 4, 2022

EX-31

Exhibit 31

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph R. Nolan, Jr., certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Public Service Company of New Hampshire (the registrant);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  November 4, 2022

/s/	Joseph R. Nolan, Jr.
	Joseph R. Nolan, Jr.
	Chairman
	(Principal Executive Officer)

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John M. Moreira, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Public Service Company of New Hampshire (the registrant);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  November 4, 2022

/s/	John M. Moreira
	John M. Moreira
	Executive Vice President, Chief Financial Officer and Treasurer
	(Principal Financial Officer)

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report on Form 10-Q of Public Service Company of New Hampshire (the registrant) for the period ending September 30, 2022 as filed with the Securities and Exchange Commission (the Report), we, Joseph R. Nolan, Jr., Chairman of the registrant, and John M. Moreira, Executive Vice President, Chief Financial Officer and Treasurer of the registrant, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

/s/	Joseph R. Nolan, Jr.
	Joseph R. Nolan, Jr.
	Chairman

/s/	John M. Moreira
	John M. Moreira
	Executive Vice President, Chief Financial Officer and Treasurer

Date:  November 4, 2022

EX-4.1

Exhibit 4.1

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND EXTENSION AGREEMENT

This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

AND EXTENSION AGREEMENT (this “Amendment”), dated as of October 17, 2022 (the “First AmendmentEffective Date”), is entered into by and among NSTAR ELECTRIC COMPANY, a Massachusetts corporation doing business as Eversource Energy (the “Borrower”), the Lenders (here and hereafter as defined in the Credit Agreement (here and hereafter as defined below)), and BARCLAYS BANK PLC (“Barclays”), as Administrative Agent and Swing Line Lender (each, here and hereafter as defined in the Credit Agreement). Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings provided for such terms in the Credit Agreement (as amended by this Amendment or as in effect immediately prior to the effectiveness of this Amendment, as the context may require).

R E C I T A L S

WHEREAS, the Borrower, the Lenders from time to time party thereto, and Barclays, in its capacity as Administrative Agent and Swing Line Lender, entered into that certain Second Amended and Restated Credit Agreement, dated as of October 15, 2021 (as amended, restated, amended and restated, supplemented, increased, extended, refinanced, renewed, replaced, and/or otherwise modified in writing from time to time, the “CreditAgreement”);

WHEREAS, the Borrower has requested that the Lenders make certain modifications to the terms of the Credit Agreement as described in Section 2(a) below and certain modifications to certain Exhibits to the Credit Agreement as described in Section 2(b) below;

WHEREAS, the Borrower has requested, in accordance with Section 2.16(a) (Request for Extension) of the Credit Agreement, that each Lender consent to the extension of the Revolving Loan Maturity Date (as defined in the Credit Agreement as in effect immediately prior to the effectiveness of this Amendment) for an additional one (1) year, from October 15, 2026 to October 15, 2027, pursuant to Section 2.16 (Extension of Revolving Loan Maturity Date) of the Credit Agreement; and

WHEREAS, (i) the Lenders have agreed to consent to the modifications to the terms and provisions of the Credit Agreement (including to the Exhibits thereto) as set forth in Section 2 below, and (ii) each Lender that, on or prior to the First Amendment Effective Date, has delivered to the Administrative Agent (or its counsel) a duly executed Lender Consent to Extension substantially in the form of Annex III hereto (an “Extension Consent”) (such Lenders being set forth on Schedule I to this Amendment and referred to herein, collectively, as the “Extending Lenders”, and each individually, as an “Extending Lender”), has agreed to extend the Revolving Loan Maturity Date (as defined in the Credit Agreement as in effect immediately prior to the effectiveness of this Amendment) applicable to all of its Revolving Commitments for an additional one (1) year from October 15, 2026 to October 15, 2027, in each case of the foregoing clauses (i) and (ii), on the terms, and subject to the conditions, set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the parties hereto hereby agree as follows:

A G R E E M E N T

First Amendment to Second Amended and Restated Credit Agreement and Extension Agreement (NSTAR Electric Company)

CHAR1\1927741v3

1.Introductory Paragraph and Recitals; Definitions. The above introductory paragraph and recitals (including any terms defined therein) of this Amendment are incorporated herein by reference as if fully set forth in the body of this Amendment. Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings provided for such terms in the Credit Agreement (as amended by this Amendment or as in effect immediately prior to the effectiveness of this Amendment, as the context may require).

2.Amendments to Credit Agreement. In accordance with Section 11.01 (Amendments, Etc.) of the Credit Agreement, by act of the Lenders, the Credit Agreement is hereby amended in the following respects:

(a)Terms of Credit Agreement. The terms of the Credit Agreement (but not the Exhibits and/or Schedules thereto) are hereby amended and replaced in their entirety to read as set forth in the copy of the entire body of the Credit Agreement attached hereto as Annex I.

(b)Exhibits to Credit Agreement. Exhibit 2.02 (Revolving Loan Notice) and Exhibit 2.04 (Prepayment Notice) to the Credit Agreement are each hereby amended and replaced in their entirety with the applicable Exhibit attached hereto as Annex II.

3.Extension of Revolving Loan Maturity Date; Certain Acknowledgements. Each of the Extending Lenders party to this Amendment hereby confirms its agreement (as evidenced by its delivery of a duly executed Extension Consent to the Administrative Agent (or its counsel) on or prior to the First Amendment Effective Date), in accordance with Section 2.16 (Extension of Revolving Loan Maturity Date) of the Credit Agreement, to extend the Revolving Loan Maturity Date applicable to all of its Revolving Commitments from October 15, 2026 to October 15, 2027. Each of the Lenders party to this Amendment that is not an Extending Lender hereby acknowledges that, as provided in Section 2.16(b) (Lenders Election to Extend) of the Credit Agreement, such Lender shall, by virtue of not being an Extending Lender on the First Amendment Effective Date, be deemed to be a Non-Extending Lender subject to replacement as provided in Section 2.16(d) (Additional Commitment Lenders) of the Credit Agreement. The Borrower hereby acknowledges that the extension of the Revolving Loan Maturity Date with respect to the aggregate Revolving Commitments of the Extending Lenders from October 15, 2026 to October 15, 2027 shall constitute an exercise of the extension option set forth in Section 2.16(a) (Request for Extension) of the Credit Agreement for purposes of the aggregate cap on such exercises set forth in Section 2.16(a)(i) of the Credit Agreement.

4.Effectiveness; Conditions Precedent. This Amendment shall become effective as of the First Amendment Effective Date upon the satisfaction of each of the following conditions precedent:

(c)Amendment. Receipt by the Administrative Agent of: (i) a counterpart of this Amendment duly executed by the Borrower and each of the Lenders (including the Swing Line Lender); and (ii) duly executed Extension Consents from Lenders constituting the Required Lenders.

(d)Certificate. Receipt by the Administrative Agent of a certificate, duly executed by a Responsible Officer of the Borrower, certifying that, as of the First Amendment Effective Date: (A) there are no actions, suits, proceedings or disputes pending, or, to the knowledge of any Responsible Officer of the Borrower after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any Principal Subsidiary, or against any of their respective properties or revenues, in any such case of the foregoing of this clause (b), that (I) purports to affect or pertain to this Amendment, the Credit Agreement and/or any of the other Loan Documents, and/or any of the transactions contemplated hereby or thereby, or (II) could reasonably be expected to result in a Material Adverse Effect with respect to the Borrower, except as specifically disclosed in the Disclosure Documents; and (B) since December 31, 2020, there has been no event or circumstance, either individually or in the aggregate, that has resulted in a Material Adverse Effect with respect to the Borrower, except as specifically disclosed in the Disclosure Documents.

CHAR1\1927741v3

(a)Prepayments. The Borrower shall have prepaid any Loans outstanding on the First Amendment Effective Date (and paid any additional amounts required pursuant to Section 3.05 (Compensation for Losses) of the Credit Agreement) to the extent necessary to keep any such outstanding Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of the First Amendment Effective Date (immediately after giving effect to this Amendment and the Extension Consents delivered to the Administrative Agent in connection herewith).

(b)Fees and Expenses. Receipt by the Administrative Agent of all fees, costs, expenses, charges, disbursements and other amounts due and payable by the Borrower to any of the Administrative Agent, the Swing Line Lender and/or the Lenders on or prior to the First Amendment Effective Date, including, without limitation: (i) those certain fees set forth in that certain extension fee letter agreement, dated as of August 31, 2022, by and among Barclays, BofA Securities, Inc., Bank of America, the Borrower and Eversource Energy, a voluntary association and Massachusetts business trust organized under the laws of the Commonwealth of Massachusetts (as amended, restated, amended and restated, supplemented, increased, and/or otherwise modified in writing from time to time, the “Extension Fee Letter”); and (ii) reimbursement or payment of all out-of-pocket expenses of the Administrative Agent and its Affiliates (including, without limitation, all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document, and/or under any other agreement(s) with the Administrative Agent or any of its Affiliates.

5.Miscellaneous.

(1)Loan Document. The Borrower acknowledges and agrees that this Amendment shall be deemed to be, and shall be, a “Loan Document” as such term is used in the Credit Agreement and the other Loan Documents.

(2)Acknowledgement and Consent; Affirmation of Obligations. The Borrower: (i) acknowledges and consents to all of the terms and conditions of this Amendment; (ii) agrees that this Amendment, and all documents and/or certificates executed in connection herewith, do not operate to reduce or discharge its obligations under the Credit Agreement or the other Loan Documents or any certificates, documents, agreements and instruments executed in connection therewith; and (iii) affirms all of its obligations under the Loan Documents.

(3)Full Force and Effect. Except as expressly modified hereby, all of the terms and provisions of the Credit Agreement and the other Loan Documents (including Schedules and Exhibits thereto) shall remain in full force and effect.

(4)Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders as follows:

(a)the execution, delivery and performance of this Amendment by the Borrower has been duly authorized by all necessary corporate or other organizational action;

(b)this Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity;

(c)no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (including FERC and DPU) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Amendment, other than those approvals, consents or filings already obtained or made and in full force and effect;

CHAR1\1927741v3

(d)the representations and warranties of the Borrower contained in Article VI (REPRESENTATIONS AND WARRANTIES) of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of the date hereof (other than any representation and warranty that is expressly qualified by materiality, in which case such representation and warranty is true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case such representation and warranty is true and correct in all respects) as of such earlier date; and

(e)no Default or Event of Default exists or will result from the transactions contemplated by this Amendment.

(5)Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Amendment.

(6)GOVERNING LAW. THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF, OR RELATING TO, THIS AMENDMENT, AND THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

CHAR1\1927741v3

IN WITNESS WHEREOF, each of the parties hereto have caused a counterpart of this Agreement to be duly executed and delivered by their below respective duly authorized officers as of the day and year first written above.

BORROWER:    NSTAR ELECTRIC COMPANY,

a Massachusetts corporation

By:        /s/ Emilie G. O’Neil            

Name:    Emilie G. O’Neil

Title:    Assistant Treasurer – Corporate Finance &

        Cash Management

[Signature Pages Continue]

Signature Page to First Amendment to Second Amended and Restated Credit Agreement and Extension Agreement (NSTAR Electric Company)

ADMINISTRATIVE AGENT:    BARCLAYS BANK PLC,

as Administrative Agent

By:    /s/ Sydney G. Dennis        

Name:    Sydney G. Dennis

Title:    Director

[Signature Pages Continue]

Signature Page to First Amendment to Second Amended and Restated Credit Agreement and Extension Agreement (NSTAR Electric Company)

LENDERS:    BARCLAYS BANK PLC,

as Swing Line Lender and as a Lender

By:    /s/ Sydney G. Dennis        

Name:    Sydney G. Dennis

Title:    Director

[Signature Pages Continue]

Signature Page to First Amendment to Second Amended and Restated Credit Agreement and Extension Agreement (NSTAR Electric Company)

BANK OF AMERICA, N.A.,

as a Lender

By:        /s/ Jaqueline G. Margetis        

Name:    Jaqueline G. Margetis

Title:    Director

[Signature Pages Continue]

Signature Page to First Amendment to Second Amended and Restated Credit Agreement and Extension Agreement (NSTAR Electric Company)

[Remaining Lender Signature Pages Intentionally Omitted; See Lender Signature Packet]

Signature Page to First Amendment to Second Amended and Restated Credit Agreement and Extension Agreement (NSTAR Electric Company)

ANNEX I TO FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

AND EXTENSION AGREEMENT

BODY OF CREDIT AGREEMENT

See attached.

Annex I to First Amendment to Second Amended and Restated Credit Agreement and Extension Agreement (NSTAR Electric Company)

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ANNEX I

Published CUSIP Numbers:    67020NAE4 (Facility)

67020NAF1 (Revolver)

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

dated as of October 15, 2021 by and among

NSTAR ELECTRIC COMPANY

(DOING BUSINESS AS EVERSOURCE ENERGY),

as the Borrower,

BARCLAYS BANK PLC,

as Administrative Agent and Swing Line Lender, and

THE OTHER LENDERS FROM TIME TO TIME PARTY HERETO

BOFA SECURITIES, INC., BARCLAYS BANK PLC, CITIBANK, N.A.,

GOLDMAN SACHS BANK USA, MIZUHO BANK, LTD., MUFG BANK, LTD.,

TD SECURITIES (USA) LLC,

U.S. BANK NATIONAL ASSOCIATION, and

WELLS FARGO SECURITIES, LLC,

as Joint Lead Arrangers and Joint Bookrunners

[Cover Page Continues]

Cover Page to Second Amended and Restated Credit Agreement (NSTAR Electric Company)

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BANK OF AMERICA, N.A.,

as Syndication Agent and

CITIBANK, N.A., GOLDMAN SACHS BANK USA,

MIZUHO BANK, LTD. MUFG BANK, LTD.

THE TORONTO-DOMINION BANK, NEW YORK BRANCH,

U.S. BANK NATIONAL ASSOCIATION, and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Co-Documentation Agents

[Cover Page Ends]

ii

CHAR1\1927666v7

TABLE OF CONTENTS

Section	Title	Page
ARTICLE I — DEFINITIONS AND ACCOUNTING TERMS
§–1.01	Defined Terms	1
§–1.02	Other Interpretive Provisions	21
§–1.03	Accounting Terms	22
§–1.04	Rounding	23
§–1.05	Times of Day	23
§–1.06	Interest Rates	23
ARTICLE II — THE COMMITMENTS AND BORROWINGS
§–2.01	Revolving Commitments	23
§–2.02	Borrowings, Conversions and Continuations of Loans	23
§–2.03	Swing Line Loans	25
§–2.04	Prepayments	27
§–2.05	Termination or Reduction of Aggregate Revolving Commitments	28
§–2.06	Repayment of Loans	28
§–2.07	Interest	28
§–2.08	Fees	29
§–2.09	Computation of Interest and Fees	29
§–2.10	Evidence of Debt	30
§–2.11	Payments Generally; Administrative Agent’s Clawback	30
§–2.12	Sharing of Payments by Lenders	32
§–2.13	Cash Collateral	32
§–2.14	Defaulting Lenders	33
§–2.15	Additional Revolving Commitments	34
§–2.16	Extension of Revolving Loan Maturity Date	35
§–2.17	ESG Adjustments	37
ARTICLE III — TAXES, YIELD PROTECTION AND ILLEGALITY
§–3.01	Taxes	38
§–3.02	Illegality	42
§–3.03	Inability to Determine Rates; Successor Rates	42
§–3.04	Increased Costs	44
§–3.05	Compensation for Losses	45
§–3.06	Mitigation Obligations; Replacement of Lenders	45
§–3.07	Survival	45
ARTICLE IV — [RESERVED]
ARTICLE V — CONDITIONS PRECEDENT TO BORROWINGS
§–5.01	Conditions of Initial Borrowings	46
§–5.02	Conditions to all Borrowings	47

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Table of Contents to Second Amended and Restated Credit Agreement (NSTAR Electric Company)

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ARTICLE VI — REPRESENTATIONS AND WARRANTIES
§–6.01	Existence, Qualification and Power	49
§–6.02	Authorization; No Contravention	49
§–6.03	Governmental Authorization; Other Consents	49
§–6.04	Binding Effect	49
§–6.05	Financial Statements; No Material Adverse Effect	49
§–6.06	Litigation	50
§–6.07	No Default or Event of Default	50
§–6.08	Ownership of Property; Liens	50
§–6.09	Environmental Compliance	50
§–6.10	Insurance	50
§–6.11	Taxes	50
§–6.12	ERISA Compliance	51
§–6.13	Subsidiaries	51
§–6.14	Use of Proceeds; Margin Regulations; Investment Company Act	52
§–6.15	Disclosure	52
§–6.16	Compliance with Laws	52
§–6.17	Solvency	52
§–6.18	Taxpayer Numbers and Other Information	52
§–6.19	Sanctions Concerns; Anti-Corruption Laws	52
§–6.20	Affected Financial Institutions	53
§–6.21	Beneficial Ownership Regulation	53
ARTICLE VII — AFFIRMATIVE COVENANTS
§–7.01	Financial Statements	53
§–7.02	Certificates; Other Information	54
§–7.03	Notices	55
§–7.04	Payment of Taxes	56
§–7.05	Preservation of Existence, Etc.	56
§–7.06	Maintenance of Properties	56
§–7.07	Maintenance of Insurance	56
§–7.08	Compliance with Laws	56
§–7.09	Books and Records	57
§–7.10	Inspection Rights	57
§–7.11	Use of Proceeds	57
§–7.12	Further Assurances	57
§–7.13	Conduct of Business	57
§–7.14	Governmental Approvals	57
§–7.15	Anti-Corruption Laws	57
ARTICLE VIII — NEGATIVE COVENANTS
§–8.01	Liens	58
§–8.02	Fundamental Changes	59
§–8.03	Change in Nature of Business	60

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§–8.04	Transactions with Affiliates and Insiders	60
§–8.05	Use of Proceeds	60

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§–8.06	Consolidated Indebtedness to Capitalization Ratio	60
§–8.07	Compliance with ERISA	60
§–8.08	Interests in Nuclear Plants	60
§–8.09	Financing Agreements	61
§–8.10	Sanctions	61
§–8.11	Anti-Corruption Laws	61
ARTICLE IX — EVENTS OF DEFAULT AND REMEDIES
§–9.01	Events of Default	61
§–9.02	Remedies Upon Event of Default	63
§–9.03	Application of Funds	63
ARTICLE X — ADMINISTRATIVE AGENT
§–10.01	Appointment and Authority	64
§–10.02	Rights as a Lender	64
§–10.03	Exculpatory Provisions	64
§–10.04	Reliance by Administrative Agent	65
§–10.05	Delegation of Duties	66
§–10.06	Resignation of Administrative Agent	66
§–10.07	Non-Reliance on the Administrative Agent, the Joint Lead Arrangers, the Sustainability Coordinators and the Other Lenders	67
§–10.08	No Other Duties; Etc.	67
§–10.09	Administrative Agent May File Proofs of Claim	67
§–10.10	Lender ERISA Representations	68
§–10.11	Recovery of Erroneous Payments	69
ARTICLE XI — MISCELLANEOUS
§–11.01	Amendments, Etc.	69
§–11.02	Notices and Other Communications; Facsimile Copies	71
§–11.03	No Waiver; Cumulative Remedies; Enforcement	73
§–11.04	Expenses; Indemnity; and Damage Waiver	73
§–11.05	Payments Set Aside	75
§–11.06	Successors and Assigns	75

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§–11.07	Treatment of Certain Information; Confidentiality	79
§–11.08	Set-off	80
§–11.09	Interest Rate Limitation	80
§–11.10	Integration; Effectiveness	80
§–11.11	Survival of Representations and Warranties	80
§–11.12	Severability	81
§–11.13	Replacement of Lenders	81
§–11.14	Governing Law; Jurisdiction; Etc.	82
§–11.15	Waiver of Right to Trial by Jury	82
§–11.16	Electronic Execution; Electronic Records; Counterparts	83
§–11.17	USA Patriot Act; Beneficial Ownership Regulation	84
§–11.18	No Advisory or Fiduciary Relationship	84
§–11.19	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	84
§–11.20	Acknowledgement Regarding any Supported QFCs	85

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§–11.21 Amendment and Restatement; Reallocation; New Lenders 85

Schedules to Credit Agreement:
Schedule 2.01	Revolving Commitments and Applicable Percentages
Schedule 6.11	Tax Sharing Agreements
Schedule 6.13	Subsidiaries
Schedule 6.18	Taxpayer and Organizational Identification Numbers; Legal Name; State of Formation; Principal Place of Business
Schedule 8.01	Liens Existing on the Effective Date
Schedule 11.02	Certain Addresses for Notices

Exhibits to Credit Agreement:
Exhibit 2.02	[Form of] Revolving Loan Notice
Exhibit 2.03	[Form of] Swing Line Loan Notice
Exhibit 2.04	[Form of] Prepayment Notice
Exhibit 2.10-A	[Form of] Revolving Note
Exhibit 2.10-B	[Form of] Swing Line Note
Exhibit 2.10-D	[Form of] U.S. Tax Compliance Certificate
Exhibit 7.02	[Form of] Compliance Certificate
Exhibit 11.06	[Form of] Assignment and Assumption

iv

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of October 15, 2021 (the “Effective Date”), by and among NSTAR ELECTRIC COMPANY, a Massachusetts corporation doing business as Eversource Energy (the “Borrower”), the Lenders (as defined herein) from time to time party hereto, and BARCLAYS BANK PLC, as Administrative Agent and Swing Line Lender.

R E C I T A L S

WHEREAS, the Borrower has requested that the Lenders provide Six-Hundred Fifty Million Dollars ($650,000,000) in revolving credit facilities for the purposes set forth herein, and the Lenders are willing to do so on the terms, and subject to the conditions, set forth herein; and

WHEREAS, this Agreement is given in amendment to, restatement of, and substitution for, the Existing Credit Agreement (as defined below).

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, each of the parties hereto hereby covenants and agrees as follows:

A G R E E M E N T ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01    Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“364-Day Maturity Date” has the meaning specified in the definition of “Revolving Loan Maturity Date” below.

“Additional Arranger” means each of Citibank, N.A., Goldman Sachs Bank USA, Mizuho Bank, Ltd., MUFG Bank, Ltd., TD Securities (USA) LLC, U.S. Bank National Association and Wells Fargo Securities, LLC.

“Additional Arranger Fee Letter” means that certain fee letter agreement, dated as of September 20, 2021, by and among the Borrower, Eversource, and each of the Additional Arrangers.

“Additional Commitment Lender” has the meaning specified in Section 2.16(d).

“Administrative Agent” means Barclays, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

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“Affected Financial Institution” means: (a) any EEA Financial Institution; or (b) any UK Financial Institution.

“Affiliate” means, with respect to any specified Person, another Person that directly, or indirectly through one (1) or more intermediaries, Controls, or is Controlled by or is under common Control with, the Person specified.

“Agency Fee Letter” means that certain fee letter agreement, dated as of September 20, 2021, by and between the Borrower and Barclays.

“Aggregate Revolving Commitments” means the Revolving Commitments of all the Lenders. The aggregate principal amount of the Aggregate Revolving Commitments in effect on the Effective Date is SIX- HUNDRED FIFTY MILLION DOLLARS ($650,000,000).

“Agreement” has the meaning specified in the introductory paragraph hereto.

“Applicable Authority” means the SOFR Administrator, the Term SOFR Administrator, or any Governmental Authority having jurisdiction over the Administrative Agent, over the SOFR Administrator with respect to its publication of SOFR or over the Term SOFR Administrator with respect to its publication of the Term SOFR Screen Rate, in each case of the foregoing, acting in such capacity.

“Applicable Margin” means, with respect to all Revolving Loans, all Swing Line Loans and the Facility Fee, as of any date of determination, the following percentages per annum specified in the table immediately below, based upon the Reference Ratings then in effect:

Pricing Level	Reference Ratings	SOFR Loans	Base Rate Loans	Facility Fee
1	≥ AA- / Aa3	0.690%	0.000%	0.060%
2	A+ / A1	0.800%	0.000%	0.075%
3	A / A2	0.900%	0.000%	0.100%
4	A- / A3	1.000%	0.000%	0.125%
5	BBB+ / Baa1	1.075%	0.075%	0.175%
6	BBB / Baa2	1.275%	0.275%	0.225%
7	≤ BBB- / Baa3	1.475%	0.475%	0.275%

Any increase or decrease in the Applicable Margin resulting from a change in any Reference Rating shall take effect at the time of such change in such Reference Rating. For purposes of the foregoing: (A) in the case of a split in the Reference Ratings of one (1) level, the higher level shall apply; (B) in the case of a split in the Reference Ratings of more than one (1) level, the Reference Rating that is one (1) level lower than the higher level shall apply; and (C) if, at any time, there is no Reference Rating, then Pricing Level 7 shall apply with respect to all Revolving Loans, all Swing Line Loans and the Facility Fee.

“Applicable Percentage” means, with respect to any Lender, as of any date of determination, the percentage (carried out to the ninth (9th) decimal place) of the Aggregate Revolving Commitments represented by such Lender’s Revolving Commitment at such time, subject to adjustment as provided in Section 2.14; provided, that, if (A) the commitment of each Lender to make Revolving Loans has been terminated in its entirety pursuant to Section 9.02, or (B) the Aggregate Revolving Commitments have otherwise expired or been terminated, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect prior to such termination or expiration, as the case may be, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth

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opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Approved Fund” means any Fund that is administered or managed by: (a) a Lender; (b) an Affiliate of a Lender; or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Approving Lenders” has the meaning specified in Section 2.16(e).

“Assignee Group” means two (2) or more Eligible Assignees that are Affiliates of one another, or two

(2)or more Approved Funds managed by the same investment advisor, as the case may be.

“Assignment and Assumption” means an assignment and assumption entered into by and between a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit 11.06 or any other form (including, without limitation, electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.

“Audited Financial Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal years ended December 31, 2018, December 31, 2019 and December 31, 2020, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP.

“Availability Period” means, with respect to the Revolving Commitments, the period from, and including, the Effective Date to, but excluding, the earliest to occur of: (a) the Revolving Loan Maturity Date; and (b) the date of termination in full of the remaining unused portion of the Aggregate Revolving Commitments pursuant to Section 2.05.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means: (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing Law for such EEA Member Country from time to time which is described in the applicable EU Bail-In Legislation Schedule; and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act of 2009 (as amended from time to time), and any other Law applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions, or any affiliates of any of the foregoing (other than through liquidation, administration, or other insolvency proceedings).

“Bank of America” means Bank of America, N.A., and its successors.

“Bankruptcy Code” means Title 11 of the U.S. Code entitled “Bankruptcy”, or any successor statute.

“Barclays” means Barclays Bank PLC, and its successors.

“Base Rate” means, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus one-half of one percent (0.50%), (b) the “prime rate” (as defined below) in effect for such day, and (c) SOFR published on such day on the FRBNY’s website (or any successor source) plus one percent (1.00%); provided, that, notwithstanding anything to the contrary in the foregoing, if the Base Rate shall, at any time, be less than zero percent (0.00%), then the Base Rate shall be deemed to be zero percent (0.00%) for all purposes of this Agreement and each other Loan Document. The “prime rate” is the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the FRB in Federal Reserve Statistical Release H.15 (519)

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(Selected Interest Rates) as the “bank prime loan” rate, or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the FRB (as determined by the Administrative Agent). Any change in the “prime rate” (as defined above) shall take effect at the opening of business on the day specified in the public announcement of such change. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 hereof, then the Base Rate shall be the greater of the foregoing clauses (a) and (b) and shall be determined without reference to the foregoing clause (c).

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. §–1010.230.

“Benefit Plan” means any of: (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA; (b) a “plan” as defined in, and subject to, Section 4975 of the Code; or (c) any Person whose assets include (for purposes of ERISA Section 3(42), or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. §–1841(k)) of such party.

“BofA Securities” means BofA Securities, Inc. (or any of its designated affiliates), and its successors.

“Borrower” has the meaning specified in the introductory paragraph hereto.

“Borrower Materials” has the meaning specified in Section 7.02.

“Borrower Secured Debt” has the meaning specified in the definition of “Reference Ratings” below.

“Borrower Unsecured Debt” has the meaning specified in the definition of “Reference Ratings” below.

“Borrowing” means each of the following: (a) a borrowing of Swing Line Loans pursuant to Section2.03; and (b) a borrowing consisting of simultaneous Loans of the same Type, and, in the case of SOFR Loans, having the same Interest Period, made by each of the Lenders pursuant to Section 2.01.

“Business Day” means any day, other than a Saturday, a Sunday or any other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located or in New York, New York.

“Cash Collateralize” means to pledge and deposit with, or deliver to, the Administrative Agent, for the benefit of the Administrative Agent or the Swing Line Lender (as applicable) and the Lenders, as collateral for Obligations in respect of Swing Line Loans or obligations of Lenders to fund participations in respect of Swing Line Loans, cash or deposit account balances, or, if the Swing Line Lender benefitting from such collateral shall agree in its sole discretion, other credit support, in each case of the foregoing, pursuant to documentation in form and substance reasonably satisfactory to: (a) the Administrative Agent; and (b) the Swing Line Lender. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Certifying Officer” has the meaning specified in Section 7.02(b).

“Change in Law” means the occurrence, after the Effective Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or

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treaty, or in the administration, interpretation, implementation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, that, notwithstanding anything herein to the contrary,

(1)the Dodd-Frank Wall Street Reform and Consumer Protection Act, and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case of this clause (ii), pursuant to Basel III, shall, in each case of the foregoing clauses (i) and (ii), be deemed to be a “Change in Law”, regardless of the date enacted, adopted, implemented or issued.

“Change of Control” means the occurrence of any of the following events:

a.any “person” or “group” (as such terms are used in Section 13(d) and Section 14(d) of the Securities Exchange Act, but excluding any employee benefit plan of such person or its subsidiaries, and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) either: (A) becomes the “beneficial owner” (as defined in Rule 13d–3 and Rule 13d–5 under the Securities Exchange Act, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than fifty percent (50.0%) of the Equity Interests in Eversource entitled to vote for trustees of Eversource (or equivalent governing body of Eversource) on a fully diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or (B) obtains the power (whether or not exercised) to elect a majority of Eversource’s trustees;

b.the board of trustees of Eversource shall not consist of a majority of Continuing Trustees; provided, that, for purposes of this definition of “Change of Control”, the term “Continuing Trustees” means trustees of Eversource on the Effective Date and each other trustee of Eversource, if such other trustee’s nomination for election to the board of trustees of Eversource is recommended by a majority of the then- Continuing Trustees;

c.Eversource shall cease to own and control, of record and beneficially, free and clear of all Liens except for Liens permitted under Section 8.01 of the Eversource Credit Agreement, one hundred percent (100.0%) of the outstanding Equity Interests in the Borrower entitled to vote (currently exercisable, in the case of any preferred Equity Interests) for the election of directors; or

d.the Borrower shall cease to own and control, of record and beneficially, free and clear of all Liens except for Liens permitted under Section 8.01, at least eighty-five percent (85.0%) of the outstanding Equity Interests that are entitled to vote (currently exercisable, in the case of any preferred Equity Interests) for the election of directors of any Principal Subsidiary thereof.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. §–1 et seq.).

“Communication” means, collectively, this Agreement, any other Loan Document and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Loan Document.

“Compliance Certificate” has the meaning specified in Section 7.02(b).

“Conforming Changes” means, with respect to the use and/or administration of, and/or any conventions associated with, Daily Simple SOFR, SOFR, Term SOFR, the Term SOFR Screen Rate and/or any proposed Successor Rate, as applicable, any conforming changes to the definition of “Base Rate” above, the definition of “Business Day” above, the definition of “Daily Simple SOFR” below, the definition of “Interest Period” below, the definition of “SOFR” below, the definition of “Term SOFR” below, the definition of “Term SOFR Screen

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Rate” below, the definition of “U.S. Government Securities Business Day” below, the timing and frequency of determining rates and making payments of interest, and other technical, administrative or operational matters (including, for the avoidance of doubt, the timing of borrowing requests or notices of prepayment, conversion or continuation, the length of lookback periods and the applicability of breakage provisions) as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that (i) the adoption of any portion of such market practice is not administratively feasible, or (ii) no market practice for the administration of such rate exists, in any such case of the foregoing clauses (i) and (ii), then in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Consolidated Capitalization” means, as of any date of determination, the sum of (a) Consolidated Indebtedness as of such date, plus (b) the aggregate of the par value of, or stated capital represented by, the outstanding shares of all classes of common and preferred shares of the Borrower and its Subsidiaries as of such date, but excluding from such calculation, however, amounts identified as “Accumulated Other Comprehensive Income (Loss)” in the financial statements of the Borrower set forth in the Borrower’s Report on SEC Form 10– K or SEC Form 10–Q, as the case may be, most recently filed with the SEC prior to such date, plus (c) the consolidated surplus of the Borrower and its Subsidiaries, paid-in, earned and other capital, if any, as of such date, in each case of the foregoing clauses (a) through (c), as determined on a consolidated basis for the Borrower and its Subsidiaries in accordance with GAAP.

“Consolidated Indebtedness” means, as of any date of determination, Indebtedness of the Borrower and its Subsidiaries on a consolidated basis determined as of such date in accordance with GAAP, but excluding from such calculation, however, in the case of Refinancing Indebtedness, any amounts as to which the Borrower or its Subsidiaries have: (a) in accordance with the terms of the applicable agreements relating to such Indebtedness, and on or prior to the date of incurring such Refinancing Indebtedness, sent to the holders of the Indebtedness to be refinanced, or their trustee, as applicable, a notice of redemption; and (b) within fourteen (14) calendar days after the incurrence of such Refinancing Indebtedness, segregated with the trustee therefor, or with such other financial institution as may be acceptable to the Administrative Agent, in accordance with the terms of the applicable agreements relating to such Indebtedness, sufficient funds to redeem such Indebtedness and fully discharge the Borrower’s obligations with respect thereto.

“Consolidated Indebtedness to Capitalization Ratio” means, as of any date of determination, the ratio of: (a) Consolidated Indebtedness as of such date; to (b) Consolidated Capitalization as of such date.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person, or of any agreement, instrument or other undertaking to which such Person is a party, or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote ten percent (10.0%) or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.

“Covered Entity” means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §–252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §–47.3(b); and (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §–382.2(b).

“Covered Party” has the meaning specified in Section 11.20.

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“Daily Simple SOFR” with respect to any applicable determination date means SOFR published five (5)

U.S. Government Securities Business Days prior to such determination date on the SOFR Administrator’s website (or any successor source).

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means, collectively: (a) any act, event or condition that constitutes an Event of Default; and

(b) any act, event or condition that, with the giving of any notice, the passage of time, or both, would constitute an Event of Default (but, for purposes of clarity in the case of this clause (b), which event or condition, due to the absence of giving of any notice, the lack of passage of time, or both, does not yet constitute an Event of Default).

“Default Rate” means an interest rate equal to (a) the Base Rate, plus (b) the Applicable Margin, if any, applicable to Base Rate Loans, plus (c) two percent (2.00%) per annum; provided, that, with respect to a SOFR Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Loan plus two percent (2.00%) per annum, in each case of the foregoing clauses (a) through (c), to the fullest extent permitted by applicable Laws.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12

C.F.R. §§–252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” means any Lender, as determined by the Administrative Agent, that (a) has failed to perform any of its funding obligations hereunder, including in respect of its Revolving Loans or participations in respect of Swing Line Loans, within three (3) Business Days of the date required to be funded by it hereunder, unless (other than in respect of fundings of participations of Swing Line Loans) such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s good faith determination that one (1) or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, (b) has notified the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect with respect to its funding obligations hereunder (unless (other than in respect of fundings of participations of Swing Line Loans) such writing or public statement, as the case may be, relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), or under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by the Administrative Agent, to confirm, in a manner satisfactory to the Administrative Agent, that it will comply with its funding obligations hereunder (provided, that, such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors, or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, (iii) taken any action in furtherance of, or otherwise indicated its consent to, approval of or acquiescence in, any such proceeding or appointment, or

(iv) become the subject of a Bail-In Action; provided, that, a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interests in that Lender, or any direct or indirect parent company thereof, by a Governmental Authority, so long as such ownership interest does not result in, or provide such Lender with, immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets, or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Such Lender shall cease to be a Defaulting Lender when the provisions of Section 2.14(b) shall have been satisfied.

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“Designated Jurisdiction” means any country, region or territory, to the extent that such country, region or territory is the subject of any Sanction.

“Disclosure Documents” means, for the Borrower and each Principal Subsidiary, as applicable: (a) such Person’s Annual Report on SEC Form 10–K for the fiscal year of such Person ended December 31, 2020; (b) such Person’s Quarterly Report on SEC Form 10–Q for the fiscal quarter of such Person ended June 30, 2021; and (c) such Person’s Current Reports on SEC Form 8–K (if any) that are filed after December 31, 2020 but prior to the Effective Date.

“Dollar” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary that is organized under the Laws of any state of the United States or the District of Columbia.

“DPU” means the Massachusetts Department of Public Utilities, and any successor agency thereto.

“EEA Financial Institution” means: (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority; (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition; or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in the foregoing clauses (a) or (b) and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority, or any Person entrusted with public administrative authority, of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Date” has the meaning specified in the introductory paragraph hereto.

“Electronic Copy” has the meaning specified in Section 11.16(a).

“Electronic Record” and “Electronic Signature” have the meanings specified for such terms, respectively, by 15 USC § 7006.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section11.06(b)(ii) and Section 11.06(b)(iv) (subject to such consents, if any, as may be required under Section11.06(b)(ii)).

“Environmental Laws” means any and all federal, state, local, foreign and other applicable statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any of its Subsidiaries directly or indirectly resulting from, or based upon: (a) violation of any Environmental Law; (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials; (c) exposure to any Hazardous Materials; (d) the release, or threatened release, of any Hazardous Materials into the environment; or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

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“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into, or exchangeable for, shares of capital stock of (or other ownership or profit interests in) such Person, or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or non-voting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974 (29 U.S.C. §–18 et seq.).

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Sections 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code).

“ERISA Event” means: (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, or the treatment of a Pension Plan amendment as a termination under Sections 4041 of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition that constitutes grounds under Section 4042(a)(1)–(a)(3) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan, or a plan in endangered or critical status within the meaning of Section 430, Section 431 and Section 432 of the Internal Revenue Code or Section 303, Section 304 and Section 305 of ERISA, in a manner that would affect the Borrower’s ability to perform its Obligations hereunder; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate in a manner that would affect the Borrower’s ability to perform its Obligations hereunder.

“ESG” has the meaning specified in Section 2.17(a).

“ESG Amendment” has the meaning specified in Section 2.17(a).

“ESG Applicable Rate Adjustments” has the meaning specified in Section 2.17(a).

“ESG Pricing Provisions” has the meaning specified in Section 2.17(a).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Event of Default” has the meaning specified in Section 9.01.

“Eversource” means Eversource Energy, a voluntary association and Massachusetts business trust organized under the laws of the Commonwealth of Massachusetts.

“Eversource Credit Agreement” means that certain Second Amended and Restated Credit Agreement, dated as of the Effective Date, by and among Eversource Energy, Aquarion Water Company of Connecticut, a Connecticut corporation, NSTAR Gas Company, a Massachusetts corporation doing business as Eversource Energy, The Connecticut Light and Power Company, a Connecticut corporation doing business as Eversource Energy, Public Service Company of New Hampshire, a New Hampshire corporation doing business as

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Eversource Energy, Yankee Gas Services Company, a Connecticut corporation doing business as Eversource Energy, and Eversource Gas Company of Massachusetts, a Massachusetts corporation doing business as Eversource Energy, as the Borrowers (as defined therein), the Lenders (as defined therein) from time to time party hereto, and Bank of America, as administrative agent for such lenders (as amended, restated, amended and restated, supplemented, increased, extended, and/or otherwise modified in writing from time to time).

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by, or on account of, any obligation of the Borrower hereunder: (a) Taxes imposed on, or measured by, its overall income (however denominated), and franchise (and similar) Taxes imposed on it (in lieu of income Taxes), (i) by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized, or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, or (ii) as a result of a present or former connection between such recipient and the jurisdiction of the Governmental Authority imposing such Tax (other than a connection arising solely from such recipient having executed, delivered, become a party to, perform its obligations under, received a payment under, received or perfected a security interest under, or engaged in any other transaction pursuant to, or enforced under, any Loan Document); (b) any branch profits Taxes imposed by the United States or any similar Tax imposed by any other jurisdiction in which the Borrower is located; (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 11.13), any United States withholding Tax that is required to be imposed on amounts payable to such Foreign Lender pursuant to the Laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office or changes its place of organization), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment) or change in its place of organization, as the case may be, to receive additional amounts from the Borrower with respect to such withholding Tax pursuant to Section 3.01(a)(i) or Section 3.01(c); (d) Taxes attributable to such recipient’s failure or inability to comply with Section 3.01(e); and (e) any U.S. federal withholding taxes imposed under FATCA.

“Executing Party” has the meaning specified in Section 11.16(a).

“Existing Credit Agreement” means that certain Amended and Restated Credit Agreement, dated as of December 8, 2017 (as amended, restated, amended and restated, supplemented, increased, extended, and/or otherwise modified in writing from time to time prior to the Effective Date), by and among the Borrower, the lenders from time to time party thereto, and Barclays, as administrative agent for such lenders.

“Facility Fee” has the meaning specified in Section 2.08(a).

“FATCA” means Section 1471 through Section 1474 of the Internal Revenue Code, as in effect as of the Effective Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code, any applicable intergovernmental agreements, treaties or conventions implementing any of the foregoing, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any such intergovernmental agreements, treaties or conventions.

“Federal Funds Rate” means, for any day, the rate per annum calculated by the FRBNY based on such day’s federal funds transactions by depository institutions (as determined in such manner as the FRBNY shall set forth on its public website from time to time) and published on the next succeeding Business Day by the FRBNY as the federal funds effective rate; provided, that, if, at any time, the Federal Funds Rate, as so determined, would be less than zero (0.00%), such rate shall be deemed to be zero (0.00%) for all purposes of this Agreement and each other Loan Document.

“Fee Letters” means, collectively, the Joint Fee Letter, the Additional Arranger Fee Letter and the Agency Fee Letter.

“FERC” means the U.S. Federal Energy Regulatory Commission, or any successor agency thereto.

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“Financing Agreements” has the meaning specified in Section 8.09.

“Foreign Lender” means any Lender that is not a U.S. Person.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“FRBNY” means the Federal Reserve Bank of New York (or any successor).

“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans, other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding, or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, consistently applied and as in effect from time to time.

“Governmental Approval” means any authorization, consent, approval, license, permit, certificate, exemption of, or filing or registration with, any Governmental Authority or other legal regulatory body (including, without limitation, the SEC, FERC, the U.S. Nuclear Regulatory Commission, the Connecticut Public Utility Regulatory Authority, the New Hampshire Public Utilities Commission and the DPU) required in connection with: (a) the execution, delivery or performance of any Loan Document; or (b) the nature of the Borrower’s or any Subsidiary’s business as conducted or the nature of the property owned or leased by it.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including the Financial Conduct Authority, the Prudential Regulatory Authority and any supra-national bodies such as the European Union or the European Central Bank).

“Hazardous Materials” means all explosive or radioactive substances or wastes, and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos- containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes, and all other substances or wastes of any nature identified as hazardous, dangerous or toxic and regulated pursuant to any Environmental Law.

“Indebtedness” of any Person means, as of any date, without duplication: (a) all obligations of such Person for borrowed money, or for the deferred purchase price of property or services other than trade accounts payable; (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments (excluding Stranded Cost Recovery Obligations that are non-recourse to such Person); (c) all obligations of such Person upon which interest charges are customarily paid; (d) all obligations under leases that shall have been, or should be, in accordance with GAAP, recorded as capital leases in respect of which such Person is liable as lessee; (e) liabilities in respect of unfunded vested benefits incurred under any Multiemployer Plan that is reasonably likely to result in a direct obligation of the Borrower to pay money; (f) reimbursement obligations of such Person (whether contingent or otherwise) in respect of letters of credit, bankers acceptances, surety or other bonds, and similar instruments that are not cash collateralized; (g) all Indebtedness of others secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person, up to the greater of

(1)the extent of the book value of any such asset so pledged, and (ii) the amount of any liability of such Person

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for any deficiency; and (h) obligations of such Person under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to above.

“Indemnified Taxes” means: (a) Taxes, other than Excluded Taxes imposed on, or with respect to, any payment made by, or on account of, any obligation of the Borrower under any Loan Document; and (b) to the extent not otherwise described in the foregoing clause (a), Other Taxes.

“Indemnitees” has the meaning specified in Section 11.04(b).

“Information” has the meaning specified in Section 11.07.

“Interest Payment Date” means: (a) as to any SOFR Loan, (i) the last day of each Interest Period applicable to such Loan, and (ii) the Revolving Loan Maturity Date, provided, that, if any Interest Period for a SOFR Loan exceeds three (3) months, the respective dates that fall every three (3) calendar months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), (i) the last Business Day of each March, June, September and December, and

(2)the Revolving Loan Maturity Date.

“Interest Period” means, as to each SOFR Loan, the period commencing on the date on which such SOFR Loan is disbursed, or converted to or continued as, a SOFR Loan, as the case may be, and ending on the date that is one (1), three (3) or six (6) months thereafter (in each case, subject to availability), as selected by the Borrower in its Revolving Loan Notice, provided, that:

e.any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day, unless such Business Day falls in another calendar month, in which case, such Interest Period shall end on the next preceding Business Day;

f.any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

g.no Interest Period with respect to any Revolving Loan shall extend beyond the Revolving Loan Maturity Date.

“Interim Financial Statements” means the unaudited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal quarter ended June 30, 2021, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter of the Borrower and its Subsidiaries, prepared in conformity with GAAP (subject to the absence of footnotes and to normal year-end audit adjustments).

“Internal Revenue Code” means the Internal Revenue Code of 1986.

“Internal Revenue Service” means the U.S. Internal Revenue Service, or any successor agency.

“Investment Company Act” means the Investment Company Act of 1940 (15 U.S.C. §§–80a-1, 80a-64 et

seq.).

“Joint Fee Letter” means that certain fee letter agreement, dated as of September 20, 2021, by and among the Borrower, Eversource, Bank of America, BofA Securities and Barclays.

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“Joint Lead Arrangers” means, collectively, BofA Securities, Barclays and each Additional Arranger, each in their capacities as joint lead arrangers and joint bookrunners, in each case of the foregoing, together with their respective successors and assigns.

“KPIs” has the meaning specified in Section 2.17(a).

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case of the foregoing, having the force of law.

“Lenders” means each of the Persons identified as a “Lender” on the signature pages hereto and their respective successors and assigns, and, as the context requires, includes the Swing Line Lender.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, easement, right-of-way or other encumbrance on title to real property, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan” means an extension of credit by a Lender to the Borrower under Article II, in the form of a Revolving Loan or a Swing Line Loan.

“Loan Documents” means, collectively, this Agreement (including the Schedules and Exhibits hereto), each Note, each Fee Letter, each ESG Amendment, and any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.13 of this Agreement.

“Long-Term Indebtedness Approvals” has the meaning specified in the definition of “Revolving Loan Maturity Date” below.

“Material Adverse Effect” means: (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties or financial condition of the Borrower and its Subsidiaries, taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under the Loan Documents, or of the ability of the Borrower to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower of any Loan Document to which it is a party.

“Moody’s” means Moody’s Investors Service, Inc., and any successor thereto.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes, or is obligated to make, contributions, or, during the preceding five (5) plan years, has made, or been obligated to make, contributions.

“Multiple Employer Plan” means a Plan that has two (2) or more contributing sponsors (including, without limitation, the Borrower or any ERISA Affiliate), at least two (2) of whom are not under common control, as such plan is described in Section 4064 of ERISA.

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“Non-Consenting Lender” has the meaning specified in Section 11.13.

“Non-Extending Lender” has the meaning specified in Section 2.16(b).

“Note” or “Notes” means the Revolving Notes and/or the Swing Line Note, individually or collectively, as appropriate.

“Notice Date” has the meaning specified in Section 2.16(b).

“Obligations” means, without duplication, all of the obligations of the Borrower to the Lenders and the Administrative Agent, whenever arising, under this Agreement, any Notes or any of the other Loan Documents.

“OFAC” means the Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Organization Documents” means: (a) with respect to any corporation, the charter or certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating or limited liability agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document. For the avoidance of doubt, “Other Taxes” shall not include any Excluded Taxes.

“Outstanding Amount” means, with respect to any Loans on any date, the aggregate outstanding principal amount thereof, after giving effect to any borrowings and prepayments or repayments of any Loans occurring on such date.

“Overnight Rate” means, for any day, with respect to any amount denominated in Dollars, the greater of: (a) the Federal Funds Rate; and (b) an overnight rate determined by the Administrative Agent or the Swing Line Lender, as applicable, in accordance with banking industry rules on interbank compensation.

“Participant” has the meaning specified in Section 11.06(d).

“Participant Register” has the meaning specified in Section 11.06(d).

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Pub. L. §–107–56).

“PBGC” means the U.S. Pension Benefit Guaranty Corporation, as referred to and defined in ERISA, and any successor entity performing similar functions.

“Pension Funding Rules” means the rules of the Internal Revenue Code and ERISA regarding minimum required contributions (including any installment payment thereof) with respect to Pension Plans and set forth in Section 412, Section 430, Section 431, Section 432 and Section 436 of the Internal Revenue Code and Section 302, Section 303, Section 304 and Section 305 of ERISA.

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“Pension Plan” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA) (including, without limitation, a Multiple Employer Plan or a Multiemployer Plan) that is maintained, or is contributed to, by the Borrower and any ERISA Affiliate, or with respect to which the Borrower or any ERISA Affiliate has any liability, and is either covered by Title IV of ERISA or is subject to minimum funding standards under Section 412 of the Internal Revenue Code.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” (as defined in Section 3(3) of ERISA) (including, without limitation, a Pension Plan), maintained for employees of the Borrower or any ERISA Affiliate, or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees.

“Platform” has the meaning specified in Section 7.02.

“Prepayment Notice” means a notice of prepayment pursuant to Section 2.04(a), which shall be substantially in the form of Exhibit 2.04 or such other form as may be reasonably approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer.

“Principal Subsidiary” means: (a) each Subsidiary of the Borrower that, during any fiscal quarter of the Borrower, represents, with respect to the Borrower and its Subsidiaries, taken as a whole, at least (i) ten percent (10.0%) of the Borrower’s consolidated assets (calculated as an average of such consolidated assets over the preceding four (4) fiscal quarters), and (ii) ten percent (10.0%) of the Borrower’s consolidated net income (or loss) (calculated as a sum of such net income (or loss) over the preceding four (4) fiscal quarters), whether such Subsidiary is owned, directly or indirectly, by the Borrower; and (b) any Person deemed to be a “Principal Subsidiary” pursuant to Section 8.02.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public Lender” has the meaning specified in Section 7.02.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. §–5390(c)(8)(D).

“QFC Credit Support” has the meaning specified in Section 11.20.

“Recipient” means the Administrative Agent, any Lender, or any other recipient of any payment to be made by, or on account of, any obligation of the Borrower hereunder.

“Reference Ratings” means the rating(s) assigned by S&P and/or Moody’s to the long-term senior unsecured, non-credit enhanced debt of the Borrower (the “Borrower Unsecured Debt”), provided, that:

(1)if neither S&P nor Moody’s maintains a rating on the Borrower Unsecured Debt, whether because no Borrower Unsecured Debt is outstanding or otherwise, then, in such circumstance, the “Reference Ratings” shall, for all purposes of this Agreement and the other Loan Documents, be determined (subject to the proviso to this clause (a)) based on the rating(s) assigned by S&P and/or Moody’s, as applicable, to the long-term senior secured debt of the Borrower (the “Borrower Secured Debt”); provided, that, in such circumstance, the “Reference Ratings” shall be, and be deemed to be, the rating(s) that are one (1) rating category lower than such assigned Borrower Secured Debt rating(s) by S&P and/or Moody’s, as applicable (e.g., a Borrower Secured Debt rating of “AA-” or “Aa3” shall, in such circumstance, yield a corresponding Reference Rating of “A+” or “A1”, as applicable, and a

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Borrower Secured Debt rating of “A-” or “A3” shall, in such circumstance, yield a corresponding Reference Rating of “BBB+” or “Baa1”, as applicable); and

(2)if (i) neither S&P nor Moody’s maintains a rating on the Borrower Unsecured Debt, whether because no Borrower Unsecured Debt is outstanding or otherwise, and (ii) neither S&P nor Moody’s maintains a rating on the Borrower Secured Debt, whether because no Borrower Secured Debt is outstanding or otherwise, then, in such circumstance, the “Reference Ratings” shall, for all purposes of this Agreement and the other Loan Documents, be based on the Borrower’s long-term corporate/issuer rating(s) as maintained by S&P and/or Moody’s, as applicable, if any such rating(s) exist.

“Refinancing Indebtedness” means Consolidated Indebtedness incurred for the purpose of refinancing existing Consolidated Indebtedness.

“Register” has the meaning specified in Section 11.06(c).

“Regulation T” means Regulation T of the FRB, as the same may be in effect from time to time, and any successor regulations.

“Regulation U” means Regulation U of the FRB, as the same may be in effect from time to time, and any successor regulations.

“Regulation X” means Regulation X of the FRB, as the same may be in effect from time to time, and any successor regulations.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, consultants, service providers and representatives of such Person and of such Person’s Affiliates.

“Removal Effective Date” has the meaning specified in Section 10.06(b).

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) calendar day notice period has been waived.

“Request for Borrowing” means: (a) with respect to a Borrowing, conversion or continuation of Revolving Loans, a Revolving Loan Notice; and (b) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than fifty percent (50.0%) of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided, that, the amount of any participation in any Swing Line Loan that such Defaulting Lender has failed to fund that have not been reallocated to, and funded by, another Lender shall be deemed to be held by the Lender that is the Swing Line Lender in making such determination.

“Rescindable Amount” has the meaning specified in Section 2.11(f)(i).

“Resignation Effective Date” has the meaning specified in Section 10.06(a).

“Resolution Authority” means an EEA Resolution Authority, or, with respect to any UK Financial Institution, a UK Resolution Authority.

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“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller (or other officer of substantially equivalent title and authority as any of the foregoing) of the Borrower, and, solely for purposes of the delivery of certificates pursuant to Section 5.01, the secretary or any assistant secretary (or other officer of substantially equivalent title and authority) of the Borrower. Any document delivered hereunder that is signed by a Responsible Officer of the Borrower shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of the Borrower, and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Borrower.

“Revolving Commitment” means, as to each Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.01, and (b) purchase participations in Swing Line Loans, in an aggregate principal amount, at any one time outstanding, not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as the case may be, as such amount may be adjusted from time to time in accordance with this Agreement.

“Revolving Credit Exposure” means, as to any Lender at any time, the sum of: (a) the aggregate Outstanding Amount of such Lender’s Revolving Loans at such time; plus (b) such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time.

“Revolving Loan” has the meaning specified in Section 2.01.

“Revolving Loan Notice” means a notice of (a) a Borrowing of Revolving Loans, (b) a conversion of Revolving Loans from one (1) Type to the other, or (c) a continuation of SOFR Loans, in each case of the foregoing, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit 2.02 or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“Revolving Loan Maturity Date” means (a) the later to occur of (i) October 15, 2026, and (ii) with respect to some or all of the Lenders (as applicable) if the Revolving Loan Maturity Date has been extended pursuant to Section 2.16, such extended Revolving Loan Maturity Date, or (b) such earlier date on which the Loans shall have become due and payable pursuant to the terms of this Agreement; provided, that, (A) if the Borrower is unable to obtain all required Governmental Approvals, such approvals to be reasonably satisfactory to the Administrative Agent, for the Borrower’s incurrence of indebtedness that, by its terms, is payable more than one (1) year from the date of incurrence thereof (collectively, “Long-Term Indebtedness Approvals”) prior to the initial making of any Loan hereunder, then the Revolving Loan Maturity Date shall instead be the date that is the 364th calendar day to occur following the date of Borrowing of such initial Loan hereunder (the “364-Day Maturity Date”), provided, that, notwithstanding anything to the contrary in the foregoing, in no event shall the 364-Day Maturity Date be later than the Revolving Loan Maturity Date as determined in accordance with the foregoing clause (a), and (B) if the Borrower shall obtain such Long-Term Indebtedness Approvals prior to the 364-Day Maturity Date, then, at the request of the Borrower, but, in any event, provided, that, (I) no Default or Event of Default then exists, and (II) the representations and warranties contained in Article VI (other than in Section 6.05(c) and Section 6.06) or in any other Loan Document shall be true and correct in all material respects on, and as of, such date, then, in any such case of the foregoing of this clause (B), such 364-Day Maturity Date shall automatically be extended to the extent permitted by such Governmental Approvals, provided, further, that, in no event shall such 364-Day Maturity Date be extended to a date that is later than the Revolving Loan Maturity Date as determined in accordance with the foregoing clause (a).

“Revolving Note” has the meaning specified in Section 2.10(a).

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto.

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“Sanctions” means any international economic sanction administered or enforced by the U.S. government (including, without limitation, OFAC), the United Nations Security Council, the European Union, His Majesty’s Treasury or other relevant sanctions authority.

“Scheduled Unavailability Date” has the meaning specified in Section 3.03(b)(ii).

“SEC” means the U.S. Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Securities Exchange Act” means the Securities Exchange Act of 1934 (15 U.S.C. §–78a et seq.).

“SOFR” means the Secured Overnight Financing Rate as administered by the SOFR Administrator.

“SOFR Adjustment” means 0.100% (10.0 basis points) per annum.

“SOFR Administrator” means the FRBNY, as the administrator of SOFR, or any successor administrator of SOFR designated by the FRBNY or other Person acting as the SOFR Administrator at such time that is satisfactory to the Administrative Agent.

“SOFR Loan” means a Loan that bears interest based on Term SOFR.

“Solvent” or “Solvency” means, with respect to any Person as of a particular date, that, on such date: (a) such Person is able to pay its debts and other liabilities, including contingent obligations as they mature; (b) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute unreasonably small capital; (c) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person; and (d) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Stranded Cost Recovery Obligations” means, with respect to any Person, such Person’s obligations to make principal, interest or other payments to the issuer of stranded cost recovery bonds pursuant to a loan agreement or similar arrangement whereby the issuer has loaned the proceeds of such bonds to such Person.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of Voting Stock is, at the time of determination, beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one (1) or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Successor Rate” has the meaning specified in Section 3.03(b).

“Supported QFC” has the meaning specified in Section 11.20.

“Sustainability Coordinators” means, collectively, (a) Barclays, and (b) BofA Securities, each in its capacity as a co-sustainability coordinator.

“Sustainability Linked Loan Principles” means the Sustainability Linked Loan Principles (as published in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association).

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“Swap Contract” means: (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement; and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement, but excluding in all instances obligations under default service and standard offer power supply agreements entered into in the ordinary course of business.

“Swap Obligation” means, with respect to the Borrower, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swap Termination Value” means, in respect of any one (1) or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts: (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s); and (b) for any date prior to the date referenced in the foregoing clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one (1) or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Lender” means Barclays, in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.03(a).

“Swing Line Loan Notice” means a notice of a Borrowing of Swing Line Loans pursuant to Section2.03(b), which shall be substantially in the form of Exhibit 2.03 or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer.

“Swing Line Note” has the meaning specified in Section 2.10(a).

“Swing Line Sublimit” means an amount equal to the lesser of: (a) Fifty Million Dollars ($50,000,000); and (b) the Aggregate Revolving Commitments. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.

“Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan, or similar off-balance sheet financing arrangement whereby the arrangement is considered borrowed money indebtedness for tax purposes but is classified as an operating lease, or does not otherwise appear on a balance sheet under GAAP.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

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“Term SOFR” means, for any applicable Interest Period, the rate per annum equal to the sum of: (a) the Term SOFR Screen Rate determined two (2) U.S. Government Securities Business Days prior to the date of commencement of such Interest Period, with a term equivalent to such Interest Period, provided, that, if the Term SOFR Screen Rate is not published prior to 11:00 a.m. on such date of determination, then the Term SOFR Screen Rate determined on the first (1st) U.S. Government Securities Business Day immediately prior thereto shall be utilized for purposes of this clause (a); plus (b) the SOFR Adjustment. Notwithstanding anything to the contrary in the foregoing or elsewhere in this Agreement or in any other Loan Document, if, at any time, Term SOFR determined in accordance with the foregoing of this definition is less than zero percent (0.00%) per annum, then Term SOFR shall be deemed to equal zero percent (0.00%) per annum for all purposes of this Agreement and the other Loan Documents.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited, as the administrator of the Term SOFR Screen Rate, or any successor administrator of the Term SOFR Screen Rate designated by CME Group Benchmark Administration Limited or other Person acting as the Term SOFR Administrator at such time that is satisfactory to the Administrative Agent.

“Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by the Term SOFR Administrator and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).

“Threshold Amount” means Fifty Million Dollars ($50,000,000).

“Total Credit Exposure” means, as to any Lender at any time, the unused Revolving Commitments and Revolving Credit Exposure of such Lender at such time.

“Total Revolving Outstandings” means, at any time, the aggregate Outstanding Amount of: (a) all Revolving Loans at such time; and (b) all Swing Line Loans at such time.

“Type” means, with respect to any Loan, its character as a Base Rate Loan or a SOFR Loan.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“U.S.” and “United States” mean the United States of America.

“U.S. Government Securities Business Day” means any Business Day, except any Business Day on which any of the Securities Industry and Financial Markets Association, the New York Stock Exchange or the FRBNY is not open for business because such day is a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable.

“U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Internal Revenue Code.

“U.S. Special Resolution Regime” has the meaning specified in Section 11.20.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(III).

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“Voting Stock” means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.

“Write-Down and Conversion Powers” means: (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule; and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution, or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it, or to suspend any obligation in respect of that liability, or any of the powers under that Bail-In Legislation that are related or ancillary to any of those powers.

SECTION 1.02    Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(1)The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “, without limitation,”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. In computation of periods of time from a specified date to a later specified date, unless otherwise specified, the word “from” shall mean “from, and including,”, and the word “to” shall mean “to, but excluding”. In addition, unless the context requires otherwise:

(a)any definition of, or reference to, any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as it was originally executed, or as it may from time to time be amended, restated, amended and restated, supplemented, increased, extended, refinanced, renewed, replaced, and/or otherwise modified in writing, as applicable (subject to any restrictions on such amendments, restatements, amendments and restatements, supplements, increases, extensions, refinancings, renewals, replacements, and/or other written modifications set forth herein);

(b)any reference in any Loan Document to any Person shall be construed to include such Person’s successors and permitted assigns;

(c)the words “hereto”, “herein”, “hereof” and “hereunder”, and words of similar import, when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety, and not to any particular provision hereof or thereof;

(d)all references in a Loan Document to Articles, Sections, Exhibits and/or Schedules shall be construed to refer to Articles, Sections, Exhibits and/or Schedules, as applicable, to or of the Loan Document in which such references appear;

(e)all references contained in a Section to clauses or definitions occurring “above” or “below” shall refer to the applicable clause of, or definition set forth in, such Section, and all general references contained in a Section or clause thereof to “the above” or “the below” shall refer, collectively, to all provisions of such Section or clause, as applicable, occurring prior to or after, as applicable, the occurrence of such general reference;

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(f)any definition of, or reference to, any Law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing, and/or interpreting such Law, and any definition of, or reference to, any Law shall, unless otherwise specified, refer to such Law as amended, modified, and/or supplemented from time to time; and

(g)the words “asset” and “property” shall be construed to have the same meaning and effect, and to refer to any and all real and personal, tangible and intangible assets and/or properties, including, without limitation, cash, securities, accounts and contract rights.

(2)Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(3)Any reference in any Loan Document to a merger, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder or thereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

SECTION 1.03    Accounting Terms.

(1)Generally. Except as otherwise specifically prescribed herein, all accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements; provided, that, calculations of attributable Indebtedness under any Synthetic Lease or the implied interest component of any Synthetic Lease shall be made by the Borrower in accordance with accepted financial practice and consistent with the terms of such Synthetic Lease.

(2)Changes in GAAP. If, at any time, any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); providedthat, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP, and (iii) all liability amounts shall be determined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each case of the foregoing, to the extent that such liability, asset, amortization or interest, as the case may be, pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015.

(3)FASB ASC 825 and FASB ASC 470–20. Notwithstanding anything to the contrary in the foregoing, for purposes of determining compliance with any covenant (including, without limitation,

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the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at one hundred percent (100.0%) of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470–20 on financial liabilities shall be disregarded.

SECTION 1.04    Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one (1) place more than the number of places by which such ratio is expressed herein, and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

SECTION 1.05    Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

SECTION 1.06    Interest Rates. The Administrative Agent does not warrant, nor accept responsibility for, nor shall the Administrative Agent have any liability with respect to, the administration, submission and/or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for, or successor to, any such rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing), or as to the effect of any of the foregoing, or of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the selection, determination, or calculation of any rate (or component thereof) provided by any such information source or service.

ARTICLE II

THE COMMITMENTS AND BORROWINGS

SECTION 2.01    Revolving Commitments. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Revolving Loan”) to the Borrower, in Dollars, from time to time on any Business Day during the Availability Period, in an aggregate amount not to exceed, at any time outstanding, the amount of such Lender’s Revolving Commitment; provided, that, after giving effect to any Borrowing of Revolving Loans, (a) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (b) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment. Within the limits of each Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under Section 2.04, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or SOFR Loans, or a combination thereof, as further provided herein; provided, that, notwithstanding anything to the contrary in the foregoing, all Borrowings made on the Effective Date shall be made as Base Rate Loans.

SECTION 2.02    Borrowings, Conversions and Continuations of Loans.

(1)Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may

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be given by: (i) a Revolving Loan Notice; or (ii) telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. on: (A) the date that is three (3) Business Days prior to the requested date of any Borrowing of, or conversion to or continuation of, SOFR Loans, or of any conversion of SOFR Loans to Base Rate Loans prior to the end of the applicable Interest Period; and (B) the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this clause (a) must be confirmed promptly by delivery to the Administrative Agent of a Revolving Loan Notice. Each Borrowing of, or conversion to or continuation of, SOFR Loans shall be in a minimum principal amount of Five Million Dollars ($5,000,000), or, if greater, in a whole multiple of One Million Dollars ($1,000,000) in excess thereof. Except as provided in Section 2.03(c), each Borrowing of, or conversion to, Base Rate Loans shall be in a minimum principal amount of Five Million Dollars ($5,000,000), or, if greater, in a whole multiple of One Million Dollars ($1,000,000) in excess thereof. Each Revolving Loan Notice and each telephonic notice shall specify: (I) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of SOFR Loans; (II) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day); (III) the principal amount of Loans to be borrowed, converted or continued, as the case may be; (IV) the Type of Loans to be borrowed, or to which existing Loans are to be converted; and (V) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of a Loan in a Revolving Loan Notice, or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable SOFR Loans. If the Borrower requests a Borrowing of, or conversion to or continuation of, SOFR Loans in any Revolving Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.

(2)Following receipt of a Revolving Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans, and, if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans as described in the foregoing clause (a). In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent, in immediately available funds, at the Administrative Agent’s Office by not later than 1:00 p.m. on the Business Day specified in the applicable Revolving Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Borrowing is the initial Borrowing, Section 5.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent, either by (i) crediting the account of the Borrower on the books of Barclays with the amount of such funds, or

(ii) wire transfer of such funds, in each case of the foregoing clauses (b)(i) and (b)(ii), in accordance with instructions provided to (and acceptable to) the Administrative Agent by the Borrower.

(3)Except as otherwise provided herein, a SOFR Loan may be continued or converted only on the last day of the applicable Interest Period for such SOFR Loan. During the existence of a Default or an Event of Default, no Loans may be requested as, or converted to or continued as, SOFR Loans without the consent of the Required Lenders.

(4)The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for SOFR Loans upon the determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in the “prime rate” (as defined within the definition of “Base Rate” in Section 1.01) used in determining the Base Rate promptly following the public announcement of such change.

(5)After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than eight (8) Interest Periods in effect with respect to all Loans.

(6)Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan

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modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.

(7)With respect to Daily Simple SOFR, SOFR, Term SOFR and/or the Term SOFR Screen Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided, that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

SECTION 2.03    Swing Line Loans.

(1)Swing Line Facility. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, shall make loans (each such loan, a “Swing Line Loan”) to the Borrower, in Dollars, from time to time on any Business Day during the Availability Period, in an aggregate amount not to exceed, at any time outstanding, the amount of the Swing Line Sublimit; provided, that, (i) after giving effect to any Swing Line Loan, (A) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, and (B) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, and (ii) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.03, prepay under Section 2.04, and reborrow under this Section 2.03. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of: (I) such Lender’s Applicable Percentage; multiplied by (II) the amount of such Swing Line Loan.

(2)Borrowing Procedures. Each Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by:

(i) a Swing Line Loan Notice; or (ii) telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent by not later than 2:00 p.m. on the requested borrowing date, and shall specify: (A) the amount to be borrowed, which shall be in a minimum principal amount of Five-Hundred Thousand Dollars ($500,000) or, if greater, in an integral multiple of One-Hundred Thousand Dollars ($100,000) in excess thereof; and (B) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (I) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the foregoing proviso clause (a)(i), or (II) that one (1) or more of the applicable conditions specified in Article V is not then satisfied, then, in any such case of the foregoing clauses (b)(I) or (b)(II), subject to the terms and conditions hereof, the Swing Line Lender will, by not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower.

(3)Refinancing of Swing Line Loans.

(a)The Swing Line Lender, at any time in its sole discretion, may request, on behalf of the Borrower (which hereby irrevocably requests and authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable

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Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Revolving Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the conditions set forth in Section 5.02 (other than the delivery of a Revolving Loan Notice); provided, that, after giving effect to such Borrowing, the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Revolving Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Revolving Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office by not later than 1:00 p.m. on the date specified in such Revolving Loan Notice, whereupon, subject to the below clause(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(b)If, for any reason, any Swing Line Loan cannot be refinanced by such a Borrowing of Revolving Loans in accordance with the foregoing clause (c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan, and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to the foregoing clause (c)(i) shall be deemed payment in respect of such participation.

(c)If any Lender fails to make available to the Administrative Agent, for the account of the Swing Line Lender, any amount required to be paid by such Lender pursuant to the foregoing provisions of this clause (c) by the time specified in the foregoing clause (c)(i), then the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount, with interest thereon for the period from, and including, the date such payment is required to, and including, the date on which such payment is immediately available to the Swing Line Lender, at a rate per annum equal to the Overnight Rate. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (c)(iii) shall be conclusive absent manifest error.

(d)Each Lender’s obligation to make Revolving Loans, or to purchase and fund risk participations in Swing Line Loans, pursuant to this clause (c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any setoff, counterclaim, recoupment, defense, or other right that such Lender may have against the Swing Line Lender, the Borrower, or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or an Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, that, notwithstanding anything to the contrary in the foregoing, each Lender’s obligation to make Revolving Loans pursuant to this clause (c) is subject to the conditions set forth in Section 5.02. No such purchase or funding of risk participations shall relieve, or otherwise impair, the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

(4)Repayment of Participations.

(a)At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.

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(b)If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from, and including, the date of such demand to, and including, the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause (d) shall survive the payment in full of the Obligations and the termination thereof.

(5)Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Lender funds its Revolving Loans that are Base Rate Loans or risk participation pursuant to this Section 2.03 to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be payable solely for the account of the Swing Line Lender.

(6)Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

SECTION 2.04    Prepayments.

(1)Voluntary Prepayments.

(a)Revolving Loans. The Borrower may, upon delivery of a Prepayment Notice from the Borrower to the Administrative Agent, at any time or from time to time, voluntarily prepay Revolving Loans, in whole or in part, without premium or penalty; provided, that, (A) such Prepayment Notice must be received by the Administrative Agent by not later than 11:00 a.m. on (I) the date that is three

(3)Business Days prior to any date of prepayment of any SOFR Loans (prior to the end of an applicable Interest Period), and (II) the date of prepayment of any Base Rate Loans, (B) any such prepayment of SOFR Loans shall be in a minimum principal amount of Two Million Dollars ($2,000,000), or, if greater, in a whole multiple of One Million Dollars ($1,000,000) in excess thereof (or, if less, the entire principal amount thereof then outstanding), and (C) any prepayment of Base Rate Loans shall be in a minimum principal amount of One Million Dollars ($1,000,000), or, if greater, in a whole multiple of Five-Hundred Thousand Dollars ($500,000) in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such Prepayment Notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such Prepayment Notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such Prepayment Notice is given by the Borrower, the Borrower shall make such prepayment, and the payment amount specified in such Prepayment Notice shall be due and payable, on the date specified therein. Any prepayment of a SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.

(b)Swing Line Loans. The Borrower may, upon delivery of a Prepayment Notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans, in whole or in part, without premium or penalty; provided, that,

(1)such Prepayment Notice must be received by the Swing Line Lender and the Administrative Agent by not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of Five-Hundred Thousand Dollars ($500,000), or, if greater, in a whole multiple of One-Hundred Thousand Dollars ($100,000) in excess thereof (or, if less, the entire principal thereof then outstanding). Each such Prepayment Notice shall specify the date and amount of such prepayment. If such Prepayment Notice is given by the Borrower, the Borrower shall make such

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prepayment, and the payment amount specified in such Prepayment Notice shall be due and payable, on the date specified therein.

(2)Mandatory Prepayments of Loans.

(c)Revolving Commitments. If, for any reason, the Total Revolving Outstandings, at any time, exceed the Aggregate Revolving Commitments then in effect, then the Borrower shall immediately prepay Revolving Loans and/or the Swing Line Loans in an aggregate amount equal to such excess.

(d)Application of Mandatory Prepayments. All amounts required to be paid pursuant to the foregoing clause (b)(i) shall be applied ratably to Revolving Loans and Swing Line Loans. Within the parameters of the applications set forth above, prepayments shall be applied, (A) first, to Base Rate Loans, and (B) then, to SOFR Loans, in direct order of Interest Period maturities. All prepayments under this clause (b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

SECTION 2.05    Termination or Reduction of Aggregate Revolving Commitments.

(1)Optional Reductions. The Borrower shall have the right, at any time during the Availability Period, upon at least three (3) Business Days’ prior notice to the Administrative Agent, to terminate in whole or, upon same day notice, from time to time to permanently reduce, ratably in part, the unused portion of the Aggregate Revolving Commitments; provided, that, (A) each partial reduction shall be in a minimum aggregate amount of Five Million Dollars ($5,000,000), or, if greater, in an integral multiple of One Million Dollars ($1,000,000) in excess thereof, with each such notice of termination or reduction being irrevocable, and (B) if, after giving effect to any such reduction, the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess. Any Aggregate Revolving Commitment reduced or terminated pursuant to this Section 2.05 may not be reinstated.

(2)Notice. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Swing Line Sublimit or the Aggregate Revolving Commitments under this Section 2.05. Upon any reduction of the Aggregate Revolving Commitments, the Revolving Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees in respect of the Aggregate Revolving Commitments accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

SECTION 2.06    Repayment of Loans.

(1)Revolving Loans. The Borrower shall repay to the Lenders, on the Revolving Loan Maturity Date, the aggregate principal amount of all Revolving Loans outstanding on such date.

(2)Swing Line Loans. The Borrower shall repay to the Swing Line Lender the principal amount of each Swing Line Loan on the earlier to occur of: (i) the date that is one (1) Business Day after the date of demand therefor by the Swing Line Lender; and (ii) the Revolving Loan Maturity Date.

SECTION 2.07    Interest.

(1)Subject to the provisions of clause (b) below: (i) each SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period, at a rate per annum equal to the sum of (A) Term SOFR for such Interest Period, plus (B) the Applicable Margin; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date, at a rate per annum equal to (A) the Base Rate, plus (B) the Applicable Margin; and (iii) each Swing Line Loan shall bear interest on the

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outstanding principal amount thereof from the applicable borrowing date, at a rate per annum equal to (A) the Base Rate, plus (B) the Applicable Margin.

(b)

(e)If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, all outstanding Obligations shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate, to the fullest extent permitted by applicable Laws.

(f)If any amount (other than principal of any Loan) is not paid when due (after giving effect to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then, upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate, to the fullest extent permitted by applicable Laws.

(g)Accrued and unpaid interest on past due amounts (including, without limitation, interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

SECTION 2.08    Fees.

(1)Facility Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentage, a facility fee (the “Facility Fee”) at a rate per annum equal to the product of: (i) the Facility Fee rate in effect at such time, as specified in the definition of “Applicable Margin” in Section 1.01; multiplied by (ii) the Aggregate Revolving Commitments. The Facility Fee shall accrue at all times during the Availability Period, including at any time during which one (1) or more of the conditions set forth in Article V is not met, and shall be due and payable quarterly in arrears on (A) the last Business Day of each March, June, September and December, commencing with the first (1st) such date to occur after the Effective Date, and (B) the Revolving Loan Maturity Date; provided, that, each Defaulting Lender shall be entitled to receive fees payable under this clause (a) for any period during which that Lender is a Defaulting Lender only to extent allocable to the outstanding principal amount of the Loans funded by it. The Facility Fee shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect.

(2)Fee Letters. The Borrower shall pay to the Joint Lead Arrangers and the Administrative Agent, for their own respective accounts, fees in the amounts and at the times specified in the applicable Fee Letter(s). Such fees shall be fully earned when paid and shall be non-refundable for any reason whatsoever.

SECTION 2.09    Computation of Interest and Fees. All computations of interest for Base Rate Loans determined by reference to clause (b) of the definition of “Base Rate” in Section 1.01 shall be made on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed. All other computations of fees and interest (including, without limitation, computations of interest for Base Rate Loans determined by reference to clauses (a) and (c) of the definition of “Base Rate” in Section 1.01) shall be made on the basis of a 360-day year and the actual number of days elapsed (which, for purposes of clarity, results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan, or such portion, is paid; provided, that, any Loan that is repaid on the same day on

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which it is made shall, subject to Section 2.11(a), bear interest for one (1) calendar day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

SECTION 2.10    Evidence of Debt.

(1)The Borrowings made by each Lender shall be evidenced by one (1) or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Borrowings made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record, or any error in doing so, shall not, however, limit, or otherwise affect, the obligation of the Borrower hereunder to pay any amount owing with respect to the Loans. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a promissory note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each such promissory note shall: (i) in the case of Revolving Loans, be in the form of Exhibit 2.10–A (a “Revolving Note”); and (ii) in the case of Swing Line Loans, be in the form of Exhibit 2.10–B (a “Swing Line Note”). Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(2)In addition to the accounts and records referred to in the foregoing clause (a), each Lender and the Administrative Agent shall maintain, in accordance with its usual practice, accounts or records evidencing the purchases and sales by such Lender of participations in Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

SECTION 2.11    Payments Generally; Administrative Agent’s Clawback.

(1)General. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office, in Dollars and in immediately available funds, by not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. on such specified date shall be deemed to be received on the next succeeding Business Day, and any applicable interest or fee shall continue to accrue. Subject to the definition of “Interest Period” in Section 1.01, if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b)

(h)Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender, prior to the proposed date of any Borrowing of SOFR Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 p.m. (noon) on the date of such Borrowing), that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of any Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with, and at the time required by,

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Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not, in fact, made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent, forthwith on demand, such corresponding amount in immediately available funds, with interest thereon for each day from, and including, the date on which such amount is made available to the Borrower to, but excluding, the date of payment to the Administrative Agent, at: (A) in the case of a payment to be made by such Lender, the Overnight Rate; and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(i)Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower, prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder, that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith, and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not, in fact, made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent, forthwith on demand, the amount so distributed to such Lender in immediately available funds, with interest thereon for each day from, and including, the date on which such amount is distributed to it to, but excluding, the date of payment to the Administrative Agent, at the Overnight Rate.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this clause (b) shall be conclusive, absent manifest error.

(3)Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article V are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall promptly return such funds (in like funds as received from such Lender) to such Lender, without interest.

(4)Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans, to fund participations in Swing Line Loans, and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation, or to make any payment under Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation, or to make its payment under Section 11.04(c).

(5)Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner, or to constitute a representation by any Lender that it has obtained, or will obtain, the funds for any Loan in any particular place or manner.

(6)Erroneous Payments.

(a)With respect to any payment that the Administrative Agent makes for the account of the Lenders (or any of them) hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following circumstances applies

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(any such payment being referred to as the “Rescindable Amount”), (A) the Borrower has not in fact made such payment, (B) the Administrative Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed), or (C) the Administrative Agent has, for any reason, otherwise erroneously made such payment, then, in any such case of the foregoing clauses (f)(i)(A) through (f)(i)(C), each of the Lenders, to the extent at any time in receipt of any such amount(s) (or portion thereof), severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount (or portion thereof) so distributed or made available to such Lender, in immediately available funds with interest thereon, for each day from, and including, the date on which such amount (or portion thereof) is distributed or made available to it to, but excluding, the date of payment of the Rescindable Amount (or portion thereof) to the Administrative Agent, at the Overnight Rate.

(b)A notice from the Administrative Agent to any Lender or the Borrower with respect to any amount(s) owing pursuant to the foregoing clause (f)(i) shall be conclusive and binding, absent manifest error.

SECTION 2.12    Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of, or interest on, any of the Loans made by it, or the participations in Swing Line Loans held by it (excluding any amounts applied by the Swing Line Lender to outstanding Swing Line Loans) resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon that is greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and sub-participations in Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of, and accrued interest on, their respective Loans and other amounts owing to them, provided, that:

(1)if any such participations or sub-participations are purchased and all, or any portion, of the payment giving rise thereto is recovered, such participations or sub-participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(2)the provisions of this Section 2.12 shall not be construed to apply to (A) any payment made by, or on behalf of, the Borrower pursuant to, and in accordance with, the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 2.13, or (C) any payment obtained by a Lender as consideration for the assignment of, or sale of a participation in, any of its Loans or sub- participations Swing Line Loans to any assignee or participant, other than an assignment to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.12 shall apply).

The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation, as fully as if such Lender were a direct creditor of the Borrower, in the amount of such participation.

SECTION 2.13    Cash Collateral.

(1)Certain Credit Support Events. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent or the Swing Line Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.14(a)(iv) and any Cash Collateral provided by the Defaulting Lender).

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(2)Grant of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at the Administrative Agent. The Borrower, and, to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent and the Lenders (including the Swing Line Lender), and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to the below clause (c). If, at any time, the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

(3)Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.13, Section 2.03, or Section 2.14 in respect of Swing Line Loans shall be held and applied in satisfaction of the specific Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation), and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided herein.

(4)Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, that, (A) that Cash Collateral furnished by, or on behalf of, the Borrower shall not be released during the continuance of a Default or an Event of Default (and, following application as provided in this Section 2.13, may be otherwise applied in accordance with Section 9.03), and (B) the Person providing Cash Collateral and the Swing Line Lender may agree that Cash Collateral shall not be released, but instead held to support future anticipated Fronting Exposure or other obligations.

SECTION 2.14    Defaulting Lenders.

(1)Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(a)Waivers and Amendment. The Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 11.01.

(b)Reallocation of Payments. Any payment of principal, interest, fees or other amount received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 11.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows, (A) first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder, (B)second, to the payment, on a pro rata basis, of any amounts owing by that Defaulting Lender to the Swing Line Lender hereunder, (C) third, if so determined by the Administrative Agent or requested by the Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan, (D) fourth, as the Borrower may request (so long as no Default or Event of Default then exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by

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the Administrative Agent, (E) fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement, (F) sixth, to the payment of any amounts owing to the Lenders, the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement, (G) seventh, so long as no Default or Event of Default then exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement, and (H) eighth, to that Defaulting Lender, or as otherwise directed by a court of competent jurisdiction; provided, that, if

(I) such payment is a payment of the principal amount of any Loans in respect of which that Defaulting Lender has not fully funded its appropriate share, and (II) such Loans were made at a time when the conditions set forth in Section 5.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of all non-Defaulting Lenders, on a pro rata basis, prior to being applied to the payment of any Loans of that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender, or to post Cash Collateral pursuant to this clause (a)(ii), shall be deemed paid to, and redirected by, that Defaulting Lender, and each Lender irrevocably consents hereto.

(c)Certain Fees. The Defaulting Lender shall not be entitled to receive any Facility Fee pursuant to Section 2.08(a) for any period during which such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to such Defaulting Lender).

(d)Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Swing Line Loans pursuant to Section 2.03, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment of that Defaulting Lender; provided, that, each such reallocation (A) shall be given effect only if, as of the date on which the applicable Lender becomes a Defaulting Lender, no Default or Event of Default then exists, and (B) does not cause the aggregate Revolving Credit Exposure of any non-Defaulting Lender to exceed such non-Defaulting Lender’s Revolving Commitment.

(2)Defaulting Lender Cure. If the Borrower, the Administrative Agent and the Swing Line Lender agree in writing, in their sole discretion, that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, then the Administrative Agent will so notify the parties hereto, whereupon, as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders, or take such other actions as the Administrative Agent may determine to be necessary, to cause the Revolving Loans and funded and unfunded participations in Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to the foregoing clause (a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided, that, (i) no adjustments will be made retroactively with respect to fees accrued or payments made by, or on behalf of, the Borrower while that Lender was a Defaulting Lender, and (ii) except to the extent otherwise expressly agreed by the affected parties and subject to Section 11.24, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

SECTION 2.15    Additional Revolving Commitments. The Borrower may, at any time and from time to time, upon prior written notice by the Borrower to the Administrative Agent, increase the Aggregate Revolving Commitments (but not the Swing Line Sublimit) by a maximum aggregate amount of up to Fifty Million Dollars ($50,000,000) with additional Revolving Commitments from any existing Lender with a

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Revolving Commitment or new Revolving Commitments from any other Person selected by the Borrower and acceptable to the Administrative Agent and the Swing Line Lender (or a combination of the foregoing); provided, that:

(1)any such increase shall be in a minimum principal amount of Ten Million Dollars ($10,000,000) or, if greater in an integral multiple of Five Million Dollars ($5,000,000) in excess thereof;

(2)no Default or Event of Default shall exist and be continuing at the time of any such increase, or would result from any Borrowing on the day of any such increase;

(3)no existing Lender shall be under any obligation to increase its Revolving Commitment, and any such decision as to whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion;

(4)any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent;

(5)any existing Lender or any new Lender providing a portion of the increase in Revolving Commitments shall be reasonably acceptable to each of the Administrative Agent and the Swing Line Lender; and

(6)as a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent: (i) a certificate of the Borrower, dated as of the date of such increase (in sufficient copies for each Lender), executed by a Responsible Officer of the Borrower, (A) certifying and attaching the resolutions adopted by the Borrower approving, or consenting to, such increase, and

(2)certifying that, before and after giving effect to such increase, the representations and warranties contained in Article VI and the other Loan Documents are true and correct, in all material respects, on, and as of, the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case, they are true and correct, in all material respects, as of such earlier date (and except that, for purposes of this Section 2.15, the representations and warranties contained in Section 6.05(a) and Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively); (ii) legal opinions and other documents reasonably requested by the Administrative Agent; and (iii) (A) upon the reasonable request of any Lender, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and (B) to the extent that the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to the Borrower.

The Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments arising from any non-ratable increase in the Revolving Commitments under this Section 2.15.

SECTION 2.16    Extension of Revolving Loan Maturity Date.

(1)Request for Extension. The Borrower may, by written notice to the Administrative Agent (who shall promptly notify the Lenders) given not less than forty-five (45) calendar days prior to any anniversary of the Effective Date, request that each Lender extend the Revolving Loan Maturity Date for an additional one (1) year from the then existing Revolving Loan Maturity Date; provided, that, (i) the Borrower shall only be

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permitted to exercise the extension option set forth in this clause (a) up to two (2) times during the term of this Agreement, and (ii) in no case shall the Revolving Loan Maturity Date, as extended pursuant to this Section2.16, exceed the date that is five (5) years from any then current date.

(2)Lenders Election to Extend. Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given by not later than fifteen (15) calendar days following the date of receipt of notice of such request described in the foregoing clause (a) from the Administrative Agent (the “Notice Date”), advise the Administrative Agent in writing whether or not such Lender agrees to such extension (and each Lender that determines not to so extend its Revolving Loan Maturity Date (each, a “Non-Extending Lender”, and collectively (if there is more than one (1) such Lender), the “Non-Extending Lenders”) shall notify the Administrative Agent of such fact promptly after such determination (but, in any event, by no later than the Notice Date) and any Lender that does not so advise the Administrative Agent on or before the Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.

(3)Notification by Administrative Agent. The Administrative Agent shall notify the Borrower of each Lender’s determination under this Section 2.16 promptly and, in any event, by no later than the date that is fifteen (15) calendar days after the Notice Date (or, if such date is not a Business Day, on the next preceding Business Day).

(4)Additional Commitment Lenders. The Borrower shall have the right, on or before the applicable anniversary of the Effective Date, to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one (1) or more Eligible Assignees (each, an “Additional Commitment Lender”) as provided in Section 11.13, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption, pursuant to which such Additional Commitment Lender shall undertake a Revolving Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Commitment shall be in addition to such Lender’s Revolving Commitment hereunder on such date) and shall be a “Lender” for all purposes of this Agreement and the other Loan Documents.

(5)Minimum Extension Requirement. If all of the Lenders agree to any such request for extension of the Revolving Loan Maturity Date described in the foregoing of this Section 2.16, then the Revolving Loan Maturity Date for all Lenders shall be extended for the additional one (1) year, as applicable. If there exists any Non-Extending Lenders that are not being replaced by Additional Commitment Lenders, then the Borrower shall (i) withdraw its extension request and the Revolving Loan Maturity Date will remain unchanged, or (ii) solely if the Required Lenders (but, for the avoidance of doubt, not including any Additional Commitment Lenders) have agreed to such extension request (such Lenders agreeing to such extension request, the “Approving Lenders”) by no later than the date that is fifteen (15) calendar days prior to such anniversary of the Effective Date, the Borrower may extend the Revolving Loan Maturity Date solely as to the Approving Lenders and the Additional Commitment Lenders, with a reduced amount of Aggregate Revolving Commitments during such extension period being equal to the aggregate Revolving Commitments of the Approving Lenders and the Additional Commitment Lenders, taken together; it being understood that (A) the Revolving Loan Maturity Date relating to any Non-Extending Lenders that are not replaced by Additional Commitment Lenders shall not be extended, and the repayment of all of the Obligations owed to them, and the termination of their respective Revolving Commitments, shall occur on the already existing Revolving Loan Maturity Date, and (B) the Revolving Loan Maturity Date relating to the Approving Lenders and the Additional Commitment Lenders, if any, shall be extended for an additional year, as applicable.

(6)Conditions to Effectiveness of Extensions. Notwithstanding anything to the contrary in the foregoing, any extension of the Revolving Loan Maturity Date pursuant to this Section 2.16 shall not be effective with respect to any Lender unless, on and as of the effective date of such extension:

(a)the conditions for a Borrowing provided in Section 5.02(a) and Section 5.02(b) shall be satisfied;

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(b)the Administrative Agent shall have received a certificate, duly executed by a Responsible Officer of the Borrower, certifying that, as of such effective date of such extension: (A) there are no actions, suits, proceedings or disputes pending, or, to the knowledge of any Responsible Officer of the Borrower after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any Principal Subsidiary, or against any of their respective properties or revenues, in any such case of the foregoing of this clause (f)(ii)(A), that (I) purports to affect or pertain to this Agreement and/or any of the other Loan Documents, and/or any of the transactions contemplated hereby or thereby, or (II) could reasonably be expected to result in a Material Adverse Effect, except as specifically disclosed in the Disclosure Documents; and (B) since December 31, 2020, there has been no event or circumstance, either individually or in the aggregate, that has resulted in a Material Adverse Effect, except as specifically disclosed in the Disclosure Documents; and

(c)the Borrower shall prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep any such outstanding Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date (after giving effect to such extension).

SECTION 2.17    ESG Adjustments.

(1)After the Effective Date, the Borrower, in consultation with the Sustainability Coordinators, shall be entitled, in its sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrower and its Subsidiaries. The Sustainability Coordinators and the Borrower may amend this Agreement (any such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such ESG Amendment shall become effective upon the posting of such proposed ESG Amendment to all Lenders and the Borrower and the receipt by the Administrative Agent of executed signature pages and consents to such ESG Amendment from the Borrower, each Sustainability Coordinator and Lenders comprising the Required Lenders. Upon the effectiveness of any such ESG Amendment, based on the Borrower’s performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Rate Adjustments”) to the otherwise applicable Applicable Margin for SOFR Loans, Base Rate Loans and the Facility Fee will be made; provided, that, (i) the amount of such adjustments, taken together, to the otherwise applicable Applicable Margin for (A) the Facility Fee, shall not exceed an increase and/or decrease of one basis point (0.01%) in the aggregate, and (B) SOFR Loans and Base Rate Loans, shall not exceed an increase and/or decrease of four basis points (0.04%) in the aggregate, and (ii) in no event shall the Applicable Margin for SOFR Loans, Base Rate Loans or the Facility Fee be less than zero percent (0.00%). The KPIs, the Borrower’s performance against the KPIs, and any related ESG Applicable Rate Pricing Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrower and the Sustainability Coordinators (each acting reasonably). Following the effectiveness of an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders, so long as such modification does not have the effect of reducing the Applicable Margin for SOFR Loans, Base Rate Loans or the Facility Fee to a level that is not otherwise permitted by this clause (a).

(2)The Sustainability Coordinators will assist the Borrower in: (i) determining the ESG Pricing Provisions in connection with any proposed ESG Amendment; and (ii) preparing informational materials focused on ESG to be used in connection with any proposed ESG Amendment.

(3)This Section 2.17 shall supersede any provisions in Section 11.01 to the contrary.

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ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

SECTION 3.01    Taxes.

(1)Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

(a)Any and all payments by, or on account of, any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or the Borrower, then the Administrative Agent or the Borrower shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to clause (e) below.

(b)If the Borrower or the Administrative Agent shall be required by the Internal Revenue Code to withhold or deduct any Taxes, including both U.S. Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to clause (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Internal Revenue Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the Borrower shall be increased as necessary so that, after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01), the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(c)If the Borrower or the Administrative Agent shall be required, by any applicable Laws other than the Internal Revenue Code, to withhold or deduct any Taxes from any payment, then (A) the Borrower or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to clause (e) below, (B) the Borrower or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the Borrower shall be increased as necessary so that, after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01), the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(2)Payment of Other Taxes by the Borrower. Without limiting the provisions of the foregoing clause (a), the Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or, at the option of the Administrative Agent, timely reimburse it for the payment of, any Other Taxes.

(3)Tax Indemnifications.

(d)Without limiting the provisions of the foregoing clauses (a) or (b), but without duplication, the Borrower shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within ten (10) calendar days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on, or attributable to, amounts payable under this Section 3.01) payable or paid by such Recipient, or required to be withheld or

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deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent, on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) calendar days after demand therefor, for any amount that a Lender, for any reason, fails to pay indefeasibly to the Administrative Agent as required pursuant to clause (c)(ii) below.

(e)Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within ten (10) calendar days after demand therefor, (A) the Administrative Agent against any Indemnified Taxes attributable to such Lender (but solely to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes, and without limiting the obligation of the Borrower to do so), (B) the Administrative Agent and the Borrower, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register, and (C) the Administrative Agent and the Borrower, as applicable, against any Excluded Taxes attributable to such Lender, in each case of the foregoing clauses (c)(ii)(A) through (c)(ii)(C), that are payable or paid by the Administrative Agent or the Borrower in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (c)(ii).

(4)Evidence of Payments. Upon request by the Borrower or the Administrative Agent, as the case may be, after any payment of Taxes by the Borrower or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrower shall deliver to the Administrative Agent, or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment, or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be.

(5)Status of Lenders; Tax Documentation.

(f)Any Lender that is entitled to an exemption from, or reduction of, withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the two (2) immediately preceding sentences, the completion, execution and submission of such documentation (other than such documentation set forth in clauses (e)(ii)(A), (e)(ii)(B) and (e)(ii)(D) below) shall not be required if, in the Lender’s reasonable judgment, such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense, or would materially prejudice the legal or commercial position of such Lender; provided, that, this sentence shall not apply to documentation described in clause(e)(ii)(C) below if such documentation is in substance essentially

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equivalent to, and not materially more onerous to provide than, the documentation set forth in clauses(e)(ii)(A), (e)(ii)(B) or (e)(ii)(D) below.

(g)Without limiting the generality of the foregoing, in the event that the Borrower is a U.S.

Person:

i.any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent, on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of Internal Revenue Service Form W–9, certifying that such Lender is exempt from U.S. federal backup withholding Tax;

ii.any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient), on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable (together with any required schedules and attachments):

1.in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party: (1) with respect to payments of interest under any Loan Document, executed copies of Internal Revenue Service Form W– 8BEN or W–8BEN–E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty; and (2) with respect to any other applicable payments under any Loan Document, Internal Revenue Service Form W–8BEN or W–8BEN–E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

2.executed copies of Internal Revenue Service Form W–8ECI;

3.in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code: (1) a certificate, substantially in the form of Exhibit 3.01–A, to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”); and (2) executed copies of Internal Revenue Service Form W–8BEN or W–8BEN–E; or

4.to the extent a Foreign Lender is not the beneficial owner, executed copies of Internal Revenue Service Form W–8IMY, accompanied by Internal Revenue Service Form W–8ECI, Internal Revenue Service Form W–8BEN or W–8BEN–E, a

U.S. Tax Compliance Certificate, substantially in the form of Exhibit 3.01–B or Exhibit3.01–C, Internal Revenue Service Form W–9, and/or other certification documents from each beneficial owner, as applicable; provided, that, if the Foreign Lender is a partnership and one (1) or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate, substantially in the form of Exhibit 3.01–D, on behalf of each such direct and indirect partner;

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iii.any Foreign Lender shall, to the extent that it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient), on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable Law as a basis for claiming exemption from, or a reduction in, U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

iv.if a payment made to a Lender under any Loan Document would be subject to

U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA, or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (e)(ii)(D), “FATCA” shall include any amendments made to FATCA after the Effective Date.

(a)Each Lender agrees that, if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(6)Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for, or otherwise pursue, on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower, or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.01, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that, the Borrower, upon the request of the Recipient, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event that the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this clause (f), in no event will the applicable Recipient be required to pay any amount to the Borrower pursuant to this clause

(6)the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This clause (f) shall not be construed to require any Recipient to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person.

(7)Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Aggregate Revolving Commitments, and the repayment, satisfaction or discharge of all other Obligations.

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SECTION 3.02    Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to SOFR and/or the Term SOFR Screen Rate, or to determine or charge interest rates based upon SOFR and/or the Term SOFR Screen Rate, then, on notice thereof by such Lender to the Borrower (through the Administrative Agent), (a) any obligation of such Lender to make or maintain SOFR Loans, or to convert Base Rate Loans to SOFR Loans, shall be, in each case, suspended, and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to clause (c) of the definition of “Base Rate” in Section1.01, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” in Section 1.01, in each case of the foregoing, until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice:

(1)the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all SOFR Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” in Section 1.01), either on the last day of the then applicable Interest Period therefor, if such Lender may lawfully continue to maintain such SOFR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such SOFR Loans; and (ii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon SOFR and/or the Term SOFR Screen Rate, the Administrative Agent shall, during the period of such suspension, compute the Base Rate applicable to such Lender without reference to clause (c) of the definition of “Base Rate” in Section

1.0auntil the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon SOFR and/or the Term SOFR Screen Rate (as applicable). Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amount required pursuant to Section 3.05.

SECTION 3.03    Inability to Determine Rates; Successor Rates.

i.If, in connection with any request for a SOFR Loan, or in connection with a request for a conversion of Base Rate Loans to SOFR Loans or a continuation of SOFR Loans, as applicable, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that (A) no Successor Rate for SOFR or the Term SOFR Screen Rate (as applicable) has been determined in accordance with clause (b) below and either the event(s) and/or circumstance(s) described in clause (b)(i) below or the Scheduled Unavailability Date have occurred with respect to SOFR and/or the Term SOFR Screen Rate (as applicable), or (B) adequate and reasonable means do not otherwise exist for determining SOFR and/or the Term SOFR Screen Rate (as applicable) for any determination date(s) or requested Interest Period(s) or tenors, as applicable, with respect to a proposed SOFR Loan, or otherwise in connection with an existing or proposed Base Rate Loan, or (ii) the Administrative Agent or the Required Lenders shall have determined that, for any reason, SOFR, the Term SOFR Screen Rate, and/or Term SOFR with respect to a proposed Borrowing of any SOFR Loan hereunder for any requested Interest Period or determination date(s) does not adequately and fairly reflect the cost to the Lenders of funding such proposed Loan, then, in any such case of the foregoing clauses (a)(i) and (a)(ii), the Administrative Agent shall promptly so notify the Borrower and each Lender. Thereafter: (I) the obligation of the Lenders to make or maintain SOFR Loans, or to convert Base Rate Loans to SOFR Loans or to continue SOFR Loans, shall be suspended (to the extent of the affected Loans, Interest Period(s), tenors or determination date(s), as applicable); and (II) in the event of a determination described in the first (1st) sentence of this clause (a) with respect to the component of the Base Rate described in clause (c) of the definition of “Base Rate” in Section 1.01, the utilization of such component in determining the Base Rate shall be suspended, in each case of the foregoing clauses (a)(I) and (a)(II), until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (a)(ii), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice.

Upon receipt of such notice: (1) the Borrower may revoke any pending request for a Borrowing of, or conversion to or continuation of Loans as, SOFR Loans, in each case of this clause (a)(1), to the extent of the

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affected Loan(s), Interest Period(s) or determination date(s), as applicable, or, failing that, the Borrower shall be deemed to have converted such request into a request for a Borrowing of, or conversion to (as applicable), Base Rate Loans; and (2) any outstanding affected SOFR Loans, at the Borrower’s election, shall either (x) be converted to Base Rate Loans at the end of the then applicable Interest Period, or (y) be prepaid in full at the end of the applicable Interest Period (provided, that, if no election is made by the Borrower by the last day of the then current Interest Period for such SOFR Loan, then the Borrower shall be deemed to have made the election described in the foregoing clause (a)(2)(x)).

ii.Replacement of SOFR; Successor Rates. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error), or the Borrower or the Required Lenders notify the Administrative Agent (with, in the case of such notification provided by the Required Lenders, a copy to the Borrower) that the Borrower or the Required Lenders (as the case may be) have determined, that:

1.adequate and reasonable means do not exist for ascertaining SOFR and/or the Term SOFR Screen Rate for any applicable tenor (as applicable), including, without limitation, because SOFR and/or the Term SOFR Screen Rate for such applicable tenor (as applicable) is not available or published on a current basis and such circumstances are unlikely to be temporary; or

2.the Applicable Authority has made a public statement identifying a specific date after which SOFR and/or the Term SOFR Screen Rate for any applicable tenor (as applicable) shall or will no longer be made available, or permitted to be used for determining the interest rate of syndicated loans denominated in Dollars, or shall or will otherwise cease, provided, that, in each case of this clause (b)(ii), at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent that will continue to provide SOFR and/or the Term SOFR Screen Rate for such applicable tenor (as applicable) after such specific date (the date on which SOFR or the Term SOFR Screen Rate for such applicable tenor (as applicable) is no longer available permanently or indefinitely, the “Scheduled Unavailability Date”);

then, on a date and time determined by the Administrative Agent (any such date, the “Term SOFR ReplacementDate”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to the foregoing clause (b)(ii), no later than the Scheduled Unavailability Date, Term SOFR will be replaced under this Agreement and the other Loan Documents with Daily Simple SOFR plus the SOFR Adjustment for any payment period for interest calculated that can be determined by the Administrative Agent, in each case of the foregoing, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (and such replacement rate shall constitute a “Successor Rate”); provided, that, at any time that such Successor Rate is in effect, all interest payments under this Agreement will be payable on a quarterly basis.

Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if (A) the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, or (B) the event(s) and/or circumstance(s) of the type(s) described in the foregoing clauses(b)(i) and/or (b)(ii) have occurred with respect to the Successor Rate then in effect, then, in any such case of the foregoing, the Administrative Agent and the Borrowers may amend this Agreement solely for the purpose of replacing SOFR and/or Term SOFR, or any then-current Successor Rate, in accordance with this Section 3.03 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate, giving due consideration to any evolving, or then-existing, convention for similar credit facilities syndicated and agented in the United States and denominated in Dollars for such alternative benchmarks, and, in each case of the foregoing, including any mathematical or other adjustments to such benchmark (giving due consideration to any evolving, or then-existing, convention for similar credit facilities syndicated and agented in the United States and denominated in Dollars for such benchmarks), which adjustment, or method(s) for calculating such adjustment, shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and

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may be periodically updated (and any such proposed rate, including, for the avoidance of doubt, any adjustment(s) thereto, shall constitute a “Successor Rate”). Any such amendment shall become effective at 5:00

p.m. on the date that is five (5) Business Days after the date on which the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers, unless, prior to such time, Lenders comprising the Required Lenders shall have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment.

(i)Notification. The Administrative Agent will promptly (in one (1) or more notices) notify the Borrower and each Lender of the implementation of any Successor Rate.

(ii)Manner of Application. Any Successor Rate shall be applied in a manner consistent with market practice; provided, that, to the extent that such market practice is not administratively feasible for the Administrative Agent or a market practice does not exist, then such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

(iii)Floor. Notwithstanding anything to the contrary elsewhere in this Agreement or in any other Loan Document, if, at any time, any Successor Rate, as determined in accordance with this Section 3.3, would (but for the adjustment described in this clause (e)) be less than zero percent (0.0%) per annum, then such Successor Rate shall be deemed to equal zero percent (0.0%) per annum for all purposes of this Agreement and the other Loan Documents.

(iv)Conforming Changes. In connection with the implementation of a Successor Rate, the Administrative Agent shall have the right to make Conforming Changes from time to time, and, notwithstanding anything to the contrary in this Agreement or any other Loan Document, any amendments implementing any such Conforming Changes shall become effective without any further action(s) by, and/or consent(s) of, any other party to this Agreement or any other Credit Document or any other Person; provided, that, with respect to any such amendment effected pursuant to this clause (f), the Administrative Agent shall post a copy of such amendment to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

(v)Required Lenders Exclusion. For purposes of this Section 3.03, those Lenders that either have not made, or do not have an obligation under this Agreement to make, the relevant Loans in Dollars shall be excluded from any determination of Required Lenders.

SECTION 3.04    Increased Costs.

(1)Generally. If any Change in Law shall:

(a)impose, modify, or deem applicable any reserve, special deposit, compulsory loan, insurance charge, or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;

(b)subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (in each case, except for Indemnified Taxes and Excluded Taxes); or

(c)impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, continuing, converting or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then, upon request of such Lender, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

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(2)Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has, or would have, the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolving Commitments of such Lender or the Loans made by, or participations in Swing Line Loans held by, such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then, from time to time, the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company, as the case may be, for any such reduction suffered.

(3)Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in the foregoing clauses (a) or (b), and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) calendar days after receipt thereof.

(4)Delay in Requests. Any failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation, provided, that, the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 3.04 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation therefor (provided, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine (9) month period referred to above shall be extended to include the period of retroactive effect thereof).

SECTION 3.05    Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for, and hold such Lender harmless from, any loss, cost or expense incurred by it as a result of:

(1)any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(2)any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan, other than a Base Rate Loan, on the date or in the amount notified by the Borrower; or

(3)any assignment of a SOFR Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 11.13;

including any loss (other than any loss of anticipated profits) or expense arising from the liquidation or redeployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

SECTION 3.06    Mitigation Obligations; Replacement of Lenders.

(1)If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender,

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such designation or assignment: (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or Section 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable; and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(2)If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrower may replace such Lender in accordance with Section 11.13.

SECTION 3.07    Survival. All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Revolving Commitments, repayment of all other Obligations, and resignation of the Administrative Agent.

ARTICLE IV [RESERVED]

ARTICLE V

CONDITIONS PRECEDENT TO BORROWINGS

SECTION 5.01    Conditions of Initial Borrowings. This Agreement shall become effective upon, and the obligation of each Lender to make Loans to the Borrower hereunder on the Effective Date is subject to, satisfaction of each of the following conditions precedent:

h.Loan Documents. Receipt by the Administrative Agent of executed counterparts of this Agreement and a Note for each Lender that has requested a Note, each properly executed by a Responsible Officer of the Borrower and, in the case of this Agreement, by each Lender.

i.Opinions of Counsel. Receipt by the Administrative Agent of favorable opinions of legal counsel to the Borrower, addressed to the Administrative Agent and each Lender, dated as of the Effective Date, and in form and substance reasonably satisfactory to the Administrative Agent.

j.Financial Statements. The Administrative Agent shall have received: (i) the Audited Financial Statements; and (ii) the Interim Financial Statements.

k.No Material Adverse Change. Since December 31, 2020, there has been no event or circumstance that, either individually or in the aggregate, has had a Material Adverse Effect, other than as specifically disclosed in the Disclosure Documents.

l.Litigation. There shall not exist any action, suit, investigation or proceeding pending, or, to the knowledge of any Responsible Officer of the Borrower, threatened, in any court or before an arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect, other than as specifically disclosed in the Disclosure Documents.

m.Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals), in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:

(i)copies of the Organization Documents of the Borrower certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other

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jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary (or other officer of substantially equivalent title and authority) of the Borrower to be true and correct as of the Effective Date;

(ii)such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which the Borrower is a party; and

(iii)such documents and certifications as the Administrative Agent may require to evidence that the Borrower is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation.

n.Effective Date Certificate. Receipt by the Administrative Agent of a certificate, dated as of the Effective Date and signed by a Responsible Officer of the Borrower, certifying that: (i) each of the conditions specified in the foregoing clauses (d), and (e), Section 5.02(a) and Section 5.02(b) have been satisfied as of the Effective Date; and (ii) the Borrower and its Subsidiaries (after giving effect to the transactions contemplated hereby and the incurrence of any Indebtedness related thereto on the Effective Date) are Solvent on a consolidated basis.

o.OFAC, Patriot Act, Beneficial Ownership Regulation, Etc. Receipt by the Administrative Agent of all documentation and other information that any Lender has reasonably requested prior to the Effective Date in order to comply with its ongoing obligations under applicable “know your customer”, OFAC and anti-corruption laws, including, without limitation, the Patriot Act, and, to the extent that the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower.

p.Repayment of Existing Credit Agreement. Receipt by the Administrative Agent of evidence that: (i) all obligations owed to lenders under the Existing Credit Agreement who are not Lenders hereunder on the Effective Date, if any, shall have been paid in full; and (ii) the obligations owed to lenders under the Existing Credit Agreement who are Lenders hereunder shall be paid to the extent necessary so that the Obligations owed to such Lenders hereunder on the Effective Date (after giving effect to this Agreement) shall not exceed the respective Revolving Commitments of such Lenders hereunder on the Effective Date (after giving effect to this Agreement).

q.Fees and Expenses. Receipt by the Administrative Agent, the Joint Lead Arrangers and the Lenders of all accrued fees and expenses required to be paid by the Borrower on or prior to the Effective Date, including, without limitation, all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced on, or prior to, the Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute such counsel’s reasonable estimate of such fees, charges and disbursements incurred, or to be incurred, by it through the closing proceedings (provided, that, such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).

r.Other. Receipt by the Administrative Agent and the Lenders of such other documents, instruments, agreements and information as reasonably requested by the Administrative Agent or any Lender, including, without limitation, information regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership, environmental matters, contingent liabilities and management of the Borrower and its Subsidiaries.

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Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, and to be satisfied with, each document made available to it for review prior to the Effective Date and each matter required thereunder to be consented to or approved by, or acceptable or satisfactory to, such Lender, unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

SECTION 5.02    Conditions to all Borrowings. The obligation of each Lender to honor any Request for Borrowing from the Borrower, whether on the Effective Date or after the Effective Date, is subject to the following conditions precedent:

(1)The representations and warranties of the Borrower contained in Article VI (other than in Section 6.05(c) and Section 6.06) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct, in all material respects, on, and as of, the date of such Borrowing (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case, they shall be true and correct, in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects), as of such earlier date (and except that, for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(a) and Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively).

(2)No Default or Event of Default shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.

(3)The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Request for Borrowing from the Borrower in accordance with the requirements hereof.

Each Request for Borrowing submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in each of Section 5.02(a) and Section 5.02(b) have been satisfied on, and as of, the date of the applicable Borrowing.

ARTICLE VI REPRESENTATIONS AND WARRANTIES

The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that:

SECTION 6.01    Existence, Qualification and Power. The Borrower and each Principal Subsidiary (a) is duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business, and

(2)execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified, and is licensed and in good standing, under the Laws of each jurisdiction where its ownership, lease or operation of properties, or the conduct of its business, requires such qualification or license, and (d) is in compliance with all Laws, except, in each case of the foregoing clauses (b)(i), (c) or (d), to the extent that failure to do so would not have a Material Adverse Effect.

SECTION 6.02    Authorization; No Contravention. The execution, delivery and performance by the Borrower of each Loan Document to which such Person is party have been duly authorized by all necessary

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corporate or other organizational action, and do not and will not: (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with, or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under, (i) any Contractual Obligation to which such Person is a party, or affecting such Person, or the respective properties of such Person or any Principal Subsidiary thereof, or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law. The Borrower and each Principal Subsidiary is in compliance with all Contractual Obligations referred to in the foregoing clause (b)(i), except to the extent that failure to do so would not have a Material Adverse Effect.

SECTION 6.03    Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to or filing with, any Governmental Authority (including, without limitation, FERC and DPU) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower of this Agreement or any other Loan Document, other than those approvals, consents or filings already obtained or made and in full force and effect.

SECTION 6.04    Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by the Borrower. This Agreement constitutes, and each other Loan Document, when so delivered, will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity.

SECTION 6.05    Financial Statements; No Material Adverse Effect.

s.The Audited Financial Statements: (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, the financial condition of the Borrower and its Subsidiaries as of the date thereof, and their results of operations for the period covered thereby, in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show, to the extent required by GAAP, all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including, without limitation, liabilities for taxes, material commitments and Indebtedness.

t.The Interim Financial Statements: (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present, in all material respects, the financial condition of the Borrower and its Subsidiaries as of the date thereof, and their results of operations for the period covered thereby, subject, in each case of the foregoing clauses (b)(i) and (b)(ii), to the absence of footnotes and to normal year-end audit adjustments.

u.Since December 31, 2020, there has been no event or circumstance, either individually or in the aggregate, that has had a Material Adverse Effect, except as specifically disclosed in the Disclosure Documents.

SECTION 6.06    Litigation. There are no actions, suits, proceedings, or disputes pending, or, to the knowledge of any Responsible Officer of the Borrower after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any Principal Subsidiary, or against any of their respective properties or revenues, that: (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby; or (b) could reasonably be expected to have a Material Adverse Effect, except as specifically disclosed in the Disclosure Documents.

SECTION 6.07    No Default or Event of Default. Neither the Borrower nor any Principal Subsidiary is in default under, or with respect to, any indebtedness for borrowed money in excess of the

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Threshold Amount. No Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

SECTION 6.08    Ownership of Property; Liens. The Borrower and each Principal Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as would not, individually or in the aggregate, have a Material Adverse Effect. As of the Effective Date, the Borrower and each Principal Subsidiary enjoys peaceful and undisturbed possession under all leases of real property on which facilities operated by it are situated, and all such leases are valid and subsisting and in full force and effect. The respective properties of the Borrower and each Principal Subsidiary are subject to no Liens, other than Liens permitted by Section 8.01.

SECTION 6.09    Environmental Compliance. The Borrower and each Principal Subsidiary conducts, in the ordinary course of its business, a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on its respective businesses, operations and properties, and, as a result thereof, the Borrower has reasonably concluded that such Environmental Laws and claims would not, individually or in the aggregate, have a Material Adverse Effect.

SECTION 6.10    Insurance. The respective properties of the Borrower and each Principal Subsidiary are insured with financially sound and reputable insurance companies that are not Affiliates of the Borrower, in such amounts, with such deductibles, and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Principal Subsidiary operates. All of such policies: (a) are in full force and effect; (b) are sufficient for compliance by the Borrower and each Principal Subsidiary with all written agreements or instruments to which the Borrower or such Principal Subsidiary is a party, and all requirements of applicable Law; (c) provide that they will remain in full force and effect through the respective dates set forth in such policies; and (d) will not, in any way, be affected by, or terminate or lapse by reason of, the transactions contemplated by this Agreement. Neither the Borrower nor any Principal Subsidiary is in default with respect to its respective obligations under any of such insurance policies, and none of the foregoing has received any notification of cancellation of any such insurance policies.

SECTION 6.11    Taxes. The Borrower and each Principal Subsidiary has filed all federal, state and other material tax returns and reports required to be filed by, or on behalf of, it, and has paid all federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon it, or any of its respective properties, income or assets, otherwise due and payable, except: (a) those that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP; and (b) those where the failure to file or pay would not have a Material Adverse Effect. There is no unpaid tax claimed by any Governmental Authority to be due against the Borrower or any Principal Subsidiary that would, if made, have a Material Adverse Effect. As of the Effective Date, neither the Borrower nor any Principal Subsidiary is party to any tax sharing agreements, other than as set forth on Schedule 6.11.

SECTION 6.12    ERISA Compliance.

(1)Except as would not reasonably be likely to result in a Material Adverse Effect, each Plan is in compliance, in all material respects, with the applicable provisions of ERISA, the Internal Revenue Code, and other applicable federal or state Laws. Each Pension Plan that is intended to be a qualified Plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code, or an application for such a letter is currently being processed by the Internal Revenue Service with respect thereto. To the best knowledge of each Responsible Officer of the Borrower, nothing has occurred that has not been, or cannot be, corrected that would prevent, or cause the loss of, such tax-qualified status.

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(2)There are no pending, or, to the best knowledge of each Responsible Officer of the Borrower, threatened, claims, actions or lawsuits, or action by any Governmental Authority with respect to any Plan that would reasonably be expected to result in a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted, or would reasonably be expected to result, in a Material Adverse Effect.

(3)(i) No ERISA Event has occurred, or is reasonably expected to occur, and no Responsible Officer of the Borrower, nor any Responsible Officer of any ERISA Affiliate, is aware of any fact, event or circumstance that could reasonably be expected to constitute, or result in, an ERISA Event with respect to any Pension Plan; (ii) the Borrower, and, to the best knowledge of each Responsible Officer of the Borrower, each ERISA Affiliate, has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) neither the Borrower nor any ERISA Affiliate has incurred any liability to the PBGC, other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (iv) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (v) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan.

(4)The Borrower is not, nor will the Borrower be, using “plan assets” (within the meaning of 29 CFR §–2510.3–101, as modified by Section 3(42) of ERISA) of one (1) or more Benefit Plans in connection with the Loans or the Revolving Commitments.

SECTION 6.13    Subsidiaries. As of the Effective Date, the Borrower does not have any Principal Subsidiaries, other than those specifically disclosed on Schedule 6.13, and all of the outstanding Equity Interests entitled to vote for the election of directors or other governing Persons in such Principal Subsidiaries have been validly issued, are fully paid and non-assessable, and are owned by the Borrower in the amounts specified on Schedule 6.13, free and clear of all Liens. All of the outstanding Equity Interests entitled to vote in the Borrower have been validly issued and are fully paid and non-assessable, and the Equity Interests in the Borrower are owned by Eversource to the extent specified, as of the Effective Date, on Schedule 6.13, free and clear of all Liens.

SECTION 6.14    Use of Proceeds; Margin Regulations; Investment Company Act.

(1)The proceeds of the Loans will be used for working capital, capital expenditures and other general corporate purposes. The proceeds of the Loans will not be used in any way that would violate the provisions of Regulation T, Regulation U or Regulation X. The Borrower is not engaged, nor will the Borrower engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation T or Regulation U), or extending credit for the purpose of purchasing or carrying margin stock.

(2)Neither the Borrower nor any of its Subsidiaries is a “registered investment company” or an “affiliated company” or a “principal underwriter” of a “registered investment company”, as such terms are defined in the Investment Company Act.

SECTION 6.15    Disclosure. The Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Principal Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by, or on behalf of, the Borrower to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement, or delivered hereunder or under any other Loan Document (in each case, as modified or

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supplemented by other information so furnished), contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Effective Date, to the extent that the Borrower qualifies as a “legal entity customer” pursuant to the Beneficial Ownership Regulation, the information included in the applicable Beneficial Ownership Certification is true and correct in all respects.

SECTION 6.16    Compliance with Laws. The Borrower and each Principal Subsidiary are in compliance, in all material respects, with the requirements of all applicable Laws and all orders, writs, injunctions and decrees applicable to it or to any of its respective properties, except in such instances in which:

(a) such requirement of applicable Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith, either individually or in the aggregate, would not have a Material Adverse Effect.

SECTION 6.17    Solvency. The Borrower, together with its Subsidiaries on a consolidated basis, are on the Effective Date, and, upon the incurrence of any Borrowing on any date on which this representation and warranty is made, will be, Solvent.

SECTION 6.18    Taxpayer Numbers and Other Information. The Borrower’s (a) true and correct

U.S. taxpayer identification number, (b) full legal name, (c) state of incorporation, formation or organization (as the case may be), and (d) address of its principal place of business, are set forth on Schedule 6.18.

SECTION 6.19    Sanctions Concerns; Anti-Corruption Laws.

v.Sanctions Concerns. Neither the Borrower nor any of its Subsidiaries, nor, to the knowledge of any Responsible Officer of any of the Borrower and its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is: (i) currently the subject or target of any Sanctions; (ii) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority; or (iii) located, organized or resident in a Designated Jurisdiction so as to result in a violation of Sanctions.

w.Anti-Corruption Laws. The Borrower and its Subsidiaries, and, to the knowledge of any Responsible Officer of any of the Borrower and its Subsidiaries, all directors, officers, employees, agents, affiliates and representatives thereof, have conducted their business in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

SECTION 6.20    Affected Financial Institutions. The Borrower is not an Affected Financial Institution.

SECTION 6.21    Beneficial Ownership Regulation. To the extent that the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, as of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

ARTICLE VII AFFIRMATIVE COVENANTS

So long as any Lender shall have any Revolving Commitment hereunder, or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, the Borrower hereby agrees that it shall, and shall

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(except in the case of the covenants set forth in Section 7.01, Section 7.02, and Section 7.03) cause each of its Principal Subsidiaries to:

SECTION 7.01    Financial Statements. Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders, as soon as available, but, in any event:

iii.within one-hundred five (105) calendar days after the end of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth, in each case in comparative form (where applicable), the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally- recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, and to the effect that such financial statements have been prepared in accordance with GAAP applied on a basis consistent with prior years (except as to changes with which such accountants concur and which shall be disclosed in the notes thereto or in a letter) and fairly present, in all material respects, the financial condition of the Borrower and its Subsidiaries at the dates thereof, and the results of its consolidated operations for the periods covered thereby; and

iv.within fifty (50) calendar days after the end of each of the first (1st) three (3) fiscal quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter, and for the portion of the Borrower’s fiscal year then ended, setting forth, in each case in comparative form (where applicable), the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified by a Responsible Officer of the Borrower as fairly presenting, in all material respects, the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.

As to any information contained in materials furnished pursuant to Section 7.02(d), the Borrower shall not be separately required to furnish such information under the foregoing clauses (a) or (b), but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in the foregoing clauses (a) and (b) at the times specified therein.

SECTION 7.02    Certificates; Other Information. Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:

(1)concurrently with the delivery of the financial statements referred to in each of Section 7.01(a) and Section 7.01(b), a certificate, substantially in the form of Exhibit 7.02, signed by a Responsible Officer of the Borrower (the “Compliance Certificate”): (i) stating that no Default or Event of Default has occurred and is continuing on the date of such certificate, and, if a Default or an Event of Default has then occurred and is continuing, specifying the details thereof and the action(s) that the Borrower has taken, or proposes to take, with respect thereto; (ii) setting forth, in reasonable detail, computations evidencing compliance with the financial covenant set forth in Section 8.06, determined as of the last day of the fiscal quarter immediately preceding the fiscal quarter in respect of which such certifications are to be delivered pursuant to this clause (a); and (iii) stating whether any change in GAAP, or the application thereof, has occurred since the date of the most recently-delivered financial statements pursuant to Section 7.01(a) (or, if no such financial statements have been delivered pursuant to Section 7.01(a), since the date of the most recent of the Audited Financial Statements), and, if any

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change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(2)concurrently with the delivery of the financial statements referred to in each of Section 7.01(a) and Section 7.01(b), a copy of the certification (if any), signed by the principal executive officer and the principal financial officer of the Borrower (each, a “Certifying Officer”), as required by SEC Rule 13A–14 under the Securities Exchange Act, and a copy of the internal controls disclosure statement by such Certifying Officer as required by SEC Rule 13A–15 under the Securities Exchange Act, each as included in the Borrower’s Annual Report on SEC Form 10–K or Quarterly Report on SEC Form 10–Q, as the case may be, for the applicable fiscal period;

(3)contemporaneously with the filing or mailing thereof, copies of all financial statements sent by the Borrower to shareholders and all reports, notices, proxy statements or other communications sent by the Borrower to its shareholders, and all reports under Section 12, Section 13 and Section 14, and under any rules promulgated with respect to such sections (including, without limitation, all reports on SEC Form 8–K, SEC Form 10–K and SEC Form 10–Q, along with all amendments and supplements thereto), of the Securities and Exchange Act, all SEC Schedule 13D and SEC Schedule 13G filings and all amendments thereto, and registration statements filed by the Borrower with any securities exchange, or with the SEC (or any successor agency);

(4)promptly, and, in any event, within five (5) Business Days after receipt thereof by the Borrower or any Subsidiary thereof, copies of each formal notice received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation, or possible investigation or other inquiry, by such agency regarding financial or other operational results of the Borrower or such Subsidiary that could reasonably be expected to result in a Material Adverse Effect;

(5)promptly following any request therefor, provide information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act and, to the extent that the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Regulation; and

(6)promptly, such additional information regarding the business, financial or corporate affairs of the Borrower or any Principal Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Section 7.01(a), Section 7.01(b) or Section 7.02(d) (to the extent that any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which (i) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.02, or (ii) such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that, the Borrower shall (A) deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender, and (B) notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent, by electronic mail, electronic versions (i.e., soft copies) of such documents. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery, or to maintain copies, of the documents referred to above, and, in any event, shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

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The Borrower hereby acknowledges that: (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders materials and/or information provided by, or on behalf of, the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on SyndTrak or another similar electronic system (the “Platform”); and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that: (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”, which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first (1st) page thereof; (ii) by marking Borrower Materials “PUBLIC”, the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of U.S. Federal and state securities laws; (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (iv) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”.

SECTION 7.03    Notices. Promptly notify the Administrative Agent and each Lender of:

(1)the occurrence of any Default or any Event of Default;

(2)any matter that has resulted, or could reasonably be expected to result, in a Material Adverse Effect, including, without limitation, as a result of: (i) breach or non-performance of, or any default under, any Contractual Obligation of the Borrower or any Principal Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any Principal Subsidiary, on the one hand, and any Governmental Authority, on the other hand; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Principal Subsidiary, including, without limitation, pursuant to any applicable Environmental Laws;

(3)the occurrence of any ERISA Event;

(4)any announcement by Moody’s and/or S&P of any change in a credit rating (whether a Borrower Unsecured Debt rating, a Borrower Secured Debt rating, a long-term corporate/issuer rating or otherwise, as applicable) that is used to determine the Reference Ratings; and

(5)to the extent that the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in part (c) or part (d) of the Beneficial Ownership Certification.

Each notice delivered, or required to be delivered, pursuant to this Section 7.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action(s) the Borrower has taken, and/or proposes to take, with respect thereto. Each notice delivered, or required to be delivered, pursuant to the foregoing clause (a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

SECTION 7.04    Payment of Taxes. Pay and discharge, as the same shall become due and payable, all its tax liabilities, assessments and governmental charges or levies upon it or any of its properties and/or assets (including, without limitation, all lawful claims which, if unpaid, would by applicable Law become a Lien upon its property and/or assets), unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary, except, in each case of the foregoing, where the failure to pay such amounts would not have a Material Adverse Effect.

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SECTION 7.05    Preservation of Existence, Etc. (a) Preserve, renew and maintain, in full force and effect, its legal existence and good standing under the Laws of the jurisdiction of its organization, except in a transaction permitted by Section 8.02; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so would not have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which would not have a Material Adverse Effect.

SECTION 7.06    Maintenance of Properties. (a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted, (b) make all necessary repairs thereto and renewals and replacements thereof, except where the failure to do so would not have a Material Adverse Effect, and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities; provided, that, in each case of the foregoing clauses (a), (b), and (c), neither the Borrower nor any Principal Subsidiary will be prevented from discontinuing the operation and maintenance of any such properties if such discontinuance is, in the reasonable judgment of the Borrower or such Principal Subsidiary, as the case may be, desirable in the operation or maintenance of its business and would not result, or be reasonably likely to result, in a Material Adverse Effect.

SECTION 7.07    Maintenance of Insurance. Maintain, with financially sound and reputable insurance companies that are not Affiliates of the Borrower, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types, and in such amounts, as are customarily carried under similar circumstances by such other Persons.

SECTION 7.08    Compliance with Laws. Comply (a) with the Patriot Act, the Beneficial Ownership Regulation (to the extent that the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation), OFAC rules and regulations, and all Sanctions and laws related thereto, (b) in all material respects, with the requirements of all other applicable Laws (including, without limitation, Environmental Laws and anti-money laundering laws) applicable to it or to its business or property, except in such instances in which such requirement of applicable Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted, (c) all material provisions of its charter documents, by-laws, operating agreement, certificate and other constituent documents, as applicable, and (d) all material applicable decrees, orders, and judgments; except, solely in each case of the foregoing clauses (b) and (c), where the failure to so comply would not have a Material Adverse Effect.

SECTION 7.09    Books and Records. Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made, of all financial transactions and matters involving the respective assets and businesses of the Borrower or any Principal Subsidiary thereof, as the case may be, in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower or any such Principal Subsidiary, as the case may be.

SECTION 7.10    Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower.

SECTION 7.11    Use of Proceeds. Use the proceeds of the Borrowings for working capital, capital expenditures and other general corporate purposes not in contravention of any applicable Law or of any Loan Document. The proceeds of the Loans will not be used in any way that would violate the provisions of Regulation T, Regulation U or Regulation X.

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SECTION 7.12    Further Assurances. (a) Promptly execute and deliver, or cause to be promptly executed and delivered, all further instruments and documents, and take, and cause to be taken, all further actions, that may be necessary, or that the Required Lenders, through the Administrative Agent, may reasonably request, to enable the Lenders and the Administrative Agent to carry out, to their reasonable satisfaction, the transactions contemplated by this Agreement, to enforce the terms and provisions of this Agreement, and to exercise their rights and remedies hereunder or under the Notes; and (b) use all commercially reasonable efforts to duly obtain governmental approvals required in connection with this Agreement from time to time on or prior to such date, as the same may become legally required, and thereafter to maintain all such governmental approvals in full force and effect.

SECTION 7.13    Conduct of Business. Except as permitted by Section 8.02, conduct its primary business in substantially the same manner, and in substantially the same fields, as such business is conducted on the Effective Date.

SECTION 7.14    Governmental Approvals. Duly obtain, on or prior to such date as the same may become legally required, and thereafter maintain in effect at all times, all Governmental Approvals on its part to be obtained, except, in the case of those Governmental Approvals referred to in clause (b) of the definition of “Governmental Approval” in Section 1.01, (a) those the absence of which could not reasonably be expected to result in a Material Adverse Effect, and (b) those that the Borrower or any Principal Subsidiary thereof is diligently attempting in good faith to obtain, renew or extend, or the requirement for which the Borrower or any Principal Subsidiary thereof is contesting in good faith by appropriate proceedings or by other appropriate means; provided, that, the exception set forth in the foregoing clause (b), shall be available only if, and for so long as, such attempt or contest, and any delay resulting therefrom, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 7.15    Anti-Corruption Laws. Conduct its business in compliance with the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions, and maintain policies and procedures designed to promote and achieve compliance with such Laws.

ARTICLE VIII NEGATIVE COVENANTS

So long as any Lender shall have any Revolving Commitment hereunder, or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, the Borrower hereby agrees that it shall not, nor shall it permit any of its Principal Subsidiaries to (except in the case of the covenant set forth in Section 8.06, which shall apply only to the Borrower), directly or indirectly:

SECTION 8.01    Liens. Create, incur, assume, or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(1)Liens granted, incurred or existing in the ordinary course of business not in connection with the borrowing of money or the obtaining of credit;

(2)Liens arising in connection with the sale of accounts receivable;

(3)Liens existing on acquired property at the time of acquisition thereof by the Borrower or any Subsidiary, which liens do not extend to any property other than such acquired properties;

(4)any purchase money Lien or construction mortgage on assets hereafter acquired or constructed by the Borrower or any Subsidiary, and any Lien on any assets existing at the time of acquisition thereof by the

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Borrower or a Subsidiary, or created within one hundred eighty (180) days from the date of completion of such acquisition or construction; provided, that, such Lien or construction mortgage shall, at all times, be confined solely to the assets so acquired or constructed, and any additions thereto;

(5)Liens existing on the Effective Date and disclosed on Schedule 8.01;

(6)[reserved];

(7)[reserved];

(8)Liens resulting from legal proceedings being contested in good faith by appropriate legal or administrative proceedings by the Borrower or any Subsidiary, and as to which the Borrower or such Subsidiary, to the extent required by GAAP, shall have set aside on its books adequate reserves;

(9)Liens created in favor of the other contracting party in connection with advance or progress payments;

(10)any Liens in favor of any Governmental Authority, or trustee acting on behalf of holders of obligations issued by any Governmental Authority or any financial institutions lending to, or purchasing obligations of, any Governmental Authority, which Liens are created or assumed for the purpose of financing all or part of the cost of acquiring or constructing the property subject thereto;

(11)Liens resulting from conditional sale agreements, capital leases, or other title retention agreements;

(12)with respect to sewage facility and pollution control bond financings, Liens on funds, accounts, and other similar intangibles of the Borrower or any Subsidiary created or arising under the relevant indenture, pledges of the related loan agreement with the relevant issuing authority, and pledges of the Borrower’s or any Subsidiary’s interest, if any, in any bonds issued pursuant to such financings, to a letter of credit bank, bond issuer or similar credit enhancer;

(13)Liens granted on accounts receivable in connection with financing transactions, whether denominated as sales or borrowings;

(14)Liens on the assets of, the stock issued by or other equity of, any Subsidiary of the Borrower created to hold generating or transmission assets, if such Liens are created to secure Indebtedness that is: (i) non-recourse to the Borrower; and (ii) incurred to acquire, construct or otherwise develop such generating or transmission assets;

(15)Liens created to secure Indebtedness of a transmission company Subsidiary of the Borrower with respect to assets transferred to such transmission company by another Subsidiary of the Borrower;

(16)any extension, renewal or replacement of any Liens permitted by any of the foregoing clauses (c), (d), (e), (k), (l), (m) and (n); provided, that, (i) the principal amount of Indebtedness secured thereby shall not, at the time of such extension, renewal or replacement, exceed the principal amount of Indebtedness so secured, and (ii) such extension, renewal or replacement shall be limited to all, or a part, of the property that secured the Lien so extended, renewed or replaced, or to other property and/or assets of no greater value than the property and/or assets that secured the Lien so extended, renewed or replaced;

(17)Liens on the respective assets of the Borrower and/or any Principal Subsidiary thereof granted by the Borrower and/or such Principal Subsidiary to secure long term Indebtedness of the Borrower (exclusive of those Liens granted pursuant to any of the foregoing clauses (c), (d), (e), (k), (l), (m), (n) and (o)); provided, that, at the time of granting such Liens (and after giving effect thereto), the aggregate amount of all such long

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term Indebtedness of the Borrower and the Principal Subsidiaries, taken together, shall not exceed Four-Hundred Million Dollars ($400,000,000); and

(18)Stranded Cost Recovery Obligations securitization transactions.

SECTION 8.02    Fundamental Changes. Merge, amalgamate, dissolve, liquidate, wind-up or consolidate (or suffer any liquidation or dissolution) with or into another Person, or dispose of (whether in a single transaction or a series of transactions) all, or substantially all, of its assets (including, without limitation, Equity Interests in Subsidiaries) (whether now owned or hereafter acquired) to, or in favor of, any Person, unless:

x.a Subsidiary of the Borrower merges, amalgamates or consolidates with the Borrower or any other Subsidiary of the Borrower, provided, that: (i) if the Borrower is party to such transaction, the Borrower shall be the surviving entity in such transaction; and (ii) subject to the foregoing clause (a)(i), if a Principal Subsidiary is party to such transaction, a Principal Subsidiary that is a Domestic Subsidiary shall be the surviving entity;

y.a Subsidiary of the Borrower liquidates or dissolves into, or makes an asset disposition to, the Borrower or any other Subsidiary of the Borrower, provided, that: (i) if the Borrower is party to such transaction, the Borrower shall be the entity into which assets are transferred; and (ii) subject to the foregoing clause (b)(i), if a Principal Subsidiary is party to such transaction, a Principal Subsidiary that is a Domestic Subsidiary shall be the entity into which assets are transferred;

z.all corporate and regulatory approvals therefor have been received;

aa.no Default or Event of Default would exist hereunder after giving effect to such transaction; and

ab.the ratings assigned by S&P and Moody’s to (i) the Borrower Unsecured Debt, and (ii) to the extent applicable, the long-term senior unsecured, non-credit enhanced debt of (A) the Principal Subsidiary that is the surviving entity in a transaction permitted under the foregoing clause (a), (B) the entity to which assets are transferred in a transaction permitted under the foregoing clause (b), and (C) the Principal Subsidiary disposing of assets to a Person other than the Borrower or any of its Subsidiaries in a transaction permitted under the foregoing clause (b), in each case of the foregoing of this clause (e), after giving effect to such transaction, shall be at least “BBB-” and “Baa3”, respectively (it being understood and agreed that, if, at any time, S&P and/or Moody’s does not maintain any of the foregoing applicable rating(s) (whether because no Borrower Unsecured Debt or no such long-term senior unsecured, non-credit enhanced debt, as applicable, is outstanding or otherwise), then the condition set forth in this clause (e) shall not be satisfied at such time with respect to such transaction).

Notwithstanding anything to the contrary in the foregoing, any disposition of assets permitted by the foregoing provisions of this Section 8.02 to a Person other than the Borrower and its Subsidiaries may be consummated by way of merger, amalgamation or consolidation.

SECTION 8.03    Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by the Borrower and/or such Subsidiary on the Effective Date, or any business substantially related or incidental thereto.

SECTION 8.04    Transactions with Affiliates and Insiders. Enter into any transaction of any kind with any officer, director or Affiliate of the Borrower, whether or not in the ordinary course of business, other than: (a) except as otherwise specifically limited in this Agreement, transactions that are on terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arms-length transaction with a Person other than such an officer, director or Affiliate; (b) any transaction for which the Borrower or such

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Subsidiary has obtained the approval of the DPU; (c) immaterial incidental transactions among the Borrower and its Affiliates that are substantially on an arm’s length basis, such as cash management, facility sharing, tax sharing, management services, or other overhead sharing matters; (d) intercompany transactions (including, without limitation, loans and advances and the provision of services) not otherwise prohibited under this Agreement or required under the U.S. Federal Power Act and the rules of FERC or state utility commissions, in each case of the foregoing, to the extent applicable thereto; (e) normal and reasonable compensation and reimbursement expenses of officers and directors in the ordinary course of business; and (f) Stranded Cost Recovery Obligations securitization transactions.

SECTION 8.05    Use of Proceeds. Use the proceeds of any Borrowing, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation T or Regulation U) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

SECTION 8.06    Consolidated Indebtedness to Capitalization Ratio. Permit the Consolidated Indebtedness to Capitalization Ratio, as of the end of any fiscal quarter of the Borrower, to be greater than 0.65:1.00.

SECTION 8.07    Compliance with ERISA. (a) Terminate, or permit any ERISA Affiliate to terminate, any Pension Plan so as to result in any direct liability of the Borrower or any Principal Subsidiary to the PBGC in an amount greater than the Threshold Amount, or (b) permit to exist any occurrence of any Reportable Event that, alone or together with any other Reportable Event with respect to the same or another Pension Plan, has a reasonable possibility of resulting in direct liability of the Borrower or any Subsidiary to the PBGC in an aggregate amount in excess of the Threshold Amount, or any other event or condition that presents a material risk of such a termination by the PBGC of any Pension Plan, or that has a reasonable possibility of resulting in a liability of the Borrower or any Subsidiary to the PBGC or a Multiemployer Plan, in an aggregate amount in excess of the Threshold Amount.

SECTION 8.08    Interests in Nuclear Plants. Acquire any nuclear plant, or any interest therein, not held on the Effective Date, other than so called “power entitlements” acquired for use in the ordinary course of business.

SECTION 8.09    Financing Agreements. With respect to the Borrower only, permit any Principal Subsidiary thereof to enter into any agreement, contract, indenture or similar obligation, or to issue any security (each of the foregoing being referred to, collectively, as “Financing Agreements”), that is not in effect on the Effective Date, or amend or modify any existing Financing Agreement, if the effect of such Financing Agreement (or amendment or modification thereof) is to impose any additional restriction that is not in effect on the Effective Date on the ability of any such Principal Subsidiary to pay dividends to the Borrower; provided, that, the foregoing shall not restrict the right of any Principal Subsidiary created to hold generating or transmission assets to enter into any such Financing Agreement in connection with the incurrence of Indebtedness that (i) is non-recourse to the Borrower, and (ii) is incurred to acquire, construct or otherwise develop generating or transmission assets.

SECTION 8.10    Sanctions. Directly or indirectly, use any Borrowing or the proceeds of any Borrowing, or lend, contribute or otherwise make available such Borrowing or the proceeds of any Borrowing to any Person, to fund any activities of, or business with, any Person, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person (including, without limitation, any Person participating in the transaction, whether as a Lender, a Joint Lead Arranger, a Sustainability Coordinator, the Administrative Agent, the Swing Line Lender, or otherwise) of Sanctions.

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SECTION 8.11    Anti-Corruption Laws. Directly or indirectly, use any Borrowing, or the proceeds of any Borrowing, for any purpose that would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, or any other similar anti-corruption legislation in other jurisdictions.

ARTICLE IX

EVENTS OF DEFAULT AND REMEDIES

SECTION 9.01    Events of Default. Any of the following shall constitute an “Event of Default”:

(1)Non-Payment. The Borrower fails to pay: (i) when and as required to be paid herein, any amount of principal of any Loan; or (ii) within five (5) calendar days after the same becomes due, any interest on any Loan, or any fee due hereunder; or (iii) within five (5) calendar days after the same becomes due, any other amount payable hereunder or under any other Loan Document, whether at the stated maturity or any accelerated date of maturity or at any other date fixed for payment; or

(2)Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 7.01, Section 7.02(a), Section 7.03(a) Section 7.05, Section 7.10, Section 7.11 or Article VIII; or

(3)Other Defaults. The Borrower fails to perform or observe any other covenant or agreement (that is not specified in the foregoing clauses (a) or (b)) contained in any Loan Document on its part to be performed or observed, and such failure continues for thirty (30) calendar days after written notice from the Administrative Agent; or

(4)Representations and Warranties. Any representation or warranty made or deemed made by, or on behalf of, the Borrower or any Principal Subsidiary thereof in this Agreement or any other Loan Document, or in any document(s) required to be delivered in connection herewith or therewith, shall be incorrect or misleading in any material respect (or, with respect to any representation and warranty that is expressly qualified by materiality, in any respect) when made or deemed made; or

(5)Cross-Default. (i) The Borrower or any Principal Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise, and after giving effect to any applicable grace period) in respect of any Indebtedness (other than (I) Indebtedness of the Borrower under this Agreement, and (II) Indebtedness under Swap Contracts) having an aggregate principal amount (including, without limitation, undrawn committed or available amounts, and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded (or commitments to lend with respect to such Indebtedness to be terminated) or to become due, or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, in each case of the foregoing, prior to its stated maturity, or cash collateral in respect thereof to be demanded; or (ii) there occurs, under any Swap Contract, an Early Termination Date (or substantially similar term, as defined in such Swap Contract) resulting from an event of default under such Swap Contract as to which the Borrower or any Principal Subsidiary thereof is the Defaulting Party (or substantially similar term, as defined in such Swap Contract), with respect to which the Swap Termination Value owed by the Borrower or any Principal Subsidiary thereof as a result thereof is greater than the Threshold Amount; or

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(6)Insolvency Proceedings, Etc. The Borrower or any Principal Subsidiary thereof: (i) institutes, or consents to the institution of, any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or (ii) applies for, or consents to the appointment of, any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it, or for all, or any material part, of its respective property; or (iii) any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person, and the appointment continues undischarged or unstayed for a period of ninety (90) calendar days; or (iv) any proceeding under any Debtor Relief Law relating to any such Person, or to all, or any material part, of its respective property, is instituted without the consent of such Person and continues undismissed or unstayed for a period of ninety (90) calendar days, or an order for relief is entered in any such proceeding; or

(7)Inability to Pay Debts; Attachment. (i) The Borrower or any Principal Subsidiary thereof becomes unable, or admits in writing its inability, or fails generally, to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all, or any material part, of the respective properties of the Borrower and its Principal Subsidiaries that is not released, vacated or fully bonded within ninety (90) calendar days after the date of its issue or levy; or

(8)Judgments. There is entered against the Borrower or any Principal Subsidiary thereof (i) a final judgment or order for the payment of money in an aggregate amount in excess of the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or

(2)any one (1) or more non-monetary final judgments that have, individually or in the aggregate, a Material Adverse Effect, and, in any such case of the foregoing clauses (h)(i) and (h)(ii): (A) enforcement proceedings are commenced by any creditor upon such judgment or order that are not stayed within thirty (30) calendar days; or (B) there is a period of thirty (30) consecutive calendar days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(a)ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan that has resulted, or could reasonably be expected to result, in direct liability of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC, in an aggregate amount in excess of the Threshold Amount; or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

(10)Invalidity of Loan Documents. (i) Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or the satisfaction and payment in full of all of the Obligations, ceases to be in full force and effect; or (ii) the Borrower or any other Person contests, in any manner, the validity or enforceability of any provision of any Loan Document; or (iii) the Borrower denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document; or

(11)Change of Control. There occurs any Change of Control.

SECTION 9.02    Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

ac.declare the commitment of each Lender to make Loans to be terminated, whereupon such commitments and obligation shall be terminated;

ad.declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable by the Borrower hereunder or under any other Loan Document, to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

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ae.exercise, on behalf of itself and the Lenders, all rights and remedies against the Borrower and its property available to it and the Lenders under the Loan Documents;

provided, that, upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower or any Principal Subsidiary thereof under the Bankruptcy Code, the obligation of each Lender to make Loans shall automatically terminate, and the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, in each case of the foregoing, without further act of the Administrative Agent or any Lender.

SECTION 9.03    Application of Funds. After the exercise of remedies provided for in Section

9.0a(or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent to the then outstanding Obligations in the following order:

v.First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including, without limitation, fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

vi.Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including, without limitation, fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this Second clause payable to them;

vii.Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this Third clause held by them;

viii.Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this Fourth clause held by them; and

ix.Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by applicable Law.

ARTICLE X ADMINISTRATIVE AGENT

SECTION 10.01    Appointment and Authority. Each of the Lenders hereby irrevocably appoints Barclays to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents, and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article X are solely for the benefit of the Administrative Agent, and none of the Lenders or the Borrower shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Document (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law; instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between the contracting parties.

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SECTION 10.02    Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender, and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of banking, trust, financial, advisory, underwriting or other business with, the Borrower or any Subsidiary or other Affiliate thereof, as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders or to provide notice or consent of the Lenders with respect thereto.

SECTION 10.03    Exculpatory Provisions. Neither the Administrative Agent, any Joint Lead Arranger nor any Sustainability Coordinator shall have any duties or obligations, except those expressly set forth herein and in the other Loan Documents, and their respective duties hereunder (if any) shall be administrative in nature. Without limiting the generality of the foregoing, none of the Administrative Agent, any Joint Lead Arranger, any Sustainability Coordinator, nor any of the respective Related Parties of any of the foregoing:

(1)shall be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing;

(2)shall have any duty to take any discretionary action or to exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided, that, the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including, for the avoidance of doubt, any action that may be in violation of the automatic stay under any Debtor Relief Law, or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law;

(3)shall have any duty or responsibility to disclose, and none of them shall be liable for the failure to disclosure, to any Lender, any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower or any of its Affiliates, that is communicated to, obtained by, or in the possession of any of the Administrative Agent, the Joint Lead Arrangers, the Sustainability Coordinators, or any of their respective Related Parties in any capacity, except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein;

(4)shall be liable for any action taken, or not taken, by the Administrative Agent under, or in connection with, this Agreement or any other Loan Document, or the transactions contemplated hereby or thereby (i) with the consent, or at the request, of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 11.01 and Section 9.02), or (ii) in the absence of its own gross negligence or willful misconduct (as determined by a court of competent jurisdiction by a final, non-appealable judgment); further, the Administrative Agent shall be deemed not to have knowledge of any Default or any Event of Default, unless and until written notice describing such Default or such Event of Default is given to a Responsible Officer of the Administrative Agent by the Borrower or a Lender; and

(5)shall be responsible for, or have any duty or obligation to any Lender, any participant or any other Person to ascertain or inquire into: (i) any statement, warranty or representation made in, or in connection with, this Agreement or any other Loan Document; (ii) the contents of any certificate, report

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or other document delivered hereunder or thereunder, or in connection herewith or therewith; (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, or the occurrence of any Default or of any Event of Default; (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document; or (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

SECTION 10.04    Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including, without limitation, any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that, by its terms, must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender, unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants, and other experts selected by it, and shall not be liable for any action taken, or not taken, by it in accordance with the advice of any such counsel, accountants or experts.

SECTION 10.05    Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one

(1)or more sub-agents appointed by the Administrative Agent. The Administrative Agent, and any such sub- agent, may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article X shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents, except to the extent that a court of competent jurisdiction determines, in a final and non- appealable judgment, that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

SECTION 10.06    Resignation of Administrative Agent.

af.The Administrative Agent may, at any time, give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, which consent shall not be unreasonably withheld, conditioned or delayed, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been appointed by the Required Lenders and shall have accepted such appointment within thirty (30) calendar days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided, that, in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

ag.If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof in Section 1.01, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower and such Person, remove such Person as the Administrative Agent, and, with the consent of the Borrower so long as no Event of Default has occurred and is continuing, which consent shall

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not be unreasonably withheld, conditioned or delayed, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) calendar days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

ah.With effect from the Resignation Effective Date or the Removal Effective Date (as applicable):

(i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to, or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 10.06. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to, and become vested with, all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.06). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor, unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent Administrative Agent’s resignation (or removal) hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties, in respect of any actions taken, or omitted to be taken, by any of them (A) while the retiring Administrative Agent was acting as Administrative Agent, and (B) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including, without limitation, in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

ai.Any resignation by, or removal of, Barclays as Administrative Agent pursuant to this Section

10.0ashall also constitute its resignation or removal, as the case may be, as Swing Line Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder: (iii) such successor shall succeed to, and become vested with all of the rights, powers, privileges and duties of, the retiring Swing Line Lender; and (iv) the retiring Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents.

SECTION 10.07    Non-Reliance on the Administrative Agent, the Joint Lead Arrangers, theSustainability Coordinators and the Other Lenders.

x.Each Lender expressly acknowledges that none of the Administrative Agent, any Joint Lead Arranger nor any Sustainability Coordinator has made any representation or warranty to it, and that no act by the Administrative Agent, any Joint Lead Arranger or any Sustainability Coordinator hereafter taken, including, without limitation, any consent to, and acceptance of, any assignment or review of the affairs of the Borrower (or any Affiliate thereof) shall be deemed to constitute any representation or warranty by the Administrative Agent, any Joint Lead Arranger or any Sustainability Coordinator to any other Lender as to any matter, including, without limitation, as to whether the Administrative Agent, any Joint Lead Arranger or any Sustainability Coordinator has disclosed material information in their (or their respective Related Parties’) possession. Each Lender hereby represents to the Administrative Agent, each Joint Lead Arranger and each Sustainability Coordinator that it has, independently and without reliance upon the Administrative Agent, any Joint Lead Arranger, any Sustainability Coordinator, any other Lender, or any of the respective Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and its Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter

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into this Agreement and to extend credit to the Borrower hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Joint Lead Arranger, any Sustainability Coordinator, any other Lender, or any of the respective Related Parties of any of the foregoing, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking, or not taking, action under, or based upon, this Agreement, any other Loan Document, or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and its Subsidiaries.

xi.Each Lender hereby represents and warrants that: (i) (A) the Loan Documents set forth the terms of a commercial lending facility, and (B) such Lender is engaged in the making, acquiring or holding of commercial loans in the ordinary course, and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not, in any event, for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender hereby agrees not to assert a claim in contravention of the foregoing; and (ii) such Lender is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities as set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans, or to provide such other facilities, as the case may be, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

SECTION 10.08    No Other Duties; Etc. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, none of the Joint Lead Arrangers, syndication agents, documentation agents or co-agents shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or a Sustainability Coordinator hereunder.

SECTION 10.09    Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition, or other judicial proceeding relative to the Borrower, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise, and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(1)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid, and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including, without limitation, any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel, and all other amounts due the Lenders and the Administrative Agent under Section

2.08 and Section 11.04) allowed in such judicial proceeding; and

(b)    to collect and receive any monies or other property payable or deliverable on any such claims, and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent, and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Section 2.08 and Section 11.04.

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Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to, or accept or adopt on behalf of any Lender, any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

SECTION 10.10    Lender ERISA Representations.

(1)Each Lender (A) represents and warrants, as of the date on which such Person became a Lender party hereto, to, and (B) covenants, from the date on which such Person became a Lender party hereto to the date on which such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and each Joint Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to, or for the benefit of, the Borrower, that at least one (1) of the following is and will be true:

(a)such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA) of one (1) or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of, and performance of the Loans, the Revolving Commitments and/or this Agreement, as the case may be;

(b)the transaction exemption set forth in one (1) or more PTEs, such as PTE 84–14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95–60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90–1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91–38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96–23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Revolving Commitments and this Agreement;

(c)(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84–14); (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Revolving Commitments and this Agreement; (C) the entrance into, participation in, administration of and performance of the Loans, the Revolving Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84–14; and (D) to the best knowledge of any Responsible Officer of such Lender, the requirements of subsection (a) of Part I of PTE 84–14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Revolving Commitments and this Agreement; or

(d)such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(2)In addition, unless the foregoing clause (a)(i) is true with respect to a Lender, or such Lender has provided another representation, warranty and covenant as provided in the foregoing clause (a)(iv), such Lender further (A) represents and warrants, as of the date on which such Person became a Lender party hereto, to, and (B) covenants, from the date on which such Person became a Lender party hereto to the date on which such Person ceases being a Lender party hereto, for the benefit of the Administrative Agent and each Joint Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to, or for the benefit of, the Borrower, that none of the Administrative Agent or any Joint Lead Arranger, or any of their respective Affiliates, is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of, and performance of the Loans, the Revolving Commitments and/or this Agreement, as the case may be (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document, or any documents related to hereto or thereto).

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SECTION 10.11    Recovery of Erroneous Payments. Without limitation of any other provision of this Agreement, if, at any time, the Administrative Agent makes a payment hereunder in error to any Lender, whether or not in respect of an Obligation then due and owing by the Borrower at such time, where such payment (or any portion thereof) is a Rescindable Amount, then, in any such event, each Lender receiving a Rescindable Amount (or portion thereof) severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount (or portion thereof) received by such Lender, in immediately available funds in Dollars, with interest thereon, for each day from, and including, the date on which such Rescindable Amount (or portion thereof) is received by or made available to it to, but excluding, the date of payment thereof to the Administrative Agent, at the Overnight Rate. Each Lender irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount (or portion thereof) received by it. The Administrative Agent shall inform each Lender promptly upon determining that any payment made to such Lender comprised, in whole or in part, a Rescindable Amount.

ARTICLE XI MISCELLANEOUS

SECTION 11.01    Amendments, Etc. Subject to Section 2.17 and Section 3.03, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure therefrom by the Borrower, shall be effective unless in writing signed by the Required Lenders and the Borrower and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance, and for the specific purpose, for which given, provided, that:

(1)no such amendment, waiver or consent shall:

(a)extend (except as provided for in Section 2.16) or increase the Revolving Commitment of a Lender (or reinstate any Revolving Commitment terminated pursuant to Section 9.02) without the written consent of such Lender whose Revolving Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.02, or of any Default, any Event of Default or a mandatory reduction in Revolving Commitments, is not considered an extension or increase in Revolving Commitments of any Lender);

(b)postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them), or any scheduled or mandatory reduction of the Revolving Commitments hereunder or under any other Loan Document, in each case of the foregoing, without the written consent of each Lender entitled to receive such payment or whose Revolving Commitments are to be reduced, as the case may be;

(c)reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (i) of the final proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document, in each case of the foregoing, without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amounts; provided, that, only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” in Section 1.01, or to waive any obligation of the Borrower to pay interest at the Default Rate;

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(d)change any provision of this Section 11.01 or the definition of “Required Lenders” in Section 1.01, in each case of the foregoing, without the written consent of each Lender;

(e)change the provisions of Section 2.12 or Section 9.03 in a manner that would alter the pro rata sharing of payments required thereby, in each case of the foregoing, without the written consent of each Lender;

(2)unless also signed by the Swing Line Lender, no amendment, waiver or consent shall affect the rights or duties of the Swing Line Lender under this Agreement; and

(3)unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document;

provided, that, notwithstanding anything to the contrary in the foregoing or elsewhere in this Agreement or any other Loan Document:

(a)the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;

(b)no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent that, by its terms, requires the consent of all Lenders or each affected Lender, as the case may be, may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that:

(1)the Revolving Commitment of any Defaulting Lender may not be increased or extended, nor any principal amount(s) owed to any Defaulting Lender reduced nor the final maturity thereof extended, in each case of the foregoing, without the consent of such Lender; and (B) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender, as the case may be, that, by its terms, affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender;

(a)each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein;

(b)the Required Lenders shall determine whether or not to allow the Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding, and such determination shall be binding on all of the Lenders;

(c)this Agreement may be amended in accordance with Section 3.03 (with only the consents and/or approvals expressly required thereby);

(d)this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, the Borrower and the relevant Lenders providing such additional credit facilities to: (A) add one (1) or more additional credit facilities to this Agreement, to permit the extensions of credit from time to time outstanding hereunder, and the accrued interest and fees in respect thereof, to share ratably in the benefits of this Agreement and the other Loan Documents, and the Loans and the accrued interest and fees in respect thereof, and to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders; and (B) change, modify or alter Section 2.12 or Section 9.03, or any other provision hereof relating to the pro rata sharing of payments among the

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Lenders, solely to the extent necessary to effectuate any of the amendments (or amendments and restatements) enumerated in this clause (vi) and for no other purpose;

(e)this Agreement may be amended (or amended and restated) without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment (or such amendment and restatement): (A) such Lender shall no longer be a party to this Agreement (as so amended or so amended and restated); (B) the Revolving Commitments of such Lender shall have been terminated; (C) such Lender shall have no other commitment(s) and/or obligation(s) hereunder or under any other Loan Document; and

(D) such Lender shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement and the other Loan Documents;

(f)this Agreement and the other Loan Documents may be amended in accordance with Section 2.17 with only the consent of the Borrower and the Sustainability Coordinators; and

(g)if, following the Effective Date, the Administrative Agent and the Borrower, acting together, identify any ambiguity, omission, mistake, typographical error and/or other defect in any provision of this Agreement or any other Loan Document (including, without limitation, the schedules and exhibits hereto or thereto), then the Administrative Agent and the Borrower shall be permitted to amend, restate, amend and restate, supplement and/or otherwise modify such provision to cure such ambiguity, omission, mistake, typographical error and/or other defect, and such amendment (or amendment and restatement, as the case may be) shall become effective without any further action or consent of any other party to this Agreement.

SECTION 11.02    Notices and Other Communications; Facsimile Copies.

(1)Notices Generally. Except, in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in clause (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(h)if to the Borrower, the Administrative Agent or the Swing Line Lender, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 11.02; and

(i)if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (provided, that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day). Notices and other communications delivered through electronic communications, to the extent provided in clause (b) below, shall be effective as provided in such clause (b).

(2)Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail, FPML messaging and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided, that, the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender, as applicable, has notified the

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Administrative Agent that it is incapable of receiving notices under Article II by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided, that, approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes: (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail, or other written acknowledgement), provided, that, if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day; and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (b)(i) of notification that such notice or communication is available and identifying the website address therefor.

(3)The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction, by a final and non-appealable judgment, to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, that, in no event shall any Agent Party have any liability to the Borrower, any Lender, or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(4)Change of Address, Etc. The Borrower, the Administrative Agent and the Swing Line Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record: (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent; and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one (1) individual at, or on behalf of, such Public Lender to, at all times, have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including, without limitation, U.S. Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of U.S. Federal or state securities laws.

(5)Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Revolving Loan Notices, Swing Line Loan Notices and Prepayment Notices) purportedly given by, or on behalf of, the Borrower, even if: (i) such notices were not made in a manner specified herein, were incomplete, or were not preceded or followed by any

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other form of notice specified herein; or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each Lender, and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by, or on behalf of, the Borrower. All telephonic notices to, and other telephonic communications with, the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

SECTION 11.03    No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and are not exclusive of any rights, remedies, powers and privileges provided by applicable Law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Borrower shall be vested exclusively in, and all actions and proceedings at Law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 9.02 for the benefit of all the Lenders, provided, that: (a) the foregoing shall not prohibit (i) the Administrative Agent from exercising, on its own behalf, the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (ii) the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as Swing Line Lender) hereunder and under the other Loan Documents, (iii) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.12), or (iv) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under any Debtor Relief Law; and (b) if, at any time, there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 9.02, and (ii) in addition to the matters set forth in the foregoing clauses (a)(ii), (a)(iii) and (a)(iv) and subject to Section 2.12, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

SECTION 11.04    Expenses; Indemnity; and Damage Waiver.

(1)Costs and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates (including, without limitation, the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender (including, without limitation, the reasonable fees, charges and disbursements of one (1) primary counsel and, to the extent reasonably necessary, one (1) special and one (1) local counsel in each applicable jurisdiction for the Administrative Agent and for all of the Lenders as a group (and, in the event of any actual or potential conflict of interest, one (1) additional counsel for the Administrative Agent and/or each Lender subject to such conflict)) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 11.04, or

(2)in connection with the Loans made, including, without limitation, all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

(2)Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Joint Lead Arranger, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, penalties and reasonable related expenses (including, without

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limitation, the reasonable fees, charges and disbursements of one (1) primary counsel and, to the extent reasonably necessary, one (1) special and one (1) local counsel in each applicable jurisdiction for the Indemnitees (and, in the event of any actual or potential conflict of interest, one (1) additional counsel for the Administrative Agent and/or each Lender subject to such conflict)) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of

(a)the execution or delivery of this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or the use, or proposed use, of the proceeds therefrom,

(iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related, in any way, to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided, that, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction, by final and non- appealable judgment, to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(3)Reimbursement by Lenders. To the extent that the Borrower, for any reason, fails to indefeasibly pay any amount required under the foregoing clauses (a) or (b) to be paid by it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by, or asserted against, the Administrative Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.11(d).

(4)Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, the Borrower shall not assert, and the Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use, or proposed use, of the proceeds thereof. No Indemnitee referred to in the foregoing clause (b) shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents, or the transactions contemplated hereby or thereby.

(5)Payments. All amounts due under this Section 11.04 shall be payable not later than ten (10) Business Days after demand therefor.

(6)Survival. The agreements in this Section 11.04 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Revolving Commitments and the repayment, satisfaction or discharge of all the other Obligations.

SECTION 11.05    Payments Set Aside. To the extent that any payment by, or on behalf of, the Borrower is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including, without limitation, pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid

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to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then: (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect, as if such payment had not been made or such setoff had not occurred; and (b) each Lender severally agrees to pay to the Administrative Agent, upon demand, its applicable share (without duplication) of any amount so recovered from, or repaid by, the Administrative Agent, plus interest thereon from, and including, the date of such demand to, and including, the date such payment is made, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under the foregoing clause (b) shall survive the payment in full of the Obligations and the termination of this Agreement.

SECTION 11.06    Successors and Assigns.

aj.Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon, and inure to the benefit of, the parties hereto and thereto and their respective successors and assigns permitted hereby, provided, that, the Borrower shall not assign, or otherwise transfer, any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder, except: (i) to an assignee in accordance with the provisions of clause (b) below; (ii) by way of participation in accordance with the provisions of clause (d) below; or (iii) by way of pledge or assignment of a security interest subject to the restrictions of clause (f) below (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in clause (d) below, and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under, or by reason of, this Agreement.

ak.Assignments by Lenders. Any Lender may, at any time, assign to one (1) or more assignees all, or a portion, of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all, or a portion, of its Revolving Commitment and the Loans (including, for purposes of this clause (b), participations in Swing Line Loans) at the time owing to it), provided, that, any such assignment shall be subject to the following conditions:

(i)Minimum Amounts.

(1)in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitment and the Loans at the time owing to it, or, in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(2)in any case not described in the foregoing clause (b)(i)(A), the aggregate amount of the Revolving Commitment (which, for this purpose, includes Loans outstanding thereunder) or, if the Revolving Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent, or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than Five Million Dollars ($5,000,000), in the case of an assignment of Revolving Loans, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld, conditioned or delayed); provided, that, concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single assignee (or to an assignee and members of

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its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met;

(i)Required Consents. No consent shall be required for any assignment, except to the extent required by the foregoing clause (b)(i)(B), and, in addition:

(3)the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) shall be required, unless (I) an Event of Default has occurred and is continuing at the time of such assignment, or (II) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, that, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;

(4)the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for assignments in respect of any Revolving Commitment if such assignment is to a Person that is not a Lender with a Revolving Commitment in respect of the Revolving Commitment subject to such assignment, an Affiliate of such Lender, or an Approved Fund with respect to such Lender; and

(5)the consent of the Swing Line Lender (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any assignment in respect of the Revolving Commitment.

(ii)Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, that, the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(iii)No Assignment to Certain Persons. No such assignment shall be made: (A) to the Borrower, or any of the Borrower’s Affiliates or Subsidiaries; or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (b)(iv)(B); or (C) to a natural person (or to a holding company, investment vehicle or trust for, or owned and operated by, or for the primary benefit of, a natural person).

(iv)Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or sub-participations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to:

(A) pay and satisfy, in full, all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon); and (B) acquire (and fund, as appropriate) its full pro rata share of all Loans and participations in Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding anything to the contrary in the foregoing, in the event that any assignment of rights and obligations of any Defaulting

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Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (b), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to the acceptance and recording thereof by the Administrative Agent pursuant to clause

al.below, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, shall have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), but shall continue to be entitled to the benefits of Section 3.01, Section 3.04, Section 3.05 and Section 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (b), shall be treated, for purposes of this Agreement, as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) below.

(3)Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Revolving Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(4)Participations. Any Lender may, at any time, without the consent of, or notice to, the Borrower, the Swing Line Lender or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender, or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all, or a portion, of such Lender’s rights and/or obligations under this Agreement (including, without limitation, all, or a portion, of its Revolving Commitment and/or the Loans (including, without limitation, such Lender’s participations in Swing Line Loans) owing to it), provided, that: (i) such Lender’s obligations under this Agreement shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) the Borrower, the Administrative Agent, the Swing Line Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided, that, such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (a)(i) through (a)(v) of Section 11.01 that affects such Participant. Subject to clause (e) below, the Borrower agrees that each Participant shall be entitled to the benefits of Section 3.01, Section 3.04 and Section

3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to the foregoing clause (b). To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided, that, such Participant agrees to be subject to Section 2.12 as though it were a Lender. Each Lender that sells a participation shall, acting

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solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “ParticipantRegister”); provided, that, no Lender shall have any obligation to disclose all, or any portion, of the Participant Register (including, without limitation, the identity of any Participant, or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person, except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103–1(c) of the U.S. Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement, notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. No sale of a participation shall be effective unless and until it has been recorded in the Participant Register as provided in this clause (d).

am.Limitation on Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or Section 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. Furthermore, a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01, unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e) as though it were a Lender.

an.Certain Pledges. Any Lender may, at any time, pledge or assign a security interest in all, or any portion, of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including, without limitation, any pledge or assignment to secure obligations to a Federal Reserve Bank or other central banking authority; provided, that, no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

ao.Resignation as Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if, at any time, Barclays assigns all of its Revolving Commitment and Loans pursuant to the foregoing clause (b), Barclays may, upon thirty (30) calendar days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Swing Line Lender hereunder; provided, that, no failure by the Borrower to appoint any such successor shall affect the resignation of Barclays as Swing Line Lender, as the case may be. If Barclays resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.03(c). Upon the appointment of a successor Swing Line Lender, such successor shall succeed to, and become vested with all of the rights, powers, privileges and duties of, the retiring Swing Line Lender, as the case may be.

Notice by the Administrative Agent to the Borrower of any assignment made under this Section 11.06 shall be provided as may be agreed in writing from time to time between the Borrower and the Administrative Agent.

SECTION 11.07    Treatment of Certain Information; Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed: (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such

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disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent required by applicable Laws or by any subpoena or similar legal process; (d) to any other party hereto; (e) in connection with the exercise of any remedies hereunder or under any other Loan Document, or any action or proceeding relating to this Agreement or any other Loan Document, or the enforcement of rights hereunder or thereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section 11.07, to (i) any assignee of, or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations; (g) with the consent of the Borrower; (h) to the extent such Information (i) becomes publicly available, other than as a result of a breach of this Section 11.07, or (ii) becomes available to the Administrative Agent, any Lender, or any of their respective Affiliates on a non-confidential basis from a source other than the Borrower; (i) to rating agencies if requested or required by such agency in connection with a rating relating to the Loans hereunder; and (j) on a confidential basis to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to this Agreement. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Revolving Commitments.

For purposes of this Section 11.07, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary, or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender on a non-confidential basis prior to disclosure by the Borrower or any Subsidiary, provided, that, in the case of information received from the Borrower or any Subsidiary after the Effective Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section

11.0ashall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Administrative Agent and the Lenders acknowledges that: (A) the Information may include material non-public information concerning the Borrower or any Subsidiary, as the case may be; (B) it has developed compliance procedures regarding the use of material non-public information; and (C) it will handle such material non-public information in accordance with applicable Law, including U.S. federal and state securities Laws.

SECTION 11.08    Set-off. If an Event of Default shall have occurred and be continuing, each Lender, and each of their respective Affiliates, is hereby authorized, at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender or any such Affiliate to, or for the credit or the account of, the Borrower, against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document, and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.14, and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (ii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing, in reasonable detail, the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its respective

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Affiliates under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

SECTION 11.09    Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid, or agreed to be paid, under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans, or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law: (a) characterize any payment that is not principal as an expense, fee, or premium, rather than interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate, and spread, in equal or unequal parts, the total amount of interest throughout the contemplated term of the Obligations hereunder.

SECTION 11.10    Integration; Effectiveness. This Agreement and the other Loan Documents constitute the entire contract among the parties hereto relating to the subject matter hereof, and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 5.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.

SECTION 11.11    Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto, or in connection herewith or therewith, shall survive the execution and delivery hereof and thereof. Such representations and warranties have been, or will be, relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender, or on its or their behalf, and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or any Event of Default at the time of any Borrowing, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

SECTION 11.12    Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby, and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate, or render unenforceable, such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section11.12, if, and to the extent, that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

SECTION 11.13    Replacement of Lenders. If (i) any Lender requests compensation under Section3.04, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Loan Document that has been approved by the Required Lenders as provided in Section 11.01, but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable), (iv) any Lender is a Non-Extending Lender pursuant to Section 2.16(b), or (v) any Lender is a Defaulting Lender, then, in any such case of the foregoing clauses (i) through (v), the Borrower may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with, and

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subject to, the rights and restrictions contained in, and consents required by, Section 11.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if such other Lender accepts such assignment), provided, that:

xii.the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b);

xiii.such Lender shall have received payment of an amount equal to one hundred percent (100.0%) of the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including, without limitation, any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

xiv.in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

xv.such assignment does not conflict with applicable Laws; and

xvi.in the case of any such assignment resulting from a Non-Consenting Lender’s or a Non- Extending Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Loan Document, the applicable replacement bank, financial institution or Approved Fund consents to the proposed change, waiver, discharge or termination; provided, that, the failure by such Non-Consenting Lender or such Non-Extending Lender, as applicable, to execute and deliver an Assignment and Assumption shall not impair the validity of the removal of such Non-Consenting Lender or such Non-Extending Lender, and the mandatory assignment of such Non-Consenting Lender’s or such Non-Extending Lender’s, as applicable, Revolving Commitments and outstanding Loans and participations in Swing Line Loans pursuant to this Section 11.13 shall nevertheless be effective without the execution by such Non-Consenting Lender or such Non-Extending Lender, as applicable, of an Assignment and Assumption.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

SECTION 11.14    Governing Law; Jurisdiction; Etc.

(1)GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF, OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN), AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(2)SUBMISSION TO JURISDICTION. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF, OR RELATING TO, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR

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RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY APPLICABLE LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(3)WAIVER OF VENUE. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF, OR RELATING TO, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN THE FOREGOING CLAUSE (b). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(4)SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

SECTION 11.15    Waiver of Right to Trial by Jury. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, OR RELATING TO, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO: (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.15.

SECTION 11.16    Electronic Execution; Electronic Records; Counterparts.

(1)This Agreement, any other Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the Borrower, the Administrative Agent and each Lender (collectively (including the Borrower), the “Executing Parties”, and each individually, an “Executing Party”) agree that any Electronic Signature on, or associated with, any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof, to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one (1) and the same Communication. For the avoidance of doubt, the authorization provided under this clause (a) may include the use or acceptance of a

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manually signed paper Communication that has been converted into electronic form (such as scanned into a “.pdf” format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the other Executing Parties may, at its option, create one (1) or more copies of any Communication in the form of an imaged Electronic Record (an “Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Document, neither the Administrative Agent nor the Swing Line Lender is under any obligation to accept an Electronic Signature in any form or in any format, unless expressly agreed to by such Person pursuant to procedures approved by it; provided, that, without limitation of the foregoing, (i) to the extent that the Administrative Agent and/or the Swing Line Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the other Executing Parties shall be entitled to rely on any such Electronic Signature purportedly given by, or on behalf of, the Borrower, any Lender and/or any other Executing Party, without further verification thereof and regardless of the appearance or form of such Electronic Signature, and

(ii) upon the request of the Administrative Agent or any other Executing Party, any Communication executed using an Electronic Signature shall be promptly followed by a manually executed counterpart.

(2)Neither the Administrative Agent nor the Swing Line Lender shall be responsible for, or have any duty to ascertain or inquire into, the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument, certificate and/or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s and/or the Swing Line Lender’s respective reliance on any Electronic Signature transmitted by telecopy, emailed in “.pdf” form or transmitted by any other electronic means). Each of the Administrative Agent and the Swing Line Lender shall be entitled to rely on, and shall incur no liability under, or in respect of, this Agreement or any other Loan Document by acting upon, any Communication or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).

(3)The Borrower and each other Executing Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or any other Loan Document (or any other agreement(s), certificate(s), instrument(s) and/or document(s) executed in connection herewith or therewith) based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such other agreement(s), certificate(s), instrument(s) and/or document(s), and (ii) any claim against the Administrative Agent and/or any other Executing Party (and/or any of their respective Related Parties) for any liabilities arising solely from the Administrative Agent’s and/or any other Executing Party’s reliance on, or use of, Electronic Signatures, including, without limitation, any liabilities arising as a result of the failure of the Borrower to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

SECTION 11.17    USA Patriot Act; Beneficial Ownership Regulation. Each Lender that is subject to the Patriot Act and the Administrative Agent (for itself, and not on behalf of any Lender) hereby notifies the Borrower that, pursuant to the requirements of the Patriot Act and, to the extent that the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Regulation, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Patriot Act and, to the extent that the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Regulation. The Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and, to the extent that the

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Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Regulation.

SECTION 11.18    No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Joint Lead Arrangers, the Sustainability Coordinators and the Lenders are, in each case, arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Joint Lead Arrangers, the Sustainability Coordinators and the Lenders, as applicable, on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b) (i) the Administrative Agent, the Joint Lead Arrangers, the Sustainability Coordinators and the Lenders each is, and has been, acting solely as a principal, and, except as expressly agreed in writing by the relevant parties, has not been, is not and will not be acting as, an advisor, agent or fiduciary for the Borrower, any Affiliate of the Borrower or any other Person, and (ii) none of the Administrative Agent, the Joint Lead Arrangers, the Sustainability Coordinators and the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby, except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Joint Lead Arrangers, the Sustainability Coordinators, the Lenders, and each of their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent, the Joint Lead Arrangers, the Sustainability Coordinators and the Lenders has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by applicable Law, the Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Joint Lead Arranger, any Sustainability Coordinator or any Lender with respect to any breach, or alleged breach, of agency or fiduciary duty in connection with any aspect of any transactions contemplated hereby.

SECTION 11.19    Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Solely to the extent that any Lender that is an Affected Financial Institution is party to this Agreement, and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent that such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority, and each party hereto agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder that may be payable to it by any Lender that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable, (i) a reduction, in full or in part, or cancellation of any such liability, (ii) a conversion of all, or a portion, of such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to, or otherwise conferred on, it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

SECTION 11.20    Acknowledgement Regarding any Supported QFCs.

(1)To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Obligation or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”; and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the U.S. Federal Deposit Insurance Corporation under the U.S. Federal Deposit Insurance Act and Title II of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the

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regulations promulgated thereunder or in connection therewith, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the Laws of the State of New York and/or of the United States or any other state of the United States.

(2)In the event that a Covered Entity that is a party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the Laws of the United States or a state of the United States. In the event that a Covered Party, or a BHC Act Affiliate of a Covered Party, becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

SECTION 11.21    Amendment and Restatement; Reallocation; New Lenders.

(1)Amendment and Restatement. Each of the parties hereto hereby agree that, on the Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto or any other Person: (i) the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (ii) all Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement that are outstanding on the Effective Date shall, in all respects, be continuing and shall be deemed to constitute Obligations hereunder, except as expressly modified hereby, and this Agreement shall not constitute a novation of any such Obligations (as defined in the Existing Credit Agreement) or of any of the respective rights, duties and/or obligations of any of the parties hereunder; and (iii) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed (without further amendment) to refer to this Agreement.

(2)Reallocation. The Administrative Agent, the Borrower and the Lenders each hereby acknowledge and agree that the Revolving Commitments of each Lender as set forth on Schedule 2.01 are the Revolving Commitments of such Lender as of the Effective Date, with the reallocation of Loans outstanding under the Revolving Commitments of the Lenders as they existed immediately prior to the Effective Date having been made per instructions from the Administrative Agent, and neither any Assignment and Assumption nor any other action(s) of any Person is required in order to give effect to such Revolving Commitments as set forth on Schedule 2.01.

(3)New Lenders. From and after the Effective Date, by execution of this Agreement, each Person identified as a “Lender” on each signature page hereto that is not already a Lender (as defined in the Existing Credit Agreement) under the Existing Credit Agreement hereby acknowledges, agrees and confirms that, by its execution of this Agreement, such Person shall be deemed to be a party to this Agreement and a “Lender” for all purposes of this Agreement and the other Loan Documents, and such Person shall have all of the obligations of a Lender hereunder as if such Person had executed the Existing Credit Agreement and continued as a Lender hereunder on the Effective Date in accordance with the foregoing clause (a). Each such Person hereby ratifies, as of the Effective Date, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Lenders that are contained in this Agreement and each of the other Loan Documents.

[Remainder of Page Intentionally Left Blank; Signature Pages Intentionally Omitted]

85

EX-4

Exhibit 4

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND EXTENSION AGREEMENT

This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

AND EXTENSION AGREEMENT (this “Amendment”), dated as of October 17, 2022 (the “First AmendmentEffective Date”), is entered into by and among EVERSOURCE ENERGY, a voluntary association and Massachusetts business trust organized under the laws of the Commonwealth of Massachusetts (“Eversource”), AQUARION WATER COMPANY OF CONNECTICUT, a Connecticut corporation (“AWC–CT”), NSTAR GAS

COMPANY, a Massachusetts corporation doing business as Eversource Energy (“NSTAR Gas”), THE CONNECTICUT LIGHT AND POWER COMPANY, a Connecticut corporation doing business as Eversource Energy (“CL&P”), PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE, a New Hampshire corporation doing business as Eversource Energy (“PSNH”), YANKEE GAS SERVICES COMPANY, a Connecticut corporation doing business as Eversource Energy (“Yankee Gas”), EVERSOURCE GAS COMPANY OF MASSACHUSETTS, a Massachusetts corporation doing business as Eversource Energy (“Eversource Gas”; and Eversource Gas, together with Eversource, AWC–CT, NSTAR Gas, CL&P, PSNH and Yankee Gas, collectively, the “Borrowers”, and each individually, a “Borrower”), the Lenders (here and hereafter as defined in the Credit Agreement (here and hereafter as defined below)), and BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent and Swing Line Lender (each, here and hereafter as defined in the Credit Agreement). Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings provided for such terms in the Credit Agreement (as amended by this Amendment or as in effect immediately prior to the effectiveness of this Amendment, as the context may require).

R E C I T A L S

WHEREAS, the Borrowers, the Lenders from time to time party thereto, and Bank of America, in its capacity as Administrative Agent and Swing Line Lender, entered into that certain Second Amended and Restated Credit Agreement, dated as of October 15, 2021 (as amended, restated, amended and restated, supplemented, increased, extended, refinanced, renewed, replaced, and/or otherwise modified in writing from time to time, the “Credit Agreement”);

WHEREAS, the Borrowers have requested that the Lenders make certain modifications to the terms of the Credit Agreement as described in Section 2(a) below and certain modifications to certain Exhibits to the Credit Agreement as described in Section 2(b) below;

WHEREAS, the Borrowers have requested, in accordance with Section 2.16(a) (Request for Extension) of the Credit Agreement, that each Lender consent to the extension of the Revolving Loan Maturity Date (as defined in the Credit Agreement as in effect immediately prior to the effectiveness of this Amendment) for an additional one (1) year, from October 15, 2026 to October 15, 2027, pursuant to Section 2.16 (Extension of Revolving Loan Maturity Date) of the Credit Agreement; and

WHEREAS, (i) the Lenders have agreed to consent to the modifications to the terms and provisions of the Credit Agreement (including to the Exhibits thereto) as set forth in Section 2 below, and (ii) each Lender that, on or prior to the First Amendment Effective Date, has delivered to the Administrative Agent (or its counsel) a duly executed Lender Consent to Extension substantially in the form of Annex III hereto (an “Extension Consent”) (such Lenders being set forth on Schedule I to this Amendment and referred to herein, collectively, as the “Extending Lenders”, and each individually, as an “Extending Lender”), has agreed to extend the Revolving Loan Maturity Date (as defined in the Credit Agreement as in effect immediately prior to the effectiveness of this Amendment) applicable to all of its Revolving Commitments for an additional one (1) year from October 15, 2026 to October 15, 2027, in each case of the foregoing clauses (i) and (ii), on the terms, and subject to the conditions, set forth herein;

First Amendment to Second Amended and Restated Credit Agreement and Extension Agreement (Eversource Energy)

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NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the parties hereto hereby agree as follows:

A G R E E M E N T

1.Introductory Paragraph and Recitals; Definitions. The above introductory paragraph and recitals (including any terms defined therein) of this Amendment are incorporated herein by reference as if fully set forth in the body of this Amendment. Capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings provided for such terms in the Credit Agreement (as amended by this Amendment or as in effect immediately prior to the effectiveness of this Amendment, as the context may require).

2.Amendments to Credit Agreement. In accordance with Section 11.01 (Amendments, Etc.) of the Credit Agreement, by act of the Lenders, the Credit Agreement is hereby amended in the following respects:

(a)Terms of Credit Agreement. The terms of the Credit Agreement (but not the Exhibits and/or Schedules thereto) are hereby amended and replaced in their entirety to read as set forth in the copy of the entire body of the Credit Agreement attached hereto as Annex I.

(b)Exhibits to Credit Agreement. Exhibit 2.02 (Revolving Loan Notice) and Exhibit 2.04 (Prepayment Notice) to the Credit Agreement are each hereby amended and replaced in their entirety with the applicable Exhibit attached hereto as Annex II.

3.Extension of Revolving Loan Maturity Date; Certain Acknowledgements. Each of the Extending Lenders party to this Amendment hereby confirms its agreement (as evidenced by its delivery of a duly executed Extension Consent to the Administrative Agent (or its counsel) on or prior to the First Amendment Effective Date), in accordance with Section 2.16 (Extension of Revolving Loan Maturity Date) of the Credit Agreement, to extend the Revolving Loan Maturity Date applicable to all of its Revolving Commitments from October 15, 2026 to October 15, 2027. Each of the Lenders party to this Amendment that is not an Extending Lender hereby acknowledges that, as provided in Section 2.16(b) (Lenders Election to Extend) of the Credit Agreement, such Lender shall, by virtue of not being an Extending Lender on the First Amendment Effective Date, be deemed to be a Non-Extending Lender subject to replacement as provided in Section 2.16(d) (Additional Commitment Lenders) of the Credit Agreement. The Borrowers hereby acknowledge that the extension of the Revolving Loan Maturity Date with respect to the aggregate Revolving Commitments of the Extending Lenders from October 15, 2026 to October 15, 2027 shall constitute an exercise of the extension option set forth in Section 2.16(a) (Request for Extension) of the Credit Agreement for purposes of the aggregate cap on such exercises set forth in Section 2.16(a)(i) of the Credit Agreement.

4.Effectiveness; Conditions Precedent. This Amendment shall become effective as of the First Amendment Effective Date upon the satisfaction of each of the following conditions precedent:

(c)Amendment. Receipt by the Administrative Agent of: (i) a counterpart of this Amendment duly executed by each of the Borrowers and each of the Lenders (including the Swing Line Lender); and (ii) duly executed Extension Consents from Lenders constituting the Required Lenders.

(d)Certificate. Receipt by the Administrative Agent of a certificate, duly executed by a Responsible Officer of each Borrower, certifying that, as of the First Amendment Effective Date: (A) there are no actions, suits, proceedings or disputes pending, or, to the knowledge of any Responsible Officer of any Borrower after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Borrower or any Principal Subsidiary, or against any of their respective properties or revenues, in any such case of the foregoing of this clause (b), that (I) purports to affect or pertain to this Amendment, the Credit Agreement and/or any

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of the other Loan Documents, and/or any of the transactions contemplated hereby or thereby, or (II) could reasonably be expected to result in a Material Adverse Effect with respect to any Borrower, except as specifically disclosed in the Disclosure Documents; and (B) since December 31, 2020, there has been no event or circumstance, either individually or in the aggregate, that has resulted in a Material Adverse Effect with respect to any Borrower, except as specifically disclosed in the Disclosure Documents.

(a)Prepayments. The Borrowers shall have prepaid any Loans outstanding on the First Amendment Effective Date (and paid any additional amounts required pursuant to Section 3.05 (Compensation for Losses) of the Credit Agreement) to the extent necessary to keep any such outstanding Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of the First Amendment Effective Date (immediately after giving effect to this Amendment and the Extension Consents delivered to the Administrative Agent in connection herewith).

(b)Fees and Expenses. Receipt by the Administrative Agent of all fees, costs, expenses, charges, disbursements and other amounts due and payable by any of the Borrowers to any of the Administrative Agent, the Swing Line Lender and/or the Lenders on or prior to the First Amendment Effective Date, including, without limitation: (i) those certain fees set forth in that certain extension fee letter agreement, dated as of August 31, 2022, by and among BofA Securities, Inc., Bank of America, Barclays Bank PLC, Eversource and NSTAR Electric Company, a Massachusetts corporation doing business as Eversource Energy (as amended, restated, amended and restated, supplemented, increased, and/or otherwise modified in writing from time to time, the “Extension Fee Letter”); and (ii) reimbursement or payment of all out-of-pocket expenses of the Administrative Agent and its Affiliates (including, without limitation, all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by any of the Borrowers hereunder, under any other Loan Document, and/or under any other agreement(s) with the Administrative Agent or any of its Affiliates.

5.Miscellaneous.

(1)Loan Document. The Borrowers acknowledge and agree that this Amendment shall be deemed to be, and shall be, a “Loan Document” as such term is used in the Credit Agreement and the other Loan Documents.

(2)Acknowledgement and Consent; Affirmation of Obligations. Each Borrower: (i) acknowledges and consents to all of the terms and conditions of this Amendment; (ii) agrees that this Amendment, and all documents and/or certificates executed in connection herewith, do not operate to reduce or discharge its obligations under the Credit Agreement or the other Loan Documents or any certificates, documents, agreements and instruments executed in connection therewith; and (iii) affirms all of its obligations under the Loan Documents.

(3)Full Force and Effect. Except as expressly modified hereby, all of the terms and provisions of the Credit Agreement and the other Loan Documents (including Schedules and Exhibits thereto) shall remain in full force and effect.

(4)Representations and Warranties. Each of the Borrowers hereby represents and warrants to the Administrative Agent and the Lenders as follows:

(a)the execution, delivery and performance of this Amendment by such Borrower has been duly authorized by all necessary corporate or other organizational action;

(b)this Amendment has been duly executed and delivered by such Borrower and constitutes a legal, valid and binding obligation of each Borrower, enforceable against such Borrower in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity;

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(c)no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (including FERC and DPU) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Borrower of this Amendment, other than those approvals, consents or filings already obtained or made and in full force and effect;

(d)the representations and warranties of such Borrower contained in Article VI (REPRESENTATIONS AND WARRANTIES) of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of the date hereof (other than any representation and warranty that is expressly qualified by materiality, in which case such representation and warranty is true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case such representation and warranty is true and correct in all respects) as of such earlier date; and

(e)no Default or Event of Default exists or will result from the transactions contemplated by this Amendment.

(5)Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Amendment.

(6)GOVERNING LAW. THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF, OR RELATING TO, THIS AMENDMENT, AND THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(7)Limitation of Liability. No shareholder or trustee of Eversource shall be held to any liability whatever for the payment of any sum of money or for damages or otherwise under this Amendment, and this Amendment shall not be enforceable against any such shareholder or trustee in its or his or her individual capacity and this Amendment shall be enforceable against the trustees of Eversource only in such trustee capacity, and every person, firm, association, trust or corporation having any claim or demand arising under this Amendment and relating to Eversource, its shareholders or trustees shall look solely to the trust estate of Eversource for the payment or satisfaction thereof.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

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IN WITNESS WHEREOF, each of the parties hereto have caused a counterpart of this Agreement to be duly executed and delivered by their below respective duly authorized officers as of the day and year first written above.

BORROWERS:    EVERSOURCE ENERGY,

a voluntary association and Massachusetts business trust organized under the laws of the Commonwealth of Massachusetts

AQUARION WATER COMPANY OF CONNECTICUT,

a Connecticut corporation

NSTAR GAS COMPANY,

a Massachusetts corporation

THE CONNECTICUT LIGHT AND POWER COMPANY,

a Connecticut corporation

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE,

a New Hampshire corporation

YANKEE GAS SERVICES COMPANY,

a Connecticut corporation

EVERSOURCE GAS COMPANY OF MASSACHUSETTS,

a Massachusetts corporation

By:     /s/ John M. Moreira                    

Name:    John M. Moreira

Title:        Executive Vice President, Chief Financial Officer and Treasurer

[Signature Pages Continue]

Signature Page to First Amendment to Second Amended and Restated Credit Agreement and Extension Agreement

(Eversource Energy)

ADMINISTRATIVE AGENT:    BANK OF AMERICA, N.A.,

    as Administrative Agent

By:        /s/ Kyle D. Harding        

Name:    Kyle D. Harding

Title:    Vice President

[Signature Pages Continue]

Signature Page to First Amendment to Second Amended and Restated Credit Agreement and Extension Agreement

(Eversource Energy)

LENDERS:    BANK OF AMERICA, N.A.,

as Swing Line Lender and as a Lender

By:        /s/ Jaqueline G. Margetis    

Name:    Jaqueline G. Margetis

Title:    Director

[Signature Pages Continue]

Signature Page to First Amendment to Second Amended and Restated Credit Agreement and Extension Agreement

(Eversource Energy)

BARCLAYS BANK PLC,

as a Lender

By:    /s/ Sydney G. Dennis    

Name:    Sydney G. Dennis

Title:    Director

[Signature Pages Continue]

Signature Page to First Amendment to Second Amended and Restated Credit Agreement and Extension Agreement (Eversource Energy)

[Remaining Lender Signature Pages Intentionally Omitted; See Lender Signature Packet]

Signature Page to First Amendment to Second Amended and Restated Credit Agreement and Extension Agreement

(Eversource Energy)

ANNEX I TO FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

AND EXTENSION AGREEMENT

BODY OF CREDIT AGREEMENT

See attached.

Annex I to First Amendment to Second Amended and Restated Credit Agreement and Extension Agreement (Eversource Energy)

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ANNEX I

Published CUSIP Numbers:    30040TAH8 (Facility)

30040TAJ4 (Revolver)

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

dated as of October 15, 2021

by and among EVERSOURCE ENERGY,

AQUARION WATER COMPANY OF CONNECTICUT, AND, EACH DOING BUSINESS AS EVERSOURCE ENERGY,

NSTAR GAS COMPANY,

THE CONNECTICUT LIGHT AND POWER COMPANY, PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE, YANKEE GAS SERVICES COMPANY,

and

EVERSOURCE GAS COMPANY OF MASSACHUSETTS,

as the Borrowers,

BANK OF AMERICA, N.A.,

as Administrative Agent and Swing Line Lender, and

THE OTHER LENDERS FROM TIME TO TIME PARTY HERETO

BOFA SECURITIES, INC., BARCLAYS BANK PLC, CITIBANK, N.A.,

GOLDMAN SACHS BANK USA, MIZUHO BANK, LTD., MUFG BANK, LTD.,

TD SECURITIES (USA) LLC,

U.S. BANK NATIONAL ASSOCIATION, and

WELLS FARGO SECURITIES, LLC,

as Joint Lead Arrangers and Joint Bookrunners

[Cover Page Continues]

Cover Page to Second Amended and Restated Credit Agreement (Eversource Energy)

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BARCLAYS BANK PLC,

as Syndication Agent and

CITIBANK, N.A., GOLDMAN SACHS BANK USA,

MIZUHO BANK, LTD. MUFG BANK, LTD.

THE TORONTO-DOMINION BANK, NEW YORK BRANCH,

U.S. BANK NATIONAL ASSOCIATION, and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Co-Documentation Agents

[Cover Page Ends]

ii

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TABLE OF CONTENTS

Section	Title	Page
ARTICLE I — DEFINITIONS AND ACCOUNTING TERMS
§–1.01	Defined Terms	1
§–1.02	Other Interpretive Provisions	23
§–1.03	Accounting Terms	24
§–1.04	Rounding	25
§–1.05	Times of Day	25
§–1.06	Interest Rates	25
ARTICLE II — THE COMMITMENTS AND BORROWINGS
§–2.01	Revolving Commitments	26
§–2.02	Borrowings, Conversions and Continuations of Loans	26
§–2.03	Swing Line Loans	27
§–2.04	Prepayments	29
§–2.05	Termination or Reduction of Aggregate Revolving Commitments	30
§–2.06	Repayment of Loans	31
§–2.07	Interest	31
§–2.08	Fees	32
§–2.09	Computation of Interest and Fees	32
§–2.10	Evidence of Debt	32
§–2.11	Payments Generally; Administrative Agent’s Clawback	33
§–2.12	Sharing of Payments by Lenders	34
§–2.13	Cash Collateral	35
§–2.14	Defaulting Lenders	36
§–2.15	Additional Revolving Commitments	37
§–2.16	Extension of Revolving Loan Maturity Date	38
§–2.17	ESG Adjustments	40
ARTICLE III — TAXES, YIELD PROTECTION AND ILLEGALITY
§–3.01	Taxes	40
§–3.02	Illegality	44
§–3.03	Inability to Determine Rates; Successor Rates	45
§–3.04	Increased Costs	47
§–3.05	Compensation for Losses	48
§–3.06	Mitigation Obligations; Replacement of Lenders	48
§–3.07	Survival	48
ARTICLE IV — [RESERVED]
ARTICLE V — CONDITIONS PRECEDENT TO BORROWINGS
§–5.01	Conditions of Initial Borrowings	49
§–5.02	Conditions to all Borrowings	50

CHAR1\1927667v9

Table of Contents to Second Amended and Restated Credit Agreement (Eversource Energy)

CHAR1\1927667v9

ARTICLE VI — REPRESENTATIONS AND WARRANTIES
§–6.01	Existence, Qualification and Power	51
§–6.02	Authorization; No Contravention	51
§–6.03	Governmental Authorization; Other Consents	51
§–6.04	Binding Effect	51
§–6.05	Financial Statements; No Material Adverse Effect	52
§–6.06	Litigation	52
§–6.07	No Default or Event of Default	52
§–6.08	Ownership of Property; Liens	52
§–6.09	Environmental Compliance	52
§–6.10	Insurance	53
§–6.11	Taxes	53
§–6.12	ERISA Compliance	53
§–6.13	Subsidiaries	54
§–6.14	Use of Proceeds; Margin Regulations; Investment Company Act	54
§–6.15	Disclosure	54
§–6.16	Compliance with Laws	54
§–6.17	Solvency	54
§–6.18	Taxpayer Numbers and Other Information	55
§–6.19	Sanctions Concerns; Anti-Corruption Laws	55
§–6.20	Affected Financial Institutions	55
§–6.21	Beneficial Ownership Regulation	55
ARTICLE VII — AFFIRMATIVE COVENANTS
§–7.01	Financial Statements	55
§–7.02	Certificates; Other Information	56
§–7.03	Notices	58
§–7.04	Payment of Taxes	58
§–7.05	Preservation of Existence, Etc.	58
§–7.06	Maintenance of Properties	58
§–7.07	Maintenance of Insurance	59
§–7.08	Compliance with Laws	59
§–7.09	Books and Records	59
§–7.10	Inspection Rights	59
§–7.11	Use of Proceeds	59
§–7.12	Further Assurances	59
§–7.13	Conduct of Business	60
§–7.14	Governmental Approvals	60
§–7.15	Anti-Corruption Laws	60
ARTICLE VIII — NEGATIVE COVENANTS
§–8.01	Liens	60
§–8.02	Fundamental Changes	62
§–8.03	Change in Nature of Business	63

CHAR1\1927667v9    ii

§–8.04	Transactions with Affiliates and Insiders	63
§–8.05	Use of Proceeds	63

CHAR1\1927667v9    ii

§–8.06	Consolidated Indebtedness to Capitalization Ratio	63
§–8.07	Compliance with ERISA	63
§–8.08	Interests in Nuclear Plants	63
§–8.09	Financing Agreements	63
§–8.10	Sanctions	64
§–8.11	Anti-Corruption Laws	64
ARTICLE IX — EVENTS OF DEFAULT AND REMEDIES
§–9.01	Events of Default	64
§–9.02	Remedies Upon Event of Default	66
§–9.03	Application of Funds	66
ARTICLE X — ADMINISTRATIVE AGENT
§–10.01	Appointment and Authority	67
§–10.02	Rights as a Lender	67
§–10.03	Exculpatory Provisions	67
§–10.04	Reliance by Administrative Agent	68
§–10.05	Delegation of Duties	68
§–10.06	Resignation of Administrative Agent	68
§–10.07	Non-Reliance on the Administrative Agent, the Joint Lead Arrangers, the Sustainability Coordinators and the Other Lenders	70
§–10.08	No Other Duties; Etc.	70
§–10.09	Administrative Agent May File Proofs of Claim	70
§–10.10	Lender ERISA Representations	71
§–10.11	Recovery of Erroneous Payments	72
ARTICLE XI — MISCELLANEOUS
§–11.01	Amendments, Etc.	72
§–11.02	Notices and Other Communications; Facsimile Copies	74
§–11.03	No Waiver; Cumulative Remedies; Enforcement	76
§–11.04	Expenses; Indemnity; and Damage Waiver	76
§–11.05	Payments Set Aside	78
§–11.06	Successors and Assigns	78
§–11.07	Treatment of Certain Information; Confidentiality	82

CHAR1\1927667v9    

§–11.08	Set-off	83
§–11.09	Interest Rate Limitation	83
§–11.10	Integration; Effectiveness	83
§–11.11	Survival of Representations and Warranties	83
§–11.12	Severability	84
§–11.13	Replacement of Lenders	84
§–11.14	Governing Law; Jurisdiction; Etc.	85
§–11.15	Waiver of Right to Trial by Jury	85
§–11.16	Electronic Execution; Electronic Records; Counterparts	86
§–11.17	USA Patriot Act; Beneficial Ownership Regulation	87
§–11.18	No Advisory or Fiduciary Relationship	87
§–11.19	Pro Rata Shares of Obligations of Borrowers	88
§–11.20	Limitation of Liability	88

5

CHAR1\1927667v9    

§–11.21	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	88
§–11.22	Acknowledgement Regarding any Supported QFCs	89
§–11.23	Amendment, Restatement and Consolidation; Reallocation; New Lenders	89

Schedules to Credit Agreement:
Schedule 2.01	Revolving Commitments and Applicable Percentages
Schedule 6.11	Tax Sharing Agreements
Schedule 6.13	Subsidiaries
Schedule 6.18	Taxpayer and Organizational Identification Numbers; Legal Name; State of Formation; Principal Place of Business
Schedule 8.01	Liens Existing on the Effective Date
Schedule 11.02	Certain Addresses for Notices

Exhibits to Credit Agreement:
Exhibit 2.02	[Form of] Revolving Loan Notice
Exhibit 2.03	[Form of] Swing Line Loan Notice
Exhibit 2.04	[Form of] Prepayment Notice
Exhibit 2.10-A	[Form of] Revolving Note
Exhibit 2.10-B	[Form of] Swing Line Note
Exhibit 2.10-D	[Form of] U.S. Tax Compliance Certificate
Exhibit 7.02	[Form of] Compliance Certificate
Exhibit 11.06	[Form of] Assignment and Assumption

CHAR1\1927667v9

iv

CHAR1\1927667v9

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of October 15, 2021 (the “Effective Date”), by and among EVERSOURCE ENERGY, a voluntary association and Massachusetts business trust organized under the laws of the Commonwealth of Massachusetts (“Eversource”), AQUARION WATER COMPANY OF CONNECTICUT, a Connecticut corporation (“AWC–CT”), NSTAR GAS COMPANY, a Massachusetts corporation doing business as Eversource Energy (“NSTARGas”), THE CONNECTICUT LIGHT AND POWER COMPANY, a Connecticut corporation doing business as Eversource Energy (“CL&P”), PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE, a New Hampshire corporation doing business as Eversource Energy (“PSNH”), YANKEE GAS SERVICES COMPANY, a Connecticut corporation doing business as Eversource Energy (“Yankee Gas”), EVERSOURCE GAS COMPANY OF MASSACHUSETTS, a Massachusetts corporation doing business as Eversource Energy (“Eversource Gas”; and Eversource Gas, together with Eversource, AWC–CT, NSTAR Gas, CL&P, PSNH and Yankee Gas, collectively, the “Borrowers”, and each individually, a “Borrower”), the Lenders (as defined herein) from time to time party hereto, and BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender.

R E C I T A L S

WHEREAS, the Borrowers have requested that the Lenders provide Two Billion Dollars ($2,000,000,000) in revolving credit facilities for the purposes set forth herein, and the Lenders are willing to do so on the terms, and subject to the conditions, set forth herein; and

WHEREAS, this Agreement is given in amendment to, restatement and consolidation of, and substitution for, each of the Existing Credit Agreements (as defined below).

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, each of the parties hereto hereby covenants and agrees as follows:

A G R E E M E N T ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01    Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“364-Day Maturity Date” has the meaning specified in the definition of “Revolving Loan Maturity Date” below.

“Additional Arranger” means each of Citibank, N.A., Goldman Sachs Bank USA, Mizuho Bank, Ltd., MUFG Bank, Ltd., TD Securities (USA) LLC, U.S. Bank National Association and Wells Fargo Securities, LLC.

“Additional Arranger Fee Letter” means that certain fee letter agreement, dated as of September 20, 2021, by and among Eversource, NSTAR Electric and each of the Additional Arrangers.

“Additional Commitment Lender” has the meaning specified in Section 2.16(d).

CHAR1\1927667v9    1

“Administrative Agent” means Bank of America, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02, or such other address or account as the Administrative Agent may from time to time notify the Borrowers and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affected Financial Institution” means: (a) any EEA Financial Institution; or (b) any UK Financial Institution.

“Affiliate” means, with respect to any specified Person, another Person that directly, or indirectly through one (1) or more intermediaries, Controls, or is Controlled by or is under common Control with, the Person specified.

“Agency Fee Letter” means that certain fee letter agreement, dated as of September 20, 2021, by and between Eversource and Bank of America.

“Aggregate Revolving Commitments” means the Revolving Commitments of all the Lenders. The aggregate principal amount of the Aggregate Revolving Commitments in effect on the Effective Date is TWO BILLION DOLLARS ($2,000,000,000).

“Agreement” has the meaning specified in the introductory paragraph hereto.

“Applicable Authority” means the SOFR Administrator, the Term SOFR Administrator, or any Governmental Authority having jurisdiction over the Administrative Agent, over the SOFR Administrator with respect to its publication of SOFR or over the Term SOFR Administrator with respect to its publication of the Term SOFR Screen Rate, in each case of the foregoing, acting in such capacity.

“Applicable Margin” means, with respect to all Revolving Loans, all Swing Line Loans and the Facility Fee, determined with respect to each Borrower for any date of determination, the following percentages per annum specified in the table immediately below, based upon the Reference Ratings of the applicable Borrower then in effect:

Pricing Level	Reference Ratings	SOFR Loans	Base Rate Loans	Facility Fee
1	≥ AA- / Aa3	0.690%	0.000%	0.060%
2	A+ / A1	0.800%	0.000%	0.075%
3	A / A2	0.900%	0.000%	0.100%
4	A- / A3	1.000%	0.000%	0.125%
5	BBB+ / Baa1	1.075%	0.075%	0.175%
6	BBB / Baa2	1.275%	0.275%	0.225%
7	≤ BBB- / Baa3	1.475%	0.475%	0.275%

Any increase or decrease in the Applicable Margin resulting from a change in any Reference Rating for any Borrower shall take effect at the time of such change in such Reference Rating for such Borrower. For purposes of the foregoing: (A) in the case of a split in the Reference Ratings for any Borrower of one (1) level, the higher level shall apply; (B) in the case of a split in the Reference Ratings for any Borrower of more than one (1) level, the Reference Rating for such Borrower that is one (1) level lower than the higher level shall

CHAR1\1927667v9    2

apply; and (C) if, at any time, there is no Reference Rating for any Borrower, then Pricing Level 7 shall apply with respect to all Revolving Loans, all Swing Line Loans and the Facility Fee for such Borrower.

“Applicable Percentage” means, with respect to any Lender, as of any date of determination, the percentage (carried out to the ninth (9th) decimal place) of the Aggregate Revolving Commitments represented by such Lender’s Revolving Commitment at such time, subject to adjustment as provided in Section 2.14; provided, that, if (A) the commitment of each Lender to make Revolving Loans has been terminated in its entirety pursuant to Section 9.02, or (B) the Aggregate Revolving Commitments have otherwise expired or been terminated, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect prior to such termination or expiration, as the case may be, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Approved Fund” means any Fund that is administered or managed by: (a) a Lender; (b) an Affiliate of a Lender; or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Approving Lenders” has the meaning specified in Section 2.16(e).

“Assignee Group” means two (2) or more Eligible Assignees that are Affiliates of one another, or two

(2) or more Approved Funds managed by the same investment advisor, as the case may be.

“Assignment and Assumption” means an assignment and assumption entered into by and between a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit 11.06 or any other form (including, without limitation, electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.

“Audited Financial Statements” means the audited consolidated balance sheet of the Borrowers and their Subsidiaries (other than Eversource Gas) for the fiscal years ended December 31, 2018, December 31, 2019 and December 31, 2020, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Borrowers and their Subsidiaries (other than Eversource Gas), including the notes thereto, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP.

“Availability Period” means, with respect to the Revolving Commitments for each Borrower, the period from, and including, the Effective Date to, but excluding, the earliest to occur of: (a) the Revolving Loan Maturity Date; and (b) the date of termination in full of the remaining unused portion of the Aggregate Revolving Commitments pursuant to Section 2.05.

“AWC–CT” has the meaning specified in the introductory paragraph hereto.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means: (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing Law for such EEA Member Country from time to time which is described in the applicable EU Bail-In Legislation Schedule; and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act of 2009 (as amended from time to time), and any other Law applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions, or any affiliates of any of the foregoing (other than through liquidation, administration, or other insolvency proceedings).

CHAR1\1927667v9    2

“Bank of America” means Bank of America, N.A., and its successors.

“Bankruptcy Code” means Title 11 of the U.S. Code entitled “Bankruptcy”, or any successor statute.

“Barclays” means Barclays Bank PLC, and its successors.

“Base Rate” means, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus one-half of one percent (0.50%), (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”, and (c) SOFR published on such day on the FRBNY’s website (or any successor source) plus one percent (1.00%); provided, that, notwithstanding anything to the contrary in the foregoing, if the Base Rate shall, at any time, be less than zero percent (0.00%), then the Base Rate shall be deemed to be zero percent (0.00%) for all purposes of this Agreement and each other Loan Document. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in the “prime rate” announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 hereof, then the Base Rate shall be the greater of the foregoing clauses (a) and (b) and shall be determined without reference to the foregoing clause (c).

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. §–1010.230.

“Benefit Plan” means any of: (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA; (b) a “plan” as defined in, and subject to, Section 4975 of the Code; or (c) any Person whose assets include (for purposes of ERISA Section 3(42), or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. §–1841(k)) of such party.

“BofA Securities” means BofA Securities, Inc. (or any of its designated affiliates), and its successors.

“Borrower” and “Borrowers” have the meanings specified in the introductory paragraph hereto.

“Borrower Materials” has the meaning specified in Section 7.02.

“Borrower Secured Debt” has the meaning specified in the definition of “Reference Ratings” below.

“Borrower Sublimit” means, with respect to any Borrower, at any time, the amount set forth opposite such Borrower’s name below:

Borrower	Borrower Sublimit
Eversource	$2,000,000,000
AWC–CT	$100,000,000
NSTAR Gas	$300,000,000
CL&P	$600,000,000

CHAR1\1927667v9    2

PSNH	$300,000,000
Yankee Gas	$300,000,000
Eversource Gas	$300,000,000

Each Borrower Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments. For purposes of clarity, in the event that any Borrower merges with or into another entity and is not the surviving Person, dissolves, or otherwise ceases to have a legal existence, then the Borrower Sublimit with respect to such Borrower shall no longer exist, and the Borrower Sublimits of the remaining Borrowers shall be unaffected by the elimination of such Borrower Sublimit; provided, that, (i) if a Borrower merges with, or liquidated into, another Borrower, the Borrower Sublimit of the surviving Borrower shall be increased by the amount of the Borrower Sublimit of the merged or liquidated Borrower on terms, and subject to limitations, reasonably satisfactory to the Lenders; and (ii) in no event shall a Borrower Sublimit exceed the Aggregate Revolving Commitments.

“Borrower Unsecured Debt” has the meaning specified in the definition of “Reference Ratings” below.

“Borrowing” means each of the following: (a) a borrowing of Swing Line Loans pursuant to Section2.03; and (b) a borrowing consisting of simultaneous Loans of the same Type, and, in the case of SOFR Loans, having the same Interest Period, made by each of the Lenders pursuant to Section 2.01.

“Business Day” means any day, other than a Saturday, a Sunday or any other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located or in New York, New York.

“Cash Collateralize” means to pledge and deposit with, or deliver to, the Administrative Agent, for the benefit of the Administrative Agent or the Swing Line Lender (as applicable) and the Lenders, as collateral for Obligations in respect of Swing Line Loans or obligations of Lenders to fund participations in respect of Swing Line Loans, cash or deposit account balances, or, if the Swing Line Lender benefitting from such collateral shall agree in its sole discretion, other credit support, in each case of the foregoing, pursuant to documentation in form and substance reasonably satisfactory to: (a) the Administrative Agent; and (b) the Swing Line Lender. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Certifying Officer” has the meaning specified in Section 7.02(b).

“Change in Law” means the occurrence, after the Effective Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty, or in the administration, interpretation, implementation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, that, notwithstanding anything herein to the contrary,

(1)the Dodd-Frank Wall Street Reform and Consumer Protection Act, and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case of this clause (ii), pursuant to Basel III, shall, in each case of the foregoing clauses (i) and (ii), be deemed to be a “Change in Law”, regardless of the date enacted, adopted, implemented or issued.

“Change of Control” means the occurrence of any of the following events:

a.with respect to Eversource:

CHAR1\1927667v9    2

i.any “person” or “group” (as such terms are used in Section 13(d) and Section 14(d) of the Securities Exchange Act, but excluding any employee benefit plan of such person or its subsidiaries, and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) either: (A) becomes the “beneficial owner” (as defined in Rule 13d–3 and Rule 13d–5 under the Securities Exchange Act, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than fifty percent (50.0%) of the Equity Interests in Eversource entitled to vote for trustees of Eversource (or equivalent governing body of Eversource) on a fully diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or (B) obtains the power (whether or not exercised) to elect a majority of Eversource’s trustees; or

ii.the board of trustees of Eversource shall not consist of a majority of Continuing Trustees; provided, that, for purposes of this definition of “Change of Control”, the term “Continuing Trustees” means trustees of Eversource on the Effective Date and each other trustee of Eversource, if such other trustee’s nomination for election to the board of trustees of Eversource is recommended by a majority of the then-Continuing Trustees;

b.with respect to any Borrower (other than Eversource), Eversource shall cease to own and control, of record and beneficially, free and clear of all Liens except for Liens permitted under Section 8.01, one hundred percent (100.0%) of the outstanding Equity Interests in such Borrower (other than Eversource) entitled to vote (currently exercisable, in the case of any preferred Equity Interests) for the election of directors;

c.with respect to Eversource, Eversource shall cease to own and control, of record and beneficially, free and clear of all Liens except for Liens permitted under Section 8.01, at least eighty-five percent (85.0%) of the outstanding Equity Interests in each of AWC–CT, NSTAR Gas, CL&P, PSNH, Yankee Gas, Eversource Gas and NSTAR Electric entitled to vote (currently exercisable, in the case of any preferred Equity Interests) for the election of directors, in each case of the foregoing, at any time that any such Subsidiary of Eversource is not a Borrower; or

d.with respect to any Borrower, such Borrower shall cease to own and control, of record and beneficially, free and clear of all Liens except for Liens permitted under Section 8.01, at least eighty-five percent (85.0%) of the outstanding Equity Interests that are entitled to vote (currently exercisable, in the case of any preferred Equity Interests) for the election of directors of any Principal Subsidiary thereof.

“CL&P” has the meaning specified in the introductory paragraph hereto.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. §–1 et seq.).

“Communication” means, collectively, this Agreement, any other Loan Document and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to any Loan Document.

“Compliance Certificate” has the meaning specified in Section 7.02(b).

“Conforming Changes” means, with respect to the use and/or administration of, and/or any conventions associated with, Daily Simple SOFR, SOFR, Term SOFR, the Term SOFR Screen Rate and/or any proposed Successor Rate, as applicable, any conforming changes to the definition of “Base Rate” above, the definition of “Business Day” above, the definition of “Daily Simple SOFR” below, the definition of “Interest Period” below, the definition of “SOFR” below, the definition of “Term SOFR” below, the definition of “Term SOFR Screen Rate” below, the definition of “U.S. Government Securities Business Day” below, the timing and frequency of determining rates and making payments of interest, and other technical, administrative or operational matters

CHAR1\1927667v9    2

(including, for the avoidance of doubt, the timing of borrowing requests or notices of prepayment, conversion or continuation, the length of lookback periods and the applicability of breakage provisions) as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that (i) the adoption of any portion of such market practice is not administratively feasible, or (ii) no market practice for the administration of such rate exists, in any such case of the foregoing clauses (i) and (ii), then in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Consolidated Capitalization” means, with respect to any Borrower as of any date of determination, the sum of (a) the Consolidated Indebtedness of such Borrower as of such date, plus (b) the aggregate of the par value of, or stated capital represented by, the outstanding shares of all classes of common and preferred shares of such Borrower and its Subsidiaries as of such date, but excluding from such calculation, however, amounts identified as “Accumulated Other Comprehensive Income (Loss)” in the financial statements of the Borrowers set forth in the Borrowers’ Report on SEC Form 10–K or SEC Form 10–Q, as the case may be, most recently filed with the SEC prior to such date, plus (c) the consolidated surplus of such Borrower and its Subsidiaries, paid-in, earned and other capital, if any, as of such date, in each case of the foregoing clauses (a) through (c), as determined on a consolidated basis for such Borrower and its Subsidiaries in accordance with GAAP.

“Consolidated Indebtedness” means, with respect to any Borrower as of any date of determination, Indebtedness of such Borrower and its Subsidiaries on a consolidated basis determined as of such date in accordance with GAAP, but excluding from such calculation, however, in the case of Refinancing Indebtedness, any amounts as to which such Borrower or its Subsidiaries have: (a) in accordance with the terms of the applicable agreements relating to such Indebtedness, and on or prior to the date of incurring such Refinancing Indebtedness, sent to the holders of the Indebtedness to be refinanced, or their trustee, as applicable, a notice of redemption; and (b) within fourteen (14) calendar days after the incurrence of such Refinancing Indebtedness, segregated with the trustee therefor, or with such other financial institution as may be acceptable to the Administrative Agent, in accordance with the terms of the applicable agreements relating to such Indebtedness, sufficient funds to redeem such Indebtedness and fully discharge such Borrower’s obligations with respect thereto.

“Consolidated Indebtedness to Capitalization Ratio” means, for any Borrower, as of any date of determination, the ratio of: (a) the Consolidated Indebtedness of such Borrower as of such date; to (b) the Consolidated Capitalization of such Borrower as of such date.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person, or of any agreement, instrument or other undertaking to which such Person is a party, or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote ten percent (10.0%) or more of the securities having ordinary voting power for the election of directors, managing general partners or the equivalent.

“Covered Entity” means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §–252.82(b); (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §–47.3(b); and (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §–382.2(b).

“Covered Party” has the meaning specified in Section 11.22.

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“Daily Simple SOFR” with respect to any applicable determination date means SOFR published on such date on the SOFR Administrator’s website (or any successor source).

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means, collectively: (a) any act, event or condition that constitutes an Event of Default; and

(2)any act, event or condition that, with the giving of any notice, the passage of time, or both, would constitute an Event of Default (but, for purposes of clarity in the case of this clause (b), which event or condition, due to the absence of giving of any notice, the lack of passage of time, or both, does not yet constitute an Event of Default).

“Default Rate” means an interest rate equal to (a) the Base Rate, plus (b) the Applicable Margin, if any, applicable to Base Rate Loans, plus (c) two percent (2.00%) per annum; provided, that, with respect to a SOFR Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Loan plus two percent (2.00%) per annum, in each case of the foregoing clauses (a) through (c), to the fullest extent permitted by applicable Laws.

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12

C.F.R. §§–252.81, 47.2 or 382.1, as applicable.

“Defaulting Lender” means any Lender, as determined by the Administrative Agent, that (a) has failed to perform any of its funding obligations hereunder, including in respect of its Revolving Loans or participations in respect of Swing Line Loans, within three (3) Business Days of the date required to be funded by it hereunder, unless (other than in respect of fundings of participations of Swing Line Loans) such Lender notifies the Administrative Agent and the applicable Borrower in writing that such failure is the result of such Lender’s good faith determination that one (1) or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, (b) has notified the applicable Borrower or the Administrative Agent that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect with respect to its funding obligations hereunder (unless (other than in respect of fundings of participations of Swing Line Loans) such writing or public statement, as the case may be, relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s good faith determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), or under other agreements in which it commits to extend credit,

(3)has failed, within three (3) Business Days after request by the Administrative Agent, to confirm, in a manner satisfactory to the Administrative Agent, that it will comply with its funding obligations hereunder (provided, that, such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the applicable Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors, or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, (iii) taken any action in furtherance of, or otherwise indicated its consent to, approval of or acquiescence in, any such proceeding or appointment, or

(iv) become the subject of a Bail-In Action; provided, that, a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interests in that Lender, or any direct or indirect parent company thereof, by a Governmental Authority, so long as such ownership interest does not result in, or provide such Lender with, immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets, or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Such Lender shall cease to be a Defaulting Lender when the provisions of Section 2.14(b) shall have been satisfied.

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“Designated Jurisdiction” means any country, region or territory, to the extent that such country, region or territory is the subject of any Sanction.

“Disclosure Documents” means, for each Borrower and each Principal Subsidiary, as applicable: (a) such Person’s Annual Report on SEC Form 10–K for the fiscal year of such Person ended December 31, 2020;

(b) such Person’s Quarterly Report on SEC Form 10–Q for the fiscal quarter of such Person ended June 30, 2021; and (c) such Person’s Current Reports on SEC Form 8–K (if any) that are filed after December 31, 2020 but prior to the Effective Date.

“Dollar” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary that is organized under the Laws of any state of the United States or the District of Columbia.

“DPU” means the Massachusetts Department of Public Utilities, and any successor agency thereto.

“EEA Financial Institution” means: (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority; (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition; or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in the foregoing clauses (a) or (b) and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority, or any Person entrusted with public administrative authority, of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Date” has the meaning specified in the introductory paragraph hereto.

“Electronic Copy” has the meaning specified in Section 11.16(a).

“Electronic Record” and “Electronic Signature” have the meanings specified for such terms, respectively, by 15 USC § 7006.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section11.06(b)(ii) and Section 11.06(b)(iv) (subject to such consents, if any, as may be required under Section11.06(b)(ii)).

“Environmental Laws” means any and all federal, state, local, foreign and other applicable statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any of the Borrowers, or any of their respective Subsidiaries directly or indirectly resulting from, or based upon: (a) violation of any Environmental Law; (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials; (c) exposure to any Hazardous Materials; (d) the release, or threatened release, of any Hazardous Materials into the environment; or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

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“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into, or exchangeable for, shares of capital stock of (or other ownership or profit interests in) such Person, or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or non-voting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974 (29 U.S.C. §–18 et seq.).

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with any Borrower within the meaning of Sections 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code).

“ERISA Event” means: (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of any Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, or the treatment of a Pension Plan amendment as a termination under Sections 4041 of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition that constitutes grounds under Section 4042(a)(1)–(a)(3) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan, or a plan in endangered or critical status within the meaning of Section 430, Section 431 and Section 432 of the Internal Revenue Code or Section 303, Section 304 and Section 305 of ERISA, in a manner that would affect a Borrower’s ability to perform its Obligations hereunder; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Borrower or any ERISA Affiliate in a manner that would affect a Borrower’s ability to perform its Obligations hereunder.

“ESG” has the meaning specified in Section 2.17(a).

“ESG Amendment” has the meaning specified in Section 2.17(a).

“ESG Applicable Rate Adjustments” has the meaning specified in Section 2.17(a).

“ESG Pricing Provisions” has the meaning specified in Section 2.17(a).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Event of Default” has the meaning specified in Section 9.01.

“Eversource” has the meaning specified in the introductory paragraph hereto.

“Eversource Gas” has the meaning specified in the introductory paragraph hereto.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by, or on account of, any obligation of any Borrower hereunder: (a) Taxes imposed on, or measured by, its overall income (however denominated), and franchise (and similar) Taxes imposed on it (in lieu of income Taxes), (i) by the jurisdiction (or any political subdivision thereof) under the Laws of which such

CHAR1\1927667v9    2

recipient is organized, or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, or (ii) as a result of a present or former connection between such recipient and the jurisdiction of the Governmental Authority imposing such Tax (other than a connection arising solely from such recipient having executed, delivered, become a party to, perform its obligations under, received a payment under, received or perfected a security interest under, or engaged in any other transaction pursuant to, or enforced under, any Loan Document); (b) any branch profits Taxes imposed by the United States or any similar Tax imposed by any other jurisdiction in which such Borrower is located; (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by such Borrower under Section 11.13), any United States withholding Tax that is required to be imposed on amounts payable to such Foreign Lender pursuant to the Laws in force at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office or changes its place of organization), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment) or change in its place of organization, as the case may be, to receive additional amounts from such Borrower with respect to such withholding Tax pursuant to Section 3.01(a)(i) or Section 3.01(c); (d) Taxes attributable to such recipient’s failure or inability to comply with Section 3.01(e); and (e) any U.S. federal withholding taxes imposed under FATCA.

“Executing Party” has the meaning specified in Section 11.16(a).

“Existing Credit Agreements” means, collectively, the Existing Eversource Energy Credit Agreement and the Existing Eversource Gas Credit Agreement.

“Existing Eversource Energy Credit Agreement” means that certain Amended and Restated Credit Agreement, dated as of December 8, 2017 (as amended by that certain First Amendment to Amended and Restated Credit Agreement and Borrower Joinder Agreement, dated as of August 19, 2020, as further amended by that certain Second Amendment to Amended and Restated Credit Agreement, dated as of August 9, 2021, and as further amended, restated, amended and restated, supplemented, increased, extended, and/or otherwise modified in writing from time to time prior to the Effective Date), by and among Eversource, NSTAR Gas, CL&P, PSNH, AWC–CT and Yankee Gas, as borrowers, the lenders from time to time party thereto, and Bank of America, as administrative agent for such lenders.

“Existing Eversource Gas Credit Agreement” means that certain Credit Agreement, dated as of October 21, 2020 (as amended by that certain First Amendment to Credit Agreement, dated as of August 9, 2021, and as further amended, restated, amended and restated, supplemented, increased, extended, and/or otherwise modified in writing from time to time prior to the Effective Date), by and among Eversource and Eversource Gas, as borrowers, the lenders from time to time party thereto, and Bank of America, as administrative agent for such lenders.

“Facility Fee” has the meaning specified in Section 2.08(a).

“Facility Percentage” means, with respect to each Borrower, at any time, the percentage equal to the quotient of: (a) the Borrower Sublimit of such Borrower; divided by (b) sum of all Borrower Sublimits for all Borrowers (after giving effect to any reduction of any Borrower Sublimits as provided in Section 2.05). As of the Effective Date, the Facility Percentage of each Borrower is as set forth in the below table:

Borrower	Facility Percentage (%)
Eversource	51.282051282%
AWC–CT	2.564102564%
NSTAR Gas	7.692307692%
CL&P	15.384615384%
PSNH	7.692307692%

CHAR1\1927667v9    2

Yankee Gas		7.692307692%
Eversource Gas		7.692307692%
	Total:	100.000000000%

provided, that, if, for any reason, at any time after the Effective Date, any Borrower ceases to be a “Borrower” under this Agreement, the Facility Percentage for each remaining Borrower shall be adjusted accordingly by the Administrative Agent without any further action or consent of any other party hereto or to any other Loan Document.

“FATCA” means Section 1471 through Section 1474 of the Internal Revenue Code, as in effect as of the Effective Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code, any applicable intergovernmental agreements, treaties or conventions implementing any of the foregoing, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any such intergovernmental agreements, treaties or conventions.

“Federal Funds Rate” means, for any day, the rate per annum calculated by the FRBNY based on such day’s federal funds transactions by depository institutions (as determined in such manner as the FRBNY shall set forth on its public website from time to time) and published on the next succeeding Business Day by the FRBNY as the federal funds effective rate; provided, that, if, at any time, the Federal Funds Rate, as so determined, would be less than zero (0.00%), such rate shall be deemed to be zero (0.00%) for all purposes of this Agreement and each other Loan Document.

“Fee Letters” means, collectively, the Joint Fee Letter, the Additional Arranger Fee Letter and the Agency Fee Letter.

“FERC” means the U.S. Federal Energy Regulatory Commission, or any successor agency thereto.

“Financing Agreements” has the meaning specified in Section 8.09.

“First Mortgage Indentures” means: (a) in the case of CL&P, that certain Indenture of Mortgage and Deed of Trust, dated as of May 1, 1921, given by CL&P to Deutsche Bank Trust Company Americas, as successor trustee, as previously and hereafter amended and supplemented from time to time; (b) in the case of Yankee Gas, that certain Indenture of Mortgage and Deed of Trust, dated as of July 1, 1989, given by Yankee Gas to The Bank of New York Mellon, as successor trustee, as in effect on the Effective Date and as amended and supplemented from time to time; (c) in the case of AWC–CT, (i) that certain Indenture of Mortgage, dated as of June 1, 1924, given by AWC–CT (as successor in interest to Bridgeport Hydraulic Company) to City Trust Company, as trustee, as amended and supplemented from time to time, and (ii) that certain Indenture of Mortgage, dated as of May 1, 1968, given from AWC–CT (as successor in interest to Greenwich Water Company) to The Fidelity Bank, NA, as trustee, as amended and supplemented from time to time; (d) in the case of PSNH, that certain First Mortgage Indenture, dated as of August 15, 1978, given by PSNH to U.S. Bank National Association, as successor trustee, as previously and hereafter amended and supplemented from time to time; (e) in the case of NSTAR Gas, that certain Indenture of Trust and First Mortgage, dated as of February 1, 1949, given by NSTAR Gas (formerly known as Commonwealth Gas Company, formerly known as Worcester Gas Light Company), as amended and supplemented from time to time; and (f) in the case of Eversource Gas, that certain First Mortgage Indenture, dated as of July 23, 2021, given by Eversource Gas to The Bank of New York Mellon Trust Company, N.A., as amended and supplemented from time to time.

“Foreign Lender” means any Lender that is not a U.S. Person.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

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“FRBNY” means the Federal Reserve Bank of New York (or any successor).

“Fronting Exposure” means, at any time there is a Defaulting Lender, with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans, other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding, or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, consistently applied and as in effect from time to time.

“Governmental Approval” means any authorization, consent, approval, license, permit, certificate, exemption of, or filing or registration with, any Governmental Authority or other legal regulatory body (including, without limitation, the SEC, FERC, the U.S. Nuclear Regulatory Commission, the Connecticut Public Utility Regulatory Authority, the New Hampshire Public Utilities Commission and the DPU) required in connection with: (a) the execution, delivery or performance of any Loan Document; or (b) the nature of any Borrower’s or any Subsidiary’s business as conducted or the nature of the property owned or leased by it.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including the Financial Conduct Authority, the Prudential Regulatory Authority and any supra-national bodies such as the European Union or the European Central Bank).

“Hazardous Materials” means all explosive or radioactive substances or wastes, and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos- containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes, and all other substances or wastes of any nature identified as hazardous, dangerous or toxic and regulated pursuant to any Environmental Law.

“Indebtedness” of any Person means, as of any date, without duplication: (a) all obligations of such Person for borrowed money, or for the deferred purchase price of property or services other than trade accounts payable; (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments (excluding Stranded Cost Recovery Obligations that are non-recourse to such Person); (c) all obligations of such Person upon which interest charges are customarily paid; (d) all obligations under leases that shall have been, or should be, in accordance with GAAP, recorded as capital leases in respect of which such Person is liable as lessee; (e) liabilities in respect of unfunded vested benefits incurred under any Multiemployer Plan that is reasonably likely to result in a direct obligation of any Borrower to pay money; (f) reimbursement obligations of such Person (whether contingent or otherwise) in respect of letters of credit, bankers acceptances, surety or other bonds, and similar instruments that are not cash collateralized; (g) all Indebtedness of others secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person, up to the greater of

(1)the extent of the book value of any such asset so pledged, and (ii) the amount of any liability of such Person for any deficiency; and (h) obligations of such Person under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to above.

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“Indemnified Taxes” means: (a) Taxes, other than Excluded Taxes imposed on, or with respect to, any payment made by, or on account of, any obligation of any Borrower under any Loan Document; and (b) to the extent not otherwise described in the foregoing clause (a), Other Taxes.

“Indemnitees” has the meaning specified in Section 11.04(b).

“Information” has the meaning specified in Section 11.07.

“Interest Payment Date” means: (a) as to any SOFR Loan, (i) the last day of each Interest Period applicable to such Loan, and (ii) the Revolving Loan Maturity Date, provided, that, if any Interest Period for a SOFR Loan exceeds three (3) months, the respective dates that fall every three (3) calendar months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), (i) the last Business Day of each March, June, September and December, and

(2)the Revolving Loan Maturity Date.

“Interest Period” means, as to each SOFR Loan, the period commencing on the date on which such SOFR Loan is disbursed, or converted to or continued as, a SOFR Loan, as the case may be, and ending on the date that is one (1), three (3) or six (6) months thereafter (in each case, subject to availability), as selected by the applicable Borrower in its Revolving Loan Notice, provided, that:

e.any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day, unless such Business Day falls in another calendar month, in which case, such Interest Period shall end on the next preceding Business Day;

f.any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

g.no Interest Period with respect to any Revolving Loan shall extend beyond the Revolving Loan Maturity Date.

“Interim Financial Statements” means the unaudited consolidated balance sheet of the Borrowers and their Subsidiaries for the fiscal quarter ended June 30, 2021, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter of the Borrowers and their Subsidiaries, prepared in conformity with GAAP (subject to the absence of footnotes and to normal year-end audit adjustments).

“Internal Revenue Code” means the Internal Revenue Code of 1986.

“Internal Revenue Service” means the U.S. Internal Revenue Service, or any successor agency.

“Investment Company Act” means the Investment Company Act of 1940 (15 U.S.C. §§–80a-1, 80a-64 et

seq.).

“Joint Fee Letter” means that certain fee letter agreement, dated as of September 20, 2021, by and among Eversource, NSTAR Electric, Bank of America, BofA Securities and Barclays.

“Joint Lead Arrangers” means, collectively, BofA Securities, Barclays and each Additional Arranger, each in their capacities as joint lead arrangers and joint bookrunners, in each case of the foregoing, together with their respective successors and assigns.

“KPIs” has the meaning specified in Section 2.17(a).

CHAR1\1927667v9    2

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case of the foregoing, having the force of law.

“Lenders” means each of the Persons identified as a “Lender” on the signature pages hereto and their respective successors and assigns, and, as the context requires, includes the Swing Line Lender.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrowers and the Administrative Agent.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, easement, right-of-way or other encumbrance on title to real property, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan” means an extension of credit by a Lender to any Borrower under Article II, in the form of a Revolving Loan or a Swing Line Loan.

“Loan Documents” means, collectively, this Agreement (including the Schedules and Exhibits hereto), each Note, each Fee Letter, each ESG Amendment, and any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.13 of this Agreement.

“Long-Term Indebtedness Approvals” has the meaning specified in the definition of “Revolving Loan Maturity Date” below.

“Material Adverse Effect” means, with respect to any Borrower: (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties or financial condition of such Borrower and its Subsidiaries, taken as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under the Loan Documents, or of the ability of such Borrower to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against such Borrower of any Loan Document to which it is a party.

“Moody’s” means Moody’s Investors Service, Inc., and any successor thereto.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Borrower or any ERISA Affiliate makes, or is obligated to make, contributions, or, during the preceding five (5) plan years, has made, or been obligated to make, contributions.

“Multiple Employer Plan” means a Plan that has two (2) or more contributing sponsors (including, without limitation, any Borrower or any ERISA Affiliate), at least two (2) of whom are not under common control, as such plan is described in Section 4064 of ERISA.

“Non-Consenting Lender” has the meaning specified in Section 11.13.

“Non-Extending Lender” has the meaning specified in Section 2.16(b).

“Note” or “Notes” means the Revolving Notes and/or the Swing Line Note, individually or collectively, as appropriate.

CHAR1\1927667v9    2

“Notice Date” has the meaning specified in Section 2.16(b).

“NSTAR Electric” means NSTAR Electric Company, a Massachusetts corporation doing business as Eversource Energy.

“NSTAR Gas” has the meaning specified in the introductory paragraph hereto.

“Obligations” means, without duplication, all of the several but not joint obligations of the Borrowers to the Lenders and the Administrative Agent, whenever arising, under this Agreement, any Notes or any of the other Loan Documents.

“OFAC” means the Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Organization Documents” means: (a) with respect to any corporation, the charter or certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating or limited liability agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document. For the avoidance of doubt, “Other Taxes” shall not include any Excluded Taxes.

“Outstanding Amount” means, with respect to any Loans on any date, the aggregate outstanding principal amount thereof, after giving effect to any borrowings and prepayments or repayments of any Loans occurring on such date.

“Overnight Rate” means, for any day, with respect to any amount denominated in Dollars, the greater of: (a) the Federal Funds Rate; and (b) an overnight rate determined by the Administrative Agent or the Swing Line Lender, as applicable, in accordance with banking industry rules on interbank compensation.

“Participant” has the meaning specified in Section 11.06(d).

“Participant Register” has the meaning specified in Section 11.06(d).

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Pub. L. §–107–56).

“PBGC” means the U.S. Pension Benefit Guaranty Corporation, as referred to and defined in ERISA, and any successor entity performing similar functions.

“Pension Funding Rules” means the rules of the Internal Revenue Code and ERISA regarding minimum required contributions (including any installment payment thereof) with respect to Pension Plans and set forth in Section 412, Section 430, Section 431, Section 432 and Section 436 of the Internal Revenue Code and Section 302, Section 303, Section 304 and Section 305 of ERISA.

“Pension Plan” means any “employee pension benefit plan” (as defined in Section 3(2) of ERISA) (including, without limitation, a Multiple Employer Plan or a Multiemployer Plan) that is maintained, or is

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contributed to, by any Borrower and any ERISA Affiliate, or with respect to which any Borrower or any ERISA Affiliate has any liability, and is either covered by Title IV of ERISA or is subject to minimum funding standards under Section 412 of the Internal Revenue Code.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” (as defined in Section 3(3) of ERISA) (including, without limitation, a Pension Plan), maintained for employees of any Borrower or any ERISA Affiliate, or any such Plan to which any Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees.

“Platform” has the meaning specified in Section 7.02.

“Prepayment Notice” means a notice of prepayment pursuant to Section 2.04(a), which shall be substantially in the form of Exhibit 2.04 or such other form as may be reasonably approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer.

“Principal Subsidiary” means: (a) each of AWC–CT, NSTAR Gas, CL&P, PSNH, Yankee Gas, Eversource Gas and NSTAR Electric; (b) each Subsidiary of a Borrower that, during any fiscal quarter of such Borrower, represents, with respect to such Borrower and its Subsidiaries, taken as a whole, at least (i) ten percent (10.0%) of such Borrower’s consolidated assets (calculated as an average of such consolidated assets over the preceding four (4) fiscal quarters), and (ii) ten percent (10.0%) of such Borrower’s consolidated net income (or loss) (calculated as a sum of such net income (or loss) over the preceding four (4) fiscal quarters), whether such Subsidiary is owned, directly or indirectly, by such Borrower; and (c) any Person deemed to be a “Principal Subsidiary” pursuant to Section 8.02.

“PSNH” has the meaning specified in the introductory paragraph hereto.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public Lender” has the meaning specified in Section 7.02.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. §–5390(c)(8)(D).

“QFC Credit Support” has the meaning specified in Section 11.22.

“Recipient” means the Administrative Agent, any Lender, or any other recipient of any payment to be made by, or on account of, any obligation of any Borrower hereunder.

“Reference Ratings” means, (A) with respect to Eversource, the rating(s) assigned by S&P and/or Moody’s to the long-term senior unsecured, non-credit enhanced debt (the “Borrower Unsecured Debt”) of Eversource, and (B) with respect to each Borrower other than Eversource, the rating(s) assigned by S&P and/or Moody’s to the Borrower Unsecured Debt of such Borrower, provided, that:

(1)with respect to Eversource, if neither S&P nor Moody’s maintains a rating on the Borrower Unsecured Debt of Eversource, whether because no such Borrower Unsecured Debt is outstanding or otherwise, then, in such circumstance, the “Reference Ratings” for Eversource shall, for all purposes of this Agreement and the other Loan Documents, be, and be deemed to be, those certain Reference Ratings set forth in Pricing Level 7 of the applicable table in effect at such time set forth in the definition of “Applicable Margin” above; and

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(2)with respect to any Borrower other than Eversource:

a.if neither S&P nor Moody’s maintains a rating on the Borrower Unsecured Debt of such Borrower, whether because no such Borrower Unsecured Debt is outstanding or otherwise, then, in such circumstance, the “Reference Ratings” for such Borrower shall, for all purposes of this Agreement and the other Loan Documents, be determined (subject to the proviso to this clause (b)(i)) based on the rating(s) assigned by S&P and/or Moody’s, as applicable, to the long-term senior secured debt (the “Borrower Secured Debt”) of such Borrower; provided, that, in such circumstance, the “Reference Ratings” for such Borrower shall be, and be deemed to be, the rating(s) that are one (1) rating category lower than such assigned Borrower Secured Debt rating(s) by S&P and/or Moody’s, as applicable (e.g., a Borrower Secured Debt rating of “AA-” or “Aa3” shall, in such circumstance, yield a corresponding Reference Rating of “A+” or “A1”, as applicable, and a Borrower Secured Debt rating of “A-” or “A3” shall, in such circumstance, yield a corresponding Reference Rating of “BBB+” or “Baa1”, as applicable); and

b.if (A) neither S&P nor Moody’s maintains a rating on the Borrower Unsecured Debt of such Borrower, whether because no such Borrower Unsecured Debt is outstanding or otherwise, and (B) neither S&P nor Moody’s maintains a rating on the Borrower Secured Debt of such Borrower, whether because no such Borrower Secured Debt is outstanding or otherwise, then, in such circumstance, the “Reference Ratings” for such Borrower shall, for all purposes of this Agreement and the other Loan Documents, be based on such Borrower’s long-term corporate/issuer rating(s) as maintained by S&P and/or Moody’s, as applicable, if any such rating(s) exist.

“Refinancing Indebtedness” means Consolidated Indebtedness incurred for the purpose of refinancing existing Consolidated Indebtedness.

“Register” has the meaning specified in Section 11.06(c).

“Regulation T” means Regulation T of the FRB, as the same may be in effect from time to time, and any successor regulations.

“Regulation U” means Regulation U of the FRB, as the same may be in effect from time to time, and any successor regulations.

“Regulation X” means Regulation X of the FRB, as the same may be in effect from time to time, and any successor regulations.

“Regulatory Assets” means, with respect to AWC–CT, NSTAR Gas, CL&P, PSNH, Yankee Gas, Eversource Gas, NSTAR Electric or any other direct or indirect Subsidiary of Eversource, an intangible asset established by statute, regulation or regulatory order or similar action of a utility regulatory agency having jurisdiction over such Person or such Subsidiary, and included in the rate base of such Person or such Subsidiary, with the intention that such asset be amortized by rates over time.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, consultants, service providers and representatives of such Person and of such Person’s Affiliates.

“Removal Effective Date” has the meaning specified in Section 10.06(b).

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) calendar day notice period has been waived.

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“Request for Borrowing” means: (a) with respect to a Borrowing, conversion or continuation of Revolving Loans, a Revolving Loan Notice; and (b) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than fifty percent (50.0%) of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided, that, the amount of any participation in any Swing Line Loan that such Defaulting Lender has failed to fund that have not been reallocated to, and funded by, another Lender shall be deemed to be held by the Lender that is the Swing Line Lender in making such determination.

“Rescindable Amount” has the meaning specified in Section 2.11(f)(i).

“Resignation Effective Date” has the meaning specified in Section 10.06(a).

“Resolution Authority” means an EEA Resolution Authority, or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller (or other officer of substantially equivalent title and authority as any of the foregoing) of a Borrower, and, solely for purposes of the delivery of certificates pursuant to Section 5.01, the secretary or any assistant secretary (or other officer of substantially equivalent title and authority) of a Borrower. Any document delivered hereunder that is signed by a Responsible Officer of a Borrower shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Borrower, and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Borrower.

“Revolving Commitment” means, as to each Lender, its obligation to (a) make Revolving Loans to any Borrower pursuant to Section 2.01, and (b) purchase participations in Swing Line Loans, in an aggregate principal amount, at any one time outstanding, not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as the case may be, as such amount may be adjusted from time to time in accordance with this Agreement.

“Revolving Credit Exposure” means, as to any Lender at any time, the sum of: (a) the aggregate Outstanding Amount of such Lender’s Revolving Loans at such time; plus (b) such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans at such time.

“Revolving Loan” has the meaning specified in Section 2.01.

“Revolving Loan Notice” means a notice of (a) a Borrowing of Revolving Loans, (b) a conversion of Revolving Loans from one (1) Type to the other, or (c) a continuation of SOFR Loans, in each case of the foregoing, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit 2.02 or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the applicable Borrower.

“Revolving Loan Maturity Date” means (a) the later to occur of (i) October 15, 2026, and (ii) with respect to some or all of the Lenders (as applicable) if the Revolving Loan Maturity Date has been extended pursuant to Section 2.16, such extended Revolving Loan Maturity Date, or (b) such earlier date on which the Loans shall have become due and payable pursuant to the terms of this Agreement; provided, that, (A) if any Borrower is unable to obtain all required Governmental Approvals, such approvals to be reasonably satisfactory to the Administrative Agent, for such Borrower’s incurrence of indebtedness that, by its terms, is payable more than one (1) year from the date of incurrence thereof (collectively, “Long-Term Indebtedness Approvals”) prior

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to the initial making of any Loan to such Borrower hereunder, then the Revolving Loan Maturity Date for such Borrower shall instead be the date that is the 364th calendar day to occur following the date of Borrowing of such initial Loan to such Borrower hereunder (the “364-Day Maturity Date”), provided, that, notwithstanding anything to the contrary in the foregoing, in no event shall the 364-Day Maturity Date be later than the Revolving Loan Maturity Date as determined in accordance with the foregoing clause (a), and (B) if such Borrower shall obtain such Long-Term Indebtedness Approvals prior to the 364-Day Maturity Date, then, at the request of such Borrower, but, in any event, provided, that, (I) no Default or Event of Default then exists with respect to such Borrower, and (II) the representations and warranties of such Borrower contained in Article VI (other than in Section 6.05(c) and Section 6.06) or in any other Loan Document shall be true and correct in all material respects on, and as of, such date, then, in any such case of the foregoing of this clause (B), such 364- Day Maturity Date shall automatically be extended to the extent permitted by such Governmental Approvals, provided, further, that, in no event shall such 364-Day Maturity Date be extended to a date that is later than the Revolving Loan Maturity Date as determined in accordance with the foregoing clause (a).

“Revolving Note” has the meaning specified in Section 2.10(a).

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto.

“Sanctions” means any international economic sanction administered or enforced by the U.S. government (including, without limitation, OFAC), the United Nations Security Council, the European Union, His Majesty’s Treasury or other relevant sanctions authority.

“Scheduled Unavailability Date” has the meaning specified in Section 3.03(b)(ii).

“SEC” means the U.S. Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Securities Exchange Act” means the Securities Exchange Act of 1934 (15 U.S.C. §–78a et seq.).

“SOFR” means the Secured Overnight Financing Rate as administered by the SOFR Administrator.

“SOFR Adjustment” means 0.100% (10.0 basis points) per annum.

“SOFR Administrator” means the FRBNY, as the administrator of SOFR, or any successor administrator of SOFR designated by the FRBNY or other Person acting as the SOFR Administrator at such time that is satisfactory to the Administrative Agent.

“SOFR Loan” means a Loan that bears interest based on Term SOFR.

“Solvent” or “Solvency” means, with respect to any Person as of a particular date, that, on such date: (a) such Person is able to pay its debts and other liabilities, including contingent obligations as they mature; (b) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute unreasonably small capital; (c) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person; and (d) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

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“Stranded Cost Recovery Obligations” means, with respect to any Person, such Person’s obligations to make principal, interest or other payments to the issuer of stranded cost recovery bonds pursuant to a loan agreement or similar arrangement whereby the issuer has loaned the proceeds of such bonds to such Person.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of Voting Stock is, at the time of determination, beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one (1) or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrowers.

“Successor Rate” has the meaning specified in Section 3.03(b).

“Supported QFC” has the meaning specified in Section 11.22.

“Sustainability Coordinators” means, collectively, (a) BofA Securities, and (b) Barclays, each in its capacity as a co-sustainability coordinator.

“Sustainability Linked Loan Principles” means the Sustainability Linked Loan Principles (as published in May 2021 by the Loan Market Association, Asia Pacific Loan Market Association and Loan Syndications & Trading Association).

“Swap Contract” means: (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement; and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement, but excluding in all instances obligations under default service and standard offer power supply agreements entered into in the ordinary course of business.

“Swap Obligation” means, with respect to any Borrower, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swap Termination Value” means, in respect of any one (1) or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts: (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s); and (b) for any date prior to the date referenced in the foregoing clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one (1) or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Lender” means Bank of America, in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.03(a).

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“Swing Line Loan Notice” means a notice of a Borrowing of Swing Line Loans pursuant to Section2.03(b), which shall be substantially in the form of Exhibit 2.03 or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer.

“Swing Line Note” has the meaning specified in Section 2.10(a).

“Swing Line Sublimit” means an amount equal to the lesser of: (a) One-Hundred Million Dollars ($100,000,000); and (b) the Aggregate Revolving Commitments. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.

“Synthetic Lease” means any synthetic lease, tax retention operating lease, off-balance sheet loan, or similar off-balance sheet financing arrangement whereby the arrangement is considered borrowed money indebtedness for tax purposes but is classified as an operating lease, or does not otherwise appear on a balance sheet under GAAP.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term SOFR” means, for any applicable Interest Period, the rate per annum equal to the sum of: (a) the Term SOFR Screen Rate determined two (2) U.S. Government Securities Business Days prior to the date of commencement of such Interest Period, with a term equivalent to such Interest Period, provided, that, if the Term SOFR Screen Rate is not published prior to 11:00 a.m. on such date of determination, then the Term SOFR Screen Rate determined on the first (1st) U.S. Government Securities Business Day immediately prior thereto shall be utilized for purposes of this clause (a); plus (b) the SOFR Adjustment. Notwithstanding anything to the contrary in the foregoing or elsewhere in this Agreement or in any other Loan Document, if, at any time, Term SOFR determined in accordance with the foregoing of this definition is less than zero percent (0.00%) per annum, then Term SOFR shall be deemed to equal zero percent (0.00%) per annum for all purposes of this Agreement and the other Loan Documents.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited, as the administrator of the Term SOFR Screen Rate, or any successor administrator of the Term SOFR Screen Rate designated by CME Group Benchmark Administration Limited or other Person acting as the Term SOFR Administrator at such time that is satisfactory to the Administrative Agent.

“Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by the Term SOFR Administrator and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).

“Threshold Amount” means Fifty Million Dollars ($50,000,000).

“Total Credit Exposure” means, as to any Lender at any time, the unused Revolving Commitments and Revolving Credit Exposure of such Lender at such time.

“Total Revolving Outstandings” means, at any time, the aggregate Outstanding Amount of: (a) all Revolving Loans at such time; and (b) all Swing Line Loans at such time.

“Type” means, with respect to any Loan, its character as a Base Rate Loan or a SOFR Loan.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time)

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promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“U.S.” and “United States” mean the United States of America.

“U.S. Government Securities Business Day” means any Business Day, except any Business Day on which any of the Securities Industry and Financial Markets Association, the New York Stock Exchange or the FRBNY is not open for business because such day is a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable.

“U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Internal Revenue Code.

“U.S. Special Resolution Regime” has the meaning specified in Section 11.22.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(III).

“Voting Stock” means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote has been suspended by the happening of such a contingency.

“Write-Down and Conversion Powers” means: (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule; and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution, or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it, or to suspend any obligation in respect of that liability, or any of the powers under that Bail-In Legislation that are related or ancillary to any of those powers.

“Yankee Gas” has the meaning specified in the introductory paragraph hereto.

SECTION 1.02    Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(1)The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “, without limitation,”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. In computation of periods of time from a specified date to a later specified date, unless otherwise specified, the word “from” shall mean “from, and including,”, and the word “to” shall mean “to, but excluding”. In addition, unless the context requires otherwise:

(a)any definition of, or reference to, any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as it was originally executed, or as it may from time to time be

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amended, restated, amended and restated, supplemented, increased, extended, refinanced, renewed, replaced, and/or otherwise modified in writing, as applicable (subject to any restrictions on such amendments, restatements, amendments and restatements, supplements, increases, extensions, refinancings, renewals, replacements, and/or other written modifications set forth herein);

(b)any reference in any Loan Document to any Person shall be construed to include such Person’s successors and permitted assigns;

(c)the words “hereto”, “herein”, “hereof” and “hereunder”, and words of similar import, when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety, and not to any particular provision hereof or thereof;

(d)all references in a Loan Document to Articles, Sections, Exhibits and/or Schedules shall be construed to refer to Articles, Sections, Exhibits and/or Schedules, as applicable, to or of the Loan Document in which such references appear;

(e)all references contained in a Section to clauses or definitions occurring “above” or “below” shall refer to the applicable clause of, or definition set forth in, such Section, and all general references contained in a Section or clause thereof to “the above” or “the below” shall refer, collectively, to all provisions of such Section or clause, as applicable, occurring prior to or after, as applicable, the occurrence of such general reference;

(f)any definition of, or reference to, any Law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing, and/or interpreting such Law, and any definition of, or reference to, any Law shall, unless otherwise specified, refer to such Law as amended, modified, and/or supplemented from time to time; and

(g)the words “asset” and “property” shall be construed to have the same meaning and effect, and to refer to any and all real and personal, tangible and intangible assets and/or properties, including, without limitation, cash, securities, accounts and contract rights.

(2)Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(3)Any reference in any Loan Document to a merger, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder or thereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

SECTION 1.03    Accounting Terms.

(1)Generally. Except as otherwise specifically prescribed herein, all accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements; provided, that, calculations of attributable Indebtedness under any Synthetic Lease or the

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implied interest component of any Synthetic Lease shall be made by the Borrowers in accordance with accepted financial practice and consistent with the terms of such Synthetic Lease.

(2)Changes in GAAP. If, at any time, any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); providedthat, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, (ii) the Borrowers shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP, and (iii) all liability amounts shall be determined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each case of the foregoing, to the extent that such liability, asset, amortization or interest, as the case may be, pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015

(3)FASB ASC 825 and FASB ASC 470–20. Notwithstanding anything to the contrary in the foregoing, for purposes of determining compliance with any covenant (including, without limitation, the computation of any financial covenant) contained herein, Indebtedness of the Borrowers and their Subsidiaries shall be deemed to be carried at one hundred percent (100.0%) of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470–20 on financial liabilities shall be disregarded.

SECTION 1.04    Rounding. Any financial ratios required to be maintained by the Borrowers pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one (1) place more than the number of places by which such ratio is expressed herein, and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

SECTION 1.05    Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

SECTION 1.06    Interest Rates. The Administrative Agent does not warrant, nor accept responsibility for, nor shall the Administrative Agent have any liability with respect to, the administration, submission and/or any other matter related to any reference rate referred to herein or with respect to any rate (including, for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement for, or successor to, any such rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing), or as to the effect of any of the foregoing, or of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or any related spread or other adjustments thereto, in each case, in a manner adverse to the Borrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing), in each case pursuant to the terms of this Agreement, and shall have no liability to any Borrower, any Lender or any other Person for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or other action or

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omission related to or affecting the selection, determination, or calculation of any rate (or component thereof) provided by any such information source or service.

ARTICLE II

THE COMMITMENTS AND BORROWINGS

SECTION 2.01    Revolving Commitments. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Revolving Loan”) to each Borrower, in Dollars, from time to time on any Business Day during the Availability Period, in an aggregate amount not to exceed, at any time outstanding, the amount of such Lender’s Revolving Commitment; provided, that, after giving effect to any Borrowing of Revolving Loans, (a) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (b) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, and (c) the Total Revolving Outstandings of any Borrower shall not exceed such Borrower’s Borrower Sublimit. Within the limits of each Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, each Borrower may borrow under this Section 2.01, prepay under Section2.04, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or SOFR Loans, or a combination thereof, as further provided herein; provided, that, notwithstanding anything to the contrary in the foregoing, all Borrowings made on the Effective Date shall be made as Base Rate Loans.

SECTION 2.02    Borrowings, Conversions and Continuations of Loans.

(1)Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of SOFR Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent, which may be given by: (i) a Revolving Loan Notice; or (ii) telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. on: (A) the date that is three (3) Business Days prior to the requested date of any Borrowing of, or conversion to or continuation of, SOFR Loans, or of any conversion of SOFR Loans to Base Rate Loans prior to the end of the applicable Interest Period; and (B) the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by a Borrower pursuant to this clause (a) must be confirmed promptly by delivery to the Administrative Agent of a Revolving Loan Notice. Each Borrowing of, or conversion to or continuation of, SOFR Loans shall be in a minimum principal amount of Five Million Dollars ($5,000,000), or, if greater, in a whole multiple of One Million Dollars ($1,000,000) in excess thereof. Except as provided in Section 2.03(c), each Borrowing of, or conversion to, Base Rate Loans shall be in a minimum principal amount of Five Million Dollars ($5,000,000), or, if greater, in a whole multiple of One Million Dollars ($1,000,000) in excess thereof. Each Revolving Loan Notice and each telephonic notice shall specify: (I) whether the applicable Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of SOFR Loans; (II) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day); (III) the principal amount of Loans to be borrowed, converted or continued, as the case may be; (IV) the Type of Loans to be borrowed, or to which existing Loans are to be converted; and (V) if applicable, the duration of the Interest Period with respect thereto. If a Borrower fails to specify a Type of a Loan in a Revolving Loan Notice, or if a Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable SOFR Loans. If a Borrower requests a Borrowing of, or conversion to or continuation of, SOFR Loans in any Revolving Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.

(2)Following receipt of a Revolving Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans, and, if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans as described in the foregoing clause (a). In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent,

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in immediately available funds, at the Administrative Agent’s Office by not later than 1:00 p.m. on the Business Day specified in the applicable Revolving Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 5.02 (and, if such Borrowing is the initial Borrowing, Section 5.01), the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent, either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds, or (ii) wire transfer of such funds, in each case of the foregoing clauses (b)(i) and (b)(ii), in accordance with instructions provided to (and acceptable to) the Administrative Agent by such Borrower.

(3)Except as otherwise provided herein, a SOFR Loan may be continued or converted only on the last day of the applicable Interest Period for such SOFR Loan. During the existence of a Default or an Event of Default with respect to any Borrower, no Loans may be requested as, or converted to or continued as, SOFR Loans with respect to such Borrower without the consent of the Required Lenders.

(4)The Administrative Agent shall promptly notify the Borrowers and the Lenders of the interest rate applicable to any Interest Period for SOFR Loans upon the determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrowers and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(5)After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than eight (8) Interest Periods in effect with respect to all Loans.

(6)Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrowers, the Administrative Agent, and such Lender.

(7)With respect to Daily Simple SOFR, SOFR, Term SOFR and/or the Term SOFR Screen Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided, that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrowers and the Lenders reasonably promptly after such amendment becomes effective.

SECTION 2.03    Swing Line Loans.

(1)Swing Line Facility. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.03, shall make loans (each such loan, a “Swing Line Loan”) to each Borrower, in Dollars, from time to time on any Business Day during the Availability Period, in an aggregate amount not to exceed, at any time outstanding, the amount of the Swing Line Sublimit; provided, that, (i) after giving effect to any Swing Line Loan, (A) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (B) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment, and (C) the Total Revolving Outstandings of any Borrower shall not exceed such Borrower’s Borrower Sublimit, and (ii) no Borrower shall use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, each Borrower may borrow under this Section 2.03, prepay under Section 2.04, and reborrow under this Section 2.03. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed, and hereby irrevocably and unconditionally agrees, to purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of: (I) such Lender’s Applicable Percentage; multiplied by (II) the amount of such Swing Line Loan.

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(2)Borrowing Procedures. Each Borrowing of Swing Line Loans shall be made upon the applicable Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by:

(i) a Swing Line Loan Notice; or (ii) telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent by not later than 2:00 p.m. on the requested borrowing date, and shall specify: (A) the amount to be borrowed, which shall be in a minimum principal amount of Five-Hundred Thousand Dollars ($500,000) or, if greater, in an integral multiple of One-Hundred Thousand Dollars ($100,000) in excess thereof; and (B) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swing Line Loans (I) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the foregoing proviso clause (a)(i), or (II) that one (1) or more of the applicable conditions specified in Article V is not then satisfied, then, in any such case of the foregoing clauses (b)(I) or (b)(II), subject to the terms and conditions hereof, the Swing Line Lender will, by not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable Borrower.

(3)Refinancing of Swing Line Loans.

(a)The Swing Line Lender, at any time in its sole discretion, may request, on behalf of the applicable Borrower (which hereby irrevocably requests and authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Revolving Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the conditions set forth in Section 5.02 (other than the delivery of a Revolving Loan Notice); provided, that, after giving effect to such Borrowing, the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments. The Swing Line Lender shall furnish the applicable Borrower with a copy of the applicable Revolving Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Revolving Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office by not later than 1:00 p.m. on the date specified in such Revolving Loan Notice, whereupon, subject to the below clause (c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(b)If, for any reason, any Swing Line Loan cannot be refinanced by such a Borrowing of Revolving Loans in accordance with the foregoing clause (c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan, and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to the foregoing clause (c)(i) shall be deemed payment in respect of such participation.

(c)If any Lender fails to make available to the Administrative Agent, for the account of the Swing Line Lender, any amount required to be paid by such Lender pursuant to the foregoing provisions of this clause (c) by the time specified in the foregoing clause (c)(i), then the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such

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amount, with interest thereon for the period from, and including, the date such payment is required to, and including, the date on which such payment is immediately available to the Swing Line Lender, at a rate per annum equal to the Overnight Rate. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (c)(iii) shall be conclusive absent manifest error.

(d)Each Lender’s obligation to make Revolving Loans, or to purchase and fund risk participations in Swing Line Loans, pursuant to this clause (c) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any setoff, counterclaim, recoupment, defense, or other right that such Lender may have against the Swing Line Lender, any Borrower, or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or an Event of Default with respect to any Borrower, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, that, notwithstanding anything to the contrary in the foregoing, each Lender’s obligation to make Revolving Loans pursuant to this clause (c) is subject to the conditions set forth in Section 5.02. No such purchase or funding of risk participations shall relieve, or otherwise impair, the obligation of any Borrower to repay Swing Line Loans, together with interest as provided herein.

(4)Repayment of Participations.

(e)At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.

(f)If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from, and including, the date of such demand to, and including, the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause (d) shall survive the payment in full of the Obligations and the termination thereof.

(5)Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the applicable Borrower for interest on the Swing Line Loans. Until each Lender funds its Revolving Loans that are Base Rate Loans or risk participation pursuant to this Section 2.03 to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be payable solely for the account of the Swing Line Lender.

(6)Payments Directly to Swing Line Lender. Each Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

SECTION 2.04    Prepayments.

(1)Voluntary Prepayments.

(a)Revolving Loans. Each Borrower may, upon delivery of a Prepayment Notice from such Borrower to the Administrative Agent, at any time or from time to time, voluntarily prepay Revolving Loans, in whole or in part, without premium or penalty; provided, that, (A) such Prepayment Notice must be received by the Administrative Agent by not later than 11:00 a.m. on (I) the date that is

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three (3) Business Days prior to any date of prepayment of any SOFR Loans (prior to the end of an applicable Interest Period), and (II) the date of prepayment of any Base Rate Loans, (B) any such prepayment of SOFR Loans shall be in a minimum principal amount of Two Million Dollars ($2,000,000), or, if greater, in a whole multiple of One Million Dollars ($1,000,000) in excess thereof (or, if less, the entire principal amount thereof then outstanding), and (C) any prepayment of Base Rate Loans shall be in a minimum principal amount of One Million Dollars ($1,000,000), or, if greater, in a whole multiple of Five-Hundred Thousand Dollars ($500,000) in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such Prepayment Notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such Prepayment Notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such Prepayment Notice is given by a Borrower, such Borrower shall make such prepayment, and the payment amount specified in such Prepayment Notice shall be due and payable, on the date specified therein. Any prepayment of a SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.14, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.

(b)Swing Line Loans. Each Borrower may, upon delivery of a Prepayment Notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans, in whole or in part, without premium or penalty; provided, that,

(1)such Prepayment Notice must be received by the Swing Line Lender and the Administrative Agent by not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of Five-Hundred Thousand Dollars ($500,000), or, if greater, in a whole multiple of One-Hundred Thousand Dollars ($100,000) in excess thereof (or, if less, the entire principal thereof then outstanding). Each such Prepayment Notice shall specify the date and amount of such prepayment. If such Prepayment Notice is given by a Borrower, such Borrower shall make such prepayment, and the payment amount specified in such Prepayment Notice shall be due and payable, on the date specified therein.

(2)Mandatory Prepayments of Loans.

(c)Revolving Commitments. If, for any reason, (A) the Total Revolving Outstandings, at any time, exceed the Aggregate Revolving Commitments then in effect, or (B) the Total Revolving Outstandings of any Borrower, at any time, exceed such Borrower’s Borrower Sublimit, then, in any such case of the foregoing clauses (b)(i)(A) or (b)(i)(B), the applicable Borrower or Borrowers shall immediately prepay Revolving Loans and/or the Swing Line Loans in an aggregate amount equal to such excess.

(d)Application of Mandatory Prepayments. All amounts required to be paid pursuant to the foregoing clause (b)(i) shall be applied ratably to Revolving Loans and Swing Line Loans. Within the parameters of the applications set forth above, prepayments shall be applied, (A) first, to Base Rate Loans, and (B) then, to SOFR Loans, in direct order of Interest Period maturities. All prepayments under this clause (b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

SECTION 2.05    Termination or Reduction of Aggregate Revolving Commitments.

(1)Optional Reductions. The Borrowers, or any Borrower individually, shall have the right, at any time during the Availability Period, upon at least three (3) Business Days’ prior notice to the Administrative Agent, to terminate in whole or, upon same day notice, from time to time to permanently reduce, (i) ratably in part, the unused portion of the Aggregate Revolving Commitments, or (ii) the Borrower Sublimit of such Borrower, without ratably reducing the unused portion of the Aggregate Revolving Commitments; provided, that, (A) each partial reduction shall be in a minimum aggregate amount of Five Million Dollars ($5,000,000),

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or, if greater, in an integral multiple of One Million Dollars ($1,000,000) in excess thereof, with each such notice of termination or reduction being irrevocable, and (B) if, after giving effect to any such reduction, the Swing Line Sublimit or any Borrower Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess. Any Aggregate Revolving Commitment reduced or terminated pursuant to this Section 2.05 may not be reinstated. Notwithstanding anything to the contrary in the foregoing or otherwise in this Agreement or any other Loan Document, in the event that any Borrower other than Eversource, at any time during the Availability Period, (I) terminates its right to obtain Revolving Loans, and (II) has otherwise repaid all of its Obligations, then such Borrower (other than Eversource) shall no longer be, or be deemed to be, a “Borrower” hereunder.

(2)Notice. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Swing Line Sublimit, any Borrower’s Borrower Sublimit, or the Aggregate Revolving Commitments under this Section 2.05. Upon any reduction of the Aggregate Revolving Commitments, the Revolving Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees in respect of the Aggregate Revolving Commitments accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

SECTION 2.06    Repayment of Loans.

(1)Revolving Loans. Each Borrower shall repay to the Lenders, on the Revolving Loan Maturity Date, the aggregate principal amount of all Revolving Loans outstanding on such date.

(2)Swing Line Loans. Each Borrower shall repay to the Swing Line Lender the principal amount of each Swing Line Loan on the earlier to occur of: (i) the date that is one (1) Business Day after the date of demand therefor by the Swing Line Lender; and (ii) the Revolving Loan Maturity Date.

SECTION 2.07    Interest.

(1)Subject to the provisions of clause (b) below: (i) each SOFR Loan shall bear interest on the outstanding principal amount thereof for each Interest Period, at a rate per annum equal to the sum of (A) Term SOFR for such Interest Period, plus (B) the Applicable Margin; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date, at a rate per annum equal to (A) the Base Rate, plus (B) the Applicable Margin; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date, at a rate per annum equal to (A) the Base Rate, plus (B) the Applicable Margin.

(b)

(e)If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, all outstanding Obligations shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate, to the fullest extent permitted by applicable Laws.

(f)If any amount (other than principal of any Loan) is not paid when due (after giving effect to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then, upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate, to the fullest extent permitted by applicable Laws.

(g)Accrued and unpaid interest on past due amounts (including, without limitation, interest on past due interest) shall be due and payable upon demand.

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(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

SECTION 2.08    Fees.

(1)Facility Fee. Each Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Applicable Percentage, a facility fee (the “Facility Fee”) at a rate per annum equal to the product of: (i) the Facility Fee rate in effect for such Borrower at such time, as specified in the definition of “Applicable Margin” in Section 1.01; multiplied by (ii) such Borrower’s Facility Percentage; multiplied by

(h)the Aggregate Revolving Commitments. The Facility Fee for each Borrower shall accrue at all times during the Availability Period, including at any time during which one (1) or more of the conditions set forth in Article V is not met, and shall be due and payable quarterly in arrears on (A) the last Business Day of each March, June, September and December, commencing with the first (1st) such date to occur after the Effective Date, and (B) the Revolving Loan Maturity Date; provided, that, each Defaulting Lender shall be entitled to receive fees payable under this clause (a) for any period during which that Lender is a Defaulting Lender only to extent allocable to the outstanding principal amount of the Loans funded by it. The Facility Fee shall be calculated quarterly in arrears, and, if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect.

(2)Fee Letters. Each Borrower shall pay to the Joint Lead Arrangers and the Administrative Agent, for their own respective accounts, fees in the amounts and at the times specified in the applicable Fee Letter(s). Such fees shall be fully earned when paid and shall be non-refundable for any reason whatsoever.

SECTION 2.09    Computation of Interest and Fees. All computations of interest for Base Rate Loans determined by reference to clause (b) of the definition of “Base Rate” in Section 1.01 shall be made on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed. All other computations of fees and interest (including, without limitation, computations of interest for Base Rate Loans determined by reference to clauses (a) and (c) of the definition of “Base Rate” in Section 1.01) shall be made on the basis of a 360-day year and the actual number of days elapsed (which, for purposes of clarity, results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan, or such portion, is paid; provided, that, any Loan that is repaid on the same day on which it is made shall, subject to Section 2.11(a), bear interest for one (1) calendar day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

SECTION 2.10    Evidence of Debt.

(1)The Borrowings made by each Lender shall be evidenced by one (1) or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Borrowings made by the Lenders to each Borrower and the interest and payments thereon. Any failure to so record, or any error in doing so, shall not, however, limit, or otherwise affect, the obligation of any Borrower hereunder to pay any amount owing with respect to the Loans. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the applicable Borrower shall execute and deliver to such Lender (through the Administrative Agent) a promissory note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each such promissory note shall: (i) in the case of Revolving Loans, be in the form of Exhibit 2.10–A (a “Revolving

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Note”); and (ii) in the case of Swing Line Loans, be in the form of Exhibit 2.10–B (a “Swing Line Note”). Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(2)In addition to the accounts and records referred to in the foregoing clause (a), each Lender and the Administrative Agent shall maintain, in accordance with its usual practice, accounts or records evidencing the purchases and sales by such Lender of participations in Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

SECTION 2.11    Payments Generally; Administrative Agent’s Clawback.

(1)General. All payments to be made by any Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by any Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office, in Dollars and in immediately available funds, by not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. on such specified date shall be deemed to be received on the next succeeding Business Day, and any applicable interest or fee shall continue to accrue. Subject to the definition of “Interest Period” in Section 1.01, if any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b)

(a)Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender, prior to the proposed date of any Borrowing of SOFR Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 p.m. (noon) on the date of such Borrowing), that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of any Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with, and at the time required by, Section 2.02) and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not, in fact, made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Administrative Agent, forthwith on demand, such corresponding amount in immediately available funds, with interest thereon for each day from, and including, the date on which such amount is made available to the applicable Borrower to, but excluding, the date of payment to the Administrative Agent, at: (A) in the case of a payment to be made by such Lender, the Overnight Rate; and (B) in the case of a payment to be made by such Borrower, the interest rate applicable to Base Rate Loans. If such Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such interest paid by such Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by such Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(b)Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the applicable Borrower, prior to the date on

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which any payment is due to the Administrative Agent for the account of the Lenders hereunder, that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith, and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the applicable Borrower has not, in fact, made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent, forthwith on demand, the amount so distributed to such Lender in immediately available funds, with interest thereon for each day from, and including, the date on which such amount is distributed to it to, but excluding, the date of payment to the Administrative Agent, at the Overnight Rate.

A notice of the Administrative Agent to any Lender or the applicable Borrower with respect to any amount owing under this clause (b) shall be conclusive, absent manifest error.

(3)Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the applicable Borrower by the Administrative Agent because the conditions to the applicable Borrowing set forth in Article V are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall promptly return such funds (in like funds as received from such Lender) to such Lender, without interest.

(4)Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans, to fund participations in Swing Line Loans, and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation, or to make any payment under Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation, or to make its payment under Section 11.04(c).

(5)Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner, or to constitute a representation by any Lender that it has obtained, or will obtain, the funds for any Loan in any particular place or manner.

(6)Erroneous Payments.

(a)With respect to any payment that the Administrative Agent makes for the account of the Lenders (or any of them) hereunder as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following circumstances applies (any such payment being referred to as the “Rescindable Amount”), (A) an applicable Borrower has not in fact made such payment, (B) the Administrative Agent has made a payment in excess of the amount so paid by the applicable Borrower (whether or not then owed), or (C) the Administrative Agent has, for any reason, otherwise erroneously made such payment, then, in any such case of the foregoing clauses (f)(i)(A) through (f)(i)(C), each of the Lenders, to the extent at any time in receipt of any such amount(s) (or portion thereof), severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount (or portion thereof) so distributed or made available to such Lender, in immediately available funds with interest thereon, for each day from, and including, the date on which such amount (or portion thereof) is distributed or made available to it to, but excluding, the date of payment of the Rescindable Amount (or portion thereof) to the Administrative Agent, at the Overnight Rate.

(b)A notice from the Administrative Agent to any Lender or any Borrower with respect to any amount(s) owing pursuant to the foregoing clause (f)(i) shall be conclusive and binding, absent manifest error.

SECTION 2.12    Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of, or interest on, any of the

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Loans made by it, or the participations in Swing Line Loans held by it (excluding any amounts applied by the Swing Line Lender to outstanding Swing Line Loans) resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans or participations and accrued interest thereon that is greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and sub-participations in Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of, and accrued interest on, their respective Loans and other amounts owing to them, provided, that:

(1)if any such participations or sub-participations are purchased and all, or any portion, of the payment giving rise thereto is recovered, such participations or sub-participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(2)the provisions of this Section 2.12 shall not be construed to apply to (A) any payment made by, or on behalf of, any Borrower pursuant to, and in accordance with, the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 2.13, or (C) any payment obtained by a Lender as consideration for the assignment of, or sale of a participation in, any of its Loans or sub- participations Swing Line Loans to any assignee or participant, other than an assignment to any Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.12 shall apply).

Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of setoff and counterclaim with respect to such participation, as fully as if such Lender were a direct creditor of such Borrower, in the amount of such participation.

SECTION 2.13    Cash Collateral.

(1)Certain Credit Support Events. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent or the Swing Line Lender, each Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.14(a)(iv) and any Cash Collateral provided by the Defaulting Lender).

(2)Grant of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at the Administrative Agent. Each Borrower, and, to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent and the Lenders (including the Swing Line Lender), and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to the below clause (c). If, at any time, the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, each Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

(3)Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.13, Section 2.03, or Section 2.14 in respect of Swing Line Loans shall be held and applied in satisfaction of the specific Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such

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obligation), and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided herein.

(4)Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, that, (A) that Cash Collateral furnished by, or on behalf of, a Borrower shall not be released during the continuance of a Default or an Event of Default with respect to such Borrower (and, following application as provided in this Section 2.13, may be otherwise applied in accordance with Section 9.03), and (B) the Person providing Cash Collateral and the Swing Line Lender may agree that Cash Collateral shall not be released, but instead held to support future anticipated Fronting Exposure or other obligations.

SECTION 2.14    Defaulting Lenders.

(1)Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(a)Waivers and Amendment. The Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 11.01.

(b)Reallocation of Payments. Any payment of principal, interest, fees or other amount received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 11.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows, (A) first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder, (B)second, to the payment, on a pro rata basis, of any amounts owing by that Defaulting Lender to the Swing Line Lender hereunder, (C) third, if so determined by the Administrative Agent or requested by the Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan, (D) fourth, as any Borrower may request (so long as no Default or Event of Default with respect to such Borrower then exists), to the funding of any Loan to such Borrower in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (E) fifth, if so determined by the Administrative Agent and each Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement,

(6)sixth, to the payment of any amounts owing to the Lenders, the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement, (G) seventh, so long as no Default or Event of Default with respect to such Borrower then exists, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement, and (H) eighth, to that Defaulting Lender, or as otherwise directed by a court of competent jurisdiction; provided, that, if (I) such payment is a payment of the principal amount of any Loans in respect of which that Defaulting Lender has not fully funded its appropriate share, and (II) such Loans were made at a time when the conditions set forth in Section 5.02 were satisfied or waived, such payment shall be applied solely to the pay the Loans of all non-Defaulting Lenders, on a pro rata basis, prior to being applied to the payment of any Loans of that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender, or to post Cash

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Collateral pursuant to this clause (a)(ii), shall be deemed paid to, and redirected by, that Defaulting Lender, and each Lender irrevocably consents hereto.

(c)Certain Fees. The Defaulting Lender shall not be entitled to receive any Facility Fee pursuant to Section 2.08(a) for any period during which such Lender is a Defaulting Lender (and no Borrower shall be required to pay any such fee that otherwise would have been required to have been paid to such Defaulting Lender).

(d)Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Swing Line Loans advanced to any Borrower pursuant to Section 2.03, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Commitment of that Defaulting Lender; provided, that, each such reallocation (A) shall be given effect only if, as of the date on which the applicable Lender becomes a Defaulting Lender, no Default or Event of Default with respect to such Borrower then exists, and (B) does not cause the aggregate Revolving Credit Exposure of any non- Defaulting Lender to exceed such non-Defaulting Lender’s Revolving Commitment.

(2)Defaulting Lender Cure. If each Borrower, the Administrative Agent and the Swing Line Lender agree in writing, in their sole discretion, that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, then the Administrative Agent will so notify the parties hereto, whereupon, as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders, or take such other actions as the Administrative Agent may determine to be necessary, to cause the Revolving Loans and funded and unfunded participations in Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to the foregoing clause (a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided, that, (i) no adjustments will be made retroactively with respect to fees accrued or payments made by, or on behalf of, any Borrower while that Lender was a Defaulting Lender, and (ii) except to the extent otherwise expressly agreed by the affected parties and subject to Section 11.24, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

SECTION 2.15    Additional Revolving Commitments. Eversource may, at any time and from time to time, upon prior written notice by Eversource to the Administrative Agent, increase the Aggregate Revolving Commitments (but not the Swing Line Sublimit or any Borrower Sublimit) by a maximum aggregate amount of up to Two-Hundred Fifty Million Dollars ($250,000,000) with additional Revolving Commitments from any existing Lender with a Revolving Commitment or new Revolving Commitments from any other Person selected by Eversource and acceptable to the Administrative Agent and the Swing Line Lender (or a combination of the foregoing); provided, that:

(1)any such increase shall be in a minimum principal amount of Ten Million Dollars ($10,000,000) or, if greater in an integral multiple of Five Million Dollars ($5,000,000) in excess thereof;

(2)no Default or Event of Default with respect to any Borrower shall exist and be continuing at the time of any such increase, or would result from any Borrowing on the day of any such increase;

(3)no existing Lender shall be under any obligation to increase its Revolving Commitment, and any such decision as to whether to increase its Revolving Commitment shall be in such Lender’s sole and absolute discretion;

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(4)any new Lender shall join this Agreement by executing such joinder documents required by the Administrative Agent and/or any existing Lender electing to increase its Revolving Commitment shall have executed a commitment agreement satisfactory to the Administrative Agent;

(5)any existing Lender or any new Lender providing a portion of the increase in Revolving Commitments shall be reasonably acceptable to each of the Administrative Agent and the Swing Line Lender; and

(6)as a condition precedent to such increase, Eversource shall deliver to the Administrative Agent: (i) a certificate of each Borrower, dated as of the date of such increase (in sufficient copies for each Lender), executed by a Responsible Officer of the applicable Borrower, (A) certifying and attaching the resolutions adopted by such Borrower approving, or consenting to, such increase, and (B) in the case of Eversource, certifying that, before and after giving effect to such increase, the representations and warranties contained in Article VI and the other Loan Documents are true and correct, in all material respects, on, and as of, the date of such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case, they are true and correct, in all material respects, as of such earlier date (and except that, for purposes of this Section 2.15, the representations and warranties contained in Section 6.05(a) and Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively); (ii) legal opinions and other documents reasonably requested by the Administrative Agent; and (iii) (A) upon the reasonable request of any Lender, Eversource shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, and (B) to the extent that any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Borrower shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower.

Each Borrower shall prepay any Loans owing by it and outstanding on the date of any such increase (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Revolving Commitments arising from any non-ratable increase in the Revolving Commitments under this Section 2.15.

SECTION 2.16    Extension of Revolving Loan Maturity Date.

(1)Request for Extension. The Borrowers may, by written notice to the Administrative Agent (who shall promptly notify the Lenders) given not less than forty-five (45) calendar days prior to any anniversary of the Effective Date, request that each Lender extend the Revolving Loan Maturity Date for an additional one (1) year from the then existing Revolving Loan Maturity Date; provided, that, (i) the Borrowers shall only be permitted to exercise the extension option set forth in this clause (a) up to two (2) times during the term of this Agreement, and (ii) in no case shall the Revolving Loan Maturity Date, as extended pursuant to this Section 2.16, exceed the date that is five (5) years from any then current date.

(2)Lenders Election to Extend. Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given by not later than fifteen (15) calendar days following the date of receipt of notice of such request described in the foregoing clause (a) from the Administrative Agent (the “Notice Date”), advise the Administrative Agent in writing whether or not such Lender agrees to such extension (and each Lender that determines not to so extend its Revolving Loan Maturity Date (each, a “Non-Extending Lender”, and collectively (if there is more than one (1) such Lender), the “Non-Extending Lenders”) shall notify the Administrative Agent of such fact promptly after such determination (but, in any event, by no later than the Notice Date) and any Lender that does not so advise the Administrative Agent on or before the Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree.

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(3)Notification by Administrative Agent. The Administrative Agent shall notify the Borrowers of each Lender’s determination under this Section 2.16 promptly and, in any event, by no later than the date that is fifteen (15) calendar days after the Notice Date (or, if such date is not a Business Day, on the next preceding Business Day).

(4)Additional Commitment Lenders. The Borrowers shall have the right, on or before the applicable anniversary of the Effective Date, to replace each Non-Extending Lender with, and add as “Lenders” under this Agreement in place thereof, one (1) or more Eligible Assignees (each, an “Additional Commitment Lender”) as provided in Section 11.13, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption, pursuant to which such Additional Commitment Lender shall undertake a Revolving Commitment (and, if any such Additional Commitment Lender is already a Lender, its Revolving Commitment shall be in addition to such Lender’s Revolving Commitment hereunder on such date) and shall be a “Lender” for all purposes of this Agreement and the other Loan Documents.

(5)Minimum Extension Requirement. If all of the Lenders agree to any such request for extension of the Revolving Loan Maturity Date described in the foregoing of this Section 2.16, then the Revolving Loan Maturity Date for all Lenders shall be extended for the additional one (1) year, as applicable. If there exists any Non-Extending Lenders that are not being replaced by Additional Commitment Lenders, then the Borrowers shall (i) withdraw their extension request and the Revolving Loan Maturity Date will remain unchanged, or (ii) solely if the Required Lenders (but, for the avoidance of doubt, not including any Additional Commitment Lenders) have agreed to such extension request (such Lenders agreeing to such extension request, the “Approving Lenders”) by no later than the date that is fifteen (15) calendar days prior to such anniversary of the Effective Date, the Borrowers may extend the Revolving Loan Maturity Date solely as to the Approving Lenders and the Additional Commitment Lenders, with a reduced amount of Aggregate Revolving Commitments during such extension period being equal to the aggregate Revolving Commitments of the Approving Lenders and the Additional Commitment Lenders, taken together; it being understood that (A) the Revolving Loan Maturity Date relating to any Non-Extending Lenders that are not replaced by Additional Commitment Lenders shall not be extended, and the repayment of all of the Obligations owed to them, and the termination of their respective Revolving Commitments, shall occur on the already existing Revolving Loan Maturity Date, and (B) the Revolving Loan Maturity Date relating to the Approving Lenders and the Additional Commitment Lenders, if any, shall be extended for an additional year, as applicable.

(6)Conditions to Effectiveness of Extensions. Notwithstanding anything to the contrary in the foregoing, any extension of the Revolving Loan Maturity Date pursuant to this Section 2.16 shall not be effective with respect to any Lender unless, on and as of the effective date of such extension:

(a)the conditions for a Borrowing provided in Section 5.02(a) and Section 5.02(b) shall be satisfied;

(b)the Administrative Agent shall have received a certificate, duly executed by a Responsible Officer of each Borrower, certifying that, as of such effective date of such extension: (A) there are no actions, suits, proceedings or disputes pending, or, to the knowledge of any Responsible Officer of any Borrower after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Borrower or any Principal Subsidiary, or against any of their respective properties or revenues, in any such case of the foregoing of this clause (f)(ii)(A), that (I) purports to affect or pertain to this Agreement and/or any of the other Loan Documents, and/or any of the transactions contemplated hereby or thereby, or (II) could reasonably be expected to result in a Material Adverse Effect with respect to any Borrower, except as specifically disclosed in the Disclosure Documents; and (B) since December 31, 2020, there has been no event or circumstance, either individually or in the aggregate, that has resulted in a Material Adverse Effect with respect to any Borrower, except as specifically disclosed in the Disclosure Documents; and

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(c)the Borrowers shall prepay any Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep any such outstanding Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date (after giving effect to such extension).

SECTION 2.17    ESG Adjustments.

(1)After the Effective Date, the Borrowers, in consultation with the Sustainability Coordinators, shall be entitled, in their sole discretion, to establish specified key performance indicators (“KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of the Borrowers and their Subsidiaries. The Sustainability Coordinators and the Borrowers may amend this Agreement (any such amendment, an “ESG Amendment”) solely for the purpose of incorporating the KPIs and other related provisions (the “ESG Pricing Provisions”) into this Agreement, and any such ESG Amendment shall become effective upon the posting of such proposed ESG Amendment to all Lenders and the Borrowers and the receipt by the Administrative Agent of executed signature pages and consents to such ESG Amendment from each Borrower, each Sustainability Coordinator and Lenders comprising the Required Lenders. Upon the effectiveness of any such ESG Amendment, based on the Borrowers’ performance against the KPIs, certain adjustments (increase, decrease or no adjustment) (such adjustments, the “ESG Applicable Rate Adjustments”) to the otherwise applicable Applicable Margin for SOFR Loans, Base Rate Loans and the Facility Fee will be made; provided, that, (i) the amount of such adjustments, taken together, to the otherwise applicable Applicable Margin for (A) the Facility Fee, shall not exceed an increase and/or decrease of one basis point (0.01%) in the aggregate, and (B) SOFR Loans and Base Rate Loans, shall not exceed an increase and/or decrease of four basis points (0.04%) in the aggregate, and (ii) in no event shall the Applicable Margin for SOFR Loans, Base Rate Loans or the Facility Fee be less than zero percent (0.00%). The KPIs, the Borrowers’ performance against the KPIs, and any related ESG Applicable Rate Pricing Adjustments resulting therefrom, will be determined based on certain certificates, reports and other documents, in each case, setting forth the calculation and measurement of the KPIs in a manner that is aligned with the Sustainability Linked Loan Principles and to be mutually agreed between the Borrowers and the Sustainability Coordinators (each acting reasonably). Following the effectiveness of an ESG Amendment, any modification to the ESG Pricing Provisions shall be subject only to the consent of the Required Lenders, so long as such modification does not have the effect of reducing the Applicable Margin for SOFR Loans, Base Rate Loans or the Facility Fee to a level that is not otherwise permitted by this clause (a).

(2)The Sustainability Coordinators will assist the Borrowers in: (i) determining the ESG Pricing Provisions in connection with any proposed ESG Amendment; and (ii) preparing informational materials focused on ESG to be used in connection with any proposed ESG Amendment.

(3)This Section 2.17 shall supersede any provisions in Section 11.01 to the contrary.

ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

SECTION 3.01    Taxes.

(1)Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

(a)Any and all payments by, or on account of, any obligation of any Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the

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Administrative Agent or a Borrower, then the Administrative Agent or such Borrower shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to clause (e) below.

(b)If any Borrower or the Administrative Agent shall be required by the Internal Revenue Code to withhold or deduct any Taxes, including both U.S. Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to clause (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Internal Revenue Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Borrower shall be increased as necessary so that, after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01), the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(c)If any Borrower or the Administrative Agent shall be required, by any applicable Laws other than the Internal Revenue Code, to withhold or deduct any Taxes from any payment, then (A) such Borrower or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to clause (e) below, (B) such Borrower or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Borrower shall be increased as necessary so that, after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01), the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(2)Payment of Other Taxes by the Borrowers. Without limiting the provisions of the foregoing clause (a), the Borrowers shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or, at the option of the Administrative Agent, timely reimburse it for the payment of, any Other Taxes.

(3)Tax Indemnifications.

(a)Without limiting the provisions of the foregoing clauses (a) or (b), but without duplication, each Borrower shall, and does hereby, severally indemnify each Recipient, and shall make payment in respect thereof within ten (10) calendar days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on, or attributable to, amounts payable under this Section 3.01) payable or paid by such Recipient, or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent, on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. Each Borrower shall, and does hereby, severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) calendar days after demand therefor, for any amount that a Lender, for any reason, fails to pay indefeasibly to the Administrative Agent as required pursuant to clause (c)(ii) below.

(b)Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within ten (10) calendar days after demand therefor, (A) the Administrative Agent against any Indemnified Taxes attributable to such Lender (but solely to the extent that any Borrower

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has not already indemnified the Administrative Agent for such Indemnified Taxes, and without limiting the obligation of the Borrowers to do so), (B) the Administrative Agent and the Borrowers, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register, and (C) the Administrative Agent and the Borrowers, as applicable, against any Excluded Taxes attributable to such Lender, in each case of the foregoing clauses (c)(ii)(A) through (c)(ii)(C), that are payable or paid by the Administrative Agent or a Borrower in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (c)(ii).

(4)Evidence of Payments. Upon request by any Borrower or the Administrative Agent, as the case may be, after any payment of Taxes by any Borrower or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, such Borrower shall deliver to the Administrative Agent, or the Administrative Agent shall deliver to the applicable Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment, or other evidence of such payment reasonably satisfactory to the applicable Borrower or the Administrative Agent, as the case may be.

(5)Status of Lenders; Tax Documentation.

(c)Any Lender that is entitled to an exemption from, or reduction of, withholding Tax with respect to payments made under any Loan Document shall deliver to each Borrower and the Administrative Agent, at the time or times reasonably requested by such Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by such Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by any Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by such Borrower or the Administrative Agent as will enable such Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the two (2) immediately preceding sentences, the completion, execution and submission of such documentation (other than such documentation set forth in clauses (e)(ii)(A), (e)(ii)(B) and (e)(ii)(D) below) shall not be required if, in the Lender’s reasonable judgment, such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense, or would materially prejudice the legal or commercial position of such Lender; provided, that, this sentence shall not apply to documentation described in clause(e)(ii)(C) below if such documentation is in substance essentially equivalent to, and not materially more onerous to provide than, the documentation set forth in clauses (e)(ii)(A), (e)(ii)(B) or (e)(ii)(D) below.

(d)Without limiting the generality of the foregoing, in the event that any Borrower is a

U.S. Person:

(a)any Lender that is a U.S. Person shall deliver to such Borrower and the Administrative Agent, on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), executed copies of Internal Revenue Service Form W–9, certifying that such Lender is exempt from U.S. federal backup withholding Tax;

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(b)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient), on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), whichever of the following is applicable (together with any required schedules and attachments):

i.in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party: (1) with respect to payments of interest under any Loan Document, executed copies of Internal Revenue Service Form W– 8BEN or W–8BEN–E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty; and (2) with respect to any other applicable payments under any Loan Document, Internal Revenue Service Form W–8BEN or W–8BEN–E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

ii.executed copies of Internal Revenue Service Form W–8ECI;

iii.in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code: (1) a certificate, substantially in the form of Exhibit 3.01–A, to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of such Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”); and (2) executed copies of Internal Revenue Service Form W–8BEN or W–8BEN–E; or

iv.to the extent a Foreign Lender is not the beneficial owner, executed copies of Internal Revenue Service Form W–8IMY, accompanied by Internal Revenue Service Form W–8ECI, Internal Revenue Service Form W–8BEN or W–8BEN–E, a

U.S. Tax Compliance Certificate, substantially in the form of Exhibit 3.01–B or Exhibit3.01–C, Internal Revenue Service Form W–9, and/or other certification documents from each beneficial owner, as applicable; provided, that, if the Foreign Lender is a partnership and one (1) or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate, substantially in the form of Exhibit 3.01–D, on behalf of each such direct and indirect partner;

(a)any Foreign Lender shall, to the extent that it is legally entitled to do so, deliver to such Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient), on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable Law as a basis for claiming exemption from, or a reduction in, U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit such Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(b)if a payment made to a Lender under any Loan Document would be subject to

U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b)

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or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to such Borrower and the Administrative Agent, at the time or times prescribed by Law and at such time or times reasonably requested by such Borrower or the Administrative Agent, such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by such Borrower or the Administrative Agent as may be necessary for such Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA, or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (e)(ii)(D), “FATCA” shall include any amendments made to FATCA after the Effective Date.

(a)Each Lender agrees that, if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify each applicable Borrower and the Administrative Agent in writing of its legal inability to do so.

(6)Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for, or otherwise pursue, on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by any Borrower, or with respect to which any Borrower has paid additional amounts pursuant to this Section 3.01, it shall pay to such Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by a Borrower under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that, such Borrower, upon the request of the Recipient, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event that the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this clause (f), in no event will the applicable Recipient be required to pay any amount to any Borrower pursuant to this clause (f) the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This clause (f) shall not be construed to require any Recipient to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Borrower or any other Person.

(7)Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Aggregate Revolving Commitments, and the repayment, satisfaction or discharge of all other Obligations.

SECTION 3.02    Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to SOFR and/or the Term SOFR Screen Rate, or to determine or charge interest rates based upon SOFR and/or the Term SOFR Screen Rate, then, on notice thereof by such Lender to each applicable Borrower (through the Administrative Agent), (a) any obligation of such Lender to make or maintain SOFR Loans, or to convert Base Rate Loans to SOFR Loans, shall be, in each case, suspended, and (b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to clause (c) of the definition of “Base Rate” in Section 1.01, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” in Section 1.01, in each case of the foregoing, until such Lender notifies the Administrative

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Agent and each applicable Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice: (i) each such Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all SOFR Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Base Rate” in Section 1.01), either on the last day of the then applicable Interest Period therefor, if such Lender may lawfully continue to maintain such SOFR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such SOFR Loans; and (ii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon SOFR and/or the Term SOFR Screen Rate, the Administrative Agent shall, during the period of such suspension, compute the Base Rate applicable to such Lender without reference to clause (c) of the definition of “Base Rate” in Section 1.01 until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon SOFR and/or the Term SOFR Screen Rate (as applicable). Upon any such prepayment or conversion, each applicable Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amount required pursuant to Section 3.05.

SECTION 3.03    Inability to Determine Rates; Successor Rates.

(1)If, in connection with any request for a SOFR Loan, or in connection with a request for a conversion of Base Rate Loans to SOFR Loans or a continuation of SOFR Loans, as applicable, (i) the Administrative Agent shall have determined (which determination shall be conclusive and binding absent manifest error) that (A) no Successor Rate for SOFR or the Term SOFR Screen Rate (as applicable) has been determined in accordance with clause (b) below and either the event(s) and/or circumstance(s) described in clause (b)(i) below or the Scheduled Unavailability Date have occurred with respect to SOFR and/or the Term SOFR Screen Rate (as applicable), or (B) adequate and reasonable means do not otherwise exist for determining SOFR and/or the Term SOFR Screen Rate (as applicable) for any determination date(s) or requested Interest Period(s) or tenors, as applicable, with respect to a proposed SOFR Loan, or otherwise in connection with an existing or proposed Base Rate Loan, or (ii) the Administrative Agent or the Required Lenders shall have determined that, for any reason, SOFR, the Term SOFR Screen Rate, and/or Term SOFR with respect to a proposed Borrowing of any SOFR Loan hereunder for any requested Interest Period or determination date(s) does not adequately and fairly reflect the cost to the Lenders of funding such proposed Loan, then, in any such case of the foregoing clauses (a)(i) and (a)(ii), the Administrative Agent shall promptly so notify each Borrower and each Lender. Thereafter: (I) the obligation of the Lenders to make or maintain SOFR Loans, or to convert Base Rate Loans to SOFR Loans or to continue SOFR Loans, shall be suspended (to the extent of the affected Loans, Interest Period(s), tenors or determination date(s), as applicable); and (II) in the event of a determination described in the first (1st) sentence of this clause (a) with respect to the component of the Base Rate described in clause (c) of the definition of “Base Rate” in Section 1.01, the utilization of such component in determining the Base Rate shall be suspended, in each case of the foregoing clauses (a)(I) and (a)(II), until the Administrative Agent (or, in the case of a determination by the Required Lenders described in the foregoing clause (a)(ii), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice.

Upon receipt of such notice: (1) any Borrower may revoke any pending request for a Borrowing of, or conversion to or continuation of Loans as, SOFR Loans, in each case of this clause (a)(1), to the extent of the affected Loan(s), Interest Period(s) or determination date(s), as applicable, or, failing that, the Borrowers shall be deemed to have converted such request into a request for a Borrowing of, or conversion to (as applicable), Base Rate Loans; and (2) any outstanding affected SOFR Loans, at the applicable Borrower’s election, shall either (x) be converted to Base Rate Loans at the end of the then applicable Interest Period, or (y) be prepaid in full at the end of the applicable Interest Period (provided, that, if no election is made by the applicable Borrower by the last day of the then current Interest Period for such SOFR Loan, then such Borrower shall be deemed to have made the election described in the foregoing clause (a)(2)(x)).

(2)Replacement of SOFR; Successor Rates. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, if the Administrative Agent determines (which determination shall

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be conclusive and binding absent manifest error), or the Borrowers or the Required Lenders notify the Administrative Agent (with, in the case of such notification provided by the Required Lenders, a copy to the Borrowers) that the Borrowers or the Required Lenders (as the case may be) have determined, that:

(d)adequate and reasonable means do not exist for ascertaining SOFR and/or the Term SOFR Screen Rate for any applicable tenor (as applicable), including, without limitation, because SOFR and/or the Term SOFR Screen Rate for such applicable tenor (as applicable) is not available or published on a current basis and such circumstances are unlikely to be temporary; or

(e)the Applicable Authority has made a public statement identifying a specific date after which SOFR and/or the Term SOFR Screen Rate for any applicable tenor (as applicable) shall or will no longer be made available, or permitted to be used for determining the interest rate of syndicated loans denominated in Dollars, or shall or will otherwise cease, provided, that, in each case of this clause (b)(ii), at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent that will continue to provide SOFR and/or the Term SOFR Screen Rate for such applicable tenor (as applicable) after such specific date (the date on which SOFR or the Term SOFR Screen Rate for such applicable tenor (as applicable) is no longer available permanently or indefinitely, the “Scheduled Unavailability Date”);

then, on a date and time determined by the Administrative Agent (any such date, the “Term SOFR ReplacementDate”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to the foregoing clause (b)(ii), no later than the Scheduled Unavailability Date, Term SOFR will be replaced under this Agreement and the other Loan Documents with Daily Simple SOFR plus the SOFR Adjustment for any payment period for interest calculated that can be determined by the Administrative Agent, in each case of the foregoing, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (and such replacement rate shall constitute a “Successor Rate”); provided, that, at any time that such Successor Rate is in effect, all interest payments under this Agreement will be payable on a quarterly basis.

Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if (A) the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, or (B) the event(s) and/or circumstance(s) of the type(s) described in the foregoing clauses(b)(i) and/or (b)(ii) have occurred with respect to the Successor Rate then in effect, then, in any such case of the foregoing, the Administrative Agent and the Borrowers may amend this Agreement solely for the purpose of replacing SOFR and/or Term SOFR, or any then-current Successor Rate, in accordance with this Section 3.03 at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate, giving due consideration to any evolving, or then-existing, convention for similar credit facilities syndicated and agented in the United States and denominated in Dollars for such alternative benchmarks, and, in each case of the foregoing, including any mathematical or other adjustments to such benchmark (giving due consideration to any evolving, or then-existing, convention for similar credit facilities syndicated and agented in the United States and denominated in Dollars for such benchmarks), which adjustment, or method(s) for calculating such adjustment, shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated (and any such proposed rate, including, for the avoidance of doubt, any adjustment(s) thereto, shall constitute a “Successor Rate”). Any such amendment shall become effective at 5:00

p.m. on the date that is five (5) Business Days after the date on which the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrowers, unless, prior to such time, Lenders comprising the Required Lenders shall have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment.

(3)Notification. The Administrative Agent will promptly (in one (1) or more notices) notify each Borrower and each Lender of the implementation of any Successor Rate.

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(4)Manner of Application. Any Successor Rate shall be applied in a manner consistent with market practice; provided, that, to the extent that such market practice is not administratively feasible for the Administrative Agent or a market practice does not exist, then such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.

(5)Floor. Notwithstanding anything to the contrary elsewhere in this Agreement or in any other Loan Document, if, at any time, any Successor Rate, as determined in accordance with this Section 3.3, would (but for the adjustment described in this clause (e)) be less than zero percent (0.0%) per annum, then such Successor Rate shall be deemed to equal zero percent (0.0%) per annum for all purposes of this Agreement and the other Loan Documents.

(6)Conforming Changes. In connection with the implementation of a Successor Rate, the Administrative Agent shall have the right to make Conforming Changes from time to time, and, notwithstanding anything to the contrary in this Agreement or any other Loan Document, any amendments implementing any such Conforming Changes shall become effective without any further action(s) by, and/or consent(s) of, any other party to this Agreement or any other Credit Document or any other Person; provided, that, with respect to any such amendment effected pursuant to this clause (f), the Administrative Agent shall post a copy of such amendment to the Borrowers and the Lenders reasonably promptly after such amendment becomes effective.

(7)Required Lenders Exclusion. For purposes of this Section 3.03, those Lenders that either have not made, or do not have an obligation under this Agreement to make, the relevant Loans in Dollars shall be excluded from any determination of Required Lenders.

SECTION 3.04    Increased Costs.

(1)Generally. If any Change in Law shall:

(a)impose, modify, or deem applicable any reserve, special deposit, compulsory loan, insurance charge, or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;

(b)subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (in each case, except for Indemnified Taxes and Excluded Taxes); or

(c)impose on any Lender or any applicable interbank market any other condition, cost or expense affecting this Agreement or Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, continuing, converting or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then, upon request of such Lender, each Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(2)Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has, or would have, the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolving Commitments of such Lender or the Loans made by, or participations in Swing Line Loans held by, such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then, from time to time, each applicable Borrower will

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pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company, as the case may be, for any such reduction suffered.

(3)Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in the foregoing clauses (a) or (b), and delivered to each applicable Borrower shall be conclusive absent manifest error. Such Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) calendar days after receipt thereof.

(4)Delay in Requests. Any failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation, provided, that, no Borrower shall be required to compensate a Lender pursuant to the foregoing provisions of this Section 3.04 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies such Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation therefor (provided, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine (9) month period referred to above shall be extended to include the period of retroactive effect thereof).

(5)Payment Obligations. Payment obligations of the Borrowers under this Section 3.04 shall be subject to Section 11.19.

SECTION 3.05    Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrowers shall promptly compensate such Lender for, and hold such Lender harmless from, any loss, cost or expense incurred by it as a result of:

(1)any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(2)any failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan, other than a Base Rate Loan, on the date or in the amount notified by such Borrower; or

(3)any assignment of a SOFR Loan on a day other than the last day of the Interest Period therefor as a result of a request by any Borrower pursuant to Section 11.13;

including any loss (other than any loss of anticipated profits) or expense arising from the liquidation or redeployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. Each Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. Payment obligations of the Borrowers under this Section 3.05 shall be subject to Section 11.19.

SECTION 3.06    Mitigation Obligations; Replacement of Lenders.

(1)If any Lender requests compensation under Section 3.04, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment: (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or Section 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable; and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would

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not otherwise be disadvantageous to such Lender. Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(2)If any Lender requests compensation under Section 3.04, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrowers may replace such Lender in accordance with Section 11.13.

SECTION 3.07    Survival. All of each Borrower’s obligations under this Article III shall survive termination of the Aggregate Revolving Commitments, repayment of all other Obligations, and resignation of the Administrative Agent.

ARTICLE IV [RESERVED]

ARTICLE V

CONDITIONS PRECEDENT TO BORROWINGS

SECTION 5.01    Conditions of Initial Borrowings. This Agreement shall become effective upon, and the obligation of each Lender to make Loans to any Borrower hereunder on the Effective Date is subject to, satisfaction of each of the following conditions precedent:

h.Loan Documents. Receipt by the Administrative Agent of executed counterparts of this Agreement and a Note for each Lender that has requested a Note, each properly executed by a Responsible Officer of each Borrower and, in the case of this Agreement, by each Lender.

i.Opinions of Counsel. Receipt by the Administrative Agent of favorable opinions of legal counsel to the Borrowers, addressed to the Administrative Agent and each Lender, dated as of the Effective Date, and in form and substance reasonably satisfactory to the Administrative Agent.

j.Financial Statements. The Administrative Agent shall have received: (i) the Audited Financial Statements; and (ii) the Interim Financial Statements.

k.No Material Adverse Change. Since December 31, 2020, there has been no event or circumstance that, either individually or in the aggregate, has had a Material Adverse Effect with respect to any Borrower, other than as specifically disclosed in the Disclosure Documents.

l.Litigation. There shall not exist any action, suit, investigation or proceeding pending, or, to the knowledge of any Responsible Officer of any Borrower, threatened, in any court or before an arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect with respect to any Borrower, other than as specifically disclosed in the Disclosure Documents.

m.Organization Documents, Resolutions, Etc. Receipt by the Administrative Agent of the following, each of which shall be originals or facsimiles (followed promptly by originals), in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:

iii.copies of the Organization Documents of each Borrower certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary (or other officer of substantially equivalent title and authority) of such Borrower to be true and correct as of the Effective Date;

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iv.such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Borrower is a party; and

v.such documents and certifications as the Administrative Agent may require to evidence that each Borrower is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation.

n.Effective Date Certificate. Receipt by the Administrative Agent of a certificate, dated as of the Effective Date and signed by a Responsible Officer of each Borrower, certifying that: (i) each of the conditions specified in the foregoing clauses (d), and (e), Section 5.02(a) and Section 5.02(b) have been satisfied as of the Effective Date; and (ii) the Borrowers and their Subsidiaries (after giving effect to the transactions contemplated hereby and the incurrence of any Indebtedness related thereto on the Effective Date) are Solvent on a consolidated basis.

o.OFAC, Patriot Act, Beneficial Ownership Regulation, Etc. Receipt by the Administrative Agent of all documentation and other information that any Lender has reasonably requested prior to the Effective Date in order to comply with its ongoing obligations under applicable “know your customer”, OFAC and anti-corruption laws, including, without limitation, the Patriot Act, and, to the extent that any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Borrower.

p.Repayment of Existing Credit Agreements. Receipt by the Administrative Agent of evidence that: (i) all obligations owed to lenders under either of the Existing Credit Agreements who are not Lenders hereunder on the Effective Date, if any, shall have been paid in full; and (ii) the obligations owed to lenders under either of the Existing Credit Agreements who are Lenders hereunder shall be paid to the extent necessary so that the Obligations owed to such Lenders hereunder on the Effective Date (after giving effect to this Agreement) shall not exceed the respective Revolving Commitments of such Lenders hereunder on the Effective Date (after giving effect to this Agreement).

q.Fees and Expenses. Receipt by the Administrative Agent, the Joint Lead Arrangers and the Lenders of all accrued fees and expenses required to be paid by the Borrowers on or prior to the Effective Date, including, without limitation, all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced on, or prior to, the Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute such counsel’s reasonable estimate of such fees, charges and disbursements incurred, or to be incurred, by it through the closing proceedings (provided, that, such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent).

r.Other. Receipt by the Administrative Agent and the Lenders of such other documents, instruments, agreements and information as reasonably requested by the Administrative Agent or any Lender, including, without limitation, information regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership, environmental matters, contingent liabilities and management of each Borrower and its Subsidiaries.

Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted, and to be satisfied with, each document made available to it for review prior to the Effective Date and each matter required thereunder to be consented

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to or approved by, or acceptable or satisfactory to, such Lender, unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

SECTION 5.02    Conditions to all Borrowings. The obligation of each Lender to honor any Request for Borrowing from any Borrower, whether on the Effective Date or after the Effective Date, is subject to the following conditions precedent:

(1)The representations and warranties of such Borrower contained in Article VI (other than in Section 6.05(c) and Section 6.06) or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct, in all material respects, on, and as of, the date of such Borrowing (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case, they shall be true and correct, in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case, such representation and warranty shall be true and correct in all respects), as of such earlier date (and except that, for purposes of this Section 5.02, the representations and warranties contained in Section 6.05(a) and Section 6.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Section 7.01(a) and Section 7.01(b), respectively).

(2)No Default or Event of Default with respect to such Borrower shall exist, or would result from such proposed Borrowing or from the application of the proceeds thereof.

(3)The Administrative Agent and, if applicable, the Swing Line Lender shall have received a Request for Borrowing from such Borrower in accordance with the requirements hereof.

Each Request for Borrowing submitted by any Borrower shall be deemed to be a representation and warranty that the conditions specified in each of Section 5.02(a) and Section 5.02(b) have been satisfied on, and as of, the date of the applicable Borrowing.

ARTICLE VI REPRESENTATIONS AND WARRANTIES

Each Borrower hereby represents and warrants to the Administrative Agent and the Lenders that:

SECTION 6.01    Existence, Qualification and Power. Each Borrower and each Principal Subsidiary (a) is duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business, and

(2)execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified, and is licensed and in good standing, under the Laws of each jurisdiction where its ownership, lease or operation of properties, or the conduct of its business, requires such qualification or license, and (d) is in compliance with all Laws, except, in each case of the foregoing clauses (b)(i), (c) or (d), to the extent that failure to do so would not have a Material Adverse Effect with respect to any Borrower.

SECTION 6.02    Authorization; No Contravention. The execution, delivery and performance by each Borrower of each Loan Document to which such Person is party have been duly authorized by all necessary corporate or other organizational action, and do not and will not: (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with, or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under, (i) any Contractual Obligation to which such Person is a party, or affecting such Person, or the respective properties of such Person or any Principal

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Subsidiary thereof, or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law. Each Borrower and each Principal Subsidiary is in compliance with all Contractual Obligations referred to in the foregoing clause (b)(i), except to the extent that failure to do so would not have a Material Adverse Effect with respect to any Borrower.

SECTION 6.03    Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to or filing with, any Governmental Authority (including, without limitation, FERC and DPU) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Borrower of this Agreement or any other Loan Document, other than those approvals, consents or filings already obtained or made and in full force and effect.

SECTION 6.04    Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Borrower. This Agreement constitutes, and each other Loan Document, when so delivered, will constitute, a legal, valid and binding obligation of each Borrower, enforceable against each Borrower that is party thereto in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights and general principles of equity.

SECTION 6.05    Financial Statements; No Material Adverse Effect.

s.The Audited Financial Statements: (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, the financial condition of the Borrowers and their Subsidiaries as of the date thereof, and their results of operations for the period covered thereby, in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show, to the extent required by GAAP, all material indebtedness and other liabilities, direct or contingent, of the Borrowers and their Subsidiaries as of the date thereof, including, without limitation, liabilities for taxes, material commitments and Indebtedness.

t.The Interim Financial Statements: (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present, in all material respects, the financial condition of the Borrowers and their Subsidiaries as of the date thereof, and their results of operations for the period covered thereby, subject, in each case of the foregoing clauses (b)(i) and (b)(ii), to the absence of footnotes and to normal year-end audit adjustments.

u.Since December 31, 2020, there has been no event or circumstance, either individually or in the aggregate, that has had a Material Adverse Effect with respect to any Borrower, except as specifically disclosed in the Disclosure Documents.

SECTION 6.06    Litigation. There are no actions, suits, proceedings, or disputes pending, or, to the knowledge of any Responsible Officer of any Borrower after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Borrower or any Principal Subsidiary, or against any of their respective properties or revenues, that: (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby; or (b) could reasonably be expected to have a Material Adverse Effect with respect to any Borrower, except as specifically disclosed in the Disclosure Documents.

SECTION 6.07    No Default or Event of Default. No Borrower nor any Principal Subsidiary is in default under, or with respect to, any indebtedness for borrowed money in excess of the Threshold Amount. No Default or Event of Default with respect to any Borrower has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

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SECTION 6.08    Ownership of Property; Liens. Each Borrower and each Principal Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as would not, individually or in the aggregate, have a Material Adverse Effect with respect to any Borrower. As of the Effective Date, each Borrower and each Principal Subsidiary enjoys peaceful and undisturbed possession under all leases of real property on which facilities operated by it are situated, and all such leases are valid and subsisting and in full force and effect. The respective properties of each Borrower and each Principal Subsidiary are subject to no Liens, other than Liens permitted by Section 8.01.

SECTION 6.09    Environmental Compliance. Each Borrower and each Principal Subsidiary conducts, in the ordinary course of its business, a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on its respective businesses, operations and properties, and, as a result thereof, each Borrower has reasonably concluded that such Environmental Laws and claims would not, individually or in the aggregate, have a Material Adverse Effect with respect to any Borrower.

SECTION 6.10    Insurance. The respective properties of each Borrower and each Principal Subsidiary are insured with financially sound and reputable insurance companies that are not Affiliates of any Borrower, in such amounts, with such deductibles, and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Borrower or the applicable Principal Subsidiary operates. All of such policies: (a) are in full force and effect; (b) are sufficient for compliance by each Borrower and each Principal Subsidiary with all written agreements or instruments to which such Borrower or such Principal Subsidiary is a party, and all requirements of applicable Law; (c) provide that they will remain in full force and effect through the respective dates set forth in such policies; and (d) will not, in any way, be affected by, or terminate or lapse by reason of, the transactions contemplated by this Agreement. No Borrower nor any Principal Subsidiary is in default with respect to its respective obligations under any of such insurance policies, and none of the foregoing has received any notification of cancellation of any such insurance policies.

SECTION 6.11    Taxes. Each Borrower and each Principal Subsidiary has filed all federal, state and other material tax returns and reports required to be filed by, or on behalf of, it, and has paid all federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon it, or any of its respective properties, income or assets, otherwise due and payable, except: (a) those that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP; and (b) those where the failure to file or pay would not have a Material Adverse Effect with respect to any Borrower. There is no unpaid tax claimed by any Governmental Authority to be due against any Borrower or any Principal Subsidiary that would, if made, have a Material Adverse Effect with respect to any Borrower. As of the Effective Date, no Borrower nor any Principal Subsidiary is party to any tax sharing agreements, other than as set forth on Schedule 6.11.

SECTION 6.12    ERISA Compliance.

(1)Except as would not reasonably be likely to result in a Material Adverse Effect with respect to any Borrower, each Plan is in compliance, in all material respects, with the applicable provisions of ERISA, the Internal Revenue Code, and other applicable federal or state Laws. Each Pension Plan that is intended to be a qualified Plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code, or an application for such a letter is currently being processed by the Internal Revenue Service with respect thereto. To the best knowledge of each Responsible Officer of each Borrower, nothing has occurred that has not been, or cannot be, corrected that would prevent, or cause the loss of, such tax-qualified status.

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(2)There are no pending, or, to the best knowledge of each Responsible Officer of each Borrower, threatened, claims, actions or lawsuits, or action by any Governmental Authority with respect to any Plan that would reasonably be expected to result in a Material Adverse Effect with respect to any Borrower. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted, or would reasonably be expected to result, in a Material Adverse Effect with respect to any Borrower.

(3)(i) No ERISA Event has occurred, or is reasonably expected to occur, and no Responsible Officer of any Borrower, nor any Responsible Officer of any ERISA Affiliate, is aware of any fact, event or circumstance that could reasonably be expected to constitute, or result in, an ERISA Event with respect to any Pension Plan; (ii) each Borrower, and, to the best knowledge of each Responsible Officer of each Borrower, each ERISA Affiliate, has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) no Borrower nor any ERISA Affiliate has incurred any liability to the PBGC, other than for the payment of premiums, and there are no premium payments which have become due that are unpaid;

(iv) no Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (v) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan.

(4)No Borrower is, or will be, using “plan assets” (within the meaning of 29 CFR §–2510.3–101, as modified by Section 3(42) of ERISA) of one (1) or more Benefit Plans in connection with the Loans or the Revolving Commitments.

SECTION 6.13    Subsidiaries. As of the Effective Date, none of the Borrowers has any Principal Subsidiaries, other than those specifically disclosed on Schedule 6.13, and all of the outstanding Equity Interests entitled to vote for the election of directors or other governing Persons in such Principal Subsidiaries have been validly issued, are fully paid and non-assessable, and are owned by the applicable Borrower(s) as specified, and in the amounts so specified, on Schedule 6.13, free and clear of all Liens. All of the outstanding Equity Interests entitled to vote in each Borrower have been validly issued and are fully paid and non-assessable, and the Equity Interests in each Borrower (other than Eversource) are owned by Eversource to the extent specified, as of the Effective Date, on Schedule 6.13, free and clear of all Liens.

SECTION 6.14    Use of Proceeds; Margin Regulations; Investment Company Act.

(1)The proceeds of the Loans will be used for working capital, capital expenditures and other general corporate purposes. The proceeds of the Loans will not be used in any way that would violate the provisions of Regulation T, Regulation U or Regulation X. No Borrower is engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation T or Regulation U), or extending credit for the purpose of purchasing or carrying margin stock.

(2)None of the Borrowers and their respective Subsidiaries is a “registered investment company” or an “affiliated company” or a “principal underwriter” of a “registered investment company”, as such terms are defined in the Investment Company Act.

SECTION 6.15    Disclosure. Each Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its respective Principal Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect with respect to any Borrower. No report, financial statement, certificate or other information furnished (whether in writing or orally) by, or on behalf of, any Borrower to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement, or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished), contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under

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which they were made, not misleading. As of the Effective Date, to the extent that any Borrower qualifies as a “legal entity customer” pursuant to the Beneficial Ownership Regulation, the information included in the applicable Beneficial Ownership Certification is true and correct in all respects.

SECTION 6.16    Compliance with Laws. Each Borrower and each Principal Subsidiary is in compliance, in all material respects, with the requirements of all applicable Laws and all orders, writs, injunctions and decrees applicable to it or to any of its respective properties, except in such instances in which:

(1)such requirement of applicable Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith, either individually or in the aggregate, would not have a Material Adverse Effect with respect to any Borrower.

SECTION 6.17    Solvency. Each Borrower, together with its Subsidiaries on a consolidated basis, are on the Effective Date, and, upon the incurrence of any Borrowing on any date on which this representation and warranty is made, will be, Solvent.

SECTION 6.18    Taxpayer Numbers and Other Information. Each Borrower’s (a) true and correct U.S. taxpayer identification number, (b) full legal name, (c) state of incorporation, formation or organization (as the case may be), and (d) address of its principal place of business, are set forth on Schedule 6.18.

SECTION 6.19    Sanctions Concerns; Anti-Corruption Laws.

v.Sanctions Concerns. No Borrower, nor any Subsidiary of any Borrower, nor, to the knowledge of any Responsible Officer of any of the Borrowers and their respective Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is: (i) currently the subject or target of any Sanctions; (ii) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority; or (iii) located, organized or resident in a Designated Jurisdiction so as to result in a violation of Sanctions.

w.Anti-Corruption Laws. Each of the Borrowers and their respective Subsidiaries, and, to the knowledge of any Responsible Officer of any of the Borrowers and their respective Subsidiaries, all directors, officers, employees, agents, affiliates and representatives thereof, have conducted their business in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti- corruption legislation in other jurisdictions, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

SECTION 6.20    Affected Financial Institutions. No Borrower is an Affected Financial Institution.

SECTION 6.21    Beneficial Ownership Regulation. To the extent that any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, as of the Effective Date, the information included in the applicable Beneficial Ownership Certification is true and correct in all respects.

ARTICLE VII AFFIRMATIVE COVENANTS

So long as any Lender shall have any Revolving Commitment hereunder, or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, each Borrower hereby agrees that it shall, and shall (except in the case of the covenants set forth in Section 7.01, Section 7.02, and Section 7.03) cause each of its respective Principal Subsidiaries to:

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SECTION 7.01    Financial Statements. Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders, with respect to each Borrower, as soon as available, but, in any event:

(i)within one-hundred five (105) calendar days after the end of each fiscal year of such Borrower, a consolidated balance sheet of such Borrower and its Subsidiaries as of the end of such fiscal year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth, in each case in comparative form (where applicable), the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally- recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with GAAP and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, and to the effect that such financial statements have been prepared in accordance with GAAP applied on a basis consistent with prior years (except as to changes with which such accountants concur and which shall be disclosed in the notes thereto or in a letter) and fairly present, in all material respects, the financial condition of such Borrower and its Subsidiaries at the dates thereof, and the results of its consolidated operations for the periods covered thereby; and

(ii)within fifty (50) calendar days after the end of each of the first (1st) three (3) fiscal quarters of each fiscal year of such Borrower, a consolidated balance sheet of such Borrower and its Subsidiaries as of the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter, and for the portion of such Borrower’s fiscal year then ended, setting forth, in each case in comparative form (where applicable), the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified by a Responsible Officer of such Borrower as fairly presenting, in all material respects, the financial condition, results of operations, shareholders’ equity and cash flows of such Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.

As to any information contained in materials furnished pursuant to Section 7.02(d), no Borrower shall be separately required to furnish such information under the foregoing clauses (a) or (b), but the foregoing shall not be in derogation of the obligation of each Borrower to furnish the information and materials described in the foregoing clauses (a) and (b) at the times specified therein. For purposes of clarity, in the event that any Borrower merges with or into another entity and is not the surviving Person, dissolves, or otherwise ceases to have a legal existence, then the financial delivery requirements in this Section 7.01 shall no longer apply to such Borrower.

SECTION 7.02    Certificates; Other Information. Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:

(1)concurrently with the delivery of the financial statements referred to in each of Section 7.01(a) and Section 7.01(b), a certificate, substantially in the form of Exhibit 7.02, signed by a Responsible Officer of each Borrower (the “Compliance Certificate”): (i) stating that no Default or Event of Default with respect to any Borrower has occurred and is continuing on the date of such certificate, and, if a Default or an Event of Default with respect to any Borrower has then occurred and is continuing, specifying the details thereof and the action(s) that such Borrower has taken, or proposes to take, with respect thereto; (ii) setting forth, in reasonable detail, computations evidencing compliance with the financial covenant set forth in Section 8.06, determined as of the last day of the fiscal quarter immediately preceding the fiscal quarter in respect of which such certifications are to be delivered pursuant to this clause (a); and (iii) stating whether any change in GAAP, or the application thereof, has occurred since the date of the most recently-delivered financial statements pursuant to Section 7.01(a) (or, if no such financial statements have been delivered pursuant to Section 7.01(a), since the date of the

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most recent of the Audited Financial Statements), and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(2)concurrently with the delivery of the financial statements referred to in each of Section 7.01(a) and Section 7.01(b), a copy of the certification (if any), signed by the principal executive officer and the principal financial officer of each Borrower (each, a “Certifying Officer”), as required by SEC Rule 13A–14 under the Securities Exchange Act, and a copy of the internal controls disclosure statement by such Certifying Officer as required by SEC Rule 13A–15 under the Securities Exchange Act, each as included in such Borrower’s Annual Report on SEC Form 10–K or Quarterly Report on SEC Form 10–Q, as the case may be, for the applicable fiscal period;

(3)contemporaneously with the filing or mailing thereof, copies of all financial statements sent by each Borrower to shareholders and all reports, notices, proxy statements or other communications sent by such Borrower to its shareholders, and all reports under Section 12, Section 13 and Section 14, and under any rules promulgated with respect to such sections (including, without limitation, all reports on SEC Form 8–K, SEC Form 10–K and SEC Form 10–Q, along with all amendments and supplements thereto), of the Securities and Exchange Act, all SEC Schedule 13D and SEC Schedule 13G filings and all amendments thereto, and registration statements filed by such Borrower with any securities exchange, or with the SEC (or any successor agency);

(4)promptly, and, in any event, within five (5) Business Days after receipt thereof by any Borrower or any Subsidiary thereof, copies of each formal notice received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation, or possible investigation or other inquiry, by such agency regarding financial or other operational results of such Borrower or such Subsidiary that could reasonably be expected to result in a Material Adverse Effect with respect to any Borrower;

(5)promptly following any request therefor, provide information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act and, to the extent that any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Regulation; and

(6)promptly, such additional information regarding the business, financial or corporate affairs of any Borrower or any Principal Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.

Documents required to be delivered pursuant to Section 7.01(a), Section 7.01(b) or Section 7.02(d) (to the extent that any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which (i) Eversource or the applicable Borrower posts such documents, or provides a link thereto on Eversource’s or such Borrower’s website on the Internet at the website address listed on Schedule 11.02, or (ii) such documents are posted on Eversource’s or such Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that, each Borrower shall (A) deliver paper copies of such documents to the Administrative Agent or any Lender that requests such Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender, and (B) notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent, by electronic mail, electronic versions (i.e., soft copies) of such documents. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery, or to maintain copies, of the documents referred to above, and, in any event, shall have no responsibility to monitor compliance by any Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

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Each Borrower hereby acknowledges that: (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders materials and/or information provided by, or on behalf of, such Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on SyndTrak or another similar electronic system (the “Platform”); and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to such Borrower or its securities) (each, a “Public Lender”). Each Borrower hereby agrees that: (i) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”, which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first (1st) page thereof; (ii) by marking Borrower Materials “PUBLIC”, such Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to such Borrower or its securities for purposes of U.S. Federal and state securities laws; (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (iv) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”.

SECTION 7.03    Notices. Promptly notify the Administrative Agent and each Lender of:

(1)the occurrence of any Default or any Event of Default with respect to any Borrower;

(2)any matter that has resulted, or could reasonably be expected to result, in a Material Adverse Effect with respect to any Borrower, including, without limitation, as a result of: (i) breach or non-performance of, or any default under, any Contractual Obligation of any Borrower or any Principal Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between any Borrower or any Principal Subsidiary, on the one hand, and any Governmental Authority, on the other hand; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Borrower or any Principal Subsidiary, including, without limitation, pursuant to any applicable Environmental Laws;

(3)the occurrence of any ERISA Event;

(4)any announcement by Moody’s and/or S&P of any change in a credit rating (whether a Borrower Unsecured Debt rating, a Borrower Secured Debt rating, a long-term corporate/issuer rating or otherwise, as applicable) that is used to determine the Reference Ratings for any Borrower; and

(5)to the extent that any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any change in the information provided in the applicable Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in part

(c) or part (d) of such Beneficial Ownership Certification.

Each notice delivered, or required to be delivered, pursuant to this Section 7.03 shall be accompanied by a statement of a Responsible Officer of the applicable Borrower setting forth details of the occurrence referred to therein and stating what action(s) such Borrower has taken, and/or proposes to take, with respect thereto. Each notice delivered, or required to be delivered, pursuant to the foregoing clause (a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

SECTION 7.04    Payment of Taxes. Pay and discharge, as the same shall become due and payable, all its tax liabilities, assessments and governmental charges or levies upon it or any of its properties and/or assets (including, without limitation, all lawful claims which, if unpaid, would by applicable Law become a Lien upon its property and/or assets), unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by such

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Borrower or such Subsidiary, except, in each case of the foregoing, where the failure to pay such amounts would

not have a Material Adverse Effect with respect to any Borrower.

SECTION 7.05    Preservation of Existence, Etc. (a) Preserve, renew and maintain, in full force and effect, its legal existence and good standing under the Laws of the jurisdiction of its organization, except in a transaction permitted by Section 8.02; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so would not have a Material Adverse Effect with respect to any Borrower; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which would not have a Material Adverse Effect with respect to any Borrower.

SECTION 7.06    Maintenance of Properties. (a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted, (b) make all necessary repairs thereto and renewals and replacements thereof, except where the failure to do so would not have a Material Adverse Effect with respect to any Borrower, and

(3)use the standard of care typical in the industry in the operation and maintenance of its facilities; provided, that, in each case of the foregoing clauses (a), (b), and (c), no Borrower nor any Principal Subsidiary will be prevented from discontinuing the operation and maintenance of any such properties if such discontinuance is, in the reasonable judgment of such Borrower or such Principal Subsidiary, as the case may be, desirable in the operation or maintenance of its business and would not result, or be reasonably likely to result, in a Material Adverse Effect with respect to any Borrower.

SECTION 7.07    Maintenance of Insurance. Maintain, with financially sound and reputable insurance companies that are not Affiliates of any Borrower, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types, and in such amounts, as are customarily carried under similar circumstances by such other Persons.

SECTION 7.08    Compliance with Laws. Comply (a) with the Patriot Act, the Beneficial Ownership Regulation (to the extent that any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation), OFAC rules and regulations, and all Sanctions and laws related thereto, (b) in all material respects, with the requirements of all other applicable Laws (including, without limitation, Environmental Laws and anti-money laundering laws) applicable to it or to its business or property, except in such instances in which such requirement of applicable Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted, (c) all material provisions of its charter documents, by-laws, operating agreement, certificate and other constituent documents, as applicable, and (d) all material applicable decrees, orders, and judgments; except, solely in each case of the foregoing clauses (b) and (c), where the failure to so comply would not have a Material Adverse Effect with respect to any Borrower.

SECTION 7.09    Books and Records. Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made, of all financial transactions and matters involving the respective assets and businesses of such Borrower or any Principal Subsidiary thereof, as the case may be, in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over such Borrower or any such Principal Subsidiary, as the case may be.

SECTION 7.10    Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the applicable Borrower.

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SECTION 7.11    Use of Proceeds. Use the proceeds of the Borrowings for working capital, capital expenditures and other general corporate purposes not in contravention of any applicable Law or of any Loan Document. The proceeds of the Loans will not be used in any way that would violate the provisions of Regulation T, Regulation U or Regulation X.

SECTION 7.12    Further Assurances. (a) Promptly execute and deliver, or cause to be promptly executed and delivered, all further instruments and documents, and take, and cause to be taken, all further actions, that may be necessary, or that the Required Lenders, through the Administrative Agent, may reasonably request, to enable the Lenders and the Administrative Agent to carry out, to their reasonable satisfaction, the transactions contemplated by this Agreement, to enforce the terms and provisions of this Agreement, and to exercise their rights and remedies hereunder or under the Notes; and (b) use all commercially reasonable efforts to duly obtain governmental approvals required in connection with this Agreement from time to time on or prior to such date, as the same may become legally required, and thereafter to maintain all such governmental approvals in full force and effect.

SECTION 7.13    Conduct of Business. Except as permitted by Section 8.02, conduct its primary business in substantially the same manner, and in substantially the same fields, as such business is conducted on the Effective Date.

SECTION 7.14    Governmental Approvals. Duly obtain, on or prior to such date as the same may become legally required, and thereafter maintain in effect at all times, all Governmental Approvals on its part to be obtained, except, in the case of those Governmental Approvals referred to in clause (b) of the definition of “Governmental Approval” in Section 1.01, (a) those the absence of which could not reasonably be expected to result in a Material Adverse Effect with respect to any Borrower, and (b) those that such Borrower or any Principal Subsidiary thereof is diligently attempting in good faith to obtain, renew or extend, or the requirement for which such Borrower or any Principal Subsidiary thereof is contesting in good faith by appropriate proceedings or by other appropriate means; provided, that, the exception set forth in the foregoing clause (b), shall be available only if, and for so long as, such attempt or contest, and any delay resulting therefrom, could not reasonably be expected to result in a Material Adverse Effect with respect to any Borrower.

SECTION 7.15    Anti-Corruption Laws. Conduct its business in compliance with the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions, and maintain policies and procedures designed to promote and achieve compliance with such Laws.

ARTICLE VIII NEGATIVE COVENANTS

So long as any Lender shall have any Revolving Commitment hereunder, or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, each Borrower hereby agrees that it shall not, nor shall it permit any of its respective Principal Subsidiaries to (except in the case of the covenant set forth in Section8.06, which shall apply only to the Borrowers), directly or indirectly:

SECTION 8.01    Liens. Create, incur, assume, or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

x.Liens granted, incurred or existing in the ordinary course of business not in connection with the borrowing of money or the obtaining of credit;

y.Liens arising in connection with the sale of accounts receivable;

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z.Liens existing on acquired property at the time of acquisition thereof by such Borrower or a Subsidiary, which liens do not extend to any property other than such acquired properties;

aa.any purchase money Lien or construction mortgage on assets hereafter acquired or constructed by a Borrower or any Subsidiary, and any Lien on any assets existing at the time of acquisition thereof by a Borrower or a Subsidiary, or created within one hundred eighty (180) days from the date of completion of such acquisition or construction; provided, that, such Lien or construction mortgage shall, at all times, be confined solely to the assets so acquired or constructed, and any additions thereto;

ab.Liens existing on the Effective Date and disclosed on Schedule 8.01;

ac.Liens created by the First Mortgage Indentures, so long as, by the terms thereof, no “event of default” (howsoever designated) in respect of any bonds issued thereunder will arise upon the occurrence of a Default or an Event of Default with respect to any Borrower hereunder;

ad.with respect to any Subsidiary that is party to a First Mortgage Indenture, “Permitted Liens” or “Permitted Encumbrances” under the First Mortgage Indenture to which such Subsidiary is a party, in each case of the foregoing, to the extent that such Liens do not secure Indebtedness of such Subsidiary;

ae.Liens resulting from legal proceedings being contested in good faith by appropriate legal or administrative proceedings by any Borrower or any Subsidiary, and as to which such Borrower or such Subsidiary, to the extent required by GAAP, shall have set aside on its books adequate reserves;

af.Liens created in favor of the other contracting party in connection with advance or progress payments;

ag.any Liens in favor of any Governmental Authority, or trustee acting on behalf of holders of obligations issued by any Governmental Authority or any financial institutions lending to, or purchasing obligations of, any Governmental Authority, which Liens are created or assumed for the purpose of financing all or part of the cost of acquiring or constructing the property subject thereto;

ah.Liens resulting from conditional sale agreements, capital leases, or other title retention agreements;

ai.with respect to sewage facility and pollution control bond financings, Liens on funds, accounts, and other similar intangibles of any Borrower or any Subsidiary created or arising under the relevant indenture, pledges of the related loan agreement with the relevant issuing authority, and pledges of any Borrower’s or any Subsidiary’s interest, if any, in any bonds issued pursuant to such financings, to a letter of credit bank, bond issuer or similar credit enhancer;

aj.Liens granted on accounts receivable and Regulatory Assets in connection with financing transactions, whether denominated as sales or borrowings;

ak.Liens on the assets of, the stock issued by or other equity of, any Subsidiary of any Borrower created to hold generating or transmission assets, if such Liens are created to secure Indebtedness that is: (i) non-recourse to such Borrower; and (ii) incurred to acquire, construct or otherwise develop such generating or transmission assets;

al.Liens created to secure Indebtedness of a transmission company Subsidiary of any Borrower with respect to assets transferred to such transmission company by another Subsidiary of such Borrower;

am.any extension, renewal or replacement of any Liens permitted by any of the foregoing clauses (c), (d), (e), (f), (g), (k), (l), (m) and (n); provided, that, (i) the principal amount of Indebtedness secured thereby

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shall not, at the time of such extension, renewal or replacement, exceed the principal amount of Indebtedness so secured, and (ii) such extension, renewal or replacement shall be limited to all, or a part, of the property that secured the Lien so extended, renewed or replaced, or to other property and/or assets of no greater value than the property and/or assets that secured the Lien so extended, renewed or replaced;

an.Liens on the respective assets of any Borrower and/or any Principal Subsidiary thereof granted by such Borrower and/or such Principal Subsidiary to secure long term Indebtedness of such Borrower (exclusive of those Liens granted pursuant to any of the foregoing clauses (c), (d), (e), (f), (g), (k), (l), (m), (n) and (o)); provided, that, at the time of granting such Liens (and after giving effect thereto), the aggregate amount of all such long term Indebtedness of all of the Borrowers and the Principal Subsidiaries, taken together, shall not exceed Seven-Hundred Million Dollars ($700,000,000); and

ao.Stranded Cost Recovery Obligations securitization transactions.

SECTION 8.02    Fundamental Changes. Merge, amalgamate, dissolve, liquidate, wind-up or consolidate (or suffer any liquidation or dissolution) with or into another Person, or dispose of (whether in a single transaction or a series of transactions) all, or substantially all, of its assets (including, without limitation, Equity Interests in Subsidiaries) (whether now owned or hereafter acquired) to, or in favor of, any Person, unless:

(i)a Subsidiary of Eversource merges, amalgamates or consolidates with Eversource or any other Subsidiary of Eversource, provided, that: (i) if Eversource is party to such transaction, Eversource shall be the surviving entity in such transaction; (ii) if any Borrower other than Eversource is a party to such transaction, either (A) such Borrower (other than Eversource) shall be the surviving entity in such transaction, or (B) if a Subsidiary of Eversource other than a Borrower is the surviving entity in such transaction, such surviving Subsidiary shall (I) be a Domestic Subsidiary, and (II) expressly assume, by an amendment to this Agreement in form satisfactory to the Administrative Agent, the Obligations under, and due and punctual performance of, this Agreement; and (iii) in the event that a Subsidiary is the surviving entity in such transaction, such Subsidiary shall be deemed to be, and shall be at all times thereafter, a “Principal Subsidiary” as defined in Section 1.01;

(ii)a Subsidiary of Eversource liquidates or dissolves into, or makes an asset disposition to, Eversource or any other Subsidiary of Eversource, provided, that: (i) if Eversource is party to such transaction, Eversource shall be the entity into which assets are transferred; (ii) if any Borrower (other than Eversource) is a party to such transaction, either (A) such Borrower (other than Eversource) shall be the entity into which assets are transferred in such transaction, or (B) if a Subsidiary of Eversource other than a Borrower is the surviving entity into which assets are transferred in such transaction, such surviving Subsidiary shall (I) be a Domestic Subsidiary, and (II) expressly assume, by an amendment to this Agreement in form satisfactory to the Administrative Agent, the Obligations under, and due and punctual performance of, this Agreement; and (iii) in the event that a Subsidiary is the entity to which assets are transferred, such Subsidiary shall be deemed to be, and shall be at all times thereafter, “Principal Subsidiary” as defined in Section 1.01;

(iii)all corporate and regulatory approvals therefor have been received;

(iv)no Default or Event of Default with respect to any Borrower would exist hereunder after giving effect to such transaction; and

(v)the ratings assigned by S&P and Moody’s to, (i) if Eversource is the surviving entity in a transaction permitted under the foregoing clauses (a) or (b), the Borrower Unsecured Debt of Eversource, and (ii) to the extent applicable, the long-term senior unsecured, non-credit enhanced debt of (A) the Borrower (other than Eversource) or other Principal Subsidiary that is the surviving entity in a transaction permitted under the foregoing clause (a), (B) the entity to which assets are transferred in a

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transaction permitted under the foregoing clause (b), and (C) the Borrower (other than Eversource) or other Principal Subsidiary disposing of assets to a Person other than Eversource or any of its Subsidiaries in a transaction permitted under the foregoing clause (b), in each case of the foregoing of this clause (e), after giving effect to such transaction, shall be at least “BBB-” and “Baa3”, respectively (it being understood and agreed that, if, at any time, S&P and/or Moody’s does not maintain any of the foregoing applicable rating(s) (whether because no such Borrower Unsecured Debt or no such long-term senior unsecured, non-credit enhanced debt, as applicable, is outstanding or otherwise), then the condition set forth in this clause (e) shall not be satisfied at such time with respect to such transaction).

Notwithstanding anything to the contrary in the foregoing, any disposition of assets permitted by the foregoing provisions of this Section 8.02 to a Person other than Eversource and its Subsidiaries may be consummated by way of merger, amalgamation or consolidation.

SECTION 8.03    Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by such Borrower and/or such Subsidiary on the Effective Date, or any business substantially related or incidental thereto.

SECTION 8.04    Transactions with Affiliates and Insiders. Enter into any transaction of any kind with any officer, director or Affiliate of any Borrower, whether or not in the ordinary course of business, other than: (a) except as otherwise specifically limited in this Agreement, transactions that are on terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arms-length transaction with a Person other than such an officer, director or Affiliate; (b) any transaction for which such Borrower or such Subsidiary has obtained the approval of the DPU; (c) immaterial incidental transactions among any Borrower and its Affiliates that are substantially on an arm’s length basis, such as cash management, facility sharing, tax sharing, management services, or other overhead sharing matters; (d) intercompany transactions (including, without limitation, loans and advances and the provision of services) not otherwise prohibited under this Agreement or required under the U.S. Federal Power Act and the rules of FERC or state utility commissions, in each case of the foregoing, to the extent applicable thereto; (e) normal and reasonable compensation and reimbursement expenses of officers and directors in the ordinary course of business; and (f) Stranded Cost Recovery Obligations securitization transactions.

SECTION 8.05    Use of Proceeds. Use the proceeds of any Borrowing, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation T or Regulation U) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

SECTION 8.06    Consolidated Indebtedness to Capitalization Ratio. With respect to each Borrower, permit the Consolidated Indebtedness to Capitalization Ratio of such Borrower, as of the end of any fiscal quarter of such Borrower, to be greater than 0.65:1.00.

SECTION 8.07    Compliance with ERISA. (a) Terminate, or permit any ERISA Affiliate to terminate, any Pension Plan so as to result in any direct liability of any Borrower or any Principal Subsidiary to the PBGC in an amount greater than the Threshold Amount, or (b) permit to exist any occurrence of any Reportable Event that, alone or together with any other Reportable Event with respect to the same or another Pension Plan, has a reasonable possibility of resulting in direct liability of such Borrower or any Subsidiary to the PBGC in an aggregate amount in excess of the Threshold Amount, or any other event or condition that presents a material risk of such a termination by the PBGC of any Pension Plan, or that has a reasonable possibility of resulting in a liability of such Borrower or any Subsidiary to the PBGC or a Multiemployer Plan, in an aggregate amount in excess of the Threshold Amount.

SECTION 8.08    Interests in Nuclear Plants. Acquire any nuclear plant, or any interest therein, not held on the Effective Date, other than so called “power entitlements” acquired for use in the ordinary course of business.

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SECTION 8.09    Financing Agreements. With respect to each Borrower only, permit any Principal Subsidiary thereof to enter into any agreement, contract, indenture or similar obligation, or to issue any security (each of the foregoing being referred to, collectively, as “Financing Agreements”), that is not in effect on the Effective Date, or amend or modify any existing Financing Agreement, if the effect of such Financing Agreement (or amendment or modification thereof) is to impose any additional restriction that is not in effect on the Effective Date on the ability of any such Principal Subsidiary to pay dividends to the applicable Borrower(s); provided, that, the foregoing shall not restrict the right of any Principal Subsidiary created to hold generating or transmission assets to enter into any such Financing Agreement in connection with the incurrence of Indebtedness that (i) is non-recourse to the applicable Borrower(s), and (ii) is incurred to acquire, construct or otherwise develop generating or transmission assets.

SECTION 8.10    Sanctions. Directly or indirectly, use any Borrowing or the proceeds of any Borrowing, or lend, contribute or otherwise make available such Borrowing or the proceeds of any Borrowing to any Person, to fund any activities of, or business with, any Person, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person (including, without limitation, any Person participating in the transaction, whether as a Lender, a Joint Lead Arranger, a Sustainability Coordinator, the Administrative Agent, the Swing Line Lender, or otherwise) of Sanctions.

SECTION 8.11    Anti-Corruption Laws. Directly or indirectly, use any Borrowing, or the proceeds of any Borrowing, for any purpose that would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, or any other similar anti-corruption legislation in other jurisdictions.

ARTICLE IX

EVENTS OF DEFAULT AND REMEDIES

SECTION 9.01    Events of Default. Any of the following shall constitute an “Event of Default” with respect to any particular Borrower:

(1)Non-Payment. Such Borrower fails to pay: (i) when and as required to be paid herein, any amount of principal of any Loan; or (ii) within five (5) calendar days after the same becomes due, any interest on any Loan, or any fee due hereunder; or (iii) within five (5) calendar days after the same becomes due, any other amount payable hereunder or under any other Loan Document, whether at the stated maturity or any accelerated date of maturity or at any other date fixed for payment; or

(2)Specific Covenants. Such Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 7.01, Section 7.02(a), Section 7.03(a) Section 7.05, Section 7.10, Section

7.11 or Article VIII; or

(3)Other Defaults. Such Borrower fails to perform or observe any other covenant or agreement (that is not specified in the foregoing clauses (a) or (b)) contained in any Loan Document on its part to be performed or observed, and such failure continues for thirty (30) calendar days after written notice from the Administrative Agent; or

(4)Representations and Warranties. Any representation or warranty made or deemed made by, or on behalf of, such Borrower or any Principal Subsidiary thereof in this Agreement or any other Loan Document, or in any document(s) required to be delivered in connection herewith or therewith, shall be incorrect or misleading in any material respect (or, with respect to any representation and warranty that is expressly qualified by materiality, in any respect) when made or deemed made; or

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(5)Cross-Default. (i) Such Borrower or any Principal Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise, and after giving effect to any applicable grace period) in respect of any Indebtedness (other than (I) Indebtedness of such Borrower under this Agreement, but including, with respect to Eversource, Indebtedness of any Principal Subsidiary hereunder, and (II) Indebtedness under Swap Contracts) having an aggregate principal amount (including, without limitation, undrawn committed or available amounts, and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or

(2)fails to observe or perform any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, such Indebtedness to be demanded (or commitments to lend with respect to such Indebtedness to be terminated) or to become due, or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, in each case of the foregoing, prior to its stated maturity, or cash collateral in respect thereof to be demanded; or (ii) there occurs, under any Swap Contract, an Early Termination Date (or substantially similar term, as defined in such Swap Contract) resulting from an event of default under such Swap Contract as to which such Borrower or any Principal Subsidiary thereof is the Defaulting Party (or substantially similar term, as defined in such Swap Contract), with respect to which the Swap Termination Value owed by such Borrower or any Principal Subsidiary thereof as a result thereof is greater than the Threshold Amount; or

(6)Insolvency Proceedings, Etc. Such Borrower or any Principal Subsidiary thereof: (i) institutes, or consents to the institution of, any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or (ii) applies for, or consents to the appointment of, any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it, or for all, or any material part, of its respective property; or (iii) any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person, and the appointment continues undischarged or unstayed for a period of ninety (90) calendar days; or (iv) any proceeding under any Debtor Relief Law relating to any such Person, or to all, or any material part, of its respective property, is instituted without the consent of such Person and continues undismissed or unstayed for a period of ninety (90) calendar days, or an order for relief is entered in any such proceeding; or

(7)Inability to Pay Debts; Attachment. (i) Such Borrower or any Principal Subsidiary thereof becomes unable, or admits in writing its inability, or fails generally, to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all, or any material part, of the respective properties of such Borrower and its Principal Subsidiaries that is not released, vacated or fully bonded within ninety (90) calendar days after the date of its issue or levy; or

(8)Judgments. There is entered against such Borrower or any Principal Subsidiary thereof (i) a final judgment or order for the payment of money in an aggregate amount in excess of the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one (1) or more non-monetary final judgments that have, individually or in the aggregate, a Material Adverse Effect with respect to any Borrower, and, in any such case of the foregoing clauses (h)(i) and (h)(ii):

(1)enforcement proceedings are commenced by any creditor upon such judgment or order that are not stayed within thirty (30) calendar days; or (B) there is a period of thirty (30) consecutive calendar days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(a)ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan that has resulted, or could reasonably be expected to result, in direct liability of such Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC, in an aggregate amount in excess of the Threshold Amount; or (ii) such Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

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(10)Invalidity of Loan Documents. (i) Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or the satisfaction and payment in full of all of the Obligations, ceases to be in full force and effect; or (ii) such Borrower or any other Person contests, in any manner, the validity or enforceability of any provision of any Loan Document; or (iii) such Borrower denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document; or

(11)Change of Control. There occurs any Change of Control with respect to such Borrower.

SECTION 9.02    Remedies Upon Event of Default. If any Event of Default with respect to any Borrower occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions with respect to such Borrower:

ap.declare the commitment of each Lender to make Loans to such Borrower to be terminated, whereupon such commitments and obligation shall be terminated;

aq.declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable by such Borrower hereunder or under any other Loan Document, to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by such Borrower;

ar.exercise, on behalf of itself and the Lenders, all rights and remedies against such Borrower and its property available to it and the Lenders under the Loan Documents;

provided, that, upon the occurrence of an actual or deemed entry of an order for relief with respect to such Borrower or any Principal Subsidiary thereof under the Bankruptcy Code, the obligation of each Lender to make Loans to such Borrower shall automatically terminate, and the unpaid principal amount of all outstanding Loans of such Borrower and all interest and other amounts as aforesaid of such Borrower shall automatically become due and payable, in each case of the foregoing, without further act of the Administrative Agent or any Lender.

SECTION 9.03    Application of Funds. After the exercise of remedies provided for in Section

9.0a(or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations of any Borrower shall be applied by the Administrative Agent to the then outstanding Obligations of such Borrower in the following order:

(i)First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including, without limitation, fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

(ii)Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including, without limitation, fees, charges and disbursements of counsel to the respective Lenders) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this Second clause payable to them;

(iii)Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this Third clause held by them;

(iv)Fourth, to payment of that portion of the Obligations constituting accrued and unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this Fourth clause held by them; and

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(v)Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to such Borrower or as otherwise required by applicable Law.

ARTICLE X ADMINISTRATIVE AGENT

SECTION 10.01    Appointment and Authority. Each of the Lenders hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents, and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article X are solely for the benefit of the Administrative Agent, and none of the Lenders or the Borrowers shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Document (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law; instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between the contracting parties.

SECTION 10.02    Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender, and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of banking, trust, financial, advisory, underwriting or other business with, any Borrower or any Subsidiary or other Affiliate thereof, as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders or to provide notice or consent of the Lenders with respect thereto.

SECTION 10.03    Exculpatory Provisions. Neither the Administrative Agent, any Joint Lead Arranger nor any Sustainability Coordinator shall have any duties or obligations, except those expressly set forth herein and in the other Loan Documents, and their respective duties hereunder (if any) shall be administrative in nature. Without limiting the generality of the foregoing, none of the Administrative Agent, any Joint Lead Arranger, any Sustainability Coordinator, nor any of the respective Related Parties of any of the foregoing:

(1)shall be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default with respect to any Borrower has occurred and is continuing;

(2)shall have any duty to take any discretionary action or to exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided, that, the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including, for the avoidance of doubt, any action that may be in violation of the automatic stay under any Debtor Relief Law, or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law;

(3)shall have any duty or responsibility to disclose, and none of them shall be liable for the failure to disclosure, to any Lender, any credit or other information concerning the business, prospects,

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operations, property, financial and other condition or creditworthiness of any of the Borrowers or any of their respective Affiliates, that is communicated to, obtained by, or in the possession of any of the Administrative Agent, the Joint Lead Arrangers, the Sustainability Coordinators, or any of their respective Related Parties in any capacity, except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein;

(4)shall be liable for any action taken, or not taken, by the Administrative Agent under, or in connection with, this Agreement or any other Loan Document, or the transactions contemplated hereby or thereby (i) with the consent, or at the request, of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 11.01 and Section 9.02), or (ii) in the absence of its own gross negligence or willful misconduct (as determined by a court of competent jurisdiction by a final, non-appealable judgment); further, the Administrative Agent shall be deemed not to have knowledge of any Default or any Event of Default with respect to any Borrower, unless and until written notice describing such Default or such Event of Default with respect to the applicable Borrower(s) is given to a Responsible Officer of the Administrative Agent by a Borrower or a Lender; and

(5)shall be responsible for, or have any duty or obligation to any Lender, any participant or any other Person to ascertain or inquire into: (i) any statement, warranty or representation made in, or in connection with, this Agreement or any other Loan Document; (ii) the contents of any certificate, report or other document delivered hereunder or thereunder, or in connection herewith or therewith; (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, or the occurrence of any Default or of any Event of Default with respect to any Borrower; (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document; or (v) the satisfaction of any condition set forth in Article V or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

SECTION 10.04    Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including, without limitation, any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that, by its terms, must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender, unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants, and other experts selected by it, and shall not be liable for any action taken, or not taken, by it in accordance with the advice of any such counsel, accountants or experts.

SECTION 10.05    Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one

(1)or more sub-agents appointed by the Administrative Agent. The Administrative Agent, and any such sub- agent, may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article X shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents, except to the extent that a court of competent jurisdiction determines, in a final and non-

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appealable judgment, that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

SECTION 10.06    Resignation of Administrative Agent.

as.The Administrative Agent may, at any time, give notice of its resignation to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrowers so long as no Event of Default with respect to any Borrower has occurred and is continuing, which consent shall not be unreasonably withheld, conditioned or delayed, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been appointed by the Required Lenders and shall have accepted such appointment within thirty (30) calendar days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided, that, in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

at.If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof in Section 1.01, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrowers and such Person, remove such Person as the Administrative Agent, and, with the consent of the Borrowers so long as no Event of Default with respect to any Borrower has occurred and is continuing, which consent shall not be unreasonably withheld, conditioned or delayed, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) calendar days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

au.With effect from the Resignation Effective Date or the Removal Effective Date (as applicable):

(i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to, or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 10.06. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to, and become vested with, all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 10.06). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor, unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Administrative Agent Administrative Agent’s resignation (or removal) hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties, in respect of any actions taken, or omitted to be taken, by any of them (A) while the retiring Administrative Agent was acting as Administrative Agent, and (B) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including, without limitation, in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

av.Any resignation by, or removal of, Bank of America as Administrative Agent pursuant to this Section 10.06 shall also constitute its resignation or removal, as the case may be, as Swing Line Lender. Upon

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the acceptance of a successor’s appointment as Administrative Agent hereunder: (iii) such successor shall succeed to, and become vested with all of the rights, powers, privileges and duties of, the retiring Swing Line Lender; and (iv) the retiring Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents.

SECTION 10.07    Non-Reliance on the Administrative Agent, the Joint Lead Arrangers, theSustainability Coordinators and the Other Lenders.

(1)Each Lender expressly acknowledges that none of the Administrative Agent, any Joint Lead Arranger nor any Sustainability Coordinator has made any representation or warranty to it, and that no act by the Administrative Agent, any Joint Lead Arranger or any Sustainability Coordinator hereafter taken, including, without limitation, any consent to, and acceptance of, any assignment or review of the affairs of any Borrower (or any Affiliate thereof) shall be deemed to constitute any representation or warranty by the Administrative Agent, any Joint Lead Arranger or any Sustainability Coordinator to any other Lender as to any matter, including, without limitation, as to whether the Administrative Agent, any Joint Lead Arranger or any Sustainability Coordinator has disclosed material information in their (or their respective Related Parties’) possession. Each Lender hereby represents to the Administrative Agent, each Joint Lead Arranger and each Sustainability Coordinator that it has, independently and without reliance upon the Administrative Agent, any Joint Lead Arranger, any Sustainability Coordinator, any other Lender, or any of the respective Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrowers and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the applicable Borrowers hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Joint Lead Arranger, any Sustainability Coordinator, any other Lender, or any of the respective Related Parties of any of the foregoing, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking, or not taking, action under, or based upon, this Agreement, any other Loan Document, or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrowers and their Subsidiaries.

(2)Each Lender hereby represents and warrants that: (i) (A) the Loan Documents set forth the terms of a commercial lending facility, and (B) such Lender is engaged in the making, acquiring or holding of commercial loans in the ordinary course, and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not, in any event, for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender hereby agrees not to assert a claim in contravention of the foregoing; and (ii) such Lender is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities as set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans, or to provide such other facilities, as the case may be, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

SECTION 10.08    No Other Duties; Etc. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, none of the Joint Lead Arrangers, syndication agents, documentation agents or co-agents shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or a Sustainability Coordinator hereunder.

SECTION 10.09    Administrative Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition, or

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other judicial proceeding relative to any Borrower, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise, and irrespective of whether the Administrative Agent shall have made any demand on any Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

aw.to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid, and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including, without limitation, any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel, and all other amounts due the Lenders and the Administrative Agent under Section

2.08 and Section 11.04) allowed in such judicial proceeding; and

(b)    to collect and receive any monies or other property payable or deliverable on any such claims, and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent, and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Section 2.08 and Section 11.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to, or accept or adopt on behalf of any Lender, any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

SECTION 10.10    Lender ERISA Representations.

(1)Each Lender (A) represents and warrants, as of the date on which such Person became a Lender party hereto, to, and (B) covenants, from the date on which such Person became a Lender party hereto to the date on which such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and each Joint Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to, or for the benefit of, any Borrower, that at least one (1) of the following is and will be true:

(a)such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA) of one (1) or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of, and performance of the Loans, the Revolving Commitments and/or this Agreement, as the case may be;

(b)the transaction exemption set forth in one (1) or more PTEs, such as PTE 84–14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95–60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90–1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91–38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96–23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Revolving Commitments and this Agreement;

(c)(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84–14); (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer

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and perform the Loans, the Revolving Commitments and this Agreement; (C) the entrance into, participation in, administration of and performance of the Loans, the Revolving Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84–14; and (D) to the best knowledge of any Responsible Officer of such Lender, the requirements of subsection (a) of Part I of PTE 84–14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Revolving Commitments and this Agreement; or

(d)such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(2)In addition, unless the foregoing clause (a)(i) is true with respect to a Lender, or such Lender has provided another representation, warranty and covenant as provided in the foregoing clause (a)(iv), such Lender further (A) represents and warrants, as of the date on which such Person became a Lender party hereto, to, and (B) covenants, from the date on which such Person became a Lender party hereto to the date on which such Person ceases being a Lender party hereto, for the benefit of the Administrative Agent and each Joint Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to, or for the benefit of, any Borrower, that none of the Administrative Agent or any Joint Lead Arranger, or any of their respective Affiliates, is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of, and performance of the Loans, the Revolving Commitments and/or this Agreement, as the case may be (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document, or any documents related to hereto or thereto).

SECTION 10.11    Recovery of Erroneous Payments. Without limitation of any other provision of this Agreement, if, at any time, the Administrative Agent makes a payment hereunder in error to any Lender, whether or not in respect of an Obligation then due and owing by any Borrower at such time, where such payment (or any portion thereof) is a Rescindable Amount, then, in any such event, each Lender receiving a Rescindable Amount (or portion thereof) severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount (or portion thereof) received by such Lender, in immediately available funds in Dollars, with interest thereon, for each day from, and including, the date on which such Rescindable Amount (or portion thereof) is received by or made available to it to, but excluding, the date of payment thereof to the Administrative Agent, at the Overnight Rate. Each Lender irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount (or portion thereof) received by it. The Administrative Agent shall inform each Lender promptly upon determining that any payment made to such Lender comprised, in whole or in part, a Rescindable Amount.

ARTICLE XI MISCELLANEOUS

SECTION 11.01    Amendments, Etc. Subject to Section 2.17 and Section 3.03, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure therefrom by any Borrower, shall be effective unless in writing signed by the Required Lenders and the Borrowers and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance, and for the specific purpose, for which given, provided, that:

(1)no such amendment, waiver or consent shall:

(a)extend (except as provided for in Section 2.16) or increase the Revolving Commitment of a Lender (or reinstate any Revolving Commitment terminated pursuant to

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Section 9.02) without the written consent of such Lender whose Revolving Commitment is being extended or increased (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.02, or of any Default with respect to any Borrower, any Event of Default with respect to any Borrower or a mandatory reduction in Revolving Commitments, is not considered an extension or increase in Revolving Commitments of any Lender);

(b)postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them), or any scheduled or mandatory reduction of the Revolving Commitments hereunder or under any other Loan Document, in each case of the foregoing, without the written consent of each Lender entitled to receive such payment or whose Revolving Commitments are to be reduced, as the case may be;

(c)reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (i) of the final proviso to this Section 11.01) any fees or other amounts payable hereunder or under any other Loan Document, in each case of the foregoing, without the written consent of each Lender entitled to receive such payment of principal, interest, fees or other amounts; provided, that, only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” in Section 1.01, or to waive any obligation of the Borrowers to pay interest at the Default Rate;

(d)change any provision of this Section 11.01 or the definition of “Required Lenders” in Section 1.01, in each case of the foregoing, without the written consent of each Lender;

(e)change the provisions of Section 2.12 or Section 9.03 in a manner that would alter the pro rata sharing of payments required thereby, in each case of the foregoing, without the written consent of each Lender;

(2)unless also signed by the Swing Line Lender, no amendment, waiver or consent shall affect the rights or duties of the Swing Line Lender under this Agreement; and

(3)unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document;

provided, that, notwithstanding anything to the contrary in the foregoing or elsewhere in this Agreement or any other Loan Document:

(a)the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto;

(b)no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent that, by its terms, requires the consent of all Lenders or each affected Lender, as the case may be, may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that:

(1)the Revolving Commitment of any Defaulting Lender may not be increased or extended, nor any principal amount(s) owed to any Defaulting Lender reduced nor the final maturity thereof extended, in each case of the foregoing, without the consent of such Lender; and (B) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender, as the case may be, that, by its terms, affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender;

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(a)each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein;

(b)the Required Lenders shall determine whether or not to allow a Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding, and such determination shall be binding on all of the Lenders;

(c)this Agreement may be amended in accordance with Section 3.03 (with only the consents and/or approvals expressly required thereby);

(d)this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, the Borrowers and the relevant Lenders providing such additional credit facilities to: (A) add one (1) or more additional credit facilities to this Agreement, to permit the extensions of credit from time to time outstanding hereunder, and the accrued interest and fees in respect thereof, to share ratably in the benefits of this Agreement and the other Loan Documents, and the Loans and the accrued interest and fees in respect thereof, and to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders; and (B) change, modify or alter Section 2.12 or Section 9.03, or any other provision hereof relating to the pro rata sharing of payments among the Lenders, solely to the extent necessary to effectuate any of the amendments (or amendments and restatements) enumerated in this clause (vi) and for no other purpose;

(e)this Agreement may be amended (or amended and restated) without the consent of any Lender (but with the consent of the Borrowers and the Administrative Agent) if, upon giving effect to such amendment (or such amendment and restatement): (A) such Lender shall no longer be a party to this Agreement (as so amended or so amended and restated); (B) the Revolving Commitments of such Lender shall have been terminated; (C) such Lender shall have no other commitment(s) and/or obligation(s) hereunder or under any other Loan Document; and

(D) such Lender shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement and the other Loan Documents;

(f)this Agreement and the other Loan Documents may be amended in accordance with Section 2.17 with only the consent of the Borrowers and the Sustainability Coordinators; and

(g)if, following the Effective Date, the Administrative Agent and the Borrowers, acting together, identify any ambiguity, omission, mistake, typographical error and/or other defect in any provision of this Agreement or any other Loan Document (including, without limitation, the schedules and exhibits hereto or thereto), then the Administrative Agent and the Borrowers shall be permitted to amend, restate, amend and restate, supplement and/or otherwise modify such provision to cure such ambiguity, omission, mistake, typographical error and/or other defect, and such amendment (or amendment and restatement, as the case may be) shall become effective without any further action or consent of any other party to this Agreement.

SECTION 11.02    Notices and Other Communications; Facsimile Copies.

(1)Notices Generally. Except, in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in clause (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

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(h)if to any Borrower, the Administrative Agent or the Swing Line Lender, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 11.02; and

(i)if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to a Borrower).

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (provided, that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day). Notices and other communications delivered through electronic communications, to the extent provided in clause (b) below, shall be effective as provided in such clause (b).

(2)Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail, FPML messaging and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided, that, the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under Article II by electronic communication. The Administrative Agent or any Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided, that, approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes: (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail, or other written acknowledgement), provided, that, if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day; and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (b)(i) of notification that such notice or communication is available and identifying the website address therefor.

(3)The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Borrower, any Lender, or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Borrower’s or the Administrative Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction, by a final and non-appealable judgment, to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, that, in no event shall any Agent Party have any liability to any Borrower, any Lender, or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

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(4)Change of Address, Etc. Each Borrower, the Administrative Agent and the Swing Line Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrowers, the Administrative Agent and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record: (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent; and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one (1) individual at, or on behalf of, such Public Lender to, at all times, have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including, without limitation, U.S. Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to any Borrower or its securities for purposes of U.S. Federal or state securities laws.

(5)Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Revolving Loan Notices, Swing Line Loan Notices and Prepayment Notices) purportedly given by, or on behalf of, any Borrower, even if: (i) such notices were not made in a manner specified herein, were incomplete, or were not preceded or followed by any other form of notice specified herein; or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrowers shall indemnify the Administrative Agent, each Lender, and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by, or on behalf of, a Borrower. All telephonic notices to, and other telephonic communications with, the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

SECTION 11.03    No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and are not exclusive of any rights, remedies, powers and privileges provided by applicable Law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against any Borrower shall be vested exclusively in, and all actions and proceedings at Law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 9.02 for the benefit of all the Lenders, provided, that: (a) the foregoing shall not prohibit (i) the Administrative Agent from exercising, on its own behalf, the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (ii) the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as Swing Line Lender) hereunder and under the other Loan Documents, (iii) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.12), or (iv) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Borrower under any Debtor Relief Law; and (b) if, at any time, there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 9.02, and (ii) in addition to the matters set forth in the foregoing clauses (a)(ii), (a)(iii) and (a)(iv) and subject to Section 2.12, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

SECTION 11.04    Expenses; Indemnity; and Damage Waiver.

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(1)Costs and Expenses. Each Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent, the Joint Lead Arrangers and their respective Affiliates (including, without limitation, the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender (including, without limitation, the reasonable fees, charges and disbursements of one (1) primary counsel and, to the extent reasonably necessary, one (1) special and one (1) local counsel in each applicable jurisdiction for the Administrative Agent and for all of the Lenders as a group (and, in the event of any actual or potential conflict of interest, one (1) additional counsel for the Administrative Agent and/or each Lender subject to such conflict)) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 11.04, or

(2)in connection with the Loans made, including, without limitation, all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

(2)Indemnification by the Borrowers. Each Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Joint Lead Arranger, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, penalties and reasonable related expenses (including, without limitation, the reasonable fees, charges and disbursements of one (1) primary counsel and, to the extent reasonably necessary, one (1) special and one (1) local counsel in each applicable jurisdiction for the Indemnitees (and, in the event of any actual or potential conflict of interest, one (1) additional counsel for the Administrative Agent and/or each Lender subject to such conflict)) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Borrower arising out of, in connection with, or as a result of

(a)the execution or delivery of this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or the use, or proposed use, of the proceeds therefrom,

(iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by a Borrower or any of its Subsidiaries, or any Environmental Liability related, in any way, to a Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided, that, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction, by final and non- appealable judgment, to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(3)Reimbursement by Lenders. To the extent that any Borrower, for any reason, fails to indefeasibly pay any amount required under the foregoing clauses (a) or (b) to be paid by it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by, or asserted against, the Administrative Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.11(d).

(4)Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, no Borrower shall assert, and each Borrower hereby waives, any claim against any Indemnitee, on any theory of

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liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use, or proposed use, of the proceeds thereof. No Indemnitee referred to in the foregoing clause (b) shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents, or the transactions contemplated hereby or thereby.

(5)Payments. All amounts due under this Section 11.04 shall be payable not later than ten (10) Business Days after demand therefor. Payment obligations of the Borrowers under this Section 11.04 shall be subject to Section 11.19.

(6)Survival. The agreements in this Section 11.04 shall survive: (i) the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Revolving Commitments and the repayment, satisfaction or discharge of all the other Obligations; and (ii) the repayment of Obligations and the termination of rights and of any Borrower pursuant to Section 2.05.

SECTION 11.05    Payments Set Aside. To the extent that any payment by, or on behalf of, any Borrower is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including, without limitation, pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then: (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect, as if such payment had not been made or such setoff had not occurred; and (b) each Lender severally agrees to pay to the Administrative Agent, upon demand, its applicable share (without duplication) of any amount so recovered from, or repaid by, the Administrative Agent, plus interest thereon from, and including, the date of such demand to, and including, the date such payment is made, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under the foregoing clause (b) shall survive the payment in full of the Obligations and the termination of this Agreement.

SECTION 11.06    Successors and Assigns.

ax.Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon, and inure to the benefit of, the parties hereto and thereto and their respective successors and assigns permitted hereby, provided, that, no Borrower may assign, or otherwise transfer, any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder, except: (i) to an assignee in accordance with the provisions of clause (b) below; (ii) by way of participation in accordance with the provisions of clause (d) below; or (iii) by way of pledge or assignment of a security interest subject to the restrictions of clause (f) below (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in clause (d) below, and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under, or by reason of, this Agreement.

ay.Assignments by Lenders. Any Lender may, at any time, assign to one (1) or more assignees all, or a portion, of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all, or a portion, of its Revolving Commitment and the Loans (including, for purposes of this clause (b), participations in Swing Line Loans) at the time owing to it), provided, that, any such assignment shall be subject to the following conditions:

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vi.Minimum Amounts.

1.in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitment and the Loans at the time owing to it, or, in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

2.in any case not described in the foregoing clause (b)(i)(A), the aggregate amount of the Revolving Commitment (which, for this purpose, includes Loans outstanding thereunder) or, if the Revolving Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent, or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than Five Million Dollars ($5,000,000), in the case of an assignment of Revolving Loans, unless each of the Administrative Agent and, so long as no Event of Default with respect to any Borrower has occurred and is continuing, the Borrowers otherwise consent (each such consent not to be unreasonably withheld, conditioned or delayed); provided, that, concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single assignee (or to an assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met;

(i)Required Consents. No consent shall be required for any assignment, except to the extent required by the foregoing clause (b)(i)(B), and, in addition:

3.the consent of the Borrowers (such consent not to be unreasonably withheld, conditioned or delayed) shall be required, unless (I) an Event of Default with respect to any Borrower has occurred and is continuing at the time of such assignment, or (II) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided, that, each Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;

4.the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for assignments in respect of any Revolving Commitment if such assignment is to a Person that is not a Lender with a Revolving Commitment in respect of the Revolving Commitment subject to such assignment, an Affiliate of such Lender, or an Approved Fund with respect to such Lender; and

5.the consent of the Swing Line Lender (such consent not to be unreasonably withheld, conditioned or delayed) shall be required for any assignment in respect of the Revolving Commitment.

vii.Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, that, the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

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viii.No Assignment to Certain Persons. No such assignment shall be made: (A) to any Borrower, or any of the Borrowers’ respective Affiliates or Subsidiaries; or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (b)(iv)(B); or

(3)to a natural person (or to a holding company, investment vehicle or trust for, or owned and operated by, or for the primary benefit of, a natural person).

ix.Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or sub-participations, or other compensating actions, including funding, with the consent of each Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to:

(A) pay and satisfy, in full, all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon); and (B) acquire (and fund, as appropriate) its full pro rata share of all Loans and participations in Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding anything to the contrary in the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this clause (b), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to the acceptance and recording thereof by the Administrative Agent pursuant to clause

az.below, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, shall have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), but shall continue to be entitled to the benefits of Section 3.01, Section 3.04, Section 3.05 and Section 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the applicable Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (b), shall be treated, for purposes of this Agreement, as a sale by such Lender of a participation in such rights and obligations in accordance with clause (d) below.

(3)Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrowers (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Revolving Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by any Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

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(4)Participations. Any Lender may, at any time, without the consent of, or notice to, the Borrowers, the Swing Line Lender or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender, or any Borrower or any of the Borrowers’ respective Affiliates or Subsidiaries) (each, a “Participant”) in all, or a portion, of such Lender’s rights and/or obligations under this Agreement (including, without limitation, all, or a portion, of its Revolving Commitment and/or the Loans (including, without limitation, such Lender’s participations in Swing Line Loans) owing to it), provided, that: (i) such Lender’s obligations under this Agreement shall remain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) the Borrowers, the Administrative Agent, the Swing Line Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided, that, such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (a)(i) through (a)(v) of Section 11.01 that affects such Participant. Subject to clause (e) below, each Borrower agrees that each Participant shall be entitled to the benefits of Section 3.01, Section 3.04 and Section 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to the foregoing clause (b). To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided, that, such Participant agrees to be subject to Section 2.12 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided, that, no Lender shall have any obligation to disclose all, or any portion, of the Participant Register (including, without limitation, the identity of any Participant, or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person, except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103–1(c) of the U.S. Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement, notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. No sale of a participation shall be effective unless and until it has been recorded in the Participant Register as provided in this clause (d).

(5)Limitation on Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or Section 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with each Borrower’s prior written consent. Furthermore, a Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01, unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 3.01(e) as though it were a Lender.

(6)Certain Pledges. Any Lender may, at any time, pledge or assign a security interest in all, or any portion, of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including, without limitation, any pledge or assignment to secure obligations to a Federal Reserve Bank or other central banking authority; provided, that, no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

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(7)Resignation as Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if, at any time, Bank of America assigns all of its Revolving Commitment and Loans pursuant to the foregoing clause (b), Bank of America may, upon thirty (30) calendar days’ notice to the Borrowers, resign as Swing Line Lender. In the event of any such resignation as Swing Line Lender, the Borrowers shall be entitled to appoint from among the Lenders a successor Swing Line Lender hereunder; provided, that, no failure by the Borrowers to appoint any such successor shall affect the resignation of Bank of America as Swing Line Lender, as the case may be. If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.03(c). Upon the appointment of a successor Swing Line Lender, such successor shall succeed to, and become vested with all of the rights, powers, privileges and duties of, the retiring Swing Line Lender, as the case may be.

Notice by the Administrative Agent to the Borrowers of any assignment made under this Section 11.06 shall be provided as may be agreed in writing from time to time between the Borrowers and the Administrative Agent.

SECTION 11.07    Treatment of Certain Information; Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed: (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (including any self-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent required by applicable Laws or by any subpoena or similar legal process; (d) to any other party hereto; (e) in connection with the exercise of any remedies hereunder or under any other Loan Document, or any action or proceeding relating to this Agreement or any other Loan Document, or the enforcement of rights hereunder or thereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section 11.07, to (i) any assignee of, or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to a Borrower and its obligations; (g) with the consent of each Borrower; (h) to the extent such Information (i) becomes publicly available, other than as a result of a breach of this Section 11.07, or (ii) becomes available to the Administrative Agent, any Lender, or any of their respective Affiliates on a non-confidential basis from a source other than any Borrower; (i) to rating agencies if requested or required by such agency in connection with a rating relating to the Loans hereunder; and (j) on a confidential basis to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to this Agreement. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Revolving Commitments.

For purposes of this Section 11.07, “Information” means all information received from a Borrower or any Subsidiary relating to the Borrowers or any Subsidiary, or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender on a non-confidential basis prior to disclosure by such Borrower or any Subsidiary, provided, that, in the case of information received from a Borrower or any Subsidiary after the Effective Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section

11.0ashall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

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Each of the Administrative Agent and the Lenders acknowledges that: (A) the Information may include material non-public information concerning any Borrower or any Subsidiary, as the case may be; (B) it has developed compliance procedures regarding the use of material non-public information; and (C) it will handle such material non-public information in accordance with applicable Law, including U.S. federal and state securities Laws.

SECTION 11.08    Set-off. If an Event of Default with respect to any Borrower shall have occurred and be continuing, each Lender, and each of their respective Affiliates, is hereby authorized, at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender or any such Affiliate to, or for the credit or the account of, such Borrower, against any and all of the obligations of such Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document, and although such obligations of such Borrower may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.14, and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (ii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing, in reasonable detail, the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its respective Affiliates under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliates may have. Each Lender agrees to notify such Borrower and the Administrative Agent promptly after any such setoff and application; provided, that, the failure to give such notice shall not affect the validity of such setoff and application.

SECTION 11.09    Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid, or agreed to be paid, under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans, or, if it exceeds such unpaid principal, refunded to the applicable Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law: (a) characterize any payment that is not principal as an expense, fee, or premium, rather than interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate, and spread, in equal or unequal parts, the total amount of interest throughout the contemplated term of the Obligations hereunder.

SECTION 11.10    Integration; Effectiveness. This Agreement and the other Loan Documents constitute the entire contract among the parties hereto relating to the subject matter hereof, and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 5.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.

SECTION 11.11    Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto, or in connection herewith or therewith, shall survive the execution and delivery hereof and thereof. Such representations and warranties have been, or will be, relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender, or on its or their behalf, and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default

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or any Event of Default with respect to any Borrower at the time of any Borrowing, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

SECTION 11.12    Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby, and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate, or render unenforceable, such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section11.12, if, and to the extent, that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

SECTION 11.13    Replacement of Lenders. If (i) any Lender requests compensation under Section3.04, (ii) any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iii) a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Loan Document that has been approved by the Required Lenders as provided in Section 11.01, but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable), (iv) any Lender is a Non-Extending Lender pursuant to Section 2.16(b), or (v) any Lender is a Defaulting Lender, then, in any such case of the foregoing clauses (i) through (v), the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with, and subject to, the rights and restrictions contained in, and consents required by, Section 11.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if such other Lender accepts such assignment), provided, that:

(i)the applicable Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b);

(ii)such Lender shall have received payment of an amount equal to one hundred percent (100.0%) of the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including, without limitation, any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts);

(iii)in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

(iv)such assignment does not conflict with applicable Laws; and

(v)in the case of any such assignment resulting from a Non-Consenting Lender’s or a Non- Extending Lender’s failure to consent to a proposed change, waiver, discharge or termination with respect to any Loan Document, the applicable replacement bank, financial institution or Approved Fund consents to the proposed change, waiver, discharge or termination; provided, that, the failure by such Non-Consenting Lender or such Non-Extending Lender, as applicable, to execute and deliver an Assignment and Assumption shall not impair the validity of the removal of such Non-Consenting Lender or such Non-Extending Lender, and the mandatory assignment of such Non-Consenting Lender’s or such Non-Extending Lender’s, as applicable, Revolving Commitments and outstanding Loans and participations in Swing Line Loans pursuant to this Section 11.13 shall nevertheless be

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effective without the execution by such Non-Consenting Lender or such Non-Extending Lender, as applicable, of an Assignment and Assumption.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

SECTION 11.14    Governing Law; Jurisdiction; Etc.

(1)GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF, OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN), AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(2)SUBMISSION TO JURISDICTION. EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF, OR RELATING TO, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY APPLICABLE LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(3)WAIVER OF VENUE. EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF, OR RELATING TO, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN THE FOREGOING CLAUSE (b). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(4)SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

SECTION 11.15    Waiver of Right to Trial by Jury. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY

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RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, OR RELATING TO, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO: (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.15.

SECTION 11.16    Electronic Execution; Electronic Records; Counterparts.

(1)This Agreement, any other Loan Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each Borrower, the Administrative Agent and each Lender (collectively (including each Borrower), the “Executing Parties”, and each individually, an “Executing Party”) agree that any Electronic Signature on, or associated with, any Communication shall be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature will constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof, to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one (1) and the same Communication. For the avoidance of doubt, the authorization provided under this clause (a) may include the use or acceptance of a manually signed paper Communication that has been converted into electronic form (such as scanned into a “.pdf” format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each of the other Executing Parties may, at its option, create one (1) or more copies of any Communication in the form of an imaged Electronic Record (an “Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Document, neither the Administrative Agent nor the Swing Line Lender is under any obligation to accept an Electronic Signature in any form or in any format, unless expressly agreed to by such Person pursuant to procedures approved by it; provided, that, without limitation of the foregoing, (i) to the extent that the Administrative Agent and/or the Swing Line Lender has agreed to accept such Electronic Signature, the Administrative Agent and each of the other Executing Parties shall be entitled to rely on any such Electronic Signature purportedly given by, or on behalf of, any Borrower, any Lender and/or any other Executing Party, without further verification thereof and regardless of the appearance or form of such Electronic Signature, and (ii) upon the request of the Administrative Agent or any other Executing Party, any Communication executed using an Electronic Signature shall be promptly followed by a manually executed counterpart.

(2)Neither the Administrative Agent nor the Swing Line Lender shall be responsible for, or have any duty to ascertain or inquire into, the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument, certificate and/or document (including, for the avoidance of doubt, in connection with the Administrative Agent’s and/or the Swing Line Lender’s respective reliance on any Electronic Signature transmitted by telecopy, emailed in “.pdf” form or transmitted by any other electronic means). Each of the Administrative Agent and the Swing Line Lender shall be entitled to rely on, and shall incur no liability under, or in respect of, this Agreement or any other Loan Document by acting upon, any Communication or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).

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(3)Each Borrower and each other Executing Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement or any other Loan Document (or any other agreement(s), certificate(s), instrument(s) and/or document(s) executed in connection herewith or therewith) based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such other agreement(s), certificate(s), instrument(s) and/or document(s), and (ii) any claim against the Administrative Agent and/or any other Executing Party (and/or any of their respective Related Parties) for any liabilities arising solely from the Administrative Agent’s and/or any other Executing Party’s reliance on, or use of, Electronic Signatures, including, without limitation, any liabilities arising as a result of the failure of the Borrowers to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

SECTION 11.17    USA Patriot Act; Beneficial Ownership Regulation. Each Lender that is subject to the Patriot Act and the Administrative Agent (for itself, and not on behalf of any Lender) hereby notifies each Borrower that, pursuant to the requirements of the Patriot Act and, to the extent that any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Regulation, it is required to obtain, verify and record information that identifies each Borrower, which information includes the name and address of each Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Borrower in accordance with the Patriot Act and, to the extent that any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Regulation. Each Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and, to the extent that any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Beneficial Ownership Regulation.

SECTION 11.18    No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Joint Lead Arrangers, the Sustainability Coordinators and the Lenders are, in each case, arm’s-length commercial transactions between the Borrowers and their Affiliates, on the one hand, and the Administrative Agent, the Joint Lead Arrangers, the Sustainability Coordinators and the Lenders, as applicable, on the other hand, (ii) each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) each Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b) (i) the Administrative Agent, the Joint Lead Arrangers, the Sustainability Coordinators and the Lenders each is, and has been, acting solely as a principal, and, except as expressly agreed in writing by the relevant parties, has not been, is not and will not be acting as, an advisor, agent or fiduciary for any Borrower, any Affiliate of any Borrower or any other Person, and (ii) none of the Administrative Agent, the Joint Lead Arrangers, the Sustainability Coordinators and the Lenders has any obligation to any Borrower or any of its Affiliates with respect to the transactions contemplated hereby, except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, the Joint Lead Arrangers, the Sustainability Coordinators, the Lenders, and each of their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers and their Affiliates, and none of the Administrative Agent, the Joint Lead Arrangers, the Sustainability Coordinators and the Lenders has any obligation to disclose any of such interests to any Borrower or its Affiliates. To the fullest extent permitted by applicable Law, each Borrower hereby waives and releases any claims that it may have against the Administrative Agent, any Joint Lead Arranger, any Sustainability Coordinator or any Lender with respect to any breach, or alleged breach, of agency or fiduciary duty in connection with any aspect of any transactions contemplated hereby.

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SECTION 11.19    Pro Rata Shares of Obligations of Borrowers. Each Borrower shall be liable for its pro rata share of any payment to be made by the Borrowers under Section 3.01, Section 3.04, Section 3.05, and Section 11.04, such pro rata share to be determined on the basis of such Borrower’s Facility Percentage; provided, that, if, and to the extent that, any such liabilities are reasonably determined by the Borrowers (subject to the approval of the Administrative Agent, which approval shall not be unreasonably withheld, conditioned or delayed) to be directly attributable to a specific Borrower, only such Borrower shall be liable for such payments.

SECTION 11.20    Limitation of Liability. No shareholder or trustee of Eversource shall be held to any liability whatsoever for the payment of any sum of money, for damages or otherwise under any Loan Document, and such Loan Documents shall not be enforceable against any such shareholder or trustee in its, his or her individual capacity, and such Loan Documents shall be enforceable against the trustees of Eversource only in such trustee capacity, and every person, firm, association, trust or corporation having any claim or demand arising under such Loan Documents and relating to Eversource, its shareholders or trustees shall look solely to the trust estate of Eversource for the payment or satisfaction thereof.

SECTION 11.21    Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Solely to the extent that any Lender that is an Affected Financial Institution is party to this Agreement, and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent that such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority, and each party hereto agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder that may be payable to it by any Lender that is an Affected Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable, (i) a reduction, in full or in part, or cancellation of any such liability, (ii) a conversion of all, or a portion, of such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to, or otherwise conferred on, it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

SECTION 11.22    Acknowledgement Regarding any Supported QFCs.

(1)To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Obligation or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”; and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the U.S. Federal Deposit Insurance Corporation under the U.S. Federal Deposit Insurance Act and Title II of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder or in connection therewith, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the Laws of the State of New York and/or of the United States or any other state of the United States.

(2)In the event that a Covered Entity that is a party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the Laws of the United States or a state of the United States. In the event that a Covered Party, or a BHC Act Affiliate of a Covered Party, becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply

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to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

SECTION 11.23    Amendment, Restatement and Consolidation; Reallocation; New Lenders.

(1)Amendment, Restatement and Consolidation. Each of the parties hereto hereby agree that, on the Effective Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto or any other Person: (i) each of the Existing Credit Agreements shall be deemed to be amended and restated in their entirety and consolidated pursuant to this Agreement; (ii) all Obligations (as defined in either of the Existing Credit Agreements, as applicable) under either of the Existing Credit Agreements that are outstanding on the Effective Date shall, in all respects, be continuing and shall be deemed to constitute Obligations hereunder, except as expressly modified hereby, and this Agreement shall not constitute a novation of any such Obligations (as defined in either of the Existing Credit Agreements, as applicable) or of any of the respective rights, duties and/or obligations of any of the parties hereunder; and (iii) all references in the other Loan Documents to either of the Existing Credit Agreements shall be deemed (without further amendment) to refer to this Agreement.

(2)Reallocation. The Administrative Agent, the Borrowers and the Lenders each hereby acknowledge and agree that the Revolving Commitments of each Lender as set forth on Schedule 2.01 are the Revolving Commitments of such Lender as of the Effective Date, with the reallocation of Loans outstanding under the Revolving Commitments of the Lenders as they existed immediately prior to the Effective Date having been made per instructions from the Administrative Agent, and neither any Assignment and Assumption nor any other action(s) of any Person is required in order to give effect to such Revolving Commitments as set forth on Schedule 2.01.

(3)New Lenders. From and after the Effective Date, by execution of this Agreement, each Person identified as a “Lender” on each signature page hereto that is not already a Lender (as defined in either of the Existing Credit Agreements, as applicable) under either of the Existing Credit Agreements hereby acknowledges, agrees and confirms that, by its execution of this Agreement, such Person shall be deemed to be a party to this Agreement and a “Lender” for all purposes of this Agreement and the other Loan Documents, and such Person shall have all of the obligations of a Lender hereunder as if such Person had executed either of the Existing Credit Agreements and continued as a Lender hereunder on the Effective Date in accordance with the foregoing clause (a). Each such Person hereby ratifies, as of the Effective Date, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Lenders that are contained in this Agreement and each of the other Loan Documents.

[Remainder of Page Intentionally Left Blank; Signature Pages Intentionally Omitted]

XML

COVER PAGE - shares	9 Months Ended
	Sep. 30, 2022	Oct. 31, 2022
Document And Entity [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity Registrant Name	EVERSOURCE ENERGY
Entity Incorporation, State or Country Code	MA
Entity Address, Address Line One	300 Cadwell Drive
Entity Address, City or Town	Springfield
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01104
City Area Code	800
Local Phone Number	286-5000
Entity File Number	001-05324
Entity Tax Identification Number	04-2147929
Title of 12(b) Security	Common Shares, $5.00 par value per share
Trading Symbol	ES
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Smaller Reporting Company	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		348,307,416
Entity Central Index Key	0000072741
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
The Connecticut Light and Power Company
Document And Entity [Line Items]
Entity Registrant Name	THE CONNECTICUT LIGHT AND POWER COMPANY
Entity Incorporation, State or Country Code	CT
Entity Address, Address Line One	107 Selden Street
Entity Address, City or Town	Berlin
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06037-1616
City Area Code	800
Local Phone Number	286-5000
Entity File Number	000-00404
Entity Tax Identification Number	06-0303850
Entity Filer Category	Non-accelerated Filer
Entity Smaller Reporting Company	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		6,035,205
Entity Central Index Key	0000023426
Current Fiscal Year End Date	--12-31
NSTAR Electric Company
Document And Entity [Line Items]
Entity Registrant Name	NSTAR ELECTRIC COMPANY
Entity Incorporation, State or Country Code	MA
Entity Address, Address Line One	800 Boylston Street
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02199
City Area Code	800
Local Phone Number	286-5000
Entity File Number	001-02301
Entity Tax Identification Number	04-1278810
Entity Filer Category	Non-accelerated Filer
Entity Smaller Reporting Company	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		200
Entity Central Index Key	0000013372
Current Fiscal Year End Date	--12-31
Public Service Company of New Hampshire
Document And Entity [Line Items]
Entity Registrant Name	PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
Entity Incorporation, State or Country Code	NH
Entity Address, Address Line One	Energy Park
Entity Address, Address Line Two	780 North Commercial Street
Entity Address, City or Town	Manchester
Entity Address, State or Province	NH
Entity Address, Postal Zip Code	03101-1134
City Area Code	800
Local Phone Number	286-5000
Entity File Number	001-06392
Entity Tax Identification Number	02-0181050
Entity Filer Category	Non-accelerated Filer
Entity Smaller Reporting Company	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		301
Entity Central Index Key	0000315256
Current Fiscal Year End Date	--12-31

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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current Assets:
Cash	$ 45,716	$ 66,773
Cash Equivalents	440,000	0
Receivables, Net (net of allowance for uncollectible accounts)	1,453,785	1,226,069
Unbilled Revenues	181,176	210,879
Fuel, Materials, Supplies and REC Inventory	322,216	267,547
Regulatory Assets	1,143,646	1,129,093
Prepayments and Other Current Assets	333,115	369,759
Total Current Assets	3,919,654	3,270,120
Property, Plant and Equipment, Net	35,029,497	33,377,650
Deferred Debits and Other Assets:
Regulatory Assets	4,558,776	4,586,709
Goodwill	4,477,756	4,477,269
Investments in Unconsolidated Affiliates	2,053,404	1,436,293
Prepaid Pension and PBOP	561,012	271,987
Marketable Securities	377,183	460,347
Other Long-Term Assets	622,143	611,769
Total Deferred Debits and Other Assets	12,650,274	11,844,374
Total Assets	51,599,425	48,492,144
Current Liabilities:
Notes Payable	401,500	1,505,450
Long-Term Debt – Current Portion	1,610,468	1,193,097
Rate Reduction Bonds – Current Portion	43,210	43,210
Accounts Payable	1,459,606	1,672,230
Regulatory Liabilities	988,714	602,432
Other Current Liabilities	983,663	830,620
Total Current Liabilities	5,487,161	5,847,039
Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes	4,830,158	4,597,120
Regulatory Liabilities	3,901,106	3,866,251
Derivative Liabilities	164,253	235,387
Asset Retirement Obligations	505,937	500,111
Accrued Pension, SERP and PBOP	159,217	242,463
Other Long-Term Liabilities	874,391	971,080
Total Deferred Credits and Other Liabilities	10,435,062	10,412,412
Long-Term Debt	19,831,967	17,023,577
Rate Reduction Bonds	410,492	453,702
Noncontrolling Interest – Preferred Stock of Subsidiaries	155,570	155,570
Common Shareholders' Equity:
Common Shares	1,799,920	1,789,092
Capital Surplus, Paid In	8,327,477	8,098,514
Retained Earnings	5,429,076	5,005,391
Accumulated Other Comprehensive (Loss)/Income	(41,006)	(42,275)
Treasury Stock	(236,294)	(250,878)
Common Shareholders' Equity	15,279,173	14,599,844
Commitments and Contingencies (Note 9)
Total Liabilities and Capitalization	$ 51,599,425	$ 48,492,144

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Allowance for uncollectible accounts	$ 457,645	$ 417,406

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Operating Revenues	$ 3,215,645	$ 2,432,794	$ 9,259,596	$ 7,381,172
Operating Expenses:
Purchased Power, Fuel and Transmission	1,388,041	880,639	3,718,278	2,529,217
Operations and Maintenance	454,289	389,065	1,378,897	1,265,754
Depreciation	302,143	276,846	885,711	822,197
Amortization	111,287	45,236	418,644	158,860
Energy Efficiency Programs	162,545	143,796	498,708	460,814
Taxes Other Than Income Taxes	240,047	213,881	683,441	623,827
Total Operating Expenses	2,658,352	1,949,463	7,583,679	5,860,669
Operating Income/(Loss)	557,293	483,331	1,675,917	1,520,503
Interest Expense	178,174	147,962	491,509	431,162
Other Income, Net	89,831	43,768	255,253	124,588
Income Before Income Tax Expense	468,950	379,137	1,439,661	1,213,929
Income Tax Expense	117,661	94,091	349,305	294,461
Net Income	351,289	285,046	1,090,356	919,468
Net Income Attributable to Noncontrolling Interests	1,880	1,880	5,639	5,639
Net Income Attributable to Common Shareholders	$ 349,409	$ 283,166	$ 1,084,717	$ 913,829
Basic EPS (in dollars per share)	$ 1.01	$ 0.82	$ 3.13	$ 2.66
Diluted EPS (in dollars per share)	$ 1.00	$ 0.82	$ 3.13	$ 2.65
Weighted Average Common Shares Outstanding:
Basic (in shares)	347,297,411	344,023,846	346,115,823	343,848,905
Diluted (in shares)	347,762,693	344,669,782	346,573,101	344,480,056

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Statement of Comprehensive Income [Abstract]
Net Income	$ 351,289	$ 285,046	$ 1,090,356	$ 919,468
Other Comprehensive Income, Net of Tax:
Qualified Cash Flow Hedging Instruments	5	115	15	967
Changes in Unrealized Losses on Marketable Securities	(667)	(106)	(1,990)	(569)
Changes in Funded Status of Pension, SERP and PBOP Benefit Plans	2,520	2,468	3,244	4,148
Net OCI	1,858	2,477	1,269	4,546
Comprehensive Income Attributable to Noncontrolling Interests	(1,880)	(1,880)	(5,639)	(5,639)
Comprehensive Income Attributable to Common Shareholders	$ 351,267	$ 285,643	$ 1,085,986	$ 918,375

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CONDENSED CONSOLIDATED STATEMENTS OF COMMON SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Shares	Capital Surplus, Paid In	Retained Earnings	Accumulated Other Comprehensive Loss	Treasury Stock
Balance (in shares) at Dec. 31, 2020		342,954,023
Balance at Dec. 31, 2020	$ 14,063,566	$ 1,789,092	$ 8,015,663	$ 4,613,201	$ (76,411)	$ (277,979)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	368,023			368,023
Dividends on Common Stock	(206,913)			(206,913)
Dividends on Preferred Stock	(1,880)			(1,880)
Long-Term Incentive Plan Activity	(15,727)		(15,727)
Issuance of Treasury Shares (in shares)		480,275
Issuance of Treasury Shares	25,163		16,182			8,981
Other Comprehensive Income, Net of Tax	1,188				1,188
Balance (in shares) at Mar. 31, 2021		343,434,298
Balance at Mar. 31, 2021	14,233,420	$ 1,789,092	8,016,118	4,772,431	(75,223)	(268,998)
Balance (in shares) at Dec. 31, 2020		342,954,023
Balance at Dec. 31, 2020	14,063,566	$ 1,789,092	8,015,663	4,613,201	(76,411)	(277,979)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	919,468
Dividends on Preferred Stock	(5,600)
Other Comprehensive Income, Net of Tax	4,546
Balance (in shares) at Sep. 30, 2021		343,774,324
Balance at Sep. 30, 2021	14,411,611	$ 1,789,092	8,050,872	4,906,151	(71,865)	(262,639)
Balance (in shares) at Mar. 31, 2021		343,434,298
Balance at Mar. 31, 2021	14,233,420	$ 1,789,092	8,016,118	4,772,431	(75,223)	(268,998)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	266,400			266,400
Dividends on Common Stock	(206,893)			(206,893)
Dividends on Preferred Stock	(1,880)			(1,880)
Long-Term Incentive Plan Activity	6,162		6,162
Issuance of Treasury Shares (in shares)		166,805
Issuance of Treasury Shares	13,799		10,679			3,120
Other Comprehensive Income, Net of Tax	881				881
Balance (in shares) at Jun. 30, 2021		343,601,103
Balance at Jun. 30, 2021	14,311,889	$ 1,789,092	8,032,959	4,830,058	(74,342)	(265,878)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	285,046			285,046
Dividends on Common Stock	(207,073)			(207,073)
Dividends on Preferred Stock	(1,880)			(1,880)
Long-Term Incentive Plan Activity	6,478		6,478
Issuance of Treasury Shares (in shares)		173,221
Issuance of Treasury Shares	14,674		11,435			3,239
Other Comprehensive Income, Net of Tax	2,477				2,477
Balance (in shares) at Sep. 30, 2021		343,774,324
Balance at Sep. 30, 2021	$ 14,411,611	$ 1,789,092	8,050,872	4,906,151	(71,865)	(262,639)
Balance (in shares) at Dec. 31, 2021	344,403,196	344,403,196
Balance at Dec. 31, 2021	$ 14,599,844	$ 1,789,092	8,098,514	5,005,391	(42,275)	(250,878)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	445,326			445,326
Dividends on Common Stock	(219,768)			(219,768)
Dividends on Preferred Stock	(1,880)			(1,880)
Long-Term Incentive Plan Activity	(16,538)		(16,538)
Issuance of Treasury Shares (in shares)		447,076
Issuance of Treasury Shares	29,002		20,642			8,360
Other Comprehensive Income, Net of Tax	704				704
Balance (in shares) at Mar. 31, 2022		344,850,272
Balance at Mar. 31, 2022	$ 14,836,690	$ 1,789,092	8,102,618	5,229,069	(41,571)	(242,518)
Balance (in shares) at Dec. 31, 2021	344,403,196	344,403,196
Balance at Dec. 31, 2021	$ 14,599,844	$ 1,789,092	8,098,514	5,005,391	(42,275)	(250,878)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	1,090,356
Dividends on Preferred Stock	(5,600)
Other Comprehensive Income, Net of Tax	$ 1,269
Balance (in shares) at Sep. 30, 2022	347,348,749	347,348,749
Balance at Sep. 30, 2022	$ 15,279,173	$ 1,799,920	8,327,477	5,429,076	(41,006)	(236,294)
Balance (in shares) at Mar. 31, 2022		344,850,272
Balance at Mar. 31, 2022	14,836,690	$ 1,789,092	8,102,618	5,229,069	(41,571)	(242,518)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	293,742			293,742
Dividends on Common Stock	(219,877)			(219,877)
Dividends on Preferred Stock	(1,880)			(1,880)
Issuance of Common Shares (in shares)		1,392,804
Issuance of Common Shares	128,106	$ 6,964	121,142
Long-Term Incentive Plan Activity	9,070		9,070
Issuance of Treasury Shares (in shares)		167,953
Issuance of Treasury Shares	14,481		11,340			3,141
Capital Stock Expense	(1,824)		(1,824)
Other Comprehensive Income, Net of Tax	(1,293)				(1,293)
Balance (in shares) at Jun. 30, 2022		346,411,029
Balance at Jun. 30, 2022	$ 15,057,215	$ 1,796,056	8,242,346	5,301,054	(42,864)	(239,377)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Par value (in dollars per share)	$ 5
Net Income	$ 351,289			351,289
Dividends on Common Stock	(221,387)			(221,387)
Dividends on Preferred Stock	(1,880)			(1,880)
Issuance of Common Shares (in shares)		772,867
Issuance of Common Shares	71,799	$ 3,864	67,935
Long-Term Incentive Plan Activity	7,407		7,407
Issuance of Treasury Shares (in shares)		164,853
Issuance of Treasury Shares	13,845		10,762			3,083
Capital Stock Expense	(973)		(973)
Other Comprehensive Income, Net of Tax	$ 1,858				1,858
Balance (in shares) at Sep. 30, 2022	347,348,749	347,348,749
Balance at Sep. 30, 2022	$ 15,279,173	$ 1,799,920	$ 8,327,477	$ 5,429,076	$ (41,006)	$ (236,294)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Par value (in dollars per share)	$ 5

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CONDENSED CONSOLIDATED STATEMENTS OF COMMON SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares	3 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021
Statement of Stockholders' Equity [Abstract]
Dividends on Common Shares (in dollars per share)	$ 0.6375	$ 0.6375	$ 0.6375	$ 0.6025	$ 0.6025	$ 0.6025
Par value (in dollars per share)	$ 5	$ 5

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Operating Activities:
Net Income	$ 1,090,356	$ 919,468
Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
Depreciation	885,711	822,197
Deferred Income Taxes	170,752	191,346
Uncollectible Expense	40,753	39,690
Pension, SERP and PBOP Income, Net	(120,416)	(10,882)
Pension and PBOP Contributions	(80,000)	(140,000)
Regulatory (Under)/Over Recoveries, Net	(32,193)	87,455
(Customer Credits)/Reserve at CL&P related to PURA Settlement Agreement and Storm Performance Penalty	(72,041)	103,583
Amortization	418,644	158,860
Cost of Removal Expenditures	(284,706)	(138,730)
Other	(113,148)	(91,148)
Changes in Current Assets and Liabilities:
Receivables and Unbilled Revenues, Net	(294,383)	(158,205)
Taxes Receivable/Accrued, Net	160,260	44,003
Accounts Payable	11,821	(258,509)
Other Current Assets and Liabilities, Net	(92,506)	(48,855)
Net Cash Flows Provided by Operating Activities	1,688,904	1,520,273
Investing Activities:
Investments in Property, Plant and Equipment	(2,352,743)	(2,211,136)
Proceeds from Sales of Marketable Securities	340,660	334,619
Purchases of Marketable Securities	(313,714)	(313,961)
Investments in Unconsolidated Affiliates	(617,588)	(245,245)
Other Investing Activities	15,245	17,436
Net Cash Flows Used in Investing Activities	(2,928,140)	(2,418,287)
Financing Activities:
Issuance of Common Shares, Net of Issuance Costs	197,108	0
Cash Dividends on Common Shares	(643,634)	(603,611)
Cash Dividends on Preferred Stock	(5,639)	(5,639)
Decrease in Notes Payable	(1,103,950)	(458,325)
Repayment of Rate Reduction Bonds	(43,210)	(43,210)
Issuance of Long-Term Debt	4,045,000	3,150,000
Retirement of Long-Term Debt	(775,000)	(1,142,500)
Other Financing Activities	(50,191)	(45,522)
Net Cash Flows Provided by/(Used in) Financing Activities	1,620,484	851,193
Net Increase/(Decrease) in Cash, Cash Equivalents and Restricted Cash	381,248	(46,821)
Cash, Cash Equivalents and Restricted Cash - Beginning of Period	221,008	264,950
Cash, Cash Equivalents and Restricted Cash - End of Period	$ 602,256	$ 218,129

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THE CONNECTICUT LIGHT AND POWER COMPANY CONDENSED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current Assets:
Cash	$ 45,716	$ 66,773
Receivables, Net (net of allowance for uncollectible accounts)	1,453,785	1,226,069
Unbilled Revenues	181,176	210,879
Fuel, Materials, Supplies and REC Inventory	322,216	267,547
Regulatory Assets	1,143,646	1,129,093
Prepayments and Other Current Assets	333,115	369,759
Total Current Assets	3,919,654	3,270,120
Property, Plant and Equipment, Net	35,029,497	33,377,650
Deferred Debits and Other Assets:
Total Long-Term Regulatory Assets	4,558,776	4,586,709
Other Long-Term Assets	622,143	611,769
Total Deferred Debits and Other Assets	12,650,274	11,844,374
Total Assets	51,599,425	48,492,144
Current Liabilities:
Long-Term Debt – Current Portion	1,610,468	1,193,097
Accounts Payable	1,459,606	1,672,230
Regulatory Liabilities	988,714	602,432
Other Current Liabilities	983,663	830,620
Total Current Liabilities	5,487,161	5,847,039
Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes	4,830,158	4,597,120
Regulatory Liabilities	3,901,106	3,866,251
Derivative Liabilities	164,253	235,387
Other Long-Term Liabilities	874,391	971,080
Total Deferred Credits and Other Liabilities	10,435,062	10,412,412
Long-Term Debt	19,831,967	17,023,577
Noncontrolling Interest – Preferred Stock of Subsidiaries	155,570	155,570
Common Shareholders' Equity:
Capital Surplus, Paid In	8,327,477	8,098,514
Retained Earnings	5,429,076	5,005,391
Accumulated Other Comprehensive Income	(41,006)	(42,275)
Common Shareholders' Equity	15,279,173	14,599,844
Commitments and Contingencies (Note 9)
Total Liabilities and Capitalization	51,599,425	48,492,144
The Connecticut Light and Power Company
Current Assets:
Cash	14,289	55,804
Receivables, Net (net of allowance for uncollectible accounts)	645,489	447,774
Accounts Receivable from Affiliated Companies	76,512	43,944
Unbilled Revenues	49,511	56,787
Fuel, Materials, Supplies and REC Inventory	81,631	60,264
Regulatory Assets	305,556	371,609
Prepaid Property Taxes	79,067	24,261
Prepayments and Other Current Assets	37,667	95,996
Total Current Assets	1,289,722	1,156,439
Property, Plant and Equipment, Net	11,226,672	10,803,543
Deferred Debits and Other Assets:
Total Long-Term Regulatory Assets	1,632,875	1,713,161
Other Long-Term Assets	310,267	276,513
Total Deferred Debits and Other Assets	1,943,142	1,989,674
Total Assets	14,459,536	13,949,656
Current Liabilities:
Notes Payable to Eversource Parent	26,000	0
Long-Term Debt – Current Portion	400,000	0
Accounts Payable	439,249	533,454
Accounts Payable to Affiliated Companies	95,708	132,578
Regulatory Liabilities	434,465	266,489
Derivative Liabilities	78,564	73,528
Other Current Liabilities	209,253	141,955
Total Current Liabilities	1,683,239	1,148,004
Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes	1,562,256	1,562,102
Regulatory Liabilities	1,243,581	1,193,259
Derivative Liabilities	164,253	235,387
Other Long-Term Liabilities	175,733	179,824
Total Deferred Credits and Other Liabilities	3,145,823	3,170,572
Long-Term Debt	3,816,229	4,215,379
Noncontrolling Interest – Preferred Stock of Subsidiaries	116,200	116,200
Common Shareholders' Equity:
Common Shares	60,352	60,352
Capital Surplus, Paid In	3,210,765	3,010,765
Retained Earnings	2,426,765	2,228,133
Accumulated Other Comprehensive Income	163	251
Common Shareholders' Equity	5,698,045	5,299,501
Commitments and Contingencies (Note 9)
Total Liabilities and Capitalization	$ 14,459,536	$ 13,949,656

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THE CONNECTICUT LIGHT AND POWER COMPANY CONDENSED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Allowance for uncollectible accounts	$ 457,645	$ 417,406
The Connecticut Light and Power Company
Allowance for uncollectible accounts	$ 198,599	$ 181,319

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THE CONNECTICUT LIGHT AND POWER COMPANY CONDENSED STATEMENTS OF INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Operating Revenues	$ 3,215,645	$ 2,432,794	$ 9,259,596	$ 7,381,172
Operating Expenses:
Purchased Power, Fuel and Transmission	1,388,041	880,639	3,718,278	2,529,217
Operations and Maintenance	454,289	389,065	1,378,897	1,265,754
Depreciation	302,143	276,846	885,711	822,197
Energy Efficiency Programs	162,545	143,796	498,708	460,814
Taxes Other Than Income Taxes	240,047	213,881	683,441	623,827
Total Operating Expenses	2,658,352	1,949,463	7,583,679	5,860,669
Operating Income/(Loss)	557,293	483,331	1,675,917	1,520,503
Interest Expense	178,174	147,962	491,509	431,162
Other Income, Net	89,831	43,768	255,253	124,588
Income Before Income Tax Expense	468,950	379,137	1,439,661	1,213,929
Income Tax Expense	117,661	94,091	349,305	294,461
Net Income	351,289	285,046	1,090,356	919,468
The Connecticut Light and Power Company
Operating Revenues	1,369,101	919,643	3,690,614	2,736,513
Operating Expenses:
Purchased Power, Fuel and Transmission	641,052	392,301	1,585,515	1,073,712
Operations and Maintenance	189,864	137,816	515,928	465,630
Depreciation	89,468	85,304	264,966	253,132
Amortization of Regulatory Assets, Net	105,825	28,921	318,347	76,637
Energy Efficiency Programs	37,934	35,714	103,111	100,810
Taxes Other Than Income Taxes	104,298	99,901	290,449	275,178
Total Operating Expenses	1,168,441	779,957	3,078,316	2,245,099
Operating Income/(Loss)	200,660	139,686	612,298	491,414
Interest Expense	42,391	42,778	125,152	124,371
Other Income, Net	21,927	6,903	61,290	21,690
Income Before Income Tax Expense	180,196	103,811	548,436	388,733
Income Tax Expense	36,909	33,658	126,334	104,626
Net Income	$ 143,287	$ 70,153	$ 422,102	$ 284,107

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THE CONNECTICUT LIGHT AND POWER COMPANY CONDENSED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Net Income	$ 351,289	$ 285,046	$ 1,090,356	$ 919,468
Other Comprehensive Income, Net of Tax:
Qualified Cash Flow Hedging Instruments	5	115	15	967
Changes in Unrealized Losses on Marketable Securities	(667)	(106)	(1,990)	(569)
Net OCI	1,858	2,477	1,269	4,546
Comprehensive Income Attributable to Common Shareholders	351,267	285,643	1,085,986	918,375
The Connecticut Light and Power Company
Net Income	143,287	70,153	422,102	284,107
Other Comprehensive Income, Net of Tax:
Qualified Cash Flow Hedging Instruments	(7)	(7)	(20)	(20)
Changes in Unrealized Losses on Marketable Securities	(23)	(2)	(68)	(18)
Net OCI	(30)	(9)	(88)	(38)
Comprehensive Income Attributable to Common Shareholders	$ 143,257	$ 70,144	$ 422,014	$ 284,069

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THE CONNECTICUT LIGHT AND POWER COMPANY CONDENSED STATEMENTS OF COMMON STOCKHOLDER'S EQUITY - USD ($) $ in Thousands	Total	Common Stock	Capital Surplus, Paid In	Retained Earnings	Accumulated Other Comprehensive Loss	The Connecticut Light and Power Company	The Connecticut Light and Power Company Common Stock	The Connecticut Light and Power Company Capital Surplus, Paid In	The Connecticut Light and Power Company Retained Earnings	The Connecticut Light and Power Company Accumulated Other Comprehensive Loss
Balance (in shares) at Dec. 31, 2020		342,954,023					6,035,205
Balance at Dec. 31, 2020	$ 14,063,566	$ 1,789,092	$ 8,015,663	$ 4,613,201	$ (76,411)	$ 5,044,786	$ 60,352	$ 2,810,765	$ 2,173,367	$ 302
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	368,023			368,023		98,398			98,398
Dividends on Preferred Stock	(1,880)			(1,880)		(1,390)			(1,390)
Dividends on Common Stock	(206,913)			(206,913)		(70,100)			(70,100)
Other Comprehensive Income, Net of Tax	1,188				1,188	(32)				(32)
Balance (in shares) at Mar. 31, 2021		343,434,298					6,035,205
Balance at Mar. 31, 2021	14,233,420	$ 1,789,092	8,016,118	4,772,431	(75,223)	5,071,662	$ 60,352	2,810,765	2,200,275	270
Balance (in shares) at Dec. 31, 2020		342,954,023					6,035,205
Balance at Dec. 31, 2020	14,063,566	$ 1,789,092	8,015,663	4,613,201	(76,411)	5,044,786	$ 60,352	2,810,765	2,173,367	302
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	919,468					284,107
Dividends on Preferred Stock	(5,600)
Other Comprehensive Income, Net of Tax	4,546					(38)
Balance (in shares) at Sep. 30, 2021		343,774,324					6,035,205
Balance at Sep. 30, 2021	14,411,611	$ 1,789,092	8,050,872	4,906,151	(71,865)	5,114,385	$ 60,352	2,810,765	2,243,004	264
Balance (in shares) at Mar. 31, 2021		343,434,298					6,035,205
Balance at Mar. 31, 2021	14,233,420	$ 1,789,092	8,016,118	4,772,431	(75,223)	5,071,662	$ 60,352	2,810,765	2,200,275	270
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	266,400			266,400		115,556			115,556
Dividends on Preferred Stock	(1,880)			(1,880)		(1,390)			(1,390)
Dividends on Common Stock	(206,893)			(206,893)		(70,100)			(70,100)
Other Comprehensive Income, Net of Tax	881				881	3				3
Balance (in shares) at Jun. 30, 2021		343,601,103					6,035,205
Balance at Jun. 30, 2021	14,311,889	$ 1,789,092	8,032,959	4,830,058	(74,342)	5,115,731	$ 60,352	2,810,765	2,244,341	273
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	285,046			285,046		70,153			70,153
Dividends on Preferred Stock	(1,880)			(1,880)		(1,390)			(1,390)
Dividends on Common Stock	(207,073)			(207,073)		(70,100)			(70,100)
Other Comprehensive Income, Net of Tax	2,477				2,477	(9)				(9)
Balance (in shares) at Sep. 30, 2021		343,774,324					6,035,205
Balance at Sep. 30, 2021	$ 14,411,611	$ 1,789,092	8,050,872	4,906,151	(71,865)	5,114,385	$ 60,352	2,810,765	2,243,004	264
Balance (in shares) at Dec. 31, 2021	344,403,196	344,403,196					6,035,205
Balance at Dec. 31, 2021	$ 14,599,844	$ 1,789,092	8,098,514	5,005,391	(42,275)	5,299,501	$ 60,352	3,010,765	2,228,133	251
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	445,326			445,326		152,977			152,977
Dividends on Preferred Stock	(1,880)			(1,880)		(1,390)			(1,390)
Dividends on Common Stock	(219,768)			(219,768)		(73,100)			(73,100)
Capital Contributions from Eversource Parent						100,000		100,000
Other Comprehensive Income, Net of Tax	704				704	(35)				(35)
Balance (in shares) at Mar. 31, 2022		344,850,272					6,035,205
Balance at Mar. 31, 2022	$ 14,836,690	$ 1,789,092	8,102,618	5,229,069	(41,571)	5,477,953	$ 60,352	3,110,765	2,306,620	216
Balance (in shares) at Dec. 31, 2021	344,403,196	344,403,196					6,035,205
Balance at Dec. 31, 2021	$ 14,599,844	$ 1,789,092	8,098,514	5,005,391	(42,275)	5,299,501	$ 60,352	3,010,765	2,228,133	251
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	1,090,356					422,102
Dividends on Preferred Stock	(5,600)
Other Comprehensive Income, Net of Tax	$ 1,269					(88)
Balance (in shares) at Sep. 30, 2022	347,348,749	347,348,749					6,035,205
Balance at Sep. 30, 2022	$ 15,279,173	$ 1,799,920	8,327,477	5,429,076	(41,006)	5,698,045	$ 60,352	3,210,765	2,426,765	163
Balance (in shares) at Mar. 31, 2022		344,850,272					6,035,205
Balance at Mar. 31, 2022	14,836,690	$ 1,789,092	8,102,618	5,229,069	(41,571)	5,477,953	$ 60,352	3,110,765	2,306,620	216
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	293,742			293,742		125,838			125,838
Dividends on Preferred Stock	(1,880)			(1,880)		(1,390)			(1,390)
Dividends on Common Stock	(219,877)			(219,877)		(73,100)			(73,100)
Capital Contributions from Eversource Parent						100,000		100,000
Other Comprehensive Income, Net of Tax	(1,293)				(1,293)	(23)				(23)
Balance (in shares) at Jun. 30, 2022		346,411,029					6,035,205
Balance at Jun. 30, 2022	15,057,215	$ 1,796,056	8,242,346	5,301,054	(42,864)	5,629,278	$ 60,352	3,210,765	2,357,968	193
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	351,289			351,289		143,287			143,287
Dividends on Preferred Stock	(1,880)			(1,880)		(1,390)			(1,390)
Dividends on Common Stock	(221,387)			(221,387)		(73,100)			(73,100)
Other Comprehensive Income, Net of Tax	$ 1,858				1,858	(30)				(30)
Balance (in shares) at Sep. 30, 2022	347,348,749	347,348,749					6,035,205
Balance at Sep. 30, 2022	$ 15,279,173	$ 1,799,920	$ 8,327,477	$ 5,429,076	$ (41,006)	$ 5,698,045	$ 60,352	$ 3,210,765	$ 2,426,765	$ 163

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THE CONNECTICUT LIGHT AND POWER COMPANY CONDENSED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Operating Activities:
Net Income	$ 1,090,356	$ 919,468
Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
Depreciation	885,711	822,197
Deferred Income Taxes	170,752	191,346
Uncollectible Expense	40,753	39,690
Pension, SERP and PBOP (Income)/Expense, Net	(120,416)	(10,882)
Pension and PBOP Contributions	(80,000)	(140,000)
Regulatory (Under)/Over Recoveries, Net	(32,193)	87,455
(Customer Credits)/Reserve at CL&P related to PURA Settlement Agreement and Storm Performance Penalty	(72,041)	103,583
Cost of Removal Expenditures	(284,706)	(138,730)
Other	(113,148)	(91,148)
Changes in Current Assets and Liabilities:
Receivables and Unbilled Revenues, Net	(294,383)	(158,205)
Taxes Receivable/Accrued, Net	160,260	44,003
Accounts Payable	11,821	(258,509)
Other Current Assets and Liabilities, Net	(92,506)	(48,855)
Net Cash Flows Provided by Operating Activities	1,688,904	1,520,273
Investing Activities:
Investments in Property, Plant and Equipment	(2,352,743)	(2,211,136)
Other Investing Activities	15,245	17,436
Net Cash Flows Used in Investing Activities	(2,928,140)	(2,418,287)
Financing Activities:
Cash Dividends on Common Shares	(643,634)	(603,611)
Cash Dividends on Preferred Stock	(5,639)	(5,639)
Issuance of Long-Term Debt	4,045,000	3,150,000
Retirement of Long-Term Debt	(775,000)	(1,142,500)
Other Financing Activities	(50,191)	(45,522)
Net Cash Flows Provided by/(Used in) Financing Activities	1,620,484	851,193
Net Increase/(Decrease) in Cash, Cash Equivalents and Restricted Cash	381,248	(46,821)
Cash, Cash Equivalents and Restricted Cash - Beginning of Period	221,008	264,950
Cash, Cash Equivalents and Restricted Cash - End of Period	602,256	218,129
The Connecticut Light and Power Company
Operating Activities:
Net Income	422,102	284,107
Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
Depreciation	264,966	253,132
Deferred Income Taxes	(18,780)	77,147
Uncollectible Expense	10,816	10,183
Pension, SERP and PBOP (Income)/Expense, Net	(21,751)	4,478
Pension and PBOP Contributions	0	(78,913)
Regulatory (Under)/Over Recoveries, Net	(47,620)	(19,404)
(Customer Credits)/Reserve at CL&P related to PURA Settlement Agreement and Storm Performance Penalty	(72,041)	103,583
Amortization of Regulatory Assets, Net	318,347	76,637
Cost of Removal Expenditures	(54,145)	(54,264)
Other	(19,310)	(19,915)
Changes in Current Assets and Liabilities:
Receivables and Unbilled Revenues, Net	(271,658)	(165,423)
Taxes Receivable/Accrued, Net	106,737	45,762
Accounts Payable	273	(54,226)
Other Current Assets and Liabilities, Net	(63,682)	(12,315)
Net Cash Flows Provided by Operating Activities	554,254	450,569
Investing Activities:
Investments in Property, Plant and Equipment	(608,966)	(563,234)
Other Investing Activities	513	251
Net Cash Flows Used in Investing Activities	(608,453)	(562,983)
Financing Activities:
Cash Dividends on Common Shares	(219,300)	(210,300)
Cash Dividends on Preferred Stock	(4,169)	(4,169)
Capital Contributions from Eversource Parent	200,000	0
Issuance of Long-Term Debt	0	425,000
Retirement of Long-Term Debt	0	(120,500)
Increase in Notes Payable to Eversource Parent	26,000	0
Other Financing Activities	0	(5,664)
Net Cash Flows Provided by/(Used in) Financing Activities	2,531	84,367
Net Increase/(Decrease) in Cash, Cash Equivalents and Restricted Cash	(51,668)	(28,047)
Cash, Cash Equivalents and Restricted Cash - Beginning of Period	74,788	99,809
Cash, Cash Equivalents and Restricted Cash - End of Period	$ 23,120	$ 71,762

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NSTAR ELECTRIC COMPANY AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current Assets:
Cash	$ 45,716	$ 66,773
Cash Equivalents	440,000	0
Receivables, Net (net of allowance for uncollectible accounts)	1,453,785	1,226,069
Unbilled Revenues	181,176	210,879
Fuel, Materials, Supplies and REC Inventory	322,216	267,547
Regulatory Assets	1,143,646	1,129,093
Prepayments and Other Current Assets	333,115	369,759
Total Current Assets	3,919,654	3,270,120
Property, Plant and Equipment, Net	35,029,497	33,377,650
Deferred Debits and Other Assets:
Total Long-Term Regulatory Assets	4,558,776	4,586,709
Prepaid Pension and PBOP	561,012	271,987
Other Long-Term Assets	622,143	611,769
Total Deferred Debits and Other Assets	12,650,274	11,844,374
Total Assets	51,599,425	48,492,144
Current Liabilities:
Notes Payable	401,500	1,505,450
Long-Term Debt – Current Portion	1,610,468	1,193,097
Accounts Payable	1,459,606	1,672,230
Regulatory Liabilities	988,714	602,432
Other Current Liabilities	983,663	830,620
Total Current Liabilities	5,487,161	5,847,039
Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes	4,830,158	4,597,120
Regulatory Liabilities	3,901,106	3,866,251
Other Long-Term Liabilities	874,391	971,080
Total Deferred Credits and Other Liabilities	10,435,062	10,412,412
Long-Term Debt	19,831,967	17,023,577
Preferred Stock Not Subject to Mandatory Redemption	155,570	155,570
Common Shareholders' Equity:
Capital Surplus, Paid In	8,327,477	8,098,514
Retained Earnings	5,429,076	5,005,391
Accumulated Other Comprehensive Income	(41,006)	(42,275)
Common Shareholders' Equity	15,279,173	14,599,844
Commitments and Contingencies (Note 9)
Total Liabilities and Capitalization	51,599,425	48,492,144
NSTAR Electric Company
Current Assets:
Cash	13,581	745
Cash Equivalents	440,000	0
Receivables, Net (net of allowance for uncollectible accounts)	477,700	405,674
Accounts Receivable from Affiliated Companies	51,600	67,420
Unbilled Revenues	46,312	37,497
Fuel, Materials, Supplies and REC Inventory	90,456	116,712
Taxes Receivable	0	80,617
Regulatory Assets	387,333	443,956
Prepayments and Other Current Assets	25,898	22,397
Total Current Assets	1,532,880	1,175,018
Property, Plant and Equipment, Net	11,365,172	10,876,614
Deferred Debits and Other Assets:
Total Long-Term Regulatory Assets	1,257,884	1,135,231
Prepaid Pension and PBOP	519,059	441,426
Other Long-Term Assets	186,936	171,657
Total Deferred Debits and Other Assets	1,963,879	1,748,314
Total Assets	14,861,931	13,799,946
Current Liabilities:
Notes Payable	0	162,500
Notes Payable to Eversource Parent	2,800	0
Long-Term Debt – Current Portion	400,000	400,000
Accounts Payable	399,669	490,915
Accounts Payable to Affiliated Companies	97,940	129,575
Obligations to Third Party Suppliers	168,845	116,273
Renewable Portfolio Standards Compliance Obligations	83,616	100,200
Regulatory Liabilities	368,044	228,248
Other Current Liabilities	132,919	84,303
Total Current Liabilities	1,653,833	1,712,014
Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes	1,647,513	1,579,508
Regulatory Liabilities	1,595,754	1,559,072
Other Long-Term Liabilities	291,093	347,934
Total Deferred Credits and Other Liabilities	3,534,360	3,486,514
Long-Term Debt	4,424,765	3,585,399
Preferred Stock Not Subject to Mandatory Redemption	43,000	43,000
Common Shareholders' Equity:
Common Shares	0	0
Capital Surplus, Paid In	2,303,942	2,253,942
Retained Earnings	2,901,666	2,718,576
Accumulated Other Comprehensive Income	365	501
Common Shareholders' Equity	5,205,973	4,973,019
Commitments and Contingencies (Note 9)
Total Liabilities and Capitalization	$ 14,861,931	$ 13,799,946

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NSTAR ELECTRIC COMPANY AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Allowance for uncollectible accounts	$ 457,645	$ 417,406
NSTAR Electric
Allowance for uncollectible accounts	$ 99,533	$ 97,005

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NSTAR ELECTRIC COMPANY AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Operating Revenues	$ 3,215,645	$ 2,432,794	$ 9,259,596	$ 7,381,172
Operating Expenses:
Purchased Power, Fuel and Transmission	1,388,041	880,639	3,718,278	2,529,217
Operations and Maintenance	454,289	389,065	1,378,897	1,265,754
Depreciation	302,143	276,846	885,711	822,197
Energy Efficiency Programs	162,545	143,796	498,708	460,814
Taxes Other Than Income Taxes	240,047	213,881	683,441	623,827
Total Operating Expenses	2,658,352	1,949,463	7,583,679	5,860,669
Operating Income/(Loss)	557,293	483,331	1,675,917	1,520,503
Interest Expense	178,174	147,962	491,509	431,162
Other Income, Net	89,831	43,768	255,253	124,588
Income Before Income Tax Expense	468,950	379,137	1,439,661	1,213,929
Income Tax Expense	117,661	94,091	349,305	294,461
Net Income	351,289	285,046	1,090,356	919,468
NSTAR Electric Company
Operating Revenues	1,105,452	918,698	2,752,278	2,343,116
Operating Expenses:
Purchased Power, Fuel and Transmission	421,217	294,052	971,754	711,667
Operations and Maintenance	161,770	142,074	475,727	421,649
Depreciation	91,194	84,820	269,928	251,530
Amortization of Regulatory Assets, Net	15,940	8,073	65,307	23,963
Energy Efficiency Programs	105,708	86,699	255,230	226,071
Taxes Other Than Income Taxes	65,085	54,723	185,748	163,501
Total Operating Expenses	860,914	670,441	2,223,694	1,798,381
Operating Income/(Loss)	244,538	248,257	528,584	544,735
Interest Expense	41,829	37,329	119,035	106,829
Other Income, Net	37,895	20,215	101,385	58,941
Income Before Income Tax Expense	240,604	231,143	510,934	496,847
Income Tax Expense	52,520	53,692	110,674	114,560
Net Income	$ 188,084	$ 177,451	$ 400,260	$ 382,287

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NSTAR ELECTRIC COMPANY AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Net Income	$ 351,289	$ 285,046	$ 1,090,356	$ 919,468
Other Comprehensive Income, Net of Tax:
Changes in Funded Status of Pension, SERP and PBOP Benefit Plans	2,520	2,468	3,244	4,148
Qualified Cash Flow Hedging Instruments	5	115	15	967
Changes in Unrealized Losses on Marketable Securities	(667)	(106)	(1,990)	(569)
Net OCI	1,858	2,477	1,269	4,546
Comprehensive Income Attributable to Common Shareholders	351,267	285,643	1,085,986	918,375
NSTAR Electric Company
Net Income	188,084	177,451	400,260	382,287
Other Comprehensive Income, Net of Tax:
Changes in Funded Status of Pension, SERP and PBOP Benefit Plans	(61)	(40)	(132)	(122)
Qualified Cash Flow Hedging Instruments	5	5	15	293
Changes in Unrealized Losses on Marketable Securities	(6)	(1)	(19)	(5)
Net OCI	(62)	(36)	(136)	166
Comprehensive Income Attributable to Common Shareholders	$ 188,022	$ 177,415	$ 400,124	$ 382,453

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NSTAR ELECTRIC COMPANY AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDER'S EQUITY - USD ($) $ in Thousands	Total	Common Stock	Capital Surplus, Paid In	Retained Earnings	Accumulated Other Comprehensive Loss	NSTAR Electric	NSTAR Electric Common Stock	NSTAR Electric Capital Surplus, Paid In	NSTAR Electric Retained Earnings	NSTAR Electric Accumulated Other Comprehensive Loss
Balance (in shares) at Dec. 31, 2020		342,954,023					200
Balance at Dec. 31, 2020	$ 14,063,566	$ 1,789,092	$ 8,015,663	$ 4,613,201	$ (76,411)	$ 4,521,418	$ 0	$ 1,993,942	$ 2,527,167	$ 309
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	368,023			368,023		93,924			93,924
Dividends on Preferred Stock	(1,880)			(1,880)		(490)			(490)
Dividends on Common Stock	(206,913)			(206,913)		(206,400)			(206,400)
Other Comprehensive Loss	1,188				1,188	61				61
Balance (in shares) at Mar. 31, 2021		343,434,298					200
Balance at Mar. 31, 2021	14,233,420	$ 1,789,092	8,016,118	4,772,431	(75,223)	4,408,513	$ 0	1,993,942	2,414,201	370
Balance (in shares) at Dec. 31, 2020		342,954,023					200
Balance at Dec. 31, 2020	14,063,566	$ 1,789,092	8,015,663	4,613,201	(76,411)	4,521,418	$ 0	1,993,942	2,527,167	309
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	919,468					382,287
Dividends on Preferred Stock	(5,600)
Other Comprehensive Loss	4,546					166
Balance (in shares) at Sep. 30, 2021		343,774,324					200
Balance at Sep. 30, 2021	14,411,611	$ 1,789,092	8,050,872	4,906,151	(71,865)	4,679,201	$ 0	2,053,942	2,624,784	475
Balance (in shares) at Mar. 31, 2021		343,434,298					200
Balance at Mar. 31, 2021	14,233,420	$ 1,789,092	8,016,118	4,772,431	(75,223)	4,408,513	$ 0	1,993,942	2,414,201	370
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	266,400			266,400		110,912			110,912
Dividends on Preferred Stock	(1,880)			(1,880)		(490)			(490)
Dividends on Common Stock	(206,893)			(206,893)		(76,800)			(76,800)
Capital Contributions from Eversource Parent						60,000		60,000
Other Comprehensive Loss	881				881	141				141
Balance (in shares) at Jun. 30, 2021		343,601,103					200
Balance at Jun. 30, 2021	14,311,889	$ 1,789,092	8,032,959	4,830,058	(74,342)	4,502,276	$ 0	2,053,942	2,447,823	511
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	285,046			285,046		177,451			177,451
Dividends on Preferred Stock	(1,880)			(1,880)		(490)			(490)
Dividends on Common Stock	(207,073)			(207,073)
Other Comprehensive Loss	2,477				2,477	(36)				(36)
Balance (in shares) at Sep. 30, 2021		343,774,324					200
Balance at Sep. 30, 2021	$ 14,411,611	$ 1,789,092	8,050,872	4,906,151	(71,865)	4,679,201	$ 0	2,053,942	2,624,784	475
Balance (in shares) at Dec. 31, 2021	344,403,196	344,403,196					200
Balance at Dec. 31, 2021	$ 14,599,844	$ 1,789,092	8,098,514	5,005,391	(42,275)	4,973,019	$ 0	2,253,942	2,718,576	501
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	445,326			445,326		92,739			92,739
Dividends on Preferred Stock	(1,880)			(1,880)		(490)			(490)
Dividends on Common Stock	(219,768)			(219,768)		(71,900)			(71,900)
Other Comprehensive Loss	704				704	(47)				(47)
Balance (in shares) at Mar. 31, 2022		344,850,272					200
Balance at Mar. 31, 2022	$ 14,836,690	$ 1,789,092	8,102,618	5,229,069	(41,571)	4,993,321	$ 0	2,253,942	2,738,925	454
Balance (in shares) at Dec. 31, 2021	344,403,196	344,403,196					200
Balance at Dec. 31, 2021	$ 14,599,844	$ 1,789,092	8,098,514	5,005,391	(42,275)	4,973,019	$ 0	2,253,942	2,718,576	501
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	1,090,356					400,260
Dividends on Preferred Stock	(5,600)
Other Comprehensive Loss	$ 1,269					(136)
Balance (in shares) at Sep. 30, 2022	347,348,749	347,348,749					200
Balance at Sep. 30, 2022	$ 15,279,173	$ 1,799,920	8,327,477	5,429,076	(41,006)	5,205,973	$ 0	2,303,942	2,901,666	365
Balance (in shares) at Mar. 31, 2022		344,850,272					200
Balance at Mar. 31, 2022	14,836,690	$ 1,789,092	8,102,618	5,229,069	(41,571)	4,993,321	$ 0	2,253,942	2,738,925	454
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	293,742			293,742		119,437			119,437
Dividends on Preferred Stock	(1,880)			(1,880)		(490)			(490)
Dividends on Common Stock	(219,877)			(219,877)		(71,900)			(71,900)
Capital Contributions from Eversource Parent						50,000		50,000
Other Comprehensive Loss	(1,293)				(1,293)	(27)				(27)
Balance (in shares) at Jun. 30, 2022		346,411,029					200
Balance at Jun. 30, 2022	15,057,215	$ 1,796,056	8,242,346	5,301,054	(42,864)	5,090,341	$ 0	2,303,942	2,785,972	427
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	351,289			351,289		188,084			188,084
Dividends on Preferred Stock	(1,880)			(1,880)		(490)			(490)
Dividends on Common Stock	(221,387)			(221,387)		(71,900)			(71,900)
Other Comprehensive Loss	$ 1,858				1,858	(62)				(62)
Balance (in shares) at Sep. 30, 2022	347,348,749	347,348,749					200
Balance at Sep. 30, 2022	$ 15,279,173	$ 1,799,920	$ 8,327,477	$ 5,429,076	$ (41,006)	$ 5,205,973	$ 0	$ 2,303,942	$ 2,901,666	$ 365

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NSTAR ELECTRIC COMPANY AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Operating Activities:
Net Income	$ 1,090,356	$ 919,468
Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
Depreciation	885,711	822,197
Deferred Income Taxes	170,752	191,346
Uncollectible Expense	40,753	39,690
Pension, SERP and PBOP Income, Net	(120,416)	(10,882)
Pension and PBOP Contributions	(80,000)	(140,000)
Regulatory (Under)/Over Recoveries, Net	(32,193)	87,455
Cost of Removal Expenditures	(284,706)	(138,730)
Other	(113,148)	(91,148)
Changes in Current Assets and Liabilities:
Receivables and Unbilled Revenues, Net	(294,383)	(158,205)
Taxes Receivable/Accrued, Net	160,260	44,003
Accounts Payable	11,821	(258,509)
Other Current Assets and Liabilities, Net	(92,506)	(48,855)
Net Cash Flows Provided by Operating Activities	1,688,904	1,520,273
Investing Activities:
Investments in Property, Plant and Equipment	(2,352,743)	(2,211,136)
Other Investing Activities	15,245	17,436
Net Cash Flows Used in Investing Activities	(2,928,140)	(2,418,287)
Financing Activities:
Cash Dividends on Common Shares	(643,634)	(603,611)
Cash Dividends on Preferred Stock	(5,639)	(5,639)
Issuance of Long-Term Debt	4,045,000	3,150,000
Retirement of Long-Term Debt	(775,000)	(1,142,500)
Decrease in Notes Payable	(1,103,950)	(458,325)
Other Financing Activities	(50,191)	(45,522)
Net Cash Flows Provided by/(Used in) Financing Activities	1,620,484	851,193
Net Increase/(Decrease) in Cash, Cash Equivalents and Restricted Cash	381,248	(46,821)
Cash, Cash Equivalents and Restricted Cash - Beginning of Period	221,008	264,950
Cash, Cash Equivalents and Restricted Cash - End of Period	602,256	218,129
NSTAR Electric
Operating Activities:
Net Income	400,260	382,287
Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
Depreciation	269,928	251,530
Deferred Income Taxes	34,025	12,905
Uncollectible Expense	12,159	12,477
Pension, SERP and PBOP Income, Net	(41,790)	(19,627)
Pension and PBOP Contributions	(15,000)	(10,000)
Regulatory (Under)/Over Recoveries, Net	(36,203)	86,111
Amortization of Regulatory Assets, Net	65,307	23,963
Cost of Removal Expenditures	(33,467)	(36,521)
Payment of Withheld Property Taxes	(76,084)	0
Other	(8,961)	(34,484)
Changes in Current Assets and Liabilities:
Receivables and Unbilled Revenues, Net	(67,950)	(110,336)
Taxes Receivable/Accrued, Net	122,467	109,561
Accounts Payable	(55,676)	(85,431)
Other Current Assets and Liabilities, Net	65,609	34,905
Net Cash Flows Provided by Operating Activities	634,624	617,340
Investing Activities:
Investments in Property, Plant and Equipment	(691,940)	(675,245)
Other Investing Activities	143	70
Net Cash Flows Used in Investing Activities	(691,797)	(675,175)
Financing Activities:
Cash Dividends on Common Shares	(215,700)	(283,200)
Cash Dividends on Preferred Stock	(1,470)	(1,470)
Issuance of Long-Term Debt	850,000	600,000
Retirement of Long-Term Debt	0	(250,000)
Capital Contributions from Eversource Parent	50,000	60,000
Increase in Notes Payable to Eversource Parent	2,800	3,300
Decrease in Notes Payable	(162,500)	(57,000)
Other Financing Activities	(13,191)	(10,367)
Net Cash Flows Provided by/(Used in) Financing Activities	509,939	61,263
Net Increase/(Decrease) in Cash, Cash Equivalents and Restricted Cash	452,766	3,428
Cash, Cash Equivalents and Restricted Cash - Beginning of Period	18,179	17,410
Cash, Cash Equivalents and Restricted Cash - End of Period	$ 470,945	$ 20,838

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PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current Assets:
Cash	$ 45,716	$ 66,773
Receivables, Net (net of allowance for uncollectible accounts)	1,453,785	1,226,069
Unbilled Revenues	181,176	210,879
Fuel, Materials, Supplies and REC Inventory	322,216	267,547
Regulatory Assets	1,143,646	1,129,093
Prepayments and Other Current Assets	333,115	369,759
Total Current Assets	3,919,654	3,270,120
Property, Plant and Equipment, Net	35,029,497	33,377,650
Deferred Debits and Other Assets:
Total Long-Term Regulatory Assets	4,558,776	4,586,709
Other Long-Term Assets	622,143	611,769
Total Deferred Debits and Other Assets	12,650,274	11,844,374
Total Assets	51,599,425	48,492,144
Current Liabilities:
Rate Reduction Bonds – Current Portion	43,210	43,210
Accounts Payable	1,459,606	1,672,230
Regulatory Liabilities	988,714	602,432
Other Current Liabilities	983,663	830,620
Total Current Liabilities	5,487,161	5,847,039
Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes	4,830,158	4,597,120
Regulatory Liabilities	3,901,106	3,866,251
Other Long-Term Liabilities	874,391	971,080
Total Deferred Credits and Other Liabilities	10,435,062	10,412,412
Long-Term Debt	19,831,967	17,023,577
Rate Reduction Bonds	410,492	453,702
Common Shareholders' Equity:
Capital Surplus, Paid In	8,327,477	8,098,514
Retained Earnings	5,429,076	5,005,391
Accumulated Other Comprehensive (Loss)/Income	(41,006)	(42,275)
Common Shareholders' Equity	15,279,173	14,599,844
Commitments and Contingencies (Note 9)
Total Liabilities and Capitalization	51,599,425	48,492,144
PSNH
Current Assets:
Cash	2,171	15
Receivables, Net (net of allowance for uncollectible accounts)	180,790	124,232
Accounts Receivable from Affiliated Companies	14,418	17,156
Unbilled Revenues	59,715	53,937
Fuel, Materials, Supplies and REC Inventory	38,041	25,930
Regulatory Assets	110,111	107,169
Special Deposits	18,721	31,390
Prepayments and Other Current Assets	3,789	22,109
Total Current Assets	427,756	381,938
Property, Plant and Equipment, Net	3,917,559	3,656,462
Deferred Debits and Other Assets:
Total Long-Term Regulatory Assets	618,720	679,182
Other Long-Term Assets	25,651	23,202
Total Deferred Debits and Other Assets	644,371	702,384
Total Assets	4,989,686	4,740,784
Current Liabilities:
Notes Payable to Eversource Parent	139,700	110,600
Rate Reduction Bonds – Current Portion	43,210	43,210
Accounts Payable	162,643	166,452
Accounts Payable to Affiliated Companies	27,032	43,485
Regulatory Liabilities	185,092	120,176
Other Current Liabilities	69,801	63,005
Total Current Liabilities	627,478	546,928
Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes	534,875	537,978
Regulatory Liabilities	381,294	381,366
Other Long-Term Liabilities	42,453	64,264
Total Deferred Credits and Other Liabilities	958,622	983,608
Long-Term Debt	1,164,427	1,163,833
Rate Reduction Bonds	410,492	453,702
Common Shareholders' Equity:
Common Shares	0	0
Capital Surplus, Paid In	1,268,134	1,088,134
Retained Earnings	560,627	504,556
Accumulated Other Comprehensive (Loss)/Income	(94)	23
Common Shareholders' Equity	1,828,667	1,592,713
Commitments and Contingencies (Note 9)
Total Liabilities and Capitalization	$ 4,989,686	$ 4,740,784

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PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Allowance for uncollectible accounts	$ 457,645	$ 417,406
PSNH
Allowance for uncollectible accounts	$ 28,820	$ 24,331

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PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Operating Revenues	$ 3,215,645	$ 2,432,794	$ 9,259,596	$ 7,381,172
Operating Expenses:
Purchased Power, Fuel and Transmission	1,388,041	880,639	3,718,278	2,529,217
Operations and Maintenance	454,289	389,065	1,378,897	1,265,754
Depreciation	302,143	276,846	885,711	822,197
Energy Efficiency Programs	162,545	143,796	498,708	460,814
Taxes Other Than Income Taxes	240,047	213,881	683,441	623,827
Total Operating Expenses	2,658,352	1,949,463	7,583,679	5,860,669
Operating Income/(Loss)	557,293	483,331	1,675,917	1,520,503
Interest Expense	178,174	147,962	491,509	431,162
Other Income, Net	89,831	43,768	255,253	124,588
Income Before Income Tax Expense	468,950	379,137	1,439,661	1,213,929
Income Tax Expense	117,661	94,091	349,305	294,461
Net Income	351,289	285,046	1,090,356	919,468
PSNH
Operating Revenues	430,642	314,893	1,077,124	887,177
Operating Expenses:
Purchased Power, Fuel and Transmission	215,360	107,353	452,007	279,475
Operations and Maintenance	67,811	57,041	194,114	168,242
Depreciation	32,187	30,169	94,997	89,462
Amortization of Regulatory Assets, Net	7,398	17,922	43,449	62,744
Energy Efficiency Programs	11,142	10,762	28,678	30,475
Taxes Other Than Income Taxes	25,331	24,038	73,377	69,639
Total Operating Expenses	359,229	247,285	886,622	700,037
Operating Income/(Loss)	71,413	67,608	190,502	187,140
Interest Expense	15,030	14,321	43,432	42,774
Other Income, Net	8,073	3,171	23,365	11,598
Income Before Income Tax Expense	64,456	56,458	170,435	155,964
Income Tax Expense	13,009	12,315	36,364	32,512
Net Income	$ 51,447	$ 44,143	$ 134,071	$ 123,452

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PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Net Income	$ 351,289	$ 285,046	$ 1,090,356	$ 919,468
Other Comprehensive Income, Net of Tax:
Qualified Cash Flow Hedging Instruments	5	115	15	967
Changes in Unrealized Losses on Marketable Securities	(667)	(106)	(1,990)	(569)
Net OCI	1,858	2,477	1,269	4,546
Comprehensive Income Attributable to Common Shareholders	351,267	285,643	1,085,986	918,375
PSNH
Net Income	51,447	44,143	134,071	123,452
Other Comprehensive Income, Net of Tax:
Qualified Cash Flow Hedging Instruments	0	109	0	673
Changes in Unrealized Losses on Marketable Securities	(39)	(6)	(117)	(33)
Net OCI	(39)	103	(117)	640
Comprehensive Income Attributable to Common Shareholders	$ 51,408	$ 44,246	$ 133,954	$ 124,092

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PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDER'S EQUITY - USD ($) $ in Thousands	Total	Common Stock	Capital Surplus, Paid In	Retained Earnings	Accumulated Other Comprehensive Income/(Loss)	PSNH	PSNH Common Stock	PSNH Capital Surplus, Paid In	PSNH Retained Earnings	PSNH Accumulated Other Comprehensive Income/(Loss)
Balance (in shares) at Dec. 31, 2020		342,954,023					301
Balance at Dec. 31, 2020	$ 14,063,566	$ 1,789,092	$ 8,015,663	$ 4,613,201	$ (76,411)	$ 1,542,539	$ 0	$ 928,134	$ 615,018	$ (613)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	368,023			368,023		44,676			44,676
Dividends on Common Stock	(206,913)			(206,913)		(25,200)			(25,200)
Other Comprehensive Income, Net of Tax	1,188				1,188	255				255
Balance (in shares) at Mar. 31, 2021		343,434,298					301
Balance at Mar. 31, 2021	14,233,420	$ 1,789,092	8,016,118	4,772,431	(75,223)	1,562,270	$ 0	928,134	634,494	(358)
Balance (in shares) at Dec. 31, 2020		342,954,023					301
Balance at Dec. 31, 2020	14,063,566	$ 1,789,092	8,015,663	4,613,201	(76,411)	1,542,539	$ 0	928,134	615,018	(613)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	919,468					123,452
Other Comprehensive Income, Net of Tax	4,546					640
Balance (in shares) at Sep. 30, 2021		343,774,324					301
Balance at Sep. 30, 2021	14,411,611	$ 1,789,092	8,050,872	4,906,151	(71,865)	1,591,031	$ 0	1,088,134	502,870	27
Balance (in shares) at Mar. 31, 2021		343,434,298					301
Balance at Mar. 31, 2021	14,233,420	$ 1,789,092	8,016,118	4,772,431	(75,223)	1,562,270	$ 0	928,134	634,494	(358)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	266,400			266,400		34,633			34,633
Dividends on Common Stock	(206,893)			(206,893)		(185,200)			(185,200)
Capital Contributions from Eversource Parent						160,000		160,000
Other Comprehensive Income, Net of Tax	881				881	282				282
Balance (in shares) at Jun. 30, 2021		343,601,103					301
Balance at Jun. 30, 2021	14,311,889	$ 1,789,092	8,032,959	4,830,058	(74,342)	1,571,985	$ 0	1,088,134	483,927	(76)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	285,046			285,046		44,143			44,143
Dividends on Common Stock	(207,073)			(207,073)		(25,200)			(25,200)
Other Comprehensive Income, Net of Tax	2,477				2,477	103				103
Balance (in shares) at Sep. 30, 2021		343,774,324					301
Balance at Sep. 30, 2021	$ 14,411,611	$ 1,789,092	8,050,872	4,906,151	(71,865)	1,591,031	$ 0	1,088,134	502,870	27
Balance (in shares) at Dec. 31, 2021	344,403,196	344,403,196					301
Balance at Dec. 31, 2021	$ 14,599,844	$ 1,789,092	8,098,514	5,005,391	(42,275)	1,592,713	$ 0	1,088,134	504,556	23
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	445,326			445,326		45,586			45,586
Dividends on Common Stock	(219,768)			(219,768)		(26,000)			(26,000)
Other Comprehensive Income, Net of Tax	704				704	(48)				(48)
Balance (in shares) at Mar. 31, 2022		344,850,272					301
Balance at Mar. 31, 2022	$ 14,836,690	$ 1,789,092	8,102,618	5,229,069	(41,571)	1,612,251	$ 0	1,088,134	524,142	(25)
Balance (in shares) at Dec. 31, 2021	344,403,196	344,403,196					301
Balance at Dec. 31, 2021	$ 14,599,844	$ 1,789,092	8,098,514	5,005,391	(42,275)	1,592,713	$ 0	1,088,134	504,556	23
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	1,090,356					134,071
Other Comprehensive Income, Net of Tax	$ 1,269					(117)
Balance (in shares) at Sep. 30, 2022	347,348,749	347,348,749					301
Balance at Sep. 30, 2022	$ 15,279,173	$ 1,799,920	8,327,477	5,429,076	(41,006)	1,828,667	$ 0	1,268,134	560,627	(94)
Balance (in shares) at Mar. 31, 2022		344,850,272					301
Balance at Mar. 31, 2022	14,836,690	$ 1,789,092	8,102,618	5,229,069	(41,571)	1,612,251	$ 0	1,088,134	524,142	(25)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	293,742			293,742		37,038			37,038
Dividends on Common Stock	(219,877)			(219,877)		(26,000)			(26,000)
Capital Contributions from Eversource Parent						180,000		180,000
Other Comprehensive Income, Net of Tax	(1,293)				(1,293)	(30)				(30)
Balance (in shares) at Jun. 30, 2022		346,411,029					301
Balance at Jun. 30, 2022	15,057,215	$ 1,796,056	8,242,346	5,301,054	(42,864)	1,803,259	$ 0	1,268,134	535,180	(55)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	351,289			351,289		51,447			51,447
Dividends on Common Stock	(221,387)			(221,387)		(26,000)			(26,000)
Other Comprehensive Income, Net of Tax	$ 1,858				1,858	(39)				(39)
Balance (in shares) at Sep. 30, 2022	347,348,749	347,348,749					301
Balance at Sep. 30, 2022	$ 15,279,173	$ 1,799,920	$ 8,327,477	$ 5,429,076	$ (41,006)	$ 1,828,667	$ 0	$ 1,268,134	$ 560,627	$ (94)

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PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Operating Activities:
Net Income	$ 1,090,356	$ 919,468
Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
Depreciation	885,711	822,197
Deferred Income Taxes	170,752	191,346
Uncollectible Expense	40,753	39,690
Pension, SERP and PBOP Income, Net	(120,416)	(10,882)
Regulatory Over/(Underrecoveries), Net	(32,193)	87,455
Cost of Removal Expenditures	(284,706)	(138,730)
Other	(113,148)	(91,148)
Changes in Current Assets and Liabilities:
Receivables and Unbilled Revenues, Net	(294,383)	(158,205)
Taxes Receivable/Accrued, Net	160,260	44,003
Accounts Payable	11,821	(258,509)
Other Current Assets and Liabilities, Net	(92,506)	(48,855)
Net Cash Flows Provided by Operating Activities	1,688,904	1,520,273
Investing Activities:
Investments in Property, Plant and Equipment	(2,352,743)	(2,211,136)
Other Investing Activities	15,245	17,436
Net Cash Flows Used in Investing Activities	(2,928,140)	(2,418,287)
Financing Activities:
Cash Dividends on Common Shares	(643,634)	(603,611)
Issuance of Long-Term Debt	4,045,000	3,150,000
Retirement of Long-Term Debt	(775,000)	(1,142,500)
Repayment of Rate Reduction Bonds	(43,210)	(43,210)
Other Financing Activities	(50,191)	(45,522)
Net Cash Flows Provided by/(Used in) Financing Activities	1,620,484	851,193
Net Increase/(Decrease) in Cash, Cash Equivalents and Restricted Cash	381,248	(46,821)
Cash, Cash Equivalents and Restricted Cash - Beginning of Period	221,008	264,950
Cash, Cash Equivalents and Restricted Cash - End of Period	602,256	218,129
PSNH
Operating Activities:
Net Income	134,071	123,452
Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
Depreciation	94,997	89,462
Deferred Income Taxes	(12,212)	(13,385)
Uncollectible Expense	8,060	4,381
Pension, SERP and PBOP Income, Net	(12,269)	(2,664)
Regulatory Over/(Underrecoveries), Net	63,423	29,029
Amortization of Regulatory Assets, Net	43,449	62,744
Cost of Removal Expenditures	(25,682)	(19,988)
Other	10,317	(2,750)
Changes in Current Assets and Liabilities:
Receivables and Unbilled Revenues, Net	(66,751)	(25,607)
Taxes Receivable/Accrued, Net	20,986	22,286
Accounts Payable	(3,969)	(42,654)
Other Current Assets and Liabilities, Net	(7,681)	12,866
Net Cash Flows Provided by Operating Activities	246,739	237,172
Investing Activities:
Investments in Property, Plant and Equipment	(346,318)	(217,414)
Other Investing Activities	879	431
Net Cash Flows Used in Investing Activities	(345,439)	(216,983)
Financing Activities:
Cash Dividends on Common Shares	(78,000)	(235,600)
Capital Contributions from Eversource Parent	180,000	160,000
Issuance of Long-Term Debt	0	350,000
Retirement of Long-Term Debt	0	(282,000)
Repayment of Rate Reduction Bonds	(43,210)	(43,210)
Increase in Notes Payable to Eversource Parent	29,100	20,200
Other Financing Activities	(70)	(2,961)
Net Cash Flows Provided by/(Used in) Financing Activities	87,820	(33,571)
Net Increase/(Decrease) in Cash, Cash Equivalents and Restricted Cash	(10,880)	(13,382)
Cash, Cash Equivalents and Restricted Cash - Beginning of Period	35,126	39,555
Cash, Cash Equivalents and Restricted Cash - End of Period	$ 24,246	$ 26,173

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.    Basis of Presentation

Eversource Energy is a public utility holding company primarily engaged, through its wholly-owned regulated utility subsidiaries, in the energy delivery business.  Eversource Energy's wholly-owned regulated utility subsidiaries consist of CL&P, NSTAR Electric and PSNH (electric utilities), Yankee Gas, NSTAR Gas and EGMA (natural gas utilities), and Aquarion (water utilities). Eversource provides energy delivery and/or water service to approximately 4.4 million electric, natural gas and water customers through twelve regulated utilities in Connecticut, Massachusetts and New Hampshire.

The unaudited condensed consolidated financial statements of Eversource, NSTAR Electric and PSNH include the accounts of each of their respective subsidiaries.  Intercompany transactions have been eliminated in consolidation.  The accompanying unaudited condensed consolidated financial statements of Eversource, NSTAR Electric and PSNH and the unaudited condensed financial statements of CL&P are herein collectively referred to as the "financial statements."

The combined notes to the financial statements have been prepared pursuant to the rules and regulations of the SEC.  Certain information and footnote disclosures included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations.  The accompanying financial statements should be read in conjunction with the Combined Notes to Financial Statements included in Item 8, "Financial Statements and Supplementary Data," of the Eversource 2021 Form 10-K, which was filed with the SEC on February 17, 2022. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

The financial statements contain, in the opinion of management, all adjustments (including normal, recurring adjustments) necessary to present fairly Eversource's, CL&P's, NSTAR Electric's and PSNH's financial position as of September 30, 2022 and December 31, 2021, and the results of operations, comprehensive income and common shareholders' equity for the three and nine months ended September 30, 2022 and 2021 and the cash flows for the nine months ended September 30, 2022 and 2021. The results of operations and comprehensive income for the three and nine months ended September 30, 2022 and 2021 and the cash flows for the nine months ended September 30, 2022 and 2021 are not necessarily indicative of the results expected for a full year.  

CYAPC and YAEC are inactive regional nuclear power companies engaged in the long-term storage of their spent nuclear fuel. Eversource consolidates the operations of CYAPC and YAEC because CL&P's, NSTAR Electric's and PSNH's combined ownership and voting interests in each of these entities is greater than 50 percent.  Intercompany transactions between CL&P, NSTAR Electric, PSNH and the CYAPC and YAEC companies have been eliminated in consolidation of the Eversource financial statements.

Eversource holds several equity ownership interests that are not consolidated and are accounted for under the equity method.

Eversource's utility subsidiaries' electric, natural gas and water distribution and transmission businesses are subject to rate-regulation that is based on cost recovery and meets the criteria for application of accounting guidance for entities with rate-regulated operations, which considers the effect of regulation on the differences in the timing of the recognition of certain revenues and expenses from those of other businesses and industries. See Note 2, "Regulatory Accounting," for further information.

Certain reclassifications of prior period data were made in the accompanying financial statements to conform to the current period presentation.

B.    Allowance for Uncollectible Accounts

Receivables, Net on the balance sheets primarily includes trade receivables from retail customers and customers related to wholesale transmission contracts, wholesale market sales, sales of RECs, and property rentals. Receivables, Net also includes customer receivables for the purchase of electricity from a competitive third party supplier, the current portion of customer energy efficiency loans, property damage receivables and other miscellaneous receivables. There is no material concentration of receivables. Receivables are recorded at amortized cost, net of a credit loss provision (or allowance for uncollectible accounts).

Receivables are presented net of expected credit losses at estimated net realizable value by maintaining an allowance for uncollectible accounts. The current expected credit loss (CECL) model is applied to receivables for purposes of calculating the allowance for uncollectible accounts. This model is based on expected losses and results in the recognition of estimated expected credit losses, including uncollectible amounts for both billed and unbilled revenues, over the life of the receivable at the time a receivable is recorded.

The allowance for uncollectible accounts is determined based upon a variety of judgments and factors, including an aging-based quantitative assessment that applies an estimated uncollectible percentage to each receivable aging category.  Factors in determining credit loss include historical collection, write-off experience, analysis of delinquency statistics, and management's assessment of collectability from customers, including current conditions, customer payment trends, the impact on customer bills because of energy usage trends and changes in rates, flexible payment plans and financial hardship arrearage management programs being offered to customers, reasonable forecasts, and expectations of future collectability and collection efforts. Management continuously assesses the collectability of receivables and adjusts estimates based on actual experience and future expectations based on economic conditions, collection efforts and other factors.  Management also monitors the aging analysis of receivables to determine if there are changes in the collections of accounts receivable. Receivable balances are written off against the allowance for uncollectible accounts when the customer accounts are no longer in service and these balances are deemed to be uncollectible. Management concluded that the reserve balance as of September 30, 2022 adequately reflected the collection risk and net realizable value for its receivables.

As of September 30, 2022 and December 31, 2021, the total amount incurred as a result of COVID-19 included in the allowance for uncollectible accounts was $55.5 million and $55.3 million at Eversource, $19.7 million and $23.9 million at CL&P, and $4.1 million and $9.0 million at NSTAR Electric, respectively. At our Connecticut and Massachusetts utilities, the COVID-19 related uncollectible amounts were deferred either as incremental regulatory costs or deferred through existing regulatory tracking mechanisms that recover uncollectible energy supply costs, as management believes it is probable that these costs will ultimately be recovered from customers in future rates. No COVID-19 related uncollectible amounts were deferred at PSNH as a result of a July 2021 NHPUC order. Based on the status of our COVID-19 regulatory dockets, policies and practices in the jurisdictions in which we operate, we believe the state regulatory commissions in Connecticut and Massachusetts will allow us to recover our incremental uncollectible customer receivable costs associated with COVID-19.

The PURA allows CL&P and Yankee Gas to accelerate the recovery of accounts receivable balances attributable to qualified customers under financial or medical duress (uncollectible hardship accounts receivable) outstanding for greater than 180 days and 90 days, respectively.  The DPU allows NSTAR Electric, NSTAR Gas and EGMA to recover in rates amounts associated with certain uncollectible hardship accounts receivable. These uncollectible hardship customer account balances are included in Regulatory Assets or Other Long-Term Assets on the balance sheets. Hardship customers are protected from shut-off in certain circumstances, and historical collection experience has reflected a higher default risk as compared to the rest of the receivable population. Management uses a higher credit risk profile for this pool of trade receivables as compared to non-hardship receivables. The allowance for uncollectible hardship accounts is included in the total uncollectible allowance balance.

The total allowance for uncollectible accounts is included in Receivables, Net on the balance sheets. The activity in the allowance for uncollectible accounts by portfolio segment as of September 30th is as follows:

	Eversource						CL&P						NSTAR Electric						PSNH
(Millions of Dollars)	Hardship Accounts		Retail (Non-Hardship), Wholesale, and Other		Total Allowance		Hardship Accounts		Retail (Non-Hardship), Wholesale, and Other		Total Allowance		Hardship Accounts		Retail (Non-Hardship), Wholesale, and Other		Total Allowance		Total Allowance
Three Months Ended 2022
Beginning Balance	$	242.7	$	215.1	$	457.8	$	152.1	$	40.6	$	192.7	$	45.0	$	55.5	$	100.5	$	27.3
Uncollectible Expense	—		10.7		10.7		—		4.1		4.1		—		3.5		3.5		3.5
Uncollectible Costs Deferred (1)	15.6		9.4		25.0		11.3		2.0		13.3		2.8		4.0		6.8		0.1
Write-Offs	(6.5)		(33.2)		(39.7)		(5.0)		(7.7)		(12.7)		(0.3)		(12.3)		(12.6)		(2.3)
Recoveries Collected	0.3		3.5		3.8		0.2		1.0		1.2		—		1.3		1.3		0.2
Ending Balance	$	252.1	$	205.5	$	457.6	$	158.6	$	40.0	$	198.6	$	47.5	$	52.0	$	99.5	$	28.8
Nine Months Ended 2022
Beginning Balance	$	226.1	$	191.3	$	417.4	$	144.6	$	36.7	$	181.3	$	43.3	$	53.7	$	97.0	$	24.3
Uncollectible Expense	—		40.8		40.8		—		10.8		10.8		—		12.2		12.2		8.1
Uncollectible Costs Deferred (1)	38.0		36.7		74.7		22.3		2.0		24.3		4.9		11.8		16.7		1.2
Write-Offs	(13.5)		(76.3)		(89.8)		(9.4)		(14.4)		(23.8)		(0.7)		(30.6)		(31.3)		(5.4)
Recoveries Collected	1.5		13.0		14.5		1.1		4.9		6.0		—		4.9		4.9		0.6
Ending Balance	$	252.1	$	205.5	$	457.6	$	158.6	$	40.0	$	198.6	$	47.5	$	52.0	$	99.5	$	28.8

	Eversource						CL&P						NSTAR Electric						PSNH
(Millions of Dollars)	Hardship Accounts		Retail (Non-Hardship), Wholesale, and Other		Total Allowance		Hardship Accounts		Retail (Non-Hardship), Wholesale, and Other		Total Allowance		Hardship Accounts		Retail (Non-Hardship), Wholesale, and Other		Total Allowance		Total Allowance
Three Months Ended 2021
Beginning Balance	$	210.7	$	215.1	$	425.8	$	145.6	$	43.2	$	188.8	$	35.9	$	62.1	$	98.0	$	17.2
Uncollectible Expense	—		12.0		12.0		—		3.6		3.6		—		5.1		5.1		1.2
Uncollectible Costs Deferred (1)	22.8		1.7		24.5		4.5		5.7		10.2		11.8		(3.5)		8.3		1.2
Write-Offs	(3.9)		(20.5)		(24.4)		(3.5)		(5.4)		(8.9)		(0.1)		(7.4)		(7.5)		(2.8)
Recoveries Collected	0.3		3.5		3.8		0.2		1.6		1.8		—		1.1		1.1		0.2
Ending Balance	$	229.9	$	211.8	$	441.7	$	146.8	$	48.7	$	195.5	$	47.6	$	57.4	$	105.0	$	17.0
Nine Months Ended 2021
Beginning Balance	$	194.8	$	164.1	$	358.9	$	129.1	$	28.3	$	157.4	$	39.7	$	51.9	$	91.6	$	17.2
Uncollectible Expense	—		39.7		39.7		—		10.2		10.2		—		12.5		12.5		4.4
Uncollectible Costs Deferred (1)	44.8		53.3		98.1		25.7		21.4		47.1		8.3		11.8		20.1		2.0
Write-Offs	(10.6)		(55.2)		(65.8)		(8.7)		(14.8)		(23.5)		(0.4)		(22.6)		(23.0)		(7.3)
Recoveries Collected	0.9		9.9		10.8		0.7		3.6		4.3		—		3.8		3.8		0.7
Ending Balance	$	229.9	$	211.8	$	441.7	$	146.8	$	48.7	$	195.5	$	47.6	$	57.4	$	105.0	$	17.0

(1) These expected credit losses are deferred as regulatory costs on the balance sheets, as these amounts are ultimately recovered in rates. Amounts include uncollectible costs for hardship accounts and other customer receivables, including uncollectible amounts related to uncollectible energy supply costs and COVID-19.

C.    Fair Value Measurements

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

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

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

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

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

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

Determination of Fair Value:  The valuation techniques and inputs used in Eversource's fair value measurements are described in Note 4, "Derivative Instruments," Note 5, "Marketable Securities," and Note 10, "Fair Value of Financial Instruments," to the financial statements.

D.    Other Income, Net

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

	For the Three Months Ended
	September 30, 2022								September 30, 2021
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
Pension, SERP and PBOP Non-Service    Income Components, Net of Deferred Portion	$	55.3	$	16.2	$	21.6	$	6.8	$	21.7	$	4.2	$	10.1	$	2.5
AFUDC Equity	12.6		3.7		6.5		0.7		10.3		1.7		6.2		0.3
Equity in Earnings of Unconsolidated Affiliates	3.8		—		0.1		—		4.9		—		0.1		—
Investment Income/(Loss)	1.3		0.2		0.4		0.2		(0.6)		(0.3)		(0.2)		(0.1)
Interest Income	14.1		1.8		9.2		0.4		7.3		1.3		3.9		0.4
Gain on Sale of Property	2.5		—		—		—		—		—		—		—
Other	0.2		—		0.1		—		0.2		—		0.1		0.1
Total Other Income, Net	$	89.8	$	21.9	$	37.9	$	8.1	$	43.8	$	6.9	$	20.2	$	3.2
	For the Nine Months Ended
	September 30, 2022								September 30, 2021
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
Pension, SERP and PBOP Non-Service    Income Components, Net of Deferred Portion	$	164.5	$	48.3	$	64.0	$	20.1	$	63.9	$	11.2	$	30.3	$	7.9
AFUDC Equity	33.7		9.3		17.5		1.7		28.7		5.1		18.6		1.2
Equity in Earnings of Unconsolidated Affiliates (1)	20.8		—		0.2		—		13.3		—		0.3		—
Investment Income/(Loss)	2.4		(0.9)		0.6		0.5		0.7		1.2		0.6		0.3
Interest Income	30.3		4.6		18.8		1.1		17.2		4.1		8.8		2.0
Gain on Sale of Property	2.7		—		—		—		0.1		—		—		0.1
Other	0.9		—		0.3		—		0.7		0.1		0.3		0.1
Total Other Income, Net	$	255.3	$	61.3	$	101.4	$	23.4	$	124.6	$	21.7	$	58.9	$	11.6

(1)    Equity in earnings of unconsolidated affiliates includes $12.2 million and $2.1 million of pre-tax unrealized gains associated with an investment in a renewable energy fund for the nine months ended September 30, 2022 and 2021, respectively.

E.    Investments in Unconsolidated Affiliates

Investments in entities that are not consolidated are included in long-term assets on the balance sheets and earnings impacts from these equity investments are included in Other Income, Net on the statements of income.  Eversource's investments included the following:

(Millions of Dollars)	Ownership Interest		As of September 30, 2022		As of December 31, 2021
Offshore Wind Business - North East Offshore	50	%	$	1,823.5	$	1,213.6
Natural Gas Pipeline - Algonquin Gas Transmission, LLC	15	%	119.6		121.9
Renewable Energy Investment Fund	90	%	84.5		76.5
Other	various		25.8		24.3
Total Investments in Unconsolidated Affiliates			$	2,053.4	$	1,436.3

Offshore Wind Business: Eversource’s offshore wind business includes a 50 percent ownership interest in North East Offshore, which holds PPAs and contracts for the Revolution Wind, South Fork Wind and Sunrise Wind projects, as well as an undeveloped offshore lease area. The offshore wind investment includes capital expenditures for the three offshore wind projects, as well as capitalized costs related to future development, acquisition costs of offshore lease areas, and capitalized interest. Cash flows used in investing activities presented in Investments in Unconsolidated Affiliates on the statements of cash flows primarily relates to capital contributions in the offshore wind investment.

On May 4, 2022, Eversource announced that it had initiated a strategic review of its offshore wind investment portfolio. As part of that review, Eversource is exploring strategic alternatives that could result in a potential sale of all, or part, of its 50 percent interest in its offshore wind partnership with Ørsted. In late July, Eversource started preliminary and targeted outreach to potential buyers. Eversource continues to work with potential buyers through this ongoing process and expects to complete this review during 2022. Eversource’s strategic review of its offshore wind investment does not impact the September 30, 2022 financial statements.

F.    Other Taxes

Eversource's companies that serve customers in Connecticut collect gross receipts taxes levied by the state of Connecticut from their customers. These gross receipts taxes are recorded separately with collections in Operating Revenues and with payments in Taxes Other Than Income Taxes on the statements of income as follows:

	For the Three Months Ended				For the Nine Months Ended
(Millions of Dollars)	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Eversource	$	52.9	$	49.4	$	146.0	$	137.9
CL&P	49.2		46.1		126.0		120.7

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

G.    Supplemental Cash Flow Information

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

(Millions of Dollars)	As of September 30, 2022		As of September 30, 2021
Eversource	$	394.1	$	359.6
CL&P	96.7		75.3
NSTAR Electric	94.5		94.2
PSNH	49.7		32.8

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

	As of September 30, 2022								As of December 31, 2021
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
Cash and Cash Equivalents as reported on the Balance Sheets	$	485.7	$	14.3	$	453.6	$	2.2	$	66.8	$	55.8	$	0.7	$	—
Restricted cash included in:
Special Deposits	76.5		8.7		17.3		18.7		78.2		18.7		17.4		31.4
Marketable Securities	20.8		0.1		—		0.1		31.3		0.3		0.1		0.5
Other Long-Term Assets	19.3		—		—		3.2		44.7		—		—		3.2
Cash, Cash Equivalents and Restricted Cash as reported on the Statements of Cash Flows	$	602.3	$	23.1	$	470.9	$	24.2	$	221.0	$	74.8	$	18.2	$	35.1

Special Deposits represent cash collections related to the PSNH RRB customer charges that are held in trust, required ISO-NE cash deposits, and CYAPC and YAEC cash balances. The December 31, 2021 balance also included a $10 million customer assistance fund to provide bill payment assistance to certain existing non-hardship and hardship customers carrying arrearages at CL&P established under the terms of the PURA-approved October 2021 settlement agreement. Those customers were provided with $10 million of bill forgiveness in the first quarter of 2022, which represented a non-cash transaction. Special Deposits are included in Current Assets on the balance sheets. Restricted cash included in Marketable Securities represents money market funds held in trusts to fund certain non-qualified executive benefits and restricted trusts to fund CYAPC and YAEC's spent nuclear fuel storage obligations.

Restricted cash also includes an Energy Relief Fund for energy efficiency and clean energy measures in the Merrimack Valley and an additional energy efficiency program established under the terms of the EGMA 2020 settlement agreement. As of September 30, 2022, $20.0 million of this restricted cash was recorded as short-term in Special Deposits and $15.9 million was recorded in Other Long-Term Assets. As of December 31, 2021, this restricted cash totaled $41.5 million and was recorded in Other Long-Term Assets on the balance sheet.

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REGULATORY ACCOUNTING

9 Months Ended

Sep. 30, 2022

Regulated Operations [Abstract]

REGULATORY ACCOUNTING

REGULATORY ACCOUNTING

Eversource's utility companies are subject to rate regulation that is based on cost recovery and meets the criteria for application of accounting guidance for rate-regulated operations, which considers the effect of regulation on the timing of the recognition of certain revenues and expenses. The regulated companies' financial statements reflect the effects of the rate-making process.  The rates charged to the customers of Eversource's regulated companies are designed to collect each company's costs to provide service, plus a return on investment.

The application of accounting guidance for rate-regulated enterprises results in recording regulatory assets and liabilities. Regulatory assets represent the deferral of incurred costs that are probable of future recovery in customer rates. Regulatory assets are amortized as the incurred costs are recovered through customer rates. Regulatory liabilities represent either revenues received from customers to fund expected costs that have not yet been incurred or probable future refunds to customers.

Management believes it is probable that each of the regulated companies will recover its respective investments in long-lived assets and the regulatory assets that have been recorded.  If management were to determine that it could no longer apply the accounting guidance applicable to rate-regulated enterprises, or if management could not conclude it is probable that costs would be recovered from customers in future rates, the applicable costs would be charged to net income in the period in which the determination is made.

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

	As of September 30, 2022								As of December 31, 2021
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
Benefit Costs	$	1,408.9	$	263.3	$	389.0	$	114.6	$	1,481.0	$	272.4	$	395.5	$	118.9
Storm Costs, Net	1,243.9		722.5		459.9		61.5		1,102.7		695.6		341.3		65.8
Regulatory Tracking Mechanisms	941.2		214.4		339.0		70.4		1,050.5		333.6		376.6		85.4
Income Taxes, Net	808.5		480.0		114.5		17.4		790.7		470.5		112.6		17.5
Securitized Stranded Costs	446.5		—		—		446.5		478.9		—		—		478.9
Goodwill-related	285.2		—		244.8		—		297.8		—		255.7		—
Derivative Liabilities	195.9		195.9		—		—		249.2		249.2		—		—
Asset Retirement Obligations	124.3		35.3		66.0		4.3		115.0		33.6		59.8		4.1
Other Regulatory Assets	248.0		27.1		32.0		14.1		150.0		29.9		37.7		15.8
Total Regulatory Assets	5,702.4		1,938.5		1,645.2		728.8		5,715.8		2,084.8		1,579.2		786.4
Less:  Current Portion	1,143.6		305.6		387.3		110.1		1,129.1		371.6		444.0		107.2
Total Long-Term Regulatory Assets	$	4,558.8	$	1,632.9	$	1,257.9	$	618.7	$	4,586.7	$	1,713.2	$	1,135.2	$	679.2

Regulatory Costs in Long-Term Assets:  Eversource's regulated companies had $288.9 million (including $121.0 million for CL&P, $94.6 million for NSTAR Electric and $2.8 million for PSNH) and $252.5 million (including $114.9 million for CL&P, $85.0 million for NSTAR Electric and $3.4 million for PSNH) of additional regulatory costs as of September 30, 2022 and December 31, 2021, respectively, that were included in long-term assets on the balance sheets.  These amounts represent incurred costs for which recovery has not yet been specifically approved by the applicable regulatory agency.  However, based on regulatory policies or past precedent on similar costs, management believes it is probable that these costs will ultimately be approved and recovered from customers in rates. As of September 30, 2022 and December 31, 2021, these regulatory costs included incremental COVID-19 related non-tracked uncollectible expense deferred of $34.6 million and $33.0 million at Eversource, $16.5 million and $18.0 million at CL&P, and $2.2 million and $6.1 million at NSTAR Electric, respectively.

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

	As of September 30, 2022								As of December 31, 2021
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
EDIT due to Tax Cuts and Jobs Act of 2017	$	2,629.0	$	986.1	$	952.6	$	350.0	$	2,685.2	$	996.1	$	984.5	$	359.2
Cost of Removal	654.5		122.4		418.3		19.3		649.6		100.1		381.0		17.2
Regulatory Tracking Mechanisms	957.4		455.7		326.2		165.1		448.4		182.0		185.1		107.0
Deferred Portion of Non-Service Income    Components of Pension, SERP and PBOP	240.3		28.9		127.5		25.3		148.3		12.0		90.7		14.9
Benefit Costs	110.9		—		88.1		—		133.5		—		107.4		—
AFUDC - Transmission	93.1		46.4		46.7		—		81.0		43.2		37.8		—
CL&P Settlement Agreement and Storm   Performance Penalty	—		—		—		—		81.3		81.3		—		—
Other Regulatory Liabilities	204.6		38.6		4.4		6.7		241.4		45.1		0.8		3.3
Total Regulatory Liabilities	4,889.8		1,678.1		1,963.8		566.4		4,468.7		1,459.8		1,787.3		501.6
Less:  Current Portion	988.7		434.5		368.0		185.1		602.4		266.5		228.2		120.2
Total Long-Term Regulatory Liabilities	$	3,901.1	$	1,243.6	$	1,595.8	$	381.3	$	3,866.3	$	1,193.3	$	1,559.1	$	381.4

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PROPERTY, PLANT AND EQUIPMENT AND ACCUMULATED DEPRECIATION

9 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Abstract]

PROPERTY, PLANT AND EQUIPMENT AND ACCUMULATED DEPRECIATION

PROPERTY, PLANT AND EQUIPMENT AND ACCUMULATED DEPRECIATION

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

Eversource	As of September 30, 2022		As of December 31, 2021
(Millions of Dollars)
Distribution - Electric	$	18,132.2	$	17,679.1
Distribution - Natural Gas	7,020.1		6,694.8
Transmission - Electric	13,371.2		12,882.4
Distribution - Water	1,971.1		1,900.9
Solar	200.9		200.9
Utility	40,695.5		39,358.1
Other (1)	1,663.4		1,469.5
Property, Plant and Equipment, Gross	42,358.9		40,827.6
Less:  Accumulated Depreciation
Utility	(9,070.0)		(8,885.2)
Other	(672.9)		(580.1)
Total Accumulated Depreciation	(9,742.9)		(9,465.3)
Property, Plant and Equipment, Net	32,616.0		31,362.3
Construction Work in Progress	2,413.5		2,015.4
Total Property, Plant and Equipment, Net	$	35,029.5	$	33,377.7

	As of September 30, 2022						As of December 31, 2021
(Millions of Dollars)	CL&P		NSTAR Electric		PSNH		CL&P		NSTAR Electric		PSNH
Distribution - Electric	$	7,297.2	$	8,329.1	$	2,546.2	$	7,117.6	$	8,105.5	$	2,496.2
Transmission - Electric	6,022.8		5,243.3		2,106.8		5,859.0		5,090.5		1,934.6
Solar	—		200.9		—		—		200.9		—
Property, Plant and Equipment, Gross	13,320.0		13,773.3		4,653.0		12,976.6		13,396.9		4,430.8
Less:  Accumulated Depreciation	(2,571.5)		(3,322.3)		(908.2)		(2,572.1)		(3,227.3)		(908.4)
Property, Plant and Equipment, Net	10,748.5		10,451.0		3,744.8		10,404.5		10,169.6		3,522.4
Construction Work in Progress	478.2		914.2		172.8		399.0		707.0		134.1
Total Property, Plant and Equipment, Net	$	11,226.7	$	11,365.2	$	3,917.6	$	10,803.5	$	10,876.6	$	3,656.5

(1)    These assets are primarily comprised of computer software, hardware and equipment at Eversource Service and buildings at The Rocky River Realty Company.

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DERIVATIVE INSTRUMENTS

9 Months Ended

Sep. 30, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE INSTRUMENTS

DERIVATIVE INSTRUMENTS

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

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

Derivative contracts that are not designated as normal are recorded at fair value as current or long-term Derivative Assets or Derivative Liabilities on the balance sheets.  For the electric and natural gas companies, regulatory assets or regulatory liabilities are recorded to offset the fair values of derivatives, as contract settlement amounts are recovered from, or refunded to, customers in their respective energy supply rates.  

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

		As of September 30, 2022						As of December 31, 2021
CL&P (Millions of Dollars)	Fair Value Hierarchy	Commodity Supply and Price Risk Management		Netting (1)		Net Amount Recorded as a Derivative		Commodity Supply and Price Risk Management		Netting (1)		Net Amount Recorded as a Derivative
Current Derivative Assets	Level 3	$	15.7	$	(0.5)	$	15.2	$	14.7	$	(1.0)	$	13.7
Long-Term Derivative Assets	Level 3	32.8		(1.0)		31.8		46.9		(0.9)		46.0
Current Derivative Liabilities	Level 3	(78.6)		—		(78.6)		(73.5)		—		(73.5)
Long-Term Derivative Liabilities	Level 3	(164.3)		—		(164.3)		(235.4)		—		(235.4)

    

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

Derivative Contracts at Fair Value with Offsetting Regulatory Amounts

Commodity Supply and Price Risk Management:  As required by regulation, CL&P, along with UI, has capacity-related contracts with generation facilities.  CL&P has a sharing agreement with UI, with 80 percent of the costs or benefits of each contract borne by or allocated to CL&P and 20 percent borne by or allocated to UI.  The combined capacities of these contracts as of both September 30, 2022 and December 31, 2021 were 675 MW. The capacity contracts extend through 2026 and obligate both CL&P and UI to make or receive payments on a monthly basis to or from the generation facilities based on the difference between a set capacity price and the capacity market price received in the ISO-NE capacity markets. 

For the three months ended September 30, 2022 and 2021, there were gains of $2.4 million and $0.7 million, respectively, deferred as regulatory costs, which reflect the change in fair value associated with Eversource's derivative contracts. For the nine months ended September 30, 2022 and 2021, there were gains of $11.2 million and losses of $9.5 million, respectively.

Fair Value Measurements of Derivative Instruments

The fair value of derivative contracts classified as Level 3 utilizes both significant observable and unobservable inputs.  The fair value is modeled using income techniques, such as discounted cash flow valuations adjusted for assumptions related to exit price.  Valuations of derivative contracts using a discounted cash flow methodology include assumptions regarding the timing and likelihood of scheduled payments and also reflect non-performance risk, including credit, using the default probability approach based on the counterparty's credit rating for assets and the Company's credit rating for liabilities.  Significant observable inputs for valuations of these contracts include energy-related product prices in future years for which quoted prices in an active market exist. 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.  Fair value measurements categorized in Level 3 of the fair value hierarchy are prepared by individuals with expertise in valuation techniques, pricing of energy-related products, and accounting requirements.

The following is a summary of the significant unobservable inputs utilized in the valuations of the derivative contracts classified as Level 3:

	As of September 30, 2022								As of December 31, 2021
CL&P	Range				Average			Period Covered	Range				Average			Period Covered
Forward Reserve Prices	$	0.44	—	$0.50	$	0.47	per kW-Month	2023 - 2024	$	0.50	—	$1.15	$	0.82	per kW-Month	2022 - 2024

Exit price premiums of 3.4 percent through 7.7 percent, or a weighted average of 6.6 percent, are also Level 3 significant unobservable inputs applied to these contracts and reflect the uncertainty and illiquidity premiums that would be required based on the most recent market activity available for similar type contracts. The risk premium was weighted by the relative fair value of the net derivative instruments.

As of December 31, 2021, Level 3 unobservable inputs also utilized in the valuation of CL&P’s capacity-related contracts included capacity prices of $2.61 per kW-Month over the period 2025 through 2026. Beginning in the first quarter of 2022, these capacity price inputs are now observable.

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

The following table presents changes in the Level 3 category of derivative assets and derivative liabilities measured at fair value on a recurring basis.  The derivative assets and liabilities are presented on a net basis.

CL&P	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(Millions of Dollars)	2022		2021		2022		2021
Derivatives, Net:
Fair Value as of Beginning of Period	$	(213.3)	$	(279.7)	$	(249.2)	$	(293.1)
Net Realized/Unrealized Gains/(Losses) Included in Regulatory Assets	2.4		0.7		11.2		(10.9)
Settlements	15.0		13.7		42.1		38.7
Fair Value as of End of Period	$	(195.9)	$	(265.3)	$	(195.9)	$	(265.3)

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MARKETABLE SECURITIES

9 Months Ended

Sep. 30, 2022

Investments, Debt and Equity Securities [Abstract]

MARKETABLE SECURITIES

MARKETABLE SECURITIESEversource holds marketable securities that are primarily used to fund certain non-qualified executive benefits.  The trusts that hold these marketable securities are not subject to regulatory oversight by state or federal agencies.  Eversource’s marketable securities also include the CYAPC and YAEC legally restricted trusts that each hold equity and available-for-sale debt securities to fund the spent nuclear fuel removal obligations of their nuclear fuel storage facilities. Equity and available-for-sale debt marketable securities are recorded at fair value, with the current portion recorded in Prepayments and Other Current Assets and the long-term portion recorded in Marketable Securities on the balance sheets.

Equity Securities: Unrealized gains and losses on equity securities held in Eversource's non-qualified executive benefit trust are recorded in Other Income, Net on the statements of income. The fair value of these equity securities as of September 30, 2022 and December 31, 2021 was $23.3 million and $40.2 million, respectively.  For the three months ended September 30, 2022 and 2021, there were unrealized losses of $1.5 million and $0.5 million, respectively, recorded in Other Income, Net related to these equity securities. For the nine months ended September 30, 2022 and 2021, there were unrealized losses of $10.6 million and unrealized gains of $2.5 million recorded in Other Income, Net related to these equity securities, respectively.

Eversource's equity securities also include CYAPC's and YAEC's marketable securities held in spent nuclear fuel trusts, which had fair values of $170.1 million and $214.0 million as of September 30, 2022 and December 31, 2021, respectively.  Unrealized gains and losses for these spent nuclear fuel trusts are subject to regulatory accounting treatment and are recorded in Marketable Securities with the corresponding offset to long-term liabilities on the balance sheets, with no impact on the statements of income.

Available-for-Sale Debt Securities: The following is a summary of the available-for-sale debt securities:

	As of September 30, 2022								As of December 31, 2021
Eversource (Millions of Dollars)	Amortized Cost		Pre-Tax Unrealized Gains		Pre-Tax Unrealized Losses		Fair Value		Amortized Cost		Pre-Tax Unrealized Gains		Pre-Tax Unrealized Losses		Fair Value
Debt Securities	$	205.4	$	0.2	$	(15.5)	$	190.1	$	214.5	$	5.1	$	(0.2)	$	219.4

Unrealized gains and losses on available-for-sale debt securities held in Eversource's non-qualified executive benefit trust are recorded in Accumulated Other Comprehensive Income, excluding amounts related to credit losses or losses on securities intended to be sold, which are recorded in Other Income, Net. There have been no credit losses for the three and nine months ended September 30, 2022 and 2021, and no allowance for credit losses as of September 30, 2022. Factors considered in determining whether a credit loss exists include adverse conditions specifically affecting the issuer, the payment history, ratings and rating changes of the security, and the severity of the impairment.  For asset-backed debt securities, underlying collateral and expected future cash flows are also evaluated. Debt securities included in Eversource's non-qualified benefit trust portfolio are investment-grade bonds with a lower default risk based on their credit quality.

Eversource's debt securities also include CYAPC's and YAEC's marketable securities held in spent nuclear fuel trusts in the amounts of $170.3 million and $189.9 million as of September 30, 2022 and December 31, 2021, respectively. Unrealized gains and losses for available-for-sale debt securities included in the CYAPC and YAEC spent nuclear fuel trusts are subject to regulatory accounting treatment and are recorded in Marketable Securities with the corresponding offset to long-term liabilities on the balance sheets, with no impact on the statements of income. Pre-tax unrealized gains and losses as of September 30, 2022 and December 31, 2021 primarily relate to the debt securities included in CYAPC's and YAEC's spent nuclear fuel trusts.

As of September 30, 2022, the contractual maturities of available-for-sale debt securities were as follows:

 

Eversource (Millions of Dollars)	Amortized Cost		Fair Value
Less than one year (1)	$	22.4	$	22.4
One to five years	56.0		54.6
Six to ten years	40.8		36.7
Greater than ten years	86.2		76.4
Total Debt Securities	$	205.4	$	190.1

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

Realized Gains and Losses:  Realized gains and losses are recorded in Other Income, Net for Eversource's benefit trust and are offset in long-term liabilities for CYAPC and YAEC.  Eversource utilizes the specific identification basis method for the Eversource non-qualified benefit trust, and the average cost basis method for the CYAPC and YAEC spent nuclear fuel trusts to compute the realized gains and losses on the sale of marketable securities.

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

Eversource (Millions of Dollars)	As of September 30, 2022		As of December 31, 2021
Level 1:
Mutual Funds and Equities	$	193.4	$	254.2
Money Market Funds	20.8		31.3
Total Level 1	$	214.2	$	285.5
Level 2:
U.S. Government Issued Debt Securities (Agency and Treasury)	$	77.4	$	81.3
Corporate Debt Securities	54.8		65.3
Asset-Backed Debt Securities	9.5		12.6
Municipal Bonds	13.0		12.3
Other Fixed Income Securities	14.6		16.6
Total Level 2	$	169.3	$	188.1
Total Marketable Securities	$	383.5	$	473.6

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

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SHORT-TERM AND LONG-TERM DEBT

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

SHORT-TERM AND LONG-TERM DEBT

SHORT-TERM AND LONG-TERM DEBT

Short-Term Debt - Commercial Paper Programs and Credit Agreements: Eversource parent has a $2.00 billion commercial paper program allowing Eversource parent to issue commercial paper as a form of short-term debt. Eversource parent, CL&P, PSNH, NSTAR Gas, Yankee Gas, EGMA and Aquarion Water Company of Connecticut are parties to a five-year $2.00 billion revolving credit facility, which terminates on October 15, 2027. This revolving credit facility serves to backstop Eversource parent's $2.00 billion commercial paper program.  

NSTAR Electric has a $650 million commercial paper program allowing NSTAR Electric to issue commercial paper as a form of short-term debt. NSTAR Electric is also a party to a five-year $650 million revolving credit facility, which terminates on October 15, 2027. This revolving credit facility serves to backstop NSTAR Electric's $650 million commercial paper program.  

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

	Borrowings Outstanding as of				Available Borrowing Capacity as of				Weighted-Average Interest Rate as of
	September 30, 2022		December 31, 2021		September 30, 2022		December 31, 2021		September 30, 2022		December 31, 2021
(Millions of Dollars)
Eversource Parent Commercial Paper Program	$	401.5	$	1,343.0	$	1,598.5	$	657.0	3.34	%	0.31	%
NSTAR Electric Commercial Paper Program	—		162.5		650.0		487.5		—	%	0.14	%

There were no borrowings outstanding on the revolving credit facilities as of September 30, 2022 or December 31, 2021.

CL&P and PSNH have uncommitted line of credit agreements totaling $450 million and $300 million, respectively, which will expire on May 12, 2023. There are no borrowings outstanding on either the CL&P or PSNH uncommitted line of credit agreements as of September 30, 2022.

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

Intercompany Borrowings: Eversource parent uses its available capital resources to provide loans to its subsidiaries to assist in meeting their short-term borrowing needs. Eversource parent records intercompany interest income from its loans to subsidiaries, which is eliminated in consolidation. Intercompany loans from Eversource parent to its subsidiaries are eliminated in consolidation on Eversource's balance sheets. As of September 30, 2022, there were intercompany loans from Eversource parent to CL&P of $26.0 million, to PSNH of $139.7 million, and to a subsidiary of NSTAR Electric of $2.8 million. As of December 31, 2021, there were intercompany loans from Eversource parent to PSNH of $110.6 million. Intercompany loans from Eversource parent are included in Notes Payable to Eversource Parent and classified in current liabilities on the respective subsidiary's balance sheets.

Sources and Uses of Cash: The Company expects the future operating cash flows of Eversource, CL&P, NSTAR Electric and PSNH, along with existing borrowing availability and access to both debt and equity markets, will be sufficient to meet any working capital and future operating requirements, and capital investment forecasted opportunities.

Availability under Long-Term Debt Issuance Authorizations: On June 14, 2022, the DPU approved NSTAR Gas’ request for authorization to issue up to $325 million in long-term debt through December 31, 2024.

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

(Millions of Dollars)	Issuance/(Repayment)			Issue Date or Repayment Date	Maturity Date	Use of Proceeds for Issuance/ Repayment Information
NSTAR Electric 4.55% 2022 Debentures	$	450.0		May 2022	June 2052	Repaid short-term debt, paid capital expenditures and working capital
NSTAR Electric 4.95% 2022 Debentures	400.0			September 2022	September 2052	Refinanced investments in eligible green expenditures, which were previously financed using short-term debt from October 1, 2020 through June 30, 2022
NSTAR Electric 2.375% 2012 Debentures	(400.0)			October 2022	October 2022	Paid at maturity
Eversource Parent 2.90% Series V Senior Notes	650.0			February 2022	March 2027	Repaid Series K Senior Notes at maturity and short-term debt
Eversource Parent 3.375% Series W Senior Notes	650.0			February 2022	March 2032	Repaid Series K Senior Notes at maturity and short-term debt
Eversource Parent 4.20% Series X Senior Notes	900.0			June 2022	June 2024	Repaid short-term debt and paid working capital
Eversource Parent 4.60% Series Y Senior Notes	600.0			June 2022	July 2027	Repaid short-term debt and paid working capital
Eversource Parent 2.75% Series K Senior Notes	(750.0)			March 2022	March 2022	Paid at maturity
Yankee Gas 8.48% Series B First Mortgage Bonds	(20.0)			March 2022	March 2022	Paid at maturity
Yankee Gas 4.31% Series U First Mortgage Bonds	100.0			September 2022	September 2032	Repaid short-term debt, paid capital expenditures and for general corporate purposes
EGMA 4.70% Series C First Mortgage Bonds	100.0			June 2022	June 2052	Repaid short-term debt, paid capital expenditures and for general corporate purposes
NSTAR Gas 4.40% Series V First Mortgage Bonds	125.0			July 2022	August 2032	Repaid short-term debt, paid capital expenditures and for general corporate purposes
Aquarion Water Company of New Hampshire 4.45% General Mortgage Bonds	(5.0)		0	July 2022	July 2022	Paid at maturity
Aquarion Water Company of Connecticut 4.69% Senior Notes	70.0			August 2022	September 2052	Repaid short-term debt

Cash Equivalents on the Eversource and NSTAR Electric balance sheets as of September 30, 2022 comprise a money market fund that primarily included proceeds received from an NSTAR Electric $400 million long-term debt issuance on September 15, 2022 that was used to pay $400 million of long-term debt that matured on October 15, 2022.

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RATE REDUCTION BONDS AND VARIABLE INTEREST ENTITIES

9 Months Ended

Sep. 30, 2022

Rate Reduction Bonds and Variable Interest Entity [Abstract]

RATE REDUCTION BONDS AND VARIABLE INTEREST ENTITIES

RATE REDUCTION BONDS AND VARIABLE INTEREST ENTITIES

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

PSNH Funding was formed solely to issue RRBs to finance PSNH's unrecovered remaining costs associated with the divestiture of its generation assets. PSNH Funding is considered a VIE primarily because the equity capitalization is insufficient to support its operations. PSNH has the power to direct the significant activities of the VIE and is most closely associated with the VIE as compared to other interest holders. Therefore, PSNH is considered the primary beneficiary and consolidates PSNH Funding in its consolidated financial statements.

The following tables summarize the impact of PSNH Funding on PSNH's balance sheets and income statements:

(Millions of Dollars)
PSNH Balance Sheets:	As of September 30, 2022		As of December 31, 2021
Restricted Cash - Current Portion (included in Current Assets)	$	18.0	$	31.1
Restricted Cash - Long-Term Portion (included in Other Long-Term Assets)	3.2		3.2
Securitized Stranded Cost (included in Regulatory Assets)	446.5		478.9
Other Regulatory Liabilities (included in Regulatory Liabilities)	7.9		5.4
Accrued Interest (included in Other Current Liabilities)	2.8		7.5
Rate Reduction Bonds - Current Portion	43.2		43.2
Rate Reduction Bonds - Long-Term Portion	410.5		453.7

(Millions of Dollars) PSNH Income Statements:	For the Three Months Ended				For the Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Amortization of RRB Principal (included in Amortization of Regulatory Assets, Net)	$	10.8	$	10.8	$	32.4	$	32.4
Interest Expense on RRB Principal (included in Interest Expense)	4.2		4.5		12.9		13.9

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PENSION BENEFITS AND POSTRETIREMENT BENEFITS OTHER THAN PENSION

9 Months Ended

Sep. 30, 2022

Postemployment Benefits [Abstract]

PENSION BENEFITS AND POSTRETIREMENT BENEFITS OTHER THAN PENSION

PENSION BENEFITS AND POSTRETIREMENT BENEFITS OTHER THAN PENSION

Eversource provides defined benefit retirement plans (Pension Plans) that cover eligible employees.  In addition to the Pension Plans, Eversource maintains non-qualified defined benefit retirement plans (SERP Plans), which provide benefits in excess of Internal Revenue Code limitations to eligible participants consisting of current and retired employees. Eversource also provides defined benefit postretirement plans (PBOP Plans) that provide life insurance and a health reimbursement arrangement created for the purpose of reimbursing retirees and dependents for health insurance premiums and certain medical expenses to eligible employees that meet certain age and service eligibility requirements.

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

	Pension and SERP								PBOP
	For the Three Months Ended September 30, 2022								For the Three Months Ended September 30, 2022
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
Service Cost	$	17.5	$	4.7	$	3.4	$	1.7	$	2.9	$	0.5	$	0.5	$	0.3
Interest Cost	38.6		7.8		8.2		4.2		5.0		0.9		1.3		0.5
Expected Return on Plan Assets	(130.7)		(26.5)		(32.1)		(14.0)		(22.5)		(2.8)		(10.6)		(1.7)
Actuarial Losses, net	28.4		4.0		8.1		1.9		—		—		—		—
Prior Service Cost/(Credit)	0.4		—		0.1		—		(5.4)		0.3		(4.2)		0.1
Total Net Periodic Benefit Plan Income	$	(45.8)	$	(10.0)	$	(12.3)	$	(6.2)	$	(20.0)	$	(1.1)	$	(13.0)	$	(0.8)
Intercompany Income Allocations	N/A		$	(4.0)	$	(3.2)	$	(1.0)	N/A		$	(0.9)	$	(0.9)	$	(0.3)
	Pension and SERP								PBOP
	For the Nine Months Ended September 30, 2022								For the Nine Months Ended September 30, 2022
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
Service Cost	$	52.7	$	13.9	$	10.4	$	5.2	$	8.7	$	1.5	$	1.5	$	0.8
Interest Cost	115.8		23.4		24.5		12.6		15.1		2.7		3.9		1.6
Expected Return on Plan Assets	(393.1)		(79.6)		(96.2)		(42.1)		(67.5)		(8.4)		(31.8)		(5.0)
Actuarial Losses, net	87.5		12.2		24.7		6.0		—		—		—		—
Prior Service Cost/(Credit)	1.1		—		0.3		—		(16.2)		0.8		(12.7)		0.3
Total Net Periodic Benefit Plan Income	$	(136.0)	$	(30.1)	$	(36.3)	$	(18.3)	$	(59.9)	$	(3.4)	$	(39.1)	$	(2.3)
Intercompany Income Allocations	N/A		$	(11.9)	$	(9.3)	$	(2.7)	N/A		$	(2.7)	$	(2.7)	$	(0.9)
	Pension and SERP								PBOP
	For the Three Months Ended September 30, 2021								For the Three Months Ended September 30, 2021
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
Service Cost	$	21.5	$	5.6	$	4.0	$	2.2	$	3.3	$	0.5	$	0.6	$	0.3
Interest Cost	32.5		6.7		6.7		3.7		4.3		0.8		1.1		0.4
Expected Return on Plan Assets	(109.5)		(21.7)		(27.1)		(11.9)		(19.8)		(2.5)		(9.2)		(1.6)
Actuarial Loss	60.7		10.8		15.3		5.3		2.0		0.4		0.5		0.1
Prior Service Cost/(Credit)	0.3		—		0.1		—		(5.3)		0.3		(4.3)		0.1
Total Net Periodic Benefit Plan Expense/(Income)	$	5.5	$	1.4	$	(1.0)	$	(0.7)	$	(15.5)	$	(0.5)	$	(11.3)	$	(0.7)
Intercompany Expense/(Income) Allocations	N/A		$	2.2	$	2.4	$	0.7	N/A		$	(0.4)	$	(0.5)	$	(0.2)

	Pension and SERP								PBOP
	For the Nine Months Ended September 30, 2021								For the Nine Months Ended September 30, 2021
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
Service Cost	$	64.3	$	17.4	$	11.9	$	6.6	$	10.1	$	1.7	$	1.8	$	0.9
Interest Cost	97.5		20.7		20.1		10.9		12.9		2.4		3.3		1.3
Expected Return on Plan Assets	(328.0)		(65.0)		(81.1)		(35.6)		(59.3)		(7.7)		(27.7)		(4.6)
Actuarial Loss	183.1		34.6		46.1		15.4		5.9		1.2		1.6		0.4
Prior Service Cost/(Credit)	1.1		—		0.3		—		(15.9)		0.8		(12.7)		0.3
Total Net Periodic Benefit Plan Expense/(Income)	$	18.0	$	7.7	$	(2.7)	$	(2.7)	$	(46.3)	$	(1.6)	$	(33.7)	$	(1.7)
Intercompany Expense/(Income) Allocations	N/A		$	5.8	$	6.4	$	1.9	N/A		$	(1.3)	$	(1.5)	$	(0.5)

Eversource Contributions: Based on the current status of the Pension Plans and federal pension funding requirements, there is no minimum funding requirement for our Pension Plans for 2022. Eversource has contributed $80 million to its Pension and PBOP Plans for the nine months ended September 30, 2022 and does not expect to make additional pension contributions for the remainder of 2022.

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

A.    Environmental Matters

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

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

	As of September 30, 2022			As of December 31, 2021
	Number of Sites	Reserve (in millions)		Number of Sites	Reserve (in millions)
Eversource	62	$	121.1	61	$	115.4
CL&P	14	14.1		14	13.9
NSTAR Electric	11	3.5		11	3.3
PSNH	9	6.2		9	6.3

Included in the number of sites and reserve amounts above are former MGP sites that were operated several decades ago and manufactured natural gas from coal and other processes, which resulted in certain by-products remaining in the environment that may pose a potential risk to human health and the environment, for which Eversource may have potential liability.  The reserve balances related to these former MGP sites were $110.6 million and $105.6 million as of September 30, 2022 and December 31, 2021, respectively, and related primarily to the natural gas business segment.

These reserve estimates are subjective in nature as they take into consideration several different remediation options at each specific site.  The reliability and precision of these estimates can be affected by several factors, including new information concerning either the level of contamination at the site, the extent of Eversource's, CL&P's, NSTAR Electric's and PSNH's responsibility for remediation or the extent of remediation required, recently enacted laws and regulations or changes in cost estimates due to certain economic factors.  It is possible that new information or future developments could require a reassessment of the potential exposure to required environmental remediation.  As this information becomes available, management will continue to assess the potential exposure and adjust the reserves accordingly.

B.    Long-Term Contractual Arrangements

The following is an update to the current status of long-term contractual arrangements set forth in Note 13B of the Eversource 2021 Form 10-K.

Renewable Energy: Renewable energy contracts include non-cancelable commitments under contracts of NSTAR Electric for the purchase of energy and RECs from renewable energy facilities.

NSTAR Electric
(Millions of Dollars)	2022		2023		2024		2025		2026		Thereafter		Total
Renewable Energy	$	27.1	$	78.3	$	269.4	$	315.8	$	322.1	$	5,812.2	$	6,824.9

The table includes long-term commitments of NSTAR Electric pertaining to the Vineyard Wind LLC contract awarded under the Massachusetts Clean Energy 83C procurement solicitation. NSTAR Electric, along with other Massachusetts distribution companies, entered into 20-year contracts to purchase electricity generated by this 800 megawatt offshore wind project. Construction on the Vineyard Wind project commenced in 2022. Estimated energy costs under this contract are expected to begin when the facilities are in service in 2024 and range between $240 million and $375 million per year under NSTAR Electric’s 20-year contract, totaling approximately $6.0 billion.

C.    Guarantees and Indemnifications

In the normal course of business, Eversource parent provides credit assurances on behalf of its subsidiaries, including CL&P, NSTAR Electric and PSNH, in the form of guarantees. Management does not anticipate a material impact to net income or cash flows as a result of these various guarantees and indemnifications. 

Guarantees issued on behalf of unconsolidated entities, including equity method offshore wind investments, for which Eversource parent is the guarantor, are recorded at fair value as a liability on the balance sheet at the inception of the guarantee. Eversource regularly reviews performance risk under these guarantee arrangements, and in the event it becomes probable that Eversource parent will be required to perform under the guarantee, the amount of probable payment will be recorded. The fair value of guarantees issued on behalf of unconsolidated entities are recorded within Other Long-Term Liabilities on the balance sheet, and were $4.3 million and $7.3 million as of September 30, 2022 and December 31, 2021, respectively.

The following table summarizes Eversource parent's exposure to guarantees and indemnifications of its subsidiaries and affiliates to external parties, and primarily relates to its offshore wind business:  

As of September 30, 2022
Company (Obligor)	Description	Maximum Exposure (in millions)		Expiration Dates
North East Offshore LLC	Construction-related purchase agreements with third-party contractors (1)	$	759.6	(1)
Sunrise Wind LLC	Construction-related purchase agreements with third-party contractors (2)	288.1		2025 - 2026
Revolution Wind, LLC	Construction-related purchase agreements with third-party contractors (3)	419.0		2024 - 2027
South Fork Wind, LLC	Construction-related purchase agreements with third-party contractors (4)	142.7		2023 - 2026
Eversource Investment LLC	Funding and indemnification obligations of North East Offshore LLC (5)	94.8		(5)
South Fork Wind, LLC	Power Purchase Agreement Security (6)	7.1		(6)
Sunrise Wind LLC	OREC capacity production (7)	2.2		(7)
Bay State Wind LLC	Real estate purchase	2.5		2023
South Fork Wind, LLC	Transmission interconnection	1.2		—
Eversource Investment LLC	Letters of Credit (8)	4.3		—
Various	Surety bonds (9)	35.7		2022 - 2023
Eversource Service	Lease payments for real estate	0.6		2024

(1)    Eversource parent issued guarantees on behalf of its 50 percent-owned affiliate, North East Offshore LLC (NEO), under which Eversource parent agreed to guarantee 50 percent of NEO’s performance of obligations under certain purchase agreements with third-party contractors, in an aggregate amount not to exceed $1.3 billion with an expiration date in 2025. Eversource parent also issued a separate guarantee to Ørsted on behalf of NEO, under which Eversource parent agreed to guarantee 50 percent of NEO’s payment obligations under certain offshore wind project construction-related agreements with Ørsted in an aggregate amount not to exceed $62.5 million and expiring upon full performance of the guaranteed obligation. Any amounts paid under this guarantee to Ørsted will count toward, but not increase, the maximum amount of the Funding Guarantee described in Note 5, below.

(2)     Eversource parent issued guarantees on behalf of its 50 percent-owned affiliate, Sunrise Wind LLC, whereby Eversource parent will guarantee Sunrise Wind LLC's performance of certain obligations, in an aggregate amount not to exceed $461.9 million, in connection with construction-related purchase agreements. Eversource parent’s obligations under the guarantees expire upon the earlier of (i) dates ranging from March 2025 and April 2026 and (ii) full performance of the guaranteed obligations.     

(3)    Eversource parent issued guarantees on behalf of its 50 percent-owned affiliate, Revolution Wind, LLC, whereby Eversource parent will guarantee Revolution Wind, LLC's performance of certain obligations, in an aggregate amount not to exceed $542.1 million, in connection with construction-related purchase agreements. Eversource parent’s obligations under the guarantees expire upon the earlier of (i) dates ranging from May 2024 and November 2027 and (ii) full performance of the guaranteed obligations.

(4)    Eversource parent issued guarantees on behalf of its 50 percent-owned affiliate, South Fork Wind, LLC, whereby Eversource parent will guarantee South Fork Wind, LLC's performance of certain obligations in connection with construction-related purchase agreements. Under these guarantees, Eversource parent will guarantee South Fork Wind, LLC's performance of certain obligations, in a total aggregate amount not to exceed $206.6 million. Eversource parent’s obligations under these guarantees expire upon the earlier of (i) dates ranging from June 2023 and August 2026 and (ii) full performance of the guaranteed obligations.

(5)    Eversource parent issued a guarantee (Funding Guarantee) on behalf of Eversource Investment LLC (EI), its wholly-owned subsidiary that holds a 50 percent ownership interest in NEO, under which Eversource parent agreed to guarantee certain funding obligations and certain indemnification payments of EI under the operating agreement of NEO, in an amount not to exceed $910 million. The guaranteed obligations include payment of EI's funding obligations during the construction phase of NEO’s underlying offshore wind projects and indemnification obligations associated with third party credit support for its investment in NEO. Eversource parent’s obligations under the Funding Guarantee expire upon the full performance of the guaranteed obligations.

(6)    Eversource parent issued a guarantee on behalf of its 50 percent-owned affiliate, South Fork Wind, LLC, whereby Eversource parent will guarantee South Fork Wind, LLC's performance of certain obligations, in an amount not to exceed $7.1 million, under a Power Purchase Agreement between the Long Island Power Authority and South Fork Wind, LLC (the Agreement). The guarantee expires upon the later of (i) the end of the Agreement term and (ii) full performance of the guarantee obligations.

(7)    Eversource parent issued a guarantee on behalf of its 50 percent-owned affiliate, Sunrise Wind LLC, whereby Eversource parent will guarantee Sunrise Wind LLC's performance of certain obligations, in an amount not to exceed $15.4 million, under the Offshore Wind Renewable Energy Certificate Purchase and Sale Agreement (the Agreement). The Agreement was executed by and between the New York State Energy Research and Development Authority (NYSERDA) and Sunrise Wind LLC. The guarantee expires upon the full performance of the guaranteed obligations.    

(8)    On September 16, 2020, Eversource parent entered into a guarantee on behalf of EI, which holds Eversource's investments in offshore wind-related equity method investments, under which Eversource parent would guarantee EI's obligations under a letter of credit facility with a financial institution that EI may request in an aggregate amount of up to approximately $25 million. In January 2022, Eversource parent issued two letters of credit on behalf of South Fork Wind, LLC related to future decommissioning obligations of certain onshore transmission assets totaling $4.3 million.

(9)    Surety bond expiration dates reflect termination dates, the majority of which will be renewed or extended.  Certain surety bonds contain credit ratings triggers that would require Eversource parent to post collateral in the event that the unsecured debt credit ratings of Eversource parent are downgraded.

D.     Spent Nuclear Fuel Obligations - Yankee Companies

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

Spent Nuclear Fuel Litigation:

The Yankee Companies have filed complaints against the DOE in the Court of Federal Claims seeking monetary damages resulting from the DOE's failure to accept delivery of, and provide for a permanent facility to store, spent nuclear fuel pursuant to the terms of the 1983 spent fuel and high-level waste disposal contracts between the Yankee Companies and the DOE. The court previously awarded the Yankee Companies damages for Phases I, II, III and IV of litigation resulting from the DOE's failure to meet its contractual obligations. These Phases covered damages incurred in the years 1998 through 2016, and the awarded damages have been received by the Yankee Companies with certain amounts of the damages refunded to their customers.

DOE Phase V Damages - On March 25, 2021, each of the Yankee Companies filed a fifth set of lawsuits against the DOE in the Court of Federal Claims. The Yankee Companies filed claims seeking monetary damages totaling $120.4 million for CYAPC, YAEC and MYAPC, resulting from the DOE's failure to begin accepting spent nuclear fuel for disposal covering the years from 2017 to 2020 (DOE Phase V). The DOE Phase V trial is expected to begin in the third quarter of 2023.

E.    FERC ROE Complaints

Four separate complaints were filed at the FERC by combinations of New England state attorneys general, state regulatory commissions, consumer advocates, consumer groups, municipal parties and other parties (collectively, the Complainants). In each of the first three complaints, filed on October 1, 2011, December 27, 2012, and July 31, 2014, respectively, the Complainants challenged the NETOs' base ROE of 11.14 percent that had been utilized since 2005 and sought an order to reduce it prospectively from the date of the final FERC order and for the separate 15-month complaint periods. In the fourth complaint, filed April 29, 2016, the Complainants challenged the NETOs' base ROE billed of 10.57 percent and the maximum ROE for transmission incentive (incentive cap) of 11.74 percent, asserting that these ROEs were unjust and unreasonable.

The ROE originally billed during the period October 1, 2011 (beginning of the first complaint period) through October 15, 2014 consisted of a base ROE of 11.14 percent and incentives up to 13.1 percent. On October 16, 2014, FERC issued Opinion No. 531-A and set the base ROE at 10.57 percent and the incentive cap at 11.74 percent for the first complaint period. This was also effective for all prospective billings to customers beginning October 16, 2014. This FERC order was vacated on April 14, 2017 by the U.S. Court of Appeals for the D.C. Circuit (the Court).

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

Eversource has recorded a reserve of $39.1 million (pre-tax and excluding interest) for the second complaint period as of both September 30, 2022 and December 31, 2021. This reserve represents the difference between the billed rates during the second complaint period and a 10.57 percent base ROE and 11.74 percent incentive cap. The reserve consisted of $21.4 million for CL&P, $14.6 million for NSTAR Electric and $3.1 million for PSNH as of both September 30, 2022 and December 31, 2021.

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

The FERC order included illustrative calculations for the first complaint using FERC's proposed frameworks with financial data from that complaint. Those illustrative calculations indicated that for the first complaint period, for the NETOs, which FERC concludes are of average financial risk, the preliminary just and reasonable base ROE is 10.41 percent and the preliminary incentive cap on total ROE is 13.08 percent.

If the results of the illustrative calculations were included in a final FERC order for each of the complaint periods, then a 10.41 percent base ROE and a 13.08 percent incentive cap would not have a significant impact on our financial statements for all of the complaint periods. These preliminary calculations are not binding and do not represent what we believe to be the most likely outcome of a final FERC order.

On November 21, 2019, FERC issued Opinion No. 569 affecting the two pending transmission ROE complaints against the Midcontinent ISO (MISO) transmission owners, in which FERC adopted a new methodology for determining base ROEs. Various parties sought rehearing. On December 23, 2019, the NETOs filed supplementary materials in the NETOs' four pending cases to respond to this new methodology because of the uncertainty of the applicability to the NETOs' cases. On May 21, 2020, the FERC issued its order in Opinion No. 569-A on the rehearing of the MISO transmission owners' cases, in which FERC again changed its methodology for determining the MISO transmission owners' base ROEs. On November 19, 2020, the FERC issued Opinion No. 569-B denying rehearing of Opinion No. 569-A and reaffirmed the methodology previously adopted in Opinion No. 569-A. The new methodology differs significantly from the methodology proposed by FERC in its October 16, 2018 order to determine the NETOs' base ROEs in its four pending cases. FERC Opinion Nos 569-A and 569-B were appealed to the Court. On August 9, 2022, the Court issued its decision vacating MISO ROE FERC Opinions 569, 569-A and 569-B and remanded to FERC to reopen the proceedings. The Court found that FERC’s development of the new return methodology was arbitrary and capricious due to FERC’s failure to offer a reasonable explanation for its decision to reintroduce the risk-premium financial model in its new methodology for calculating a just and reasonable return. At this time, Eversource cannot predict how and when FERC will address the Court’s findings on the remand of the MISO FERC opinions or any potential associated impact on the NETOs’ four pending ROE complaint cases.

Given the significant uncertainty regarding the applicability of the FERC opinions in the MISO transmission owners' two complaint cases to the NETOs' pending four complaint cases, Eversource concluded that there is no reasonable basis for a change to the reserve or recognized ROEs for any of the complaint periods at this time. As well, Eversource cannot reasonably estimate a range of loss for any of the four complaint proceedings at this time.

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

A change of 10 basis points to the base ROE used to establish the reserves would impact Eversource's after-tax earnings by an average of approximately $3 million for each of the four 15-month complaint periods.

F.    Eversource and NSTAR Electric Boston Harbor Civil Action

In 2016, the United States Attorney on behalf of the United States Army Corps of Engineers filed a civil action in the United States District Court for the District of Massachusetts against NSTAR Electric, HEEC, and the Massachusetts Water Resources Authority (together with NSTAR Electric and HEEC, the "Defendants").  The action alleged that the Defendants failed to comply with certain permitting requirements related to the placement of the HEEC-owned electric distribution cable beneath Boston Harbor. The parties reached a settlement pursuant to which HEEC agreed to install a new 115kV distribution cable across Boston Harbor to Deer Island, utilizing a different route, and remove portions of the existing cable. Construction of the new distribution cable was completed in August 2019, and removal of the portions of the existing cable was completed in January 2020.

NSTAR Electric and HEEC continue to finalize the resolution of certain long-term environmental restoration efforts, as required under the current permit. Upon completion of these restoration efforts and subsequent resolution with the United States Army Corps of Engineers, such litigation is expected to be dismissed with prejudice.

G.    CL&P Regulatory Matters

CL&P Tropical Storm Isaias Response Investigation: In August 2020, PURA opened a docket to investigate the preparation for and response to Tropical Storm Isaias by Connecticut utilities, including CL&P. On April 28, 2021, PURA issued a final decision on CL&P’s compliance with its emergency response plan that concluded CL&P failed to comply with certain storm performance standards and was imprudent in certain instances. Specifically, PURA concluded that CL&P did not satisfy the performance standards for managing its municipal liaison program, timely removing electrical hazards from blocked roads, communicating critical information to its customers, or meeting its obligation to secure adequate external contractor and mutual aid resources in a timely manner. Based on its findings, PURA ordered CL&P to adjust its future rates in a pending or future rate proceeding to reflect a monetary penalty in the form of a downward adjustment of 90 basis points in its allowed rate of return on equity (ROE), which is currently 9.25 percent. In its decision, PURA explained that additional monetary penalties and further enforcement orders pursuant to Connecticut statute would be considered in a separate proceeding that was initiated on May 6, 2021.

On May 6, 2021, as part of the penalty proceeding, PURA issued a notice of violation that included an assessment of $30 million, consisting of a $28.4 million civil penalty for non-compliance with storm performance standards to be provided as credits on customer bills and a $1.6 million fine for violations of accident reporting requirements to be paid to the State of Connecticut’s general fund. On July 14, 2021, PURA issued a final decision in this penalty proceeding that included an assessment of $28.6 million, maintaining the $28.4 million performance penalty and reducing the $1.6 million fine for accident reporting to $0.2 million. The $28.4 million performance penalty was credited to customers on electric bills beginning on September 1, 2021 over a one-year period. The $28.4 million is the maximum statutory penalty amount under applicable Connecticut law in effect at the time of Tropical Storm Isaias, which is 2.5 percent of CL&P’s annual distribution revenues. The liability for the performance penalty was recorded as a current regulatory liability on CL&P’s balance sheet and as a reduction to Operating Revenues on the nine months ended September 30, 2021 statement of income. The after-tax earnings impact of this charge was $0.07 per share.

CL&P Settlement Agreement: On October 1, 2021, CL&P entered into a settlement agreement with the DEEP, Office of Consumer Counsel (OCC), Office of the Attorney General (AG) and the Connecticut Industrial Energy Consumers, resolving certain issues that arose in then-pending regulatory proceedings initiated by the PURA. PURA approved the settlement agreement on October 27, 2021. In the settlement agreement, CL&P agreed to provide a total of $65 million of customer credits, which were distributed based on customer sales over a two-month billing period from December 1, 2021 to January 31, 2022. CL&P also agreed to irrevocably set aside $10 million in a customer assistance fund to provide bill payment assistance to certain existing non-hardship and hardship customers carrying arrearages, as approved by the PURA, with the objective of disbursing the funds prior to April 30, 2022. Those customers were provided with $10 million of bill forgiveness in the first quarter of 2022. CL&P recorded a current regulatory liability of $75 million on the balance sheet associated with the provisions of the settlement agreement, with a $65 million pre-tax charge as a reduction to Operating Revenues associated with the customer credits and a $10 million charge to Operations and Maintenance expense associated with the customer assistance fund on the September 30, 2021 statement of income.

In exchange for the $75 million of customer credits and assistance, PURA’s interim rate reduction docket was resolved without findings. As a result of the settlement agreement, neither the 90 basis point reduction to CL&P’s return on equity introduced in PURA’s storm-related decision issued April 28, 2021, nor the 45 basis point reduction to CL&P’s return on equity included in PURA’s decision issued September 14, 2021 in the interim rate reduction docket, will be implemented.

CL&P has also agreed to freeze its current base distribution rates, subject to the customer credits described above, until no earlier than January 1, 2024. The rate freeze applies only to base distribution rates (including storm costs) and not to other rate mechanisms such as the retail rate components, rate reconciling mechanisms, formula rates and any other adjustment mechanisms. The rate freeze also does not apply to any cost recovery mechanism outside of the base distribution rates with regard to grid-modernization initiatives or any other proceedings, either currently pending or that may be initiated during the rate freeze period, that may place additional obligations on CL&P. The approval of the settlement agreement satisfies the Connecticut statute of rate review requirements that requires electric utilities to file a distribution rate case within four years of the last rate case.

As part of the settlement agreement, CL&P agreed to withdraw with prejudice its pending appeals of PURA’s decisions dated April 28, 2021 and July 14, 2021 related to Storm Isaias and agreed to waive its right to file an appeal and seek a judicial stay of the September 14, 2021 decision in the interim rate reduction docket. The settlement agreement assures that CL&P will have the opportunity to petition for and demonstrate the prudency of the storm costs incurred to respond to customer outages associated with Storm Isaias in a future ratemaking proceeding.

The cumulative pre-tax impact of the settlement agreement and the Storm Isaias assessment imposed in PURA’s April 28, 2021 and July 14, 2021 decisions totaled $103.6 million, and the after-tax earnings impact was $85.8 million, or $0.25 per share, for the nine months ended September 30, 2021.

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FAIR VALUE OF FINANCIAL INSTRUMENTS

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

	Eversource				CL&P				NSTAR Electric				PSNH
(Millions of Dollars)	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
As of September 30, 2022:
Preferred Stock Not Subject to Mandatory Redemption	$	155.6	$	146.0	$	116.2	$	107.4	$	43.0	$	38.6	$	—	$	—
Long-Term Debt	21,442.4		19,010.3		4,216.2		3,774.9		4,824.8		4,415.1		1,164.4		960.1
Rate Reduction Bonds	453.7		429.5		—		—		—		—		453.7		429.5
As of December 31, 2021:
Preferred Stock Not Subject to Mandatory Redemption	$	155.6	$	166.3	$	116.2	$	122.3	$	43.0	$	44.0	$	—	$	—
Long-Term Debt	18,216.7		19,636.3		4,215.4		4,848.9		3,985.4		4,453.5		1,163.8		1,220.6
Rate Reduction Bonds	496.9		543.3		—		—		—		—		496.9		543.3

Derivative Instruments and Marketable Securities: Derivative instruments and investments in marketable securities are carried at fair value.  For further information, see Note 4, "Derivative Instruments," and Note 5, "Marketable Securities," to the financial statements.  

See Note 1C, "Summary of Significant Accounting Policies – Fair Value Measurements," for the fair value measurement policy and the fair value hierarchy.

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ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)

ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS)

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

	For the Nine Months Ended September 30, 2022								For the Nine Months Ended September 30, 2021
Eversource (Millions of Dollars)	Qualified Cash Flow Hedging Instruments		Unrealized Gains/(Losses) on Marketable Securities		Defined Benefit Plans		Total		Qualified Cash Flow Hedging Instruments		Unrealized Gains/(Losses) on Marketable Securities		Defined Benefit Plans		Total
Balance as of Beginning of Period	$	(0.4)	$	0.4	$	(42.3)	$	(42.3)	$	(1.4)	$	1.1	$	(76.1)	$	(76.4)
OCI Before Reclassifications	—		(2.0)		(2.5)		(4.5)		—		(0.6)		(2.4)		(3.0)
Amounts Reclassified from AOCI	—		—		5.8		5.8		1.0		—		6.5		7.5
Net OCI	—		(2.0)		3.3		1.3		1.0		(0.6)		4.1		4.5
Balance as of End of Period	$	(0.4)	$	(1.6)	$	(39.0)	$	(41.0)	$	(0.4)	$	0.5	$	(72.0)	$	(71.9)

Defined benefit plan OCI amounts before reclassifications relate to actuarial gains and losses that arose during the year and were recognized in AOCI. The unamortized actuarial gains and losses and prior service costs on the defined benefit plans are amortized from AOCI into Other Income, Net over the average future employee service period, and are reflected in amounts reclassified from AOCI.

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COMMON SHARES

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

COMMON SHARES

COMMON SHARES

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

	Shares
			Authorized as of September 30, 2022 and December 31, 2021	Issued as of
	Par Value			September 30, 2022	December 31, 2021
Eversource	$	5	380,000,000	359,984,073	357,818,402
CL&P	$	10	24,500,000	6,035,205	6,035,205
NSTAR Electric	$	1	100,000,000	200	200
PSNH	$	1	100,000,000	301	301

Common Share Issuances and 2022 Equity Distribution Agreement: On May 11, 2022, Eversource entered into an equity distribution agreement pursuant to which it may offer and sell up to $1.2 billion of its common shares from time to time through an “at-the-market” (ATM) equity offering program. Eversource may issue and sell its common shares through its sales agents during the term of this agreement. Shares may be offered in transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise. Sales may be made at either market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. In the first nine months of 2022, Eversource issued 2,165,671 common shares, which resulted in proceeds of $197.1 million, net of issuance costs. Eversource used the net proceeds received for general corporate purposes.

Treasury Shares: As of September 30, 2022 and December 31, 2021, there were 12,635,324 and 13,415,206 Eversource common shares held as treasury shares, respectively. As of September 30, 2022 and December 31, 2021, there were 347,348,749 and 344,403,196 Eversource common shares outstanding, respectively.

Eversource issues treasury shares to satisfy awards under the Company's incentive plans, shares issued under the dividend reinvestment and share purchase plan, and matching contributions under the Eversource 401k Plan. Eversource also issued treasury shares for its December 2021 and October 2022 water business acquisitions. The issuance of treasury shares represents a non-cash transaction, as the treasury shares were used to fulfill Eversource's obligations that require the issuance of common shares.

Acquisition of Torrington Water Company: On October 3, 2022, Aquarion acquired The Torrington Water Company (TWC) following the receipt of all required approvals. The acquisition was structured as a stock-for-stock exchange, and Eversource issued 925,264 treasury shares at closing for a purchase price of approximately $72 million. TWC provided regulated water service to approximately 10,100 customers in Connecticut.

COMMON SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTSDividends on the preferred stock of CL&P and NSTAR Electric totaled $1.9 million for each of the three months ended September 30, 2022 and 2021 and $5.6 million for each of the nine months ended September 30, 2022 and 2021. These dividends were presented as Net Income Attributable to Noncontrolling Interests on the Eversource statements of income. Noncontrolling Interest – Preferred Stock of Subsidiaries on the Eversource balance sheets totaled $155.6 million as of September 30, 2022 and December 31, 2021. On the Eversource balance sheets, Common Shareholders' Equity was fully attributable to Eversource parent and Noncontrolling Interest – Preferred Stock of Subsidiaries was fully attributable to the noncontrolling interest.

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COMMON SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

COMMON SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS

COMMON SHARES

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

	Shares
			Authorized as of September 30, 2022 and December 31, 2021	Issued as of
	Par Value			September 30, 2022	December 31, 2021
Eversource	$	5	380,000,000	359,984,073	357,818,402
CL&P	$	10	24,500,000	6,035,205	6,035,205
NSTAR Electric	$	1	100,000,000	200	200
PSNH	$	1	100,000,000	301	301

Common Share Issuances and 2022 Equity Distribution Agreement: On May 11, 2022, Eversource entered into an equity distribution agreement pursuant to which it may offer and sell up to $1.2 billion of its common shares from time to time through an “at-the-market” (ATM) equity offering program. Eversource may issue and sell its common shares through its sales agents during the term of this agreement. Shares may be offered in transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise. Sales may be made at either market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. In the first nine months of 2022, Eversource issued 2,165,671 common shares, which resulted in proceeds of $197.1 million, net of issuance costs. Eversource used the net proceeds received for general corporate purposes.

Treasury Shares: As of September 30, 2022 and December 31, 2021, there were 12,635,324 and 13,415,206 Eversource common shares held as treasury shares, respectively. As of September 30, 2022 and December 31, 2021, there were 347,348,749 and 344,403,196 Eversource common shares outstanding, respectively.

Eversource issues treasury shares to satisfy awards under the Company's incentive plans, shares issued under the dividend reinvestment and share purchase plan, and matching contributions under the Eversource 401k Plan. Eversource also issued treasury shares for its December 2021 and October 2022 water business acquisitions. The issuance of treasury shares represents a non-cash transaction, as the treasury shares were used to fulfill Eversource's obligations that require the issuance of common shares.

Acquisition of Torrington Water Company: On October 3, 2022, Aquarion acquired The Torrington Water Company (TWC) following the receipt of all required approvals. The acquisition was structured as a stock-for-stock exchange, and Eversource issued 925,264 treasury shares at closing for a purchase price of approximately $72 million. TWC provided regulated water service to approximately 10,100 customers in Connecticut.

COMMON SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTSDividends on the preferred stock of CL&P and NSTAR Electric totaled $1.9 million for each of the three months ended September 30, 2022 and 2021 and $5.6 million for each of the nine months ended September 30, 2022 and 2021. These dividends were presented as Net Income Attributable to Noncontrolling Interests on the Eversource statements of income. Noncontrolling Interest – Preferred Stock of Subsidiaries on the Eversource balance sheets totaled $155.6 million as of September 30, 2022 and December 31, 2021. On the Eversource balance sheets, Common Shareholders' Equity was fully attributable to Eversource parent and Noncontrolling Interest – Preferred Stock of Subsidiaries was fully attributable to the noncontrolling interest.

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EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

EARNINGS PER SHARE

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 outstanding common shares.  The dilutive effect of unvested RSU and performance share awards is calculated using the treasury stock method.  RSU and performance share awards are included in basic weighted average common shares outstanding as of the date that all necessary vesting conditions have been satisfied. For the three and nine months ended September 30, 2022 and 2021, there were no antidilutive share awards excluded from the computation of diluted EPS.

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

Eversource (Millions of Dollars, except share information)	For the Three Months Ended				For the Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Net Income Attributable to Common Shareholders	$	349.4	$	283.2	$	1,084.7	$	913.8
Weighted Average Common Shares Outstanding:
Basic	347,297,411		344,023,846		346,115,823		343,848,905
Dilutive Effect	465,282		645,936		457,278		631,151
Diluted	347,762,693		344,669,782		346,573,101		344,480,056
Basic EPS	$	1.01	$	0.82	$	3.13	$	2.66
Diluted EPS	$	1.00	$	0.82	$	3.13	$	2.65

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REVENUES

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

REVENUES

REVENUESThe following tables present operating revenues disaggregated by revenue source:

	For the Three Months Ended September 30, 2022
Eversource (Millions of Dollars)	Electric Distribution		Natural Gas Distribution		Electric Transmission		Water Distribution		Other		Eliminations		Total
Revenues from Contracts with Customers
Retail Tariff Sales
Residential	$	1,492.9	$	94.7	$	—	$	45.7	$	—	$	—	$	1,633.3
Commercial	890.5		76.7		—		18.5		—		(1.7)		984.0
Industrial	105.6		33.6		—		1.3		—		(5.2)		135.3
Total Retail Tariff Sales Revenues	2,489.0		205.0		—		65.5		—		(6.9)		2,752.6
Wholesale Transmission Revenues	—		—		520.3		—		29.9		(416.3)		133.9
Wholesale Market Sales Revenues	317.1		22.7		—		1.1		—		—		340.9
Other Revenues from Contracts with Customers	17.3		0.6		3.4		2.1		313.6		(311.9)		25.1
Amortization of/(Reserve for)     Revenues Subject to Refund (1)	7.0		—		—		(0.1)		—		—		6.9
Total Revenues from Contracts with Customers	2,830.4		228.3		523.7		68.6		343.5		(735.1)		3,259.4
Alternative Revenue Programs	(37.7)		(2.8)		(55.1)		(3.6)		—		52.6		(46.6)
Other Revenues (2)	2.4		0.1		0.2		0.1		—		—		2.8
Total Operating Revenues	$	2,795.1	$	225.6	$	468.8	$	65.1	$	343.5	$	(682.5)	$	3,215.6
	For the Nine Months Ended September 30, 2022
Eversource (Millions of Dollars)	Electric Distribution		Natural Gas Distribution		Electric Transmission		Water Distribution		Other		Eliminations		Total
Revenues from Contracts with Customers
Retail Tariff Sales
Residential	$	3,683.9	$	870.0	$	—	$	109.1	$	—	$	—	$	4,663.0
Commercial	2,216.0		456.9		—		49.9		—		(4.2)		2,718.6
Industrial	284.1		145.2		—		3.5		—		(14.8)		418.0
Total Retail Tariff Sales Revenues	6,184.0		1,472.1		—		162.5		—		(19.0)		7,799.6
Wholesale Transmission Revenues	—		—		1,301.0		—		79.4		(1,047.3)		333.1
Wholesale Market Sales Revenues	895.2		89.3		—		2.8		—		—		987.3
Other Revenues from Contracts with Customers	53.4		2.8		10.5		6.2		983.3		(974.9)		81.3
Amortization of/(Reserve for)     Revenues Subject to Refund (1)	71.9		—		0.7		(0.9)		—		—		71.7
Total Revenues from Contracts with Customers	7,204.5		1,564.2		1,312.2		170.6		1,062.7		(2,041.2)		9,273.0
Alternative Revenue Programs	(26.2)		4.3		48.9		(2.8)		—		(46.9)		(22.7)
Other Revenues (2)	7.5		0.9		0.5		0.4		—		—		9.3
Total Operating Revenues	$	7,185.8	$	1,569.4	$	1,361.6	$	168.2	$	1,062.7	$	(2,088.1)	$	9,259.6

	For the Three Months Ended September 30, 2021
Eversource (Millions of Dollars)	Electric Distribution		Natural Gas Distribution		Electric Transmission		Water Distribution		Other		Eliminations		Total
Revenues from Contracts with Customers
Retail Tariff Sales
Residential	$	1,146.8	$	81.7	$	—	$	39.1	$	—	$	—	$	1,267.6
Commercial	748.8		59.0		—		17.2		—		(1.4)		823.6
Industrial	96.2		28.6		—		1.1		—		(4.8)		121.1
Total Retail Tariff Sales Revenues	1,991.8		169.3		—		57.4		—		(6.2)		2,212.3
Wholesale Transmission Revenues	—		—		527.2		—		23.0		(408.5)		141.7
Wholesale Market Sales Revenues	133.8		12.2		—		1.1		—		—		147.1
Other Revenues from Contracts with Customers	29.6		1.2		3.5		1.8		303.1		(301.4)		37.8
Reserve for Revenues Subject to Refund (1)	(93.4)		—		—		(0.9)		—		—		(94.3)
Total Revenues from Contracts with Customers	2,061.8		182.7		530.7		59.4		326.1		(716.1)		2,444.6
Alternative Revenue Programs	(7.9)		2.7		(112.6)		2.3		—		102.0		(13.5)
Other Revenues (2)	1.3		0.1		0.2		0.1		—		—		1.7
Total Operating Revenues	$	2,055.2	$	185.5	$	418.3	$	61.8	$	326.1	$	(614.1)	$	2,432.8
	For the Nine Months Ended September 30, 2021
Eversource (Millions of Dollars)	Electric Distribution		Natural Gas Distribution		Electric Transmission		Water Distribution		Other		Eliminations		Total
Revenues from Contracts with Customers
Retail Tariff Sales
Residential	$	3,094.9	$	722.8	$	—	$	102.8	$	—	$	—	$	3,920.5
Commercial	1,902.9		356.4		—		47.0		—		(4.1)		2,302.2
Industrial	261.1		119.5		—		3.3		—		(12.8)		371.1
Total Retail Tariff Sales Revenues	5,258.9		1,198.7		—		153.1		—		(16.9)		6,593.8
Wholesale Transmission Revenues	—		—		1,338.4		—		62.5		(1,075.4)		325.5
Wholesale Market Sales Revenues	380.1		54.1		—		3.0		—		—		437.2
Other Revenues from Contracts with Customers	68.4		3.6		10.2		5.5		936.6		(929.6)		94.7
Reserve for Revenues Subject to Refund (1)	(93.4)		—		—		(2.2)		—		—		(95.6)
Total Revenues from Contracts with Customers	5,614.0		1,256.4		1,348.6		159.4		999.1		(2,021.9)		7,355.6
Alternative Revenue Programs	14.9		21.3		(119.2)		1.3		—		103.0		21.3
Other Revenues (2)	3.2		0.1		0.7		0.3		—		—		4.3
Total Operating Revenues	$	5,632.1	$	1,277.8	$	1,230.1	$	161.0	$	999.1	$	(1,918.9)	$	7,381.2

	For the Three Months Ended September 30, 2022						For the Three Months Ended September 30, 2021
(Millions of Dollars)	CL&P		NSTAR Electric		PSNH		CL&P		NSTAR Electric		PSNH
Revenues from Contracts with Customers
Retail Tariff Sales
Residential	$	739.1	$	507.6	$	246.2	$	572.0	$	401.9	$	172.9
Commercial	311.2		469.6		110.4		249.4		411.3		88.5
Industrial	41.9		39.3		24.4		35.0		35.9		25.3
Total Retail Tariff Sales Revenues	1,092.2		1,016.5		381.0		856.4		849.1		286.7
Wholesale Transmission Revenues	250.3		183.8		86.2		268.2		171.0		88.0
Wholesale Market Sales Revenues	232.9		57.5		26.7		100.3		21.3		12.2
Other Revenues from Contracts with Customers	7.5		10.7		3.1		12.1		14.3		7.3
Amortization of/(Reserve for)     Revenues Subject to Refund (1)	7.0		—		—		(93.4)		—		—
Total Revenues from Contracts with Customers	1,589.9		1,268.5		497.0		1,143.6		1,055.7		394.2
Alternative Revenue Programs	(65.1)		(20.5)		(7.2)		(82.0)		(14.4)		(24.1)
Other Revenues (2)	0.2		1.8		0.6		0.2		0.7		0.6
Eliminations	(155.9)		(144.3)		(59.8)		(142.2)		(123.3)		(55.8)
Total Operating Revenues	$	1,369.1	$	1,105.5	$	430.6	$	919.6	$	918.7	$	314.9
	For the Nine Months Ended September 30, 2022						For the Nine Months Ended September 30, 2021
(Millions of Dollars)	CL&P		NSTAR Electric		PSNH		CL&P		NSTAR Electric		PSNH
Revenues from Contracts with Customers
Retail Tariff Sales
Residential	$	1,864.4	$	1,239.0	$	580.5	$	1,558.6	$	1,069.0	$	467.3
Commercial	808.7		1,128.8		280.5		679.3		975.7		249.2
Industrial	111.4		104.0		68.7		100.2		89.5		71.4
Total Retail Tariff Sales Revenues	2,784.5		2,471.8		929.7		2,338.1		2,134.2		787.9
Wholesale Transmission Revenues	575.2		512.7		213.1		652.8		478.2		207.4
Wholesale Market Sales Revenues	656.3		163.1		75.8		278.1		64.7		37.3
Other Revenues from Contracts with Customers	22.8		34.1		8.8		28.8		36.8		14.9
Amortization of/(Reserve for)     Revenues Subject to Refund (1)	72.6		—		—		(93.4)		—		—
Total Revenues from Contracts with Customers	4,111.4		3,181.7		1,227.4		3,204.4		2,713.9		1,047.5
Alternative Revenue Programs	28.3		(14.4)		8.8		(74.2)		(11.3)		(18.8)
Other Revenues (2)	0.5		5.4		2.1		0.3		2.5		1.1
Eliminations	(449.6)		(420.4)		(161.2)		(394.0)		(362.0)		(142.6)
Total Operating Revenues	$	3,690.6	$	2,752.3	$	1,077.1	$	2,736.5	$	2,343.1	$	887.2

(1)    Amortization of Revenues Subject to Refund within the Electric Distribution segment in the third quarter and first nine months of 2022 primarily represents the reversal of a 2021 reserve at CL&P established to provide bill credits to customers as a result of the settlement agreement on October 1, 2021 and a storm performance penalty assessed by PURA. The reserve was reversed as customer credits were distributed to CL&P’s customers in retail electric rates. Total customer credits as a result of the 2021 settlement and civil penalty were $93.4 million. The settlement amount of $65 million was refunded over a two-month billing period from December 1, 2021 to January 31, 2022 and the civil penalty of $28.4 million was refunded over a one year billing period, which began September 1, 2021.

(2)    Other Revenues include certain fees charged to customers that are not considered revenue from contracts with customers. Other Revenues also include lease revenues under lessor accounting guidance of $1.0 million (including $0.2 million at CL&P and $0.6 million at NSTAR Electric) and $1.1 million (including $0.2 million at CL&P and $0.7 million at NSTAR Electric) for the three months ended September 30, 2022 and 2021, respectively, and $3.1 million (including $0.6 million at CL&P and $1.9 million at NSTAR Electric) and $3.8 million (including $0.6 million at CL&P and $2.5 million at NSTAR Electric) for the nine months ended September 30, 2022 and 2021, respectively.

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SEGMENT INFORMATION

9 Months Ended

Sep. 30, 2022

Segment Reporting [Abstract]

SEGMENT INFORMATION

SEGMENT INFORMATION

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

The remainder of Eversource's operations is presented as Other in the tables below and primarily consists of 1) the equity in earnings of Eversource parent from its subsidiaries and intercompany interest income, both of which are eliminated in consolidation, and interest expense related to the debt of Eversource parent, 2) the revenues and expenses of Eversource Service, most of which are eliminated in consolidation, 3) the operations of CYAPC and YAEC, 4) the results of other unregulated subsidiaries, which are not part of its core business, and 5) Eversource parent's equity ownership interests that are not consolidated, which primarily include the offshore wind business, a natural gas pipeline owned by Enbridge, Inc., and a renewable energy investment fund.

In the ordinary course of business, Yankee Gas, NSTAR Gas and EGMA purchase natural gas transmission services from the Enbridge, Inc. natural gas pipeline project described above. These affiliate transaction costs total $77.7 million annually and are classified as Purchased Power, Fuel and Transmission on the Eversource statements of income.

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

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

Eversource's segment information is as follows:

	For the Three Months Ended September 30, 2022
Eversource (Millions of Dollars)	Electric Distribution		Natural Gas Distribution		Electric Transmission		Water Distribution		Other		Eliminations		Total
Operating Revenues	$	2,795.1	$	225.6	$	468.8	$	65.1	$	343.5	$	(682.5)	$	3,215.6
Depreciation and Amortization	(256.9)		(25.1)		(85.1)		(12.7)		(35.4)		1.8		(413.4)
Other Operating Expenses	(2,261.5)		(226.3)		(143.7)		(28.8)		(265.7)		681.1		(2,244.9)
Operating Income/(Loss)	$	276.7	$	(25.8)	$	240.0	$	23.6	$	42.4	$	0.4	$	557.3
Interest Expense	$	(64.5)	$	(18.8)	$	(36.6)	$	(8.7)	$	(69.6)	$	20.0	$	(178.2)
Other Income, Net	59.6		11.1		10.1		2.1		429.9		(423.0)		89.8
Net Income/(Loss) Attributable to Common   Shareholders	225.1		(24.6)		155.8		16.7		379.0		(402.6)		349.4
	For the Nine Months Ended September 30, 2022
Eversource (Millions of Dollars)	Electric Distribution		Natural Gas Distribution		Electric Transmission		Water Distribution		Other		Eliminations		Total
Operating Revenues	$	7,185.8	$	1,569.4	$	1,361.6	$	168.2	$	1,062.7	$	(2,088.1)	$	9,259.6
Depreciation and Amortization	(806.7)		(116.2)		(250.3)		(37.5)		(98.8)		5.1		(1,304.4)
Other Operating Expenses	(5,743.2)		(1,244.3)		(414.3)		(82.9)		(876.5)		2,081.9		(6,279.3)
Operating Income	$	635.9	$	208.9	$	697.0	$	47.8	$	87.4	$	(1.1)	$	1,675.9
Interest Expense	$	(184.2)	$	(51.2)	$	(107.3)	$	(25.2)	$	(169.9)	$	46.3	$	(491.5)
Other Income, Net	160.1		31.9		28.3		6.4		1,280.1		(1,251.5)		255.3
Net Income Attributable to Common Shareholders	495.0		147.2		455.8		29.4		1,163.6		(1,206.3)		1,084.7
Cash Flows Used for Investments in Plant	823.9		424.5		823.3		103.4		177.6		—		2,352.7

	For the Three Months Ended September 30, 2021
Eversource (Millions of Dollars)	Electric Distribution		Natural Gas Distribution		Electric Transmission		Water Distribution		Other		Eliminations		Total
Operating Revenues	$	2,055.2	$	185.5	$	418.3	$	61.8	$	326.1	$	(614.1)	$	2,432.8
Depreciation and Amortization	(179.8)		(28.5)		(75.4)		(11.5)		(28.0)		1.1		(322.1)
Other Operating Expenses	(1,640.5)		(176.9)		(122.4)		(26.1)		(275.2)		613.7		(1,627.4)
Operating Income/(Loss)	$	234.9	$	(19.9)	$	220.5	$	24.2	$	22.9	$	0.7	$	483.3
Interest Expense	$	(61.0)	$	(15.7)	$	(33.5)	$	(8.0)	$	(42.5)	$	12.7	$	(148.0)
Other Income, Net	25.4		6.7		5.0		1.2		325.9		(320.4)		43.8
Net Income/(Loss) Attributable to Common    Shareholders	150.4		(22.0)		139.4		17.5		304.9		(307.0)		283.2
	For the Nine Months Ended September 30, 2021
Eversource (Millions of Dollars)	Electric Distribution		Natural Gas Distribution		Electric Transmission		Water Distribution		Other		Eliminations		Total
Operating Revenues	$	5,632.1	$	1,277.8	$	1,230.1	$	161.0	$	999.1	$	(1,918.9)	$	7,381.2
Depreciation and Amortization	(534.1)		(108.7)		(223.4)		(34.3)		(83.7)		3.1		(981.1)
Other Operating Expenses	(4,531.3)		(970.6)		(359.6)		(76.7)		(860.3)		1,918.9		(4,879.6)
Operating Income	$	566.7	$	198.5	$	647.1	$	50.0	$	55.1	$	3.1	$	1,520.5
Interest Expense	$	(175.4)	$	(44.2)	$	(98.7)	$	(24.0)	$	(125.9)	$	37.0	$	(431.2)
Other Income, Net	76.0		15.2		17.3		3.1		1,059.2		(1,046.2)		124.6
Net Income Attributable to Common Shareholders	365.4		129.6		412.4		30.0		982.5		(1,006.1)		913.8
Cash Flows Used for Investments in Plant	764.9		506.4		691.0		91.2		157.6		—		2,211.1

The following table summarizes Eversource's segmented total assets:

Eversource (Millions of Dollars)	Electric Distribution		Natural Gas Distribution		Electric Transmission		Water Distribution		Other		Eliminations		Total
As of September 30, 2022	$	26,992.6	$	7,692.6	$	13,225.3	$	2,627.9	$	24,865.4	$	(23,804.4)	$	51,599.4
As of December 31, 2021	25,411.2		7,215.9		12,377.8		2,551.1		22,674.7		(21,738.6)		48,492.1

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Eversource Energy is a public utility holding company primarily engaged, through its wholly-owned regulated utility subsidiaries, in the energy delivery business.  Eversource Energy's wholly-owned regulated utility subsidiaries consist of CL&P, NSTAR Electric and PSNH (electric utilities), Yankee Gas, NSTAR Gas and EGMA (natural gas utilities), and Aquarion (water utilities). Eversource provides energy delivery and/or water service to approximately 4.4 million electric, natural gas and water customers through twelve regulated utilities in Connecticut, Massachusetts and New Hampshire.

The unaudited condensed consolidated financial statements of Eversource, NSTAR Electric and PSNH include the accounts of each of their respective subsidiaries.  Intercompany transactions have been eliminated in consolidation.  The accompanying unaudited condensed consolidated financial statements of Eversource, NSTAR Electric and PSNH and the unaudited condensed financial statements of CL&P are herein collectively referred to as the "financial statements."

The combined notes to the financial statements have been prepared pursuant to the rules and regulations of the SEC.  Certain information and footnote disclosures included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations.  The accompanying financial statements should be read in conjunction with the Combined Notes to Financial Statements included in Item 8, "Financial Statements and Supplementary Data," of the Eversource 2021 Form 10-K, which was filed with the SEC on February 17, 2022. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

The financial statements contain, in the opinion of management, all adjustments (including normal, recurring adjustments) necessary to present fairly Eversource's, CL&P's, NSTAR Electric's and PSNH's financial position as of September 30, 2022 and December 31, 2021, and the results of operations, comprehensive income and common shareholders' equity for the three and nine months ended September 30, 2022 and 2021 and the cash flows for the nine months ended September 30, 2022 and 2021. The results of operations and comprehensive income for the three and nine months ended September 30, 2022 and 2021 and the cash flows for the nine months ended September 30, 2022 and 2021 are not necessarily indicative of the results expected for a full year.  

CYAPC and YAEC are inactive regional nuclear power companies engaged in the long-term storage of their spent nuclear fuel. Eversource consolidates the operations of CYAPC and YAEC because CL&P's, NSTAR Electric's and PSNH's combined ownership and voting interests in each of these entities is greater than 50 percent.  Intercompany transactions between CL&P, NSTAR Electric, PSNH and the CYAPC and YAEC companies have been eliminated in consolidation of the Eversource financial statements.

Eversource holds several equity ownership interests that are not consolidated and are accounted for under the equity method.

Eversource's utility subsidiaries' electric, natural gas and water distribution and transmission businesses are subject to rate-regulation that is based on cost recovery and meets the criteria for application of accounting guidance for entities with rate-regulated operations, which considers the effect of regulation on the differences in the timing of the recognition of certain revenues and expenses from those of other businesses and industries. See Note 2, "Regulatory Accounting," for further information.

Certain reclassifications of prior period data were made in the accompanying financial statements to conform to the current period presentation.

Allowance for Uncollectible Accounts

Allowance for Uncollectible Accounts

Receivables, Net on the balance sheets primarily includes trade receivables from retail customers and customers related to wholesale transmission contracts, wholesale market sales, sales of RECs, and property rentals. Receivables, Net also includes customer receivables for the purchase of electricity from a competitive third party supplier, the current portion of customer energy efficiency loans, property damage receivables and other miscellaneous receivables. There is no material concentration of receivables. Receivables are recorded at amortized cost, net of a credit loss provision (or allowance for uncollectible accounts).

Receivables are presented net of expected credit losses at estimated net realizable value by maintaining an allowance for uncollectible accounts. The current expected credit loss (CECL) model is applied to receivables for purposes of calculating the allowance for uncollectible accounts. This model is based on expected losses and results in the recognition of estimated expected credit losses, including uncollectible amounts for both billed and unbilled revenues, over the life of the receivable at the time a receivable is recorded.

The allowance for uncollectible accounts is determined based upon a variety of judgments and factors, including an aging-based quantitative assessment that applies an estimated uncollectible percentage to each receivable aging category.  Factors in determining credit loss include historical collection, write-off experience, analysis of delinquency statistics, and management's assessment of collectability from customers, including current conditions, customer payment trends, the impact on customer bills because of energy usage trends and changes in rates, flexible payment plans and financial hardship arrearage management programs being offered to customers, reasonable forecasts, and expectations of future collectability and collection efforts. Management continuously assesses the collectability of receivables and adjusts estimates based on actual experience and future expectations based on economic conditions, collection efforts and other factors.  Management also monitors the aging analysis of receivables to determine if there are changes in the collections of accounts receivable. Receivable balances are written off against the allowance for uncollectible accounts when the customer accounts are no longer in service and these balances are deemed to be uncollectible. Management concluded that the reserve balance as of September 30, 2022 adequately reflected the collection risk and net realizable value for its receivables.

As of September 30, 2022 and December 31, 2021, the total amount incurred as a result of COVID-19 included in the allowance for uncollectible accounts was $55.5 million and $55.3 million at Eversource, $19.7 million and $23.9 million at CL&P, and $4.1 million and $9.0 million at NSTAR Electric, respectively. At our Connecticut and Massachusetts utilities, the COVID-19 related uncollectible amounts were deferred either as incremental regulatory costs or deferred through existing regulatory tracking mechanisms that recover uncollectible energy supply costs, as management believes it is probable that these costs will ultimately be recovered from customers in future rates. No COVID-19 related uncollectible amounts were deferred at PSNH as a result of a July 2021 NHPUC order. Based on the status of our COVID-19 regulatory dockets, policies and practices in the jurisdictions in which we operate, we believe the state regulatory commissions in Connecticut and Massachusetts will allow us to recover our incremental uncollectible customer receivable costs associated with COVID-19.

The PURA allows CL&P and Yankee Gas to accelerate the recovery of accounts receivable balances attributable to qualified customers under financial or medical duress (uncollectible hardship accounts receivable) outstanding for greater than 180 days and 90 days, respectively.  The DPU allows NSTAR Electric, NSTAR Gas and EGMA to recover in rates amounts associated with certain uncollectible hardship accounts receivable. These uncollectible hardship customer account balances are included in Regulatory Assets or Other Long-Term Assets on the balance sheets. Hardship customers are protected from shut-off in certain circumstances, and historical collection experience has reflected a higher default risk as compared to the rest of the receivable population. Management uses a higher credit risk profile for this pool of trade receivables as compared to non-hardship receivables. The allowance for uncollectible hardship accounts is included in the total uncollectible allowance balance.

The total allowance for uncollectible accounts is included in Receivables, Net on the balance sheets.

Fair Value Measurements

Fair Value Measurements

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

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

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

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

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

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

Other Taxes

Other TaxesEversource's companies that serve customers in Connecticut collect gross receipts taxes levied by the state of Connecticut from their customers. These gross receipts taxes are recorded separately with collections in Operating Revenues and with payments in Taxes Other Than Income Taxes on the statements of incomeAs agents for state and local governments, Eversource's companies that serve customers in Connecticut and Massachusetts collect certain sales taxes that are recorded on a net basis with no impact on the statements of income.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Allowance for Uncollectible Accounts

The activity in the allowance for uncollectible accounts by portfolio segment as of September 30th is as follows:

	Eversource						CL&P						NSTAR Electric						PSNH
(Millions of Dollars)	Hardship Accounts		Retail (Non-Hardship), Wholesale, and Other		Total Allowance		Hardship Accounts		Retail (Non-Hardship), Wholesale, and Other		Total Allowance		Hardship Accounts		Retail (Non-Hardship), Wholesale, and Other		Total Allowance		Total Allowance
Three Months Ended 2022
Beginning Balance	$	242.7	$	215.1	$	457.8	$	152.1	$	40.6	$	192.7	$	45.0	$	55.5	$	100.5	$	27.3
Uncollectible Expense	—		10.7		10.7		—		4.1		4.1		—		3.5		3.5		3.5
Uncollectible Costs Deferred (1)	15.6		9.4		25.0		11.3		2.0		13.3		2.8		4.0		6.8		0.1
Write-Offs	(6.5)		(33.2)		(39.7)		(5.0)		(7.7)		(12.7)		(0.3)		(12.3)		(12.6)		(2.3)
Recoveries Collected	0.3		3.5		3.8		0.2		1.0		1.2		—		1.3		1.3		0.2
Ending Balance	$	252.1	$	205.5	$	457.6	$	158.6	$	40.0	$	198.6	$	47.5	$	52.0	$	99.5	$	28.8
Nine Months Ended 2022
Beginning Balance	$	226.1	$	191.3	$	417.4	$	144.6	$	36.7	$	181.3	$	43.3	$	53.7	$	97.0	$	24.3
Uncollectible Expense	—		40.8		40.8		—		10.8		10.8		—		12.2		12.2		8.1
Uncollectible Costs Deferred (1)	38.0		36.7		74.7		22.3		2.0		24.3		4.9		11.8		16.7		1.2
Write-Offs	(13.5)		(76.3)		(89.8)		(9.4)		(14.4)		(23.8)		(0.7)		(30.6)		(31.3)		(5.4)
Recoveries Collected	1.5		13.0		14.5		1.1		4.9		6.0		—		4.9		4.9		0.6
Ending Balance	$	252.1	$	205.5	$	457.6	$	158.6	$	40.0	$	198.6	$	47.5	$	52.0	$	99.5	$	28.8

	Eversource						CL&P						NSTAR Electric						PSNH
(Millions of Dollars)	Hardship Accounts		Retail (Non-Hardship), Wholesale, and Other		Total Allowance		Hardship Accounts		Retail (Non-Hardship), Wholesale, and Other		Total Allowance		Hardship Accounts		Retail (Non-Hardship), Wholesale, and Other		Total Allowance		Total Allowance
Three Months Ended 2021
Beginning Balance	$	210.7	$	215.1	$	425.8	$	145.6	$	43.2	$	188.8	$	35.9	$	62.1	$	98.0	$	17.2
Uncollectible Expense	—		12.0		12.0		—		3.6		3.6		—		5.1		5.1		1.2
Uncollectible Costs Deferred (1)	22.8		1.7		24.5		4.5		5.7		10.2		11.8		(3.5)		8.3		1.2
Write-Offs	(3.9)		(20.5)		(24.4)		(3.5)		(5.4)		(8.9)		(0.1)		(7.4)		(7.5)		(2.8)
Recoveries Collected	0.3		3.5		3.8		0.2		1.6		1.8		—		1.1		1.1		0.2
Ending Balance	$	229.9	$	211.8	$	441.7	$	146.8	$	48.7	$	195.5	$	47.6	$	57.4	$	105.0	$	17.0
Nine Months Ended 2021
Beginning Balance	$	194.8	$	164.1	$	358.9	$	129.1	$	28.3	$	157.4	$	39.7	$	51.9	$	91.6	$	17.2
Uncollectible Expense	—		39.7		39.7		—		10.2		10.2		—		12.5		12.5		4.4
Uncollectible Costs Deferred (1)	44.8		53.3		98.1		25.7		21.4		47.1		8.3		11.8		20.1		2.0
Write-Offs	(10.6)		(55.2)		(65.8)		(8.7)		(14.8)		(23.5)		(0.4)		(22.6)		(23.0)		(7.3)
Recoveries Collected	0.9		9.9		10.8		0.7		3.6		4.3		—		3.8		3.8		0.7
Ending Balance	$	229.9	$	211.8	$	441.7	$	146.8	$	48.7	$	195.5	$	47.6	$	57.4	$	105.0	$	17.0

(1) These expected credit losses are deferred as regulatory costs on the balance sheets, as these amounts are ultimately recovered in rates. Amounts include uncollectible costs for hardship accounts and other customer receivables, including uncollectible amounts related to uncollectible energy supply costs and COVID-19.

Components of Other Income, Net

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

	For the Three Months Ended
	September 30, 2022								September 30, 2021
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
Pension, SERP and PBOP Non-Service    Income Components, Net of Deferred Portion	$	55.3	$	16.2	$	21.6	$	6.8	$	21.7	$	4.2	$	10.1	$	2.5
AFUDC Equity	12.6		3.7		6.5		0.7		10.3		1.7		6.2		0.3
Equity in Earnings of Unconsolidated Affiliates	3.8		—		0.1		—		4.9		—		0.1		—
Investment Income/(Loss)	1.3		0.2		0.4		0.2		(0.6)		(0.3)		(0.2)		(0.1)
Interest Income	14.1		1.8		9.2		0.4		7.3		1.3		3.9		0.4
Gain on Sale of Property	2.5		—		—		—		—		—		—		—
Other	0.2		—		0.1		—		0.2		—		0.1		0.1
Total Other Income, Net	$	89.8	$	21.9	$	37.9	$	8.1	$	43.8	$	6.9	$	20.2	$	3.2
	For the Nine Months Ended
	September 30, 2022								September 30, 2021
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
Pension, SERP and PBOP Non-Service    Income Components, Net of Deferred Portion	$	164.5	$	48.3	$	64.0	$	20.1	$	63.9	$	11.2	$	30.3	$	7.9
AFUDC Equity	33.7		9.3		17.5		1.7		28.7		5.1		18.6		1.2
Equity in Earnings of Unconsolidated Affiliates (1)	20.8		—		0.2		—		13.3		—		0.3		—
Investment Income/(Loss)	2.4		(0.9)		0.6		0.5		0.7		1.2		0.6		0.3
Interest Income	30.3		4.6		18.8		1.1		17.2		4.1		8.8		2.0
Gain on Sale of Property	2.7		—		—		—		0.1		—		—		0.1
Other	0.9		—		0.3		—		0.7		0.1		0.3		0.1
Total Other Income, Net	$	255.3	$	61.3	$	101.4	$	23.4	$	124.6	$	21.7	$	58.9	$	11.6

(1)    Equity in earnings of unconsolidated affiliates includes $12.2 million and $2.1 million of pre-tax unrealized gains associated with an investment in a renewable energy fund for the nine months ended September 30, 2022 and 2021, respectively.

Investments in Unconsolidated Affiliates

Eversource's investments included the following:

(Millions of Dollars)	Ownership Interest		As of September 30, 2022		As of December 31, 2021
Offshore Wind Business - North East Offshore	50	%	$	1,823.5	$	1,213.6
Natural Gas Pipeline - Algonquin Gas Transmission, LLC	15	%	119.6		121.9
Renewable Energy Investment Fund	90	%	84.5		76.5
Other	various		25.8		24.3
Total Investments in Unconsolidated Affiliates			$	2,053.4	$	1,436.3

Other Taxes

These gross receipts taxes are recorded separately with collections in Operating Revenues and with payments in Taxes Other Than Income Taxes on the statements of income as follows:

	For the Three Months Ended				For the Nine Months Ended
(Millions of Dollars)	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Eversource	$	52.9	$	49.4	$	146.0	$	137.9
CL&P	49.2		46.1		126.0		120.7

Non-cash Investing Activities

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

(Millions of Dollars)	As of September 30, 2022		As of September 30, 2021
Eversource	$	394.1	$	359.6
CL&P	96.7		75.3
NSTAR Electric	94.5		94.2
PSNH	49.7		32.8

Reconciliation of Cash Balances to Cash and Restricted Cash

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

	As of September 30, 2022								As of December 31, 2021
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
Cash and Cash Equivalents as reported on the Balance Sheets	$	485.7	$	14.3	$	453.6	$	2.2	$	66.8	$	55.8	$	0.7	$	—
Restricted cash included in:
Special Deposits	76.5		8.7		17.3		18.7		78.2		18.7		17.4		31.4
Marketable Securities	20.8		0.1		—		0.1		31.3		0.3		0.1		0.5
Other Long-Term Assets	19.3		—		—		3.2		44.7		—		—		3.2
Cash, Cash Equivalents and Restricted Cash as reported on the Statements of Cash Flows	$	602.3	$	23.1	$	470.9	$	24.2	$	221.0	$	74.8	$	18.2	$	35.1

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REGULATORY ACCOUNTING (Tables)

9 Months Ended

Sep. 30, 2022

Regulated Operations [Abstract]

Components of Regulatory Assets

The components of regulatory assets were as follows:

	As of September 30, 2022								As of December 31, 2021
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
Benefit Costs	$	1,408.9	$	263.3	$	389.0	$	114.6	$	1,481.0	$	272.4	$	395.5	$	118.9
Storm Costs, Net	1,243.9		722.5		459.9		61.5		1,102.7		695.6		341.3		65.8
Regulatory Tracking Mechanisms	941.2		214.4		339.0		70.4		1,050.5		333.6		376.6		85.4
Income Taxes, Net	808.5		480.0		114.5		17.4		790.7		470.5		112.6		17.5
Securitized Stranded Costs	446.5		—		—		446.5		478.9		—		—		478.9
Goodwill-related	285.2		—		244.8		—		297.8		—		255.7		—
Derivative Liabilities	195.9		195.9		—		—		249.2		249.2		—		—
Asset Retirement Obligations	124.3		35.3		66.0		4.3		115.0		33.6		59.8		4.1
Other Regulatory Assets	248.0		27.1		32.0		14.1		150.0		29.9		37.7		15.8
Total Regulatory Assets	5,702.4		1,938.5		1,645.2		728.8		5,715.8		2,084.8		1,579.2		786.4
Less:  Current Portion	1,143.6		305.6		387.3		110.1		1,129.1		371.6		444.0		107.2
Total Long-Term Regulatory Assets	$	4,558.8	$	1,632.9	$	1,257.9	$	618.7	$	4,586.7	$	1,713.2	$	1,135.2	$	679.2

Components of Regulatory Liabilities

The components of regulatory liabilities were as follows:

	As of September 30, 2022								As of December 31, 2021
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
EDIT due to Tax Cuts and Jobs Act of 2017	$	2,629.0	$	986.1	$	952.6	$	350.0	$	2,685.2	$	996.1	$	984.5	$	359.2
Cost of Removal	654.5		122.4		418.3		19.3		649.6		100.1		381.0		17.2
Regulatory Tracking Mechanisms	957.4		455.7		326.2		165.1		448.4		182.0		185.1		107.0
Deferred Portion of Non-Service Income    Components of Pension, SERP and PBOP	240.3		28.9		127.5		25.3		148.3		12.0		90.7		14.9
Benefit Costs	110.9		—		88.1		—		133.5		—		107.4		—
AFUDC - Transmission	93.1		46.4		46.7		—		81.0		43.2		37.8		—
CL&P Settlement Agreement and Storm   Performance Penalty	—		—		—		—		81.3		81.3		—		—
Other Regulatory Liabilities	204.6		38.6		4.4		6.7		241.4		45.1		0.8		3.3
Total Regulatory Liabilities	4,889.8		1,678.1		1,963.8		566.4		4,468.7		1,459.8		1,787.3		501.6
Less:  Current Portion	988.7		434.5		368.0		185.1		602.4		266.5		228.2		120.2
Total Long-Term Regulatory Liabilities	$	3,901.1	$	1,243.6	$	1,595.8	$	381.3	$	3,866.3	$	1,193.3	$	1,559.1	$	381.4

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PROPERTY, PLANT AND EQUIPMENT AND ACCUMULATED DEPRECIATION (Tables)

9 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Abstract]

Summary of Property, Plant, and Equipment

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

Eversource	As of September 30, 2022		As of December 31, 2021
(Millions of Dollars)
Distribution - Electric	$	18,132.2	$	17,679.1
Distribution - Natural Gas	7,020.1		6,694.8
Transmission - Electric	13,371.2		12,882.4
Distribution - Water	1,971.1		1,900.9
Solar	200.9		200.9
Utility	40,695.5		39,358.1
Other (1)	1,663.4		1,469.5
Property, Plant and Equipment, Gross	42,358.9		40,827.6
Less:  Accumulated Depreciation
Utility	(9,070.0)		(8,885.2)
Other	(672.9)		(580.1)
Total Accumulated Depreciation	(9,742.9)		(9,465.3)
Property, Plant and Equipment, Net	32,616.0		31,362.3
Construction Work in Progress	2,413.5		2,015.4
Total Property, Plant and Equipment, Net	$	35,029.5	$	33,377.7

	As of September 30, 2022						As of December 31, 2021
(Millions of Dollars)	CL&P		NSTAR Electric		PSNH		CL&P		NSTAR Electric		PSNH
Distribution - Electric	$	7,297.2	$	8,329.1	$	2,546.2	$	7,117.6	$	8,105.5	$	2,496.2
Transmission - Electric	6,022.8		5,243.3		2,106.8		5,859.0		5,090.5		1,934.6
Solar	—		200.9		—		—		200.9		—
Property, Plant and Equipment, Gross	13,320.0		13,773.3		4,653.0		12,976.6		13,396.9		4,430.8
Less:  Accumulated Depreciation	(2,571.5)		(3,322.3)		(908.2)		(2,572.1)		(3,227.3)		(908.4)
Property, Plant and Equipment, Net	10,748.5		10,451.0		3,744.8		10,404.5		10,169.6		3,522.4
Construction Work in Progress	478.2		914.2		172.8		399.0		707.0		134.1
Total Property, Plant and Equipment, Net	$	11,226.7	$	11,365.2	$	3,917.6	$	10,803.5	$	10,876.6	$	3,656.5

(1)    These assets are primarily comprised of computer software, hardware and equipment at Eversource Service and buildings at The Rocky River Realty Company.

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DERIVATIVE INSTRUMENTS (Tables)

9 Months Ended

Sep. 30, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Gross Fair Values and Net Amounts of Contracts

The following table presents the gross fair values of contracts, categorized by risk type, and the net amounts recorded as current or long-term derivative assets or liabilities:

		As of September 30, 2022						As of December 31, 2021
CL&P (Millions of Dollars)	Fair Value Hierarchy	Commodity Supply and Price Risk Management		Netting (1)		Net Amount Recorded as a Derivative		Commodity Supply and Price Risk Management		Netting (1)		Net Amount Recorded as a Derivative
Current Derivative Assets	Level 3	$	15.7	$	(0.5)	$	15.2	$	14.7	$	(1.0)	$	13.7
Long-Term Derivative Assets	Level 3	32.8		(1.0)		31.8		46.9		(0.9)		46.0
Current Derivative Liabilities	Level 3	(78.6)		—		(78.6)		(73.5)		—		(73.5)
Long-Term Derivative Liabilities	Level 3	(164.3)		—		(164.3)		(235.4)		—		(235.4)

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

Summary of Level 3 Derivative Contracts and Significant Unobservable Inputs Used

The following is a summary of the significant unobservable inputs utilized in the valuations of the derivative contracts classified as Level 3:

	As of September 30, 2022								As of December 31, 2021
CL&P	Range				Average			Period Covered	Range				Average			Period Covered
Forward Reserve Prices	$	0.44	—	$0.50	$	0.47	per kW-Month	2023 - 2024	$	0.50	—	$1.15	$	0.82	per kW-Month	2022 - 2024

Changes in the Level 3 Category of Derivative Assets Measured at Fair Value on a Recurring Basis

The following table presents changes in the Level 3 category of derivative assets and derivative liabilities measured at fair value on a recurring basis.  The derivative assets and liabilities are presented on a net basis.

CL&P	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(Millions of Dollars)	2022		2021		2022		2021
Derivatives, Net:
Fair Value as of Beginning of Period	$	(213.3)	$	(279.7)	$	(249.2)	$	(293.1)
Net Realized/Unrealized Gains/(Losses) Included in Regulatory Assets	2.4		0.7		11.2		(10.9)
Settlements	15.0		13.7		42.1		38.7
Fair Value as of End of Period	$	(195.9)	$	(265.3)	$	(195.9)	$	(265.3)

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MARKETABLE SECURITIES (Tables)

9 Months Ended

Sep. 30, 2022

Investments, Debt and Equity Securities [Abstract]

Summary of Available-for-Sale Debt Securities

The following is a summary of the available-for-sale debt securities:

	As of September 30, 2022								As of December 31, 2021
Eversource (Millions of Dollars)	Amortized Cost		Pre-Tax Unrealized Gains		Pre-Tax Unrealized Losses		Fair Value		Amortized Cost		Pre-Tax Unrealized Gains		Pre-Tax Unrealized Losses		Fair Value
Debt Securities	$	205.4	$	0.2	$	(15.5)	$	190.1	$	214.5	$	5.1	$	(0.2)	$	219.4

Contractual Maturities of Available-for-Sale Debt Securities

As of September 30, 2022, the contractual maturities of available-for-sale debt securities were as follows:

 

Eversource (Millions of Dollars)	Amortized Cost		Fair Value
Less than one year (1)	$	22.4	$	22.4
One to five years	56.0		54.6
Six to ten years	40.8		36.7
Greater than ten years	86.2		76.4
Total Debt Securities	$	205.4	$	190.1

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

Marketable Securities Recorded at Fair Value on a Recurring Basis by Level

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

Eversource (Millions of Dollars)	As of September 30, 2022		As of December 31, 2021
Level 1:
Mutual Funds and Equities	$	193.4	$	254.2
Money Market Funds	20.8		31.3
Total Level 1	$	214.2	$	285.5
Level 2:
U.S. Government Issued Debt Securities (Agency and Treasury)	$	77.4	$	81.3
Corporate Debt Securities	54.8		65.3
Asset-Backed Debt Securities	9.5		12.6
Municipal Bonds	13.0		12.3
Other Fixed Income Securities	14.6		16.6
Total Level 2	$	169.3	$	188.1
Total Marketable Securities	$	383.5	$	473.6

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SHORT-TERM AND LONG-TERM DEBT (Tables)

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Borrowings Outstanding and Available under the Commercial Paper Programs

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

	Borrowings Outstanding as of				Available Borrowing Capacity as of				Weighted-Average Interest Rate as of
	September 30, 2022		December 31, 2021		September 30, 2022		December 31, 2021		September 30, 2022		December 31, 2021
(Millions of Dollars)
Eversource Parent Commercial Paper Program	$	401.5	$	1,343.0	$	1,598.5	$	657.0	3.34	%	0.31	%
NSTAR Electric Commercial Paper Program	—		162.5		650.0		487.5		—	%	0.14	%

Summary of Long-Term Debt Issuance and Repayments

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

(Millions of Dollars)	Issuance/(Repayment)			Issue Date or Repayment Date	Maturity Date	Use of Proceeds for Issuance/ Repayment Information
NSTAR Electric 4.55% 2022 Debentures	$	450.0		May 2022	June 2052	Repaid short-term debt, paid capital expenditures and working capital
NSTAR Electric 4.95% 2022 Debentures	400.0			September 2022	September 2052	Refinanced investments in eligible green expenditures, which were previously financed using short-term debt from October 1, 2020 through June 30, 2022
NSTAR Electric 2.375% 2012 Debentures	(400.0)			October 2022	October 2022	Paid at maturity
Eversource Parent 2.90% Series V Senior Notes	650.0			February 2022	March 2027	Repaid Series K Senior Notes at maturity and short-term debt
Eversource Parent 3.375% Series W Senior Notes	650.0			February 2022	March 2032	Repaid Series K Senior Notes at maturity and short-term debt
Eversource Parent 4.20% Series X Senior Notes	900.0			June 2022	June 2024	Repaid short-term debt and paid working capital
Eversource Parent 4.60% Series Y Senior Notes	600.0			June 2022	July 2027	Repaid short-term debt and paid working capital
Eversource Parent 2.75% Series K Senior Notes	(750.0)			March 2022	March 2022	Paid at maturity
Yankee Gas 8.48% Series B First Mortgage Bonds	(20.0)			March 2022	March 2022	Paid at maturity
Yankee Gas 4.31% Series U First Mortgage Bonds	100.0			September 2022	September 2032	Repaid short-term debt, paid capital expenditures and for general corporate purposes
EGMA 4.70% Series C First Mortgage Bonds	100.0			June 2022	June 2052	Repaid short-term debt, paid capital expenditures and for general corporate purposes
NSTAR Gas 4.40% Series V First Mortgage Bonds	125.0			July 2022	August 2032	Repaid short-term debt, paid capital expenditures and for general corporate purposes
Aquarion Water Company of New Hampshire 4.45% General Mortgage Bonds	(5.0)		0	July 2022	July 2022	Paid at maturity
Aquarion Water Company of Connecticut 4.69% Senior Notes	70.0			August 2022	September 2052	Repaid short-term debt

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RATE REDUCTION BONDS AND VARIABLE INTEREST ENTITIES (Tables)

9 Months Ended

Sep. 30, 2022

Rate Reduction Bonds and Variable Interest Entity [Abstract]

Summary of the Impact of Funding on the Balance Sheets and Income Statements

The following tables summarize the impact of PSNH Funding on PSNH's balance sheets and income statements:

(Millions of Dollars)
PSNH Balance Sheets:	As of September 30, 2022		As of December 31, 2021
Restricted Cash - Current Portion (included in Current Assets)	$	18.0	$	31.1
Restricted Cash - Long-Term Portion (included in Other Long-Term Assets)	3.2		3.2
Securitized Stranded Cost (included in Regulatory Assets)	446.5		478.9
Other Regulatory Liabilities (included in Regulatory Liabilities)	7.9		5.4
Accrued Interest (included in Other Current Liabilities)	2.8		7.5
Rate Reduction Bonds - Current Portion	43.2		43.2
Rate Reduction Bonds - Long-Term Portion	410.5		453.7

(Millions of Dollars) PSNH Income Statements:	For the Three Months Ended				For the Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Amortization of RRB Principal (included in Amortization of Regulatory Assets, Net)	$	10.8	$	10.8	$	32.4	$	32.4
Interest Expense on RRB Principal (included in Interest Expense)	4.2		4.5		12.9		13.9

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PENSION BENEFITS AND POSTRETIREMENT BENEFITS OTHER THAN PENSION (Tables)

9 Months Ended

Sep. 30, 2022

Postemployment Benefits [Abstract]

Components of Net Periodic Benefit Expense/(Income)

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

	Pension and SERP								PBOP
	For the Three Months Ended September 30, 2022								For the Three Months Ended September 30, 2022
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
Service Cost	$	17.5	$	4.7	$	3.4	$	1.7	$	2.9	$	0.5	$	0.5	$	0.3
Interest Cost	38.6		7.8		8.2		4.2		5.0		0.9		1.3		0.5
Expected Return on Plan Assets	(130.7)		(26.5)		(32.1)		(14.0)		(22.5)		(2.8)		(10.6)		(1.7)
Actuarial Losses, net	28.4		4.0		8.1		1.9		—		—		—		—
Prior Service Cost/(Credit)	0.4		—		0.1		—		(5.4)		0.3		(4.2)		0.1
Total Net Periodic Benefit Plan Income	$	(45.8)	$	(10.0)	$	(12.3)	$	(6.2)	$	(20.0)	$	(1.1)	$	(13.0)	$	(0.8)
Intercompany Income Allocations	N/A		$	(4.0)	$	(3.2)	$	(1.0)	N/A		$	(0.9)	$	(0.9)	$	(0.3)
	Pension and SERP								PBOP
	For the Nine Months Ended September 30, 2022								For the Nine Months Ended September 30, 2022
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
Service Cost	$	52.7	$	13.9	$	10.4	$	5.2	$	8.7	$	1.5	$	1.5	$	0.8
Interest Cost	115.8		23.4		24.5		12.6		15.1		2.7		3.9		1.6
Expected Return on Plan Assets	(393.1)		(79.6)		(96.2)		(42.1)		(67.5)		(8.4)		(31.8)		(5.0)
Actuarial Losses, net	87.5		12.2		24.7		6.0		—		—		—		—
Prior Service Cost/(Credit)	1.1		—		0.3		—		(16.2)		0.8		(12.7)		0.3
Total Net Periodic Benefit Plan Income	$	(136.0)	$	(30.1)	$	(36.3)	$	(18.3)	$	(59.9)	$	(3.4)	$	(39.1)	$	(2.3)
Intercompany Income Allocations	N/A		$	(11.9)	$	(9.3)	$	(2.7)	N/A		$	(2.7)	$	(2.7)	$	(0.9)
	Pension and SERP								PBOP
	For the Three Months Ended September 30, 2021								For the Three Months Ended September 30, 2021
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
Service Cost	$	21.5	$	5.6	$	4.0	$	2.2	$	3.3	$	0.5	$	0.6	$	0.3
Interest Cost	32.5		6.7		6.7		3.7		4.3		0.8		1.1		0.4
Expected Return on Plan Assets	(109.5)		(21.7)		(27.1)		(11.9)		(19.8)		(2.5)		(9.2)		(1.6)
Actuarial Loss	60.7		10.8		15.3		5.3		2.0		0.4		0.5		0.1
Prior Service Cost/(Credit)	0.3		—		0.1		—		(5.3)		0.3		(4.3)		0.1
Total Net Periodic Benefit Plan Expense/(Income)	$	5.5	$	1.4	$	(1.0)	$	(0.7)	$	(15.5)	$	(0.5)	$	(11.3)	$	(0.7)
Intercompany Expense/(Income) Allocations	N/A		$	2.2	$	2.4	$	0.7	N/A		$	(0.4)	$	(0.5)	$	(0.2)

	Pension and SERP								PBOP
	For the Nine Months Ended September 30, 2021								For the Nine Months Ended September 30, 2021
(Millions of Dollars)	Eversource		CL&P		NSTAR Electric		PSNH		Eversource		CL&P		NSTAR Electric		PSNH
Service Cost	$	64.3	$	17.4	$	11.9	$	6.6	$	10.1	$	1.7	$	1.8	$	0.9
Interest Cost	97.5		20.7		20.1		10.9		12.9		2.4		3.3		1.3
Expected Return on Plan Assets	(328.0)		(65.0)		(81.1)		(35.6)		(59.3)		(7.7)		(27.7)		(4.6)
Actuarial Loss	183.1		34.6		46.1		15.4		5.9		1.2		1.6		0.4
Prior Service Cost/(Credit)	1.1		—		0.3		—		(15.9)		0.8		(12.7)		0.3
Total Net Periodic Benefit Plan Expense/(Income)	$	18.0	$	7.7	$	(2.7)	$	(2.7)	$	(46.3)	$	(1.6)	$	(33.7)	$	(1.7)
Intercompany Expense/(Income) Allocations	N/A		$	5.8	$	6.4	$	1.9	N/A		$	(1.3)	$	(1.5)	$	(0.5)

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COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Environmental Sites and Related Reserves

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

	As of September 30, 2022			As of December 31, 2021
	Number of Sites	Reserve (in millions)		Number of Sites	Reserve (in millions)
Eversource	62	$	121.1	61	$	115.4
CL&P	14	14.1		14	13.9
NSTAR Electric	11	3.5		11	3.3
PSNH	9	6.2		9	6.3

Non-Cancelable Commitments under Purchase Commitment Contracts

Renewable energy contracts include non-cancelable commitments under contracts of NSTAR Electric for the purchase of energy and RECs from renewable energy facilities.

NSTAR Electric
(Millions of Dollars)	2022		2023		2024		2025		2026		Thereafter		Total
Renewable Energy	$	27.1	$	78.3	$	269.4	$	315.8	$	322.1	$	5,812.2	$	6,824.9

Summary of Exposure to Guarantees and Indemnifications

The following table summarizes Eversource parent's exposure to guarantees and indemnifications of its subsidiaries and affiliates to external parties, and primarily relates to its offshore wind business:  

As of September 30, 2022
Company (Obligor)	Description	Maximum Exposure (in millions)		Expiration Dates
North East Offshore LLC	Construction-related purchase agreements with third-party contractors (1)	$	759.6	(1)
Sunrise Wind LLC	Construction-related purchase agreements with third-party contractors (2)	288.1		2025 - 2026
Revolution Wind, LLC	Construction-related purchase agreements with third-party contractors (3)	419.0		2024 - 2027
South Fork Wind, LLC	Construction-related purchase agreements with third-party contractors (4)	142.7		2023 - 2026
Eversource Investment LLC	Funding and indemnification obligations of North East Offshore LLC (5)	94.8		(5)
South Fork Wind, LLC	Power Purchase Agreement Security (6)	7.1		(6)
Sunrise Wind LLC	OREC capacity production (7)	2.2		(7)
Bay State Wind LLC	Real estate purchase	2.5		2023
South Fork Wind, LLC	Transmission interconnection	1.2		—
Eversource Investment LLC	Letters of Credit (8)	4.3		—
Various	Surety bonds (9)	35.7		2022 - 2023
Eversource Service	Lease payments for real estate	0.6		2024

(1)    Eversource parent issued guarantees on behalf of its 50 percent-owned affiliate, North East Offshore LLC (NEO), under which Eversource parent agreed to guarantee 50 percent of NEO’s performance of obligations under certain purchase agreements with third-party contractors, in an aggregate amount not to exceed $1.3 billion with an expiration date in 2025. Eversource parent also issued a separate guarantee to Ørsted on behalf of NEO, under which Eversource parent agreed to guarantee 50 percent of NEO’s payment obligations under certain offshore wind project construction-related agreements with Ørsted in an aggregate amount not to exceed $62.5 million and expiring upon full performance of the guaranteed obligation. Any amounts paid under this guarantee to Ørsted will count toward, but not increase, the maximum amount of the Funding Guarantee described in Note 5, below.

(2)     Eversource parent issued guarantees on behalf of its 50 percent-owned affiliate, Sunrise Wind LLC, whereby Eversource parent will guarantee Sunrise Wind LLC's performance of certain obligations, in an aggregate amount not to exceed $461.9 million, in connection with construction-related purchase agreements. Eversource parent’s obligations under the guarantees expire upon the earlier of (i) dates ranging from March 2025 and April 2026 and (ii) full performance of the guaranteed obligations.     

(3)    Eversource parent issued guarantees on behalf of its 50 percent-owned affiliate, Revolution Wind, LLC, whereby Eversource parent will guarantee Revolution Wind, LLC's performance of certain obligations, in an aggregate amount not to exceed $542.1 million, in connection with construction-related purchase agreements. Eversource parent’s obligations under the guarantees expire upon the earlier of (i) dates ranging from May 2024 and November 2027 and (ii) full performance of the guaranteed obligations.

(4)    Eversource parent issued guarantees on behalf of its 50 percent-owned affiliate, South Fork Wind, LLC, whereby Eversource parent will guarantee South Fork Wind, LLC's performance of certain obligations in connection with construction-related purchase agreements. Under these guarantees, Eversource parent will guarantee South Fork Wind, LLC's performance of certain obligations, in a total aggregate amount not to exceed $206.6 million. Eversource parent’s obligations under these guarantees expire upon the earlier of (i) dates ranging from June 2023 and August 2026 and (ii) full performance of the guaranteed obligations.

(5)    Eversource parent issued a guarantee (Funding Guarantee) on behalf of Eversource Investment LLC (EI), its wholly-owned subsidiary that holds a 50 percent ownership interest in NEO, under which Eversource parent agreed to guarantee certain funding obligations and certain indemnification payments of EI under the operating agreement of NEO, in an amount not to exceed $910 million. The guaranteed obligations include payment of EI's funding obligations during the construction phase of NEO’s underlying offshore wind projects and indemnification obligations associated with third party credit support for its investment in NEO. Eversource parent’s obligations under the Funding Guarantee expire upon the full performance of the guaranteed obligations.

(6)    Eversource parent issued a guarantee on behalf of its 50 percent-owned affiliate, South Fork Wind, LLC, whereby Eversource parent will guarantee South Fork Wind, LLC's performance of certain obligations, in an amount not to exceed $7.1 million, under a Power Purchase Agreement between the Long Island Power Authority and South Fork Wind, LLC (the Agreement). The guarantee expires upon the later of (i) the end of the Agreement term and (ii) full performance of the guarantee obligations.

(7)    Eversource parent issued a guarantee on behalf of its 50 percent-owned affiliate, Sunrise Wind LLC, whereby Eversource parent will guarantee Sunrise Wind LLC's performance of certain obligations, in an amount not to exceed $15.4 million, under the Offshore Wind Renewable Energy Certificate Purchase and Sale Agreement (the Agreement). The Agreement was executed by and between the New York State Energy Research and Development Authority (NYSERDA) and Sunrise Wind LLC. The guarantee expires upon the full performance of the guaranteed obligations.    

(8)    On September 16, 2020, Eversource parent entered into a guarantee on behalf of EI, which holds Eversource's investments in offshore wind-related equity method investments, under which Eversource parent would guarantee EI's obligations under a letter of credit facility with a financial institution that EI may request in an aggregate amount of up to approximately $25 million. In January 2022, Eversource parent issued two letters of credit on behalf of South Fork Wind, LLC related to future decommissioning obligations of certain onshore transmission assets totaling $4.3 million.

(9)    Surety bond expiration dates reflect termination dates, the majority of which will be renewed or extended.  Certain surety bonds contain credit ratings triggers that would require Eversource parent to post collateral in the event that the unsecured debt credit ratings of Eversource parent are downgraded.

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Carrying Amounts and Estimated Fair Values of Financial Instruments

Carrying amounts and estimated fair values are as follows:

	Eversource				CL&P				NSTAR Electric				PSNH
(Millions of Dollars)	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
As of September 30, 2022:
Preferred Stock Not Subject to Mandatory Redemption	$	155.6	$	146.0	$	116.2	$	107.4	$	43.0	$	38.6	$	—	$	—
Long-Term Debt	21,442.4		19,010.3		4,216.2		3,774.9		4,824.8		4,415.1		1,164.4		960.1
Rate Reduction Bonds	453.7		429.5		—		—		—		—		453.7		429.5
As of December 31, 2021:
Preferred Stock Not Subject to Mandatory Redemption	$	155.6	$	166.3	$	116.2	$	122.3	$	43.0	$	44.0	$	—	$	—
Long-Term Debt	18,216.7		19,636.3		4,215.4		4,848.9		3,985.4		4,453.5		1,163.8		1,220.6
Rate Reduction Bonds	496.9		543.3		—		—		—		—		496.9		543.3

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ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS) (Tables)

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Changes in Accumulated Other Comprehensive Income/(Loss) by Component, Net of Tax

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

	For the Nine Months Ended September 30, 2022								For the Nine Months Ended September 30, 2021
Eversource (Millions of Dollars)	Qualified Cash Flow Hedging Instruments		Unrealized Gains/(Losses) on Marketable Securities		Defined Benefit Plans		Total		Qualified Cash Flow Hedging Instruments		Unrealized Gains/(Losses) on Marketable Securities		Defined Benefit Plans		Total
Balance as of Beginning of Period	$	(0.4)	$	0.4	$	(42.3)	$	(42.3)	$	(1.4)	$	1.1	$	(76.1)	$	(76.4)
OCI Before Reclassifications	—		(2.0)		(2.5)		(4.5)		—		(0.6)		(2.4)		(3.0)
Amounts Reclassified from AOCI	—		—		5.8		5.8		1.0		—		6.5		7.5
Net OCI	—		(2.0)		3.3		1.3		1.0		(0.6)		4.1		4.5
Balance as of End of Period	$	(0.4)	$	(1.6)	$	(39.0)	$	(41.0)	$	(0.4)	$	0.5	$	(72.0)	$	(71.9)

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COMMON SHARES (Tables)

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Common Shares Authorized and Issued

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

	Shares
			Authorized as of September 30, 2022 and December 31, 2021	Issued as of
	Par Value			September 30, 2022	December 31, 2021
Eversource	$	5	380,000,000	359,984,073	357,818,402
CL&P	$	10	24,500,000	6,035,205	6,035,205
NSTAR Electric	$	1	100,000,000	200	200
PSNH	$	1	100,000,000	301	301

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EARNINGS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Components of Basic and Diluted EPS

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

Eversource (Millions of Dollars, except share information)	For the Three Months Ended				For the Nine Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Net Income Attributable to Common Shareholders	$	349.4	$	283.2	$	1,084.7	$	913.8
Weighted Average Common Shares Outstanding:
Basic	347,297,411		344,023,846		346,115,823		343,848,905
Dilutive Effect	465,282		645,936		457,278		631,151
Diluted	347,762,693		344,669,782		346,573,101		344,480,056
Basic EPS	$	1.01	$	0.82	$	3.13	$	2.66
Diluted EPS	$	1.00	$	0.82	$	3.13	$	2.65

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REVENUES (Tables)

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Operating Revenues Disaggregated by Revenue Source

The following tables present operating revenues disaggregated by revenue source:

	For the Three Months Ended September 30, 2022
Eversource (Millions of Dollars)	Electric Distribution		Natural Gas Distribution		Electric Transmission		Water Distribution		Other		Eliminations		Total
Revenues from Contracts with Customers
Retail Tariff Sales
Residential	$	1,492.9	$	94.7	$	—	$	45.7	$	—	$	—	$	1,633.3
Commercial	890.5		76.7		—		18.5		—		(1.7)		984.0
Industrial	105.6		33.6		—		1.3		—		(5.2)		135.3
Total Retail Tariff Sales Revenues	2,489.0		205.0		—		65.5		—		(6.9)		2,752.6
Wholesale Transmission Revenues	—		—		520.3		—		29.9		(416.3)		133.9
Wholesale Market Sales Revenues	317.1		22.7		—		1.1		—		—		340.9
Other Revenues from Contracts with Customers	17.3		0.6		3.4		2.1		313.6		(311.9)		25.1
Amortization of/(Reserve for)     Revenues Subject to Refund (1)	7.0		—		—		(0.1)		—		—		6.9
Total Revenues from Contracts with Customers	2,830.4		228.3		523.7		68.6		343.5		(735.1)		3,259.4
Alternative Revenue Programs	(37.7)		(2.8)		(55.1)		(3.6)		—		52.6		(46.6)
Other Revenues (2)	2.4		0.1		0.2		0.1		—		—		2.8
Total Operating Revenues	$	2,795.1	$	225.6	$	468.8	$	65.1	$	343.5	$	(682.5)	$	3,215.6
	For the Nine Months Ended September 30, 2022
Eversource (Millions of Dollars)	Electric Distribution		Natural Gas Distribution		Electric Transmission		Water Distribution		Other		Eliminations		Total
Revenues from Contracts with Customers
Retail Tariff Sales
Residential	$	3,683.9	$	870.0	$	—	$	109.1	$	—	$	—	$	4,663.0
Commercial	2,216.0		456.9		—		49.9		—		(4.2)		2,718.6
Industrial	284.1		145.2		—		3.5		—		(14.8)		418.0
Total Retail Tariff Sales Revenues	6,184.0		1,472.1		—		162.5		—		(19.0)		7,799.6
Wholesale Transmission Revenues	—		—		1,301.0		—		79.4		(1,047.3)		333.1
Wholesale Market Sales Revenues	895.2		89.3		—		2.8		—		—		987.3
Other Revenues from Contracts with Customers	53.4		2.8		10.5		6.2		983.3		(974.9)		81.3
Amortization of/(Reserve for)     Revenues Subject to Refund (1)	71.9		—		0.7		(0.9)		—		—		71.7
Total Revenues from Contracts with Customers	7,204.5		1,564.2		1,312.2		170.6		1,062.7		(2,041.2)		9,273.0
Alternative Revenue Programs	(26.2)		4.3		48.9		(2.8)		—		(46.9)		(22.7)
Other Revenues (2)	7.5		0.9		0.5		0.4		—		—		9.3
Total Operating Revenues	$	7,185.8	$	1,569.4	$	1,361.6	$	168.2	$	1,062.7	$	(2,088.1)	$	9,259.6

	For the Three Months Ended September 30, 2021
Eversource (Millions of Dollars)	Electric Distribution		Natural Gas Distribution		Electric Transmission		Water Distribution		Other		Eliminations		Total
Revenues from Contracts with Customers
Retail Tariff Sales
Residential	$	1,146.8	$	81.7	$	—	$	39.1	$	—	$	—	$	1,267.6
Commercial	748.8		59.0		—		17.2		—		(1.4)		823.6
Industrial	96.2		28.6		—		1.1		—		(4.8)		121.1
Total Retail Tariff Sales Revenues	1,991.8		169.3		—		57.4		—		(6.2)		2,212.3
Wholesale Transmission Revenues	—		—		527.2		—		23.0		(408.5)		141.7
Wholesale Market Sales Revenues	133.8		12.2		—		1.1		—		—		147.1
Other Revenues from Contracts with Customers	29.6		1.2		3.5		1.8		303.1		(301.4)		37.8
Reserve for Revenues Subject to Refund (1)	(93.4)		—		—		(0.9)		—		—		(94.3)
Total Revenues from Contracts with Customers	2,061.8		182.7		530.7		59.4		326.1		(716.1)		2,444.6
Alternative Revenue Programs	(7.9)		2.7		(112.6)		2.3		—		102.0		(13.5)
Other Revenues (2)	1.3		0.1		0.2		0.1		—		—		1.7
Total Operating Revenues	$	2,055.2	$	185.5	$	418.3	$	61.8	$	326.1	$	(614.1)	$	2,432.8
	For the Nine Months Ended September 30, 2021
Eversource (Millions of Dollars)	Electric Distribution		Natural Gas Distribution		Electric Transmission		Water Distribution		Other		Eliminations		Total
Revenues from Contracts with Customers
Retail Tariff Sales
Residential	$	3,094.9	$	722.8	$	—	$	102.8	$	—	$	—	$	3,920.5
Commercial	1,902.9		356.4		—		47.0		—		(4.1)		2,302.2
Industrial	261.1		119.5		—		3.3		—		(12.8)		371.1
Total Retail Tariff Sales Revenues	5,258.9		1,198.7		—		153.1		—		(16.9)		6,593.8
Wholesale Transmission Revenues	—		—		1,338.4		—		62.5		(1,075.4)		325.5
Wholesale Market Sales Revenues	380.1		54.1		—		3.0		—		—		437.2
Other Revenues from Contracts with Customers	68.4		3.6		10.2		5.5		936.6		(929.6)		94.7
Reserve for Revenues Subject to Refund (1)	(93.4)		—		—		(2.2)		—		—		(95.6)
Total Revenues from Contracts with Customers	5,614.0		1,256.4		1,348.6		159.4		999.1		(2,021.9)		7,355.6
Alternative Revenue Programs	14.9		21.3		(119.2)		1.3		—		103.0		21.3
Other Revenues (2)	3.2		0.1		0.7		0.3		—		—		4.3
Total Operating Revenues	$	5,632.1	$	1,277.8	$	1,230.1	$	161.0	$	999.1	$	(1,918.9)	$	7,381.2

	For the Three Months Ended September 30, 2022						For the Three Months Ended September 30, 2021
(Millions of Dollars)	CL&P		NSTAR Electric		PSNH		CL&P		NSTAR Electric		PSNH
Revenues from Contracts with Customers
Retail Tariff Sales
Residential	$	739.1	$	507.6	$	246.2	$	572.0	$	401.9	$	172.9
Commercial	311.2		469.6		110.4		249.4		411.3		88.5
Industrial	41.9		39.3		24.4		35.0		35.9		25.3
Total Retail Tariff Sales Revenues	1,092.2		1,016.5		381.0		856.4		849.1		286.7
Wholesale Transmission Revenues	250.3		183.8		86.2		268.2		171.0		88.0
Wholesale Market Sales Revenues	232.9		57.5		26.7		100.3		21.3		12.2
Other Revenues from Contracts with Customers	7.5		10.7		3.1		12.1		14.3		7.3
Amortization of/(Reserve for)     Revenues Subject to Refund (1)	7.0		—		—		(93.4)		—		—
Total Revenues from Contracts with Customers	1,589.9		1,268.5		497.0		1,143.6		1,055.7		394.2
Alternative Revenue Programs	(65.1)		(20.5)		(7.2)		(82.0)		(14.4)		(24.1)
Other Revenues (2)	0.2		1.8		0.6		0.2		0.7		0.6
Eliminations	(155.9)		(144.3)		(59.8)		(142.2)		(123.3)		(55.8)
Total Operating Revenues	$	1,369.1	$	1,105.5	$	430.6	$	919.6	$	918.7	$	314.9
	For the Nine Months Ended September 30, 2022						For the Nine Months Ended September 30, 2021
(Millions of Dollars)	CL&P		NSTAR Electric		PSNH		CL&P		NSTAR Electric		PSNH
Revenues from Contracts with Customers
Retail Tariff Sales
Residential	$	1,864.4	$	1,239.0	$	580.5	$	1,558.6	$	1,069.0	$	467.3
Commercial	808.7		1,128.8		280.5		679.3		975.7		249.2
Industrial	111.4		104.0		68.7		100.2		89.5		71.4
Total Retail Tariff Sales Revenues	2,784.5		2,471.8		929.7		2,338.1		2,134.2		787.9
Wholesale Transmission Revenues	575.2		512.7		213.1		652.8		478.2		207.4
Wholesale Market Sales Revenues	656.3		163.1		75.8		278.1		64.7		37.3
Other Revenues from Contracts with Customers	22.8		34.1		8.8		28.8		36.8		14.9
Amortization of/(Reserve for)     Revenues Subject to Refund (1)	72.6		—		—		(93.4)		—		—
Total Revenues from Contracts with Customers	4,111.4		3,181.7		1,227.4		3,204.4		2,713.9		1,047.5
Alternative Revenue Programs	28.3		(14.4)		8.8		(74.2)		(11.3)		(18.8)
Other Revenues (2)	0.5		5.4		2.1		0.3		2.5		1.1
Eliminations	(449.6)		(420.4)		(161.2)		(394.0)		(362.0)		(142.6)
Total Operating Revenues	$	3,690.6	$	2,752.3	$	1,077.1	$	2,736.5	$	2,343.1	$	887.2

(1)    Amortization of Revenues Subject to Refund within the Electric Distribution segment in the third quarter and first nine months of 2022 primarily represents the reversal of a 2021 reserve at CL&P established to provide bill credits to customers as a result of the settlement agreement on October 1, 2021 and a storm performance penalty assessed by PURA. The reserve was reversed as customer credits were distributed to CL&P’s customers in retail electric rates. Total customer credits as a result of the 2021 settlement and civil penalty were $93.4 million. The settlement amount of $65 million was refunded over a two-month billing period from December 1, 2021 to January 31, 2022 and the civil penalty of $28.4 million was refunded over a one year billing period, which began September 1, 2021.

(2)    Other Revenues include certain fees charged to customers that are not considered revenue from contracts with customers. Other Revenues also include lease revenues under lessor accounting guidance of $1.0 million (including $0.2 million at CL&P and $0.6 million at NSTAR Electric) and $1.1 million (including $0.2 million at CL&P and $0.7 million at NSTAR Electric) for the three months ended September 30, 2022 and 2021, respectively, and $3.1 million (including $0.6 million at CL&P and $1.9 million at NSTAR Electric) and $3.8 million (including $0.6 million at CL&P and $2.5 million at NSTAR Electric) for the nine months ended September 30, 2022 and 2021, respectively.

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SEGMENT INFORMATION (Tables)

9 Months Ended

Sep. 30, 2022

Segment Reporting [Abstract]

Summary of Segment Information and Segmented Total Assets

Eversource's segment information is as follows:

	For the Three Months Ended September 30, 2022
Eversource (Millions of Dollars)	Electric Distribution		Natural Gas Distribution		Electric Transmission		Water Distribution		Other		Eliminations		Total
Operating Revenues	$	2,795.1	$	225.6	$	468.8	$	65.1	$	343.5	$	(682.5)	$	3,215.6
Depreciation and Amortization	(256.9)		(25.1)		(85.1)		(12.7)		(35.4)		1.8		(413.4)
Other Operating Expenses	(2,261.5)		(226.3)		(143.7)		(28.8)		(265.7)		681.1		(2,244.9)
Operating Income/(Loss)	$	276.7	$	(25.8)	$	240.0	$	23.6	$	42.4	$	0.4	$	557.3
Interest Expense	$	(64.5)	$	(18.8)	$	(36.6)	$	(8.7)	$	(69.6)	$	20.0	$	(178.2)
Other Income, Net	59.6		11.1		10.1		2.1		429.9		(423.0)		89.8
Net Income/(Loss) Attributable to Common   Shareholders	225.1		(24.6)		155.8		16.7		379.0		(402.6)		349.4
	For the Nine Months Ended September 30, 2022
Eversource (Millions of Dollars)	Electric Distribution		Natural Gas Distribution		Electric Transmission		Water Distribution		Other		Eliminations		Total
Operating Revenues	$	7,185.8	$	1,569.4	$	1,361.6	$	168.2	$	1,062.7	$	(2,088.1)	$	9,259.6
Depreciation and Amortization	(806.7)		(116.2)		(250.3)		(37.5)		(98.8)		5.1		(1,304.4)
Other Operating Expenses	(5,743.2)		(1,244.3)		(414.3)		(82.9)		(876.5)		2,081.9		(6,279.3)
Operating Income	$	635.9	$	208.9	$	697.0	$	47.8	$	87.4	$	(1.1)	$	1,675.9
Interest Expense	$	(184.2)	$	(51.2)	$	(107.3)	$	(25.2)	$	(169.9)	$	46.3	$	(491.5)
Other Income, Net	160.1		31.9		28.3		6.4		1,280.1		(1,251.5)		255.3
Net Income Attributable to Common Shareholders	495.0		147.2		455.8		29.4		1,163.6		(1,206.3)		1,084.7
Cash Flows Used for Investments in Plant	823.9		424.5		823.3		103.4		177.6		—		2,352.7

	For the Three Months Ended September 30, 2021
Eversource (Millions of Dollars)	Electric Distribution		Natural Gas Distribution		Electric Transmission		Water Distribution		Other		Eliminations		Total
Operating Revenues	$	2,055.2	$	185.5	$	418.3	$	61.8	$	326.1	$	(614.1)	$	2,432.8
Depreciation and Amortization	(179.8)		(28.5)		(75.4)		(11.5)		(28.0)		1.1		(322.1)
Other Operating Expenses	(1,640.5)		(176.9)		(122.4)		(26.1)		(275.2)		613.7		(1,627.4)
Operating Income/(Loss)	$	234.9	$	(19.9)	$	220.5	$	24.2	$	22.9	$	0.7	$	483.3
Interest Expense	$	(61.0)	$	(15.7)	$	(33.5)	$	(8.0)	$	(42.5)	$	12.7	$	(148.0)
Other Income, Net	25.4		6.7		5.0		1.2		325.9		(320.4)		43.8
Net Income/(Loss) Attributable to Common    Shareholders	150.4		(22.0)		139.4		17.5		304.9		(307.0)		283.2
	For the Nine Months Ended September 30, 2021
Eversource (Millions of Dollars)	Electric Distribution		Natural Gas Distribution		Electric Transmission		Water Distribution		Other		Eliminations		Total
Operating Revenues	$	5,632.1	$	1,277.8	$	1,230.1	$	161.0	$	999.1	$	(1,918.9)	$	7,381.2
Depreciation and Amortization	(534.1)		(108.7)		(223.4)		(34.3)		(83.7)		3.1		(981.1)
Other Operating Expenses	(4,531.3)		(970.6)		(359.6)		(76.7)		(860.3)		1,918.9		(4,879.6)
Operating Income	$	566.7	$	198.5	$	647.1	$	50.0	$	55.1	$	3.1	$	1,520.5
Interest Expense	$	(175.4)	$	(44.2)	$	(98.7)	$	(24.0)	$	(125.9)	$	37.0	$	(431.2)
Other Income, Net	76.0		15.2		17.3		3.1		1,059.2		(1,046.2)		124.6
Net Income Attributable to Common Shareholders	365.4		129.6		412.4		30.0		982.5		(1,006.1)		913.8
Cash Flows Used for Investments in Plant	764.9		506.4		691.0		91.2		157.6		—		2,211.1

The following table summarizes Eversource's segmented total assets:

Eversource (Millions of Dollars)	Electric Distribution		Natural Gas Distribution		Electric Transmission		Water Distribution		Other		Eliminations		Total
As of September 30, 2022	$	26,992.6	$	7,692.6	$	13,225.3	$	2,627.9	$	24,865.4	$	(23,804.4)	$	51,599.4
As of December 31, 2021	25,411.2		7,215.9		12,377.8		2,551.1		22,674.7		(21,738.6)		48,492.1

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) customer in Millions	9 Months Ended
	Sep. 30, 2022 USD ($) regulatedUtility customer project	Jun. 30, 2022 USD ($)	May 04, 2022	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2020 USD ($)
Summary of Accounting Policies [Line Items]
Investments in unconsolidated affiliates	$ 2,053,404,000				$ 1,436,293,000
Number of electric, natural gas and water customers | customer	4.4
Allowance for uncollectible accounts for late fees and other receivable amounts	$ 457,600,000	$ 457,800,000			417,400,000	$ 441,700,000	$ 425,800,000	$ 358,900,000
Number of offshore wind projects | project	3
Cash, cash equivalents, restricted cash and restricted cash equivalents	$ 602,256,000				$ 221,008,000	218,129,000		264,950,000
Restricted Cash, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other Long-Term Assets				Other Long-Term Assets
Energy Relief Fund - Merrimack Valley Programs
Summary of Accounting Policies [Line Items]
Restricted cash, current	$ 20,000,000
Restricted cash, noncurrent	15,900,000
Restricted cash					$ 41,500,000
COVID-19
Summary of Accounting Policies [Line Items]
Allowance for uncollectible accounts for late fees and other receivable amounts	55,500,000				55,300,000
CL&P
Summary of Accounting Policies [Line Items]
Allowance for uncollectible accounts for late fees and other receivable amounts	$ 198,600,000	192,700,000			181,300,000	195,500,000	188,800,000	157,400,000
Period of accounts receivable recoverable under financial or medical duress	180 days
Cash, cash equivalents, restricted cash and restricted cash equivalents	$ 23,120,000				74,788,000	71,762,000		99,809,000
CL&P | Customer Assistance Fund
Summary of Accounting Policies [Line Items]
Cash, cash equivalents, restricted cash and restricted cash equivalents				$ 10,000,000	10,000,000
CL&P | COVID-19
Summary of Accounting Policies [Line Items]
Allowance for uncollectible accounts for late fees and other receivable amounts	19,700,000				23,900,000
NSTAR Electric
Summary of Accounting Policies [Line Items]
Allowance for uncollectible accounts for late fees and other receivable amounts	99,500,000	100,500,000			97,000,000.0	105,000,000.0	98,000,000.0	91,600,000
Cash, cash equivalents, restricted cash and restricted cash equivalents	470,945,000				18,179,000	20,838,000		17,410,000
NSTAR Electric | COVID-19
Summary of Accounting Policies [Line Items]
Allowance for uncollectible accounts for late fees and other receivable amounts	4,100,000				9,000,000
PSNH
Summary of Accounting Policies [Line Items]
Allowance for uncollectible accounts for late fees and other receivable amounts	28,800,000	$ 27,300,000			24,300,000	17,000,000.0	$ 17,200,000	17,200,000
Cash, cash equivalents, restricted cash and restricted cash equivalents	24,246,000				35,126,000	$ 26,173,000		$ 39,555,000
PSNH | COVID-19
Summary of Accounting Policies [Line Items]
Allowance for uncollectible accounts for late fees and other receivable amounts	$ 0				$ 0
Yankee Gas
Summary of Accounting Policies [Line Items]
Period of accounts receivable recoverable under financial or medical duress	90 days
Connecticut, Massachusetts and New Hampshire
Summary of Accounting Policies [Line Items]
Number of regulated utilities | regulatedUtility	12
Offshore Wind Business
Summary of Accounting Policies [Line Items]
Ownership interest			50.00%
North East Offshore LLC
Summary of Accounting Policies [Line Items]
Ownership interest	50.00%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Provision for Uncollectible Accounts (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	$ 457,800	$ 425,800	$ 417,400	$ 358,900
Uncollectible Expense	10,700	12,000	40,753	39,690
Uncollectible Costs Deferred	25,000	24,500	74,700	98,100
Write-Offs	(39,700)	(24,400)	(89,800)	(65,800)
Recoveries Collected	3,800	3,800	14,500	10,800
Ending Balance	457,600	441,700	457,600	441,700
CL&P
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	192,700	188,800	181,300	157,400
Uncollectible Expense	4,100	3,600	10,816	10,183
Uncollectible Costs Deferred	13,300	10,200	24,300	47,100
Write-Offs	(12,700)	(8,900)	(23,800)	(23,500)
Recoveries Collected	1,200	1,800	6,000	4,300
Ending Balance	198,600	195,500	198,600	195,500
NSTAR Electric
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	100,500	98,000	97,000	91,600
Uncollectible Expense	3,500	5,100	12,159	12,477
Uncollectible Costs Deferred	6,800	8,300	16,700	20,100
Write-Offs	(12,600)	(7,500)	(31,300)	(23,000)
Recoveries Collected	1,300	1,100	4,900	3,800
Ending Balance	99,500	105,000	99,500	105,000
PSNH
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	27,300	17,200	24,300	17,200
Uncollectible Expense	3,500	1,200	8,060	4,381
Uncollectible Costs Deferred	100	1,200	1,200	2,000
Write-Offs	(2,300)	(2,800)	(5,400)	(7,300)
Recoveries Collected	200	200	600	700
Ending Balance	28,800	17,000	28,800	17,000
Hardship Accounts
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	242,700	210,700	226,100	194,800
Uncollectible Expense	0	0	0	0
Uncollectible Costs Deferred	15,600	22,800	38,000	44,800
Write-Offs	(6,500)	(3,900)	(13,500)	(10,600)
Recoveries Collected	300	300	1,500	900
Ending Balance	252,100	229,900	252,100	229,900
Hardship Accounts | CL&P
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	152,100	145,600	144,600	129,100
Uncollectible Expense	0	0	0	0
Uncollectible Costs Deferred	11,300	4,500	22,300	25,700
Write-Offs	(5,000)	(3,500)	(9,400)	(8,700)
Recoveries Collected	200	200	1,100	700
Ending Balance	158,600	146,800	158,600	146,800
Hardship Accounts | NSTAR Electric
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	45,000	35,900	43,300	39,700
Uncollectible Expense	0	0	0	0
Uncollectible Costs Deferred	2,800	11,800	4,900	8,300
Write-Offs	(300)	(100)	(700)	(400)
Recoveries Collected	0	0	0	0
Ending Balance	47,500	47,600	47,500	47,600
Retail (Non-Hardship), Wholesale, and Other
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	215,100	215,100	191,300	164,100
Uncollectible Expense	10,700	12,000	40,800	39,700
Uncollectible Costs Deferred	9,400	1,700	36,700	53,300
Write-Offs	(33,200)	(20,500)	(76,300)	(55,200)
Recoveries Collected	3,500	3,500	13,000	9,900
Ending Balance	205,500	211,800	205,500	211,800
Retail (Non-Hardship), Wholesale, and Other | CL&P
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	40,600	43,200	36,700	28,300
Uncollectible Expense	4,100	3,600	10,800	10,200
Uncollectible Costs Deferred	2,000	5,700	2,000	21,400
Write-Offs	(7,700)	(5,400)	(14,400)	(14,800)
Recoveries Collected	1,000	1,600	4,900	3,600
Ending Balance	40,000	48,700	40,000	48,700
Retail (Non-Hardship), Wholesale, and Other | NSTAR Electric
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Beginning Balance	55,500	62,100	53,700	51,900
Uncollectible Expense	3,500	5,100	12,200	12,500
Uncollectible Costs Deferred	4,000	(3,500)	11,800	11,800
Write-Offs	(12,300)	(7,400)	(30,600)	(22,600)
Recoveries Collected	1,300	1,100	4,900	3,800
Ending Balance	$ 52,000	$ 57,400	$ 52,000	$ 57,400

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Components of Other Income, Net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Summary of Accounting Policies [Line Items]
Other income, net	$ 89,831	$ 43,768	$ 255,253	$ 124,588
Pension, SERP and PBOP Non-Service   Income Components, Net of Deferred Portion
Summary of Accounting Policies [Line Items]
Other income, net	55,300	21,700	164,500	63,900
AFUDC Equity
Summary of Accounting Policies [Line Items]
Other income, net	12,600	10,300	33,700	28,700
Equity in Earnings of Unconsolidated Affiliates
Summary of Accounting Policies [Line Items]
Other income, net	3,800	4,900	20,800	13,300
Investment Income/(Loss)
Summary of Accounting Policies [Line Items]
Other income, net	1,300	(600)	2,400	700
Interest Income
Summary of Accounting Policies [Line Items]
Other income, net	14,100	7,300	30,300	17,200
Gain on Sale of Property
Summary of Accounting Policies [Line Items]
Other income, net	2,500	0	2,700	100
Other
Summary of Accounting Policies [Line Items]
Other income, net	200	200	900	700
Equity In Earnings
Summary of Accounting Policies [Line Items]
Unrealized gain associated with investment			12,200	2,100
CL&P
Summary of Accounting Policies [Line Items]
Other income, net	21,927	6,903	61,290	21,690
CL&P | Pension, SERP and PBOP Non-Service   Income Components, Net of Deferred Portion
Summary of Accounting Policies [Line Items]
Other income, net	16,200	4,200	48,300	11,200
CL&P | AFUDC Equity
Summary of Accounting Policies [Line Items]
Other income, net	3,700	1,700	9,300	5,100
CL&P | Equity in Earnings of Unconsolidated Affiliates
Summary of Accounting Policies [Line Items]
Other income, net	0	0	0	0
CL&P | Investment Income/(Loss)
Summary of Accounting Policies [Line Items]
Other income, net	200	(300)	(900)	1,200
CL&P | Interest Income
Summary of Accounting Policies [Line Items]
Other income, net	1,800	1,300	4,600	4,100
CL&P | Gain on Sale of Property
Summary of Accounting Policies [Line Items]
Other income, net	0	0	0	0
CL&P | Other
Summary of Accounting Policies [Line Items]
Other income, net	0	0	0	100
NSTAR Electric
Summary of Accounting Policies [Line Items]
Other income, net	37,895	20,215	101,385	58,941
NSTAR Electric | Pension, SERP and PBOP Non-Service   Income Components, Net of Deferred Portion
Summary of Accounting Policies [Line Items]
Other income, net	21,600	10,100	64,000	30,300
NSTAR Electric | AFUDC Equity
Summary of Accounting Policies [Line Items]
Other income, net	6,500	6,200	17,500	18,600
NSTAR Electric | Equity in Earnings of Unconsolidated Affiliates
Summary of Accounting Policies [Line Items]
Other income, net	100	100	200	300
NSTAR Electric | Investment Income/(Loss)
Summary of Accounting Policies [Line Items]
Other income, net	400	(200)	600	600
NSTAR Electric | Interest Income
Summary of Accounting Policies [Line Items]
Other income, net	9,200	3,900	18,800	8,800
NSTAR Electric | Gain on Sale of Property
Summary of Accounting Policies [Line Items]
Other income, net	0	0	0	0
NSTAR Electric | Other
Summary of Accounting Policies [Line Items]
Other income, net	100	100	300	300
PSNH
Summary of Accounting Policies [Line Items]
Other income, net	8,073	3,171	23,365	11,598
PSNH | Pension, SERP and PBOP Non-Service   Income Components, Net of Deferred Portion
Summary of Accounting Policies [Line Items]
Other income, net	6,800	2,500	20,100	7,900
PSNH | AFUDC Equity
Summary of Accounting Policies [Line Items]
Other income, net	700	300	1,700	1,200
PSNH | Equity in Earnings of Unconsolidated Affiliates
Summary of Accounting Policies [Line Items]
Other income, net	0	0	0	0
PSNH | Investment Income/(Loss)
Summary of Accounting Policies [Line Items]
Other income, net	200	(100)	500	300
PSNH | Interest Income
Summary of Accounting Policies [Line Items]
Other income, net	400	400	1,100	2,000
PSNH | Gain on Sale of Property
Summary of Accounting Policies [Line Items]
Other income, net	0	0	0	100
PSNH | Other
Summary of Accounting Policies [Line Items]
Other income, net	$ 0	$ 100	$ 0	$ 100

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Investments in Unconsolidated Affiliates (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Schedule of Equity Method Investments [Line Items]
Investments in unconsolidated affiliates	$ 2,053,404	$ 1,436,293
Offshore Wind Business - North East Offshore
Schedule of Equity Method Investments [Line Items]
Ownership interest	50.00%
Investments in unconsolidated affiliates	$ 1,823,500	1,213,600
Natural Gas Pipeline - Algonquin Gas Transmission, LLC
Schedule of Equity Method Investments [Line Items]
Ownership interest	15.00%
Investments in unconsolidated affiliates	$ 119,600	121,900
Renewable Energy Investment Fund
Schedule of Equity Method Investments [Line Items]
Ownership interest	90.00%
Investments in unconsolidated affiliates	$ 84,500	76,500
Other
Schedule of Equity Method Investments [Line Items]
Investments in unconsolidated affiliates	$ 25,800	$ 24,300

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Other Taxes (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Schedule of Gross Tax Receipts [Line Items]
Gross receipts taxes	$ 52.9	$ 49.4	$ 146.0	$ 137.9
CL&P
Schedule of Gross Tax Receipts [Line Items]
Gross receipts taxes	$ 49.2	$ 46.1	$ 126.0	$ 120.7

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Non-cash Investing Activities (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Schedule of Supplemental Cash Flow [Line Items]
Plant additions included in accounts payable	$ 394.1	$ 359.6
CL&P
Schedule of Supplemental Cash Flow [Line Items]
Plant additions included in accounts payable	96.7	75.3
NSTAR Electric
Schedule of Supplemental Cash Flow [Line Items]
Plant additions included in accounts payable	94.5	94.2
PSNH
Schedule of Supplemental Cash Flow [Line Items]
Plant additions included in accounts payable	$ 49.7	$ 32.8

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Cash Balances to Cash and Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Restricted Cash and Cash Equivalents Items [Line Items]
Cash and Cash Equivalents as reported on the Balance Sheets	$ 485,700	$ 66,800
Cash, Cash Equivalents and Restricted Cash as reported on the Statements of Cash Flows	602,256	221,008	$ 218,129	$ 264,950
Special Deposits
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash	76,500	78,200
Marketable Securities
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash	20,800	31,300
Other Long-Term Assets
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash	19,300	44,700
CL&P
Restricted Cash and Cash Equivalents Items [Line Items]
Cash and Cash Equivalents as reported on the Balance Sheets	14,300	55,800
Cash, Cash Equivalents and Restricted Cash as reported on the Statements of Cash Flows	23,120	74,788	71,762	99,809
CL&P | Special Deposits
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash	8,700	18,700
CL&P | Marketable Securities
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash	100	300
CL&P | Other Long-Term Assets
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash	0	0
NSTAR Electric
Restricted Cash and Cash Equivalents Items [Line Items]
Cash and Cash Equivalents as reported on the Balance Sheets	453,600	700
Cash, Cash Equivalents and Restricted Cash as reported on the Statements of Cash Flows	470,945	18,179	20,838	17,410
NSTAR Electric | Special Deposits
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash	17,300	17,400
NSTAR Electric | Marketable Securities
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash	0	100
NSTAR Electric | Other Long-Term Assets
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash	0	0
PSNH
Restricted Cash and Cash Equivalents Items [Line Items]
Cash and Cash Equivalents as reported on the Balance Sheets	2,200	0
Cash, Cash Equivalents and Restricted Cash as reported on the Statements of Cash Flows	24,246	35,126	$ 26,173	$ 39,555
PSNH | Special Deposits
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash	18,700	31,400
PSNH | Marketable Securities
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash	100	500
PSNH | Other Long-Term Assets
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash	$ 3,200	$ 3,200

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REGULATORY ACCOUNTING - Components of Regulatory Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Regulatory Assets [Line Items]
Total Regulatory Assets	$ 5,702,400	$ 5,715,800
Less:  Current Portion	1,143,646	1,129,093
Total Long-Term Regulatory Assets	4,558,776	4,586,709
Benefit Costs
Regulatory Assets [Line Items]
Total Regulatory Assets	1,408,900	1,481,000
Storm Costs, Net
Regulatory Assets [Line Items]
Total Regulatory Assets	1,243,900	1,102,700
Regulatory Tracking Mechanisms
Regulatory Assets [Line Items]
Total Regulatory Assets	941,200	1,050,500
Income Taxes, Net
Regulatory Assets [Line Items]
Total Regulatory Assets	808,500	790,700
Securitized Stranded Costs
Regulatory Assets [Line Items]
Total Regulatory Assets	446,500	478,900
Goodwill-related
Regulatory Assets [Line Items]
Total Regulatory Assets	285,200	297,800
Derivative Liabilities
Regulatory Assets [Line Items]
Total Regulatory Assets	195,900	249,200
Asset Retirement Obligations
Regulatory Assets [Line Items]
Total Regulatory Assets	124,300	115,000
Other Regulatory Assets
Regulatory Assets [Line Items]
Total Regulatory Assets	248,000	150,000
CL&P
Regulatory Assets [Line Items]
Total Regulatory Assets	1,938,500	2,084,800
Less:  Current Portion	305,556	371,609
Total Long-Term Regulatory Assets	1,632,875	1,713,161
CL&P | Benefit Costs
Regulatory Assets [Line Items]
Total Regulatory Assets	263,300	272,400
CL&P | Storm Costs, Net
Regulatory Assets [Line Items]
Total Regulatory Assets	722,500	695,600
CL&P | Regulatory Tracking Mechanisms
Regulatory Assets [Line Items]
Total Regulatory Assets	214,400	333,600
CL&P | Income Taxes, Net
Regulatory Assets [Line Items]
Total Regulatory Assets	480,000	470,500
CL&P | Securitized Stranded Costs
Regulatory Assets [Line Items]
Total Regulatory Assets	0	0
CL&P | Goodwill-related
Regulatory Assets [Line Items]
Total Regulatory Assets	0	0
CL&P | Derivative Liabilities
Regulatory Assets [Line Items]
Total Regulatory Assets	195,900	249,200
CL&P | Asset Retirement Obligations
Regulatory Assets [Line Items]
Total Regulatory Assets	35,300	33,600
CL&P | Other Regulatory Assets
Regulatory Assets [Line Items]
Total Regulatory Assets	27,100	29,900
NSTAR Electric
Regulatory Assets [Line Items]
Total Regulatory Assets	1,645,200	1,579,200
Less:  Current Portion	387,333	443,956
Total Long-Term Regulatory Assets	1,257,884	1,135,231
NSTAR Electric | Benefit Costs
Regulatory Assets [Line Items]
Total Regulatory Assets	389,000	395,500
NSTAR Electric | Storm Costs, Net
Regulatory Assets [Line Items]
Total Regulatory Assets	459,900	341,300
NSTAR Electric | Regulatory Tracking Mechanisms
Regulatory Assets [Line Items]
Total Regulatory Assets	339,000	376,600
NSTAR Electric | Income Taxes, Net
Regulatory Assets [Line Items]
Total Regulatory Assets	114,500	112,600
NSTAR Electric | Securitized Stranded Costs
Regulatory Assets [Line Items]
Total Regulatory Assets	0	0
NSTAR Electric | Goodwill-related
Regulatory Assets [Line Items]
Total Regulatory Assets	244,800	255,700
NSTAR Electric | Derivative Liabilities
Regulatory Assets [Line Items]
Total Regulatory Assets	0	0
NSTAR Electric | Asset Retirement Obligations
Regulatory Assets [Line Items]
Total Regulatory Assets	66,000	59,800
NSTAR Electric | Other Regulatory Assets
Regulatory Assets [Line Items]
Total Regulatory Assets	32,000	37,700
PSNH
Regulatory Assets [Line Items]
Total Regulatory Assets	728,800	786,400
Less:  Current Portion	110,111	107,169
Total Long-Term Regulatory Assets	618,720	679,182
PSNH | Benefit Costs
Regulatory Assets [Line Items]
Total Regulatory Assets	114,600	118,900
PSNH | Storm Costs, Net
Regulatory Assets [Line Items]
Total Regulatory Assets	61,500	65,800
PSNH | Regulatory Tracking Mechanisms
Regulatory Assets [Line Items]
Total Regulatory Assets	70,400	85,400
PSNH | Income Taxes, Net
Regulatory Assets [Line Items]
Total Regulatory Assets	17,400	17,500
PSNH | Securitized Stranded Costs
Regulatory Assets [Line Items]
Total Regulatory Assets	446,500	478,900
PSNH | Goodwill-related
Regulatory Assets [Line Items]
Total Regulatory Assets	0	0
PSNH | Derivative Liabilities
Regulatory Assets [Line Items]
Total Regulatory Assets	0	0
PSNH | Asset Retirement Obligations
Regulatory Assets [Line Items]
Total Regulatory Assets	4,300	4,100
PSNH | Other Regulatory Assets
Regulatory Assets [Line Items]
Total Regulatory Assets	$ 14,100	$ 15,800

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REGULATORY ACCOUNTING - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021
Regulatory Assets [Line Items]
Amount of regulatory costs not yet approved	$ 288.9	$ 252.5
COVID-19
Regulatory Assets [Line Items]
Net incremental deferred costs	34.6	33.0
CL&P
Regulatory Assets [Line Items]
Amount of regulatory costs not yet approved	121.0	114.9
CL&P | COVID-19
Regulatory Assets [Line Items]
Net incremental deferred costs	16.5	18.0
NSTAR Electric
Regulatory Assets [Line Items]
Amount of regulatory costs not yet approved	94.6	85.0
NSTAR Electric | COVID-19
Regulatory Assets [Line Items]
Net incremental deferred costs	2.2	6.1
PSNH
Regulatory Assets [Line Items]
Amount of regulatory costs not yet approved	$ 2.8	$ 3.4

XML

REGULATORY ACCOUNTING - Components of Regulatory Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	$ 4,889,800	$ 4,468,700
Less:  Current Portion	988,714	602,432
Total Long-Term Regulatory Liabilities	3,901,106	3,866,251
EDIT due to Tax Cuts and Jobs Act of 2017
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	2,629,000	2,685,200
Cost of Removal
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	654,500	649,600
Regulatory Tracking Mechanisms
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	957,400	448,400
Deferred Portion of Non-Service Income Components of Pension, SERP and PBOP
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	240,300	148,300
Benefit Costs
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	110,900	133,500
AFUDC - Transmission
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	93,100	81,000
CL&P Settlement Agreement and Storm Performance Penalty
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	0	81,300
Other Regulatory Liabilities
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	204,600	241,400
CL&P
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	1,678,100	1,459,800
Less:  Current Portion	434,465	266,489
Total Long-Term Regulatory Liabilities	1,243,581	1,193,259
CL&P | EDIT due to Tax Cuts and Jobs Act of 2017
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	986,100	996,100
CL&P | Cost of Removal
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	122,400	100,100
CL&P | Regulatory Tracking Mechanisms
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	455,700	182,000
CL&P | Deferred Portion of Non-Service Income Components of Pension, SERP and PBOP
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	28,900	12,000
CL&P | Benefit Costs
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	0	0
CL&P | AFUDC - Transmission
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	46,400	43,200
CL&P | CL&P Settlement Agreement and Storm Performance Penalty
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	0	81,300
CL&P | Other Regulatory Liabilities
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	38,600	45,100
NSTAR Electric
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	1,963,800	1,787,300
Less:  Current Portion	368,044	228,248
Total Long-Term Regulatory Liabilities	1,595,754	1,559,072
NSTAR Electric | EDIT due to Tax Cuts and Jobs Act of 2017
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	952,600	984,500
NSTAR Electric | Cost of Removal
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	418,300	381,000
NSTAR Electric | Regulatory Tracking Mechanisms
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	326,200	185,100
NSTAR Electric | Deferred Portion of Non-Service Income Components of Pension, SERP and PBOP
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	127,500	90,700
NSTAR Electric | Benefit Costs
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	88,100	107,400
NSTAR Electric | AFUDC - Transmission
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	46,700	37,800
NSTAR Electric | CL&P Settlement Agreement and Storm Performance Penalty
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	0	0
NSTAR Electric | Other Regulatory Liabilities
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	4,400	800
PSNH
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	566,400	501,600
Less:  Current Portion	185,092	120,176
Total Long-Term Regulatory Liabilities	381,294	381,366
PSNH | EDIT due to Tax Cuts and Jobs Act of 2017
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	350,000	359,200
PSNH | Cost of Removal
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	19,300	17,200
PSNH | Regulatory Tracking Mechanisms
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	165,100	107,000
PSNH | Deferred Portion of Non-Service Income Components of Pension, SERP and PBOP
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	25,300	14,900
PSNH | Benefit Costs
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	0	0
PSNH | AFUDC - Transmission
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	0	0
PSNH | CL&P Settlement Agreement and Storm Performance Penalty
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	0	0
PSNH | Other Regulatory Liabilities
Regulatory Liabilities [Line Items]
Total Regulatory Liabilities	$ 6,700	$ 3,300

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PROPERTY, PLANT AND EQUIPMENT AND ACCUMULATED DEPRECIATION - Summary of Property, Plant, and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Public Utility, Property, Plant and Equipment [Line Items]
Distribution - Electric	$ 18,132,200	$ 17,679,100
Distribution - Natural Gas	7,020,100	6,694,800
Transmission - Electric	13,371,200	12,882,400
Distribution - Water	1,971,100	1,900,900
Solar	200,900	200,900
Utility	40,695,500	39,358,100
Other	1,663,400	1,469,500
Property, Plant and Equipment, Gross	42,358,900	40,827,600
Less:  Accumulated Depreciation
Utility	(9,070,000)	(8,885,200)
Other	(672,900)	(580,100)
Total Accumulated Depreciation	(9,742,900)	(9,465,300)
Property, Plant and Equipment, Net	32,616,000	31,362,300
Construction Work in Progress	2,413,500	2,015,400
Total Property, Plant and Equipment, Net	35,029,497	33,377,650
CL&P
Public Utility, Property, Plant and Equipment [Line Items]
Distribution - Electric	7,297,200	7,117,600
Transmission - Electric	6,022,800	5,859,000
Solar	0	0
Property, Plant and Equipment, Gross	13,320,000	12,976,600
Less:  Accumulated Depreciation
Total Accumulated Depreciation	(2,571,500)	(2,572,100)
Property, Plant and Equipment, Net	10,748,500	10,404,500
Construction Work in Progress	478,200	399,000
Total Property, Plant and Equipment, Net	11,226,672	10,803,543
NSTAR Electric
Public Utility, Property, Plant and Equipment [Line Items]
Distribution - Electric	8,329,100	8,105,500
Transmission - Electric	5,243,300	5,090,500
Solar	200,900	200,900
Property, Plant and Equipment, Gross	13,773,300	13,396,900
Less:  Accumulated Depreciation
Total Accumulated Depreciation	(3,322,300)	(3,227,300)
Property, Plant and Equipment, Net	10,451,000	10,169,600
Construction Work in Progress	914,200	707,000
Total Property, Plant and Equipment, Net	11,365,172	10,876,614
PSNH
Public Utility, Property, Plant and Equipment [Line Items]
Distribution - Electric	2,546,200	2,496,200
Transmission - Electric	2,106,800	1,934,600
Solar	0	0
Property, Plant and Equipment, Gross	4,653,000	4,430,800
Less:  Accumulated Depreciation
Total Accumulated Depreciation	(908,200)	(908,400)
Property, Plant and Equipment, Net	3,744,800	3,522,400
Construction Work in Progress	172,800	134,100
Total Property, Plant and Equipment, Net	$ 3,917,559	$ 3,656,462

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DERIVATIVE INSTRUMENTS - Gross Fair Values and Net Amounts of Contracts (Details) - CL&P - Level 3 - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021
Current Derivative Assets
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract]
Commodity Supply and Price Risk Management	$ 15.7	$ 14.7
Netting	(0.5)	(1.0)
Net Amount Recorded as a Derivative	15.2	13.7
Other Long-Term Assets
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract]
Commodity Supply and Price Risk Management	32.8	46.9
Netting	(1.0)	(0.9)
Net Amount Recorded as a Derivative	31.8	46.0
Current Derivative Liabilities
Current and Long-Term Derivative Liabilities
Commodity Supply and Price Risk Management	(78.6)	(73.5)
Netting	0.0	0.0
Net Amount Recorded as a Derivative	(78.6)	(73.5)
Long-Term Derivative Liabilities
Current and Long-Term Derivative Liabilities
Commodity Supply and Price Risk Management	(164.3)	(235.4)
Netting	0.0	0.0
Net Amount Recorded as a Derivative	$ (164.3)	$ (235.4)

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DERIVATIVE INSTRUMENTS - Narrative (Details) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022 USD ($) MW	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) MW	Sep. 30, 2021 USD ($)	Dec. 31, 2021 $ / KWmo MW
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Percentage of costs or benefits borne under capacity-related contracts by United Illuminated Company			20.00%
Amount of power to be purchased under capacity-related contract (in MW) | MW	675		675		675
Gains (losses) on deferred as regulatory costs | $	$ 2.4	$ 0.7	$ 11.2	$ (9.5)
Level 3 | Minimum
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Percentage of exit price premiums related to derivative contracts			3.40%
Level 3 | Maximum
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Percentage of exit price premiums related to derivative contracts			7.70%
Level 3 | Weighted Average
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Percentage of exit price premiums related to derivative contracts			6.60%
CL&P
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Percentage of costs or benefits borne under capacity-related contracts			80.00%
CL&P | Weighted Average | Measurement Input, Capacity Prices
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative measurement input | $ / KWmo					2.61

XML

DERIVATIVE INSTRUMENTS - Summary of Level 3 Derivative Contracts and Significant Unobservable Inputs Used (Details) - CL&P - Forward Reserve Prices - Level 3 - $ / KWmo	Sep. 30, 2022	Dec. 31, 2021
Minimum
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative measurement input	0.44	0.50
Maximum
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative measurement input	0.50	1.15
Weighted Average
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Derivative measurement input	0.47	0.82

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DERIVATIVE INSTRUMENTS - Changes in the Level 3 Category of Derivative Assets Measured at Fair Value on a Recurring Basis (Details) - CL&P - Level 3 - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Derivatives, Net [Rollforward]
Fair Value as of Beginning of Period	$ (213.3)	$ (279.7)	$ (249.2)	$ (293.1)
Net Realized/Unrealized Gains/(Losses) Included in Regulatory Assets	2.4	0.7	11.2	(10.9)
Settlements	15.0	13.7	42.1	38.7
Fair Value as of End of Period	$ (195.9)	$ (265.3)	$ (195.9)	$ (265.3)

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MARKETABLE SECURITIES - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Debt Securities, Available-for-sale [Line Items]
Available-for-sale equity securities	$ 23.3		$ 23.3		$ 40.2
Unrealized (loss) gain recorded in other income	(1.5)	$ (0.5)	(10.6)	$ 2.5
CYAPC and YAEC
Debt Securities, Available-for-sale [Line Items]
Available-for-sale equity securities	170.1		170.1		214.0
Marketable securities held in nuclear decommissioning trust	$ 170.3		$ 170.3		$ 189.9

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MARKETABLE SECURITIES - Summary of Available-for-Sale Debt Securities (Details) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021
Investments, Debt and Equity Securities [Abstract]
Amortized Cost	$ 205.4	$ 214.5
Pre-Tax Unrealized Gains	0.2	5.1
Pre-Tax Unrealized Losses	(15.5)	(0.2)
Fair Value	$ 190.1	$ 219.4

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MARKETABLE SECURITIES - Contractual Maturities of Available-for-Sale Debt Securities (Details) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021
Amortized Cost
Less than one year	$ 22.4
One to five years	56.0
Six to ten years	40.8
Greater than ten years	86.2
Amortized Cost	205.4	$ 214.5
Fair Value
Less than one year	22.4
One to five years	54.6
Six to ten years	36.7
Greater than ten years	76.4
Fair Value	$ 190.1	$ 219.4

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MARKETABLE SECURITIES - Marketable Securities Recorded at Fair Value on a Recurring Basis by Level (Details) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	$ 383.5	$ 473.6
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	214.2	285.5
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	169.3	188.1
Mutual Funds and Equities | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	193.4	254.2
Money Market Funds | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	20.8	31.3
U.S. Government Issued Debt Securities (Agency and Treasury) | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	77.4	81.3
Corporate Debt Securities | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	54.8	65.3
Asset-Backed Debt Securities | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	9.5	12.6
Municipal Bonds | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	13.0	12.3
Other Fixed Income Securities | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	$ 14.6	$ 16.6

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SHORT-TERM AND LONG-TERM DEBT - Narrative (Details) - USD ($)			9 Months Ended
	Oct. 15, 2022	Sep. 15, 2022	Sep. 30, 2022	Sep. 30, 2021	Jun. 14, 2022	Dec. 31, 2021
Line of Credit Facility [Line Items]
Proceeds from long-term debt issuance			$ 4,045,000,000	$ 3,150,000,000
Payment of long-term debt			775,000,000	1,142,500,000
NSTAR Electric
Line of Credit Facility [Line Items]
Notes payable to Eversource parent			2,800,000
Proceeds from long-term debt issuance		$ 400,000,000	850,000,000	600,000,000
Payment of long-term debt			0	250,000,000
NSTAR Electric | Subsequent Event
Line of Credit Facility [Line Items]
Payment of long-term debt	$ 400,000,000
CL&P
Line of Credit Facility [Line Items]
Notes payable to Eversource parent			26,000,000
Proceeds from long-term debt issuance			0	425,000,000
Payment of long-term debt			0	120,500,000
PSNH
Line of Credit Facility [Line Items]
Notes payable to Eversource parent			139,700,000			$ 110,600,000
Proceeds from long-term debt issuance			0	350,000,000
Payment of long-term debt			0	$ 282,000,000
Line of Credit | CL&P
Line of Credit Facility [Line Items]
Maximum borrowing capacity			450,000,000
Amount outstanding under line of credit			0
Line of Credit | PSNH
Line of Credit Facility [Line Items]
Maximum borrowing capacity			300,000,000
Amount outstanding under line of credit			0
Line of Credit | NSTAR Gas
Line of Credit Facility [Line Items]
Maximum borrowing capacity					$ 325,000,000
Commercial Paper | NSTAR Electric
Line of Credit Facility [Line Items]
Maximum borrowing capacity			650,000,000
Line of Credit
Line of Credit Facility [Line Items]
Amount outstanding under line of credit			0			$ 0
Line of Credit | NSTAR Electric
Line of Credit Facility [Line Items]
Maximum borrowing capacity			650,000,000
Eversource Parent | Commercial Paper
Line of Credit Facility [Line Items]
Maximum borrowing capacity			2,000,000,000
Eversource Parent | Line of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity			$ 2,000,000,000
Debt instrument term			5 years
NSTAR Electric | Line of Credit | NSTAR Electric
Line of Credit Facility [Line Items]
Debt instrument term			5 years

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SHORT-TERM AND LONG-TERM DEBT - Borrowings Outstanding and Available under the Commercial Paper Programs (Details) - Commercial Paper - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Borrowings outstanding	$ 401.5	$ 1,343.0
Available borrowing capacity	$ 1,598.5	$ 657.0
Weighted-average interest rate (in percent)	3.34%	0.31%
NSTAR Electric
Debt Instrument [Line Items]
Borrowings outstanding	$ 0.0	$ 162.5
Available borrowing capacity	$ 650.0	$ 487.5
Weighted-average interest rate (in percent)	0.00%	0.14%

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SHORT-TERM AND LONG-TERM DEBT - Summary of Long-Term Debt Issuance and Repayments (Details) - USD ($) $ in Thousands		1 Months Ended								9 Months Ended
	Oct. 15, 2022	Oct. 31, 2022	Sep. 30, 2022	Aug. 31, 2022	Jul. 31, 2022	Jun. 30, 2022	May 31, 2022	Mar. 31, 2022	Feb. 28, 2022	Sep. 30, 2022	Sep. 30, 2021
Debt Instrument [Line Items]
Retirement of Long-Term Debt										$ (775,000)	$ (1,142,500)
NSTAR Electric
Debt Instrument [Line Items]
Retirement of Long-Term Debt										$ 0	$ (250,000)
NSTAR Electric | Subsequent Event
Debt Instrument [Line Items]
Retirement of Long-Term Debt	$ (400,000)
NSTAR Electric | Debentures | NSTAR Electric 4.55% 2022 Debentures
Debt Instrument [Line Items]
Interest rate, stated percentage							4.55%
Issuances							$ 450,000
NSTAR Electric | Debentures | NSTAR Electric 4.95% 2022 Debentures
Debt Instrument [Line Items]
Interest rate, stated percentage			4.95%							4.95%
Issuances			$ 400,000
NSTAR Electric | Debentures | NSTAR Electric 2.375% 2012 Debentures | Subsequent Event
Debt Instrument [Line Items]
Interest rate, stated percentage		2.375%
Retirement of Long-Term Debt		$ (400,000)
Yankee Gas | First Mortgage | Yankee Gas 8.48% Series B First Mortgage Bonds
Debt Instrument [Line Items]
Interest rate, stated percentage								8.48%
Retirement of Long-Term Debt								$ (20,000)
Yankee Gas | First Mortgage | Yankee Gas 4.31% Series U First Mortgage Bonds
Debt Instrument [Line Items]
Interest rate, stated percentage			4.31%							4.31%
Issuances			$ 100,000
EGMA | First Mortgage | EGMA 4.70% Series C First Mortgage Bonds
Debt Instrument [Line Items]
Interest rate, stated percentage						4.70%
Issuances						$ 100,000
NSTAR Gas | First Mortgage | NSTAR Gas 4.40% Series V First Mortgage Bonds
Debt Instrument [Line Items]
Interest rate, stated percentage					4.40%
Issuances					$ 125,000
Aquarian Water Company | Senior Notes | Aquarion Water Company of Connecticut 4.69% Senior Notes
Debt Instrument [Line Items]
Interest rate, stated percentage				4.69%
Issuances				$ 70,000
Aquarian Water Company | General Mortgage Bonds | Aquarion Water Company of New Hampshire 4.45% General Mortgage Bonds
Debt Instrument [Line Items]
Interest rate, stated percentage					4.45%
Retirement of Long-Term Debt					$ (5,000)
Eversource Parent | Senior Notes | Eversource Parent 2.90% Series V Senior Notes
Debt Instrument [Line Items]
Interest rate, stated percentage									2.90%
Issuances									$ 650,000
Eversource Parent | Senior Notes | Eversource Parent 3.375% Series W Senior Notes
Debt Instrument [Line Items]
Interest rate, stated percentage									3.375%
Issuances									$ 650,000
Eversource Parent | Senior Notes | Eversource Parent 4.20% Series X Senior Notes
Debt Instrument [Line Items]
Interest rate, stated percentage						4.20%
Issuances						$ 900,000
Eversource Parent | Senior Notes | Eversource Parent 4.60% Series Y Senior Notes
Debt Instrument [Line Items]
Interest rate, stated percentage						4.60%
Issuances						$ 600,000
Eversource Parent | Senior Notes | Eversource Parent 2.75% Series K Senior Notes
Debt Instrument [Line Items]
Interest rate, stated percentage								2.75%
Retirement of Long-Term Debt								$ (750,000)

XML

RATE REDUCTION BONDS AND VARIABLE INTEREST ENTITIES - Narrative (Details) - PSNH - Rate Reduction Bonds $ in Millions	May 31, 2018 USD ($)
Debt Instrument [Line Items]
Amount of securitized rate reduction bonds issued	$ 635.7
Weighted average interest rate	3.66%

XML

RATE REDUCTION BONDS AND VARIABLE INTEREST ENTITIES - Summary of the Impact of Funding on the Balance Sheets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Condensed Balance Sheet Statements, Captions [Line Items]
Securitized Stranded Cost (included in Regulatory Assets)	$ 5,702,400	$ 5,715,800
Regulatory Liabilities	3,901,106	3,866,251
Accrued Interest (included in Other Current Liabilities)	983,663	830,620
Rate Reduction Bonds - Current Portion	43,210	43,210
Rate Reduction Bonds - Long-Term Portion	410,492	453,702
Securitized Stranded Costs
Condensed Balance Sheet Statements, Captions [Line Items]
Securitized Stranded Cost (included in Regulatory Assets)	446,500	478,900
Other Regulatory Assets
Condensed Balance Sheet Statements, Captions [Line Items]
Securitized Stranded Cost (included in Regulatory Assets)	248,000	150,000
Current Derivative Assets
Condensed Balance Sheet Statements, Captions [Line Items]
Restricted Cash	76,500	78,200
Other Long-Term Assets
Condensed Balance Sheet Statements, Captions [Line Items]
Restricted Cash	19,300	44,700
PSNH
Condensed Balance Sheet Statements, Captions [Line Items]
Securitized Stranded Cost (included in Regulatory Assets)	728,800	786,400
Regulatory Liabilities	381,294	381,366
Accrued Interest (included in Other Current Liabilities)	69,801	63,005
Rate Reduction Bonds - Current Portion	43,210	43,210
Rate Reduction Bonds - Long-Term Portion	410,492	453,702
PSNH | VIE
Condensed Balance Sheet Statements, Captions [Line Items]
Rate Reduction Bonds - Current Portion	43,200	43,200
Rate Reduction Bonds - Long-Term Portion	410,500	453,700
PSNH | Securitized Stranded Costs
Condensed Balance Sheet Statements, Captions [Line Items]
Securitized Stranded Cost (included in Regulatory Assets)	446,500	478,900
PSNH | Securitized Stranded Costs | VIE
Condensed Balance Sheet Statements, Captions [Line Items]
Securitized Stranded Cost (included in Regulatory Assets)	446,500	478,900
PSNH | Other Regulatory Assets
Condensed Balance Sheet Statements, Captions [Line Items]
Securitized Stranded Cost (included in Regulatory Assets)	14,100	15,800
PSNH | Other Regulatory Assets | VIE
Condensed Balance Sheet Statements, Captions [Line Items]
Regulatory Liabilities	7,900	5,400
Accrued Interest (included in Other Current Liabilities)	2,800	7,500
PSNH | Current Derivative Assets
Condensed Balance Sheet Statements, Captions [Line Items]
Restricted Cash	18,700	31,400
PSNH | Current Derivative Assets | VIE
Condensed Balance Sheet Statements, Captions [Line Items]
Restricted Cash	18,000	31,100
PSNH | Other Long-Term Assets
Condensed Balance Sheet Statements, Captions [Line Items]
Restricted Cash	3,200	3,200
PSNH | Other Long-Term Assets | VIE
Condensed Balance Sheet Statements, Captions [Line Items]
Restricted Cash	$ 3,200	$ 3,200

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RATE REDUCTION BONDS AND VARIABLE INTEREST ENTITIES - Summary of the Impact of Funding on the Income Statements (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Condensed Income Statements, Captions [Line Items]
Interest Expense on RRB Principal (included in Interest Expense)	$ 178,174	$ 147,962	$ 491,509	$ 431,162
PSNH
Condensed Income Statements, Captions [Line Items]
Amortization of RRB Principal (included in Amortization of Regulatory Assets, Net)	(7,398)	(17,922)	(43,449)	(62,744)
Interest Expense on RRB Principal (included in Interest Expense)	15,030	14,321	43,432	42,774
PSNH | VIE | Rate Reduction Bonds
Condensed Income Statements, Captions [Line Items]
Amortization of RRB Principal (included in Amortization of Regulatory Assets, Net)	10,800	10,800	32,400	32,400
Interest Expense on RRB Principal (included in Interest Expense)	$ 4,200	$ 4,500	$ 12,900	$ 13,900

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PENSION BENEFITS AND POSTRETIREMENT BENEFITS OTHER THAN PENSION - Components of Net Periodic Benefit Expense/(Income) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Pension and SERP
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service Cost	$ 17.5	$ 21.5	$ 52.7	$ 64.3
Interest Cost	38.6	32.5	115.8	97.5
Expected Return on Plan Assets	(130.7)	(109.5)	(393.1)	(328.0)
Actuarial Losses, net	28.4	60.7	87.5	183.1
Prior Service Cost/(Credit)	0.4	0.3	1.1	1.1
Total Net Periodic Benefit Plan Income	(45.8)	5.5	(136.0)	18.0
PBOP
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service Cost	2.9	3.3	8.7	10.1
Interest Cost	5.0	4.3	15.1	12.9
Expected Return on Plan Assets	(22.5)	(19.8)	(67.5)	(59.3)
Actuarial Losses, net	0.0	2.0	0.0	5.9
Prior Service Cost/(Credit)	(5.4)	(5.3)	(16.2)	(15.9)
Total Net Periodic Benefit Plan Income	(20.0)	(15.5)	(59.9)	(46.3)
CL&P | Pension and SERP
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service Cost	4.7	5.6	13.9	17.4
Interest Cost	7.8	6.7	23.4	20.7
Expected Return on Plan Assets	(26.5)	(21.7)	(79.6)	(65.0)
Actuarial Losses, net	4.0	10.8	12.2	34.6
Prior Service Cost/(Credit)	0.0	0.0	0.0	0.0
Total Net Periodic Benefit Plan Income	(10.0)	1.4	(30.1)	7.7
Intercompany Income Allocations	(4.0)	2.2	(11.9)	5.8
CL&P | PBOP
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service Cost	0.5	0.5	1.5	1.7
Interest Cost	0.9	0.8	2.7	2.4
Expected Return on Plan Assets	(2.8)	(2.5)	(8.4)	(7.7)
Actuarial Losses, net	0.0	0.4	0.0	1.2
Prior Service Cost/(Credit)	0.3	0.3	0.8	0.8
Total Net Periodic Benefit Plan Income	(1.1)	(0.5)	(3.4)	(1.6)
Intercompany Income Allocations	(0.9)	(0.4)	(2.7)	(1.3)
NSTAR Electric | Pension and SERP
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service Cost	3.4	4.0	10.4	11.9
Interest Cost	8.2	6.7	24.5	20.1
Expected Return on Plan Assets	(32.1)	(27.1)	(96.2)	(81.1)
Actuarial Losses, net	8.1	15.3	24.7	46.1
Prior Service Cost/(Credit)	0.1	0.1	0.3	0.3
Total Net Periodic Benefit Plan Income	(12.3)	(1.0)	(36.3)	(2.7)
Intercompany Income Allocations	(3.2)	2.4	(9.3)	6.4
NSTAR Electric | PBOP
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service Cost	0.5	0.6	1.5	1.8
Interest Cost	1.3	1.1	3.9	3.3
Expected Return on Plan Assets	(10.6)	(9.2)	(31.8)	(27.7)
Actuarial Losses, net	0.0	0.5	0.0	1.6
Prior Service Cost/(Credit)	(4.2)	(4.3)	(12.7)	(12.7)
Total Net Periodic Benefit Plan Income	(13.0)	(11.3)	(39.1)	(33.7)
Intercompany Income Allocations	(0.9)	(0.5)	(2.7)	(1.5)
PSNH | Pension and SERP
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service Cost	1.7	2.2	5.2	6.6
Interest Cost	4.2	3.7	12.6	10.9
Expected Return on Plan Assets	(14.0)	(11.9)	(42.1)	(35.6)
Actuarial Losses, net	1.9	5.3	6.0	15.4
Prior Service Cost/(Credit)	0.0	0.0	0.0	0.0
Total Net Periodic Benefit Plan Income	(6.2)	(0.7)	(18.3)	(2.7)
Intercompany Income Allocations	(1.0)	0.7	(2.7)	1.9
PSNH | PBOP
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service Cost	0.3	0.3	0.8	0.9
Interest Cost	0.5	0.4	1.6	1.3
Expected Return on Plan Assets	(1.7)	(1.6)	(5.0)	(4.6)
Actuarial Losses, net	0.0	0.1	0.0	0.4
Prior Service Cost/(Credit)	0.1	0.1	0.3	0.3
Total Net Periodic Benefit Plan Income	(0.8)	(0.7)	(2.3)	(1.7)
Intercompany Income Allocations	$ (0.3)	$ (0.2)	$ (0.9)	$ (0.5)

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PENSION BENEFITS AND POSTRETIREMENT BENEFITS OTHER THAN PENSION - Narrative (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Postemployment Benefits [Abstract]
Pension contributions	$ (80,000)	$ (140,000)

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COMMITMENTS AND CONTINGENCIES - Environmental Sites and Related Reserves (Details) $ in Millions	3 Months Ended	9 Months Ended
	Mar. 31, 2022 site	Sep. 30, 2022 USD ($) site	Dec. 31, 2021 USD ($)
Site Contingency [Line Items]
Number of Sites | site	61	62
Reserve | $		$ 121.1	$ 115.4
CL&P
Site Contingency [Line Items]
Number of Sites | site	14	14
Reserve | $		$ 14.1	13.9
NSTAR Electric
Site Contingency [Line Items]
Number of Sites | site	11	11
Reserve | $		$ 3.5	3.3
PSNH
Site Contingency [Line Items]
Number of Sites | site	9	9
Reserve | $		$ 6.2	$ 6.3

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COMMITMENTS AND CONTINGENCIES - Environmental Matters Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021
Site Contingency [Line Items]
Reserve balance	$ 121.1	$ 115.4
MGP Sites
Site Contingency [Line Items]
Reserve balance	$ 110.6	$ 105.6

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COMMITMENTS AND CONTINGENCIES - Non-Cancellable Commitments Under Purchase Commitment Contracts (Details) - Renewable Energy - NSTAR Electric $ in Millions	Sep. 30, 2022 USD ($)
Unrecorded Unconditional Purchase Obligation [Line Items]
2022	$ 27.1
2023	78.3
2024	269.4
2025	315.8
2026	322.1
Thereafter	5,812.2
Total	$ 6,824.9

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COMMITMENTS AND CONTINGENCIES - Non-Cancellable Commitments Under Purchase Commitment Contracts Narrative (Details) $ in Millions	9 Months Ended
	Sep. 30, 2022 USD ($) MW
Offshore Wind Project
Unrecorded Unconditional Purchase Obligation [Line Items]
Contract term	20 years
Energy capacity (in MW) | MW	800
Renewable Energy | NSTAR Electric
Unrecorded Unconditional Purchase Obligation [Line Items]
Unrecorded unconditional purchase obligation	$ 6,824.9
Renewable Energy | NSTAR Electric | Massachusetts Clean Energy 83D Contract
Unrecorded Unconditional Purchase Obligation [Line Items]
Contract term	20 years
Unrecorded unconditional purchase obligation	$ 6,000.0
Renewable Energy | NSTAR Electric | Minimum | Massachusetts Clean Energy 83D Contract
Unrecorded Unconditional Purchase Obligation [Line Items]
Estimated costs	240.0
Renewable Energy | NSTAR Electric | Maximum | Massachusetts Clean Energy 83D Contract
Unrecorded Unconditional Purchase Obligation [Line Items]
Estimated costs	$ 375.0

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COMMITMENTS AND CONTINGENCIES - Guarantees and Obligations Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Fair value of guarantees	$ 4.3	$ 7.3

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COMMITMENTS AND CONTINGENCIES - Guarantees and Indemnifications (Details) $ in Millions	Sep. 30, 2022 USD ($)	Jan. 31, 2022 USD ($) letterOfCredit	Sep. 16, 2020 USD ($)	Oct. 25, 2019 USD ($)
Guarantor Obligations [Line Items]
Number of letters of credit | letterOfCredit		2
Letter of Credit | Eversource Investment LLC
Guarantor Obligations [Line Items]
Maximum borrowing capacity			$ 25.0
North East Offshore LLC
Guarantor Obligations [Line Items]
Ownership interest	50.00%
Sunrise Wind LLC
Guarantor Obligations [Line Items]
Maximum exposure (up to)	$ 461.9
Ownership interest	50.00%
Revolution Wind, LLC
Guarantor Obligations [Line Items]
Maximum exposure (up to)	$ 542.1
Ownership interest	50.00%
South Fork Wind, LLC
Guarantor Obligations [Line Items]
Maximum exposure (up to)	$ 206.6
South Fork Wind, LLC | Letter of Credit
Guarantor Obligations [Line Items]
Amount outstanding under line of credit		$ 4.3
Eversource Investment LLC | North East Offshore LLC
Guarantor Obligations [Line Items]
Ownership interest	50.00%
Construction-related purchase agreements with third-party contractors | South Fork Wind, LLC
Guarantor Obligations [Line Items]
Ownership interest	50.00%
Construction-related purchase agreements with third-party contractors | North East Offshore LLC
Guarantor Obligations [Line Items]
Maximum exposure (up to)	$ 759.6
Construction-related purchase agreements with third-party contractors | Sunrise Wind LLC
Guarantor Obligations [Line Items]
Maximum exposure (up to)	288.1
Construction-related purchase agreements with third-party contractors | Revolution Wind, LLC
Guarantor Obligations [Line Items]
Maximum exposure (up to)	419.0
Construction-related purchase agreements with third-party contractors | South Fork Wind, LLC
Guarantor Obligations [Line Items]
Maximum exposure (up to)	142.7
Funding and indemnification obligations of North East Offshore LLC | Eversource Investment LLC
Guarantor Obligations [Line Items]
Maximum exposure (up to)	94.8
Funding and indemnification obligations of North East Offshore LLC | Eversource Investment LLC | North East Offshore LLC
Guarantor Obligations [Line Items]
Maximum exposure (up to)	910.0
Power Purchase Agreement | South Fork Wind, LLC
Guarantor Obligations [Line Items]
Maximum exposure (up to)	7.1
Power Purchase Agreement | South Fork Wind, LLC | South Fork Wind, LLC
Guarantor Obligations [Line Items]
Maximum exposure (up to)	$ 7.1
Ownership interest	50.00%
OREC capacity production | Sunrise Wind LLC
Guarantor Obligations [Line Items]
Maximum exposure (up to)	$ 2.2
OREC capacity production | Sunrise Wind LLC | Sunrise Wind LLC
Guarantor Obligations [Line Items]
Maximum exposure (up to)				$ 15.4
Ownership interest	50.00%
Real estate purchase | Bay State Wind LLC
Guarantor Obligations [Line Items]
Maximum exposure (up to)	$ 2.5
Transmission interconnection | South Fork Wind, LLC
Guarantor Obligations [Line Items]
Maximum exposure (up to)	1.2
Letter of Credit | Eversource Investment LLC
Guarantor Obligations [Line Items]
Maximum exposure (up to)	4.3
Surety bonds | Various
Guarantor Obligations [Line Items]
Maximum exposure (up to)	35.7
Lease payments for real estate | Eversource Service
Guarantor Obligations [Line Items]
Maximum exposure (up to)	0.6
Performance guarantee | North East Offshore LLC
Guarantor Obligations [Line Items]
Maximum exposure (up to)	$ 1,300.0
Percent of obligations guaranteed	50.00%
Payment guarantee | North East Offshore LLC
Guarantor Obligations [Line Items]
Maximum exposure (up to)	$ 62.5
Percent of obligations guaranteed	50.00%

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COMMITMENTS AND CONTINGENCIES - Spent Nuclear Fuel Obligations - Yankee Companies (Details) $ in Millions	Mar. 25, 2021 USD ($)
CYAPC, YAEC, and MYAPC | Yankee Companies
Loss Contingencies [Line Items]
Damages sought	$ 120.4

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COMMITMENTS AND CONTINGENCIES - FERC ROE Complaints (Details) $ in Millions			9 Months Ended	36 Months Ended
	Apr. 29, 2016 complaint	Oct. 16, 2014	Sep. 30, 2022 USD ($) period	Oct. 15, 2014	Dec. 31, 2021 USD ($)	Dec. 23, 2019 complaint	Nov. 21, 2019 complaint	Oct. 16, 2018 complaint	Jul. 31, 2014 complaint
Loss Contingencies [Line Items]
Percentage of base ROE reasonably justified			10.41%
Percentage of incentive cap on total ROE			13.08%
FERC ROE Complaints
Loss Contingencies [Line Items]
Number of complaints filed | complaint	4					4	2	4
Period of complaint			15 months
Basis point change			0.10%
Estimate of possible loss for each 10 basis point change to base ROE			$ 3.0
Number of complain periods | period			4
FERC ROE First, Second and Third Complaints
Loss Contingencies [Line Items]
Number of complaints filed | complaint									3
Base ROE subsequently authorized			11.14%
FERC ROE First, Second and Third Complaints | Minimum
Loss Contingencies [Line Items]
Percentage of maximum ROE for any incentive project				11.14%
FERC ROE First, Second and Third Complaints | Maximum
Loss Contingencies [Line Items]
Percentage of maximum ROE for any incentive project				13.10%
FERC ROE Fourth Complaint
Loss Contingencies [Line Items]
Base ROE percentage of complaint period	10.57%
Maximum percentage cap of ROE for incentive projects	11.74%
FERC ROE First Complaint
Loss Contingencies [Line Items]
Base ROE subsequently authorized		10.57%
Percentage of maximum ROE for any incentive project		11.74%
Amounts associated with first complaint refunded			$ 38.9
FERC ROE First Complaint | CL&P
Loss Contingencies [Line Items]
Amounts associated with first complaint refunded			22.4
FERC ROE First Complaint | NSTAR Electric
Loss Contingencies [Line Items]
Amounts associated with first complaint refunded			13.7
FERC ROE First Complaint | PSNH
Loss Contingencies [Line Items]
Amounts associated with first complaint refunded			$ 2.8
FERC ROE Second Complaint
Loss Contingencies [Line Items]
Base ROE percentage of complaint period			10.57%
Percentage of maximum ROE for any incentive project			11.74%
Loss contingency, estimate of possible earnings impact			$ 39.1		$ 39.1
FERC ROE Second Complaint | CL&P
Loss Contingencies [Line Items]
Loss contingency, estimate of possible earnings impact			21.4		21.4
FERC ROE Second Complaint | NSTAR Electric
Loss Contingencies [Line Items]
Loss contingency, estimate of possible earnings impact			14.6		14.6
FERC ROE Second Complaint | PSNH
Loss Contingencies [Line Items]
Loss contingency, estimate of possible earnings impact			$ 3.1		$ 3.1

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COMMITMENTS AND CONTINGENCIES - Eversource and NSTAR Electric Boston Harbor Civil Action (Details)	12 Months Ended
	Dec. 31, 2016 kV
Commitments and Contingencies Disclosure [Abstract]
Amount of capacity required for installation of distribution cable (in kV)	115

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COMMITMENTS AND CONTINGENCIES - CL&P Regulatory Matters (Details) $ / shares in Units, $ in Thousands		9 Months Ended
	Oct. 01, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($) $ / shares	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Sep. 01, 2021 USD ($)	Jul. 14, 2021 USD ($) $ / shares	May 07, 2021	May 06, 2021 USD ($)	Apr. 28, 2021	Dec. 31, 2020 USD ($)
Loss Contingencies [Line Items]
Loss contingency, allowed rate of ROE (in percent)										9.25%
Loss contingency, allowed rate of ROE, downward adjustment (in basis points)										0.0090
Cash, cash equivalents, restricted cash and restricted cash equivalents		$ 602,256	$ 218,129		$ 221,008						$ 264,950
Regulatory Liabilities		988,714			602,432
Loss related to litigation settlement		(72,041)	103,583
Basis points reduction to return on equity, scenario 1	0.90%
Basis points reduction to return on equity, scenario 2	0.45%
CL&P
Loss Contingencies [Line Items]
Cash, cash equivalents, restricted cash and restricted cash equivalents		23,120	71,762		74,788						$ 99,809
Regulatory Liabilities		434,465			266,489
Loss related to litigation settlement		(72,041)	$ 103,583
Customer Assistance Fund | CL&P
Loss Contingencies [Line Items]
Cash, cash equivalents, restricted cash and restricted cash equivalents				$ 10,000	$ 10,000
Unfavorable Regulatory Action
Loss Contingencies [Line Items]
Loss contingency, estimate of possible earnings impact									$ 30,000
Loss contingency, estimate of possible earnings impact, non-compliance with performance standards									28,400
Loss contingency, estimate of possible earnings impact, accident reporting violation fines									$ 1,600
Non-compliance fine							$ 28,600
Loss contingency, accident reporting violation fines							$ 200
Loss contingency, penalty rate as a percent of distribution revenues								2.50%
Loss contingency, after-tax earnings impact per share (in dollars per share) | $ / shares			$ 0.25				$ 0.07
Loss related to litigation settlement			$ 103,600
Loss Contingency, Settlement Agreement, Customer Credits And Assistance	$ 75,000
Gain ​(Loss) Related To Litigation Settlement, Net Of Tax			(85,800)
Unfavorable Regulatory Action | Sales
Loss Contingencies [Line Items]
Loss related to litigation settlement			65,000
Unfavorable Regulatory Action | Oil and Gas, Operation and Maintenance
Loss Contingencies [Line Items]
Loss related to litigation settlement			10,000
Unfavorable Regulatory Action | CL&P
Loss Contingencies [Line Items]
Loss contingency, estimate of possible earnings impact, non-compliance with performance standards						$ 28,400
Loss contingency, settlement agreement, customer credits	65,000
Loss contingency, settlement agreement, customer assistance initiatives	$ 10,000
Regulatory Liabilities			$ 75,000
Unfavorable Regulatory Action | CL&P | Sales
Loss Contingencies [Line Items]
Loss related to litigation settlement		$ 65,000

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Preferred Stock Not Subject to Mandatory Redemption	$ 155,570	$ 155,570
Rate Reduction Bonds	410,492	453,702
Carrying Amount
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Preferred Stock Not Subject to Mandatory Redemption	155,600	155,600
Long-Term Debt	21,442,400	18,216,700
Rate Reduction Bonds	453,700	496,900
Fair Value | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Preferred Stock Not Subject to Mandatory Redemption	146,000	166,300
Long-Term Debt	19,010,300	19,636,300
Rate Reduction Bonds	429,500	543,300
CL&P
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Preferred Stock Not Subject to Mandatory Redemption	116,200	116,200
CL&P | Carrying Amount
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Preferred Stock Not Subject to Mandatory Redemption	116,200	116,200
Long-Term Debt	4,216,200	4,215,400
Rate Reduction Bonds	0	0
CL&P | Fair Value | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Preferred Stock Not Subject to Mandatory Redemption	107,400	122,300
Long-Term Debt	3,774,900	4,848,900
Rate Reduction Bonds	0	0
NSTAR Electric
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Preferred Stock Not Subject to Mandatory Redemption	43,000	43,000
NSTAR Electric | Carrying Amount
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Preferred Stock Not Subject to Mandatory Redemption	43,000	43,000
Long-Term Debt	4,824,800	3,985,400
Rate Reduction Bonds	0	0
NSTAR Electric | Fair Value | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Preferred Stock Not Subject to Mandatory Redemption	38,600	44,000
Long-Term Debt	4,415,100	4,453,500
Rate Reduction Bonds	0	0
PSNH
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Rate Reduction Bonds	410,492	453,702
PSNH | Carrying Amount
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Preferred Stock Not Subject to Mandatory Redemption	0	0
Long-Term Debt	1,164,400	1,163,800
Rate Reduction Bonds	453,700	496,900
PSNH | Fair Value | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Preferred Stock Not Subject to Mandatory Redemption	0	0
Long-Term Debt	960,100	1,220,600
Rate Reduction Bonds	$ 429,500	$ 543,300

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ACCUMULATED OTHER COMPREHENSIVE INCOME/(LOSS) (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
AOCI Attributable to Parent [Roll Forward]
OCI Before Reclassifications							$ (4,500)	$ (3,000)
Amounts Reclassified from AOCI							5,800	7,500
Net OCI	$ 1,858	$ (1,293)	$ 704	$ 2,477	$ 881	$ 1,188	1,269	4,546
Accumulated Other Comprehensive Loss
AOCI Attributable to Parent [Roll Forward]
Beginning balance			(42,300)			(76,400)	(42,300)	(76,400)
Net OCI	1,858	$ (1,293)	704	2,477	$ 881	1,188
Ending balance	(41,000)			(71,900)			(41,000)	(71,900)
Qualified Cash Flow Hedging Instruments
AOCI Attributable to Parent [Roll Forward]
Beginning balance			(400)			(1,400)	(400)	(1,400)
OCI Before Reclassifications							0	0
Amounts Reclassified from AOCI							0	1,000
Net OCI							0	1,000
Ending balance	(400)			(400)			(400)	(400)
Unrealized Gains/(Losses) on Marketable Securities
AOCI Attributable to Parent [Roll Forward]
Beginning balance			400			1,100	400	1,100
OCI Before Reclassifications							(2,000)	(600)
Amounts Reclassified from AOCI							0	0
Net OCI							(2,000)	(600)
Ending balance	(1,600)			500			(1,600)	500
Defined Benefit Plans
AOCI Attributable to Parent [Roll Forward]
Beginning balance			$ (42,300)			$ (76,100)	(42,300)	(76,100)
OCI Before Reclassifications							(2,500)	(2,400)
Amounts Reclassified from AOCI							5,800	6,500
Net OCI							3,300	4,100
Ending balance	$ (39,000)			$ (72,000)			$ (39,000)	$ (72,000)

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COMMON SHARES - Common Shares Authorized and Issued (Details) - $ / shares	Sep. 30, 2022	Jun. 30, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Par value (in dollars per share)	$ 5	$ 5
Authorized (in shares)	380,000,000		380,000,000
Issued (in shares)	359,984,073		357,818,402
CL&P
Class of Stock [Line Items]
Par value (in dollars per share)	$ 10
Authorized (in shares)	24,500,000		24,500,000
Issued (in shares)	6,035,205		6,035,205
NSTAR Electric
Class of Stock [Line Items]
Par value (in dollars per share)	$ 1
Authorized (in shares)	100,000,000		100,000,000
Issued (in shares)	200		200
PSNH
Class of Stock [Line Items]
Par value (in dollars per share)	$ 1
Authorized (in shares)	100,000,000		100,000,000
Issued (in shares)	301		301

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COMMON SHARES - Narrative (Details) $ in Millions			3 Months Ended
	Oct. 03, 2022 USD ($) customer shares	May 11, 2022 USD ($)	Sep. 30, 2022 USD ($) shares	Dec. 31, 2021 shares
Business Acquisition [Line Items]
Sale of stock, issuance of common stock, maximum | $		$ 1,200.0
Sale of stock, consideration received on transaction | $			$ 197.1
Sale of stock, number of shares issued in transaction (in shares)			2,165,671
Treasury stock (in shares)			12,635,324	13,415,206
Common stock outstanding (in shares)			347,348,749	344,403,196
The Torrington Water Company (TWC) | Subsequent Event | Subsidiaries
Business Acquisition [Line Items]
Business acquisition, number of treasury shares issued (in shares)	925,264
Consideration transferred | $	$ 72.0
Number of customers | customer	10,100

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COMMON SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Equity [Abstract]
Dividends on preferred stock	$ 1,880	$ 1,880	$ 1,880	$ 1,880	$ 1,880	$ 1,880	$ 5,600	$ 5,600
Noncontrolling interest attributed to preferred stock of subsidiaries	$ 155,570						$ 155,570		$ 155,570

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EARNINGS PER SHARE - Narrative (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Earnings Per Share [Abstract]
Antidilutive share awards excluded from the EPS computation (in shares)	0	0	0	0

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EARNINGS PER SHARE - Components of Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Earnings Per Share [Abstract]
Net Income Attributable to Common Shareholders	$ 349,409	$ 283,166	$ 1,084,717	$ 913,829
Net Income Attributable to Common Shareholders	$ 349,400	$ 283,200	$ 1,084,700	$ 913,800
Weighted Average Common Shares Outstanding:
Basic (in shares)	347,297,411	344,023,846	346,115,823	343,848,905
Dilutive effect (in shares)	465,282	645,936	457,278	631,151
Diluted (in shares)	347,762,693	344,669,782	346,573,101	344,480,056
Basic EPS (in dollars per share)	$ 1.01	$ 0.82	$ 3.13	$ 2.66
Diluted EPS (in dollars per share)	$ 1.00	$ 0.82	$ 3.13	$ 2.65

XML

REVENUES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Sep. 01, 2021	May 06, 2021
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	$ 3,259,400	$ 2,444,600	$ 9,273,000	$ 7,355,600
Alternative Revenue Programs	(46,600)	(13,500)	(22,700)	21,300
Other Revenues	2,800	1,700	9,300	4,300
Operating Revenues	$ 3,215,645	$ 2,432,794	9,259,596	7,381,172
(Customer Credits)/Reserve at CL&P related to PURA Settlement Agreement and Storm Performance Penalty			(72,041)	103,583
Operating Lease, Income, Comprehensive Income [Extensible Enumeration]	Operating Revenues	Operating Revenues
Lease revenue	$ 1,000	$ 1,100	3,100	3,800
Unfavorable Regulatory Action
Disaggregation of Revenue [Line Items]
(Customer Credits)/Reserve at CL&P related to PURA Settlement Agreement and Storm Performance Penalty				103,600
Loss contingency, estimate of possible earnings impact, non-compliance with performance standards							$ 28,400
Unfavorable Regulatory Action | Sales
Disaggregation of Revenue [Line Items]
(Customer Credits)/Reserve at CL&P related to PURA Settlement Agreement and Storm Performance Penalty				65,000
CL&P
Disaggregation of Revenue [Line Items]
Operating Revenues	$ 1,369,101	$ 919,643	3,690,614	2,736,513
(Customer Credits)/Reserve at CL&P related to PURA Settlement Agreement and Storm Performance Penalty			(72,041)	103,583
Operating Lease, Income, Comprehensive Income [Extensible Enumeration]	Operating Revenues	Operating Revenues
Lease revenue	$ 200	$ 200	600	600
CL&P | Unfavorable Regulatory Action
Disaggregation of Revenue [Line Items]
Loss contingency, estimate of possible earnings impact, non-compliance with performance standards						$ 28,400
CL&P | Unfavorable Regulatory Action | Sales
Disaggregation of Revenue [Line Items]
(Customer Credits)/Reserve at CL&P related to PURA Settlement Agreement and Storm Performance Penalty			65,000
NSTAR Electric
Disaggregation of Revenue [Line Items]
Operating Revenues	$ 1,105,452	$ 918,698	2,752,278	2,343,116
Operating Lease, Income, Comprehensive Income [Extensible Enumeration]	Operating Revenues	Operating Revenues
Lease revenue	$ 600	$ 700	1,900	2,500
PSNH
Disaggregation of Revenue [Line Items]
Operating Revenues	$ 430,642	$ 314,893	1,077,124	887,177
Operating Lease, Income, Comprehensive Income [Extensible Enumeration]	Operating Revenues	Operating Revenues
Total Retail Tariff Sales Revenues
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	$ 2,752,600	$ 2,212,300	7,799,600	6,593,800
Residential
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	1,633,300	1,267,600	4,663,000	3,920,500
Commercial
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	984,000	823,600	2,718,600	2,302,200
Industrial
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	135,300	121,100	418,000	371,100
Wholesale Transmission Revenues
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	133,900	141,700	333,100	325,500
Wholesale Market Sales Revenues
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	340,900	147,100	987,300	437,200
Other Revenues from Contracts with Customers
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	25,100	37,800	81,300	94,700
(Reserve for)/Amortization of Revenues Subject to Refund
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	6,900	(94,300)	71,700	(95,600)
Operating Segments | CL&P
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	1,589,900	1,143,600	4,111,400	3,204,400
Alternative Revenue Programs	(65,100)	(82,000)	28,300	(74,200)
Other Revenues	200	200	500	300
Operating Segments | NSTAR Electric
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	1,268,500	1,055,700	3,181,700	2,713,900
Alternative Revenue Programs	(20,500)	(14,400)	(14,400)	(11,300)
Other Revenues	1,800	700	5,400	2,500
Operating Segments | PSNH
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	497,000	394,200	1,227,400	1,047,500
Alternative Revenue Programs	(7,200)	(24,100)	8,800	(18,800)
Other Revenues	600	600	2,100	1,100
Operating Segments | Total Retail Tariff Sales Revenues | CL&P
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	1,092,200	856,400	2,784,500	2,338,100
Operating Segments | Total Retail Tariff Sales Revenues | NSTAR Electric
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	1,016,500	849,100	2,471,800	2,134,200
Operating Segments | Total Retail Tariff Sales Revenues | PSNH
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	381,000	286,700	929,700	787,900
Operating Segments | Residential | CL&P
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	739,100	572,000	1,864,400	1,558,600
Operating Segments | Residential | NSTAR Electric
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	507,600	401,900	1,239,000	1,069,000
Operating Segments | Residential | PSNH
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	246,200	172,900	580,500	467,300
Operating Segments | Commercial | CL&P
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	311,200	249,400	808,700	679,300
Operating Segments | Commercial | NSTAR Electric
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	469,600	411,300	1,128,800	975,700
Operating Segments | Commercial | PSNH
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	110,400	88,500	280,500	249,200
Operating Segments | Industrial | CL&P
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	41,900	35,000	111,400	100,200
Operating Segments | Industrial | NSTAR Electric
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	39,300	35,900	104,000	89,500
Operating Segments | Industrial | PSNH
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	24,400	25,300	68,700	71,400
Operating Segments | Wholesale Transmission Revenues | CL&P
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	250,300	268,200	575,200	652,800
Operating Segments | Wholesale Transmission Revenues | NSTAR Electric
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	183,800	171,000	512,700	478,200
Operating Segments | Wholesale Transmission Revenues | PSNH
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	86,200	88,000	213,100	207,400
Operating Segments | Wholesale Market Sales Revenues | CL&P
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	232,900	100,300	656,300	278,100
Operating Segments | Wholesale Market Sales Revenues | NSTAR Electric
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	57,500	21,300	163,100	64,700
Operating Segments | Wholesale Market Sales Revenues | PSNH
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	26,700	12,200	75,800	37,300
Operating Segments | Other Revenues from Contracts with Customers | CL&P
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	7,500	12,100	22,800	28,800
Operating Segments | Other Revenues from Contracts with Customers | NSTAR Electric
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	10,700	14,300	34,100	36,800
Operating Segments | Other Revenues from Contracts with Customers | PSNH
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	3,100	7,300	8,800	14,900
Operating Segments | (Reserve for)/Amortization of Revenues Subject to Refund | CL&P
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	7,000	(93,400)	72,600	(93,400)
Operating Segments | (Reserve for)/Amortization of Revenues Subject to Refund | NSTAR Electric
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	0	0	0	0
Operating Segments | (Reserve for)/Amortization of Revenues Subject to Refund | PSNH
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	0	0	0	0
Operating Segments | Reserves For Revenues Subject To Refund | CL&P | Unfavorable Regulatory Action
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers					$ 93,400
Other
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	343,500	326,100	1,062,700	999,100
Alternative Revenue Programs	0	0	0	0
Other Revenues	0	0	0	0
Operating Revenues	343,500	326,100	1,062,700	999,100
Other | Total Retail Tariff Sales Revenues
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	0	0	0	0
Other | Residential
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	0	0	0	0
Other | Commercial
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	0	0	0	0
Other | Industrial
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	0	0	0	0
Other | Wholesale Transmission Revenues
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	29,900	23,000	79,400	62,500
Other | Wholesale Market Sales Revenues
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	0	0	0	0
Other | Other Revenues from Contracts with Customers
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	313,600	303,100	983,300	936,600
Other | (Reserve for)/Amortization of Revenues Subject to Refund
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	0	0	0	0
Eliminations
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	(735,100)	(716,100)	(2,041,200)	(2,021,900)
Alternative Revenue Programs	52,600	102,000	(46,900)	103,000
Other Revenues	0	0	0	0
Operating Revenues	(682,500)	(614,100)	(2,088,100)	(1,918,900)
Eliminations | Total Retail Tariff Sales Revenues
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	(6,900)	(6,200)	(19,000)	(16,900)
Eliminations | Residential
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	0	0	0	0
Eliminations | Commercial
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	(1,700)	(1,400)	(4,200)	(4,100)
Eliminations | Industrial
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	(5,200)	(4,800)	(14,800)	(12,800)
Eliminations | Wholesale Transmission Revenues
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	(416,300)	(408,500)	(1,047,300)	(1,075,400)
Eliminations | Wholesale Market Sales Revenues
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	0	0	0	0
Eliminations | Other Revenues from Contracts with Customers
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	(311,900)	(301,400)	(974,900)	(929,600)
Eliminations | (Reserve for)/Amortization of Revenues Subject to Refund
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	0	0	0	0
Eliminations | CL&P
Disaggregation of Revenue [Line Items]
Operating Revenues	(155,900)	(142,200)	(449,600)	(394,000)
Eliminations | NSTAR Electric
Disaggregation of Revenue [Line Items]
Operating Revenues	(144,300)	(123,300)	(420,400)	(362,000)
Eliminations | PSNH
Disaggregation of Revenue [Line Items]
Operating Revenues	(59,800)	(55,800)	(161,200)	(142,600)
Electric Distribution | Operating Segments
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	2,830,400	2,061,800	7,204,500	5,614,000
Alternative Revenue Programs	(37,700)	(7,900)	(26,200)	14,900
Other Revenues	2,400	1,300	7,500	3,200
Operating Revenues	2,795,100	2,055,200	7,185,800	5,632,100
Electric Distribution | Operating Segments | Total Retail Tariff Sales Revenues
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	2,489,000	1,991,800	6,184,000	5,258,900
Electric Distribution | Operating Segments | Residential
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	1,492,900	1,146,800	3,683,900	3,094,900
Electric Distribution | Operating Segments | Commercial
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	890,500	748,800	2,216,000	1,902,900
Electric Distribution | Operating Segments | Industrial
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	105,600	96,200	284,100	261,100
Electric Distribution | Operating Segments | Wholesale Transmission Revenues
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	0	0	0	0
Electric Distribution | Operating Segments | Wholesale Market Sales Revenues
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	317,100	133,800	895,200	380,100
Electric Distribution | Operating Segments | Other Revenues from Contracts with Customers
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	17,300	29,600	53,400	68,400
Electric Distribution | Operating Segments | (Reserve for)/Amortization of Revenues Subject to Refund
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	7,000	(93,400)	71,900	(93,400)
Natural Gas Distribution | Operating Segments
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	228,300	182,700	1,564,200	1,256,400
Alternative Revenue Programs	(2,800)	2,700	4,300	21,300
Other Revenues	100	100	900	100
Operating Revenues	225,600	185,500	1,569,400	1,277,800
Natural Gas Distribution | Operating Segments | Total Retail Tariff Sales Revenues
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	205,000	169,300	1,472,100	1,198,700
Natural Gas Distribution | Operating Segments | Residential
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	94,700	81,700	870,000	722,800
Natural Gas Distribution | Operating Segments | Commercial
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	76,700	59,000	456,900	356,400
Natural Gas Distribution | Operating Segments | Industrial
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	33,600	28,600	145,200	119,500
Natural Gas Distribution | Operating Segments | Wholesale Transmission Revenues
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	0	0	0	0
Natural Gas Distribution | Operating Segments | Wholesale Market Sales Revenues
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	22,700	12,200	89,300	54,100
Natural Gas Distribution | Operating Segments | Other Revenues from Contracts with Customers
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	600	1,200	2,800	3,600
Natural Gas Distribution | Operating Segments | (Reserve for)/Amortization of Revenues Subject to Refund
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	0	0	0	0
Electric Transmission | Operating Segments
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	523,700	530,700	1,312,200	1,348,600
Alternative Revenue Programs	(55,100)	(112,600)	48,900	(119,200)
Other Revenues	200	200	500	700
Operating Revenues	468,800	418,300	1,361,600	1,230,100
Electric Transmission | Operating Segments | Total Retail Tariff Sales Revenues
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	0	0	0	0
Electric Transmission | Operating Segments | Residential
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	0	0	0	0
Electric Transmission | Operating Segments | Commercial
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	0	0	0	0
Electric Transmission | Operating Segments | Industrial
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	0	0	0	0
Electric Transmission | Operating Segments | Wholesale Transmission Revenues
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	520,300	527,200	1,301,000	1,338,400
Electric Transmission | Operating Segments | Wholesale Market Sales Revenues
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	0	0	0	0
Electric Transmission | Operating Segments | Other Revenues from Contracts with Customers
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	3,400	3,500	10,500	10,200
Electric Transmission | Operating Segments | (Reserve for)/Amortization of Revenues Subject to Refund
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	0	0	700	0
Water Distribution | Operating Segments
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	68,600	59,400	170,600	159,400
Alternative Revenue Programs	(3,600)	2,300	(2,800)	1,300
Other Revenues	100	100	400	300
Operating Revenues	65,100	61,800	168,200	161,000
Water Distribution | Operating Segments | Total Retail Tariff Sales Revenues
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	65,500	57,400	162,500	153,100
Water Distribution | Operating Segments | Residential
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	45,700	39,100	109,100	102,800
Water Distribution | Operating Segments | Commercial
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	18,500	17,200	49,900	47,000
Water Distribution | Operating Segments | Industrial
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	1,300	1,100	3,500	3,300
Water Distribution | Operating Segments | Wholesale Transmission Revenues
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	0	0	0	0
Water Distribution | Operating Segments | Wholesale Market Sales Revenues
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	1,100	1,100	2,800	3,000
Water Distribution | Operating Segments | Other Revenues from Contracts with Customers
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	2,100	1,800	6,200	5,500
Water Distribution | Operating Segments | (Reserve for)/Amortization of Revenues Subject to Refund
Disaggregation of Revenue [Line Items]
Revenues from Contracts with Customers	$ (100)	$ (900)	$ (900)	$ (2,200)

XML

SEGMENT INFORMATION - Narrative (Details) $ in Millions	9 Months Ended
	Sep. 30, 2022 USD ($) reportableSegment
CL&P
Segment Reporting Information [Line Items]
Number of reportable segments	1
NSTAR Electric
Segment Reporting Information [Line Items]
Number of reportable segments	1
PSNH
Segment Reporting Information [Line Items]
Number of reportable segments	1
Affiliated Entity
Segment Reporting Information [Line Items]
Amount of natural gas transmission purchased | $	$ 77.7

XML

SEGMENT INFORMATION - Summary of Segment Information and Segmented Total Assets (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Segment Reporting Information [Line Items]
Operating Revenues	$ 3,215,645	$ 2,432,794	$ 9,259,596	$ 7,381,172
Depreciation and Amortization	(413,400)	(322,100)	(1,304,400)	(981,100)
Other Operating Expenses	(2,244,900)	(1,627,400)	(6,279,300)	(4,879,600)
Operating Income/(Loss)	557,293	483,331	1,675,917	1,520,503
Interest Expense	(178,174)	(147,962)	(491,509)	(431,162)
Other Income, Net	89,831	43,768	255,253	124,588
Net Income/(Loss) Attributable to Common Shareholders	349,409	283,166	1,084,717	913,829
Cash Flows Used for Investments in Plant			2,352,743	2,211,136
Assets	51,599,425		51,599,425		$ 48,492,144
Other
Segment Reporting Information [Line Items]
Operating Revenues	343,500	326,100	1,062,700	999,100
Depreciation and Amortization	(35,400)	(28,000)	(98,800)	(83,700)
Other Operating Expenses	(265,700)	(275,200)	(876,500)	(860,300)
Operating Income/(Loss)	42,400	22,900	87,400	55,100
Interest Expense	(69,600)	(42,500)	(169,900)	(125,900)
Other Income, Net	429,900	325,900	1,280,100	1,059,200
Net Income/(Loss) Attributable to Common Shareholders	379,000	304,900	1,163,600	982,500
Cash Flows Used for Investments in Plant			177,600	157,600
Assets	24,865,400		24,865,400		22,674,700
Eliminations
Segment Reporting Information [Line Items]
Operating Revenues	(682,500)	(614,100)	(2,088,100)	(1,918,900)
Depreciation and Amortization	1,800	1,100	5,100	3,100
Other Operating Expenses	681,100	613,700	2,081,900	1,918,900
Operating Income/(Loss)	400	700	(1,100)	3,100
Interest Expense	20,000	12,700	46,300	37,000
Other Income, Net	(423,000)	(320,400)	(1,251,500)	(1,046,200)
Net Income/(Loss) Attributable to Common Shareholders	(402,600)	(307,000)	(1,206,300)	(1,006,100)
Cash Flows Used for Investments in Plant			0	0
Assets	(23,804,400)		(23,804,400)		(21,738,600)
Electric Distribution | Operating Segments
Segment Reporting Information [Line Items]
Operating Revenues	2,795,100	2,055,200	7,185,800	5,632,100
Depreciation and Amortization	(256,900)	(179,800)	(806,700)	(534,100)
Other Operating Expenses	(2,261,500)	(1,640,500)	(5,743,200)	(4,531,300)
Operating Income/(Loss)	276,700	234,900	635,900	566,700
Interest Expense	(64,500)	(61,000)	(184,200)	(175,400)
Other Income, Net	59,600	25,400	160,100	76,000
Net Income/(Loss) Attributable to Common Shareholders	225,100	150,400	495,000	365,400
Cash Flows Used for Investments in Plant			823,900	764,900
Assets	26,992,600		26,992,600		25,411,200
Natural Gas Distribution | Operating Segments
Segment Reporting Information [Line Items]
Operating Revenues	225,600	185,500	1,569,400	1,277,800
Depreciation and Amortization	(25,100)	(28,500)	(116,200)	(108,700)
Other Operating Expenses	(226,300)	(176,900)	(1,244,300)	(970,600)
Operating Income/(Loss)	(25,800)	(19,900)	208,900	198,500
Interest Expense	(18,800)	(15,700)	(51,200)	(44,200)
Other Income, Net	11,100	6,700	31,900	15,200
Net Income/(Loss) Attributable to Common Shareholders	(24,600)	(22,000)	147,200	129,600
Cash Flows Used for Investments in Plant			424,500	506,400
Assets	7,692,600		7,692,600		7,215,900
Electric Transmission | Operating Segments
Segment Reporting Information [Line Items]
Operating Revenues	468,800	418,300	1,361,600	1,230,100
Depreciation and Amortization	(85,100)	(75,400)	(250,300)	(223,400)
Other Operating Expenses	(143,700)	(122,400)	(414,300)	(359,600)
Operating Income/(Loss)	240,000	220,500	697,000	647,100
Interest Expense	(36,600)	(33,500)	(107,300)	(98,700)
Other Income, Net	10,100	5,000	28,300	17,300
Net Income/(Loss) Attributable to Common Shareholders	155,800	139,400	455,800	412,400
Cash Flows Used for Investments in Plant			823,300	691,000
Assets	13,225,300		13,225,300		12,377,800
Water Distribution | Operating Segments
Segment Reporting Information [Line Items]
Operating Revenues	65,100	61,800	168,200	161,000
Depreciation and Amortization	(12,700)	(11,500)	(37,500)	(34,300)
Other Operating Expenses	(28,800)	(26,100)	(82,900)	(76,700)
Operating Income/(Loss)	23,600	24,200	47,800	50,000
Interest Expense	(8,700)	(8,000)	(25,200)	(24,000)
Other Income, Net	2,100	1,200	6,400	3,100
Net Income/(Loss) Attributable to Common Shareholders	16,700	$ 17,500	29,400	30,000
Cash Flows Used for Investments in Plant			103,400	$ 91,200
Assets	$ 2,627,900		$ 2,627,900		$ 2,551,100