See accompanying notes to financial statements.
3
Northeast Utilities Service Company 401k Plan
Notes to Financial Statements (continued)
1.
Plan Description
The following is a general description of the Northeast Utilities Service Company 401k Plan (the Plan). Participants should refer to the Plan document for a more complete description.
General
Northeast Utilities Service Company (NUSCO), on its behalf and that of other participating subsidiaries of Northeast Utilities (NU) (together, the Company), established the Plan on January 1, 1985, to provide a convenient method for Company employees to save for their retirement on a regular and long-term basis. As of December 31, 2013, all operating companies of NU and NUSCO were participating companies of the Plan. Effective January 1, 2012, the Plan was amended and restated (see note 8). Effective December 31, 2013, all assets and liabilities of the NSTAR Savings Plan were transferred into the Plan. Effective January 1, 2014, the NSTAR Savings Plan merged with the Plan.
The Plan is a defined contribution plan subject to the rules and regulations of the Employee Retirement Income Security Act of 1974 (ERISA) that consists of two components: a profit-sharing plan qualified under Section 401(a) of the Internal Revenue Code (IRC) with a cash or deferred arrangement under Section 401(k) of the IRC, and an Employee Stock Ownership Plan (ESOP) within the meaning of Section 4975(e)(7) of the IRC designed to invest primarily in NU common shares and intended to qualify under Section 401(a) of the IRC as a stock bonus plan. The participants have the option of receiving distributions upon retirement or termination of employment in the form of cash, in-kind rollovers for Fidelity mutual funds, NU common shares, to the extent so invested, and may roll over all or a portion of their Plan balances into an individual retirement account (IRA) or other accepting employer qualified plan and may receive distributions in cash through in-service withdrawals of certain amounts.
The Plan is administered by the Senior Vice President Human Resources of the Company (the Administrator), who is empowered to decide questions of eligibility and make other interpretations under the Plan at their discretion. The fiduciaries with respect to the Plan are NUSCO, the Plan Sponsor, the Administrator, the NUSCO Investment Management Committee, and the Plan Trustee, as defined below. The Company is responsible for determining who has the power to amend and terminate the Plan and certain other duties. The NUSCO Investment Management Committee is responsible for establishing and implementing Plan investment policies. The Investment Management Committee selects investment fund options available to participants under the Plan, and monitors the performance and operations of Plan investment managers and the Plan Trustee.
4
Northeast Utilities Service Company 401k Plan
Notes to Financial Statements (continued)
1.
Plan Description (continued)
General (continued)
Plan investment assets are held in a trust by Fidelity Management Trust Company (Fidelity), the Plan Trustee. Plan records are maintained by an affiliate, Fidelity Investments Institutional Operations Company, Inc., the Plan record keeper. The Trustee retains the Plan assets and makes distributions as instructed by the Administrator or its designee. The Investment Management Committee is responsible for appointing and removing the Plan Trustee.
Under the Plan, employees may authorize payroll deductions for contributions to the Plan for which a matching contribution is provided in NU common shares and cash (see Contributions, beginning on page 7). The allocation of NU common shares to the ESOP portion of a participants account are made from NU treasury shares.
Investment options available as of December 31, 2013, were as follows:
1.
NU Common Shares Fund
2.
Stable Value (Fixed Income Fund)
3.
Fidelity Growth Company K Fund
4.
Fidelity Spartan 500 Index Fund Institutional
5.
Fidelity Low-Priced Stock K Fund
6.
Fidelity Freedom K Income Fund
7.
Fidelity Freedom K 2000 Fund
8.
Fidelity Freedom K 2010 Fund
9.
Fidelity Freedom K 2020 Fund
10.
Fidelity Freedom K 2030 Fund
11.
Fidelity Freedom K 2040 Fund
12.
Fidelity Freedom K 2050 Fund
13.
Fidelity International Discovery K Fund
14.
A self-directed Brokerage Link account
15.
Frank Russell Small Cap Fund
16.
Morgan Stanley Emerging Markets Portfolio I
17.
Morgan Stanley Institutional Small Company Growth Portfolio Class I
18.
Lord Abbett Developing Growth Fund I
19.
Intermediate Bond Fund
20.
Vanguard Windsor II Fund Admiral Shares
5
Northeast Utilities Service Company 401k Plan
Notes to Financial Statements (continued)
1.
Plan Description (continued)
ESOP Trust
On March 9, 1992, the Plan was amended to provide for the addition of an ESOP trust and for a new benefit using ESOP shares. The Plan acquired approximately 10.8 million NU common shares from NU. Two-thirds of the employer matching contributions are allocated to participant accounts in ESOP shares in lieu of employer matching contributions in cash. All shares acquired have been allocated. The two-thirds of the employer matching contribution within the ESOP match is now funded by NU treasury shares. Before 2007, unless at least 55 years of age with at least 5 years of Plan service, participants could not direct the reinvestment of these shares except as required to meet IRC requirements or for purposes of an in-service withdrawal. As of January 1, 2007, in place of the age 55 years and 5 years of Plan service requirements, participants with at least 3 years of vested service (regardless of age) may direct the reinvestment of ESOP shares to other Plan investments.
Effective November 25, 2013, the Plan was amended to transfer all assets held in the ESOP Fund at its net asset value into the NU Common Shares Fund and to redirect all participant contributions directed to the ESOP Fund to the NU Common Shares Fund. The amendment did not include the NUSCO Tax Reduction Act Employee Stock Ownership Plan (TRAESOP) and the NUSCO Payroll-Based Employee Stock Ownership Plan (PAYSOP).
TRAESOP/PAYSOP
On March 9, 1992, the Plan was amended to provide for the merger into the Plan of the TRAESOP and the PAYSOP, which were two ESOPs for which the applicable tax credits had expired. Participants accounts under the TRAESOP and PAYSOP are maintained as separate participant accounts under the Plan.
Dividends
Participants who have holdings in the NU Common Shares, ESOP, and TREASOP/PAYSOP funds in their Plan account can elect to receive dividends paid by these funds on NU Common Shares in cash or continue to have them reinvested automatically in the Plan by allocation of NU common shares of equal value. If a participant holds more than one of the three NU share funds, the dividend distribution election applies to all. If no active election is made, dividends will continue to be reinvested.
6
Northeast Utilities Service Company 401k Plan
Notes to Financial Statements (continued)
1.
Plan Description (continued)
Contributions
Employee and Matching Contributions
:
Under the Plan, active participants may contribute up to 25 percent of annual pre-tax compensation, as defined in the Plan document. In addition, the participant may elect to make after-tax contributions to the Plan which, when combined with pre-tax contributions, may not exceed 25 percent of pre-tax compensation. Pre-tax and after-tax contributions are subject to certain limitations. Beginning in 2006, non-bargaining and certain bargaining unit employees are able to make Roth 401(k) after-tax contributions to the Plan. Also beginning in 2006, non-bargaining unit employees hired after December 31, 2005, and certain bargaining unit employees, who have not enrolled in the Plan or who have not elected a zero contribution rate within 60 days from their date of hire, automatically are enrolled in the Plan at a contribution rate of three percent of pre-tax eligible earnings, subject to their modification at any time. Beginning in 2010, the Plan was amended to allow Roth 401(k) in-plan conversions. By making a Roth 401(k) in-plan conversion, participants can convert any of their 401k Plan account balance eligible for a current distribution to the Plans Roth 401(k) source account. The amount converted will be subject to income taxation in the year of the conversion.
All pre-tax and after-tax contributions are invested by the Trustee, as directed by each participant in the investment options of the Plan, in one or more investment funds, including the NU Common Shares Fund. The Company matches 100 percent of the first three percent of a participants plan compensation contributed on a pre-tax (or Roth 401(k)) basis for each non-bargaining and bargaining unit employee, as applicable, with at least six months of service while employees with less than six months of service receive no company match. The Companys match is comprised of one-third cash and two-thirds NU Common Shares. For 2013 and 2012, the maximum pre-tax/Roth 401(k) combined employee contribution is the lesser of $17,500 or 25 percent and $17,000 or 25 percent, respectively, of a participants pre-tax compensation. For individuals who are age 50 or older during the 2013 and 2012 calendar year who have made the maximum allowable contribution, a catch-up contribution of an additional $5,500 is permitted.
7
Northeast Utilities Service Company 401k Plan
Notes to Financial Statements (continued)
1.
Plan Description (continued)
Contributions (continued)
K-Vantage Contributions
: Effective on January 1, 2006, the Plan was amended and restated to provide an enhanced defined contribution feature (referred to as K-Vantage), for non-bargaining unit employees hired (and certain rehired employees) after December 31, 2005 and certain bargaining unit employees effective January 1, 2007 or later dates, as subject to applicable bargaining agreements. Employees hired before January 1, 2006 who elected to participate in K-Vantage instead of continuing active participation in the NUSCO Retirement Plan became eligible for K-Vantage contributions on January 1, 2007. The same election was provided to bargaining unit employees under the terms of applicable bargaining agreements.
The K-Vantage contribution to the Plan, made on a payroll basis, is age and service based and is the amount of the participants applicable Plan compensation, as defined by the Plan agreement, multiplied by the applicable percentage, according to the following formula:
|
|
Sum of Age and Service Years
|
Company Contribution
|
Less than 40 years
|
2.5% of Plan compensation
|
40 years or more but less than 60 years
|
4.5% of Plan compensation
|
60 years or more
|
6.5% of Plan compensation
|
Vesting
A participant is fully vested in his or her own contributions immediately upon making the contribution. Participants are also immediately vested in employer matching contributions plus actual earnings thereon.
Participants who are eligible for K-Vantage vest in K-Vantage contributions plus actual earnings thereon after 3 years of service. Upon a termination of the Plan, death or disability of the participant, or upon the complete discontinuance of K-Vantage contributions under the Plan, all affected participants will become vested in these contributions in their accounts.
Forfeitures
As of December 31, 2013 and 2012, investments in the fixed income option include $362,211 and $49,670, respectively, of forfeitures that may be used to offset future Company contributions to the Plan. These forfeitures resulted from participants who left the Plan prior to being vested in the new K-Vantage feature (see Vesting above for further detail). During 2013 and 2012, the Company used $223,090 and $149,232, respectively, of forfeitures to offset Company contributions to the Plan.
8
Northeast Utilities Service Company 401k Plan
Notes to Financial Statements (continued)
1.
Plan Description (continued)
Benefits
Following termination or retirement, the participant has several options: participants may defer receipt of any balances in their account up to the time they attain age 70½ if their account balance is greater than $1,000; they can initiate a direct rollover of all or a portion of their account in the Plan to another qualified plan or IRA; or they can request a lump sum disbursement. Participants who have terminated employment may also take partial distributions. In-service withdrawals and loans are permitted if certain criteria are met.
Participant Accounts
Individual accounts are maintained for each of the Plan participants to reflect each participants share of the Companys contribution, the participants contribution and the Plans income according to the participants investment of his or her own account. Allocations of income are determined at the participant account level.
Notes Receivable from Participants
Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. No allowances for credit losses have been recorded as of December 31, 2013 and 2012. If a participant ceases to make loan repayments and the plan administrator deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded.
Subject to certain limitations, participants may apply for loans from their non-ESOP/non K-Vantage account balances. Interest on the loan is set at the prime rate plus one percent at the time of borrowing, and the loans are secured by the balance in the participants account. Loans are to be repaid within one to five years (for a general loan) or up to 15 years (for a primary residence loan).
9
Northeast Utilities Service Company 401k Plan
Notes to Financial Statements (continued)
1.
Plan Description (continued)
Termination Provision
Although the Company intends to continue the Plan and its contributions to the trust, NUSCO may terminate the Plan and each other participating company may terminate its participation in the Plan for any reason, in whole or in part, by action of its Board of Directors. Upon termination of the Plan or complete discontinuance of contributions hereunder, all affected participants shall become vested in their accounts. In addition, the Plan recordkeeper shall make a final allocation of Company matching contributions, employer ESOP contributions and net earnings/(losses) to the participants after payments of all outstanding claims against the Plan have been made. Thereafter, the participants shall receive a lump sum payment no later than 60 days after the later of: (1) termination of the Plan or (2) receipt of an IRS determination letter stating that such termination does not adversely affect the qualified status of the Plan.
2.
Summary of Significant Accounting Policies
The financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (GAAP), and is in accordance with the rules and regulations of ERISA. The following is a summary of the significant accounting policies used:
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and short-term cash investments that are highly liquid in nature and have original maturities of three months or less.
Plan Estimates
The preparation of financial statements in conformity with GAAP requires Plan management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of changes in net assets during the reporting period. Actual results could differ from those estimates.
10
Northeast Utilities Service Company 401k Plan
Notes to Financial Statements (continued)
2.
Summary of Significant Accounting Policies (continued)
Investments
Plan investments are stated at fair value. The fair value of NU common shares, investments at registered investment companies, and certain assets in the self-directed Brokerage Link account are based on the closing prices reported on active markets. Investments in the NU Common Shares Fund are stated at estimated fair values, which have been determined based on unit values. Unit values are determined by dividing the funds net assets at fair value by its units outstanding at the valuation dates. The unit values of the NU Common Shares Fund were $66.38 and $61.31 as of December 31, 2013 and 2012, respectively. The fair value of the wrapper contract for the Synthetic Guaranteed Investment Contract (Synthetic GIC) is based on estimated replacement cost.
The contract with The Prudential Insurance Company of America is presented in accordance with the Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) 962,
Plan Accounting Defined Contribution Pension Plans
(ASC 962), which discusses the accounting treatment for fully benefit-responsive investment contracts. As described in ASC 962, investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. As required by ASC 962, the accompanying statements of net assets available for benefits present the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value.
11
Northeast Utilities Service Company 401k Plan
Notes to Financial Statements (continued)
2.
Summary of Significant Accounting Policies (continued)
Investments (continued)
The accompanying statements of changes in net assets available for benefits present the net appreciation in the fair value of investments, which consists of the realized gains and losses and the unrealized appreciation and depreciation on those investments. Dividend income is recorded on the ex-dividend date and interest income is recorded as earned. Purchases and sales of securities are recorded as of the trade date.
The Plan has investment options for participants, which invest in various securities including registered investment companies, United States government securities, corporate debt instruments, and corporate stocks, including NU common shares. Investment securities, in general, are exposed to various risks, such as interest rate risk, credit risk, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.
Fair Value of Financial Instruments
The Plan applies FASB ASC 820,
Fair Value Measurement and Disclosures
(ASC 820), for all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. ASC 820 defines fair value, establishes a fair value hierarchy, and expands disclosures about fair value measurements.
ASC 820 defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability.
Effective on April 30, 1996, the Plan replaced the group annuity contracts that had constituted the fixed income fund with a managed synthetic investment contract, or "wrapper" contract. This contract (issued by Aetna Life Insurance Company; contract MCA-14593 in 1996, transferred on April 1, 2002 to State Street Bank and Trust Company; contract 102014, and transferred on November 15, 2011 to The Prudential Insurance Company of America; contract GA-62427) is comprised of a mixture of government and non-government bonds, managed to the Barclays Capital Intermediate Government Credit Index, which are placed in a trust (with ownership by the Plan) rather than a separate account of the issuer. The wrapper is fully benefit-responsive and provides that participants must execute plan transactions at contract value, and insures the underlying assets at contract value.
12
Northeast Utilities Service Company 401k Plan
Notes to Financial Statements (continued)
2.
Summary of Significant Accounting Policies (continued)
Fair Value of Financial Instruments (continued)
As of December 31, 2013 and 2012, the wrapper contract had a fair value of $4.6 million and $4.7 million, respectively. The fair value of the underlying assets as of December 31, 2013 and 2012 were $644.9 million and $673.5 million, respectively. There are no reserves against contract value for credit risk of the contract issuance or otherwise. These assets are managed by PIMCO and Jennison Associates and had a contract value as of December 31, 2013 and 2012 of $619.5 million and $609.9 million, respectively.
The fixed income fund produced an average yield and crediting interest rate of 3.50 and 4.00 percent for the years ended December 31, 2013 and 2012, respectively. The crediting interest rate is determined semi-annually by The Prudential Insurance Company of America for the years ended December 31, 2013 and 2012, based on current market yields at the time the rate is determined, adjusted for previous gains or losses of the fund. Management believes that the occurrence of events that would cause the Plan to transact at less than contract value are not probable. The Prudential Insurance Company of America may not terminate the contract at any amount less than contract value.
The fair value and contract value of the underlying assets, as presented above, does not include the receivable from investment contract held by insurance company of $53 million relating to the transfer of assets from the NSTAR Savings Plan. This receivable was settled and allocated to the underlying assets subsequent to year end.
3.
Investments
The fair value of individual investments representing five percent or more of the Plans net assets available for benefits as of December 31, 2013 and 2012, were as follows:
|
|
|
|
|
(Thousands of Dollars)
|
2013
|
|
2012
|
The Prudential Insurance Company of America Contract; GA-62427
|
$ 644,938
|
|
$ 673,457
|
NU Common Shares Fund
|
621,497
|
|
*
|
ESOP Allocated NU Common Shares
|
*
|
|
184,185
|
Fidelity Growth Company K Fund
|
225,024
|
|
121,946
|
Fidelity Spartan 500 Index Fund Institutional
|
212,191
|
|
*
|
Fidelity Freedom K 2020 Fund
|
146,283
|
|
84,153
|
*Amount is less than 5% of the Plans net assets available for benefits.
13
Northeast Utilities Service Company 401k Plan
Notes to Financial Statements (continued)
3.
Investments (continued)
For the years ended December 31, 2013 and 2012, the Plans investments, including investments bought, sold as well as held during the year, appreciated (depreciated) in fair value as follows:
|
|
|
|
|
(Thousands of Dollars)
|
2013
|
2012
|
ESOP Allocated NU Common Shares
|
$
(160,295)
|
$
8,191
|
NU Common Shares Fund
|
170,205
|
2,922
|
Brokerage Link
|
4,475
|
1,284
|
Registered Investment Companies
|
124,418
|
59,330
|
Intermediate Bond Fund
|
(1,901)
|
5,212
|
|
$
136,902
|
$
76,939
|
4.
Fair Value Measurements
The Plan discloses fair value measurements pursuant to a framework for measuring fair value in accordance with GAAP. The Plan follows a fair value hierarchy that prioritizes the inputs used to determine fair value and requires the Plan to classify assets and liabilities carried at fair value based on the observability of these inputs. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of the fair value hierarchy are:
Level 1 - Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.
Level 2 - Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - Inputs are generally unobservable and typically reflect managements estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based valuation techniques that include option pricing models, discounted cash flow models, and similar techniques.
14
Northeast Utilities Service Company 401k Plan
Notes to Financial Statements (continued)
4.
Fair Value Measurements (continued)
The following tables summarize the fair values and levels within the fair value hierarchy as of December 31: