8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 27, 2017 (July 27, 2017)

Commission File Number	Registrant; State of Incorporation Address; and Telephone Number	I.R.S. Employer Identification No.
1-5324	EVERSOURCE ENERGY (a Massachusetts voluntary association) 300 Cadwell Drive Springfield, Massachusetts 01104 Telephone:  (800) 286-5000	04-2147929
0-00404	THE CONNECTICUT LIGHT AND POWER COMPANY (a Connecticut corporation) 107 Selden Street Berlin, Connecticut  06037-1616 Telephone:  (800) 286-5000	06-0303850
1-02301	NSTAR ELECTRIC COMPANY (a Massachusetts corporation) 800 Boylston Street Boston, Massachusetts 02199 Telephone:  (800) 286-5000	04-1278810
1-6392	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	02-0181050
0-7624	WESTERN MASSACHUSETTS ELECTRIC COMPANY (a Massachusetts corporation) 300 Cadwell Drive Springfield, Massachusetts 01104 Telephone:  (800) 286-5000	04-1961130

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

	Emerging growth company
Eversource Energy	o
The Connecticut Light and Power Company	o
NSTAR Electric Company	o
Public Service Company of New Hampshire	o
Western Massachusetts Electric Company	o

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.

Eversource Energy	o
The Connecticut Light and Power Company	o
NSTAR Electric Company	o
Public Service Company of New Hampshire	o
Western Massachusetts Electric Company	o

Section 2

Financial Information

Item 2.02

Results of Operations and Financial Conditions.

On July 27, 2017, Eversource Energy issued a news release announcing its unaudited results of operations for the second quarter and first six months ended June 30, 2017 and related financial information for certain of its subsidiaries as of and for the same period.  A copy of the news release and related unaudited financial reports are attached as Exhibits 99.1 and 99.2, and are incorporated herein by reference thereto.  

The information contained in this Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed “filed” with the Securities and Exchange Commission (“SEC”) nor incorporated by reference in any registration statement filed by Eversource Energy or any subsidiary thereof under the Securities Act of 1933, as amended (the “Securities Act”), unless specified otherwise.

Section 7

Regulation FD

Item 7.01

Regulation FD Disclosure.

On July 28, 2017, Eversource Energy will webcast a conference call with financial analysts during which senior management will discuss the company’s financial performance through the second quarter of 2017. The webcast will be accessible from the Investors section of the Eversource Energy website at www.eversource.com.  Attached as Exhibit 99.3 and incorporated herein by reference are the slides to be discussed by Eversource Energy during the conference call.  

The information contained in this Item 7.01, including Exhibit 99.3, shall not be deemed “filed” with the SEC nor incorporated by reference into any registration statement filed by Eversource Energy or any subsidiary thereof under the Securities Act, unless specified otherwise.

Section 9

Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits.

Exhibit Number	Description
99.1	News Release of Eversource Energy dated July 27, 2017.
99.2	Financial Report for the three and six months ended June 30, 2017.
99.3	July 28, 2017 presentation slides.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

	EVERSOURCE ENERGY THE CONNECTICUT LIGHT AND POWER COMPANY NSTAR ELECTRIC COMPANY PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE WESTERN MASSACHUSETTS ELECTRIC COMPANY (Registrants)
July 27, 2017	By: /S/ JAY S. BUTH Jay S. Buth Vice President, Controller          and Chief Accounting Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	News Release of Eversource Energy dated July 27, 2017.
99.2	Financial Report for the three and six months ended June 30, 2017.
99.3	July 28, 2017 presentation slides.

EX-99

Exhibit 99.1

	800 Boylston St., Boston, Massachusetts 02199 56 Prospect St., Hartford, Connecticut 06103-2818
News Release

Eversource Energy Reports Second Quarter 2017 Results

(HARTFORD, Conn. and BOSTON, Mass. – July 27, 2017)  Eversource Energy (NYSE: ES) today reported earnings of $230.7 million, or $0.72 per share, in the second quarter of 2017, compared with earnings of $203.6 million, or $0.64 per share, in the second quarter of 2016.  In the first half of 2017, Eversource Energy earned $490.2 million, or $1.54 per share, compared with earnings of $447.8 million, or $1.41 per share, in the first half of 2016.  

“We experienced a very solid first half of 2017, delivering efficient, effective and reliable service to our 3.7 million customers and continuing to invest in New England’s clean energy future, “ said Jim Judge, Eversource chairman, president and chief executive officer.  “We continue to project 2017 earnings of $3.05 to $3.20 per share, a level that is consistent with our 5-7 percent long-term EPS growth rate.”

Electric Transmission

Eversource Energy’s transmission segment earned $96.4 million in the second quarter of 2017 and $190.6 million in the first half of 2017, compared with earnings of $92.5 million in the second quarter of 2016 and $178.2 million in the first half of 2016.  The improved results were primarily due to an increased level of investment in Eversource Energy’s transmission system, partially offset by a lower level of revenue in 2017 related to annual reconciliations under Eversource’s transmission tariffs.

Electric Distribution and Generation

Eversource Energy’s electric distribution and generation segment earned $121.9 million in the second quarter of 2017 and $236 million in the first half of 2017, compared with earnings of $102.8 million in the second quarter of 2016 and $211.3 million in the first half of 2016.  The improved year-to-date results primarily reflect lower operation and maintenance expense and higher distribution revenues, partially offset by higher depreciation expense.

Natural Gas Distribution

Eversource Energy’s natural gas distribution segment earned $4.5 million in the second quarter of 2017 and $55.3 million in the first half of 2017, compared with earnings of $8 million in the second quarter of 2016 and $58.9 million in the first half of 2016.  Lower second quarter results were due primarily to lower sales due to milder early spring temperatures in 2017, as well as higher depreciation and operation and maintenance expense.

Parent and Other Companies

Eversource Energy parent and other companies earned $7.9 million in the second quarter of 2017 and $8.3 million in the first half of 2017, compared with earnings $0.3 million in the second quarter of 2016 and a net loss of $0.6 million in the first half of 2016.  Improved results were due largely to second-quarter 2017 gains related to Eversource Energy’s long-time investment in a fund holding certain renewable energy facilities.  That investment historically has had little impact on results.

The following table reconciles 2017 and 2016 second quarter and first six months earnings per share:

		Second Quarter	First Six Months
2016	Reported EPS	$0.64	$1.41
	Higher transmission earnings in 2017	0.01	0.04
	Higher retail electric revenues in 2017	0.02	0.04
	Lower natural gas revenues in 2017	(0.01)	--
	Lower non-tracked O&M in 2017	0.04	0.04
	Higher property tax, depreciation, and interest expense in 2017	(0.02)	(0.04)
	All other, net, including higher Other Income	0.04	0.05
2017	Reported EPS	$0.72	$1.54

Financial results for the second quarter and first half of 2017 and 2016 are noted below:

Three months ended: (in millions, except EPS)	June 30, 2017	June 30, 2016	Increase/ (Decrease)	2017 EPS1
Electric Distribution/Generation	$121.9	$102.8	$19.1	$0.38
Natural Gas Distribution	4.5	8.0	(3.5)	0.01
Electric Transmission	96.4	92.5	3.9	0.30
Eversource Parent and Other Companies	7.9	0.3	7.6	0.03
Reported Earnings	$230.7	$203.6	$27.1	$0.72

Six months ended: (in millions, except EPS)	June 30, 2017	June 30, 2016	Increase/ (Decrease)	2017 EPS1
Electric Distribution/Generation	$236.0	$211.3	$24.7	$0.74
Natural Gas Distribution	55.3	58.9	(3.6)	0.17
Electric Transmission	190.6	178.2	12.4	0.60
Eversource Parent and Other Companies	8.3	(0.6)	8.9	0.03
Reported Earnings	$490.2	$447.8	$42.4	$1.54

Retail sales data:

Three months ended:	June 30, 2017	June 30, 2016	% Change
Electric Distribution (Gwh)
Traditional	6,524	6,605	(1.2%)
Decoupled	5,640	5,798	(2.7%)
Total Electric Distribution	12,164	12,403	(1.9%)
Natural Gas Distribution (mmcf)
Traditional	7,778	8,315	(6.5%)
Decoupled and Special Contracts	9,238	9,521	(3.0%)
Total Natural Gas Distribution	17,016	17,836	(4.6%)

Six months ended:	June 30, 2017	June 30, 2016	% Change
Electric Distribution (Gwh)
Traditional	13,495	13,601	(0.8%)
Decoupled	11,840	12,022	(1.5%)
Total Electric Distribution	25,335	25,623	(1.1%)
Natural Gas Distribution (mmcf)
Traditional	26,683	26,300	1.5%
Decoupled and Special Contracts	31,479	30,884	1.9%
Total Natural Gas Distribution	58,162	57,184	1.7%

Eversource Energy has approximately 317 million common shares outstanding.  It operates New England’s largest energy delivery system, serving approximately 3.7 million customers in Connecticut, Massachusetts and New Hampshire.  Eversource is recognized as the top U.S. utility for its energy efficiency programs by the sustainability advocacy organization Ceres.

CONTACT:

Jeffrey R. Kotkin

(860) 665-5154

Note:  Eversource Energy will webcast a conference call with senior management on July 28, 2017, beginning at 9 a.m. Eastern Time.  The webcast and associated slides can be accessed through Eversource’s website at www.eversource.com.

¹ All per share amounts in this news release are reported on a diluted basis.  The only common equity securities that are publicly traded are common shares of Eversource Energy.  The earnings and EPS of each business do not represent a direct legal interest in the assets and liabilities allocated to such business, but rather represent a direct interest in Eversource Energy's assets and liabilities as a whole.  EPS by business is a non-GAAP (not determined using generally accepted accounting principles) measure that is calculated by dividing the net income or loss attributable to controlling interests of each business by the weighted average diluted Eversource Energy common shares outstanding for the period.  Management uses this non-GAAP financial measure to evaluate earnings results, provide details of earnings results by business, and more fully compare and explain our second quarter and first half 2017 and 2016 results.  Management believes that this measurement is useful to investors to evaluate the actual and projected financial performance and contribution of Eversource Energy’s businesses.  Non-GAAP financial measures should not be considered as alternatives to Eversource consolidated net income attributable to controlling interests or EPS determined in accordance with GAAP as indicators of Eversource Energy’s operating performance.

This news release includes statements concerning Eversource Energy’s 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.  In some cases, readers can identify these 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 the forward-looking statements.  Factors that may cause actual results to differ materially from those included in the forward-looking statements include, but are not limited to, cyber breaches, acts of war or terrorism, or grid disturbances;  actions or inaction of local, state and federal regulatory, public policy and taxing bodies; changes in business conditions, which could include disruptive technology related to Eversource’s current or future business model; changes in economic conditions, including impact on interest rates, tax policies, and customer demand and payment ability; fluctuations in weather patterns; changes in laws, regulations or regulatory policy; changes in levels or timing of capital expenditures; disruptions in the capital markets or other events that make Eversource’s access to necessary capital more difficult or costly; developments in legal or public policy doctrines; technological developments; changes in accounting standards and financial reporting regulations; actions of rating agencies; and other presently unknown or unforeseen factors.  

Other risk factors are detailed in Eversource’s reports filed with the Securities and Exchange Commission (SEC) and updated as necessary, and are available on Eversource Energy’s website at www.eversource.com and the SEC’s website at www.sec.gov.  All such factors are difficult to predict and contain uncertainties that may materially affect Eversource Energy’s actual results many of which are beyond our control.  You should not place undue reliance on the forward-looking statements; each speaks only as of the date on which such statement is made, and, except as required by federal securities laws, Eversource Energy undertakes 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.

###

EX-99

Exhibit 99.2

EVERSOURCE ENERGY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Thousands of Dollars)	As of June 30, 2017			As of December 31, 2016
ASSETS
Current Assets:
Cash and Cash Equivalents	$	24,638		$	30,251
Receivables, Net	833,945			847,301
Unbilled Revenues	158,183			168,490
Fuel, Materials, Supplies and Inventory	286,296			328,721
Regulatory Assets	870,393			887,625
Prepayments and Other Current Assets	157,359			215,284
Total Current Assets	2,330,814			2,477,672
Property, Plant and Equipment, Net	22,071,496			21,350,510
Deferred Debits and Other Assets:
Regulatory Assets	3,580,981			3,638,688
Goodwill	3,519,401			3,519,401
Marketable Securities	565,460			544,642
Other Long-Term Assets	590,688			522,260
Total Deferred Debits and Other Assets	8,256,530			8,224,991
Total Assets	$	32,658,840		$	32,053,173
LIABILITIES AND CAPITALIZATION
Current Liabilities:
Notes Payable	$	937,500		$	1,148,500
Long-Term Debt – Current Portion	1,483,883			773,883
Accounts Payable	587,174			884,521
Regulatory Liabilities	185,930			146,787
Other Current Liabilities	591,222			684,914
Total Current Liabilities	3,785,709			3,638,605
Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes	5,900,052			5,607,207
Regulatory Liabilities	696,740			702,255
Derivative Liabilities	402,138			413,676
Accrued Pension and SERP	1,073,510			1,141,514
Other Long-Term Liabilities	860,579			853,260
Total Deferred Credits and Other Liabilities	8,933,019			8,717,912
Capitalization:
Long-Term Debt	8,899,021			8,829,354
Noncontrolling Interest - Preferred Stock of Subsidiaries	155,568			155,568
Equity:
Common Shareholders' Equity:
Common Shares	1,669,392			1,669,392
Capital Surplus, Paid In	6,232,501			6,250,224
Retained Earnings	3,364,336			3,175,171
Accumulated Other Comprehensive Loss	(62,935		)	(65,282		)
Treasury Stock	(317,771		)	(317,771		)
Common Shareholders' Equity	10,885,523			10,711,734
Total Capitalization	19,940,112			19,696,656
Total Liabilities and Capitalization	$	32,658,840		$	32,053,173

The data contained in this report is preliminary and is unaudited.  This report is being submitted for the sole purpose of providing information to shareholders about Eversource Energy and Subsidiaries and is not a representation, prospectus, or intended for use in connection with any purchase or sale of securities.

EVERSOURCE ENERGY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
(Thousands of Dollars, Except Share Information)	2017			2016			2017		2016
Operating Revenues	$	1,762,811		$	1,767,184		$	3,867,946	$	3,822,819
Operating Expenses:
Purchased Power, Fuel and Transmission	549,704			581,260			1,303,353		1,336,119
Operations and Maintenance	302,714			320,714			632,979		640,850
Depreciation	189,881			176,507			376,686		350,492
Amortization of Regulatory (Liabilities)/Assets, Net	(7,807		)	(8,716		)	16,210		12,281
Energy Efficiency Programs	116,398			119,667			262,556		256,842
Taxes Other Than Income Taxes	156,234			154,330			311,455		314,277
Total Operating Expenses	1,307,124			1,343,762			2,903,239		2,910,861
Operating Income	455,687			423,422			964,707		911,958
Interest Expense	107,329			100,492			210,758		198,703
Other Income, Net	21,543			8,038			35,120		10,049
Income Before Income Tax Expense	369,901			330,968			789,069		723,304
Income Tax Expense	137,272			125,439			295,103		271,742
Net Income	232,629			205,529			493,966		451,562
Net Income Attributable to Noncontrolling Interests	1,880			1,880			3,759		3,759
Net Income Attributable to Common Shareholders	$	230,749		$	203,649		$	490,207	$	447,803
Basic and Diluted Earnings Per Common Share	$	0.72		$	0.64		$	1.54	$	1.41
Dividends Declared Per Common Share	$	0.48		$	0.45		$	0.95	$	0.89
Weighted Average Common Shares Outstanding:
Basic	317,391,365			317,785,495			317,427,258		317,651,319
Diluted	317,947,194			318,476,699			318,035,864		318,478,876

The data contained in this report is preliminary and is unaudited.  This report is being submitted for the sole purpose of providing information to shareholders about Eversource Energy and Subsidiaries and is not a representation, prospectus, or intended for use in connection with any purchase or sale of securities.

EVERSOURCE ENERGY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months Ended June 30,
(Thousands of Dollars)	2017			2016
Operating Activities:
Net Income	$	493,966		$	451,562
Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
Depreciation	376,686			350,492
Deferred Income Taxes	269,505			250,851
Pension, SERP and PBOP Expense, Net	11,242			22,659
Pension and PBOP Contributions	(91,400		)	(65,929		)
Regulatory Over/(Under) Recoveries, Net	74,224			(5,768		)
Amortization of Regulatory Assets, Net	16,210			12,281
Other	(94,666		)	(10,808		)
Changes in Current Assets and Liabilities:
Receivables and Unbilled Revenues, Net	3,908			(76,751		)
Fuel, Materials, Supplies and Inventory	42,425			43,930
Taxes Receivable/Accrued, Net	23,980			230,075
Accounts Payable	(168,221		)	(151,996		)
Other Current Assets and Liabilities, Net	(49,889		)	(72,160		)
Net Cash Flows Provided by Operating Activities	907,970			978,438
Investing Activities:
Investments in Property, Plant and Equipment	(1,146,952		)	(869,168		)
Proceeds from Sales of Marketable Securities	373,853			327,581
Purchases of Marketable Securities	(394,379		)	(322,244		)
Other Investing Activities	(11,050		)	(2,991		)
Net Cash Flows Used in Investing Activities	(1,178,528		)	(866,822		)
Financing Activities:
Cash Dividends on Common Shares	(301,042		)	(282,314		)
Cash Dividends on Preferred Stock	(3,759		)	(3,759		)
Decrease in Notes Payable	(211,000		)	(393,953		)
Issuance of Long-Term Debt	950,000			800,000
Retirements of Long-Term Debt	(150,000		)	(200,000		)
Other Financing Activities	(19,254		)	(16,811		)
Net Cash Flows Provided by/(Used in) Financing Activities	264,945			(96,837		)
Net (Decrease)/Increase in Cash and Cash Equivalents	(5,613		)	14,779
Cash and Cash Equivalents - Beginning of Period	30,251			23,947
Cash and Cash Equivalents - End of Period	$	24,638		$	38,726

The data contained in this report is preliminary and is unaudited.  This report is being submitted for the sole purpose of providing information to shareholders about Eversource Energy and Subsidiaries and is not a representation, prospectus, or intended for use in connection with any purchase or sale of securities.

EX-99