COMMON SHAREHOLDERS' EQUITY AND NONCONTROLLING INTERESTS

6 Months Ended

Jun. 30, 2019

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 June 30, 2019 and December 31, 2018	Issued as of
	Par Value		Authorized as of June 30, 2019 and December 31, 2018	June 30, 2019	December 31, 2018
Eversource	$	5	380,000,000	339,858,402	333,878,402
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 Issuance and Forward Sale Agreement: On June 4, 2019, Eversource completed an equity offering of 17,940,000 common shares, consisting of 5,980,000 common shares issued directly by the Company and 11,960,000 common shares issuable pursuant to a forward sale agreement with an investment bank. The issuance of 5,980,000 common shares resulted in proceeds of $426.9 million, net of issuance costs, and was reflected in shareholders’ equity and as a financing activity on the statement of cash flows.

Under the forward sale agreement, a total of 11,960,000 common shares were borrowed from third parties and sold to the underwriters. The forward sale agreement allows Eversource, at its election and prior to May 29, 2020, to physically settle the forward sale agreement by issuing common shares in exchange for net proceeds at the then-applicable forward sale price specified by the agreement (initially, $71.48 per share) or, alternatively, to settle the forward sale agreement in whole or in part through the delivery or receipt of shares or cash. The forward sale price is subject to adjustment daily based on a floating interest rate factor and will decrease in respect of certain fixed amounts specified in the agreement, such as dividends.

Eversource’s intent is to physically settle the forward sale agreement by issuing common shares. As of June 30, 2019, if Eversource had elected to net settle the forward sale agreement, Eversource would have been required to pay $50.2 million under a cash settlement or would have been required to deliver 662,694 common shares under a net share settlement.

Issuances of shares under the forward sale agreement are classified as equity transactions. Accordingly, no amounts relating to the forward sale agreement have or will be recorded in the financial statements until settlements take place. Prior to any settlements, the only impact to the financial statements is the inclusion of incremental shares within the calculation of diluted EPS using the treasury stock method. See Note 15, "Earnings Per Share," for information on the forward sale agreement’s impact on the calculation of diluted EPS.

Treasury Shares: As of June 30, 2019 and December 31, 2018, there were 16,283,963 and 16,992,594 Eversource common shares held as treasury shares, respectively. As of June 30, 2019 and December 31, 2018, Eversource common shares outstanding were 323,574,439 and 316,885,808, respectively.

Beginning in 2019, Eversource began issuing treasury shares to satisfy awards under the Company's incentive plans, shares issued under the dividend reinvestment plan, and matching contributions under the Eversource 401k Plan.

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 June 30, 2019 and 2018 and $3.8 million for each of the six months ended June 30, 2019 and 2018. 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 June 30, 2019 and December 31, 2018. 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.