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):  February 21, 2017 (February 21, 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))

Section 2

Financial Information

Item 2.02

Results of Operations and Financial Conditions.

On February 21, 2017, Eversource Energy issued a news release announcing its unaudited results of operations for the three and twelve month periods ended December 31, 2016, and related financial information for certain of its subsidiaries as of and for the same periods.  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 February 22, 2017, Eversource Energy will webcast a conference call with financial analysts during which senior management will discuss the company’s financial performance through the fourth quarter of 2016. 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
Exhibit 99.1	News Release of Eversource Energy dated February 21, 2017.
Exhibit 99.2	Unaudited Consolidated Statements of Income for the years ended December 31, 2016, 2015 and 2014 and unaudited Consolidated Statements of Income for the three months ended December 31, 2016 and 2015.
Exhibit 99.3	February 22, 2017 presentation slides.

[The remainder of this page left blank intentionally.]

2

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)
February 21, 2017	By: /S/ JAY S. BUTH Jay S. Buth Vice President, Controller and Chief Accounting Officer

3

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99.1	News Release of Eversource Energy dated February 21, 2017.
Exhibit 99.2	Unaudited Consolidated Statements of Income for the years ended December 31, 2016, 2015 and 2014 and unaudited Consolidated Statements of Income for the three months ended December 31, 2016 and 2015.
Exhibit 99.3	February 22, 2017 presentation slides.

EX-99

Exhibit 99.1

Eversource Energy Reports Full Year 2016 Results

(HARTFORD, Conn. and BOSTON, Mass. – February 21, 2017)  Eversource Energy (NYSE: ES) today reported full-year 2016 earnings of $942.3 million, or $2.96 per share, compared with 2015 earnings of $878.5 million, or $2.76 per share.  

In the fourth quarter of 2016, Eversource Energy earned $229.2 million, or $0.72 per share, compared with earnings of $181.8 million, or $0.57 per share, in the fourth quarter of 2015.  

“2016 was a year of continued strong earnings and dividend growth and the emergence of new opportunities for us to be the catalyst for clean energy development in New England,” said Jim Judge, Eversource Energy president and chief executive officer.  “We envision 2017 to be a year during which many opportunities to enhance service and clean energy options for our customers advance, from bringing clean hydroelectric power into the region to enabling solar, energy storage, natural gas expansion, and off-shore wind development.”

2017 and Long-Term Earnings Per Share (EPS) Guidance

Also today, Eversource Energy projected 2017 earnings of between $3.05 per share and $3.20 per share and long-term earnings per share growth through 2020 of between 5 percent and 7 percent, using 2016 earnings of $2.96 per share as the base.  

Electric Transmission

Eversource Energy’s transmission segment earned $370.8 million for the full year of 2016, compared with earnings of $304.5 million for the full year of 2015.  The transmission segment earned $104.2 million in the fourth quarter of 2016, compared with earnings of $79.5 million in the fourth quarter of 2015.  Higher full-year earnings were due primarily to an increased level of investment in Eversource Energy transmission facilities and the absence in 2016 of a charge recorded in 2015 related to reviews by the Federal Energy Regulatory Commission (FERC) of the authorized return on equity (ROE) for the owners of New England’s electric transmission system.  Results in 2016 also benefited from a settlement related to the recovery of $27.5 million of pre-tax merger-related costs through electric transmission rates over one year beginning June 1, 2016.  FERC approved the settlement on January 31, 2017.

Electric Distribution and Generation

Eversource Energy’s electric distribution and generation segment earned $462.8 million for the full year of 2016, compared with $507.1 million for the full year of 2015.  The benefits of higher revenues were more than offset by the absence in 2016 of the benefits from certain positive regulatory items affecting NSTAR Electric in 2015.  In the fourth quarter of 2016, the electric distribution and generation segment earned $81.5 million, compared with earnings of $88.4 million in the fourth quarter of 2015.  The fourth quarter decline was also due in part to the absence in 2016 of positive regulatory items recorded in 2015.

Natural Gas Distribution

Eversource Energy’s natural gas distribution segment earned $77.7 million for the full year of 2016, compared with earnings of $72.4 million for the full year of 2015.  Fourth quarter natural gas segment earnings were $25.8 million in 2016, compared with $14.9 million in 2015.  Improved fourth quarter results in 2016 were driven primarily by colder, more seasonable temperatures in 2016, compared with the record warm weather of December 2015.  Firm natural gas sales rose 22 percent in the fourth quarter of 2016, compared with the same period of 2015.

Eversource Energy parent and other companies

Eversource Energy parent and other companies earned $31 million for the full year of 2016, compared with a net loss of $5.5 million for the full year of 2015.  Improved results were driven largely by lower costs related to integration and a lower effective tax rate.

The following table reconciles 2016 and 2015 fourth quarter and full-year earnings per share:

		Fourth Quarter	Full Year
2015	Reported EPS	$0.57	$2.76
	Higher transmission earnings in 2016	$0.08	$0.20
	Higher retail electric revenues and generation results in 2016	$0.03	$0.05
	Higher firm natural gas sales in 2016	$0.03	---
	Lower effective tax rate in 2016	$0.05	$0.06
	Lower non-tracked O&M in 2016	---	$0.08
	Absence of 2015 Massachusetts regulatory orders	($0.03)	($0.12)
	Higher property tax, depreciation expense in 2016	($0.02)	($0.07)
	Other, including interest expense	$0.01	---
2016	Reported EPS	$0.72	$2.96

Financial results for the fourth quarter and full-year 2016 and 2015 are noted below:

Three months ended:

(in millions, except EPS)	December 31,         2016	December 31,          2015	Increase/ (Decrease)	2016 EPS1
Electric Distribution/Generation	$81.5	$88.4	($6.9)	$0.26
Electric Transmission	$104.2	$79.5	$24.7	$0.33
Natural Gas Distribution	$25.8	$14.9	$10.9	$0.08
Eversource Parent and Other Companies	$17.7	($1.0)	$18.7	$0.05
Reported Earnings	$229.2	$181.8	$47.4	$0.72

Full year ended:

(in millions, except EPS)	December 31,        2016	December 31,         2015	Increase/     (Decrease)	2016 EPS1
Electric Distribution/Generation	$462.8	$507.1	($44.3)	$1.46
Electric Transmission	$370.8	$304.5	$66.3	$1.16
Natural Gas Distribution	$77.7	$72.4	$5.3	$0.24
Eversource Parent and Other Companies	$31.0	($5.5)	$36.5	$0.10
Reported Earnings	$942.3	$878.5	$63.8	$2.96

The fourth quarter earnings of Eversource Energy’s electric utility subsidiaries are noted below in millions, net of preferred dividends:

	2016	2015
CL&P	$76.3	$69.8
NSTAR Electric	$52.4	$59.9
PSNH	$26.2	$22.0
WMECO	$12.0	$14.1

The full-year earnings of Eversource Energy’s electric utility subsidiaries are noted below in millions, net of preferred dividends:

	2016	2015
CL&P	$328.7	$293.8
NSTAR Electric	$290.7	$342.6
PSNH	$132.0	$114.4
WMECO	$58.1	$56.5

Retail sales data:

Three months ended:	December 31, 2016	December 31, 2015	% Change
Electric Distribution (Gwh)
Traditional	6,748	6,673	1.1%
Decoupled	5,928	5,769	2.8%
Total Electric Distribution	12,676	12,442	1.9%
Natural Gas Distribution (mmcf)
Traditional	13,744	11,245	22.2%
Decoupled and Special Contracts	16,191	13,265	22.1%
Total Natural Gas Distribution	29,935	24,510	22.1%

Full year ended:	December 31, 2016	December 31, 2015	% Change
Electric Distribution (Gwh)
Traditional	28,479	28,982	(1.7%)
Decoupled	25,163	25,634	(1.8%)
Total Electric Distribution	53,642	54,616	(1.8%)
Natural Gas Distribution (mmcf)
Traditional	45,314	47,600	(4.8%)
Decoupled and Special Contracts	52,728	55,399	(4.8%)
Total Natural Gas Distribution	98,042	102,999	(4.8%)

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.

CONTACT:

Jeffrey R. Kotkin

(860) 665-5154

Note:  Eversource Energy will webcast a conference call with senior management on February 22, 2017, beginning at 9 a.m. Eastern Time.  The webcast and associated slides can be accessed through Eversource Energy’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 parent 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 fourth quarter and full-year 2016 and 2015 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 Energy’s 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 Energy’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 Energy’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 Energy’s reports filed with the Securities and Exchange Commission (SEC) and updated as necessary, and are available on 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.  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 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.

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EX-99

EXHIBIT 99.2

EVERSOURCE ENERGY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
			For the Three Months Ended December 31,
(Thousands of Dollars, Except Share Information)			2016		2015
Operating Revenues			$	1,776,604	$	1,691,231
Operating Expenses:
	Purchased Power, Fuel and Transmission			498,899		537,098
	Operations and Maintenance			357,965		351,983
	Depreciation			183,685		170,467
	Amortization of Regulatory Assets/(Liabilities), Net			15,473		(20,248)
	Energy Efficiency Programs			127,697		115,141
	Taxes Other Than Income Taxes			154,853		151,354
		Total Operating Expenses		1,338,572		1,305,795
Operating Income				438,032		385,436
Interest Expense				102,393		92,785
Other Income, Net				22,231		10,361
Income Before Income Tax Expense				357,870		303,012
Income Tax Expense				126,811		119,327
Net Income				231,059		183,685
Net Income Attributable to Noncontrolling Interests				1,880		1,880
Net Income Attributable to Common Shareholders			$	229,179	$	181,805
Basic and Diluted Earnings Per Common Share			$	0.72	$	0.57
Weighted Average Common Shares Outstanding:
	Basic			317,510,251		317,459,769
	Diluted			318,282,127		318,543,188

The data contained in this report is preliminary and is unaudited.  This report is being submitted for the sole purpose of providing information to present 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
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
			For the Years Ended December 31,
(Thousands of Dollars, Except Share Information)			2016		2015		2014
Operating Revenues			$	7,639,129	$	7,954,827	$	7,741,856
Operating Expenses:
	Purchased Power, Fuel and Transmission			2,500,828		3,086,905		3,021,550
	Operations and Maintenance			1,323,549		1,329,289		1,427,589
	Depreciation			715,466		665,856		614,657
	Amortization of Regulatory Assets, Net			71,696		22,339		10,704
	Energy Efficiency Programs			533,659		495,701		473,127
	Taxes Other Than Income Taxes			634,072		590,573		561,380
		Total Operating Expenses		5,779,270		6,190,663		6,109,007
Operating Income				1,859,859		1,764,164		1,632,849
Interest Expense				400,961		372,420		362,106
Other Income, Net				45,920		34,227		24,619
Income Before Income Tax Expense				1,504,818		1,425,971		1,295,362
Income Tax Expense				554,997		539,967		468,297
Net Income				949,821		886,004		827,065
Net Income Attributable to Noncontrolling Interests				7,519		7,519		7,519
Net Income Attributable to Common Shareholders			$	942,302	$	878,485	$	819,546
Basic Earnings Per Common Share			$	2.97	$	2.77	$	2.59
Diluted Earnings Per Common Share			$	2.96	$	2.76	$	2.58
Weighted Average Common Shares Outstanding:
	Basic			317,650,180		317,336,881		316,136,748
	Diluted			318,454,239		318,432,687		317,417,414

The data contained in this report is preliminary and is unaudited.  This report is being submitted for the sole purpose of providing information to present 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