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): January 12, 2018 (January 10, 2018)

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 number: (800) 286-5000	04-2147929
1-6392	PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE (a New Hampshire corporation) Energy Park 780 North Commercial Street Manchester, New Hampshire 03101-1134 Telephone number: (800) 286-5000	02-0181050

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
Public Service Company of New Hampshire	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
Public Service Company of New Hampshire	o

Section 2 – Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets.

On January 10, 2018, Public Service Company of New Hampshire (“PSNH”), a subsidiary of Eversource Energy (“Eversource”), closed its previously announced agreement to sell its thermal generating assets pursuant to the terms of a Purchase and Sale Agreement (the “Thermal Agreement”), dated as of October 11, 2017, with Granite Shore Power LLC.  The thermal generating assets included approximately 1,100 MW of primarily fossil fueled electricity generation plants, including PSNH’s 50 MW wood-burning Northern Wood Power Project at its Schiller Station in Portsmouth, New Hampshire. The original Purchase Price of $175 million was adjusted to reflect working capital adjustments, closing date adjustments and proration of taxes and fees prior to closing totaling approximately $40.9 million, resulting in net proceeds of approximately $134.1 million.

PSNH sold its thermal generating assets pursuant to the 2015 Public Service Company of New Hampshire Restructuring and Rate Stabilization Agreement (the “Settlement Agreement”).  The terms of the Settlement Agreement required, among other things, the divestiture of all of PSNH’s generating assets and the recovery of related stranded costs,which will be financed using long-term low-cost securitization bonds.  The Settlement Agreement was previously filed as Exhibit 99.1 to the Current Report on Form 8-K filed by Eversource and PSNH on June 11, 2015.   The Settlement Agreement was subsequently amended by the Amendment to the 2015 Public Service Company of New Hampshire Restructuring and Rate Stabilization Agreement, dated January 26, 2016, incorporated by reference to Exhibit 10.1.1 to the Combined Annual Report on Form 10-K filed by Eversource and PSNH with the Commission on February 26, 2016.

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure.

On January 10, 2018, Eversource and PSNH issued a press release announcing the closing of the sale of PSNH’s thermal generating assets. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8K and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01  Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The unaudited condensed consolidated financial statements of PSNH attached as Exhibit 99.2 reflect the pro forma impact of the sale of the Thermal Generation Assets described above. The unaudited pro forma balance sheet as of September 30, 2017 depicts the impact of the sale of the Thermal Generation Assets as if it had occurred on September 30, 2017. The unaudited pro forma statements of income for the nine months ended September 30, 2017 and for

2
 

the year ended December 31, 2016 depict the pro forma impact of the sale of the Thermal Generation Assets as if the transaction had occurred on January 1, 2016. The unaudited pro forma financial statements have been prepared for comparative purposes only and do not purport to be indicative of future results of operations or financial condition.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release of Eversource and PSNH announcing the closing of the sale of PSNH’s thermal generating assets effective January 10, 2018.
99.2	Unaudited Pro Forma Condensed Consolidated Financial Statements.

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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 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE (Registrants)
January 12, 2018	By: /S/ JAY S. BUTH Jay S. Buth Vice President, Controller and Chief Accounting Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Eversource and PSNH announcing the closing of the sale of PSNH’s thermal generating assets effective January 10, 2018.
99.2	Unaudited Pro Forma Condensed Consolidated Financial Statements.

EX-99

EXHIBIT 99.1

Eversource Completes Sale of New Hampshire Fossil-Fueled Power Plants

Sale marks milestone in electric utility deregulation

MANCHESTER, NH (January 10, 2018) - Eversource today completed the sale of its New Hampshire fossil fuel powered generation facilities to Granite Shore Power LLC. After decades of reliable service to New England customers, Merrimack Station in Bow, Newington Station in Newington, Schiller Station in Portsmouth, and combustion turbines in Groveton and Tamworth will now continue operations under new ownership.

“Today marks a milestone in the deregulation of the electric utility industry in the Granite State,” noted Eversource NH President Bill Quinlan. “We will soon close on the related sale of our hydroelectric facilities and join other New England utilities by obtaining the energy we need to serve our customers from the competitive regional energy market. Importantly, the sale of our generation facilities honors commitments made to employees and communities where the facilities are located, ensuring a smooth transition.”

The sale of Eversource’s power generation facilities was a component of a comprehensive restructuring and rate stabilization agreement entered into in 2015. The sales were completed in adherence to an auction process established by the N.H. Public Utilities Commission (NHPUC), which chose J.P. Morgan as its auction manager. The NHPUC on November 28 approved the sale of the fossil fuel facilities to Granite Shore Power LLC.

Under the sale agreements, the new owners must keep the plants in service for at least 18 months, and must honor a comprehensive employee benefits package established by Eversource and the International Brotherhood of Electrical Workers. Moreover, Eversource will provide three years of tax stabilization payments to communities where a power plant may be sold for less than its assessed value.

Consistent with the 2015 settlement agreement, customers will also benefit from Eversource’s agreement to forego recovery of $25 million related to the Merrimack Station emission reduction ‘scrubber,’ and

m o r e

from the financing of remaining stranded costs through the use of securitization bonds. These bonds take advantage of low interest rates. In addition, Eversource has agreed to provide $5 million from its shareholders to establish a Clean Energy Fund. Details regarding the Clean Energy Fund will be established via a collaborative process overseen by the NHPUC and the Office of Strategic Initiatives.

Fossil Assets – 1,130.1 MW total nameplate capacity:

· Merrimack Station, Bow; Coal/oil; 502.0 total megawatts (MW)

· Newington Station, Newington; Oil and/or natural gas; 416.0 MW

· Schiller Station, Portsmouth; Coal/oil/biomass; 171.7 total MW

· Lost Nation, Groveton; Oil; 18.0 MW

· White Lake, Tamworth; Jet fuel; 22.4 MW

Eversource (NYSE: ES) is New Hampshire's largest electric utility, serving more than 500,000 homes and businesses in 211 cities and towns, and also supplies water to approximately 9,300 homes and businesses in Hampton, North Hampton and Rye. Eversource is proud to be recognized as the top contributor to United Way in New Hampshire. Recognized as the top U.S. utility for its energy efficiency programs by the sustainability advocacy organization Ceres, Eversource harnesses the commitment of its more than 8,300 employees across three states to build a single, united company around the mission of safely delivering reliable energy and water with superior customer service. For more information, please visit our website (www.eversource.com) and follow us on Twitter (@eversourceNH) and Facebook (facebook.com/EversourceNH). For more information on our water services, visit www.aquarionwater.com.

CONTACT:

Martin Murray

603-634-2228

martin.murray@eversource.com

Kaitlyn Woods

603-634-2418

kaitlyn.woods@eversource.com

###

EX-99

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On January 10, 2018, Public Service Company of New Hampshire (“PSNH”), a subsidiary of Eversource Energy (“Eversource”), closed its previously announced agreement to sell its thermal generating assets pursuant to the terms of a Purchase and Sale Agreement (the “Thermal Agreement”), dated as of October 11, 2017, with Granite Shore Power LLC.  The thermal generating assets included approximately 1,100 MW of primarily fossil fueled electricity generation plants, including PSNH’s 50 MW wood-burning Northern Wood Power Project at its Schiller Station in Portsmouth, New Hampshire (“Thermal Generation Assets”). The original Purchase Price of $175 million was adjusted to reflect working capital adjustments, closing date adjustments and proration of taxes and fees prior to closing totaling approximately $40.9 million, resulting in net proceeds of approximately $134.1 million.

The following unaudited pro forma condensed consolidated income statements and balance sheet have been derived by the application of adjustments to PSNH’s historical financial statements as previously filed.  The unaudited pro forma financial statements are presented for comparative purposes only and are not intended to be indicative of the balance sheet or statements of income which would have been realized had the sale of the Thermal Generation Assets been consummated as of the date or during the periods for which the unaudited pro forma financial statements are presented or for any future period or date.

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
		As of September 30,		Pro Forma			Pro Forma Giving
(Thousands of Dollars)		2017		Adjustments			Effect to Adjustments
ASSETS
Current Assets:
Cash	$	597	$	134,155	(a)	$	134,752
Receivables, Net		93,299					93,299
Accounts Receivable from Affiliated    Companies		24,331					24,331
Unbilled Revenue		37,133					37,133
Taxes Receivable		-					-
Fuel, Materials, Supplies and Inventory		158,091		(120,434)	(b)		37,657
Regulatory Assets		112,465					112,465
Prepayments and Other Current Assets		3,797		(1,656)	(b)		2,141
Total Current Assets		429,713		12,066			441,779
Property, Plant and Equipment, Net		3,167,905		(549,247)	(b)		2,618,658
Deferred Debits and Other Assets:
Regulatory Assets		244,561		537,181	(c)		781,742
Other Long-Term Assets		51,740					51,740
Total Deferred Debits and Other Assets		296,301		537,181			833,482
Total Assets	$	3,893,919	$	-		$	3,893,919
LIABILITIES & CAPITALIZATION
Current Liabilities:
Notes Payable to Eversource Parent	$	202,300	$			$	202,300
Long-Term Debt - Current Portion		110,000					110,000
Accounts Payable		92,201					92,201
Accounts Payable to Affiliated Companies		42,788					42,788
Regulatory Liabilities		7,923					7,923
Other Current Liabilities		61,210					61,210
Total Current Liabilities		516,422		-			516,422
Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes		827,412					827,412
Regulatory Liabilities		40,822					40,822
Accrued Pension, SERP and PBOP		98,553					98,553
Other Long-Term Liabilities		54,131					54,131
Total Deferred Credits and Other Liabilities		1,020,918		-			1,020,918
Capitalization:
Long-Term Debt		892,581					892,581
Common Stockholder's Equity:
Common Stock		-		-			-
Capital Surplus, Paid In		843,134					843,134
Retained Earnings		625,012					625,012
Accumulated Other Comprehensive Loss		(4,148)					(4,148)
Common Stockholder's Equity		1,463,998		-			1,463,998
Total Capitalization		2,356,579		-			2,356,579

Total Liabilities and Capitalization $ 3,893,919  $ -  $ 3,893,919 

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

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
		For the Nine Months Ending		Pro Forma			Pro Forma Giving
(Thousands of Dollars)		September 30, 2017		Adjustments			Effect to Adjustments
Operating Revenues	$	733,572	$	(54,329)	(a)	$	461,265
Operating Expenses:
Purchased Power, Fuel and    Transmission		179,289					39,632
Operations and Maintenance		191,153					142,923
Depreciation		95,266					64,174
Amortization of Regulatory    Liabilities, Net		(10,658)					(5,073)
Energy Efficiency Programs		11,040					11,040
Taxes Other Than Income Taxes		66,935					59,442
Total Operating Expenses		533,025		-			312,138
Operating Income		200,547		(54,329)			149,127
Interest Expense		38,676		-			28,063
Other Income, Net		2,883		-			2,700
Income Before Income Tax Expense		164,754		(54,329)			123,764
Income Tax Expense		65,128		(21,999)	(b)		48,530
Net Income	$	99,626	$	(32,329)		$	75,234

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

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
		For the Year Ending		Pro Forma			Pro Forma
(Thousands of Dollars)		December 31, 2016		Adjustments			Effect to Adjustments
Operating Revenues	$	959,482	$	(52,310)	(a)	$	586,842
Operating Expenses:
Purchased Power, Fuel and Transmission		210,786					32,852
Operations and Maintenance		260,779					188,864
Depreciation		116,519					79,445
Amortization of Regulatory    Assets, Net		11,170					11,594
Energy Efficiency Programs		14,204					14,204
Taxes Other Than Income Taxes		82,964					72,369
Total Operating Expenses		696,422		-			399,328
Operating Income		263,060		(52,310)			187,514
Interest Expense		50,040					35,359
Other Income, Net		1,329					1,454
Income Before Income Tax Expense		214,349		(52,310)			153,609
Income Tax Expense		82,364		(17,897)	(b)		61,582
Net Income	$	131,985	$	(34,413)		$	92,027

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

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The unaudited pro forma condensed consolidated financial statements are based on PSNH’s historical consolidated financial statements as adjusted to give effect to the sale of the Thermal Generation Assets. The unaudited pro forma balance sheet as of September 30, 2017 depicts the impact of the sale as if it had occurred on September 30, 2017. The unaudited pro forma statements of income for the nine months ended September 30, 2017 and for the year ended December 31, 2016 depict the pro forma impact of the sale of the Thermal Generation Assets as if the transaction had occurred on January 1, 2016. The unaudited pro forma condensed consolidated financial statements have been prepared for comparative purposes only and do not purport to be indicative of future results of operations or financial condition. In PSNH’s pro forma income statements and balance sheet, the “Pro Forma Giving Effect to Adjustments” column represents the Company’s remaining operations following the sale of the Thermal Generation Assets.  

2. Pro Forma Adjustments

The following adjustments for the unaudited pro forma income statements and balance sheet reflect the impact of PSNH’s sale of the Thermal Generation Assets on previously filed income statements for the year ended December 31, 2016 and for the nine months ended September 30, 2017, and balance sheet as of September 30, 2017.  The pro forma income statements reflect the assumption that the estimated costs to purchase electric generation service supply contracts in the absence of the Thermal Generation Assets, in order to fulfill the energy needs of PSNH’s retail distribution customers for the periods presented, are equal to the total operating expenses incurred to operate the Thermal Generation Assets.  Both costs are fully recovered in retail distribution rates to PSNH customers and therefore do not impact earnings.

Pro Forma Financial Statement Adjustments

The following income statement adjustments relate to PSNH’s sale of the Thermal Generation Assets.

(a)	Reflects the elimination of revenues associated with the activities of the Thermal Generation Assets that impacts earnings.  The revenues associated with the collection of operating costs in customers’ rates were replaced with an equal estimate representing the cost of purchased power in customers’ rates.
(b)	Reflects the elimination of the income tax expense associated with the revenues of the Thermal Generation Assets that are impacting earnings.

The following balance sheet adjustments generally relate to PSNH’s sale of the Thermal Generation Assets.

(a)	Reflects the receipt of cash proceeds of approximately $134 million from the sale of the Thermal Generation Assets, net of certain working capital adjustments.
(b)	Reflects the elimination of the Thermal Generation Assets, as well as Fuel, Materials, Supplies and Inventory.
(c)	Reflects the estimated amount of stranded costs that will be recoverable in future rates billed to PSNH's customers through securitization bonds, which will result in the full recovery of the Thermal Generation Assets, Fuel, Materials and Supplies.