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):  May 2, 2018 (May 2, 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:  (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

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):

þ

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

¨

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

¨

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

¨

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	¨
The Connecticut Light and Power Company	¨
NSTAR Electric Company	¨
Public Service Company of New Hampshire	¨

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	¨
The Connecticut Light and Power Company	¨
NSTAR Electric Company	¨
Public Service Company of New Hampshire	¨

Section 2

Financial Information

Item 2.02

Results of Operations and Financial Conditions.

On May 2, 2018, Eversource Energy issued a news release announcing its unaudited results of operations for the three months ended March 31, 2018 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 8

Other Events

Item 8.01

Other Events.

On May 3, 2018, Eversource Energy will webcast a conference call with financial analysts during which senior management will discuss the company’s financial performance through the first quarter of 2018. 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.  

Section 9

Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits.

Exhibit Number	Description
99.1	News Release of Eversource Energy dated May 2, 2018.
99.2	Financial Report for the three months ended March 31, 2018.
99.3	May 3, 2018 presentation slides.

[The remainder of this page left blank intentionally.]

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 (Registrants)
May 2, 2018	By:   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 May 2, 2018.
99.2	Financial Report for the three months ended March 31, 2018.
99.3	May 3, 2018 presentation slides.

EX-99

Exhibit 99.1

Eversource Energy Reports First Quarter 2018 Results

(HARTFORD, Conn. and BOSTON, Mass. – May 2, 2018)  Eversource Energy (NYSE: ES) today reported first quarter 2018 earnings of $269.5 million, or $0.85 per share, compared with earnings of $259.5 million, or $0.82 per share, in the first quarter of 2017.

Also today, the Eversource Energy Board of Trustees declared a regular quarterly dividend of $0.505 per share, payable June 29, 2018 to shareholders of record as of May 24, 2018.  Additionally, the company today reaffirmed its 2018 earnings per share (EPS) guidance of $3.20 to $3.30 and its projected 5 to 7 percent long-term EPS growth rate.

“We had a very solid start to 2018, despite extremely challenging weather conditions in March, resulting from an unprecedented three major Nor’easters in 11 days,” said James J. Judge, Eversource Energy chairman, president and chief executive officer.  “We thank our customers who showed great support, patience and appreciation for our employees’ efforts on their behalf following the storms, and we are so grateful to thousands of Eversource employees for their tireless work during that difficult period.”

Electric Transmission

Eversource Energy’s transmission segment earned $107.4 million in the first quarter of 2018, compared with earnings of $94.2 million in the first quarter of 2017.  Higher transmission earnings were primarily due to Eversource Energy’s additional investment in its electric transmission system.

Electric Distribution

Eversource Energy’s electric distribution and generation segment earned $104.2 million in the first quarter of 2018, compared with earnings of $114.1 million in the first quarter of 2017.  Lower results were due primarily to the sale of generation assets, as well as higher depreciation, property tax, operations and maintenance expense, partially offset by higher electric distribution margins.  Higher operations and maintenance expense was driven primarily by higher storm-related costs in 2018.

Natural Gas Distribution

Eversource Energy’s natural gas distribution segment earned $57.8 million in the first quarter of 2018, compared with earnings of $50.8 million in the first quarter of 2017.  Stronger sales were partially offset by higher operations and maintenance expense.

Water Distribution

Eversource Energy’s water distribution segment, which was created when Eversource acquired Aquarion Water Company in December 2017, earned $1.5 million in the first quarter of 2018.  Water distribution earnings are heavily weighted in the warmer months of the year, the opposite of natural gas distribution earnings.

Parent and other companies

Parent and other companies had a net loss of $1.4 million in the first quarter of 2018, compared with earnings of $0.4 million in the first quarter of 2017, due primarily to higher interest expense.

The following table reconciles consolidated earnings per share for the first quarters of 2018 and 2017:

		First Quarter
2017	Reported EPS	$0.82
	Higher transmission earnings in 2018	$0.04
	Higher electric distribution margin in 2018	$0.03
	Higher natural gas revenues in 2018	$0.01
	Lower generation earnings in 2018	($0.01)
	Higher non-tracked O&M in 2018	($0.01)
	Higher depreciation and property tax expense in 2018	($0.01)
	Higher interest expense in 2018	($0.02)
2018	Reported EPS	$0.85

Financial results for the first quarters of 2018 and 2017 for Eversource Energy’s business segments and parent and other companies are noted below:

Three months ended:

(in millions, except EPS)	March 31, 2018	March 31, 2017	Increase/ (Decrease)	2018 EPS 1
Electric Distribution	$104.2	$114.1	($9.9)	$0.33
Electric Transmission	107.4	94.2	13.2	0.34
Natural Gas Distribution	57.8	50.8	7.0	0.18
Water Distribution	1.5	---	1.5	---
Parent and Other Companies	(1.4)	0.4	(1.8)	---
Reported Earnings	$269.5	$259.5	$10.0	$0.85

Retail sales data:

(Three months ended)	March 31, 2018	March 31, 2017	% Change
Electric Distribution
Traditional	3,847	3,700	4.0%
Decoupled	9,374	9,472	(1.0%)
Total Electric Distribution	13,221	13,172	0.4%
Natural Gas Distribution (mmcf)
Traditional	20,473	18,905	8.3%
Decoupled and Special Contracts	22,706	22,241	2.1%
Total Natural Gas Distribution	43,179	41,146	4.9%

Eversource Energy has approximately 317 million common shares outstanding.  It operates New England’s largest energy delivery system and serves approximately 4 million electric, natural gas and water utility 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 May 3, 2018, 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 first quarter 2018 and 2017 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 are based on current expectations, estimates, assumptions or projections and are not guarantees of future performance. These expectations, estimates, assumptions or projections may vary materially from actual results.  Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, important factors that

could cause our actual results to differ materially from those contained in our forward-looking statements, including, but not limited to,that we may fail to reach agreement on terms of a potential transaction with Connecticut Water, or fail to complete any such transaction on a timely basis or on favorable terms; negative effects on Connecticut Water’s business resulting from the pendency of the merger proposals; that we may not receive regulatory approvals within the expected timeframe; and that we may not be able to close the proposed transaction with Connecticut Water promptly and effectively, or at all; cyber-attacks or breaches, including those resulting in the compromise of the confidentiality of our  proprietary information and  the personal information of  our  customers; acts of war or terrorism, physical attacks or grid disturbances that may damage and disrupt our transmission and  distribution systems; ability or inability  to commence and  complete our major strategic development projects and  opportunities; actions or inactions of local, state and federal regulatory, public policy and taxing bodies; substandard  performance  of  third-party suppliers and service providers; fluctuations in weather patterns, including extreme weather due to climate change; changes in business conditions, which could include disruptive technology related to our current or future business model; increased  conservation measures of customers and development of alternative energy sources; contamination of or  disruption of our  water  supplies;  changes in economic  conditions, including impact on interest rates, tax policies, and customer demand and payment ability; 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; changes in laws, regulations or regulatory policy;  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 Eversource Energy’s website at www.eversource.com and 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 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.

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EX-99

Exhibit 99.2

EVERSOURCE ENERGY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Thousands of Dollars)	As of March 31, 2018			As of December 31, 2017
ASSETS
Current Assets:
Cash and Cash Equivalents	$	303,810		$	38,165
Receivables, Net	1,086,282			925,083
Unbilled Revenues	164,082			201,361
Fuel, Materials, Supplies and Inventory	264,171			223,063
Regulatory Assets	683,211			741,868
Prepayments and Other Current Assets	210,534			138,009
Assets Held for Sale	59,346			219,550
Total Current Assets	2,771,436			2,487,099
Property, Plant and Equipment, Net	23,958,688			23,617,463
Deferred Debits and Other Assets:
Regulatory Assets	4,655,521			4,497,447
Goodwill	4,427,266			4,427,266
Marketable Securities	580,446			585,419
Other Long-Term Assets	646,626			605,692
Total Deferred Debits and Other Assets	10,309,859			10,115,824
Total Assets	$	37,039,983		$	36,220,386
LIABILITIES AND CAPITALIZATION
Current Liabilities:
Notes Payable	$	1,049,305		$	1,088,087
Long-Term Debt – Current Portion	1,097,288			549,631
Accounts Payable	984,343			1,085,034
Regulatory Liabilities	205,970			128,071
Other Current Liabilities	759,112			738,222
Total Current Liabilities	4,096,018			3,589,045
Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes	3,389,606			3,297,518
Regulatory Liabilities	3,703,735			3,637,273
Derivative Liabilities	415,402			377,257
Accrued Pension, SERP and PBOP	1,026,181			1,228,091
Other Long-Term Liabilities	1,053,765			1,073,501
Total Deferred Credits and Other Liabilities	9,588,689			9,613,640
Capitalization:
Long-Term Debt	12,015,992			11,775,889
Noncontrolling Interest – Preferred Stock of Subsidiaries	155,570			155,570
Equity:
Common Shareholders' Equity:
Common Shares	1,669,392			1,669,392
Capital Surplus, Paid In	6,224,620			6,239,940
Retained Earnings	3,670,603			3,561,084
Accumulated Other Comprehensive Loss	(63,130		)	(66,403		)
Treasury Stock	(317,771		)	(317,771		)
Common Shareholders' Equity	11,183,714			11,086,242
Total Capitalization	23,355,276			23,017,701
Total Liabilities and Capitalization	$	37,039,983		$	36,220,386

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