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 1, 2019 (May 1, 2019)

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):

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   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.   o

Section 2

Financial Information

Item 2.02

Results of Operations and Financial Conditions.

On May 1, 2019, Eversource Energy issued a news release announcing its unaudited results of operations for the three months ended March 31, 2019 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 May 2, 2019, 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 2019. 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 May 1, 2019.
99.2	Financial Report for the three months ended March 31, 2019.
99.3	May 2, 2019 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 1, 2019	By: /s/ JAY S. BUTH Jay S. Buth Vice President, Controller          and Chief Accounting Officer

EX-99

Exhbiit 99.1

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

Eversource Energy Reports First Quarter 2019 Results

(HARTFORD, Conn. and BOSTON, Mass. – May 1, 2019) Eversource Energy (NYSE: ES) today reported first quarter 2019 earnings of $308.7 million, or $0.97 per share, compared with earnings of $269.5 million, or $0.85 per share, in the first quarter of 2018.

Also today, the Eversource Energy Board of Trustees declared a regular quarterly dividend of $0.535 per share, payable June 28, 2019 to shareholders of record as of May 23, 2019.  Additionally, the company today reaffirmed its 2019 earnings per share (EPS) guidance of $3.40 to $3.50 and its projected 5 to 7 percent long-term EPS growth rate.

“Our Eversource team has gotten off to a tremendous start in 2019,” said Jim Judge, Eversource Energy chairman, president and chief executive officer.  “We are delivering top-quartile reliability and safety performance, as well as financial results that are consistent with both our short-term and long-term projections.  We are also executing on a nearly $13 billion, five-year core business capital plan that will greatly help our region address its long-term infrastructure and clean energy needs.”

Electric Transmission

Eversource Energy’s transmission segment earned $118.2 million in the first quarter of 2019, compared with earnings of $107.4 million in the first quarter of 2018.  Higher transmission earnings were primarily due to Eversource Energy’s additional investment in its electric transmission system.

Electric Distribution

Eversource Energy’s electric distribution segment earned $120.1 million in the first quarter of 2019, compared with earnings of $104.2 million in the first quarter of 2018.  Improved results were due primarily to higher distribution revenues, partially offset by the absence of New Hampshire generation earnings in 2019 and higher depreciation expense.

Natural Gas Distribution

Eversource Energy’s natural gas distribution segment earned $76.5 million in the first quarter of 2019, compared with earnings of $57.8 million in the first quarter of 2018.  Improved results were due primarily to the timing of distribution revenues under the recently approved decoupling mechanism for Eversource’s Connecticut natural gas business.  Additionally, the natural gas segment benefited from capital tracking mechanisms on higher levels of investment.  Those benefits were partially offset by higher operations and maintenance, property tax, and depreciation expense.

Water Distribution

Eversource Energy’s water distribution segment earned $0.9 million in the first quarter of 2019, compared with earnings of $1.5 million in the first quarter of 2018.  The modest decline was due primarily to higher pension costs.

Parent and other companies

Parent and other companies had a net loss of $7 million in the first quarter of 2019, compared with a net loss of $1.4 million in the first quarter of 2018.  Lower results were due primarily to higher interest expense on short-term and long-term debt.

The following table reconciles consolidated earnings per share for the first quarters of 2019 and 2018:

		First Quarter
2018	Reported EPS	$0.85
	Higher transmission earnings in 2019	0.03
	Higher electric distribution revenues in 2019	0.04
	Higher natural gas revenues in 2019	0.05
	Lower non-tracked O&M in 2019	0.02
	Higher level of electric and natural gas distribution investment trackers in 2019	0.02
	Higher depreciation and property tax expense in 2019	(0.03)
	Higher interest expense in 2019	(0.02)
	Other	0.01
2019	Reported EPS	$0.97

Financial results for the first quarters of 2019 and 2018 for Eversource Energy’s business segments and parent and other companies are noted below:

Three months ended:

(in millions, except EPS)	March 31, 2019	March 31, 2018	Increase/ (Decrease)	2019 EPS1
Electric Distribution	$120.1	$104.2	$15.9	$0.38
Electric Transmission	118.2	107.4	10.8	0.37
Natural Gas Distribution	76.5	57.8	18.7	0.24
Water Distribution	0.9	1.5	(0.6)	---
Parent and Other Companies	(7.0)	(1.4)	(5.6)	(0.02)
Reported Earnings	$308.7	$269.5	$39.2	$0.97

Retail sales data:

(Three months ended)	March 31, 2019	March 31, 2018	% Change
Electric Distribution
Traditional	1,968	1,972	(0.2)%
Decoupled	11,183	11,249	(0.6)%
Total Electric Distribution	13,151	13,221	(0.5)%
Natural Gas Distribution (Decoupled) (mmcf)	45,376	43,179	5.1%

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 2, 2019, 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 common shareholders of each business by the weighted average diluted Eversource Energy common shares outstanding for the period.  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 common shareholders 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: cyberattacks 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 inaction 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 in, 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 our access to necessary capital more difficult or costly; changes in laws, regulations or regulatory policy, including compliance with environmental laws and regulations; 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, except as required by federal securities laws, 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.

###

EX-99

Exhibit 99.2

EVERSOURCE ENERGY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Thousands of Dollars)	As of March 31, 2019			As of December 31, 2018
ASSETS
Current Assets:
Cash	$	35,145		$	108,068
Receivables, Net	1,140,348			994,055
Unbilled Revenues	159,288			176,285
Fuel, Materials, Supplies and Inventory	277,104			238,042
Regulatory Assets	507,255			514,779
Prepayments and Other Current Assets	181,724			260,995
Total Current Assets	2,300,864			2,292,224
Property, Plant and Equipment, Net	26,032,781			25,610,428
Deferred Debits and Other Assets:
Regulatory Assets	4,589,427			4,631,137
Goodwill	4,427,266			4,427,266
Investments in Unconsolidated Affiliates	711,476			464,286
Marketable Securities	415,405			417,508
Other Long-Term Assets	463,788			398,407
Total Deferred Debits and Other Assets	10,607,362			10,338,604
Total Assets	$	38,941,007		$	38,241,256
LIABILITIES AND CAPITALIZATION
Current Liabilities:
Notes Payable	$	1,477,830		$	910,000
Long-Term Debt – Current Portion	805,519			837,319
Rate Reduction Bonds – Current Portion	43,210			52,332
Accounts Payable	1,006,774			1,119,995
Regulatory Liabilities	385,442			370,230
Other Current Liabilities	840,587			823,006
Total Current Liabilities	4,559,362			4,112,882
Deferred Credits and Other Liabilities:
Accumulated Deferred Income Taxes	3,543,052			3,506,030
Regulatory Liabilities	3,627,389			3,609,475
Derivative Liabilities	372,957			379,562
Accrued Pension, SERP and PBOP	939,786			962,510
Other Long-Term Liabilities	1,259,400			1,196,336
Total Deferred Credits and Other Liabilities	9,742,584			9,653,913
Long-Term Debt	12,284,330			12,248,743
Rate Reduction Bonds	561,727			583,331
Noncontrolling Interest – Preferred Stock of Subsidiaries	155,570			155,570
Common Shareholders' Equity:
Common Shares	1,669,392			1,669,392
Capital Surplus, Paid In	6,242,089			6,241,222
Retained Earnings	4,092,895			3,953,974
Accumulated Other Comprehensive Loss	(57,804		)	(60,000		)
Treasury Stock	(309,138		)	(317,771		)
Common Shareholders' Equity	11,637,434			11,486,817
Total Liabilities and Capitalization	$	38,941,007		$	38,241,256

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 March 31,
(Thousands of Dollars, Except Share Information)	2019		2018
Operating Revenues	$	2,415,792	$	2,287,962
Operating Expenses:
Purchased Power, Fuel and Transmission	974,882		946,747
Operations and Maintenance	335,597		332,549
Depreciation	214,948		204,266
Amortization	70,961		45,194
Energy Efficiency Programs	140,116		134,241
Taxes Other Than Income Taxes	184,588		182,433
Total Operating Expenses	1,921,092		1,845,430
Operating Income	494,700		442,532
Interest Expense	131,734		121,129
Other Income, Net	30,985		33,789
Income Before Income Tax Expense	393,951		355,192
Income Tax Expense	83,393		83,766
Net Income	310,558		271,426
Net Income Attributable to Noncontrolling Interests	1,880		1,880
Net Income Attributable to Common Shareholders	$	308,678	$	269,546
Basic and Diluted Earnings Per Common Share	$	0.97	$	0.85
Weighted Average Common Shares Outstanding:
Basic	317,624,593		317,397,052
Diluted	318,316,082		317,992,999

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 Three Months Ended March 31,
(Thousands of Dollars)	2019			2018
Operating Activities:
Net Income	$	310,558		$	271,426
Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:
Depreciation	214,948			204,266
Deferred Income Taxes	18,085			88,481
Uncollectible Expense	18,565			19,613
Pension, SERP and PBOP Expense/(Income), Net	8,428			(1,965		)
Pension and PBOP Contributions	(4,700		)	(171,244		)
Regulatory (Under)/Over Recoveries, Net	(19,232		)	70,457
Amortization	70,961			45,194
Other	(37,310		)	(74,582		)
Changes in Current Assets and Liabilities:
Receivables and Unbilled Revenues, Net	(155,823		)	(156,888		)
Fuel, Materials, Supplies and Inventory	(39,063		)	(26,956		)
Taxes Receivable/Accrued, Net	126,381			(5,061		)
Accounts Payable	(69,832		)	(61,571		)
Other Current Assets and Liabilities, Net	(70,242		)	(23,456		)
Net Cash Flows Provided by Operating Activities	371,724			177,714
Investing Activities:
Investments in Property, Plant and Equipment	(618,418		)	(607,334		)
Proceeds from Sales of Marketable Securities	234,497			145,438
Purchases of Marketable Securities	(237,794		)	(143,264		)
Proceeds from the Sale of PSNH Generation Assets	—			130,641
Investments in Unconsolidated Affiliates	(249,138		)	(7,340		)
Other Investing Activities	4,893			2,140
Net Cash Flows Used in Investing Activities	(865,960		)	(479,719		)
Financing Activities:
Cash Dividends on Common Shares	(169,757		)	(160,027		)
Cash Dividends on Preferred Stock	(1,880		)	(1,880		)
Issuance of Treasury Shares	26,109			—
Increase/(Decrease) in Notes Payable	829,430			(240,005		)
Repayment of Rate Reduction Bonds	(30,727		)	—
Issuance of Long-Term Debt	—			1,150,000
Retirement of Long-Term Debt	(250,215		)	(150,218		)
Other Financing Activities	(9,676		)	(19,140		)
Net Cash Flows Provided by Financing Activities	393,284			578,730
Net (Decrease)/Increase in Cash and Restricted Cash	(100,952		)	276,725
Cash and Restricted Cash - Beginning of Period	209,324			85,890
Cash and Restricted Cash - End of Period	$	108,372		$	362,615

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