Public Service Co Of New Hampshire 8-K Eversource Completes Sale of New Hampshire Fossil-Fueled Power Plants

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.