Jeffrey R. Kotkin - Eversource Energy Phil Lembo - Eversource Energy Leon J. Olivier - Eversource Energy

Michael Weinstein - Credit Suisse Securities (USA) LLC Paul Patterson - Glenrock Associates LLC Michael Lapides - Goldman Sachs & Co. Shahriar Pourreza - Guggenheim Securities LLC Steve Fleishman - Wolfe Research LLC Caroline V. Bone - Deutsche Bank Securities, Inc. Praful Mehta - Citigroup Global Markets, Inc. Travis Miller - Morningstar, Inc. (Research)

Welcome to the Eversource Energy Second Quarter Earnings Call. My name is Sylvia, and I will be your operator for today's call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. Please note that this conference is being recorded. I will now turn the call over to Jeffrey Kotkin. Mr. Kotkin, you may begin. Jeffrey R. Kotkin - Eversource Energy: Thank you, Sylvia. Good morning and thank you for joining us. I'm Jeff Kotkin, Eversource Energy's Vice President for Investor Relations. As you can see on slide 1 of the slides that we posted last night, some of the statements made during this investor call maybe forward-looking as defined within the meaning of the Safe Harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management's current expectations and are subject to risk and uncertainty, which may cause the actual results to differ materially from forecasts and projections. Some of these factors are set forth in the news release issued yesterday. Additional information about the various factors that may cause actual results to differ can be found in our annual report on Form 10-K for the year ended December 31, 2016, and the 10-Q for the three months ended March, 31, 2017. Additionally, our explanation of how and why we use certain non-GAAP measures is contained within our news release and the slides we posted under Presentations & Webcasts, and in our most recent 10-K. Turning to slide 2, speaking today will be Phil Lembo, our Executive Vice President and CFO; and Lee Olivier, our Executive Vice President for Enterprise Energy Strategy and Business Development. Also, joining us today are Jay Buth, our Vice President and Controller; John Moreira, our Vice President of Financial Planning and Analysis; and Christine Vaughan, our Treasurer and Vice President for Regulatory. Now, I will turn to slide 3 and turn over the call to Phil. Phil Lembo - Eversource Energy: Thank you, Jeff. So today I'll cover second quarter and first half financial results, the status of key regulatory dockets, the status of our Aquarion Water Company transaction, and an update on our capital plan and several transmission projects. So, let's start with the financial results for the quarter in slide 3. Earnings were up $0.08 per share in the second quarter of 2017 compared with the second quarter of 2016. We earned $0.72 per share in the second quarter, compared with $0.64 per share in the second quarter of 2016. On the electric distribution and generation side, we earned $0.38 per share in the second quarter of 2017, and that compares to $0.32 in the second quarter of last year. This increase was primarily due to lower operations and maintenance costs. We also benefited from higher demand revenues due to warm weather, warmer weather than the last – than the prior year. Our transmission segment earned $0.30 per share in the second quarter of 2017 and this compares to $0.29 per share in the second quarter of last year. The primary driver of this earnings growth was higher transmission rate base, as we continue to invest in transmission projects that enhance the reliability of the New England power grid. I'll provide an update on key transmission projects that are driving this in a moment. The benefits from the greater transmission investment were partially offset by our annual reconciliation of costs and revenues from the prior year in accordance with FERC tariffs. This reconciliation takes place annually in the second quarter. On the natural gas distribution side, we earned $0.01 per share in the second quarter of 2017. This compares to earnings of $0.03 per share in the second quarter of the previous year. Lower earnings were due to several factors, milder early spring weather, high depreciation and higher O&M costs. At the Eversource parent and other, we earned $0.03 per share and this compared to a relatively flat results in the second quarter of 2016. The primary driver was related to earnings from a long-held investment in a fund that invests in renewable energy projects. In total, through 2016, the earnings from this investment were pretty much breakeven. However, the market for renewable projects has matured and performed well over the past year, resulting in higher equity earnings in the second quarter from this investment of about $0.02 per share, and this compared to a small loss of about a penny per share in the second quarter of last year. So going forward, we don't expect ongoing earnings from this investment will have a material impact on the earnings. Turning to the second – turning from the second quarter to the first half results, we earned $1.54 per share in the first six months of 2017, compared to a $1.41 per share in the first half of last year. Improved results were due to higher transmission earnings, higher distribution revenues, lower O&M and improved results of the parent. For the full year, we continue to expect to earn between $3.05 and $3.20 per share, and for the long-term, we continue to project 5% to 7% EPS growth. From operations, I'll turn it to our regulatory activity and start in Massachusetts with the Massachusetts rate case and this is on slide 4. Hearings have concluded on the rate case, except for rate design topics. We expect a decision on the financial aspects of the case by the end of November, with the rate design decision around year end. New rates would be effective in January of 2018, and to date we've no surprises in the rate review process. In New Hampshire, binding bids on our public service in New Hampshire generation fleet are due next month. And there too, the overall divestiture process is moving along well, and we expect regulatory approval of the sale by the end of the year, with securitization activities to follow soon after the closing. From our state regulation, I'll turn to slide 5, and the various New England transmission ROE dockets before FERC. As you may recall, on April 14th of this year, this DC Circuit Court of Appeals vacated FERC's 2014 order that lowered the base ROE for the New England transmission owners from 11.14% to 10.57%. Now before FERC commissions is not only the vacated order from that compliant one, but the ALJ recommendations from complaints two and three, which have not yet been decided. So, it's unclear whether FERC will issue orders on all three complainants at the same time or what the timing is of when this will occur. We've been conferring with other New England transmission owners about the appropriate billing for transmission service in New England in light of this April court decision and the four pending complaints. And in June, the regions transmission owners, including Eversource filed with the FERC to revert back to the last approved ROE that was approved at 11.14%. In the filing, the transmission owners proposed that the rate be effective on June 8, and billing on the new rate to customers would not start until 60 days after FERC has a quorum. And as we all know, that has not occurred at this time. The financial results we reported last night still reflect the 10.57% ROE and the 11.74% cap on incentives that was vacated by the court. Our transmission revenues are based on what we bill to customers. Therefore there will be no change in our transmission revenues until our rates are changed perspectively. As a remainder, every 10 basis points of change in transmission ROEs, results in about a $3 million after tax earnings annually. Next I'll turn to Slide 6 and the exciting announcement we made last month. On June 2, we announced an agreement to acquire Aquarion water company from Macquarie Infrastructure Partners and others for approximately $880 million in cash and assumption of $795 million of Aquarion debt. Aquarion is a very well managed water company with operations in the three states we already serve, Connecticut, Massachusetts and New Hampshire, with 90% of the operations being Connecticut. Several weeks ago, we filed regulatory applications in each of the states, seeking permission to consummate the transaction, and we expect to close the deal by the end of this year. Connecticut as I said where 90% of the business is located has already established a schedule with a final decision due before the end of October of this year. This transaction fits very nicely with our strategy to invest in critical infrastructure and to develop clean energy solutions for customers. Macquarie had owned Aquarion for decade and its decision to sell the business coincides with our divestiture of PSNH's generation fleet. So in addition to being an excellent strategic fit, the timing of the opportunity was also good. We are exiting a generation business that was shrinking because of State statues that precluded us from any expansion, and we're entering a water distribution business that we expect will see decades of growth ahead due to the need for replacement of ageing infrastructure. We expect Aquarion to help, support and extend our projected 5% to 7% EPS growth. We will not be issuing any equity in association with this transaction, the cash portion of the transaction will come largely from the net proceeds from the sale and securitization of our New Hampshire generating assets. And as a reminder, nearly $800 million of gross proceeds are expected as part of that transaction. We anticipate that Aquarion will operate pretty much as it does now post-closing. As you know, we are not currently in the water business. We also expect Aquarion's earnings to substantially offset the loss of PSNH generation earnings, and we expect Aquarion's earnings to grow over time as we invest needed capital in the business. Connecticut has a constructive regulatory structure for water companies that includes revenue decoupling, an infrastructure investment tracking mechanism and the ability to include a rate base acquisition costs related to the purchase of small financially distressed water companies. There is much fragmentation in the water business today, and over the last several years, Aquarion has acquired over a dozen smaller water systems. And I expect this trend would continue. We are very excited about the additional business diversity and long-term growth opportunities the water business will provide. We're also very pleased that Aquarion will be located locally and owned locally. Before I turn the call over to Lee for the status report on some of our major projects, I want to provide you with our customary media update on capital expenditure plans. So our capital expenditures totaled about $1 billion in the first half of 2017, up about $100 million from the first half of 2016. Transmission investments totaled approximately $375 million in the first half of 2017 and we continue to target nearly $1 billion in transmission investments for the year. As you can see on Slide seven, we continue to make progress on a number of the major transmission reliability projects. I wanted to spend some time discussing Northern Pass spending. Northern Pass accounts for $21 million of our transmission capital invested this year, and we expect that number to rise considerably beginning next year. Lee will provide you with an update of the project in a moment, but as you can see in the slides and from the press release relating to our Massachusetts RFP we issued yesterday, we're now anticipating a second half of 2020 as the in-service date for the project. We expect that the vast majority of the work on Northern Pass will be completed in 2018 and 2019, but we do expect a few hundred million dollars of the project will move into 2020. We are currently developing detailed operating plans for 2018 and beyond, and we fully expect to provide an overall capital spending plan for 2018 that is consistent with the plan we released earlier this year. We expect to offset the lower level of expenditures in Northern Pass in 2018 with increased investments in electric resiliency programs, natural gas infrastructure capital and natural gas expansion projects. We also expect, depending on the exact closing of the timing of the Aquarion transaction, nearly $100 million of capital expenditures at the water business. We'll provide you with specific capital expenditure levels for 2018 through 2021 for all segments when we update our long-term forecast in February. We expect these investments to fully support our projected 5% to 7% long-term EPS growth rate. With that, I'll turn the call over to Lee. Leon J. Olivier - Eversource Energy: Okay. Thanks, Phil. I'll provide you with a brief update on our major investment initiatives and then turn the call back to Jeff for Q&A. Let's start with Northern Pass on Slide eight. The New Hampshire Site Evaluation Committee has completed more than 20 days of final evidentiary hearings for the project. Remaining hearings are scheduled to run through September and we've been quite pleased with how they have proceeded so far. We consider the New Hampshire SEC schedule to be supportive of the project receiving all of its approvals necessary to commence construction in early 2018. Hearings in June and July focus on construction of line, its impact on the regions power prices, and the considerable effort we are devoting to minimize environmental impact of the project. We believe our witnesses have made a very persuasive case as to why the project should be approved as proposed. It will bring billions of dollars of benefits to the state of New Hampshire, including an estimated $60 million a year in electric market savings, $30 million to $35 million a year in property tax revenues, $200 million over a 20-year period is probably (15:28) New Hampshire economic development and clean energy fund, and up to 2,600 jobs during the construction period. We have pledged to give priority to New Hampshire residents and businesses for construction work. In addition to the SEC permit, we need to secure a presidential permit from the U.S. Department of Energy. According to its website, the DOE expects to issue a final environmental impact statement in August. That will position the DOE to issue a presidential permit by the end of this year. We continue to expect Hydro-Québec to receive its final national and provincial permits for the Canadian portion of the project later this year. The New Hampshire PUC already has reviewed a number of items related to Northern Pass. Last year it authorized Northern Pass transmission to operate as a utility in the state of New Hampshire. In June, the New Hampshire PUC approved NPT's licenses to cross public waters and lands. Additionally, both the New Hampshire Department of Transportation and the State Department of Environmental Services have approved the necessary permits to construct Northern Pass subject to final approval by the New Hampshire SEC. Receiving the New Hampshire SEC and presidential permits by year end would support commencing construction in early 2018. You may recall that during our first quarter earnings call we noted that we expected to firm up our construction schedule around this time, after concluding a comprehensive review of the project with our important vendors and contractors. We have now completed that review with a particular focus on the timing and cost of the converter station and the 60 miles of underground cable. We also wanted to get through certain key elements of our New Hampshire SEC testimony, particularly the seven days of hearings on construction, which ended in June. Based on our firm contracts, we expect that if we receive final permits for the project by the end of this year, we can complete the project in the third quarter of 2020. At that time, Northern Pass would be fully constructed and operational testing would commence, allowing the project to enter service prior to the critical 2020 to 2021 winter period. We believe the schedule would put us significantly ahead of any other major project to import Canadian hydro into New England. Our confidence in the construction schedule is also supported by the firm contracts we have with two of the most preeminent firms in the world, in terms of electric transmission design and construction, ABB and Quanta Services. Turning to Slide 9, yesterday Eversource Energy transmission ventures and Hydro-Québec jointly bid Northern Pass into the Massachusetts clean energy RFP. We believe that this bid would be extremely competitive in the Massachusetts solicitation due to the advanced stage of our project development. To remind you, by 2022 Massachusetts is required to contract for 9.45 terawatt hours a year of clean energy. Page 1 of the RFP states that of the total 9.45 terawatt hours of cost-effective clean energy contracts being sought in this RFP, the distribution companies encourage proposals, which include clean energy generation able to commit to begin deliveries prior to the end of 2020, to maximize the commonwealth's ability to meet its global warming solutions act goals. We believe that these provisions support our joint bid, since we are so much further along the project development process than other bidders. Additionally, Northern Pass would reduce Massachusetts electric sector carbon emissions by 25%, and as a result get Massachusetts pathway to its mandated reduction for the sector by 2050. The current Massachusetts RFP is scheduled in the case that projects will be selected for negotiations by January 25, with regulatory filings next spring. Separately, an RFP exclusively for offshore wind was issued to the market at the end of June with bids due December 20, and expected contract filings with the DPU by the end July 2018. The RFP calls for interested bidders to submit a conforming proposal for 400 megawatts. It also stated alternative bids of up to 800 megawatts will be considered if bidders can show that a larger project would provide significant net economic benefits to customers. Bidders can also submit an alternative bid for as little as 200 megawatts. Bay State Wind, a 50-50 partnership between Eversource and DONG Energy will bid into this RFP. Bay State Wind's 300 square mile track off the Massachusetts coast is very attractive location and it's expected to be able to host wind turbines capable of producing at least 2,000 megawatts. In addition to Massachusetts the track could serve three other states that are expanding their solicitations for Clean Energy. In New York, Governor Cuomo announced a goal of procuring 2,400 megawatts of offshore wind with the first RFP expected early next year. Rhode Island Governor, Gina Raimondo has announced a goal of procuring 1,000 megawatts of Clean Energy by 2020. In Connecticut, Governor Malloy signed Public Act 17-144 last month allowing offshore wind to be considered as private by new RFP for Clean Energy resources, which will also include utility rate base fuel cells. So it's going to enable construction of approximately 200 megawatts of offshore wind. The timing of any solicitation will be at the discretion of the State Department of Energy and Environmental Protection, but shows yet another legislative effort by a New England state to bring more Clean Energy resources into the region. Additionally, earlier this week, the Connecticut Department of Energy and Environmental Protection published a draft of the states updated Comprehensive Energy Strategy. The strategy focuses on five major themes. They are decreasing carbon emissions, increasing the supply of renewable energy, including expanding the states class I renewable requirements to 30% by 2030, and prioritizing low-cost grid-scale renewable energy investments. Expanding energy efficiency initiatives including procurement of energy efficiency as a resource. Supporting grid modernization and accelerating electrification of the state's transportation sector. We believe Eversource Energy is uniquely positioned to support each of these state policy initiatives. With Connecticut, Massachusetts, Rhode Island and New York all driving policies that favor efficient offshore wind development, we expect significant interest in Bay State Wind's potential over the coming years, and we have begun to make early progress on citing. About a month ago, the federal Bureau of Ocean Energy Management issued to Bay State Wind, the first approval of an offshore wind site assessment plan in the United States. This will allow us to take critical measurements of wind and wave speeds over the next two years to prepare for project development. Finally, turning to Access Northeast, we continue to discuss the gravity of New England winter time energy supply situation with policymakers in Massachusetts and New Hampshire. The two states that do not have legislation clarifying Electric Utility's ability to sign natural gas supply contracts. Brayton Point, the region's largest coal and oil-fired generation plant shutdown permanently June 1 and the Pilgrim nuclear plant will shut down in less than two years. ISO-New England continues to express deep concern over the region's ability to meet both gas heating and electrical requirements during winter periods. Later this year, ISO was due to issue a report on the challenges New England will face in future winters, if no significant firm fuel capacity is available for the region. While we are confident in Access Northeast remains the region's best option for adding needed natural gas pipeline capacity, we also note that the project's ultimate size and configuration will depend on what kind of solution our states want to pursue to ensure electric grid reliability and to integrate renewable power sources into the New England grid. Because of that lingering regulatory uncertainty, we and our Access Northeast joint developers, Enbridge, National Grid withdrew pre-applications from FERC last month, FERC has a very busy calendar, particularly for signing of natural gas pipelines and we thought it best to withdraw our project from preliminary review until we were able to bring more certainty to the question of who will be the counterparties that will purchase long-term pipeline capacity from Access Northeast. We expect most of the work that we've already done on the project can be used in a future re-filed Access Northeast application. We have no question that the regions winter time gas supply situation continues to worsen with generation such as Brayton Point retiring and more natural gas-fired plants being built, and the regions homes and businesses continuing to install tens of thousands of new natural gas systems annually. However, we need state energy policy to be more consistent across the region, particularly in Massachusetts and New Hampshire. We expect to re-file a preliminary application with FERC for Access Northeast, once we have a clear path to resolving current inconsistencies and policies. Now, I will turn the call back to Jeff for Q&A. Jeffrey R. Kotkin - Eversource Energy: Thank you, Lee. And I'm going to turn the call back to Sylvia just to remind you how to enter the questions. Sylvia?

Thank you. We'll now begin the question-and-answer session. Now, I'll turn the call back to Jeff. Jeffrey R. Kotkin - Eversource Energy: Thank you. First question this morning is from Mike Weinstein from Credit Suisse. Good morning, Mike? Michael Weinstein - Credit Suisse Securities (USA) LLC: Good morning. Thanks, Lee for that great update. Maybe, we could just talk a little about why – like why is it a full year delay for Northern Pass, how come not the spring of 2020? What equipment exactly is proving to be critical path items that extend the schedule at this point? And then also separately, how critical is wining the RFPs to keeping the project on track? My understanding is that they are – it's not critical. What happens if you lose? I understand there is other opportunities in these other states will be coming next year, but how critical is it to keeping the project on track? Leon J. Olivier - Eversource Energy: Sure. Just to get to the first part of your question, Mike. It's the HVDC converter technologies is the critical path along with the underground, what they call XLPE cables. So these cables that have no oil and those two components are the critical path. And both HVDC converters and that particular kind of cable is in strong demand around the world. There is long lead times for both of those. Each HVDC converter, there is nothing on the shelf so to speak that you can use and you back fit for a particular application. Every design is a completely unique design and it's just the time that we have gotten from the manufacturer ABB of the cable and HVDC converters, and it's really the limiting factor there. So it's just where – how much they have in the queue, and where we show up in the queue. It's really no more complicated than that. In regards to the project, whether we win the RFP or not, we are committed to build the project in H2. As I have stated there is a lot of opportunities in all of these states for clean energy. If you look at where the region is and the precarious position of the region, absent a dedicated firm fuel supply, particularly natural gas, you are going to need more firm energy like Hydro-Québec has to offer into the marketplace. You probably, I'm sure, have seen where the largest nuclear operator in the region is now inquiring through ISO, what it would take to retire those assets, what that process looks like. They haven't made a commitment to go do that. But I think in any case whether that's done now or later, all of those assets time out and if the region wants to meet its goals around carbon reduction in class 1 renewable energy, as well as clean energy, you will have more hydro coming in from Eastern Canada and Québec to help satisfy that. So we're confident that the project will get built regardless of the outcome with this RFP. Michael Weinstein - Credit Suisse Securities (USA) LLC: Okay. And in terms of the FERC transmission complaints, are you in – is this planned to re-file to revert back to the old ROE? has that been discussed with other interveners in the case? What's your sense right now of how that's going to proceed going forward? Is there going to be a settlement process that ultimately resolves where the ROEs eventually land? Phil Lembo - Eversource Energy: Sure, Mike. This is Phil. The filing was done by consultation with the New England transmission owners, because we needed to have a way that we could bill customers, and given that the decision of the DC court vacated complaint one, we needed to have a rate on file that we could start billing our customers with. So this was a consultation and a filing with the New England transmission owners that was made in early June and as you know, there's really not a forum or court at FERC at this time to review that. So we have not changed our billing until we move through that process. In terms of settlement, we've tried – we have – in each of these complaints there has been settlement process and that's – the traditional FERC process is to start that we have not in any of those cases reached any settlements. So I guess, one could always be reached in the future, but I guess at this stage we are awaiting a quorum, so that the case be reviewed and we can move forward. Michael Weinstein - Credit Suisse Securities (USA) LLC: And one last question, on Aquarion. How far in the process are you right now looking at further acquisitions of distressed assets that are out there? Anyway, is this something that we expect – should expect to hear within fairly soon after closing the deal, like early next year? Phil Lembo - Eversource Energy: Yes. I can say Aquarion is a private – they're a privately held company right now, but if you look at their track record over the last many years, there's about a dozen different smaller financially distressed systems that have been let's call it tucked in under the Aquarion umbrella. So that's about a 11,000 additional customers. There's 230,000 customers now. Certainly, there is more of these types of systems out there, as you get ageing infrastructure, more requirements for clean water, that type of thing. So just given that kind of track record, I would expect that to continue. Michael Weinstein - Credit Suisse Securities (USA) LLC: So, I mean if I just do the quick math, 11,000 customers on 230,000 customers now, it's about 5% increase in size. Is that the sort of the opportunity on a dollar basis that you might be looking at as well? Phil Lembo - Eversource Energy: No, it's very fragmented. There's – some of these systems maybe five or six customers, some could be a 1,000 or 2,000. So it's hard to say. Certainly, you have to match up the need with the opportunity. So 11,000 over a last kind of five years is just an indicative number as to the process that's out there. And then I think if you look around the country, you'll see that this type of activity goes on. Michael Weinstein - Credit Suisse Securities (USA) LLC: Yes. All right. Thanks a lot. Leon J. Olivier - Eversource Energy: Thanks Mike. Phil Lembo - Eversource Energy: You're welcome. Jeffrey R. Kotkin - Eversource Energy: Thanks, Mike. Next question is from Paul Patterson from Glenrock. Good morning. Paul. Paul Patterson - Glenrock Associates LLC: Good morning. How are you? Jeffrey R. Kotkin - Eversource Energy: All right. How are you? Paul Patterson - Glenrock Associates LLC: All right. So, just as a follow-up on Northern Pass, is it safe to say that you guys are going to be participating in the upcoming capacity auction? Is Northern Pass going to be participating in it? Leon J. Olivier - Eversource Energy: Paul, the is Lee. The capacity auctions, the participation in that will be determined by HQ, and they are in the process of evaluating that option right now and I can't tell you what their conclusion is. Paul Patterson - Glenrock Associates LLC: Well, let me ask you this, if you don't clear it, how is capacity going to be provided with respect to the Massachusetts RFP? Leon J. Olivier - Eversource Energy: Well, the RFP is not hinged on capacity. It's really all hinged up on the things like price suppression, carbon reduction, obviously, the cost of the project. Those are the things that it hinges on. So if it gets capacity as well, that's an added benefit to customers in Massachusetts and into the region. Paul Patterson - Glenrock Associates LLC: Right. So, you would think that will be part of the value that the project would provide. So it'd seem kind of strange to me, I am sorry slow on this why capacity wouldn't be something that you guys would want to have, value being reflected in terms of the project. Leon J. Olivier - Eversource Energy: Thanks Yes. It clearly would be Paul. I just can't tell you exactly right now, where HQ is on that, but it clearly would be part of the value proposition for the state and the region. Paul Patterson - Glenrock Associates LLC: Okay With respect to the determination on MOPR, when would we find out how, ISO New England officially will be treating Northern Pass and the issue of MOPR? Leon J. Olivier - Eversource Energy: Thanks Well, one of the things that HQ has to do is to actually submit a formal request to ISO New England, to have them evaluate Northern Pass vis-à-vis the MOPR requirements. And they have not done that at this point. Paul Patterson - Glenrock Associates LLC: Okay. And then, you mentioned that if the Massachusetts RFP doesn't happen, you feel there is enough opportunity out there, which makes sense for the value of the project. But I'm just wondering, do you think the project would proceed in the absence of some sort of contractual setup such as the Massachusetts RFP or some other state sort of sponsor program or that there is enough confidence that you should simply proceed with the project and hope to get something regardless, if you follow me? Leon J. Olivier - Eversource Energy: No, I follow you, Paul. I think where we are right now is, we think our project has all the attributes that it will be the winning project in this RFP. And if for some reason, we don't win this RFP, we'll take a pause, we'll take a look, and we'll look at where the other states are in these RFPs, and that process and we'll make that decision at that time. Paul Patterson - Glenrock Associates LLC: Okay. Fair enough. And then just finally the sales growth whether adjusted year-to-date, I'm sorry if I missed it, just really busy, but I didn't see anything on that. Could you tell us where for just system wide, you guys are in terms of retail electric sales growth year-to-date, weather adjusted? Leon J. Olivier - Eversource Energy: Yes, the normalized, Paul, is down, just less than a percent on a normalized basis year-to-date. Paul Patterson - Glenrock Associates LLC: Okay. Thanks so much. Leon J. Olivier - Eversource Energy: You're welcome. Jeffrey R. Kotkin - Eversource Energy: Thanks Paul. Next question is from Michael Lapides from Goldman. Good morning, Michael. Michael Lapides - Goldman Sachs & Co.: Hey, good morning guys. Real quick, just trying to think about the offshore wind process, can you talk about what's – like let's talk about the timeline both, not just for the RFP responses, but then the DOE approvals for the tracks out in the ocean and then kind of the other siting and permitting for where the line would potentially terminate in the U.S. onshore. Like, how do you think about cradle to grave, what the timeline is from the RFP process to actually having an operating asset? Leon J. Olivier - Eversource Energy: Yes, Michael. This is Lee. In regards to that, I think obviously, we've got a pretty good line of sight around the Massachusetts offshore wind RFP in the process and we've got timelines as issued inside of the draft, and then it really becomes what is the timeline from the Bureau of Ocean Energy Management, which falls under the Interior of the Secretary – Interior Secretary's office and there, there is – that's kind of – I would call that kind of work-in-progress that they've got kind of a draft timeline out there. We will be meeting later this year with staff in the office of Ocean offshore management and we need to work with them. And clearly there's other stakeholders here. There is a lot of offshore wind developers that will be working with the Interior Department as well to finalize what that process is, but I think this is – this is 2017. I think, that it's realistic to see the first tranche of wind in service by the 2022, end of 2022 timeframe based upon the feedback obviously we have from DONG Energy who has built a lot of this all over the world and so we feel the first part of this wind farm would come on in 2020. And of course, as you know it's not like building – 2022 rather. It's not like building a large power plant. You string six of these things together and the first six of them show up on to the grid and then every time you add another six, six more of them come onto to the grid. So it's kind of a phased in and so you have early revenue production in that process. Michael Lapides - Goldman Sachs & Co.: Got it. And Phil you talked a little bit about your capital spending plan and budget. And I know you are going to give more detail either at EEI or at our fourth quarter call, but can you just kind of rehash a little bit of that and maybe give a little more clarity, where specifically would you see an uptick in kind of traditional, whether it's transmission or distribution CapEx in 2018, relative to what your prior forecast showed? Phil Lembo - Eversource Energy: Sure. I guess, I'll preface it by saying, I think we have very good line of sight even as we sit here today without moving through too much time through the rest of the year. We still have our budget process to go through, et cetera. But, really at this time we have a very good line of sight and just to remind you too that we've been repeatedly able to deliver these results. If you think back to our February plan, we added a $1 billion dollars of capital from the previous plan that had been submitted so. So certainly, we have a track record to be able to deliver these results and really with a focus on cost control that's unmatched in the industry. So we can deliver the results, take cost out of the business, improve our reliability, provide great service to customers and these are all great aspects of our company. So, we do have an experienced team, we have a strong balance sheet. If we look at it, as Lee mentioned, there's going to be additional infrastructure needs, there's going to be likely more clean energy growth opportunities. But to be specific about the things, in terms of electric distribution we have, in our gas distribution business we have these reliability enhancement programs that help to improve that service reliability on both the electric side and the gas side. We have aging infrastructure replacement and our gas expansion program in place that we expect to have incremental spending in both of those categories. That is fairly significant in 2018 from our original estimate. And as I mentioned, the water business, Aquarian, again depending on the exact closing date of that, there is a robust capital spending program in there. So those are really some of the – some of the major categories. You could see – you could see others develop as we move through the rest of the year. Michael Lapides - Goldman Sachs & Co.: Got it. And can you quantify, is there a way to quantify how much incremental CapEx would likely come relative to kind of the movement of Northern Pass? Phil Lembo - Eversource Energy: What I can say is, we fully expect to replace the spending in terms of the detail level and number. I'll have to hold off on that, but the short answer is, we fully expect to have a good line of sight to replacing any movement of spending out of 2018. Michael Lapides - Goldman Sachs & Co.: Got it. Thank you, guys. Much appreciated. Jeffrey R. Kotkin - Eversource Energy: Thanks, Michael. Next question is from Shar Pourreza from Guggenheim. Good morning, Shar. Shahriar Pourreza - Guggenheim Securities LLC: Good morning, guys. Let me just touch real quick on Northern Pass, I mean obviously the Hydro-Québec is actively the competing proposal, and obviously, both lines have relatively strong attributes. Let me ask you, assuming that you don't win these RFPs, when you think about future opportunities, is there an opportunity to partner because most agree that TDI is not going away. And then the other question is, can you just touch a little bit on – you're committed to building the project whether or not you win the RFP. So how would that work sort of mechanically? Leon J. Olivier - Eversource Energy: Yes. A couple of things with regards to your question. On partnering obviously, we think we're quite good in partnering, because we had a lot of partners between Enbridge and HQ, and now DONG Energy, and so we think we're good in that. And should an opportunity to partner with these folks ever come up, we'll certainly consider that. That's not out of the question. But getting back to your second part of your question. Again, I think we'll win the RFP, the Massachusetts RFP, really because our sighting on both sides of the border is just about complete. The other projects we'll have to go, particularly those that interconnect with Canada have a two to three-year process, and which they're going to have to work through and whatever their state sighting processes are. Our engineering work and design is essentially completed. We have got our major contractors lined up, we have firm bids, we have firm place in the queues for manufacturing. And again, building these things poses a lot of risk unless you have the very best contractors, and we have those and particular with Quanta who has done a lot of work for us. And when you look at the, the Massachusetts RFP gives a special consideration for projects that are in service by the end of 2020, and just the fact that Northern Pass going into service, that have about 25% reduction in the electric sector Co2 emissions, so that we would be right where they need to be by the end of 2020. So it's got all the right attributes. And just to repeat what I said before, Shar we would – if for some reason we did not win this RFP, still we would sit down with our partners, HQ, assess where we are vis-à-vis the other states, and then make that decision to proceed. But I think both parties believe the project will get built for all of the reasons that I just covered. Shahriar Pourreza - Guggenheim Securities LLC: Got it. That's actually very helpful. Let me just, on Aquarion, I know in your prepared remarks you talked about the attribute. Again it's located and doing business kind of locally. Obviously areas around the New England, especially on the water infrastructure side are very prone for acquisitions on the Muni, especially like in states like New Jersey. So when you sort of think about growth opportunities around this business, is there an opportunity to grow outside of New England? So could we eventually see this entity start to acquire Munis in surrounding regions where you have similar legislation or are you pretty much focused on remaining within the New England region? Phil Lembo - Eversource Energy: Yeah. Yes, Shar. This is Phil. I think that - Shahriar Pourreza - Guggenheim Securities LLC: Hi Phil. Phil Lembo - Eversource Energy: How are you doing? So, first of all I'll say we're just starting our regulatory approval process. So our primary focus in the near term is to effectively move through those processes in the various states and get the approvals and move forward. Certainly you know, as we move forward into that business, we'd have to look at all the opportunities that present themselves, just like we do in all parts of our business, the projects that Lee has talked about, you have to look for those and you have to see what the opportunities are and move on then if they are in the best interest of the company. So, there's no reason to think we wouldn't do the same thing in all aspects of our business. So right now I'd say our focus is on getting the deal across the goal line in terms of the regulatory approvals, but in any aspect of what we look at, we're always looking for opportunities to grow the business, provide great service, produce returns for investors and results for customers that put us in the top quartile. Shahriar Pourreza - Guggenheim Securities LLC: Great. Thanks. Thanks, everyone. Have a really good morning. Leon J. Olivier - Eversource Energy: Thank you. Jeffrey R. Kotkin - Eversource Energy: Thanks, Shar. Next question this morning is from Steve Fleishman from Wolfe. Good morning, Steve. Steve Fleishman - Wolfe Research LLC: Hey, Jeff. Good morning. Sorry. It's been a distracting morning. So there's a little bit of repetition here. Just on – I saw some local stories where – does it look like the September 30 date is also going to delayed for approval in New Hampshire? Leon J. Olivier - Eversource Energy: Yeah. This is Lee. There is going to be a SEC preconference meeting, I think on the 9th of August that will look at the final phase of the hearings. It will be the third one and it will lay out the schedule to the end of the – end of the hearing process. So, right now, I don't have anything other than the end of September timeframe for you. I think all of our witnesses will be done in their testimony by the end of August. And then it becomes the witnesses – the interviewing as witnesses for cross-examination. Obviously, most of that gets done by us. We will determine who we want to cross and who we don't want to cross and how we optimize that schedule. And then it's really written briefs by all parties, and then there will be a deliberation by the SEC and that would be public deliberation and a decision would be made. There will be an oral decision, which will be followed up by a written decision that would be somewhere between 30 and 60 days. So all of that we believe still falls into the timeframe that basically says that we will have the final EIS, the record of decision from the DOE, the SEC decision, the Presidential Permit by the end of the year, all of that leads us for essentially third quarter 2020 completion of the build-out testing, the remainder of the year within surface (50:51) all of that supports. Steve Fleishman - Wolfe Research LLC: Okay. So, let's say, I just started, but just let's say the dates only get them on August 9th or extend it -if it – you're assuming you're going to have a final order in New Hampshire by year-end. So, we would have to kind of measure against that I guess? Leon J. Olivier - Eversource Energy: Yeah, yeah. And the ... Steve Fleishman - Wolfe Research LLC: Okay. Leon J. Olivier - Eversource Energy: ...and the other piece... Steve Fleishman - Wolfe Research LLC: And do you feel good? Yes. Leon J. Olivier - Eversource Energy: The other pieces fall right in place with that. Steve Fleishman - Wolfe Research LLC: Okay. And one question on the Northern Pass, kind of replacement capital that you say you'll come out with. Should we think of that as more moving forward capital that was in the plan and other businesses that was going to be in later years, moving that forward, or should we think about it as more actually just net new capital, new projects? Leon J. Olivier - Eversource Energy: Yes. I'd say, primarily for the most part, it will be new. So there could be some movement, but I would expect that that would be a smaller portion of it, primarily new. Steve Fleishman - Wolfe Research LLC: Okay. Okay. Thank you. Leon J. Olivier - Eversource Energy: Thanks, Steve. Jeffrey R. Kotkin - Eversource Energy: Thanks, Steve. Next question is from Caroline Bone from Deutsche Bank. Good morning, Caroline. Caroline V. Bone - Deutsche Bank Securities, Inc.: Hey. Good morning. Most of my questions have been answered. I just wanted to follow-up and I also – I feel like it's been a busy morning. So I apologize if I missed this earlier. The benefit you guys saw in Q2 from that renewable fund investment, is that something that we should expect to continue or is that just some sort of one-time gain? Can you just elaborate on that a bit more? Leon J. Olivier - Eversource Energy: Sure, Caroline. I wouldn't consider it a one-time gain. It's been something that's been in our portfolio for many years. I'd say what was unusual was the size of it was probably higher than had been the case in the past. So we don't expect it to be significant going forward. Caroline V. Bone - Deutsche Bank Securities, Inc.: Okay. All right. Thank you. Jeffrey R. Kotkin - Eversource Energy: All right. Thank you, Caroline. Next question is from Praful Mehta from Citi. Good morning, Praful. Praful Mehta - Citigroup Global Markets, Inc.: Hi. Thanks. So, actually I was struggling a little bit on the water side. You've talked about acquisitions as one possible opportunity to grow the water business. But if you're buying at multiples that are at the 25 times, 26 times or whatever the water business transactions get done. Where do you see the synergy or where do you see the value creation opportunity that would justify that kind of multiple? Leon J. Olivier - Eversource Energy: Yes Praful, as I said, in terms of the operations and the asset of Aquarion, they are a very well run, well respected organization, have a number one in JD Power scores for their category. We're focused on growing the business. So I think there are growth opportunities that do exist in the water business. As I said, the small distressed systems are a growth opportunity that, that currently exist. And we see, if you look at the water business in terms of the water business versus the generation business that we're exiting, as I said, you have a business there that has no growth and is declining vis-à-vis a business that you're replacing that with, that has some potentially significant growth opportunities as we move forward with aging infrastructure and the like. So, we see it as an excellent opportunity and certainly good strategic fit. Praful Mehta - Citigroup Global Markets, Inc.: Got you. Fair enough. And so, in terms of size going forward, what proportion should we think about? Is there a goal in terms of how much of a potential rate base or proportion of rate base of the consolidated business, you want the water business to be or should we look at it as a much smaller part of the whole business? Where do you see I guess the water business going longer term? Leon J. Olivier - Eversource Energy: Yes. Certainly, if you look at the size of the existing generation business, it's about 3%. If you look at the existing, if you just take Aquarion, it's probably in that same general ballpark. I can't give you a specific targeted number today. But certainly, we do expect that number to grow over time. Praful Mehta - Citigroup Global Markets, Inc.: Got you. Well, thank you guys. Jeffrey R. Kotkin - Eversource Energy: Thanks, Praful. Next question is from Travis Miller from MorningStar. Good morning, Travis. Travis Miller - Morningstar, Inc. (Research): Good morning, thank you. Just real quick, following up on Aquarion, I was wondering if you could discuss a little bit your regulatory goals, either through the approval process or in the subsequent one, two, three years in terms of things like allowed ROEs, cost riders, other cost recovery, just anything that comes to mind, things that were in your plan, in terms of making the acquisition? Leon J. Olivier - Eversource Energy: Sure, sure. Travis Miller - Morningstar, Inc. (Research): ...from a regulatory side. Leon J. Olivier - Eversource Energy: Absolutely, as I mentioned in my remarks, I'll focus on Connecticut because 90% of the business of Aquarion is in Connecticut. And I would consider certainly Connecticut as a state that we're familiar with, that Eversource and Aquarion obviously is very familiar with from there, from the years of dealing in the regulatory space there. The water regulation is constructive in Connecticut. There are trackers for infrastructure programs. This is a so-called Wicca program. That's not my Boston accent, that's actually Wicca and the decoupling programs, that just like the electric industry, that decouples usage from – from the bill distress system. If you buy distressed systems you're allowed to put that into rate base or get a higher ROE allowance. So, certainly the regulatory's framework is constructive. The ROE in the water business there is at least equal to or better than what we have in our electric and gas business in Connecticut. So, certainly – and then if you look at it, you really have, I think local ownership really means a lot, that if you look at the rationale for the sale of the company, it was strictly related to a fund that Macquarie had that was needed to be dissolved. And that could have gone in a lot of different directions. So having local ownership where we expect to keep the existing operations pretty much in place. As I said, we're not in the water business. They have a great track record for operation. So all those things I think will be favorable. Travis Miller - Morningstar, Inc. (Research): Okay. Great. I Appreciate it. Jeffrey R. Kotkin - Eversource Energy: Thanks, Travis. Next question is from Mike Weinstein from Credit Suisse. Michael Weinstein - Credit Suisse Securities (USA) LLC: Hi. guys. Hey just a couple of follow-ups. On Steve's question regarding delays and the possible approvals by September 30, let's say the final approvals don't come until January instead of December, the year end, like at what point does the project get moved into 2021 for completion? Like when is the last possible moment you can get the presidential permit to start construction and still remain on schedule for end of 2020? Leon J. Olivier - Eversource Energy: Yes. Steve this is Lee. Michael Weinstein - Credit Suisse Securities (USA) LLC: Mike... Leon J. Olivier - Eversource Energy: Mike, excuse me. Right now we have got our schedule set-up that we have all of our permits in hand, such that we can get ready to go for construction in the early part of the year and is there some slack in those schedules? Sure. As there on all schedules, and to the extent that if it did get late, would have to go back and would have to assess slack and any ways to optimize the schedule and we would have to make that call at that point in time. But we're really geared up to get all of these approvals by the end of the year, and that meets our schedule and service date in the third quarter of 2020. And we'll just have to assess that as we go. There is some slack in the schedule. Michael Weinstein - Credit Suisse Securities (USA) LLC: Okay. I guess, one thing I'd be concerned about is that the vendors might – if the delay is too long, the vendors might say, hey, no we have other customers that need this equipment. Leon J. Olivier - Eversource Energy: Yeah. No. That's a fair statement. Michael Weinstein - Credit Suisse Securities (USA) LLC: Yes. Leon J. Olivier - Eversource Energy: Because this equipment is in demand all over the world. Michael Weinstein - Credit Suisse Securities (USA) LLC: Right. Hey, a quick follow up on the one-time gain, that $0.04 gain in other income. Is that – was that part of the 2017 guidance? Is it – is this something that is an investment that you continue to payoff in future years or is this really just truly a one-time thing that was not included in the guidance? Leon J. Olivier - Eversource Energy: Yeah, Mike, it wasn't really – it's not a $0.04. It was really a couple of cents that was in the quarter. Michael Weinstein - Credit Suisse Securities (USA) LLC: Yeah. Leon J. Olivier - Eversource Energy: So the total change in that parent line was $0.03 to $0.04, but the incremental per share number related to that investment was just a couple of cents and really the reason it looks different is last year it was a $0.01 loss, this year it was a couple of cent gains. So it's a $0.03 swing. So it's in there – it's always in the guidance because we do have that investment and then, as I said, it generally is plus or minus a penny in that category. And I don't – it's not synonymous with, but we have other reconciliation items, I mentioned the transmission reconciliation. That's always in our guidance. That could go plus or minus. We have – we reconcile our energy efficiency programs, those could go plus or minus. So, it's really part of the ebb and flow. Michael Weinstein - Credit Suisse Securities (USA) LLC: Okay. And it's not, there isn't some ongoing $0.02? Leon J. Olivier - Eversource Energy: No. There was, the reason it was a little bit higher this year was, there was kind of a special contract that one of the investments had in 2016, that wasn't there the prior year. So, no, I would say it's not something that we would plan on going forward. Michael Weinstein - Credit Suisse Securities (USA) LLC: Okay. Also it sounds vaguely like there is some reserve of capital projects, that sits out there that? Leon J. Olivier - Eversource Energy: No, no. No. When you say reserve, what are you referring to Mike? Jeffrey R. Kotkin - Eversource Energy: Mike, you still there? Leon J. Olivier - Eversource Energy: Hello. Yeah. Jeffrey R. Kotkin - Eversource Energy: Yes. So I think.... Leon J. Olivier - Eversource Energy: All right. Maybe I'll move onto that... Jeffrey R. Kotkin - Eversource Energy: Oh, I'm sorry. Let's take the offline. (62:17) Can you just repeat the question, I think you may have gone on mute. Michael Weinstein - Credit Suisse Securities (USA) LLC: Oh. I'm sorry about that. Yes, I'm just wondering, it sounds like there is a reserve of capital projects that sit out there, that could be brought in to bear, when there is a delay in other projects. I know there is things being spent when projects are higher priority now, like they were in the past. You put off other things and those things can be brought forward, and brought into the plan, when there are delays. So, is this something that – should be we expecting a big increase in the capital program at EEI this year? Leon J. Olivier - Eversource Energy: Well, again, we do announce the capital in our guidance in the February time period, but just like I think any effective financial and business planning operation, we don't just do it one time a year. We're continuously looking at what are our needs for our customers? What do we have on the schedule? Sometimes a project gets a little bit delayed in citing, but another project has progressed faster than we thought. So, we're not creating new activities to do. We're developing a capital program that is responsive to the needs of the region in terms of reliability or it's responsive to our customers. We're putting capital and our O&M is all directed at providing great customer service, top tier reliability, those types of things. So, but there is an ebb and flow in projects, and we don't just look at them once a year. So there are projects that do move. Some move faster so you can advance them, some move slower so they have to go into another year. But there's not a reserve out there, that we're picking from. Jeffrey R. Kotkin - Eversource Energy: Mike you, I think we've lost you again. Are you still there? Okay. All right. Let's move on to, I think the last question today, Joe Jiu from Avon (64:14). Joe, are you there?

Actually, it's Andy. How are you guys doing? Leon J. Olivier - Eversource Energy: Hi Andy. How are you doing?

I'm doing well. Just one last question on Northern Pass. Did you guys ever talked about it, because I guess through the RFP you're saying or just in general that you have 60 miles of undergrounding budgeted, is that correct? Leon J. Olivier - Eversource Energy: Yes.

Right. And then, once the Site Evaluation Committee comes out with their final ruling sometime this year, is there like a number or meaning CapEx wise or mileage wise on the undergrounding that's kind of make or break? Leon J. Olivier - Eversource Energy: Andy, this is Lee. I guess, you could say that, obviously by the nature of this process, it's a competitive process and really don't disclose all the parts and pieces of the cost. I – as I said earlier, we have now firm contracts and places in the queue. Important to note that the department of transportation has accepted our plan for undergrounding. The department of environmental services has accepted the project as is – as designed and so those are the two key agencies in New Hampshire that issue the reports around the viability of the design. And so we're quite confident in that design and we don't believe that in any way there is a justification to do more than 60 miles. So we think in and of itself, we're in a good place.

I understand that, but I'm just saying is there a – I guess, what – the point your making just before I ask my question is that based on those two agencies you don't think the SEC is going to ask you to underground more? Is that your point? Leon J. Olivier - Eversource Energy: I can't speak for the – for the SEC obviously. The agencies, there is members of – the heads of those agencies sit on the SEC, and the agencies themselves have provided final supporting reports that support the design as is, but clearly the SEC members vote independently.

Okay. And but is there – but I guess because of competitive reasons you're not going to kind of put out a number or mileage number or anything like that, that would make you or HQ feel uncomfortable to move ahead? Leon J. Olivier - Eversource Energy: Yes.

Beyond the 60 miles that have been stated already. Leon J. Olivier - Eversource Energy: Yeah. I think that's fair to say, Andy.

Okay. That's fair. And then – just as far as how that relates to Massachusetts RFP, because I'm not that familiar with the process. So when you bid into the RFP, the amount of undergrounding, is that part of the kind of the economics of the bid or not? Leon J. Olivier - Eversource Energy: No. No, actually it isn't. You're basically going to bid a project and that has a number of attributes. Clearly it's going to be the cost of the project, it's going to be the deleverage cost per megawatt hour of the project and the energy, right. So you end up with a total cost and that has to be competitive. It's going to be – does the owners have site control, do they have the requisite experience in building these, do they have the financial ability to do it. How much risk are the developers asking to be placed on the EDC customers and so forth. And exactly when will it be in schedule, what are the attributes, the operational attributes in terms of things like deliverability, the voltage and so forth, does it have black start capability which Hydro does. Does it have the ISO-New England approval? So, they're going to look at all of those things and they'll have a grading process of approximately 100 points and they will score each project in accordance with that grading process.

Okay. I understand. So really in a sense the undergrounding affects the economics of the program, but it's really more for you guys relative to what it's going to cost the rate payer or the customer or the consumer to this Massachusetts RFP? Leon J. Olivier - Eversource Energy: Yes. That's true, Andy.

Okay, great. Thank you, guys. Leon J. Olivier - Eversource Energy: All right. Thank you, Andy. Jeffrey R. Kotkin - Eversource Energy: That's the last. I think some folks have already moved on to the 10 o'clock calls. Thanks for joining us this morning and please call me, if you have any follow-up questions.

Thank you. Ladies and gentlemen, this concludes today's conference. Thank you for participating. You may now disconnect.