What changed in this filing

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Item 9A. Controls and Procedures

2025-02-14 compared with 2024-02-14 · 44 added, 42 removed, 496 unchanged (15% of the section changed)

69 unchanged sentences

All Other Fees (3)

1,914 163,822

TOTAL $ 7,454,414 $ 7,070,914

(1) Audit Fees consisted of fees related to the audits of financial statements of Eversource Energy and its subsidiaries in the Annual Report on Form 10-K, reviews of financial statements in the Combined Quarterly reports on Form 10-Q of Eversource Energy and its subsidiaries, consultations with management, regulatory and compliance filings, system conversion quality assurance, out of pocket expenses, and audits of internal controls over financial reporting for the years ended December 31, 2024 and 2023.

(2) Audit Related Fees were incurred for procedures performed in the ordinary course of business in support of certain regulatory filings, comfort letters, consents, and other costs related to registration statements and financials for the years ended December 31, 2023 and 2022.

Audit Related Fees for the year ended 2022 also included Eversource’s ATM equity offering program.

(2) Audit Related Fees were incurred for procedures performed in the ordinary course of business in support of Eversource’s ATM equity offering program, certain regulatory filings, comfort letters, consents, and other costs related to registration statements and financials for the years ended December 31, 2024 and 2023.

(3) All Other Fees for the years ended December 31, 2024 and 2023 related to an annual license for access to an accounting standards research tool.

All Other Fees for the year ended December 31, 2022 also related to a system pre-implementation control review and an executive training program.

The Audit Committee pre-approves all auditing services and permitted audit-related or other services (including the fees and terms thereof) to be performed for us by our independent registered public accounting firm, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Securities Exchange Act of 1934, which are approved by the Audit Committee prior to the completion of the audit.

All Other Fees for the year ended December 31, 2024 also related to a system pre-implementation control review.

Section 10A(i)(1)(B) of the Securities Exchange Act of 1934, which are approved by the Audit Committee prior to the completion of the audit.

The Audit Committee may form and delegate its authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittees to grant pre-approvals are presented to the full Audit Committee at its next scheduled meeting.

27 unchanged sentences

Notes Receivable from Subsidiaries 2,051,400 2,045,570

Prepayments and Other Current Assets 103,735 23,597

Prepayments and Other Current Assets, Including Assets Held for Sale 96,313 103,735

Total Current Assets 2,249,116 2,210,038

4 unchanged sentences

Goodwill 3,231,811 3,852,524

Long-Term Assets Held for Sale 335,393 —

Other Long-Term Assets 24,582 28,287

10 unchanged sentences

Deferred Credits and Other Liabilities:

Accumulated Deferred Income Taxes — 8,498

Long-Term Liabilities Held for Sale 15,028 —

Other Long-Term Liabilities 137,656 134,432

9 unchanged sentences

Total Liabilities and Capitalization $ 28,331,335 $ 26,375,292

See the Combined Notes to Financial Statements in this Annual Report on Form 10-K for a description of significant accounting matters related to Eversource parent, including Eversource common shares information as described in Note 18, "Common Shares," material obligations and guarantees as described in Note 13, "Commitments and Contingencies," and debt agreements as described in Note 8, "Short-Term Debt," and Note 9, "Long-Term Debt."

See the Combined Notes to Financial Statements in this Annual Report on Form 10-K for a description of significant accounting matters related to Eversource parent, including the pending sale of Aquarion as described in Note 24, “Assets Held for Sale,” Eversource common shares information as described in Note 18, "Common Shares," material obligations and guarantees as described in Note 13, "Commitments and Contingencies," and debt agreements as described in Note 8, "Short-Term Debt," and Note 9, "Long-Term Debt."

EVERSOURCE ENERGY (PARENT)

FINANCIAL INFORMATION OF REGISTRANT

STATEMENTS OF (LOSS)/INCOME

STATEMENTS OF INCOME/(LOSS)

FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022

4 unchanged sentences

Other 20 12,769 26,708

Loss on Pending Sale of Aquarion 297,000 — —

Total Operating Expenses 297,020 12,769 26,708

Operating Loss ( 292,578 ) ( 11,929 ) ( 26,708 )

1 unchanged sentence

Other Income, Net:

Equity in (Losses)/Earnings of Subsidiaries ( 312,040 ) 1,565,474 1,345,199

Equity in Earnings/(Losses) of Subsidiaries 1,359,297 ( 312,040 ) 1,565,474

Other, Net 214,444 188,003 79,383

Other (Loss)/Income, Net ( 124,037 ) 1,644,857 1,393,001

(Loss)/Income Before Income Tax Benefit ( 533,247 ) 1,380,376 1,186,340

Other Income/(Loss), Net 1,573,741 ( 124,037 ) 1,644,857

Income/(Loss) Before Income Tax Benefit 731,652 ( 533,247 ) 1,380,376

Income Tax Benefit ( 80,001 ) ( 91,007 ) ( 24,499 )

Net (Loss)/Income $ ( 442,240 ) $ 1,404,875 $ 1,220,527

Basic (Loss)/Earnings per Common Share $ ( 1.27 ) $ 4.05 $ 3.55

Diluted (Loss)/Earnings per Common Share $ ( 1.26 ) $ 4.05 $ 3.54

Net Income/(Loss) $ 811,653 $ ( 442,240 ) $ 1,404,875

Basic Earnings/(Loss) per Common Share $ 2.27 $ ( 1.27 ) $ 4.05

Diluted Earnings/(Loss) per Common Share $ 2.27 $ ( 1.26 ) $ 4.05

Weighted Average Common Shares Outstanding:

1 unchanged sentence

Diluted 357,779,408 349,840,481 347,246,768

STATEMENTS OF COMPREHENSIVE (LOSS)/INCOME

STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

(Thousands of Dollars) 2024 2023 2022

Net (Loss)/Income $ ( 442,240 ) $ 1,404,875 $ 1,220,527

Net Income/(Loss) $ 811,653 $ ( 442,240 ) $ 1,404,875

Other Comprehensive Income, Net of Tax:

3 unchanged sentences

Other Comprehensive Income, Net of Tax 7,265 5,684 2,854

Comprehensive (Loss)/Income $ ( 436,556 ) $ 1,407,729 $ 1,254,663

Comprehensive Income/(Loss) $ 818,918 $ ( 436,556 ) $ 1,407,729

EVERSOURCE ENERGY (PARENT)

5 unchanged sentences

Operating Activities:

Net (Loss)/Income $ ( 442,240 ) $ 1,404,875 $ 1,220,527

Net Income/(Loss) $ 811,653 $ ( 442,240 ) $ 1,404,875

Adjustments to Reconcile Net Income to Net Cash Flows Provided by Operating Activities:

Equity in Losses/(Earnings) of Subsidiaries 312,040 ( 1,565,474 ) ( 1,345,199 )

Equity in (Earnings)/Losses of Subsidiaries ( 1,359,297 ) 312,040 ( 1,565,474 )

Cash Dividends Received from Subsidiaries 1,273,700 1,027,400 855,600

Deferred Income Taxes ( 99,692 ) ( 22,256 ) 25,823

Loss on Pending Sale of Aquarion 297,000 — —

Other 57,469 ( 12,834 ) 26,455

8 unchanged sentences

Return of Capital from Subsidiaries 17,000 438,000 12,000

Increase in Notes Receivable from Subsidiaries ( 1,578,100 ) ( 724,400 ) ( 140,200 )

Increase/(Decrease) in Notes Receivable from Subsidiaries 201,500 ( 1,578,100 ) ( 724,400 )

Other Investing Activities — 147,567 ( 1,289 )

5 unchanged sentences

Retirement of Long-Term Debt ( 1,350,000 ) ( 1,200,000 ) ( 750,000 )

Increase in Notes Payable 329,705 99,250 288,625

(Decrease)/Increase in Notes Payable ( 233,894 ) 329,705 99,250

Other Financing Activities ( 24,539 ) ( 13,076 ) ( 19,193 )

Net Cash Flows Provided by Financing Activities 779,526 1,547,634 1,467,082

Net (Decrease)/Increase in Cash and Restricted Cash ( 432 ) 821 ( 208 )

Net Increase/(Decrease) in Cash and Restricted Cash 541 ( 432 ) 821

Cash and Restricted Cash - Beginning of Year 615 1,047 226

4 unchanged sentences

Income Taxes $ 443 $ 23,984 $ ( 20,992 )

EVERSOURCE ENERGY AND SUBSIDIARIES

49 unchanged sentences

4.1 Indenture between Eversource Energy and The Bank of New York as Trustee dated as of April 1, 2002 (Exhibit A-3, Eversource Energy 35-CERT filed April 16, 2002, File No.

4.1.1 Sixth Supplemental Indenture between Eversource Energy and The Bank of New York Trust Company N.A., as Trustee, dated as of January 1, 2015, relating to $300 million of Senior Notes, Series H, due 2025 (Exhibit 4.1, Eversource Energy Current Report on Form 8-K filed January 21, 2015, File No.

4.1.1 Seventh Supplemental Indenture between Eversource Energy and The Bank of New York Trust Company N.A., as Trustee, dated as of March 7, 2016, relating to $250 million of Senior Notes, Series J, due 2026 (Exhibit 4.1, Eversource Energy Current Report on Form 8-K filed March 15, 2016, File No.

4.1.3 Ninth Supplemental Indenture between Eversource Energy and The Bank of New York Trust Company N.A., as Trustee, dated as of October 1, 2017, relating to $450 million of Senior Notes, Series K, due 2022 and $450 million of Senior Notes, Series L, due 2024 (Exhibit 4.1, Eversource Energy Current Report on Form 8-K filed October 12, 2017, File No.

4.1.2 Tenth Supplemental Indenture between Eversource Energy and The Bank of New York Trust Company N.A., as Trustee, dated as of January 1, 2018, relating to $450 million of Senior Notes, Series M, Due 2028 (Exhibit 4.1, Eversource Energy Current Report on Form 8-K filed January 12, 2018, File No.

10 unchanged sentences

4.1.13 Twenty-First Supplemental Indenture between Eversource Energy and The Bank of New York Trust Company N.A., as Trustee, dated as of January 1, 2024, relating to $350 million aggregate principal amount of Senior Notes, Series DD, Due 2027 and $650 million aggregate principal amount of Senior Notes, Series EE, Due 2034 ( Exhibit 4.1, Eversource Energy Current Report on Form 8-K filed January 19, 2024, File No.

4.1.14 Twenty-Second Supplemental Indenture between Eversource Energy and The Bank of New York Trust Company N.A., as Trustee, dated as of April 1, 2024, relating to $700 million aggregate principal amount of Senior Notes, Series FF, Due 2031 and $700 million aggregate principal amount of Senior Notes, Series GG, Due 2034 ( Exhibit 4.1, Eversource Energy Current Report on Form 8-K filed April 18, 2024, File No.

4.2 Eversource Energy Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (Exhibit 4.3, Eversource Energy Annual Report on Form 10-K filed February 27, 2020, File No.

1 unchanged sentence

4.1 Indenture of Mortgage and Deed of Trust between CL&P and Bankers Trust Company, Trustee, dated as of May 1, 1921 (Composite including all twenty-four amendments to May 1, 1967) (Exhibit 4.1, 2017 Eversource 10-K filed on February 26, 2018)

4.1.1 Series D Supplemental Indentures to the Composite May 1, 1921 Indenture of Mortgage and Deed of Trust between CL&P and Bankers Trust Company, dated as of October 1, 1994 (Exhibit 4.2.16, 1994 CL&P Form 10-K filed March 27, 1995, File No.

4.1.1 Series B Supplemental Indenture between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of September 1, 2004 (Exhibit 99.5, CL&P Current Report on Form 8-K filed September 22, 2004, File No.

17 unchanged sentences

4.2.17 Supplemental Indenture (2024 Series A Bonds) between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of January 1, 2024 ( Exhibit 4.1, CL&P Current Report on Form 8-K filed on January 23, 2024, File No.

4.2.18 Supplemental Indenture (2024 Series B Bonds) between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of August 1, 2024 ( Exhibit 4.1, CL&P Current Report on Form 8-K filed on August 13, 2024, File No.

4.2.19 Supplemental Indenture (2025 Series A Bonds) between CL&P and Deutsche Bank Trust Company Americas, as Trustee dated as of January 1, 2025 (Exhibit 4.1, CL&P Current Report on Form 8-K filed on January 13, 2025, File No.

4.3 CL&P Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (Exhibit 4.4, Eversource Energy Annual Report on Form 10-K filed February 27, 2020, File No.

6 unchanged sentences

4.1.5 A Form of 2.70% Debenture due 2026 (Exhibit 4, NSTAR Electric Company Current Report on Form 8-K filed on May, 31, 2016, File No.

4.1.6 Form of 3.20% Debenture due May 15, 2027 (Exhibit 4, NSTAR Electric Company Current Report on Form 8-K/A filed on October 12, 2017 File No.

4.1.6 Form of 3.20% Debenture due May 15, 2027 ( Exhibit 4, NSTAR Electric Company Current Report on Form 8-K filed on May 18, 2017 File No.

4.1.7 Form of 3.25% Debenture due May 15, 2029 (Exhibit 4, NSTAR Electric Company Current Report on Form 8-K filed on May 23, 2019, File No.

4.1.8 Form of 3.95% Debenture due April 1, 2030 (Exhibit 4, NSTAR Electric Company Current Report on Form 8-K filed on March 26, 2020, File No.

4 unchanged sentences

4.1.13 Form of 5.60% Debenture due October 1, 2028 ( Exhibit 4.1, NSTAR Electric Company Current Report on Form 8-K filed on September 25, 2023, File No.

4.1.14 Form of 5.40% Debenture due 2034 ( Exhibit 4.1, NSTAR Electric Company Current Report on Form 8‑K filed on May 22, 2024, File No.

4.2 Second Amended and Restated Credit Agreement, dated as of October 15, 2021, by and among NSTAR Electric Company and the Banks named therein, pursuant to which Barclays Bank PLC serves as Administrative Agent and Swing Line Lender ( Exhibit 10.13, 2021 Eversource Form 10-K filed on February 17, 2022 )

4.2.1 First Amendment to Second Amended and Restated Credit Agreement and Extension Agreement, dated October 17, 2022, by and between NSTAR Electric Company and the Banks named therein, pursuant to which Barclays Bank PLC serves as Administrative Agent and Swing Line Lender ( Exhibit 4.1, Eversource Form 10-Q filed on November 4, 2022 )

4.2.2 Second Amendment to Second Amended and Restated Credit Agreement, dated October 11, 2024, by and between NSTAR Electric Company and the Banks named therein, pursuant to which Barclays Bank PLC serves as Administrative Agent and Swing Line Lender ( Exhibit 4, Eversource Form 10-Q filed on November 6, 2024 )

4.3 Indenture between NSTAR Electric Company, as successor to Western Massachusetts Electric Company (WMECO), and The Bank of New York, as Trustee, dated as of September 1, 2003 (Exhibit 99.2, WMECO Current Report on Form 8-K filed October 8, 2003, File No.

16 unchanged sentences

Bank Trust Company, National Association, as Trustee dated as of September 1, 2023 ( Exhibit 4.1, PSNH Current Report on Form 8-K filed on September 25, 2023 (File No.

4.1.7 Twenty-Seventh Supplemental Indenture, between PSNH and U.S.

Bank Trust Company, National Association, as Trustee dated as of April 1, 2024 ( Exhibit 4.3, PSNH Current Report on Form 8-K filed on April 1, 2024 (File No.

4.2 Series A Loan and Trust Agreement among Business Finance Authority of the State of New Hampshire and PSNH and State Street Bank and Trust Company, as Trustee (Tax Exempt Pollution Control Bonds) dated as of October 1, 2001 (Exhibit 4.3.4, 2001 Eversource Energy Form 10-K filed March 22, 2002, File No.

5 unchanged sentences

4.1.2 Second Amendment to Second Amended and Restated Credit Agreement and Extension Agreement, dated November 29, 2023, by and among Eversource, Aquarion Water Company of Connecticut, NSTAR Gas, CL&P, PSNH, Yankee Gas and EGMA and the Banks named therein, pursuant to which Bank of America, N.A.

serves as Administrative Agent and Swing Line Lender.

serves as Administrative Agent and Swing Line Lender ( Exhibit 4.1.2, Eversource Form 10-K filed on February 14, 2024 )

4.1.3 Third Amendment to Second Amended and Restated Credit Agreement, dated October 11, 2024, by

and among Eversource Energy, Aquarion Water Company of Connecticut, NSTAR Gas Company, The Connecticut Light and Power Company, Public Service Company of New Hampshire, Yankee Gas Services Company and Eversource Gas Company of Massachusetts and the Banks named therein, pursuant to which Bank of America, N.A.

serves as Administrative Agent and Swing Line Lender ( Exhibit 4, Eversource Form 10-Q filed on November 6, 2024 )

Material Contracts

2 unchanged sentences

*+10.2 Eversource Energy Board of Trustees’ Compensation Arrangement Summary

+10.3 Eversource Supplemental Executive Retirement Program effective as of January 1, 2015 (Exhibit 10.5, 2015 Eversource Energy Form 10-K filed February 26, 2016, File No.

+10.3 Eversource Supplemental Executive Retirement Program, as amended to include the Eversource Supplemental Cash Balance Pension Plan, effective January 1, 2025 (Exhibit 10.

1 , 2015 Eversource Energy Form 8 -K filed December 6, 2024 , File No.

+10.4 Eversource Energy Deferred Compensation Plan for Executives effective as of January 1, 2014 (Exhibit 10.6, 2015 Eversource Energy Form 10-K filed February 26, 2016, File No.

5 unchanged sentences

+10.7 Amended and Restated Change in Control Agreement by and between Senior Vice President and NSTAR, dated November 15, 2007 (Exhibit 10.15, 2007 NSTAR Form 10-K filed February 11, 2008, File No.

+10.8 Master Trust Agreement between NSTAR and State Street Bank and Trust Company (Rabbi Trust), effective August 25, 1999 (Exhibit 10.5, NSTAR Form 10-Q for the Quarter Ended September 30, 2000 filed November 14, 2000, File No.

+10.9 Currently effective Change in Control Agreement between NSTAR’s Vice Presidents and NSTAR (in form) (Exhibit 10.17, 2009 NSTAR Form 10-K filed February 25, 2010, File No.

(B) Eversource Energy, The Connecticut Light and Power Company, NSTAR Electric Company and Public Service Company of New Hampshire

11 unchanged sentences

+10.6.2 Second Amendment to Trust Under Supplemental Executive Retirement Plan, effective as of November 12, 2008 (Exhibit 10.12.2, 2008 Eversource Energy Form 10-K filed February 27, 2009, File No.

+10.7 Special Severance Program for Officers of Eversource Energy Companies as of January 1, 2009 (Exhibit 10.2 Eversource Energy Form 10-Q for Quarter Ended September 30, 2008 filed November 10, 2008, File No.

+10.7 Amended and Restated Employment Agreement with Gregory B.

32 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*97 C lawba ck Policy

*97 Clawback Policy

*101.INS Inline XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document

28 unchanged sentences

Cleveland Trustee February 14, 2025

/s/ Francis A.

Doyle Trustee February 14, 2024

/s/ Linda Dorcena Forry Trustee February 14, 2025

2 unchanged sentences

Jones Trustee February 14, 2025

Signature Title Date

/s/ Loretta D.

Keane Trustee February 14, 2025

Signature Title Date

Kim Trustee February 14, 2025

/s/ Kenneth R.

Leibler Trustee February 14, 2024

Long Trustee February 14, 2025

1 unchanged sentence

Nova Trustee February 14, 2025

/s/ William C.

Van Faasen Trustee February 14, 2024

/s/ Frederica M.

81 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures