Eversource Energy (ES) 10-K risk factor changes: FY2023 vs FY2022

We maintain cyber insurance to cover [removed: damages] [added: damages, potential ransom] and defense costs related to breaches of networks or operational technology, but it may be insufficient in limits and coverage exclusions to cover all losses.

The unauthorized access to, and the misappropriation of, confidential and proprietary [added: Company,] customer, employee, financial or system operating information could adversely affect our business operations and adversely impact our reputation.

In the regular course of business, we, and our third-party suppliers, rely on information technology to maintain sensitive [added: Company,] customer, employee, financial and system operating information.

Cyber intrusions, security breaches, theft or loss of this information by cybercrime or otherwise could lead to the release of critical operating information or confidential [added: Company,] customer or employee information, which could adversely affect our business operations or adversely impact our reputation, and could result in significant costs, fines and litigation.

We maintain cyber insurance to cover [removed: damages] [added: damages, potential ransom] and defense costs arising from unauthorized disclosure of, or failure to protect, private information, as well as costs for notification to, or for credit monitoring of, customers, employees and other persons in the event of a breach of private information.

Strategic development [removed: opportunities associated with offshore wind] or investment opportunities in electric transmission, distributed generation, or clean-energy [removed: opportunities] [added: technologies] may not be successful, [removed: and projects may not commence operation as scheduled or within budget, or be completed,] which could have a material adverse effect on our business prospects.

We are pursuing [removed: broader strategic development] investment opportunities [removed: that will benefit the Northeast region related to the development, construction and operation of offshore wind electric generation facilities, and investment opportunities] in electric transmission facilities, distributed generation and other clean-energy [removed: infrastructure.][added: infrastructure, including interconnection facilities.]

The development [removed: and construction] of [added: these] projects [removed: selected for construction involves] [added: involve] numerous significant risks including [added: federal, state and local permitting and regulatory approval processes,] scheduling [added: or permitting] delays, increased costs, tax strategies and changes to federal tax laws, [removed: federal, state and local permitting and regulatory approval processes, specifically BOEM’s approval processes,] new legislation impacting the industry, [removed: future legislative or regulatory actions that could result in these projects not being probable of entering the construction phase,] economic events or factors, environmental and community concerns, design and siting issues, difficulties in obtaining required rights of way, [added: and] competition [added: from incumbent utilities and other entities.]

Also, supply constraints in New England [removed: are leading] [added: have led] to [removed: historic] [added: significant] increases in [removed: fuel and] commodity costs which may impact our ability to accomplish our strategic objectives.

[removed: Our offshore wind partnership’s ability to generate returns from its] [added: Operational risks of these] offshore wind [removed: projects will depend on meeting construction schedules, controlling project costs,] [added: electric generation facilities include] maintaining continuing interconnection arrangements, power purchase agreements, or other market [removed: mechanisms] [added: mechanisms,] as well as interconnecting utility and Regional Transmission Organizations rules, policies, procedures and FERC tariffs that permit future offshore wind project [removed: operations.][added: operations, and capacity factors once projects are placed in operation.]

If significant difficulties in the global supply chain cycle or inflationary impacts were to [removed: continue or] worsen, they could adversely affect our results of operations, or adversely affect our ability to work with regulators, unions, customers or employees.

Our transmission and distribution businesses face several operational risks, including the breakdown, failure of, or damage to operating equipment, information technology systems, or processes, especially due to age; labor disputes; disruptions in the delivery of electricity, natural gas and water; increased capital expenditure requirements, including those due to environmental regulation; catastrophic events [added: resulting from equipment failures] such as [removed: fires,] [added: wildfires and] explosions, [added: or external events such as] a solar event, an electromagnetic event, or other similar occurrences; increasingly severe weather conditions due to climate change beyond equipment and plant design capacity; human error; global supply chain disruptions; and potential claims for property damage or personal injuries beyond the scope of our insurance coverage.

However, if the in-service date for one or more of these projects is delayed due to economic events or factors, or regulatory or other delays, [added: including permitting and siting,] the risk of failures in the electric transmission system may increase.

Severe [removed: weather,] [added: weather induced by climate change,] such as [added: extreme and frequent] ice and snow storms, tornadoes, micro-bursts, hurricanes, floods, droughts, [added: wildfires,] and other natural disasters, may cause outages and property damage, which may require us to incur additional costs that may not be recoverable from customers.

If, upon review, any of our state regulatory authorities finds that our actions were imprudent, some of those restoration costs may not be recoverable from [removed: customers,] [added: customers] and could result in penalties or fines.

Our water supplies, including water provided to our customers, are also subject to possible contamination from naturally occurring compounds [added: and elements] or [removed: man-made substances.][added: non-organic substances, including PFAS and lead.]

[added: Any losses or liabilities incurred due to a failure of one of our] dams may not be recoverable in rates and may have a material adverse effect on our financial position, results of operations and cash flows.

The rates that our electric, natural gas and water companies charge their customers are determined by their state regulatory [removed: commissions and by the FERC.][added: commissions.]

The FERC [removed: also] regulates the transmission of electric energy, the sale of electric energy at wholesale, accounting, issuance of certain securities and certain other matters, including reliability standards through the NERC.

Each of these companies prepares and submits periodic rate filings with their respective [added: state] regulatory commissions for review and approval, which allows for various entities to challenge our current or future rates, structures or mechanisms and could alter or limit the rates we are allowed to charge our customers.

The ultimate outcome and timing of regulatory rate [removed: proceedings] [added: proceedings,] or challenges to certain provisions in our distribution tariffs could have a significant effect on our ability to recover costs or earn an adequate return.

The federal, state and local political and economic environment [removed: has had,] [added: currently has,] and may in the future have, an adverse effect on regulatory decisions with negative consequences for us.

If FERC changes [removed: their methodologies] [added: its methodology] on developing [removed: ROEs] [added: ROEs,] there could be a negative impact on our results of operations and cash flows.

Additionally, certain outside parties have filed four complaints against [removed: all] [added: transmission-owning] electric companies [removed: under the jurisdiction of] [added: within] ISO-NE alleging that our allowed ROEs are unjust and unreasonable.

Changes in tax laws, [removed: including the Inflation Reduction Act (IRA) of 2022,] as well as the potential tax effects of business decisions could negatively impact our business, results of [removed: operations (including our expected project returns from our planned offshore wind facilities),] [added: operations,] financial condition and cash flows.

Due to a variety of factors, including the inflationary economic environment, [removed: conflict in Russia and Ukraine,] [added: geo-political conflicts,] and increased customer energy demand, the cost of energy supply in New England [removed: has significantly increased.][added: remains high.]

We also may be required to implement rolling blackouts by [removed: ISO-New England,] [added: ISO-NE,] the region’s independent grid operator if enough capacity is not available in the area to meet peak demand needs.

The significant supply cost increases, as well as any failure to meet customer energy requirements, could negatively impact the satisfaction of our customers and our customers’ ability to pay their utility [removed: bill,] [added: bills,] which could have an adverse impact on our business, reputation, financial position, results of operations and cash flows.

We are unable to predict future legislative or regulatory changes, initiatives or [removed: interpretations,] [added: interpretations or other legal proceedings,] and there can be no assurance that we will be able to respond adequately [removed: or sufficiently quickly] to such actions.

Our [removed: subsidiaries'] [added: subsidiaries’] operations are subject to extensive and increasing federal, state and local environmental statutes, rules and regulations that govern, among other things, water [removed: quality,] [added: quality (including treatment of PFAS (Per- and Polyfluoroalkyl Substances) and lead),] water discharges, the management of hazardous material and solid waste, and air emissions.

For further information, see Item 1, *Business* [removed: -] [added: –] *Other Regulatory and Environmental Matters*, included in this Annual Report on Form 10-K.

[removed: Our goodwill is recorded at an amount that,] [added: Goodwill, investments in equity method investments, and long-lived assets] if impaired and written down, could adversely affect our future operating results and total capitalization.

We have a significant amount of goodwill on our consolidated balance sheet, which, as of December 31, [removed: 2022,] [added: 2023,] totaled [removed: $4.52] [added: $4.53] billion.

Cybersecurity Threats and Attacks:

Various geo-political conflicts and acts of war around the world continue to result in increased cyberattacks against critical infrastructure.

For further information, see Item 1C, *Cybersecurity* included in this Annual Report on Form 10-K.

Offshore Wind Business Risk:

Our financial position and future results could be materially adversely affected if we are unable to sell our 50 percent interests in three offshore wind projects on the timelines, terms and pricing we expect, if we and the counterparties are unable to satisfy all closing conditions and consummate the purchase and sale transactions with respect to our offshore wind assets, if Sunrise Wind does not win in the OREC contract solicitation process, if we are unable to qualify for investment tax credits related to these projects, if we experience variability in the projected construction costs of the offshore wind projects, if there is a deterioration of market conditions in the offshore wind industry, and if the projects do not commence operation as scheduled or within budget or are not completed.

Our offshore wind business includes 50 percent ownership interests in three jointly-owned offshore wind projects being developed and constructed.

The development and construction of these offshore wind electric generation facilities involves numerous significant risks including meeting construction schedules, federal, state and local permitting and regulatory approval processes, scheduling or permitting delays, cost overruns, higher interest rates, tax strategies and changes to federal tax laws impacting the offshore wind partnership’s ability to monetize tax attributes, new legislation impacting the industry, the cancellation of any projects, and actions of our strategic partner.

These risks could impact our offshore wind partnership’s ability to generate returns from its offshore wind projects and result in lower investment returns.

We have entered into agreements to sell our interest in the three offshore wind projects, however we may be unable to complete the sales of these projects on the timelines and for the sales value we expect.

If the ultimate sales value of our interest in these projects is lower than expected, or we are unable to sell our interests, it could have an adverse effect on our financial condition and results of operations.

The sales agreements are subject to certain regulatory approvals as well as other conditions, and we may be unable to satisfy all closing conditions necessary to consummate the purchase and sale transactions.

The purchaser of the Revolution Wind and South Fork Wind projects may be unable to reach a partnership agreement with Ørsted, which is a condition of closing that transaction.

The sale of the Sunrise Wind project to Ørsted is dependent on the successful outcome of Sunrise Wind’s re-bidding process of its OREC contract in the New York solicitation.

If Sunrise Wind were to lose to a competing bid in the New York solicitation, then the existing OREC contract for Sunrise Wind will be cancelled according to the state’s requirements, and Eversource and Ørsted’s joint venture for Sunrise Wind will remain in place.

That scenario could adversely impact the ability to sell the Sunrise Wind project in the future, and could result in the project to be abandoned.

If the Sunrise Wind project were to be abandoned, there would be cancellation and other abandonment costs incurred, and those costs could be above amounts already assumed in our impairment evaluation and reflected in the current fair value on our balance sheet, which could have an adverse effect on our financial condition and results of operations.

Future cash flows resulting from the expected sales are also impacted by the ability to qualify the Revolution Wind project for investment tax credit adders, as included in the Inflation Reduction Act.

Evaluating the project’s qualifications to achieve these investment tax credit adders requires significant judgment, and we may be unable to meet these qualifications.

Additionally, for Revolution Wind and South Fork Wind, there could be cost overruns on the projects through each project's respective commercial operation date, which would not be recovered in the expected sales price and other potential future payments to maintain transaction economics required of Eversource.

Amounts incurred above those that have already been assumed in our impairment evaluation and reflected in the current fair value on our balance sheet would adversely impact our financial position, results of operations and cash flows.

These risks could adversely affect the ultimate value of the wind projects and result in an additional, significant impairment in a future period, which could have a material adverse effect on our financial condition and results of operations.

Lower-than-expected sales prices, or the inability to sell the wind projects, could also result in liquidity issues, negatively impact certain of our financial metrics and operations plan, or could result in a downgrade in our credit rating, which could increase our cost of borrowing and cost of capital or restrict our ability to access the capital markets.

We continue to experience challenges related to the regulatory environment in Connecticut with respect to our electric distribution, natural gas, and water businesses.

The FERC also has jurisdiction over our transmission rate incentives such as the regional transmission organization (RTO) participation ROE incentive adder, CWIP in rate base incentive and the abandoned plant incentive.

If the FERC changes its policies regarding these incentives, there could be a negative impact on our financial position, results of operations and cash flows.

Additionally, the FERC issued a Supplemental Notice of Proposed Rulemaking (NOPR) on Transmission Incentives that proposes to eliminate the existing RTO ROE incentive adder for utilities that have been participating in an RTO for more than three years.

A FERC decision approving this proposal could adversely affect our financial position, results of operations and cash flows.

FERC's policy has encouraged competition for transmission projects, even within existing service territories of electric companies, as it looks to expand the transmission system to accommodate state and federal policy goals to utilize more renewable energy resources as well as to enhance reliability and resilience for extreme weather events.

For our water business, compliance with proposed water quality regulations, including those for PFAS and lead, could require the construction of facilities and replacement of customer lead service lines, respectively.

Further, regional clean energy goals may not be achieved if local, state, and federal policy is not in alignment with integrated planning of our infrastructure investments.

The global supply chain of goods and services remains volatile, and as a result, we are seeing delivery delays of certain goods, particularly certain types

of transformers.

Cybersecurity and Data Privacy Risks:

In the first quarter of 2022, the federal government notified the owners and operators of critical infrastructure that the conflict between Russia and Ukraine has increased the likelihood of a cyberattack on such systems.

The states in which we provide service have implemented selection procedures for such new facilities that require the review of competing projects and permit the selection of only those projects that are expected to provide the greatest benefit to customers.

Accordingly, our projects may not be selected for construction.

from incumbent utilities and other entities, actions of our strategic partners, and capacity factors once projects are placed in operation.

Additionally, scheduling or permitting delays in offshore wind projects, increases in cost estimates, higher interest rates, changes to tax laws impacting the offshore wind partnership’s ability to monetize tax attributes, or the cancellation of any projects, as well as the other risk factors described above, could result in lower investment returns and, if significant enough, an impairment of the carrying value of our investment.

Such an impairment could have a material adverse effect on our financial position, results of operations, and cash flows, or our future growth opportunities may not be realized as anticipated.

We also continue to pursue enhancements to standardize our systems and processes.

The global supply chain of goods and services is currently being negatively impacted by several factors, including the geopolitical climate, labor shortages, domestic and international shipping constraints, increased demand, and shortages of raw materials.

As a result, we are seeing delivery delays of certain goods.

Additionally, the prices for equipment, materials, and contractor services have increased, and may continue to increase.

Any losses or liabilities incurred due to a failure of one of our

FERC's policy has encouraged competition for transmission projects, even within existing service territories of electric companies.

The consolidated financial statements of Eversource, NSTAR Electric and PSNH and the financial statements of CL&P are herein collectively referred to as the "financial statements." Our discussion of fiscal year [removed: 2022] [added: 2023] compared to fiscal year [removed: 2021] [added: 2022] is included herein.

Unless expressly stated otherwise, for discussion and analysis of fiscal year [removed: 2020] [added: 2021] items and of fiscal year [removed: 2021] [added: 2022] compared to fiscal year [removed: 2020,] [added: 2021,] please refer to Item 7, *Management's Discussion and Analysis of Financial Condition and Results of Operations,* in our combined [removed: 2021] [added: 2022] [Annual Report on Form 10-K](http://www.sec.gov/ix?doc=/Archives/edgar/data/72741/000007274121000005/es-20201231.htm), which is incorporated herein by reference.

EPS by business is [added: also] a [added: non-GAAP] financial measure [removed: that is not recognized under GAAP (non-GAAP)] and is calculated by dividing the Net Income Attributable to Common Shareholders of each business by the weighted average diluted Eversource common shares outstanding for the period.

Our earnings discussion [removed: also] includes [removed: non-GAAP] financial measures [added: that are not recognized under GAAP (non-GAAP)] referencing our earnings and EPS excluding [added: the impairment charges for the offshore wind investments, a loss on the disposition of land that was initially acquired to construct the Northern Pass Transmission project and was subsequently abandoned,] certain transaction and transition costs, and our [removed: 2021] earnings and EPS excluding charges at CL&P related to an October 2021 settlement agreement that included credits to customers and funding of various customer assistance initiatives and a 2021 storm performance penalty imposed on CL&P by PURA.

We believe the impacts of [added: the impairment charges for the offshore wind investments, the loss on the disposition of land associated with an abandoned project,] transaction and transition costs, [added: and] the CL&P October 2021 settlement agreement, and the 2021 storm performance penalty imposed on CL&P by [removed: PURA,] [added: PURA] are not indicative of our ongoing costs and performance.

[removed: -] Our [added: 2022] results include after-tax transaction and transition costs [removed: recorded at Eversource parent] of $15.0 million, or $0.04 per [removed: share, in 2022, compared with $23.6 million, or $0.07 per share, in 2021.][added: share.]

Excluding [added: the offshore wind impairments and] these [removed: costs,] [added: other charges,] our non-GAAP earnings were [removed: $1.42] [added: $1.52] billion, or [removed: $4.09] [added: $4.34] per share, in [removed: 2022,] [added: 2023,] compared with [removed: $1.33] [added: $1.42] billion, or [removed: $3.86] [added: $4.09] per share, in [removed: 2021.][added: 2022.]

- We project that we will earn within a [removed: 2023] [added: 2024] non-GAAP earning guidance range of between [removed: $4.25] [added: $4.50] per share and [removed: $4.43] [added: $4.67] per share, which excludes the [removed: potential] impact of the [removed: strategic review] [added: expected sales] of our [added: 50 percent interests in three jointly-owned] offshore wind [removed: investment portfolio.][added: projects and related transaction costs.]

We also project that our long-term EPS growth rate through [removed: 2027] [added: 2028] from our regulated utility businesses will be in [removed: the upper half of] a 5 to 7 percent range.

- Cash flows provided by operating activities totaled [removed: $2.40] [added: $1.65] billion in [removed: 2022,] [added: 2023,] compared with [removed: $1.96] [added: $2.40] billion in [removed: 2021.][added: 2022.]

Investments in property, plant and equipment totaled [removed: $3.44] [added: $4.34] billion in [removed: 2022] [added: 2023] and [removed: $3.18] [added: $3.44] billion in [removed: 2021.][added: 2022.]

- Cash and Cash Equivalents totaled [removed: $374.6] [added: $53.9] million as of December 31, [removed: 2022,] [added: 2023,] compared with [removed: $66.8] [added: $374.6] million as of December 31, [removed: 2021.][added: 2022.]

Our available borrowing capacity under our commercial paper programs totaled [removed: $1.21 billion] [added: $512.3 million] as of December 31, [removed: 2022.][added: 2023.]

- In [removed: 2022,] [added: 2023,] we issued [removed: $4.05] [added: $5.20] billion of new long-term debt and we repaid [removed: $1.18] [added: $2.01] billion of long-term debt.

- In [removed: 2022,] [added: 2023,] we paid dividends totaling [removed: $2.55] [added: $2.70] per common share, compared with dividends of [removed: $2.41] [added: $2.55] per common share in [removed: 2021.][added: 2022.]

Our quarterly common share dividend payment was [removed: $0.6375] [added: $0.675] per share in [removed: 2022,] [added: 2023,] as compared to [removed: $0.6025] [added: $0.6375] per share in [removed: 2021.][added: 2022.]

On [removed: February 1, 2023,] [added: January 31, 2024,] our Board of Trustees approved a common share dividend payment of [removed: $0.675] [added: $0.715] per share, payable on March [removed: 31, 2023] [added: 29, 2024] to shareholders of record as of March [removed: 2, 2023.][added: 5, 2024.]

- We project to make capital expenditures of [removed: $21.52] [added: $23.12] billion from [removed: 2023] [added: 2024] through [removed: 2027,] [added: 2028,] of which we expect [removed: $8.86] [added: $9.71] billion to be in our electric distribution segment, [removed: $5.25] [added: $5.44] billion to be in our natural gas distribution segment, [removed: $5.29] [added: $5.77] billion to be in our electric transmission segment, and [removed: $1.02] [added: $1.08] billion to be in our water distribution segment.

We also project to invest [removed: $1.10] [added: $1.12] billion in information technology and facilities upgrades and enhancements.

*Strategic [removed: and Regulatory Transactions and] Developments:*

[removed: -] [added: NSTAR Electric Distribution Rates:] On November 30, 2022, the DPU issued its decision in the NSTAR Electric distribution rate case and approved a base distribution rate increase of $64 million effective January 1, 2023.

[removed: The] [added: NSTAR Gas Distribution Rates: NSTAR Gas’] PBR mechanism allows for an annual adjustment to base distribution rates for inflation and exogenous events.

The decision allows an authorized regulatory ROE of [removed: 9.80 percent on a capital structure including 53.2 percent equity.][added: 8.70 percent.]

*Consolidated:* Below is a summary of our [removed: earnings] [added: earnings/(loss)] by business, which also reconciles the non-GAAP financial measures of consolidated non-GAAP earnings and EPS, as well as EPS by business, to the most directly comparable GAAP measures of consolidated Net [removed: Income] [added: (Loss)/Income] Attributable to Common Shareholders and diluted EPS.

| | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | | | |

| Net [removed: Income] [added: (Loss)/Income] Attributable to Common Shareholders (GAAP) | | | $ | [removed: 1,404.9] [added: (442.2)] | | | | | $ | [removed: 4.05] [added: (1.26)] | | | | | $ | [removed: 1,220.5] [added: 1,404.9] | | | | | $ | [removed: 3.54] [added: 4.05] | | | | | $ | [removed: 1,205.2] [added: 1,220.5] | | | | | $ | [removed: 3.55] [added: 3.54] | |

| Regulated Companies (Non-GAAP) | | | $ | [removed: 1,460.4] [added: 1,509.3] | | | | | $ | [removed: 4.21] [added: 4.31] | | | | | $ | [removed: 1,342.4] [added: 1,460.4] | | | | | $ | [removed: 3.89] [added: 4.21] | | | | | $ | [removed: 1,223.3] [added: 1,342.4] | | | | | $ | [removed: 3.60] [added: 3.89] | |

| Eversource Parent and Other Companies (Non-GAAP) | | | [removed: (40.5)] [added: 8.4] | | | | | | [removed: (0.12)] [added: 0.03] | | | | | | [removed: (12.2)] [added: (40.5)] | | | | | | [removed: (0.03)] [added: (0.12)] | | | | | | [removed: 14.0] [added: (12.2)] | | | | | | [removed: 0.04] [added: (0.03)] | | |

| Non-GAAP Earnings | | | $ | [removed: 1,419.9] [added: 1,517.7] | | | | | $ | [removed: 4.09] [added: 4.34] | | | | | $ | [removed: 1,330.2] [added: 1,419.9] | | | | | $ | [removed: 3.86] [added: 4.09] | | | | | $ | [removed: 1,237.3] [added: 1,330.2] | | | | | $ | [removed: 3.64] [added: 3.86] | |

| CL&P Settlement Impacts (after-tax) [removed: (1)] [added: (4)] | | | — | | | | | | — | | | | | | [removed: (86.1)] [added: —] | | | | | | [removed: (0.25)] [added: —] | | | | | | [removed: —] [added: (86.1)] | | | | | | [removed: —] [added: (0.25)] | | |

| Transaction and Transition Costs (after-tax) [removed: (2)] [added: (3)] | | | [removed: (15.0)] [added: —] | | | | | | [removed: (0.04)] [added: —] | | | | | | [removed: (23.6)] [added: (15.0)] | | | | | | [removed: (0.07)] [added: (0.04)] | | | | | | [removed: (32.1)] [added: (23.6)] | | | | | | [removed: (0.09)] [added: (0.07)] | | |

[removed: (2) The after-tax] [added: (3) Transaction] costs [removed: are for] [added: in 2022 and 2021 primarily include costs associated with] the transition of systems as a result of our purchase of the assets of Columbia Gas of Massachusetts (CMA) on October 9, 2020 and integrating the CMA assets onto Eversource’s systems.

| Net Income - Regulated Companies (GAAP) | | | $ | [removed: 1,460.4] [added: 1,509.3] | | | | | $ | [removed: 4.21] [added: 4.31] | | | | | $ | [removed: 1,256.3] [added: 1,460.4] | | | | | $ | [removed: 3.64] [added: 4.21] | | | | | $ | [removed: 1,221.8] [added: 1,256.3] | | | | | $ | [removed: 3.60] [added: 3.64] | |

| Electric Distribution, excluding CL&P Settlement Impacts (Non-GAAP) | | | $ | [removed: 592.8] [added: 608.0] | | | | | $ | [removed: 1.71] [added: 1.74] | | | | | $ | [removed: 556.2] [added: 592.8] | | | | | $ | [removed: 1.61] [added: 1.71] | | | | | $ | [removed: 544.0] [added: 556.2] | | | | | $ | [removed: 1.60] [added: 1.61] | |

| Electric Transmission | | | [removed: 596.6] [added: 643.4] | | | | | | [removed: 1.72] [added: 1.84] | | | | | | [removed: 544.6] [added: 596.6] | | | | | | [removed: 1.58] [added: 1.72] | | | | | | [removed: 502.5] [added: 544.6] | | | | | | [removed: 1.48] [added: 1.58] | | |

| Natural Gas [removed: Distribution, excluding Transaction-Related Costs (Non-GAAP)] [added: Distribution] | | | [removed: 234.2] [added: 224.8] | | | | | | [removed: 0.67] [added: 0.64] | | | | | | [removed: 204.8] [added: 234.2] | | | | | | [removed: 0.59] [added: 0.67] | | | | | | [removed: 135.6] [added: 204.8] | | | | | | [removed: 0.40] [added: 0.59] | | |

| Water Distribution | | | [removed: 36.8] [added: 33.1] | | | | | | [removed: 0.11] [added: 0.09] | | | | | | 36.8 | | | | | | 0.11 | | | | | | [removed: 41.2] [added: 36.8] | | | | | | [removed: 0.12] [added: 0.11] | | |

| Net Income - Regulated Companies (Non-GAAP) | | | $ | [removed: 1,460.4] [added: 1,509.3] | | | | | $ | [removed: 4.21] [added: 4.31] | | | | | $ | [removed: 1,342.4] [added: 1,460.4] | | | | | $ | [removed: 3.89] [added: 4.21] | | | | | $ | [removed: 1,223.3] [added: 1,342.4] | | | | | $ | [removed: 3.60] [added: 3.89] | |

| CL&P Settlement Impacts (after-tax) | | | — | | | | | | — | | | | | | [removed: (86.1)] [added: —] | | | | | | [removed: (0.25)] [added: —] | | | | | | [removed: —] [added: (86.1)] | | | | | | [removed: —] [added: (0.25)] | | |

| Transaction and Transition Costs [removed: (after-tax)] | | | [removed: — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1.5) | | | | | | —] [added: (17.8)] | | |

- We had a loss of $442.2 million, or $1.26 per share, in 2023, compared with earnings of $1.40 billion, or $4.05 per share, in 2022.

Our 2023 results include after-tax impairment charges of $1.95 billion, or $5.58 per share, recorded at Eversource parent to reflect our current estimate of the fair value of the offshore wind projects.

Our 2023 results also include after-tax land abandonment and other charges recorded at Eversource parent of $6.9 million, or $0.02 per share.

- On February 13, 2024, we initiated an exploratory assessment of monetizing our water distribution business and are exploring the potential sale of the business.

- On February 13, 2024, Eversource announced that it has executed an agreement to sell its existing 50 percent interests in the South Fork Wind and Revolution Wind projects to Global Infrastructure Partners (GIP).

As part of this transaction, Eversource expects to receive approximately $1.1 billion of cash proceeds upon closing, which includes the sales value related to the 10 percent energy community ITC adder of approximately $170 million related to Revolution Wind, and to exit these projects while retaining certain cost sharing obligations for the construction of Revolution Wind.

The purchase price is subject to future post-closing adjustment payments based on, among other things, the progress, timing and expense of construction at each project.

The cost sharing obligations provide that Eversource would share equally with GIP in GIP’s funding obligations for up to approximately $240 million of incremental capital expenditure overruns incurred during the construction phase for the Revolution Wind project, after which GIP’s obligations for any additional capital expenditure overruns would be shared equally by Eversource and Ørsted.

Additionally, Eversource’s financial exposure will be adjusted by certain purchase price adjustments to be made following commercial operation of the Revolution Wind project and closing of South Fork as a result of final project economics, which includes Eversource’s obligation to maintain GIP’s internal rate of return for each project as specified in the agreement.

Eversource currently expects that South Fork Wind will reach full commercial operation prior to closing of the sale with GIP and Eversource does not expect any material cost sharing or other purchase price adjustment payments for South Fork Wind.

Closing of the transaction is currently expected to occur in mid-2024.

- On January 24, 2024, Ørsted signed an agreement with Eversource to acquire Eversource’s 50 percent share of Sunrise Wind.

The sale is subject to the successful selection of Sunrise Wind in the ongoing New York fourth solicitation for offshore wind capacity, signing of an OREC contract with NYSERDA, finalization of sale agreements, receipt of final federal construction permits, and relevant regulatory approvals.

If Sunrise Wind is not successful in the solicitation, then the existing OREC contract for Sunrise Wind will be cancelled according to the state’s requirements, and Eversource and Ørsted’s joint venture for Sunrise Wind will remain in place.

In that scenario, Ørsted and Eversource would then assess their options in determining the best path forward for Sunrise Wind and its assets, which include the BOEM offshore lease area.

- On January 25, 2024, Eversource and Ørsted submitted a new proposal for Sunrise Wind in the New York fourth offshore wind solicitation.

- Four of South Fork Wind’s twelve turbines were installed and placed into service by January 1, 2024, meeting the project commercial operation date requirements under the power purchase agreement with LIPA.

All wind turbines are expected to be installed and placed into service by the end of March 2024.

| Impairments of Offshore Wind Investments (after-tax) (1) | | | (1,953.0) | | | | | | (5.58) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Land Abandonment Loss and Other Charges (after-tax) (2) | | | (6.9) | | | | | | (0.02) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Net (Loss)/Income Attributable to Common Shareholders (GAAP) | | | $ | (442.2) | | | | | $ | (1.26) | | | | | $ | 1,404.9 | | | | | $ | 4.05 | | | | | $ | 1,220.5 | | | | | $ | 3.54 | |

(1) We recorded impairment charges resulting from the expected sales of our offshore wind investments and to reflect our current estimate of the fair value of the offshore wind projects.

For further information, see "Business Development and Capital Expenditures – Offshore Wind Business" included in this *Management's Discussion and Analysis of Financial Condition and Results of Operations*.

(2) The 2023 charges primarily include a loss on the disposition of land.

The land was initially acquired to construct the Northern Pass Transmission project and was subsequently abandoned.

(4) The 2021 after-tax costs are associated with the October 1, 2021 CL&P settlement agreement approved by PURA that included credits to customers and funding of various customer assistance initiatives and a 2021 storm performance penalty imposed on CL&P by PURA.

| Net Income - Regulated Companies (GAAP) | | | $ | 1,509.3 | | | | | $ | 4.31 | | | | | $ | 1,460.4 | | | | | $ | 4.21 | | | | | $ | 1,256.3 | | | | | $ | 3.64 | |

Our natural gas distribution segment earnings decreased $9.4 million in 2023, as compared to 2022, due primarily to higher depreciation expense, higher interest expense, a higher effective tax rate, an unfavorable regulatory adjustment resulting from NSTAR Gas’ GSEP reconciliation filing, higher operations and maintenance expense arising primarily from higher uncollectible expense, and higher property tax expense.

Our water distribution segment earnings decreased $3.7 million in 2023, as compared to 2022, due primarily to higher depreciation, operations and maintenance expense and higher interest expense.

*Eversource Parent and Other Companies:* Eversource parent and other companies’ losses increased $1.90 billion in 2023, as compared to 2022, due primarily to the 2023 impairments of Eversource parent’s offshore wind investments, which resulted in a total after-tax charge of $1.95 billion, or $5.58 per share.

Earnings were also unfavorably impacted by higher interest expense and a loss on the disposition of land in 2023 that was initially acquired to construct the Northern Pass Transmission project and was subsequently abandoned.

Earnings benefited by a lower effective tax rate as a result of the ability to utilize tax credits and benefits in 2023, as well as a decrease in after-tax transaction and transition costs.

Additionally, 2023 earnings were favorably impacted from the liquidation of Eversource parent’s equity method investment in a renewable energy fund, partially offset by a charitable contribution made with a portion of the proceeds from the liquidation in 2023.

As a result of the CL&P long-term debt issuance in January 2024, $207.3 million of commercial paper borrowings under the Eversource parent commercial paper program were reclassified as Long-Term Debt on Eversource parent’s balance sheet as of December 31, 2023.

Eversource parent charges interest on these intercompany loans at the same weighted-average interest rate as its commercial paper program.

As a result of the CL&P long-term debt issuance in January 2024, $207.3 million of CL&P’s intercompany borrowings were reclassified to Long-Term Debt on CL&P’s balance sheet as of December 31, 2023.

As a result of CL&P’s January 2024 long-term debt issuance, CL&P has now fully utilized this authorization.

On November 21, 2023, NSTAR Electric petitioned the DPU requesting authorization to issue up to $2.4 billion in long-term debt through December 31, 2026.

On February 8, 2024, the NHPUC approved PSNH’s request for authorization to issue up to $300 million in long-term debt through December 31, 2024.

| CL&P 2024 Series A First Mortgage Bonds | | | 4.65 | | % | | | | 350.0 | | | | | | January 2024 | | | | | | January 2029 | | | | | | Repaid short-term debt, paid capital expenditures and working capital | | |

- We earned $1.40 billion, or $4.05 per share, in 2022, compared with $1.22 billion, or $3.54 per share, in 2021.

Our 2021 results also include after-tax charges of $86.1 million, or $0.25 per share, resulting from a PURA-approved CL&P settlement agreement and a PURA assessment as a result of CL&P’s preparation for, and response to, Tropical Storm Isaias in August 2020, which were recorded within the electric distribution segment.

*•*In 2022, we issued 2,165,671 common shares, which resulted in proceeds of $197.1 million, net of issuance costs.

Additionally, we currently expect to make investments in our offshore wind business between $1.9 billion and $2.1 billion in 2023 and expect to make investments for our three projects in total between $1.6 billion and $1.9 billion from 2024 through 2026.

These estimates assume that the three projects are completed and are in-service by the end of 2025, as planned.

These projected investments could be impacted by the strategic review of our offshore wind investment.

- On May 4, 2022, we announced that we had initiated a strategic review of our offshore wind investment portfolio.

As part of that review, we are exploring strategic alternatives that could result in a potential sale of all, or part, of our 50 percent interest in our offshore wind partnership with Ørsted.

We continue to work with interested parties through this ongoing process and expect to complete this review in the second quarter of 2023.

The DPU approved a renewal of the performance-based ratemaking (PBR) plan originally authorized in its previous rate case for a five-year term, with a corresponding stay out provision.

The PBR plan term has the possibility of a five-year extension.

The DPU also allowed for adjustments to the PBR mechanism for the recovery of future capital additions based on a historical five-year average of total capital additions, beginning with the January 1, 2024 PBR adjustment.

(1) The 2021 after-tax costs are associated with the October 1, 2021 CL&P settlement agreement approved by PURA on October 27, 2021, which included a pre-tax $65 million charge to earnings for customer credits provided to customers over a two-month billing period from December 1, 2021 to January 31, 2022 and a $10 million pre-tax charge to earnings to establish a fund that provided bill payment assistance to certain existing non-hardship and hardship customers carrying arrearages.

The 2021 after-tax costs also include a charge recorded at CL&P as a result of PURA’s April 28, 2021 and July 14, 2021 decisions, which included a pre-tax $28.4 million penalty for storm performance results provided as credits to customer bills over a one-year period that began September 1, 2021 and a pre-tax $0.2 million fine to the State of Connecticut’s general fund.

As a result of the October 1, 2021 settlement agreement, CL&P agreed to withdraw its pending appeals related to

the storm performance penalty imposed in PURA’s April 28, 2021 and July 14, 2021 decisions.

Management views these collective charges as not directly related to the ongoing operations of the business and therefore not an indicator of baseline operating performance.

The after-tax costs also include costs associated with our water business acquisitions and the strategic review of our offshore wind investment portfolio.

We expect transaction costs in 2023 as a result of the wind strategic review.

Our electric distribution segment earnings increased $122.7 million in 2022, as compared to 2021, due primarily to the absence in 2022 of CL&P’s October 1, 2021 settlement agreement that resulted in a $75 million pre-tax charge to earnings and a $28.6 million pre-tax charge to earnings at CL&P for a 2021 storm performance penalty imposed by PURA as a result of CL&P’s preparation for, and response to, Tropical Storm Isaias.

The after-tax impact of the CL&P settlement agreement and CL&P storm performance penalty imposed by PURA was $86.1 million, or $0.25 per share.

Those earnings increases were partially offset by higher operations and maintenance expense driven primarily by higher shared corporate costs resulting from the implementation of new information technology systems, higher storm costs, a $10 million pre-tax charge to earnings as a result of CL&P’s commitment to contribute to an energy assistance program as part of its 2022 rate relief plan, and higher insurance reserves.

Our water distribution segment earnings were flat in 2022, as compared to 2021.

*Eversource Parent and Other Companies:* Eversource parent and other companies’ losses increased $19.7 million in 2022, as compared to 2021, due primarily to higher interest expense and a higher effective tax rate, partially offset by higher unrealized gains associated with our equity method investment in a renewable energy fund and an after-tax decrease of $8.6 million in transition costs associated with EGMA integration and transaction costs in 2022, as compared to 2021.

CL&P repaid this long-term debt at maturity in January 2023.

This revolving credit facility serves to backstop NSTAR Electric's $650 million commercial paper program.

The remaining Eversource operating companies, including NSTAR Electric, have utilized the long-term debt authorizations in place with the respective regulatory commissions.

| NSTAR Electric 2022 Debentures | | | 4.55 | | % | | | | 450.0 | | | | | | May 2022 | | | | | | June 2052 | | | | | | Repaid short-term debt, paid capital expenditures and working capital | | |

| NSTAR Electric 2022 Debentures | | | 4.95 | | % | | | | 400.0 | | | | | | September 2022 | | | | | | September 2052 | | | | | | Refinanced investments in eligible green expenditures, which were previously financed using short-term debt from October 1, 2020 through June 30, 2022 | | |

| NSTAR Electric 2012 Debentures | | | 2.375 | | % | | | | (400.0) | | | | | | October 2022 | | | | | | October 2022 | | | | | | Paid at maturity | | |

| Yankee Gas Series B First Mortgage Bonds | | | 8.48 | | % | | | | (20.0) | | | | | | March 2022 | | | | | | March 2022 | | | | | | Paid at maturity | | |

| Aquarion Water Company of New Hampshire General Mortgage Bonds | | | 4.45 | | % | | | | (5.0) | | | | | | July 2022 | | | | | | July 2022 | | | | | | Paid at maturity | | |

| Aquarion Water Company of Connecticut Senior Notes | | | 4.69 | | % | | | | 70.0 | | | | | | August 2022 | | | | | | September 2052 | | | | | | Repaid short-term debt | | |

Eversource may issue and sell its common shares through its sales agents during the term of this agreement.

Shares may be offered in transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise.

Sales may be made at either market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices.

Changes in Eversource’s cash flows from operations were generally consistent with changes in its results of operations, after adjustment for non-cash items and as adjusted by changes in working capital in the normal course of business.

These favorable impacts were partially

| Eversource | | | $ | 722.6 | | | | | $ | 654.7 | | | | | $ | 589.6 | | | | | $ | 559.7 | | | | | $ | 517.3 | | | | | $ | 5,864.4 | | | | | $ | 8,908.3 | |

| CL&P | | | 154.7 | | | | | | 149.7 | | | | | | 138.6 | | | | | | 135.6 | | | | | | 127.6 | | | | | | 1,657.2 | | | | | | 2,363.4 | | |

As of December 31, [removed: 2022, approximately 98 percent] [added: 2023, all] of our long-term debt was at a fixed interest rate.

As of December 31, [removed: 2022,] [added: 2023,] our regulated companies held collateral (letters of credit or cash) of [removed: $32] [added: $32.0] million from counterparties related to our standard service contracts.

As of December 31, [removed: 2022,] [added: 2023,] Eversource had [removed: $35.7] [added: $28.7] million of cash posted with ISO-NE related to energy transactions.

*Interest Rate Risk Management:* Interest rate risk is associated with changes in interest rates for our outstanding long-term debt.

Our interest rate risk is significantly reduced as typically all or most of our debt financings have fixed interest rates.

*Interest Rate Risk Management:* We manage our interest rate risk exposure in accordance with our written policies and procedures by maintaining a mix of fixed and variable rate long-term debt.

The remaining long-term debt is at variable interest rates and is subject to interest rate risk that could result in earnings volatility.

Assuming a one percentage point increase in our variable interest rates, annual interest expense would have increased by a pre-tax amount of $3.5 million.

For further information on cash collateral deposited and posted with counterparties, see Note 1M, "Summary of Significant Accounting Policies - Supplemental Cash Flow Information," to the financial statements.

Eversource [removed: Energy,] [added: Energy (Eversource),] headquartered in Boston, Massachusetts and Hartford, Connecticut, is a public utility holding company subject to regulation by the Federal Energy Regulatory Commission (FERC) under the Public Utility Holding Company Act of 2005.

CL&P, NSTAR Electric and PSNH also serve New England customers through [removed: Eversource Energy's] [added: Eversource's] electric transmission business.

[removed: Eversource Energy,] [added: Eversource,] CL&P, NSTAR Electric and PSNH each report their financial results separately.

We also include information in this report on a segment basis for [removed: Eversource Energy.][added: Eversource.]

Eversource [removed: Energy] has four reportable segments: electric distribution, electric transmission, natural gas distribution and water distribution.

These segments represent substantially all of [removed: Eversource Energy's] [added: Eversource's] total consolidated revenues.

[removed: Eversource Energy also has an offshore wind business, which includes a 50 percent ownership interest in] [added: The] offshore wind projects [removed: that] are being developed and constructed through [removed: a] joint and equal [removed: partnership] [added: partnerships] with Ørsted.

[removed: Eversource Energy's] [added: Eversource's] electric distribution segment consists of the distribution businesses of CL&P, NSTAR Electric and PSNH, which are engaged in the distribution of electricity to retail customers in Connecticut, Massachusetts and New Hampshire, respectively, and the solar power facilities of NSTAR Electric.

As of December 31, [removed: 2022,] [added: 2023,] CL&P furnished retail franchise electric service to approximately 1.28 million customers in [removed: 149] [added: 157] cities and towns in [removed: Connecticut, covering an area of approximately 4,400 square miles.][added: Connecticut.]

- A [removed: transmission charge] [added: Transmission Charge Adjustment Mechanism (TCAM)] that recovers the cost of transporting electricity over high-voltage lines from generating plants to substations, including costs allocated by ISO-NE to maintain the wholesale electric market.

[added: CL&P Settlement Agreement:] In accordance with [removed: the] [added: a 2021] settlement agreement, CL&P agreed that its current base distribution rates [removed: shall] [added: would] be frozen, subject to certain customer credits, until no earlier than January 1, 2024.

The rate freeze [removed: applies] [added: applied] only to base distribution rates (including storm costs) and not to other rate mechanisms such as the retail rate components, rate reconciling mechanisms, formula rates and any other adjustment mechanisms.

The rate freeze also [removed: does] [added: did] not apply to any cost recovery mechanism outside of the base distribution rates with regard to grid-modernization initiatives or any other [removed: proceedings,] [added: proceedings that were] either [removed: currently] pending or that [removed: may] [added: could] be initiated during the rate freeze period, that [removed: may place] [added: could have placed] additional obligations on CL&P.

The approval of the settlement agreement [removed: satisfies] [added: satisfied] the Connecticut statute of rate review requirements that requires electric utilities to file a distribution rate case within four years of the last rate case.

During [removed: 2022,] [added: 2023,] CL&P supplied approximately 56 percent of its customer load at SS or LRS rates while the other 44 percent of its customer load had migrated to competitive energy suppliers.

In terms of the total number of CL&P customers, this equates to [removed: 14] [added: 25] percent being on competitive supply, while [removed: 86] [added: 75] percent remain with SS or LRS.

Because [removed: this] customer migration is [removed: only for] [added: limited to] energy supply service, it has no impact on CL&P's electric distribution business or its operating income.

Currently, CL&P has full requirements supply contracts in place for [removed: 80] [added: 100] percent of its SS load for the first half of [removed: 2023 and will self-manage the remaining 20 percent of the load obligation through the ISO-NE wholesale markets.][added: 2024.]

For the second half of [removed: 2023,] [added: 2024,] CL&P has [removed: 20] [added: 70] percent of its SS load under full requirements supply contracts and intends to purchase an additional [removed: 80] [added: 30] percent of full requirements.

[removed: None] [added: Ten percent] of the SS load for [removed: 2024] [added: 2025] has been procured.

CL&P [removed: was] [added: is prepared to self-manage the LRS load if] unable to obtain [removed: a] full requirements supply [removed: contract] [added: contracts] for [removed: its LRS load through March 2023 and will self-manage the LRS load through ISO-NE wholesale markets.][added: LRS.]

CL&P [added: obtained a full requirements supply contract for its LRS load through June 2024 and] intends to purchase 100 percent of full requirements for LRS for the remainder of [removed: 2023, but is prepared to self-manage the LRS load if CL&P is unable to obtain full requirements supply contracts for LRS.][added: 2024.]

As of December 31, [removed: 2022,] [added: 2023,] NSTAR Electric furnished retail franchise electric service to approximately [removed: 1.47] [added: 1.49] million customers in [removed: 140] [added: 161] cities and towns in eastern and western Massachusetts, including Boston, Cape Cod, Martha's Vineyard and the greater Springfield metropolitan [removed: area, covering an aggregate area of approximately 3,200 square miles.][added: area.]

Annual base distribution amounts are adjusted for inflation and [added: certain other items and] filed for approval by the DPU on an annual basis, until the next rate case.

- Reconciling adjustment charges that recover certain DPU-approved costs, including pension and PBOP benefits, low income customer discounts, credits issued to [removed: net-metering] [added: net metering] facilities installed by customers, payments to solar facilities qualified under the state solar renewable energy target program, attorney general consultant expenses, long-term renewable contracts, company-owned solar facilities, vegetation management costs, storm restoration, credits related to the Tax Cuts and Jobs Act of 2017, grid modernization costs, advanced metering infrastructure costs, electric vehicle make-ready infrastructure costs and provisional system planning charges.

The DPU approved a renewal of the [removed: performance-based ratemaking (PBR)] [added: PBR] plan originally authorized in its last rate case for a five-year term, with a corresponding stay out provision.

NSTAR Electric will not be required to pay a SQ charge for its [removed: 2022] [added: 2023] performance as the company achieved results at or above target for all of its SQ metrics in [removed: 2022.][added: 2023.]

As noted above, NSTAR Electric does not own [removed: any] generation assets (other than 70 MW of solar power facilities that produce energy that is sold into the ISO-NE market) and purchases its energy supply requirements from a variety of competitive sources through requests for proposals issued periodically, consistent with DPU regulations.

As approved by the DPU, NSTAR Electric enters into supply contracts for basic service for approximately [removed: 35] [added: 32] percent of its residential and [removed: 25] [added: 29] percent of its small commercial and industrial (C&I) customers twice per year for twelve-month terms.

NSTAR Electric enters into supply contracts for basic service for [removed: 11] [added: 7] percent of its large C&I customers every three months.

During [removed: 2022,] [added: 2023,] NSTAR Electric supplied approximately 18 percent of its overall customer load at basic service rates.

Because customer migration is limited to energy supply service, it has no impact on NSTAR Electric’s electric distribution business or [added: its] operating [removed: income of NSTAR Electric.][added: income.]

As of December 31, [removed: 2022,] [added: 2023,] PSNH furnished retail franchise electric service to approximately [removed: 535,000] [added: 539,000] retail customers in [removed: 211] [added: 215] cities and towns in New [removed: Hampshire, covering an area of approximately 5,630 square miles.][added: Hampshire.]

The total approved revenue requirement increase [removed: is being] [added: was] collected over the remainder of the rate year (November 1, 2022 – July 31, 2023).

PSNH does not own any generation assets and as approved by the NHPUC, purchases energy supply from a variety of competitive suppliers for its energy service customers through requests for proposals issued twice per year, for six-month terms, for approximately [removed: 81] [added: 64] percent of its residential and small C&I customers and for [removed: 17] [added: 9] percent of its large C&I customers.

During [removed: 2022,] [added: 2023,] PSNH supplied approximately [removed: 48] [added: 37] percent of its customer load at default energy service rates while the other [removed: 52] [added: 63] percent of its customer load had migrated to competitive energy suppliers.

Because [removed: this] customer migration is [removed: only for] [added: limited to] energy supply service, it has no impact on PSNH’s electric distribution business or its operating income.

At the end of [removed: 2022,] [added: 2023,] our estimated transmission rate base was approximately [removed: $9.2] [added: $9.8] billion, including approximately [removed: $4.0] [added: $4.1] billion at CL&P, [removed: $3.7] [added: $3.9] billion at NSTAR Electric, and [removed: $1.5] [added: $1.8] billion at PSNH.

During 2019 and 2020, FERC [removed: has] also issued multiple decisions in two pending transmission ROE complaints against the Midcontinent ISO (MISO) transmission owners, in which FERC adopted new methodologies for determining base ROEs.

On August 9, 2022, the Court issued a decision vacating these [added: MISO FERC] decisions and remanded to FERC to reopen the proceedings.

Eversource has an offshore wind business, which includes 50 percent ownership interests in three offshore wind projects and a tax equity investment in one of the projects.

For further information, see "Offshore Wind Business” below.

For further information, see "Regulatory Developments and Rate Matters - Connecticut" in the accompanying Item 7, *Management's Discussion and Analysis of Financial Condition and Results of Operations.*

CL&P Performance Based Rate Making: PURA currently has an open proceeding to evaluate and eventually implement performance based regulation (PBR) for electric distribution companies.

For further information, see "Regulatory Developments and Rate Matters - Connecticut" in the accompanying Item 7, *Management's Discussion and Analysis of Financial Condition and Results of Operations.*

The SBC also has a component for the company to collect lost base revenue (LBR) from the implementation of energy efficiency measures.

LBR will remain a component of the SBC charge unless and until PSNH has a decoupling or other revenue adjustment mechanism approved by the NHPUC.

- A Pole Plant Adjustment Mechanism (PPAM) that recovers certain costs associated with poles acquired under a 2023 purchase agreement between PSNH and Consolidated Communications, including the operation and maintenance of poles, pole inspections, and vegetation management expenses incurred, beginning February 10, 2021 through April 30, 2023.

For further information, see "Regulatory Developments and Rate Matters - New Hampshire" in the accompanying Item 7, *Management's Discussion and Analysis of Financial Condition and Results of Operations*.

The NHPUC approved a rate increase effective February 1, 2022 designed to collect $1.1 million dollars annually to fund a reserve account to pay for arrearage forgiveness for customers with past due balances and the New Start Program.

For further information, see "Regulatory Developments and Rate Matters - Massachusetts" in the accompanying Item 7, *Management's Discussion and Analysis of Financial Condition and Results of Operations.*

NSTAR Gas and EGMA will not be required to pay any SQ charges relating to their 2023 performance.

In December 2023, the DPU issued an order for this docket.

The DPU will consider and, in some cases, require new processes and analysis for traditional natural gas investments, which may require significant changes to the LDC planning process and business models.

The DPU preserved customer choice for energy needs and encouraged further development of decarbonized alternatives, such as the networked geothermal systems that NSTAR Gas is piloting in Framingham, Massachusetts.

At this time, Eversource cannot predict the ultimate outcome of this proceeding, as the Company and other LDCs are seeking formal clarity from the DPU to fully understand the resulting impact to their natural gas businesses and the associated timing of any impacts.

On October 24, 2023, Yankee Gas informed the Connecticut Superior Court that the parties mutually agreed to resolve the appeal through a stipulation, which clarified that PURA will decide in Yankee Gas’s next gas rate case the ratemaking treatment of the deferred non-firm margin.

We are in the process of selling our existing 50 percent interests in the three jointly-owned offshore wind projects.

In connection with the sales process, we have recorded impairments to the carrying value of the offshore wind investments to reflect the investments at estimated fair value.

In response to the 2021 Massachusetts climate legislation calling for increased electrification of the transportation and building sectors, in 2023, Eversource developed an Electric Sector Modernization Plan (ESMP) detailing steps the Company will take over the next five and ten years to help ensure reliability and resiliency while supporting a clean energy future.

Similarly, the Massachusetts “Future of Gas” docket (DPU 20-80) looks to identify ways for natural gas local distribution companies to support the state’s net zero by 2050 climate goal.

We have established metrics and annual goals on our corporate scorecard, including safety performance, talent diversity and employee engagement, that drive accountability for progress across all areas of the business.

We provide safety training and perform field safety job observations of both internal and contractor crews with a focus on high-energy hazards.

Eversource’s executive leadership team promotes and supports DEI by building and leading diverse, inclusive work teams with high engagement.

Leaders are committed to growing a pipeline of diverse talent, leveraging multiple perspectives to improve customer service, using diverse suppliers, and engaging with multicultural organizations in our communities.

Our DEI council, business resource groups, and cross-functional pro-

equity advisory team, which developed equity guidelines and began to implement justice and equity training to all employees starting in 2022 and continuing into 2024, provide our leaders with valuable feedback on the impact of our DEI and environmental justice efforts.

Eversource has established flexible work guidelines and offers hybrid work arrangements to employees in applicable positions.

Community & Social Impact. Eversource and our employees support many nonprofit organizations and programs that make a positive difference in the lives of our customers and the communities that we serve.

The Eversource Foundation provides grants to charitable organizations that help to make broad, meaningful, and sustainable change, with a focus on environmental justice and historically marginalized communities.

Our employees also lend their time and talents to volunteer with charitable organizations that address local high-priority concerns and needs.

Our goal at Eversource is to lend a hand to organizations that really make a difference in the communities where we live and work.

CL&P Settlement Agreement: On October 1, 2021, CL&P entered into a settlement agreement with the DEEP, Office of Consumer Counsel, Office of the Attorney General and the Connecticut Industrial Energy Consumers, resolving certain issues that arose in then-pending regulatory proceedings initiated by PURA.

PURA approved the settlement agreement on October 27, 2021.

On October 9, 2020, Eversource acquired certain assets and liabilities that comprised the NiSource Inc. (NiSource) natural gas distribution business in Massachusetts, which was previously doing business as Columbia Gas of Massachusetts (CMA), pursuant to an asset purchase agreement (the Agreement) entered into on February 26, 2020 between Eversource and NiSource.

The cash purchase price was $1.1 billion, plus a working capital amount of $68.6 million, as finalized in 2021.

The natural gas distribution assets acquired from CMA were assigned to Eversource Gas Company of Massachusetts (EGMA), an indirect wholly-owned subsidiary of Eversource formed in 2020.

The LNG assets acquired from CMA were assigned to Hopkinton LNG Corp, also a subsidiary of Eversource.

NSTAR Gas and EGMA will not be required to pay an SQ charge for their 2022 performance as each achieved results at or above target for all of their SQ metrics in 2022.

During the summer injection season, excess pipeline capacity and supplies are used to deliver and store natural gas in market area underground storage facilities located in Maryland and Pennsylvania.

Stored natural gas is withdrawn during the winter season to supplement flowing pipeline supplies in order to meet firm heating demand.

EGMA maintains a flexible resource portfolio consisting of natural gas supply contracts, transportation contracts on interstate pipelines, market area storage and peaking services.

EGMA purchases transportation, storage, and balancing services from Tennessee Gas Pipeline Company and Algonquin Gas Transmission Company, as well as other upstream pipelines that transport natural gas from major natural gas producing regions in the U.S. as well as Canada, including the Gulf Coast, Mid-continent region, Appalachian Shale, and Dawn, Ontario supplies to the final delivery points in the EGMA service area.

In addition to the firm transportation and natural gas storage supplies discussed above, EGMA utilizes on-system LNG and LPG facilities to meet its winter peaking demands.

These LNG and LPG facilities are located within EGMA’s distribution system and are used to liquefy pipeline natural gas and/or receive liquefied natural gas or liquefied petroleum gas to be stored during the warmer months for vaporization and use during the heating season.

Our offshore wind projects are being developed and constructed through a joint and equal partnership with Ørsted.

The offshore leases include a 257 square-mile ocean lease off the coasts of Massachusetts and Rhode Island and a separate, adjacent 300 square-mile ocean lease located approximately 25 miles south of the coast of Massachusetts.

In aggregate, these ocean lease sites jointly-owned by Eversource and Ørsted could eventually develop at least 4,000 MW of clean, renewable offshore wind energy.

We have initiated a strategic review of our offshore wind investment portfolio.

As part of that review, we are exploring strategic alternatives that could result in a potential sale of all, or part, of our 50 percent interest in our offshore wind partnership with Ørsted.

In response to 2021 climate legislation, in 2022, Massachusetts finalized sub-limits for the transportation, building and electricity sectors, among others, in support of the state’s net zero emissions target by 2050.

Eversource’s executive leadership team promotes and supports DEI by leading and building diverse, inclusive work teams with high engagement, growing a pipeline of diverse talent, leveraging multiple perspectives to improve customer service, using diverse suppliers, engaging with multicultural organizations in our communities and supporting the work of our DEI council, racial equity task force, business resource groups, and our cross-functional pro-equity advisory team, which developed and began to implement justice and equity training to all employees in 2022.

Compensation, Health and Wellness Benefits.

Community & Social Impact. Eversource and our employees support many programs, agencies, and not-for-profit organizations that provide economic and community development, the environment, and initiatives that address local, high-priority concerns and needs.

Eversource provides donations and other support to community agencies, including significant volunteer hours of our employees.

For information regarding material lawsuits and proceedings, see [removed: [Note] [added: [](#ifee1e5d7e5d44aeda2387d44cb7441ac_226)[Note] 13, “Commitments and [removed: Contingencies,”](#i3b8de23094ee4bf6a132180b80a7f9df_220)] [added: Contingencies,”](#ifee1e5d7e5d44aeda2387d44cb7441ac_226)] of the Combined Notes to Financial Statements.

| | | | [removed: ] [added: ] | | | | | |

| | | | For the fiscal year ended | | | December 31, [removed: 2022] [added: 2023] | | |

The aggregate market value of Eversource Energy's Common Shares, $5.00 par value, held by non-affiliates, computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of Eversource Energy's most recently completed second fiscal quarter (June 30, [removed: 2022)] [added: 2023)] was [removed: $29,211,450,455] [added: $24,734,207,777] based on a closing market price of [removed: $84.47] [added: $70.92] per share for the [removed: 345,820,415] [added: 348,762,095] common shares outstanding held by non-affiliates on June 30, [removed: 2022.][added: 2023.]

| Company - Class of Stock | | | Outstanding as of January 31, [removed: 2023] [added: 2024] | | | | | |

| Eversource Energy Common Shares, $5.00 par value | | | [removed: 348,483,425] [added: 349,687,183] | | | shares | | |

[added: The Connecticut Light and Power Company,] NSTAR Electric Company and Public Service Company of New Hampshire each meet the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K, and each is therefore filing this Form 10-K with the reduced disclosure format specified in General Instruction I(2) of Form 10‑K.

Portions of the Eversource Energy and Subsidiaries [removed: 2021] [added: 2022] combined Annual Report on Form 10-K and portions of the Proxy Statement relating to the Annual Meeting of Shareholders to be held on May [removed: 3, 2023,] [added: 1, 2024,] are incorporated by reference into Parts II and III of this Report.

| Eversource [removed: 2021] [added: 2022] Form 10-K | | | The Eversource Energy and Subsidiaries [removed: 2021] [added: 2022] combined Annual Report on Form 10-K as filed with the SEC | | |

| MMBtu | | | [removed: One million] [added: Million] British thermal units | | |

[removed: 2022] [added: 2023] FORM 10-K ANNUAL REPORT

| Item 1. | | | [removed: [Business](#i3b8de23094ee4bf6a132180b80a7f9df_19)] [added: [Business](#ifee1e5d7e5d44aeda2387d44cb7441ac_19)] | | | [removed: [2](#i3b8de23094ee4bf6a132180b80a7f9df_19)] [added: [2](#ifee1e5d7e5d44aeda2387d44cb7441ac_19)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i3b8de23094ee4bf6a132180b80a7f9df_22)] [added: Factors](#ifee1e5d7e5d44aeda2387d44cb7441ac_22)] | | | [removed: [16](#i3b8de23094ee4bf6a132180b80a7f9df_22)] [added: [16](#ifee1e5d7e5d44aeda2387d44cb7441ac_22)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i3b8de23094ee4bf6a132180b80a7f9df_25)] [added: Comments](#ifee1e5d7e5d44aeda2387d44cb7441ac_25)] | | | [removed: [21](#i3b8de23094ee4bf6a132180b80a7f9df_25)] [added: [22](#ifee1e5d7e5d44aeda2387d44cb7441ac_25)] | | |

| Item 2. | | | [removed: [Properties](#i3b8de23094ee4bf6a132180b80a7f9df_28)] [added: [Properties](#ifee1e5d7e5d44aeda2387d44cb7441ac_28)] | | | [removed: [21](#i3b8de23094ee4bf6a132180b80a7f9df_28)] [added: [23](#ifee1e5d7e5d44aeda2387d44cb7441ac_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i3b8de23094ee4bf6a132180b80a7f9df_31)] [added: Proceedings](#ifee1e5d7e5d44aeda2387d44cb7441ac_31)] | | | [removed: [24](#i3b8de23094ee4bf6a132180b80a7f9df_31)] [added: [26](#ifee1e5d7e5d44aeda2387d44cb7441ac_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i3b8de23094ee4bf6a132180b80a7f9df_34)] [added: Disclosures](#ifee1e5d7e5d44aeda2387d44cb7441ac_34)] | | | [removed: [24](#i3b8de23094ee4bf6a132180b80a7f9df_34)] [added: [26](#ifee1e5d7e5d44aeda2387d44cb7441ac_34)] | | |

| | | | [Information About Our Executive [removed: Officers](#i3b8de23094ee4bf6a132180b80a7f9df_37)] [added: Officers](#ifee1e5d7e5d44aeda2387d44cb7441ac_37)] | | | [removed: [24](#i3b8de23094ee4bf6a132180b80a7f9df_37)] [added: [26](#ifee1e5d7e5d44aeda2387d44cb7441ac_37)] | | |

| Item 5. | | | [Market for the Registrants’ Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i3b8de23094ee4bf6a132180b80a7f9df_40)] [added: Securities](#ifee1e5d7e5d44aeda2387d44cb7441ac_40)] | | | [removed: [25](#i3b8de23094ee4bf6a132180b80a7f9df_40)] [added: [27](#ifee1e5d7e5d44aeda2387d44cb7441ac_40)] | | |

| Item 6. | | | [Removed and [removed: Reserved](#i3b8de23094ee4bf6a132180b80a7f9df_43)] [added: Reserved](#ifee1e5d7e5d44aeda2387d44cb7441ac_43)] | | | [removed: [26](#i3b8de23094ee4bf6a132180b80a7f9df_43)] [added: [28](#ifee1e5d7e5d44aeda2387d44cb7441ac_43)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i3b8de23094ee4bf6a132180b80a7f9df_46)] [added: Operations](#ifee1e5d7e5d44aeda2387d44cb7441ac_46)] | | | [removed: [27](#i3b8de23094ee4bf6a132180b80a7f9df_46)] [added: [29](#ifee1e5d7e5d44aeda2387d44cb7441ac_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i3b8de23094ee4bf6a132180b80a7f9df_88)] [added: Risk](#ifee1e5d7e5d44aeda2387d44cb7441ac_91)] | | | [removed: [55](#i3b8de23094ee4bf6a132180b80a7f9df_88)] [added: [59](#ifee1e5d7e5d44aeda2387d44cb7441ac_91)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i3b8de23094ee4bf6a132180b80a7f9df_91)] [added: Data](#ifee1e5d7e5d44aeda2387d44cb7441ac_94)] | | | [removed: [56](#i3b8de23094ee4bf6a132180b80a7f9df_91)] [added: [60](#ifee1e5d7e5d44aeda2387d44cb7441ac_94)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i3b8de23094ee4bf6a132180b80a7f9df_271)] [added: Disclosure](#ifee1e5d7e5d44aeda2387d44cb7441ac_280)] | | | [removed: [138](#i3b8de23094ee4bf6a132180b80a7f9df_271)] [added: [143](#ifee1e5d7e5d44aeda2387d44cb7441ac_280)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i3b8de23094ee4bf6a132180b80a7f9df_271)] [added: Procedures](#ifee1e5d7e5d44aeda2387d44cb7441ac_280)] | | | [removed: [138](#i3b8de23094ee4bf6a132180b80a7f9df_271)] [added: [143](#ifee1e5d7e5d44aeda2387d44cb7441ac_280)] | | |

| Item 9B. | | | [Other [removed: Information](#i3b8de23094ee4bf6a132180b80a7f9df_271)] [added: Information](#ifee1e5d7e5d44aeda2387d44cb7441ac_280)] | | | [removed: [138](#i3b8de23094ee4bf6a132180b80a7f9df_271)] [added: [143](#ifee1e5d7e5d44aeda2387d44cb7441ac_280)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i3b8de23094ee4bf6a132180b80a7f9df_274)] [added: Governance](#ifee1e5d7e5d44aeda2387d44cb7441ac_283)] | | | [removed: [139](#i3b8de23094ee4bf6a132180b80a7f9df_274)] [added: [144](#ifee1e5d7e5d44aeda2387d44cb7441ac_283)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i3b8de23094ee4bf6a132180b80a7f9df_277)] [added: Compensation](#ifee1e5d7e5d44aeda2387d44cb7441ac_286)] | | | [removed: [141](#i3b8de23094ee4bf6a132180b80a7f9df_277)] [added: [144](#ifee1e5d7e5d44aeda2387d44cb7441ac_286)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i3b8de23094ee4bf6a132180b80a7f9df_280)] [added: Matters](#ifee1e5d7e5d44aeda2387d44cb7441ac_289)] | | | [removed: [173](#i3b8de23094ee4bf6a132180b80a7f9df_280)] [added: [144](#ifee1e5d7e5d44aeda2387d44cb7441ac_289)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i3b8de23094ee4bf6a132180b80a7f9df_283)] [added: Independence](#ifee1e5d7e5d44aeda2387d44cb7441ac_292)] | | | [removed: [174](#i3b8de23094ee4bf6a132180b80a7f9df_283)] [added: [145](#ifee1e5d7e5d44aeda2387d44cb7441ac_292)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i3b8de23094ee4bf6a132180b80a7f9df_286)] [added: Services](#ifee1e5d7e5d44aeda2387d44cb7441ac_295)] | | | [removed: [175](#i3b8de23094ee4bf6a132180b80a7f9df_286)] [added: [145](#ifee1e5d7e5d44aeda2387d44cb7441ac_295)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i3b8de23094ee4bf6a132180b80a7f9df_289)] [added: Schedules](#ifee1e5d7e5d44aeda2387d44cb7441ac_298)] | | | [removed: [177](#i3b8de23094ee4bf6a132180b80a7f9df_289)] [added: [147](#ifee1e5d7e5d44aeda2387d44cb7441ac_298)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i3b8de23094ee4bf6a132180b80a7f9df_292)] [added: Summary](#ifee1e5d7e5d44aeda2387d44cb7441ac_301)] | | | [removed: [177](#i3b8de23094ee4bf6a132180b80a7f9df_292)] [added: [147](#ifee1e5d7e5d44aeda2387d44cb7441ac_301)] | | |

These statements are "forward-looking statements" within the meaning of [removed: the Private Securities Litigation Reform Act of 1995.][added: U.S. federal securities laws.]

You can generally identify our forward-looking statements through the use of words or phrases such as "estimate," "expect," "anticipate," "intend," "plan," "project," "believe," "forecast," [added: "would,"] "should," "could," and other similar expressions.

- acts of war or terrorism, physical attacks or grid disturbances that may damage and disrupt our electric transmission and electric, [added: natural gas, and water distribution systems,]

- changes in business conditions, which could include disruptive technology or development of alternative energy sources related to our [added: current or future business model,]

Other risk factors are detailed in our reports filed with the SEC and [added: are] updated as [removed: necessary,] [added: necessary] and [added: available on our website at www.eversource.com and on the SEC’s website at www.sec.gov, and] we encourage you to consult such disclosures.

| OREC | | | Offshore Wind Renewable Energy Certificate | | |

| PPAM | | | Pole Plant Adjustment Mechanism | | |

| Item 1C. | | | [Cybersecurity](#ifee1e5d7e5d44aeda2387d44cb7441ac_2483) | | | [22](#ifee1e5d7e5d44aeda2387d44cb7441ac_2483) | | |

| [Signatures](#ifee1e5d7e5d44aeda2387d44cb7441ac_313) | | | | | | E-[9](#ifee1e5d7e5d44aeda2387d44cb7441ac_313) | | |

- our ability to complete the offshore wind investments sales process on the timelines, terms and pricing we expect; if we and the counterparties are unable to satisfy all closing conditions and consummate the purchase and sale transactions with respect to our offshore wind assets; if Sunrise Wind does not win in the OREC contract solicitation process; if we are unable to qualify for investment tax credits related to these projects; if we experience variability in the projected construction costs of the offshore wind projects, if there is a deterioration of market conditions in the offshore wind industry; and if the projects do not commence operation as scheduled or within budget or are not completed,

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Securities registered pursuant to Section 12(g) of the Act:

| Registrant | | | Title of Class | | | | | | | | | | | |

| The Connecticut Light and Power Company | | | Preferred Stock, par value $50.00 per share, issuable in series, of which the following series are outstanding: | | | | | | | | | | | |

| | | | | | | $1.90 $2.00 $2.04 $2.20 3.90% $2.06 $2.09 4.50% 4.96% 4.50% 5.28% $3.24 6.56% | | | Series Series Series Series Series Series E Series F Series Series Series Series Series G Series | | | of 1947 of 1947 of 1949 of 1949 of 1949 of 1954 of 1955 of 1956 of 1958 of 1963 of 1967 of 1968 of 1968 | | |

| NSTAR Electric Company | | | Preferred Stock, par value $100.00 per share, issuable in series, of which the following series are outstanding: | | | | | | | | | | | |

| | | | | | | 4.25% 4.78% | | | Series Series | | | of 1956 of 1958 | | |

| [Signatures](#i3b8de23094ee4bf6a132180b80a7f9df_304) | | | | | | E-[9](#i3b8de23094ee4bf6a132180b80a7f9df_304) | | |

natural gas, and water distribution systems,

current or future business model,

The Company’s policies, practices and technologies allow it to protect its information systems and operational assets from threats.

The Board of Trustees and its Finance and Audit Committees continue to provide substantial and focused attention to cyber and system security.

The Finance Committee of the Board of Trustees is responsible for oversight of the Company’s enterprise-wide risks, including risks associated with cyber and physical security, and the Company’s programs and practices to monitor and mitigate these risks.

Management prepares comprehensive cyber security reports that are discussed at each meeting of the Finance Committee.

The reports focus on the changing threat landscape and the risks to the Company, describe Eversource’s cyber security drills and exercises, attempted and actual breaches on our systems, cyber incidents within the utility industry and around the world, and mitigation strategies.

In addition, third-party experts of cyber security risks provide periodic assessments to the utility industry and the Company in particular to the Finance Committee.

The Company regularly reviews and updates its cyber and system security programs, and the Finance Committee continues to enhance its robust oversight activities, including meetings with financial, information technology, legal and accounting management, other members of the Board, representatives of the Company’s independent registered public accounting firm, and outside advisors and experts in cyber security risks, at which cyber and system security programs and issues that might affect the Company’s financial statements and operational systems are discussed.

The Company has a robust Enterprise Risk Management Program which has identified cyber security as a top enterprise risk.

The managing and monitoring of risks are the responsibility of the Company’s Risk Committee, which meets quarterly and is chaired by the Chief Financial Officer.

The Company is committed to continuous monitoring and assessment of cyber security controls.

The Chief Information Security Officer is responsible for developing, implementing, and enforcing our cyber security program and information security policies to protect the Company’s information systems and operational assets.

The Chief Information Security Officer position requires at least 15 years of relevant information security experience and relevant security certifications.

The Chief Information Security Officer reports directly to the Chief Information Officer and provides regular updates to the executive management team.

Our Chief Information Security Officer has over 20 years of relevant experience.

The Company created a Cyber Governance Committee, which includes the Chief Information Security Officer, Chief Information Technology Officer, Chief Accounting Officer, members of the executive management team, and other assurance functions such as Corporate Compliance, Enterprise Risk Management, and Internal Audit.

To assess, identify and manage material risks from cybersecurity threats and to prevent, detect, mitigate and remediate a cyber security or ransomware incident, the following key processes and programs have been implemented and are performed by the Company’s Cyber Security Group, which is overseen by the Chief Information Security Officer:

- Implementation of security solutions and standards based on industry best practices to prevent unauthorized access.

The Company’s cyber program has been modeled after the National Institute of Standards and Technology framework; a widely accepted framework utilized by critical infrastructure industries.

- Periodic external assessments, including outside system access testing, are performed.

Rigorous auditing of all safeguards is performed on a regular basis.

Risk assessments are held to identify and address new and changing risks to protect systems and sensitive data.

Identified areas are monitored and improvements are implemented.

- Eversource participates in information sharing programs both within and outside the utility industry, including with the U.S. government and industry organizations, to be able to identify and respond to emerging threats.

- The Company maintains current incident response and business continuity plans, which are periodically updated and tested.

- Network activity is monitored on an ongoing basis.

- Anti-phishing and malware tools are utilized and assessed.

- Employees are trained to recognize phishing attempts and are periodically tested.

Results of phishing testing are benchmarked against other companies both within and outside the utility industry.

Specific to third parties, Eversource has implemented formal screening processes for any applicable vendors by the Company’s Cyber Security Group as part of the Procurement process.

The vendors are risk ranked based on the type of work being performed.

Periodic rescreening is performed on critical vendors.

Vendors are required to attest to their business continuity programs and provide evidence of appropriate insurance and indemnification agreements.

The Company bars sourcing from countries included on the Department of Homeland Security’s list of Prohibited Nations to further protect the Company’s supply chain.

The Company maintains cyber insurance which covers breaches of networks and operational technology.

Our existing insurance limits may be inadequate to cover a material cyber incident.

This could expose us to potentially significant claims and damages.

As of December 31, 2023, there were no risks from cybersecurity threats, including due to any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect the Company, its business strategy, results of operations, or financial condition.

As of December 31, [removed: 2022,] [added: 2023,] Eversource and our electric operating subsidiaries owned the following:

| Number of substations owned | | | [removed: 474] [added: 455] | | | | | | [removed: 73] [added: 76] | | |

| Transformer capacity (in kVa) | | | [removed: 44,614,960] [added: 47,706,000] | | | | | | [removed: 19,129,000] [added: 16,222,000] | | |

| Overhead lines (in circuit miles) | | | [removed: 40,502] [added: 40,673] | | | | | | [removed: 3,984] [added: 3,992] | | |

| Underground lines (in circuit miles) | | | [removed: 18,085] [added: 18,119] | | | | | | 423 | | |

| Underground lines (in circuit miles) | | | [removed: 6,839] [added: 6,884] | | | | | | 143 | | | | | | [removed: 9,167] [added: 9,135] | | | | | | 277 | | | | | | [removed: 2,079] [added: 2,100] | | | | | | 3 | | |

| Underground and overhead line transformers in service | | | [removed: 680,739] [added: 638,464] | | | | | | [removed: 293,512] [added: 293,942] | | | | | | [removed: 217,089] [added: 173,705] | | | | | | [removed: 170,138] [added: 170,817] | | |

As of December 31, [removed: 2022,] [added: 2023,] NSTAR Electric owned the following solar power facilities:

As of December 31, [removed: 2022,] [added: 2023,] NSTAR Gas owned 22 active gate stations, 147 district regulator stations, and approximately [removed: 3,324] [added: 3,330] miles of natural gas main pipeline.

As of December 31, [removed: 2022,] [added: 2023,] EGMA owned 14 active gate stations, 191 district regulator stations, and approximately [removed: 5,011] [added: 5,033] miles of natural gas main pipeline.

As of December 31, [removed: 2022,] [added: 2023,] Yankee Gas owned 28 active gate stations, 200 district regulator stations, and approximately [removed: 3,519] [added: 3,540] miles of natural gas main pipeline.

As of December 31, [removed: 2022,] [added: 2023,] NSTAR Gas [removed: and EGMA] owned [removed: 1.0 and 0.5] [added: 0.65] miles of intrastate transmission natural gas [removed: pipeline, respectively.][added: pipeline.]

As of December 31, [removed: 2022,] [added: 2023,] Aquarion owned and operated sources of water supply with a combined yield of approximately [removed: 133] [added: 135] million gallons per day; [removed: 3,746] [added: 3,802] miles of transmission and distribution mains; 10 surface water treatment plants; 36 dams; and [removed: 116] [added: 119] wellfields.

Aquarion Water Company of New Hampshire and Abenaki Water Company The NHPUC, pursuant to statutory law, has issued orders granting and affirming AWC-NH’s and [removed: Abenaki’s] [added: Abenaki Water Company’s] exclusive franchises to own, operate, and manage plant and equipment and any part of the same, for the conveyance of water for the public located within its franchise territory.

[removed: Abenaki’s] [added: Abenaki Water Company’s] franchises extend to the boundaries of the water systems in the towns of Belmont, Bow, Carroll, and Gilford.

| Number of substations owned | | | 157 | | | | | | 21 | | | | | | 174 | | | | | | 30 | | | | | | 124 | | | | | | 25 | | |

| Transformer capacity (in kVa) | | | 21,850,000 | | | | | | 3,184,000 | | | | | | 21,420,000 | | | | | | 8,688,000 | | | | | | 4,436,000 | | | | | | 4,350,000 | | |

| Overhead lines (in circuit miles) | | | 16,738 | | | | | | 1,679 | | | | | | 11,619 | | | | | | 1,260 | | | | | | 12,316 | | | | | | 1,053 | | |

| Aggregate capacity (in kVa) | | | 39,360,574 | | | | | | 16,730,938 | | | | | | 15,327,341 | | | | | | 7,302,295 | | |

NSTAR Gas reclassified 0.35 miles of transmission pipeline from 49 CFR 192 Pipeline regulated to 49 CFR 193 LNG regulated at the Hopkinton LNG facility.

As of December 31, 2023, EGMA did not own any miles of intrastate transmission natural gas pipeline.

EGMA replaced its last remaining 0.5 miles of transmission pipeline.

The replacement pipeline was designed and engineered to be Distribution class.

EGMA Through its charter, which is unlimited in time, EGMA has the right to engage in the business of delivering and selling natural gas within its respective service territory, and has the power incidental thereto and is entitled to all the rights and privileges of and subject to the duties imposed upon natural gas companies under Massachusetts laws.

The locations in public ways for natural gas distribution pipelines are obtained from municipal and other state authorities who, in granting these locations, act as agents for the state.

In some cases, the actions of these authorities are subject to appeal to the DPU.

The rights to these locations are not limited in time and are subject to the action of these authorities and the legislature.

Under Massachusetts law, no other entity may provide natural gas delivery service to retail customers within the EGMA service territory without the written consent of EGMA.

This consent must be filed with the DPU and the municipality so affected.

| Number of substations owned | | | 175 | | | | | | 20 | | | | | | 176 | | | | | | 31 | | | | | | 123 | | | | | | 22 | | |

| Transformer capacity (in kVa) | | | 21,967,000 | | | | | | 3,184,000 | | | | | | 18,151,360 | | | | | | 11,595,000 | | | | | | 4,496,600 | | | | | | 4,350,000 | | |

| Overhead lines (in circuit miles) | | | 16,717 | | | | | | 1,678 | | | | | | 11,489 | | | | | | 1,252 | | | | | | 12,296 | | | | | | 1,054 | | |

| Aggregate capacity (in kVa) | | | 41,162,476 | | | | | | 16,574,834 | | | | | | 17,389,978 | | | | | | 7,197,664 | | |

Eversource Gas Company of Massachusetts Eversource Gas Company of Massachusetts holds valid franchises to sell natural gas in the areas in which it supplies natural gas service.

Generally, Eversource Gas Company of Massachusetts holds franchises to serve customers in areas designated by those franchises as well as in most other areas throughout Massachusetts so long as those areas are not occupied and served by another natural gas utility under a valid franchise of its own or are not subject to an exclusive franchise of another natural gas utility or by consent.

The following sets forth the executive officers of Eversource Energy as of February [removed: 15, 2023.][added: 14, 2024.]

All of Eversource Energy’s officers serve terms of one year and until their successors [added: are] elected and qualified.

| Joseph R. Nolan, Jr. | | | | | | [removed: 59] [added: 60] | | | | | | Chairman of the Board, President, Chief Executive Officer and a Trustee | | |

| John M. Moreira | | | | | | [removed: 61] [added: 62] | | | | | | Executive Vice President, Chief Financial Officer and Treasurer | | |

| Gregory B. Butler | | | | | | [removed: 65] [added: 66] | | | | | | Executive Vice President and General Counsel | | |

| [removed: Christine M. Carmody] [added: Susan Sgroi] | | | | | | [removed: 60] [added: 59] | | | | | | Executive Vice President-Human Resources and Information Technology | | |

| Penelope M. Conner | | | | | | [removed: 59] [added: 60] | | | | | | Executive Vice President-Customer Experience and Energy Strategy | | |

| James W. Hunt, III | | | | | | [removed: 51] [added: 52] | | | | | | Executive Vice President-Corporate Relations and Sustainability and Secretary | | |

| [removed: Werner J. Schweiger] [added: Paul Chodak III] | | | | | | [removed: 63] [added: 60] | | | | | | Executive Vice President and Chief Operating Officer | | |

| Jay S. Buth | | | | | | [removed: 53] [added: 54] | | | | | | Vice President, Controller and Chief Accounting Officer | | |

[removed: Carmody.*] [added: *Susan Sgroi.*] Ms. [removed: Carmody] [added: Sgroi] has served as Executive Vice President-Human Resources and Information Technology of Eversource Energy since [removed: August] [added: January] 8, [removed: 2016.][added: 2024.]

[removed: Schweiger.*] [added: *Paul Chodak III.*] Mr. [removed: Schweiger] [added: Chodak] has served as Executive Vice President and Chief Operating Officer of Eversource Energy since [removed: September 2, 2014.][added: November 13, 2023.]

Previously, Mr. Chodak served as Executive Vice President – Generation of American Electric Power Company, Inc. (“AEP”) from January 1, 2019 until September 15, 2023, and as Executive Vice President – Utilities of AEP from January 1, 2017 until December 31, 2018.

Previously, Ms. Sgroi served as Executive Vice President and Chief Human Resources Officer of Blue Cross and Blue Shield of Massachusetts from 2015 until October 31, 2023.

| | | | | | | | | | | | | | | |

*Christine M.

*Werner J.

As of January 31, [removed: 2023,] [added: 2024,] there were [removed: 30,115] [added: 29,025] registered common shareholders of our company on record.

As of the same date, there were a total of [removed: 348,483,425] [added: 349,687,183] shares outstanding.

The performance graph below illustrates a five-year comparison of cumulative total returns based on an initial investment of $100 in [removed: 2017] [added: 2018] in Eversource Energy common stock, as compared with the S&P 500 Stock Index and the EEI Index for the period [removed: 2017] [added: 2018] through [removed: 2022,] [added: 2023,] assuming all dividends are reinvested.

[removed: ][added: ]

| | | | [removed: 2017 | | |] 2018 | | | 2019 | | | 2020 | | | 2021 | | | 2022 | | | [added: 2023 | | |]

| Eversource Energy | | | $100 | | | $134 | | | $140 | | | $152 | | | $144 | | | $111 | | |

| EEI Index | | | $100 | | | $126 | | | $124 | | | $146 | | | $147 | | | $134 | | |

| S&P 500 | | | $100 | | | $131 | | | $156 | | | $200 | | | $164 | | | $207 | | |

| October 1 - October 31, 2023 | | | — | | | | | | $ | — | | | | | — | | | | | | — | | |

| November 1 - November 30, 2023 | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| December 1 - December 31, 2023 | | | 2,941 | | | | | | 61.80 | | | | | | — | | | | | | — | | |

| Total | | | 2,941 | | | | | | $ | 61.80 | | | | | — | | | | | | — | | |

| Eversource Energy | | | $100 | | | $106 | | | $143 | | | $149 | | | $162 | | | $154 | | |

| EEI Index | | | $100 | | | $104 | | | $130 | | | $129 | | | $151 | | | $153 | | |

| S&P 500 | | | $100 | | | $96 | | | $126 | | | $149 | | | $192 | | | $157 | | |

| October 1 - October 31, 2022 | | | — | | | | | | $ | — | | | | | — | | | | | | — | | |

| November 1 - November 30, 2022 | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| December 1 - December 31, 2022 | | | 2,214 | | | | | | 84.21 | | | | | | — | | | | | | — | | |

| Total | | | 2,214 | | | | | | $ | 84.21 | | | | | — | | | | | | — | | |

Based on this evaluation under the framework in COSO, management concluded that internal controls over financial reporting were effective as of December 31, [removed: 2022.][added: 2023.]

We have audited the internal control over financial reporting of Eversource Energy and subsidiaries (the “Company”) as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2022,] [added: 2023,] of the Company and our report dated February [removed: 15, 2023,] [added: 14, 2024,] expressed an unqualified opinion on those financial statements.

We have audited the accompanying consolidated balance sheets of Eversource Energy and subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income, comprehensive income, common shareholders’ equity, and cash flows, for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and the schedules listed in the Index at Item 15 of Part IV (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 15, 2023,] [added: 14, 2024,] expressed an unqualified opinion on the Company’s internal control over financial reporting.

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current-period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

| (Thousands of Dollars) | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Cash | | | $ | [removed: 47,597] [added: 53,873] | | | | | $ | [removed: 66,773] [added: 47,597] | |

| Cash Equivalents | | | [removed: 327,006] [added: —] | | | | | | [removed: —] [added: 327,006] | | |

| Receivables, Net (net of allowance for uncollectible accounts of [removed: $486,297] [added: $554,455] and [removed: $417,406] [added: $486,297] as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively) | | | [removed: 1,517,138] [added: 1,431,531] | | | | | | [removed: 1,226,069] [added: 1,517,138] | | |

| Unbilled Revenues | | | [removed: 238,968] [added: 225,325] | | | | | | [removed: 210,879] [added: 238,968] | | |

| Materials, Supplies, Natural Gas and REC Inventory | | | [removed: 374,395] [added: 507,307] | | | | | | [removed: 267,547] [added: 374,395] | | |

| Regulatory Assets | | | [removed: 1,335,491] [added: 1,674,196] | | | | | | [removed: 1,129,093] [added: 1,335,491] | | |

| Prepayments and Other Current Assets | | | [removed: 382,603] [added: 355,762] | | | | | | [removed: 369,759] [added: 382,603] | | |

| Total Current Assets | | | [removed: 4,223,198] [added: 4,247,994] | | | | | | [removed: 3,270,120] [added: 4,223,198] | | |

| Property, Plant and Equipment, Net | | | [removed: 36,112,820] [added: 39,498,607] | | | | | | [removed: 33,377,650] [added: 36,112,820] | | |

| Regulatory Assets | | | [removed: 4,242,794] [added: 4,714,970] | | | | | | [removed: 4,586,709] [added: 4,242,794] | | |

| Goodwill | | | [removed: 4,522,632] [added: 4,532,100] | | | | | | [removed: 4,477,269] [added: 4,522,632] | | |

| Investments in Unconsolidated Affiliates | | | [removed: 2,176,080] [added: 660,473] | | | | | | [removed: 1,436,293] [added: 2,176,080] | | |

| Prepaid Pension and PBOP | | | [removed: 1,045,524] [added: 1,028,207] | | | | | | [removed: 271,987] [added: 1,045,524] | | |

| Marketable Securities | | | [removed: 366,508] [added: 337,814] | | | | | | [removed: 460,347] [added: 366,508] | | |

| Other Long-Term Assets | | | [removed: 541,344] [added: 592,080] | | | | | | [removed: 611,769] [added: 541,344] | | |

| Total Deferred Debits and Other Assets | | | [removed: 12,894,882] [added: 11,865,644] | | | | | | [removed: 11,844,374] [added: 12,894,882] | | |

| Total Assets | | | $ | [removed: 53,230,900] [added: 55,612,245] | | | | | $ | [removed: 48,492,144] [added: 53,230,900] | |

| Notes Payable | | | $ | [removed: 1,442,200] [added: 1,930,422] | | | | | $ | [removed: 1,505,450] [added: 1,442,200] | |

| Long-Term Debt – Current Portion | | | [removed: 1,320,129] [added: 824,847] | | | | | | [removed: 1,193,097] [added: 1,320,129] | | |

| Accounts Payable | | | [removed: 2,113,905] [added: 1,869,187] | | | | | | [removed: 1,672,230] [added: 2,113,905] | | |

| Regulatory Liabilities | | | [removed: 890,786] [added: 591,750] | | | | | | [removed: 602,432] [added: 890,786] | | |

| Other Current Liabilities | | | [removed: 989,053] [added: 1,081,981] | | | | | | [removed: 830,620] [added: 989,053] | | |

| Total Current Liabilities | | | [removed: 6,799,283] [added: 6,341,397] | | | | | | [removed: 5,847,039] [added: 6,799,283] | | |

| Accumulated Deferred Income Taxes | | | [removed: 5,067,902] [added: 5,303,730] | | | | | | [removed: 4,597,120] [added: 5,067,902] | | |

| Regulatory Liabilities | | | [removed: 3,930,305] [added: 4,022,923] | | | | | | [removed: 3,866,251] [added: 3,930,305] | | |

| Derivative Liabilities | | | [removed: 143,929] [added: 67,999] | | | | | | [removed: 235,387] [added: 143,929] | | |

| Asset Retirement Obligations | | | [removed: 502,713] [added: 505,844] | | | | | | [removed: 500,111] [added: 502,713] | | |

| Accrued Pension, SERP and PBOP | | | [removed: 135,473] [added: 123,754] | | | | | | [removed: 242,463] [added: 135,473] | | |

| Other Long-Term Liabilities | | | [removed: 888,081] [added: 961,239] | | | | | | [removed: 971,080] [added: 888,081] | | |

| Total Deferred Credits and Other Liabilities | | | [removed: 10,668,403] [added: 10,985,489] | | | | | | [removed: 10,412,412] [added: 10,668,403] | | |

February 14, 2024

February 14, 2024

Investments in Unconsolidated Affiliates – Impact of Offshore Wind Impairment and Offshore Wind Divestiture - Refer to Note 6 to the Financial Statements

Eversource’s offshore wind business includes 50 percent ownership interests in each of North East Offshore and South Fork Class B Member, LLC, which collectively hold three offshore wind projects.

North East Offshore holds the Revolution Wind project and the Sunrise Wind project.

South Fork Class B Member, LLC holds the South Fork Wind project.

Eversource’s offshore wind business also includes a noncontrolling tax equity investment in South Fork Wind through a 100 percent ownership in South Fork Wind Holdings, LLC Class A shares.

The offshore wind projects are being developed and constructed through joint and equal partnerships with Ørsted.

In the second quarter of 2023, the Company announced that it had completed the strategic review of its offshore wind investments and determined that it would continue to pursue the sale of its offshore wind investments.

The Company also entered into a purchase and sale agreement with Ørsted for its 50% interest in an uncommitted lease area and committed to provide tax equity for the South Fork Wind project through a new tax equity ownership interest.

In connection with the conclusion of the strategic review, Eversource evaluated its aggregate investment in the projects, uncommitted lease area, and other related capitalized costs and determined that the carrying value of the equity method offshore wind investment exceeded the fair value of the investment and that the decline was other-than-temporary.

The estimate of fair value was based on the expected sale price of the Company’s 50 percent interest in the three contracted projects based on the most recent bid value, the sale price of the uncommitted lease area included in the purchase and sale agreement, expected investment tax credits and potential investment tax credit adder amounts, the value of the tax equity ownership interest, and the expectation of a successful repricing of the Sunrise Wind Offshore Renewable Energy Credit (“OREC”) contract.

As a result, the Company recognized an other-than temporary impairment charge in the second quarter of 2023.

In the fourth quarter of 2023, The New York State Public Service Commission denied Sunrise Wind’s petition to amend its OREC contract to increase the contract price to cover increased costs and inflation.

Also during the fourth quarter, project construction forecasts were updated, and these new forecasts reflected additional expenditures for construction and scheduling related pressures, including the availability and increased cost of installation vessels and supply chain cost increases related to foundation fabrication.

In determining the current fair value of the investments, these updated projections exceeded the previously estimated projections for construction expenditures, which resulted in a revised sales price that is now significantly lower than the previous bid value.

Accordingly, the Company also recognized an other-than temporary impairment charge in the fourth quarter of 2023.

We identified the evaluation of other-than-temporary impairment charge for the offshore wind investment as a critical audit matter.

It involves a significant degree of judgment and estimation, including identifying circumstances that indicate an impairment may exist at the equity method investment level, selecting discount rates used to determine fair values, and developing an estimate of discounted future cash flows expected from

investment operations or the sale of the investment.

This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the price and the discount rate used in the discounted future cash flow method.

Our audit procedures related to the discount rate used to determine fair market values and the estimates of discounted future cash flows expected from the sale of the investment.

- We tested the effectiveness of management’s controls over impairment considerations including the aggregate investment in the projects, the sale price of the uncommitted lease area, and other related capitalized costs, as well as the discounted cash flow analysis for the offshore wind investments.

We tested the effectiveness of management’s controls over the initial recognition of the impairment charge.

- We evaluated the Company’s disclosures related to the impairment charges disclosed in the financial statements.

- We evaluated the assumptions utilized within the discounted cash flow model used in the Company’s impairment analysis.

- We made inquiries of management and evaluated the full impairment analysis from management that supported the other-than-temporary impairment charge in accordance with ASC 323-10-35-32A “Equity Method and Joint Ventures – Subsequent Measurement”.

February 14, 2024

| (Thousands of Dollars) | | | 2023 | | | | | | 2022 | | |

| Impairments of Offshore Wind Investments | | | 2,167,000 | | | | | | — | | | | | | — | | |

| Net Loss | | | | | | | | | | | | (434,721) | | | | | | | | | (434,721) | | |

| Issuance of Treasury Shares | | | 1,096,411 | | | | | | 57,770 | | | | | | | | | 20,543 | | | 78,313 | | |

| Balance as of December 31, 2023 | | | 349,540,266 | | | $ | 1,799,920 | | $ | 8,460,876 | | $ | 4,142,515 | | $ | (33,737) | | $ | (195,682) | | $ | 14,173,892 | |

| Net (Loss)/Income | | | $ | (434,721) | | | | | $ | 1,412,394 | | | | | $ | 1,228,046 | |

| Depreciation | | | 1,305,840 | | | | | | 1,194,246 | | | | | | 1,103,008 | | |

| Amortization | | | (490,117) | | | | | | 448,892 | | | | | | 231,965 | | |

| Impairments of Offshore Wind Investments | | | 2,167,000 | | | | | | — | | | | | | — | | |

| Proceeds from Unconsolidated Affiliates | | | 1,090,662 | | | | | | — | | | | | | — | | |

Based on this evaluation under the framework in COSO, management concluded that internal controls over financial reporting were effective as of December 31, 2023.

February 14, 2024

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

February 15, 2023

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance as of January 1, 2020 | | | 329,880,645 | | | $ | 1,729,292 | | $ | 7,087,768 | | $ | 4,177,048 | | $ | (65,059) | | $ | (299,055) | | $ | 12,629,994 | |

| Net Income | | | | | | | | | | | | 1,212,686 | | | | | | | | | 1,212,686 | | |

| Issuance of Common Shares - $5 par value | | | 11,960,000 | | | 59,800 | | | 889,860 | | | | | | | | | | | | 949,660 | | |

| Issuance of Treasury Shares | | | 1,113,378 | | | | | | 50,812 | | | | | | | | | 21,076 | | | 71,888 | | |

| Capital Stock Expense | | | | | | | | | (20,667) | | | | | | | | | | | | (20,667) | | |

| Adoption of Accounting Standards Update 2016-13 | | | | | | | | | | | | (1,514) | | | | | | | | | (1,514) | | |

| Acquisition of Assets of Columbia Gas of Massachusetts, Net of Restricted Cash | | | — | | | | | | — | | | | | | (1,113,252) | | |

| Proceeds from the Sale of Hingham Water System | | | — | | | | | | — | | | | | | 110,536 | | |

| Other Current Liabilities | | | 163,875 | | | | | | 141,955 | | |

| Accrued Pension, SERP and PBOP | | | 12,887 | | | | | | 26,820 | | |

| Balance as of January 1, 2020 | | | 6,035,205 | | | | | | $ | 60,352 | | | | | $ | 2,535,765 | | | | | $ | 1,791,392 | | | | | $ | 316 | | | | | $ | 4,387,825 | |

| Net Income | | | | | | | | | | | | | | | | | | | | | 457,934 | | | | | | | | | | | | 457,934 | | |

| Adoption of Accounting Standards Update 2016-13 | | | | | | | | | | | | | | | | | | | | | (900) | | | | | | | | | | | | (900) | | |

We also read the November 30, 2022 Massachusetts Department of Public Utilities final decision on the NSTAR Electric distribution rate case proceeding as well as the publicly available filings made by NSTAR Electric and related attachments.

| Taxes Receivable | | | 45,474 | | | | | | 80,617 | | |

| Accrued SERP | | | 1,619 | | | | | | 2,046 | | |

| Other Long-Term Liabilities | | | 287,694 | | | | | | 345,888 | | |

| Balance as of January 1, 2020 | | | 200 | | | | | | $ | — | | | | | $ | 1,813,442 | | | | | $ | 2,346,287 | | | | | $ | 155 | | | | | $ | 4,159,884 | |

| Net Income | | | | | | | | | | | | | | | | | | | | | 445,001 | | | | | | | | | | | | 445,001 | | |

| Adoption of Accounting Standards Update 2016-13 | | | | | | | | | | | | | | | | | | | | | (161) | | | | | | | | | | | | (161) | | |

| (Decrease)/Increase in Notes Payable | | | (162,500) | | | | | | (32,500) | | | | | | 184,500 | | |

| Accrued Pension, SERP and PBOP | | | 6,508 | | | | | | 30,184 | | |

| Balance as of January 1, 2020 | | | 301 | | | | | | $ | — | | | | | $ | 903,134 | | | | | $ | 490,306 | | | | | $ | (1,707) | | | | | $ | 1,391,733 | |

| Net Income | | | | | | | | | | | | | | | | | | | | | 147,312 | | | | | | | | | | | | 147,312 | | |

| Adoption of Accounting Standards Update 2016-13 | | | | | | | | | | | | | | | | | | | | | (300) | | | | | | | | | | | | (300) | | |

| Pension Contributions | | | — | | | | | | — | | | | | | (19,500) | | |

For the year ended December 31, 2022, no impairments to goodwill, long-lived assets, available-for-sale debt securities, or equity method investment carrying values were identified.

As of December 31, 2022 and 2021, the total amount incurred as a result of COVID-19 included in the allowance for uncollectible accounts was $50.9 million and $55.3 million at Eversource, $16.0 million and $23.9 million at CL&P, and $4.1 million and $9.0 million at NSTAR Electric, respectively.

At our Connecticut and Massachusetts utilities, the COVID-19 related uncollectible amounts were deferred either as incremental regulatory costs or deferred through existing regulatory tracking mechanisms that recover uncollectible energy supply costs, as management believes it is probable that these costs will ultimately be recovered from customers in future rates.

No COVID-19 related uncollectible amounts were deferred at PSNH as a result of a July 2021 NHPUC order.

Based on the status of our COVID-19 regulatory dockets, policies and practices in the jurisdictions in which we operate, we believe the state regulatory commissions in Connecticut and Massachusetts will allow us to recover our incremental uncollectible customer receivable costs associated with COVID-19.

| Balance as of January 1, 2020 | | | $ | 143.3 | | | | | $ | 81.5 | | | | | $ | 224.8 | | | | | $ | 80.1 | | | | | $ | 17.2 | | | | | $ | 97.3 | | | | | $ | 43.9 | | | | | $ | 31.5 | | | | | $ | 75.4 | | | | | $ | 10.5 | |

| ASU 2016-13 Implementation Impact on January 1, 2020 | | | 21.6 | | | | | | 2.2 | | | | | | 23.8 | | | | | | 21.3 | | | | | | 0.9 | | | | | | 22.2 | | | | | | (1.6) | | | | | | 0.3 | | | | | | (1.3) | | | | | | 0.3 | | |

| Increase due to CMA acquisition | | | — | | | | | | 24.2 | | | | | | 24.2 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Uncollectible Expense | | | — | | | | | | 53.5 | | | | | | 53.5 | | | | | | — | | | | | | 12.9 | | | | | | 12.9 | | | | | | — | | | | | | 15.3 | | | | | | 15.3 | | | | | | 5.2 | | |

Based on this evaluation under the framework in COSO, management concluded that internal controls over financial reporting at Eversource, CL&P, NSTAR Electric and PSNH were effective as of December 31, [removed: 2022.][added: 2023.]

Management, on behalf of Eversource, CL&P, NSTAR Electric and PSNH, evaluated the design and operation of the disclosure controls and procedures as of December 31, [removed: 2022] [added: 2023] to determine whether they are effective in ensuring that the disclosure of required information is made timely and in accordance with the Securities Exchange Act of 1934 and the rules and regulations of the SEC.

There have been no changes in internal controls over financial reporting for Eversource, CL&P, NSTAR Electric and PSNH during the quarter ended December 31, [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.

No [added: additional] information is required to be disclosed under this item as of December 31, [removed: 2022,] [added: 2023,] as this information has been previously disclosed in applicable reports on Form 8-K during the fourth quarter of [removed: 2022.][added: 2023.]

During the quarter ended December 31, 2023, none of the Company’s directors or officers adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as such terms are defined under Item 408 of Regulation S-K.

Certain information required by this Item 10 is omitted for [added: CL&P,] NSTAR Electric and PSNH pursuant to Instruction I(2)(c) to Form 10-K, Omission of Information by Certain Wholly Owned Subsidiaries.

[removed: In addition to the] [added: The] information [removed: provided below concerning the executive officers of] [added: required by this Item 10 for] Eversource [removed: Energy,] [added: Energy is] incorporated herein by reference [removed: is the information] to [removed: be] [added: certain information] contained in the sections captioned “Election of Trustees,” [added: and] “Governance of Eversource Energy” [removed: and the] [added: plus] related subsections, [removed: “Selection] of [removed: Trustees,” and “Delinquent Section 16(a) Reports” of] Eversource Energy’s definitive proxy statement for solicitation of proxies, expected to be filed with the SEC on or about March [removed: 24, 2023.][added: 22, 2024.]

Information concerning executive officers of Eversource Energy required by this Item 10 is reported under a separate caption entitled “Information About Our Executive Officers” in Part I of this report.

CL&P, NSTAR Electric and PSNH

The information in Item 10 is provided as of February 15, 2023, except where otherwise indicated.

Eversource Energy and CL&P

Ms. Conner and Messrs.

Butler, Moreira and Schweiger, four of the seven CL&P Board of Directors are employees of Eversource Service.

Messrs.

Howard, McGrath and Nicholson were elected to the CL&P Board effective June 1, 2022 and are non-employee Directors of CL&P.

Directors are elected annually to serve for one year until their successors are elected and qualified.

CL&P is a wholly owned subsidiary of Eversource Energy.

Set forth below is certain information concerning CL&P’s directors as well as Eversource Energy’s and CL&P’s executive officers:

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name | | | | | | Age | | | | | | Title | | |

| Joseph R. Nolan, Jr. 1 | | | | | | 59 | | | | | | Chairman of the Board, President, Chief Executive Officer and a Trustee of Eversource Energy | | |

| John M. Moreira | | | | | | 61 | | | | | | Executive Vice President, Chief Financial Officer and Treasurer of Eversource Energy and CL&P; Director of CL&P | | |

| Gregory B. Butler | | | | | | 65 | | | | | | Executive Vice President and General Counsel of Eversource Energy and CL&P; Director of CL&P | | |

| Christine M. Carmody 1 | | | | | | 60 | | | | | | Executive Vice President-Human Resources and Information Technology of Eversource Energy | | |

| Penelope M. Conner | | | | | | 59 | | | | | | Executive Vice President-Customer Experience and Energy Strategy of Eversource Energy; Director of CL&P | | |

| Chandler J. Howard | | | | | | 71 | | | | | | Director of CL&P | | |

| James W. Hunt, III 1 | | | | | | 51 | | | | | | Executive Vice President-Corporate Relations and Sustainability and Secretary of Eversource Energy | | |

| Patrick J. McGrath | | | | | | 50 | | | | | | Director of CL&P | | |

| Ian G. Nicholson | | | | | | 55 | | | | | | Director of CL&P | | |

| Werner J. Schweiger | | | | | | 63 | | | | | | Executive Vice President and Chief Operating Officer of Eversource Energy; Chairman, Chief Executive Officer and Director of CL&P | | |

| Stephen T. Sullivan | | | | | | 61 | | | | | | President and Chief Operating Officer of CL&P | | |

| Jay S. Buth | | | | | | 53 | | | | | | Vice President, Controller and Chief Accounting Officer of Eversource Energy and CL&P | | |

1 Deemed an executive officer of CL&P pursuant to Rule 3b-7 under the Securities Exchange Act of 1934.

*Joseph R.

Nolan, Jr.* Mr. Nolan has served as Chairman of the Board of Eversource Energy since January 1, 2023, and has served as President and Chief Executive Officer and a Trustee of Eversource Energy since 2021.

Previously, Mr. Nolan served as Executive Vice President-Strategy, Customer and Corporate Relations of Eversource Energy from February 5, 2020 until May 5, 2021, and as Executive Vice President-Customer and Corporate Relations of Eversource Energy from August 8, 2016 to February 5, 2020.

Based on his experience as described, Mr. Nolan has the skills and qualifications necessary to serve as a Trustee of Eversource Energy.

*John M.

Moreira.* Mr. Moreira has served as Executive Vice President, Chief Financial Officer and Treasurer of Eversource Energy and CL&P since May 4, 2022.

He previously served as Senior Vice President-Financial and Regulatory and Treasurer of Eversource Energy and CL&P from September 12, 2018 until May 4, 2022.

Based on his experience as described, Mr. Moreira has the skills and qualifications necessary to serve as a Director of CL&P.

*Gregory B.

Butler*.

Mr. Butler has served as General Counsel of Eversource Energy since May 1, 2001, and of CL&P since March 9, 2006.

He has served as Executive Vice President of Eversource Energy and CL&P since August 8, 2016.

He has served as a Director of CL&P since April 22, 2009.

Based on his experience as described, Mr. Butler has the skills and qualifications necessary to serve as a Director of CL&P.

*Christine M.

The information required by this Item 11 for Eversource Energy is incorporated herein by reference to certain information contained in Eversource Energy's definitive proxy statement for solicitation of proxies, which is expected to be filed with the SEC on or about March [removed: 24, 2023,] [added: 22, 2024,] under the sections captioned “Compensation Discussion and Analysis,” plus related subsections, and “Compensation Committee Report,” plus related subsections following such Report.

[removed: NSTAR ELECTRIC] [added: CL&P, NSTAR Electric] and PSNH

Certain information required by this Item 11 has been omitted for [added: CL&P,] NSTAR Electric and PSNH pursuant to Instruction I(2)(c) to Form 10-K, Omission of Information by Certain Wholly-Owned Subsidiaries.

CL&P

The information in this Item 11 relates solely to CL&P.

COMPENSATION DISCUSSION AND ANALYSIS

CL&P is a wholly-owned subsidiary of Eversource Energy.

Its board of directors consists of four executive officers of Eversource Energy system companies and three independent, non-employee directors who were elected to the board of directors on June 1, 2022 in accordance with the previously noted settlement agreement with PURA.

CL&P does not have a compensation committee, and the Compensation Committee of Eversource Energy's Board of Trustees determines compensation for the executive officers of CL&P, including their salaries, annual incentive awards and long-term incentive awards.

All of CL&P's “Named Executive Officers,” as defined below, also serve or served as officers of Eversource Energy and one or more other subsidiaries of Eversource Energy.

Compensation set by the Compensation Committee of Eversource Energy (the “Committee”) and set forth herein is for services rendered to Eversource Energy and its subsidiaries by such officers in all capacities.

This Compensation Discussion and Analysis (CD&A) provides information about Eversource Energy’s compensation principles, objectives, plans, policies and actions for its Named Executive Officers.

The discussion describes the specific components used in its compensation programs and approach to executive compensation, how Eversource Energy measures performance, and how Eversource Energy’s compensation principles were applied to compensation awards and decisions that were made by the Compensation Committee for the Named Executive Officers, as presented in the tables and narratives that follow.

While this discussion focuses primarily on 2022 information, it also addresses decisions that were made in prior periods to the extent that these decisions are relevant to the full understanding of Eversource Energy’s compensation programs and the decisions that were made regarding 2022 performance.

The CD&A also contains an assessment of performance measured against established 2022 goals and additional accomplishments, the compensation awards made by the Compensation Committee, and other information relating to Eversource Energy’s compensation programs, including:

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| \= | | | Summary of 2022 Accomplishments | | | \= | | | 2022 Annual Incentive Program Assessment | | |

| \= | | | Pay for Performance Philosophy | | | \= | | | Long-Term Incentive Program | | |

| \= | | | Executive Compensation Governance | | | \= | | | Clawback, No Hedging and No Pledging Policies | | |

| \= | | | Named Executive Officers | | | \= | | | Share Ownership Guidelines and Retention Requirements | | |

| \= | | | Overview of the Compensation Program | | | \= | | | Other Benefits | | |

| \= | | | Market Analysis | | | \= | | | Contractual Agreements | | |

| \= | | | Mix of Compensation Elements | | | \= | | | Tax and Accounting Considerations | | |

| \= | | | Results of 2022 Say on Pay Vote | | | \= | | | Equity Grant Practices | | |

| \= | | | Elements of 2022 Compensation | | | \= | | | Compensation Committee Report | | |

| \= | | | Risk Analysis of Executive Compensation Program | | | | | | | | |

Summary of 2022 Accomplishments

2022 Financial and Operational Accomplishments

In 2022, Eversource Energy continued to outperform its peers in most financial metrics, demonstrate our leadership in ESG, and achieve the operational goals as set by the Committee, while continuing to safeguard our employees and customers.

The following is a summary of some of the most important accomplishments in 2022:

- FINANCIAL PERFORMANCE: 2022 GAAP earnings per share equaled $4.05 per share, and non-GAAP earnings per share equaled $4.09.

Non-GAAP earnings excludes $5.0 million of certain charges described below and in Exhibit A.(1)


- DIVIDENDS PAID: The Board of Trustees increased the annual dividend rate by 5.8 percent for 2022 to $2.55 per share, which exceeded the median dividend growth rate of 4.5 percent for the utilities that constitute the Edison Electric Institute Index (EEI Utility Index).


- SHAREHOLDER RETURN: Eversource Energy’s Total Shareholder Return (TSR) in 2022 was -5.0 percent, compared to 1.2 percent for the EEI Index of 39 companies.

While our performance in recent years has trailed the EEI Utility Index, Eversource has continued to outperform the EEI Utility Index over the last five- and 10-year periods.

This long-term performance ranks Eversource among the top 15 companies in the Index.

An investment of $1,000 in Eversource’s common shares for the 10-year period beginning January 1, 2013 was

(1) Non-GAAP EPS presented in this proxy statement excludes $0.04 per share relating to (1) the Columbia Gas acquisition and related transition costs in 2022 (2) charges in 2022 related to the acquisition and transition of New England Service Company and The Torrington Water Company and (3) charges in 2022 related to the strategic review of offshore wind.

Eversource Energy uses this non-GAAP financial measure to more fully compare and explain 2022 earnings results without including the impact of these costs.

Due to the effect of such costs on net income attributable to common shareholders, management believes that the non-GAAP presentation is a more meaningful representation of Eversource Energy’s financial performance and provides additional information to readers in analyzing historical and future performance of the business.

In addition to the information below under "Securities Authorized for Issuance Under Equity Compensation Plans," incorporated herein by reference is the information contained in the sections [removed: "Common Share] [added: "Securities] Ownership of Certain Beneficial Owners" and "Common Share Ownership of Trustees and Management" of Eversource Energy's definitive proxy statement for solicitation of proxies, expected to be filed with the SEC on or about March [removed: 24, 2023.][added: 22, 2024.]

[removed: NSTAR ELECTRIC] [added: CL&P, NSTAR Electric] and PSNH

Certain information required by this Item 12 has been omitted for [added: CL&P,] NSTAR Electric and PSNH pursuant to Instruction I(2)(c) to Form 10-K, Omission of Information by Certain Wholly-Owned Subsidiaries.

The following table sets forth the number of Eversource Energy common shares issuable under Eversource Energy equity compensation plans, as well as their weighted exercise price, as of December 31, [removed: 2022,] [added: 2023,] in accordance with the rules of the SEC:

| Equity compensation plans approved by security holders | | | [removed: 1,177,024] [added: 1,336,666] | | | $— | | | [removed: 903,183] [added: 4,587,376] | | |

(1) Includes [removed: 629,734] [added: 672,242] common shares for distribution in respect of restricted share units, and [removed: 547,290] [added: 664,424] performance shares issuable at target, all pursuant to the terms of our Incentive [removed: Plan.][added: Plans.]

| Total | | | 1,336,666 | | | $— | | | 4,587,376 | | |

For information regarding our Incentive Plans, see Note 11C, "Employee Benefits - Share Based Payments," to the financial statements.

CL&P

COMMON SHARE OWNERSHIP OF DIRECTORS AND MANAGEMENT

Eversource Energy owns 100 percent of the outstanding common stock of CL&P.

The table below shows the number of Eversource Energy common shares beneficially owned as of February 15, 2023, by each of CL&P's directors and each Named Executive Officer of CL&P, as well as the number of Eversource Energy common shares beneficially owned by all of CL&P's directors and executive officers as a group.

The table also includes information about restricted share units and deferred shares credited to the accounts of CL&P's directors and executive officers under certain compensation and benefit plans.

No equity securities of CL&P are owned by any of the Trustees, directors or executive officers of Eversource Energy or CL&P.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name of Beneficial Owner | | | | | | Amount and Nature of Beneficial Ownership (1)(2)(3) | | | | | | | | | Percent of Class | | |

| Werner J. Schweiger, Chairman and Chief Executive Officer, and a director of CL&P | | | | | | 228,152 | | | (4) | | | | | | * | | |

| John M. Moreira, Executive Vice President, Chief Financial Officer and Treasurer, and a director of CL&P | | | | | | 21,993 | | | | | | | | | * | | |

| Gregory B. Butler, Executive Vice President and General Counsel, and a director of CL&P | | | | | | 91,034 | | | | | | | | | * | | |

| Christine M. Carmody, Executive Vice President-Human Resources and Information Technology of Eversource Energy | | | | | | 52,765 | | | | | | | | | * | | |

| James W. Hunt, III, Executive Vice President-Corporate Relations and Sustainability and Secretary of Eversource Energy | | | | | | 22,410 | | | | | | | | | * | | |

| Joseph R. Nolan, Jr., Chairman of the Board, President and Chief Executive Officer of Eversource Energy | | | | | | 163,205 | | | | | | | | | * | | |

| Philip J. Lembo, Former Executive Vice President and Chief Financial Officer of CL&P | | | | | | 87,044 | | | (5) | | | | | | * | | |

| Penelope M. Conner, Executive Vice President-Customer Experience and Energy Strategy of Eversource Energy, and a director of CL&P | | | | | | 22,111 | | | | | | | | | * | | |

| Chandler J. Howard, a director of CL&P | | | | | | — | | | | | | | | | * | | |

| Patrick J. McGrath, a director of CL&P | | | | | | 1 | | | | | | | | | * | | |

| Ian G. Nicholson, a director of CL&P | | | | | | — | | | | | | | | | * | | |

| All directors and executive officers as a group (13 persons) | | | | | | 719,799 | | | (6) | | | | | | * | | |

* Less than 1 percent of Eversource Energy common shares outstanding.

1.

The persons named in the table have sole voting and investment power with respect to all shares beneficially owned by each of them, except as noted below.

2.

Includes restricted share units, deferred restricted share units and/or deferred shares, including dividend equivalents, as to which none of the individuals has voting or investment power, and phantom shares held by executive officers who participate in a deferred compensation plan as follows: Mr. Schweiger: 103,738 shares; Mr. Moreira: 7,868 shares; Mr. Butler: 12,721 shares; Ms. Carmody: 10,270 shares; Mr. Hunt: 8,999 shares; Mr. Nolan: 112,314 shares; Mr. Lembo: 10,347 shares; and Ms. Conner: 17,731 shares.

3.

Includes shares held as units in the 401(k) Plan invested in the Eversource Energy Common Shares Fund over which the holder has sole voting and investment power as follows: Mr. Schweiger: 570 shares; Mr. Moreira: 5,344 shares; Mr. Butler: 7,115 shares; Ms. Carmody: 5,600 shares; Mr. Hunt: 1,633 shares; Mr. Nolan: 21,512 shares; Mr. Lembo: 421 shares; and Ms. Conner: 432 shares.

4.

Includes 1,346 shares held in a trust of which Mr. Schweiger is the trustee and beneficiary; 437 shares in a trust of which Mr. Schweiger’s spouse is the trustee and beneficiary; 1,352 shares held by Mr. Schweiger’s spouse in a custodial account for grandchild #1; and 500 shares held by Mr. Schweiger’s spouse in a custodial account for grandchild #2.

5.

Includes 590 shares held by Mr. Lembo in a custodial account for his grandchild.

6.

Includes 302,133 unissued shares (see Note 2) and 42,793 shares held as units in the 401(k) Plan (see Note 3).

| Total | | | 1,177,024 | | | $— | | | 903,183 | | |

Incorporated herein by reference is the information contained in the sections captioned "Trustee Independence" and "Related Person Transactions" of Eversource Energy's definitive proxy statement for solicitation of proxies, expected to be filed with the SEC on or about March [removed: 24, 2023.][added: 22, 2024.]

[removed: NSTAR ELECTRIC] [added: CL&P, NSTAR Electric] and PSNH

Certain information required by this Item 13 has been omitted for [added: CL&P,] NSTAR Electric and PSNH pursuant to Instruction I(2)(c) to Form 10-K, Omission of Information by Certain Wholly-Owned Subsidiaries.

CL&P

Eversource Energy's Code of Ethics for Senior Financial Officers applies to the Senior Financial Officers (Chief Executive Officer, Chief Financial Officer and Controller) of Eversource Energy, CL&P and certain other Eversource Energy subsidiaries.

Under the Code, one's position as a Senior Financial Officer in the company may not be used to improperly benefit such officer or his or her family or friends.

Under the Code, specific activities that may be considered conflicts of interest include, but are not limited to, directly or indirectly acquiring or retaining a significant financial interest in an organization that is a customer, vendor or competitor, or that seeks to do business with the company; serving, without proper safeguards, as an officer or director of, or working or rendering services for an organization that is a customer, vendor or competitor, or that seeks to do business with the company.

Waivers of the provisions of the Code of Ethics for Trustees, executive officers or directors must be approved by Eversource Energy's Board of Trustees.

Any such waivers will be disclosed pursuant to legal requirements.

Eversource Energy's Code of Conduct, which applies to all Trustees, directors, officers and employees of Eversource Energy and its subsidiaries, including CL&P, contains a Conflict of Interest Policy that requires all such individuals to disclose any potential conflicts of interest.

Such individuals are expected to discuss their particular situations with management to ensure appropriate steps are in place to avoid a conflict of interest.

All disclosures must be reviewed and approved by management to ensure a particular situation does not adversely impact the individual's primary job and role.

Eversource Energy's Related Persons Transactions Policy is administered by the Corporate Governance Committee of Eversource Energy's Board of Trustees.

The Policy generally defines a "Related Persons Transaction" as any transaction or series of transactions in which (i) Eversource Energy or a subsidiary is a participant, (ii) the aggregate amount involved exceeds $120,000 and (iii) any "Related Persons" has a direct or indirect material interest.

A "Related Persons" is defined as any Trustee or nominee for Trustee, any executive officer, any shareholder owning more than 5 percent of Eversource Energy's total outstanding shares, and any immediate family member of any such person.

Management submits to the Corporate Governance Committee for consideration any Related Persons Transaction into which Eversource Energy or a subsidiary proposes to enter.

The Corporate Governance Committee recommends to the Eversource Energy Board of Trustees for approval only those transactions that are in Eversource Energy's best interests.

If management causes the company to enter into a Related Persons Transaction prior to approval by the Corporate Governance Committee, the transaction will be subject to ratification by the Eversource Energy Board of Trustees.

If the Eversource

Energy Board of Trustees determines not to ratify the transaction, then management will make all reasonable efforts to cancel or annul such transaction.

Each of Mr. Butler, Ms. Conner, and Messrs.

Moreira and Schweiger is a director of CL&P and an employee of Eversource Service.

Messrs.

Howard, McGrath and Nicholson are non-employee directors of CL&P.

The Board of Directors elected the three independent directors in 2022 in accordance with the previously noted PURA settlement agreement.

CL&P defines independent director as one who does not have any material relationship with the Company, which it determines using the same guidelines as are used by the Eversource Energy Board of Trustees in determining Board members independence.

These guidelines are available on the Eversource Energy website at www.eversource.com/content/general/about/investors/corporate-governance/board-independence-guidelines.

Incorporated herein by reference is the information contained in the section "Relationship with [added: Principal] Independent [removed: Auditors"] [added: Registered Public Accounting Firm"] of Eversource Energy's definitive proxy statement for solicitation of proxies, expected to be filed with the SEC on or about March [removed: 24, 2023.][added: 22, 2024.]

The aggregate fees billed to the Company and its subsidiaries by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, the Deloitte Entities), for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] totaled [removed: $7,029,422] [added: $7,070,914] and [removed: $6,013,205,] [added: $7,029,422,] respectively.

| Audit and Non-Audit Fees | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Audit Fees (1) | | | $ | [removed: 5,323,600] [added: 5,310,000] | | | | | $ | [removed: 4,883,791] [added: 5,323,600] | |

| Audit Related Fees (2) | | | [removed: 1,542,000] [added: 1,759,000] | | | | | | [removed: 918,500] [added: 1,542,000] | | |

| All Other Fees [removed: (4)] [added: (3)] | | | [removed: 163,822] [added: 1,914] | | | | | | [removed: 190,914] [added: 163,822] | | |

| TOTAL | | | $ | [removed: 7,029,422] [added: 7,070,914] | | | | | $ | [removed: 6,013,205] [added: 7,029,422] | |

(1) Audit [removed: fees in 2022 and 2021] [added: 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 [removed: as of] [added: for the years ended] December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

(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, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

[removed: (4)] [added: (3)] All Other Fees for the [removed: period] [added: years] ended December 31, [added: 2023 and] 2022 related to [removed: a system pre-implementation control review,] an [removed: executive training program and an] annual license for access to an accounting standards research tool.

During [removed: 2022,] [added: 2023,] all services described above were pre-approved by the Audit Committee or its Chair.

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

| Tax Fees (3) | | | — | | | | | | 20,000 | | |

Audit fees in 2021 also included the audits of pension plan financial statements in connection with the acquisition of CMA.

(3) The tax service fees for the period ended December 31, 2021 were incurred for procedures performed in the ordinary course of business in support of certain federal rules in 2021.

There were no tax fees rendered and no tax fees billed for the year ended December 31, 2022.

All Other Fees for the period ended December 31, 2021 included an advisory benchmarking project related to operations at a newly acquired business as well as an annual license for access to an accounting standards research tool.

| | | | | | | | | | Eversource Energy (Parent) Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | S-1 | | |

| | | | | | | | | | Eversource Energy (Parent) Statements of Income for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | S-2 | | |

| | | | | | | | | | Eversource Energy (Parent) Statements of Comprehensive Income for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | S-2 | | |

| | | | | | | | | | Eversource Energy (Parent) Statements of Cash Flows for the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | S-3 | | |

| | | | | | | II. | | | Valuation and Qualifying Accounts and Reserves for Eversource, CL&P, NSTAR Electric and PSNH for [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | S-4 | | |

AS OF DECEMBER 31, [removed: 2022] [added: 2023] AND [removed: 2021][added: 2022]

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Cash | | | $ | [removed: 971] [added: 542] | | | | | $ | [removed: 175] [added: 971] | |

| Accounts Receivable from Subsidiaries | | | [removed: 53,338] [added: 60,191] | | | | | | [removed: 43,403] [added: 53,338] | | |

| Notes Receivable from Subsidiaries | | | [removed: 1,074,800] [added: 2,045,570] | | | | | | [removed: 1,245,900] [added: 1,074,800] | | |

| Prepayments and Other Current Assets | | | [removed: 23,597] [added: 103,735] | | | | | | [removed: 11,974] [added: 23,597] | | |