Eversource Energy 10-K 2025-12-31
Filed 2026-02-17. 23 sections, 1051K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
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| UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 | ||||||||
| FORM | 10-K | |||||||
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||
| For the fiscal year ended | December 31, 2025 | |||||||
| or | ||||||||
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||
| For the transition period from ____________ to ____________ |
Registrant; State of Incorporation; Address; Telephone Number;
Commission File Number; and I.R.S. Employer Identification No.
EVERSOURCE ENERGY
(a Massachusetts voluntary association)
300 Cadwell Drive, Springfield, Massachusetts 01104
Telephone: (800) 286-5000
Commission File Number: 001-05324
I.R.S. Employer Identification No. 04-2147929
THE CONNECTICUT LIGHT AND POWER COMPANY
(a Connecticut corporation)
107 Selden Street, Berlin, Connecticut 06037-1616
Telephone: (800) 286-5000
Commission File Number: 000-00404
I.R.S. Employer Identification No. 06-0303850
NSTAR ELECTRIC COMPANY
(a Massachusetts corporation)
800 Boylston Street, Boston, Massachusetts 02199
Telephone: (800) 286-5000
Commission File Number: 001-02301
I.R.S. Employer Identification No. 04-1278810
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
(a New Hampshire corporation)
Energy Park
780 North Commercial Street, Manchester, New Hampshire 03101-1134
Telephone: (800) 286-5000
Commission File Number: 001-06392
I.R.S. Employer Identification No. 02-0181050
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Shares, $5.00 par value per share | ES | New York Stock Exchange |
Indicate by check mark if the registrants are well-known seasoned issuers, as defined in Rule 405 of the Securities Act.
| Yes | No | |||||||
| ☒ | ☐ |
Indicate by check mark if the registrants are not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
| Yes | No | |||||||
| ☐ | ☒ |
Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.
| Yes | No | |||||||
| ☒ | ☐ |
Indicate by check mark whether the registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrants were required to submit such files).
| Yes | No | |||||||
| ☒ | ☐ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Eversource Energy | Large accelerated filer | ☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ | Emerging growth company | ☐ | ||||||||||||||||||||||
| The Connecticut Light and Power Company | Large accelerated filer | ☐ | Accelerated filer | ☐ | Non-accelerated filer | ☒ | Smaller reporting company | ☐ | Emerging growth company | ☐ | ||||||||||||||||||||||
| NSTAR Electric Company | Large accelerated filer | ☐ | Accelerated filer | ☐ | Non-accelerated filer | ☒ | Smaller reporting company | ☐ | Emerging growth company | ☐ | ||||||||||||||||||||||
| Public Service Company of New Hampshire | Large accelerated filer | ☐ | Accelerated filer | ☐ | Non-accelerated filer | ☒ | Smaller reporting company | ☐ | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act):
| Yes | No | |||||||
| Eversource Energy | ☐ | ☒ | ||||||
| The Connecticut Light and Power Company | ☐ | ☒ | ||||||
| NSTAR Electric Company | ☐ | ☒ | ||||||
| Public Service Company of New Hampshire | ☐ | ☒ |
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, 2025) was $23,590,442,517 based on a closing market price of $63.62 per share for the 370,802,303 common shares outstanding held by non-affiliates on June 30, 2025.
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date:
| Company - Class of Stock | Outstanding as of January 31, 2026 | |||||||
| Eversource Energy Common Shares, $5.00 par value | 375,496,611 | shares | ||||||
| The Connecticut Light and Power Company Common Stock, $10.00 par value | 6,035,205 | shares | ||||||
| NSTAR Electric Company Common Stock, $1.00 par value | 200 | shares | ||||||
| Public Service Company of New Hampshire Common Stock, $1.00 par value | 301 | shares |
Eversource Energy holds all of the 6,035,205 shares, 200 shares, and 301 shares of the outstanding common stock of The Connecticut Light and Power Company, NSTAR Electric Company, and Public Service Company of New Hampshire, respectively.
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.
Eversource Energy, The Connecticut Light and Power Company, NSTAR Electric Company, and Public Service Company of New Hampshire each separately file this combined Form 10-K. Information contained herein relating to any individual registrant is filed by such registrant on its own behalf. Each registrant makes no representation as to information relating to the other registrants.
Documents Incorporated by Reference
Portions of the Eversource Energy and Subsidiaries 2024 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 6, 2026, are incorporated by reference into Parts II and III of this Report.
GLOSSARY OF TERMS
The following is a glossary of abbreviations and acronyms that are found in this report:
| Current or former Eversource Energy companies, segments or investments: | |||||
| Eversource, ES or the Company | Eversource Energy and subsidiaries | ||||
| Eversource parent or ES parent | Eversource Energy, a public utility holding company | ||||
| ES parent and other companies | ES parent and other companies are comprised of Eversource parent, Eversource Service, and other subsidiaries, which primarily includes our unregulated businesses, The Rocky River Realty Company (a real estate subsidiary), the consolidated operations of CYAPC and YAEC, and Eversource parent's equity ownership interests that are not consolidated | ||||
| CL&P | The Connecticut Light and Power Company | ||||
| NSTAR Electric | NSTAR Electric Company | ||||
| PSNH | Public Service Company of New Hampshire | ||||
| PSNH Funding | PSNH Funding LLC 3, a bankruptcy remote, special purpose, wholly-owned subsidiary of PSNH | ||||
| NSTAR Gas | NSTAR Gas Company | ||||
| EGMA | Eversource Gas Company of Massachusetts | ||||
| Yankee Gas | Yankee Gas Services Company | ||||
| Aquarion | Aquarion Company and its subsidiaries | ||||
| HEEC | Harbor Electric Energy Company, a wholly-owned subsidiary of NSTAR Electric | ||||
| Eversource Service | Eversource Energy Service Company | ||||
| CYAPC | Connecticut Yankee Atomic Power Company | ||||
| MYAPC | Maine Yankee Atomic Power Company | ||||
| YAEC | Yankee Atomic Electric Company | ||||
| Yankee Companies | CYAPC, YAEC and MYAPC | ||||
| Regulated companies | The Eversource regulated companies are comprised of the electric distribution and transmission businesses of CL&P, NSTAR Electric and PSNH, the natural gas distribution businesses of Yankee Gas, NSTAR Gas and EGMA, Aquarion’s water distribution businesses, and the solar power facilities of NSTAR Electric | ||||
| Regulators and Government Agencies: | |||||
| DEEP | Connecticut Department of Energy and Environmental Protection | ||||
| DOE | U.S. Department of Energy | ||||
| DOER | Massachusetts Department of Energy Resources | ||||
| DPU | Massachusetts Department of Public Utilities | ||||
| EPA | U.S. Environmental Protection Agency | ||||
| FERC | Federal Energy Regulatory Commission | ||||
| ISO-NE | ISO New England, Inc., the New England Independent System Operator | ||||
| MA DEP | Massachusetts Department of Environmental Protection | ||||
| NHPUC | New Hampshire Public Utilities Commission | ||||
| PURA | Connecticut Public Utilities Regulatory Authority | ||||
| SEC | U.S. Securities and Exchange Commission | ||||
| Other Terms and Abbreviations: | |||||
| ADIT | Accumulated Deferred Income Taxes | ||||
| AFUDC | Allowance For Funds Used During Construction | ||||
| AOCI | Accumulated Other Comprehensive Income | ||||
| ARO | Asset Retirement Obligation | ||||
| Bcf | Billion cubic feet | ||||
| CfD | Contract for Differences | ||||
| CWIP | Construction Work in Progress | ||||
| EDC | Electric distribution company | ||||
| EDIT | Excess Deferred Income Taxes | ||||
| EPS | Earnings Per Share | ||||
| ERISA | Employee Retirement Income Security Act of 1974 | ||||
| ESOP | Employee Stock Ownership Plan | ||||
| Eversource 2024 Form 10-K | The Eversource Energy and Subsidiaries 2024 combined Annual Report on Form 10-K as filed with the SEC | ||||
| Fitch | Fitch Ratings, Inc. | ||||
| FMCC | Federally Mandated Congestion Charge | ||||
| GAAP | Accounting principles generally accepted in the United States of America | ||||
| GSEP | Gas System Enhancement Program |
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| GWh | Gigawatt-Hours | ||||
| IPP | Independent Power Producers | ||||
| ISO-NE Tariff | ISO-NE FERC Transmission, Markets and Services Tariff | ||||
| kV | Kilovolt | ||||
| kVa | Kilovolt-ampere | ||||
| kW | Kilowatt (equal to one thousand watts) | ||||
| kWh | Kilowatt-Hours | ||||
| LNG | Liquefied natural gas | ||||
| LPG | Liquefied petroleum gas | ||||
| LRS | Supplier of last resort service | ||||
| MG | Million gallons | ||||
| MGP | Manufactured Gas Plant | ||||
| MMBtu | Million British thermal units | ||||
| MMcf | Million cubic feet | ||||
| Moody's | Moody's Investors Service, Inc. | ||||
| MW | Megawatt | ||||
| MWh | Megawatt-Hours | ||||
| NETOs | New England Transmission Owners (including Eversource, National Grid and Avangrid) | ||||
| OCI | Other Comprehensive Income/(Loss) | ||||
| PAM | Pension and PBOP Rate Adjustment Mechanism | ||||
| PBOP | Postretirement Benefits Other Than Pension | ||||
| PBOP Plan | Postretirement Benefits Other Than Pension Plan | ||||
| Pension Plan | Single uniform noncontributory defined benefit retirement plan | ||||
| PPA | Power purchase agreement | ||||
| RECs | Renewable Energy Certificates | ||||
| Regulatory ROE | The average cost of capital method for calculating the return on equity related to the distribution business segment excluding the wholesale transmission segment | ||||
| ROE | Return on Equity | ||||
| RRBs | Rate Reduction Bonds or Rate Reduction Certificates | ||||
| RSUs | Restricted share units | ||||
| S&P | Standard & Poor's Financial Services LLC | ||||
| SERP | Supplemental Executive Retirement Plans and non-qualified defined benefit retirement plans | ||||
| SS | Standard service | ||||
| UI | The United Illuminating Company | ||||
| VIE | Variable Interest Entity |
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EVERSOURCE ENERGY AND SUBSIDIARIES
THE CONNECTICUT LIGHT AND POWER COMPANY
NSTAR ELECTRIC COMPANY AND SUBSIDIARY
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES
2025 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
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EVERSOURCE ENERGY AND SUBSIDIARIES
THE CONNECTICUT LIGHT AND POWER COMPANY
NSTAR ELECTRIC COMPANY AND SUBSIDIARY
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
References in this Annual Report on Form 10-K to "Eversource," the "Company," "we," "us," and "our" refer to Eversource Energy and its consolidated subsidiaries. CL&P, NSTAR Electric, and PSNH are each doing business as Eversource Energy.
We make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, assumptions of future events, future financial performance or growth and other statements that are not historical facts. These statements are "forward-looking statements" within the meaning of the U.S. federal securities laws. You can generally identify our forward-looking statements through the use of words or phrases such as "estimate," "expect," "pending," "anticipate," "intend," "plan," "project," "believe," "forecast," "would," "should," "could," and other similar expressions. Forward-looking statements involve risks and uncertainties that may cause actual results or outcomes to differ materially from those included in our forward-looking statements. Forward-looking statements are based on the current expectations, estimates, assumptions or projections of management and are not guarantees of future performance. These expectations, estimates, assumptions or projections may vary materially from actual results. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors that may cause our actual results or outcomes to differ materially from those contained in our forward-looking statements, including, but not limited to:
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cyber events or breaches, including acts of war or terrorism, affecting our systems or the systems of third parties on which we rely,
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unauthorized access to, and the misappropriation of, confidential and proprietary Company, customer, employee, financial or system operating information,
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actions or inaction of local, state and federal regulatory, public policy and taxing bodies,
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changes in laws, regulations, Presidential executive orders or regulatory policy, including compliance with laws and regulations, which may impact the cost of compliance and strategic initiatives of the Company,
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adverse publicity, which can harm our reputation, influence legislative and regulatory bodies, and result in unfavorable outcomes,
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variability in the costs and final investment returns of the Revolution Wind and South Fork Wind offshore wind projects as it relates to the purchase price post-closing adjustment under the terms of the sale agreement for these projects,
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the ability to qualify for investment tax credits,
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extreme weather, including severe storms, due to the impacts of climate change, and fluctuations in weather patterns,
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adequacy, contamination of, or disruption in, our water supplies,
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physical attacks or grid disturbances that may damage and disrupt our electric transmission and electric, natural gas, and water distribution systems,
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ability or inability to commence and complete our major strategic development projects and opportunities,
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breakdown, failure of, or damage to operating equipment, information technology systems, or processes of our transmission and distribution systems,
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changes in levels or timing of capital expenditures, including unplanned expenditures and increased capital expenditure requirements,
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changes in business conditions, which could include disruptive technology or development of alternative energy sources related to our current or future business model,
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substandard performance of third-party suppliers and service providers, or counterparties not meeting their obligations,
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limits on our access to, or increases in, the cost of capital, including disruptions in the capital markets or other events that make our access to necessary capital more difficult or costly,
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changes in economic conditions, including impact on interest rates, tax policies, tariffs and customer demand and payment ability,
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changes in accounting standards and financial reporting regulations,
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actions of rating agencies, and
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other presently unknown or unforeseen factors.
Other risk factors are detailed in our reports filed with the SEC and are updated as necessary and available on our Investor Relations website at investors.eversource.com and on the SEC’s website at www.sec.gov, and we encourage you to consult such disclosures.
All such factors are difficult to predict and contain uncertainties that may materially affect our actual results, many of which are beyond our control. You should not place undue reliance on the forward-looking statements, as each speaks only as of the date on which such statement is made, and, except as required by federal securities laws, we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time and it is not possible for us to predict all of such factors, nor can we assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. For more information, see Item 1A*, Risk Factors,* included in this combined Annual Report on Form 10-K. This Annual Report on Form 10-K also describes material contingencies and critical accounting policies in the accompanying Management's Discussion and Analysis of Financial Condition and Results of Operations and Combined Notes to Financial Statements. We encourage you to review these items.
EVERSOURCE ENERGY AND SUBSIDIARIES
THE CONNECTICUT LIGHT AND POWER COMPANY
NSTAR ELECTRIC COMPANY AND SUBSIDIARY
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES
PART I
Item 1. Business
Please refer to the Glossary of Terms for definitions of defined terms and abbreviations used in this combined Annual Report on Form 10-K.
Eversource 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. We are engaged primarily in the energy delivery business through the following wholly-owned utility subsidiaries:
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The Connecticut Light and Power Company (CL&P), a regulated electric utility that serves residential, commercial and industrial customers in parts of Connecticut;
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NSTAR Electric Company (NSTAR Electric), a regulated electric utility that serves residential, commercial and industrial customers in parts of eastern and western Massachusetts and owns solar power facilities, and its wholly-owned subsidiary Harbor Electric Energy Company (HEEC), also a regulated electric utility that distributes electric energy to its sole customer;
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Public Service Company of New Hampshire (PSNH), a regulated electric utility that serves residential, commercial and industrial customers in parts of New Hampshire;
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NSTAR Gas Company (NSTAR Gas), a regulated natural gas utility that serves residential, commercial and industrial customers in parts of Massachusetts;
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Eversource Gas Company of Massachusetts (EGMA), a regulated natural gas utility that serves residential, commercial and industrial customers in parts of Massachusetts;
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Yankee Gas Services Company (Yankee Gas), a regulated natural gas utility that serves residential, commercial and industrial customers in parts of Connecticut; and
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Aquarion Company (Aquarion), a utility holding company that owns five separate regulated water utility subsidiaries and collectively serves residential, commercial, industrial, and municipal and fire protection customers in parts of Connecticut, Massachusetts and New Hampshire. For information regarding the sale status of Aquarion, regulatory denial and subsequent appeal, see "Business Development and Capital Expenditures – Aquarion Sale Status and Regulatory Denial" in the accompanying Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations.
CL&P, NSTAR Electric and PSNH also serve New England customers through Eversource's electric transmission business. Along with NSTAR Gas, EGMA and Yankee Gas, each is doing business as Eversource Energy in its respective service territory.
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 Eversource. Eversource has four reportable segments: electric distribution, electric transmission, natural gas distribution and water distribution. These segments represent substantially all of Eversource's total consolidated revenues. CL&P, NSTAR Electric and PSNH do not report separate business segments.
Eversource’s previous offshore wind business included 50 percent ownership interests in each of North East Offshore and South Fork Class B Member, LLC. In the third quarter of 2024, Eversource sold its interest in these entities, and in doing so, sold its interests in the Revolution Wind project, the South Fork Wind project, and the Sunrise Wind project. Eversource’s current offshore wind business is now comprised only of a noncontrolling tax equity investment in South Fork Wind. For more information, see Note 13G, "Commitments and Contingencies – Offshore Wind Sale and Contingent Liability," in the accompanying Item 8, Financial Statements and Supplementary Data.
ELECTRIC DISTRIBUTION SEGMENT
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.
ELECTRIC DISTRIBUTION – CONNECTICUT – THE CONNECTICUT LIGHT AND POWER COMPANY
CL&P's distribution business consists primarily of the purchase, delivery and sale of electricity to its residential, commercial and industrial customers. As of December 31, 2025, CL&P furnished retail franchise electric service to approximately 1.32 million customers in 157 cities and towns in Connecticut. CL&P does not own any electric generation facilities.
Rates
CL&P is subject to regulation by the Connecticut Public Utilities Regulatory Authority (PURA), which, among other things, has jurisdiction over rates, certain dispositions of property and plant, mergers and consolidations, issuances of long-term securities, standards of service and construction and operation of facilities. CL&P's present general rate structure consists of various rate and service classifications covering residential, commercial and industrial services.
Under Connecticut law, all of CL&P's customers are entitled to choose their energy suppliers, while CL&P remains their electric distribution company. For those customers who do not choose a competitive energy supplier, CL&P purchases power on behalf of, and passes the related cost, without mark-up, through to those customers under standard service (SS) rates for customers with less than 500 kilowatts of demand (residential customers and small and medium commercial and industrial customers), and supplier of last resort service (LRS) rates for customers with 500 kilowatts or more of demand (larger commercial and industrial customers). CL&P charges customers only the amount that it pays generators for producing electricity and does not earn a return on the cost of electricity.
CL&P's retail rates include an energy supply component and a delivery service component, which includes distribution, transmission, conservation, renewable energy programs and other public benefit charges that are assessed on all customers. The rates established by PURA for CL&P, which are grouped by the customer bill components, are comprised of the following:
Supply: Cost of electricity from suppliers based on competitive procurements.
- An electric generation service charge, which recovers energy-related costs incurred as a result of providing electric generation service supply to all customers who have not migrated to competitive energy suppliers. The generation service charge is adjusted periodically and reconciled annually in accordance with the policies and procedures of PURA, with any differences refunded to, or recovered from, customers.
Local Delivery: Cost to build, maintain, repair and operate the distribution grid, including the poles, lines, and meters that deliver power from the substation. It also includes the cost of resiliency and reliability improvements.
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A distribution charge, which includes a fixed customer charge and a demand and/or energy charge to collect the costs of building and expanding the infrastructure to deliver electricity to customers, as well as ongoing operating costs to maintain the infrastructure.
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A revenue decoupling adjustment that reconciles annual base distribution rate recovery amounts recovered from customers to the pre-established level of baseline distribution delivery service revenue requirement approved by PURA.
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An Electric System Improvements (ESI) charge, which collects the costs of building and expanding the infrastructure to deliver electricity to customers above the level recovered through the distribution charge. The ESI also recovers costs associated with CL&P’s system resiliency program. The ESI is adjusted periodically and reconciled annually in accordance with the policies and procedures of PURA, with any differences refunded to, or recovered from, customers. In 2023, the state of Connecticut enacted a law that prohibits CL&P’s ESI capital tracking mechanism from being reauthorized in the next general distribution proceeding. The ESI will th
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Item 1A. Risk Factors
In addition to the matters set forth under "Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995" included immediately prior to Item 1, Business, above, we are subject to a variety of material risks. Our susceptibility to certain risks, including those discussed in detail below, could exacerbate other risks. These risk factors should be considered carefully in evaluating our risk profile. There may be additional risks and uncertainties (either currently unknown or not currently believed to be material) that could adversely affect our financial position, results of operations, and cash flows.
Cybersecurity Risks:
Cyber events, including acts of war or terrorism, targeted directly on or indirectly affecting our systems or the systems of third parties on which we rely, could severely impair operations, negatively impact our business, lead to the disclosure of confidential information and adversely affect our reputation.
Cyberattacks that seek to exploit potential vulnerabilities in the utility industry and seek to disrupt electric, natural gas and water transmission and distribution systems are increasing in sophistication including artificial intelligence, magnitude and frequency. Various geo-political conflicts and acts of war around the world continue to result in increased cyberattacks against critical infrastructure. In addition to intentional attacks, we also face risks from other cybersecurity events, such as software defects, misconfigurations, system integration failures and problematic third-party software or firmware updates that can cause widespread outages or disruptions even in the absence of a deliberate attack. A successful cyberattack or other significant cyber event affecting technology systems that control our transmission, distribution, natural gas and water systems or other assets could impair or prevent us from managing these systems and facilities, operating our systems effectively, or properly managing our data, networks and programs. The breach or failure of certain information or operational technology systems could adversely affect our ability to correctly record, process and report financial information. A major cyber event could result in significant expenses to investigate and to repair system damage or security breaches and could lead to litigation, fines, other remedial action, heightened regulatory scrutiny and damage to our reputation.
We have instituted safeguards to protect our technology systems and assets; however, we cannot guarantee that our security efforts will prevent or deter cyberattacks. We deploy substantial technologies to system and application security, encryption and other measures to protect our computer systems and infrastructure from unauthorized access or misuse and to detect and respond to cyber events. Specifically, regarding vulnerabilities, we patch systems timely where patches are available to deploy and have technologies that detect exploits of vulnerabilities and proactively block the exploit when it happens. We also interface with numerous external entities to improve our cybersecurity situational awareness. The FERC, through the North American Electric Reliability Corporation (NERC), requires certain safeguards to be implemented to deter cyberattacks. These safeguards may not always be effective due to the evolving nature of cyberattacks. We maintain cyber insurance to cover damages, potential ransom and defense costs related to breaches of network or operational technology, but it may be insufficient in limits and coverage exclusions to cover all losses.
For further information, see Item 1C, Cybersecurity included in this Annual Report on Form 10-K.
The unauthorized access to, and the misappropriation of, confidential and proprietary 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 Company, customer, employee, financial and system operating information. We are required by various federal and state laws to safeguard this 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 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 employ system controls to prevent the dissemination of certain confidential information and train employees on phishing risks. We maintain cyber insurance to cover damages, costs related to a system disruption, 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. This insurance covers amounts paid to address a network attack or the disclosure of personal information and costs of a qualified forensics firm to determine the cause, source and extent of a network attack or to investigate, examine and analyze our network to find the cause, source and extent of a data breach, but it may be insufficient to cover all losses. While we have implemented measures designed to prevent network attacks and mitigate their effects should they occur, these measures may not be effective due to the continually evolving nature of efforts to access confidential information.
We are increasingly integrating artificial intelligence (AI) into our operations, and while these technologies offer operational benefits, they also introduce significant risks that could adversely impact our business and results of operations.
We deploy AI tools and models in areas such as weather forecasting, grid planning, asset management, customer service and internal support functions. This deployment is overseen by an internal governance and oversight committee, which has established policies and procedures and reviews and approves the use of AI throughout the organization. AI systems may produce inaccurate, biased or otherwise unreliable forecasts or recommendations due to flawed algorithms, limited training data or unforeseen conditions which could result in service disruptions, regulatory penalties and reputational harm. Evolving AI regulations may impose new compliance and reporting obligations or restrict usage and stakeholders may raise concerns about transparency, bias, and accountability. Despite implementing a governance framework and policies and controls in place related to AI use, including human oversight of critical decisions and outputs, these risks could negatively affect operations, expose us to litigation or regulatory penalties or fines, increase costs and impair our ability to meet customer expectations, which could have a material adverse impact on our financial position, results of operations, and cash flows.
Regulatory, Legislative and Compliance Risks:
The actions of regulators and legislators could result in outcomes that may adversely affect our earnings and liquidity.
Rate Regulation, Cost Recovery and Affordability
Our electric, natural gas, and water utility companies are subject to regulation by federal and state agencies and each is required to engage in regulatory approval proceedings as a part of the process of establishing the terms and rates for service. Our regulated companies are entitled to charge rates that are sufficient to recover prudently incurred costs and a reasonable return on investment on invested capital. Regulatory decisions may require us to cancel, delay, or reduce planned investments or incur costs we cannot recover. Rates are subject to prudency reviews, refunds or disallowances and may not align with the timing of costs incurred. Adverse outcomes, including reductions in allowed rate of return, disallowance of costs or delays in rate adjustment, could adversely affect our financial position, results of operations and cash flows.
Customer affordability concerns, driven by volatility in energy supply costs, evolving public policy mandates and inflationary pressures, may limit our ability to recover costs or fund infrastructure upgrades. Regulators may respond by imposing stricter cost recovery standards, delaying or denying rate increases or cost recovery or requiring alternative funding mechanisms increasing financial uncertainty. Heightened political and public scrutiny of rate-setting processes may also lead to additional compliance obligations or reputational risk. These factors could adversely affect our financial position, results of operations and cash flows.
State-Level Risks
State commissions regulate rates, operations, accounting and certain financing activities. Rates are set in comprehensive base rate proceedings based on an analysis of invested capital, expenses and other factors, subject to periodic review and adjustments. Regulatory proceedings typically involve multiple parties who have differing concerns and can challenge our current or future rates, and these proceedings can be contentious, lengthy, and subject to appeal. This may lead to uncertainty as to the ultimate result of those proceedings.
Regulatory commissions may challenge the reasonableness or prudency of operating expenses (including storm restoration costs) incurred or capital investments made by our regulated operating companies and deny the full recovery of cost of service in rates. Established rates are subject to subsequent prudency reviews by state regulators, whereby various portions of rates could be adjusted, subject to refund or disallowed, including cost recovery mechanisms. The ultimate outcome and timing of regulatory rate proceedings or challenges to certain provisions in our distribution tariffs could have a significant effect on our ability to recover costs timely, or at all, or earn an adequate return. We have incurred significant storm restoration costs that are not yet approved by the regulatory commissions, and though we believe those costs were prudently incurred, it is possible that some amount may be disallowed. Regulators may also impose penalties or reduce allowed returns, which would adversely affect our financial condition. Additionally, catastrophic events at other utilities could lead to new requirements that increase costs. We continue to monitor the evolving regulatory environment in Connecticut, including changes in the composition of PURA, which may affect our electric, natural gas and water businesses in that state. Adverse decisions in our proceedings could adversely affect our credit ratings, financial position, results of operations, and cash flows.
Regulatory approval is also required for certain dispositions of property and plant, mergers and consolidations and issuances of long-term securities, and construction and operation of facilities. Failure to obtain required approvals on a timely basis, or at all, could result in increased costs, the postponement or cancellation of planned transactions or projects, changes in financing strategies, and an adverse effect on our financial condition, results of operations, and ability to implement our business strategy.
Federal-Level Risks
The FERC has jurisdiction over our transmission cost recovery and our allowed ROEs on transmission investments. If FERC changes its methodology on developing ROEs or eliminates certain transmission incentives, it could negatively impact our financial position, results of operations and cash flows. From time to time, various matters are pending before FERC relating to transmission rates, incentives, interconnections and transmission planning. Depending on the outcome, any of these matters could materially impact our results of operations and financial
condition. Additionally, outside parties have filed four complaints against transmission-owning electric companies within ISO-NE, alleging that our allowed ROEs are unjust and unreasonable. An adverse decision in any of these four complaints could adversely affect our financial position, results of operations and cash flows.
Further, FERC's policy has encouraged competition for transmission projects as it looks to expand the transmission system to accommodate state and federal policy as well as to enhance reliability and resilience for extreme weather events while lowering costs. Implementation of FERC's goals may expose us to competition for construction of transmission projects, which could result in being exposed to cost caps or a reduced ROE in order to win a project bid, additional regulatory considerations and potential delay with respect to future transmission projects, which may adversely affect our results of operations and lower rate base growth.
New processes and planning frameworks, including ISO-NE’s Longer-Term Transmission Planning (LTTP) competitive solicitation process and advisory role as asset condition reviewer, introduce uncertainty around project timing, scope and cost recovery. Competitive solicitations for certain transmission projects may require us to compete against non-incumbent developers, rather than relying on traditional cost-of-service recovery. Failure to secure projects through these processes could reduce transmission investment opportunities and associated incentives, adversely affecting our financial position, results of operations and cash flows.
Changes in tax laws, as well as the potential tax effects of business decisions or other actions by the federal government such as Presidential executive orders could negatively impact our business, financial position, results of operations and cash flows.
We are exposed to significant reputational risks, which make us vulnerable to increased regulatory oversight or other sanctions.
Our electric, natural gas and water utility subsidiaries serve large customer bases and are subject to adverse publicity regarding service safety, reliability and response times to outages, leaks or other interruptions, including those related to storms or climate change. Negative publicity can harm our reputation, influence legislative and regulatory bodies, and result in unfavorable outcomes, such as stricter operational standards, vegetation management requirements, fines, penalties or other sanctions.
We also depend on third-party suppliers for power and natural gas. Factors such as inflation, tariffs, geopolitical conflicts, rising energy demand, supply costs, and public policy charges contribute to high customer bills in New England. In extreme cases, ISO-NE may require load shed if regional power capacity is insufficient. High customer bills or failure to meet energy needs could reduce customer satisfaction adversely affecting our business, reputation, financial position, results of operations, and cash flows.
Addressing adverse publicity, regulatory actions or legal proceedings is costly and time-consuming and can negatively impact employee morale and relationships with regulators, customers and counterparties. Future legislative or regulatory changes are unpredictable, and we cannot ensure we are able to respond adequately. The direct and indirect effects of negative publicity may materially affect our financial position, results of operations, and cash flows.
Costs of compliance with environmental laws and regulations, including those related to climate change, may increase and have an adverse effect on our business and results of operations.
The costs of compliance with existing legal requirements may increase in the future. Although we have recorded liabilities for known environmental obligations, these costs can be difficult to estimate due to uncertainties such as the extent of contamination, remediation alternatives, the remediation levels required by state and federal agencies, change in environmental regulations, and the financial ability of other potentially responsible parties. An increase in such costs, unless promptly recovered, could have an adverse impact on our business and our financial position, results of operations and cash flows.
Our subsidiaries’ operations are also subject to extensive and increasing federal, state and local environmental statutes, rules and regulations that govern, among other things, water quality (including treatment of PFAS (Per- and Polyfluoroalkyl Substances) and lead), water discharges, the management of hazardous material and solid waste, and air emissions including greenhouse gases. Compliance with these requirements requires us to incur significant costs relating to environmental permitting, monitoring, maintenance and upgrading of facilities, remediation, and reporting. For our water business, compliance with water quality regulations, including those for PFAS and lead, could require the construction of facilities and replacement of customer lead service lines, respectively.
In each of the states that we operate, there are requirements for purchases of renewable energy credits from the generation of renewable energy. As the requirement for credits increases and outpace the renewable energy coming online, we may be required to pay higher prices and make alternative compliance payments to the states. Unless renewable energy availability is increased to meet these credit requirements, we will face the risk of increasing costs.
For further information, see Item 1, Business – Other Regulatory and Environmental Matters, included in this Annual Report on Form 10-K.
Offshore Wind Contingent Liability and Tax Risk:
Variability in the costs and final investment returns of the Revolution Wind and South Fork Wind offshore wind projects no longer owned by Eversource and the inability to monetize investment tax credits could have an adverse impact on our financial position, results of operations, and cash flows.
Following the sale of our 50 percent ownership share in the South Fork Wind and Revolution Wind projects, we have continuing financial exposure as it relates to the purchase price post-closing adjustment payments under the terms of the sale agreement with Global Infrastructure Partners (GIP) for these projects. Our future obligations under the sale terms primarily include a capital expenditure overrun sharing obligation, an obligation to maintain GIP’s internal rate of return through the construction period for each project, and obligation for other future costs prior to commercial operation. Post-closing purchase price adjustment payments are owed following the commercial operation of Revolution Wind. Factors that could increase the post-closing adjustment payments owed to GIP include the ultimate cost of construction and timing and extent of cost overruns for Revolution Wind, delays in construction such as from federal governmental stop work orders, damage to equipment, and weather conditions, which would also impact the economics associated with the purchase price adjustment, and Revolution Wind’s eligibility for federal investment tax credits (ITCs) at a value lower than assumed and included in the purchase price. New information that becomes available or future developments that arise as the construction of Revolution Wind progresses could result in increased costs of the project that would ultimately be owed to GIP. Adverse changes in facts and circumstances, regulations or Presidential executive orders could increase the obligation under the sale agreement above the amount accrued and result in additional losses, which could have a material adverse effect on our financial position, results of operations, and cash flows.
The purchase price included the sales value related to a 40 percent level of federal ITCs, 10 percent of which is the energy community ITC adder included in the Inflation Reduction Act related to Revolution Wind. If the project does not meet the qualifications under federal tax law for the full value of the ITC or there are changes to tax law, it could have a material adverse effect on our financial position, results of operations, and cash flows.
Additionally, we hold a tax equity investment in South Fork Wind that is expected to result in cash flow benefits from ITCs at a 30 percent level. The tax treatment of the ITCs could be challenged and is subject to audit by the IRS. If the project does not meet the qualifications under federal tax law, we may be unable to monetize the ITCs that support this investment, which could have a material adverse effect on our financial position, results of operations, and cash flows.
Risks Related to the Environment and Catastrophic Events:
The effects of climate change, including severe storms, could cause significant damage to any of our facilities or assets requiring extensive expenditures, the recovery for which is subject to approval by regulators.
Climate change creates physical and financial risks to our operations. Physical risks from climate change may include an increase in sea levels and changes in weather conditions, such as changes in precipitation, extreme heat and weather events, including the effects of significantly stronger wind-related events. To the extent weather conditions are affected by climate change, customers’ energy and water usage could increase or decrease depending on the duration and magnitude of the changes.
Severe weather induced by climate change, such as extreme and frequent ice and snowstorms, tornadoes, micro-bursts, hurricanes, floods, droughts, wildfires, landslides, excess humidity and other natural or weather-related phenomenon, may cause outages and property damage, which may require us to incur additional costs that may not be recoverable from customers. The cost of repairing damages to our operating subsidiaries' facilities and the potential disruption of their operations due to the increase in frequency and severity of storms, natural disasters or other catastrophic events could be substantial, particularly as regulators and customers demand better and quicker response times to outages. 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 customers and could result in penalties or fines. The inability to recover a significant amount of such costs could have an adverse effect on our financial position, results of operations and cash flows. We maintain property insurance, but it may be insufficient in limits and coverage exclusions to cover all losses. Additionally, these types of weather events risk interruption of the supply chain and could disrupt the delivery of goods and services required for our operations.
Transitional impacts related to climate change may have an adverse effect on our business and results of operations due to costs associated with new technologies, evolving customer expectations and changing workforce needs.
Initiatives to mitigate the impacts of climate change, support a transition to cleaner energy, and reduce emissions, may have a material adverse financial impact on our business. These impacts include the costs associated with the development and implementation of new technologies to maintain system reliability and resiliency and lower emissions, including grid modernization and energy storage. An increase in such costs, unless promptly recovered, could have an adverse impact on our financial position, results of operations, and cash flows. There may also be financial and reputational risks if we fail to meet evolving customer expectations, including enabling the integration of residential renewables and providing low carbon solutions, such as electric vehicle infrastructure and energy efficiency services. Additionally, actions to mitigate climate change may result in a transition in our workforce that must adapt to meet the need for new job skills. Associated costs include training programs for existing employees and workforce development as we transition to new technologies and clean energy solutions. Further, the view of natural gas as an attractive fuel source for heating and power generation may be at risk. Certain environmental activist groups, investors and governmental entities continue to oppose natural gas delivery and infrastructure investments because of perceived environmental impacts associated with the natural gas supply chain and end use.
Adequacy of water supplies and contamination of our water supplies, the failure of dams on reservoirs providing water to our customers, or requirements to repair, upgrade or dismantle any of these dams, may disrupt our ability to distribute water to our customers and result in substantial additional costs, which could adversely affect our financial position, results of operations, and cash flows.
Our water business faces an inherent strategic risk related to adequacy of supply (i.e., water scarcity). We expect that climate change will cause both an increase in demand due to increasing temperatures and a potential for a decrease in available supply due to shifting rainfall and recharge patterns. Regulatory constraints also present challenges to permit new sources of supply in the region. In Connecticut, where most of our dams are located, impounded waterways are required to release minimum downstream flow. New regulations are being phased into effect over the next one to five years that will increase the volume of downstream releases required across our Connecticut service territory, depleting the volume of supply in storage that is used to meet customer demands. This combination of factors may cause an increased likelihood of drought emergencies and water use restrictions that could adversely affect our ability to provide water to our customers, and reputational/brand damage that could negatively impact our water business.
Our water supplies, including water provided to our customers, are also subject to possible contamination from naturally occurring compounds and elements or non-organic substances, including PFAS. Although we believe our water supply facilities, dams, reservoirs, and groundwater sources are structurally sound and well-maintained, significant damage to these facilities, or a significant decrease in the water supplies (reservoirs and groundwater), could adversely affect our ability to provide water to our customers until the facilities and enough water can be restored. A failure of a dam could result in personal injuries and downstream property damage for which we may be liable. The failure of a dam would also adversely affect our ability to supply water in sufficient quantities for our customers. 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. We maintain liability insurance, but it may be insufficient in limits and coverage exclusions to cover all losses.
Physical attacks, including acts of war or terrorism, both threatened and actual, could adversely affect our ability to operate our systems and could adversely affect our financial results and liquidity.
Physical attacks, including acts of war or terrorism, both threatened and actual, that damage our transmission and distribution systems or other assets could negatively impact our ability to transmit or distribute energy, water, natural gas, or operate our systems efficiently or at all. Because our electric transmission systems are part of an interconnected regional grid, we face the risk of widespread blackouts due to grid disturbances or disruptions on a neighboring interconnected system. Similarly, our natural gas distribution system is connected to transmission pipelines not owned by Eversource. If there was an attack on the transmission pipelines, it could impact our ability to deliver natural gas. If our assets were physically damaged and were not recovered in a timely manner, it could result in a loss of service to customers, a significant decrease in revenues, significant expense to repair system damage, costs associated with governmental actions in response to such attacks and liability claims, all of which could have a material adverse impact on our financial position, results of operations and cash flows. We maintain property and liability insurance, but it may be insufficient in limits and coverage exclusions to cover all losses. In addition, physical attacks against third-party providers could have a similar effect on the operation of our systems.
Business and Operational Risks:
Strategic development or investment opportunities in electric transmission, distributed generation, or clean-energy technologies may not be successful, which could have a material adverse effect on our business prospects.
We are pursuing investment opportunities in electric transmission facilities, distributed generation and other clean-energy infrastructure, including interconnection facilities. The development of these projects involves numerous significant risks including federal, state and local permitting and regulatory approval processes, scheduling or permitting delays, increased costs, tax strategies and changes to federal tax laws, new legislation impacting the industry, including clean energy programs, economic events or factors, environmental, community, and customer affordability concerns, design and siting issues and difficulties in obtaining required rights of way. Also, supply constraints in New England have led to significant increases in commodity costs which may impact our ability to accomplish our strategic objectives. Further, regional clean energy goals may not be achieved if local, state and federal policy is not aligned with integrated planning of our infrastructure investments or if goals result in a significant increase to customer rates.
Our transmission and distribution systems may not operate as expected, and could require unplanned expenditures, which could adversely affect our financial position, results of operations, and cash flows.
Our ability to safely and properly operate our transmission and distribution systems is critical to the financial performance of our business. 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 resulting from equipment failures such as wildfires and explosions, 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. If the in-service date for one or more of our transmission projects is delayed due to economic events or factors, or regulatory or other delays, including permitting and siting, the risk of failures in the electric transmission system may increase. We also implement new information technology systems from time to time, which may disrupt operations. Any failure of our transmission and distribution systems to operate as planned may result in increased capital costs, reduced earnings or unplanned increases in operations and maintenance costs. The inability to recover a significant amount of such costs could have an adverse effect on our financial position, results of operations, and cash flows.
New technology and alternative energy sources could adversely affect our operations and financial results.
Advances in technology that reduce the costs of alternative methods of producing electric energy to a level that is competitive with that of current electric production methods, could result in loss of market share and customers and may require us to make significant expenditures to remain competitive. These changes in technology, including micro-grids and advances in energy or battery storage, could also alter the channels through which electric customers buy or utilize energy, which could reduce our revenues or increase our expenses. Economic downturns or periods of high energy supply costs typically can lead to the development of legislative and regulatory policy designed to promote reductions in energy consumption and increased energy efficiency and self-generation by customers. Additionally, in response to risks posed by climate change, we may need to make investments in our system including upgrades or retrofits to meet enhanced design criteria, which can incur additional costs over conventional solutions.
We rely on third-party suppliers for equipment, materials, and services and we outsource certain business functions to third-party suppliers and service providers, and substandard performance or inability to fulfill obligations by those third parties could harm our business, reputation and results of operations.
We outsource certain services to third parties in areas including information technology, transaction processing, human resources, payroll and payroll processing and certain operational areas. Outsourcing services to third parties could expose us to substandard quality of service delivery, which may result in missed deadlines or other timeliness issues, non-compliance (including with applicable legal requirements and industry standards) or reputational harm, which could negatively impact our results of operations. Our contractual arrangements with these contractors typically include performance standards, progress payments, insurance requirements and security for performance. The global supply chain of goods and services generally has stabilized; however, certain specialized equipment has long lead times and inflated prices, as well as competition from within and outside the utility industry. Additionally, rising geo-political tensions could negatively impact the global supply chain. If significant difficulties in the global supply chain cycle or inflationary impacts were to reemerge, they could adversely affect our results of operations, or adversely affect our ability to work with regulators, unions, customers or employees.
The loss of key personnel, the inability to hire and retain qualified employees, or the failure to maintain a positive relationship with our workforce could have an adverse effect on our business, financial position and results of operations.
Our operations depend on the continued efforts of our employees. We cannot guarantee that any member of our management or any key employee at the Eversource parent or subsidiary level will continue to serve in any capacity for any period. Our workforce in our subsidiaries includes many workers with highly specialized skills safely maintaining and servicing the electric, natural gas and water infrastructure that cannot be quickly replaced due to the technically complex work they perform. We have developed strategic workforce plans to identify key functions and proactively implement plans to ensure a ready and qualified workforce, but we cannot predict the impact of these plans on our ability to hire and retain key employees. Labor disputes, work stoppages or an inability to negotiate future collective bargaining agreements on commercially reasonable terms, as well as the increased competition for talent or the intentional misconduct of employees or contractors, may also have an adverse effect on our business, financial position and results of operations.
Financial, Economic, and Market Risks:
Limits on our access to, or increases in, the cost of capital may adversely impact our ability to execute our business plan.
We use short-term debt and long-term capital markets as a significant source of liquidity and funding for capital requirements not obtained from our operating cash flow. If access to these sources of liquidity becomes constrained, our ability to implement our business strategy could be adversely affected. Interest rate increases on future credit facilities and debt offerings could be higher than current levels, causing our financing costs to increase accordingly, which could adversely impact our financial position, results of operations and cash flows. Downgrades of our credit ratings or events beyond our control, such as a disruption in global capital and credit markets, could increase our cost of borrowing and cost of capital or restrict our ability to access the capital markets and negatively affect our ability to maintain and to expand our businesses.
Market performance or changes in assumptions may require us to make significant contributions to our pension and other postretirement benefit plans.
We provide a defined benefit pension plan and other postretirement benefits for a substantial number of employees, former employees and retirees. Our future pension obligations, costs and liabilities are highly dependent on a variety of factors, many of which are beyond our control. If our assumptions prove to be inaccurate, our future costs could increase significantly. In addition, various factors, including underperformance of plan investments and changes in law or regulation, could increase the required contribution amount to fund our pension plan in the future. Additional large funding requirements, when combined with the financing requirements of our construction program, could impact the timing, amounts, and number of future financings and negatively affect our financial position, results of operations and cash flows.
Goodwill 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, 2025 totaled $4.23 billion. The carrying value of goodwill represents the fair value of an acquired business in excess of the fair value of identifiable assets and liabilities as of the acquisition date. We test our goodwill balances for impairment on an annual basis or whenever events occur, or circumstances change that would indicate a potential for impairment. A determination that goodwill is deemed to be impaired would result in a non-cash charge that could materially adversely affect our financial position, results of operations, and total capitalization.
We assess our long-lived assets for impairment whenever events or circumstances indicate that the carrying amount of the investment may not be recoverable. To the extent the value of the investment becomes impaired, the impairment charge could have a material adverse effect on our financial position and results of operations.
Our counterparties may not meet their obligations to us or may elect to exercise their termination rights, which could adversely affect our earnings.
We are exposed to the risk that counterparties to various arrangements that owe us money, have contracted to supply us with energy or other commodities or services, or that work with us as strategic partners including on significant capital projects, will not be able to perform their obligations, will terminate such arrangements or, with respect to our credit facilities, fail to honor their commitments. Should any of these counterparties fail to perform their obligations or terminate such arrangements, we might be forced to replace the underlying commitment at higher market prices and/or delay the completion of, or cancel, a capital project. Should any lenders under our credit facilities fail to perform, the level of borrowing capacity under those arrangements could decrease. In any such events, our financial position, results of operations or cash flows could be adversely affected.
As a holding company with no revenue-generating operations, Eversource parent's liquidity is dependent on dividends from its subsidiaries, its commercial paper program, and its ability to access the long-term debt and equity capital markets.
Eversource parent is a holding company and as such has no revenue-generating operations of its own. Its ability to meet its debt service obligations and to pay dividends on its common shares is largely dependent on the ability of its subsidiaries to pay dividends to, or repay borrowings from, Eversource parent, and/or Eversource parent's ability to access its commercial paper program or the long-term debt and equity capital markets. Prior to funding Eversource parent, the subsidiary companies have financial obligations that must be satisfied, including among others, their operating expenses, debt service, preferred dividends of certain subsidiaries, and obligations to trade creditors. Should the subsidiary companies not be able to pay dividends or repay funds due to Eversource parent or if Eversource parent cannot access its commercial paper programs or the long-term debt and equity capital markets, Eversource parent's ability to pay interest, dividends and its own debt obligations would be restricted.
Item 1B. Unresolved Staff Comments
We do not have any unresolved SEC staff comments.
Item 1C. Cybersecurity
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 Risk Management Committee and Audit Committee continue to provide substantial and focused attention to cyber and system security. The Finance and Risk Management 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 and Risk Management 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 and Risk Management Committee. The Company regularly reviews and updates its cyber and system security programs, and the Finance and Risk Management 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 that 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. Members include key leaders of the Company, including the Presidents of each operating business unit, the Chief Information Officer, Chief Customer Officer, Chief Accounting Officer and Chief Compliance 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 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:
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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 Department of Energy’s Cyber Capability Maturity Model and the National Institute of Standards and Technology framework; both widely accepted frameworks utilized by utilities and other critical infrastructure industries.
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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.
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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.
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Established an Artificial Intelligence Executive Working Committee to ensure a “Secure by Design” approach to implementations of artificial intelligence.
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The Company maintains current incident response and business continuity plans, which are periodically updated and tested.
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Network activity is monitored on an ongoing basis.
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Anti-phishing and malware tools are utilized and assessed.
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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, 2025, there were no cyber incidents that have materially affected or are reasonably likely to materially affect the Company, its business strategy, results of operations, or financial condition.
Item 2. Properties
Transmission and Distribution System
As of December 31, 2025, Eversource and our electric operating subsidiaries owned the following:
| Electric Distribution | Electric Transmission | ||||||||||
| Eversource | |||||||||||
| Number of substations owned | 458 | 77 | |||||||||
| Transformer capacity (in kVa) | 48,310,570 | 16,312,600 | |||||||||
| Overhead lines (in circuit miles) | 40,650 | 4,007 | |||||||||
| Underground lines (in circuit miles) | 19,220 | 460 | |||||||||
| Capacity range of overhead transmission lines (in kV) | N/A | 69 to 345 | |||||||||
| Capacity range of underground transmission lines (in kV) | N/A | 69 to 345 |
| CL&P | NSTAR Electric | PSNH | |||||||||||||||||||||||||||||||||
| Distribution | Transmission | Distribution | Transmission | Distribution | Transmission | ||||||||||||||||||||||||||||||
| Number of substations owned | 157 | 22 | 175 | 30 | 126 | 25 | |||||||||||||||||||||||||||||
| Transformer capacity (in kVa) | 21,973,500 | 3,184,000 | 21,607,370 | 8,688,000 | 4,729,700 | 4,440,600 | |||||||||||||||||||||||||||||
| Overhead lines (in circuit miles) | 16,749 | 1,684 | 11,515 | 1,272 | 12,386 | 1,051 | |||||||||||||||||||||||||||||
| Underground lines (in circuit miles) | 6,989 | 158 | 10,052 | 299 | 2,179 | 3 | |||||||||||||||||||||||||||||
| Capacity range of overhead transmission lines (in kV) | N/A | 69 to 345 | N/A | 69 to 345 | N/A | 115 to 345 | |||||||||||||||||||||||||||||
| Capacity range of underground transmission lines (in kV) | N/A | 69 to 345 | N/A | 115 to 345 | N/A | 115 |
| Eversource | CL&P | NSTAR Electric | PSNH | ||||||||||||||||||||
| Underground and overhead line transformers in service | 654,639 | 295,913 | 185,043 | 173,683 | |||||||||||||||||||
| Aggregate capacity (in kVa) | 40,274,114 | 17,201,091 | 15,427,848 | 7,645,175 |
Electric Generating Plants
As of December 31, 2025, NSTAR Electric owned the following solar power facilities:
| Type of Plant | Number of Sites | Year Installed | Capacity (kilowatts, dc) | |||||||||||||||||
| Solar Fixed Tilt, Photovoltaic | 22 | 2010 - 2019 | 70,000 |
CL&P and PSNH do not own any electric generating plants.
Natural Gas Distribution System
As of December 31, 2025, NSTAR Gas owned 21 active gate stations, 162 district regulator stations, and approximately 3,332 miles of natural gas main pipeline. Hopkinton, another subsidiary of Eversource, owns a satellite vaporization plant and above ground storage tanks in Acushnet, Massachusetts (0.5 Bcf of natural gas). In addition, Hopkinton owns a liquefaction and vaporization plant with above ground storage tanks in Hopkinton, Massachusetts (3.0 Bcf of natural gas). Combined, the two plants' tanks have an aggregate storage capacity equivalent to 3.5 Bcf of natural gas that is provided to NSTAR Gas under contract.
As of December 31, 2025, EGMA owned 15 active gate stations, 168 district regulator stations, and approximately 5,040 miles of natural gas main pipeline. Hopkinton, another subsidiary of Eversource, owns liquefaction and vaporization plants and above ground storage tanks at four locations throughout Massachusetts with an aggregate storage capacity equivalent to 1.8 Bcf of natural gas. In addition, Hopkinton owns three propane peak shaving plants at three locations throughout Massachusetts with an aggregate storage capacity equivalent to 0.1 Bcf. Combined, these seven plants have an aggregate storage capacity equivalent to 1.9 Bcf of natural gas that is provided to EGMA under contract.
As of December 31, 2025, Yankee Gas owned 28 active gate stations, 189 district regulator stations, and approximately 3,526 miles of natural gas main pipeline. Yankee Gas also owns a liquefaction and vaporization plant and above ground storage tank with a storage capacity equivalent of 1.2 Bcf of natural gas in Waterbury, Connecticut.
Natural Gas Transmission System
As of December 31, 2025, NSTAR Gas owned 0.65 miles of intrastate transmission natural gas pipeline.
Water Distribution System
Aquarion’s properties consist of water transmission and distribution mains and associated valves, hydrants and service lines, water treatment plants, pumping facilities, wells, tanks, meters, dams, reservoirs, buildings, and other facilities and equipment used for the operation of our systems, including the collection, treatment, storage, and distribution of water.
As of December 31, 2025, Aquarion owned and operated sources of water supply with a combined yield of approximately 135 million gallons per day; 3,861 miles of transmission and distribution mains; 10 surface water treatment plants; 37 dams; and 119 wellfields.
Franchises
CL&P Subject to the power of alteration, amendment or repeal by the General Assembly of Connecticut and subject to certain approvals, permits and consents of public authority and others prescribed by statute, CL&P has, subject to certain exceptions not deemed material, valid franchises free from burdensome restrictions to provide electric transmission and distribution services in the respective areas in which it is now supplying such service.
In addition to the right to provide electric transmission and distribution services as set forth above, the franchises of CL&P include, among others, limited rights and powers, as set forth under Connecticut law and the special acts of the General Assembly constituting its charter, to manufacture, generate, purchase and/or sell electricity at retail, including to provide Standard Service, Supplier of Last Resort service and backup service, to sell electricity at wholesale and to erect and maintain certain facilities on public highways and grounds, all subject to such consents and approvals of public authority and others as may be required by law. The franchises of CL&P include the power of eminent domain. Connecticut law prohibits an electric distribution company from owning or operating generation assets. However, under "An Act Concerning Electricity and Energy Efficiency," enacted in 2007, an electric distribution company, such as CL&P, is permitted to purchase an existing electric generating plant located in Connecticut that is offered for sale, subject to prior approval from PURA and a determination by PURA that such purchase is in the public interest.
NSTAR Electric Through its charter, which is unlimited in time, NSTAR Electric has the right to engage in the business of delivering and selling electricity 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 electric companies under Massachusetts laws. The locations in public ways for electric transmission and distribution lines 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 electric delivery service to retail customers within NSTAR Electric service territory without the written consent of NSTAR Electric. This consent must be filed with the DPU and the municipality so affected. The franchises of NSTAR Electric include the power of eminent domain, obtained through application to the DPU.
Massachusetts restructuring legislation defines service territories as those territories actually served on July 1, 1997 and following municipal boundaries to the extent possible. The restructuring legislation further provides that until terminated by law or otherwise, distribution companies shall have the exclusive obligation to serve all retail customers within their service territories and no other person shall provide distribution service within such service territories without the written consent of such distribution companies.
PSNH The NHPUC, pursuant to statutory requirements, has issued orders granting PSNH exclusive franchises to distribute electricity in the respective areas in which it is now supplying such service.
In addition to the right to distribute electricity as set forth above, the franchises of PSNH include, among others, rights and powers to manufacture, generate, purchase, and transmit electricity, to sell electricity at wholesale to other utility companies and municipalities and to erect and maintain certain facilities on certain public highways and grounds, all subject to such consents and approvals of public authority and others as may be required by law. PSNH's status as a public utility gives it the ability to petition the NHPUC for the right to exercise eminent domain for distribution services and for transmission eligible for regional cost allocation.
PSNH is also subject to certain regulatory oversight by the Maine Public Utilities Commission and the Vermont Public Utility Commission in connection with facilities it owns in those states.
NSTAR Gas Through its charter, which is unlimited in time, NSTAR Gas 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 NSTAR Gas service territory without the written consent of NSTAR Gas. This consent must be filed with the DPU and the municipality so affected.
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.
Yankee Gas Yankee Gas holds valid franchises to sell natural gas in the areas in which Yankee Gas supplies natural gas service. Generally, Yankee Gas holds franchises to serve customers in areas designated by those franchises as well as in most other areas throughout Connecticut 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. Yankee Gas' franchises are perpetual but remain subject to the power of alteration, amendment or repeal by the General Assembly of the State of Connecticut, the power of revocation by PURA and certain approvals, permits and consents of public authorities and others prescribed by statute. Generally, Yankee Gas' franchises include, among other rights and powers, the right and power to manufacture, generate, purchase, transmit and distribute natural gas and to erect and maintain certain facilities on public highways and grounds, and the right of eminent domain, all subject to such consents and approvals of public authorities and others as may be required by law.
Aquarion Water Company of Connecticut and The Torrington Water Company AWC-CT and The Torrington Water Company derive their rights and franchises to operate from special acts of the Connecticut General Assembly and subject to certain approvals, permits and consents of public authority and others prescribed by statute and by its charter, they have, with minor exceptions, valid franchises free from burdensome restrictions and unlimited as to time, and are authorized to sell potable water in the towns (or parts thereof) in which water is now being supplied by AWC-CT and The Torrington Water Company.
In addition to the right to sell water as set forth above, the franchises of AWC-CT and The Torrington Water Company include rights and powers to erect and maintain certain facilities on public highways and grounds, all subject to such consents and approvals of public authority and others as may be required by law. Under the Connecticut General Statutes, AWC-CT and The Torrington Water Company may, upon payment of compensation, take and use such lands, springs, streams or ponds, or such rights or interests therein as the Connecticut Superior Court, upon application, may determine is necessary to enable AWC-CT and The Torrington Water Company to supply potable water for public or domestic use in its franchise areas.
Aquarion Water Company of Massachusetts Through its charters, which are unlimited in time, AWC-MA has the right to engage in the business of distributing and selling water within its service territories, and has the power incidental thereto and is entitled to all the rights and privileges of and subject to the duties imposed upon water companies under Massachusetts laws. AWC-MA has the right to construct and maintain its mains and distribution pipes in and under any public ways and to take and hold water within its respective service territories. Subject to DPU regulation, AWC-MA has the right to establish and fix rates for use of the water distributed and to establish reasonable regulations regarding the same. Certain of the towns within our service area have the right, at any time, to purchase the corporate property and all rights and privileges of AWC-MA according to pricing formulas and procedures specifically described in AWC-MA's respective charters and in compliance with Massachusetts law.
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 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. AWC-NH’s franchise territory encompasses the towns of Hampton, North Hampton, Rye and a limited portion of Stratham. Abenaki Water Company’s franchises extend to the boundaries of the water systems in the towns of Belmont, Bow, Carroll, and Gilford. Subject to NHPUC’s regulations, AWC-NH and Abenaki have the right to establish and fix rates for use of the water distributed and to establish reasonable regulations regarding the same.
In addition to the right to provide water supply, the franchise also allows AWC-NH and Abenaki to sell water at wholesale to other water utilities and municipalities and to construct plant and equipment and maintain such plant and equipment on certain public highways and grounds, all subject to such consents and approvals of public authority and others as may be required by law.
AWC-NH's and Abenaki’s status as regulated public utilities gives them the ability to petition the NHPUC for the right to exercise eminent domain for the establishment of plant and equipment. They can also petition the NHPUC for exemption from the operation of any local ordinance when certain utility structures are reasonably necessary for the convenience or welfare of the public and the local conditions, and, if the purpose of the structure relates to water supply withdrawal, the exemption is recommended by the New Hampshire Department of Environmental Services.
Item 3. Legal Proceedings
We are involved in legal, tax and regulatory proceedings regarding matters arising in the ordinary course of business. For information regarding material lawsuits and proceedings, see Note 13, “Commitments and Contingencies,” of the Combined Notes to Financial Statements.
In addition, see Item 1, Business: "– Electric Distribution Segment," "– Electric Transmission Segment," "– Natural Gas Distribution Segment," and "– Water Distribution Segment" for information about various state and federal regulatory and rate proceedings, civil lawsuits related thereto, and information about proceedings relating to power, transmission and pricing issues; "– Nuclear Fuel Storage" for information related to nuclear waste; and "– Other Regulatory and Environmental Matters" for information about toxic substances and hazardous materials, climate change, and other matters. In addition, see Item 1A, Risk Factors, for general information about several significant risks.
Item 4. Mine Safety Disclosures
Not applicable.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The following sets forth the executive officers of Eversource Energy as of February 17, 2026. All of Eversource Energy’s officers serve terms of one year and until their successors are elected and qualified.
| Name | Age | Title | ||||||||||||
| Joseph R. Nolan, Jr. | 62 | Chairman of the Board, President, Chief Executive Officer and a Trustee | ||||||||||||
| John M. Moreira | 64 | Executive Vice President, Chief Financial Officer and Treasurer | ||||||||||||
| Gregory B. Butler | 68 | Executive Vice President and General Counsel | ||||||||||||
| Paul Chodak III | 62 | Executive Vice President and Chief Operating Officer | ||||||||||||
| Penelope M. Conner | 62 | Executive Vice President-Customer Experience and Energy Strategy | ||||||||||||
| James W. Hunt, III | 54 | Executive Vice President-Corporate Relations and Sustainability and Secretary | ||||||||||||
| Susan Sgroi | 61 | Executive Vice President-Human Resources and Information Technology | ||||||||||||
| Jay S. Buth | 56 | Vice President, Controller and Chief Accounting Officer |
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. 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 since May 4, 2022. He previously served as Senior Vice President-Financial and Regulatory and Treasurer of Eversource Energy from September 12, 2018 until May 4, 2022.
Gregory B. Butler. Mr. Butler has served as General Counsel of Eversource Energy since May 1, 2001. He has served as Executive Vice President of Eversource Energy since August 8, 2016.
Paul Chodak III. Mr. Chodak has served as Executive Vice President and Chief Operating Officer of Eversource Energy since 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.
Penelope M. Conner. Ms. Conner has served as Executive Vice President-Customer Experience and Energy Strategy of Eversource Energy since May 5, 2021. Previously, Ms. Conner served as Senior Vice President and Chief Customer Officer of Eversource Service from March 2, 2013 until May 5, 2021.
James W. Hunt, III. Mr. Hunt has served as Executive Vice President-Corporate Relations and Sustainability of Eversource Energy since May 5, 2021 and as Secretary of Eversource Energy since July 9, 2021. Previously Mr. Hunt served as Senior Vice President-Communications, External Affairs and Sustainability of Eversource Service from December 17, 2019 until May 5, 2021.
Susan Sgroi. Ms. Sgroi has served as Executive Vice President-Human Resources and Information Technology of Eversource Energy since January 8, 2024. 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.
Jay S. Buth. Mr. Buth has served as Vice President, Controller and Chief Accounting Officer of Eversource Energy since June 9, 2009.
PART II
Item 5. Market for the Registrants' Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
(a) Market Information
Our common shares are listed on the New York Stock Exchange. The ticker symbol is "ES." There is no established public trading market for the common stock of CL&P, NSTAR Electric and PSNH. All of the common stock of CL&P, NSTAR Electric and PSNH is held solely by Eversource.
(b) Holders
As of January 31, 2026, there were 26,445 registered common shareholders of our company on record. As of the same date, there were a total of 375,496,611 shares outstanding.
(c) Dividends
Information with respect to dividends and dividend restrictions for Eversource, CL&P, NSTAR Electric and PSNH is contained in Item 8, Financial Statements and Supplementary Data, in the Combined Notes to Financial Statements, within this Annual Report on Form 10-K.
(d) Securities Authorized for Issuance Under Equity Compensation Plans
For information regarding securities authorized for issuance under equity compensation plans, see Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, included in this Annual Report on Form 10-K.
(e) Performance Graph
The performance graph below illustrates a five-year comparison of cumulative total returns based on an initial investment of $100 in 2020 in Eversource Energy common stock, as compared with the S&P 500 Stock Index and the EEI Index for the period 2020 through 2025, assuming all dividends are reinvested.

| December 31, | ||||||||||||||||||||
| 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | |||||||||||||||
| Eversource Energy | $100 | $108 | $103 | $79 | $77 | $94 | ||||||||||||||
| EEI Index | $100 | $117 | $118 | $108 | $129 | $144 | ||||||||||||||
| S&P 500 | $100 | $129 | $105 | $133 | $166 | $196 |
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table discloses purchases of our common shares made by us or on our behalf for the periods shown below. The common shares purchased consist of open market purchases made by the Company or an independent agent. These share transactions related to matching contributions under the Eversource 401k Plan.
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans and Programs (at month end) | |||||||||||||||||||
| October 1 - October 31, 2025 | — | $ | — | — | — | ||||||||||||||||||
| November 1 - November 30, 2025 | 638 | 63.73 | — | — | |||||||||||||||||||
| December 1 - December 31, 2025 | 2,492 | 67.43 | — | — | |||||||||||||||||||
| Total | 3,130 | $ | 66.67 | — | — |
Item 6. Removed and Reserved
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
EVERSOURCE ENERGY AND SUBSIDIARIES
The following discussion and analysis should be read in conjunction with our consolidated financial statements and related combined notes included in this combined Annual Report on Form 10-K. References in this combined Annual Report on Form 10-K to "Eversource," the "Company," "we," "us," and "our" refer to Eversource Energy and its consolidated subsidiaries. All per-share amounts are reported on a diluted basis. 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 2025 compared to fiscal year 2024 is included herein. Unless expressly stated otherwise, for discussion and analysis of fiscal year 2023 items and of fiscal year 2024 compared to fiscal year 2023, please refer to Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, in our combined 2024 Annual Report on Form 10-K, which is incorporated herein by reference.
Refer to the Glossary of Terms included in this combined Annual Report on Form 10-K for abbreviations and acronyms used throughout this Management's Discussion and Analysis of Financial Condition and Results of Operations.
The only common equity securities that are publicly traded are common shares of Eversource. Our earnings discussion includes financial measures that are not recognized under GAAP (non-GAAP) referencing our earnings and EPS excluding losses associated with our previous offshore wind investments, a loss on the pending sale of the Aquarion water distribution business, and a loss on the disposition of land that was initially acquired to construct the Northern Pass Transmission project and was subsequently abandoned. EPS by business is also a non-GAAP financial measure 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. The earnings and EPS of each business do not represent a direct legal interest in the assets and liabilities of such business, but rather represent a direct interest in our assets and liabilities as a whole.
We use these non-GAAP financial measures to evaluate and provide details of earnings results by business and to more fully compare and explain our results without including these items. This information is among the primary indicators we use as a basis for evaluating performance and planning and forecasting of future periods. We believe the impacts of the losses associated with our previous offshore wind investments, the loss on the pending sale of the Aquarion water distribution business, and the loss on the disposition of land associated with an abandoned project are not indicative of our ongoing costs and performance. We view these charges as not directly related to the ongoing operations of the business and therefore not an indicator of baseline operating performance. Due to the nature and significance of the effect of these items on Net Income Attributable to Common Shareholders and EPS, we believe that the non-GAAP presentation is a more meaningful representation of our financial performance and provides additional and useful information to readers of this report in analyzing historical and future performance of our business. These non-GAAP financial measures should not be considered as alternatives to reported Net Income Attributable to Common Shareholders or EPS determined in accordance with GAAP as indicators of operating performance.
Financial Condition and Business Analysis
Executive Summary
Eversource Energy is a public utility holding company primarily engaged, through its wholly-owned regulated utility subsidiaries, in the energy delivery business. Eversource Energy's wholly-owned regulated utility subsidiaries consist of CL&P, NSTAR Electric and PSNH (electric utilities), Yankee Gas, NSTAR Gas and EGMA (natural gas utilities) and Aquarion (water utilities). Eversource is organized into the electric distribution, electric transmission, natural gas distribution, and water distribution reportable segments.
The following items in this executive summary are explained in more detail in this combined Annual Report on Form 10-K:
Earnings Overview and Future Outlook:
-
We earned $1.69 billion, or $4.56 per share, in 2025, compared with $811.7 million, or $2.27 per share, in 2024. Our 2025 results include an aggregate, net after-tax charge resulting from our previous offshore wind investments of $75.0 million, or $0.20 per share. Our 2024 results include an aggregate, net after-tax loss on the sale of our offshore wind investments of $524.0 million, or $1.47 per share. These 2025 and 2024 charges were recorded within Eversource Parent and Other Companies. Our 2024 results also include an after-tax loss resulting from the expected sale of Aquarion of $298.3 million, or $0.83 per share. This 2024 charge was recorded within the Water Distribution segment. Excluding these charges, our 2025 non-GAAP earnings were $1.77 billion, or $4.76 per share, and our 2024 non-GAAP earnings of $1.63 billion, or $4.57 per share.
-
We project that we will earn within a 2026 earning guidance range of between $4.80 per share and $4.95 per share. We also project that our long-term EPS growth rate through 2030 will be in a 5 to 7 percent range, using 2025 non-GAAP EPS of $4.76 per share as the base year.
Liquidity:
-
Cash flows provided by operating activities totaled $4.11 billion in 2025, compared with $2.16 billion in 2024. Investments in property, plant and equipment totaled $4.16 billion in 2025, compared with $4.48 billion in 2024.
-
Cash totaled $135.4 million as of December 31, 2025, compared with $26.7 million as of December 31, 2024. Our available borrowing capacity under our commercial paper programs totaled $1.12 billion as of December 31, 2025.
-
In 2025, we issued $2.94 billion of new long-term debt and we repaid $1.40 billion of long-term debt.
-
In 2025, we paid dividends totaling $3.01 per common share, compared with dividends of $2.86 per common share in 2024. Our quarterly common share dividend payment was $0.7525 per share in 2025, as compared to $0.715 per share in 2024. On January 27, 2026, our Board of Trustees approved a common share dividend payment of $0.7875 per share, payable on March 31, 2026 to shareholders of record as of March 5, 2026.
-
On May 30, 2025, we entered into an equity distribution agreement pursuant to which we may offer and sell up to $1.2 billion of our common shares from time to time through an “at-the-market” (ATM) equity offering program. In 2025, we issued 7,130,134 common shares, which resulted in proceeds of $465.4 million, net of issuance costs.
-
We project to make capital expenditures of $26.51 billion from 2026 through 2030, of which we expect $11.24 billion to be in our electric distribution segment, $6.80 billion to be in our natural gas distribution segment, and $7.24 billion to be in our electric transmission segment. We also project to invest $1.23 billion in information technology and facilities upgrades and enhancements.
Regulatory Developments:
-
On July 25, 2025, the NHPUC issued its decision in the PSNH distribution rate case and approved a permanent rate increase of $100.7 million, effective August 1, 2025, inclusive of the temporary rate increase that went into effect in August 2024. The order established an authorized regulatory ROE of 9.5 percent with a 50 percent common equity ratio for PSNH’s capital structure. The NHPUC approved an alternative regulatory framework that authorizes formulaic annual revenue adjustments on August 1st of 2026, 2027 and 2028.
-
On November 3, 2025, EGMA, NSTAR Electric, and the Massachusetts Office of the Attorney General reached
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Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Market Risk Information
Commodity Price Risk Management: Our regulated companies enter into energy contracts to serve our customers, and the economic impacts of those contracts are passed on to our customers. Accordingly, the regulated companies have no exposure to loss of future earnings or fair values due to these market risk-sensitive instruments. Eversource's Energy Supply Risk Committee, comprised of senior officers, reviews and approves all large-scale energy related transactions entered into by its regulated companies.
Other Risk Management Activities
We have an Enterprise Risk Management (ERM) program for identifying the principal risks of the Company. Our ERM program involves the application of a well-defined, enterprise-wide methodology designed to allow our Risk Committee, comprised of our senior officers of the Company, to identify, categorize, prioritize, and mitigate the principal risks to the Company. The ERM program is integrated with other assurance functions throughout the Company including Compliance, Auditing, and Insurance to ensure appropriate coverage of risks that could impact the Company. In addition to known risks, ERM identifies emerging risks to the Company, through participation in industry groups, discussions with management and in consultation with outside advisers. Our management then analyzes risks to determine materiality, likelihood and impact, and develops mitigation strategies. Management broadly considers our business model, the utility industry, the global economy, climate change, sustainability and the current environment to identify risks. The Finance and Risk Management Committee of the Board of Trustees is responsible for oversight of the Company's ERM program and enterprise-wide risks as well as specific risks associated with insurance, credit, financing, investments, pensions and overall system security including cyber security. The findings of the ERM process are periodically discussed with the Finance and Risk Management Committee of our Board of Trustees, as well as with other Board Committees or the full Board of Trustees, as appropriate, including reporting on how these issues are being measured and managed. However, there can be no assurances that the ERM process will identify or manage every risk or event that could impact our financial position, results of operations or cash flows.
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. As of December 31, 2025, all of our long-term debt was at a fixed interest rate.
Credit Risk Management: Credit risk relates to the risk of loss that we would incur as a result of non-performance by counterparties pursuant to the terms of our contractual obligations. We serve a wide variety of customers and transact with suppliers that include IPPs, industrial companies, natural gas and electric utilities, oil and natural gas producers, financial institutions, and other energy marketers. Margin accounts exist within this diverse group, and we realize interest receipts and payments related to balances outstanding in these margin accounts. This wide customer and supplier mix generates a need for a variety of contractual structures, products and terms that, in turn, require us to manage the portfolio of market risk inherent in those transactions in a manner consistent with the parameters established by our risk management process.
Our regulated companies are subject to credit risk from certain long-term or high-volume supply contracts with energy marketing companies. Our regulated companies manage the credit risk with these counterparties in accordance with established credit risk practices and monitor contracting risks, including credit risk. As of December 31, 2025, our regulated companies held collateral (letters of credit or cash) of $21.3 million from counterparties related to our standard service contracts. As of December 31, 2025, Eversource had $38.6 million of cash posted with ISO-NE related to energy transactions.
If the respective unsecured debt ratings of Eversource or its subsidiaries were reduced to below investment grade by either Moody's, S&P or Fitch, certain of Eversource's contracts would require additional collateral in the form of cash or letters of credit to be provided to counterparties and independent system operators. Eversource would have been and remains able to provide that collateral.
Item 8. Financial Statements and Supplementary Data
| Eversource | ||||||||
| Management’s Report on Internal Controls Over Financial Reporting | ||||||||
| Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 34) | ||||||||
| Consolidated Financial Statements | ||||||||
| CL&P | ||||||||
| Management’s Report on Internal Controls Over Financial Reporting | ||||||||
| Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) | ||||||||
| Financial Statements | ||||||||
| NSTAR Electric | ||||||||
| Management’s Report on Internal Controls Over Financial Reporting | ||||||||
| Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) | ||||||||
| Consolidated Financial Statements | ||||||||
| PSNH | ||||||||
| Management’s Report on Internal Controls Over Financial Reporting | ||||||||
| Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34) | ||||||||
| Consolidated Financial Statements | ||||||||
Management’s Report on Internal Controls Over Financial Reporting
Eversource Energy
Management is responsible for the preparation, integrity, and fair presentation of the accompanying consolidated financial statements of Eversource Energy and subsidiaries (Eversource or the Company) and of other sections of this annual report. Eversource's internal controls over financial reporting were audited by Deloitte & Touche LLP.
Management is responsible for establishing and maintaining adequate internal controls over financial reporting. The Company's internal control framework and processes have been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. There are inherent limitations of internal controls over financial reporting that could allow material misstatements due to error or fraud to occur and not be prevented or detected on a timely basis by employees during the normal course of business. Additionally, internal controls over financial reporting may become inadequate in the future due to changes in the business environment.
Under the supervision and with the participation of the principal executive officer and principal financial officer, Eversource conducted an evaluation of the effectiveness of internal controls over financial reporting based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation under the framework in COSO, management concluded that internal controls over financial reporting were effective as of December 31, 2025.
February 17, 2026
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees and Shareholders of Eversource Energy:
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Eversource Energy and subsidiaries (the “Company”) as of December 31, 2025, 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, 2025, 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, 2025, of the Company and our report dated February 17, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Controls Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Hartford, Connecticut
February 17, 2026
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees and Shareholders of Eversource Energy:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Eversource Energy and subsidiaries (the “Company”) as of December 31, 2025 and 2024, 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, 2025, 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 positio
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
No events that would be described in response to this item have occurred with respect to Eversource, CL&P, NSTAR Electric or PSNH.
Item 9A. Controls and Procedures
Management, on behalf of Eversource, CL&P, NSTAR Electric and PSNH, is responsible for the preparation, integrity, and fair presentation of the accompanying Financial Statements and other sections of this combined Annual Report on Form 10-K. Eversource's internal controls over financial reporting were audited by Deloitte & Touche LLP.
Management, on behalf of Eversource, CL&P, NSTAR Electric and PSNH, is responsible for establishing and maintaining adequate internal controls over financial reporting. The internal control framework and processes have been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. There are inherent limitations of internal controls over financial reporting that could allow material misstatements due to error or fraud to occur and not be prevented or detected on a timely basis by employees during the normal course of business. Additionally, internal controls over financial reporting may become inadequate in the future due to changes in the business environment. Under the supervision and with the participation of the principal executive officer and principal financial officer, an evaluation of the effectiveness of internal controls over financial reporting was conducted based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). 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, 2025.
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, 2025 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. This evaluation was made under management's supervision and with management's participation, including the principal executive officer and principal financial officer as of the end of the period covered by this Annual Report on Form 10-K. There are inherent limitations of disclosure controls and procedures, including the possibility of human error and the circumventing or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. The principal executive officer and principal financial officer have concluded, based on their review, that the disclosure controls and procedures of Eversource, CL&P, NSTAR Electric and PSNH are effective to ensure that information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized, and reported within the time periods specified in SEC rules and regulations and (ii) is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.
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, 2025 that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.
Item 9B. Other Information
During the quarter ended December 31, 2025, 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.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Eversource Energy
The information required by this Item 10 for Eversource Energy is incorporated herein by reference to certain information contained in the sections captioned “Election of Trustees,” and “Governance of Eversource Energy” plus related subsections, of Eversource Energy’s definitive proxy statement for solicitation of proxies, expected to be filed with the SEC on or about March 27, 2026.
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
Certain information required by this Item 10 is omitted for CL&P, NSTAR Electric and PSNH pursuant to Instruction I(2)(c) to Form 10-K, Omission of Information by Certain Wholly Owned Subsidiaries.
Item 11. Executive Compensation
Eversource Energy
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 27, 2026, under the sections captioned “Compensation Discussion and Analysis,” plus related subsections, and “Compensation Committee Report,” plus related subsections following such Report.
CL&P, NSTAR Electric and PSNH
Certain information required by this Item 11 has been omitted for CL&P, NSTAR Electric and PSNH pursuant to Instruction I(2)(c) to Form 10-K, Omission of Information by Certain Wholly-Owned Subsidiaries.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Eversource Energy
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 "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 27, 2026.
CL&P, NSTAR Electric and PSNH
Certain information required by this Item 12 has been omitted for CL&P, NSTAR Electric and PSNH pursuant to Instruction I(2)(c) to Form 10-K, Omission of Information by Certain Wholly-Owned Subsidiaries.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
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, 2025, in accordance with the rules of the SEC:
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) | Weighted-average exercise price of outstanding options, warrants and rights (2) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (1)****) | ||||||||
| Equity compensation plans approved by security holders | 1,749,624 | $— | 3,051,466 | ||||||||
| Equity compensation plans not approved by security holders (3) | — | — | — | ||||||||
| Total | 1,749,624 | $— | 3,051,466 |
(1) Includes 731,181 common shares for distribution in respect of restricted share units, and 1,018,443 performance shares issuable at target, all pursuant to the terms of our Incentive Plans.
(2) The weighted-average exercise price does not take into account restricted share units or performance shares, which have no exercise price.
(3) As of December 31, 2025, there were no equity compensation plans not approved by security holders.
For information regarding our Incentive Plans, see Note 11C, "Employee Benefits - Share Based Payments," to the financial statements.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Eversource Energy
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 27, 2026.
CL&P, NSTAR Electric and PSNH
Certain information required by this Item 13 has been omitted for CL&P, NSTAR Electric and PSNH pursuant to Instruction I(2)(c) to Form 10-K, Omission of Information by Certain Wholly-Owned Subsidiaries**.**
Item 14. Principal Accountant Fees and Services
Eversource Energy
Incorporated herein by reference is the information contained in the section "Relationship with Principal Independent 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 27, 2026.
CL&P, NSTAR Electric and PSNH
Pre-Approval of Services Provided by Principal Auditors
None of CL&P, NSTAR Electric and PSNH is subject to the audit committee requirements of the SEC, the national securities exchanges or the national securities associations. CL&P, NSTAR Electric and PSNH obtain audit services from the independent auditor engaged by the Audit Committee of Eversource Energy's Board of Trustees. Eversource Energy's Audit Committee has established policies and procedures regarding the pre-approval of services provided by the principal auditors. Those policies and procedures delegate pre-approval of services to the Eversource Energy Audit Committee Chair provided that such offices are held by Trustees who are "independent" within the meaning of the Sarbanes-Oxley Act of 2002 and that all such pre-approvals are presented to the Eversource Energy Audit Committee at the next regularly scheduled meeting of the Committee.
The following relates to fees and services for the entire Eversource Energy system, including Eversource Energy, CL&P, NSTAR Electric and PSNH.
Fees Billed By Principal Independent Registered Public Accounting Firm
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, 2025 and 2024 totaled $7,048,414 and $7,454,414, respectively. In addition, affiliates of Deloitte & Touche LLP as noted below provide other accounting services to the Company.
| Audit and Non-Audit Fees | 2025 | 2024 | |||||||||
| Audit Fees (1) | $ | 5,711,000 | $ | 5,984,500 | |||||||
| Audit Related Fees (2) | 1,335,500 | 1,386,000 | |||||||||
| All Other Fees (3) | 1,914 | 83,914 | |||||||||
| TOTAL | $ | 7,048,414 | $ | 7,454,414 |
(1) Audit Fees consisted of fees related to the audits of financial statements of Eversource Energy and its subsidiaries in the Annual Report on Form 10-K, reviews of financial statements in the Combined Quarterly reports on Form 10-Q of Eversource Energy and its subsidiaries, consultations with management, regulatory and compliance filings, system conversion quality assurance, out of pocket expenses, and audits of internal controls over financial reporting for the years ended December 31, 2025 and 2024.
(2) Audit Related Fees were incurred for procedures performed in the ordinary course of business in support of Eversource’s ATM equity offering program, certain regulatory filings, comfort letters, consents, and other costs related to registration statements and financials for the years ended December 31, 2025 and 2024.
(3) All Other Fees for the years ended December 31, 2025 and 2024 related to an annual license for access to an accounting standards research tool. All Other Fees for the year ended December 31, 2024 also related to a system pre-implementation control review.
The Audit Committee pre-approves all auditing services and permitted audit-related or other services (including the fees and terms thereof) to be performed for us by our independent registered public accounting firm, subject to the de minimis exceptions for non-audit services described in
Section 10A(i)(1)(B) of the Securities Exchange Act of 1934, which are approved by the Audit Committee prior to the completion of the audit. The Audit Committee may form and delegate its authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittees to grant pre-approvals are presented to the full Audit Committee at its next scheduled meeting. During 2025, all services described above were pre-approved by the Audit Committee or its Chair.
The Audit Committee has considered whether the provision by the Deloitte Entities of the non-audit services described above was allowed under Rule 2-01(c)(4) of Regulation S-X and was compatible with maintaining the independence of the registered public accountants and has concluded that the Deloitte Entities were and are independent of us in all respects.
PART IV
Item 15. Exhibits and Financial Statement Schedules
| (a) | 1. | Financial Statements: | ||||||||||||
| The financial statements filed as part of this Annual Report on Form 10-K are set forth under Item 8, "Financial Statements and Supplementary Data." | ||||||||||||||
| 2. | Schedules | |||||||||||||
| I. | Financial Information of Registrant: | |||||||||||||
| Eversource Energy (Parent) Balance Sheets as of December 31, 2025 and 2024 | S-1 | |||||||||||||
| Eversource Energy (Parent) Statements of Income for the Years Ended December 31, 2025, 2024 and 2023 | S-2 | |||||||||||||
| Eversource Energy (Parent) Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024 and 2023 | S-2 | |||||||||||||
| Eversource Energy (Parent) Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023 | S-3 | |||||||||||||
| II. | Valuation and Qualifying Accounts and Reserves for Eversource, CL&P, NSTAR Electric and PSNH for 2025, 2024 and 2023 | S-4 | ||||||||||||
| All other schedules of the companies for which inclusion is required in the applicable regulations of the SEC are permitted to be omitted under the related instructions or are not applicable, and therefore have been omitted. | ||||||||||||||
| 3. | Exhibit Index | E-1 |
Item 16. Form 10-K Summary
Not applicable.
SCHEDULE I
EVERSOURCE ENERGY (PARENT)
FINANCIAL INFORMATION OF REGISTRANT
BALANCE SHEETS
AS OF DECEMBER 31, 2025 AND 2024
(Thousands of Dollars)
| 2025 | 2024 | ||||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash | $ | 200 | $ | 1,083 | |||||||
| Accounts Receivable from Subsidiaries | 215,193 | 100,320 | |||||||||
| Notes Receivable from Subsidiaries | 1,592,100 | 2,051,400 | |||||||||
| Prepayments and Other Current Assets, Including Assets Held for Sale | 57,002 | 96,313 | |||||||||
| Total Current Assets | 1,864,495 | 2,249,116 | |||||||||
| Deferred Debits and Other Assets: | |||||||||||
| Investments in Subsidiary Companies, at Equity | 21,413,181 | 20,080,215 | |||||||||
| Notes Receivable from Subsidiaries | 2,296,500 | 2,296,500 | |||||||||
| Accumulated Deferred Income Taxes | 100,941 | 113,718 | |||||||||
| Goodwill | 3,550,070 | 3,231,811 | |||||||||
| Long-Term Assets Held for Sale | — | 335,393 | |||||||||
| Other Long-Term Assets | 26,700 | 24,582 | |||||||||
| Total Deferred Debits and Other Assets | 27,387,392 | 26,082,219 | |||||||||
| Total Assets | $ | 29,251,887 | $ | 28,331,335 | |||||||
| LIABILITIES AND CAPITALIZATION | |||||||||||
| Current Liabilities: | |||||||||||
| Notes Payable | $ | 1,280,000 | $ | 1,538,011 | |||||||
| Long-Term Debt - Current Portion | 1,002,439 | 600,000 | |||||||||
| Accounts Payable to Subsidiaries | 43,698 | 45,326 | |||||||||
| Accrued Interest | 169,516 | 168,748 | |||||||||
| Other Current Liabilities | 97,176 | 57,923 | |||||||||
| Total Current Liabilities | 2,592,829 | 2,410,008 | |||||||||
| Deferred Credits and Other Liabilities: | |||||||||||
| Long-Term Liabilities Held for Sale | — | 15,028 | |||||||||
| Other Long-Term Liabilities | 115,299 | 137,656 | |||||||||
| Total Deferred Credits and Other Liabilities | 115,299 | 152,684 | |||||||||
| Long-Term Debt | 10,346,488 | 10,729,256 | |||||||||
| Common Shareholders' Equity: | |||||||||||
| Common Shares | 1,914,273 | 1,878,622 | |||||||||
| Capital Surplus, Paid in | 9,937,878 | 9,428,905 | |||||||||
| Retained Earnings | 4,504,983 | 3,929,141 | |||||||||
| Accumulated Other Comprehensive Loss | (20,507) | (26,472) | |||||||||
| Treasury Stock | (139,356) | (170,809) | |||||||||
| Common Shareholders' Equity | 16,197,271 | 15,039,387 | |||||||||
| Total Liabilities and Capitalization | $ | 29,251,887 | $ | 28,331,335 |
See the Combined Notes to Financial Statements in this Annual Report on Form 10-K for a description of significant accounting matters related to Eversource parent, including the sale status of Aquarion as described in Note 24, “Assets Held for Sale,” Eversource common shares information as described in Note 18, "Common Shares," material obligations and guarantees as described in Note 13, "Commitments and Contingencies," and debt agreements as described in Note 8, "Short-Term Debt," and Note 9, "Long-Term Debt."
S-1
SCHEDULE I
EVERSOURCE ENERGY (PARENT)
FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF INCOME/(LOSS)
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
(Thousands of Dollars, Except Share Information)
| 2025 | 2024 | 2023 | |||||||||||||||
| Operating Revenues | $ | 2,067 | $ | 4,442 | $ | 840 | |||||||||||
| Operating Expenses: | |||||||||||||||||
| Acquisition and Integration Costs Allowed for Recovery | (82,346) | — | — | ||||||||||||||
| Other | 10,458 | 20 | 12,769 | ||||||||||||||
| Loss on Pending Sale of Aquarion | — | 297,000 | — | ||||||||||||||
| Total Operating Expenses | (71,888) | 297,020 | 12,769 | ||||||||||||||
| Operating Income/(Loss) | 73,955 | (292,578) | (11,929) | ||||||||||||||
| Interest Expense | 548,723 | 549,511 | 397,281 | ||||||||||||||
| Other Income, Net: | |||||||||||||||||
| Equity in Earnings/(Losses) of Subsidiaries | 1,923,453 | 1,359,297 | (312,040) | ||||||||||||||
| Other, Net | 166,600 | 214,444 | 188,003 | ||||||||||||||
| Other Income/(Loss), Net | 2,090,053 | 1,573,741 | (124,037) | ||||||||||||||
| Income/(Loss) Before Income Tax Benefit | 1,615,285 | 731,652 | (533,247) | ||||||||||||||
| Income Tax Benefit | (77,087) | (80,001) | (91,007) | ||||||||||||||
| Net Income/(Loss) | $ | 1,692,372 | $ | 811,653 | $ | (442,240) | |||||||||||
| Basic Earnings/(Loss) per Common Share | $ | 4.56 | $ | 2.27 | $ | (1.27) | |||||||||||
| Diluted Earnings/(Loss) per Common Share | $ | 4.56 | $ | 2.27 | $ | (1.26) | |||||||||||
| Weighted Average Common Shares Outstanding: | |||||||||||||||||
| Basic | 370,852,601 | 357,482,965 | 349,580,638 | ||||||||||||||
| Diluted | 371,259,264 | 357,779,408 | 349,840,481 |
STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
| (Thousands of Dollars) | 2025 | 2024 | 2023 | ||||||||||||||
| Net Income/(Loss) | $ | 1,692,372 | $ | 811,653 | $ | (442,240) | |||||||||||
| Other Comprehensive Income, Net of Tax: | |||||||||||||||||
| Qualified Cash Flow Hedging Instruments | 20 | 20 | 20 | ||||||||||||||
| Changes in Unrealized Gains on Marketable Securities | — | — | 1,252 | ||||||||||||||
| Changes in Funded Status of Pension, SERP and PBOP Benefit Plans | 5,945 | 7,245 | 4,412 | ||||||||||||||
| Other Comprehensive Income, Net of Tax | 5,965 | 7,265 | 5,684 | ||||||||||||||
| Comprehensive Income/(Loss) | $ | 1,698,337 | $ | 818,918 | $ | (436,556) |
See the Combined Notes to Finan
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