Eversource(ES) - 2023 Q4 - Annual Report

Part I Business Eversource Energy is a regulated public utility operating four segments and divesting offshore wind assets, serving 4.4 million customers across three states - Eversource Energy is a public utility holding company engaged in the energy delivery business through its wholly-owned subsidiaries[31] - The company operates through four reportable segments: electric distribution, electric transmission, natural gas distribution, and water distribution[32] - Eversource is in the process of selling its 50% ownership interests in three offshore wind projects: Revolution Wind, South Fork Wind, and Sunrise Wind[33][94][95] Electric Distribution Segment The Electric Distribution segment delivers electricity to retail customers in Connecticut, Massachusetts, and New Hampshire under state-specific rate regulations - The electric distribution segment consists of the distribution businesses of CL&P, NSTAR Electric, and PSNH, serving retail customers in Connecticut, Massachusetts, and New Hampshire, respectively[34] Electric Distribution Customer Counts (as of Dec 31, 2023) | Utility | State | Customer Count | | :--- | :--- | :--- | | CL&P | Connecticut | ~1.28 million | | NSTAR Electric | Massachusetts | ~1.49 million | | PSNH | New Hampshire | ~539,000 | - NSTAR Electric owns and operates 70 MW of solar power facilities across twenty-two sites in Massachusetts, with the energy sold into the ISO-NE market and proceeds credited to customers[47] Electric Transmission Segment This segment's revenues are recovered through FERC-approved formula rates, with an estimated rate base of approximately $9.8 billion at year-end 2023 - The electric transmission segment's revenues are recovered through FERC-approved formula rates, which include a return on equity and provide for an annual true-up of estimated to actual costs[65] Estimated Transmission Rate Base (as of Dec 31, 2023) | Company | Rate Base (approx.) | | :--- | :--- | | CL&P | $4.1 billion | | NSTAR Electric | $3.9 billion | | PSNH | $1.8 billion | | Total | $9.8 billion | - The company faces four separate complaints at FERC challenging the New England Transmission Owners' (NETOs) base Return on Equity (ROE), creating significant uncertainty regarding the outcome and potential financial impact[67][70][71] Natural Gas Distribution Segment The Natural Gas Distribution segment serves approximately 895,000 customers in Massachusetts and Connecticut, focusing on infrastructure replacement and navigating climate goals Natural Gas Customer Counts (as of Dec 31, 2023) | Utility | State | Customer Count | | :--- | :--- | :--- | | NSTAR Gas | Massachusetts | ~307,000 | | EGMA | Massachusetts | ~336,000 | | Yankee Gas | Connecticut | ~252,000 | - Both Massachusetts and Connecticut have accelerated pipeline replacement programs (GSEP and GSI, respectively) that allow for annual cost recovery through reconciling tariff factors[82][84] - In Massachusetts, the DPU's "Future of Gas" proceeding (DPU 20-80) is examining the role of natural gas LDCs in meeting the state's 2050 climate goals, which may require significant changes to the business model, though the company does not currently see a risk of asset impairment[83] Water Distribution Segment The Water Distribution segment serves approximately 241,000 customers across Connecticut, Massachusetts, and New Hampshire, primarily in Connecticut, with rates regulated by state authorities - The water segment serves approximately 241,000 customers across Connecticut, Massachusetts, and New Hampshire, with the vast majority (92%) in Connecticut[89] - Water supply is sourced from owned reservoirs and wells, with a total yield of approximately 135 million gallons per day[92] Offshore Wind Business Eversource is actively divesting its 50% ownership interests in three offshore wind projects and has recorded significant impairment charges to reflect their estimated fair value - Eversource is in the process of selling its 50% interests in three jointly-owned offshore wind projects and has recorded impairments to reflect the investments at estimated fair value[95] Other Regulatory and Environmental Matters Eversource is subject to extensive environmental regulations, including increasing Renewable Portfolio Standards, and has committed to carbon neutrality for its operations by 2030 2023 Renewable Portfolio Standards (RPS) Obligations | State | 2023 Total RPS Obligation | | :--- | :--- | | Connecticut | 35.0% | | Massachusetts | 59.2% (RPS & CES) | | New Hampshire | 23.4% | - As of December 31, 2023, the company recorded a liability of $128.2 million for environmental remediation costs, with $117.1 million related to former Manufactured Gas Plant (MGP) sites[109][110] - Eversource has committed to achieving carbon neutrality for its Scope 1 and 2 GHG emissions by 2030 and is working to reduce emissions from line loss, methane leaks, its vehicle fleet, and SF6 leaks[118] Human Capital As of December 31, 2023, Eversource employed 10,171 people, with 49% unionized, prioritizing safety and Diversity, Equity & Inclusion (DEI) initiatives - As of December 31, 2023, Eversource employed 10,171 people, with about 49% represented by unions[123] - The company's 2023 safety performance, measured by the DART-OSHA method, was 0.81 days away, restricted, or transferred per 100 workers[124] - In 2023, 55.9% of external hires and 48.1% of new hires and promotions into leadership roles were women and/or people of color, reflecting the company's focus on DEI[126] Risk Factors Eversource faces significant risks from cybersecurity, offshore wind divestiture, regulatory actions, climate change, operational failures, and financial market challenges - Cyberattacks are increasing in sophistication and frequency, posing a risk of operational impairment, disclosure of confidential information, and reputational damage[137] - There are significant risks related to the sale of the offshore wind projects, including the inability to complete the sales on expected timelines and terms, potential for lower-than-expected sales value, and risks of project cost overruns or abandonment[142][144][146] - The company is subject to regulatory and legislative risks, where adverse decisions on rates, cost recovery (including for storm restoration), and allowed ROE could negatively impact earnings and liquidity[147][148][149] - Climate change presents physical risks from severe weather damaging facilities and transitional risks from costs associated with new technologies and evolving customer expectations[159][161] Unresolved Staff Comments The company reports that it does not have any unresolved comments from the SEC staff - Eversource has no unresolved SEC staff comments[177] Cybersecurity Eversource maintains a comprehensive cybersecurity program overseen by the Board's Finance Committee, with no material incidents reported as of year-end 2023 - The Board of Trustees' Finance Committee is responsible for oversight of enterprise-wide risks, including cyber and physical security[178] - The company's cybersecurity program is modeled after the National Institute of Standards and Technology (NIST) framework and includes processes like external assessments, information sharing, incident response planning, and employee training[183] - As of December 31, 2023, there were no risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company[185] Properties As of December 31, 2023, Eversource's properties include extensive electric, natural gas, and water infrastructure, with valid and generally exclusive franchises Eversource Electric System Overview (as of Dec 31, 2023) | Category | Distribution | Transmission | | :--- | :--- | :--- | | Substations | 455 | 76 | | Transformer Capacity (kVa) | 47,706,000 | 16,222,000 | | Overhead Lines (miles) | 40,673 | 3,992 | | Underground Lines (miles) | 18,119 | 423 | - The natural gas system includes approximately 3,330 miles of main pipeline for NSTAR Gas, 5,033 miles for EGMA, and 3,540 miles for Yankee Gas[188][189][190] - The Aquarion water system owns and operates sources with a combined yield of approximately 135 million gallons per day and includes 3,802 miles of transmission and distribution mains[193] Legal Proceedings The company is involved in various legal, tax, and regulatory proceedings, with detailed information available in Note 13 of the financial statements - For information regarding material lawsuits and proceedings, refer to Note 13, "Commitments and Contingencies," of the Combined Notes to Financial Statements[210] Mine Safety Disclosures This item is not applicable to the company's operations - Not applicable[212] Part II Market for the Registrants' Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Eversource Energy's common shares trade on the NYSE under "ES," with its stock underperforming key indices over the past five years - Eversource's common shares are listed on the NYSE under the ticker "ES" The common stock of its subsidiaries CL&P, NSTAR Electric, and PSNH is not publicly traded and is held solely by Eversource[221] Five-Year Cumulative Total Returns (2018-2023) | | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Eversource Energy | $100 | $134 | $140 | $152 | $144 | $111 | | EEI Index | $100 | $126 | $124 | $146 | $147 | $134 | | S&P 500 | $100 | $131 | $156 | $200 | $164 | $207 | Management's Discussion and Analysis of Financial Condition and Results of Operations Eversource reported a 2023 GAAP loss from offshore wind impairments, with non-GAAP EPS growth and strategic asset divestitures Eversource Earnings Per Share (EPS) Summary | Year | GAAP EPS | Non-GAAP EPS | | :--- | :--- | :--- | | 2023 | $(1.26) | $4.34 | | 2022 | $4.05 | $4.09 | - The 2023 GAAP loss was driven by after-tax impairment charges of $1.95 billion ($5.58 per share) related to the company's offshore wind investments[237] - The company projects a 2024 non-GAAP EPS range of $4.50 to $4.67 and a long-term EPS growth rate of 5% to 7% through 2028 from its regulated utility businesses[237] - Strategic developments include executing an agreement to sell its interests in the South Fork Wind and Revolution Wind projects to Global Infrastructure Partners (GIP) for approximately $1.1 billion, and an agreement to sell its share of Sunrise Wind to Ørsted, contingent on a successful re-bid in New York's solicitation[240] Liquidity Eversource's 2023 operating cash flow decreased to $1.65 billion, with $4.34 billion invested in PP&E, funded by $5.20 billion in new long-term debt Key Liquidity Metrics (2023 vs 2022) | Metric (Billions) | 2023 | 2022 | | :--- | :--- | :--- | | Cash Flow from Operations | $1.65 | $2.40 | | Investments in PP&E | $4.34 | $3.44 | | New Long-Term Debt Issued | $5.20 | - | | Long-Term Debt Repaid | $2.01 | - | - The decrease in operating cash flow was primarily due to an increase in regulatory under-recoveries, particularly related to the CL&P non-bypassable FMCC mechanism[263] - On January 31, 2024, the Board of Trustees approved a common share dividend of $0.715 per share, an increase from the $0.675 per share paid in 2023[239][265] Business Development and Capital Expenditures Eversource's capital expenditures increased to $4.59 billion in 2023, with $23.12 billion projected through 2028, driven by offshore wind divestiture and related impairment charges Projected Capital Expenditures (2024-2028) | Segment | Projected Capex (Billions) | | :--- | :--- | | Electric Transmission | $5.77 | | Electric Distribution | $9.71 | | Natural Gas Distribution | $5.44 | | Water Distribution | $1.08 | | IT and Other | $1.12 | | Total | $23.12 | - In 2023, Eversource recorded total pre-tax impairment charges of $2.17 billion ($1.95 billion after-tax) on its offshore wind investments due to lower expected sales prices and increased construction cost projections[289] - The company completed the sale of its 50% interest in an uncommitted offshore wind lease area to Ørsted for $625 million in an all-cash transaction on September 7, 2023[282] Regulatory Developments and Rate Matters Eversource's subsidiaries operate under state-specific rate structures, with ongoing regulatory evaluations and recent terminations of offshore wind power purchase agreements - In Connecticut, PURA is evaluating the implementation of Performance Based Regulation (PBR) for electric distribution companies, which could introduce new revenue adjustment mechanisms and performance metrics for CL&P in its next rate case[326][327] - In Massachusetts, NSTAR Electric's DPU-approved rate case resulted in a $64 million base distribution rate increase effective January 1, 2023, and renewed a five-year PBR plan[332] - In 2023, PPAs for the Park City Wind (CT), SouthCoast Wind (MA), and Commonwealth Wind (MA) projects were terminated at the request of the developers, with termination payments made to CL&P and NSTAR Electric to be returned to customers[330][335][336] Critical Accounting Policies Eversource's financial statements rely on critical accounting policies including Regulatory Accounting, Pension and Postretirement Benefits, Goodwill, and Equity Method Investments, requiring significant management judgment - Regulatory Accounting allows the deferral of incurred costs as regulatory assets ($6.39 billion at YE 2023) and the recognition of regulatory liabilities, based on the probability of future rate recovery or refund, which requires significant judgment[348][605] - Accounting for Pension, SERP, and PBOP plans is highly dependent on assumptions for discount rates, expected long-term rate of return on assets (8.25% for 2024), and mortality, which can materially impact financial results[353][354] - Equity Method Investments are assessed for other-than-temporary impairment, which was a critical estimate in 2023, leading to significant write-downs of the offshore wind investments based on judgments about future cash flows from their expected sale[374][375] - Goodwill, totaling $4.53 billion at YE 2023, is tested for impairment annually at the reporting unit level The 2023 assessment concluded that goodwill was not impaired[367][371] Quantitative and Qualitative Disclosures about Market Risk Eversource manages market risks, including commodity price, interest rate, and credit risks, through regulated cost recovery, fixed-rate debt, and credit practices - Commodity price risk is mitigated because the economic impacts of energy contracts are passed on to customers through regulated rates[439] - Interest rate risk is significantly reduced as all of the company's long-term debt was at a fixed interest rate as of December 31, 2023[441] - Credit risk from counterparties is managed through established practices, including holding collateral, which amounted to $32.0 million as of December 31, 2023[443] Financial Statements and Supplementary Data This section presents Eversource Energy's audited consolidated financial statements for 2023, including balance sheets, income statements, cash flows, and detailed accompanying notes Consolidated Financial Statements For 2023, Eversource reported a net loss of $442.2 million, or ($1.26) per diluted share, primarily due to a $2.17 billion pre-tax offshore wind impairment charge Eversource Consolidated Financial Highlights (2023 vs 2022) | Metric (Millions) | 2023 | 2022 | | :--- | :--- | :--- | | Total Operating Revenues | $11,910.7 | $12,289.3 | | Operating Income | $2,399.3 | $2,198.2 | | Net (Loss)/Income Attributable to Common Shareholders | $(442.2) | $1,404.9 | | Diluted (Loss)/Earnings Per Share | $(1.26) | $4.05 | | Total Assets | $55,612.2 | $53,230.9 | | Total Long-Term Debt | $23,588.6 | $19,724.0 | | Total Common Shareholders' Equity | $14,173.9 | $15,473.2 | Eversource Consolidated Cash Flow Summary (2023 vs 2022) | Cash Flow (Millions) | 2023 | 2022 | | :--- | :--- | :--- | | Net Cash from Operating Activities | $1,646.2 | $2,401.3 | | Net Cash Used in Investing Activities | $(4,870.7) | $(4,130.5) | | Net Cash from Financing Activities | $2,869.2 | $2,029.9 | Combined Notes to Financial Statements The notes detail accounting policies, regulatory impacts, the $2.17 billion offshore wind impairment, $24.4 billion in long-term debt, and $12.9 billion in contractual commitments - Regulatory assets totaled $6.39 billion as of Dec 31, 2023, primarily consisting of deferred storm costs ($1.79 billion), regulatory tracking mechanism under-recoveries ($1.32 billion), and benefit costs ($1.12 billion)[605] - The company recorded a total pre-tax impairment charge of $2.17 billion ($1.95 billion after-tax) on its offshore wind investments in 2023, reducing the carrying value to $516 million at year-end[673][679] - As of Dec 31, 2023, the company had significant non-cancelable, long-term contractual arrangements with estimated future costs of $12.96 billion, primarily for renewable energy purchases ($9.66 billion) and natural gas procurement ($2.86 billion)[759] Controls and Procedures Management concluded that Eversource's disclosure controls and internal controls over financial reporting were effective as of December 31, 2023, with no material changes - Management concluded that internal controls over financial reporting for Eversource, CL&P, NSTAR Electric, and PSNH were effective as of December 31, 2023, based on the COSO framework[854] - The principal executive officer and principal financial officer concluded that disclosure controls and procedures were effective to ensure timely and accurate reporting as required by the SEC[855] Other Information No company directors or officers adopted, modified, or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during Q4 2023 - No directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement during the fourth quarter of 2023[857] Part III Directors, Executive Officers and Corporate Governance Information regarding Eversource's directors, executive officers, and corporate governance is incorporated by reference from its forthcoming proxy statement - Information required by this item is incorporated by reference from the company's definitive proxy statement, to be filed on or about March 22, 2024[859] Executive Compensation Details regarding executive compensation for Eversource Energy are incorporated by reference from its definitive proxy statement, expected around March 22, 2024 - Information required by this item is incorporated by reference from the company's definitive proxy statement, to be filed on or about March 22, 2024[862] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information on security ownership is incorporated by reference from the proxy statement, with 1,336,666 securities issuable under equity compensation plans as of year-end 2023 Equity Compensation Plan Information (as of Dec 31, 2023) | Plan Category | Securities to be Issued | Securities Remaining for Future Issuance | | :--- | :--- | :--- | | Approved by security holders | 1,336,666 | 4,587,376 | | Not approved by security holders | 0 | 0 | Certain Relationships and Related Transactions, and Director Independence Information on related person transactions and director independence is incorporated by reference from Eversource Energy's definitive proxy statement - Information required by this item is incorporated by reference from the company's definitive proxy statement, to be filed on or about March 22, 2024[870] Principal Accountant Fees and Services Aggregate fees billed by Deloitte & Touche LLP for Eversource totaled $7.07 million in 2023, primarily for audit services, all pre-approved by the Audit Committee Principal Accountant Fees (2023 vs 2022) | Fee Type | 2023 (USD) | 2022 (USD) | | :--- | :--- | :--- | | Audit Fees | $5,310,000 | $5,323,600 | | Audit-Related Fees | $1,759,000 | $1,542,000 | | All Other Fees | $1,914 | $163,822 | | Total | $7,070,914 | $7,029,422 | Part IV Exhibits and Financial Statement Schedules This section lists the financial statements, financial statement schedules, and exhibits included in the Annual Report on Form 10-K - This item lists the financial statements, schedules, and exhibits filed with the report The financial statements are found under Item 8[880] Form 10-K Summary This item is not applicable to the company's filing - Not applicable[881]