Pre-tax income

  


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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |
|  | For the Years Ended December 31, |
| (Pro forma amounts in millions, except share amounts) | 2020 |  | 2019 |
| Operating Revenues | $ | 9,273  |  |  | $ | 9,103  |  |
| Net Income Attributable to Common Shareholders | 1,265  |  |  | 909  |  |
| Basic EPS | 3.73  |  |  | 2.83  |  |
| Diluted EPS | 3.72  |  |  | 2.82  |  |

  
Revenues and Net Income: The impact of CMA on Eversource's accompanying consolidated statement of income included operating revenues of $154.8 million and net income attributable to common shareholders of $13.9 million for the year ended December 31, 2020.   
Transactions recognized separately from the business combination: Eversource has entered into Transition Services Agreements (TSAs) with NiSource, under which NiSource is providing certain administrative functions. Eversource has recorded $21.4 million in Operating Expenses on the statement of income related to TSA costs for the year ended December 31, 2021 and $15.9 million of TSA and pre-TSA costs in Operating Expenses in 2020. In addition, Eversource recorded $2.0 million in Energy Efficiency expense related to the implementation of new energy efficiency programs as specified in the rate settlement agreement in the fourth quarter of 2020.   
25.    GOODWILL  
In a business combination, the excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumedis recognized as goodwill. Goodwill is evaluated for impairment at least annually and more frequently if indicators of impairment arise. In accordance with the accounting standards, if the fair value of a reporting unit is less than its carrying value (including goodwill), the goodwill is tested for impairment. Goodwill is not subject to amortization, however is subject to a fair value based assessment for impairment at least annually and whenever facts or circumstances indicate that there may be an impairment.  A resulting write-down, if any, would be charged to Operating Expenses.     
Eversource's reporting units for the purpose of testing goodwill are Electric Distribution, Electric Transmission, Natural Gas Distribution and Water Distribution. These reporting units are consistent with the operating segments underlying the reportable segments identified in Note 23, "Segment Information," to the financial statements.   
Eversource completed the acquisition of NESC on December 1, 2021, resulting in the addition of $21.7 million of goodwill, all of which was allocated to the Water Distribution reporting unit. Eversource completed the CMA asset acquisition on October 9, 2020, resulting in the addition of $51.9 million of goodwill, which included measurement period adjustments in 2021 resulting in an additional $9.6 million of goodwill. The goodwill was allocated to the Natural Gas Distribution reporting unit. On July 31, 2020, Eversource sold its water system and treatment plant that supplies water to the towns of Hingham, Hull and North Cohasset to the town of Hingham, Massachusetts, resulting in a reduction to goodwill of $23.6 million. This goodwill was previously reflected in the Water Distribution reporting unit.  
In assessing goodwill for impairment, an entity is permitted to first assess qualitatively whether it is more likely than not that goodwill impairment exists as of the annual impairment test date. A quantitative impairment test is required only if it is concluded that it is more likely than not that a reporting unit’s fair value is less than it’s carrying amount. The annual goodwill assessment included a qualitative evaluation of multiple factors that impact the fair value of the reporting units, including general, macroeconomic and market conditions, and entity-specific assumptions that affect the future cash flows of the reporting units. Key considerations include discount rates, utility sector market performance and merger transaction multiples, the Company's share price and credit ratings, analyst reports, financial performance, cost and risk factors, internal estimates and projections of future cash flows and net income, long-term strategy, the timing and outcome of rate cases, and recent regulatory and legislative proceedings.  
Eversource completed its annual goodwill impairment test for the Electric Distribution, Electric Transmission, Natural Gas Distribution and Water Distribution reporting units as of October 1, 2021 and determined that no impairment existed. There were no events subsequent to October 1, 2021 that indicated impairment of goodwill.   
 The following table presents goodwill by reportable segment:

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| (Millions of Dollars) | ElectricDistribution |  | ElectricTransmission |  | Natural GasDistribution |  | Water Distribution |  | Total |
| Balance as of January 1, 2020 | $ | 2,544  |  |  | $ | 577  |  |  | $ | 399  |  |  | $ | 907  |  |  | $ | 4,427  |  |
| Acquisition of CMA Assets | —  |  |  | —  |  |  | 42  |  |  | —  |  |  | 42  |  |
| Sale of Hingham water system | —  |  |  | —  |  |  | —  |  |  | (23) |  |  | (23) |  |
| Balance as of December 31, 2020 | $ | 2,544  |  |  | $ | 577  |  |  | $ | 441  |  |  | $ | 884  |  |  | $ | 4,446  |  |
| CMA Measurement Period Adjustments | —  |  |  | —  |  |  | 10  |  |  | —  |  |  | 10  |  |
| Acquisition of NESC | —  |  |  | —  |  |  | —  |  |  | 21  |  |  | 21  |  |
| Balance as of December 31, 2021 | $ | 2,544  |  |  | $ | 577  |  |  | $ | 451  |  |  | $ | 905  |  |  | $ | 4,477  |  |

  
139
