尼索思 2024年度报告

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes þNo ¨ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.Yes¨No þ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes þNo ¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit such files).Yes þNo ¨ 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 definition of “large accelerated filer,”“accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12-b-2 of the Exchange Act. Large accelerated filer þAccelerated Filer ¨Emerging Growth CompanyNon-accelerated Filer ¨Smaller ReportingCompany If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessmentof the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.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 financialstatements of the registrants included in the filing reflect the correction of an error to previously issued financialstatements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant's executive officers during the relevant recoveryperiod pursuant to §240. 10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesNo þ The aggregate market value of the registrant's common stock, par value $0.01 per share (the "Common Stock") heldby non-affiliates was approximately $13,022,151,904 based upon the June 30, 2024, closing price of $28.81 on theNew York Stock Exchange. There were 469,939,639 shares of Common Stock outstanding as of February 5, 2025. Documents Incorporated by Reference Part III of this report incorporates by reference specific portions of the Registrant’s Notice of Annual Meeting andProxy Statement relating to the Annual Meeting of Stockholders to be held on May 12, 2025. CONTENTS Defined Terms Part I Item 1.Business7Item 1A.Risk Factors17Item 1B.Unresolved Staff Comments31Item 1C.Cybersecurity31Item 2.Properties32Item 3.Legal Proceedings32Item 4Mine Safety Disclosures32 Part II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters andIssuer Purchases of Equity Securities33Item 6.Reserved34Item 7.Management’sDiscussion and Analysis of Financial Condition andResults of Operations35Item 7A.Quantitative and Qualitative Disclosures About Market Risk56Item 8.Financial Statements and Supplementary Data57Item 9.Changes in and Disagreements With Accountants on Accounting andFinancial Disclosure122Item 9A.Controls and Procedures122 Item 9B.Other Information124Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections124Part IIIItem 10.Directors, Executive Officers and Corporate Governance125Item 11.Executive Compensation125Item 12.Security Ownership of Certain Beneficial Owners and Management andRelated Stockholder Matters125Item 13.CertainRelationshipsandRelatedTransactions,andDirectorIndependence125Item 14.Principal Accounting Fees and Services125Part IVItem 15.Exhibits, Financial Statement Schedules126Item 16.Form 10-K Summary133Signatures1342 DEFINED TERMS Thefollowingisalistoffrequentlyusedabbreviationsoracronymsthatarefoundinthisreport: Dunns Bridge I Dunns Bridge IIGibsonFairbanksCavalry DEFINED TERMS Corporate UnitsCPCNCRISC DSICDSM Distribution System Improvement Charge Demand Side Management EPAEPS Earnings per shareSeries A Equity Units Equity UnitsFAC Fuel adjustment clauseFinancial Accounting Standards BoardFederal Energy Regulatory CommissionFederally Mandated Cost Adjustment FASBFERCFMCAGAAP Generally Accepted Accounting PrinciplesGas cost adjustmentGeneration Cost Tracker Greenhouse gases GWh Gigawatt