Essential Utilities Inc Aktie

Hello, everyone. Thank you for joining us, and welcome to the Essential Third Quarter 2026 Earnings Call. [Operator Instructions]

I will now hand the conference over to Ed Vallejo, Director of Investor Relations. Ed, please go ahead.

Thank you, and good morning, everybody. Thank you for joining us for our third quarter 2026 earnings call. If you did not receive a copy of our press release, you can find the release on our Investor Relations website. The earnings call slides will also be found there alongside a webcast of the event.

During this conference call, both in our prepared remarks and in answers to your questions, we may make forward-looking statements that represent our expectations regarding future events and our future financial performance. These statements are predictions based upon our expectations, estimates and assumptions. However, as these statements deal with future events, they are subject to numerous known and unknown risks and uncertainties as discussed in detail in our documents filed with the SEC, including our most recently filed Forms 10-K and 10-Q.

During this call and in our third quarter 2026 earnings press release, we refer to GAAP and non-GAAP financial measures. The non-GAAP financial measures are not prepared in accordance with U.S. generally accepted accounting principles and are in addition to and not a substitute for or superior to measures of financial performance prepared in accordance with GAAP. A reconciliation between the GAAP and non-GAAP financial measures is included in our third quarter 2026 earnings press release available on our Investor Relations website.

We will begin with Chris Franklin, our Chairman and CEO, who will provide an update on the company. Then Dan Schuller, our Chief Financial Officer, will provide an overview of the financial results.

And with that, I will turn it over to Chris.

Thanks, Ed, and good morning, everyone. Let's start on Page 5 with a few corporate updates. We'll start with our pending merger with American Water. Our regulatory approval process continues to progress nicely. We've reached constructive settlement agreements in Pennsylvania, North Carolina and Texas, all of which remain subject to final approvals from the respective state public utility commissions. We've already secured regulatory approvals in Kentucky, Ohio and Virginia, which marked major milestones as we progress toward closing the merger. With all of these positive developments, we continue to expect the merger to close by the end of the first quarter in 2027.

At the same time, our integration planning is moving at a full speed. Our integration teams have been busy collaborating across everything from organizational design to operational and financial processes, to IT systems and branding. It's been incredibly gratifying to see the teams from both Essential and American Water working so collaboratively and side-by-side to shape our future of the company.

Turning now to the quarterly results. We reported GAAP earnings per share of $0.36, an increase of 9% over last year. These GAAP EPS results include about $0.02 of merger-related expenses, bringing our non-GAAP EPS to $0.38 for the quarter.

Overall, it was a solid quarter that underscores the steady, consistent growth we are driving across both our water and gas businesses, as well as responsible expense management. A key driver of that performance is our ongoing commitment to system reliability and customer service. Year-to-date, we've invested about $1.1 billion of capital, keeping us on track to invest a record $1.7 billion in needed infrastructure improvements and upgrades in 2026.

All right. Now, on the regulatory front, we currently have rate cases or infrastructure surcharges pending in Texas, Virginia, Illinois, Indiana and New Jersey, along with our natural gas rate case in Pennsylvania. We recently received a proposed decision from the ALJ in the natural gas case recommending a revenue increase of approximately $105 million.

Now we continue to engage constructively with the Pennsylvania Public Utility Commission, the Governor's office and the various stakeholders regarding the state's regulatory environment. Related to this, you may have seen that Chairman DeFrank recently established an ROE working group, and we will be meeting over the coming months to evaluate options for establishing the cost of capital used in rate cases and DSIC filings. We are optimistic that the process will yield some improvements in the regulatory process and, frankly, a greater understanding by all the parties of the capital needs and the overall focus on affordability.

And finally, reinforcing our long-standing commitment to shareholder value, on October 21, our Board of Directors declared a quarterly dividend payment on December 1, 2026, to shareholders of record on November 10, 2026. Essential Utilities has paid consecutive quarterly cash dividends for over 80 years and has increased the dividend 36x in the last 35 years, a record we are very proud of.

And, Dan, on that note, I'll hand it over to you for a deeper look at our quarterly numbers.

Thanks, Chris, and good morning, everyone. Today, my remarks will focus on our strong financial performance and the primary drivers of our results. Let's turn to Slide 8 to review our year-over-year EPS bridge, beginning with our Q3 2025 earnings of $0.33 per share. In terms of positive drivers, earnings per share this quarter benefited from a $0.06 increase in regulatory recoveries and surcharges, with about 65% of this coming from our water segment, and $0.01 from higher water volumes. These gains were partially offset by $0.02 from increased depreciation and amortization and another $0.02 from higher interest and lower AFUDC. This brings us to GAAP earnings per share of $0.36 for the quarter.

Now you'll see the details of our operations and maintenance expenses when you see our 10-Q, but let me give you some color here. O&M decreased by approximately 0.6%, or about $900,000. This decrease was primarily driven by insurance recoveries, as well as a decrease in bad debt expense in our regulated gas segment, offset by merger-related expenses.

Coming back to earnings. If we adjust our GAAP earnings per share of $0.36 to exclude the nonrecurring merger-related costs, our adjusted non-GAAP earnings per share were $0.38. A full reconciliation is available in our earnings release and in the appendix to this presentation.

Turning to Slide 9, let me provide an update on our regulatory activity. Thus far in 2026, we have finalized rate cases or surcharges representing $70.5 million in incremental annualized revenue. Approximately 75% of this total is derived from our water and wastewater operations, with the remainder coming from our gas business.

Looking ahead, our regulatory pipeline remains on track. Our water and wastewater segment currently has cases or surcharge proceedings pending in 5 states representing over $78.5 million in requested annualized increases. Our natural gas subsidiary has a base rate case pending here in Pennsylvania for $163.2 million. And as Chris mentioned, the ALJ has recommended a revenue increase of approximately $105 million.

This rate case filing is essential to supporting our long-term infrastructure improvement plan, which enhances system safety and reliability while continuing to drive emissions reductions. We expect a final order in this case in December. And as always, we manage these filings carefully to ensure we continue delivering safe, reliable service and earn a fair return on our invested capital while remaining highly sensitive to customer affordability.

And with that, I'll turn the call over to Chris. Chris?

Well, thanks, Dan. Let's move to Slide 11, and we'll summarize our acquisition activity. Here, we show a selection of our business development opportunities, and our business development group had a very busy October. We started the month by completing the $1.1 million acquisition of Dril-Quip, a small water and wastewater system in Harris County, Texas. We also entered into an asset purchase agreement to acquire the North Carolina water and wastewater assets of Central States Water Resources. These assets serve approximately 4,100 customers, and we paid about $3.5 million.

Then on October 28, we entered into an asset purchase agreement for the acquisition of the water and wastewater assets of the Buckingham Springs system in Pennsylvania. These systems serve 1,300 customers, and we are paying $2.8 million for that acquisition. Finally, on that same day, we entered into an asset purchase agreement for the acquisition of the wastewater assets of the Hempfield Township Municipal Authority in Pennsylvania, which serves about 1,200 customers, for $2.2 million.

The company has also signed purchase agreements for additional water and wastewater systems in North Carolina and Virginia. In total, we've signed asset purchase agreements totaling approximately $290 million in purchase price, which are expected to serve approximately 208,000 customers.

Now this includes our DELCORA transaction, which remains under a stay put in place by a federal bankruptcy judge related to the bankruptcy of the city of Chester. And I'll remind you that the fully enforceable agreement of sale with DELCORA is assumable by American Water. Our active pipeline of potential water and wastewater acquisitions represents approximately 400,000 potentially new customers to the company.

And with that, I'll wrap things up and hand it back to the operator so we can take your questions.

[Operator Instructions] Your first question comes from the line of Travis Miller with Morningstar Inc.

I'm going to intentionally leave this one a little open here, but thoughts on the election? You're obviously operating in some key states that were featured in the election yesterday. Affordability, also an issue. Municipal M&A, potentially an issue. So I would just leave this open for any of your thoughts there.

Yes. I'll tell you, it's a lot to digest, Travis. As you might imagine, there's some pretty big changes in the states where we operate. I will say this, though, just for starters. We are a 140-year-old utility. I've been at this company for nearly 35 years. My team has been with me for over a decade plus. And we have relationships on both sides of the aisle in all of our states. We work very hard at that, not only on the regulatory side but also the legislative side.

And so we'll have to meet some new people, get to know them. We'll have to get to know what is important to them in terms of their issues and then assess our work from there. But I think we're -- like so many people today, we're just in a digestion period at the moment.

Okay. That's fair. Just real quick, municipal M&A, anything you saw from the election locally that might impact that either way, either existing pending or potential?

I don't think so. A lot of the municipal folks in Pennsylvania, where we sit today, were not up for election. So, not as much on the municipal side that we see in terms of change, positive or negative, for municipal M&A. I think the transactions we have in the works, there doesn't seem to be any particular concerns about those. So I feel like business as usual in the largest part on our relationships with potential deals.

Your next question comes from the line of Paul Zimbardo with Jefferies.

Just one first for me. Just on the -- I noticed that long-term guidance was not included in the new press release. Just -- is it a change in the outlook? Or just could you give any color on why not reaffirm the plan with the update today?

I think as we look forward, the reality is that -- and I think we've communicated this as best we could over the last year here, that we -- to give earnings per share guidance just doesn't make a whole lot of sense. We feel very confident that the transaction will close early in the new year. And how the business is financed will be largely up to the combined team, the combined Board and management team. So I think we decided here that earnings guidance going forward is best described by our -- the successor team here.

I will say this, though, Paul. We continue to feel strongly that we're going to invest capital. We've said we're going to be over at least $8.7 billion over the next 5 years in capital spend invested in our systems. So I don't think you should expect a great variation from the work we've been doing over the last decade plus.

Okay. Understood. And then one small one. Could you quantify what that insurance recovery item was during the quarter?

Yes, Paul, I think you'll see this in the 10-Q that comes out. The insurance recovery is really tied to stop-loss insurance. So you think about health insurance cases that are significant claims. Last quarter, we noted that those claims were high because we hadn't yet had the stop-loss reimbursement. But this quarter, we're seeing that reimbursement come back through the income statement and sort of bringing those employee-related costs down. So you'll see in the Q that employee benefits, including that medical claim stop-loss reimbursement, decreased thus by about $3.5 million, most of that really being driven by that stop-loss recovery.

Okay. Got it. So the $3.5 million is net of the recoveries. Got it.

Yes. So I think it's important to say in terms of the quarter, we had the positive benefit there. We had the benefit in terms of lower bad debt. But we also had about $4.9 million of merger-related expenses. And you'll see in the Q that O&M is still down by about $900,000. So even with the merger-related expenses, other costs came in, in line or lower than sort of typical or lower than we had last year. So very strong quarter from an O&M perspective here at the company.

Your next question comes from the line of Gregg Orrill with UBS.

Two questions there. First, what are your expectations around converting the Texas and North Carolina settlements to final approvals? When does that occur, and what's involved there?

And secondly, I guess there was a significant PFAS settlement yesterday around personal injury in 3M. And just wondering if there are any implications for the company?

Yes. Let's take the first one. So North Carolina and Texas, we believe those are on track. As you know, we have settlements in each of our states. And although it's not a defined schedule, we would expect that we would see adjudication in both states before the end of the year. So I think we feel comfortable with that.

On the PFAS, listen, I'm happy to get back to you on that. I'm not sure we're -- we have any thoughts on any new news from yesterday yet, but happy to reconnect with you on that, Gregg.

Your next question comes from the line of Davis Sunderland with Baird.

Congrats. I'm sure it's been a very long process getting to where you are in the merger, and 2027 is right around the corner. So congrats on everything you guys have accomplished so far.

Most of my questions have been taken. I guess maybe I'll just round out Gregg's question. Obviously, you touched, Chris, on North Carolina, on Texas. If you could also just address Pennsylvania and New Jersey and the time lines and what to expect before year-end? Or even if things, I guess, carry into Q1, what your guys' latest expectations are and how that may have accelerated or pushed out from what you guys thought a quarter ago?

Sure, sure. Yes. So in Pennsylvania, we're waiting for the administrative law judge to come across with the recommended decision. We'd expect that could be before Thanksgiving, could be a little after, but that's a reasonable time frame. And then it would go to the Public Utility Commission for their action. And as we've said, I think, all along, we'd expect that sometime probably right after the first of the year.

New Jersey, always good discussions there. And I would hope we'd have some news there to share soon. But discussions toward a settlement are, I think, constructive and in a good place. So hopefully, we'll be able to share some news on that one soon. And as I said in my earlier comments, really feel good about a first quarter close here.

And then maybe the one we didn't cover, Davis, was Illinois. And in Illinois, we have a statutory time frame there. So in that statutory time frame, we would expect to hear something quite soon in Illinois in terms of a commission order.

There are no further questions at this time. I will now turn the call back to Chris Franklin, CEO, for closing remarks.

Thanks again, everyone, for joining us. As always, we stand ready to answer your questions. Feel free to follow up with Dan, myself or Ed, and you have a wonderful day. Thank you.

This concludes today's call. Thank you for attending. You may now disconnect.

Hello, everyone. Thank you for joining us, and welcome to Essential's Second Quarter 2026 Earnings Call. [Operator Instructions]

I will now hand the conference over to Brian Dingerdissen, Vice President, Investor Relations, and Treasurer. Brian, please go ahead.

Good morning, everyone, and thank you for joining us for our second quarter 2026 earnings call. If you did not receive a copy of the press release, it can be found on our Investor Relations website. The slides can also be found on our website, along with a webcast of the event.

As a reminder, some of the matters discussed today may include forward-looking statements that involve risks, uncertainties and other factors that may cause the actual results to be materially different from any future results expressed or implied by such forward-looking statements. Please refer to our most recent 10-Q, 10-K and other SEC filings for a description of such risks and uncertainties. References may be made to certain non-GAAP financial measures. Reconciliation of any non-GAAP to GAAP financial measures is posted on our website in the Investor Relations section.

We will begin with Chris Franklin, our Chairman and CEO, who will provide an update on the company. Then Dan Schuller, our Chief Financial Officer, will provide an overview of the financial results.

With that, I will turn it over to Chris Franklin.

Thanks, Brian, and good morning, everyone. Let's begin on Slide 5, and we'll talk about some corporate updates. First, on the merger. As you've probably seen from our press releases, we've now received three regulatory approvals for the merger from Kentucky, Ohio and Virginia.

In other states, the merger cases have been proceeding as planned, including in Texas, where we've reached a settlement in principle. In New Jersey, public input hearings are scheduled for August. In North Carolina, the process, which does not have a statutory time line, continues to proceed as planned and testimony was filed at the end of last week. The merger case in Illinois is now with the ALJ, and that process does have a statutory time line, and it finishes by November of this year. Finally, in Pennsylvania, negotiations continue with the parties, even though we are in the evidentiary hearings this week.

We continue to expect the merger to be finalized during the first quarter of 2027. Now significant planning work is ongoing as we consider the many factors involved in integrating the two companies. We are intent on hitting the ground running as a world-class organization the day after we close this transaction.

All right. Now for the quarter, we reported GAAP earnings per share of $0.37, which includes about $0.01 of merger-related costs and puts us at non-GAAP earnings per share of $0.38. When we look at 2026 overall, we're confident that we'll meet our 5% to 7% earnings growth guidance anchored to the non-GAAP 2024 earnings per share of $1.97, and Dan will go into the details in much more detail in a moment.

This has been a very busy construction year. We continue to invest capital in the improvement of our regulated water and natural gas systems, which, of course, results in enhanced service to our customers. Year-to-date, we've invested $662 million, and we're on track to invest a record $1.7 billion in needed infrastructure improvements and upgrades.

Turning now to the regulatory environment. Let's start in Pennsylvania. As you're aware, on April 29, Governor Shapiro issued a letter to utilities operating within the Commonwealth. The letter instructed companies to prioritize the most cost-effective forms of capital and to explicitly demonstrate the necessity of proposed investments when seeking rate adjustments. Now following his communication, the Special Counsel for the Governor's office on energy affordability called into one of our public input hearings for the pending Peoples rate case. The Special Counsel is not an intervenor in the Peoples rate case and acknowledged that our rate case was filed prior to the issuance of the Governor's letter.

Now our company has always been a national leader in appropriately replacing aging underground infrastructure, and we are fully committed to sustaining strong levels of capital investment. These investments are critical to ensuring compliance with evolving federal and state regulations, enhancing system reliability and upgrading safety for both our workforce and the communities we serve. And as always, we carefully balance these critical infrastructure needs with consumer affordability to ensure the delivery of safe, resilient and reliable service.

We continue to engage constructively with the Pennsylvania Public Utility Commission, the Governor's office and the other stakeholders regarding both our current gas rate case and our upcoming Pennsylvania water rate case, which we anticipate filing around the end of the year. As usual, we remain dedicated to absolute transparency in our rate filings, and we will continue to operate strictly within Pennsylvania's established statutory framework.

Finally, reinforcing our long-standing commitment to shareholder value, we're proud to continue our 80-year track record of consecutive quarterly cash dividends. Last week, the Essential Board of Directors approved a 5.25% increase in our quarterly cash dividend, consistent with last year's increase. And this dividend is payable on September 1, 2026, to shareholders of record on August 11, 2026.

Now if you turn to Slide 6, this is a snapshot of the regulatory approvals process across our states. The slide provides dockets and next steps so you can follow the approval process. Now a quick note on the integration work that is underway with the merger. It's really been gratifying to watch the teams at Essential and American work together to shape the consolidated company. I knew that our similar mission-based employees would work diligently to make certain the combination went well. But I got to tell you, the collaboration and cooperation among the teams has exceeded my expectations, and I am more confident than ever that this combination will be a top-performing utility and a must-own investment in the market.

And with that, Dan, let me turn it to you for a deeper dive into the quarter.

Thank you, Chris, and good morning, everyone. Today, my remarks will focus on our financial performance and the primary drivers of our results. Let's turn to Slide 8 to review the year-over-year EPS bridge, beginning with our 2025 Q2 earnings of $0.38 per share. In terms of positive drivers, earnings per share this quarter benefited from a $0.06 increase in regulatory recoveries and surcharges, $0.02 from higher water volumes and $0.01 from customer growth in the water segment, reflecting both our acquisition strategy and organic expansion. These gains were partially offset by $0.02 in higher operating expenses, a $0.02 impact from lower gas volumes this quarter and $0.06 from Other, which includes $0.03 from increased depreciation and $0.03 from higher interest and lower AFUDC. This brings us to GAAP earnings per share of $0.37 for the quarter.

You'll see the details of our O&M expenses in our Q in the MD&A, but let me give you some color here. O&M increased by approximately $5.1 million or 3.5%. This variance was primarily driven by a $5.9 million increase in employee-related costs, including annual merit increases and higher medical claims, alongside a $2.3 million increase in production costs for our water and wastewater operations and about $800,000 to account for serving newly acquired customers.

These increases then were partially offset by a $4.9 million reduction in insurance expenses, largely due to an insurance recovery, a $2.4 million decrease in gas segment bad debt expense and a $1.5 million decrease in customer assistance surcharge costs, which has an equivalent revenue offset. We also increased our sales and use tax accrual and incurred $1.2 million in merger-related expenses. Excluding these nonrecurring merger costs, O&M expenses increased by 2.6%, which aligns with our historical norms.

Also, if we adjust our GAAP earnings per share of $0.37 to exclude the nonrecurring merger-related costs, our adjusted non-GAAP earnings per share were $0.38 for the quarter. A full reconciliation is available on our website and in the appendix of this presentation. As Chris noted, our long-term outlook remains unchanged. We remain fully committed to our long-term target of 5% to 7% normalized earnings per share growth using our non-GAAP 2024 results of $1.97 per share as our baseline.

Turning to Slide 9. Let me provide an update on our regulatory activity. Thus far in 2026, we have finalized rate cases or surcharges representing $56.6 million in annualized revenue. Approximately 78% of this total is derived from our water and wastewater operations, with the remainder coming from our gas business.

Looking ahead, our regulatory pipeline remains on track. Our water and wastewater segment currently has 5 cases and a surcharge proceeding pending, representing approximately $79.7 million in requested annualized increases. As Chris mentioned, we expect to file the next Aqua Pennsylvania rate case around year-end. Our natural gas subsidiary has a base rate case pending here in Pennsylvania for $163.2 million. This filing is essential to supporting our Long-Term Infrastructure Improvement Plan, which enhances system safety and reliability while continuing to drive emissions reductions.

As always, we remain disciplined in balancing our strategic priorities. As Chris emphasized, we manage these filings carefully to ensure we continue delivering safe, reliable service and earn a fair return on our invested capital while remaining highly sensitive to customer affordability.

With that, I'll turn the call back over to Chris. Chris?

All right. Thanks, Dan. Let's move to Slide 11, and we'll recap our growth through acquisition strategy. We show here a selection of our business development opportunities. We recently completed our acquisition of Integra Water LLC for a purchase price of $4.9 million, and we welcome the 1,100 customers to our Texas customer base.

We signed purchase agreements for several small systems in Pennsylvania, Texas, North Carolina, Virginia and New Jersey, some of which we expect to close in 2026. Now including these signed purchase agreements, in total, we are adding about 200,000 customers with a purchase price of approximately $282 million. Now this does include our DELCORA transaction, but I'll remind you that progress on our DELCORA transaction continues to be stalled by a stay put in place by a federal bankruptcy court judge, and that was related to the bankruptcy of city of Chester.

Now we do not anticipate any negative impact to our pursuit of this transaction related to our merger with American Water. The fully enforceable agreement of sale with DELCORA is assumable by American Water. The pipeline of potential water and wastewater municipal acquisitions for the company stands at approximately 400,000 customers, a nice strong pipeline. And we remain optimistic about the consolidation of water and wastewater systems in the United States and look forward to leveraging the combined resources of Essential and American Water to accelerate our business development work.

Now I'll wrap up our prepared remarks on Slide 12. As we've discussed before, we are reaffirming our 5% to 7% multiyear earnings per share guidance through 2027. Upon announcement of the transaction with American Water, we informed investors that we will continue growing EPS by 5% to 7% annual using our adjusted 2024 EPS of $1.97 as the base. Just as a reminder, this outlook includes the acquisitions we expect to close this year, but does not include DELCORA.

Now beyond the numbers, our priorities have not changed. We're focused on keeping the balance sheet strong, improving our cash position and growing the dividend while keeping our payout ratio between 60% and 65%. As part of our strong focus on customers, we're investing $1.7 billion in regulated infrastructure just this year.

With that, I'll wrap things up and hand it back to the operator so we can take your questions.

[Operator Instructions] Your first question comes from the line of Julien Dumoulin-Smith from Jefferies.

This is Andrew on for Julien. I guess, maybe two questions on my front. Just one, I think you've talked about the timing for your future Aqua case filing. Can you kind of maybe give a bit more details as to kind of how you're planning the case? Kind of what are you guys doing differently in light of kind of the focus that we're seeing from the Governor's office on ROE as well as the capital structure front?

So yes, as you're aware, in Pennsylvania, we've got a lot of activity going on, right? We've got the merger case, which is the largest case. We've got, in that combination kind of consideration, the American Water case, which was just completed. And we have the Peoples Natural Gas case going on as well, which is coming toward conclusion there as well. And we made a strategic decision with everything going on that we would be thoughtful and deliberate here, and we would delay the filing of our Aqua Pennsylvania case.

In terms of how we think about filing that case, listen, the case is largely a capital case. So there's not -- there's no complication to the case. And so we follow all the rules. We're a very compliant company, as we always are. And we would expect that we would file that case very similar to how we would in the past, but very respectful to the Governor's position. Listen, there's a lot of positions in every rate case, right? There's always intervenors of all sorts. So we'll be very respectful to the Governor's position.

And frankly, we think that the company, its shareholders and customers deserve a return of and on the capital and a fair return. We'll let the commission determine what fairness actually is. And we think that where the commissioners adjudicated American's case, they anchored that around the DSIC ROE at somewhere around 9.7% is a pretty good start. Obviously, there's a debate always around capital structure and everything else. So we'll file the case as we normally would have with all due respect to all the parties, and we'll adjudicate as such.

That's very clear. And maybe as a follow-up, we appreciate that some of the water-specific expenses like PFAS are not actually recoverable under the DSIC. I guess, maybe just more of a housekeeping question. Can you kind of speak to how much of your CapEx qualifies for the DSIC versus kind of like what's being recovered under the GRC?

Yes. Let me let Dan answer that combination. What I will say, though, we will continue to press for an expansion of the DSIC to include some of these items. We believe that at this point, the DSIC mechanism should be expanded so that we get more capital items included, which has the effect of lengthening the period between cases. But in terms of what's included today and percentages, Dan, let me turn it to you.

Yes, Andrew, so today, for 2026, it's about 55% of the Pennsylvania capital is DSIC-eligible. In the past, in years where we had more pipe work and less plant work, that number would have been higher, but that's where we are today.

Your next question comes from the line of Davis Sunderland with Baird.

Chris, I appreciate all the details on the merger-related activities. And it sounds like everything is going very smoothly, especially on the integration front. Maybe just at a high level, I wonder if you could just talk through some of the items that could potentially be called out as having the ability to move the merger close date either earlier or later? Or anything that hasn't gone according to plan, just to, I guess, open things up?

Yes. I would say things have gone largely according to plan. Listen, there's always bumps, and it's a negotiation process in many ways with various parties in various states. But the states that have statutory time lines seem to be on track. The last one with a statutory time line would be Illinois. The record is closed there, and it's proceeding according to plan.

In Pennsylvania, the conversations have been constructive, thoughtful, and I'm pleased with that. We don't necessarily agree on all the issues, but that's okay, too. And then I think that we now have a schedule, as we said, in New Jersey. Things are proceeding with good discussions in North Carolina. So I feel good about things.

Things that could affect time line, I'll take Pennsylvania for starters. The administrative law judge in Pennsylvania is allowed 90 days to make their decision and come out with their recommendation to the commissioners. So should that take 30, 45, 50, 60 days, obviously, that could move the time line up a bit. But as it looks today, you would think if you just run the time lines out -- and again, there could be bumps that come in the road that we're not aware of. But as it looks today, it looks to be comfortably in that first quarter range for closing with what we know today.

That is super helpful. Maybe one for you, Dan. Just a question about shaping of the year, any one-timers to consider? And especially anything on tax rate, just as we -- more modeling than anything, but just thinking about the balance of the year and the earnings trajectory?

Sure, Davis. So the -- in terms of tax rate, you've seen low single-digit effective tax rates thus far in the year, both for this quarter and year-to-date, and we'd expect to see that for the full of the year. So I think low single digits, less than 5% or around that area.

And there -- it was in the S-4 that there's a one-timer this year. That remains on track. We expect to get that later this year. That would be beneficial to our earnings as we think about landing inside that target zone with that guidance that's based back 2024 adjusted earnings.

Also super helpful. And maybe if I could just be greedy and sneak in one more housekeeping, I guess, for both of you. But anything to call out as far as inflationary costs from the war abroad raising fuel costs or other inflationary inputs, tariff refunds as a benefit? Or just any other unusual items that you guys have seen year-to-date or expect in the balance of the year?

Yes, absolutely, Davis. I think the one you mentioned first there, really, fuel price increases, we've seen that across the platform. And of course, we have somewhere on the order of 3,000 total vehicles and pieces of equipment. So given what we've seen in the Middle East, that is driving higher fuel costs this year. So far, you've seen that incorporated into our numbers, and you'll see that continue to be in our numbers until things really calm down there in the Middle East.

Yes, but no...

Yes, that's right, Chris. Really nothing other than fuel prices that we're seeing.

[Operator Instructions] All right. There are no further questions at this time. I will now turn the call back to Chris Franklin for closing remarks.

Thanks, everyone, for joining us. As always, Brian, Dan, myself, we are all open for follow-up questions. And in the meantime, I hope you enjoy the rest of your summer. Thanks for joining us.

This concludes today's call. Thank you for attending. You may now disconnect.

Hello, everyone. Thank you for joining us, and welcome to Essential Utilities, Inc. Q1 2026 Earnings Call. [Operator Instructions]

I will now hand the conference over to Brian Dingerdissen. Brian, please go ahead.

Thank you. Good morning, everyone, and thank you for joining us for our first quarter 2026 earnings call. If you did not receive a copy of the press release, you can find it on our Investor Relations website. The slides can also be found on the website along with the webcast.

As a reminder, some of the matters discussed today may include forward-looking statements that involve risks, uncertainties and other factors that may cause the actual results to be materially different from any future results expressed or implied by such forward-looking statements. Please refer to our most recent 10-Q, 10-K and other SEC filings for a description of such risks and uncertainties. References may be made to certain non-GAAP financial measures. Reconciliation of any non-GAAP to GAAP financial measures is posted in the Investor Relations section of our website.

We will begin with Chris Franklin, our Chairman and CEO, who will provide an update on the company. Then Dan Schuller, our Chief Financial Officer, will provide an overview of the financial results. With that, I will turn it over to Chris Franklin.

All right. Thanks, Brian, and good morning, everyone. Let's begin with a few updates on Slide 5. First, on the merger. As you likely saw in a press release we put out 2 weeks ago, we accomplished our first milestone regarding regulatory approval. The Kentucky Public Service Commission officially approved our merger request. This is our first regulatory green light, and it's a big step toward bringing our two companies together. Now this momentum follows the clear yes we received from both sets of shareholders back in February where the transaction was approved by an overwhelming margin, 95%.

Now for the quarter. We reported GAAP earnings per share of $0.79, which includes about $0.04 of merger-related costs. While the quarter itself was up against a difficult comp with the previously discussed nonrecurring items from the first quarter of last year and merger-related costs this year. Now when we look at the 2026 overall, we're very confident that we will meet our 5% to 7% annual growth in earnings per share compared to the non-GAAP 2024 earnings per share of $1.97. And Dan is going to cover this in a lot more detail in a few moments.

While the quarter was a bit challenging, largely due to extreme weather we faced in some parts of our service territory, we're continuing to invest capital prudently and where it matters most. This quarter, we invested $269 million in our water, wastewater and natural gas infrastructure. These investments help us to meet federal and state regulations, things like PFAS and lead and boost reliability and safety for our employees and our communities. Our current trajectory indicates that we'll meet our plan this year to make $1.7 billion in critical improvements by year's end.

Our customer rates remain affordable and our planned investments and associated financing are built to meet our affordability goals. I have to tell you, I'm really proud of the team in both gas and water for maintaining service for our customers during what were pretty challenging winter weather conditions this year, especially in January and February. Lastly, in March, we closed the Greenville Water acquisition. You may recall that we closed Greenville wastewater in 2025. I'll provide an update on our overall acquisition program in a few moments.

If you turn to Slide 6, you'll see a road map of what's ahead for completing our merger with American Water, which, by the way, is still on track to close by the end of the first quarter of 2027. Once we cross the finish line, the combined company will serve more than 4.7 million water and wastewater customers and more than 740,000 natural gas customers. It really is an exciting path forward, and we're moving full steam ahead.

Slide 7 shows the heavy lifting behind the scenes. Integration planning efforts are continuing with both Essential and American Water employees involved as part of the integration management office, the core integration teams as well as subject matter experts. The focus is simple: ensuring we're ready to hit the ground running as a world-class organization the day after we close this transaction. These work streams and the partnership between leaders and subject matter experts from both companies are meant to ensure that the best practices of both companies are melded together in the combined company. We'll have a lot more to say on this as we make progress.

Now let's shift to the next slide, Slide 8, to provide an update on our utility operations this year. Our continued mantra internally here is to employees and everyone else is that we will conclude our time as an independent company with the same level of operational excellence we've enjoyed for nearly 1.5 century. If you reviewed our proxy statement, you've seen the strength of our operating metrics, meeting and exceeding our targets and achieving many first and second quartile rankings versus our peers. I'll mention that extreme cold causes challenges for both natural gas and water utilities.

For gas utilities, it can cause increased leaks and more difficulty completing capital projects. And in the water business, it can cause treatment issues, especially in wastewater, increased main breaks, and then across the board, there is the added cost of things like snow removal. But despite all of these challenges, our year-to-date water quality, safety, gas leaks, among other metrics are all on track for another strong year. Through the first quarter of 2026, 5 more PFAS projects have been completed and another 45 PFAS projects are under construction. We are on track for 106 PFAS project completions this year.

A company-wide, in our water division, the 15 operational metrics we track, which include things like construction, safety, main breaks, leaks and average time to address unplanned disruptions, 12 have a green status and only 3 are in yellow. The team is, of course, focused on moving the 3 that are yellow over to green.

On the gas side, we're installing Intelis gas meters, which are advanced meters designed for enhanced safety. Last year, we installed 71,000 Intelis meters, and this year, we have a target to install at least 80,000 more. Our gas division is focused on metrics associated with safety, construction, responsiveness, leaks and damages. Of the 16 metrics we focus on, all but 3 are green, and we'd expect them all to be green by year-end. Now despite winter weather and potential distractions associated with the merger with American Water, I remain very proud of our team's continued focus on operational excellence.

And with that, Dan will now take us on a deeper dive into the results for the quarter.

Thanks, Chris, and good morning, everyone. Today, I'm going to focus our conversation on our earnings performance and its drivers. There's some complexity due to nonrecurring items, both in Q1 last year and in Q1 this year, so I'll discuss those items to provide clarity.

Let's turn to Slide 10 to walk through the bridge from last year. We're starting with our Q1 2025 earnings of $1.03 per share, which includes some positive onetime items. In terms of revenue drivers, earnings per share this quarter were positively impacted by $0.07 in regulatory recoveries and surcharges, $0.01 from higher water volume and $0.01 due to a larger customer base, thanks to both our recent acquisitions and organic growth. This was partially offset by a $0.01 impact from lower gas volumes, but overall, the top line drivers remain solid.

Now looking at the $0.10 decrease in earnings per share due to expenses, O&M increased by about $38 million, with the largest driver being $16.3 million in merger-related expenses. Also, last year, we had $5.6 million of insurance proceeds that positively impacted earnings for the quarter, which did not recur this year. In terms of operational expenses, due to the extremely cold weather early in the year, we incurred about $2 million in incremental outside services costs and an additional $1 million in overtime related to water main breaks, snow removal and call-outs in our gas business.

Cold weather also resulted in a slower start in our capital work, which resulted in less capitalization in Q1 of this year versus Q1 of last year. For the full year, though, we expect to achieve our capital targets for both water and gas totaling $1.7 billion. And when adjusting for nonrecurring items and abnormal weather, we expect our year-over-year O&M expense increase to be in line with historic norms.

Finally, we have the other bar with a $0.22 negative impact on earnings per share. This bar reflects the impact of a $22.6 million favorable tax reserve adjustment in the first quarter of last year due to the conclusion of the Aqua Pennsylvania rate case as well as increases in depreciation and amortization due to additional rate base and some higher depreciation rates, increases in interest expenses due to higher borrowings and some weather normalization and tax impact.

Together, this takes us to $0.79 for the quarter on a GAAP basis. If you back out the nonrecurring merger-related costs for financial advisory, legal and other fees, our adjusted non-GAAP earnings come out to $0.83. And you can find the full reconciliation on our website or in the appendix of this deck. As Chris mentioned earlier, the big picture hasn't changed. We're fully committed to our long-term goal of 5% to 7% EPS growth from our non-GAAP 2024 base of $1.97 through 2026 and 2027.

I'll wrap up on Slide 11, touching on our regulatory activity. So far this year, we've completed regulatory recoveries totaling $15.1 million in annualized revenue with about 1/3 of that coming from water and wastewater and the rest from our gas business. Looking forward, the pipeline is active. Our water and wastewater segment has 5 cases pending for roughly $102 million in annualized increases. A few of these cases are nearing completion, and we'll have updates on those in August if you're not watching the state regulatory dockets directly.

Meanwhile, our gas subsidiary has a base rate case pending here in Pennsylvania for $163.2 million, which is critical for supporting our Long-Term Infrastructure Improvement Plan, thereby enhancing the safety and reliability of our system and further reducing emissions. As always, our focus is on balance. We're maintaining these filings to ensure we're providing safe, reliable service and earning a fair return on our capital, all while keeping a very close eye on affordability for our customers.

And with that, I'll turn the call back over to Chris. Chris?

Thanks, Dan. Let's move to Slide 13 to recap our growth through acquisition program. On March 4, we closed on our $18 million purchase of the Greenville Municipal Water Authority in Mercer County, Pennsylvania. The system serves 3,000 customers in Greenville Borough as well as Hempfield Township and West Salem Township right here in Pennsylvania. We remain excited about our continued growth in Pennsylvania and welcome our new customers in Greenville.

Now aside from the selected opportunities on the slide, looking forward, we have signed purchase agreements for several small systems in Pennsylvania, Texas, North Carolina and New Jersey, many of which we expect to close in 2026. Including these signed purchase agreements, in total, we are adding about 201,000 customers with a purchase price of approximately $285 million. This includes our DELCORA transaction. I'll remind you again that the progress on our DELCORA transaction continues to be stalled by a stay put in place by a federal bankruptcy court judge related to the bankruptcy of the city of Chester. The pipeline of potential water and wastewater municipal acquisitions stands at approximately 400,000 customers, and we remain very optimistic about the consolidation of water and wastewater systems in the United States and look forward to leveraging the combined resources of Essential and American Water to accelerate our business development work.

And I'll wrap up our prepared remarks here on Slide 14. As we've discussed before, we are reaffirming our 5% to 7% multiyear earnings per share guidance through 2027. Upon announcement of the transaction with American Water, we informed investors that we would continue growing EPS by 5% to 7% annually using our adjusted 2024 earnings per share of $1.97 as the base. As a reminder, this outlook includes the acquisitions we expect to close this year, but does not include DELCORA.

Beyond the numbers, our priorities have not changed. We're focused on keeping the balance sheet strong, improving our cash position and growing the dividend while keeping our payout ratio between 60% and 65%. As part of our strong focus on customers, we're investing $1.7 billion in regulated infrastructure this year.

With that, I'll wrap things up and hand it back to the operator so we can take your questions.

[Operator Instructions] Your first question comes from the line of Paul Zimbardo with Jefferies.

First, I just wanted to check in, Pennsylvania has been very topical and you guys sit locally. So curious if you have any thoughts on the latest kind of affordability headlines and feedback on the Pennsylvania Governor's letter. Do you think that impacts your pending rate case? And just overall thoughts would be useful.

Yes. So first of all, I think we probably all agree, we're aligned with the Governor on the issue of affordability. Clearly, every utility is trying to accomplish pretty significant capital improvements while figuring out strategies to keep rates affordable for our customers. So noble work, and we're aligned on that.

Now in terms of the Governor's specific initiatives in his letter, I would say, Paul, we're in ongoing conversations with the Governor's team. Dan and I were on the phone with them as recently as yesterday. The conversation continues. We're trying to get, I would say, real direction on how they're thinking about these issues. We know the issues. We outlined them pretty specifically in the letter, but how they'll be applied and how they'll actually materialize in terms of the Public Utility Commission, I think, is still being worked out.

And so I would say, in terms of our filed case at Peoples, so far, we're proceeding as though there's no change given we are already filed. We have a water case yet to file this year. And so we're working through that case -- preparation of that case as we digest this new information from the Governor.

And then the other one, just again, smaller detail, but with the adjusted EPS to exclude the merger charges, prospectively, should we think about the adjusted EPS just adjusting out the merger items or like anything else that you'd think about adjusting like gains and things of that nature?

So at this point, when we look at the $0.79 going to $0.83, the only thing in there, Paul, is merger-related expenses. And you'll see that non-GAAP table. But so think of that as like bank fees, legal fees, filing fees, things of that nature.

Okay. So prospectively, just got those type of items adjusted out?

Yes.

Your next question comes from the line of Travis Miller with Morningstar Inc.

Just following up here real quick on the Pennsylvania thing. I understand that in terms of your rate cases. What about the merger approval? Have you had conversations with the Governor's office, or does that come up? How do you think that might impact the review of the merger?

Yes. I mean I would say ongoing dialogue, I can't say we're in the specifics on the merger. I would expect the Governor would let the commission adjudicate that case as they see fit. But I would say, Travis, we just got through -- well, today is the last day of 14 hearings throughout Pennsylvania. And I would position those as very positive. Very few people actually had anything to say and the several that came, a number of them were positive. So I would say, very successful hearings in Pennsylvania, and for that matter, in North Carolina, where we've largely completed the hearings there, too.

So I wouldn't expect the Governor to give specific thoughts on the merger at this point. But generally, I think people seem to think it makes sense, but I don't want to pigeonhole anybody into a position because nobody has actually staked out a position at this point.

Sure. Okay. I understand. And then also more generally, how is the pending merger discussions around that impacting the discussions you're having with municipalities? And perhaps, are you having discussions with municipalities along with the American Water Works colleagues?

No. Unfortunately, there's legal rules that would prohibit us from doing that. As a matter of fact, interestingly, Travis, at least in two places, we are still competing with American, which is sort of a strange thing given the circumstances. But until the transaction is completed, we both have to do business as usual.

I think just from general discussions, sellers, municipals in large case, understand that we will be one within about a year. And so they recognize that, and I think it's in the considerations. But we're business as usual out there knocking on doors and trying to do as many transactions as possible. I can't say that the transaction has inhibited our ability to turn over those rocks and look for opportunities in any way. And I haven't sensed any negativity at all from potential sellers. So I think it's generally business as usual.

And Travis, to recall, we're in some states that American is not in. And then certainly, in some states, we're in different geographies. So as Chris said, we're doing everything we can to continue to drive this acquisition growth.

Your next question comes from the line of Davis Sunderland with Baird.

Maybe if I could just ask kind of a follow-up, I guess, to Travis' first question, just about the merger and the backdrop in Pennsylvania. I'm sure as far as states go, this will obviously be the heaviest lift. But wondering, Chris, if you could just expand a bit more on what there is still to be done in the back half of this year, and if it's just time or if there are any other potential road bumps or things that we should just consider as the process moves forward.

Yes. I would say, Davis, the regulatory process is generally one that we have to kind of address as we go. And so we know who the parties to the case are at this point. We've seen filings already, and we'll work through those through this summer. We've got -- as we conclude the public hearings today and then move to a more formal commission process over the summer, we'll get a good sense of where we can settle. And I think we're still optimistic that we'll be able to settle with most of the parties. We'll see how people come to the table.

But so far, I would say there has been nothing that we would put in the unexpected category. It seems to be proceeding as normal, plenty of interrogatories and questions that are being asked and answered by the company and by the intervenors. But I don't want to paint an overly rosy picture, but I would say there's nothing that has come up that we would thought this is unexpected.

That's super helpful. Maybe just as a second question, I guess it's a two-parter for you, Dan. But just I appreciate the details on the earnings bridge as per usual. I'm just wondering if you could talk a bit through the shaping for Q2, I guess, really through the rest of the year, just how we think about that? And then any considerations for equity issuance or other source of capital through the year?

Yes, for sure. And you probably saw it, we did do a debt offering earlier in the year, $500 million debt offering. And then we'll look to continue to raise equity when it's opportune using our ATM program. As we think about earnings for the year, in terms of that, as we said on the call, in our prepared remarks, both Chris and myself, we do expect to hit our target level of earnings per share. And the way we've determined that is based on that 2024 adjusted baseline of $1.97 with 5% to 7% growth off of that.

In terms of the quarters, probably difficult to give you a lot on that. I would look to the same sort of quarterly percentages that we provided in the past. Last year, we had a chart that had kind of the 4 quarters with a percentage of annual earnings sort of a range for each of the 4 quarters. I'd really go back to use that as your guide here.

We have reached the end of the Q&A session. I will now turn the call back to Chris Franklin, CEO, for closing remarks.

Thanks, everyone, for joining us today. And as always, Dan, Brian and I are available for questions and follow-up afterwards. Thanks for joining us today.

This concludes today's call. Thank you for attending. You may now disconnect.

Ladies and gentlemen, thank you for standing by. My name is Jericho, and I will be your conference operator today. At this time, I would like to welcome everyone to the Essential Full Year 2025 Earnings Call. [Operator Instructions]. After the speakers' remarks, there will be a question-and-answer session. [Operator Instructions] I would now like to turn the conference over to Brian Dingerdissen. You may begin

Thank you. Good morning, everyone, and thank you for joining us for our full year 2025 earnings call. If you did not receive a copy of the press release, you can find it on our Investor Relations website. The slides can also be found on the website along with a webcast of the event.

As a reminder, some of the matters discussed today may include forward-looking statements that involve risks, uncertainties and other factors that may cause the actual results to be materially different from any future results expressed or implied by such forward-looking statements. Please refer to our most recent 10-Q, 10-K and other SEC filings for a description of such risks and uncertainties.

References may be made to certain non-GAAP financial measures. Reconciliation of any non-GAAP to GAAP financial measures is posted on our website. We will begin with Chris Franklin, our Chairman and CEO, who will provide an update on the company and Dan Schuller, our CFO, will provide an overview of the financial results.

With that, I will turn it over to Chris Franklin.

Thanks, Brian, and good morning, everyone. I want to start today's call off on Slide 5 by thanking our shareholders. Last week, we received the final tally from the special meeting to approve our merger with American Water.

And I am just so proud to report that nearly 95% of the shares voted were in favor of the transaction. This overwhelming mandate confirms what we have believed from the start that this combination creates a premier multistate utility with low risk or beta and first quartile growth.

I also want to note that our research indicates that we secured shareholder approval in record speed compared to similar deals over the years, and we're very proud of that.

As we move to Slide 6, you can see that by year-end 2025, we completed the 7 filings in the states required. This was another substantial accomplishment in an incredibly short period of time, and I truly appreciate the efforts of our teams involved. Now at this point, we've received the initial procedural schedules in most of the states, and based on those schedules, we continue to believe that we will close the transaction in the first quarter of 2027.

As you may recall, 3 states have statutory time lines, but the others do not. Now I may not be able to promise this regulatory approval phase will proceed in the same record speed as our shareholder approval, but I can certainly say I'm proud of the constructive regulatory relationships that we've built over the years, and I firmly believe that this mutual trust that we've built will lead to a constructive outcome.

So let's turn our focus to reviewing the past year's successes on Slide 7. 2025 was truly a banner year for Essential and I am very proud of what our team across every function has accomplished. I'd like to highlight some of these as I think they speak to the drive for consistency and excellence I've emphasized in our calls over the years.

Financially, we delivered 2025 earnings per share of $2.20, above our guidance range of $2.07 to $2.11. Even without some of the nonrecurring, I'll call beneficial items noted in our 10-Qs and 10-K throughout the year, we would have ended up above the guidance range.

This represents our continued commitment and legacy of delivering on the guidance that we provide investors. And Dan will discuss this outperformance in more detail, but suffice it to say, we delivered another strong year of earnings.

Now alongside growing earnings per share -- we also increased the quarterly dividend by 5.25% in July. That's 35 increases in 34 years for anybody keeping score and 80 consecutive years of paying dividends. I'm also happy to report that this earnings per share and dividend growth was achieved while we increased capital investment for the benefit of our customers.

In 2025, we invested a record $1.4 billion in regulated infrastructure, helping to improve reliability and resiliency for our communities. Also contributing to our growth were 3 municipal acquisitions we completed in 2025. We showcased the diversity of our growth strategy, which includes opportunities in Western Pennsylvania, and adding more municipal wastewater systems to our platform.

Operationally, 2025 saw our water business continue executing on our $450 million PFAS capital plan with over 50 advanced treatment systems deployed across Pennsylvania and North Carolina. This is yet another marker of our industry leadership on this issue. We're also pleased to mark for our natural gas segment, our 100,000 Intellis meter installation in 2025.

The hard work and technical expertise of both our water and natural gas businesses have promoted the health and resilience of our communities, and I'm just so proud of what the team accomplished in 2025. Of course, both businesses have continued robust main replacement.

Throughout the year and across both segments, we replaced or retired over 400 miles of main in 2025. We -- now it's really worth noting that these successes demonstrate that our work on the merger did not distract us from our core operational goals and obligations to our customers and that will most certainly continue through 2026.

Now regarding sustainability, I'm delighted to share that Essential has been named as 1 of Newsweek's America's most responsible companies for the fifth consecutive year. In 2025, we were also named to USA TODAY's Americas climate leaders for the third consecutive year. I've been consistent and stay fast in my message to you over the years. Our focus on the environment, our focus on the community, our focus on people -- these are fundamental to our success as a company and our fidelity to its mission. American Water shares a similar commitment, which makes our combination only more compelling. Another central area of focus for us tied to sustainability is maintaining our commitment to delivering high-quality, affordable service for our customers. Amid ongoing national and state discussions around affordability, particularly the impact on customer bills, I want to reiterate that our approach is grounded in making responsible investments in replacing aging infrastructure, sustaining high-quality water and strengthening system reliability, while carefully managing our operating costs. By balancing these priorities, we work to support customer affordability, while at the same time sustaining our financial performance.

And with that, let me turn the call over to Dan to review our financials for the year.

Thanks, Chris, and good morning, everyone. Let's begin on Slide 9 with a high-level view for the full year results, and then we'll get into the details on the waterfalls. As Chris described, our 2025 was very strong, with revenues up 18.6% and -- the year-over-year favorable drivers are partially offset by O&M, depreciation, interest and taxes. .

Let's recall that this year-over-year GAAP EPS comparison includes previously disclosed prior year items related to the gain on sale of the Pittsburgh area energy project as well as the unanticipated weather we experienced in 2024. The $2.20 for 2025 represents significant growth over the $1.97 of non-GAAP income per share in 2024. On Slide 10, we have the revenue waterfall for the year.

Revenues increased $388.5 million or 18.6% from about $2.1 billion a year ago to nearly $2.5 billion this year. Approximately $177.6 million of that increase is the result of regulatory recoveries. Purchased gas, which represents the cost of the natural gas sold by the company increased $126.8 million year-over-year due to both an increase in gas commodity prices and higher gas usage.

Air gas volumes contributed $57.2 million, while the other category of $30 million consists of reduced tax repair sir credits to customers as well as impacts the Pennsylvania Gas business' Universal Services Rider. These favorable impacts were partially offset by weather normalization credits to our gas customers due to colder-than-normal weather in 2025.

And finally, customer growth added $5.6 million. However, lower water volumes due primarily to wetter weather led to an $8.6 million offset to the company's revenue growth for the year. Next, on Slide 11, our O&M slide. We see O&M expenses up about $52.3 million or 8.9% year-over-year. The main drivers include an increase in employee-related costs of $26.9 million compared to prior year, an increase in the gas business's Universal Services rider of $17.5 million, which has an offset in revenues and an increase of $8.5 million in water production costs with contributing increases in power, purchased water and chemicals.

Operating expenses related to newly acquired water and wastewater systems added $1.7 million. The other category reduced O&M by $2.6 million including the positive impact of higher capitalization in the gas business, lower spending on materials and supplies and some insurance-related benefits, offset by expenses related to the merger with American. If we normalize out the merger expenses, insurance proceeds and growth, we get to a year-over-year increase more in line with historic norms.

Moving to Slide 12, our earnings per share waterfall. We begin with 2024 GAAP EPS of $2.17. As a reminder, we made a few adjustments to arrive at a non-GAAP income per share of $1.97 for 2024. These adjustments included the removal of the onetime gain from the sale of the Pittsburgh are energy projects and adjustments for unanticipated weather, along with the associated tax impacts.

You'll find the reconciliation in the Investors section of our website and as an appendix to this tech. In 2025, we picked up $0.46 from regulatory recoveries, an additional $0.15 from higher gas volumes and an incremental $0.01 from water growth.

These are partially offset by $0.02 from lower water volume, $0.09 from higher expenses and $0.48 from other. Now other includes $0.24 from the prior year gain on sale from the energy project as well as increased depreciation, amortization, interest and taxes.

As we've discussed in the last couple of earnings calls in 2025, our expectation was that we would achieve GAAP earnings per share above our guidance range of $2.07 to $2.11 due to nonrecurring benefits. And indeed, we finished the year with full year GAAP EPS of $2.20. Let me point out a few nonrecurring items from our 10-Qs and the upcoming 2025 10-K that contributed to this favorability.

Based on the February 2025 Aqua Pennsylvania rate order, we had the release of an income tax reserve regulatory liability, and we had a favorable regulatory asset adjustment that decreased bad debt expense. Second of those, that was actually tied to a COVID-related reserve. And in the first quarter, we had a benefit from insurance proceeds.

And then in the second quarter, we had a benefit related to the closure of the P&G sales and use tax audit. Finally, as you'll see in the 10-K, these were partially offset by merger-related expenses for banking, legal and other matters.

However, even excluding these onetime items, both good and bad, we still had strong financial performance that would have exceeded our range. We remain committed to our long-term goal of delivering 5% to 7% EPS growth for the 3-year period of 2024 through 2027.

Given the impact of onetime items in the 2025 results for a better sense of 2026, I would use that long-term CAGR of 5% to 7% and off the non-GAAP income per share of $1.97 in 2024.

I will conclude my remarks on Slide 13 with a discussion on regulatory activity. In 2025, Essential completed regulatory recoveries that totaled $101.5 million of incremental annualized revenue, with $92.6 million of this related to our water and wastewater business and the remainder to our gas business.

Thus far in 2026, Essential has completed regulatory recoveries that totaled $12.4 million across our water, wastewater and natural gas businesses. Looking ahead now, our Water and Wastewater segment has filed for regulatory recoveries with a requested annualized revenue increase totaling $101.9 million.

We continue to manage our regulatory activity to maintain safe and reliable service, earn an appropriate return on the capital we invest and minimize regulatory lag while always considering affordability for our customers. This will, in a similar matter to the past continue throughout 2026 as we approach our anticipated combination with American Water. And with that, I'll turn it back over to Chris. Chris?

All right. Thanks, Dan. Let's move to Slide 15 to recap our water, wastewater acquisitions for the year and take a little look forward. During 2025, Essential completed 3 acquisitions of water and wastewater systems were approximately $58 million, which, along with the organic growth in existing systems represent over 12,700 new customers.

I want to touch on some recent news, you may have heard, the Supreme Court in Pennsylvania communicated its decision regarding the city of Chester and the Chester Water Authority. We respect the court's ruling and the judicial process, and we're closely monitoring the receivers next move now that there does not appear to be an asset to sell in that city.

We stand ready to participate in any process where our company can be part of an overall solution that assists the city of Chester to exit bankruptcy and ensure utility customers in the region received quality water at affordable rates. Now looking forward, we have 3 signed purchase agreements for systems in Pennsylvania and Texas, which we expect to close in the first half of 2026. Notably, last month, the Pennsylvania Public Utility Commission approved Aqua Pennsylvania's acquisition of the assets of the Greenville Municipal Water Authority without modification.

I'll remind you that progress on our Del core transaction, the fourth pending item listed here continues to be stalled by a stay put in place by our Federal bankruptcy court judge related to the bankruptcy of the city of Chester.

Hopefully, we'll see some movement on Del Core now that the Supreme Court has ruled, we remain optimistic about the consolidation of water and wastewater systems in the United States and look forward to leveraging the combined resources of Essential and American Water to accelerate our business development work.

All right. Let me conclude my remarks on Slide 16. As we noted in November, on our third quarter 2024 earnings call. We are reaffirming our 5% to 7% multiyear earnings per share guidance through 2027 from the adjusted non-GAAP 2024 and earnings per share of $1.97.

This includes acquisitions expected to close in 2026, but excludes Del Cora. As Dan noted earlier, this 5% to 7% CAGR should be applied to our 2024 non-GAAP income per share of $1.97 as this strips out the favorability of nonrecurring items in 2025.

We also remain committed to maintaining a strong balance sheet, improving cash flow and debt metrics and delivering consistent dividend growth. while keeping our payout ratio between 60% and 65%. In 2026, regulated infrastructure investments are expected to be $1.7 billion.

And finally, I want to reaffirm our PFAS commitments that I touched on earlier, we are continuing to execute our multiyear plan to ensure that finished water does not exceed the federal maximum contaminant level of EPA-regulated PFOS chemicals.

Essential is committed to providing finished water that will meet EPA time lines and standards. Listen, all in all, I commend the entire Essential Utilities team for an excellent 2025 performance, and I reiterate our company's commitments to all of its stakeholders as we embark on what I anticipate will be another strong year and productive lead up to our anticipated merger with American Water.

And with that, I'm going to conclude the formal remarks for the day, and we'll open it up for questions.

We will now begin the question-and-answer session. [Operator Instructions] Our first question comes from Paul Zimbardo with Jefferies.

I'm good. The first was -- and I apologize if I missed it. Did you quantify what the non-GAAP 2025 would be if you made those adjustments. I know you said favorable versus the guidance range. I apologize I missed that number.

No, we didn't specifically, we just gave you kind of the nonrecurring items there, both sort of positive items and then we noted the transaction costs as well. So if you go to that exercise, you can find all those numbers in the Qs and then in the 10-K that will be released later today, you'll see that we still sit favorable to our guidance range really as we projected throughout the course of the year. .

Okay. I understood on that. And broadly, on the regulatory strategy. Could you describe what's the timing for the next round of Pennsylvania rate cases? .

Yes. So the way I think about it, we've not announced it officially. But as you know, both for PNG and Bronco Pennsylvania, we've been on a 2-year cadence historically. So I would use that same cadence. So -- so that would have us filing relatively quickly here. .

Okay. Okay. That's my thought. And then the last 1 I had was just -- I noticed that the small tweak on the language on the the credit metrics 12% plus versus the prior range. Anything to read into or things that you're trying to communicate from that?

I guess, we'd probably say as we finished out the year and concluded our financial reports, it looks like we are in a nice position there in terms of FFO to debt. So that's probably really what we were saying there is we should be above that 12% threshold for Moody's and for S&P. So we feel good about those credit metrics. .

Our next question comes from Travis Miller with Morningstar. .

On the merger, is there any chance that you could combine some of your plans, regulatory activity with regulatory sign-off for the merger? Or would those be 2 separate filings in any of the states. .

You're talking about rate cases? .

Rate cases or surcharges any kind of rate related type of regulatory activity. Is that something you could combine somehow either settlement or through the proceedings .

We consider, yes, they are separate dockets and will be adjudicated separately in each case. .

We don't see those being combined Travis. .

Okay. Okay. I thought I'd check there. And then when you talk about the overall solution to the bankruptcy exit for Chester, taking you through some of the options there, how do you think about what might develop or what you could participate in along those lines.

That's such a great question. So now the Supreme Court has ruled and said that Water Authority, the Chester Water Authority is actually owned by itself, right? The city argued that it should be owned by the city. And in that case, the city could sell the asset and exit bankruptcy with the proceeds. Now that the city doesn't have an asset to sell, somebody had to figure out, obviously, the receiver in this case, along with the bankruptcy court judge has to figure out how are you going to exit bankruptcy or declare bankruptcy. And I think that's what is happening in the background.

Where I think it's important for us is for Del Cora -- you'll remember that there is a small reversionary portion of the contract that says, if Del Cora sold in this case to us, that the city assets, the Chester City assets that were subject and in place in 1972 when the contract was when this addendum was put together, would revert to the city.

I think there's an opportunity here for us to pay something for those assets, maybe a little bit above our current purchase price, which was at rate base and helped the city exit. Well, it's not going to nearly cover bankruptcy. This is we're talking a minor amount in comparison to the almost $350 million they owe, but it could be help in some way.

And so I think at this point, what we would like to see, we would like to see the bankruptcy or judge allow the PUC proceeding to take place on Del Cora and then we could be in this negotiation on this stub piece, if you will, the reversionary portion of the contract. Is that clear? .

As clear as I suppose it could be. .

Yes. .

I appreciate it. So sounds like fun for all of us type of option. But Yes. No, that's all I wanted. That's all I had. Thanks so much. .

This concludes the question-and-answer session. I would now like to turn the call back over to Chris for closing remarks. .

Thanks for joining. As always, we're available for follow-up questions that you might have. Have a great day. Thanks for being with us.

This concludes the call. Thank you for joining. You may now disconnect.

Thank you for standing by, and welcome to the Essential Q3 2025 Earnings Conference Call. [Operator Instructions]

Thank you. I would now like to turn the conference over to Brian Dingerdissen. You may begin.

Thank you. Good morning, everyone, and thank you for joining us for our third quarter 2025 earnings call. If you did not receive a copy of the press release, you can find it on our Investor Relations website. The slides can also be found on the website along with the webcast of the event. .

As a reminder, some of the matters discussed today may include forward-looking statements that involve risks, uncertainties and other factors that may cause the actual results to be materially different from any future results expressed or implied by such forward-looking statements. Please refer to our most recent 10-Q, 10-K and other SEC filings for a description of such risks and uncertainties. References may be made to certain non-GAAP financial measures.

Reconciliation of any non-GAAP to GAAP financial measures is posted on the website. We will begin with Chris Franklin, our Chairman and CEO, who will provide an update on the company, then Dan Schuller, our Chief Financial Officer, will provide an overview of the financial results. With that, I will turn it over to Chris Franklin.

Thanks, Brian, and good morning, everyone. Let's begin with the big news from last week, our merger with American Water detailed here on Slide 5. This transaction represents a true transformational opportunity, designed to integrate the assets and the expertise of 2 industry leaders, resulting in some synergies over time and creating a combined entity that is demonstrably greater than the sum of its parts. .

Now the combined entity will result in the emergence of the preeminent water and wastewater utility in the United States, anchored by a robust rate base approaching $34 billion, serving more than 5 million connections and an expanded operational footprint across 17 states and 18 military installations.

Now as outlined on Slide 6, this strategic consolidation effectively leverages the core operational expertise of both companies, substantially bolstering our combined financial strength and will present a compelling investment thesis to the market. A low-risk, low beta stock with a strong balance sheet, offering first quartile growth rate of 7% to 9% EPS and dividend growth anchored on the multi-decade need for infrastructure investment in our nation's aging water and wastewater systems, including pipe replacement, PFAS remediation and lead service line replacement just to name a few.

I think we also have to consider the setting for the combined company. It's still a fragmented water industry, 85% municipal and the combined company's concentration in Pennsylvania, state where our highest concentration in water and wastewater exists is still less concentrated than FPL is in Florida or Encore is in Texas or even PG&E in California. Maybe just one final thought on the transaction.

The combined company is a natural hedge for utility investors who are heavily concentrated in electric utilities. The demand growth projections associated with AI and data center growth is baked into electric utility valuations, which is just not the case with our new combined company.

More to come on this exciting opportunity as we progress through shareholder and regulatory approvals. For now, let's talk about the third quarter results. Slide 7 has some highlights for the quarter. We delivered another robust quarter of growth, reporting GAAP earnings per share of $0.33, a 32% increase over the same quarter last year.

Both our water and natural gas businesses performed very well and in line with our expectations. My assessment remains the same as I reported last quarter. Both our natural gas and water businesses are firing on all cylinders. I am proud of the results our team has achieved so far this year.

Based on our strong year-to-date performance, we expect to achieve GAAP earnings per share above our guidance range of $2.07 to $2.11 due to nonrecurring benefits as discussed in August. We're also reaffirming our capital investment plans with a target of approximately $1.4 billion in infrastructure investments for 2025.

Now as of September 30, we've already deployed nearly $1 billion in critical infrastructure improvements across our footprint. Based on the many calls we received, I know you saw our exciting announcement in late August that Essential has become an investor in a 1,400-acre data center facility in Southwestern Pennsylvania. Our real interest in the project, though is the option we have to design, build and operate an 18 million-gallon per day water treatment plant to service the data center and is dedicated behind the meter natural gas power plant.

I'll speak more about this in a few moments, but it's a promising opportunity. Switching to sustainability. We're excited to share with you our dated sustainability report. For years now, we have delivered high-quality, transparent and detailed information to you on our sustainability performance and initiatives.

You've heard me say this many times before, but it bears repeating. And I want to make sure all our stakeholders hear it directly from me. Our sustainability commitments mean much more than checking a box as stewards of Earth's most precious natural resources responsible business practices are foundational to who we are as a company.

Our dedication to these principles remain steadfast and supports our continued success. Our updated report can be found on our website. Finally, I'd like to follow up on a topic we spoke about on our Q1 earnings call. We mentioned that our Natural Gas division had progressed from a successful pilot program to commencing a full implementation plan to install Intelis gas meters in all residential and small commercial properties within our service area. Today, I am really pleased to share with you that we've already reached our 2025 goal of installing more than 60,000 meters in Pennsylvania.

We're also closing in on this year's target of 3,500 meters installed in Kentucky. This brings our installed base of new meters to a total of 93,000, putting us among the industry leaders in adopting this new technology. We are moving forward with a comprehensive program to install Intelis meters for nearly 700,000 customers in the coming years. These new meters equipped with enhanced safety measures are a central driver of our ongoing effort to be among the safest and most reliable natural gas utilities in the United States.

All right. Turning to Slide 8. Let's review our recent announcement regarding our data center investment. So in August, we announced our investment of $26 million in a project to bring a data center to Green County, Pennsylvania. For context, this is about 60 miles south of our Gas division headquarters in Pittsburgh. We deliver natural gas to customers in that same general area.

The location of the project Green County, Pennsylvania draws on Pennsylvania's abundant natural resources, world-class workforce and strong federal, state and local support for the project across the political aisle. The data center project, led by international electric power will be powered by 944 megawatts. That's right, nearly a gigawatt.

From behind-the-meter natural gas combined cycle turbines supplemented by battery storage and backed up with an existing interconnection with the electric grid. Importantly, the project has secured the turbines, which are at a premium given demand in the market. Our $26 million initial investment is structured in the form of a convertible note and we can take the return on that investment as cash proceeds or instead roll it into the larger project as a formal equity position. The expected rate of return on this investment will be higher than the typical returns of our regulated utility operations.

The project will include an 18 million-gallon per day water treatment plant that will serve both the gas power plant and the data center cooling needs. Our initial estimate is that the water treatment plant will cost between $125 million and $175 million. Although we will not be supplying the natural gas to the power plant, Essential will lend its expertise by providing gas consulting and energy management services project. IEP is actively seeking investors for the next stage of the project.

Now that the initial funding has been achieved and the gas turbines have been secured, we'll update you on significant new developments as they occur. This exciting project is not factored into any of our previously announced guidance. And as a reminder, is expected to be fully operational in 2029, which currently falls outside of our 3-year EPS guidance.

We have previously shared that we are in active discussions with data center developers representing over 5 gigawatts of power demand. The Green County site is about 20% of that. Plus we continue to field inquiries related to on-site power generation and data center development to support AI and data center boom. States like Pennsylvania, Ohio, Indiana and Virginia are among the hot targets for hyperscalers these days.

We operate in all of these states with our water, wastewater and natural gas assets and expertise. This, combined with our regulatory credibility in these states, makes us believe Essential is particularly well visioned within our industry to take advantage of this opportunity.

All right. Now let me move to Slide 9. I'd like to talk a little bit about our consistent approach of delivering shareholder value. Our aim is to generate reliable growth in both earnings and dividends, and we are proud of our long track record. With 3 quarters behind us now, 2025 looks to be another year reflective of this success.

Our business and its economic model have proven resilient through economic booms and downturns as well as through political and regulatory changes. Consistency underpins our success as a company. All right. Now that we're reminded of the context, let's focus on the numbers for the quarter. Dan?

Thanks, Chris. I'll begin on Slide 11 with a high-level view of the third quarter results, and then we'll get into the details on the waterfalls. Our quarterly performance was strong with revenues up 9.6%, due primarily to increases in rates. Corresponding earnings per share are up 32% on a year-over-year basis due to rate increases and a decrease in income tax expense.

These are partially offset by increases in depreciation and amortization expense, interest expense and operations and maintenance expenses. On Slide 12, we have the revenue waterfall for the third quarter. Revenues increased $41.7 million or 9.6% from $435.3 million a year ago to $477 million this year. Approximately $34.2 million of that increase is a result of rates and surcharges with approximately $27.9 million of that attributed to water and $6.3 million related to natural gas. Purchased gas, which represents the cost of the natural gas sold by the company increased $3.4 million year-over-year due to an increase in commodity prices, partially offset by lower gas usage. The other category of $2.8 million consists primarily of reduced tax repair sur credits to our customers as a result of last year's people's rate order.

Growth in the Water business contributed $1.4 million of incremental revenue. These were offset by a net 100,000 in lower volumes with water up by $300,000 and gas down by $400,000. Next, on Slide 13, our O&M slide. We see O&M expenses up about $8.7 million or 6% year-over-year. The main drivers include an increase in employee-related costs of $7.2 million compared to prior period, an increase in bad debt expense of $4.2 million relative to lower than normal bad debt expense last year and an increase of $2.4 million in water production costs with contributing increases in power, purchased water and chemicals.

These were partially offset by $6.2 million in favorability and other expenses primarily as a result of lower outside services expenses and capitalization. The increase in employee-related costs includes about $800,000 of this year related to a change in our LTI programs RSU vest methodology. Another item to note is bad debt expense. In 2024, we made an adjustment related to our Pennsylvania water customer assistance program with credit to expense, which now accounts for $3.1 million of unfavorability in the year-on-year comparison.

If we normalize out these 2 items, we get to a year-over-year increase of about 3%, in line with our historic norms. Moving to Slide 14, our earnings slide. We can see the previously mentioned effects. A $0.09 positive impact due to increased revenue from rates and surcharges, limited impacts from growth in volume, offset by a $0.02 negative impact from higher expenses, which include increases in depreciation and amortization, O&M and interest with all of this partially offset by a decrease in tax expense.

Now let's turn to Slide 15. Here, we provide more insight into how our annual EPS breaks out by quarter. So far this year, the 3 quarters of earnings we have posted have fallen within the ranges that we have provided. As a reminder, these ranges are an approximate representation of the contribution that each quarter's earnings typically make to our annual earnings. On last quarter's earnings call, we stated our expectation that we would achieve GAAP earnings per share above our guidance range of $2.07 to $2.11 due to nonrecurring benefits. We're reaffirming this expectation today, and I encourage you to continue using the middle of this established range of $2.07 to $2.11 to project earnings per share growth from 2025 to 2027, using the 5% to 7% CAGR previously provided.

I'll conclude my remarks on Slide 16 with a brief discussion on regulatory activity. Since our last earnings call, we've not completed any additional rate cases, but I will direct you to our appendix for detail on the 2 cases completed earlier in the year, which we previously discussed and disclosed. Our Water and Wastewater business currently has pending rate cases or surcharge filings underway in North Carolina, which you recall is a multiyear case, Ohio, Texas and Virginia with total requested annualized revenue increases of $96.5 million.

Additionally, our gas business has a pending surcharge in Kentucky with a requested annualized revenue increase of $2.9 million. We continue to manage our regulatory activity to maintain safe and reliable service, earn an appropriate return on the capital that we invest and minimize regulatory lag while always considering affordability for our customers. And with that, I'll turn it back over to Chris. Chris?

Thanks, Dan. Let's move now to Slide 18 and talk about the long-term growth that we unlock through our focus on expanding our water and wastewater business through acquisitions. For 2025, in total, the company has acquired systems, which serve approximately 10,300 customers for approximately $58 million. I'll remind you that progress on our Delcora transaction continues to be stalled by a stay put in place by a federal bankruptcy judge related to the bankruptcy of the city of Chester. There is really nothing new to report on Delcora. I'll remind you that Delcora is not included in our guidance. .

I also want to point out that we have 3 additional signed purchase agreements for systems in Pennsylvania and Texas which we expect to close in 2026. The diversity of our business development opportunities holds great promise for our Water and Wastewater segment. Over the long term, the Water and Wastewater systems within the United States, we'll continue to consolidate given the infrastructure investment needs and the benefits of scale.

I'll conclude my remarks here on Slide 19. I'll reiterate what Dan said we are reaffirming our standing expectation that we will achieve our full year GAAP earnings per share above the guidance range of $2.07 to $2.11 due to some nonrecurring benefits.

Looking ahead, we continue to see strong growth potential in both our Water and Gas platforms. We expect our combined utility rate base to grow at a compounded annual growth rate of 8%. Breaking this down a little bit further, the regulated water segment is expected to grow at about 6%, and our regulated natural gas segment rate base will grow at about 11%. We are reaffirming our 5% to 7% multiyear earnings per share guidance through 2027.

This includes acquisitions expected to close in '25 and in '26, but excludes Delcora. This projection includes the crucial work we're doing to remediate PFAS across our water systems as well as our work to replace aging water and natural gas pipelines. As Dan noted earlier, this 5% to 7% CAGR should be applied to our $2.07 to $2.11 guidance range for 2025 EPS with $2.09 as the midpoint as this strips out the favorability of nonrecurring items.

We also remain committed to maintaining a strong balance sheet, improving our cash flow and debt metrics and delivering consistent dividend growth, while keeping our payout ratio between 60% and 65%. Now one item that did change on this slide from our last call is that we adjusted our expectation of 2025 equity raises through our ATM from $315 million to $350 million.

This additional equity is attributable largely to needs related to our Green County data center project and to ensure we meet our credit metrics given some merger-related transaction expenses we've incurred so far this year, we've already raised about $300 million in equity. All in all, we see a bright future for our company as we continue to invest in our nation's infrastructure, and deliver long-term value to our shareholders.

Rate base expansion in favorable regulatory environments paired with water and wastewater system acquisitions will continue to drive consistent growth. And now with Essential well positioned to support a boom in data centers across our footprint, we can build on our culture of innovation while supporting our local economy as we have for generations. We thank you for your support. And as a reminder, we'll not take any questions on today's call, but we will return to our normal earnings call process for our year-end call in February 2026. If you have any questions, feel free to reach out to our IR team immediately following this call. Thanks again.

Thank you. And ladies and gentlemen, this concludes today's conference call. Thank you all for joining. You now disconnect.