Essential Utilities, Inc.

Ladies and gentlemen, thank you for standing by. My name is Jericho and I'll be your conference operator today. At this time, I would like to welcome everyone to the essential full year 2025 earnings call. All lines has been placed on mute to prevent any background noise. After the speaker's remarks, there'll be a question and answer session. If you would like to ask a question during this time, simply press star followed by the number one on your telephone keypad. If you would like to withdraw your question, again, press the star one. I would now like to turn the conference over to Brian Dingerson. 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 risk, 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 10Q, 10K, and other SEC filings for a description of such risk 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.

Hey, thanks, Brian, and good morning, everyone. I want to start today's call off on slide five 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 multi-state 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 six, you can see that by year end 2025, we completed the seven 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. At this point, we have received the initial procedural schedules in most of the states. Based on those schedules, we continue to believe that we will close the transaction in the first quarter of 2027. As you may recall, three states have statutory timelines, 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 seven. 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 non-recurring I'll call beneficial items noted in our 10Qs and 10K 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 three municipal acquisitions we completed in 2025. These 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 100,000th 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, replaced or retired over 400 miles of maine in 2025. 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 one of Newsweek's America's most responsible companies for the fifth consecutive year. In 2025, we were also named to USA Today's America's Climate Leaders for the third consecutive year. I've been consistent and steadfast 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. Now 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 nine with a high-level view of 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%. 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. Higher gas volumes contributed $57.2 million, while the other category of $30 million consists of reduced tax repair sur credits to customers, as well as impacts from 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 a 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 impacts 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 one-time gain from the sale of the Pittsburgh Area Energy Project and adjustments for unanticipated weather, along with the associated tax impacts. You'll find the reconciliation in the investor section of our website and as an appendix to this deck. In 2025, we picked up 46 cents from regulatory recoveries, an additional 15 cents from higher gas volumes, and an incremental penny from water growth. These are partially offset by 2 cents from lower water volume, 9 cents from higher expenses, and 48 cents from other. Now, other includes 24 cents 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 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 non-recurring benefits. And indeed, we finished the year with full-year GAAP EPS of $2.20. Let me point out a few non-recurring items from our 10Qs and the upcoming 2025 10K 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. A 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 PNG 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 one-time 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 three-year period of 2024 through 2027. Given the impact of one-time items in the 2025 results, for a better sense of 2026, I would use that long-term CAGR of 5% to 7% 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 total $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 total 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 that 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 three acquisitions of water and wastewater systems for 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 receiver's 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 receive quality water at affordable rates. Looking forward, we have three 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 Cora transaction, the fourth pending item listed here, 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. Hopefully we'll see some movement on Del Cora 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 2025 earnings call, we are reaffirming our 5% to 7% multiyear earnings per share guidance through 2027 from the adjusted non-GAAP 2024 earnings per share of $1.97. This includes acquisitions expected to close in 2026, but excludes Delcorra. 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 non-recurring 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 percent. 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 multi-year plan to ensure that finished water does not exceed the federal maximum contaminant level of EPA regulated PFAS chemicals. Essential is committed to providing finished water that will meet EPA timelines 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 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.

Thank you. We will now begin the question and answer session. If you have dialed in and would like to ask a question, please press star one on your telephone keypad to raise your hand and join the queue. If you would like to withdraw your question, simply press star one again. If you're called upon to ask your question and are listening via speakerphone on your device, please pick up your handset to ensure that your phone is not on mute when asking a question. Our first question comes from Paul Zimbardo with Jeffries. Please go ahead.

Hi, good morning, team. Hi, good morning. How are you? I'm good. I'm good. Thank you for taking the questions. The first was, and I apologize I've 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, but I apologize I missed that number.

No, we didn't. it specifically we just gave you kind of the non-recurring items there both sort of positive items and then we noted the um the transaction costs as well so if you go to that exercise you can find all those numbers in the queues and then in the 10k that will be released later today you'll see that we still sit uh you know favorable to our guidance range really as we've projected throughout the course of the year okay i understood on that and uh

Broadly on the regulatory strategy, could you describe what's the timing for the next round of Pennsylvania rate cases?

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

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

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

Okay. Thank you very much, team.

Yeah, thanks, Paul.

Our next question comes from Travis Miller with Morningstar. Please go ahead.

Thank you. Hi, everyone.

Hey, Travis.

Um, 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 those be two separate filings in any of the states? You're talking about rate cases, rate cases or surcharges, any kind of rate rate related type of regulatory activity? Is that something you could combine somehow, either settlement or through the proceedings. They're all considered separate dockets.

Yeah, they're separate dockets and will be adjudicated separately in each case.

Yeah, I don't think we don't see those being combined, Travis.

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

It's such a great question. So now that 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 has to figure out, obviously the receiver in this case, along with the bankruptcy court judge, has to figure out how you're going to exit bankruptcy is happening in the background. Where I think it's important for us is for Delcoura. You'll remember that there is a small reversionary portion of the contract that says if Delcoura 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 help the city exit. Well, it's not going to nearly cover bankruptcy. We're talking a minor amount in comparison to the almost $350 million they owe. But it could help in some way. And so I think at this point, what we would like to see We would like to see the bankruptcy court judge allow the PUC proceeding to take place on Del Cura. And then we can begin 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. Yeah. I appreciate it. Sounds like a fun for all of us type of option. But that's all I wanted, that's all I had. Thanks so much. Thanks, Travis.

You bet. Take care, Travis.

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

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.

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