Essential Utilities Full Year 2025 Earnings Call - Shareholders Approve Merger; Regulatory Close Expected Q1 2027

Jericho, Conference Operator: 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 have been placed on mute to prevent any background noise. After the speaker’s remarks, there will 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 Dingerdissen. You may begin.

Brian Dingerdissen, Conference Call Moderator, Essential Utilities: 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. Dan Schuller, our CFO, will provide an overview of the financial results. With that, I will turn it over to Chris Franklin.

Chris Franklin, Chairman and Chief Executive Officer, Essential Utilities: Hey, thanks, Brian, 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. 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. 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. I truly appreciate the efforts of our teams involved. At this point, we’ve 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. The others do not. I may not be able to promise this regulatory approval phase will proceed in the same record speed as our shareholder approval. I can certainly say I’m proud of the constructive regulatory relationships that we’ve built over the years. I firmly believe that this mutual trust that we’ve built will lead to a constructive outcome. Let’s turn our focus to reviewing the past year’s successes on slide 7.

2025 was truly a banner year for Essential, 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-$2.11. Even without some of the non-recurring, 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. Dan will discuss this outperformance in more detail, suffice it to say, we delivered another strong year of earnings.

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. 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 Intelis 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, 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.

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. 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 a 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. Let me turn the call over to Dan to review our financials for the year.

Dan Schuller, Chief Financial Officer, Essential Utilities: Thanks, Chris. Good morning, everyone. Let’s begin on slide 9 with a high-level view of the full year results. 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 three hundred and eighty-eight and a half 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’s Universal Service rider. These favorable impacts were partially offset by weather normalization credits to our gas customers due to colder than normal weather in 2025.

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 Service rider of seventeen and a half million, which has an offset in revenues, and an increase of eight and a half 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 $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-$2.11 due to non-recurring benefits.

Indeed, we finished the year with full year GAAP EPS of $2.20. Let me point out a few non-recurring 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. 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. In the first quarter, we had a benefit from insurance proceeds. 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 from banking, legal, and other matters.

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%-7% EPS growth for the 3-year period of 2024 through 2027. Given the impact of one-time items in the 2025 results or a better sense of 2026, I would use that long-term CAGR of 5%-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 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. With that, I’ll turn it back over to Chris. Chris?

Chris Franklin, Chairman and Chief Executive Officer, Essential Utilities: 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 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. Now, 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 DELCORA 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 DELCORA 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 Utilities 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%-7% multi-year 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 DELCORA. As Dan noted earlier, this 5%-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%. In 2026, regulated infrastructure investments are expected to be $1.7 billion. Finally, I want to reaffirm our PFAS commitments. As 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.

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

Jericho, Conference Operator: 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 Jefferies. Please go ahead.

Paul Zimbardo, Equity Research Analyst, Jefferies: Hi. Good morning, team.

Chris Franklin, Chairman and Chief Executive Officer, Essential Utilities: Hi, good morning.

Jericho, Conference Operator: How are you?

Paul Zimbardo, Equity Research Analyst, Jefferies: I’m good, I’m good. Thank you for taking the questions. The first was, and I apologize if 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.

Chris Franklin, Chairman and Chief Executive Officer, Essential Utilities: We didn’t say it specifically. We just gave you kind of the non-recurring items there, both sort of positive items, and then we noted the transaction costs as well. If you go through that exercise, you can find all those numbers in the 10-Qs and then in the 10-K that’ll be released later today, you’ll see that we still sit, you know, favorable to our guidance range, really, as we’ve projected throughout the course of the year.

Paul Zimbardo, Equity Research Analyst, Jefferies: Okay. I understood on that. Broadly on the regulatory strategy, could you describe what’s the timing for the next round of Pennsylvania rate cases?

Chris Franklin, Chairman and Chief Executive Officer, Essential Utilities: The way I think about it, and we’ve not, we’ve not announced it officially, but, as you know, both for PNG and Rockland, Pennsylvania, we’ve been on a 2-year cadence historically, I would use that same cadence. That would have us filing relatively quickly here.

Paul Zimbardo, Equity Research Analyst, Jefferies: Okay, that’s what I thought. The last one I had was just, I noticed that the small tweak on the language on the credit metrics, just 12% plus versus the par range. Anything to read into or things that you’re trying to communicate from that?

Chris Franklin, Chairman and Chief Executive Officer, Essential Utilities: I guess all we’d probably say is, you know, as we finished out the year and concluded our financial reports, you know, looks like we are in a nice position there in terms of FFO to debt. 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. We feel good about those credit metrics.

Paul Zimbardo, Equity Research Analyst, Jefferies: Okay. Thank you very much, team.

Chris Franklin, Chairman and Chief Executive Officer, Essential Utilities: Yeah, thanks, Paul.

Jericho, Conference Operator: Our next question comes from Travis Miller with Morningstar. Please go ahead.

Travis Miller, Equity Research Analyst, Morningstar: Thank you. Hi, everyone.

Chris Franklin, Chairman and Chief Executive Officer, Essential Utilities: Hey, Travis.

Jericho, Conference Operator: Hey, Travis.

Travis Miller, Equity Research Analyst, 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 those be two separate filings in any of the states?

Jericho, Conference Operator: You’re talking about rate cases?

Travis Miller, Equity Research Analyst, Morningstar: 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?

Chris Franklin, Chairman and Chief Executive Officer, Essential Utilities: They’re all considered separate dockets.

Jericho, Conference Operator: They’re separate dockets and will be adjudicated separately in each case. Yeah.

Travis Miller, Equity Research Analyst, Morningstar: Okay.

Chris Franklin, Chairman and Chief Executive Officer, Essential Utilities: Yeah. I don’t see those being combined, Travis.

Travis Miller, Equity Research Analyst, Morningstar: Okay. Okay. Just thought I’d check there. When you talk about the overall solution to the bankruptcy exit for Chester, take me through some of the options there. Like, how do you think about what might develop or what you could participate in and along those lines?

Chris Franklin, Chairman and Chief Executive Officer, Essential Utilities: It’s such a great question. Now that the Supreme Court has ruled and said that the 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, you know, how are you gonna 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 DELCORA, you’ll remember that there is a small reversionary portion of the contract that says, if DELCORA sold, in this case, to us, that the city assets, the Chester City assets, that were subject and in place in 1972, 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. It’s not gonna nearly cover bankruptcy.

This is where we’re talking, you know, a minor amount in comparison to the almost $350 million they owe, but it could be a, you know, help in some, in some way. 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 DELCORA, then we can begin this negotiation on this stub piece, if you will, the reversionary portion of the contract. Is that clear?

Travis Miller, Equity Research Analyst, Morningstar: As clear as I suppose it could be.

Chris Franklin, Chairman and Chief Executive Officer, Essential Utilities: Yeah. It was mine, right?

Travis Miller, Equity Research Analyst, Morningstar: No, I appreciate it. It sounds like a fun for all of us type of option.

Chris Franklin, Chairman and Chief Executive Officer, Essential Utilities: Yeah.

Travis Miller, Equity Research Analyst, Morningstar: But, uh-

Chris Franklin, Chairman and Chief Executive Officer, Essential Utilities: Yeah.

Travis Miller, Equity Research Analyst, Morningstar: No, that’s all I wanted, all I had. Thanks so much.

Chris Franklin, Chairman and Chief Executive Officer, Essential Utilities: Thanks, Travis. You bet.

Paul Zimbardo, Equity Research Analyst, Jefferies: Take care, Travis.

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

Chris Franklin, Chairman and Chief Executive Officer, Essential Utilities: 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.

Jericho, Conference Operator: This concludes the call. Thank you for joining. You may now disconnect.