75 added · 77 removed between the two most recent 10-Ks. The risks a company starts — or stops — disclosing are often the story.
Newly disclosed
Currently, the Company seeks to acquire businesses in the U.S. regulated sector, focusing on water and wastewater utilities and to opportunistically pursue growth ventures in select market-based activities, such as infrastructure opportunities that are supplementary and complementary to our regulated water utility businesses. 1 Table of Contents On October 26, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with American Water Works Company, Inc.
The Company currently estimates that the closing of the proposed Merger will occur by the end of the first quarter of 2027, subject to the remaining customary closing conditions, including, among others, clearance under the Hart-Scott-Rodino Act, and regulatory approvals, including approval from the applicable public utility commissions.
Based on this tax legislative guidance, in the second quarter of 2023, the Company reevaluated the uncertain tax positions related to the Regulated Water Segment and reclassified a portion of its historical income tax reserves as a regulatory liability until accounting treatment is determined in its next base rate case.
The market price of our common stock and American Water Common Stock at the time of completion of the Merger may vary significantly from the price on the date the Merger Agreement was executed and February 10, 2026, the date of the special shareholder meetings.
We anticipate that, subject to the receipt of all required regulatory and other consents and approvals and the satisfaction or waiver of all other closing conditions, the Merger will be completed in the first quarter of 2027.
On February 10, 2026, at the respective special shareholder meetings of the Company and American Water, each company’s shareholders approved the Merger-related proposals, satisfying certain of the conditions to closing.
Under the terms of the agreement, Essential shareholders will receive 0.305 shares of American Water common stock, par value $0.01 per share, (“American Water Common Stock”) for each share of our common stock, par value $0.50 per share, they own at the closing of the Merger.
The Merger is also subject to review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the expiration or earlier termination of the waiting period (and any extension of the waiting period) applicable to the Merger is a condition to closing the Merger.
The Merger Agreement provides that upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of American Water.
This investment underscores the Company’s commitment to innovation, sustainability, and regional economic development, while positioning its water, wastewater, and gas expertise as critical components of the expanding artificial intelligence-driven data infrastructure needs.
Risks Related to the Proposed Merger The market price of shares of our common stock or American Water Common Stock will fluctuate and the Exchange Ratio will not be adjusted to reflect such fluctuations, and as a result, the Merger Consideration at the date of the closing of the Merger may vary significantly from the date the Merger Agreement was executed.
The number of shares of American Water Common Stock to be issued pursuant to the Merger Agreement for each share of our common stock will not change to reflect changes in the market price of American Water Common Stock or Essential’s Common Stock.
No longer disclosed
In the second quarter of 2023, based on the tax legislative guidance that was issued, the Company reevaluated the uncertain tax positions related to the Regulated Water Segment and ultimately released a portion of its historical income tax reserves.
Currently, the Company seeks to acquire businesses in the U.S. regulated sector, focusing on water and wastewater utilities and to opportunistically pursue growth ventures in select market-based activities, such as infrastructure opportunities that are supplementary and complementary to our regulated water utility businesses. 1 Table of Contents In October 2023, the Company completed the sale of its regulated natural gas utility assets in West Virginia, which represented approximately two percent of the Company’s regulated natural gas customers.
The following table reports our operating revenues, by principal state, for our Regulated Water segment, which includes both water and wastewater utility services, Regulated Natural Gas segment, and Other and eliminations for the year ended December 31, 2024: Operating Revenues (000's) Operating Revenues (%) Pennsylvania $ 674,051 32.3% Ohio 136,600 6.5% Texas 107,519 5.2% Illinois 101,194 4.9% North Carolina 88,604 4.2% Other states (1) 113,912 5.5% Regulated Water segment total 1,221,880 58.6% Pennsylvania 786,722 37.7% Kentucky 56,269 2.7% Regulated Natural Gas segment total 842,991 40.4% Other and eliminations 21,242 1.0% Consolidated $ 2,086,113 100.0% (1) Includes our water operating subsidiaries in the following states: New Jersey, Indiana, and Virginia.
Information concerning revenues, net income, significant segment expenses and related financial information for the Regulated Water and Regulated Natural Gas segments and Other and eliminations for 2024, 2023, and 2022, is set forth in Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Note 18 – Segment Information in the Notes to Consolidated Financial Statements which is contained in Item 8 of this Annual Report. 2 Table of Contents The following table summarizes our operating revenues, by utility customer class, for the Regulated Water and Regulated Natural Gas segments and Other and eliminations for the year ended December 31, 2024: Operating Revenues (000's) Operating Revenues (%) Residential water $ 662,909 31.8% Commercial water 186,534 8.9% Fire protection 42,409 2.0% Industrial water 34,831 1.7% Other water 80,964 3.9% Total water 1,007,647 48.3% Wastewater 199,422 9.6% Other utility 14,811 0.7% Regulated Water segment total 1,221,880 58.6% Residential gas 504,426 24.2% Commercial gas 100,662 4.8% Industrial gas 2,279 0.1% Gas transportation 194,413 9.3% Other utility 41,211 2.0% Regulated Natural Gas segment total 842,991 40.4% Other and eliminations 21,242 1.0% Consolidated $ 2,086,113 100.0% Customers and Seasonality of Business Our water utility customer base is diversified among residential water, commercial water, fire protection, industrial water, other water, wastewater customers, and other utility customers (consisting of contracted services that are associated with the utility operations).
In 2024, for the third consecutive year, the Company has been named to Newsweek’s list of America’s Most Responsible Companies, which celebrates public companies that have demonstrated meaningful and impactful environmental, social and corporate governance business practices.
During the five year period ended December 31, 2024, our utility customer base including customers associated with utility system acquisitions and dispositions increased from 1,026,704 at January 1, 2020 to 1,869,306 at December 31, 2024.
In October 2024, we were recognized as a Champion of Board Diversity by The Forum of Executive Women for having one-third of our board comprised of women for the sixth year since 2016.
Early in 2021, we announced an enterprise-wide commitment that by 2035, we will reduce our Scope 1 and 2 greenhouse gas (GHG) emissions by 60% from our 2019 baseline.
We also began procuring nearly 100% renewable electricity to power our water and wastewater operations in Illinois, New Jersey, Ohio, and Pennsylvania in 2022.
In January 2024, the Company completed the sale of its interest in three non-utility local microgrid and distributed energy projects for $165,000,000.
The accounting treatment has been determined in the rate order issued on February 7, 2025, by the Pennsylvania Public Utility Commission.
On April 10, 2024, the EPA announced the final NPDWR for the treatment of six per- and polyfluoroalkyl substances or compounds (PFAS).