Good day, and welcome to today's Essential Utilities Third Quarter 2023 Earnings Call. This meeting is being recorded. At this time, I'd like to hand the call over to Brian Dingerdissen. Please go ahead, sir.

Thank you, Serge. Good morning, everyone, and thank you for joining us for Essential Utilities Third Quarter 2023 Earnings Call. I'm Brian Dingerdissen, Vice President of Investor Relations and Treasurer at Essential. If you did not receive a copy of the press release, you can find it by visiting the Investor Relations section of our website. The slides that we will be referencing and the webcast of this event can also be found on the site. Here is our forward-looking statement. As a reminder, some of the matters discussed on this call 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. During the course of this call, reference may be made to certain non-GAAP financial measures. A reconciliation of any non-GAAP to GAAP financial measures is posted in the Investor Relations section of the company's website. We'll begin the call with Chris Franklin, our Chairman and CEO, who will provide an update on the company. With that, I will turn the call over to Chris.

Hey, thanks Brian and good morning, everyone. Thanks for joining us today. I want to start the call by acknowledging an unfortunate event that some of you may have heard about or read about back in August. In a suburb of Pittsburgh, a home exploded, destroying and damaging multiple homes in the neighborhood. Unfortunately, there were six fatalities, including one of our off-duty employees and his young son. The Fire Marshal has indicated that, based on the investigation, the incident occurred inside of the home and was not a result of an issue with the gas utility. We continue to, of course, fully cooperate with investigators. We really need to recognize our team for their response to this tragic event, their professionalism, their expertise and especially the way they performed under extremely difficult conditions just having lost one of their colleagues that day. It was a very difficult day for the team. All right. Let me shift gears a little bit here and start off by expressing my appreciation to those of you who participated in our off-season governance meetings and our IR perception study. While they are still compiling and synthesizing your comments, you know that we appreciate your time and your feedback. And most certainly we'll take the insights gained very seriously. Operating a public company, we're always glancing at the stock price throughout every given day. As sizable shareholders ourselves, our management team and the Board are well aware of the current performance of our stock. We acknowledge that the sector has been trading off. Much of the industry performance over the past few months, we believe has largely been driven by the macro environment and the recent sell-off of utilities due to the Fed's comments and actions on interest rates. We know that dividend-paying stocks are typically out of favor during periods when investors can capture income through interest-bearing accounts without the risk of their principal. We also understand that some investors are concerned about utilities that have robust capital programs, which need to be financed and then recovered through the rate process. Fortunately, our team has a long history of executing large capital programs and achieving timely regulatory recovery, obviously helped by the constructive regulatory environments in the states where we operate. Now, I also want to acknowledge that we traded below our expected price. We don't like it. We don't believe it's as large as some might imply. We compare our P/E to that of our most similar water utility peer and assume a slight discount because our projected growth rate is just slightly lower. We estimate that since the Peoples transaction in 2020, we've traded at an average discount of about 5% compared to the weighted average of our water and gas peers; that discount currently sits a little higher, roughly 10%. For those of you who've followed us or have been with us over the last four years, you know that there have been many fluctuations, and often we've traded above that target as well. Now to investors, many of you consider various things. We know that you're thinking about the fact that our two largest rate divisions will file for rates in the next six to nine months. And we've had some challenges recently. Q1 weather was difficult on the gas side and we continue to wrestle with the DELCORA and East Whiteland litigation. But remember, despite our challenges, we have continued to deliver on our EPS targets. From a stock performance perspective, some have written that this has been the worst year for utilities in 40 years. While that current climate is challenging, we have remained focused on strong execution and enhanced shareholder value. I'll point you to our recent pruning of our small and underperforming West Virginia gas business and the strong result of our sale of the energy projects to further refine our portfolio and offset equity needs. On a very positive note, we view the stock at its current price as a unique entry point and have been hearing from many new investors, potential investors who previously viewed water utilities as too expensive. So at roughly 19 times 2023 earnings, with an almost 3.5% yield, coupled with our strong record of operational execution, our large capital program along with continued water system consolidation, the company is poised for long-term success. I also want to emphasize that we don't need to close the DELCORA transaction to meet earnings guidance in 2023 and 2024. In fact, our earnings guidance for 2023 and 2024 is not dependent on any of the acquisitions that are currently in our materials. This includes East Whiteland too. Remember that most municipal transactions lose money or breakeven until we bring them through a rate case. You'll recall that our Pennsylvania water case will not be complete until 2024. Now, we'll use this window of time to work with regulators and stakeholders to improve the fair market value process and hopefully alleviate some of the headwinds that the sector has been facing related to municipal acquisitions, especially in Pennsylvania. We spent time on our last earnings call reminding investors about the primary source of earnings generation, the execution of our capital plan. Make no mistake, our acquisition program is important to our long-term success, but is often not as impactful as the negative impact to our stock price performance if these opportunities hit speed bumps or don't fully materialize. We're going to continue to work hard on our growth through acquisition program and we're going to look at improved methods to communicate those opportunities so that we adjust expectations from the onset. We've heard you clearly on that. One other factor that I wanted to mention that's been impacting our share price was the need for equity. In September, we completed our financings for the year, removing any perceived equity overhang. We heard the feedback related to our new guidance approach regarding equity needs, and believe me, we're going to take it into account as we finalize our future guidance plans. We've heard you loud and clear. All right. Let's move on to some highlights from the quarter and a couple of company updates. With a dedicated focus on capital investment and operational efficiency, we had a strong third quarter with earnings per share of $0.30. Dan will take you through those financials in just a moment. We remain on track to invest $1.1 billion in capital projects this year and maybe even slightly higher than that, improving the service and reliability for our customers while adding substantial rate base growth. In the first nine months of 2023, we've invested $874.5 million through our water, wastewater and natural gas systems as compared to $719.7 million for the same period last year. Keep in mind that our capital budget is composed of thousands of projects, and it takes significant expertise to achieve success in those projects. We currently have asset purchase agreements signed for five municipal acquisitions, totaling nearly $354 million in purchase price, and continue to have a robust pipeline of opportunities. I mentioned the sale of our West Virginia gas utility assets, which was announced on October 2. This sale really enables management to focus on fewer states and specifically where we have larger bases of customers and growth opportunities. On October 3, we announced a $165 million binding agreement to sell three non-utility energy projects in Pittsburgh, including innovative microgrids and a district energy system. Finally, in late October, the Board appointed Rod West to the Board of Directors. Some of you may know Rod from the utility industry. He serves as the Group President, Utility Operations at Entergy Corporation. With the departure of Chris Womack from our Board, we were looking for a seasoned executive with utility experience similar to the skills that Chris brought to the Board. We're really excited about Rod's experience and expertise. I think it's a great match for the Essential Utilities Board. Rod will serve on the corporate governance and risk mitigation committees when he joins us in December. I want to take a minute to discuss our recently published biannual Environmental, Social, and Governance Report, which covers our performance in 2022. The updated ESG report tracks key progress on our commitments to the environment, our employees, and the communities we serve. While we made these commitments just a few years ago, I'm really proud to say that we've achieved our diverse supplier and employee commitments already, ensuring that the company's team and business reflects the communities we serve. We've reduced our Scope 1 and Scope 2 greenhouse gas emissions by 25% from our 2019 baseline and are well on our way to our overall goal of a reduction of 60% by 2035. This is equivalent to removing 80,000 cars from the road each year. This is significant. We were able to achieve this strong progress by successfully shifting to nearly 100% renewable electricity for our water segment in Pennsylvania, New Jersey, Ohio, and Illinois, and by reducing stray methane emissions in our gas segment through our pipe replacement program. The report also highlights that the water segment outperformed the national average for water quality by nearly five times. I think this is a testament to our technical and operational expertise as an industry-leading utility and supports our proactive commitment to PFAS treatment. We continue to refine our numbers. So you'll notice that we have updated our capital investment estimates related to PFAS from approximately $350 million to now $450 million. Additionally, we estimate annual operating expenses will be in the 5% range of the overall capital expenditures. I'd encourage you to visit our ESG microsite where you can do a deep dive into the full report or just take a look at the supplemental reports for a brief overview. With that, let me hand it over to Dan to talk about our financial results.

Thanks, Chris. Good morning, everyone. I'll start off with the third quarter highlights. You'll recall that GAAP EPS revenues include purchased gas costs and that natural gas commodity prices have decreased significantly year-over-year. So, on a GAAP basis, we had revenues for the quarter of $411.3 million compared to $434.6 million in the third quarter of last year. Similar to last quarter, the largest contributor to the decrease in revenues for the third quarter was the recovery of lower purchased gas commodity prices, with purchased gas costs decreasing by $35.5 million from the same period last year. Our Regulated Water segment contributed $310.6 million, and our Regulated Natural Gas segment contributed $94.8 million. Incremental revenues from regulatory recoveries and water and wastewater customer growth contributed positively, offsetting lower purchased gas costs and lower volume in the water segment for the quarter. O&M expenses decreased 2.9% to $147 million for the quarter, down from $151.4 million in the same quarter of last year. Lower employee-related costs and lower recoverable costs related to our natural gas segment customer rider were the primary drivers of the decrease and were offset by higher water production costs and operating expenses related to acquired systems. Net income was up year-over-year from $68.6 million to $80.1 million, and GAAP EPS was up approximately 15% from $0.26 in the third quarter last year to $0.30 for the quarter this year. Next, let's look at the waterfall slides starting with revenue. In the third quarter of 2023, revenues decreased by $23.4 million or 5.4% on a GAAP basis. Starting on the left-hand side of the waterfall, regulatory recoveries added $14.1 million in revenues year-over-year. This includes impacts of base rate cases and other regulatory proceedings across all nine states in our current footprint. Next, organic and acquisition growth from our regulated water segment provided an additional $3.2 million, and other items combined with increased volumes from our regulated natural gas segment added an additional $0.4 million towards the third quarter revenues. Natural gas commodity prices have continued to decline from the significantly elevated prices in 2022, and therefore, when compared to the third quarter in 2022, the primary driver of the decrease in revenues for the quarter was the recovery of $35.5 million less in purchased gas costs. Lastly, decreased water volumes of $5.7 million from our regulated water segment also contributed to the reduction in revenues. Now, let's walk through the operations and maintenance expenses. Operations and maintenance expenses were $147 million for the third quarter, a decrease of 2.9% compared to $151.4 million for the same period in 2022. Increased production costs related to chemicals, purchased water, and purchased power contributed $3.2 million in incremental cost for the quarter, and operating expenses from newly acquired systems in our regulated water segment added another $1.7 million. These were offset by lower employee-related costs of $6.3 million, which were related to the incremental pension contributions and an accrual for one-time incentive compensation for non-officer level employees in the third quarter of last year. The gas customer rider, which is recoverable, through a revenue surcharge decreased by $2 million due to lower commodity prices in our regulated natural gas segment. Finally, other items, which include depreciation, interest and taxes, and lower bad debt combined decreased O&M expenses for the quarter by another $900,000. Next, let's spend a minute on the earnings per share waterfall. Beginning on the left side of the slide, GAAP EPS for the third quarter of 2022 was $0.26. Regulatory recoveries contributed $0.038. Lower O&M expenses contributed another $0.013, while organic and acquisition growth from our regulated water segment added $0.04. These were offset by decreased volume from our regulated water segment of $0.15 and other items of $0.002. The result is GAAP EPS of $0.30 for the third quarter of 2023, a 15.4% increase over last year. We continue to expect to meet our annual earnings per share guidance for the year and remain confident in our ability to deliver on the 5% to 7% earnings growth per share. Before moving on, you may also recall that in August and September we agreed to issuances of common stock at market pricing to raise approximately $300 million. With this, in addition to the equity raise earlier in the year through our ATM program, we've satisfied our 2023 common equity needs that were previously announced. Additionally, in August of 2023, the company's regulated water segment subsidiary Aqua Pennsylvania issued $225 million of first mortgage bonds. The bonds consisted of $175 million of 5.48% first mortgage bonds due in 2053 and $50 million of 5.56% first mortgage bonds due in 2061. The proceeds from these offerings, both the equity and debt offerings, will go to repay existing indebtedness and for general corporate purposes, which include capital expenditures and acquisitions. As Chris mentioned earlier, we announced two portfolio rationalization efforts to further simplify the business. First, we completed the sale of the West Virginia Natural Gas utility assets, which allows us to better focus on our core operations. Second, with the more recent news of a $165 million binding agreement to sell three non-utility energy projects in Pittsburgh, this transaction is subject to various closing conditions, so we'd expect it to close in late 2023 or early 2024. We plan to use the proceeds to finance our capital program and acquisitions in lieu of external funding from equity and debt issuances. I'm pleased to report that while there will be a nearly $100 million gain, we expect to meet our current stated earnings guidance without factoring that in, presuming normal weather and resulting gas usage. Under regulatory activity and other matters, so far in 2023, we completed rate cases or surcharge filings in all nine states in our current footprint, with the total annualized revenue increase of $42.4 million for our regulated water states and $21.3 million in our regulated natural gas segment. We currently have base rate cases underway in Ohio and Virginia for our regulated water segment. As previously announced, we plan to file a base rate case for our Pennsylvania natural gas utility by the end of the year. As a reminder, this is the first Pennsylvania natural gas rate case filed under our ownership, the first rate case since the adoption of tax repair in the gas business, and also the first case in which there will be a request for weather normalization, a mechanism that several of our peers have today. Given that we've replaced over 450 miles of pipe in Pennsylvania across our gas footprint, the rate base at Peoples has grown significantly, while our system has become safer and more reliable and our greenhouse gas emissions have meaningfully declined. Lastly, I want to remind everyone that Pennsylvania allows base rate cases to be filed using a fully projected future test year. Therefore, we anticipate recovering the impacts of rising interest rates and inflation through much of 2025. With that, I'll hand it back over to Chris.

Thanks, Dan. Let's take a moment to talk about our water and wastewater acquisition program. As a reminder, with the closing of four transactions early in the third quarter, we've acquired seven systems so far this year, adding over 11,000 customer equivalents to our current water and wastewater footprint. Let me remind you again that these acquisitions don't necessarily come at full earnings. In August of 2022, we acquired the East Whiteland wastewater assets in Pennsylvania, which was then subsequently appealed by the Office of the Consumer Advocate to the Pennsylvania Commonwealth Court. In July of 2023, the Commonwealth Court issued a decision to overturn the PUC order approving the acquisition. Just last month, the company, the PUC, and the East Whiteland team then appealed the Commonwealth Court's July order to the Pennsylvania Supreme Court and we're currently awaiting to hear if the Pennsylvania Supreme Court will hear the case. In the meantime, we'll continue to own and operate the East Whiteland system until we hear from the Supreme Court. We'll continue to work with regulators and stakeholders to attempt to make improvements to the fair market value process to bring more clarity to the rules and to ensure it brings value to all of those impacted by the process. All right. On to the next slide here. Let's take a minute to review our pending transactions and our acquisition pipeline. As of this call, we have five signed asset purchase agreements in two states; Pennsylvania and Illinois, where we currently have existing water operations. You may recall in the second quarter we announced the agreement for the Greenville Wastewater System in Pennsylvania. More recently, we announced the agreement to acquire the Green Water System, which has 3,000 customer connections. Collectively, these five acquisitions are expected to add over 211,000 customers or customer equivalents and total nearly $354 million in purchase price. We continue to see a strong and healthy pipeline of opportunities for additional growth and we're currently engaged in active discussions with municipalities that have over 400,000 water and wastewater customers. Before moving on, I just want to note that the DELCORA regulatory process continues to be under a stay by the federal bankruptcy court, and we remain confident that we will ultimately close the DELCORA transaction despite the lack of a clear timeline. As we stated on our last quarter's call, we've removed any impact from our guidance from DELCORA prior to the second half of 2025. Let's wrap up by reaffirming the guidance for 2023. We continue to expect earnings to be between $1.85 and $1.90 per share and remain confident that our three-year earnings per share growth will be 5% to 7% through 2025 extension, excluding any gain associated with the sale of the energy projects and assuming, of course, normal weather. Our capital plans remain on track for the year as we expect to invest approximately $1.1 billion, or maybe even a little better than that. We continue to expect rate base growth to be between 6% and 7% for water and between 8% and 10% for natural gas with customer growth between 2% and 3% on average for water and stable for natural gas excluding the sale of West Virginia. Finally, we remain committed to our ESG targets, commitments and initiatives. We welcome you to take a look at the recently published 2022 ESG report and updated ESG website. We are currently discussing our plans for providing 2024 guidance and our approach and timing. Similar to past years, our Board doesn't meet until mid-December where they will approve the budget. That concludes our formal remarks. With that, I'd like to open it up the line for questions. Back to you, Sergey.

Thank you. The first question comes from Julien Dumoulin-Smith from Bank of America. Please go ahead.

Hey, Julien.

Good morning, Julien.

Hey, good morning, Chris and team. Pleasure to be here. Maybe just to come back to where you started this call; I mean obviously, there's a certain degree of frustration. Obviously, you've got multiyear guidance out there. How do you think about responding to the current environment? Again, I just hear your frustration in your voice, at the same time providing perhaps even further extended guidance and a refresh could be still pending for a bit here considering the upcoming case. But I wanted to put it back on you as far as incremental data points that could help derisk or provide a longer-term refresh on the outlook, if you will.

I believe we have shared our views quite extensively. I want to express my optimism despite the challenges we are facing in the utility industry, which we all recognize. We acknowledge the headwinds we are encountering. We will be working on improving the regulatory process in Pennsylvania. Litigation can be frustrating, and you're correct to sense that frustration in my voice. Nevertheless, our fundamental earnings from our capital program are very solid, and we continue to excel in favorable regulatory conditions. We feel confident about our core business and our capacity to achieve earnings growth, even in a challenging environment for utilities. I will wrap up with my optimism. Dan, do you have anything to add?

The only thing I'd add, Julien, is that like all utilities, we're obviously facing interest rates and inflation. I think, as utilities in general, we'll respond to that by having more frequent regulatory filings.

Yeah, no, indeed. All right, a couple of follow-ups there on a more specific basis. The $165 million pending for the non-utility projects can you talk a little bit about the timing element here and how that fits into your financing plan on the expense, to which that does or does not close here in the near-term or what have you? Just again, maybe that's more of a Dan than a Chris question here.

Yeah, Julien, I think that could close late 2023 or early 2024. So either side of the end of the calendar year here would not really change how we think about it from a financing perspective.

Yeah, and you're excluding the gain anyway from your core earnings numbers. All right, fair enough. And then just coming back on this Pennsylvania case; I mean, obviously, it's been a minute since you all filed here and obviously, it's a new owner, etc. I mean, how are you thinking about the rate increase and the impact on customers as it stands right now? I mean, you've done a lot of investment obviously; there are potentially some degree of benefits that could go back to customers as well to mitigate it. Any updated thoughts?

Yeah, Julien, I guess I'd say we're still in the process now. It's clearly an important case for us. We've been out for five years. It's the first case since we bought the gas business. This case combines both the Peoples Gas business and the Peoples Natural Gas business as we did a filing to combine those entities. It will have significant rate base additions in the case, so we invested a lot of capital here. As we think about the fully projected future test year in this case that we're going to file versus the last case, the increase in rate base is about $1.9 billion. Now that includes about $300 million that came across from the Peoples Gas business into Peoples Natural Gas, but it's still a very significant capital investment that we'll be filing for here. This is the case too, Julien, as a reminder, that really incorporates the benefits of the tax repair. We've had this tax repair scenario for the last few years. We're going to continue to invest capital that’s repair eligible going forward, which lowers the effective tax rate, and that low effective tax rate will be incorporated into the rate; so it will benefit customers and help to mitigate what would otherwise be the anticipated increase here tied to the capital. Of course, I don't want to say there is not an increase here, but that repair benefit will help to moderate that increase. We're still working through the specifics here. We'd expect the equity layer in this case to be consistent with our cases we filed for water in Pennsylvania as well as what Peoples had filed previously for gas. In terms of the ROE ask and the revenue requirement increase, that's something we're still working through in this case process. So standby, as we file that, you'll see the details of that in the filing.

Dan, just maybe one adder to that on affordability. When you think about rates, fortunately, where we sit on Marcellus Shale, our commodity price is better than most, right? As we know, if you look at the spot market, natural gas is in a pretty good place right now in terms of pricing. Julien, when you look even a decade ago before directional drilling, rates were higher than they are today. If you look at a year or so ago, when rates spiked, our rates are better today as well. We're in a pretty good position with our customers. Having said that, we also have significant safety net programs in place. In fact, our safety net last year was in the range of $35 million that we helped customers who couldn't afford our bills. So, I think we're in a really good place. This is a capital case, largely capital case. I mean, there’s an inflation element, no doubt, but this is largely a capital case. I think our rates are in a pretty good place.

Got it. Excellent. Sorry, last quick one just maybe to bring it home. Year-to-date obviously, employee costs are trending well here in terms of cost benefits? And then also tax. I mean how are you tracking against the full year to flag the big deltas there that are favorable for you, especially tax?

Yeah. Well, certainly, we've had—and as you know we had a warm winter. So the first quarter was tough in terms of the gas business. We've had some nice pick up since then; some things have broken in our direction in terms of operating expenses, in terms of weather later in the call it the second quarter for the gas business, a little bit of a pickup there. We had a purchase water pass-through pickup in Texas that I think I talked about on the last call. Certainly, this natural gas safe harbor has been beneficial because what it's done is really increased the eligibility of the pipe that we put into the ground. The more of that pipe is eligible for the tax repair benefit, and that's certainly been helpful here as well in terms of making up for what we saw in the first quarter and helping us to get into that guidance range for full year, presuming again, as Chris said, that we've got normal weather here in November and December.

Really appreciate it. Appreciate the time, guys.

Thanks, Julien.

Thanks, Julien.

Good morning, team. Thank you for addressing my questions. Could you provide more clarity regarding the rate case filings? Specifically, how should we interpret disclosures about long-term earnings growth guidance? Can we expect this information in December or during the Q4 call? Any details on timing would be appreciated.

Yeah, I think what we'll do on that, Durgesh, is provide guidance consistent with what we've done over the past few years, which is sort of a January-February timing there.

As I mentioned, Durgesh, our Board meets in the next couple of weeks, actually mid-December, and we don't approve the budget until then. So we'll provide guidance as Dan said on our normal schedule.

Okay. Got you. I just want to make sure there were no changes there, given the rate filing. It sounds like even if you're going to follow basically what you've done in past years.

Yes.

Okay. Perfect. And then just can you talk about the PFOS, PFAS? I think in the last call you might have highlighted $350 million in incremental capital opportunity, if I captured that correctly. How has that view evolved or changed? Do you see that as potentially raising your capital; like your $1.1 billion run rate capital going forward? Just any color that you can share there, please.

Yes, sure. I mentioned that we've now upped our estimate from $350 million to $450 million. It will increase our spend. However, what we've also said is we continue to look at our capital budget and opportunities to displace other projects that maybe don't have the same level of urgency as the PFAS mitigation does. Therefore, we don't see it as a material change to our capital guidance and spend over the next few years. Having said that, listen, $450 million to mitigate PFAS is a big deal. It's several sets of projects right as you do it across the company. It will be time, energy, and cost, but we just don't see it as a major addition to the capital budget.

That's perfectly clear. Thanks, guys. I appreciate you giving me time.

Take care, Durgesh.

Hey, good morning. Yes. Following up there on PFAS, just has anything changed about the timing of potentially getting proceeds from the legal arena to offset the PFAS investments? I guess the consequence of that would be that you're thinking about PFAS as more of a rate base eligible investment at this point?

Yes. As we think about the recoveries from lawsuits again considering the 3Ms and so forth, we have some key decisions to be made. The whole industry, actually, does so early in December here. Those decisions are whether to stay in with the group, with the class action, or do you separate and see if you can do better on your own. Those decisions are currently under discussion and we're no exception. The prevailing thought is that if we stay in and get our piece of some of those settlements, it would be paid out over a 10-year period. The capital that we would spend, Gregg, would be largely done and invested and recovered before the main portion of the proceeds of a settlement would come through. Whether that ends up being an offset to operating costs or how we would account for it is yet to be decided, but I think that's generally how we think about it.

And how does the PFAS capital investment relate to your capital budgeting plan and guidance?

Yes, it's embedded and we'll, of course, update it. But we don't see a material change to our overall capital budget. We're always measuring ourselves against affordability. We may spread some of the projects that are in our current plan out, a little bit further—not bad for investors, but short term focus more on PFAS in that capital budget. I'm not saying there won't be any increase, but it won't be material.

Hi. Good morning, team. Thanks for squeezing me in. A lot of my questions have already been asked. But just kind of curious, was the Q3 2023 weather below normal? Or was Q3 2022 just above normal making the quarter-over-quarter comps tougher on the water side?

I guess, I would think about it on a state-by-state basis. So, we certainly had in our northern states, a little bit rainier weather. I would attribute less water usage to that. In our southern states though, we had higher consumption in both Texas and North Carolina indicating that weather there was a little better than normal. So, it's geographically specific.

Okay. But overall, I mean with the North being a lot bigger it was...

Yes.

Did you have to do more on the O&M expense mitigation side in Q3 to catch up or did the measures you already had in place work for you?

Well, I think as we've been talking about in these calls since the beginning of the year, we are really trying to have laser focus on our operating expenses this year. It's always been part of our culture, but ensuring that it's a daily focus for our operating team. I would say we've just continued more of the same in that regard.

Okay. And then in terms of the East Whiteland proceeding, does the fact that the case has now been appealed to the Supreme Court mean that the lower court denied the request for rehearing? And then, what happens if the Supreme Court doesn't hear the case or upholds the lower court's order?

Yes, yes, to your first question. That's why it's going to Supreme Court and we've asked for an audience there. If the Supreme Court were to not take it or rule against us, I think the same effect would be that the lower court ruling would stand.

And then the DELCORA transaction; somehow, who owns it if East Whiteland doesn't want to own it?

Yes. Here's how to think about it pragmatically: we would probably need to just refile, and we have to articulate the affirmative benefits; if you will, what the office of the consumer advocate is really picking apart in the case is the fact that, in their mind, the commission didn't articulate those affirmative benefits in the case. They felt that we didn't go far enough in articulating or didn't articulate to the satisfaction of the OCA the benefits. We believe we did in our filing. It would probably be a refiling and whether there'd be a negotiation or some kind of settlement discussion with the OCA. I don't want to put words in the OCA's mouth, but when a township doesn't want the utility back, we've found plenty of opportunity to make improvements. If it had to go back, it would have to be refinanced at higher rates; that would be bad for the township. An unwind is not favorable for anybody. There's an opportunity for settlement. Some of that, Jonathan, could be tied up in hopefully what's a further discussion with the commission on how do we make fair market value a process that feels fair to everybody, including the office of the consumer advocate and various customers who have strong feelings about this as well. I see it as an intertwined effort here. Does that make sense?

Yes, that does. But how long does it take for the Supreme Court to let you know if you're taking up the case and then ruling? Would it be easier to almost go down that re-filing or re-approval path instead?

Well, it might be. I think just letting the court decisions stand as it currently sits is not ideal for the industry. Not to say we couldn't figure it out. What it does say is we've got to be more sharply focused on impacts to customers, and on the various issues we've got to articulate as affirmative public benefits of the transaction. That’s really what the net effect is. I would leave you with this, Jonathan: we're not going to just sit and let the court play out. We are going to actively work with the commission, the OCA, and other parties to see if we can really come to some terms here that makes sense going forward because it has general effects on the industry and ability to do these transactions in an efficient way.

Yeah, that makes sense. Okay. I appreciate your taking the time and looking forward to catching up next week.

Yeah, looking forward to it.

Thank you. And Ryan Connors from Northcoast Research. Please go ahead.

Hey, Ryan.

Good morning, Ryan.

Thanks for fitting me in. Hey, guys. Just—most of my stuff has been answered as well, but I did want to get your take on—the new DSIC ROE set in Pennsylvania with water set below gas and electric. There was a four to one vote, and the dissenting commissioner did have some pretty strong words about that being a negative for water utilities in terms of competing with other states' capital and that sort of thing. Any take on that decision and both the tactical impact on earnings and the bigger picture thoughts there?

I have a couple of thoughts, and Dan might have some additional insights as well. First, it's important to note that we are currently still below our last rate case return on equity. This return on equity does not affect Aqua at the moment, although it will in the future. Secondly, the recent decision regarding the Distribution System Improvement Charge was to keep it unchanged, without any increase. Commissioner Younora believed it should have been raised similarly to the electric rate, and we agree with that perspective. The commission is evaluating various factors and will make their decisions accordingly. We remain optimistic about the overall return on equity we could achieve in this case. However, these decisions are considered by the commission as they analyze the data before making each decision. Dan, do you have anything to add?

I think you generally covered it, Chris, but I would add and maybe just clarify the reason that we're still under our prior ROE or rate case ROE, if you will, is because we had a litigated outcome in that case. That trumps the DSIC ROE that's been stated here by the commission. But as you know, it's a bit of a tale of two cities on these DSIC ROEs. On the gas side, the ROE is nicely above 10%; I think it's 10.15%, while that water ROE has been dropped. So as we go into the gas rate case for a DSIC ROE of 10.15%, I think we feel pretty good about our ability to achieve a nice outcome concerning ROE in this upcoming case.

Yes. Okay. That's very helpful color. And then sticking with the gas side, Dan, so West Virginia divested. What about Kentucky? Is that any shift in the thinking there? Or is that Kentucky piece big enough where you consider that to be core?

Yes. The Kentucky piece is a nice subsidiary. It's like any of our water subsidiaries, and we view that to be core to the business that we have.

And I was just in Kentucky last week, Ryan, and we think the commission is a constructive commission down there. We met with all the commissioners, and we would actually like to grow in the water business down there. It's a relatively new state for us, but there’s an opportunity for some growth down there as well.

Yes. Okay. And then finally, I appreciate your comments, Chris, on the tragic incident. It must be very tough for everybody involved. In terms of what that says about the big picture for gas, one of the ironies is you mentioned earlier, the gas traded at a discount to water in terms of the stock price, but rate base growth is actually faster than water. I would imagine that even though the company is not culpable, that really heightens the focus on many investments that need to be made and the type of thing that can happen if those investments aren't made. Does that kind of just reinforce the rate base growth outlook that's above—it's above water? And just what are your thoughts on that in terms of just that rate base growth in gas relative to electric?

Yes. Listen, as a general theme, I think that's right. This specific case as determined by the fire marshal was work being done inside a home and not our equipment or our pipe. I just want to make that clarification. But generally, yes, the safer the system and the more environmentally friendly the system is, the better off we all are as a society, better off we are as a company, and the better off our customers are as well. That's why we continue to be laser-focused on meeting our LTIP work as outlined by the PUC and implementing the miles and miles of pipeline replacement that we've already accomplished, and that we plan to do in our upcoming three to five years. That work, coupled with some other work we're trying to do around hydrogen and other innovative ideas, I think will come together and hopefully make it even more environmentally friendly in the future and safer.

Got it. Thanks for your time today.

You got it. Thank you.

Take care.

Thank you. With this, I'd like to hand the call back over to Chris Franklin for any additional or closing remarks. Over to you, sir.

As always, we're available for follow-up. I really appreciate your time and questions today. But Brian, Renee, Dan, and myself are all available for follow-up questions at your convenience. Have a great day.

Thank you. This concludes today's conference call. Thank you for your participation. Ladies and gentlemen, you may now disconnect.