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FORM10-K (Mark One)þANNUAL REPORT PURSUANT TO SECTION 13 or 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember31, 2024Or¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from __________ to __________Commission File number1-6659 ESSENTIAL UTILITIES, INC.(Exact name of registrant as specified in its charter) Pennsylvania23-1702594(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)762 W Lancaster Avenue,Bryn Mawr,Pennsylvania19010-3489(Address of principal executive offices)(Zip Code)(610)527-8000(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None.Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.þYes¨No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.¨YesþNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.þYes¨No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).þYes¨No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “small reportingcompany,” and “emerging growth company” in Rule 12(b)-2 of the Exchange Act.: Large accelerated filerþNon-accelerated filer¨Emerging growth company¨If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for Accelerated filer¨Small reporting company¨ complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.þ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.¨ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D.1(b).¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).¨YesþNo The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June30, 2024:$10,196,364,496 The number of shares outstanding of the registrant’s common stock as of February24, 2025:274,922,770 DOCUMENTS INCORPORATED BY REFERENCE (1) Portions of the definitive Proxy Statement, relating to the 2025 annual meeting of shareholders of registrant, to be filed within 120days after the end of the fiscal year covered by this Form 10-K, have been incorporated by reference into Part III of this Form 10-K TABLE OF CONTENTS Part I PageItem 1.Business1Item 1A.Risk Factors17Item 1B.Unresolved Staff Comments34Item 1C.Cybersecurity34Item 2.Properties35Item 3.Legal Proceedings35Item 4.Mine Safety Disclosures35Part IIItem 5.Market for the Registrant’s Common Stock, Related Stockholder Matters and IssuerPurchases of Equity Securities36Item 6.Reserved36Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations37Item 7AQuantitative and Qualitative Disclosures About Market Risk59Item 8.Financial Statements and Supplementary Data60Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure112Item 9A.Controls and Procedures112Item 9B.Other Information113Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections113Part IIIItem 10.Directors, Executive Officers and Corporate Governance113Item 11.Executive Compensation114Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters114Item 13Certain Relationships and Related Transactions,




