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00017339980000073020falsefalse0001733998nwn:NorthwestNaturalGasCompanyMember2024-02-232024-02-2300017339982024-02-232024-02-23

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

February 23, 2024
Date of Report (Date of earliest event reported)

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NORTHWEST NATURAL HOLDING COMPANY NORTHWEST NATURAL GAS COMPANY
(Exact name of registrant as specified in its charter)  (Exact name of registrant as specified in its charter) 
Commission file number  1-38681 Commission file number 1-15973
Oregon 82-4710680 Oregon 93-0256722
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
250 S.W. Taylor Street 250 S.W. Taylor Street
 Portland , Oregon 97204  Portland , Oregon 97204
(Address of principal executive offices)   (Zip Code) (Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (503) 226-4211 Registrant’s telephone number, including area code: (503) 226-4211
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Registrant Title of each class Trading Symbol
Name of each exchange
on which registered
Northwest Natural Holding Company Common Stock NWN New York Stock Exchange
Northwest Natural Gas Company None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Northwest Natural Holding Company Emerging growth company
Northwest Natural Gas Company 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 complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 2.02 Results of Operation and Financial Condition
On February 23, 2024, Northwest Natural Holding Company (NW Holdings) issued a press release announcing its earnings for the quarter and year ended December 31, 2023. A copy of the press release is attached as Exhibit 99.1.

The information contained in this Item 2.02 and in the accompanying exhibit shall not be incorporated by reference into any filing of NW Holdings or Northwest Natural Gas Company (NW Natural), whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this Item 2.02, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Forward-Looking Statements
This press release, and other presentations made by NW Holdings from time to time, may contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "anticipates," "assumes," “continues,” “could,” "intends," "plans," "seeks," "believes," "estimates," "expects" and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements regarding the following: plans, objectives, assumptions, estimates, expectations, timing, goals, strategies, commitments, future events, investments, timing and amount of capital expenditures, targeted capital structure, risks, risk profile, stability, acquisitions and timing, approval, completion and integration thereof, the likelihood and success associated with any transaction, utility system, technology and infrastructure investments, system modernization, reliability and resiliency, global, national and local economies, customer and business growth, continued expansion of service territories, customer satisfaction ratings, weather, performance and service during weather events, customer rates or rate recovery and the timing and magnitude of potential rate changes and the potential outcome of rate cases, including our Oregon general rate case, environmental remediation cost recoveries, environmental initiatives, decarbonization and the role of natural gas and the gas delivery system, including decarbonization goals and timelines, energy efficiency measures, use of renewable sources, renewable natural gas purchases, projects, investments and other renewable initiatives, including the construction of RNG facilities, and timing, magnitude and completion thereof, unregulated renewable natural gas strategy and initiatives, renewable hydrogen projects or investments and timing, magnitude, approvals and completion thereof, procurement of renewable natural gas or hydrogen for customers, technology and policy innovations, strategic goals and visions, water, wastewater and water services acquisitions, partnerships, and investment strategy and financial effects of water, wastewater and water services acquisitions, expected growth and safety benefits of facility upgrade investments, diversity, equity and inclusion initiatives, operating plans of third parties, financial results, including estimated income, availability and sources of liquidity, expenses, positions, revenues, returns, cost of capital, timing, and earnings, earnings guidance and estimated future growth rates, future dividends, commodity costs and sourcing, asset management activities, performance, timing, outcome, or effects of regulatory proceedings or mechanisms or approvals, regulatory prudence reviews, anticipated regulatory actions or filings, accounting treatment of future events, effects of legislation or changes in laws or regulations, effects, extent, severity and duration of epidemics and pandemics, and any resulting economic disruption therefrom, geopolitical uncertainty and other statements that are other than statements of historical facts.

Forward-looking statements are based on current expectations and assumptions regarding its business, the economy, geopolitical factors, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual results may differ materially from those contemplated by the forward-looking statements. You are therefore cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future operational, economic or financial performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are discussed by reference to the factors described in Part I, Item 1A "Risk Factors", and Part II, Item 7 and Item 7A "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosure about Market Risk" in the most recent Annual Report on Form 10-K and in Part I, Items 2 and 3 "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures About Market Risk", and Part II, Item 1A, "Risk Factors", in the quarterly reports filed thereafter, which, among others, outline legal, regulatory and legislative risks, public health risks, financial, macroeconomic and geopolitical risks, growth and strategic risks, operational risks, business continuity and technology risks, environmental risks and risks related to our water and renewables businesses.




All forward-looking statements made in this report and all subsequent forward-looking statements, whether written or oral and whether made by or on behalf of NW Holdings or NW Natural, are expressly qualified by these cautionary statements. Any forward-looking statement speaks only as of the date on which such statement is made, and NW Holdings and NW Natural undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. New factors emerge from time to time and it is not possible to predict all such factors, nor can it assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
See Exhibit Index below.

EXHIBIT INDEX
 
Exhibit
Description
104 Inline XBRL for the cover page of this Current Report on Form 8-K.



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company and its subsidiaries.

NORTHWEST NATURAL HOLDING COMPANY
(Registrant)
Dated: February 23, 2024 /s/ Brody J. Wilson
Chief Financial Officer, Vice President, Treasurer, and Chief Accounting Officer
NORTHWEST NATURAL GAS COMPANY
(Registrant)
Dated: February 23, 2024 /s/ Brody J. Wilson
Chief Financial Officer, Vice President, Treasurer, and Chief Accounting Officer



EX-99.1 2 a991pressreleaseq42023.htm EX-99.1 Document

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Exhibit 99.1



For Immediate Release                                        
Feb. 23, 2024

NW Natural Holdings Reports Fourth Quarter and Full Year 2023 Results
Initiated 2024 earnings guidance and reaffirmed long-term EPS growth rate target of 4-6%
PORTLAND, ORE. — Northwest Natural Holding Company, (NYSE: NWN) (NW Natural Holdings), reported financial results and highlights including:
•Reported net income of $93.9 million (or $2.59 per share) for 2023, compared to net income of $86.3 million (or $2.54 per share) for 2022
•Invested $327.3 million in our utility systems to support greater reliability and resiliency
•Added over 15,000 gas and water utility connections in the last 12 months for a combined growth rate of 1.8% as of Dec. 31, 2023 mainly driven by strong water acquisitions and combined organic growth
•Scored second in the West for customer satisfaction among large utilities in the 2023 J.D. Power Gas Utility Residential Customer Satisfaction Study, making this the 20th consecutive year customers have ranked NW Natural among the top two large gas utilities in the Western United States
•Filed an Oregon general rate case for NW Natural requesting a $154.9 million revenue requirement increase to support system investments and cost increases
•Signed agreements providing NW Natural exclusive rights to construct a renewable natural gas (RNG) facility at Waste Management's (DBA WM, NYSE: WM) landfill in East Wenatchee, Washington and obtain a 20-year RNG supply from the facility once constructed
•Reduced residential rates in Oregon by 9% beginning Nov. 1, 2023 related to NW Natural's Purchased Gas Adjustment (PGA) mechanism. Customer bills remain lower today than they were 15 years ago, as we continue to provide affordable and reliable energy
•Closed four water utility acquisitions in 2023, launched our water services business and continued to increase our investment in the largest privately owned water utility in Oregon
•Honored as one of the 2023 World's Most Ethical Companies® by Ethisphere for the second year in a row1
•Increased our dividend for the 68th consecutive year to an annual indicated dividend rate of $1.95 per share
•Initiated 2024 earnings guidance in the range of $2.20 to $2.40 per share and reaffirmed long-term earnings per share growth rate target of 4% to 6% from 2022 through 2027. 2022 earnings per share were $2.54

"For over 165 years, NW Natural Holdings has provided essential energy to the communities it serves. We've demonstrated our unwavering commitment to safety, service and our constant focus on the future, while delivering strong financial performance," said David H. Anderson, CEO of NW Natural Holdings. "Looking forward, 2024 is an important year for us as we're making substantial investments in our gas and water utility systems to provide continued safe and reliable service for our customers. Growth is not always linear and in certain years the focus will be on initiatives that set the stage for future growth. This increased level of investment and inflationary impacts on operating costs magnifies the effect of normal recovery lag in our gas utility business model in 2024, and that's why we've filed a general rate case in Oregon. We expect new rates in November 2024. We remain focused on executing our long-term growth plan and providing value to customers, employees and shareholders. I remain confident in our long-term earnings per share growth target of 4% to 6% from 2022 through 2027, off a base year earnings per share of $2.54 in 2022."

For 2023, NW Natural Holdings reported net income of $93.9 million (or $2.59 per share), compared to $86.3 million (or $2.54 per share) for 2022. Results reflected new rates in Oregon and Washington for our natural gas utility, customer growth and lower pension expense, partially offset by higher operations and maintenance expenses and interest expense.




1


Net income from our other activities decreased primarily due to higher interest expense. Earnings per share were also affected by issuing common shares in 2023.

1 “World’s Most Ethical Companies” and “Ethisphere” names and marks are registered trademarks of Ethisphere LLC


KEY INITIATIVES AND EVENTS

NW Natural Files an Oregon General Rate Case
On Dec. 29, 2023, NW Natural filed a request for a general rate increase with the Oregon Public Utility Commission (OPUC). The filing includes a requested $154.9 million annual revenue requirement increase and an increase in average rate base of $381 million compared to the last rate case driven by long-planned investments related to safety, reliability, and information technology upgrades. NW Natural's filing will be reviewed by the OPUC and other stakeholders. The process is anticipated to take up to 10 months with new rates expected to take effect Nov. 1, 2024.

NW Natural Signs Agreement for RNG Facility in Washington State
NW Natural and WM have signed an agreement that gives NW Natural exclusive rights to construct and operate an RNG facility at WM's landfill in East Wenatchee, Wash., for a term of 20 years. We anticipate the new facility could begin generating RNG in late 2025, providing NW Natural a 20-year supply of RNG from the facility once constructed.

NW Natural Water Continues Expansion of Water and Wastewater Utility Business
In 2023, NW Natural Water closed four acquisitions in three states including expanding its presence in Arizona with an acquisition in Peoria, Arizona, a major suburb northwest of Phoenix. In total, the acquisitions added approximately 6,200 customers in 2023. In June 2023 and January 2024, NW Natural Water increased its ownership investment in Avion Water Company. Currently NW Natural Water owns 45.6% of Avion, which serves approximately 15,000 customer connections in and around Bend, Oregon. In total, NW Natural Water serves over 180,000 people through approximately 73,000 connections across five states.

NW Natural Water Launches a Water Operations & Maintenance Services Business
Today NW Natural Water provides services to nearly 20,000 connections. NW Natural Water launched its services business in April 2023 and completed a second acquisition in October 2023. This business provides operations and maintenance services to water and wastewater system owners and works to create value by leveraging shared personnel, technology and expertise to support delivery of clean, reliable water at a reasonable cost.

ANNUAL RESULTS
We primarily operate through our natural gas distribution segment, which is operated through a regulated utility and principally engaged in the delivery of natural gas to customers in Oregon and southwest Washington. The segment also includes the portion of the Mist underground storage facility used to serve gas utility customers, the North Mist gas storage expansion, and RNG development and procurement for the utility.

Other business activities are reported through "Other" results and primarily include Interstate Storage Services and third party asset management services for the Mist facility in Oregon; NW Natural Water, which holds our water and wastewater utility operations and continues to pursue acquisitions in the water and wastewater sector; and NW Natural Renewables, which is a competitive renewable fuels business.

The following financial comparisons are between the annual results for 2023 and 2022. NW Natural Holdings' annual results by business segment are summarized in the table below:
2023 2022 Change
In thousands, except per share data Amount Per Share Amount Per Share Amount Per Share
Net income:
Natural Gas Distribution segment $ 94,042  $ 2.59  $ 79,690  $ 2.34  $ 14,352  $ 0.25 
Other
(174) —  6,613  0.20  (6,787) (0.20)
Consolidated $ 93,868  $ 2.59  $ 86,303  $ 2.54  $ 7,565  $ 0.05 
Diluted Shares 36,265  33,984  2,281 





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Natural Gas Distribution Segment
Natural Gas Distribution (NGD) segment net income increased $14.4 million (or $0.25 per share) reflecting new rates in Oregon and Washington that went into effect on Nov. 1, 2022, partially offset by higher operating expenses.

Margin increased $69.1 million primarily due to new rates, which contributed $56.7 million; a $9.4 million higher gain from the Oregon gas cost incentive sharing mechanism due to lower than estimated gas costs; and customer growth of 0.6% over the last 12 months provided $4.6 million. Offsetting these increases, margin decreased $2.4 million due to lower usage from warmer comparative weather for customers not covered by the weather normalization mechanism. Weather was 8% warmer than average for 2023, compared to 1% colder than average for 2022.

Operations and maintenance expense increased $40.0 million as a result of higher payroll costs, information technology costs, contractor labor, higher bad debt expense, and the amortization of deferrals approved in the rate case, which is offset by revenues.

Depreciation and general taxes collectively increased by $11.4 million due to additional capital investments in the distribution system including several significant information technology projects that were placed into service in September 2022.

Other income, net reflected a benefit of $15.8 million primarily from lower pension expense, interest income from invested cash, and higher equity Allowance for Funds Used During Construction (AFUDC) interest income.

Interest expense increased $14.3 million due to higher long-term debt balances.

Income tax expense increased $4.9 million primarily due to higher pre-tax income.

Other
Net income from Other decreased $6.8 million (or $0.20 per share) reflecting $9.1 million of higher interest expense related to higher outstanding debt balances at NW Natural Holdings and NW Natural Water, offset by lower taxes of $1.4 million.

FOURTH QUARTER RESULTS
The following financial comparisons are between the fourth quarter of 2023 and 2022. NW Natural Holdings' fourth quarter results by business segment are summarized in the table below:
Three Months Ended December 31,
2023 2022 Change
In thousands, except per share data Amount Per Share Amount Per Share Amount Per Share
Net income:
Natural gas distribution segment
$ 46,522  $ 1.26  $ 47,159  $ 1.34  $ (637) $ (0.08)
Other
(1,882) (0.05) 777  0.02  (2,659) (0.07)
Consolidated $ 44,640  $ 1.21  $ 47,936  $ 1.36  $ (3,296) $ (0.15)
Diluted Shares 37,045  35,294  1,751 

Natural Gas Distribution Segment
Natural gas distribution segment net income decreased $0.6 million (or $0.08 per share) primarily reflecting higher operating expenses and interest expense, partially offset by new rates in Oregon and Washington that went into effect on Nov. 1, 2022 and higher interest income.

Margin increased $6.5 million primarily due to new rates, which contributed $7.4 million; a $2.8 million higher gain from the Oregon gas cost incentive sharing mechanism due to lower than estimated gas costs; and customer growth of 0.6% over the last 12 months contributed $0.4 million. Offsetting these increases, margin declined $4.9 million due to lower usage from warmer comparative weather for customers not covered by the weather normalization mechanism. Weather was 22% warmer than average for 2023, compared to 7% colder than average for 2022.

Operations and maintenance expense increased $9.2 million as a result of higher payroll costs; information technology costs; contractor labor; and the amortization of deferrals approved in the rate case, which is offset by revenues.





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Depreciation and general taxes collectively increased by $1.5 million.

Other income, net reflected a benefit of $4.8 million primarily from higher equity AFUDC interest income, lower pension expense, and interest income from invested cash.

Interest expense increased $1.6 million due to higher long-term debt balances.

Income taxes decreased $0.4 million due to lower pre-tax income.

Other
Net income from Other decreased $2.7 million (or $0.07 per share) as a result of $1.2 million of higher interest expense for NW Natural Water and NW Natural Holdings primarily from higher interest rates and $1.0 million of additional operating expenses associated with water purchases and treatment for our water utilities.

BALANCE SHEET AND CASH FLOWS
For 2023, the Company generated $279.9 million in operating cash flow and invested $327.3 million in natural gas utility capital expenditures to support growth, safety, and technology and facility upgrades; and water & wastewater utility capital expenditures to support growth and safety. In addition, the Company invested $7.5 million in water and wastewater acquisitions. Net cash provided by financing activities was $64.2 million for 2023 primarily due to issuing long-term debt and equity. As of December 31, 2023, NW Natural Holdings held cash of $32.9 million.

2024 GUIDANCE AND LONG-TERM TARGETS
NW Natural Holdings' reaffirmed its long-term earnings per share growth rate target of 4% to 6% compounded annually from 2022 through 2027. 2022 earnings were $2.54 per share. Holdings' 2024 earnings per share guidance is not in line with that goal primarily due to regulatory lag from our natural gas distribution segment mainly as a result of two factors. First the natural gas distribution segment is making substantial investments to provide continued safe and reliable service for our customers. This increased level of investment and the elevated investment in technology, which is shorter lived and results in higher depreciation expense, is exacerbating the regulatory lag in 2024. Second due to inflationary pressures, the natural gas distribution segment's operating expenses are increasing in 2024 because of several multi-year operations and maintenance contracts renewing, higher personnel costs, the amortization of cloud computing technology investments, and increased pension expense. These factors are part of our request in the Oregon general rate case NW Natural filed at the end of 2023. Based on Oregon statute, new rates are expected to be effective on Nov. 1, 2024.

We expect NW Natural capital expenditures for 2024 to be in the range of $350 million to $400 million and for the five-year period from 2024 to 2028 to range from $1.4 billion to $1.6 billion. We expect NW Natural Water to invest approximately $40 million in 2024 related to maintenance capital expenditures for water and wastewater utilities owned as of Dec. 31, 2023, and for the five-year period to invest approximately $120 million to $140 million.

The timing and amount of the capital expenditures and projects for 2024 or additional investments in our infrastructure during or after 2024 could change based on customer growth, significant changes in prevailing regulatory policies or outcomes, or significant local, state or federal laws, legislation or regulations, or cost estimates. Required funds for the investments are expected to be internally generated or financed with long-term debt or equity, as appropriate.

Primarily because of regulatory lag, NW Natural Holdings is initiating 2024 earnings guidance in the range of $2.20 to $2.40 per share. This guidance assumes continued customer growth, average weather conditions, and no significant changes in prevailing regulatory policies, mechanisms, or outcomes, or significant local, state or federal laws, legislation or regulations.
68 YEARS OF INCREASING DIVIDENDS
On Nov. 15, 2023, NW Natural Holdings paid its 68th consecutive annual dividend increase. In January 2024, the board of directors of NW Natural Holdings declared a quarterly dividend of 48.75 cents per share on the Company’s common stock. The dividend was paid on Feb. 15, 2024 to shareholders of record on Jan. 31, 2024. The Company’s current indicated annual dividend rate is $1.95 per share. Future dividends are subject to board of director discretion and approval.

CONFERENCE CALL AND WEBCAST
As previously announced, NW Natural Holdings will host a conference call and webcast today to discuss its fourth quarter and annual 2023 financial and operating results.




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Date and Time:
Friday, February 23
8 a.m. PT (11 a.m. ET)
Phone Numbers:
United States 1-833-470-1428
Canada 1-833-950-0062
International 1-404-975-4839
Passcode 245162
                                                                  
The call will also be webcast in a listen-only format for the media and general public and can be accessed at ir.nwnaturalholdings.com. A replay of the conference call will be available on our website and by dialing 1-866-813-9403 in the U.S. and Canada, and +44-204-525-0658 (international). The replay access code is 746841.

ABOUT NW NATURAL HOLDINGS
Northwest Natural Holding Company, (NYSE: NWN) (NW Natural Holdings), is headquartered in Portland, Oregon and has been doing business for 165 years in the Pacific Northwest. It owns NW Natural Gas Company (NW Natural), NW Natural Water Company (NW Natural Water), NW Natural Renewables Holdings (NW Natural Renewables), and other business interests.

We have a longstanding commitment to safety, environmental stewardship and the energy transition, and taking care of our employees and communities. NW Natural Holdings was recognized by Ethisphere® in 2022 and 2023 as one of the World’s Most Ethical Companies®. NW Natural consistently leads the industry with high J.D. Power & Associates customer satisfaction scores. Learn more in our latest ESG Report at nwnatural.com/about-us/the-company/sustainability.

NW Natural is a local distribution company that currently provides natural gas service to approximately 2 million people in more than 140 communities through more than 795,000 meters in Oregon and Southwest Washington with one of the most modern pipeline systems in the nation. NW Natural owns and operates 21.6 Bcf of underground gas storage capacity in Oregon.

NW Natural Water provides water distribution and wastewater services to communities throughout the Pacific Northwest, Texas and Arizona. Today NW Natural Water serves over 180,000 people through approximately 73,000 meters and provides operation and maintenance services to an additional 20,000 connections. Learn more about our water business at nwnaturalwater.com.
 
NW Natural Renewables is a competitive business committed to leading in the energy transition by providing renewable fuels to support decarbonization in the utility, commercial, industrial and transportation sectors. Learn more at nwnaturalrenewables.com.

Additional information is available at nwnaturalholdings.com.

“World’s Most Ethical Companies” and “Ethisphere” names and marks are registered trademarks of Ethisphere LLC

Investor Contact:
Nikki Sparley
Phone: 503-721-2530
Email: nikki.sparley@nwnatural.com

Media Contact:
David Roy
Phone: 503-610-7157
Email: david.roy@nwnatural.com





5


FORWARD-LOOKING STATEMENTS
This press release, and other presentations made by NW Holdings from time to time, may contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "anticipates," "assumes," “continues,” “could,” "intends," "plans," "seeks," "believes," "estimates," "expects" and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements regarding the following: plans, objectives, assumptions, estimates, expectations, timing, goals, strategies, commitments, future events, investments, timing and amount of capital expenditures, targeted capital structure, risks, risk profile, stability, acquisitions and timing, approval, completion and integration thereof, the likelihood and success associated with any transaction, utility system, technology and infrastructure investments, system modernization, reliability and resiliency, global, national and local economies, customer and business growth, continued expansion of service territories, customer satisfaction ratings, weather, performance and service during weather events, customer rates or rate recovery and the timing and magnitude of potential rate changes and the potential outcome of rate cases, including our Oregon general rate case, environmental remediation cost recoveries, environmental initiatives, decarbonization and the role of natural gas and the gas delivery system, including decarbonization goals and timelines, energy efficiency measures, use of renewable sources, renewable natural gas purchases, projects, investments and other renewable initiatives, including the construction of RNG facilities, and timing, magnitude and completion thereof, unregulated renewable natural gas strategy and initiatives, renewable hydrogen projects or investments and timing, magnitude, approvals and completion thereof, procurement of renewable natural gas or hydrogen for customers, technology and policy innovations, strategic goals and visions, water, wastewater and water services acquisitions, partnerships, and investment strategy and financial effects of water, wastewater and water services acquisitions, expected growth and safety benefits of facility upgrade investments, diversity, equity and inclusion initiatives, operating plans of third parties, financial results, including estimated income, availability and sources of liquidity, expenses, positions, revenues, returns, cost of capital, timing, and earnings, earnings guidance and estimated future growth rates, future dividends, commodity costs and sourcing, asset management activities, performance, timing, outcome, or effects of regulatory proceedings or mechanisms or approvals, regulatory prudence reviews, anticipated regulatory actions or filings, accounting treatment of future events, effects of legislation or changes in laws or regulations, effects, extent, severity and duration of epidemics and pandemics, and any resulting economic disruption therefrom, geopolitical uncertainty and other statements that are other than statements of historical facts.

Forward-looking statements are based on current expectations and assumptions regarding its business, the economy, geopolitical factors, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual results may differ materially from those contemplated by the forward-looking statements. You are therefore cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future operational, economic or financial performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are discussed by reference to the factors described in Part I, Item 1A "Risk Factors", and Part II, Item 7 and Item 7A "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosure about Market Risk" in the most recent Annual Report on Form 10-K and in Part I, Items 2 and 3 "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures About Market Risk", and Part II, Item 1A, "Risk Factors", in the quarterly reports filed thereafter, which, among others, outline legal, regulatory and legislative risks, public health risks, financial, macroeconomic and geopolitical risks, growth and strategic risks, operational risks, business continuity and technology risks, environmental risks and risks related to our water and renewables businesses.

All forward-looking statements made in this report and all subsequent forward-looking statements, whether written or oral and whether made by or on behalf of NW Holdings or NW Natural, are expressly qualified by these cautionary statements. Any forward-looking statement speaks only as of the date on which such statement is made, and NW Holdings and NW Natural undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. New factors emerge from time to time and it is not possible to predict all such factors, nor can it assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements.





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NON-GAAP FINANCIAL MEASURES
In addition to presenting the results of operations and earnings amounts in total, certain financial measures are expressed in cents per share, which are non-GAAP financial measures. All references to EPS are on the basis of diluted shares. Such non-GAAP financial measures are used to analyze our financial performance because we believe they provide useful information to our investors and creditors in evaluating our financial condition and results of operations. Our non-GAAP financial measures should not be considered a substitute for, or superior to, measures calculated in accordance with U.S. GAAP. Moreover, these non-GAAP financial measures have limitations in that they do not reflect all the items associated with the operations of the business as determined in accordance with GAAP. Other companies may calculate similarly titled non-GAAP financial measures differently than how such measures are calculated in this report, limiting the usefulness of those measures for comparative purposes. A reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure is provided in the tables above.





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NORTHWEST NATURAL HOLDINGS
Consolidated Income Statement and Financial Highlights (Unaudited)
Fourth Quarter and Annual Period
Three Months Ended Twelve Months Ended
In thousands, except per share amounts, customer, and degree day data December 31, December 31,
2023 2022 Change 2023 2022 Change
Operating revenues $ 355,714  $ 375,253  (5)% $ 1,197,475  $ 1,037,353  15%
Operating expenses:
Cost of gas 142,475  168,222  (15) 499,837  429,635  16
Operations and maintenance 73,606  63,262  16 273,766  224,667  22
Environmental remediation 4,352  4,439  (2) 12,899  12,389  4
General taxes 10,563  10,366  2 46,248  41,031  13
Revenue taxes 14,921  15,789  (5) 48,671  41,826  16
Depreciation 32,762  31,142  5 125,581  116,707  8
Other operating expenses 1,868  806  132 5,532  3,621  53
Total operating expenses 280,547  294,026  (5) 1,012,534  869,876  16
Income from operations 75,167  81,227  (7) 184,941  167,477  10
Other income (expense), net 4,627  295  1,468 17,855  1,203  1,384
Interest expense, net 19,890  17,091  16 76,566  53,247  44
Income before income taxes 59,904  64,431  (7) 126,230  115,433  9
Income tax expense 15,264  16,495  (7) 32,362  29,130  11
Net income $ 44,640  $ 47,936  (7) $ 93,868  $ 86,303  9
Common shares outstanding:
Average diluted for period 37,045  35,294  36,265  33,984 
End of period 37,631  35,525  37,631  35,525 
Per share information:
Diluted earnings per share $ 1.21  $ 1.36  $ 2.59  $ 2.54 
Dividends paid per share 0.4875  0.4850  1.9425  1.9325 
Book value per share, end of period 34.12  33.09  34.12  33.09 
Market closing price, end of period 38.94  47.59  38.94  47.59 
Capital structure, end of period:
Common stock equity 43.5  % 42.4  % 43.5  % 42.4  %
Long-term debt 48.3  45.0  48.3  45.0 
Short-term debt (including current maturities of long-term debt) 8.2  12.6  8.2  12.6 
Total 100.0  % 100.0  % 100.0  % 100.0  %
Natural Gas Distribution segment operating statistics:
Meters - end of period 799,250  794,497  0.6% 799,250  794,497  0.6%
Volumes - therms:
Residential and commercial sales 226,558  271,289  735,755  766,592 
Industrial sales and transportation 122,007  125,548  470,919  485,745 
Total volumes sold and delivered 348,565  396,837  1,206,674  1,252,337 
Operating revenues:
Residential and commercial sales $ 310,056  $ 328,512  $ 1,015,072  $ 881,370 
Industrial sales and transportation 24,676  26,430  97,886  86,810 
Other distribution revenues 825  577  4,540  1,944 
Other regulated services 4,735  4,906  18,902  19,628 
Total operating revenues 340,292  360,425  1,136,400  989,752 
Less: Cost of gas 142,531  168,183  500,061  429,861 
Environmental remediation expense 4,352  4,444  12,899  12,389 
Revenue taxes 14,873  15,720  48,432  41,627 
Margin, net $ 178,536  $ 172,078  $ 575,008  $ 505,875 
Degree days:
Average (25-year average) 1,057  1,046  2,686  2,686 
Actual 822  1,121  (27)% 2,480  2,712  (9)%
Percent (warmer) colder than average weather (22) % % (8) % %




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NORTHWEST NATURAL HOLDINGS
Consolidated Balance Sheets (Unaudited) As of December 31,
In thousands 2023 2022
Assets:
Current assets:
Cash and cash equivalents $ 32,920  $ 29,270 
Accounts receivable 121,341  168,906 
Accrued unbilled revenue 83,138  89,048 
Allowance for uncollectible accounts (3,455) (3,296)
Regulatory assets 178,270  117,491 
Derivative instruments 11,380  194,412 
Inventories 112,571  87,096 
Other current assets 65,275  61,286 
Total current assets 601,440  744,213 
Non-current assets:    
Property, plant, and equipment 4,556,609  4,261,566 
Less: Accumulated depreciation 1,198,555  1,147,166 
Total property, plant, and equipment, net 3,358,054  3,114,400 
Regulatory assets 333,443  340,432 
Derivative instruments 431  5,045 
Other investments 102,951  95,704 
Operating lease right of use asset, net 71,308  73,429 
Assets under sales-type leases 129,882  134,302 
Goodwill 163,344  149,283 
Other non-current assets 106,239  91,518 
Total non-current assets 4,265,652  4,004,113 
Total assets $ 4,867,092  $ 4,748,326 
Liabilities and equity:
Current liabilities:
Short-term debt $ 89,780  $ 258,200 
Current maturities of long-term debt 150,865  90,697 
Accounts payable 145,361  180,667 
Taxes accrued 15,454  15,625 
Interest accrued 15,836  10,169 
Regulatory liabilities 84,962  248,582 
Derivative instruments 98,661  28,728 
Operating lease liabilities 2,333  1,514 
Other current liabilities 93,626  64,552 
Total current liabilities 696,878  898,734 
Long-term debt 1,425,435  1,246,167 
Deferred credits and other non-current liabilities:  
Deferred tax liabilities 382,673  366,022 
Regulatory liabilities 695,896  689,578 
Pension and other postretirement benefit liabilities 158,116  149,143 
Derivative instruments 28,055  20,838 
Operating lease liabilities 77,167  78,965 
Other non-current liabilities 119,034  123,438 
Total deferred credits and other non-current liabilities 1,460,941  1,427,984 
Equity:
Common stock 890,976  805,253 
Retained earnings 399,911  376,473 
Accumulated other comprehensive loss (7,049) (6,285)
Total equity 1,283,838  1,175,441 
Total liabilities and equity $ 4,867,092  $ 4,748,326 








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NORTHWEST NATURAL HOLDINGS
Consolidated Statements of Cash Flows (Unaudited) Year Ended December 31,
In thousands 2023 2022
Operating activities:
Net income $ 93,868  $ 86,303 
Adjustments to reconcile net income to cash provided by operations:
Depreciation 125,581  116,707 
Regulatory amortization of gas reserves 3,217  5,589 
Deferred income taxes 8,966  17,410 
Qualified defined benefit pension plan (benefit) expense (2,430) 5,351 
Deferred environmental expenditures, net (26,052) (18,160)
Environmental remediation expense 12,899  12,389 
Asset optimization revenue sharing bill credits (10,471) (41,102)
Other 22,972  21,558 
Changes in assets and liabilities:
Receivables, net 50,977  (76,454)
Inventories (24,105) (29,269)
Income and other taxes (1,246) 6,908 
Accounts payable (39,958) 24,508 
Deferred gas costs 52,371  12,334 
Asset optimization revenue sharing 22,637  28,937 
Decoupling mechanism (11,415) 10,922 
Cloud-based software (16,307) (23,908)
Other, net 18,445  (12,351)
Cash provided by operating activities 279,949  147,672 
Investing activities:    
Capital expenditures (327,347) (338,602)
Acquisitions, net of cash acquired (7,533) (94,279)
Purchase of equity method investment (1,000) (1,000)
Other 383  (1,579)
Cash used in investing activities (335,497) (435,460)
Financing activities:    
Proceeds from common stock issued, net 66,495  208,561 
Long-term debt issued 330,000  290,000 
Long-term debt retired (90,000) — 
Changes in other short-term debt, net (168,540) (131,300)
Cash dividend payments on common stock (67,340) (62,771)
Payment of financing fees (2,200) (912)
Other (4,207) (1,946)
Cash provided by financing activities 64,208  301,632 
Increase in cash, cash equivalents and restricted cash 8,660  13,844 
Cash, cash equivalents and restricted cash, beginning of period 40,964  27,120 
Cash, cash equivalents and restricted cash, end of period $ 49,624  $ 40,964 
Supplemental disclosure of cash flow information:
Interest paid, net of capitalization $ 80,197  $ 50,823 
Income taxes paid, net of refunds 24,263  2,779 
Non-cash activities:
Shares issued in connection with business combinations $ 12,884  $ — 
Debt assumed in connection with business combinations 3,131  — 
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents $ 32,920  $ 29,270 
Restricted cash included in other current assets 16,704  11,694 
Cash, cash equivalents and restricted cash $ 49,624  $ 40,964 




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