NORTHWEST NATURAL GAS CO
For the period ended Jun 30, 2025. Filed Aug 5, 2025.
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Jun 30, 2025 · Filed Aug 5, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to____________
| 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 ofincorporation or organization) | (I.R.S. EmployerIdentification No.) | (State or other jurisdiction ofincorporation or organization) | (I.R.S. EmployerIdentification No.) | |||||||
| 250 SW Taylor Street | 250 SW 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 | |||||
| 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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. | ||||||||||
| NORTHWEST NATURAL HOLDING COMPANY | Yes | ☒ | No | ☐ | NORTHWEST NATURAL GAS COMPANY | Yes | ☒ | No | ☐ | |
| Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). | ||||||||||
| NORTHWEST NATURAL HOLDING COMPANY | Yes | ☒ | No | ☐ | NORTHWEST NATURAL GAS COMPANY | Yes | ☒ | No | ☐ | |
| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. | ||||||||||
| NORTHWEST NATURAL HOLDING COMPANY | NORTHWEST NATURAL GAS COMPANY | |||||||||
| Large Accelerated Filer | ☒ | Large Accelerated Filer | ☐ | |||||||
| Accelerated Filer | ☐ | Accelerated Filer | ☐ | |||||||
| Non-accelerated Filer | ☐ | Non-accelerated Filer | ☒ | |||||||
| Smaller Reporting Company | ☐ | Smaller Reporting Company | ☐ | |||||||
| Emerging Growth 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. ☐ | ||||||||||
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | ||||||||||
| NORTHWEST NATURAL HOLDING COMPANY | Yes | ☐ | No | ☒ | NORTHWEST NATURAL GAS COMPANY | Yes | ☐ | No | ☒ | |
At July 25, 2025,40,938,429 shares of Northwest Natural Holding Company's Common Stock (the only class of Common Stock) were outstanding. All shares of Northwest Natural Gas Company's Common Stock (the only class of Common Stock) outstanding were held by Northwest Natural Holding Company.
This combined Form 10-Q is separately filed by Northwest Natural Holding Company and Northwest Natural Gas Company. Information contained in this document relating to Northwest Natural Gas Company is filed by Northwest Natural Holding Company and separately by Northwest Natural Gas Company. Northwest Natural Gas Company makes no representation as to information relating to Northwest Natural Holding Company or its subsidiaries, except as it may relate to Northwest Natural Gas Company and its subsidiaries.
For the Quarterly Period Ended June 30, 2025
TABLE OF CONTENTS
| PART 1. | FINANCIAL INFORMATION | Page |
|---|---|---|
| Forward-Looking Statements | 3 | |
| Item 1. | Unaudited Financial Statements: | |
| Consolidated Statements of Comprehensive Income of Northwest Natural Holding Company for the three and six months ended June 30, 2025 and 2024 | 5 | |
| Consolidated Balance Sheets of Northwest Natural Holding Company at June 30, 2025 and 2024 and December 31, 2024 | 6 | |
| Consolidated Statements of Shareholders' Equity of Northwest Natural Holding Company for the three and six months ended June 30, 2025 and 2024 | 8 | |
| Consolidated Statements of Cash Flows of Northwest Natural Holding Company for the six months ended June 30, 2025 and 2024 | 9 | |
| Consolidated Statements of Comprehensive Income of Northwest Natural Gas Company for the three and six months ended June 30, 2025 and 2024 | 10 | |
| Consolidated Balance Sheets of Northwest Natural Gas Company at June 30, 2025 and 2024 and December 31, 2024 | 11 | |
| Consolidated Statements of Shareholder's Equity of Northwest Natural Gas Company for the three and six months ended June 30, 2025 and 2024 | 13 | |
| Consolidated Statements of Cash Flows of Northwest Natural Gas Company for the six months ended June 30, 2025 and 2024 | 14 | |
| Notes to Unaudited Consolidated Financial Statements | 15 | |
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 50 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 74 |
| Item 4. | Controls and Procedures | 75 |
| PART II. | OTHER INFORMATION | |
| Item 1. | Legal Proceedings | 75 |
| Item 1A. | Risk Factors | 75 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 75 |
| Item 5. | Other Information | 76 |
| Item 6. | Exhibits | 76 |
| Signatures | 78 |
PART I. FINANCIAL INFORMATION
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