NORTHWEST NATURAL GAS CO
For the period ended Sep 30, 2025. Filed Nov 5, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 5, 2025
NWN$51.75-0.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-05.
0001733998-25-000132
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-05.
0001733998-25-000176
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 332 previous paragraphs and 332 current paragraphs.
189 unchanged; 91 reworded; 49 added; 43 removed; 9 previous and 3 current paragraphs rearranged.
Tables are not compared: 22 previous and 25 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (49)
Current report
Other factors impacting consolidated net loss:
Current report
NINE MONTHS ENDED SEPTEMBER 30, 2025 COMPARED TO SEPTEMBER 30, 2024.
Current report
Other factors impacting consolidated net income:
Current report
THREE MONTHS ENDED SEPTEMBER 30, 2025 COMPARED TO SEPTEMBER 30, 2024. The primary factors contributing to the $0.6 million increase in NWN Gas Utility net loss were as follows:
Current report
(6) NM indicates that the calculated value is not meaningful.
Current report
THREE MONTHS ENDED SEPTEMBER 30, 2025 COMPARED TO SEPTEMBER 30, 2024. The primary factors contributing to the $2.1 million, increase in net income were as follows:
Current report
•$1.2 million decrease in depreciation expense driven by rate case updates to depreciation rates; partially offset by
Current report
NINE MONTHS ENDED SEPTEMBER 30, 2025 COMPARED TO SEPTEMBER 30, 2024. The primary factors contributing to the $6.3 million, increase in net income were as follows:
Current report
•$2.3 million increase in income tax expense due primarily to higher pre-tax income.
Current report
•$2.5 million increase primarily from NWN Renewables operating revenues net of cost of gas.
Current report
NINE MONTHS ENDED SEPTEMBER 30, 2025 COMPARED TO SEPTEMBER 30, 2024. The primary factors contributing to the $18.1 million, increase in net loss were as follows:
Current report
•$13.1 million increase primarily from NWN Renewables operating revenues net of cost of gas.
Current report
Related to supply chains and lead times, these have returned to normal. For critical equipment and materials, we do extensive planning and make purchases in advance or maintain the appropriate amount of inventory to support our businesses.
Current report
2025 WASHINGTON RATE CASE. On August 29, 2025, NW Natural filed a request for a general rate increase with the WUTC under Washington's multi-year rate plan statute. Approximately 98,000 or 12% of NW Natural’s customers are in, and approximately 10% of NW Natural’s revenues are derived from Washington.
Current report
This multi-year rate plan filing includes requested increases in the annual revenue requirement over three years, consisting of a $25.6 million revenue increase in the first year beginning August 1, 2026 (Year 1), an $8.6 million revenue increase in the second year beginning August 1, 2027 (Year 2) and an $8.3 million revenue increase in the third year beginning August 1, 2028 (Year 3). The filing is based upon the following assumptions or requests:
Current report
(1)Represents an increase of $94.5 million since the last rate case.
Current report
The filing reflects the effects of inflation, an updated depreciation study, and long-planned investments primarily supporting system safety and reliability, including investments at NW Natural's Mist gas storage facility, modernization of metering infrastructure and replacement of end-of-life information technology.
Current report
NW Natural’s filing will be reviewed by the WUTC and other stakeholders. The process is anticipated to take up to 11 months with new rates expected to take effect August 1, 2026.
Current report
PURCHASED GAS ADJUSTMENT. Rate changes are established for NW Natural each year under purchased gas adjustment (PGA) mechanisms in Oregon and Washington to reflect changes in the expected cost of natural gas commodity purchases. The
Current report
PGA filings include costs for gas purchases, gas commodity derivative contracts, gas storage costs, gas reserves costs, pipeline demand costs, renewable natural gas and its environmental attributes, including renewable thermal certificates, and temporary rate adjustments, which amortize balances of deferred regulatory accounts.
Current report
In September 2025, NW Natural filed its annual PGAs and received approval from both OPUC and WUTC in October. The PGA rate changes became effective on October 31, 2025, in Oregon and on November 1, 2025, in Washington. Rates vary between states due to different rate structures, rate mechanisms and hedging policies.
Current report
Each year, NW Natural hedges gas prices on a portion of NW Natural's annual sales requirement based on normal weather, including both physical and financial hedges. As of September 30, 2025, NW Natural's forecasted sales volume was hedged at approximately 78% in total for the 2025-26 gas year, including 63% in financial hedges and 15% in physical gas supplies. The total hedged was approximately 83% in Oregon and 33% in Washington.
Current report
For the subsequent two gas years, NW Natural is hedged in total between 15% and 25% for annual requirements. Hedge levels are subject to change based on actual load volumes, which depend to a certain extent on weather, economic conditions, and estimated gas reserve production. Also, gas storage inventory levels may increase or decrease with storage expansion, changes in storage contracts with third parties, variations in the heat content of the gas, and or storage recall by NW Natural. We will continue to monitor gas prices as we fill storage and look at hedging plans for future gas years. Gas purchases and hedges entered into for the upcoming PGA year were included in the Company’s PGA filings in Oregon and Washington.
Current report
Under the current PGA mechanism in Oregon, there is an incentive sharing provision whereby NW Natural is required to select each year an 80% deferral or a 90% deferral of higher or lower actual gas costs compared to estimated PGA prices, such that the impact on NW Natural's current earnings from the incentive sharing is either 20% or 10% of the difference between actual and estimated gas costs, respectively. For the 2025-26 and 2024-25 gas years, NW Natural selected the 90% deferral option. Under the Washington PGA mechanism, NW Natural defers 100% of the higher or lower actual gas costs, and those gas cost differences are passed on to customers through the annual PGA rate adjustment.
Current report
Most Recently Completed Rate Case
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TEXAS HOUSE BILL 4384. In June 2025, Texas House Bill 4384 was signed into law, allowing gas utilities in Texas to defer, and later recover, specific costs related to property, plant and equipment placed in service, but not yet reflected in base rates, including depreciation, ad valorem taxes, and carrying cost. The RRC is required to adopt rules to implement the new law within
Current report
270 days of the effective date. SiEnergy applied the new provisions to property, plant and equipment placed in service but not yet reflected in rates in the third quarter of 2025. The impact was not material for third quarter results.
Current report
•Gem State Water, a regulated water company in Idaho, completed a general rate case with the IPUC with new rates effective August 1, 2025. The rate case resulted in a $0.4 million revenue requirement increase based on a capital structure of 55% Equity and 45% Debt and a 9.8% ROE.
Current report
•Falls Water, a regulated water company in Idaho, completed a general rate case with the IPUC with new rates effective September 1, 2025. The rate case resulted in a $0.6 million revenue requirement increase based on a capital structure of 55% Equity and 45% Debt and a 9.8% ROE.
Current report
•Cascadia Water, a regulated water company in Washington State, completed a general rate case with the WUTC with new rates effective October 21, 2025. The rate case resulted in a $1.1 million revenue requirement increase for water customers.
Current report
•South Coast Water, a regulated water company in Oregon, completed a general rate case with the OPUC with new rates effective August, 15, 2025. The rate case resulted in a $0.023 million revenue requirement increase and a 9.5% ROE.
Current report
•Seavey Loop Water, a regulated water company in Oregon, completed a general rate case with the OPUC with new rates effective October, 1st, 2025. The rate case resulted in a $0.043 million revenue requirement increase and a 9.5% ROE.
Current report
•$28.1 million increase in net income;
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•$15.4 million increase in depreciation;
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•$9.4 million decrease in contributions to qualified defined benefit pension plans; and
Current report
On November 3, 2025, SiEnergy Holdings entered into a $75 million senior unsecured credit agreement, with a feature that allows SiEnergy to request increases in the total commitment amount, up to a maximum of $125 million, subject to lender approval. The maturity date of the SiEnergy Holdings credit agreement is November 3, 2030 (or, if such day is not a business day, the immediately preceding business day), with available extensions of commitments for two additional one-year periods, subject to lender approval. All lenders under the SiEnergy credit agreement are major financial institutions with committed balances and investment grade credit ratings as of November 3, 2025.
Current report
The SiEnergy Holdings credit agreement requires SiEnergy Holdings to comply, and to cause certain of its subsidiaries to comply, with various affirmative and negative covenants, including a financial covenant requiring SiEnergy Holdings to maintain a consolidated indebtedness to total capitalization ratio of 70% or less. Failure to comply with this or other applicable covenants or the occurrence of any other event of default, subject to, in certain instances, specified thresholds, cure periods and exceptions, would entitle the lenders to terminate their lending commitments and accelerate the maturity of all amounts outstanding.
Current report
The SiEnergy Holdings credit agreement also requires SiEnergy Holdings to maintain a credit rating with any one of S&P, Moody’s or certain other rating organizations with respect to SiEnergy Holdings' senior, unsecured, non-credit enhanced long-term credit ratings (or, if such debt is not rated, corporate credit rating) and to notify the lenders of any change in such ratings by such rating agencies. A change in SiEnergy Holdings' credit ratings is not an event of default, nor is the maintenance of a specific minimum level of credit rating a condition of drawing upon the credit agreement. Rather, interest rates on any loans outstanding and certain fee amounts under the credit agreement are determined based upon SiEnergy Holdings' credit ratings with S&P and Moody's and therefore, a change in the credit rating may increase or decrease the cost of any loans and the amounts of certain fees under the credit agreement when ratings are changed. See "Credit Ratings" below.
Current report
In September 2025, NW Natural issued a $28.0 million letter of credit under the LC Facility, which expired October 28, 2025.
Current report
(1) Weighted average interest rate for the nine months ended September 30, 2025 and September 30, 2024
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Removed paragraphs (43)
Previous report
SIX MONTHS ENDED JUNE 30, 2025 COMPARED TO JUNE 30, 2024.
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SIX MONTHS ENDED JUNE 30, 2025 COMPARED TO JUNE 30, 2024. The primary factors contributing to the $26.0 million, or $0.54 per share, increase in NWN Gas Utility net income were as follows:
Previous report
THREE MONTHS ENDED JUNE 30, 2025 COMPARED TO JUNE 30, 2024. The primary factors contributing to the $1.8 million, or $0.04 per share, increase in net income were as follows:
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•$0.7 million increase in income tax expense due primarily to higher pre-tax income.
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SIX MONTHS ENDED JUNE 30, 2025 COMPARED TO JUNE 30, 2024. The primary factors contributing to the $4.2 million, or $0.10 per share, increase in net income were as follows:
Previous report
•$0.7 million decrease in interest expense due primarily to lower long-term debt balances as$50.0 million of NWN Water debt matured in March 2024 and was not replaced at NWN Water; partially offset by
Previous report
•$1.6 million increase in income tax expense due primarily to higher pre-tax income.
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•$4.6 million increase in cost of gas due primarily to the purchase of RNG by Ohio Renewables following the commencement of operations at the EDL facilities in 2024; and
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•$8.8 million increase in operating revenues primarily driven by$6.9 million of revenues from NWN Renewables' second quarter of RNG revenues and$1.2 million related to higher interstate storage and asset management revenues.
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SIX MONTHS ENDED JUNE 30, 2025 COMPARED TO JUNE 30, 2024. The primary factors contributing to the $12.3 million, or $0.29 per share, increase in net loss were as follows:
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•$10.0 million increase in cost of gas due primarily to the purchase of RNG by Ohio Renewables following the commencement of operations at the EDL facilities in 2024; partially offset by
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•$20.5 million increase in operating revenues primarily driven by $14.6 million of revenues from NWN Renewables' first two quarters of RNG revenues and $4.0 million related to higher interstate storage and asset management revenues.
Previous report
We have also evaluated the effect of tariffs on our cost of materials across our businesses. We are not the importer of record for any materials purchased at our businesses. Therefore, we do not expect any direct impacts from tariffs on materials. However, across our businesses, there are certain materials our suppliers source from other countries. For our gas utilities, we evaluated higher volume items, including purchased valves and meters. For our water utilities, we evaluated steel products used in the construction of wells and storage tanks that are sourced from other countries. We do not anticipate the currently proposed and recently implemented tariffs to have a material impact on our businesses.
Previous report
The impacts of inflation that we have experienced over the past couple of years have returned to historically normal levels in the current year. While we have experienced long lead times on certain materials, including meter parts, microchips, semi-conductors, and IT equipment over the past year, more recently we have seen these lead times reduce and return to more typical levels. Through advanced planning, carrying additional levels of inventory, diversifying our vendors, and making contingency plans to address risks, we are striving to mitigate supply chain risks.
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•Return on equity of 9.4%;
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•Cost of capital of 7.056%;
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•Cost of long-term debt of 4.712%; and
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In addition to the above, the OPUC ordered the phase out of NWN Gas Utility’s line extension allowance by November 1, 2027. Additionally, the OPUC ordered a downward adjustment to rate base of $13.7 million of undepreciated line extension costs, which resulted in a non-cash, pre-tax charge of $13.7 million in the fourth quarter of 2024. In December 2024, NWN Gas Utility filed an appeal with the Oregon Court of Appeals, challenging the determination and the authority of the OPUC to take these actions.
Previous report
From November 1, 2022 through October 31, 2024, the OPUC authorized rates to customers based on an ROE of 9.4% and a cost of capital of 6.836% with a capital structure of 50% common equity and 50% long-term debt.
Previous report
Regulatory Proceeding Updates
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2025 OREGON RATE CASE. On December 30, 2024, NW Natural filed a request for a general rate increase with the OPUC. The filing requested a $59.4 million annual revenue requirement increase, which included approximately $10 million related to an updated depreciation study.
Previous report
On June 23, 2025 NW Natural, the OPUC staff, the Oregon Citizens' Utility Board (CUB) and the Alliance of Western Energy Consumers (AWEC), which comprise all but one of the parties to the rate case, filed a stipulation (First Stipulation) with the OPUC which addresses certain issues in the Rate Case. The other party to the Rate Case, specifically, the coalition of Climate Solutions, Coalition of Communities of Color, Verde, Sierra Club, and Oregon Environmental Council (collectively, Coalition), authorized the parties to the Stipulation to represent that the Coalition does not oppose the Stipulation.
Previous report
The First Stipulation provides for a total revenue requirement increase of $21.3 million over revenues from existing rates, which includes approximately $4.8 million related to an updated depreciation study, subject to completion of capital projects identified as being placed in service prior to the rate effective date. The revenue requirement is based on the following assumptions:
Previous report
We expect rate base as of November 1, 2025 to be $2.234 billion, or an increase of $144 million since the last rate case.
Previous report
Subsequent to the First Stipulation, NW Natural and parties entered into an additional stipulation addressing certain non-revenue requirement items (collectively with the First Stipulation, the Stipulations). The Stipulations do not address all aspects of the Rate Case. We expect the remaining items of the original request to be subject to the ongoing regulatory litigation process. The Stipulations are subject to the review and approval of the OPUC. For new rates to be effective, the OPUC must issue an order, which may approve or deny the terms of the Stipulations or be issued under the OPUC’s own terms. NW Natural expects new customer rates to take effect on October 31, 2025.
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Regulatory Proceeding Updates
Previous report
•Cascadia Water, a regulated water company in Washington State, filed a general rate case with the WUTC in February 2024. Cascadia and the WUTC filed a settlement agreement in January 2025. The settlement agreement was not approved, and further review of the general rate case will be ongoing in 2025.
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•Gem State Water, a regulated water company in Idaho, filed a general rate case with the IPUC in December 2024. The rate case is ongoing and the IPUC has suspended the effective date of rates pending review.
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•Falls Water, a regulated water company in Idaho filed a general rate case with the IPUC in January 2025. The rate case is ongoing and the IPUC has suspended the effective date of rates pending review.
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•$28.8 million increase in net income;
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•$11.0 million increase in accounts payable resulting from payments of higher priced gas in the prior year; and
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NW Holdings
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Commercial Paper
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SiEnergy Revolving Credit Facility
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On January 7, 2025, NW Holdings acquired all of the issued and outstanding limited liability company interest of SiEnergy. SiEnergy's subsidiary, SiEnergy Holding, LLC (formerly Si Investment Co., LLC) (SiEnergy Holding), has a revolving credit facility (the Revolving Facility) and a term loan credit facility (the Delayed Draw Term Loan Facility) under its Amended Credit Agreement dated December 22, 2020 between SiEnergy, its subsidiaries SiEnergy Holding, SiEnergy Gas, LLC (formerly SiEnergy, L.P.), Terra Transmission, LLC, SiEnergy Power Solutions, LLC, and SiEnergy GP, L.L.C., and ING Capital LLC, as administrative agent and L/C Issuer (as defined therein), and the lenders party thereto (as amended, the Amended Credit Agreement). The Delayed Draw Term Loan Facility is described below in the Long-Term Debt section. The Revolving Facility has aggregate commitments of $5.0 million, including a letter of credit sublimit of $1.0 million. SiEnergy Holding is required to pay upfront fees, structuring fees, annual administrative fees, commitment fees, letter of credit fees and certain other fees. Loans extended under the Facilities bear interest at a per annum rate equal to the sum of (a) either (i) the Base Rate, as defined in the Amended Credit Agreement (the Base Rate), or (ii) term SOFR with a one-, three- or six-month tenor; plus (b) the Applicable Margin. The Applicable Margin is 0.750% with respect to Base Rate loans and 1.750% with respect to SOFR loans. At June 30, 2025, there were no borrowings on the Revolving Facility.
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NW Holdings
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SiEnergy
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There were no letter of credits issued or outstanding under the LC reimbursement agreement at June 30, 2025.
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On January 7, 2025, NW Holdings acquired all of the issued and outstanding limited liability company interest of SiEnergy. SiEnergy's subsidiary, SiEnergy Holding, has a term loan credit facility (the Delayed Draw Term Loan Facility), on a delayed draw basis, which had initial aggregate commitments, as amended, of $200.0 million, of which $33.3 million remained in effect as of June 30, 2025. As of June 30, 2025, the outstanding principal balance of the Delayed Draw Term Loan Facility is $148.1 million.
Previous report
Under the Amended Credit Agreement, SiEnergy Holding is required to pay upfront fees, structuring fees, annual administrative fees, commitment fees, letter of credit fees and certain other fees. Loans extended under the Facilities bear interest at a per annum rate equal to the sum of (a) either (i) the Base Rate, as defined in the Amended Credit Agreement (the Base Rate), or (ii) term SOFR with a one-, three- or six-month tenor; plus (b) the Applicable Margin. The Applicable Margin is 0.750% with respect to Base Rate loans and 1.750% with respect to SOFR loans.
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Reworded paragraphs (91)
Previous wording
The following is management’s assessment of NW Holdings' and NW Natural's financial condition, including the principal factors that affect results of operations. The discussion refers to the consolidated results for the three and six months ended June 30, 2025 and 2024 of NW Holdings, the substantial majority of which consist of the operating results of NW Natural. When significant activity exists at NW Holdings that does not exist at NW Natural, additional disclosure has been provided. References in this discussion to "Notes" are to the Notes to Unaudited Consolidated Financial Statements in this report. A significant portion of the business results are seasonal in nature, and, as such, the results of operations for the three month period is not necessarily indicative of expected fiscal year results. Therefore, this discussion should be read in conjunction with NW Holdings' and NW Natural's 2024 Annual Report on Form 10-K, as applicable (2024 Form 10-K).
Current wording
The following is management’s assessment of NW Holdings' and NW Natural's financial condition, including the principal factors that affect results of operations. The discussion refers to the consolidated results for the three and nine months ended September 30, 2025 and 2024 of NW Holdings, the substantial majority of which consist of the operating results of NW Natural. When significant activity exists at NW Holdings that does not exist at NW Natural, additional disclosure has been provided. References in this discussion to "Notes" are to the Notes to Unaudited Consolidated Financial Statements in this report. A significant portion of the business results are seasonal in nature, and, as such, the results of operations for the three month period is not necessarily indicative of expected fiscal year results. Therefore, this discussion should be read in conjunction with NW Holdings' and NW Natural's 2024 Annual Report on Form 10-K, as applicable (2024 Form 10-K).
Previous wording
SiEnergy Gas Utility, which was acquired in January 7, 2025, is a regulated natural gas distribution utility and serves residential and commercial customers in the greater metropolitan areas of Houston, Dallas, and Austin, Texas. SiEnergy also includes a natural gas transmission utility serving customers in the greater metropolitan areas of Dallas and Austin, Texas. SiEnergy activities are reported in the SiEnergy Gas Utility segment.
Current wording
SiEnergy Gas Utility, which was acquired on January 7, 2025, is a regulated natural gas distribution utility and serves residential and commercial customers in the greater metropolitan areas of Houston, Dallas, and Austin, Texas. SiEnergy also includes a natural gas transmission utility serving customers in the greater metropolitan areas of Dallas and Austin, Texas. SiEnergy activities are reported in the SiEnergy Gas Utility segment.
Previous wording
NWN Water Utility is a regulated water and wastewater utility serving residential and commercial customers in Oregon, Washington, Idaho, Texas, and Arizona. The activities of NWN Water are reported in the NWN Water segment, which also includes non-regulated water services businesses in Oregon, Washington and Idaho, and an equity method investment in Avion Water Company, Inc. In addition, NWN Water provides water services to communities throughout the Pacific Northwest and California.
Current wording
NWN Water Utility is a regulated water and wastewater utility serving residential and commercial customers in Oregon, Washington, Idaho, Texas, and Arizona. The activities of NWN Water are reported in the NWN Water segment, which also includes non-regulated water and wastewater services businesses in Oregon, Washington and Idaho, and an equity method investment in Avion Water Company, Inc. In addition, NWN Water provides water services to communities throughout the Pacific Northwest and California.
Previous wording
NON-GAAP FINANCIAL MEASURES – Segment Earnings Per Share. In addition to presenting diluted earnings per share for NW Holdings, we present diluted earnings per share for each our segments (Segment EPS), which is a non-GAAP financial measure. We calculate Segment EPS by dividing the net income of each of our segments calculated in accordance with GAAP by the number of diluted shares outstanding for NW Holdings. We use Segment EPS to analyze our financial performance because we believe it provides useful information to our investors, analysts and creditors in evaluating our financial condition and results of operations of each of our segments. We believe investors find Segment EPS to be as a useful indicator of our performance.
Current wording
NON-GAAP FINANCIAL MEASURES – Segment Earnings Per Share. In addition to presenting diluted earnings per share for NW Holdings, we present diluted earnings per share for each of our segments (Segment EPS), which is a non-GAAP financial measure. We calculate Segment EPS by dividing the net income of each of our segments calculated in accordance with GAAP by the number of diluted shares outstanding for NW Holdings. We use Segment EPS to analyze our financial performance because we believe it provides useful information to our investors, analysts and creditors in evaluating our financial condition and results of operations of each of our segments. We believe investors find Segment EPS to be a useful indicator of our performance.
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Consolidated operating income increased and net loss decreased by $11.5 million and $0.3 million, respectively at NW Holdings primarily due to the following factors:
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Consolidated operating loss decreased by $6.9 million, while consolidated net loss increased by $2.7 million at NW Holdings primarily due to the following factors:
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•$16.9 million increase in margin at NWN Gas Utility, primarily driven by new rates on November 1, 2024 for Oregon;
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•$12.5 million increase in margin at NWN Gas Utility, primarily driven by new rates on November 1, 2024 for Oregon customers;
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•$21.7 million increase in margin from the acquisition of SiEnergy; and
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•$8.6 million increase in margin from the acquisition of SiEnergy; and
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•$4.8 million increase in NWN Water operating revenues primarily driven by new rates at our largest utility in Arizona on November 1, 2024; partially offset by
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•$3.2 million increase in NWN Water operating revenues primarily driven by new rates at our largest utility in Arizona on November 1, 2024; partially offset by
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•$24.2 million increase in operations and maintenance expenses, which included $9.2 million of transaction and business development costs; an$8.5 million increase at NWN Gas Utility driven by higher payroll and benefits costs and contract labor costs; and a$3.6 million increase from the addition of SiEnergy operations and maintenance expenses;
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•$12.8 million increase in operations and maintenance expenses, which included a $7.8 million increase at NWN Gas Utility driven by higher contract labor costs and payroll and benefits costs; and a $2.2 million increase from the addition of SiEnergy operations and maintenance expenses, and
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•$15.2 million increase in depreciation expense due primarily to$9.7 million of higher depreciation at NWN Gas Utility from additional capital investment and$4.5 million increase from the addition of SiEnergy.
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•$6.0 million increase in depreciation expense due primarily to higher depreciation at NWN Gas Utility from additional capital investment.
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•$11.2 million increase in interest expense due primarily to higher long-term debt balances related to debt issuances at NW Holdings reflected in Other results; and
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•$11.4 million increase in interest expense due primarily to higher long-term debt balances related to debt issuances at NW Holdings reflected in Other results.
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Consolidated operating income and net income increased $56.0 million and $24.4 million, respectively at NW Holdings primarily due to the following factors:
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Consolidated operating income increased by $62.9 million and consolidated net income increased by $21.7 million at NW Holdings primarily due to the following factors:
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•$55.6 million increase in margin at NWN Gas Utility, primarily driven by new rates on November 1, 2024 for Oregon;
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•$68.1 million increase in margin at NWN Gas Utility, primarily driven by new rates on November 1, 2024 for Oregon customers;
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•$8.2 million increase in margin from the acquisition of SiEnergy;
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•$30.3 million increase in margin from the acquisition of SiEnergy; and
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•$8.0 million increase in NWN Water operating revenues primarily driven by new rates at our largest utility in Arizona on November 1, 2024; partially offset by
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•$11.2 million increase in NWN Water operating revenues primarily driven by new rates at our largest utility in Arizona on November 1, 2024; partially offset by
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•$14.1 million increase in operations and maintenance expenses, which included a $6.3 million increase at NWN Gas Utility driven by higher payroll and benefits costs and contract labor costs; $3.9 million of transaction and business development costs; and a $1.9 million increase from the addition of SiEnergy operations and maintenance expenses;
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•$37.0 million increase in operations and maintenance expenses, which includeda$16.4 million increase at NWN Gas Utility driven by higher payroll and benefits costs and contract labor costs; $9.7 million of transaction and business development costs; and a$5.8 million increase from the addition of SiEnergy operations and maintenance expenses, and
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•$7.8 million increase in depreciation expense due primarily to $4.8 million of higher depreciation at NWN Gas Utility from additional capital investment and $2.4 million increase from the addition of SiEnergy.
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•$21.1 million increase in depreciation expense due primarily to$15.2 million of higher depreciation at NWN Gas Utility from additional capital investment and$6.1 million increase from the addition of SiEnergy.
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•$20.0 million increase in interest expense due primarily to higher long-term debt balances related to debt issuances at NW Holdings reflected in Other results; and
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•$31.4 million increase in interest expense due primarily to higher long-term debt balances related to debt issuances at NW Holdings reflected in Other results.
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•$8.5 million increase in operations and maintenance expenses due primarily to higher payroll and benefit costs and an increase in contract labor costs, partially offset by a decrease in regulatory deferral amortization.
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•$7.8 million increase in operations and maintenance expenses due primarily to higher contract labor costs and payroll and benefit costs; and
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•$9.7 million increase in depreciation expense due to additional capital investments; and
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•$5.5 million increase in depreciation expense due to additional capital investments; partially offset by
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•$55.6 million increase in margin driven by new rates on November 1, 2024 for Oregon; partially offset by a decrease in the amortization of deferred balances. See the NWN Gas Utility margin table below for additional margin detail.
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•$12.5 million increase in margin driven by new rates on November 1, 2024 for Oregon. See the NWN Gas Utility margin table below for additional margin detail.
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For the six months ended June 30, 2025, total NWN Gas Utility volumes sold and delivered decreased 17.1 million compared to the same period in 2024 primarily due to lower usage from residential and commercial sales customers.
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For the three months ended September 30, 2025, total NWN Gas Utility volumes sold and delivered decreased 6.9 million compared to the same period in 2024, primarily due to lower usage from pulp and paper industrial sales and transportation customers.
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THREE MONTHS ENDED JUNE 30, 2025 COMPARED TO JUNE 30, 2024. The primary factors contributing to the $4.5 million, or $0.12 per share, increase in NWN Gas Utility net income were as follows:
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NINE MONTHS ENDED SEPTEMBER 30, 2025 COMPARED TO SEPTEMBER 30, 2024. The primary factors contributing to the $25.4 million, increase in NWN Gas Utility net income were as follows:
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•$16.9 million increase in margin driven by new rates on November 1, 2024 for Oregon; partially offset by a decrease in the amortization of deferred balances. See the NWN Gas Utility margin table below for additional margin detail.
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•$68.1 million increase in margin driven by new rates on November 1, 2024 for Oregon customers; partially offset by a decrease in the amortization of deferred balances. See the NWN Gas Utility margin table below for additional margin detail.
Previous wording
•$6.3 million increase in operations and maintenance expenses due primarily to higher payroll and benefit costs and an increase in contract labor costs, partially offset by a decrease in regulatory deferral amortization;
Current wording
•$16.4 million increase in operations and maintenance expenses due primarily to higher payroll and benefit costs and an increase in contract labor costs;
Previous wording
•$4.8 million increase in depreciation expense due to additional capital investments; and
Current wording
•$15.2 million increase in depreciation expense due to additional capital investments; and
Previous wording
•$1.3 million increase in income tax expense due to higher pre-tax income.
Current wording
•$9.6 million increase in income tax expense due to higher pre-tax income.
Previous wording
For the three months ended June 30, 2025, total NWN Gas Utility volumes sold and delivered decreased 22.8 million compared to the same period in 2024 primarily due to lower usage from residential and commercial sales customers as weather was 56% warmer than average in the first quarter of 2025 compared to 30% warmer than average in the prior year period.
Current wording
For the nine months ended September 30, 2025, total NWN Gas Utility volumes sold and delivered decreased $24.0 million compared to the same period in 2024 primarily due to lower usage from pulp and paper industrial sales and transportation customers and residential and commercial sales customers.
Previous wording
SiEnergy was acquired by NW Holdings on January 7, 2025. Results for the period from January 7, 2025 to June 30, 2025 are presented in the table above. SiEnergy acquired Pines on June 2, 2025, and results from June 2, 2025 to June 30, 2025 are included in the table above. Prior to January 7, 2025, NW Holdings did not operate any assets that fall within its SiEnergy Gas Utility segment.
Current wording
SiEnergy was acquired by NW Holdings on January 7, 2025. Results for SiEnergy for the period from January 7, 2025 to September 30, 2025 are presented in the table above. SiEnergy acquired Pines on June 2, 2025, and Pines results from June 2, 2025 to September 30, 2025 are included in the table above. Prior to January 7, 2025, NW Holdings did not operate any assets that fall within its SiEnergy Gas Utility segment.
Previous wording
•$8.0 million increase in operating revenues primarily driven by new rates at our largest utility in Arizona, additional revenues from the Infrastructure Capital Holdings acquisition, and organic customer growth; and
Current wording
•$3.2 million increase in operating revenues primarily driven by new rates at our largest utility in Arizona, additional revenues from the Infrastructure Capital Holdings acquisition, and organic customer growth; and
Previous wording
•$1.9 million increase in operations and maintenance expenses primarily due to acquisitions; and
Current wording
•$1.8 million increase in operations and maintenance expenses primarily due to acquisitions.
Previous wording
•$4.8 million increase in operating revenues primarily driven by new rates at our largest utility in Arizona, additional revenues from the Infrastructure Capital Holdings acquisition, and organic customer growth; partially offset by
Current wording
•$11.2 million increase in operating revenues primarily driven by new rates at our largest utility in Arizona, additional revenues from the Infrastructure Capital Holdings acquisition, and organic customer growth; partially offset by
Previous wording
•$1.4 million increase in operations and maintenance expenses primarily due to acquisitions; and
Current wording
•$3.6 million increase in operations and maintenance expenses primarily due to acquisitions; and
Previous wording
THREE MONTHS ENDED JUNE 30, 2025 COMPARED TO JUNE 30, 2024. The primary factors contrib uting to the $7.0 million, or $0.18 per share, increase in net loss were as follows:
Current wording
THREE MONTHS ENDED SEPTEMBER 30, 2025 COMPARED TO SEPTEMBER 30, 2024. The primary factors contrib uting to the $5.8 million, increase in net loss were as follows:
Previous wording
•$9.1 million increase in interest expense due primarily to higher long-term debt at NW Holdings from bonds issued in December 2024, and Junior Subordinated Debentures issued in March 2025;
Current wording
•$9.3 million increase in interest expense due primarily to higher long-term debt at NW Holdings from bonds issued in December 2024, Junior Subordinated Debentures issued in March 2025 and higher commercial paper balances; and
Previous wording
•$16.9 million increase in interest expense due primarily to higher long-term debt at NW Holdings from bonds issued in December 2024, bridge financing issued in January 2025 for the SiEnergy acquisition, and Junior Subordinated Debentures issued in March 2025;
Current wording
•$26.2 million increase in interest expense due primarily to higher long-term debt at NW Holdings from bonds issued in December 2024, Junior Subordinated Debentures issued in March 2025 and higher commercial paper balances; and
Previous wording
•$4.5 million increase in operations and maintenance expenses due primarily to transaction costs and other business development costs; partially offset by
Current wording
•$11.2 million increase in operations and maintenance expenses due primarily to transaction and business development costs; partially offset by
Previous wording
We continuously monitor U.S. federal, state and local policies, executive orders, rules, initiatives and other changes to fiscal, tax, regulation, environmental, climate and other federal policies that may impact our businesses, all of which could impact the conditions in which we operate.
Current wording
CURRENT ECONOMIC AND POLITICAL CONDITIONS. Current economic and political conditions are reviewed and monitored on an ongoing basis, which include: inflation and interest rates, tariffs or trade restrictions, supply chain disruptions, impacts from the federal government shutdown, and other regulatory, physical or cyber related risks impacting our business. Further, we review U.S. federal, state and local policies, executive orders, rules, initiatives and other changes to fiscal, tax, regulation, environmental, climate and other federal policies that may impact our businesses, all of which could impact the conditions in which we operate.
Previous wording
We continue to evaluate the effect of additional tariffs on our businesses. For our gas utilities we evaluated natural gas imports. SiEnergy, located in Texas, does not import natural gas. NWN Gas Utility imported approximately 60% of our natural gas from Canada in 2024. NWN Gas Utility's third-party asset manager imports the majority of NWN Gas Utility's gas each year. The asset manager is a United States-Mexico-Canada Agreement (USMCA) certified importer of record and as such, is not subject to the tariffs. During the winter period from November 2024 through March 2025, NWN Gas Utility was the importer of record for a small percentage of gas. NWN Gas Utility filed for deferral of all tariff costs in Oregon and Washington in anticipation of potential tariff costs of up to approximately $1.0 million in the first quarter 2025. NWN Gas Utility has since filed for the qualification of its gas imports under the USMCA, exempting it from the application of tariffs during this period.
Current wording
We continue to evaluate the effect of additional tariffs on our businesses, specifically natural gas imports at our gas utilities. SiEnergy, located in Texas, does not import natural gas. NWN Gas Utility imported approximately 60% of our natural gas from Canada in 2024. NWN Gas Utility's third-party asset manager imports the majority of NWN Gas Utility's gas each year and is not subject to tariffs because they are a United States-Mexico-Canada Agreement (USMCA) certified importer of record. NWN Gas Utility is expected to be a USMCA certified importer in the future. We’ve evaluated tariffs across our businesses and at this time, we do not anticipate the currently proposed and recently implemented tariffs to have a material impact on our businesses.
Previous wording
We continue to monitor interest rates and financing options for all of our businesses. In 2024, the U.S. Federal Reserve lowered interest rates as the rate of inflation decreased. This year there have beenno changes to the short-term rates by the U.S. Federal Reserve, however, there have been fluctuations in long-term rates as a result of the anticipated impacts of tariffs. Our regulated utilities generally recover interest expense on their long-term debt through their authorized cost of capital.
Current wording
For all of our businesses, we continuously monitor interest rates and financing options. Our regulated utilities generally recover interest expense on their long-term debt through their authorized cost of capital.
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Current report — wording carried from elsewhere
•$8.8 million increase in asset optimization revenue sharing; partially offset by
Current report — wording carried from elsewhere
The SiEnergy Holdings credit agreement permits the issuance of letters of credit in an aggregate amount of up to $20 million.
Current report — wording carried from elsewhere
At September 30, 2025, September 30, 2024 and December 31, 2024, NW Holdings' long-term debt consisted of the following:
Rearranged previous paragraphs (9)
Previous report — wording carried elsewhere
The increase in margin was partially offset by the following items:
Previous report — wording carried elsewhere
•$10.6 million increase in income tax expense due to higher pre-tax income;
Previous report — wording carried elsewhere
•$10.2 million increase in operations and maintenance expenses due primarily to transaction and business development costs; and
Previous report — wording carried elsewhere
CURRENT ECONOMIC AND POLITICAL CONDITIONS. We continuously review and monitor current economic conditions, which include but are not limited to: inflation and interest rates, tariffs or trade restrictions, supply chain disruptions, and other regulatory, physical or cyber related risks impacting our business.
Previous report — wording carried elsewhere
•Capital structure of 50% common equity and 50% long-term debt;
Previous report — wording carried elsewhere
•NW Holdings' Junior Subordinated Debentures with an interest rate of 7.0% and a maturity date of 2055;
Previous report — wording carried elsewhere
•NW Holdings' unsecured senior bonds with maturity dates ranging from 2028 through 2034 and interest rates ranging from 5.5% to 5.9%, and a weighted average interest rate of 5.7%; and
Previous report — wording carried elsewhere
•Term loans at SiEnergy, NWN Water and NW Holdings due in 2026.
Previous report — wording carried elsewhere
$30.0 million of long-term debt is scheduled to mature over the next twelve months as of June 30, 2025 at NW Natural and $111.5 million at NW Holdings. See Part II, Item 7, "Financial Condition—Long-Term Debt" in the 2024 Form 10-K for long-term debt maturing over the next five years.