nwn-20250228
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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 28, 2025
Date of Report (Date of earliest event reported)

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NORTHWEST NATURAL HOLDING COMPANYNORTHWEST 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 number1-15973
Oregon82-4710680Oregon93-0256722
(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 Street250 S.W. Taylor Street
 Portland,Oregon97204 Portland,Oregon97204
(Address of principal executive offices)  (Zip Code)(Address of principal executive offices)  (Zip Code)
Registrant’s telephone number, including area code:(503)226-4211Registrant’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:
RegistrantTitle of each classTrading Symbol
Name of each exchange
on which registered
Northwest Natural Holding CompanyCommon StockNWNNew York Stock Exchange
Northwest Natural Gas CompanyNone
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 CompanyEmerging growth company
Northwest Natural Gas CompanyEmerging 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 2.02Results of Operation and Financial Condition
On February 28, 2025, Northwest Natural Holding Company (NW Holdings) issued a press release announcing its earnings for the quarter and year ended December 31, 2024. 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.

Item 7.01Regulation FD Disclosure
A copy of the presentation that NW Holdings intends to display at its earnings conference call scheduled for February 28, 2025 is attached hereto as Exhibit 99.2.

The information contained in this Item 7.01 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 7.01, 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 report, 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," "will" 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, forecasts, outlooks, timing, goals, strategies, commitments, future events, financial positions, financial performance, investments, valuations, 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, strategic fit, utility system, technology and infrastructure investments, system modernization, reliability and resiliency, global, national and local economies, economic and GDP growth, customer and business growth, continued expansion of service territories, rate base growth, customer backlog, growth opportunities, 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, 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, and timing, magnitude and completion thereof, unregulated renewable natural gas strategy and initiatives, 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, personnel additions, partnerships, and investment strategy and financial effects of water, wastewater and water services acquisitions, expected growth and safety benefits of facility upgrade investments, operating plans of third parties, financial targets, financial results, including estimated income, availability and sources of liquidity, capital markets, financing transactions, expenses, positions, revenues, returns, cost of capital, timing, and earnings, earnings guidance and estimated future growth rates, credit ratings, debt and equity issuances and timing, future dividends, commodity costs and sourcing, asset management activities, regulatory environment, performance, timing, outcome, or effects of regulatory proceedings or mechanisms or approvals, rate case execution, regulatory prudence reviews, anticipated regulatory actions or filings, accounting treatment of future events, economic and political conditions, effects of legislation or changes in laws or regulations, impact of the new U.S. presidential administration and Congress,



effects, extent, severity and duration of epidemics and pandemics, and any resulting economic disruption therefrom, inflation, 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 9.01Financial Statements and Exhibits.
(d) Exhibits
See Exhibit Index below.

EXHIBIT INDEX
 
Exhibit
Description
99.1
99.2
104Inline 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 28, 2025/s/ Raymond Kaszuba III
Senior Vice President and Chief Financial Officer
NORTHWEST NATURAL GAS COMPANY
(Registrant)
Dated:February 28, 2025/s/ Raymond Kaszuba III
Senior Vice President and Chief Financial Officer




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Exhibit 99.1



For Immediate Release                                        
Feb. 28, 2025

NW Natural Holdings Reports Fourth Quarter and Full Year 2024 Results
Initiated 2025 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 $2.03 per share and achieved adjusted earnings1 of $2.33 per share for 2024, compared to net income of $2.59 per share for 2023, a decline primarily due to regulatory lag for the first 10 months of 2024 until new Oregon gas utility rates were effective on Nov. 1, 2024
Acquisition of SiEnergy, a high-growth gas utility located in Texas, signed and announced in November 2024 and subsequently closed in January 2025
Invested $394.4 million in our utility systems to support greater reliability and resiliency
Added nearly 10,000 gas and water utility connections in the last 12 months for a combined growth rate of 1.1% as of Dec. 31, 2024, mainly driven by organic customer growth from all utilities
Closed Puttman/ICH water acquisition in September 2024, adding customers and a strong pipeline of growth opportunities
Began operations, earnings and cash flows from two renewable natural gas (RNG) facilities for NW Natural Renewables
Honored as one of the 2024 World's Most Ethical Companies® by Ethisphere for the third year in a row2
Increased our dividend for the 69th consecutive year to an annual indicated dividend rate of $1.96 per share
Initiated 2025 GAAP earnings per share (EPS) guidance of $2.66 to $2.86 and adjusted EPS guidance of $2.75 to $2.95
Reaffirmed long-term EPS growth rate target of 4% to 6% from our expected 2025 adjusted EPS3

"For over 165 years, NW Natural Holdings has provided essential energy to the communities it serves. In 2024, we made great strides across all our businesses to continue growing and providing customers critical services well into the future," said David H. Anderson, CEO of NW Natural Holdings. "I'm proud to provide 2025 guidance in line with our long-term financial targets and very excited to have SiEnergy join our Company. Our financial strength allows us to continue making substantial investments in our growing portfolio of gas and water utility systems to provide continued safe and reliable service for our customers. We remain focused on executing our long-term growth plan and providing value to customers, employees and shareholders."

For 2024, NW Natural Holdings reported net income of $78.9 million (or $2.03 per share) and adjusted1 net income of $90.6 million (or $2.33 per share), compared to $93.9 million (or $2.59 per share) for 2023. Results reflected higher pension expense, lower interest income, and an increase in depreciation expense, partially offset by new rates in Oregon for our natural gas utility beginning Nov. 1, 2024.

1 See "Non-GAAP Financial Measures" and "Reconciliation to GAAP" for additional information. The 2024 adjusted consolidated net income and adjusted EPS are non-GAAP and exclude the effects of a non-cash line extension regulatory disallowance of $10.1 million after-tax and SiEnergy transaction costs of $1.7 million after-tax.
2 “World’s Most Ethical Companies” and “Ethisphere” names and marks are registered trademarks of Ethisphere LLC
3 Adjusted EPS growth forecasted for period 2025 – 2030 compounded annually; EPS growth rate uses adjusted 2025 EPS as base year. NW Natural Holdings does not provide a reconciliation of adjusted EPS growth rate target to the most directly comparable GAAP measures due to the inherent difficulty in forecasting and quantifying certain significant items. These items are uncertain, depend on various factors and could have a material impact on GAAP reported results for the relevant period.





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2025 GUIDANCE AND LONG-TERM TARGETS
NW Natural Holdings initiated 2025 GAAP EPS guidance of $2.66 to $2.86 and adjusted EPS guidance of $2.75 to $2.95 on a non-GAAP1 basis excluding the $5.3 million pre-tax transaction costs associated with the SiEnergy acquisition (approximately $3.9 million or $0.09 per share after-tax2) recorded in the first quarter of 2025. This guidance assumes continued customer growth, average weather conditions, and no significant changes in prevailing regulatory policies, mechanisms, or assumed outcomes, or significant local, state or federal laws, legislation or regulations.

NW Natural Holdings reaffirmed its long-term EPS growth rate target of 4% to 6% compounded annually from the expected 2025 adjusted EPS3.

We expect NW Natural Holdings capital expenditures for 2025 to be in the range of $450 - $500 million including:
NW Natural Gas Company capital expenditures of $330 - $360 million,
SiEnergy capital expenditures of $65 - $75 million, and
NW Natural Water capital expenditures of $55 - $65 million.

NW Natural Holdings capital expenditures are expected to range from $2.5 billion to $2.7 billion from 2025 to 2030. The timing and amount of the capital expenditures and projects for 2025 or additional investments in our infrastructure during or after 2025 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.

1 See "Non-GAAP Financial Measures" and "Reconciliation to GAAP" for a definition and further information on adjusted EPS.
2 Effect on EPS assumes average diluted shares of 41.1 million and an income tax rate of 26.5%.
3 Adjusted EPS growth forecasted for period 2025 – 2030 compounded annually; EPS growth rate uses adjusted 2025 EPS as base year. NW Natural Holdings does not provide a reconciliation of adjusted EPS growth rate target to the most directly comparable GAAP measures due to the inherent difficulty in forecasting and quantifying certain significant items. These items are uncertain, depend on various factors and could have a material impact on GAAP reported results for the relevant period.
DIVIDEND DECLARED
In January 2025, the board of directors of NW Natural Holdings declared a quarterly dividend of $0.49 per share on the Company’s common stock. The dividend was paid on Feb. 14, 2025 to shareholders of record on Jan. 31, 2025. The Company’s current indicated annual dividend rate is $1.96 per share. Future dividends are subject to board of director discretion and approval.

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 is a water and wastewater utility business; and NW Natural Renewables, which is a renewable fuels business.






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NW Natural Holdings' annual results by business segment are summarized in the table below:


20242023Change
In thousands, except per share dataAmountPer ShareAmountPer ShareAmountPer Share
Net income:
Natural gas distribution segment$77,126 $1.98 $94,042 $2.59 $(16,916)$(0.61)
Regulatory disallowance, net10,070 0.26 — — 10,070 0.26 
Adjusted natural gas distribution segment1
$87,196 $2.24 $94,042 $2.59 $(6,846)$(0.35)
Other
$1,745 $0.05 $(174)$— $1,919 $0.05 
SiEnergy transaction expenses, net1,685 0.04 — — 1,685 0.04 
Adjusted other1
$3,430 $0.09 $(174)$— $3,604 $0.09 
Consolidated$78,871 $2.03 $93,868 $2.59 $(14,997)$(0.56)
Adjustments11,755 0.30 — — 11,755 0.30 
Adjusted consolidated1
$90,626 $2.33 $93,868 $2.59 $(3,242)$(0.26)
Diluted Shares38,869 36,265 2,604 
1 See "Non-GAAP Financial Measures" and "Reconciliation to GAAP" for additional information. Adjusted 2024 natural gas distribution segment, other, and consolidated net income are non-GAAP financial measures and exclude the effects of a non-cash regulatory disallowance of NW Natural's line extension costs $10.1 million after-tax and SiEnergy transaction costs $1.7 million after-tax. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures calculated in accordance with U.S. GAAP. 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.

Natural Gas Distribution Segment
Natural gas distribution segment net income decreased $16.9 million (or $0.61 per share). Results include a $10.1 million non-cash detriment due to a regulatory disallowance of NW Natural's line extension allowance. Excluding the effects of the disallowance, net income decreased $6.8 million (or $0.35 per share) reflecting higher pension costs and lower interest income, partially offset by new rates in Oregon effective beginning Nov. 1, 2024.

Margin increased $26.3 million primarily due to new rates in Oregon effective Nov. 1, 2024, which contributed $25.8 million, the amortization of deferrals and customer growth, which contributed $5.9 million. Partially offsetting these items was a $4.3 million reduction in margin due to warmer comparative weather and the effect of customers not covered by the weather normalization mechanism. Weather was 17% warmer than average for 2024, compared to 8% warmer than average for 2023. In addition, there was a $1.8 million decline in gains on the Oregon gas cost incentive sharing mechanism due to lower commodity price volatility and higher than estimated gas costs during the cold weather event in January 2024.

Operations and maintenance expense decreased $2.1 million, excluding the effects of the regulatory disallowance, as a result of lower contractor costs and bad debt expense, partially offset by higher information technology costs.

Depreciation and general taxes increased by $12.1 million primarily due to additional capital investments in the distribution system.

Other income, net decreased $18.2 million primarily from higher pension expense, lower interest income due to a lower level of invested cash, lower regulatory interest income, and lower equity Allowance for Funds Used During Construction (AFUDC).

Interest expense increased $2.8 million primarily due to higher short-term debt balances, partially offset by the debt portion of AFUDC.

Income tax expense decreased $1.5 million primarily due to the decrease in pre-tax results.





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Other
Net income from Other increased $1.9 million (or $0.05 per share). Results included $1.7 million of transaction expenses related to the SiEnergy acquisition. Excluding the effects of the transaction, net income increased $3.6 million (or $0.09 per share) primarily reflecting a $4.4 million increase in water and wastewater utility net income, partially offset by higher interest and other expenses at Holdings.

FOURTH QUARTER RESULTS
NW Natural Holdings' fourth quarter results by business segment are summarized in the table below:

Three Months Ended December 31,
20242023Change
In thousands, except per share dataAmountPer ShareAmountPer ShareAmountPer Share
Net income:
Natural gas distribution segment
$44,802 $1.11 $46,522 $1.26 $(1,720)$(0.15)
Regulatory disallowance, net10,070 0.25 — — 10,070 0.25 
Adjusted natural gas distribution segment1
$54,872 $1.36 $46,522 $1.26 $8,350 $0.10 
Other
$200 $0.01 $(1,882)$(0.05)$2,082 $0.06 
SiEnergy transaction expenses, net1,685 0.04 — — 1,685 0.04 
Adjusted other1
$1,885 $0.05 $(1,882)$(0.05)$3,767 $0.10 
Consolidated$45,002 $1.12 $44,640 $1.21 $362 $(0.09)
Adjustments11,755 0.29 — — 11,755 0.29 
Adjusted consolidated1
$56,757 $1.41 $44,640 $1.21 $12,117 $0.20 
Diluted Shares40,220 37,045 3,175 
1 See "Non-GAAP Financial Measures" and "Reconciliation to GAAP" for additional information. Adjusted 2024 natural gas distribution segment, other, and consolidated net income are non-GAAP financial measures and exclude the effects of a non-cash regulatory disallowance of NW Natural's line extension costs $10.1 million after-tax and SiEnergy transaction costs $1.7 million after-tax. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures calculated in accordance with U.S. GAAP. 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.

Natural Gas Distribution Segment
Natural gas distribution segment net income decreased $1.7 million (or $0.15 per share). Results include a $10.1 million non-cash detriment due to a regulatory disallowance of NW Natural's line extension allowance. Excluding the effects of the disallowance, net income increased $8.4 million (or $0.10 per share) primarily reflecting new rates in Oregon that went into effect on Nov. 1, 2024, partially offset by higher pension costs, and lower interest income.

Margin increased $25.4 million primarily due to new rates in Oregon effective Nov. 1, 2024, which contributed $25.8 million.

Operations and maintenance expense increased $0.4 million excluding the effects of the non-cash regulatory disallowance of line extension costs.

Depreciation and general taxes collectively increased by $3.9 million primarily due to continued investment in our system.

Other income, net reflected a $5.6 million decrease primarily from higher pension expense, lower regulatory interest income, and lower equity AFUDC.

Interest expense increased $1.4 million primarily due to higher short-term debt balances.

Income tax expense increased $2.0 million primarily due to several items including higher Oregon corporate activity taxes and a lower level of regulatory tax benefits.





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Other
Net income from Other increased $2.1 million (or $0.06 per share). Results included a $1.7 million detriment due to transaction expenses related to the SiEnergy acquisition. Excluding the effects of the transaction, net income increased $3.8 million (or $0.10 per share) reflecting higher gas storage net income of $1.0 million and a $3.2 million higher net income contribution from water and wastewater utilities related to new rates at several larger utilities and the acquisition of Puttman/ICH.

BALANCE SHEET AND CASH FLOWS
For 2024, the Company generated $200.3 million in operating cash flow and invested $394.4 million in utility capital expenditures to support growth and safety. In addition, the Company invested $29.8 million in water and wastewater acquisitions. Net cash provided by financing activities was $227.1 million for 2024 due to issuing long-term and short-term debt and equity. As of Dec. 31, 2024, NW Natural Holdings held cash of $38.5 million.

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 2024 financial and operating results.
Date and Time:
Friday, February 28
8 a.m. PT (11 a.m. ET)
Phone Number:
1-833-470-1428
Passcode 633579
                                                                  
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 and the replay access code of 907583.

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

NW Natural Holdings provides critical energy and delivers essential water and wastewater services to nearly one million customers across seven states. 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® for three years running 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 Community and Sustainability Report at ir.nwnaturalholdings.com/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 approximately 806,000 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.

SiEnergy is one of the fastest growing natural gas distribution utilities in the nation, serving approximately 70,000 customers in the greater metropolitan areas of Houston, Dallas, and Austin, Texas.

NW Natural Water provides water distribution and wastewater services to communities throughout the Pacific Northwest, Texas, Arizona, and California. Today NW Natural Water serves an estimated 190,000 people through approximately 76,000 meters and provides operation and maintenance services to an additional 25,000 connections. Learn more about our water business at nwnaturalwater.com.
 
NW Natural Renewables is committed to leading in the energy transition by providing renewable fuels. 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




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Investor Contact:
Nikki Sparley
Phone: 503-721-2530
Email: [email protected]

Media Contact:
David Roy
Phone: 503-610-7157
Email: [email protected]

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," "will" 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, forecasts, outlooks, timing, goals, strategies, commitments, future events, financial positions, financial performance, investments, valuations, 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, strategic fit, utility system, technology and infrastructure investments, system modernization, reliability and resiliency, global, national and local economies, economic and GDP growth, customer and business growth, continued expansion of service territories, rate base growth, customer backlog, growth opportunities, 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, 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, and timing, magnitude and completion thereof, unregulated renewable natural gas strategy and initiatives, 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, personnel additions, partnerships, and investment strategy and financial effects of water, wastewater and water services acquisitions, expected growth and safety benefits of facility upgrade investments, operating plans of third parties, financial targets, financial results, including estimated income, availability and sources of liquidity, capital markets, financing transactions, expenses, positions, revenues, returns, cost of capital, timing, and earnings, earnings guidance and estimated future growth rates, credit ratings, debt and equity issuances and timing, future dividends, commodity costs and sourcing, asset management activities, regulatory environment, performance, timing, outcome, or effects of regulatory proceedings or mechanisms or approvals, rate case execution, regulatory prudence reviews, anticipated regulatory actions or filings, accounting treatment of future events, economic and political conditions, effects of legislation or changes in laws or regulations, impact of the new U.S. presidential administration and Congress, effects, extent, severity and duration of epidemics and pandemics, and any resulting economic disruption therefrom, inflation, 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.





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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.

NON-GAAP FINANCIAL MEASURES
Management uses "adjusted net income" and "adjusted earnings per share," both of which are non-GAAP financial measures, when evaluating NW Natural Holdings' overall performance. Management believes that these non-GAAP measures provide meaningful information to investors about NW Natural Holdings' performance because they eliminate the impacts of significant discrete items that can affect the comparison of period-over-period results. 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 below.





7


NORTHWEST NATURAL HOLDINGS
Consolidated Income Statement and Financial Highlights (Unaudited)
Fourth Quarter and Annual Period
Three Months EndedTwelve Months Ended
In thousands, except per share amounts, customer, and degree day dataDecember 31,December 31,
20242023Change20242023Change
Operating revenues$370,876 $355,714 4%$1,152,994 $1,197,475 (4)%
Operating expenses:
Cost of gas124,793 142,475 (12)412,382 499,837 (17)
Operations and maintenance92,154 73,606 25294,658 273,766 8
Environmental remediation4,828 4,352 1114,054 12,899 9
General taxes10,465 10,563 (1)48,672 46,248 5
Revenue taxes15,613 14,921 548,343 48,671 (1)
Depreciation36,486 32,762 11137,898 125,581 10
Other operating expenses1,596 1,868 (15)5,845 5,532 6
Total operating expenses285,935 280,547 2961,852 1,012,534 (5)
Income from operations84,941 75,167 13191,142 184,941 3
Other income (expense), net(910)4,627 (120)(1,108)17,855 (106)
Interest expense, net21,190 19,890 780,092 76,566 5
Income before income taxes62,841 59,904 5109,942 126,230 (13)
Income tax expense17,839 15,264 1731,071 32,362 (4)
Net income$45,002 $44,640 1$78,871 $93,868 (16)
Common shares outstanding:
Average diluted for period40,220 37,045 38,869 36,265 
End of period40,222 37,631 40,222 37,631 
Per share information:
Diluted earnings per share$1.12 $1.21 $2.03 $2.59 
Dividends paid per share0.4900 0.4875 1.9525 1.9425 
Book value per share, end of period34.44 34.12 34.44 34.12 
Market closing price, end of period39.56 38.94 39.56 38.94 
Capital structure, end of period:
Common stock equity42.4 %43.5 %42.4 %43.5 %
Long-term debt51.4 48.3 51.4 48.3 
Short-term debt (including current maturities of long-term debt)6.2 8.2 6.2 8.2 
Total100.0 %100.0 %100.0 %100.0 %
Natural Gas Distribution segment operating statistics:
Meters - end of period805,529 799,250 0.8%805,529 799,250 0.8%
Volumes - therms:
Residential and commercial sales233,892 226,558 708,873 735,755 
Industrial sales and transportation121,126 122,007 461,966 470,919 
Total volumes sold and delivered355,018 348,565 1,170,839 1,206,674 
Operating revenues:
Residential and commercial sales$321,350 $310,056 $968,676 $1,015,072 
Industrial sales and transportation21,831 24,676 83,060 97,886 
Other distribution revenues900 825 4,435 4,540 
Other regulated services4,877 4,735 19,517 18,902 
Total operating revenues348,958 340,292 1,075,688 1,136,400 
Less: Cost of gas124,778 142,531 412,320 500,061 
Environmental remediation expense4,827 4,352 14,053 12,899 
Revenue taxes15,456 14,873 48,037 48,432 
Margin, net$203,897 $178,536 $601,278 $575,008 
Degree days:
Average (25-year average)1,060 1,057 2,702 2,686 
Actual831 822 1%2,255 2,480 (9)%
Percent warmer than average weather(22)%(22)%(17)%(8)%




8


NORTHWEST NATURAL HOLDINGS
Consolidated Balance Sheets (Unaudited)As of December 31,
In thousands20242023
Assets:
Current assets:
Cash and cash equivalents$38,490 $32,920 
Accounts receivable124,480 121,341 
Accrued unbilled revenue94,400 83,138 
Allowance for uncollectible accounts(3,474)(3,455)
Regulatory assets130,116 178,270 
Derivative instruments6,628 11,380 
Inventories106,954 112,571 
Other current assets60,180 65,275 
Total current assets557,774 601,440 
Non-current assets:  
Property, plant, and equipment4,918,919 4,556,609 
Less: Accumulated depreciation1,246,592 1,198,555 
Total property, plant, and equipment, net3,672,327 3,358,054 
Regulatory assets382,499 333,443 
Derivative instruments535 431 
Other investments82,236 102,951 
Operating lease right of use asset, net68,626 71,308 
Assets under sales-type leases125,653 129,882 
Goodwill183,804 163,344 
Other non-current assets160,862 106,239 
Total non-current assets4,676,542 4,265,652 
Total assets$5,234,316 $4,867,092 
Liabilities and equity:
Current liabilities:
Short-term debt$170,110 $89,780 
Current maturities of long-term debt30,787 150,865 
Accounts payable133,270 145,361 
Taxes accrued16,176 15,454 
Interest accrued18,220 15,836 
Regulatory liabilities116,180 84,962 
Derivative instruments75,272 98,661 
Operating lease liabilities1,840 2,333 
Other current liabilities87,162 93,626 
Total current liabilities649,017 696,878 
Long-term debt1,679,355 1,425,435 
Deferred credits and other non-current liabilities: 
Deferred tax liabilities397,149 382,673 
Regulatory liabilities730,117 695,896 
Pension and other postretirement benefit liabilities130,397 158,116 
Derivative instruments13,307 28,055 
Operating lease liabilities75,914 77,167 
Other non-current liabilities173,689 119,034 
Total deferred credits and other non-current liabilities1,520,573 1,460,941 
Equity:
Common stock989,346 890,976 
Retained earnings402,925 399,911 
Accumulated other comprehensive loss(6,900)(7,049)
Total equity1,385,371 1,283,838 
Total liabilities and equity$5,234,316 $4,867,092 








9


NORTHWEST NATURAL HOLDINGS
Consolidated Statements of Cash Flows (Unaudited)Year Ended December 31,
In thousands20242023
Operating activities:
Net income$78,871 $93,868 
Adjustments to reconcile net income to cash provided by operations:
Depreciation137,898 125,581 
Amortization20,162 17,641 
Deferred income taxes11,366 8,966 
Qualified defined benefit pension plan expense (benefit) 4,062 (2,430)
Contributions to qualified defined benefit pension plans(20,460)— 
Deferred environmental expenditures, net(23,307)(26,052)
Environmental remediation expense14,054 12,899 
Asset optimization revenue sharing bill credits(28,874)(10,471)
Regulatory disallowance of line extension allowances13,700 — 
Other10,799 8,548 
Changes in assets and liabilities:
Receivables, net(15,302)50,977 
Inventories(2,735)(24,105)
Income and other taxes809 (1,246)
Accounts payable(14,144)(39,958)
Deferred gas costs38,129 52,371 
Asset optimization revenue sharing14,539 22,637 
Decoupling mechanism5,173 (11,415)
Cloud-based software(22,393)(16,307)
Regulatory accounts12,292 4,617 
RNC facility prepayment(51,427)— 
Other, net17,070 13,828 
Cash provided by operating activities200,282 279,949 
Investing activities:  
Capital expenditures(394,400)(327,347)
Acquisitions, net of cash acquired(29,816)(7,533)
Purchase of equity method investment(1,000)(1,000)
Other(3,770)383 
Cash used in investing activities(428,986)(335,497)
Financing activities:  
Proceeds from common stock issued, net90,374 66,495 
Long-term debt issued285,000 330,000 
Long-term debt retired(150,000)(90,000)
Changes in other short-term debt, net80,330 (168,540)
Cash dividend payments on common stock(72,852)(67,340)
Payment of financing fees(3,290)(2,200)
Shares withheld for tax purposes(1,319)(1,313)
Other(1,181)(2,894)
Cash provided by financing activities227,062 64,208 
(Decrease) increase in cash, cash equivalents and restricted cash(1,642)8,660 
Cash, cash equivalents and restricted cash, beginning of period49,624 40,964 
Cash, cash equivalents and restricted cash, end of period$47,982 $49,624 
Supplemental disclosure of cash flow information:
Interest paid, net of capitalization$71,233 $80,197 
Income taxes paid, net of refunds19,394 24,263 
Non-cash activities:
Shares issued in connection with business combinations$1,429 $12,884 
Debt assumed in connection with business combinations— 3,131 
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents$38,490 $32,920 
Restricted cash included in other current assets9,492 16,704 
Cash, cash equivalents and restricted cash$47,982 $49,624 





10




NORTHWEST NATURAL HOLDINGS
Reconciliation to GAAP (Unaudited)
2025 EPS Guidance Reconciliation Table
GAAP EPS guidance$2.66 to $2.86
SiEnergy transaction costs1
0.09
Adjusted EPS guidance2
$2.75 to $2.95

1 Effect on EPS assumes average diluted shares of 41.1 million and an income tax rate of 26.5%.
2 See "Non-GAAP Financial Measures" for a definition and further information on Adjusted EPS.




11


NORTHWEST NATURAL HOLDINGS
Reconciliation to GAAP (Unaudited)
Twelve Months Ended December 31,
20242023
In thousands, except per share dataAmountPer ShareAmountPer Share
CONSOLIDATED
GAAP net income$78,871 $2.03 $93,868 $2.59 
Regulatory line extension disallowance13,700 0.35 
SiEnergy transaction costs2,292 0.06 
Income tax effect1
(4,237)(0.11)
Adjusted net income$90,626 $2.33 $93,868 $2.59 
Diluted shares38,869 36,265 
NATURAL GAS DISTRIBUTION SEGMENT
GAAP net income$77,126 $1.98 $94,042 $2.59 
Regulatory line extension disallowance13,700 0.35 
Income tax effect1
(3,630)(0.09)
Adjusted net income$87,196 $2.24 $94,042 $2.59 
OTHER
GAAP net income (loss)$1,745 $0.05 $(174)$— 
SiEnergy transaction costs2,292 0.06 
Income tax effect1
(607)(0.02)
Adjusted net income (loss)$3,430 $0.09 $(174)$— 
1    Regulatory disallowance related to line extension allowance and SiEnergy transaction expenses were recognized in the fourth quarter of 2024. Tax effect of adjustment was calculated using a combined federal and statutory rate of 26.5%.






12


NORTHWEST NATURAL HOLDINGS
Reconciliation to GAAP (Unaudited)
Three Months Ended December 31,
20242023
In thousands, except per share dataAmountPer ShareAmountPer Share
CONSOLIDATED
GAAP net income$45,002 $1.12 $44,640 $1.21 
Regulatory line extension disallowance13,700 0.34 
SiEnergy transaction costs2,292 0.06 
Income tax effect1
(4,237)(0.11)
Adjusted net income$56,757 $1.41 $44,640 $1.21 
Diluted shares40,220 37,045 
NATURAL GAS DISTRIBUTION SEGMENT
GAAP net income$44,802 $1.11 $46,522 $1.26 
Regulatory line extension disallowance13,700 0.34 
Income tax effect1
(3,630)(0.09)
Adjusted net income$54,872 $1.36 $46,522 $1.26 
OTHER
GAAP net income (loss)$200 $0.01 $(1,882)$(0.05)
SiEnergy transaction costs2,292 0.06 
Income tax effect1
(607)(0.02)
Adjusted net income (loss)$1,885 $0.05 $(1,882)$(0.05)
1    Regulatory disallowance related to line extension allowance and SiEnergy transaction expenses were recognized in the fourth quarter of 2024. Tax effect of adjustment was calculated using a combined federal and statutory rate of 26.5%.





13
NW Natural Holdings Q4 2024 Earnings Call February 28, 2025


 
Investor Information Company Information NW Natural Holdings 250 SW Taylor Street Portland, OR 97204 nwnaturalholdings.com Nikki Sparley Director, Investor Relations and Treasury (503) 721-2530 [email protected] FORWARD LOOKING STATEMENTS 2 This and other presentations made by NW Natural 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," "will" 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, forecasts, outlooks, timing, goals, strategies, commitments, future events, financial positions, financial performance, investments, valuations, 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, strategic fit, utility system, technology and infrastructure investments, system modernization, reliability and resiliency, global, national and local economies, economic and GDP growth, customer and business growth, continued expansion of service territories, rate base growth, customer backlog, growth opportunities, 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, 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, and timing, magnitude and completion thereof, unregulated renewable natural gas strategy and initiatives, 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, personnel additions, partnerships, and investment strategy and financial effects of water, wastewater and water services acquisitions, expected growth and safety benefits of facility upgrade investments, operating plans of third parties, financial targets, financial results, including estimated income, availability and sources of liquidity, capital markets, financing transactions, expenses, positions, revenues, returns, cost of capital, timing, and earnings, earnings guidance and estimated future growth rates, credit ratings, debt and equity issuances and timing, future dividends, commodity costs and sourcing, asset management activities, regulatory environment, performance, timing, outcome, or effects of regulatory proceedings or mechanisms or approvals, rate case execution, regulatory prudence reviews, anticipated regulatory actions or filings, accounting treatment of future events, economic and political conditions, effects of legislation or changes in laws or regulations, impact of the new U.S. presidential administration and Congress, effects, extent, severity and duration of epidemics and pandemics, and any resulting economic disruption therefrom, inflation, 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 presentation and all subsequent forward-looking statements, whether written or oral and whether made by or on behalf of NW Natural Holdings, 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 Natural Holdings 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.


 
Leadership Presenting Today Financial Update and Guidance • 2024 earnings drivers • Liquidity and financing • 2025 and long-term earnings guidance Business Update • 2024 achievements • NW Natural Gas Company • SiEnergy Growth/Strategic Updates • NW Natural Gas Company • SiEnergy • NW Natural Water David H. Anderson Chief Executive Officer Ray J. Kaszuba SVP & CFO 3


 
Executing on growth and value creation 2024 Achievements • Achieved $2.33 adjusted EPS1 for 2024, at the upper end of guidance range • New rates effective Nov. 1, 2024 for NW Natural Gas Company • Announced SiEnergy acquisition in 2024; subsequently closed in early 2025 • Increased consolidated rate base growth projection from 5% - 7% to 6% - 8% with the acquisition of SiEnergy • Continued disciplined water acquisitions and integrations with Puttman/ICH acquisition • Both RNG facilities are producing RNG, steady earnings and cash flows for the renewable business • Initiated 2025 adjusted EPS guidance of $2.75 - $2.951 • Long-term earnings per share growth rate target of 4% - 6% from 2025 adjusted EPS2 • 69-year legacy of increasing dividends to shareholders3 4 (1) See Non-GAAP Information & Guidance Reconciliation in appendix. (2) Adjusted EPS growth forecasted for period 2025 – 2030 compounded annually; EPS growth rate uses 2025 adjusted EPS as base year. NW Natural Holdings does not provide a reconciliation of adjusted EPS growth rate target to the most directly comparable GAAP measures due to the inherent difficulty in forecasting and quantifying certain significant items. These items are uncertain, depend on various factors and could have a material impact on GAAP reported results for the relevant period. (3) Future dividends are subject to Board of Directors discretion and approval.


 
$1,866 $2,011 $2,214 $2,411 $2,500 - $2,700 2021 2022 2023 2024 2025E Oregon & Washington Gas Utility Rate Base Growth In thousands Strong rate base growth driven by investments supporting a safe, reliable system 1 2024 Completed Oregon General Rate Case • Received final order from Oregon Public Utility Commission on October 25, 2024, approving a $93.3 million revenue requirement increase for NW Natural Gas Company • New rates for Oregon customers were effective Nov. 1, 2024 • Combination of rate case and purchased gas adjustment resulted in a 4.7% increase to an average Oregon residential customer bill on Nov. 1, 2024 2025 Open Oregon General Rate Case • Subsequently on Dec. 30, 2024, filed an Oregon rate case requesting: ✓ $59.4 million revenue requirement increase ✓ 10.4% ROE and a 52% equity capital structure ✓ $10 million increase related to depreciation study and ✓ $204 million increase in average rate based primarily related to safety and reliability cap-ex • New rates are expected to be effective Nov. 1, 2025 for NW Natural Gas Company 9% CAGR NW Natural Gas Utility Rate Base Growth 5 CAGR’s base year of 2021 through 2025


 
39 49 59 70 80-90 2021 2022 2023 2024 2025E Positioned for Continued Double-Digit Customer Growth In thousands • One of the fastest growing natural gas utilities in the nation through organic customer additions • Today serves 70,000 customers in the desirable and fast-growing major metropolitan areas of the Texas Triangle • Contracted new customer backlog of nearly 190,000 • Strong historic customer growth of 20%+ with Texas economic development expected to continue, supporting projections for double-digit customer and rate base growth long term • Expect customer growth rate of up to 20% compounded annually from 2025 - 2030 Closed Acquisition of SiEnergy Premier gas utility in high-growth, constructive market 22% CAGR CAGR’s base year of 2021 through 2025 6


 
Results primarily reflect regulatory lag before new rates were effective in Oregon on Nov. 1, 2024 Annual 2024 Financial Results • $26.3 million increase in margin primarily due to new rates in Oregon effective Nov. 1, 2024 • $12.1 million increase in depreciation and general taxes from continued investment in system • $18.2 million decrease in other income, net from higher pension expense and lower interest income • $2.8 million increase in interest expense from higher short-term debt balances • $4.4 million increase in water and wastewater utility net income Natural Gas Distribution Segment Key Drivers Other Key Drivers 7 1 See Non-GAAP Information & Guidance Reconciliation and further explanation of non-GAAP in the appendix. FY 2024 FY 2023 Change In thousands, except per share data Amount Per Share Amount Per Share Amount Per Share Adjusted net income (loss)1: Natural Gas Distribution segment $87,196 $2.24 $94,042 $2.59 $(6,846) $(0.35) Other 3,430 0.09 (174) - 3,604 0.09 Consolidated NW Natural Holdings $90,626 $2.33 $93,868 $2.59 $(3,242) $(0.26) Diluted Shares 38,869 36,265 2,604


 
Financial Outlook EARNINGS PER SHARE (EPS) AND DIVIDENDS CAPITAL EXPENDITURES AND RATE BASE GROWTH FINANCING • Initiated adjusted1 2025 EPS guidance in the range of $2.75 - $2.95 • Expect SiEnergy and NW Natural Water to each provide about $0.25 - $0.30 annual adjusted 2025 EPS • Long-term EPS growth target of 4% - 6%2 from 2025 adjusted EPS baseline • Strong and growing dividend3 • Consolidated 2025 cap-ex expected to be in the range of $450 - $500 million • 2025 - 2030 consolidated cap-ex of $2.5 - $2.7 billion expected, an increase of 37%4 from previous trajectory • Consolidated rate base growth target of 6 - 8%5 • Expect to finance the business maintaining a strong balance sheet • 2025 projected financings includes: • $65 - $75 million from ATM • To refinance existing bridge loan with junior subordinated notes of $275 - $300 million to support SiEnergy acquisition • FFO/Debt target ~14% for NW Natural Holdings7 over the long term CUSTOMER GROWTH • Consolidated customer growth of 2.0% - 2.5% expected in 2025 • NW Natural Water organic customer growth of 2.0%+ in 2025 and ranging from 2.0% - 2.5% per year over the long term6. Forecast does not assume closing any acquisitions that haven’t been signed as of 12/31/24 • SiEnergy customer growth of 20%+ in 2025 and up to 20% per year over the long term6 2025 and Long-Term Targets 8 (1) See Non-GAAP Information & Guidance Reconciliation in appendix. (2) Adjusted EPS growth forecasted for period 2025 – 2030 compounded annually; EPS growth rate uses adjusted 2025 EPS as base year. (3) Future dividends are subject to Board of Directors discretion and approval. (4) Previous five-year guidance of $1.6 billion (2024 – 2028) would be equivalent to six-year guidance of $1.9 billion. (5) Rate base growth forecasted for period 2025 – 2030. Using 2024 rate base of $2.8 billion as base year. Water rate base includes wastewater regulated and unregulated assets. (6) Customer growth forecasted for period 2025 – 2030. (7) S&P rating agency FFO/Adjusted Debt calculation.


 
$210 - $230 2025E NW Natural Water Rate Base1 In millions $10 - $15 2025E NW Natural Water Net Income In millions $8 -$12 2025E SiEnergy Net Income In millions $290 - $320 2025E SiEnergy Rate Base In millions SiEnergy and Water, Today and Tomorrow 9 Significant growth expected in the near term and beyond 9 20 - 25% CAGR 2025 – 2027 1 Water rate base includes wastewater regulated and unregulated assets. 32 - 37% CAGR 2025 – 2027 10 - 15% CAGR 2025 – 2027 10 - 15% CAGR 2025 – 2027


 
Supports NWN’s goal of continuing to deliver strong, consistent long-term EPS growth of 4-6% Positioned for Near- and Long-Term Success After a strong year of execution, NWN is well-positioned to deliver on its financial and strategic objectives in 2025 2025 Objectives Constructive Oregon Gas Rate Case Outcome • Expect new customer rates in Oregon on Nov. 1, 2025 • Allows for strong return on invested capital Capture SiEnergy Growth • Completed acquisition of high-growth Texas gas LDC platform • 20%+ customer growth expected in 2025 Invest in Water Platform and Continue Constructive Rate Case Cadence • Rapidly growing water and wastewater utility platform through both organic growth and acquisitions • Expect to file rate cases in 2025 for safety investments that support earnings going forward RNG Facilities Produce Increasing Earnings and Cash Flows • Building on successful start-up in 2024, the facilities are expected to ramp and provide increasing earnings and cash flows 2025 - 2027 10


 


 
Appendix 12


 
13 Non-GAAP Information & Guidance Reconciliation Management uses "adjusted net income" and "adjusted basis earnings per share," both of which are non-GAAP financial measures, when evaluating NW Natural Holdings' overall performance. Management believes that these non-GAAP measures provide meaningful information to investors about NW Natural Holdings' performance because they eliminate the impacts of significant discrete items that can affect the comparison of period-over-period results. 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 in the following slides. 2025 EPS Guidance Reconciliation Table GAAP EPS Guidance $2.66 to $2.86 SiEnergy Transaction Costs1 0.09 Adjusted EPS Guidance $2.75 to $2.95 1 SiEnergy transaction costs totaled $5.3 million (pre-tax) in 2025 or $0.09 per share assuming average diluted shares of 41.1 million and an income tax rate of 26.5%.


 
14 Non-GAAP Adjusted EPS & Net Income Reconciliation 1 Regulatory disallowance related to line extension allowance and SiEnergy transaction expenses were recognized in the fourth quarter of 2024. Tax effect of adjustment was calculated using a combined federal and statutory rate of 26.5%. Twelve Months Ended December 31 2024 2023 In thousands, except per share data Amount Per Share Amount Per Share Consolidated GAAP net income $78,871 $2.03 $93,868 $2.59 Regulatory line extension disallowance 13,700 0.35 SiEnergy transaction costs 2,292 0.06 Income tax effect1 (4,237) (0.11) Adjusted net income $90,626 $2.33 $93,868 $2.59 Diluted shares 38,869 36,265 Natural Gas Distribution Segment GAAP net income $77,126 $1.98 $94,042 $2.59 Regulatory line extension disallowance 13,700 0.35 Income tax effect1 (3,630) (0.09) Adjusted net income $87,196 $2.24 $94,042 $2.59 Other GAAP net income $1,745 $0.05 $(174) $ - SiEnergy transaction costs 2,292 0.06 Income tax effect1 (607) (0.02) Adjusted net income $3,430 $0.09 $(174) $ -