NWN — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-06

• NW Natural operates as one reportable business segment on a consolidated basis. Prior to the first quarter of 2026, the reportable business segment NW Natural was represented as NWN Gas Utility and excluded certain gas storage and other business activities that were included in Other. Consistent wit…

• (1) Total Diluted EPS is equal to the sum of Diluted EPS for NW Natural, SiEnergy, NWN Water and Other.

• •Consolidated net income increased by $9.6 million or $0.15 per diluted share.

• •The increase in net income is primarily driven by new NW Natural rates in Oregon, effective October 31, 2025, organic growth at SiEnergy, and the acquisition of Pines in June 2025. These benefits were partially offset by increases in interest expense and depreciation expense.

• •Customer growth was 2.8%, driven by organic growth at SiEnergy and NWN Water, and the Pines and Inline acquisitions.

Text removed vs the prior filing · source: 10-Q · 2025-11-05

• NW Natural's natural gas distribution activities are reported in the NWN Gas Utility segment, which was previously referred to as the natural gas distribution (NGD) segment prior to 2025, serving customers in Oregon and southwest Washington. The NWN Gas Utility segment also includes NWN Gas Reserves…

• Three Months Ended September 30,Nine Months Ended September 30,

• (1) Total Diluted EPS is equal to the sum of Diluted EPS for NWN Gas Utility, SiEnergy, NWN Water and NW Holdings Other.

• THREE MONTHS ENDED SEPTEMBER 30, 2025 COMPARED TO SEPTEMBER 30, 2024.

• 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:

Text added vs the prior filing · source: 10-Q · 2026-05-06

• NW Holdings and NW Natural management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, completed an evaluation of the effectiveness of the design and operation of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15…

• Act)). Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer of each registrant have concluded that, as of the end of the period covered by this report, disclosure controls and procedures were effective to ensure that information required to be disclosed by each such re…

Text removed vs the prior filing · source: 10-Q · 2025-11-05

• NW Holdings and NW Natural management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, completed an evaluation of the effectiveness of the design and operation of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15…

• On January 7, 2025, we completed the acquisition of SiEnergy. See Note 14 to the Consolidated Financial Statements for additional information. In connection with the integration of SiEnergy, we are in the process of analyzing and evaluating internal controls over financial reporting. This process ma…

• We plan to exclude SiEnergy's operations from the scope of our annual assessment of the effectiveness of internal control over financial reporting for the year ended December 31, 2025 in accordance with the Securities and Exchange Commission guidance. Such guidance permits management to omit an asse…

Text added vs the prior filing · source: 10-Q · 2026-05-06

• On May 1, 2026, NW Natural entered into a Reimbursement Agreement and Continuing Indemnity Relating to Standby Letters of Credit/Letters of Guarantee (LC Reimbursement Agreement), between NW Natural and The Toronto-Dominion Bank, New York Branch (TD Bank), pursuant to which NW Natural agreed to reim…

• NW Natural expects to use the letters of credit issued under the facility created by the LC Reimbursement Agreement (the LC Facility) primarily to support its participation in Washington Climate Commitment Act cap-and-invest program auctions.

• The 2026 LC Reimbursement Agreement provides that the aggregate undrawn face amount of letters of credit issued thereunder may not exceed $100 million.

• Drawings under letters of credit issued under the LC Facility are required to be reimbursed by NW Natural on the date that NW Natural is notified thereof or, in certain cases, on the next business day. If NW Natural does not reimburse a drawing when due, its reimbursement obligation accrues interest…

• TD Bank has no commitment to issue letters of credit under the LC Facility and has the discretion to limit and condition the terms for the issuance of letters of credit (including maximum face amounts) in its sole discretion. The LC Reimbursement Agreement does not have a specified term. NW Natural …

Text removed vs the prior filing · source: 10-Q · 2025-11-05

• On November 3, 2025, NW Holdings entered into a Second Amended and Restated Credit Agreement (NW Holdings Credit Agreement) providing for unsecured revolving loans with JPMorgan Chase Bank, N.A., as administrative agent, and Bank of America, N.A., U.S. Bank National Association, and Wells Fargo Bank…

• The NW Holdings Facility permits the usage of a portion of the revolving credit facility for the issuance of letters of credit in an aggregate amount of up to $40 million for the account of NW Holdings. Generally, NW Holdings is required to reimburse drawings on letters of credit on the same day suc…

• The maturity date for the NW Holdings Facility is November 3, 2030 (or, if such day is not a business day, the immediately preceding business day), provided that NW Holdings may request, subject to lender consent rights, up to two, additional one-year extensions. NW Holdings may prepay any ABR Loan …

• Under the terms of the NW Holdings Facility, NW Holdings will pay arrangement fees, upfront fees, administrative agent fees, letter of credit fronting fees and annual facility fees but is not required to maintain compensating bank balances. The interest rates on borrowings under the NW Holdings Faci…

• The NW Holdings Facility requires NW Holdings to maintain a credit rating with any one of S&P, Moody’s, or Fitch Ratings, Inc. and that NW Holdings notify the lenders of any change in the debt rating of NW Natural or in Holdings’ Debt Rating by such rating agencies. A change in NW Holdings’ Debt Rat…