What the changes say
- Acquisition activity expands risks into new gas markets and less mature IT systems.
- Climate and wildfire physical threats threaten infrastructure and customer demand.
- Water businesses face specific contaminants like PFAS.
- Customer conservation and slower housing starts pressure margins.
What changed since the prior 10-K
New
- NewLegal, Regulatory and Legislative Risks
One or more of these risks could affect NW Holdings’ and NW Natural’s financial condition, results of operations, and cash flows
Business development and storage projects like the 4-5 Bcf North Mist expansion may encounter delays, costs, or impairments.
- NewOperational Risks
We expect there to be increased costs associated with compliance with new safety laws and regulations, and those costs could be significant. If these costs are not recoverable in our customer rates, they could have a negative impact on NW Holdings’ and NW Natural’s operating costs and financial results
Reliance on third parties for natural gas, RNG, and environmental credits creates supply and pricing vulnerability.
- NewOperational Risks
including in our service territory, and may be elevated by warmer air temperatures, drought, wind and land management practices. Climate change may increase the likelihood and magnitude of damages that may be caused by fires, which may adversely affect our financial condition, results of operations, and cash flows
Climate change and wildfires can disrupt gas and water infrastructure, increase maintenance costs, and lower customer demand.
- NewFinancial and Economic Risks
result in increased pressure on our regulators to seek other means to reduce rates, which also could adversely affect NW Holdings’ and NW Natural’s results of operations and cash flows
Temporary gas price spikes and prudence reviews in Oregon can create short-term debt, reduce liquidity, and risk disallowance.
Dropped
- DroppedLegal, Regulatory and Legislative Risks
We cannot predict the timing or outcome of these proceedings, or the effects of those outcomes on NW Holdings’ and NW Natural’s results of operations and financial condition
General regulatory, compliance, and taxing authority risk.
- DroppedFinancial and Economic Risks
GAS PRICE RISK. Higher natural gas commodity prices and volatility in the price of gas may adversely affect our NGD business, whereas lower gas price volatility may adversely affect NW Natural’s gas storage business, negatively affecting NW Holdings’ and NW Natural’s results of operations and cash flows
Reworded
- 94% rewrittenOperational Risks
GLOBAL CLIMATE CHANGE RISK. Our businesses may be subject to physical risks associated with climate change, all of which could adversely affect NW Holdings’ or NW Natural’s financial condition, results of operations and cash flows
Trimmed boilerplate details regarding wetland and barrier island erosion.
- 87% rewrittenFinancial and Economic Risks
ECONOMIC RISK. Changes in the economy and in the financial markets may have a negative impact on our financial condition and results of operations
Refined economic risks to include regional and global financing costs, payment delinquencies, and write-offs.
- 81% rewrittenOperational Risks
SAFETY REGULATION RISK. NW Holdings and NW Natural may experience increased federal, state and local regulation of the safety of our systems and operations, which could adversely affect NW Holdings’ or NW Natural’s operating costs and financial results
Added specific workplace safety regulations from FMCSA and OSHA.
- 75% rewrittenLegal, Regulatory and Legislative Risks
CUSTOMER GROWTH RISK. NW Holdings’ and NW Natural’s margin, earnings and cash flow may be negatively affected if we are unable to sustain customer growth rates
Added recent housing starts below historical levels and interest rate impacts on customer growth.
Was: CUSTOMER GROWTH RISK. NW Holdings’ and NW Natural’s NGD margin, earnings and cash flow may be negatively affected if we are unable to sustain customer growth rates in our NGD segment
- 73% rewrittenFinancial and Economic Risks
CUSTOMER CONSERVATION RISK. Customer conservation may negatively impact NW Holdings’ and NW Natural’s revenues
Added lack of conservation tariff protection for the Texas gas business.
Was: CUSTOMER CONSERVATION RISK. Customers’ conservation efforts may have a negative impact on NW Holdings’ and NW Natural’s revenues
- 67% rewrittenLegal, Regulatory and Legislative Risks
STRATEGIC TRANSACTION RISK. NW Holdings’ and NW Natural’s ability to successfully complete strategic transactions is subject to significant risks, which could adversely affect NW Holdings’ or NW Natural’s financial condition, results of operations, and cash flows
Added specific mention of 2025 acquisitions of SiEnergy and Pines Holdings and integration challenges.
- 52% rewrittenFinancial and Economic Risks
WATER SECTOR BUSINESS. NW Holdings' water, wastewater and water services businesses are subject to a number of risks in addition to the risks described above
Added specific water contaminant perfluoroalkyl substances (PFAS) and third-party reliance for water supplies.
- 45% rewrittenBusiness Continuity and Technology Risks
CYBERSECURITY RISK. NW Holdings’ and NW Natural’s status as an infrastructure services provider coupled with its reliance on technology could result in a security breach which could adversely affect NW Holdings’ or NW Natural’s financial condition and results of operations
Added that cyber risk increases when acquiring businesses with less mature IT systems and noted past normal-course cyber incidents.
- 43% rewrittenFinancial and Economic Risks
INVESTMENT RISK. NW Holdings’ expectations with respect to the financial results of its investments in water, wastewater and water services operations are based on various assumptions and beliefs that may not prove accurate, resulting in failures or delays in achieving expected returns or performance
- 42% rewrittenLegal, Regulatory and Legislative Risks
JOINT PARTNER RISK. Investing in business development projects through partnerships, joint ventures or other business arrangements affects our ability to manage certain risks and could adversely impact NW Holdings’ or NW Natural’s financial condition, results of operations and cash flows
- 40% rewrittenFinancial and Economic Risks
IMPAIRMENT OF LONG-LIVED ASSETS OR GOODWILL RISK. Impairments of the value of long-lived assets or goodwill could have a material effect on NW Holdings’ or NW Natural’s financial condition, or results of operations
- 37% rewrittenBusiness Continuity and Technology Risks
RELIANCE ON TECHNOLOGY RISK. NW Holdings’ and NW Natural’s efforts to integrate, consolidate and streamline each of their operations has resulted in increased reliance on technology, the failure of which could adversely affect NW Holdings’ or NW Natural’s financial condition and results of operations
- 31% rewrittenLegal, Regulatory and Legislative Risks
RISK OF COMPETITION. Our businesses are subject to competition which could negatively affect NW Holdings’ or NW Natural’s results of operations
Was: RISK OF COMPETITION. Our NGD business is subject to increased competition which could negatively affect NW Holdings’ or NW Natural’s results of operations
- 26% rewrittenFinancial and Economic Risks
WEATHER RISK. Warmer than average weather may have a negative impact on our revenues and results of operations
- 21% rewrittenFinancial and Economic Risks
INABILITY TO ACCESS CAPITAL MARKET RISK. NW Holdings’ or NW Natural’s inability to access capital, or significant increases in the cost of capital, could adversely affect NW Holdings’ or NW Natural’s financial condition and results of operations
All 24 risk factors
Headings as the filing states them, in filing order.
Legal, Regulatory and Legislative Risks
- 01REPUTATIONAL RISKS. To the extent that customers, legislators, or regulators have or develop a negative opinion of our businesses, NW Holdings’ and NW Natural’s financial position, results of operations and cash flows could be adversely affected
- 02If we can no longer apply regulatory accounting, we could be required to write off our regulatory assets and be precluded from the future deferral of costs not recovered through rates at the time such amounts are incurred, even if we expect to recover these amounts from customers in the future
- 03STRATEGIC TRANSACTION RISK. NW Holdings’ and NW Natural’s ability to successfully complete strategic transactions is subject to significant risks, which could adversely affect NW Holdings’ or NW Natural’s financial condition, results of operations, and cash flows67% rewritten
- 04One or more of these risks could affect NW Holdings’ and NW Natural’s financial condition, results of operations, and cash flowsNew
- 05JOINT PARTNER RISK. Investing in business development projects through partnerships, joint ventures or other business arrangements affects our ability to manage certain risks and could adversely impact NW Holdings’ or NW Natural’s financial condition, results of operations and cash flows42% rewritten
- 06CUSTOMER GROWTH RISK. NW Holdings’ and NW Natural’s margin, earnings and cash flow may be negatively affected if we are unable to sustain customer growth rates75% rewritten
- 07RISK OF COMPETITION. Our businesses are subject to competition which could negatively affect NW Holdings’ or NW Natural’s results of operations31% rewritten
Operational Risks
- 08SAFETY REGULATION RISK. NW Holdings and NW Natural may experience increased federal, state and local regulation of the safety of our systems and operations, which could adversely affect NW Holdings’ or NW Natural’s operating costs and financial results81% rewritten
- 09We expect there to be increased costs associated with compliance with new safety laws and regulations, and those costs could be significant. If these costs are not recoverable in our customer rates, they could have a negative impact on NW Holdings’ and NW Natural’s operating costs and financial resultsNew
- 10GAS STORAGE THIRD PARTY PIPELINE RISK. NW Natural’s gas storage business depends on third-party pipelines that connect our storage facilities to interstate pipelines, the failure or unavailability of which could adversely affect NW Holdings’ or NW Natural’s financial condition, results of operations and cash flows
- 11ENVIRONMENTAL REGULATION COMPLIANCE RISK. NW Holdings and NW Natural are subject to environmental regulations, compliance with which or failure to comply with, could adversely affect our operations or financial results
- 12GLOBAL CLIMATE CHANGE RISK. Our businesses may be subject to physical risks associated with climate change, all of which could adversely affect NW Holdings’ or NW Natural’s financial condition, results of operations and cash flows94% rewritten
- 13including in our service territory, and may be elevated by warmer air temperatures, drought, wind and land management practices. Climate change may increase the likelihood and magnitude of damages that may be caused by fires, which may adversely affect our financial condition, results of operations, and cash flowsNew
Business Continuity and Technology Risks
- 14RELIANCE ON TECHNOLOGY RISK. NW Holdings’ and NW Natural’s efforts to integrate, consolidate and streamline each of their operations has resulted in increased reliance on technology, the failure of which could adversely affect NW Holdings’ or NW Natural’s financial condition and results of operations37% rewritten
- 15CYBERSECURITY RISK. NW Holdings’ and NW Natural’s status as an infrastructure services provider coupled with its reliance on technology could result in a security breach which could adversely affect NW Holdings’ or NW Natural’s financial condition and results of operations45% rewritten
Financial and Economic Risks
- 16result in increased pressure on our regulators to seek other means to reduce rates, which also could adversely affect NW Holdings’ and NW Natural’s results of operations and cash flowsNew
- 17INABILITY TO ACCESS CAPITAL MARKET RISK. NW Holdings’ or NW Natural’s inability to access capital, or significant increases in the cost of capital, could adversely affect NW Holdings’ or NW Natural’s financial condition and results of operations21% rewritten
- 18IMPAIRMENT OF LONG-LIVED ASSETS OR GOODWILL RISK. Impairments of the value of long-lived assets or goodwill could have a material effect on NW Holdings’ or NW Natural’s financial condition, or results of operations40% rewritten
- 19CUSTOMER CONSERVATION RISK. Customer conservation may negatively impact NW Holdings’ and NW Natural’s revenues73% rewritten
- 20ECONOMIC RISK. Changes in the economy and in the financial markets may have a negative impact on our financial condition and results of operations87% rewritten
- 21WEATHER RISK. Warmer than average weather may have a negative impact on our revenues and results of operations26% rewritten
- 22WATER SECTOR BUSINESS. NW Holdings' water, wastewater and water services businesses are subject to a number of risks in addition to the risks described above52% rewritten
- 23INVESTMENT RISK. NW Holdings’ expectations with respect to the financial results of its investments in water, wastewater and water services operations are based on various assumptions and beliefs that may not prove accurate, resulting in failures or delays in achieving expected returns or performance43% rewritten
- 24INVESTMENT RISK. NW Holdings’ expectations with respect to the financial results of its investments in non-regulated RNG investments are based on various assumptions and beliefs that may not prove accurate, resulting in failures or delays in achieving expected returns
Other Northwest Natural Holding 10-Ks
- FY2024 10-K risk factors22 risks
Heavy reliance on regulated utility rate-making, customer growth, and environmental safety compliance.
Filed Feb 28, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.