Item 2.02 Results of Operation and Financial Condition
On August 4, 2022, Northwest Natural Holding Company (NW Holdings) issued a
press release announcing its earnings for the quarter ended June 30, 2022. 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.
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," "intends," "plans,"
"seeks," "believes," "estimates," "expects" 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, timing, goals, strategies, commitments, future events,
investments, 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, utility system and infrastructure investments, system
modernization, reliability and resiliency, global, national and local economies,
customer and business growth, 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, renewable
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, the water and
wastewater acquisition and investment strategy and financial effects of water
and wastewater acquisitions, diversity, equity and inclusion initiatives,
operating plans of third parties, financial results, including estimated income,
availability and sources of liquidity, expenses, positions, revenues, returns,
cost of capital, timing, and earnings, earnings guidance and estimated future
growth rates, dividends, commodity costs and sourcing asset management
activities, performance, timing, outcome, or effects of regulatory proceedings
or mechanisms or approvals, including OPUC approval of the Oregon general rate
case settlements, regulatory prudence reviews, anticipated regulatory actions or
filings, accounting treatment of future events, effects of legislation or
changes in laws or regulations, effects, extent, severity and duration of
COVID-19 and resulting economic disruption, the impact of mitigating factors and
other efforts to mitigate risks posed by its spread, ability of our workforce,
customers or suppliers to operate or conduct business, COVID-19 financial
impact, expenses, cost savings measures and cost recovery including through
regulatory deferrals and the timing and magnitude thereof, impact on capital
projects, governmental actions and timing thereof, 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 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
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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.
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.
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