RELIABLE
RESILIENT
RENEWABLE
2019 ANNUAL REPORT
SH AREHO LD ER LE T T E R
President and CEO, David Anderson at the
company’s new, seismically-ready location.
Although many
things have
changed since
our inception in
1859, our values
have stood the
test of time.
TO OUR SHAREHOLDERS
In 2019, we celebrated our 160TH ANNIVERSARY.
It was a year of many important milestones and
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our success: a deep commitment to our custom-
ers and communities to provide safe and reliable
service, an ability to imagine the future, and a
passion for innovation and execution of our vision.
These attributes have served us well for the past 16 decades and still
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providing high-quality customer service; investing in the reliability and
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renewable natural gas into our supply portfolio for a low-carbon future;
and growing our water and wastewater utility business.
Although many things have changed since our inception in 1859, our
values have stood the test of time. As we celebrate the achievements of
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SHAREHO LD ER L ET T ER
2019 HIGHLIGHTS
NET INCOME
Reported 2019 net income from continuing operations of $65.3 million or $2.19 per share,
which included a regulatory disallowance of historical pension costs of $10.5 million
pre-tax. Excluding that charge, on a non-GAAP basis, net income from continuing operations
was $71.9 million or $2.41 per share for 20191 compared to $2.33 per share for 2018 or an
increase of 3.4 percent.
1 See Financial Overview
on page 8 for non-GAAP
reconciliation.
GROWTH
Added nearly 12,500 new
natural gas meters for
an annual growth rate
of 1.7 percent, bringing
the people we serve to
approximately 2.5 million
through over 760,000
meters.
CUSTOMER SERVICE
Highest J.D. Power score
in the nation among large
natural gas utilities for
seven out of the last
10 years.
RELIABILITY
Invested over $260 million
of capital expenditures
to support natural gas
utility’s system reliability
and improvements.
WASHINGTON
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NW Natural Washington
general rate case in a
decade, increasing our
revenue requirement
by $5.1 million.
OREGON
Filed a NW Natural
general rate case in
Oregon requesting a
$71.4 million increase to
revenue requirement to
recover costs associated
with investments for
safety and reliability.
NORTH MIST
Began gas storage service
from this facility, which
was a multiyear $149
million project —one of
the largest projects in
our history.
ACQUISITIONS
Closed four water
acquisitions in 2019,
serving approximately
23,000 people through
about 10,600 water
distribution and
wastewater connections.
RETURNS
Provided total shareholder
return of 25 percent.
DIVIDENDS
Increased dividends paid
for the 64th consecutive
year, one of the longest
records of any company
on the NYSE.
CORPORATE PROFILE
NW NATURAL HOLDINGS (cid:11)(cid:49)(cid:60)(cid:54)(cid:40)(cid:29)(cid:3)(cid:49)(cid:58)(cid:49)(cid:12)
and owns a regulated natural gas
distribution company, NW Natural,
water and wastewater utilities through
its subsidiary, NW Natural Water, and other
business interests and activities.
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3
SH AREHO LD ER LE T T E R
NW NATURAL — NATURAL GAS UTILITY
Safety and Reliability
Safety is at the core of everything we do. It’s our greatest
responsibility to our customers, our employees and
the communities we serve.
continue functioning after an earthquake. Additionally,
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service territory with seismic resiliency, safety and
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Our pipeline system continues to be one of the
most modern in the nation. We remain vigilant and
continuously monitor, perform integrity assessments
and maintain our systems for safety and reliability.
We not only meet state and federal regulations,
we exceed them.
In 2019, we began several reinforcement projects to
strengthen reliability and capacity of our pipeline system
to support growth in the suburbs and cities surrounding
the Portland metro area. These multiyear projects are
expected to be completed later this year, and will ensure
we can serve our growing customer base.
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We worked hard to keep our employees trained and ready
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metrics, responded to damages and odors within tight
time frames and completed ongoing scenario-based
training at our state-of-the-art center. We hosted many
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if an incident involving natural gas occurs.
Resiliency
Last year, we advanced multiple initiatives to harden
our infrastructure and facilities in preparation for
natural events like seismic activity.
After years of evaluation and planning, NW Natural
moved into a new operations center that is built to
4
Today reliable service also requires investments in
technology to protect our critical systems and our
customer data. We enhanced our cybersecurity
protections and relocated our data center for
increased resiliency.
Growth and Affordability
The economy in our service territory kept pace with
national activity last year with a few positive exceptions.
Unemployment remained near historic lows in Oregon
and Washington, and wages have grown far past their
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west in 2019 continued to bolster growth.
Meanwhile, housing prices and sales have stabilized
since their peak a few years ago and continued
supporting strong levels of construction. Overall we
added 12,500 new meters to the natural gas system
for an annual growth rate of 1.7 percent in 2019. While
single-family new homes provided the largest portion
of these new meters, we also continued to see interest
from homeowners to convert to natural gas, which
added 3,300 new meters.
Customers continue to prefer natural gas for its
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natural gas commodity prices, the average customer
bill is lower today than 15 years ago. Natural gas
enjoys a competitive position over other heating
options with up to a 70 percent price advantage.
UTILITY METERS AT YEAR-END
780,000
760,000
740,000
720,000
700,000
680,000
660,000
640,000
620,000
600,000
580,000
2015
2016
2017
2018
2019
RESIDENTIAL
COMMERCIAL
INDUSTRIAL
We added 12,500 new connections and now serve over
760,000 meters.
SHAREHO LD ER L ET TE R
In October 2019, we concluded a Washington rate case
that increased our rates by $5.1 million and established
a recovery mechanism for environmental remediation
costs. New rates were effective Nov. 1, 2019.
In December 2019, after careful consideration,
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increase to base rates to recover costs associated with
investments to strengthen and reinforce the natural gas
system, provide necessary system maintenance and
operational resiliency, and make important technology
upgrades. The OPUC and other stakeholders are
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to be effective Nov. 1, 2020.
Reliable Energy for the Region
Since its inception in 1989, the Mist gas storage facility
has proven to be an extremely valuable asset allowing
NW Natural to store natural gas and use it to serve
customers during the coldest winter days. Early in 2019,
the facility once again proved its worth when cold
weather coupled with lower pipeline capacity from
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Because of Mist, we were able to maintain service to
our customers and other utilities. Given the Northwest’s
reliance on Mist, we’ve been evaluating upgrades to
ensure reliable operations for years to come. In 2020,
we’ll be replacing the dehydration system and com-
pleting a long-term assessment study and action
plan for our compression equipment at the facility.
In 2019, NW Natural completed an expansion of storage
capacity with the North Mist project. The $149 million
project began service in May 2019. The investment
was rate based under an established tariff schedule
approved by the OPUC. The completed facility includes
4.1 billion cubic feet of storage, an additional compressor
station and a dedicated 13-mile pipeline connecting
NW Natural’s facility to Portland General Electric’s
Port Westward industrial park. PGE draws on the facility
to rapidly integrate more wind power into the grid,
knowing they have 24/7 reliable natural gas backup.
The facility is contracted for an initial 30-year period,
with renewal options of up to 50 years beyond that.
Evolving for the Future
Environmental stewardship is a core value that has
driven us to replace our cast iron and bare steel pipe,
creating one of the most modern and lowest-emitting
systems in the country. It has also led us to be one of the
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energy conservation. It has guided our creation of Smart
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stand-alone gas utility, so our customers can share in
our passion for environmental stewardship. And it has
driven us to pursue our Low Carbon Pathway, setting a
voluntary goal of 30 percent carbon emissions savings
by 2035 for NW Natural and compelling us to innovate.
5
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(cid:76)(cid:86)(cid:3)(cid:68)(cid:79)(cid:90)(cid:68)(cid:92)(cid:86)(cid:3)(cid:68)(cid:3)(cid:74)(cid:82)(cid:68)(cid:79)(cid:3)(cid:76)(cid:81)(cid:3)
(cid:49)(cid:58)(cid:3)(cid:49)(cid:68)(cid:87)(cid:88)(cid:85)(cid:68)(cid:79)(cid:267)(cid:86)(cid:3)(cid:38)(cid:88)(cid:86)(cid:87)(cid:82)(cid:80)(cid:72)(cid:85)(cid:3)
(cid:38)(cid:82)(cid:81)(cid:87)(cid:68)(cid:70)(cid:87)(cid:3)(cid:38)(cid:72)(cid:81)(cid:87)(cid:72)(cid:85)(cid:17)
Serving Customers Well
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natural gas equipment continues to be preferred by our
customers. But we also know we have to keep improving
all aspects of our business. While NW Natural employees
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service, we must also ensure our technology offers the
options and seamless interactions customers expect.
To that end, last year we advanced several new
technology projects set to launch in 2020. Our vision
has been to replace legacy customer-facing systems
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customers.
In 2019, we made important progress on this multiyear
effort, with cross-functional teams working on a
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enhancements and easier payment processing options
for customers. A new Interactive Voice Response system
is designed to improve capabilities for customers
seeking automated options, as will a new Customer
Order Management system, designed to streamline
the onboarding process for consumers, businesses,
and trade allies.
We greatly appreciated that our customers gave us
the highest scores in the West among large utilities in
both the J.D. Power Residential and Business Customer
Satisfaction Studies in 2019, and we’re committed
to doing all we can to maintain this strong level of
performance going forward.
Working Productively with Regulators
As part of the 2017 Oregon general rate case, the
Public Utility Commission of Oregon (OPUC) ordered
an overall $23.4 million revenue requirement increase
from previous rates effective Nov. 1, 2018 and ruled
that beginning April 1, 2019 we could begin recovering
deferred pension expenses and also begin returning tax
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to customers.
SH AREHO LD ER LE T T E R
CAPITAL EXPENDITURES
(in millions)
$300
$250
$200
$150
$100
$50
$0
2015
2016
2017
CUSTOMER
GROWTH
SAFETY AND
RELIABILITY
2018
OTHER
2019
NORTH
MIST
Total investment in capital expenditures during 2019 was over $260 million
on an accrual basis.
We believe there is a climate imperative and
reducing emissions is essential. Natural gas is an
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a critical part of a low-carbon energy future. Each year,
NW Natural delivers more energy in Oregon than any
other utility. And, according to data from the Oregon
Department of Environmental Quality, the use of
natural gas by our residential and commercial
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Oregon’s total greenhouse gas emissions.
In 2019, we worked collaboratively with legislators and
stakeholders to get Senate Bill 98 signed into law by
Oregon Governor Kate Brown. This groundbreaking
legislation creates a path for renewable natural gas to
become an increasing part of the state’s energy supply.
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wind and solar energy, and is produced from organic
materials like food, agricultural and forestry waste,
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tioning equipment, the gases from those organic waste
streams can now be captured, cleaned up to pipeline
quality and added to our existing pipeline network to
serve homes, businesses and vehicles.
Renewable natural gas is a great way to help our
communities solve their waste problems and create
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inventory of technical potential, the Oregon Depart-
ment of Energy found nearly 50 billion cubic feet of
potential renewable natural gas supply, equivalent to
the total amount of natural gas used by all Oregon
residential customers today.
Additionally, renewable hydrogen produced from excess
wind, hydro and solar energy can also be blended
into the existing pipeline system as another climate
solution to be developed under this new Oregon law.
SB 98 enables natural gas utilities to acquire renewable
natural gas and renewable hydrogen on behalf of
6
Oregon customers and to add as much as 30 percent
renewables into the state’s pipeline system. The law
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requirement to be used to cover the incremental cost
of these renewable sources. Currently that equates
to about $33 million annually for NW Natural. Gas
utilities are also allowed to rate base interconnections
with the gas system and could include renewable
facilities in rate base if that’s the lowest-cost option
for customers.
In 2020, the OPUC is set to complete the rulemaking
process for SB 98, allowing us to purchase renewable
natural gas on behalf of our customers before year-end.
In 2019, we sent a team abroad to learn about
rapidly occurring innovations in renewable natural gas
and renewable hydrogen. Meeting with government
entities, utilities and private companies in Germany,
Great Britain, France and the Netherlands, we were
able to see the results of investment, innovation
and progress that can be replicated in our backyard.
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low-carbon pathway.
To accelerate our progress, we’ve formed a Renewable
Resources department to work with local waste facili-
ties, technology companies and research partners to
bring renewable natural gas to market as quickly and
effectively as possible. With more than 120 projects
already up and running throughout the nation, we’re
excited for our team to be part of this local answer to
closing the loop on waste. Our team will also be pursing
renewable hydrogen and the technology advancements
that are bringing down the costs of this resource, as we
work to augment our efforts to decarbonize more and
more of our supply in the years to come.
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(cid:46)(cid:68)(cid:87)(cid:75)(cid:85)(cid:92)(cid:81)(cid:3)(cid:58)(cid:76)(cid:79)(cid:79)(cid:76)(cid:68)(cid:80)(cid:86)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:50)(cid:85)(cid:72)(cid:74)(cid:82)(cid:81)(cid:3)(cid:42)(cid:82)(cid:89)(cid:72)(cid:85)(cid:81)(cid:82)(cid:85)(cid:3)
(cid:46)(cid:68)(cid:87)(cid:72)(cid:3)(cid:37)(cid:85)(cid:82)(cid:90)(cid:81)(cid:3)(cid:68)(cid:87)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:86)(cid:76)(cid:74)(cid:81)(cid:76)(cid:81)(cid:74)(cid:3)(cid:82)(cid:73)(cid:3)(cid:54)(cid:37)(cid:3)(cid:28)(cid:27)(cid:17)
SHAREHO LD ER L ET TE R
NW NATURAL WATER — WATER UTILITIES
Proven Execution
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our water strategy and tripled the number of people
we serve. The water utility business has proven to
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existing operating capabilities and aligning well with
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(cid:71)(cid:76)(cid:89)(cid:72)(cid:85)(cid:86)(cid:76)(cid:403)(cid:70)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:15)(cid:3)(cid:86)(cid:87)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3)(cid:70)(cid:68)(cid:86)(cid:75)(cid:3)(cid:404)(cid:82)(cid:90)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:86)(cid:88)(cid:69)(cid:86)(cid:87)(cid:68)(cid:81)(cid:87)(cid:76)(cid:68)(cid:79)
long-term investment opportunities.
In May 2019, we closed our largest transaction to date
with Sunriver water and wastewater to serve more
than 20,000 people through about 9,400 connections.
This acquisition was a meaningful step for our growing
water business and added wastewater expertise to
our portfolio. At Dec. 31, 2019, we served over 45,000
people through about 18,000 connections in the
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Disciplined Expansion
Our disciplined approach to water acquisitions has
worked well. Our acquisition strategy continued in early
2020 when we completed the purchase of the Suncadia
resort water and wastewater utilities in Washington.
This high-end resort community attracts residents from
Seattle and serves about 2,800 connections.
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opportunity to acquire a utility outside the region came
in Texas. Texas is a key growth area in the U.S. and we
believe its economy, business environment and growth
make it an attractive region to continue growing our
water platform. In March 2020, we closed our acquisi-
tion of T&W, which serves about 3,700 water distribution
connections in Conroe, Texas, outside Houston.
Once some other smaller outstanding transactions
close, we’ll have invested approximately $110 million
in the water sector. These aggregate acquisitions are
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year of their operations.
We intend to continue our disciplined and focused
approach in pursuing our water strategy.
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(cid:81)(cid:82)(cid:90)(cid:3)(cid:76)(cid:81)(cid:3)(cid:73)(cid:82)(cid:88)(cid:85)(cid:3)(cid:86)(cid:87)(cid:68)(cid:87)(cid:72)(cid:86)(cid:15)(cid:3)
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SERVING CUSTOMERS TODAY AND TOMORROW
For more than 160 years, we’ve provided essential utility
services to our customers. While the products and
delivery methods have changed over time, our dedica-
tion to meeting the needs of our customers, working
collaboratively with our communities, and creating
value for our shareholders hasn’t wavered.
was still developing at the time this letter went to
print, as a company we remain steadfastly committed
to customer and employee safety even in unprecedented
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mission and vision for the future. We look forward to
working on your behalf in the year ahead.
We owe our continued success to the daily dedication
of our employees and our commitment to our shared
values. In 2020, our value of safety is that much more
paramount as our nation and local communities adapt
to the effects of the coronavirus. While the situation
David H. Anderson
(cid:51)(cid:85)(cid:72)(cid:86)(cid:76)(cid:71)(cid:72)(cid:81)(cid:87)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:403)(cid:70)(cid:72)(cid:85)
7
FINANCIAL OVERVIEW
2019
2018
WASHINGTON
KEY HIGHLIGHTS
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AS
ASASTORIA
N. MIST
& MIST
VANCOUVERR
PORTLANDD
D
THE DALLES
TRAINING
CENTER
LINCOLN CITY
NEWPORT
SALEM
ALBANY
EUGENE
OREGON
COOS BAYAY
AYAY
KEY
NW NATURAL SERVICE TERRITORY
TRAINING CENTER
REGIONAL RESOURCE CENTER
STORAGE
OPERATIONS CENTER
(cid:54)(cid:68)(cid:79)(cid:80)(cid:82)(cid:81)(cid:3)(cid:57)(cid:68)(cid:79)(cid:79)(cid:72)(cid:92)(cid:3)(cid:58)(cid:68)(cid:87)(cid:72)(cid:85)
(cid:54)(cid:88)(cid:81)(cid:85)(cid:76)(cid:89)(cid:72)(cid:85)(cid:3)(cid:58)(cid:68)(cid:87)(cid:72)(cid:85)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:58)(cid:68)(cid:86)(cid:87)(cid:72)(cid:90)(cid:68)(cid:87)(cid:72)(cid:85)
(cid:38)(cid:68)(cid:86)(cid:70)(cid:68)(cid:71)(cid:76)(cid:68)(cid:3)(cid:58)(cid:68)(cid:87)(cid:72)(cid:85)
(cid:54)(cid:88)(cid:81)(cid:70)(cid:68)(cid:71)(cid:76)(cid:68)(cid:3)(cid:58)(cid:68)(cid:87)(cid:72)(cid:85)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:58)(cid:68)(cid:86)(cid:87)(cid:72)(cid:90)(cid:68)(cid:87)(cid:72)(cid:85)
(cid:41)(cid:68)(cid:79)(cid:79)(cid:86)(cid:3)(cid:58)(cid:68)(cid:87)(cid:72)(cid:85)(cid:3)
(cid:42)(cid:72)(cid:80)(cid:3)(cid:54)(cid:87)(cid:68)(cid:87)(cid:72)(cid:3)(cid:58)(cid:68)(cid:87)(cid:72)(cid:85)
(cid:55)(cid:9)(cid:58)(cid:3)(cid:58)(cid:68)(cid:87)(cid:72)(cid:85)
WA
OR
ID
MT
WY
NV
CA
UT
CO
AZ
NM
8
ND
SD
NE
MN
IA
KS
MO
OK
TX
AR
LA
Operating revenues
Net income from continuing operations
Adjusted net income from continuing operations
746,372
65,311
71,899
706,143
67,311
67,311
COMMON STOCK
(cid:54)(cid:75)(cid:68)(cid:85)(cid:72)(cid:75)(cid:82)(cid:79)(cid:71)(cid:72)(cid:85)(cid:3)(cid:71)(cid:68)(cid:87)(cid:68)(cid:3)(cid:11)(cid:19)(cid:19)(cid:19)(cid:12)(cid:29)
Average shares outstanding–diluted
Year-end shares outstanding
(cid:51)(cid:72)(cid:85)(cid:3)(cid:86)(cid:75)(cid:68)(cid:85)(cid:72)(cid:3)(cid:71)(cid:68)(cid:87)(cid:68)(cid:3)(cid:11)(cid:7)(cid:12)(cid:29)
Diluted earnings from continuing operations
Adjusted diluted earnings from continuing operations
Dividends paid
Book value at year-end
Market value at year-end
29,859
30,472
(cid:3)
2.19
2.411
1.90
28.42
73.73
28,873
28,880
(cid:3)
(cid:3)
2.33
2.33
1.89
26.41
60.46
NATURAL GAS DISTRIBUTION OPERATING HIGHLIGHTS
Gas deliveries (000 therms)
Margin2 ($000)
Degree days
Meters at year-end
Employees at year-end
WATER OPERATING HIGHLIGHTS
Connections at year-end
Employees at year-end
1,215,154
422,731
2,709
762,877
1,167
1,128,203
383,696
2,313
750,421
1,167
18,129
38
7,400
16
DIVIDENDS PAID ON COMMON STOCK (per share)
Payment date
February
May
August
November
Total dividends paid
0.4750
0.4750
0.4750
0.4775
1.9025
0.4725
0.4725
0.4725
0.4750
1.8925
NATURAL GAS DISTRIBUTION MARGIN
(in $000)
DIVIDENDS PAID PER SHARE
($)
$430,000
$420,000
$410,000
$400,000
$390,000
$380,000
$370,000
$360,000
$350,000
$340,000
2015
2016
2017
2018
2019
$1.90
$1.88
$1.86
$1.84
$1.82
$1.80
2015
2016
2017
2018
2019
Natural Gas Distribution margin increased $39.0
million to $422.7 million in 2019.
Annual dividends paid per share in 2019 increased
for the 64th consecutive year.
1 (cid:36)(cid:71)(cid:77)(cid:88)(cid:86)(cid:87)(cid:72)(cid:71)(cid:3)(cid:81)(cid:72)(cid:87)(cid:3)(cid:76)(cid:81)(cid:70)(cid:82)(cid:80)(cid:72)(cid:3)(cid:73)(cid:85)(cid:82)(cid:80)(cid:3)(cid:70)(cid:82)(cid:81)(cid:87)(cid:76)(cid:81)(cid:88)(cid:76)(cid:81)(cid:74)(cid:3)(cid:82)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:40)(cid:51)(cid:54)(cid:3)(cid:73)(cid:82)(cid:85)(cid:3)(cid:21)(cid:19)(cid:20)(cid:28)(cid:3)(cid:68)(cid:85)(cid:72)(cid:3)(cid:81)(cid:82)(cid:81)(cid:16)(cid:42)(cid:36)(cid:36)(cid:51)(cid:3)(cid:403)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:80)(cid:72)(cid:68)(cid:86)(cid:88)(cid:85)(cid:72)(cid:86)(cid:3)(cid:87)(cid:75)(cid:68)(cid:87)(cid:3)(cid:72)(cid:91)(cid:70)(cid:79)(cid:88)(cid:71)(cid:72)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)
regulatory pension disallowance of $10.5 million pre-tax or $6.6 million after-tax. The after-tax disallowance is calculated
using the combined federal and state statutory tax rate of 26.5% and reducing the disallowance by $1.1 million of deferred
(cid:87)(cid:68)(cid:91)(cid:72)(cid:86)(cid:3)(cid:86)(cid:83)(cid:72)(cid:70)(cid:76)(cid:403)(cid:70)(cid:68)(cid:79)(cid:79)(cid:92)(cid:3)(cid:68)(cid:86)(cid:86)(cid:82)(cid:70)(cid:76)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:90)(cid:76)(cid:87)(cid:75)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:83)(cid:72)(cid:81)(cid:86)(cid:76)(cid:82)(cid:81)(cid:3)(cid:69)(cid:68)(cid:79)(cid:68)(cid:81)(cid:70)(cid:76)(cid:81)(cid:74)(cid:3)(cid:68)(cid:70)(cid:70)(cid:82)(cid:88)(cid:81)(cid:87)(cid:17)(cid:3)(cid:40)(cid:51)(cid:54)(cid:3)(cid:76)(cid:86)(cid:3)(cid:70)(cid:68)(cid:79)(cid:70)(cid:88)(cid:79)(cid:68)(cid:87)(cid:72)(cid:71)(cid:3)(cid:88)(cid:86)(cid:76)(cid:81)(cid:74)(cid:3)(cid:21)(cid:28)(cid:17)(cid:28)(cid:3)(cid:80)(cid:76)(cid:79)(cid:79)(cid:76)(cid:82)(cid:81)(cid:3)(cid:71)(cid:76)(cid:79)(cid:88)(cid:87)(cid:72)(cid:71)(cid:3)(cid:86)(cid:75)(cid:68)(cid:85)(cid:72)(cid:86)(cid:17)
2 References to margin refer to natural gas distribution segment.
NW NATURAL HOLDINGS & NW NATURAL BOARDS OF DIR ECTOR S
DAVID H. ANDERSON
President and Chief Executive
Officer, NW Natural Holdings
and NW Natural
TIMOTHY P. BOYLE
President and Chief Executive
Officer and Chairman of the Board,
Columbia Sportswear Company
MARTHA L. “STORMY”
BYORUM
Chief Executive Officer,
Cori Investment Advisors, LLC
JOHN D. CARTER
Chairman of the Board,
Schnitzer Steel Industries, Inc.
MARK S. DODSON
Former Chief Executive
Officer, NW Natural
MONICA ENAND
Founder and Chief Executive
Officer, Zapproved
C. SCOTT GIBSON
President, Gibson Enterprises
TOD R. HAMACHEK
Chairman of the Board,
NW Natural Holdings
and NW Natural
JANE L. PEVERETT
Former President and Chief
(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:403)(cid:70)(cid:72)(cid:85)(cid:15)(cid:3)(cid:37)(cid:85)(cid:76)(cid:87)(cid:76)(cid:86)(cid:75)(cid:3)(cid:38)(cid:82)(cid:79)(cid:88)(cid:80)(cid:69)(cid:76)(cid:68)(cid:3)
Transmission Corporation
KENNETH THRASHER
Former Chairman of the
Board, Compli Corporation
MALIA H. WASSON
President,
Sand Creek Advisors
CHARLES A. WILHOITE
Managing Director, Willamette
Management Associates, Inc.
STEVEN E. WYNNE
Independent Director,
NW Natural and Executive
Vice President, Moda, Inc.
NW NATURAL SENIOR M A NAGE ME NT
DAVID H. ANDERSON 1
President and
Chief Executive Officer
FRANK BURKHARTSMEYER1
Chief Financial Officer
JAMES DOWNING
Vice President and
Chief Information Officer
SHAWN M. FILIPPI (cid:20)(cid:15)(cid:21)
Vice President, Chief Compliance
Officer and Corporate Secretary
KIMBERLY HEITING
Senior Vice President Operations
and Chief Marketing Officer
JON HUDDLESTON
Vice President Engineering and
Utility Operations
JUSTIN B. PALFREYMAN 2
Vice President, Strategy and
Business Development, and
President, NW Natural Water
1 Also officers at NW Natural Holdings
2 Also officers at NW Natural Water
MELINDA ROGERS
Vice President, Chief Human
Resources and Diversity Officer
MARDILYN SAATHOFF1
Senior Vice President,
Regulation and General Counsel
DAVE WEBER
Vice President, Gas Supply
and Utility Support Services
KATHRYN WILLIAMS
Vice President, Public Affairs
and Sustainability
BRODY J. WILSON(cid:20)(cid:15)(cid:21)
Vice President,
Chief Accounting Officer,
Controller and Treasurer
9
CORPORATE I NFOR M AT I ON
NOTICE OF ANNUAL MEETING
The 2020 Annual Meeting of Shareholders is scheduled to be held at 2 p.m., Thursday, May 28, 2020. At the time of the printing of this
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COVID-19 and support social distancing measures. After making this determination, a meeting notice and proxy statement describing our
plans for conducting the meeting will be sent to all shareholders who hold shares as of the record date, April 9, 2020. Such plans may be
supplemented or revised as appropriate.
Dividend reinvestment
and direct stock purchase plan
Participants may make an initial invest-
ment in company stock and common
shareholders of record may reinvest all or
part of their dividends in additional shares
under the company’s plan. Cash purchases
may also be made. Participants in the plan
bear the cost of brokerage fees and com-
missions for shares purchased on the open
(cid:80)(cid:68)(cid:85)(cid:78)(cid:72)(cid:87)(cid:3)(cid:87)(cid:82)(cid:3)(cid:73)(cid:88)(cid:79)(cid:403)(cid:79)(cid:79)(cid:3)(cid:83)(cid:88)(cid:85)(cid:70)(cid:75)(cid:68)(cid:86)(cid:72)(cid:86)(cid:3)(cid:88)(cid:81)(cid:71)(cid:72)(cid:85)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:83)(cid:79)(cid:68)(cid:81)(cid:17)(cid:3)
A prospectus will be sent upon request.
COMPARISON OF FIVE-YEAR
CUMULATIVE TOTAL RETURN
(Based on $100 invested on 12/31/2014)
$250
$200
$150
$100
$50
$0
2014
2015
2016
2017
2018
2019
NWN
S&P UTILITIES INDEX
S&P 500 INDEX
Total shareholder return (annualized) over
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for NW Natural was 11.67%, compared to
Standard & Poor’s (S&P) Utilities Index
return of 10.29%, and the S&P 500 Index
return of 11.68%.
Scheduled dividend payment dates
Subject to Board approval, the following
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February 14, 2020
May 15, 2020
August 14, 2020
November 13, 2020
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(cid:55)(cid:75)(cid:72)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:403)(cid:70)(cid:72)(cid:85)(cid:3)(cid:70)(cid:72)(cid:85)(cid:87)(cid:76)(cid:403)(cid:72)(cid:71)(cid:3)(cid:87)(cid:82)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)
NYSE on June 24, 2019, that as of that date,
he was not aware of any violation by the
company of NYSE’s corporate governance
listing standards, and the company had
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Commission (SEC), as exhibits 31.1 and
31.2 to its Annual Report on Form 10-K
for the year ended December 31, 2018,
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(cid:50)(cid:73)(cid:403)(cid:70)(cid:72)(cid:85)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:41)(cid:76)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:50)(cid:73)(cid:403)(cid:70)(cid:72)(cid:85)(cid:3)(cid:82)(cid:73)(cid:3)
the company certifying the quality of the
company’s public disclosure. For the year
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(cid:82)(cid:73)(cid:3)(cid:87)(cid:75)(cid:72)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:73)(cid:403)(cid:70)(cid:72)(cid:85)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)
(cid:41)(cid:76)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:50)(cid:73)(cid:403)(cid:70)(cid:72)(cid:85)(cid:3)(cid:68)(cid:85)(cid:72)(cid:3)(cid:68)(cid:87)(cid:87)(cid:68)(cid:70)(cid:75)(cid:72)(cid:71)(cid:3)(cid:68)(cid:86)(cid:3)(cid:72)(cid:91)(cid:75)(cid:76)(cid:69)(cid:76)(cid:87)(cid:86)(cid:3)
31.1 and 31.2 to the Form 10-K included in
this Annual Report.
Contact the NW Natural Holdings Board
Concerns may be directed to the
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NW Natural Holdings Board of Directors
c/o Corporate Secretary
250 SW Taylor Street
Portland, OR 97204
Forward-looking statements
The statements made in this Annual Report
that are not purely historical, including
statements regarding plans, goals, strat-
egies, success, opportunities, dividends,
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future events, performance, stability,
continuation of past practices, future
demand or preference for gas, the future
of clean energy and the role of natural gas
in it, renewable natural gas, power to gas or
renewable hydrogen, reduction of green-
house gas emissions, commodity costs,
customer rates and service, competitive
position, revenues, customer and business
growth, capital expenditures, project
development or investment, including but
not limited to pipeline reinforcements
and Mist storage upgrades, emergency
preparedness, cybersecurity, system
reliability, safety, resiliency, business
continuity, environmental stewardship,
regulatory proceedings and actions,
including, but not limited to our rate case
and the timing and results thereof, rate
recovery, effects of regulatory mech-
anisms, the regional economy, water
utility strategy, planned acquisitions and
integration thereof, operating plans and
implementation, technology development,
multifamily sector, system modernization
(cid:68)(cid:81)(cid:71)(cid:3)(cid:72)(cid:73)(cid:403)(cid:70)(cid:76)(cid:72)(cid:81)(cid:70)(cid:92)(cid:15)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:72)(cid:73)(cid:73)(cid:72)(cid:70)(cid:87)(cid:86)(cid:3)(cid:82)(cid:73)(cid:3)(cid:79)(cid:72)(cid:74)(cid:76)(cid:86)(cid:79)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:3)
including but not limited to Oregon Senate
Bill 98, are forward-looking statements
within the “safe harbor” provisions of the
Private Securities Litigation Reform Act of
1995. NW Natural’s actual results could
differ materially from those anticipated
in these forward-looking statements as a
result of risks and uncertainties, including
those described in the attached report on
Form 10-K. For a more complete descrip-
tion of these risks and uncertainties, please
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10-K and 10-Q.
Request for publications
The following publications may be obtained
without charge by contacting the Corporate
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(cid:39)(cid:76)(cid:85)(cid:72)(cid:70)(cid:87)(cid:82)(cid:85)(cid:3)(cid:44)(cid:81)(cid:71)(cid:72)(cid:83)(cid:72)(cid:81)(cid:71)(cid:72)(cid:81)(cid:70)(cid:72)(cid:3)(cid:54)(cid:87)(cid:68)(cid:81)(cid:71)(cid:68)(cid:85)(cid:71)(cid:86)(cid:30)(cid:3)(cid:38)(cid:82)(cid:71)(cid:72)(cid:3)
(cid:82)(cid:73)(cid:3)(cid:40)(cid:87)(cid:75)(cid:76)(cid:70)(cid:86)(cid:30)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:37)(cid:82)(cid:68)(cid:85)(cid:71)(cid:3)(cid:38)(cid:82)(cid:80)(cid:80)(cid:76)(cid:87)(cid:87)(cid:72)(cid:72)(cid:3)(cid:38)(cid:75)(cid:68)(cid:85)(cid:87)(cid:72)(cid:85)(cid:86)(cid:17)(cid:3)
(cid:55)(cid:75)(cid:72)(cid:86)(cid:72)(cid:3)(cid:83)(cid:88)(cid:69)(cid:79)(cid:76)(cid:70)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:15)(cid:3)(cid:68)(cid:86)(cid:3)(cid:90)(cid:72)(cid:79)(cid:79)(cid:3)(cid:68)(cid:86)(cid:3)(cid:82)(cid:87)(cid:75)(cid:72)(cid:85)(cid:3)(cid:403)(cid:79)(cid:76)(cid:81)(cid:74)(cid:86)(cid:3)
made with the SEC, are also available on
our website at nwnaturalholdings.com.
(cid:50)(cid:88)(cid:85)(cid:3)(cid:54)(cid:40)(cid:38)(cid:3)(cid:403)(cid:79)(cid:76)(cid:81)(cid:74)(cid:86)(cid:3)(cid:68)(cid:85)(cid:72)(cid:3)(cid:68)(cid:79)(cid:86)(cid:82)(cid:3)(cid:68)(cid:89)(cid:68)(cid:76)(cid:79)(cid:68)(cid:69)(cid:79)(cid:72)(cid:3)(cid:87)(cid:75)(cid:85)(cid:82)(cid:88)(cid:74)(cid:75)(cid:3)
the SEC’s website (sec.gov).
PRODUCED BY NW NATURAL’S CORPORATE COMMUNICATIONS
PHOTO CREDITS: ETHAN DOW (cid:16)(cid:3)(cid:76)(cid:81)(cid:86)(cid:76)(cid:71)(cid:72)(cid:3)(cid:69)(cid:68)(cid:70)(cid:78)(cid:3)(cid:70)(cid:82)(cid:89)(cid:72)(cid:85)(cid:29)(cid:3)(cid:50)(cid:85)(cid:72)(cid:74)(cid:82)(cid:81)(cid:3)(cid:38)(cid:82)(cid:68)(cid:86)(cid:87)(cid:30)(cid:3)DALE HEADRICK (cid:16)(cid:3)(cid:70)(cid:82)(cid:89)(cid:72)(cid:85)(cid:29)(cid:3)(cid:82)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:3)(cid:70)(cid:72)(cid:81)(cid:87)(cid:72)(cid:85)(cid:15)
(cid:86)(cid:72)(cid:85)(cid:89)(cid:76)(cid:70)(cid:72)(cid:3)(cid:87)(cid:72)(cid:70)(cid:75)(cid:81)(cid:76)(cid:70)(cid:76)(cid:68)(cid:81)(cid:30) (cid:83)(cid:68)(cid:74)(cid:72)(cid:3)(cid:22)(cid:15)(cid:3)(cid:45)(cid:17)(cid:39)(cid:17)(cid:3)(cid:51)(cid:82)(cid:90)(cid:72)(cid:85)(cid:3)(cid:68)(cid:90)(cid:68)(cid:85)(cid:71)(cid:86)(cid:30)(cid:3)(cid:83)(cid:68)(cid:74)(cid:72)(cid:3)(cid:23)(cid:15)(cid:3)(cid:403)(cid:72)(cid:79)(cid:71)(cid:3)(cid:87)(cid:72)(cid:70)(cid:75)(cid:81)(cid:76)(cid:70)(cid:76)(cid:68)(cid:81)(cid:86)(cid:30)(cid:3)(cid:83)(cid:68)(cid:74)(cid:72)(cid:3)(cid:24)(cid:15)(cid:3)(cid:38)(cid:88)(cid:86)(cid:87)(cid:82)(cid:80)(cid:72)(cid:85)(cid:3)(cid:38)(cid:82)(cid:81)(cid:87)(cid:68)(cid:70)(cid:87)(cid:3)(cid:38)(cid:72)(cid:81)(cid:87)(cid:72)(cid:85)(cid:30)(cid:3)
(cid:83)(cid:68)(cid:74)(cid:72)(cid:3)(cid:25)(cid:15)(cid:3)(cid:54)(cid:37)(cid:3)(cid:28)(cid:27)(cid:3)(cid:86)(cid:76)(cid:74)(cid:81)(cid:76)(cid:81)(cid:74)(cid:30)(cid:3)ROBBIE MCCLARAN (cid:16)(cid:3)(cid:83)(cid:68)(cid:74)(cid:72)(cid:3)(cid:21)(cid:29)(cid:3)(cid:39)(cid:68)(cid:89)(cid:76)(cid:71)(cid:3)(cid:36)(cid:81)(cid:71)(cid:72)(cid:85)(cid:86)(cid:82)(cid:81)(cid:3)(cid:3)
PRINTING: Donnelley Financial Solutions
10
Form 10-K
Annual Report
[THIS PAGE INTENTIONALLY LEFT BLANK]
UNITED STATT TESAA
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPOR
L
T PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to___________
Commission file number
1-38681
Commission file number
1-15973
L
NORTHWEST NATURAL
AA
P
HOLDING COMP
ANY
NORTHWEST NATURAL
AA
GAS COMPANY
PP
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
Oregon
(State or other jurisdiction of
incorporation or organization)
250 S.W. Taylor Street
TT
82-4710680
(I.R.S. Employer
Identification No.)
Oregon
(State or other jurisdiction of
incorporation or organization)
250 S.W. Taylor Street
TT
93-0256722
(I.R.S. Employer
Identification No.)
Portland
Oregon
(Address of principal executive offices)
ff
97204
(Zip Code)
Portland
Oregon
(Address of principal executive offices)
ff
97204
(Zip Code)
Registrant’s telephone number:
(503) 226-4211
Registrant’s telephone number:
(503) 226-4211
Securities registered pursuant to Section 12(b) of the Act:
Registrant
g
Title of each class
g y
Trading Symbol
Northwest Natural Holding Company
Northwest Natural Gas Company
Common Stock
None
NWN
None
Securities registered pursuant to Section 12(g) of the Act: None.
Name of each exchange
on which registered
g
New York Stock Exchange
YY
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
L
NORTHWEST NATURAL
AA
HOLDING COMP
ANYPP
YesYY
No
L
NORTHWEST NATURAL
AA
GAS COMP
ANYPP
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
L
NORTHWEST NATURAL
AA
HOLDING COMP
ANYPP
YesYY
No
L
NORTHWEST NATURAL
AA
GAS COMP
ANYPP
YesYY
No
YesYY
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
L
NORTHWEST NATURAL
AA
HOLDING COMP
ANYPP
YesYY
No
L
NORTHWEST NATURAL
AA
GAS COMP
ANYPP
YesYY
No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files).
L
NORTHWEST NATURAL
AA
HOLDING COMP
ANYPP
YesYY
No
L
NORTHWEST NATURAL
AA
GAS COMP
ANYPP
YesYY
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and
"emerging growth company" in Rule 12b-2 of the Exchange Act.
NORTHWEST NATURAL
L
AA
HOLDING COMP
ANYPP
L
NORTHWEST NATURAL
AA
GAS COMP
ANYPP
Large Accelerated Filer
Accelerated Filer
Non-accelerated Filer
Smaller Reporting Company
Emerging Growth Company
Large Accelerated Filer
Accelerated Filer
Non-accelerated Filer
Smaller Reporting Company
Emerging 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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
L
NORTHWEST NATURAL
AA
HOLDING COMP
ANYPP
YesYY
No
L
NORTHWEST NATURAL
AA
GAS COMP
ANYPP
YesYY
No
As of the end of the second quarter of 2019, the aggregate market value of the shares of Common Stock of Northwest Natural
Holding Company (based upon the closing price of these shares on the New York Stock Exchange on June 28, 2019) held by
non-affiliates was $2,088,864,819.
At February 24, 2020, 30,484,008 shares of Northwest Natural Holding Company's Common Stock (the only class of Common
Stock) were outstanding. All shares of Northwest Natural Gas Company's Common Stock (the only class of Common Stock)
outstanding were held by Northwest Natural Holding Company.
This combined Form 10-K is separately filed by Northwest Natural Holding Company and Northwest Natural Gas Company.
Information contained in this document relating to Northwest Natural Gas Company is filed by Northwest Natural Holding
Company and separately by Northwest Natural Gas Company. Northwest Natural Gas Company makes no representation as to
information relating to Northwest Natural Holding Company or its subsidiaries, except as it may relate to Northwest Natural Gas
Company and its subsidiaries.
Northwest Natural Gas Company meets the conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K and is
therefore filing this report with the reduced disclosure format.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Northwest Natural Holding Company's Proxy Statement, to be filed in connection with the 2020 Annual Meeting of
Shareholders, are incorporated by reference in Part III.
TABLE OF CONTENTS
Item
Glossary of Terms
Forward-Looking Statements
PART I
Item 1.
Business
Overview
Business Model
Natural Gas Distribution
Other
Environmental Matters
Employees
Information About Our Executive Officers
Available Information
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Item 6.
Item 7.
Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Item 9.
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
PART IV
Item 15. Exhibits and Financial Statement Schedules
Item 16.
Form 10-K Summary
EXHIBIT INDEX
SIGNATURES
3
Page
4
7
9
9
9
9
14
15
17
17
17
18
29
30
30
30
31
32
33
69
71
140
140
140
141
142
143
144
144
144
144
145
149
GLOSSARY OF TERMS AND ABBREVIATIONS
AFUDC
Allowance for Funds Used During Construction
AOCI / AOCL
Accumulated Other Comprehensive Income (Loss)
ASC
ASU
Accounting Standards Codification
Accounting Standards Update as issued by the FASB
Average Weather
The 25-year average of heating degree days based on temperatures established in our last Oregon
general rate case
Bcf
CNG
CODM
Billion cubic feet, a volumetric measure of natural gas, where one Bcf is roughly equal to 10 million
therms
Compressed Natural Gas
Chief Operating Decision Maker, which for accounting purposes is defined as an individual or group of
individuals responsible for the allocation of resources and assessing the performance of the entity's
business units
Core NGD Customers Residential, commercial, and industrial customers receiving firm service from the Natural Gas
Distribution business.
Cost of Gas
CPUC
Decoupling
Demand Cost
EBITDA
EE/CA
Encana
The delivered cost of natural gas sold to customers, including the cost of gas purchased or withdrawn/
produced from storage inventory or reserves, gains and losses from gas commodity hedges, pipeline
demand costs, seasonal demand cost balancing adjustments, and regulatory gas cost deferrals
California Public Utilities Commission, the entity that regulates our California gas storage business at
the Gill Ranch facility with respect to rates and terms of service, among other matters
A natural gas billing rate mechanism, also referred to as a conservation tariff, which is designed to
allow a utility to encourage industrial and small commercial customers to conserve energy while not
adversely affecting the utility's earnings due to reductions in sales volumes
A component in NGD customer rates representing the cost of securing firm pipeline capacity, whether
the capacity is used or not
Earnings before interest, taxes, depreciation and amortization, a non-GAAP financial measure
Engineering Evaluation / Cost Analysis
Encana Oil & Gas (USA) Inc.
Energy Corp
Northwest Energy Corporation, a wholly-owned subsidiary of Northwest Natural Gas Company
EPA
EPS
ECRM
FASB
FERC
Environmental Protection Agency
Earnings per share
Environmental Cost Recovery Mechanism, a billing rate mechanism for recovering prudently incurred
environmental site remediation costs allocable to Washington customers through NGD customer
billings
Financial Accounting Standards Board
Federal Energy Regulatory Commission; the entity regulating interstate storage services offered by
the Mist gas storage facility
Firm Service
Natural gas service offered to customers under contracts or rate schedules that will not be disrupted
to meet the needs of other customers
FMBs
First Mortgage Bonds
General Rate Case
A periodic filing with state or federal regulators to establish billing rates for utility customers
GHG
Gill Ranch
Gill Ranch Facility
GTN
Greenhouse gases
Gill Ranch Storage, LLC, a wholly-owned subsidiary of NW Natural Gas Storage, LLC
Underground natural gas storage facility near Fresno, California, with 75% owned by Gill Ranch and
25% owned by PG&E
Gas Transmission Northwest, LLC which owns a transmission pipeline serving California and the
Pacific Northwest
Heating Degree Days
Units of measure reflecting temperature-sensitive consumption of natural gas, calculated by
subtracting the average of a day’s high and low temperatures from 59 degrees Fahrenheit
Interruptible Service
Natural gas service offered to customers (usually large commercial or industrial users) under
contracts or rate schedules that allow for interruptions when necessary to meet the needs of firm
service customers
Interstate Storage
Services
The portion of the Mist gas storage facility not used to serve NGD customers, instead serving utilities,
gas marketers, electric generators, and large industrial users
IPUC
Public Utility Commission of Idaho; the entity that regulates NW Holdings' regulated water businesses
with respect to rates and terms of service, among other matters
4
IRP
KB
LNG
MAP-21
Moody's
NAV
NGD
Integrated Resource Plan
Kelso-Beaver Pipeline, of which 10% is owned by KB Pipeline Company, a subsidiary of NNG
Financial Corporation
Liquefied Natural Gas, the cryogenic liquid form of natural gas. To reach a liquid form at atmospheric
pressure, natural gas must be cooled to approximately negative 260 degrees Fahrenheit
A federal pension plan funding law called the Moving Ahead for Progress in the 21st Century Act, July
2012
Moody's Investors Service, Inc., credit rating agency
Net Asset Value
Natural Gas Distribution, a segment of NW Natural Holding Company and NW Natural Gas Company
that provides regulated natural gas distribution services to residential, commercial, and industrial
customers in Oregon and Southwest Washington
NGD Margin
A financial measure used by NW Natural's CODM consisting of NGD operating revenues less the
associated cost of gas, franchise taxes, and environmental recoveries
NNG Financial
NNG Financial Corporation, a wholly-owned subsidiary of NW Holdings
NOL
NRD
NW Holdings
NW Natural
NWN Energy
Net Operating Loss
Natural Resource Damages
Northwest Natural Holding Company
Northwest Natural Gas Company, a wholly-owned subsidiary of NW Holdings
NW Natural Energy, LLC, a wholly-owned subsidiary of NW Holdings
NWN Gas Reserves
NWN Gas Reserves LLC, a wholly-owned subsidiary of Energy Corp
NWN Gas Storage
NW Natural Gas Storage, LLC, a wholly-owned subsidiary of NWN Energy
ODEQ
OPEIU
OPUC
PBGC
PG&E
PGA
Oregon Department of Environmental Quality
Office and Professional Employees International Union Local No. 11, AFL-CIO, the Union which
represents NW Natural's bargaining unit employees
Public Utility Commission of Oregon; the entity that regulates our Oregon natural gas and regulated
water businesses with respect to rates and terms of service, among other matters; the OPUC also
regulates the Mist gas storage facility's intrastate storage services
Pension Benefit Guaranty Corporation
Pacific Gas & Electric Company; 25% owner of the Gill Ranch Facility
Purchased Gas Adjustment, a regulatory mechanism primarily used to adjust natural gas customer
rates to reflect changes in the forecasted cost of gas and differences between forecasted and actual
gas costs from the prior year
Portland General
Portland General Electric; primary customer of the North Mist gas storage facility
PHMSA
U.S. Department of Transportation's Pipeline and Hazardous Materials Safety Administration
PRP
RI/FS
RNG
ROD
ROE
ROR
S&P
Potentially Responsible Parties
Remedial Investigation / Feasibility Study
Renewable Natural Gas, a source of natural gas derived from organic materials which may be
captured, refined, and distributed on natural gas pipeline systems
Record of Decision
Return on Equity, a measure of corporate profitability, calculated as net income or loss divided by
average common equity. Authorized ROE refers to the equity rate approved by a regulatory agency
for use in determining utility revenue requirements
Rate of Return, a measure of return on utility rate base. Authorized ROR refers to the rate of return
approved by a regulatory agency and is generally discussed in the context of ROE and capital
structure
Standard & Poor's, a credit rating agency and division of The McGraw-Hill Companies, Inc.
Sales Service
Service provided whereby a customer purchases both natural gas commodity supply and
transportation from the NGD business
SEC
SRRM
TCJA
Therm
TWH
U.S. Securities and Exchange Commission
Site Remediation and Recovery Mechanism, a billing rate mechanism for recovering prudently
incurred environmental site remediation costs allocable to Oregon through NGD customer billings,
subject to an earnings test
The Tax Cuts and Jobs Act enacted on December 22, 2017
The basic unit of natural gas measurement, equal to one hundred thousand British thermal units
Trail West Holdings, LLC, 50% owned by NWN Energy
5
TWP
TransCanada
Trail West Pipeline, LLC, a subsidiary of TWH
TransCanada Pipelines Limited, owner of TransCanada American Investments, Ltd., a 50% owner of
TWH, and GTN
Transportation Service Service provided whereby a customer purchases natural gas directly from a supplier but pays the
utility to transport the gas over its distribution system to the customer’s facility
U.S. GAAP
WARM
WUTC
Accounting principles generally accepted in the United States of America
An Oregon billing rate mechanism applied to natural gas residential and commercial customers to
adjust for temperature variances from average weather
Washington Utilities and Transportation Commission, the entity that regulates our Washington natural
gas and regulated water businesses with respect to rates and terms of service, among other matters.
6
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995,
which are subject to the safe harbors created by such Act. 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, projections and predictions;
objectives, goals or strategies;
assumptions, generalizations and estimates;
ongoing continuation of past practices or patterns;
future events or performance;
trends;
risks;
uncertainties;
timing and cyclicality;
earnings and dividends;
capital expenditures and allocation;
capital or organizational structure;
climate change and our role in a low-carbon, renewable-energy future;
our strategy to reduce greenhouse gas emissions in the communities we serve;
growth;
customer rates;
labor relations and workforce succession;
commodity costs;
gas reserves;
operational performance and costs;
energy policy, infrastructure and preferences;
public policy approach and involvement;
efficacy of derivatives and hedges;
liquidity, financial positions, and planned securities issuances;
valuations;
project and program development, expansion, or investment;
business development efforts, including acquisitions and integration thereof, and the timing and impact of planned
dispositions;
implementation and execution of our water strategy;
pipeline capacity, demand, location, and reliability;
adequacy of property rights and operations center development;
technology implementation and cybersecurity practices;
competition;
procurement and development of gas (including for renewable natural gas) and water supplies;
estimated expenditures;
costs of compliance;
customers bypassing our infrastructure;
credit exposures;
rate or regulatory outcomes, recovery or refunds;
impacts or changes of laws, rules and regulations;
tax liabilities or refunds, including effects of tax reform;
levels and pricing of gas storage contracts and gas storage markets;
outcomes, timing and effects of potential claims, litigation, regulatory actions, and other administrative matters;
projected obligations, expectations and treatment with respect to retirement plans;
availability, adequacy, and shift in mix, of gas and water supplies;
effects of new or anticipated changes in critical accounting policies or estimates;
approval and adequacy of regulatory deferrals;
effects and efficacy of regulatory mechanisms; and
environmental, regulatory, litigation and insurance costs and recoveries, and timing thereof.
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
Forward-looking statements are based on our current expectations and assumptions regarding our 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. Our actual results may differ materially from those contemplated by the
forward-looking statements. We therefore caution you against relying on any of these forward-looking statements. They are
neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause
actual results to differ materially from those in the forward-looking statements are discussed at Item 1A., "Risk Factors" of Part I
and Item 7. and Item 7A., "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and
"Quantitative and Qualitative Disclosures About Market Risk", respectively, of Part II of this report.
7
Any forward-looking statement made in this report speaks only as of the date on which it is made. Factors or events that could
cause actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We 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.
8
FILING FORMAT
PART I
This annual report on Form 10-K is a combined report being filed by two separate registrants: Northwest Natural Holding
Company (NW Holdings), and Northwest Natural Gas Company (NW Natural). Except where the content clearly indicates
otherwise, any reference in the report to "we," "us" or "our" is to the consolidated entity of NW Holdings and all of its subsidiaries,
including NW Natural, which is a distinct SEC registrant that is a wholly-owned subsidiary of NW Holdings. Each of NW Holdings'
subsidiaries is a separate legal entity with its own assets and liabilities. Information contained herein relating to any individual
registrant or its subsidiaries is filed by such registrant on its own behalf. Each registrant makes representations only as to itself
and its subsidiaries and makes no other representation whatsoever as to any other company.
Item 8 in this Annual Report on Form 10-K includes separate financial statements (i.e. balance sheets, statements of
comprehensive income, statements of cash flows, and statements of equity) for NW Holdings and NW Natural, in that order.
References in this discussion to the "Notes" are to the Notes to the Consolidated Financial Statements in Item 8 of this report.
The Notes to the Consolidated Financial Statements are presented on a combined basis for both entities except where expressly
noted otherwise. All Items other than Item 8 are combined for the reporting companies.
ITEM 1. BUSINESS
OVERVIEW
On October 1, 2018, we completed a reorganization into a holding company structure. In this reorganization, shareholders of NW
Natural (the predecessor publicly held parent company) became shareholders of NW Holdings, on a one-for-one basis, with the
same number of shares and same ownership percentage as they held in NW Natural immediately prior to the reorganization. NW
Natural became a wholly owned subsidiary of NW Holdings. Additionally, certain subsidiaries of NW Natural were transferred to
NW Holdings. As required under generally accepted accounting principles, these subsidiaries are presented as discontinued
operations in the 2018 and 2017 consolidated results of NW Natural within this report.
NW Holdings is a holding company headquartered in Portland, Oregon and owns NW Natural, NW Natural Water Company, LLC
(NWN Water), and other businesses and activities. NW Natural is NW Holdings’ largest subsidiary.
NW Natural distributes natural gas to residential, commercial, and industrial customers in Oregon and southwest Washington.
NW Natural and its predecessors have supplied gas service to the public since 1859, was incorporated in Oregon in 1910, and
began doing business as NW Natural in 1997. NW Natural's natural gas distribution activities are reported in the natural gas
distribution (NGD) segment. All other business activities, including certain gas storage activities, water businesses, and other
investments and activities are aggregated and reported as "other" at their respective registrant.
In addition, NW Holdings has reported discontinued operations results related to the pending sale of Gill Ranch Storage, LLC
(Gill Ranch). NW Natural Gas Storage, LLC (NWN Gas Storage), currently an indirect wholly-owned subsidiary of NW Holdings,
entered into a Purchase and Sale Agreement during the second quarter of 2018 that provides for the sale of all membership
interests in Gill Ranch. Gill Ranch owns a 75% interest in the natural gas storage facility located near Fresno, California known
as the Gill Ranch Gas Storage Facility. Pacific Gas and Electric Company (PG&E) owns the remaining 25% interest in the Gill
Ranch Gas Storage Facility. See Note 19 of the Consolidated Financial Statements in Item 8 of this report for more information.
NATURAL GAS DISTRIBUTION (NGD) SEGMENT
Both NW Holdings and NW Natural have one reportable segment, the NGD segment, which is operated by NW Natural. NGD
provides natural gas service through approximately 760,000 meters in Oregon and southwest Washington. Approximately 89% of
customers are located in Oregon and 11% are located in southwest Washington.
NW Natural has been allocated an exclusive service territory by the Oregon Public Utility Commission (OPUC) and Washington
Utilities and Transportation Commission (WUTC), which includes the major population centers in western Oregon, including the
Portland metropolitan area, most of the Willamette Valley, the Coastal area from Astoria to Coos Bay, and portions of Washington
along the Columbia River. Portland serves as a major West Coast port and is a key distribution center. Major businesses located
in NW Natural's service territory include retail, manufacturing, and high-technology industries.
Customers
The NGD business serves residential, commercial, and industrial customers with no individual customer accounting for more
than 10% of NW Natural's or NW Holdings' revenues. On an annual basis, residential and commercial customers typically
account for approximately 60% of NGD volumes delivered and approximately 90% of margin. Industrial and other customers
largely account for the remaining volumes and margin.
9
The following table presents summary meter information for the NGD segment as of December 31, 2019:
Residential
Commercial
Industrial
Other(1)
Total
Number of
Meters
% of Volumes
% of Margin
692,012
69,858
1,007
N/A
762,877
38%
22%
40%
N/A
100%
63%
24%
8%
5%
100%
(1) NGD margin is also affected by other items, including miscellaneous revenues, gains or losses from NW Natural's gas cost incentive
sharing mechanism, other margin adjustments, and other regulated services.
Generally, residential and commercial customers purchase both their natural gas commodity (gas sales) and natural gas delivery
services (transportation services) from the NGD business. Industrial customers also purchase transportation services, but may
buy the gas commodity either from NW Natural or directly from a third-party gas marketer or supplier. Gas commodity cost is
primarily a pass-through cost to customers; therefore, profit margins are not materially affected by an industrial customer's
decision to purchase gas from NW Natural or from third parties. Industrial and large commercial customers may also select
between firm and interruptible service levels, with firm services generally providing higher profit margins compared to
interruptible services.
To help manage gas supplies, industrial tariffs are designed to provide some certainty regarding industrial customers' volumes by
requiring an annual service election, special charges for changes between elections, and in some cases, a minimum or
maximum volume requirement before changing options.
Customer growth rates for natural gas utilities in the Pacific Northwest historically have been among the highest in the nation due
to lower market saturation as natural gas became widely available as a residential heating source after other fuel options. We
estimate natural gas was in approximately 63% of single-family residential homes in NW Natural's service territory in 2019.
Customer growth in our region comes mainly from the following sources: single-family housing, both new construction and
conversions; multifamily housing new construction; and commercial buildings, both new construction and conversions. Single-
family new construction has consistently been our largest source of growth. Continued customer growth is closely tied to the
comparative price of natural gas to electricity and fuel oil and the economic health of Portland, Oregon and Vancouver,
Washington. We believe there is potential for continued growth as natural gas is a preferred direct energy source due to its
affordability, reliability, comfort, convenience, and clean qualities.
Competitive Conditions
In its service areas, the NGD business has no direct competition from other natural gas distributors. However, it competes with
other forms of energy in each customer class. This competition among energy suppliers is based on price, efficiency, reliability,
performance, preference, market conditions, technology, federal, state, and local energy policy, and environmental impacts.
For residential and small to mid-size commercial customers, the NGD business competes primarily with providers of electricity,
fuel oil, and propane.
In the industrial and large commercial markets, the NGD business competes with all forms of energy, including competition from
wholesale natural gas marketers. In addition, large industrial customers could bypass NW Natural's natural gas distribution
system by installing their own direct pipeline connection to the interstate pipeline system. NW Natural has designed custom
transportation service agreements with several large industrial customers to provide transportation service rates that are
competitive with the customer’s costs of installing their own pipeline.
Seasonality of Business
The NGD business is seasonal in nature due to higher gas usage by residential and commercial customers during the cold
winter heating months. Other categories of customers experience similar seasonality in their usage but to a lesser extent.
Regulation and Rates
The NGD business is subject to regulation by the OPUC and WUTC. These regulatory agencies authorize rates and allow
recovery mechanisms to provide the opportunity to recover prudently incurred capital and operating costs from customers, while
also earning a reasonable return on investment for investors. In addition, the OPUC and WUTC also regulate the system of
accounts and issuance of securities by NW Natural.
NW Natural files general rate cases and rate tariff requests periodically with the OPUC and WUTC to establish approved rates,
an authorized return on equity (ROE), an overall rate of return (ROR) on rate base, an authorized capital structure, and other
revenue/cost deferral and recovery mechanisms.
10
NW Natural is also regulated by the Federal Energy Regulatory Commission (FERC). Under NW Natural's Mist interstate storage
certificate with FERC, NW Natural is required to file either a petition for rate approval or a cost and revenue study every five
years to change or justify maintaining the existing rates for the interstate storage service.
For further discussion on our most recent general rate cases, see Part II, Item 7, "Results of Operations—Regulatory Matters—
Regulation and Rates."
Gas Supply
NW Natural strives to secure sufficient, reliable supplies of natural gas to meet the needs of customers at the lowest reasonable
cost, while maintaining price stability and managing gas purchase costs prudently. This is accomplished through a
comprehensive strategy focused on the following items:
• Reliability - ensuring gas resource portfolios are sufficient to satisfy customer requirements under extreme cold weather
conditions;
• Diverse Supply - providing diversity of supply sources;
• Diverse Contracts - maintaining a variety of contract durations, types, and counterparties; and
• Cost Management and Recovery - employing prudent gas cost management strategies.
Reliability
The effectiveness of the natural gas distribution system ultimately rests on whether reliable service is provided to NGD
customers. To ensure effectiveness, the NGD business has developed a risk-based methodology in which it uses a planning
standard to serve the highest firm sales demand day in any year with 99% certainty.
The projected maximum design day firm NGD customer sendout is approximately 10 million therms. Of this total, the NGD
business is currently capable of meeting about 57% of requirements with gas from storage located within or adjacent to its
service territory, while the remaining supply requirements would come from gas purchases under firm gas purchase contracts
and recall agreements.
NW Natural segments transportation capacity, which is a natural gas transportation mechanism under which a shipper can
leverage its firm pipeline transportation capacity by separating it into multiple segments with alternate delivery routes. The
reliability of service on these alternate routes will vary depending on the constraints of the pipeline system. For those segments
with acceptable reliability, segmentation provides a shipper with increased flexibility and potential cost savings compared to
traditional pipeline service. The NGD business relies on segmentation of firm pipeline transportation capacity that flows from
Stanfield, Oregon to various points south of Molalla, Oregon.
We believe gas supplies would be sufficient to meet existing NGD firm customer demand in the event of maximum design day
weather conditions.
The following table shows the sources of supply projected to be used to satisfy the design day sendout for the 2019-20 winter
heating season:
Therms in millions
Sources of NGD supply:
Firm supply purchases
Mist underground storage (NGD only)
Company-owned LNG storage
Off-system storage contract
Pipeline segmentation capacity
Recall agreements
Peak day citygate deliveries
Total
Therms
Percent
3.4
3.1
1.9
0.5
0.6
0.4
0.1
10.0
34%
31%
19%
5%
6%
4%
1%
100%
The OPUC and WUTC have Integrated Resource Planning (IRP) processes in which utilities define different growth scenarios
and corresponding resource acquisition strategies in an effort to evaluate supply and demand resource requirements, consider
uncertainties in the planning process and the need for flexibility to respond to changes, and establish a plan for providing reliable
service at the least cost.
NW Natural files a full IRP biennially for Oregon and Washington with the OPUC and the WUTC, respectively, and files updates
between filings. The OPUC acknowledges NW Natural's action plan, whereas the WUTC provides notice that the IRP has met
the requirements of the Washington Administrative Code. OPUC acknowledgment of the IRP does not constitute ratemaking
approval of any specific resource acquisition strategy or expenditure. However, the OPUC Commissioners generally indicate that
they would give considerable weight in prudence reviews to actions consistent with acknowledged plans. The WUTC has
indicated the IRP process is one factor it will consider in a prudence review. For additional information see Part II, Item 7,
"Results of Operations—Regulatory Matters."
11
Diversity of Supply Sources
NW Natural purchases gas supplies primarily from the Alberta and British Columbia provinces of Canada and multiple receipt
points in the U.S. Rocky Mountains to protect against regional supply disruptions and to take advantage of price differentials. For
2019, 58% of gas supply came from Canada, with the balance primarily coming from the U.S. Rocky Mountain region. The
extraction of shale gas has increased the availability of gas supplies throughout North America. We believe gas supplies
available in the western United States and Canada are adequate to serve NGD customer requirements for the foreseeable
future. NW Natural continues to evaluate the long-term supply mix based on projections of gas production and pricing in the U.S.
Rocky Mountain region as well as other regions in North America. NW Natural has also announced its intent to incorporate
Renewable Natural Gas (RNG) into its supply portfolio.
NW Natural supplements firm gas supply purchases with gas withdrawals from gas storage facilities, including underground
reservoirs and LNG storage facilities. Storage facilities are generally injected with natural gas during the off-peak months in the
spring and summer, and the gas is withdrawn for use during peak demand months in the winter.
The following table presents the storage facilities available for NGD business supply:
Gas Storage Facilities
Owned Facility
Mist, Oregon (Mist Facility)(1)
Mist, Oregon (North Mist Facility)(2)
Contracted Facility
Jackson Prairie, Washington(3)
LNG Facilities
Owned Facilities
Newport, Oregon
Portland, Oregon
Total
Maximum Daily
Deliverability
(therms in
millions)
Designed
Storage
Capacity (Bcf)
3.1
1.3
0.5
0.6
1.3
6.8
10.6
4.1
1.1
1.0
0.6
17.4
(1) The Mist gas storage facility has a total maximum daily deliverability of 5.4 million therms and a total designed storage capacity of about
16.0 Bcf, of which 3.1 million therms of daily deliverability and 10.6 Bcf of storage capacity are reserved for NGD business customers.
(2) The North Mist facility is contracted to exclusively serve Portland General Electric, a local electric utility, and may not be used to serve other
NGD customers. See "North Mist Gas Storage Facility" below for more information.
(3) The storage facility is located near Chehalis, Washington and is contracted from Northwest Pipeline, a subsidiary of The Williams
Companies.
The Mist facility serves NGD segment customers and is also used for non-NGD purposes, primarily for contracts with gas
storage customers, including utilities and third-party marketers. Under regulatory agreements with the OPUC and WUTC, gas
storage at Mist can be developed in advance of NGD customer needs but is subject to recall when needed to serve such
customers as their demand increases. When storage capacity is recalled for NGD purposes it becomes part of the NGD
segment. In 2019, the NGD business did not recall additional deliverability or associated storage capacity to serve customer
needs. The North Mist facility is contracted for the exclusive use of Portland General Electric, a local electric utility, and may not
be used to serve other NGD customers. See "North Mist Gas Storage Facility" below.
Diverse Contract Durations and Types
NW Natural has a diverse portfolio of short-, medium-, and long-term firm gas supply contracts and a variety of contract types
including firm and interruptible supplies as well as supplemental supplies from gas storage facilities.
The portfolio of firm gas supply contracts typically includes the following gas purchase contracts: year-round and winter-only
baseload supplies; seasonal supply with an option to call on additional daily supplies during the winter heating season; and daily
or monthly spot purchases.
12
During 2019, a total of 836 million therms were purchased under contracts with durations as follows:
Contract Duration (primary term)
Long-term (one year or longer)
Short-term (more than one month, less than one year)
Spot (one month or less)
Total
Percent of Purchases
33%
21
46
100%
Gas supply contracts are renewed or replaced as they expire. During 2019, no individual supplier provided 10% or more of the
NGD business gas supply requirements.
Gas Cost Management
The cost of gas sold to NGD customers primarily consists of the following items, which are included in annual Purchased Gas
Adjustment (PGA) rates: gas purchases from suppliers; charges from pipeline companies to transport gas to our distribution
system; gas storage costs; gas reserves contracts; and gas commodity derivative contracts.
The NGD business employs a number of strategies to mitigate the cost of gas sold to customers. The primary strategies for
managing gas commodity price risk include:
•
•
negotiating fixed prices directly with gas suppliers;
negotiating financial derivative contracts that: (1) effectively convert floating index prices in physical gas supply contracts to
fixed prices (referred to as commodity price swaps); or (2) effectively set a ceiling or floor price, or both, on floating index
priced physical supply contracts (referred to as commodity price options such as calls, puts, and collars);
buying physical gas supplies at a set price and injecting the gas into storage for price stability and to minimize pipeline
capacity demand costs; and
investing in gas reserves for longer term price stability. See Note 13 for additional information about our gas reserves.
•
•
NW Natural also contracts with an independent energy marketing company to capture opportunities regarding storage and
pipeline capacity when those assets are not serving the needs of NGD business customers. Asset management activities
provide opportunities for cost of gas savings for customers and incremental revenues for NW Natural through regulatory
incentive-sharing mechanisms. These activities, net of the amount shared, are included in other for segment reporting purposes.
Gas Cost Recovery
Mechanisms for gas cost recovery are designed to be fair and reasonable, with an appropriate balance between the interests of
customers and NW Natural. In general, natural gas distribution rates are designed to recover the costs of, but not to earn a
return on, the gas commodity sold. Risks associated with gas cost recovery are minimized by resetting customer rates annually
through the PGA and aligning customer and shareholder interests through the use of sharing, weather normalization, and
conservation mechanisms in Oregon. See Part II, Item 7, "Results of Operations—Regulatory Matters" and "Results of
Operations—Business Segments—Natural Gas Distribution Operations—Cost of Gas."
Transportation of Gas Supplies
NW Natural's gas distribution system is reliant on a single, bi-directional interstate transmission pipeline to bring gas supplies into
the natural gas distribution system. Although dependent on a single pipeline, the pipeline’s gas flows into the Portland
metropolitan market from two directions: (1) the north, which brings supplies from the British Columbia and Alberta supply
basins; and (2) the east, which brings supplies from Alberta as well as the U.S. Rocky Mountain supply basins.
NW Natural incurs monthly demand charges related to firm pipeline transportation contracts. These contracts have expiration
dates ranging from 2020 to 2061. The largest pipeline agreements are with Northwest Pipeline. NW Natural actively works with
Northwest Pipeline and others to renew contracts in advance of expiration to ensure gas transportation capacity is sufficient to
meet customer needs.
Rates for interstate pipeline transportation services are established by FERC within the U.S. and by Canadian authorities for
services on Canadian pipelines.
As mentioned above, the service territory is dependent on a single pipeline for its natural gas supply. In October 2018, a critical
natural gas pipeline in western Canada experienced a rupture and gas supply to the Pacific Northwest was disrupted. NW
Natural was able to serve firm NGD business customers during the incident with natural gas from the Mist storage facility and
realignment of other supplies. The pipeline was restored to full capacity in December 2019. Pipeline disruptions, replacement
projects, and long-term projected natural gas demand in our region underscore the need for pipeline transportation diversity. In
addition, there are potential industrial projects in the region, which could increase the demand for natural gas and the need for
additional pipeline capacity and diversity.
13
Currently, there are various interstate pipeline projects proposed, including the Trail West pipeline in which NW Holdings has an
interest, that could meet the forecasted demand growth for NW Natural and the region. However, the location of any future
pipeline project will likely depend on the location of committed industrial projects. NW Holdings and NW Natural intend to
continue to evaluate and closely monitor the currently contemplated projects to determine the best option for our customers. NW
Holdings has an equity investment in Trail West Holdings, LLC (TWH), which is developing plans to build the Trail West pipeline.
This pipeline would connect TransCanada Pipelines Limited’s (TransCanada) Gas Transmission Northwest (GTN) interstate
transmission line to NW Natural's natural gas distribution system. If constructed, this pipeline would provide another
transportation path for gas purchases from Alberta and the U.S. Rocky Mountains in addition to the one that currently moves gas
through the Northwest Pipeline system.
Gas Distribution
Safety and the protection of employees, customers, and our communities at large are, and will remain, top priorities. NW Natural
constructs, operates, and maintains its pipeline distribution system and storage operations with the goal of ensuring natural gas
is delivered and stored safely, reliably, and efficiently.
NW Natural has one of the most modern distribution systems in the country with no identified cast iron pipe or bare steel main.
The final known bare steel was removed from the system in 2015 and cast iron pipe removal was completed in 2000. Since the
1980s, NW Natural has taken a proactive approach to replacement programs and partnered with the OPUC and WUTC on
progressive regulation to further safety and reliability efforts for the distribution system. In the past, NW Natural had a cost
recovery program in Oregon that encompassed programs for bare steel replacement, transmission pipeline integrity
management, and distribution pipeline integrity management as appropriate.
Natural gas distribution businesses are likely to be subject to greater federal and state regulation in the future. Additional
operating and safety regulations from the U.S. Department of Transportation’s Pipeline and Hazardous Materials Safety
Administration (PHMSA) are currently under development. In 2016, PHMSA issued safety requirements for natural gas
transmission pipelines. In 2019, PHMSA issued the first of three portions of these regulations which will go into effect on July 1,
2020 and include up to a 15-year timeline for compliance. The remaining portions of the regulations are anticipated to be issued
in 2020. NW Natural intends to continue to work diligently with industry associations as well as federal and state regulators to
ensure the safety of the system and compliance with new laws and regulations. The costs associated with compliance with
federal, state, and local laws and regulations are expected to be recovered in rates.
North Mist Gas Storage Facility
In May 2019, NW Natural completed an expansion of its existing gas storage facility near Mist, Oregon. The North Mist facility
provides long-term, no-notice underground gas storage service and is dedicated solely to Portland General Electric (Portland
General) under a 30-year contract with options to extend up to an additional 50 years upon mutual agreement of the parties.
Portland General uses the facility to support its gas-fired electric power generation facilities, which incorporate renewable energy
into the electric grid.
North Mist includes a new reservoir providing 4.1 Bcf of available storage, an additional compressor station with a contractual
capacity of 120,000 dekatherms of gas per day, no-notice service that can be drawn on rapidly, and a 13-mile pipeline to connect
to Portland General's Port Westward gas plants in Clatskanie, Oregon.
Upon placement into service in May 2019, the facility was included in rate base under an established tariff schedule with
revenues recognized consistent with the schedule. Billing rates will be updated annually to the current depreciable asset level
and forecasted operating expenses.
While there are additional expansion opportunities in the Mist storage field, further development is not contemplated at this time
and any expansion would be based on market demand, cost effectiveness, available financing, receipt of future permits, and
other rights.
OTHER
Certain businesses and activities of NW Holdings and NW Natural are aggregated and reported as other for segment reporting
purposes. These include the following businesses and activities aggregated under NW Holdings:
• NW Natural Water Company, LLC (NWN Water) and its water and wastewater utility operations and acquisition activities;
an equity method investment in TWH, a joint venture to build and operate a gas transmission pipeline in Oregon. TWH is
•
owned 50% by NW Natural Energy LLC (NWN Energy), a wholly owned subsidiary of NW Holdings, and 50% by
TransCanada American Investments Ltd., an indirect wholly owned subsidiary of TransCanada;
a minority interest in the Kelso-Beaver Pipeline held by our wholly owned subsidiary NNG Financial Corporation (NNG
Financial); and
holding company and corporate activities as well as adjustments made in consolidation.
•
•
14
Water Utilities
After a comprehensive strategic planning process, in December 2017, we entered the water utility sector by announcing several
acquisitions, which NWN Water subsequently closed. Through December 31, 2019, NWN Water has completed a total of eight
acquisitions, with several additional signed acquisition agreements for privately-owned water and wastewater utilities in the
Pacific Northwest and Texas. The pending water distribution transactions are subject to state utility commission approvals and
are expected to close during 2020. Once closed, NWN Water expects to serve a total of approximately 62,000 people through
25,000 water and wastewater connections in the Pacific Northwest and Texas, with an aggregate investment of $110 million. NW
Holdings continues to pursue additional acquisitions in a disciplined manner.
The water and wastewater utilities primarily serve residential and commercial customers in the Pacific Northwest. Water
distribution operations are seasonal in nature with peak demand during warmer summer months, while wastewater is less
seasonally affected. Entities generally operate in exclusive service territories with no direct competitors. Water distribution
customer rates are regulated by state utility commissions while the wastewater businesses we own currently are not rate
regulated by utility commissions.
Additionally, the following businesses and activities are aggregated and reported as other under NW Natural, a wholly owned
subsidiary of NW Holdings:
•
•
•
5.4 Bcf of the Mist gas storage facility contracted to other utilities and third-party marketers;
natural gas asset management activities; and
appliance retail center operations.
Mist Gas Storage
The Mist gas storage facility began operations in 1989. It is a 16 Bcf facility with 10.6 Bcf used to provide gas storage for the
NGD business. The remaining 5.4 Bcf of the facility is contracted with other utilities and third-party marketers with these results
reported in other.
The overall facility consists of seven depleted natural gas reservoirs, 22 injection and withdrawal wells, a compressor station,
dehydration and control equipment, gathering lines, and other related facilities. The capacity at Mist serving other utilities and
third-party marketers provides multi-cycle gas storage services to customers in the interstate and intrastate markets. The
interstate storage services are offered under a limited jurisdiction blanket certificate issued by FERC. Under NW Natural's
interstate storage certificate with FERC, NW Natural is required to file either a petition for rate approval or a cost and revenue
study every five years to change or justify maintaining the existing rates for the interstate storage service. Intrastate firm storage
services in Oregon are offered under an OPUC-approved rate schedule as an optional service to certain eligible customers. Gas
storage revenues from the 5.4 Bcf are derived primarily from firm service customers who provide energy-related services,
including natural gas distribution, electric generation, and energy marketing. The Mist facility benefits from limited competition as
there are few storage facilities in the Pacific Northwest region. Therefore, NW Natural is able to acquire high-value, multi-year
contracts.
Asset Management Activities
NW Natural contracts with an independent energy marketing company to provide asset management services, primarily through
the use of natural gas commodity exchange agreements and natural gas pipeline capacity release transactions. The results of
these activities are included in other, except for the asset management revenues allocated to NGD business customers pursuant
to regulatory agreements, which are reported in the NGD segment.
ENVIRONMENTAL MATTERS
Properties and Facilities
NW Natural owns, or previously owned, properties and facilities that are currently being investigated that may require
environmental remediation and are subject to federal, state, and local laws and regulations related to environmental matters.
These laws and regulations may require expenditures over a long time frame to address certain environmental impacts.
Estimates of liabilities for environmental costs are difficult to determine with precision because of the various factors that can
affect their ultimate disposition. These factors include, but are not limited to, the following:
•
•
•
•
•
•
the complexity of the site;
changes in environmental laws and regulations at the federal, state, and local levels;
the number of regulatory agencies or other parties involved;
new technology that renders previous technology obsolete, or experience with existing technology that proves ineffective;
the level of remediation required;
variations between the estimated and actual period of time that must be dedicated to respond to an environmentally-
contaminated site; and
the application of environmental laws that impose joint and several liabilities on all potentially responsible parties.
•
NW Natural has received recovery of a portion of such environmental costs through insurance proceeds, seeks the remainder of
such costs through customer rates, and believes recovery of these costs is probable. In both Oregon and Washington, NW
Natural has mechanisms to recover expenses. Oregon recoveries are subject to an earnings test. See Part II, Item 7, "Results of
Operations—Regulatory Matters—Rate Mechanisms—Environmental Cost Deferral and Recovery", Note 2, and Note 18.
15
Greenhouse Gas Matters
We recognize certain of our businesses, including our natural gas business, are likely to be affected by requirements to address
greenhouse gas emissions. Future federal, state or local legislation or regulation may seek to limit emissions of greenhouse
gases, including both carbon dioxide (CO2) and methane. These potential laws and regulations may require certain activities to
reduce emissions and/or increase the price paid for energy based on its carbon content.
Current federal rules require the reporting of greenhouse gas emissions. In September 2009, the Environmental Protection
Agency (EPA) issued a final rule requiring the annual reporting of greenhouse gas emissions from certain industries, specified
large greenhouse gas emission sources, and facilities that emit 25,000 metric tons or more of CO2 equivalents per year. NW
Natural began reporting emission information in 2011. Under this reporting rule, local natural gas distribution companies like NW
Natural are required to report system throughput to the EPA on an annual basis. The EPA also has required additional
greenhouse gas reporting regulations to which NW Natural is subject, requiring the annual reporting of fugitive emissions from
operations.
The Oregon and Washington legislatures and governors continue to consider various greenhouse gas reduction initiatives, and
ballot measures may be proposed in each state. For example, in prior legislative sessions the Oregon legislature has considered
cap and trade bills, and cap and trade may be considered again in future legislative sessions. While the contents of any cap and
trade bill are not currently certain, such a bill could create a declining cap on greenhouse gas emissions from a wide variety of
sources, including electric and natural gas utilities, and could require entities with a compliance obligation to hold permits, or
allowances, to emit greenhouse gas emissions on a per ton basis. A cap and trade bill was considered in the 2019 Oregon
legislative session, and failed due to lack of quorum for a vote. That bill included considerations for natural gas utilities, such as
provisions for low-income customers and the value of certain allowances that could be used to invest in emission-reducing
initiatives.
Even if a state-wide cap and trade program is not addressed in a legislative session, ballot measures may be proposed by
advocacy groups in Oregon. These measures may include requirements for carbon free electricity, investments in electrification
programs, or accelerating Oregon's existing greenhouse gas pollution targets. While the outcome of these federal, state or local
climate change policy developments cannot be determined at this time, these initiatives could produce a number of results
including new regulations, legal actions, additional charges to fund energy efficiency activities, or other regulatory actions. The
adoption and implementation of regulations limiting emissions of greenhouse gases could require NW Natural to incur
compliance costs associated with our customers’ use, which we expect to recover through rates and therefore may result in an
increase in the prices charged to customers and over time potentially a decline in the demand for natural gas.
Some local and county governments in the United States have been proposing or passing 100% renewable energy resolutions
with advocates calling for electrification of new construction or seeking to accelerate renewable energy goals. At least one city in
our service territory is currently considering such action. Similarly, various federal and state agencies have enacted or are
considering enactment of rules that would limit greenhouse gas emissions. For example, the state of Washington's Department
of Ecology (DOE) enacted the Clean Air Rule (CAR) in 2016, which capped the maximum greenhouse gas emissions allowed
from stationary sources, such as natural gas utilities. For gas distribution utilities, the production of emissions from usage by their
customers was considered to be production of emissions attributable to the utility. In December 2017, a Washington State Court
ruled that the DOE lacked legislative authority to regulate non-emitting sources, such as natural gas distribution utilities. In
January 2020, the Supreme Court of the State of Washington upheld the lower court’s ruling that the DOE lacked legislative
authority to regulate non-emitters, and remanded to the lower court application of the rule to emitting sources, such as electric
generating plants, for further proceedings.
In 2017, NW Natural initiated a multi-pronged, multi-year strategy to accelerate and deliver greater greenhouse gas emission
reductions in the communities we serve. Key components of this strategy include energy efficiency, continued adoption of NW
Natural's voluntary Smart Energy carbon offset program, and incorporating RNG into our gas supply. RNG is produced from
organic materials like food, agricultural and forestry waste, wastewater, or landfills. Methane is captured from these organic
materials as they decompose and is conditioned to pipeline quality, so it can be added into the existing natural gas system,
reducing net greenhouse gas emissions associated with the natural gas energy supply. In 2019, Oregon Senate bill 98 (SB 98)
was signed into law allowing NW Natural to procure RNG on behalf of customers and providing voluntary targets that would
allow us to make qualified investments and purchase RNG from third parties such that up to 30% of the gas distributed to retail
customers is RNG by 2050, and creating a limit of 5% of a utility's revenue requirement that can be used to cover the
incremental cost of RNG. The OPUC is required to complete the rulemaking for SB 98 by July 31, 2020. NW Natural is actively
working to procure RNG contracts for customers, and is engaging in longer-term efforts to increase the amount of RNG on our
system and explore the development of renewable hydrogen through power to gas.
NW Natural continues to take proactive steps in seeking to reduce greenhouse gas emissions in our region and is proactively
communicating with local, state and federal governments and communities about those steps. We believe that NW Natural has a
vital role in providing energy to the communities we serve. Each year, NW Natural delivers more energy in Oregon than any
other utility, while sales of natural gas to our residential and commercial customers account for approximately 5% of Oregon’s
greenhouse gas emissions according to the State of Oregon Department of Environmental Quality In-Boundary GHG Inventory
2015 Figures. We intend to continue to provide this necessary energy to our communities and to use our modern pipeline system
to help the Pacific Northwest move to a low-carbon, renewable energy future.
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EMPLOYEES
At December 31, 2019, our workforce consisted of the following:
NW Natural:
Unionized employees(1)
Non-unionized employees
Total NW Natural
Other Entities:
Water company employees
Other
Total other entities
Total Employees
626
541
1,167
38
15
53
1,220
(1) Members of the Office and Professional Employees International Union (OPEIU) Local No. 11, AFL-CIO.
NW Natural's labor agreement with members of OPEIU covers wages, benefits, and working conditions. In November 2019, NW
Natural's unionized employees ratified a collective bargaining agreement that that took effect on December 1, 2019 and extends
to May 31, 2024, and thereafter from year to year unless either party serves notice of its intent to negotiate modifications to the
collective bargaining agreement.
Certain subsidiaries may receive services from employees of other subsidiaries. When such services involve regulated entities,
those entities receiving services reimburse the entity providing services pursuant to shared services agreements, as applicable.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
For information concerning executive officers, see Part III, Item 10.
AVAILABLE INFORMATION
NW Holdings and NW Natural file annual, quarterly and current reports and other information with the Securities and Exchange
Commission (SEC). The SEC maintains an Internet site where reports, proxy statements, and other information filed can be
read, copied, and requested online at its website (www.sec.gov). In addition, we make available, free of charge, on our website
(www.nwnaturalholdings.com), our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K,
and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) and proxy materials filed under Section 14
of the Securities Exchange Act of 1934, as amended (Exchange Act), as soon as reasonably practicable after we electronically
file such material with, or furnish it to, the SEC. We have included our website address as an inactive textual reference only.
Information contained on our website is not incorporated by reference into this annual report on Form 10-K.
NW Holdings and NW Natural have adopted a Code of Ethics for all employees, officers, and directors that is available on our
website. We intend to disclose revisions and amendments to, and any waivers from, the Code of Ethics for officers and directors
on our website. Our Corporate Governance Standards, Director Independence Standards, charters of each of the committees of
the Board of Directors, and additional information about NW Holdings and NW Natural are also available at the website. Copies
of these documents may be requested, at no cost, by writing or calling Shareholder Services, NW Natural, 250 S.W. Taylor
Street, Portland, Oregon 97204, telephone 503-226-4211 ext. 2402.
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ITEM 1A. RISK FACTORS
NW Holdings’ and NW Natural’s business and financial results are subject to a number of risks and uncertainties, many of which
are not within our control, which could adversely affect our business, financial condition, and results of operations. Additional
risks and uncertainties that are not currently known to us or that are not currently believed by us to be material may also harm
our businesses, financial condition, and results of operations. When considering any investment in NW Holdings’ or NW Natural’s
securities, investors should carefully consider the following information, as well as information contained in the caption "Forward-
Looking Statements", Item 7A, and our other documents filed with the SEC. This list is not exhaustive and the order of
presentation does not reflect management’s determination of priority or likelihood. Additionally, our listing of risk factors that
primarily affects one of our businesses does not mean that such risk factor is inapplicable to our other businesses.
Risks Related to our Business Generally
REGULATORY RISK. Regulation of NW Holdings’ and NW Natural’s regulated businesses, including changes in the regulatory
environment, failure of regulatory authorities to approve rates which provide for timely recovery of costs and an adequate return
on invested capital, or an unfavorable outcome in regulatory proceedings may adversely impact NW Holdings’ and NW Natural’s
financial condition and results of operations.
The OPUC and WUTC have general regulatory authority over NW Natural’s gas business in Oregon and Washington. NW
Holdings’ regulated water utility businesses are generally regulated by the public utility commission in the state in which a water
business is located. These public utility commissions have broad regulatory authority, including: the rates charged to customers;
authorized rates of return on rate base, including ROE; the amounts and types of securities that may be issued by our regulated
utility companies, like NW Natural; services our regulated utility companies provide and the manner in which they provide them;
the nature of investments our utility companies make; deferral and recovery of various expenses, including, but not limited to,
pipeline replacement, environmental remediation costs, capital and information technology investments, commodity hedging
expense, and certain employee benefit expenses such as pension costs; transactions with affiliated interests; regulatory
adjustment mechanisms such as weather adjustment mechanisms, and other matters. The OPUC also regulates actions
investors may take with respect to our utility companies, NW Natural and NW Holdings. Similarly, FERC has regulatory authority
over NW Natural’s interstate storage services, and the CPUC has regulatory authority over NW Holdings’ Gill Ranch storage
operations. Expansion of our businesses could result in regulation by other regulatory authorities. For example, NW Holdings’
has contracted to acquire a water sector business in Texas that is subject to the regulatory authority of the Public Utility
Commission of Texas.
The prices regulators allow us to charge for regulated utility service, and the maximum FERC-approved rates FERC authorizes
us to charge for interstate storage and related transportation services, are the most significant factors affecting both NW
Natural’s and NW Holdings’ financial position, results of operations and liquidity. State utility regulators have the authority to
disallow recovery of costs they find imprudently incurred or otherwise disallowed, and rates that regulators allow may be
insufficient for recovery of costs we incur. We expect to continue to make expenditures to expand, improve and safely operate
our gas and water utility distribution and gas storage systems. Regulators can deny recovery of those costs. Furthermore, while
each applicable state regulator has established an authorized rate of return for our regulated utility businesses, we may not be
able to achieve the earnings level authorized. Moreover, in the normal course of business we may place assets in service or
incur higher than expected levels of operating expense before rate cases can be filed to recover those costs (this is commonly
referred to as regulatory lag). The failure of any regulatory commission to approve requested rate increases on a timely basis to
recover costs or to allow an adequate return could adversely impact NW Holdings’ or NW Natural’s financial condition, results of
operations and liquidity.
As companies with regulated utility businesses, we frequently have dockets open with our regulators, including a general rate
case filed with the OPUC on December 30, 2019. The regulatory proceedings for these dockets typically involve multiple parties,
including governmental agencies, consumer advocacy groups, and other third parties. Each party has differing concerns, but all
generally have the common objective of limiting amounts included in rates. We cannot predict the timing or outcome of these
proceedings or our pending Oregon general rate case, or the effects of those outcomes on NW Holdings’ and NW Natural’s
results of operations and financial condition.
ENVIRONMENTAL LIABILITY RISK. Certain of NW Natural’s, and possibly NW Holdings’, properties and facilities may pose
environmental risks requiring remediation, the costs of which are difficult to estimate and which could adversely affect NW
Holdings’ and NW Natural’s financial condition, results of operations, and cash flows.
NW Natural owns, or previously owned, properties that require environmental remediation or other action. NW Holdings or NW
Natural may now, or in the future, own other properties that require environmental remediation or other action. NW Natural and
NW Holdings accrue all material loss contingencies relating to these properties. A regulatory asset at NW Natural has been
recorded for estimated costs pursuant to a Deferral Order from the OPUC and WUTC. In addition to maintaining regulatory
deferrals, NW Natural settled with most of its historical liability insurers for only a portion of the costs it has incurred to date and
expects to incur in the future. To the extent amounts NW Natural recovered from insurance are inadequate and it is unable to
recover these deferred costs in utility customer rates, NW Natural would be required to reduce its regulatory assets which would
result in a charge to earnings in the year in which regulatory assets are reduced. In addition, in Oregon, the OPUC approved the
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SRRM, which limits recovery of deferred amounts to those amounts which satisfy an annual prudence review and an earnings
test that requires NW Natural to contribute additional amounts toward environmental remediation costs above approximately $10
million in years in which NW Natural earns above its authorized ROE. To the extent NW Natural earns more than its authorized
ROE in a year, it would be required to cover environmental expenses greater than the $10 million with those earnings that
exceed its authorized ROE. The OPUC ordered a review of the SRRM in 2018 or when we obtain greater certainty of
environmental costs, whichever occurred first. We submitted information for review in 2018, and believe we could be subject to
further review. These ongoing prudence reviews, the earnings test, or the periodic review could reduce the amounts NW Natural
is allowed to recover, and could adversely affect NW Holdings’ or NW Natural’s financial condition, results of operations and cash
flows.
Moreover, we may have disputes with regulators and other parties as to the severity of particular environmental matters, what
remediation efforts are appropriate, and the portion of the costs NW Natural or NW Holdings should bear. We cannot predict with
certainty the amount or timing of future expenditures related to environmental investigations, remediation or other action, the
portions of these costs allocable to NW Natural or NW Holdings, or disputes or litigation arising in relation thereto.
Environmental liability estimates are based on current remediation technology, industry experience gained at similar sites, an
assessment of probable level of responsibility, and the financial condition of other potentially responsible parties. However, it is
difficult to estimate such costs due to uncertainties surrounding the course of environmental remediation, the preliminary nature
of certain site investigations, and the application of environmental laws that impose joint and several liabilities on all potentially
responsible parties. These uncertainties and disputes arising therefrom could lead to further adversarial administrative
proceedings or litigation, with associated costs and uncertain outcomes, all of which could adversely affect NW Holdings’ or NW
Natural’s financial condition, results of operations and cash flows.
ENVIRONMENTAL REGULATION COMPLIANCE RISK. NW Holdings and NW Natural are subject to environmental regulations for
our ongoing businesses, compliance with which could adversely affect our operations or financial results.
NW Holdings and NW Natural are subject to laws, regulations and other legal requirements enacted or adopted by federal, state
and local governmental authorities relating to protection of the environment, including those legal requirements that govern
discharges of substances into the air and water, the management and disposal of hazardous substances and waste,
groundwater quality and availability, plant and wildlife protection, and other aspects of environmental regulation. For example,
our natural gas operations are subject to reporting requirements to the Environmental Protection Agency (EPA) and the Oregon
Department of Environmental Quality (ODEQ) regarding greenhouse gas emissions. These and other current and future
additional environmental regulations could result in increased compliance costs or additional operating restrictions, which may or
may not be recoverable in customer rates or through insurance. If these costs are not recoverable, they could have an adverse
effect on NW Holdings’ or NW Natural’s operations or financial condition.
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.
Climate change may cause physical risks, including an increase in sea level, intensified storms, water scarcity and changes in
weather conditions, such as changes in precipitation, average temperatures and extreme wind or other climate conditions. A
significant portion of the nation’s gas infrastructure is located in areas susceptible to storm damage that could be aggravated by
wetland and barrier island erosion, which could give rise to gas supply interruptions and price spikes.
These and other physical changes could result in disruptions to natural gas production and transportation systems potentially
increasing the cost of gas and affecting our natural gas businesses’ ability to procure gas to meet customer demand. These
changes could also affect our distribution systems resulting in increased maintenance and capital costs, disruption of service,
regulatory actions and lower customer satisfaction. Similar disruptions could occur in NW Holdings’ water utility businesses.
Additionally, to the extent that climate change adversely impacts the economic health or weather conditions of our service
territory directly, it could adversely impact customer demand or our customers' ability to pay. Such physical risks could have an
adverse effect on NW Holdings’ or NW Natural’s financial condition, results of operations, and cash flows.
PUBLIC PERCEPTION AND POLICY RISK. Changes in public sentiment or public policy with respect to natural gas, including
through local, state or federal laws or legislation or other regulation (including ballot initiatives), could adversely affect NW
Holdings’ or NW Natural’s financial condition, results of operations and cash flows.
There are a number of international, federal, state, and local legislative, legal, regulatory and other initiatives being proposed and
adopted in an attempt to measure, control or limit the effects of global warming and climate change, including GHG emissions
such as carbon dioxide and methane. For example, there are current legislative efforts in Oregon, Washington, and other states
in which we operate to cap or otherwise restrict the maximum GHGs an entity may emit without reduction efforts or other
undertakings. A cap and trade bill was considered in the 2019 Oregon legislative session, and failed due to a lack of quorum for
a vote. If a state-wide cap and trade program is not passed during the 2020 Oregon short-legislative session, ballot measures
may be proposed by advocacy groups in Oregon's November 2020 election. Similarly, one small jurisdiction in NW Natural’s
service territory, Eugene, Oregon, is seeking to pursue reductions in GHG emissions by negotiating for GHG targets, carbon
offsets and increased use of RNG in their system. Such current or future legislation, regulation or other initiatives (including ballot
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initiatives or ordinances) could impose on our natural gas businesses operational requirements or restrictions, additional charges
to fund energy efficiency initiatives, or levy a tax based on carbon content. In addition, while no such bans currently exist in NW
Natural’s operating territories, certain municipalities, such as Berkeley, California, are moving to restrict new natural gas hookups
in residential and other buildings, while other municipalities have considered requiring the conversion of buildings to electric heat,
or otherwise adopting policies or incentives to encourage the use of electricity in lieu of natural gas. If successful in our
territories, such restrictions could adversely impact customer growth or usage, and could adversely impact our ability to recover
costs and maintain reasonable customer rates.
NW Natural believes natural gas has an important role in moving the Pacific Northwest to a low carbon future, and to that end is
developing programs and measures to reduce carbon emissions. However, NW Natural’s efforts may not happen quickly enough
to keep pace with legislation or other regulation, legal changes or public sentiment, or may not be as effective as expected.
Any of these initiatives, or our unsuccessful response to them, could result in us incurring additional costs to comply with the
imposed restrictions, provide a cost or other competitive advantage to energy sources other than natural gas, reduce demand for
natural gas, impose costs or restrictions on end users of natural gas, impact the prices we charge our customers, impose
increased costs on us associated with the adoption of new infrastructure and technology to respond to such requirements, and
could negatively impact public perception of our services or products that negatively diminishes the value of our brand, all of
which could adversely affect NW Holdings’ or NW Natural’s business operations, financial condition and results of operations.
STRATEGIC TRANSACTION RISK. NW Holdings’ and NW Natural’s ability to successfully complete strategic transactions, including
merger, acquisition, divestiture, joint venture, business development projects or other strategic transactions is subject to
significant risks, including the risk that required regulatory or governmental approvals may not be obtained, risks relating to
unknown problems or liabilities or problems or liabilities undisclosed to us, and the risk that for these or other reasons, we may
be unable to achieve some or all of the benefits that we anticipate from such transactions, which could adversely affect NW
Holdings’ or NW Natural’s financial condition, results of operations, and cash flows.
From time to time, NW Holdings and NW Natural have pursued and may continue to pursue strategic transactions including
merger, acquisition, divestiture, joint venture, business development projects or other strategic transactions, including
acquisitions by NW Holdings in the water sector of a number of water utilities, wastewater entities and a water services company,
with NW Holdings’ continuing to seek other such water sector related opportunities. Any such transactions involve substantial
risks, including the following:
•
•
•
•
•
purchase or sale transactions that are contracted for may fail to close for a variety of reasons;
acquired businesses or assets may not produce revenues, earnings or cash flow at anticipated levels, which could,
among other things, result in the impairment of any goodwill associated with such acquisitions;
acquired businesses or assets could have environmental, permitting, or other problems for which contractual
protections prove inadequate;
there may be difficulties in integration or operation costs of new businesses;
there may exist liabilities that were not disclosed to us, that exceed our estimates, or for which our rights to
indemnification from the seller are limited;
• we may be unable to obtain the necessary regulatory or governmental approvals to close a transaction, receive
approvals granted subject to terms that are unacceptable to us, or be unable to achieve the anticipated regulatory
treatment of any such transaction; or
• we may be unable to avoid a sale of assets for a price that is less than the book value of those assets.
One or more of these risks could affect NW Holdings’ and NW Natural’s financial condition, results of operations, and cash flows.
BUSINESS DEVELOPMENT RISK. NW Holdings’ and NW Natural’s business development projects may encounter unanticipated
obstacles, costs, changes or delays that could result in a project becoming impaired, which could negatively impact NW
Holdings’ or NW Natural’s financial condition, results of operations and cash flows.
Business development projects involve many risks. We are currently engaged in several business development projects,
including, but not limited to, NW Holdings’ early planning and development stages for a regional pipeline in Oregon. We may also
engage in other business development projects such as investments in additional long-term gas reserves, projects in the water
sector, CNG refueling stations, RNG, power to gas or hydrogen projects or other projects intended to reduce carbon emissions.
These projects may not be successful. Additionally, we may not be able to obtain required governmental permits and approvals
to complete our projects in a cost-efficient or timely manner, potentially resulting in delays or abandonment of the projects. We
could also experience issues such as: technological challenges; ineffective scalability; startup and construction delays;
construction cost overruns; disputes with contractors; the inability to negotiate acceptable agreements such as rights-of-way,
easements, construction, gas supply or other material contracts; changes in customer demand, perception or commitment;
public opposition to projects; changes in market prices; and operating cost increases. Additionally, we may be unable to finance
our business development projects at acceptable costs or within a scheduled time frame necessary for completing the project.
Any of the foregoing risks, if realized, could result in the project becoming impaired, and such impairment could have an adverse
effect on NW Holdings’ or NW Natural’s financial condition and results of operations.
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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.
We use joint ventures and other business arrangements to manage and diversify the risks of certain development projects,
including NW Holdings’ Trail West pipeline and Gill Ranch Facility and NW Natural’s gas reserves agreements. NW Holdings or
NW Natural may acquire or develop part-ownership interests in other projects in the future, including but not limited to, in the
water sector. Under these arrangements, we may not be able to fully direct the management and policies of the business
relationships, and other participants in those relationships may take action contrary to our interests, including making operational
decisions that could negatively affect our costs and liabilities. In addition, other participants may withdraw from the project, divest
important assets, become financially distressed or bankrupt, or have economic or other business interests or goals that are
inconsistent with ours. For example, in January 2019, Pacific Gas & Electric Company, which owns the remaining 25 percent of
the Gill Ranch Facility (75 percent of which is owned by NW Holdings), filed for bankruptcy protection. While NW Holdings will
monitor that bankruptcy proceeding, and take appropriate actions in an attempt to protect its interests, it does not control, and
cannot predict, the outcome of such proceedings and the impact, if any, of the proceeding on the operations of Gill Ranch or the
planned sale by NW Holdings’ of its interest in Gill Ranch.
NW Natural’s gas reserves arrangements, which operate as a hedge backed by physical gas supplies, involve a number of risks,
including: gas production that is significantly less than the expected volumes, or no gas volumes; operating costs that are higher
than expected; changes in the consolidated tax position or tax laws that could affect NW Natural’s ability to take, or the timing of,
certain tax benefits that impact the financial outcome of this transaction; inherent risks of gas production, including disruption to
operations or a complete shut-in of the field; and one or more participants in one of these gas reserves arrangements acting
contrary to NW Natural’s interests. In addition, while the cost of the original gas reserves venture is currently included in
customer rates and additional wells under that arrangement are recovered at specific costs, the occurrence of one or more of
these risks could affect NW Natural’s ability to recover this hedge in rates. Further, new gas reserves arrangements have not
been approved for inclusion in rates, and regulators may ultimately determine to not include all or a portion of future transactions
in rates. The realization of any of the above mentioned situations could adversely impact NW Holdings’ or NW Natural’s financial
condition, results of operations and cash flows.
OPERATING RISK. Transporting and storing natural gas involves numerous risks that may result in accidents and other operating
risks and costs, some or all of which may not be fully covered by insurance, and which could adversely affect NW Holdings’ or
NW Natural’s financial condition, results of operations and cash flows.
NW Holdings and NW Natural are subject to all of the risks and hazards inherent in the businesses of gas distribution and
storage, and water distribution, including:
•
•
earthquakes, floods, storms, landslides and other severe weather incidents and natural hazards;
leaks or losses of natural gas, water or wastewater, or contamination of natural gas or water by chemicals or compounds, as
a result of the malfunction of equipment or facilities or otherwise;
damages from third parties;
operator errors;
negative performance by our storage reservoirs, facilities, or wells that could cause us to fail to meet expected or forecasted
operational levels or contractual commitments to our customers;
problems maintaining, or the malfunction of, pipelines, wellbores and related equipment and facilities that form a part of the
infrastructure that is critical to the operation of our gas and water distribution and gas storage facilities;
presence of chemicals or other compounds in natural gas that could adversely affect the performance of the system or end-
use equipment;
collapse of underground storage reservoirs;
inadequate supplies of natural gas or water;
operating costs that are substantially higher than expected;
•
•
•
• migration of natural gas through faults in the rock or to some area of the reservoir where existing wells cannot drain the gas
•
•
•
•
•
effectively, resulting in loss of the gas;
blowouts (uncontrolled escapes of gas from a pipeline or well) or other accidents, fires and explosions; and
risks and hazards inherent in the drilling operations associated with the development of gas storage facilities, and wells.
•
•
For example TC Pipelines, LP (TC Pipelines) has identified the presence of a chemical substance, dithiazine, at several facilities
on the system of its subsidiary, Gas Transmission Northwest (GTN), and those of some upstream and downstream connecting
pipeline facilities. A portion of NW Natural’s gas supplies from Canada are transported on GTN’s pipelines. TC Pipelines reports
that dithiazine can drop out of gas streams in a powdery form at some points of pressure reduction (for example, at a regulator),
and that in incidents where a sufficient quantity of the material accumulates in certain places, improper functioning of equipment
can occur, which can result in increased preventative and corrective action costs. While NW Natural has not detected significant
quantities of dithiazine on its system to date, we continue to monitor and could discover increased levels of dithiazine or other
compounds on NW Natural’s system that could affect the performance of the system or end-use equipment.
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These risks could result in disruption of service, personal injury or loss of human life, damage to and destruction of property and
equipment, pollution or other environmental damage, breaches of our contractual commitments, and may result in curtailment or
suspension of operations, which in turn could lead to significant costs and lost revenues. Further, because our pipeline, storage
and distribution facilities are in or near populated areas, including residential areas, commercial business centers, and industrial
sites, any loss of human life or adverse financial outcomes resulting from such events could be significant. We could be subject
to lawsuits, claims, and criminal and civil enforcement actions. Additionally, we may not be able to maintain the level or types of
insurance we desire, and the insurance coverage we do obtain may contain large deductibles or fail to cover certain hazards or
cover all potential losses. The occurrence of any operating risks not covered by insurance could adversely affect NW Holdings’
or NW Natural’s financial condition, results of operations and cash flows.
BUSINESS CONTINUITY RISK. NW Holdings and NW Natural may be adversely impacted by local or national disasters, pandemic
illness, political unrest, terrorist activities, cyber-attacks or data breaches, and other extreme events to which we may not be able
to promptly respond, which could adversely affect NW Holdings’ or NW Natural’s operations or financial condition.
Local or national disasters, pandemic illness, political unrest, terrorist activities, cyber-attacks and data breaches, and other
extreme events are a threat to our assets and operations. Companies in critical infrastructure industries may face a heightened
risk due to being the target of, and having heightened exposure to, acts of terrorism, including physical and security breaches of
our physical infrastructure and information technology systems in the form of cyber-attacks. These attacks could, among other
things, target or impact our technology or mechanical systems that operate our distribution, transmission or storage facilities and
result in a disruption in our operations, damage to our system and inability to meet customer requirements. In addition, the threat
of terrorist activities could lead to increased economic instability and volatility in the price of natural gas or other necessary
commodities that could affect our operations. Threatened or actual national disasters or terrorist activities may also disrupt
capital or bank markets and our ability to raise capital or obtain debt financing, or impact our suppliers or our customers directly.
Local disaster, protests or pandemic illness could result in disruption of our infrastructure or part of our workforce being unable to
operate or maintain our infrastructure or perform other tasks necessary to conduct our business. A slow or inadequate response
to events may have an adverse impact on our operations and earnings. We may not be able to maintain sufficient insurance to
cover all risks associated with local and national disasters, pandemic illness, terrorist activities, cyber-attacks and other events.
Additionally, large scale natural disasters or terrorist attacks could destabilize the insurance industry making the insurance we do
have unavailable, which could increase the risk that an event could adversely affect NW Holdings’ or NW Natural’s operations or
financial results.
HOLDING COMPANY DIVIDEND RISK. As a holding company, NW Holdings depends on its operating subsidiaries, including NW
Natural, to meet financial obligations and the ability of NW Holdings to pay dividends on its common stock is dependent on the
receipt of dividends and other payments from its subsidiaries, including NW Natural.
As a holding company, NW Holdings’ only significant assets are the stock and membership interests of its operating subsidiaries,
which at this time is primarily NW Natural. NW Holdings’ direct and indirect subsidiaries are separate and distinct legal entities,
managed by their own boards of directors, and have no obligation to pay any amounts to their respective shareholders, whether
through dividends, loans or other payments. The ability of these companies to pay dividends or make other distributions on their
common stock is subject to, among other things: their results of operations, net income, cash flows and financial condition, as
well as the success of their business strategies and general economic and competitive conditions; the prior rights of holders of
existing and future debt securities and any future preferred stock issued by those companies; and any applicable legal
restrictions.
In addition, the ability of NW Holdings’ subsidiaries to pay upstream dividends and make other distributions is subject to
applicable state law and regulatory restrictions. Under the OPUC and WUTC regulatory approvals for the holding company
formation, if NW Natural ceases to comply with credit and capital structure requirements approved by the OPUC and WUTC, it
will not, with limited exceptions, be permitted to pay dividends to NW Holdings. Under the OPUC and WUTC orders authorizing
the holding company reorganization, NW Natural may not pay dividends or make distributions to NW Holdings if NW Natural’s
credit ratings and common equity levels fall below specified ratings and levels. If NW Natural’s long-term secured credit ratings
are below A- for S&P and A3 for Moody’s, dividends may be issued so long as NW Natural’s common equity is 45% or above. If
NW Natural’s long-term secured credit ratings are below BBB for S&P and Baa2 for Moody’s, dividends may be issued so long
as NW Natural’s common equity is 46% or above. Dividends may not be issued if NW Natural’s long-term secured credit ratings
fall to BB+ or below for S&P or Ba1 or below for Moody’s, or if NW Natural’s common equity is below 44%. The ratio is measured
using common equity and long-term debt excluding imputed debt or debt-like lease obligations, and is determined on a
preceding or projected 13-month basis.
EMPLOYEE BENEFIT RISK. The cost of providing pension and postretirement healthcare benefits is subject to changes in pension
assets and liabilities, changing employee demographics and changing actuarial assumptions, which may have an adverse effect
on NW Holdings’ or NW Natural’s financial condition, results of operations and cash flows.
Until NW Natural closed the pension plans to new hires, which for non-union employees was in 2006 and for union employees
was in 2009, it provided pension plans and postretirement healthcare benefits to eligible full-time utility employees and retirees.
About half of NW Natural’s current utility employees were hired prior to these dates, and therefore remain eligible for these plans.
Other businesses we acquire may also have pension plans. The costs to NW Natural, or the other applicable businesses we may
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acquire, for providing such benefits is subject to change in the market value of the pension assets, changes in employee
demographics including longer life expectancies, increases in healthcare costs, current and future legislative changes, and
various actuarial calculations and assumptions. The actuarial assumptions used to calculate our future pension and
postretirement healthcare expenses may differ materially from actual results due to significant market fluctuations and changing
withdrawal rates, wage rates, interest rates and other factors. These differences may result in an adverse impact on the amount
of pension contributions, pension expense or other postretirement benefit costs recorded in future periods. Sustained declines in
equity markets and reductions in bond rates may have a material adverse effect on the value of the pension fund assets and
liabilities. In these circumstances, NW Natural may be required to recognize increased contributions and pension expense earlier
than it had planned to the extent that the value of pension assets is less than the total anticipated liability under the plans, which
could have a negative impact on NW Holdings’ and NW Natural’s financial condition, results of operations and cash flows.
WORKFORCE RISK. NW Holdings’ and NW Natural’s businesses are heavily dependent on being able to attract and retain
qualified employees and maintain a competitive cost structure with market-based salaries and employee benefits, and workforce
disruptions could adversely affect NW Holdings’ or NW Natural’s operations and results.
NW Holdings’ and NW Natural’s ability to implement our business strategy and serve our customers is dependent upon our
continuing ability to attract and retain talented professionals and a technically skilled workforce, and being able to transfer the
knowledge and expertise of our workforce to new employees as our largely older workforce retires. We expect that a significant
portion of our workforce will retire within the current decade, which will require that we attract, train and retain skilled workers to
prevent loss of institutional knowledge or skills gaps. Without an appropriately skilled workforce, our ability to provide quality
service and meet our regulatory requirements will be challenged and this could negatively impact NW Holdings' and NW
Natural’s earnings. Additionally, a majority of NW Natural workers are represented by the OPEIU Local No. 11 AFL-CIO, and are
covered by a collective bargaining agreement that extends to May 31, 2024. Disputes with the union representing NW Natural
employees over terms and conditions of their agreement, or failure to timely and effectively renegotiate the agreement, could
result in instability in our labor relationship and work stoppages that could impact the timely delivery of gas and other services
from our utility and storage facilities, which could strain relationships with customers and state regulators and cause a loss of
revenues. The collective bargaining agreements may also limit our flexibility in dealing with NW Natural’s workforce, and the
ability to change work rules and practices and implement other efficiency-related improvements to successfully compete in
today’s challenging marketplace, which may negatively affect NW Holdings’ and NW Natural’s financial condition and results of
operations.
LEGISLATIVE, COMPLIANCE AND TAXING AUTHORITY RISK. NW Holdings and NW Natural are subject to governmental regulation,
and compliance with local, state and federal requirements, including taxing requirements, and unforeseen changes in or
interpretations of such requirements could affect NW Holdings’ or NW Natural’s financial condition and results of operations.
NW Holdings and NW Natural are subject to regulation by federal, state and local governmental authorities. We are required to
comply with a variety of laws and regulations and to obtain authorizations, permits, approvals and certificates from governmental
agencies in various aspects of our business. Significant changes in federal, state, or local governmental leadership can
accelerate or amplify changes in existing laws or regulations, or the manner in which they are interpreted or enforced. For
example, the current U.S. presidential administration has made numerous leadership changes at federal administrative agencies
since the 2016 U.S. presidential election. Moreover, the U.S. Congress and the U.S. presidential administration may make
substantial changes to fiscal, tax, regulation and other federal policies, which changes may be significantly impacted by the
outcome of the 2020 U.S. presidential and congressional election. The current U.S. presidential administration has called for and
implemented significant changes to U.S. fiscal policies, U.S. trade, healthcare, immigration, foreign, and government regulatory
policy. To the extent the U.S. Congress or U.S. presidential administration implements changes to U.S. policy, those changes
may impact, among other things, the U.S. and global economy, international trade and relations, unemployment, immigration,
corporate taxes, healthcare, the U.S. regulatory environment, inflation and other areas. Similarly, local elections during 2020 may
lead to significant policy changes at the state or municipal levels in our service areas that may affect us. In addition, foreign
governments may implement changes to their policies, in response to changes to U.S. policy or otherwise. Although we cannot
predict the impact, if any, of these changes to our businesses, they could adversely affect NW Holdings’ or NW Natural’s financial
condition and results of operations. Until we know what policy changes are made and how those changes impact our businesses
and the business of our competitors over the long term, we will not know if, overall, we will benefit from them or be negatively
affected by them.
Though we cannot predict changes in laws, regulations, or enforcement, we expect there to continue to be a number of
significant changes. We cannot predict with certainty the impact of any future revisions or changes in interpretations of existing
regulations or the adoption of new laws and regulations. Additionally, any failure to comply with existing or new laws and
regulations could result in fines, penalties or injunctive measures that could affect operating assets. For example, under the
Energy Policy Act of 2005, the FERC has civil authority under the Natural Gas Act to impose penalties for current violations of in
excess of $1 million per day for each violation. In addition, as the regulatory environment for our businesses increases in
complexity, the risk of inadvertent noncompliance may also increase. Changes in regulations, the imposition of additional
regulations, and the failure to comply with laws and regulations could negatively influence NW Holdings’ or NW Natural’s
operating environment and results of operations.
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Additionally, changes in federal, state or local tax laws and their related regulations, or differing interpretations or enforcement of
applicable law by a federal, state or local taxing authority, could result in substantial cost to us and negatively affect our results of
operations. Tax law and its related regulations and case law are inherently complex and dynamic. Disputes over interpretations
of tax laws may be settled with the taxing authority in examination, through programs like the Compliance Assurance Process
(CAP), upon appeal or through litigation. Our judgments may include reserves for potential adverse outcomes regarding tax
positions that have been taken that may be subject to challenge by taxing authorities. Changes in laws, regulations or adverse
judgments and the inherent difficulty in quantifying potential tax effects of business decisions may negatively affect NW Holdings’
or NW Natural’s financial condition and results of operations.
Furthermore, certain tax assets and liabilities, such as deferred tax assets and regulatory tax assets and liabilities, are
recognized or recorded by NW Holdings or NW Natural based on certain assumptions and determinations made based on
available evidence, such as projected future taxable income, tax-planning strategies, and results of recent operations. If these
assumptions and determinations prove to be incorrect, the recorded results may not be realized, which may negatively impact
the financial results of NW Holdings and NW Natural.
There is uncertainty as to how our regulators will reflect the impact of the legislation and other government regulation in rates.
The resulting ratemaking treatment may negatively affect NW Holdings’ or NW Natural’s financial condition and results of
operations.
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.
The safety and protection of the public, our customers and our employees is and will remain our top priority. We are committed to
consistently monitoring and maintaining our distribution systems and storage operations to ensure that natural gas and water is
acquired, stored and delivered safely, reliably and efficiently. Given recent high-profile natural gas explosions, leaks and
accidents in other parts of the country involving both distribution systems and storage facilities, we anticipate that the natural gas
industry may be the subject of even greater federal, state and local regulatory oversight. For example, in 2016, the Protecting our
Infrastructure of Pipelines and Enhancing Safety Act (PIPES Act) was signed into law increasing regulations for natural gas
storage pipelines and underground storage facilities and prioritizing the completion by the Pipeline and Hazardous Materials
Safety Administration (PHMSA) of regulations related to the safety standards for natural gas transmission and gathering
pipelines. Similarly, in 2016, California passed legislation directing the Department of Oil, Gas and Geothermal Resources
(DOGGR) to develop regulations affecting gas storage operations. DOGGR has issued regulations which require certain integrity
testing and tubing for wells at the Gill Ranch Facility within the next 7 years.
We intend to work diligently with industry associations and federal and state regulators to seek to ensure compliance with these
and other new laws. We expect there to be increased costs associated with compliance, 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.
HEDGING RISK. NW Natural’s risk management policies and hedging activities cannot eliminate the risk of commodity price
movements and other financial market risks, and its hedging activities may expose it to additional liabilities for which rate
recovery may be disallowed, which could result in an adverse impact on NW Holdings’ and NW Natural’s operating revenues,
costs, derivative assets and liabilities and operating cash flows.
NW Natural’s gas purchasing requirements expose it to risks of commodity price movements, while its use of debt and equity
financing exposes it to interest rate, liquidity and other financial market risks. NW Natural attempts to manage these exposures
with both financial and physical hedging mechanisms, including its gas reserves transactions which are hedges backed by
physical gas supplies. While NW Natural has risk management procedures for hedging in place, they may not always work as
planned and cannot entirely eliminate the risks associated with hedging. Additionally, NW Natural’s hedging activities may cause
it to incur additional expenses to obtain the hedge. NW Natural does not hedge its entire interest rate or commodity cost
exposure, and the unhedged exposure will vary over time. Gains or losses experienced through hedging activities, including
carrying costs, generally flow through NW Natural’s PGA mechanism or are recovered in future general rate cases. However, the
hedge transactions NW Natural enters into for utility purposes are subject to a prudence review by the OPUC and WUTC, and, if
found imprudent, those expenses may be, and have been previously, disallowed, which could have an adverse effect on NW
Holdings’ or NW Natural’s financial condition and results of operations.
In addition, NW Natural’s actual business requirements and available resources may vary from forecasts, which are used as the
basis for its hedging decisions, and could cause its exposure to be more or less than anticipated. Moreover, if NW Natural’s
derivative instruments and hedging transactions do not qualify for regulatory deferral and it does not elect hedge accounting
treatment under U.S. GAAP, NW Holdings’ or NW Natural’s results of operations and financial condition could be adversely
affected.
NW Natural also has credit-related exposure to derivative counterparties. Counterparties owing NW Natural or its subsidiaries
money or physical natural gas commodities could breach their obligations. Should the counterparties to these arrangements fail
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to perform, NW Natural may be forced to enter into alternative arrangements to meet its normal business requirements. In that
event, NW Holdings’ or NW Natural’s financial results could be adversely affected. Additionally, under most of NW Natural’s
hedging arrangements, any downgrade of its senior unsecured long-term debt credit rating could allow its counterparties to
require NW Natural to post cash, a letter of credit or other form of collateral, which would expose NW Natural to additional costs
and may trigger significant increases in borrowing from its credit facilities or equity contribution needs from NW Holdings, if the
credit rating downgrade is below investment grade. Further, based on current interpretations, NW Natural is not considered a
"swap dealer" or "major swap participant" in 2020, so NW Natural is exempt from certain requirements under the Dodd-Frank
Act. If NW Natural is unable to claim this exemption, it could be subject to higher costs for its derivatives activities, and such
higher costs could have a negative impact on NW Holdings’ and NW Natural’s operating costs and financial results.
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.
NW Holdings’ and NW Natural’s ability to obtain adequate and cost effective short-term and long-term financing depends on
maintaining investment grade credit profiles as well as the existence of liquid and stable financial markets. NW Holdings relies on
access to equity and bank markets to finance equity contributions to subsidiaries and other business requirements. NW Natural
relies on access to capital and bank markets, including commercial paper and bond markets, to finance its operations,
construction expenditures and other business requirements, and to refund maturing debt that cannot be funded entirely by
internal cash flows. Disruptions in capital markets could adversely affect our ability to access short-term and long-term financing.
Our access to funds under committed credit facilities, which are currently provided by a number of banks, is dependent on the
ability of the participating banks to meet their funding commitments. Those banks may not be able to meet their funding
commitments if they experience shortages of capital and liquidity. Disruptions in the bank or capital financing markets as a result
of economic uncertainty, changing or increased regulation of the financial sector, or failure of major financial institutions could
adversely affect NW Holdings’ and NW Natural’s access to capital and negatively impact our ability to run our businesses and
make strategic investments.
NW Natural is currently rated by S&P and Moody’s and a negative change in its credit ratings, particularly below investment
grade, could adversely affect its cost of borrowing and access to sources of liquidity and capital.
Such a downgrade could further limit its access to borrowing under available credit lines. Additionally, downgrades in its current
credit ratings below investment grade could cause additional delays in NW Natural's ability to access the capital markets while it
seeks supplemental state regulatory approval, which could hamper its ability to access credit markets on a timely basis. NW
Holdings' credit profile is largely supported by NW Natural’s credit ratings and any negative change in NW Natural’s credit ratings
would likely negatively impact NW Holdings’ access to sources of liquidity and capital and cost of borrowing. A credit downgrade
to NW Natural, or resulting negative impact on NW Holdings, could also require additional support in the form of letters of credit,
cash or other forms of collateral and otherwise adversely affect NW Holdings' or NW Natural’s financial condition and results of
operations.
REPUTATIONAL RISKS. Customers', legislators', and regulators' opinions of NW Holdings and NW Natural are affected by many
factors, including system and fuel reliability and safety, protection of customer information, rates, media coverage, and public
sentiment. 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.
A number of factors can affect customer’s perception of us including: service interruptions or safety concerns due to failures of
equipment or facilities or from other causes, and our ability to promptly respond to such failures; our ability to safeguard sensitive
customer information; the timing and magnitude of rate increases; and volatility of rates. Customers', legislators', and regulators'
opinions of us can also be affected by media coverage, including the proliferation of social media, which may include information,
whether factual or not, that could damage the perception of natural gas, our brand, or our reputation.
Other concerns about the use of natural gas include the potential for natural gas explosions and the effect of natural gas on
indoor air quality. For example, NW Natural’s gas distribution system was struck by a third party resulting in a gas explosion in
2016, and while NW Natural was determined not to be at fault, the perception of natural gas as an energy source could have
been affected. In addition, studies from time to time question the indoor health and general climate effects from burning natural
gas, which may also impact public perception. These shifts in public sentiment may not only impact further legislative initiatives,
but behaviors and perceptions of customers, investors and regulators.
If customers, legislators, or regulators have or develop a negative opinion of us and our services, or of natural gas as an energy
source generally, this could make it more difficult for us to achieve favorable legislative or regulatory outcomes. Negative
opinions could also result in sales volumes reductions or increased use of other sources of energy, or additional difficulties in
accessing capital markets. Any of these consequences could adversely affect NW Holdings’ or NW Natural’s financial position,
results of operations and cash flows.
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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.
NW Holdings and NW Natural have undertaken a variety of initiatives to integrate, standardize, centralize and streamline
operations. These efforts have resulted in greater reliance on technological tools such as, at NW Natural: an enterprise resource
planning system, a digital dispatch system, an automated meter reading system, a web-based ordering and tracking system, and
other similar technological tools and initiatives. Our future success will depend, in part, on our ability to anticipate and adapt to
technological changes in a cost-effective manner and to offer, on a timely basis, services that meet customer demands and
evolving industry standards. New technologies may emerge that could be superior to, or may not be compatible with, some of
our existing technologies, and may require us to make significant expenditures to remain competitive. We continue to implement
technology to improve our business processes and customer interactions. In addition, our various existing information technology
systems require periodic modifications, upgrades and/or replacement. For example, NW Natural intends to upgrade its SAP
system and replace its customer information system in the near future.
There are various risks associated with these systems in addition to upgrades and replacements, including hardware and
software failure, communications failure, data distortion or destruction, unauthorized access to data, misuse of proprietary or
confidential data, unauthorized control through electronic means, programming mistakes and other inadvertent errors or
deliberate human acts. In addition, we are dependent on a continuing flow of important components to maintain and upgrade
our information technology systems. Our suppliers may face production or import delays due to natural disasters, strikes, lock-
outs, political unrest or other such circumstances.
Any modifications, upgrades, system maintenance or replacements subject us to inherent costs and risks, including potential
disruption of our internal control structure, substantial capital expenditures, additional administrative and operating expenses,
retention of sufficiently skilled personnel to implement and operate the new systems, and other risks and costs of delays or
difficulties in transitioning to new systems or of integrating new systems into our current systems. In addition, the difficulties with
implementing new technology systems may cause disruptions in our business operations and have an adverse effect on our
business and operations, if not anticipated and appropriately mitigated. There is also risk that we may not be able to recover all
costs associated with projects to improve our technological capabilities, which may adversely affect NW Holdings’ or NW
Natural’s financial condition and results of operations.
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.
Although we take precautions to protect our technology systems and are not aware of any material security breaches to date,
there is no guarantee that the procedures we have implemented to protect against unauthorized access to secured data and
systems are adequate to safeguard against all security breaches or other cyber attacks. Additionally, the facilities and systems of
clients, suppliers and third party service providers could be vulnerable to the same cyber risks as our facilities and systems, and
such third party systems may be interconnected to our systems both physically and technologically. Therefore, an event caused
by cyberattacks or other malicious act at an interconnected third party could impact our business and facilities similarly. As these
potential cyber security attacks become more common and sophisticated, we could be required to incur costs to strengthen our
systems or obtain specific insurance coverage against potential losses. Our businesses could experience breaches of security
pertaining to sensitive customer, employee, and vendor information maintained by us in the normal course of business, which
could adversely affect our reputation, diminish customer confidence, disrupt operations, materially increase the costs we incur to
protect against these risks, and subject us to possible financial liability or increased regulation or litigation, any of which could
adversely affect NW Holdings’ or NW Natural’s financial condition and results of operations.
REGULATORY ACCOUNTING RISK. In the future, NW Holdings or NW Natural may no longer meet the criteria for continued
application of regulatory accounting practices for all or a portion of our regulated operations.
If we can no longer apply regulatory accounting, we could be required to write off our regulatory assets and precluded from the
future deferral of costs not recovered through rates at the time such amounts are incurred, even if we are expected to recover
these amounts from customers in the future.
GAS PRICE RISK. Higher natural gas commodity prices and volatility in the price of gas may adversely affect NW Natural’s NGD
business, whereas lower gas price volatility may adversely affect NW Natural’s and NW Holdings’ gas storage business, in each
case negatively affecting NW Holdings’ and NW Natural’s results of operations and cash flows.
The cost of natural gas is affected by a variety of factors, including weather, changes in demand, the level of production and
availability of natural gas supplies, transportation constraints, availability and cost of pipeline capacity, federal and state energy
and environmental regulation and legislation, natural disasters and other catastrophic events, national and worldwide economic
and political conditions, and the price and availability of alternative fuels. At NW Natural, the cost we pay for natural gas is
generally passed through to customers through an annual PGA rate adjustment. If gas prices were to increase significantly, it
would raise the cost of energy to NW Natural’s customers, potentially causing those customers to conserve or switch to alternate
26
sources of energy. Significant price increases could also cause new home builders and commercial developers to select
alternative energy sources. Decreases in the volume of gas NW Natural sells could reduce NW Holdings or NW Natural’s
earnings, and a decline in customers could slow growth in future earnings. Additionally, because a portion (10% or 20%) of any
difference between the estimated average PGA gas cost in rates and the actual average gas cost incurred is recognized as
current income or expense, higher average gas costs than those assumed in setting rates can adversely affect NW Holdings’
and NW Natural’s operating cash flows, liquidity and results of operations. Additionally, notwithstanding NW Natural’s current rate
structure, higher gas costs could result in increased pressure on the OPUC or the WUTC to seek other means to reduce NW
Natural’s rates, which also could adversely affect NW Holdings’ and NW Natural’s results of operations and cash flows.
Higher gas prices may also cause NW Natural to experience an increase in short-term debt and temporarily reduce liquidity
because it pays suppliers for gas when it is purchased, which can be in advance of when these costs are recovered through
rates. Significant increases in the price of gas can also slow collection efforts as customers experience increased difficulty in
paying their higher energy bills, leading to higher than normal delinquent accounts receivable resulting in greater expense
associated with collection efforts and increased bad debt expense.
Conversely, storage businesses benefit from price volatility, which impacts the level of demand for services and the rates that
can be charged for storage services. Largely due to the abundant supply of natural gas made available by hydraulic fracturing
techniques, natural gas prices have dropped significantly to levels that are near historic lows. If prices and volatility remain low or
decline further, then the demand for storage services, and the prices that we will be able to charge for those services, may
decline or be depressed for a prolonged period of time. Prices below the costs to operate a storage facility could result in a
decision to shut-in all or a portion of the facility. A sustained decline in these prices or a shut-in of all or a portion of the facility
could have an adverse impact on NW Holdings’ or NW Natural’s financial condition, results of operations and cash flows.
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.
NW Holdings and NW Natural review the carrying value of long-lived assets whenever events or changes in circumstances
indicate the carrying amount of the assets might not be recoverable. The determination of recoverability is based on the
undiscounted net cash flows expected to result from the operation of such assets. Projected cash flows depend on the future
operating costs and projected revenues associated with the asset. In 2017, NW Natural recognized a $192.5 million impairment
of long-lived assets at the Gill Ranch Facility as of December 31, 2017. We review our other long-lived assets to determine if an
impairment analysis is necessary.
We review the carrying value of goodwill annually or whenever events or changes in circumstances indicate that such carrying
value may not be recoverable. A goodwill impairment analysis begins with a qualitative analysis of events and circumstances. If
the qualitative assessment indicates that the carrying value may be at risk, we will perform a quantitative assessment and
recognize a goodwill impairment for any amount in which the fair value of a reporting unit exceeds its fair value. NW Holdings'
total goodwill was $49.9 million as of December 31, 2019 and $9.0 million as of December 31, 2018. The increase in the goodwill
balance was due to additions associated with acquisitions in the water sector. All of our goodwill is related to water and
wastewater acquisitions. There have been no impairments recognized for the water and wastewater acquisitions to date. Any
impairment charge taken with respect to our long-lived assets or goodwill could be material and could have a material effect on
NW Holdings’ or NW Natural’s financial condition and results of operations.
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.
NW Natural’s NGD margins and earnings growth have largely depended upon the sustained growth of its residential and
commercial customer base due, in part, to the new construction housing market, conversions of customers to natural gas from
other energy sources and growing commercial use of natural gas. The last recession slowed new construction. While new home
construction has resumed and the multi-family composition has been higher than its pre-recession pace, overall construction has
not returned to the pre-recession pace, and there are predictions of an impending new recessionary cycle. Insufficient growth in
these markets, for economic, political or other reasons could adversely affect NW Holdings’ or NW Natural’s utility margin,
earnings and cash flows.
RISK OF COMPETITION. Our NGD business is subject to increased competition which could negatively affect NW Holdings’ or NW
Natural’s results of operations.
In the residential and commercial markets, NW Natural’s NGD business competes primarily with suppliers of electricity, fuel oil,
and propane. In the industrial market, NW Natural competes with suppliers of all forms of energy. Competition among these
forms of energy is based on price, efficiency, reliability, performance, market conditions, technology, environmental impacts and
public perception. Technological improvements in other energy sources such as heat pumps, batteries or other alternative
technologies could erode NW Natural’s competitive advantage. If natural gas prices rise relative to other energy sources, or if the
cost, environmental impact or public perception of such other energy sources improves relative to natural gas, it may negatively
affect NW Natural’s ability to attract new customers or retain our existing residential, commercial and industrial customers, which
could have a negative impact on our customer growth rate and NW Holdings’ and NW Natural’s results of operations.
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Our natural gas storage operations compete primarily with other storage facilities and pipelines. Natural gas storage is an
increasingly competitive business, with the ability to expand or build new storage capacity in California, the U.S. Rocky
Mountains and elsewhere in the U.S. and Canada. Increased competition in the natural gas storage business could reduce the
demand for our natural gas storage services, drive prices down for our storage business, and adversely affect our ability to
renew or replace existing contracts at rates sufficient to maintain current revenues and cash flows, which could adversely affect
NW Holdings’ and NW Natural’s financial condition, results of operations and cash flows.
RELIANCE ON THIRD PARTIES TO SUPPLY NATURAL GAS RISK. NW Natural relies on third parties to supply the natural gas in its
NGD segment, and limitations on NW Natural’s ability to obtain supplies, or failure to receive expected supplies for which it has
contracted, could have an adverse impact on NW Holdings’ or NW Natural’s financial results.
NW Natural’s ability to secure natural gas for current and future sales depends upon its ability to purchase and receive delivery
of supplies of natural gas from third parties. NW Natural, and in some cases, its suppliers of natural gas, does not have control
over the availability of natural gas supplies, competition for those supplies, disruptions in those supplies, priority allocations on
transmission pipelines, or pricing of those supplies. Additionally, third parties on whom NW Natural relies may fail to deliver gas
for which it has contracted. For example, in October, 2018, a 36-inch pipeline near Prince George, British Columbia owned by
Enbridge ruptured, disrupting natural gas flows from Canada into Washington while the ruptured pipeline and an adjacent
pipeline were assessed and the ruptured pipeline was repaired. Once repaired, pressurization levels for those pipelines were
reduced for a significant period of time for assessment and testing. If NW Natural is unable or limited in its ability to obtain natural
gas from its current suppliers or new sources, it may not be able to meet customers' gas requirements and would likely incur
costs associated with actions necessary to mitigate service disruptions, both of which could significantly and negatively impact
NW Holdings’ and NW Natural’s results of operations.
SINGLE TRANSPORTATION PIPELINE RISK. NW Natural relies on a single pipeline company for the transportation of gas to its
service territory, a disruption of which could adversely impact its ability to meet customers’ gas requirements, which could
significantly and negatively impact NW Holdings’ and NW Natural’s results of operations.
NW Natural’s distribution system is directly connected to a single interstate pipeline, which is owned and operated by Northwest
Pipeline. The pipeline’s gas flows are bi-directional, transporting gas into the Portland metropolitan market from two directions:
(1) the north, which brings supplies from the British Columbia and Alberta supply basins; and (2) the east, which brings supplies
from the Alberta and the U.S. Rocky Mountain supply basins. If there is a rupture or inadequate capacity in, or supplies to
maintain adequate pressures in, the pipeline, NW Natural may not be able to meet its customers’ gas requirements and we
would likely incur costs associated with actions necessary to mitigate service disruptions, both of which could significantly and
negatively impact NW Holdings’ and NW Natural’s results of operations.
THIRD PARTY PIPELINE RISK. NW Holdings’ and NW Natural’s gas storage businesses depend 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.
Our gas storage facilities are reliant on the continued operation of a third-party pipeline and other facilities that provide delivery
options to and from our storage facilities. Because we do not own all of these pipelines, their operations are not within our
control. If the third-party pipeline to which we are connected were to become unavailable for current or future withdrawals or
injections of natural gas due to repairs, damage to the infrastructure, lack of capacity or other reasons, our ability to operate
efficiently and satisfy our customers’ needs could be compromised, thereby potentially having an adverse impact on NW
Holdings’ or NW Natural’s financial condition, results of operations and cash flows.
WEATHER RISK. Warmer than average weather may have a negative impact on our revenues and results of operations.
We are exposed to weather risk in our natural gas business, primarily at NW Natural. A majority of NW Natural’s gas volume is
driven by gas sales to space heating residential and commercial customers during the winter heating season. Current NW
Natural rates are based on an assumption of average weather. Warmer than average weather typically results in lower gas sales.
Colder weather typically results in higher gas sales. Although the effects of warmer or colder weather on utility margin in Oregon
are expected to be mitigated through the operation of NW Natural’s weather normalization mechanism, weather variations from
normal could adversely affect utility margin because NW Natural may be required to purchase more or less gas at spot rates,
which may be higher or lower than the rates assumed in its PGA. Also, a portion of NW Natural’s Oregon residential and
commercial customers (usually less than 10%) have opted out of the weather normalization mechanism, and approximately 11%
of its customers are located in Washington where it does not have a weather normalization mechanism. These effects could
have an adverse effect on NW Holdings’ and NW Natural’s financial condition, results of operations and cash flows.
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CUSTOMER CONSERVATION RISK. Customers’ conservation efforts may have a negative impact on NW Holdings’ and NW
Natural’s revenues.
An increasing national focus on energy conservation, including improved building practices and appliance efficiencies may result
in increased energy conservation by customers. This can decrease NW Natural’s sales of natural gas and adversely affect NW
Holdings’ or NW Natural’s results of operations because revenues are collected mostly through volumetric rates, based on the
amount of gas sold. In Oregon, NW Natural has a conservation tariff which is designed to recover lost utility margin due to
declines in residential and small commercial customers’ consumption. However, NW Natural does not have a conservation tariff
in Washington that provides it this margin protection on sales to customers in that state. Similar conservation risks exist for water
utilities. Customers’ conservation efforts may have a negative impact on NW Holdings' and NW Natural’s financial condition,
revenues and results of operations.
Risks Related Primarily to NW Holdings' Water Sector Businesses
NEW WATER SECTOR BUSINESS. NW Holdings has entered the water sector through the acquisition of a number of water and
wastewater companies. Water and wastewater businesses are subject to a number of risks in addition to the risks described
above.
Although the water businesses are not currently expected to materially contribute to the results of operations of NW Holdings,
these businesses are subject to risks, in addition to those described above that could adversely affect their results of operations,
including:
•
contamination of water supplies, including water provided to customers with naturally occurring or human-made substances
or other hazardous materials;
interruptions in water supplies and droughts;
conservation efforts by customers;
regulatory requirements; and
•
•
•
• weather conditions.
Significant losses, liabilities or impairments arising from these businesses may adversely affect NW Holdings' financial position
or results of operations.
INVESTMENT RISK. NW Holdings’ expectations with respect to the financial results of its investments in water operations are
based on various assumptions and beliefs that may not prove accurate, resulting in failures or delays in achieving expected
returns or performance.
NW Holdings’ expansion into the water sector is an important component of its growth strategy. Although NW Holdings expects
its water and wastewater utility operations will result in various benefits, including expanding customer bases, providing
investment opportunities through infrastructure development and enhancing regulatory relationships within the local communities
served, NW Holdings may not be able to realize these or other benefits. Achieving the anticipated benefits is subject to a number
of uncertainties, including whether the businesses acquired can be operated in the manner intended and whether costs to
finance the acquisitions and investments will be consistent with expectations. Events outside of our control, including but not
limited to regulatory changes or developments, could adversely affect our ability to realize the anticipated benefits from building
NW Holdings’ water platform. The integration of newly acquired water businesses may be unpredictable, subject to delays or
changed circumstances, and such businesses may not perform in accordance with our expectations. In addition, anticipated
costs, level of management’s attention and internal resources to achieve the integration of the acquired businesses may differ
significantly from our current estimates resulting in failures or delays in achieving expected returns or performance. If NW
Holdings' expectations regarding the financial results of its investments in water operations prove to be inaccurate, it may
adversely affect NW Holdings' financial position or results of operations.
ITEM 1B. UNRESOLVED STAFF COMMENTS
We have no unresolved staff comments.
29
ITEM 2. PROPERTIES
NW Natural's Natural Gas Distribution Properties
NW Natural's natural gas pipeline system consists of approximately 14,000 miles of distribution and transmission mains and
approximately 10,000 miles of service lines located in its territory in Oregon and southwest Washington. In addition, the pipeline
system includes service pipelines, meters and regulators, and gas regulating and metering stations. Natural gas pipeline mains
are located in municipal streets or alleys pursuant to franchise or occupation ordinances, in county roads or state highways
pursuant to agreements or permits granted pursuant to statute, or on lands of others pursuant to easements obtained from the
owners of such lands. NW Natural also holds permits for the crossing of numerous navigable waterways and smaller tributaries
throughout our entire service territory.
NW Natural owns service building facilities in Portland, Oregon, as well as various satellite service centers, garages,
warehouses, and other buildings necessary and useful in the conduct of its business. Resource centers are maintained on
owned or leased premises at convenient points in the distribution system to provide service within NW Natural's service territory.
NW Natural also owns LNG storage facilities in Portland and near Newport, Oregon.
NW Natural also leases office space in Portland for its corporate operations center, which expires on May 31, 2020. In
anticipation of the expiration of the current lease, NW Natural executed an extensive search and evaluation process that focused
on seismic preparedness, safety, reliability, the least cost to our customers, and a continued commitment to our employees and
the communities we serve. In October 2017, NW Natural entered into a 20-year lease agreement for a new corporate operations
center in Portland. NW Natural expects to begin operations at the location in March 2020.
NW Natural's Mortgage and Deed of Trust (Mortgage) is a first mortgage lien on substantially all of the property constituting NW
Natural's natural gas distribution plant balances.
These properties are used in the NGD segment.
NW Natural's Natural Gas Storage Properties
NW Natural holds leases and other property interests in approximately 12,000 net acres of underground natural gas storage in
Oregon and easements and other property interests related to pipelines associated with these facilities. NW Natural owns rights
to depleted gas reservoirs near Mist, Oregon that are continuing to be developed and operated as underground gas storage
facilities. NW Natural also holds all future storage rights in certain other areas of the Mist gas field in Oregon in addition to other
leases and property interests.
A portion of these properties are used in the NGD segment.
NWN Water's Distribution Properties
NWN Water owns and maintains water pipelines and wastewater treatment facilities, and holds related leases and other property
interests in Oregon, Washington, and Idaho, associated with water entities that were acquired during 2018 and 2019. Pipelines
are located in municipal streets or alleys pursuant to franchise or occupation ordinances, in county roads or state highways
pursuant to agreements or permits granted pursuant to statute, or on lands of others pursuant to easements obtained from the
owners of such lands. These properties are used by entities that are aggregated and reported as other under NW Holdings.
We consider all of our properties currently used in our operations, both owned and leased, to be well maintained, in good
operating condition, and, along with planned additions, adequate for our present and foreseeable future needs.
ITEM 3. LEGAL PROCEEDINGS
Other than the proceedings disclosed in Note 18, we have only nonmaterial litigation in the ordinary course of business.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
30
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
NW Holdings' common stock is listed and trades on the New York Stock Exchange under the symbol NWN.
There is no established public trading market for NW Natural's common stock.
As of February 24, 2020, there were 4,739 holders of record of NW Holdings' common stock and NW Holdings was the sole
holder of NW Natural's common stock.
The following table provides information about purchases of NW Holdings' equity securities that are registered pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended, during the quarter ended December 31, 2019:
Issuer Purchases of Equity Securities
Total Number
of Shares Purchased(1)
Average
Price Paid per Share
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs(2)
Maximum Dollar Value
of Shares that May Yet
Be Purchased Under
the Plans or
Programs(2)
2,124,528
$
16,732,648
— $
637
—
637
—
65.40
—
—
—
—
—
—
—
2,124,528
$
16,732,648
Period
Balance forward
10/01/19-10/31/19
11/01/19-11/30/19
12/01/19-12/31/19
Total
(1) During the quarter ended December 31, 2019, no shares of NW Holdings common stock were purchased on the open market to meet the
requirements of our Dividend Reinvestment and Direct Stock Purchase Plan. However, 637 shares of NW Holdings common stock were
purchased on the open market to meet the requirements of share-based compensation programs. During the quarter ended December 31,
2019, no shares of NW Holdings common stock were accepted as payment for stock option exercises pursuant to the NW Natural Restated
Stock Option Plan.
(2) During the quarter ended December 31, 2019, no shares of NW Holdings common stock were repurchased pursuant to the NW Holdings
Board of Directors-approved share repurchase program. In May 2019, we received NW Holdings Board of Directors approval to extend the
repurchase program through May 2022. For more information on this program, see Note 5.
31
ITEM 6. SELECTED FINANCIAL DATA
NORTHWEST NATURAL HOLDING COMPANY
SELECTED FINANCIAL DATA
For the year ended December 31,
In thousands, except per share data
2019
2018
2017
2016
2015
Operating revenues
$
746,372
$
706,143
$
755,038
$
668,173
$
717,888
Earnings from continuing operations
65,311
67,311
72,073
62,419
60,026
Loss from discontinued operations, net of tax
Net income (loss)
(3,576)
61,735
(2,742)
64,569
(127,696)
(55,623)
(3,524)
58,895
(6,323)
53,703
Earnings from continuing operations per share
of common stock:
Basic
Diluted
Loss from discontinued operations per share
of common stock:
Basic
Diluted
Earnings (loss) per share of common stock:
Basic
Diluted
Dividends paid per share of common stock
$
$
$
$
2.19
2.19
$
2.34
2.33
$
2.51
2.51
$
2.26
2.25
2.19
2.19
(0.12) $
(0.10) $
(4.45) $
(0.13) $
(0.12)
(0.09)
(4.44)
(0.13)
$
2.07
2.07
1.90
2.24
2.24
1.89
$
(1.94) $
(1.93)
1.88
$
2.13
2.12
1.87
(0.23)
(0.23)
1.96
1.96
1.86
Total assets, end of period
$ 3,428,454
$ 3,242,662
$ 3,039,746
$ 3,079,801
$ 3,069,410
Total equity
Long-term debt
865,999
805,955
762,634
706,247
742,776
683,184
850,497
679,334
780,972
569,445
NORTHWEST NATURAL GAS COMPANY
SELECTED FINANCIAL DATA
For the year ended December 31,
In thousands, except per share data
2019
2018
2017
2016
2015
Operating revenues
$
739,944
$
705,571
$
755,038
$
667,949
$
717,664
Earnings from continuing operations
Loss from discontinued operations, net of tax
Net income (loss)
68,974
—
68,974
68,049
(1,723)
66,326
71,720
(127,343)
(55,623)
62,835
(3,940)
58,895
60,511
(6,808)
53,703
Total assets, end of period
$ 3,321,487
$ 3,192,736
$ 3,043,676
$ 3,081,470
$ 3,072,100
Total equity
Long-term debt
822,196
769,081
715,668
704,134
742,776
683,184
850,497
679,334
780,972
569,445
32
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
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 covers the years ended December 31, 2019, 2018, and 2017 and refers to the
consolidated results 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 the Consolidated Financial Statements in Item 8 of this report.
NW Holdings' direct and indirect wholly-owned subsidiaries include:
• Northwest Natural Gas Company (NW Natural);
Northwest Energy Corporation (Energy Corp);
NWN Gas Reserves LLC (NWN Gas Reserves);
• NW Natural Energy, LLC (NWN Energy);
NW Natural Gas Storage, LLC (NWN Gas Storage);
Gill Ranch Storage, LLC (Gill Ranch), which is presented as a discontinued operation;
• NNG Financial Corporation (NNG Financial);
KB Pipeline Company (KB);
• NW Natural Water Company, LLC (NWN Water);
Falls Water Co., Inc. (Falls Water);
Salmon Valley Water Company;
NW Natural Water of Oregon, LLC (NWN Water of Oregon);
Sunstone Water, LLC;
Sunstone Infrastructure, LLC;
Sunriver Water, LLC (Sunriver Water);
Sunriver Environmental, LLC (Sunriver Environmental)
NW Natural Water of Washington, LLC (NWN Water of Washington);
Cascadia Water, LLC (Cascadia Water);
Cascadia Infrastructure, LLC;
Suncadia Water Company, LLC (Suncadia Water);
Suncadia Environmental Company, LLC (Suncadia Environmental);
NW Natural Water of Idaho, LLC (NWN Water of Idaho);
Gem State Water Company, LLC (Gem State Water);
Gem State Infrastructure, LLC; and
NW Natural Water of Texas, LLC (NWN Water of Texas);
Blue Topaz Water, LLC; and
Blue Topaz Infrastructure, LLC.
On October 1, 2018, we completed a reorganization into a holding company structure. We believe that our holding company
structure is an agile and efficient platform from which to pursue, finance, and oversee new opportunities, such as in the water
sector, while also providing legal separation between regulated natural gas distribution operations and other businesses. In this
reorganization, shareholders of NW Natural (the predecessor publicly held parent company) became shareholders of NW
Holdings, on a one-for-one basis, with the same number of shares and same ownership percentage as they held in NW Natural
immediately prior to the reorganization. NW Natural became a wholly-owned subsidiary of NW Holdings. Additionally, certain
subsidiaries of NW Natural were transferred to NW Holdings. As required under accounting guidance, these subsidiaries are
presented as discontinued operations in the 2018 and 2017 consolidated results of NW Natural within this report.
NW Natural's natural gas distribution activities are reported in the natural gas distribution (NGD) segment. The NGD segment
also includes NWN Gas Reserves, which is a wholly-owned subsidiary of Energy Corp, and the NGD-portion of NW Natural's
Mist storage facility in Oregon. Other activities aggregated and reported as other at NW Natural include the non-NGD storage
activity at Mist as well as asset management services and the appliance retail center operations. Other activities aggregated and
reported as other at NW Holdings include NWN Energy's equity investment in Trail West Holding, LLC (TWH), which is pursuing
the development of a proposed natural gas pipeline through its wholly-owned subsidiary, Trail West Pipeline, LLC (TWP); NNG
Financial's investment in Kelso-Beaver Pipeline (KB Pipeline); and NWN Water, which owns and continues to pursue
investments in the water sector. See Note 4 for further discussion of our business segment and other, as well as our direct and
indirect wholly-owned subsidiaries.
33
In addition, NW Holdings has reported discontinued operations results related to the pending sale of Gill Ranch Storage, LLC
(Gill Ranch). NW Natural Gas Storage, LLC (NWN Gas Storage), currently an indirect wholly-owned subsidiary of NW Holdings,
entered into a Purchase and Sale Agreement during the second quarter of 2018 that provides for the sale of all membership
interests in Gill Ranch. Gill Ranch owns a 75% interest in the natural gas storage facility located near Fresno, California known
as the Gill Ranch Gas Storage Facility. Pacific Gas and Electric Company (PG&E) owns the remaining 25% interest in the Gill
Ranch Gas Storage Facility. For more information, see "Results of Operations - Pending Sale of Gill Ranch Storage" below.
NON-GAAP FINANCIAL MEASURES. In addition to presenting the results of operations and earnings amounts in total, certain
financial measures are expressed in cents per share or exclude the effects of certain items, which are non-GAAP financial
measures. We present net income or loss and earnings or loss per share adjusted for certain items along with the U.S. GAAP
financial measures to illustrate their magnitude on ongoing business and operational results. Although the excluded amounts are
properly included in the determination of net income or loss and earnings or loss per share under U.S. GAAP, we believe the
amount and nature of these items make period to period comparisons of operations difficult or potentially confusing. We use
such non-GAAP financial measures 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. Reconciliations of
the non-GAAP financial measures to their closest U.S. GAAP financial measure used in subsequent sections of Item 7 are
provided below.
34
NW HOLDINGS NON-GAAP RECONCILIATIONS
In millions, except per share data
Net income from continuing operations
Adjustment:
Tax effects of 2017 TCJA remeasurement(1)
Adjusted net income from continuing operations
NGD segment net income from continuing operations
Adjustment:
Tax effects of 2017 TCJA remeasurement(1)
Adjusted NGD segment net income from continuing
operations
Other net income from continuing operations
Adjustment:
Tax effects of 2017 TCJA remeasurement(1)
Adjusted other net income from continuing operations
NW NATURAL NON-GAAP RECONCILIATIONS
In millions
Net income from continuing operations
Adjustment:
Tax effects of 2017 TCJA remeasurement(1)
Adjusted net income from continuing operations
NGD segment net income from continuing operations
Adjustment:
Tax effects of 2017 TCJA remeasurement(1)
Adjusted NGD segment net income from continuing
operations
Other net income from continuing operations
Adjustment:
Tax effects of 2017 TCJA remeasurement(1)
Adjusted other net income from continuing operations
Note: Totals may not foot due to rounding.
2019
2018
2017
Amount
65.3
$
Per
Share
$
2.19
Amount
67.3
$
Per
Share
$
2.33
Amount
72.1
$
Per
Share
$
2.51
—
65.3
60.8
—
60.8
4.5
—
4.5
$
$
$
$
$
—
2.19
2.04
—
2.04
0.15
—
0.15
$
$
$
$
$
—
67.3
57.5
—
57.5
9.8
—
9.8
$
$
$
$
$
—
2.33
1.99
—
1.99
0.34
—
0.34
$
$
$
$
$
(3.4)
68.7
60.5
1.0
61.5
11.6
(4.4)
7.2
$
$
$
$
$
(0.12)
2.39
2.10
0.03
2.13
0.41
(0.15)
0.26
2019
Amount
2018
Amount
2017
Amount
69.0
$
68.0
$
—
69.0
60.8
—
60.8
8.1
—
8.1
$
$
$
$
$
—
68.0
57.5
—
57.5
10.6
—
10.6
$
$
$
$
$
71.7
(3.0)
68.7
60.5
1.0
61.5
11.2
(4.0)
7.2
$
$
$
$
$
$
$
$
$
$
$
(1) Non-cash TCJA benefit (expense) associated with continuing operations of $3.4 million was recorded in income tax expense (benefit) in the
fourth quarter of 2017 as a result of the federal tax rate changing from 35% to 21% effective December 22, 2017. The majority of this benefit
was recorded at NW Natural. NW Holdings EPS amounts are calculated using diluted shares of 28.8 million as shown on the NW Holdings
Consolidated Statements of Comprehensive Income. The TCJA impacts in the NGD segment and other may not correlate exactly to the
consolidated amount due to rounding. See Note 11 for additional information on the TCJA.
35
EXECUTIVE SUMMARY
We manage our business and strategic initiatives with a long-term view of providing service safely and reliably to our customers,
working with regulators on key policy initiatives, and remaining focused on growing our businesses. See "2020 Outlook" below
for more information. Highlights for the year include:
•
•
•
•
added nearly 12,500 natural gas customers in 2019 for an annual growth rate of 1.7% at December 31, 2019;
invested $219.9 million in NGD's infrastructure and facilities for growth, reliability, and technology upgrades;
completed construction of the North Mist gas storage facility and commenced storage services in May 2019;
scored first in the nation among large gas utilities in the 2019 J.D. Power Gas Utility Residential Customer Satisfaction
Study;
concluded the Washington general rate case with a $5.1 million increase in revenue requirement;
filed a general rate case in Oregon requesting a $71.4 million revenue requirement increase;
continued acquiring water utilities, closing the largest transaction to date with the purchase of the water and wastewater
utilities in Sunriver, Oregon in May 2019; and
delivered increasing dividends for the 64th consecutive year to shareholders.
•
•
•
•
Key financial highlights for NW Holdings include:
In millions, except per share data
Amount Per Share
Amount Per Share
Amount Per Share
2019
2018
2017
Net income from continuing operations
Loss from discontinued operations, net of tax
Consolidated net income (loss)
Adjusted net income from continuing operations(1)
Natural gas distribution margin
Key financial highlights for NW Natural include:
In millions, except per share data
Net income from continuing operations
Loss from discontinued operations, net of tax
$
$
$
65.3 $
2.19
$
67.3 $
2.33
$
72.1 $
2.51
(3.6)
(0.12)
(2.7)
(0.09)
(127.7)
(4.44)
61.7 $
2.07
$
64.6 $
2.24
$
(55.6) $
(1.93)
65.3
422.7
2.19
67.3
383.7
2.33
68.7
392.6
2.39
2019
Amount
2018
Amount
2017
Amount
69.0
$
—
68.0
$
(1.7)
71.7
(127.3)
Consolidated net income (loss)
Adjusted net income from continuing operations(1)
68.7
(1) See the Non-GAAP Reconciliations table at the beginning of Item 7 for a reconciliation of this non-GAAP financial measure to its closest U.S.
(55.6)
66.3
69.0
68.0
69.0
$
$
$
GAAP financial measure.
2019 COMPARED TO 2018. NW Holdings' net income from continuing operations decreased $2.0 million and NW Natural's net
income from continuing operations increased $1.0 million.
In March 2019, the OPUC issued an order resolving the remaining open items from NW Natural's 2018 Oregon general rate case
regarding recovery of the pension balancing account and treatment of the benefits associated with the TCJA. As a result of the
order, in the first quarter of 2019, NW Natural recorded a disallowance and several benefits and expenses through the
consolidated statements of comprehensive income as follows:
Pension balancing account. Approximately $12.5 million in previously deferred pension expenses were recognized of which
approximately $4.6 million was recorded in operations and maintenance expense and $7.9 million was recorded in other income
(expense), net. These charges were offset with a corresponding increase in revenue of $7.1 million and in income tax benefits
of $2.7 million as the order required the offset of certain deferred TCJA benefits against the pension balancing account.
Additional TCJA income tax benefits were realized throughout 2019 to offset the remainder of the $12.5 million charge.
NW Natural also recognized a regulatory pension disallowance of $10.5 million with approximately $3.9 million recognized in
operations and maintenance expense and $6.6 million recognized in other income (expense), net, partially offset by related
discrete income tax benefits of $1.1 million. Lastly, NW Natural realized $3.8 million of deferred regulatory interest accrued on
the pension balancing account.
36
Deferred TCJA benefits and timing variance. In addition, the OPUC ordered the return of approximately $6.3 million of excess
deferred income taxes associated with plant and gas reserves annually beginning April 1, 2019. As a result, NW Natural
recognized approximately $2.0 million in income tax benefits in the first quarter of 2019. Reductions to customer billings
commenced April 1, 2019 and offset these income tax benefits in total by the end of 2019. NW Natural will continue reductions to
customer billings and recognition of deferred income tax benefits in subsequent years until all benefits have been returned.
The increase of $1.0 million at NW Natural was primarily due to the following factors:
•
a $39.0 million increase in NGD segment margin driven by new customer rates from the 2018 Oregon rate case and 2019
Washington rate case, customer growth, and lease revenue from the North Mist storage facility; the remaining increase
primarily relates to $7.1 million in revenues which were offset by pension expenses due to the OPUC order as discussed
above;
a $9.4 million decrease in NGD segment income tax expense primarily due to the income tax implications of the March 2019
OPUC order, of which $5.4 million was offset by pension expenses as discussed above, with the remainder driven by the
return of deferred TCJA benefit credits to customers and lower pretax income in the current period compared to the prior
period; and
a $5.8 million increase in deferred regulatory interest income in other income (expense), net, of which $5.1 million relates to
interest recognized in association with the OPUC order discussed above; offset by
a $34.4 million increase in pension costs within operations and maintenance expense and other income (expense), net, of
which $12.5 million relates to costs which were entirely offset by revenues and income tax benefits as discussed above, and
$10.5 million relates to the regulatory pension disallowance discussed above. In addition, there was an $11.4 million
increase in pension expenses as NW Natural began collecting ongoing pension costs through customer rates on November
1, 2018 and began collecting deferred pension costs through customer rates on April 1, 2019 rather than deferring a portion
to the balancing account;
a $5.4 million increase in depreciation and amortization primarily due to additional capital expenditures;
a $5.4 million decrease in non-NGD segment operating revenues due to lower asset management revenues and increased
asset management revenue sharing with Oregon customers as a result of the 2018 Oregon rate case;
a $4.6 million increase in NGD segment interest expense due to higher interest on long- and short-term debt balances; and
a $2.9 million increase in NGD segment operations and maintenance expenses primarily attributable to annual employee
cost increases.
•
•
•
•
•
•
•
The decrease of $2.0 million at NW Holdings was primarily driven by increases in professional service costs and expenses
associated with developing the water business, partially offset by the increase of $1.0 million at NW Natural.
2018 COMPARED TO 2017. NW Holdings' and NW Natural's net income from continuing operations were $67.3 million and $68.0
million, respectively, in 2018 compared to $72.1 million and $71.7 million, respectively, in 2017. The decrease was primarily due
to the benefit associated with the TCJA deferred income tax remeasurement in 2017.
Excluding the benefit in 2017 associated with the TCJA remeasurement, NW Holdings adjusted net income from continuing
operations decreased $1.4 million. See the Non-GAAP reconciliations at the beginning of Item 7 for additional information. The
decrease was primarily due to the following factors, all of which were driven by activity at NW Natural:
•
an $8.9 million decrease in NGD segment margin primarily due to the deferral of excess revenue associated with the federal
income tax rate decrease as a result of the TCJA;
a $4.3 million increase in operations and maintenance expense driven by general payroll and benefits increases as well as
increases in professional services and contract labor;
a $4.1 million increase in depreciation and amortization primarily due to additional capital expenditures; and
a $3.3 million decrease in other income (expense), net, primarily due to an increase in pension and postretirement benefit
expense, partially offset by an increase in the equity portion of AFUDC; partially offset by
a $20.2 million decrease in income tax expense due to the decrease in the federal income tax rate as a result of the TCJA
and lower pretax earnings.
•
•
•
•
37
2020 OUTLOOK
We expect to make significant progress on our long-term objectives in the coming year. Our natural gas distribution business is
focused on providing safe, reliable, and affordable energy in an environmentally responsible way to better the lives of the public
we serve. Our water and wastewater utility business is committed to reliably providing clean water and safe wastewater services
to the public, while also continuing to grow organically and through acquisitions.
In 2020, we remain focused on the strategic pillars of our business:
•
•
•
•
•
Ensuring safe & reliable service;
Providing superior customer service;
Advancing constructive legislative policies and regulation;
Enabling customer growth; and
Leading in a low-carbon future.
ENSURING SAFE AND RELIABLE SERVICE. Delivering our products safely and reliably to customers is our first priority. At NW
Natural, we remain focused on safety and emergency response through hands-on, scenario-based training for employees, third-
party contractors, and first responders. The reliability, resiliency and safety of our gas system is critical and to this end, we
remain focused on investing in necessary upgrades and replacing key system components. Safety for our gas infrastructure also
includes maintaining and strengthening our cybersecurity defenses, upgrading key technology systems over the next several
years, and preparing for large-scale emergency events, such as seismic hazards. Our water and wastewater utilities are focused
on enhancing their capital expenditure plans to ensure continued safe and reliable service to customers and allow us to readily
prioritize capital investments.
PROVIDING SUPERIOR CUSTOMER EXPERIENCE. We have a legacy of providing excellent customer service and a long-standing
dedication to continuous improvement, which has resulted in NW Natural consistently receiving high rankings in the J.D. Power
and Associates customer satisfaction studies. In 2020, we intend to strive to enhance our natural gas customers’ experience to
meet their evolving expectations by prioritizing improvements to technology and internal processes, to support our customers’
most frequent interactions and highest value touchpoints.
ADVANCING CONSTRUCTIVE LEGISLATIVE POLICIES AND REGULATION. NW Natural recently worked with lawmakers and the
governor to pass a landmark bill for the State of Oregon Senate Bill 98 is groundbreaking legislation that allows utilities to
procure renewable natural gas for homes and businesses. While currently in regulatory rulemaking, NW Natural has been
pursuing potential renewable natural gas supplies and expects to begin procuring it for customers in 2020. This year, NW Natural
plans to submit an integrated resource plan to both the Oregon and Washington Commissions outlining our key long-term capital
projects and resource plans for conventional and renewable natural gas. NW Natural will also continue working with the EPA and
other stakeholders on an environmentally protective and cost-effective clean-up for the Portland Harbor Superfund Site. For our
water utilities, we are focused on building relationships with our current and prospective regulators, pursuing efficient approval
processes for acquisitions, and engaging in constructive regulatory proceedings.
ENABLING CUSTOMER GROWTH. Natural gas is the preferred energy choice in our service territory given its efficient, affordable,
and reliable qualities. We are focused on leveraging these key attributes to capitalize on our region's strong economic growth.
We continue to grow our market share in the residential sector and capture new commercial customers as well as multifamily
developments. At NW Natural Water, we continue to be focused on supporting the fast-growing communities we currently serve
and continuing our disciplined acquisition strategy.
LEADING IN A LOW-CARBON FUTURE. We are deeply committed to a clean energy future and environmental stewardship. It's why
NW Natural launched a low-carbon initiative to reduce emissions in the communities we serve by leveraging our modern natural
gas pipeline system in new ways, working closely with customers, policymakers and regulators, and embracing cutting-edge
technology. In 2020, we will continue to execute on our RNG strategy with plans to procure RNG for our customers as prescribed
under Oregon Senate Bill 98, execute on our RNG interconnection projects, and develop voluntary renewable product offerings
for our customers. A study commissioned with a premier environmental consultant has concluded that natural gas can help
achieve crucial emission reductions of 80% by 2050. NW Natural intends to strive to help its customers reduce and offset their
consumption, support the development of RNG, and explore other innovative solutions to lower the carbon intensity of natural
gas, such as power to gas. We also intend to leverage technology and relationships to examine ways to reduce emissions
across the entire value chain from suppliers to end-use heating appliances.
38
DIVIDENDS
NW Holdings dividend highlights include:
Per common share
Dividends paid
2019
2018
2017
$
1.9025
$
1.8925
$
1.8825
In January 2020, the NW Holdings' Board of Directors declared a quarterly dividend on NW Holdings common stock of $0.4775
per share, payable on February 14, 2020, to shareholders of record on January 31, 2020, reflecting an indicated annual dividend
rate of $1.91 per share.
See "Financial Condition - Liquidity and Capital Resources" for more information regarding the NW Holdings and NW Natural
dividend policies and regulatory conditions on NW Natural dividends to its parent, NW Holdings.
RESULTS OF OPERATIONS
Regulatory Matters
Regulation and Rates
NATURAL GAS DISTRIBUTION. NW Natural's natural gas distribution business is subject to regulation by the OPUC and WUTC
with respect to, among other matters, rates and terms of service, systems of accounts, and issuances of securities by NW
Natural. In 2019, approximately 89% of NGD customers were located in Oregon, with the remaining 11% in Washington.
Earnings and cash flows from natural gas distribution operations are largely determined by rates set in general rate cases and
other proceedings in Oregon and Washington. They are also affected by weather, the local economies in Oregon and
Washington, the pace of customer growth in the residential, commercial, and industrial markets, and NW Natural's ability to
remain price competitive, control expenses, and obtain reasonable and timely regulatory recovery of its natural gas distribution-
related costs, including operating expenses and investment costs in plant and other regulatory assets. See "Most Recent
Completed Rate Cases" below.
MIST INTERSTATE GAS STORAGE. NW Natural's interstate storage activity at Mist is subject to regulation by the OPUC, WUTC,
and the Federal Energy Regulatory Commission (FERC) with respect to, among other matters, rates and terms of service. The
OPUC also regulates the intrastate storage services at Mist, while FERC regulates the interstate storage services at Mist. The
FERC uses a maximum cost of service model which allows for gas storage prices to be set at or below the cost of service as
approved by the agency in NW Natural's last regulatory filing. The OPUC Schedule 80 rates are tied to the FERC rates, and are
updated whenever NW Natural modifies FERC maximum rates.
OTHER. In June 2018, NWN Gas Storage, a wholly-owned subsidiary of NW Holdings, entered into a Purchase and Sale
Agreement for the sale of all of its ownership interests in Gill Ranch, a natural gas storage facility located near Fresno, California.
The sale was approved by the CPUC in December 2019. The wholly owned rate regulated water businesses of NWN Water, a
wholly owned subsidiary of NW Holdings, are subject to regulation by the utility commissions in the states in which they are
located, which currently include Oregon, Washington, and Idaho, and is expected to include Texas.
Most Recent Completed Rate Cases
OREGON. Effective November 1, 2018, the OPUC authorized rates to customers based on an ROE of 9.4%, an overall return of
7.317%, and a capital structure of 50% common equity and 50% long-term debt. In March 2019, the OPUC issued an order
resolving the remaining matters of the rate case regarding recovery of NW Natural's pension balancing account and the return of
tax reform benefits to customers. For additional information, see "Rate Mechanisms - Pension Cost Deferral and Pension
Balancing Account" and "Rate Mechanisms - Tax Reform Deferral" below.
On December 30, 2019, NW Natural filed a general rate case in Oregon. For more information, see "Regulatory Proceeding
Updates - 2020 Oregon Rate Case" below.
WASHINGTON. Effective January 1, 2009, through October 31, 2019, the WUTC authorized rates to customers based on an ROE
of 10.1% and an overall rate of return of 8.4% with a capital structure of 51% common equity, 5% short-term debt, and 44% long-
term debt.
Effective November 1, 2019, the WUTC authorized rates to customers based on an ROE of 9.4% and an overall rate of return of
7.161% with a capital structure of 50.0% long-term debt, 1.0% short-term debt, and 49.0% common equity. The WUTC also
authorized the recovery of environmental remediation expenses allocable to Washington customers through an Environmental
Cost Recovery Mechanism (ECRM) and directed NW Natural to provide federal tax reform benefits to customers. See "Rate
Mechanisms - Environmental Cost Deferral and Recovery - Washington ECRM" and "Rate Mechanisms -Tax Reform Deferral"
below.
39
FERC. NW Natural is required under its Mist interstate storage certificate authority and rate approval orders to file every five
years either a petition for rate approval or a cost and revenue study to change or justify maintaining the existing rates for its
interstate storage services. On October 12, 2018, NW Natural filed a rate petition with FERC for revised maximum cost-based
rates, which incorporated the new federal corporate income tax rate. The revised rates were effective beginning November 1,
2018.
NW Natural continuously evaluates the need for rate cases in its jurisdictions. See "Regulatory Proceeding Updates—Oregon
Rate Case" below.
Rate Mechanisms
During 2019, NW Natural's key approved rates and recovery mechanisms for each service area included:
Authorized Rate Structure:
ROE
ROR
Debt/Equity Ratio
Key Regulatory Mechanisms:
PGA
Gas Cost Incentive Sharing
Decoupling
WARM
Environmental Cost Recovery
Interstate Storage and Asset Management Sharing
Oregon
Washington
2018 Rate Case
2009 Rate Case
2019 Rate Case
(effective 11/1/2019)
9.4%
7.3%
50%/50%
10.1%
8.4%
49%/51%
9.4%
7.2%
51%/49%
X
X
X
X
X
X
X
X
X
X
X
Annually, or more often if circumstances warrant, NW Natural reviews all regulatory assets for recoverability. If NW Natural
should determine all or a portion of these regulatory assets no longer meet the criteria for continued application of regulatory
accounting, then NW Natural would be required to write-off the net unrecoverable balances against earnings in the period such a
determination was made.
PURCHASED GAS ADJUSTMENT. Rate changes are established for NW Natural each year under PGA mechanisms in Oregon
and Washington to reflect changes in the expected cost of natural gas commodity purchases. The PGA filings include gas costs
under spot purchases as well as contract supplies, gas costs hedged with financial derivatives, gas costs from the withdrawal of
storage inventories, the production of gas reserves, interstate pipeline demand costs, temporary rate adjustments, which
amortize balances of deferred regulatory accounts, and the removal of temporary rate adjustments effective for the previous
year.
Typically, 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. NW Natural entered the 2019-20 gas year with its forecasted sales
volumes hedged at 52% in financial swap and option contracts, including hedging of 56% in Oregon and 24% in Washington,
and 19% in physical gas supplies, including hedging of 20% in Oregon and 14% in Washington.
As of December 31, 2019, NW Natural was hedged at approximately 71% for the 2019-20 gas year, and was hedged in Oregon
at approximately 75% and Washington at approximately 38%. NW Natural is also hedged between 1% and 29% for annual
requirements over the subsequent five gas years, which consists of between 2% and 31% in Oregon and between 0% and 15%
in Washington. 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.
In September 2019, NW Natural filed its annual PGA and received OPUC and WUTC approval in October 2019. PGA rate
changes were effective November 1, 2019. Rates and hedging approaches may vary between states due to different rate
structures and mechanisms. In addition, as required with the Washington PGA filing, NW Natural incorporated and began
implementing risk-responsive hedging strategies for the 2019-20 PGA for its Washington gas supplies.
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
40
and estimated gas costs, respectively. For the 2018-19 and 2019-20 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.
EARNINGS TEST REVIEW. NW Natural is subject to an annual earnings review in Oregon to determine if the NGD business is
earning above its authorized ROE threshold. If NGD business earnings exceed a specific ROE level, then 33% of the amount
above that level is required to be deferred or refunded to customers. Under this provision, if NW Natural selects the 80% deferral
gas cost option, then NW Natural retains all earnings up to 150 basis points above the currently authorized ROE. If NW Natural
selects the 90% deferral option, then it retains all earnings up to 100 basis points above the currently authorized ROE. For the
2018-19 and 2019-20 gas years, it selected the 90% deferral option. The ROE threshold is subject to adjustment annually based
on movements in short-term interest rates. For calendar years 2017, 2018, and 2019, the ROE threshold was 10.66%, 10.48%,
and 10.24%, respectively. There were no refunds required for 2017 and 2018. NW Natural does not expect a refund for 2019
based on results, and anticipates filing its 2019 earnings test in May 2020.
GAS RESERVES. In 2011, the OPUC approved the Encana gas reserves transaction to provide long-term gas price protection for
NGD business customers and determined costs under the agreement would be recovered on an ongoing basis through the
annual PGA mechanism. Gas produced from NW Natural's interests is sold at then prevailing market prices, and revenues from
such sales, net of associated operating and production costs and amortization, are included in cost of gas. The cost of gas,
including a carrying cost for the rate base investment made under the original agreement, is included in NW Natural's annual
Oregon PGA filing, which allows NW Natural to recover these costs through customer rates. The net investment under the
original agreement earns a rate of return.
In 2014, NW Natural amended the original gas reserves agreement in response to Encana's sale of its interest in the Jonah field
located in Wyoming to Jonah Energy. Under the amended agreement with Jonah Energy, NW Natural has the option to invest in
additional wells on a well-by-well basis with drilling costs and resulting gas volumes shared at the amended proportionate
working interest for each well in which NW Natural invests. Volumes produced from the additional wells drilled after the amended
agreement are included in NW Natural's Oregon PGA at a fixed rate of $0.4725 per therm. NW Natural has not participated in
additional wells since 2014.
DECOUPLING. In Oregon, NW Natural has a decoupling mechanism. Decoupling is intended to break the link between earnings
and the quantity of gas consumed by customers, removing any financial incentive to discourage customers’ efforts to conserve
energy. The Oregon decoupling mechanism was reauthorized and the baseline expected usage per customer was reset in the
2018 Oregon general rate case. This mechanism employs a use-per-customer decoupling calculation, which adjusts margin
revenues to account for the difference between actual and expected customer volumes. The margin adjustment resulting from
differences between actual and expected volumes under the decoupling component is recorded to a deferral account, which is
included in the annual PGA filing.
WARM. In Oregon, NW Natural has an approved weather normalization mechanism, which is applied to residential and
commercial customer bills. This mechanism is designed to help stabilize the collection of fixed costs by adjusting residential and
commercial customer billings based on temperature variances from average weather, with rate decreases when the weather is
colder than average and rate increases when the weather is warmer than average. The mechanism is applied to bills from
December through mid-May of each heating season. The mechanism adjusts the margin component of customers’ rates to
reflect average weather, which uses the 25-year average temperature for each day of the billing period. Daily average
temperatures and 25-year average temperatures are based on a set point temperature of 59 degrees Fahrenheit for residential
customers and 58 degrees Fahrenheit for commercial customers. The collections of any unbilled WARM amounts due to tariff
caps and floors are deferred and earn a carrying charge until collected, or returned, in the PGA the following year. Residential
and commercial customers in Oregon are allowed to opt out of the weather normalization mechanism, and as of December 31,
2019, 8% of total eligible customers had opted out. NW Natural does not have a weather normalization mechanism approved for
residential and commercial Washington customers, which account for about 11% of total customers. See "Business Segment—
Natural Gas Distribution" below.
INDUSTRIAL TARIFFS. The OPUC and WUTC have approved tariffs covering NGD service to major industrial customers, which
are intended to give NW Natural certainty in the level of gas supplies needed to serve this customer group. The approved terms
include, among other things, an annual election period, special pricing provisions for out-of-cycle changes, and a requirement
that industrial customers complete the term of their service election under NW Natural's annual PGA tariff.
ENVIRONMENTAL COST DEFERRAL AND RECOVERY. NW Natural has authorizations in Oregon and Washington to defer costs
related to remediation of properties that are owned or were previously owned by NW Natural. In Oregon, a Site Remediation and
Recovery Mechanism (SRRM) is currently in place to recover prudently incurred costs allocable to Oregon customers, subject to
an earnings test. On October 21, 2019 the WUTC authorized an Environmental Cost Recovery Mechanism (ECRM) for recovery
of prudently incurred costs allocable to Washington customers beginning November 1, 2019.
41
Oregon SRRM
Under the Oregon SRRM collection process, there are three types of deferred environmental remediation expense:
•
Pre-review - This class of costs represents remediation spend that has not yet been deemed prudent by the OPUC.
Carrying costs on these remediation expenses are recorded at NW Natural's authorized cost of capital. NW Natural
anticipates the prudence review for annual costs and approval of the earnings test prescribed by the OPUC to occur by the
third quarter of the following year.
Post-review - This class of costs represents remediation spend that has been deemed prudent and allowed after applying
the earnings test, but is not yet included in amortization. NW Natural earns a carrying cost on these amounts at a rate equal
to the five-year treasury rate plus 100 basis points.
Amortization - This class of costs represents amounts included in current customer rates for collection and is generally
calculated as one-fifth of the post-review deferred balance. NW Natural earns a carrying cost equal to the amortization rate
determined annually by the OPUC, which approximates a short-term borrowing rate. NW Natural included $5.1 million and
$6.1 million of deferred remediation expense approved by the OPUC for collection during the 2019-20 and 2018-19 PGA
years, respectively.
•
•
In addition, the SRRM also provides for the annual collection of $5.0 million from Oregon customers through a tariff rider. As it
collects amounts from customers, NW Natural recognizes these collections as revenue net of any earnings test adjustments and
separately amortizes an equal and offsetting amount of the deferred regulatory asset balance through the environmental
remediation operating expense line shown separately in the operating expenses section of the Consolidated Statements of
Comprehensive Income (Loss). See Note 18 for more information on our environmental matters.
The SRRM earnings test is an annual review of adjusted NGD ROE compared to authorized NGD ROE. For 2018, the first ten
months were weighted at 9.5% and the last two months at 9.4%, reflecting the ROE change from NW Natural's most recent rate
case effective November 1, 2018. To apply the earnings test NW Natural must first determine what if any costs are subject to the
test through the following calculation:
Annual spend
Less: $5.0 million base rate rider
Prior year carry-over(1)
$5.0 million insurance + interest on insurance
Total deferred annual spend subject to earnings test
Less: over-earnings adjustment, if any
Add: deferred interest on annual spend(2)
Total amount transferred to post-review
(1) Prior year carry-over results when the prior year amount transferred to post-review is negative. The negative amount is carried over to offset
annual spend in the following year.
(2) Deferred interest is added to annual spend to the extent the spend is recoverable.
To the extent the NGD business earns at or below its authorized ROE as defined in the SRRM, the total amount transferred to
post-review is recoverable through the SRRM. To the extent more than authorized ROE is earned in a year, the amount
transferred to post-review would be reduced by those earnings that exceed its authorized ROE.
For 2019, NW Natural has performed this test, which is anticipated to be submitted to the OPUC in May 2020. No earnings test
adjustment is expected for 2019.
Washington ECRM
The ECRM established by the WUTC order on October 21, 2019 permits NW Natural’s recovery of environmental remediation
expenses allocable to Washington customers. These expenses represent 3.32 percent of costs associated with remediation of
sites that historically served both Oregon and Washington customers. The order allows for recovery of past deferred and future
prudently incurred remediation costs allocable to Washington through application of insurance proceeds and collections from
customers. Prudently incurred costs that were deferred from the initial deferral authorization in February 2011 through June 2019
are to be fully offset with insurance proceeds, with any remaining insurance proceeds to be amortized over a 10.5 year period.
On an annual basis NW Natural will file for a prudence determination and a request to recover remediation expenditures in
excess of insurance amortizations in the following year's customer rates. After insurance proceeds are fully amortized, if in a
particular year the request to collect deferred amounts exceeds one percent of Washington normalized revenues, then the
excess will be collected over three years with interest.
The WUTC order also disallowed approximately $1.5 million of deferred environmental remediation expenses. NW Natural
recognized an after-tax charge of approximately $1.1 million in the fourth quarter of 2019 as a result of this order.
PENSION COST DEFERRAL AND PENSION BALANCING ACCOUNT. From 2011 through October 2018, the OPUC authorized a
regulatory mechanism in which NW Natural deferred annual pension expenses above the amount set in rates, with recovery of
these deferred amounts through the implementation of a balancing account, which included the expectation of higher and lower
42
pension expenses in future years. During this period the mechanism permitted NW Natural to accrue interest on the account
balance at the NGD business' authorized rate of return. The OPUC ordered the freezing of the account in October 2018 with
pension expenses to be recovered through rates beginning November 1, 2018.
In March 2019 the OPUC issued an order (Pension Order) directing the means by which the account would be recovered. As a
result, the following items were recorded in the first quarter of 2019:
•
Applied $7.1 million of TCJA benefits deferred from January 1, 2018 to October 31, 2018, as a reduction against the pension
balancing account;
• Credited to customers' benefit $5.4 million of deferred income taxes as a reduction against the pension balancing account;
• Reduced the amount of the frozen balancing account by an additional $10.5 million; and
• Reduced the interest rate on the pension balancing account from NW Natural's authorized rate of return of 7.317% to 4.3%.
The items above resulted in the recovery of $12.5 million of deferred pension expenses by applying deferred tax benefits against
the pension balancing account. Recognition of these items resulted in higher operations and maintenance expense and other
income (expense), net with offsetting benefits recognized in operating revenues and income tax expense. Additional pension
expenses of $10.5 million from the regulatory disallowance were also recognized in operations and maintenance expense and
other income (expense), net. Deferred regulatory interest income of $3.8 million was also realized in other income (expense),
net.
Commencing April 1, 2019, the OPUC also authorized the collection of the remainder of the pension balancing account over ten
years in a customer tariff of $7.3 million per year. Pension expense deferrals, excluding interest, were $10.3 million and $6.5
million in 2018 and 2017, respectively. Deferred pension expense recoveries, inclusive of the applications of deferred TCJA
benefits described above, were $16.8 million in 2019.
TAX REFORM DEFERRAL. In December 2017, NW Natural filed applications with the OPUC and WUTC to defer the overall net
benefit associated with the TCJA that was enacted on December 22, 2017.
In February 2019, NW Natural and the other parties to the 2018 Oregon rate case agreed upon terms by which the deferred
benefits would be returned to customers via a joint stipulation filed with the OPUC. In March 2019, the OPUC approved the
terms in their entirety as follows:
•
Applied $7.1 million of TCJA benefits deferred from January 1, 2018 to October 31, 2018, as a reduction against the pension
balancing account;
• Credited to customers' benefit $5.4 million of deferred income taxes as a reduction against the pension balancing account;
Commencing April 1, 2019, the OPUC also ordered the following:
•
Provide an annual credit to base rates of $3.4 million for excess deferred income taxes to all customers, subject to the
average rate assumption method;
Provide an additional annual credit of $3.0 million to sales service customers for five years;
An increase in rate base of $15.4 million, and corresponding increase to revenue requirement of $1.4 million.
•
•
If NW Natural files a general rate case within five years of the date of the Pension Order, this revenue requirement may be
adjusted as part of that general rate case.
On October 21, 2019 the WUTC issued an order dictating the means by which deferred tax reform benefits would be returned to
customers beginning November 1, 2019. The order directs NW Natural to provide customers with a rate reduction of $2.1 million
over one year to reflect the benefit of the lower federal corporate income tax rate accumulating from January 1, 2018 through
October 31, 2019, and provides an additional annual rate reduction initially set at approximately $0.5 million to reflect a benefit
from the remeasurement of deferred tax liabilities of approximately $15.0 million.
INTERSTATE STORAGE AND ASSET MANAGEMENT SHARING. On an annual basis, NW Natural credits amounts to Oregon and
Washington customers as part of a regulatory incentive sharing mechanism related to net revenues earned from Mist gas
storage and asset management activities. Generally, amounts are credited to Oregon customers in June, while credits are given
to customers in Washington as reductions in rates through the annual PGA filing in November. In November 2018, the
percentage of net revenues shared with Oregon customers increased from 67% to 90% as a result of the 2018 Oregon general
rate case.
The following table presents the credits to NGD customers:
In millions
Oregon
Washington
2019
2018
2017
$
$
16.3
1.2
$
11.7
1.0
11.7
1.0
43
HOLDING COMPANY REORGANIZATION. On October 1, 2018, we completed the reorganization to a holding company structure.
There are a number of conditions under the agreement with the OPUC and the WUTC related to the formation of a holding
company structure. One of the conditions is that, for three years following formation of the holding company, NW Natural will be
required to provide an annual $500,000 credit to Oregon customers and a $55,000 credit to Washington customers. The first and
second year credits to both Oregon and Washington customers were given in conjunction with the 2018-19 and 2019-20 PGA
filings with the rate adjustments commencing on November 1, 2018 and 2019, respectively.
Regulatory Proceeding Updates
During 2019, NW Natural was involved in the regulatory activities discussed below.
WATER UTILITIES. In 2019, NW Holdings, through its water subsidiaries, continued implementation of its growth strategy and
entered into the following agreements which required regulatory approval:
•
Sunriver Water, LLC and Sunriver Environmental, LLC — NWN Water of Oregon received regulatory approval from the
OPUC for the Sunriver Water acquisition in April 2019. Sunriver Environmental is not under the OPUC's jurisdiction. The
transaction closed in May 2019.
Estates Water Systems Inc. and Monterra Inc. — Cascadia Water received regulatory approval from the WUTC for these
Sequim, Washington acquisitions in April 2019. The transaction closed in May 2019.
Spirit Lake East Water Company and Lynnwood Water — Gem State Water received regulatory approval from the IPUC
for these Coeur d'Alene, Idaho acquisitions in July 2019. The transaction closed in July 2019.
Suncadia Water Company, LLC and Suncadia Environmental, LLC — NWN Water of Washington received regulatory
approval for the purchase of Suncadia Water in January 2020. Suncadia Environmental is not subject to the WUTC's
jurisdiction. The transaction closed in January 2020. See Note 20 for additional information.
T&W Water Service Company — NWN Water of Texas received regulatory approval from the Public Utility Commission of
Texas for the T&W Water Service Company acquisition in February 2020. We expect the transaction to close in 2020.
•
•
•
•
INTEGRATED RESOURCE PLAN (IRP). NW Natural files a full IRP biennially for Oregon and Washington with the OPUC and
WUTC, respectively. NW Natural filed its 2018 Oregon and Washington IRPs in August 2018, and received both a letter of
compliance from the WUTC and acknowledgment by the OPUC in February 2019. The IRP included analysis of different growth
scenarios and corresponding resource acquisition strategies. This analysis is needed to develop supply and demand resource
requirements, consider uncertainties in the planning process, and to establish a plan for providing reliable and low cost natural
gas service.
RENEWABLE NATURAL GAS. On June 19, 2019, the Oregon legislature passed Senate Bill 98 (SB98), which enables natural gas
utilities to procure or develop renewable natural gas (RNG) on behalf of their Oregon customers. RNG is produced from organic
materials like food, agricultural and forestry waste, wastewater, or landfills. Methane is captured from these organic materials as
they decompose and is conditioned to pipeline quality, so it can be added into the existing natural gas system, reducing net
greenhouse gas emissions.
SB98 outlines the following parameters for the RNG program including: setting out broad targets for gas utilities that allow for the
purchase of RNG from third parties such that 30% of the gas distributed to retail customers is RNG by 2050; allowing gas utilities
to invest in RNG infrastructure for the production, processing, pipeline interconnection and distribution of RNG to their
customers; and creating a limit of 5% of a utility's revenue requirement that can be used to cover the incremental cost of RNG to
protect utilities and ratepayers from increased costs as the RNG market develops.
The bill was signed into law by the governor in July 2019. The OPUC opened a docket in August to begin the rulemaking process
for the bill, which is expected to conclude with the OPUC adopting rules by July 31, 2020.
CORPORATE ACTIVITY TAX. In 2019, the State of Oregon enacted a Corporate Activity Tax (CAT) that is applicable to all
businesses with annual Oregon gross revenue in excess of $1 million. The CAT is in addition to the state's corporate income tax
and imposes a 0.57% tax on certain Oregon gross receipts less a reduction for a portion of cost of goods sold or labor. The CAT
legislation became effective September 29, 2019 and applies to calendar years beginning January 1, 2020. On December 23,
2019, NW Natural filed an application with the OPUC to allow us to defer this additional expense, with recovery of these deferred
amounts to be determined through future rate case proceedings.
2020 OREGON RATE CASE. On December 30, 2019, NW Natural filed a request for a general rate increase with the OPUC.
The filing includes a requested $71.4 million annual revenue requirement increase based upon the following assumptions or
requests:
• Capital structure of 50% debt and 50% equity;
• Return on equity of 10.0%;
• Cost of capital of 7.298%;
•
Average rate base of $1.47 billion.
44
The filing includes an increase in average rate base of $269.9 million compared to the last rate case due to the following items:
•
Investments supporting customer growth and reliability for the distribution system as well as for operating resiliency;
• Replacing key components of our Mist storage facility, which provides service during the peak winter months; and
• Upgrading technology including cybersecurity and critical customer interfacing systems.
NW Natural’s filing will be reviewed by the OPUC and other stakeholders. The process is anticipated to take up to 10 months
with new rates expected to take effect November 1, 2020.
Business Segment - Natural Gas Distribution (NGD)
NGD results are primarily affected by customer growth, revenues from rate-base additions, and, to a certain extent, by changes
in delivered volumes due to weather and customers’ gas usage patterns. In Oregon, NW Natural has a conservation tariff (also
called the decoupling mechanism), which adjusts margin up or down each month through a deferred regulatory accounting
adjustment designed to offset changes resulting from increases or decreases in average use by residential and commercial
customers. NW Natural also has a weather normalization tariff in Oregon, WARM, which adjusts customer bills up or down to
offset changes in margin resulting from above- or below-average temperatures during the winter heating season. Residential and
commercial customers in Oregon are allowed to opt out of the weather normalization mechanism, and as of December 31, 2019,
8% of total eligible customers had opted out. NW Natural does not have a weather normalization mechanism approved for
residential and commercial Washington customers, which account for about 11% of total customers. The decoupling and WARM
mechanisms are designed to reduce, but not eliminate, the volatility of customer bills and natural gas distribution earnings. See
"Regulatory Matters—Rate Mechanisms" above.
The NGD business is seasonal in nature due to higher gas usage by residential and commercial customers during the cold
winter heating months. Other categories of customers experience seasonality in their usage but to a lesser extent. Seasonality
affects the comparability of the results of operations of the NGD business across quarters but not across years.
NGD segment highlights include:
Dollars and therms in millions, except EPS data
60.5
NGD net income
Adjusted NGD net income(1)
61.5
2.10
EPS - NGD segment
Adjusted EPS - NGD segment(1)
2.13
1,240
Gas sold and delivered (in therms)
NGD margin(2)
392.6
(1) See the Non-GAAP Reconciliations table at the beginning of Item 7 for a reconciliation of this non-GAAP financial measure to its closest U.S.
57.5
57.5
1.99
1.99
1,128
383.7
60.8
60.8
2.04
2.04
1,215
422.7
$
$
$
$
$
$
2017
2019
2018
GAAP financial measure.
(2) See Natural Gas Distribution Margin Table below for additional detail.
2019 COMPARED TO 2018. NGD net income was $60.8 million in 2019 compared to $57.5 million in 2018. The primary factors
contributing to the increase in NGD net income were as follows:
a $39.0 million increase in NGD margin primarily due to:
•
a $16.2 million increase due to new customer rates from the 2018 Oregon rate case and 2019 Washington rate case;
a $6.1 million increase from customer growth;
an $11.8 million increase from revenue generated from NW Natural's North Mist storage contract which commenced
service in May 2019 and is included within other regulated services within NGD margin;
a $7.1 million increase due to revenues recognized in association with recoveries of NW Natural's pension balancing
account, which are entirely offset by pension expenses within operations and maintenance and other income (expense),
net; and
a $3.7 million increase driven by colder than average weather in the first quarter of 2019 coupled with higher fee
revenues from interruptible customers as a result of system restrictions; partially offset by
a $3.2 million decrease due to an adjustment to the tax reform deferral estimate in 2018; and
a $1.5 million decrease due to a regulatory disallowance of deferred environmental expenditures as a result of the 2019
Washington rate case.
•
•
a $9.4 million decrease in income tax expense primarily due to the income tax implications of the March 2019 OPUC order,
of which $5.4 million was offset by pension expenses as discussed above, with the remainder driven by the return of
deferred TCJA benefit credits to customers and lower pretax income in the current period compared to the prior period; and
a $5.8 million increase in deferred regulatory interest income in other income (expense), net, of which $5.1 million relates to
interest recognized in association with the OPUC order discussed above.
The increases were partially offset by:
•
a $34.4 million increase in pension costs within operations and maintenance expense and other income (expense), net, of
which $12.5 million relates to costs which were entirely offset by revenues and income tax benefits in the March 2019 OPUC
order, and $10.5 million relates to the regulatory pension disallowance included in the March 2019 OPUC order. In addition,
there was a $11.4 million increase in pension expenses as NW Natural began collecting ongoing pension costs through
45
customer rates on November 1, 2018 and began collecting deferred pension costs through customer rates on April 1, 2019
rather than deferring a portion to the balancing account;
a $5.7 million increase in depreciation expense due to NGD plant additions;
a $4.6 million increase in interest expense driven by $2.3 million higher interest on long term debt, $1.2 million lower AFUDC
debt interest income, and $0.9 million higher commercial paper and line of credit interest;
a $3.3 million decrease in AFUDC equity interest; and
a $2.9 million increase in NGD segment operations and maintenance expenses primarily attributable to annual employee
cost increases.
•
•
•
•
Total natural gas sold and delivered in 2019 increased 8% over 2018 primarily due to the impact of weather that was average in
the current period compared to weather that was 15% warmer than average in the prior period.
2018 COMPARED TO 2017. NGD net income was $57.5 million in 2018 compared to $60.5 million in 2017. NGD net income in
2017 includes a $1.0 million loss from the remeasurement of deferred income tax balances due to the enactment of the TCJA.
Excluding this item, adjusted NGD net income decreased $4.0 million, or $0.14 per share. See the NW Holdings Non-GAAP
Reconciliations at the beginning of Item 7 for additional information.
The primary factors contributing to the decrease in adjusted NGD net income were as follows:
•
a $8.9 million decrease in NGD margin primarily due to:
a $7.9 million decrease due to revenues collected and deferred in association with the TCJA; partially offset by
a $4.8 million increase from customer growth; and
the majority of the remaining decrease was due to the effects of warmer than average weather in 2018 compared to
colder than average weather in 2017, partially offset by higher rates from the 2018 Oregon general rate case effective
November 1, 2018.
•
•
•
•
a $6.0 million increase in operations and maintenance expense driven largely from payroll and benefits due to increased
headcount, general salary increases, and increased professional services and contract labor expense;
a $4.2 million decrease in other income (expense), net, primarily due to increases in pension non-service component costs,
partially offset by increases in the equity portion of AFUDC in 2018; and
a $4.0 million increase in depreciation expense primarily due to additional capital expenditures; partially offset by
a $20.0 million decrease in income tax expense primarily due to the reduction in the federal statutory tax rate from the TCJA
and lower pretax income.
Total natural gas sold and delivered in 2018 decreased 9% over 2017 primarily due to the impact of weather that was 26%
warmer than the prior period and 15% warmer than average.
46
NATURAL GAS DISTRIBUTION MARGIN TABLE. The following table summarizes the composition of NGD gas volumes, revenues,
and cost of sales:
In thousands, except degree day and customer data
2019
2018
2017
2019 vs. 2018
2018 vs. 2017
NGD volumes (therms):
Residential and commercial sales
Industrial sales and transportation
734,347
480,807
661,163
467,040
740,369
499,924
Total NGD volumes sold and delivered
1,215,154
1,128,203
1,240,293
Operating revenues:
73,184
13,767
86,951
(79,206)
(32,884)
(112,090)
Residential and commercial sales
$
638,884
$
621,782
$
684,214
$
17,102
$
(62,432)
Favorable (Unfavorable)
Industrial sales and transportation
Other distribution revenues
Other regulated services
Less: Revenue taxes(1)
Total operating revenues
Less: Cost of gas
Less: Environmental remediation expense
Less: Revenue taxes(1)
NGD margin
Margin(2)
Residential and commercial sales
Industrial sales and transportation
Miscellaneous revenues
Gain (loss) from gas cost incentive sharing
Other margin adjustments(3)
Distribution margin
Other regulated services
NGD margin
Degree days(4)
Average(5)
Actual
56,553
13,035
12,056
—
720,528
255,135
12,337
30,325
422,731
366,974
31,985
4,671
(1,299)
8,350
410,681
12,050
58,713
(109)
262
—
680,648
255,743
11,127
30,082
383,696
352,710
30,817
5,542
(27)
(5,608)
$
$
$
$
63,925
3,872
—
19,069
732,942
325,019
15,291
—
392,632
355,736
31,847
3,865
1,237
(53)
$
$
383,434
392,632
262
—
$
$
(2,160)
13,144
11,794
—
39,880
608
(1,210)
(243)
39,035
14,264
1,168
(871)
(1,272)
13,958
27,247
11,788
$
$
(5,212)
(3,981)
262
(19,069)
(52,294)
69,276
4,164
(30,082)
(8,936)
(3,026)
(1,030)
1,677
(1,264)
(5,555)
(9,198)
262
$
422,731
$
383,696
$
392,632
$
39,035
$
(8,936)
2,710
2,709
2,714
2,313
2,705
3,114
(4)
17%
9
(26)%
Percent colder (warmer) than average weather
— %
(15)%
15%
NGD Meters - end of period:
Residential meters
Commercial meters
Industrial meters
Total number of meters
NGD Meter growth:
Residential meters
Commercial meters
Industrial meters
Total meter growth
(1)
692,012
69,858
1,007
762,877
680,134
69,259
1,028
750,421
668,803
68,050
1,021
737,874
11,878
599
(21)
11,331
1,209
7
12,456
12,547
1.7 %
1.7 %
0.9
(2.0)
1.7
1.8
0.7
1.7
The change in presentation of revenue taxes was a result of the adoption of ASU 2014-09 "Revenue From Contracts with Customers" and
all related amendments on January 1, 2018. This change had no impact on NGD margin results. For additional information, see Note 2.
(2) Amounts reported as margin for each category of meters are operating revenues, which are net of revenue taxes, less cost of gas and
environmental remediation expense.
(3) Other margin adjustments include net revenue recoveries of $6.2 million and revenue deferrals of $7.9 million for the years ended
December 31, 2019 and 2018, respectively, associated with the decline of the U.S. federal corporate income tax rate.
(4) Heating degree days are units of measure reflecting temperature-sensitive consumption of natural gas, calculated by subtracting the
average of a day's high and low temperatures from 59 degrees Fahrenheit.
(5) Average weather represents the 25-year average of heating degree days. Through October 31, 2018, average weather is calculated over
the period 1986 - 2010, as determined in NW Natural's 2012 Oregon general rate case, and beginning November 1, 2018, average weather
is calculated over the period May 31, 1992 through May 30, 2017, as determined in NW Natural's 2018 Oregon general rate case.
47
Residential and Commercial Sales
The primary factors that impact results of operations in the residential and commercial markets are customer growth, seasonal
weather patterns, energy prices, competition from other energy sources, and economic conditions in our service areas. The
impact of weather on margin is significantly reduced through NW Natural's weather normalization mechanism in Oregon;
approximately 82% of NW Natural's total customers are covered under this mechanism. The remaining customers either opt out
of the mechanism or are located in Washington, which does not have a similar mechanism in place. For more information on the
weather mechanism, see "Regulatory Matters—Rate Mechanisms—Weather Normalization Mechanism" above.
NGD residential and commercial sales highlights include:
In millions
Volumes (therms):
Residential sales
Commercial sales
Total volumes
Operating revenues:
Residential sales
Commercial sales
Total operating revenues
Margin:
Residential:
Sales
Alternative revenues:
Weather normalization
Decoupling
Amortization of alternative revenue
Total residential NGD margin
Commercial:
Sales
Alternative revenues:
Weather normalization
Decoupling
Amortization of alternative revenue
Total commercial NGD margin
Total residential and commercial NGD margin
2019
2018
2017
457.2
277.1
734.3
437.7
201.2
638.9
$
$
411.7
249.5
661.2
418.4
203.3
621.7
$
$
465.2
275.2
740.4
455.9
228.3
684.2
272.3
$
240.0
$
262.1
(1.8)
(6.6)
2.0
265.9
115.8
(0.7)
(5.2)
(8.8)
101.1
367.0
$
7.6
(0.6)
1.9
248.9
103.7
2.4
7.3
(9.6)
103.8
352.7
$
(11.9)
(2.4)
—
247.8
101.5
(4.6)
11.1
—
108.0
355.8
$
$
$
$
2019 COMPARED TO 2018. The increases of $17.2 million in operating revenue and $14.3 million in total residential and
commercial NGD margin were primarily driven by new customer rates from the 2018 Oregon rate case and 2019 Washington
rate case as well as sales volume increases of 73.1 million therms, or 11%, due to customer growth and average weather in
2019 compared to warmer than average weather in 2018.
2018 COMPARED TO 2017. The decreases of $62.5 million in operating revenue and $3.1 million in total residential and
commercial NGD margin were primarily driven by sales volume decreases of 79.2 million therms, or 11%, due to warmer than
average weather in 2018 compared to colder than average weather in the prior period, partially offset by customer growth.
Industrial Sales and Transportation
Industrial customers have the option of purchasing sales or transportation services. Under the sales service, the customer buys
the gas commodity from NW Natural. Under the transportation service, the customer buys the gas commodity directly from a
third-party gas marketer or supplier. The NGD gas commodity cost is primarily a pass-through cost to customers; therefore, NGD
profit margins are not materially affected by an industrial customer's decision to purchase gas from third parties. Industrial and
large commercial customers may also select between firm and interruptible service options, with firm services generally providing
higher profit margins compared to interruptible services. To help manage gas supplies, industrial tariffs are designed to provide
some certainty regarding industrial customers' volumes by requiring an annual service election which becomes effective
November 1, special charges for changes between elections, and in some cases, a minimum or maximum volume requirement
before changing options.
48
NGD industrial sales and transportation highlights include:
In millions
Volumes (therms):
Industrial - firm sales
Industrial - firm transportation
Industrial - interruptible sales
Industrial - interruptible transportation
Total volumes
Margin:
Industrial - sales and transportation
2019
2018
2017
36.6
175.7
47.4
221.1
480.8
35.3
162.7
50.6
218.4
467.0
35.7
167.7
55.1
241.4
499.9
$
32.0
$
30.8
$
31.8
2019 COMPARED TO 2018. Industrial sales and transportation volumes increased by 13.8 million therms and NGD margin
increased $1.2 million due to an increase in manufacturing activity in NW Natural's service territory. The increase was partially
offset by a reduction in customer count, which was driven by customer elections to switch from industrial to commercial rate
schedules.
2018 COMPARED TO 2017. Industrial sales and transportation volumes decreased by 32.9 million therms and NGD margin
decreased $1.0 million due to lower usage from warmer than average weather in 2018 compared to colder than average weather
in 2017.
Miscellaneous Revenues
Margin from miscellaneous revenues includes fee income as well as regulatory revenue adjustments, which reflect current period
deferrals to and prior year amortizations from regulatory asset and liability accounts, except for gas cost deferrals which flow
through cost of gas. Decoupling and other regulatory amortizations from prior year deferrals are included in revenues from
residential, commercial, and industrial firm customers.
Margin from NGD miscellaneous revenues highlights include:
In millions
Other revenues
2019
2018
2017
$
4.7
$
5.5
$
3.9
2019 COMPARED TO 2018. Margin from miscellaneous revenues remained flat due to continued entitlement and curtailment
revenue in first quarter of 2019 related to the October 2018 Canadian pipeline event.
2018 COMPARED TO 2017. Margin from miscellaneous revenues increased $1.6 million due to increases in entitlement and
curtailment revenue due to system restrictions for certain industrial and commercial customers as a result of a Canadian pipeline
event in October 2018 that disrupted gas supply.
Other Regulated Services
Other Regulated Services primarily consist of lease revenues from NW Natural's North Mist storage facility as well as other lease
revenues for compressed natural gas assets.
Other regulated services revenue highlights include:
In millions
North Mist storage services
Other services
Total other regulated services
2019
2018
2017
$
$
11.8
$
0.3
12.1
$
— $
0.3
0.3
$
—
—
—
2019 COMPARED TO 2018. Other regulated services margin increased $11.8 million in 2019 compared to 2018 due to the
commencement of storage services at the North Mist expansion facility in May 2019. See Note 7 for more information regarding
North Mist expansion lease accounting.
Cost of Gas
Cost of gas as reported by the NGD segment includes gas purchases, gas withdrawn from storage inventory, gains and losses
from commodity hedges, pipeline demand costs, seasonal demand cost balancing adjustments, regulatory gas cost deferrals,
gas reserves costs, and company gas use. The OPUC and WUTC generally require natural gas commodity costs to be billed to
customers at the actual cost incurred, or expected to be incurred. Customer rates are set each year so that if cost estimates
were met the NGD business would not earn a profit or incur a loss on gas commodity purchases; however, in Oregon we have
49
the incentive sharing mechanism described under "Regulatory Matters—Rate Mechanisms—Purchased Gas Adjustment" above.
In addition to the PGA incentive sharing mechanism, gains and losses from hedge contracts entered into after annual PGA rates
are effective for Oregon customers are also required to be shared and therefore may impact net income. Further, NW Natural
also has a regulatory agreement whereby it earns a rate of return on its investment in the gas reserves acquired under the
original agreement with Encana and includes gas from the amended gas reserves agreement at a fixed rate of $0.4725 per
therm, which are also reflected in NGD margin. See "Application of Critical Accounting Policies and Estimates—Accounting for
Derivative Instruments and Hedging Activities" below.
Cost of gas highlights include:
In millions except where indicated
Cost of gas
Volumes sold (therms)
Average cost of gas (cents per therm)
Gain (loss) from gas cost incentive sharing
2019
2018
2017
$
$
$
$
255.1
818
0.31
(1.3)
$
$
255.7
747
0.34
—
325.0
831
0.39
1.2
2019 COMPARED TO 2018. Cost of gas was flat compared to the prior year, primarily due to the 10% increase in volumes sold
driven by average weather in 2019 compared to warmer than average weather in 2018 and customer growth, primarily offset by
a three cent decrease in the average cost of gas.
2018 COMPARED TO 2017. Cost of gas decreased 69.3 million, or 21%, primarily due to the 10% decrease in volumes sold due to
warmer than average weather in 2018 compared to colder than average weather in 2017, and lower average cost of gas
collected from customers, partially offset by customer growth.
The effect on net income from NW Natural's Oregon gas cost incentive sharing mechanism resulted in a margin loss of $1.3
million in 2019 compared to a slight margin loss in 2018 and a margin gain of $1.2 million in 2017. In 2019, actual gas prices
were higher than those included in rates during the period. In 2018, actual prices closely aligned with estimated prices included
in customer rates. In 2017, actual prices were lower than the estimated prices included in customer rates due to warmer than
average weather nationally, which resulted in lower national natural gas commodity prices. For a discussion of the gas cost
incentive sharing mechanism, see "Regulatory Matters—Rate Mechanisms—Purchased Gas Adjustment" above.
Other
Other activities aggregated and reported as other at NW Holdings include NWN Energy's equity investment in Trail West
Holding, LLC (TWH), which is pursuing the development of a proposed natural gas pipeline through its wholly-owned subsidiary,
Trail West Pipeline, LLC (TWP); NNG Financial's investment in Kelso-Beaver Pipeline (KB Pipeline); and NWN Water, which
owns and continues to pursue investments in the water sector. Other activities aggregated and reported as other at NW Natural
include the non-NGD storage activity at Mist as well as asset management services and the appliance retail center operations.
See Note 4 for further discussion of our business segment and other, as well as our direct and indirect wholly-owned
subsidiaries, and Note 14 for further details on our investment in TWH.
At Mist, NW Natural provides gas storage services to customers in the interstate and intrastate markets using storage capacity
that has been developed in advance of NGD customers’ requirements. Pre-tax income from gas storage at Mist and asset
management services is subject to revenue sharing with NGD customers.
Under this regulatory incentive sharing mechanism, NW Natural retains 80% of pre-tax income from Mist gas storage services
and asset management services when the underlying costs of the capacity being used are not included in NGD business rates.
The remaining 20% is credited to a deferred regulatory account for credit to NGD customers.
Through October 2018, when the capacity used was included in NGD rates, NW Natural retained 33% of pre-tax income with the
remaining 67% credited to a deferred regulatory account for credit to NGD customers. In conjunction with the Oregon rate case,
effective November 2018 NW Natural retains 10% of pre-tax income from such storage and asset management services and
90% is credited to NGD business customers.
The following table presents the results of activities aggregated and reported as other for both NW Holdings and NW Natural:
In millions, except EPS data
NW Natural other - net income
Other NW Holdings activity
NW Holdings other - net income
EPS - NW Holdings - other
2019
2018
2017
$
$
$
8.1
(3.6)
4.5
0.15
$
$
$
10.6
(0.8)
9.8
0.34
$
$
$
11.2
0.4
11.6
0.41
The significant drivers of changes in other net income discussed below apply to both NW Holdings and NW Natural.
50
2019 COMPARED TO 2018. Other net income decreased $5.3 million and $2.5 million at NW Holdings and NW Natural,
respectively. The decrease at NW Natural was primarily driven by lower asset management revenues and increased asset
management revenue sharing with Oregon customers as a result of the 2018 Oregon rate case. The decrease from other NW
Holdings activity was driven by increases in professional service costs and expenses associated with developing the water
business.
2018 COMPARED TO 2017. Other net income decreased compared to the prior period primarily due to $4.2 million in higher
income tax expense driven by $4.4 million in income tax benefits recognized in 2017 from the enactment of the TCJA, partially
offset by a $2.8 million increase in revenues from asset management agreements for Mist storage and transportation capacity.
Consolidated Operations
Operations and Maintenance
Operations and maintenance highlights include:
In millions
NW Natural
Other NW Holdings operations and maintenance
NW Holdings
2019
2018
2017
$
$
169.1
9.1
178.2
$
$
155.2
1.5
156.7
$
$
152.2
0.2
152.4
2019 COMPARED TO 2018. Operations and maintenance expense increased $21.5 million and $13.9 million for NW Holdings and
NW Natural, respectively. The increase at NW Natural was primarily due to the following:
•
a $12.5 million increase in pension expenses, consisting of:
a $4.6 million increase from recovery of amounts in NW Natural's pension balancing account upon receipt of an OPUC
accounting order in March 2019, which was offset within NGD margin and income tax benefits;
a $4.0 million increase from higher pension costs as NW Natural began collecting ongoing pension costs through
customer rates on November 1, 2018 and began collecting deferred pension costs through customer rates on April 1,
2019 rather than deferring a portion to the balancing account; and
a $3.9 million increase from a regulatory pension disallowance as a result of the March 2019 OPUC order in the Oregon
general rate case.
The remaining change was primarily attributable to annual employee cost increases.
The $7.6 million increase in other NW Holdings operations and maintenance expense was primarily due to expenses associated
with developing the water business.
2018 COMPARED TO 2017. Operations and maintenance expense increased $4.3 million and $3.0 million for NW Holdings and
NW Natural, respectively, primarily due to the following factors:
•
•
a $3.4 million increase in NGD payroll and benefits due to increased headcount and general salary increases; and
a $3.2 million increase in NGD non-payroll costs primarily due to increases in general professional services and contract
labor.
Delinquent customer receivable balances continue to remain at historically low levels. Bad debt expense as a percent of
revenues was 0.1% for 2019, 2018, and 2017.
Depreciation and Amortization
Depreciation and amortization highlights include:
In millions
NW Natural
Other NW Holdings depreciation and amortization
NW Holdings
2019
2018
2017
$
$
90.4
1.1
91.5
$
$
85.0
0.2
85.2
$
$
81.0
0.1
81.1
The significant drivers of changes in depreciation and amortization discussed below apply to both NW Holdings and NW Natural.
2019 COMPARED TO 2018. Depreciation and amortization expense increased by $6.3 million and $5.4 million for NW Holdings
and NW Natural, respectively, primarily due to NGD plant additions that included investments in natural gas transmission and
distribution systems supporting customer growth, safety, reliability, facility upgrades, and enhanced technology. In addition, the
51
North Mist gas storage facility began operations and began depreciating in May 2019. The increase in other NW Holdings
depreciation and amortization was primarily due to depreciation expense at acquired water and wastewater entities.
2018 COMPARED TO 2017. Depreciation and amortization expense increased by $4.1 million and $4.0 million for NW Holdings
and NW Natural, respectively, primarily due to NGD plant additions that included investments in natural gas transmission and
distribution systems supporting customer growth, safety, reliability, facility upgrades, and enhanced technology.
Other Income (Expense), Net
Other income (expense), net highlights include:
In millions
Pension and other postretirement costs
Deferral (amortization) of regulatory pension balancing account
Regulatory disallowance of pension costs
Equity portion of AFUDC
Net interest income (expense) on deferred regulatory accounts
Other non-operating
NW Natural total other income (expense), net
Other NW Holdings activity
NW Holdings total other income (expense), net
2019
2018
2017
$
$
$
(13.3) $
(10.7)
(6.6)
0.7
7.2
(0.3)
(23.0) $
0.2
(22.8) $
(17.0) $
(10.2)
7.9
—
4.1
1.7
(0.3)
(3.6) $
—
(3.6) $
4.1
—
2.7
2.0
1.2
(0.2)
(0.1)
(0.3)
The significant drivers of changes in Other income (expense) discussed below apply to both NW Holdings and NW Natural.
2019 COMPARED TO 2018. Other income (expense), net, decreased $19.2 million and $19.4 million at NW Holdings and NW
Natural, respectively. The decrease was primarily driven by activity in NW Natural's pension balancing account as described
below. In addition, net interest income on deferred regulatory accounts increased $5.5 million primarily due to $5.1 million of
deferred equity interest income recognized in 2019 in conjunction with amortization of the pension balancing account. Interest
income from the equity portion of AFUDC decreased $3.3 million, primarily driven by the placement of the North Mist facility into
service in May 2019.
Pension Balancing Account
From 2011 through October 31, 2018, NW Natural had OPUC approval to defer certain pension costs in excess of what was
recovered in customer rates. This pension cost deferral was recorded to a regulatory balancing account, which stabilized the
amount of pension expense recognized each year in the consolidated statements of comprehensive income (loss). Total pension
cost deferrals, excluding interest, were $10.3 million and $6.5 million for the years ended December 31, 2018 and 2017, of which
$7.9 million and 4.1 million was recognized in other income (expense), net, respectively. In October 2018, the OPUC issued an
order freezing the pension balancing account and directing that future pension expense would be recovered through rates with
an increase of $8.1 million to revenue requirement.
In March 2019, the OPUC issued another order allowing for the application of certain deferred revenues and tax benefits from
the TCJA to reduce NW Natural's pension regulatory balancing account. A corresponding total of $12.5 million in pension
expenses were recognized, of which $7.9 million was recognized in other income (expense), net in the consolidated statements
of comprehensive income in the first quarter of 2019, with offsetting benefits recorded within operating revenues and income
taxes. The order also directed NW Natural to reduce the balancing account by an additional, disallowed, $10.5 million, of which
$6.6 million was charged to other income (expense), net in the consolidated statements of comprehensive income. Amortization
of the remaining amount of the balancing account began in the second quarter of 2019 in accordance with the order. Total
amortization of the balancing account for the year ended December 31, 2019, inclusive of the $12.5 million recovery mentioned
above, was $16.8 million, of which $10.7 million was recorded to other income (expense), net. See Note 10 and "Regulatory
Matters—Regulatory Proceeding Updates - Pension Cost Deferral and Pension Balancing Account" for more information
regarding the pension balancing account.
2018 COMPARED TO 2017. Other income (expense), net, decreased $3.3 million and $3.4 million at NW Holdings and NW Natural,
respectively, primarily due to a $3.0 million increase in pension and other postretirement non-service costs and $0.8 million lower
gains from company-owned life insurance, partially offset by a $1.4 million increase in the equity portion of AFUDC.
52
Interest Expense, Net
Interest expense, net highlights include:
In millions
NW Natural
Other NW Holdings interest expense
NW Holdings
2019
2018
2017
$
$
41.3
1.4
42.7
$
$
37.0
0.1
37.1
$
$
37.5
—
37.5
2019 COMPARED TO 2018. Interest expense, net of amounts capitalized increased $5.6 million and $4.3 million at NW Holdings
and NW Natural, respectively. The increase at NW Natural was primarily driven by $2.3 million higher interest on long term debt
balances, $1.2 million lower AFUDC debt interest income, and $0.9 million higher commercial paper and line of credit interest.
The additional increase at NW Holdings was driven by interest on long-term debt at NWN Water and interest on NW Holdings'
line of credit.
2018 COMPARED TO 2017. Interest expense, net of amounts capitalized, decreased $0.4 million and $0.5 million at NW Holdings
and NW Natural, respectively, primarily due to a $2.3 million increase in the interest-related portion of AFUDC, partially offset by
increased commercial paper interest expenses of $1.6 million.
Income Tax Expense
NW Holdings income tax expense highlights include:
In millions
Income tax expense
Effects from the TCJA(1)
Adjusted income tax expense
2019
2018
2017
$
$
12.6
—
12.6
$
$
24.2
—
24.2
$
$
41.0
3.4
44.4
Effective tax rate
Adjusted effective tax rate
(1) See the Non-GAAP Reconciliations table at the beginning of Item 7 for a reconciliation of this non-GAAP financial measure to its closest
16.2%
16.2
%
26.4%
26.4
%
36.3%
39.3
%
U.S.GAAP measure.
NW Natural income tax expense highlights include:
In millions
Income tax expense
Effects from the TCJA(1)
Adjusted income tax expense
2019
2018
2017
$
$
14.1
—
14.1
$
$
24.5
—
24.5
$
$
41.5
3.0
44.5
Effective tax rate
Adjusted effective tax rate
(1) See the Non-GAAP Reconciliations table at the beginning of Item 7 for a reconciliation of this non-GAAP financial measure to its closest
16.9%
%
16.9
26.4%
%
26.4
36.6%
%
39.3
U.S.GAAP measure.
The significant drivers of changes in income tax expense discussed below apply to both NW Holdings and NW Natural.
2019 COMPARED TO 2018. The effective tax rate decreased by 10.2% and 9.5% at NW Holdings and NW Natural, respectively.
The reduction was driven by the return of tax reform benefits to customers, including $5.4 million in tax benefits recognized in
association with the OPUC 2018 Oregon rate case order which was offset by pension expenses. See "Executive Summary -
Deferred TCJA benefits and timing variance" above.
2018 COMPARED TO 2017. The effective tax rate decreased by 9.9% and 10.2% at NW Holdings and NW Natural, respectively,
primarily due to a decline in the statutory income tax rate from 39.5% to 26.5% as a result of the TCJA enactment in 2017.
Income tax expense decreased due to the TCJA and lower pre-tax income, partially offset by a benefit of $3.4 million recognized
in 2017 at NW Holdings and a benefit of $3.0 million recognized in 2017 at NW Natural from the remeasurement of deferred tax
balances upon the TCJA enactment date. Excluding the impact of the 2017 remeasurement benefits of $3.4 million and $3.0
million at NW Holdings and NW Natural, respectively, the adjusted effective tax rate decreased 12.9% at both NW Holdings and
NW Natural due to the statutory tax rate declining from the TCJA. See the Non-GAAP Reconciliations at the beginning of Item 7
for additional information.
53
Pending Sale of Gill Ranch Storage
On June 20, 2018, NWN Gas Storage, a wholly owned subsidiary of NW Holdings, entered into a Purchase and Sale Agreement
(the Sale Agreement) that provides for the sale by NWN Gas Storage of all of its membership interests in Gill Ranch. Gill Ranch
owns a 75% interest in the natural gas storage facility located near Fresno, California known as the Gill Ranch Gas Storage
Facility. PG&E owns the remaining 25% interest in the Gill Ranch Facility.
In the Sale Agreement, NWN Gas Storage makes representations and warranties concerning, among other things, Gill Ranch,
the Gill Ranch Facility and Gill Ranch’s business and contractual relationships, and agrees to cause Gill Ranch to conduct its
business and maintain its properties in the ordinary course, consistent with material agreements and past practice.
The Sale Agreement provides for an initial cash purchase price of $25.0 million (subject to a working capital adjustment), plus
potential additional payments to NWN Gas Storage of up to $26.5 million in the aggregate if Gill Ranch achieves certain
economic performance levels for the first three full gas storage years (April 1 of one year through March 31 of the following year)
occurring after the closing and the remaining portion of the gas storage year during which the closing occurs.
The decision approving the transaction was issued by the CPUC on December 12, 2019 and the transaction is subject to other
customary closing conditions and covenants, including the requirement that all of the representations and warranties be true and
correct as of the closing date except, as would not, in the case of certain representations and warranties, be reasonably
expected to have a material adverse effect on Gill Ranch. The agreement, as amended, is currently subject to termination by
either party if the transaction has not closed by March 31, 2020. We continue to strive to close this transaction.
On January 29, 2019, PG&E filed voluntary petitions for relief under chapter 11 bankruptcy. We cannot fully predict the course of
the bankruptcy proceedings or the impact on the sale and will continue to monitor the situation closely.
The results of Gill Ranch Storage have been determined to be discontinued operations and are presented separately, net of tax,
from the results of continuing operations of NW Holdings for all periods presented. See Note 19 for more information on the Sale
Agreement and the results of our discontinued operations.
The CPUC regulates Gill Ranch under a market-based rate model which allows for the price of storage services to be set by the
marketplace. The CPUC also regulates the issuance of securities, system of accounts, and regulates intrastate storage services.
The Geologic Energy Management Division of the California Department of Conservation regulations for gas storage wells were
finalized in June 2018, and the U.S. Department of Transportation's Pipeline and Hazardous Materials Safety Administration
(PHMSA) proposed new federal regulations for underground natural gas storage facilities, which were finalized during 2019 and
increased costs for all storage providers. NW Holdings will continue to monitor and assess additional new regulations until the
sale is complete.
Short-term liquidity for Gill Ranch is supported by cash balances, internal cash flow from operations, equity contributions from its
parent company, and, if necessary, additional external financing.
FINANCIAL CONDITION
Capital Structure
NW Holdings' long-term goal is to maintain a strong and balanced consolidated capital structure. NW Natural targets a regulatory
capital structure of 50% common equity and 50% long-term debt, which is consistent with approved regulatory allocations in
Oregon, which has an allocation of 50% common equity and 50% long-term debt without recognition of short-term debt, and
Washington, which has an allocation of 50% long-term debt, 1% short-term debt, and 49% common equity.
When additional capital is required, debt or equity securities are issued depending on both the target capital structure and market
conditions. These sources of capital are also used to fund long-term debt retirements and short-term commercial paper
maturities. See "Liquidity and Capital Resources" below and Note 9. Achieving our target capital structure and maintaining
sufficient liquidity to meet operating requirements is necessary to maintain attractive credit ratings and provide access to the
capital markets at reasonable costs.
NW Holdings' consolidated capital structure, excluding short-term debt, was as follows:
Common equity
Long-term debt (including current maturities)
Total
December 31,
2019
2018
49.6%
50.4
100.0%
50.9%
49.1
100.0%
54
NW Natural's consolidated long-term capital structure, excluding short-term debt, was as follows:
Common equity
Long-term debt (including current maturities)
Total
December 31,
2019
2018
49.3%
50.7
100.0%
49.4%
50.6
100.0%
Including short-term debt balances, as of December 31, 2019 and 2018, NW Holdings' consolidated capital structure included
common equity of 45.7% and 44.4%, long-term debt of 42.5% and 41.1%, and short-term debt including current maturities of
long-term debt of 11.8% and 14.5%, respectively. As of December 31, 2019 and 2018, NW Natural's consolidated capital
structure included common equity of 45.9% and 42.9%, long-term debt of 42.9% and 42.2%, and short-term debt including
current maturities of long-term debt of 11.2% and 14.9%, respectively.
During 2019, changes to NW Natural's capital structures were primarily due to capital contributions from NW Holdings and the
issuance of long-term debt. Changes to NW Holdings' capital structure were primarily due to issuances of common equity at NW
Holdings and the issuance of long-term debt at NW Natural. See further discussion below in "Cash Flows — Financing
Activities".
Liquidity and Capital Resources
At December 31, 2019 and December 31, 2018, NW Holdings had approximately $9.6 million and $12.6 million, and NW Natural
had approximately $5.9 million and $7.9 million, of cash and cash equivalents, respectively. In order to maintain sufficient liquidity
during periods when capital markets are volatile, NW Holdings and NW Natural may elect to maintain higher cash balances and
add short-term borrowing capacity. NW Holdings and NW Natural may also pre-fund their respective capital expenditures when
long-term fixed rate environments are attractive.
NW Holdings
For NW Holdings, short-term liquidity is primarily provided by cash balances, dividends from its operating subsidiaries, in
particular NW Natural, available cash from a multi-year credit facility, and short-term credit facilities. NW Holdings also has a
universal shelf registration statement filed with the SEC for the issuance of debt and equity securities. NW Holdings long-term
debt, if any, and equity issuances are primarily used to provide equity contributions to NW Holdings’ operating subsidiaries for
operating and capital expenditures and other corporate purposes. NW Holdings' issuance of securities is not subject to
regulation by state public utility commissions, but the dividends from NW Natural to NW Holdings are subject to regulatory ring-
fencing provisions. NW Holdings guarantees the debt of its wholly-owned subsidiary, NWN Water. See "Long-Term Debt" below
for more information regarding NWN Water debt.
As part of the ring-fencing conditions agreed upon with the OPUC and WUTC in connection with the holding company
reorganization, NW Natural may not pay dividends or make distributions to NW Holdings if NW Natural’s credit ratings and
common equity ratio, defined as the ratio of equity to long-term debt, fall below specified levels. If NW Natural’s long-term
secured credit ratings are below A- for S&P and A3 for Moody’s, dividends may be issued so long as NW Natural’s common
equity ratio is 45% or more. If NW Natural’s long term secured credit ratings are below BBB for S&P and Baa2 for Moody’s,
dividends may be issued so long as NW Natural’s common equity ratio is 46% or more. Dividends may not be issued if NW
Natural’s long-term secured credit ratings are BB+ or below for S&P or Ba1 or below for Moody’s, or if NW Natural’s common
equity ratio is below 44%, where the ratio is measured using common equity and long-term debt excluding imputed debt or debt-
like lease obligations. In each case, common equity ratios are determined based on a preceding or projected 13-month average.
In addition, there are certain OPUC notice requirements for dividends in excess of 5% of NW Natural’s retained earnings.
Additionally, if NW Natural’s common equity (excluding goodwill and equity associated with non-regulated assets), on a
preceding or projected 13-month average basis, is less than 46% of NW Natural’s capital structure, NW Natural is required to
notify the OPUC, and if the common equity ratio falls below 44%, file a plan with the OPUC to restore its equity ratio to 44%. This
condition is designed to ensure NW Natural continues to be adequately capitalized under the holding company structure. Under
the WUTC order, the average common equity ratio must not exceed 56%.
At December 31, 2019 and 2018, NW Natural satisfied the ring-fencing provisions described above.
Based on several factors, including current cash reserves, committed credit facilities, its ability to receive dividends from its
operating subsidiaries, in particular NW Natural, and an expected ability to issue long-term debt and equity securities in the
capital markets, NW Holdings believes its liquidity is sufficient to meet anticipated near-term cash requirements, including all
contractual obligations, investing, and financing activities as discussed in "Contractual Obligations" and "Cash Flows" below.
55
NW HOLDINGS DIVIDENDS. Quarterly dividends have been paid on common stock each year since NW Holdings’ predecessor’s
stock was first issued to the public in 1951. Annual common stock dividend payments per share, adjusted for stock splits, have
increased each year since 1956. The declarations and amount of future dividends to shareholders will depend upon earnings,
cash flows, financial condition, NW Natural’s ability to pay dividends to NW Holdings and other factors. The amount and timing of
dividends payable on common stock is at the sole discretion of the NW Holdings Board of Directors.
Natural Gas Distribution Segment
For the NGD business segment, short-term borrowing requirements typically peak during colder winter months when the NGD
business borrows money to cover the lag between natural gas purchases and bill collections from customers. Short-term liquidity
for the NGD business is primarily provided by cash balances, internal cash flow from operations, proceeds from the sale of
commercial paper notes, as well as available cash from multi-year credit facilities, short-term credit facilities, company-owned life
insurance policies, the sale of long-term debt, and equity contributions from NW Holdings. NW Natural's long-term debt and
contributions from NW Holdings are primarily used to finance NGD capital expenditures, refinance maturing debt, and provide
temporary funding for other general corporate purposes of the NGD business.
Based on its current debt ratings (see "Credit Ratings" below), NW Natural has been able to issue commercial paper and long-
term debt at attractive rates and has not needed to borrow or issue letters of credit from its back-up credit facility. In the event
NW Natural is not able to issue new debt due to adverse market conditions or other reasons, NW Natural expects that near-term
liquidity needs can be met using internal cash flows, issuing commercial paper, receiving equity contributions from NW Holdings,
or, for the NGD segment, drawing upon a committed credit facility. NW Natural also has a universal shelf registration statement
filed with the SEC for the issuance of secured and unsecured debt securities.
In the event senior unsecured long-term debt ratings are downgraded, or outstanding derivative positions exceed a certain credit
threshold, counterparties under derivative contracts could require NW Natural to post cash, a letter of credit, or other forms of
collateral, which could expose NW Natural to additional cash requirements and may trigger increases in short-term borrowings
while in a net loss position. NW Natural was not required to post collateral at December 31, 2019. However, if the credit risk-
related contingent features underlying these contracts were triggered on December 31, 2019, assuming long-term debt ratings
dropped to non-investment grade levels, NW Natural could have been required to post $0.1 million in collateral with our
counterparties. See "Credit Ratings" below and Note 16.
Other items that may have a significant impact on NW Natural's liquidity and capital resources include NW Natural's pension
contribution requirements and environmental expenditures.
PENSION CONTRIBUTION. NW Natural expects to make contributions to its company-sponsored defined benefit plan, which is
closed to new employees, over the next several years until the plan is fully funded under the Pension Protection Act rules,
including the rules issued under the Moving Ahead for Progress in the 21st Century Act (MAP-21), as amended. See "Application
of Critical Accounting Policies—Accounting for Pensions and Postretirement Benefits" below and Note 10 for more information.
ENVIRONMENTAL EXPENDITURES. NW Natural expects to continue using cash resources to fund environmental liabilities. NW
Natural has authorizations in Oregon and Washington to defer costs related to remediation of properties that are owned or were
previously owned by NW Natural. In Oregon, a Site Remediation and Recovery Mechanism (SRRM) is currently in place to
recovery prudently incurred costs allocable to Oregon customers, subject to an earnings test. On October 21, 2019 the WUTC
authorized an Environmental Cost Recovery Mechanism (ECRM) for recovery of prudently incurred costs allocable to
Washington customers beginning November 1, 2019. See Note 18, and "Results of Operations—Regulatory Matters—
Environmental Cost Deferral and Recovery" above.
Based on several factors, including current credit ratings, NW Natural's commercial paper program, current cash reserves,
committed credit facilities, and an expected ability to issue long-term debt and receive equity contributions from NW Holdings,
NW Natural believes its liquidity is sufficient to meet anticipated near-term cash requirements, including all contractual
obligations, investing, and financing activities as discussed in "Contractual Obligations" and "Cash Flows" below.
NW NATURAL DIVIDENDS. The declarations and amount of future dividends to NW Holdings will depend upon earnings, cash
flows, financial condition, the satisfaction of OPUC and WUTC regulatory ring-fencing restrictions, and other factors. The amount
and timing of dividends payable on common stock is subject to approval of the NW Natural Board of Directors.
OFF-BALANCE SHEET ARRANGEMENTS. Except for certain lease and purchase commitments, NW Holdings and NW Natural
have no material off-balance sheet financing arrangements. See "Contractual Obligations" below.
In October 2017, NW Natural entered into a 20-year lease agreement for a new corporate operations center location in Portland,
Oregon. The existing lease expires in 2020 and after an extensive search and evaluation process with a focus on seismic
preparedness, safety, reliability, least cost to customers and a continued commitment to NW Natural's employees and the
communities NW Natural serves, NW Natural executed a new lease for suitable commercial office space in Portland, Oregon.
Payments under the lease are expected to commence in the third quarter of 2020 and total estimated base rent payments over
the 20-year life of the lease are approximately $160 million. NW Natural has the option to extend the term of the lease for two
additional seven-year periods.
56
Additionally, the lease was analyzed in consideration of build-to-suit lease accounting guidance with the conclusion that NW
Natural is the accounting owner of the asset during construction. As a result, NW Natural recognized $25.5 million during 2018 in
property, plant and equipment and an obligation in other non-current liabilities for the same amount on its consolidated balance
sheet. These accounting transactions are non-cash in nature, and as such, are not included in the cash flow analysis and capital
expenditures forecasts below, and have no impact on short-term liquidity. When the new lease accounting standard, ASC 842,
became effective for NW Holdings and NW Natural in 2019, the associated build-to-suit asset and liability were de-recognized in
accordance with the new standard. See Note 2 for more information on the impacts of the new lease standard.
Contractual Obligations
The following table shows contractual obligations from continuing operations at December 31, 2019 by maturity and type of
obligation:
In millions
NW Natural
Short-term debt maturities
Long-term debt maturities
Interest on long-term debt
Postretirement benefit payments(1)
Operating leases
Gas purchases(2)
Gas pipeline capacity commitments
Other purchase commitments(3)
Other long-term liabilities(4)
NW Natural Total
Other (NW Holdings)
Short-term debt maturities
Short- and long-term obligations(5)
Payments Due in Years Ending December 31,
2020
2021
2022
2023
2024
Thereafter
Total
$
125.1
$
— $
— $
— $
— $
— $
75.0
36.1
25.8
4.4
86.2
81.1
—
18.3
452.0
24.0
1.3
60.0
34.9
26.7
6.7
2.9
74.5
0.9
—
—
33.2
27.5
6.8
—
72.8
1.6
—
90.0
32.3
28.4
7.0
—
72.5
0.1
—
—
29.2
29.2
7.1
—
71.0
2.0
—
624.7
343.9
162.4
130.9
—
530.4
—
—
125.1
849.7
509.6
300.0
162.9
89.1
902.3
4.6
18.3
206.6
141.9
230.3
138.5
1,792.3
2,961.6
—
35.8
—
0.3
—
0.3
—
0.3
—
1.1
24.0
39.1
NW Holdings Total
$
477.3
$
242.4
$
142.2
$
230.6
$
138.8
$
1,793.4
$
3,024.7
(1) Postretirement benefit payments primarily consists of two NW Natural items: (1) estimated pension and other postretirement plan payments,
which are funded by plan assets and future cash contributions, and (2) required payments to the Western States multiemployer pension
plan due to NW Natural's withdrawal from the plan in December 2013. See Note 10.
(2) Gas purchases include contracts which use price formulas tied to monthly index prices. The commitment amounts presented incorporate
the December 2019 first of month index price for each supply basin from which gas is purchased. For a summary of gas purchase and gas
pipeline capacity commitments, see Note 17.
(3) Other purchase commitments primarily consist of remaining balances under existing purchase orders.
(4) Other long-term liabilities includes accrued deferred compensation plan liabilities for executives and directors. The timing of these payments
are uncertain; however, these payments are unlikely to all occur in the next 12 months.
(5) Short- and long-term obligations include short- and long-term debt obligations and other immaterial liabilities.
In addition to known contractual obligations listed in the above table, NW Natural has also recognized liabilities for future
environmental remediation or action. The exact timing of payments beyond 12 months with respect to those liabilities cannot be
reasonably estimated due to numerous uncertainties surrounding the course of environmental remediation and the preliminary
nature of site investigations. See Note 18 for a further discussion of environmental remediation cost liabilities.
At December 31, 2019, 626 of NW Natural's natural gas distribution employees were members of the Office and Professional
Employees International Union (OPEIU) Local No. 11. In November 2019, union employees ratified a new collective bargaining
agreement that took effect on December 1, 2019, expires on May 31, 2024, and is effective thereafter from year to year unless
either party serves notice of its intent to negotiate modifications to the collective bargaining agreement. The remaining terms of
the collective bargaining agreement include the following items: a 1.5% wage increase effective December 1, 2019, a 2.0% wage
increase effective June 1, 2020, and scheduled wage increases effective June 1 of each subsequent year of 3.5%; competitive
health benefits, including 15% to 20% premium cost sharing by employees; a 401(k) contribution of 4% for employees hired after
our pension plan was closed on December 31, 2009; and a 401(k) match of 50% of the first 8% of savings.
Short-Term Debt
The primary source of short-term liquidity for NW Holdings is cash balances, dividends from its operating subsidiaries, in
particular NW Natural, available cash from a multi-year credit facility, and short-term credit facilities it may enter into from time to
time.
57
The primary source of short-term liquidity for NW Natural is from the sale of commercial paper, available cash from a multi-year
credit facility, and short-term credit facilities. NW Natural has a separate commercial paper program and separate bank facilities.
In addition to issuing commercial paper or bank loans to meet working capital requirements, including seasonal requirements to
finance gas purchases and accounts receivable, short-term debt may also be used to temporarily fund capital requirements. For
NW Natural, commercial paper and bank loans are periodically refinanced through the sale of long-term debt or equity
contributions from NW Holdings. Commercial paper, when outstanding, is sold through two commercial banks under an issuing
and paying agency agreement and is supported by one or more unsecured revolving credit facilities. See “Credit Agreements”
below.
At December 31, 2019 and 2018, NW Holdings had short-term debt outstanding of $149.1 million and $217.6 million,
respectively, and NW Natural had short-term debt outstanding of $125.1 million and $217.5 million, respectively. The weighted
average interest rate on short-term debt outstanding at December 31, 2019 and 2018 was 2.0% and 3.0%, respectively, at both
NW Holdings and NW Natural.
Credit Agreements
NW Holdings
NW Holdings has a $100 million credit agreement, with a feature that allows it to request increases in the total commitment
amount, up to a maximum of $150 million. The maturity date of the agreement is October 2, 2023, with available extensions of
commitments for two additional one-year periods, subject to lender approval.
All lenders under the NW Holdings credit agreement are major financial institutions with committed balances and investment
grade credit ratings as of December 31, 2019 as follows:
In millions
Lender rating, by category
AA/Aa
Total
Loan Commitment
$
$
100
100
Based on credit market conditions, it is possible one or more lending commitments could be unavailable to NW Holdings if the
lender defaulted due to lack of funds or insolvency; however, NW Holdings does not believe this risk to be imminent due to the
lenders' strong investment-grade credit ratings.
The NW Holdings credit agreement permits the issuance of letters of credit in an aggregate amount of up to $40 million. The
principal amount of borrowings under the credit agreement is due and payable on the maturity date. The credit agreement
requires NW Holdings to maintain a consolidated indebtedness to total capitalization ratio of 70% or less. Failure to comply with
this covenant would entitle the lenders to terminate their lending commitments and accelerate the maturity of all amounts
outstanding. NW Holdings was in compliance with this covenant at December 31, 2019 and 2018, with consolidated
indebtedness to total capitalization ratios of 54.3% and 55.6%, respectively.
The agreement also requires NW Holdings to maintain debt ratings (which are defined by a formula using NW Natural's credit
ratings in the event NW Holdings does not have a credit rating) with Standard & Poor's (S&P) and Moody's Investors Service,
Inc. (Moody’s) and notify the lenders of any change in its senior unsecured debt ratings or senior secured debt ratings, as
applicable, by such rating agencies. A change in NW Holdings' debt ratings by S&P or Moody’s is not an event of default, nor is
the maintenance of a specific minimum level of debt rating a condition of drawing upon the credit agreement. Rather, interest
rates on any loans outstanding under the credit agreements are tied to debt ratings and therefore, a change in the debt rating
would increase or decrease the cost of any loans under the credit agreements when ratings are changed. NW Holdings does not
currently maintain ratings with S&P or Moody's.
Interest charges on the credit agreement are indexed to the London Interbank Offered Rate (LIBOR). The agreement contains a
provision to transition to an equivalent replacement rate upon the phase-out of LIBOR in 2021.
NW Holdings had $1.0 million and $2.8 million of letters of credit issued and outstanding in support of acquisitions of water
companies, separate from the aforementioned credit agreement, at December 31, 2019 and 2018, respectively. The $1.0 million
letter of credit outstanding at NW Holdings as of December 31, 2019 for purposes of facilitating the Suncadia acquisition was
extinguished after the close of the transaction on January 31, 2020.
NW Natural
NW Natural has a multi-year credit agreement for unsecured revolving loans totaling $300 million, with a feature that allows NW
Natural to request increases in the total commitment amount, up to a maximum of $450 million. The maturity date of the
agreement is October 2, 2023 with an available extension of commitments for two additional one-year periods, subject to lender
approval.
58
All lenders under the NW Natural credit agreement are major financial institutions with committed balances and investment grade
credit ratings as of December 31, 2019 as follows:
In millions
Lender rating, by category
AA/Aa
Total
Loan Commitment
$
$
300
300
Based on credit market conditions, it is possible one or more lending commitments could be unavailable to NW Natural if the
lender defaulted due to lack of funds or insolvency; however, NW Natural does not believe this risk to be imminent due to the
lenders' strong investment-grade credit ratings.
The NW Natural credit agreement permits the issuance of letters of credit in an aggregate amount of up to $60 million. The
principal amount of borrowings under the credit agreement is due and payable on the maturity date. There were no outstanding
balances under this credit agreement or the prior credit agreement at December 31, 2019 or 2018. The credit agreement
requires NW Natural to maintain a consolidated indebtedness to total capitalization ratio of 70% or less. Failure to comply with
this covenant would entitle the lenders to terminate their lending commitments and accelerate the maturity of all amounts
outstanding. NW Natural was in compliance with this covenant at December 31, 2019 and 2018, with consolidated indebtedness
to total capitalization ratios of 54.1% and 57.1%, respectively.
The agreement also requires NW Natural to maintain credit ratings with S&P and Moody’s and notify the lenders of any change
in NW Natural's senior unsecured debt ratings or senior secured debt ratings, as applicable, by such rating agencies. A change
in NW Natural's debt ratings by S&P or Moody’s is not an event of default, nor is the maintenance of a specific minimum level of
debt rating a condition of drawing upon the credit agreement. Rather, interest rates on any loans outstanding under the
agreement are tied to debt ratings and therefore, a change in the debt rating would increase or decrease the cost of any loans
under the credit agreement when ratings are changed. See "Credit Ratings" below.
Interest charges on the credit agreement are indexed to LIBOR. The agreement contains a provision to transition to an
equivalent replacement rate upon the phase-out of LIBOR in 2021.
Credit Ratings
NW Holdings does not currently maintain ratings with S&P or Moody's. NW Natural's credit ratings are a factor of liquidity,
potentially affecting access to the capital markets including the commercial paper market. NW Natural's credit ratings also have
an impact on the cost of funds and the need to post collateral under derivative contracts. The following table summarizes NW
Natural's current credit ratings:
Commercial paper (short-term debt)
Senior secured (long-term debt)
Senior unsecured (long-term debt)
Corporate credit rating
Ratings outlook
S&P
A-1
AA-
n/a
A+
Stable
Moody's
P-2
A2
Baa1
n/a
Stable
In May 2019, Moody's revised NW Natural's ratings outlook from negative to stable. In addition, the senior secured (long-term
debt) rating changed from A1 to A2 and the senior unsecured (long-term debt) rating was revised from A3 to Baa1.
The above credit ratings and ratings outlook are dependent upon a number of factors, both qualitative and quantitative, and are
subject to change at any time. The disclosure of or reference to these credit ratings is not a recommendation to buy, sell or hold
NW Holdings or NW Natural securities. Each rating should be evaluated independently of any other rating.
As part of the ring-fencing conditions agreed upon with the OPUC and WUTC in connection with the holding company
reorganization, NW Holdings and NW Natural are required to maintain separate credit ratings, long-term debt ratings, and
preferred stock ratings, if any.
59
Long-Term Debt
The following NW Natural debentures were retired in the periods indicated:
In millions
NW Natural First Mortgage Bonds
Series 7.00% due 2017
Series 6.60% due 2018
Series 1.55% due 2018
Series 8.31% due 2019
Series 7.63% due 2019
Total
Year Ended December 31,
2019
2018
2017
$
$
— $
— $
—
—
10
20
30
$
22
75
—
—
97
$
40
—
—
—
—
40
In June 2019, NWN Water, a wholly-owned subsidiary of NW Holdings, entered into a two-year term loan agreement for $35.0
million. The loan carried an interest rate of 2.35% at December 31, 2019, which is based upon the one-month LIBOR rate. The
loan is guaranteed by NW Holdings and requires NW Holdings to maintain a consolidated indebtedness to total capitalization
ratio of 70% or less. Failure to comply with this covenant would entitle the lenders to terminate their lending commitments and
accelerate the maturity of all amounts outstanding. NW Holdings was in compliance with this covenant at December 31, 2019,
with a consolidated indebtedness to total capitalization ratio of 54.3%.
In June 2019, NW Natural issued $140.0 million of FMBs consisting of $50.0 million with an interest rate of 3.141%, due in 2029,
and $90.0 million with an interest rate of 3.869%, due in 2049. In September 2019, NW Natural retired $10.0 million of FMBs with
an interest rate of 8.310%, and retired $20.0 million of FMBs with an interest rate of 7.630% in December 2019.
$75.0 million of FMBs with an interest rate of 5.370% matured in February 2020. No other long-term debt is scheduled to mature
over the next twelve months.
See "Financial Condition—Contractual Obligations" above for long-term debt maturing over the next five years.
Bankruptcy Ring-fencing Restrictions
As part of the ring-fencing conditions agreed upon with the OPUC and WUTC in connection with the holding company
reorganization, NW Natural is required to have one director who is independent from NW Natural management and from NW
Holdings and to issue one share of NW Natural preferred stock to an independent third party. NW Natural was in compliance with
both of these ring-fencing provisions as of December 31, 2019 and 2018. NW Natural may file a voluntary petition for bankruptcy
only if approved unanimously by the Board of Directors of NW Natural, including the independent director, and by the holder of
the preferred share.
Cash Flows
Operating Activities
Changes in our operating cash flows are primarily affected by net income or loss, changes in working capital requirements, and
other cash and non-cash adjustments to operating results.
Operating activity highlights include:
NW Holdings
In millions
Cash provided by operating activities
NW Natural
In millions
Cash provided by operating activities
2019
2018
2017
185.3
$
168.8
$
206.7
2019
2018
2017
186.2
$
173.5
$
206.5
$
$
The significant drivers of changes in cash provided by operating activities discussed below apply to both NW Holdings and NW
Natural.
60
2019 COMPARED TO 2018. The significant factors contributing to the $16.5 million and $12.7 million increases in NW Holdings and
NW Natural cash flow provided by operating activities, respectively, were as follows:
•
•
•
•
an increase of $27.5 million at NW Holdings and $24.9 million at NW Natural due to net income tax refunds in 2019
compared to payments in 2018. The refunds were primarily due to bonus depreciation taken on NW Natural's North Mist gas
storage expansion which was placed into service in May 2019, as well as $6.0 million in income taxes paid in 2018 and
refunded to NW Natural in 2019;
an increase of $10.6 million from collections of both current and deferred pension expenses as a result of NW Natural's
Oregon rate case; and
an increase of $4.6 million due to lower contributions paid to qualified defined benefit pension plans in the current period
compared to prior periods; partially offset by
a net decrease of $28.5 million at NW Natural from changes in receivables, inventories, and accounts payable, primarily
reflecting increased gas purchase expenditures from average weather in the current period compared to warmer-than
average weather in the prior period as well as higher gas costs than those included in customer rates.
2018 COMPARED TO 2017. The significant factors contributing to the $37.9 million and $33.0 million decreases in NW Holdings
and NW Natural cash flow provided by operating activities, respectively, were as follows:
•
•
•
•
a decrease of $31.5 million in cash flow benefits from changes in deferred gas cost balances primarily due to higher gas
prices in the fourth quarter of 2018 and lower current year PGA rates reflecting over-collections of certain fixed costs from
customers in the prior year when weather was colder than average;
a decrease of $12.6 million due to $27.4 million income taxes paid in 2018 due to the elimination of bonus depreciation as a
result of the TCJA, compared to income taxes paid of $14.8 million in 2017; partially offset by
a net increase of $10.2 million from changes in working capital related to receivables, inventories, and accounts payable
reflecting warmer than average weather in 2018 compared to the prior period; and
an increase of $3.9 million due to a decrease in contributions paid to qualified defined benefit pension plans.
During the year ended December 31, 2019, NW Natural contributed $11.0 million to its qualified defined benefit pension plan,
compared to $15.5 million for 2018 and $19.4 million in 2017. The amount and timing of future contributions will depend on
market interest rates and investment returns on the plans’ assets. See Note 10.
Bonus income tax depreciation of 50% was available in 2017 for a large portion of capital expenditures, and bonus depreciation
of 40% was available in 2019 for a large portion of North Mist gas storage expansion capital expenditures for federal and Oregon
purposes. This reduced taxable income and provided cash flow benefits in 2017 and 2019. As a result of the enactment of the
TCJA on December 22, 2017, bonus depreciation was eliminated for other NGD business property acquired and placed in
service after December 31, 2017. Accordingly, bonus depreciation was not available for such property in 2018 and 2019, and we
do not anticipate similar cash flow benefits related to bonus depreciation in the future.
We have lease and purchase commitments relating to our operating activities that are financed with cash flows from operations.
For information on cash flow requirements related to leases and other purchase commitments, see “Financial Condition—
Contractual Obligations” above and Note 17.
Investing Activities
Investing activity highlights include:
NW Holdings
In millions
Cash used in investing activities
Capital expenditures
NW Natural
In millions
Cash used in investing activities
Capital expenditures
$
$
2019
2018
2017
(303.8) $
(223.5)
(217.5) $
(214.6)
(214.2)
(213.3)
2019
2018
2017
(243.1) $
(221.4)
(238.5) $
(214.3)
(214.2)
(213.3)
2019 COMPARED TO 2018. Cash used in investing activities increased $86.3 million and $4.6 million at NW Holdings and NW
Natural, respectively. The increase at NW Natural was driven by continued capital expenditures for customer growth, system
reinforcement, and technology, as well as leasehold improvement additions at NW Natural's new corporate operations center.
The increase was partially offset by lower capital expenditures due to the completion of the North Mist gas storage expansion in
May 2019. The increase at NW Holdings was driven by $55.9 million higher expenditures for acquisitions, net of cash acquired.
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2018 COMPARED TO 2017. The $3.3 million increase in cash used in investing activities at NW Holdings was primarily due to
continued capital expenditures primarily related to NW Natural's North Mist gas storage expansion facility as well as customer
growth, system reinforcement, technology, and facilities. The additional increase in cash used in investing activities at NW
Natural was primarily due to NW Natural's initial cash contribution of $20 million to its then subsidiary, and now parent, NW
Holdings.
NW Holdings capital expenditures in 2020 are anticipated to be between $240 million and $280 million, of which between $230
million and $270 million are anticipated to occur at the NGD business. The total capital investment for the five-year period from
2020 to 2024 is expected to range from $980 million to $1.14 billion, with $950 million to $1.10 billion relating to the natural gas
distribution segment and $30 million to $40 million related to maintenance capital expenditures for water utilities we currently
own or have under a purchase and sale agreement.
The timing and amount of the core capital expenditures and projects for 2020 and the next five years could change based on
regulation, growth, and cost estimates. Additional investments in our infrastructure during and after 2020 that are not
incorporated in the estimates provided above will depend largely on additional regulations, growth, and expansion opportunities.
Required funds for the investments are expected to be internally generated or financed with long-term debt or equity, as
appropriate.
Financing Activities
Financing activity highlights include:
NW Holdings
In millions
2019
2018
2017
Cash provided by financing activities
$
115.5
$
57.8
$
Change in short-term debt
Change in long-term debt
Change in common stock issued, net
Cash dividend payments on common stock
NW Natural
In millions
(68.5)
145.0
93.0
53.3
163.3
(47.0)
—
51.3
2019
2018
2017
Cash provided by financing activities
$
54.9
$
69.8
$
Change in short-term debt
Change in long-term debt
Cash dividend payments on common stock
(92.4)
110.0
53.4
163.3
(47.0)
38.4
7.4
0.9
60.0
—
54.0
7.4
0.9
60.0
54.0
2019 COMPARED TO 2018. Cash provided by financing activities increased $57.7 million and decreased $14.9 million at NW
Holdings and NW Natural, respectively.
The decrease in cash provided by financing activities at NW Natural was primarily driven by $255.7 million in higher repayments
of short-term debt compared to the prior period and $15.0 million higher cash dividends paid. The decrease was partially offset
by net issuances of $110.0 million in long-term debt in the current period compared to net repayments of $47.0 million in the prior
period as well as a capital contribution from NW Holdings to NW Natural of $93.0 million.
The increase at NW Holdings was primarily due to proceeds of $93.0 million from the June 2019 issuance of NW Holdings
common stock, the issuance of $35.0 million of long-term debt at NW Natural Water, and short-term debt issuances of $24
million at NW Holdings. These increases were partially offset by the debt activity at NW Natural described above.
2018 COMPARED TO 2017. The $50.4 million increase in cash provided by financing activities at NW Holdings was primarily due to
$162.4 million higher short-term debt issuances, partially offset by $107.0 million lower net proceeds from long-term debt activity
in 2018. NW Natural cash provided by financing activities was $12.0 million higher in comparison to NW Holdings primarily due
to the payment of the November 15, 2018 dividend to NW Holdings shareholders using NW Holdings funds.
Pension Cost and Funding Status of Qualified Retirement Plans
NW Natural's pension costs are determined in accordance with accounting standards for compensation and retirement benefits.
See “Application of Critical Accounting Policies and Estimates – Pensions and Postretirement Benefits” below. Pension expense
for NW Natural's qualified defined benefit plan, which is allocated between operations and maintenance expenses, capital
expenditures, and through October 31, 2018, the deferred regulatory balancing account, totaled $16.5 million in 2019, a
decrease of $4.2 million from 2018. The fair market value of pension assets in this plan increased to $313.1 million at
December 31, 2019 from $257.8 million at December 31, 2018. The increase was due to a gain on plan assets of $65.1 million
and $11.0 million in employer contributions, partially offset by benefit payments of $20.8 million.
62
Contributions made to NW Natural's company-sponsored qualified defined benefit pension plan are based on actuarial
assumptions and estimates, tax regulations, and funding requirements under federal law. The qualified defined benefit pension
plan was underfunded by $164.3 million at December 31, 2019. NW Natural plans to make contributions during 2020 of $29.0
million. See Note 10 for further pension disclosures.
Contingent Liabilities
Loss contingencies are recorded as liabilities when it is probable that a liability has been incurred and the amount of the loss is
reasonably estimable in accordance with accounting standards for contingencies. See “Application of Critical Accounting Policies
and Estimates” below. At December 31, 2019, NW Natural's total estimated liability related to environmental sites was $136.0
million. See Note 18 and "Results of Operations—Regulatory Matters—Rate Mechanisms—Environmental Cost Deferral and
Recovery" above.
NW Holdings is not currently party to any direct claims or litigation, though in the future it may be subject to claims and litigation
arising in the ordinary course of business.
New Accounting Pronouncements
For a description of recent accounting pronouncements that may have an impact on our financial condition, results of operations,
or cash flows, see Note 2.
APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES
In preparing financial statements in accordance with U.S. GAAP, management exercises judgment in the selection and
application of accounting principles, including making estimates and assumptions that affect reported amounts of assets,
liabilities, revenues, expenses, and related disclosures in the financial statements. Management considers critical accounting
policies to be those which are most important to the representation of financial condition and results of operations and which
require management’s most difficult and subjective or complex judgments, including accounting estimates that could result in
materially different amounts if reported under different conditions or used different assumptions. Our most critical estimates and
judgments for both NW Holdings and NW Natural include accounting for:
• regulatory accounting;
• revenue recognition;
• derivative instruments and hedging activities;
• pensions and postretirement benefits;
• income taxes;
• environmental contingencies; and
• impairment of long-lived assets and goodwill.
Management has discussed its current estimates and judgments used in the application of critical accounting policies with the
Audit Committees of the Boards of NW Holdings and NW Natural. Within the context of critical accounting policies and estimates,
management is not aware of any reasonably likely events or circumstances that would result in materially different amounts
being reported.
Regulatory Accounting
The NGD segment is regulated by the OPUC and WUTC, which establish the rates and rules governing services provided to
customers, and, to a certain extent, set forth special accounting treatment for certain regulatory transactions. In general, the
same accounting principles as non-regulated companies reporting under U.S. GAAP are used. However, authoritative guidance
for regulated operations (regulatory accounting) requires different accounting treatment for regulated companies to show the
effects of such regulation. For example, NW Natural accounts for the cost of gas using a PGA deferral and cost recovery
mechanism, which is submitted for approval annually to the OPUC and WUTC. See "Results of Operations—Regulatory Matters
—Rate Mechanisms—Purchased Gas Adjustment" above. There are other expenses and revenues that the OPUC or WUTC
may require NW Natural to defer for recovery or refund in future periods. Regulatory accounting requires NW Natural to account
for these types of deferred expenses (or deferred revenues) as regulatory assets (or regulatory liabilities) on the balance sheet.
When the recovery of these regulatory assets from, or refund of regulatory liabilities to, customers is approved, NW Natural
recognizes the expense or revenue on the income statement at the same time the adjustment to amounts included in rates
charged to customers.
The conditions that must be satisfied to adopt the accounting policies and practices of regulatory accounting include:
•
•
•
an independent regulator sets rates;
the regulator sets the rates to cover specific costs of delivering service; and
the service territory lacks competitive pressures to reduce rates below the rates set by the regulator.
63
Because NW Natural's NGD operations satisfy all three conditions, NW Natural continues to apply regulatory accounting to NGD
operations. Future accounting changes, regulatory changes, or changes in the competitive environment could require NW
Natural to discontinue the application of regulatory accounting for some or all of our regulated businesses. This would require the
write-off of those regulatory assets and liabilities that would no longer be probable of recovery from or refund to customers.
Based on current accounting and regulatory competitive conditions, NW Natural believes it is reasonable to expect continued
application of regulatory accounting for NGD activities. Further, it is reasonable to expect the recovery or refund of NW Natural's
regulatory assets and liabilities at December 31, 2019 through future customer rates. If it is determined that all or a portion of
these regulatory assets or liabilities no longer meet the criteria for continued application of regulatory accounting, then NW
Natural would be required to write-off the net unrecoverable balances against earnings in the period such determination is made.
The net balance in regulatory asset and liability accounts was a net liability of $285.3 million and a net liability of $245.3 million
as of December 31, 2019 and 2018, respectively. See Note 2 for more detail on regulatory balances.
Revenue Recognition
Revenues, which are derived primarily from the sale, transportation, and storage of natural gas, are recognized upon the delivery
of gas commodity or services rendered to customers.
Accrued Unbilled Revenue
For a description of the policy regarding accrued unbilled revenue, most of which relates to the NGD business at NW Natural,
see Note 2. The following table presents changes in key metrics if the estimated percentage of unbilled volume at December 31
was adjusted up or down by 1%:
In millions
Unbilled revenue increase (decrease)(1)
Margin increase (decrease)(1)
Net income before tax increase (decrease)(1)
2019
Up 1%
Down 1%
$
$
0.9
0.2
0.1
(0.9)
(0.1)
(0.1)
(1)
Includes impact of regulatory mechanisms including decoupling mechanism and excludes the impact of unbilled revenue from water services.
Derivative Instruments and Hedging Activities
NW Natural's gas acquisition and hedging policies set forth guidelines for using financial derivative instruments to support
prudent risk management strategies. These policies specifically prohibit the use of derivatives for trading or speculative
purposes. Financial derivative contracts are utilized to hedge a portion of natural gas sale requirements. These contracts include
swaps, options, and combinations of option contracts. NW Natural primarily uses these derivative financial instruments to
manage commodity price variability. A small portion of NW Natural's derivative hedging strategy involves foreign currency
exchange contracts.
Derivative instruments are recorded on the balance sheet at fair value. If certain regulatory conditions are met, then the
derivative instrument fair value is recorded together with an offsetting entry to a regulatory asset or liability account pursuant to
regulatory accounting, and no unrealized gain or loss is recognized in current income or loss. See "Regulatory Accounting"
above for additional information. The gain or loss from the fair value of a derivative instrument subject to regulatory deferral is
included in the recovery from, or refund to, NGD business customers in future periods. If a derivative contract is not subject to
regulatory deferral, then the accounting treatment for unrealized gains and losses is recorded in accordance with accounting
standards for derivatives and hedging which is either in current income or loss or in accumulated other comprehensive income or
loss (AOCI or AOCL). Derivative contracts outstanding at December 31, 2019, 2018 and 2017 were measured at fair value using
models or other market accepted valuation methodologies derived from observable market data. Estimates of fair value may
change significantly from period-to-period depending on market conditions, notional amounts, and prices. These changes may
have an impact on results of operations, but the impact would largely be mitigated due to the majority of derivative activities
being subject to regulatory deferral treatment. For more information on derivative activity and associated regulatory treatment,
see Note 2 and Note 16.
The following table summarizes the amount of losses realized from commodity price transactions for the last three years:
In millions
NGD business net gain (loss) on:
Commodity Swaps
2019
2018
2017
$
17.9
$
7.4
$
(7.8)
Realized gains and losses from commodity hedges shown above were recorded in cost of gas and were, or will be, included in
annual PGA rates.
64
Pensions and Postretirement Benefits
NW Natural maintains a qualified non-contributory defined benefit pension plan, non-qualified supplemental pension plans for
eligible executive officers and certain key employees, and other postretirement employee benefit plans covering certain non-
union employees. NW Natural also has a qualified defined contribution plan (Retirement K Savings Plan) for all eligible
employees. Only the qualified defined benefit pension plan and Retirement K Savings Plan have plan assets, which are held in
qualified trusts to fund the respective retirement benefits. The qualified defined benefit retirement plan for union and non-union
employees was closed to new participants several years ago. Non-union and union employees hired or re-hired after December
31, 2006 and 2009, respectively, and employees of certain NW Holdings subsidiaries are provided an enhanced Retirement K
Savings Plan benefit. The postretirement Welfare Benefit Plan for non-union employees was also closed to new participants
several years ago.
Net periodic pension and postretirement benefit costs (retirement benefit costs) and projected benefit obligations (benefit
obligations) are determined using a number of key assumptions including discount rates, rate of compensation increases,
retirement ages, mortality rates and an expected long-term return on plan assets. See Note 10.
Accounting standards also require balance sheet recognition of unamortized actuarial gains and losses and prior service costs in
AOCI or AOCL, net of tax. However, the retirement benefit costs related to qualified defined benefit pension and postretirement
benefit plans are generally recovered in rates charged to NGD customers, which are set based on accounting standards for
pensions and postretirement benefit expenses. As such, NW Natural received approval from the OPUC to recognize the
unamortized actuarial gains and losses and prior service costs as a regulatory asset or regulatory liability based on expected
rate recovery, rather than including it as AOCI or AOCL under common equity. See "Regulatory Accounting" above and Note 2,
"Industry Regulation".
In 2011, NW Natural received regulatory approval from the OPUC and began deferring a portion of pension expense above or
below the amount set in rates to a regulatory balancing account on the balance sheet. As part of general rate case proceedings,
on October 26, 2018, the OPUC issued an order to freeze NW Natural's pension balancing account as of October 31, 2018. In
March 2019, the OPUC issued an order resolving the remaining open items for NW Natural's 2018 Oregon general rate case
regarding recovery of the pension balancing account. At December 31, 2019, the cumulative amount deferred for future pension
cost recovery was $54.2 million, including accrued interest. The regulatory balancing account includes the recognition of accrued
interest on the account balance at NW Natural's authorized rate of return from 2011 through October 31, 2018, and at 4.3%
thereafter. See "Regulatory Matters - Rate Mechanisms - Pension Cost Deferral and Pension Balancing Account" above for more
information.
A number of factors, as discussed above, are considered in developing pension and postretirement benefit assumptions. For the
December 31, 2019 measurement date, NW Natural reviewed and updated:
•
the weighted-average discount rate assumptions for pensions decreased from 4.20% for 2018 to 3.16% for 2019, and our
weighted-average discount rate assumptions for other postretirement benefits decreased from 4.13% for 2018 to 3.11% for
2019. The new rate assumptions were determined for each plan based on a matching of benchmark interest rates to the
estimated cash flows, which reflect the timing and amount of future benefit payments. Benchmark interest rates are drawn
from the FTSE Above Median Curve, which consists of high quality bonds rated AA- or higher by S&P or Aa3 or higher by
Moody’s;
the expected annual rate of future compensation increases for bargaining unit employees, which was updated from a range
of 3.25% to 3.50% for 2018, to the 2019 assumption of 6.50% in 2020 and 3.50% thereafter. The increase was a result of a
new collective bargaining agreement that took effect December 1, 2019. The assumed range of 3.25% to 3.50% for non-
bargaining employees remained unchanged;
the expected long-term return on qualified defined benefit plan assets decreased from 7.50% to 7.25%;
the mortality rate assumptions were updated RP-2014 mortality tables using scale MP-2018 to Pri-2012 mortality tables
using scale MP-2019, which partially offset the increase of our projected benefit obligation; and
other key assumptions, which were based on actual plan experience and actuarial recommendations.
•
•
•
•
At December 31, 2019, the net pension liability (benefit obligations less market value of plan assets) for NW Natural's qualified
defined benefit plan increased $1.9 million compared to 2018. The increase in the net pension liability is primarily due to the
$57.1 million increase to the pension benefit obligation, partially offset by a $55.3 million increase in plan assets. The liability for
non-qualified plans increased $3.0 million, and the liability for other postretirement benefits increased $1.4 million in 2019.
The expected long-term rate of return on plan assets is determined by averaging the expected earnings for the target asset
portfolio. In developing expected return, historical actual performance and long-term return projections are analyzed, which gives
consideration to the current asset mix and target asset allocation.
65
NW Natural believes its pension assumptions are appropriate based on plan design and an assessment of market conditions.
The following shows the sensitivity of retirement benefit costs and benefit obligations to changes in certain actuarial
assumptions:
Dollars in millions
Discount rate:
Qualified defined benefit plans
Non-qualified plans
Other postretirement benefits
Expected long-term return on plan assets:
Qualified defined benefit plans
Change in
Assumption
Impact on 2019
Retirement
Benefit Costs
Impact on
Retirement
Benefit
Obligations at
Dec. 31, 2019
(0.25)%
$
(0.25)%
$
1.4
—
0.1
0.7
16.2
0.8
0.9
N/A
In July 2012, President Obama signed MAP-21 into law. This legislation changed several provisions affecting pension plans,
including temporary funding relief and Pension Benefit Guaranty Corporation (PBGC) premium increases, which shifts the level
of minimum required contributions from the short-term to the long-term as well as increasing the operational costs of running a
pension plan. MAP-21 established a new minimum and maximum corridor for segment rates based on a 25-year average of
bond yields, which resulted in lower minimum contributions requirements than those under previous regulations. MAP-21, as
amended, provides for the current corridor to be in effect through 2020 and subsequently broaden on an annual basis from 2021
through 2024.
Income Taxes
Valuation Allowances
Deferred tax assets are recognized to the extent that these assets are believed to be more likely than not to be realized. In
making such a determination, available positive and negative evidence is considered, including future reversals of existing
taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. NW
Holdings and NW Natural have determined that all recorded deferred tax assets are more likely than not to be realized as of
December 31, 2019. See Note 11.
Uncertain Tax Benefits
The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in the
jurisdictions in which we operate. A tax benefit from a material uncertain tax position will only be recognized when it is more likely
than not that the position, or some portion thereof, will be sustained upon examination, including resolution of any related
appeals or litigation processes, on the basis of the technical merits. NW Holdings and NW Natural participate in the Compliance
Assurance Process (CAP) with the Internal Revenue Service (IRS). Under the CAP program companies work with the IRS to
identify and resolve material tax matters before the federal income tax return is filed each year. No reserves for uncertain tax
benefits were recorded during 2019, 2018, or 2017. See Note 11.
Tax Legislation
When significant proposed or enacted changes in income tax rules occur we consider whether there may be a material impact to
our financial position, results of operations, cash flows, or whether the changes could materially affect existing assumptions used
in making estimates of tax related balances.
On December 22, 2017, H.R.1 - An Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the
budget for fiscal year 2018, also known as the Tax Cuts and Jobs Act (TCJA), was enacted. The TCJA lowers the U.S. federal
corporate income tax rate to 21% from the existing maximum rate of 35%, effective for our tax year beginning January 1, 2018.
The TCJA includes specific provisions related to regulated public utilities that generally provide for the continued deductibility of
interest expense and the elimination of bonus depreciation. Certain rate normalization requirements for accelerated cost
recovery benefits related to regulated plant balances also continue. See Note 11 for more information on how we are impacted
by the TCJA.
With respect to other tax legislation, the final tangible property regulations applicable to all taxpayers were issued on September
13, 2013 and were generally effective for taxable years beginning on or after January 1, 2014. In addition, procedural guidance
related to the regulations was issued under which taxpayers may make accounting method changes to comply with the
regulations. We have evaluated the regulations and do not anticipate any material impact. However, unit-of-property guidance
applicable to natural gas distribution networks has not yet been issued and is expected in the near future. We will further
evaluate the effect of these regulations after this guidance is issued, but believe the current method is materially consistent with
the new regulations and do not expect this additional guidance to have a material effect on our financial statements.
66
Regulatory Matters
Regulatory tax assets and liabilities are recorded to the extent it is probable they will be recoverable from, or refunded to,
customers in the future. At December 31, 2019 and 2018, NW Natural had net regulatory income tax assets of $19.4 million and
$21.4 million, respectively, representing future rate recovery of deferred tax liabilities resulting from differences in NGD plant
financial statement and tax bases and NGD plant removal costs. These regulatory assets are currently being recovered through
customer rates. At December 31, 2019 and 2018, regulatory income tax assets of $2.5 million and $2.3 million, respectively,
were recorded by NW Natural, representing probable future rate recovery of deferred tax liabilities resulting from the equity
portion of AFUDC.
At December 31, 2019 and 2018, regulatory liability balances, representing the estimated net benefit to NGD customers resulting
from the change in deferred taxes as a result of the TCJA, of $205.0 million and $217.1 million, respectively, were recorded by
NW Natural. These balances include a gross up for income taxes of $54.3 million and $57.5 million, respectively.
The TCJA includes specific guidance for determining the shortest time period over which the portion of this regulatory liability
resulting from accelerated cost recovery of NGD plant may accrue to the benefit of customers to avoid incurring federal
normalization penalties. However, it is anticipated that until such time that customers receive the direct benefit of this regulatory
liability, the balance, net of the additional gross up for income taxes, will continue to provide an indirect benefit to customers by
reducing the NGD rate base which determines customer rates for service. Regulatory orders were issued by Oregon in March
2019 and by Washington in October 2019 addressing the provision of these TCJA tax benefits to customers. See "Regulatory
Matters-Regulatory Proceeding Updates-Tax Reform Deferral" for more information.
NGD rates in effect for Oregon through October 31, 2018 and for Washington through October 31, 2019 included an allowance
to provide for the recovery of the anticipated provision for income taxes incurred as a result of providing regulated services. The
provision for income taxes during these periods included an allowance for federal income taxes determined by utilizing the pre-
TCJA federal corporate income tax rate of 35 percent. NW Natural recorded an additional regulatory liability in 2018 and 2019
reflecting the deferral of estimated rate benefit for customers due to the newly enacted 21 percent federal corporate income tax
rate. As of December 31, 2019 and 2018, regulatory liabilities of $1.7 million and $8.3 million, respectively, were recorded to
reflect the estimated revenue deferral benefit to be provided to Oregon and Washington customers.
Environmental Contingencies
Environmental liabilities are accounted for in accordance with accounting standards under the loss contingency guidance when it
is probable that a liability has been incurred and the amount of the loss is reasonably estimable. Amounts recorded for
environmental contingencies take numerous factors into consideration, including, among other variables, changes in enacted
laws, regulatory orders, estimated remediation costs, interest rates, insurance proceeds, participation by other parties, timing of
payments, and the input of legal counsel and third-party experts. Accordingly, changes in any of these variables or other factual
circumstances could have a material impact on the amounts recorded for our environmental liabilities. For a complete discussion
of environmental accounting policies refer to Note 2. For a discussion of current environmental sites and liabilities refer to Note
18. In addition, for information regarding the regulatory treatment of these costs and NW Natural's regulatory recovery
mechanism, see "Results of Operations—Regulatory Matters—Rate Mechanisms—Environmental Cost Deferral and Recovery"
above.
Impairment of Long-Lived Assets and Goodwill
Long-lived assets
We review the carrying value of long-lived assets whenever events or changes in circumstances indicate the carrying amount of
the assets might not be recoverable. Factors that would necessitate an impairment assessment of long-lived assets include a
significant adverse change in the extent or manner in which the asset is used, a significant adverse change in legal factors or
business climate that could affect the value of the asset, or a significant decline in the observable market value or expected
future cash flows of the asset, among others.
When such factors are present, we assess the recoverability by determining whether the carrying value of the asset will be
recovered through expected future cash flows. An asset is determined to be impaired when the carrying value of the asset
exceeds the expected undiscounted future cash flows from the use and eventual disposition of the asset. If an impairment is
indicated, we record an impairment loss for the difference between the carrying value and the fair value of the long-lived assets.
Fair value is estimated using appropriate valuation methodologies, which may include an estimate of discounted cash flows.
In the fourth quarter of 2017, we recognized a non-cash pre-tax impairment of long-lived assets at the Gill Ranch Facility of
$192.5 million. We determined circumstances existed that indicated the carrying value of the assets may not be recoverable.
Those circumstances included the completion of a comprehensive strategic review process that evaluated various alternatives
including a potential sale, as well as contracting for available storage at lower than anticipated values for the coming storage
year. Given these considerations, management was required to re-evaluate the estimated cash flows from our interests in the
Gill Ranch Facility, and determined that those estimated cash flows were no longer sufficient to cover the carrying value of the
assets.
67
We used the income approach to estimate fair value, using the estimated future net cash flows. We also compared the results of
the income approach to our own recent sale experience and recent market comparable transactions in order to estimate fair
value. Many factors and assumptions impact the net cash flows used. The most significant and uncertain estimates included our
forecast of gas storage pricing, our ability to successfully identify and contract with higher-value customers in and/or near the
northern California market that Gill Ranch serves, and exploring the possibility of providing energy storage services such as
compressed gas energy storage (CGES). After completing the strategic evaluation, which included a potential sale in the fourth
quarter of 2017, we lowered our views of a near-term market recovery and decreased the likelihood associated with contracting
with higher-value customers. These changes were the most significant estimates that caused our cash flow projections to
decrease to a point where they were no longer sufficient to cover the carrying value of the asset.
On June 20, 2018, NWN Gas Storage, NW Holdings' wholly-owned subsidiary, entered into a Purchase and Sale Agreement that
provides for the sale by NWN Gas Storage of all of the membership interests in Gill Ranch. As a result of our strategic shift away
from California gas storage operations and the significance of Gill Ranch's financial results in 2017, we concluded that the
pending sale of Gill Ranch qualifies as assets and liabilities held for sale and discontinued operations. As such, the assets and
liabilities associated with Gill Ranch have been classified as discontinued operations assets and discontinued operations
liabilities, respectively, and, the results of Gill Ranch are presented separately from the results of continuing operations, net of
tax, as discontinued operations for the consolidated results of NW Holdings in all periods presented. The expenses included in
the results of discontinued operations within the consolidated results of NW Holdings are the direct operating expenses incurred
by Gill Ranch that may be reasonably segregated from the costs of our continuing operations. See "Results of Operations -
Pending Sale of Gill Ranch Storage" above, Note 4, and Note 19 for additional information.
Goodwill and Business Combinations
In a business combination, goodwill is initially measured as any excess of the acquisition-date fair value of the consideration
transferred over the acquisition-date fair value of the net identifiable assets acquired.
The carrying value of goodwill is reviewed annually during the fourth quarter using balances as of October 1, or whenever events
or changes in circumstance indicate that such carrying values may not be recoverable.
NW Holdings and NW Natural early-adopted ASU 2017-04, "Simplifying the Test for Goodwill Impairment" in the third quarter of
2018. The ASU removes Step 2 from the goodwill impairment test and under the amended guidance an entity should perform its
annual goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an
impairment charge for the amount in which the carrying amounts exceed the fair value of the reporting unit. In accordance with
the updated guidance per ASU 2017-04, NW Holdings' and NW Natural's policy for goodwill assessments begins with a
qualitative analysis in which events and circumstances are evaluated, including macroeconomic conditions, industry and market
conditions, regulatory environments, and the overall financial performance of the reporting unit. If the qualitative assessment
indicates that the carrying value may be at risk of recoverability, a quantitative evaluation is performed to measure the carrying
value against the fair value of the reporting unit. This evaluation may involve the assessment of future cash flows and other
subjective factors for which uncertainty exists and could impact the estimation of future cash flows. These factors include, but are
not limited to, the amount and timing of future cash flows, future growth rates, and the discount rate. Unforeseen events and
changes in circumstances or market conditions could adversely affect these estimates, which could result in an impairment
charge. A qualitative assessment was performed during the fourth quarter of 2019 which indicated a quantitative assessment
was not required; thus, no goodwill impairment was recorded. See Note 2 and Note 15 for additional information.
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate
of the consideration transferred, measured at fair value at the acquisition date, and the fair value of any non-controlling interest in
the acquiree. Acquisition-related costs are expensed as incurred. When NW Natural acquires a business, it assesses the
financial assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual
terms, economic circumstances and pertinent conditions as of the acquisition date. When there is substantial judgment or
uncertainty around the fair value of acquired assets, we may engage a third party expert to assist in determining the fair values
of certain assets or liabilities.
68
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
NW Holdings and NW Natural are exposed to various forms of market risk including commodity supply risk, commodity price risk,
interest rate risk, foreign currency risk, credit risk and weather risk. The following describes NW Holdings' and NW Natural's
exposure to these risks, as applicable.
Commodity Supply Risk
NW Natural enters into spot, short-term, and long-term natural gas supply contracts, along with associated pipeline
transportation contracts, to manage commodity supply risk. Historically, NW Natural has arranged for physical delivery of an
adequate supply of gas, including gas in Mist storage and off-system storage facilities, to meet expected requirements of core
NGD customers. NW Natural's long-term gas supply contracts are primarily index-based and subject to monthly re-pricing, a
strategy that is intended to substantially mitigate credit exposure to physical gas counterparties. Absolute notional amounts
under physical gas contracts related to open positions on derivative instruments were 512.8 million therms and 472.3 million
therms as of December 31, 2019 and 2018, respectively.
Commodity Price Risk
Natural gas commodity prices are subject to market fluctuations due to unpredictable factors including weather, pipeline
transportation congestion, drilling technologies, market speculation, and other factors that affect supply and demand. Commodity
price risk is managed with financial swaps and physical gas reserves from a long-term investment in working interests in gas
leases operated by Jonah Energy. These financial hedge contracts and gas reserves volumes are generally included in NW
Natural's annual PGA filing for recovery, subject to a regulatory prudence review. Notional amounts under financial derivative
contracts were $123.3 million and $77.7 million as of December 31, 2019 and 2018, respectively. The fair value of financial
swaps, based on market prices at December 31, 2019, was an unrealized gain of $5.6 million, which would result in cash inflows
of $1.2 million in 2020, $0.7 million in 2021, and $3.7 million in 2022.
Interest Rate Risk
NW Holdings and NW Natural are exposed to interest rate risk primarily associated with new debt financing needed to fund
capital requirements, including future contractual obligations and maturities of long-term and short-term debt. Interest rate risk is
primarily managed through the issuance of fixed-rate debt with varying maturities. NW Holdings and NW Natural may also enter
into financial derivative instruments, including interest rate swaps, options and other hedging instruments, to manage and
mitigate interest rate exposure. NW Holdings and NW Natural did not have any interest rate swaps outstanding as of
December 31, 2019 or 2018.
Foreign Currency Risk
The costs of certain pipeline and off-system storage services purchased from Canadian suppliers are subject to changes in the
value of the Canadian currency in relation to the U.S. currency. Foreign currency forward contracts are used to hedge against
fluctuations in exchange rates for NW Natural's commodity-related demand and reservation charges paid in Canadian dollars.
Notional amounts under foreign currency forward contracts were $6.7 million and $6.9 million as of December 31, 2019 and
2018, respectively. If all of the foreign currency forward contracts had been settled on December 31, 2019, a gain of $0.1 million
would have been realized. See Note 16.
Credit Risk
Credit Exposure to Natural Gas Suppliers
Certain gas suppliers have either relatively low credit ratings or are not rated by major credit rating agencies. To manage this
supply risk, NW Natural purchases gas from a number of different suppliers at liquid exchange points. NW Natural evaluates and
monitors suppliers’ creditworthiness and maintains the ability to require additional financial assurances, including deposits, letters
of credit, or surety bonds, in case a supplier defaults. In the event of a supplier’s failure to deliver contracted volumes of gas, the
NGD business would need to replace those volumes at prevailing market prices, which may be higher or lower than the original
transaction prices. NW Natural expects these costs would be subject to its PGA sharing mechanism discussed above. Since
most of NW Natural's commodity supply contracts are priced at the daily or monthly market index price tied to liquid exchange
points, and NW Natural has adequate storage flexibility, NW Natural believes it is unlikely a supplier default would have a
material adverse effect on its financial condition or results of operations.
Credit Exposure to Financial Derivative Counterparties
Based on estimated fair value at December 31, 2019, NW Natural's overall credit exposure relating to commodity contracts is
considered immaterial as it reflects amounts owed to financial derivative counterparties (see table below). However, changes in
natural gas prices could result in counterparties owing NW Natural money. Therefore, NW Natural's financial derivatives policy
requires counterparties to have at least an investment-grade credit rating at the time the derivative instrument is entered into and
specific limits on the contract amount and duration based on each counterparty’s credit rating. NW Natural actively monitors and
manages derivative credit exposure and places counterparties on hold for trading purposes or requires cash collateral, letters of
credit, or guarantees as circumstances warrant.
69
The following table summarizes NW Natural's overall financial swap and option credit exposure, based on estimated fair value,
and the corresponding counterparty credit ratings. The table uses credit ratings from S&P and Moody’s, reflecting the higher of
the S&P or Moody’s rating or a middle rating if the entity is split-rated with more than one rating level difference:
In millions
AA/Aa
A/A
Total
Financial Derivative Position by Credit Rating
Unrealized Fair Value Gain (Loss)
2019
2018
$
$
4.0
1.6
5.6
$
$
(6.3)
(1.5)
(7.8)
In most cases, NW Natural also mitigates the credit risk of financial derivatives by having master netting arrangements with
counterparties which provide for making or receiving net cash settlements. Generally, transactions of the same type in the same
currency that have settlement on the same day with a single counterparty are netted and a single payment is delivered or
received depending on which party is due funds.
Additionally, NW Natural has master contracts in place with each derivative counterparty, most of which include provisions for
posting or calling for collateral. Generally, NW Natural can obtain cash or marketable securities as collateral with one day’s
notice. Various collateral management strategies are used to reduce liquidity risk. The collateral provisions vary by counterparty
but are not expected to result in the significant posting of collateral, if any. NW Natural has performed stress tests on the portfolio
and concluded the liquidity risk from collateral calls is not material. Derivative credit exposure is primarily with investment grade
counterparties rated AA-/Aa3 or higher. Contracts are diversified across counterparties, business types and countries to reduce
credit and liquidity risk.
At December 31, 2019, financial derivative credit risk on a volumetric basis was geographically concentrated 38% in the United
States and 62% in Canada, based on counterparties' location. At December 31, 2018, financial derivative credit risk on a
volumetric basis was geographically concentrated 33% in the United States and 67% in Canada with our counterparties.
Credit Exposure to Insurance Companies
Credit exposure to insurance companies for loss or damage claims could be material. NW Holdings and NW Natural regularly
monitor the financial condition of insurance companies who provide general liability insurance policy coverage to NW Holdings,
NW Natural, their predecessors, and their subsidiaries.
Weather Risk
NW Natural has a weather normalization mechanism in Oregon; however, it is exposed to weather risk primarily from NGD
business operations. A large percentage of NGD margin is volume driven, and current rates are based on an assumption of
average weather. NW Natural's weather normalization mechanism in Oregon is for residential and commercial customers, which
is intended to stabilize the recovery of NGD business fixed costs and reduce fluctuations in customers’ bills due to colder or
warmer than average weather. Customers in Oregon are allowed to opt out of the weather normalization mechanism. As of
December 31, 2019, approximately 8% of Oregon customers had opted out. In addition to the Oregon customers opting out,
Washington residential and commercial customers account for approximately 11% of our total customer base and are not
covered by weather normalization. The combination of Oregon and Washington customers not covered by a weather
normalization mechanism is 18% of all residential and commercial customers. See "Results of Operations—Regulatory Matters
—Rate Mechanisms—WARM" above.
70
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
TABLE OF CONTENTS
1.
2.
3.
4.
5.
Management's Reports on Internal Control Over Financial Reporting
Reports of Independent Registered Public Accounting Firm
Consolidated Financial Statements:
Consolidated Statements of Comprehensive Income (Loss) of Northwest Natural Holding Company for the
Years Ended December 31, 2019, 2018, and 2017
Consolidated Balance Sheets of Northwest Natural Holding Company at December 31, 2019 and 2018
Consolidated Statements of Shareholders’ Equity of Northwest Natural Holding Company for the Years Ended
December 31, 2019, 2018, and 2017
Consolidated Statements of Cash Flows of Northwest Natural Holding Company for the Years Ended
December 31, 2019, 2018, and 2017
Consolidated Statements of Comprehensive Income (Loss) of Northwest Natural Gas Company for the Years
Ended December 31, 2019, 2018, and 2017
Consolidated Balance Sheets of Northwest Natural Gas Company at December 31, 2019 and 2018
Consolidated Statements of Shareholder's Equity of Northwest Natural Gas Company for the Years Ended
December 31, 2019, 2018, and 2017
Consolidated Statements of Cash Flows of Northwest Natural Gas Company for the Years Ended December
31, 2019, 2018, and 2017
Notes to Consolidated Financial Statements
Quarterly Financial Information
Supplementary Data for the Years Ended December 31, 2019, 2018, and 2017:
Financial Statement Schedules
Schedule I - Condensed Financial Information of Northwest Natural Holding Company at December 31, 2019
and 2018, and for the Years Ended December 31, 2019 and 2018
Schedule II – Valuation and Qualifying Accounts and Reserves of Northwest Natural Holding Company and
Northwest Natural Gas Company for the Years Ended December 31, 2019, 2018, and 2017
Page
72
74
77
78
80
81
83
84
86
87
88
133
135
139
Supplemental Schedules Omitted
All other schedules are omitted because of the absence of the conditions under which they are required or because the required
information is included elsewhere in the financial statements.
71
NW HOLDINGS MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
NW Holdings management is responsible for establishing and maintaining adequate internal control over financial reporting as
defined in Rules 13a-15(f) or 15d-15(f) under the Securities Exchange Act of 1934, as amended. NW Holdings' internal control
over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the
United States of America (U.S. GAAP). NW Holdings' internal control over financial reporting includes those policies and
procedures that:
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
involving company assets;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in
accordance with U.S. GAAP, and that receipts and expenditures are being made only in accordance with authorizations of
management and the NW Holdings Board of Directors; and
(iii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use, or disposition of
NW Holdings' assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements or fraud.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
NW Holdings management assessed the effectiveness of NW Holdings' internal control over financial reporting as of
December 31, 2019. In making this assessment, NW Holdings management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).
Based on NW Holdings management's assessment and those criteria, NW Holdings management has concluded that it
maintained effective internal control over financial reporting as of December 31, 2019.
The effectiveness of internal control over financial reporting as of December 31, 2019 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in this
annual report.
/s/ David H. Anderson
David H. Anderson
President and Chief Executive Officer
/s/ Frank H. Burkhartsmeyer
Frank H. Burkhartsmeyer
Senior Vice President and Chief Financial Officer
March 2, 2020
72
NW NATURAL MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
NW Natural management is responsible for establishing and maintaining adequate internal control over financial reporting as
defined in Rules 13a-15(f) or 15d-15(f) under the Securities Exchange Act of 1934, as amended. NW Natural's internal control
over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the
United States of America (U.S. GAAP). NW Natural's internal control over financial reporting includes those policies and
procedures that:
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
involving company assets;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in
accordance with U.S. GAAP, and that receipts and expenditures are being made only in accordance with authorizations of
management and the NW Natural Board of Directors; and
(iii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use, or disposition of
NW Natural's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements or fraud.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
NW Natural management assessed the effectiveness of NW Natural's internal control over financial reporting as of
December 31, 2019. In making this assessment, NW Natural management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).
Based on NW Natural management's assessment and those criteria, NW Natural management has concluded that it maintained
effective internal control over financial reporting as of December 31, 2019.
/s/ David H. Anderson
David H. Anderson
President and Chief Executive Officer
/s/ Frank H. Burkhartsmeyer
Frank H. Burkhartsmeyer
Senior Vice President and Chief Financial Officer
March 2, 2020
73
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Northwest Natural Holding Company:
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Northwest Natural Holding Company and its subsidiaries
(the “Company”) as of December 31, 2019 and 2018, and the related consolidated statements of comprehensive income (loss),
of shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2019, including the
related notes and financial statement schedules listed in the accompanying index (collectively referred to as the “consolidated
financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2019,
based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 2019 in conformity with accounting principles generally accepted in the United States of
America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting
as of December 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for
leases in 2019.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control
over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the
accompanying NW Holdings’ Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express
opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting
based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material
respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement
of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control
over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We
believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
74
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial
statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or
disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate
opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Accounting for the Effects of Regulatory Matters
As described in Note 2 to the consolidated financial statements, the Company has operations that are subject to the actions of
regulators where rates are designed to recover specific costs of providing regulatory services, which requires the Company to
record regulatory assets and liabilities. As of December 31, 2019, there were $385.1 million of regulatory assets and $670.4
million of regulatory liabilities. The Company’s Natural Gas Distribution segment is regulated by the Oregon Public Utility
Commission and Washington Utilities and Transportation Commission, which establish the rates and rules governing services
provided to customers, and, to a certain extent, set forth special accounting treatment for certain regulatory transactions.
Regulatory accounting requires management to account for deferred expenses (or deferred revenues) as regulatory assets (or
regulatory liabilities) on the balance sheet. When the recovery of these regulatory assets from, or refund of regulatory liabilities
to, customers is approved, management recognizes the expense or revenue on the income statement at the same time the
adjustment to amounts included in rates charged to customers.
The principal considerations for our determination that performing procedures relating to the Company’s accounting for the
effects of regulatory matters is a critical audit matter are there was a significant amount of judgment by management in
assessing the potential outcomes and related accounting impacts associated with the ongoing accounting application of
regulated operations, including alternative revenue programs, deferral and amortization accounting, and the results of earnings
tests. This in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit
evidence obtained related to the recovery of regulatory assets and the settlement of regulatory liabilities.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to
management’s assessment of regulatory proceedings and the ongoing accounting application of regulated operations, including
alternative revenue programs, deferral and amortization accounting, and the results of earnings tests, and including the
probability of recovering incurred costs and related accounting and disclosure impacts. These procedures also included, among
others, evaluating (i) the reasonableness of management’s assessment regarding the probability of recovery of regulatory assets
and settlement of regulatory liabilities, and (ii) the sufficiency of the disclosures in the consolidated financial statements. Testing
the regulatory assets and liabilities and ongoing accounting application of regulated operations involved considering the
provisions and formulas outlined in rate orders, other regulatory correspondence, and application of relevant regulatory
precedents.
Valuation of Acquired Tangible Assets for Sunriver Environmental, LLC
As described in Note 15 to the consolidated financial statements, in May 2019 the Company completed the acquisition of
Sunriver Water, LLC and Sunriver Environmental, LLC for cash consideration of $55.0 million, subject to closing adjustments,
which resulted in $14.0 million of tangible assets being recorded. The Sunriver acquisition met the criteria of a business
combination, and as such a preliminary allocation of the consideration to the acquired assets based on their estimated fair value
as of the acquisition date was performed. The fair value determination was made using existing regulatory conditions for assets
associated with Sunriver Water, LLC as well as existing market conditions and standard valuation approaches for assets
associated with Sunriver Environmental, LLC in order to allocate value as determined by an independent third party assessor for
certain assets, which involved the use of management judgment in determining the significant estimates and assumptions used
by the assessor, with the remaining difference from the consideration transferred being recorded as goodwill.
The principal considerations for our determination that performing procedures relating to the valuation of acquired tangible
assets for Sunriver Environmental, LLC is a critical audit matter are (i) there was a high degree of auditor judgment and
subjectivity in applying procedures relating to the fair value measurement of tangible assets acquired due to the significant
amount of judgment by management when developing the estimate; (ii) significant audit effort was required in evaluating the
estimate of the appraisal values of the acquired assets; and (iii) the audit effort involved the use of professionals with specialized
skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to
business combination acquisition accounting, including controls over management’s valuation of the tangible assets, as well as
controls over the estimate of the appraisal values of the acquired property. These procedures also included, among others,
reading the purchase agreement and testing management’s process for estimating the fair value of the acquired tangible assets.
Professionals with specialized skill and knowledge were used to assist in the evaluation of management’s valuation method and
the reasonableness of the estimate of the appraisal values of the acquired assets.
/s/ PricewaterhouseCoopers LLP
Portland, Oregon
March 2, 2020
We have served as the Company’s auditor since 1997.
75
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholder of Northwest Natural Gas Company:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Northwest Natural Gas Company and its subsidiaries (the
“Company”) as of December 31, 2019 and 2018, and the related consolidated statements of comprehensive income (loss), of
shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2019, including the related
notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial
statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of
the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the three years
in the period ended December 31, 2019 in conformity with accounting principles generally accepted in the United States of
America.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for
leases in 2019.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with
the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to
the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an
understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of
the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Portland, Oregon
March 2, 2020
We have served as the Company’s auditor since 1997.
76
NORTHWEST NATURAL HOLDING COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Year Ended December 31,
2019
2018
2017
$ 746,372
$ 706,143
$ 755,038
254,911
178,191
12,337
32,388
30,325
91,496
3,250
602,898
143,474
255,519
156,698
11,127
32,172
30,082
85,156
3,227
573,981
132,162
324,795
152,358
15,291
30,639
—
81,053
—
604,136
150,902
(22,836)
(3,601)
(295)
42,685
77,953
12,642
65,311
(3,576)
61,735
(2,655)
476
37,059
91,502
24,191
67,311
37,526
113,081
41,008
72,073
(2,742)
(127,696)
64,569
(55,623)
476
774
(2,059)
572
$
59,556
$
65,819
$ (57,110)
29,786
29,859
28,803
28,873
28,669
28,753
$
$
$
$
2.19
2.19
$
2.34
2.33
2.51
2.51
(0.12) $
(0.10) $
(0.12)
(0.09)
(4.45)
(4.44)
$
2.07
2.07
$
2.24
2.24
(1.94)
(1.93)
In thousands, except per share data
Operating revenues
Operating expenses:
Cost of gas
Operations and maintenance
Environmental remediation
General taxes
Revenue taxes
Depreciation and amortization
Other operating expenses
Total operating expenses
Income from operations
Other income (expense), net
Interest expense, net
Income before income taxes
Income tax expense
Net income from continuing operations
Loss from discontinued operations, net of tax
Net income (loss)
Other comprehensive income (loss):
Change in employee benefit plan liability, net of taxes of $956 for 2019, ($166) for
2018, and $735 for 2017
Amortization of non-qualified employee benefit plan liability, net of taxes of ($172)
for 2019, ($278) for 2018, and ($374) for 2017
Comprehensive income (loss)
Average common shares outstanding:
Basic
Diluted
Earnings from continuing operations per share of common stock:
Basic
Diluted
Loss from discontinued operations per share of common stock:
Basic
Diluted
Earnings (loss) per share of common stock:
Basic
Diluted
See Notes to Consolidated Financial Statements
77
NORTHWEST NATURAL HOLDING COMPANY
CONSOLIDATED BALANCE SHEETS
In thousands
Assets:
Current assets:
Cash and cash equivalents
Accounts receivable
Accrued unbilled revenue
Allowance for uncollectible accounts
Regulatory assets
Derivative instruments
Inventories
Gas reserves
Income taxes receivable
Other current assets
Discontinued operations - current assets
Total current assets
Non-current assets:
Property, plant, and equipment
Less: Accumulated depreciation
Total property, plant, and equipment, net
Gas reserves
Regulatory assets
Derivative instruments
Other investments
Operating lease right of use asset
Assets under sales-type leases
Goodwill
Other non-current assets
Total non-current assets
Total assets
As of December 31,
2019
2018
$
9,648
$
67,137
56,192
(673)
41,929
6,802
43,985
15,278
256
38,004
15,134
12,633
66,970
57,827
(977)
41,930
9,001
44,149
16,647
6,000
28,472
13,269
293,692
295,921
3,476,746
1,037,847
2,438,899
48,394
343,146
3,337
63,333
2,950
146,310
49,929
38,464
3,414,490
993,118
2,421,372
66,197
371,786
725
63,558
—
—
8,954
14,149
3,134,762
2,946,741
$
3,428,454
$
3,242,662
See Notes to Consolidated Financial Statements
78
NORTHWEST NATURAL HOLDING COMPANY
CONSOLIDATED BALANCE SHEETS
In thousands
Liabilities and equity:
Current liabilities:
Short-term debt
Current maturities of long-term debt
Accounts payable
Taxes accrued
Interest accrued
Regulatory liabilities
Derivative instruments
Operating lease liabilities
Other current liabilities
Discontinued operations - current liabilities
Total current liabilities
Long-term debt
Deferred credits and other non-current liabilities:
Deferred tax liabilities
Regulatory liabilities
Pension and other postretirement benefit liabilities
Derivative instruments
Operating lease liabilities
Other non-current liabilities
Total deferred credits and other non-current liabilities
Commitments and contingencies (see Note 17 and Note 18)
Equity:
Common stock - no par value; authorized 100,000 shares; issued and outstanding 30,472
and 28,880 at December 31, 2019 and 2018, respectively
Retained earnings
Accumulated other comprehensive loss
Total equity
Total liabilities and equity
See Notes to Consolidated Financial Statements
As of December 31,
2019
2018
$
149,100
$
217,620
75,109
113,370
11,971
7,451
44,657
2,000
2,101
62,705
13,709
482,173
805,955
295,643
625,717
228,129
609
841
29,989
115,878
11,023
7,306
47,436
12,381
—
54,492
12,959
509,084
706,247
280,463
611,560
221,886
3,025
—
123,388
147,763
1,274,327
1,264,697
558,282
318,450
(10,733)
865,999
457,640
312,182
(7,188)
762,634
$
3,428,454
$
3,242,662
79
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NORTHWEST NATURAL HOLDING COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
In thousands
Balance at December 31, 2016
Comprehensive income (loss)
Dividends on common stock, $1.88 per share
Stock-based compensation
Shares issued pursuant to equity based plans
Balance at December 31, 2017
Comprehensive income
Dividends on common stock, $1.89 per share
Stock-based compensation
Shares issued pursuant to equity based plans
Cash purchase of shares for business combination
Value of shares transferred for business combination
Balance at December 31, 2018
Comprehensive income (loss)
Dividends on common stock, $1.90 per share
Stock-based compensation
Shares issued pursuant to equity based plans
Issuance of common stock, net of issuance costs
Reclassification of tax effects from the TCJA
Common
Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total
Equity
$
445,187
$
412,261
$
(6,951) $
850,497
—
—
(55,623)
(54,289)
2,882
796
448,865
—
—
3,020
5,175
(7,945)
8,525
457,640
—
—
2,601
5,085
92,956
—
—
—
302,349
64,569
(54,736)
—
—
—
—
312,182
61,735
(56,833)
—
—
—
(1,487)
—
—
—
(8,438)
1,250
—
—
—
—
—
(7,188)
(2,179)
—
—
—
—
(57,110)
(54,289)
2,882
796
742,776
65,819
(54,736)
3,020
5,175
(7,945)
8,525
762,634
59,556
(56,833)
2,601
5,085
92,956
—
1,366
(1,366)
Balance at December 31, 2019
$
558,282
$
318,450
$
(10,733) $
865,999
See Notes to Consolidated Financial Statements
80
NORTHWEST NATURAL HOLDING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
In thousands
Operating activities:
Net income (loss)
Adjustments to reconcile net income (loss) to cash provided by operations:
Depreciation and amortization
Regulatory amortization of gas reserves
Deferred income taxes
Qualified defined benefit pension plan expense
Contributions to qualified defined benefit pension plans
Deferred environmental expenditures, net
Environmental remediation expense
Regulatory revenue deferral from the TCJA
Regulatory disallowance of pension costs
Other
Changes in assets and liabilities:
Receivables, net
Inventories
Income and other taxes
Accounts payable
Interest accrued
Deferred gas costs
Decoupling mechanism
Other, net
Discontinued operations
Cash provided by operating activities
Investing activities:
Capital expenditures
Acquisitions, net of cash acquired
Leasehold improvement expenditures
Other
Discontinued operations
Cash used in investing activities
Year Ended December 31,
2019
2018
2017
$ 61,735
$ 64,569
$ (55,623)
91,496
19,172
6,317
16,497
85,156
16,684
14,356
8,108
81,053
16,353
(52,414)
5,364
(10,970)
(15,540)
(19,430)
(16,226)
(14,528)
(13,716)
12,337
853
10,500
13,907
11,127
7,929
—
1,596
5,844
(5,969)
181
3,207
4,528
(16,904)
(16,485)
16,792
145
526
(23,471)
(14,395)
18,661
4,497
15,291
—
—
2,102
3,282
5,600
6,734
1,092
807
17,122
4,436
(4,285)
(3,945)
(8,529)
712
(645)
197,180
185,298
168,771
206,704
(223,471)
(214,636)
(213,325)
(56,786)
(18,812)
(2,885)
(1,827)
(873)
(4,415)
1,898
573
—
—
(577)
(270)
(303,781)
(217,453)
(214,172)
81
NORTHWEST NATURAL HOLDING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Financing activities:
Repurchases related to stock-based compensation
Proceeds from stock options exercised
Proceeds from common stock issued
Long-term debt issued
Long-term debt retired
Change in short-term debt
Cash dividend payments on common stock
Stock purchases related to acquisitions
Other
Cash provided by financing activities
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Supplemental disclosure of cash flow information:
Interest paid, net of capitalization
Income taxes paid (refunded)
See Notes to Consolidated Financial Statements
Year Ended December 31,
2019
2018
2017
—
2,015
92,956
—
1,546
—
(2,034)
4,819
—
175,000
50,000
100,000
(30,000)
(97,000)
(40,000)
(68,520)
163,274
900
(53,339)
(51,311)
(53,957)
—
(2,614)
(7,951)
(715)
115,498
57,843
(2,985)
12,633
9,161
3,472
$
9,648
$ 12,633
$
—
(2,309)
7,419
(49)
3,521
3,472
$ 41,231
$ 35,324
$ 34,787
(96)
27,370
14,780
82
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NORTHWEST NATURAL GAS COMPANY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
In thousands
Operating revenues
Operating expenses:
Cost of gas
Operations and maintenance
Environmental remediation
General taxes
Revenue taxes
Depreciation and amortization
Other operating expenses
Total operating expenses
Income from operations
Other income (expense), net
Interest expense, net
Income before income taxes
Income tax expense
Net income from continuing operations
Loss from discontinued operations, net of tax
Net income (loss)
Other comprehensive income (loss):
Year Ended December 31,
2019
2018
2017
$ 739,944
$ 705,571
$ 755,038
255,135
169,091
12,337
32,075
30,325
90,405
3,230
592,598
147,346
255,743
155,225
11,127
32,086
30,082
84,986
3,223
572,472
133,099
325,019
152,180
15,291
30,602
—
81,024
—
604,116
150,922
(22,968)
(3,599)
(198)
41,339
83,039
14,065
68,974
36,992
92,508
24,459
68,049
37,526
113,198
41,478
71,720
—
(1,723)
(127,343)
68,974
66,326
(55,623)
Change in employee benefit plan liability, net of taxes of $956 for 2019, ($166) for
2018, and $735 for 2017
Amortization of non-qualified employee benefit plan liability, net of taxes of ($172)
for 2019, ($278) for 2018, and ($374) for 2017
Comprehensive income (loss)
(2,655)
476
476
774
(2,059)
572
$
66,795
$
67,576
$ (57,110)
See Notes to Consolidated Financial Statements
83
NORTHWEST NATURAL GAS COMPANY
CONSOLIDATED BALANCE SHEETS
In thousands
Assets:
Current assets:
Cash and cash equivalents
Accounts receivable
Accrued unbilled revenue
Receivables from affiliates
Allowance for uncollectible accounts
Regulatory assets
Derivative instruments
Inventories
Gas reserves
Other current assets
Total current assets
Non-current assets:
Property, plant, and equipment
Less: Accumulated depreciation
Total property, plant, and equipment, net
Gas reserves
Regulatory assets
Derivative instruments
Other investments
Operating lease right of use asset
Assets under sales-type leases
Other non-current assets
Total non-current assets
Total assets
As of December 31,
2019
2018
$
5,919
$
66,823
56,139
787
(672)
41,929
6,802
43,896
15,278
33,258
7,947
66,824
57,773
4,166
(975)
41,930
9,001
44,126
16,647
25,347
270,159
272,786
3,456,075
1,036,593
2,419,482
48,394
343,146
3,337
49,837
2,760
146,310
38,062
3,410,439
992,855
2,417,584
66,197
371,786
725
49,922
—
—
13,736
3,051,328
2,919,950
$
3,321,487
$
3,192,736
See Notes to Consolidated Financial Statements
84
NORTHWEST NATURAL GAS COMPANY
CONSOLIDATED BALANCE SHEETS
In thousands
Liabilities and equity:
Current liabilities:
Short-term debt
Current maturities of long-term debt
Accounts payable
Payables to affiliates
Taxes accrued
Interest accrued
Regulatory liabilities
Derivative instruments
Operating lease liabilities
Other current liabilities
Total current liabilities
Long-term debt
Deferred credits and other non-current liabilities:
Deferred tax liabilities
Regulatory liabilities
Pension and other postretirement benefit liabilities
Derivative instruments
Operating lease liabilities
Other non-current liabilities
Total deferred credits and other non-current liabilities
Commitments and contingencies (see Note 17 and Note 18)
Equity:
Common stock
Retained earnings
Accumulated other comprehensive loss
Total equity
Total liabilities and equity
As of December 31,
2019
2018
$
125,100
$
217,500
74,907
111,641
1,546
11,717
7,441
44,657
2,000
1,979
61,438
442,426
769,081
309,297
625,717
228,129
609
772
29,989
114,937
523
10,990
7,273
47,436
12,381
—
53,027
494,056
704,134
294,739
611,560
221,886
3,025
—
123,260
147,668
1,287,784
1,278,878
319,557
513,372
(10,733)
822,196
226,452
496,404
(7,188)
715,668
$
3,321,487
$
3,192,736
See Notes to Consolidated Financial Statements
85
NORTHWEST NATURAL GAS COMPANY
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
In thousands
Common Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total
Equity
Balance at December 31, 2016
$
445,187
$
412,261
$
(6,951) $
850,497
Comprehensive income (loss)
Dividends on common stock
Stock-based compensation
Shares issued pursuant to equity based plans
Balance at December 31, 2017
Comprehensive income
Dividends on common stock
Stock-based compensation(1)
Shares issued pursuant to equity based plans(1)
Transfer of investments to NW Holdings as of
October 1, 2018
Balance at December 31, 2018
Comprehensive income (loss)
Dividends on common stock
Capital contribution from parent
Reclassification of tax effects from the TCJA
—
—
2,882
796
448,865
—
—
2,161
3,075
(227,649)
226,452
—
—
93,105
—
(55,623)
(54,289)
—
—
302,349
66,326
(41,035)
—
—
168,764
496,404
68,974
(53,372)
—
1,366
(1,487)
—
—
—
(8,438)
1,250
—
—
—
—
(7,188)
(2,179)
—
—
(1,366)
(57,110)
(54,289)
2,882
796
742,776
67,576
(41,035)
2,161
3,075
(58,885)
715,668
66,795
(53,372)
93,105
—
Balance at December 31, 2019
$
319,557
$
513,372
$
(10,733) $
822,196
(1) Stock-based compensation is based on stock awards of NW Natural to be issued in shares of NW Holdings.
See Notes to Consolidated Financial Statements
86
NORTHWEST NATURAL GAS COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
In thousands
Operating activities:
Net income (loss)
Adjustments to reconcile net income (loss) to cash provided by operations:
Depreciation and amortization
Regulatory amortization of gas reserves
Deferred income taxes
Qualified defined benefit pension plan expense
Contributions to qualified defined benefit pension plans
Deferred environmental expenditures, net
Environmental remediation expense
Regulatory revenue deferral from the TCJA
Regulatory disallowance of pension costs
Other
Changes in assets and liabilities:
Receivables, net
Inventories
Income and other taxes
Accounts payable
Interest accrued
Deferred gas costs
Decoupling mechanism
Other, net
Discontinued operations
Cash provided by operating activities
Investing activities:
Capital expenditures
Leasehold improvement expenditures
Other
Discontinued operations
Cash used in investing activities
Financing activities:
Repurchases related to stock-based compensation
Proceeds from stock options exercised
Long-term debt issued
Long-term debt retired
Change in short-term debt
Cash contributions received from parent
Cash dividend payments on common stock
Other
Discontinued operations
Cash provided by financing activities
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Supplemental disclosure of cash flow information:
Interest paid, net of capitalization
Income taxes paid (refunded)
See Notes to Consolidated Financial Statements
87
Year Ended December 31,
2019
2018
2017
$ 68,974
$ 66,326
$ (55,623)
90,405
19,172
4,046
16,497
(10,970)
(16,226)
12,337
853
10,500
12,317
9,264
(5,990)
496
(18,548)
168
(23,471)
18,661
(2,309)
—
186,176
84,986
16,684
12,330
8,108
(15,540)
(14,528)
11,127
7,929
—
883
(3,920)
3,212
(7,854)
13,937
500
(14,395)
4,497
(3,958)
3,184
173,508
81,024
16,353
15,894
5,364
(19,430)
(13,716)
15,291
—
—
2,003
3,215
5,601
6,730
3,332
807
17,122
4,436
(8,291)
126,371
206,483
(221,380)
(18,812)
(2,885)
—
(243,077)
(214,328)
(4,415)
898
(20,617)
(238,462)
(213,325)
—
(577)
(270)
(214,172)
—
—
140,000
(30,000)
(92,400)
93,155
(53,372)
(2,510)
—
54,873
(2,028)
7,947
5,919
—
1,368
50,000
(97,000)
163,300
—
(38,387)
(1,539)
(7,951)
69,791
4,837
3,110
7,947
$
$
(2,034)
4,819
100,000
(40,000)
900
—
(53,957)
(2,309)
—
7,419
(270)
3,380
3,110
$
$ 39,927
2,479
$ 35,305
27,350
$ 34,787
14,780
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND PRINCIPLES OF CONSOLIDATION
On October 1, 2018, we completed a reorganization into a holding company structure. In this reorganization, shareholders of NW
Natural (the predecessor publicly held parent company) became shareholders of NW Holdings on a one-for-one basis;
maintaining the same number of shares and ownership percentage as held in NW Natural immediately prior to the
reorganization. NW Natural became a wholly-owned subsidiary of NW Holdings. Additionally, certain subsidiaries of NW Natural
were transferred to NW Holdings. This reorganization was accounted for as a transaction among entities under common control.
As required under accounting guidance, these subsidiaries are presented in this report as discontinued operations in the
consolidated results of NW Natural. See Note 19 for additional information.
The accompanying consolidated financial statements represent the respective, consolidated financial results of NW Holdings and
NW Natural and all respective companies that each registrant directly or indirectly controls, either through majority ownership or
otherwise. This is a combined report of NW Holdings and NW Natural, which includes separate consolidated financial statements
for each registrant.
NW Natural's regulated natural gas distribution activities are reported in the natural gas distribution (NGD) segment. The NGD
segment is NW Natural's core operating business and serves residential, commercial, and industrial customers in Oregon and
southwest Washington. The NGD segment is the only reportable segment for NW Holdings and NW Natural. All other activities,
water businesses, and other investments are aggregated and reported as other at their respective registrant.
In addition, NW Holdings has reported discontinued operations results related to the pending sale of Gill Ranch Storage, LLC
(Gill Ranch). All prior period amounts have been retrospectively adjusted to reflect this change both in operational results and
reportable segments for NW Holdings and NW Natural, respectively. These reclassifications and the reorganization activities
described above had no effect on the prior year’s consolidated results of operations, financial condition, or cash flows. See Note
19 for additional information.
NW Holdings' direct and indirect wholly-owned subsidiaries as of the filing date of this report include:
• Northwest Natural Gas Company (NW Natural);
• Northwest Energy Corporation (Energy Corp);
• NWN Gas Reserves LLC (NWN Gas Reserves);
• NW Natural Energy, LLC (NWN Energy);
• NW Natural Gas Storage, LLC (NWN Gas Storage);
• Gill Ranch Storage, LLC (Gill Ranch), which is presented as a discontinued operation;
• NNG Financial Corporation (NNG Financial);
• KB Pipeline Company (KB);
• NW Natural Water Company, LLC (NWN Water);
Falls Water Co., Inc. (Falls Water);
•
• Salmon Valley Water Company;
• NW Natural Water of Oregon, LLC (NWN Water of Oregon);
• Sunstone Water, LLC;
• Sunstone Infrastructure, LLC;
• Sunriver Water, LLC (Sunriver Water);
• Sunriver Environmental, LLC (Sunriver Environmental);
• NW Natural Water of Washington, LLC (NWN Water of Washington);
• Cascadia Water, LLC (Cascadia Water);
• Cascadia Infrastructure, LLC;
Suncadia Water Company, LLC (Suncadia Water);
Suncadia Environmental Company, LLC (Suncadia Environmental);
• NW Natural Water of Idaho, LLC (NWN Water of Idaho);
• Gem State Water Company, LLC (Gem State Water);
• Gem State Infrastructure, LLC; and
• NW Natural Water of Texas, LLC (NWN Water of Texas);
• Blue Topaz Water, LLC; and
• Blue Topaz Infrastructure, LLC.
88
Investments in corporate joint ventures and partnerships that NW Holdings does not directly or indirectly control, and for which it
is not the primary beneficiary, include NNG Financial's investment in Kelso-Beaver Pipeline and NWN Energy's investment in
Trail West Holdings, LLC (TWH), which are accounted for under the equity method. NW Holdings and its direct and indirect
subsidiaries are collectively referred to herein as NW Holdings, and NW Natural and its direct and indirect subsidiaries are
collectively referred to herein as NW Natural. The consolidated financial statements of NW Holdings and NW Natural are
presented after elimination of all intercompany balances and transactions.
During the second quarter of 2018, we moved forward with our long-term strategic plans, which include a shift away from the
California gas storage business. In June 2018, NWN Gas Storage, a wholly-owned subsidiary of NW Natural at the time and now
a wholly-owned subsidiary of NW Holdings, entered into a Purchase and Sale Agreement that provides for the sale of all of the
membership interests in its wholly-owned subsidiary, Gill Ranch. We received regulatory approval for the sale in December 2019.
We have concluded that the pending sale of Gill Ranch qualifies as assets and liabilities held for sale and discontinued
operations. As such, the results of Gill Ranch have been presented as a discontinued operation for NW Holdings for all periods
presented and for NW Natural up until the holding company reorganization was effective on October 1, 2018 on the consolidated
statements of comprehensive income and cash flows, and the assets and liabilities associated with Gill Ranch have been
classified as discontinued operations assets and liabilities on the NW Holdings consolidated balance sheet. See Note 19 for
additional information. Additionally, we reevaluated reportable segments and concluded that the remaining gas storage activities
no longer met the requirements to be separately reported as a segment. Interstate Storage Services is now reported in Other
under NW Natural and NW Holdings as applicable, and all prior periods reflect this change. See Note 4, which provides segment
information.
Notes to the consolidated financial statements reflect the activity of continuing operations for both NW Holdings and NW Natural
for all periods presented, unless otherwise noted.
2. SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of
America (U.S. GAAP) requires management to make estimates and assumptions that affect reported amounts in the consolidated
financial statements and accompanying notes. Actual amounts could differ from those estimates, and changes would most likely
be reported in future periods. Management believes the estimates and assumptions used are reasonable.
Industry Regulation
NW Holdings' principal business is to operate as a holding company for NW Natural and its other subsidiaries.
NW Natural's principal business is the distribution of natural gas, which is regulated by the OPUC and WUTC. NW Natural also
has natural gas storage services, which are regulated by the FERC, and to a certain extent by the OPUC and WUTC. Additionally,
certain of NW Holdings' subsidiaries own water businesses, which are regulated by the public utility commission in the state in
which the water utility is located, which is currently Oregon, Washington and Idaho. Accounting records and practices of the
regulated businesses conform to the requirements and uniform system of accounts prescribed by these regulatory authorities in
accordance with U.S. GAAP. The businesses in which customer rates are regulated by the OPUC, WUTC, IPUC, and FERC have
approved cost-based rates which are intended to allow such businesses to earn a reasonable return on invested capital.
In applying regulatory accounting principles, NW Holdings and NW Natural capitalize or defer certain costs and revenues as
regulatory assets and liabilities pursuant to orders of the applicable state public utility commission, which provide for the recovery
of revenues or expenses from, or refunds to, utility customers in future periods, including a return or a carrying charge in certain
cases.
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Amounts NW Natural deferred as regulatory assets and liabilities were as follows:
In thousands
Current:
Unrealized loss on derivatives(1)
Gas costs
Environmental costs(2)
Decoupling(3)
Pension balancing(4)
Income taxes
Other(5)
Total current
Non-current:
Unrealized loss on derivatives(1)
Pension balancing(4)
Income taxes
Pension and other postretirement benefit liabilities
Environmental costs(2)
Gas costs
Decoupling(3)
Other(5)
Total non-current
In thousands
Current:
Gas costs
Unrealized gain on derivatives(1)
Decoupling(3)
Income taxes(6)
Other(5)
Total current
Non-current:
Gas costs
Unrealized gain on derivatives(1)
Decoupling(3)
Income taxes(6)
Accrued asset removal costs(7)
Other(5)
Regulatory Assets
2019
2018
$
2,000
$
12,381
20,140
4,762
1,969
5,939
2,209
4,910
2,873
5,601
9,140
—
2,218
9,717
$
$
41,929
$
41,930
609
$
48,251
17,173
173,262
87,624
2,866
—
13,361
3,025
74,173
19,185
174,993
76,149
9,978
2,545
11,738
$
343,146
$
371,786
Regulatory Liabilities
2019
2018
$
1,223
$
17,182
6,622
4,831
8,435
23,546
$
$
44,657
$
2,013
$
3,337
6,378
198,219
401,893
13,877
8,740
2,264
—
19,250
47,436
552
725
—
225,408
380,464
4,411
Total non-current
(1) Unrealized gains or losses on derivatives are non-cash items and, therefore, do not earn a rate of return or a carrying charge. These
625,717
$
$
611,560
amounts are recoverable through natural gas distribution rates as part of the annual Purchased Gas Adjustment (PGA) mechanism when
realized at settlement.
(2) Refer to the Environmental Cost Deferral and Recovery table in Note 18 for a description of environmental costs.
(3)
This deferral represents the margin adjustment resulting from differences between actual and expected volumes.
(4) Refer to Note 10 for information regarding the deferral of pension expenses.
(5) Balances consist of deferrals and amortizations under approved regulatory mechanisms and typically earn a rate of return or carrying charge.
(6)
(7) Estimated costs of removal on certain regulated properties are collected through rates. See "Accounting Policies—Plant, Property, and
This balance represents estimated amounts associated with the Tax Cuts and Jobs Act. See Note 11.
Accrued Asset Removal Costs" below.
The amortization period for NW Natural's regulatory assets and liabilities ranges from less than one year to an indeterminable
period. Regulatory deferrals for gas costs payable are generally amortized over 12 months beginning each November 1 following
the gas contract year during which the deferred gas costs are recorded. Similarly, most other regulatory deferred accounts are
amortized over 12 months. However, certain regulatory account balances, such as income taxes, environmental costs, pension
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liabilities, and accrued asset removal costs, are large and tend to be amortized over longer periods once NW Natural has agreed
upon an amortization period with the respective regulatory agency.
We believe all costs incurred and deferred at December 31, 2019 are prudent. All regulatory assets and liabilities are reviewed
annually for recoverability, or more often if circumstances warrant. If we should determine that all or a portion of these regulatory
assets or liabilities no longer meet the criteria for continued application of regulatory accounting, then NW Natural would be
required to write-off the net unrecoverable balances in the period such determination is made.
Regulatory interest income of $19.6 million and $7.6 million and regulatory interest expense of $12.3 million and $5.9 million was
recognized within other income (expense), net for the years ended December 31, 2019 and 2018, respectively.
Environmental Regulatory Accounting
See Note 18 for information about the SRRM and OPUC orders regarding implementation.
New Accounting Standards
NW Natural and NW Holdings consider the applicability and impact of all accounting standards updates (ASUs) issued by the
Financial Accounting Standards Board (FASB). ASUs not listed below were assessed and determined to be either not applicable
or are expected to have minimal impact on consolidated financial position or results of operations.
Recently Adopted Accounting Pronouncements
ACCUMULATED OTHER COMPREHENSIVE INCOME. On February 14, 2018, the FASB issued ASU 2018-02, "Income
Statement—Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive
Income." This update was issued in response to concerns from certain stakeholders regarding the current requirements under
U.S. GAAP that deferred tax assets and liabilities are adjusted for a change in tax laws or rates, and the effect is to be included in
income from continuing operations in the period of the enactment date. This requirement is also applicable to items in
accumulated other comprehensive income where the related tax effects were originally recognized in other comprehensive
income. The adjustment of deferred taxes due to the new corporate income tax rate enacted through the Tax Cuts and Jobs Act
(TCJA) on December 22, 2017 recognized in income from continuing operations causes the tax effects of items within
accumulated other comprehensive income (referred to as stranded tax effects) to not reflect the appropriate tax rate. The
amendments in this update allow but do not require a reclassification from accumulated other comprehensive income to retained
earnings for stranded tax effects resulting from the TCJA and require certain disclosures about stranded tax effects. NW Natural
adopted and applied the standard in the first quarter of 2019. NW Natural elected to reclassify the stranded tax effects of the TCJA
of $1.4 million from accumulated other comprehensive loss to retained earnings in the period of adoption. Going forward, our
policy is that, in the event that regulation changes result in stranded tax effects, such amounts will be reclassified from
accumulated other comprehensive income (loss) to retained earnings in the final period that the related deferred tax balance
remeasurement is expected to impact income from continuing operations.
DERIVATIVES AND HEDGING. On August 28, 2017, the FASB issued ASU 2017-12, "Derivatives and Hedging: Targeted
Improvements to Accounting for Hedging Activities." The purpose of the amendment is to more closely align hedge accounting
with companies’ risk management strategies. The ASU amends the accounting for risk component hedging, the hedged item in
fair value hedges of interest rate risk, and amounts excluded from the assessment of hedge effectiveness. The guidance also
amends the recognition and presentation of the effect of hedging instruments and includes other simplifications of hedge
accounting. The amendments in this update were effective beginning January 1, 2019 and were applied prospectively to hedging
instruments. The adoption did not have an impact on the financial statements or disclosures of NW Holdings or NW Natural.
GOODWILL. On January 26, 2017, the FASB issued ASU 2017-04, "Simplifying the Test for Goodwill Impairment." The ASU
removes Step 2 from the goodwill impairment test and under the amended guidance an entity should perform its annual goodwill
impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for
the amount in which the carrying amounts exceed the fair value of the reporting unit. The amendments in this standard are
effective for us beginning January 1, 2020 and early adoption is permitted for interim or annual goodwill impairment tests
performed after January 1, 2017. NW Natural early adopted ASU 2017-04 in the quarter ended September 30, 2018. The
adoption of this ASU did not materially affect the financial statements and disclosures of NW Holdings or NW Natural.
LEASES. On February 25, 2016, the FASB issued ASU 2016-02, "Leases," which revises the existing lease accounting guidance.
Pursuant to the new standard (“ASC 842”), lessees are required to recognize all leases, including operating leases that are
greater than 12 months at lease commencement, on the balance sheet and record corresponding right of use assets and lease
liabilities. Lessor accounting will remain substantially the same under the new standard. Quantitative and qualitative disclosures
are also required for users of the financial statements to have a clear understanding of the nature of our leasing activities.
We elected the alternative prospective transition approach for adoption beginning January 1, 2019. All comparative periods prior
to January 1, 2019 will retain the financial reporting and disclosure requirements of ASC 840 “Leases” (“ASC 840”). There was no
cumulative effect adjustment to the opening balance of retained earnings recorded as of January 1, 2019 for adoption as there
were no initial direct costs or other capitalized costs related to the legacy leases that needed to be derecognized upon adoption of
ASC 842.
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We elected the land easement optional practical expedient to not evaluate existing or expired land easements that were not
previously accounted for as leases under the ASC 840 lease guidance. For the existing lease portfolio, we did not elect the
optional practical expedient package to retain the legacy lease accounting conclusions upon adoption; we re-assessed our
existing contracts under the new leasing standard including whether the contract meets the definition of a lease and lease
classification. As a result, we determined that most of our underground gas storage contracts no longer meet the definition of a
lease under the new lease standard.
In October 2017, NW Natural entered into a 20-year operating lease agreement commencing in 2020 for a new corporate
operations center location in Portland, Oregon. The lease was analyzed under ASC 840 in consideration of build-to-suit lease
accounting guidance with the conclusion that NW Natural was the owner of the asset during construction for accounting purposes.
Under the new lease standard, ASC 842, NW Natural is no longer considered the owner of the asset during construction for
accounting purposes. As such, in January 2019 we derecognized the build-to-suit asset and liability balances of $26.0 million as
of December 31, 2018 that were previously recorded within property, plant and equipment and other non-current liabilities in the
consolidated balance sheet.
Upon adoption on January 1, 2019, NW Holdings recorded an operating lease right of use asset and an associated operating
lease liability of approximately $7.3 million, of which $7.0 million was recorded at NW Natural. Lease liabilities are measured using
NW Natural's incremental borrowing rate based on information available at the lease commencement date in determining the
present value of lease payments. As of December 31, 2019, our lessee portfolio under the new standard consists primarily of our
current leased corporate operations center, which expires in 2020. Our lessor portfolio primarily consists of our North Mist Facility
which classified as a sales-type lease. See Note 7 for more information.
CLOUD COMPUTING. On August 29, 2018, the FASB issued ASU 2018-15, "Customer’s Accounting for Implementation Costs
Incurred in a Cloud Computing Arrangement That Is a Service Contract." The purpose of the amendment is to align the
requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the
requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The amendments in this
update are effective for us beginning January 1, 2020. Early adoption is permitted, and NW Holdings and NW Natural early
adopted ASU 2018-15 in the quarter ended March 31, 2019 utilizing the prospective application methodology. The adoption of this
ASU did not materially affect the financial statements and disclosures of NW Holdings or NW Natural.
Recently Issued Accounting Pronouncements
INCOME TAXES. On December 18, 2019, the FASB issued ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting
for Income Taxes." The purpose of the amendment is to reduce cost and complexity related to accounting for income taxes by
removing certain exceptions to the general principles and improving consistent application for other areas in Topic 740. The
amendments in this update are effective for us beginning January 1, 2021. Early adoption is permitted. The amended presentation
and disclosure guidance should be applied retrospectively. We do not expect this ASU to materially affect the financial statements
and disclosures of NW Holdings or NW Natural.
RETIREMENT BENEFITS. On August 28, 2018, the FASB issued ASU 2018-14, "Changes to the Disclosure Requirements for
Defined Benefit Plans." The purpose of the amendment is to modify the disclosure requirements for defined benefit pension and
other postretirement plans. The amendments in this update are effective for us beginning January 1, 2020. Early adoption is
permitted. The amended presentation and disclosure guidance should be applied retrospectively. We do not expect this ASU to
materially affect the financial statements and disclosures of NW Holdings or NW Natural.
FAIR VALUE MEASUREMENT. On August 28, 2018, the FASB issued ASU 2018-13, "Changes to the Disclosure Requirements
for Fair Value Measurement." The purpose of the amendment is to modify the disclosure requirements for fair value
measurements. The amendments in this update are effective for us beginning January 1, 2020. Early adoption is permitted. The
amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used
to develop Level 3 fair value measurements and the narrative description of measurement uncertainty should be applied
prospectively. All other amendments should be applied retrospectively. NW Holdings and NW Natural do not have either Level 3
fair value measurements or transfers between Level 1 or Level 2 in their current portfolios, and therefore, we do not expect this
ASU to have an impact on the financial statements and disclosures of NW Holdings or NW Natural.
CREDIT LOSSES. On June 16, 2016, the FASB issued ASU 2016-13, "Measurement of Credit Losses on Financial Instruments,"
which applies to financial assets subject to credit losses and measured at amortized cost. The new standard will require financial
assets measured at amortized cost to be presented at the net amount expected to be collected and the allowance for credit losses
is to be recorded as a valuation account that is deducted from the amortized cost basis. The amendments in this update are
effective beginning January 1, 2020. Early adoption is permitted for fiscal years beginning after December 15, 2018. The majority
of NW Holdings' and NW Natural's financial assets are short-term in nature, such as trade receivables, and therefore, we do not
expect this ASU to materially affect our financial statements and disclosures.
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Accounting Policies
The accounting policies discussed below apply to both NW Holdings and NW Natural.
Plant, Property, and Accrued Asset Removal Costs
Plant and property are stated at cost, including capitalized labor, materials, and overhead. In accordance with regulatory
accounting standards, the cost of acquiring and constructing long-lived plant and property generally includes an allowance for
funds used during construction (AFUDC) or capitalized interest. AFUDC represents the regulatory financing cost incurred when
debt and equity funds are used for construction (see “AFUDC” below). When constructed assets are subject to market-based
rates rather than cost-based rates, the financing costs incurred during construction are included in capitalized interest in
accordance with U.S. GAAP, not as regulatory financing costs under AFUDC.
In accordance with long-standing regulatory treatment, our depreciation rates consist of three components: one based on the
average service life of the asset, a second based on the estimated salvage value of the asset, and a third based on the asset’s
estimated cost of removal. We collect, through rates, the estimated cost of removal on certain regulated properties through
depreciation expense, with a corresponding offset to accumulated depreciation. These removal costs are non-legal obligations as
defined by regulatory accounting guidance. Therefore, we have included these costs as non-current regulatory liabilities rather
than as accumulated depreciation on our consolidated balance sheets. In the rate setting process, the liability for removal costs is
treated as a reduction to the net rate base on which the NGD business has the opportunity to earn its allowed rate of return.
The costs of NGD plant retired or otherwise disposed of are removed from NGD plant and charged to accumulated depreciation
for recovery or refund through future rates. Gains from the sale of regulated assets are generally deferred and refunded to
customers. For assets not related to NGD, we record a gain or loss upon the disposal of the property, and the gain or loss is
recorded in operating income or loss in the consolidated statements of comprehensive income.
The provision for depreciation of NGD property, plant, and equipment is recorded under the group method on a straight-line basis
with rates computed in accordance with depreciation studies approved by regulatory authorities. The weighted-average
depreciation rate for NGD assets in service was approximately 2.9% for 2019, and 2.8% for 2018, and 2017, reflecting the
approximate weighted-average economic life of the property. This includes 2019 weighted-average depreciation rates for the
following asset categories: 2.6% for transmission and distribution plant, 2.2% for gas storage facilities, 5.7% for general plant, and
4.7% for intangible and other fixed assets.
AFUDC. Certain additions to NGD plant include AFUDC, which represents the net cost of debt and equity funds used during
construction. AFUDC is calculated using actual interest rates for debt and authorized rates for ROE, if applicable. If short-term
debt balances are less than the total balance of construction work in progress, then a composite AFUDC rate is used to represent
interest on all debt funds, shown as a reduction to interest charges, and on ROE funds, shown as other income. While cash is not
immediately recognized from recording AFUDC, it is realized in future years through rate recovery resulting from the higher NGD
cost of service. Our composite AFUDC rate was 3.9% in 2019, 5.2% in 2018, and 5.5% in 2017.
IMPAIRMENT OF LONG-LIVED ASSETS. We review the carrying value of long-lived assets whenever events or changes in
circumstances indicate the carrying amount of the assets may not be recoverable. Factors that would necessitate an impairment
assessment of long-lived assets include a significant adverse change in the extent or manner in which the asset is used, a
significant adverse change in legal factors or business climate that could affect the value of the asset, or a significant decline in
the observable market value or expected future cash flows of the asset, among others.
When such factors are present, we assess the recoverability by determining whether the carrying value of the asset will be
recovered through expected future cash flows. An asset is determined to be impaired when the carrying value of the asset
exceeds the expected undiscounted future cash flows from the use and eventual disposition of the asset. If an impairment is
indicated, we record an impairment loss for the difference between the carrying value and the fair value of the long-lived assets.
Fair value is estimated using appropriate valuation methodologies, which may include an estimate of discounted cash flows.
In the fourth quarter of 2017, a non-cash pre-tax impairment of long-lived assets at the Gill Ranch Facility of $192.5 million was
recognized. The income approach was used to estimate fair value, using the estimated future net cash flows. We also compared
the results of the income approach to our own recent sale experience and recent market comparable transactions in order to
estimate fair value. The Gill Ranch Facility was originally included in the gas storage segment, which has since been eliminated,
and is now included in discontinued operations. We determined circumstances existed that indicated the carrying value of the
assets may not be recoverable. Those circumstances included the completion of a comprehensive strategic review process that
evaluated various alternatives including a potential sale, as well as contracting for available storage at lower than anticipated
values for the coming storage year. Given these considerations, management re-evaluated the estimated cash flows from our
interests in the Gill Ranch Facility, and determined that those estimated cash flows were no longer sufficient to cover the carrying
value of the assets. The results of Gill Ranch have been presented as a discontinued operation for NW Holdings and NW Natural
on the consolidated statements of comprehensive income and cash flows, and the assets and liabilities associated with Gill Ranch
have been classified as discontinued operations assets and liabilities on the consolidated balance sheets. See Note 19 for
additional information.
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Cash and Cash Equivalents
For purposes of reporting cash flows, cash and cash equivalents include cash on hand plus highly liquid investment accounts with
original maturity dates of three months or less. At December 31, 2019 and 2018, NW Holdings had outstanding checks of
approximately $3.2 million and $2.7 million, respectively, substantially all of which is recorded at NW Natural. These balances are
included in accounts payable in the NW Holdings and NW Natural balance sheets.
Revenue Recognition and Accrued Unbilled Revenue
Revenues, derived primarily from the sale and transportation of natural gas, are recognized upon delivery of the gas commodity or
service to customers. Revenues include accruals for gas or water delivered but not yet billed to customers based on estimates of
deliveries from meter reading dates to month end (accrued unbilled revenue). Accrued unbilled revenue is dependent upon a
number of factors that require management’s judgment, including total natural gas receipts and deliveries, customer use of natural
gas or water by billing cycle, and weather factors. Accrued unbilled revenue is reversed the following month when actual billings
occur. NW Holdings' accrued unbilled revenue at December 31, 2019 and 2018 was $56.2 million and $57.8 million respectively,
substantially all of which is accrued unbilled revenue at NW Natural.
Revenues not related to NGD are derived primarily from Interstate Storage Services, asset management activities at the Mist gas
storage facility, and other investments and business activities. At the Mist underground storage facility, revenues are primarily firm
service revenues in the form of fixed monthly reservation charges. In addition, we also have asset management service revenue
from an independent energy marketing company that optimizes commodity, storage, and pipeline capacity release transactions.
Under this agreement, guaranteed asset management revenue is recognized using a straight-line, pro-rata methodology over the
term of each contract. Revenues earned above the guaranteed amount are recognized as they are earned.
Revenue Taxes
Revenue-based taxes are primarily franchise taxes, which are collected from customers and remitted to taxing authorities. In
2018, revenue taxes are included in operating expenses in the statements of comprehensive income for NW Holdings and NW
Natural. In 2017 and 2016, revenue taxes are included in operating revenues in the statements of comprehensive income for NW
Holdings and NW Natural. All revenue taxes are recorded at NW Natural and were $30.3 million, $30.1 million, and $19.1 million
for 2019, 2018, and 2017, respectively.
Accounts Receivable and Allowance for Uncollectible Accounts
Accounts receivable consist primarily of amounts due for natural gas sales and transportation services to NGD customers, plus
amounts due for gas storage services. At NW Holdings and NW Natural we establish allowances for uncollectible accounts
(allowance) for trade receivables, including accrued unbilled revenue, based on the aging of receivables, collection experience of
past due account balances including payment plans, and historical trends of write-offs as a percent of revenues. A specific
allowance is established and recorded for large individual customer receivables when amounts are identified as unlikely to be
partially or fully recovered. Inactive accounts are written-off against the allowance after they are 120 days past due or when
deemed uncollectible. Differences between the estimated allowance and actual write-offs will occur based on a number of factors,
including changes in economic conditions, customer creditworthiness, and natural gas prices. The allowance for uncollectible
accounts is adjusted quarterly, as necessary, based on information currently available.
Inventories
NGD gas inventories, which consist of natural gas in storage for NGD customers, are stated at the lower of weighted-average cost
or net realizable value. The regulatory treatment of these inventories provides for cost recovery in customer rates. NGD gas
inventories injected into storage are priced in inventory based on actual purchase costs, and those withdrawn from storage are
charged to cost of gas during the period they are withdrawn at the weighted-average inventory cost.
Gas storage inventories, which primarily represent inventories at the Gill Ranch Facility and are included in Discontinued
operations - current assets on the consolidated balance sheets, mainly consist of natural gas received as fuel-in-kind from storage
customers. Gas storage inventories are valued at the lower of average cost or net realizable value. Cushion gas is not included in
inventory balances, is recorded at original cost, and is classified as a long-term plant asset.
Materials and supplies inventories consist of inventories both related to and unrelated to NGD and are stated at the lower of
average cost or net realizable value.
NW Natural's NGD and gas storage inventories totaled $27.5 million and $29.9 million at 2019 and 2018, respectively. At
December 31, 2019 and 2018, NW Holdings' materials and supplies inventories, which are comprised primarily of NW Natural's
materials and supplies, totaled $16.5 million and $14.2 million, respectively.
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Gas Reserves
Gas reserves are payments to acquire and produce natural gas reserves. Gas reserves are stated at cost, adjusted for regulatory
amortization, with the associated deferred tax benefits recorded as liabilities on the balance sheet. The current portion is
calculated based on expected gas deliveries within the next fiscal year. NW Natural recognizes regulatory amortization of this
asset on a volumetric basis calculated using the estimated gas reserves and the estimated therms extracted and sold each
month. The amortization of gas reserves is recorded to cost of gas along with gas production revenues and production costs. See
Note 13.
Derivatives
NW Natural's derivatives are measured at fair value and recognized as either assets or liabilities on the balance sheet. Changes
in the fair value of the derivatives are recognized in earnings unless specific regulatory or hedge accounting criteria are met.
Accounting for derivatives and hedges provides an exception for contracts intended for normal purchases and normal sales for
which physical delivery is probable. In addition, certain derivative contracts are approved by regulatory authorities for recovery or
refund through customer rates. Accordingly, the changes in fair value of these approved contracts are deferred as regulatory
assets or liabilities pursuant to regulatory accounting principles. NW Natural's financial derivatives generally qualify for deferral
under regulatory accounting. NW Natural's index-priced physical derivative contracts also qualify for regulatory deferral
accounting treatment.
Derivative contracts entered into for NGD requirements after the annual PGA rate has been set and maturing during the PGA year
are subject to the PGA incentive sharing mechanism. In Oregon, NW Natural participates in a PGA sharing mechanism under
which it is required to select either an 80% or 90% deferral of higher or lower gas costs such that the impact on current earnings
from the gas cost sharing is either 20% or 10% of gas cost differences compared to PGA prices, respectively. For each of the PGA
years in Oregon beginning November 1, 2019, 2018, and 2017, NW Natural selected the 90% deferral of gas cost differences. In
Washington, 100% of the differences between the PGA prices and actual gas costs are deferred. See Note 16.
NW Natural's financial derivatives policy sets forth the guidelines for using selected derivative products to support prudent risk
management strategies within designated parameters. NW Natural's objective for using derivatives is to decrease the volatility of
gas prices and cash flows without speculative risk. The use of derivatives is permitted only after the risk exposures have been
identified, are determined not to exceed acceptable tolerance levels, and are determined necessary to support normal business
activities. NW Natural does not enter into derivative instruments for trading purposes. All derivatives for NW Holdings are currently
held at NW Natural.
Fair Value
In accordance with fair value accounting, we use the following fair value hierarchy for determining inputs for our debt, pension
plan assets, and derivative fair value measurements:
•
•
Level 1: Valuation is based on quoted prices for identical instruments traded in active markets;
Level 2: Valuation is based on quoted prices for similar instruments in active markets, quoted prices for identical or similar
instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are
observable in the market; and
Level 3: Valuation is generated from model-based techniques that use significant assumptions not observable in the market.
These unobservable assumptions reflect our own estimates of assumptions market participants would use in valuing the
asset or liability.
•
In addition, the fair value for certain pension trust investments is determined using Net Asset Value per share (NAV) as a practical
expedient, and therefore they are not classified within the fair value hierarchy. These investments primarily consist of institutional
investment products.
When developing fair value measurements, it is our policy to use quoted market prices whenever available or to maximize the use
of observable inputs and minimize the use of unobservable inputs when quoted market prices are not available. Fair values are
primarily developed using industry-standard models that consider various inputs including: (a) quoted future prices for
commodities; (b) forward currency prices; (c) time value; (d) volatility factors; (e) current market and contractual prices for
underlying instruments; (f) market interest rates and yield curves; (g) credit spreads; and (h) other relevant economic measures.
NW Natural considers liquid points for natural gas hedging to be those points for which there are regularly published prices in a
nationally recognized publication or where the instruments are traded on an exchange.
Goodwill and Business Combinations
NW Holdings, through its wholly-owned subsidiary NWN Water and NW Water's wholly-owned subsidiaries, has completed
various acquisitions that resulted in the recognition of goodwill. Goodwill is measured as the excess of the acquisition-date fair
value of the consideration transferred over the acquisition-date fair value of the net identifiable assets assumed. Adjustments are
recorded during the measurement period to finalize the allocation of the purchase price. The carrying value of goodwill is reviewed
annually during the fourth quarter using balances as of October 1, or whenever events or changes in circumstance indicate that
such carrying values may not be recoverable. The goodwill assessment policy begins with a qualitative analysis in which events
and circumstances are evaluated, including macroeconomic conditions, industry and market conditions, regulatory environments,
and overall financial performance of the reporting unit. If the qualitative assessment indicates that the carrying value may be at
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risk of recoverability, a quantitative evaluation is performed to measure the carrying value of the goodwill against the fair value of
the reporting unit. The reporting unit is determined primarily based on current operating segments and the level of review provided
by the Chief Operating Decision Maker (CODM) and/or segment management on the operating segment's financial results.
Reporting units are evaluated periodically for changes in the corporate environment.
As of December 31, 2019 and 2018, NW Holdings had goodwill of $49.9 million and $9.0 million, respectively. All of NW Holdings'
goodwill was acquired in 2018 and 2019 through the business combinations completed by NWN Water and its wholly-owned
subsidiaries. No impairment charges were recorded as a result of the fourth quarter goodwill impairment assessment.
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate
of the consideration transferred, measured at fair value at the acquisition date, and the fair value of any non-controlling interest in
the acquiree. Acquisition-related costs are expensed as incurred. When NW Natural acquires a business, it assesses the financial
assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms,
economic circumstances and pertinent conditions as of the acquisition date. When there is substantial judgment or uncertainty
around the fair value of acquired assets, we may engage a third party expert to assist in determining the fair values of certain
assets or liabilities.
Income Taxes
We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this
method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax
basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The
effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the enactment date period unless,
for NW Natural, a regulatory order specifies deferral of the effect of the change in tax rates over a longer period of time.
For NW Natural, deferred income tax assets and liabilities are also recognized for temporary differences where the deferred
income tax benefits or expenses have previously been flowed through in the ratemaking process of the NGD business.
Regulatory tax assets and liabilities are recorded on these deferred tax assets and liabilities to the extent it is believed they will be
recoverable from or refunded to customers in future rates.
Deferred investment tax credits on NGD plant additions, which reduce income taxes payable, are deferred for financial statement
purposes and amortized over the life of the related plant.
NW Holdings files consolidated or combined income tax returns that include NW Natural. Income tax expense is allocated on a
separate company basis incorporating certain consolidated return considerations. Subsidiary income taxes payable or receivable
are generally settled with NW Holdings, the common agent for income tax matters.
Interest and penalties related to unrecognized tax benefits, if any, are recognized within income tax expense and accrued interest
and penalties are recognized within the related tax liability line in the consolidated balance sheets. No accrued interest or
penalties for uncertain tax benefits have been recorded. See Note 11.
Environmental Contingencies
Loss contingencies are recorded as liabilities when it is probable a liability has been incurred and the amount of the loss is
reasonably estimable in accordance with accounting standards for contingencies. Estimating probable losses requires an analysis
of uncertainties that often depend upon judgments about potential actions by third parties. Accruals for loss contingencies are
recorded based on an analysis of potential results.
With respect to environmental liabilities and related costs, estimates are developed based on a review of information available
from numerous sources, including completed studies and site specific negotiations. NW Natural's policy is to accrue the full
amount of such liability when information is sufficient to reasonably estimate the amount of probable
liability. When information is not available to reasonably estimate the probable liability, or when only the range of
probable liabilities can be estimated and no amount within the range is more likely than another, it is our policy to accrue at the
low end of the range. Accordingly, due to numerous uncertainties surrounding the course of environmental remediation and the
preliminary nature of several site investigations, in some cases, it may not be possible to reasonably estimate the high end of the
range of possible loss. In those cases, the nature of the potential loss and the fact that the high end of the range cannot be
reasonably estimated is disclosed. See Note 18.
Subsequent Events
We monitor significant events occurring after the balance sheet date and prior to the issuance of the financial statements to
determine the impacts, if any, of events on the financial statements to be issued. Refer to Note 20 for our subsequent events.
96
3. EARNINGS PER SHARE
Basic earnings or loss per share are computed using NW Holdings' net income or loss and the weighted average number of
common shares outstanding for each period presented. Diluted earnings per share are computed in the same manner, except
using the weighted average number of common shares outstanding plus the effects of the assumed exercise of stock options
and the payment of estimated stock awards from other stock-based compensation plans that are outstanding at the end of each
period presented. Anti-dilutive stock awards are excluded from the calculation of diluted earnings or loss per common share.
NW Holdings' diluted earnings or loss per share are calculated as follows:
In thousands, except per share data
Net income from continuing operations
Loss from discontinued operations, net of tax
Net income (loss)
Average common shares outstanding - basic
Additional shares for stock-based compensation plans (See Note 8)
Average common shares outstanding - diluted
Earnings from continuing operations per share of common stock:
Basic
Diluted
Loss from discontinued operations per share of common stock:
Basic
Diluted
Earnings (loss) per share of common stock:
Basic
Diluted
Additional information:
Anti-dilutive shares
4. SEGMENT INFORMATION
$
$
$
$
$
2019
2018
2017
65,311
$
67,311
$
72,073
(3,576)
(2,742)
(127,696)
61,735
$
64,569
$
(55,623)
29,786
73
29,859
28,803
70
28,873
$
2.19
2.19
$
2.34
2.33
(0.12) $
(0.10) $
(0.12)
(0.09)
$
2.07
2.07
$
2.24
2.24
28,669
84
28,753
2.51
2.51
(4.45)
(4.44)
(1.94)
(1.93)
—
2
13
We primarily operate in one reportable business segment, which is NW Natural's local gas distribution business and is referred to
as the NGD segment. During the second quarter of 2018, we moved forward with long-term strategic plans, which include a shift
away from the California gas storage business, by entering into a Purchase and Sale Agreement that provides for the sale of all
of the membership interests in Gill Ranch. As such, we reevaluated reportable segments and concluded that the remaining gas
storage activities no longer meet the requirements of a reportable segment. Interstate Storage Services and asset management
activities at the Mist gas storage facility are now reported as other under NW Natural. NW Natural and NW Holdings also have
investments and business activities not specifically related to the NGD segment, which are aggregated and reported as other
and described below for each entity.
No individual customer accounts for over 10% of NW Holdings' or NW Natural's operating revenues.
Natural Gas Distribution
NW Natural's local gas distribution segment (NGD) is a regulated utility principally engaged in the purchase, sale, and delivery of
natural gas and related services to customers in Oregon and southwest Washington. The NGD business is responsible for
building and maintaining a safe and reliable pipeline distribution system, purchasing sufficient gas supplies from producers and
marketers, contracting for firm and interruptible transportation of gas over interstate pipelines to bring gas from the supply basins
into its service territory, and re-selling the gas to customers subject to rates, terms, and conditions approved by the OPUC or
WUTC. NGD also includes taking customer-owned gas and transporting it from interstate pipeline connections, or city gates, to
the customers’ end-use facilities for a fee, which is approved by the OPUC or WUTC. Approximately 89% of NGD customers are
located in Oregon and 11% in Washington. On an annual basis, residential and commercial customers typically account for
around 60% of total NGD volumes delivered and around 90% of NGD margin. Industrial customers largely account for the
remaining volumes and NGD margin. A small amount of the margin is also derived from miscellaneous services, gains or losses
from an incentive gas cost sharing mechanism, and other service fees.
Industrial sectors served by the NGD business include: pulp, paper, and other forest products; the manufacture of electronic,
electrochemical and electrometallurgical products; the processing of farm and food products; the production of various mineral
products; metal fabrication and casting; the production of machine tools, machinery, and textiles; the manufacture of asphalt,
concrete, and rubber; printing and publishing; nurseries; and government and educational institutions.
97
In addition to NW Natural's local gas distribution business, the NGD segment also includes the portion of the Mist underground
storage facility used to serve NGD customers, the North Mist gas storage expansion in Oregon, and NWN Gas Reserves, which
is a wholly-owned subsidiary of Energy Corp.
NW Natural
NW Natural's activities in Other include Interstate Storage Services and third-party asset management services for the Mist
facility in Oregon, appliance retail center operations, and corporate operating and non-operating revenues and expenses that
cannot be allocated to NGD operations.
Earnings from Interstate Storage Services assets are primarily related to firm storage capacity revenues. Earnings from the Mist
facility also include revenue, net of amounts shared with NGD customers, from management of NGD assets at Mist and
upstream pipeline capacity when not needed to serve NGD customers. Under the Oregon sharing mechanism, NW Natural
retains 80% of the pre-tax income from these services when the costs of the capacity were not included in NGD rates, or 10% of
the pre-tax income when the costs have been included in these rates. The remaining 20% and 90%, respectively, are recorded to
a deferred regulatory account for crediting back to NGD customers.
NW Holdings
NW Holdings' activities in Other include all remaining activities not associated with NW Natural, specifically NWN Water, which
consolidates the water and wastewater utility operations and is pursuing other investments in the water sector through itself and
wholly-owned subsidiaries; NWN Gas Storage, a wholly-owned subsidiary of NWN Energy; NWN Energy's equity investment in
TWH, which is pursuing development of a cross-Cascades transmission pipeline project (TWP); and other pipeline assets in
NNG Financial. For more information on TWP, see Note 14. Other also includes corporate revenues and expenses that cannot
be allocated to other operations, including certain business development activities.
All prior period amounts have been retrospectively adjusted to reflect the change in reportable segments and the designation of
Gill Ranch as a discontinued operation for NW Holdings, and the designation of subsidiaries previously owned by NW Natural
that are now owned by NW Holdings as discontinued operations for NW Natural.
Segment Information Summary
Inter-segment transactions were immaterial for the periods presented. The following table presents summary financial
information concerning the reportable segment and other for continuing operations. See Note 19 for information regarding
discontinued operations for NW Holdings and NW Natural.
In thousands
2019
Operating revenues
Depreciation and amortization
Income (loss) from operations
Net income (loss) from continuing operations
Capital expenditures
Total assets at December 31, 2019(1)
2018
Operating revenues
Depreciation and amortization
Income (loss) from operations
Net income (loss) from continuing operations
Capital expenditures
Total assets at December 31, 2018(1)
2017
Operating revenues
Depreciation and amortization
Income (loss) from operations(2)
Net income from continuing operations
NGD
Other
(NW Natural)
NW Natural
Other
(NW Holdings)
NW Holdings
$
720,528
$
19,416
$
739,944
$
6,428
$
746,372
89,415
135,918
60,828
219,880
3,273,835
990
11,428
8,146
1,500
47,652
90,405
147,346
68,974
221,380
3,321,487
$
680,648
$
24,923
$
705,571
$
83,732
118,095
57,491
212,323
3,141,969
1,254
15,004
10,558
2,005
50,767
84,986
133,099
68,049
214,328
1,091
(3,872)
(3,663)
2,091
91,833
572
170
(937)
(738)
308
91,496
143,474
65,311
223,471
3,413,320
$
706,143
85,156
132,162
67,311
214,636
3,192,736
36,657
3,229,393
$
732,942
$
22,096
$
755,038
$
— $
755,038
79,734
138,450
60,509
1,290
12,472
11,211
81,024
150,922
71,720
29
(20)
353
81,053
150,902
72,073
Capital expenditures
Total assets at December 31, 2017(1)
(1) Total assets for NW Holdings exclude assets related to discontinued operations of $15.1 million, $13.3 million and $13.9 million as of
3,011,797
2,961,326
213,325
211,672
14,075
50,471
1,653
—
213,325
3,025,872
December 31, 2019, 2018, and 2017, respectively. Total assets for NW Natural exclude assets related to discontinued operations of $31.9
million as of December 31, 2017.
Includes $1.0 million of tax expense in NGD, $4.0 million of tax benefit in Other (NW Natural), and $0.4 million of tax benefit in Other (NW
Holdings) from the TCJA remeasurement for the year ended December 31, 2017.
(2)
98
Natural Gas Distribution Margin
NGD margin is a financial measure used by the CODM, consisting of NGD operating revenues, reduced by the associated cost
of gas, environmental remediation expense, and revenue taxes. The cost of gas purchased for NGD customers is generally a
pass-through cost in the amount of revenues billed to regulated NGD customers. Environmental remediation expense represents
collections received from customers through environmental recovery mechanisms in Oregon and Washington as well as
adjustments for the Oregon environmental earnings test when applicable. This is offset by environmental remediation expense
presented in operating expenses. Revenue taxes are collected from NGD customers and remitted to taxing authorities. The
collections from customers are offset by the expense recognition of the obligation to the taxing authority. By subtracting cost of
gas, environmental remediation expense, and revenue taxes from NGD operating revenues, NGD margin provides a key metric
used by the CODM in assessing the performance of the NGD segment.
The following table presents additional segment information concerning NGD margin:
In thousands
NGD margin calculation:
NGD operating revenues
Less: NGD cost of gas
Environmental remediation expense
Revenue taxes(1)
NGD margin
2019
2018
2017
$
720,528
$
680,648
$
255,135
12,337
30,325
255,743
11,127
30,082
732,942
325,019
15,291
—
$
422,731
$
383,696
$
392,632
(1)
The change in presentation of revenue taxes was a result of the adoption of ASU 2014-09 "Revenue From Contracts with Customers" and
all related amendments on January 1, 2018. This change had no impact on NGD margin results as revenue taxes were previously
presented net in NGD operating revenue. For additional information, see Note 2.
5. COMMON STOCK
As of December 31, 2019 and 2018, NW Holdings had 100 million shares of common stock authorized. As of December 31,
2019, NW Holdings had 206,560 shares reserved for issuance of common stock under the Employee Stock Purchase Plan
(ESPP) and 340,133 shares reserved for issuance under the Dividend Reinvestment and Direct Stock Purchase Plan (DRPP). At
NW Holdings' election, shares sold through the DRPP may be purchased in the open market or through original issuance of
shares reserved for issuance under the DRPP.
The Restated Stock Option Plan (SOP) was terminated with respect to new grants in 2012; however, options granted before the
Restated SOP was terminated remain outstanding until the earlier of their expiration, forfeiture, or exercise. Options are now
exercisable for shares of NW Holdings common stock. There were 10,938 options outstanding at December 31, 2019, which
were granted prior to termination of the plan.
On June 7, 2019, NW Holdings completed the issuance of 1,437,500 shares of common stock, inclusive of the overallotment
option granted to the underwriters, which was exercised in full. All shares were issued on June 7, 2019 at an offering price of
$67.00 per share. The issuance resulted in proceeds to NW Holdings of $93.0 million, net of discounts and expenses. The
issuance was executed to raise funds for general corporate purposes, including for equity contributions to NW Holdings’
subsidiaries, that are reflected as equity transfers on occurrence. Contributions received by NW Natural were also used, in part,
to repay short-term indebtedness.
Stock Repurchase Program
NW Holdings has a share repurchase program under which it may purchase its common shares on the open market or through
privately negotiated transactions. NW Holdings currently has Board authorization through May 2022 to repurchase up to an
aggregate of the greater of 2.8 million shares or $100 million. No shares of common stock were repurchased pursuant to this
program during the year ended December 31, 2019. Since the plan’s inception in 2000 under NW Natural, a total of 2.1 million
shares have been repurchased at a total cost of $83.3 million.
99
The following table summarizes the changes in the number of shares of NW Holdings' common stock issued and outstanding:
In thousands
Balance, December 31, 2016
Sales to employees under ESPP
Stock-based compensation
Balance, December 31, 2017
Sales to employees under ESPP
Stock-based compensation
Sales to shareholders under DRPP
Balance, December 31, 2018
Sales to employees under ESPP
Stock-based compensation
Equity Issuance
Sales to shareholders under DRPP
Balance, December 31, 2019
6. REVENUE
The following table presents disaggregated revenue from continuing operations:
Shares
28,630
18
88
28,736
19
64
61
28,880
18
83
1,438
53
30,472
Year ended December 31, 2019
NGD
Other
(NW Natural)
NW Natural
Other
(NW Holdings)
NW Holdings
$
729,296
$
— $
729,296
$
— $
In thousands
Natural gas sales
Gas storage revenue, net
Asset management revenue, net
Appliance retail center revenue
Other revenue
Revenue from contracts with customers
730,143
Alternative revenue
Leasing revenue
(20,984)
11,369
10,240
3,705
5,471
—
19,416
—
—
10,240
3,705
5,471
847
749,559
(20,984)
11,369
—
—
—
6,428
6,428
—
—
Total operating revenues
$
720,528
$
19,416
$
739,944
$
6,428
$
Year ended December 31, 2018
NGD
Other
(NW Natural)
NW Natural
Other
(NW Holdings)
NW Holdings
$
670,662
$
— $
670,662
$
— $
In thousands
Natural gas sales
Gas storage revenue, net
Asset management revenue, net
Appliance retail center revenue
Other revenue
Revenue from contracts with customers
670,662
Alternative revenue
Leasing revenue
8,989
997
10,780
8,548
5,595
—
24,923
—
—
10,780
8,548
5,595
—
695,585
8,989
997
—
—
—
572
572
—
—
Total operating revenues
$
680,648
$
24,923
$
705,571
$
572
$
706,143
100
729,296
10,240
3,705
5,471
7,275
755,987
(20,984)
11,369
746,372
670,662
10,780
8,548
5,595
572
696,157
8,989
997
—
—
—
847
—
—
—
—
NW Natural's revenue represents substantially all of NW Holdings' revenue and is recognized for both registrants when the
obligation to customers is satisfied and in the amount expected to be received in exchange for transferring goods or providing
services. Revenue from contracts with customers contains one performance obligation that is generally satisfied over time, using
the output method based on time elapsed, due to the continuous nature of the service provided. The transaction price is
determined by a set price agreed upon in the contract or dependent on regulatory tariffs. Customer accounts are settled on a
monthly basis or paid at time of sale and based on historical experience. It is probable that we will collect substantially all of the
consideration to which we are entitled.
NW Holdings and NW Natural do not have any material contract assets, as net accounts receivable and accrued unbilled
revenue balances are unconditional and only involve the passage of time until such balances are billed and collected. NW
Holdings and NW Natural do not have any material contract liabilities.
Revenue-based taxes are primarily franchise taxes, which are collected from NGD customers and remitted to taxing authorities.
Beginning January 1, 2018, revenue taxes are included in operating revenues with an equal and offsetting expense recognized
in operating expenses in the consolidated statements of comprehensive income.
Natural Gas Distribution
Natural gas sales. NW Natural's primary source of revenue is providing natural gas to customers in the NGD service territory,
which includes residential, commercial, industrial and transportation customers. NGD revenue is generally recognized over time
upon delivery of the gas commodity or service to the customer, and the amount of consideration received and recognized as
revenue is dependent on the Oregon and Washington tariffs. Customer accounts are to be paid in full each month, and there is
no right of return or warranty for services provided. Revenues include firm and interruptible sales and transportation services,
franchise taxes recovered from the customer, late payment fees, service fees, and accruals for gas delivered but not yet billed
(accrued unbilled revenue). The accrued unbilled revenue balance is based on estimates of deliveries during the period from the
last meter reading and management judgment is required for a number of factors used in this calculation, including customer use
and weather factors.
We applied the significant financing practical expedient and have not adjusted the consideration NW Natural expects to receive
from NGD customers for the effects of a significant financing component as all payment arrangements are settled annually. Due
to the election of the right to invoice practical expedient, we do not disclose the value of unsatisfied performance obligations as
of December 31, 2019.
Alternative revenue. Weather normalization (WARM) and decoupling mechanisms are considered to be alternative revenue
programs. Alternative revenue programs are considered to be contracts between NW Natural and its regulator and are excluded
from revenue from contracts with customers.
Leasing revenue. Leasing revenue primarily consists of revenues from NW Natural's North Mist Storage contract with Portland
General Electric (PGE) in support of PGE's gas-fired electric power generation facilities under an initial 30-year contract with
options to extend, totaling up to an additional 50 years upon mutual agreement of the parties. The facility is accounted for as a
sales-type lease with regulatory accounting deferral treatment. The investment is included in rate base under an established
cost-of-service tariff schedule, with revenues recognized according to the tariff schedule and as such, profit upon
commencement was deferred and will be amortized over the lease term. Leasing revenue also contains rental revenue from
small leases of property owned by NW Natural to third parties. The majority of these transactions are accounted for as operating
leases and the revenue is recognized over the term of the lease agreement. Lease revenue is excluded from revenue from
contracts with customers. See Note 7.
NW Natural Other
Gas storage revenue. NW Natural's other revenue includes gas storage activity, which includes Mist Interstate Storage Services
used to store natural gas for customers. Gas storage revenue is generally recognized over time as the gas storage service is
provided to the customer and the amount of consideration received and recognized as revenue is dependent on set rates
defined per the storage agreements. Noncash consideration in the form of dekatherms of natural gas is received as
consideration for providing gas injection services to gas storage customers. This noncash consideration is measured at fair value
using the average spot rate. Customer accounts are generally paid in full each month, and there is no right of return or warranty
for services provided. Revenues include firm and interruptible storage services, net of the regulatory sharing amount refunded to
NGD customers.
Asset management revenue. Revenues include the optimization of the storage assets and pipeline capacity and are provided net
of the profit sharing amount refunded to NGD customers. Certain asset management revenues received are recognized over
time using a straight-line approach over the term of each contract, and the amount of consideration received and recognized as
revenue is dependent on a variable pricing model. Variable revenues earned above guaranteed amounts are estimated and
recognized at the end of each period using the most likely amount approach. Additionally, other asset management revenues
may be based on a fixed rate. Generally, asset management accounts are settled on a monthly basis.
101
As of December 31, 2019, unrecognized revenue for the fixed component of the transaction price related to gas storage and
asset management revenue was approximately $73.4 million. Of this amount, approximately $16.0 million will be recognized in
2020, $18.2 million in 2021, $14.5 million in 2022, $11.6 million in 2023, $7.8 million in 2024, and $5.3 million thereafter. The
amounts presented here are calculated using current contracted rates.
Appliance retail center revenue. NW Natural owns and operates an appliance store that is open to the public, where customers
can purchase natural gas home appliances. Revenue from the sale of appliances is recognized at the point in time in which the
appliance is transferred to the third party responsible for delivery and installation services and when the customer has legal title
to the appliance. It is required that the sale be paid for in full prior to transfer of legal title. The amount of consideration received
and recognized as revenue varies with changes in marketing incentives and discounts offered to customers.
NW Holdings Other
NW Holdings' primary source of other revenue is providing water and wastewater services to customers. Water distribution and
wastewater collection revenue is generally recognized over time upon delivery of the water commodity or wastewater collection
service to the customer, and the amount of consideration received and recognized as revenue is dependent on the water
customer rates set by the applicable state public utility commission and contractual rates for wastewater customers. Customer
accounts are to be paid in full each month, and there is no right of return or warranty for services provided.
We applied the significant financing practical expedient and have not adjusted the consideration we expect to receive from water
distribution and wastewater collection customers for the effects of a significant financing component as all payment
arrangements are settled annually. Due to the election of the right to invoice practical expedient, we do not disclose the value of
unsatisfied performance obligations as of December 31, 2019.
7. LEASES
Lease Revenue
Leasing revenue primarily consists of NW Natural's North Mist natural gas storage agreement with PGE which is billed under an
OPUC-approved rate schedule and includes an initial 30-year term with options to extend, totaling up to an additional 50 years
upon mutual agreement of the parties. Under U.S. GAAP, this agreement is classified as a sales-type lease and qualifies for
regulatory accounting deferral treatment. The investment in the storage facility is included in rate base under a separately
established cost-of-service tariff, with revenues recognized according to the tariff schedule. As such, the selling profit that was
calculated upon commencement as part of the sale-type lease recognition was deferred and will be amortized over the lease
term. Billing rates under the cost-of-service tariff will be updated annually to reflect current information including depreciable
asset levels, forecasted operating expenses, and the results of regulatory proceedings, as applicable, and revenue received
under this agreement is recognized as operating revenue on the consolidated statements of comprehensive income. There are
no variable payments or residual value guarantees. The lease does not contain an option to purchase the underlying assets.
NW Natural also maintains a sales-type lease for specialized compressor facilities to provide high pressure compressed natural
gas (CNG) services. Lease payments are outlined in an OPUC-approved rate schedule over a 10-year term. There are no
variable payments or residual value guarantees. The selling profit computed upon lease commencement was not significant.
Our lessor portfolio also contains small leases of property owned by NW Natural to third parties. These transactions are
accounted for as operating leases and the revenue is recognized over the term of the lease agreement.
The components of lease revenue at NW Natural were as follows:
In thousands
Lease revenue
Operating leases
Sales-type leases
Total lease revenue
Year ended
December 31, 2019
$
$
171
11,198
11,369
102
Total future minimum lease payments to be received under non-cancelable leases at NW Natural at December 31, 2019 are as
follows:
In thousands
2020
2021
2022
2023
2024
Thereafter
Total lease revenue
Less: imputed interest
Total leases receivable
$
$
Operating
Sales-Type
Total
65
49
45
45
45
93
$
18,228
$
17,518
17,026
16,557
15,867
264,740
342
$
349,936
$
$
202,319
147,617
18,293
17,567
17,071
16,602
15,912
264,833
350,278
The total leases receivable above is reported under the NGD segment and the short- and long-term portions are included within
other current assets and assets under sales-type leases on the consolidated balance sheets, respectively. The total amount of
unguaranteed residual assets at December 31, 2019 was $4.0 million and is included in assets under sales-type leases on the
consolidated balance sheets. Additionally, under regulatory accounting, the revenues and expenses associated with these
agreements are presented on the consolidated statements of comprehensive income such that their presentation aligns with
similar regulated activities at NW Natural.
Additionally, future minimum lease payments of $0.5 million for each of the years ending 2020, 2021 and 2022 are to be received
under non-cancelable operating leases associated with non-utility property rentals. For the year ended December 31, 2019,
approximately $0.5 million of lease revenue is presented in other income (expense), net on the consolidated statements of
comprehensive income as it is non-operating income.
Lease Expense
Operating Leases
We have operating leases for land, buildings and equipment. Our primary lease is for NW Natural's operations center. Our leases
have remaining lease terms of one year to 11 years. Many of our lease agreements include options to extend the lease, which
we do not include in our minimum lease terms unless they are reasonably certain to be exercised. Short-term leases with a term
of 12 months or less are not recorded on the balance sheet.
As most of our leases do not provide an implicit rate and are entered into by NW Natural, we use NW Natural's incremental
borrowing rate based on information available at the lease commencement date in determining the present value of lease
payments.
The components of lease expense, a portion of which is capitalized, were as follows:
In thousands
Operating lease expense
Short-term lease expense
Year ended December 31, 2019
NW Natural
Other
(NW Holdings)
NW Holdings
$
4,620
$
1,146
191
$
—
4,811
1,146
Supplemental balance sheet information related to operating leases as of December 31, 2019 is as follows:
In thousands
Operating lease right of use assets
Operating lease liabilities - current liabilities
Operating lease liabilities - non-current liabilities
Total operating lease liabilities
NW Natural
Other
(NW Holdings)
NW Holdings
$
$
$
2,760
$
190
$
1,979
$
772
2,751
$
122
$
69
191
$
2,950
2,101
841
2,942
As of December 31, 2019, the weighted average remaining lease term for the operating leases is one year for NW Natural. The
weighted average discount rate used in the valuation of the operating lease right of use assets over the remaining lease term is
3.98% for NW Natural.
103
Maturities of operating lease liabilities at December 31, 2019 were as follows:
In thousands
2020
2021
2022
2023
2024
Thereafter
Total lease payments
Less: imputed interest
Total lease obligations
Less: current obligations
NW Natural
Other
(NW Holdings)
NW Holdings
$
2,029
$
126
$
2,155
143
111
88
89
526
2,986
235
2,751
1,979
52
18
—
—
—
196
5
191
122
195
129
88
89
526
3,182
240
2,942
2,101
841
Long-term lease obligations
$
772
$
69
$
As of December 31, 2019, finance lease liabilities with maturities of less than one year were $0.2 million at NW Natural.
Significant Lease Not Yet Commenced
In October 2017, NW Natural entered into a 20-year operating lease agreement for a new corporate operations center in
Portland, Oregon in anticipation of the expiration of the current operations center lease in 2020. The lease commenced in the
first quarter of 2020 and total estimated base rent payments over the life of the lease are approximately $160 million. There is an
option to extend the term of the lease for two additional periods of seven years.
Cash Flow Information
Supplemental cash flow information related to leases was as follows:
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases
Finance cash flows from finance leases
Right of use assets obtained in exchange for lease obligations
Operating leases
Finance leases
Year ended December 31, 2019
NW Natural
Other
(NW Holdings)
NW Holdings
$
$
4,447
$
120
7,205
$
312
182
$
—
372
$
—
4,629
120
7,577
312
Finance Leases
NW Natural also leases building storage spaces for use as a gas meter room in order to provide natural gas to multifamily or
mixed use developments. These contracts are accounted for as finance leases and typically involve a one-time upfront payment
with no remaining liability. The right of use asset for finance leases was $0.5 million at December 31, 2019.
Lease Disclosures Related to Periods Prior to the First Quarter of 2019
Land, buildings, and equipment are leased under agreements that expire in various years, including a 99-year land lease that
extends through 2108. Rental costs for continuing operations were $5.9 million, $7.3 million, and $5.9 million for the years ended
December 31, 2018, 2017, and 2016, respectively, a portion of which was capitalized.
104
The following table reflects NW Natural's future minimum lease payments due under non-cancelable operating leases for
continuing operations at December 31, 2018. These commitments relate principally to the lease of the corporate operations
center and underground gas storage facilities.
In thousands
2019
2020
2021
2022
2023
Thereafter
Total
Minimum lease
payments
$
$
5,368
4,812
7,077
7,223
7,304
149,881
181,665
8. STOCK-BASED COMPENSATION
Stock-based compensation plans are designed to promote stock ownership in NW Holdings by employees and officers of NW
Holdings and its affiliates. These compensation plans include a Long Term Incentive Plan (LTIP), an ESPP, and a Restated SOP.
Long Term Incentive Plan
The LTIP is intended to provide a flexible, competitive compensation program for eligible officers and key employees. Under the
LTIP, shares of NW Holdings common stock are authorized for equity incentive grants in the form of stock, restricted stock,
restricted stock units, stock options, or performance shares. An aggregate of 1,100,000 shares were authorized for issuance as
of December 31, 2019. Shares awarded under the LTIP may be purchased on the open market or issued as original shares.
Of the 1,100,000 shares of common stock authorized for LTIP awards at December 31, 2019, there were 510,931 shares
available for issuance under any type of award. This assumes market, performance, and service-based grants currently
outstanding are awarded at the target level. There were no outstanding grants of restricted stock or stock options under the LTIP
at December 31, 2019 or 2018. The LTIP stock awards are compensatory awards for which compensation expense is based on
the fair value of stock awards, with expense being recognized over the performance and vesting period of the outstanding
awards. Forfeitures are recognized as they occur.
Performance Shares
LTIP performance shares incorporate a combination of market, performance, and service-based factors. The following table
summarizes performance share expense information:
Dollars in thousands
Estimated award:
2017-2019 grant(3)
Actual award:
2016-2018 grant
2015-2017 grant
Shares(1)
Expense During
Award Year(2)
Total Expense
for Award
41,573
$
572
$
1,971
28,218
18,304
598
(346)
1,413
1,169
(1)
In addition to common stock shares, a participant also receives a dividend equivalent cash payment equal to the number of shares of
common stock received on the award payout multiplied by the aggregate cash dividends paid per share during the performance period.
(2) Amount represents the expense recognized in the third year of the vesting period noted above. For the 2015-2017 grant, targets were not
(3)
met and expense that had been previously recognized was reversed during 2017.
This represents the estimated number of shares to be awarded as of December 31, 2019 as certain performance share measures have
been achieved. Amounts are subject to change with final payout amounts authorized by the Board of Directors in February 2020.
The aggregate number of performance shares granted and outstanding at the target and maximum levels were as follows:
Dollars in thousands
Performance Period
2017-19
2018-20
2019-21
Total
Performance Share Awards
Outstanding
Target
Maximum
2019
Expense
Cumulative
Expense
December 31,
2019
30,234
60,468
$
572
$
1,971
—
—
—
—
30,234
60,468
$
—
—
572
—
—
105
For the 2017-2019 performance period, performance share awards are based on the achievement of EPS and Return on
Invested Capital (ROIC) factors, which can be modified by a Total Shareholder Return (TSR) factor relative to the performance of
the Russell 2500 Utilities Index over the three-year performance period and a growth modifier based on accumulative EBITDA.
For the 2018-2020 and 2019-2021 performance period, performance share awards are based on the achievement of a three-
year ROIC threshold that must be met and a cumulative EPS factor, which can be modified by a TSR factor relative to the
performance of the Russell 2500 Utilities Index over the three-year performance period. The 2018-2020 and 2019-2021
performance period allows for one of the performance factors to remain variable until the first quarter of the third year of the
award period. As the performance factor will not be approved until the first quarter of 2020 and 2021, there is not a mutual
understanding of the awards' key terms and conditions between NW Natural and the participants as of December 31, 2019, and
therefore, no expense was recognized for the 2018-2020 and 2019-2021 performance period. NW Natural will calculate the grant
date fair value and recognize expense once the final performance factor has been approved. If the target is achieved for the
2018-2020 and 2019-2021 awards, NW Holdings would grant 31,825 and 35,170 shares in the first quarter of 2020 and 2021,
respectively.
Compensation expense is recognized in accordance with accounting standards for stock-based compensation and calculated
based on performance levels achieved and an estimated fair value using the Monte-Carlo method. Due to there not being a
mutual understanding of the 2018-2020 and 2019-2021 awards' key terms and conditions as noted above, the grant date fair
value has not yet been determined and no nonvested shares existed at December 31, 2019. The weighted-average grant date
fair value of nonvested shares associated with the 2017-2019 awards was $57.05 per share at December 31, 2018. The
weighted-average grant date fair value of shares vested during the year was $57.05 per share and there were no performance
shares granted during the year and no unrecognized compensation expense for accounting purposes as of December 31, 2019.
Restricted Stock Units
In 2012, RSUs began being granted under the LTIP instead of stock options under the Restated SOP. Generally, the RSUs
awarded are forfeitable and include a performance-based threshold as well as a vesting period of four years from the grant
date. Upon vesting, the RSU holder is issued one share of common stock plus a cash payment equal to the total amount of
dividends paid per share between the grant date and vesting date of that portion of the RSU. The fair value of an RSU is equal to
the closing market price of NW Holdings' common stock on the grant date. During 2019, total RSU expense was $1.8 million
compared to $1.8 million in 2018 and $1.6 million in 2017. As of December 31, 2019, there was $3.4 million of unrecognized
compensation cost from grants of RSUs, which is expected to be recognized over a period extending through 2024.
Information regarding the RSU activity is summarized as follows:
Nonvested, December 31, 2016
Granted
Vested
Forfeited
Nonvested, December 31, 2017
Granted
Vested
Forfeited
Nonvested, December 31, 2018
Granted
Vested
Forfeited
Nonvested, December 31, 2019
Number of
RSUs
89,973
32,168
(35,341)
(2,278)
84,522
32,450
(32,689)
(1,603)
82,680
36,018
(35,778)
(3,187)
79,733
Weighted -
Average
Price Per RSU
48.85
$
60.51
47.07
53.78
53.90
57.59
50.75
59.95
56.47
65.29
54.22
63.89
61.17
$
Restated Stock Option Plan
The NW Natural Restated SOP was terminated for new option grants in 2012; however, options granted before the plan
terminated remain outstanding until the earlier of their expiration, forfeiture, or exercise and are now exercisable for shares of
NW Holdings common stock. Any new grants of stock options will be made under NW Holdings' LTIP, however, no option grants
have been awarded since 2012 and all stock options were vested as of December 31, 2015.
Options under the Restated SOP were granted to officers and key employees designated by a committee of the Board of
Directors. All options were granted at an option price equal to the closing market price on the date of grant and may be exercised
for a period of up to 10 years and seven days from the date of grant. Option holders may exchange shares they have owned for
at least six months, valued at the current market price, to purchase shares at the option price.
106
Information regarding the Restated SOP activity is summarized as follows:
Option
Shares
Weighted -
Average
Price Per Share
Intrinsic
Value
(In millions)
Balance outstanding and exercisable, December 31, 2016
Exercised
Forfeited
Balance outstanding and exercisable, December 31, 2017
Exercised
Forfeited
Balance outstanding and exercisable, December 31, 2018
Exercised
Expired
$
180,163
(88,275)
(200)
91,688
(35,450)
(300)
55,938
(45,000)
—
$
44.38
44.33
41.15
44.43
43.61
43.29
44.96
44.79
—
Balance outstanding and exercisable, December 31, 2019
10,938
$
45.67
$
2.8
1.8
n/a
1.4
0.8
n/a
0.9
1.0
n/a
0.3
During 2019, cash of $2.0 million was received for stock options exercised and $0.2 million related tax benefit was recognized.
The weighted-average remaining life of options exercisable and outstanding at December 31, 2019 was 1.12 years.
Employee Stock Purchase Plan
NW Holdings' ESPP allows employees of NW Holdings, NW Natural and certain designated subsidiaries to purchase common
stock at 85% of the closing price on the trading day immediately preceding the initial offering date, which is set annually. For the
2019-2020 ESPP period, each eligible employee may purchase up to $21,222 worth of stock through payroll deductions over a
period defined by the Board of Directors, with shares issued at the end of the subscription period.
Stock-Based Compensation Expense
Stock-based compensation expense is recognized as operations and maintenance expense or is capitalized as part of
construction overhead at the entity at which the award recipient is employed. The following table summarizes the NW Holdings'
financial statement impact, substantially all of which was recorded at NW Natural, of stock-based compensation under the LTIP,
Restated SOP and ESPP:
In thousands
Operations and maintenance expense, for stock-based compensation
Income tax benefit
Net stock-based compensation effect on net income (loss)
Amounts capitalized for stock-based compensation
$
$
2019
2018
2017
2,172
$
2,489
$
(575)
1,597
430
$
(659)
1,830
531
$
2,354
(930)
1,424
528
9. DEBT
Short-Term Debt
The primary source of short-term liquidity for NW Holdings is cash balances, dividends from its operating subsidiaries, in
particular NW Natural, available cash from a multi-year credit facility, and short-term credit facilities it may enter into from time to
time.
The primary source of short-term liquidity for NW Natural is from the sale of commercial paper, its multi-year credit facilities, and
short-term credit facilities it may enter into from time to time. In addition to issuing commercial paper or bank loans to meet
working capital requirements, including seasonal requirements to finance gas purchases and accounts receivable, short-term
debt may also be used to temporarily fund capital requirements. For NW Natural, commercial paper and bank loans are
periodically refinanced through the sale of long-term debt or equity contributions from NW Holdings. NW Natural's commercial
paper is sold through two commercial banks under an issuing and paying agency agreement and is supported by one or more
unsecured revolving credit facilities. See “Credit Agreements” below.
At December 31, 2019 and 2018, NW Holdings had short-term debt outstanding of $149.1 million and $217.6 million,
respectively. The weighted average interest rate of NW Holdings' short-term debt outstanding at December 31, 2019 and 2018
was 2.0% and 3.0%, respectively. At December 31, 2019 and 2018, NW Natural had $125.1 million and $217.5 million of
commercial paper outstanding, respectively. The weighted average interest rate of commercial paper outstanding at
December 31, 2019 and 2018 was 2.0% and 3.0%, respectively.
107
The carrying cost of commercial paper approximates fair value using Level 2 inputs. See Note 2 for a description of the fair value
hierarchy. At December 31, 2019, NW Natural's commercial paper had a maximum remaining maturity of 22 days and an
average remaining maturity of 10 days.
Credit Agreements
NW Holdings
In October 2018, NW Holdings entered into a $100.0 million credit agreement, with a feature that allows it to request increases in
the total commitment amount, up to a maximum of $150.0 million. The maturity date of the agreement is October 2, 2023, with
available extensions of commitments for two additional one-year periods, subject to lender approval.
The NW Holdings credit agreement permits the issuance of letters of credit in an aggregate amount of up to $40.0 million. The
principal amount of borrowings under the credit agreement is due and payable on the maturity date. The credit agreement
requires NW Holdings to maintain a consolidated indebtedness to total capitalization ratio of 70% or less. Failure to comply with
this covenant would entitle the lenders to terminate their lending commitments and accelerate the maturity of all amounts
outstanding. NW Holdings was in compliance with this covenant at December 31, 2019 and 2018.
The agreement also requires NW Holdings to maintain debt ratings (which are defined by a formula using NW Natural's credit
ratings in the event NW Holdings does not have a credit rating) with Standard & Poor's (S&P) and Moody's Investors Service,
Inc. (Moody’s) and notify the lenders of any change in its senior unsecured debt ratings or senior secured debt ratings, as
applicable, by such rating agencies. A change in NW Holdings' debt ratings by S&P or Moody’s is not an event of default, nor is
the maintenance of a specific minimum level of debt rating a condition of drawing upon the credit agreement. Rather, interest
rates on any loans outstanding under the credit agreements are tied to debt ratings and therefore, a change in the debt rating
would increase or decrease the cost of any loans under the credit agreements when ratings are changed. NW Holdings does not
currently maintain ratings with S&P or Moody's.
There was a $24.0 million outstanding balance and no outstanding balances under the NW Holdings agreement at
December 31, 2019 and 2018, respectively. No letters of credit were issued or outstanding under the NW Holdings agreement at
December 31, 2019 and 2018. NW Holdings had $1.0 million and $2.8 million of letters of credit issued and outstanding in
support of acquisitions of water companies, separate from the aforementioned credit agreement, at December 31, 2019 and
2018, respectively.
NW Natural
In October 2018, NW Natural entered into a new multi-year credit agreement for unsecured revolving loans totaling $300.0
million, with a feature that allows NW Natural to request increases in the total commitment amount, up to a maximum of $450.0
million. The maturity date of the agreement is October 2, 2023 with available extensions of commitments for two additional one-
year periods, subject to lender approval. The new credit agreement is substantially similar to the prior credit agreement which
was terminated upon the closing of the New Credit Agreement. The new credit agreement permits the issuance of letters of
credit in an aggregate amount of up to $60.0 million. The principal amount of borrowings under the credit agreement is due and
payable on the maturity date. There were no outstanding balances under NW Natural's prior credit agreement or the new credit
agreement and no letters of credit issued or outstanding at December 31, 2019 and 2018.
NW Natural's prior credit agreement and the new credit agreement require NW Natural to maintain a consolidated indebtedness
to total capitalization ratio of 70% or less. Failure to comply with this covenant would entitle the lenders to terminate their lending
commitments and accelerate the maturity of all amounts outstanding. NW Natural was in compliance with this covenant at
December 31, 2019 and 2018.
The new credit agreement also requires NW Natural to maintain credit ratings with S&P and Moody’s and notify the lenders of
any change in NW Natural's senior unsecured debt ratings or senior secured debt ratings, as applicable, by such rating
agencies. A change in NW Natural's debt ratings by S&P or Moody’s is not an event of default, nor is the maintenance of a
specific minimum level of debt rating a condition of drawing upon the new credit agreement. Rather, interest rates on any loans
outstanding under the new credit agreement are tied to debt ratings and therefore, a change in the debt rating would increase or
decrease the cost of any loans under the new credit agreement when ratings are changed.
108
Long-Term Debt
NW Holdings
At December 31, 2019 and 2018, NW Holdings had long-term debt outstanding of $881.1 million and $736.2 million,
respectively; which included $5.7 million and $5.6 million of unamortized debt issuance costs at NW Natural, respectively. NW
Holdings' long-term debt is primarily comprised of debt held at its wholly-owned subsidiaries NW Natural (shown below) and
NWN Water. Long-term debt at NWN Water is primarily comprised of a two-year term loan agreement for $35.0 million, due in
2021. NWN Water entered into this agreement in June 2019 and the loan carried an interest rate of 2.35% at December 31,
2019, which is based upon the one-month LIBOR rate. The loan is guaranteed by NW Holdings and requires NW Holdings to
maintain a consolidated indebtedness to total capitalization ratio of 70% or less. Failure to comply with this covenant would
entitle the lenders to terminate their lending commitments and accelerate the maturity of all amounts outstanding. NW Holdings
was in compliance with this covenant at December 31, 2019, with a consolidated indebtedness to total capitalization ratio of
54.3%.
NW Natural
NW Natural's issuance of FMBs, which includes NW Natural's medium-term notes, under the Mortgage and Deed of Trust
(Mortgage) is limited by eligible property, adjusted net earnings, and other provisions of the Mortgage. The Mortgage constitutes
a first mortgage lien on substantially all of NW Natural's NGD property.
Maturities and Outstanding Long-Term Debt
Retirement of long-term debt for each of the annual periods through December 31, 2024 and thereafter are as follows:
In thousands
2020
2021
2022
2023
2024
Thereafter
The following table presents debt outstanding as of December 31:
$
Long-term debt
maturities
75,000
60,000
—
90,000
—
624,700
2019
2018
In thousands
NW Natural
First Mortgage Bonds:
8.310% Series due 2019
7.630% Series due 2019
5.370% Series due 2020
9.050% Series due 2021
3.176% Series due 2021
3.542% Series due 2023
5.620% Series due 2023
7.720% Series due 2025
6.520% Series due 2025
7.050% Series due 2026
3.211% Series due 2026
7.000% Series due 2027
2.822% Series due 2027
6.650% Series due 2027
6.650% Series due 2028
3.141% Series due 2029
7.740% Series due 2030
7.850% Series due 2030
5.820% Series due 2032
5.660% Series due 2033
5.250% Series due 2035
4.000% Series due 2042
4.136% Series due 2046
3.685% Series due 2047
4.110% Series due 2048
3.869% Series due 2049
Long-term debt, gross
Less: current maturities
Total long-term debt
$
— $
—
75,000
10,000
50,000
50,000
40,000
20,000
10,000
20,000
35,000
20,000
25,000
19,700
10,000
50,000
20,000
10,000
30,000
40,000
10,000
50,000
40,000
75,000
50,000
90,000
849,700
75,000
$
774,700
$
109
10,000
20,000
75,000
10,000
50,000
50,000
40,000
20,000
10,000
20,000
35,000
20,000
25,000
19,700
10,000
—
20,000
10,000
30,000
40,000
10,000
50,000
40,000
75,000
50,000
—
739,700
30,000
709,700
First Mortgage Bonds
In June 2019, NW Natural issued $140.0 million of FMBs consisting of $50.0 million with an interest rate of 3.141%, due in 2029,
and $90.0 million with an interest rate of 3.869%, due in 2049.
In September 2018, NW Natural issued $50.0 million of FMBs with an interest rate of 4.110%, due in 2048.
Retirements of Long-Term Debt
In September 2019, NW Natural retired $10.0 million of FMBs with an interest rate of 8.310%, and retired $20.0 million of FMBs
with an interest rate of 7.630% in December 2019.
In March 2018, NW Natural retired $22.0 million of FMBs with an interest rate of 6.600%, and retired $75.0 million of FMBs with
an interest rate of 1.545% in December 2018.
Fair Value of Long-Term Debt
NW Holdings' and NW Natural's outstanding debt does not trade in active markets. The fair value of debt is estimated using
natural gas distribution companies with similar credit ratings, terms, and remaining maturities to NW Holdings' and NW Natural's
debt that actively trade in public markets. Substantially all outstanding debt at NW Holdings is comprised of NW Natural debt.
These valuations are based on Level 2 inputs as defined in the fair value hierarchy. See Note 2.
The following table provides an estimate of the fair value of NW Holdings' long-term debt, including current maturities of long-
term debt, using market prices in effect on the valuation date:
In thousands
Gross long-term debt
Unamortized debt issuance costs
Carrying amount
Estimated fair value
December 31,
2019
2018
$
$
$
886,776
$
(5,712)
881,064
957,268
$
$
741,813
(5,577)
736,236
762,335
The following table provides an estimate of the fair value of NW Natural's long-term debt, including current maturities of long-
term debt, using market prices in effect on the valuation date:
In thousands
Gross long-term debt
Unamortized debt issuance costs
Carrying amount
Estimated fair value
December 31,
2019
2018
$
$
$
849,700
$
(5,712)
843,988
919,835
$
$
739,700
(5,577)
734,123
760,222
10. PENSION AND OTHER POSTRETIREMENT BENEFIT COSTS
NW Natural maintains a qualified non-contributory defined benefit pension plan (Pension Plan), non-qualified supplemental
pension plans for eligible executive officers and other key employees, and other postretirement employee benefit plans. NW
Natural also has a qualified defined contribution plan (Retirement K Savings Plan) for all eligible employees. The Pension Plan
and Retirement K Savings Plan have plan assets, which are held in qualified trusts to fund retirement benefits.
Effective January 1, 2007 and 2010, the qualified defined benefit pension plans and postretirement benefits for non-union
employees and union employees, respectively, were closed to new participants.
Non-union and union employees hired or re-hired after December 31, 2006 and 2009, respectively, and employees of NW
Natural subsidiaries are provided an enhanced Retirement K Savings Plan benefit.
110
The following table provides a reconciliation of the changes in NW Natural's benefit obligations and fair value of plan assets, as
applicable, for NW Natural's pension and other postretirement benefit plans, excluding the Retirement K Savings Plan, and a
summary of the funded status and amounts recognized in NW Holdings' and NW Natural's consolidated balance sheets as of
December 31:
In thousands
Reconciliation of change in benefit obligation:
Obligation at January 1
Service cost
Interest cost
Net actuarial (gain) loss
Benefits paid
Obligation at December 31
Reconciliation of change in plan assets:
Fair value of plan assets at January 1
Actual return on plan assets
Employer contributions
Benefits paid
Fair value of plan assets at December 31
Funded status at December 31
Postretirement Benefit Plans
Pension Benefits
Other Benefits
2019
2018
2019
2018
$
455,568
$
486,289
$
28,172
$
28,927
6,308
18,683
58,269
(23,160)
7,185
16,991
(32,979)
(21,918)
244
1,117
1,809
(1,774)
282
964
(327)
(1,674)
$
515,668
$
455,568
$
29,568
$
28,172
$
257,797
$
287,925
$
65,104
13,310
(23,160)
(25,925)
17,715
(21,918)
— $
—
1,774
(1,774)
313,051
$
257,797
$
— $
—
—
1,674
(1,674)
—
(202,617) $
(197,771) $
(29,568) $
(28,172)
$
$
NW Natural's Pension Plan had a projected benefit obligation of $477.3 million and $420.2 million at December 31, 2019 and
2018, respectively, and fair values of plan assets of $313.1 million and $257.8 million, respectively. The plan had an accumulated
benefit obligation of $434.9 million and $385.9 million at December 31, 2019 and 2018, respectively.
The following table presents amounts realized through regulatory assets or in other comprehensive loss (income) for the years
ended December 31:
Regulatory Assets
Other Comprehensive Loss (Income)
Pension Benefits
Other Postretirement Benefits
Pension Benefits
In thousands
2019
2018
2017
2019
2018
2017
2019
2018
2017
Net actuarial loss (gain)
$ 10,424
$ 14,261
$ 12,177
$ 1,809
$
(327) $
(214) $
3,595
$
(677) $
2,777
Amortization of:
Prior service cost
Actuarial loss
(7)
(42)
(127)
(14,057)
(18,761)
(14,802)
468
(369)
468
(448)
468
(696)
—
(648)
—
(1,052)
—
(946)
Total
$ (3,640) $ (4,542) $ (2,752) $ 1,908
$
(307) $
(442) $
2,947
$
(1,729) $
1,831
The following table presents amounts recognized in regulatory assets and accumulated other comprehensive loss (AOCL) at
December 31:
In thousands
Prior service cost (credit)
Net actuarial loss
Total
Regulatory Assets
AOCL
Pension Benefits
Other Postretirement Benefits
Pension Benefits
2019
2018
2019
2018
2019
2018
$
$
— $
7
$
(1,270) $
(1,738) $
— $
166,903
170,535
7,629
6,189
14,484
166,903
$
170,542
$
6,359
$
4,451
$
14,484
$
—
11,537
11,537
111
The following table presents amounts recognized by NW Holdings and NW Natural in AOCL and the changes in AOCL related to
NW Natural's non-qualified employee benefit plans:
In thousands
Beginning balance
Amounts reclassified to AOCL
Amounts reclassified from AOCL:
Amortization of actuarial losses
Reclassification of stranded tax effects(1)
Total reclassifications before tax
Tax expense (benefit)
Total reclassifications for the period
Ending balance
Year Ended December 31,
2019
2018
$
(7,188) $
(3,611)
648
(1,366)
(4,329)
784
(3,545)
$
(10,733) $
(8,438)
642
1,052
—
1,694
(444)
1,250
(7,188)
(1) Reclassification of $1.4 million of income tax effects resulting from the TCJA from accumulated other comprehensive loss to retained earnings
was made pursuant to the adoption of ASU 2018-02. See Note 2.
In 2020, NW Natural will amortize an estimated $18.3 million from regulatory assets to net periodic benefit costs, consisting of
$18.8 million of actuarial losses offset by $0.5 million of prior service credits. A total of $0.9 million will be amortized from AOCL
to earnings related to actuarial losses in 2020.
The assumed discount rates for NW Natural's Pension Plan and other postretirement benefit plans were determined
independently based on the FTSE Above Median Curve (discount rate curve), which uses high quality corporate bonds rated AA-
or higher by S&P or Aa3 or higher by Moody’s. The discount rate curve was applied to match the estimated cash flows in each of
the plans to reflect the timing and amount of expected future benefit payments for these plans.
The assumed expected long-term rate of return on plan assets for the Pension Plan was developed using a weighted-average of
the expected returns for the target asset portfolio. In developing the expected long-term rate of return assumption, consideration
was given to the historical performance of each asset class in which the plan’s assets are invested and the target asset
allocation for plan assets.
The investment strategy and policies for Pension Plan assets held in the retirement trust fund were approved by the NW Natural
Retirement Committee, which is composed of senior management with the assistance of an outside investment consultant. The
policies set forth the guidelines and objectives governing the investment of plan assets. Plan assets are invested for total return
with appropriate consideration for liquidity, portfolio risk, and return expectations. All investments are expected to satisfy the
prudent investments rule under the Employee Retirement Income Security Act of 1974. The approved asset classes may include
cash and short-term investments, fixed income, common stock and convertible securities, absolute and real return strategies,
and real estate. Plan assets may be invested in separately managed accounts or in commingled or mutual funds. Investment re-
balancing takes place periodically as needed, or when significant cash flows occur, in order to maintain the allocation of assets
within the stated target ranges. The retirement trust fund is not currently invested in NW Holdings or NW Natural securities.
The following table presents the Pension Plan asset target allocation at December 31, 2019:
Asset Category
Long government/credit
U.S. large cap equity
Non-U.S. equity
Absolute return strategies
U.S. small/mid cap equity
Real estate funds
High yield bonds
Emerging markets equity
Emerging market debt
Target Allocation
20%
18
18
12
10
7
5
5
5
Non-qualified supplemental defined benefit plan obligations were $38.3 million and $35.4 million at December 31, 2019 and
2018, respectively. These plans are not subject to regulatory deferral, and the changes in actuarial gains and losses, prior
service costs, and transition assets or obligations are recognized in AOCL, net of tax until they are amortized as a component of
net periodic benefit cost. These are unfunded, non-qualified plans with no plan assets; however, a significant portion of the
obligations is indirectly funded with company and trust-owned life insurance and other assets.
112
Other postretirement benefit plans are unfunded plans but are subject to regulatory deferral. The actuarial gains and losses, prior
service costs, and transition assets or obligations for these plans are recognized as a regulatory asset.
Net periodic benefit costs consist of service costs, interest costs, the expected returns on plan assets, and the amortization of
gains and losses and prior service costs. The gains and losses are the sum of the actuarial and asset gains and losses
throughout the year and are amortized over the average remaining service period of active participants. The asset gains and
losses are based in part on a market-related valuation of assets. The market-related valuation reflects differences between
expected returns and actual investment returns with the differences recognized over a two-year period from the year in which
they occur, thereby reducing year-to-year net periodic benefit cost volatility.
The service cost component of net periodic benefit cost for NW Natural pension and other postretirement benefit plans is
recognized in operations and maintenance expense in the consolidated statements of comprehensive income. The other non-
service cost components are recognized in other income (expense), net in the consolidated statements of comprehensive
income. The following table provides the components of net periodic benefit cost for NW Natural's pension and other
postretirement benefit plans for the years ended December 31:
In thousands
Service cost
Interest cost
Expected return on plan assets
Amortization of prior service costs
Amortization of net actuarial loss
Net periodic benefit cost
Amount allocated to construction
Amount deferred to regulatory balancing account
Net periodic benefit cost charged to expense
Regulatory pension disallowance
Amortization of regulatory balancing account
Pension Benefits
Other Postretirement Benefits
2019
2018
2017
2019
2018
2017
$
6,308
$
7,185
$
7,090
$
244
$
18,684
(20,854)
7
14,704
18,849
(2,493)
—
16,356
10,500
16,841
16,991
18,111
(20,639)
(20,433)
43
19,813
23,393
(2,764)
(10,314)
10,315
—
—
127
15,748
20,643
(6,597)
(6,542)
7,504
—
—
1,116
—
(468)
368
1,260
(86)
—
$
282
964
—
(468)
448
1,226
(98)
—
1,174
1,128
—
—
—
—
341
1,141
—
(468)
696
1,710
(587)
—
1,123
—
—
Net amount charged to expense
$
43,697
$
10,315
$
7,504
$
1,174
$
1,128
$
1,123
Net periodic benefit costs are reduced by amounts capitalized to NGD plant. In addition, a certain amount of net periodic benefit
costs were recorded to the regulatory balancing account, representing net periodic pension expense for the Pension Plan above
the amount set in rates, as approved by the OPUC, from 2011 through October 31, 2018.
In March 2019, the OPUC issued an order concluding the NW Natural 2018 Oregon rate case. The order allowed for the
application of certain deferred revenues and tax benefits from the TCJA to reduce NW Natural's pension regulatory balancing
account. A corresponding total of $12.5 million in pension expenses were recognized in operating and maintenance expense and
other income (expense), net in the consolidated statements of comprehensive income in the first quarter of 2019, with offsetting
benefits recorded within operating revenues and income taxes. The order also directed NW Natural to reduce the balancing
account by an additional $10.5 million, of which $3.9 million was charged to operations and maintenance expense and $6.6
million was charged to other income (expense), net in the consolidated statements of comprehensive income. Amortization of the
remaining amount of the balancing account began in the second quarter of 2019 in accordance with the order.
Total amortization of the regulatory balancing account of $16.8 million in 2019, of which $6.2 million was charged to operations
and maintenance expense and $10.6 million was charged to other income (expense), net. Total deferrals of the regulatory
balancing account were $10.3 million in 2018, of which $2.4 million was deferred from operations and maintenance expense and
$7.9 million was deferred from other income (expense), net.
113
The following table provides the assumptions used in measuring periodic benefit costs and benefit obligations for the years
ended December 31:
Pension Benefits
Other Postretirement Benefits
2019
2018
2017
2019
2018
2017
Assumptions for net periodic benefit cost:
Weighted-average discount rate
4.19%
3.51%
3.99%
4.13%
3.44%
3.85%
Rate of increase in compensation
3.25-3.5%
3.25-4.5%
3.25-4.5%
Expected long-term rate of return
7.50%
7.50%
7.50%
Assumptions for year-end funded status:
Weighted-average discount rate
Rate of increase in compensation(1)
3.16%
4.20%
3.52%
3.50-6.50%
3.25-4.5%
3.25-4.5%
n/a
n/a
3.11%
n/a
n/a
n/a
4.13%
n/a
n/a
n/a
3.44%
n/a
Expected long-term rate of return
n/a
(1)Rate assumption is 6.50% in 2020 and 3.50% thereafter. The 2020 compensation increase assumption was a result of the 2019 execution of a
new collective bargaining agreement with unionized members of NW Natural effective December 1, 2019.
7.25%
7.50%
7.50%
n/a
n/a
The assumed annual increase in health care cost trend rates used in measuring other postretirement benefits as of
December 31, 2019 was 6.50%. These trend rates apply to both medical and prescription drugs. Medical costs and prescription
drugs are assumed to decrease gradually each year to a rate of 4.75% by 2026.
Assumed health care cost trend rates can have a significant effect on the amounts reported for the health care plans; however,
other postretirement benefit plans have a cap on the amount of costs reimbursable by NW Natural.
A one percentage point change in assumed health care cost trend rates would have the following effects:
In thousands
Effect on net periodic postretirement health care benefit cost
Effect on the accumulated postretirement benefit obligation
1% Increase
1% Decrease
$
49
$
710
(44)
(640)
Mortality assumptions are reviewed annually and are updated for material changes as necessary. In 2019, mortality rate
assumptions were updated from RP-2014 mortality tables using scale MP-2018 to Pri-2012 mortality tables using scale
MP-2019, which partially offset increases of the projected benefit obligation.
The following table provides information regarding employer contributions and benefit payments for NW Natural's Pension Plan,
non-qualified pension plans, and other postretirement benefit plans for the years ended December 31, and estimated future
contributions and payments:
In thousands
Employer Contributions:
2018
2019
2020 (estimated)
Benefit Payments:
2017
2018
2019
Estimated Future Benefit Payments:
2020
2021
2022
2023
2024
2025-2029
Pension Benefits
Other Benefits
$
17,715
$
13,310
31,338
31,580
21,918
23,160
23,412
24,304
25,094
25,941
26,757
148,000
1,674
1,774
1,756
1,737
1,674
1,774
1,756
1,833
1,848
1,899
1,903
8,945
Employer Contributions to Company-Sponsored Defined Benefit Pension Plans
NW Natural makes contributions to its qualified defined benefit Pension Plans based on actuarial assumptions and estimates, tax
regulations, and funding requirements under federal law. The Pension Protection Act of 2006 (the Act) established funding
requirements for defined benefit plans. The Act establishes a 100% funding target over seven years for plan years beginning
after December 31, 2008. In July 2012, President Obama signed the Moving Ahead for Progress in the 21st Century Act
114
(MAP-21) into law, which changed several provisions affecting pension plans, including temporary funding relief and Pension
Benefit Guaranty Corporation (PBGC) premium increases, which shifts the level of minimum required contributions from the
short-term to the long-term as well as increasing the operational costs of running a pension plan. MAP-21 established a new
minimum and maximum corridor for segment rates based on a 25-year average of bond yields, which resulted in lower minimum
contributions requirements than those under previous regulations. MAP-21, as amended, provides for the current corridor to be
in effect through 2020 and subsequently broaden on an annual basis from 2021 through 2024.
The Pension Plan was underfunded by $164.3 million at December 31, 2019. NW Natural made cash contributions totaling $11.0
million to its Pension Plan for 2019. During 2020, NW Natural expects to make contributions of approximately $29.0 million to
this plan.
Multiemployer Pension Plan
In addition to the NW Natural-sponsored Pension Plan presented above, prior to 2014 NW Natural contributed to a
multiemployer pension plan for its NGD union employees known as the Western States Office and Professional Employees
International Union Pension Fund (Western States Plan). That plan's employer identification number is 94-6076144. Effective
December 22, 2013, NW Natural withdrew from the plan, which was a noncash transaction. Vested participants will receive all
benefits accrued through the date of withdrawal. As the plan was underfunded at the time of withdrawal, NW Natural was
assessed a withdrawal liability of $8.3 million, plus interest, which requires NW Natural to pay $0.6 million each year to the plan
for 20 years beginning in July 2014. The cost of the withdrawal liability was deferred to a regulatory account on the balance
sheet.
Payments were $0.6 million for 2019, and as of December 31, 2019 the liability balance was $6.5 million. Contributions to the
plan were $0.6 million for each of 2018 and 2017, which was approximately 5% to 6% of the total contributions to the plan by all
employer participants in those years.
Defined Contribution Plan
NW Natural's Retirement K Savings Plan is a qualified defined contribution plan under Internal Revenue Code Sections 401(a)
and 401(k). NW Natural contributions totaled $7.0 million, $6.5 million, and $5.4 million for 2019, 2018, and 2017, respectively.
The Retirement K Savings Plan includes an Employee Stock Ownership Plan.
Deferred Compensation Plans
NW Natural's supplemental deferred compensation plans for eligible officers and senior managers are non-qualified plans. These
plans are designed to enhance the retirement savings of employees and to assist them in strengthening their financial security
by providing an incentive to save and invest regularly.
Fair Value
Below is a description of the valuation methodologies used for assets measured at fair value. In cases where NW Natural's
Pension Plan is invested through a collective trust fund or mutual fund, the fund's market value is utilized. Market values for
investments directly owned are also utilized.
U.S. EQUITY. These are non-published net asset value (NAV) assets. The non-published NAV assets consist of commingled trusts
where NAV is not published but the investment can be readily disposed of at NAV or market value. The underlying investments in
this asset class includes investments primarily in U.S. common stocks.
INTERNATIONAL/GLOBAL EQUITY. These are Level 1 and non-published NAV assets. The Level 1 asset is a mutual fund, and the
non-published NAV assets consist of commingled trusts where the NAV/unit price is not published, but the investment can be
readily disposed of at the NAV/unit price. The mutual funds has a readily determinable fair value, including a published NAV, and
the commingled trusts are valued at unit price. This asset class includes investments primarily in foreign equity common stocks.
LIABILITY HEDGING. These are non-published NAV assets. The non-published NAV assets consist of commingled trusts where
NAV is not published but the investment can be readily disposed of at NAV or market value. The underlying investments in this
asset class include long duration fixed income investments primarily in U.S. treasuries, U.S. government agencies, municipal
securities, mortgage-backed securities, asset-backed securities, as well as U.S. and international investment-grade corporate
bonds.
OPPORTUNISTIC. These are non-published NAV assets consisting of commingled trusts where the investments can be readily
disposed of at unit price, and a hedge fund of funds where the valuation is not published. This hedge fund of funds is winding
down. Based on recent dispositions, NW Natural believes the remaining investment is fairly valued. The hedge fund of funds is
valued at the weighted average value of investments in various hedge funds, which in turn are valued at the closing price of the
underlying securities. This asset class includes investments in emerging market debt, leveraged loans, REITs, high yield bonds,
a commodities fund, and a hedge fund of funds.
115
ABSOLUTE RETURN STRATEGY. This is a non-published NAV asset consisting of a hedge fund of funds where the valuation is not
published. This hedge fund of funds is winding down. Based on recent dispositions, NW Natural believes the remaining
investment is fairly valued. The hedge fund of funds is valued at the weighted average value of investments in various hedge
funds, which in turn are valued at the closing price of the underlying securities. This asset class primarily includes investments in
common stocks and fixed income securities.
CASH AND CASH EQUIVALENTS. These are Level 1 and non-published NAV assets. The Level 1 assets consist of cash in U.S.
dollars, which can be readily disposed of at face value. The non-published NAV assets represent mutual funds without published
NAV's but the investment can be readily disposed of at the NAV. The mutual funds are valued at the NAV of the shares held by
the plan at the valuation date.
The preceding valuation methods may produce a fair value calculation that is not indicative of net realizable value or reflective of
future fair values. Although we believe these valuation methods are appropriate and consistent with other market participants,
the use of different methodologies or assumptions to determine the fair value of certain investments could result in a different fair
value measurement at the reporting date.
Investment securities are exposed to various financial risks including interest rate, market, and credit risks. Due to the level of
risk associated with certain investment securities, it is reasonably possible that changes in the values of NW Natural's investment
securities will occur in the near term and such changes could materially affect NW Natural's investment account balances and
the amounts reported as plan assets available for benefit payments.
The following tables present the fair value of NW Natural's plan assets, including outstanding receivables and liabilities, of NW
Natural's retirement trust fund:
In thousands
Investments
US equity
International / Global equity
Liability hedging
Opportunistic
Cash and cash equivalents
Total investments
Investments
US equity
International / Global equity
Liability hedging
Opportunistic
Cash and cash equivalents
Total investments
Receivables:
Accrued interest and dividend income
Due from broker for securities sold
Total receivables
Liabilities:
Due to broker for securities purchased
December 31, 2019
Level 1
Level 2
Level 3
Non-Published
NAV(1)
Total
$
— $
— $
— $
95,604
$
95,604
33,168
—
—
—
—
—
—
—
—
—
—
—
74,337
93,028
9,864
7,049
107,505
93,028
9,864
7,049
$
33,168
$
— $
— $
279,882
$
313,050
December 31, 2018
Level 1
Level 2
Level 3
Non-Published
NAV(1)
Total
$
— $
— $
— $
85,233
$
24,994
—
—
—
—
—
—
—
—
—
—
—
70,017
45,659
23,186
8,707
85,233
95,011
45,659
23,186
8,707
$
24,994
$
— $
— $
232,802
$
257,796
December 31,
2019
2018
$
3,243
$
—
3,243
3,242
1
—
1
—
Total investment in retirement trust
257,797
(1) The fair value for these investments is determined using Net Asset Value per share (NAV) as of December 31, as a practical expedient,
and therefore they are not classified within the fair value hierarchy. These investments primarily consist of institutional investment
products, for which the NAV is generally not publicly available.
313,051
$
$
116
11. INCOME TAX
The following table provides a reconciliation between income taxes calculated at the statutory federal tax rate and the provision
for income taxes reflected in the NW Holdings and NW Natural statements of comprehensive income or loss for December 31:
Dollars in thousands
2019
2018
2017
2019
2018
2017
Income taxes at federal statutory rate
$ 16,370
$ 19,222
$ 39,578
$ 17,438
$ 19,434
$ 39,624
NW Holdings
NW Natural
Increase (decrease):
State income tax, net of federal
4,422
4,927
5,066
4,716
4,982
5,072
Differences required to be flowed-through by regulatory
commissions
(5,772)
1,302
(5,772)
1,302
Effect of the TCJA
Deferred tax rate differential post-TCJA
Regulatory settlement
Other, net
—
—
(1,129)
(1,249)
2,357
(3,376)
—
—
—
(76)
—
—
—
(1,129)
(1,188)
2,357
(2,956)
—
—
—
(75)
—
(1,184)
(2,617)
(1,184)
(2,619)
Total provision for income taxes
$ 12,642
$ 24,191
$ 41,008
$ 14,065
$ 24,459
$ 41,478
Effective tax rate
16.2%
26.4%
36.3%
16.9%
26.4%
36.6%
The NW Holdings and NW Natural effective income tax rates for 2019 compared to 2018 changed primarily as a result of lower
pre-tax income and amortization of excess deferred income tax benefits as ordered by regulatory commissions. The NW
Holdings and NW Natural effective income tax rates for 2018 compared to 2017 changed primarily as a result of the lower
federal corporate income tax rate provided for by the TCJA.
The provision for current and deferred income taxes consists of the following at December 31:
In thousands
Current
Federal
State
Deferred
Federal
State
NW Holdings
NW Natural
2019
2018
2017
2019
2018
2017
$
5,530
$
8,953
$
19,345
$
6,755
$
9,127
$
19,304
1,667
7,197
1,515
3,930
5,445
3,785
12,738
9,001
2,452
11,453
5,963
25,308
13,869
1,831
15,700
2,101
8,856
1,340
3,869
5,209
3,846
12,973
9,025
2,461
11,486
5,956
25,260
14,371
1,847
16,218
Income tax provision
$
12,642
$
24,191
$
41,008
$
14,065
$
24,459
$
41,478
The following table summarizes the tax effect of significant items comprising NW Holdings and NW Natural's deferred income tax
balances recorded at December 31:
In thousands
Deferred tax liabilities:
Plant and property
Leases receivable
Pension and postretirement obligations
Income tax regulatory asset
Other
NW Holdings
NW Natural
2019
2018
2019
2018
$
269,886
$
288,385
$
281,044
$
303,186
40,133
22,635
19,382
751
—
27,135
21,403
1,061
40,133
22,635
19,382
410
—
27,135
21,402
537
Total deferred income tax liabilities
$
352,787
$
337,984
$
363,604
$
352,260
Deferred income tax assets:
Income tax regulatory liability
Other intangible assets
Net operating losses and credits carried forward
Total deferred income tax assets
Total net deferred income tax liabilities
$
54,259
$
57,469
$
54,259
$
57,469
2,723
162
—
52
—
48
—
52
$
$
57,144
295,643
$
$
57,521
280,463
$
$
54,307
309,297
$
$
57,521
294,739
117
At December 31, 2019 and 2018, regulatory income tax assets of $16.9 million and $19.1 million, respectively, were recorded by
NW Natural, a portion of which is recorded in current assets. These regulatory income tax assets primarily represent future rate
recovery of deferred tax liabilities, resulting from differences in NGD plant financial statement and tax bases and NGD plant
removal costs, which were previously flowed through for rate making purposes and to take into account the additional future
taxes, which will be generated by that recovery. These deferred tax liabilities, and the associated regulatory income tax assets,
are currently being recovered through customer rates. At December 31, 2019 and 2018, regulatory income tax assets of $2.5
million and $2.3 million, respectively, were recorded by NW Natural, representing future recovery of deferred tax liabilities
resulting from the equity portion of AFUDC.
At December 31, 2019 and 2018, deferred tax assets of $54.3 million and $57.5 million, respectively, were recorded by NW
Natural representing the future income tax benefit associated with the excess deferred income tax regulatory liability recorded as
a result of the lower federal corporate income tax rate provided for by the TCJA. At December 31, 2019 and 2018, regulatory
liability balances representing the benefit of the change in deferred taxes as a result of the TCJA of $205.0 million and $217.1
million, respectively, were recorded by NW Natural.
NW Natural’s natural gas utility rates include an allowance to provide for the recovery of the anticipated provision for income
taxes incurred as a result of providing regulated services. As a result of the 21 percent federal corporate income tax rate enacted
in 2017, NW Natural recorded an additional regulatory liability in 2018 and 2019 reflecting the deferral of the estimated rate
benefit for customers. The deferral period for Oregon ended on October 31, 2018 coincident with new rates beginning November
1, 2018. The deferral period for Washington ended on October 31, 2019 coincident with new rates beginning November 1, 2019.
At December 31, 2019 and 2018, a regulatory liability of $1.7 million and $8.2 million, respectively, was recorded to reflect this
estimated revenue deferral.
NW Holdings and NW Natural assess the available positive and negative evidence to estimate if sufficient taxable income will be
generated to utilize their respective existing deferred tax assets. Based upon this assessment, NW Holdings and NW Natural
determined that it is more likely than not that all of their respective deferred tax assets recorded as of December 31, 2019 will be
realized.
The Company estimates it has net operating loss (NOL) carryforwards of $0.4 million for federal taxes and $0.4 million for
Oregon taxes at December 31, 2019. We anticipate fully utilizing these NOL carryforward balances before they begin to expire in
2027 for federal and 2022 for Oregon. California alternative minimum tax (AMT) credits of $0.1 million are also available. The
AMT credits do not expire.
Uncertain tax positions are accounted for in accordance with accounting standards that require an assessment of the anticipated
settlement outcome of material uncertain tax positions taken in a prior year, or planned to be taken in the current year. Until such
positions are sustained, the uncertain tax benefits resulting from such positions would not be recognized. No reserves for
uncertain tax positions were recorded as of December 31, 2019, 2018, or 2017.
The federal income tax returns for tax years 2015 and earlier are closed by statute. The IRS Compliance Assurance Process
(CAP) examination of the 2016 and 2017 tax years have been completed. There were no material changes to these returns as
filed. The 2018 and 2019 tax years are currently under IRS CAP examination. Our 2020 CAP application has been filed. Under
the CAP program, NW Holdings and NW Natural work with the IRS to identify and resolve material tax matters before the tax
return is filed each year.
As of December 31, 2019, income tax years 2015 through 2018 remain open for examination by the State of California. Income
tax year 2018 is open for examination by the State of Idaho. The State of Oregon examined the Oregon corporate income tax
returns for tax years 2015, 2016, and 2017. No material changes occurred as a result of this examination.
U.S. Federal TCJA Matters
On December 22, 2017, the TCJA was enacted and permanently lowered the U.S. federal corporate income tax rate to 21% from
the previous maximum rate of 35%, effective for the tax year beginning January 1, 2018. The TCJA included specific provisions
related to regulated public utilities that provide for the continued deductibility of interest expense and the elimination of bonus tax
depreciation for property both acquired and placed into service on or after January 1, 2018.
Under pre-TCJA law, business interest was generally deductible in the determination of taxable income. The TCJA imposed a
new limitation on the deductibility of net business interest expense in excess of approximately 30 percent of adjusted taxable
income. Taxpayers operating in the trade or business of a regulated utility are excluded from these new interest expense
limitations. Proposed U.S. Treasury Regulations were published in November of 2018 which provide a de minimis rule whereby if
90 percent or more of a taxpayer's adjusted asset basis is allocable to regulated utility activities, then all of the business interest
expense of that taxpayer is deemed to be excepted business interest of the regulated utility activity and is thereby not limited
under the TCJA. As a result of the de minimis rule, NW Holdings and NW Natural anticipate that business interest expense will
not be limited under the TCJA.
118
The TCJA generally provides for immediate full expensing for qualified property both acquired and placed in service after
September 27, 2017 and before January 1, 2023. This would generally provide for accelerated cost recovery for capital
investments. However, the definition of qualified property excludes property used in the trade or business of a regulated utility.
Final U.S. Treasury Regulations were published in September of 2019 which clarified that bonus tax depreciation would not be
available for regulated utility activity assets both acquired and placed in service by NW Holdings or NW Natural on or after
January 1, 2018. Proposed U.S. Treasury Regulations released in September of 2019 indicated that long production period
property acquired before September 27, 2017 continues to qualify for bonus depreciation in the year placed in service consistent
with pre-TCJA law.
The SEC staff previously issued Staff Accounting Bulletin 118, which provided guidance on accounting for the tax effects of the
TCJA. SAB 118 provided a measurement period that should not extend beyond one year from the TCJA enactment date for
companies to complete the accounting for the TCJA under ASC 740. To the extent that a company’s accounting for certain
income tax effects of the TCJA was incomplete but a reasonable estimate could be made, a company would record a provisional
estimate in the financial statements. NW Natural previously disclosed that due to uncertainties with respect to the availability of
bonus tax depreciation for regulated utility activity assets under the TCJA that the effects of bonus tax depreciation for assets
placed in service after September 27, 2017 but before January 1, 2018 had not been recorded. The determination to exclude all
assets placed in service after September 27, 2017 but before January 1, 2018 from bonus tax depreciation was provisional as
provided for under SAB 118.
As a result of the Proposed Regulations on bonus tax depreciation published in August of 2018, NW Natural revised the
provisional estimate of deferred taxes and income taxes payable to reflect the effects of bonus tax depreciation for assets placed
in service after September 27, 2017 but before January 1, 2018. In the third quarter of 2018, NW Natural recognized increases to
prepaid income tax of $7.4 million, deferred income tax liability of $4.1 million, and regulatory liability of $3.3 million. In the fourth
quarter of 2018, NW Natural recognized additional increases to prepaid income tax of $0.5 million, deferred income tax liability of
$0.3 million, and regulatory liability of $0.2 million. The accounting for income tax effects of the TCJA was complete at the end of
calendar year 2018.
NW Natural previously filed applications with the OPUC and WUTC to defer the NGD net income tax benefits resulting from the
TCJA. In March 2019, the OPUC issued an order addressing the regulatory amortization of the income tax benefits from the
TCJA that NW Natural deferred for Oregon customers in December of 2017. Under the order, NW Natural will provide the benefit
of these TCJA income tax deferrals to Oregon customers through ongoing annual credits to customer base rates and as a one-
time recovery of a portion of the pension balancing account regulatory asset balance. On an annualized basis, it is anticipated
that the income tax benefits from the provision of these TCJA benefits to customers should approximate the reduction to pretax
income that occurs as a result of the customer base rate credits and one-time recovery of a portion of the pension balancing
account.
In October 2019, the WUTC issued an order addressing the regulatory amortization of the income tax benefits from the TCJA
that NW Natural deferred for Washington customers in December of 2017. Under the order, NW Natural will provide deferred
income tax benefits from the TCJA to customers through base rate credits beginning November 1, 2019.
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12. PROPERTY, PLANT, AND EQUIPMENT
The following table sets forth the major classifications of property, plant, and equipment and accumulated depreciation of
continuing operations at December 31:
In thousands
NW Natural:
NGD plant in service
NGD work in progress
Less: Accumulated depreciation
NGD plant, net
Other plant in service
Other construction work in progress
Less: Accumulated depreciation
Other plant, net(1)
Total property, plant, and equipment
Other (NW Holdings):
Other plant in service
Less: Accumulated depreciation
Other plant, net(1)
NW Holdings:
Total property, plant, and equipment
NW Natural and NW Holdings:
2019
2018
$
3,302,049
$
3,134,122
84,965
1,017,931
2,369,083
63,513
5,548
18,662
50,399
204,978
974,252
2,364,848
66,009
5,330
18,603
52,736
2,419,482
$
2,417,584
20,671
$
1,254
19,417
4,051
263
3,788
$
$
$
2,438,899
$
2,421,372
Capital expenditures in accrued liabilities
(1) NW Natural previously reported other balances which were restated due to certain assets and liabilities now being classified as
32,502
$
$
23,676
discontinued operations assets and liabilities in its balance sheets. See Note 19 for further discussion.
Accumulated depreciation does not include the accumulated provision for asset removal costs of $401.9 million and $380.5
million at December 31, 2019 and 2018, respectively. These accrued asset removal costs are reflected on the balance sheet as
regulatory liabilities. See Note 2. During 2019 and 2018, no equipment was acquired under capital leases.
NW Holdings
Other plant balances include long-lived assets associated with water operations and non-regulated activities not held by NW
Natural or its subsidiaries.
NW Natural
Other plant balances include long-lived assets not related to NGD and long-lived assets that may be used to support NGD
operations.
The weighted average depreciation rate for NGD assets was 2.9% during 2019 and 2.8% during 2018, and 2017. The weighted
average depreciation rate for assets not related to NGD was 1.8% in 2019, 2.2% in 2018, and 1.9% in 2017.
In October 2017, NW Natural entered into a 20-year lease agreement expected to commence in 2020 for its new corporate
operations center location in Portland, Oregon. Under the new lease standard, NW Natural is no longer considered the
accounting owner of the asset during construction. As such, the build to suit asset and liability balances at December 31, 2018 of
$26.0 million were derecognized in January 2019. The previous build to suit balances were recorded under ASC 840 within
property, plant and equipment and other non-current liabilities in the consolidated balance sheet.
In May 2019, NW Natural placed its North Mist gas storage expansion facility into service and commenced storage services to
the facility's single customer, PGE. Under U.S. GAAP, this agreement is classified as a sales-type lease and qualifies for
regulatory accounting deferral treatment. Accordingly, the project was de-recognized from property, plant and equipment upon
lease commencement and the investment balance is presented net of the current portion of scheduled billings within assets
under sales-type leases on the consolidated balance sheets. A total of $146.0 million was de-recognized from plant on the lease
commencement date. The facility is included within rate base for ratemaking purposes. See Note 7 for information regarding
leases, including North Mist.
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13. GAS RESERVES
NW Natural has invested $188 million through the gas reserves program in the Jonah Field located in Wyoming as of
December 31, 2019. Gas reserves are stated at cost, net of regulatory amortization, with the associated deferred tax benefits
recorded as liabilities in the consolidated balance sheets. The investment in gas reserves provides long-term price protection
for NGD customers through the original agreement with Encana Oil & Gas (USA) Inc. under which NW Natural invested $178
million and the amended agreement with Jonah Energy LLC under which an additional $10 million was invested.
NW Natural entered into the original agreements with Encana in 2011 under which NW Natural holds working interests in
certain sections of the Jonah Field. Gas produced in these sections is sold at prevailing market prices, and revenues from such
sales, net of associated operating and production costs and amortization, are credited to the NGD cost of gas. The cost of gas,
including a carrying cost for the rate base investment, is included in the annual Oregon PGA filing, which allows NW Natural to
recover these costs through customer rates. The investment under the original agreement, less accumulated amortization and
deferred taxes, earns a rate of return.
In March 2014, NW Natural amended the original gas reserves agreement in order to facilitate Encana's proposed sale of its
interest in the Jonah field to Jonah Energy. Under the amendment, NW Natural ended the drilling program with Encana, but
increased its working interests in its assigned sections of the Jonah field. NW Natural also retained the right to invest in new
wells with Jonah Energy. Under the amended agreement there is still the option to invest in additional wells on a well-by-well
basis with drilling costs and resulting gas volumes shared at NW Natural's amended proportionate working interest for each well
in which it invests. NW Natural elected to participate in some of the additional wells drilled in 2014, but has not participated in
additional wells since 2014. However, there may be the opportunity to participate in more wells in the future.
Gas produced from the additional wells is included in the Oregon PGA at a fixed rate of $0.4725 per therm, which approximates
the 10-year hedge rate plus financing costs at the inception of the investment.
Gas reserves acted to hedge the cost of gas for approximately 5%, 6%, and 6% of NGD gas supplies for the years ended
December 31, 2019, 2018, and 2017 respectively.
The following table outlines NW Natural's net gas reserves investment at December 31:
In thousands
Gas reserves, current
Gas reserves, non-current
Less: Accumulated amortization
Total gas reserves(1)
Less: Deferred taxes on gas reserves
Net investment in gas reserves
2019
2018
$
$
15,278
$
172,029
123,635
63,672
15,515
48,157
$
16,647
170,660
104,463
82,844
20,071
62,773
(1) The net investment in additional wells included in total gas reserves was $3.8 million and $4.8 million at December 31, 2019 and 2018,
respectively.
NW Natural's investment is included in NW Holdings' and NW Natural's consolidated balance sheets under gas reserves with
the maximum loss exposure limited to the investment balance.
14. INVESTMENTS
Investments include financial investments in life insurance policies, and equity method investments in certain partnerships and
limited liability companies. The following table summarizes other investments at December 31:
In thousands
Investments in life insurance policies
Investments in gas pipeline
Other
Total other investments
NW Holdings
NW Natural
2019
2018
2019
2018
$
$
49,837
$
49,922
$
49,837
$
49,922
13,472
24
13,571
65
—
—
—
—
63,333
$
63,558
$
49,837
$
49,922
Investment in Life Insurance Policies
NW Natural has invested in key person life insurance contracts to provide an indirect funding vehicle for certain long-term
employee and director benefit plan liabilities. The amount in the above table is reported at cash surrender value, net of policy
loans.
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Investments in Gas Pipeline
Trail West Pipeline, LLC (TWP), a wholly-owned subsidiary of TWH, is pursuing the development of a new gas transmission
pipeline that would provide an interconnection with NW Natural's NGD system. NWN Energy, a wholly-owned subsidiary of NW
Holdings, owns 50% of TWH, and 50% is owned by TransCanada American Investments Ltd., an indirect wholly-owned
subsidiary of TransCanada Corporation.
Variable Interest Entity (VIE) Analysis
TWH is a VIE, with NW Holdings' investment in TWP reported under equity method accounting. It has been determined that NW
Holdings is not the primary beneficiary of TWH’s activities as it only has a 50% share of the entity, and there are no stipulations
that allow NW Holdings a disproportionate influence over it. Investments in TWH and TWP are included in other investments on
NW Holdings' balance sheet. If this investment is not developed, then the maximum loss exposure related to TWH is limited to
NW Holdings' equity investment balance, less its share of any cash or other assets available to NW Holdings as a 50% owner.
The investment balance in TWH was $13.4 million at December 31, 2019 and 2018.
Impairment Analysis
Investments in nonconsolidated entities accounted for under the equity method are reviewed for impairment at each reporting
period and following updates to our corporate planning assumptions. If it is determined a loss in value is other than temporary, a
charge is recognized for the difference between the investment’s carrying value and its estimated fair value. Fair value is based
on quoted market prices when available or on the present value of expected future cash flows. Differing assumptions could affect
the timing and amount of a charge recorded in any period.
In 2011, TWP withdrew its original application with the FERC for a proposed natural gas pipeline in Oregon and informed FERC
that it intended to re-file an application to reflect changes in the project scope aligning the project with the region’s current and
future gas infrastructure needs. TWP continues working with customers in the Pacific Northwest to further understand their gas
transportation needs and determine the commercial support for a revised pipeline proposal. A new FERC certificate application is
expected to be filed to reflect a revised scope based on these regional needs.
NW Holdings' equity investment was not impaired at December 31, 2019 as the fair value of expected cash flows from planned
development exceeded NW Holdings' remaining equity investment of $13.4 million at December 31, 2019. However, if NW
Holdings learns that the project is not viable or will not go forward, it could be required to recognize a maximum charge of up to
approximately $13.4 million based on the current amount of the equity investment, net of cash and working capital at TWP. NW
Holdings will continue to monitor and update the impairment analysis as required.
15. BUSINESS COMBINATIONS
2019 Business Combinations
Sunriver
On May 31, 2019, NWN Water of Oregon, a wholly-owned indirect subsidiary of NW Holdings, completed the acquisition of
Sunriver Water and Sunriver Environmental (collectively referred to as Sunriver), a privately-owned water utility and wastewater
treatment company located in Sunriver, Oregon that serves approximately 9,400 connections. The acquisition-date fair value of
the total consideration transferred, after closing adjustments, was approximately $55.0 million in cash consideration. The
transaction aligns with NW Holdings' water sector strategy as it continues to expand its water utility service territory in the Pacific
Northwest and begins to pursue wastewater investment opportunities.
The Sunriver acquisition met the criteria of a business combination, and as such a preliminary allocation of the consideration to
the acquired assets based on their estimated fair value as of the acquisition date was performed. In accordance with U.S. GAAP,
the fair value determination was made using existing regulatory conditions for assets associated with Sunriver Water, LLC as
well as existing market conditions and standard valuation approaches for assets associated with Sunriver Environmental, LLC in
order to allocate value as determined by an independent third party assessor for certain assets, which involved the use of
management judgment in determining the significant estimates and assumptions used by the assessor, with the remaining
difference from the consideration transferred being recorded as goodwill. This allocation is considered preliminary as of
December 31, 2019, as facts and circumstances that existed as of the acquisition date may be discovered as we continue to
integrate Sunriver. As a result, subsequent adjustments to the preliminary valuation of tangible assets, contract assets and
liabilities, tax positions, and goodwill may be required. Subsequent adjustments are not expected to be significant, and any such
adjustments are expected to be completed within the one-year measurement period. The acquisition costs were expensed as
incurred.
Preliminary goodwill of $40.1 million was recognized from this acquisition. The goodwill recognized is attributable to Sunriver's
regulated water utility service territory, experienced workforce, and the strategic benefits for both the water utility and wastewater
services expected from growth in its service territory. No intangible assets aside from goodwill were acquired. The total amount
of goodwill that is expected to be deductible for income tax purposes is approximately $50.2 million.
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The preliminary purchase price for the acquisition has been allocated to the net assets acquired as of the acquisition date and is
as follows:
In thousands
Current assets
Property, plant and equipment
Goodwill
Deferred tax assets
Current liabilities
Total net assets acquired
December 31, 2019
$
$
221
13,819
40,118
812
(22)
54,948
The amount of Sunriver revenues included in NW Holdings' consolidated statements of comprehensive income is $3.7 million for
the year ended December 31, 2019. Earnings from Sunriver activities for the year ended December 31, 2019 were not material
to the results of NW Holdings.
Other Acquisitions
During the year ended December 31, 2019, NWN Water completed three additional acquisitions qualifying as business
combinations. The aggregate fair value of the preliminary consideration transferred for these acquisitions was approximately
$2.0 million. These business combinations were not significant to NW Holdings' results of operations.
2018 Business Combinations
Falls Water
On September 13, 2018, NWN Water, then a wholly-owned subsidiary of NW Natural and now a wholly-owned subsidiary of NW
Holdings, completed the acquisition of Falls Water, a privately-owned water utility in the Pacific Northwest for non-cash
consideration of $8.5 million, in the form of 125,000 shares of NW Natural common stock, which were converted to NW Holdings
common stock in our October 1, 2018 reorganization. Falls Water became a wholly-owned subsidiary of NWN Water and marked
its first acquisition in the water utility sector. This acquisition aligns with NW Holdings' water sector strategy as the acquisition
provides NWN Water entry into Idaho, expands service area, and opens further opportunity for growth. Falls Water is based in
Idaho Falls, Idaho and served approximately 5,300 connections at the time of acquisition.
Through the purchase of all of the outstanding shares of Falls Water, NWN Water acquired the net assets and 100% control of
Falls Water. We determined that the Falls Water acquisition met the criteria of a business combination, and as such performed
an allocation of the consideration to the acquired assets and assumed liabilities based on their fair value as of the acquisition
date, the majority of which was allocated to goodwill. The acquisition costs were insignificant and were expensed as incurred.
The results of Falls Water are not material to the consolidated financial results of NW Holdings.
Goodwill of $6.2 million was recognized from this acquisition and is attributable to Falls Water's regulated service territory and
experienced workforce as well as the strategic benefits expected from this high-growth service territory. NW Holdings has
included this goodwill in other for segment reporting purposes, and it is not deductible for income tax purposes. No intangible
assets aside from goodwill were acquired. See Note 2 for goodwill impairment information.
Other Acquisitions
During 2018, in addition to the Falls Water acquisition, NWN Water completed three acquisitions qualifying as business
combinations. The aggregate fair value of the consideration transferred for these acquisitions was approximately $2.8 million.
These business combinations, both individually and in aggregate, were not significant to NW Holdings' results of operations.
As a result of all acquisitions completed, total goodwill was $49.9 million and $9.0 million as of December 31, 2019 and 2018,
respectively. The increase in the goodwill balance was due to additions associated with our acquisitions in the water sector. All of
our goodwill is related to water and wastewater acquisitions and is included in the other category for segment reporting
purposes. The annual impairment assessment of goodwill occurs in the fourth quarter of each year. There have been no
impairments recognized to date.
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16. DERIVATIVE INSTRUMENTS
NW Natural enters into financial derivative contracts to hedge a portion of the NGD segment’s natural gas sales requirements.
These contracts include swaps, options, and combinations of option contracts. These derivative financial instruments are
primarily used to manage commodity price variability. A small portion of NW Natural's derivative hedging strategy involves foreign
currency exchange contracts.
NW Natural enters into these financial derivatives, up to prescribed limits, primarily to hedge price variability related to physical
gas supply contracts as well as to hedge spot purchases of natural gas. The foreign currency forward contracts are used to
hedge the fluctuation in foreign currency exchange rates for pipeline demand charges paid in Canadian dollars.
In the normal course of business, NW Natural also enters into indexed-price physical forward natural gas commodity purchase
contracts and options to meet the requirements of NGD customers. These contracts qualify for regulatory deferral accounting
treatment.
NW Natural also enters into exchange contracts related to the third-party asset management of its gas portfolio, some of which
are derivatives that do not qualify for hedge accounting or regulatory deferral, but are subject to NW Natural's regulatory sharing
agreement. These derivatives are recognized in operating revenues, net of amounts shared with NGD customers.
Notional Amounts
The following table presents the absolute notional amounts related to open positions on NW Natural derivative instruments:
In thousands
Natural gas (in therms):
Financial
Physical
Foreign exchange
At December 31,
2019
2018
651,540
512,849
$
6,650
$
408,850
472,275
6,936
Purchased Gas Adjustment (PGA)
Derivatives entered into by NW Natural for the procurement or hedging of natural gas for future gas years generally receive
regulatory deferral accounting treatment. In general, commodity hedging for the current gas year is completed prior to the start of
the gas year, and hedge prices are reflected in the weighted-average cost of gas in the PGA filing. Rates and hedging
approaches may vary between states due to different rate structures and mechanisms. In addition, as required with the
Washington PGA filing, NW Natural incorporated and began implementing risk-responsive hedging strategies for the 2019-20
PGA for its Washington gas supplies. Hedge contracts entered into after the start of the PGA period are subject to the PGA
incentive sharing mechanism in Oregon. NW Natural entered the 2019-20 and 2018-19 gas years with forecasted sales volumes
hedged at 52% and 48% in financial swap and option contracts, and 19% and 24% in physical gas supplies, respectively. Hedge
contracts entered into prior to the PGA filing, in September 2019, were included in the PGA for the 2019-20 gas year. Hedge
contracts entered into after the PGA filing, and related to subsequent gas years, may be included in future PGA filings and qualify
for regulatory deferral.
Unrealized and Realized Gain/Loss
The following table reflects the income statement presentation for the unrealized gains and losses from NW Natural's derivative
instruments, which also represents all derivative instruments at NW Holdings:
In thousands
Benefit (expense) to cost of gas
Operating revenues (expense)
Amounts deferred to regulatory accounts on balance sheet
Total gain (loss) in pre-tax earnings
December 31, 2019
December 31, 2018
Natural gas
commodity
Foreign
exchange
Natural gas
commodity
Foreign
exchange
$
$
9,863
$
(568)
(9,376)
102
—
(102)
$
(1,239) $
1,660
(211)
(81) $
— $
210
$
(284)
—
284
—
Unrealized Gain/Loss
Outstanding derivative instruments related to regulated NGD operations are deferred in accordance with regulatory accounting
standards. The cost of foreign currency forward and natural gas derivative contracts are recognized immediately in the cost of
gas; however, costs above or below the amount embedded in the current year PGA are subject to a regulatory deferral tariff and
therefore, are recorded as a regulatory asset or liability.
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Realized Gain/Loss
NW Natural realized net gains of $17.9 million and net gains of $7.4 million for the years ended December 31, 2019 and 2018,
respectively, from the settlement of natural gas financial derivative contracts. Realized gains and losses offset the higher or lower
cost of gas purchased, resulting in no incremental amounts to collect or refund to customers.
Credit Risk Management of Financial Derivatives Instruments
No collateral was posted with or by NW Natural counterparties as of December 31, 2019 or 2018. NW Natural attempts to
minimize the potential exposure to collateral calls by diversifying counterparties to manage liquidity risk. Counterparties generally
allow a certain credit limit threshold before requiring NW Natural to post collateral against loss positions. Given NW Natural's
counterparty credit limits and portfolio diversification, it was not subject to collateral calls in 2019 or 2018. The collateral call
exposure is set forth under credit support agreements, which generally contain credit limits. NW Natural could also be subject to
collateral call exposure where it has agreed to provide adequate assurance, which is not specific as to the amount of credit limit
allowed, but could potentially require additional collateral in the event of a material adverse change.
Based upon current commodity financial swap and option contracts outstanding, which reflect unrealized gains of $5.6 million at
December 31, 2019, we have estimated the level of collateral demands, with and without potential adequate assurance calls,
using current gas prices and various credit downgrade rating scenarios for NW Natural as follows:
In thousands
With Adequate Assurance Calls
Without Adequate Assurance Calls
Credit Rating Downgrade Scenarios
(Current
Ratings) A+/
A3
BBB+/Baa1
BBB/Baa2
BBB-/Baa3
Speculative
$
— $
—
— $
—
— $
—
— $
—
(66)
(66)
NW Natural's financial derivative instruments are subject to master netting arrangements; however, they are presented on a
gross basis in the consolidated balance sheets. NW Natural and its counterparties have the ability to set-off obligations to each
other under specified circumstances. Such circumstances may include a defaulting party, a credit change due to a merger
affecting either party, or any other termination event.
If netted by counterparty, NW Natural's physical and financial derivative position would result in an asset of $9.4 million and a
liability of $1.9 million as of December 31, 2019, and an asset of $3.6 million and a liability of $9.3 million as of December 31,
2018.
NW Natural is exposed to derivative credit and liquidity risk primarily through securing fixed price natural gas commodity swaps
with financial counterparties. NW Natural utilizes master netting arrangements through International Swaps and Derivatives
Association contracts to minimize this risk along with collateral support agreements with counterparties based on their credit
ratings. In certain cases, NW Natural requires guarantees or letters of credit from counterparties to meet its minimum credit
requirement standards.
NW Natural's financial derivatives policy requires counterparties to have an investment-grade credit rating at the time the
derivative instrument is entered into, and specifies limits on the contract amount and duration based on each counterparty’s
credit rating. NW Natural does not speculate with derivatives. Derivatives are used to hedge exposure above risk tolerance
limits. Increases in market risk created by the use of derivatives is offset by the exposures they modify.
We actively monitor NW Natural's derivative credit exposure and place counterparties on hold for trading purposes or require
other forms of credit assurance, such as letters of credit, cash collateral, or guarantees as circumstances warrant. The ongoing
assessment of counterparty credit risk includes consideration of credit ratings, credit default swap spreads, bond market credit
spreads, financial condition, government actions, and market news. A Monte Carlo simulation model is used to estimate the
change in credit and liquidity risk from the volatility of natural gas prices. The results of the model are used to establish trading
limits. NW Natural's outstanding financial derivatives at December 31, 2019 mature by October 31, 2022.
We could become materially exposed to credit risk with one or more of our counterparties if natural gas prices experience a
significant increase. If a counterparty were to become insolvent or fail to perform on its obligations, we could suffer a material
loss; however, we would expect such a loss to be eligible for regulatory deferral and rate recovery, subject to a prudence review.
All of our existing counterparties currently have investment-grade credit ratings.
Fair Value
In accordance with fair value accounting, NW natural includes non-performance risk in calculating fair value adjustments. This
includes a credit risk adjustment based on the credit spreads of NW Natural counterparties when in an unrealized gain position,
or on NW Natural's own credit spread when it is in an unrealized loss position. The inputs in our valuation models include natural
gas futures, volatility, credit default swap spreads, and interest rates. Additionally, the assessment of non-performance risk is
generally derived from the credit default swap market and from bond market credit spreads. The impact of the credit risk
adjustments for all outstanding derivatives was immaterial to the fair value calculation at December 31, 2019. As of
125
December 31, 2019 and 2018, the net fair value was an asset of $7.5 million and a liability of $5.7 million, respectively, using
significant other observable, or Level 2, inputs. No Level 3 inputs were used in our derivative valuations, and there were no
transfers between Level 1 or Level 2 during the years ended December 31, 2019 and 2018.
17. COMMITMENTS AND CONTINGENCIES
Gas Purchase and Pipeline Capacity Purchase and Release Commitments
NW Natural has signed agreements providing for the reservation of firm pipeline capacity under which it is required to make fixed
monthly payments for contracted capacity. The pricing component of the monthly payment is established, subject to change, by
U.S. or Canadian regulatory bodies, or is established directly with private counterparties, as applicable. In addition, NW Natural
has entered into long-term agreements to release firm pipeline capacity. NW Natural also enters into short-term and long-term
gas purchase agreements.
The aggregate amounts of these agreements were as follows at December 31, 2019:
In thousands
2020
2021
2022
2023
2024
Thereafter
Total
Less: Amount representing interest
Total at present value
Gas
Purchase
Agreements
Pipeline
Capacity
Purchase
Agreements
Pipeline
Capacity
Release
Agreements
$
86,175
$
76,897
$
2,899
—
—
—
—
89,074
481
70,638
68,943
68,563
67,052
527,148
879,241
147,613
$
88,593
$
731,628
$
4,201
3,904
3,904
3,904
3,904
3,253
23,070
840
22,230
Total fixed charges under capacity purchase agreements were $82.2 million for 2019, $82.6 million for 2018, and $85.3 million
for 2017, of which $4.3 million, $4.3 million, and $4.5 million, respectively, related to capacity releases. In addition, per-unit
charges are required to be paid based on the actual quantities shipped under the agreements. In certain take-or-pay purchase
commitments, annual deficiencies may be offset by prepayments subject to recovery over a longer term if future purchases
exceed the minimum annual requirements.
Leases
Refer to Note 7 for a discussion of lease commitments and contingencies.
Environmental Matters
Refer to Note 18 for a discussion of environmental commitments and contingencies.
18. ENVIRONMENTAL MATTERS
NW Natural owns, or previously owned, properties that may require environmental remediation or action. The range of loss for
environmental liabilities is estimated based on current remediation technology, enacted laws and regulations, industry
experience gained at similar sites, and an assessment of the probable level of involvement and financial condition of other
potentially responsible parties (PRPs). When amounts are prudently expended related to site remediation of those sites
described herein, NW Natural has recovery mechanisms in place to collect 96.68% of remediation costs allocable to Oregon
customers and 3.32% of costs allocable to Washington customers.
These sites are subject to the remediation process prescribed by the Environmental Protection Agency (EPA) and the Oregon
Department of Environmental Quality (ODEQ). The process begins with a remedial investigation (RI) to determine the nature and
extent of contamination and then a risk assessment (RA) to establish whether the contamination at the site poses unacceptable
risks to humans and the environment. Next, a feasibility study (FS) or an engineering evaluation/cost analysis (EE/CA) evaluates
various remedial alternatives. It is at this point in the process when NW Natural is able to estimate a range of remediation costs
and record a reasonable potential remediation liability, or make an adjustment to the existing liability. From this study, the
regulatory agency selects a remedy and issues a Record of Decision (ROD). After a ROD is issued, NW Natural would seek to
negotiate a consent decree or consent judgment for designing and implementing the remedy. NW Natural would have the ability
to further refine estimates of remediation liabilities at that time.
126
Remediation may include treatment of contaminated media such as sediment, soil and groundwater, removal and disposal of
media, institutional controls such as legal restrictions on future property use, or natural recovery. Following construction of the
remedy, the EPA and ODEQ also have requirements for ongoing maintenance, monitoring and other post-remediation care that
may continue for many years. Where appropriate and reasonably known, NW Natural will provide for these costs in the
remediation liabilities described below.
Due to the numerous uncertainties surrounding the course of environmental remediation and the preliminary nature of several
site investigations, in some cases, NW Natural may not be able to reasonably estimate the high end of the range of possible
loss. In those cases, the nature of the possible loss has been disclosed, as has the fact that the high end of the range cannot be
reasonably estimated where a range of potential loss is available. Unless there is an estimate within the range of possible losses
that is more likely than other cost estimates within that range, NW Natural records the liability at the low end of this range. It is
likely changes in these estimates and ranges will occur throughout the remediation process for each of these sites due to the
continued evaluation and clarification concerning responsibility, the complexity of environmental laws and regulations and the
determination by regulators of remediation alternatives. In addition to remediation costs, NW Natural could also be subject to
Natural Resource Damages (NRD) claims. NW Natural will assess the likelihood and probability of each claim and recognize a
liability if deemed appropriate. Refer to "Other Portland Harbor" below.
Environmental Sites
The following table summarizes information regarding liabilities related to environmental sites, which are recorded in other
current liabilities and other noncurrent liabilities in NW Natural's balance sheet at December 31:
In thousands
Portland Harbor site:
Gasco/Siltronic Sediments
Other Portland Harbor
Gasco/Siltronic Upland site
Central Service Center site
Front Street site
Oregon Steel Mills
Total
Current Liabilities
Non-Current Liabilities
2019
2018
2019
2018
$
11,632
$
5,117
$
46,082
$
44,351
2,543
14,203
—
2,600
13,983
10
10,847
11,402
—
—
6,920
43,616
—
—
179
6,273
44,830
—
3
179
$
39,225
$
33,112
$
96,797
$
95,636
Portland Harbor Site
The Portland Harbor is an EPA listed Superfund site that is approximately 10 miles long on the Willamette River and is adjacent
to NW Natural's Gasco uplands site. NW Natural is one of over one hundred PRPs to the Superfund site. In January 2017, the
EPA issued its Record of Decision, which selects the remedy for the clean-up of the Portland Harbor site (Portland Harbor ROD).
The Portland Harbor ROD estimates the present value total cost at approximately $1.05 billion with an accuracy between -30%
and +50% of actual costs.
NW Natural's potential liability is a portion of the costs of the remedy for the entire Portland Harbor Superfund site. The cost of
that remedy is expected to be allocated among more than one hundred PRPs. NW Natural is participating in a non-binding
allocation process with the other PRPs in an effort to resolve its potential liability. The Portland Harbor ROD does not provide any
additional clarification around allocation of costs among PRPs; accordingly, NW Natural has not modified any of the recorded
liabilities at this time as a result of the issuance of the Portland Harbor ROD.
NW Natural manages its liability related to the Superfund site as two distinct remediation projects, the Gasco/Siltronic Sediments
and Other Portland Harbor projects.
Gasco/Siltronic Sediments. In 2009, NW Natural and Siltronic Corporation entered into a separate Administrative Order on
Consent with the EPA to evaluate and design specific remedies for sediments adjacent to the Gasco uplands and Siltronic
uplands sites. NW Natural submitted a draft EE/CA to the EPA in May 2012 to provide the estimated cost of potential remedial
alternatives for this site. In February 2020, NW Natural and the EPA reached an agreement to amend the Administrative Order
on Consent to include additional remedial design activities for sediment investigation costs adjacent to the Gasco uplands. At this
time, the estimated costs for the various sediment remedy alternatives in the draft EE/CA for the additional studies and design
work needed before the cleanup can occur, and for regulatory oversight throughout the cleanup range from $57.7 million to $350
million. NW Natural has recorded a liability of $57.7 million for the sediment clean-up, which reflects the low end of the range. At
this time, we believe sediments at this site represent the largest portion of NW Natural's liability related to the Portland Harbor
site discussed above.
127
Other Portland Harbor. While we believe liabilities associated with the Gasco/Siltronic sediments site represent NW Natural's
largest exposure, there are other potential exposures associated with the Portland Harbor ROD, including NRD costs and
harborwide remedial design and cleanup costs (including downstream petroleum contamination), for which allocations among
the PRPs have not yet been determined.
NW Natural and other parties have signed a cooperative agreement with the Portland Harbor Natural Resource Trustee council
to participate in a phased NRD assessment to estimate liabilities to support an early restoration-based settlement of NRD
claims. One member of this Trustee council, the Yakama Nation, withdrew from the council in 2009, and in 2017, filed suit
against NW Natural and 29 other parties seeking remedial costs and NRD assessment costs associated with the Portland
Harbor site, set forth in the complaint. The complaint seeks recovery of alleged costs totaling $0.3 million in connection with the
selection of a remedial action for the Portland Harbor site as well as declaratory judgment for unspecified future remedial action
costs and for costs to assess the injury, loss or destruction of natural resources resulting from the release of hazardous
substances at and from the Portland Harbor site. The Yakama Nation has filed two amended complaints addressing certain
pleading defects and dismissing the State of Oregon. On the motion of NW Natural and certain other defendants the federal
court has stayed the case pending the outcome of the non-binding allocation proceeding discussed above. NW Natural has
recorded a liability for NRD claims which is at the low end of the range of the potential liability; the high end of the range cannot
be reasonably estimated at this time. The NRD liability is not included in the aforementioned range of costs provided in the
Portland Harbor ROD.
Gasco Uplands Site
A predecessor of NW Natural, Portland Gas and Coke Company, owned a former gas manufacturing plant that was closed in
1958 (Gasco site) and is adjacent to the Portland Harbor site described above. The Gasco site has been under investigation by
NW Natural for environmental contamination under the ODEQ Voluntary Cleanup Program (VCP). It is not included in the range
of remedial costs for the Portland Harbor site noted above. The Gasco site is managed in two parts, the uplands portion and the
groundwater source control action.
NW Natural submitted a revised Remedial Investigation Report for the uplands to ODEQ in May 2007. In March 2015, ODEQ
approved Remedial Assessment (RA) for this site, enabling commencement of work on the FS in 2016. NW Natural has
recognized a liability for the remediation of the uplands portion of the site which is at the low end of the range of potential liability;
the high end of the range cannot be reasonably estimated at this time.
In October 2016, ODEQ and NW Natural agreed to amend their VCP agreement to incorporate a portion of the Siltronic property
adjacent to the Gasco site formerly owned by Portland Gas & Coke between 1939 and 1960 into the Gasco RA and FS,
excluding the uplands for Siltronic. Previously, NW Natural was conducting an investigation of manufactured gas plant
constituents on the entire Siltronic uplands for ODEQ. Siltronic will be working with ODEQ directly on environmental impacts to
the remainder of its property.
In September 2013, NW Natural completed construction of a groundwater source control system, including a water treatment
station, at the Gasco site. NW Natural has estimated the cost associated with the ongoing operation of the system and has
recognized a liability which is at the low end of the range of potential cost. NW Natural cannot estimate the high end of the range
at this time due to the uncertainty associated with the duration of running the water treatment station, which is highly dependent
on the remedy determined for both the upland portion as well as the final remedy for Gasco sediment exposure.
Other Sites
In addition to those sites above, NW Natural has environmental exposures at three other sites: Central Service Center, Front
Street and Oregon Steel Mills. NW Natural may have exposure at other sites that have not been identified at this time. Due to the
uncertainty of the design of remediation, regulation, timing of the remediation and in the case of the Oregon Steel Mills site,
pending litigation, liabilities for each of these sites have been recognized at their respective low end of the range of potential
liability; the high end of the range could not be reasonably estimated at this time.
Central Service Center site. The investigative phase to characterize the existing site has been completed and determined by the
Oregon Department of Environmental Quality (DEQ) to be sufficient to allow for the issuance of a Conditional No Further Action
(cNFA). The Company is now conducting ongoing environmental monitoring activities over the next 5 years in order to meet the
conditions which were included within the cNFA.
Front Street site. The Front Street site was the former location of a gas manufacturing plant NW Natural operated (the former
Portland Gas Manufacturing site, or PGM). At ODEQ’s request, NW Natural conducted a sediment and source control
investigation and provided findings to ODEQ. In December 2015, an FS on the former Portland Gas Manufacturing site was
completed.
In July 2017, ODEQ issued the PGM ROD. The ROD specifies the selected remedy, which requires a combination of dredging,
capping, treatment, and natural recovery. In addition, the selected remedy also requires institutional controls and long-term
inspection and maintenance. NW Natural revised the liability in the second quarter of 2017 to incorporate the estimated
undiscounted cost of approximately $10.5 million for the selected remedy. Further, NW Natural has recognized an additional
128
liability of $0.3 million for additional studies and design costs as well as regulatory oversight throughout the cleanup. NW Natural
plans to construct the remedy in 2020.
Oregon Steel Mills site. Refer to the “Legal Proceedings,” below.
Environmental Cost Deferral and Recovery
NW Natural has authorizations in Oregon and Washington to defer costs related to remediation of properties that are owned or
were previously owned by NW Natural. In Oregon, a Site Remediation and Recovery Mechanism (SRRM) is currently in place to
recover prudently incurred costs allocable to Oregon customers, subject to an earnings test. On October 21, 2019 the WUTC
authorized an Environmental Cost Recovery Mechanism (ECRM) for recovery of prudently incurred costs allocable to
Washington customers beginning November 1, 2019.
The following table presents information regarding the total regulatory assets deferred as of December 31:
In thousands
Deferred costs and interest(1)
Accrued site liabilities(2)
Insurance proceeds and interest
Total regulatory asset deferral(1)
Current regulatory assets(3)
Long-term regulatory assets(3)
(1)
$
$
2019
2018
36,673
$
135,662
(79,949)
92,386
$
4,762
87,624
41,883
128,369
(88,502)
81,750
5,601
76,149
Includes pre-review and post-review deferred costs, amounts currently in amortization, and interest, net of amounts collected from
customers. In Oregon, NW Natural earns a carrying charge on cash amounts paid, whereas amounts accrued but not yet paid do not earn a
carrying charge until expended. NW Natural also accrues a carrying charge on insurance proceeds for amounts owed to customers. In
Washington, neither the cash paid nor insurance proceeds accrue a carrying charge.
(2) Excludes 3.32% of the Front Street site liability, or $0.4 million in 2019 and $0.4 million in 2018, as the OPUC only allows recovery of
96.68% of costs for those sites allocable to Oregon, including those that historically served only Oregon customers.
(3) Amounts included in this estimate are still subject to a prudence review by the OPUC and WUTC, and earnings test review by the OPUC.
Amounts do not include the $5.0 million tariff rider. See "Oregon SRRM" below.
Oregon SRRM
COLLECTIONS FROM OREGON CUSTOMERS. Under the SRRM collection process there are three types of deferred
environmental remediation expense:
•
Pre-review - This class of costs represents remediation spend that has not yet been deemed prudent by the OPUC.
Carrying costs on these remediation expenses are recorded at NW Natural's authorized cost of capital. NW Natural
anticipates the prudence review for annual costs and approval of the earnings test prescribed by the OPUC to occur by the
third quarter of the following year.
Post-review - This class of costs represents remediation spend that has been deemed prudent and allowed after applying
the earnings test, but is not yet included in amortization. NW Natural earns a carrying cost on these amounts at a rate equal
to the five-year treasury rate plus 100 basis points.
Amortization - This class of costs represents amounts included in current customer rates for collection and is generally
calculated as one-fifth of the post-review deferred balance. NW Natural earns a carrying cost equal to the amortization rate
determined annually by the OPUC, which approximates a short-term borrowing rate.
•
•
In addition to the collection amount noted above, an order issued by the OPUC provides for the annual collection of $5.0 million
from Oregon customers through a tariff rider. As NW Natural collects amounts from customers, it recognizes these collections as
revenue and separately amortizes an equal and offsetting amount of its deferred regulatory asset balance through the
environmental remediation operating expense line shown separately in the operating expense section of the income statement.
NW Natural received total environmental insurance proceeds of approximately $150 million as a result of settlements from
litigation that was dismissed in July 2014. Under a 2015 OPUC order which established the SRRM, one-third of the Oregon
allocated proceeds were applied to costs deferred through 2012 with the remaining two-thirds applied to costs at a rate of $5.0
million per year plus interest over the following 20 years. NW Natural accrues interest on the Oregon allocated insurance
proceeds in the customer’s favor at a rate equal to the five-year treasury rate plus 100 basis points. As of December 31, 2019,
NW Natural has applied $78.2 million of insurance proceeds to prudently incurred remediation costs allocated to Oregon.
OREGON ENVIRONMENTAL EARNINGS TEST. To the extent NW Natural earns at or below its authorized Return on Equity
(ROE), remediation expenses and interest in excess of the $5.0 million tariff rider and $5.0 million insurance proceeds are
recoverable through the SRRM. To the extent NW Natural earns more than its authorized ROE in a year, it is required to cover
environmental expenses and interest on expenses greater than the $10.0 million with those earnings that exceed its authorized
ROE.
129
Washington ECRM
WASHINGTON DEFERRAL. On October 21, 2019 the WUTC issued an order (WUTC Order) establishing the ECRM which
allows for recovery of past deferred and future prudently incurred environmental remediation costs allocable to Washington
customers through application of insurance proceeds and collections from customers. Environmental remediation expenses
relating to sites that previously served both Oregon and Washington customers are allocated between states with Washington
customers receiving 3.32% percent of the costs and insurance proceeds.
As a result of the WUTC Order, in the fourth quarter of 2019 approximately $3.0 million of prudently incurred costs deferred from
the initial deferral authorization in February 2011 through November 2018 were fully offset with insurance proceeds. In addition,
approximately $1.5 million of disallowed deferred environmental remediation expenses incurred prior to the deferral authorization
were charged to environmental remediation expense.
Insurance proceeds will be fully applied to costs incurred between December 2018 and June 2019 once deemed prudent in
future rate proceedings. Remaining insurance proceeds will be amortized over a 10.5 year period ending December 31, 2029.
On an annual basis, NW Natural will file for a prudence determination and a request to amortize costs to the extent that
remediation expenses exceed the insurance amortization. After insurance proceeds are fully amortized, if in a particular year the
request to collect deferred amounts exceeds one percent of Washington normalized revenues, then the excess will be collected
over three years with interest.
Legal Proceedings
NW Holdings is not currently party to any direct claims or litigation, though in the future it may be subject to claims and litigation
arising in the ordinary course of business.
NW Natural is subject to claims and litigation arising in the ordinary course of business. Although the final outcome of any of
these legal proceedings cannot be predicted with certainty, including the matter described below, NW Natural and NW Holdings
do not expect that the ultimate disposition of any of these matters will have a material effect on financial condition, results of
operations, or cash flows.
OREGON STEEL MILLS SITE. In 2004, NW Natural was served with a third-party complaint by the Port of Portland (the Port) in
a Multnomah County Circuit Court case, Oregon Steel Mills, Inc. v. The Port of Portland. The Port alleges that in the 1940s and
1950s petroleum wastes generated by NW Natural's predecessor, Portland Gas & Coke Company, and 10 other third-party
defendants, were disposed of in a waste oil disposal facility operated by the United States or Shaver Transportation Company on
property then owned by the Port and now owned by Evraz Oregon Steel Mills. The complaint seeks contribution for unspecified
past remedial action costs incurred by the Port regarding the former waste oil disposal facility as well as a declaratory judgment
allocating liability for future remedial action costs. No date has been set for trial. In August 2017, the case was stayed pending
the outcome of the Portland Harbor allocation process or other mediation. Although the final outcome of this proceeding cannot
be predicted with certainty, NW Natural and NW Holdings do not expect the ultimate disposition of this matter will have a material
effect on NW Natural's or NW Holdings' financial condition, results of operations, or cash flows.
For additional information regarding other commitments and contingencies, see Note 17.
19. DISCONTINUED OPERATIONS
NW Holdings
On June 20, 2018, NWN Gas Storage, then a wholly-owned subsidiary of NW Natural, entered into a Purchase and Sale
Agreement (the Agreement) that provides for the sale by NWN Gas Storage of all of the membership interests in Gill Ranch. Gill
Ranch owns a 75% interest in the natural gas storage facility located near Fresno, California known as the Gill Ranch Gas
Storage Facility. Pacific Gas and Electric Company (PG&E) owns the remaining 25% interest in the Gill Ranch Gas Storage
Facility. The CPUC regulates Gill Ranch under a market-based rate model which allows for the price of storage services to be set
by the marketplace. The CPUC also regulates the issuance of securities, system of accounts, and regulates intrastate storage
services. The sale of Gill Ranch was approved by the CPUC in December 2019.
The Agreement provides for an initial cash purchase price of $25.0 million (subject to a working capital adjustment), plus
potential additional payments to NWN Gas Storage of up to $26.5 million in the aggregate if Gill Ranch achieves certain
economic performance levels for the first three full gas storage years (April 1 of one year through March 31 of the following year)
occurring after the closing and the remaining portion of the gas storage year during which the closing occurs.
As a result of the strategic shift away from the California gas storage market and the significance of Gill Ranch's financial results
in 2017, we concluded that the pending sale of Gill Ranch qualified it as assets and liabilities held for sale and discontinued
operations. As such, the assets and liabilities associated with Gill Ranch have been classified as discontinued operations assets
and discontinued operations liabilities, respectively, and, the results of Gill Ranch are presented, net of tax, as discontinued
operations separately from the results of continuing operations for all periods presented. The expenses included in the results of
discontinued operations are the direct operating expenses incurred by Gill Ranch that may be reasonably segregated from the
costs of NW Holdings' continuing operations.
130
The following table presents the carrying amounts of the major components of Gill Ranch that are classified as discontinued
operations assets and liabilities on the consolidated balance sheets:
In thousands
Assets:
Accounts receivable
Inventories
Other current assets
Property, plant, and equipment
Less: Accumulated depreciation
Operating lease right of use asset
Other non-current assets
Total discontinued operations assets - current assets(1)
Liabilities:
Accounts payable
Other current liabilities
Operating lease liabilities
Other non-current liabilities
NW Holdings Discontinued Operations
2019
2018
$
$
$
$
333
695
457
390
685
333
13,291
11,621
7
118
247
7
—
247
15,134
$
13,269
1,250
$
848
116
11,495
873
307
—
11,779
Total discontinued operations liabilities - current liabilities(1)
12,959
(1) The total assets and liabilities of Gill Ranch are classified as current as of December 31, 2018 because it was probable that the sale would
13,709
$
$
be completed within one year.
The following table presents the operating results of Gill Ranch, which was historically reported within the gas storage segment,
and is presented net of tax on NW Holdings' consolidated statements of comprehensive income:
In thousands, except per share data
Revenues
Expenses
Operations and maintenance
General taxes
Depreciation and amortization
Other expenses and interest
Impairment expense
Total expenses
NW Holdings Discontinued Operations
2019
2018
2017
$
5,301
$
3,579
$
7,135
8,587
219
423
931
—
10,160
(4,859)
(1,283)
5,771
479
430
609
—
7,289
(3,710)
(968)
(3,576) $
(2,742) $
7,245
1,373
4,525
975
192,478
206,596
(199,461)
(71,765)
(127,696)
(0.12) $
(0.12)
(0.10) $
(0.09)
(4.45)
(4.44)
Loss from discontinued operations before income tax
Income tax benefit(1)
Loss from discontinued operations, net of tax
Loss from discontinued operations per share of common stock:
Basic
Diluted
$
$
(1)
2017 income tax benefit includes approximately $18 million of tax benefit from the enactment of the TCJA. The TCJA was enacted
December 22, 2017 and resulted in the federal tax rate changing from 35% to 21%.
NW Natural
As part of the holding company reorganization in October 2018, NWN Energy, NWN Gas Storage, Gill Ranch, NNG Financial,
NWN Water, and NW Holdings, which were direct and indirect subsidiaries of NW Natural prior to the reorganization, are no
longer subsidiaries of NW Natural. See Note 1 for additional information. As a result, NW Natural's financial statements reflect
amounts related to these entities as discontinued operations for all periods presented. The expenses included in the results of
discontinued operations are the direct operating expenses incurred by the entities that may be reasonably segregated from the
costs of NW Natural's continuing operations.
131
The following table presents the operating results prior to the holding company reorganization effective October 1, 2018 of NWN
Energy, NWN Gas Storage, Gill Ranch, NNG Financial, NWN Water, and NW Holdings, which were historically reported within
the gas storage segment and other, and is presented net of tax on NW Natural's consolidated statements of comprehensive
income:
In thousands, except per share data
Revenues
Expenses
Operations and maintenance
General taxes
Depreciation and amortization
Other expenses and interest
Impairment expense
Total expenses
Loss from discontinued operations before income tax
Income tax benefit(1)
Loss from discontinued operations, net of tax
(1)
NW Natural Discontinued Operations
2018
2017
$
3,016
$
7,360
4,151
448
420
342
—
5,361
(2,345)
(622)
$
(1,723) $
7,423
1,410
4,555
650
192,478
206,516
(199,156)
(71,813)
(127,343)
2017 income tax benefit includes approximately $18 million of tax benefit from the enactment of the TCJA. The TCJA was enacted
December 22, 2017 and resulted in the federal tax rate changing from 35% to 21%.
20. Subsequent Events
Suncadia Acquisition Completed
On January 31, 2020, NWN Water of Washington, a wholly-owned indirect subsidiary of NW Holdings, completed the acquisition
of Suncadia Water, a privately-owned water utility, and Suncadia Environmental, a wastewater company (collectively referred to
as Suncadia). The acquisition was made for preliminary cash consideration of $18.9 million, subject to closing adjustments.
Suncadia is based in Cle Elum, Washington and serves approximately 2,800 connections. A $1.0 million letter of credit
outstanding at NW Holdings as of December 31, 2019 for purposes of facilitating the acquisition was extinguished upon the close
of the transaction.
The preliminary allocation of consideration to the acquired assets and assumed liabilities based on their fair value is not yet
complete as valuation procedures are pending. We expect the purchase price to be primarily allocated to property, plant and
equipment and goodwill. Acquisition costs were insignificant and were expensed as incurred.
See Note 2 and Note 15 for more information regarding business combinations.
132
NORTHWEST NATURAL HOLDING COMPANY
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
NW Holdings
Quarter Ended(1)
In thousands, except per share data
March 31
June 30
September 30
December 31
2019
Operating revenues
Net income (loss) from continuing operations
Loss from discontinued operations, net of tax
Net income (loss)
Average common shares outstanding:
Basic
Diluted
Earnings (loss) from continuing operations per share of
common stock:
Basic
Diluted
Loss from discontinued operations per share of common
stock:
Basic
Diluted
Earnings (loss) per share of common stock:
Basic
Diluted
2018
Operating revenues
Net income (loss) from continuing operations
Loss from discontinued operations, net of tax
Net income (loss)
Average common shares outstanding:
Basic
Diluted
Earnings (loss) from continuing operations per share of
common stock:
Basic
Diluted
Loss from discontinued operations per share of common
stock:
Basic
Diluted
Earnings (loss) per share of common stock:
Basic
$
$
$
$
$
$
$
$
$
$
285,348
$
123,433
$
90,317
$
247,274
43,418
(217)
2,051
(956)
(18,506)
(795)
43,201
$
1,095
$
(19,301) $
28,906
28,970
29,337
29,394
30,429
30,429
$
1.50
1.50
$
0.07
0.07
(0.61) $
(0.61)
(0.01) $
(0.01)
$
1.49
1.49
(0.03) $
(0.03)
$
0.04
0.04
(0.02) $
(0.02)
(0.63) $
(0.63)
263,635
$
124,567
$
91,239
$
42,011
(474)
(339)
(659)
(11,144)
(650)
41,537
$
(998) $
(11,794) $
28,753
28,803
28,791
28,791
28,815
28,815
$
1.46
1.46
(0.01) $
(0.01)
(0.39) $
(0.39)
(0.02) $
(0.02)
(0.02) $
(0.02)
(0.02) $
(0.02)
38,348
(1,608)
36,740
30,448
30,521
1.26
1.26
(0.05)
(0.05)
1.21
1.20
226,702
36,783
(959)
35,824
28,851
28,940
1.27
1.27
(0.03)
(0.03)
1.44
$
(0.03) $
(0.41) $
1.24
Diluted
1.24
(1) Quarterly earnings (loss) per share are based upon the average number of common shares outstanding during each quarter. Variations in
(0.03)
(0.41)
1.44
earnings between quarterly periods are due primarily to the seasonal nature of our business.
133
NORTHWEST NATURAL GAS COMPANY
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
In thousands
2019
Operating revenues
Net income (loss)
2018
Operating revenues
Net income (loss) from continuing operations
Loss from discontinued operations, net of tax
Net income (loss)
NW Natural
Quarter ended
March 31
June 30
September 30
December 31
$
$
$
284,846
$
122,242
$
87,592
$
43,895
3,054
(17,588)
263,635
$
124,563
$
91,227
$
42,014
(477)
(271)
(727)
(11,275)
(519)
41,537
$
(998) $
(11,794) $
245,264
39,613
226,146
37,581
—
37,581
134
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF NORTHWEST NATURAL
HOLDING COMPANY
NORTHWEST NATURAL HOLDING COMPANY
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(PARENT COMPANY ONLY)
In thousands
Operating expenses:
Operations and maintenance
Total operating expenses
Loss from operations
Earnings from investment in subsidiaries, net of tax
Other income (expense), net
Interest expense, net
Income before income taxes
Income tax expense (benefit)
Net income
Year ended
December 31,
2019
Inception through
December 31,
2018
$
2,747
$
2,747
(2,747)
64,328
(22)
726
60,833
(902)
$
61,735
$
838
838
(838)
36,469
36
53
35,614
(225)
35,839
See Notes to Condensed Financial Statements
135
NORTHWEST NATURAL HOLDING COMPANY
CONDENSED BALANCE SHEETS
(PARENT COMPANY ONLY)
In thousands
Assets:
Current assets:
Cash and cash equivalents
Receivables from affiliates
Income taxes receivable
Other current assets
Total current assets
Non-current assets:
Investments in subsidiaries
Other investments
Deferred tax assets
Other non-current assets
Total non-current assets
Total assets
Liabilities and equity:
Current liabilities:
Short-term debt
Accounts payable
Payables to affiliates
Taxes accrued
Interest accrued
Other current liabilities
Total current liabilities
Long-term debt
Deferred credits and other non-current liabilities:
Deferred tax liabilities
Total deferred credits and other non-current liabilities
Equity:
Common stock
Retained earnings
Total equity
As of December 31,
2019
2018
$
119
$
1,950
256
4,600
6,925
4,011
2,796
6,000
3,078
15,885
888,477
754,971
$
$
24
191
245
888,937
895,862
$
24,000
$
612
3,697
127
—
37
28,473
—
—
—
840,364
27,025
867,389
65
—
310
755,346
771,231
—
168
9,166
—
32
—
9,366
(1)
7
7
739,722
22,137
761,859
771,231
Total liabilities and equity
$
895,862
$
See Notes to Condensed Financial Statements
136
NORTHWEST NATURAL HOLDING COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
(PARENT COMPANY ONLY)
In thousands
Operating activities:
Net income
Year ended
December 31,
2019
Inception
through
December 31,
2018
$
61,735
$
35,839
Adjustments to reconcile net income to cash used in operations:
Equity in earnings of subsidiaries, net of tax
(64,328)
(36,469)
Deferred income taxes
Other
Changes in assets and liabilities:
Receivables, net
Income and other taxes
Accounts payable
Interest accrued
Other, net
Cash used in operating activities
Investing activities:
Contributions to subsidiaries
Cash used in investing activities
Financing activities:
Proceeds from stock options exercised
Proceeds from common stock issued
Change in short-term debt
Cash dividend payments received from subsidiaries
Cash dividend payments on common stock
Capital contributions
Other
Cash provided by financing activities
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
(198)
66
846
4,325
(5,177)
(32)
(346)
(3,109)
(157,591)
(157,591)
2,015
92,956
24,000
88,439
(53,339)
—
2,737
156,808
(3,892)
4,011
$
119
$
7
15
(585)
(9,034)
9,304
32
(44)
(935)
(1,804)
(1,804)
—
—
—
—
(12,923)
20,000
(327)
6,750
4,011
—
4,011
See Notes to Condensed Financial Statements
137
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
NW Holdings is an energy services holding company that conducts substantially all of its business operations through its
subsidiaries, particularly NW Natural. These condensed financial statements and related footnotes have been prepared in
accordance with Rule 12-04, Schedule I of Regulation S-X. These financial statements, in which NW Holdings' subsidiaries have
been included using the equity method, should be read in conjunction with the consolidated financial statements and notes
thereto of NW Holdings included in Item 8 of this Form 10-K.
Equity earnings of subsidiaries including earnings from NW Natural were $64.3 million and $35.6 million for the years ended
December 31, 2019 and 2018.
Cash dividends paid to NW Holdings from wholly-owned subsidiaries were $88.4 million for the year ended December 31, 2019.
No cash dividends were paid from subsidiaries to NW Holdings in 2018.
2. DEBT
For information concerning NW Holdings' debt obligations, see Note 9 to the consolidated financial statements included in Item 8
of this report.
138
NORTHWEST NATURAL HOLDING COMPANY
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
COLUMN A
COLUMN B
COLUMN C
Additions
COLUMN D
COLUMN E
Deductions
In thousands (year ended December 31)
2019
Reserves deducted in balance sheet
from assets to which they apply:
Balance at
beginning of
period
Charged to
costs and
expenses
Charged to
other accounts
Net write-offs
Balance at
end of period
Allowance for uncollectible accounts
$
977
$
450
$
— $
754
$
673
2018
Reserves deducted in balance sheet
from assets to which they apply:
Allowance for uncollectible accounts
$
956
$
680
$
— $
659
$
977
2017
Reserves deducted in balance sheet
from assets to which they apply:
Allowance for uncollectible accounts
$
1,290
$
865
$
— $
1,199
$
956
NORTHWEST NATURAL GAS COMPANY
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
COLUMN A
COLUMN B
COLUMN C
Additions
COLUMN D
COLUMN E
Deductions
In thousands (year ended December 31)
2019
Reserves deducted in balance sheet from
assets to which they apply:
Allowance for uncollectible accounts
2018
Reserves deducted in balance sheet from
assets to which they apply:
Allowance for uncollectible accounts
2017
Reserves deducted in balance sheet from
assets to which they apply:
Allowance for uncollectible accounts
$
$
$
Balance at
beginning of
period
Charged to
costs and
expenses
Charged to
other accounts
Net write-offs
Balance at end
of period
975
$
450
$
— $
753
$
672
956
$
678
$
— $
659
$
975
1,290
$
865
$
— $
1,199
$
956
139
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
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(e) of the Securities Exchange Act of 1934, as amended (the Exchange
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 registrant and included in reports filed or submitted under the Exchange Act is recorded,
processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission (SEC) rules
and forms and that such information is accumulated and communicated to management of each registrant, including the Chief
Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
(b) Changes in Internal Control Over Financial Reporting
NW Holdings and NW Natural management are responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in the Exchange Act Rule 13a-15(f). There have been no changes in internal control
over financial reporting that occurred during the quarter ended December 31, 2019 that have materially affected, or are
reasonably likely to materially affect, internal control over financial reporting for NW Holdings and NW Natural.
The statements contained in Exhibit 31.1, Exhibit 31.2, Exhibit 31.3, and Exhibit 31.4 should be considered in light of, and read
together with, the information set forth in this Item 9(a).
ITEM 9B. OTHER INFORMATION
This disclosure is intended to satisfy any obligation of ours to provide disclosures pursuant to Item 5.02 of Form 8-K. As
previously disclosed, NW Natural has executed a double-trigger severance agreement with each named executive officer (NEO)
for changes of control of either NW Holdings or NW Natural (CIC Agreements). On February 27, 2020, the Boards of Directors of
NW Holdings and NW Natural amended these agreements to remove a provision that reduces the level of benefits provided
under the CIC Agreements beginning at age 62 and completely eliminates benefits when the NEOs reach age 65. The Form of
CIC Agreement approved to be entered into with each NEO is attached hereto as Exhibit 10q.
140
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The "Information Concerning Nominees and Continuing Directors" and "Corporate Governance" contained in NW Holdings'
definitive Proxy Statement for the 2020 Annual Meeting of Shareholders is hereby incorporated by reference.
PART III
Name
David H. Anderson*
Age at
Dec. 31, 2019
58
Frank H. Burkhartsmeyer*
James R. Downing
Shawn M. Filippi*
Kimberly A. Heiting
Jon G. Huddleston
Justin Palfreyman
Melinda B. Rogers
MardiLyn Saathoff*
David A. Weber
Kathryn M. Williams
Brody J. Wilson*
55
50
47
50
57
41
54
63
60
44
40
EXECUTIVE OFFICERS
Positions held during last five years(1)
Chief Executive Officer and President(2) (2016- ); Chief Operating Officer and
President (2015-2016); Executive Vice President and Chief Operating Officer
(2014-2015); Executive Vice President Operations and Regulation (2013-2014);
Senior Vice President and Chief Financial Officer (2004-2013).
Senior Vice President and Chief Financial Officer(2) (2017- ); President and
Chief Executive Officer of Renewables, Avangrid Renewables (2015-2017);
Senior Vice President of Finance, Iberdrola Renewables Holdings, Inc.
(2012-2015).
Vice President and Chief Information Officer (2017- ); Chief Information Officer,
WorleyParsons (America's Division) (2016-2017); Executive Service Delivery
Manager for SAP, British Petroleum (2011-2015).
Vice President, Chief Compliance Officer and Corporate Secretary(2) (2016- );
Vice President and Corporate Secretary (2015-2016); Senior Legal Counsel
(2011-2014); Assistant Corporate Secretary (2010-2014).
Senior Vice President, Operations and Chief Marketing Officer (2018- ); Senior
Vice President, Communications and Chief Marketing Officer (2018); Vice
President, Communications and Chief Marketing Officer (2015-2018); Chief
Marketing & Communications Officer (2013-2014); Chief Corporate
Communications Officer (2011-2013).
Vice President, Engineering and Utility Operations (2018- ); Senior Director,
Utility Operations (2014-2018); Director, Utility Operations (2013-2014); Process
Director (2007-2013).
Vice President, Strategy and Business Development (2017- );Vice President,
Business Development (2016-2017); Director, Power, Energy and Infrastructure
Group, Lazard, Freres & Co. (2009-2016).
Vice President, Chief Human Resources and Diversity Officer (2018- ); Senior
Director of Human Resources (2018); Senior Manager, Organizational
Effectiveness and Talent Acquisition (2015-2017); Senior Associate, Point B
(2014-2015); Director, Executive Development Center, Willamette University
(2011-2015).
Senior Vice President, Regulation and General Counsel(3) (2016- ); Senior Vice
President and General Counsel (2014-2016); Vice President, Legal, Risk and
Compliance (2013-2014); Deputy General Counsel (2010-2013); Chief
Governance Officer and Corporate Secretary (2008-2014).
Vice President, Gas Supply and Utility Support Services (2019- ); President and
Chief Executive Officer, NW Natural Gas Storage, LLC and Gill Ranch Storage,
LLC (2011- ).
Vice President, Public Affairs (2019- ); Government and Community Affairs
Director (2018-2019); State Affairs Manager, Port of Portland (2015-2018);
Business and Rail Relations Manager, Port of Portland (2007-2015).
Vice President, Chief Accounting Officer, Controller and Treasurer(2) (2017- );
Chief Financial Officer (Interim), Treasurer, Chief Accounting Officer and
Controller (2016-2017); Chief Accounting Officer, Controller and Assistant
Treasurer (2016); Controller (2013-2015); Acting Controller (2013); Accounting
Director (2012-2013).
141
DIRECTOR (NORTHWEST NATURAL GAS COMPANY ONLY)**
Name
Steven E. Wynne**
Age at
Dec. 31, 2019
67
Positions held during last five years(1)
Executive Vice President, Moda, Inc., a privately-held healthcare insurance
company (2012- ); Director, FLIR Systems, Inc. (1999- ); Director, JELD-WEN
Holding Inc. (2012- ); Director, Pendleton Woolen Mills, Inc. (2013- ); Director,
Lone Rock Resources, Inc. (2016- ); Director, Citifyd Inc. (2013- ); Trustee,
Willamette University (1999- ); Trustee, Portland Center Stage (2012- );
Executive Vice President, JELD-WEN, Inc. (2011-2012); President and Chief
Executive Officer, SBI International, Ltd. (2004-2007); Partner, Ater Wynne LLP
(2001-2002; 2003-2004); President and Chief Executive Officer, Adidas
(1995-2000)
Mr. Wynne’s senior management experience with a variety of companies, board
service on a number of public and private companies and longstanding legal
practice in the areas of corporate finance, securities and mergers and
acquisitions qualify him to provide insight and guidance in the areas of corporate
governance, strategic planning, enterprise risk management, finance and
operations.
* Executive Officer of Northwest Natural Holding Company and Northwest Natural Gas Company.
** Director of Northwest Natural Gas Company only. All other directors of Northwest Natural Gas Company are also directors of Northwest Natural Holding Company,
and information regarding all directors concurrently serving on the Board of Directors of Northwest Natural Gas Company and Northwest Natural Holding Company
will be incorporated by reference to our definitive Proxy Statement for the 2020 Annual Meeting of Shareholders.
(1) Unless otherwise specified, all positions held at Northwest Natural Gas Company.
(2) Position held at Northwest Natural Holding Company (beginning March 2018) and Northwest Natural Gas Company.
(3) Ms. Saathoff is Senior Vice President and General Counsel of Northwest Natural Holding Company (beginning March 2018) and Senior Vice President, Regulation
and General Counsel of Northwest Natural Gas Company.
Each executive officer serves successive annual terms; present terms end at the 2020 annual meeting. There are no family
relationships among our executive officers, directors or any person chosen to become one of our officers or directors. NW
Holdings and NW Natural have adopted a Code of Ethics (Code) applicable to all employees, officers, and directors that is
available on our website at www.nwnaturalholdings.com. We intend to disclose on our website at www.nwnaturalholdings.com
any amendments to the Code or waivers of the Code for executive officers and directors.
ITEM 11. EXECUTIVE COMPENSATION
The information concerning "Executive Compensation", "Report of the Organization and Executive Compensation Committee",
and "Compensation Committee Interlocks and Insider Participation" contained in NW Holdings' definitive Proxy Statement for the
2020 Annual Meeting of Shareholders is hereby incorporated by reference. Information related to Executive Officers as of
December 31, 2019 is reflected in Part III, Item 10, above.
142
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
As of February 24, 2020, NW Holdings owned 100% of the outstanding common stock of NW Natural.
The following table sets forth information regarding compensation plans under which equity securities of NW Holdings are
authorized for issuance as of December 31, 2019 (see Note 8 to the Consolidated Financial Statements):
Plan Category
Equity compensation plans approved by security holders:
Long Term Incentive Plan (LTIP) (1)(2)
Restated Stock Option Plan
Employee Stock Purchase Plan
Equity compensation plans not approved by security holders:
Executive Deferred Compensation Plan (EDCP)(3)
Directors Deferred Compensation Plan (DDCP)(3)
Deferred Compensation Plan for Directors and Executives (DCP)(4)
Total
(a)
(b)
(c)
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding options,
warrants and rights
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column
(a))
176,962
10,938
$
20,992
1,026
41,064
206,505
457,487
n/a
45.67
58.95
n/a
n/a
n/a
510,931
—
185,568
n/a
n/a
n/a
696,499
(1) Awards may be granted under the LTIP as Performance Share Awards, Restricted Stock Units, or stock options. Shares issued pursuant to
Performance Share Awards and Restricted Stock Units under the LTIP do not include an exercise price, but are payable when the award
criteria are satisfied. The number of shares shown in column (a) include 79,733 Restricted Stock Units and 97,229 Performance Share
Awards, reflecting the number of shares to be issued as performance share awards under outstanding Performance Share Awards if target
performance levels are achieved. If the maximum awards were paid pursuant to the Performance Share Awards outstanding at
December 31, 2019, the number of shares shown in column (a) would increase by 97,229 shares, reflecting the maximum share award of
200% of target, and the number of shares shown in column (c) would decrease by the same amount of shares. No stock options or other
types of award have been issued under the LTIP.
The number of shares shown in column (c) includes shares that are available for future issuance under the LTIP as Restricted Stock Units,
Performance Share Awards, or stock options at December 31, 2019.
(2)
(3) Prior to January 1, 2005, deferred amounts were credited, at the participant’s election, to either a “cash account” or a “stock account.” If
deferred amounts were credited to stock accounts, such accounts were credited with a number of shares of NW Natural (now NW Holdings)
common stock based on the purchase price of the common stock on the next purchase date under our Dividend Reinvestment and Direct
Stock Purchase Plan, and such accounts were credited with additional shares based on the deemed reinvestment of dividends. Cash
accounts are credited quarterly with interest at a rate equal to Moody’s Average Corporate Bond Yield plus two percentage points, subject to
a 6% minimum rate. At the election of the participant, deferred balances in the stock accounts are payable after termination of Board service
or employment in a lump sum, in installments over a period not to exceed 10 years in the case of the DDCP, or 15 years in the case of the
EDCP, or in a combination of lump sum and installments. Amounts credited to stock accounts are payable solely in shares of common stock
and cash for fractional shares, and amounts in the above table represent the aggregate number of shares credited to participant's stock
accounts. We have contributed common stock to the trustee of the Umbrella Trusts such that the Umbrella Trusts hold approximately the
number of shares of common stock equal to the number of shares credited to all participants’ stock accounts.
(4) Effective January 1, 2005, the EDCP and DDCP were closed to new participants and replaced with the DCP. The DCP continues the basic
provisions of the EDCP and DDCP under which deferred amounts are credited to either a “cash account” or a “stock account.” Stock
accounts represent a right to receive shares of NW Holdings common stock on a deferred basis, and such accounts are credited with
additional shares based on the deemed reinvestment of dividends. Effective January 1, 2007, cash accounts are credited quarterly with
interest at a rate equal to Moody’s Average Corporate Bond Yield. Our obligation to pay deferred compensation in accordance with the
terms of the DCP will generally become due on retirement, death, or other termination of service, and will be paid in a lump sum or in
installments of five, 10, or 15 years as elected by the participant in accordance with the terms of the DCP. Amounts credited to stock
accounts are payable solely in shares of common stock and cash for fractional shares, and amounts in the above table represent the
aggregate number of shares credited to participants' stock accounts. We have contributed common stock to the trustee of the Supplemental
Trust such that this trust holds approximately the number of common shares equal to the number of shares credited to all participants' stock
accounts. The right of each participant in the DCP is that of a general, unsecured creditor of NW Natural.
The information captioned “Beneficial Ownership of Common Stock by Directors and Executive Officers” and "Security
Ownership of Common Stock of Certain Beneficial Owners" contained in NW Holdings' definitive Proxy Statement for the 2020
Annual Meeting of Shareholders is incorporated herein by reference.
143
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information captioned "Transactions with Related Persons" and "Corporate Governance" in NW Holdings' definitive Proxy
Statement for the 2020 Annual Meeting of Shareholders is hereby incorporated by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
NW Holdings
The information captioned "2019 and 2018 Audit Firm Fees" in NW Holdings’ definitive Proxy Statement for the 2020 Annual
Meeting of Shareholders is hereby incorporated by reference.
NW Natural
The following table shows the fees and expenses of NW Natural, paid or accrued for the integrated audits of the consolidated
financial statements and other services provided by NW Natural's independent registered public accounting firm,
PricewaterhouseCoopers LLP, for fiscal years 2019 and 2018:
In thousands
Audit Fees
Audit-Related Fees
Tax Fees
All Other Fees
Total
2019
2018
1,222
$
1,379
31
22
3
30
34
4
1,278
$
1,447
$
$
AUDIT FEES. This category includes fees and expenses for services rendered for the integrated audit of the consolidated
financial statements included in the Annual Report on Form 10-K and the review of the quarterly financial statements included in
the Quarterly Reports on Form 10-Q. The integrated audit includes the review of our internal control over financial reporting in
compliance with Section 404 of the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley Act). In addition, amounts include fees for
services routinely provided by the auditor in connection with regulatory filings, including issuance of consents and comfort letters
relating to the registration of Company securities and assistance with the review of documents filed with the SEC.
AUDIT-RELATED FEES. This category includes fees for assurance and related services that are reasonably related to the
performance of the audit or review of our financial statements and internal control over financial reporting, including fees and
expenses related to consultations for financial accounting and reporting, in addition to fees for EPA assurance letters.
TAX FEES. This category includes fees for tax compliance, and review services rendered for NW Natural's income tax returns.
ALL OTHER FEES. This category relates to services other than those described above. The amount reflects payments for
accounting research tools in each of 2019 and 2018, and educational seminars in 2018.
PRE-APPROVAL POLICY FOR AUDIT AND NON-AUDIT SERVICES. The Audit Committee of NW Natural approved or ratified
100 percent of 2019 and 2018 services for audit, audit-related, tax services and all other fees, including audit services relating to
compliance with Section 404 of the Sarbanes-Oxley Act. The chair of the Audit Committee of NW Natural is authorized to pre-
approve non-audit services between meetings of the Audit Committee and must report such approvals at the next Audit
Committee meeting.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report:
1. A list of all Financial Statements and Supplemental Schedules is incorporated by reference to Item 8.
2. List of Exhibits filed:
Reference is made to the Exhibit Index commencing on page 145.
ITEM 16. FORM 10-K SUMMARY
None.
144
NORTHWEST NATURAL HOLDING COMPANY
NORTHWEST NATURAL GAS COMPANY
Exhibit Index to Annual Report on Form 10-K
For the Fiscal Year Ended December 31, 2019
Exhibit Number Document
*3a.
*3b.
*3c.
*3d.
*4a.
*4b.
*4c.
*4d.
*4e.
*4f.
*4g.
*4h.
*4i.
Amended and Restated Articles of Incorporation of Northwest Natural Holding Company (incorporated by reference
to Exhibit 3.1 to the Form 8-K dated October 1, 2018, File No. 1-38681).
Amended and Restated Articles of Incorporation of Northwest Natural Gas Company (incorporated by reference to
Exhibit 3.3 to the Form 8-K dated October 1, 2018, File No. 1-15973).
Amended and Restated Bylaws of Northwest Natural Holding Company (incorporated by reference to Exhibit 3.1 to
the Form 8-K dated May 30, 2019, File No. 1-38681).
Amended and Restated Bylaws of Northwest Natural Gas Company (incorporated by reference to Exhibit 3.2 to the
Form 8-K filed May 30, 2019, File No. 1-15973).
Copy of Mortgage and Deed of Trust of Northwest Natural Gas Company, dated as of July 1, 1946 (Mortgage and
Deed of Trust), to Bankers Trust (to whom Deutsche Bank Trust Company Americas is the successor), Trustee
(incorporated by reference to Exhibit 7(j) in File No. 2-6494); and copies of Supplemental Indentures Nos. 1 through
14 to the Mortgage and Deed of Trust, dated respectively, as of June 1, 1949, March 1, 1954, April 1, 1956, February
1, 1959, July 1, 1961, January 1, 1964, March 1, 1966, December 1, 1969, April 1, 1971, January 1, 1975, December
1, 1975, July 1, 1981, June 1, 1985 and November 1, 1985 (incorporated by reference to Exhibit 4(d) in File No.
33-1929); Supplemental Indenture No. 15 to the Mortgage and Deed of Trust, dated as of July 1, 1986 (filed as
Exhibit 4(c) in File No. 33-24168); Supplemental Indentures Nos. 16, 17 and 18 to the Mortgage and Deed of Trust,
dated, respectively, as of November 1, 1988, October 1, 1989 and July 1, 1990 (incorporated by reference to Exhibit
4(c) in File No. 33-40482); Supplemental Indenture No. 19 to the Mortgage and Deed of Trust, dated as of June 1,
1991 (incorporated by reference to Exhibit 4(c) in File No. 33-64014).
Supplemental Indenture No. 20 to the Mortgage and Deed of Trust, dated as of June 1, 1993 (incorporated by
reference to Exhibit 4a.(1) to Form 10-K for year ended December 31, 1993, File No. 0-00994).
Supplemental Indenture No. 21 to the Mortgage and Deed of Trust, dated as of October 15, 2012 (incorporated by
reference to Exhibit 4.1 to Form 8-K dated October 26, 2012, File No. 1-15973).
Supplemental Indenture No. 22 to the Mortgage and Deed of Trust, dated as of November 1, 2016 (incorporated by
reference to Exhibit 4.1 to Form 10-Q for the quarter ended September 30, 2016, File No. 1-15973).
Supplemental Indenture No. 23 to the Mortgage and Deed of Trust, dated as of September 1, 2018 (incorporated by
reference to Exhibit 4(a) to Form 8-K dated September 10, 2018, File No. 1-15973).
Copy of Indenture, dated as of June 1, 1991, between Northwest Natural Gas Company and Bankers Trust Company
(to whom Deutsch Bank Trust Company Americas is successor), Trustee, relating to Northwest Natural Gas
Company's Unsecured Debt Securities (incorporated by reference to Exhibit 4(e) in File No. 33-64014).
Credit Agreement, dated as of October 2, 2018, among Northwest Natural Holding Company and the lenders party
thereto, with JPMorgan Chase Bank, N.A. as administrative agent and Bank of America, N.A., U.S. Bank National
Association, and Wells Fargo Bank, National Association, as co-syndication agents (incorporated by reference to
Exhibit 4.1 to Form 8-K dated October 3, 2018, File No. 1-38681).
Credit Agreement, dated as of October 2, 2018, among Northwest Natural Gas Company and the lenders party
thereto, with JPMorgan Chase Bank, N.A. as administrative agent and Bank of America, N.A., U.S. Bank National
Association, and Wells Fargo Bank, National Association, as co-syndication agents (incorporated by reference to
Exhibit 4.1 to Form 8-K dated October 3, 2018, File No. 1-15973).
Credit Agreement, dated as of June 27, 2019, among NW Natural Water Company, LLC, Northwest Natural Holding
Company, the lenders party thereto, and Bank of Montreal, as administrative agent (incorporated by reference to
Exhibit 4.1 to the Form 10-Q for the quarter ended June 30, 2019, File No. 1-38681).
145
4j.
Description of securities registered under Section 12 of the Exchange Act of 1934.
*10
Purchase and Sale Agreement dated June 20, 2018, between NW Natural Gas Storage LLC and SENSA Holdings
LLC (incorporated by reference to Exhibit 10 to Form 10-Q for the quarter ended June 30, 2018, File No. 1-15973).
*10.1
*10.2
Letter agreement, dated December 10, 2019, between NW Natural Gas Storage, LLC and SENSA Holdings LLC,
amending the Purchase and Sale Agreement, dated June 20, 2018 (incorporated by reference to Exhibit 10.1 to the
Form 8-K dated December 13, 2019, File No. 1-38681).
Letter agreement, dated February 26, 2020, between NW Natural Gas Storage LLC and SENSA Holdings LLC,
amending the Purchase and Sale Agreement, dated June 28, 2018, as amended (incorporated by reference to
Exhibit 10.1 to the Form 8-K dated March 2, 2020, File No. 1-38681).
21.
Subsidiaries of Northwest Natural Holding Company.
23a.
Consent of PricewaterhouseCoopers LLP - NW Holdings.
23b.
Consent of PricewaterhouseCoopers LLP - NW Natural.
31.1
31.2
31.3
31.4
Certification of Principal Executive Officer of Northwest Natural Gas Company Pursuant to Rule 13a-14(a)/15d-14(a),
Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Principal Financial Officer of Northwest Natural Gas Company Pursuant to Rule 13a-14(a)/15d-14(a),
Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Principal Executive Officer of Northwest Natural Holding Company Pursuant to Rule 13a-14(a)/
15d-14(a), Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Principal Financial Officer of Northwest Natural Holding Company Pursuant to Rule 13a-14(a)/
15d-14(a), Section 302 of the Sarbanes-Oxley Act of 2002.
**32.1
Certification of Principal Executive Officer and Principal Financial Officer of Northwest Natural Gas Company
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**32.2
Certification of Principal Executive Officer and Principal Financial Officer of Northwest Natural Holding Company
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.
The following materials formatted in Inline Extensible Business Reporting Language (Inline XBRL):
(i) Consolidated Statements of Income;
(ii) Consolidated Balance Sheets;
(iii) Consolidated Statements of Cash Flows; and
(iv) Related notes.
104.
The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2019, formatted
in Inline XBRL and contained in Exhibit 101.
Executive Compensation Plans and Arrangements:
*10a.
Executive Supplemental Retirement Income Plan, 2018 Restatement (incorporated herein by reference to Exhibit
10.6 to the Form 8-K dated October 1, 2018, File No. 1-38681).
*10b.
Supplemental Executive Retirement Plan of Northwest Natural Gas Company, 2018 Restatement, as amended July
25, 2019 (incorporated by reference to Exhibit 10.1 to the Form 10-Q for the quarter ended June 30, 2019, File No.
1-15973).
*10c.
Northwest Natural Gas Company Supplemental Trust, effective January 1, 2005, restated as of October 1, 2018
(incorporated by reference to Exhibit 10.9 to the Form 8-K dated October 1, 2018, File No. 1-38681).
146
*10d.
Northwest Natural Gas Company Umbrella Trust for Directors, effective January 1, 1991, restated as of October 1,
2018 (incorporated by reference to Exhibit 10.11 to the Form 8-K dated October 1, 2018, File No. 1-38681).
*10e.
Northwest Natural Gas Company Umbrella Trust for Executives, effective January 1, 1988, restated as of October 1,
2018 (incorporated by reference to Exhibit 10.10 to the Form 8-K dated October 1, 2018, File No. 1-38681).
*10f.
Restated Stock Option Plan, as amended effective December 14, 2006 (incorporated by reference to Exhibit 10c. to
Form 10-K for 2006, File No. 1-15973).
*10g.
Form of Restated Stock Option Plan Agreement (incorporated by reference to Exhibit 10h. to Form 10-K for 2009,
File No. 1-15973).
*10h.
Executive Deferred Compensation Plan, effective as of January 1, 1987, restated as of October 1, 2018
(incorporated by reference to Exhibit 10.4 to the Form 8-K dated October 1, 2018, File No. 1-38681).
*10i.
*10j.
Directors Deferred Compensation Plan, effective June 1, 1981, restated as of October 1, 2018 (incorporated by
reference to Exhibit 10.5 to the Form 8-K dated October 1, 2018, File No. 1-38681).
Deferred Compensation Plan for Directors and Executives, effective January 1, 2005, restated as of October 1, 2018
(incorporated by reference to Exhibit 10.3 to the Form 8-K dated October 1, 2018, File No. 1-38681).
*10k.
Form of Indemnity Agreement as entered into between Northwest Natural Gas Company and each director and
certain executive officers (incorporated by reference to Exhibit 10l. to Form 10-K for 2018, File No. 1-38681).
*10l.
Form of Indemnity Agreement as entered into between Northwest Natural Holding Company and each director and
certain executive officers (incorporated by reference to Exhibit 10m. to Form 10-K for 2018, File No. 1-38681).
*10m.
Non-Employee Directors Stock Compensation Plan, as amended effective December 15, 2005 (incorporated by
reference to Exhibit 10.2 to Form 8-K dated December 16, 2005, File No. 1-15973).
*10n.
Executive Annual Incentive Plan, effective January 1, 2019 (incorporated by reference to Exhibit 10q. to Form 10-K
for 2018, File No. 1-15973).
10o.
Executive Annual Incentive Plan, effective January 1, 2020.
*10p.
10q.
*10r.
Form of Change in Control Severance Agreement between Northwest Natural Gas Company and each executive
officer, as amended and restated as of October 1, 2018 (incorporated by reference to Exhibit 10.2 to the Form 8-K
dated October 1, 2018, File No. 1-38681).
Form of Change in Control Severance Agreement between Northwest Natural Gas Company and each executive
officer, as amended and restated as of March 1, 2020.
Northwest Natural Gas Company Long Term Incentive Plan, as amended and restated effective May 24, 2012
(incorporated by reference to Exhibit 10r to Form 10-K for 2012, File No. 1-15973).
*10s.
Northwest Natural Gas Company Long Term Incentive Plan, as amended and restated effective May 25, 2017
(incorporated by reference to Exhibit 10s to Form 10-K for 2017, File No. 1-15973).
*10t.
Northwest Natural Holding Company Long Term Incentive Plan, as amended and restated as of October 1, 2018
(incorporated by reference to Exhibit 10.1 to the Form 8-K dated October 1, 2018, File No. 1-38681).
*10u.
Form of Long Term Incentive Award Agreement under Long Term Incentive Plan (2017-2019) (incorporated by
reference to Exhibit 10x. to Form 10-K for 2016, File No. 1-15973).
*10v.
Form of Performances Share Long Term Incentive Agreement under Long Term Incentive Plan (2018-2020)
(incorporated by reference to Exhibit 10y. to Form 10-K for 2017, File No. 1-15973).
147
*10w.
Form of Long Term Incentive Award Agreement under Long Term Incentive Plan (2019-2021) (incorporated by
reference to Exhibit 10z. to Form 10-K for 2018, File No. 1-38681).
10x.
Form of Long Term Incentive Award Agreement under Long Term Incentive Plan (2020-2022).
*10y.
Form of Consent dated December 14, 2006 entered into by each executive officer with respect to amendments to the
Executive Supplemental Retirement Income Plan, the Supplemental Executive Retirement Plan and certain change
in control severance agreements (incorporated by reference to Exhibit 10.1 to Form 8-K dated December 19, 2006,
File No. 1-15973).
*10z.
Consent to Amendment of Deferred Compensation Plan for Directors and Executives, dated February 28, 2008
entered into by each executive officer (incorporated by reference to Exhibit 10bb to Form 10-K for 2007, File No.
1-15973).
10aa.
Form of Restricted Stock Unit Award Agreement under Long Term Incentive Plan (2020).
*10bb.
Form of Restricted Stock Unit Award Agreement under Long Term Incentive Plan (2019) (incorporated by reference
to Exhibit 10cc. to Form 10-K for 2018, File No. 1-38681).
*10cc.
Form of Restricted Stock Unit Award Agreement under Long Term Incentive Plan (2018) (incorporated by reference
to Exhibit 10bb. to Form 10-K for 2017, File No. 1-15973).
*10dd.
Corrected Form of Restricted Stock Unit Award Agreement under Long Term Incentive Plan (2017) (incorporated by
reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2017, File No. 1-15973).
*10ee.
Form of Restricted Stock Unit Award Agreement under Long Term Incentive Plan (2016) (incorporated by reference
to Exhibit 10bb. to Form 10-K for 2015, File No. 1-15973).
*10ff.
*10gg.
Severance Agreement between Northwest Natural Gas Company and an executive officer, dated August 1, 2016
(incorporated by reference to Exhibit 10.1 to Form 8-K dated July 29, 2016, File No. 1-15973).
Form of Restricted Stock Unit Award Agreement between Northwest Natural Gas Company and an executive officer
dated as of July 27, 2016 (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 30,
2016, File No. 1-15973).
*10hh.
Form of Severance Agreement between Northwest Natural Gas Company and an executive officer, dated May 17,
2017 (incorporated by reference to Exhibit 10.1 to Form 8-K dated April 24, 2017, File No. 1-15973).
*10ii.
*10jj.
Form of Special Restricted Stock Unit Agreement between Northwest Natural Gas Company and an executive
officer, dated May 17, 2017 (incorporated by reference to Exhibit 10.2 to Form 8-K dated April 24, 2017, File No.
1-15973).
Form of Special Retention Restricted Stock Unit Agreement between Northwest Natural Gas Company and an
executive officer, dated September 30, 2016 (incorporated by reference to Exhibit 10qq. to Form 10-K for 2017, File
No. 1-15973).
*10kk.
Cash Retention Agreement between Northwest Natural Gas Company and an executive officer, dated as of March 1,
2018 (incorporated by reference to Exhibit 10ss. to Form 10-K for 2017, File No. 1-15973).
10ll.
Annual Incentive Plan for NW Natural Gas Storage, LLC, as amended effective January 1, 2020.
*10mm. Long Term Incentive Plan for NW Natural Gas Storage, LLC, as amended effective January 1, 2016 (incorporated by
reference to Exhibit 10pp. to Form 10-K for 2016, File No. 1-15973).
*Incorporated by reference as indicated
**Pursuant to Item 601(b)(32)(ii) of Regulation S-K, this certificate is not being "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended.
148
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, each registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto 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
By: /s/ David H. Anderson
David H. Anderson
President and Chief Executive Officer
Date: March 2, 2020
NORTHWEST NATURAL GAS COMPANY
By: /s/ David H. Anderson
David H. Anderson
President and Chief Executive Officer
Date: March 2, 2020
149
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the date indicated. The signatures of each of the undersigned shall be
deemed to relate only to matters having reference to the below named company and its subsidiaries.
NORTHWEST NATURAL HOLDING COMPANY
Signature
Title
Date
/s/ David H. Anderson
David H. Anderson
President and Chief Executive Officer
Principal Executive Officer and Director
March 2, 2020
/s/ Frank H. Burkhartsmeyer
Principal Financial Officer
March 2, 2020
Frank H. Burkhartsmeyer
Senior Vice President and Chief Financial Officer
/s/ Brody J. Wilson
Principal Accounting Officer
March 2, 2020
Brody J. Wilson
Vice President, Treasurer, Chief Accounting Officer
and Controller
/s/ Timothy P. Boyle
Timothy P. Boyle
/s/ Martha L. Byorum
Martha L. Byorum
/s/ John D. Carter
John D. Carter
/s/ Mark S. Dodson
Mark S. Dodson
/s/ Monica Enand
Monica Enand
/s/ C. Scott Gibson
C. Scott Gibson
/s/ Tod R. Hamachek
Tod R. Hamachek
/s/ Jane L. Peverett
Jane L. Peverett
/s/ Kenneth Thrasher
Kenneth Thrasher
/s/ Malia H. Wasson
Malia H. Wasson
/s/ Charles A. Wilhoite
Charles A. Wilhoite
Director
Director
Director
Director
Director
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
Director
March 2, 2020
Director
Director
Director
Director
Director
150
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
NORTHWEST NATURAL GAS COMPANY
Signature
Title
Date
/s/ David H. Anderson
David H. Anderson
President and Chief Executive Officer
Principal Executive Officer and Director
March 2, 2020
/s/ Frank H. Burkhartsmeyer
Principal Financial Officer
March 2, 2020
Frank H. Burkhartsmeyer
Senior Vice President and Chief Financial Officer
/s/ Brody J. Wilson
Principal Accounting Officer
March 2, 2020
Brody J. Wilson
Vice President, Treasurer, Chief Accounting Officer
and Controller
/s/ Timothy P. Boyle
Timothy P. Boyle
/s/ Martha L. Byorum
Martha L. Byorum
/s/ John D. Carter
John D. Carter
/s/ Mark S. Dodson
Mark S. Dodson
/s/ Monica Enand
Monica Enand
/s/ C. Scott Gibson
C. Scott Gibson
/s/ Tod R. Hamachek
Tod R. Hamachek
/s/ Jane L. Peverett
Jane L. Peverett
/s/ Kenneth Thrasher
Kenneth Thrasher
/s/ Malia H. Wasson
Malia H. Wasson
/s/ Charles A. Wilhoite
Charles A. Wilhoite
/s/ Steven E. Wynne
Steven E. Wynne
Director
Director
Director
Director
Director
Director
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
Director
March 2, 2020
Director
Director
Director
Director
Director
151
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
SUBSIDIARIES OF NORTHWEST NATURAL HOLDING COMPANY
an Oregon Corporation
Name of Subsidiary
Jurisdiction Organized
Exhibit 21
Northwest Natural Gas Company (dba NW Natural)
Northwest Energy Corporation(1)
NWN Gas Reserves LLC(1)
Gill Ranch Storage, LLC
NW Natural Energy, LLC
NW Natural Gas Storage, LLC
NNG Financial Corporation
Trail West Holdings, LLC
Trail West Pipeline, LLC
BL Credit Holdings, LLC
Northwest Biogas, LLC
KB Pipeline Company
NW Natural Water Company, LLC
NW Natural Water Company of Oregon, LLC
Sunstone Water, LLC
Sunstone Infrastructure, LLC
Sunriver Water LLC
Sunriver Environmental LLC
NW Natural Water Company of Washington, LLC
Cascadia Water, LLC
Cascadia Infrastructure, LLC
Suncadia Water Company, LLC
Suncadia Environmental Company, LLC
NW Natural Water Company of Idaho, LLC
Gem State Water Company, LLC
Gem State Infrastructure, LLC
NW Natural Water of Texas, LLC
Blue Topaz Water, LLC
Blue Topaz Infrastructure, LLC
Salmon Valley Water Company
Falls Water Co., Inc.
(1) Subsidiary of Northwest Natural Gas Company
Oregon
Oregon
Oregon
Oregon
Oregon
Oregon
Oregon
Delaware
Delaware
Delaware
Oregon
Oregon
Oregon
Oregon
Oregon
Oregon
Oregon
Oregon
Washington
Washington
Washington
Washington
Washington
Idaho
Idaho
Idaho
Texas
Texas
Texas
Oregon
Idaho
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-187005-01,
333-180350-01, 333-134973-01, 333-100885-01, 333-139819-01, 333-221347-01, 333-227687, and 333-234539) and Form S-3
(No. 333-227662) of Northwest Natural Holding Company of our report dated March 2, 2020 relating to the financial statements,
financial statement schedules and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.
Exhibit 23a
/s/ PricewaterhouseCoopers LLP
Portland, Oregon
March 2, 2020
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-221347) and Form
S-3 (No. 333-227662-01) of Northwest Natural Gas Company of our report dated March 2, 2020 relating to the financial
statements and financial statement schedule which appears in this Form 10-K.
Exhibit 23b
/s/ PricewaterhouseCoopers LLP
Portland, Oregon
March 2, 2020
CERTIFICATION
I, David H. Anderson, certify that:
EXHIBIT 31.1
1. I have reviewed this annual report on Form 10-K for the year ended December 31, 2019 of Northwest Natural Gas
Company;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report
based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: March 2, 2020
/s/ David H. Anderson
David H. Anderson
President and Chief Executive Officer
CERTIFICATION
I, Frank H. Burkhartsmeyer, certify that:
EXHIBIT 31.2
1. I have reviewed this annual report on Form 10-K for the year ended December 31, 2019 of Northwest Natural Gas
Company;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report
based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: March 2, 2020
/s/ Frank H. Burkhartsmeyer
Frank H. Burkhartsmeyer
Senior Vice President and Chief Financial Officer
CERTIFICATION
I, David H. Anderson, certify that:
EXHIBIT 31.3
1. I have reviewed this annual report on Form 10-K for the year ended December 31, 2019 of Northwest Natural Holding
Company;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report
based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: March 2, 2020
/s/ David H. Anderson
David H. Anderson
President and Chief Executive Officer
CERTIFICATION
I, Frank H. Burkhartsmeyer, certify that:
EXHIBIT 31.4
1. I have reviewed this annual report on Form 10-K for the year ended December 31, 2019 of Northwest Natural Holding
Company;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report
based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: March 2, 2020
/s/ Frank H. Burkhartsmeyer
Frank H. Burkhartsmeyer
Senior Vice President and Chief Financial Officer
NORTHWEST NATURAL GAS COMPANY
Certificate Pursuant to Section 906
of Sarbanes – Oxley Act of 2002
EXHIBIT 32.1
Each of the undersigned, DAVID H. ANDERSON, Chief Executive Officer, and FRANK H. BURKHARTSMEYER, the Chief
Financial Officer, of NORTHWEST NATURAL GAS COMPANY (the Company), DOES HEREBY CERTIFY that:
The Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (the Report) fully complies with
1.
the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
Information contained in the Report fairly presents, in all material respects, the financial condition and results of
2.
operations of the Company.
IN WITNESS WHEREOF, each of the undersigned has caused this instrument to be executed this second day of March 2020.
/s/ David H. Anderson
David H. Anderson
President and Chief Executive Officer
/s/ Frank H. Burkhartsmeyer
Frank H. Burkhartsmeyer
Senior Vice President and Chief Financial Officer
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to
Northwest Natural Gas Company and will be retained by Northwest Natural Gas Company and furnished to the Securities and
Exchange Commission or its staff upon request.
NORTHWEST NATURAL HOLDING COMPANY
Certificate Pursuant to Section 906
of Sarbanes – Oxley Act of 2002
EXHIBIT 32.2
Each of the undersigned, DAVID H. ANDERSON, Chief Executive Officer, and FRANK H. BURKHARTSMEYER, the Chief
Financial Officer, of NORTHWEST NATURAL HOLDING COMPANY (the Company), DOES HEREBY CERTIFY that:
The Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (the Report) fully complies with
1.
the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
Information contained in the Report fairly presents, in all material respects, the financial condition and results of
2.
operations of the Company.
IN WITNESS WHEREOF, each of the undersigned has caused this instrument to be executed this second day of March 2020.
/s/ David H. Anderson
David H. Anderson
President and Chief Executive Officer
/s/ Frank H. Burkhartsmeyer
Frank H. Burkhartsmeyer
Senior Vice President and Chief Financial Officer
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to
Northwest Natural Holding Company and will be retained by Northwest Natural Holding Company and furnished to the Securities
and Exchange Commission or its staff upon request.
INVESTOR AND SHAREHOLDER INFO RM AT ION
Cannon Beach
in NW Natural’s
service territory.
INVESTOR AND SHAREHOLDER
INFORMATION
STOCK TRANSFER AGENT
AND REGISTRAR
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(cid:36)(cid:80)(cid:72)(cid:85)(cid:76)(cid:70)(cid:68)(cid:81)(cid:3)(cid:54)(cid:87)(cid:82)(cid:70)(cid:78)(cid:3)(cid:55)(cid:85)(cid:68)(cid:81)(cid:86)(cid:73)(cid:72)(cid:85)
& Trust Company
6201 15th Avenue
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(888) 777-0321
web: astfinancial.com
email: info@(cid:68)(cid:86)(cid:87)(cid:403)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:17)(cid:70)(cid:82)(cid:80)
TRUSTEE AND
BOND PAYING AGENT
For bond issues:
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Trust Company Americas
60 Wall Street
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(800) 735-7777
NIKKI SPARLEY
Director, Investor Relations
Toll free (800) 422-4012, Ext. 2530
Direct (503) 721-2530
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CATHY CROWN
Manager, Shareholder Services
Toll free (800) 422-4012, Ext. 2402
Direct (503) 220-2402
cathy.crown@nwnatural.com
COMMUNITY & SUSTAINABILITY
Learn more about NW Natural’s commit-
ments to system safety and preparedness,
environmental stewardship, progress on our
Low Carbon Pathway, community support and
philanthropy, and the values that guide our
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View our Corporate Sustainability Report online:
nwnaturalcommunity.com
LOW-INCOME PROGRAMS
NW Natural helps low-income customers
manage their bills through a variety of
programs. Shareholders and customers
support the Gas Assistance Program, which
supplements federal and state assistance
programs. In addition, the Oregon Low-Income
Gas Assistance Program uses public purpose
fees to help low-income customers pay their
utility bills. The Oregon Low-Income Energy
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purpose charges, helps customers in need
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weatherization upgrades.
View the Low-Income Programs at:
nwnatural.com/residential
ENERGY-EFFICIENCY PROGRAMS
NW Natural partners with Energy Trust of
Oregon to offer our Oregon and Washington
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services. Learn more about the results of these
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View the Energy Trust of Oregon
Annual Report at:
nwnatural.com/residential
OUR CORE VALUES
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Environmental Stewardship
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