20180221Palfreyman Exhibit 1.pdf

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EXHIBIT 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
FORM lO.K
(Mark One)
txl ANNUAL REPORT PURSUANT TO SECTTON 13 OR 15(d) OF THE SECURTTTES EXCHANGE ACT OF 1934
For the fisca! year ended December 31 , 201 6
OR
t I TRANSTTTON REPORT PURSUANTTO SECTTON 13 OR 15(d) OF THE SECURTTTES EXCHANGEACT OF 1934
For the transition period from
Commission file number 1-15973
NW Nqturql
NORTHWEST NATURAL GAS COMPANY
(Exact name of registrant as specified in its charter)
$
Oregon
(State or other jurisdiction of
incorporation or organization)
93-0256722
(l.R.S. Employer
ldentification No.)
220 N.W Second Avenue, Portland, Oregon 97209
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (5031 2264211
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchanoe on which reoistered
Common Stock New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None.
lndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [X] No [ ]
lndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] No [x]
lndicate by check mark whether the registrant (1) has filed all repo(s 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.
Yes [X] No [ ]
lndicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
lnteractive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (5232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes[X] No I I
lndicate by check mark if disclosure of delinquent filers pursuant to ltem 405 of Regulation S-K (5229.405) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated
by reference in Part lll of this Form '10-K or any amendment to this Form 10-K.tI
lndicate by check mark whether the registrant is a large arcelerated filer, an accelerated filel a non-accelerated file( or a
smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in
Rule '12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer 1x I Accelerated Filer [ 1
Non-accelerated Filer [ ] Smaller Reporting Company [ ]
lndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes[ ] No[X]
As of June 30, 2016, the aggregate market value of the shares of Common Stock (based upon the closing price of these
shares on the New York Stock Exchange on that date) held by non-affiliates was $1 ,761,87'1 ,513.
At February 17,2017,28,630,327 shares of the registrant's Common Stock (the only class of Common Stock) were
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement of the registrant, to be filed in connection with the 2017 Annual Meeting of Shareholders, are
incorporated by reference in Part lll.
Exhibit No. 1
J. Palfreyman, NW Natural
1
NORTHWEST NATURAL GAS COMPANY
Annual Report to Securities and Exchange Commission on Form 10-K
For the FiscalYear Ended December 31, 2016
TABLE OF CONTENTS
PART I Page
Item 1
Item 14.
Item 1B.
Item 2.
Item 3.
Item 4.
Glossary of Terms
Forward-Looki n g Statements
Business
Overview
Business Model
Local Gas Distribution
Gas Storage
Other
Environmental lssues
Employees
Additions to lnfrastructure
Executive Officers of the Registrant
Available lnformation
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant's Common Equity, Related Stockholder Matters and lssuer
Purchases of Equity Securities
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other lnformation
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director lndependence
Principal Accountant Fees and Services
1
4
5
5
5
5
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 98.
10
12
12
13
13
14
14
15
23
23
23
23
24
25
26
49
51
90
90
90
91
92
92
93
93
94
94
95
PART III
Item 10.
Item 11.
Item'12.
Item 13.
Item 14.
PART IV
Item 15. Exhibits and Financial Statement Schedules
Item 16. Form 10-K Summary
SIGNATURES
Exhibit No. 1
J. Palfreyman, NW Natural
2
GTOSSARY OF TERMS AND ABBREVIATIONS
AFUDC
AOCI /AOCL
ASC
ASU
Average Weather
Bcf
Btu
CAP
CNG
COz
Core Utility Customers
Cost of Gas
CPUC
Decoupling
Demand Cost
Allowance for Funds Used During Construction
Accumulated Other Comprehensive lncome (Loss)
Accounting Standards Codifi cation
Accounting Standards Update as issued by the FASB
The 2S-year average of heating degree days based on temperatures established in our last
Oregon general rate case
Billion cubic feet, a volumetric measure of natural gas, where one Bcf is roughly equal to 10
million therms
British thermal unit, a basic unit of thermal energy measurement; one Btu equals the energy
required to raise one pound of water one degree Fahrenheit at an atmospheric pressure of one
and 60 degrees Fahrenheit. One hundred thousand Btu's equal one therm
Compliance Assurance Process with the lnternal Revenue Service
C6mpressed Natural Gas
Carbon Dioxide
Residential, commercial and industrial customers receiving firm service from the utility
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 de_mand costs, seasonal demand cost balancing adjustments, regulatory gas
cost deferrals and Company gas use
California Public Utilities Commission, the entity that regulates our California gas storage
business at our Gill Ranch facility with respect to rates and terms of service, among other
matters
A billing rate mechanism, also referred to as our conservation tariff, which is designed to break
the link between utility eernings and the quantity of natural gas sold to customers; the design is
intended to allow the utility to encourage industrial and small commercial customers to conserve
energy while not adversely affecting its earnings due to reductions in sales volumes
A component in core utility customer rates representing the cost of securing flrm pipeline
capacig, whether the capacity is used or not
Dekatherm (also decatherm) is equal to 10 therms or one million British thermal units (Btu)
Earnings before interest, taxes, depreciation and amortization, a non-GAAP financial measure
Engineering Evaluation / Cost Analysis
Encana Oil & Gas (USA) lnc.
Northwest Energy Corporation, a wholly-owned subsidiary of NW Natural
Environmental Protection Agency
Earnings per share
Financial Accounting Standards Board
Federal Energy Regulatory Commission; the entity regulating interstate storage services offered
by our Mist gas storage facility as part of our gas storage segment
Natural gas service offered to customers under contracts or rate schedules that will not be
disrupted to meet the needs of other customers
First Mortgage Bonds
Accounting principles generally accepted in the United States of America
A periodic filing with state or federal regulators to establish billing rates for utility customers
Greenhouse gases
Gill Ranch Storage, LLC, a wholly-owned subsidiary of NWN Gas Storage
Underground natural ga,s storage facility near Fresno, California, with75% owned by Gill Ranch
and2SYo owned by PG&E
Gas Transmission Northwest, which owns a transmission pipeline serving California and the
Pacific Northwest
Units of measure reflecting temperature-sensitive consumption of natural gas, calculated by
subtracting the average of a day's high and low temperatures from 65 degrees Fahrenheit
Highway and Transportation Funding Act of 2014
lnternational Brotherhood of Electrical Workers Local Union No. 1245, which is also referred to
as the Union representing NW Natural's bargaining unit employees at Gill Ranch
Dth
EBITDA
EE/CA
Encana
Energy Corp
EPA
EPS
FASB
FERC
Firm Service
FMBs
GAAP
General Rate Case
GHG
Gill Ranch
Gill Ranch Facility
GTN
Heating Degree Days
HATFA
IBEW
1
Exhibit No. 1
J. Palfreyman, NW Natural
3
lnterruptible Service
IRP
IRS
KB
LNG
LWG
MAP-21
Moody's
NAV
NNG Financial
NOL
NRD
NWN Energy
NWN Gas Reserves
NWN Gas Storage
ODEQ
OPEIU
OPUC
PBGC
PG&E
PGA
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
lntegrated Resource Plan
United States lnternal Revenue Service
Kelso-Beaver Pipeline, of which '10% is owned by KB Pipeline Company, a subsidiary of NNG
Financial
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
Lower Willamette Group
A federal pension plan funding law called the Moving Ahead for Progress in the 21st Century Act,
July 2012
Moody's lnvestors Service, lnc. is a credit rating agency
Net Asset Value
NNG Financial Corporation, a wholly-owned subsidiary of NW Natural
Net Operating Loss
Natural Resource Damages
NW Natural Energy, LLC, a wholly-owned subsidiary of NW Natural
NWN Gas Reserves LLC, a wholly-owned subsidiary of Northwest Energy Corporation
NW Natural Gas Storage, LLC, a wholly-owned subsidiary of NWN Energy
Oregon Department of Environmental Quality
Office and Professional Employees lnternational Union Local No. 11, AFL-CIO, which is also
referred to as the Union representing NW Natural's bargaining unit employees, other than those
employees in the process of unionizing at Gill Ranch
Public Utility Commission of Oregon; the entity that regulates our Oregon utility business with
respect to rates and terms of service, among other matters; the OPUC also regulates our Mist
gas storage facility's intrastate storage services
Pension Beneflt Guaranty Corporation
Pacific Gas & Electric Company; is a 25o/o owner of the Gill Ranch Facility
Purchased Gas Adjustment, a regulatory mechanism which adjusts 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 Electric; primary customer of the North Mist gas storage expansion
U.S. Department of Transportation's Pipeline and Hazardous Materials Safety Administration
Potentially Responsible Parties
Remedial lnvestigation / Feasibility Study
Record of Decision
Return on Equity, a measure of corporate profitability, calculated as net income divided by
average common stock 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
PGE
PHMSA
PRP
RUFS
ROD
ROE
ROR
S&P
Sales Service
SEC
SIP
SRRM
TAIL
Therm
TWH
return
capital
approved
structure.
by a regulatory agency
utility rate base. Authorized ROR refers to the rate of'and is generally discussed in the context of ROE and
Standard & Poor's, a division of The McGraw-Hill Companies, lnc., is a credit rating agency
Service provided whereby a customer purchases both natural gas commodi$ supply and
transportation from the utility
U.S. Securities and Exchange Commlssion
System lntegrity Program, an Oregon billing rate mechanism that provides cost recovery of
pipeline system integrity programs, which are required under various safety standards prescribed
by both state and federal regulators
Site Remediation and Recovery Mechanism, a billing rate mechanism for recovering prudently
incurred environmental site remediation costs allocable to Oregon through customer billings,
subject to an earnings test
TransCanada American lnvestments, Ltd., a 50% owner of TWH
The basic unit of natural gas measurement, equal to one hundred thousand Btu's
TrailWest Holdings, LLC is 50% owned by NWN Energy
Exhibit No. 1
J. Palfreyman, NW Natural
4
2
TWP
TransCanada
Transportation Service
Utility Margin
VIE
WARM
WUTC
Trail West Pipeline, LLC, a subsidiary of TWH
TransCanada Pipelines Limited, owner of TAIL and GTN
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
A financial measure consisting of utili$ operating revenues less the associated cost of gas,
franchise tax and environmental recoveries
Variable lnterest Entity
An Oregon billing rate mechanism applied to residential and commercial customers to adjust for
temperature variances from average weather; rates decrease when the weather is colder than
average, and rates increase when the weather is warmer than average; the mechanism is
applied to customer bills from December through mid-May of each heating season
Washington Utilities and Transportation Commission, the entity that regulates our Washington
utility business with respect to rates and terms of service, among other matters
Exhibit No. 1
J. Palfreyman, NW Natural3
5
F O RWARD.LOO KI N G S TAT E M E NT S
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. Foruuard-looking statements can be identifled by
words such as anticipates, assumes, intends, plans, seeks,
believes, estlmates, 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;. strategies;. assumptions,generalizationsandestimates;. ongoing continuation of past practices or patterns;. future events or performance;. trends;. risks;. timing and cyclicality,. earnings and dividends;. capital expenditures and allocation;. capital or organizational structure;. climate change and our role in a low-carbon future;. growth;. customer rates;. labor relations;. workforcesuccession;. commodity costs;. gas reserves,. operational performance and costs;. energy policy, infrastructure and preferences;. efficacy of derivatives and hedges;. liquidity and financial positions;. valuations;. project and program development, expansion, or
investment;. pipeline capacity, demand, location, and reliability;. adequacy of property rights;. competition;. procurement and development of gas supplies;. estimatedexpenditures;. costs of compliance;. credit exposures;. rate or regulatory outcomes, recovery or refunds,. impacts or changes of laws, rules and regulations;. tax liabilities or refunds;. 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 supplies;. effectsof neworanticipated 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. lmportant factors that could cause
actual results to differ materially from those in the forward-
looking statements are discussed at ltem 1A., "Risk
Factors" of Part I and ltem 7. and ltem 7A., "Management's
Discussion and Analysis of Financial Condition and Results
of Operations" and "Quantitative and Qualitative Disclosures
About Market Rlsk", respectively, of Part ll of this report.
Any forwardJooking statement made by us in this report
speaks only as of the date on which it is made. Factors or
events that could cause our 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.
Exhibit No. 1
J. Palfreyman, NW Natural4
6
NORTHWEST NATURAL GAS
COMPANY
PART I
ITEM 1. BUSINESS
OVERVIEW
Northwest Natural Gas Company (NW Natural or the
Company) was incorporated under the laws of Oregon in
1910. Our Company and its predecessors have supplied
gas service to the public since 1859, and we have been
doing business as NW Natural since 1997. We maintain
operations in Oregon, Washington, and California and
conduct business through NW Natural and its subsidiaries.
References in this discussion to "Notes" are to the Notes to
the Consolidated Financial Statements in ltem 8 of this
report.
We have two core businesses. our regulated local gas
distribution business, referred to as the utility segment,
which serves residential, commercial, and industrial
customers in Oregon and southwest Washington; and our
gas storage businesses, referred to as the gas storage
segment, which provides storage services for utilities, gas
marketers, electric generators, and large industrial users
from storage facilities located in Oregon and California. ln
addition, we have investments and other non-utility activities
we aggregate and report as other. See Note 4 to the
Consolidated Financial Statements for further information on
total assets and results of operations for our segments for
the years ended December 31, 2016,2015 and2014.
The utility business is our largest segment, while our gas
storage businesses account for the majority of our
remaining net income. The following table reflects the
percentage allocation between segments and other as of
December 31, 2016:
Non-Utility(1)
Utility Stoiage(2) Other Total
Assets 91 .1% 8.3Yo 0.6% 100.0o/o
Net lncome 92.7o/o 7 .3% -o/o 100.0%(1) We refer to our gas storage segment and other as non-utility
as they are not included in our regulated gas distribution
business; however, certain aspects ofthe gas storage
segment and other may be regulated by the OPUC, WUTC,
CPUC, or FERC.(2't Our gas storage segment includes asset management
services for both the utility and non-utility portion of our Mist
gas storage facility.
LOCAL GAS D'STR'BUTION "UTILITY"
The utility is principally engaged in the regulated distribution
of natural gas in Oregon and southwest Washington to over
725,OOO customers with approximately 89% of our
customers located in Oregon and 11o/o located in
Washington. ln total, we provide natural gas service to over
100 cities in 18 counties with an estimated population of 3.5
million in our service territory.
We have been allocated an exclusive service territory by the
OPUC and WUTC, which includes a major portion of
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 one of the largest
international po(s on the West Coast and is a key
distribution center due to its comprehensive transportation
system of ocean and river shipping, transcontinental
railways and highways, and an international airport. Major
businesses located in our service territory include retail,
manufacturing, and high-technology industries.
NW Natural is deeply committed to environmental
stewardship and leveraging the benefits of natural gas to
support clean energy policies in the communities we serve.
We are proud of distributing natural gas in an
environmentally responsible manner to our customers and
leading our industry on several fronts. From reducing
carbon emissions in our distribution system by modernizing
and removing cast iron and bare steel pipe to pioneering
greater customer alignment on energy conservation through
a decoupling mechanism that breaks the link between utility
earnings and the quantity of natural gas sold - we have
collaborated with regulators to drive environmentally
responsible policies. ln addition, we help our customers
reduce or offset their natural gas usage through energy
efficienry programs and our support of carbon-reduction
biogas projects at dairies and farms.
As Oregon transitions to a clean energy future with the
elimination of coal-fired electric generation and new
renewable energy standards, we believe natural gas will be
critical to achieving this future. Natural gas is necessary to
reliably integrate renewables, as it allows electric generation
to adjust quickly when energy sources such as wind and
solar fluctuate with natural variability. One example is our
North Mist gas storage expansion project, which will provide
no-notice gas storage services to an electric generation
facility, allowing the facility to quickly draw on the storage
and integrate more wind power into the electric grid. The
North Mist expansion project will be considered as part of
the utility since revenues will be earned under a cost of
service tariff schedule with the OPUC. ln addition, we plan
to continue leveraging our modern system and existing
infrastructure, help our customers continue reducing and
offsetting their consumption, and work in our communities to
replace more carbon intensive fuels.
Customers
We serve residential, commercial and industrial customers
with no individual customer or industry accounting for more
than 10% of our utility revenues. On an annual basis,
residential and commercial customers typically account for
55% to 60% of our utility's total volumes delivered and 90%
of our utility's margin. lndustrial customers largely account
for the remaining volumes and utility margin. The following
table presents summary customer information as of
December 31, 201 6:
Exhibit No. 1
J. Palfreyman, NW Natural
Gas
5
7
(1)
Total 725,146 100% 100%
-::
Utility margin is also affected by other items, including
miscellaneous services, gains or losses from our gas cost
incentive sharing mechanism, and other service fees.
Generally, residential and commercial customers purchase
both their natural gas commodity (gas sales) and natural
gas delivery services (transportation services) from the
utility. lndustrial customers also purchase transportation
seryices from the utility, but may buy the gas commodity
either from the utility or directly from a third-party gas
marketer or supplier. Our gas commodity cost is primarily a
pass-through cost to customers; therefore, our profit
margins are not materially affected by an industrial
customer's decision to purchase gas from us or from third
parties. lndustrial 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, our 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 Paciflc
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 is currently
in approximately 60% of residential single-family dwellings
in our service territory. Customer growth in our region
c,omes from the following main 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 strongest performing
source of growth. Over the last five years, our customer
growth has recovered with the economy. Continued
customer growth is closely tied to the comparative price of
natural gas to electricity and fuel oil and the health of the
Portland, Oregon and Vancouvel Washington economies.
We believe there is potential for continued groMh as natural
gas is affordable, reliable, a clean fuel choice, and a
preferred energy source in our service territory. See Note 4
for information on the utility's assets and results of
operations.
Gompetitive Conditions
ln our service areas, we have no direct competition from
other natural gas distributors, but we compete with other
forms of energy supply in each customer class. This
competition among energy suppliers is based on price,
efficiency, reliabil ity, performance, preference, market
conditions, technology, federal and state energy policy, and
environmental impacts.
For residential and small to mid-size commercial customers,
we compete primarily with providers of electricity, fuel oil,
and propane.
ln the industrial and large commercial markets, we compete
with all forms of energy, including competition from
wholesale natural gas marketers. ln addition, large industrial
customers could bypass our local gas distribution system by
installing their own direct pipeline connection to the
interstate pipeline system. We have designed custom
transportation service agreements with several of our
largest industrial customers to provide transportation service
rates that are competitive with the customer's costs of
installing their own pipeline; these agreements generally
prohibit bypass. Due to the cost pressures confronting a
number of our largest customers competing in global
markets, bypass continues to be a competitive
threat. Although we do not expect a significant number of
our large customers to bypass our system in the
foreseeable future, we could experience deterloration of
utility margin if customers bypass or switch over to custom
contracts with lower profit margins.
Seasonalitv of Business
Our utility business is seasonal in nature due to higher gas
usage by residential and commercial customers during the
cold winter heating months. Our other categories of
customers experience seasonality in their usage, but to a
lesser extent.
Requlation and Rates
The utility is subject to regulation by the OPUC, WUTC, and
FERC. These regulatory agencies authorize rates and allow
recovery mechanisms to provide our utility the opportunity to
recover prudently incurred capital and operating costs from
customers, while also earning a reasonable return on
investment for investors. ln addition, the OPUC and WUTC
also regulate the system ofaccounts and issuance of
securities by our utility.
We file general rate cases and rate tariff requests
periodically with the commissions to establish approved
rates, an authorized ROE, an overall rate of return on rate
base (ROR), an authorized utility capital structure, and other
revenue/cost deferral and recovery mechanisms.
ln addition, under our Mist interstate storage certificate with
FERC, the utility 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. We filed a rate petition for our
current rates in 2013 and received approval in 2014 for new
maximum cost based rates effective January 1,2014.
The utility's most recent general rate case in Oregon was
effective November 1,2012, and the latest Washington rate
case was effective January 1, 2009. During 2016, our
approved rates and recovery mechanisms for each service
area included:
Exhibit No. 1
J. Palfreyman, NW Natural
8
Number of
Customers
o/o of
Volumes
% of Utilitv
Margin(1I
Residential
Commercial
lndustrial
Other(1)
656,855
67,278
'l ,013
N/A
35o/o
21o/o
44o/o
N/A
63Yo
27o/o
$Yo
2o/o
6
Key Regulatory Mechanisms:
PGAXX
Gas Cost lncentive Sharing X
lnterstate Storage Sharing X X
WARM X
Decoupling X
SIP(1) X
Pension Balancing X
Environmental Cost Deferral X X
SRRM X(1) Regulatory authority for SIP expired October 31,2014,
however, the bare steel replacement portion of the mechanism
remained in place until the end of 2015 and was included in
rates for the 2015-2016 PGA.
For a complete discussion of regulatory matters, open
dockets, current regulatory activities, and additional details
on each rate mechanism, see Part ll, ltem 7, "Results of
Operations- Reg u l atory M afte rs" and "Gas Storage ".
Gas Suoplv
The utility 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.. Diverse Supply - providing diversity of supply sources;. Diverse Contracts - maintaining a variety of contract
durations, types, and counterparties;. Reliability - ensuring gas resource portfolios are
sufficient to satisfy customer requirements under
extreme cold weather conditions; and. Cost Management and Recovery - employing prudent
gas cost management strategies.
Diversitv of Supplv Sources
We purchase our gas supplies primarily from the Alberta
and British Columbia areas 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 2016, 63% of our gas supply came from
Canada, with the balance primarily coming from the U.S.
Rocky Mountain region. We believe gas supplies available
in the western United States and Canada are adequate to
serve our core utility requirements for the foreseeable
future. We continue 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; however, we believe the cost of natural gas
coming from western Canada and the U.S. Rocky Mountain
region will continue to track with broader U.S. market
pricing. Additionally, the extraction of shale gas has
increased the availability of gas supplies throughout North
America for the foreseeable future.
We supplement our 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 our utility supply:
Maximum
Daily
Deliverability
Designed
(therms in
millions)
Gas Storage Facilities:
Owned Facility:
Mist, Oregon(l)
Contracted Facilities:
Jackson Prairie, Washington@)
Alberta, Canada(3)
LNG Facilities:
Owned Facilities:
Newport, Oregon
Portland, Oregon
Total
Oregon Washington
Authorized Rate Structure:
ROE
ROR
DebVEquity Ratio
9.5o/o
7.8o/o
50o/ol50o/o
10.1o/o
8.4%
49Yol51o/o
Storage
Capacity
(Bcf)
3.1 10.6
1.1
2.5
0.5
0.4
0.6
1.3
1.0
0.6
5.9 '15.8
(2t
(3)
(1)The Mist gas storage t""ility nr.ffirffi
deliverability of 5.4 million therms and a total designed storage
capacity of about 16 Bcf, of which 3.1 million therms of daily
deliverability and 10.6 Bcf of storage capacity are reserved for
core utility customers.
The storage facility is located near Chehalis, Washington and
is contracted from Northwest Pipeline, a subsidiary of The
Williams Companies.
This resource does not add to our total peak day capacity, but
mitigates price risks as it displaces equivalent volumes of
heating season spot purchases.
The Mist facility is used for both utility and non-utility
purposes. Under our regulatory agreements with the OPUC
and WUTC, non-utility gas storage at Mist can be developed
in advance of core utility customer needs but is subject to
recall by the utility when needed to serve utility customers
as their demand increases. ln 2016, the utility did not recall
additional deliverabilig or associated storage capacity from
the non-utility business to serve core utility customer needs.
ln addition, we have the ability to recall pipeline capacity
and supply resources from certain customers if needed to
meet high demand requirements.
Diverse Contract Durations and Tvpes
We have 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.
Our 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.
Exhibit No. 1
J. Palfreyman, NW Natural7
9
During 2016, we purchased a total of 668 million therms
under contracts with durations outlined in the chart below:
The following table shows the sources of supply projected to
be used to satisfy the design day sendout tor the 2016-2Q17
winter heating season:
Therms in millions Therms PercentContract Duration (primary term)
Percent of
Purchases
Long-term (one year or longer)
Short-term (more than one month, less than one
year)
Spot
Total
We renew or replace gas supply contracts as they expire.
During 2016, only one supplier provided over 1 0% of our
gas supply requirements.
Reliabilitv
The effectiveness of our gas distribution system ultimately
rests on whether we provide reliable service to our core
utility customers. To ensure our effectiveness, we develop a
composite design year, including a seven day design peak
event based on the most severe cold weather experienced
during the last 30 years in our service territory.
Our projected maximum design day firm utility customer
sendout totals are approximately 9.8 million therms. Of this
total, we are currently capable of meeting about 55% of our
maximum design day requirements with gas from storage
located within or adjacent to our service territory, while the
remaining supply requirements would come from gas
purchases under firm gas purchase contracts and recall
agreements.
To supplement near-term natural gas supplies, we can
segment transportation capacity during the heating
seasons, if needed. Pipeline segmentation 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. During the 2015-2016 and 2016-2017 heating
seasons, we segmented approximately 0.6 million therms
per day of our firm pipeline transportation capacity that
flowed from Stanfield, Oregon to various points south of
Molalla, Oregon.
We believe our gas supplies would be sufficient to meet
existing firm customer demand if we were to experience
maximum design day weather conditions. We will continue
to evaluate and update our forecasted requirements and
incorporate changes in our lntegrated Resource Plan (lRP)
process.
Sources of utility supply:
Firm supply purchases
Mist underground storage (utility only)
Company-owned LNG storage
Off-system storage contract
Pipeline segmentation capacity
Recall agreements
Total
27o/o
100o/o
35
38
3.4
3.1
1.9
0.5
0.6
0.4
34o/o
32
't9
5
6
4
9.9 100o/o
8
The OPUC and WUTC have 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.
ln general, the IRP is flled biannually with both the OPUC
and the WUTC. An update is filed in Oregon in the off
year. The OPUC acknowledges the Company's action plan;
whereas the WUTC provides notice that our 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
Commissioners generally indicate that they would give
considerable weight in prudence reviews to utility actions
consistent with acknowledged plans. The WUTC has
indicated the IRP process is one factor it will consider in a
prudence review. We filed our 2016 IRP in both Oregon and
Washington in August 2016. We received a letter of
compliance from the WUTC in December 2016 and
acknowledgment from the OPUC in February 2017. We plan
to file an update to the IRP with the Oregon Commission in
2018.
Gas Cost Manaqement Strateqv
The cost of gas sold to utility customers primarily consists of
the following items, which are included in annual PGA rates:
purchase price paid to suppliers; charges paid to pipeline
companies to transport gas to our distribution system; costs
paid to store gas; our gas reserves contracts; and gains or
losses related to gas commodity derivative contracts.
We employ a number of strategies to mitigate the cost of
gas sold to utility customers. Our 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). See Part ll,
Item 7A, "Quantitative and Qualitative Disclosures
About Market Risk-Credit Risk-Credif Exposure to
F i n an ci al D e rivative Cou nte rp afti es",
Exhibit No. 1
J. Palfreyman, NW Natural
10
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 11 for additional information about our gas
reserves.
We also contract with an independent energy marketing
company to capture opportunities regarding our storage and
pipeline capacity when those assets are not serving the
needs of our core utility customers. Our asset management
activities provide cost savings that reduce our utility
customer's cost of gas and opportunities to generate
incremental revenues for our shareholders from a regulatory
incentive-sharing mechanism, which are included in our gas
storage segment.
Cost Recovery
Mechanisms for gas cost recovery are designed to be fair
and reasonable, with an appropriate balance between the
interests of our customers and shareholders. ln general,
utility rates are designed to recover the costs ol but not to
earn a return on, the gas commodity sold. We minimize
risks associated with gas cost recovery 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 ll, ltem 7, "Results of
Operations-Regulatory Matters-Rafe Mechanisms" and
"Resu lts of Operations-Business Segments-Local Gas
Distribution Utility Operations-Cosf of Gas."
Transportation of Gas Supplies
Our local gas distribution system is reliant on a single, bi-
directional interstate transmission pipeline to bring gas
supplies into our distribution system. Although we are
dependent on a single pipeline, the pipeline's gas flows into
the Portland metropolitan market from two directions: ('l) 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.
We incur monthly demand charges related to our firm
pipeline transportation contracts. Our largest pipeline
agreements are with Northwest Pipeline. These contracts
are multi-year contracts with expirations ranging from 2018
to 2046. We actively work with Northwest Pipeline and
others to renew contracts in advance of expiration to ensure
gas transportation capacity is sufficient to meet our utility
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, our service territory is dependent on a
single pipeline for its natural gas supply. Although supply
has not been disrupted in the recent past, pipeline
replacement projects and long-term projected natural gas
demand in our region underscore the need for pipeline
transportation diversity. ln 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 pipeline diversity.
Currently, there are various interstate pipeline projects
proposed, including the Trail West Pipeline in which the
Company has an interest, that could meet the forecasted
demand for the region and our Company. However, the
location of any future pipeline project will likely depend on
the location of committed industrial projects. We will
continue to evaluate and closely monitor the currently
prospected projects to determine the best option for
ratepayers. The Company also has an equity investment in
Trail West Holdings, LLC (TWH) that 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 our local gas distribution system. lf 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
The primary goals of our gas distribution operations are
safety and reliability of our system, which entails building
and maintaining a safe pipeline distribution system.
Safety and the protection of our employees, our customers,
and the public at large are, and will remain, our top
priorities. We construct, operate and maintain our 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. We removed the final three miles of known
bare steel from our system in 20'15 and completed our cast
iron pipe removal in 2000. Since the 1980s, we have taken
a proactive approach to replacement programs and
partnered with our Commissions on progressive regulation
to further safety and reliability efforts for our distribution
system. ln the past, we had a cost recovery program in
Oregon that encompassed the Company's programs for
bare steel replacement, transmission pipeline integrity
management, and distribution pipeline integrity
management. During 20'16, we worked with the OPUC and
other Oregon natural gas utilities to establish guidelines for
future safety cost-recovery tracking programs. ln October
2016, an all-party agreement for the docket was filed with
the OPUC and is currently undergoing review See Part ll,
Item 7, "Results of Operations-Regulatory Matters-
Sysfern lntegrity Program".
Natural gas distribution businesses are likely to be subject
to even greater federal and state regulation in the future due
to pipeline incidents involving other companies. Additional
regulations from the U.S. Department of Transportation's
Pipeline and Hazardous Materials Safety Administration
(PHMSA) are currently under development. During 2016
PHMSA issued final regulations regarding enhanced
emergency order procedures, which became effective upon
issuance. ln addition, PHMSA issued final rules addressing
underground storage and excess flow valves, with effective
dates in 2017. \Ne anticipate final regulations for the
remaining rules to be issued in 2017, with effective dates in
2017 to 2018. Accordingly, we will continue to work diligently
with industry associations as well as federal and state
Exhibit No. 1
J. Palfreyman, NW NaturalI
11
regulators to ensure the safety of our system and
compliance with new laws and regulations. We expect the
costs to our utility associated with compliance of federal,
state, and local rules would be recoverable in rates.
North Mist Gas Storaqe Expansion Proiect
In Oregon, there is a need to integrate intermittent
resources, such as wind and solar, into the power system
with policymakers committing to the elimination of coal-fired
electric generation and moving toward a 50% renewable
electricity standard by 204O. New, flexible natural gas-flred
electric generation facilities and associated gas storage are
necessary to support the integration of renewable
resources. To that end, we are expanding our gas storage
facility near Mist, Oregon to provide innovative no-notice
gas storage service. This expansion project will be
dedicated solely to Portland General Electric (PGE) to
support their 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 expansion project includes a new reservoir providing up
to 2.5 Bcf of available storage, an additional compressor
station with design capacity of 120,000 decatherms of gas
per day, no-notice service that can be drawn on rapidly, and
a 13-mile pipeline to connect to PGE's gas plants at Port
Westward. The current estimated cost of the expansion is
approximately $128 million with a targeted in-service date of
the winter of 201 8-19, depending on completion of all
construction and commissioning activities.
We expect upon completion, revenues will be derived from a
long term cost of service contract for storage services and
are expected to be recognized on a straighuine basis.
These revenues will be earned immediately under an
established cost of service tariff schedule with the OPUC
based on the utility's current, authorized rate structure as
determined in its latest rate case. Billing rates will be
updated annually to the current depreciable asset level and
forecasted operating expenses.
GAS SIORAGE
Our gas storage segment includes the following:. the non-utility portion of the Mist gas storage facility
near Mist, Oregon;. our Gill Ranch gas storage facility near Fresno,
California; and. asset management services provided by an
independent energy marketing company.
ln general, the supply of natural gas remains relatively
stable over the course of ayear, while the demand for
natural gas typically fluctuates seasonally. Storage facilities
allow customers to purchase and inject natural gas supplies
during periods of low demand and withdraw these supplies
for use or resale during periods of higher demand. These
facilities allow us to capitalize on the imbalance of supply
and demand and price volatility for natural gas.
See Note 4 for more information on gas storage assets and
results of operations and Part ll, ltem 7, "Financial Condition
-Capital Structure-Lrguidity and Capital ResourceS'.
Gas Facilities
The following table provides information concerning the
Company's non-utility gas storage facilities:
Maximum
DesignedStorage Deliverability lnjectionCapacity (Therms in^' lTtierms in.^(Bcfl millions/dayr"' millionyday)r'l
Mist Storage(1)
Gill Ranch Storage(2)
2.3 0.8
49 2.4
5.4
15.0
(2\
(3)
0)Approximately 5.4 Bcf of a total designed storage capacity of
about '16 Bcf at Mist is currently available to our gas storage
segment. The remaining 10.6 Bcf is used to provide gas
storage for our local distribution business and its utility
customers. ln addition to designed storage capacity above,
capacity may incrementally increase based on variations in the
heat content of the stored gas. All storage capacity and daily
deliverability cunently developed for the gas storage segment
at Mist is available for recall by the utility. ln May 2015, the
utilily recalled approximately 0.3 million therms per day of
deliverability and 0.7 Bcf of capacity for core utility customer
use. There were no recalls by the utility in 2016.
Our share of the Gill Ranch facility is cunently '15 Bcf out of a
total capacity of 20 Bcf.
Our share of the designed daily maximum injection and
deliverability rates.
Mist Storaqe Facility
The Mist storage facility began operations in 1989 and
currently 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.
SERVICES. Mist provides multi-cycle gas storage services to
customers in the interstate and intrastate markets from the
facility located in Columbia County, Oregon, near the town
of Mist. The Mist field was initially converted to storage
operations for our utility customers. Since 2001, gas storage
capacity at Mist has also been made available to interstate
customers by developing new incremental capacity in
advance of core utility customer requirements to meet the
demands for interstate storage service. These interstate
storage services are offered under a limited jurisdiction
blanket certificate issued by FERC. ln addition, since 2005
we have offered intrastate firm storage services in Oregon
under an OPUC-approved rate schedule as an optional
service to eligible non-residential utility customers.
CUSTOMERS. For Mist storage services, firm service
agreements with customers are entered into with terms
typically ranging from 1 to 10 years. Currently, our gas
storage revenues from Mist are derived primarily from flrm
service customers who provide energy related services,
including natural gas distribution, electric generation, and
energy marketing. Three storage customers currently
account for all of our existing contracted non-utility gas
storage capacity at Mist, with the largest customer
accounting for about half of the total capacity. These three
customers have contracts expiring at various dates through
2020.
COMPETITIVE CONDITIONS- Our Mist gas storage facility
beneflts from limited competition from other Pacific
Northwest storage facilities primarily because of its
geographic location. However, competition from other
Exhibit No. 1
J. Palfreyman, NW Natural
12
10
storage providers in Washington and Canada, as well as
competition for interstate pipeline capacity, does exist. ln the
future, we could face increased competition from new or
expanded gas storage facilities as well as from new natural
gas pipelines, marketers, and alternative energy sources.
SEASoNALITY. Mist gas storage revenues generally do not
follow seasonal patterns similar to those experienced by the
utility because most of the storage capacity is contracted
with customers for firm service, which are primarily in the
form of flxed monthly reservation charges and are not
affected by customer usage. However, there is seasonal
variation with Mist storage capacity and deliverability related
to utility customers' lower demand during the spring and
summer months. This surplus storage capacity and
deliverability and related transportation capacity can be
optimized under regulatory sharing agreements with the
OPUC and WUTC. See 'Assef Management" below.
REGULATION. Our Mist facility is subject to regulation by the
OPUC and WUTC. ln addition, FERC has approved
maximum cost-based rates under our Mist interstate storage
certificate. We are required to file either a petition for rate
approval or a cost and revenue study with FERC at least
every five years to change or justify maintaining the existing
rates for the interstate storage service. ln December 2013,
we filed for a rate petition, which was approved in 2014 with
rates being effective January 1,2014. See Part ll, ltem 7,
"Results of Operations-Regulatory Matters".
EXPANSION OPPORTUNITIES. We are currently expanding
our Mist Storage facility to provide 2.5 Bcf of storage to the
local electric company. See "Norfh Mt'sf Gas Storage
Expansion Project'above. \/Uhile there are additional
expansion opportunities in the Mist storage field, further
development is not contemplated at this time and expansion
would be based on market demand, project execution, cost
effectiveness, available financing, receipt of future permits,
and other rights.
Gill Ranch Storaqe Facilitv
Gill Ranch Storage, LLC (Gill Ranch), our subsidiary, has a
joint project agreement with Pacific Gas and Electric
Company (PG&E) to develop and own the Gill Ranch
underground natural gas storage facility near Fresno,
California. Currently, Gill Ranch is the sole operator of the
facility. The facility began operations in 2010 and consists of
three depleted natural gas reservoirs, 12 injection and
withdrawal wells, a compressor station, dehydration and
control equipment, gathering lines, an electric substation, a
natural gas transmission pipeline extending 27 miles from
the storage field to an interconnection with the PG&E
transmission system, and other related facilities. Gill Ranch
owns the rights to 75% of lhe available storage capacity at
the facility. Gill Ranch's share of the facility currently
provides 15.0 Bcf of working gas capacity.
California has been impacted by challenging market
conditions for gas storage, with contract prices in the region
near historic lows and a greater number of competitors in
the area compared to the Pacific Northwest region. Prices
for the 2016-17 gas year showed slight improvement,
however prices remained low relative to the pricing in our
original long-term contracts which ended primarily in the
2013-14 gas storage year. ln the future, we may see
improved pricing from an increase in the demand for natural
gas driven by a number of factors, including changes in
electric generation triggered by California's renewable
portfolio standards, an increase in use of alternative fuels to
meet carbon reduction targets, recovery of the California
economy, growth of domestic industrial manufacturing,
potential exports of liquefied natural gas from the west
coast, and other favorable storage market conditions in and
around California. These factors, if they occur, may
contribute to higher summer/winter natural gas price
spreads, gas price volatility, and gas storage values. We
continue to explore opportunities to increase revenues by
identifying higher value customers to provide with enhanced
services. We may also look at other strategic alternatives
that help capitalize on opportunities that fit our business-risk
proflle.
SERVICES. Gill Ranch provides intrastate, multi-cycle
storage services in California at market-based rates under a
CPUC-approved tariff that includes firm storage service,
interruptible storage service, and park and loan storage
services. Our Gill Ranch facility is not currently authorized to
provide interstate gas storage services.
CUSToMERS. Customer contracts for firm storage capacity
at Gill Ranch are as long as 27 years in duration; however,
the majority of the contracted capacity is shorter term in
nature due to market condltions. ln the near-term, we
expect Gill Ranch to contract for terms ranging from one to
five years. For the 2016-17 gas storage year, Gill Ranch has
several storage customers, with the largest single contract
accounting for approximately 13% of our storage capacity.
ln the near term, we continue to expect shorter contract
lengths reflecting current market prices and trends.
The California market served by Gill Ranch is larger, and
has a greater diversity of prospective customers, than the
Pacific Northwest market served by Mist. Therefore, we
expect less sensitivity to any single customer or group of
customers at Gill Ranch. Current Gill Ranch customers
provide energy related services, including natural gas
production, marketing, and electric generation.
COMPETITIVE CONDITIONS. The Gill Ranch storage facility
currently competes with a number of other storage
providers, including local integrated gas companies and
other independent storage providers (lSPs) in the northern
California market. There are currently four lSPs authorized
by the CPUC to provide storage services in California, with
the Gill Ranch storage facility comprising approximately
12o/o oi lhe storage capacity held by lSPs. An acquisition
during 2016 consolidated approximately 80% of the storage
capacity authorized by the CPUC to lSPs in California.
Although this consolidation has not had an immediate
impact on our storage business, the ultimate effect of this
dominant market share on pricing and contractlng levels for
our Gill Ranch storage facility remains unknown and cannot
be predicted at this time.
ln addition, in October 2015 a significant natural gas leak
occurred at an unaffiliated southern California gas storage
facility that persisted through early 2016. At this time, we do
not know the long-term effects of this incident on gas
storage prices. The southern California market is largely
independent from the northern California gas storage
Exhibit No. 1
J. Palfreyman, NW Natural
13
11
market due to transportation barriers. However, in response
to this incident, new legislation was enacted in California in
September 2016, which directed the California Department
of Oil, Gas and Geothermal Resources (DOGGR) to
develop new regulations for gas storage wells. ln addition to
the DOGGR legislation, similar efforts are underway at the
federal level under the PHMSA, as discussed above in
"Local Gas Distribution-Utility." While the regulations are
still under development, and their ultimate impact is
unknown, it is likely the PHMSA and pending DOGGR
regulations will result in higher costs for all storage
providers. As a result of the legislation and pending
regulation, the nature of, and demand for, future storage
contracts, costs of operating, and market values in
California could be impacted and remain uncertain at this
time.
lf such new regulation and legislation require significant
capital and on-going spending to upgrade or maintain the
facility, we are unsuccessful in identifying new higher value
customers, future storage values do not improve, an
increased demand and other favorable market conditions for
natural gas storage do not materialize, andlor volatility does
not return to the gas storage market, this could have a
negative impact on our future cash flows and could result in
impairment of our Gill Ranch gas storage facility, which had
a net book value of $196.9 million at December 31, 2016.
We continue to assess these conditions along with other
strategic alternatives and their impact on the value of the
asset on an ongoing basis. See Note 2 of the Notes to
Consolidated Financial Statements for more information
regarding our accounting policy for impairment of long-lived
assets.
SEASONALIfl While the majority of our Gill Ranch
revenues are not subject to seasonality, and although we
expect much of the storage revenue at Gill Ranch to be in
the form of fixed monthly demand charges, cash flows can
fluctuate due to timing of asset management and other
revenues. ln addition, a significant portion of operating costs
at Gill Ranch are subject to fluctuations based on periods
when storage customers elect to inject or withdraw.
REGULATIoN. Gill Ranch has a tariff on file with the CPUC
authorizing it to charge market-based rates for the storage
services offered. See Part ll, ltem 7, "Results of
Operations-R eg u I atory M atte rs".
EXPANSION oPPoRTUNITIES. Subject to market demand,
project execution, available flnancing, receipt of future
permits, and other rights, the Gill Ranch storage facility can
be expanded beyond the current combined permitted
capacity of 20 Bcf without further expansion of the takeaway
pipeline system. Taking these considerations into account
and with certain infrastructure modifications, we currently
estimate the Gill Ranch storage facility could support an
additional 25 Bcf of storage capacity, bringing the total
storage capacity to approximately 45 Bcf, of which our
current rights would give us up to an additional 7.5 Bcf or
ownership of a total of approximately 22.5 Bcf .
Asset Manaqement
We contract with an independent energy marketing
company to provide asset management services, primarily
through the use of commodity exchange agreements and
pipeline capacity release transactions. The results are
included in the gas storage segment, except for amounts
allocated to our utility pursuant to regulatory sharing
agreements involving the use of utility assets. Utility pre{ax
income from third-party asset management services is
subject to revenue sharing with core utility customers. See
Part ll, ltem 7, "Results of Operations-Eusrness Segmenfs
-Gas Sforage".
OTHER
We have non-utility investments and other business
activities which are aggregated and reported as other. Other
primarily consists of.. an equity method investment in a joint venture to build
and operate a gas transmission pipeline in Oregon.
TWH is owned 50% by NWN Energy, a wholly-owned
subsidiary of NW Natural, and 50% by TransCanada
American lnvestments Ltd., an indirect wholly-owned
subsidiary of TransCanada Corporation;. a minority interest in Kelso-Beaver Pipeline held by our
wholly-owned subsidiary NNG Financial Corporation
(NNG Financial); and. other operating and non-operating income and
expenses ofthe parent company that are not included
in utility or gas storage operations.
The pipelines referred to above are regulated by FERC.
Less than 1Yo of our consolidated assets and consolidated
net income are related to activities in other. See Note 4 for
summary information for these assets and results of
operations.
ENVIRONMENTAL MATTERS
Properties and Facilities
We own, 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 timeframe 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 ultimate selection of a particular technology;. 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.
Exhibit No. 1
J. Palfreyman, NW Natural12
14
We have received recovery of a portion of such
environmental costs through received insurance proceeds
and seek the remainder of such costs through customer
rates, and we believe recovery of these costs is probable. ln
Oregon, we have a mechanism to recover expenses,
subject to an earnings test and allocation rules. See Part ll,
Item 7, "Results of Operations-Rate Matters-Rate
Mechanisms-Environmenta/ Cosfs", Note 2 and Note 15.
Greenhouse Gas Matters
We recognize our businesses are likely to be impacted by
future requirements to address greenhouse gas emissions.
Future federal and/or state requirements may seek to limit
emissions of greenhouse gases, including both carbon
dioxide (COz) 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. ln September 2009, the 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 COz equivalents per year. We
began reporting emission information in 2011. Under this
reporting rule, local gas distribution companies like NW
Natural are required to report system throughput to the EPA
on an annual basis. The EPA also issued additional
greenhouse gas reporting regulations requiring the annual
reporting of fugitive emissions from our operations.
Similarly, the Clean Air Rule (CAR) was enacted by the
state of Washington's Department of Ecology on September
15, 2016. The Washington rule caps the maximum
greenhouse gas emissions allowed from stationary sources
such as large manufacturers, as well as petroleum
producers and natural gas utilities. For gas distribution
utilities, the usage by their customers of natural gas is
considered to produce emissions that are attributed to the
utility. Entities exceeding the applicable limit must reduce
their emissions, develop projects that would reduce
emissions or purchase emission reduction units (ERUs) or
renewable energy credits (RECs) or, to a limited extent,
acquire allowances from out-of-state m ulti-sector
greenhouse gases (GHG) programs. We anticipate that
compliance by gas distribution utilities, such as NW Natural,
would primarily be achieved through the purchase of ERUs,
although there is significant uncertainty regarding ERU
availability and price at this time. We flled legal action jointly
with Avista Corporation, Cascade Natural Gas Corp. and
Puget Sound Energy in late September 2016 to challenge
the Washington rule based on flaws in its design. However,
as CAR became effective January 1 , 2017 , we have
commenced compliance efforts and also plan to pursue
regulatory recovery of such costs. While there is still
uncertainty regarding potential compliance costs, we expect
to be able to recover these costs in rates, and as such do
not expect this rule to materially affect our consolidated
financial position and results of operations.
The outcome of these or any additional federal and state
policy developments in the area of climate change cannot
be determined at this time, but 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 any regulations limiting emissions of
greenhouse gas from our operations could require us to
incur costs to reduce emissions of greenhouse gases
associated with our operations, which could result in an
increase in the prices we charge our customers or a decline
in the demand for natural gas. On the other hand, because
natural gas is a low-carbon fuel, it is also possible future
carbon constraints could create additional demand for
natural gas for electric generation, direct use of natural gas
in homes and businesses, and as a reliable and relatively
low-emission back-up fuel source for alternative energy
sources. Requirements to reduce greenhouse gas
emissions from the transportation sector, such as those in
Oregon's clean fuel standard, could also result in additional
demand for natural gas fueled vehicles.
We continue to take proactive steps to collaboratively
address future greenhouse gas emission matters, including
actively participating in policy development in Oregon and,
at the federal level, within the American Gas Association.
We engage in policy development and in identifying ways to
reduce greenhouse gas emissions in our owh operations.
We also help our customers reduce and offset their gas use,
through partnership with the Energy Trust of Oregon offering
efficiency programs and the Smart Energy program, which
allows customers to voluntarily contribute funds to projects
such as biodigesters on dairy farms that offset the
greenhouse gases produced from their natural gas use.
EMPLOYEES
At December 31 , 2016, the utility workforce consisted of 611
members of the Office and Professional Employees
lnternational Union (OPEIU) Local No. 11, AFL-ClO, and
497 non-union employees. Our labor agreement with
members of OPEIU @vers wages, benefits and working
conditions. On May 22,2014, our union employees ratifled a
new labor agreement (Joint Accord) that extends to
November 30, 2019, and thereafter from year to year unless
either party serves notice of its intent to negotiate
modifications to the collective bargaining agreement.
At December 31, 2016, our non-utility subsidiaries had a
combined workforce of 15 non-union employees, of which
the majority of our employees at the Gill Ranch facility voted
to unionize as part of IBEW Local Union No. 1245. We are
currently in the process of bargaining the first contract for 8
of these employees and the ultimate outcome of such
negotiations is unknown at this time. Our subsidiaries
receive certain services from centralized operations at the
utility, and the utility is reimbursed for those services
pursuant to a Shared Services Agreement.
AD DIT I O N S TO'ruFRAS TR U CT U R E
We make capital expenditures in order to maintain and
enhance the safety and integrity of our pipelines, gate
stations, storage facilities and related assets, to expand the
reach or capacity of those assets, or improve the efficiency
of our operations. We expect to make a significant level of
capital expenditures for additions to utility and gas storage
infrastructure overthe next five years, reflecting continued
investments in customer growth, distribution system
Exhibit No. 1
J. Palfreyman, NW Natural13
improvements, technology, and an expansion at our North
Mist gas storage facility. For the five-year period ending in
2021, capital expenditures for the utility are estimated to be
between $850 and $950 million, which excludes any
potential future gas reserves investments.
lncluded in the five year period, 2017 utility capital
expenditures are estimated to be between $225 and $250
million, including $80 to $90 million for our North Mist gas
storage facility expansion, and non-utility capital
investments of less than $5 million. Additional spend for gas
storage and other investments during and after 2017 will
depend largely on additional gas storage legislation and
expansion opportunities. See additional discussion in Part ll,
Item T "Financial Condition-Cash Flows-/nvesfrng
Activities".
EXECUTIVE OFFICERS OF THE REG'SIRANT
For information concerning our executive officers, see Part
lll, ltem 10.
AVAILABLE INFORMATION
We file annual, quarterly and current reports and other
information with the Securities and Exchange Commission
(SEC). Reports, proxy statements and other information
filed by us can be read, copied and requested through the
SEC by mail at U.S. Securities and Exchange Commission,
100 F Street, N.E., Washington, D.C. 20549, or online at its
website (http://www. sec. gov). You can obtai n information
about access to the Public Reference Room and how to
access or request records by calling the SEC at 1-800-
SEC-0330. The SEC website contains reports, proxy and
information statements and other information we file
electronically. ln addition, we make available on our website
(htto://www.nwnatural.com), our annual report on Form '10-
K, quarterly reports on Form 10-Q, current reports on Form
8-K, and amendments to those reports flled or furnished
pursuant to Section 13(a) or 15(d) and proxy materials flled
under Section '14 of the Securities Exchange Act of 1934, as
amended (ExchangeAct), as soon as reasonably
practicable after we electronically file such material with, or
furnish it to, the SEC.
We have adopted a Code of Ethics for all employees and
officers that is available on our website. We intend to
disclose amendments to, and any waivers from the Code of
Ethics on our website. Our Corporate Governance
Standards, Director lndependence Standards, charters of
each of the committees of the Board of Directors and
additional information about the Company are also available
at the website. Copies of these documents may be
requested, at no cost, by writing or calling Shareholder
Services, NW Natural, One Pacific Square, 220 N.W.
Second Avenue, Portland, Oregon 97209, telephone
503-226-4211 exl. 2402.
Exhibit No. 1
J. Palfreyman, NW Natural14
16
ITEM 1A. RISK FACTORS
Our 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 the Company
or that are not currently believed by the Company to be
material may also harm the Company's business, financial
condition, and results of operations. When considering any
investment in our securities, investors should carefully
consider the following information, as well as information
contained in the caption "Forward-Looking Statements",
Item 7A, and other documents we file 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 business segments does not mean that such risk
factor is inapplicable to our other business segments.
Risks Related to our Business Generallv
REGULATORY RISK. Regulation of our busrnesses, including
changes in the regulatory environment, failure of regulatory
authorities to approve rates which provide for timely
recovery of our costs and an adequate return on invested
capital, or an unfavorable outcome in regulatory
proceedings may adversely impact our financial condition
and results of operations.
The OPUC and WUTC have general regulatory authori$
over our utility business in Oregon and Washington,
respectively, including the rates charged to customers,
authorized rates of return on rate base, including ROE, the
amounts and types of securities we may issue, services we
provide and the manner in which we provide them, the
nature of investments we make, actions investors may take
with respect to our company, and deferral and recovery of
various expenses, including, but not limited to, pipeline
replacement, environmental remediation costs, commodity
hedging expense, transactions with affiliated interests,
weather adjustment mechanisms and other matters.
Similarly, in our gas storage businesses FERC has
regulatory authority over interstate storage services, the
CPUC has regulatory authority over our Gill Ranch storage
operations, and the WUTC and OPUC have regulatory
authority over our Mist storage operations.
The prices the OPUC and WUTC allow us to charge for
retail 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 our financial position, results of operations
and liquidity. The OPUC and WUTC have the authority to
disallow recovery of costs they find imprudently incurred or
otherwise disallowed. Additionally, the rates allowed by the
FERC may be insufficient for recovery of costs incurred. We
expect to continue to make expenditures to expand,
improve and operate our utility distribution and gas storage
systems. Regulators can find such expansions or
improvements of expenditures were not prudently incurred,
and deny recovery. Additionally, while the OPUC and WUTC
have established an authorized rate of return for our utility
through the ratemaking process, the regulatory process
does not provide assurance that we will be able to achleve
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
increased costs or to allow an adequate return could
adversely impact our financial condition and results of
operations.
As a regulated utility, we frequently have dockets open wlth
our regulators. 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 deferred proceedings or the effects of those
outcomes on our results of operations and financial
condition.
ENVIRONMENTAL LIABILITY RISK. Cerfam of our propefties
and facilities may pose environmental risks requiring
remediation, fhe cosfs of which are difficult to estimate and
which could adversely affect our financial condition, results
of operations, and cash flows.
We own, or previously owned, properties that require
environmental remediation or other action. We accrue all
material loss contingencies relating to these properties. A
regulatory asset at the utility has been recorded for
estimated costs pursuant to a Deferral Order from the
OPUC and WUTC. ln addition to maintaining regulatory
deferrals, we settled with most of our historical liability
insurers for only a portion of the costs we have incurred to
date and expect to incur in the future. To the extent amounts
we recovered from insurance are inadequate or we are
unable to recover these deferred costs in utility customer
rates, we would be required to reduce our regulatory assets
which would result in a charge to current year earnings. ln
addition, in our most recent Oregon general rate case, the
OPUC approved the SRRM, which limits recovery of our
deferred amounts to those amounts which satisfy an annual
prudence review and a recently adopted earnings test that
requires the Company to contribute additional amounts
toward environmental remediation costs above
approximately $'10 million in years in which the Company
earns above its authorized Return on Equity (ROE). To the
extent the Company earns more than its authorized ROE in
a year, the Company would be required to cover
environmental expenses greater than the $10 million with
those earnings that exceed its authorized ROE. ln addition,
the OPUC ordered a review of the SRRM in 2018 or when
we obtain greater certainty of environmental costs,
whichever occurs first. These ongoing prudence reviews,
the earnings test, or the three-year review could reduce the
amounts we are allowed to recover, and could adversely
affect our 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 we should bear. We cannot predict with
certainty the amount or timing of future expenditures related
Exhibit No. 1
J. Palfreyman, NW Natural
17
15
to environmental investigation, remediation or other action,
the portions of these costs allocable to us, or disputes or
litigation arising in relation thereto. Our liability estimates are
based on current remediation technology, industry
experience gained at similar sites, an assessment of our
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 of our 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 our financial condition, results of operations
and cash flows.
ENVIRONMENTAL REGULATION COMPLIANCE RISK. WE ATC
subject to environmental regulations for our ongoing
operations, compliance with which could adversely affect
our operations or financial resu/fs.
We 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, we are subject to reporting requirements to
the Environmental Protection Agency and the Oregon
Department of Environmental Quality regarding greenhouse
gas emissions. Similarly, we are also subject to the
Washington Department of Ecology Clean Air rule, which
caps the maximum GHGs an entity may emit without
reduction efforts or offset credit purchases. 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. lf these costs are not recoverable, they
could have an adverse effect on our financial condition and
results of operations, particularly if those costs are not fully
recoverable from insurance or through utility customer rates.
GLOBAL CLIMATE CHANGE RISK. Future legislation to
address global climate change may expose us to regulatory
and financial risk. Additionally, our busrness may be subject
to physical nsks assocr,afed with climate change, all of which
could adversely affect our financial condition, results of
operations and cash flows.
There are a number of international, federal and state
legislative and regulatory initiatives being proposed and
adopted in an attempt to measure, control or limit the effects
of global warming and overall climate change, including
greenhouse gas emlssions such as carbon dioxide and
methane. Such current or future legislation or regulation
could impose on us operational requirements, additional
charges to fund energy efficiency initiatives, or levy a tax
based on carbon content. Such initiatives could result in us
incurring additional costs to comply with the imposed
restrictions, provide a cost 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 may impact cultural perception of our
service or products negatively, diminishing the value of our
brand, all of which could adversely affect our business
practices, financial condition and results of operations.
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 beyond that
assumed in our PGA and affecting our ability to procure gas
to meet our 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.
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 our financial condition,
results of operations, and cash flows.
STRATEGIC TRANSACTION RISK. Our ability to successfully
com p I ete strateg ic tran sacti on s, i n cl u di n g m erg er,
acquisition, divestiture, joint venture, busrness development
projects or other strategic transactions is subT'ecf to
significant risks, including the isk that required regulatory or
governmental approvals may not be obtained, risks relating
to unknown or undisclosed problems or liabilities, and the
isk that for these or other reasong we may be unable to
achieve some or all of the benefits that we anticipate from
such transactions.
From time to time, we have pursued and may continue to
pursue strategic transactions including merger, acquisition,
divestiture, joint venture, business development projects or
other strategic transactions. Any such transactions involve
substantial risks, including the following:
acquired businesses or assets may not produce
revenues, earnings or cash flow at anticipated
levels;
acquired businesses or assets could have
environmental, permitting or other problems for
which contractual protections prove i nadequate;
we may assume liabilities which 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, such approvals may be granted
subject to terms that are unacceptable to us, or we
may be unable to achieve anticipated regulatory
Exhibit No. 1
J. Palfreyman, NW Natural16
18
treatment of any such transaction, or such benefits
may be delayed or not occur at all.
BUSINESS DEVELOPMENT RISK. Our busrness development
projects may encounter unanticipated obstac/es, cosfg
changes or delays that could result in a proiect becoming
impaired, which could negatively impact our financial
condition, resu/fs 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, the early planning and
development stages for a regional pipeline in Oregon, and
an expansion of our gas storage facility at Mist. We may
also engage in other business development projects such
as investment in additional long-term gas reserves or CNG
refueling stations. 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 startup and construction delays,
construction cost overruns, inabili$ to negotiate acceptable
agreements such as rights-of-way, easements, construction,
gas supply or other material contracts, changes in customer
demand 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 interest rates or within a
scheduled time frame necessary for completing the project.
One or more of these events could result in the project
becoming impaired, and such impairment could have an
adverse effect on our financial condition and results of
operations.
JoINT PARTNER RISK. lnvestingin bustness development
projects through partnerships, ioint ventures or other
busrness anangements affects our ability to manage certain
risks and could adversely impact our financial condition,
resu/fs of operations and cash flows.
We use joint ventures and other business arrangements to
manage and diversify the risks of certain utility and non-
utility development projects, including our Trail West
pipeline, Gill Ranch storage and our gas reserves
agreements. We may acquire or develop part-ownership
interests in other similar projects in the future. 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 afiect our costs and liabilities. ln
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, our gas reserves arrangements, which
operate as a hedge backed by physical gas supplies,
involve a number of risks. These risks include gas
production that is significantly less than the expected
volumes, or no gas volumes; operating costs that are higher
than expected; changes in our consolidated tax position or
tax laws that could affect our ability to take, or timing of,
certain tax benefits that impact the financial outcome of this
transaction; inherent risks of gas production, including
disruption to operations or complete shut-in of the field; and
a participant in one of these business arrangements acting
contrary to our interests. ln addition, while the cost of the
original gas reserves venture is currently included in
customer rates, the occurrence of one or more of these
risks, could affect our ability to recover this hedge in rates.
Furthe( any new gas reserves arrangements have not been
approved for inclusion in rates, and our regulators may
ultimately determine to not include all or a portion of future
transactions in rates. The realization of any of these
situations could adversely impact the project as well as our
financial condition, results of operations and cash flows.
OPERATING RISK. Iranspofting and storing natural gas
involves numerous risks that may result in accidents and
other operating risks and cosfs, some or all of which may
not be fully covered by insurance, and which could
adversely affect our financial condition. resu/fs of operations
and cash flows.
Our operations are subject to all of the risks and hazards
inherent in the businesses of local gas distribution and
storage, including:. earthquakes, floods, storms, landslides and other
adverse weather conditions and hazards;. leaks or other losses of natural gas or other chemicals
or compounds as a result of the malfunction of
equipment or facilities;. damages from third parties, including construction, farm
and utility equipment or other surface users;. operator errors;. negative performance by our storage reservoirs 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 distribution and storage facilities;. collapse of underground storage caverns;. 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 the gas storage
facilities and/or wells.
These risks could result in 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 our 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. Additionally, we may not be able to
obtain the level or types of insurance we desire, and the
insurance coverage we do obtain may contain large
Exhibit No. 1
J. Palfreyman, NW Natural
19
17
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 our financial
condition, results of operations and cash flows.
BUSINESS CONTINUITY RISK. We may be adversely
impacted by local or national dlsasfers, pandemic t7lness,
terrorist activities, including cyber-attacks or data breaches,
and other extreme events to which we may not be able to
promptly respond.
Local or national disasters, pandemic illness, terrorist
activities, including cyber-attacks and data breaches, and
other extreme events are a threat to our assets and
operations. Companies in our industry may face a
heightened risk due to exposure to acts of terrorism,
including physical and security breaches of our information
technology infrastructure in the form of cyber-attacks.
These attacks could target or impact our technology or
mechanical systems that operate our natural gas
distribution, transmission or storage facilities and result in a
disruption in our operations, damage to our system and
inability to meet customer requirements. ln addition, the
threat of terrorist activities could lead to increased economic
instability and volatility in the price of natural gas that could
affect our operations. Threatened or actual national
disasters or terrorist activities may also disrupt capital
markets and our ability to raise capital, or impact our
suppliers or our customers directly. Local disaster or
pandemic illness could result in 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 operations and earnings. We may not be able to
obtain sufficient insurance to cover all risks associated with
local and national disasters, pandemic illness, terrorist
activities and other events. Additionally, large scale natural
disasters or terrorist attacks could destabilize the insurance
industry making insurance we do have unavailable, which
could increase the risk that an event could adversely affect
our operations or financial results.
HOLDING COMPANY RISK. /f we were to reorganize as a
holding company, we would likely depend on our operating
subsrdrarles to meet financial obligations.
We are pursuing regulatory approval for a reorganization
into a holding mmpany structure. lf we receive regulatory,
Board and shareholder approval and we were to choose to
proceed with a holding company structure, Company
common stock would be converted or exchanged into
shares of a holding company with no signiflcant assets other
than the stock of its operating subsidiaries, including NW
Natural. Generally, a holding company's ability to pay
dividends to shareholders would be dependent on the ability
of its subsidiaries to generate sufficient net income and
cash flows to service their obligations and pay upstream
dividends. The ability of the holding company's subsidiaries
to pay upstream dividends and make other distributions
would be subject to applicable state law and regulatory
restrictions.
EMPLOYEE BENEFIT RISK. Ihe cost of providing pension
and postretirement healthcare benefits is subject to changes
in pension assefs and liabilities, changing employee
demographics and changing actuarial assumptions, which
may have an adverse effect on our financial condition,
resu/fs of operations and cash flows.
Until we closed the pension plans to new hires, which for
non-union employees was in 2006 and for union employees
was in 2009, we provided pension plans and postretirement
healthcare benefits to eligible full{ime utility employees and
retirees. Most of our current utility employees were hired
prior to these dates, and therefore remain eligible for these
plans. Our cost of providing such benefits is subject to
changes in the market value of our 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
expense 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 our
pension fund assets and liabilities. ln these circumstances,
we may be required to recognize increased contributions
and pension expense earlier than we 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 our financial condition, results of
operations and cash flows.
WORKFORCE RISK. OurDuslness is heavily dependent on
being able to aftract and retain qualified employees and
maintain a competitive cost structure with market-based
sa/aries and employee benefits, and workforce disruptions
could adversely affect our operations and results.
Our 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 gap. Wthout
an appropriately skilled workforce, our ability to provide
quality service and meet our regulatory requlrements will be
challenged and this could negatively impact our earnings.
Additionally, within our utility segment, a majority of our
workers are represented by the OPEIU Local No.11 AFL-
ClO, and are covered by a collective bargaining agreement
that extends to November 30, 2019. \Mthin our gas storage
segment, approximately 8 employees at our Gill Ranch
Storage Facility elected to be represented by IBEW Local
Union No. 1245, and are currently in the process of
negotiating the first collective bargaining agreement for that
employee group. Disputes with unions representing our
employees over terms and conditions of their respective
agreements 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
gas storage facilities, which could strain relationships with
Exhibit No. 1
J. Palfreyman, NW Natural
20
18
customers and state regulators and cause a loss of
revenues. Our collective bargaining agreements may also
limit our flexibility in dealing with our workforce, and our
ability to change work rules and practices and implement
other efficiency-related im provements to successful ly
compete in today's challenging marketplace, which may
negatively affect our financial condition and results of
operations.
LEGISLATIVE, COMPLIANCE AND TAXING AUTHORIW RISK.
We 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 our financial condition and
resu/fs of operations.
We 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 certiflcates 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 result of the 2016 United States
Presidential election has or will result in leadership change
in many federal administrative agencies. Though we cannot
predict the changes in laws, regulations, or enforcement
that are likely as a result of these transitions, we expect
there to be a number of signiflcant 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 up to $1 million per day for each violation. ln
addition, as the regulatory environment for our industry
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
our operating environment and results of operations.
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, 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 our
financial condition and results of operations.
SAFEW REGULATION RISK. We may experience increased
federal, state and local regulation of the safety of our
systems and operations, which could adversely affect our
operating cosfs and financial resu/fs.
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 system and storage operations to ensure that
natural gas 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 lnfrastructure of
Pipelines and Enhancing Safety Act (PIPES Act) was signed
into law increasing regulations for natural gas storage
pipelines and underground storage facilities. Similarly, in
2016 California passed legislation directing the Department
of Oil, Gas and Geothermal Resources to develop
regulations affecting gas storage operations.
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. lf these costs are not recoverable
in our customer rates, they could have a negative impact on
our operating costs and financial results.
HEDGING RlsK. Ourflsk management policies and hedging
activities cannot eliminate the risk of commodity price
movements and other financial market isks, and our
hedging activities may expose us to additional liabilities for
which rate recovery may be disallowed, which could result
in an adverse impact on our operating revenues, cosfs,
derivative assefs and /labilities and operating cash flows.
Our gas purchasing requirements expose us to risks of
commodity price movements, while our use of debt and
equity flnancing exposes us to interest rate, liquidity and
other financial market risks. ln our Utility segment, we
attempt to manage these exposures with both financial and
physical hedging mechanisms, including our gas reserves
transactions which are hedges backed by physical gas
supplies. While we have risk management procedures for
hedging in place, they may not always work as planned and
cannot entirely eliminate the risks associated with hedging.
Additionally, our hedging activities may cause us to incur
additional expenses to obtain the hedge. We do not hedge
our 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 the PGA mechanism or are
recovered in future general rate cases. However, the hedge
transactions we enter into for the utility 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 our financial condition and results of operations.
ln addition, our actual business requirements and available
resources may vary from forecasts, which are used as the
basis for our hedging decisions, and could cause our
exposure to be more or less than we anticipated. Moreover,
if our derivative instruments and hedging transactions do
Exhibit No. I
J. Palfreyman, NW Natural
21
19
not qualify for regulatory deferral and we do not elect hedge
accounting treatment under generally accepted accounting
standards, our results of operations and financial condition
could be adversely affected.
We also have credit-related exposure to derivative
counterparties. Counterparties owing us money or physical
natural gas commodities could breach their obligations.
Should the counterparties to these arrangements fail to
perform, we may be forced to enter into alternative
arrangements to meet our normal business requirements. In
that event, our financial results could be adversely affected.
Additionally, under most of our hedging arrangements, any
downgrade of our senior unsecured long{erm debt credit
rating could allow our counterparties to require us to post
cash, a letter of credit or other form of collateral, which
would expose us to additional costs and may trigger
significant increases in borrowing from our credit facilities if
the credit rating downgrade is below investment grade.
Further, based on current interpretations, we are not
considered a "swap dealer" or "major swap participant" in
2016, so we are exempt from certain requirements under
the Dodd-Frank Act. lf we are unable to claim this
exemption, we could be subject to higher costs for our
derivatives activities.
INABILITY TO ACCESS CAPITAL MARKET RISK. Our inability
fo access capital, or significant increases in the cost of
capital, could adversely affect our financial condition and
resu/fs of operations.
Our ability to obtain adequate and cost effective short-term
and long-term financing depends on maintaining investment
grade credit ratings as well as the existence of liquid and
stable financial markets. Our businesses rely on access to
capital markets, including commercial paper, bond and
equity markets, to finance our 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 short-
term 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 our access to capital and
negatively impact our ability to run our business and make
strategic investments.
A negative change in our current credit ratings, particularly
below investment grade, could adversely affect our cost of
borrowing and access to sources of liquidity and capital.
Such a downgrade could further limit our access to
borrowing under available credit lines. Additionally,
downgrades in our current credit ratings below investment
grade could cause additional delays in accessing the capital
markets by the utility while we seek supplemental state
regulatory approval, which could hamper our abili$ to
access credit markets on a timely basis. A credit downgrade
could also require additional support in the form of letters of
credit, cash or other forms of collateral and otherwise
adversely affect our flnancial condition and results of
operations.
REPUTATIONAL RISKS. Customers', legisl ators', and
regulators' opinions of us are affected by many factors,
including system 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 us, our
financial positions, results of operations and cash flows
could be adversely affected.
A number of factors can affect customer satisfaction
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; and 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
prollferation of social media, which may include information,
whether factual or not, that damages our brand and
reputation.
lf customers, legislators, or regulators have or develop a
negative opinion of us and our utility services, this could
result in increased regulatory oversight and could affect the
returns on common equity we are allowed to earn.
Additionally, negative opinions about us 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. Any ofthese consequences could adversely affect
our financial position, results of operations and cash flows.
Risks Related Primarilv to Our Local Utilitv Business
REGULATORYACCOUNTING RISK. /n the future, we may no
longer meet the criteria for continued application of
regulatory accounting practices for all or a porlion of our
regulated operations.
lf we could 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. Highernatural gas commodity prices and
volatility in the price of gas may adversely affect our 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. ln our utility segment, the cost we pay for
natural gas is generally passed through to our customers
through an annual PGA rate adjustment. lf gas prices were
to increase significantly, it would raise the cost of energy to
Exhibit No. 1
J. Palfreyman, NW Natural
22
20
our utility customers, potentially causing those customers to
conserye or switch to alternate sources of energy.
Significant price increases could also cause new home
builders and commercial developers to select alternative
energy sourc€s. Decreases in the volume of gas we sell
could reduce our earnings, and a decline in customers could
slow growth In our future earnings. Additionally, because a
portion of any 10Yo or 20% 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 our operating cash
flows, liquidity and results of operations. Additionally,
notwithstanding our current rate structure, higher gas costs
could result in increased pressure on the OPUC or the
WUTC to seek other means to reduce rates, which also
could adversely affect our results of operations and cash
flows.
Higher gas prices may also cause us to experience an
increase in short-term debt and temporarily reduce liquidity
because we pay suppliers for gas when it is purchased,
which can be in advance of when these costs are recovered
through rates. Signiflcant increases in the price of gas can
also slow our 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.
CUSTOMER GROWTH R\SK. Our utility margin, eamings and
cash flow may be negatively affected if we are unable to
susfarn customer growth rates in our local gas distribution
segment.
Our utility margins and earnings growth have largely
depended upon the sustained growth of our 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 construction has resumed, it has
not returned to the pre-recession pace and has been heavily
multi-family, which is a segment that has historically used
natural gas less frequently. lnsufficient growth in these
markets, for economic, political or other reasons could result
in an adverse long-term impact on our utility margin,
earnings and cash flows.
RISK oF GOMPETIT|ON. Our gas distibution busrness ls
subject to increased competition which could negatively
affect our results of operations.
ln the residential and commercial markets, our gas
distribution business competes primarily with suppliers of
electricity, fuel oil, and propane. ln the industrial market, we
compete 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 our competitive advantage. lf 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 our 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 results of operations.
RELIANCE ON THIRD PARTIES TO SUPPLY NATUR,AL GAS
RISK. We rely on third pafties to supply the natural gas in
our distribution segment, and limitations on our ability to
obtain supplies, or failure to receive expected supplies for
which we have contracted, could have an adverse impact
on our financial results.
Our ability to secure natural gas for current and future sales
depends upon our ability to purchase and receive delivery of
supplies of natural gas from third parties. We, and in some
cases, our suppliers of natural gas do 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 we rely may fail to deliver
gas for which we have contracted. lf we are unable to
obtain, or are llmited in our ability to obtain, natural gas from
our current suppliers or new sources, we may not be able to
meet our customers' gas requirements and would likely
incur costs associated with actions necessary to mitigate
services disruptions, both of which could significantly and
negatively impact our results of operations.
SINGLE TRANSPORTATION PIPEL|NE R|SK. We rely on a
single pipeline company for the transportation of gas to our
service tenitory, a disruption of which could adversely
impact our ability to meet our customers'gas requirements.
Our 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. lf there
is a rupture or inadequate capacity in the pipeline, we may
not be able to meet our 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 our results of
operations.
WEATHER RISK. Warmer than average weather may have a
negative impact on our revenues and results of operations.
We are exposed to weather risk primarily in our utility
segment. A majority of our volume is driven by gas sales to
space heating residential and commercial customers during
the winter heating season. Current utility 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 our
weather normalization mechanism, weather variations from
normal could adversely affect utility margin because we may
be required to purchase more or less gas at spot rates,
Erhibit No. I
J. Palfreyman, NW Natural21
23
which may be higher or lower than the rates assumed in our
PGA. Also, a portion of our Oregon residential and
commercial customers (usually less than 10%) have opted
out of the weather normalization mechanism, and 11Yo of
our customers are located in Washington where we do not
have a weather normalization mechanism. These effects
could have an adverse effect on our financial condition,
results of operations and cash flows.
CUSTOMER CONSERVATION RISK. Customers' conservation
effofts may have a negative impact on our 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 our sales of natural gas and
adversely affect our results of operations because revenues
are collected mostly through volumetric rates, based on the
amount of gas sold. ln Oregon, we have a conservation
tariff which is designed to recover lost utility margin due to
declines in residential and small commercial customers'
consumption. However, we do not have a conservation tariff
in Washington that provides us this margin protection on
sales to customers in that state.
RELIANCE ON TECHNOLOGY RISK. Our efforts to integrate,
consolidate and streamline our operations have resulted in
increased reliance on technology, the failure or security
breach of which could adversely affect our financial
condition and results of operations.
Over the last several years we have undertaken a variety of
initiatlves to integrate, standardize, centralize and
streamline our operations. These efforts have resulted in
greater reliance on technological tools such as: an
enterprise resource planning system, an automated
dispatch system, an automated meter reading system, a
customer information system, a web-based ordering and
tracking system, and other similar technological tools and
initiatives. The failure of any of these or other similarly
important technologies, or our inability to have these
technologies supported, updated, expanded or integrated
into other technologies, could adversely impact our
operations. We take precautions to protect our systems, but
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. Our utility could experience
breaches of security pertaining to sensitive customer,
employee and vendor information maintained by the utility in
the normal course of business which could adversely affect
the utility's 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 our financial condition and results of
operations.
Furthermore, we rely on information technology systems in
our operations of our distribution and storage operations.
There are various risks associated with these systems,
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. ln particular, cyber security attacks,
terrorism or other malicious acts could damage, destroy or
disrupt all of our business systems. Any failure of
information technology systems could result in a loss of
operating revenues, an increase in operating expenses and
costs to repair or replace damaged assets. 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.
Risks Related Prima to Our Gas Storaqe
Businesses
LONG.TERM LOW OR STABILIZATION OF GAS PRICE RISK.
Any significant stabilization of natural gas prices or long-
term low gas prlces could have a negative impact on the
demand for our natural gas storage serviceg which could
adversely affect our flnancial results.
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. lf 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 the 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 our financial condition, results of
operations and cash flows.
NATURAL GAS STORAGE COMPETITION RISK. lncreasing
competition in the natural gas storage business could
reduce the demand for our storage seryices and drive prices
down for storage, which could adversely affect our financial
condition, resu/fs of operations and cash flows.
Our natural gas storage segment competes 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 United States and
Canada. lncreased 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 our financial condition, results of operations and cash
flows.
IMPAIRMENT OF LONG-LIVED ASSETS RISK. /f sforage
pricing does not improve, or higher value customers are not
obtained, our Gill Ranch storage asset may be impaired,
which could have a material effect on our financial condition,
or results of operations.
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. The
Exhibit No. 1
J. Palfreyman, NW Natural22
24
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 associated with the asset, storage pricing, the ability
to contract with higher value customers, and the future
market and price for gas storage over the remaining life of
the asset. Sustained low gas storage prices, the fallure to
contract with higher value customers, or operating costs that
are above revenues from the facility could result in an
impairment of the carrying value of our Gill Ranch storage
facility, which was $196.9 million at December 31,
2016. Similarly, if we were to determine to sell the Gill
Ranch storage facility, such determination may result in an
impairment of the carrying value of the facility. Any
impairment charge taken by the Company with respect to its
long-lived assets, including Gill Ranch, could be material
and could have a material effect on the Company's flnancial
condition and results of operations.
THIRD-PARTY PIPELINE RISK. Our gas storage bustnesses
depend on third-party pipelines that connect our storage
facilities to interstate pipetines, the failure or unavailability of
which could adversely affect our financial condition, resu//s
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. lf 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 our financial condition, results of operations and cash
flows.
ITEM 18. UNRESOLVED STAFF COTVIMENTS
We have no unresolved comments.
ITEM 2. PROPERTIES
Utilitv Properties
Our natural gas pipeline system consists of approximately
14,000 miles of distribution and transmission mains located
in our service territory in Oregon and Washington. ln
addition, the pipeline system includes service pipelines,
meters and regulators, and gas regulating and metering
stations. 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. We also hold permits for the crossing of numerous
navigable wateruays and smaller tributaries throughout our
entire service territory.
We own service building facilities in Portland, as well as
various satellite service centers, garages, warehouses, and
other buildings ne@ssary and useful in the conduct of our
business. We also lease office space in Portland for our
corporate headquarters, which expires on May 31,2020.
Resource centers are maintained on owned or leased
premises at convenient points in the distribution system to
provide service within our utility service territory. We also
own LNG storage facilities in Portland and near Newport,
Oregon.
Gas Storaqe Properties
We hold leases and other property interests in
approximately 12,OO0 net acres of underground natural gas
storage in Oregon and approximately 5,000 net acres of
underground natural gas storage in California, and
easements and other property interests related to pipelines
associated with those facilities. We own rights to depleted
gas reservoirs near Mist, Oregon, that are continuing to be
developed and operated as underground gas storage
facilities. We also hold an option to purchase future storage
rights in certain other areas of the Mist gas fleld in Oregon,
as well as in California related to the Gill Ranch storage
facility.
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.
Our Mortgage and Deed of Trust (Mortgage) is a first
mortgage lien on substantially all of the property constituting
our utility plant.
ITEIVI 3. LEGAL PROCEEDINGS
Other than the proceedings disclosed in Note 15, we have
only nonmaterial litigation in the ordinary course of
business.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable
Exhibit No. 1
J. Palfreyman, NW Natural23
25
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is listed and trades on the New York Stock Exchange under the symbol NWN. The high and low trades for
our common stock during the past two years were as follows:
2016 2015
Quarter Ended High Low High Low
March 31 $ 54.51 $ 48.90 $ 52.25 $
June 30 64.84 49.46 49.77
September 30 66.17 57.96 46.74
December 31 61.85 53.50 51.85
The closing price for our common stock on December 31, 2016 and 2015 was $59.80 and $50.61 , respectively
As of February 17, 2017, there were 5,459 holders of record of our common stock.
Dividends per share paid during the past two years were as follows:
Payment Month 2016
43.35
41.32
42.00
45.03
2015
February
May
August
November
Total per share
Period
$0.4675 $
0.4675
0.4675
0.4700
0.4650
0.4650
0.4650
0.4675
$1.8725 $1.8625
The declaration and amount of future dividends depend upon our earnings, cash flows, financial condition, and other factors.
The amount and timing of dividends payable on our common stock are within the sole discretion of our Board of Directors.
Subject to Board approval, we expect to continue paying cash dividends on our common stock on a quarterly basis.
The following table provides information about purchases of our equity securities that are registered pursuant to Section 12 of
the Securities Exchange Act of 1934 during the quarter ended December 31 , 2016:
lssuer Purchases of Eouity Securities
Total Number __. Average
of Shares Purchased(t) Price Paid p6r Share
Total Number of Shares
Purchased as Part of
Publiclv Announced
Plans or Programs(2)
Maximum Dollar Value of
Shares that May Yet Be
Purchased Under the
Plans or Programs(2)
Balance forward
10101t16-10t31t16
11t01t16-11t30t16
12t01t16-12t31t16
Total
2,124,528 $16,732,648
1,264 $
17,313
'1,076
58.31
56.66
60.33
56.97 2,124,528 $16,732,648
(1)
(2)
During the quarter ended December 3 1 , 201 6, 1 8,352 shares of our common stock were purchased on the open market to meet the
requirements of our Dividend Reinvestment and Direct Stock Purchase Plan. ln addition, 1,301 shares of our common stock were
purchased on the open market to meet the requirements of our share-based programs. During the quarter ended December 31, 2016, no
shares of our common stock were accepted as payment for stock option exercises pursuant to our Restated Stock Option Plan.
We have a common stock share repurchase program under which we purchase shares on the open market or through privately negotiated
transactions. We currently have Board authorization through May 31, 2017 lo repurchase up to an aggregate of 2.8 million shares or up to
an aggregate of $100 million. During the quarter ended December 31,2016, no shares of our common stock were repurchased pursuant to
this program. Since the program's inception in 2000, we have repurchased approximately 2.1 million shares of common stock at a total cost
of approximately $83.3 million.
Exhibit No. 1
J. Palfreyman, NW Natural
26
24
19,653
ITEIVI6. SELECTED FINANCIAL DATA
For the year ended December 31,
ln thousands, except share data 2016 2015 2014 2013 2012
Operating revenues
Net income
Earnings per share of common stock:
Basic
Diluted
Dividends paid per share of common stock
Total assets, end of period
Total equity
Long-term debt
2.13 $
2.12
1.87
2.16 $
2.16
1.85
$675,967 $
58,895
3,079,801 $
850,497
679,334
723,791 $
53,703
1.96 $
1.96
1.86
3,069,410 $
780,972
569,445
754,037 $
58,692
3,056,326 $
767,321
613,095
7sB,51B $
60,538
2.24 $
2.24
1.83
2,960,808 $
751,872
67',t,643
730,607
58,779
2.19
2.18
1.79
2,802,046
729,627
680,626
$
$
Exhibit No. 1
J. Palfreyman, NW Natural25
27
ITEIU 7. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following is management's assessment of Northwest
Natural Gas Company's (NW Natural or the Company)
financial condition, including the principal factors that affect
results of operations. The discussion refers to our
consolidated results for the years ended December 3'1 ,
2016,2015, and 2014. References in this discussion to
"Notes" are to the Notes to Consolidated Financial
Statements in ltem 8 of this report.
The consolidated financial statements include NW Natural
and its direct and indirect wholly-owned subsidiaries
including:. NW Natural Energy, LLC (NWN Energy);. NW Natural Gas Storage, LLC (NWN Gas Storage);. Gill Ranch Storage, LLC (Gill Ranch);. NNG Financial Corporation (NNG Financial);. Northwest Energy Corporation (Energy Corp); and. NWN Gas Reserves LLC (NWN Gas Reserves).
We operate in two primary reportable business segments.
local gas distribution and gas storage. We also have other
investments and business activities not specifically related
to one of these two reporting segments, which we
aggregate and report as other. We refer to our local gas
distribution business as the utility, and our gas storage
segment and other as non-utility. Our utility segment
includes our NW Natural local gas distribution business,
NWN Gas Reserves, which is a wholly-owned subsidiary of
Energy Corp, and the utility portion of our Mist underground
storage facility in Oregon (Mist). Our gas storage segment
includes NWN Gas Storage, which is a wholly-owned
subsidiary of NWN Energy, Gill Ranch, which is a wholly-
owned subsidiary of NWN Gas Storage, the non-utility
portion of Mist, and asset management services. Other
includes 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, TrailWest Pipeline, LLC (TWP), and NNG
Financial's equity investment in Kelso-Beaver Pipeline (KB
Pipeline). For a further discussion of our business segments
and other, see Note 4.
ln addition to presenting the results of operations and
earnings amounts in total, certain flnancial measures are
expressed in cents per share or exclude the after-tax
regulatory disallowances related to the OPUC's 2015 and
2016 environmental orders, which are non-GAAP financial
measures. We present net income and earnings per share
(EPS) excluding the regulatory disallowances along with the
U.S. GAAP measures to illustrate the magnitude of these
disallowances on ongoing business and operational results.
Although the excluded amounts are properly included in the
determination of net income and earnings per share under
U.S. GAAP, we believe the amount and nature of such
disallowances make period to period comparisons of
operations difficult or potentially confusing. Financial
measures are expressed in cents per share as these
amounts reflect factors that directly impact earnings,
including income taxes. All references in this section to EPS
are on the basis of diluted shares (see Note 3). 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.
Exhibit No. 1
J. Palfreyman, NW Natural26
28
EXECUTIVE SUMMARY
We manage our business and strategic initiatives with a
long-term view of providing natural gas service safely and
reliably to customers, working with regulators on key policy
initiatives, and remaining focused on growing our business.
See "2017 Outlook" below for more information. Highlights
for the year include:. added over 10,700 customers during the past twelve
months for a growth rate of 1.5o/o at December 31,
2016;. invested $140 million in our distribution system and
facilities for growth and reliability, as well as for our
North Mist gas storage expansion project;. received approval to begin construction of our $128
million North Mist gas storage expansion project with a
target in-service date of the winter of 2018-'l 9;
Key financial highlights include:
ln millions, except per share data
continued our legacy of excellent customer service with
the highest residential customer satisfaction score
among large utilities in the West and the second
highest residential score in the nation in the 2016 J.D.
Power Gas Utility Customer Satisfaction study;
ranked first in the West and posted the second highest
score in the nation in the 2016 J.D. Powers' Gas Utility
Business Customer Satisfaction Study;
reduced residential customer rates to the lowest level in
15 years with a rate reduction effective November 1,
2016, as well as a credit of $19.4 million to customers
in June 2016; and
delivered increasing dividends for the 61"t consecutive
year.
201 6 201 5 2014
Amount Per Share Amount Per Share Amount Per Share
Consolidated net income
Adjustments:
R_egulatory env1rory1g1tq!dls_a|Iowance, net of taxes (fr1
$5.9, and $0.0 for 2016, 2015, and 2014 respectively)
Adjusted consolidated net income(r) $ 60.9 $ 2.19 $ 62.8 $ 2.29 $ 58.7 $ 2.16
Utility margin $ 376.6 $ 371.4 $ 366.1
Gas storage operating revenues 25.3 21.4 22.2
ROE 7.2o/o 6.9% 7.7o/o
Adjusted RgEtr) 7.5Yo 8.1o/o 7.7o/o(t) Regulatory environmental disallowance of $3.3 million in 2016 includes $2.8 million recorded in utility other income (expense), net and $0.5
million recorded in utility operations and maintenance expense. Regulatory environmental disallowance of $15.0 million in 2015 is recorded
in utility operations and maintenance expense. Adjusted consolidated net income and EPS and adjusted ROE are non-GAAP financial
measures based on the after-tax disallowance using the combined federal and state statutory tax rate of 39.5%. EPS is calculated using 27.8
million, 27.4 million, and 27.2million diluted shares forthe years ended December 31, 2016, 2015, and 2014, respectively.
$ 58.9 $ 2.12 $ 53.7 $ 1.96 $ 58.7 $ 2.16
.3,
2016 COMPARED TO 2015. Overall, consolidated net income
increased $5.2 million. The increase was primarily due to
the $9.1 million after-tax charge from 2015 and a $2.0
million after-tax charge in 2016 related to the regulatory
disallowances associated with a February 2015 OPUC
Order and subsequent Order in our SRRM docket. See
additional disclosure in the table above.
Excluding the impact of the non-cash charges from the
SRRM docket in 2015 and 20'16, adjusted consolidated net
income decreased $1.9 million primarily due to the following
factors:. a $7.0 million increase in operating and maintenance
expense primarily due to cost savings initiatives that
were implemented in the second half of 2015 that did
not recur in 20'16, and. a $5.5 million decrease in other income (expense), net
primarily related to the recognition of $5.3 million of
equity earnings on deferred regulatory asset balances
as a result of the 2015 OPUC Order; partially offset by. a $5.2 million increase in utili$ margin primarily due to
customer growth and gains from gas cost incentive
sharing; and. a $3.9 million increase in gas storage revenues largely
due to higher revenues from our asset management
2.0 0.07 9.1 0.33
agreements at both storage facilities and slightly higher
contract values at our Gill Ranch facility for the 2016-17
gas year.
2015 CoMPARED TO 2014. Overall, consolidated net income
decreased $5.0 million primarily due to the $9.1 million
after-tax charge related to the February 2015 OPUC Order
previously discussed. Excluding the impact of this Order,
adjusted consolidated net income increased $4.1 million
primarily due to the following factors.. a $5.3 million increase in utility margin primarlly due to
customer growth and gas cost sharing, partially offset
by the effects of warmer weather; and. a $5.8 million increase in other income (expense), net
related to the recognition of equity earnings on deferred
regulatory asset balances as a result of the OPUC
SRRM Order; partially offset by. a $5.5 million increase in operations and maintenance
expense mainly due to higher compensation and
benefits expense, and. a $0.9 million decrease in gas storage operating
revenues due to negative impacts of decreases in
storage prices between the 2013-14 and 2014-15 gas
years; and. a $1.7 million increase in depreciation and amortization
expenses due to additional utility capital expenditures.
Exhibit No. 1
J. Palfreyman, NW Natural27
29
2017 oUTLOOK
Our near-term outlook is centered on six long-term strategic objectives (1) delivering natural gas safely and reliably to our
customers; (2) providing superior customer service; (3) working closely with policymakers and regulators to constructively meet
the interests of all parties; (4) enabling continued utility growth; (5) leveraging the benefits of natural gas and our modern system
to lead our region to a low-carbon future; and (6) strategically investing in our existing utility and gas storage businesses, as well
as creating new ideas to drive future growth opportunities and to ensure long-term profitability.
Our 2017 goals leverage our resources and history of innovation to continue meeting the evolving needs of customers,
regulators, and shareholders.
Deliver Gas Grow Our Businesses
Ensure Safe and Reliable Service
Provide a Superior Customer Experience
Advance Constructive Policies and Regulation
SAFEWAND RELIABILITY. Delivering natural gas safely and
reliably to customers is our first priority. During 2017, we will
maintain our vigilant focus on safety and emergency
response training for our employees, third-party contractors,
and local authorities. We will continue to strive to increase
public awareness of natural gas safety and protocols to
reduce damages to our critical infrastructure. Continued
investment in our pipeline system and facilities is also
planned to ensure reliability with multi-year projects at our
LNG facilities and Mist storage facility, as well as system
upgrades in high-growth areas such as Clark County,
Washington. Finally, safety also includes our continuous
maintenance of strong cybersecurity defenses and
preparation for large-scale emergency events, such as
seismic hazards in our region.
SUPERIOR CUSTOMER EXPERIENCE. NW Natural has a
legacy of providing excellent customer service with
consistently high rankings in the J.D. Power and Associates
customer satisfaction studies and a long-standing
dedication to continuous improvement. ln2017, we will
continue evolving to meet our customers' changing
expectations by examining our customer interactions and
touchpoints as well as the technology supporting these
processes. We expect this comprehensive effort to propel
further use of our innovative online customer connection
portal and the latest technology, providing customers with
an enhanced experience while improving operational
efficiencies.
POLICIES AND REGULATION. Constructive policies and
regulation provide the best outcomes for both customers
and shareholders. ln 2017, we plan to work closely with
policymakers and regulators to plan for groMh of our utility
and evaluate the investments necessary for this growth in
our lRP. Finally, we will continue working with the EPA and
other stakeholders on an environmentally protective and
cost effective clean-up for the Portland Harbor Superfund
Site.
Enable Utility Grovvth
Lead in a Low-Carbon Future
Pursue Strategic lnvestments
UTlLlw cRowTH. Natural gas is a preferred energy choice
in our service territory due to its efficiency and affordability
coupled with our exceptional service. ln 2017, we will
continue leveraging these key attributes to capitalize on our
region's above-average economic growth. We remain
focused on maintaining our strong market share in the
single-family residential sector, as well as capturing new
commercial customers. As our Portland, Oregon communlty
continues to experience in-migration and greater urban
density, multifamily housing construction continues to
outpace historical levels. Seeing this trend, we have
launched a comprehensive effort to make inroads in the
multifamily market with streamlined infrastructure designs,
engineering technical support, and incentives and
promotional support for qualifying projects. We will continue
pursuing this sector in 2017 .
LOW-CARBON PATHWAY. The Pacific Northwest and NW
Natural are deeply committed to a clean energy future. ln
2017 , we will continue pursuing opportunities for carbon
emission savings for both our Company and the greater
region. Driving greater emission reductions over time will
require leveraging our modern pipeline systems in new
ways, working closely with customers, polirymakers and
regulators, and embracing cutting-edge technology. ln 2017,
we will explore ways to reduce the carbon intensity of our
product with plans to also help our customers reduce and
offset their consumption, and support our communities'
efforts to replace more carbon intensive fuels with natural
gas.
STRATEGIC INVESTMENTS. We remain focused on creating
value in all our businesses. For our utility business, we are
investing in the expansion of our Mist gas storage facility to
provide innovative no-notice gas storage service for a single
customer who will use the reliability of natural gas to
integrate more intermittent renewable energy - like solar
and wind - into the energy grid. We are pleased to be
supporting the elimination of coal-fired electric generation
renewables with this unique service. ln addition, we remain
focused on our non-utillty businesses, including our gas
storage business, and identifying higher value customers,
enhanced service offerings, and seeking to capitalize on
opportunities that fit our business-risk profile.
Exhibit No. 1
J. Palfreyman, NW Natural28
30
DIVIDENDS
Dividend highlights include
Per common share
Dividends paid $ 1.87 $ 1.86 $ 1.85
The Board of Directors declared a quarterly dividend on our
common stock of $0.47 cents per share, payable on
February 15, 2017, to shareholders of record on January
31 ,2017, reflecting an indicated annual dividend rate of
$1.88 per share.
RESULIS OF OPERATIONS
Regulatorv Matters
Reoulation and Rates
UTILITY. Our utility business is subject to regulation by the
OPUC, WUTC, and FERC with respect to, among other
matters, rates and terms of service. The OPUC and WUTC
also regulate the system ofaccounts and issuance of
securities by our utility. ln 2016, approximately 89% of our
utility gas customers were located in Oregon, with the
remaining 11% in Washington. Earnings and cash flows
from utility operations are largely determined by rates set in
general rate cases and other proceedings in Oregon and
Washington. They are also affected by the local economies
in Oregon and Washington, the pace of customer groMh in
the residential, commercial, and industrial markets, and our
ability to remain price competitive, control expenses, and
obtain reasonable and timely regulatory recovery of our
utility-related costs, including operating expenses and
investment costs in utility plant and other regulatory assets.
See "Mosf Recent GeneralRale Cases" below.
GAS STORAGE. Our gas storage business is subject to
regulation by the OPUC, WUTC, CPUC, and FERC with
respect to, among other matters, rates and terms of service.
The OPUC and CPUC also regulate the issuance of
securities, system of accounts, and regulate intrastate
storage services. The FERC regulates interstate storage
services. 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 each agency in the last
regulatory filing. The OPUC Schedule 80 rates are tied to
the FERC rates, and are updated whenever we modif,7 our
FERC maximum rates. 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. ln 2016,
approximately 69% of our storage revenues were derived
from FERC, Oregon, and Washington regulated operations
and approxim ately 31% from California operations.
Most Recent General Rate Cases
oREGoN. Effective November 1,2012, the OPUC
authorized rates to customers based on an ROE of 9.5%,
an overall rate of return of 7.78o/o, and a capital structure of
50% common equity and 50% long{erm debt.
WASHINGTON. Effective January 1, 2009, the WUTC
authorized rates to customers based on an ROE of 1O.1o/o
and an overall rate of return ol 8.4% with a capital structure
of 51% common equity, 5% short-term debt, and 44o/o long-
term debt.
FERC. We are required under our 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 our interstate storage services. ln December 2013,
we filed a rate petition, which was approved in 2014, and
allows for the maximum cost-based rates for our interstate
gas storage services. These rates were effective January 1,
2014, with the rate changes having no significant impact on
our revenues.
We continuously monitor the utility and evaluate the need
for a rate case. Currently, we are contemplating filing an
Oregon rate case in late 2017 or in 2018 with a Washington
rate case thereafter.
Reoulatorv Proceedinq Uodates
During 2016, we were involved in the regulatory activities
discussed below.
ENVIRONMENTAL COST DEFERRAL AND SITE REMEDIATION
AND RECOVERY MECHANISM (SRRM). ln February 20'15, as
part of the implementation of the SRRM, the OPUC issued
an Order (2015 Order) requiring us to forego collection of
$15 million out of approximately $95 million in total
environmental remediation expenses and associated
carrying costs we had deferred through 2012 based on the
OPUC's determinatlon of how an earnings test should apply
to amounts deferred from 2003 to 2012, with adjustments
for other factors the OPUC deemed relevant. As a result, we
recognized a $15.0 million non-cash charge in operations
and maintenance expense in the first quarter of 20'15. Also,
as a result of the 2015 Order, we recognized $5.3 million
pre-tax of interest income related to the equity earnings on
our deferred environmental expenses in the first quarter of
2015.
ln addition, the OPUC issued a subsequent Order regarding
our SRRM (2016 order) in January 2016 in which the
OPUC: ('1) disallowed the recovery of $2.8 million of interest
earned on the previously disallowed environmental
expenditure amounts; (2) clarified the state allocation of
96.68% of environmental remediation costs for all
environmental sites to Oregon; and (3) confirmed our
treatment of $13.8 million of expenses put into the SRRM
amortization account was correct and in compliance with
prior OPUC orders. As a result of the 2016 Order, we
recognized a $3.3 million non-cash charge, of which $2.8
million is reflected in other income and expense, net and
$0.5 million is included in operations and maintenance
expense. Our compliance filing related to the 2016 Order
was flled with the OPUC on March '11, 2016. We do not
expect any further action by the OPUC related to that filing.
See Note 15 regarding our SRRM.
SYSTEM INTEGRITY PROGRAM (SlP). We filed a request to
extend the SIP program in the fourth quarter of 2014. The
OPUC considered our renewal request at a public meeting
in March 2015 and suspended our filing and ordered
additional process, including involvement of other gas
utilities in the state, before making a final decision. ln 2016,
we withdrew our request to extend the SIP program and
Exhibit No. I
J. Palfreyman, NW Natural
2016 2015 2014
29
31
instead focused our efforts on establishing guidelines for
future safety cost trackers with the OPUC. An all-party
agreement was filed with the OPUC on October 10, 2016
and is currently under review. We expect resolution of this
docket in the first half of 2017.
HEDGING. ln 2014 the OPUC opened a docket to discuss
broader gas hedging practices across gas utilities in
Oregon. This docket was divided into two phases. The first
phase was focused on an analytical review of hedging and
hedglng practices. We are currently working through the
second phase regarding potential hedging guidelines, and
seeking an agreement through discussions with the parties.
After the second phase is complete, a status report or other
filing will be submitted to the OPUC, and the remainder of
the process will be determined at that time. Currently, we
anticipate resolution of the docket in the second half of
2017.
The WUTC is also conducting an investigation into the
hedging practices of gas utilities operating in Washington,
and considering whether it should require gas utilities to
implement certain practices related to hedging. The WUTC
received comments from all parties in the first half of 2016
and continues to review the comments and docket. After the
WUTC completes their revieq they will determine next
steps in the docket.
INTERSTATE STORAGE AND OPTIMIZATION SHARING. We
received an Order from the OPUC in March 2015 on their
review of the current revenue sharing arrangement that
allocates a portion of the net revenues generated from non-
utility Mist storage services and third-party asset
management services to utility customers. The Order
requires a third-party cost study to be performed and the
results of the cost study may initiate a new docket or the re-
opening of the original docket. ln January 2017, all parties
agreed and selected a third-party consultant to perform the
study and are continuing to facilitate completion of the work
directed by the OPUC.
cARBoN SOLUTIoNS PROGRAM. Oregon Senate Bill 844
(SB 844) required the OPUC to develop rules and programs
to reduce carbon emissions in Oregon. ln June 2015, we
submitted our first project related to Combined Heat and
Power (CHP) for OPUC approval. The submitted CHP
program would pay owners of new commercial- and
industrial-scale CHP systems for verified carbon emission
reductions. ln April 2016, the OPUC issued an order
declining our program as submitted and provided guidance
on program structure for potential future submissions. We
have worked with the stakeholders to reach common
ground and are contemplating our next steps for this
program.
WEATHER NORMALIZATION MECHANISM (WARM). In
Oregon, WARM is applied to residential and commercial
customers' bills to adjust for temperature variances from
average weather. ln 2015, the OPUC initiated a review of
the WARM mechanism as a result of customer complaints
received related to surcharges applied under the WARM
mechanism due to the record warm weather in our service
territory during the 2014-15 winter. ln May 2016, we filed a
stipulation among the parties to resolve the issues identified
in the review. ln June 2016, the OPUC issued an order
adopting the stipulation, which included modest changes to
the WARM mechanism. The most notable change relates to
the timing of collection of any unbilled WARM amounts, due
to operation of certain caps on monthly bills in the program.
Previously, any unbilled WARM amounts deferred through
the WARM period were billed to customers in June. Under
the adjusted WARM mechanism, the collections of any
unbilled WARM amounts will continue to be deferred and
will earn a carrying charge until collected in the PGA the
following year. These changes do not reduce the value
WARM provides to us or our customers in mitigating the
impact from variations in weather.
INTEGRATED RESOURCE PLAN (tRP). We filed our 2016
Oregon and Washington lRPs on August 26, 2016. We
received a letter of compliance from the WUTC, in
December of 2016, in relation to our IRP in Washington and
acknowledgment by the OPUC in February of 2017. The
IRP included analysis of different growth scenarios and
corresponding resource acquisition strategies. The 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.
GAS |NCTDENT TNVEST|GAT|ON. On October 19, 2016, there
was a natural gas explosion in Portland, Oregon after a
third-party contractor damaged a NW Natural service line.
The contractor was not working for NW Natural at the time.
NW Natural and local authorities responded to the event
and evacuated the necessary building prior to the ignition.
No fatalities or life-threatening injuries were sustained. NW
Natural is assisting the OPUC with an investigation
regarding the incident.
DEPRECIATION STUDY. Under OPUC regulations, the utility
is required to file a depreciation study every five years to
update or justify maintaining the existing depreciation rates.
ln December 2016, we filed the required depreciation study
with the Commission and it is currently under review. We do
not anticipate the study to materially change our current
depreciation rates.
HOLDING COMPANYAPPLICATTON. ln February 2017, we
flled applications with the OPUC, WUTC, and CPUC for
approval to reorganize under a holding company structure.
As one of only two local distribution companies remaining
without a holding company structure, we recognize the
advantages and flexibility inherent in such a structure and
are exploring the possibility of such a reorganization. The
filing of regulatory applications is the first of many steps
required to form a holding company. We expect that the
regulatory process will take six to nine months, and will
result in the OPUC, WUTC and CPUC authorizing a holding
company structure subject to certain restrictions, or "ring-
fencing" provisions applicable to NW Natural, the entity that
currently, and would continue to, house our utility
operations. Once regulatory conditions and approvals are
obtained, our Board of Directors will evaluate the desirability
of a holding company structure in light of the conditions
imposed. lf supported by the Board of Directors, we would
then submit the proposed corporate reorganization to our
shareholders for approval. lf approved by the shareholders,
corporate filings would be made that would create the
holding company, with the shareholders immediately prior to
Exhibit No. 1
J. Palfreyman, NW Natural30
32
the reorganization owning the same relative percentages of
the holding company as they own of NW Natural
immediately prior to the reorganization. The structure
currently contemplated involves placing a non-operating
corporate entity over our existing consolidated structure. lf
we were to determine that this reorganization were not
desirable at any point in the process, the corporation
reorganization would not proceed. We do not expect a
materlal operational or flnancial impact to our business as a
result of the contemplated reorganization.
PURCHASED GAS ADJUSTMENT. Rate changes are
established for the utility each year under PGA mechanisms
in Oregon and Washington to reflect changes in the
expected cost of natural gas commodity purchases. This
includes 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.
We filed our PGA in September 2016 and received OPUC
and WUTC approval in October 2016. PGA rate changes
were effective November 1,2016. The rate changes
decreased the average monthly bills of residential
customers by approximately 2.6% and 1.5% in Oregon and
Washington, respectively. The decrease in Oregon reflects
customers' portion of adjustments for changes in wholesale
natural gas costs, offset by adjustments related to the
decoupling mechanism, environmental costs, and additional
annual adjustments based on ongoing orders with the
OPUC. Washington rates reflected the effect of changes in
wholesale natural gas costs, offset by slight increases in
certain energy efficiency programs. ln addition, we credited
$'19.4 million to customers in June 2016 for their portion of
the gas cost sharing incentive tor llrc 2015-2016 gas year,
resulting from lower than projected gas costs, which were
driven by warmer than normal weather, lower volume
usage, and lower market prices.
Each year, we typically hedge gas prices on approximately
75% of our utility's annual sales requirement based on
normal weathe( including both physical and financial
hedges. We entered the 2016-17 gas year (November 1,
2016 - October31,2017) hedged al75% of ourforecasted
sales volumes, including 48o/o in financial swap and option
contracts and 27Yo in physical gas supplies. .
ln addition to the amount hedged for the current gas
contract year, we are also hedged in future years at
approximately 26Yo for the 2017-18 gas year and between
4% and 18o/o for annual requirements over the subsequent
five gas years as of December 31, 2016. Our 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, our 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 the utility.
Under the current PGA mechanism in Oregon, there is an
incentive sharing provision whereby we are required to
select each year an 80% deferral or a 90o/o deferral of
higher or lower actual gas costs compared to estimated
PGA prices, such that the impact on current earnings from
the incentive sharing is either 20% or 10% of the difference
between actual and estimated gas costs, respectively. For
the 2015-16 and2016-17 gas years, we selected the 80%
and 90% deferral option, respectively. Under the
Washington PGAmechanism, we defer 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. We are subject to an annual
earnings review in Oregon to determine if the utility is
earning above its authorized ROE threshold. lf utility
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 we select the
80% deferral gas cost option, then we retain all of our
earnings up to 150 basis points above the currently
authorized ROE. lf we select the 90% deferral option, then
we retain all of our earnings up to 100 basis points above
the currently authorized ROE. For the 2014-15,2015-16,
and 2016-17 periods, we selected the 90%, 80%, and 90%
deferral option, respectively. The ROE threshold is subject
to adjustment annually based on movements in long-term
interest rates. For calendar years2014,20'15, and 2016, the
ROE threshold was 10.66%, 10.60%, and 11.06%,
respectlvely. There were no refunds required for 2014 and
2015. We do not expect a refund for 2016 based on our
results and anticipate filing the 2016 earnings test in May
2017.
GAS RESERVES. ln 2011, the oPUC approved the Encana
gas reserves transaction to provide long-term gas price
protection for our utility customers and determined our costs
under the agreement would be recovered, on an ongoing
basis through our annual PGA mechanism. Gas produced
from our interests is sold at then prevailing market prices,
and revenues from such sales, net ofassociated operating
and production costs and amortization, are included in our
cost of gas. The cost of gas, including a carrying cost for the
rate base investment made under the original agreement, is
included in our annual Oregon PGA filing, which allows us to
recover these costs through customer rates. Our net
investment under the original agreement earns a rate of
return.
ln March 2014,we amended the original gas reserves
agreement in response to Encana's sale of its interest in the
Jonah field located in \Affoming to Jonah Energy. Under our
amended agreement with Jonah Energy, we have the option
to invest in additional wells on a well-by-well basis with
drilling costs and resulting gas volumes shared at our
amended proportionate working interest for each well in
which we invest. We elected to participate in some of the
additional wells drilled in2014, but did not have the
opportunity to participate in additional wells in 2015 and
2016. ln the future, we may have the opportunity to
participate in additional wells. Volumes produced from the
additional wells drilled in 2014 are included in our Oregon
PGA at a fixed rate of $0.4725
Exhibit No. 1
J. Palfreyman, NW Natural31
33
Rate Mechanisms
DECoUPLING. ln Oregon, we have a decoupling
mechanism. Decoupling is intended to break the link
between utility earnings and the quantity of gas consumed
by customers, removing any financial incentive by the utility
to discourage customers'efforts to conserve energy.
The Oregon decoupling mechanism was reauthorized and
the baseline expected usage per customer was set in the
2012 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. ln Washington, customer use is not
covered by such a tariff. See "Business Segments-Loca/
Gas Distribution Utility Operations" below.
WARM. ln Oregon, we have 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
May of each heating season. The mechanism adjusts the
margin component of customers'rates to reflect average
weather, which uses the 2S-year average temperature for
each day of the billing period. Daily average temperatures
and 2S-year average temperatures are based on a set point
temperature of 59 degrees Fahrenheit for residential
customers and 58 degrees Fahrenheit for commercial
customers. This weather normalization mechanism was
reauthorized in the 2012 Oregon general rate case without
an expiration date. Residential and commercial customers
in Oregon are allowed to opt out of the weather
normalization mechanism, and as of December 3'1, 2016,
9% of total customers had opted out. We do not have a
weather normalization mechanism approved for residential
and commercial Washington customers, which account for
about 11 % of total customers. See "Business Segments-
Local Gas Distribution Utility Operations" below.
INDUSTRIAL TARIFFS. ThE OPUC ANd WUTC hAVE
approved tariffs covering utility service to our major
industrial customers, including terms, which are intended to
give us ce(ainty in the level of gas supplies we need to
acquire to serve this customer group. The 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 our annual PGA tariff.
ENVIRONMENTAL COST DEFERRALAND SRRM. ln Oregon,
we have a SRRM through which we track and have the
ability to recover prudently incurred past deferred and future
environmental remediation costs allocable to Oregon,
subject to an earnings test.
The SRRM defines three classes 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 our authorized cost of capital. We
anticipate 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. We earn 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. We earn a carrying cost equal to the
amortization rate determined annually by the OPUC,
which approximates a short-term borrowing rate. We
included $10.0 million of deferred remediation expense
approved by the OPUC for collection during the
2016-2017 PGA year.
The SRRM earnings test is an annual review of our adjusted
utility ROE compared to our authorized utility ROE, which is
currently 9.5%. To apply the earnings test flrst we must
determine what if any costs are subject to the test through
the following calculation.
Annual spend
Less: $5 million base rate rider(1)
Prior year carry-ovel2)
$5 million insurance + interest on insurance
Total deferred annual spend subject to earnings test
Less: over-earnings adjustment, if any
Add: deferred interest on annual spep6(r)
Total amount transferred to post-review
(1) Base rate rider went into Oregon customer rates beginning
November 1,2015.(2't 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.(3) Deferred interest is added to annual spend to the extent the
spend is recoverable.
lf the adjusted utility ROE is greater than the authorized
utility ROE, then we could be required to expense amounts
in excess of authorized ROE.
For 2016, we have performed this test, which we anticipate
submitting to the OPUC in May 2017, and we do not expect
an earnings test adjustment for 2016.
The WUTC has also previously authorized the deferral of
environmental costs, if any, that are appropriately allocated
to Washington customers. This Order was effective in
January 2011 with cost recovery and a carrying charge to
be determined in a future proceeding.
PENSION COST DEFERRAL AND PENSION BALANCING
ACCOUNT. Effective January 1,2011 , the OPUC approved
our request to defer annual pension expenses above the
amount set in rates, with recovery of these deferred
amounts through the implementation of a balancing
account, which includes the expectation of higher and lower
pension expenses in future years. Our recovery ofthese
Exhibit No. I
J. Palfreyman, NW Natural32
Oregon utility
customer credit
Washington utility
customer credit
deferred balances includes accrued interest on the account
balance at the utility's authorized rate of return, which is
currently 7.78%. Future years' deferrals will depend on
changes in plan assets and projected benefit liabilities
based on a number of key assumptions, and our pension
contributions. Pension expense deferrals, excluding interest,
were $6.3 million, $8.2 million, and $4.6 million in 2016,
2015 and 2014, respectively. See "Application of Critical
Accounting Policies and Estimates" below.
INTERSTATE STORAGE AND OPTIMIZATION SHARING. On an
annual basis, we credit amounts to Oregon and Washington
customers as part of our 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 through
reductions in rates through the annual PGA filing in
November.
The following table presents the credits to customers:
ln millions 2016 2015 2014
. a $5.7 million increase from customer growth;. a $0.8 million increase from gains in gas cost
incentive sharing resulting from lower gas prices
than those estimated in the PGA; partially offset by. a $1.3 million decrease due to lower contributions
from our gas reserve investments, which
decreased due to amortization.. an $8.3 million decrease in operations and
maintenance expense primarily due to the
environmental disallowance recognized in 2015, offset
in part by increases in payroll costs due to additional
headcount and general pay increases along with
increased non-payroll costs for professional services
and contract work; partially offset by. an $8.7 million decrease in other income (expense),
net, primarily due to the environmental interest
disallowance recognized in 2016 and the recognition of
$5.3 million of equity earnings on deferred regulatory
asset balances in 2015; and. a $1.9 million increase in depreciation expense
primarily due to additional capital expenditures.
Total utility volumes sold and delivered in 2016 increased
5% over 2015 primarily due to comparatively colder weather
in the first quarter during our peak heating season and
colder weather in December 2016.
20'15 COMPARED TO 2014. The primary factors contributing
to the $5.2 million or $0.20 per share decrease in utility net
income were as follows:. the $15 million pre-tax charge, or $9.1 million after-tax
charge, for the regulatory disallowance associated with
the February 2015 OPUC Order on the recovery of past
environmental cost deferrals. This charge is reflected in
operations and maintenance expense;. a $5.3 million increase in utility margin primarily due to.. a $4.4 million increase from customer growth;. a $5.3 million increase from gas cost incentive
sharing resulting from lower gas prices than those
estimated in the PGA; partially offset by. an approximate $4.0 million decrease due to lower
customer usage from warmer weather, which
impacts utility margins from our Washington
customers where we do not have a weather
normalization mechanism in place, and from our
Oregon customers who opted out of weather
normalization.. a $6.6 million increase in other income (expense), net,
primarily due to the recognition of the equity earnings
on deferred environmental expenditures as a result of
the February order;. a$7.2 million increase in operations and maintenance
expense, excluding the environmental disallowance,
primarily due to an increase in compensation and
benefit expense; and. a net $0.4 million increase in other expenses related to
increased depreciation expense from additional capital
investments and an increase in general taxes from
higher Oregon property tax expense, offset by a
decrease in interest expense due to debt redemptions
made during the year.
Total utility volumes sold and delivered in 2015 decreased
6% over 2014 primarily due to the impact of warmer
weather.
Exhibit No. 1
J. Palfreyman, NW Natural
35
$ 9.4 $ 9.6 $ 11.4
1.0 0.8 0.8
Business Seqments - Local Gas Distribution Utilitv
Operations
Utility margin 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 because a signiflcant portion
of our utility margin is derived from natural gas sales to
residential and commercial customers. ln Oregon, we have
a conservation tariff (also called the decoupling
mechanism), which adjusts utility 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. We also have a weather normalization tariff in
Oregon, WARM, which adjusts customer bills up or down to
offset changes in utility margin resulting from above- or
below-average temperatures during the winter heating
season. Both mechanisms are designed to reduce the
volatility of customer bills and our utility's earnings. See
"Regulatory Matters-Rafe Mechanisms" above.
Utility segment highlights include:
Dollars and therms in
millions, except EPS data 2016 2015 2014
Utility net income $ 54.6 $ 53.4 $ 58.6
EPS - utility segment 1.96 '1.95 2.15
Gas sold and delivered
(in therms) 1 ,085 'l ,029 1,093
Utility margin(l) $ 376.6 $ 371.4 $ 366.1
(1) See Utility Margin Table below for a reconciliation and additional
detail.
2016 CoMPARED To 2015. The primary factors contributing
to the $1.2 million or $0.01 per share increase in utility net
income were as follows:. a $5.2 million increase in utility margin primarily due to:
33
UTlLlw MARGIN TABLE. The following table summarizes the composition of utility gas volumes, revenues, and cost of sales:
Favora ble/(Unfavorable)
ln thousands, except degree day and customer data 2016 2015 2014
2016 vs.
2015
201 5 vs.
2014
Utilitv volumes (therms):
Residential and commercial sales
lndustrial sales and transportation
Total utility volumes sold and delivered
Utilitv ooeratino revenues:
Residential and commercial sales
lndustrial sales and transportation
Other revenues
Less: Revenue taxes
Total utility operating revenues
Less: Cost of gas
Less: Environmental remediation expense
Utility margin
Utilitv maroin:(1)
Residential and commercial sales
lndustrial sales and transportation
Miscellaneous revenues
Gain (loss) from gas cost incentive sharing
Other margin adjustments
Utility margin
Deqree davs
Average(2)
Actual
Percent colder (warmer) than average weather€)
Customers - end of period:
Residential customers
Commercial customers
lndustrial customers
Total number of customers
Customer orowth:
Residential customers
Commercial customers
lndustrial customers
Total customer groMh
1,084,996 1,028,612 1,092,990 56,384 (64,378)
609,222
475,774
570,728
457,884
620,903
472,087
38,494
't 7,890
(s0,1 75)
(14,2O3\
$ 604,390
59,386
3,812
17 ,111
650,477
260,588
'13,298
$ 644,835
71,495
3,914
18,034
$ 672,440
73,992
3,983
18,837
$ (40,445)
(1 2,1 09)
(102)
(e23)
$ (27,605)
(2,4e7)
(6s)
(803)
702,210
327,305
3,513
731,578
365,490
(51,733)
66,717
(e,785)
(29,368)
38,1 85
(3,513)
$ 376,s91 $ 371,392 $ 366,088 $ 5,199 $ 5,304
$ 338,060
30,989
3,796
3,960
(214)
$ 334,134
30,081
3,9'13
3,182
82
$ 334,247 $
29,982
4,329
(2,1 3s)
(335)
$ (1 13)
99
(416)
5,317
417
3,926
908
(117)
778
(2e6)
$ 376,591 $ 371,392 $ 366,088 $ 5,199 $ 5,304
4,256
3,551
(17)o/o
4,240
3,458
(1$)Vo
4,240
3,792
('t 1)o/o
16
3Yo (9)Yo
656,855
67,278
1 ,013
646,841
66,584
1,003
637,411
66,304
929
10,014
694
.10
9,430
280
74
725,146 714,428 704,644 10,718 9,784
1.5 o/o
1.0 %
1.0 o/o
1.5 o/o
1.5 %
0.4 o/o
8.0 o/o
1.4 o/o
(1) Amounts reported as margin for each category of customers are operating revenues, which are net of revenue taxes, less cost of gas and
environmental remediation expense.(2' Average weather represents the 25-year average of heating degree days, as determined in our 2012 Oregon general rate case.
Erhibit No. 1
J. Palfreyman, NW Natural34
36
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 our weather normalization
mechanism in Oregon; approximately 80% of our 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 our weather
mechanism, see "Regulatory Matters-Rate Mechanisms-
Weather Normaliz ation Mech ani sm" above.
Residential and commercial sales highlights include:
ln millions 2016 2015 2014
sales volumes decreased 50.2 million therms, or 8%,
primarily reflecting 9% warmer weather, which was
partially offset by customer growth;
operating revenues decreased $27.6 million, due to the
8% decrease in sales volumes, as well as a2o/o
decrease in average gas rates over last year; and
utility margin decreased $0.1 million, due to warmer
weather, almost entirely offset by increases from
commercial and residential customer growth.
I ndustrial Sales and Transportation
lndustrial customers have the option of purchasing sales or
transportation services from the utility. Under the sales
service, the customer buys the gas commodity from the
utility. Under the transportation service, the customer buys
the gas commodity directly from a third-party gas marketer
or supplier. Our gas commodity cost is primarily a pass-
through cost to customers; therefore, our proflt margins are
not materially affected by an industrial customer's decision
to purchase gas from us or from third parties. lndustrial 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, our 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.
lndustrial sales and transportation highlights include:
ln millions 2016 2015 2014
Volumes (therms):
Residential sales
Commercial sales
Total volumes
Ooeratinq revenues:
Residential sales
Commercial sales
Total operating
revenues
Utilitv maroin:
Residential:
Sales
Weather normalization
Decoupling
Total.residential utility
margtn
Commercial:
Sales
Weather normalization
Decoupling
Total.commercial utility
margrn
Total utility margin
609.2 570.7 620.9
379.2
230.0
350.9
219.8
381.5
239.4
$404.3
200.'l
$ 424.6 $
220.2
441 .5
230.9
$ 604.4 $ 644.8 S 672.4
$ 223.2 $
12.7
0.8
211.6 $
14.0
7.2
236.7 232.8 232.7
Volumes (therms):
lndustrial - firm sales
lndustrial - firm
transportation
lndustrial - intenuptible
sales
lndustrial - intenuptible
transportation
Total volumes
Utilitv marqin:
lndustrial - sales and
transportation
223.6
5.1
4.0
87.2
5.0
9.2
84.B
5.8
10.7
91.6
2.2
7.7
33.8
156.9
50.4
234.7
32.4
144.0
57.3
224.2
34.0
153.6
61.6
222.9
475.8 457.9 472.1
2016 COMPARED To 2015. The primary factors contributing
to changes in the residential and commercial markets were
as follows:. sales volumes increased 38.5 million therms, or 7%,
due to customer growth and comparatively colder
weather in the first quarter and December of 2016
compared to record warm weather in 2015;. operating revenues decreased $40.4 million, due to a
24o/o decrease in average cost of gas over last year,
partially offset by a 7% increase in sales volumes; and. utility margin increased $4.0 million, due to both
residential and commercial customer growth offset by
lower contributions from our gas reserve investments,
which decreased due to amortization.
2015 CoMPARED To 2014. The primary factors contributing
to changes in the residential and commercial markets were
as follows:
101 .4 101 .3 1 01 .5
s 338.1 $ 334.1 $ 334.2 $ 31.0 $ 30.1 $ 30.0
2016 COMPARED TO 2015. Sales and transportation volumes
increased by 17.9 million therms and utility margin
increased $0.9 million due to annual customer service
election changes, higher fee revenue due to system
restrictions from cold weather in December 2016, and an
increase in usage from a few large customers.
2015 COMPARED TO 2014. The primary factors contributing
to changes in the industrial sales and transportation markets
were as follows:. sales and transportation volumes decreased by 14.2
mlllion therms due to lower usage from warmer weather
and lower demand from a few large volume
transportation customers on lower margin rate
schedules;. utility margin increased $0.1 million, primarily due to an
increase in industrial customers under higher margin
rate schedules partially offset by higher fee revenue in
Exhibit No. I
J. Palfreyman, NW Natural
37
35
the prior year from increased usage during the cold
weather event in February 2014.
Other Revenues
Other revenues include miscellaneous 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
amortizations and other regulatory amortizations from prior
year deferrals are included in revenues from residential,
commercial and industrial firm customers.
Other revenue for 2016,2015, and 20'14 remained flat year-
over-year as expected.
ln millions 2016 2015 2014
Other revenues $ 3.8 $ 3.9 $ 4.0
2015 COMPARED TO 2014. Cost of gas decreased $38.2
million, or lOYo primarily due to an 8% decrease in sales
volume reflecting warmer weather during the year as well as
a 2oh decrease in average cost of gas reflecting lower
market prices for natural gas.
The effect on net income from our gas cost incentive
sharing mechanism resulted in a margin gain of $4.0 million
and $3.2 million for 2016 and 20'15, respectively, as prices
were lower due to warmer than average weather. During the
extreme cold weather event in February 2014, we
experienced a record sendout and consequently, the higher
volumes of gas purchased at that time resulted in a margin
loss of $2.1 million. For a discussion of our gas cost
incentive sharing mechanism, see "Regulatory Matters-
Rate M ech an i sm s-Purcha s e d G a s Adj usfmenf ' a bove.
Business Segments - Gas Storage
Our gas storage segment primarily consists of the non-utility
portion of our Mist underground storage facility in Oregon
and our 75% undivided ownership interest in the Gill Ranch
underground storage facility in California.
At Mist, we provide gas storage services to customers in the
interstate and intrastate markets using storage capacity that
has been developed in advance of core utility customers'
requirements. We also contract with an independent energy
marketing company to provide asset management services
using our utility and non-utility storage and transportation
capacity, the results of which are included in the gas storage
business segment. Pre-tax income from gas storage at Mist
and asset management services is subject to revenue
sharing with core utility customers. Under this regulatory
incentive sharing mechanism, we retain 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 our utility rates, and
33% of pre-tax income from such storage and asset
management services when the capacity being used is
included in utility rates. The remaining 20/o and670/o,
respectively, are credited to a deferred regulatory account
for credit to our core utility customers. See "Regulatory
M atters-Reg u I ato ry P roce ed i n g U p d ate s" above for
information regarding an open docket related to this
incentive sharing mechanism.
Our 75% undivided ownership interest in the Gill Ranch
facility is held by our wholly-owned subsidiary Gill Ranch,
LLC, which is also the operator of the facility. Our portion of
the facility is 15 Bcf of gas storage capacity. We also
contract with an independent energy marketing company to
provide asset management services at Gill Ranch. See also
Note 4.
Gas storage segment highlights include:
ln millions, except EPS
data 2016 2015 2014
Cost of Gas
Cost of gas as reported by the utility 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, by the utility. Customer
rates are set each year so that if cost estimates were met
we would not earn a profit or incur a loss on gas commodity
purchases; however, in Oregon we have an incentive
sharing mechanism which has been described under
"Regulatory Matters-Rate Mechanisms-Purchased Gas
Adjustment" above. ln 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, we also have a regulatory
agreement whereby we earn a rate of return on our
investment in the gas reserves acquired under the original
agreement with Encana and include gas from our amended
gas reserves agreement at a fixed rate of $0.4725 per
therm, which are also reflected in utility margin. See
"Application of Critlcal Accounting Policies and Estimates-
Accounting for Derivative lnstruments and Hedging
AcfivrTies" below.
Cost of gas highlights include:
Dollars and therms in
millions 2016 2015 2014
Cost of gas
Volumes sold (therms)
Average cost of gas
(cents per therm)
Gain (loss) from gas cost
incentive sharing
$ 260.6 $
$ 0.38 $
4.0
2016 COMPARED TO 2015. Cost of gas decreased $66.7
million, or 2Oo/o, reflecting lower natural gas prices and
resulting in a $19.4 million credit to customers, partially
offset by a 5% increase in volumes mainly from
comparatively colder weather in the first quarter and
December 2016.
693
327.3 $
660
0.50 $
3.2
365.5
716
0.51
(2.1)
Operating revenues
Operating expenses
Gas storage net income
(loss)
EPS - gas storage
segment
25.3
'16.1
4.3 $
0.16
21 .4
16.3
0.2 $
0.0'1
22.2
18.2
(0.4)
(0.01)
Exhibit No. 1
J. Palfreyman, NW Natural36
$
38
2016 COMPARED TO 2015. Our gas storage segment net
income increased $4.1 million or $0.15 per share primarily
due to the following factors:. a $3.9 million increase in operating revenue primarily
from higher asset management revenues from our Mist
facility and transportation capacity, and slightly higher
firm contract prices at our Gill Ranch facility for the
2016-17 gas year; and. a $2.8 million decrease in interest expense from the
early retirement of $20 million of Gill Ranch debt in
December 201 5.
2015 COMPARED TO 2014. Our gas storage segment net
income increased $0.6 million primarily due to the following
offsetting factors:. a $0.9 million decrease in operating revenues, primarily
due to a decrease in storage prices between the
2013-14 and2O14-15 gas storage years; and. a $1.9 million decrease in operating expenses primarily
due to lower repair and power costs at our Gill Ranch
facility.
Our Mist gas storage facility benefits from limited
competition from other Pacific Northwest storage facilities
primarily because of its geographic location. Over the past
few years, market prices for natural gas storage, particularly
in California, were negatively affected by the abundant
supply of natural gas, low volatility of natural gas prices, and
surplus gas storage capacity. We have completed our
contracting for the 201 6-1 7 gas storage year and have seen
a slight improvement in pricing compared to the 2015-'16
gas storage year.
Though prices forthe 2015-16 and2016-17 gas years have
shown slight improvements at our Gill Ranch facility, they
remain low relative to the pricing in our original long-term
contracts, which ended primarily in the 2013-14 gas storage
year. ln the future, we may see continued price
improvement or an increase in the demand for natural gas
driven by a number of factors, including changes in electric
generation triggered by California's renewable portfolio
standards, an increase in use of alternative fuels to meet
carbon emission reduction targets, recovery of the California
economy, growth of domestic industrial manufacturing,
potential exports of liquefied natural gas from the west
coast, and other favorable storage market conditions in and
around California. These factors, if they occur, may
contribute to higher summer/winter natural gas price
spreads, gas price volatility, and gas storage values.
However, given the continued lower market prices, we are
exploring a number of strategic options including
opportunities to provide services to higher value customers
and also seek to capitalize on opportunities that fit our
business-risk profile.
ln October 2015, a significant natural gas leak occurred at
an unaffiliated southern California gas storage facility that
persisted into early 2016. At this time, we do not know the
long-term effects of this incident on gas storage prices. ln
September 2016, legislation was passed and signed into
law by the Governor of California in response to the
incident, which directed the California Department of Oil,
Gas and Geothermal Resources (DOGGR) to develop new
regulations for gas storage wells. While the regulations are
still under development and their ultimate impact is
unknown, it is likely that the pending DOGGR regulations
and flnalized PHMSA gas storage regulations will result in
higher costs for all storage providers. The potential costs of
compliance could include one-time capital expenditures
and/or ongoing operations and maintenance costs. As a
result of the legislation and pending regulations, the nature
of, and demand for, future storage contracts, as well as
market values in California could be impacted and remain
uncertain at this tirne.
lf such new regulation and legislation require significant
capital and on-going spending to upgrade or maintain the
facility, we are unsuccessful in identifying new higher value
customers, future storage values do not improve, an
increased demand and other favorable market conditions for
natural gas storage do not materialize, and/or volatility does
not return to the gas storage market, this could have a
negative impact on our future cash flows and could result in
impairment of our Gill Ranch gas storage facility, which had
a net book value of $196.9 million at December 31 , 2016.
We continue to assess these conditions along with other
strategic alternatives and their impact on the value of the
asset on an ongoing basis. Refer to Note 2 for more
information regarding our accounting policy for impairment
of long-lived assets.
Other
Other primarily consists of NNG Financial's equity
investment in KB Pipeline, an equity investment in TWH,
which has invested in the Trail West pipeline project, and
other miscellaneous non-utility investments and business
activities. There were no significant changes in our other
activities in 2016. See Note 4 and Note 12 for further details
on other activities and our investment in TWH.
Consolidated Operations
Ooerations and Maintenance
Operations and maintenance highlights include:
ln millions 2016 2015 20',t4
Operations and maintenance $ 150.0 $ 157.5 $ 137.0
2016 GoMPARED To 2015. Operations and maintenance
expense decreased $7.5 million, primarily due to the
following factors:. the $15 million pre-tax charge for the regulatory
disallowance associated with the February 2015 OPUC
Order on the recovery of past environmental cost
deferrals recorded in 2015. We also expensed an
additional $1 million related to the 2015 Order; partially
offset by. a $6.5 million increase in non-payroll costs, which
returned to a more sustainable level in 2016 after
temporary cost savings initiatives in the prior year. Non-
payroll increases were primarily related to higher
professional service and contract work costs due to
general customer service cost increases from system
integrity work, and other maintenance; and. a$1.2 million increase in payroll and benefits due to
increased headcount and general pay increases.
Exhibit No. I
J. Palfreyman, NW Natural
39
37
2015 CoMPARED To 2014. Operations and maintenance
expense increased $20.5 million, primarily due to the
following factors.. the $15 million pre-tax charge for the regulatory
disallowance associated with the February 2015 OPUC
Order on the recovery of past environmental cost
deferrals. We also expensed an additional $1 million
related to the Order; and. a $5.5 million increase in compensation and beneflt
expense, including increased employee incentive
expense, retirement expense, and health care costs, as
well as higher wage rates under the new union labor
contract, which became effective June 1, 2014; offset
by. a $1.9 million decrease primarily related to 2014 repair
and power costs at our Gill Ranch gas storage facility.
During 2015, management implemented temporary cost
saving initiatives to mitigate the effects of warm weather and
the $15 million regulatory disallowance. These initiatives
resulted in approximately $5 million of operations and
maintenance expense savings during 2015 that did not
recur in 2016.
Delinquent customer receivable balances continue to
remain at historically low levels. The utility's bad debt
expense as a percent of revenues was 0.1% for2016,2015
and2014.
ln addition to fluctuations in operations and maintenance
expense reported above, we have OPUC approval to defer
certain utility pension costs in excess of what is currently
recpvered in customer rates. This pension cost deferral is
recorded to a regulatory balancing account, which stabilizes
the amount of operations and maintenance expense each
year. Forthe years ended December 31, 2016, 2015 and
2014we deferred pension expenses totaling $6.3 million,
$8.2 million and $4.6 million, respectively. As a result,
increased pension costs had a minimal effect on operations
and maintenance expense in 2016, 2015 and 2014, with the
increase principally related to the costs allocated to our
Washington operations, which are not covered by the
pension balancing account. For further explanation of the
pension balancing account, see Note 8 and "Regulatory
Matters-Rate Mechanisms-Pensrbn Cost Defena| and
Prepaid Penslon Assets," above for further explanation of
the pension balancing account.
Depreciation and Amortization
Depreciation and amortization highlights include.
ln millions 2016 2015 2014
Depreciation and amortization $ 82.3 $ 80.9 $ 79-2
2016 COMPARED TO 2015. Depreciation and amortization
expense increased by $1.4 million due to utili$ plant
additions that included investments in our natural gas
transmission and distribution system, storage facilities, and
technology.
2015 COMPARED TO 2014. Depreciation and amortization
expense increased by $1.7 million due to utility plant
additions that included natural gas transmission and
distribution system investments and computer software.
Other lncome (Expense), Net
Other income (expense), net highlights include:
2016ln millions 2015 2014
Gains from company-
owned life insurance
lnterest income
Loss from equity
investments
Net interest income
(expense) on defered
regulatory accounts
Other non-operating
1.7 $
0.1
(0.1)
2.2 $
0.1
(0 1)
(0 1)
(2.1)
$
8.2
(2.7)
2.0
0.1
(0 2)
2.4
(2.4)
Total other income
(expense), net _t___19.O $ ?1_ _t__ 1s
2015 COMPARED TO 2015. Other income (expense), net,
decreased $8.3 million primarily due to the recognition of
$5.3 million of the equity component in interest income from
our deferred environmental expenses in the prior year,
which did not recur in 2016. We recognized the equity
earnings of these deferred regulatory asset balances as a
result of the OPUC SRRM Order we received in February
2015. ln addition, a January 2016 Order from the OPUC
resulted in a write-off of $2.8 million of interest during 2016.
2015 CoMPARED To 2014. Other income (expense), net,
increased $5.8 million primarily due to the recognition of the
equity component in interest income from our deferred
environmental expenses. We realized the equity earnings of
these deferred regulatory asset balances as a result of the
OPUC SRRM Order we received in February 2015.
lnterest Exoense. Net
lnterest expense, net highlights include
ln millions 2016 2015 2014
lnterest expense, net $ 39.1 $ 42.5 $ 44.6
2016 COMPARED To 2015. lnterest expense, net of amounts
capitalized, decreased $3.4 million primarily due to the
redemption of $40 million of utility First Mortgage Bonds
(FMBs) in June 2015 and the early retirement of $20 million
of Gill Ranch's debt in December 2015, which included a
make whole interest provision.
2015 COMPARED To 2014. lnterest expense, net of amounts
capitalized, decreased $2.1 million primarily due to the
redemption of $40 million of utility FMBs in June 20'15, $60
million of utility FMBs in 2014, and the retirement of $20
million of Gill Ranch's debt in June 2014. This was partially
offset by the early retirement of $20 million of Gill Ranch's
debt in December 2015, which included a make whole
interest provision.
lncome Tax Expense
lncome tax expense highlights include:
ln millions 2016 2015 2014
lncome tax expense
Effective tax rate
$ 40.7 $
4O.9o/o
35.8 $ 41.6
4O.Oo/" 41.5o/o
Exhibit No. 1
J. Palfreyman, NW Natural38
40
2016 GoMPARED To 20'15. The increase in the effective
income tax rate is due to lower benefits of depletion
deductions from our gas reserves activity.
2015 CoMPARED TO 2014. The decrease in the effective
income tax rate reflects the benefits of depletion deductions
from our gas reserves activity.
FINANCIAL CONDITION
Capital Structure
One of our long-term goals is to maintain a strong
consolidated capital structure, generally consisting of 45o/o
to 50% common stock equity and 50% to 55% long{erm
and short-term debt, and with a target utility capital structure
of 50% common stock and 50% long{erm debt. 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 7.
Achieving the target capital structure and maintaining
sufficient liquidity to meet operating requirements are
necessary to maintain attractive credit ratings and provide
acess to capital markets at reasonable costs. Our
consolidated capital structure was as follows:
December 3'l ,
2016 20'15
from the sale of commercial paper notes, as well as
available cash from multi-year credit facilities, short{erm
credit facilities, company-owned life insurance policies, the
sale of long-term debt, and issuances of equity. Utility long-
term debt and equity issuance proceeds are primarily used
to flnance utility capital expenditures, refinance maturing
debt of the utility, and provide temporary funding for other
general corporate purposes of the utility.
Based on our current debt ratings (see "Credlf Ratings"
below), we have been able to issue commercial paper and
long-term debt at attractive rates and have not needed to
borrow or issue letters of credit from our back-up credit
facility. ln the event we are not able to issue new debt due
to adverse market conditions or other reasons, we expect
our near-term liquidity needs can be met using internal cash
flows or, for the utility segment, drawing upon our committed
credit facility. We also have a universal shelf registration
statement filed with the SEC for the issuance of secured
and unsecured debt or equity securities, subject to market
conditions and certain regulatory approvals. As of
December 31, 2016, we have Board authorization to issue
up to $175 million of additional FMBs. We also have OPUC
approval to issue up to $175 million of additional long-term
debt for approved purposes.
ln the event our senior unsecured long-term debt ratings are
downgraded, or our outstanding derivative position exceeds
a certain credit threshold, our counterparties under
derivative contracts could require us to post cash, a letter of
credit, or other forms of collateral, which could expose us to
additional cash requirements and may trigger increases in
short-term borrowings while we were in a net loss position.
We were not near the threshold for posting collateral at
December 31,2016. However, if the credit risk-related
contingent features underlying these contracts were
triggered on December 31 , 2016, assuming our long-term
debt ratings dropped to non-investment grade levels, we
would not have been required to post collateral with our
counterparties. See "Credt| Raftngs" below and Note 13.
Other items that may have a significant impact on our
liquidity and capital resources include pension contribution
requirements, expiration of bonus tax depreciation and
environmental expenditures.
PENSIoN CONTRIBUTIONS. We expect to make significant
contributions to our company-sponsored defined benefit
plan, which is closed to new employees, over the next
several years until we are fully funded under the Pension
Protection Act rules, including the new rules issued under
the Moving Ahead for Progress in the 21st Century Act
(MAP-21) and the Highway and Transportation Funding Act
of 2014 (HATFA). See "Application of CriticalAccounting
Policies-Acco unting for Penslons and Postretirement
Eenefifs" below.
BONUS DEPRECIATIoN. Regarding income tax, 50 percent
bonus depreciation was available for a large portion of our
capital expenditures in2014,2015 and 2016 for both federal
and Oregon. This reduced taxable income and provided
cash flow benefits. The federal Protecting Americans from
Tax Hikes Act of 2O15 became law on December 18, 201 5
and extended federal bonus depreciation through 20'19.
Exhibit No. 1
J. Palfreyman, NW Natural
Common stock equity
Long{erm debt
Short{erm debt, including current
maturities of long{erm debt
Total 100.0% 100.0%
52.4o/o
41.9
5.7
47.5o/o
34.6
17.9
During 2016, changes to our capital structure were primarily
due to issuances of long-term debt instruments and our
equity issuance. The net proceeds from these issuances will
be used for general corporate purposes, primarily to fund
our ongoing utility construction programs and reduce our
short-term debt. See further discussion below in "Cash
Flows - Financing Activities".
Liquiditv and Capital Resources
At December 31, 2016 we had $3.5 million of cash and cash
equivalents compared to $4.2 million at December 31 ,2015.
ln order to maintain sufficient liquidity during periods when
capital markets are volatile, we may elect to maintain higher
cash balances and add short-term borrowing capacity. ln
addition, we may also pre-fund utility capital expenditures
when long-term fixed rate environments are attractive. As a
regulated entity, our issuance of equity securities and most
forms of debt securities are subject to approval by the
OPUC and WUTC. Our use of retained earnings is not
subject to those same restrictions.
For the utility segment, the short-term borrowing
requirements typically peak during colder winter months
when the utility borrows money to cover the lag between
natural gas purchases and bill collections from customers.
Our short{erm liquidity for the utility is primarily provided by
cash balances, internal cash flow from operations, proceeds
39
41
ENVIRONMENTAL EXPENDITURES. Concerning
environmental expenditures, we expect to continue using
cash resources to fund our environmental liabilities. ln 2015,
we received an Order from the OPUC regarding our SRRM
and began recovering amounts through utility rates in
November 2015. ln addition, the OPUC issued a
subsequent Order regarding SRRM implementation in
January 2016. See Note 15, and "Results of Operations-
Reg u I atory M atte rs-En yiro n m e n t a I Costs" above.
GAS STORAGE. Short-term liquidity for the gas storage
segment is supported by cash balances, internal cash flow
from operations, equity contributions from its parent
company, and, if necessary, additional external financing.
The amount and timing of our Gill Ranch facility's cash flows
from year to year are uncertain, as the majority of these
storage contracts are currently short-term. We have seen
slightly higher contract prices for the 2015-16 and 2016-17
storage years, but overall prices are still lower than the long-
term contracts that expired at the end of the 2013-14
storage year. While we expect continuing challenges for Gill
Ranch in 2017 , we do not anticipate material changes in our
ability to access sources of cash for short-term liquidity.
CONSOLIDATED LlQUlDlTY. Based on several factors,
including our current credit ratings, our commercial paper
program, current cash reserves, committed credit facilities,
and our expected ability to issue long-term debt in the
capital markets, we believe our liquidity is sufficient to meet
anticipated near-term cash requirements, including all
contractual obligations, investing, and fi nancing activities
discussed below.
DIVIDEND POLICY. We have paid quarterly dividends on our
common stock each year since 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 will depend upon our earnings, cash flows,
flnancial condition and other factors. The amount and timing
of dividends payable on our common stock is at the sole
discretion of our Board of Directors.
OFF-BALANCE SHEET ARRANGEMENTS. Except for certain
lease and purchase commitments, we have no material off-
balance sheet financing arrangements. See "Contractual
Obligations" below.
Exhibit No. 1
J. Palfreyman, NW Natural
42
40
Contractual Obliqations
The following table shows our contractual obligations at December 31, 2016 by maturity and type of obligation:
Payments Due in Years Ending December 3'1,
ln millions 2017 201 B 2019 2020 2021 Thereafter Total
Short-term debt maturities
Long-term debt maturities
lnterest on long-term debt
Postretirement benefi t payments(1)
Capital leases
Operating leases
Gas purchasese)
Gas pipeline capacity commitments
Other purchase commitments(3)
Other long-term liabilities(a)
Total
$53.3 $
40.0
38.4
24.O
0.2
5.5
78.6
85.7
64.5
17.2
97.0
35.4
25.0
83.5
30.0
33.7
25.9
77.1
0.6
75.0
29.5
26.8
72.0
60.0
24.4
27.7
424.7
202.7
146.9
29.0
296.6
53.3
726.7
364.1
276.3
0.2
48.9
78.6
660.9
74.1
17.2
$b $$$
0.95.4
8.9
5.3 2.8
46.0
0.1
$ 407.4 $ 2ss.2 $ 172.6 $ 206.1 $ 159.1 $ 1,099.9 $ 2,300.3
(1) Postretirement benefit payments primarily consists of two items: (1) estimated qualified defined benefit pension plan payments, which are
funded by plan assets and future cash contributions, and (2) required payments to the Westem States multiemployer pension plan due to
our withdrawal from the plan in December 2013. See Note 8.(2t Gas purchases include contracts which use price formulas tied to monthly index prices. The commitment amounts presented incorporate
the December 2016 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 14.(3) Other purchase commitments primarily consist of base gas requirements and remaining balances under existing purchase orders.(1) Other long-term liabilities includes accrued vacation liabilities for management employees and 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.
ln addition to known contractual obligations listed in the
above table, we have 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 15 for a further discussion of environmental
remediation cost liabilities.
At December 31,2016,611 of our utility employees were
members of the Office and Professional Employees
lnternational Union (OPEIU) Local No. 11. ln May 2014, our
union employees ratified a new labor agreement (Joint
Accord) that expires on November 30, 2019. The Joint
Accord includes the following items: an average annualized
compensation increase of 4% effective June 1, 2014, which
includes a7.9% wage increase to better reflect current
market competitive wages, offset by a reduction in bonus
pay opportunities for union employees; and a scheduled 3%
wage increase effective December 1 each year thereafter,
beginning in 2015 with the potential for up to an additional
3% per year based on wage inflation at or above 4%.fhe
Joint Accord also maintains competitive health benefits,
including a 15o/o lo 20% premium cost sharing by
employees, job flexibility, and other flexibility provisions for
the Company.
Short-Term Debt
Our primary source of utility short-term liquidity is from the
sale of commercial paper and bank loans. ln 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 utility capital
requirements. Commercial paper and bank loans are
periodically refinanced through the sale of long-term debt or
equity securities. Our outstanding commercial paper, which
is sold through two commercial banks under an issuing and
paying agency agreement, is supported by one or more
unsecured revolving credit facilities. See "Credt
Agreements" below.
At December 31, 2016 and 2015, our utility had short-term
debt outstanding of $53.3 million and $270.0 million,
respectively. The effective interest rate on short-term debt
outstanding at December 31 , 2016 and 201 5 was 0.8% and
0.6%, respectively.
ln the fourth quarter of 2015, we entered into a short-term
credit facility loan totaling $50 million, as a short-term bridge
through our peak heating season, which was repaid on
February 4,2016.
Credit Aqreements
We have a $300 million credit agreement, with a feature that
allows the Company to request increases in the total
commitment amount, up to a maximum of $450 million. The
maturity date of the agreement is December 20,2019.
Exhibit No. 1
J. Palfreyman, NW Natural41
43
All lenders under the agreement are major financial
institutions with committed balances and investment grade
credit ratings as of December 31, 2016 as follows:
Credit Ratinqs
Our credit ratings are a factor of our liquidity, potentially
affecting our access to the capital markets including the
commercial paper market. Our credit ratings also have an
impact on the cost of funds and the need to post collateral
under derivative contracts. The following table summarizes
our current debt ratings:
S&P Moody's
ln millions
Lender rating, by category Loan Commitment
234
66fuA
AA,/Aa $
Total $300
Based on credit market conditions, it is possible one or
more lending commitments could be unavailable to us if the
lender defaulted due to lack of funds or insolvency;
however, we do not believe this risk to be imminent due to
the lenders' strong investment-grade credit ratings.
Our credit agreement permits the issuance of letters of
credit in an aggregate amount of up to $100 million. Any
principal and unpaid interest amounts owed on borrowings
under the credit agreements is due and payable on or
before the maturity date. There were no outstanding
balances under this credit agreement at December 3'1, 2016
or 2015. The credit agreement requires us to maintain a
consolidated indebtedness to total capitalization ratio of
7Oo/o ot less. Failure to comply with this covenant would
entitle the lenders to terminate their lending commitments
and accelerate the maturity of all amounts outstanding. We
were in compliance with this covenant at December 31,
2016 and 2015, with consolidated indebtedness to total
capitalization ratios of 47.60/o and 52.5%, respectively.
The agreement also requires us to maintain credit ratings
with Standard & Poor's (S&P) and Moody's lnvestors
Service, lnc. (Moody's) and notify the lenders of any change
in our senior unsecured debt ratings or senior secured debt
ratings, as applicable, by such rating agencies. A change in
our 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. See "Credf Rafings" below.
Commercial paper (short{erm debt)
Senior secured (long{erm debt)
Senior unsecured (long{erm debt)
Corporate credat rating
Ratings outlook
A-1
AA-
nla
A+
P-2
A1
A3
nla
StableStable
The above credit ratings 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 Natural securities. Each rating should be evaluated
independently of any other rating.
Maturitv and Redemption of Lonq-Term Debt
The following debentures were retired:
Years Ended December 31,
ln millions 2016 2015 20'.t4
Utilitv First Mortoaqe Bonds
3.95% Series B due 2014
8.260lo Series B due 2014
4.70% Series B due 2015
5.15% Series B due 2016
$$
25
25 40 60
Subsidiarv Debt
Variable-rate
Fixed-rate 20
$ 25$ 60$ 80
Exhibit No. I
J. Palfreyman, NW Natural
$50
10
40
20
42 4
Cash Flows
Operatinq Activities
Changes in our operating cash flows are primarily affected
by net income, changes in working capital requirements,
and other cash and non-cash adjustments to operating
results.
Operating activity highlights include.
2016 20',t5 2014
Cash provided by operatingactivities$222.1 $184.7$215.7
2016 COMPARED TO 2015. The significant factors
contributing to the $37.5 million increase in operating cash
flows provided by operating activities were as follows:. a net increase of $29.4 million from changes in working
capital related to cold weather in December 2016 and
its impact on receivables, inventories, and accounts
payable; and. an increase of $27.6 million in tax related accounts
primarily due to a federal tax refund and an increase in
accrued taxes and net deferred tax liabilities primarily
due to the enactment of bonus depreciation;. an increase of $17.7 million from increased cash
collections from our decoupling mechanism;. an increase of $9.8 million from collections under the
SRRM; partially offset by. a decrease of $42.1 million from changes in deferred
gas cost balances due to lower natural gas prices than
those embedded in the PGA, which also resulted in a
$19.4 million early credit to customers' bills in June
2016.
2015 COMPARED TO 2014. The significant factors
contributing to the $31.0 million decrease in operating cash
flows were as follows:. a decrease of $99.4 million in deferred environmental
recoveries, net of expenditures, reflecting the receipt of
insurance settlements during 2014,. an increase of $55.0 million from changes in deferred
gas costs balances, which reflected lower actual gas
prices than prices embedded in the PGA compared to
the prior year;. an increase of $15.0 million from regulatory
disallowance of prior environmental cost deferrals in
2015;. a decrease of $5.3 million from a non-cash recognition
of interest income on deferred environmental expenses
related to our SRRM order;. a net decrease of $3.6 million from changes in working
capital related to receivables, inventories and accounts
payable due to warmer weather in 2015 compared to
2014: and. an increase of $1.8 million from changes in regulatory
balances, other assets and liabilities, and accrued
taxes.
During the year ended December 31, 2016, we contributed
$14.5 million to our utility's qualified defined benefit pension
plan, compared to $14.1 million for 2015 and $10.5 million
for 2014. The amounts and timing of future contributions will
depend on market interest rates and investment returns on
the plans'assets. See Note 8.
Bonus depreciation of 50% has been available for federal
and Oregon purposes in2014,2015 and 2016. This
reduced taxable income and provided cash flow benefits.
Bonus depreciation for 2014 and 2015 was not enacted until
December 19,2014 and December 18,2O15, respectively.
ln both cases it was extended retroactively back to January
1 of the respective year. As a result, estimated income tax
payments were made throughout 2014 and 2015 without the
benefit of bonus depreciation for the year. This delayed the
cash flow benefit of bonus depreciation until refunds could
be requested and received. We received refunds of federal
income tax overpayments of $7.9 million and $2.0 million in
during 2016 and 2015, respectively. As a result of the
Federal Protecting Americans From Tax Hikes Act of 2015,
bonus depreciation is now enacted through 2019.
Accordingly, we do not anticipate similar refunds from
income tax overpayments related to bonus depreciation, in
the near future.
We have lease and purchase commitments relating to our
operating activities that are financed with cash flows from
operatlons. For information on cash flow requirements
related to leases and other purchase commitments, see
"Financial Condition-Contractual Obligations" above and
Note 14.
lnvestinq Activities
lnvesting activity highlights include:
ln millions 2016 2015 2014
Total cash (used in) provided
by investing activities
Capital expenditures
$ (136.6) $ (115.3) $ (144.3)
(13e.s) (118.3) (120.1)
2016 COMPARED TO 2015. The $21.3 million increase in
cash used in investing activities was primarily due to higher
utility capital expenditures related to improvements at our
Newport LNG facility in Oregon, additional infrastructure
investments ln Clark Coung, Washington, and capital
expenditures for our North Mist gas storage expansion
project.
2015 coMPAREo TO 2014. The $29.0 million decrease in
cash used in investing activities was primarily due to lower
contributions from our gas reserve investments, which
decrease due to regular amortization, compared to 2014 as
NW Natural ended its original drilling program with Encana
in 2014.
Over the flve-year period 2017 through 2021, total utility
capital expenditures are estimated to be between $850 and
$950 million. This range includes the total estimated cost of
our North Mist gas storage facility expansion, which is
approximately $128 million. As of December 31, 2016, we
had invested $21 million in the expansion. The majority of
the North Mist capital expenditures, $80 million to $90
million, are expected in2017, with the remaining investment
in 2018. We anticipate placing the expansion into service for
the winter of 201 8-19. Our five-year capital expenditure
range also includes estimated capital expenditures between
$75 million to $85 million related to planned upgrades and
refurbishments to storage facilities, including our existing
liquefied natural gas facilities in Oregon and our Mist
storage facility. ln addition, we plan to spend approximately
$20 million to upgrade distribution infrastructure in Clark
Exhibit No. 'l
J, Palfreyman, NW Natural43
In millions
County, Washington through 2019. The estimated level of
utility capital expenditures through 2021 reflects
assumptions for continued customer growth, technology
investments, distribution system maintenance and
improvements, and gas storage facilities maintenance. Most
of the requlred funds are expected to be internally
generated over the five-year period, with short-term and
long{erm debt and bridge financing providing liquidity.
lncluded in the flve year period, 2017 utility capital
expenditures are estimated to be between $225 and $250
million, and non-utili$ capital investments of less than $5
million. Additional spend for gas storage and other
investments during and after 2017 are expected to be paid
from working capital and additional equity contributions from
NW Natural as needed.
Financino Activities
Financing activity highlights include.
ln millions 2016 2015 2014
Total cash (used in) provided
by financing activities
Change in short-term debt
Change in long{erm debt
Change in common stock
issued, net 60.1 3.9
requirements under federal law. Our qualified deflned
beneflt pension plan was underfunded by $165.8 million at
December 31, 2016. We plan to make contributions during
2017 of $19.4 million. See Note 8 for further pension
disclosures.
Ratios of Earninos to Fixed Charqes
For the years ended December 31, 2016, 2015, and2014,
our ratios of earnings to fixed charges, computed using the
method outlined by the SEC, were 3.39, 3.00, and 3.13,
respectively. For this purpose, earnings consist of net
income before income taxes plus fixed charges, and fixed
charges consist of interest on all indebtedness, the
amortization of debt expense and discount or premium and
the estimated interest portion of rentals charged to income.
See Exhibit 12 for the detailed ratio calculation.
Continqent 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, 2016, our total estimated liability related to
environmental sites is $119.7 million. See Note 15 and
"Results of Operations-Regu latory Matters-Rate
Mechanisms- Envi ronm ental Cosfs" above.
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.
Exhibit No. 1
J. Palfreyman, NW Natural
$ (86.2) $
(216.7)
125.0
(74.7) $
35.3
(60.0)
(71.3)
46.5
(80.0)
9.0
2016 COMPARED TO 2015. The $11.5 million increase in cash
used in financing activities was primarily due to higher
repayments of short term loans and commercial paper of
$252 million, partially offset by proceeds from $150 million
of long-term debt issued in December 2016 and $53 million
of common stock issued in November 20'16, along with a
$35 million decrease in repayments of long-term debt as
compared to 2015.
2015 COMPARED TO 2014. The $3.4 million increase in cash
used in financing activities was primarily due to redeeming
$20 million less debt in 2015 compared to 2014. Partially
offsetting the increase was the issuance of $11.2 million
less of net commercial paper and short-term loans in 2015
compared to 2014.
Pension Cost and Fundinq Status of Qualified
Retirement Plans
Pension costs are determined in accordance with
accounting standards for compensation and retirement
benefits. See "Application of Critical Accounting Policies and
Estimates - Accounting for Pensions and Postretirement
Benefit{ below. Pension expense for our qualified defined
benefit plan, which is allocated between operations and
maintenance expenses, capital expenditures, and the
deferred regulatory balancing account, totaled $17.3 million
in 2016, a decrease of $3.5 million from 2015. The fair
market value of pension assets in this plan Increased to
$257.7 million at December 31, 2016 from $249.3 million at
December 31 ,2015. The increase was due to a return on
plan assets of $12.6 million and $14.5 million in employer
contributions, offset by benefit payments of $18.7 million.
We make contributions to the company-sponsored qualified
defined benefit pension plan based on actuarial
assumptions and estimates, tax regulations and funding
44
/16
APPLICATION OF CRITICAL ACCOUNTING POLICIES
AND ESTIMATES
ln preparing our financial statements in accordance with
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 our critical accounting policies to be those which
are most important to the representation of our 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 we reported under different
conditions or used different assumptions. Our most critical
estimates and judgments 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.
Management has discussed its current estimates and
judgments used in the application of critical accounting
policies with the Audit Committee of the Board. Within the
context of our 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. For a description of recent
accounting pronouncements that could have an impact on
our financial condition, results of operations or cash flows,
see Note 2.
Requlatorv Accountinq
Our utility is regulated by the OPUC and WUTC, which
establish the rates and rules governing utility services
provided to customers, and, to a certain extent, set forth
special arcounting treatment for certain regulatory
transactions. ln general, we use the same accounting
principles as non-regulated companies reporting under
GAAP. However, authoritative guidance for regulated
operations (regulatory accounting) requires dlfferent
accounting treatment for regulated companies to show the
effects of such regulation. For example, we account 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 Mechanism s-P u rch ased G as Adj u stme nt"
above. There are other expenses and revenues that the
OPUC or WUTC may require us to defer for recovery or
refund in future periods. Regulatory accounting requires us
to account for these types of deferred expenses (or deferred
revenues) as regulatory assets (or regulatory liabilities) on
the balance sheet. When we are allowed to recover these
regulatory assets from, or are required to refund regulatory
liabilities to, customers, we recognize the expense or
revenue on the income statement at the same time we
realize the adjustment to amounts included in utility rates
charged to customers.
The conditions we must satisfy 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.
Because our utility satisfles all three conditions, we continue
to apply regulatory accounting to our utility operations.
Future accounting changes, regulatory changes or changes
in the competitive environment could require us 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, we believe it is reasonable to expect continued
application of regulatory accounting for our utility activities.
Further, it is reasonable to expect the recovery or refund of
our regulatory assets and liabilities at December 31, 2016
through future customer rates. lf we should determine all or
a portion of these regulatory assets or liabilities no longer
meet the criteria for continued application of regulatory
accounting, then we 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 as of December 31,2016 and 20'15
were assets of $10.3 million and $70.7 million, respectively.
See Note 2.
Revenue Recoqnition
Utility and non-utility 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 our policy regarding accrued unbilled
revenue for both the utility and non-utility revenues, 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%:
2016
ln millions Up 1% Down 1%
Unbilled revenue increase (decrease) $ 0.6 $
Utility margin increase (decrease)(1)
Net income increase (decrease)(1)(1) lncludes impact of regulatory mechanisms including decoupling
mechanism.
(0.6)
Derivative !nstruments and Hedqinq Activities
Our 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. We enter into financial derivative contracts to
hedge a portion of our utility's natural gas sales
requirements. These contracts include swaps, options, and
combinations of option contracts. We primarily use these
derivative financial instruments to manage commodity price
Exhibit No. 1
J. Palfreyman, NW Natural45
47
variability. A small portion of our derivative hedging strategy
involves foreign currency exchange contracts.
Derivative instruments are recorded on our balance sheet at
fair value. lf 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 (see Note 2, "lndustry
Regulation'), and no unrealized gain or loss is recognized in
current income. 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, utility customers
in future periods (see"Regulatory Accounting'l above). lf 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 (see Note 2, "Derivatives" and
"lndustry Regulation') which is either in current income or in
accumulated other comprehensive income or loss (AOCI or
AOCL). Our derivative contracts outstanding at December
31 , 2016, 201 5 and 2014 were measured at fair value using
models or other market accepted valuation methodologies
derived from observable market data. Our estimate of fair
value may change significantly from period-to-period
depending on market conditions and prices. These changes
may have an impact on our results of operations, but the
impact would largely be mitigated due to the majority of our
derivative activities being subject to regulatory deferral
treatment. For estimated fair value of unrealized gains and
losses, see Note 13.
The following table summarizes the amount of gains and
losses realized from commodity price transactions for the
last three years:
ln millions 2016 2015 20't4
Net utility gain (loss) on
Commodity
Swaps
Options
Total net gain (loss)
realized
$ (26.e) $ (37.7) $ 10.5
$ (26.e) $ (37.7) $ 10.5
Realized gains and losses from commodity hedges shown
above were recorded as decreases or increases to cost of
gas, respectively, and were included in our annual PGA
rates.
Pensions and Postretirement Benefits
We maintain 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. We also have a qualifled
defined contribution plan (Retirement K Savings Plan) for all
eligible employees. Only the qualified defined beneflt
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. These plans
are not available to employees at any of our subsidiary
companies. 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. The
postretirement Welfare Benefit Plan for non-union
employees was also closed to new pa(icipants several
years ago.
Net periodic pension and postretirement benefit costs
(retirement benefit costs) and projected beneflt 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 8. These key
assumptions have a significant impact on the pension
amounts recorded and disclosed. Retirement beneflt costs
consist of service costs, interest costs, the amortization of
actuarial gains, losses and prior service costs, the expected
returns on plan assets and, in part, on a market-related
valuation of assets, if applicable. The market-related asset
valuation reflects differences between expected returns and
actual investment returns, which we recognize over a three-
year period or less from the year in which they occur,
thereby reducing year-to-year volatility in retirement benefit
costs.
Accounting standards also require balance sheet
recognition of the overfunded or underfunded status of
pension and postretirement benefit plans in AOCI orAOCL,
net of tax, based on the fair value of plan assets compared
to the actuarial value of future benefit obligations. However,
the retirement beneflt costs related to our qualified defined
beneflt pension and postretirement benefit plans are
generally reepvered in utility rates, which are set based on
accounting standards for pensions and postretirement
benefit expenses. We received approval from the OPUC to
recognize the overfunded or underfunded status as a
regulatory asset or regulatory liability based on expected
rate recovery, rather than including it as AOCI oTAOCL
under common equity. See"Regulatory Accounting" above
and Note 2, "Industry Regulation".
The OPUC allows us to defer a portion of our pension
expense above or below the amount set in rates to a
regulatory balancing account on the balance sheet. At
December 31, 2016, the cumulative amount deferred for
future pension cost recovery was $50.9 million. The
regulatory balancing account includes the recognition of
accrued interest on the account balance at the utility's
authorized rate of return, with the equity portion of this
interest being deferred until amounts are collected in rates.
A number of factors, as discussed above, are considered in
developing pension and postretirement benefit assumptions.
For the December 31 , 2016 measurement date, we
reviewed and updated the following key assumptions.. our weighted-average discount rate assumptions for
pensions was 4.00% for 2016 and 4.21% for 2015, and
our weighted-average discount rate assumptions for
other postretirement benefits was 3.85% for 2016 and
4.00% for 2015. The 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 Citigroup
Above Median Curve, which consists of high quality
Exhibit No. 1
J. Palfreyman, NW Natural
48
46
bonds rated AA- or higher by S&P orAa3 or higher by
Moody's;
our expected annual rate of future compensation
increases, which was revised from a range of 3.25o/o to
5.0% at December 31 ,2015 to a range ot 3.25o/o lo
4.5o/o at December 31, 2016;
our expected long-term return on qualified defined
beneflt plan assets, which remained unchanged at a
rale of 7 .5Oo/o;
our mortality rate assumptions were updated from
RP-2014 mortality tables for employees and healthy
annuitants with a fully generational projection using
scale MP-2014 to corresponding RP-2006 mo(ality
tables using scale MP-20'15, which partially offset
increases in our projected beneflt obligation; and
other key assumptions, which were based on actual
plan experience and actuarial recommendations.
At December 31, 2016, our net pension liability (benefit
obligations less market value of plan assets) for the
qualified deflned benefit plan increased $3.3 million
compared to 2015. The increase in our net pension liability
is primarily due to the $11.7 million increase in our pension
benefit obligation, offset by an increase of $8.4 million in
plan assets. The liability for non-qualified plans increased
$0.5 million, and the liability for other postretirement benefits
decreased $1.7 million in 2016.
We determine the expected long-term rate of return on plan
assets by averaging the expected earnings for the target
asset portfolio. ln developing our expected return, we
analyze historical actual performance and long{erm return
projections, which gives consideration to the current asset
mix and our target asset allocation. As of December 3'1 ,
2016, the actual annualized returns on plan assets, net of
management fees, for the past one-year, flve-years, and 10-
years were 5.7 ok, 6. 4o/o, and 3.2%, respectively.
We believe our pension assumptions to be appropriate
based on plan design and an assessment of market
conditions. However, the following shows the sensitivity of
our retirement benefit costs and benefit obligations to
changes in certain actuarial assumptions:
increases, which reduces the level of minimum required
contributions in the near-term but generally increases
contributions in the long-run as well as increasing the
operational costs of running a pension plan. Prior to the
MAP-21 Act, we were using interest rates based on a 24-
month average yield of investment grade corporate bonds
(also referred to as "segment rate") to calculate minimum
contribution requirements. MAP-21 Act established a new
minimum and maximum corridor for segment rates based
on a 25-year average of bond yields, which is to be used in
calculating contribution requirements. ln August 2014,
HATFAwas signed and extends certain aspects of MAP-21
as well as modifies the phase-out periods for the limitations.
As a result we anticipate lower contributions over the next
five years with contributions increasing thereafter.
lncome Taxes
Valuation Allowances
We recognize deferred tax assets to the extent that we
believe these assets are more likely than not to be realized.
ln making such a determination, we consider the available
positive and negative evidence, including future reversals of
existing taxable temporary differences, projected future
taxable income, tax-planning strategies, and results of
recent operations. The most significant deferred tax asset
currently recorded is for alternative minimum tax credits. We
have determined that we are more likely than not to realize
all recorded deferred tax assets as of December 31, 2016.
See Note 9.
Uncertain Tax Benefits
The calculation of our 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. We
participate in the Compliance Assurance Process (CAP)
with the lnternal Revenue Service (lRS). Under the CAP
program the Company works 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 2016, 2015, or 2014. See
Note 9.
Reoulatory Matters
Regulatory tax assets and liabilities are recorded to the
extent we believe they will be recoverable from, or refunded
to, customers in future rates. At December 31, 2016 and
2015, we had regulatory income tax assets of $43.0 million
and $47.4 million, respectively, representing future rate
recovery of deferred tax liabilities resulting from differences
in utility plant financial statement and tax basis and utility
plant removal costs. These deferred tax liabilities, and the
associated regulatory income tax assets, are currently being
recovered through customer rates. See Note 2.
Tax Leqislation
When signiflcant 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
Exhibit No. 1
J. Palfreyman, NW Natural
49
Dollars in millions
Change in
Assumption
lmpact on
2016
Retirement
Benefit
Costs
lmpact on
Retirement
Benefit
Obligations
at Dec. 31,
201 6
Discount rate:
Qualified defined
benefit plans
Nonqualified plans
Other
postretirement
benefits
(0.25)o/o
(0.25)
$ 1.2 $
0.1
0.7
13.9
0.8
0.8
N/A
Expected long{erm
return on plan assets:
Qualified defined
benefit plans
ln July 2012, President Obama signed into law the MAP-21
Act. This legislation changed several provisions affecting
pension plans, including temporary funding relief and
Pension Benefit Guaranty Corporation (PBGC) premium
47
materially affect existing assumptions used in making
estimates of tax related balances.
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. ln 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, un it-of-property
guidance applicable to natural gas distribution networks has
not yet been issued and is expected in 2016. We will further
evaluate the effect of these regulations after this guidance is
issued, but believe our current method is materially
consistent with the new regulations and do not expect these
regulations to have a material effect on our financial
statements.
The Federal Protecting Americans From Tax Hikes Act of
2015 became law on December 18, 20'15 and extended
federal bonus depreciation through 2019. See "Financial
Conditions-Cash Flows" above.
Environmental Continqencies
We account for environmental liabilities 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, estlmated
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 our environmental policy refer to Note 2. For a
discussion of our current environmental sites and liabilities
refer to Note 15 and "Contingent Liabilities" above. ln
addition, for information regarding the regulatory treatment
of these costs and our regulatory recovery mechanism, see
"Results of Operations-Regulatory Matters-Rate
Mechanisms- Envi ron m e ntal Cosfs" above.
lmpairment of Lonq-Lived Assets
We review the carrying value of longJived 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 signiflcant 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. lf 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.
We determined there were no long-lived asset impairments
in 2016.
ln 2O15, our Gill Ranch Storage facility within our Gas
Storage Segment was reviewed for impairment. This
analysis demonstrated sufficient headroom, as the
undiscounted cash flows were in excess of the carrying
value of the asset and no impairment was indicated. There
are no significant changes to the undiscounted cash flow
assumptions or other triggering events requiring further
assessment for impairment in 2016. The cash flows assume
a recovery of storage pricing and the ability to contract with
higher value customers. Accordingly, if new regulation and
legislation require significant capltal and on-going spending
to upgrade or maintain the facility, we are unsuccessful in
identifying new higher value customers, future storage
values do not improve, increased demand and other
favorable market correlations for natural gas storage do not
materialize, and/or volatility does not return to the gas
storage market, this could have a negative impact on our
future cash flows and could result in impairment of our Gill
Ranch gas storage facility, which had a net book value of
$196.9 million at December 31,2016. The Company
continues to assess these conditions along with other
strategic alternatives and their impact on the value of the
asset on an ongoing basis.
Exhibit No. I
J. Palfreyman, NW Natural
50
48
ITEM 7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
We 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 our exposure to these risks.
Commoditv Supplv Risk
We enter into spot, short-term, and long{erm natural gas
supply contracts, along with associated pipeline
transportation contracts, to manage our commodity supply
risk. Historically, we have arranged for physical delivery of
an adequate supply of gas, including gas in our Mist storage
and off-system storage facilities, to meet expected
requirements of our core utility customers. Our 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 our physical gas
counterparties. Notional amounts under physical gas
contracts were $3.4 million and $7.0 million as of December
31, 2016 and 2015, respectively.
Commodifu 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. We manage commodity price risk 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
reseryes volumes are generally included in our annual PGA
filing for recovery, subject to a regulatory prudence review.
Notional amounts under financial derivative contracts were
$123.6 million and $95.5 million as of December 3'1, 2016
and 2015, respectively. The fair value of financial swaps as
of December 31, 2016 was an unrealized gain of $15.4
million with future cash inflows of $13.0 million in 2017 and
$2.7 million in 2018 and an outflow of $0.3 million in 201 9.
Interest Rate Risk
We 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. lnterest rate risk
is primarily managed through the issuance of fixed-rate debt
with varying maturities. We may also enter into financial
derivative instruments, including interest rate swaps, options
and other hedging instruments, to manage and mitigate
interest rate exposure. We did not have any interest rate
swaps outstanding as of December 3'1 , 2016 or 201 5.
Foreiqn Currencv 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 our
commodity-related demand and reservation charges paid in
Canadian dollars. Notional amounts under foreign currency
forward contracts were $7.5 million and $9.0 million as of
December 31, 2016 and 2015, respectively. lf all of the
foreign currency forward contracts had been settled on
December 31, 2016, a loss of $0.1 million would have been
realized. See Note'13.
Credit Risk
Credit Exoosure to Natural Gas Supoliers
Certain gas suppliers have either relatively low credit ratings
or are not rated by major credit rating agencies. To manage
this supply risk, we purchase gas from a number of different
suppliers at liquid exchange points. We evaluate and
monitor suppliers' creditworthiness and maintain the ability
to require additional financial assurances, including
deposits, letters of credit, or surety bonds, in case a supplier
defaults. ln the event of a supplier's failure to deliver
contracted volumes of gas, the regulated utility would need
to replace those volumes at prevailing market prices, which
may be higher or lower than the original transaction prices.
We expect these costs would be subject to our PGA sharing
mechanism discussed above. Since most of our commodity
supply contracts are priced at the daily or monthly market
index price tied to liquid exchange points, and we have
adequate storage flexibility, we believe it is unlikely a
supplier default would have a material adverse effect on our
financial condition or results of operations.
Credit Exoosure to Financial Derivative Counterparties
Based on estimated fair value at December 31, 2016, our
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 us money. Therefore, our 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. Due to potential changes in market conditions and
credit concerns, we continue to enforce strong credit
requirements. We actively monitor and manage our
derivative credit exposure and place counterparties on hold
for trading purposes or require cash collateral, letters of
credit, or guarantees as circumstances warrant.
The following table summarizes our 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:
Financial Derivative Position by Credit Rating
Unrealized Fair Value Gain (Loss)
ln millions 2016 2015
$13.7 $
1.7
AA,/Aa
A/A
Total
(20.0)
(3.2)
Exhibit No. 1
J. Palfreyman, NW Natural49
51
$ 15.4 $ (23.2)
ln most cases, we also mitigate the credit risk of financial
derivatives by having master netting arrangements with our
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 we have master contracts in place with each
of our derivative counterparties that include provisions for
posting or calling for collateral. Generally we can obtain
cash or marketable securities as collateral with one day's
notice. We use various collateral management strategies to
reduce liquidity risk. The collateral provisions vary by
counterparty but are not expected to result in the significant
posting of collateral, if any. We have performed stress tests
on the portfolio and concluded the liquidity risk from
collateral calls is not material. Our derivative credit exposure
is primarily with investment grade counterparties rated AA-/
Aa3 or higher. Contracts are diversified across
counterparties to reduce credit and liquidity risk.
At December 31, 2016, the Company's financial derivative
credit risk on a volumetric basis was geographically
concentrated 29% in the United States and 71% in Canada,
based on our counterparties' location. At December 31,
2015, the Company's financial derivative credit risk on a
volumetric basis was geographically concentrated 41% in
the United States and 59% in Canada with our
counterparties.
Credit Exoosure to lnsurance Comoanies
Our credit exposure to insurance companies for loss or
damage claims could be material. We regularly monitor the
financial condition of insurance companies who provide
general liability insurance policy coverage to NW Natural
and its predecessors.
We have a weather normalization mechanism in Oregon;
however, we are exposed to weather risk primarily from our
regulated utility business. A large percentage of our utility
margin is volume driven, and current rates are based on an
assumption of average weather. Our weather normalization
mechanism in Oregon is for residential and commercial
customers, which is intended to stabilize the recovery of our
utility's 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, 2016,
approximately 9% of our Oregon customers had opted out.
ln addition to the Oregon customers opting out, our
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 2Oo/o of all residential
and commercial customers. See "Results of Operations-
Regulatory Matters-Rate Mechanisms-WARM" above.
Exhibit No. 1
J. Palfreyman, NW Natural50
52
Weather Risk
ITEM B. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
TABLE OF CONTENTS
Page
1. Management's Report on lnternal Control Over Financial Reporting
2. Report of lndependent Registered Public Accounting Firm
3. ConsolidatedFinancialStatements:
Consolidated Statements of Comprehensive lncome for the Years Ended December 31, 2016,2015, and 2014
Consolidated Balance Sheets at December 31, 2016 and 20'15
Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2016, 2015, and 2014
Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015, and 2014
Notes to Consolidated Financial Statements
4. QuarterlyFinanciallnformation
5. Supplementary Data for the Years Ended December 31 , 2016,2015, and 2014.
Financial Statement Schedule
Schedule ll - Valuation and Qualifying Accounts and Reserves 88
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 flnancial statements.
Exhibat No. 1
J. Palfreyman, NW Natural
53
52
53
u
55
57
58
59
88
51
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in
Rules 13a-15(f) or 1 5d-15(f) under the Securities Exchange Act of 1934, as amended. Our 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 (GAAP). Our 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 GAAP, and that receipts and expenditures are being made only in accordance with authorizations of
management and the Board of Directors; and
(iii) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of
our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over flnancial 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.
Management assessed the effectiveness of our internal control over financial reporting as of December 3'l , 2016. ln making this
assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in lntemal Control-lntegrated Framework (2013).
Based on our assessment and those criteria, management has concluded that we maintained effective internal control over
financial reporting as of December 31,2016.
The effectiveness of internal control over financial reporting as of December 31 , 2016 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/ Brody J. Wilson
Brody J. Wilson
Chief Financial Officer, Treasurer, Chief Accounting Officer and
Controller
February 27,2017
Exhibit No. 1
J, Palfreyman, NW Natural*52
REPORT OF INDEPENDE'VTREG'STERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Northwest Natural Gas Company.
ln our opinion, the consolidated flnancial statements listed in the accompanying index present fairly, in all material respects, the
financial position of Northwest Natural Gas Company and its subsidiaries at December 31, 2016 and 2015, and the results of
their operations and their cash flows for each of the three years in the period ended December 31, 2016 in conformity with
accounting principles generally arcepted in the United States of America. ln addition, in our opinion, the financial statement
schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in lnternal
Control - lntegrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). The Company's management is responsible for these financial statements and financial statement schedule, 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 Management's Report on lnternal Control over Financial Reporting. Our
responsibility is to express opinions on these financial statements, on the flnancial statement schedule, and on the Company's
internal control over flnancial reporting based on our integrated audits. We conducted our audits in accordance with the
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and
whether effective internal control over flnancial reporting was maintained in all material respects. Our audits of the financial
statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and signiflcant estimates made by management, and evaluating the overall financial
statement presentation. Our audit of internal control over financial repo(ing 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.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of flnancial 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.
/s/ PricewaterhouseCoopers LLP
Portland, Oregon
February 27,2017
Exhibit No. 1
J. Palfreyman, NW Natural53
55
NORTHWEST NATURAL GAS COMPANY
CONSO LI DATED STATEM ENTS O F COM PREH ENS IVE I NCOM E
Year Ended December 31,
ln thousands, except per share data 2016 2015 2014
Operating revenues
Operating expenses:
Cost of gas
Operations and maintenance
Environmental remediation
General taxes
Depreciation and amortization
Total operating expenses
lncome from operations
Other income (expense), net
lnterest expense, net
lncome before income taxes
lncome tax expense
Net income
Other comprehensive income:
Change in employee benefit plan liability, net of taxes of $452 for 2016, ($988) for
2015, and $2,857 tor 2014
Amortization of non-qualified employee benefit plan liability, net of taxes of ($624)
for 2016, ($883) for 2015, and ($438) for 2014
Comprehensive income
Average common shares outstanding:
Basic
Diluted
Earnings per share of common stock.
Basic
Diluted
Dividends declared per share of common stock
See Notes to Consolidated Financial Statements
$ 675,967 $ 723,791 $ 7il,037
260,588
149,974
13,298
30,538
82,289
327,305
157,521
3,5'13
30,281
80,923
365,490
136,982
29,407
79,193
536,687 599,543 611,072
139,280
(s43)
39,'128
124,248
7,747
42,539
142,965
1,933
44,563
99,609
40,714
89,456
35,753
100,335
41,643
58,895 53,703 58,692
$ 59J06 $ 56.61? $ U,g?4
$
27,647
27,779
(744)
955
1,561
1,353
27,347
27,417
(4,364)
646
2.13 $
2.12
1.87
27,164
27,223
2.16
2.16
1.85
1.96 $
1.96
1.86
Exhibit No. 1
J. Palfreyman, NW Natural54
56
NORTHWEST NATURAL GAS COMPANY
CONSOLIDATED BALANCE SHEETS
As of December 31,
ln thousands 2016 2015
Assets:
Current assets:
Cash and cash equivalents
Accounts receivable
Accrued unbilled revenue
Allowance for uncollectible accounts
Regulatory assets
Derivative instruments
lnventories
Gas reserves
lncome taxes receivable
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
Other non-current assets
Total non-current assets
Total assets
$3,521 $
66,700
64,946
(1,2e0)
42,362
17,031
54,129
15,926
4,211
68,228
57,987
(870)
69,1 78
2,719
70,868
17,094
7,900
33,46024,728
288,053 330,775
3,208,816
947,916
3,089,380
906,717
2,260,900
100,184
357,530
3,265
68,376
1,493
2J82,663
114,552
370,711
27
68,066
2,616
See Notes to Consolidated Financial Statements
2,791,748 2,738,635
$ 3,079,801 $ 3,069,410
Exhibit No. 1
J. Palfreyman, NW Natural55
57
NORTHWEST NATURAL GAS COMPANY
CONSOLIDATED BALANCE SH EETS
As of December 3'l ,
ln thousands 2016 2015
Liabilities and equity.
Current liabilities:
Short-term debt
Current maturities of long-term debt
Accounts payable
Taxes accrued
lnterest accrued
Regulatory liabilities
Derivative instruments
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
Other non-current liabilities
Total deferred credits and other non-current liabilities
Commitments and contingencies (see Note 14 and Note 15)
Equity.
Common stock - no par value; authorized 100,000 shares; issued and outstanding 28,630
and 27,427 at December 31, 2016 and 2015, respectively
Retained earnings
Accumulated other comprehensive loss
Totalequity
Total liabilities and equity
$53,300 $
39,989
85,664
12.149
5,966
40,290
1,3'15
35,844
270,035
24,973
73,219
10,420
5,873
29,927
22,O92
41,148
274,517 477,687
679,334 569,445
557,085
349,319
225,725
913
142,411
530,021
339,287
223,105
3,447
145,446
1,275,453 1,241,306
445,187
412,261
(6,e51)
383,144
404,990
(7,162)
850,497 780,972
$ 3,079,801 $ 3,069,410
See Notes to Consolidated Financial Statements
Exhibit No. 1
J. Palfreyman, NW Natural56
58
NORTHWEST NATURAL GAS COMPANY
CONSO LI DATED STATEM ENTS O F SHAREHO LDERS' EQ U ITY
ln thousands
Common
Stock
Retained
Earnings
Accumulated
Other
Comprehensive
lncome (Loss)
Total
Equity
Balance at December 31,2013
Comprehensive income (loss)
Dividends on common stock
Tax expense from employee stock plans
Stock-based compensation
Shares issued pursuant to equity based plans
Balance at December 31 ,2014
Comprehensive income
Dividends on common stock
Tax expense from employee stock plans
Stock-based compensation
Shares issued pursuant to equity based plans
Balance at December 31,2015
Comprehensive income
Dividends on common stock
Stock-based compensation
Shares issued pursuant to equity based plans
lssuance of common stock, net of issuance costs
Balance at December 31,2016
$ 364,549 $ 393,681 $
58,692
(50,093)
(117)
'1,646
9,039
375,117 402,280
53,703
(s0,99s)
(10,076)
2,914
(6,358) $
(3,718)
751,872
54,974
(50,093)
(117)
1,646
9,039
767,321
56,617
(50,993)
(118)
3,277
4,868
780,972
59,106
(51,624)
2,924
6,358
52,761
(1 18)
3,277
4,868
383,144
2,924
6,358
52,761
404,990
58,895
(51,624)
(7,162)
211
$ 445,187 $ 412,261 $ (6,951) $ 850,497
See Notes to Consolidated Financial Statements
Exhibit No. 1
J. Palfreyman, NW Natural
59
57
ln thousands
NORTHWEST NATURAL GAS COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
2016 2015 2014
Operating activities:
Net income
Adjustments to reconcile n-et income to cash provided by operations:
Depreciation and amortization
Regulatory amortization of gas reserves
Deferred tax liabilities, net
Qualified defined benefit pension plan expense
Contributions to qualified defined benefit pension plans
Deferred environmental (expenditures) recoveries, net
Regulatory disallowance of prior environmental cost deferrals
lnterest income on deferred environmental expenses
Amortization of environmental remediation
Other
Changes in assets and liabilities:
Receivables, net
lnventories
lncome taxes
Accounts payable
lnterest accrued
Deferred gas costs
Other, net
Cash provided by operating activities
lnvesting activities:
Capital expenditures
Utility gas reserves
Proceeds from sale of assets
Restricted cash
Other
Cash used in investing activities
Financing activities:
Common stock issued, net
Long-term debt issued
Longterm debt retired
Change in short-term debt
Cash dividend payments on common stock
Other
Cash used in financing activities
(Decrease) increase in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
$ 58,895 $ 53,703 $ s8,692
82,289
15,525
32,056
5,274
(14,47O)
(10,469)
3,287
13,298
3,225
80,923
'17,991
26,972
5,697
(14,12O)
(10,568)
15,000
(5,322)
3,513
3,709
2,373
6,964
(6,s41)
(17,175)
(206)
31,918
(1 0,143)
79,193
19,335
24,772
4,984
(10,500)
88,849
1,853
14,948
(1 7,163)
1,709
(2,020)
(1,024)
(23,114)
(24,857)
(7,484)
16,620
9,467
12,380
93
(1O,2O4)
12,365
222,147 184,688 215,657
(139,s11)
521
2,361
(1 18,320)
(1,s49)
410
3,000
1,161
(12O,O92)
(26,798)
175
1,000
1,392
(136,629) (115,2e8) (144,323)
60,122
150,000
(25,000)
(216,735)
(s1,508)
(3,087)
3,875 8,986
(60,000)
35,335
(4e,243)
(4,680)
(80,000)
46,500
(50,093)
3,336
(86,208) (74,713) (71,271)
(6e0)
4,211
(5,323)
9,534
63
9,471
$ 3,521 $ 4,211 $ 9,534
Supplemental disclosure of cash flow information:
lnterest paid, net of capitalization
lncome taxes paid, net of refunds
$ 36,023 $ 39,634
(7,157) 17,306
$ 42,602
19,445
See Notes to Consolidated Financial Statements
Exhibit No. I
J. Palfreyman, NW Natural
60
58
NORTHWEST NATURAL GAS
COMPANY
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
1. ORGANIZATION AND PRINCIPLES OF
CONSOLIDATION
The accompanying consolidated fl nancial statements
represent the consolidated results of Northwest Natural Gas
Company (NW Natural or the Company) and all companies
we directly or indirectly control, either through majority
ownership or otherwise. We have two core businesses: our
regulated local gas distribution business, referred to as the
utility segment, which serves residential, commercial, and
industrial customers in Oregon and southwest Washington;
and our gas storage businesses, referred to as the gas
storage segment, which provides storage services for
utilities, gas marketers, electric generators, and large
industrial users from facilities located in Oregon and
California. ln addition, we have investments and other non-
utility activities we aggregate and report as other.
Our core utility business assets and operating activities are
largely included in the parent company, NW Natural. Our
direct and indirect wholly-owned subsidiaries include NW
Natural Energy, LLC (NWN Energy), NW Natural Gas
Storage, LLC (NWN Gas Storage), Gill Ranch Storage, LLC
(Gill Ranch), NNG Financial Corporation (NNG Financial),
Northwest Energy Corporation (Energy Corp), and NWN
Gas Reserves LLC (NWN Gas Reserves). lnvestments in
corporate joint ventures and partnerships we do not directly
or indirectly control, and for which we are not the primary
beneficiary, are accounted for under the equity method,
which includes NWN Energy's investment in Trail West
Holdings, LLC (TWH) and NNG Financial's investment in
Kelso-Beaver (KB) Pipeline. NW Natural and its affiliated
companies are collectively referred to herein as NW Natural.
The consolidated financial statements are presented after
elimination of all intercompany balances and transactions.
ln this report, the term "utility" is used to describe our
regulated gas distribution business, and the term 'non-
utility" is used to describe our gas storage businesses and
other non-utility investments and business activities.
Certain prior year balances in our consolidated financial
statements and notes have been reclassified to conform
with the current presentation. These reclassifications had no
effect on our prior year's consolidated results of operations,
financial condition, or cash flows.
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 (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.
lndustrv Requlation
Our principal businesses are the distribution of natural gas,
which is regulated by the OPUC and WUTC, and natural gas
storage services, which are regulated by either the FERC or
the CPUC, and to a certain extent by the OPUC and WUTC.
Accounting records and practices of our regulated
businesses conform to the requirements and uniform system
of accounts prescribed by these regulatory authorities in
accordance with U.S. GAAP Our businesses regulated by
the OPUC, WUTC, and FERC earn a reasonable return on
invested capital from approved cost-based rates, while our
business regulated by the CPUC earns a return to the extent
we are able to charge competitive prices above our costs
(i.e. market-based rates).
ln applying regulatory accounting principles, we capitalize or
defer certain costs and revenues as regulatory assets and
liabilities pursuant to orders of the OPUC or WUTC, 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.
Exhibit No. 1
J. Palfreyman, NW Natural
6t
59
At December 31, the amounts deferred as regulatory assets
and liabilities were as follows:
Regulatory Assets
ln thousands 2016 2015
Cunent:
Unrealized loss on derivatives(1)
Gas costs
Environmental costs(2)
Decoupling(3)
Other(a)
Total current
Non-current:
Unrealized loss on derivatives(1)
Pension balancing(5)
lncome taxes
Pension and other postretirement
benefit liabilities
Environmental costs€)
Gas costs
Decoupling(3)
othe/a)
Total non-current
$ 42,362 $ 69,178
$
$ 357,530 $ 370,711
Regulatory Liabilities
ln thousands 2016 2015
This deferal represents the margin adjustment resulting from
differences between actual and expected volumes.
These balances primarily consist of deferrals and amortizations
under approved regulatory mechanisms. The accounts being
amortized typically earn a rate of return or carrying charge.
The deferral of certain pension expenses above or below the
amount set in rates was approved by the OPUC, with recovery
of these deferred amounts through the implementation of a
balancing account, which includes the expectation of lower net
periodic benefit costs in future years. Deferred pension
expense balances include accrued interesl at the utility's
authorized rate of return, with the equity portion of interest
income recognized when amounts are collected in rates.
Estimated costs of removal on certain regulated properties are
collected through rates. See "Accounting Policies-P/anl
Property, and Accrued Asset Removal Cosfs" below.
(3)
(4)
(s)
$ 1,315 $
6,830
9,989
13,067
11,161
22,092
8,717
9,270
18,775
10,324 (6)
Total non-current $ 349,319 $ 339,287(1) unrealized gains or losses on derivativ-es are non-cash iterl-
and, therefore, do not eam a rate of return or a carrying
charge. These amounts are recoverable through utility rates as
part ofthe annual Purchased GasAdjustment (PGA)
mechanism when realized at settlement.(2\ Environmental costs relate to specific sites approved for
regulatory deferral by the OPUC and WUTC. ln Oregon, we
eam a carrying charge on cash amounts paid, whereas
amounts accrued but not yet paid do not earn a carrying
charge until expended. We also accrue a carrying charge on
insurance proceeds for amounts owed to customers. ln
Washington, recovery of deferred amounts will be determined
in a future proceeding. Cunent environmental costs represent
remediation costs management expects to collect from Oregon
customers in the next 12 months. Amounts included in this
estimate are still subject to a prudence and earnings test
review by the OPUC and do not include the $5 million tariff
rider. The amounts allocable to Oregon are recoverable
through utility rates, subject to the aforementioned earnings
test. See Note 15.
The amortization period for our regulatory assets and
liabilities ranges from less than one year to an
indeterminable period. Our regulatory deferrals for gas costs
payable are generally amortized ovet 12 months beginning
each November 1 following the gas contract year during
which the deferred gas costs are recorded. Similarly, most of
our other regulatory deferred accounts are amortized over
12 months. However, certain regulatory account balances,
such as income taxes, environmental costs, pension
liabilities, and accrued asset removal costs, are large and
tend to be amortized over longer periods once we have
agreed upon an amortization period with the respective
regulatory agency.
We believe all costs incurred and deferred at December 31,
2016 are prudent. We annually review all regulatory assets
and liabilities for recoverability and more often if
circumstances warrant. lf 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 we would be required to write off the net
unrecoverable balances in the period such determination is
made.
Environmental Requlatorv Accountinq
On January 27,2016 the OPUC issued an Order regarding
SRRM implementation (2016 Order) in which the OPUC: (1)
disallowed the recovery of $2.8 million of interest earned on
the previously disallowed environmental expenditure
amounts; (2) clarified the state allocation of 96.68% of
environmental remediation costs for all environmental sltes
to Oregon; and (3) confirmed our treatment of $13.8
million of expenses put into the SRRM amortization arcount
was correct and in compliance with prior OPUC orders. As a
result of the 2016 Order, we recognized a $3.3 million non-
cash charge in the flrst quarter, of which $2.8 million is
reflected in other income and expense, net and $0.5
million is included in operations and maintenance expense.
See Note 15 regarding our SRRM.
New Accountinq Standards
We consider the applicability and impact of all accounting
standards updates (ASUs) issued by the Financial
Accounting Standards Board (FASB). Accounting standards
updates not listed below were assessed and determined to
be either not applicable or are expected to have minimal
impact on our consolidated financial position or results of
operations.
913 $
50,863
38,670
3,447
43,748
43,049
184,223
76,584
1,949
6,349
11,362
183,035
63,970
89
5,860
14,130
Cunent:
Gas costs
Unrealized gain on derivatives(1)
otheda)
Total cunent
Non-current:
Gas costs
Unrealized gain on derivatives(1)
Accrued asset removal costs(6)
Other(a)
$ 40,290 $ 29,927
$ 8,054 $
16,624
15,612
14,157
2,659
13,111
$ 1,021
3,265
341,107
3,926
$ 8,869
27
327,047
3,344
60 Exhibit No. 1
J. Palfreyman, NW Natural
62
Recentlv Adopted Accountino Pronouncements
STOCK BASED COMPENSATION. On March 30, 2016, the
FASB issued ASU 2016-09, "Compensation - Stock
Compensation: lmprovements to Employee Share-Based
Payment Accounting." The ASU changes how companies
account for certain aspects of share-based payment awards
to employees, including the accounting for income taxes,
forfeitures, accounting treatments for statutory tax
withholding policy elections, as well as classification in the
statement of cash flows. Currently, tax benefits and
detriments from stock compensation are recorded directly to
equity and under the new guidance, they are charged to
income tax expense. The new guidance also allows for an
entity to account for forfeitures as they occur. Additionally,
the new guidance allows for companies to withhold an
amount up to the applicable maximum statutory tax rate,
without triggering liability classification for the award.
The amendments in this standard are effective for us
beginning January 1,2017. Early adoption is permitted in
any interim or annual period. NW Natural early adopted ASU
20'16-09 in the fourth quarter ended December 31, 2016.
The adoption of this ASU did not materially affect our
financial statements and disclosures.
GOING CONCERN. OnAugust 27,2014, the FASB issued
ASU 2014-15, "Disclosure of Uncertainties about an Entity's
Ability to Continue as a Going Concern." ln connection with
preparing financial statements for each annual and interim
reporting period, the ASU requires an entity's management
to evaluate whether there are conditions or events,
considered in the aggregate, that raise substantial doubt
about the entity's ability to continue as a going concern
within one year after the date that the financial statements
are issued. Disclosures are required when management
identifies conditions or events that raise substantial doubt.
The new requirements were effective for us for the annual
period ended December 31,2016. ThisASU did not
materially affect our financial statements and disclosures, but
required management to assess the company's abili$ to
continue as a going concern for each reporting period.
FAIRVALUE MEASUREMENT. On May 1,2015, the FASB
issued ASU 2O15-O7 , "Disclosures for lnvestments in Certain
Entities That Calculate Net Asset Value per Share (or its
Equivalent)." The ASU removes the requirement to
categorize within the fair value hierarchy all investments for
which fair value is measured using the net asset value per
share practical expedient and also removes certain
disclosure requirements. The new requirements were
effective for us beginning January 1, 2016 and were applied
retrospectively to all periods presented, in this 2016 Form
10-K. This ASU did not materially affect our financial
statements and disclosures, but changed certain
presentation and disclosures of the fair value of certain plan
assets in Note 8, for all periods presented.
INTANGIBLES - GOODWILLAND OTHER INTERNAL.USE
SOFTWARE. On April 15, 2015 the FASB issued ASU
2015-05, "Customer's Accounting for Fees Paid in a Cloud
Computing Arrangement." The ASU provides customers
guidance on how to determine whether a cloud computing
arrangement includes a software license. The new
requirements were effective for us beginning January 1,
20'16 and did not materially affect our financial statements
and disclosures.
DEBT ISSUANCE COSTS. OnApril7,2015, the FASB
issued ASU 2015-03, "Simplifying the Presentation of Debt
lssuance Costs," which requires the presentation of debt
issuance costs in the balance sheet as a direct deduction
from the associated debt Iiability. The new requirements
were effective for us beginning January 1,2016. The new
guidance has been applied on a retrospective basis and is
reflected in our consolidated balance sheets and Note 7.
Accordingly, debt issuance costs totaling $7.4 million and
$7.3 million, as of December 31, 2016 and 2015,
respectively, are now presented as a direct offset to the
associated long-term debt instrument.
Recentlv lssued Accountinq Pronouncements
STATEMENT OF CASH FLOWS. On August 26, 2016, the
FASB issued ASU 2016-15, "Classification of Certain Cash
Receipts and Cash Payments." The ASU adds guidance
pertaining to the classification of certain cash receipts and
payments on the statement of cash flows. The purpose of
the amendment is to clarify issues that have been creating
diversity in practice, including the classification of proceeds
from the settlement of insurance claims and proceeds from
the settlement of corporate-owned life insurance policies.
The amendments in this standard are effective for us
beginning January 1,2018. Early adoption is permitted in
any interim or annual period. We are currently assessing the
effect of this standard and do not expect this standard to
materially affect our financial statements and disclosures.
LEASES. On February 25,2016, the FASB issued ASU
2016-02, "Leases," which revises the existing lease
accounting guidance. Pursuant to the new standard, lessees
will be 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. The standard is effective for us beginning January
1, 2019, and early adoption is permitted. The new standard
must be adopted using a modified retrospective transition
and provides for certain practical expedients. Transition will
require application of the new guidance at the beginning of
the earliest comparative period presented. We are currently
assessing the effect of this standard on our financial
statements and disclosures. Refer to Note 14 for our current
lease commitments.
FINANCIAL INSTRUMENTS. On January 5,2016, the FASB
issued ASU 2016-0'l , "Financial lnstruments - Overall:
Recognition and Measurement of Financial Assets and
Financial Liabilities." The ASU enhances the reporting model
for financial instruments, which includes amendments to
address aspects of recognition, measurement, presentation,
and disclosure. The new standard is effective for us
beginning January 1,2018. Upon adoption, we will be
required to make a cumulative-effect adjustment to the
consolidated balance sheet in the first quarter of 2018. Early
Exhibit No. 1
J. Palfreyman, NW Natural6'l
63
adoption is permitted, and we are currently assessing the
effect of this standard on our financial statements and
disclosures.
REVENUE RECOGNITION. On May 28,2014, the FASB
issued ASU 2O14-O9 "Revenue From Contracts with
Customers." The underlying principle of the guidance
requires entities to recognize revenue depicting the transfer
of goods or services to customers at amounts the entity is
expected to be entitled to in exchange for those goods or
services. The ASU also prescribes a flve-step approach to
revenue recognition: (1) identify the contract(s) with the
customer; (2) identify the separate performance obligations
in the contract(s); (3) determine the transaction price; (4)
allocate the transaction price to separate performance
obligations; and (5) recognize revenue when, or as, each
performance obligation is satisfied. The guidance also
requires additional disclosures, both qualitative and
quantitative, regarding the nature, amount, timing and
uncertainty of revenue and cash flows. The new
requirements prescribe either a full retrospective or
simplified transition adoption method. We are still evaluating
the overall impacts of the standard and have not yet made a
determination of adoption method. Some aspects we are
focused on in our review include considering the impacts this
new standard will have on alternative revenue streams, how
Contributions in Aid of Construction will be accounted for,
and how collectability will be evaluated for certain customer
classes.
ln August 2015, the FASB deferred the effective date by one
year to January 1 , 2018 for annual reporting periods
beginning after December 15,2017 . The FASB also
permitted early adoption of the standard, but not before the
original effective date of January 1, 2017 . We plan to adopt
the new standard effective January 1, 2018.
ln March 2016, the FASB issued a final amendment to clarify
the implementation guidance for principal versus agent
considerations. This update will require us to report franchise
taxes in which we are the principal on a gross basis,
whereas we are currently reporting franchise taxes on a net
basis.
ln April 2016, the FASB issued a final amendment to clarify
the guidance related to identifying performance obligations
and the accounting for licenses of intellectual property. We
do not expect significant impacts based on this update.
ln May 2016, the FASB issued an amendment regarding
narrow scope improvements and practical expedients. We
are currently assessing the impact of this update.
ln December 2016, the FASB issued a final amendment
regarding technical corrections and improvements. We do
not expect significant impacts based on this update.
Accountinq Policies
Plant. Propertv. and Accrued Asset Removal Costs
Plant and property are stated at cost, including capitalized
labor, materials and overhead. ln accordance with regulatory
accounting standards, the cost ofacquiring 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 "AFUDG' below). When constructed
assets are subject to market-based rates rather than cost-
based rates, the flnancing costs incurred during construction
are included in capitalized interest in accordance with U.S.
GAAP, not as regulatory financing costs under AFUDC.
The costs of utility plant retired or otherwise disposed of are
removed from utility 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 non-utility assets,
we record a gain or loss upon the disposal of the property,
and the gain or loss is recorded in operating income in the
consolidated statements of comprehensive income.
Our provision for depreciation of utility 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 utility assets in
service was approximately 2.8% for 2016, 2015, and 2014,
reflecting the approximate weighted-average economic life of
the property. This includes 2016 weighted-average
depreciation rates for the following asset categories.2.To/o
for transmission and distribution planl,2.2% for gas storage
facilities, 4.2% tor general plant, and 2.8o/o for intangible and
other fixed assets.
AFUDC. Certain additions to utility plant includeAFUDC,
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. lf 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 utility cost of service. Our composite AFUDC rate was
O.7o/oin2016,0.4% in 2015, and 0.3% in2014.
IMPAIRMENT OF LONG-LIVED ASSETS. We review the
carrying value of longJived assets whenever events or
Erhibit No. I
J. Palfreyman, NW Natural
64
62
ln 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. ln the rate setting process, the liability for
removal costs is treated as a reduction to the net rate base
on which the regulated utility has the opportunity to earn its
allowed rate of return.
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. lf 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.
We determined there were no long-lived asset impairments
in 2016.
ln 2015, our Gill Ranch Storage facility within our Gas
Storage Segment was reviewed for impairment. This
analysis demonstrated sufficient headroom, as the
undiscounted cash flows were in excess of the carrying
value of the asset and no impairment was indicated. There
are no significant changes to the undiscounted cash flow
assumptions or other triggering events requiring further
assessment for impairment in 2016. The cash flows assume
continued operation of the Gill Ranch storage facility with a
recovery of storage pricing and the ability to contract with
higher value customers. Accordingly, if new regulation and
legislation require significant capital and on-going spending
to upgrade or maintain the facility, we are unsuccessful in
identifying new higher value customers, future storage
values do not improve, increased demand and other
favorable market correlations for natural gas storage do not
materialize, and/or volatilig does not return to the gas
storage market, this could have a negative impact on our
future cash flows and could result in impairment of our Gill
Ranch gas storage facility, which had a net book value of
$196.9 million at December 31, 2016. The Company
continues to assess these conditions along with other
strategic alternatives and their impact on the value of the
asset on an ongoing basis.
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 ,2016 and 2015,
outstanding checks of approximately $2.9 million and $2.5
million, respectively, were included in accounts payable.
Revenue Recognition and Accrued Unbilled Revenue
Utility 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 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
gas receipts and deliveries, customer use by billing cycle,
and weather factors. Accrued unbilled revenue is reversed
the following month when actual billings occur. Our accrued
unbilled revenue at December 31,2016 and 2015was $64.9
million and $58.0 million, respectively.
Non-utility revenues are derived primarily from the gas
storage segment. At our Mist underground storage facility,
revenues are primarily flrm service revenues in the form of
fixed monthly reservation charges. At our Gill Ranch facility,
firm storage services resulting from short-term and long{erm
contracts are typically recognized in revenue ratably over the
term of the contract regardless of the actual storage capacity
utilized. ln 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. Revenue taxes are included in operating
revenues in the statement of comprehensive income.
Revenue taxes were $17.1 million, $'18.0 million, and $18.8
million for 2016,2015, and 2014, respectively.
Accounts Receivable and Allowance for Uncollectible
Accounts
Arcounts receivable consist primarily of amounts due for
natural gas sales and transportation services to utility
customers, plus amounts due for gas storage services. We
establish an allowance 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. lnactive
accounts are written-off against the allowance after they are
120 days past due or when deemed uncollectible.
Differences between our 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.
lnventories
Utility gas inventories, which consist of natural gas in storage
for the utility, are stated at the lower of average cost or net
realizable value. The regulatory treatment of utility gas
inventories provides for cost recovery in customer rates.
Utility gas inventories injected into storage are priced in
inventory based on actual purchase costs. Utility gas
inventories withdrawn from storage are charged to cost of
Exhibit No. 1
J. Palfreyman, NW Natural63
65
gas during the current period at the weighted-average
inventory cost.
Gas storage inventories, which primarily represent
inventories at our Gill Ranch storage facility, 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 our inventory balances, is recorded at original
cost, and classified as a long-term plant asset.
Materials and supplies inventories consist of both utility and
non-utility inventories and are stated at the lower of average
cost or net realizable value.
Our utility and gas storage inventories totaled $42.7 million
and $59.3 million at December 31 , 2016 and 2015,
respectively. At December 31 ,2016 and 2015, our materials
and supplies inventories totaled $'11.4 million and $1'1.6
million, respectively.
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
beneflts recorded as liabilities on the balance sheet. The
current portion is calculated based on expected gas
deliveries within the next fiscal year. We recognize 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 amortlzation of gas
reserves is recorded to cost of gas along with gas production
revenues and production costs. See Note 11.
Derivatives
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 currently in
earnings unless speciflc 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. ln 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. Our financial derivatives generally qualify for
deferral under regulatory accounting. Our index-priced
physical derivative contracts also qualify for regulatory
deferral accou ntin g treatment.
Derivative contracts entered into for utility requirements after
the annual PGA rate has been set and maturing during the
PGA year are subject to the PGA incentive sharing
mechanism. ln Oregon we participate in a PGA sharing
mechanism under which we are 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 lOYo of gas cost differences compared to PGA
prices, respectively. For the PGA years in Oregon beginning
November 1,2016,2015, and 2014we selected the 90%,
80%, and 90% deferral of gas cost differences, respectively.
ln Washington , 100% of the differences between the PGA
prices and actual gas costs are deferred. See Note 13.
Our financial derivatives policy sets forth the guidelines for
using selected derivative products to support prudent risk
management strategies within designated parameters. Our
objective for using derivatives is to decrease the volatility of
gas prices, earnings, and cash flows without speculative risk.
The use of derivatives is permitted only after the risk
exposures have been identifled, are determined not to
exceed acceptable tolerance levels, and are determined
necessary to support normal business activities. We do not
enter into derivative instruments for trading purposes.
Fair Value
ln accordance with fair value accounting, we use the
following fair value hierarchy for determining inputs for our
debt, pension plan assets, and our 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 signiflcant 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.
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. The Company considers
liquid points for its 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.
lncome 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 ofevents 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 a
regulatory Order specifles deferral of the effect of the change
in tax rates over a longer period of time.
Exhibit No. 1
J. Palfreyman, NW Natural
66
64
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 regulated
utility. Regulatory tax assets and liabilities are recorded on
these deferred tax assets and liabilities to the extent the
Company believes they will be recoverable from or refunded
to customers in future rates. At December 3'1, 2016 and
2015, regulatory income tax assets of $43.0 million and
$47.4 million, respectively, were recorded, 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 utility plant
financial statement and tax bases and utility 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.
Deferred investment tax credits on utility plant additions,
which reduce income taxes payable, are deferred for
financial statement purposes and amortized over the life of
the related plant.
The Company recognizes interest and penalties related to
unrecognized tax beneflts, if any, within income tax expense
and arcrued interest and penalties 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 9.
Environmental Continqencies
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,
we develop estimates based on a review of information
available from numerous sources, including completed
studies and site specific negotiations. lt is our policy 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, we may not be
able to reasonably estimate the high end of the range of
possible loss. ln those cases we have disclosed the nature
of the potential loss and the fact that the high end of the
range cannot be reasonably estimated. See Note '15.
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. We do not have any
subsequent events to report.
Exhibit No. 1
J. Palfreyman, NW Natural65
67
3. EARNINGS PER SHARE
Basic earnings per share are computed using net income and the weighted average number of common shares outstanding for
each period presented. Diluted earnings per share are computed in the same manner, except it uses 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. Antidilutive
stock awards are excluded from the calculation of diluted earnings per common share. Diluted earnings per share are calculated
as follows:
ln thousands, except per share data 2016 2015 2014
Net income
Average common shares outstanding - basic
Additional shares for stock-based compensation plans (See Note 6)
Average common shares outstanding - diluted
Eamings per share of common stock - basic
Eamings per share of common stock - diluted
Additional information:
Antidilutive shares
4. SEGMENT INFORMATION
We primarily operate in two reportable business segments:
local gas distribution and gas storage. We also have other
investments and business activities not specifically related
to one of these two reporting segments, which are
aggregated and reported as other. We refer to our local gas
distribution business as the utility, and our gas storage
segment and other as non-utility. Our utility segment also
includes the utility portion of our Mist underground storage
facility and our North Mist gas storage expansion in Oregon
and NWN Gas Reserves, which is a wholly-owned
subsidiary of Energy Corp. Our gas storage segment
includes NWN Gas Storage, which is a wholly-owned
subsidiary of NWN Energy, Gill Ranch, which is a wholly-
owned subsidiary of NWN Gas Storage, the non-utility
portion of Mist, and all third-party asset management
services. Other includes NNG Financial and NWN Energy's
equity investment in TWH, which is pursuing development
of a cross-Cascades transmission pipeline project. No
individual customer accounts for over 10o/o of our operating
revenues.
Local Gas Distribution
Our local gas distribution segment 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. As a regulated utility, we are
responsible for building and maintaining a safe and reliable
pipeline distribution system, purchasing sufficient gas
supplies from producers and marketers, contracting for flrm
and interruptible transportation of gas over interstate
pipelines to bring gas from the supply basins into our
service territory, and re-selling the gas to customers subject
to rates, terms, and conditions approved by the OPUC or
WUTC. Gas distribution 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 our customers are located in
Oregon and 11Yo in Washington. On an annual basis,
residential and commercial customers typically arcount for
around 60% of our utility's total volumes delivered and 90%
of our utility's margin. lndustrial customers largely account
$ 58,895 $ 53,703 $ 58,692
27,647
132
27,U7
70
27j64
59
27,779 27,417 27,223
$2.13 $1.96 $2.16
$2.12 $1.96 $2.16
5 12 1B
for the remaining volumes and utility margin. A small
amount of utility margin is also derived from miscellaneous
services, gains or losses from an incentive gas cost sharing
mechanism, and other service fees.
lndustrial sectors we serve include: pulp, paper, and other
forest products; the manufacture of electronic,
electrochem ical and electrometal lurgical 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; government and educational
institutions; and electric generation.
Gas Storage
Our gas storage segment includes natural gas storage
services provided to customers primarily from two
underground natural gas storage facilities, our Gill Ranch
gas storage facility, and the non-utility portion of our Mist
gas storage facility. ln addition to earning revenue from
customer storage contracts, we also use an independent
energy marketing @mpany to provide asset management
services for utility and non-utility capacity, the results of
which are included in this business segment.
Mist Gas Storaqe Facilitv
Earnings from non-utility assets at our Mist facility in
Oregon are primarily related to firm storage capacity
revenues. Earnings for the Mist facility also include
revenue, net of amounts shared with utility customers, from
management of utility assets at Mist and upstream pipeline
capacity when not needed to serve utility customers. We
retain 80% of the pre-tax income from these services when
the costs of the capacity have not been included in utility
rates, or 33% of the pre-tax income when the costs have
been included in utility rates. The remaining 20% and67%,
respectively, are recorded to a deferred regulatory account
for crediting back to utility customers.
Gill Ranch Gas Storaqe Facilitv
Gill Ranch has a joint project agreement with Pacific
Gas and Electric Company (PG&E) to own and operate the
Gill Ranch underground natural gas storage facility near
Exhibit No. 1
J. Palfreyman, NW Natural66
68
Fresno, California. Gill Ranch hasaTSoh undivided
ownership interest in the facility and is also the operator of
the facility, which offers storage services to the California
market at market-based rates, subject to CPUC regulation
including, but not limited to, service terms and conditions
and tariff regulations. Although this is a jointly owned
property, each owner is independently responsible for
financing its share of the Gill Ranch natural gas storage
facility. Revenues are primarily related to firm storage
capacity as well as asset management revenues.
TWH, which was formed to build and operate an interstate
gas transmission pipeline in Oregon (TWP) and other
pipeline assets in NNG Financial. For more information on
TWP, see Note 12. Other also includes some corporate
operating and non-operating revenues and expenses that
cannot be allocated to utility operations.
NNG Financial's assets primarily consist of an active,
wholly-owned subsidiary which owns a 10% interest in an
18-mile interstate natural gas pipeline. NNG Financial's
total assets were $0.5 million and $0.7 million at December
31 ,2016 and 2015, respectively.Other
We have non-utility investments and other business
activities, which are aggregated and reported as other
Other primarily consists of an equity method investment in
Seqment lnformation Summary
lnter-segment transactions were insignificant for the periods presented. The following table presents summary financial
information concerning the reportable segments:
ln thousands Utility Gas Storage Other Total
2016
Operating revenues
Depreciation and amortization
lncome (loss) from operations
Net income
Capital expenditures
Total assets at December 31 ,2016
2015
Operating revenues
Depreciation and amortization
lncome from operations
Net income
Capital expenditures
Total assets at December 31,2015
2014
Operating revenues
Depreciation and amortization
lncome from operations
Net income (loss)
Capital expenditures
Total assets at December 31 ,2014
224 $
(426)
16,841
225 $
'16,037
224 $
16,121
$650,477 $
76,289
130,570
54,567
138,074
2,806,627
25,266 $
6,000
9,1 36
4,303
't,437
2s6,333
21,356 $
6,513
5,032
't74
3,048
261,750
22,235 $
6,533
3,987
(364)
2,770
273,712
675,967
82,289
139,280
58,895
139,5'r 1
3,079,801
723,791
80,923
124,248
53,703
118,320
3,069,410
754,037
79,1 93
142,965
58,692
120,092
3,056,326
25
$702,210 $
74,410
't19,215
53,391
115,272
2,791 ,623
$731,578 $
72,660
138,711
58,587
117,322
2,766,493
267
469
Utilitv Marqin
Utility margin is a financial measure consisting of utility operating revenues, which are reduced by revenue taxes, the associated
cost of gas, and environmental recovery revenues. The cost of gas purchased for utility customers is generally a pass-through
cost in the amount of revenues billed to regulated utility customers. Environmental recovery revenues represent collections
received from customers through our environmental recovery mechanism in Oregon. These collections are offset by the
amortization of environmental liabilities, which ls presented as environmental remediation expense in our operating expenses.
By subtracting cost of gas and environmental remediation expense from utility operating revenues, utility margin provides a key
metric used by our chief operating decision maker in assessing the performance of the utility segment. The gas storage segment
and other emphasize growth in operating revenues as opposed to margin because they do not incur a product cost (i.e. cost of
gas sold) like the utility and, therefore, use operating revenues and net income to assess performance.
Exhibit No. 1
J. Palfreyman, NW Natural67
69
1
138
The following table presents additional segment information concerning utility margin
ln thousands 2016 2015 2014
$ 650,477 $ 702,210 $ 731,578
260,588 327,305 365,490
13,298 3,51 3
$ 376,591 $ 371,392 $ 366,088
Utility operating revenues include environmental recovery revenues, which are collections received from customers through our
environmental recovery mechanism in Oregon, offset by environmental remediation expense. Collections under this mechanism began in
November 2015.
5. COMMON SIOCK Summarv of Chanoes in Common Stock
The following table shows the changes in the number of
shares of our common stock issued and outstanding:Common Stock
As of December 31 , 2016 and 2015, we had '100 million
shares of common stock authorized. As of December 31,
2016, we had reserved 60,661 shares for issuance of
common stock under the Employee Stock Purchase Plan
(ESPP) and 224,438 shares under our Dividend
Reinvestment and Direct Stock Purchase Plan (DRPP). At
the Company's election, shares sold through our DRPP may
be purchased in the open market or through original
issuance of shares reserved for issuance under the DRPP.
ln July 2015 we moved our DRPP to open market
purchases.
Utility margin calculation:
Utility operating revenues (')
Less: Utility cost of gas
Environmental remediation expense
Utility margin
(1)
The Restated Stock Option Plan (SOP) was terminated with
respect to new grants in 20'12; however, options granted
before the Restated SOP was terminated will remain
outstanding until the earlier of their expiration, forfeiture, or
exercise. There were 180,163 options outstanding at
December 31, 2016, which were granted prior to termination
of the plan.
During November 20'16, the Company completed an equity
issuance consisting of an offering of 880,000 shares of its
common stock along with a 30-day option for the
underwriters to purchase an additional 132,000 shares. The
offering closed on November 16, 2016 and resulted in a
total issuance of '1,012,000 shares as both the initial offering
and the underwriter option were fully executed. All shares
were issued on November 16, 2016 at an offering price of
$54.63 per share and resulted in total net proceeds to the
Company of $52.8 million.
Stock Repurchase Proqram
We have a share repurchase program under which we may
purchase our common shares on the open market or
through privately negotiated transactions. We currently have
Board authorization through May 2017 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 , 2016. Since the plan's inception in 2000, a total of 2.1
million shares have been repurchased at a total cost of
$83.3 million.
Balance, December 31 , 201 3
Sales to employees under ESPP
Stock-based compensation
Sales to shareholders under DRPP
Balance, December 31, 2014
Sales to employees under ESPP
Stock-based compensation
Sales to shareholders under DRPP
Balance, December 3'1, 2015
Sales to employees under ESPP
Stock-based compensation
Equity lssuance
Balance, December 31, 2016
ln thousands Shares
27,075
24
83
102
27,284
19
78
46
27,427
18
173
1,012
28,630
Exhibit No. 1
J. Palfreyman, NW Natural68
70
6. STOCK-BASED COMPENSATION
Our stock-based compensation plans are designed to
promote stock ownership in NW Natural by employees and
officers. These compensation plans include a Long Term
lncentive Plan (LTIP), an ESPP, and a Restated SOP
Lonq Term lncentive Plan
The LTIP is intended to provide a flexible, competitive
compensation program for eligible officers and key
employees. Under the LTIP, shares of 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 850,000 shares were
authorized for issuance as of December 31, 2016. Shares
awarded under the LTIP may be purchased on the open
market or issued as original shares.
Of the 850,000 shares of common stock authorized for LTIP
awards at December 31,2016, there were 173,279 shares
available for issuance under any type of award and 250,000
shares available for option grants. 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 31,2016 or 2015. 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
Since the LTIP's inception in 2001, performance shares,
which incorporate market, performance, and service-based
factors, have been granted annually with three-year
performance periods. The following table summarizes
performance share expense information:
Expense Total
Durino Award ExoenseYdare' for AwardDollars in thousands Shares(1)
Estimated award:
2014-2016 grant(3) 27,887 $ 168 $ 1,418
Actual award:
2013-2015 grant 8,914 312 '1,240
2012-2014 grant 8,621 582 '1,82'l(1) ln 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 noled above.(3) This represents the estimated number of shares to be
awarded as of December 31, 2016 as certain performance
share measures had been achieved. Amounts are subject to
change with final payout amounts authorized by the Board of
Directors in February 2017.
The aggregate number of performance shares granted and outstanding at the target and maximum levels were as follows:
Dollars in thousands
Performance Period
Performance Share Awards Outstanding
Target Maximum
20 16
Expense
Cumulative Expense
December 31, 2016
2014-16
2015-17
2016-18
Total
39,725
36,200
27,950
79,450 $
72,400
55,900
168
662
478
$1,418
1,515
478
Performance share awards are based on EPS and Return
on lnvested Capital (ROIC) factors, a total shareholder
return (TSR factor) relative to a peer group of gas
distribution companies over the three-year performance
period, and on performance results achieved relative to
specific core and non-core strategies (strategic factor).
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. The
weighted-average grant date fair value of unvested shares
at December 31, 20'16 and 2015 was $50.83 and $49.09 per
share, respectively. The weighted-average grant date fair
value of shares vested during the year was $51.80 per
share and for shares granted during the year was $50.15
per share. As of December 31, 2016, there was $2.2 million
of unrecognized compensation expense related to the
unvested portion of performance awards expected to be
recognized through 201 8.
103,875 207,750 $ 1,308
Restricted Stock Units
ln 2012, the Company began granting RSUs 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
4 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 the Company's common stock on the grant
date. During 2016, total RSU expense was $1.5 million
compared to $1.3 million in 2015 and $0.9 million in2014.
As of December 31, 2016, there was $2.9 million of
unrecognized compensation cost from grants of RSUs,
which is expected to be recognized over a period extending
through 2022.
Exhibit No. 1
J. Palfreyman, NW Natural
71
69
lnformation regarding the RSU activity is summarized as
follows:
During 2016, cash of $7.5 million was received for stock
options exercised and $0.4 million related tax expense was
recognized. All stock options were vested as of December
31 , 2015. During 2015, the total fair value of options that
vested was $0.2 million. The weighted average remaining
life of options exercisable and outstanding at December 3'l ,
2016 was 3.06 years.
Emplovee Stock Purchase PIan
The ESPP allows employees to purchase common stock at
85% of the closing price on the trading day immediately
preceding the initial offering date, which is set annually.
Each eligible employee may purchase up to $21,248 worth
of stock through payroll deductions over a 12-month period,
with shares issued at the end of the '12-month 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. The following table
summarizes the financial statement impact of stock-based
compensation under our LTIP, Restated SOP and ESPP:
ln thousands 2016 2015 2014
Operations and maintenance
expense, for stock-based
compensation
lncome tax benefit
Net stock-based compensation
effect on net income
Amounts capitalized for stock-based
compensation
Number
of
RSUs
Weighted -
Average
Price Per
RSU
Nonvested, December 31, 2013
Granted
Vested
Forfeited
44,567 $
38,765
(12,060)
(478')
46.27
42.'t9
46.52
45.47
Nonvested, December 3'l, 2014
Granted
Vested
Forfeited
70,794
37,264
(19,003)
(468)
44.00
46.29
44.81
44.99
Nonvested, December 31 ,2015
Granted
Vested
Forfeited
Nonvested, December 31 , 2016 89,973 48.85
Restated Stock Option PIan
The Restated SOP was terminated for new option grants in
2012; however, options granted before the plan terminated
will remain outstanding until the earlier of their expiration,
forfeiture, or exercise. Any new grants of stock options
would be made under the LTIP, however, no option grants
have been awarded since 2012.
Options under the Restated SOP were granted to officers
and key employees designated by a committee of our 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.
lnformation regarding the Restated SOP activity is
summarized as follows.
$ 1,446 $ 1,661 $ 1,448
$ 554 $ 661 $ 597
7. DEBT
Short-Term Debt
Our primary source of short{erm funds is from the sale of
commercial paper and bank loans. ln addition to issuing
commercial paper or bank loans to meet seasonal working
capital requirements, short-term debt is used temporarily to
fund capital requirements. Commercial paper and bank
loans are periodically refinanced through the sale of long-
term debt or equity securities. Our commercial paper
program is supported by one or more committed credit
facilities.
At December 31, 2016, total short-term debt outstanding
was $53 million, which was comprised entirely of
commercial paper. At December 31,2015, total short{erm
debt outstanding was $270 million, which included $220
million of commercial paper and a $50 million credit facility
The weighted average interest rate at December 31, 2016
and 2015 was 0.8% and 0.6%, respectively.
ln the fourth quarter of 2015, we entered into a short-term
credit facility loan totaling $50 million, as a short-term bridge
through our peak heating season, which was repaid on
February 4,2016.
The carrying cost of our commercial paper approximates fair
value using Level 2 inputs, due to the short-term nature of
the notes. See Note 2 for a description of the fair value
Exhibit No. 1
J. Palfreyman, NW Natural
72
$ 2,370 $ 2,673 $ 2,309
(e24) (1,012) (861)
Option
Shares
Weighted -
Average
Price Per
Share
lntrinsic
Value
(ln millions)
Balance outstanding
December 31 , 201 3
Exercised
Forfeited
492,150 $
(69,662)
(6,400)
42.89 $
39.82
43.59
0.6
0.5
nla
Balance outstanding,
December 31,2014
Exercised
Forfeited
416,088
(62,s00)
(500)
43.40
39.96
45.74
2.7
0.5
n/a
Balance outstanding,
December 31,2015
Exercised
Forfeited
352,688
(172,525)
44.00
43.61
nla
2.3
2.0
nla
Balance outstanding
and exercisable,
December 31 , 201 6 I 80,1 63 44.38 2.8
70
88,587 44.78
40,271 54.36
(29,488) 45.s6
(9,397) 44.59
hierarchy. At December 31, 2016, our commercial paper had
a maximum remaining maturity of 11 days and an average
remaining maturity of 6 days.
We have a $300 million credit agreement, with a feature that
allows us to request increases in the total commitment
amount up to a maximum amount of $450 million. The
maturity of the agreement is December 20,2019. We have
a letter of credit of $100 million. Any principal and unpaid
interest owed on borrowings under the agreement is due
and payable on or before the expiration date. There were no
outstanding balances under the agreement and no letters of
credit issued or outstanding at December 31, 2016 and
2015.
The credit agreement requires that we maintain credit
ratings with Standard & Poor's (S&P) and Moody's lnvestors
Service, lnc. (Moody's) and notify the lenders of any change
in our senior unsecured debt ratings or senior secured debt
ratings, as applicable, by such rating agencies. A change in
our debt ratings 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 facility. However,
interest rates on any loans outstanding under the credit
facility are tied to debt ratings, which would increase or
decrease the cost of any loans under the credit facility when
ratings are changed.
The credit agreement also requires us to maintain a
consolidated indebtedness to total capitalization ratio of
7Oo/o or less. Failure to enmply with this covenant would
entitle the lenders to terminate their lending commitments
and accelerate the maturity of all amounts outstanding. We
were in compliance with this covenant at December 31,
2016 and 2015.
Long-Term Debt
The issuance of FMBs, which includes our 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 our utility property.
Maturities and Outstandinq Lonq-Term Debt
Retirement of long{erm debt for each of the 12-month
periods through December 31 ,2021 and thereafter are as
follows:
ln thousands
The following table presents our debt outstanding as of
December 31.
ln thousands 2016 2015
First Mortoaoe Bonds
5.'15 % Series B due 2016
7.00 % Series B due 2017
1 .545 o/o Series B due 2018
6.60 % Series B due 201B
8.31 % Series B due 2019
7.63 % Series B due 20'19
5.37 % Series B due 2020
9.05 % Series Adue2021
3.176o/o Series B due2021
3.542% Series B due2023
5.62 % Series B due 2023
7.72 o/o Seies B due 2025
6.52 % Series B due 2025
7.05 % Series B due 2026
3.211 o/o Series B due2026
7.00 % Series B due 2027
6.65 % Series B due 2027
6.65 % Series B due 2028
7.74 % Series B due 2030
7.85 % Series B due 2030
5.82 % Series B due 2032
5.66 % Series B due 2033
5.25 % Series B due 2035
4.00 o/o due 2042
4.136o/o Series B due 2046
$$ 25,000
40,000
22,O00
10,000
20,000
75,000
10,000
50,000
50,000
40,000
20,000
10,000
20,000
40,000
75,000
22,000
10,000
20,000
75,000
10,000
50,000
50,000
40,000
20,000
10,000
20,000
35,000
20,000
19,700
10,000
20,000
10,000
30,000
40,000
10,000
50,000
20,000
19,700
10,000
20,000
10,000
30,000
40,000
10,000
50,000
Less: Current maturities
Total long{erm debt
40,000
-
726,700 601,70040,000 25,000
_q_686J99_ _$_5?6/99_
Year
2017
2018
201 I
2020
2021
Thereafter
$ 40,000
97,000
30,000
75,000
60,000
424,700
First Mortqaqe Bonds
NW Natural issued $150 million of FMBs on December 5,
2016 consisting of $75 million with a coupon rate of 1.545o/o
% and maturity date in 2018, $35 million with a coupon rate
of 3.211%% and maturity date in 2026, and $40 million with
a coupon rate of 4.136%% and maturity date in2046.
Retirements of Lono-Term Debt
NW Natural redeemed $25 million of FMBs with a coupon
rate of 5.15% in December 2016.
Fair Value of Lonq-Term Debt
Our outstanding debt does not trade in active markets. We
estimate the fair value of our debt using utility companies
with similar credit ratings, terms, and remaining maturities to
our debt that actively trade in public markets. 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
our long-term debt, including current maturities of long-term
debt, using market prices in effect on the valuation date:
December 31,
ln thousands 201 6 2015
Gross long{erm debt
Unamortized debt
issuance costs
Carrying amount
Estimated fair value
726,700 $
(7,377)
$601,700
(7,282)
$
$
719,323 $
793,339 $
Exhibit No. 1
J. Palfreyman, NW Natural
73
594,418
667,168
71
8. PE'VS'Oru AND OTHER POSTRETIREMENT BENEFITCOSIS
We maintain a qualified non-contributory defined benefit pension plan, non-qualified supplemental pension plans for eligible
executive officers and other key employees, and other postretirement employee benefit plans. We also have a qualified defined
contribution plan (Retirement K Savings Plan) for all eligible employees. The qualified defined benefit pension plan and
Retirement K Savings Plan have plan assets, which are held in qualified trusts to fund retirement benefits. Effective January 1,
2OO7 and 2010, the qualified defined benefit pension plans and postretirement benefits for non-union employees and union
employees, respectively, were closed to new participants. These plans were not available to employees of our non-utility
subsidiaries. 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 beneflt. Effective December 31, 2012, the
qualified defined benefit pension plans for non-union and union employees were merged into a single plan.
The following table provides a reconciliation of the changes in beneflt obligations and fair value of plan assets, as applicable, for
the pension and other postretirement benefit plans, excluding the Retirement K Savings Plan, and a summary of the funded
status and amounts recognized in the consolidated balance sheets as of December 3'1 :
Postretirement Benefi t Plans
Pension Benefits Other Benefits
ln thousands 2016 2015 20't6 2015
Reconciliation of change in benefit obligation:
Obligation at January 1
Service cost
lnterest cost
Plan amendments(l)
Net actuarial (gain) loss
Benefits paid
Obligation at December 31
$ 445,628 $
7,083
18,399
487,278 $
8,267
18,360
31,049 $
391
1.175
(1,488)
(1,732)
7,688
(20,e5s)
(32,354)
(35,923)
32,072
527
1,179
(3,435)
2,724
(2,018)
$ 457,839 $ 445,628 $ 29,395 $ 31,049
Reconciliation of change in plan assets:
Fair value of plan assets at January 1 $ 249,338 $ 279,164 $ - $ -
Actual retum on plan assets 12,593 (9,599)
Employer contributions 16,742 15,696 1 ,732 2,018
Benefits paid (20,959) (35,923) (1,732) (2,018)
Fair value of plan assets at December 31 $ 25?,?14_ _t 19,338_ _9__ j__
Funded status at December 31 -!._1200,125) _t_(196,2e0) _t__12s,3s5) _t___g]]9le)(1) ln 2015, we amended our Retiree Medical Plan for NBU poslage 65 retirees hired before January 1 , 2OO7, to establish a health retirement
account (HRA). The HRA plan permits participants to obtain reimbursement of health care expenses on a nontaxable basis, and the
amendment was effective April 1, 2016.
Our qualified defined benefit pension plan has an aggregate benefit obligation of $423.5 million and $411.8 million at December
31 ,2016 and 2015, respectively, and fair values of plan assets of $257 .7 million and $249.3 million, 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 (lncome)
Pension Benefits Other Postretirement Benefi ts Pension Benefits
ln thousands 2016 2015 2014 2016 2015 2014 2016 2015 2014
Net actuarial loss (gain)
Settlement Loss
Amortization of:
Prior service cost
Actuarial loss
Total
$ 14,005 $
(13,238)
(230)
(16,372)
(230)
(e,823)(705)
(1 s7)
(554)
(1 s7)
(221)
7,221
7
(1,091)
419 $ 83,027 $ (1,488) $ 2,724 $ 3,454 $ (1,196) $ (2,549) $
193
468(230)
1,386 (2,236)
-t-ll-'?20.$ 1,973 $ 3,036 $ 383 $ (4,785)$ 6,137
Exhibit No. I
J. Palfreyman, NW Natural
$ 537 $ (16,183)$ 72,974
72
74
The following table presents amounts recognized in regulatory assets and accumulated other comprehensive loss (AOCL) at
December 31:
Regulatory Assets AOCL
Pension Benefits Other Postretirement Benefi ts Pension Benefits
ln thousands 2016 2015 2016 2015 2016 2015
Prior service cost (credit)
Net actuarial loss
Total
$176 $
177,660
406 $(2,675) $
7,874
(3,143) $
10,067
1$
11,434
1
11,870176,894
$ 177,836 $ 177,300 $ 5,199 $ 6,924 $ 11,435 $11,871
The following table presents amounts recognized in AOCL and the changes in AOCL related to our non-qualified employee
benefit plans:
Year Ended December 31,
ln thousands 2016 2015
Beginning balance
Amounts reclassified to AOCL
Amounts reclassified from AOCL:
Amortization of actuarial losses
Loss from plan settlement
Total reclassifications before tax
Tax (benefit) expense
Total reclassifications for the period
Ending balance
ln2017, an estimated $13.8 million will be amortlzed from
regulatory assets to net periodic benefit costs, consisting of
$14.1 million of actuarial losses, and $0.3 million of prior
service credits. A total of $0.9 million will be amortized from
AOCL to earnings related to actuarial losses in 2017.
Our assumed discount rate for the pension plan and other
postretirement benefit plans was determined independently
based on the Citigroup 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 our plans to reflect the timing and amount of
expected future benefit payments forthese plans.
Our assumed expected long-term rate of return on plan
assets for the qualified pension plan was developed using a
weighted average of the expected returns for the target
asset portfolio. ln developing the expected long{erm 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.
Our investment strategy and policies for qualified pension
plan assets held in the retirement trust fund were approved
by our 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
lncome Security Act of 1974. The approved asset classes
may include cash and short-term investments, flxed income,
common stock and convertible securities, absolute and real
211 2,914
(6,e51) $(7,162)
return strategies, real estate, and investments in NW
Natural securities. Plan assets may be invested in
separately managed accounts or in commingled or mutual
funds. lnvestment 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 Natural securities.
The following table presents the pension plan asset target
allocation at December 31, 2016:
Asset Category Target Allocation
$(7,162) $
(1,1 96)
1,386
193
(1 0,076)
2,549
2,236
383
(172)
4,785
(1,871)
$
U.S. large cap equity
U.S. small/mid cap equity
Non-U.S. equity
Emerging markets equity
Long governmenUcredit
High yield bonds
Emerging market debt
Real estate funds
Absolute return strategy
18.0o/o
10.0
18.0
5.0
20.0
5.0
5.0
7.0
12.0
Our non-qualified supplemental defined benefit plan
obligations were $34.3 million and $33.8 million at
December 31 , 2016 and 2015, 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, we indirectly fund a significant
portion of our obligations with company- and trust-owned life
insurance and other assets.
Exhibit No. 1
J. Palfreyman, NW Natural
75
73
Our 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 amortization of actuarial gains and losses and
the expected returns on plan assets, which 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 three-year or less period from the year in
which they occur, thereby reducing year-to-year net periodic
benefit cost volatility.
The following table provides the components of net periodic benefit cost for the Company's pension and other postretirement
beneflt plans for the years ended December 31:
Pension Benefits Other Postretirement Benefits
ln thousands 2016 2015 2014 2016 2015 2014
Service cost
lnterest cost
Expected return on plan assets
Amortization of prior service costs
Amortization of net actuarial loss
Settlement expense
Net periodic benefit cost
Amount allocated to construction
Amount defened to regulatory balancing account(')
20,476 24,79',t 17,052
(5,746) (6,834) (4,625)
(6,252) (8,241) (4,578)
$$$$$7,083
18,399
(20,0s4)
231
14,624
193
8,267
18,360
(20,676)
231
18,609
7,213
I 8,1 98
(19,496)
223
't 0,914
391
1,175
(468)
705
527
1,179
197
554
483
1,252
197
221
1,803
(u:)
2,457
(808)
2,153
(702)
Netamountchargedtoexpense $ 8,478 $ 9,716 $ 7,849 $ 1,203 $ 1,649 $ 1,451
(1)Thedeferralofdefinedbenefitpensionpl,n.,p"n-.".,bo,"o,bti1iIiin-t."tin,,t""*-".,pp.u"dbyth"oPLlCJ,ith,"**,y"f
these defened amounts through the implementation of a balancing account. The balancing account includes the expectation of higher net
periodic benefit costs than costs recovered in rates in the near-term with lower net periodic benefit costs than costs recovered in rates
expected in future years. Deferred pension expense balances include accrued interest at the utility's authorized rate of return, with the
equity portion of the interest recognized when amounts are collected in rates. See Note 2.
Net periodic benefit costs are reduced by amounts capitalized to utility plant based on approximately 25o/o to 35% payroll
overhead charge. ln addition, a @rtain amount of net periodic beneflt costs are recorded to the regulatory balancing account for
pensions. Net periodic pension cost less amounts charged to capital accounts and regulatory balancing arcounts are expenses
recognized in earnings.
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
2016 2015 2014 201 6 2015 2014
Assumptions for net periodic benefit cost:
Weighted-average discount rate
Rate of increase in compensation
Expected long-term rate of return
Assumptions for year-end funded status:
Weighted-average discount rate
Rate of increase in compensation
Expected long-term rate ofreturn
4.',170/"
3254.5o/o
7.50o/o
4.O0o/o
3.254.5o/o
7.50%
3.82%
3.25-5.00/o
7.50o/o
4.21o/o
3.254.5o/o
7.50"/o
4.71o/o
3.25-5.0o/o
7.50o/o
3.85o/o
3.25-5.0%
7.50o/o
4.O0o/o 74o/o
nla
nla
J.4.45o/o
nla
nla
3.74%
nla
nla
.00%
nla
nla
3.85%
nla
nla
nla
nla
Exhibit No. 1
J. Palfreyman, NW Natural
76
74
The assumed annual increase in health care cost trend
rates used in measuring other postretirement benefits as of
December 31, 2016 was 7.00% for both pre- and post-65
populations. 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 2025.
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 from the Company. A one
percentage point change in assumed health care cost trend
rates would have the following effects:
ln thousands 1% lncrease 1% Decrease
Effect on net periodic
postretirement health care
benefit cost
Effect on the accumulatedpostretirement benefit obligation
$51 $
The Act establishes a 1OO% funding target over seven years
for plan years beginning after December 31, 2008. ln 2012
the Moving Ahead for Progress in the 21st Century Act
(MAP-21) legislation changed several provisions affecting
pension plans, including temporary funding relief and
Pension Benefit Guaranty Corporation (PBGC) premium
increases, which reduces the level of minimum required
contributions in the near-term but generally increases
contributions in the long-run and increases the operational
costs of running a pension plan. ln 2014, lhe Highway and
Transportation Funding Act (HATFA) was signed and
extends certain aspects of MAP-21 as well as modifies the
phase-out periods for the limitations.
Our qualified defined beneflt pension plan is currently
underfunded by $165.8 million at December 31 ,2016.
lncluding the impacts of MAP-21 and HATFA, we made
cash contributions totaling $14.5 million to our qualified
defined benefit pension plan for 2016. During 2017, we
expect to make contributions of approximately $19.4 million
to this plan.
Multiemplover Pension Plan
ln addition to the Company-sponsored defined benefit plans
presented above, prior lo 2014 we contributed to a
multiemployer pension plan for our utility's union employees
known as the Western States Office and Professional
Employees lnternational Union Pension Fund (Western
States Plan). The plan's employer identification number is
94-6076144. Effective December 22,2013, we withdrew
from the plan, which was a noncash transaction. Vested
participants will receive all beneflts arcrued through the
date of withdrawal. As the plan was underfunded at the time
of withdrawal, we were 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.
We made payments of $0.6 million for 2016, and as of
December 31, 2016 the liability balance was $7.5 million.
For 2015 and 2014, contributions to the plan were $0.6
million and $0.4 million, respectively, which was
approximately 4o/o to 5o/o of the total contributions to the plan
by all employer participants in those years.
Defi ned Contribution Plan
The Retirement K Savings Plan is a qualifled defined
contribution plan under lnternal Revenue Code Sections
401(a) and 401(k). Employer contributions totaled $4.6
million, $3.7 million, and $3.4 million for 2016,2015, and
2014, respectively. The Retirement K Savings Plan includes
an Employee Stock Ownership Plan.
Deferred Compensation Plans
The 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.
Exhibit No. I
J. Palfreyman, NW Natural
644
(45)
(577)
We review mortality assumptions annually and will update
for material changes as necessary. ln 2016, our mortality
rate assumptlons were updated from RP-2014 mortality
tables for employees and healthy annuitants with a fully
generational projection using scale MP-2014 to
corresponding RP-2006 mortality tables using scale
MP-2015, which partially offset increases of our projected
benefit obligation.
The following table provides information regarding employer
contributions and benefit payments for the qualified pension
plan, non-qualified pension plans and other postretirement
benefit plans for the years ended December 31, and
estimated future contributions and payments:
ln thousands Pension Benefits Other Benefits
Employer Contributions:
2015 $
2016
2017 (estimated)
Benefit Payments:
2014
2015
2016
Estimated Future Benefit Payments:
20't7
2018
2019
2020
2021
2022-2026
15,696 $
16,742
21,380
19,932
35,923
20,959
2,018
1,732
1,876
1,871
2,O18
1,732
1,876
1,893
1,977
2,O20
2,054
1 0,1 89
22,171
23,OBB
23,953
24,782
25,690
136,699
Emplover Contributions to Gompanv-Sponsored
Defined Benefit Pension Plans
We make contributions to our 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.
75
77
Fair Value
Below is a description of the valuation methodologies used
for assets measured at fair value. ln cases where the
pension plan is invested through a collective trust fund or
mutual fund, our custodian uses the fund's market value.
The custodian also provides the market values for
investments directly owned.
U.S. LARGE CAP EQUITY and U.S. SMALUMID CAP
EQUITY. These are level 1 and non-published net asset
value (NAV) assets. The level 1 assets consist of directly
held stocks and mutual funds with a readily determinable
fair value, including a published NAV. 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. Directly held stocks are valued at the
closing price reported in the active market on which the
individual security is traded. Mutual funds and commingled
trusts are valued at NAV and the unit price, respectively.
This asset class includes investments primarily in U.S.
common stocks.
NoN-U.s. EQUITY. These are level 1 and non-published NAV
assets. The level 1 assets consist of directly held stocks,
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.
Directly held stocks are valued at the closing price reported
in the active market on which the individual security is
traded, and the commingled trusts are valued at unit price.
This asset class includes investments primarily in foreign
equity common stocks.
EMERGING MARKETS EQUITY. These are non-published
NAV assets consisting of an open-end mutual fund where
the NAV price is not published but the investment can be
readily disposed of at the NAV and a commingled trust
where the investment can be readily disposed of at unit
price. This asset class includes investments primarily in
common stocks in emerging markets.
FIXED lNcoME. These are non-published NAV assets
consisting of a commingled trust, valued at unit price, where
unit price is not published, but the investment can be readily
disposed of at the unit price. This asset class includes
investments primarily in investment grade debt and fixed
income securities.
LONG GOVERNMENT/GREDIT. These are level 2 assets and
non-published NAV assets. The level 2 assets consist of
directly held fixed-income securities, with readily
determinable fair values, whose values are determined by
closing prices if available and by matrix prices for illiquid
securities. The non-published NAV assets include
commingled trusts, valued at unit price, where unit price is
not published, but the investment can be readily disposed of
at the unit price. This asset class includes 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.
HlcH YIELD BoNDS. These are non-published NAV assets,
consisting of a limited partnership and a commingled trust
where the valuation is not published but the investment can
be readily disposed of at market value, valued at NAV or
unit price, respectively. This asset class includes
investments primarily in high yield bonds.
EMERGING MARKET DEBT. This is a non-published NAV
asset consisting of a commingled trust with a readily
determinable fair value, where unit price ls not published,
but the investment can be readily disposed of at the unit
price. This asset class includes investments primarily in
emerging market debt.
REAL ESTATE. These are level 1 and non-published NAV
assets. The level 1 asset is a mutual fund with a readily
determinable fair value, including a published NAV. The
non-published NAV asset is a commingled trust with a
readily determinable fair value, where unit price is not
published, but the investment can be readily disposed of at
the unit price. This asset class includes investments
primarily in real estate investment trust (REIT) equity
securities globally.
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, we believe 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 NAVs 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.
This asset class includes cash and money market mutual
funds.
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.
lnvestment 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 our
investment securities will occur in the near term and such
changes could materially affect our investment account
balances and the amounts reported as plan assets available
for benefit payments.
Exhibit No. 1
J. Palfreyman, NW Natural76
78
The following table presents the fair value of plan assets, including outstanding receivables and liabilities, of the retirement trust
fund:
lnthousands December31,2016
Non-Published
Level 2 Level 3 NAUI) TotallnvestmentsLevel 1
U.S. large cap equity
U.S. small/mid cap equity
Non-U.S. equity
Emerging markets equity
Fixed income
Long governmenUcredit
High yield bonds
Emerging market debt
Real estate
Absolute retum strategy
Cash and cash equivalents
Total investments
lnvestments
$
$ 108,740 $ 34,955 $
$55,496
28,861
47,750
13,457
6,7'19
52,9'.t5
14,072
8,504
18,739
3,111
2,49'.1
$ 108,420 $ 252,115
49,841 $
18,629
22,404
17,857
34,955
5,655 $
10,232
25,346
13,457
6,719
17,960
14,072
8,504
882
3,'t11
2,482
$
I
December 31 , 201 5
Level 2 Level 3
Non-Published
NAYl)Total
U.S. large cap equity
U.S. small/mid cap equity
Non-U.S. equity
Emerging markets equity
Fixed income
Long govemmenUcredit
High yield bonds
Emerging market debt
Real estate
Absolute retum strategy
Cash and cash equivalents
Total investments
Receivables:
Accrued interest and dividend income
Due ftom broker for securities sold
Total receivables
Liabilities:
Due to broker for securities purchased
$44,528 $
23,495
20,725
7,746
17,261
3s,656
22,823
11 ,120
12,800
12,298
36,758
4,067
44,528
23,495
43,548
11,120
48,456
12,298
7,746
17,261
36,758
4,116
$$$
49
$ 1 13,804 $ 35,656 $$ 99,866 $ 249,326
December 31,
2016 2015
$ 451
5,170
$ 5,621
c
Exhibit No. 1
J. Palfreyman, NW Natural
79
486
BB
$574
$$562
Total investment in retirement trust $ 25?,?14_ _g_r49,339_(1) The fair value for these investments is determined using Net Asset Value per share (NAV) as of December 31 , 2016, 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.
77
Level 1
22
9.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 consolidated
statements of comprehensive income for December 31:
Dollars in thousands 2016 2015 2014
lncome taxes at federal
statutory rate
lncrease (decrease):
Cunent state income tax,
net of federal tax benefit
Amortization of investment
tax credits
Differences required to be
flowed{hrough by
regulatory commissions
Gains on company and
trusFowned life insurance
Other, net
Total provision for income
taxes
Effective tax rate
$34,863 $31,310 $35,117
The effective income tax rate for 2016 compared to 2015
increased primarily as a result of lower depletion deductions
from gas reserves activity in 2016. The effective income tax
rate decrease from 2015 compared to 2014 was primarily
due to the benefit from the realization of deferred depletion
beneflts from 2013 and 2014.
The provision for current and deferred income taxes
consists of the following at December 31:
ln thousands 2016 2015 2014
$40,714 $35,753 $41,643
40.9o/o 40.0o/o 41.5o/o
The following table summarizes the total provision (benefit)
for income taxes for the utility and non-utility business
segments for December 31.
ln thousands 20 16 2015 2014
Utility:
Cunent
Deferred
Defened investment tax
credits
39,008 36,606 43,634
Non-utility business
segments:
Curent
Deferred
1,706 (853) (1,991)
Total provision for income
taxes s 40,714 $ 35,753 $ 41,643
The following table summarizes the tax effect of significant
items comprising our deferred income tax accounts at
December 31:
ln thousands 2016 2015
$ 10,300 $
28,749
15,890 $
20,834
24,317
19,518
(41) (118) (201)
4,582
(41)
2,357
(ss4)
(453)
4,1 95
(118)
2,357
(766)
(1,225)
4,666
(201)
2,357
(68e)
393
(856)
2,562
(s,271)
4,418
(e,470)
7,479
Defened tax liabilities:
Plant and property
Regulatory income tax assets
Regulatory liabilities
Non-regulated deferred tax liabilities
Total
Defened tax assets:
Pension and postretirement
obligations
Alternative minimum tax credit
carryforward
Loss and credit canyforwards
Total
Deferred income tax liabilities, net
Deferred investment tax credits
Deferred income taxes and investment
tax credits
$ 571.427 $ 551,852
$ 428,642
43,048
48,29',1
51,446
$ 408,342
47,427
46,400
49,683
$ 4,493 $
9,853
4,666
16,699
514
Cunent
Federal
State
Defened
Federal
State
$ 7,402 $
2.042
10,558 $
61
14,823
24 14,346 21,879
31,270 25,134 26,796
$ 40,7',t4 $ 35,753 $ 41,643
529,973
$ 557,085 $ 530,021
Management assesses the available positive and negative
evidence to estimate if sufficient taxable income will be
generated to utilize the existing deferred tax assets. Based
upon this assessment, we have determined we are more
likely than not to realize all deferred tax assets recorded as
of December 31, 2016.
The Company estimates it has alternative minimum tax
(AMT) credits of $9.9 million. The AMT credits do not expire.
All other tax attributes have been fully utilized in the current
year.
As a result of certain realization requirements prescribed in
the accounting guidance for income taxes, the tax benefit of
statutory depletion is recognized no earlier than the year In
which the depletion is deductible on the Company's federal
income tax return. lncome tax expense decreased by $0.9
million in 2015 as a result of realizing deferred depletion
benefit from 2013 and2014. This benefit is included in
Other in the statutory rate reconciliation table.
Exhibit No. 1
J. Palfreyman, NW Natural
9,444 10,619 14,847 557,081
4 48
26,219
5,051
18,729
6,405
18,635
8,161
Total provision for
income taxes
78
Uncertain tax positions are accounted for in accordance
with accounting standards that require management's
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, we would not recognize the uncertain tax
beneflts resulting from such positions. No reserves for
uncertain tax positions existed as of December 31, 2016,
2015, or 2O14.
The Company's federal income tax returns for tax years
2012 and earlier are closed by statute. The IRS Compliance
Assurance Process (CAP) examination of the 2013 and
2014 lax years were completed in the first and fourth
quarters of 2015, respectively. There were no material
changes to these returns as filed. The 2015 and 2016 tax
years are currently under IRS CAP examination. The
Company's 2017 CAP application has been accepted by the
lRS. Under the CAP program, the Company works with the
IRS to identify and resolve material tax matters before the
tax return is filed each year. As of December 31 , 2016,
income tax years 2013 through 2016 remain open for state
examination.
10. PROPERTY, PLANT, AND EQUIPMENT
The following table sets forth the major classifications of our
property, plant, and equipment and arcumulated
depreciation at December 31:
ln thousands 2016 2015
11. GAS RESERYES
We have invested $188 million through our gas reserves
program in the Jonah Field located in \Afoming as of
December 31, 2016. Gas reserves are stated at cost, net of
regulatory amortization, with the associated deferred tax
beneflts recorded as liabilities on the consolidated balance
sheets. Our investment in gas reserves provides long-term
price protection for utility customers through the original
agreement with Encana Oil & Gas (USA) lnc. under which
we invested $'178 million and the amended agreement with
Jonah Energy LLC under which an additional $10 million
was invested.
We entered into our original agreements with Encana in
2011 under which we hold 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 utility's cost of gas. The
cost of gas, includlng a carrying cost for the rate base
investment, is included in our annual Oregon PGA filing,
which allows us to recover these costs through customer
rates. Our investment under the original agreement, less
accumulated amortization and deferred taxes, earns a rate
of return.
ln March 2014,we 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, we ended the drilling program with Encana,
but increased our working interests in our assigned
sections of the Jonah field. We also retained the right to
invest in new wells with Jonah Energy. Under the amended
agreement we still have the option to invest in additional
wells on a well-by-well basis with drilling costs and resulting
gas volumes shared at our amended proportionate working
interest for each well in which we invest. We elected to
participate in some of the additional wells drilled in 2014,
but did not have the opportunity to participate in additional
wells in 2015 and 2016. However, we may have the
opportunity to participate in more wells in the future.
Gas produced from the additional wells is included in our
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 8%, 11% and 10% ot our utility's gas
supplies for the years ended December 31 , 2016,2015,
and 2014 respectively.
Exhibit No. 1
J. Palfreyman, NW Natural
81
Utility plant in service
Utility construction work in progress
Less: Accumulated depreciation
Utility plant, net
Non-utility plant in service
Non-utility construction work inprogress
Less: Accumulated depreciation
Non-utility plant, net
Total property, plant, and equipment
2.002,411 1 ,917,396
$2,843,243
62,264
903,096
$2,745,485
39,288
867,377
299,378
3,931
44,820
296,839
7,768
39,340
258,489 265,267
$r260190O $rJ8r^663
Capital expenditures in accrued
liabilities $ 9,547 $ 8,985
The weighted average depreciation rate for utility assets
was 2.8o/o for utility assets during 2016, 2015, and 2014.
The weighted average depreciation rate for non-utility
assets was 2.O% in 2016 and 2.2% in 2015 and 2014.
Accumulated depreciation does not include the accumulated
provision for asset removal costs of $341.1 million and
$327.0 million at December 31,2016 and 2015,
respectively. These accrued asset removal costs are
reflected on the balance sheet as regulatory liabilities. See
Note 2. During 2016 and 2015 we did not acquire any
equipment under capital leases.
79
ln thousands
The following table outlines our net gas reserves
investment at December 31:
lmpairment Analysis
Our 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. lf 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.
ln2011, TWP withdrew its original application wlth 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.
Our equity investment was not impaired at December 31,
2016 as the fair value of expected cash flows from planned
development exceeded our remaining equity investment of
$13.4 million at December 31 ,2016. However, if we learn
that the project is not viable or will not go forward, then we
could be required to recognize a maximum charge of up to
approximately $13.4 million based on the current amount of
our equity investment, net of cash and working capital at
TWP. We will continue to monitor and update our
impairment analysis as required.
Exhibit No. 1
J. Palfreyman, NW Natural
2016 2015
Gas reserves, cunent
Gas reserves, non-current
Less: Accumulated amortization
$ 15,926 $ 17,094
171,610 170,453
71,426 55,90'1
Total gas reserves(') 116,110 131,646
Less: Deferred taxes on gas reserves 28,119 27,203
Net investment in gas reserves $ 87,991 $ 104,443
(1 ) o u r net i nvestme n t i n ad d i ti o n a I we tts-liIiffi i.j-n- t5ili-6-a s--
reserves was $6.7 million and $8.0 million at December 31,
2016 and 2015, respectively.
Our investment is included in our consolidated balance
sheets under gas reserves with our maximum loss
exposure limited to our investment balance.
l2.INVESTMENTS
lnvestments include financial investments in life insurance
policies, which are accounted for at cash surrender value,
net of policy loans, and equity investments in certain
partnerships and limited liability companies, which are
accounted for under the equity method. The following table
summarizes our other investments at December 31:
ln thousands 2016 2015
lnvestments in life insurance policies
lnvestments in gas pipeline
Other
Total other investments
$ 52,308
13,866
1,892
$ 68,376 $ 68,066
lnvestment in Life lnsurance Policies
We have 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.
Investments in Gas Pipeline
TWP, a wholly-owned subsidiary of TWH, is pursuing the
development of a new gas transmission pipeline that would
provide an interconnection with our utility distribution
system. NWN Energy, a wholly-owned subsidiary of NW
Natural, owns 50% of TWH, and 50% is owned by
TransCanada American lnvestments Ltd., an indirect wholly-
owned subsidiary of TransCanada Corporation.
VIE Analvsis
TWH is a VlE, with our investment in TWP reported under
equity method accounting. We have determined we are not
the primary beneflciary of TWH's activities as we only have
a 50% share of the entig and there are no stipulations that
allow us a disproportionate influence over it. Our
investments in TWH and TWP are included in other
investments on our balance sheet. lf we do not develop this
investment, then our maximum loss exposure related to
TWH is limited to our equity investment balance, less our
share of any €sh or other assets available to us as a 50%
owner. Our investment balance in TWH was $13.4 million at
December 31, 20'16 and 2015.
$ 52,719
13,767
1,890
80
a2
1 3. DERIVATIVE INSTRUMENTS
We enter into financial derivative contracts to hedge a
portion of our utility's natural gas sales requirements. These
contracts include swaps, options and combinations of option
contracts. We primarily use these derivative flnancial
instruments to manage commodity price variability. A small
portion of our derivative hedging strategy involves foreign
currency exchange contracts.
We enter into these financial derivatives, up to prescribed
limits, primarily to hedge price variability related to our
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.
ln the normal course of business, we also enter into
indexed-price physical forward natural gas commodity
purchase contracts and options to meet the requirements of
utility customers. These contracts qualify for regulatory
deferral accounting treatment.
We also enter into exchange contracts related to the third-
party asset management of our gas portfolio, some of which
are derivatives that do not qualify for hedge accounting or
regulatory deferral, but are subject to our regulatory sharing
agreement. These derivatives are recognized in operating
revenues in our gas storage segment, net of amounts
shared with utility customers.
ln thousands
Notional Amounts
The following table presents the absolute notional amounts
related to open positions on our derivative instruments:
At December 31,
ln thousands 2016 2015
Natural gas (in therms):
Financial
Physical
Foreign exchange
477,430
535,450
$ 7,497
346,875
404,645
$ 9,025
Unrealized and Realized Gain/Loss
The following table reflects the income statement presentation for the unrealized gains and losses from our derivative
instruments:
December31,2016 December31,2015
Purchased Gas Adiustment (PGA)
Derivatives entered into by the utility for the procurement or
hedging of natural gas for future gas years generally receive
regulatory deferral accounting treatment. ln general, our
commodity hedging for the current gas year is completed
prior to the start of the gas year, and hedge prices are
reflected in our weighted-average cost of gas in the PGA
filing. Hedge contracts entered into after the start of the PGA
period are subject to our PGA incentive sharing mechanism
in Oregon. As of November 1,2016 and 2015, we reached
our target hedge percentage of approximately 75% for the
2016-17 and 2015-16 gas years. Hedge contracts entered
into prior to our PGA filing, in September 2016, were
included in the PGA for the 2016-1 7 gas year. Hedge
contracts entered into after our PGA filing, and related to
subsequent gas years, may be included in future PGA filings
and qualify for regulatory deferral.
Natural gas Foreign Natural gas Foreigncommodity exchange commodity exchange
Benefit (expense) to cost of gas
Operating revenues
Credit Risk Manaqement of Financial Derivatives
Instruments
No collateral was posted with or by our counterparties as of
December 31 , 2016 or 2015. We attempt to minimize the
potential exposure to collateral calls by counterparties
to manage our liquidity risk. Counterparties generally allow a
certain credit limit threshold before requiring us to post
collateral against loss positions. Given our counterparty
credit limits and portfolio diversification, we were not subject
to collateral calls in 2016 or 2015. Our collateral call
exposure is set forth under credit support agreements,
which generally contain credit limits. We could also be
subject to collateral call exposure where we have agreed to
provide adequate assurance, which is not specific as to the
amount of credit limit allowed, but could potentially require
Exhibit No. 1
J. Palfreyman, NW Natural
$22,746 $
995
(130) $(16,46e) $
178
(41e)
Amounts defened to regulatory accounts on balance sheet
Total gain in pre{ax earnings
(23,394)130 16,351 419
$ 347$ -$ 60$ -
UNREALIZED GAIN/LOSS. Outstanding derivative instruments related to regulated utility 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.
REALIZED GAINTLOSS. We realized net losses of $26.9 million and $37.7 million for the years ended December 31, 2016 and
2015, respectively, from the settlement of natural gas financial derivative contracts. Realized gains and losses are recorded in
cost of gas, deferred through our regulatory accounts, and amortized through customer rates in the following year.
81
83
ln thousands
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
$15.4 million at December 31 ,2016, 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:
Credit Rating Downgrade Scenarios
(Current
Ratings)
A+/A3
with
Adequate
Assurance
Calls
Without
Adequate
Assurance
Calls
$$$$ 16,086
13,784
Our financial derivative instruments are subject to master
netting arrangements; however, they are presented on a
gross basis in our consolidated balance sheets. The
Company and its counterparties have the ability to set-off
their 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.
lf netted by counterparty, our derivative position would result
in an asset of $18.8 million and a liabili$ of $0.7 million as
of December 31,2016. As of December 31, 2015, our
derivative position would have resulted in an asset of $2.7
million and a Iiability of $25.5 million.
We are exposed to derivative credit and liquidity risk
primarily through securing fixed price natural gas commodity
swaps to hedge the risk of price increases for our natural
gas purchases made on behalf of customers. We utilize
master netting arrangements through lnternational Swaps
and Derivatives Association contracts to minimize this risk
along with collateral support agreements with counterparties
based on their credit ratings. ln certain cases we require
guarantees or letters of credit from counterparties to meet
our minimum credit requirement standards.
Our financial derivatives policy requires counterparties to
have a certain investment-grade credit rating at the time the
derivative instrument is entered into, and the policy specifies
limits on the contract amount and duration based on each
counterparty's credit rating. We do not speculate with
derivatives; instead, we use derivatives to hedge our
exposure above risk tolerance limits. Any increase in market
risk created by the use of derivatives should be offset by the
exposures they modify.
We actively monitor our 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. Our
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. We use a Monte-Carlo simulation
model 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 earnings-at-risk trading limits. Our
credit risk for all outstanding financial derivatives at
December 31, 2016 extends to March 2019.
We could become materially exposed to credit risk with one
or more of our counterparties if natural gas prices
experience a significant increase. lf 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
ln accordance with fair value accounting, we include non-
performance risk in calculating fair value adjustments. This
includes a credit risk adjustment based on the credit
spreads of our counterparties when we are in an unrealized
gain position, or on our own credit spread when we are in an
unrealized loss position. The inputs in our valuation models
include natural gas futures, volatility, credit default swap
spreads and interest rates. Additionally, our 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 3'1, 2016. As of December 31, 2016 and 2015,
the net fair value was an asset of $18.1 million and a liability
of $22.8 million, respectively, using signiflcant 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, 2016 and 2015. See Note 2.
1 4. COMMITMENIS A'VD CONTINGENCIES
Leases
We lease land, buildings and equipment under agreements
that expire in various years, including a 99-year land lease
that extends through 2108. Rental expense under operating
leases was $6.2 million, $5.5 million, and $5.9 million for the
years ended December 31, 2016, 2015, and2014,
respectively. The following table reflects the future minimum
lease payments due under non-cancelable leases at
December 31, 2016. These commitments relate principally
to the lease of our office headquarters, underground gas
storage facilities and computer equipment.
Exhibit No. 1
J. Palfreyman, NW Natural
84
BBB+/
Baal
BBB/
Baa2
BBB./
Baa3
Specul-
ative
$
82
ln thousands
Operating
leases
Capital
leases
Minimum
lease
payments
$ 48,861 $ 159 $ 49,020
1 5. ENVIRONMENTAL MATTERS
We own, or previously owned, properties that may require
environmental remediation or action. We estimate the range
of loss for environmental liabilities 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, we have a recovery mechanism in place to
collect 96.68% of remediation costs from Oregon
customers, and we are allowed to defer environmental
remediation costs allocated to customers in Washington
annually until they are reviewed for prudence at a
subsequent proceeding.
Our 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 (Rl) 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. lt is at this point in
the process when we are able to estimate a range of
remediation costs and record a reasonable potential
remediation liability, or make an adjustment to our existing
liability. From this study, the regulatory agency selects a
remedy and issues a Record of Decision (ROD).
After a ROD is issued, we would seek to negotiate a
consent decree or consentjudgment for designing and
implementing the remedy. We would have the ability to
further refine estimates of remediation liabillties at that time.
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, we will provide for these costs in our remediation
llabilities described above.
Due to the numerous uncertainties surrounding the course
of environmental remediation and the preliminary nature of
several site investigations, in some cases, we may not be
able to reasonably estimate the high end of the range of
possible loss. ln those cases, we have disclosed the nature
of the possible loss and 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, we record the liability at the
low end of this range. lt is likely changes in these estimates
and ranges will occur throughout the remediation proess
for each of these sites due to our continued evaluation and
clarification concerning our responsibility, the complexity of
environmental laws and regulations and the determination
Exhibit No. 1
J. Palfreyman, NW Natural
2017
2018
2019
2020
202',!
Thereafter
Total
5,476 $
5,385
5,340
2,835
930
28,895
156 $5,632
5,388
5,340
2,835
930
28,895
$
Gas Purchase and Pipeline Capacitv Purchase and
Release Commitments
We have signed agreements providing for the reservation of
flrm pipeline capacity under which we are required to make
flxed monthly payments for contracted capacity. The pricing
component of the monthly payment is established, subject
to change, by U.S. or Canadian regulatory bodies. ln
addition, we have entered into long{erm sale agreements to
release firm pipeline capacity. We also enter into short-term
and long{erm gas purchase agreements.
The aggregate amounts of these agreements were as
follows at December 31,2016:
ln thousands
Gas
Purchase
Agreements
Pipeline
Capacity
Purchase
Agreements
Pipeline
Capacity
Release
Agreements
2017
201 8
201 9
2020
2021
Thereafter
Total
Less: Amount
$$78,587 81,206 $
79,74',1
77,',t25
72,021
45,971
296,592
4,487
3,739
78,587 652,656 8,226
representing
interest 220 101 ,576 94
Total at present
value $ 78,367 $ 551,080 $ 8,132
Our total payments for fixed charges under capacity
purchase agreements were $85.0 million for 2016, $85.2
million for 2015, and $94.3 million ior 2014.lncluded in the
amounts were reductions for capacity release sales of $4.5
million for 2016, $4.4 million for 2015, and $4.8 million for
2014. ln addition, per-unit charges are required to be paid
based on the actual quantities shipped under the
agreements. ln 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.
Environmental Matters
Refer to Note 15 for a discussion of environmental
commitments and contingencies.
83
85
by regulators of remediation alternatives. ln addition to
remediation costs, we could also be subject to Natural
Resource Damages (NRD) claims. We will assess the
likelihood and probability of each claim and recognize a
liability if deemed appropriate. We received a claim made by
the Yakama Nation on January 31, 2017 for costs related to
the selection of remedial action and certain declaratory relief
regarding NRD. We are currently in the process of
assessing the nature of the claim as well as the potential
liability.
Environmental Sites
The following table summarizes information regarding liabilities related to environmental sites, which are recorded in other
current liabilities and other noncurrent liabilities on the balance sheet at December 31.
Current Liabilities Non-Cunent Liabilities
ln thousands 201 6 2015 2016 2015
Portland Harbor site:
Gasco/Siltronic Sediments
Other Portland Harbor
Gasco/Siltronic Upland site
Central Service Center site
Front Street site
Oregon Steel Mills
Total
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 sites. We are a PRP to the
Superfund site and had previously joined with some of the
other PRPs (the Lower Willamette Group or LWG) to
develop a Portland Harbor Remedial lnvestigation/
Feasibility Study (R|/FS), which we submitted to the EPA in
2012. ln August 2015, the EPA issued its own Draft
Feasibility Study (Draft FS) for comment. The EPA Draft FS
provided a new range of remedial costs for the entire
Portland Harbor Superfund Site, which includes the Gasco/
Siltronic Sediment site, discussed below. The range of
present value costs estimated by the EPA for various
remedial alternatives for the entire Portland Harbor, as
provided by the EPA's Draft FS, was $791 million to $2.45
billion. The range provided in the EPA's Draft FS was based
on cost alternatives the EPA estimates to have an accuracy
between -30% and +50% of actual costs, depending on the
scope of work.
ln June 2016, the EPA issued their Final Feasibility Study
(Final FS) and proposed remediation plan (Proposed Plan)
for the Portland Harbor Superfund site. The Proposed Plan
presented the EPAs preferred clean-up alternative, which
estimated the present value cost at approximately $746
million with an accuracy between -30% and +50% of actual
costs. Along with several members of the LWG, we filed a
dispute with the EPA over concerns that the EPAs Final FS
contained factual and technical errors and was insufficient to
support remedy selection. We also submitted comments to
the Proposed Plan identifying technical errors and
suggesting corrections to the Plan.
After reviewing all public comments, the EPA released its
Record of Decision in January 2017, which outlines its
determination of a cleanup approach for the Portland Harbor
site (Portland Harbor ROD). The Portland Harbor
7,786 7,748
179
$ 14,475 $ 16,931 $ 105,268 $ 108,095
ROD presents the EPA's decision on remedial alternatives
and outlines the clean-up plan for the entire Portland
Harbor. The Portland Harbor ROD estimates the present
value cost at approximately $1.05 billion with an accuracy
between -30% and +50% of actual costs.
While the Portland Harbor ROD provides a higher range of
costs than the LWG's submission in 2012, our potential
liability is still 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 '100
PRPs. ln addition, we are actively pursuing clarification and
flexibility under the ROD in order to better understand our
obligation under the clean-up. We are also participating in a
non-binding allocation process in an effort to resolve our
potential liability. The Portland Harbor ROD does not
provide any additional clarification around allocation of
costs.
We manage our liability related to the Superfund site as two
distinct remediation projects, the Gasco/Siltronic Sediments
and Other Portland Harbor projects.
Exhibit No. 1
J. Palfreyman, NW Natural
$869 $
1,970
10,657
73
906
2,229 $
1,972
11,550
25
'I ,1 55
43,972 $
4,148
49,1 83
42,641
5,073
52,454
84
86
179
Gasco/Siltronic Sediments. ln 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. We submitted a draft EE/CAto the
EPA in May 2012to provide the estimated cost of potential
remedial alternatives for this site. At this time, the estimated
costs for the various sediment remedy alternatives in the
draft EE/CA as well as costs for the additional studies and
design work needed before the cleanup can occur, and for
regulatory oversight throughout the clean-up range from
$44.8 million to $350 million. We have recorded a liability of
$44.8 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 our liability related to
the Portland Harbor site, discussed above.
other Portland Harbor. NW Natural incurs costs related to its
membership in the LWG. NW Natural also incurs costs
related to NRD from these sites. The Company 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 June 2009,
and in January 2017,liled suit against the Company and 31
other parties seeking remedial costs and NRD assessment
costs associated with the Portland Harbor, as defined in the
complaint by the Yakama Nation. The complaint seeks
recovery of alleged costs totaling $0.3 million in connection
with the selection of a remedial action for the Portland
Harbor as well as declaratory judgment for unspecifled
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. Generally, NRD claims may arise only
after a remedy for clean-up has been settled. We have
recorded a liability for these 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. This
liability is not included in the range of costs provided in the
Final FS or 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 us for
environmental contamination under the ODEQ Voluntary
Clean-Up Program (VCP). lt is not included in the range of
remedial costs for the Portland Harbor site noted above. We
manage the Gasco site in two parts, the uplands portion and
the groundwater source control action.
We submitted a revised Remedial lnvestigation Report for
the uplands to ODEQ in May 2007. ln March 2015, ODEQ
approved the RA NW Natural submitted in 2010, enabling us
to begin work on the FS in 20'16. We have 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.
ln 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. Previously we were 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.
ln September 2013, we completed construction of a
groundwater source control system, including a water
treatment station, at the Gasco site. We are working with
ODEQ on monitoring the effectiveness of the system and at
this time it is unclear what, if any, additional actions ODEQ
may require subsequent to the initial testing of the system or
as part of the final remedy for the uplands portion of the
Gasco site. We have estimated the cost associated with the
ongoing operation of the system and have recognized a
liability which is at the low end of the range of potential cost.
We 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 our Gasco sediment
exposure.
Beglnning November 1 , 2013, capital asset costs of $19.0
million for the Gasco water treatment station were placed
into rates with OPUC approval. The OPUC deemed these
costs prudent. Beginning November 1,2014, the OPUC
approved the application of $2.5 million from insurance
proceeds plus interest to reduce the total amount of Gasco
capital costs to be recovered through rate base. A portion of
these proceeds was noncash in 2014.
OTHER SITES. ln addition to those sites above, we have
environmental exposures at three other sites: Central
Service Center, Front Street and Oregon Steel Mills. 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. We are currently performing an
environmental investigation of the property under ODEQ's
lndependent Cleanup Pathway. This site is on ODEQ's list
of sites with confirmed releases of hazardous substances,
and cleanup is necessary.
Front Street site. The Front Street site was the former
location of a gas manufacturing plant we operated (the
former Portland Gas Manufacturing site, or PGM). At
ODEQ's request, we conducted a sediment and source
control investigation and provided findings to ODEQ. ln
December 2015, we completed a FS on the former Portland
Gas Manufacturing site. The FS provided a range of $7.6
million to $12.9 million for remedial costs. We have recorded
a liability at the low end of the range of possible loss as no
alternative in the range is considered more likely than
another. Further, we have recognized an additional liability
of $'l .1 million for additional studies and design costs as well
Exhibit No. I
J. Palfreyman, NW Natural
87
85
as regulatory oversight throughout the clean-up that will be
required to assist in ODEQ making a remedy selection and
completing a design.
Oregon Steel Mills site. Refer to the "Legal Proceedings,"
below.
Site Remediation and Recoverv Mechanism (SRRM)
We have a SRRM through which we track and have the
ability to recover past deferred and future prudently incurred
environmental remediation costs allocable to Oregon,
subject to an earnings test.
REGULATORYACTIVITIES. ln February 2015, the OPUC
issued an Order addressing outstanding issues related to
the SRRM (2015 Order), which required us to forego the
collection of $15 million out of approximately $95 million in
total environmental remediation expenses and associated
carrying costs we had deferred through 2012 based on the
OPUC's determination of how an earnings test should apply
to amounts deferred from 2003 lo 2012, with adjustments
for other factors the OPUC deemed relevant. As a result, we
recognized a $15 million non-cash charge in operations and
maintenance expense in the first quarter of 2015. Also, as a
result of the 2015 Order, we recognized $5.3 million pre-tax
of interest income related to the equity earnings on our
deferred environmental expenses.
ln addition, the OPUC issued a subsequent Order regarding
the SRRM implementation in January 2016 (2016 Order) in
which the OPUC: (1) disallowed the recovery of $2.8 million
of interest earned on the previously disallowed
environmental expenditure amounts; (2) clarified the state
allocation of 96.68% of environmental remediation costs for
all environmental sites to Oregon; and (3) conflrmed our
treatment of $13.8 million of expenses put into the SRRM
amortization account was correct and in compliance with
prior OPUC orders. As a result of the 2016 Order, we
recognized a $3.3 million non-cash charge in the first
quarter of 2016, of which $2.8 million is reflected in other
income and expense, net and $0.5 million is included in
operations and maintenance expense.
COLLECTIONS FROM OREGON CUSTOMERS. The
SRRM provides us with the ability to recover past deferred
and future prudently incurred environmental remediation
costs allocable to Oregon, subject to an earnings test. The
SRRM created three classes 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 our authorized cost of capital. The Company
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. We earn 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. We earn a carrying cost equal to the
amortization rate determined annually by the OPUC,
which approximates a short-term borrowing rate. We
included $9.0 million of deferred remediation expense
approved by the OPUC for collection during the
2016-2017 PGA year.
ln addition to the collection amount noted above, the Order
also provides for the annual collection of $5 million from
Oregon customers through a tariff rider. As we collect
amounts from customers, we recognize these collections as
revenue and separately amortize our deferred regulatory
asset balance through operating expense.
We received total environmental insurance proceeds of
approximately $'150 million as a result of settlements from
our litigation that was dismissed in July 20'14. Under the
OPUC Order, one-third of the Oregon allocated proceeds
were applied to costs deferred through 2012, and the
remaining two{hirds will be applied to costs over the next 20
years. Annually, the Order provided for the application of $5
million of insurance proceeds plus interest against deferred
remediation expense deemed prudent in the same annual
period; annual amounts not utilized are carried forward to
apply against future prudently incurred costs. We accrue
interest on the 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 ,2016, we have applied $63.2
million of insurance proceeds to prudently incurred
remediation costs.
ln thousands 2016 2015
Deferred costs and interest (1)
Accrued site liabilities (2)
lnsurance proceeds and interest
Total regulatory asset deferral(1)
Cunent regulatory assets(3)
Long{erm regulatory assets(3)
(1)
$ 73,959 $ 85,854
9,989 9,270
63,970 76,584
(3)
lncludes pre-review and post-review deferred costs, amounts
curently in amortization, and interest, net of amounts collected
from customers.
Excludes $0.3 million, or 3.32o/o of the Front Street site liability
as the OPUC allows recovery of 96.68% of costs for all sites,
including those that historically served only Oregon customers.
Environmental costs relate to specific sites approved for
regulatory deferral by the OPUC and WUTC. ln Oregon, we
eam a carrying charge on cash amounts paid, whereas
amounts accrued but not yet paid do not earn a carrying
charge until expended. We also accrue a carrying charge on
insurance proceeds for amounts owed to customers. ln
Washington, a carrying charge related to deferred amounts will
be determined in a future proceeding. Cunent environmental
costs represent remediation costs management expects to
collect from customers in the next 12 months. Amounts
included in this estimate are still subject to a prudence and
eamings test review by the OPUC and do not include the $5
million tariff rider. The amounts allocable to Oregon are
recoverable through utility rates, subject to an earnings test.
Exhibit No. 1
J. Palfreyman, NW Natural
88
86
The following table presents information regarding the total
regulatory asset deferred as of December 31:
$ 53,039 $ 79,505
119,443 125,026
(98,s23) (118,677)
ENVIRONMENTAL EARNINGS TEST. The 2015 Order
directed us to implement an annual environmental earnings
test for our prudently incurred remediation expense.
Prudently incurred Oregon allocated annual remediation
expense and interest in excess of the $5 million tariff rider
and $5 million insurance proceeds application plus interest
on the insurance proceeds are recoverable through the
SRRM, to the extent the utility earns at or below our
authorized Return On Equity (ROE). To the extent the utility
earns more than its authorized ROE in a year, the utility is
required to cover environmental expenses and interest on
expenses greater than the $10 million (plus interest from
insurance proceeds) with those earnings that exceed its
authorized ROE.
Under the 2015 Order, the OPUC will revisit the deferral and
amortization of future remediation expenses, as well as the
treatment of remaining insurance proceeds three years from
the original Order, or earlier if the Company gains greater
certainty about its future remediation costs, to consider
whether adjustments to the mechanism may be appropriate.
WASHINGTON DEFERRAL. ln Washington, cost recovery
and carrying charges on amounts deferred for costs
associated with services provided to Washington customers
will be determined in a future proceeding. Annually, we
review all regulatory assets for recoverability or more often if
circumstances warrant. lf we should determine all or a
portion of these regulatory assets no longer meet the criteria
for continued application of regulatory accounting, then we
would be required to write off the net unrecoverable
balances against earnings in the period such a
determination is made.
Leqal Proceedinqs
NW Natural is subject to claims and litigation arising in the
ordinary course of business. Although the flnal outcome of
any of these legal proceedings cannot be predicted with
ce(ainty, including the matter described below, we do not
expect that the ultimate disposition of any of these matters
will have a material effect on our flnancial condition, results
of operations or cash flows. See also Part l, ltem 3, "Legal
Proceedings."
OREGON STEEL MILLS SITE. ln 20M, 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, lnc. v. The Port of Portland. The Port
alleges that in the 1940s and 1950s petroleum wastes
generated by our 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. Although the
final outcome of this proceeding cannot be predicted with
certainty, we do not expect the ultimate disposition of this
matter will have a material effect on our financial condition,
results of operations or cash flows.
For additional information regarding other commitments and
contingencies, see Note 14.
Exhibit No. 1
J. Palfreyman, NW Natural87
89
ln thousands, except share data
NORTHWEST NATURAL GAS COMPANY
QUARTERLY Fr NANCTAL r NFORMATTON (U NAUDTTED)
Quarter ended
March 31 June 30 September 30 December 31
2016
Operating revenues
Net income (loss)
Basic earnings (loss) per share(l)
Diluted earnings (loss) per share(1)
201 s
Operating revenues
Net income (loss)
Basic earnings (loss) per share(1)
Diluted earnings (loss) per share(1)
(1)
$255,529 $
36,641
1.33
1.33
261,665 $
28,486
1.04
1.04
99,183 $
2,019
0.07
0.07
138,280 $
2,197
0.08
0.08
87,727 $
(8,040)
(0.2s)
(0.2e)
93,128 $
(6,685)
(0.24)
(0.24)
233,528
28,275
1.01
1.00
230,7'.18
29,705
'1.08
1.08
$
Quarterly earnings (loss) per share are based upon the average number of common shares outstanding during each quarter. Variations in
eamings between quarterly periods are due primarily to the seasonal nature of our business.
NORTHWEST NATURAL GAS COMPANY
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
Additions Deductions
ln thousands (year ended December 31 )
Balance at
beginning of
period
Charged to
costs and
expenses
Charged to
other accounts Net write-offs
Balance at end
of period
2016
Reserves deducted in balance sheet from
assets to which they apply:
Allowance for uncollectible accounts
201 s
Reserves deducted in balance sheet from
assets to which they apply:
Allowance for uncollectible accounts
2014
Reserves deducted in balance sheet from
assets to which they apply:
Allowance for uncollectible accounls
1,290
870
969
$
826
859
1,286
$
$
$$599
$
870
969
1,656
$
$
$1,246 $
760 $
$b
Exhibit No. 1
J. Palfreyman, NW Natural
$
$
88
90
ITEM 9. CHANGES IN AND DISAGREEMENTS
WTH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Our management, under the supervision and with the
participation of our Chief Executive Officer and Chief
Financial Officer, has completed an evaluation of the
effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and
1 5d-1 5(e) of the Securitles Exchange Act of 1 934, as
amended (the Exchange Act)). Based upon this evaluation,
our Chief Executive Officer and Chief Financial Officer have
concluded that, as ofthe end ofthe period covered by this
report, our disclosure controls and procedures were
effective to ensure that information required to be disclosed
by us and included in our 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, including the Chief Executive Officer and
Chief Financial Officer, as appropriate to allow timely
decisions regarding required disclosure.
(b) Changes in lnternal Control Over Financial Reporting
Our management is 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 our internal control over
financial reporting that occurred during the quarter ended
December 31, 2016 that have materially affected, or are
reasonably likely to materially affect, our internal control
over financial reporting. The statements contained in Exhibit
31.1 and Exhibit 31.2 should be considered in light of, and
read together with, the information set forth in this ltem 9(a).
ITEM 98. OTHER INFORMATION
None.
Exhibit No. 1
J. Palfreyman, Nw Natural
9189
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The "lnformation Concerning Nominees and Continuing Directors", "Corporate Governance", and "Section 16(a) Beneficial
Ownership Reporting Compliance" contained in our deflnitive Proxy Statement for the May 25,2017 Annual Meeting of
Shareholders is hereby incorporated by reference.
Age atName Dec. 31 , 2016 Positions held during last five years
Gregg S. Kantor(')
David H. Anderson
Brody J. Wlson(2)
Lea Anne Doolittle
MardiLyn Saathoff
Grant M. Yoshihara
Shawn M. Filippi
Kimberly A. Heiting
Ngoni Murandu
Thomas J. lmeson
Justin Palfreyman
Lori Russell
David A. Weber
59
55
37
Advisor to Board of Directors (2016); Chief Executive Officer (2009-2016); President
(2009-2015); President and Chief Operating Officer (2007-2008); Executive Vice
President (2006-2007); Senior Vice President, Public and Regulatory Affairs
(2003-2006).
Chief Executive Officer and President (2016- ); Chief Operating Officer and
President (2015-2016); Executive Vice President and Chief Operating Officer
(2014-2015); Executive Vice President Operations and Regulation (2O13-2O14)',
Senior Vice President and Chief Financial Officer (2004-2013).
Chief Financial Officer, Treasurer, Chief Accounting Officer and Controller (2016- )
Chief Accounting Officer, Controller and Assistant Treasurer (2016); Controller
(2O13-2015); Acting Controller (2013);Accounting Director (2012-20'13); Senior
Manager, PriceWaterhousecoopers LLP (2009-2012); Manager,
PriceWaterhousecoopers LLP (2007-2009).
Senior Mce President and Chief Administrative Officer (2013- ); Senior Mce
President (2008-201 3); Vice President, Human Resources (2000-2007).
Senior Vice President, Regulation and General Counsel (2016- ), Senior Vice
President and General Counsel (2015-2016); Vice President, Legal, Risk and
Compliance (2013-2OM); Deputy General Counsel (2010-2013); Chief Governance
Officer and Corporate Secretary QO08-2O14).
Senior Vice President, Utility Operations (2016- ); Vce President, Utility Operations
(2007-2016)', Managing Director, Utility Services (2005-2006); Director, Utility
Services (2004-2005).
Vice President, Chief Compliance Officer and Corporate Secretary (2016- ); Mce
President and Corporate Secretary (2015-2016); Senior Legal Counsel (2011-2U$;
Assistant Corporate Secretary Q01O-2OM); Associate Legal Counsel (2005-2010).
Vice President, Communications and Chief Marketing Officer (2015- ); Chief
Marketing & Communications Officer (2013-2014); Chief Corporate Communications
Office r (2O 1 1 -201 3), Com m u n icati o ns D i recto r (2005-201 1).
Vice President and Chief lnformation Officer (2016- ); Chief lnformation OfficerQU -2016); Senior Vice President and Chief lnformation Officer, NANA
Development Corporation (2O1O-2O1 4).
Vice President of Public Affairs (2014- ); Director of Public Affairs, Port of Portland
(2006-2014).
Vice President of Business Development (2016- ); Director, Power, Energy and
lnfrastructure Group, Lazard, Freres & Co. (2009-2016).
Vice President, Utility Services (2016- ); Utility Field Operations Director
(2013-2016); Serve Customer Process Director (2008-2013).
President and Chief Executive Officer, NW Natural Gas Storage, LLC and Gill
Ranch Storage,L,LC (2012- ), lnterim President and Chief Executive Officer, NW
NaturalGas Storage, LLC and Gill Ranch Storage, LLC (2011-2012); Chiet
Operating Officer, NW Natural Gas Storage, LLC and Gill Ranch Storage, LLC
(2010-2011); Managing Director of lnformation Services and Chief lnformation
Officer (2OO5-2O11); Director of lnformation Services and Chief lnformation Officer
(2001-2005).
61
60
6'1
44
47
42
66
38
57
57
(1)Mr. Kantor served as the Company's Chief Executive Officer until the transition of the role to Mr. Anderson on August 1, 2016. After
that time Mr. Kantor served as an advisor to the Board of Directors until his retirement from the Company on December 31 , 2016.
Gregory C. Hazelton resigned from his position as Senior Mce President, Chief Financial Officer and Treasurer of the Company
effective September 2,2016, at which time Mr. Wilson was appointed interim Chief Financial Officer and interim Treasurer in addition
to continuing as Controller and Chief Accounting Officer.
(2)
Each executive officer serves successive annual terms; present terms end on May 25, 2017. There are no family relationships
among our executive officers, directors or any person chosen to become one of our officers or directors.
NW Natural has adopted a Code of Ethics (Code) applicable to all employees and officers that is available on our website at
www.nwnatural.com. We intend to disclose on our website at www.nwnatural.com any amendments to the Code or waivers of
the Code for executive officers.
90
Exhibit No. 1
J. Palfreyman, NW Natural
92
ITEIVI 11. EXECUTIVE COMPENSATION
The information concerning "Executive Compensation", "Report of the Organization and Executive Compensation Committee",
and "Compensation Committee lnterlocks and lnsider Participation" contained in our definitive Proxy Statement for the May 25,
20'17 Annual Meeting of Shareholders is hereby incorporated by reference. lnformation related to Executive Officers as of
December 31 ,2016 is reflected in Part lll, ltem 10, above.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTAND
RELATED STOCKHOLDER MATTERS
The following table sets forth information regarding compensation plans under which equity securities of NW Natural are
authorized for issuance as of December 3'1, 2016 (see Note 6 to the Consolidated Financial Statements):
(a)(b)
Plan Category
Number of securities
to be issued upon
exercise of
outstanding options,
wanants and rights
Weighted-average
exercise price of
outstanding options,
warants and rights
(c)
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column
(a))
Equity compensation plans approved by security holders:
LTIP Performance Share Awards (Target Award)(1)(2)
LTIP Restricted Stock Units (Target Award)(1x2)
LTIP Stock Options(3)
Restated Stock Option Plan
Employee Stock Purchase Plan
Equity compensation plans not approved by security holders:
Executive Defened Compensation Plan (EDCP)(a)
Directors Deferred Compensation Plan (DDCP)(a)
Defened Compensation Plan for Directors and Executives (DCP)(s)
Total
113,674
89,973
180,163 $
18,830
1,t95
45,986
161,048
nla
nla
44.38
50.47
365,633
365,633
615,633
41,831
nla
nla
nla
nla
nla
nla
610,869 657,464
(1)
(2t
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. lf the maximum awards were paid pursuant to the Performance Share Awards outstanding at
December 31, 2016, the number of shares shown in column (a) would increase by 113,674 shares and the number of shares shown in
column (c) would decrease by the same amount of shares.
The aggregate 365,633 shares are available for future issuance under the LTIP as Restricted Stock Units, Performance Share Awards, or
stock options. An additional 250,000 shares are available for LTIP Stock Option lssuance at December 31, 2016, but those additional
shares are not available for issuance of LTIP Restricted Stock Units or Performance Share Awards.
Shares balance includes 365,633 shares available for future issuance under the LTIP as Restricted Stock Units, Performance Share
Awards, or stock options, and an additional 250,000 shares available for LTIP Stock Option lssuance only at December 31, 2016, which are
not available for issuance of LTIP Restricted Stock Units or Performance Share Awards.
Prior to January 1, 2005, deferred amounts were credited, at the participant's election, to either a 'cash account" or a "slock account." lf
defened amounts were credited to stock accounts, such accounts were credited with a number of shares of NW Natural common stock
based on the purchase price ofthe 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, defered 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 slock 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.
Effective January 1,2005, the EDCP and DDCP were closed to new participants and replaced Wth 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 Natural 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 '1 5 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 participant's 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 the Company.
Exhibit No. 1
J. Palfreyman, NW Natural
93
(3)
(4)
(s)
91
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 our definitive Proxy Statement for the May 25,2017
Annual Meeting of Shareholders is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS, AND DI RECTOR
INDEPENDENCE
The information captioned "Transactions with Related
Persons" and "Corporate Governance" in the Company's
definitive Proxy Statement for the May 25, 2017 Annual
Meeting of Shareholders is hereby incorporated by
reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND
SERVICES
The information captioned "2016 and 2015 Audit Firm Fees"
in the Company's definitive Proxy Statement for the May 25,
2017 Annual Meeting of Shareholders is hereby
incorporated by reference.
Exhibit No. 1
J. Palfreyman, NW Natural92
94
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are liled as part of this report.
1. A list of all Financial Statements and Supplemental Schedules is incorporated by reference to ltem 8.
2. List of Exhibits filed:
Reference is made to the Exhibit lndex commencing on page 95.
ITEM 16. FORM 1O-K SUMMARY
None.
J. Palfreyman, NW Natural
Exhibit No. 1
93
95
S/G'VAIURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NORTHWEST NATURAL GAS COMPANY
Bv: /s/ David H. Anderson
David H. Anderson
President and Chief Executive Officer
Date: February27,2017
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.
Signature Title Date
/s/ David H. Anderson Principal Executive Officer and Director February 27,2017
David H. Anderson
President and Chief Executive Officer
/s/ Brody J. Wilson
Principal Financial Officer and Principal
Accounting Officer February 27,2017
Brody J. Wilson
Chief Financial Officer, Chief Accounting Officer,
Treasurer and Controller
/s/ Timothy P. Boyle Director
Timothy P. Boyle
/s/ Martha L. Byorum
Martha L. Byorum
/s/ John D. Carter
John D. Carter
/s/ Mark S. Dodson Director
Mark S. Dodson
February 27,2017
/s/ C. Scott Gibson Director
C. Scott Gibson
/s/ Tod R. Hamachek Director
Tod R. Hamachek
/s/ Jane L. Peverett Director
Jane L. Peverett
/s/ Kenneth Thrasher Director
Kenneth Thrasher
/s/ Malia H. Wasson Director
Exhibit No. 1
J. Palfreyman, NW Natural
Director
Director
)
)
)
)
)
)
)
)
)
)
)
Malia H. Wasson
94
95
)
)
)
)
)
)
)
)
)
)
)
)
)
NORTHWEST NATURAL GAS COMPANY
Exhibit lndex to Annual Report on Form 10-K
For the FiscalYear Ended December 31, 2016
Document
"3a.
*3b.
*4a.
Exhibit Number
*4f.
*49
12
Restated Articles of lncorporation, as filed and effective May 31, 2006 and amended June 3, 2008 (incorporated
herein by reference to Exhibit 3.1 to Form 10-Q for the quarter ended June 30, 2008, File No. 1-15973).
Copy of Mortgage and Deed of Trust, dated as of July 1, 1946, to Bankers Trust (to whom Deutsche Bank Trust
Conipany Americas is now successor), Trustee (incorporated herein by reference to Exhibit 7O in File No. 2-6494);
and copies of Supplemental lndentures Nos. 1 through 14 to the Mortgage and Deed of Trust, dated respectively, as
of June 1, 1949, March 1, 1954, Aprill, 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 herein by reference to Exhibit 4(d) in File No. 33-1929); Supplemental lndenture 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
lndentules 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 herein by reference to Exhibit 4(c) in File No. 33-40482);
Supplemental lndenture No. '19 to the Mortgage and Deed of Trust, dated as of June 1 , 1 991 (incorporated herein by
reference to Exhibit 4(c) in File No. 33-64014); Supplemental lndenture No. 20 to the Mortgage and Deed of Trust,
dated as of June 1 , 1993 (incorporated herein by reference to Exhibit 4(c) in File No. 33-53795); Supplemental
lndenture No. 21 to the Mo(gage and Deed of Trust, dated as of October 15, 2012 (incorporated herein by reference
to Exhibit 4.'l to Form 8-K dated October 26, 2012, File No. 1-'l 5973); and Supplemental lndenture No. 22 to the
Mortgage and Deed of Trust, dated as of November 1, 2016 (incorporated herein by reference to Exhibit 4.1 to Form
1O-Ofor the quarter ended September 30, 20'16, File No. 1-15973).
Bylaws as amended May 22,2014 (incorporated herein by reference to Exhibit 3.1 to Form 8-K dated May 22,2014,
File No. 1-15973).
Form of Secured Medium-Term Notes, Series B (incorporated herein by reference to Exhibit 4.1 to Form 8-K dated
October 4,2004, File No. 1-15973).
Exhibit No. 1
J. Palfreyman, NW Natural
"4b.
*4c.
-4d.
*4e.
Copy of lndenture, dated as of June 1, 1991, between the Company and Bankers Trust Company, Trustee, relating
to th-e Company's Unsecured Medium-Term Notes (incorporated herein by reference to Exhibit 4(e) in File No.
33-64014).
Form of Credit Agreement among Northwest Natural Gas Company and the parties thereto, with JPMorgan Chase
Bank, N.A. as administrative agent and U.S. Bank, N.A. and Wells Fargo Bank, N.A. as co-syndication agents, dated
as of December 20,2012 (incorporated herein by reference to Exhibit 4.1 to Form 8-K dated December 20,2012,
File No.1-15973).
Form of Letter Agreement, between each of JPMorgan Chase Bank, N.A., Bank of America, N.A., Canadian lmperial
Bank of Commer-ce, Royal Bank of Canada, TD Bank, N.A., Union Bank, N.A., US Bank, N.A., and Wells Fargo
Bank, N.A., with JPMorgan Chase Bank, N.A. as Administrative Agent, extending the maturity date of the Credit
Aqreement between Northwest Natural Gas Company and each financial institution, effective as of December 20,
2d13 (incorporated herein by reference to Exhibit 4k to Form 10-K for 2013, File No. 1-15973).
Form of Letter Agreement, between each of JPMorgan Chase Bank, NA., Bank of America, N.A., Canadian lmperial
Bank of Commerce, Royal Bank of Canada, TD Bank, N.A., Union Bank, N.A., US Bank, N.A., and Wells Fargo
Bank, N.A., with JPMorgan Chase Bank, N.A. as Administrative Agent, extending the maturity date of the Credit
Aqreement between Northwest Natural Gas Company and each financial institution, effective as of December 20,
2d'14 lincorporated herein by reference to Exhibit 4m to Form 10-K for 2014, Frle No. 1-15973).
First Amendment to Credit Agreement, between the Company JPMorgan Chase Bank, N.A., Bank of America, N.A.,
Canadian lmperial Bank of Commerce, Royal Bank of Canada, TD Bank, N.A., Union Bank, N.A., US Bank, N.A,
and Wells Fargo Bank, N.A., with JPMorgan Chase Bank, N.A. as Administrative Agent, dated as of December 20,
20'14 (incorporated herein by reference to Exhibit 4n to Form 10-K for 2014, Ftle No. 1-15973).
Statement re computation of ratios of earnings to fixed charges.
Subsidiaries of Northwest Natural Gas Company.21
95
97
23 Consent of PricewaterhouseCoopers LLP
31.1 Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)115-d-1a(a), Section 302 of the Sarbanes-Oxley
Act of 2002.
31.2 Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)115-d-14(a), Section 302 of the Sarbanes-OxleyActof 2OO2.
'"32.1 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-
Oxley Act ot 2002.
Executive Comoensation Plans and Arranoements:
*1 0a.
.'10b.
"1 0c.
"10d.
*1 0e.
*1 0f.
*1og
-'10h.
"10i.
*1 0j
"1 0k.
*10t
"10m.
Executive Supplemental Retirement lncome Plan 20'10 Restatement (incorporated herein by reference to Exhibit
10b. to Form 1 0-K for 2009, File No. 1-15973).
Supplemental Executive Retirement Plan, 2011 Restatement (incorporated herein by reference to Exhibit 10. 1 to
Form 1 0-Q for the quarter ended September 30, 201 'l , File No. 1-15973).
Northwest Natural Gas Company Supplemental Trust, effective January 1, 2005, restated as of December 15, 2005
(incorporated herein by reference to Exhibit 10.7 to Form 8-K dated December 16, 2005, File No. 1-15973).
Northwest Natural Gas Company Umbrella Trust for Directors, effective January 1, 1991, restated as of December
15, 2005 (incorporated herein by reference to Exhibit 10.5 to Form 8-K dated December 16, 2005, File No. 1-15973).
Northwest Natural Gas Company Umbrella Trust for Executives, effective January '1 , 1988, restated as of December
15, 2005 (incorporated herein by reference to Exhibit 10.6 to Form 8-K dated December 16, 2005, File No. 1-15973).
Restated Stock Option ?len,_e: qmeqdg!-q{gctive December 14, 2006 (incorporated herein by reference to Exhibit'10c. to Form 10-K for 2006, File No. 1-15973).
Form of Restated Stock Option Plan Agreement (incorporated herein by reference to Exhibit 10h. to Form 10-K for
2009, File No. 1-15973).
Executive Deferred Compensation Plan, effective as of January 1, 1987, restated as of February 26, 2009
(incorporated herein by reference to Exhibit 10e. to Form 10-K for 2008, File No. 1-15973).
Directors Deferred Compensatio! Plq!, effeciive June 1r 1981r restated as of February 26, 2009 (incorporated
herein by reference to Exhibit 10f. to Form 10-K for 2008, File No. 1-1 5973).
Deferred Compensation Plan for Directors and Execytives, effective January 1, 2005, restated as of July 28,2016
(incorporated herein by reference to Exhibit '10.3 to Form '10-Q for the quarter ended June 30, 2016, File No.
1-15973).
Form of lndemnity Agreement as entered into between the Company and each director and certain executive officers
(incorporated herein by reference to Exhibit 101. to Form 10-K for 2009, File No. 1-15973).
Form of lndemnity Agreement as entered into between the Company and certain executive officers (incorporated
herein by reference to Exhibit 101.(1)to Form '10-K for 2009, File No. 1-15973).
Non-Employee Directors Stock Compensation Plan, as amended effective December 15, 2005 (incorporated herein
by reference to Exhibit 10.2to Form 8-K dated December 16, 2005, File No. 1-15973).
Executive Annual lncentive Plan, effective February 23,2012, as amended effective January 1,2016 (incorporated
herein by reference to Exhibit 10p. to Form 10-K for 2015, File No. 1-15973).
Exhibit No. I
J. Palfreyman, NW Natural
*1 0n
96
98
10o.
"1 op.
-1oq
*10r.
*1 0s.
*1 0t.
*'10u.
-10v
"10w.
*1oy
*102.
10aa.
-10bb.
1Occ.
*1 odd.
*10ee.
*1off.
10x.
Executive Annual lncentive Plan, effective January 1,2017 .
Form of Change in Control Severance Agreemen! between the Company and each executive officer (incorporated
herein by refeience to Exhibit 10o. to Form 10-K for 2008, File No. 1-15973).
Northwest Natural Gas Co-mpany Loqg tgry lnce{ive Plan, as amelded and restated effective May 24,2012
(incorporated herein by reference to Exhibit 10r to Form 10-K for 2012, File No. 1-15973).
Severance Agreement between Northwest Natural Gas Company and an executive officer, dated as of June 30,
201 5 (incorporated herein by reference to Exhibit 10. 'l to Form 8-K dated June 24, 2015, File No. 1-1 5973).
Form of Long Term lncentive Award Agreement under the Long Term lncentive Plan (2014-2016) (incorporated
herein by reference to Exhibit 10v. to Form 10-K for 2013, File No. 1-15973).
Form of Long Term lncentive Award Agreement urder the Long Term lncentive Plan (2015-2017) (incorporated by
reference to Exhibit 10w. to Form 10-K for 2014, File No. 1-15973).
Form of Long Term lncentive Award Agreement qndel the Long Term lncentive Plan (2016-2018) (incorporated
herein by reference to Exhibit 10w. to Form 10-K for 2015, File No. 1-15973).
Form of Long Term lncentive Award Agreement under the Long Term lncentive Plan between the Company and
Executive Officer (2016-2018) (incorporated herein by reference to Exhibit 10x. to Form 10-K for 2015, File No.
1-1 5973).
an
Agreement to Amend the Long Term lncentive Award Agreement, under the Long Term lncentive Plan dated
February 25,2016 by and between the Company and an executive officer (incorporated herein by reference to
Exhibit 10y. to Form 10-K for2015, File No. 1-15973).
Form of Long Term lncentive Award Agreement under Long Term lncentive Plan (2017-2019).
Form of Consent dated December 14,2006 entered into by each executive officer with respect to amendments to the
Executive Supplemental Retirement lncome Plan, the Supplemental Executive Retirement Plan and certain change
in control severance agreements (incorporated herein by reference to Exhibit 10.1 to Form 8-K dated December f9,
2006, File No. 1-15973).
Consent to Amendment of Deferred Compensation Plan for Directors and Executives, dated February 28, 2008
entered into by each executive officer (incorporated herein by reference to Exhibit 1 Obb to Form 10-K for 2007 , Flle
No. 1-15973).
Form of Restricted Stock Unit Award Agreement under Long Term lncentive Plan (2017).
Form of Restricted Stock Unit Award Agreement under Long Term lncentive Plan (2016) (incorporated herein by
reference to Exhibit 1Obb. to Form 10-K for 2015, File No. 1-15973).
Form of Amendment to Restricted Stock Unit Award Agreements (2013, 2014 and 2015).
Form of Restricted Stock Unit Award Agreement u4de1 the Long Term lncentive Plan (2013) (incorporated herein by
reference to Exhibit 10aa. to Form '10-K for 2012, File No. 1-15973).
Form of Restricted Stock Unit Award Agreement under the Long Term lncentive Plan (2012) (incorporated herein by
reference to Exhibit 10.1 to Form 8-K dated December 20, 2011 , File No. 1-15973).
Form of Special Restricted Stock Unit Award Agreement under the Long Term lncentive Plan between the Company
and an executive officer (incorporated herein by reference to Exhibit 10cc. to Form 10-Q for the period ending
September 30,2013, File No. 1-15973).
Exhibit No. 1
J. Palfreyman, NW Natural
99
97
"1 ogg.Form of Special Restricted Stock Unit Award Agreement under the Long Term lncentive Plan between the Company
and an executive officer (incorporated herein by reference to Exhibit 10a. to Form 1 0-Q for the quarter ended March
31,2014, File No. 1-15973).
*10hh. Form of Special Retention Restricted Stock Unit Award Agreement between the Company and an executive officer,
dated as of June 30, 2015 (incorporated herein by reference to Exhibit 1O.2 to Form 8-K dated June 24, 2015, FlleNo.1-15973).
"10ii.
.1ojj
.1 okk.
*1011.
*10mm.
*1 0nn.
10oo.
1opp.
101.
Hire-On Bonus Agreement between the Company and an executive officer, dated as of June 30, 20'15 (incorporated
hereinbyreferencetoExhibitl0.3toFormS-KdatedJune24,2015, FileNo. 1-15973).
Form of Director Restricted Stock Unit Award Agreement under Long Term lncentive Plan (incorporated herein by
reference to Exhibit 10a. to Form 10-Q for the quarter ended March 31 , 2016, File No. 1-15973).
Severance Agreement between Northwest Natural Gas Company and an executive officer, dated August 1,2016
(incorporated herein by reference to Exhibit 10. 1 to Form 8-K dated July 28, 2016, File No. 1-15973).
Form of Restricted Stock Unit Award Agreement between the Company and an executive officer dated as of July 27,
2016 (incorporated herein by reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2016, File No.
1-15973).
Amended and Restated Cash Retention Agreement between the Company and an executive officer, dated as of July
28,2016 (incorporated hereln by reference to Exhibit '10.2 to Form 10-Q for the quarter ended June 30, 2016, File
No.'l-15973).
Form of Special Restricted Stoct_Unit Award Agreement under Long Term lncentive Plan between the Company and
an executive officer, dated as of September 30, 2016 (incorporated herein by reference to Exhibit 10.1 to Form i0-Q
for the quarter ended September 30, 2016, File No. 1-1 5973).
Annual lncentive Plan for NW Natural Gas Storage, LLC, as amended effective January 1,2017.
Long Term lncentive Plan for NW Natural Gas Storage, LLC, as amended effective January 1, 2016.
The following materials from Northwest Natural Gas Company's Annual
ended December 31 , 2016, formatted in Extensible Business Reporting
(i) Consolidated Statements of Income;
(ii) Consolidated Balance Sheets;
(iii) Consolidated Statements of Shareholders' Equity;
(iv) Consolidated Statements of Cash Flows; and
(v) Related notes.
*lncorporated herein by reference as indicated
"*Pursuant to ltem 601 (bx32xii) of Regulation S-K, this certificate is not being "flled" for purposes of Section 18 of the Securities
ExchangeAct of 1934, as amended.
Exhibit No. 1
J. Palfreyman, NW Natural
100
98
Report on Form 10-K for the flscal year
Language (XBRL):
EXHIBIT 12
ln thousands, except share data
NORTHWEST NATURAL GAS COMPANY
Ratios of farniSgto Fixed Charges
Year Ended December 31,
2016 2015 2014 2013 2012
Fixed Charges, as defined:
lnterest on Long-Term Debt
Other lnterest
Amortization of Debt Discount and Expense
lnterest Portion of Rentals
Total Fixed Charges, as defined
Earnings, as defined:
Net lncome
Taxes on lncome
Fixed Charges, as above
Total Earnings, as defined
Ratios of Earnings to Fixed Charges
$ 34,s08 $
3,404
1,671
2,O48
58,895
40,714
41,631
37,918 $
3,173
1,760
1,976
53,703
35,753
44,827
40,066 $
2,718
1,963
2,302
58,692
41,643
47,049
40,825 $
2,709
1,877
1,910
60,538
41,705
47,321
4\631 4482? 4?,U9 4?,321 45,2U
39,175
2,314
1,848
1,864
58,779
43,403
45,201
$ 141,240 $ 134283 $ Mr,3U $ 149564 $ 14?383
3.39 3.00 3.13 3.16 3.26
Exhibit No. 1
J. Palfreyman, NW Natural
101
EXHIBIT 23
CO'VSE'VT OF NDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Nos. 333-70218, 333-100885,
333-120955, 333-134973, 333-139819, 333-180350 and 333-187005) and in the Registration Staternent on Form S-3 (No.
333-1 92641) of Northwest Natural Gas Company of our report dated February 27 , 2017 relating to the consolidated financial
statements, flnancial statement schedule and the effectiveness of internal control over financial reporting, which appears in this
Form 10-K,
/s/ PricewaterhouseCoopers LLP
Portland, Oregon
February 27,2017
Exhibit No. 1
J. Palfreyman, NW Natural
102
EXHIBIT 31.1
CERTIFICATION
l, David H. Anderson, certify that:
1. I have reviewed this annual report on Form 10-K 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 certifuing officer and I are responsible for establishing and maintalning disclosure controls and
procedures (as defined in Exchange Act Rules 13a-1 5(e) and 15d-1 5(e)) and internal control over financial reporting (as defined
in ExchangeAct 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 reglstrant'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 signiflcant 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 flnancial
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. February 27,2017
Exhibit No. 1
J. Palfreyman, NW Natural
103
/s/ David H. Anderson
David H. Anderson
Chief Executive Officer
EXHtBtT 31.2
CERTIFICATION
l, Brody J. Wlson, certify that:
1. I have reviewed this annual report on Form 10-K for 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 flnancial 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 1 3a-1 5(e) and 1 5d-1 5(e)) and internal control over financial reporting (as deflned
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 subsldiaries, 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: February 27,2017
/s/ Brody J. Wilson
Brody J. Wilson
Chief Financial Officer, Treasurer, Chief Accounting Officer and Controller
Exhibit No. 1
J. Palfreyman, NW Natural
104
EXHtBIT 32.1
NORTHWEST NATURAL GAS COMPANY
Certificate Pursuant to Section 906
of Sarbanes - Oxlev Act of 2002
Each of the undersigned, DAVID H. ANDERSON, Chief Executive Officer, and BRODY J. WILSON, the Chief Financial Officer,
Treasurer, Chief Accounting Officer and Controller of NORTHWEST NATURAL GAS COMPANY (the Company), DOES
HEREBY CERTIFY that:
1. The Company's Annual Report on Form '10-K for the year ended December 31, 2016 (the Report) fully complies with
the requirements of section 13(a) or '1 5(d) of the Securities Exchange Act of 1934, as amended; and
2. lnformation contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
lN WITNESS WHEREOF, each of the undersigned has caused this instrument to be executed this 27th day of
February 2017.
/s/ David H. Anderson
David H. Anderson
Chief Executive Officer
/s/ Brodv J. Wilson
Brody J. Wlson
Chief Financial Officer,
Treasurer,
Chief Accounting Officer, and
Controller
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2OO2 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.
Exhibit No. 1
J. Palfreyman, NW Natural
105