Business Description

8 Overview 8 Business Model 8 Environmental Matters 18 Human Capital 18 Information About Our Executive Officers 19 Available Information 19 Item 1A. Risk Factors 20 Item 1B. Unresolved Staff Comments 35 Item 1C. Cybersecurity 32 Item 2. Properties 37 Item 3. Legal Proceedings 38 Item 4. Mine Safety Disclosures 38 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 39 Item 6. Reserved 39 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 39 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 72 Item 8. Financial Statements and Supplementary Data 75 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 152 Item 9A. Controls and Procedures 152 Item 9B. Other Information 152 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 133 PART III Item 10. Directors, Executive Officers and Corporate Governance 153 Item 11. Executive Compensation 155 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 155 Item 13. Certain Relationships and Related Transactions, and Director Independence 157 Item 14. Principal Accountant Fees and Services 157 PART IV Item 15. Exhibits and Financial Statement Schedules 157 Item 16. Form 10-K Summary 157 EXHIBIT INDEX 158 SIGNATURES 163 3 GLOSSARY OF TERMS AND ABBREVIATIONS ACC Arizona Corporation Commission; the entity that regulates NW Holdings' regulated water and wastewater businesses in Arizona with respect to rates and terms of service, among other matters AFUDC Allowance for Funds Used During Construction AOCI / AOCL Accumulated Other Comprehensive Income (Loss) ASC Accounting Standards Codification ASU Accounting Standards Update as issued by the FASB Average Weather The 25-year average of heating degree days based on temperatures established in our last Oregon general rate case Bcf Billion cubic feet, a volumetric measure of natural gas, where one Bcf is roughly equal to 10 million therms CAP Compliance Assurance Process with the Internal Revenue Service CCA Climate Commitment Act enacted by the State of Washington CNG Compressed Natural Gas CODM Chief Operating Decision Maker, which for accounting purposes is defined as an individual or group of individuals responsible for the allocation of resources and assessing the performance of the entity's business units Cost of Gas The delivered cost of natural gas sold to customers, including the cost of gas purchased, gas storage costs, gas reserves costs, gas commodity derivative contracts, pipeline demand costs, seasonal demand cost balancing adjustments, renewable natural gas and its attributes, including renewable thermal certificate costs, and regulatory gas cost deferrals CPP Climate Protection Program established by the Environmental Quality Commission of the Oregon Department of Environmental Quality Decoupling A natural gas billing rate mechanism, also referred to as a conservation tariff, which is designed to allow a utility to encourage residential and small commercial customers to conserve energy Degree Day The number of degrees that the average outdoor temperature falls below or exceeds a base value in a given period of time Demand Cost A component in NW Natural Gas customer rates representing the cost of securing firm pipeline capacity, whether the capacity is used or not ECRM Environmental Cost Recovery Mechanism, a billing rate mechanism for recovering prudently incurred environmental site remediation costs allocable to Washington customers through NW Natural Gas customer billings Energy Corp Northwest Energy Corporation, a wholly-owned subsidiary of Northwest Natural Gas Company EPA Environmental Protection Agency EPS Earnings per share ESPP Employee Stock Purchase Plan FASB Financial Accounting Standards Board FERC Federal Energy Regulatory Commission; the entity regulating interstate storage services offered by the Mist gas storage facility Firm Service Natural gas service offered to customers under contracts or rate schedules that will not be disrupted to meet the needs of other customers FMBs First Mortgage Bonds General Rate Case A periodic filing with state or federal regulators to establish billing rates for utility customers GHG Greenhouse gases GRIP Gas Reliability Infrastructure Program, a statute authorized by the Railroad Commission of Texas that allows gas utilities to…