UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OFMarch ~~THE~~31, ~~SECURITIES~~2020 ~~EXCHANGE ACT OF 1934~~

October 21, 2019

Date of Report (Date of earliest event reported)

Commission file number 1-~~38681 Commission file number 1-~~15973

NORTHWEST NATURAL HOLDING COMPANY NORTHWEST NATURAL GAS COMPANY (Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter)




NORTHWEST NATURAL GAS COMPANY
(Exact name of registrant as specified in its charter)
Oregon					93-0256722
(State or other jurisdiction of incorporation or organization)					(I.R.S. Employer Identification No.)

Oregon

82-4710680

Oregon

93-0256722

250 S.W. Taylor Street

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

Portland

Oregon

97204

(Address of principal executive offices)

(Zip Code)

220 N.W. Second Avenue Portland Oregon

97209

220 N.W. Second Avenue Portland Oregon

97209

(Address of principal executive offices)

(Zip Code)

(Address of principal executive offices)

(Zip Code)



Registrant’s telephone number:	(503)	226-4211

~~Registrant’s~~Check ~~telephone~~the ~~number:~~appropriate ~~(503)~~box ~~226~~below if the Form 8-~~4211~~K ~~Registrant’s~~filing ~~telephone~~is ~~number:~~intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (~~503)~~see ~~226-4211~~General Instruction A.2. below):

8-K

see

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:



Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
None	None	None

Registrant Title of each class Trading Symbol Name of each exchange on which registered Northwest Natural Holding Company Common Stock NWN New York Stock Exchange Northwest Natural Gas Company None



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.		☐

12b-2

240.12b-2

Northwest Natural Holding Company Emerging growth company ☐ Northwest Natural Gas Company Emerging growth company ☐

☐



Item 8.01	Other Events.

~~Washington~~On ~~General~~March ~~Rate~~31, ~~Case~~2020, ~~Order~~Northwest Natural Gas Company (NW Natural) issued and sold $150,000,000 aggregate principal amount of 3.60% Secured Medium-Term Notes due 2050 (the “Notes”). The Notes were offered for sale pursuant to a registration statement on Form S-3 (SEC File No. 333-227662-01) (the “Registration Statement”), which became automatically effective upon filing with the Securities and Exchange Commission on October 2, 2018, and a Pricing Supplement, dated March 26, 2020, to a Prospectus Supplement, dated October 3, 2018, to a Prospectus, dated October 2, 2018.

AsIn ~~previously~~connection ~~disclosed,~~with onthe ~~December 31,~~offering ~~2018,~~and ~~Northwest~~sale ~~Natural Gas Company (NW Natural), a wholly owned subsidiary~~ of ~~Northwest~~the ~~Natural Holding Company (NW Holdings)~~Notes, ~~filed a general rate case in Washington. Also as previously disclosed, on May 23, 2019,~~ NW Natural ~~and~~is ~~other~~filing ~~parties~~two tolegal ~~the~~opinions ~~rate~~regarding ~~case~~the ~~proceeding~~validity ~~filed~~of ~~two~~the ~~settlements~~Notes ~~with~~as ~~the~~Exhibits ~~Washington~~5(a) ~~Utilities~~ and ~~Transportation Commission~~ 5(~~WUTC~~b); ato ~~general~~this ~~joint~~Form ~~settlement agreement, and a multi~~8-~~party~~K ~~settlement~~for ~~agreement on NW Natural’s proposed decoupling tariff. On October 21, 2019,~~ the ~~WUTC~~purpose ~~issued~~of aincorporating ~~final order approving~~ the ~~general~~opinions ~~joint~~into ~~settlement and rejecting~~ the ~~multiparty~~Registration ~~settlement on decoupling (Order)~~Statement.

~~Under~~Item ~~the Order, effective November 1, 2019, NW Natural is authorized to implement base rate changes designed to increase annual revenues from its Washington customers by approximately $5~~9.~~14 million.~~01 ~~The~~Financial ~~rate~~Statements ~~increases~~and ~~are based on the following assumptions:~~ Exhibits.

•(d) ~~Capital structure of 50.0% long-term debt, 1.0% short-term debt, and 49.0% common equity;~~Exhibits

•See ~~Return~~Exhibit onIndex ~~equity of 9~~below.~~40%;~~

•EXHIBIT ~~Cost of capital of 7.161%; and~~INDEX

• Rate base of $173.7 million, an increase of $46 million since the last rate case.



Exhibit		Description

5(a)		Opinion of MardiLyn Saathoff, Esquire, regarding the validity of the Notes.
5(b)		Opinion of Morgan, Lewis & Bockius LLP, regarding the validity of the Notes.
104		Inline XBRL for the cover page of this Current Report on Form 8-K.

The Order authorizes NW Natural to provide federal tax reform benefits to customers related to the Tax Cuts and Jobs Act enacted in December 2017. The Order directs NW Natural to provide customers with a rate reduction of $2.1 million over one year to reflect the benefit of the lower federal corporate income tax rate accumulating from January 1, 2018 through October 31, 2019, and provides an additional annual rate reduction initially set at approximately $0.5 million to reflect a benefit from the remeasurement of deferred tax liabilities of approximately $15.0 million.

one-half

after-tax

Forward-Looking Statements

This report, and other presentations made by NW Holdings and NW Natural from time to time, may contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements regarding the following: plans, objectives, goals, strategies, assumptions, estimates, expectations, expenses, future events, investments, customer growth, targeted capital structure, capital costs, customer rates or rate recovery, customer savings, financial results, financial position, revenue requirement, return on equity, rate base, impairments, treatment of historical tax reform amounts, effects of regulatory decisions or mechanisms, tax liabilities or benefits, including effects of tax reform, environmental remediation cost recoveries, approval and adequacy of regulatory deferrals, revenues and earnings, performance, plans of third parties, timing or outcomes of future regulatory proceedings or future regulatory approvals, and other statements that are other than statements of historical facts.

10-K

All forward-looking statements made in this report and all subsequent forward-looking statements, whether written or oral and whether made by or on behalf of NW Holdings or NW Natural, are expressly qualified by these cautionary statements. Any forward-looking statement speaks only as of the date on which such statement is made, and 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.

New factors emerge from time to time and it is not possible for the company to predict all such factors, nor can it assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~each~~the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ~~The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.~~

				NORTHWEST NATURAL HOLDING COMPANY
		NORTHWEST NATURAL GAS COMPANY
		(Registrant)		~~(Registrant)~~
Dated: October 23, 2019				/s/ Frank H. Burkhartsmeyer
Dated:	March 31, 2020	/s/ Shawn M. Filippi
			Name:	Frank H. Burkhartsmeyer
		Vice President, Chief Compliance Officer and Corporate Secretary
			Title:	Senior Vice President and Chief Financial Officer

NORTHWEST NATURAL GAS COMPANY

(Registrant)

Dated: October 23, 2019

/s/ Frank H. Burkhartsmeyer

Frank H. Burkhartsmeyer

Senior Vice President and Chief Financial Officer

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