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~~

Date of Report (Date of earliest event reported)		February 4, 2019
Commission File Number		Registrant, State of Incorporation, Address ofPrincipal Executive Offices, Telephone Number, andIRS Employer Identification No.
1-38681		Northwest Natural Holding Company an Oregon corporation220 N.W. Second AvenuePortland, Oregon 97209Telephone (503) 226-421182-4710680
1-15973		Northwest Natural Gas Company an Oregon corporation220 N.W. Second AvenuePortland, Oregon 97209Telephone (503) 226-421193-0256722

OF THE SECURITIES EXCHANGE ACT OF 1934

June 17, 2019

Date of Report (Date of earliest event reported)

LOGO

NORTHWEST NATURAL GAS COMPANY

(Exact name of registrant as specified in its charter)

Commission File No. 1-15973

Oregon

93-0256722

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

220 N.W. Second Avenue, Portland, Oregon 97209

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, including area code: (503) 226-4211

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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	o
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.		o

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

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. ☐

Item 8.01.

Other Events.

AsOn ~~previously reported~~June 17, ~~in December 2017~~2019, Northwest Natural Gas Company (NW Natural), aissued ~~wholly-owned~~and ~~subsidiary~~sold ~~of Northwest Natural Holding Company (NW Holdings)~~$140, ~~filed an Oregon general rate case. On October 26~~000,000 ~~2018,~~aggregate ~~the~~principal ~~Public~~amount ~~Utility Commission~~ of ~~Oregon~~Secured ~~(OPUC)~~Medium ~~issued~~Term anNotes, consisting ~~order in the NW Natural rate case (Order). The Order froze NW Natural’s pension balancing account as~~ of ~~October 31~~$50, ~~2018. The Order also directed that~~000,000 ~~beginning~~aggregate onprincipal ~~November 1, 2018, NW Natural is authorized to increase the~~ amount of ~~FAS~~3.141% 87Secured ~~pension~~Medium-Term ~~expense~~Notes ~~included~~due in2029, ~~base~~and ~~rates by~~ $~~8.1 million~~90,000,000 ~~for~~aggregate aprincipal ~~total~~amount ~~annual collection~~ of ~~$11~~3.9869% ~~million.~~Secured ~~The~~Medium-Term ~~Order~~Notes ~~also~~due ~~directed~~2049 ~~NW Natural and~~ (the ~~other~~“Notes”). ~~parties~~The toNotes ~~the~~were ~~rate~~offered ~~case~~for tosale pursuant ~~engage in further regulatory proceedings~~ to ~~resolve~~a ~~open~~registration ~~issues~~statement ~~with~~on ~~respect~~Form toS-3 ~~the~~(SEC ~~recovery~~File ofNo. 333-227662-01) (the ~~pension~~“Registration ~~balancing account~~Statement”), which ~~and~~became ~~treatment~~automatically ofeffective ~~the~~upon ~~10-month~~filing ~~deferral period benefits associated~~ with the ~~Tax~~Securities ~~Cuts~~ and ~~Jobs~~Exchange ~~Act~~Commission ~~(TCJA).~~on NWOctober 2, ~~Natural~~2018, ~~expected~~and ~~these~~a ~~proceedings~~Pricing toSupplement, ~~also~~dated ~~determine~~June 11, ~~the~~2019, ~~appropriateness of NW Natural’s remeasurement of the regulated utility excess deferred income taxes pursuant~~ to ~~TCJA~~a ~~and~~Prospectus ~~the~~Supplement, ~~return~~dated ofOctober 3, ~~these~~2018, ~~excess deferred income taxes~~ to ~~customers~~a ~~directly~~Prospectus, ordated October 2, ~~by applying them for the customers’ benefit~~2018.

OnIn ~~February~~connection 4,with ~~2019,~~the NWoffering ~~Natural, OPUC Staff, Oregon Citizen’s Utility Board (CUB),~~ and ~~the~~sale ~~Alliance~~ of ~~Western Energy Customers (AWEC), which comprise all of~~ the ~~parties to the Rate Case~~Notes, ~~filed~~NW ~~with~~Natural ~~the~~is ~~OPUC~~filing atwo ~~joint~~legal ~~stipulation~~opinions ~~addressing~~regarding the ~~remaining~~validity ~~items~~of ~~related to~~ the ~~pension~~Notes as ~~balancing~~Exhibit ~~account~~5(a) and ~~TCJA benefits in the Rate Case~~ 5(~~Settlement~~b). ~~The~~to ~~Settlement~~this isForm ~~subject~~8-K tofor the ~~review~~purpose ~~and approval~~ of ~~the~~incorporating ~~OPUC. For it to be effective,~~ the ~~OPUC~~opinions ~~must~~into ~~issue an Order, which may approve, deny, or modify~~ the ~~terms~~Registration ~~of the Settlement~~Statement.

~~Under~~Item the Settlement, the stipulating parties agree that NW Natural properly recorded the remeasurement of regulated utility excess deferred income taxes pursuant to the effects of TCJA, and agree that all of NW Natural’s TCJA-related dockets will be resolved in accordance with the terms of the Stipulation9.01 ~~Under~~Financial ~~the~~Statements Settlement, NW Natural would return excess deferred income taxes pursuant to TCJA as follows: (i) an annual credit to base rates of $3.4 million; (ii) a credit of $3.0 million per year for five years to sale customers; (iii) a credit to customers' benefit of $5.44 million of deferred income taxes, and $7Exhibits.07 million of TCJA benefits deferred between January 1, 2018 and October 31, 2018, reflected as a reduction to NW Natural’s pension balancing account, described below. As a result of these returns and credits, NW Natural’s rate base is expected to increase by approximately $15.38 million, and the revenue requirement is expected to increase approximately $1.43 million. If the Company files a general rate case within five years of the date of the Order implementing the Settlement, this revenue requirement may be adjusted as part of that general rate case.

As to the future operation and timing of rate recovery of amounts reflected in NW Natural’s pension balancing account, under the Settlement, the stipulating parties agree that, effective October 31, 2018, NW Natural would: (id) ~~reduce~~Exhibits the amount of the frozen pension balancing account by $10.5 million, and apply $12.51 million of the Company’s deferred TCJA benefits, for a total reduction of the pension balancing account of approximately $23.01 million; and (ii) reduce the interest rate on the pension balancing account from NW Natural’s authorized rate of return of 7.317 percent to 4.3 percent. NW Natural would then collect the remainder of the pension balancing account balance over ten years in a customer tariff of $7.3 million per year beginning on the rate effective date. If the Settlement is approved, NW Natural expects to recognize an after-tax charge to earnings of approximately $6.7 million in the quarter in which an order is issued, which is expected to be the first quarter of 2019.

~~Forward-Looking~~See ~~Statements~~Exhibit Index.

~~This~~Exhibit ~~report,~~Index 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, customer rates or rate recovery, customer savings, financial results, financial position, revenue requirement, return on equity, rate base, recovery of pension expense and pension balancing account, treatment of historical TCJA amounts, effects of regulatory mechanisms, tax liabilities, including tax reform, expectations and treatment with respect to retirement plans, approval and adequacy of regulatory deferrals, revenues and earnings, performance, timing or outcomes of future regulatory proceedings or future regulatory approvals, and other statements that are other than statements of historical facts.

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 caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are discussed by reference to the factors described in Part I, Item 1A “Risk Factors,” and Part II, Item 7 and Item 7A “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosure about Market Risk” in Northwest Natural Gas Company’s most recent Annual Report on Form 10-K, as updated by subsequent filed reports, and in Part I, Items 2 and 3 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures About Market Risk,” and Part II, Item 1A, “Risk Factors,” in such company’s quarterly reports filed thereafter.


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.

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
Date: February 4, 2019	/s/ Shawn M. Filippi
		(Registrant)
	Name: Shawn M. Filippi
Dated: June 17, 2019		/s/ Shawn M. Filippi
	Title: Vice President, Chief Compliance Officer and Corporate Secretary
		Vice President, Chief Compliance Officer & Corporate Secretary
	Northwest Natural Gas Company
Date: February 4, 2019	/s/ Shawn M. Filippi
	Name: Shawn M. Filippi
	Title: Vice President, Chief Compliance Officer and Corporate Secretary

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