NORTHWEST NATURAL GAS CO - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-K

(Check One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
----------- ------------

Commission file number 0-994

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

Oregon 93-0256722
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)

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

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

Securities registered pursuant to
Section 12(g) of the Act:
Title of each class Shares outstanding on February 26, 1999
- ------------------- ---------------------------------------
Common Stock, $3 1/6 par value,
and Common Share Purchase Rights 24,905,690
Preference Stock, without par value 250,000
Preferred Stock, without par value 114,985

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [ X ] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K 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 III of this Form 10-K or any amendment to this
Form 10-K [ X ].

The aggregate market value of the shares of voting stock (common stock)
held by non-affiliates of the registrant at February 26, 1999 was: $604,770,000.

DOCUMENTS INCORPORATED BY REFERENCE

List documents incorporated by reference and the Part of the Form 10-K into
which the document is incorporated.

Portions of the Proxy Statement of Company, dated April 16, 1999, are
incorporated by reference in Part III.

NORTHWEST NATURAL GAS COMPANY

Annual Report to Securities and Exchange Commission
on Form 10-K
for the year 1998

TABLE OF CONTENTS

PART I Page

Item 1. Business
General......................................................... 3
Gas Supply...................................................... 4
Regulation and Rates.............................................7
Competition and Marketing....................................... 9
Environment.....................................................11
Employees.......................................................12

Item 2. Properties..........................................................12

Item 3. Legal Proceedings...................................................13

Item 4. Submission of Matters to a Vote of Security Holders.................13

Additional Item
Executive Officers of the Registrant................................14

PART II

Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters..................................................15

Item 6. Selected Financial Data..............................................17

Item 7. Management's Discussion and Analysis of Results of Operations and
Financial Condition..............................................19

Item 7A.Quantitative and Qualitative Disclosures About Market Risk ..........33

Item 8. Financial Statements and Supplementary Data..........................37

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.............................................66

PART III

Items 10.
- 13. Incorporated by Reference to Proxy Statement.....................66

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.....66

SIGNATURES...................................................................71

2

NORTHWEST NATURAL GAS COMPANY
PART I

ITEM 1. BUSINESS

General
- -------

Northwest Natural Gas Company (NW Natural or the Company) was
incorporated under the laws of Oregon in 1910. The Company and its predecessors
have supplied gas service to the public since 1859. Since September 1997, it has
been doing business as NW Natural.

NW Natural is principally engaged in the distribution of natural gas.
The Oregon Public Utility Commission (OPUC) has allocated to NW Natural as its
exclusive service area a major portion of western Oregon, including the Portland
metropolitan area, most of the Willamette Valley and the coastal area from
Astoria to Coos Bay. NW Natural also holds certificates from the Washington
Utilities and Transportation Commission (WUTC) granting it exclusive rights to
serve portions of three Washington counties bordering the Columbia River. Gas
service is provided in 95 cities, together with neighboring communities, in 16
Oregon counties, and in nine cities, together with neighboring communities, in
three Washington counties. Based on U.S. Census Bureau statistics for 1995, NW
Natural's service areas had a population of about 2,735,000, including about 78
percent of the population of the State of Oregon and 6 percent of the population
of the State of Washington. The city of Portland is the principal retail and
manufacturing center in the Columbia River Basin, and is a major port and
growing nucleus for trade with Pacific Rim nations such as Japan, Taiwan and
Korea.

At year-end 1998, NW Natural had about 425,600 residential customers,
51,200 commercial customers and 600 industrial customers. Industries served
include pulp, paper and other forest products; the manufacture of electronic,
electrochemical and electrometallurgical products; the processing of farm and
food products; the production of various mineral products; metal fabrication and
casting; and the production of machine tools, machinery and textiles.

The Company has two active subsidiaries. NNG Financial Corporation
(Financial Corporation), a wholly owned subsidiary, is incorporated in Oregon.
Canor Energy Ltd. (Canor), a 66 percent owned subsidiary, is incorporated in
Alberta, Canada.

Financial Corporation holds financial investments as a limited partner
in three solar electric generating plants, four windpower electric generation
projects and a hydroelectric project, all located in California, and in two
low-income housing projects in Portland. Financial Corporation also holds
interests in certain gas producing properties in the western United States (See
Item 2, Properties, below).

Canor is engaged in natural gas and oil exploration, development and
production in Alberta and Saskatchewan, Canada. Between 1995 and early 1998,
Canor managed a joint venture with Southlake Energy Inc. (Southlake), a wholly
owned subsidiary of NIPSCO Industries, Inc. (NIPSCO), to develop gas and oil
properties in western Canada. Effective Mar. 31, 1998, Canor acquired Southlake
in exchange for shares in Canor. After the acquisition, Southlake was merged
with Canor. Canor now is 66 percent owned by NW Natural and 34 percent owned by
a NIPSCO subsidiary.

3

Gas Supply - General
- --------------------

NW Natural meets the needs of its core market (residential, commercial
and firm industrial) customers through natural gas purchases from a variety of
suppliers. NW Natural has a diverse portfolio of short- and long-term firm gas
supply contracts. During periods of peak demand, supplies under these contracts
are supplemented with gas from storage facilities either owned by or
contractually committed to NW Natural.

Natural gas for NW Natural's core market is transported over the
interstate pipeline system of Williams Northwest Pipeline (WNP), formerly
Northwest Pipeline Corporation, and some supplies move over other pipelines
upstream of WNP's system in the U.S. and Canada. Rates for service under
transportation agreements between NW Natural and the U. S. interstate pipelines
are established by the Federal Energy Regulatory Commission (FERC), and by
Canadian federal or provincial authorities for the Canadian pipelines over which
NW Natural transports gas.

The largest of the transportation agreements with WNP expires Sep. 30,
2013 and provides for firm transportation capacity of up to 2,160,440 therms(1)
per day. This agreement provides access to natural gas supplies in British
Columbia and the U.S. Rocky Mountains.

The Company's second largest transportation agreement with WNP expires
on Nov. 30, 2011. It provides 1,020,000 therms per day of firm transportation
capacity from the point of interconnection of the WNP and PG&E Gas Transmission
Northwest (PG&E GT-NW) systems in eastern Oregon to NW Natural's service
territory. PG&E GT-NW's pipeline runs from the U.S./Canadian border through
northern Idaho, southeastern Washington and central Oregon to the
California/Oregon border. NW Natural's total capacity on PG&E GT-NW and two
upstream pipelines (Alberta Natural Gas Company and NOVA Corporation of Alberta)
substantially matches this amount of WNP capacity northward into Alberta,
Canada.

NW Natural also has an agreement with WNP expiring Sep. 30, 2009, for
340,000 therms per day of firm transportation capacity for the Company's core
market. This agreement accesses gas supplies in the U.S. Rocky Mountain region.

The cost to NW Natural of gas to supply its core market consists of the
purchase price paid to suppliers plus charges paid to pipelines to transport
such gas to NW Natural's distribution system. While the rates for pipeline
transportation and peaking services are subject to federal regulation, the
purchase price of gas is not. Although pipeline rates increased significantly in
1993 due to system expansion and rate design changes, the effect of such
increases on core market customers has been offset by lower gas commodity prices
and by credits in the form of revenues from off-system sales of commodity and
released transportation capacity in periods when core market customers do not
fully utilize firm pipeline capacity.

NW Natural supplies many of its non-core customers (larger industrial
interruptible customers with full or partial dual fuel capabilities) through gas
transportation service, delivering gas purchased by these customers directly
from suppliers. (See "Transportation.")

- ---------------------
1 One therm is equivalent to 100 cubic feet of natural gas at an assumed heat
content of 1,000 British Thermal Units (Btu's) per cubic foot.

4

Gas Supply -- Core Market Basic Supply
- --------------------------------------

NW Natural purchases gas for its core market from a variety of
suppliers located in the western United States and Canada. At Jan. 1, 1999, NW
Natural had 22 firm contracts with 16 suppliers with original terms of from four
months to 15 years, which provided for a maximum of 2,931,200 therms of firm gas
per day during the peak winter season and 1,343,300 therms per day during the
remainder of the year. About 80 percent of the annual supply comes from Canada,
with most of the rest from the U.S. Rocky Mountain region.

The terms of NW Natural's principal purchase agreements are summarized
as follows:

An agreement expiring Nov. 1, 2003, with CanWest Gas Supply, Inc.
(CanWest), an aggregator for gas producers in British Columbia, Canada, entitles
NW Natural to purchase up to 960,000 therms of firm gas per day. This agreement
contains a demand and commodity pricing structure and a provision for annual
renegotiations of the commodity price to reflect then-prevailing market prices.
The demand charges reflect the reservation of firm transportation space on the
Westcoast Energy, Inc. pipeline system in British Columbia. These demand charges
are subject to change as approved by the Canadian National Energy Board (NEB) in
rate proceedings similar to those conducted in the United States by the FERC.
This contract contains minimum purchase obligations.

An agreement also expiring Nov. 1, 2003, with Amoco Canada Petroleum
Company, Ltd., on terms similar to the CanWest agreement, entitles NW Natural to
purchase up to 83,300 therms of firm gas per day. This gas is aggregated from
production in the Canadian province of Alberta and the Yukon and Northwest
Territories. This contract contains minimum purchase obligations.

An agreement with Poco Petroleums, Ltd., a Canadian producer, expiring
Sep. 30, 2003, entitles NW Natural to purchase up to 155,160 therms per day
during the winter and up to 110,000 therms per day during the summer of gas
produced in Alberta.

Two agreements expiring Sep. 30, 2003 with Engage Energy (formerly
Westcoast Gas Services) entitle NW Natural to purchase up to 140,000 therms per
day year-round, plus up to 92,750 therms per day as winter season supply, of gas
produced in Alberta. Pricing for supplies under these agreements can be
renegotiated annually. The current pricing arrangement includes demand charges
for upstream capacity on the Canadian pipeline systems and a monthly reservation
charge. The commodity pricing consists of a portion of the daily contract
quantity at a fixed price and the remaining daily contract quantity tied to a
monthly Canadian index.

An agreement expiring Oct. 31, 2000, with Summit Resources Ltd.,
entitles NW Natural to purchase up to 77,580 therms per day during the winter
and up to 50,000 therms per day during the summer of gas produced in Alberta.
Pricing for supplies under this agreement can be renegotiated annually. The
current pricing arrangement includes demand charges for upstream capacity on
NOVA Corporation of Alberta's system and commodity charges that are fixed in
three volumetrically based tiers.

During 1998, new short-term (4 or 5 month) purchase agreements for firm
gas were entered into with 11 suppliers, which provided for a total of 1,422,400

5

therms per day during the 1998-99 heating season. These contracts have a variety
of pricing structures and purchase obligations. NW Natural intends to enter into
new short-term purchase agreements in 1999 for equivalent volumes of gas with
these or other similar suppliers to be available during the 1999-2000 winter
season.

NW Natural continues to purchase gas under agreements with two
producers (one of which is Financial Corporation), for gas produced from the
Mist gas field, located about 60 miles northwest of Portland. The production
areas are situated near NW Natural's existing underground gas storage facility.
These agreements have primary terms of 10 years and prices that are tied to NW
Natural's weighted average cost of gas. Current production is approximately
30,000 therms per day from about 17 wells, supplying about 1 percent of NW
Natural's total annual requirements. Production from these wells varies as
existing wells are depleted and new wells are drilled.

NW Natural also buys gas on the spot market (30 days or less) as needed
to meet demand. Some flexibility is provided under the terms of NW Natural's
firm supply contracts, permitting the purchase of spot gas in lieu of firm
contract volumes and allowing NW Natural to take advantage of favorable pricing
on the spot market from time to time.

NW Natural's goal in purchasing gas for its core market is to meet
customers' needs at reasonable prices. NW Natural believes that gas supplies
available from suppliers in the western United States and Canada are adequate to
serve its core market customers for the foreseeable future, and that the cost of
such gas generally will track market prices.

Gas Supply -- Core Market Peaking Supply
- ----------------------------------------

NW Natural supplements its firm gas supplies with gas from
Company-owned or contracted peaking facilities in which gas is stored during
periods of low demand for use during periods of peak demand. In addition to
enabling NW Natural to meet its peak demand, these facilities make it possible
to lower the annual average cost of gas by allowing NW Natural both to reduce
its pipeline transportation contract demand and to purchase gas for storage
during the summer months when prices are generally at their lowest.

NW Natural has contracts with WNP which expire in 2004 for firm storage
services from the underground gas storage field at Jackson Prairie near
Centralia, Washington, and the liquefied natural gas (LNG) facility at Plymouth,
Washington. Together, these facilities provide NW Natural with daily firm
deliverability of 923,470 therms and total seasonal capacity of 13,082,647
therms. In addition, NW Natural has a contract with WNP which continues from
year-to-year, at NW Natural's sole option, for additional daily deliverability
of 132,510 therms and additional seasonal capacity of 2,779,970 therms from the
Jackson Prairie storage field. Separate contracts with WNP provide for the
transportation of these storage supplies to NW Natural's service territory.

NW Natural owns and operates two LNG plants which liquefy gas during
the summer months for storage until the peak winter season. These two plants,
one located in Portland and the other near Newport, Oregon, provide a maximum
daily deliverability of 1.8 million therms and a total seasonal capacity of 17
million therms.

6

NW Natural also owns and operates an underground gas storage facility
at Mist, Oregon. This facility has a maximum daily deliverability of 1.45
million therms and a total seasonal working gas capacity of 85 million therms.
NW Natural is engaged in a multi-year, major expansion of the Mist storage
facility. New reservoir and surface facilities placed into service on Nov. 1,
1998, increased the Mist facility's maximum daily deliverability by 0.45 million
therms and its total seasonal working gas capacity by 15 million therms which
are included in the capacity figures shown above.

NW Natural has a contract with Portland General Electric Company (PGE)
which expires in 2010 that provides NW Natural with additional winter peaking
supply. With certain limitations, NW Natural may interrupt gas deliveries to
PGE's Beaver gas-fired electricity generating plant, use that gas for its core
customers, and compensate PGE for its cost of replacement fuel oil. The daily
deliverability under this contract is 300,000 therms.

NW Natural also has contracts with three industrial customers, two gas
marketing companies and another local gas distribution company that provide a
total of 137,000 therms per day of year-round capacity, plus 360,000 therms per
day of recallable capacity and supply. These contracts have remaining terms
ranging from one to nine years.

Gas Supply -- Transportation
- ---------------------------

Between 1988 and early 1992, most of NW Natural's large industrial
interruptible customers switched from sales service to transportation service,
whereby they purchased gas directly from suppliers and shipped the gas on the
Company's system and those of its pipeline suppliers for a fee. Since 1992, many
of these customers have returned to sales service, primarily because NW
Natural's industrial sales rates were lower than those customers' costs of
purchasing and shipping their own gas. The ability of industrial customers to
switch between sales service and transportation service has made it possible for
NW Natural to retain most of these customers. Because transportation charges
typically have been the same as the margin on an equivalent sale of gas,
switching between sales service and transportation service by industrial
interruptible customers has not had a material effect on NW Natural's results of
operations. (See "Competition and Marketing.")

Regulation and Rates
- --------------------

NW Natural is subject to regulation with respect to, among other
matters, rates, systems of accounts and issuance of securities by the OPUC and
the WUTC. In 1998, 94 percent of NW Natural's gas deliveries and 93 percent of
its utility operating revenues were derived from Oregon customers and the
balance from Washington customers. The Company is exempt from the provisions of
the Natural Gas Act by order of the Federal Power Commission (now the FERC).

NW Natural's most recent general rate increase in Oregon, which was
effective in 1989, authorized rates designed to produce a return on common
shareholders' equity (ROE) of 13.25 percent. The most recent general rate
increase in Washington, which was effective in 1997, authorized rates designed
to produce an ROE of 11.25 percent. Actual revenues resulting from the OPUC's
and WUTC's general rate orders are dependent on weather, economic conditions,
customer growth, competition and other factors affecting gas usage in NW
Natural's service area. NW Natural's returns on average common equity from
utility operations were 12.0 percent in 1997 and 9.9 percent in 1998. The

7

Company's returns from consolidated operations, including subsidiary results,
were 11.3 percent in 1997 and 6.4 percent in 1998.

In October 1998, NW Natural filed its first general rate case in Oregon
since 1989. The filing proposes a revenue increase of $14.7 million per year
from Oregon operations through rate increases averaging 3.8 percent. The
proposed increase is designed to cover the costs of the additional gas storage
at Mist, NW Natural's new residential and small commercial customer information
system and its Year 2000 readiness project.

In November 1998, the OPUC suspended the proposed rate increase for
investigation and hearings. On Mar. 17, 1999, the OPUC Staff filed testimony and
exhibits in the general rate case proceeding recommending a revenue reduction of
$19.9 million per year from NW Natural's operations in Oregon. The Staff's
recommendation incorporated a proposed ROE of 8.5 percent, compared to the
Company's proposed ROE of 11.25 percent. The Staff's recommended reductions in
the Company's annual revenue requirements, besides the effect of the Staff's
proposed ROE ($18 million), included, among others, proposed disallowances of
expenses for wages and salaries ($3.4 million) and sales and marketing
activities ($8.9 million), and costs of NW Natural's new customer information
system ($2.0 million) due to a proposed disallowance of $13.8 million from NW
Natural's investment of $40.3 million in the system. The OPUC Staff is
considered to be an independent party in the case and its positions on issues
are not binding on the Commission. Hearings in the case are scheduled for May
1999 and a decision is expected by Sep. 1, 1999.

In Oregon, NW Natural has a Purchased Gas Cost Adjustment (PGA) tariff
under which net income derived from Oregon operations is affected only within
defined limits by changes in purchased gas costs. The PGA tariff provides for
periodic revisions in rates due to changes in the Company's cost of purchased
gas. Costs included in the PGA adjustments are based on NW Natural's gas
requirements for the 12-month period ended each June 30. Any resulting rate
adjustments, derived from gas prices negotiated for the gas supply contract year
commencing on the following November 1, are made effective on the following
December 1.

Effective Jan. 1, 1998, the PGA tariff provides that 67 percent of any
difference between actual purchased gas costs and estimated purchased gas costs
incorporated into rates will be deferred for amortization in subsequent periods.
If actual gas commodity costs exceed those incorporated in rates, NW Natural
subsequently will adjust its rates upward to recover 67 percent of the
deficiency from core market customers. Similarly, if actual gas commodity costs
are lower than those reflected in rates, rates will be adjusted downward to
distribute to core market customers 67 percent of such gas commodity cost
savings.

In Washington, NW Natural is permitted to track increases and decreases
in gas commodity costs coincidental with their incurrence, with the result that
net income is not directly affected by changes in gas commodity costs.

In both Oregon and Washington, the PGA permits NW Natural to recover
100 percent of FERC-approved pipeline transportation cost increases.

In October 1998, NW Natural filed under its Oregon PGA tariff to
increase rates for Oregon customers by an average of 5.9 percent. The OPUC
approved a substitute filing increasing rates by an average of 3.4 percent
effective Dec. 1, 1998, with the balance of gas cost deferrals to be recovered
in future filings.

8

In October 1998, NW Natural filed under its Washington PGA tariff to
increase rates for Washington customers by an average of 5.8 percent. The WUTC
approved the filing effective Dec. 1, 1998.

The OPUC and WUTC have approved transportation tariffs under which NW
Natural may contract with customers to deliver customer-owned gas. Under these
tariffs, revenues from the transportation of customer-owned gas, except that of
large industrial customers having the capability of bypassing NW Natural's
system, generally are equivalent to the margins that would have been realized
from sales of Company-owned gas. (See "Gas Supply -- Transportation" and
"Competition and Marketing.")

The OPUC and WUTC have implemented "integrated resource planning"
processes under which utilities develop plans defining alternative growth
scenarios and resource acquisition strategies. In 1996 and 1997, respectively,
the OPUC and the WUTC acknowledged and accepted NW Natural's submission of its
third Integrated Resource Plan. Elements of the Plan included an evaluation of
supply and demand resources; the consideration of uncertainties in the planning
process and the need for flexibility to respond to changes; a primary goal of
"least cost" service; and consistency with state energy policy. Although the
OPUC's order acknowledging the Integrated Resource Plan does not constitute
ratemaking approval of any specific resource acquisition or expenditure, the
OPUC indicated that it would give considerable weight in prudency reviews to
utility actions that are consistent with acknowledged plans. NW Natural's fourth
Integrated Resource Plan filing, originally scheduled for 1998, was deferred
until 1999.

Competition and Marketing
- -------------------------

NW Natural has no direct competition in its service area from other
natural gas distributors. For residential customers' heating needs, however, NW
Natural competes with electricity, fuel oil, and, to a lesser extent, wood. It
also competes with electricity and fuel oil for commercial applications.
Competition among these forms of energy is based on price, reliability,
efficiency and performance. In 1998, NW Natural maintained its competitive price
advantage over electricity and approximate price parity with fuel oil in both
the residential and commercial markets. Throughout 1998, natural gas rates
continued to be substantially lower than rates for electricity provided by the
investor-owned utilities which serve approximately 75 percent of the homes in NW
Natural's Oregon service area. NW Natural believes that this rate advantage will
continue for the foreseeable future.

The relatively low saturation of natural gas in residential
single-family and attached dwellings in NW Natural's service territory,
estimated at between 35 and 40 percent, together with the price advantage of
natural gas compared with electricity and its operating convenience over fuel
oil, provides the potential for continuing growth in the residential conversion
market. In 1998, 18,545 net residential customers (after subtracting
disconnected or terminated services) were added, including 8,479 units of
existing residential housing which were reconnected to the system or were
converted from oil or electric appliances to natural gas. Of the new heating
conversions from other fuels, about 60 percent also converted to gas for water
heating. In addition, 844 net commercial customers were connected in 1998. The
net total of all new customers added in 1998, including industrial sales and
transportation customers, was 19,386. This constituted a growth rate of 4.2
percent, more than twice the national average for local distribution companies
as reported by the American Gas Association.

9

Despite weather which was about 2 percent warmer than 1997, natural gas
sales volumes to residential and commercial customers in 1998 were up about 3
percent over 1997, largely due to new customer acquisitions. For the year 1998,
temperatures in NW Natural's service territory, based on heating degree days,
were 5 percent warmer than the 20-year average.

The Pacific Northwest has historically enjoyed some of the lowest
electric rates in the nation, primarily due to the proximity of federal
hydropower facilities. With further deregulation in the energy business, the
region is unlikely to experience the large drop in electric rates expected in
other, high-cost areas of the country.

Electric deregulation holds the prospect of changing the competitive
landscape in the Northwest. Due to a number of environmental, economic and
political limitations on the future use of the hydroelectric infrastructure that
has dominated the Northwest energy supply for decades, several large gas-fired
generation projects are being planned to meet the region's future electricity
load growth. These projects could present opportunities for gas distributors to
serve the new loads as well as challenges from gas marketers. The developers of
generation projects often are affiliated with national multi-fuel marketers that
hold strong positions in a number of geographical areas in both gas and electric
markets. The availability of interstate pipeline capacity and gas storage
capacity will play significant roles in the future development of generation
projects.

While the natural gas industry, including producers, interstate
pipelines and local distribution companies (LDCs), has undergone many changes in
its history, perhaps no era has brought greater change than the past decade.
These changes, brought about by the deregulation or restructuring of the energy
markets, are intended to promote competition where it is economically beneficial
to consumers. The changes are continuing, though at different rates among the
various regulatory jurisdictions throughout the country.

Traditionally, LDCs have sold a "bundled" product which included the
natural gas itself as well as delivery to the meter. Since the late 1980s,
however, large customers have sought savings by procuring their own supplies of
natural gas from producers and contracting with pipelines and LDCs for
transportation. Since the cost of the gas commodity is passed through directly
to LDC customers without markup, the impact to net income when a customer
chooses transportation service has been negligible. While NW Natural's ability
to obtain competitively-priced gas commodity has enabled it to retain sales
customers, further deregulation of the industry may bring an unbundled product
offering to a greater number of customers, such that an increasing number of
suppliers will actively compete for customers' gas commodity business. However,
since the final delivery of customer-owned gas will continue to be through
regulated distribution systems, no material impact to NW Natural's profitability
is anticipated.

Competition to serve the industrial and large commercial market in the
Pacific Northwest has been relatively steady since the early 1990s in terms of
numbers and types of competitors. Competitors consist of gas marketers,
oil/propane sellers and electric utilities. Wood-based fuels continue to lose
market share primarily due to environmental concerns and restrictions.

Total industrial throughput, including both sales and transportation of
firm and interruptible gas, was 585 million therms in 1998, up 1.0 percent from
579 million therms in 1997. This continued growth in industrial throughput
despite a relatively soft regional economy in 1998 is an indication of the

10

economic health and diversity of the region NW Natural serves. Industries
serving foreign markets such as forest products, agriculture, metals and high
technology suffered the most during the global economic slowdown that occurred
in 1998. However, industries with strong domestic sales fared very well and
continued to grow, and NW Natural serves a large group of medium-sized
industrial customers with primarily national or regional market positions.

Industrial firm gas sales and transportation deliveries during 1998
totaled 217 million therms, up 12 percent from 1997, reflecting the type of
growth described among medium-sized industrial customers. This growth is
especially noteworthy in view of the larger heating component of the load
profiles of these customers and the permanent annual load loss in 1998 of 5
million therms due to the bypass of one medium-sized industrial customer. In
1998, 10 percent of total utility operating revenues and 19 percent of total
therms delivered were derived from sales and transportation deliveries to
industrial firm customers.

Industrial interruptible gas sales and transportation deliveries during
1998 totaled 368 million therms, down 4 percent from 1997. Interruptible
customers typically are larger volume customers with a heavy process load
profile, and generally were the customers most affected by the recent downturn
in international markets. In 1998, 4 percent of total utility operating revenues
and 32 percent of total therms delivered were from sales and transportation
deliveries to industrial interruptible customers.

NW Natural and many of its largest industrial customers have entered
into negotiated transportation service agreements. These agreements are designed
to provide rates that are competitive with either: (1) the costs of alternative
fuels, such as heavy oil; or (2) the customer's bypass alternatives. These
agreements generally prohibit bypass during their terms. During 1998, NW Natural
experienced its first customer loss due to bypass in nearly 10 years. Due to the
cost pressures which confront a number of the Company's largest customers which
compete globally, the risk of bypass continues to be a threat.

Since 1994, NW Natural has been authorized by the OPUC to make upstream
commodity sales and to release portions of its firm interstate pipeline capacity
at discounted rates when seasonal demand is low. This authorization allows NW
Natural to compete effectively with independent gas marketers. Sixty-seven
percent of all positive net revenues (gross revenues less the actual cost of gas
or pipeline capacity) generated from these sales and capacity releases ($4.6
million in 1998) have been credited to Oregon core market customer gas costs,
with the balance benefiting shareholders.

During 1997, NW Natural entered into a marketing alliance with
PacifiCorp. The purpose of the alliance was to provide electric and gas
commodity services and other energy-related services to industrial and
commercial customers in Oregon and Washington that were eligible for PGE's
direct access pilot program. The alliance was successful in terms of the total
number of customers served and total electricity sold. The alliance's business
opportunities were significantly reduced at the end of 1998, however, with the
termination of PGE's pilot program. In the absence of any further open access
opportunities, the alliance will expire in mid-1999.

Environment
- -----------

NW Natural is subject to air, water, hazardous waste and other
environmental regulation by state and federal authorities and has complied in
all material respects with applicable regulations. Compliance with these

11

regulations has not had a material effect on the Company's capital expenditures,
earnings or competitive position.

NW Natural owns property in Linnton, Oregon, that is the site of a
former gas manufacturing plant that was closed in 1956. In 1993, pursuant to
Oregon Department of Environmental Quality (ODEQ) procedures, NW Natural
submitted a notice of intent to participate in the ODEQ's Voluntary Cleanup
Program and, in 1994, the site was listed on ODEQ's Confirmed Release List and
Inventory. During 1995, initial tests revealed environmental contamination, but
the extent or the estimated cost of remediation cannot yet be determined. During
1998, the ODEQ and the U.S. Environmental Protection Agency (EPA) completed a
study of sediments in a 5.5 mile segment of the Willamette River that includes
the area adjacent to the site. Remediation of the site may be affected by the
sediments management plan now being developed in response to the ODEQ/EPA
sediments study.

Since 1993, NW Natural has recorded an expense of $2.0 million for the
estimated costs of consultants' fees, ODEQ oversight cost reimbursements, and
the voluntary investigation, plus an estimate for costs of the continuing
investigation. NW Natural expects that its costs of investigation and any
remediation for which it may be responsible should be recoverable, in large
part, from insurance. In the event these costs are not recovered from insurance,
NW Natural will seek recovery through future rates.

In 1996, the Eugene Water and Electric Board (EWEB) asked NW Natural to
participate in an investigation and potential remediation of a 1.5 acre site of
a former manufactured gas plant in Eugene, Oregon. NW Natural purchased the
property in 1958, after the plant had been converted to a liquid propane gas
plant. It used the propane plant until 1960, when the distribution system was
converted to natural gas, and continued to use the plant as a service center
until its sale in 1976. Although NW Natural never operated the manufactured gas
plant, EWEB has contended that NW Natural's activities on the site may have
exacerbated prior contamination. To date, NW Natural has not agreed to
participate in an investigation of the site and has not obtained sufficient
information to determine the extent of its responsibility, if any, for
remediation of the site.

Employees
- ---------

At year-end 1998, NW Natural had 1,303 employees, of which 937 were
members of the Office and Professional Employees International Union, Local No.
11. These union employees are working under a seven-year Joint Accord covering
wages, benefits and working conditions which will expire Mar. 31, 2004.

ITEM 2. PROPERTIES

NW Natural's natural gas distribution system consists of approximately
11,100 miles of mains, as well as service pipes, meters and regulators, and gas
regulating and metering stations. The mains and feeder lines are located in
municipal streets or alleys pursuant to valid franchise or occupation
ordinances, in county roads or state highways pursuant to valid agreements or
permits granted pursuant to statute, or on lands of others pursuant to valid
easements obtained from the owners of such lands. NW Natural also holds all
necessary permits for the crossing of the Willamette River and a number of
smaller rivers by its mains.

12

NW Natural owns service facilities in Portland, as well as various
satellite service centers, garages, warehouses, and other buildings necessary
and useful in the conduct of its business. It leases office space in Portland
for its corporate headquarters. District offices are maintained on owned or
leased premises at convenient points in the distribution system. NW Natural owns
LNG facilities in Portland and near Newport, Oregon, and also owns underground
natural gas reservoirs located near Mist, Oregon.

NW Natural considers all of its properties currently used in its
operations, both owned and leased, to be well maintained, in good operating
condition, and adequate for its present and foreseeable future needs.

NW Natural's Mortgage and Deed of Trust constitutes a first mortgage
lien on substantially all of the real property constituting its utility plant.

NW Natural holds interests in 5,521 net acres of underground natural
gas storage and 1,824 net acres of oil and gas leases in Oregon. Financial
Corporation holds interests in United States oil and gas leases covering 4,659
net acres located in California, Wyoming, and Colorado. Canor holds interests in
Canadian gas and oil leases covering 233,080 net acres in Alberta and
Saskatchewan. Most Canadian gas production is sold under long-term contracts to
markets in both Canada and the United States. NW Natural owns depleted gas
reservoirs near Mist, Oregon, that will be developed as underground gas storage
facilities. It also holds an option to purchase future storage rights in certain
other areas of the Mist gas field. The Company also holds an equity investment
in a Boeing 737-300 aircraft.

ITEM 3. LEGAL PROCEEDINGS

In July 1995, a jury in an Oregon state court returned a verdict
against NW Natural in the case of Northwest Natural Gas Company v. Chase
Gardens, Inc. (Lane County Circuit Court Case No. 16-91-01370). The Oregon Court
of Appeals (Oregon Court of Appeals Case No. CA A90481) affirmed the trial court
decision in February 1997. NW Natural filed a petition for review of the Court
of Appeals' decision by the Oregon Supreme Court. In August 1997, the Oregon
Supreme Court agreed to hear the case on appeal and is expected to render a
final ruling during 1999. NW Natural recorded a charge of $5.6 million in the
fourth quarter of 1996, equivalent to 15 cents a share, as a reserve against
payment of the judgment, related costs and post-judgment interest.

The Company is party to certain other legal actions in which claimants
seek material amounts. Although it is impossible to predict the outcome with
certainty, based upon the opinions of legal counsel, management does not expect
disposition of these matters to have a materially adverse effect on the
Company's financial position, results of operations or cash flows.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders, through
the solicitation of proxies or otherwise, during the fourth quarter of the year
ended Dec. 31, 1998.

13

ADDITIONAL ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT

Age at
Name December 31, 1998 Positions held during last five years
---- ----------------- -------------------------------------

Richard G. Reiten 59 President (1996- ); Chief Executive
Officer (1997- ); Chief Operating
Officer (1996); President and Chief
Operating Officer, Portland General
Electric Company (1992-95).

Bruce R. DeBolt 51 Senior Vice President, Finance, and
Chief Financial Officer (1990- ).

Mark S. Dodson 53 Senior Vice President, Public Affairs
and General Counsel 1998- );
Senior Vice President (1997);
Partner, Ater Wynne Hewitt Dodson
& Skerritt LLP (1981-97).

Stephen P. Feltz 43 Treasurer and Controller (1999- );
Assistant Treasurer (1996-99);
Manager, General Accounting
(1996-99).

Dwayne L. Foley 53 Senior Vice President (1999- );
Senior Vice President, Operations
Support, and Chief Engineer
(1997-99); Senior Vice President,
Operations and Information
Services(1992-97).

Michael S. McCoy 55 Senior Vice President, Customer and
Utility Operations (1999- );
Senior Vice President, Customer
Services (1992-99).

W. Richard Harper, Jr. 45 Vice President, Energy Marketing and
Supply (1997- ); Vice President,
Industrial and District Operations
(1995-97); General Manager,
Industrial and Business
Development (1992-95).

Diana J. Johnston 54 Vice President, Human Resources and
Administrative Services (1996- );
Vice President, Human Resources
(1992-96).

Gregg S. Kantor 41 Vice President, Public Affairs and
Communications (1998- );Director,
Public Affairs and Communications
(1996-97); Principal, Kantor &
Associates (1994-96); Manager,
Economic Development, Portland
General Electric Company
(1991-94).

C. J. Rue 53 Secretary (1982- ); Assistant
Treasurer (1987- ).

D. James Wilson 59 Vice President (1999- ); Treasurer
and Controller (1987-99).

Each executive officer serves successive annual terms; present terms
end May 27, 1999.

There are no family relationships among the Company's executive
officers.

14

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

(A) NW Natural's common stock is traded on the Nasdaq National Market
tier of the Nasdaq Stock Market, which reports the daily high, low and closing
transaction prices, as well as volume data, under the symbol "NWNG."

NW Natural's common stock is included on the Federal Reserve Board's
list of over-the-counter securities determined to be subject to margin
requirements under the Board's regulations.

The quarterly high and low closing trades for NW Natural's common
stock, as quoted on the Nasdaq National Market and published in The Wall Street
Journal and on Nasdaq's World Wide Web site, were as follows:

1998 1997
------------------ ----------------------
Quarter Ended High Low High Low
- ------------------------------------------------------------------

March 31 $30.75 $25.75 $25.38 $23.25
June 30 28.25 26.38 26.88 23.13
September 30 28.00 24.25 27.75 24.25
December 31 30.25 25.75 31.25 24.38

The closing quotation for the common stock on Dec. 31, 1998 was $25.875. On
Dec. 31, 1997 the closing quotation was $31.00.

(B) As of Dec. 31, 1998 there were 9,340 holders of record of the Company's
common stock.

(C) NW Natural has paid quarterly dividends on its common stock in
each year since the stock first was issued to the public in 1951. Annual common
dividend payments have increased each year since 1956. Dividends per share paid
during the past two years were as follows:

Payment Date: 1998 1997
------------- ---- ----

February 15 $0.305 $0.30
May 15 $0.305 $0.30
August 15 $0.305 $0.30
November 15 $0.305 $0.305
------ ------

Total per share $1.22 $1.205

It is the intention of the Board of Directors to continue to pay cash
dividends on the Company's common stock on a quarterly basis. However, future
dividends will be dependent upon NW Natural's earnings, its financial condition
and other factors.

15

NW Natural's Dividend Reinvestment and Stock Purchase Plan permits
registered owners of common stock to reinvest all or a portion of their
quarterly dividends in additional shares of NW Natural's common stock at the
current market price. Shareholders also may invest cash on a monthly basis, up
to $50,000 per calendar year, in additional shares at the current market price.
During 1998, dividend reinvestments and optional cash investments under the Plan
aggregated $5.3 million and resulted in the issuance of 194,835 shares of common
stock. During the 21 years the Plan has been available the Company has issued
and sold 3,594,945 shares of common stock which produced $75.4 million in
additional capital.

16

ITEM 6. SELECTED FINANCIAL DATA

The following table sets forth selected financial data concerning the Company's
operations and financial condition.

Operating revenues and cost of sales ($000): 1998 1997 1996
---- ---- ----
Sales revenues:
Residential $ 205,388 $ 177,835 $183,802
Commercial 117,889 100,677 104,582
Industrial - firm 34,303 27,025 30,672
Industrial - interruptible 15,337 13,944 17,097
Unbilled revenues 8,314 1,647 1,627
----------- ---------- --------
Total gas sales revenues 381,231 321,128 337,780
Transportation 19,958 22,029 22,533
Other 2,617 7,884 9,824
----------- ---------- --------
Total utility operating revenues 403,806 351,041 370,137
Cost of gas 173,242 130,381 141,789
----------- ---------- --------
Net utility operating revenues 230,564 220,660 228,348
Non-utility net operating revenues 12,701 9,868 10,009
----------- ---------- --------

Net operating revenues $ 243,265 $ 230,528 $238,357
=========== ========== ========

Net income $ 27,301 $ 43,059 $ 46,793
Preferred and preference stock
dividend requirements 2,577 2,646 2,723
----------- ---------- ---------

Earnings applicable to common stock $ 24,724 $ 40,413 $ 44,070
=========== ========== ========

Average common shares outstanding (000)* 24,233 22,698 22,391
=========== ========== ========

Basic earnings per share of common stock* $1.02 $1.78 $1.97
=========== ========== =========

Diluted earnings per share of common stock* $1.02 $1.76 $1.94
=========== ========== =========

Dividends per share of common stock* $1.22 $1.205 $1.20
=========== ========== =========

Total assets - at end of period ($000) $1,191,736 $1,111,617 $988,869
========== ========== ========

Ratio of Earnings to Fixed Charges** 2.12 2.99 3.53
==== ==== ====

Operating revenues and cost of sales ($000): 1995 1994
---- ----
Sales revenues:
Residential $165,662 $176,510
Commercial 99,079 108,452
Industrial - firm 31,268 34,443
Industrial - interruptible 24,113 27,361
Unbilled revenues 1,173 (5,571)
-------- --------
Total gas sales revenues 321,295 341,195
Transportation 16,650 14,702
Other 9,411 429
-------- --------
Total utility operating revenues 347,356 356,326
Cost of gas 142,025 162,437
-------- --------
Net utility operating revenues 205,331 193,889
Non-utility net operating revenues 8,271 11,773
-------- --------

Net operating revenues $213,602 $205,662
======== ========

Net income $ 38,065 $ 35,461
Preferred and preference stock
dividend requirements 2,806 2,983
-------- ---------

Earnings applicable to common stock $ 35,259 $ 32,478
========= =========

Average common shares outstanding (000)* 21,817 19,943
========= =========

Basic earnings per share of common stock* $1.62 $1.63
========= =========

Diluted earnings per share of common stock* $1.60 $1.61
========= =========

Dividends per share of common stock* $1.18 $1.173
========= =========

Total assets - at end of period ($000) $ 929,277 $ 889,304
========= =========

Ratio of Earnings to Fixed Charges** 3.15 3.08
==== ====

* Years prior to 1996 have been restated to give effect to the three-for-
two stock split in September 1996.

** Computed using the Securities and Exchange Commission method. For this
purpose, earnings consist of net income before 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.

17

SELECTED FINANCIAL DATA (continued)

1998 1997 1996
---- ---- ----
Capitalization - at end of period ($000):

Common stock equity $412,404 $366,265 $346,778
Redeemable preference stock 25,000 25,000 25,000
Redeemable preferred stock 11,499 12,429 13,749
Long-term debt 366,738 344,303 271,838
-------- -------- --------
Total capitalization $815,641 $747,997 $657,365
======== ======== ========

Gas sales and transportation deliveries
(000 therms):
Residential 315,686 306,356 306,310
Commercial 229,124 225,249 225,115
Industrial - firm 87,275 84,523 91,122
Industrial - interruptible 51,521 53,929 63,261
Unbilled therms 8,645 3,615 3,759
-------- -------- ----------

Total gas sales 692,251 673,672 689,567

Transportation 446,165 440,452 410,062
---------- -------- ----------

Total volumes delivered 1,138,416 1,114,124 1,099,629
========= ========= =========

Customers (average for period):
Residential 413,714 394,415 374,558
Commercial 50,469 48,232 46,355
Industrial - firm 404 411 409
Industrial - interruptible 114 119 131
Transportation 122 120 106
---------- ---------- ----------

Total customers 464,823 443,297 421,559
======= ======= =======

Customer statistics:
Heat requirements***
Actual degree days 4,011 4,092 4,427
20-year average degree days 4,234 4,264 4,273
Average annual use per customer
in therms:
Residential 749 777 823
Commercial 4,540 4,670 4,874

Gas purchased cost per therm - net (cents) 25.09 24.05 22.25
===== ===== =====

1995 1994
---- ----
Capitalization - at end of period ($000):
Common stock equity $323,552 $274,408
Redeemable preference stock 25,000 26,252
Redeemable preferred stock 14,840 15,950
Long-term debt 279,945 291,076
-------- --------
Total capitalization $643,337 $607,686
======== ========

Gas sales and transportation deliveries
(000 therms):
Residential 256,462 260,218
Commercial 196,723 201,925
Industrial - firm 82,958 81,348
Industrial - interruptible 84,173 89,899
Unbilled therms 4,946 (7,519)
-------- -------

Total gas sales 625,262 625,871

Transportation 379,116 364,461
-------- -------

Total volumes delivered 1,004,378 990,332
========= =======

Customers (average for period):
Residential 355,427 338,053
Commercial 44,740 43,367
Industrial - firm 405 398
Industrial - interruptible 143 148
Transportation 79 66
---------- --------

Total customers 400,794 382,032
======= =======

Customer statistics:
Heat requirements***
Actual degree days 3,779 4,020
20-year average degree days 4,306 4,324
Average annual use per customer
in therms:
Residential 726 776
Commercial 4,420 4,680

Gas purchased cost per therm - net (cents) 20.67 23.44
===== =====

*** A degree day is the measure of the coldness of the weather experienced
based on the extent to which the average of the high and low temperatures for a
day falls below 65 degrees Fahrenheit.

18

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

The consolidated financial statements include:
Regulated utility:
Northwest Natural Gas Company (NW Natural)
Non-regulated subsidiary businesses:
NNG Financial Corporation (Financial Corporation), a
wholly owned subsidiary
Canor Energy, Ltd. (Canor), a majority-owned subsidiary
Oregon Natural Gas Development Corporation (Oregon Natural)-
merged with and into NW Natural during the second quarter of
1996

Together these businesses are referred to herein as the "Company"
(see "Subsidiary Operations" below and Note 2 to the Consolidated
Financial Statements).

The following is management's assessment of the Company's
financial condition including the principal factors that affect results of
operations. The discussion refers to the consolidated activities of the Company
for the three years ended December 31, 1998.

Forward-Looking Statements
- --------------------------

This report and other presentations made by the Company from
time to time may contain forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking
statements include statements concerning plans, objectives, goals, strategies,
future events or performance, and other statements which are other than
statements of historical facts. The Company's expectations, beliefs and
projections are expressed in good faith and are believed by the Company to have
a reasonable basis. However, each such forward-looking statement involves
uncertainties and is qualified in its entirety by reference to the following
important factors that could cause the actual results of the Company to differ
materially from those projected in such forward-looking statements: (i)
prevailing governmental policies and regulatory actions, including those of the
Oregon Public Utility Commission (OPUC) and the Washington Utilities and
Transportation Commission (WUTC), with respect to allowed rates of return,
industry and rate structure, purchased gas and investment recovery, acquisitions
and dispositions of assets and facilities, operation and construction of plant
facilities, present or prospective wholesale and retail competition, changes in
tax laws and policies and changes in and compliance with environmental and
safety laws and policies; (ii) weather conditions and other natural phenomena;
(iii) unanticipated population growth or decline, and changes in market demand
and demographic patterns; (iv) competition for retail and wholesale customers;
(v) pricing of natural gas relative to other energy sources; (vi) unanticipated
changes in interest or foreign currency exchange rates or in rates of inflation;
(vii) unanticipated changes in operating expenses and capital expenditures;
(viii) capital market conditions; (ix) competition for new energy development
opportunities; (x) legal and administrative proceedings and settlements; and
(xi) estimates of future costs or the effect on future operations as a result of
events that could result from the Year 2000 issue described further herein. All
subsequent forward-looking statements, whether written or oral and whether made
by or on behalf of the Company, also are expressly qualified by these cautionary
statements.

Any forward-looking statement speaks only as of the date on

19

which such statement is made, and the Company undertakes no obligation to update
any forward-looking statement to reflect events or circumstances after the date
on which such statement is made or to reflect the occurrence of unanticipated
events. 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
statement.

Earnings and Dividends
- ----------------------

The Company's earnings applicable to common stock in 1998 were
$24.7 million, down from $40.4 million in 1997 and $44.1 million in 1996.
Earnings for 1998 were reduced by write-downs of subsidiary assets. Earnings for
1996 and 1997 were the highest and second highest on record for the Company.
Earnings for both 1998 and 1997 were reduced by warmer than normal weather, the
effect of which was partially offset by additional sales from customer growth.
1996 earnings reflected both colder weather and customer growth.

Diluted earnings per share from consolidated operations were
$1.02 a share in 1998, down from $1.76 a share in 1997 and $1.94 a share in
1996.

NW Natural earned $1.44 a share from gas utility operations in
1998, compared to $1.70 in 1997 and $1.87 in 1996. Weather conditions in its
service territory in 1998 were 2 percent warmer than in 1997 and 5 percent
warmer than the 20-year average. Weather in 1997 was 8 percent warmer than 1996
and 4 percent warmer than the 20-year average. The estimated weather-related
decrease in net operating revenues (margin) during 1998 was equivalent to about
9 cents a share compared to actual conditions during 1997. The weather-related
decrease in margin in 1997 was equivalent to about 24 cents a share as compared
to actual conditions in 1996.

Customer growth of 4.2 percent during 1998 contributed an
estimated $11.6 million to 1998 margin. Customer growth of 5.7 percent during
both 1997 and 1996 contributed an estimated $12.7 million to 1997 margin and
$10.9 million to 1996 margin.

Earnings in 1998 from NW Natural's non-utility operations
other than the subsidiaries included 15 cents a share due to a transaction
involving Canor (see "Subsidiary Operations" and "Other Income (Expense),"
below).

Subsidiary results for 1998 were equivalent to a loss of 56
cents a share, compared to earnings of 8 cents a share in 1997 and 10 cents in
1996. The loss in 1998 includes write-downs of subsidiary assets totaling $19.4
million, equivalent to 50 cents a share. 1997 results included a $1.1 million
gain from the sale of an interest in a California solar electric partnership.
The decrease in 1997 from 1996 was primarily due to a one-time gain in 1996 of
$2.9 million from the sale of underground storage assets to NW Natural, offset
by a $1.3 million impairment loss on producing wells and a $1.0 million
write-down of unproven properties.

1998 was the 43rd consecutive year in which the Company's
dividends paid have increased. Dividends paid on common stock were $1.22 a share
in 1998 compared to $1.205 in 1997 and $1.20 in 1996.

20

Results of Operations
- ---------------------

Regulatory Matters
------------------

NW Natural provides gas utility service in Oregon and
Washington, with Oregon representing approximately 93 percent of its revenues.
Future earnings and cash flows from utility operations will be determined for
the most part by the pace of continued growth in the residential and commercial
markets, by NW Natural's ability to remain price competitive in the large
industrial market, by its ability to control expenses, and by its ability to
obtain timely regulatory ratemaking treatment for investments made in utility
plant.

NW Natural currently has no competition from other gas utility
distributors in the territory it serves. However, it competes with Williams
Northwest Pipeline (WNP), formerly Northwest Pipeline Corporation, to serve
large industrial customers; with oil and electricity for industrial and
commercial uses; and with oil, electricity, and wood for residential use. The
Pacific Northwest has historically enjoyed some of the lowest electric rates in
the nation, primarily due to the proximity of federal hydropower facilities.
With further deregulation in the energy business, the market for energy will
become more competitive, but the Northwest is unlikely to experience the large
drop in electric rates that other, high cost areas of the country are
anticipating. In 1998, NW Natural maintained its competitive advantage over
electricity and approximate price parity with fuel oil in the residential and
commercial markets.

The OPUC approved rate increases averaging 3.4 percent, 6.1
percent and 11.4 percent effective, respectively, Dec. 1, Apr. 1 and Jan. 1,
1998, and rate decreases averaging 3.6 percent effective Dec. 1, 1996. These
rate changes reflected changes in NW Natural's purchased gas costs, the
application of temporary rate adjustments to amortize regulatory balancing
accounts and the removal of temporary rate adjustments effective the previous
year.

The WUTC approved rate increases averaging 5.8 percent and
10.5 percent effective Dec. 1, 1998 and 1997, respectively, and rate decreases
averaging 4.9 percent effective Dec. 1, 1996. These rate changes primarily
reflected changes in NW Natural's purchased gas costs. In October 1997, the WUTC
approved a general rate increase averaging 3 percent for NW Natural's customers
in Washington and authorized a rate of return on common equity of 11.25 percent.

None of the rate increases and decreases discussed above had a
material effect on net income.

In October 1998, NW Natural filed its first general rate case
in Oregon since 1989. The filing proposes a revenue increase of $14.7 million
per year from Oregon operations through rate increases averaging 3.8 percent.
The proposed increase is designed to cover the costs of the additional gas
storage at Mist, NW Natural's new customer information system (CIS), and the
Year 2000 project. In November 1998, the OPUC suspended the proposed rate
increase for investigation and hearings.

21

Comparison of Gas Operations
-----------------------------

The following table summarizes the composition of gas utility
volumes and revenues for the three years ended December 31:

Thousands 1998 1997
(Except customers and degree days)
- ----------------------------------------------------------------------------

Gas Sales and Transportation Volumes (Therms):
- ----------------------------------------------
Residential and commercial sales 544,810 531,605
Unbilled volumes 8,645 3,615
--------- -------
Weather-sensitive volumes 553,455 49% 535,220 48%
Industrial firm sales 87,275 8% 84,523 7%
Industrial interruptible sales 51,521 4% 53,929 5%
--------- ---------
Total gas sales 692,251 673,672

Transportation deliveries 446,165 39% 440,452 40%
--------- ---- ------- ----

Total volumes sold and delivered 1,138,416 100% 1,114,124 100%
========= ==== ========= ====

Utility Operating Revenues:
- --------------------------
Residential and commercial
revenues $323,277 $278,512
Unbilled revenues 8,314 1,647
----------- -----------
Weather-sensitive revenues 331,591 82% 280,159 80%
Industrial firm sales revenues 34,303 8% 27,025 8%
Industrial interruptible sales
revenues 15,337 4% 13,944 4%
---------- ----------
Total gas sales revenues 381,231 321,128

Transportation revenues 19,958 5% 22,029 6%
Other revenues 2,617 1% 7,884 2%
---------- ----- ---------- -----

Total utility operating revenues $403,806 100% $351,041 100%
========== ==== ========== ====

Cost of gas sold $173,242 $130,381
========== ==========

Total number of customers
(end of period) 477,407 458,021
========== ==========

Actual degree days 4,011 4,092
========== ==========

20-year average degree days 4,234 4,264
========== ==========

Thousands 1996
(Except customers and degree days)
- ------------------------------------------------------------

Gas Sales and Transportation Volumes (Therms):
- ----------------------------------------------
Residential and commercial sales 531,425
Unbilled volumes 3,759
-------
Weather-sensitive volumes 535,184 49%
Industrial firm sales 91,122 8%
Industrial interruptible sales 63,261 6%
--------
Total gas sales 689,567

Transportation deliveries 410,062 37%
--------- ----

Total volumes sold and delivered 1,099,629 100%
========= ====

Utility Operating Revenues:
- ---------------------------
Residential and commercial
revenues $288,384
Unbilled revenues 1,627
--------
Weather-sensitive revenues 290,011 78%
Industrial firm sales revenues 30,672 8%
Industrial interruptible sales
revenues 17,097 5%
--------
Total gas sales revenues 337,780

Transportation revenues 22,533 6%
Other revenues 9,824 3%
---------- ------

Total utility operating revenues $370,137 100%
======== ====

Cost of gas sold $141,789
========

Total number of customers
(end of period) 433,169
========

Actual degree days 4,427
========

20-year average degree days 4,273
========

22

Residential and Commercial
--------------------------

Customer growth continues at a rapid rate relative to others
in the industry. The 19,386 customers added since Dec. 31, 1997 represent a
growth rate of 4.2 percent, compared to the record growth rate of 5.7 percent in
both 1997 and 1996. In the three years ended Dec. 31, 1998, more than 67,000
customers were added to the system, representing an average annual growth rate
of 5.2 percent.

Typically, 75 percent or more of NW Natural's annual operating
revenues are derived from gas sales to weather-sensitive residential and
commercial customers. Accordingly, variations in temperatures between periods
will affect volumes of gas sold to and revenues derived from these customers.

Weather conditions were 5 percent warmer than average in 1998,
4 percent warmer than average in 1997, and 4 percent colder than average in
1996. Average weather conditions are calculated from the most recent 20 years of
temperature data measured by heating degree days. Weather in 1998 was 2 percent
warmer than in 1997 and 1997 was 8 percent warmer than 1996.

The volumes of gas sold to residential and commercial
customers during 1998 increased 3 percent as compared to 1997, reflecting
continued customer growth offset by warmer weather. Related revenues increased
18 percent due to increased volumes and the rate increases effective in late
1997 and 1998. Revenue from residential and commercial customers was down 3
percent in 1997 as compared to 1996 primarily due to the rate decreases
effective Dec. 1, 1996.

In order to match revenues with related purchased gas costs,
NW Natural records unbilled revenues for gas delivered but not yet billed to
customers through the end of the period.

Industrial Sales, Transportation and Other Revenues
---------------------------------------------------

Total volumes of gas delivered to industrial customers were 1
percent higher in 1998 than in 1997 and 3 percent higher in 1997 than in 1996.
However, the combined margin from industrial sales and transportation decreased
by 7 percent in 1998 from 1997 and by 5 percent in 1997 from 1996.

The decrease in industrial margin despite increased volumes in
both 1998 and 1997 reflects the effect of low oil prices on an industrial
schedule in which rates vary with oil prices, and transfers of some industrial
customers to rate schedules or special contracts with lower margins. In
addition, NW Natural lost one large industrial customer to a bypass of its
system in 1998 after experiencing no losses due to bypass in either 1997 or
1996. Although NW Natural does not expect a significant number of its large
customers to bypass its system in the foreseeable future, it may experience
further deterioration of margin associated with customers' transfers to
contracts with pricing designed to be competitive with the capital and operating
costs of direct connections to WNP's system.

Other revenues are primarily related to adjustments in
regulatory accounts (see Note 1 to the Consolidated Financial Statements). In
1998, other revenues included the deferral of $2.0 million in revenue reductions
required under a settlement approved by the OPUC as part of the Jan. 1, 1998
rate changes, offset by $3.1 million from the amortization of property tax
savings and $1.4 million from amortizations of other regulatory accounts.

23

In 1997, other revenues included $6.1 million from the
amortization of property tax savings and $1.2 million from the amortization of
Oregon income tax savings. In 1996, other revenues included $4.0 million from
the amortization of property tax savings, $1.6 million from regulatory
amortizations, and non-recurring gains totaling $1.6 million from the resolution
of two regulatory issues before the OPUC.

Cost of Gas
-----------

NW Natural's cost per therm of gas sold was 29 percent higher
in 1998 than in 1997, primarily due to higher prevailing prices in the natural
gas commodity market. Its cost of gas sold was 6 percent lower in 1997 than in
1996. The cost per therm of gas sold includes current gas purchases, gas drawn
from storage, demand cost equalization, regulatory deferrals and company use.
The cost of gas sold was reduced by off-system gas sales of $4.6 million in 1998
compared to $2.3 million in 1997 and $1.2 million in 1996. Under an agreement
with the OPUC, revenues from these sales are treated as a reduction of gas
costs.

NW Natural has a Purchased Gas Cost Adjustment (PGA) tariff
under which its net income from Oregon operations is affected only within
defined limits by changes in purchased gas costs. Effective Jan. 1, 1998, the
incentive formula for deferred gas costs under its PGA tariff in Oregon was
modified so that NW Natural absorbs 33 percent of the higher cost of gas sold,
or retains 33 percent of the lower cost, in either case as compared to
projections. The remaining 67 percent of the higher or lower gas costs are
recorded as deferred debits or credits (regulatory assets or liabilities) for
recovery from or refund to customers in future rates. In 1997 and 1996, NW
Natural absorbed 20 percent of its higher cost of gas sold, while the remaining
80 percent of higher gas costs was recorded as deferred debits.

Subsidiary Operations
---------------------

Consolidated results for the subsidiaries in 1998 were losses
of $13.8 million, equivalent to 56 cents a share, compared to earnings of $1.8
million, or 8 cents a share, in 1997 and $2.2 million, or 10 cents a share, in
1996 (see Note 2 to the Consolidated Financial Statements).

Subsidiary results in 1998 included asset write-downs totaling
$19.4 million, equivalent to 50 cents a share for NW Natural. Operating results
without the asset write-downs were a loss of $1.4 million, equivalent to 6 cents
a share.

Financial Corporation recorded asset impairment charges in
1998 totaling $16.6 million, equivalent to 43 cents a share. The charges
resulted from the application of Statement of Financial Accounting Standards
(SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of," to Financial Corporation's limited
partnership investments in solar electric, wind-power electric and hydroelectric
generation projects in California. The determinations of impairments for
Financial Corporation's assets resulted from lower estimates of prices for
future sales of electricity from the partnerships' power projects.

Financial Corporation's operating results in 1998 were net
income of $0.1 million, compared to $1.6 million in 1997 and $1.0 million in
1996. The declines in Financial Corporation's ongoing operations from 1997 to

24

1998 and from 1996 to 1997 were primarily due to weaker operating results from
its investments in the limited partnerships. Its 1997 results included a $1.1
million gain from the sale of an interest in a solar electric partnership.

NW Natural's share of Canor's results for 1998 was a loss of
$3.2 million, compared to income of $0.2 million in 1997 and $0.5 million in
1996. Results for 1998 included asset write-downs totaling $2.8 million,
equivalent to 7 cents a share for NW Natural. Approximately half of the
write-downs were asset impairment charges due to the application of SFAS No.
121, resulting from the impact of low oil prices on Canor's oil properties in
Alberta. The other write-downs were due to determinations that some oil and gas
wells were no longer productive because of water encroachment. Canor's 1997
results included a $0.9 million write-down of unproven properties, while its
1996 results included $0.9 million in asset impairment charges under SFAS
No. 121.

In March 1998, Canor purchased the stock of Southlake Energy,
Inc. (Southlake), an indirect subsidiary of NIPSCO Industries, Inc. (NI). Canor
was then amalgamated with Southlake. The resulting company is owned 66 percent
by NW Natural and 34 percent by NI Canada ULC, another indirect subsidiary of
NI. For financial reporting purposes, Canor's operating revenues and expenses
are included in full in the Company's Statement of Income. The 34 percent
portion of Canor's results applicable to the minority interest is included in
Other Income (Expense) as a reduction in the case of earnings, or as an increase
in the case of losses.

Oregon Natural earned $0.7 million in 1996, including a
one-time gain of $2.9 million from the sale of underground storage assets to NW
Natural. The gain was partially offset by charges totaling $2.3 million for
asset impairments and write-downs of unproven properties. Oregon Natural was
merged into NW Natural during 1996, thereby effecting the transfer of certain
assets, including the stock of Canor, to NW Natural.

The Company's investments in its subsidiaries at Dec. 31, 1998
were $31.9 million for Canor and $6.6 million for Financial Corporation,
compared to $19.8 million for Canor and $17.3 million for Financial Corporation
at Dec. 31, 1997. The increase in the Company's investment in Canor includes
$11.8 million converted to equity from inter-company debt at the time of Canor's
amalgamation with Southlake.

Operating Expenses
-------------------

Operations and Maintenance
--------------------------

Consolidated operations and maintenance expenses were $8.0
million, or 10 percent, higher in 1998 than in 1997. NW Natural's operations and
maintenance expenses increased $4.1 million, or 6 percent, compared to 1997 due
to higher accruals for uncollectible accounts ($1.4 million); maintenance
expenses for a new customer information system (CIS) ($1.1 million);
amortizations of Year 2000 costs ($0.8 million); higher market development
expenses ($0.4 million); and employee severance charges ($0.6 million).
Subsidiary expenses increased $3.9 million, or 94 percent, in 1998 compared to
1997 due to the inclusion in this category of all of the expenses for Canor
following the Canor/Southlake amalgamation.

Operations and maintenance expenses in 1997 were $2.3 million
lower than in 1996 primarily due to a one time charge of $4.9 million in 1996
for 1995 litigation (see "Chase Gardens Litigation," below), offset by increases
in customer service and market development expense ($2.9 million); electronic

25

and network services ($0.6 million); and environmental investigation and
remediation charges ($0.6 million). Subsidiary expenses decreased $0.2 million,
or 6 percent, in 1997 compared to 1996 primarily due to a decline in Oregon
Natural's production costs.

Chase Gardens Litigation
------------------------

In July 1995, a jury in an Oregon state court returned a
verdict against NW Natural in the case of Northwest Natural Gas Company v. Chase
Gardens, Inc. (Lane County Circuit Court Case No. 16-91-01370). The Oregon Court
of Appeals (Oregon Court of Appeals Case No. CA A90481) affirmed the trial court
decision in February 1997. NW Natural filed a petition for review of the Court
of Appeals' decision by the Oregon Supreme Court. In August 1997, the Oregon
Supreme Court agreed to hear the case on appeal and is expected to render a
final ruling during 1999. NW Natural recorded a charge of $5.6 million in 1996,
equivalent to 15 cents a share, as a reserve against payment of the judgment,
related costs and post-judgment interest.

Taxes Other Than Income
-----------------------

Taxes other than income, which are comprised of property,
franchise, payroll and other taxes, increased $2.0 million, or 10 percent, in
1998. Property tax expense was $0.9 million, or 12 percent higher than in 1997,
due to more plant in service. Franchise taxes, which are based on gross
revenues, increased $1.1 million, reflecting higher revenues due to rate
increases effective Jan. 1, Apr. 1 and Dec. 1, 1998.

Taxes other than income declined $1.6 million, or 8 percent,
in 1997. NW Natural's property taxes decreased $1.6 million, or 17 percent due
to settlements reached in 1996 relating to property valuations and regulatory
treatment of reduced property taxes. Franchise taxes decreased $0.3 million, or
4 percent, paralleling the percentage decrease in gas sales revenues from 1996
to 1997. The decrease in franchise taxes was offset by an increase in payroll
taxes and regulatory fees.

Depreciation, Depletion and Amortization
----------------------------------------

Depreciation, depletion and amortization expense increased
$11.2 million, or 25 percent, in 1998 compared to 1997, and $1.6 million, or 4
percent, in 1997 compared to 1996. NW Natural's depreciation expense increased
by $4.9 million from 1997 to 1998 due to an additional $92.4 million of utility
plant placed in service. The new CIS, placed in service in the fourth quarter of
1997, increased depreciation expense by $2.2 million compared to 1997. NW
Natural's depreciation expense increased by $3.1 million in 1997 compared to
1996, primarily due to an additional $111.1 million of utility plant placed in
service in 1997.

Depreciation, depletion, and amortization expense for the
subsidiaries increased $6.3 million in 1998. Canor's depreciation expense
increased $6.3 million due in part to an increase in total assets after the
Canor/Southlake amalgamation. Depreciation expenses for Canor also included $4.2
million for asset write-downs (see "Subsidiary Operations," above).
Depreciation, depletion and amortization expense for the subsidiaries decreased
$1.5 million in 1997 compared to 1996. Depreciation expense for 1997 included
charges of $1.7 million recorded by Canor for the write-down of unproven
properties and abandonment of dry wells.

26

Other Income (Expense)
----------------------

The variations in other income (expense) during the past three
years resulted primarily from non-recurring items. In 1998, NW Natural recorded
as other income a $3.5 million gain, equivalent to 15 cents a share, from the
amalgamation of Canor with Southlake. The resulting gain was not subject to U.S.
income tax. Other income (expense) for 1998 also includes the $16.6 million in
asset write-downs recorded by Financial Corporation under SFAS No. 121 (see
"Subsidiary Operations," above). In 1996, Oregon Natural recorded a $2.9 million
gain on the sale of its underground storage facilities to NW Natural.

Other income now includes interest income on deferred
regulatory accounts; other income for prior years has been reclassified to
conform to this presentation. Prior to Jan. 1, 1998, interest accrued on
deferred regulatory accounts was included in miscellaneous operating income or
was treated as an adjustment to the cost of gas.

Interest Charges
----------------

Interest charges increased $3.3 million, or 11 percent, in
1998 compared to 1997 due to a $16.4 million increase in long-term debt and an
increase in NW Natural's average balance of commercial paper outstanding from
$45.8 million in 1997 to $53.1 million in 1998. The increases in commercial
paper and long-term debt balances were due to increased gas costs, construction
spending to fund customer growth and other spending for general corporate
purposes.

Interest charges in 1997 increased $2.7 million, or 10
percent, compared to 1996. The 1997 increase also resulted from higher long-term
and short-term debt balances due to the financing of NW Natural's $117 million
utility construction program and $28.6 million in deferred gas costs.

Allowance for Funds Used During Construction (AFUDC)
represents the cost of funds used during the construction of utility plant (see
Note 1 to the Consolidated Financial Statements). In 1998, AFUDC reduced
interest expense by $1.4 million compared to $1.7 million in 1997 and $0.8
million in 1996. The weighted average AFUDC rates were 5.5 percent in 1998, 5.8
percent in 1997, and 8.9 percent in 1996 (See "Financing Activities," below).

Income Taxes
------------

The effective corporate income tax rates for 1998, 1997 and
1996 were 31 percent, 33 percent and 37 percent, respectively. The lower rate in
1998 was due primarily to the non-taxable gain from Canor's amalgamation with
Southlake (see "Subsidiary Operations," and "Other Income (Expense)," above),
and in part to permanent tax savings resulting from a change in book
depreciation rates and increased tax credits. The effective tax rate in 1997 was
lower than the statutory rate due to permanent tax savings from the change in
book depreciation rates, an increase in tax credits and a reversal of amounts
previously recorded for the California solar energy investment sold (see Note 7
to the Consolidated Financial Statements).

Redeemable Preferred and Preference Stock Dividend Requirements
---------------------------------------------------------------

Redeemable preferred and preference stock dividend
requirements for 1998 were lower by $0.1 million, or 3 percent, compared to
1997, due to sinking fund redemptions. The 1997 requirements were lower by $0.1

27

million, or 3 percent, due to sinking fund redemptions and the redemption of the
$4.68 Series of redeemable preferred stock.

Financial Condition
- -------------------

Capital Structure
-----------------

NW Natural's capital expenditures are primarily related to
utility construction resulting from customer growth and system improvements. NW
Natural finances these expenditures from cash provided by operations and from
short-term borrowings which are periodically refinanced through the sale of
long-term debt or equity securities. In addition to its capital expenditures,
the weather-sensitive nature of gas usage by NW Natural's residential and
commercial customers influences the Company's financing requirements. Short-term
liquidity is satisfied primarily through the sale of commercial paper, which is
supported by commercial bank lines of credit (see Note 6 to the Consolidated
Financial Statements).

The Company's long-term goal is to maintain a capital
structure comprised of 45 to 50 percent common stock equity, 5 to 10 percent
preferred and preference stock and 45 to 50 percent short-term and long-term
debt. When additional capital is required, the Company issues debt or equity
securities depending upon both the target capital structure and market
conditions. The Company also uses these sources to meet long-term debt and
preferred and preference stock redemption requirements (see Notes 3 and 5 to the
Consolidated Financial Statements).

Cash Flows
----------

Operating Activities
--------------------

Operating activities provided net cash of $66.9 million in
1998 compared to $45.8 million in 1997. The 46 percent increase was due to
increased cash from operations ($26.6 million), offset in part by higher working
capital requirements ($5.5 million). The increase in cash from operations
compared to 1997 was primarily due to lower deferred gas costs receivable ($37.5
million), an increase in depreciation, depletion and amortization expense ($11.2
million) and non-cash investment losses including the asset write-downs by
Financial Corporation ($16.0 million). The increase in cash from operations was
offset by lower net income ($15.8 million), a reduction in deferred taxes and
investment tax credits ($17.0 million) and a gain on sale of assets ($2.9
million). The increase in working capital requirements was due to increases in
accounts receivable ($9.5 million) and accrued unbilled revenue ($8.8 million)
which were offset by a reduction in accounts payable ($3.3 million) and other
current assets and liabilities ($9.5 million).

Cash provided by operating activities in 1997 was $45.8
million, 49 percent lower than in 1996. The decrease was primarily due to an
increase in deferred gas costs ($36.7 million) and a decrease in accounts
payable ($6.0 million).

The Company has lease and purchase commitments relating to its
operating activities which are financed with cash flows from operations (see
Note 12 to the Consolidated Financial Statements).

28

Investing Activities
--------------------

Cash used in investing activities declined $25.5 million, from
$124.1 million in 1997 to $98.6 million in 1998. NW Natural's capital
expenditures totaled $80.0 million, down $35.9 million, or 31 percent, from
1997. The decrease in cash requirements for utility construction resulted from
completion of the new CIS ($14.0 million), a gas storage expansion project (Mist
Storage II) ($5.2 million) and several special projects ($5.9 million); lower
replacement and reinforcement expenditures ($1.5 million); a land purchase for a
new service center in 1997 ($1.6 million); reduced expenditures for computer
hardware and software ($1.1 million); and lower construction overhead ($2.0
million).

Cash requirements for NW Natural's capital program in 1997
totaled $115.9 million, up $32.5 million, or 39 percent, from 1996. The increase
included expenditures for Mist Storage II ($10.8 million); completion of the new
CIS ($7.9 million); transportation equipment ($2.2 million); expansion and
reinforcement of the gas distribution system to accommodate customer growth
($3.2 million); land purchases for the new service center ($1.6 million); and
the upgrading of other computer system hardware and software ($1.5 million).

NW Natural's construction expenditures are estimated at $110
million for 1999. Over the five year period 1999 through 2003, these
expenditures are estimated at between $500 million and $550 million. The high
level of capital expenditures over the next five years reflects projected high
customer growth plus a major system reinforcement project and the development of
additional underground storage facilities. An estimated 50 percent of the
required funds is expected to be internally generated, with the remainder to be
funded through a combination of long-term debt and equity securities with
short-term debt providing liquidity and bridge financing.

In 1998, non-utility capital expenditures totaled $19.8
million. Canor invested $13.5 million in Canadian exploration and production
properties. NW Natural's non-utility expenditures totaling $6.3 million included
expenditures relating to a contract for the construction of a new headquarters
building for the Port of Portland on land currently owned by NW Natural ($6.0
million) and additions to existing facilities ($0.3 million).

NW Natural invested $3.0 million in both 1996 and 1997 in
Canor's exploration and production program to supplement Canor's internally
generated funds. During 1998, NW Natural converted to equity $11.8 million of
intercompany loans to Canor.

Financing Activities
--------------------

Cash provided by financing activities in 1998 totaled $32.3
million, down from $76.8 million in 1997. Proceeds from the sales of $22
million, $10 million and $20 million of Medium-Term Notes, Series B, in March,
June and November 1998, respectively, and $44.7 million from the negotiated
public offering and sale of 1,725,000 shares of NW Natural's common stock in
April 1998, were used in part to reduce long-term debt ($35.0 million) and
short-term debt ($2.0 million).

Cash provided by financing activities in 1997 totaled $76.8
million, compared to cash used for financing of $6.5 million in 1996. The
primary financing activities in 1997 which accounted for the change from 1996
were NW Natural's sale of $90 million of its Medium-Term Notes and the net

29

issuance of $39.3 million of commercial paper, partially offset by the
redemption of $27 million of Medium-Term Notes and First Mortgage Bonds.

Ratios of Earnings to Fixed Charges
-----------------------------------

For the years ended Dec. 31, 1998, 1997 and 1996, the
Company's ratios of earnings to fixed charges, computed using the Securities and
Exchange Commission method, were 2.12, 2.99 and 3.53, respectively. For this
purpose, earnings consist of net income before taxes plus fixed charges. 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.

Contingent Liabilities
- ----------------------

Year 2000 Readiness
-------------------

Overview
---------

The Company has identified and is in the process of correcting
the information technology (IT) and non-IT systems within its control that could
be affected by the Year 2000 issue. In early 1997, NW Natural established a Year
2000 Project Office with technical specialists experienced in the Year 2000
issue, sponsored by two senior executives.

The Company's objective in its Year 2000 project is to reduce
the risk of business disruption or serious financial loss due to IT and non-IT
systems failures relating to the Year 2000 issue. In November 1997, NW Natural
replaced its largest application, its customer information system for
residential and small commercial customers incorporating billing, customer
order, credit and other programs, with a fully Year 2000-ready system.
Additional project work includes maintaining and managing the inventory of its
date-sensitive IT and non-IT systems; researching and managing the degree of
Year 2000 readiness of IT and non-IT systems of the suppliers and vendors with
whom it has material relationships; identifying and assessing the cost of
renovating or replacing non-IT systems within its control that could be affected
by the Year 2000 issue; assigning risk ratings to its IT and non-IT systems in
order to prioritize renovation and replacement efforts; and developing
contingency plans for high-risk systems or vendor products where products are
known to be non-compliant or readiness levels cannot be independently verified.

Readiness of Systems
--------------------

The Year 2000 project office has achieved various stages of
correction for impacted IT systems and non-IT equipment and, overall, NW Natural
has maintained and expects to continue its planned schedule for correction. NW
Natural plans to complete renovations of its internal applications with the
highest risk ratings by Jun. 30, 1999, and to evaluate and develop appropriate
plans to renovate or address risks of failure in its remaining lower-risk
systems by the end of 1999.

Among 48 applications originally identified for internal
renovation, 22 percent had been completed through construction, testing and
implementation as of Dec. 31, 1998. Eighty-eight percent of the high priority

30

applications either were complete or had been identified for replacement or
retirement.

NW Natural has been developing a new billing system for
industrial and large commercial (I&C) customers to replace an existing system
that is not Year 2000 compliant. The development project for the new I&C system
is on schedule, but the Company has implemented a contingency plan by reviewing
coding designs, staffing availability and cost estimates for the renovation of
the existing system so that it could be ready by year-end. This effort may be
terminated at any time if it appears that the I&C replacement project is
reaching its key milestones on schedule for completion by October 1999.

Suppliers and Vendors
---------------------

NW Natural is evaluating the status of Year 2000 compliance
efforts of critical suppliers and vendors. These contacts include written
communication or face-to-face meetings with providers of interstate capacity and
storage, natural gas suppliers, financial institutions and electric and
telephone companies. In addition, the project office is currently investigating
570 vendor-supplied products. Of these products, 386 products either have been
determined to be compliant, or have been represented by the vendors to be
compliant if used in connection with other compliant systems. Another 119
products were deemed non-compliant and 65 products are under active
investigation. If warranted, the Company will identify alternative vendor
sources to the extent alternatives are available, and develop contingency plans
for any critical vendor products considered at risk where alternatives are not
available.

Risks and Contingency Planning
------------------------------

The Company has not quantified its worst-case exposure from
the Year 2000 issue, but the project office intends to make such estimates while
prioritizing the highest-risk systems for correction.

With respect to its internal operations, NW Natural believes
its most significant risks are its ability to render timely bills to its
industrial and large commercial customers, its ability to use electronic devices
to control and operate its distribution system and its ability to maintain
continuous operation of its computer systems. In the event that any Year
2000-related problems may occur, the Company intends to implement contingency
plans to mitigate the impact of such failures to the extent possible. These
plans will include options for manual control and operation of the gas
distribution system.

With respect to external factors, NW Natural relies on the
suppliers of natural gas and interstate transportation to deliver natural gas to
the Company's distribution system. External infrastructure such as electric and
telephone service is necessary for the Company's basic operation as well as the
operations of many of its customers. A failure by any of these critical vendors
could challenge the Company's ability to meet the demands of its customers. As
part of its normal business practice, however, NW Natural maintains plans to
follow during emergency circumstances. These plans are incorporated into its
contingency plan for potential Year 2000-related problems.

31

Financial Impact
----------------

NW Natural's total estimated cost for its Year 2000 readiness
program is $6.9 million. This amount includes its costs of assessment, planning,
vendor management, project management and other project costs as well as the
costs of renovating and testing internal applications. NW Natural's costs in
1997 and 1998 for Year 2000 activities totaled $4.1 million. Neither the total
estimated cost nor the costs to date include the costs incurred in replacing NW
Natural's customer information system or costs for other IT systems that are
being replaced rather than renovated. In accordance with an order of the OPUC,
NW Natural's incremental operating costs for Year 2000 readiness are being
deferred and amortized over a five-year period.

Disclaimer
----------

As a result of its Year 2000 program and the replacement of
the residential and small commercial customer information system, the Company
does not believe that, in the aggregate, Year 2000 issues will be material to
its business, operations or financial condition. However, despite the Company's
efforts, there can be no assurance that all material Year 2000 risks relating to
systems within its control will have been adequately identified and corrected
before the end of 1999. In addition, while the Company is in the process of
researching the Year 2000 readiness of its suppliers and vendors, the Company
can make no assurances regarding the Year 2000 compliance status of systems or
parties outside its control, and currently cannot assess the effect on it of any
non-compliance by such systems or parties.

The Year 2000 statements in this report are Year 2000
Readiness Disclosures under the Year 2000 Information and Readiness Disclosure
Act and are made to the best knowledge and belief of the Company.

Environmental Matters
- ---------------------

NW Natural owns property in Linnton, Oregon, that is the site
of a former gas manufacturing plant that was closed in 1956. In 1993, pursuant
to Oregon Department of Environmental Quality (ODEQ) procedures, NW Natural
submitted a notice of intent to participate in the ODEQ's Voluntary Cleanup
Program and, in 1994, the site was listed on ODEQ's Confirmed Release List and
Inventory. During 1995, initial tests revealed environmental contamination, but
the extent or the estimated cost of remediation cannot yet be determined.

During 1998, the ODEQ and the U.S. Environmental Protection
Agency (EPA) completed a study of sediments in a 5.5 mile segment of the
Willamette River that includes the area adjacent to the site. Remediation of the
site may be affected by the sediments management plan now being developed in
response to the ODEQ/EPA sediments study.

Since 1993, NW Natural has recorded expenses of $2.0 million
for the estimated costs of consultants' fees, ODEQ oversight cost reimbursements
and voluntary investigation, plus an estimate for costs of the continuing
investigation. NW Natural expects that its costs of investigation and any
remediation for which it may be responsible should be recoverable, in large
part, from insurance. In the event these costs are not recovered from insurance,
NW Natural will seek recovery through future rates.

NW Natural also is monitoring an environmental investigation
of a site in Eugene, Oregon (see Note 12 to the Consolidated Financial
Statements).

32

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's primary market risk exposures associated with
activities involving derivative financial instruments and other financial
instruments are natural gas commodity price risk, foreign currency risk and
interest rate risk.

NW Natural uses derivative financial instruments as tools to
mitigate certain of these market risks. NW Natural enters into such instruments
for hedging purposes, not for trading purposes. Market risks associated with the
derivative financial instruments are monitored by management personnel who do
not directly enter into these contracts and by a committee of the Board of
Directors.

Canor also enters into derivative financial instruments for the
purpose of hedging price risks associated with contractual gas purchase and
sales commitments and natural gas production. Unrealized changes in the market
value of these derivatives are recognized upon settlement along with the
underlying hedged transactions.

Physical and financial commodity and foreign currency transactions
- ------------------------------------------------------------------

NW Natural enters into short-term and long-term natural gas
purchase contracts with demand and commodity fixed-price and variable-price
components, along with associated short-term and long-term natural gas
transportation contracts. Many of the purchases made under these contracts are
in Canadian dollars and NW Natural uses foreign currency forward contracts to
hedge against foreign exchange rate fluctuations.

NW Natural historically has taken physical delivery of at least the
minimum quantities specified in its natural gas purchase contracts. Many
commodity purchase contracts provide for net settlement based on the difference
between contract price and comparable market value should the contract minimum
quantities not be delivered. Changes in the market value of these contracts are
not recorded. Rather, actual costs are recorded when the contracted delivery is
received. NW Natural's PGA mechanism in Oregon provides for the recovery from
customers of actual commodity costs in comparison with established benchmark
costs, except that NW Natural absorbs 33 percent of the higher cost of gas sold,
or retains 33 percent of the lower cost, in either case as compared to
projections.

The physical delivery gas purchase contracts are subject to
annual re-pricing, a process that is intended to reflect anticipated market
price trends during the next year. NW Natural has generally been able to obtain
competitive prices for these purchases and in turn has provided competitive
prices for sales to its customers. Market risk is typically managed on a
contract by contract basis, subject to parameters established by the Board of
Directors. NW Natural has established risk management processes, policies and
procedures to monitor and control these market risks, including an objective
that there be a balance between contracted minimum purchase quantities and
expected demand.

Because NW Natural considers all of the derivative financial
instruments it uses to be hedges, it does not measure market risk on a daily
basis. The only determination of market position for these contracts is
mark-to-market. Management does not believe market valuation of the physical
contracts would be warranted because the Company intends to take physical
delivery of the commodity and the contracts are subject to annual re-pricing.

33

At Dec. 31, 1998, differences between notional values and fair
values with respect to NW Natural's open positions in derivative financial
instruments were not material to the Company's financial position or results of
operations. However, to the degree that market risks exist due to potential
adverse changes in commodity prices and foreign exchange rates in relation to
these financial and physical contracts, the Company considers the risks to be:

Commodity Price Risk
- --------------------

The prices of natural gas commodity are subject to fluctuations due
to unpredictable factors including weather, pipeline transportation congestion
and other factors that affect short-term supply and demand.

The following table summarizes information with respect to
transactions that are sensitive to commodity price risk. NW Natural uses natural
gas commodity swap agreements to convert certain long-term gas purchase
contracts from floating prices to fixed prices. As of Dec. 31, 1998, the Company
had not entered into any natural gas commodity swaps or other derivative
commodity instruments extending beyond the end of 1999. In the table, the
notional quantity is the total volume of natural gas covered by these derivative
commodity instruments, and the notional value of the gas is the sum of the
notional quantities covered by each instrument times the respective strike (pay)
price. The mark-to-market value is the sum of the notional quantities covered by
each instrument times the market index (receive) prices applicable to such
instrument as of Dec. 31, 1998. If all of the commodity swap agreements had been
settled on that date, NW Natural would have realized a gain of $0.6 million.

Estimated Mark-to-Market Value of Commodity Swaps
-------------------------------------------------

- -------------------------------------------------------------------------------
Notional Notional Mark-to-market
Quantity Value Value
Maturity (MMMBtu) ($000) ($000)
- -------------------------------------------------------------------------------
Natural gas 1999 26,626 $50,085 $50,737
commodity swaps
- -------------------------------------------------------------------------------

34

Foreign Currency Risk
- ---------------------

The following table summarizes information with respect to
transactions that are sensitive to foreign currency exchange rate risk. The
costs of natural gas commodity and certain pipeline services are subject to
changes in the value of Canadian currency in relation to U. S. currency. NW
Natural uses foreign currency forward contracts to hedge against fluctuations in
currency values with respect to its purchases of at least 80 percent of its
estimated daily requirements for natural gas purchased from suppliers in Canada.
As of Dec. 31, 1998, the Company had not entered into any derivative financial
instruments relating to foreign currency exchange rates extending beyond the end
of 1999. The fair value of these contracts is defined as the sum of the contract
amounts covered by each contract times the respective settlement price if the
contracts had been settled at Dec. 31, 1998. If all of the contracts had been
settled on that date, NW Natural would have realized a negligible gain.

Estimated Fair Value of Forward Currency Exchange Contracts
-----------------------------------------------------------

- -------------------------------------------------------------------------------
Maturity Date Total Fair Value
1999 ($000) ($000)
--------------- -------- -----------
- -------------------------------------------------------------------------------
Forward Exchange $12,115
Contracts
($000 Canadian)

Average Exchange 1.5305
Rate

Forward Exchange $7,895 $7,895 $7,916
Contracts
($000 U.S.)
- -------------------------------------------------------------------------------

Interest Rate Risk
- ------------------

Interest rate risk relates to new debt financing needed to fund
capital requirements, including maturing debt securities, and to the issuance of
commercial paper. NW Natural manages interest rate risk through the issuance of
fixed-rate debt with varying maturities and the refunding of debt through
optional redemption when interest rates are favorable. NW Natural had no
derivative financial instruments to hedge interest rates in place at Dec. 31,
1998.

The following table summarizes information as of Dec. 31,
1998, with respect to financial instruments that are sensitive to changes in
interest rates. Fair value for these instruments, all of which are fixed-rate
long-term debt, is defined as the present value of the debt securities' future
cash flows discounted at interest rates that reflect market conditions as of
Dec. 31, 1998.

35

Estimated Fair Value of Long-Term Debt
--------------------------------------

- ------------------------------------------------------------------------------
There- Fair
1999 2000 2001 2002 2003 after Total Value
---- ---- ---- ---- ---- ----- ----- -----
- ------------------------------------------------------------------------------
Principal $10.0 $10.0 $10.0 $30.0 $20.0 $287.0 $367.0 $425.0
amounts of
First Mortgage
Bonds and
Medium Term
Notes, by
maturity date
(Millions)

Weighted 7.69% 5.97% 8.47% 6.38% 6.40% 7.55% 7.38%
average
interest rate

- ------------------------------------------------------------------------------

Principal -- -- -- -- -- $9.7 $9.7 $11.2
amount of
Convertible
Debentures
(Millions)

Weighted 7.25%
average
interest rate

- ------------------------------------------------------------------------------
Total $10.0 $10.0 $10.0 $30.0 $20.0 $296.7 $376.7 $436.2
(Millions) ----- ----- ----- ----- ----- ------ ------ ------
- ------------------------------------------------------------------------------

36

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

TABLE OF CONTENTS

Page
----

1. Management's Responsibility for Financial Statements............. 38

2. Independent Accountant's Reports................................. 39

3. Consolidated Financial Statements:
Consolidated Statements of Income for the Years
Ended December 31, 1998, 1997 and 1996........................... 41

Consolidated Statements of Earnings Invested in the Business
for the Years Ended December 31, 1998, 1997 and 1996............. 42

Consolidated Balance Sheets, December 31, 1998 and 1997.......... 43

Consolidated Statements of Cash Flows for the Years Ended
December 31, 1998, 1997 and 1996................................. 45

Consolidated Statements of Capitalization, December 31,
1998 and 1997.................................................... 46

Notes to Consolidated Financial Statements....................... 47

4. Quarterly Financial Information (unaudited)...................... 65

Supplemental Schedules Omitted

All other schedules are omitted because of the absence of the conditions under
which they are required or because the required information is included
elsewhere in the financial statements.

37

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS
----------------------------------------------------

The financial statements in this report were prepared by
management, which is responsible for their objectivity and integrity. The
statements have been prepared in conformity with generally accepted accounting
principles and, where appropriate, reflect informed estimates based on judgments
of management. The responsibility of the Company's independent auditors is to
render an independent report on the financial statements.

The Company's system of internal accounting controls is
designed to provide reasonable assurance that assets are safeguarded and
transactions are executed in accordance with management's authorizations, that
transactions are recorded to permit the preparation of financial statements in
conformity with orders of regulatory authorities and generally accepted
accounting principles and that accountability for assets is maintained. The
Company's system of internal controls has provided such reasonable assurances
during the periods reported herein. The system includes written policies,
procedures and guidelines, an organization structure that segregates duties and
an established program for monitoring the system by internal auditors. In
addition, Northwest Natural Gas Company has prepared and annually distributes to
its employees a Code of Ethics covering its policies for conducting business
affairs in a lawful and ethical manner. Ongoing review programs are carried out
to ensure compliance with these policies.

The Board of Directors, through its Audit Committee, oversees
management's financial reporting responsibilities. The committee meets regularly
with management, the internal auditors, and representatives of the Company's
independent auditors. Both internal and external auditors have free and
independent access to the committee and the Board of Directors. No member of the
committee is an employee of the Company. The committee reports the results of
its activities to the full Board of Directors. Annually, the Audit Committee
recommends the nomination of independent auditors to the Board of Directors for
shareholder approval.

/s/ Richard G. Reiten
--------------------------
Richard G. Reiten
President and
Chief Executive Officer

/s/ Bruce R. DeBolt
--------------------------
Bruce R. DeBolt
Senior Vice President,
Finance, and Chief
Financial Officer

38

Independent Accountant's Report

To the Board of Directors and
Shareholders of NW Natural

In our opinion, the consolidated financial statements listed in the accompanying
index present fairly, in all material respects, the financial position of
Northwest Natural Gas Company (doing business as NW Natural) and its
subsidiaries (the "Company") at December 31, 1998 and 1997, and the results of
their operations and their cash flows for each of the two years in the period
ended December 31, 1998, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Portland, Oregon
February 19, 1999

39

INDEPENDENT AUDITORS' REPORT

To the Directors and Shareholders of
Northwest Natural Gas Company

We have audited the accompanying consolidated statements of income, earnings
invested in the business, and cash flows of Northwest Natural Gas Company and
subsidiaries for the year ended December 31, 1996. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the consolidated financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the results of operations and cash flows of Northwest Natural
Gas Company and subsidiaries for the year ended December 31, 1996, in conformity
with generally accepted accounting principles.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Portland, Oregon
February 12, 1997

40

NORTHWEST NATURAL GAS COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(Thousands, Except Per Share Amounts)

Year Ended December 31 1998 1997 1996
- -------------------------------------------------------------------------------
OPERATING REVENUES:
Gross operating revenues $416,689 $361,127 $380,199
Cost of sales 173,424 130,599 141,842
--------- --------- ---------
Net operating revenues 243,265 230,528 238,357

OPERATING EXPENSES:
Operations and maintenance 85,882 77,879 80,218
Taxes other than income taxes 21,939 19,952 21,597
Depreciation, depletion and
amortization 55,822 44,619 43,047
--------- --------- ---------

Total operating expenses 163,643 142,450 144,862
-------- -------- ---------

INCOME FROM OPERATIONS 79,622 88,078 93,495
--------- --------- ---------

OTHER INCOME (EXPENSE) (8,310) 4,570 7,352
---------- --------- ----------

INTEREST CHARGES:
Interest on long-term debt 27,567 24,918 23,176
Other interest 4,902 4,500 3,448
Amortization of debt discount and
expense 714 730 865
---------- --------- -----------
Total interest charges 33,183 30,148 27,489

Allowance for funds used during
construction (1,426) (1,665) (782)
----------- --------- -----------
Total interest charges-net 31,757 28,483 26,707
--------- --------- ---------

INCOME BEFORE INCOME TAXES 39,555 64,165 74,140

INCOME TAXES 12,254 21,106 27,347
---------- --------- ---------

NET INCOME 27,301 43,059 46,793
Redeemable preferred and preference
stock dividend requirements 2,577 2,646 2,723
---------- --------- ----------

EARNINGS APPLICABLE TO COMMON STOCK $ 24,724 $ 40,413 $ 44,070
======== ======== ========
AVERAGE COMMON SHARES OUTSTANDING 24,233 22,698 22,391
========= ========= =========
BASIC EARNINGS PER SHARE OF COMMON STOCK $1.02 $1.78 $1.97
===== ===== =====
DILUTED EARNINGS PER SHARE OF
COMMON STOCK $1.02 $1.76 $1.94
===== ===== =====
DIVIDENDS PER SHARE OF
COMMON STOCK $1.22 $1.205 $1.20
===== ====== =====

------------------------------------
See Notes to Consolidated Financial Statements.

41

NORTHWEST NATURAL GAS COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS INVESTED IN THE BUSINESS
(Thousands)
Year Ended December 31,

1998 1997 1996
---------------- ----------------- ----------------

Earnings invested in
the business:
Balance at
Beginning of Year $113,098 $100,026 $106,549
Net Income 27,301 $27,301 43,059 $43,059 46,793 $46,793
Cash Dividends Paid:
Redeemable
preferred and
preference stock (2,587) (2,660) (2,735)
Common stock (29,615) (27,321) (26,836)
Common Stock Dividend - - (23,704)
Common Stock Expense (1,684) (6) (41)
--------- -------- ---------
Balance at End of $106,513 $113,098 $100,026
Year ========= ========= =========

Accumulated Other
Comprehensive Income
(Loss):
Balance at Beginning
of Year $ (2,235) $ (1,650) $ (898)
Other comprehensive
income (loss)-
Foreign currency
translation
adjustment (225) (225) (585) (585) (752) (752)
-------- -------- --------- -------- --------- ---------
Comprehensive Income $27,076 $42,474 $46,041
======= ======== =========
Balance at End of
Year $ (2,460) $ (2,235) $(1,650)
========= ========= =========

------------------------------------
See Notes to Consolidated Financial Statements.

42

NORTHWEST NATURAL GAS COMPANY
CONSOLIDATED BALANCE SHEETS
(Thousands)

December 31 1998 1997
- ------------------------------------------------------------------------------

ASSETS:
PLANT AND PROPERTY:
Utility plant $1,239,690 $1,164,499
Less accumulated depreciation 404,117 366,607
---------- ----------

Utility plant - net 835,573 797,892
---------- ----------

Non-utility property 89,050 52,422
Less accumulated depreciation and
depletion 29,927 22,843
---------- ----------

Non-utility property - net 59,123 29,579
---------- ----------

Total plant and property 894,696 827,471
---------- ----------

INVESTMENTS AND OTHER:
Investments 15,898 34,148
Long-term notes receivable 816 978
---------- ----------

Total investments and other 16,714 35,126
---------- ----------

CURRENT ASSETS:
Cash and cash equivalents 7,383 6,731
Accounts receivable - customers 49,023 40,673
Allowance for uncollectible accounts (1,547) (1,253)
Accrued unbilled revenue 34,258 23,911
Inventories of gas, materials and supplies 21,258 17,385
Prepayments and other current assets 16,105 17,226
---------- ----------

Total current assets 126,480 104,673
---------- ----------

REGULATORY TAX ASSETS 56,860 56,860
---------- ----------

DEFERRED GAS COSTS RECEIVABLE 27,795 28,628
---------- ----------

DEFERRED DEBITS AND OTHER 69,191 58,859
---------- ----------

TOTAL ASSETS $1,191,736 $1,111,617
========== ==========

-----------------------------------
See Notes to Consolidated Financial Statements.

43

NORTHWEST NATURAL GAS COMPANY
CONSOLIDATED BALANCE SHEETS
(Thousands)

December 31 1998 1997
- ------------------------------------------------------------------------------

CAPITALIZATION AND LIABILITIES:
CAPITALIZATION (See Consolidated
Statements of Capitalization):
Common stock $ 78,701 $ 72,404
Premium on common stock 229,650 182,998
Earnings invested in the business 106,513 113,098
Accumulated other comprehensive
income (loss) (2,460) (2,235)
------------- --------------

Total common stock equity 412,404 366,265

Redeemable preference stock 25,000 25,000
Redeemable preferred stock 11,499 12,429
Long-term debt 366,738 344,303
----------- ------------

Total capitalization 815,641 747,997
----------- ------------

MINORITY INTEREST 16,322 -
------------ ------------

CURRENT LIABILITIES:
Notes payable 87,264 89,317
Accounts payable 56,039 58,775
Long-term debt due within one year 10,000 16,000
Taxes accrued 7,486 4,656
Interest accrued 6,204 6,058
Other current and accrued liabilities 23,477 21,390
------------ -------------

Total current liabilities 190,470 196,196
----------- ------------

DEFERRED INVESTMENT TAX CREDITS 11,248 11,949
------------ -------------

DEFERRED INCOME TAXES 140,310 139,953
------------ ------------

REGULATORY LIABILITY AND OTHER 17,745 15,522
------------- -------------

COMMITMENTS AND CONTINGENCIES (Note 12) - -
-------------- ----------------

TOTAL CAPITALIZATION
AND LIABILITIES $1,191,736 $1,111,617
========== ==========

-----------------------------------
See Notes to Consolidated Financial Statements.

44

NORTHWEST NATURAL GAS COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands)

Year Ended December 31 1998 1997 1996
- -------------------------------------------------------------------------------

OPERATING ACTIVITIES:

Net income $ 27,301 $ 43,059 $ 46,793
Adjustments to reconcile net
income to net cash provided
by operations:
Depreciation, depletion
and amortization 55,822 44,619 43,047
Gain on sale of assets (3,782) (849) (2,897)
Deferred income taxes
and investment tax credits (344) 16,609 4,108
Equity in losses (earnings)
of investments 15,572 (468) (773)
Allowance for funds used
during construction (1,426) (1,868) (1,593)
Deferred gas costs receivable 833 (36,686) (11,856)
Regulatory accounts and other
- net (8,109) (5,159) (2,491)
-------- -------- --------
Cash from operations
before working
capital changes 85,867 59,257 74,338
Changes in operating assets
and liabilities:
Accounts receivable - net (8,056) 1,413 (6,448)
Accrued unbilled revenue (10,347) (1,571) (847)
Inventories of gas,
materials and supplies (3,873) (2,946) (185)
Accounts payable (2,736) (6,020) 23,011
Accrued interest and taxes 2,976 2,122 (6,306)
Other current assets and
liabilities 3,108 (6,439) 6,377
-------- -------- --------
CASH PROVIDED BY OPERATING
ACTIVITIES 66,939 45,816 89,940
-------- -------- --------
INVESTING ACTIVITIES:
Acquisition and construction of utility
plant assets (80,022) (115,886) (83,400)
Investment in non-utility property (19,780) (9,229) (3,246)
Proceeds from sale of non-utility
assets - 1,014 -
Investments and other 1,226 (35) 3,682
-------- -------- --------

CASH USED IN INVESTING (98,576) (124,136) (82,964)
ACTIVITIES -------- -------- --------
FINANCING ACTIVITIES:
Common stock issued 52,384 6,465 5,690
Redeemable preferred stock retired (930) (1,320) (1,091)
Long-term debt:
Issued 52,000 90,000 20,000
Retired (35,000) (27,000) (22,000)
Change in short-term debt (2,054) 39,259 21,226
Cash dividend payments:
Redeemable preferred and
preference stock (2,587) (2,660) (2,735)
Common stock (29,615) (27,321) (26,836)
Foreign currency translation and capital
stock expense (1,909) (591) (793)
------- -------- --------
CASH PROVIDED BY (USED FOR)
FINANCING ACTIVITIES 32,289 76,832 (6,539)
------- -------- --------

INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 652 (1,488) 437

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR 6,731 8,219 7,782
------- -------- -------

CASH AND CASH EQUIVALENTS - END OF YEAR $ 7,383 $ 6,731 $ 8,219
========= ======== ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the year for:
Interest $ 32,323 $ 28,756 $25,846
Income taxes $ 8,205 $ 7,288 $27,266

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING
ACTIVITIES:
Conversion to common stock:
7-1/4 percent Series of
Convertible Debentures $ 565 $ 535 $1,107

----------------------------------
See Notes to Consolidated Financial Statements

45

NORTHWEST NATURAL GAS COMPANY
CONSOLIDATED STATEMENTS OF CAPITALIZATION
(Thousands, Except Share Amounts)

December 31 1998 1997
- -------------------------------------------------------------------------------

COMMON STOCK EQUITY:
Common stock - par value
$3-1/6 per share; authorized
60,000,000 shares:
outstanding -
1998, 24,853,121 shares;
1997, 22,864,328 shares $ 78,701 $ 72,404
Premium on common stock 229,650 182,998
Earnings invested in the
business 106,513 113,098
Accumulated other
comprehensive income (loss) (2,460) (2,235)
--------- ---------
Total common stock 412,404 51% 366,265 49%
equity --------- ---- --------- ----

REDEEMABLE PREFERENCE STOCK, authorized
2,000,000 shares; $6.95 Series,
stated value $100 per share;
outstanding -
1998, 250,000 shares;
1997, 250,000 shares 25,000 25,000
--------- ---------
Total redeemable
preference stock 25,000 3% 25,000 3%
--------- ---- --------- ---

REDEEMABLE PREFERRED STOCK, authorized
1,500,000 shares; all outstanding
series have a stated value of $100
per share:
$4.75 Series, outstanding -
1998, 2,485 shares; 1997,
4,285 shares 249 429
$7.125 Series, outstanding -
1998, 112,500 shares;
1997, 120,000 shares 11,250 12,000
-------- ---------
Total redeemable preferred
stock 11,499 1% 12,429 2%
-------- -- -------- ----

LONG-TERM DEBT:
First Mortgage Bonds
--------------------
9-3/4% Series due 2015 50,000 50,000
9-1/8% Series due 2019 - 20,000
Medium-Term Notes
-----------------
First Mortgage Bonds:
7.69% Series A due 1999 10,000 10,000
5.96% Series B due 2000 5,000 5,000
5.98% Series B due 2000 5,000 5,000
8.05% Series A due 2002 10,000 10,000
5.55% Series B due 2002 20,000 -
6.40% Series B due 2003 20,000 20,000
6.34% Series B due 2005 5,000 5,000
6.38% Series B due 2005 5,000 5,000
6.45% Series B due 2005 5,000 5,000
6.80% Series B due 2007 10,000 10,000
6.50% Series B due 2008 5,000 5,000
8.26% Series B due 2014 10,000 10,000
7.00% Series B due 2017 40,000 40,000
6.60% Series B due 2018 22,000 -
8.31% Series B due 2019 10,000 10,000
9.05% Series A due 2021 10,000 10,000
7.25% Series B due 2023 20,000 20,000
7.50% Series B due 2023 4,000 4,000
7.52% Series B due 2023 11,000 11,000
6.52% Series B due 2025 10,000 10,000
7.05% Series B due 2026 20,000 20,000
7.00% Series B due 2027 20,000 20,000
6.65% Series B due 2027 20,000 20,000
6.65% Series B due 2028 10,000 -
Unsecured:
8.93% Series A due 1998 - 5,000
8.95% Series A due 1998 - 10,000
8.47% Series A due 2001 10,000 10,000
Convertible Debentures
----------------------
7-1/4% Series due 2012 9,738 10,303
--------- ---------
376,738 360,303
Less long-term debt due within
within one-year 10,000 16,000
--------- ---------
Total long-term debt 366,738 45% 344,303 46%
--------- ---- --------- ----
TOTAL CAPITALIZATION $815,641 100% $747,997 100%
========= ==== ========= ====

------------------------------------
See Notes to Consolidated Financial Statements.

46

Northwest Natural Gas Company
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
- ----------------------------------------------------

Organization and Principles of Consolidation
- --------------------------------------------

The consolidated financial statements include:

Regulated utility:
-Northwest Natural Gas Company (doing business as NW Natural)

Non-regulated subsidiary businesses:
-NNG Financial Corporation (Financial Corporation), a wholly
owned subsidiary
-Canor Energy, Ltd. (Canor), a majority-owned subsidiary
-Oregon Natural Gas Development Corporation (Oregon Natural),
a wholly owned subsidiary

Oregon Natural was merged with and into NW Natural during the second
quarter of 1996.

Together these businesses are referred to herein as the "Company."
Intercompany accounts and transactions have been eliminated.

Investments in corporate joint ventures and partnerships in which the
Company's ownership is 50 percent or less are accounted for by the
equity method or the cost method (see Note 9).

Certain amounts from prior years have been reclassified to conform with
the 1998 presentation.

Use of Estimates
- ----------------

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect reported amounts in the consolidated
financial statements and accompanying notes. Changes in such estimates
may affect amounts reported in future periods.

Industry Regulation
- -------------------

The Company's principal business is the distribution of natural gas
which is regulated by the Oregon Public Utility Commission (OPUC) and
the Washington Utilities and Transportation Commission (WUTC).
Accounting records and practices conform to the requirements and
uniform system of accounts prescribed by these regulatory authorities
in accordance with Statement of Financial Accounting Standards (SFAS)
No. 71, "Accounting for the Effects of Certain Types of Regulation."

Utility Plant
- -------------

Utility plant for NW Natural is stated at original cost (see table in
Note 9). When a depreciable unit of property is retired, the original
cost is removed from both utility plant and the accumulated provision
for depreciation together with the cost of removal, less any salvage.
No gain or loss is recognized upon normal retirement.

47

Northwest Natural Gas Company
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

NW Natural's provision for depreciation of utility property, which is
computed under the straight-line, age-life method in accordance with
independent engineering studies and as approved by regulatory
authorities, approximated 3.9 percent of average depreciable plant in
1998 and 3.8 percent in both 1997 and 1996. The rate of depreciation
approximates the economic life of the utility property.

Certain additions to utility plant include an allowance for funds used
during construction (AFUDC), a non-cash item. AFUDC represents the cost
of funds borrowed during construction and is calculated using actual
commercial paper interest rates. If commercial paper borrowings are
insufficient to finance the total work in progress, then a composite
rate of interest on all debt, shown as a reduction to interest charges,
and a return on equity funds, shown as other income, is used to compute
AFUDC. While cash is not realized currently from AFUDC, it is realized
in the ratemaking process over the service life of the related property
through increased revenues resulting from higher rate base and higher
depreciation expense. NW Natural's weighted average AFUDC rates were
5.5 percent for 1998, 5.8 percent for 1997, and 8.9 percent for 1996.

Regulatory Accounts
- -------------------

In applying SFAS No. 71, NW Natural has capitalized certain costs and
benefits as regulatory assets and liabilities pursuant to orders of the
state utility regulatory commissions, in general rate proceedings or
expense deferral proceedings, in order to provide for recovery of
revenues or expenses from, or refunds to, NW Natural's utility
customers in future periods. At December 31, 1998 and 1997, regulatory
tax assets were $56.9 million for both years, while other regulatory
assets and liabilities (net) were $39.9 million and $36.9 million,
respectively.

If NW Natural should determine in the future that all or a portion of
these regulatory assets and liabilities no longer meet the criteria for
continued application of SFAS No. 71, then NW Natural would be required
to write off that portion which it could not recover or refund.

Cash and Cash Equivalents
- -------------------------

For purposes of reporting cash flows, cash and cash equivalents include
cash on hand and highly liquid temporary investments with original
maturity dates of three months or less.

Unbilled Revenue
- ----------------

NW Natural accrues for gas deliveries not billed to customers from the
meter reading dates to month end.

Inventories
- -----------

NW Natural's inventories of gas in storage and materials and supplies
are stated at the lower of average cost or net realizable value.

48

Northwest Natural Gas Company
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

Derivatives Policy
- ------------------

NW Natural's "Derivatives Policy" allows up to a 100 percent hedge
position in currency derivatives to match and lock in prices on
individual Canadian natural gas purchase transactions; interest rate
derivatives to match specific outstanding debt instruments maturing in
less than five years; and natural gas commodity derivatives to lock in
or cap prices on gas purchased for a future period under contracts with
market-indexed pricing. The policy requires derivatives to be used
within prescribed limitations and only in order to reduce price risk,
so as to qualify for hedge accounting treatment. Changes in market
values of foreign currency contracts, and gains or losses on commodity
derivative contracts, are deferred and recognized as adjustments to gas
purchase costs upon concurrent settlement of these contracts (see Note
11).

In June 1998, the Financial Accounting Standards Board (FASB) issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities." This standard is effective for all fiscal years beginning
after Jun. 15, 1999 (Jan. 1, 2000 for NW Natural). SFAS No. 133
requires that all derivative instruments be recorded each period either
in current earnings or in other comprehensive income, depending on
whether a derivative is designated as part of a hedge transaction and,
if so designated, what type of hedge transaction it is. The Company has
not determined the impact that adoption of SFAS No. 133 will have on
results of operations or its financial position.

The FASB's Emerging Issues Task Force (EITF) Issue 98-10, "Accounting
for Energy Trading and Risk Management Activities," which is effective
for fiscal years beginning after Dec. 15, 1998, addresses how to
account for purchases and sales of energy trading contracts. NW Natural
does not believe its purchase and sales activities meet the definition
of trading activities, and therefore EITF Issue 98-10 is not
applicable.

Segment Reporting
- -----------------

In June 1997, the FASB issued SFAS No. 131, "Disclosures About Segments
of an Enterprise and Related Information," which requires disclosures
of segment data based on how management makes decisions about
allocating resources to segments and measuring performance. The Company
principally operates in a single line of business consisting of the
distribution of natural gas. Other segments are primarily investments
in alternative energy projects in California and oil and gas
exploration properties in Canada.

The following table presents information about reportable segments for
1998, 1997 and 1996. Inter-segment transactions are insignificant.

(Thousands) Utility Other Total
----------- ------- ----- -----

1998
Net operating revenues $ 230,564 $12,701 $ 243,265
Income (loss) from operations 86,981 (7,359) 79,622
Depreciation expense (includes
Canor SFAS No.121
impairment charges) 43,767 12,055 55,822
SFAS No. 121 asset impairment
charges - (20,804) (20,804)
Net income (loss) 37,498 (10,197) 27,301
Assets 1,120,706 71,030 1,191,736

49

Northwest Natural Gas Company
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

(Thousands) Utility Other Total
----------- ------- ------ ------

1997
Net operating revenues $ 220,660 $ 9,868 $ 230,528
Income (loss) from operations 88,127 (49) 88,078
Depreciation expense 38,833 5,786 44,619
Net income 41,226 1,833 43,059
Assets 1,049,289 62,328 1,111,617

1996
Net operating income $ 228,348 $10,009 $ 238,357
Income (loss) from operations 95,157 (1,662) 93,495
Depreciation expense 35,779 7,268 43,047
SFAS No. 121 asset impairment
charges - (2,218) (2,218)
Net income 44,516 2,277 46,793
Assets 927,182 61,687 988,869

Income Taxes
- ------------

NW Natural uses the balance sheet method of accounting for deferred
income taxes. Deferred tax liabilities and assets reflect the expected
future tax consequences, based on enacted tax law, of temporary
differences between the tax basis of assets and liabilities and their
financial reporting amounts (see Note 7).

Consistent with rate and accounting instructions of regulatory
authorities, deferred income taxes are not currently collected for
those temporary income tax differences where the prescribed regulatory
accounting methods do not provide for current recovery in rates. NW
Natural has recorded a regulatory tax asset for amounts pending
recovery from customers in future rates. These amounts are primarily
differences between the book and tax basis of net utility plant in
service. This asset balance was $56.9 million at both Dec. 31, 1998 and
1997.

Investment tax credits on utility property additions and leveraged
leases which reduce income taxes payable are deferred for financial
statement purposes and are amortized over the life of the related
property or lease. Investment and energy tax credits generated by
non-regulated subsidiaries are amortized over a period of one to five
years.

Other Income (Expense)
- ----------------------

Other income (expense) consists of interest income; gain on sale of
assets, including non-recurring gains from the amalgamation of Canor
and Southlake in 1998 and the sale of Oregon Natural's gas storage
facilities to NW Natural in 1996; investment income (loss) of Financial
Corporation, including Financial Corporation's write-downs due to asset
impairments in 1998; and other miscellaneous income from merchandise
sales, rents, the aircraft lease and other items.

50

Northwest Natural Gas Company
Notes to Consolidated Financial Statements
- -------------------------------------------------------------------------------

Earnings Per Share
- ------------------

The Company adopted SFAS No. 128, "Earnings Per Share," effective for
the year ended Dec. 31, 1997. SFAS No. 128 requires disclosure of
basic and diluted earnings per share. 1996 was restated to reflect the
adoption of SFAS No. 128. Basic earnings per share are computed based
on the weighted average number of common shares outstanding each year.
Diluted earnings per share reflect the potential effects of the
conversion of any outstanding convertible debentures and the exercise
of outstanding stock options. Diluted earnings are calculated as
follows:

1998 1997 1996
----- ---- ----
Earnings applicable
to common stock $24,724 $40,413 $44,070
Debenture interest
less taxes 431 455 479
------- -------- ------
Net income available
for diluted common stock $25,155 $40,868 $44,549
======= ======= =======

Average common shares
outstanding 24,233 22,698 22,391
Stock options 41 32 27
Convertible debentures 489 518 545
------- -------- -------
Diluted average common
shares outstanding 24,763 23,248 22,963
====== ====== ======
Diluted earnings per
share of common stock $1.02 $1.76 $1.94
===== ===== =====

2. CONSOLIDATED SUBSIDIARY OPERATIONS:
- -------------------------------------------

At Dec. 31, 1998, the Company had two active subsidiaries, Financial
Corporation, a wholly owned subsidiary, and Canor, a majority-owned
subsidiary. Another wholly owned subsidiary, Oregon Natural, was
merged into NW Natural during 1996.

NNG Financial Corporation
- -------------------------

Financial Corporation provided short-term financing for Canor and has
several financial investments, including investments as a limited
partner in solar electric generating systems, windpower electric
generating projects, a hydroelectric facility and low-income housing
projects. It also holds interests in certain gas producing properties
in the western United States (see Note 9). During the fourth quarter of
1998, Financial Corporation recorded asset impairment charges resulting
from the application of an impairment model based on SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of," to limited partnership investments in solar
electric, wind-power electric and hydroelectric generation projects in
California. The pre-tax write-down of $16.0 million is included in
Other Income (Expense) in the Consolidated Statements of Income.

Canor Energy, Ltd.
- ------------------

Canor, an Alberta, Canada corporation, is engaged in natural gas and
oil exploration, development and production in Alberta and
Saskatchewan, Canada. Canor recorded asset write-downs of $4.2 million

51

Northwest Natural Gas Company
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

in 1998 for its oil and gas production properties. Approximately half
of the write-downs were due to impairment charges under SFAS No. 121
resulting from the impact of low oil prices on Canor's oil properties
in Canada. The additional write-downs were due to determinations that
some of Canor's oil and gas wells were no longer productive due to
water encroachment. All asset write-downs for Canor are included in
depreciation expense. Canor began operations in 1990 as a wholly owned
subsidiary of Oregon Natural. When Oregon Natural was merged into NW
Natural during 1996, Canor became a wholly owned subsidiary of NW
Natural. In 1998, Canor acquired all of the capital stock of Southlake
Energy, Inc. (Southlake), an indirect subsidiary of NIPSCO Industries,
Inc. (NI), in exchange for shares of common stock representing a 34
percent interest in Canor. The minority interest in Canor is held by NI
Canada ULC (NICULC). For financial reporting purposes, Canor's assets,
liabilities and earnings are consolidated in the Company's financial
statements, and NICULC's common stock interest is recorded as "Minority
Interest" in the Balance Sheet.

3. CAPITAL STOCK:
- -----------------------

Common Stock
- ------------

At Dec. 31, 1998, NW Natural had reserved 50,544 shares of common stock
for issuance under the Employee Stock Purchase Plan, 542,318 shares
under its Dividend Reinvestment and Stock Purchase Plan, 807,157 shares
under its 1985 Stock Option Plan (see Note 4), 549,658 shares for
future conversions of its 7-1/4 percent Convertible Debentures and
3,000,000 shares under the Shareholder Rights Plan.

Redeemable Preference Stock
- ---------------------------

The $6.95 Series of Preference Stock is not redeemable prior to Dec.
31, 2002, but is subject to mandatory redemption on that date.

Redeemable Preferred Stock
- --------------------------

The mandatory preferred stock redemption requirements aggregate $1.0
million in 1999 and $0.8 million in 2000, 2001, 2002 and 2003. These
requirements are non-cumulative. At any time NW Natural is in default
on any of its obligations to make the prescribed sinking fund payments,
it may not pay cash dividends on common stock or preference stock. Upon
involuntary liquidation, all series of redeemable preferred stock are
entitled to their stated value.

The remaining shares of the $4.68 Series of redeemable preferred stock
were redeemed on June 2, 1997.

The redeemable preferred stock is callable at stipulated prices, plus
accrued dividends. At Dec. 31, 1998, the redemption price for the $4.75
Series was $100 per share. Shares of the $7.125 Series are redeemable
on or after May 1, 1999 at a price of $104.275 per share decreasing
each year thereafter to $100 per share on or after May 1, 2008.

52

Northwest Natural Gas Company
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

The following table shows the changes in the number of shares of NW Natural's
capital stock and the premium on common stock for the years 1998, 1997 and 1996:

Premium
----------------- Shares ------------ on
Redeemable Redeemable Common
Common Preference Preferred Stock
Stock Stock Stock (Thousands)

Balance, December 31,
1995 22,243,251 250,000 148,404 $170,943
Sales to employees 15,043 - - 255
Sales to
stockholders 235,878 - - 4,834
Exercise of stock
options - net 5,400 - - (11)
Conversion of
convertible
debentures to
common 55,612 - - 956
Sinking fund
purchases - - (10,914) -
---------- ---------- -------- --------

Balance, December 31,
1996 22,555,184 250,000 137,490 176,977
Sales to
employees 27,525 - - 514
Sales to
stockholders 211,532 - - 4,561
Exercise of stock
options - net 43,216 - - 496
Conversion of
convertible
debentures to
common 26,871 - - 450
Sinking fund
purchases - - (13,205) -
---------- --------- -------- ---------

Balance, December 31,
1997 22,864,328 250,000 124,285 182,998
Sales to
the public 1,725,000 - - 40,789
Sales to
employees 17,637 - - 366
Sales to
stockholders 194,835 - - 4,644
Exercise of
stock
options - net 22,946 - - 377
Conversion of
convertible
debentures
to common 28,375 - - 475
Sinking fund
purchases - - (9,300) 1
---------- --------- -------- ----------

Balance, December 31,
1998 24,853,121 250,000 114,985 $ 229,650
=========== ========= ======== ==========
- ------------------------------------------------------------------------------

4. STOCK OPTION AND PURCHASE PLANS:
- -----------------------------------------

NW Natural's 1985 Stock Option Plan (Plan) authorizes an aggregate of
1,200,000 shares of common stock for issuance as incentive or
non-statutory stock options. These options may be granted only to
officers and key employees designated by a committee of NW Natural's
Board of Directors.

All options are granted at an option price not less than the market
value at the date of grant and may be exercised for a period not
exceeding 10 years from the date of grant. Option holders may exchange
shares they have owned for at least one year, at the current market
price, to purchase shares at the option price.

Since the Plan's inception in 1985, 769,173 shares of common stock have
been granted at prices ranging from $11.75 to $27.875 per share, and
options on 56,296 shares have expired. NW Natural applies Accounting
Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to

53

Northwest Natural Gas Company
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

Employees," and related interpretations in accounting for its
stock-based compensation plans. Accordingly, no compensation cost has
been recognized for either the Plan or the Employee Stock Purchase
Plan. If compensation cost for awards under NW Natural's two
stock-based compensation plans had been determined based on the fair
value at the grant dates using the method prescribed by SFAS No. 123,
"Accounting for Stock-Based Compensation," net income and earnings per
share would have been reduced to the pro forma amounts indicated below:

1998 1997 1996
---- ---- ----
Earnings applicable to common stock ($000):
- -------------------------------------------
As reported $24,724 $40,413 $44,070
Pro forma 24,518 40,302 43,480
Basic earnings per share
- ------------------------
As reported $1.02 $1.78 $1.97
Pro forma 1.01 1.78 1.94
Diluted earnings per share
- --------------------------
As reported $1.02 $1.76 $1.94
Pro forma 1.01 1.75 1.89

For purposes of determining the pro forma expense, the fair value of
each option is estimated on the grant date using the Black-Scholes
option pricing model with the following weighted-average assumptions
used for grants in 1998 and 1996, respectively: a dividend yield of 4.7
and 5.0 percent; expected volatility of 27 and 22 percent; risk-free
interest rates of 5 and 6 percent; and expected lives of seven years.

Information regarding the Plan is summarized as follows:

Options
-----------------------------------
1998 1997 1996
---- ---- ----

Outstanding, beginning of year 227,733 308,663 167,846

$16.59 Options:
Exchanged by holders (2,608) (20,598) (12,933)
Exercised (2,264) (10,432) (5,400)

$24.00 Options:
Exchanged by holders - (7,184) -
Exercised (8,082) (12,243) (8,250)
Expired - (4,773) -

$20.17 Options:
Exercised (247) (500) -

$20.92 Options:
Granted - - 170,400
Exchanged by holders (1,147) (5,159) -
Exercised (12,353) (20,041) -
Expired - - (3,000)

54

Northwest Natural Gas Company
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------
Options
-----------------------------------

1998 1997 1996
---- ---- ----
$27.875 Options:
Granted 116,000 - -
Expired (1,000) - -

$26.75 Options:
Granted 4,000 - -
------- ------- -------

Outstanding, end of year 320,032 227,733 308,663
======= ======= =======

Available for grant, end of year 487,125 606,125 601,352
======= ======= =======
----------------------------------------------------------------------

NW Natural's Employee Stock Purchase Plan allows employees to purchase
common stock at 92 percent of the average bid and ask market price on
the subscription date which is set annually. Each eligible employee may
purchase up to 900 shares through payroll deduction over a six to 12
month period.

5. LONG-TERM DEBT:
- ------------------

The issuance of first mortgage bonds, including secured medium-term
notes, under the Mortgage and Deed of Trust (Mortgage) is limited by
property, earnings and other provisions of the Mortgage. The Mortgage
constitutes a first mortgage lien on substantially all of NW Natural's
utility property.

The 7-1/4 percent Series of Convertible Debentures may be converted at
any time into 50-1/4 shares of common stock for each $1,000 face value
($19.90 per share).

The maturities for the five years ending Dec. 31, 2003, on the
long-term debt outstanding at Dec. 31, 1998 amount to: $10.0 million in
1999, 2000 and 2001, $30.0 million in 2002, and $20.0 million in 2003.

6. NOTES PAYABLE AND LINES OF CREDIT:
- -------------------------------------------

NW Natural has available through Sep. 30, 1999, committed lines of
credit with five commercial banks totaling $100 million, consisting of
a primary fixed amount of $50 million plus an excess amount of up to
$50 million available as needed. Financial Corporation has available
through Sep. 30, 1999, committed lines of credit with two commercial
banks totaling $20 million, consisting of a primary fixed amount of $15
million plus an excess amount of up to $5 million available as needed.
Financial Corporation's lines are supported by the guaranty of NW
Natural.

Under the terms of these lines of credit, which are used as backup
lines for commercial paper programs, NW Natural and Financial
Corporation pay commitment fees but are not required to maintain
compensating bank balances. The interest rates on borrowings under
these lines of credit are based on current market rates as negotiated.
There were no outstanding balances on these lines of credit as of Dec.
31, 1998 or 1997.

55

Northwest Natural Gas Company
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

NW Natural entered into an additional $18 million line of credit with
a commercial bank for the purpose of constructing a new headquarters
building for the Port of Portland on property owned by NW Natural.
This line of credit is available through Nov. 30, 1999 with
interest rates based on London Interbank Offer Rate (LIBOR) or
Interbank Offer Rate (IBOR). At Dec. 31, 1998, the outstanding balance
was $6 million.

Canor has a $30 million (Canadian) revolving credit facility available
for its normal business operations through a Canadian commercial bank.
The amount of the facility declines by $1.2 million per quarter,
beginning Apr. 1, 1999 and is subject to a re-setting annually either
upward or downward, based upon an analysis of Canor's gas and oil
reserves as of March 31 each year. Canor had $5.8 million (U.S.)
outstanding on this line of credit at Dec. 31, 1998.

NW Natural and Financial Corporation issue domestic commercial paper,
which is supported by the committed bank lines, under agency agreements
with a commercial bank. Additionally, Financial Corporation's
commercial paper is supported by the guaranty of NW Natural. The
amounts and average interest rates of commercial paper outstanding were
as follows at Dec. 31:
1998 1997
-------------------- -------------------

Thousands Amount Rate Amount Rate
----------------------------------------------------------------------

NW Natural $75,400 5.2% $82,634 5.9%
Financial Corporation - - 6,683 6.0%
------- -------
Total $75,400 $89,317
======= =======

7. INCOME TAXES:
- ----------------------

A reconciliation between income taxes calculated at the statutory
federal tax rate and the tax provision reflected in the financial
statements is as follows:

Thousands 1998 1997 1996
- ---------------------------------------------------------------------------

Computed income taxes based on
statutory federal income
tax rate of 35% $13,844 $22,457 $25,949

Increase (reduction) in taxes
resulting from:
Differences between book
and tax depreciation 310 221 1,313
Current state income tax,
net of federal tax benefit 1,976 1,944 3,235
Federal income tax credits (574) (360) (228)
Restoration of investment
and energy tax credits (700) (844) (849)
Removal costs (424) (544) (538)
Reversal of amounts provided
in prior years (361) (1,455) (1,900)
Unconsolidated foreign
subsidiary income (loss) 96 (13) 113
Gains on Company-owned life
insurance (504) (470) (324)
Gain on Canor amalgamation
not subject to tax (1,240) - -
Other - net (169) 170 576
--------- -------- --------

Total provision for income taxes $12,254 $21,106 $27,347
======= ======= =======

56

Northwest Natural Gas Company
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
The provision for income taxes consists of the following:

Thousands 1998 1997 1996
- --------------------------------------------------------------------------------

Income taxes currently payable:
Federal $12,787 $5,852 $17,634
State 1,790 (1,644) 2,912
Foreign 324 62 126
-------- ------- -------
Total 14,901 4,270 20,672
-------- ------ -------
Deferred taxes - net:
Federal (876) 13,032 5,451
State 1,386 4,635 1,889
Foreign (2,457) 13 184
-------- ------- --------
Total (1,947) 17,680 7,524
-------- ------ --------

Investment and energy tax
credits restored:
From utility operations (645) (800) (800)
From subsidiary operations (55) (44) (49)
-------- -------- ---------
Total (700) (844) (849)
-------- -------- ---------

Total provision for income taxes $12,254 $21,106 $27,347
------- ------- -------
Percentage of pretax income 31.0% 32.9% 36.9%
====== ====== ======
- --------------------------------------------------------------------------------

Deferred tax assets and liabilities are comprised of the following:

Thousands 1998 1997
- --------------------------------------------------------------------------------

Deferred tax liabilities:
Property, plant and equipment $112,495 $113,121
Regulatory asset 21,388 22,177
-------- --------
Total 133,883 135,298
-------- --------
Deferred tax assets:
Regulatory liability $(14,684) $(13,971)
Other deferred assets 8,257 9,316
Total (6,427) (4,655)
-------- --------

Net accumulated deferred income
tax liability $140,310 $139,953
======== ========

Deferred Canadian tax asset
(included in deferred debits) $ 2,247 $ -
======= ========
- ------------------------------------------------------------------------

8. PENSION AND OTHER POSTRETIREMENT BENEFITS:
- ---------------------------------------------------

The Company adopted disclosure rules required by SFAS No. 132,
"Employers' Disclosures about Pensions and Other Postretirement
Benefits," during 1998. SFAS No. 132 requires companies to provide
comparative disclosures for earlier periods unless the information is

57

Northwest Natural Gas Company
Notes to Consolidated Financial Statements
- -------------------------------------------------------------------------------

not readily available. Amounts relating to the Company's pension and
other postretirement benefit plans were available for 1997 but were not
available for 1996.

NW Natural has two qualified non-contributory defined benefit plans
covering all regular employees with more than one year of service, a
non-qualified supplemental pension plan for eligible executive officers
and other postretirement benefit plans for its employees. The following
tables provide a reconciliation of the changes in the plans' benefit
obligations and fair value of assets over the two-year period ended
Dec. 31, 1998 and a statement of the funded status as of Dec. 31, 1998
and 1997:

Pension Benefits
----------------

Thousands 1998 1997
--------- -------- --------

Change in benefit obligation:
Benefit obligation
at January 1 $127,879 $112,281
Service cost 3,430 2,858
Interest cost 9,282 8,424
Expected benefits paid (6,762) (6,041)
Plan amendments (2,948) 3,175
Net actuarial loss 11,738 7,182
-------- ---------
Benefit obligation
at December 31 142,619 127,879
------- -------
Change in plan assets:
Fair value of plan assets
at January 1 158,118 134,375
Actual return on plan assets 23,532 29,298
Employer contributions 666 529
Benefits paid (6,762) (6,084)
-------- ---------
Fair value of plan assets
at December 31 175,554 158,118
------- -------

Funded status:
Funded status at December 31 32,935 30,239
Unrecognized transition (asset)
obligation 1,072 1,027
Unrecognized prior service cost 5,601 10,054
Unrecognized net actuarial
(gain) or loss (40,936) (44,060)
------- -------
Net amount recognized $ (1,328) $ (2,740)
======= =======

Amounts recognized in the
statement of financial
position consist of:
Prepaid benefit cost $ 5,900 $ 3,271
Accrued benefit liability (8,902) (9,987)
Intangible asset 1,674 3,976
------ -------
Net amount recognized $(1,328) $(2,740)
======= =======

Other Benefits
---------------

Thousands 1998 1997
--------- -------- --------
Change in benefit obligation:
Benefit obligation
at January 1 $12,332 $10,863
Service cost 288 238
Interest cost 891 844
Expected benefits paid (578) (570)
Plan amendments - -
Net actuarial loss 2,784 957
--------- ---------
Benefit obligation
at December 31 15,717 12,332
--------- ---------

Change in plan assets:
Fair value of plan assets
at January 1 - -
Actual return on plan assets - -
Employer contributions 578 570
Benefits paid (578) (570)
--------- ---------
Fair value of plan assets
at December 31 - -
--------- ---------
Funded status:
Funded status at December 31 (15,717) (12,332)
Unrecognized transition (asset)
obligation 7,896 8,460
Unrecognized prior service cost - -
Unrecognized net actuarial
(gain) or loss 1,553 (1,230)
---------- ---------
Net amount recognized $(6,268) $(5,102)
========== =========
Amounts recognized in the
statement of financial
position consist of:
Prepaid benefit cost $ - $ -
Accrued benefit liability (6,268) (5,102)
Intangible asset - -
---------- --------
Net amount recognized $(6,268) $(5,102)
========== ========
- -------------------------------------------------------------------

The Company's non-qualified supplemental pension plan was the only
pension plan with an accumulated benefit obligation in excess of plan
assets. The plan's accumulated benefit obligation was $11,090,000 at
Dec. 31, 1998 and $13,511,000 at Dec. 31, 1997. There were no plan
assets in the non-qualified plan due to the nature of the plan, but the
Company funds its obligation with trust-owned life insurance. The
amount of the life insurance coverage is designed to provide sufficient
returns to recover all costs of the plan. The Company's plans for

58

Northwest Natural Gas Company
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

postretirement benefits other than pensions also have no plan assets.
The aggregate benefit obligation for those plans is $15,717,000 at Dec.
31, 1998 and $12,332,000 at Dec. 31, 1997.

The following tables provide the components of net periodic cost for
the plans for the years ended Dec. 31, 1998 and 1997 and the
assumptions used in the measurement of these costs and the Company's
benefit obligations:

Pension Benefits Other Benefits
---------------- --------------

Thousands 1998 1997 1998 1997
--------- ------- -------- ------ ------

Service cost $ 3,430 $ 2,858 $ 288 $ 238
Interest cost 9,282 8,424 890 845
Expected return
on plan assets (13,926) (10,915) - -
Amortization of
transition (asset)
obligation (45) (45) 564 564
Amortization of prior
service cost 1,481 865 - -
Recognized actuarial
(gain) loss (969) (676) 2 (87)
----- ----- ------- -------
Net periodic benefit $ (747) $ 511 $ 1,744 $ 1,560
cost ===== ======= ===== =====

Weighted average
assumptions as of
December 31:
Discount rate 6.75% 7.25% 6.75% 7.25%
Expected return on
plan assets 10.00% 9.00% n/a n/a
Rate of compensation
increase 4.50% 4.50% n/a n/a

The assumed health care cost trend used in measuring the accumulated
postretirement benefit obligation was 6.5 percent for the HMO plan and
9.0 percent for the indemnity plan during 1998. These rates were
assumed to decrease gradually each year to a rate of 4.0 percent for
2004 and remain at that level thereafter.

Assumed health care cost trend rates have a significant effect on the
amounts reported for the health care plans. A 1 percent change in
assumed health care cost trend rates would have the following effects:

1% Increase 1% Decrease
----------- -----------
Effect on the total service
and interest cost components
of net periodic postretirement
health care benefit cost $ 211,000 $ (175,000)

Effect on the health care component
of the accumulated postretirement
benefit obligation $1,906,000 $(1,581,000)

NW Natural also has a qualified defined benefit contribution plan under
Internal Revenue Code Section 401(k) and a non-qualified deferred
compensation plan for eligible employees. These plans are designed to
enhance the existing retirement program of employees and to assist them
in strengthening their financial security by providing an incentive to
save and invest regularly. NW Natural's contributions to these plans
were $1.1 million in both 1998 and 1997 and $1.0 million in 1996.

59

Northwest Natural Gas Company
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

9. PROPERTY AND INVESTMENTS:
- ----------------------------------

The following table sets forth the major classifications of NW
Natural's utility plant and accumulated provision for depreciation at
Dec. 31:

1998 1997
------------------------ ------------------------
Average Average
Depreciation Depreciation
Thousands Amount Rate Amount Rate
- --------------------------------------------------------------------------------

Transmission and
distribution $ 995,214 3.5% $ 938,760 3.5%
Storage 98,172 2.1% 66,827 2.6%
General 78,729 7.4% 76,518 7.1%
Intangible and other 49,628 8.6% 47,205 6.0%
----------- -----------
Utility plant
in service 1,221,743 3.9% 1,129,310 3.8%
Gas stored long-term 11,301 11,190
Work in progress 6,646 23,999
------------ -----------
Total utility
plant 1,239,690 1,164,499
Less accumulated
depreciation 404,117 366,607
----------- ----------

Utility plant-net $ 835,573 $ 797,892
========== ==========

The following table summarizes the Company's investments in
non-utility plant at Dec. 31:

Thousands 1998 1997
- --------------------------------------------------------------------------------
Canadian oil and gas
properties and other $74,503 $44,037
Port of Portland building 6,016 -
Dock, land and oil station 3,565 3,339
Other 4,966 5,046
--------- ---------
Total non-utility plant 89,050 52,422
Less accumulated depreciation 29,927 22,843
-------- --------
Non-utility plant-net $ 59,123 $29,579
======== =======
- --------------------------------------------------------------------------------

The following table summarizes the Company's investments in affiliated
entities accounted for under the equity and cost methods, and its
investment in a leveraged lease at Dec. 31:

Thousands 1998 1997
- --------------------------------------------------------------------------------

Electric generation $5,509 $23,060
Aircraft leveraged lease 8,439 8,932
Gas pipeline and other 1,950 2,156
--------- --------

Total investments and other $15,898 $34,148
======= =======
- --------------------------------------------------------------------------------

60

Northwest Natural Gas Company
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

Financial Corporation has ownership interests ranging from 4.0 to 5.3
percent in solar electric generation plants located near Barstow,
California. Power generated by these plants is sold to Southern
California Edison Company under long-term contracts.

Financial Corporation also has ownership interests ranging from 8.5 to
41 percent in U. S. Windpower Partners electric generation projects
located near Livermore and Palm Springs, California. The wind-generated
power is sold to Pacific Gas and Electric Company and Southern
California Edison Company under long-term contracts.

In 1987, Oregon Natural purchased a Boeing 737-300 aircraft which was
leased to Continental Airlines for 20 years under a leveraged lease
agreement. As part of Oregon Natural's merger with NW Natural in 1996,
the aircraft was transferred to NW Natural.

10. FAIR VALUE OF FINANCIAL INSTRUMENTS:
- ---------------------------------------------

The estimated fair values of NW Natural's financial instruments have
been determined using available market information and appropriate
valuation methodologies. The following is a list of financial
instruments whose carrying values are sensitive to market conditions:

December 31, 1998 December 31, 1997
------------------------ ---------------------

Carrying Estimated Carrying Estimated
Thousands Amount Fair Value Amount Fair Value
- -------------------------------------------------------------------------------

Redeemable preference stock $ 25,000 $ 25,250 $ 25,000 $ 25,250
Redeemable preferred stock $ 11,499 $ 11,520 $ 12,429 $ 12,411
Long-term debt including
amount due within one year $376,738 $436,224 $360,303 $389,536
- --------------------------------------------------------------------------------

Fair value of the redeemable preference stock and the redeemable
preferred stock was estimated using quoted market prices. Interest
rates that are currently available to the Company for issuance of debt
with similar terms and remaining maturities were used to estimate fair
value for debt issues.

The carrying amount of long-term notes receivable was stated at
estimated fair value at Dec. 31, 1998 and 1997.

11. USE OF FINANCIAL DERIVATIVES:
- --------------------------------------

In connection with its Canadian gas purchase commitments, NW Natural
uses foreign currency forward contracts to hedge against fluctuations
in currency values. The forward contracts have terms ranging up to 12
months. Such contracts are purchased in an amount up to 100 percent but
not less than 80 percent of estimated daily requirements for commodity
gas purchased in Canadian currency from gas suppliers in Canada. The
notional amount of these contracts at Dec. 31, 1998 and 1997, totaled
$7.9 million and $5.6 million, respectively, and, if settled on that
date, NW Natural would have realized a negligible gain in 1998 and a
negligible loss in 1997.

61

Northwest Natural Gas Company
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

As part of an overall strategy to maintain an acceptable level of
exposure to the risk of gas price fluctuation, NW Natural has developed
a targeted mix of fixed-rate and cap-protected natural gas commodity
contracts versus variable rate contracts. To efficiently manage this
mix, NW Natural utilizes natural gas commodity swap and cap agreements
to effectively convert the gas purchase commitments into an acceptable
fixed-rate and capped rate mix. NW Natural uses natural gas commodity
swap agreements to convert certain long-term gas purchase contracts
from floating prices to fixed prices. Under the commodity swap
agreements, NW Natural receives or makes payments based on the
differential between a specified price and the actual price of natural
gas as measured by price indices relating to the market area where it
purchases the gas. The swap agreements have terms ranging up to 12
months. At Dec. 31, 1998 and 1997, the Company had cap and swap
agreements with broker-dealers to cover notional quantities of 136,741
and 131,635 MMBtu per day of gas, respectively. Under the swap
agreements in effect at Dec. 31, 1998 and 1997, the Company paid fixed
prices averaging $1.898 and $1.687 per MMBtu, respectively. In return,
it received a price that varied from month to month with market
conditions. The notional amounts of the swap agreements at Dec. 31,
1998 and 1997 were $48.7 million and $23.0 million, respectively, and,
if settled on those dates, NW Natural would have realized a gain of
$0.6 million and a loss of $4.4 million, respectively. (See Note 1 for
a summary of accounting for gains and losses.)

Canor also manages its commodity price risk through the use of gas and
oil commodity swaps and collars. At Dec. 31, 1998, the notional amount
of these contracts was $1.4 million and, if settled on that date, Canor
would have realized a negligible gain. At Dec. 31, 1997, Canor had no
outstanding commodity swap or collar contracts.

12. COMMITMENTS AND CONTINGENCIES:
- ---------------------------------------

Lease Commitments
-----------------

Future lease commitments are: $4.8 million in 1999; $5.1 million in
2000; $4.5 million in 2001; $4.0 million in 2002; and $2.6 million in
2003. Thereafter, total commitments amount to $7.7 million. These
commitments principally relate to the lease of the Company's office
headquarters, underground gas storage facilities, vehicles and computer
systems.

Total rental expense for 1998, 1997 and 1996 was $ 6.0 million, $6.4
million and $5.4 million, respectively.

Purchase Commitments
--------------------

NW Natural has signed agreements providing for the availability of firm
pipeline capacity under which it must make fixed monthly payments for
contracted capacity. The pricing component of the monthly payment is
established, subject to change, by U.S. or Canadian regulatory bodies.
In addition, NW Natural has entered into long-term agreements to
release firm pipeline capacity. The aggregate amounts of these
agreements were as follows at Dec. 31, 1998:

62

Northwest Natural Gas Company
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

Capacity Capacity
Purchase Release
Thousands Agreements Agreements
- --------------------------------------------------------------------------------

1999 $ 77,750 $ 3,779
2000 77,750 3,779
2001 77,088 3,779
2002 74,253 3,779
2003 70,231 3,779
2004 through 2023 409,270 25,827
--------- ------
Total 786,342 44,722
Less: Amount representing interest 201,528 10,376
-------- -------

Total at present value $584,814 $34,346
======== =======
- --------------------------------------------------------------------------------

NW Natural's total payments of fixed charges under capacity purchase
agreements in 1998, 1997 and 1996 were $76.2 million, $76.7 million,
and $73.4 million, respectively. Included in the amounts for 1998, 1997
and 1996 were reductions for capacity release sales totaling $3.9
million, $4.2 million and $4.2 million, respectively. In addition, NW
Natural is required to pay per-unit charges based on the actual
quantities shipped under the agreements. In certain of NW Natural's
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
---------------------

NW Natural owns property in Linnton, Oregon, that is the site of a
former gas manufacturing plant that was closed in 1956. In 1993,
pursuant to Oregon Department of Environmental Quality (ODEQ)
procedures, NW Natural submitted a notice of intent to participate in
the ODEQ's Voluntary Cleanup Program and, in 1994, the site was listed
on ODEQ's Confirmed Release List and Inventory. During 1995, initial
tests revealed environmental contamination, but the extent or the
estimated cost of remediation cannot yet be determined.

During 1998, the ODEQ and the U.S. Environmental Protection Agency
(EPA) completed a study of sediments in a 5.5 mile segment of the
Willamette River that includes the area adjacent to the site.
Remediation of the site may be affected by the sediments management
plan now being developed in response to the ODEQ/EPA sediments study.

Since 1993, NW Natural has recorded an expense of $2.0 million for the
estimated costs of consultants' fees, ODEQ oversight cost
reimbursements, and the voluntary investigation, plus an estimate for
costs of the continuing investigation. NW Natural expects that its
costs of investigation and any remediation for which it may be
responsible should be recoverable, in large part, from insurance. In
the event these costs are not recovered from insurance, NW Natural will
seek recovery through future rates.

63

Northwest Natural Gas Company
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------

In 1996, the Eugene Water and Electric Board (EWEB) asked NW Natural to
participate in an investigation and potential remediation of a 1.5 acre
site of a former manufactured gas plant in Eugene, Oregon. NW Natural
purchased the property in 1958, after the plant had been converted to a
liquid propane gas plant. It used the propane plant until 1960 when the
system was converted to natural gas, and continued to use the site as a
service center until 1976 when it was sold. Although NW Natural never
operated the manufactured gas plant, EWEB has contended that NW
Natural's activities on the site may have exacerbated prior
contamination. To date, NW Natural has not agreed to participate in an
investigation of the site and has not obtained sufficient information
to determine the extent of its responsibility, if any, for remediation
of the site.

Litigation
----------

In July 1995, a jury in an Oregon state court returned a verdict
against NW Natural in the case of Northwest Natural Gas Company v.
Chase Gardens, Inc. (Lane County Circuit Court Case No. 16-91-01370).
The Oregon Court of Appeals (Oregon Court of Appeals Case No. CA
A90481) affirmed the trial court decision in February 1997. NW Natural
filed a petition for review of the Court of Appeals' decision by the
Oregon Supreme Court. In August 1997, the Oregon Supreme Court agreed
to hear the case on appeal and is expected to render a final ruling
during 1999. NW Natural recorded a charge of $5.6 million in the fourth
quarter of 1996, equivalent to 15 cents per share, as a reserve against
payment of the judgment, related costs and post-judgment interest.

The Company is party to certain other legal actions in which claimants
seek material amounts. Although it is impossible to predict the outcome
with certainty, based upon the opinions of legal counsel, management
does not expect disposition of these matters to have a materially
adverse effect on the Company's financial position, results of
operations or cash flows.

64

NORTHWEST NATURAL GAS COMPANY
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
- ----------------------------------------------------------------------------

Quarter Ended
Dollars --------------------------------------
(Thousands Except Per Share Amounts) Mar. 31 June 30 Sept. 30 Dec. 31
- -------------------------------------------------------------------------------

1998
Operating revenues 135,697 83,654 53,810 143,528
Net operating revenues 78,307 50,003 34,460 80,495
Net income 23,186 4,093 (5,920) 5,942
Basic earnings (loss) per share 0.98 0.14 (0.26) 0.21**
Diluted earnings(loss) per share 0.97 0.14 (0.26) 0.21**

1997
Operating revenues 134,237 65,688 46,068 115,134
Net operating revenues 83,806 43,299 31,897 71,526
Net income 24,753 2,360 (2,448) 18,394
Basic earnings (loss) per share 1.07 0.07 (0.14) 0.78
Diluted earnings(loss) per share 1.04 0.07 (0.14) 0.76

- -------------------------------------------------------------------------------

Dollars
(Thousands Except Per Share Amounts) Total
- -------------------------------------------------------------------

1998
Operating revenues 416,689
Net operating revenues 243,265
Net income 27,301
Basic earnings (loss) per share 1.02*
Diluted earnings (loss) per share 1.02*

1997
Operating revenues 361,127
Net operating revenues 230,528
Net income 43,059
Basic earnings (loss) per share 1.78*
Diluted earnings (loss) per share 1.76*

* Quarterly earnings per share are based upon the average number of common
shares outstanding during each quarter. Because the average number of shares
outstanding has increased in each quarter shown, the sum of quarterly earnings
does not equal earnings per share for the year. Variations in earnings between
quarterly periods are due primarily to the seasonal nature of the Company's
business.

** Results for the fourth quarter of 1998 include a charge equivalent to 49
cents per share resulting from asset write-down charges by subsidiaries.

65

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

(Item 10. Directors and Executive Officers of the Registrant; Item 11.
Executive Compensation; Item 12. Security Ownership of Certain
Beneficial Owners and Management; and Item 13. Certain Relationships
and Related Transactions.)

Information called for by Part III (Items 10., 11., 12. and
13.) is incorporated herein by reference to portions of the Company's
definitive proxy statement. See the Additional Item included in Part I for
information concerning executive officers of the Company.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report:

1. A list of all Financial Statements is incorporated by
reference to Item 8.

2. List of Exhibits filed:

*(3a.) Restated Articles of Incorporation, as filed and effective
June 24, 1988 and amended December 8, 1992, December 1,
1993 and May 27, 1994 (incorporated herein by
reference to Exhibit (3a.) to Form 10-K for 1994, File
No. 0-994).

*(3b.) Bylaws as amended May 28, 1998.

*(4a.) Copy of Mortgage and Deed of Trust, dated as of July 1,
1946, to Bankers Trust and R. G. Page (to whom Stanley
Burg is now successor), Trustees (incorporated
herein by reference to Exhibit 7(j) in File No. 2-6494);
and copies of Supplemental Indentures Nos. 1 through 14
to the Mortgage and Deed of Trust, dated respectively,
as of June 1, 1949, March 1, 1954, April 1, 1956,
February 1, 1959, July 1, 1961, January 1, 1964,
March 1, 1966, December 1, 1969, April 1, 1971,
January 1, 1975, December 1, 1975, July 1, 1981,
June 1, 1985 and November 1, 1985 (incorporated herein
by reference to Exhibit 4(d) in File No. 33-1929);
Supplemental Indenture No. 15 to the Mortgage and Deed of
Trust, dated as of July 1, 1986 (filed as Exhibit (4)(c) in
File No. 33-24168); Supplemental Indentures Nos. 16, 17
and 18 to the Mortgage and Deed of Trust, dated,
respectively, as of November 1, 1988, October 1,
1989 and July 1, 1990 (incorporated herein by reference to
Exhibit (4)(c) in File No. 33-40482); Supplemental
Indenture No. 19 to the Mortgage

66

and Deed of Trust, dated as of June 1, 1991 (incorporated
herein by reference to Exhibit 4(c) in File No. 33-64014);
and Supplemental Indenture 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).

*(4d.) Copy of Indenture, dated as of June 1, 1991, between the
Company and Bankers Trust Company, Trustee, relating to the
Company's Unsecured Medium-Term Notes (incorporated herein
by reference to Exhibit 4(e) in File No. 33-64014).

*(4e.) Officers' Certificate dated June 12, 1991 creating Series
A of the Company's Unsecured Medium-Term Notes
(incorporated herein by reference to Exhibit (4e.) to Form
10-K for 1993, File No. 0-994).

*(4f.) Officers' Certificate dated June 18, 1993 creating Series B
of the Company's Unsecured Medium-Term Notes (incorporated
herein by reference to Exhibit (4f.) to Form 10-K for 1993,
File No. 0-994).

(4f.(1)) Officers' Certificate dated January 15, 1999 relating to
Series B of the Company's Unsecured Medium-Term Notes and
supplementing the Officers'Certificate dated June 18, 1993.

*(4g.) Rights Agreement, dated as of February 27, 1996, between
the Company and Boatmen's Trust Company (ChaseMellon
Shareholder Services, successor), which includes as Exhibit
A thereto the form of a Right Certificate and as Exhibit B
thereto the Summary of Rights to Purchase Common Shares
(incorporated herein by reference to Exhibit 1 to Form 8-A,
dated February 27, 1996, File No. 0-994).

*(10j.) Transportation Agreement, dated June 29, 1990, between
the Company and Northwest Pipeline Corporation
(incorporated herein by reference to Exhibit (10j.) to Form
10-K for 1993, File No. 0-994).

*(10j.(1)) Replacement Firm Transportation Agreement, dated July
31, 1991, between the Company and Northwest Pipeline
Corporation (incorporated herein by reference to Exhibit
(10j.(2)) to Form 10-K for 1992, File No. 0-994).

*(10j.(2)) Firm Transportation Service Agreement, dated November
10, 1993, between the Company and Pacific Gas Transmission
Company (incorporated herein by reference to Exhibit
(10j.(2)) to Form 10-K for 1993, File No. 0-994).

*(10j.(3)) Service Agreement, dated June 17, 1993, between North-
west Pipeline Corporation and the Company (incorporated
herein by reference to Exhibit (10j.(3)) to Form 10-K for
1994, File No. 0-994).

67

*(10j.(4)) Firm Transportation Service Agreement, dated October
22, 1993, between Pacific Gas Transmission Company and the
Company (incorporated herein by reference to Exhibit
(10j.(4))to Form 10-K for 1994, File No. 0-994).

*(10j.(5)) Firm Transportation Service Agreement, dated June 22, 1994,
between Pacific Gas Transmission Company and the Company
(incorporated herein by reference to Exhibit (10j.(5)) to
Form 10-K for 1995, File No. 0-994).

*(10j.(6)) Firm Transportation and Supply Agreement, dated
May 9, 1997, between PanEnergy Trading and Market Services,
LLC, Inland Pacific Energy Services Corp., and the Company
(incorporated herein by reference to Exhibit (10j.(6)) to
Form 10-K for 1997, File No. 0-994).

(11) Statement re computation of per share earnings.

(12) Statement re computation of ratios.

(23a.) Consent of Deloitte & Touche LLP.

(23b.) Consent of PricewaterhouseCoopers LLP.

(27) Financial Data Schedule.

Executive Compensation Plans and Arrangements:
----------------------------------------------

*(10b.) Executive Supplemental Retirement Income Plan, 1995
Restatement (incorporated herein by reference to Exhibit
(10b.) to Form 10-K for 1994, File No. 0-994).

*(10b.-1) 1995 Amendment to Executive Supplemental Retirement
Income Plan (1995 Restatement) (incorporated herein by
reference to Exhibit (10b.-1) to Form 10-K for 1995, File
No. 0-994).

*(10b.-2) Amendment 1998-1 to the Executive Supplemental
Retirement Income Plan (1995 Restatement) (incorporated
herein by reference to Exhibit 10(a) to Form 10-Q for the
quarter ended September 30, 1998, File No. 0-994).

*(10b.-3) ESRIP Change in Control Amendment to the Executive
Supplemental Retirement Income Plan (1995 Restatement)
(incorporated herein by reference to Exhibit 10(b) to Form
10-Q for the quarter ended September 30, 1998, File No.
0-994).

*(10c) 1985 Stock Option Plan, as amended effective May 25, 1995
(incorporated herein by reference to Exhibit (10c.) to Form
10-K for 1995, File No. 0-994).

*(10e.) Executive Deferred Compensation Plan, 1990 Restatement,
effective January 1, 1990 (incorporated herein by reference
to Exhibit (10e.) to Form 10-K for 1990, File No. 0-994).

68

*(10e.-1) Amendment No. 1 to Executive Deferred Compensation Plan
(incorporated herein by reference to Exhibit (10e.-1) to
Form 10-K for 1991, File No. 0-994).

*(10e.-2) Amendment No. 2 to Executive Deferred Compensation Plan
(incorporated herein by reference to Exhibit (10e.-2) to
Form 10-K for 1994, File No. 0-994).

*(10e.-3) Amendment No. 3 to Executive Deferred Compensation Plan
(incorporated herein by reference to Exhibit (10e.-3) to
Form 10-K for 1997, File No. 0-994).

*(10e.-4) Amendment No. 4 to Executive Deferred Compensation
Plan, effective September 24, 1998 (incorporated herein by
reference to Exhibit 10(c) to Form 10-Q for the quarter
ended September 30, 1998, File No. 0-994).

*(10f.) Directors Deferred Compensation Plan, effective June 1,
1981, restated as of December 1, 1997 (incorporated herein
by reference to Exhibit (10f.) to Form 10-K for 1997, File
No. 0-994).

*(10f.-1) Amendment No. 1 to Directors Deferred Compensation Plan
(December 1, 1997 Restatement) (incorporated herein by
reference to Exhibit 10(d) to Form 10-Q for the quarter
ended September 30, 1998, File No. 0-994).

*(10g.) Form of Indemnity Agreement as entered into between the
Company and each director and executive officer
(incorporated herein by reference to Exhibit (10g.) to Form
10-K for 1988, File No. 0-994).

*(10i.) Non-Employee Directors Stock Compensation Plan, as
amended effective January 1, 1998 (incorporated herein by
reference to Exhibit (10i.) to Form 10-K for 1997, File No.
0-994).

*(10k.) Executive Annual Incentive Plan, effective March 1, 1990,
as amended effective January 1, 1992 and January 1, 1996
(incorporated herein by reference to Exhibit (10k.) to
Form 10-K for 1995, File No. 0-994).

*(10n.) Employment agreement dated November 2, 1995, as amended
February 27, 1996, between the Company and an executive
officer (incorporated herein by reference to Exhibit (10n.)
to Form 10-K for 1995, File No. 0-994).

*(10n.-1) Amendment dated December 18, 1997 to employment
agreement dated November 2, 1995, as previously amended
February 27, 1996, between the Company and an executive
officer (incorporated herein by reference to Exhibit
(10n.-1) to Form 10-K for 1997, File No. 0-994).

69

*(10n.-2) Amendment dated September 24, 1998 to employment
agreement dated November 2, 1995, as previously amended,
between the Company and an executive officer (incorporated
herein by reference to Exhibit 10(e) to Form 10-Q for the
quarter ended September 30, 1998, File No. 0-994).

*(10o.) Form of amended and restated executive change in control
severance agreement as entered into between the Company and
each executive officer (incorporated herein by reference to
Exhibit 10(f) to Form 10-Q for the quarter ended September
30, 1998, File No. 0-994).

*(10p.) Employment Agreement dated July 2, 1997, between the
Company and an executive officer (incorporated herein by
reference to Exhibit 10(a) for Form 10-Q for the quarter
ended September 30, 1997, File No. 0-994).

*(10p.-1) Amendment dated December 18, 1997 to employment
agreement dated July 2, 1997, between the Company and an
executive officer (incorporated herein by reference to
Exhibit (10p.-1) to Form 10-K for 1997, File No. 0-994).

*(10p.-2) Amendment dated September 24, 1998 to employment
agreement dated July 2, 1997, as previously amended,
between the Company and an executive officer
(incorporated by reference to Exhibit 10(g) to Form 10-Q
for the quarter ended September 30, 1998, File No. 0-994).

(10q.) Employment agreement dated October 19, 1998, between the
Company and an executive officer.

The Company agrees to furnish the Commission, upon request, a
copy of certain instruments defining rights of holders of
long-term debt of the Company or its consolidated subsidiaries
which authorize securities thereunder in amounts which do not
exceed 10% of the total assets of the Company.

b) Reports on Form 8-K.

On December 23, 1998, the Company filed a Current Report on
Form 8-K relating to projected year-end impairment charges.

- --------------------------------------------

*Incorporated herein by reference as indicated

70

SIGNATURES

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

Date: March 29, 1999 By: /s/ Richard G. Reiten
--------------------------------
Richard G. Reiten, President
and Chief Executive Officer

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/ Richard G. Reiten Principal Executive
- ---------------------------------- Officer and Director March 29, 1999
Richard G. Reiten, President
and Chief Executive Officer

/s/ Bruce R. DeBolt Principal Financial
- ---------------------------------- Officer March 29, 1999
Bruce R. DeBolt
Senior Vice President, Finance,
and Chief Financial Officer

/s/ Stephen P. Feltz Principal Accounting
- ---------------------------------- Officer March 29, 1999
Stephen P. Feltz
Treasurer and Controller

/s/ Mary Arnstad Director )
- ---------------------------------- )
Mary Arnstad )
)
/s/ Thomas E. Dewey, Jr. Director )
- ---------------------------------- )
Thomas E. Dewey, Jr. )
)
/s/ Tod R. Hamachek Director )
- ---------------------------------- )
Tod R. Hamachek )
)
/s/ Richard B. Keller Director )
- ---------------------------------- )
Richard B. Keller )
)
/s/ Wayne D. Kuni Director )
- ---------------------------------- )
Wayne D. Kuni )
) March 29, 1999
/s/ Randall C. Pape Director )
- ---------------------------------- )
Randall C. Pape )
)
/s/ Robert L. Ridgley Director )
- ---------------------------------- )
Robert L. Ridgley )
)
/s/ Dwight A. Sangrey Director )
- ---------------------------------- )
Dwight A. Sangrey )
)
/s/ Melody C. Teppola Director )
- ---------------------------------- )
Melody C. Teppola )
)
/s/ Russell F. Tromley Director )
- ---------------------------------- )
Russell F. Tromley )
)
/s/ Benjamin R. Whiteley Director )
- ---------------------------------- )
Benjamin R. Whiteley )

71

NORTHWEST NATURAL GAS COMPANY
-----------------------------

EXHIBIT INDEX
-------------
To
Annual Report on Form 10-K
For Fiscal Year Ended
December 31, 1998

Exhibit
Document Number
-------- -------

* Restated Articles of Incorporation, as filed (3a.)
June 24, 1988 and amended December 8, 1992,
December 1, 1993 and May 27, 1994

* Bylaws as amended May 28, 1998 (3b.)

* Mortgage and Deed of Trust, dated as of July 1, (4a.)
1946, as supplemented by Supplemental Indenture
Nos. 1 through 20

* Indenture, dated as of June 1, 1991, between (4d.)
the Company and Bankers Trust Company

* Officers' Certificate, dated June 12, 1991, (4e.)
creating Unsecured Medium-Term Notes Series A

* Officers' Certificate, dated June 18, 1993, (4f.)
creating Unsecured Medium-Term Notes Series B

Officers' Certificate, dated January 15, 1999, relating (4f.(1))
to Series B of the Company's Unsecured Medium-Term
Notes and supplementing the Officers' Certificate dated
June 18, 1993

* Rights Agreement, dated as of February 27, 1996, (4g.)
between the Company and Boatmen's Trust Company
(ChaseMellon Shareholder Services, successor)

* Transportation Agreement, dated June 29, 1990, (10j.)
between the Company and Northwest Pipeline
Corporation

* Replacement Firm Transportation Agreement, (10j.(1))
dated July 31, 1991, between the Company and
Northwest Pipeline Corporation

* Firm Transportation Service Agreement, dated (10j.(2))
November 10, 1993, between the Company and
Pacific Gas Transmission Company

* Service Agreement, dated June 17, 1993, between (10j.(3))
Northwest Pipeline Corporation and the Company

* Firm Transportation Service Agreement, dated (10j.(4))
October 22, 1993, between Pacific Gas
Transmission Company and the Company

* Firm Transportation Service Agreement, dated (10j.(5))
June 22, 1994, between Pacific Gas Transmission
Company and the Company

* Firm Transportation and Supply Agreement, (10j.(6))
dated May 9, 1997, between PanEnergy Trading
and Market Services, Inland Pacific Energy Services
Corp., and the Company

Statement re computation of per share earnings (11)

Statement re computation of ratios (12)

Consent of Deloitte & Touche LLP (23a.)

Consent of PricewaterhouseCoopers LLP (23b.)

Financial Data Schedule (27)

Executive Compensation Plans and Arrangements
----------------------------------------------

* Executive Supplemental Retirement Income (10b.)
Plan, 1995 Restatement

* 1995 Amendment to Executive Supplemental (10b.-1)
Retirement Income Plan (1995 Restatement)

* Amendment 1998-1 to the Executive (10b.-2)
Supplemental Retirement Income Plan
(1995 Restatement)

* ESRIP Change in Control Amendment to the (10b.-3)
Executive Supplemental Retirement Income
Plan (1995 Restatement)

* 1985 Stock Option Plan, as amended effective (10c.)
May 25, 1995

* Executive Deferred Compensation Plan, 1990 (10e.)
Restatement, effective January 1, 1990

* Amendment No. 1 to Executive Deferred (10e.-1)
Compensation Plan

* Amendment No. 2 to Executive Deferred (10e.-2)
Compensation Plan

* Amendment No. 3 to Executive Deferred (10e.-3)
Compensation Plan

* Amendment No. 4 to Executive Deferred (10e.-4)
Compensation Plan

* Directors Deferred Compensation Plan, (10f.)
effective June 1, 1981, restated as of
December 1, 1997

* Amendment No. 1 to Directors Deferred (10f.-1)
Compensation Plan (December 1, 1997
Restatement)

* Form of Indemnity Agreement entered into (10g.)
between the Company and each director and
executive officer

* Non-Employee Directors Stock Compensation (10i.)
Plan, as amended effective January 1, 1998

* Executive Annual Incentive Plan, effective (10k.)
March 1, 1990, as amended effective
January 1, 1992 and January 1, 1996

* Employment agreement dated November 2, 1995, (10n.)
as amended February 27, 1996, between the
Company and an executive officer

* Amendment dated December 18, 1997 to (10n.-1)
employment agreement dated November 2, 1995,
between the Company and an executive officer

* Amendment dated September 24, 1998 to (10n.-2)
employment agreement dated November 2, 1995,
as previously amended, between the Company and
an executive officer

* Form of amended and restated executive change (10o.)
in control severance agreement as entered into
between the Company and each executive officer

* Employment agreement dated July 2, 1997 (10p.)
between the Company and an executive officer

* Amendment dated December 18, 1997 to (10p.-1)
employment agreement dated July 2, 1997,
between the Company and an executive officer

* Amendment dated September 24, 1998 to (10p.-2)
employment agreement dated July 2, 1997, as
previously amended, between the Company and
an executive officer

Employment agreement dated October 19, 1998, (10q.)
between the Company and an executive officer

- ------------------------------------

* Incorporated by reference