UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

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

September 1024, 2018

Date of Report (Date of earliest event reported)

NORTHWEST NATURAL GAS COMPANY

(Exact name of registrant as specified in its charter)

Commission File No. 1-15973



	Oregon		93-0256722
	(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

(Address of principal executive offices) (Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
	Emerging growth company	o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.		o

Item 28.~~03.~~01 ~~Creation~~Other ~~of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Events.

OnAs ~~September~~previously ~~10,~~disclosed in our periodic reports and as approved by our shareholders at the 2018, Annual Meeting of Shareholders of Northwest Natural Gas Company (NW Natural), ~~issued~~we ~~and~~are ~~sold~~in ~~$50,000,000~~the ~~aggregate~~process ~~principal~~of ~~amount~~restructuring ofNW ~~its~~Natural ~~First~~into ~~Mortgage~~a ~~Bonds,~~holding 4company structure.~~11%~~ ~~Series~~Following ~~due~~the ~~2048,~~completion inof ~~reliance~~the onholding ancompany ~~exemption~~restructuring, ~~from~~our ~~registration~~new ~~under~~parent ~~Section~~company, 4Northwest Natural Holding Company (aNW Holdings)~~(2)~~ ofand ~~the~~NW ~~Securities~~Natural ~~Act~~intend ofto ~~1933,~~file asa ~~amended.~~registration ~~The~~statement ~~bonds~~on ~~bear~~Form ~~interest~~S-3 atand ~~the~~post-effective ~~rate~~amendments ofto ~~4.11~~registration ~~percent,~~statements ~~payable~~on ~~semi~~Form S-~~annual~~8 on(Registration ~~February~~Statements) 1with the Securities and ~~August~~Exchange 1Commission of(SEC) ~~each~~with ~~year,~~respect ~~commencing~~to ~~February~~offerings 1,from ~~2019,~~time ~~and~~to ~~mature~~time onof ~~September~~NW ~~10,~~Holdings ~~2048~~and NW Natural securities.

~~Forward~~This Current Report on Form 8-~~Looking~~K (Form 8-K) includes certain financial information and updated disclosures with respect to NW Natural as set forth below so that, among other purposes, such financial information and updated disclosures will be incorporated by reference into the Registration Statements.

~~This~~As ~~report~~reported in NW Natural’s Quarterly Report on Form 10-Q for the quarter ended June 30, ~~and~~2018 ~~other~~as ~~presentations~~filed ~~made~~with bythe NWSEC ~~Natural~~on ~~from~~August ~~time~~8, to2018 ~~time~~(Second Quarter Form 10-Q), ~~may~~during ~~contain~~the second quarter of 2018, NW Natural moved forward with its long-~~looking~~term ~~statements~~strategic ~~within~~plans, ~~the~~which ~~meaning~~include ofa shift away from the Umerchant gas storage business.S. ~~Private~~In ~~Securities~~June ~~Litigation~~2018, ~~Reform~~NW ~~Act~~Natural ofGas ~~1995.~~Storage, ~~Forward~~LLC a wholly-~~looking~~owned ~~statements~~subsidiary ~~can~~of beNW ~~identified~~Natural byat ~~words~~the ~~such~~time asand ~~“anticipates~~currently,” ~~"assumes,"~~(upon ~~“intends,”~~completion ~~“plans,”~~of ~~“seeks,”~~the ~~“believes,”~~holding ~~“estimates~~company restructuring it will become a wholly-owned subsidiary of NW Holdings),” ~~“expects”~~entered into a Purchase and ~~similar~~Sale ~~references~~Agreement tothat ~~future~~provides ~~periods.~~for ~~Examples~~the sale of ~~forward~~all of the membership interests in its wholly-~~looking~~owned ~~statements~~subsidiary, ~~include~~Gill Ranch Storage, ~~but~~LLC ~~are~~(Gill ~~not~~Ranch), ~~limited~~subject to, ~~statements~~various ~~regarding~~regulatory approvals and closing conditions. NW Natural concluded that the ~~following:~~pending ~~plans,~~sale ~~objectives,~~of ~~goals,~~Gill ~~strategies,~~Ranch ~~assumptions,~~qualifies ~~estimates,~~these ~~expectations,~~assets ~~future~~and ~~events~~liabilities as held for sale and ~~timing~~discontinued ~~thereof,~~operations. ~~investments~~As such, ~~financial~~for ~~positions~~all periods presented in the Second Quarter Form 10-Q, ~~financial~~the results, ~~targeted~~of ~~capital~~Gill ~~structure,~~Ranch ~~revenues~~were presented as a discontinued operation on the consolidated statements of comprehensive income and ~~earnings~~cash flows, and the ~~timing~~assets ~~thereof~~and liabilities associated with Gill Ranch were classified as discontinued operations on the consolidated balance sheets. Additionally, ~~operating~~NW Natural reevaluated its reportable segments and ~~maintenance~~concluded ~~expense,~~that ~~timing,~~the ~~outcomes~~unregulated orgas ~~effects~~storage ofactivities ~~future~~no ~~regulatory~~longer ~~proceedings~~meet orthe ~~future~~requirements ~~regulatory~~to ~~approvals~~be ~~and~~separately ~~rate~~reported ~~cases,~~as ~~effects~~a segment. The non-utility portion of ~~changes~~the inMist ~~laws~~gas orstorage ~~regulations~~facility is now reported as other, and ~~other~~all ~~statements~~prior ~~that~~periods ~~are~~in ~~other~~the ~~than~~Second ~~statements~~Quarter Form 10-Q reflected this change. These reclassifications had no effect on prior year's consolidated results of ~~historical~~operations, ~~facts~~financial condition, or cash flows.

~~Forward-looking~~This ~~statements~~Form ~~are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward~~8-~~looking~~K ~~statements~~updates ~~relate to~~ the ~~future,~~following ~~they~~items ~~are subject to inherent uncertainties, risks and changes~~ in ~~circumstances~~NW ~~that~~Natural’s ~~are~~Annual ~~difficult~~Report ~~to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore against relying~~ on ~~any~~Form ~~of these forward~~10-~~looking~~K ~~statements.~~for They are neither statements of historical fact nor guarantees or assurances of future operational, economic or financial performance. Important factors that could cause actual results to differ materially from those in the ~~forward-looking~~year ~~statements~~ended ~~are~~December ~~discussed by reference to the factors described in Part I~~31, ~~Item 1A “Risk Factors”~~2017, ~~and~~as ~~Part~~filed ~~II,~~with ~~Item 7 and Item 7A “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosure about Market Risk” in~~ the ~~Company's~~SEC ~~most~~on ~~recent~~February ~~Annual~~23, ~~Report~~2018 on(2017 ~~Form~~ 10-K) ~~and~~ in ~~Part~~Exhibit I,99.1 ~~Items~~to 2this ~~and~~Form 38-K ~~“Management’s~~to ~~Discussion~~reflect ~~and~~retrospectively ~~Analysis~~the ofchanges ~~Financial~~resulting ~~Condition~~from ~~and~~these ~~Results~~discontinued ofoperations ~~Operations”~~ and ~~“Quantitative~~the ~~and~~change ~~Qualitative Disclosures About Market Risk”, and Part II, Item 1A “Risk Factors”,~~ in ~~the~~segments ~~Company’s~~for ~~quarterly~~all ~~reports~~periods ~~filed thereafter.~~presented:

~~All~~•Part ~~forward-looking statements made in this report and all subsequent forward-looking statements~~I, ~~whether~~Item ~~written or oral and whether made by or on behalf of the Company, are expressly qualified by these cautionary statements~~1. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. New factors emerge from time to time and it is not possible for the Company to predict all such factors, nor can it assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statements.Business;

•Part II, Item 6. Selected Financial Data;

•Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations;

•Part II, Item 8. Financial Statements and Supplementary Data; and

•Part IV, Item 15. Exhibits and Financial Statements Schedule, Schedule II - Valuation and Qualifying Accounts.

Other than as required to reflect the discontinued operations and segment changes described above, this Form 8-K does not modify or update any other disclosures in the items in the 2017 10-K referenced above, and does not provide any update or discussion of any developments, activities, events, trends or risks subsequent to the filing of the 2017 10-K. For more recent information regarding NW Natural, please see NW Natural’s Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports and information filed or furnished by NW Natural to the SEC since February 23, 2018.



Item 9.01	Financial Statements and Exhibits.

(d) Exhibits .

See Exhibit Index.

Exhibit Index

Exhibit		Description
4(a)		Twenty-third Supplemental Indenture, providing for, among other things, First Mortgage Bonds, 4.11% Series due 2048, dated as of September 1, 2018, by and between Northwest Natural Gas Company and Deutsche Bank Trust Company Americas.
23.1		Consent of PricewaterhouseCoopers LLP
99.1		The following items from the 2017 10-K:Part I, Item 1. BusinessPart II, Item 6. Selected Financial DataPart II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsPart II, Item 8. Financial Statements and Supplementary DataPart IV, Item 15. Exhibits and Financial Statements Schedule, Schedule II - Valuation and Qualifying Accounts
101		The following materials from Exhibit 99.1 for the fiscal year ended December 31, 2017, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Statements of Income; (ii) Consolidated Balance Sheets; (iii) Consolidated Statements of Cash Flows; and (iv) Related notes.

~~SIGNATURE~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NORTHWEST NATURAL GAS COMPANY
		Northwest Natural Gas Company
	(Registrant)
Date: September 24, 2018		By:	/s/ Frank H. Burkhartsmeyer
Dated: September 10, 2018	/s/ Shawn M. Filippi
			Name: Frank H. BurkhartsmeyerTitle: Senior Vice President and Chief Financial Officer
	Vice President, Chief Compliance Officer and Corporate Secretary

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