UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, ~~2016~~2017

~~Commission File Number 1-7850~~

~~SOUTHWEST GAS CORPORATION~~

~~(Exact name of registrant as specified in its charter)~~


Commission File Number	Exact name of registrant as specified in its charter and principal office address and telephone number	State of Incorporation	I.R.S. Employer Identification No.
001-37976	Southwest Gas Holdings, Inc.	California	~~88-0085720~~
~~(State or other jurisdiction of~~	~~(I.R.S. Employer~~
~~incorporation or organization)~~	~~Identification No.)~~81-3881866

5241 Spring Mountain Road
	Post Office Box 98510
	Las Vegas, Nevada 89193-8510	~~89193-8510~~
~~(Address of principal executive offices)~~	~~(Zip Code)~~
	(702) 876-7237

1-7850	Southwest Gas Corporation	California	88-0085720
	5241 Spring Mountain Road
	Post Office Box 98510
	Las Vegas, Nevada 89193-8510
	(702) 876-7237

~~Registrant’s telephone number, including area code: (702) 876-7237~~

Indicate by check mark whether ~~the~~each 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 whether ~~the~~each registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x☒ No ¨☐

Indicate by check mark whether ~~the~~each registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” ~~and~~ “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Southwest Gas Holdings, Inc.:

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. ☐

Southwest Gas Corporation:

Indicate by check mark whether ~~the~~each registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨☐ No x☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

Southwest Gas Holdings, Inc. Common Stock, $1 Par Value, ~~47,471,582~~47,559,471 shares as of April 28, ~~2016.~~2017.

All of the outstanding shares of common stock ($1 par value) of Southwest Gas Corporation were held by Southwest Gas Holdings, Inc. as of January 1, 2017.

SOUTHWEST GAS CORPORATION MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION (H)(1)(a) and (b) OF FORM 10-Q AND IS THEREFORE FILING THIS REPORT WITH THE REDUCED DISCLOSURE FORMAT AS PERMITTED BY GENERAL INSTRUCTION H(2).


SOUTHWEST GAS ~~CORPORATION~~HOLDINGS, INC.		Form 10-Q
~~March 31, 2016~~SOUTHWEST GAS CORPORATION		March 31, 2017

FILING FORMAT

This quarterly report on Form 10-Q is a combined report being filed by two separate registrants: Southwest Gas Holdings, Inc. and Southwest Gas Corporation. Except where the content clearly indicates otherwise, any reference in the report to “we,” “us” or “our” is to the holding company or the consolidated entity of Southwest Gas Holdings, Inc. and all of its subsidiaries, including Southwest Gas Corporation, which is a distinct registrant that is a wholly owned subsidiary of Southwest Gas Holdings, Inc. Information contained herein relating to any individual company is filed by such company on its own behalf. Each company makes representations only as to itself and makes no other representation whatsoever as to any other company.

Part I—Financial information in this Quarterly Report on Form 10-Q includes separate financial statements (i.e. balance sheets, statements of income, statements of comprehensive income, and statements of cash flows) for Southwest Gas Holdings, Inc. and Southwest Gas Corporation, in that order. The Notes to Consolidated Financial Statements are presented on a combined basis for both entities. All Items other than Part I – Item 1 are combined for the reporting companies.


SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		March 31, 2017

PART I - FINANCIAL INFORMATION

~~ITEM 1.~~

ITEM 1. FINANCIAL STATEMENTS

SOUTHWEST GAS ~~CORPORATION~~HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Thousands of dollars, except par value)

(Unaudited)

   MARCH 31,
2016 DECEMBER 31,
2015

ASSETS
Utility plant:

Gas plant
   $ 5,961,648    $ 5,854,917
Less: accumulated depreciation
   (2,110,238 ) (2,084,007 )
Acquisition adjustments, net
   325    370
Construction work in progress
   77,218    119,805


Net utility plant
   3,928,953    3,891,085


Other property and investments
   328,115    313,531


Current assets:

Cash and cash equivalents
   60,809    35,997
Accounts receivable, net of allowances
   271,314    314,512
Accrued utility revenue
   45,100    74,700
Income taxes receivable, net
   11,926    34,175
Deferred purchased gas costs
   —      3,591
Prepaids and other current assets
   81,079    95,199


Total current assets
   470,228    558,174


Noncurrent assets:

Goodwill
   132,774    126,145
Deferred income taxes
   598    428
Deferred charges and other assets
   455,340    469,322


Total noncurrent assets
   588,712    595,895


Total assets
   $ 5,316,008    $ 5,358,685


CAPITALIZATION AND LIABILITIES
Capitalization:

Common stock, $1 par (authorized - 60,000,000 shares; issued and outstanding - 47,470,282 and 47,377,575 shares)
   $ 49,100    $ 49,007
Additional paid-in capital
   898,463    896,448
Accumulated other comprehensive income (loss), net
   (48,386 ) (50,268 )
Retained earnings
   753,105    699,221


Total Southwest Gas Corporation equity
   1,652,282    1,594,408
Noncontrolling interest
   (2,099 ) (2,083 )


Total equity
   1,650,183    1,592,325
Redeemable noncontrolling interest
   15,960    16,108
Long-term debt, less current maturities
   1,388,968    1,551,204


Total capitalization
   3,055,111    3,159,637


Current liabilities:

Current maturities of long-term debt
   48,596    19,475
Short-term debt
   —      18,000
Accounts payable
   133,884    164,857
Customer deposits
   72,903    72,631
Income taxes payable
   8    940
Accrued general taxes
   62,233    47,337
Accrued interest
   21,814    16,173
Deferred purchased gas costs
   100,987    45,601
Other current liabilities
   137,642    150,031


Total current liabilities
   578,067    535,045


Deferred income taxes and other credits:

Deferred income taxes and investment tax credits
   789,961    769,445
Accumulated removal costs
   304,000    303,000
Other deferred credits and other long-term liabilities
   588,869    591,558


Total deferred income taxes and other credits
   1,682,830    1,664,003


Total capitalization and liabilities
   $ 5,316,008    $ 5,358,685

~~The accompanying notes are an integral part of these statements.~~


~~SOUTHWEST GAS CORPORATION~~		~~Form 10-Q~~
~~March 31, 2016~~

~~SOUTHWEST GAS CORPORATION AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF INCOME~~

~~(In thousands, except per share amounts)~~

~~(Unaudited)~~

   THREE MONTHS ENDED
MARCH 31, TWELVE MONTHS ENDED
MARCH 31,
   2016 2015 2016 2015
Operating revenues:

Gas operating revenues
   $ 525,100    $ 553,115    $ 1,426,624    $ 1,448,709
Construction revenues
   206,148    181,105    1,034,029    798,822


Total operating revenues
   731,248    734,220    2,460,653    2,247,531


Operating expenses:

Net cost of gas sold
   213,600    253,762    523,647    567,741
Operations and maintenance
   100,797    95,510    398,486    376,834
Depreciation and amortization
   75,360    67,467    278,004    257,603
Taxes other than income taxes
   14,013    12,997    50,409    48,793
Construction expenses
   193,382    174,928    917,235    709,586


Total operating expenses
   597,152    604,664    2,167,781    1,960,557


Operating income
   134,096    129,556    292,872    286,974


Other income and (expenses):

Net interest deductions
   (17,721 ) (17,977 ) (71,623 ) (72,527 )
Other income (deductions)
   1,721    2,272    2,328    7,767


Total other income and (expenses)
   (16,000 ) (15,705 ) (69,295 ) (64,760 )


Income before income taxes
   118,096    113,851    223,577    222,214
Income tax expense
   42,741    41,972    80,671    79,884


Net income
   75,355    71,879    142,906    142,330
Net income (loss) attributable to noncontrolling interests
   (91 ) (104 ) 1,126    4


Net income attributable to Southwest Gas Corporation
   $ 75,446    $ 71,983    $ 141,780    $ 142,326


Basic earnings per share
   $ 1.59    $ 1.54    $ 3.00    $ 3.06


Diluted earnings per share
   $ 1.58    $ 1.53    $ 2.98    $ 3.03


Dividends declared per share
   $ 0.450    $ 0.405    $ 1.665    $ 1.500


Average number of common shares outstanding
   47,437    46,612    47,196    46,537
Average shares outstanding (assuming dilution)
   47,763    47,036    47,562    46,986


	MARCH 31,			DECEMBER 31,
	2017			2016
ASSETS
Utility plant:
Gas plant	$	6,280,654		$	6,193,564
Less: accumulated depreciation		(2,194,660	)		(2,172,966	)
Acquisition adjustments, net		158			196
Construction work in progress		91,428			111,177

Net utility plant		4,177,580			4,131,971

Other property and investments		351,032			342,343

Current assets:
Cash and cash equivalents		43,401			28,066
Accounts receivable, net of allowances		247,179			285,145
Accrued utility revenue		45,900			76,200
Income taxes receivable, net		4,512			4,455
Deferred purchased gas costs		9,142			2,608
Prepaids and other current assets		104,270			136,833

Total current assets		454,404			533,307

Noncurrent assets:
Goodwill		140,974			139,983
Deferred income taxes		1,323			1,288
Deferred charges and other assets		426,600			432,234

Total noncurrent assets		568,897			573,505

Total assets	$	5,551,913		$	5,581,126

CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock, $1 par (authorized - 60,000,000 shares; issued and outstanding - 47,548,985 and 47,482,068 shares)	$	49,179		$	49,112
Additional paid-in capital		909,362			903,123
Accumulated other comprehensive income (loss), net		(46,682	)		(48,008	)
Retained earnings		803,522			759,263

Total Southwest Gas Holdings, Inc. equity		1,715,381			1,663,490
Noncontrolling interest		(2,262	)		(2,217	)

Total equity		1,713,119			1,661,273
Redeemable noncontrolling interest		23,525			22,590
Long-term debt, less current maturities		1,564,132			1,549,983

Total capitalization		3,300,776			3,233,846

Current liabilities:
Current maturities of long-term debt		26,064			50,101
Accounts payable		134,238			184,669
Customer deposits		72,227			72,296
Income taxes payable		—			1,909
Accrued general taxes		62,790			42,921
Accrued interest		24,876			17,939
Deferred purchased gas costs		27,104			90,476
Other current liabilities		149,529			168,064

Total current liabilities		496,828			628,375

Deferred income taxes and other credits:
Deferred income taxes and investment tax credits		879,631			840,653
Accumulated removal costs		309,000			308,000
Other deferred credits and other long-term liabilities		565,678			570,252

Total deferred income taxes and other credits		1,754,309			1,718,905

Total capitalization and liabilities	$	5,551,913		$	5,581,126

The accompanying notes are an integral part of these statements.


SOUTHWEST GAS ~~CORPORATION~~HOLDINGS, INC.		Form 10-Q
~~March 31, 2016~~SOUTHWEST GAS CORPORATION		March 31, 2017

SOUTHWEST GAS ~~CORPORATION~~HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE~~ INCOME

(~~Thousands of dollars)~~In thousands, except per share amounts)

(Unaudited)

   THREE MONTHS ENDED
MARCH 31, TWELVE MONTHS ENDED
MARCH 31,
   2016 2015 2016 2015
Net income
   $ 75,355    $ 71,879    $ 142,906    $ 142,330


Other comprehensive income (loss), net of tax

Defined benefit pension plans:

Net actuarial gain (loss)
   —      —      (18,922 ) (107,661 )
Amortization of prior service cost
   207    206    829    371
Amortization of net actuarial loss
   4,196    5,330    20,182    16,330
Prior service cost
   —      —      —      (4,130 )
Regulatory adjustment
   (3,796 ) (4,828 ) (2,468 ) 85,373


Net defined benefit pension plans
   607    708    (379 ) (9,717 )


Forward-starting interest rate swaps:

Amounts reclassified into net income
   519    519    2,073    2,074


Net forward-starting interest rate swaps
   519    519    2,073    2,074


Foreign currency translation adjustments
   782    (1,272 ) 100    (1,931 )


Total other comprehensive income (loss), net of tax
   1,908    (45 ) 1,794    (9,574 )


Comprehensive income
   77,263    71,834    144,700    132,756
Comprehensive income (loss) attributable to noncontrolling interests
   (65 ) (147 ) 1,129    (61 )


Comprehensive income attributable to Southwest Gas Corporation
   $ 77,328    $ 71,981    $ 143,571    $ 132,817


	THREE MONTHS ENDED						TWELVE MONTHS ENDED
	MARCH 31,						MARCH 31,
	2017			2016			2017			2016
Operating revenues:
Gas operating revenues	$	462,602		$	525,100		$	1,258,914		$	1,426,624
Construction revenues		192,135			206,148			1,125,065			1,034,029

Total operating revenues		654,737			731,248			2,383,979			2,460,653

Operating expenses:
Net cost of gas sold		146,879			213,600			330,400			523,647
Operations and maintenance		109,150			100,797			410,077			398,486
Depreciation and amortization		72,478			75,360			286,250			278,004
Taxes other than income taxes		14,782			14,013			53,145			50,409
Construction expenses		191,956			193,382			1,022,997			917,235

Total operating expenses		535,245			597,152			2,102,869			2,167,781

Operating income		119,492			134,096			281,110			292,872

Other income and (expenses):
Net interest deductions		(18,714	)		(17,721	)		(74,653	)		(71,623	)
Other income (deductions)		3,865			1,721			11,613			2,328

Total other income and (expenses)		(14,849	)		(16,000	)		(63,040	)		(69,295	)

Income before income taxes		104,643			118,096			218,070			223,577
Income tax expense		35,638			42,741			71,365			80,671

Net income		69,005			75,355			146,705			142,906
Net income (loss) attributable to noncontrolling interests		(303	)		(91	)		802			1,126

Net income attributable to Southwest Gas Holdings, Inc.	$	69,308		$	75,446		$	145,903		$	141,780

Basic earnings per share	$	1.46		$	1.59		$	3.07		$	3.00

Diluted earnings per share	$	1.45		$	1.58		$	3.05		$	2.98

Dividends declared per share	$	0.495		$	0.450		$	1.845		$	1.665

Average number of common shares outstanding		47,530			47,437			47,492			47,196
Average shares outstanding (assuming dilution)		47,864			47,763			47,839			47,562

The accompanying notes are an integral part of these statements.


SOUTHWEST GAS ~~CORPORATION~~HOLDINGS, INC.		Form 10-Q
~~March 31, 2016~~SOUTHWEST GAS CORPORATION		March 31, 2017

SOUTHWEST GAS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Thousands of dollars)

(Unaudited)


	THREE MONTHS ENDED						TWELVE MONTHS ENDED
	MARCH 31,						MARCH 31,
	2017			2016			2017			2016
Net income	$	69,005		$	75,355		$	146,705		$	142,906

Other comprehensive income (loss), net of tax
Defined benefit pension plans:
Net actuarial gain (loss)		—			—			(14,118	)		(18,922	)
Amortization of prior service cost		207			207			828			829
Amortization of net actuarial loss		3,944			4,196			16,529			20,182
Regulatory adjustment		(3,556	)		(3,796	)		(3,222	)		(2,468	)

Net defined benefit pension plans		595			607			17			(379	)

Forward-starting interest rate swaps:
Amounts reclassified into net income		518			519			2,074			2,073

Net forward-starting interest rate swaps		518			519			2,074			2,073

Foreign currency translation adjustments		220			782			(401	)		100

Total other comprehensive income, net of tax		1,333			1,908			1,690			1,794

Comprehensive income		70,338			77,263			148,395			144,700
Comprehensive income (loss) attributable to noncontrolling interests		(296	)		(65	)		788			1,129

Comprehensive income attributable to Southwest Gas Holdings, Inc.	$	70,634		$	77,328		$	147,607		$	143,571

The accompanying notes are an integral part of these statements.


SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		March 31, 2017

SOUTHWEST GAS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Thousands of dollars)

(Unaudited)


	THREE MONTHS ENDED						TWELVE MONTHS ENDED
	MARCH 31						MARCH 31
	2017			2016			2017			2016
CASH FLOW FROM OPERATING ACTIVITIES:
Net income	$	69,005		$	75,355		$	146,705		$	142,906
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		72,478			75,360			286,250			278,004
Deferred income taxes		37,245			18,931			87,046			60,132
Changes in current assets and liabilities:
Accounts receivable, net of allowances		36,889			45,525			21,460			37,525
Accrued utility revenue		30,300			29,600			(800	)		(700	)
Deferred purchased gas costs		(69,906	)		58,977			(83,025	)		129,120
Accounts payable		(55,298	)		(35,126	)		1,523			10,556
Accrued taxes		20,397			38,196			10,660			(18,118	)
Other current assets and liabilities		21,099			6,776			(15,228	)		(6,472	)
Gains on sale		(339	)		(1,333	)		(6,154	)		(2,909	)
Changes in undistributed stock compensation		6,111			1,394			10,173			3,846
AFUDC		(475	)		(532	)		(2,232	)		(3,144	)
Changes in other assets and deferred charges		(7,173	)		(291	)		10,078			(1,121	)
Changes in other liabilities and deferred credits		1,510			1,719			(18,656	)		11,706

Net cash provided by operating activities		161,843			314,551			447,800			641,331

CASH FLOW FROM INVESTING ACTIVITIES:
Construction expenditures and property additions		(115,790	)		(112,561	)		(532,760	)		(510,170	)
Acquisition of businesses, net of cash acquired		—			—			(17,000	)		—
Restricted cash		—			—			—			785
Changes in customer advances		1,057			3,661			5,296			16,515
Miscellaneous inflows		4,721			1,126			16,634			6,645

Net cash used in investing activities		(110,012	)		(107,774	)		(527,830	)		(486,225	)

CASH FLOW FROM FINANCING ACTIVITIES:
Issuance of common stock, net		—			401			71			27,006
Dividends paid		(21,397	)		(19,220	)		(85,494	)		(76,445	)
Centuri distribution to redeemable noncontrolling interest		(102	)		(99	)		(442	)		(198	)
Issuance of long-term debt, net		26,280			49,375			400,851			134,896
Retirement of long-term debt		(47,763	)		(42,312	)		(260,724	)		(212,203	)
Change in credit facility and commercial paper		10,000			(150,000	)		15,000			—
Change in short-term debt		—			(18,000	)		—			—
Principal payments on capital lease obligations		(199	)		(313	)		(1,240	)		(1,347	)
Withholding remittance - share-based compensation		(2,518	)		(1,898	)		(2,739	)		(3,771	)
Other		(913	)		142			(2,624	)		512

Net cash provided by (used in) financing activities		(36,612	)		(181,924	)		62,659			(131,550	)

Effects of currency translation on cash and cash equivalents		116			(41	)		(37	)		(760	)

Change in cash and cash equivalents		15,335			24,812			(17,408	)		22,796
Cash and cash equivalents at beginning of period		28,066			35,997			60,809			38,013

Cash and cash equivalents at end of period	$	43,401		$	60,809		$	43,401		$	60,809

Supplemental information:
Interest paid, net of amounts capitalized	$	10,288		$	10,593		$	67,135		$	66,719
Income taxes paid		1,827			2,136			(19,341	)		43,260

The accompanying notes are an integral part of these statements.


SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		March 31, 2017

SOUTHWEST GAS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Thousands of dollars)

(Unaudited)


	MARCH 31,			DECEMBER 31,
	2017			2016
ASSETS
Utility plant:
Gas plant	$	6,280,654		$	6,193,564
Less: accumulated depreciation		(2,194,660	)		(2,172,966	)
Acquisition adjustments, net		158			196
Construction work in progress		91,428			111,177

Net utility plant		4,177,580			4,131,971

Other property and investments		111,396			108,569

Current assets:
Cash and cash equivalents		30,950			19,024
Accounts receivable, net of allowances		118,917			111,845
Accrued utility revenue		45,900			76,200
Income taxes receivable, net		1,665			4,455
Deferred purchased gas costs		9,142			2,608
Receivable from parent		1,135			—
Prepaids and other current assets		94,817			126,363

Total current assets		302,526			340,495

Noncurrent assets:
Goodwill		10,095			10,095
Deferred charges and other assets		405,294			410,625
Discontinued operations - construction services - assets		—			579,371

Total noncurrent assets		415,389			1,000,091

Total assets	$	5,006,891		$	5,581,126

CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock	$	49,112		$	49,112
Additional paid-in capital		903,252			897,346
Accumulated other comprehensive income (loss), net		(44,526	)		(45,639	)
Retained earnings		642,501			767,061

Total Southwest Gas Corporation equity		1,550,339			1,667,880
Discontinued operations - construction services non-owner equity		—			15,983
Long-term debt, less current maturities		1,385,315			1,375,080

Total capitalization		2,935,654			3,058,943

Current liabilities:
Current maturities of long-term debt		—			25,000
Accounts payable		93,494			138,229
Customer deposits		72,227			72,296
Accrued general taxes		62,790			42,921
Accrued interest		24,340			17,395
Deferred purchased gas costs		27,104			90,476
Payable to parent		22,734			—
Other current liabilities		73,550			95,999

Total current liabilities		376,239			482,316

Deferred income taxes and other credits:
Deferred income taxes and investment tax credits, net		846,918			806,109
Accumulated removal costs		309,000			308,000
Other deferred credits and other long-term liabilities		539,080			545,143
Discontinued operations - construction services - liabilities		—			380,615

Total deferred income taxes and other credits		1,694,998			2,039,867

Total capitalization and liabilities	$	5,006,891		$	5,581,126

The accompanying notes are an integral part of these statements.


SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		March 31, 2017

SOUTHWEST GAS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands)

(Unaudited)


	THREE MONTHS ENDED						TWELVE MONTHS ENDED
	MARCH 31,						MARCH 31,
	2017			2016			2017			2016
Continuing operations:
Gas operating revenues	$	462,602		$	525,100		$	1,258,914		$	1,426,624

Operating expenses:
Net cost of gas sold		146,879			213,600			330,400			523,647
Operations and maintenance		108,679			100,797			409,606			398,486
Depreciation and amortization		61,195			60,745			233,913			220,525
Taxes other than income taxes		14,782			14,013			53,145			50,409

Total operating expenses		331,535			389,155			1,027,064			1,193,067

Operating income		131,067			135,945			231,850			233,557

Other income and (expenses):
Net interest deductions		(17,210	)		(16,230	)		(67,977	)		(64,229	)
Other income (deductions)		3,611			1,755			10,132			1,445

Total other income and (expenses)		(13,599	)		(14,475	)		(57,845	)		(62,784	)

Income from continuing operations before income taxes		117,468			121,470			174,005			170,773
Income tax expense		40,530			43,887			55,227			60,486

Income from continuing operations		76,938			77,583			118,778			110,287

Discontinued operations - construction services:
Income (loss) before income taxes		—			(3,374	)		56,890			52,804
Income tax expense (benefit)		—			(1,146	)		21,030			20,185

Income (loss)		—			(2,228	)		35,860			32,619
Noncontrolling interests		—			(91	)		1,105			1,126

Income (loss) - discontinued operations		—			(2,137	)		34,755			31,493

Net income	$	76,938		$	75,446		$	153,533		$	141,780

The accompanying notes are an integral part of these statements.


SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		March 31, 2017

SOUTHWEST GAS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)


	THREE MONTHS ENDED						TWELVE MONTHS ENDED
	MARCH 31,						MARCH 31,
	2017			2016			2017			2016
Continuing operations:
Net income from continuing operations	$	76,938		$	77,583		$	118,778		$	110,287

Other comprehensive income (loss), net of tax
Defined benefit pension plans:
Net actuarial gain (loss)		—			—			(14,118	)		(18,922	)
Amortization of prior service cost		207			207			828			829
Amortization of net actuarial loss		3,944			4,196			16,529			20,182
Regulatory adjustment		(3,556	)		(3,796	)		(3,222	)		(2,468	)

Net defined benefit pension plans		595			607			17			(379	)

Forward-starting interest rate swaps:
Amounts reclassified into net income		518			519			2,074			2,073

Net forward-starting interest rate swaps		518			519			2,074			2,073

Total other comprehensive income, net of tax from continuing operations		1,113			1,126			2,091			1,694

Comprehensive income from continuing operations		78,051			78,709			120,869			111,981

Discontinued operations - construction services:
Net income (loss)		—			(2,137	)		34,755			31,493
Foreign currency translation adjustments		—			782			(621	)		100

Comprehensive income (loss)		—			(1,355	)		34,134			31,593
Comprehensive income (loss) attributable to noncontrolling interests		—			26			(21	)		3

Comprehensive income (loss) attributable to discontinued operations - construction services		—			(1,381	)		34,155			31,590

Comprehensive income	$	78,051		$	77,328		$	155,024		$	143,571

The accompanying notes are an integral part of these statements.


SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		March 31, 2017

SOUTHWEST GAS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Thousands of dollars)

(Unaudited)


													THREE MONTHS ENDED						TWELVE MONTHS ENDED
	THREE MONTHS ENDED MARCH 31						TWELVE MONTHS ENDED MARCH 31						MARCH 31						MARCH 31
	2016			2015			2016			2015			2017			2016			2017			2016
CASH FLOW FROM OPERATING ACTIVITIES:
Net income	$	75,355		$	71,879		$	142,906		$	142,330
Net Income													$	76,938		$	75,355		$	154,638		$	142,906
Income (loss) from discontinued operations														—			(2,228	)		35,860			32,619

Income from continuing operations														76,938			77,583			118,778			110,287
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		75,360			67,467			278,004			257,603			61,195			60,745			233,913			220,525
Deferred income taxes		18,931			7,584			60,132			58,201			39,223			19,453			87,729			62,733
Changes in current assets and liabilities:
Accounts receivable, net of allowances		45,525			(31,850	)		37,525			(49,491	)		(7,072	)		27,909			5,750			25,724
Accrued utility revenue		29,600			29,500			(700	)		(300	)		30,300			29,600			(800	)		(700	)
Deferred purchased gas costs		58,977			59,423			129,120			47,063			(69,906	)		58,977			(83,025	)		129,120
Accounts payable		(35,126	)		(49,173	)		10,556			(24,031	)		(44,736	)		(32,324	)		3,771			1,578
Accrued taxes		36,298			49,782			(21,889	)		2,809			25,176			36,049			10,637			(18,047	)
Other current assets and liabilities		6,776			31,548			(6,472	)		18,405			37,342			8,404			(6,677	)		(5,400	)
Gains on sale		(1,333	)		(1,526	)		(2,909	)		(5,268	)
Changes in undistributed stock compensation		1,394			462			3,846			5,674			5,711			1,394			9,773			3,846
AFUDC		(532	)		(396	)		(3,144	)		(1,893	)		(475	)		(532	)		(2,232	)		(3,144	)
Changes in other assets and deferred charges		(291	)		(13,336	)		(1,121	)		(23,934	)		(7,261	)		(378	)		9,728			(1,641	)
Changes in other liabilities and deferred credits		1,719			876			11,706			(500	)		1,198			1,719			(18,968	)		11,706

Net cash provided by operating activities		312,653			222,240			637,560			426,668			147,633			288,599			368,377			536,587

CASH FLOW FROM INVESTING ACTIVITIES:
Construction expenditures and property additions		(112,561	)		(90,391	)		(510,170	)		(410,397	)		(101,007	)		(89,713	)		(468,413	)		(444,494	)
Acquisition of businesses, net of cash acquired		—			(9,261	)		—			(199,758	)
Restricted cash		—			—			785			1,233
Changes in customer advances		3,661			5,446			16,515			21,704			1,057			3,661			5,296			16,515
Miscellaneous inflows		1,126			2,835			6,645			10,853			784			711			3,055			3,325
Miscellaneous outflows		—			—			—			(1,400	)
Dividends received														—			2,801			9,660			5,602

Net cash used in investing activities		(107,774	)		(91,371	)		(486,225	)		(577,765	)		(99,166	)		(82,540	)		(450,402	)		(419,052	)

CASH FLOW FROM FINANCING ACTIVITIES:
Issuance of common stock, net		401			8,791			27,006			9,089			—			401			71			27,006
Dividends paid		(19,220	)		(17,023	)		(76,445	)		(67,955	)		(18,500	)		(19,220	)		(82,597	)		(76,445	)
Centuri distribution to redeemable noncontrolling interest		(99	)		—			(198	)		—
Issuance of long-term debt, net		49,375			50,295			134,896			318,498			—			—			296,469			—
Retirement of long-term debt		(42,312	)		(18,082	)		(212,203	)		(153,456	)		(25,000	)		—			(149,855	)		(51,200	)
Change in credit facility and commercial paper		(150,000	)		(150,000	)		—			—			10,000			(150,000	)		15,000			—
Change in short-term debt		(18,000	)		(5,000	)		—			—			—			(18,000	)		—			—
Principal payments on capital lease obligations		(313	)		(386	)		(1,347	)		(820	)
Withholding remittance - share-based compensation														(2,518	)		(1,898	)		(2,739	)		(3,771	)
Other		142			(329	)		512			(1,066	)		(523	)		142			(2,234	)		563

Net cash provided by (used in) financing activities		(180,026	)		(131,734	)		(127,779	)		104,290			(36,541	)		(188,575	)		74,115			(103,847	)

Net cash provided by discontinued operating activities														—			25,952			65,213			104,744
Net cash used in discontinued investing activities														—			(25,234	)		(66,582	)		(67,173	)
Net cash provided by (used in) discontinued financing activities														—			6,651			(11,385	)		(27,703	)
Effects of currency translation on cash and cash equivalents		(41	)		(688	)		(760	)		(546	)		—			(41	)		(153	)		(760	)

Change in cash and cash equivalents		24,812			(1,553	)		22,796			(47,353	)		11,926			24,812			(20,817	)		22,796
Change in cash and cash equivalents of discontinued operations included in discontinued operations construction services assets														—			(7,328	)		12,907			(9,108	)

Change in cash and cash equivalents of continuing operations														11,926			17,484			(7,910	)		13,688
Cash and cash equivalents at beginning of period		35,997			39,566			38,013			85,366			19,024			21,376			38,860			25,172

Cash and cash equivalents at end of period	$	60,809		$	38,013		$	60,809		$	38,013		$	30,950		$	38,860		$	30,950		$	38,860

Supplemental information:
Interest paid, net of amounts capitalized	$	10,593		$	10,497		$	66,719		$	65,575		$	8,989		$	9,278		$	61,212		$	59,515
Income taxes paid		2,136			2,101			43,260			26,110

Income taxes paid (received)													$	(38	)	$	5,718		$	(36,767	)	$	21,437

The accompanying notes are an integral part of these statements.

510


SOUTHWEST GAS ~~CORPORATION~~HOLDINGS, INC.		Form 10-Q
~~March 31, 2016~~SOUTHWEST GAS CORPORATION		March 31, 2017

Note 1 – Nature of Operations and Basis of Presentation

Nature of Operations. Southwest Gas Holdings, Inc. is a holding company, owning all of the shares of common stock of Southwest Gas Corporation and ~~its~~96.6% of the common stock of Centuri Construction Group Inc. In January 2017, a previously contemplated and approved reorganization under a holding company structure was made effective. The reorganization is designed to provide further separation between regulated and unregulated businesses, and to provide additional financing flexibility. Coincident with the effective date of the reorganization, existing shareholders of Southwest Gas Corporation became shareholders of Southwest Gas Holdings, Inc., on aone-for-one basis, with the same number of shares and same ownership percentage as they held immediately prior to the reorganization. At the same time, Southwest Gas Corporation and Centuri Construction Group Inc. (“Centuri” or the “construction services” segment) each became subsidiaries ~~(the “Company”) consist~~ of ~~two segments: natural gas operations~~the publicly traded holding company; whereas, historically, Centuri had been a direct subsidiary of Southwest Gas Corporation. Southwest Gas Corporation (“Southwest” or the “natural gas ~~operations” segment) and construction services. Southwest~~operations segment”) is engaged in the business of purchasing, distributing, and transporting natural gas for customers in portions of Arizona, Nevada, and California. Public utility rates, practices, facilities, and service territories of Southwest are subject to regulatory oversight. The timing and amount of rate relief can materially impact results of operations. Natural gas purchases and the timing of related recoveries can materially impact liquidity. Results for the natural gas operations segment are higher during winter periods due to the seasonality incorporated in its regulatory rate structures. Centuri ~~Construction Group, Inc. (“Centuri” or the “construction services” segment), a 96.6% owned subsidiary,~~ is a ~~full-service underground piping contractor that primarily provides utility companies with trenching~~comprehensive construction services enterprise dedicated to meeting the growing demands of North American utilities, energy and industrial markets. Centuri derives revenue from installation, replacement, repair, and maintenance ~~services for~~of energy distribution systems, and developing industrial construction ~~solutions.~~solutions primarily for energy services utilities. Centuri operations are generally conducted under the business names of NPL Construction Co. (“NPL”), NPL Canada Ltd. (“NPL Canada”, formerly Link-Line Contractors Ltd. ~~(“Link-Line”~~), W.S. Nicholls Construction, Inc. and related companies (“W.S. Nicholls”), and Brigadier Pipelines Inc. (“Brigadier”). ~~The Company acquired Link-Line, W.S. Nicholls, and Brigadier in October 2014. In May 2016, the Link-Line name was changed to NPL Canada Ltd.~~ Typically, Centuri revenues are lowest during the first quarter of the year due to unfavorable winter weather conditions. Operating revenues typically improve as more favorable weather conditions occur during the summer and fall months.

Basis of Presentation. The condensed consolidated financial statements for Southwest Gas Holdings, Inc. and subsidiaries (the “Company”) and Southwest included herein have been prepared ~~by the Company, without audit,~~ pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. As indicated above, in connection with the holding company reorganization, Centuri ceased to be a subsidiary of Southwest and became a subsidiary Southwest Gas Holdings, Inc. To give effect to this change, the separate condensed consolidated financial statements related to Southwest Gas Corporation, which are included in this Form 10-Q, depict Centuri-related amounts for periods prior to January 1, 2017 as discontinued operations. Because the transfer of Centuri from Southwest Gas Corporation to Southwest Gas Holdings, Inc. was effectuated as an equity transaction and not a sale, assets and liabilities subject to the discontinued operations presentation have been reflected as noncurrent on the Southwest Gas Corporation Balance Sheet. Those assets and liabilities are detailed inNote 10 – Reorganization Impacts – Discontinued Operations Solely Related to Southwest Gas Corporation, and include both current and non-current amounts.

No substantive change has occurred with regard to the Company’s business segments on the whole, or in the primary businesses comprising those segments. Centuri operations continue to be part of continuing operations and of the consolidated financial statements of Southwest Gas Holdings, Inc.

The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In the opinion of management, all adjustments, consisting of normal recurring items and estimates necessary for a fair presentation of results for the interim periods, have been made. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the ~~2015~~2016 Annual Report to Shareholders, which is incorporated by reference into the ~~2015~~2016 Form 10-K.

Prepaids and other current assets. Prepaids and other current assets includes gas pipe materials and operating supplies of ~~$27~~$35 million at March 31, ~~2016~~2017 and ~~$24~~$30 million at December 31, ~~2015~~2016 (carried at weighted average cost), and also includes natural gas stored underground and liquefied natural gas, in addition to prepaid assets.


SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		March 31, 2017

Cash and Cash Equivalents. For purposes of reporting consolidated cash flows, cash and cash equivalents include cash on hand and financial instruments with a purchase-date maturity of three months or less. In general, cash and cash equivalents fall within Level 1 (quoted prices for identical financial instruments) of the three-level fair value hierarchy that ranks the inputs, used to measure fair value, by their reliability. However, cash and cash equivalents at March 31, ~~2016~~2017 and December 31, ~~2015~~2016 also include ~~two~~a money market fund ~~investments totaling~~investment of approximately ~~$11.3~~$14.1 million and ~~$250,000,~~$5.3 million, respectively, which ~~fall~~falls within Level 2 (significant other observable inputs) of the fair value hierarchy, due to the asset valuation methods used by money market funds.

Significant non-cash investing and financing activities for the natural gas operations segment included the following: Upon contract expiration, customer advances of approximately ~~$900,000~~$477,000 and ~~$700,000,~~$900,000, during the first three months of ~~2016~~2017 and ~~2015,~~2016, respectively, were applied as contributions toward utility construction activity and represent non-cash investing activity.

Adoption of Accounting Standards Update (“ASU”) No. 2016-09. As of January 1, 2017, the Company adopted Financial Accounting Standards Board (“FASB”) ASU No. 2016-09 “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”. The adoption of this update is considered a change in accounting principle. Among other things, the update clarifies that all cash payments made to taxing authorities on the employees’ behalf for withheld shares should be presented as financing activities on the statement of cash flows. This change is required to be presented in the cash flow statement retrospectively. A new category, Withholding remittance – share-based compensation has been added to the Cash Flow from Financing Activities section of the Condensed Consolidated Statements of Cash Flows for both Southwest Gas Holdings, Inc. and Southwest Gas Corporation. The withheld taxes were included in the Accrued taxes line item of the Condensed Consolidated Statement of Cash Flows in previous periods. Therefore, upon adoption, amounts presented as cash inflows from Accrued taxes under the Cash Flow from Operating Activities section of the Southwest Gas Holdings, Inc. Consolidated Cash Flow Statements were revised from $36.3 million to $38.2 million for the three months ended March 31, 2016 and outflows in the same category for the twelve months ended March 31, 2016 were revised from $21.9 million to $18.1 million. In addition, ~~approximately $2.3~~while standalone financial statements were not previously presented for natural gas operations, for reasons related to the holding company reorganization discussed above, they are being presented commencing with this Form 10-Q. Therefore, upon adoption of this standard, the Cash Flow from Operating Activities section of the Southwest Gas Corporation Cash Flow Statements reflect a restatement of cash inflows from Accrued taxes from $34.2 million ~~in proceeds from common stock sales during March 2015 associated with~~to $36 million for the ~~Equity Shelf Program (see~~~~Note 5 – Common Stock)~~~~were received after~~three months ended March 31, ~~2015~~2016 and ~~represented a non-cash financing activity~~cash outflows in the same category were revised from $21.8 million to $18 million for the twelve months ended March 31, 2016.

Under the new guidance, the Company can withhold any amount between the minimum and maximum individual statutory tax rates and still treat the entire award as equity. The Company intends to administer withholding such that awards under stock compensation programs will continue to be treated as equity awards.

In addition to the above, the update requires all income tax-related cash flows resulting from share-based payments (unrelated to employee withholding) be reported as operating activities on the statement of cash flows, a change from the current requirement to present windfall tax benefits as an inflow from financing activities and an outflow from operating activities. The Company chose to apply this presentation requirement of the update prospectively as permitted. Therefore, prior ~~year.~~periods were not impacted in implementing this provision of the update.


~~SOUTHWEST GAS CORPORATION~~		~~Form 10-Q~~
~~March 31, 2016~~

Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, forfeitures, and intrinsic value are required to be applied using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. The Company had no previously unrecognized tax benefits as a result of these changes; therefore, no cumulative effect adjustment to the Company’s opening retained earnings was required.

Goodwill. Goodwill is assessed each October for impairment (required annually by U.S. GAAP), or otherwise, if circumstances indicate impairment to the carrying value of goodwill may have occurred. In consideration of the holding company reorganization, management of the Company considered its reporting units and segments and determined that historic judgments regarding its segments and reporting units continue to apply, and that no change was necessary with regard to the level at which goodwill is assessed for impairment. No impairment was deemed to have occurred in the first three months of ~~2016.~~2017.

(In thousands of dollars)    Natural Gas
Operations    Construction
Services    Consolidated
December 31, 2015
   $ 10,095       $ 116,050       $ 126,145
Foreign currency translation adjustment
   —         6,629       6,629






March 31, 2016
   $ 10,095       $ 122,679       $ 132,774


SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		March 31, 2017


(In thousands of dollars)	Natural Gas Operations		Construction Services		Consolidated
December 31, 2016	$	10,095	$	129,888	$	139,983
Foreign currency translation adjustment		—		991		991

March 31, 2017	$	10,095	$	130,879	$	140,974

Intercompany Transactions. Centuri recognizes revenues generated from contracts with Southwest (seeNote 3 -– Segment Information ~~below)~~). Centuri’s accounts receivable for these services are presented in the table below (thousands of dollars):

   March 31, 2016    December 31, 2015
Centuri accounts receivable for services provided to Southwest
   $ 11,089       $ 10,006


	March 31, 2017		December 31, 2016
Centuri accounts receivable for services provided to Southwest	$	10,030	$	10,585

The accounts receivable balance, revenues, and associated profits are included in the condensed consolidated financial statements of the Company and were not eliminated during consolidation in accordance with accounting treatment for rate-regulated entities.

Other Property and Investments.Other property and investments on the Southwest Gas Holdings, Inc. Condensed Consolidated Balance Sheets includes ~~(millions~~(thousands of dollars):


	March 31, 2016			December 31, 2015			March 31, 2017			December 31, 2016
Centuri property and equipment	$	433		$	423		$	462,094		$	451,114
Centuri accumulated provision for depreciation and amortization		(216	)		(221	)		(233,731	)		(228,374	)
Net cash surrender value of COLI policies		100			99			109,587			106,744
Other property		11			13			13,082			12,859

Total	$	328		$	314		$	351,032		$	342,343

Other Income (Deductions).The following table provides the composition of significant items included in Other income (deductions) in the condensed consolidated statements of income (thousands of dollars):


	Three Months Ended						Twelve Months Ended						Three Months Ended						Twelve Months Ended
	March 31						March 31						March 31						March 31
	2016			2015			2016			2015			2017			2016			2017			2016
Southwest Gas Corporation - natural gas operations segment:
Change in COLI policies	$	900		$	1,300		$	(900	)	$	5,700		$	2,800		$	900		$	9,300		$	(900	)
Interest income		367			590			1,950			2,695			564			367			2,045			1,537
Equity AFUDC		532			396			3,144			1,894			476			532			2,233			3,144
Miscellaneous income and (expense)														(229	)		(44	)		(3,446	)		(2,336	)

Southwest Gas Corporation - total other income (deductions)														3,611			1,755			10,132			1,445

Construction services segment:
Interest income														—			—			1			413
Foreign transaction gain (loss)		(10	)		(327	)		(507	)		(505	)		(1	)		(10	)		(13	)		(507	)
Miscellaneous income and (expense)		(68	)		313			(1,359	)		(2,017	)		255			(24	)		1,493			977

Total other income (deductions)	$	1,721		$	2,272		$	2,328		$	7,767
Centuri total other income (deductions)														254			(34	)		1,481			883

Consolidated Southwest Gas Holdings, Inc. - total other income (deductions)													$	3,865		$	1,721		$	11,613		$	2,328

Included in the table above is the change in cash surrender values of company-owned life insurance (“COLI”) policies (including net death benefits recognized). These life insurance policies on members of management and other key employees are used by Southwest to indemnify itself against the loss of talent, expertise, and knowledge, as well as to provide indirect funding for certain nonqualified benefit plans. Current tax regulations provide for tax-free treatment of life insurance (death benefit) proceeds. Therefore, changes in the cash surrender values of COLI policies, as they progress towards the ultimate death benefits, are also recorded without tax consequences.


SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		March 31, 2017

Recently Issued Accounting Standards Updates. In May 2014, the ~~Financial Accounting Standards Board (“FASB”)~~FASB issued the update “Revenue from Contracts with Customers (Topic 606).” The update replaces much of the current guidance regarding revenue recognition including most industry-specific guidance. In accordance with the update, an entity will be required to identify the contract with athe customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when (or as) the entity satisfies a performance obligation. In addition to the new revenue


~~SOUTHWEST GAS CORPORATION~~		~~Form 10-Q~~
~~March 31, 2016~~

recognition requirements, entities will be required to disclose sufficient information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Entities may choose between two retrospective transition methods when applying the update. In July 2015, the FASB approved a one-year deferral of the effective date (annual periods beginning after December 15, 2017). In March, April, May, and ~~permitted entities~~December of 2016, the FASB issued updates to ~~adopt one year earlier (i.e.~~Topic 606 related to “Principal versus Agent Considerations (Reporting Revenue Gross versus Net)”, “Identifying Performance Obligations and Licensing”, “Narrow-Scope Improvements and Practical Expedients”, and certain “Technical Corrections and Improvements”. The amendments in the ~~original effective date) if they choose.~~first two updates, respectively, provide guidance when another party, along with the entity, is involved in providing a good or service to a customer, and provide clarification with regard to identifying performance obligations and of the licensing implementation guidance in Topic 606. The ~~Company~~third update includes improvements to the guidance on collectability, noncash consideration, and completed contracts at transition. In addition, a practical expedient is provided for contract modifications at transition and an accounting policy election related to the presentation of sales taxes and other similar taxes collected from customers. The fourth update affects narrow aspects of the guidance as issued to date. Management plans to adopt ~~the update~~all of these updates at the required adoption date, which is for interim and annual reporting periods commencing January 1, 2018. ~~The Company~~

Management has substantially completed the evaluation of the sources of revenue and is ~~evaluating what impact this update might have~~currently assessing the effect of the new guidance on its ~~consolidated~~ financial ~~statements~~position, results of operations and ~~disclosures.~~

cash flows. The final assessment is contingent, in part, upon the completion of reviews related to customers with negotiated and unique billing terms. Deliberations have been ongoing by the utility industry, notably in connection with efforts to produce an accounting guide intended to be developed by the American Institute of Certified Public Accountants (“AICPA”). In ~~August 2014,~~association with this undertaking, the ~~FASB issued~~AICPA formed a number of industry task forces, including a Power & Utilities (“P&U”) Task Force, on which Company personnel actively participate via formal membership. Industry representatives and organizations, the largest auditing firms, the AICPA’s Revenue Recognition Working Group and its Financial Reporting Executive Committee have undertaken, and continue to undertake, consideration of several items relevant to the utility industry. Where applicable or necessary, the FASB’s Transition Resource Group (“TRG”) is also participating. Through the P&U Task Force undertakings to date, general determinations have been made that contributions received in aid of construction (“CIAC”) efforts related to the industry’s pipe distribution and transmission systems are reimbursements of expenditures rather than revenue (consistent with current accounting practices). Furthermore, regarding the “collectibility” criterion in the update ~~“Disclosure~~that must be met for revenue recognition, general determinations have been made that contracts for utility service (including service to lower income or lower credit quality customers) represent genuine and valid contracts for which revenue is able to be recognized when service is rendered (consistent with current accounting practices). These determinations by the P&U industry are based on the various measures our industry takes to help ensure collectibility (e.g., proof of ~~Uncertainties about an Entity’s Ability~~creditworthiness, customer deposits, late fee assessment, disconnection, service re-establishment fees, collection processes, etc.), in addition to ~~Continue as a Going Concern,” which requires management~~the regulatory mechanisms established under rate regulation to ~~assess a company’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. Under~~mitigate the update, disclosures are required when conditions give rise to substantial doubt about a company’s ability to continue as a going concern within one year from the financial statement issuance date. The update is effectiveimpacts of individual customer nonpayment. A timeline for the ~~annual period ending after December 15, 2016,~~resolution of all deliberations of P&U efforts has not been established. Southwest continues to actively work with its peers in the rate-regulated natural gas industry and ~~all annual and interim periods thereafter. This update and changes thereto~~with the public accounting profession to finalize the accounting treatment for several other issues that are not expected to be addressed by the P&U Task Force.


SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		March 31, 2017

As of March 31, 2017, the construction services segment has substantially completed the evaluation of sources of revenue and continues to assess the effect of the new guidance on financial position, results of operations and cash flows. The principals of the new revenue recognition guidance are very similar to existing guidance for construction contractors. Similar to the P&U Task Force noted above, the AICPA formed the Engineering and Construction Contractors Task Force to assist the construction industry with implementing the new guidance. The accounting guide the AICPA intends to release is expected to provide implementation guidance related to several issues including 1) combining contracts and separating performance obligations; 2) estimating change orders, incentives, penalties, liquidated damages and other variable consideration items and 3) acceptable measures of progress when recognizing revenue over time.

Given the uncertainty with respect to the conclusions that might arise from the ongoing deliberations on issues associated with both the natural gas and construction services segments, the Company is currently unable to determine the effect the new guidance will have ~~a material impact~~ on its financial position, results of operations, cash flows, business processes, or the ~~Company’s disclosures.~~transition method it will utilize to adopt the new guidance. However, conclusions reached regarding CIAC and collectability criterion with regard to utility service are significant and are aligned with current practices and recognition.

In January 2016, the FASB issued the update “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” in order to improve the recognition and measurement of financial instruments. The update makes targeted improvements to existing U.S. GAAP by: 1) requiring equity investments to be measured at fair value with changes in fair value recognized in net income; 2) requiring the use of the exit price notion when measuring the fair value of financial instruments for disclosure purposes; 3) requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements; 4) eliminating the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; and 5) requiring a reporting entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in ~~the~~ instrument-specific credit risk when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The update is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. All entities can early adopt the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. ~~The Company~~Management is evaluating what impact, if any, this update might have on its consolidated financial statements and disclosures.

In February 2016, the FASB issued the update “Leases (Topic 842)”. Under the update, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date:

A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and

A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. Though companies have historically been required to make disclosures regarding leases and of contractual obligations, leases (with terms longer than a year) will no longer exist off-balance sheet. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. Early application is permitted. ~~The Company~~Management currently plans to adopt the update at the required adoption date, which is for interim and annual reporting periods commencing January 1, 2019. Existing leases have been documented by both segments and management is in the process of determining if special software will be necessary to implement the standard. In addition, management is evaluating the potential impacts of various natural gas industry-related issues in light of the leasing standard. Given the uncertainty with respect to the conclusions that might arise from these deliberations, management is currently unable to determine the effect the new guidance will have on its financial position, results of operations, cash flows, or business processes.


SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		March 31, 2017

In June 2016, the FASB issued the update “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The ~~Company~~update amends guidance on reporting credit losses for financial assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis, the update eliminates the “probable” threshold for initial recognition of credit losses in current U.S. GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset to present the net amount expected to be collected. For available for sale debt securities, credit losses should be measured in a manner similar to current U.S. GAAP, however the update will require that credit losses be presented as an allowance rather than as a write-down. This update affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The update affects loans, debt securities, trade receivables, net investments in leases, off-balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All entities may adopt the amendments in this update earlier as of fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Management is evaluating what impact, if any, this update might have on its consolidated financial statements and disclosures.

In ~~March~~August 2016, the FASB issued the update ~~“Revenue from Contracts~~“Classification of Certain Cash Receipts and Cash Payments”. This update addresses the following specific cash flow issues: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with ~~Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)”. The amendments relate to when another party, along with the entity, is involved~~coupon interest rates that are insignificant in ~~providing a good or service to a customer. Topic 606 Revenue from Contracts with Customers requires an entity to determine whether the nature of its promise is to provide that good or service to the~~


~~SOUTHWEST GAS CORPORATION~~		~~Form 10-Q~~
~~March 31, 2016~~

~~customer (i.e., the entity is a principal) or to arrange for the good or service to be provided~~relation to the ~~customer by the other party (i.e., the entity is an agent). The amendments are intended to improve the operability and understandability~~effective interest rate of the ~~implementation guidance on principal versus agent considerations. The effective date~~borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance (“COLI”) policies; distributions received from equity method investees; beneficial interests in securitization transactions; and transition of these amendments is the same as the effective date and transition of ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The Company plans to adopt the update at the required adoption date, which is for interim and annual reporting periods commencing January 1, 2018. The Company is evaluating what impact this update might have on its consolidated financial statements and disclosures.

In March 2016, the FASB issued the update “Compensation—Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting”. The amendments are intended to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. The update requires the recording of allseparately identifiable cash flows, including identification of the ~~tax effects related to share-based~~predominant nature in cases where cash receipts and payments ~~at settlement (or expiration) through the income statement. Currently, tax benefits in excess~~have aspects of compensation cost (“windfalls”) are recorded in equity, and tax deficiencies (“shortfalls”) are recorded in equity to the extent of previous windfalls, and then recorded in the income statement. While the simplification will reduce some of the administrative complexities by eliminating the need to track a “windfall pool,” it will increase the volatility of income tax expense. The update also allows entities to withhold shares for the employee tax burden up to the employees’ maximum individual tax rate in the relevant jurisdiction without resulting in a liability classification of the award (currently such withholding is limited to the employer’s minimum statutory withholding). The update clarifies that all cash payments made to taxing authorities on the employees’ behalf for withheld shares should be presented as financing activities on the statementmore than one class of cash flows. Also, the update requires all tax-related cash flows resulting from share-based payments be reported as operating activities on the statement of cash flows, a change from the current requirement to present windfall tax benefits as an inflow from financing activities and an outflow from operating activities. The update is effective for fiscal years beginning after December 15, ~~2016,~~2017, including interim periods within those fiscal years. Early adoption is permitted. Management is evaluating the impacts this update might have on its consolidated cash flow statements and disclosures.

In October 2016, the FASB issued the update “Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory.” This update eliminates the current U.S. GAAP exception for all intra-entity sales of assets other than inventory. As a result, a reporting entity would recognize the tax expense from the sale of the asset in the seller’s tax jurisdiction when the transfer occurs, even though the pre-tax effects of that transaction are eliminated in consolidation. Any deferred tax asset that arises in the buyer’s jurisdiction would also be recognized at the time of the transfer. The ~~Company issues share-based payment awards~~update is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted; however, the guidance can only be adopted in the first interim period of a fiscal year. No such election to ~~its employees and~~adopt early was made by management. The modified retrospective approach will be required for transition to the new guidance, with a cumulative-effect adjustment recorded in retained earnings as of the beginning of the period of adoption. Management is evaluating the impacts this update might have on its consolidated financial ~~statements and disclosures.~~statements.

In ~~April 2016,~~January 2017, the FASB issued the update ~~“Revenue~~“Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” The update eliminates Step 2 from ~~Contracts~~the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with ~~Customers~~its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The update also eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendments should be applied on a prospective basis. The update is effective for fiscal and interim periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. Management has determined that this update would have had no impact on the consolidated financial statements for the periods presented if it had been effective during those periods.


SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		March 31, 2017

In March 2017, the FASB issued the update “Compensation – Retirement Benefits (Topic ~~606)~~715): ~~Identifying Performance Obligations~~Improving the Presentation of Net Periodic Pension Cost and ~~Licensing”~~Net Periodic Postretirement Benefit Cost.” The update applies to all employers that offer to their employees defined benefit pension plans, other postretirement benefit plans, or other types of benefits accounted for under Topic 715, Compensation – Retirement Benefits. The update requires that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented, and be appropriately described (or disclosed in the notes when one is not presented). The update ~~clarifies~~also allows only the ~~following aspects~~service cost component (and not the other components of ~~Topic 606: (a) identifying performance obligations;~~periodic benefit costs) to be eligible for capitalization when applicable, making no exception for specialized industries, includingrate-regulated industries. Southwest is a rate-regulated utility offering pension and ~~(b)~~postretirement benefits to retired employees. Rate-regulated entities providing utility and transmission services have historically capitalized a portion of periodic benefit costs (including non-service cost components) in utility infrastructure (for instance, when productive labor is also charged to capital work orders). The portion capitalized becomes a component of depreciation rate development by efforts of companies and their regulatory commissions. The industry is currently evaluating whether this update could cause a difference (not currently existing), between accounting reflected in general purpose financial statements versus financial statements and information utilized for regulatory reporting and ratemaking purposes. Deliberations center on whether companies will be able to implement the ~~licensing implementation guidance. The amendments do not change the core principle~~provisions of the ~~guidance~~update for all purposes, only for general purpose financial reporting purposes, or whether regulatory reporting and economics will give effect to other related changes necessary in ~~Topic 606. Entities may choose between two retrospective transition methods when applying~~general purpose financial statements. If the ~~update. The Company plans to adopt~~provisions of the update cannot be implemented for all purposes, substantial effort could be required to maintain separate records and to provide reasonable reconciliation means for users of both. The update is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. Due to the industry deliberations noted above, management has not fully completed its evaluation at this time. As efforts continue, management will be evaluating the required adoption date, which is for interim and annual reporting periods commencing January 1, 2018. The transition methods and the adoption date are the same as those disclosed for the May 2014 Topic 606 update noted above. The Company is evaluating what impactvarious impacts this update ~~might~~will have on its consolidated financial statements and disclosures.

917


SOUTHWEST GAS ~~CORPORATION~~HOLDINGS, INC.		Form 10-Q
~~March 31, 2016~~SOUTHWEST GAS CORPORATION		March 31, 2017

Note 2 – Components of Net Periodic Benefit Cost

Southwest has a noncontributory qualified retirement plan with defined benefits covering substantially all employees and a separate unfunded supplemental retirement plan (“SERP”) which is limited to officers. Southwest also provides postretirement benefits other than pensions (“PBOP”) to its qualified retirees for health care, dental, and life insurance.

Net periodic benefit costs included in the table below are components of an overhead loading process associated with the cost of labor. The overhead process ultimately results in allocation of net periodic benefit costs to the same accounts to which productive labor is charged. As a result, net periodic benefit costs become components of various accounts, primarily operations and maintenance expense, net utility plant, and deferred charges and other ~~assets.~~assets for both the Company and Southwest.


	Qualified Retirement Plan												Qualified Retirement Plan
	Period Ended March 31,												Period Ended March 31,
	Three Months						Twelve Months						Three Months						Twelve Months
	2016			2015			2016			2015			2017			2016			2017			2016
(Thousands of dollars)
Service cost	$	5,709		$	6,280		$	24,552		$	22,300		$	5,848		$	5,709		$	22,972		$	24,552
Interest cost		11,506			11,058			44,677			43,637			11,520			11,506			46,041			44,677
Expected return on plan assets		(14,140	)		(14,452	)		(57,496	)		(54,458	)		(13,799	)		(14,140	)		(56,217	)		(57,496	)
Amortization of net actuarial loss		6,317			8,185			30,875			25,340			6,001			6,317			24,950			30,875

Net periodic benefit cost	$	9,392		$	11,071		$	42,608		$	36,819		$	9,570		$	9,392		$	37,746		$	42,608


	SERP												SERP
	Period Ended March 31,												Period Ended March 31,
	Three Months						Twelve Months						Three Months						Twelve Months
	2016			2015			2016			2015			2017			2016			2017			2016
(Thousands of dollars)
Service cost	$	82		$	80		$	322		$	299		$	78		$	82		$	327		$	322
Interest cost		465			423			1,737			1,732			471			465			1,865			1,737
Amortization of net actuarial loss		346			324			1,315			911			360			346			1,397			1,315

Net periodic benefit cost	$	893		$	827		$	3,374		$	2,942		$	909		$	893		$	3,589		$	3,374


	PBOP												PBOP
	Period Ended March 31,												Period Ended March 31,
	Three Months						Twelve Months						Three Months						Twelve Months
	2016			2015			2016			2015			2017			2016			2017			2016
(Thousands of dollars)
Service cost	$	374		$	411		$	1,604		$	1,236		$	367		$	374		$	1,492		$	1,604
Interest cost		796			749			3,046			2,871			808			796			3,192			3,046
Expected return on plan assets		(788	)		(866	)		(3,386	)		(3,314	)		(840	)		(788	)		(3,201	)		(3,386	)
Amortization of prior service costs		334			333			1,336			599			334			334			1,335			1,336
Amortization of net actuarial loss		104			87			362			87			—			104			313			362

Net periodic benefit cost	$	820		$	714		$	2,962		$	1,479		$	669		$	820		$	3,131		$	2,962

1018


SOUTHWEST GAS ~~CORPORATION~~HOLDINGS, INC.		Form 10-Q
~~March 31, 2016~~SOUTHWEST GAS CORPORATION		March 31, 2017

Note 3 – Segment Information

The Company has two reportable segments: natural gas operations and construction services. Southwest has a single reportable segment that is referred to herein as the natural gas operations segment of the company. In order to reconcile to net income as disclosed in the Condensed Consolidated Income Statements, an Other column is included associated with impacts related to corporate and administrative activities related to Southwest Gas Holdings, Inc. The following tables present revenues from external customers, intersegment revenues, and segment net income for the two reportable segments (thousands of dollars):

   Natural Gas    Construction
   Operations    Services    Total
Three months ended March 31, 2016

Revenues from external customers
   $ 525,100       $ 183,961       $ 709,061
Intersegment revenues
   —         22,187       22,187






Total
   $ 525,100       $ 206,148       $ 731,248
��





Segment net income (loss)
   $ 77,583       $ (2,137 )    $ 75,446






Three months ended March 31, 2015

Revenues from external customers
   $ 553,115       $ 161,089       $ 714,204
Intersegment revenues
   —         20,016       20,016






Total
   $ 553,115       $ 181,105       $ 734,220






Segment net income (loss)
   $ 78,921       $ (6,938 )    $ 71,983






   Natural Gas    Construction
   Operations    Services    Total
Twelve months ended March 31, 2016

Revenues from external customers
   $ 1,426,624       $ 927,742       $ 2,354,366
Intersegment revenues
   —         106,287       106,287






Total
   $ 1,426,624       $ 1,034,029       $ 2,460,653






Segment net income
   $ 110,287       $ 31,493       $ 141,780






Twelve months ended March 31, 2015

Revenues from external customers
   $ 1,448,709       $ 710,368       $ 2,159,077
Intersegment revenues
   —         88,454       88,454






Total
   $ 1,448,709       $ 798,822       $ 2,247,531






Segment net income
   $ 123,194       $ 19,132       $ 142,326


~~SOUTHWEST GAS CORPORATION~~		~~Form 10-Q~~
~~March 31, 2016~~


	Natural Gas		Construction
	Operations		Services			Other			Total
Three months ended March 31, 2017
Revenues from external customers	$	462,602	$	170,839		$	—		$	633,441
Intersegment revenues		—		21,296			—			21,296

Total	$	462,602	$	192,135		$	—		$	654,737

Segment net income (loss)	$	76,938	$	(7,334	)	$	(296	)	$	69,308

Three months ended March 31, 2016
Revenues from external customers	$	525,100	$	183,961		$	—		$	709,061
Intersegment revenues		—		22,187			—			22,187

Total	$	525,100	$	206,148		$	—		$	731,248

Segment net income (loss)	$	77,583	$	(2,137	)	$	—		$	75,446


	Natural Gas		Construction
	Operations		Services			Other			Total
Twelve months ended March 31, 2017
Revenues from external customers	$	1,258,914	$	1,027,835		$	—		$	2,286,749
Intersegment revenues		—		97,230			—			97,230

Total	$	1,258,914	$	1,125,065		$	—		$	2,383,979

Segment net income (loss)	$	118,778	$	27,421		$	(296	)	$	145,903

Twelve months ended March 31, 2016
Revenues from external customers	$	1,426,624	$	927,742		$	—		$	2,354,366
Intersegment revenues		—		106,287			—			106,287

Total	$	1,426,624	$	1,034,029		$	—		$	2,460,653

Segment net income	$	110,287	$	31,493		$	—		$	141,780

Note 4 – Derivatives and Fair Value Measurements

Derivatives. In managing its natural gas supply portfolios, Southwest has historically entered into fixed- and variable-price contracts, which qualify as derivatives. Additionally, Southwest utilizes fixed-for-floating swap contracts (“Swaps”) to supplement its fixed-price contracts. The fixed-price contracts, firm commitments to purchase a fixed amount of gas in the future at a fixed price, qualify for the normal purchases and normal sales exception that is allowed for contracts that are probable of delivery in the normal course of business, and are exempt from fair value reporting. The variable-price contracts have no significant market value. The Swaps are recorded at fair value.

The fixed-price contracts and Swaps are utilized by Southwest under its volatility mitigation programs to effectively fix the price on a portion (up to 25% in the Arizona and California jurisdictions) of its natural gas supply portfolios. The maturities of the Swaps highly correlate to forecasted purchases of natural gas, during time frames ranging from April ~~2016~~2017 through March ~~2018.~~2019. Under such contracts, Southwest pays the counterparty a fixed rate and receives from the counterparty a floating rate per MMBtu (“dekatherm”) of natural gas. Only the net differential is actually paid or received. The differential is calculated based on the notional amounts under the contracts, which are detailed in the table below (thousands of dekatherms):

   March 31, 2016    December 31, 2015
Contract notional amounts
   8,076       7,407


	March 31, 2017		December 31, 2016
Contract notional amounts		8,799		10,543

Southwest does not utilize derivative financial instruments for speculative purposes, nor does it have trading operations.


SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		March 31, 2017

The following table sets forth the gains and (losses) recognized on the ~~Company’s~~ Swaps (derivatives) for the three- and twelve-month periods ended March 31, ~~2016~~2017 and ~~2015~~2016 and their location in the Condensed Consolidated Statements of ~~Income:~~Income for both the Company and Southwest:

Gains (losses) recognized in income for derivatives not designated as hedging instruments:

(Thousands of dollars)


Instrument	Location of Gain or (Loss) Recognized in Income on Derivative		Three Months Ended						Twelve Months Ended
			March 31						March 31
																Three Months Ended							Twelve Months Ended
															Location of Gain or (Loss)		March 31							March 31
Instrument		Location of Gain or (Loss) Recognized in Income on Derivative		2016			2015			2016			2015			Recognized in Income on Derivative		2017			2016				2017			2016
			$	(1,212	)	$	(2,114	)	$	(6,696	)	$	(10,467	)	Net cost of gas sold		$	(5,137	)	$	(1,212	)		$	1,081		$	(6,696	)
				1,212	*		2,114	*		6,696	*		10,467	*	Net cost of gas sold			5,137	*		1,212	*			(1,081	)*		6,696	*

Total			$	—		$	—		$	—		$	—				$	—		$	—			$	—		$	—

*	Represents the impact of regulatory deferral accounting treatment under U.S. GAAP for rate-regulated entities.

No gains (losses) were recognized in net income or other comprehensive income during the periods presented for derivatives designated as cash flow hedging instruments. Previously, Southwest entered into two forward-starting interest rate swaps (“FSIRS”), both of which were designated cash flow hedges, to partially hedge the risk of interest rate variability during the period leading up to the planned issuance of debt. The first FSIRS terminated in December 2010. The second FSIRS terminated in March 2012. Losses on both FSIRS are being amortized over ten-year periods from Accumulated other comprehensive income (loss) into interest expense.


~~SOUTHWEST GAS CORPORATION~~		~~Form 10-Q~~
~~March 31, 2016~~

The following table sets forth the fair values of the ~~Company’s~~ Swaps and their location in the Condensed Consolidated Balance Sheets for both the Company and Southwest (thousands of dollars):

Fair values of derivatives not designated as hedging instruments:


March 31, 2016 Instrument	Balance Sheet Location	Asset Derivatives		Liability Derivatives			Net Total
March 31, 2017 Instrument										Balance Sheet Location	Asset Derivatives		Liability Derivatives			Net Total
Swaps	Prepaids and other current assets	$	116	$	—		$	116		Prepaids and other current assets	$	142	$	(20	)	$	122
Swaps	Other current liabilities		120		(2,523	)		(2,403	)	Other current liabilities		167		(697	)		(530	)
Swaps	Other deferred credits		—		(88	)		(88	)	Other deferred credits		—		(736	)		(736	)

Total		$	236	$	(2,611	)	$	(2,375	)		$	309	$	(1,453	)	$	(1,144	)


December 31, 2015 Instrument	Balance Sheet Location	Asset Derivatives		Liability Derivatives			Net Total
December 31, 2016 Instrument										Balance Sheet Location	Asset Derivatives		Liability Derivatives			Net Total
Swaps	Other current liabilities	$	—	$	(4,267	)	$	(4,267	)	Deferred charges and other assets	$	899	$	(54	)	$	845
Swaps	Other deferred credits		4		(1,223	)		(1,219	)	Prepaids and other current assets		3,551		(19	)		3,532

Total		$	4	$	(5,490	)	$	(5,486	)		$	4,450	$	(73	)	$	4,377

The estimated fair values of the natural gas derivatives were determined using future natural gas index prices (as more fully described below). ~~The Company has master~~Master netting arrangements exist with each counterparty that provide for the net settlement (in the settlement month) of all contracts through a single payment. As applicable, ~~the Company~~management has elected to reflect the net amounts in its balance sheets. ~~The Company had~~There was no outstanding collateral associated with the Swaps during either period shown in the above table.

Pursuant to regulatory deferral accounting treatment for rate-regulated entities, ~~Southwest records the~~ unrealized gains and losses in fair value of the Swaps are recorded as a regulatory asset and/or liability. When the Swaps mature, ~~Southwest reverses~~ any prior positions held are reversed and ~~records~~ the settled position is recorded as an increase or decrease of purchased gas under the related purchased gas adjustment (“PGA”) mechanism in determining its deferred PGA balances. Neither changes in fair value, nor settled amounts, of Swaps have a direct effect on earnings or other comprehensive income.


SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		March 31, 2017

The following table shows the amounts Southwest paid to and received from counterparties for settlements of matured Swaps.

(Thousands of dollars)    Three Months Ended
March 31, 2016    Twelve Months Ended
March 31, 2016
Paid to counterparties
   $ 4,324       $ 7,891

~~No amounts were received from counterparties during either period indicated above.~~


	Three Months Ended		Twelve Months Ended
(Thousands of dollars)	March 31, 2017		March 31, 2017
Paid to counterparties	$	1,301	$	2,560

Received from counterparties	$	1,685	$	2,411

The following table details the regulatory assets/(liabilities) offsetting the derivatives at fair value in the Condensed Consolidated Balance Sheets for both the Company and Southwest (thousands of dollars).

March 31, 2016
Instrument

Balance Sheet Location
   Net Total
Swaps

Other current liabilities
   $ (116 )
Swaps

Prepaids and other current assets
   2,403
Swaps

Deferred charges and other assets
   88

December 31, 2015

Instrument

Balance Sheet Location

Net Total

March 31, 2017

Instrument

Balance Sheet Location

Net Total

Swaps

Prepaids and other current assets

4,267

Other current liabilities

(122

)

Swaps

Deferred charges and other assets

1,219

Prepaids and other current assets

530

Swaps

Deferred charges and other assets

736

December 31, 2016

Instrument

Balance Sheet Location

Net Total

Swaps

Other deferred credits

(845

)

Swaps

Other current liabilities

(3,532

)

Fair Value Measurements. The estimated fair values of Southwest’s Swaps were determined at March 31, ~~2016~~2017 and December 31, ~~2015~~2016 using New York Mercantile Exchange (“NYMEX”) futures settlement prices for delivery of natural gas at Henry Hub adjusted by the price of NYMEX ClearPort basis Swaps, which reflect the difference between the price of natural gas at a given delivery basin and the Henry Hub pricing points. These Level 2 inputs (inputs, other than quoted prices, for similar assets or liabilities) are observable in the marketplace throughout the full term of the Swaps, but have been credit-risk adjusted with no significant impact to the overall fair value measurement.


~~SOUTHWEST GAS CORPORATION~~		~~Form 10-Q~~
~~March 31, 2016~~

The following table sets forth, by level within the three-level fair value hierarchy that ranks the inputs used to measure fair value by their reliability, the ~~Company’s~~ financial assets and liabilities that were accounted for at fair ~~value:~~value by both the Company and Southwest:

Level 2 - Significant other observable inputs


(Thousands of dollars)	March 31, 2016			December 31, 2015			March 31, 2017			December 31, 2016
Assets at fair value:
Prepaids and other current assets - Swaps	$	116		$	—		$	122		$	3,532

Deferred charges and other assets - Swaps								—			845
Liabilities at fair value:
Other current liabilities - Swaps		(2,403	)		(4,267	)		(530	)		—
Other deferred credits - Swaps		(88	)		(1,219	)		(736	)		—

Net Assets (Liabilities)	$	(2,375	)	$	(5,486	)	$	(1,144	)	$	4,377

No financial assets or liabilities associated with the Swaps, which were accounted for at fair value, fell within Level 1 (quoted prices in active markets for identical financial assets) or Level 3 (significant unobservable inputs) of the fair value hierarchy.

With regard to the fair values of assets associated with ~~the Company’s~~ pension and postretirement benefit plans, asset values were last updated as required as of December ~~2015.~~2016. Refer to Note 10 – Pension and Other Post Retirement Benefits in the ~~2015~~2016 Annual Report to Shareholders on Form 10-K.


SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		March 31, 2017

Note 5 – Common Stock

In January 2017, the holding company reorganization was made effective and each outstanding share of Southwest Gas Corporation common stock was converted into a share of common stock in Southwest Gas Holdings, Inc., on a one-for-one basis. The ticker symbol of the stock, “SWX,” remained unchanged, and Southwest Gas Corporation became a wholly owned subsidiary of Southwest Gas Holdings, Inc.

On March ~~10, 2015,~~29, 2017, the Company filed with the Securities Exchange Commission (“SEC”) an automatic shelf registration statement on Form S-3 (File No. ~~333-202633)~~333-217018), which became effective upon filing, for the offer and sale of up to ~~$100,000,000~~$150 million of ~~the Company’s~~ common stock from time to time in at-the-market offerings under the prospectus included therein and in accordance with the Sales Agency Agreement, dated March ~~10, 2015,~~29, 2017, between the Company and BNY Mellon Capital Markets, LLC (the “Equity Shelf Program”). ~~During the three months ending March 31, 2016, the Company sold no~~No shares ~~through the continuous equity offering program. Since the start~~ of the ~~program in March 2015, the Company has sold an aggregate of 645,225 shares of~~Company’s common stock have been sold under this program resulting in proceeds to the Company of $35,167,584, net of $355,228 in agent commissions. As of March 31, 2016, the Company had up to $64,477,188 of common stock available for sale under the program. Net proceeds from the sale of shares of common stock under the Equity Shelf Program are intended for general corporate purposes, including the acquisition of property for the construction, completion, extension or improvement of pipeline systems and facilities located in and around the communities Southwest serves.that registration statement.

~~In addition, during~~During the three months ended March 31, ~~2016,~~2017, the Company issued approximately ~~93,000~~67,000 shares of common stock through the ~~Stock Incentive Plan,~~ Restricted Stock/Unit Plan and Management Incentive Plan.

Note 6 – Long-Term Debt

Carrying amounts of ~~the Company’s~~ long-term debt and ~~their~~ related estimated fair values as of March 31, ~~2016~~2017 and December 31, ~~2015~~2016 are disclosed in the following table. ~~The fair values of the~~Southwest’s revolving credit facility (including commercial paper) and the variable-rate Industrial Development Revenue Bonds (“IDRBs”) approximate their carrying values, as they are repaid quickly (in the case of credit facility borrowings) and have interest rates that reset frequently. ~~They~~These are categorized as Level 1 ~~(quoted prices for identical financial instruments) within thethree-level~~ ~~fair value hierarchy that ranks the inputs used to measure fair value by their reliability,~~ due to ~~the Company’s~~Southwest’s ability to access similar debt arrangements at measurement dates with comparable terms, including variable rates. The fair values of Southwest’s debentures, senior notes, and fixed-rate IDRBs were determined utilizing a market-based valuation approach, where fair market values are determined based on evaluated pricing data, such as broker quotes and yields


~~SOUTHWEST GAS CORPORATION~~		~~Form 10-Q~~
~~March 31, 2016~~

for similar securities adjusted for observable differences. Significant inputs used in the valuation generally include benchmark yield curves, credit ratings and issuer spreads. The external credit rating, coupon rate, and maturity of each security are considered in the valuation, as applicable. The market values of debentures and fixed-rate IDRBs are categorized as Level 2 (observable market inputs based on market prices of similar securities). The Centuri secured revolving credit and term loan facility and Centuri other debt obligations (not actively traded) are categorized as Level 3, based on significant unobservable inputs to their fair values. Since Centuri’s debt is not publicly traded, fair values for the secured revolving credit and term loan facility and other debt obligations were based on a conventional discounted cash flow methodology and utilized current market pricing yield curves, across Centuri’s debt maturity spectrum, of other industrial bonds with an assumed credit rating comparable to the Company’s.

   March 31, 2016    December 31, 2015
   Carrying
Amount    Market
Value    Carrying
Amount    Market
Value
(Thousands of dollars)

Debentures:

Notes, 4.45%, due 2020
   $ 125,000       $ 132,708       $ 125,000       $ 130,273
Notes, 6.1%, due 2041
   125,000       143,638       125,000       141,581
Notes, 3.875%, due 2022
   250,000       265,240       250,000       253,600
Notes, 4.875%, due 2043
   250,000       255,485       250,000       251,483
8% Series, due 2026
   75,000       97,286       75,000       97,035
Medium-term notes, 7.59% series, due 2017
   25,000       26,016       25,000       26,253
Medium-term notes, 7.78% series, due 2022
   25,000       30,439       25,000       29,855
Medium-term notes, 7.92% series, due 2027
   25,000       32,188       25,000       31,890
Medium-term notes, 6.76% series, due 2027
   7,500       8,762       7,500       8,684
Unamortized discount and debt issuance costs
   (6,017 )       (6,137 )





   901,483          901,363





Revolving credit facility and commercial paper
   —         —         150,000       150,000





Industrial development revenue bonds:

Variable-rate bonds:

Tax-exempt Series A, due 2028
   50,000       50,000       50,000       50,000
2003 Series A, due 2038
   50,000       50,000       50,000       50,000
2008 Series A, due 2038
   50,000       50,000       50,000       50,000
2009 Series A, due 2039
   50,000       50,000       50,000       50,000
Fixed-rate bonds:

4.85% 2005 Series A, due 2035
   100,000       101,410       100,000       100,452
4.75% 2006 Series A, due 2036
   24,855       25,084       24,855       25,130
Unamortized discount and debt issuance costs
   (3,765 )       (3,946 )





   321,090          320,909





Centuri term loan facility
   117,556       117,658       112,571       112,665
Unamortized debt issuance costs
   (601 )       (692 )





   116,955          111,879





Centuri secured revolving credit facility
   38,885       38,912       60,627       60,724
Centuri other debt obligations
   59,151       58,963       25,901       26,059





   1,437,564          1,570,679
Less: current maturities
   (48,596 )       (19,475 )





Long-term debt, less current maturities
   $ 1,388,968          $ 1,551,204


SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		March 31, 2017


	March 31, 2017					December 31, 2016
	Carrying			Market		Carrying			Market
	Amount			Value		Amount			Value
(Thousands of dollars)
Southwest Gas Corporation:
Debentures:
Notes, 4.45%, due 2020	$	125,000		$	130,193	$	125,000		$	129,703
Notes, 6.1%, due 2041		125,000			150,255		125,000			149,734
Notes, 3.875%, due 2022		250,000			257,328		250,000			254,900
Notes, 4.875%, due 2043		250,000			264,968		250,000			266,793
Notes, 3.8%, due 2046		300,000			282,501		300,000			283,029
8% Series, due 2026		75,000			94,822		75,000			94,691
Medium-term notes, 7.59% series, due 2017		—			—		25,000			25,040
Medium-term notes, 7.78% series, due 2022		25,000			29,269		25,000			29,290
Medium-term notes, 7.92% series, due 2027		25,000			31,947		25,000			31,905
Medium-term notes, 6.76% series, due 2027		7,500			8,792		7,500			8,769
Unamortized discount and debt issuance costs		(9,788	)				(9,931	)

		1,172,712					1,197,569

Revolving credit facility and commercial paper		15,000			15,000		5,000			5,000

Industrial development revenue bonds:
Variable-rate bonds:
Tax-exempt Series A, due 2028		50,000			50,000		50,000			50,000
2003 Series A, due 2038		50,000			50,000		50,000			50,000
2008 Series A, due 2038		50,000			50,000		50,000			50,000
2009 Series A, due 2039		50,000			50,000		50,000			50,000
Unamortized discount and debt issuance costs		(2,397	)				(2,489	)

		197,603					197,511

Less: current maturities		—					(25,000	)

Long-term debt, less current maturities - Southwest Gas Corporation		1,385,315					1,375,080

Centuri:
Centuri term loan facility		105,358			105,944		106,700			106,819
Unamortized debt issuance costs		(485	)				(516	)

		104,873					106,184
Centuri secured revolving credit facility		51,054			51,144		41,185			41,292
Centuri other debt obligations		48,954			49,078		52,635			52,840
Less: current maturities		(26,064	)				(25,101	)

Long-term debt, less current maturities - Centuri		178,817					174,903

Consolidated Southwest Gas Holdings, Inc.:
Long-term debt		1,590,196					1,600,084
Less: current maturities		(26,064	)				(50,101	)

Long-term debt, less current maturities - Southwest Gas Holdings, Inc.	$	1,564,132				$	1,549,983

In March ~~2016, the Company~~2017, Southwest amended its credit facility, increasing the borrowing capacity from $300 million ~~credit facility. The~~to $400 million. Also, the facility was previously scheduled to expire in March ~~2020~~2021 and was extended to March ~~2021. The Company will continue~~2022. Southwest continues to ~~use~~designate $150 million of capacity related to the facility as long-term debt and with the total capacity now available, has designated the remaining ~~$150~~$250 million for working capital purposes. Interest rates for the credit facility are calculated at either the London Interbank Offered Rate (“LIBOR”) or an “alternate base rate,” plus in each case an applicable margin that is determined based on the ~~Company’s~~Southwest’s senior unsecured debt rating. At March 31, ~~2016,~~2017, the applicable margin is 1% for loans bearing interest with reference to LIBOR and 0% for loans bearing interest with reference to the alternative base rate. At March 31, ~~2016,~~2017, $15 million was outstanding on the long-term and no borrowings were outstanding on ~~either~~ the short-term ~~or long-term~~ portions of ~~the~~this credit facility.

1523


SOUTHWEST GAS ~~CORPORATION~~HOLDINGS, INC.		Form 10-Q
~~March 31, 2016~~SOUTHWEST GAS CORPORATION		March 31, 2017

Centuri has a $300 million secured revolving credit and term loan facility that is scheduled to expire in October 2019. At March 31, ~~2016,~~2017, $156 million in borrowings were outstanding on the Centuri facility. Centuri assets securing the facility at March 31, ~~2016~~2017 totaled ~~$450~~$412 million.

Note 7 – Short-Term Debt

In ~~January 2016, Centuri~~March 2017, Southwest Gas Holdings, Inc. entered into a ~~$40~~credit facility with a borrowing capacity of $100 million ~~equipment loan due~~that expires in ~~February 2021 under~~March 2022. The Company intends to utilize this facility for short-term financing needs. Interest rates for this facility are calculated at either the LIBOR or the “alternate base rate,” plus in each case an ~~existing master loan~~applicable margin that is determined based on the Company’s senior unsecured debt rating. The applicable margin ranges from 0.75% to 1.5% for loans bearing interest with reference to LIBOR and ~~security agreement.~~from 0% to 0.5% for loans bearing interest with reference to the alternative base rate. The Company is also required to pay a commitment fee on the unfunded portion of the commitments based on its senior unsecured long-term debt rating. The commitment fee ranges from 0.075% to 0.2% per annum. At March 31, 2017, no borrowings were outstanding on this facility.

Note 78 – Equity, Other Comprehensive Income, and Accumulated Other Comprehensive Income

The table below provides details of activity in equity and the redeemable noncontrolling interest for Southwest Gas Holdings, Inc. on a consolidated basis during the three months ended March 31, ~~2016.~~2017.


	Southwest Gas Corporation Equity																					Southwest Gas Holdings, Inc. Equity
							Accumulated												Redeemable									Accumulated												Redeemable
					Additional		Other						Non-						Noncontrolling							Additional		Other						Non-						Noncontrolling
	Common Stock				Paid-in		Comprehensive			Retained			controlling						Interest			Common Stock				Paid-in		Comprehensive			Retained			controlling						Interest
(In thousands, except per share amounts)	Shares		Amount		Capital		Income (Loss)			Earnings			Interest			Total			(Temporary Equity)			Shares		Amount		Capital		Income (Loss)			Earnings			Interest			Total			(Temporary Equity)
DECEMBER 31, 2015		47,377	$	49,007	$	896,448	$	(50,268	)	$	699,221		$	(2,083	)	$	1,592,325		$	16,108
DECEMBER 31, 2016																							47,482	$	49,112	$	903,123	$	(48,008	)	$	759,263		$	(2,217	)	$	1,661,273		$	22,590
Common stock issuances		93		93		2,015											2,108						67		67		6,239											6,306
Net income (loss)											75,446			(16	)		75,430			(75	)											69,308			(45	)		69,263			(258	)
Redemption value adjustments																																(1,288	)					(1,288	)		1,288
Foreign currency exchange translation adj.								756									756			26									213									213			7
Other comprehensive income (loss):
Net actuarial gain (loss) arising during period, less amortization of unamortized benefit plan cost, net of tax								607									607												595									595
Amounts reclassified to net income, net of tax (FSIRS)								519									519												518									518
Centuri distribution to redeemable noncontrolling interest																				(99	)
Centuri dividend to redeemable noncontrolling interest																																									(102	)
Dividends declared
Common: $0.45 per share											(21,562	)					(21,562	)
Common: $0.495 per share																																(23,761	)					(23,761	)

MARCH 31, 2016		47,470	$	49,100	$	898,463	$	(48,386	)	$	753,105		$	(2,099	)	$	1,650,183		$	15,960
MARCH 31, 2017																							47,549	$	49,179	$	909,362	$	(46,682	)	$	803,522		$	(2,262	)	$	1,713,119		$	23,525


SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		March 31, 2017

The table below provides details of activity in equity for Southwest Gas Corporation during the three months ended March 31, 2017. Effective in January 2017, Southwest became subsidiary of Southwest Gas Holdings, Inc., and only equity shares of the latter are publicly traded, under the ticker symbol “SWX.”


	Southwest Gas Corporation Equity
							Accumulated
					Additional		Other
	Common Stock				Paid-in		Comprehensive			Retained
(In thousands, except per share amounts)	Shares		Amount		Capital		Income (Loss)			Earnings			Total
DECEMBER 31, 2016		47,482	$	49,112	$	897,346	$	(45,639	)	$	767,061		$	1,667,880
Net income											76,938			76,938
Other comprehensive income (loss):
Net actuarial gain (loss) arising during period, less amortization of unamortized benefit plan cost, net of tax								595						595
Amounts reclassified to net income, net of tax (FSIRS)								518						518
Distribution to Southwest Gas Holdings, Inc. investment in discontinued operations											(182,773	)		(182,773	)
Stock-based compensation (a)						5,906					(195	)		5,711
Dividends declared to Southwest Gas Holdings, Inc.											(18,530	)		(18,530	)

MARCH 31, 2017		47,482	$	49,112	$	903,252	$	(44,526	)	$	642,501		$	1,550,339

(a)	Stock-based compensation is based on stock awards of Southwest Gas Corporation to be issued in shares of Southwest Gas Holdings, Inc.

The table above gives effect to the holding company reorganization whereby Southwest and Centuri became subsidiaries of the Company. The historic investment in Centuri was distributed to the parent holding company. This presentation is only applicable to Southwest and not to the Company overall, as Centuri continues to be included in the continuing operations of the Company. Also in connection with the holding company creation, compensation plans of Southwest include programs that will be settled with equity shares issued by Southwest Gas Holdings, Inc. Management has determined that when no consideration is directly exchanged for these programs between Southwest and the Company, the accounting impact at Southwest for these programs is reflected both as compensation expense and as an equity contribution (of the parent) in Southwest.

The following information provides insight into amounts impacting the Company’s Other Comprehensive Income (Loss), both before and after-tax, within the Condensed Consolidated Statements of Comprehensive Income, which also impact Accumulated Other Comprehensive Income in the ~~Company’s~~ Condensed Consolidated Balance Sheets and the associated column in the equity table above, as well as the Redeemable Noncontrolling Interest. See Note 4 – Derivatives and Fair Value Measurements for additional information on the FSIRS.


SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		March 31, 2017

Related Tax Effects Allocated to Each Component of Other Comprehensive Income (Loss)

(Thousands of dollars)

   Three Months Ended
March 31, 2016 Three Months Ended
March 31, 2015
   Before-
Tax
Amount Tax
(Expense)
or Benefit (1) Net-of-
Tax
Amount Before-
Tax
Amount Tax
(Expense)
or Benefit (1) Net-of-
Tax
Amount

Defined benefit pension plans:

Amortization of prior service cost
   $ 334    $ (127 ) $ 207    $ 333    $ (127 ) $ 206
Amortization of net actuarial (gain)/loss
   6,767    (2,571 ) 4,196    8,596    (3,266 ) 5,330
Regulatory adjustment
   (6,123 ) 2,327    (3,796 ) (7,787 ) 2,959    (4,828 )


Pension plans other comprehensive income (loss)
   978    (371 ) 607    1,142    (434 ) 708
FSIRS (designated hedging activities):

Amounts reclassifed into net income
   836    (317 ) 519    836    (317 ) 519


FSIRS other comprehensive income
   836    (317 ) 519    836    (317 ) 519
Foreign currency translation adjustments:

Translation adjustments
   782    —      782    (1,272 ) —      (1,272 )


Foreign currency other comprehensive income (loss)
   782    —      782    (1,272 ) —      (1,272 )


Total other comprehensive income (loss)
   $ 2,596    $ (688 ) $ 1,908    $ 706    $ (751 ) $ (45 )


~~SOUTHWEST GAS CORPORATION~~		~~Form 10-Q~~
~~March 31, 2016~~


																			Three Months Ended									Three Months Ended
																			March 31, 2017									March 31, 2016
																			Before-			Tax			Net-of-			Before-			Tax			Net-of-
																			Tax			(Expense)			Tax			Tax			(Expense)			Tax
																			Amount			or Benefit (1)			Amount			Amount			or Benefit (1)			Amount
Defined benefit pension plans:
Amortization of prior service cost																			$	334		$	(127	)	$	207		$	334		$	(127	)	$	207
Amortization of net actuarial (gain)/loss																				6,361			(2,417	)		3,944			6,767			(2,571	)		4,196
Regulatory adjustment																				(5,735	)		2,179			(3,556	)		(6,123	)		2,327			(3,796	)

Pension plans other comprehensive income (loss)																				960			(365	)		595			978			(371	)		607
FSIRS (designated hedging activities):
Amounts reclassifed into net income																				836			(318	)		518			836			(317	)		519

FSIRS other comprehensive income																				836			(318	)		518			836			(317	)		519

Total other comprehensive income (loss) - Southwest Gas Corporation																				1,796			(683	)		1,113			1,814			(688	)		1,126

Foreign currency translation adjustments:
Translation adjustments																				220			—			220			782			—			782

Foreign currency other comprehensive income (loss)																				220			—			220			782			—			782

Total other comprehensive income (loss) - Southwest Gas Holdings, Inc.																			$	2,016		$	(683	)	$	1,333		$	2,596		$	(688	)	$	1,908


																			Twelve Months Ended									Twelve Months Ended
	Twelve Months Ended March 31, 2016									Twelve Months Ended March 31, 2015									March 31, 2017									March 31, 2016
	Before-			Tax			Net-of-			Before-			Tax			Net-of-			Before-			Tax			Net-of-			Before-			Tax			Net-of-
	Tax			(Expense)			Tax			Tax			(Expense)			Tax			Tax			(Expense)			Tax			Tax			(Expense)			Tax
	Amount			or Benefit (1)			Amount			Amount			or Benefit (1)			Amount			Amount			or Benefit (1)			Amount			Amount			or Benefit (1)			Amount
Defined benefit pension plans:
Net actuarial gain/(loss)	$	(30,519	)	$	11,597		$	(18,922	)	$	(173,646	)	$	65,985		$	(107,661	)	$	(22,770	)	$	8,652		$	(14,118	)	$	(30,519	)	$	11,597		$	(18,922	)
Amortization of prior service cost		1,336			(507	)		829			599			(228	)		371			1,335			(507	)		828			1,336			(507	)		829
Amortization of net actuarial (gain)/loss		32,552			(12,370	)		20,182			26,338			(10,008	)		16,330			26,660			(10,131	)		16,529			32,552			(12,370	)		20,182
Prior service cost		—			—			—			(6,661	)		2,531			(4,130	)
Regulatory adjustment		(3,982	)		1,514			(2,468	)		137,699			(52,326	)		85,373			(5,196	)		1,974			(3,222	)		(3,982	)		1,514			(2,468	)

Pension plans other comprehensive income (loss)		(613	)		234			(379	)		(15,671	)		5,954			(9,717	)		29			(12	)		17			(613	)		234			(379	)

FSIRS (designated hedging activities):
Amounts reclassifed into net income		3,344			(1,271	)		2,073			3,345			(1,271	)		2,074			3,345			(1,271	)		2,074			3,344			(1,271	)		2,073

FSIRS other comprehensive income (loss)		3,344			(1,271	)		2,073			3,345			(1,271	)		2,074			3,345			(1,271	)		2,074			3,344			(1,271	)		2,073

Total other comprehensive income (loss) - Southwest Gas Corporation																				3,374			(1,283	)		2,091			2,731			(1,037	)		1,694

Foreign currency translation adjustments:
Translation adjustments		100			—			100			(1,931	)		—			(1,931	)		(401	)		—			(401	)		100			—			100

Foreign currency other comprehensive income (loss)		100			—			100			(1,931	)		—			(1,931	)		(401	)		—			(401	)		100			—			100

Total other comprehensive income (loss)	$	2,831		$	(1,037	)	$	1,794		$	(14,257	)	$	4,683		$	(9,574	)
Total other comprehensive income (loss) - Southwest Gas Holdings, Inc.																			$	2,973		$	(1,283	)	$	1,690		$	2,831		$	(1,037	)	$	1,794

(1)

Tax amounts are calculated using a 38% rate. The Company has elected to indefinitely reinvest the earnings of Centuri’s Canadian subsidiaries in Canada, thus preventing deferred taxes on such earnings. As a result of this assertion, the Company is not recognizing any tax effect or presenting a tax expense or benefit for the currency translation adjustment amount reported in Other Comprehensive Income, as repatriation of earnings is not anticipated.

Approximately $2.1 million of realized losses (net of tax) related to the FSIRS, reported in Accumulated other comprehensive income (“AOCI”) at March 31, ~~2016,~~2017, will be reclassified into interest expense within the next 12 months as the related interest payments on long-term debt occur.


SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		March 31, 2017

The following table represents a rollforward of AOCI, presented on the Company’s Condensed Consolidated Balance Sheets:

AOCI - Rollforward

(Thousands of dollars)


	Defined Benefit Plans									FSIRS									Foreign Currency Items											Defined Benefit Plans									FSIRS									Foreign Currency Items
	Before-Tax			Tax (Expense) Benefit (4)			After- Tax			Before- Tax			Tax (Expense) Benefit			After-Tax			Before- Tax			Tax (Expense) Benefit (4)		After-Tax			AOCI			Before-Tax			Tax (Expense) Benefit (4)			After-Tax			Before-Tax			Tax (Expense) Benefit (4)			After-Tax			Before-Tax			Tax (Expense) Benefit		After-Tax			AOCI
Beginning Balance AOCI December 31, 2015	$	(57,660	)	$	21,911		$	(35,749	)	$	(19,344	)	$	7,350		$	(11,994	)	$	(2,525	)	$	—	$	(2,525	)	$	(50,268	)
Beginning Balance AOCI December 31, 2016																														$	(57,613	)	$	21,893		$	(35,720	)	$	(15,999	)	$	6,080		$	(9,919	)	$	(2,369	)	$	—	$	(2,369	)	$	(48,008	)

Translation adjustments		—			—			—			—			—			—			782			—		782			782			—			—			—			—			—			—			220			—		220			220

Other comprehensive income before reclassifications		—			—			—			—			—			—			782			—		782			782			—			—			—			—			—			—			220			—		220			220
FSIRS amounts reclassified from AOCI (1)		—			—			—			836			(317	)		519			—			—		—			519			—			—			—			836			(318	)		518			—			—		—			518
Amortization of prior service cost (2)		334			(127	)		207			—			—			—			—			—		—			207			334			(127	)		207			—			—			—			—			—		—			207
Amortization of net actuarial loss (2)		6,767			(2,571	)		4,196			—			—			—			—			—		—			4,196			6,361			(2,417	)		3,944			—			—			—			—			—		—			3,944
Regulatory adjustment (3)		(6,123	)		2,327			(3,796	)		—			—			—			—			—		—			(3,796	)		(5,735	)		2,179			(3,556	)		—			—			—			—			—		—			(3,556	)

Net current period other comprehensive income (loss)		978			(371	)		607			836			(317	)		519			782			—		782			1,908			960			(365	)		595			836			(318	)		518			220			—		220			1,333
Less: Translation adjustment attributable to redeemable noncontrolling interest		—			—			—			—			—			—			26			—		26			26			—			—			—			—			—			—			7			—		7			7

Net current period other comprehensive income (loss) attributable to Southwest Gas Corporation		978			(371	)		607			836			(317	)		519			756			—��		756			1,882
Net current period other comprehensive income (loss) attributable to Southwest Gas Holdings, Inc.																															960			(365	)		595			836			(318	)		518			213			—		213			1,326

Ending Balance AOCI March 31, 2016	$	(56,682	)	$	21,540		$	(35,142	)	$	(18,508	)	$	7,033		$	(11,475	)	$	(1,769	)	$	—	$	(1,769	)	$	(48,386	)
Ending Balance AOCI March 31, 2017																														$	(56,653	)	$	21,528		$	(35,125	)	$	(15,163	)	$	5,762		$	(9,401	)	$	(2,156	)	$	—	$	(2,156	)	$	(46,682	)

(1)	The FSIRS reclassification amounts are included in the Net interest deductions line item on the Company’s Condensed Consolidated Statements of Income.

(2)	These AOCI components are included in the computation of net periodic benefit cost (seeNote 2 – Components of Net Periodic Benefit Costfor additional details).

(3)	The regulatory adjustment represents the portion of the activity above that is expected to be recovered through rates in the future (the related regulatory asset is included in the Deferred charges and other assets line item on the Company’s Condensed Consolidated Balance Sheets).

(4)	Tax amounts are calculated using a 38% rate.

The following table represents a rollforward of AOCI, presented on Southwest’s Condensed Consolidated Balance Sheets:

17AOCI - Rollforward


~~SOUTHWEST GAS CORPORATION~~		~~Form 10-Q~~
~~March 31, 2016~~

(Thousands of dollars)


	Defined Benefit Plans									FSIRS
	Before-Tax			Tax (Expense) Benefit (8)			After-Tax			Before-Tax			Tax (Expense) Benefit (8)			After-Tax			AOCI
Beginning Balance AOCI December 31, 2016	$	(57,613	)	$	21,893		$	(35,720	)	$	(15,999	)	$	6,080		$	(9,919	)	$	(45,639	)

FSIRS amounts reclassified from AOCI (5)		—			—			—			836			(318	)		518			518
Amortization of prior service cost (6)		334			(127	)		207			—			—			—			207
Amortization of net actuarial loss (6)		6,361			(2,417	)		3,944			—			—			—			3,944
Regulatory adjustment (7)		(5,735	)		2,179			(3,556	)		—			—			—			(3,556	)

Net current period other comprehensive income (loss) attributable to Southwest Gas Corporation		960			(365	)		595			836			(318	)		518			1,113

Ending Balance AOCI March 31, 2017	$	(56,653	)	$	21,528		$	(35,125	)	$	(15,163	)	$	5,762		$	(9,401	)	$	(44,526	)

(5)	The FSIRS reclassification amounts are included in the Net interest deductions line item on Southwest’s Condensed Consolidated Statements of Income.

(6)	These AOCI components are included in the computation of net periodic benefit cost (seeNote 2 – Components of Net Periodic Benefit Cost for additional details).

(7)	The regulatory adjustment represents the portion of the activity above that is expected to be recovered through rates in the future (the related regulatory asset is included in the Deferred charges and other assets line item on Southwest’s Condensed Consolidated Balance Sheets).

(8)	Tax amounts are calculated using a 38% rate.

The following table represents amounts (before income tax impacts) included in AOCI (in the ~~table~~tables above), that have not yet been recognized in net periodic benefit cost:

Amounts Recognized in AOCI (Before Tax)

(Thousands of dollars)


	March 31, 2016			December 31, 2015			March 31, 2017			December 31, 2016
Net actuarial (loss) gain	$	(428,502	)	$	(435,269	)	$	(424,612	)	$	(430,973	)
Prior service cost		(6,704	)		(7,038	)		(5,369	)		(5,703	)
Less: amount recognized in regulatory assets		378,524			384,647			373,328			379,063

Recognized in AOCI	$	(56,682	)	$	(57,660	)	$	(56,653	)	$	(57,613	)


SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		March 31, 2017

Note 89 – Construction Services Redeemable Noncontrolling Interest

In conjunction with the acquisition of the Canadian construction businesses in October 2014, the previous owners of the acquired companies currently hold a 3.4% equity interest in Centuri. The previous owners are able to exit their investment retained by requiring the purchase of a portion of their interest ~~commencing July 2017 and in incremental~~(a portion is already eligible for redemption). Incremental amounts will become eligible each ~~anniversary date thereafter.~~year. The shares subject to the election cumulate (if earlier elections are not made) such that 100% of their interest retained is subject to the election beginning in July 2022. Due to the ability of the noncontrolling parties to redeem their interest for cash, their interest is presented on the Company’s Condensed Consolidated Balance Sheet at March 31, ~~2016~~2017 as a Redeemable noncontrolling interest, a category of mezzanine equity (temporary equity). The following depicts changes to the balance of the redeemable noncontrolling interest between the indicated periods.


	Redeemable Noncontrolling Interest			Redeemable Noncontrolling Interest
(Thousands of dollars):
Balance, December 31, 2015	$	16,108
Balance, December 31, 2016				$	22,590
Net income (loss) attributable to redeemable noncontrolling interest		(75	)		(258	)
Foreign currency exchange translation adjustment		26			7
Centuri distribution to redeemable noncontrolling interest		(99	)
Centuri dividend to redeemable noncontrolling interest					(102	)
Adjustment to redemption value					1,288

Balance, March 31, 2016	$	15,960
Balance, March 31, 2017				$	23,525

Note 10 – Reorganization Impacts – Discontinued Operations Solely Related to Southwest Gas Corporation

No substantive change has occurred with regard to the Company’s business segments on the whole, or in the primary businesses comprising those segments (Centuri operations continue to be part of continuing operations of the controlled group of companies), and financial information related to Centuri continues to be included in condensed consolidated financial statements of Southwest Gas Holdings, Inc.

However, as part of the holding company reorganization effective January 2017, Centuri is no longer a subsidiary of Southwest; whereas historically, Centuri had been a direct subsidiary of Southwest. To give effect to this change, the condensed consolidated financial statements related to Southwest Gas Corporation, which are separately included in this Form 10-Q, depict Centuri-related amounts as discontinued operations for periods prior to January 2017.

Due to the discontinued operations accounting reflection, the following disclosures provide additional information regarding the assets, liabilities, equity, revenues, and expenses of Centuri which are shown as discontinued operations on the condensed consolidated financial statements of Southwest Gas Corporation for periods prior to the beginning of 2017.

1828


SOUTHWEST GAS ~~CORPORATION~~HOLDINGS, INC.		Form 10-Q
~~March 31, 2016~~SOUTHWEST GAS CORPORATION		March 31, 2017

The following table presents the major categories of assets and liabilities within the amounts reported as discontinued operations – construction services in the Condensed Consolidated Balance Sheet of Southwest Gas Corporation:


(Thousands of dollars)	December 31, 2016
Assets:
Other property and investments	$	233,774
Cash and cash equivalents		9,042
Accounts receivable, net of allowances		173,300
Prepaids and other current assets		10,470
Goodwill		129,888
Other noncurrent assets		22,897

Discontinued operations - construction services - assets	$	579,371

Liabilities:
Current maturities of long-term debt	$	25,101
Accounts payable		46,440
Other current liabilities		74,518
Long-term debt, less current maturities		174,903
Deferred income taxes and other deferred credits		59,653

Discontinued operations - construction services - liabilities	$	380,615

The following table presents the components of the Discontinued operations – construction services non-owner equity amount shown in the Southwest Gas Corporation Condensed Consolidated Balance Sheet:


(Thousands of dollars)	December 31, 2016
Construction services equity	$	(4,390	)
Construction services noncontrolling interest		(2,217	)
Construction services redeemable noncontrolling interest		22,590

Discontinued operations - construction services non-owner equity	$	15,983

The following table presents the major income statement components of discontinued operations – construction services reported in the Condensed Consolidated Income Statements of Southwest Gas Corporation:


	Three			Twelve		Twelve
	Months Ended			Months Ended		Months Ended
(Thousands of dollars)	March 31, 2016			March 31, 2017		March 31, 2016
Construction revenues	$	206,148		$	932,930	$	1,034,029
Operating expenses:
Construction expenses		193,382			831,041		917,235
Depreciation and amortization		14,615			41,054		57,479

Operating income (loss)		(1,849	)		60,835		59,315
Other income (deductions)		(34	)		1,227		883
Net interest deductions		1,491			5,172		7,394

Income (loss) before income taxes		(3,374	)		56,890		52,804
Income tax expense (benefit)		(1,146	)		21,030		20,185

Net income (loss)		(2,228	)		35,860		32,619
Net income (loss) attributable to noncontrolling interests		(91	)		1,105		1,126

Discontinued operations - construction services - net income (loss)	$	(2,137	)	$	34,755	$	31,493


SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		March 31, 2017

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Southwest Gas ~~Corporation and its subsidiaries (the “Company”) consist~~Holdings, Inc. is a holding company that owns all of ~~two business segments: natural gas operations~~the shares of common stock of Southwest Gas Corporation (“Southwest” or the “natural gas operations” segment) and 96.6% of the common stock of Centuri Construction Group Inc. (“Centuri” or the “construction services” segment). As part of the holding company reorganization effective January 2017, Centuri and Southwest are now subsidiaries of Southwest Gas Holdings, Inc.; whereas historically, Centuri had been a direct subsidiary of Southwest. Southwest Gas Holdings, Inc. and its subsidiaries (the “Company”) has two business segments (natural gas operations and construction ~~services.~~services), which are discussed below.

Southwest is engaged in the business of purchasing, distributing, and transporting natural gas for customers in portions of Arizona, Nevada, and California. Southwest is the largest distributor of natural gas in Arizona, selling and transporting natural gas in most of central and southern Arizona, including the Phoenix and Tucson metropolitan areas. Southwest is also the largest distributor of natural gas in Nevada, serving the Las Vegas metropolitan area and northern Nevada. In addition, Southwest distributes and transports natural gas for customers in portions of California, including the Lake Tahoe area and the high desert and mountain areas in San Bernardino County.

As of March 31, ~~2016,~~2017, Southwest had ~~1,964,000~~1,994,000 residential, commercial, industrial, and other natural gas customers, of which ~~1,049,000~~1,064,000 customers were located in Arizona, ~~723,000~~737,000 in Nevada, and ~~192,000~~193,000 in California. Residential and commercial customers represented over 99% of the total customer base. During the twelve months ended March 31, ~~2016,~~2017, 54% of operating margin was earned in Arizona, 35% in Nevada, and 11% in California. During this same period, Southwest earned 85% of its operating margin (gas operating revenues less the net cost of gas sold) from residential and small commercial customers, 3% from other sales customers, and 12% from transportation customers. These general patterns are expected to remain materially consistent for the foreseeable future.

Southwest recognizes operating revenues from the distribution and transportation of natural gas (and related services) to customers. Operating margin is the measure of gas operating revenues less the net cost of gas sold. Management uses operating margin as a main benchmark in comparing operating results from period to period. The principal factors affecting changes in operating margin are general rate relief (including impacts of infrastructure trackers) and customer growth. The demand for natural gas is seasonal, with greater demand in the colder winter months and decreased demand in the warmer summer months. All of Southwest’s service territories have decoupled rate structures (alternative revenue programs), which are designed to eliminate the direct link between volumetric sales and revenue, thereby mitigating the impacts of weather variability and conservation on margin, allowing ~~the Company~~Southwest to ~~aggressively~~ pursue energy efficiency initiatives.

Centuri ~~Construction Group, Inc. (“Centuri” or the “construction services” segment)~~ is a ~~full-service underground piping contractor that primarily provides utility companies with trenching~~comprehensive construction services enterprise dedicated to meeting the growing demands of North American utilities, energy and industrial markets. Centuri derives revenue from installation, replacement, repair, and maintenance ~~services for~~of energy distribution systems, and ~~develops~~developing industrial construction ~~solutions. In October 2014, the Company acquired three privately held construction businesses,~~solutions primarily ~~based in Canada. The financial information contained herein only includes the results of the acquired entities since October 2014.~~for energy services utilities. Centuri operates in 2024 major markets in the United States (primarily ~~under the NPL name)~~as NPL) and in 23 major markets in Canada ~~(under the~~(as NPL Canada (formerly Link-Line Contractors Ltd.), and W.S. ~~Nicholls names)~~Nicholls). ~~In May 2016, the Link-Line name was changed to NPL Canada Ltd.~~ Construction activity is cyclical and can be significantly impacted by changes in weather, general and local economic conditions (including the housing market), interest rates, employment levels, job growth, ~~the equipment resale market,~~ pipe replacement programs of utilities, and local and federal regulation (including tax rates and incentives). During the past few years, utilities have implemented or modified pipeline integrity management programs to enhance safety pursuant to federal and state mandates. These programs, coupled with recent bonus depreciation tax deduction incentives, have resulted in a significant increase in multi-year pipeline replacement projects throughout the U.S. Generally, revenues are lowest during the first quarter of the year due to less favorable winter weather conditions. Revenues typically improve as more favorable weather conditions occur during the summer and fall months. This is expected in both the U.S. and Canadian markets. In certain circumstances, such as with large bid contracts (especially those of a longer duration), or unit-price contracts with revenue caps, results may be impacted by differences between costs incurred and those anticipated when the work was originally bid. Work awarded, or failing to be awarded, by individual large customers can impact operating results.

This Management’s Discussion and Analysis (“MD&A”) of Financial Condition and Results of Operations should be read in conjunction with the consolidated financial statements and the notes thereto, as well as MD&A included in the ~~2015~~2016 Annual Report to Shareholders, which is incorporated by reference into the ~~2015~~2016 Form 10-K.

1930


SOUTHWEST GAS ~~CORPORATION~~HOLDINGS, INC.		Form 10-Q
~~March 31, 2016~~SOUTHWEST GAS CORPORATION		March 31, 2017

Executive Summary

The items discussed in this Executive Summary are intended to provide an overview of the results of the Company’s operations. As needed, certain items are covered in greater detail in later sections of management’s discussion and analysis. As reflected in the table below, the natural gas operations segment accounted for an average of ~~82%~~80% of twelve-month-to-date consolidated net income over the past two years. As such, management’s discussion and analysis is primarily focused on that segment. Natural gas sales are seasonal, peaking during the winter months; therefore, results of operations for interim periods are not necessarily indicative of results for a full year.

Summary Operating Results


	Period Ended March 31,										Period Ended March 31,
	Three Months						Twelve Months				Three Months						Twelve Months
	2016			2015			2016		2015		2017			2016			2017			2016
	(In thousands, except per share amounts)										(In thousands, except per share amounts)
Contribution to net income
Natural gas operations	$	77,583		$	78,921		$	110,287	$	123,194	$	76,938		$	77,583		$	118,778		$	110,287
Construction services		(2,137	)		(6,938	)		31,493		19,132		(7,334	)		(2,137	)		27,421			31,493
Corporate and administrative												(296	)		—			(296	)		—

Net income	$	75,446		$	71,983		$	141,780	$	142,326	$	69,308		$	75,446		$	145,903		$	141,780

Average number of common shares outstanding		47,437			46,612			47,196		46,537		47,530			47,437			47,492			47,196

Basic earnings per share
Consolidated	$	1.59		$	1.54		$	3.00	$	3.06	$	1.46		$	1.59		$	3.07		$	3.00

Natural Gas Operations
Gas operating revenues											$	462,602		$	525,100		$	1,258,914		$	1,426,624
Net cost of gas sold												146,879			213,600			330,400			523,647

Operating margin	$	311,500		$	299,353		$	902,977	$	880,968	$	315,723		$	311,500		$	928,514		$	902,977

1st Quarter ~~2016~~2017 Overview

Southwest Gas Holdings, Inc. highlights:

Holding Company reorganization – effective January 2017

Entered into a $100 million credit facility that expires in March 2022

Initiated a $150 million Equity Shelf Program

Natural gas operations ~~highlights include the following:~~highlights:

~~Operating margin increased $12 million compared to the prior-year quarter~~30,000 net new customers (1.5% growth rate)

Operating ~~expenses increased $13~~income declined $4.9 million compared to the prior-year quarter

Other income ~~decreased $847,000~~increased $1.9 million between quarters

~~Filed~~Amended credit facility borrowing capacity from $300 million to $400 million

Settlement approved in Arizona general rate case ~~application in May requesting a $74 million increase to operating income~~– effective April 2017

Construction services ~~highlights include the following:~~highlights:

Revenues ~~increased $25~~decreased $14 million compared to the prior-year quarter due to a customer-initiated temporary work stoppage and poor weather

Depreciation and amortization declined $3.3 million compared to the prior-year quarter

~~Construction expenses increased $18 million compared to the prior-year quarter~~

~~Net interest deductions increased $390,000~~

~~Paul M. Daily named Chief Executive Officer of Centuri in April~~

~~Customer Growth.~~Southwest completed 24,000 first-time meter sets, but realized 26,000 net new customers over the last twelve months, an increase of 1.3%. The incremental additions reflect a return to service of customer meters on previously vacant homes. Southwest projects customer growth of about 1.5% for the full year 2016.

2031


SOUTHWEST GAS ~~CORPORATION~~HOLDINGS, INC.		Form 10-Q
~~March 31, 2016~~SOUTHWEST GAS CORPORATION		March 31, 2017

Results of Natural Gas Operations

Quarterly Analysis


					Three Months Ended
	Three Months Ended March 31,				March 31,
	2016		2015		2017		2016
	(Thousands of dollars)				(Thousands of dollars)
Gas operating revenues	$	525,100	$	553,115	$	462,602	$	525,100
Net cost of gas sold		213,600		253,762		146,879		213,600

Operating margin		311,500		299,353		315,723		311,500
Operations and maintenance expense		100,797		95,510		108,679		100,797
Depreciation and amortization		60,745		53,675		61,195		60,745
Taxes other than income taxes		14,013		12,997		14,782		14,013

Operating income		135,945		137,171		131,067		135,945
Other income (deductions)		1,755		2,602		3,611		1,755
Net interest deductions		16,230		16,096		17,210		16,230

Income before income taxes		121,470		123,677		117,468		121,470
Income tax expense		43,887		44,756		40,530		43,887

Contribution to consolidated net income	$	77,583	$	78,921	$	76,938	$	77,583

The contribution to consolidated net income from natural gas operations decreased ~~$1.3 million~~$645,000 between the first quarters of ~~2016~~2017 and ~~2015.~~2016. The decline was primarily due to higher operating expenses, partially offset by ~~an increase~~increases in operating ~~margin.~~margin and other income.

Operating margin increased ~~$12~~$4 million between quarters. ~~New customers contributed~~Approximately $3 million ~~in operating margin~~was attributable to customer growth, as nearly 30,000 net new customers were added during the ~~first quarter of 2016. Combined rate~~last twelve months. Rate relief in the California jurisdiction ~~and Paiute Pipeline Company~~provided $1 million in operating margin (seeRates and Regulatory Proceedings) provided $3 million in operating margin. Operating margin attributable to the Nevada conservation and energy efficiency surcharge, which was implemented in January 2016, was $4 million. Amounts collected through the surcharge do not impact net income as they also result in an increase in associated amortization expense (discussed below and in~~Rates and Regulatory Proceedings~~). ~~Operating margin associated with infrastructure replacement mechanisms, customers outside the decoupling mechanisms, and other miscellaneous revenues increased $2 million.~~

Operations and maintenance expense increased ~~$5.3~~$7.9 million, or 6%8%, between quarters due primarily to higher employee-related expenses and general cost ~~increases~~increases. Employee-related expenses reflect higher pension and self-insured medical costs, as well as approximately $2.6 million of incremental costs associated with the timing ~~and scope~~ of ~~pipeline facility maintenance services. In addition,~~recognizing expenses for ~~pipeline integrity management and damage prevention programs increased $1.6 million.~~incentive plan grants (including acceleration for retirement-eligible employees).

Depreciation and amortization expense increased ~~$7.1~~$450,000 between quarters primarily due to an increase of $336 million, or ~~13%~~6%, between quarters. Of the increase, approximately $4.3 million is attributable to amortization related to the recovery of regulatory assets (primarily due to amortization accompanying the recovery of Nevada conservation and energy efficiency programs noted above, and associated with Arizona integrity management and California energy efficiency programs). Additionally,in average gas plant in service for the current quarter ~~increased $308 million, or 6%,~~ compared to the corresponding quarter a year ago. This was attributable to pipeline capacity reinforcement work, franchise requirements, scheduled and accelerated pipe replacement activities, and new business, which collectively resulted in increased depreciation expense. The depreciation increase was mostly offset by a decline of approximately $2.2 million in amortization related to the recovery of regulatory assets.

Taxes other than income taxes increased ~~$1 million,~~$769,000, or 8%5%, between quarters primarily due to higher property taxes associated with net plant ~~additions.~~additions and increased property taxes in Arizona.

Other income, which principally includes returns on company-owned life insurance (“COLI”) policies and non-utility expenses, ~~decreased $847,000~~increased $1.9 million between quarters. The current quarter reflects ~~$900,000~~$2.8 million of COLI-related income associated with COLI policy cash surrender value increases, ~~and recognized death benefits,~~ while the prior-year quarter reflected ~~$1.3 million~~$900,000 of COLI-related income. ~~Interest income decreased $223,000~~

Net interest deductions increased $980,000 between ~~quarters~~periods, primarily due to ~~changes~~the September 2016 issuance of $300 million of senior notes, partially offset by reductions associated with the redemption of debt ($100 million of 4.85% IDRBs in ~~over-~~July 2016, and ~~under-collected PGA balances.~~$24.9 million of 4.75% IDRBs in September 2016).

2132


SOUTHWEST GAS ~~CORPORATION~~HOLDINGS, INC.		Form 10-Q
~~March 31, 2016~~SOUTHWEST GAS CORPORATION		March 31, 2017

Results of Natural Gas Operations

Twelve-Month Analysis


					Twelve Months Ended
	Twelve Months Ended March 31,				March 31,
	2016		2015		2017		2016
	(Thousands of dollars)				(Thousands of dollars)
Gas operating revenues	$	1,426,624	$	1,448,709	$	1,258,914	$	1,426,624
Net cost of gas sold		523,647		567,741		330,400		523,647

Operating margin		902,977		880,968		928,514		902,977
Operations and maintenance expense		398,486		376,834		409,606		398,486
Depreciation and amortization		220,525		206,336		233,913		220,525
Taxes other than income taxes		50,409		48,793		53,145		50,409

Operating income		233,557		249,005		231,850		233,557
Other income (deductions)		1,445		8,155		10,132		1,445
Net interest deductions		64,229		67,168		67,977		64,229

Income before income taxes		170,773		189,992		174,005		170,773
Income tax expense		60,486		66,798		55,227		60,486

Contribution to consolidated net income	$	110,287	$	123,194	$	118,778	$	110,287

Contribution to consolidated net income from natural gas operations ~~decreased~~increased by ~~$12.9~~$8.5 million between the twelve-month periods of ~~2016~~2017 and ~~2015.~~2016. The ~~decrease~~increase was primarily due to ~~an increase in operating expenses and a decrease in~~higher other ~~income, partially offset by improved operating margin and lower net interest deductions.~~income.

Operating margin increased ~~$22~~$26 million between periods including $8$9 million attributable to customer growth and a combined $6$8 million of rate relief in the California jurisdiction and Paiute Pipeline Company. Operating margin attributable to the Nevada conservation and energy efficiency surcharge implemented in January 2016 ~~was $4~~provided $7 million ~~(a corresponding~~of the increase ~~is reflected~~ in ~~amortization expense).~~the current twelve-month period due to the date of implementation. Operating margin associated with other recoveries of regulatory assets, infrastructure replacement mechanisms, customers outside the decoupling mechanisms, and other miscellaneous revenues improved $4$2 million.

Operations and maintenance expense increased ~~$21.7~~$11.1 million, or 6%3%, between periods primarily due to general cost increases ~~higher employee-related expenses including pension costs (approximately $5 million of which resulted in increased expense),~~ and higher ~~legal claims and expenses.~~employee medical expenses, partially offset by lower pension costs. In addition, expenses for pipeline integrity management and damage prevention programs increased (collectively, ~~$4.7~~$1.8 million).

Depreciation and amortization expense increased ~~$14.2~~$13.4 million, or 7%6%, between periods. Of the increase, approximately $6 million is attributable to amortization related to the recovery of regulatory assets (primarily due to amortization accompanying the recovery of Nevada conservation and energy efficiency programs noted above, and associated with Arizona integrity management and California energy efficiency programs). Additionally, averageAverage gas plant in service for the current period increased ~~$281~~$349 million, or 5%6%, as compared to the prior period. This was attributable to pipeline capacity reinforcement work, franchise requirements, scheduled and accelerated pipe replacement activities, and new business, which collectively resulted in increased depreciation expense.

Taxes other than income taxes increased ~~$1.6~~$2.7 million between periods primarily due to higher property taxes principally related to net plant ~~additions.~~additions and increased property taxes in Arizona.

Other income ~~decreased $6.7~~increased $8.7 million between the twelve-month periods of ~~2016~~2017 and ~~2015.~~2016. The current period reflects a ~~$900,000 decrease~~$9.3 million increase in COLI policy cash surrender values ~~net of~~and recognized death benefits (combined), while the prior-year period included ~~$5.7 million of~~a $900,000 COLI-related ~~income.~~loss.

Net interest deductions ~~decreased $2.9~~increased $3.7 million between ~~periods.~~periods, primarily due to higher interest expense associated with deferred purchased gas adjustment (“PGA”) balances and the issuance of $300 million of senior notes. The ~~decrease primarily resulted from~~increase was substantially offset by reductions associated with the ~~redemptions~~redemption of ~~$65~~debt ($20 million of 5.25% ~~2004 Series A IDRBs in November 2014, $31.2 million 5.00% 2004 Series B IDRBs in May 2015, and $20 million 5.25% 2003 Series D~~ IDRBs in September ~~2015.~~2015, $100 million of 4.85% IDRBs in July 2016, and $24.9 million of 4.75% IDRBs in September 2016).

2233


SOUTHWEST GAS ~~CORPORATION~~HOLDINGS, INC.		Form 10-Q
~~March 31, 2016~~SOUTHWEST GAS CORPORATION		March 31, 2017

Results of Construction Services

~~Results of Construction Services~~Quarterly Analysis


	Three Months Ended March 31,						Twelve Months Ended March 31,					Three Months Ended
	2016			2015			2016		2015			March 31,
(Thousands of dollars)
												2017			2016
												(Thousands of dollars)
Construction revenues	$	206,148		$	181,105		$	1,034,029	$	798,822		$	192,135		$	206,148
Operating expenses:
Construction expenses		193,382			174,928			917,235		709,586			191,956			193,382
Depreciation and amortization		14,615			13,792			57,479		51,267			11,283			14,615

Operating income (loss)		(1,849	)		(7,615	)		59,315		37,969			(11,104	)		(1,849	)
Other income (deductions)		(34	)		(330	)		883		(388	)		254			(34	)
Net interest deductions		1,491			1,881			7,394		5,359			1,504			1,491

Income (loss) before income taxes		(3,374	)		(9,826	)		52,804		32,222			(12,354	)		(3,374	)
Income tax expense (benefit)		(1,146	)		(2,784	)		20,185		13,086			(4,717	)		(1,146	)

Net income (loss)		(2,228	)		(7,042	)		32,619		19,136			(7,637	)		(2,228	)
Net income (loss) attributable to noncontrolling interests		(91	)		(104	)		1,126		4			(303	)		(91	)

Contribution to consolidated net income (loss) attributable to Centuri	$	(2,137	)	$	(6,938	)	$	31,493	$	19,132		$	(7,334	)	$	(2,137	)

~~In October 2014,~~Net contribution from construction services ~~operations were expanded by the acquisition of the Link-Line group of companies. Line items~~declined in ~~the tables above reflect the results of the acquired companies only since the acquisition date.~~

~~Quarterly Analysis.~~~~Net income contribution for~~ the current quarter ~~improved $4.8~~by $5.2 million when compared to the prior-year quarter. Results were negatively impacted by a significant customer initiating a temporary work stoppage during the first quarter of ~~2015. Additional pipe replacement work and lower interest expense positively~~2017 due to regulatory issues attributable to requalifying employees of all contractors working on its natural gas system. Poor weather also negatively impacted ~~net income,~~current-period results. These impacts were partially offset by ~~increases in~~lower depreciation and amortization. ~~The prior-year quarter included a $5.6 million pretax loss reserve on an industrial project in Canada.~~

Revenues ~~increased $25~~decreased $14 million, or ~~14%~~7%, in the first quarter of ~~2016~~2017 when compared to the prior-year quarter. The suspension of work during the first quarter ~~due to~~of 2017 noted above resulted in a $10.5 million reduction in revenue and a $3.6 million pre-tax loss. Additionally, inclement weather in several operating areas negatively impacted revenues and reduced productivity and revenues in the current quarter, whereas unseasonably warm weather during the prior-year quarter allowed for incremental work ~~that was able~~ to be ~~completed as a result~~completed.

Construction expenses decreased $1.4 million, or 1%, between quarters. The decline in construction expenses is disproportionate to that noted with regard to revenues above due in part to logistics surrounding the timing and length of ~~favorable~~the temporary work stoppage with the significant customer, and to higher labor costs incurred to complete work during inclement weather conditions in ~~several operating areas. The majority of~~ the ~~revenue increase was from the existing base of utility customers and their expanded pipe replacement programs.~~

Construction expenses increased $18.5 million, or 11%, between quarters, due to the incremental work and additional pipe replacement work noted above. However, the increase overall was mitigated by construction expenses of the prior-year quarter that were impacted by the $5.6 million loss reserve on the Canadian project.current-year quarter. Gains on sale of equipment (reflected as an offset to construction expenses) were approximately ~~$1.3 million~~$339,000 and ~~$1.5~~$1.3 million for the first quarters of 2017 and 2016, ~~and 2015,~~ respectively.

Depreciation and amortization expense ~~increased $823,000~~decreased $3.3 million between quarters, primarily due to ~~depreciation on additional equipment purchased to support the growing volume of work being performed, partially offset by~~ a ~~decline~~$3.5 million reduction in ~~the amortization of certain finite-lived intangible assets recognized from the October 2014 acquisition.~~

~~Net interest deductions decreased $390,000 between quarters. The decrease was due primarily to a decline in outstanding borrowings~~depreciation associated with the ~~$300 million secured revolving credit and term loan facility.~~extension of the estimated useful lives of certain depreciable equipment during the past 12 months.


SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		March 31, 2017

Results of Construction Services

Twelve-Month ~~Analysis.~~Analysis


	Twelve Months Ended
	March 31,
	2017		2016
	(Thousands of dollars)
Construction revenues	$	1,125,065	$	1,034,029
Operating expenses:
Construction expenses		1,022,997		917,235
Depreciation and amortization		52,337		57,479

Operating income		49,731		59,315
Other income (deductions)		1,481		883
Net interest deductions		6,676		7,394

Income before income taxes		44,536		52,804
Income tax expense		16,313		20,185

Net income		28,223		32,619
Net income attributable to noncontrolling interests		802		1,126

Contribution to consolidated net income attributable to Centuri	$	27,421	$	31,493

Contribution to consolidated net income from construction services for the twelve-month period ended March 31, ~~2016 increased $12.4~~2017 decreased $4.1 million compared to the same period of ~~2015.~~2016. The ~~improvement was~~decrease is primarily due to higher construction costs relative to increased ~~pipe replacement work,~~revenues, resulting in pre-tax losses on a couple of notable projects, partially offset by ~~increases~~a decline in depreciation and ~~amortization and higher interest expense.~~amortization.

Revenues increased ~~$235.2~~$91 million, or ~~29%~~9%, in the current twelve-month period compared to the same period of ~~2015~~2016 primarily due to additional pipe replacement work in the current period and to higher revenues from the acquired companies ($72.5 million). Favorable weather conditions in several operating areas during the first quarter of 2016 and the fourth quarter of 2015 provided an extended construction season.for natural gas distribution customers. During the past several years, ~~the~~


~~SOUTHWEST GAS CORPORATION~~		~~Form 10-Q~~
~~March 31, 2016~~

~~construction services segment~~Centuri has focused its efforts on obtaining pipe replacement work under both blanket contracts and incremental bid projects. For both the twelve months ended March 31, ~~2016~~2017 and ~~2015,~~2016, revenues from replacement work provided over 60% of total revenues.

Construction expenses increased ~~$207.6~~$105.8 million, or ~~29%~~12% between periods, due to additional pipe replacement work, ~~during~~higher labor costs experienced due to changes in the ~~twelve months ended March 31, 2016 and higher construction~~mix of work with existing customers, start-up costs associated with new customer contracts, and greater operating expenses to support increased growth in operations. Additionally, the ~~acquired companies. General~~temporary stoppage with a significant customer during the first quarter of 2017, including logistics surrounding the timing and ~~administrative expense (included~~length of the work stoppage, resulted in ~~construction expenses) increased $11.7~~costs disproportionate to revenues and a pre-tax loss of $3.6 million. Gains on sale of equipment (reflected as an offset to construction expenses) were ~~$2.9~~$6.2 million and ~~$5.3~~$2.9 million for the twelve-month periods of 2017 and 2016, ~~and 2015,~~ respectively.

Depreciation and amortization expense ~~increased $6.2~~decreased $5.1 million between the current and prior-year periods primarily due to an $8.8 million reduction in depreciation associated with the ~~amortization~~extension of the estimated useful lives of certain depreciable equipment over the last twelve months, partially offset by a $3.7 million increase in depreciation on ~~finite-lived intangible assets recognized from the acquisition, incremental depreciation from the acquired companies, and increased depreciation for~~ additional equipment purchased to support ~~growth in~~ the growing volume of work being performed.

Net interest deductions ~~increased $2 million~~decreased $718,000 between ~~periods. The increase was~~periods primarily due to lower interest rates and lower average outstanding ~~borrowings and amortization of debt issuance costs associated with the $300 million secured revolving credit and term loan facility entered into coincident with the acquisition.~~borrowings.


SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		March 31, 2017

Rates and Regulatory Proceedings

Arizona Jurisdiction

Arizona General Rate Case.Southwest filed a general rate application with the Arizona Corporation Commission (“ACC”) in May 2016 requesting an increase in authorized annual operating revenues of approximately $32 million, or 4.2%, to reflect ~~current~~existing levels of expense and requested returns, in addition to reflecting capital investments made by Southwest since June 2010. The application ~~requests~~requested an overall rate of return of 7.82% on an original cost rate base of $1.336 billion, a 10.25% return on common equity, and a capital structure utilizing 52% common equity. The filing ~~includes~~included a depreciation study ~~which supports~~that supported a proposal to reduce currently effective depreciation expense by approximately $42 million, which iswas considered in the overall requested amount. This expense reduction coupled with the requested revenue increase, ~~results~~resulted in a net annual operating income increase request of $74 million. A settlement was reached among several parties in December 2016 and a formal draft settlement was filed in January 2017. Hearings were held in February 2017, and the ACC approved the settlement agreement in April 2017. The ~~Company~~settlement provides for an overall operating revenue increase of $16 million and the capital structure and cost of capital as proposed by Southwest, with the exception of the return on common equity, which was set at 9.50%. Depreciation expense is ~~also seeking~~expected to ~~continue~~be reduced by $44.7 million, for a combined net annual operating income increase of $60.7 million. Other key elements of the settlement include approval of the continuation and expansion of the current Customer-Owned Yard Line (“COYL”) program ~~approved~~(adding the ability to seek out COYLs through a targeted approach and mobilization of work crews for replacement), a property tax mechanism to defer changes in ~~its last~~property tax expense for recovery in the next general rate case, ~~and to expand this mechanism to include other non-revenue producing projects such as the replacement~~implementation of a vintage steel pipe ~~while utilizing the same cost recovery methodology. Southwest is also requesting~~replacement program, and a ~~property tax tracker and to maintain~~continuation of the current decoupled rate ~~design.~~design, excluding a winter-period adjustment to rates, making the mechanism fundamentally similar to that which exists in Nevada. The settlement also includes a three-year rate case moratorium prohibiting a new application to adjust base rates from being filed prior to May 2019. New rates ~~are~~were effective April 2017.

LNG (“Liquefied Natural Gas”) Facility. In January 2014, Southwest filed an application with the ACC seeking preapproval to construct, operate and maintain a 233,000 dekatherm LNG facility in southern Arizona. This facility is intended to enhance service reliability and flexibility in natural gas deliveries in the southern Arizona area by providing a local storage option, to be operated by Southwest and connected directly to its distribution system. In December 2014, Southwest received an order from the ACC granting pre-approval of Southwest’s application to construct the LNG facility and the deferral of costs, up to $50 million. Following the December 2014 preapproval, Southwest purchased the site for the facility and completed detailed engineering design specifications for the purpose of soliciting bids for the engineering, procurement and construction (“EPC”) of the facility. Southwest solicited requests for proposals for the EPC phase of the project, and in October 2016 made a filing with the ACC to modify the previously issued Order to update the pre-approved costs to reflect a not-to-exceed amount of $80 million, which was approved by the ACC in December 2016. Through March 2017, Southwest has incurred approximately $5.3 million in capital expenditures toward the project (including land acquisition costs). Construction is expected to commence in September 2017 and be ~~in place~~completed by ~~May 2017.~~the end of 2019.

COYL Program. ~~The Company~~Southwest received approval, in connection with ~~its previous~~an earlier Arizona general rate case, to implement a program to conduct leak surveys, and if leaks were present, to replace and relocate service lines and meters for ~~approximately 100,000~~ Arizona customers whose meters were set off from the customer’s home, which is not a traditional configuration. Customers with this configuration were previously responsible for the cost of maintaining these lines and were subject to the immediate cessation of natural gas service if low-pressure leaks occurred. Effective June 2013, the ACC authorized a surcharge to recover the costs of depreciation and pre-tax return on the costs incurred to replace and relocate service lines and meters. The surcharge is revised annually as the program progresses. In 2014, ~~the Company~~Southwest received approval to add a “Phase II” component to the COYL program to include the replacement of non-leaking COYLs. In the most recent annual COYL filing made in February ~~2016, the Company~~2017, Southwest requested to ~~increase the~~establish an annual surcharge to collect $1.8 million related to the revenue ~~from $2.5~~requirement associated with $12.1 million ~~to $3.7 million to reflect additional costs incurred for~~in capital projects completed under both Phase I and Phase ~~II. This request was based on total capital expenditures of $23.1 million, $13.4 million of which was incurred~~II during ~~2014 and 2015.~~2016. In ~~May 2016,~~April 2017, the ACC issued a proposed decision approving the surcharge application, expected to be effective in June ~~2016.~~

~~LNG (“Liquefied Natural Gas”) Facility.~~~~In January 2014, Southwest filed an application~~2017, upon final approval. All capital work completed in earlier years was incorporated in Southwest’s Arizona rate base in connection with the ACC seeking preapproval to construct, operate and maintain a 233,000 dekatherm LNG facility in southern Arizona and to recover the actual costs, including the establishment of a regulatory asset. This facility is intended to enhance service reliability and flexibility in natural gas deliveries in the southern Arizona area by providing a local storage option, operated by Southwest and connected directly to its distribution system. Southwest requested approval of the actual cost of the project (including those facilities necessary to connect the proposed storage tank to Southwest’s existing distribution system). In December 2014, Southwest received an order from the ACC granting pre-approval of Southwest’s application to construct the LNG facility and the deferral of costs, limited to $50 million. Absent further consideration in the currentrecently completed general rate ~~case, the authorization to defer costs expires on November 1, 2017 (from which point, expenditures incurred would not otherwise be eligible for deferral) and also~~proceeding, as discussed above.

2436


SOUTHWEST GAS ~~CORPORATION~~HOLDINGS, INC.		Form 10-Q
~~March 31, 2016~~SOUTHWEST GAS CORPORATION		March 31, 2017

requires any unquantified cost savings to be deferred. Any gas costs incurred that are not related to the initial construction and placement of the facility are to be recovered through the PGA mechanism. The Company purchased the site for the facility in October 2015 and is preparing the construction requirements bid package for potential contractors. The contract to construct the facility is currently expected to be in place in the second half of 2016 and construction is expected to take approximately two to three years to complete. The Company included a proposal for the ratemaking treatment of facility costs as part of its current Arizona rate case filing.

California Jurisdiction

~~California~~ Attrition Filing. In November ~~2015,~~2016, Southwest made its latest annual post-test year (“PTY”) attrition filing with the California Public Utilities Commission (“CPUC”), requesting annual revenue increases of ~~$1.8~~$2.1 million in southern California, ~~$499,000~~$513,000 in northern California, and ~~$249,000~~$256,000 for South Lake Tahoe. This filing was approved in December ~~2015~~2016 and rates were made effective in January ~~2016. The CPUC also approved an adjustment~~2017. At the same time, rates were updated to recover ~~costs~~the regulatory asset associated with ~~replacing 7.1 miles~~the revenue decoupling mechanism, or margin tracker.

In December 2016, Southwest filed to modify the most recent general rate case decision to extend the current rate case cycle by two years, including extension of ~~transmission pipeline~~the annual PTY attrition adjustments through 2020 from 2018. That latest rate case decision would have required Southwest to file its next general rate application by September 2017. Southwest believes this extension would be in the public interest as it allows customers two additional years of reasonable and ~~installing a remote control shut-off valve. This adjustment is~~relatively stable rates, and would not be expected to ~~result in an annualized margin increase of $1.7 million during 2016.~~be detrimental to Southwest. Expedited consideration was requested; however, a decision regarding extending the rate case filing deadline has not yet been received. If a decision is not issued prior to the required application date, or one is issued denying the ability to extend the filing deadline, Southwest will file the general rate application by the September deadline.

Nevada Jurisdiction

~~Infrastructure Replacement Mechanisms.~~General Revenues Adjustment.~~In January 2014,~~As part of the Annual Rate Adjustment (“ARA”) filing with the Public Utilities Commission of Nevada (“PUCN”) in June 2016, Southwest requested authorization to adjust rates associated with its revenue decoupling mechanism (General Revenues Adjustment, or “GRA”). The ARA, including amounts to refund the over-collected balance in the accounts associated with this mechanism, was approved in December 2016, with rates effective January 2017. The rate adjustment is expected to refund approximately $16.7 million during 2017. While there is no impact to net income overall from this rate adjustment, operating cash flows will be reduced as the regulatory liability balance is refunded.

Infrastructure Replacement Mechanisms. In January 2014, the PUCN approved final rules for a mechanism to defer and recover certain costs associated with accelerated replacement of ~~non-revenue producing infrastructure. In June 2015,~~infrastructure that does not currently provide incremental revenues. Associated with such mechanism, each year, Southwest ~~filed its~~files a Gas Infrastructure Replacement (“GIR”) Advance Application ~~with~~requesting authority to replace qualifying infrastructure and files separately as part of an annual GIR filing to reset the ~~PUCN~~recovery surcharge, related to previously approved and completed projects. For projects approved in 2015 and completed in 2016, the annualized revenue was approximately $4.5 million. In September 2016, Southwest filed to adjust the GIR surcharge to recover the annual revenue requirement for amounts previously deferred. This filing was approved in December 2016 and new rates became effective January 2017. In June 2016, Southwest filed an Advance Application for projects expected to be completed during 2017, proposing ~~$43.5~~approximately $60 million of accelerated pipe ~~replacements~~replacement to include early vintage plastic, early vintage steel, and a COYL program. The COYL program, while not large in magnitude, represents the first of its kind in Nevada, modeled after the program in place in Southwest’s Arizona jurisdiction for several years. The PUCN issued an Order on the Advance Application in October 2016, ~~(subject to the GIR mechanism). Once completed, the~~approving approximately $57.3 million of replacement work with an annualized revenue requirement ~~associated with the accelerated replacement is~~ estimated at ~~$4.2~~approximately $5.3 million. ~~In October 2015,~~The proposed COYL program was approved for the ~~PUCN approved~~northern Nevada rate jurisdiction, but consideration for the ~~GIR Advance Application, granting Southwest the authority to replace the $43.5 million of infrastructure under the GIR mechanism. Also in October 2015, management filed a~~southern Nevada rate ~~application to reset the GIR surcharge, based upon project costs~~jurisdiction was deferred ~~through August 2015. In December, the PUCN approved new rates, effective in January 2016,~~until 2020, at which time certain early vintage plastic pipe programs are expected to ~~result~~be completed.

Subsequent to three GIR rate applications, the GIR regulations require Southwest to either file a general rate case or a request for waiver before it can file another GIR advance application. The October 2016 rate application was the third such filing by Southwest subject to these regulations, necessitating a request for waiver to permit Southwest to proceed with the GIR program without filing a general rate case in ~~approximately $4 million~~2017. This waiver was approved by the PUCN in ~~annualized revenues.~~January 2017; however, in order to continue the GIR program in 2018, a general rate case will need to be filed before June 2018.

Conservation and Energy ~~Efficiency.~~Efficiency (“CEE”). In June 2015, Southwest requested recovery of energy efficiency and conservation development and implementation costs, including promotions and incentives for various programs, as originally approved for deferral by the PUCN effective November 2009. While recovery of ~~these~~initial program costs was approved as part of the most recent general rate case, ~~made effective May 2012,~~ amounts incurred subsequent to ~~the effective date~~May 2012 (the certification period) continued to be deferred. Approved rates for the post-May 2012 costs deferred (including previously expected program expenditures for 2016) became effective January 2016 and ~~are currently expected to result~~resulted in annualized margin increases of $2 million in northern Nevada and ~~$8.7~~$8.5 million in southern Nevada. As part of the ARA filing approved in December


SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		March 31, 2017

2016, Southwest modified rates, effective January 2017, expected to result in annualized margin decreases of $1.4 million in northern Nevada and ~~also include amounts representing expected program expenditures for 2016.~~$1.3 million in southern Nevada. There is, however, no anticipated impact to net income overall from these lower recoveries as ~~the amounts collected through customer rates~~amortization expense will also be ~~reflected as higher amortization expense.~~reduced.

Federal Energy Regulatory Commission (“FERC”) Jurisdiction

~~General Rate Case.~~2018 Expansion. In response to growing demand in the Carson City and South Lake Tahoe areas of northern California and northern Nevada, Paiute Pipeline Company (“Paiute”), evaluated shipper interest in acquiring additional transportation capacity and executed precedent agreements for incremental transportation capacity with Southwest during the third quarter of 2016. In October 2016, Paiute initiated a ~~wholly owned subsidiary of Southwest, filed a general rate case~~pre-filing review process with the FERC ~~in February 2014. In September 2014, Paiute reached~~for an ~~agreement in principle with~~expansion project, which was approved during the ~~FERC Staff and intervenors~~same month. The project is anticipated to ~~settle the case. In February 2015, the FERC issued a letter order approving the settlement as filed. Tariff charges in compliance with the settlement were~~consist of 8.4 miles of additional transmission pipeline infrastructure at an approximate cost of $17 million. A formal certificate application is expected to be filed in ~~March 2015. In addition to agreeing to rate design changes to encourage longer-term contracts with its shippers,~~mid-2017, which will include an applicant environmental assessment. If the ~~settlement resulted~~process progresses as planned, the additional facilities could be in an annual revenue increase of $2.4 million, plus a $1.3 million depreciation reduction. The settlement implies an 11.5% pre-tax rate of return. Also, as part of this agreement, Paiute agreed to file a rate case no earlier than May 2016 and no later than May 2019.

~~Elko County Expansion Project.~~Paiute previously requested to expand its existing transmission system to provide additional firm transportation-service capacity in the Elko County, Nevada area, in order to meet growing natural gas demands caused by increased residential and business load and the greater energy needs of mining operations in the area. In May 2015, the FERC issued an order authorizing a Certificate of Public Convenience and Necessity to Paiute to construct and operate the Elko County Expansion Project, and subsequently provided a formal Notice to Proceed. Construction began in the second quarter of 2015 and the project was placed in service in January 2016 as authorizedplace by the ~~FERC. Rates to begin recovering the cost~~end of the project were implemented in January 2016 and are expected to result in $6 million in revenue annually. The total cost of this project is estimated at approximately $35 million, including remaining costs associated with site restoration along the construction corridor.


~~SOUTHWEST GAS CORPORATION~~		~~Form 10-Q~~
~~March 31, 2016~~

2018.

PGA Filings

The rate schedules in all of Southwest’s service territories contain provisions that permit adjustments to rates as the cost of purchased gas changes. These deferred energy provisions and purchased gas adjustment clauses are collectively referred to as “PGA” clauses. Differences between gas costs recovered from customers and amounts paid for gas by Southwest result in over- or under-collections. At March 31, ~~2016,~~2017, under-collections in Arizona, Northern Nevada, and California resulted in an asset of $9.1 million and over-collections in ~~all jurisdictions~~Southern Nevada resulted in a liability of ~~$101~~$27.1 million on the Company’s and Southwest’s condensed consolidated balance ~~sheet.~~sheets. Gas cost rates paid to suppliers have been ~~lower~~higher than amounts recovered from customers during the first three months of ~~2016,~~2017, resulting in ~~additional overrecoveries~~fluctuations since December 31, ~~2015.~~2016. Tariff rates have been adjusted in all jurisdictions during this period. Filings to change rates in accordance with PGA clauses are subject to audit by state regulatory commission staffs. PGA changes impact cash flows but have no direct impact on profit margin. However, gas cost deferrals and recoveries can impact comparisons between periods of individual consolidated income statement components. These include Gas operating revenues, Net cost of gas sold, Net interest deductions, and Other income (deductions).

The following table presents Southwest’s outstanding PGA balances receivable/(payable) ~~(millions~~(thousands of dollars):

   March 31, 2016    December 31, 2015    March 31, 2015
Arizona
   $ (24.7 )    $ (3.5 )    $ 25.1
Northern Nevada
   (12.6 )    (2.3 )    0.2
Southern Nevada
   (63.4 )    (39.8 )    (0.4 )
California
   (0.3 )    3.6       3.2






   $ (101.0 )    $ (42.0 )    $ 28.1

~~Holding Company Reorganization~~

In 2015, the Board of Directors (“Board”) of the Company authorized management to evaluate and pursue a holding company reorganization to provide further separation between regulated and unregulated businesses, and to provide additional financing flexibility. Regulatory applications for preapproval of the reorganization were filed with the ACC, the CPUC, and the PUCN in October 2015. Approvals were received from the CPUC, the PUCN, and the ACC in January, March, and May of 2016, respectively. The reorganization is also subject to consents from various third parties and final Board approval. Subject to such conditions, the reorganization could become effective in the second half of 2016. In this event, each outstanding share of Southwest Gas common stock would automatically convert into a share of stock in the holding company, on a one-for-one basis.


	March 31, 2017			December 31, 2016			March 31, 2016
Arizona	$	7,845		$	(20,349	)	$	(24,672	)
Northern Nevada		1,069			(3,339	)		(12,582	)
Southern Nevada		(27,104	)		(66,788	)		(63,416	)
California		228			2,608			(317	)

	$	(17,962	)	$	(87,868	)	$	(100,987	)

Capital Resources and Liquidity

Cash on hand and cash flows from operations in the past twelve months have generally provided the majority of cash used in investing activities (primarily for construction expenditures and property additions). During the past three years, ~~the Company was able to achieve~~ cost savings were achieved from debt refinancing and strategic debt redemptions. Certain pipe replacement work was accelerated during these years to take advantage of bonus depreciation tax incentives and to fortify system integrity and reliability. In addition, in March 2015, the Company filed an automatic shelf registration statement for the offer and sale of up to $100 million of its common stock for general corporate purposes and for the noted investment activities, refer to~~Note 5 – Common Stock~~ ~~and the discussion below.~~ The Company’s capitalization strategy is to maintain an appropriate balance of equity and debt to maintain strong investment-grade credit ratings, which should minimize interest costs.


SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		March 31, 2017

Cash Flows

Southwest Gas Corporation:

Operating Cash Flows.Cash flows provided by ~~consolidated~~ operating activities ~~increased $90.4~~decreased $141 million in the first three months of ~~2016~~2017 as compared to the same period of ~~2015.~~2016. The ~~improvement~~decline in operating cash flows was primarily attributable to ~~temporary increases attributable to working capital components overall. For instance,~~ the ~~timing of both billing and collecting accounts receivable balances~~change in deferred purchased gas costs, which favorably impacted the ~~current~~prior-year quarter, but had the opposite impact in the ~~prior-year~~current quarter. ~~Additionally, new and updated surcharges for decoupling mechanisms, conservation and energy efficiency and gas infrastructure programs improved cash flows during the first quarter of 2016.~~ Refer toResults of Natural Gas Operations andRates and Regulatory Proceedings.

Investing Cash Flows. Cash used in investing activities increased $16.6 million in the first three months of 2017 as compared to the same period of 2016. The increase was primarily due to additional construction expenditures, including scheduled and accelerated pipe replacement.

26Financing Cash Flows. Net cash used in financing activities decreased $152 million in the first three months of 2017 as compared to the same period of 2016. The decline was primarily due to the repayment of borrowings under the credit facility and commercial paper program in the prior-year quarter.


~~SOUTHWEST GAS CORPORATION~~		~~Form 10-Q~~
~~March 31, 2016~~

Southwest Gas Holdings, Inc.:

Operating Cash Flows. Cash flows provided by consolidated operating activities decreased $152.7 million in the first three months of 2017 as compared to the same period of 2016. The decline in operating cash flows was primarily attributable to the change in deferred purchased gas costs noted above.

Investing Cash Flows.Cash used in consolidated investing activities increased ~~$16.4~~$2.2 million in the first three months of ~~2016~~2017 as compared to the same period of ~~2015.~~2016. The increase was primarily due to additional construction expenditures, including scheduled and accelerated pipe replacement, ~~and~~partially offset by a reduction in equipment purchases by Centuri due to the increased replacement construction work of its customers. In association with the acquisition of construction services businesses, a $9 million working capital adjustment related to a contractual true-up period was paid in the first quarter of 2015.Centuri.

Financing Cash Flows.Net cash used in consolidated financing activities ~~increased $48.3~~decreased $145.3 million in the first three months of ~~2016~~2017 as compared to the same period of ~~2015.~~2016. The ~~long-term debt issuance amounts~~decline was primarily due to the repayment of borrowings under the credit facility and ~~retirements of long-term debt are attributable to Centuri’s borrowing and repayment activity. Southwest also issued stock under its Equity Shelf Program~~commercial paper program in the prior-year quarter. ~~See~~~~Note 5 – Common Stock~~~~, and discussion below.~~ Dividends paid increased in the first quarter of ~~2016~~2017 as compared to the first quarter of ~~2015~~2016 as a result of an increase in the quarterly dividend rate and an increase in the number of shares outstanding.

The ~~majority~~Company issued approximately 67,000 additional shares of ~~Centuri’s borrowings during~~common stock collectively through the ~~twelve months ended March 31, 2015 were associated with~~Restricted Stock/Unit Plan and the ~~acquisition of construction services businesses noted previously.~~Management Incentive Plan.

The capital requirements and resources of the Company generally are determined independently for the natural gas operations and construction services segments. Each business activity is generally responsible for securing its own financing sources.

Gas Segment Construction Expenditures ~~Debt Maturities,~~ and Financing

During the twelve-month period ended March 31, ~~2016,~~2017, construction expenditures for the natural gas operations segment were ~~$444~~$468 million. The majority of these expenditures represented costs associated with scheduled and accelerated replacement of existing transmission, distribution, and general plant. Cash flows from operating activities of Southwest were ~~$533~~$368 million during this time ~~which~~and provided ~~sufficient funding for~~approximately 67% of construction expenditures and dividend ~~requirements of the natural gas operations segment.~~requirements.

Southwest estimates natural gas segment construction expenditures during the three-year period ending December 31, ~~2018~~2019 will be between ~~$1.4~~$1.6 billion and ~~$1.6~~$1.8 billion. Of this amount, approximately ~~$460~~$570 million is expected to be incurred in ~~2016.~~2017. Southwest plans to continue, as appropriate, to request regulatory support to accelerate projects that improve system flexibility and reliability (including replacement of early vintage plastic and steel pipe). This includes ~~a future request~~the recent approval in ~~California~~Nevada to ~~initiate new~~complete $57.3 million in accelerated replacement projects in Nevada in 2017 as well as programs ~~and a request~~ included in the ~~current~~recently approved Arizona general rate case tosettlement (the continuation of the COYL program and implementation of a vintage steel pipe replacement program). Southwest may expand existing, or initiate new, programs. If efforts continue to be successful, significant replacement activities ~~are~~will be expected to continue well beyond the next few years. See alsoRates and Regulatory Proceedings for discussion of Nevada infrastructure, Arizona COYL, and an LNG facility. During the three-year period, cash flows from operating activities of Southwest are expected to provide approximately ~~65%~~60% to ~~75%~~70% of the funding ~~necessary~~ for ~~the~~ gas operations total construction expenditures and dividend requirements. Any additional cash requirements are expected to be provided by existing credit facilities


SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		March 31, 2017

and/or other external financing sources. The timing, types, and amounts of any additional external financings will be dependent on a number of factors, including the cost of gas purchases, conditions in the capital markets, timing and amounts of rate relief, growth levels in Southwest’s service areas, and earnings. External financings could include the issuance of ~~both~~ debt ~~and equity~~ securities, bank and other short-term borrowings, and other forms of financing.

During the three months ended March 31, 2016, the Company issued approximately 93,000 additional shares of common stock collectively through the Restricted Stock/Unit Plan, the Management Incentive Plan, and the Stock Incentive Plan. The Company raised approximately $549,000 from the issuance of shares of common stock through the Stock Incentive Plan.

Bonus Depreciation

In December 2015, the Protecting Americans from Tax Hikes Act of 2015 (“PATH Act”) was enacted extending the 50% bonus depreciation tax deduction for qualified property acquired or constructed and placed in-service during 2015 (and additional years as noted below) as well as other tax deductions, credits, and incentives. The bonus depreciation tax deduction will be phased out over five years. The PATH Act provides for a 50% bonus depreciation tax deduction in 2015 through 2017, 40% in 2018, 30% in 2019, and no deduction after 2019. Based on forecasted qualifying construction expenditures, Southwest estimates the bonus depreciation provision of the PATH Act will defer the payment of approximately ~~$55~~$30 million of federal income taxes for ~~2016.~~


~~SOUTHWEST GAS CORPORATION~~		~~Form 10-Q~~
~~March 31, 2016~~

2017.

Dividend Policy

~~In reviewing dividend policy,~~Dividends are payable on the Company’s common stock at the discretion of the Board of Directors (“Board”) ~~considers the adequacy and sustainability of earnings and cash flows of the Company and its subsidiaries; the strength of the Company’s capital structure; the sustainability of~~. In setting the dividend ~~through all business cycles; and whether the dividend is within a normal payout range for its respective businesses. As a result of its ongoing review of dividend policy, in February 2016,~~rate, the Board considers, among other factors, current and expected future earnings levels, our ongoing capital expenditure plans and expected external funding needs, our payout ratio, and our ability to maintain strong credit ratings and liquidity. The Company has paid dividends on its common stock since 1956 and has increased that dividend each year since 2007. In February 2017, the Board elected to increase the quarterly dividend from ~~40.5 cents~~$0.45 to ~~45 cents~~$0.495 per share, representing a 10% increase, effective with the June ~~2016~~2017 payment. The ~~Board’s policy is to target~~Board currently targets a ~~dividend~~ payout ratio ~~that allows the Company~~of 55% to ~~maintain its strong credit ratings and effectively fund its rate base growth and is consistent with the local distribution company peer group average. The timing and amount~~65% of any increases will be based on the Board’s continual review of the Company’s dividend rate in the context of the performance of the Company’s two operating segments and their future growth prospects.consolidated earnings per share.

Liquidity

Liquidity refers to the ability of an enterprise to generate sufficient amounts of cash through its operating activities and external financing to meet its cash requirements. Several general factors (some of which are out of the control of the Company) that could significantly affect liquidity in future years include: variability of natural gas prices, changes in the ratemaking policies of regulatory commissions, regulatory lag, customer growth in the natural gas segment’s service territories, ~~Southwest’s~~the ability to access and obtain capital from external sources, interest rates, changes in income tax laws, pension funding requirements, inflation, and the level of ~~Company~~ earnings. Natural gas prices and related gas cost recovery rates have historically had the most significant impact on ~~Company~~ liquidity.

On an interim basis, Southwest defers over- or under-collections of gas costs to PGA balancing accounts. In addition, Southwest uses this mechanism to either refund amounts over-collected or recoup amounts under-collected as compared to the price paid for natural gas during the period since the last PGA rate change went into effect. At March 31, ~~2016,~~2017, the combined balance in the PGA accounts totaled an over-collection of ~~$101~~$18 million. SeePGA Filingsfor more information.

In March ~~2016, the~~2017, Southwest Gas Holdings, Inc. entered into a credit facility with a borrowing capacity of $100 million that expires in March 2022. The Company intends to utilize this facility for short-term financing needs. At March 31, 2017, no borrowings were outstanding on this facility.

In March 2017, Southwest Gas Corporation amended its credit facility, increasing the borrowing capacity from $300 million ~~credit~~to $400 million, and ~~commercial paper facility. The~~extended the term of the facility ~~was previously scheduled to expire in~~from March ~~2020 and was extended~~2021 to March ~~2021.~~2022. Southwest ~~has designated~~continues to designate $150 million of the ~~$300 million~~ facility for long-term borrowing needs and the remaining ~~$150~~$250 million for working capital purposes. The maximum amount outstanding on the credit facility (including a commercial paper ~~program)~~program, as noted below) during the first quarter of ~~2016~~2017 was ~~$68~~$70 million. At March 31, ~~2016, no borrowings were~~2017, $15 million was outstanding on ~~either~~ the ~~short-term or~~ long-term ~~portions~~portion of the credit facility. The credit facility can be used as necessary to meet liquidity requirements, including temporarily financing under-collected PGA balances, if any, or meeting the refund needs of over-collected balances. This credit facility has been adequate for Southwest’s working capital needs outside of funds raised through operations and other types of external financing.

~~The Company~~


SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		March 31, 2017

Southwest has a $50 million commercial paper program. Any issuance under the commercial paper program is supported by ~~the Company’s~~Southwest’s current revolving credit facility and, therefore, does not represent additional borrowing capacity. Any borrowing under the commercial paper program will be designated as long-term debt. Interest rates for the commercial paper program are calculated at the current commercial paper rate during the borrowing term. At March 31, ~~2016,~~2017, no borrowings were outstanding under this program.

Centuri has a $300 million secured revolving credit and term loan facility that is scheduled to expire in October 2019. The term loan facility portion had an initial limit of approximately $150 million, which was reached in 2014 and is in the process of being ~~repaid.~~repaid ($105 million was outstanding at March 31, 2017). No further borrowing is permitted under this portion of the facility. The secured revolving credit facility portion also has a limit of $150 million; amounts borrowed and repaid under this portion of the facility are available to be re-borrowed. The maximum amount outstanding on the credit facility during the first quarter of ~~2016~~2017 was ~~$173 million, including $113 million outstanding on the term loan facility.~~$51.1 million. At March 31, ~~2016, $38.9~~2017, $51.1 million was outstanding on the Centuri secured revolving credit facility. At March 31, ~~2016,~~2017, there was approximately ~~$99~~$85 million, net of letters of credit, available under the line of credit.


~~SOUTHWEST GAS CORPORATION~~		~~Form 10-Q~~
~~March 31, 2016~~

Issuer credit ratings for the Company by Standard & Poor’s Ratings Services, Moody’s Investors Service, Inc. and Fitch Ratings were established at the time of the holding company reorganization, and the separate issuer credit ratings of Southwest were unchanged as a result of the reorganization. There were no changes to the credit ratings of the Company or Southwest during the first quarter of 2017. In connection with the reorganization, certain structural and operational “ring-fencing” measures were implemented that are intended to enhance the credit profile of Southwest. They include the creation of Southwest Utility Group, Inc. (“Utility Group”), a subsidiary of the Company, which is the direct parent of Southwest and whose operations are limited to owning and holding equity interests in Southwest, and provisions in the bylaws of both Southwest and Utility Group requiring each to have an independent director that does not serve on the board of the other affiliated entity and to manage and conduct its affairs as if each is an independent entity (including a prohibition on commingling of funds or pledging assets for the benefit of the other and restrictions on affiliate transactions).

The following table sets forth the ratios of earnings to fixed charges for the Company. Due to the seasonal nature of the Company’s business, these ratios are computed on a twelve-month basis:

   For the Twelve Months Ended
   March 31,
2016    December 31,
2015
Ratio of earnings to fixed charges
   3.46       3.43


	For the Twelve Months Ended
	March 31,		December 31,
	2017		2016
Ratio of earnings to fixed charges		3.28		3.46

Earnings are defined as the sum of pretax income plus fixed charges. Fixed charges consist of all interest expense including capitalized interest, one-third of rent expense (which approximates the interest component of such expense), and net amortized debt costs.

Forward-Looking Statements

This quarterly report contains statements which constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (“Reform Act”). All statements other than statements of historical fact included or incorporated by reference in this quarterly report are forward-looking statements, including, without limitation, statements regarding the Company’s plans, objectives, goals, intentions, projections, strategies, future events or performance, and underlying assumptions. The words “may,” “if,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “continue,” “forecast,” “intend,” “promote,” “seek,” and similar words and expressions are generally used and intended to identify forward-looking statements. For example, statements regarding operating margin patterns, customer growth, the composition of our customer base, price volatility, seasonal patterns, payment of debt, interest savings, the Company’s COLI strategy, ~~annual COLI returns,~~ replacement market and new construction market, bonus depreciation tax deductions, amount and timing for completion of estimated future construction expenditures, including the LNG facility in southern Arizona, ~~and~~ the cost of the 2018 Paiute expansion project in ~~Elko County,~~northern Nevada and northern California, forecasted operating cash flows and results of operations, net earnings impacts from gas infrastructure replacement surcharges, funding sources of cash requirements, amounts generally expected to be reflected in ~~2016~~2017 or future period revenues from regulatory rate proceedings including amounts resulting from the settled Arizona general rate case, rates and surcharges, PGA, and other rate adjustments, the expected CPUC approval of the request to extend the required application date for the next California general rate case and the annual PTY attrition adjustments through 2020, sufficiency of working capital


SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		March 31, 2017

and current credit facilities, bank lending practices, the Company’s views regarding its liquidity position, ability to raise funds and receive external financing capacity and the intent and ability to issue ~~the remaining capacity~~common stock under the Equity Shelf Program, future dividend increases and the Board’s current target dividend payout ratio, pension and post-retirement benefits, certain benefits of tax acts, the effect of any rate changes or regulatory proceedings, impacts of accounting standard updates, infrastructure replacement mechanisms and the COYL ~~program or ability to receive approval for an expansion of the~~ program, statements regarding future gas prices, gas purchase contracts and derivative financial instruments, recoverability of regulatory assets, the impact of certain legal proceedings, ~~the success in securing remaining approvals of the proposed holding company structure or timing of the related reorganization,~~ and the timing and results of future rate hearings and approvals are forward-looking statements. All forward-looking statements are intended to be subject to the safe harbor protection provided by the Reform Act.

A number of important factors affecting the business and financial results of the Company could cause actual results to differ materially from those stated in the forward-looking statements. These factors include, but are not limited to, customer growth rates, conditions in the housing market, the ability to recover costs through the PGA mechanisms or other regulatory assets, the effects of regulation/deregulation, the timing and amount of rate relief, changes in rate design, variability in volume of gas or transportation service sold to customers, changes in gas procurement practices, changes in capital requirements and funding, the impact of conditions in the capital markets on financing costs, changes in construction expenditures and financing, changes in operations and maintenance expenses, effects of pension expense forecasts, accounting changes, future liability claims, changes in pipeline capacity for the transportation of gas and related costs, results of Centuri bid work, ~~impacts of structural and management changes at Centuri,~~ Centuri construction expenses, differences between actual and originally expected outcomes of Centuri bid or other fixed-price construction agreements, and ability to successfully procure new work, impacts from work awarded or failing to be awarded from significant customers, acquisitions and management’s plans related thereto, competition, our ability to raise capital in external financings, our ability to continue to remain within the ratios and other limits subject to our debt covenants, and ongoing evaluations in regard to goodwill and other intangible assets. In addition, the Company can provide no assurance that its discussions regarding certain trends relating to its financing and operating expenses will continue in future periods. For additional information on the risks associated with the Company’s business, seeItem1A. Risk Factors andItem 7A. Quantitative and Qualitative Disclosures About Market Risk in the ~~Company’s~~ Annual Report onForm 10-K for the year ended December 31, ~~2015.~~


~~SOUTHWEST GAS CORPORATION~~		~~Form 10-Q~~
~~March 31, 2016~~

2016.

All forward-looking statements in this quarterly report are made as of the date hereof, based on information available to the Company as of the date hereof, and the Company assumes no obligation to update or revise any of its forward-looking statements even if experience or future changes show that the indicated results or events will not be realized.We caution you not to unduly rely on any forward-looking statement(s).

~~ITEM 3.~~

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

SeeItem 7A. Quantitative and Qualitative Disclosures about Market Risk in the ~~Company’s 2015~~2016 Annual Report on Form 10-K filed with the SEC. No material changes have occurred related to the ~~Company’s~~ disclosures about market risk.

~~ITEM 4.~~

~~CONTROLS AND PROCEDURES~~

~~The Company~~ITEM 4. CONTROLS AND PROCEDURES

Management of Southwest Gas Holdings, Inc. and Southwest Gas Corporation has established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in their respective reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to ~~our~~ management of each company, including ~~our~~each respective Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and benefits of controls must be considered relative to their costs. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the control. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

Based on the most recent evaluation, as of March 31, ~~2016,~~2017, management of ~~the Company,~~Southwest Gas Holdings, Inc., including the Chief Executive Officer and Chief Financial Officer, believe the Company’s disclosure controls and procedures are effective at attaining the level of reasonable assurance noted above.

In January 2016, the Company implemented a financial systems modernization project which resulted in a material change in internal controls over financial reporting. This project involved replacing or changing several financial systems previously used by the natural gas operations segment, including the replacement of the general ledger system, updating the payroll/human resources module, and adding substantial functionality in the area of supply chain processes. The new/updated systems were used in administering to and preparing first quarter 2016 financial information. Management monitored developments related to the financial systems modernization project, including working with the project team and management of affected departments to ensure control impacts were identified and documented, in order to assist in evaluating impacts to internal control. Pre-implementation testing and post-implementation reviews were conducted by management to ensure that internal controls surrounding the implementation process, application controls, and closing process were properly designed to prevent material financial statement errors. Such procedures included the review of required documents, user acceptance testing, change management procedures, assessment of access controls, data migration processes and month-end reconciliations.


SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		March 31, 2017

There have been no ~~other~~ changes in the Company’s internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the first quarter of ~~2016~~2017 that have materially affected, or are likely to materially affect, the Company’s internal controls over financial reporting.

Based on the most recent evaluation, as of March 31, 2017, management of Southwest Gas Corporation, including the Chief Executive Officer and Chief Financial Officer, believe Southwest’s disclosure controls and procedures are effective at attaining the level of reasonable assurance noted above.


~~SOUTHWEST GAS CORPORATION~~		~~Form 10-Q~~
~~March 31, 2016~~

There have been no changes in Southwest’s internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the first quarter of 2017 that have materially affected, or are likely to materially affect Southwest’s internal controls over financial reporting.

PART II - OTHER INFORMATION

~~ITEM 1.~~

ITEM 1. LEGAL PROCEEDINGS

The Company is named as a defendant in various legal proceedings. The ultimate dispositions of these proceedings are not presently determinable; however, it is the opinion of management that none of this litigation individually or in the aggregate will have a material adverse impact on the Company’s financial position or results of operations.

ITEMS 1A through 3.None.

~~ITEMS 1A~~

~~through 3.~~

ITEM 4. MINE SAFETY DISCLOSURESNot applicable.

ITEM 5. OTHER INFORMATIONNone.

~~ITEM 4.~~

~~MINE SAFETY DISCLOSURES~~ ~~Not applicable.~~

~~ITEM 5.~~

~~OTHER INFORMATION~~ ~~None.~~

~~ITEM 6.~~

ITEM 6. EXHIBITS

The following documents are filed, or furnished, as applicable, as part of this report on Form 10-Q:



Exhibit ~~3(ii)~~1.01	-	~~Amended Bylaws of~~Sales Agency Agreement, dated March 29, 2017, between Southwest Gas ~~Corporation.~~Holdings, Inc. and BNY Mellon Capital Markets, LLC. Incorporated herein by reference to Exhibit 1.1 to Form S-3 dated March 29, 2017, File No. 333-217018.

Exhibit 10.01	-	Amendment No. 4 to Revolving Credit Agreement, including amended and restated Credit Facility, dated as of March 28, 2017, by and among Southwest Gas Corporation, ~~– Amendment~~each of the lenders parties to the Revolving Credit Agreement referred to therein, and The Bank of New York Mellon, as Administrative Agent. Incorporated herein by reference to Exhibit 10.1 to Form 8-K dated March 28, 2017, File No. ~~3 to Revolving~~1-7850.

Exhibit 10.02	-	Southwest Gas Holdings, Inc. $100 million Credit Facility Agreement. Incorporated herein by reference to Exhibit 10.1 to Form 8-K dated March 28, ~~2016,~~2017, File No. ~~1-07850.~~001-37976.

Exhibit 12.01	-	Computation of Ratios of Earnings to Fixed ~~Charges.~~Charges – Southwest Gas Holdings, Inc.

Exhibit 31.01	-	Section 302 ~~Certifications.~~Certifications–Southwest Gas Holdings, Inc.

Exhibit 31.02	-	Section 302 Certifications–Southwest Gas Corporation.

Exhibit 32.01	-	Section 906 ~~Certifications.~~Certifications–Southwest Gas Holdings, Inc.

Exhibit ~~101~~32.02	-	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, formatted in Extensible Business Reporting Language (“XBRL”): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) the Notes to the Condensed Consolidated Financial Statements.Section 906 Certifications–Southwest Gas Corporation.

Exhibit 101.INS	-	XBRL Instance Document

Exhibit 101SCH	-	XBRL Schema Document

Exhibit 101.CAL	-	XBRL Calculation Linkbase Document

Exhibit 101.DEF	-	XBRL Definition Linkbase Document

Exhibit 101.LAB	-	XBRL Label Linkbase Document

Exhibit101.PRE	-	XBRL Presentation Linkbase Document

3143


SOUTHWEST GAS ~~CORPORATION~~HOLDINGS, INC.		Form 10-Q
~~March 31, 2016~~SOUTHWEST GAS CORPORATION		March 31, 2017

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 thereunto duly authorized.


						Southwest Gas ~~Corporation~~Holdings, Inc.
						(Registrant)

Date: May 9, 2017

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 thereunto duly authorized.

Southwest Gas Corporation

(Registrant)

Date: May 9, 2017

/s/ GREGORY J. PETERSON

Gregory J. Peterson

Vice President/Controller and Chief Accounting Officer

3244


	MARCH 31, 2016			DECEMBER 31, 2015
	MARCH 31, 2016			DECEMBER 31, 2015
ASSETS
Utility plant:
Gas plant	$	5,961,648		$	5,854,917
Less: accumulated depreciation		(2,110,238	)		(2,084,007	)
Acquisition adjustments, net		325			370
Construction work in progress		77,218			119,805

Net utility plant		3,928,953			3,891,085

Other property and investments		328,115			313,531

Current assets:
Cash and cash equivalents		60,809			35,997
Accounts receivable, net of allowances		271,314			314,512
Accrued utility revenue		45,100			74,700
Income taxes receivable, net		11,926			34,175
Deferred purchased gas costs		—			3,591
Prepaids and other current assets		81,079			95,199

Total current assets		470,228			558,174

Noncurrent assets:
Goodwill		132,774			126,145
Deferred income taxes		598			428
Deferred charges and other assets		455,340			469,322

Total noncurrent assets		588,712			595,895

Total assets	$	5,316,008		$	5,358,685

CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock, $1 par (authorized - 60,000,000 shares; issued and outstanding - 47,470,282 and 47,377,575 shares)	$	49,100		$	49,007
Additional paid-in capital		898,463			896,448
Accumulated other comprehensive income (loss), net		(48,386	)		(50,268	)
Retained earnings		753,105			699,221

Total Southwest Gas Corporation equity		1,652,282			1,594,408
Noncontrolling interest		(2,099	)		(2,083	)

Total equity		1,650,183			1,592,325
Redeemable noncontrolling interest		15,960			16,108
Long-term debt, less current maturities		1,388,968			1,551,204

Total capitalization		3,055,111			3,159,637

Current liabilities:
Current maturities of long-term debt		48,596			19,475
Short-term debt		—			18,000
Accounts payable		133,884			164,857
Customer deposits		72,903			72,631
Income taxes payable		8			940
Accrued general taxes		62,233			47,337
Accrued interest		21,814			16,173
Deferred purchased gas costs		100,987			45,601
Other current liabilities		137,642			150,031

Total current liabilities		578,067			535,045

Deferred income taxes and other credits:
Deferred income taxes and investment tax credits		789,961			769,445
Accumulated removal costs		304,000			303,000
Other deferred credits and other long-term liabilities		588,869			591,558

Total deferred income taxes and other credits		1,682,830			1,664,003

Total capitalization and liabilities	$	5,316,008		$	5,358,685


(Thousands of dollars)	Three Months Ended March 31, 2016		Twelve Months Ended March 31, 2016
Paid to counterparties	$	4,324	$	7,891


	March 31, 2016					December 31, 2015
	Carrying Amount			Market Value		Carrying Amount			Market Value
(Thousands of dollars)
Debentures:
Notes, 4.45%, due 2020	$	125,000		$	132,708	$	125,000		$	130,273
Notes, 6.1%, due 2041		125,000			143,638		125,000			141,581
Notes, 3.875%, due 2022		250,000			265,240		250,000			253,600
Notes, 4.875%, due 2043		250,000			255,485		250,000			251,483
8% Series, due 2026		75,000			97,286		75,000			97,035
Medium-term notes, 7.59% series, due 2017		25,000			26,016		25,000			26,253
Medium-term notes, 7.78% series, due 2022		25,000			30,439		25,000			29,855
Medium-term notes, 7.92% series, due 2027		25,000			32,188		25,000			31,890
Medium-term notes, 6.76% series, due 2027		7,500			8,762		7,500			8,684
Unamortized discount and debt issuance costs		(6,017	)				(6,137	)

		901,483					901,363

Revolving credit facility and commercial paper		—			—		150,000			150,000

Industrial development revenue bonds:
Variable-rate bonds:
Tax-exempt Series A, due 2028		50,000			50,000		50,000			50,000
2003 Series A, due 2038		50,000			50,000		50,000			50,000
2008 Series A, due 2038		50,000			50,000		50,000			50,000
2009 Series A, due 2039		50,000			50,000		50,000			50,000
Fixed-rate bonds:
4.85% 2005 Series A, due 2035		100,000			101,410		100,000			100,452
4.75% 2006 Series A, due 2036		24,855			25,084		24,855			25,130
Unamortized discount and debt issuance costs		(3,765	)				(3,946	)

		321,090					320,909

Centuri term loan facility		117,556			117,658		112,571			112,665
Unamortized debt issuance costs		(601	)				(692	)

		116,955					111,879

Centuri secured revolving credit facility		38,885			38,912		60,627			60,724
Centuri other debt obligations		59,151			58,963		25,901			26,059

		1,437,564					1,570,679
Less: current maturities		(48,596	)				(19,475	)

Long-term debt, less current maturities	$	1,388,968				$	1,551,204


	Three Months Ended March 31, 2016									Three Months Ended March 31, 2015
	Before- Tax Amount			Tax (Expense) or Benefit (1)			Net-of- Tax Amount			Before- Tax Amount			Tax (Expense) or Benefit (1)			Net-of- Tax Amount
	Before- Tax Amount			Tax (Expense) or Benefit (1)			Net-of- Tax Amount			Before- Tax Amount			Tax (Expense) or Benefit (1)			Net-of- Tax Amount
Defined benefit pension plans:
Amortization of prior service cost	$	334		$	(127	)	$	207		$	333		$	(127	)	$	206
Amortization of net actuarial (gain)/loss		6,767			(2,571	)		4,196			8,596			(3,266	)		5,330
Regulatory adjustment		(6,123	)		2,327			(3,796	)		(7,787	)		2,959			(4,828	)

Pension plans other comprehensive income (loss)		978			(371	)		607			1,142			(434	)		708

FSIRS (designated hedging activities):
Amounts reclassifed into net income		836			(317	)		519			836			(317	)		519

FSIRS other comprehensive income		836			(317	)		519			836			(317	)		519

Foreign currency translation adjustments:
Translation adjustments		782			—			782			(1,272	)		—			(1,272	)

Foreign currency other comprehensive income (loss)		782			—			782			(1,272	)		—			(1,272	)

Total other comprehensive income (loss)	$	2,596		$	(688	)	$	1,908		$	706		$	(751	)	$	(45	)


	March 31, 2016			December 31, 2015			March 31, 2015
Arizona	$	(24.7	)	$	(3.5	)	$	25.1
Northern Nevada		(12.6	)		(2.3	)		0.2
Southern Nevada		(63.4	)		(39.8	)		(0.4	)
California		(0.3	)		3.6			3.2

	$	(101.0	)	$	(42.0	)	$	28.1

Large accelerated filer

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Non-accelerated filer

Smaller reporting company

Emerging growth company