UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form10-Q

~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)~~

~~OF THE SECURITIES EXCHANGE ACT OF 1934~~


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

For the quarterly period ended ~~September~~June 30, ~~2017~~

2022


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

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~~

~~81-3881866~~

~~5241 Spring Mountain Road~~

Delaware

81-3881866

8360 S. Durango Drive

Post Office Box 98510

Las Vegas, ~~Nevada 89193-8510~~

Nevada

89193-8510

~~(702) 876-7237~~

~~1-7850~~

~~Southwest Gas Corporation~~

~~California~~

~~88-0085720~~

~~5241 Spring Mountain Road~~

~~Post Office Box 98510~~

(702)

876-7237

~~Las Vegas, Nevada 89193-8510~~

1-7850

Southwest Gas Corporation

California

88-0085720

8360 S. Durango Drive

~~(702) 876-7237~~

Post Office Box 98510

Las Vegas,

Nevada

89193-8510

(702)

876-7237

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Southwest Gas Holdings, Inc. Common Stock, $1 Par Value

SWX

New York Stock Exchange

Preferred Stock Purchase Rights

N/A

New York Stock Exchange

Indicate by check mark whether each ~~registrant~~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~~each registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether 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 RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that ~~the~~each registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

Indicate by check mark whether each registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”~~“non-accelerated~~ “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.

Southwest Gas Holdings, Inc.:

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

Southwest Gas Corporation:

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☐

��

Indicate by check mark whether each registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes ☐ No ☒

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, ~~47,731,840~~67,007,222 shares as of ~~October 27, 2017.~~

July 29, 2022.

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.~~

July 29, 2022.

SOUTHWEST GAS CORPORATION MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION (H)(1)(a) and (b) OF FORM10-Q AND IS THEREFORE FILING THIS REPORT WITH THE REDUCED DISCLOSURE FORMAT AS PERMITTED BY GENERAL INSTRUCTION H(2).


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~September~~June 30, ~~2017~~2022

FILING FORMAT

This quarterly report onForm 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 Form10-Q includes separate financial statements (i.e., balance sheets, statements of income, statements of comprehensive income, statements of cash flows, and statements of ~~cash flows)~~equity) for Southwest Gas Holdings, Inc. and Southwest Gas Corporation, in that order. The Notes to the Condensed 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.


			2


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~September~~June 30, ~~2017~~2022

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SOUTHWEST GAS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Thousands of dollars, except par value)

(Unaudited)

   SEPTEMBER 30,
2017 DECEMBER 31,
2016
ASSETS

Utility plant:

Gas plant
   $ 6,440,547 $ 6,193,564
Less: accumulated depreciation
   (2,218,796 ) (2,172,966 )
Acquisition adjustments, net
   81 196
Construction work in progress
   164,030 111,177


Net utility plant
   4,385,862 4,131,971


Other property and investments
   369,303 342,343


Current assets:

Cash and cash equivalents
   59,152 28,066
Accounts receivable, net of allowances
   301,792 285,145
Accrued utility revenue
   34,100 76,200
Income taxes receivable, net
   5,462 4,455
Deferred purchased gas costs
   6,230 2,608
Prepaids and other current assets
   132,182 136,833


Total current assets
   538,918 533,307


Noncurrent assets:

Goodwill
   147,865 139,983
Deferred income taxes
   1,467 1,288
Deferred charges and other assets
   411,655 432,234


Total noncurrent assets
   560,987 573,505


Total assets
   $ 5,855,070 $ 5,581,126


CAPITALIZATION AND LIABILITIES

Capitalization:

Common stock, $1 par (authorized—60,000,000 shares; issued and outstanding—47,731,840 and 47,482,068 shares)
   $ 49,362 $ 49,112
Additionalpaid-in capital
   924,213 903,123
Accumulated other comprehensive income (loss), net
   (42,818 ) (48,008 )
Retained earnings
   784,934 759,263


Total Southwest Gas Holdings, Inc. equity
   1,715,691 1,663,490
Noncontrolling interest
   (2,295 ) (2,217 )


Total equity
   1,713,396 1,661,273
Redeemable noncontrolling interest
   —   22,590
Long-term debt, less current maturities
   1,731,981 1,549,983


Total capitalization
   3,445,377 3,233,846


Current liabilities:

Current maturities of long-term debt
   28,453 50,101
Short-term debt
   110,500 —
Accounts payable
   159,382 184,669
Customer deposits
   70,162 72,296
Income taxes payable
   1,543 1,909
Accrued general taxes
   48,998 42,921
Accrued interest
   24,543 17,939
Deferred purchased gas costs
   14,971 90,476
Other current liabilities
   197,854 168,064


Total current liabilities
   656,406 628,375


Deferred income taxes and other credits:

Deferred income taxes and investment tax credits
   894,011 840,653
Accumulated removal costs
   312,000 308,000
Other deferred credits and other long-term liabilities
   547,276 570,252


Total deferred income taxes and other credits
   1,753,287 1,718,905


Total capitalization and liabilities
   $ 5,855,070 $ 5,581,126


	June 30, 2022		December 31, 2021
ASSETS
Regulated operations plant:
Gas plant	$	11,049,050	$	10,789,690
Less: accumulated depreciation	(3,496,191)		(3,397,736)
Construction work in progress	218,638		202,068
Net regulated operations plant	7,771,497		7,594,022
Other property and investments, net	1,312,701		1,316,479
Current assets:
Cash and cash equivalents	215,963		222,697
Accounts receivable, net of allowances	750,794		707,127
Accrued utility revenue	40,000		84,900
Income taxes receivable, net	19,147		16,816
Deferred purchased gas costs	354,571		291,145
Prepaid and other current assets	263,363		292,082
Total current assets	1,643,838		1,614,767
Noncurrent assets:
Goodwill	1,750,472		1,781,332
Deferred income taxes	168		121
Deferred charges and other assets	444,332		458,536
Total noncurrent assets	2,194,972		2,239,989
Total assets	$	12,923,008	$	12,765,257
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock, $1 par (authorized - 120,000,000 shares; issued and outstanding - 67,003,792 and 60,422,081 shares)	$	68,634	$	62,052
Additional paid-in capital	2,279,493		1,824,216
Accumulated other comprehensive loss, net	(45,528)		(46,761)
Retained earnings	1,156,253		1,114,313
Total equity	3,458,852		2,953,820
Redeemable noncontrolling interests	122,656		196,717
Long-term debt, less current maturities	4,588,454		4,115,684
Total capitalization	8,169,962		7,266,221
Current liabilities:
Current maturities of long-term debt	41,276		297,324
Short-term debt	1,462,747		1,909,000
Accounts payable	306,753		353,365
Customer deposits	53,991		59,327
Income taxes payable, net	1,725		6,734
Accrued general taxes	55,883		53,473
Accrued interest	35,697		30,964
Deferred purchased gas costs	4,986		5,736
Other current liabilities	387,359		396,126
Total current liabilities	2,350,417		3,112,049
Deferred income taxes and other credits:
Deferred income taxes and investment tax credits, net	785,258		768,868
Accumulated removal costs	494,554		480,583
Other deferred credits and other long-term liabilities	1,122,817		1,137,536
Total deferred income taxes and other credits	2,402,629		2,386,987
Total capitalization and liabilities	$	12,923,008	$	12,765,257

The accompanying notes are an integral part of these statements.


			3


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~September~~June 30, ~~2017~~2022

SOUTHWEST GAS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)

   THREE MONTHS ENDED NINE MONTHS ENDED TWELVE MONTHS ENDED
   SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
   2017 2016 2017 2016 2017 2016
Operating revenues:

Gas operating revenues
   $ 213,059 $ 200,179 $ 935,823 $ 980,927 $ 1,276,308 $ 1,376,388
Construction revenues
   380,094 339,790 872,536 838,038 1,173,576 1,127,982


Total operating revenues
   593,153 539,969 1,808,359 1,818,965 2,449,884 2,504,370


Operating expenses:

Net cost of gas sold
   45,539 39,056 261,839 324,072 334,888 460,836
Operations and maintenance
   102,278 102,438 314,488 301,979 414,233 400,222
Depreciation and amortization
   58,529 69,845 189,089 217,764 260,457 286,977
Taxes other than income taxes
   14,046 12,480 43,325 39,480 56,221 51,810
Construction expenses
   342,629 300,611 806,586 757,919 1,073,090 1,009,188


Total operating expenses
   563,021 524,430 1,615,327 1,641,214 2,138,889 2,209,033


Operating income
   30,132 15,539 193,032 177,751 310,995 295,337


Other income and (expenses):

Net interest deductions
   (19,494 ) (18,158 ) (56,863 ) (54,100 ) (76,423 ) (71,884 )
Other income (deductions)
   2,876 2,565 8,788 6,756 11,501 10,861


Total other income and (expenses)
   (16,618 ) (15,593 ) (48,075 ) (47,344 ) (64,922 ) (61,023 )


Income (loss) before income taxes
   13,514 (54 ) 144,957 130,407 246,073 234,314
Income tax expense (benefit)
   3,094 (2,961 ) 47,411 43,046 82,833 80,255


Net income
   10,420 2,907 97,546 87,361 163,240 154,059
Net income attributable to noncontrolling interests
   216 435 170 500 684 1,079


Net income attributable to Southwest Gas Holdings, Inc.
   $ 10,204 $ 2,472 $ 97,376 $ 86,861 $ 162,556 $ 152,980


Basic earnings per share
   $ 0.21 $ 0.05 $ 2.05 $ 1.83 $ 3.42 $ 3.22


Diluted earnings per share
   $ 0.21 $ 0.05 $ 2.03 $ 1.82 $ 3.39 $ 3.20


Dividends declared per share
   $ 0.495 $ 0.450 $ 1.485 $ 1.350 $ 1.935 $ 1.755


Average number of common shares outstanding
   47,628 47,481 47,577 47,464 47,553 47,442
Average shares outstanding (assuming dilution)
   47,986 47,830 47,912 47,802 47,896 47,787


	Three Months Ended June 30,				Six Months Ended June 30,				Twelve Months Ended June 30,
	2022		2021		2022		2021		2022		2021
Operating revenues:
Regulated operations revenues	$	440,030	$	292,796	$	1,183,562	$	814,728	$	1,890,624	$	1,400,052
Utility infrastructure services revenues	706,090		528,625		1,229,967		892,600		2,496,028		2,012,582
Total operating revenues	1,146,120		821,421		2,413,529		1,707,328		4,386,652		3,412,634
Operating expenses:
Net cost of gas sold	147,860		76,496		446,778		232,517		645,168		347,060
Operations and maintenance	175,791		104,833		325,094		211,523		586,717		416,439
Depreciation and amortization	108,010		82,848		230,656		176,290		425,407		343,447
Taxes other than income taxes	22,606		19,338		47,422		40,025		87,740		71,765
Utility infrastructure services expenses	646,193		478,640		1,149,425		814,254		2,290,638		1,794,145
Total operating expenses	1,100,460		762,155		2,199,375		1,474,609		4,035,670		2,972,856
Operating income	45,660		59,266		214,154		232,719		350,982		439,778
Other income and (expenses):
Net interest deductions	(53,206)		(25,939)		(101,569)		(49,903)		(170,864)		(106,550)
Other income (deductions)	(2,835)		(1,311)		(1,591)		(863)		(4,227)		5,193
Total other income and (expenses)	(56,041)		(27,250)		(103,160)		(50,766)		(175,091)		(101,357)
Income (loss) before income taxes	(10,381)		32,016		110,994		181,953		175,891		338,421
Income tax expense (benefit)	(4,300)		5,542		19,825		36,634		22,839		67,003
Net income (loss)	(6,081)		26,474		91,169		145,319		153,052		271,418
Net income attributable to noncontrolling interests	494		1,355		1,566		2,907		5,082		7,189
Net income (loss) attributable to Southwest Gas Holdings, Inc.	$	(6,575)	$	25,119	$	89,603	$	142,412	$	147,970	$	264,229
Earnings (loss) per share:
Basic	$	(0.10)	$	0.43	$	1.40	$	2.45	$	2.39	$	4.61
Diluted	$	(0.10)	$	0.43	$	1.40	$	2.45	$	2.38	$	4.60
Weighted average shares:
Basic	67,045		58,607		63,909		58,106		62,022		57,348
Diluted	67,190		58,710		64,041		58,197		62,157		57,440

The accompanying notes are an integral part of these statements.


			4


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~September~~June 30, ~~2017~~2022

SOUTHWEST GAS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Thousands of dollars)

(Unaudited)

   THREE MONTHS ENDED NINE MONTHS ENDED TWELVE MONTHS ENDED
   SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
   2017 2016 2017 2016 2017 2016
Net income
   $ 10,420 $ 2,907 $ 97,546 $ 87,361 $ 163,240 $ 154,059


Other comprehensive income (loss), net of tax

Defined benefit pension plans:

Net actuarial gain (loss)
   —   —   —   —   (14,118 ) (18,922 )
Amortization of prior service cost
   207 207 621 621 828 828
Amortization of net actuarial loss
   3,944 4,196 11,832 12,586 16,027 17,915
Regulatory adjustment
   (3,555 ) (3,796 ) (10,667 ) (11,388 ) (2,741 ) (404 )


Net defined benefit pension plans
   596 607 1,786 1,819 (4 ) (583 )


Forward-starting interest rate swaps:

Amounts reclassified into net income
   518 518 1,554 1,556 2,073 �� 2,073


Net forward-starting interest rate swaps
   518 518 1,554 1,556 2,073 2,073


Foreign currency translation adjustments
   1,012 (238 ) 1,861 614 1,408 233


Total other comprehensive income, net of tax
   2,126 887 5,201 3,989 3,477 1,723


Comprehensive income
   12,546 3,794 102,747 91,350 166,717 155,782
Comprehensive income attributable to noncontrolling interests
   198 427 181 521 679 1,089


Comprehensive income attributable to Southwest Gas Holdings, Inc.
   $ 12,348 $ 3,367 $ 102,566 $ 90,829 $ 166,038 $ 154,693


	Three Months Ended June 30,				Six Months Ended June 30,				Twelve Months Ended June 30,
	2022		2021		2022		2021		2022		2021
Net income (loss)	$	(6,081)	$	26,474	$	91,169	$	145,319	$	153,052	$	271,418
Other comprehensive income (loss), net of tax
Defined benefit pension plans:
Net actuarial gain (loss)	—		—		—		—		44,974		(43,730)
Amortization of prior service cost	33		182		66		364		431		802
Amortization of net actuarial loss	6,615		8,472		13,231		16,946		30,179		31,322

Regulatory adjustment	(5,524)		(7,277)		(11,047)		(14,554)		(63,520)		3,856
Net defined benefit pension plans	1,124		1,377		2,250		2,756		12,064		(7,750)
Forward-starting interest rate swaps (“FSIRS”):
Amounts reclassified into net income	—		414		416		827		1,241		2,023
Net forward-starting interest rate swaps	—		414		416		827		1,241		2,023
Foreign currency translation adjustments	(2,680)		909		(1,433)		1,732		(3,145)		5,656
Total other comprehensive income (loss), net of tax	(1,556)		2,700		1,233		5,315		10,160		(71)
Comprehensive income (loss)	(7,637)		29,174		92,402		150,634		163,212		271,347
Comprehensive income attributable to noncontrolling interests	494		1,355		1,566		2,907		5,082		7,189
Comprehensive income (loss) attributable to Southwest Gas Holdings, Inc.	$	(8,131)	$	27,819	$	90,836	$	147,727	$	158,130	$	264,158

The accompanying notes are an integral part of these statements.


			5


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~September~~June 30, ~~2017~~2022

SOUTHWEST GAS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Thousands of dollars)

(Unaudited)

   NINE MONTHS ENDED TWELVE MONTHS ENDED
   SEPTEMBER 30 SEPTEMBER 30
   2017 2016 2017 2016
CASH FLOW FROM OPERATING ACTIVITIES:

Net income
   $ 97,546 $ 87,361 $ 163,240 $ 154,059
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization
   189,089 217,764 260,457 286,977
Deferred income taxes
   49,409 43,702 74,439 86,526
Changes in current assets and liabilities:

Accounts receivable, net of allowances
   (15,330 ) 28,531 (13,765 ) (17,889 )
Accrued utility revenue
   42,100 41,700 (1,100 ) (800 )
Deferred purchased gas costs
   (79,127 ) 81,389 (114,658 ) 79,460
Accounts payable
   (26,771 ) (24,942 ) 19,866 10,445
Accrued taxes
   4,689 (7,055 ) 38,084 (11,033 )
Other current assets and liabilities
   43,044 12,022 3,590 22,034
Gains on sale
   (1,452 ) (4,117 ) (4,483 ) (4,200 )
Changes in undistributed stock compensation
   9,199 4,347 10,308 5,142
AFUDC
   (2,077 ) (1,893 ) (2,473 ) (2,890 )
Changes in other assets and deferred charges
   (14,470 ) 3,926 (1,436 ) 4,183
Changes in other liabilities and deferred credits
   3,395 (4,813 ) (10,239 ) 702


Net cash provided by operating activities
   299,244 477,922 421,830 612,716


CASH FLOW FROM INVESTING ACTIVITIES:

Construction expenditures and property additions
   (449,998 ) (404,388 ) (575,141 ) (555,819 )
Acquisition of businesses, net of cash acquired
   —   (17,000 ) —   (17,000 )
Changes in customer advances
   (1,951 ) 5,445 504 9,445
Miscellaneous inflows
   9,160 7,965 14,234 4,726


Net cash used in investing activities
   (442,789 ) (407,978 ) (560,403 ) (558,648 )


CASH FLOW FROM FINANCING ACTIVITIES:

Issuance of common stock, net
   11,563 530 11,505 507
Dividends paid
   (68,503 ) (61,950 ) (89,870 ) (81,138 )
Centuri distribution to redeemable noncontrolling interest
   (204 ) (99 ) (544 ) (198 )
Issuance of long-term debt, net
   104,308 408,946 119,308 420,946
Retirement of long-term debt
   (100,240 ) (196,351 ) (159,162 ) (240,999 )
Change in credit facility and commercial paper
   145,000 (150,000 ) 150,000 (97,000 )
Change in short-term debt
   110,500 (18,000 ) 110,500 —
Principal payments on capital lease obligations
   (796 ) (1,125 ) (1,025 ) (1,449 )
Redemption of Centuri shares from noncontrolling parties
   (23,000 ) —   (23,000 ) —
Withholding remittance—share-based compensation
   (3,176 ) (2,119 ) (3,176 ) (2,164 )
Other
   (1,104 ) (605 ) (2,068 ) (60 )


Net cash provided by (used in) financing activities
   174,348 (20,773 ) 112,468 (1,555 )


Effects of currency translation on cash and cash equivalents
   283 (14 ) 103 (318 )


Change in cash and cash equivalents
   31,086 49,157 (26,002 ) 52,195
Cash and cash equivalents at beginning of period
   28,066 35,997 85,154 32,959


Cash and cash equivalents at end of period
   $ 59,152 $ 85,154 $ 59,152 $ 85,154


Supplemental information:

Interest paid, net of amounts capitalized
   $ 45,771 $ 47,134 $ 66,077 $ 68,445
Income taxes paid (received)
   3,687 6,530 (21,875 ) 9,899


	Six Months Ended June 30,				Twelve Months Ended June 30,
	2022		2021		2022		2021
CASH FLOW FROM OPERATING ACTIVITIES:
Net income	$	91,169	$	145,319	$	153,052	$	271,418
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	230,656		176,290		425,407		343,447
Deferred income taxes	30,163		44,178		47,197		63,774
Changes in current assets and liabilities:
Accounts receivable, net of allowances	(42,212)		10,005		(103,771)		(29,021)
Accrued utility revenue	44,900		43,900		(1,500)		(2,700)
Deferred purchased gas costs	(64,176)		(287,687)		(120,217)		(305,043)
Accounts payable	(33,356)		(41,075)		58,145		(1,571)
Accrued taxes	(5,023)		(3,164)		(8,584)		2,988
Other current assets and liabilities	16,480		(31,928)		(40,801)		(3,039)
Gains on sale of property and equipment	(3,475)		(4,033)		(6,348)		(5,572)
Changes in undistributed stock compensation	7,036		5,736		10,594		8,518
Equity AFUDC	(575)		—		(575)		(2,543)
Changes in deferred charges and other assets	13,736		(11,171)		11,366		(35,494)
Changes in other liabilities and deferred credits	(21,705)		(45,013)		(50,321)		(52,865)
Net cash provided by operating activities	263,618		1,357		373,644		252,297
CASH FLOW FROM INVESTING ACTIVITIES:
Construction expenditures and property additions	(367,932)		(338,049)		(745,509)		(739,719)
Acquisition of businesses, net of cash acquired	(18,809)		—		(2,373,069)		—
Changes in customer advances	17,051		7,507		25,518		17,442
Other	3,905		9,159		13,002		13,367
Net cash used in investing activities	(365,785)		(321,383)		(3,080,058)		(708,910)
CASH FLOW FROM FINANCING ACTIVITIES:
Issuance of common stock, net	456,280		121,302		548,619		205,049
Centuri distribution to redeemable noncontrolling interest	(39,649)		—		(39,649)		—
Dividends paid	(77,419)		(67,130)		(148,511)		(131,189)
Issuance of long-term debt, net	759,602		82,245		2,338,053		124,319
Retirement of long-term debt	(412,263)		(60,500)		(804,427)		(299,370)
Change in credit facility and commercial paper	(130,000)		—		(150,000)		150,000
Change in short-term debt	(446,253)		211,000		(705,253)		260,000
Issuance of short-term debt	—		—		1,850,000		—
Withholding remittance - share-based compensation	(2,089)		(1,243)		(2,110)		(1,243)
Other	(12,811)		(1,623)		(11,917)		(3,565)
Net cash provided by financing activities	95,398		284,051		2,874,805		304,001
Effects of currency translation on cash and cash equivalents	35		188		7		586
Change in cash and cash equivalents	(6,734)		(35,787)		168,398		(152,026)
Cash and cash equivalents at beginning of period	222,697		83,352		47,565		199,591
Cash and cash equivalents at end of period	$	215,963	$	47,565	$	215,963	$	47,565
SUPPLEMENTAL INFORMATION:
Interest paid, net of amounts capitalized	$	92,297	$	47,475	$	149,174	$	101,227
Income taxes paid (received), net	$	8,300	$	6,659	$	5,849	$	15,118

The accompanying notes are an integral part of these statements.


			6


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~September~~June 30, ~~2017~~2022

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

CONDENSED CONSOLIDATED ~~BALANCE SHEETS~~

STATEMENTS OF EQUITY

(~~Thousands of dollars)~~

In thousands, except per share amounts)

(Unaudited)

   SEPTEMBER 30, DECEMBER 31,
   2017 2016
ASSETS

Utility plant:

Gas plant
   $ 6,440,547 $ 6,193,564
Less: accumulated depreciation
   (2,218,796 ) (2,172,966 )
Acquisition adjustments, net
   81 196
Construction work in progress
   164,030 111,177


Net utility plant
   4,385,862 4,131,971


Other property and investments
   115,841 108,569


Current assets:

Cash and cash equivalents
   46,467 19,024
Accounts receivable, net of allowances
   68,028 111,845
Accrued utility revenue
   34,100 76,200
Income taxes receivable, net
   6,440 4,455
Deferred purchased gas costs
   6,230 2,608
Prepaids and other current assets
   118,587 126,363


Total current assets
   279,852 340,495


Noncurrent assets:

Goodwill
   10,095 10,095
Deferred charges and other assets
   393,942 410,625
Discontinued operations—construction services—assets
   —   579,371


Total noncurrent assets
   404,037 1,000,091


Total assets
   $ 5,185,592 $ 5,581,126


CAPITALIZATION AND LIABILITIES
Capitalization:

Common stock
   $ 49,112 $ 49,112
Additionalpaid-in capital
   917,581 897,346
Accumulated other comprehensive income (loss), net
   (42,299 ) (45,639 )
Retained earnings
   606,007 767,061


Total Southwest Gas Corporation equity
   1,530,401 1,667,880
Discontinued operations—construction servicesnon-owner equity
   —   15,983
Long-term debt, less current maturities
   1,520,790 1,375,080


Total capitalization
   3,051,191 3,058,943


Current liabilities:

Current maturities of long-term debt
   —   25,000
Short-term debt
   83,000 —
Accounts payable
   92,257 138,229
Customer deposits
   70,162 72,296
Accrued general taxes
   48,998 42,921
Accrued interest
   24,406 17,395
Deferred purchased gas costs
   14,971 90,476
Payable to parent
   2,560 —
Other current liabilities
   109,705 95,999


Total current liabilities
   446,059 482,316


Deferred income taxes and other credits:

Deferred income taxes and investment tax credits, net
   853,682 806,109
Accumulated removal costs
   312,000 308,000
Other deferred credits and other long-term liabilities
   522,660 545,143
Discontinued operations—construction services—liabilities
   —   380,615


Total deferred income taxes and other credits
   1,688,342 2,039,867


Total capitalization and liabilities
   $ 5,185,592 $ 5,581,126


			Three Months Ended June 30,				Six Months Ended June 30,
			2022		2021		2022		2021
Common stock shares
	Beginning balances		66,849		57,995		60,422		57,193
		Common stock issuances	155		1,093		6,582		1,895
	Ending balances		67,004		59,088		67,004		59,088
Common stock amount
	Beginning balances		$	68,479	$	59,625	$	62,052	$	58,823
		Common stock issuances	155		1,093		6,582		1,895
	Ending balances		68,634		60,718		68,634		60,718
Additional paid-in capital
	Beginning balances		2,273,837		1,660,108		1,824,216		1,609,155
		Common stock issuances	5,656		73,464		455,277		124,417
	Ending balances		2,279,493		1,733,572		2,279,493		1,733,572
Accumulated other comprehensive loss
	Beginning balances		(43,972)		(58,388)		(46,761)		(61,003)
		Foreign currency exchange translation adjustment	(2,680)		909		(1,433)		1,732
		Net actuarial gain arising during period, less amortization of unamortized benefit plan cost, net of tax	1,124		1,377		2,250		2,756
		FSIRS amounts reclassified to net income, net of tax	—		414		416		827
	Ending balances		(45,528)		(55,688)		(45,528)		(55,688)
Retained earnings
	Beginning balances		1,190,738		1,112,377		1,114,313		1,067,978
		Net income (loss)	(6,575)		25,119		89,603		142,412
		Dividends declared	(41,732)		(35,329)		(83,641)		(70,205)
		Redemption value adjustments	13,822		6,112		35,978		(31,906)
	Ending balances		1,156,253		1,108,279		1,156,253		1,108,279
Total equity ending balances			$	3,458,852	$	2,846,881	$	3,458,852	$	2,846,881
Dividends declared per common share			$	0.62	$	0.595	$	1.24	$	1.19

The accompanying notes are an integral part of these statements.


			7


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~September~~June 30, ~~2017~~2022

SOUTHWEST GAS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED ~~STATEMENTS OF INCOME~~

BALANCE SHEETS

(~~In thousands)~~

Thousands of dollars)

(Unaudited)

   THREE MONTHS ENDED NINE MONTHS ENDED TWELVE MONTHS ENDED
   SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
   2017 2016 2017 2016 2017 2016
Continuing operations:

Gas operating revenues
   $ 213,059 $ 200,179 $ 935,823 $ 980,927 $ 1,276,308 $ 1,376,388


Operating expenses:

Net cost of gas sold
   45,539 39,056 261,839 324,072 334,888 460,836
Operations and maintenance
   102,215 102,438 313,395 301,979 413,140 400,222
Depreciation and amortization
   46,194 56,436 153,643 174,413 212,693 228,609
Taxes other than income taxes
   14,046 12,480 43,325 39,480 56,221 51,810


Total operating expenses
   207,994 210,410 772,202 839,944 1,016,942 1,141,477


Operating income (loss)
   5,065 (10,231 ) 163,621 140,983 259,366 234,911


Other income and (expenses):

Net interest deductions
   (17,421 ) (16,364 ) (51,622 ) (49,155 ) (69,464 ) (65,146 )
Other income (deductions)
   3,081 2,521 8,744 6,712 10,308 9,615


Total other income and (expenses)
   (14,340 ) (13,843 ) (42,878 ) (42,443 ) (59,156 ) (55,531 )


Income (loss) from continuing operations before income taxes
   (9,275 ) (24,074 ) 120,743 98,540 200,210 179,380
Income tax expense (benefit)
   (5,251 ) (11,669 ) 38,307 31,004 65,887 59,544


Income (loss) from continuing operations
   (4,024 ) (12,405 ) 82,436 67,536 134,323 119,836


Discontinued operations—construction services:

Income before income taxes
   —   24,020 —   31,867 21,649 54,934
Income tax expense
   —   8,708 —   12,042 7,842 20,711


Income
   —   15,312 —   19,825 13,807 34,223
Noncontrolling interests
   —   435 —   500 514 1,079


Income—discontinued operations
   —   14,877 —   19,325 13,293 33,144


Net income (loss)
   $ (4,024 ) $ 2,472 $ 82,436 $ 86,861 $ 147,616 $ 152,980


	June 30, 2022		December 31, 2021
ASSETS
Regulated operations plant:
Gas plant	$	9,137,313	$	8,901,575
Less: accumulated depreciation	(2,613,096)		(2,538,508)
Construction work in progress	193,269		183,485
Net regulated operations plant	6,717,486		6,546,552
Other property and investments, net	146,599		153,093
Current assets:
Cash and cash equivalents	102,143		38,691
Accounts receivable, net of allowance	141,820		169,666
Accrued utility revenue	40,000		84,900
Income taxes receivable, net	6,665		7,826
Deferred purchased gas costs	354,571		291,145
Receivable from parent	—		1,031
Prepaid and other current assets	207,545		242,243
Total current assets	852,744		835,502
Noncurrent assets:
Goodwill	10,095		10,095
Deferred charges and other assets	388,054		405,021
Total noncurrent assets	398,149		415,116
Total assets	$	8,114,978	$	7,950,263
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock	$	49,112	$	49,112
Additional paid-in capital	1,622,006		1,618,911
Accumulated other comprehensive loss, net	(44,247)		(46,913)
Retained earnings	952,725		906,827
Total equity	2,579,596		2,527,937
Long-term debt, less current maturities	2,904,099		2,440,603
Total capitalization	5,483,695		4,968,540
Current liabilities:
Current maturities of long-term debt	—		275,000
Short-term debt	225,000		250,000
Accounts payable	143,569		234,070
Customer deposits	50,925		56,127

Accrued general taxes	51,722		53,064
Accrued interest	26,942		22,926

Payable to parent	330		—
Other current liabilities	162,151		146,422
Total current liabilities	660,639		1,037,609
Deferred income taxes and other credits:
Deferred income taxes and investment tax credits, net	676,294		638,828
Accumulated removal costs	437,000		424,000
Other deferred credits and other long-term liabilities	857,350		881,286
Total deferred income taxes and other credits	1,970,644		1,944,114
Total capitalization and liabilities	$	8,114,978	$	7,950,263

The accompanying notes are an integral part of these statements.


			8


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~September~~June 30, ~~2017~~2022

SOUTHWEST GAS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE~~ INCOME

(~~In thousands)~~

Thousands of dollars)

(Unaudited)

   THREE MONTHS ENDED NINE MONTHS ENDED TWELVE MONTHS ENDED
   SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
   2017 2016 2017 2016 2017 2016
Continuing operations:

Net income (loss) from continuing operations
   $ (4,024 ) $ (12,405 ) $ 82,436 $ 67,536 $ 134,323 $ 119,836


Other comprehensive income (loss), net of tax

Defined benefit pension plans:

Net actuarial gain (loss)
   —   —   —   —   (14,118 ) (18,922 )
Amortization of prior service cost
   207 207 621 621 828 828
Amortization of net actuarial loss
   3,944 4,196 11,832 12,586 16,027 17,915
Regulatory adjustment
   (3,555 ) (3,796 ) (10,667 ) (11,388 ) (2,741 ) (404 )


Net defined benefit pension plans
   596 607 1,786 1,819 (4 ) (583 )


Forward-starting interest rate swaps:

Amounts reclassified into net income
   518 518 1,554 1,556 2,073 2,073


Net forward-starting interest rate swaps
   518 518 1,554 1,556 2,073 2,073


Total other comprehensive income, net of tax from continuing operations
   1,114 1,125 3,340 3,375 2,069 1,490


Comprehensive income (loss) from continuing operations
   (2,910 ) (11,280 ) 85,776 70,911 136,392 121,326


Discontinued operations—construction services:

Net income
   —   14,877 —   19,325 13,293 33,144
Foreign currency translation adjustments
   —   (238 ) —   614 (453 ) 233


Comprehensive income
   —   14,639 —   19,939 12,840 33,377
Comprehensive income (loss) attributable to noncontrolling interests
   —   (8 ) —   21 (16 ) 10


Comprehensive income attributable to discontinued operations—construction services
   —   14,647 —   19,918 12,856 33,367


Comprehensive income (loss)
   $ (2,910 ) $ 3,367 $ 85,776 $ 90,829 $ 149,248 $ 154,693


	Three Months Ended June 30,				Six Months Ended June 30,				Twelve Months Ended June 30,
	2022		2021		2022		2021		2022		2021
Regulated operations revenues	$	377,942	$	292,796	$	1,054,481	$	814,728	$	1,761,543	$	1,400,052
Operating expenses:
Net cost of gas sold	146,654		76,496		443,775		232,517		642,165		347,060
Operations and maintenance	127,811		103,137		247,447		209,272		476,725		413,246
Depreciation and amortization	55,930		57,631		128,044		126,329		255,113		243,701
Taxes other than income taxes	20,098		19,338		41,750		40,025		82,068		71,765
Total operating expenses	350,493		256,602		861,016		608,143		1,456,071		1,075,772
Operating income	27,449		36,194		193,465		206,585		305,472		324,280
Other income and (expenses):
Net interest deductions	(28,633)		(24,175)		(55,243)		(46,341)		(106,462)		(98,440)
Other income (deductions)	(3,433)		(1,165)		(2,118)		(615)		(6,062)		5,493
Total other income and (expenses)	(32,066)		(25,340)		(57,361)		(46,956)		(112,524)		(92,947)
Income (loss) before income taxes	(4,617)		10,854		136,104		159,629		192,948		231,333
Income tax expense (benefit)	(2,351)		(559)		26,575		29,501		26,412		37,628
Net income (loss)	$	(2,266)	$	11,413	$	109,529	$	130,128	$	166,536	$	193,705

The accompanying notes are an integral part of these statements.


			9


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~September~~June 30, ~~2017~~2022

SOUTHWEST GAS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~

COMPREHENSIVE INCOME

(Thousands of dollars)

(Unaudited)

   NINE MONTHS ENDED TWELVE MONTHS ENDED
   SEPTEMBER 30 SEPTEMBER 30
   2017 2016 2017 2016
CASH FLOW FROM OPERATING ACTIVITIES:

Net Income
   $ 82,436 $ 87,361 $ 148,130 $ 154,059
Income (loss) from discontinued operations
   —   19,825 13,807 34,223


Income from continuing operations
   82,436 67,536 134,323 119,836
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization
   153,643 174,413 212,693 228,609
Deferred income taxes
   44,621 39,953 72,627 76,837
Changes in current assets and liabilities:

Accounts receivable, net of allowances
   43,818 91,680 (7,131 ) 8,543
Accrued utility revenue
   42,100 41,700 (1,100 ) (800 )
Deferred purchased gas costs
   (79,127 ) 81,389 (114,658 ) 79,460
Accounts payable
   (45,972 ) (47,060 ) 17,271 1,467
Accrued taxes
   4,092 (5,660 ) 29,143 4,567
Other current assets and liabilities
   32,453 (819 ) (224 ) 9,135
Changes in undistributed stock compensation
   7,999 4,347 9,108 5,142
AFUDC
   (2,077 ) (1,893 ) (2,473 ) (2,890 )
Changes in other assets and deferred charges
   (14,861 ) 3,664 (1,914 ) 3,834
Changes in other liabilities and deferred credits
   2,883 (4,813 ) (10,751 ) 702


Net cash provided by operating activities
   272,008 444,437 336,914 534,442


CASH FLOW FROM INVESTING ACTIVITIES:

Construction expenditures and property additions
   (395,463 ) (337,921 ) (514,661 ) (485,665 )
Changes in customer advances
   (1,951 ) 5,445 504 9,445
Miscellaneous inflows
   2,407 2,464 2,925 3,506
Dividends received
   —   2,801 9,660 5,602


Net cash used in investing activities
   (395,007 ) (327,211 ) (501,572 ) (467,112 )


CASH FLOW FROM FINANCING ACTIVITIES:

Issuance of common stock, net
   —   530 (58 ) 507
Contributions from parent
   11,659 —   11,659 —
Dividends paid
   (60,497 ) (61,950 ) (81,864 ) (81,138 )
Issuance of long-term debt, net
   —   296,469 —   296,469
Retirement of long-term debt
   (25,000 ) (124,855 ) (25,000 ) (124,855 )
Change in credit facility and commercial paper
   145,000 (150,000 ) 150,000 (97,000 )
Change in short-term debt
   83,000 (18,000 ) 83,000 —
Withholding remittance—share-based compensation
   (3,176 ) (2,119 ) (3,176 ) (2,164 )
Other
   (544 ) (605 ) (1,508 ) (9 )


Net cash provided by (used in) financing activities
   150,442 (60,530 ) 133,053 (8,190 )


Net cash provided by discontinued operating activities
   —   33,485 57,680 78,274
Net cash used in discontinued investing activities
   —   (80,767 ) (11,049 ) (91,536 )
Net cash provided by (used in) discontinued financing activities
   —   39,757 (44,491 ) 6,635
Effects of currency translation on cash and cash equivalents
   —   (14 ) (180 ) (318 )


Change in cash and cash equivalents
   27,443 49,157 (29,645 ) 52,195
Change in cash and cash equivalents of discontinued operations included in discontinued operations construction services assets
   —   7,539 (1,960 ) 6,945


Change in cash and cash equivalents of continuing operations
   27,443 56,696 (31,605 ) 59,140
Cash and cash equivalents at beginning of period
   19,024 21,376 78,072 18,932


Cash and cash equivalents at end of period
   $ 46,467 $ 78,072 $ 46,467 $ 78,072


Supplemental information:

Interest paid, net of amounts capitalized
   $ 40,751 $ 42,804 $ 59,448 $ 63,031


Income taxes paid (received)
   $ 4 $ (3,055 ) $ (27,952 ) $ (16,600 )


	Three Months Ended June 30,				Six Months Ended June 30,				Twelve Months Ended June 30,
	2022		2021		2022		2021		2022		2021
Net income (loss)	$	(2,266)	$	11,413	$	109,529	$	130,128	$	166,536	$	193,705
Other comprehensive income (loss), net of tax
Defined benefit pension plans:
Net actuarial gain (loss)	—		—		—		—		44,974		(43,730)
Amortization of prior service cost	33		182		66		364		431		802

Amortization of net actuarial loss	6,615		8,472		13,231		16,946		30,179		31,322
Regulatory adjustment	(5,524)		(7,277)		(11,047)		(14,554)		(63,520)		3,856
Net defined benefit pension plans	1,124		1,377		2,250		2,756		12,064		(7,750)
Forward-starting interest rate swaps (“FSIRS”):
Amounts reclassified into net income	—		414		416		827		1,241		2,023
Net forward-starting interest rate swaps	—		414		416		827		1,241		2,023
Total other comprehensive income (loss), net of tax	1,124		1,791		2,666		3,583		13,305		(5,727)
Comprehensive income (loss)	$	(1,142)	$	13,204	$	112,195	$	133,711	$	179,841	$	187,978

The accompanying notes are an integral part of these statements.


			10


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~September~~June 30, ~~2017~~2022

SOUTHWEST GAS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Thousands of dollars)

(Unaudited)


	Six Months Ended June 30,				Twelve Months Ended June 30,
	2022		2021		2022		2021
CASH FLOW FROM OPERATING ACTIVITIES:
Net income	$	109,529	$	130,128	$	166,536	$	193,705
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	128,044		126,329		255,113		243,701
Deferred income taxes	36,624		38,178		51,683		64,989
Changes in current assets and liabilities:
Accounts receivable, net of allowance	27,846		28,018		(22,978)		(25,096)
Accrued utility revenue	44,900		43,900		(1,500)		(2,700)
Deferred purchased gas costs	(63,426)		(287,687)		(119,467)		(305,043)
Accounts payable	(72,201)		(56,518)		42,081		6,812
Accrued taxes	(181)		2,401		5,171		(16,872)
Other current assets and liabilities	46,730		4,549		(28,090)		(18,418)
Gain on sale of property	(1,503)		—		(1,503)		—
Changes in undistributed stock compensation	4,459		4,159		6,692		5,959
Equity AFUDC	(157)		—		(157)		(2,543)
Changes in deferred charges and other assets	2,529		(17,540)		(8,674)		(48,142)
Changes in other liabilities and deferred credits	(22,230)		(45,309)		(49,307)		(55,272)
Net cash provided by (used in) operating activities	240,963		(29,392)		295,600		41,080
CASH FLOW FROM INVESTING ACTIVITIES:
Construction expenditures and property additions	(293,197)		(276,109)		(619,071)		(613,824)
Changes in customer advances	17,051		7,507		25,517		17,442
Other	(896)		6		(934)		677

Net cash used in investing activities	(277,042)		(268,596)		(594,488)		(595,705)
CASH FLOW FROM FINANCING ACTIVITIES:
Contributions from parent	—		115,641		86,942		194,063
Dividends paid	(60,200)		(53,500)		(118,100)		(106,900)
Issuance of long-term debt, net	593,862		—		891,180		—
Retirement of long-term debt	(275,000)		—		(275,000)		(125,000)
Change in credit facility and commercial paper	(130,000)		—		(150,000)		150,000
Change in short-term debt	(25,000)		234,000		(66,000)		291,000
Withholding remittance - share-based compensation	(1,996)		(1,242)		(2,017)		(1,242)
Other	(2,135)		(263)		(3,692)		(362)
Net cash provided by financing activities	99,531		294,636		363,313		401,559

Change in cash and cash equivalents	63,452		(3,352)		64,425		(153,066)
Cash and cash equivalents at beginning of period	38,691		41,070		37,718		190,784
Cash and cash equivalents at end of period	$	102,143	$	37,718	$	102,143	$	37,718
SUPPLEMENTAL INFORMATION:
Interest paid, net of amounts capitalized	$	51,312	$	44,834	$	96,718	$	94,984
Income taxes paid (received), net	$	5	$	—	$	(13,524)	$	3,359

The accompanying notes are an integral part of these statements.


			11


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						June 30, 2022

SOUTHWEST GAS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In thousands)

(Unaudited)


			Three Months Ended June 30,				Six Months Ended June 30,
			2022		2021		2022		2021
Common stock shares
	Beginning and ending balances		47,482		47,482		47,482		47,482
Common stock amount
	Beginning and ending balances		$	49,112	$	49,112	$	49,112	$	49,112
Additional paid-in capital
	Beginning balances		1,620,616		1,458,344		1,618,911		1,410,345
		Share-based compensation	1,390		1,418		3,095		3,433
		Contributions from Southwest Gas Holdings, Inc.	—		69,657		—		115,641
	Ending balances		1,622,006		1,529,419		1,622,006		1,529,419
Accumulated other comprehensive loss
	Beginning balances		(45,371)		(59,343)		(46,913)		(61,135)
		Net actuarial gain arising during period, less amortization of unamortized benefit plan cost, net of tax	1,124		1,377		2,250		2,756
		FSIRS amounts reclassified to net income, net of tax	—		414		416		827
	Ending balances		(44,247)		(57,552)		(44,247)		(57,552)
Retained earnings
	Beginning balances		987,177		926,011		906,827		835,146
		Net income (loss)	(2,266)		11,413		109,529		130,128
		Share-based compensation	(186)		(167)		(631)		(517)
		Dividends declared to Southwest Gas Holdings, Inc.	(32,000)		(28,500)		(63,000)		(56,000)
	Ending balances		952,725		908,757		952,725		908,757
Total Southwest Gas Corporation equity ending balances			$	2,579,596	$	2,429,736	$	2,579,596	$	2,429,736

The accompanying notes are an integral part of these statements.


			12


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						June 30, 2022

Note 1 – ~~Nature~~Background, Organization, and Summary of ~~Operations and Basis of Presentation~~

Significant Accounting Policies

Nature of Operations. Southwest Gas Holdings, Inc. (together with its subsidiaries, the “Company”) is a holding company, owning all of the shares of common stock of Southwest Gas Corporation ~~and, prior to August 2017, 96.6%~~(“Southwest” or the “natural gas distribution” segment), all of the shares of common stock of Centuri Construction Group, Inc. During August 2017, Southwest Gas Holdings, Inc. acquired the remaining 3.4% equity interest in Centuri Construction Group, Inc. that was held by the previous owners (and was previously reflected as a redeemable noncontrolling interest). Refer to ~~Note 9 – Construction Services Redeemable Noncontrolling Interestfor additional information.~~

In January 2017, a previously contemplated and approved reorganization under a holding company structure was made effective. The reorganization was 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 a~~one-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”~~Centuri,” or the ~~“construction~~“utility infrastructure services” segment) ~~each became subsidiaries~~, and all of the ~~publicly traded holding company; whereas, historically, Centuri had been a direct subsidiary~~shares of ~~Southwest Gas Corporation.~~

~~Southwest Gas Corporation~~common stock of MountainWest Pipelines Holding Company (“~~Southwest”~~MountainWest,” or the ~~“natural~~“pipeline and storage” segment).

The Company completed the acquisition of Dominion Energy Questar Pipeline, LLC and related entities (“Questar Pipelines”) in December 2021. Following the completion of the acquisition, the Company formed MountainWest which owns all of the membership interests in Questar Pipelines. In April 2022, the Company completed a general rebranding of the Questar Pipelines entities under the MountainWest name. The acquired operations further diversify the Company’s business in the midstream sector, with an expansion of interstate natural gas pipelines and underground storage services, primarily composed of regulated operations ~~segment”~~under the jurisdiction of the Federal Energy Regulatory Commission (the “FERC”), thereby expanding natural gas transportation services into Utah, Wyoming, and Colorado. See Note 8 - Business Acquisitions for more information.

Southwest 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~~distribution segment are higher during winter periods due to the seasonality incorporated in its regulatory rate structures.

Centuri is a ~~comprehensive construction~~strategic utility infrastructure services ~~enterprise~~company dedicated to ~~meeting~~partnering with North America’s gas and electric providers to build and maintain the ~~growing demands~~energy network that powers millions of ~~North American utilities, energy~~homes across the United States (“U.S.”) and ~~industrial markets.~~Canada. Centuri derives revenue primarily from installation, replacement, repair, and maintenance of energy ~~distribution systems,~~networks. Centuri operates in the U.S., primarily as NPL, Neuco, Linetec, and ~~developing industrial construction solutions. Centuri operations~~Riggs Distler, and in Canada, primarily as NPL Canada. Utility infrastructure services activity is seasonal in many of Centuri’s operating areas. Peak periods are generally conducted under the business names of NPL Construction Co. (“NPL”), NPL Canada Ltd. (“NPL Canada”, formerly Link-Line Contractors Ltd.), W.S. Nicholls Construction, Inc. (“W.S. Nicholls”), and Brigadier Pipelines Inc. (“Brigadier”). 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~~months in colder climate areas, such as the northeastern and midwestern U.S. and in Canada. In warmer climate areas, such as the southwestern and southeastern U.S., utility infrastructure services activity continues year round.

Centuri completed the acquisition of ~~Presentation.~~ ~~The condensed consolidated financial statements~~Drum Parent LLC (“Drum”), including Drum’s most significant operating subsidiary, Riggs Distler, in August 2021, thereby expanding Centuri’s electric infrastructure services footprint in the northeast and mid-Atlantic regions of the U.S. See Note 8 - Business Acquisitions for more information.

In March 2022, the Company announced that its Board of Directors (the “Board”) had determined to separate Centuri from the Company and authorized management to complete the separation within nine to twelve months. Initially it was contemplated that the Centuri separation would take the form of a spin-off. Then, in April 2022, as a result of interest in the Company well in excess of an earlier tender offer to other shareholders by an activist stockholder (affiliates of Carl C. Icahn), the Board authorized the review of a full range of strategic alternatives to maximize stockholder value. As part of this process, a strategic transactions committee of the Board (the “Strategic Transactions Committee”), consisting entirely of independent directors, has been evaluating a sale of the Company, as well as a range of alternatives, including, but not limited to, a separate sale of its business units and/or pursuing the spin-off of Centuri (collectively, the “Strategic Review”). On August 3, 2022, the Company announced that the Board had unanimously determined that the best path forward to maximize value for all stockholders is to (i) focus on the strategic plan and conclude the strategic review process for Southwest Gas Holdings, Inc. and ~~subsidiaries~~Southwest Gas Corporation; (ii) continue to review strategic alternatives for MountainWest; and (iii) continue to review strategic alternatives for Centuri, including a sale or spin-off of Centuri.

On May 6, 2022, the Company entered into a Cooperation Agreement (the ~~“Company”~~“Cooperation Agreement”) with Carl C. Icahn and the persons and entities referenced therein (collectively, the “Icahn Group”). In accordance with the Cooperation Agreement, among other things, John P. Hester, President and Chief Executive Officer of the Company and Southwest, retired from his positions with the Company and Southwest and resigned from the Board. Thereafter, Karen S. Haller, the Company’s former Executive Vice President/Chief Legal and Administrative Officer, was appointed President and Chief Executive Officer of the Company and Chief Executive Officer of Southwest, and was appointed as a member of the Board effective immediately following the completion of the Company’s 2022 annual meeting of stockholders (the “2022 Annual Meeting”). Justin L. Brown, formerly Southwest’s Senior Vice President/General Counsel, was appointed as President of Southwest.

In addition, pursuant to the Cooperation Agreement, the Company agreed to appoint 3 new directors, Andrew W. Evans, H. Russell Frisby, Jr., and Henry P. Linginfelter (collectively, the “Icahn Designees”), to the Board, which became effective immediately following the 2022 Annual Meeting. Also pursuant to the Cooperation Agreement, on May 27, 2022, the Icahn group informed the Company that it would cause Mr. Frisby to resign from the Board and requested that Andrew J. Teno be


			13


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						June 30, 2022

appointed to the Board to fill the vacancy created by Mr. Frisby’s resignation. As a result, on May 27, Mr. Frisby resigned from the Board, effective immediately, and the Board appointed Mr. Teno to fill the vacancy created by Mr. Frisby’s resignation, effective immediately. The Icahn Group’s ability to designate directors to the Board is subject to certain ownership thresholds. Consistent with the May 6, 2022 Cooperation Agreement with the Icahn Group, the Company expects José A. Cárdenas to step down from the Board in the near future, and a new director will be appointed.

The Cooperation Agreement required the Board expand the Strategic Transactions Committee from 3 directors to 6 directors, comprised of the existing members of the Strategic Transactions Committee in addition to the 3 Icahn Designees. Also, as the Icahn Group has the ability to designate at least 3 members of the Board, such individuals are to be included on the Strategic Transactions Committee. If the Icahn Group may only designate 2 members of the Board, then both would serve on the Strategic Transactions Committee.

On May 9, 2022, the Company also entered into Amendment No. 1 to the Rights Agreement dated October 10, 2021 (the “Original Rights Agreement” and as amended, the “Amended Rights Agreement”), to increase the triggering percentage from 10% to 24.9% pursuant to the terms of the Cooperation Agreement and permit the subsequent consummation of the Offer (as defined below). See details in the Company’s and Southwest’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”) regarding the Original Rights Agreement, as well as Note 4 – Common Stock in this current report on Form 10-Q.

In addition, pursuant to the Cooperation Agreement, the Icahn Group is permitted to acquire up to 24.9% of the shares of the Company, which would include shares as part of an updated tender offer of $82.50 per share, with the updated tender offer expiring on May 20, 2022. An earlier civil suit (initiated in November 2021) by Icahn entities against the Company and certain directors and officers of the Company was subject to a stipulation of dismissal as part of the Cooperation Agreement. The Cooperation Agreement also provides for the reimbursement by the Company of certain out-of-pocket third-party expenses, including certain legal fees, incurred by the Icahn Group.

Basis of Presentation. The condensed consolidated financial statements of Southwest Gas Holdings, Inc. and subsidiaries and Southwest included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The year-end 2021 condensed balance sheet data was derived from audited financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with ~~United States~~U.S. 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 of 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 Condensed Consolidated Balance Sheet. Those assets and liabilities are detailed in~~Note~~ ~~10 – Reorganization Impacts – Discontinued Operations Solely Related to Southwest Gas Corporation~~~~,and include both current andnon-current~~ ~~amounts.~~

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

recently completed quarter.

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 atas of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.


~~SOUTHWEST GAS HOLDINGS, INC.~~		~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~		~~September 30, 2017~~

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 ~~statement~~depiction of results for the interim periods, have been made. ~~It is suggested that these~~

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and ~~the~~ notes thereto included in the ~~2016~~2021 Annual Report to ~~Shareholders,~~Stockholders, which is incorporated by reference into the ~~2016~~2021 Form 10-K.

~~Prepaids and other current assets.~~ Prepaids and other current assets includes gas pipe materials and operating supplies of $36 million at September 30, 2017 and $30 million at December 31, 2016 (carried at weighted average cost) and $24 million at September 30, 2017 and $953,000 at December 31, 2016 related to a regulatory asset associated with the Arizona decoupling mechanism (an alternative revenue program).

~~Other current liabilities~~~~. Other current liabilities of Southwest Gas Corporation include $21 million of dividends declared but not yet paid to Southwest Gas Holdings, Inc. at September 30, 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 September 30, 2017 and December 31, 2016 also includes money market fund investments of approximately $19.8 million and $5.3 million, respectively, which fall within Level 2 (significant other observable inputs) of the fair value hierarchy, due to the asset valuation methods used by money market funds.

~~Significantnon-cash~~ investing and financing activities included the following: Upon contract expiration, customer advances of approximately $1.9 million and $3.6 million, during the first nine months of 2017 and 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”) ASUNo. 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 Other current assets and liabilities line item of the Condensed Consolidated Statements of Cash Flows in previous periods. Therefore, upon adoption, amounts presented as cash inflows from Other current assets and liabilities under the Cash Flow from Operating Activities section of the Southwest Gas Holdings, Inc. Condensed Consolidated Statements of Cash Flows were revised from $9.9 million to $12 million for the nine months ended September 30, 2016 and inflows in the same category for the twelve months ended September 30, 2016 were revised from $19.9 million to $22 million. In addition, while standalone financial statements were not previously presented for natural gas operations, for reasons related to the holding company reorganization discussed above, they are now presented. Therefore, upon adoption of this standard, the Cash Flow from Operating Activities section of the Southwest Gas Corporation Condensed Consolidated Statements of Cash Flows reflects a reclassification of cash outflows from Other current assets and liabilities from $2.9 million to $819,000 for the nine months ended September 30, 2016 and cash inflows in the same category were revised from $7 million to $9.1 million for the twelve months ended September 30, 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 incometax-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 previous 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 periods were not impacted in implementing this provision of the update.


~~SOUTHWEST GAS HOLDINGS, INC.~~		~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~		~~September 30, 2017~~

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 as of October each year 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 nine months of 2017.

(In thousands of dollars)    Natural Gas
Operations    Construction
Services    Consolidated
December 31, 2016
   $ 10,095    $ 129,888    $ 139,983
Foreign currency translation adjustment
   —      7,882    7,882






September 30, 2017
   $ 10,095    $ 137,770    $ 147,865

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

   September 30, 2017    December 31, 2016
Centuri accounts receivable for services provided to Southwest
   $ 11,486    $ 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 Southwest’s and the ~~Southwest Gas Holdings, Inc.~~Company’s Condensed Consolidated Balance Sheets ~~includes (thousands of dollars):~~

   September 30, 2017    December 31, 2016
Centuri property and equipment
   $ 493,599    $ 451,114
Centuri accumulated provision for depreciation and amortization
   (251,831 )    (228,374 )
Net cash surrender value of COLI policies
   114,052    106,744
Other property
   13,483    12,859




Total
   $ 369,303    $ 342,343


~~SOUTHWEST GAS HOLDINGS, INC.~~		~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~		~~September 30, 2017~~

~~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 Nine Months Ended Twelve Months Ended
   September 30 September 30 September 30
   2017 2016 2017 2016 2017 2016
Southwest Gas Corporation—natural gas operations segment:

Change in COLI policies
   $ 2,100 $ 2,300 $ 6,800 $ 5,400 $ 8,800 $ 7,500
Interest income
   670 522 1,848 1,279 2,417 1,664
Equity AFUDC
   968 611 2,077 1,893 2,473 2,890
Miscellaneous income and (expense)
   (657 ) (912 ) (1,981 ) (1,860 ) (3,382 ) (2,439 )


Southwest Gas Corporation—total other income (deductions)
   3,081 2,521 8,744 6,712 10,308 9,615


Construction services segment:

Interest income
   1 —   2 1 2 414
Foreign transaction gain (loss)
   (442 ) (3 ) (640 ) (22 ) (640 ) 28
Miscellaneous income and (expense)
   231 47 676 65 1,825 804


Centuri—total other income (deductions)
   (210 ) 44 38 44 1,187 1,246


Corporate and administrative
   5 —   6 —   6 —


Consolidated Southwest Gas Holdings, Inc.—total other income (deductions)
   $ 2,876 $ 2,565 $ 8,788 $ 6,756 $ 11,501 $ 10,861

includes:


(Thousands of dollars)	June 30, 2022		December 31, 2021
Net cash surrender value of COLI policies	$	142,819	$	149,947
Other property	3,780		3,146
Total Southwest Gas Corporation	146,599		153,093
Non-regulated property, equipment, and intangibles	1,678,683		1,616,392
Non-regulated accumulated provision for depreciation and amortization	(569,630)		(512,343)
Other property and investments	57,049		59,337
Total Southwest Gas Holdings, Inc.	$	1,312,701	$	1,316,479

Included in the table above isare the ~~change in~~net cash surrender values of company-owned life insurance (“COLI”) ~~policies (including net death benefits recognized).~~policies. 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. The term


			14


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						June 30, 2022

non-regulated in regard to assets and related balances in the table above is in reference to the non-rate regulated operations of Centuri, and to a more limited extent, certain assets of MountainWest.

Cash and Cash Equivalents. Cash and cash equivalents include money market fund investments totaling approximately $77 million and $97 million, for Southwest and the Company, respectively, at June 30, 2022, and $20 million for the Company as of December 31, 2021. The balance for Southwest as of December 31, 2021 was insignificant. These investments fall within Level 2 of the fair value hierarchy, due to the asset valuation methods used by money market funds.

Non-cash investing activities for the Company and Southwest include capital expenditures that were not yet paid, thereby remaining in accounts payable, which declined by approximately $11.6 million and $18.3 million, respectively, during the six months ended June 30, 2022, and increased $6.5 million and $6.6 million, respectively, during the twelve months ended June 30, 2022.

Accounts Receivable, net of allowances. Following an earlier moratorium on account disconnections amidst the COVID-19 environment, account collection efforts resumed in 2021 in all jurisdictions in which Southwest operates. Ultimately, some accounts may not be collected, and if so, would be written off. Estimates as to collectibility are made on an ongoing basis. However, Southwest continues to actively work with customers experiencing financial hardship by means of flexible payment options and partnering with assistance agencies. The cost of gas included in customer rates also influences account balances at each reporting date.

Deferred Purchased Gas Costs. The various regulatory commissions have established procedures to enable the rate-regulated companies to adjust billing rates for changes in the cost of natural gas purchased. The difference between the current cost of gas purchased and the cost of gas recovered in billed rates is deferred. Generally, these deferred amounts are recovered or refunded within one year.

Prepaid and other current assets. Prepaid and other current assets for Southwest include, among other things, materials and operating supplies of $70.2 million at June 30, 2022 and $62.9 million at December 31, 2021 (carried at weighted average cost). For the Company, there were materials and operating supplies of $74.5 million and $67.4 million at June 30, 2022 and December 31, 2021, respectively, which included amounts for MountainWest. Also included in the balance for both Southwest and the Company was $10.2 million and $52 million as of June 30, 2022 and December 31, 2021, respectively, in accrued purchased gas cost.

Goodwill. Goodwill is assessed as of October 1st each year for impairment, or more frequently, if circumstances indicate an impairment to the carrying value of goodwill may have occurred. Management of the Company and Southwest considered its reporting units and segments, determining that they remained consistent between periods presented below, and that no change was necessary with regard to the level at which goodwill is assessed for impairment. The acquisition of MountainWest resulted in a new reportable segment which is assessed for impairment beginning in 2022. Since December 31, 2021, management qualitatively assessed whether events during the first six months of 2022 may have resulted in conditions whereby the carrying value of goodwill was higher than its fair value, which if the case, could be an indication of a permanent impairment. Through this assessment, no such condition was believed to have existed and therefore, no impairment was deemed to have occurred. However, there can be no assurances that future assessments of goodwill will not result in an impairment, and various factors, including the results of the continuing Strategic Review related to Centuri and MountainWest, or changes in economic conditions, governmental monetary policies, interest rates, or others, on their own or in combination with the undertakings of the Strategic Review, could result in the fair value of the related reporting units being lower than their carrying value. See also Note 8 - Business Acquisitions. Goodwill in the Natural Gas Distribution operations of Southwest, and across all operations of the Company, is included in their respective Condensed Consolidated Balance Sheets as follows:


(Thousands of dollars)	Natural Gas Distribution		Utility Infrastructure Services		Pipeline and Storage		Total Company
December 31, 2021	$	10,095	$	785,058	$	986,179	$	1,781,332
Measurement-period adjustments from Riggs Distler acquisition (a)	—		(906)		0		(906)
Measurement-period adjustments from MountainWest acquisition (a)	—		—		(28,178)		(28,178)
Foreign currency translation adjustment	—		(1,776)		—		(1,776)
June 30, 2022	$	10,095	$	782,376	$	958,001	$	1,750,472

(a) See Note 8 - Business Acquisitions for details regarding measurement-period adjustments.


			15


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						June 30, 2022

Other Current Liabilities. Management recognizes in its balance sheets various liabilities that are expected to be settled through future cash payment within the next twelve months, including amounts payable under regulatory mechanisms, customary accrued expenses for employee compensation and benefits, declared but unpaid dividends, and miscellaneous other accrued liabilities. Other current liabilities for the Company include $41.5 million and $36 million of dividends declared as of June 30, 2022 and December 31, 2021, respectively.

Other Income (Deductions). The following table provides the composition of significant items included in Other income (deductions) in Southwest’s and the Company’s Condensed Consolidated Statements of Income:


	Three Months Ended June 30,				Six Months Ended June 30,				Twelve Months Ended June 30,
(Thousands of dollars)	2022		2021		2022		2021		2022		2021
Southwest Gas Corporation:
Change in COLI policies	$	(5,200)	$	3,100	$	(7,200)	$	5,800	$	(4,200)	$	18,500
Interest income	3,198		1,231		5,999		1,947		9,165		4,160
Equity AFUDC	81		(981)		157		—		157		2,543
Other components of net periodic benefit cost	(187)		(3,505)		(375)		(7,010)		(7,386)		(17,021)
Miscellaneous income and (expense)	(1,325)		(1,010)		(699)		(1,352)		(3,798)		(2,689)
Southwest Gas Corporation - total other income (deductions)	(3,433)		(1,165)		(2,118)		(615)		(6,062)		5,493
Centuri, MountainWest, and Southwest Gas Holdings, Inc.:

Foreign transaction gain (loss)	214		(9)		217		(12)		207		(12)
Equity AFUDC	236		—		418		—		418		—
Equity in earnings of unconsolidated investments	728		109		1,243		101		1,368		156
Miscellaneous income and (expense)	(580)		(246)		(1,351)		(337)		(158)		(444)
Southwest Gas Holdings, Inc. - total other income (deductions)	$	(2,835)	$	(1,311)	$	(1,591)	$	(863)	$	(4,227)	$	5,193

Included in the table above is the change in cash surrender values of COLI policies (including net death benefits recognized). Current tax regulations provide fortax-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.

~~Recently Issued Accounting Standards Updates.~~ Refer also to the discussion of Other Property and Investments above and to Note 2 – Components of Net Periodic Benefit Cost.

Redeemable Noncontrolling Interests. In ~~May 2014,~~connection with the ~~FASB issued~~acquisition of Linetec in November 2018, the ~~update “Revenue from Contracts with Customers (Topic 606).” The update replaces much~~previous owner retained a 20% equity interest in that entity, the reduction of which is subject to certain rights based on the passage of time or upon the occurrence of certain triggering events. Effective January 2022, the Company, through Centuri, had the right, but not the obligation, to purchase at fair value (subject to a floor) a portion of the ~~current guidance regarding revenue recognition including most industry-specific guidance.~~interest held by the previous owner, and in incremental amounts each year thereafter. In ~~accordance with~~March 2022, the ~~update, an entity will~~parties agreed to a partial redemption based on these provisions, and as a result, Centuri paid $39.6 million to the previous owner of Linetec for a 5% equity interest in Linetec, thereby reducing the balance continuing to be ~~required~~redeemable to ~~identify~~15% under the ~~contract with~~terms of the ~~customer, identify~~original agreement. In order to fund the ~~performance obligations~~redemption, Southwest Gas Holdings, Inc. contributed capital to Centuri.

Certain members of Riggs Distler management have a 1.42% interest in Drum, which is redeemable, subject to certain rights based on the passage of time or upon the occurrence of certain triggering events.

Significant changes in the ~~contract, determine~~value of the ~~transaction price, allocate~~redeemable noncontrolling interests, above a floor determined at the ~~transaction price~~establishment date, are recognized as they occur, and the carrying value is adjusted as necessary at each reporting date. The fair value is estimated using a market approach that utilizes certain financial metrics from guideline public companies of similar industry and operating characteristics. Based on the fair value model employed, the estimated redemption value of the Linetec redeemable noncontrolling interest decreased by approximately $36 million during the six months ended June 30, 2022. Adjustment to the ~~performance obligations~~redemption value also impacts retained earnings, as reflected in the ~~contract, and recognize revenue when (or as) the entity satisfies a performance obligation. In addition~~Company’s Condensed Consolidated Statement of Equity, but does not impact net income. The following depicts changes to the new revenue 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~~balances of the effective date (annual periods beginning after December 15, 2017). In March, April, May, and December of 2016, the FASB issued updates to 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 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 third update includes improvements to the guidance on collectibility, 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 all of these updates at the required adoption date, which is for interim and annual reporting periods commencing January 2018.

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 association with this undertaking, the 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”) has also participated. Through the P&U Task Force undertakings, general determinations were 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 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)

redeemable noncontrolling interests:


~~SOUTHWEST GAS HOLDINGS, INC.~~		16	~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~	~~September 30, 2017~~

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 the industry takes to help ensure collectibility (e.g., proof of creditworthiness, customer deposits, late fee assessment, disconnection, service~~re-establishment~~ fees, collection processes, etc.), in addition to the regulatory mechanisms established under rate regulation to mitigate the impacts of individual customer nonpayment. Southwest has also actively worked with its peers in the rate-regulated natural gas industry and with the public accounting profession to finalize the accounting treatment for several other issues not separately addressed by the P&U Task Force.

With regard to the construction services segment, the principles 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.

Management of both segments of the Company has substantially completed assessments of sources of revenue and the effects that adoption of the new guidance will have on the Company’s (and Southwest’s in the case of utility operations) financial position, results of operations, and cash flows. Based on assessments completed to date, management believes that such impacts will not be material overall. Presentation and disclosure requirements of the new guidance will have the most impact on the Company’s financial statements and note disclosures. The Company is currently planning to adopt the new guidance in 2018 under the modified retrospective transition method, as permissible.

~~In January 2016, the FASB issued the update “Financial Instruments – Overall (Subtopic825-10):~~ 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 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. Management believes this update will not have a material impact 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 associated 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


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~September~~June 30, ~~2017~~2022

~~a full retrospective transition approach. Early application~~


(Thousands of dollars):	Linetec		Drum		Total
Balance, December 31, 2021	$	184,148	$	12,569	$	196,717
Net income (loss) attributable to redeemable noncontrolling interests	1,576		(10)		1,566
Redemption value adjustments	(35,978)		—		(35,978)
Redemption of equity interest from noncontrolling party	(39,649)		—		(39,649)
Balance, June 30, 2022	$	110,097	$	12,559	$	122,656

Earnings Per Share. Basic earnings per share (“EPS”) in each period of this report were calculated by dividing net income attributable to Southwest Gas Holdings, Inc. by the weighted-average number of shares during those periods. Diluted EPS includes additional weighted-average common stock equivalents (performance shares and restricted stock units). Unless otherwise noted, the term “Earnings Per Share” refers to Basic EPS. A reconciliation of the denominator used in Basic and Diluted EPS calculations is permitted. 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 historically documented under traditional leasing arrangements by both segments. Management isshown in the ~~process~~following table:


	Three Months Ended June 30,		Six Months Ended June 30,		Twelve Months Ended June 30,
(In thousands)	2022	2021	2022	2021	2022	2021
Weighted average basic shares	67,045	58,607	63,909	58,106	62,022	57,348
Effect of dilutive securities:
Restricted stock units (1)	145	103	132	91	135	92
Weighted average diluted shares	67,190	58,710	64,041	58,197	62,157	57,440

(1) The number of ~~evaluating other types~~securities included 136,000 and 95,000 performance shares during the three months ending June 30, 2022 and 2021, 125,000 and 85,000 performance shares during the six months ending June 30, 2022 and 2021 and 124,000 and 83,000 performance shares during the twelve months ending June 30, 2022 and 2021, respectively, the total of ~~arrangements~~which was derived by assuming that ~~have~~target performance will be achieved during the ~~potential to meet~~relevant performance period.

Contingencies. Southwest maintains liability insurance for various risks associated with the ~~definition~~operation of ~~a lease under the new standard, and is also in the process of selecting software to efficiently implement the standard for~~ its natural gas ~~operations segment.~~pipelines and facilities. In connection with these liability insurance policies, Southwest is responsible for an initial deductible or self-insured retention amount per incident, after which the insurance carriers would be responsible for amounts up to the policy limits. For the policy year August 2021 to July 2022, these liability insurance policies require Southwest to be responsible for the first $1 million (self-insured retention) of each incident plus the first $4 million in aggregate claims above its self-insured retention in the policy year. In August 2021, a natural gas pipe operated by Southwest was involved in an explosion that injured 4 individuals and damaged property. The ~~FASB recently issued proposed guidance that will allow~~explosion was caused by a leak in the ~~election of a practical expedient to not apply the new standard to existing easement contracts~~pipe, and is under investigation. Individuals that were ~~not previously assessed~~injured have each brought legal claims against Southwest and other parties. If Southwest is deemed fully or partially responsible, Southwest estimates its net exposure could be equal to the self-insured retention of $5 million (the maximum noted above). In 2021, pursuant to Accounting Standards Codification 450, Contingencies, Southwest recorded a $5 million liability related to this incident reflecting the maximum noted above; an estimate of actual loss greater than this exposure (to be covered by insurance) cannot be estimated as ~~leases under historic guidance. However,~~of the date these financial statements are issued.

Other contingencies are also recognized where appropriate, if claims are brought, or expected to be brought, against the Company ~~would still~~or Southwest, where management expects it may settle (or be required to ~~evaluate any new easements entered into after~~settle) claims in cash, or in some cases, by means of insurance indemnification. The balance of such reserves was updated for additional accruals, including in regard to a contract dispute. For that item, $6.2 million was recorded during the ~~effective date~~second quarter of 2022, based on management’s estimate of Southwest’s exposure.

As described above, the November 2021 civil suit filed by the Icahn Group, against the Company and certain officers and directors, was subject to a stipulation of dismissal with prejudice in May 2022, pursuant to the terms of the ~~standard~~Cooperation Agreement.

On November 18, 2021, the City Pension Fund for Firefighters and Police Officers in the City of Miami Beach (“City Pension Fund”) commenced a putative class action lawsuit in the Court of Chancery for the State of Delaware on behalf of a putative class of persons who purchased the Company’s stock. The complaint was later amended on November 30, 2021. The amended complaint named the Company and the individual members of the Board as defendants. The complaint sought to ~~determine if~~assert breach of fiduciary duty claims, alleging that the ~~arrangements should be accounted~~Board’s recommendation that stockholders reject Icahn’s Offer to purchase shares of the Company’s common stock omitted material information about the Company’s financial analysis; and sought to have the Board approve Icahn’s slate of nominees as “continuing directors” under certain of the Company’s debt instruments. In March 2022, the City Pension Fund filed a motion for ~~as leases. Management is currently evaluating~~summary judgment on its claim; however, in April 2022, the ~~new and proposed guidance in light~~City Pension Fund


			17


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						June 30, 2022

filed a notice of withdrawal of its ~~customary leasing arrangements (and other arrangements~~motion for summary judgment. The Company believes that the claims lack merit and intends to vigorously defend against them.

Recent Accounting Standards Updates.

Accounting pronouncements effective or adopted in ~~association with~~2022:

In March 2020, the ~~new guidance) to determine~~Financial Accounting Standards Board (the “FASB”) issued ASU 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the ~~effect the new standard will have on its financial position, results~~Effects of ~~operations, cash flows, and business processes.~~

~~In June 2016, the FASB issued the update “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses~~Reference Rate Reform on Financial ~~Instruments.~~Reporting.” The update ~~amends~~provides optional guidance for a limited time to ease the potential burden in accounting for, or recognizing the effects of, reference rate reform on financial reporting, ~~credit losses for financial assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost basis,~~including when modifying a contract (during the eligibility period covered by the update ~~eliminates~~to Topic 848) to replace a reference rate affected by such reform. The update applies only to contracts and hedging relationships that reference 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 amountLondon Interbank Offered Rate (“LIBOR”) or another rate expected to be ~~collected. For available for sale debt securities, credit losses should~~discontinued due to reference rate reform. The guidance was eligible to be ~~measured in~~applied upon issuance on March 12, 2020, and can generally be applied through December 31, 2022, and while a ~~manner similar~~proposal by the FASB has occurred to ~~current U.S. GAAP, however~~extend the optional guidance to the full tenor of LIBOR expiration dates occurring after 2022, to date, no such update has been made effective. Management 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~~monitor 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,impacts this update might have on ~~its~~the Company’s and Southwest’s consolidated financial statements and ~~disclosures.~~

disclosures, and will reflect such appropriately, in the event that the optional guidance is elected. Management will also monitor further FASB action, if any, in regard to the full tenor of LIBOR expiration dates. See also LIBOR discussion in Note 5 – Debt.

In August ~~2016,~~2020, the FASB issued ASU 2020-06 “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” The update, amongst other amendments, improves the ~~update “Classification of Certain Cash Receipts and Cash Payments.” This update addresses the following specific cash flow issues: debt prepayment or debt extinguishment costs; settlement ofzero-coupon~~ ~~debt instruments or other debt instruments with coupon interest rates that are insignificant in relation~~guidance related to the ~~effective interest rate of~~disclosures and earnings-per-share for convertible instruments and contracts in an entity’s own equity. The Company and Southwest adopted the 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 separately identifiable cash flows, including identification of the predominant nature in cases where cash receipts and payments have aspects of more than one class of cash flows. The update is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. Management believes this update will not have a material impact 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 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~~quarter of ~~a fiscal year. No such election~~2022, the impact of which was not material to ~~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 believes this update will not have a material impact on its~~ consolidated financial statements ~~and disclosures.~~

~~In January 2017,~~of the ~~FASB issued the update “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” The update eliminates Step 2 from the goodwill impairment test. The annual,~~Company or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s

Southwest.


~~SOUTHWEST GAS HOLDINGS, INC.~~		18	~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~	~~September 30, 2017~~

~~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 anytax-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.

In March 2017, the FASB issued the update “Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” The update applies to all employers that offer employee benefits under 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 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, and be appropriately described. The update also allows only the service cost component (and not the other components of periodic benefit costs) to be eligible for capitalization when applicable, making no exception for specialized industries, including~~rate-regulated~~ ~~industries.~~

Southwest is a rate-regulated utility offering pension and postretirement benefits to retired employees. It is anticipated that Southwest would continue to request recovery of the total costs of defined benefit plans in rate applications filed with its various regulatory bodies. 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 has historically been a component of depreciation and related rate development through efforts of companies and their regulatory commissions. The Federal Energy Regulatory Commission (“FERC”) regulates interstate transmission pipelines and also establishes, via its Uniform System of Accounts, accounting practices of rate-regulated entities. Accounting guidelines by the FERC are typically also upheld by state commissions. Historically, those guidelines have been generally consistent with guidance in U.S. GAAP (including U.S. GAAP for rate-regulated entities). While formal guidance has not yet been published by the FERC, it is currently believed that the FERC will permit an election to either continue to capitalize~~non-service~~ benefit costs for regulatory reporting purposes or to cease capitalizing such costs and implement the Topic 715 update capitalization provisions “as is,” for regulatory purposes. Assuming the FERC formalizes the above elections, Southwest currently anticipates adopting the provisions of Topic 715 for both SEC reporting and regulatory purposes. Industry deliberations continue and management will be evaluating the various impacts this update will have on its consolidated financial statements and disclosures. It is estimated that approximately $3 million in~~non-service~~ ~~costs were capitalized as a component of gas plant during 2016. Totalnon-service~~ ~~costs were approximately $20 million in 2016.~~


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~September~~June 30, ~~2017~~2022

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~~ The defined benefit qualified retirement plan, SERP, and PBOP are not available to Southwest employees hired on or after January 1, 2022. Employees hired in 2022 or later periods are eligible for enhanced defined contributions as part of the Southwest 401(k) plan, rather than participating in the defined benefit retirement plan.

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

   Qualified Retirement Plan
   Period Ended September 30,
   Three Months Nine Months Twelve Months
   2017 2016 2017 2016 2017 2016
(Thousands of dollars)

Service cost
   $ 5,848 $ 5,708 $ 17,544 $ 17,125 $ 23,252 $ 23,406
Interest cost
   11,520 11,507 34,561 34,520 46,068 45,577
Expected return on plan assets
   (13,799 ) (14,140 ) (41,397 ) (42,419 ) (55,536 ) (56,871 )
Amortization of net actuarial loss
   6,001 6,317 18,003 18,950 24,319 27,136


Net periodic benefit cost
   $ 9,570 $ 9,392 $ 28,711 $ 28,176 $ 38,103 $ 39,248


   SERP
   Period Ended September 30,
   Three Months Nine Months Twelve Months
   2017 2016 2017 2016 2017 2016
(Thousands of dollars)

Service cost
   $ 77 $ 83 $ 232 $ 248 $ 315 $ 328
Interest cost
   471 464 1,413 1,394 1,878 1,818
Amortization of net actuarial loss
   361 346 1,081 1,038 1,426 1,361


Net periodic benefit cost
   $ 909 $ 893 $ 2,726 $ 2,680 $ 3,619 $ 3,507


   PBOP
   Period Ended September 30,
   Three Months Nine Months Twelve Months
   2017 2016 2017 2016 2017 2016
(Thousands of dollars)

Service cost
   $ 367 $ 375 $ 1,101 $ 1,124 $ 1,476 $ 1,534
Interest cost
   808 795 2,424 2,386 3,218 3,136
Expected return on plan assets
   (839 ) (787 ) (2,518 ) (2,362 ) (3,305 ) (3,228 )
Amortization of prior service costs
   333 333 1,001 1,001 1,335 1,335
Amortization of net actuarial loss
   —   104 —   312 105 398


Net periodic benefit cost
   $ 669 $ 820 $ 2,008 $ 2,461 $ 2,829 $ 3,175

The other components of net periodic benefit cost are reflected in Other income (deductions) on the Condensed Consolidated Statements of Income of each entity.


	Qualified Retirement Plan
	June 30,
	Three Months				Six Months				Twelve Months
	2022		2021		2022		2021		2022		2021
(Thousands of dollars)
Service cost	$	11,028	$	10,290	$	22,056	$	20,580	$	42,635	$	37,730
Interest cost	11,251		10,108		22,502		20,216		42,718		42,994
Expected return on plan assets	(19,978)		(18,088)		(39,956)		(36,176)		(76,132)		(68,824)
Amortization of net actuarial loss	8,117		10,489		16,234		20,978		37,211		38,990
Net periodic benefit cost	$	10,418	$	12,799	$	20,836	$	25,598	$	46,432	$	50,890

	SERP
	June 30,
	Three Months				Six Months				Twelve Months
	2022		2021		2022		2021		2022		2021
(Thousands of dollars)
Service cost	$	106	$	132	$	212	$	263	$	475	$	457
Interest cost	360		358		720		716		1,435		1,517
Amortization of net actuarial loss	587		660		1,175		1,320		2,497		2,223
Net periodic benefit cost	$	1,053	$	1,150	$	2,107	$	2,299	$	4,407	$	4,197

	PBOP
	June 30,
	Three Months				Six Months				Twelve Months
	2022		2021		2022		2021		2022		2021
(Thousands of dollars)
Service cost	$	485	$	423	$	970	$	846	$	1,815	$	1,636
Interest cost	613		548		1,226		1,096		2,323		2,388
Expected return on plan assets	(807)		(810)		(1,614)		(1,620)		(3,233)		(3,324)
Amortization of prior service costs	44		240		88		480		567		1,057

Net periodic benefit cost	$	335	$	401	$	670	$	802	$	1,472	$	1,757


			19


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						June 30, 2022

Note 3 – Revenue

The following information about the Company’s revenues is presented by segment. Southwest encompasses the natural gas distribution segment, Centuri encompasses the utility infrastructure services segment, and MountainWest encompasses the pipeline and storage segment. Certain disclosures, where materially consistent with those provided most recently in the 2021 Form 10-K, are not repeated below.

Natural Gas Distribution Segment:

Southwest’s operating revenues included on the Condensed Consolidated Statements of Income of both the Company and Southwest include revenue from contracts with customers, which is shown below, disaggregated by customer type, in addition to other categories of revenue:


	Three Months Ended June 30,				Six Months Ended June 30,				Twelve Months Ended June 30,
(Thousands of dollars)	2022		2021		2022		2021		2022		2021
Residential	$	228,573	$	193,322	$	743,159	$	596,465	$	1,182,306	$	995,132
Small commercial	78,730		56,093		202,714		137,491		335,437		235,114
Large commercial	20,989		13,158		41,150		25,831		72,690		47,818
Industrial/other	10,773		6,974		20,745		20,744		42,314		33,785
Transportation	24,466		21,797		51,098		46,333		97,005		90,307
Revenue from contracts with customers	363,531		291,344		1,058,866		826,864		1,729,752		1,402,156
Alternative revenue program revenues (deferrals)	11,022		(1,531)		(12,477)		(17,904)		18,608		(6,110)
Other revenues (1)	3,389		2,983		8,092		5,768		13,183		4,006
Total Regulated operations revenues	$	377,942	$	292,796	$	1,054,481	$	814,728	$	1,761,543	$	1,400,052

(1) Amounts include late fees and other miscellaneous revenues, and may also include the impact of certain regulatory mechanisms, such as cost-of-service components in customer rates expected to be returned to customers in future periods. Also includes the impacts of a temporary moratorium on late fees and disconnection for nonpayment during the COVID-19 pandemic.

Utility Infrastructure Services Segment:

The following tables display Centuri’s revenue, reflected as Utility infrastructure services revenues on the Condensed Consolidated Statements of Income of the Company, representing revenue from contracts with customers disaggregated by service and contract types:


	Three Months Ended June 30,				Six Months Ended June 30,				Twelve Months Ended June 30,
(Thousands of dollars)	2022		2021		2022		2021		2022		2021
Service Types:
Gas infrastructure services	$	418,869	$	346,877	$	679,551	$	568,714	$	1,413,177	$	1,282,008
Electric power infrastructure services	179,749		97,644		361,717		191,605		695,314		435,825
Other	107,472		84,104		188,699		132,281		387,537		294,749
Total Utility infrastructure services revenues	$	706,090	$	528,625	$	1,229,967	$	892,600	$	2,496,028	$	2,012,582


			20


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						June 30, 2022


	Three Months Ended June 30,				Six Months Ended June 30,					Twelve Months Ended June 30,
(Thousands of dollars)	2022		2021		2022			2021		2022			2021
Contract Types:
Master services agreement	$	617,489	$	398,650	$	1,062,834	*	$	692,330	$	2,023,482	*	$	1,543,292
Bid contract	88,601		129,975		167,133		*	200,270		472,546		*	469,290
Total Utility infrastructure services revenues	$	706,090	$	528,625	$	1,229,967		$	892,600	$	2,496,028		$	2,012,582

Unit price contracts	$	421,927	$	361,926	$	724,450		$	596,375	$	1,497,157		$	1,344,626
Fixed price contracts	128,793		50,455		215,330			85,049		398,023			179,194
Time and materials contracts	155,370		116,244		290,187			211,176		600,848			488,762
Total Utility infrastructure services revenues	$	706,090	$	528,625	$	1,229,967		$	892,600	$	2,496,028		$	2,012,582

* The Company identified an error in the first quarter 2022 disclosure which resulted in an understatement of $88.8 million in the master services agreement category and an overstatement by the same amount in the bid contract category. Management concluded this item was not material to the previously issued financial statements and will revise the first quarter 2022 amounts in future filings.

The following table provides information about contracts receivable and revenue earned on contracts in progress in excess of billings (contract assets), both of which are included within Accounts receivable, net of allowances, as well as amounts billed in excess of revenue earned on contracts (contract liabilities), which are included in Other current liabilities as of June 30, 2022 and December 31, 2021 on the Company’s Condensed Consolidated Balance Sheets:


(Thousands of dollars)	June 30, 2022		December 31, 2021
Contracts receivable, net	$	332,433	$	296,005
Revenue earned on contracts in progress in excess of billings	254,259		214,774
Amounts billed in excess of revenue earned on contracts	13,738		11,860

The revenue earned on contracts in progress in excess of billings (contract asset) primarily relates to Centuri’s right to consideration for work completed but not billed and/or approved for billing at the reporting date. These contract assets are transferred to contracts receivable when the rights become unconditional. The amounts billed in excess of revenue earned (contract liability) primarily relate to the advance consideration received from customers for which work has not yet been completed. The change in this contract liability balance from December 31, 2021 to June 30, 2022 is due to increases in cash received, net of revenue recognized, from contracts that commenced during the period, offset by revenue recognized of approximately $11.9 million that was included in this balance as of January 1, 2022, after which time it became earned and the balance was reduced.

For contracts that have an original duration of one year or less, Centuri uses the practical expedient applicable to such contracts and does not consider/compute an interest component based on the time value of money. Furthermore, because of the short duration of these contracts, Centuri has not disclosed the transaction price for the remaining performance obligations as of the end of each reporting period or when the Company expects to recognize the revenue.

As of June 30, 2022, Centuri had 47 fixed price contracts with an original duration of more than one year. The aggregate amount of the transaction price allocated to the unsatisfied performance obligations of these contracts as of June 30, 2022 was $465.7 million. Centuri expects to recognize the remaining performance obligations over approximately the next 2.9 years; however, the timing of that recognition is largely within the control of the customer, including when the necessary equipment and materials required to complete the work are provided by the customer.

Utility infrastructure services contracts receivable consists of the following:


(Thousands of dollars)	June 30, 2022		December 31, 2021
Billed on completed contracts and contracts in progress	$	331,173	$	292,770
Other receivables	1,408		3,492
Contracts receivable, gross	332,581		296,262
Allowance for doubtful accounts	(148)		(257)
Contracts receivable, net	$	332,433	$	296,005


			21


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						June 30, 2022

Pipeline and Storage Segment:

MountainWest derives revenue on the basis of services rendered, commodities delivered, or contracts settled and includes amounts yet to be billed to customers. MountainWest generates revenue and earnings from annual reservation payments under firm peaking storage and firm transportation contracts. Straight-fixed-variable rate designs are used to allow for recovery of substantially all fixed costs in demand or reservation charges, thereby reducing the earnings impact of volume changes on gas transportation and storage operations.

MountainWest receives upfront payment for certain storage services it provides to customers, which are considered to be contract liabilities. These payments are amortized to revenue over the term of the contract.

The primary types of sales and service activities reported as revenue from contracts with customers are FERC-regulated gas transportation and storage services, and to a lesser extent, natural gas liquid (“NGL”) revenues consisting primarily of NGL processing services, and other revenue (consisting of natural gas sales, as well as services related to gathering and processing activities and miscellaneous service revenue).

Transportation and storage contracts are primarily stand-ready service contracts that include fixed reservation and variable usage fees. Fixed fees are recognized ratably over the life of the contract as the stand-ready performance obligations are satisfied, while variable usage fees are recognized when MountainWest has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the performance obligation completed to date. Substantially all of MountainWest’s revenues are derived from performance obligations satisfied over time, rather than recognized at a single point in time. Payment for most sales and services varies by contract type, but is typically due within a month of billing.

MountainWest typically receives or retains NGLs and natural gas from customers when providing natural gas processing, transportation, or storage services. MountainWest records the fair value of NGLs received as service revenue recognized over time and recognizes revenue from the subsequent sale of the NGLs to customers upon delivery. MountainWest typically retains some natural gas under certain transportation service arrangements, intended to facilitate performance of the service and allow for natural losses that occur. As the intent of the retention amount is to enable fulfillment of the contract rather than to provide compensation for services, the fuel allowance is not included in revenue.

MountainWest Regulated operations revenues on the Condensed Consolidated Statements of Income of the Company include revenue from contracts with customers, which is shown below, disaggregated by categories of sales and service activities.


	Three Months Ended June 30,		Six Months Ended June 30,
(Thousands of dollars)	2022
Regulated gas transportation and storage revenues	$	57,786	119,763
NGL revenues	1,876		3,369
Other revenues	2,380		5,859
Revenue from contracts with customers	62,042		128,991
Other revenues	46		90
Total Regulated operations revenues	$	62,088	129,081

MountainWest has certain multi-year contracts with fixed-price performance obligations that were unsatisfied (or partially unsatisfied) at the end of the reporting period, whereby revenue will be earned over time as MountainWest stands ready to provide service. These amounts are not material to the Company’s financial statements overall. MountainWest also has certain contract liabilities related to consideration received from customers with an obligation to transfer goods or services subsequent to the balance sheet date, amounts for which are generally consistent between December 31, 2021 and June 30, 2022 and are not material.


			22


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						June 30, 2022

Note 4 – Common Stock

Shares of the Company’s common stock are publicly traded on the New York Stock Exchange, under the ticker symbol “SWX.” Share-based compensation related to Southwest and Centuri is based on stock awards to be issued in shares of Southwest Gas Holdings, Inc.

On April 8, 2021, the Company entered into a Sales Agency Agreement between the Company and BNY Mellon Capital Markets, LLC and J.P. Morgan Securities LLC (the “Equity Shelf Program”) for the offer and sale of up to $500 million of common stock from time to time in an at-the-market offering program. The shares are issued pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-251074), or “the Universal Shelf.” There was no activity under the Equity Shelf Program during the quarter ended June 30, 2022. The following table provides the life-to-date activity under that program through June 30, 2022:




Gross proceeds	$	158,180,343
Less: agent commissions	(1,581,803)
Net proceeds	$	156,598,540
Number of shares sold	2,302,407
Weighted average price per share	$	68.70

As of June 30, 2022, the Company had approximately $341.8 million in common stock available for sale under the program.

In March 2022, the Company issued, through a separate prospectus supplement under the Universal Shelf, an aggregate of 6.325 million shares of common stock, in an underwritten public offering price of $74.00 per share, resulting in proceeds to the Company of $452.3 million, net of an underwriters’ discount of $15.8 million. The Company used the net proceeds to repay a portion of the outstanding borrowings under the 364-day term loan credit agreement that was used to initially fund the MountainWest acquisition.

During the six months ended June 30, 2022, the Company issued approximately 191,000 shares of common stock through the Restricted Stock/Unit Plan and Omnibus Incentive Plan.

Additionally, during the six months ended June 30, 2022, the Company issued 66,000 shares of common stock through the Dividend Reinvestment and Stock Purchase Plan, raising approximately $5.1 million.

In connection with the entry into the Cooperation Agreement (see Note 1 – Background, Organization, and Summary of Significant Accounting Policies),the Company entered into the Amended Rights Agreement to increase the beneficial ownership percentage included in the definition of “Acquiring Person” from 10% to 24.9% and to delete the concept of a “Passive Institutional Investor” to permit the Icahn Group to consummate the Offer.


			23


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~September~~June 30, ~~2017~~2022

Note 5 – Debt

Long-Term Debt

Long-term debt is recognized in the Company’s and Southwest’s Condensed Consolidated Balance Sheets generally at the carrying value of the obligations outstanding. Details surrounding the fair value and individual carrying values of instruments are provided in the table that follows.


	June 30, 2022				December 31, 2021
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
(Thousands of dollars)
Southwest Gas Corporation:
Debentures:
Notes, 6.1%, due 2041	$	125,000	$	126,410	$	125,000	$	166,380
Notes, 4.05%, due 2032	600,000		549,396		—		—
Notes, 3.875%, due 2022	—		—		250,000		250,603
Notes, 4.875%, due 2043	250,000		230,653		250,000		307,538
Notes, 3.8%, due 2046	300,000		235,140		300,000		329,055
Notes, 3.7%, due 2028	300,000		283,260		300,000		325,191
Notes, 4.15%, due 2049	300,000		250,461		300,000		342,030
Notes, 2.2%, due 2030	450,000		365,054		450,000		440,838
Notes, 3.18%, due 2051	300,000		211,326		300,000		292,116
8% Series, due 2026	75,000		84,078		75,000		92,623
Medium-term notes, 7.78% series, due 2022	—		—		25,000		25,122
Medium-term notes, 7.92% series, due 2027	25,000		27,821		25,000		31,555
Medium-term notes, 6.76% series, due 2027	7,500		7,839		7,500		8,949
Unamortized discount and debt issuance costs	(26,627)				(19,959)
	2,705,873				2,387,541
Revolving credit facility and commercial paper	—		—		130,000		130,000
Industrial development revenue 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	(1,774)				(1,938)
	198,226				198,062
Less: current maturities	—				(275,000)
Southwest Gas Corporation total long-term debt, less current maturities	$	2,904,099			$	2,440,603
Southwest Gas Holdings, Inc.:
Centuri secured term loan facility	$	1,011,413	$	970,329	$	1,117,138	$	1,117,841
Centuri secured revolving credit facility	145,885		145,759		103,329		103,749
MountainWest unsecured senior notes, 3.53%, due in 2028	101,922		90,430		102,078		102,078
MountainWest unsecured senior notes, 4.875%, due in 2041	199,599		157,894		199,926		199,926
MountainWest unsecured senior notes, 3.91%, due in 2038	147,786		113,703		147,735		147,735
Other debt obligations	141,653		129,810		51,665		50,003
Unamortized discount and debt issuance costs	(22,627)				(24,466)
Less: current maturities	(41,276)				(22,324)
Southwest Gas Holdings, Inc. total long-term debt, less current maturities	$	4,588,454			$	4,115,684


			24


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						June 30, 2022

Southwest has a $400 million credit facility that is scheduled to expire in April 2025. Southwest designates $150 million of associated capacity as long-term debt and the remaining $250 million for working capital purposes. Interest rates for the credit facility are calculated at either the Secured Overnight Financing Rate (“SOFR”) or an “alternate base rate,” plus in each case an applicable margin that is determined based on Southwest’s senior unsecured debt rating. At June 30, 2022, the applicable margin is 1.125% for loans bearing interest with reference to SOFR and 0.125% for loans bearing interest with reference to the alternative base rate. At June 30, 2022, no borrowings were outstanding on the long-term portion of the facility (including under the commercial paper program, discussed below), nor on the short-term portion of the facility.

Southwest has a $50 million commercial paper program. Issuances under the commercial paper program are supported by Southwest’s revolving credit facility and, therefore, do not represent additional borrowing capacity under the credit facility. Borrowings under the commercial paper program, if any, are designated as long-term debt. Interest rates for the program are calculated at the then current commercial paper rate. At June 30, 2022, as noted above, noborrowings were outstanding under the commercial paper program.

In March 2022, Southwest issued $600 million aggregate principal amount of 4.05% Senior Notes at a discount of 0.65%. The notes will mature in March 2032. Southwest used the net proceeds to redeem the $250 million 3.875% notes due in April 2022 and to repay outstanding amounts under its credit facility, with the remaining net proceeds used for general corporate purposes.

Centuri has a $1.545 billion secured revolving credit and term loan multi-currency facility. Amounts can be borrowed in either Canadian or U.S. dollars. The revolving credit facility matures on August 27, 2026 and the term loan facility matures on August 27, 2028. Interest rates for the revolving credit facility and term loan facility are based on either a “base rate” or LIBOR, plus an applicable margin in either case. The capacity of the line of credit portion of the facility is $400 million; related amounts borrowed and repaid are available to be re-borrowed. The term loan portion of the facility has a limit of $1.145 billion. The obligations under the credit agreement are secured by present and future ownership interests in substantially all direct and indirect subsidiaries of Centuri, substantially all of the tangible and intangible personal property of each borrower, certain of their direct and indirect subsidiaries, and all products, profits, and proceeds of the foregoing. Centuri’s assets securing the facility at June 30, 2022 totaled $2.5 billion. At June 30, 2022, $1.157 billion in borrowings were outstanding under Centuri’s combined secured revolving credit and term loan facility.

MountainWest has 2 private placement unsecured senior notes and a public unsecured senior note, with a combined carrying value of $449.3 million and aggregate principal amount of $430 million. The carrying value is higher than the principal balance as amounts outstanding were recorded at their fair values as of the December 31, 2021 acquisition date of the MountainWest entities.

Short-Term Debt

Southwest Gas Holdings, Inc. has a $200 million credit facility that is scheduled to expire in December 2026 and is primarily used for short-term financing needs. Interest rates for the credit facility are calculated at either SOFR or the “alternate base rate” plus in each case an applicable margin. There was $90 million outstanding under this credit facility as of June 30, 2022.

As indicated above, under Southwest’s $400 million credit facility, no short-term borrowings were outstanding at June 30, 2022.

In March 2022, Southwest amended its $250 million Term Loan (the “March 2021 Term Loan”), extending the maturity date to March 21, 2023 and replacing LIBOR interest rate benchmarks with SOFR interest rate benchmarks. The proceeds were originally used to fund the increased cost of natural gas supply during the month of February 2021, caused by extreme weather conditions in the central U.S. There was $225 million outstanding under the March 2021 Term Loan as of June 30, 2022.

In November 2021, Southwest Gas Holdings, Inc. entered into a 364-day term loan credit agreement (the “Credit Agreement”). The Credit Agreement provided for a $1.6 billion delayed-draw term loan (the “Term Loan Facility”) to primarily fund the acquisition of the equity interests in MountainWest (refer to Note 8 - Business Acquisitions). The Term Loan Facility was funded on December 31, 2021, and matures on December 30, 2022. There was $1.15 billion outstanding under the Term Loan Facility as of June 30, 2022.

The borrowings under the Term Loan Facility created a negative working capital condition for the Company, which as of June 30, 2022 is approximately $707 million. As of August 9, 2022, the Company does not have sufficient liquidity or capital resources to repay the Term Loan Facility without issuing new debt or equity. As disclosed in Note 1 – Background, Organization, and Summary of Significant Accounting Policies,the Company is exploring strategic alternatives, including a potential sale of MountainWest. Management intends to either issue long-term debt to refinance the Term Loan Facility or extend the Term Loan Facility up to 364 days. If MountainWest is sold as part of the Strategic Review process, the proceeds will be used to repay the amounts borrowed to fund the acquisition.


			25


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						June 30, 2022

Management believes that its refinancing plan is probable based on the Company’s ability to generate consistent cash flows, its current credit ratings, its relationships with its lenders and its prior history of successfully raising debt and equity necessary to fund its acquisitions and operations. As such, management has concluded that the Company can satisfy its obligations for at least the next twelve months from the issuance date of these financial statements.

The Company’s ability to access capital markets or to otherwise obtain sufficient financing may be affected by future conditions. If the Company is unable to execute its plan to refinance debt obligations, the Company’s credit facility could be terminated, and amounts due under its revolver and other borrowing arrangements could be declared immediately due and payable.

LIBOR

Certain rates established at LIBOR are scheduled to be discontinued as a benchmark or reference rate after 2021, while other LIBOR-based rates are scheduled to be discontinued after June 2023. As of June 30, 2022, the Company had $2.16 billion in aggregate outstanding borrowings under Centuri’s combined facility and Southwest Gas Holdings, Inc.’s Term Loan Facility. Southwest had no outstanding borrowings or variable rate debt agreements with reference to LIBOR as of June 30, 2022. In order to mitigate the impact on the financial condition and results of operations of the Company, management will monitor developments and work with lenders to determine the appropriate replacement/alternative reference rate for variable rate debt. At this time the Company can provide no assurances as to the impact a LIBOR discontinuance will have on its financial condition or results of operations. Any alternative rate may be less predictable or less attractive than LIBOR.


			26


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						June 30, 2022

Note 6 – Other Comprehensive Income and Accumulated Other Comprehensive Income

The following information presents the Company’s Other comprehensive income (loss), both before and after-tax impacts, within the Condensed Consolidated Statements of Comprehensive Income, which also impact Accumulated other comprehensive income (“AOCI”) in the Condensed Consolidated Balance Sheets and the Condensed Consolidated Statements of Equity.

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


	Three Months Ended June 30, 2022						Three Months Ended June 30, 2021
(Thousands of dollars)	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	$	44	$	(11)	$	33	$	240	$	(58)	$	182
Amortization of net actuarial (gain)/loss	8,704		(2,089)		6,615		11,148		(2,676)		8,472
Regulatory adjustment	(7,268)		1,744		(5,524)		(9,575)		2,298		(7,277)
Pension plans other comprehensive income (loss)	1,480		(356)		1,124		1,813		(436)		1,377
FSIRS (designated hedging activities):
Amounts reclassified into net income	—		—		—		544		(130)		414
FSIRS other comprehensive income (loss)	—		—		—		544		(130)		414
Total other comprehensive income (loss) - Southwest Gas Corporation	1,480		(356)		1,124		2,357		(566)		1,791
Foreign currency translation adjustments:
Translation adjustments	(2,680)		—		(2,680)		909		—		909
Foreign currency other comprehensive income (loss)	(2,680)		—		(2,680)		909		—		909
Total other comprehensive income (loss) - Southwest Gas Holdings, Inc.	$	(1,200)	$	(356)	$	(1,556)	$	3,266	$	(566)	$	2,700

	Six Months Ended June 30, 2022						Six Months Ended June 30, 2021
(Thousands of dollars)	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	$	88	$	(22)	$	66	$	480	$	(116)	$	364
Amortization of net actuarial (gain)/loss	17,409		(4,178)		13,231		22,297		(5,351)		16,946
Regulatory adjustment	(14,536)		3,489		(11,047)		(19,150)		4,596		(14,554)
Pension plans other comprehensive income (loss)	2,961		(711)		2,250		3,627		(871)		2,756
FSIRS (designated hedging activities):
Amounts reclassified into net income	545		(129)		416		1,088		(261)		827
FSIRS other comprehensive income (loss)	545		(129)		416		1,088		(261)		827
Total other comprehensive income (loss) - Southwest Gas Corporation	3,506		(840)		2,666		4,715		(1,132)		3,583
Foreign currency translation adjustments:
Translation adjustments	(1,433)		—		(1,433)		1,732		—		1,732
Foreign currency other comprehensive income (loss)	(1,433)		—		(1,433)		1,732		—		1,732
Total other comprehensive income (loss) - Southwest Gas Holdings, Inc.	$	2,073	$	(840)	$	1,233	$	6,447	$	(1,132)	$	5,315


			27


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						June 30, 2022


	Twelve Months Ended June 30, 2022						Twelve Months Ended June 30, 2021
(Thousands of dollars)	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:
Net actuarial gain/(loss)	$	59,176	$	(14,202)	$	44,974	$	(57,539)	$	13,809	$	(43,730)
Amortization of prior service cost	567		(136)		431		1,057		(255)		802
Amortization of net actuarial (gain)/loss	39,709		(9,530)		30,179		41,212		(9,890)		31,322

Regulatory adjustment	(83,580)		20,060		(63,520)		5,075		(1,219)		3,856
Pension plans other comprehensive income (loss)	15,872		(3,808)		12,064		(10,195)		2,445		(7,750)
FSIRS (designated hedging activities):
Amounts reclassified into net income	1,631		(390)		1,241		2,662		(639)		2,023
FSIRS other comprehensive income (loss)	1,631		(390)		1,241		2,662		(639)		2,023
Total other comprehensive income (loss) - Southwest Gas Corporation	17,503		(4,198)		13,305		(7,533)		1,806		(5,727)
Foreign currency translation adjustments:
Translation adjustments	(3,145)		—		(3,145)		5,656		—		5,656
Foreign currency other comprehensive income (loss)	(3,145)		—		(3,145)		5,656		—		5,656
Total other comprehensive income (loss) - Southwest Gas Holdings, Inc.	$	14,358	$	(4,198)	$	10,160	$	(1,877)	$	1,806	$	(71)

(1)Tax amounts are calculated using a 24% rate. The Company has elected to indefinitely reinvest, in Canada, the earnings of Centuri’s Canadian subsidiaries, thus precluding deferred taxes on such earnings. As a result of this assertion, and no repatriation of earnings anticipated, the Company is not recognizing a tax effect or presenting a tax expense or benefit for currency translation adjustments reported in Other comprehensive income (loss).

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


	Defined Benefit Plans						FSIRS						Foreign Currency Items
(Thousands of dollars)	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, 2021	$	(61,182)	$	14,685	$	(46,497)	$	(545)	$	129	$	(416)	$	152	$	—	$	152	$	(46,761)
Translation adjustments	—		—		—		—		—		—		(1,433)		—		(1,433)		(1,433)
Other comprehensive income (loss) before reclassifications	—		—		—		—		—		—		(1,433)		—		(1,433)		(1,433)
FSIRS amount reclassified from AOCI (1)	—		—		—		545		(129)		416		—		—		—		416
Amortization of prior service cost (2)	88		(22)		66		—		—		—		—		—		—		66
Amortization of net actuarial loss (2)	17,409		(4,178)		13,231		—		—		—		—		—		—		13,231
Regulatory adjustment (3)	(14,536)		3,489		(11,047)		—		—		—		—		—		—		(11,047)
Net current period other comprehensive income (loss) attributable to Southwest Gas Holdings, Inc.	2,961		(711)		2,250		545		(129)		416		(1,433)		—		(1,433)		1,233
Ending Balance AOCI June 30, 2022	$	(58,221)	$	13,974	$	(44,247)	$	—	$	—	$	—	$	(1,281)	$	—	$	(1,281)	$	(45,528)

(1)The FSIRS reclassification amount is included in Net interest deductions on the Company’s Condensed Consolidated Statements of Income.

(2)These AOCI components are included in the computation of net periodic benefit cost (see Note 2 – Components of Net Periodic Benefit Cost for 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 Deferred charges and other assets on the Company’s Condensed Consolidated Balance Sheets).

(4)Tax amounts are calculated using a 24% rate.


			28


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						June 30, 2022

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


	Defined Benefit Plans						FSIRS
(Thousands of dollars)	Before-Tax		Tax (Expense) Benefit (8)		After-Tax		Before-Tax		Tax (Expense) Benefit (8)		After-Tax		AOCI
Beginning Balance AOCI December 31, 2021	$	(61,182)	$	14,685	$	(46,497)	$	(545)	$	129	$	(416)	$	(46,913)
FSIRS amount reclassified from AOCI (5)	—		—		—		545		(129)		416		416
Amortization of prior service cost (6)	88		(22)		66		—		—		—		66
Amortization of net actuarial loss (6)	17,409		(4,178)		13,231		—		—		—		13,231
Regulatory adjustment (7)	(14,536)		3,489		(11,047)		—		—		—		(11,047)
Net current period other comprehensive income attributable to Southwest Gas Corporation	2,961		(711)		2,250		545		(129)		416		2,666
Ending Balance AOCI June 30, 2022	$	(58,221)	$	13,974	$	(44,247)	$	—	$	—	$	—	$	(44,247)

(5) The FSIRS reclassification amount is included in Net interest deductions on Southwest’s Condensed Consolidated Statements of Income.

(6)These AOCI components are included in the computation of net periodic benefit cost (see Note 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 Deferred charges and other assets on Southwest’s Condensed Consolidated Balance Sheets).

(8)Tax amounts are calculated using a 24% rate.

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


(Thousands of dollars)	June 30, 2022		December 31, 2021
Net actuarial loss	$	(381,601)	$	(399,010)
Prior service cost	(1,440)		(1,528)
Less: amount recognized in regulatory assets	324,820		339,356
Recognized in AOCI	$	(58,221)	$	(61,182)

Note 37 – Segment Information

~~The Company has two~~

As a result of the MountainWest acquisition on December 31, 2021, management updated its segment reporting from the historical presentation of 2 reportable ~~segments: natural gas operations~~segments to 3 reportable segments, with MountainWest presented as the pipeline and ~~construction services.~~storage segment. Southwest ~~has a single reportable segment that is referred to herein as~~comprises the natural gas ~~operations~~distribution segment ofand Centuri comprises the ~~Company.~~ utility infrastructure services segment.

Centuri accounts for the services provided to Southwest at contractual prices. Accounts receivable for these services, which are not eliminated during consolidation, are presented in the table below:


(Thousands of dollars)	June 30, 2022		December 31, 2021
Centuri accounts receivable for services provided to Southwest	$	16,915	$	15,166


			29


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						June 30, 2022

In order to reconcile (below) to net income as disclosed in the Condensed Consolidated Statements of Income, an Other column is included associated with impacts ~~related to~~of 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~~financial information pertaining to the ~~two reportable segments (thousands of dollars):~~

   Natural Gas
Operations    Construction
Services    Other    Total
Three months ended September 30, 2017

Revenues from external customers
   $ 213,059    $ 351,850    $ —      $ 564,909
Intersegment revenues
   —      28,244    —      28,244








Total
   $ 213,059    $ 380,094    $ —      $ 593,153








Segment net income (loss)
   $ (4,024 )    $ 14,335    $ (107 )    $ 10,204








Three months ended September 30, 2016

Revenues from external customers
   $ 200,179    $ 312,531    $ —      $ 512,710
Intersegment revenues
   —      27,259    —      27,259








Total
   $ 200,179    $ 339,790    $ —      $ 539,969








Segment net income (loss)
   $ (12,405 )    $ 14,877    $ —      $ 2,472








   Natural Gas
Operations    Construction
Services    Other    Total
Nine months ended September 30, 2017

Revenues from external customers
   $ 935,823    $ 800,073    $ —      $ 1,735,896
Intersegment revenues
   —      72,463    —      72,463








Total
   $ 935,823    $ 872,536    $ —      $ 1,808,359








Segment net income (loss)
   $ 82,436    $ 15,717    $ (777 )    $ 97,376








Nine months ended September 30, 2016

Revenues from external customers
   $ 980,927    $ 762,835    $ —      $ 1,743,762
Intersegment revenues
   —      75,203    —      75,203








Total
   $ 980,927    $ 838,038    $ —      $ 1,818,965








Segment net income
   $ 67,536    $ 19,325    $ —      $ 86,861








   Natural Gas
Operations    Construction
Services    Other    Total
Twelve months ended September 30, 2017

Revenues from external customers
   $ 1,276,308    $ 1,078,195    $ —      $ 2,354,503
Intersegment revenues
   —      95,381    —      95,381








Total
   $ 1,276,308    $ 1,173,576    $ —      $ 2,449,884








Segment net income (loss)
   $ 134,323    $ 29,010    $ (777 )    $ 162,556








Twelve months ended September 30, 2016

Revenues from external customers
   $ 1,376,388    $ 1,022,416    $ —      $ 2,398,804
Intersegment revenues
   —      105,566    —      105,566








Total
   $ 1,376,388    $ 1,127,982    $ —      $ 2,504,370








Segment net income
   $ 119,836    $ 33,144    $ —      $ 152,980

~~Note 4 – Derivatives and Fair Value Measurements~~

~~Derivatives.~~ ~~In managing its~~ natural gas ~~supply portfolios, Southwest has historically entered into fixed-~~distribution, utility infrastructure services, and ~~variable-price contracts, which qualify~~pipeline and storage segments are as ~~derivatives. Additionally, Southwest utilizesfixed-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.

follows:


(Thousands of dollars)	Natural Gas Distribution		Utility Infrastructure Services		Pipeline and Storage		Other		Total
Three Months Ended June 30, 2022
Revenues from external customers	$	377,942	$	672,119	$	62,088	$	—	$	1,112,149
Intersegment revenues	—		33,971		—		—		33,971
Total	$	377,942	$	706,090	$	62,088	$	—	$	1,146,120
Segment net income (loss)	$	(2,266)	$	4,741	$	15,076	$	(24,126)	$	(6,575)

Three Months Ended June 30, 2021
Revenues from external customers	$	292,796	$	504,941	$	—	$	—	$	797,737
Intersegment revenues	—		23,684		—		—		23,684
Total	$	292,796	$	528,625	$	—	$	—	$	821,421
Segment net income (loss)	$	11,413	$	15,116	$	—	$	(1,410)	$	25,119

(Thousands of dollars)	Natural Gas Operations		Utility Infrastructure Services		Pipeline and Storage		Other		Total
Six Months Ended June 30, 2022
Revenues from external customers	$	1,054,481	$	1,167,663	$	129,081	$	—	$	2,351,225
Intersegment revenues	—		62,304		—		—		62,304
Total	$	1,054,481	$	1,229,967	$	129,081	$	—	$	2,413,529
Segment net income (loss)	$	109,529	$	(18,745)	$	32,006	$	(33,187)	$	89,603

Six Months Ended June 30, 2021
Revenues from external customers	$	814,728	$	844,713	$	—	$	—	$	1,659,441
Intersegment revenues	—		47,887		—		—		47,887
Total	$	814,728	$	892,600	$	—	$	—	$	1,707,328
Segment net income (loss)	$	130,128	$	14,257	$	—	$	(1,973)	$	142,412


(Thousands of dollars)	Natural Gas Distribution		Utility Infrastructure Services		Pipeline and Storage		Other		Total
Twelve Months Ended June 30, 2022
Revenues from external customers	$	1,761,543	$	2,379,265	$	129,081	$	—	$	4,269,889
Intersegment revenues	—		116,763		—		—		116,763
Total	$	1,761,543	$	2,496,028	$	129,081	$	—	$	4,386,652
Segment net income (loss)	$	166,536	$	7,418	$	32,006	$	(57,990)	$	147,970

Twelve Months Ended June 30, 2021
Revenues from external customers	$	1,400,052	$	1,899,961	$	—	$	—	$	3,300,013
Intersegment revenues	—		112,621		—		—		112,621
Total	$	1,400,052	$	2,012,582	$	—	$	—	$	3,412,634
Segment net income (loss)	$	193,705	$	73,056	$	—	$	(2,532)	$	264,229


			30


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~September~~June 30, ~~2017~~2022

The ~~variable-price contracts have no significant market value. The Swaps are recorded at fair value.~~

~~The fixed-price contracts~~corporate and ~~Swaps are utilized by~~administrative activities for Southwest ~~under its volatility mitigation programs to effectively fix the price on a portion (up to 25%~~Gas Holdings, Inc. 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 October 2017 through March 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):

   September 30, 2017    December 31, 2016
Contract notional amounts
   10,936    10,543

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

~~The following table sets forth the gains and (losses) recognized on the Swaps (derivatives) for the~~ three-, ~~nine-~~six-, and twelve-month periods ended ~~September~~June 30, ~~2017~~2022 include expenses incurred related to shareholder activism and ~~2016~~related settlement activities, expenses incurred in conducting the Strategic Review, and ~~their location~~expenses and financing costs for the MountainWest acquisition.

Note 8 - Business Acquisitions

In August 2021, the Company, through its subsidiaries, led principally by Centuri, completed the acquisition of Drum, including its primary subsidiary, Riggs Distler. In November 2021, certain members of Riggs Distler management acquired a 1.42% interest in Drum. See the Company’s 2021 Form 10-K for additional information about this acquisition.

Assets acquired and liabilities assumed in the ~~Condensed Consolidated Statements~~transaction were recorded at their acquisition date fair values. Transaction costs associated with the acquisition were expensed as incurred. The Company’s allocation of ~~Income for both~~ the ~~Company~~purchase price was based on an evaluation of the appropriate fair values and ~~Southwest:~~

~~Gains (losses) recognized in income for derivatives not designated~~represented management’s best estimate based on available data (including market data, data regarding customers of the acquired businesses, terms of acquisition-related agreements, analysis of historical and projected results, and other types of data). The analysis included consideration of types of intangibles that were acquired, including customer relationships, trade name, and backlog. Certain payments were estimated as ~~hedging instruments:~~

~~(Thousands~~ of ~~dollars)~~

      Three Months Ended Nine Months Ended Twelve Months Ended
   Location of Gain or (Loss)    September 30 September 30 September 30
Instrument

Recognized in Income on Derivative
   2017 2016 2017 2016 2017 2016
Swaps
   Net cost of gas sold    $ (546 ) $ (2,072 ) $ (6,851 ) $ 2,253 $ (4,098 ) $ (656 )
Swaps
   Net cost of gas sold    546 * 2,072 * 6,851 * (2,253 )* 4,098 * 656 *


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

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

~~No gains (losses)~~the acquisition date and 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 whichadjusted when amounts were ~~designated cash flow hedges, to partially hedge the risk of interest rate variability during the period leading up~~finalized. Further adjustments may still occur. Due to the ~~planned issuance of debt.~~ estimations made, the final purchase accounting has not yet been completed and further refinements may occur, including potential changes to income taxes.

The ~~first FSIRS terminated in December 2010. The second FSIRS terminated in March 2012. Losses on both FSIRS are being amortized overten-year~~ ~~periods from Accumulated other comprehensive income (loss) into interest expense.~~

~~The following table sets forth the fair values of the 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:~~

September 30, 2017
Instrument

Balance Sheet Location
   Asset
Derivatives    Liability
Derivatives    Net
Total
Swaps
   Prepaids and other current assets    $ 56    $ (22 )    $ 34
Swaps
   Other current liabilities    27    (1,899 )    (1,872 )
Swaps
   Other deferred credits    1    (768 )    (767 )






Total
      $ 84    $ (2,689 )    $ (2,605 )






December 31, 2016
Instrument

Balance Sheet Location
   Asset
Derivatives    Liability
Derivatives    Net
Total
Swaps
   Deferred charges and other assets    $ 899    $ (54 )    $ 845
Swaps
   Prepaids and other current assets    3,551    (19 )    3,532






Total
      $ 4,450    $ (73 )    $ 4,377


~~SOUTHWEST GAS HOLDINGS, INC.~~		~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~		~~September 30, 2017~~

~~The~~preliminary estimated fair values of assets acquired and liabilities assumed as of August 27, 2021, and as updated through June 30, 2022, are as follows:


(Millions of dollars)	Acquisition Date		Measurement Period Adjustments		Revised Acquisition Date
Cash and cash equivalents	$	1.9	$	—	$	1.9
Accounts receivable	69.1		(8.6)		60.5
Contract assets	40.1		7.4		47.5
Income taxes receivable, net	0.7		—		0.7
Right of use assets under operating leases	1.5		—		1.5
Prepaid expenses	5.2		—		5.2
Property and equipment	118.1		1.2		119.3
Intangible assets	335.0		(31.5)		303.5
Goodwill	446.8		1.8		448.6
Total assets acquired	1,018.4		$	(29.7)	$	988.7

Trade and other payables	46.2		—		46.2
Finance lease obligations	27.5		1.2		28.7
Contract liabilities	12.7		—		12.7
Operating lease obligations	1.5		—		1.5
Other liabilities	5.3		(1.2)		4.1
Deferred tax liabilities	94.8		(23.4)		71.4
Total liabilities assumed and noncontrolling interest	188.0		(23.4)		164.6
Net assets acquired	$	830.4	$	(6.3)	$	824.1

The Company incurred and expensed acquisition costs of $14 million, included in Utility infrastructure services expenses in the ~~natural gas derivatives were determined using future natural gas index prices (as more fully described below). Master netting arrangements exist with each counterparty that provide~~Company’s Condensed Consolidated Statement of Income for the ~~net settlement (in~~twelve months ended June 30, 2022. No acquisition-related costs were incurred during the settlement month) of all contracts through a single payment. As applicable, management has elected to reflect the net amounts in its balance sheets. 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, unrealized gains~~three and ~~losses in fair value of the Swaps are recorded as a regulatory asset and/or liability. When the Swaps mature, any prior positions held are reversed~~six months ended June 30, 2022, and 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.

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

   Three Months Ended    Nine Months Ended    Twelve Months Ended
(Thousands of dollars)    September 30, 2017    September 30, 2017    September 30, 2017
Paid to counterparties
   $ 143    $ 1,555    $ 2,655






Received from counterparties
   $ —      $ 1,685    $ 2,060

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).

September 30, 2017
Instrument

Balance Sheet Location
   Net Total
Swaps    Other current liabilities    $ (34 )
Swaps    Prepaids and other current assets    1,872
Swaps    Deferred charges and other assets    767
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 September 30, 2017 and December 31, 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~~impacts to earnings resulted from the ~~overall fair value measurement.~~

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 financial assets and liabilities that were accounted for at fair value by both the Company and Southwest:


~~SOUTHWEST GAS HOLDINGS, INC.~~		~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~		~~September 30, 2017~~

~~Level 2—Significant other observable inputs~~

(Thousands of dollars)    September 30, 2017    December 31, 2016
Assets at fair value:

Prepaids and other current assets—Swaps
   $ 34    $ 3,532
Deferred charges and other assets—Swaps
   —      845
Liabilities at fair value:

Other current liabilities—Swaps
   (1,872 )    —
Other deferred credits—Swaps
   (767 )    —




Net Assets (Liabilities)
   $ (2,605 )    $ 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 pension and postretirement benefit plans, asset values were last updated as required as of~~measurement-period adjustments reflected above.

In December ~~2016. Refer to Note 10 – Pension and Other Post Retirement Benefits in the 2016 Annual Report to Shareholders on Form10-K.~~

~~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~~2021 Southwest Gas Holdings, Inc.~~, on aone-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 29, 2017, the Company filed with the Securities Exchange Commission (“SEC”) an automatic shelf registration statement on FormS-3~~ ~~(FileNo. 333-217018),~~ ~~which became effective upon filing, for the offer and sale of up to $150 million of common stock from time to time inat-the-market~~ offerings under the prospectus included therein and in accordance with the Sales Agency Agreement, dated March 29, 2017, between the Company and BNY Mellon Capital Markets, LLC (the “Equity Shelf Program”). During the three months and nine months ending September 30, 2017, the Company sold, through the continuous equity offering program with BNY Mellon Capital Markets, LLC as agent, an aggregate of 147,077 shares of the Company’s common stock in the open market at a weighted average price of $80.07 per share, resulting in proceeds to the Company of $11,659,104, net of $117,769 in agent commissions. As of September 30, 2017, the Company had up to $138,223,127 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 completed the acquisition of property for the construction, completion, extension or improvement of pipeline systems and facilities located in and around the communities served by Southwest. Commensurate with these intentions, proceeds during the 3^rd ~~quarter of 2017 were contributed to, and reflected in the records of, Southwest (as a capital contribution from the parent holding company).~~

~~During the nine months ended September 30, 2017, the Company issued approximately 103,000 shares of common stock through the Restricted Stock/Unit Plan and Management Incentive Plan.~~

~~Note 6 – Long-Term Debt~~

~~Carrying amounts of long-term debt~~Dominion Energy Questar Pipeline, LLC and related ~~estimated fair values~~entities (subsequently rebranded as ~~of September 30, 2017 and December 31, 2016 are disclosed~~“MountainWest”), which resulted in the following table. 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. These are categorized as Level 1 due to Southwest’s ability to access similar debt arrangements at measurement dates with comparable terms, including variable/market rates. The fair values of Southwest’s debentures, senior notes, and fixed-rate IDRBs were determined utilizing a market-based valuation approach, where fair values are determined based on evaluated


~~SOUTHWEST GAS HOLDINGS, INC.~~		~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~		~~September 30, 2017~~

pricing data, such as broker quotes and yields 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 fair 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. Because 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.

   September 30, 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    $ 130,325    $ 125,000    $ 129,703
Notes, 6.1%, due 2041
   125,000    154,434    125,000    149,734
Notes, 3.875%, due 2022
   250,000    258,943    250,000    254,900
Notes, 4.875%, due 2043
   250,000    275,168    250,000    266,793
Notes, 3.8%, due 2046
   300,000    292,578    300,000    283,029
8% Series, due 2026
   75,000    97,218    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    29,174    25,000    29,290
Medium-term notes, 7.92% series, due 2027
   25,000    31,964    25,000    31,905
Medium-term notes, 6.76% series, due 2027
   7,500    8,920    7,500    8,769
Unamortized discount and debt issuance costs
   (9,498 )       (9,931 )





   1,173,002       1,197,569





Revolving credit facility and commercial paper
   150,000    150,000    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
   (2,212 )       (2,489 )





   197,788       197,511





Less: current maturities
   —         (25,000 )





Long-term debt, less current maturities - Southwest Gas Corporation
   $ 1,520,790       $ 1,375,080





Centuri:

Centuri term loan facility
   $ 107,250    107,403    $ 106,700    106,819
Unamortized debt issuance costs
   (383 )       (516 )





   106,867       106,184
Centuri secured revolving credit facility
   81,250    81,402    41,185    41,292
Centuri other debt obligations
   51,527    51,978    52,635    52,840
Less: current maturities
   (28,453 )       (25,101 )





Long-term debt, less current maturities - Centuri
   $ 211,191       $ 174,903





Consolidated Southwest Gas Holdings, Inc.:

Southwest Gas Corporation long-term debt
   $ 1,520,790       $ 1,400,080
Centuri long-term debt
   239,644       200,004
Less: current maturities
   (28,453 )       (50,101 )





Long-term debt, less current maturities - Southwest Gas Holdings, Inc.
   $ 1,731,981       $ 1,549,983


~~SOUTHWEST GAS HOLDINGS, INC.~~		~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~		~~September 30, 2017~~

In March 2017, Southwest amended its credit facility, increasing the borrowing capacity from $300 million to $400 million. Also, the facility was previously scheduled to expire in March 2021 and was extended to March 2022. Southwest continues to designate $150 million of capacity related to the facility as long-term debt and with the total capacity now available, has designated the remaining $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 Southwest’s senior unsecured debt rating. At September 30, 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 September 30, 2017, $150 million was outstanding on the long-term portion and $83 million was outstanding on the short-term portion of this credit facility (See~~Note 7 – Short-Term Debt~~).

At September 30, 2017, Centuri has a $300 million secured revolving credit and term loan facility that is scheduled to expire in October 2019. This facility includes a revolving credit facility and a term loan facility. The term loan facility portion had an initial limit of approximately $150 million, which was reached in 2014 and had $107 million outstanding (after repayments) at September 30, 2017. The $300 million revolving credit and term loan facility is secured by substantially all of Centuri’s assets except those explicitly excluded under the terms of the agreement (including owned real estate and certain certificated vehicles). Centuri assets securing the facility at September 30, 2017 totaled $526 million. At September 30, 2017, $189 million in borrowings were outstanding under the Centuri facility.

~~Note 7 – Short-Term Debt~~

In March 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. Interest rates for this facility are calculated at either the LIBOR or the “alternate base rate,” plus in each case an applicable margin that is determined based on the Company’s senior unsecured debt rating. The applicable margin ranges from 0.75% to 1.50% for loans bearing interest with reference to LIBOR and 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 0.200% per annum. At September 30, 2017, $27.5 million was outstanding under this facility.

~~As discussed in~~~~Note 6 – Long-Term Debt~~, Southwest has a $400 million credit facility that is scheduled to expire in March 2022, of which $250 million has been designated by management for working capital purposes. Southwest had $83 million in short-term borrowings outstanding at September 30, 2017 under this facility.


~~SOUTHWEST GAS HOLDINGS, INC.~~		~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~		~~September 30, 2017~~

~~Note 8 – 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 nine months ended September 30, 2017.

Southwest Gas Holdings, Inc. Equity
Accumulated Redeemable
Additional Other Non- Noncontrolling
Common Stock Paid-in Comprehensive Retained controlling Interest
(In thousands, except per share amounts)
Shares Amount Capital Income (Loss) Earnings Interest Total (Temporary
Equity)
DECEMBER 31, 2016
47,482 $ 49,112 $ 903,123 $ (48,008 ) $ 759,263 $ (2,217 ) $ 1,661,273 $ 22,590
Common stock issuances
250 250 21,090 21,340
Net income (loss)
97,376 (78 ) 97,298 248
Redemption value adjustments
(355 ) (355 ) 355
Foreign currency exchange translation adj.
1,850 1,850 11
Redemption of Centuri shares from noncontrolling parties
(23,000 )
Other comprehensive income (loss):

Net actuarial gain (loss) arising during period, less amortization of unamortized benefit plan cost, net of tax
1,786 1,786
Amounts reclassified to net income, net of tax (FSIRS)
1,554 1,554
Centuri dividend to redeemable noncontrolling interest
(204 )
Dividends declared

Common: $1.485 per share
(71,350 ) (71,350 )

SEPTEMBER 30, 2017
47,732 $ 49,362 $ 924,213 $ (42,818 ) $ 784,934 $ (2,295 ) $ 1,713,396 $ —

The table below provides details of activity in equity for Southwest Gas Corporation during the nine months ended September 30, 2017. Effective in January 2017, Southwest became a 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
            82,436 82,436
Other comprehensive income (loss):

Net actuarial gain (loss) arising during period, less amortization of unamortized benefit plan cost, net of tax
            1,786 1,786
Amounts reclassified to net income, net of tax (FSIRS)
            1,554 1,554
Distribution to Southwest Gas Holdings, Inc. investment in discontinued operations
            (182,773 ) (182,773 )
Stock-based compensation (a)
         8,576    (587 ) 7,989
Dividends declared to Southwest Gas Holdings, Inc.
            (60,130 ) (60,130 )
Contributions from Southwest Gas Holdings, Inc.
         11,659    11,659








SEPTEMBER 30, 2017
   47,482    $ 49,112    $ 917,581    $ (42,299 ) $ 606,007 $ 1,530,401

~~(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


~~SOUTHWEST GAS HOLDINGS, INC.~~		~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~		~~September 30, 2017~~

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 impacts, within the Condensed Consolidated Statements of Comprehensive Income, which also impact Accumulated Other Comprehensive Income in the 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.~~

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

~~(Thousands of dollars)~~

   Three Months Ended
September 30, 2017 Three Months Ended
September 30, 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
   $ 333 $ (126 ) $ 207 $ 333 $ (126 ) $ 207
Amortization of net actuarial (gain)/loss
   6,362 (2,418 ) 3,944 6,767 (2,571 ) 4,196
Regulatory adjustment
   (5,734 ) 2,179 (3,555 ) (6,122 ) 2,326 (3,796 )


Pension plans other comprehensive income (loss)
   961 (365 ) 596 978 (371 ) 607
FSIRS (designated hedging activities):

Amounts reclassifed into net income
   835 (317 ) 518 835 (317 ) 518


FSIRS other comprehensive income
   835 (317 ) 518 835 (317 ) 518


Total other comprehensive income (loss) - Southwest Gas Corporation
   1,796 (682 ) 1,114 1,813 (688 ) 1,125


Foreign currency translation adjustments:

Translation adjustments
   1,012 —   1,012 (238 ) —   (238 )


Foreign currency other comprehensive income (loss)
   1,012 —   1,012 (238 ) —   (238 )


Total other comprehensive income (loss) - Southwest Gas Holdings, Inc.
   $ 2,808 $ (682 ) $ 2,126 $ 1,575 $ (688 ) $ 887


   Nine Months Ended
September 30, 2017 Nine Months Ended
September 30, 2017
   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
   $ 1,001 $ (380 ) $ 621 $ 1,001 $ (380 ) $ 621
Amortization of net actuarial (gain)/loss
   19,084 (7,252 ) 11,832 20,300 (7,714 ) 12,586
Regulatory adjustment
   (17,204 ) 6,537 (10,667 ) (18,368 ) 6,980 (11,388 )


Pension plans other comprehensive income (loss)
   2,881 (1,095 ) 1,786 2,933 (1,114 ) 1,819
FSIRS (designated hedging activities):

Amounts reclassifed into net income
   2,507 (953 ) 1,554 2,508 (952 ) 1,556


FSIRS other comprehensive income
   2,507 (953 ) 1,554 2,508 (952 ) 1,556


Total other comprehensive income (loss)—Southwest Gas Corporation
   5,388 (2,048 ) 3,340 5,441 (2,066 ) 3,375


Foreign currency translation adjustments:

Translation adjustments
   1,861 —   1,861 614 —   614


Foreign currency other comprehensive income (loss)
   1,861 —   1,861 614 —   614


Total other comprehensive income (loss)
   $ 7,249 $ (2,048 ) $ 5,201 $ 6,055 $ (2,066 ) $ 3,989


~~SOUTHWEST GAS HOLDINGS, INC.~~		~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~		~~September 30, 2017~~

   Twelve Months Ended
September 30, 2017 Twelve Months Ended
September 30, 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:

Net actuarial gain/(loss)
   $ (22,770 ) $ 8,652 $ (14,118 ) $ (30,519 ) $ 11,597 $ (18,922 )
Amortization of prior service cost
   1,335 (507 ) 828 1,335 (507 ) 828
Amortization of net actuarial (gain)/loss
   25,850 (9,823 ) 16,027 28,895 (10,980 ) 17,915
Regulatory adjustment
   (4,420 ) 1,679 (2,741 ) (653 ) 249 (404 )


Pension plans other comprehensive income (loss)
   (5 ) 1 (4 ) (942 ) 359 (583 )
FSIRS (designated hedging activities):

Amounts reclassifed into net income
   3,344 (1,271 ) 2,073 3,344 (1,271 ) 2,073


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


Total other comprehensive income (loss)—Southwest Gas Corporation
   3,339 (1,270 ) 2,069 2,402 (912 ) 1,490


Foreign currency translation adjustments:

Translation adjustments
   1,408 —   1,408 233 —   233


Foreign currency other comprehensive income (loss)
   1,408 —   1,408 233 —   233


Total other comprehensive income (loss)—Southwest Gas Holdings, Inc.
   $ 4,747 $ (1,270 ) $ 3,477 $ 2,635 $ (912 ) $ 1,723

~~(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 September 30, 2017, will be reclassified into interest expense within the next 12 months as the related interest payments on long-term debt occur.

~~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
   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, 2016
   $ (57,613 ) $ 21,893 $ (35,720 ) $ (15,999 ) $ 6,080 $ (9,919 ) $ (2,369 ) $ —      $ (2,369 ) $ (48,008 )




Translation adjustments
   —   —   —   —   —   —   1,861 —      1,861 1,861




Other comprehensive income before reclassifications
   —   —   —   —   —   —   1,861 —      1,861 1,861
FSIRS amounts reclassified from AOCI (1)
   —   —   —   2,507 (953 ) 1,554 —   —      —   1,554
Amortization of prior service cost (2)
   1,001 (380 ) 621 —   —   —�� —   —      —   621
Amortization of net actuarial loss (2)
   19,084 (7,252 ) 11,832 —   —   —   —   —      —   11,832
Regulatory adjustment (3)
   (17,204 ) 6,537 (10,667 ) —   —   —   —   —      —   (10,667 )




Net current period other comprehensive income (loss)
   2,881 (1,095 ) 1,786 2,507 (953 ) 1,554 1,861 —      1,861 5,201
Less: Translation adjustment attributable to redeemable noncontrolling interest
   —   —   —   —   —   —   11 —      11 11




Net current period other comprehensive income (loss) attributable to Southwest Gas Holdings, Inc.
   2,881 (1,095 ) 1,786 2,507 (953 ) 1,554 1,850 —      1,850 5,190




Ending Balance AOCI September 30, 2017
   $ (54,732 ) $ 20,798 $ (33,934 ) $ (13,492 ) $ 5,127 $ (8,365 ) $ (519 ) $ —      $ (519 ) $ (42,818 )

~~(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 (see~~~~Note 2 – Components of Net Periodic Benefit Cost~~~~for 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.~~


~~SOUTHWEST GAS HOLDINGS, INC.~~		~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~		~~September 30, 2017~~

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

~~AOCI—Rollforward~~

~~(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)
   —   —   —   2,507 (953 ) 1,554 1,554
Amortization of prior service cost (6)
   1,001 (380 ) 621 —   —   —   621
Amortization of net actuarial loss (6)
   19,084 (7,252 ) 11,832 —   —   —   11,832
Regulatory adjustment (7)
   (17,204 ) 6,537 (10,667 ) —   —   —   (10,667 )


Net current period other comprehensive income (loss) attributable to Southwest Gas Corporation
   2,881 (1,095 ) 1,786 2,507 (953 ) 1,554 3,340


Ending Balance AOCI September 30, 2017
   $ (54,732 ) $ 20,798 $ (33,934 ) $ (13,492 ) $ 5,127 $ (8,365 ) $ (42,299 )

~~(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 (see~~~~Note 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 tables above), that have not yet been recognized in net periodic benefit cost:~~

~~Amounts Recognized in AOCI (Before Tax)~~

~~(Thousands of dollars)~~

   September 30, 2017    December 31, 2016
Net actuarial (loss) gain
   $ (411,889 )    $ (430,973 )
Prior service cost
   (4,702 )    (5,703 )
Less: amount recognized in regulatory assets
   361,859    379,063




Recognized in AOCI
   $ (54,732 )    $ (57,613 )

~~Note 9 – 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 retained a 3.4% equity interest in Centuri, which, subject to an eligibility timeline, would have been redeemable at the election of the noncontrolling parties (in its entirety) beginning in July 2022. In August 2017, in advance of when otherwise eligible, the parties agreed to a current redemption. Southwest Gas Holdings, Inc. paid $23 million to the previous owners, thereby acquiring the remaining 3.4% equity interest in Centuri in accordance with an early redemption agreement. Accordingly, Centuri is nowMountainWest becoming a wholly owned subsidiary of the Company.

See the Company’s 2021 Form 10-K for additional information about this acquisition.

Assets acquired and liabilities assumed in the transaction were recorded at their acquisition date fair values. Transaction costs associated with the acquisition were expensed as incurred. The majority of the operations acquired are subject to FERC rate-regulation and therefore are accounted for pursuant to ASC 980, Regulated Operations. The fair values of MountainWest’s


~~SOUTHWEST GAS HOLDINGS, INC.~~		~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~		~~September 30, 2017~~

~~The following depicts changes to the balance of the redeemable noncontrolling interest between the indicated periods.~~

   Redeemable
Noncontrolling
Interest
(Thousands of dollars):
Balance, December 31, 2016
   $ 22,590
Net income attributable to redeemable noncontrolling interest
   248
Foreign currency exchange translation adjustment
   11
Centuri dividend to redeemable noncontrolling interest
   (204 )
Adjustment to redemption value
   355
Redemption of Centuri shares from noncontrolling parties
   (23,000 )


Balance, September 30, 2017
   $ —

~~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.

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)~~			31			~~December 31, 2016~~


~~Assets:~~
~~Other property and investments~~ SOUTHWEST GAS HOLDINGS, INC.		$	~~233,774~~	Form 10-Q
~~Cash and cash equivalents~~ SOUTHWEST GAS CORPORATION			~~9,042~~	June 30, 2022
~~Accounts receivable, net of allowances~~	~~173,300~~
~~Prepaids and other current assets~~	~~10,470~~
~~Goodwill~~	~~129,888~~
~~Other noncurrent assets~~	~~22,897~~

assets and liabilities, subject to rate making and cost recovery provisions, provide revenues derived from costs of service, including a return on investment of assets and liabilities included in rate base. Accordingly, the carrying values of such assets and liabilities were deemed to approximate their fair values. The fair value of the MountainWest assets and liabilities assumed that are not subject to the rate-regulation provisions discussed above include a 50% equity method investment, non-regulated property, plant and equipment, and long-term debt assumed; related fair values were determined using a market approach, income approach, or cost approach, as appropriate. Amounts related to post-closing payments and deferred taxes were estimated as of the acquisition date and adjusted when determined during the period ended June 30, 2022. No other measurement period adjustments occurred during the period. However, the final purchase accounting has not yet been completed and further refinements may occur, including finalization of income tax-related amounts.

The preliminary estimated fair values of assets acquired and liabilities assumed as of December 31, 2021, and as updated through June 30, 2022, are as follows:


(Millions of dollars)	Acquisition Date		Measurement Period Adjustments		Revised Acquisition Date
Gas plant, net	$	1,047.4	$	—	$	1,047.4
Other property and investments	51.3		—		51.3
Cash and cash equivalents	17.6		—		17.6
Accounts receivable, net of allowances	26.6		2.9		29.5
Prepaid and other current assets	27.4		—		27.4
Deferred charges and other assets	31.1		—		31.1
Goodwill	986.2		(28.2)		958.0
Deferred income taxes, net	15.4		20.9		36.3
Total assets acquired	2,203.0		(4.4)		2,198.6

Long-term debt	449.7		—		449.7
Accounts payable	7.0		—		7.0
Deferred purchased gas costs	5.7		—		5.7
Customer deposits	3.2		—		3.2
Accrued general taxes	0.4		—		0.4
Accrued interest	4.7		—		4.7
Other current liabilities	14.5		—		14.5
Accumulated removal costs	56.6		—		56.6
Other deferred credits	85.6		—		85.6
Total liabilities assumed	627.4		—		627.4
Net assets acquired	$	1,575.6	$	(4.4)	$	1,571.2

The Company incurred and expensed acquisition costs of $18.5 million for the twelve months ended June 30, 2022, which are included in Operations and maintenance expense on the Company’s Condensed Consolidated Statement of Income. No acquisition-related costs were incurred during the six months ended June 30, 2022 and no impacts to earnings resulted from the measurement-period adjustments reflected above. The Company has a transition services agreement with the sellers for a period of up to twelve months from the acquisition date of December 31, 2021, to continue certain corporate and administrative functions for the entities acquired while MountainWest is established as an independent enterprise.


~~Discontinued operations - construction services - assets~~	$	~~579,371~~

~~Liabilities:~~
~~Current maturities of long-term debt~~		32	$	~~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~~


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~September~~June 30, ~~2017~~2022

~~The following table presents the components of the Discontinued operations – construction servicesnon-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 servicesnon-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:

~~Results of Construction Services~~

   Three    Nine    Twelve    Twelve
   Months Ended    Months Ended    Months Ended    Months Ended
(Thousands of dollars)    September 30, 2016    September 30, 2016    September 30, 2017    September 30, 2016
Construction revenues
   $ 339,790    $ 838,038    $ 301,040    $ 1,127,982
Operating expenses:

Construction expenses
   300,611    757,919    266,504    1,009,188
Depreciation and amortization
   13,409    43,351    12,318    58,368








Operating income
   25,770    36,768    22,218    60,426
Other income (deductions)
   44    44    1,149    1,246
Net interest deductions
   1,794    4,945    1,718    6,738








Income before income taxes
   24,020    31,867    21,649    54,934
Income tax expense
   8,708    12,042    7,842    20,711








Net income
   15,312    19,825    13,807    34,223
Net income attributable to noncontrolling interests
   435    500    514    1,079








Discontinued operations - construction services - net income
   $ 14,877    $ 19,325    $ 13,293    $ 33,144


~~SOUTHWEST GAS HOLDINGS, INC.~~		~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~		~~September 30, 2017~~

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

Southwest Gas Holdings, Inc. is a holding company that owns all of the shares of common stock of Southwest Gas Corporation (“Southwest” or the “natural gas ~~operations”~~distribution” segment) ~~and prior to August 2017, 96.6%~~, all of the shares of common stock of Centuri ~~Construction~~ Group, Inc. (“~~Centuri”~~Centuri,” or the ~~“construction~~“utility infrastructure services” segment)~~. During August 2017, Southwest Gas Holdings, Inc. acquired the remaining 3.4% equity interest in Centuri that was held by the previous owners (and reflected~~, as ~~a redeemable noncontrolling interest). Therefore, Centuri is now a wholly owned subsidiary of Southwest Gas Holdings, Inc. Also,~~well as ~~part~~all of the ~~holding company reorganization effective January 2017, Centuri~~common stock of the newly formed MountainWest Pipelines Holding Company (“MountainWest,” or the “pipeline and ~~Southwest are now subsidiaries of Southwest Gas Holdings, Inc.; whereas historically, Centuri had been a direct subsidiary of Southwest.~~storage” segment). Southwest Gas Holdings, Inc. and its subsidiaries are collectively referred to as the “Company.”

The Company completed the acquisition of Dominion Energy Questar Pipeline, LLC (“Questar Pipelines”) and related entities in December 2021. Following the acquisition, the Company formed MountainWest, which owns all of the membership interests of Questar Pipelines. In April 2022, the Company completed a general rebranding of the Questar Pipelines entities under the MountainWest name. The acquired operations further diversify the Company’s business including an essential Rocky Mountain energy hub with over 2,000 miles of highly contracted, FERC-regulated interstate natural gas pipelines providing transportation and underground storage services in Utah, Wyoming, and Colorado.

In October 2021, our Board of Directors (the ~~“Company”~~“Board”) ~~have two~~authorized and declared a dividend of one preferred stock purchase right for each share of common stock outstanding to stockholders of record at the close of business ~~segments (natural gas operations~~on October 21, 2021, in accordance with the terms and ~~construction services)~~conditions set forth in the Rights Agreement.

In March 2022, the Company announced that the Board had determined to separate Centuri from the Company and authorized management to complete the separation within nine to twelve months from the date of such announcement. In April 2022, as a result of interest in the Company well in excess of a tender offer to other of our stockholders by an activist stockholder (affiliates of Carl C. Icahn), the Board authorized the review of a full range of strategic alternatives intended to maximize stockholder value. As part of this process, a strategic transactions committee of the Board, consisting entirely of independent directors, would evaluate a sale of the Company, as well as a range of alternatives, including, but not limited to, a separate sale of its business units and/or pursuing the spin-off of Centuri (collectively, the “Strategic Review”). On August 3, 2022, the Company announced that the Board had unanimously determined that the best path forward to maximize value for all stockholders is to (i) focus on the strategic plan and conclude the strategic review process for Southwest Gas Holdings, Inc. and Southwest Gas Corporation; (ii) continue to review strategic alternatives for MountainWest; and (iii) continue to review strategic alternatives for Centuri, including a sale or spin-off of Centuri. There can be no assurances that the strategic alternatives considered will be executed or maximize value as intended. See “Item 1A - Risk Factors” included elsewhere in this Quarterly Report on Form 10-Q.

As described in Note 1 – Background, Organization, and Summary of Significant Accounting Policies, on May 6, 2022, the Company entered into a Cooperation Agreement (“Cooperation Agreement”) with Carl C. Icahn and the persons and entities named therein (the “Icahn Group”). In accordance with the Cooperation Agreement, among other things, (i) Karen S. Haller has replaced John C. Hester as the Company’s President and Chief Executive Officer, (ii) the Icahn Group received the right to designate three directors to the Company’s Board, subject to certain ongoing ownership conditions, (iii) the Icahn Group agreed to consummate its previously announced tender offer for any and all shares of the Company’s common stock, which ~~are discussed below.~~

occurred on May 20, 2022, and (iv) the Icahn Group caused its affiliates to file a stipulation of dismissal with prejudice dismissing the action filed by them on November 29, 2021, which was entered by the Delaware Court of Chancery on May 9, 2022. See Note 1 – Background, Organization, and Summary of Significant Accounting Policies for more information. Separately, Justin L. Brown was appointed President of Southwest, while Ms. Haller assumed the role of Southwest’s Chief Executive Officer following the retirement of Mr. Hester from the same position.

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~~Nevada, 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~~California. Additionally, through its subsidiaries, Southwest operates two regulated interstate pipelines serving portions of the ~~Lake Tahoe area~~northern territories of Nevada and ~~the high desert and mountain areas in San Bernardino County.~~

California.

As of ~~September~~June 30, ~~2017 (on a seasonally adjusted basis),~~2022, Southwest had ~~1,999,000~~2,174,000 residential, commercial, industrial, and other natural gas customers, of which ~~1,065,000~~1,162,000 customers were located in Arizona, ~~741,000~~808,000 in Nevada, and ~~193,000~~204,000 in California. ~~Residential~~In January 2022, approximately 5,300 customers became part of Southwest’s gas distribution operations that were formerly served by Graham County Utilities (“GCU”). Over the past twelve months, first-time meter sets were approximately 39,000, compared to 37,000 for the twelve months ended June 2021. Residential and small commercial customers represented over 99% of ~~the~~the total customer base. During the twelve months ended ~~September~~June 30, ~~2017,~~2022, 54% of operating margin (Regulated operations revenues less the net cost of gas sold) was earned in Arizona, ~~35%~~34% in Nevada, and ~~11%~~12% 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%4% from other sales customers, and ~~12% from~~11% from transportation customers. These ~~general~~ patterns are expected to remain materially consistent for the ~~foreseeable~~foreseeable future.


			33


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						June 30, 2022

Southwest recognizes operating revenues from the distribution and transportation of natural gas (and related services) to customers. Operating margin is a financial measure defined by management as ~~gas operating~~Regulated operations revenues less the net cost of gas sold. However, operating margin is not specifically defined in accounting principles generally accepted in the United States (“U.S. GAAP”). Thus, operating margin is considered anon-GAAP measure. Management uses this financial measure because ~~natural gas operating~~Regulated operations revenues include the net cost of gas sold, which is a tracked cost that is passed through to customers without markup under purchased gas adjustment (“PGA”) mechanisms. Fluctuations in the net cost of gas sold impact revenues on adollar-for-dollar basis, but do not impact operating margin or operating income. Therefore, management believes operating margin provides investors and other interested parties with useful and relevant information to analyze Southwest’s financial performance in a rate-regulated environment. The principal factors affecting changes in operating margin are general rate relief (including impacts of infrastructure trackers) and customer growth.

Commission decisions on the amount and timing of such relief may impact our earnings. Refer to the Summary Operating Results table below for a reconciliation of gross margin to operating margin, and refer to Rates and Regulatory Proceedings in this Management’s Discussion and Analysis, for details of various rate proceedings.

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 unusual weather variability and conservation on operating margin, allowing Southwest to pursue energy efficiency initiatives.

Centuri is a ~~comprehensive construction~~strategic infrastructure services ~~enterprise dedicated~~company that partners with regulated utilities to ~~meeting~~build and maintain the ~~growing demands~~energy network that powers millions of ~~North American~~homes and businesses across the United States (“U.S.”) and Canada. With an unwavering commitment to serve as long-term partners to customers and communities, Centuri’s employees enable regulated utilities ~~energy~~to safely and ~~industrial markets. Centuri derives revenue from installation, replacement, repair,~~reliably deliver natural gas and ~~maintenance of energy distribution systems, and developing industrial construction solutions.~~electricity, as well as achieve their goals for environmental sustainability. Centuri operates in ~~24 major markets~~70 primary locations across 45 states and provinces in the ~~United States (primarily~~U.S. and Canada. Centuri operates in the U.S., primarily as ~~NPL)~~NPL, Neuco, Linetec, and Riggs Distler, and in ~~3 major markets in~~ Canada, ~~(as~~primarily as NPL ~~Canada (formerly Link-Line Contractors Ltd.), and W.S. Nicholls).~~

~~Construction~~Canada.

Utility infrastructure services 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, pipe~~infrastructure replacement programs of utilities, weather, and local and federal regulation (including tax rates and incentives). ~~During the past few years, utilities~~


~~SOUTHWEST GAS HOLDINGS, INC.~~		~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~		~~September 30, 2017~~

~~have implemented~~Utilities continue to implement or ~~modified pipeline~~modify system 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~~utility system replacement projects throughout the U.S. Generally, Centuri 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 cases of severe weather, such as following a regional storm, Centuri may be engaged to perform restoration activities related to above-ground utility infrastructure, and related results impacts are not solely within the control of management. In addition, 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.

MountainWest is an interstate natural gas transmission pipeline company that provides transportation and underground storage services to customers in Utah, Wyoming, and Colorado. A substantial portion of its revenue results from reservation charges, but variable rates are also included as part of its primarily rate-regulated rate structures.

While the novel coronavirus (“COVID-19”) pandemic has been ongoing since the first quarter of 2020, to date, there has not been a significant disruption in the Company’s supply chains, transportation network, or ability to serve customers. See Item 1A “Risk Factors - Operational Risks” in this Quarterly Report on Form 10-Q. The extent to which COVID-19 may adversely impact the Company’s business depends on future developments; however, management does not currently expect impacts to be material to the Company’s liquidity or financial position overall.

All of our businesses may be impacted by economic conditions that impact businesses generally, such as inflationary impacts on goods and services consumed in the business, labor markets and costs (including in regard to contracted or professional services), and the availability of those resources.

This Management’s Discussion and Analysis (“MD&A”) of Financial Condition and Results of Operations should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q and the audited financial statements and notes thereto, as well as MD&A, included in the ~~2016~~2021 Annual Report to ~~Shareholders,~~Stockholders, which is incorporated by reference into the ~~2016~~2021 Form10-K.


			34


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						June 30, 2022

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~~and Southwest’s operations and are covered in greater detail in later sections of ~~management’s discussion~~MD&A.

Summary Operating Results

Period Ended June 30,
Three Months Six Months Twelve Months
(In thousands, except per share amounts) 2022 2021 2022 2021 2022 2021
Contribution to net income
Natural gas distribution $ (2,266) $ 11,413 $ 109,529 $ 130,128 $ 166,536 $ 193,705
Utility infrastructure services 4,741 15,116 (18,745) 14,257 7,418 73,056
Pipeline and storage 15,076 — 32,006 — 32,006 —
Corporate and administrative (24,126) (1,410) (33,187) (1,973) (57,990) (2,532)
Net income (loss) $ (6,575) $ 25,119 $ 89,603 $ 142,412 $ 147,970 $ 264,229
Weighted average common shares 67,045 58,607 63,909 58,106 62,022 57,348
Basic earnings (loss) per share
Consolidated $ (0.10) $ 0.43 $ 1.40 $ 2.45 $ 2.39 $ 4.61
Natural Gas Distribution
Reconciliation of Gross Margin to Operating Margin (Non-GAAP measure)
Utility Gross Margin $ 99,637 $ 96,353 $ 333,519 $ 329,509 $ 574,335 $ 560,572
Plus:
Operations and maintenance (excluding Admin. & General) expense 75,721 62,316 149,143 126,373 289,930 248,719
Depreciation and amortization expense 55,930 57,631 128,044 126,329 255,113 243,701
Operating margin $ 231,288 $ 216,300 $ 610,706 $ 582,211 $ 1,119,378 $ 1,052,992

2nd Quarter 2022 Overview

Southwest Gas Holdings highlights include the following:

•The Board continues to advance strategic alternatives for MountainWest and ~~analysis.~~ ~~As reflected~~Centuri

•Corporate and administrative expenses include impact of interest on remaining $1.2 billion term loan, and shareholder activism/settlement and Strategic Review costs collectively totaling $22 million

Natural gas distribution highlights include the following:

•39,000 first-time meters sets occurred over the past 12 months

•Operating margin increased $15 million in the ~~table below,~~second quarter of 2022 compared to the ~~natural gas operations segment accounted~~prior year quarter, including the benefit of new general rates in Nevada effective April 1, 2022

•$152 million capital investment during the quarter

•Operations and maintenance expense includes $15 million of transitory costs for legal-related claims, uncollectible accounts, customer support system stabilization, and pipeline integrity management

•COLI results declined $8.3 million compared to the prior-year quarter

Utility infrastructure services highlights include the following:

•Record revenues of $706 million in the second quarter of 2022, an ~~average~~increase of ~~81%~~$177 million, or 34%, compared to the second quarter of~~twelve-month-to-date~~ 2021

•Costs impacted by inflation, including higher fuel, subcontractor, and equipment rental costs

Pipeline and storage highlights include the following:

•Recognized revenue of $62 million in the second quarter of 2022

•Contributed $15 million to consolidated net income, ~~over the past two years. As such, management’s discussion~~net of $4.5 million of stand-up 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 September 30,
   Three Months Nine Months    Twelve Months
   2017 2016 2017 2016    2017 2016
   (In thousands, except per share amounts)
Contribution to net income

Natural gas operations
   $ (4,024 ) $ (12,405 ) $ 82,436 $ 67,536    $ 134,323 $ 119,836
Construction services
   14,335 14,877 15,717 19,325    29,010 33,144
Corporate and administrative
   (107 ) —   (777 ) —      (777 ) —




Net income
   $ 10,204 $ 2,472 $ 97,376 $ 86,861    $ 162,556 $ 152,980




Average number of common shares outstanding
   47,628 47,481 47,577 47,464    47,553 47,442




Basic earnings per share

Consolidated
   $ 0.21 $ 0.05 $ 2.05 $ 1.83    $ 3.42 $ 3.22




Natural Gas Operations

Gas operating revenues
   $ 213,059 $ 200,179 $ 935,823 $ 980,927    $ 1,276,308 $ 1,376,388
Net cost of gas sold
   45,539 39,056 261,839 324,072    334,888 460,836




Operating margin
   $ 167,520 $ 161,123 $ 673,984 $ 656,855    $ 941,420 $ 915,552

integration costs


~~SOUTHWEST GAS HOLDINGS, INC.~~		35	~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~	~~September 30, 2017~~

~~3rd Quarter 2017 Overview~~

~~Natural gas operations highlights:~~

~~Benefits of Arizona rate case reflected in quarterly operating results~~

~~32,000 net new customers in last 12 months (1.6% growth rate)~~

~~Depreciation and amortization expense declined $10 million compared to the prior-year quarter~~

~~Operating income increased $15.3 million compared to the prior-year quarter~~

~~Targeting $27 million of vintage steel pipe replacement in Arizona during 2017~~

~~Achieved 2 million natural gas utility customers in early November 2017~~

~~Construction services highlights:~~

~~Revenues increased $40.3 million compared to the prior-year quarter~~

~~Construction expenses increased $42 million compared to the prior-year quarter~~

~~Depreciation and amortization expense declined $1.1 million compared to the prior-year quarter~~

~~The Company acquired the residual 3.4% interest in Centuri in August 2017~~

~~Southwest Gas Holdings highlights:~~

~~Amended and restated bylaws to eliminate cumulative voting and enact majority voting~~


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~September~~June 30, ~~2017~~2022

Results of Natural Gas Distribution

Quarterly Analysis


	Three Months Ended June 30,
(Thousands of dollars)	2022		2021
Regulated operations revenues	$	377,942	$	292,796
Net cost of gas sold	146,654		76,496
Operating margin	231,288		216,300
Operations and maintenance expense	127,811		103,137
Depreciation and amortization	55,930		57,631
Taxes other than income taxes	20,098		19,338
Operating income	27,449		36,194
Other income (deductions)	(3,433)		(1,165)
Net interest deductions	28,633		24,175
Income before income taxes	(4,617)		10,854
Income tax benefit	(2,351)		(559)
Contribution to consolidated results	$	(2,266)	$	11,413

Contribution from natural gas distribution operations decreased $14 million between the second quarters of 2022 and 2021. The decline was primarily due to an increase in Operations

   Three Months Ended
September 30,
   2017    2016
   (Thousands of dollars)
Gas operating revenues
   $ 213,059    $ 200,179
Net cost of gas sold
   45,539    39,056




Operating margin
   167,520    161,123
Operations and maintenance expense
   102,215    102,438
Depreciation and amortization
   46,194    56,436
Taxes other than income taxes
   14,046    12,480




Operating income (loss)
   5,065    (10,231 )
Other income (deductions)
   3,081    2,521
Net interest deductions
   17,421    16,364




Income (loss) before income taxes
   (9,275 )    (24,074 )
Income tax expense (benefit)
   (5,251 )    (11,669 )




Contribution to consolidated net income (loss)
   $ (4,024 )    $ (12,405 )

and maintenance expense and Net interest deductions, partially offset by an increase in Operating margin.

Operating margin increased $6$15 million ~~between quarters. Rate relief in Arizona (effective April 2017) and California provided~~quarter over quarter. Approximately $4 million ~~in operating margin (see~~~~Rates and Regulatory Proceedings~~~~). Approximately $2 million in increased operating~~of incremental margin was attributable to customer growth, ~~as 32,000 net new customers were added~~including 39,000 first-time meter sets during the last twelve months.

Rate relief primarily in Nevada, and to a lesser extent in California, added $9 million of combined margin. Amounts collected from customers associated with previously unrecovered Vintage Steel Pipe (“VSP”) and Customer-Owned Yard Line (“COYL”) programs in Arizona ($6.4 million) also contributed to the improvement. Refer to Rates and Regulatory Proceedings later in this MD&A. Amounts attributable to recovery/return of other regulatory programs (which are also offset in Depreciation and amortization expense, thereby mitigating the impact to overall results) partially offset the other improvements in Operating margin. Other differences in miscellaneous revenue and margin from customers outside the decoupling mechanisms contributed to the remaining net variance between quarters.

Operations and maintenance expense ~~was relatively flat~~increased $24.7 million between quarters. In addition to general inflationary impacts, specific increases include transitory costs for temporary/contractor services for customer and technology support ($1.6 million), contractor costs for event-driven pipeline integrity, reliability and engineering services ($2.5 million), an increase in the reserve for customer accounts deemed uncollectible ($2.2 million), and higher legal claim-related costs ($8.2 million). Additionally, employee labor and related costs (including the service component of pension costs) increased $2.5 million between quarters. ~~Decreases in employee-related benefit costs~~The prior-year quarter expense levels included more ~~than offset increases in other general costs.~~

modest expense levels overall due to COVID environment reduced training, travel, and related amounts.

Depreciation and amortization ~~expense~~expense decreased ~~$10~~$1.7 million, or 3%, between quarters, primarily due to a decrease in amortization related to regulatory account recoveries of approximately $5.5 million between quarters, ~~primarily due to reduced depreciation rates~~which is also reflected in ~~Arizona,~~Operating margin above. Offsetting the decrease wasadditional expense as a result of ~~the recent Arizona general rate case decision. Partially offsetting the decline was increased depreciation associated with~~ a ~~$317~~$542 million, or 5%6%, increase in average gas plant in service ~~for the current quarter as~~ compared to the corresponding quarter a year ago. The increase in plant was attributable to pipeline capacity reinforcement work, franchise requirements, scheduled pipe replacement activities, and new infrastructure.

Other income decreased $2.3 million. The current quarter reflects a $5.2 million decline in COLI policy cash surrender values, while the prior-year quarter reflected a $3.1 million increase. These fluctuations primarily result from changes in the portion of the cash surrender values that are associated with equity securities, and are directionally consistent with the broader securities markets. This decrease was offset by non-service-related components of employee pension and other postretirement benefit costs, which decreased $3.3 million between quarters. Interest income increased $2 million between quarters due to the increased receivable position related to the Purchased Gas Adjustment mechanisms.

Net interest deductions increased $4.5 million in the second quarter of 2022, as compared to the prior-year quarter, primarily due to interest associated with the issuance of $300 million of Senior Notes issued in August 2021 and $600 million of Senior Notes in March 2022.


			36


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						June 30, 2022

Results of Natural Gas Operations

Six-Month Analysis


	Six Months Ended June 30,
(Thousands of dollars)	2022		2021
Gas operating revenues	$	1,054,481	$	814,728
Net cost of gas sold	443,775		232,517
Operating margin	610,706		582,211
Operations and maintenance expense	247,447		209,272
Depreciation and amortization	128,044		126,329
Taxes other than income taxes	41,750		40,025
Operating income	193,465		206,585
Other income (deductions)	(2,118)		(615)
Net interest deductions	55,243		46,341
Income before income taxes	136,104		159,629
Income tax expense	26,575		29,501
Contribution to consolidated results	$	109,529	$	130,128

Contribution from natural gas distribution operations to consolidated net income decreased$20.6 million between the first six months of 2022 and 2021. The decline was primarily due to increases in Operations and maintenance expense and Net interest deductions, partially offset by an increase in Operating margin.

Operating margin increased $28.5 million, including $11 million attributable to customer growth. Rate relief contributed an additional $10 million. Also contributing to the increase were customer late fees that were $3.4 million greater in the current period due to the lifting (in 2021) of a moratorium on such fees. The moratorium was previously in place beginning in March 2020 to provide temporary relief to customers during the COVID-19 pandemic. Amounts collected in the current period from customers associated with previously unrecovered VSP and COYL programs in Arizona totaled $11.7 million. Amounts related to the recovery/return associated with other regulatory programs partially offset these improvements; however, such amounts also reduced amortization expense. The residual difference in Operating margin relates to miscellaneous service revenue and customers that are not part of the decoupling mechanisms.

Operations and maintenance expense increased$38 million between periods primarily due to general inflationary impacts, including specific increases related to labor and related pension and benefit costs ($11.1 million), temporary/contractor services for customer and technology support ($2.9 million), contractor costs for pipeline integrity, reliability, and engineering ($3.1 million), an increase to the reserve for customer accounts deemed uncollectible ($2.1 million), higher legal claim-related costs ($8.2 million), as well as increases in other miscellaneous general expenses.

Depreciation and amortization expense increased $1.7 million, or 1%, between periods primarily due to a $552 million, or 7%, increase in average gas plant in service between periods, the impact of which was offset by reduced amounts ($6.2 million) associated with the return/recovery of regulatory account balances, compared to the first six months of 2021. The increase in plant was attributable to pipeline reinforcement work, franchise requirements, scheduled pipe replacement activities, and new infrastructure, as well as the implementation of the customer information system, which occurred in May 2021.

Taxes other than income taxes increased $1.7 million, or 4%, between periods primarily due to an increase in property taxes in Nevada and, to a lesser extent, in California.

Other income (deductions) decreased $1.5 million overall between periods. The current period reflects a $7.2 million decline in COLI policy cash surrender values, while the prior-year period reflected $5.8 million in income from the combined effects of an increase in COLI policy cash surrender values and recognized death benefits. Offsetting these impacts- were non-service cost components of employee pension and other postretirement benefits, which decreased $6.6 million between periods, and interest income, which increased $4 million between periods due to the increased receivable position of the PGA. Additionally, a gain of $1.5 million was recognized on the sale of non-regulated property in the first quarter of 2022.

Net interest deductions increased $8.9 million between periods, primarily due to higher interest associated with $300 million of Senior Notes issued in August 2021, $600 million of Senior Notes issued in March 2022, and the impacts of the variable rate $250 million March 2021 Term Loan.


			37


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						June 30, 2022

Results of Natural Gas Distribution

Twelve-Month Analysis


	Twelve Months Ended June 30,
(Thousands of dollars)	2022		2021
Regulated operations revenues	$	1,761,543	$	1,400,052
Net cost of gas sold	642,165		347,060
Operating margin	1,119,378		1,052,992
Operations and maintenance expense	476,725		413,246
Depreciation and amortization	255,113		243,701
Taxes other than income taxes	82,068		71,765
Operating income	305,472		324,280
Other income (deductions)	(6,062)		5,493
Net interest deductions	106,462		98,440
Income before income taxes	192,948		231,333
Income tax expense	26,412		37,628
Contribution to consolidated results	$	166,536	$	193,705

Contribution to consolidated net income from natural gas distribution operations decreased $27 million between the twelve-month periods ended June 2022 and 2021. The decline was due primarily to increases in Operations and maintenance expense, Depreciation and amortization, Taxes other than income taxes, and Net interest deductions, and a decrease in Other income (deductions), offset by an increase in Operating margin and a reduction to Income tax expense.

Operating margin increased $66 million between periods. Customer growth provided $16 million, and combined rate relief provided $38 million of incremental operating margin. Also contributing to the increase were customer late fees that were $6.7 milliongreater in the current period due to lifting the earlier moratorium on such fees in all jurisdictions. Approved VSP and COYL revenue in Arizona also contributed to the improvement between periods ($12 million). Offsetting these increases are amounts associated with the return/recovery of regulatory account balances ($4.5 million between periods), which is mitigated by a decrease in amortization expense (discussed below).

Operations and maintenance expense increased $63 million between periods. In addition to general inflationary impacts, specific increases include temporary/contractor services for customer and technology support services ($7.2 million), employee labor and related pension and benefit costs ($21.1 million), contractor costs for pipeline integrity, reliability, and engineering services ($4.5 million), an increase in the reserve for customer accounts deemed uncollectible ($2.4 million), higher legal claim-related costs ($13.9 million) (including legal reserves as described in Note 1 – Background, Organization, and Summary of Significant Accounting Policies), and other general expense increases overall. The prior year ~~ago.~~expense levels were uncharacteristically low due to COVID-period reduced training/travel and other cost savings.

Depreciation and amortization expense increased $11.4 million, or 5%, between periods primarily due to a $561 million, or 7%, increase in average gas plant in service since the corresponding period in the prior year, offset by a reduction in amortization of regulatory account balances, as discussed in regard to Operating margin above. The increase in gas plant was attributable to pipeline capacity reinforcement work, franchise requirements, scheduled ~~and accelerated~~ pipe replacement activities, and new ~~infrastructure.~~

infrastructure, as well as the implementation of a new customer information system placed into production in the second quarter of 2021.

Taxes other than income taxes increased $1.6 million between quarters primarily due to higher property taxes associated with net plant additions and increased property taxes in Arizona, including the impact of a property tax tracking mechanism enacted as part of the recently settled Arizona general rate case.

Other income increased $560,000 between quarters primarily due to an increase in the equity portion of the allowance for funds used during construction (“AFUDC”) associated with higher construction expenditures. The equity portion of AFUDC represents the cost of equity funds used to finance utility construction. The equity AFUDC improvement was partially offset by a decline between quarters in income from company-owned life insurance (“COLI”) policies. The current quarter reflects $2.1 million of income associated with COLI policy cash surrender value increases, while the prior-year quarter reflected $2.3 million of COLI-related income. COLI amounts in each quarter were greater than expected.

Net interest deductions increased $1.1 million between quarters, primarily due to the September 2016 issuance of $300 million of senior notes, partially offset by reductions associated with the redemption of debt ($24.9 million of 4.75% IDRBs in September 2016) and lower interest expense associated with PGA balances as compared to the prior-year quarter.


~~SOUTHWEST GAS HOLDINGS, INC.~~		~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~		~~September 30, 2017~~

~~Results of Natural Gas Operations~~

~~Nine-Month Analysis~~

   Nine Months Ended September 30,
   2017    2016
   (Thousands of dollars)
Gas operating revenues
   $ 935,823    $ 980,927
Net cost of gas sold
   261,839    324,072




Operating margin
   673,984    656,855
Operations and maintenance expense
   313,395    301,979
Depreciation and amortization
   153,643    174,413
Taxes other than income taxes
   43,325    39,480




Operating income
   163,621    140,983
Other income (deductions)
   8,744    6,712
Net interest deductions
   51,622    49,155




Income before income taxes
   120,743    98,540
Income tax expense
   38,307    31,004




Contribution to consolidated net income
   $ 82,436    $ 67,536

The contribution to consolidated net income from natural gas operations increased $14.9 million between the first nine months of 2017 and 2016. The improvement was primarily due to higher operating margin and lower depreciation expense, partially offset by an increase in operations and maintenance expenses.

~~Operating margin increased $17 million between the comparative nine-month periods. Rate relief in the Arizona and California jurisdictions provided $10 million in operating margin (see~~~~Rates and Regulatory Proceedings~~~~). The remaining $7 million increase was attributable to customer growth.~~

Operations and maintenance expense increased $11.4 million, or 4%, between periods due primarily to higher general cost increases. Approximately $5 million of the incremental costs recognized were associated with the amount and timing of employee incentive plan grants (including accelerated recognition for retirement eligible employees).

~~Depreciation and amortization expense decreased $20.8~~$10.3 million between periods primarily due to reduced depreciation rates in Arizona, a result of the recent Arizona general rate case decision. The depreciation decrease also included a decline of approximately $3.7 million in amortization related to the recovery of regulatory assets. Partially offsetting these declines was depreciation associated with a $325 million, or 5%, an increase in average gas plant in service for the current period as compared to the prior period. The increase in gas plant was attributable to pipeline capacity reinforcement work, franchise requirements, scheduled and accelerated pipe replacement activities, and new infrastructure.

~~Taxes other than income taxes increased $3.8 million between periods primarily due to higher property taxes associated with net plant additions and increased~~ property taxes in Arizona, ~~including the impact of the Arizona property tax tracking mechanism.~~

and to a lesser extent, in California and Nevada.

Other ~~income, which principally includes returns on COLI policies andnon-utility~~ ~~expenses, increased $2~~income decreased $11.6 million between periods. The current period reflects $6.8 million of income associated with COLI policy cash surrender value increases, while the prior-year period reflected $5.4 million of COLI-related income. COLI amounts in each period were greater than expected.

Net interest deductions increased $2.5 million between periods, primarily due to the September 2016 issuance of $300 million of senior notes, partially offset by reductions associated with debt redemptions ($100 million of 4.85% IDRBs in July 2016 and $24.9 million of 4.75% IDRBs in September 2016) and lower interest expense associated with PGA balances as compared to the prior-year period.


~~SOUTHWEST GAS HOLDINGS, INC.~~		~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~		~~September 30, 2017~~

~~Results of Natural Gas Operations~~

~~Twelve-Month Analysis~~

   Twelve Months Ended September 30,
   2017    2016
   (Thousands of dollars)
Gas operating revenues
   $ 1,276,308    $ 1,376,388
Net cost of gas sold
   334,888    460,836




Operating margin
   941,420    915,552
Operations and maintenance expense
   413,140    400,222
Depreciation and amortization
   212,693    228,609
Taxes other than income taxes
   56,221    51,810




Operating income
   259,366    234,911
Other income (deductions)
   10,308    9,615
Net interest deductions
   69,464    65,146




Income before income taxes
   200,210    179,380
Income tax expense
   65,887    59,544




Contribution to consolidated net income
   $ 134,323    $ 119,836

~~Contribution to consolidated net income from natural gas operations increased by $14.5 million between~~between the twelve-month periods of ~~2017~~2022 and ~~2016. The improvement was~~2021, primarily due to ~~higher operating margin and lower depreciation expense, partially offset by an increase in operations and maintenance expenses and interest expense.~~

~~Operating margin increased $26 million between periods including~~ a combined $13 million of rate relief in the Arizona and California jurisdictions, as well as Paiute Pipeline Company. Customer growth provided $9 million in operating margin, while operating margin associated with recoveries of regulatory assets, infrastructure replacement mechanisms, customers outside the decoupling mechanisms, and other miscellaneous revenues improved $4 million.

Operations and maintenance expense increased $12.9 million, or 3%, between periods primarily due to general cost increases, partially offset by lower pension expense. Approximately $5.6 million of the incremental costs recognized were associated with the amount and timing of employee incentive plan grants (including accelerated recognition for retirement-eligible employees). Pipeline integrity management and damage prevention programs collectively increased $500,000.

Depreciation and amortization expense decreased $15.9 million between periods primarily due to reduced depreciation rates in Arizona, a result of the recent Arizona general rate case decision. Partially offsetting thecurrent-period decline was depreciation associated with a $335 million, or 6%, increase in average gas plant in service for the current period as compared to the prior period. The increase in gas plant was attributable to pipeline capacity reinforcement work, franchise requirements, scheduled and accelerated pipe replacement activities, and new infrastructure.

Taxes other than income taxes increased $4.4 million between periods primarily due to higher property taxes associated primarily with net plant additions and increased property taxes in Arizona, including the impact of a property tax regulatory tracking mechanism resulting from the recent Arizona general rate case.

~~Other income increased $693,000 between the twelve-month periods of 2017 and 2016. The current period reflects an $8.8 million increase~~ in COLI policy cash surrender values ~~while~~of $4.2 million, compared to the ~~prior-year period~~twelve months ended June 30, 2021, which reflected ~~$7.5~~an increase in values of $18.5 million (including $3.5 million of net death benefits). Additionally, equity AFUDC was lower by $2.4 million, due to the impact short-term borrowings have on AFUDC rates. Offsetting these impacts were non-service cost components of ~~combined COLI-related~~employee pension and other postretirement benefit costs, which were $9.6 million lower between periods, and interest income, ~~and recognized death benefits. COLI amounts in each period were greater than expected.~~

which increased $5 million between periods. The gain on sale of non-regulated property, noted earlier, also impacted the variance between periods.

Net interest ~~deductions~~deductions increased ~~$4.3~~$8 million between periods primarily due to ~~the September 2016 issuance of~~increased interest associated with $300 million of ~~senior notes. The increase was partially offset by reductions associated with the redemption of debt ($100~~Senior Notes issued in August 2021 and, to a lesser extent, $600 million of ~~4.85% IDRBs~~Senior Notes issued in ~~July 2016~~March 2022.


			38


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						June 30, 2022

Income tax expense decreased $11.2 million between the twelve-month periods ended June 30, 2022 and ~~$24.9~~2021, primarily due to a reduction in pre-tax book income, additional amortization of excess accumulated deferred income taxes (“EADIT”) ($3.5 million), and to a lesser extent, changes in Arizona and California state apportionment percentages of $2.9 million. Income tax expense in both periods reflects that COLI results are recognized without tax consequences.

Results of Utility Infrastructure Services

Quarterly Analysis


	Three Months Ended June 30,
(Thousands of dollars)	2022		2021
Utility infrastructure services revenues	$	706,090	$	528,625
Operating expenses:
Utility infrastructure services expenses	646,193		478,640
Depreciation and amortization	38,863		25,217
Operating income	21,034		24,768
Other income (deductions)	(147)		(146)
Net interest deductions	12,598		1,632
Income before income taxes	8,289		22,990
Income tax expense	3,054		6,519
Net income	5,235		16,471
Net income attributable to noncontrolling interests	494		1,355
Contribution to consolidated results	$	4,741	$	15,116

Utility infrastructure services revenues increased $177.5 million in the second quarter of ~~4.75% IDRBs in September 2016) and lower interest expense associated with PGA balances as~~2022 when compared to the prior-year ~~period.~~


~~SOUTHWEST GAS HOLDINGS, INC.~~		~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~		~~September 30, 2017~~

~~Results~~quarter, including $150.4 million from Riggs Distler. Revenues from electric infrastructure services increased $82.1 million in the second quarter of ~~Construction Services~~

~~Quarterly Analysis~~

   Three Months Ended
September 30,
   2017    2016
   (Thousands of dollars)
Construction revenues
   $ 380,094    $ 339,790
Operating expenses:

Construction expenses
   342,629    300,611
Depreciation and amortization
   12,335    13,409




Operating income
   25,130    25,770
Other income (deductions)
   (210 )    44
Net interest deductions
   1,962    1,794




Income before income taxes
   22,958    24,020
Income tax expense
   8,407    8,708




Net income
   14,551    15,312
Net income attributable to noncontrolling interests
   216    435




Contribution to consolidated net income attributable to Centuri
   $ 14,335    $ 14,877

~~Contribution~~2022 when compared to ~~consolidated net income~~the prior-year quarter, of which $67.8 million was recorded by Riggs Distler. The current quarter increase also included approximately $72 million in gas infrastructure services revenues, including $17.7 million recorded by Riggs Distler, primarily from ~~construction services~~increased volumes under master service agreements. Certain ancillary revenue was lower in the current period, offsetting these impacts. Work mix and volume were negatively impacted during the second quarter ~~decreased by $542,000~~of 2022 due to certain customers’ supply chain challenges in procuring necessary materials and equipment.

Utility infrastructure services expenses increased $167.6 million in the second quarter of 2022 when compared to the prior-year quarter. The ~~decrease is~~overall increase includes $135 million incurred by Riggs Distler in 2022, and incremental costs related to the higher volume of infrastructure services provided. Changes in mix of work and inflation led to higher input costs including fuel and subcontractor expenses, as well as increased project related travel and equipment rental costs incurred by the electric infrastructure business. Fuel costs increased $10.9 million in the current quarter, including $2.6 million incurred by Riggs Distler. Increased project related travel expenses of $3.9 million were incurred during the period. Also included in total Utility infrastructure services expenses were general and administrative costs, which increased approximately $5.4 million between quarters, including $4 million of general and administrative costs incurred by Riggs Distler and $2.2 million of Strategic Review costs. Other administrative costs increased due to the continued growth in the business. Gains on sale of equipment in the second quarter of 2022 and 2021 (reflected as an offset to Utility infrastructure services expenses) were approximately $1.6 million and $2.5 million, respectively.

Depreciation and amortization expense increased $13.6 million between quarters, of which $13.1 million was recorded by Riggs Distler. The remaining increase was attributable to equipment purchased to support the growing volume of infrastructure work.

The increase in Net interest deductions of $11 million was primarily due to ~~higher construction costs relative to increased revenues, resulting from apre-tax~~ ~~loss on a project described below, partially offset by a decline~~incremental outstanding borrowings under Centuri’s $1.545 billion amended and restated secured revolving credit and term loan facility in ~~depreciation and amortization.~~

~~Revenues increased $40.3~~conjunction with the acquisition of Riggs Distler.

Income tax expense decreased $3.5 million ~~or 12%,~~ between quarters, primarily due to ~~an increase~~reduced profitability in ~~pipe replacement work with existing customers. A significant portion~~2022.


			39


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						June 30, 2022

Results of Utility Infrastructure Services

Six-Month Analysis


	Six Months Ended June 30,
(Thousands of dollars)	2022		2021
Utility infrastructure services revenues	$	1,229,967	$	892,600
Operating expenses:
Utility infrastructure services expenses	1,149,425		814,254
Depreciation and amortization	76,475		49,961
Operating income	4,067		28,385
Other income (deductions)	(633)		(248)
Net interest deductions	23,729		3,254
Income (loss) before income taxes	(20,295)		24,883
Income tax expense (benefit)	(3,116)		7,719
Net income (loss)	(17,179)		17,164
Net income attributable to noncontrolling interest	1,566		2,907
Contribution to consolidated results	$	(18,745)	$	14,257

Utility infrastructure services revenues increased $337.4 million in the first six months of 2022 when compared to the same period in the prior year, including $264.2 million recorded by Riggs Distler in 2022. Revenues from electric infrastructure services increased $170.1 million in 2022 when compared to the prior year, of which $135.3 million was recorded by Riggs Distler. Included in electric infrastructure services revenues overall during the first six months of 2022 was $19 million from emergency restoration services performed by Linetec and Riggs Distler following tornados and other storm damage to customers’ above-ground utility infrastructure in and around the Gulf Coast and eastern regions of the ~~increase relates~~U.S., compared to ~~bid jobs that are expected~~$12.2 million in the first six months of the prior year. Centuri’s revenues derived from storm-related services vary from period to ~~be substantially complete by year end.~~

~~Construction expenses increased $42 million, or 14%, between quarters~~period due to ~~additional pipe replacement work. Results~~the unpredictable nature of weather-related events, and when this type of work is performed, it typically generates a higher profit margin than core infrastructure services, due to improved operating efficiencies related to equipment utilization and absorption of fixed costs. The current year increase also included approximately $110.8 million in gas infrastructure services revenues, including $31.3 million recorded by Riggs Distler, primarily from increased volumes under master service agreements. Certain ancillary revenue was lower in the current period, offsetting these increases. Work mix and volume were negatively impacted during the first six months of 2022 due to certain customers’ supply chain challenges in procuring necessary materials and equipment.

Utility infrastructure services expenses increased $335.2 million in the first six months of 2022 when compared to the same period in the prior year. The overall increase includes $239.1 million incurred by Riggs Distler in 2022, and incremental costs related to the higher ~~construction~~volume of infrastructure services provided. Changes in mix of work and inflation led to higher input costs ~~for a water pipe replacement~~including fuel and subcontractor expenses. Within our electric infrastructure business, we incurred higher equipment rental and tooling costs in support of growth along with higher project ~~for~~related travel costs. Fuel costs increased $18.1 million in the current year, including $4.9 million incurred by Riggs Distler. Increased project related travel expenses of $5.9 million were incurred during the current period. Also included in total Utility infrastructure services expenses were general and administrative costs, which ~~Centuri has requested~~ increased ~~cost recovery. No additional work orders will be accepted on~~$12.5 million in 2022 compared to 2021, including $7.9 million of general and administrative costs incurred by Riggs Distler, as well as $2.2 million of Strategic Review costs. Other administrative costs increased due to the ~~project pending resolution of Centuri’s request.~~continued growth in the business. Gains on sale of equipment (reflected as an offset to ~~construction~~Utility infrastructure services expenses) were approximately ~~$25,000~~$2 million and ~~$1.4~~$4 million ~~for~~in the ~~third quarters of 2017~~six-month periods in 2022 and ~~2016,~~2021, respectively.

Depreciation and amortization ~~decreased $1.1~~expense increased $26.5 million between ~~quarters, primarily due~~periods, of which $25.4 million was recorded by Riggs Distler in 2022. The remaining increase was attributable to a $2 million reduction associated with the extension of the estimated useful lives of certain depreciable equipment during the past 12 months, partially offset by an increase in depreciation for additional equipment purchased to support the growing volume of ~~work being performed.~~

infrastructure work.

The increase in Net interest deductions of $20.5 million during the first six months of 2022was primarily due to incremental outstanding borrowings under Centuri’s $1.545 billion amended and restated secured revolving credit and term loan facility in conjunction with the acquisition of Riggs Distler.


			40


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~September~~June 30, ~~2017~~2022

Results of ~~Construction~~Utility Infrastructure Services

~~Nine-Month~~

Twelve-Month Analysis

   Nine Months Ended
September 30,
   2017    2016
   (Thousands of dollars)
Construction revenues
   $ 872,536    $ 838,038
Operating expenses:

Construction expenses
   806,586    757,919
Depreciation and amortization
   35,446    43,351




Operating income
   30,504    36,768
Other income (deductions)
   38    44
Net interest deductions
   5,095    4,945




Income before income taxes
   25,447    31,867
Income tax expense
   9,560    12,042




Net income
   15,887    19,825
Net income attributable to noncontrolling interests
   170    500




Contribution to consolidated net income attributable to Centuri
   $ 15,717    $ 19,325

~~Contribution~~


	Twelve Months Ended June 30,
(Thousands of dollars)	2022		2021
Utility infrastructure services revenues	$	2,496,028	$	2,012,582
Operating expenses:
Utility infrastructure services expenses	2,290,638		1,794,145
Depreciation and amortization	144,157		99,746
Operating income	61,233		118,691
Other income (deductions)	682		(300)
Net interest deductions	41,474		7,384
Income before income taxes	20,441		111,007
Income tax expense	7,941		30,762
Net income	12,500		80,245
Net income attributable to noncontrolling interests	5,082		7,189
Contribution to consolidated results	$	7,418	$	73,056

Utility infrastructure services revenues increased $483.4 million in the current twelve-month period compared to ~~consolidated net income~~the corresponding period of 2021, including $428.1 million recorded by Riggs Distler subsequent to its acquisition on August 27, 2021. Revenues from ~~construction~~electric infrastructure services ~~for the first nine months of 2017 declined by $3.6~~increased $259.5 million in 2022 when compared to the ~~prior-year period.~~ prior year, of which $243.3 million was recorded by Riggs Distler. Included in the incremental electric infrastructure revenues during the twelve-month period of 2022 was $72.1 million from emergency restoration services performed by Linetec and Riggs Distler, following hurricane, tornado, and other storm damage to customers’ above-ground utility infrastructure in and around the Gulf Coast and eastern regions of the U.S., as compared to $86.5 million in similar services during the twelve-month period in 2021. The ~~decrease is primarily due~~remaining increase in revenue was attributable to ~~higher construction costs relative to increased revenues,~~continued growth with existing gas infrastructure customers under master service and bid agreements, partially offset by ~~a decline in depreciation and amortization.~~

Revenues increased $34.5 million, or 4%, in the first nine months of 2017 when compared to the prior-year period primarily due to increased pipe replacement work. Partially offsetting increases in revenues was a temporaryreduced work ~~stoppage by~~with a significant customer ~~that began in~~during the ~~first quarter of 2017 and continued through part of the second quarter of 2017 resulting in a $26.3~~twelve-month period ending June 30, 2022 (totaling $30 million ~~reduction in revenues, compared~~), due to the ~~prior-year period,~~mix of projects under its multi-year capital spending program. Work mix and ~~a $3.7 millionpre-tax~~ loss in the current nine-month period. The temporary work stoppage was initiated due to state-mandated requalification of employees of all contractors working within the jurisdictional boundary of one state. Operations resumed gradually following the requalification of Centuri’s employees during the second quarter of 2017. Additionally, inclement weather in several operating areas negatively impacted revenues and reduced productivity in the first quarter of 2017.

Construction expenses increased $48.7 million, or 6%, between periods. The increase in construction expenses is disproportionate to revenues noted above due in part to logistics surrounding the timing and length of the temporary work stoppage with the significant customer and to higher labor costs incurred to complete work during inclement weather conditions in the first quarter. In addition, resultsvolume were negatively impacted during the current twelve-month period due to certain customers’ supply chain challenges in procuring necessary materials and equipment.

Utility infrastructure services expenses increased $496.5 million between periods (including $14 million of professional fees related to the acquisition of Riggs Distler). The increase overall includes $384 million incurred by ~~higher construction andstart-up~~Riggs Distler subsequent to the acquisition, as well as incremental costs related to electric infrastructure services work and costs necessary for the ~~water pipe replacement project, for~~completion of additional gas infrastructure work. Higher fuel costs, equipment rental expense, and subcontractor expenses were also incurred due to inflation, the mix of work, and in support of growth in our electric infrastructure business. Expenses in relation to revenues, and therefore, profit margins, can be impacted by inefficiencies from equipment and facility utilization and under-absorption of other fixed costs, which ~~Centuri is pursuing cost recovery.~~occurred due to the reduced work from the noted large customer and lower revenues from emergency restoration services as noted above. Also included in total Utility infrastructure services expenses were general and administrative costs, which increased approximately $30.9 million between comparative periods, including $14 million of acquisition-related professional fees previously noted and $17.3 million of general and administrative costs incurred by Riggs Distler subsequent to the acquisition. Gains on sale of equipment (reflected as an offset to ~~construction~~Utility infrastructure services expenses) were approximately ~~$1.5~~$4.8 million and ~~$4.1~~$5.6 million for the ~~first nine months~~twelve-month periods of ~~2017~~2022 and ~~2016,~~2021, respectively.

Depreciation and amortization ~~decreased $7.9~~expense increased $44.4 million ~~between~~between the current and prior-year twelve-month periods, ~~primarily due~~of which $42.2 million was recorded by Riggs Distler subsequent to ~~an $8.2 million reduction in depreciation associated with~~ the ~~extension of the estimated useful lives of certain depreciable~~acquisition. The remaining increase was attributable to equipment ~~during the past 12 months, partially offset by an increase in depreciation for additional equipment~~and computer systems purchased to support the growing volume of ~~work being performed.~~

infrastructure work.

Net interest deductions increased $34.1 million between periods due to incremental outstanding borrowings under Centuri’s $1.545 billion amended and restated secured revolving credit and term loan facility in conjunction with the acquisition of Riggs Distler.

Income tax expense decreased $22.8 million between periods, primarily due to reduced profitability in 2022.


			41


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~September~~June 30, ~~2017~~2022

Results of ~~Construction Services~~

~~Twelve-Month~~Pipeline and Storage

Quarterly and Six-Month Analysis

   Twelve Months Ended
September 30,
   2017    2016
   (Thousands of dollars)
Construction revenues
   $ 1,173,576    $ 1,127,982
Operating expenses:

Construction expenses
   1,073,090    1,009,188
Depreciation and amortization
   47,764    58,368




Operating income
   52,722    60,426
Other income (deductions)
   1,187    1,246
Net interest deductions
   6,813    6,738




Income before income taxes
   47,096    54,934
Income tax expense
   17,402    20,711




Net income
   29,694    34,223
Net income attributable to noncontrolling interests
   684    1,079




Contribution to consolidated net income attributable to Centuri
   $ 29,010    $ 33,144

~~Contribution to consolidated net income from construction services~~


	Three Months Ended June 30,		Six Months Ended June 30,
(Thousands of dollars)	2022
Regulated operations revenues	$	62,088	$	129,081
Operating expenses:
Net cost of gas sold	1,206		3,003
Operations and maintenance expense	24,741		49,053
Depreciation and amortization	13,217		26,137
Taxes other than income taxes	2,508		5,672
Operating income	20,416		45,216
Other income (deductions)	795		1,338
Net interest deductions	4,514		8,896
Income before income taxes	16,697		37,658
Income tax expense	1,621		5,652
Contribution to consolidated results	$	15,076	$	32,006

Operating results for the ~~twelve-month period~~Pipeline and Storage segment included rate-regulated transmission and subscription storage revenues of $57.8 million and $118.9 million during the three- and six-months ended ~~September~~June 30, ~~2017 decreased $4.1~~2022. Operating expenses include $4.5 million ~~compared~~and $13.2 million, during the three- and six-month periods, respectively, ended June 30, 2022, related to integrating MountainWest, including employee retention payments incurred during the ~~same period~~first quarter of ~~2016.~~2022. Additional integration costs will be incurred in future periods until integration efforts are completed. The ~~decrease is~~effective tax rates for the three- and six-months ended June 30, 2022 are lower than the statutory rate primarily due to ~~higher construction costs relative to increased revenues, resulting inpre-tax~~ ~~losses on certain projects, partially offset by a decline in depreciation~~the amortization of EADIT.

Rates and ~~amortization.~~

~~Revenues increased $45.6 million, or 4%, in the current twelve-month period compared~~Regulatory Proceedings

Southwest is subject to the ~~same period~~regulation of ~~2016~~the Arizona Corporation Commission (the “ACC”), the Public Utilities Commission of Nevada (the “PUCN”), the California Public Utilities Commission (the “CPUC”), and the Federal Energy Regulatory Commission (the “FERC”). Due to the size of Southwest’s regulated operations and the frequency of rate cases and other procedural activities with its commissions, the following discussion focuses primarily ~~due to additional pipe replacement work for existing~~on the proceedings within its natural gas distribution ~~customers. During~~operations.

General Rate Relief and Rate Design

Rates charged to customers vary according to customer class and rate jurisdiction and are set by the ~~past several years, Centuri~~individual state and federal regulatory commissions that govern Southwest’s service territories. Southwest makes periodic filings for rate adjustments as the cost of providing service changes (including the cost of natural gas purchased), and as additional investments in new or replacement pipeline and related facilities are made. Rates are intended to provide for recovery of all commission-approved costs and a reasonable return on investment. The mix of fixed and variable components in rates assigned to various customer classes (rate design) can significantly impact the operating margin actually realized by Southwest. Management has ~~focused~~worked with its ~~efforts on obtaining replacement work under both blanket contracts~~regulatory commissions in designing rate structures that strive to provide affordable service to its customers while mitigating volatility in prices to customers and ~~incremental bid projects. For both twelve-month~~stabilizing returns to investors. Such rate structures were in place in all of Southwest’s operating areas during all periods ~~ended September 30, 2017 and 2016, revenues from replacement work provided over 60%~~for which results of ~~total revenues.~~

~~Construction expenses increased $63.9 million, or 6%, between periods, due~~natural gas distribution operations are disclosed above.

Arizona Jurisdiction

Arizona General Rate Case. In December 2021, Southwest filed a general rate case application proposing a revenue increase of approximately $90.7 million. Although updated rates related to ~~additional pipe replacement work, higher labor costs experienced due~~the previous rate case became effective in January 2021, the most significant driver for the new request is the necessity to ~~changes~~reflect in rates the substantial capital investments that have been made since the end of the test year in the ~~mix~~previous case, including the customer information system implemented in May 2021. The current filing is based on a test year ended August 31, 2021 and proposes a return on common equity of ~~work~~9.90% relative to a target equity ratio of 51%. Recovery (over three years) of the approximately $12 million related to the outstanding deferral balance associated with ~~existing customers, and higher operating expenses to support increased growth~~the LNG facility (see below) is included in ~~operations. The logistics surrounding~~ the ~~timing and length of a temporary work stoppage~~request, along with ~~a significant~~the approximate $2.1 million (also over three years) in late payment charges that were suppressed from customer accounts during the ~~first six months~~COVID-19 pandemic. A


			42


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						June 30, 2022

request to continue the Delivery Charge Adjustment (“DCA”), Southwest’s full-revenue decoupling mechanism, is also included, while no changes to Southwest’s existing rate design are proposed. A decision is anticipated by the end of ~~2017 and higher labor costs incurred~~2022, with new rates expected to ~~complete work during inclement weather conditions~~be effective in the first quarter of ~~2017 resulted in costs disproportionate~~2023.

Delivery Charge Adjustment. The DCA is filed each April, which along with other reporting requirements, contemplates a rate to ~~revenues. Results were negatively impacted by higherstart-up~~ ~~and construction costs for a water pipe replacement project, for which Centuri has requested increased cost recovery. No additional work orders will be accepted~~recover the over- or under-collected margin tracker (decoupling mechanism) amounts based on the ~~project pending resolution~~balance at the end of ~~Centuri’s request. Gains on sale~~the reporting period. An April 2022 request proposed a rate to return $10.5 million, the over-collected balance existing at the end of ~~equipment (reflected as an offset~~the first quarter 2022, which was approved effective July 1, 2022.

Tax Reform.In the most recently concluded Arizona general rate proceeding, a Tax Expense Adjustor Mechanism (“TEAM”) was approved to ~~construction expenses) were $4.5 million~~timely recognize tax rate changes resulting from federal or state tax legislation following the TEAM implementation. In addition, the TEAM tracks and ~~$4.2 million~~returns/recovers the revenue requirement impact of changes in amortization of EADIT (including that which resulted from 2017 U.S. federal tax reform) compared to the amount authorized in the most recently concluded rate case. In December 2021, Southwest filed its inaugural TEAM rate application for the ~~twelve-month periods ended September 30, 2017 and 2016, respectively.~~

~~Depreciation and amortization decreased $10.6~~recovery of approximately $4.3 million ~~between the current and prior-year periods primarily due to an $11.1 million reduction~~ associated with the extension of the estimated useful lives of certain depreciable equipment over the last twelve months, partially offset by an increase in depreciation for additional equipment purchased to support the growing volume of work being performed.


~~SOUTHWEST GAS HOLDINGS, INC.~~		~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~		~~September 30, 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 existing levels of expense and requested returns, in addition to reflecting capital investments made by Southwest since June 2010.mechanism. The application 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 included a depreciation study that supported a proposal to reduce currently effective depreciation expense by approximately $42 million, which was considered in the overall requested amount. This expense reduction coupled with the requested revenue increase, 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 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 expensestaff is expected to ~~be reduced by $44.7 million,~~issue its report on the filing for commission consideration at 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 (adding the ability to seek out COYLs through a targeted approach and mobilization of work crews for replacement), implementation of a vintage steel pipe replacement program, and a continuation of the current decoupled rate design, excluding a winter-period adjustment to rates, making the mechanism fundamentally similar to that which exists in Nevada. The settlement also included a property tax tracking mechanism to defer changes in property tax expense for recovery or return in the next general rate case. New rates were effective April 2017. 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.

~~LNG (“~~subsequent open meeting.

Liquefied Natural ~~Gas”~~Gas (“LNG”) Facility. In ~~January~~ 2014, Southwest ~~filed an application with the~~sought 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 inrelated to natural gas deliveries in the southern Arizona area by providing a local storage option, ~~to be operated by Southwest and connected~~connecting directly to ~~its~~Southwest’s distribution system. InSouthwest was ultimately granted approval for construction and deferral of costs. The facility was placed in service in December ~~2014, Southwest received an order from~~2019. The capital costs and the ~~ACC grantingpre-approval~~operating expenses associated with plant operation were approved and considered as part of Southwest’s ~~application to construct~~previous general rate case. Approximately $12 million in costs, incurred following the ~~LNG facility and the deferral~~in-service date 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~~after the ~~purpose of soliciting bids for the engineering, procurement and construction (“EPC”)~~period considered as part of the ~~facility. Southwest solicited requests for proposals for the EPC phase of the project, and~~previous general rate case, were deferred in ~~October 2016 made a filing with the ACC to modify~~ the previously ~~issued Order to update~~authorized regulatory asset account and are included for consideration in the~~pre-approved~~ ~~costs to reflect anot-to-exceed~~ ~~amount of $80 million, which was approved by the ACC in December 2016. Through September 2017,~~ current general rate case application.

Customer-Owned Yard Line (“COYL”) Program. Southwest has incurred approximately $21.7 million in capital expenditures toward the project (including land acquisition costs). Construction commenced during the third quarter of 2017 and is expected to be completed by the end of 2019.

~~COYL Program.~~ ~~Southwest~~originally received approval, in connection with ~~an earlier~~its 2010 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 Arizona customers whose meters were set off from the customer’s home, ~~which is not~~representing a ~~traditional~~non-traditional configuration. ~~Customers with this configuration were~~A filing in May 2021 proposed the recovery of previously ~~responsible for the cost of maintaining these lines~~unrecovered surcharge revenue from 2019 and ~~were subject to the immediate cessation of natural gas service iflow-pressure~~ ~~leaks occurred. Effective June 2013,~~2020 (collectively, $13.7 million) over a one-year period. In November 2021, the ACC ~~authorized~~approved full recovery within the proposed timeline, the rate for which was implemented the same month. In a ~~surcharge to recover the costs of depreciation~~February 2022 filing, Southwest requested 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, Southwest~~ received approval to ~~add a “Phase II” component~~increase its surcharge revenue by $3.4 million to ~~the COYL program to include the replacement ofnon-leaking~~ ~~COYLs. In the most recent annual COYL filing made in February 2017, Southwest requested to establish an annual surcharge to collect $1.8 million related to~~recover the revenue requirement associated with ~~$12.1 million~~previous investments made since August 2020 and through calendar year 2021. The rate was implemented in ~~capital projects completed under both Phase I and Phase II during 2016. In~~ June 2017, the ACC issued a decision approving the surcharge application. All capital work completed in earlier years was incorporated in Southwest’s Arizona rate base in connection with the recently completed general rate case proceeding, as discussed above.


~~SOUTHWEST GAS HOLDINGS, INC.~~		~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~		~~September 30, 2017~~

2022.

Vintage Steel Pipe ~~Program~~.(“VSP”) Program. Southwest received approval, in connection with its ~~most recent~~2016 Arizona general rate case, to implement a ~~vintage steel pipe (“VSP”)~~VSP replacement ~~program. Southwest currently has approximately 6,000 miles~~program, due to having a substantial amount ofpre-1970s vintage steel pipe in Arizona. However, as part of Southwest’s most recent rate case decision in 2020, the ACC ultimately decided to discontinue the accelerated VSP program. A filing in May 2021 proposed the recovery of previously unrecovered surcharge revenue relating to investments during 2019 and 2020, with approximately $60 million to be recovered over a three-year period. In November 2021, the ACC approved full recovery over the proposed three-year timeline with updated rates which became effective in March 2022.

Graham County Utilities. In April 2021, Southwest and Graham County Utilities, Inc. (“GCU”) filed a joint application with the ACC for approval to transfer assets of GCU to Southwest and extend Southwest’s Certificate of Public Convenience and Necessity to serve the more than 5,000 associated customers, for a purchase price of $3.5 million. Approval of the application by the ACC was received in December 2021, with final transfer in mid-January 2022. Former GCU customers continue to be served under existing GCU rates until such time as they are rolled into Southwest’s rates, which is proposed to start replacing the pipe on an accelerated basis and to recover the costs through an annual surcharge filing that will be made in February of each year. The surcharge is designed to be revised annually as the program progresses. A Plan of Administration (“POA”), which was filed in March of 2017 and was approvedtake place in conjunction with the effective date of rates resulting from the currently pending Arizona general rate case.

California Jurisdiction

California General Rate Case. In August 2019, Southwest filed a general rate case outlined the VSP program requirements and established the timeline for future project plans and surcharge requests. Southwest is currently targeting the replacement of nearly 40 miles of VSP during 2017 totaling approximately $27 million and replacement projects during 2018 of approximately $100 million.

based on a 2021 test year, seeking authority to increase rates in its California ~~Jurisdiction~~

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

~~California General Rate Case~~~~. In December 2016, Southwest filed to modify the most recent general~~ rate ~~case decision~~jurisdictions, after being granted earlier permission to extend the ~~current~~ rate case cycle by two years and continue its 2.75% previously approved Post-Test Year (“PTY”) attrition adjustments for 2019 and 2020.

Southwest reached an agreement in principle with the Public Advocate’s Office, which was unanimously approved by the CPUC on March 25, 2021, including ~~extension~~a $6.4 million total combined revenue increase with a 10% return on common equity, relative to a 52% equity ratio. Approximately $4 million of the original proposed increase was associated with a North Lake Tahoe project that would not ultimately be completed by the beginning of 2021; consequently, the parties agreed to provide for


			43


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						June 30, 2022

recovery of the cost of service impacts of the project through the annual ~~PTY~~ attrition ~~adjustments through 2020 from 2018. That latest~~filing. The rate case decision ~~would have required~~maintains Southwest’s existing 2.75% annual attrition adjustments and the continuation of the pension balancing account. It also includes cumulative expenditures totaling $119 million over the five-year rate cycle to implement risk-informed proposals, consisting of a school COYL replacement, meter protection, and pipe replacement programs. Although new rates were originally anticipated to be in place by January 1, 2021, due to an administrative delay, new rates were ultimately implemented April 1, 2021. In light of this delay, Southwest was granted authority to ~~file its next~~establish a general rate ~~application by September 2017. Expedited consideration was requested and in June 2017,~~case memorandum account to track the ~~CPUC approved~~impacts related to the ~~request, thereby extending the rate case filing deadline. Southwest believes this extension is~~delay in the ~~public interest as it provides rate stability to customers~~implementation of new rates for ~~two additional years consistent with~~purposes of later recovery, which began January 1, 2022.

Attrition Filing. Following the ~~current reasonable~~2021 implementation of rates approved as part of the ~~last~~ general rate case, Southwest is also authorized to implement annual PTY attrition increases of 2.75%, the first annual adjustment of which began in January 2022.

Customer Data Modernization Initiative (“CDMI”). In April 2019, Southwest filed an application with the CPUC seeking authority to establish a two-way, interest-bearing balancing account to record costs associated with the CDMI to mitigate adverse financial implications associated with this multi-year project (including a new customer information system, ultimately implemented in May 2021). Effective October 2019, the CPUC granted a memorandum account, which allowed Southwest to track costs, including operations and ~~the current revenue requirement~~maintenance costs and ~~rate of~~capital-related costs, such as depreciation, taxes, and return ~~are not in need of adjustment (with the continuation~~associated with California’s portion of the ~~currently approved 2.75% PTY attrition adjustment for the two additional years).~~

~~Nevada Jurisdiction~~

~~General Revenues Adjustment.~~In June 2016, Southwest requested authorization from the Public Utilities Commission of Nevada (“PUCN”) to adjust rates associated with its revenue decoupling mechanism (General Revenues Adjustment, or “GRA”)CDMI (initially estimated at $19 million). The ~~filing~~balance tracked in the memorandum account was ~~approved~~transferred to the two-way balancing account in ~~December 2016, with rates~~July 2020. A rate to begin recovering the balance accumulated through June 30, 2020 was established and made effective September 1, 2020, and updated multiple times since, including in January ~~2017. The~~2022. This rate ~~adjustment~~ is expected to ~~refund approximately $16.7 million during 2017.~~ be updated at least annually.

Carbon Offset Program.In ~~June 2017,~~March 2022, Southwest filed an application to ~~adjust~~seek approval to offer a voluntary program to California customers to purchase carbon offsets in an effort to provide customers additional options to reduce their respective GHG emissions. A request to establish a two-way balancing account to track program-related costs and revenues was included as part of the ~~GRA surcharge effective January 2018,~~application. Southwest anticipates a decision in 2023.

Nevada Jurisdiction

Nevada General Rate Case. On August 31, 2021, Southwest filed its most recent general rate case, which was further updated by a certification filing on December 17, 2021. The request proposed a combined revenue increase of approximately $28.7 million (as of certification); the most significant driver for the new request is the necessity to reflect in rates the substantial capital investments that have been made since the end of the test year in the previous case, including the customer information system that was implemented in May 2021. The filing included a proposed return on common equity of 9.90% with a target equity ratio of 51%; recovery over two years of approximately $6.6 million in previously deferred late payment charges related to a regulatory asset associated with COVID-19; and continuation of full revenue decoupling under the General Revenues Adjustment (“GRA”) mechanism. The filing utilized a test year ended May 31, 2021 with certification-period adjustments through November 30, 2021. On February 7, 2022, the parties filed a stipulation with the PUCN, providing for a statewide revenue increase of $14.05 million, a return on common equity of 9.40% relative to a 50% target equity ratio, and continuation of Southwest’s full revenue decoupling mechanism. The stipulation was approved by the PUCN, ~~during~~and new rates became effective April 1, 2022. The PUCN’s order did not include recovery of the ~~third quarter~~approximate $6.6 million in deferred late payment charges related to a regulatory asset associated with COVID-19, which had previously been reserved.

General Revenues Adjustment. As noted above, the continuation of ~~2017. This will result~~the GRA was affirmed as part of Southwest’s most recent general rate case with an expansion to include a large customer class (with average monthly throughput requirements greater than 15,000 therms), effective April 2022. Southwest makes Annual Rate Adjustment (“ARA”) filings to update rates to recover or return amounts associated with various regulatory mechanisms, including the GRA. Southwest made its most recent ARA filing in ~~a decrease in collections from customers~~November 2021 related to balances as of ~~$15.4 million, based on the over-recovered balance in the account at the end of April 2017.~~September 30, 2021. New rates related to that filing became effective July 1, 2022. While there is no impact to net income overall from ~~this rate adjustment,~~adjustments to recovery rates associated with the related regulatory balances, operating cash flows are impacted by such changes.

COYL Program. In August 2021, Southwest filed a joint petition with the Regulatory Operations Staff of the PUCN proposing a Nevada COYL replacement program to include residential COYLs, public school COYLs, and any other COYLs that are identified to be a safety concern. The petition was approved in January 2022 and provides for capital investments up to $5 million per year for five years and the establishment of a regulatory asset to track the capital-related costs. After five years, the program will be ~~reduced as the regulatory liability balance is refunded.~~

reassessed to determine if it should be continued.

Infrastructure Replacement ~~Mechanisms.~~Mechanism.In ~~January~~ 2014, the PUCN approved final rules for athe Gas Infrastructure Replacement (“GIR”) mechanism, ~~to defer~~which provided for the deferral and ~~recover~~recovery of certain costs associated with accelerated replacement of qualifying infrastructure that ~~does~~would not otherwise ~~currently~~ provide incremental ~~revenues.~~revenues between general rate cases. Associated with ~~such~~the replacement of various types of pipe infrastructure under the mechanism ~~each year,~~(Early Vintage Plastic Pipe, COYL, and VSP), the


			44


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						June 30, 2022

related regulations provide Southwest ~~files~~with the opportunity to file a ~~Gas Infrastructure Replacement (“GIR”) Advance Application requesting authority~~GIR “Advance Application” annually to ~~replace~~seek preapproval of qualifying ~~infrastructure~~replacement projects.

In cases where preapproval of projects is requested and ~~files~~granted, a GIR rate application is separately ~~as part of an annual GIR filing~~filed to reset the GIR recovery surcharge rate 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~~On September ~~2016,~~30, 2021, Southwest filed its latest rate application to ~~adjust~~reset the ~~GIR~~recovery surcharge to ~~recover the~~include cumulative deferrals through August 31, 2021. The updated surcharge rate is expected to result in an annual revenue ~~requirement for amounts previously deferred. This filing~~decrease of approximately $1.4 million in southern Nevada and an annual revenue increase of $66,000 in northern Nevada. The parties reached a stipulation that was approved ~~in December 2016~~by the PUCN and new rates became effective January ~~2017.~~1, 2022.

Conservation and Energy Efficiency. The PUCN allows deferral (and later recovery) of approved conservation and energy efficiency costs, recovery rates for which are adjusted in association with ARA filings. In ~~June 2016,~~its November 2021 ARA filing, Southwest proposed annualized margin decreases of $574,000 and $434,700 for southern and northern Nevada, respectively, which became effective in July 2022. In May 2022, Southwest filed an Advance Application for projects expected to be completed during 2017, proposing approximately $60 million of accelerated pipe replacement to include early vintage plastic, early vintage steel, and a COYL program. The COYL program, while not large in magnitude, represents the firstapplication seeking approval of its ~~kind in Nevada, modeled after the program in place~~annual Conservation and Energy Efficiency Plan Report for ~~several years in Southwest’s Arizona jurisdiction. The PUCN issued an Order on the Advance Application in October 2016, approving approximately $57.3 million of replacement work~~2021, with ~~an annualized revenue requirement estimated at approximately $5.3 million. With regard~~no proposed modifications to the proposed COYL program, approval was granted for the northern Nevada rate jurisdiction, but consideration for the southern Nevada rate jurisdiction was deferred until 2020, at which time certain early vintage plastic pipe programs are expected to be completed. In September 2017, Southwest filed to adjust the GIR surcharge to recover the annual revenue requirement for amounts previously deferred. For projects approved in 2016 and completed by July of 2017


~~SOUTHWEST GAS HOLDINGS, INC.~~		~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~		~~September 30, 2017~~

~~, the deferred annualized revenue requirement is approximately $8.7 million. This filing is expected to be approved in December 2017 with rates becoming effective January 2018.~~

In May 2017, Southwest filed a GIR Advance Application with the PUCN for projects totaling approximately $66 million that are expected to be completed during 2018. Similar to previous years, the proposed projects consist of early vintage plastic and early vintage steel pipe, as well as the continuation of the previously approved ~~COYL program in northern Nevada. Southwest entered into~~$1.3 million annual budget for years 2022-2024. The parties reached a ~~settlement agreement with the intervening parties and filed a proposed~~ stipulation ~~requesting the Commission approve the settlement agreement. The settlement agreement proposed~~ that the request be approved as filed and that Southwest be authorized to start replacing COYLs in southern Nevada in certain situations, and to recover costs through the GIR mechanism. The PUCN issued an Order on the GIR Advance Application in September 2017, approving approximately $65.7 million of replacement work (with an annualized revenue requirement estimated at approximately $6 million) and the COYL provisions in southern Nevada.

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 approved 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 2017. This waiver was approved by the PUCN in ~~January 2017; however, in order to continue the GIR program in 2018 (for projects recommended for completion under the program after 2018), a general rate case will need to be filed before June 2018.~~

~~Conservation and Energy 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 initial program costs was approved as part of the most recent general rate case, amounts incurred subsequent to 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 resulted in annualized margin increases of $2 million in northern Nevada and $8.5 million in southern Nevada. Then, as part of the ARA filing approved in December 2016, Southwest modified rates, effective January 2017, expected to result in annualized margin decreases of $1.4 million in northern Nevada and $1.3 million in southern Nevada to return over-collected balances. There is, however, no anticipated impact to net income overall from these decreases as amortization expense will also be reduced.

July 2022.

Expansion and Economic Development ~~Legislation.~~Legislation. In ~~February 2015,~~January 2016, final regulations were approved by the PUCN associated with legislation (“SB 151”) ~~was~~previously introduced and signed into law in ~~Nevada directing the PUCN to adopt regulations authorizing~~Nevada. The legislation authorized natural gas utilities to expand their infrastructure ~~consistent with a program of economic development. This includes providing gas~~to provide service to unserved and underserved areas in Nevada, as well as attracting and retaining utility customers and accommodating the expansion of existing business customers. SB 151 was signed into law in May 2015. The draft regulations were reviewed by the Legislative Council Bureau and final regulations were approved by the PUCN in January 2016.

Nevada.

In November 2017, Southwest filed for preapproval of a project to extend service to ~~include the service territory of~~ Mesquite, Nevada, in accordance with the SB 151 regulations. ~~This project proposes~~Ultimately, the ~~extension~~PUCN issued an order approving Southwest’s proposal for the expansion, and Southwest provides periodic updates and adjusts the rates to recover the revenue requirement associated with the investments to serve customers as part of ~~existing facilities~~Southwest’s ARA filings and rate case proceedings. As of June 2022, approximately 40 miles of natural gas infrastructure has been installed throughout the Mesquite expansion area.

In June 2019, Southwest filed for preapproval to ~~Mesquite at an estimated cost of approximately $30 million. The cost is proposed~~construct the infrastructure necessary to ~~be recovered through a volumetric surcharge on all southern Nevada customers. A second phase is then proposed to convert existing homes to~~expand natural gas service ~~which will~~to Spring Creek, near Elko, Nevada, and to implement a cost recovery methodology to recover the associated revenue requirement consistent with the SB 151 regulations. The expansion facilities consist of a high-pressure approach main and associated regulator stations, an interior backbone, and an extension of the distribution system from the interior backbone. The total capital investment was estimated to be ~~charged as~~$61.9 million. A stipulation was reached with the parties and approved by the PUCN in December 2019, including a ~~separate surcharge to Mesquite customers only. A decision on this proposal is expected within the required210-day~~ ~~time period for filings of this type.~~

~~Federal Energy Regulatory Commission (“FERC”) Jurisdiction~~

~~2018 Expansion.~~ ~~In response to growing demand in the Carson City and South Lake Tahoe areas of northern California and~~rate recovery allocation amongst northern Nevada, ~~Paiute Pipeline Company (“Paiute”) evaluated shipper interest~~Elko, and Spring Creek expansion customers. Construction began in ~~acquiring additional transportation capacity and executed precedent agreements for incremental transportation capacity with Southwest during~~ the third quarter of ~~2016.~~ 2020, and service commenced to the first Spring Creek customers in December 2020. As of June 2022, approximately 36 miles of natural gas infrastructure has been installed throughout the Spring Creek expansion area, and is anticipated to be completed in 2026.

Carbon Offset Program. In ~~October 2016, Paiute initiated~~June 2021, Southwest filed an application seeking approval to offer a~~pre-filing~~ ~~review process~~ voluntary program to northern and southern Nevada customers to purchase carbon offsets in an effort to provide customers additional options to reduce their respective GHG emissions. A request to establish a regulatory asset to track program-related costs and revenues was included as part of the application. The parties reached a stipulation that was approved by the PUCN in December 2021 approving Southwest’s proposal. Implementation of the program is underway with customer participation expected in the third quarter of 2022.

FERC Jurisdiction

General Rate Case. In 2020, Great Basin Gas Transmission Company (“Great Basin”), a wholly owned subsidiary of Southwest, reached an agreement in principle with the FERC ~~for an expansion project, which was approved during~~Staff providing that its three largest transportation customers and all storage customers would be required to have primary service agreement terms of at least five years, that term-differentiated rates would continue generally, and included a 9.90% pre-tax rate of return. Interim rates were made effective February 2020. As part of the ~~same month. In July 2017,~~settlement, Great Basin will file a certificate application was filed, which included an applicant environmental assessment. The project is anticipated to consist of 8.5 miles of additional transmission pipeline infrastructure at an approximate cost of $18 million. If the process progresses as planned, a decision should be received by April 2018 and the additional facilities could be in place by the end of 2018.


~~SOUTHWEST GAS HOLDINGS, INC.~~		~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~		~~September 30, 2017~~

rate case no later than May 31, 2025.

PGA Filings

The rate schedules in all of Southwest’s service territories contain provisions that permit ~~adjustments~~adjustment 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 September~~Balances are recovered from or refunded to customers on an ongoing basis with interest. As of June 30, ~~2017,~~2022, under-collections in ~~Arizona and Northern Nevada~~each of Southwest’s service territories resulted in an asset of ~~approximately $6.2 million and over-collections in Southern Nevada and California resulted in a liability of $15~~$355 million on the Company’s and Southwest’s ~~condensed consolidated balance sheets.~~Condensed Consolidated Balance Sheets. See also Deferred Purchased Gas ~~cost rates paid to suppliers have been higher than amounts recovered from customers during the first nine months~~Costs in Note 1 – Background, Organization, and Summary of ~~2017, resulting~~Significant Accounting Policies in ~~fluctuations since December 31, 2016. Tariff rates have been adjusted in all jurisdictions during~~ this ~~period.~~ quarterly report on Form 10-Q.


			45


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						June 30, 2022

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~~operating margin. However, gas cost deferrals and recoveries can impact comparisons between periods of individual consolidated income statement components. These include ~~Gas operating~~Regulated operations revenues, Net cost of gas sold, Net interest deductions, and Other income (deductions).

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

   September 30, 2017    December 31, 2016    September 30, 2016
Arizona
   $ 1,324    $ (20,349 )    $ (34,425 )
Northern Nevada
   4,906    (3,339 )    (10,326 )
Southern Nevada
   (13,711 )    (66,788 )    (77,402 )
California
   (1,260 )    2,608    (1,246 )






   $ (8,741 )    $ (87,868 )    $ (123,399 )


(Thousands of dollars)	June 30, 2022		December 31, 2021		June 30, 2021
Arizona	$	254,319	$	214,387	$	194,107
Northern Nevada	10,488		12,632		417
Southern Nevada	89,426		55,967		35,865
California	338		8,159		4,715
	$	354,571	$	291,145	$	235,104

Not included in the PGA balances table above are $5 million at June 30, 2022 and $5.7 million at December 31, 2021 in deferred purchased gas cost liabilities for MountainWest.

Capital Resources and Liquidity

~~Cash~~

Historically, cash on hand and cash flows from operations ~~in the past twelve months~~ have ~~generally~~ provided ~~the majority~~a substantial portion of cash used in investing activities (primarily for construction expenditures and property additions). In recent years, ~~certain~~Southwest has undertaken significant pipe replacement ~~has been accelerated to take advantage of bonus depreciation tax incentives and~~activities to fortify system integrity and reliability, ~~notably~~including on an accelerated basis in association with ~~new~~certain gas infrastructure replacement ~~programs~~programs. This activity has necessitated the issuance of both debt and equity securities to supplement cash flows from operations. The Company, in executing on its plans to fund the MountainWest acquisition, initially funded the transaction through short-term borrowings, which would be refinanced through a multi-pronged permanent financing plan, some of which was executed during the first quarter of 2022 as ~~discussed above. During this same time, benefits were derived~~the Company used $452 million in net proceeds from ~~debt refinancing and strategic debt redemptions.~~its underwritten offering of common stock to repay a portion of such short-term borrowings. In advance of full plan deployment, current liabilities are in excess of current assets creating a working capital deficit, which will be alleviated once management completes its execution on the remainder of its plan. The Company’s capitalization strategy is to maintain an appropriate balance of equity and debt to ~~maintain strong~~preserve investment-grade credit ratings, which ~~should~~help minimize interest costs.

Investment-grade credit ratings have been maintained following the acquisition.

Cash Flows

Southwest Gas Holdings, Inc.:

Operating Cash Flows.Cash flows ~~provided by~~from consolidated operating activities ~~decreased $179~~increased $262 million in the first ~~nine~~six months of ~~2017~~2022 as compared to the same period of ~~2016.~~2021. The ~~decline~~improvement in ~~operating~~ cash flows ~~was~~ primarily ~~attributable to~~resulted from the change in ~~deferred~~ purchased gas costs, ~~noted above. Refer~~including amounts incurred and deferred, as well as impacts related to~~Results~~ when amounts are incorporated in customer bills to recover or return deferred balances. The prior period included a $50 million incremental contribution to the noncontributory qualified retirement plan (reflected as a change in other liabilities and deferred credits). Other impacts include benefits from depreciation and changes and components of ~~Natural~~working capital overall.

The corporate and administrative expenses/outflows for Southwest Gas ~~Operations~~Holdings, Inc. in the six- and~~Rates~~ twelve-month periods ended June 30, 2022 include outlays related to shareholder activism and ~~Regulatory Proceedings~~.

the Strategic Review, in addition to outlays related to expenditures/financing costs for the MountainWest acquisition.

Investing Cash Flows.Cash used in consolidated investing activities increased ~~$35~~$44 million in the first ~~nine~~six months of ~~2017~~2022 as compared to the same period of ~~2016.~~2021. The change was primarily due to ~~increased construction~~an increase in capital expenditures in both the natural gas ~~operations segment, including scheduled~~distribution and ~~accelerated replacement activity.~~utility infrastructure services segments. The ~~prior~~current period also included ~~an outflow~~a post-closing payment of ~~$17~~$18.8 million ~~to facilitate a construction services~~in association with the MountainWest acquisition.

Financing Cash Flows.Net cash provided by consolidated financing activities ~~increased $195~~decreased $189 million in the first ~~nine~~six months of ~~2017~~2022 as compared to the same period of 2016. The increase was primarily due to activity under the credit facility and commercial paper program (an increase in borrowings in the current-year nine-month period and the repayment of borrowings in the prior-year nine-month period). The prior period included proceeds in utility operations from the issuance of $300 million in senior notes. The Company also issued approximately $12 million during 2017 in stock under its Equity Shelf Program. See also~~Note 5 – Common Stock, and the discussion below. The first nine months of 2017 includes the August 2017 $23 million purchase of the previous owners’ interest in Centuri. See also~~~~Note 9 – Construction Services Redeemable Noncontrolling Interest~~ ~~for additional information.~~


~~SOUTHWEST GAS HOLDINGS, INC.~~		~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~		~~September 30, 2017~~

Dividends paid increased in the first nine months of 2017 as compared to the same period of 2016 as a result of an increase in the quarterly dividend rate and an increase in the number of shares outstanding.

~~The Company issued approximately 103,000 additional shares of common stock collectively through the Restricted Stock/Unit Plan and the Management Incentive Plan.~~

~~Southwest Gas Corporation:~~

~~Operating Cash Flows.~~Cash flows provided by operating activities decreased $172 million in the first nine 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 as discussed above. Refer to~~Results of Natural Gas Operations~~ ~~and~~~~Rates and Regulatory Proceedings~~.

~~Investing Cash Flows.~~~~Cash used in investing activities increased $68 million in the first nine months of 2017 as compared to the same period of 2016.~~2021. The change was primarily due to ~~additional construction expenditures, as indicated above.~~

~~Financing Cash Flows.~~~~Net cash provided~~borrowings by ~~financing activities increased $211 million~~Southwest in the first ~~nine~~six months of ~~2017 as compared~~2021, including the March 2021 Term Loan to finance a gas cost runup caused by the ~~same period of 2016. The increase was primarily~~freeze event in and around the central U.S. due to ~~activity~~Winter Storm Uri, as well as borrowings under the Company’s credit ~~facility and commercial paper program (an increase in borrowings~~facility; by comparison, in the ~~current-year nine-month period and~~first six months of 2022, financing activities were largely undertaken in concert with reductions in other borrowings. The Company reduced its 364-day Term Loan facility (utilized to finance the ~~repayment~~MountainWest acquisition) through net proceeds of ~~borrowings in the prior-year nine-month period). The prior period included proceeds~~$452 million from the issuance of ~~$300~~common stock in an underwritten public offering in the current period. Proceeds from equity issuances by the holding company were lower in 2021 (and were contributed to Southwest in that period). Furthermore, while debt proceeds were received by Southwest’s issuance of $600 million in ~~senior~~ notes, it also redeemed, in February 2022, $25 million 7.78% series


			46


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						June 30, 2022

Medium-term notes then maturing, as ~~discussed above.~~well as $250 million in notes maturing in April 2022. Southwest also repaid (during 2022) $25 million of amounts outstanding on the March 2021 Term Loan utilized to finance the gas cost runup in 2021. Outstanding amounts under the long-term portion of Southwest’s facility were also paid down during 2022 ($130 million). The holding company had higher borrowings under its credit facility in the current period ~~included capital contributions from Southwest Gas Holdings, Inc.~~

given its expenditures for shareholder activism and settlement activities, along with the Strategic Review. Centuri’s line of credit and term loan facility borrowings during the first six months of 2021 exceeded amounts in the current period. Dividends paid in 2022 were also higher than during the comparative period in 2021.

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

However, the holding company may raise funds through stock issuances or other external financing sources in support of each business segment.

Southwest Gas Corporation:

Operating Cash Flows. Cash flows provided by operating activities increased $270 million in the first six months of 2022 as compared to the same period of 2021. The improvement in operating cash flows was primarily attributable to the impacts related to deferred purchased gas costs (described above), as well as to other working capital changes. While gas costs incurred were higher in both periods compared to earlier recent historical periods, the first six months of 2021 included unusual/excessive increases in costs over a number of days in February 2021 amidst the freeze event from Winter Storm Uri. While gas costs incurred in the first six months of 2021 were higher, collections from customers in the 2022 period increased over the six-month period of 2021, which includes the effects of when gas costs are incorporated into customer rates.

Investing Cash Flows. Cash used in investing activities increased $8 million in the first six months of 2022 as compared to the same period of 2021. The change was primarily due to increases in capital expenditures in 2022 partly offset by an increase in customer advances as compared to the same period in the prior year. See also Gas Segment Construction Expenditures and Financing

below.

Financing Cash Flows. Net cash provided by financing activities decreased $195 million in the first six months of 2022 as compared to the same period of 2021. The decline was primarily due to the impacts cited above. The 2021 period included proceeds to finance gas purchases during Winter Storm Uri; by comparison, in 2022, financing proceeds were largely offset by debt repayments. Southwest issued $600 million in notes in the first quarter of 2022, and paid down amounts then outstanding under its credit facility and redeemed $250 million in notes maturing in April 2022. It also redeemed $25 million 7.78% series Medium-term notes that matured in February 2022, and $25 million of amounts outstanding under the March 2021 Term Loan used to fund increased gas purchased costs during the 2021 freeze event. See Note 5 – Debt. Furthermore, parent capital contributions from equity issuances made in 2021 have not recurred in 2022, while dividends paid to the parent holding company were higher in the current period.

Gas Segment Construction Expenditures, Debt Maturities, and Financing

During the twelve-month period ended ~~September~~June 30, ~~2017,~~2022, construction expenditures for the natural gas ~~operations~~distribution segment were ~~$515 million.~~$619 million (not including amounts incurred for capital expenditures not yet paid). The majority of these expenditures represented costs associated with ~~scheduled and accelerated~~the replacement of existing transmission, distribution, and general ~~plant. Cash flows from operating activities of Southwest were $337 million during this time~~plant to fortify system integrity and ~~provided approximately 57% of construction expenditures and dividend requirements.~~

~~Southwest~~reliability.

Management estimates natural gas segment construction expenditures during the ~~three-year~~five-year period ending December 31, ~~2019~~2026 will be ~~between $1.6~~approximately $2.5 billion ~~and $1.8 billion.~~to $3.5 billion. Of this amount, approximately ~~$570~~$600 million to $650 million is expected to be incurred in ~~2017.~~2022. Southwest plans to continue ~~as appropriate,~~ to request regulatory support to undertake projects, or to accelerate projects ~~that improve~~as necessary, for the improvement of system flexibility and reliability, ~~(including replacement of early vintage plastic and steel pipe). This includes the recent approval~~or to complete accelerated replacement projects in Nevada of $57.3 million and $65.7 million in 2017 and 2018, respectively. It also incorporates programs included in the recently approved Arizona general rate case settlement (the continuation of the COYL program and implementation of a vintage steel pipe replacement program).expand, where relevant, to unserved or underserved areas. Southwest may expand existing, or initiate new, programs. ~~If efforts continue to be successful, significant~~Significant replacement activities are 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 ~~60% to 70%~~69% of the funding for gas operations of Southwest and total construction expenditures and dividend requirements. As of June 30, 2022, Southwest had the March 2021 Term Loan with an outstanding balance of $225 million, due in March 2023. Any additional cash requirements, including construction-related, and pay down or refinancing of debt, are expected to be provided by existing credit facilities, equity contributions from the Company, 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, timing and amounts of surcharge collections from, or amounts returned to, customers related to other regulatory mechanisms and programs, as well as growth levels in Southwest’s service areas and earnings. External financings ~~could~~may include the issuance of debt securities, bank and other short-term borrowings, and other forms of financing.

In March 2017, the Company filed with the Securities Exchange Commission (“SEC”) an automatic shelf registration statement for the offer and sale of up to $150 million of 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 29, 2017, between the Company and BNY Mellon Capital Markets, LLC (the “Equity Shelf Program”). Sales of the shares will


			47


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~September~~June 30, ~~2017~~2022

continue to be made at market prices prevailing at the time of sale. 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.

~~During the nine months ended September 30, 2017, 147,077 shares were issued inat-the-market~~ ~~offerings at an average price of $80.07 per share with gross proceeds of $11.8 million, agent commissions of $118,000, and net proceeds of $11.7 million. See~~~~Note 5 – Common Stock~~ ~~for more information.~~

~~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 $29 million of federal income taxes for 2017, resulting in a minimal amount of federal income tax being paid.

Dividend Policy

Dividends are payable on the Company’s common stock at the discretion of the ~~Board of Directors (“Board”).~~Board. In setting the dividend rate, the Board currently targets a payout ratio of 55% to 65% of consolidated earnings per share and 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~~investment-grade credit ratings and liquidity. The Company has paid dividends on its common stock since 1956 and has increased that dividend each year since ~~2007.~~2007. In February ~~2017,~~2022, the Board elected to increase the quarterly dividend from ~~$0.45~~$0.595 to ~~$0.495~~$0.62 per share, representing a ~~10%~~ 4.2% increase, effective with the June ~~2017~~2022 payment. ~~The Board currently targets a payout ratio of 55% to 65% of 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 the 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,~~distribution segment, 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 earnings. Natural gas prices and related gas cost recovery rates, as well as plant investment, have historically had the most significant impact on 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 ~~September~~June 30, ~~2017,~~2022, the combined balance in the PGA accounts totaled an ~~over-collection~~under-collection of ~~$8.7 million. See~~$355 million. See PGA Filingsfor more information.

In March ~~2017,~~2022, Southwest ~~Gas Holdings, Inc. entered into~~amended the $250 million March 2021 Term Loan, extending the maturity date to March 21, 2023. As noted above, the proceeds were originally used to fund the increased cost of natural gas supply during the month of February 2021 caused by extreme weather conditions in the central U.S. The March 2021 Term Loan was extended as a result of the current gas cost environment and management’s funding plans for purchases. At June 30, 2022, there was $225 million outstanding under the March 2021 Term Loan.

In March 2022, Southwest issued $600 million aggregate principal amount of 4.05% Senior Notes at a discount of 0.65%. The notes will mature in March 2032. Southwest used the net proceeds to redeem $250 million 3.875% notes due in April 2022 and to repay outstanding amounts under its credit facility, with the remaining net proceeds used for general corporate purposes.

Southwest has a credit facility, with a borrowing capacity of ~~$100~~$400 million, ~~that~~which expires in ~~March 2022. The Company intends to utilize this facility for short-term financing needs. At September 30, 2017, $27.5 million was outstanding on this facility.~~

~~In March 2017,~~April 2025. Southwest Gas Corporation amended its credit facility, increasing the borrowing capacity from $300 million to $400 million, and extended the term of the facility from March 2021 to March 2022. Southwest continues to designatedesignates $150 million of the facility for long-term borrowing needs and the remaining $250 million for working capital purposes. The maximum amount outstanding on the long-term portion of the credit facility (including a commercial paper ~~program, as noted below)~~program) during the first ~~nine~~six months of ~~2017~~2022 was ~~$150 million. At September 30, 2017, $150~~$150 million ~~was outstanding on the long-term and $83 million was~~. The maximum amount outstanding on the short-term portion of the credit facility during the first six months of 2022 was $85 million. As of June 30, 2022, no borrowings were outstanding on the short-term or long-term portions of this credit facility. The credit facility can be used as necessary to meet ~~liquidity~~liquidity requirements, including temporarily financing under-collected PGA balances, ~~if any,~~ or meeting the refund needs of over-collected balances. ~~This~~The credit facility has been


~~SOUTHWEST GAS HOLDINGS, INC.~~		~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~		~~September 30, 2017~~

adequate for Southwest’s working capital needs outside of funds raised through operations and other types of external financing.

As indicated, any additional cash requirements would include the existing credit facility, equity contributions from the Company, and/or other external financing sources.

Southwest has a $50 million commercial paper program. Any issuance under the commercial paper program is supported by Southwest’s current revolving credit facility and, therefore, does not represent additional borrowing capacity. Any borrowing under the commercial paper program during 2022 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 ~~September~~June 30, ~~2017,~~2022, there were no borrowings ~~were~~ outstanding under this program.

Centuri has a ~~$300 million~~senior secured revolving credit and term loan ~~facility that is scheduled~~facility. The line of credit portion comprises $400 million; associated amounts borrowed and repaid are available to ~~expire in October 2019.~~be re-borrowed. The term loan facility portion ~~had~~ provided approximately $1.145 billion in financing. The term loan ~~initial limit of approximately $150 million, which was reached in 2014 and; $107 million was outstanding (after repayments) at September 30, 2017. The secured~~facility expires on August 27, 2028 and the revolving credit facility ~~portion also has a limit~~expires on August 27, 2026. This multi-currency facility allows the borrower to request loan advances in either Canadian dollars or U.S. dollars. The obligations under the credit agreement are secured by present and future ownership interests in substantially all direct and indirect subsidiaries of ~~$150 million; amounts borrowed and repaid under this portion~~Centuri, substantially all of the tangible and intangible personal property of each borrower, certain of their direct and indirect subsidiaries, and all products, profits, and proceeds of the foregoing. Centuri assets securing the facility ~~are available to bere-borrowed.~~at June 30, 2022 totaled $2.5 billion. The maximum amount outstanding on the ~~credit~~combined facility during the first ~~nine~~six months of ~~2017~~2022 was ~~$104 million. At September~~$1.2 billion. As of June 30, ~~2017, $81.3~~2022, $146 million was outstanding on the ~~secured~~ revolving credit facility, in addition to $1.01 billion that was outstanding on the term loan portion of the facility. Also at ~~September~~June 30, ~~2017,~~2022, there was approximately ~~$52~~$190 million, net ofof letters of credit, available for borrowing under the line of credit.


			48


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						June 30, 2022

Southwest Gas Holdings, Inc. has a credit facility with a borrowing capacity of $200 million that expires in December 2026. This facility is intended for short-term financing needs. At June 30, 2022, $90 million was outstanding under this facility.

In November 2021, the Company entered into a $1.6 billion delayed-draw Term Loan Facility that was funded on December 31, 2021 in connection with the acquisition of MountainWest. This term loan matures on December 30, 2022. There was $1.15 billion outstanding under this Term Loan Facility as of June 30, 2022, included in the total of $1.46 billion of total short-term debt as of June 30, 2022. Current maturities of $41 million on the balance sheet as of that date relate to Centuri. These conditions contributed to a negative working capital position of $707 million as of June 30, 2022, and the Company does not currently have sufficient liquidity or capital resources to repay this debt at maturity without issuing new debt or equity. In March 2022, the Company used net proceeds from the issuance of common stock (see below) to repay a portion of borrowings under the Term Loan Facility. Management intends to pay off the remainder of the Term Loan Facility through the issuance of long-term debt, or extend the Term Loan Facility up to 364 days. However, management maintains the discretion to seek alternative sources, and can provide no assurances as to its ability to refinance this obligation with the intended method or on attractive terms.

In March 2022, the Company sold, through a prospectus supplement under its Universal Shelf program, an aggregate of 6.325 million shares of common stock, with an underwritten public offering price of $74.00 per share, resulting in proceeds to the Company of $452.2 million, net of the underwriters’ discount of $15.8 million. The ~~following table sets forth~~Company used the ~~ratios~~net proceeds to repay a portion of ~~earnings~~the outstanding borrowings under the 364-day Term Loan Facility that was used to ~~fixed charges~~initially fund the MountainWest acquisition.

In April 2021, the Company entered into a Sales Agency Agreement between the Company and BNY Mellon Capital Markets, LLC and J.P. Morgan Securities LLC (the “Equity Shelf Program”) for the ~~Company. Due~~offer and sale of up to $500 million of common stock from time to time in at-the-market offerings under the ~~seasonal nature~~related prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) the same month. There was no activity under this multi-year program during the second quarter of 2022. Net proceeds from the ~~Company’s business, these ratios~~sales of shares of common stock under the Equity Shelf Program are ~~computed on a twelve-month basis:~~

   For the Twelve Months Ended
   September 30,
2017    December 31,
2016
Ratio of earnings to fixed charges
   3.50    3.46

~~Earnings are defined~~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 served by Southwest, as well as for repayment or repurchase of indebtedness (including amounts outstanding from time to time under the ~~sum~~credit facilities, senior notes, Term Loan or future credit facilities), and to provide for working capital. The Company had approximately $341.8 million available under the program as of ~~pretax income plus fixed charges. Fixed charges consist~~June 30, 2022.

During the twelve months ended June 30, 2022, 1,251,810 shares were issued in at-the-market offerings under the foregoing program at an average price of ~~all interest expense including capitalized interest,one-third~~$70.15 per share with gross proceeds of ~~rent expense (that approximates the interest component~~$87.8 million, agent commissions of ~~such expense)~~$0.9 million, and net ~~amortized debt costs.~~

proceeds of $86.9 million under the equity shelf program noted above. See Note 4 – Common Stock for more information.

Interest rates for the Company’s Term Loan Facility and Centuri’s credit facility contain LIBOR-based rates. Certain LIBOR-based rates were scheduled to be discontinued as a benchmark or reference rate after 2021, while other LIBOR-based rates are scheduled to be discontinued after June 2023. As of June 30, 2022, the Company had $2.16 billion in aggregate outstanding borrowings under Centuri’s credit facility and the Company’s Term Loan Facility. In order to mitigate the impact of a LIBOR discontinuance on the Company’s financial condition and results of operations, management will monitor developments and work with lenders, where relevant, to determine the appropriate replacement/alternative reference rate for variable rate debt. At this time the Company can provide no assurances as to the impact a LIBOR discontinuance will have on its financial condition or results of operations. Any alternative rate may be less predictable or less attractive than LIBOR.

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, negotiations, and underlying assumptions. The words “may,” “if,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “continue,” “forecast,” “intend,” “endeavor,” “promote,” “seek,” and similar words and expressions are generally used and intended to identify forward-looking statements. For example, statements regarding plans to review strategic alternatives to maximize stockholder value, refinance near-term maturities, to separate Centuri or other entities from the Company, those 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, replacement market and new construction market, our intent and ability to complete planned acquisitions or divestitures and at amounts originally set out, impacts from the COVID-19 pandemic, including on our employees, customers, or otherwise, our financial position, revenue, earnings, cash flows, debt covenants, operations, regulatory recovery, work deployment or resumption and related uncertainties stemming


			49


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						June 30, 2022

from this pandemic or otherwise, expected impacts of valuation adjustments associated with any redeemable noncontrolling interest, the profitability of storm work, mix of work, or absorption of fixed costs by larger infrastructure services customers including Southwest, the impacts of U.S. tax reform including disposition in any regulatory proceeding and bonus depreciation tax deductions, ~~amount~~the impact of recent Pipeline and Hazardous Materials Safety Administration rulemaking, the amounts and timing for completion of estimated future construction expenditures, ~~including the LNG facility in southern Arizona, the cost of the 2018 Paiute expansion project in northern Nevada and northern California,~~plans to pursue infrastructure programs or programs under SB 151 legislation, forecasted operating cash flows and results of operations, net earnings impacts or recovery of costs from gas infrastructure replacement and COYL programs and surcharges, funding sources of cash requirements, amounts generally expected to be reflected in ~~2017 or~~ future period revenues from regulatory rate proceedings including amounts ~~resulting~~requested or settled from ~~the settled Arizona~~recent and ongoing general rate ~~case,~~cases or other regulatory proceedings, rates and surcharges, PGA administration and recovery, and other rate adjustments, sufficiency of working capital 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 ~~common~~various financing instruments and stock under the ~~Equity Shelf Program,~~existing at-the-market equity program or otherwise, future dividend increases and the Board’s current target dividend payout ratio, pension and ~~post-retirement~~postretirement benefits, certain ~~benefits~~impacts of tax acts, the effect of any other rate changes or regulatory proceedings, contract or construction change order negotiations, impacts of accounting standard updates, ~~infrastructure replacement mechanisms and the COYL program,~~ statements regarding future gas prices, gas purchase contracts and ~~derivative financial instruments,~~pipeline imbalance charges or claims related thereto, recoverability of regulatory assets, the impact of certain legal proceedings or claims, and the timing and results of future rate hearings, including any ongoing or future general rate cases and other proceedings, and the final resolution for recovery of the CDMI-related amounts and balances in any jurisdiction, and statements regarding pending approvals are forward-looking


~~SOUTHWEST GAS HOLDINGS, INC.~~		~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~		~~September 30, 2017~~

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 impacts of COVID-19 including that which may result from a continued or resumed restriction by government officials or otherwise, including impacts on employment in our territories, impacts related to supply chains, the health impacts to our customers and employees due to the virus or virus variants or efficacy of vaccines, the ability to ~~recover costs through~~collect on customer accounts due to the ~~PGA mechanisms~~suspension or ~~other regulatory assets,~~lifted moratorium on late fees or service disconnection in any or all jurisdictions, the ability of the infrastructure services business to resume or continue work with all customers and the impact of a delay or termination of work as a result thereof, the impacts of future restrictions placed on our business by government regulation or otherwise, the impact of a resurgence of the virus or its variants, and decisions of Centuri customers (including Southwest) as to whether to pursue capital projects due to economic impacts resulting from the pandemic or otherwise, the effects of regulation/deregulation, governmental or regulatory policy regarding pipeline safety, greenhouse gas emissions, natural gas or alternative energy, the regulatory support for ongoing infrastructure programs or expansions, the timing and amount of rate relief, the timing and methods determined by regulators to refund amounts to customers resulting from U.S. tax reform, changes in rate design, variability in volume of gas or transportation service sold to customers, changes in gas procurement practices and prices, impacts of inflation, changes in capital requirements and funding, the impact of credit rating actions and conditions in the capital markets on financing costs, the impact of variable rate indebtedness with or without a discontinuance of LIBOR including in relation to amounts of indebtedness then outstanding, changes in construction expenditures and financing, levels of or changes in operations and maintenance expenses, or other costs, including fuel costs and other costs impacted by inflation or otherwise, geopolitical influences on the business or its costs, effects of pension or other postretirement benefit expense forecasts or plan modifications, accounting changes and regulatory treatment related thereto, currently unresolved and future liability claims and disputes, changes in pipeline capacity for the transportation of gas and related costs, results of Centuri bid work, the impact of weather on Centuri’s operations, projections about acquired business’ earnings or those planned (including accretion within the first twelve months or other periods) and future acquisition-related costs, the timing and magnitude of costs necessary to integrate and stand up newly acquired operations, administration, and systems, and the ability to complete stand-up for MountainWest prior to the expiration of the transition services agreement, the ability to attract, hire, and maintain necessary staff and management for our collective operations, impacts of changes in value of any redeemable noncontrolling interest if at other than fair value, Centuri ~~construction~~utility infrastructure expenses, differences between actual and originally expected outcomes of Centuri bid or other fixed-price construction agreements, outcomes from contract and change order negotiations, ~~and~~ ability to successfully procure new work and impacts from work awarded or failing to be awarded from significant customers (collectively, including from Southwest), the mix of work awarded, the amount of work awarded to Centuri following the lifting of work stoppages or reduction, the ~~recent work stoppage,~~result of productivity inefficiencies from regulatory requirements or otherwise, delays in commissioning individual projects, acquisitions and divestitures and management’s plans related thereto, the ability of management to successfully finance, close, and assimilate acquired businesses, the impact on our stock price or our credit ratings due to undertaking or failing to undertake acquisition activity or other strategic endeavors, the impact on our stock price, costs, or businesses from the stock rights program, actions or disruptions of significant shareholders and costs related thereto, competition, our ability to raise capital in external financings, our ability to continue to remain within


			50


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						June 30, 2022

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 or plans relating to its financing and operating expenses will continue, proceed as planned, or cease to continue in future periods. For additional information on the risks associated with the Company’s business, seeItem 1A. Risk FactorsandItem 7A. Quantitative and Qualitative Disclosures About Market Risk in the Annual Report onForm 10-K for the year ended December 31, ~~2016.~~

2021.

All forward-looking statements in this quarterly report are made as of the date hereof, based on information available to the Company and Southwest as of the date hereof, and the Company ~~assumes~~and Southwest assume 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.~~

~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

SeeItem 7A. Quantitative and Qualitative Disclosures about Market Risk in the ~~2016~~2021 Annual Report on Form10-K filed with the SEC. No material changes have occurred related to the disclosures about market risk.

~~ITEM 4.~~

~~CONTROLS AND PROCEDURES~~

ITEM 4. CONTROLS AND PROCEDURES

Management of Southwest Gas Holdings, Inc. and Southwest Gas Corporation has established disclosure controls and procedures (as defined in Rules13a-15(e) and15d-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 management of each company, including 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 ~~September~~June 30, ~~2017,~~2022, management of 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.~~


~~SOUTHWEST GAS HOLDINGS, INC.~~		~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~		~~September 30, 2017~~

~~There have been no changes in the Company’s internal controls over financial reporting (as defined in Rules13a-15(f)~~ ~~and15d-15(f)~~ ~~of the Exchange Act) during the third quarter of 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 September 30, 2017, management of~~ Southwest Gas Corporation, including the Chief Executive Officer and Chief Financial Officer, ~~believe~~believes the Company’s and Southwest’s disclosure controls and procedures are effective at attaining the level of reasonable assurance noted above.

There have been no changes in the Company’s or Southwest’s internal ~~controls~~control over financial reporting (as defined in Rules13a-15(f) and15d-15(f) of the Exchange Act) during the ~~third~~second quarter of ~~2017~~2022 that have materially affected, or are likely to materially affect ~~Southwest’s~~the Company’s internal ~~controls~~control over financial reporting.

PART ~~II—~~II - OTHER INFORMATION

~~ITEM 1.~~

~~LEGAL PROCEEDINGS~~

ITEM 1. LEGAL PROCEEDINGS

The Company isand Southwest are 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 or Southwest’s financial position or results of operations.

See Contingency withinNote 1 – Background, Organization, and Summary of Significant Accounting Policies for ongoing and dismissed litigation, including litigation filed by certain stockholders and by funds managed by Carl C. Icahn.

ITEM 1A. Described below is a risk factor that we have identified that may have a negative impact on our future financial performance or affect whether we achieve the goals or expectations expressed or implied in any forward-looking statements contained herein. This risk factor supplements, and does not replace, the Risk Factors and other disclosures made in our Annual Report on Form 10-K filed March 1, 2022 and our Quarterly Report on Form 10-Q filed May 10, 2022.

Operational Risks

Challenges relating to current supply chain constraints have negatively impacted Centuri’s work mix and volumes and could adversely impact our results of operations overall.

Due to increased demand across a range of industries, the global supply market for certain customer-provided components, including, but not limited to, electric transformers and gas risers needed to complete customer projects at Centuri, has experienced isolated performance constraint and disruption in recent periods in support of a few customers. This constrained supply environment has adversely affected, and could further affect, customer-provided component availability, lead times and cost, and could increase the likelihood of unexpected cancellations or delays of supply of key components to customers, thereby

~~ITEMS 1A through 3.~~ ~~None.~~
			51

~~ITEM 4.~~	~~MINE SAFETY DISCLOSURES~~~~Not applicable.~~
SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		June 30, 2022

leading to delays in Centuri’s ability to timely deliver projects to customers. In an effort to mitigate these risks, Centuri has redirected efforts to projects whereby the customer has provided necessary materials, but delays in materials and redirecting workforces can lead to inefficiencies in absorption of fixed costs, higher labor costs for teams waiting to be deployed, and delays in pivoting to projects where necessary materials are available. Centuri’s efforts to adapt quickly or redeploy to other projects may fail to reduce the impact of these adverse supply chain conditions on Centuri’s business.

Despite these mitigation efforts, the constrained supply conditions may adversely impact Centuri’s revenues and results of operations. At the same time, increased costs associated with fuel, labor, equipment rental, and other job costs may adversely impact Centuri’s gross margin, profitability, and ability to complete customer projects in a manner consistent with prior periods. The COVID-19 pandemic, labor market, and conflict in Ukraine have also contributed to and exacerbated this strain within and outside the U.S., and there can be no assurance that these impacts on the supply chain will not continue, or worsen, in the future, negatively impacting any of our business segments and their results. The current supply chain challenges could also result in increased use of cash, engineering design changes, and delays in the completion of customer or other capital projects, each of which could adversely impact our business and results of operations for Centuri, Southwest, or MountainWest. In the event these supply chain challenges persist for the foreseeable future, these conditions could adversely impact our results of operations and financial condition over an extended period.

ITEMS 2 through 3. None.

ITEM 4. MINE SAFETY DISCLOSURES Not applicable.

ITEM 5. OTHER INFORMATION None.

~~ITEM 5.~~	~~OTHER INFORMATION~~~~None.~~
			52


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						June 30, 2022

~~ITEM 6.~~

~~EXHIBITS~~

ITEM 6. EXHIBITS

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

Exhibit ~~3(i)~~4.01

—

Amendment No. 1 to ~~Articles of Incorporation of~~Rights Agreement, dated May 9, 2022, between Southwest Gas Holdings, Inc. and Equiniti Trust Company, as Rights Agent . Incor porated herein by reference to Exhibit 4.01 to Form 8-K dated May 10, 2022. File N os. 001-3797 6 and 001-07850.

Exhibit ~~3(ii)~~10.1

—

~~Amended~~Cooperation Agreement, dated as of May 6, 2022, by and ~~Restated Bylaws of~~among the Icahn Group and Southwest Gas Holdings, Inc. Incorporated herein by reference to Exhibit 10.1 to Form 8-K dated May 10, 2022. File N os. 001-37976 and 001-07850.

Exhibit 10.01*

—

~~Centuri 2017 Short-Term Incentive Plan.~~

Exhibit ~~12.01~~10.2 # **

—

~~Computation of Ratios of Earnings to Fixed Charges –~~Severance Agreement and General Release, dated June 6, 2022, by and between John P. Hester, Southwest Gas Holdings, Inc. and Southwest Gas Corporation.

Exhibit ~~31.01~~10.3 # **

—

Amended and Restated Award Agreement for the Centuri Group, Inc. Long-Term Incentive Plan.

Exhibit 31.01#

Section 302 Certifications–Southwest Gas Holdings, Inc.

Exhibit ~~31.02~~31.02#

—

Section 302 Certifications–Southwest Gas ~~Corporation.~~Corporation

Exhibit ~~32.01~~32.01#

—

Section 906 Certifications–Southwest Gas Holdings, Inc.

Exhibit ~~32.02~~32.02#

—

Section 906 Certifications–Southwest Gas ~~Corporation.~~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~~

*	~~Management Incentive Plan~~


Exhibit 101#	-	The following materials from the Quarterly Report on Form 10-Q of Southwest Gas Holdings, Inc. and Southwest Gas Corporation for the quarter ended June 30, 2022, were formatted in Inline XBRL (Extensible Business Reporting Language): (1) Southwest Gas Holdings, Inc. and Subsidiaries Condensed Consolidated Balance Sheets, (ii) Southwest Gas Holdings, Inc. and Subsidiaries Condensed Consolidated Statements of Income, (iii) Southwest Gas Holdings, Inc. and Subsidiaries Condensed Consolidated Statements of Comprehensive Income, (iv) Southwest Gas Holdings, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows, (v) Southwest Gas Holdings, Inc. and Subsidiaries Condensed Consolidated Statements of Equity, (vi) Southwest Gas Corporation and Subsidiaries Condensed Consolidated Balance Sheets, (vii) Southwest Gas Corporation and Subsidiaries Condensed Consolidated Statements of Income, (viii) Southwest Gas Corporation and Subsidiaries Condensed Consolidated Statements of Comprehensive Income, (ix) Southwest Gas Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows, (x) Southwest Gas Corporation and Subsidiaries Condensed Consolidated Statements of Equity. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

104#		Cover Page Interactive Data File (embedded within the Inline XBRL document).

# Filed herewith.

** Management Contract or Compensation Plan


			53


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~September~~June 30, ~~2017~~2022

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 Holdings, Inc.
(Registrant)

~~Date: November 7, 2017~~

Dated: August 9, 2022



/s/ ~~GREGORY J. PETERSON~~ LORI L. COLVIN
~~Gregory J. Peterson~~Lori L. Colvin
Vice President/Controller and Chief Accounting Officer

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)

Dated: August 9, 2022

~~Date: November 7, 2017~~

/s/ LORI L. COLVIN
~~/s/ GREGORY J. PETERSON~~ Lori L. Colvin
~~Gregory J. Peterson~~
Vice President/Controller and Chief Accounting Officer


			54


	SEPTEMBER 30, 2017			DECEMBER 31, 2016
ASSETS
Utility plant:
Gas plant	$	6,440,547		$	6,193,564
Less: accumulated depreciation		(2,218,796	)		(2,172,966	)
Acquisition adjustments, net		81			196
Construction work in progress		164,030			111,177

Net utility plant		4,385,862			4,131,971

Other property and investments		369,303			342,343

Current assets:
Cash and cash equivalents		59,152			28,066
Accounts receivable, net of allowances		301,792			285,145
Accrued utility revenue		34,100			76,200
Income taxes receivable, net		5,462			4,455
Deferred purchased gas costs		6,230			2,608
Prepaids and other current assets		132,182			136,833

Total current assets		538,918			533,307

Noncurrent assets:
Goodwill		147,865			139,983
Deferred income taxes		1,467			1,288
Deferred charges and other assets		411,655			432,234

Total noncurrent assets		560,987			573,505

Total assets	$	5,855,070		$	5,581,126

CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock, $1 par (authorized—60,000,000 shares; issued and outstanding—47,731,840 and 47,482,068 shares)	$	49,362		$	49,112
Additionalpaid-in capital		924,213			903,123
Accumulated other comprehensive income (loss), net		(42,818	)		(48,008	)
Retained earnings		784,934			759,263

Total Southwest Gas Holdings, Inc. equity		1,715,691			1,663,490
Noncontrolling interest		(2,295	)		(2,217	)

Total equity		1,713,396			1,661,273
Redeemable noncontrolling interest		—			22,590
Long-term debt, less current maturities		1,731,981			1,549,983

Total capitalization		3,445,377			3,233,846

Current liabilities:
Current maturities of long-term debt		28,453			50,101
Short-term debt		110,500			—
Accounts payable		159,382			184,669
Customer deposits		70,162			72,296
Income taxes payable		1,543			1,909
Accrued general taxes		48,998			42,921
Accrued interest		24,543			17,939
Deferred purchased gas costs		14,971			90,476
Other current liabilities		197,854			168,064

Total current liabilities		656,406			628,375

Deferred income taxes and other credits:
Deferred income taxes and investment tax credits		894,011			840,653
Accumulated removal costs		312,000			308,000
Other deferred credits and other long-term liabilities		547,276			570,252

Total deferred income taxes and other credits		1,753,287			1,718,905


Total capitalization and liabilities	$	5,855,070		$	5,581,126


	THREE MONTHS ENDED						NINE MONTHS ENDED						TWELVE MONTHS ENDED
	SEPTEMBER 30,						SEPTEMBER 30,						SEPTEMBER 30,
	2017			2016			2017			2016			2017			2016
Operating revenues:
Gas operating revenues	$	213,059		$	200,179		$	935,823		$	980,927		$	1,276,308		$	1,376,388
Construction revenues		380,094			339,790			872,536			838,038			1,173,576			1,127,982

Total operating revenues		593,153			539,969			1,808,359			1,818,965			2,449,884			2,504,370

Operating expenses:
Net cost of gas sold		45,539			39,056			261,839			324,072			334,888			460,836
Operations and maintenance		102,278			102,438			314,488			301,979			414,233			400,222
Depreciation and amortization		58,529			69,845			189,089			217,764			260,457			286,977
Taxes other than income taxes		14,046			12,480			43,325			39,480			56,221			51,810
Construction expenses		342,629			300,611			806,586			757,919			1,073,090			1,009,188

Total operating expenses		563,021			524,430			1,615,327			1,641,214			2,138,889			2,209,033

Operating income		30,132			15,539			193,032			177,751			310,995			295,337

Other income and (expenses):
Net interest deductions		(19,494	)		(18,158	)		(56,863	)		(54,100	)		(76,423	)		(71,884	)
Other income (deductions)		2,876			2,565			8,788			6,756			11,501			10,861

Total other income and (expenses)		(16,618	)		(15,593	)		(48,075	)		(47,344	)		(64,922	)		(61,023	)

Income (loss) before income taxes		13,514			(54	)		144,957			130,407			246,073			234,314
Income tax expense (benefit)		3,094			(2,961	)		47,411			43,046			82,833			80,255

Net income		10,420			2,907			97,546			87,361			163,240			154,059
Net income attributable to noncontrolling interests		216			435			170			500			684			1,079

Net income attributable to Southwest Gas Holdings, Inc.	$	10,204		$	2,472		$	97,376		$	86,861		$	162,556		$	152,980

Basic earnings per share	$	0.21		$	0.05		$	2.05		$	1.83		$	3.42		$	3.22

Diluted earnings per share	$	0.21		$	0.05		$	2.03		$	1.82		$	3.39		$	3.20

Dividends declared per share	$	0.495		$	0.450		$	1.485		$	1.350		$	1.935		$	1.755

Average number of common shares outstanding		47,628			47,481			47,577			47,464			47,553			47,442
Average shares outstanding (assuming dilution)		47,986			47,830			47,912			47,802			47,896			47,787


	NINE MONTHS ENDED						TWELVE MONTHS ENDED
	SEPTEMBER 30						SEPTEMBER 30
	2017			2016			2017			2016
CASH FLOW FROM OPERATING ACTIVITIES:
Net income	$	97,546		$	87,361		$	163,240		$	154,059
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		189,089			217,764			260,457			286,977
Deferred income taxes		49,409			43,702			74,439			86,526
Changes in current assets and liabilities:
Accounts receivable, net of allowances		(15,330	)		28,531			(13,765	)		(17,889	)
Accrued utility revenue		42,100			41,700			(1,100	)		(800	)
Deferred purchased gas costs		(79,127	)		81,389			(114,658	)		79,460
Accounts payable		(26,771	)		(24,942	)		19,866			10,445
Accrued taxes		4,689			(7,055	)		38,084			(11,033	)
Other current assets and liabilities		43,044			12,022			3,590			22,034
Gains on sale		(1,452	)		(4,117	)		(4,483	)		(4,200	)
Changes in undistributed stock compensation		9,199			4,347			10,308			5,142
AFUDC		(2,077	)		(1,893	)		(2,473	)		(2,890	)
Changes in other assets and deferred charges		(14,470	)		3,926			(1,436	)		4,183
Changes in other liabilities and deferred credits		3,395			(4,813	)		(10,239	)		702

Net cash provided by operating activities		299,244			477,922			421,830			612,716

CASH FLOW FROM INVESTING ACTIVITIES:
Construction expenditures and property additions		(449,998	)		(404,388	)		(575,141	)		(555,819	)
Acquisition of businesses, net of cash acquired		—			(17,000	)		—			(17,000	)
Changes in customer advances		(1,951	)		5,445			504			9,445
Miscellaneous inflows		9,160			7,965			14,234			4,726

Net cash used in investing activities		(442,789	)		(407,978	)		(560,403	)		(558,648	)

CASH FLOW FROM FINANCING ACTIVITIES:
Issuance of common stock, net		11,563			530			11,505			507
Dividends paid		(68,503	)		(61,950	)		(89,870	)		(81,138	)
Centuri distribution to redeemable noncontrolling interest		(204	)		(99	)		(544	)		(198	)
Issuance of long-term debt, net		104,308			408,946			119,308			420,946
Retirement of long-term debt		(100,240	)		(196,351	)		(159,162	)		(240,999	)
Change in credit facility and commercial paper		145,000			(150,000	)		150,000			(97,000	)
Change in short-term debt		110,500			(18,000	)		110,500			—
Principal payments on capital lease obligations		(796	)		(1,125	)		(1,025	)		(1,449	)
Redemption of Centuri shares from noncontrolling parties		(23,000	)		—			(23,000	)		—
Withholding remittance—share-based compensation		(3,176	)		(2,119	)		(3,176	)		(2,164	)
Other		(1,104	)		(605	)		(2,068	)		(60	)

Net cash provided by (used in) financing activities		174,348			(20,773	)		112,468			(1,555	)

Effects of currency translation on cash and cash equivalents		283			(14	)		103			(318	)

Change in cash and cash equivalents		31,086			49,157			(26,002	)		52,195
Cash and cash equivalents at beginning of period		28,066			35,997			85,154			32,959

Cash and cash equivalents at end of period	$	59,152		$	85,154		$	59,152		$	85,154

Supplemental information:
Interest paid, net of amounts capitalized	$	45,771		$	47,134		$	66,077		$	68,445
Income taxes paid (received)		3,687			6,530			(21,875	)		9,899


	SEPTEMBER 30,			DECEMBER 31,
	2017			2016
ASSETS
Utility plant:
Gas plant	$	6,440,547		$	6,193,564
Less: accumulated depreciation		(2,218,796	)		(2,172,966	)
Acquisition adjustments, net		81			196
Construction work in progress		164,030			111,177

Net utility plant		4,385,862			4,131,971

Other property and investments		115,841			108,569

Current assets:
Cash and cash equivalents		46,467			19,024
Accounts receivable, net of allowances		68,028			111,845
Accrued utility revenue		34,100			76,200
Income taxes receivable, net		6,440			4,455
Deferred purchased gas costs		6,230			2,608
Prepaids and other current assets		118,587			126,363

Total current assets		279,852			340,495

Noncurrent assets:
Goodwill		10,095			10,095
Deferred charges and other assets		393,942			410,625
Discontinued operations—construction services—assets		—			579,371

Total noncurrent assets		404,037			1,000,091

Total assets	$	5,185,592		$	5,581,126

CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock	$	49,112		$	49,112
Additionalpaid-in capital		917,581			897,346
Accumulated other comprehensive income (loss), net		(42,299	)		(45,639	)
Retained earnings		606,007			767,061

Total Southwest Gas Corporation equity		1,530,401			1,667,880
Discontinued operations—construction servicesnon-owner equity		—			15,983
Long-term debt, less current maturities		1,520,790			1,375,080

Total capitalization		3,051,191			3,058,943

Current liabilities:
Current maturities of long-term debt		—			25,000
Short-term debt		83,000			—
Accounts payable		92,257			138,229
Customer deposits		70,162			72,296
Accrued general taxes		48,998			42,921
Accrued interest		24,406			17,395
Deferred purchased gas costs		14,971			90,476
Payable to parent		2,560			—
Other current liabilities		109,705			95,999

Total current liabilities		446,059			482,316

Deferred income taxes and other credits:
Deferred income taxes and investment tax credits, net		853,682			806,109
Accumulated removal costs		312,000			308,000
Other deferred credits and other long-term liabilities		522,660			545,143
Discontinued operations—construction services—liabilities		—			380,615

Total deferred income taxes and other credits		1,688,342			2,039,867

Total capitalization and liabilities	$	5,185,592		$	5,581,126


(In thousands of dollars)	Natural Gas Operations		Construction Services		Consolidated
December 31, 2016	$	10,095	$	129,888	$	139,983
Foreign currency translation adjustment		—		7,882		7,882

September 30, 2017	$	10,095	$	137,770	$	147,865


	September 30, 2017			December 31, 2016
Centuri property and equipment	$	493,599		$	451,114
Centuri accumulated provision for depreciation and amortization		(251,831	)		(228,374	)
Net cash surrender value of COLI policies		114,052			106,744
Other property		13,483			12,859

Total	$	369,303		$	342,343


	Qualified Retirement Plan
	Period Ended September 30,
	Three Months						Nine Months						Twelve Months
	2017			2016			2017			2016			2017			2016
(Thousands of dollars)
Service cost	$	5,848		$	5,708		$	17,544		$	17,125		$	23,252		$	23,406
Interest cost		11,520			11,507			34,561			34,520			46,068			45,577
Expected return on plan assets		(13,799	)		(14,140	)		(41,397	)		(42,419	)		(55,536	)		(56,871	)
Amortization of net actuarial loss		6,001			6,317			18,003			18,950			24,319			27,136

Net periodic benefit cost	$	9,570		$	9,392		$	28,711		$	28,176		$	38,103		$	39,248


	SERP
	Period Ended September 30,
	Three Months						Nine Months						Twelve Months
	2017			2016			2017			2016			2017			2016
(Thousands of dollars)
Service cost	$	77		$	83		$	232		$	248		$	315		$	328
Interest cost		471			464			1,413			1,394			1,878			1,818
Amortization of net actuarial loss		361			346			1,081			1,038			1,426			1,361

Net periodic benefit cost	$	909		$	893		$	2,726		$	2,680		$	3,619		$	3,507


	PBOP
	Period Ended September 30,
	Three Months						Nine Months						Twelve Months
	2017			2016			2017			2016			2017			2016
(Thousands of dollars)
Service cost	$	367		$	375		$	1,101		$	1,124		$	1,476		$	1,534
Interest cost		808			795			2,424			2,386			3,218			3,136
Expected return on plan assets		(839	)		(787	)		(2,518	)		(2,362	)		(3,305	)		(3,228	)
Amortization of prior service costs		333			333			1,001			1,001			1,335			1,335
Amortization of net actuarial loss		—			104			—			312			105			398

Net periodic benefit cost	$	669		$	820		$	2,008		$	2,461		$	2,829		$	3,175


	September 30, 2017		December 31, 2016
Contract notional amounts		10,936		10,543


September 30, 2017 Instrument	Balance Sheet Location	Asset Derivatives		Liability Derivatives			Net Total
Swaps	Prepaids and other current assets	$	56	$	(22	)	$	34
Swaps	Other current liabilities		27		(1,899	)		(1,872	)
Swaps	Other deferred credits		1		(768	)		(767	)

Total		$	84	$	(2,689	)	$	(2,605	)


December 31, 2016 Instrument	Balance Sheet Location	Asset Derivatives		Liability Derivatives			Net Total
Swaps	Deferred charges and other assets	$	899	$	(54	)	$	845
Swaps	Prepaids and other current assets		3,551		(19	)		3,532

Total		$	4,450	$	(73	)	$	4,377


September 30, 2017 Instrument	Balance Sheet Location	Net Total
Swaps	Other current liabilities	$	(34	)
Swaps	Prepaids and other current assets		1,872
Swaps	Deferred charges and other assets		767

December 31, 2016 Instrument	Balance Sheet Location	Net Total
Swaps	Other deferred credits	$	(845	)
Swaps	Other current liabilities		(3,532	)


	September 30, 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		$	130,325	$	125,000		$	129,703
Notes, 6.1%, due 2041		125,000			154,434		125,000			149,734
Notes, 3.875%, due 2022		250,000			258,943		250,000			254,900
Notes, 4.875%, due 2043		250,000			275,168		250,000			266,793
Notes, 3.8%, due 2046		300,000			292,578		300,000			283,029
8% Series, due 2026		75,000			97,218		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			29,174		25,000			29,290
Medium-term notes, 7.92% series, due 2027		25,000			31,964		25,000			31,905
Medium-term notes, 6.76% series, due 2027		7,500			8,920		7,500			8,769
Unamortized discount and debt issuance costs		(9,498	)				(9,931	)

		1,173,002					1,197,569

Revolving credit facility and commercial paper		150,000			150,000		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		(2,212	)				(2,489	)

		197,788					197,511

Less: current maturities		—					(25,000	)

Long-term debt, less current maturities - Southwest Gas Corporation	$	1,520,790				$	1,375,080

Centuri:
Centuri term loan facility	$	107,250			107,403	$	106,700			106,819
Unamortized debt issuance costs		(383	)				(516	)

		106,867					106,184
Centuri secured revolving credit facility		81,250			81,402		41,185			41,292
Centuri other debt obligations		51,527			51,978		52,635			52,840
Less: current maturities		(28,453	)				(25,101	)

Long-term debt, less current maturities - Centuri	$	211,191				$	174,903

Consolidated Southwest Gas Holdings, Inc.:
Southwest Gas Corporation long-term debt	$	1,520,790				$	1,400,080
Centuri long-term debt		239,644					200,004
Less: current maturities		(28,453	)				(50,101	)

Long-term debt, less current maturities - Southwest Gas Holdings, Inc.	$	1,731,981				$	1,549,983


	Southwest Gas Holdings, Inc. Equity
							Accumulated												Redeemable
					Additional		Other						Non-						Noncontrolling
	Common Stock				Paid-in		Comprehensive			Retained			controlling						Interest
(In thousands, except per share amounts)	Shares		Amount		Capital		Income (Loss)			Earnings			Interest			Total			(Temporary Equity)
DECEMBER 31, 2016		47,482	$	49,112	$	903,123	$	(48,008	)	$	759,263		$	(2,217	)	$	1,661,273		$	22,590
Common stock issuances		250		250		21,090											21,340
Net income (loss)											97,376			(78	)		97,298			248
Redemption value adjustments											(355	)					(355	)		355
Foreign currency exchange translation adj.								1,850									1,850			11
Redemption of Centuri shares from noncontrolling parties																				(23,000	)
Other comprehensive income (loss):
Net actuarial gain (loss) arising during period, less amortization of unamortized benefit plan cost, net of tax								1,786									1,786
Amounts reclassified to net income, net of tax (FSIRS)								1,554									1,554
Centuri dividend to redeemable noncontrolling interest																				(204	)
Dividends declared
Common: $1.485 per share											(71,350	)					(71,350	)

SEPTEMBER 30, 2017		47,732	$	49,362	$	924,213	$	(42,818	)	$	784,934		$	(2,295	)	$	1,713,396		$	—


	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											82,436			82,436
Other comprehensive income (loss):
Net actuarial gain (loss) arising during period, less amortization of unamortized benefit plan cost, net of tax								1,786						1,786
Amounts reclassified to net income, net of tax (FSIRS)								1,554						1,554
Distribution to Southwest Gas Holdings, Inc. investment in discontinued operations											(182,773	)		(182,773	)
Stock-based compensation (a)						8,576					(587	)		7,989
Dividends declared to Southwest Gas Holdings, Inc.											(60,130	)		(60,130	)
Contributions from Southwest Gas Holdings, Inc.						11,659								11,659

SEPTEMBER 30, 2017		47,482	$	49,112	$	917,581	$	(42,299	)	$	606,007		$	1,530,401


	Three Months Ended September 30, 2017									Three Months Ended September 30, 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	$	333		$	(126	)	$	207		$	333		$	(126	)	$	207
Amortization of net actuarial (gain)/loss		6,362			(2,418	)		3,944			6,767			(2,571	)		4,196
Regulatory adjustment		(5,734	)		2,179			(3,555	)		(6,122	)		2,326			(3,796	)

Pension plans other comprehensive income (loss)		961			(365	)		596			978			(371	)		607
FSIRS (designated hedging activities):
Amounts reclassifed into net income		835			(317	)		518			835			(317	)		518

FSIRS other comprehensive income		835			(317	)		518			835			(317	)		518

Total other comprehensive income (loss) - Southwest Gas Corporation		1,796			(682	)		1,114			1,813			(688	)		1,125

Foreign currency translation adjustments:
Translation adjustments		1,012			—			1,012			(238	)		—			(238	)

Foreign currency other comprehensive income (loss)		1,012			—			1,012			(238	)		—			(238	)

Total other comprehensive income (loss) - Southwest Gas Holdings, Inc.	$	2,808		$	(682	)	$	2,126		$	1,575		$	(688	)	$	887


	Nine Months Ended September 30, 2017									Nine Months Ended September 30, 2017
	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	$	1,001		$	(380	)	$	621		$	1,001		$	(380	)	$	621
Amortization of net actuarial (gain)/loss		19,084			(7,252	)		11,832			20,300			(7,714	)		12,586
Regulatory adjustment		(17,204	)		6,537			(10,667	)		(18,368	)		6,980			(11,388	)

Pension plans other comprehensive income (loss)		2,881			(1,095	)		1,786			2,933			(1,114	)		1,819
FSIRS (designated hedging activities):
Amounts reclassifed into net income		2,507			(953	)		1,554			2,508			(952	)		1,556

FSIRS other comprehensive income		2,507			(953	)		1,554			2,508			(952	)		1,556

Total other comprehensive income (loss)—Southwest Gas Corporation		5,388			(2,048	)		3,340			5,441			(2,066	)		3,375

Foreign currency translation adjustments:
Translation adjustments		1,861			—			1,861			614			—			614

Foreign currency other comprehensive income (loss)		1,861			—			1,861			614			—			614

Total other comprehensive income (loss)	$	7,249		$	(2,048	)	$	5,201		$	6,055		$	(2,066	)	$	3,989


	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)		—			—			—			2,507			(953	)		1,554			1,554
Amortization of prior service cost (6)		1,001			(380	)		621			—			—			—			621
Amortization of net actuarial loss (6)		19,084			(7,252	)		11,832			—			—			—			11,832
Regulatory adjustment (7)		(17,204	)		6,537			(10,667	)		—			—			—			(10,667	)

Net current period other comprehensive income (loss) attributable to Southwest Gas Corporation		2,881			(1,095	)		1,786			2,507			(953	)		1,554			3,340

Ending Balance AOCI September 30, 2017	$	(54,732	)	$	20,798		$	(33,934	)	$	(13,492	)	$	5,127		$	(8,365	)	$	(42,299	)


	September 30, 2017			December 31, 2016
Net actuarial (loss) gain	$	(411,889	)	$	(430,973	)
Prior service cost		(4,702	)		(5,703	)
Less: amount recognized in regulatory assets		361,859			379,063

Recognized in AOCI	$	(54,732	)	$	(57,613	)


	Redeemable Noncontrolling Interest
(Thousands of dollars):
Balance, December 31, 2016	$	22,590
Net income attributable to redeemable noncontrolling interest		248
Foreign currency exchange translation adjustment		11
Centuri dividend to redeemable noncontrolling interest		(204	)
Adjustment to redemption value		355
Redemption of Centuri shares from noncontrolling parties		(23,000	)

Balance, September 30, 2017	$	—


(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 servicesnon-owner equity	$	15,983


	Three		Nine		Twelve		Twelve
	Months Ended		Months Ended		Months Ended		Months Ended
(Thousands of dollars)	September 30, 2016		September 30, 2016		September 30, 2017		September 30, 2016
Construction revenues	$	339,790	$	838,038	$	301,040	$	1,127,982
Operating expenses:
Construction expenses		300,611		757,919		266,504		1,009,188
Depreciation and amortization		13,409		43,351		12,318		58,368

Operating income		25,770		36,768		22,218		60,426
Other income (deductions)		44		44		1,149		1,246
Net interest deductions		1,794		4,945		1,718		6,738

Income before income taxes		24,020		31,867		21,649		54,934
Income tax expense		8,708		12,042		7,842		20,711

Net income		15,312		19,825		13,807		34,223
Net income attributable to noncontrolling interests		435		500		514		1,079

Discontinued operations - construction services - net income	$	14,877	$	19,325	$	13,293	$	33,144


	Period Ended June 30,
	Three Months				Six Months				Twelve Months
(In thousands, except per share amounts)	2022		2021		2022		2021		2022		2021
Contribution to net income
Natural gas distribution	$	(2,266)	$	11,413	$	109,529	$	130,128	$	166,536	$	193,705
Utility infrastructure services	4,741		15,116		(18,745)		14,257		7,418		73,056
Pipeline and storage	15,076		—		32,006		—		32,006		—
Corporate and administrative	(24,126)		(1,410)		(33,187)		(1,973)		(57,990)		(2,532)
Net income (loss)	$	(6,575)	$	25,119	$	89,603	$	142,412	$	147,970	$	264,229

Weighted average common shares	67,045		58,607		63,909		58,106		62,022		57,348
Basic earnings (loss) per share
Consolidated	$	(0.10)	$	0.43	$	1.40	$	2.45	$	2.39	$	4.61

Natural Gas Distribution
Reconciliation of Gross Margin to Operating Margin (Non-GAAP measure)
Utility Gross Margin	$	99,637	$	96,353	$	333,519	$	329,509	$	574,335	$	560,572
Plus:
Operations and maintenance (excluding Admin. & General) expense	75,721		62,316		149,143		126,373		289,930		248,719
Depreciation and amortization expense	55,930		57,631		128,044		126,329		255,113		243,701
Operating margin	$	231,288	$	216,300	$	610,706	$	582,211	$	1,119,378	$	1,052,992


	Three Months Ended September 30,
	2017			2016
	(Thousands of dollars)
Gas operating revenues	$	213,059		$	200,179
Net cost of gas sold		45,539			39,056

Operating margin		167,520			161,123
Operations and maintenance expense		102,215			102,438
Depreciation and amortization		46,194			56,436
Taxes other than income taxes		14,046			12,480

Operating income (loss)		5,065			(10,231	)
Other income (deductions)		3,081			2,521
Net interest deductions		17,421			16,364

Income (loss) before income taxes		(9,275	)		(24,074	)
Income tax expense (benefit)		(5,251	)		(11,669	)

Contribution to consolidated net income (loss)	$	(4,024	)	$	(12,405	)


	Nine Months Ended September 30,
	2017		2016
	(Thousands of dollars)
Gas operating revenues	$	935,823	$	980,927
Net cost of gas sold		261,839		324,072

Operating margin		673,984		656,855
Operations and maintenance expense		313,395		301,979
Depreciation and amortization		153,643		174,413
Taxes other than income taxes		43,325		39,480

Operating income		163,621		140,983
Other income (deductions)		8,744		6,712
Net interest deductions		51,622		49,155

Income before income taxes		120,743		98,540
Income tax expense		38,307		31,004

Contribution to consolidated net income	$	82,436	$	67,536


	Twelve Months Ended September 30,
	2017		2016
	(Thousands of dollars)
Gas operating revenues	$	1,276,308	$	1,376,388
Net cost of gas sold		334,888		460,836

Operating margin		941,420		915,552
Operations and maintenance expense		413,140		400,222
Depreciation and amortization		212,693		228,609
Taxes other than income taxes		56,221		51,810

Operating income		259,366		234,911
Other income (deductions)		10,308		9,615
Net interest deductions		69,464		65,146

Income before income taxes		200,210		179,380
Income tax expense		65,887		59,544

Contribution to consolidated net income	$	134,323	$	119,836


	Nine Months Ended September 30,
	2017		2016
	(Thousands of dollars)
Construction revenues	$	872,536	$	838,038
Operating expenses:
Construction expenses		806,586		757,919
Depreciation and amortization		35,446		43,351

Operating income		30,504		36,768
Other income (deductions)		38		44
Net interest deductions		5,095		4,945

Income before income taxes		25,447		31,867
Income tax expense		9,560		12,042

Net income		15,887		19,825
Net income attributable to noncontrolling interests		170		500

Contribution to consolidated net income attributable to Centuri	$	15,717	$	19,325


	Twelve Months Ended September 30,
	2017		2016
	(Thousands of dollars)
Construction revenues	$	1,173,576	$	1,127,982
Operating expenses:
Construction expenses		1,073,090		1,009,188
Depreciation and amortization		47,764		58,368

Operating income		52,722		60,426
Other income (deductions)		1,187		1,246
Net interest deductions		6,813		6,738

Income before income taxes		47,096		54,934
Income tax expense		17,402		20,711

Net income		29,694		34,223
Net income attributable to noncontrolling interests		684		1,079

Contribution to consolidated net income attributable to Centuri	$	29,010	$	33,144


	For the Twelve Months Ended
	September 30, 2017		December 31, 2016
Ratio of earnings to fixed charges		3.50		3.46