UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q


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

For the quarterly period ended ~~June 30, 2020~~March 31, 2021


☐			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.

Delaware

81-3881866

~~5241 Spring Mountain Road~~8360 S. Durango Drive

Post Office Box 98510

Las Vegas,

Nevada

89193-8510

(702)

876-7237

1-7850

Southwest Gas Corporation

California

88-0085720

~~5241 Spring Mountain Road~~8360 S. Durango Drive

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

Indicate by check mark whether each registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that each registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether each registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-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 Rule 12b-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, ~~55,914,516~~58,001,396 shares as of ~~July 31, 2020.~~April 30, 2021.

All of the outstanding shares of common stock ($1 par value) of Southwest Gas Corporation were held by Southwest Gas Holdings, Inc. as of ~~July 31, 2020.~~April 30, 2021.

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


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2020~~March 31, 2021

FILING FORMAT

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

Part I—Financial information in this Quarterly Report on Form 10-Q includes separate financial statements (i.e., balance sheets, statements of income, statements of comprehensive income, statements of cash flows, and statements of 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						~~June 30, 2020~~March 31, 2021

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)


		June 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
ASSETS	ASSETS					ASSETS
Utility plant:	Utility plant:					Utility plant:
Gas plant	Gas plant	$	8,086,597	$	7,813,221	Gas plant	$	8,479,295	$	8,384,000
Less: accumulated depreciation	Less: accumulated depreciation	(2,367,836)		(2,313,050)		Less: accumulated depreciation	(2,453,924)		(2,419,348)
Construction work in progress	Construction work in progress	217,616		185,026		Construction work in progress	215,395		211,429
Net utility plant	Net utility plant	5,936,377		5,685,197		Net utility plant	6,240,766		6,176,081
Other property and investments	Other property and investments	809,111		784,173		Other property and investments	842,672		834,245
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	199,591		49,539		Cash and cash equivalents	92,345		83,352
Accounts receivable, net of allowances	Accounts receivable, net of allowances	480,077		474,097		Accounts receivable, net of allowances	479,184		522,172
Accrued utility revenue	Accrued utility revenue	35,800		79,100		Accrued utility revenue	50,500		82,400
Income taxes receivable, net	Income taxes receivable, net	4,077		31,751		Income taxes receivable, net	6,523		10,884
Deferred purchased gas costs	Deferred purchased gas costs	—		44,412		Deferred purchased gas costs	238,886		2,053
Prepaid and other current assets	Prepaid and other current assets	147,655		180,957		Prepaid and other current assets	133,466		170,152
Total current assets	Total current assets	867,200		859,856		Total current assets	1,000,904		871,013
Noncurrent assets:	Noncurrent assets:					Noncurrent assets:
Goodwill	Goodwill	337,978		343,023		Goodwill	346,553		345,184

Deferred income taxes	Deferred income taxes	632		856		Deferred income taxes	563		455
Deferred charges and other assets	Deferred charges and other assets	474,737		496,943		Deferred charges and other assets	497,187		508,875
Total noncurrent assets	Total noncurrent assets	813,347		840,822		Total noncurrent assets	844,303		854,514
Total assets	Total assets	$	8,426,035	$	8,170,048	Total assets	$	8,928,645	$	8,735,853
CAPITALIZATION AND LIABILITIES	CAPITALIZATION AND LIABILITIES					CAPITALIZATION AND LIABILITIES
Capitalization:	Capitalization:					Capitalization:
Common stock, $1 par (authorized - 120,000,000 shares; issued and outstanding - 55,909,903 and 55,007,433 shares)		$	57,540	$	56,637
Common stock, $1 par (authorized - 120,000,000 shares; issued and outstanding - 57,995,563 and 57,192,925 shares)						Common stock, $1 par (authorized - 120,000,000 shares; issued and outstanding - 57,995,563 and 57,192,925 shares)	$	59,625	$	58,823
Additional paid-in capital	Additional paid-in capital	1,523,630		1,466,937		Additional paid-in capital	1,660,108		1,609,155
Accumulated other comprehensive loss, net	Accumulated other comprehensive loss, net	(55,617)		(56,732)		Accumulated other comprehensive loss, net	(58,388)		(61,003)
Retained earnings	Retained earnings	1,085,742		1,039,072		Retained earnings	1,112,377		1,067,978
Total equity	Total equity	2,611,295		2,505,914		Total equity	2,773,722		2,674,953
Redeemable noncontrolling interest	Redeemable noncontrolling interest	86,921		84,542		Redeemable noncontrolling interest	205,286		165,716
Long-term debt, less current maturities	Long-term debt, less current maturities	2,639,317		2,300,482		Long-term debt, less current maturities	2,696,570		2,732,200
Total capitalization	Total capitalization	5,337,533		4,890,938		Total capitalization	5,675,578		5,572,869
Current liabilities:	Current liabilities:					Current liabilities:
Current maturities of long-term debt	Current maturities of long-term debt	171,668		163,512		Current maturities of long-term debt	67,334		40,433
Short-term debt	Short-term debt	58,000		211,000		Short-term debt	310,000		107,000
Accounts payable	Accounts payable	189,373		238,921		Accounts payable	182,805		231,301
Customer deposits	Customer deposits	69,898		69,165		Customer deposits	67,121		67,920
Income taxes payable, net	Income taxes payable, net	—		2,069		Income taxes payable, net	19,356		12,556
Accrued general taxes	Accrued general taxes	48,220		48,160		Accrued general taxes	72,103		48,640
Accrued interest	Accrued interest	21,525		21,329		Accrued interest	34,571		20,536
Deferred purchased gas costs	Deferred purchased gas costs	69,938		60,755		Deferred purchased gas costs	0		54,636
Other current liabilities	Other current liabilities	289,395		264,950		Other current liabilities	282,745		328,945
Total current liabilities	Total current liabilities	918,017		1,079,861		Total current liabilities	1,036,035		911,967
Deferred income taxes and other credits:	Deferred income taxes and other credits:					Deferred income taxes and other credits:
Deferred income taxes and investment tax credits, net	Deferred income taxes and investment tax credits, net	631,388		599,840		Deferred income taxes and investment tax credits, net	671,574		647,453
Accumulated removal costs	Accumulated removal costs	401,000		395,000		Accumulated removal costs	407,000		404,000
Other deferred credits and other long-term liabilities	Other deferred credits and other long-term liabilities	1,138,097		1,204,409		Other deferred credits and other long-term liabilities	1,138,458		1,199,564
Total deferred income taxes and other credits	Total deferred income taxes and other credits	2,170,485		2,199,249		Total deferred income taxes and other credits	2,217,032		2,251,017
Total capitalization and liabilities	Total capitalization and liabilities	$	8,426,035	$	8,170,048	Total capitalization and liabilities	$	8,928,645	$	8,735,853

The accompanying notes are an integral part of these statements.


			3


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2020~~March 31, 2021

SOUTHWEST GAS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)


		Three Months Ended June 30,						Six Months Ended June 30,							Twelve Months Ended June 30,					Three Months Ended March 31,					Twelve Months Ended March 31,
		2020		2019		2020		2019		2020		2019				2021		2020			2021		2020
Operating revenues:	Operating revenues:													Operating revenues:
Gas operating revenues	Gas operating revenues	$	262,434	$	258,711	$	765,261	$	779,388	$	1,354,812	$	1,367,124	Gas operating revenues		$	521,932	$	502,827		$	1,369,690	$	1,351,089
Utility infrastructure services revenues	Utility infrastructure services revenues	494,813		454,300		828,306		767,162		1,812,122		1,634,226		Utility infrastructure services revenues		363,975		333,493			1,978,770		1,771,609
Total operating revenues	Total operating revenues	757,247		713,011		1,593,567		1,546,550		3,166,934		3,001,350		Total operating revenues		885,907		836,320			3,348,460		3,122,698
Operating expenses:	Operating expenses:													Operating expenses:
Net cost of gas sold	Net cost of gas sold	67,473		65,182		228,294		257,786		355,672		407,976		Net cost of gas sold		156,021		160,821			338,037		353,381
Operations and maintenance	Operations and maintenance	99,419		105,293		203,200		211,538		415,812		410,145		Operations and maintenance		106,690		103,781			411,025		421,686
Depreciation and amortization	Depreciation and amortization	77,217		70,342		164,870		147,881		320,226		273,308		Depreciation and amortization		93,442		87,653			337,816		313,351
Taxes other than income taxes	Taxes other than income taxes	15,342		15,126		31,720		31,332		62,716		61,307		Taxes other than income taxes		20,687		16,378			67,769		62,500
Utility infrastructure services expenses	Utility infrastructure services expenses	430,224		402,199		749,538		702,664		1,620,101		1,478,730		Utility infrastructure services expenses		335,614		319,314			1,745,729		1,592,076
Total operating expenses	Total operating expenses	689,675		658,142		1,377,622		1,351,201		2,774,527		2,631,466		Total operating expenses		712,454		687,947			2,900,376		2,742,994
Operating income	Operating income	67,572		54,869		215,945		195,349		392,407		369,884		Operating income		173,453		148,373			448,084		379,704
Other income and (expenses):	Other income and (expenses):													Other income and (expenses):
Net interest deductions	Net interest deductions	(26,450)		(26,831)		(54,830)		(53,228)		(110,828)		(103,616)		Net interest deductions		(23,964)		(28,380)			(107,061)		(111,209)
Other income (deductions)	Other income (deductions)	7,925		1,146		(12,845)		7,985		(10,745)		(2,401)		Other income (deductions)		448		(20,770)			14,429		(17,524)
Total other income and (expenses)	Total other income and (expenses)	(18,525)		(25,685)		(67,675)		(45,243)		(121,573)		(106,017)		Total other income and (expenses)		(23,516)		(49,150)			(92,632)		(128,733)
Income before income taxes	Income before income taxes	49,047		29,184		148,270		150,106		270,834		263,867		Income before income taxes		149,937		99,223			355,452		250,971
Income tax expense	Income tax expense	9,166		6,352		35,384		31,890		59,517		63,844		Income tax expense		31,092		26,218			70,627		56,703
Net income	Net income	39,881		22,832		112,886		118,216		211,317		200,023		Net income		118,845		73,005			284,825		194,268
Net income attributable to noncontrolling interests		1,916		776		2,379		1,351		3,739		1,523
Net income attributable to noncontrolling interest														Net income attributable to noncontrolling interest		1,552		463			7,750		2,599
Net income attributable to Southwest Gas Holdings, Inc.	Net income attributable to Southwest Gas Holdings, Inc.	$	37,965	$	22,056	$	110,507	$	116,865	$	207,578	$	198,500	Net income attributable to Southwest Gas Holdings, Inc.		$	117,293	$	72,542		$	277,075	$	191,669
Earnings per share:	Earnings per share:													Earnings per share:
Basic	Basic	$	0.68	$	0.41	$	2.00	$	2.18	$	3.77	$	3.82	Basic		$	2.04	$	1.31		$	4.90	$	3.50
Diluted	Diluted	$	0.68	$	0.41	$	1.99	$	2.18	$	3.76	$	3.82	Diluted		$	2.03	$	1.31		$	4.89	$	3.50
Weighted average shares:	Weighted average shares:													Weighted average shares:
Basic	Basic	55,462		53,935		55,386		53,654		55,105		51,914		Basic		57,600		55,310			56,564		54,726
Diluted	Diluted	55,532		54,003		55,448		53,716		55,171		51,977		Diluted		57,679		55,363			56,649		54,792

The accompanying notes are an integral part of these statements.


			4


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2020~~March 31, 2021

SOUTHWEST GAS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Thousands of dollars)

(Unaudited)


		Three Months Ended June 30,						Six Months Ended June 30,							Twelve Months Ended June 30,					Three Months Ended March 31,					Twelve Months Ended March 31,
		2020		2019		2020		2019		2020		2019				2021		2020			2021		2020
Net income	Net income	$	39,881	$	22,832	$	112,886	$	118,216	$	211,317	$	200,023	Net income		$	118,845	$	73,005		$	284,825	$	194,268
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax													Other comprehensive income (loss), net of tax
Defined benefit pension plans:	Defined benefit pension plans:													Defined benefit pension plans:
Net actuarial loss	Net actuarial loss	—		—		—		—		(54,026)		(15,524)		Net actuarial loss		0		0			(43,730)		(54,026)
Amortization of prior service cost	Amortization of prior service cost	220		242		440		483		923		990		Amortization of prior service cost		182		220			840		945
Amortization of net actuarial loss	Amortization of net actuarial loss	7,187		4,441		14,375		8,883		23,258		21,658		Amortization of net actuarial loss		8,474		7,188			30,037		20,513
Prior service cost	Prior service cost	—		—		—		—		(1,426)		—		Prior service cost		0		0			0		(1,426)
Regulatory adjustment	Regulatory adjustment	(6,380)		(4,064)		(12,760)		(8,128)		23,445		(2,895)		Regulatory adjustment		(7,277)		(6,380)			4,753		25,760
Net defined benefit pension plans	Net defined benefit pension plans	1,027		619		2,055		1,238		(7,826)		4,229		Net defined benefit pension plans		1,379		1,028			(8,100)		(8,234)
Forward-starting interest rate swaps (“FSIRS”):	Forward-starting interest rate swaps (“FSIRS”):													Forward-starting interest rate swaps (“FSIRS”):
Amounts reclassified into net income	Amounts reclassified into net income	635		636		1,271		1,271		2,541		2,541		Amounts reclassified into net income		413		636			2,244		2,542
Net forward-starting interest rate swaps	Net forward-starting interest rate swaps	635		636		1,271		1,271		2,541		2,541		Net forward-starting interest rate swaps		413		636			2,244		2,542
Foreign currency translation adjustments	Foreign currency translation adjustments	1,794		787		(2,211)		1,578		(1,751)		169		Foreign currency translation adjustments		823		(4,005)			6,541		(2,758)
Total other comprehensive income (loss), net of tax	Total other comprehensive income (loss), net of tax	3,456		2,042		1,115		4,087		(7,036)		6,939		Total other comprehensive income (loss), net of tax		2,615		(2,341)			685		(8,450)
Comprehensive income	Comprehensive income	43,337		24,874		114,001		122,303		204,281		206,962		Comprehensive income		121,460		70,664			285,510		185,818
Comprehensive income attributable to noncontrolling interests		1,916		776		2,379		1,351		3,739		1,523
Comprehensive income attributable to noncontrolling interest														Comprehensive income attributable to noncontrolling interest		1,552		463			7,750		2,599
Comprehensive income attributable to Southwest Gas Holdings, Inc.	Comprehensive income attributable to Southwest Gas Holdings, Inc.	$	41,421	$	24,098	$	111,622	$	120,952	$	200,542	$	205,439	Comprehensive income attributable to Southwest Gas Holdings, Inc.		$	119,908	$	70,201		$	277,760	$	183,219

The accompanying notes are an integral part of these statements.


			5


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2020~~March 31, 2021

SOUTHWEST GAS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Thousands of dollars)

(Unaudited)


		Six Months Ended June 30,						Twelve Months Ended June 30,							Three Months Ended March 31,				Twelve Months Ended March 31,
		2020		2019		2020		2019			2021		2020		2021		2020
CASH FLOW FROM OPERATING ACTIVITIES:	CASH FLOW FROM OPERATING ACTIVITIES:									CASH FLOW FROM OPERATING ACTIVITIES:
Net income	Net income	$	112,886	$	118,216	$	211,317	$	200,023	Net income	$	118,845	$	73,005	$	284,825	$	194,268
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income to net cash provided by (used in) operating activities:										Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	Depreciation and amortization	164,870		147,881		320,226		273,308		Depreciation and amortization	93,442		87,653		337,816		313,351
Deferred income taxes	Deferred income taxes	31,121		31,831		53,452		49,554		Deferred income taxes	23,326		25,309		48,734		54,548
Changes in current assets and liabilities:	Changes in current assets and liabilities:									Changes in current assets and liabilities:
Accounts receivable, net of allowances	Accounts receivable, net of allowances	(9,746)		(2,612)		(61,379)		(5,770)		Accounts receivable, net of allowances	42,892		45,837		(51,717)		7,154
Accrued utility revenue	Accrued utility revenue	43,300		42,300		(900)		(700)		Accrued utility revenue	31,900		31,000		(2,400)		(1,100)
Deferred purchased gas costs	Deferred purchased gas costs	53,595		(43,341)		38,445		5,128		Deferred purchased gas costs	(291,469)		10,155		(265,385)		19,527
Accounts payable	Accounts payable	(47,198)		(48,155)		(908)		8,088		Accounts payable	(41,147)		(60,723)		11,882		(49,945)
Accrued taxes	Accrued taxes	9,019		(2,272)		16,534		3,123		Accrued taxes	34,636		30,377		19,430		10,220
Other current assets and liabilities	Other current assets and liabilities	78,538		54,988		97,687		17,721		Other current assets and liabilities	(5,255)		76,453		25,719		102,742
Gains on sale of equipment	Gains on sale of equipment	(309)		(831)		(4,951)		(2,284)		Gains on sale of equipment	(1,509)		(28)		(3,329)		(5,268)
Changes in undistributed stock compensation	Changes in undistributed stock compensation	4,332		4,702		6,526		7,513		Changes in undistributed stock compensation	3,658		2,816		7,956		6,524
Equity AFUDC	Equity AFUDC	(2,181)		(1,967)		(4,375)		(5,008)		Equity AFUDC	(981)		(1,061)		(4,644)		(4,262)

Changes in deferred charges and other assets	Changes in deferred charges and other assets	(8,268)		(15,870)		(13,449)		(16,486)		Changes in deferred charges and other assets	(10,379)		6,495		(49,465)		1,772
Changes in other liabilities and deferred credits	Changes in other liabilities and deferred credits	(54,819)		(6,454)		(61,129)		26,040		Changes in other liabilities and deferred credits	(50,416)		(55,722)		(57,365)		(65,704)
Net cash provided by operating activities		375,140		278,416		597,096		560,250
Net cash provided by (used in) operating activities										Net cash provided by (used in) operating activities	(52,457)		271,566		302,057		583,827
CASH FLOW FROM INVESTING ACTIVITIES:	CASH FLOW FROM INVESTING ACTIVITIES:									CASH FLOW FROM INVESTING ACTIVITIES:
Construction expenditures and property additions	Construction expenditures and property additions	(423,435)		(471,578)		(890,005)		(898,481)		Construction expenditures and property additions	(152,709)		(210,655)		(767,159)		(938,141)
Acquisition of businesses, net of cash acquired	Acquisition of businesses, net of cash acquired	(250)		(19,533)		(28,355)		(266,697)		Acquisition of businesses, net of cash acquired	0		0		0		(47,638)
Changes in customer advances	Changes in customer advances	4,098		9,483		13,616		14,788		Changes in customer advances	4,286		5,434		12,885		21,357
Other	Other	5,045		1,159		19,039		2,936		Other	3,563		4,430		8,136		19,321
Net cash used in investing activities	Net cash used in investing activities	(414,542)		(480,469)		(885,705)		(1,147,454)		Net cash used in investing activities	(144,860)		(200,791)		(746,138)		(945,101)
CASH FLOW FROM FINANCING ACTIVITIES:	CASH FLOW FROM FINANCING ACTIVITIES:									CASH FLOW FROM FINANCING ACTIVITIES:
Issuance of common stock, net	Issuance of common stock, net	55,498		102,743		110,701		388,006		Issuance of common stock, net	48,990		3,148		185,087		135,215
Dividends paid	Dividends paid	(61,445)		(56,738)		(120,834)		(107,993)		Dividends paid	(32,619)		(30,006)		(128,117)		(118,531)

Issuance of long-term debt, net	Issuance of long-term debt, net	620,303		421,594		730,305		531,368		Issuance of long-term debt, net	10,659		99,978		573,058		601,908
Retirement of long-term debt	Retirement of long-term debt	(117,536)		(53,604)		(277,721)		(190,586)		Retirement of long-term debt	(21,228)		(75,168)		(302,466)		(257,797)
Change in credit facility and commercial paper		(150,000)		(104,000)		(46,000)		(2,000)

Change in short-term debt	Change in short-term debt	(153,000)		(152,000)		58,000		(22,500)		Change in short-term debt	203,000		(54,000)		153,000		(31,000)
Principal payments on finance lease obligations		(102)		(107)		(207)		(439)
Withholding remittance - share-based compensation	Withholding remittance - share-based compensation	(2,736)		(1,856)		(2,738)		(2,112)		Withholding remittance - share-based compensation	(1,242)		(2,736)		(1,242)		(2,756)
Other	Other	(1,358)		(966)		(1,668)		(2,812)		Other	(1,353)		(250)		(4,505)		(1,615)
Net cash provided by financing activities		189,624		155,066		449,838		590,932
Net cash provided by (used in) financing activities										Net cash provided by (used in) financing activities	206,207		(59,034)		474,815		325,424
Effects of currency translation on cash and cash equivalents	Effects of currency translation on cash and cash equivalents	(170)		72		(84)		(12)		Effects of currency translation on cash and cash equivalents	103		(315)		646		(222)
Change in cash and cash equivalents	Change in cash and cash equivalents	150,052		(46,915)		161,145		3,716		Change in cash and cash equivalents	8,993		11,426		31,380		(36,072)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	49,539		85,361		38,446		34,730		Cash and cash equivalents at beginning of period	83,352		49,539		60,965		97,037
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	199,591	$	38,446	$	199,591	$	38,446	Cash and cash equivalents at end of period	$	92,345	$	60,965	$	92,345	$	60,965
SUPPLEMENTAL INFORMATION:	SUPPLEMENTAL INFORMATION:									SUPPLEMENTAL INFORMATION:
Interest paid, net of amounts capitalized	Interest paid, net of amounts capitalized	$	51,430	$	49,996	$	103,692	$	96,476	Interest paid, net of amounts capitalized	$	8,303	$	13,073	$	100,412	$	99,481
Income taxes paid (received), net	Income taxes paid (received), net	$	(19,410)	$	1,832	$	(18,490)	$	(13,454)	Income taxes paid (received), net	$	1,651	$	(20,064)	$	10,764	$	(17,766)

The accompanying notes are an integral part of these statements.


			6


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2020~~March 31, 2021

SOUTHWEST GAS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In thousands, except per share amounts)

(Unaudited)


				Three Months Ended June 30,											Six Months Ended June 30,																Three Months Ended March 31,
				2020			2019				2020				2019									2021			2020
Common stock shares	Common stock shares																						Common stock shares
		Beginning balances			55,126				53,391				55,007				53,026					Beginning balances			57,193				55,007
			Common stock issuances	784			930				903				1,295							Common stock issuances		802			119
		Ending balances			55,910				54,321				55,910				54,321					Ending balances			57,995				55,126
Common stock amount	Common stock amount																						Common stock amount
		Beginning balances			$	56,756			$	55,021			$	56,637			$	54,656				Beginning balances			$	58,823			$	56,637
			Common stock issuances	784			930				903				1,295							Common stock issuances		802			119
		Ending balances			57,540				55,951				57,540				55,951					Ending balances			59,625				56,756
Additional paid-in capital	Additional paid-in capital																						Additional paid-in capital
		Beginning balances			1,470,411				1,332,793				1,466,937				1,305,769
			Common stock issuances	53,219			77,582				56,693				104,606				Beginning balances					1,609,155			1,466,937
			Change in ownership of noncontrolling interest	—			(452)				—				(452)							Common stock issuances		50,953			3,474
		Ending balances			1,523,630				1,409,923				1,523,630				1,409,923					Ending balances			1,660,108				1,470,411
Accumulated other comprehensive loss	Accumulated other comprehensive loss																						Accumulated other comprehensive loss
		Beginning balances			(59,073)				(50,623)				(56,732)				(52,668)					Beginning balances			(61,003)				(56,732)
			Foreign currency exchange translation adjustment	1,794			787				(2,211)				1,578							Foreign currency exchange translation adjustment		823			(4,005)
			Net actuarial gain arising during period, less amortization of unamortized benefit plan cost, net of tax	1,027			619				2,055				1,238							Net actuarial gain arising during period, less amortization of unamortized benefit plan cost, net of tax		1,379			1,028
			FSIRS amounts reclassified to net income, net of tax	635			636				1,271				1,271							FSIRS amounts reclassified to net income, net of tax		413			636

		Ending balances			(55,617)				(48,581)				(55,617)				(48,581)					Ending balances			(58,388)				(59,073)
Retained earnings	Retained earnings																						Retained earnings
		Beginning balances			1,079,801				1,009,809				1,039,072				944,285					Beginning balances			1,067,978				1,039,072
			Net income	37,965			22,056				110,507				116,865							Net income		117,293			72,542
			Dividends declared	(32,024)			(29,795)				(63,837)				(59,080)							Dividends declared		(34,876)			(31,813)
																						Redemption value adjustments		(38,018)			0
		Ending balances			1,085,742				1,002,070				1,085,742				1,002,070					Ending balances			1,112,377				1,079,801
Total Southwest Gas Holdings, Inc. equity ending balances							2,611,295				2,419,363				2,611,295					2,419,363
Noncontrolling interest
		Beginning balances			—				(452)				—				(452)

			Change in ownership of noncontrolling interest	—			452				—				452
		Ending balances			—				—				—				—
Total equity ending balances	Total equity ending balances						$	2,611,295			$	2,419,363			$	2,611,295				$	2,419,363		Total equity ending balances				$	2,773,722			$	2,547,895
Dividends declared per common share	Dividends declared per common share						$	0.57			$	0.545			$	1.14				$	1.09		Dividends declared per common share				$	0.595			$	0.57

The accompanying notes are an integral part of these statements.


			7


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2020~~March 31, 2021

SOUTHWEST GAS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Thousands of dollars)

(Unaudited)


		June 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
ASSETS	ASSETS					ASSETS
Utility plant:	Utility plant:					Utility plant:
Gas plant	Gas plant	$	8,086,597	$	7,813,221	Gas plant	$	8,479,295	$	8,384,000
Less: accumulated depreciation	Less: accumulated depreciation	(2,367,836)		(2,313,050)		Less: accumulated depreciation	(2,453,924)		(2,419,348)
Construction work in progress	Construction work in progress	217,616		185,026		Construction work in progress	215,395		211,429
Net utility plant	Net utility plant	5,936,377		5,685,197		Net utility plant	6,240,766		6,176,081
Other property and investments	Other property and investments	130,634		133,787		Other property and investments	146,338		143,611
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	190,784		40,489		Cash and cash equivalents	49,795		41,070
Accounts receivable, net of allowance	Accounts receivable, net of allowance	93,746		150,793		Accounts receivable, net of allowance	174,492		146,861
Accrued utility revenue	Accrued utility revenue	35,800		79,100		Accrued utility revenue	50,500		82,400
Income taxes receivable, net	Income taxes receivable, net	—		25,901		Income taxes receivable, net	0		11,155
Deferred purchased gas costs	Deferred purchased gas costs	—		44,412		Deferred purchased gas costs	238,886		2,053
Prepaid and other current assets	Prepaid and other current assets	123,829		165,639		Prepaid and other current assets	118,397		152,748
Total current assets	Total current assets	444,159		506,334		Total current assets	632,070		436,287
Noncurrent assets:	Noncurrent assets:					Noncurrent assets:
Goodwill	Goodwill	10,095		10,095		Goodwill	10,095		10,095

Deferred charges and other assets	Deferred charges and other assets	454,478		463,333		Deferred charges and other assets	481,184		490,562
Total noncurrent assets	Total noncurrent assets	464,573		473,428		Total noncurrent assets	491,279		500,657
Total assets	Total assets	$	6,975,743	$	6,798,746	Total assets	$	7,510,453	$	7,256,636
CAPITALIZATION AND LIABILITIES	CAPITALIZATION AND LIABILITIES					CAPITALIZATION AND LIABILITIES
Capitalization:	Capitalization:					Capitalization:
Common stock	Common stock	$	49,112	$	49,112	Common stock	$	49,112	$	49,112
Additional paid-in capital	Additional paid-in capital	1,329,843		1,229,083		Additional paid-in capital	1,458,344		1,410,345
Accumulated other comprehensive loss, net	Accumulated other comprehensive loss, net	(51,825)		(55,151)		Accumulated other comprehensive loss, net	(59,343)		(61,135)
Retained earnings	Retained earnings	824,847		782,108		Retained earnings	926,011		835,146
Total equity	Total equity	2,151,977		2,005,152		Total equity	2,374,124		2,233,468
Long-term debt, less current maturities	Long-term debt, less current maturities	2,287,418		1,991,333		Long-term debt, less current maturities	2,413,588		2,438,206
Total capitalization	Total capitalization	4,439,395		3,996,485		Total capitalization	4,787,712		4,671,674
Current liabilities:	Current liabilities:					Current liabilities:
Current maturities of long-term debt	Current maturities of long-term debt	125,000		125,000		Current maturities of long-term debt	25,000		0
Short-term debt	Short-term debt	—		194,000		Short-term debt	267,000		57,000
Accounts payable	Accounts payable	91,482		149,368		Accounts payable	117,471		161,646
Customer deposits	Customer deposits	69,898		69,165		Customer deposits	67,121		67,920
Income taxes payable	Income taxes payable	8,538		—		Income taxes payable	7,232		0
Accrued general taxes	Accrued general taxes	48,220		48,160		Accrued general taxes	72,103		48,640
Accrued interest	Accrued interest	21,470		21,256		Accrued interest	34,532		20,495
Deferred purchased gas costs	Deferred purchased gas costs	69,938		60,755		Deferred purchased gas costs	0		54,636
Payable to parent	Payable to parent	309		844		Payable to parent	90		142
Other current liabilities	Other current liabilities	139,324		126,573		Other current liabilities	141,167		146,046
Total current liabilities	Total current liabilities	574,179		795,121		Total current liabilities	731,716		556,525
Deferred income taxes and other credits:	Deferred income taxes and other credits:					Deferred income taxes and other credits:
Deferred income taxes and investment tax credits, net	Deferred income taxes and investment tax credits, net	558,285		539,050		Deferred income taxes and investment tax credits, net	596,617		581,100
Accumulated removal costs	Accumulated removal costs	401,000		395,000		Accumulated removal costs	407,000		404,000
Other deferred credits and other long-term liabilities	Other deferred credits and other long-term liabilities	1,002,884		1,073,090		Other deferred credits and other long-term liabilities	987,408		1,043,337
Total deferred income taxes and other credits	Total deferred income taxes and other credits	1,962,169		2,007,140		Total deferred income taxes and other credits	1,991,025		2,028,437
Total capitalization and liabilities	Total capitalization and liabilities	$	6,975,743	$	6,798,746	Total capitalization and liabilities	$	7,510,453	$	7,256,636

The accompanying notes are an integral part of these statements.


			8


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2020~~March 31, 2021

SOUTHWEST GAS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Thousands of dollars)

(Unaudited)


		Three Months Ended June 30,						Six Months Ended June 30,							Twelve Months Ended June 30,					Three Months Ended March 31,					Twelve Months Ended March 31,
		2020		2019		2020		2019		2020		2019				2021		2020			2021		2020
Gas operating revenues	Gas operating revenues	$	262,434	$	258,711	$	765,261	$	779,388	$	1,354,812	$	1,367,124	Gas operating revenues		$	521,932	$	502,827		$	1,369,690	$	1,351,089
Operating expenses:	Operating expenses:													Operating expenses:
Net cost of gas sold	Net cost of gas sold	67,473		65,182		228,294		257,786		355,672		407,976		Net cost of gas sold		156,021		160,821			338,037		353,381
Operations and maintenance	Operations and maintenance	99,320		104,991		202,408		210,533		414,049		407,948		Operations and maintenance		106,135		103,088			409,429		419,720
Depreciation and amortization	Depreciation and amortization	53,198		49,343		117,923		106,955		226,588		201,146		Depreciation and amortization		68,698		64,725			239,268		222,733
Taxes other than income taxes	Taxes other than income taxes	15,342		15,126		31,720		31,332		62,716		61,307		Taxes other than income taxes		20,687		16,378			67,769		62,500
Total operating expenses	Total operating expenses	235,333		234,642		580,345		606,606		1,059,025		1,078,377		Total operating expenses		351,541		345,012			1,054,503		1,058,334
Operating income	Operating income	27,101		24,069		184,916		172,782		295,787		288,747		Operating income		170,391		157,815			315,187		292,755
Other income and (expenses):	Other income and (expenses):													Other income and (expenses):
Net interest deductions	Net interest deductions	(23,991)		(23,345)		(49,049)		(46,444)		(97,631)		(88,780)		Net interest deductions		(22,166)		(25,058)			(98,256)		(96,985)
Other income (deductions)	Other income (deductions)	7,838		1,592		(12,698)		7,538		(10,719)		(3,005)		Other income (deductions)		550		(20,536)			14,496		(16,965)
Total other income and (expenses)	Total other income and (expenses)	(16,153)		(21,753)		(61,747)		(38,906)		(108,350)		(91,785)		Total other income and (expenses)		(21,616)		(45,594)			(83,760)		(113,950)
Income before income taxes	Income before income taxes	10,948		2,316		123,169		133,876		187,437		196,962		Income before income taxes		148,775		112,221			231,427		178,805
Income tax expense (benefit)		(994)		(1,053)		27,628		27,118		35,483		44,333
Income tax expense														Income tax expense		30,060		28,622			37,193		35,424
Net income	Net income	$	11,942	$	3,369	$	95,541	$	106,758	$	151,954	$	152,629	Net income		$	118,715	$	83,599		$	194,234	$	143,381

The accompanying notes are an integral part of these statements.


			9


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2020~~March 31, 2021

SOUTHWEST GAS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Thousands of dollars)

(Unaudited)


		Three Months Ended June 30,						Six Months Ended June 30,							Twelve Months Ended June 30,					Three Months Ended March 31,					Twelve Months Ended March 31,
		2020		2019		2020		2019		2020		2019				2021		2020			2021		2020
Net income	Net income	$	11,942	$	3,369	$	95,541	$	106,758	$	151,954	$	152,629	Net income		$	118,715	$	83,599		$	194,234	$	143,381
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax													Other comprehensive income (loss), net of tax
Defined benefit pension plans:	Defined benefit pension plans:													Defined benefit pension plans:
Net actuarial loss	Net actuarial loss	—		—		—		—		(54,026)		(15,524)		Net actuarial loss		0		0			(43,730)		(54,026)
Amortization of prior service cost	Amortization of prior service cost	220		242		440		483		923		990		Amortization of prior service cost		182		220			840		945
Prior service cost	Prior service cost	—		—		—		—		(1,426)		—		Prior service cost		0		0			0		(1,426)
Amortization of net actuarial loss	Amortization of net actuarial loss	7,187		4,441		14,375		8,883		23,258		21,658		Amortization of net actuarial loss		8,474		7,188			30,037		20,513
Regulatory adjustment	Regulatory adjustment	(6,380)		(4,064)		(12,760)		(8,128)		23,445		(2,895)		Regulatory adjustment		(7,277)		(6,380)			4,753		25,760
Net defined benefit pension plans	Net defined benefit pension plans	1,027		619		2,055		1,238		(7,826)		4,229		Net defined benefit pension plans		1,379		1,028			(8,100)		(8,234)
Forward-starting interest rate swaps (“FSIRS”):	Forward-starting interest rate swaps (“FSIRS”):													Forward-starting interest rate swaps (“FSIRS”):
Amounts reclassified into net income	Amounts reclassified into net income	635		636		1,271		1,271		2,541		2,541		Amounts reclassified into net income		413		636			2,244		2,542
Net forward-starting interest rate swaps	Net forward-starting interest rate swaps	635		636		1,271		1,271		2,541		2,541		Net forward-starting interest rate swaps		413		636			2,244		2,542
Total other comprehensive income (loss), net of tax	Total other comprehensive income (loss), net of tax	1,662		1,255		3,326		2,509		(5,285)		6,770		Total other comprehensive income (loss), net of tax		1,792		1,664			(5,856)		(5,692)
Comprehensive income	Comprehensive income	$	13,604	$	4,624	$	98,867	$	109,267	$	146,669	$	159,399	Comprehensive income		$	120,507	$	85,263		$	188,378	$	137,689

The accompanying notes are an integral part of these statements.


			10


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2020~~March 31, 2021

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,							Three Months Ended March 31,				Twelve Months Ended March 31,
		2020		2019		2020		2019			2021		2020		2021		2020
CASH FLOW FROM OPERATING ACTIVITIES:	CASH FLOW FROM OPERATING ACTIVITIES:									CASH FLOW FROM OPERATING ACTIVITIES:
Net income	Net income	$	95,541	$	106,758	$	151,954	$	152,629	Net income	$	118,715	$	83,599	$	194,234	$	143,381
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income to net cash provided by (used in) operating activities:										Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	Depreciation and amortization	117,923		106,955		226,588		201,146		Depreciation and amortization	68,698		64,725		239,268		222,733
Deferred income taxes	Deferred income taxes	18,186		28,183		23,684		43,811		Deferred income taxes	14,952		7,707		52,242		15,118
Changes in current assets and liabilities:	Changes in current assets and liabilities:									Changes in current assets and liabilities:
Accounts receivable, net of allowance	Accounts receivable, net of allowance	57,047		46,626		(316)		(9,787)		Accounts receivable, net of allowance	(27,631)		1,975		(25,673)		21,652
Accrued utility revenue	Accrued utility revenue	43,300		42,300		(900)		(700)		Accrued utility revenue	31,900		31,000		(2,400)		(1,100)
Deferred purchased gas costs	Deferred purchased gas costs	53,595		(43,341)		38,445		5,128		Deferred purchased gas costs	(291,469)		10,155		(265,385)		19,527
Accounts payable	Accounts payable	(53,712)		(74,787)		(6,398)		716		Accounts payable	(33,076)		(41,899)		18,441		(29,798)
Accrued taxes	Accrued taxes	17,746		(52)		26,693		(6,008)		Accrued taxes	41,851		53,335		(13,011)		33,526
Other current assets and liabilities	Other current assets and liabilities	71,512		74,589		86,094		7,511		Other current assets and liabilities	41,018		99,257		(9,694)		106,803
Changes in undistributed stock compensation	Changes in undistributed stock compensation	3,494		3,760		4,880		5,895		Changes in undistributed stock compensation	2,908		2,496		5,706		5,045
Equity AFUDC	Equity AFUDC	(2,181)		(1,967)		(4,375)		(5,008)		Equity AFUDC	(981)		(1,061)		(4,644)		(4,262)

Changes in deferred charges and other assets	Changes in deferred charges and other assets	(13,689)		(20,336)		(25,120)		(21,895)		Changes in deferred charges and other assets	(13,535)		3,658		(61,484)		(9,871)
Changes in other liabilities and deferred credits	Changes in other liabilities and deferred credits	(55,173)		(6,836)		(61,698)		25,356		Changes in other liabilities and deferred credits	(48,782)		(55,910)		(58,008)		(66,294)
Net cash provided by operating activities		353,589		261,852		459,531		398,794
Net cash provided by (used in) operating activities										Net cash provided by (used in) operating activities	(95,432)		259,037		69,592		456,460
CASH FLOW FROM INVESTING ACTIVITIES:	CASH FLOW FROM INVESTING ACTIVITIES:									CASH FLOW FROM INVESTING ACTIVITIES:
Construction expenditures and property additions	Construction expenditures and property additions	(354,501)		(365,251)		(767,998)		(762,121)		Construction expenditures and property additions	(128,544)		(173,353)		(647,407)		(788,465)
Changes in customer advances	Changes in customer advances	4,098		9,483		13,616		14,788		Changes in customer advances	4,285		5,433		12,885		21,356
Other	Other	100		(49)		54		(813)		Other	(121)		(31)		681		(48)

Net cash used in investing activities	Net cash used in investing activities	(350,303)		(355,817)		(754,328)		(748,146)		Net cash used in investing activities	(124,380)		(167,951)		(633,841)		(767,157)
CASH FLOW FROM FINANCING ACTIVITIES:	CASH FLOW FROM FINANCING ACTIVITIES:									CASH FLOW FROM FINANCING ACTIVITIES:

Contributions from parent	Contributions from parent	99,500		102,092		157,344		159,045		Contributions from parent	45,984		50,000		173,906		187,094
Dividends paid	Dividends paid	(51,100)		(46,300)		(100,700)		(90,300)		Dividends paid	(26,000)		(25,200)		(105,300)		(97,600)
Issuance of long-term debt, net	Issuance of long-term debt, net	446,508		297,222		446,508		297,222		Issuance of long-term debt, net	0		0		446,508		297,222
Retirement of long-term debt										Retirement of long-term debt	0		0		(125,000)		0

Change in credit facility and commercial paper		(150,000)		(104,000)		(46,000)		(2,000)
Change in short-term debt	Change in short-term debt	(194,000)		(152,000)		—		—		Change in short-term debt	210,000		(97,000)		170,000		(91,000)
Withholding remittance - share-based compensation	Withholding remittance - share-based compensation	(2,736)		(1,856)		(2,738)		(2,111)		Withholding remittance - share-based compensation	(1,242)		(2,736)		(1,242)		(2,756)
Other	Other	(1,163)		(712)		(1,276)		(961)		Other	(205)		(115)		(1,352)		(887)
Net cash provided by financing activities		147,009		94,446		453,138		360,895
Net cash provided by (used in) financing activities										Net cash provided by (used in) financing activities	228,537		(75,051)		557,520		292,073

Change in cash and cash equivalents	Change in cash and cash equivalents	150,295		481		158,341		11,543		Change in cash and cash equivalents	8,725		16,035		(6,729)		(18,624)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	40,489		31,962		32,443		20,900		Cash and cash equivalents at beginning of period	41,070		40,489		56,524		75,148
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	190,784	$	32,443	$	190,784	$	32,443	Cash and cash equivalents at end of period	$	49,795	$	56,524	$	49,795	$	56,524
SUPPLEMENTAL INFORMATION:	SUPPLEMENTAL INFORMATION:									SUPPLEMENTAL INFORMATION:
Interest paid, net of amounts capitalized	Interest paid, net of amounts capitalized	$	46,576	$	42,853	$	92,381	$	83,206	Interest paid, net of amounts capitalized	$	6,952	$	10,204	$	93,474	$	87,277
Income taxes paid (received), net	Income taxes paid (received), net	$	(22,962)	$	(22)	$	(22,262)	$	(16,764)	Income taxes paid (received), net	$	0	$	(22,962)	$	3,359	$	700

The accompanying notes are an integral part of these statements.


			11


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2020~~March 31, 2021

SOUTHWEST GAS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In thousands)

(Unaudited)


				Three Months Ended June 30,											Six Months Ended June 30,																Three Months Ended March 31,
				2020			2019				2020				2019									2021			2020
Common stock shares	Common stock shares																						Common stock shares
		Beginning and ending balances			47,482				47,482				47,482				47,482					Beginning and ending balances			47,482				47,482
Common stock amount	Common stock amount																						Common stock amount
		Beginning and ending balances			$	49,112			$	49,112			$	49,112			$	49,112				Beginning and ending balances			$	49,112			$	49,112
Additional paid-in capital	Additional paid-in capital																						Additional paid-in capital
		Beginning balances			1,279,208				1,089,002				1,229,083				1,065,242					Beginning balances			1,410,345				1,229,083
			Share-based compensation	1,135			1,297				1,260				2,215							Share-based compensation		2,015			125
			Contributions from Southwest Gas Holdings, Inc.	49,500			79,250				99,500				102,092							Contributions from Southwest Gas Holdings, Inc.		45,984			50,000
		Ending balances			1,329,843				1,169,549				1,329,843				1,169,549					Ending balances			1,458,344				1,279,208
Accumulated other comprehensive loss	Accumulated other comprehensive loss																						Accumulated other comprehensive loss
		Beginning balances			(53,487)				(47,795)				(55,151)				(49,049)					Beginning balances			(61,135)				(55,151)
			Net actuarial gain arising during period, less amortization of unamortized benefit plan cost, net of tax	1,027			619				2,055				1,238							Net actuarial gain arising during period, less amortization of unamortized benefit plan cost, net of tax		1,379			1,028
			FSIRS amounts reclassified to net income, net of tax	635			636				1,271				1,271							FSIRS amounts reclassified to net income, net of tax		413			636
																			Ending balances					(59,343)			(53,487)
		Ending balances			(51,825)				(46,540)				(51,825)				(46,540)
Retained earnings	Retained earnings																						Retained earnings
		Beginning balances			839,443				797,584				782,108				717,155					Beginning balances			835,146				782,108
			Net income	11,942			3,369				95,541				106,758							Net income		118,715			83,599
			Share-based compensation	(138)			(152)				(502)				(312)							Share-based compensation		(350)			(364)
			Dividends declared to Southwest Gas Holdings, Inc.	(26,400)			(24,700)				(52,300)				(47,500)							Dividends declared to Southwest Gas Holdings, Inc.		(27,500)			(25,900)
		Ending balances			824,847				776,101				824,847				776,101					Ending balances			926,011				839,443
Total Southwest Gas Corporation equity ending balances	Total Southwest Gas Corporation equity ending balances						$	2,151,977			$	1,948,222			$	2,151,977				$	1,948,222		Total Southwest Gas Corporation equity ending balances				$	2,374,124			$	2,114,276

The accompanying notes are an integral part of these statements.


			12


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2020~~March 31, 2021

Note 1 – Background, Organization, and Summary of Significant Accounting Policies

Nature of Operations. Southwest Gas Holdings, Inc. is a holding company, owning all of the shares of common stock of Southwest Gas Corporation (“Southwest” or the “natural gas operations” segment) and all of the shares of common stock of Centuri Group, Inc. (“Centuri,” or the “utility infrastructure services” segment).

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

Centuri is a comprehensive utility infrastructure services enterprise dedicated to delivering a diverse array of solutions to North America’s gas and electric providers. Centuri derives revenue primarily from installation, replacement, repair, and maintenance of energy distribution systems. Centuri operations are generally conducted under the business names of NPL Construction Co. (“NPL”), NPL Canada Ltd. (“NPL Canada”), New England Utility Constructors, Inc. (“Neuco”), and Linetec Services, LLC (“Linetec”). Utility infrastructure services activity is seasonal in most of Centuri’s operating areas. Peak periods are the summer and fall months in colder climate areas, such as the northeastern and midwestern United States (“U.S.”) and in Canada. In warmer climate areas, such as the southwestern and southeastern U.S., utility infrastructure services activity continues year round.

Basis of Presentation. The condensed consolidated financial statements of Southwest Gas Holdings, Inc. and subsidiaries (the “Company”) and Southwest included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). ~~The year-end condensed balance sheet data was derived from audited financial statements.~~ Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. No substantive change has occurred with regard to the Company’s business segments on the whole.

The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In the opinion of management, all adjustments, consisting of normal recurring items and estimates necessary for a fair depiction of results for the interim periods, have been made. ~~Globally,~~In association with the novel Coronavirus (“COVID-19”) pandemic ~~has created volatility, uncertainty,~~environment, utility operations, and ~~economic disruption. Utility operations~~to a large extent, utility infrastructure services, have been deemed “essential ~~services” and utility infrastructure services have, to a large extent, been similarly characterized by government officials.~~services.” Management has considered the impact of the pandemic and adjusted certain estimates, where relevant, used in the preparation of the condensed consolidated financial statements.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and ~~the~~ notes thereto included in the ~~2019~~2020 Annual Report to Stockholders, which is incorporated by reference into the ~~2019~~2020 Form 10-K.

Fair Value Measurements. Certain assets and liabilities are reported at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

U.S. GAAP states that a fair value measurement should be based on the assumptions that market participants would use in pricing the asset or liability and establishes a fair value hierarchy that ranks the inputs used to measure fair value by their reliability. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to fair values derived from unobservable inputs (Level 3 measurements). Financial assets and liabilities are categorized in their entirety based on the lowest level of input that is significant to the fair value measurement. The three levels of the fair value hierarchy are as follows:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities that a company has the ability to access at the measurement date.

Level 2 – inputs other than quoted prices included within Level 1 that are observable for similar assets or liabilities, either directly or indirectly.

Level 3 – unobservable inputs for the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.


			13


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2020~~March 31, 2021

The Company primarily used quoted market prices and other observable market pricing information in valuing cash and cash equivalents, ~~derivatives,~~ long-term debt outstanding, and assets of the qualified pension plan and postretirement benefit plans required to be recorded and/or disclosed at fair value.

Other Property and Investments. Other property and investments on the Condensed Consolidated Balance Sheets includes:


(Thousands of dollars)	(Thousands of dollars)	June 30, 2020		December 31, 2019		(Thousands of dollars)	March 31, 2021		December 31, 2020
Southwest Gas Corporation:	Southwest Gas Corporation:					Southwest Gas Corporation:
Net cash surrender value of COLI policies	Net cash surrender value of COLI policies	$	128,659	$	132,072	Net cash surrender value of COLI policies	$	143,618	$	140,874
Other property	Other property	1,975		1,715		Other property	2,720		2,737
Total Southwest Gas Corporation	Total Southwest Gas Corporation	130,634		133,787		Total Southwest Gas Corporation	146,338		143,611
Centuri property, equipment, and intangibles	Centuri property, equipment, and intangibles	1,041,528		983,905		Centuri property, equipment, and intangibles	1,106,855		1,089,414
Centuri accumulated provision for depreciation and amortization	Centuri accumulated provision for depreciation and amortization	(384,108)		(352,333)		Centuri accumulated provision for depreciation and amortization	(439,126)		(422,741)
Other property		21,057		18,814
Other property and investments						Other property and investments	28,605		23,961
Total Southwest Gas Holdings, Inc.	Total Southwest Gas Holdings, Inc.	$	809,111	$	784,173	Total Southwest Gas Holdings, Inc.	$	842,672	$	834,245

Included in the table above are the net cash surrender values of company-owned life insurance (“COLI”) 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. Balances reflect impacts of equity and fixed-income securities underlying the cash surrender values at each reporting date; however, ultimately, only the insurance proceeds are ever actually received, due to management’s intent to hold the policies to maturity.

Cash and Cash Equivalents. For purposes of reporting consolidated cash flows, cash and cash equivalents include cash on hand and financial instruments with original maturities of three months or less. Such investments are carried at cost, which approximates market value. Cash and cash equivalents of Southwest and the Company include money market fund investments totaling approximately $40,000 for ~~both entities~~each entity at ~~June 30, 2020,~~March 31, 2021 and ~~$23.5 million and $26.7 million, for each, respectively, at~~ December 31, ~~2019,~~2020, respectively, which fall within Level 2 of the fair value hierarchy, due to the asset valuation methods used by money market funds.

Typical non-cash investing activities ~~for Southwest~~ include customer advances applied as contributions toward utility construction activity, and capital expenditures that were not paid as of period-end reporting dates, but rather included in accounts ~~payable,~~payable. Typical activities that represent aspects of both non-cash investing and ~~right-of use~~non-cash financing activities relate to right-of-use assets obtained in exchange for lease liabilities ~~which are non-cash investing~~(including, at times, lease terminations and ~~financing activities.~~modifications). Amounts related to ~~such~~these collective activities were immaterial for the periods presented herein.

Intercompany Transactions. Centuri recognizes revenues generated from contracts with Southwest (see Note 7 – Segment Information). The accounts receivable balance, revenues, and associated profits are included in the condensed consolidated financial statements of the Company and Southwest and were not eliminated during consolidation in accordance with accounting treatment for rate-regulated entities.

Accounts Receivable, net of allowances. Business activity with respect to natural gas utility operations is conducted with customers located within the 3-state region of Arizona, Nevada, and California. Southwest’s ~~Accounts~~accounts receivable are short-term in nature with no billing due dates customarily extending beyond one month, with customers’ credit worthiness assessed upon account creation by evaluation of other utility service and related payment history. Although Southwest seeks to minimize its credit risk related to utility operations by requiring security deposits from new customers, imposing late fees, and actively pursuing collection on overdue accounts, some accounts are ultimately not collected. Customer accounts are subject to collection procedures that vary by jurisdiction (late fee assessment, noticing requirements for disconnection of service, and procedures for actual disconnection and/or reestablishment of service). After disconnection of service, accounts are customarily written off approximately two months after inactivation. Dependent upon the jurisdiction, reestablishment of service requires both payment of previously unpaid balances and additional deposit requirements. Provisions for uncollectible accounts are recorded monthly based on experience, consideration of current and expected future conditions, customer and rate composition, and write-off processes. They are included in the ratemaking process as a cost of service. The Nevada jurisdictions have a regulatory mechanism associated with the gas cost-related portion of uncollectible accounts. Such amounts are deferred and collected through a surcharge in the ratemaking process. Due to the ~~continued~~ongoing COVID-19 pandemic, ~~and as utility service is an essential service to~~Southwest continued the ~~residents in the states in which Southwest operates,~~moratorium initiated in March 2020 ~~Southwest implemented a temporary moratorium~~ on disconnection of natural gas service for non-payment, ~~and also ceased charging~~but recommenced assessing late fees ~~until further notice. While~~in Nevada and Arizona in April 2021, with late fees in California expected to recommence in the ~~moratorium continues to be in place,~~latter half of 2021. Southwest is actively working with customers experiencing financial hardship by means of flexible payment options. Management continues to monitor expected credit losses in light of the evolving ~~financial~~ impact of COVID-19. The allowance as of ~~June 30, 2020~~March 31, 2021 reflects the expected impact ~~of COVID-19~~from the pandemic on balances as of


			14


~~SOUTHWEST GAS HOLDINGS, INC.~~						~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~						~~June 30, 2020~~

that date, including consideration of customers’ ability to pay currently and once the moratorium on disconnections is lifted. ~~The allowance was not materially adjusted as a result of the pandemic.~~

Utility infrastructure services contracts receivable are recorded at face amounts less an allowance for doubtful accounts. Centuri’s customers are generally investment-grade gas and electric utility companies for which Centuri has historically recognized an insignificant amount of write-offs. Centuri’s trade accounts receivable balances carry standard payment terms of up to 60 days. Centuri maintains an allowance that is an estimate based on historical collection experience, current and forward-looking estimated economic and market conditions, and a review of the current status of each customer's trade accounts receivable balance. Account balances are monitored at least monthly, and are charged off against the allowance when management determines it is probable the balance will not be recovered. Centuri has not been significantly impacted, nor does it anticipate it will experience significant difficulty in collecting amounts due, as a result of the current environment surrounding COVID-19 given the nature of its customers.

Activity between periods in the allowance for uncollectibles and the balances as of the periods presented within the Company’s and Southwest’s financial statements were not material to the condensed consolidated financial ~~statements.~~statements overall.


			14


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						March 31, 2021

~~Income Taxes.~~

Deferred Purchased Gas Costs. The various regulatory commissions have established procedures to enable Southwest to adjust its 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.

In mid-February 2021, the central U.S. (from south Texas to North Dakota and the eastern Rocky Mountains) experienced extreme cold temperatures, which increased natural gas demand and caused supply issues due to wellhead freeze-offs, power outages, or other adverse operating conditions upstream of Southwest’s distribution systems. These conditions caused daily natural gas prices to reach unprecedented levels. During this time, Southwest secured natural gas supplies, albeit at substantially higher prices, maintaining service to its customers. The incremental cost for these supplies was approximately $250 million, funded using a 364-day $250 million Bank Term Loan executed in March 2021 (see ~~On March 27, 2020,~~Note 5 – Debt).The incremental gas costs are expected to be collected from customers through the ~~Coronavirus Aid, Relief,~~purchased gas adjustment (“PGA”) mechanisms.

Following the extreme weather event, an interstate transmission pipeline company billed Southwest, in addition to customary transmission costs, $65 million for pipeline imbalance charges, allegedly incurred during the period of the pipeline’s critical operation condition. However, Southwest has formally disputed these imbalance charges and Economic Security (“CARES”) Act was enacted. The CARES Act provides a number of tax provisions and stimulus measures, including changes to prior and future limitations on interest deductions, the ability to accelerate refund of Alternative Minimum Tax credits, elective deferment of payment relatedbelieves that no amounts are due to the ~~employer portion~~pipeline. Consequently, Southwest has not recognized this charge. Pipeline transmission costs, including periodic imbalance charges, are components of ~~Social Security taxes,~~the cost of gas recovered from customers through the PGA and the creation of certain refundable employee retention credits, among other things. Management does not anticipate the impacts related to the CARES Act to have a material effect on the Company’s or Southwest’s results of operations, financial position, or liquidity.similar mechanisms.

Prepaid and other current assets. Prepaid and other current assets includes gas pipe materials and operating supplies of ~~$57~~$47 million at ~~both June 30, 2020~~March 31, 2021 and$50 million at December 31, ~~2019~~2020 (carried at weighted average cost), in addition to $33 million at December 31, 2019 related to a regulatory asset associated with the Arizona decoupling mechanism (an alternative revenue program), with no corresponding asset balance at June 30, 2020..

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 and determined that its segments and reporting units remain consistent between periods presented below, and that no change was necessary with regard to the level at which goodwill is assessed for impairment. Since December 31, ~~2019,~~2020, management also qualitatively assessed whether events during the first ~~six~~three months of ~~2020~~2021 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, 0 impairment was deemed to have occurred. Goodwill on Southwest’s and the Company’s Condensed Consolidated Balance Sheets includes:


(Thousands of dollars)	(Thousands of dollars)	Natural Gas Operations		Utility Infrastructure Services		Total Company		(Thousands of dollars)	Natural Gas Operations		Utility Infrastructure Services		Total Company
December 31, 2019		$	10,095	$	332,928	$	343,023
December 31, 2020								December 31, 2020	$	10,095	$	335,089	$	345,184
Foreign currency translation adjustment	Foreign currency translation adjustment	—		(5,045)		(5,045)		Foreign currency translation adjustment	0		1,369		1,369
June 30, 2020		$	10,095	$	327,883	$	337,978
March 31, 2021								March 31, 2021	$	10,095	$	336,458	$	346,553

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 ~~Southwest~~the Company includes ~~$26.4~~$34.5 million and $32.6 million of dividends declared, as well as $37 million and $25.2 million of ~~dividends declared by Southwest Gas Corporation, but not yet paid to Southwest Gas Holdings, Inc.~~accrued property taxes, as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively.


			15


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2020~~March 31, 2021

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


		Three Months Ended June 30,						Six Months Ended June 30,								Twelve Months Ended June 30,			Three Months Ended March 31,					Twelve Months Ended March 31,
(Thousands of dollars)	(Thousands of dollars)	2020		2019		2020		2019		2020		2019		(Thousands of dollars)	2021		2020			2021		2020
Southwest Gas Corporation - natural gas operations segment:	Southwest Gas Corporation - natural gas operations segment:													Southwest Gas Corporation - natural gas operations segment:
Change in COLI policies	Change in COLI policies	$	12,000	$	3,400	$	(3,500)	$	11,000	$	2,900	$	6,500	Change in COLI policies	$	2,700	$	(15,500)		$	27,400	$	(5,700)
Interest income	Interest income	414		1,822		1,802		3,419		4,739		6,644		Interest income	716		1,388			3,343		6,147
Equity AFUDC	Equity AFUDC	1,120		1,007		2,181		1,967		4,375		5,008		Equity AFUDC	981		1,061			4,644		4,262
Other components of net periodic benefit cost	Other components of net periodic benefit cost	(5,006)		(3,765)		(10,011)		(7,530)		(17,540)		(18,060)		Other components of net periodic benefit cost	(3,505)		(5,005)			(18,522)		(16,299)
Miscellaneous income and (expense)	Miscellaneous income and (expense)	(690)		(872)		(3,170)		(1,318)		(5,193)		(3,097)		Miscellaneous income and (expense)	(342)		(2,480)			(2,369)		(5,375)
Southwest Gas Corporation - total other income (deductions)	Southwest Gas Corporation - total other income (deductions)	7,838		1,592		(12,698)		7,538		(10,719)		(3,005)		Southwest Gas Corporation - total other income (deductions)	550		(20,536)			14,496		(16,965)
Utility infrastructure services segment:	Utility infrastructure services segment:													Utility infrastructure services segment:
Interest income		—		—		—		—		—		86

Foreign transaction gain (loss)	Foreign transaction gain (loss)	(6)		21		(16)		552		(22)		(19)		Foreign transaction gain (loss)	(3)		(10)			(9)		5
Miscellaneous income and (expense)	Miscellaneous income and (expense)	93		(498)		(139)		(154)		(65)		462		Miscellaneous income and (expense)	(99)		(232)			(58)		(656)
Centuri - total other income (deductions)	Centuri - total other income (deductions)	87		(477)		(155)		398		(87)		529		Centuri - total other income (deductions)	(102)		(242)			(67)		(651)
Corporate and administrative	Corporate and administrative	—		31		8		49		61		75		Corporate and administrative	0		8			0		92
Consolidated Southwest Gas Holdings, Inc. - total other income (deductions)	Consolidated Southwest Gas Holdings, Inc. - total other income (deductions)	$	7,925	$	1,146	$	(12,845)	$	7,985	$	(10,745)	$	(2,401)	Consolidated Southwest Gas Holdings, Inc. - total other income (deductions)	$	448	$	(20,770)		$	14,429	$	(17,524)

Included in the table above is the change in cash surrender values of COLI policies (including net death benefits recognized). Current tax regulations provide for tax-free treatment of life insurance (death benefit) proceeds. Therefore, changes in the cash surrender values of COLI policies, as they progress towards the ultimate death benefits, are also recorded without tax consequences. Refer to Other Property and Investments above and also to Note 2 – Components of Net Periodic Benefit Cost.

~~Derivatives~~. In managing its natural gas supply portfolios, Southwest has historically entered into fixed- and variable-price contracts, which qualify as derivatives. Additionally, Southwest has utilized fixed-for-floating swap contracts (“Swaps”) to supplement its fixed-price contracts. The fixed-price contracts, firm commitments to purchase a fixed amount of gas in the future at a fixed price, qualify for the normal purchases and normal sales exception that is allowed for contracts that are probable of delivery in the normal course of business, and are exempt from fair value reporting. The variable-price contracts qualify as derivative instruments; however, because the contract prices are the prevailing prices at the future transaction dates, the contracts have no determinable fair value. The Swap contract prices are determined at the beginning of each month to reflect that month’s published first of month index price and are recorded at fair value (Level 2). Southwest does not utilize derivative financial instruments for speculative purposes, nor does it have trading operations.

~~Management does not currently anticipate entering into new Swaps in the near term; the longest maturity date of the Swaps as of June 30, 2020~~ ~~is October 2020.~~

Master netting arrangements exist with each counterparty that provide for the net settlement of all contracts through a single payment. Management has elected to reflect the net amounts in its balance sheets, which were immaterial at June 30, 2020.

Previously, Southwest entered into forward-starting interest rate swaps (“FSIRS”), the settled positions for which are immaterial and continue to be amortized from Accumulated other comprehensive income (loss) into interest expense.

Redeemable Noncontrolling Interest. In connection with the acquisition of Linetec in November 2018, the previous owner retained a 20% equity interest in Linetec, the reduction of which is subject to certain rights based on the passage of time or upon the occurrence of certain triggering events.


			16


~~SOUTHWEST GAS HOLDINGS, INC.~~						~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~						~~June 30, 2020~~

Significant changes in the value of the redeemable noncontrolling interest, above a floor established at the acquisition 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. ~~However, the carrying value was greater than~~Based on the fair value ~~as of June 30, 2020, and no previous upward~~model employed, the estimated redemption value ~~adjustments were made following~~of the ~~acquisition date. SEC guidance indicates that a~~redeemable noncontrolling interest increased by approximately $38 million during the first quarter of 2021. Adjustment to the redemption value ~~adjustment would~~also impacts retained earnings, as reflected in the Company’s Condensed Consolidated Statement of Equity, but does not ~~be made under these circumstances.~~impact net income. The following depicts the change to the balance of the redeemable noncontrolling interest:


(Thousands of dollars):	Redeemable Noncontrolling Interest
Balance, December 31, ~~2019~~2020	$	~~84,542~~165,716
Net income attributable to redeemable noncontrolling interest	~~2,379~~1,552
Redemption value adjustment	38,018
Balance, ~~June 30, 2020~~March 31, 2021	$	~~86,921~~ 205,286


			16


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						March 31, 2021

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 ~~the~~ Basic and Diluted EPS calculations is shown in the following table:


		Three Months Ended June 30,			Six Months Ended June 30,				Twelve Months Ended June 30,			Three Months Ended March 31,			Twelve Months Ended March 31,
(In thousands)	(In thousands)	2020	2019	2020	2019	2020	2019	(In thousands)		2021	2020		2021	2020
Average basic shares		55,462	53,935	55,386	53,654	55,105	51,914
Weighted average basic shares								Weighted average basic shares		57,600	55,310		56,564	54,726
Effect of dilutive securities:	Effect of dilutive securities:							Effect of dilutive securities:
Management Incentive Plan shares	Management Incentive Plan shares	—	11	—	11	6	18	Management Incentive Plan shares		0	0		0	9
Restricted stock units (1)	Restricted stock units (1)	70	57	62	51	60	45	Restricted stock units (1)		79	53		85	57
Average diluted shares		55,532	54,003	55,448	53,716	55,171	51,977
Weighted average diluted shares								Weighted average diluted shares		57,679	55,363		56,649	54,792

(1) The number of securities ~~granted included 63,000~~included 75,000 and ~~49,000~~50,000 performance shares during the three months ending ~~June 30,~~March 31, 2021 and 2020, and ~~2019, 57,000~~76,000 and ~~45,000 performance shares during the six months ending June 30, 2020 and 2019, and 51,000 and 36,000~~48,000 performance shares during the twelve months ending ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively, the total of which waswas derived by assuming that target performance will be ~~achieved~~achieved during the relevant performance period.

Recent Accounting Standards Updates.

Accounting pronouncements adopted in ~~2020:~~2021:

In ~~June 2016,~~December 2019, the Financial Accounting Standards Board ~~(“FASB”~~(the “FASB”) issued ASU 2016-13 update “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The update requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The Company and Southwest adopted the update in the first quarter of 2020, and concluded the impact was not material to the condensed consolidated financial statements of the Company or Southwest. See ~~Accounts receivable, net of allowances~~ ~~above.~~

In January 2017, the FASB issued ASU 2017-04 “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” Under the update, an entity will apply a one-step quantitative test as opposed to a two-step test as previously required, and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment. The Company and Southwest adopted the update in the first quarter of 2020 and will apply the update prospectively in any future goodwill impairment tests.

In August 2018, the FASB issued ASU 2018-15 “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” The update generally aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement (that is a service contract) with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software, with the exception that such costs are to be included in the same line item in the balance sheet that a prepayment of the fees associated with the arrangement would be presented. Once capitalized, the update requires the entity to expense the amount capitalized over the term of the hosting arrangement, including reasonably certain renewal periods. The Company and


			17


~~SOUTHWEST GAS HOLDINGS, INC.~~						~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~						~~June 30, 2020~~

Southwest adopted the update in the first quarter of 2020 using the prospective transition method. The Company and Southwest have no material implementation costs related to cloud computing arrangements.

~~Recently issued accounting pronouncements that will be effective after 2020:~~

~~In December 2019, the FASB~~ issued ASU 2019-12 “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” The update simplifies the accounting for income taxes by removing certain exceptions to the general principles, as well as improving consistent application in Topic 740 by clarifying and amending existing guidance. The Company and Southwest adopted the update ~~is effective for fiscal years beginning after December 15,~~in the first quarter of 2021, ~~and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted for periods for~~the impact of which ~~financial statements have~~was not ~~yet been made available for issuance. Management is evaluating~~material to the ~~impacts this update might have on the Company’s and Southwest’s~~condensed consolidated financial statements ~~and disclosures.~~of the Company or Southwest.

Recently issued accounting pronouncements that will be effective after 2021:

In March 2020, the FASB issued ASU 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The update 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.~~reporting, including when modifying a contract (during the eligibility period covered by the update to Topic 848) to replace a reference rate affected by such reform. The update applies only to contracts and hedging relationships that reference the London Interbank Offered Rate (“LIBOR”) or another ~~reference~~ rate expected to be discontinued due to reference rate reform. The ~~expedients~~guidance was eligible to be applied upon issuance on March 12, 2020, and ~~exceptions provided by the amendments do not apply to contract modifications made or entered into after~~can generally be applied through December 31, 2022. Management ~~is evaluating~~will monitor the impacts this update might have on 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. See also LIBOR discussion in Note 5 – Debt.

In August 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 guidance related to the disclosures and earnings-per-share for convertible instruments and contracts in an entity’s own equity. The update is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years; early adoption is permitted. Management is evaluating what impacts, if any, this update might have on the Company’s consolidated financial statements and disclosures.


			1817


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2020~~March 31, 2021

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.

The service cost component of net periodic benefit costs included in the table below is a component of an overhead loading process associated with the cost of labor. The overhead process ultimately results in allocation of ~~that portion of overall net periodic benefit costs~~service cost to the same accounts to which productive labor is charged. As a result, service costs become components of various accounts, primarily operations and maintenance expense, net utility plant, and deferred charges and other assets for both the Company and Southwest. 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																				Qualified Retirement Plan
		June 30,																				March 31,
		Three Months						Six Months								Twelve Months			Three Months					Twelve Months
		2020		2019		2020		2019		2020		2019			2021		2020			2021		2020
(Thousands of dollars)	(Thousands of dollars)													(Thousands of dollars)
Service cost	Service cost	$	8,575	$	6,466	$	17,149	$	12,932	$	30,081	$	27,209	Service cost	$	10,290	$	8,574		$	36,015	$	27,972
Interest cost	Interest cost	11,389		12,251		22,777		24,503		47,280		46,590		Interest cost	10,108		11,388			44,275		48,142
Expected return on plan assets	Expected return on plan assets	(16,324)		(15,061)		(32,648)		(30,122)		(62,770)		(59,500)		Expected return on plan assets	(18,088)		(16,324)			(67,060)		(61,507)
Amortization of net actuarial loss	Amortization of net actuarial loss	9,006		5,589		18,013		11,178		29,191		27,236		Amortization of net actuarial loss	10,489		9,007			37,507		25,774
Net periodic benefit cost	Net periodic benefit cost	$	12,646	$	9,245	$	25,291	$	18,491	$	43,782	$	41,535	Net periodic benefit cost	$	12,799	$	12,645		$	50,737	$	40,381

		SERP																				SERP
		June 30,																				March 31,
		Three Months						Six Months								Twelve Months			Three Months					Twelve Months
		2020		2019		2020		2019		2020		2019			2021		2020			2021		2020
(Thousands of dollars)	(Thousands of dollars)													(Thousands of dollars)
Service cost	Service cost	$	97	$	67	$	195	$	133	$	328	$	256	Service cost	$	131	$	98		$	422	$	298
Interest cost	Interest cost	402		440		803		880		1,683		1,709		Interest cost	358		401			1,561		1,721
Amortization of net actuarial loss	Amortization of net actuarial loss	451		255		902		510		1,412		1,261		Amortization of net actuarial loss	660		451			2,014		1,216
Net periodic benefit cost	Net periodic benefit cost	$	950	$	762	$	1,900	$	1,523	$	3,423	$	3,226	Net periodic benefit cost	$	1,149	$	950		$	3,997	$	3,235

		PBOP																				PBOP
		June 30,																				March 31,
		Three Months						Six Months								Twelve Months			Three Months					Twelve Months
		2020		2019		2020		2019		2020		2019			2021		2020			2021		2020
(Thousands of dollars)	(Thousands of dollars)													(Thousands of dollars)
Service cost	Service cost	$	395	$	319	$	791	$	638	$	1,429	$	1,374	Service cost	$	423	$	396		$	1,608	$	1,353
Interest cost	Interest cost	645		762		1,290		1,524		2,812		2,898		Interest cost	548		645			2,485		2,929
Expected return on plan assets	Expected return on plan assets	(852)		(789)		(1,704)		(1,578)		(3,282)		(3,436)		Expected return on plan assets	(810)		(852)			(3,366)		(3,219)
Amortization of prior service costs	Amortization of prior service costs	289		318		578		635		1,214		1,302		Amortization of prior service costs	240		289			1,106		1,243

Net periodic benefit cost	Net periodic benefit cost	$	477	$	610	$	955	$	1,219	$	2,173	$	2,138	Net periodic benefit cost	$	401	$	478		$	1,833	$	2,306


			1918


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2020~~March 31, 2021

Note 3 – Revenue

The following information about the Company’s revenues is presented by segment. Southwest encompasses the natural gas operations segment and Centuri encompasses the utility infrastructure services segment.

Natural Gas Operations Segment:

Gas operating revenues 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, and various categories of revenue:


		Three Months Ended June 30,						Six Months Ended June 30,								Twelve Months Ended June 30,			Three Months Ended March 31,					Twelve Months Ended March 31,
(Thousands of dollars)	(Thousands of dollars)	2020		2019		2020		2019		2020		2019		(Thousands of dollars)	2021		2020			2021		2020
Residential	Residential	$	181,298	$	164,873	$	559,853	$	582,101	$	950,540	$	958,008	Residential	$	403,143	$	378,555		$	983,108	$	934,115
Small commercial	Small commercial	41,455		50,184		123,918		139,794		233,241		251,281		Small commercial	81,398		82,463			220,476		241,970
Large commercial	Large commercial	9,979		11,123		22,646		25,085		46,496		49,703		Large commercial	12,673		12,667			44,639		47,640
Industrial/other	Industrial/other	6,499		5,413		13,201		11,891		23,384		23,379		Industrial/other	13,770		6,702			33,310		22,298
Transportation	Transportation	19,835		21,815		44,241		46,717		89,904		88,934		Transportation	24,536		24,406			88,345		91,884
Revenue from contracts with customers	Revenue from contracts with customers	259,066		253,408		763,859		805,588		1,343,565		1,371,305		Revenue from contracts with customers	535,520		504,793			1,369,878		1,337,907
Alternative revenue program revenues (deferrals)	Alternative revenue program revenues (deferrals)	4,111		3,392		346		(31,153)		6,387		(22,776)		Alternative revenue program revenues (deferrals)	(16,373)		(3,765)			(468)		5,668
Other revenues (1)	Other revenues (1)	(743)		1,911		1,056		4,953		4,860		18,595		Other revenues (1)	2,785		1,799			280		7,514
Total Gas operating revenues	Total Gas operating revenues	$	262,434	$	258,711	$	765,261	$	779,388	$	1,354,812	$	1,367,124	Total Gas operating revenues	$	521,932	$	502,827		$	1,369,690	$	1,351,089

(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 ~~current~~ customer rates ~~that are~~ expected to be returned to customers in future periods. Late fees and certain other fees were reduced, for the three- and twelve-month periods ended March 31, 2021, due to a 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,			Three Months Ended March 31,					Twelve Months Ended March 31,
(Thousands of dollars)	(Thousands of dollars)	2020		2019		2020		2019		2020		2019		(Thousands of dollars)	2021		2020			2021		2020
Service Types:	Service Types:													Service Types:
Gas infrastructure services	Gas infrastructure services	$	330,157	$	323,817	$	547,866	$	521,709	$	1,265,131	$	1,205,197	Gas infrastructure services	$	221,837	$	217,709		$	1,265,288	$	1,258,790
Electric power infrastructure services	Electric power infrastructure services	95,286		61,366		167,606		113,667		301,656		136,900		Electric power infrastructure services	93,961		72,320			433,467		267,736
Other	Other	69,370		69,117		112,834		131,786		245,335		292,129		Other	48,177		43,464			280,015		245,083
Total Utility infrastructure services revenues	Total Utility infrastructure services revenues	$	494,813	$	454,300	$	828,306	$	767,162	$	1,812,122	$	1,634,226	Total Utility infrastructure services revenues	$	363,975	$	333,493		$	1,978,770	$	1,771,609

Three Months Ended
June 30, Six Months Ended
June 30, Twelve Months Ended June 30,
(Thousands of dollars) 2020 2019 2020 2019 2020 2019
Contract Types:
Master services agreement $ 375,502 $ 375,860 $ 639,047 $ 611,515 $ 1,410,909 $ 1,229,388
Bid contract 119,311 78,440 189,259 155,647 401,213 404,838
Total Utility infrastructure services revenues $ 494,813 $ 454,300 $ 828,306 $ 767,162 $ 1,812,122 $ 1,634,226
Unit price contracts $ 365,253 $ 355,487 $ 608,389 $ 591,172 $ 1,397,473 $ 1,323,034
Fixed price contracts 36,011 4,426 63,556 42,965 133,515 107,697
Time and materials contracts 93,549 94,387 156,361 133,025 281,134 203,495
Total Utility infrastructure services revenues $ 494,813 $ 454,300 $ 828,306 $ 767,162 $ 1,812,122 $ 1,634,226


	Three Months Ended March 31,				Twelve Months Ended March 31,
(Thousands of dollars)	2021		2020			2021		2020
Contract Types:
Master services agreement	$	293,680	$	263,545		$	1,520,144	$	1,411,267
Bid contract	70,295		69,948			458,626		360,342
Total Utility infrastructure services revenues	$	363,975	$	333,493		$	1,978,770	$	1,771,609

Unit price contracts	$	234,449	$	243,136		$	1,347,953	$	1,387,706
Fixed price contracts	34,594		27,545			164,750		101,931
Time and materials contracts	94,932		62,812			466,067		281,972
Total Utility infrastructure services revenues	$	363,975	$	333,493		$	1,978,770	$	1,771,609


			2019


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2020~~March 31, 2021

The following table provides information about contracts receivable and revenue earned on contracts in progress in excess of billings (contract asset), which are both included within Accounts receivable, net of allowances, as well as amounts billed in excess of revenue earned on contracts (contract liability), which are included in Other current liabilities as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 on the Company’s Condensed Consolidated Balance Sheets:


(Thousands of dollars)	(Thousands of dollars)	June 30, 2020		December 31, 2019		(Thousands of dollars)	March 31, 2021		December 31, 2020
Contracts receivable, net	Contracts receivable, net	$	240,917	$	223,904	Contracts receivable, net	$	197,357	$	278,316
Revenue earned on contracts in progress in excess of billings	Revenue earned on contracts in progress in excess of billings	145,414		99,399		Revenue earned on contracts in progress in excess of billings	107,336		96,996
Amounts billed in excess of revenue earned on contracts	Amounts billed in excess of revenue earned on contracts	6,633		4,525		Amounts billed in excess of revenue earned on contracts	5,985		4,507

The revenue earned on contracts in progress in excess of billings (contract asset) primarily relates to Centuri’s rights 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, ~~2019~~2020 to ~~June 30, 2020~~March 31, 2021 is due to revenue recognized of $4.5 million th~~that~~at was included in this item as of January 1, ~~2020,~~2021, after which time it became earned and the balance was reduced, and to increases due to cash received, net of revenue recognized during the period related to contracts that commenced during the period.

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. Further, 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, 2020,~~March 31, 2021, Centuri had 2618 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, 2020~~March 31, 2021 was $~~60.1~~48.7 million. Centuri expects to recognize the remaining performance ~~obligations~~obligations over approximately the next two years; ~~however,~~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)	(Thousands of dollars)	June 30, 2020		December 31, 2019		(Thousands of dollars)	March 31, 2021		December 31, 2020
Billed on completed contracts and contracts in progress	Billed on completed contracts and contracts in progress	$	235,971	$	216,268	Billed on completed contracts and contracts in progress	$	193,042	$	273,778
Other receivables	Other receivables	5,389		8,456		Other receivables	5,789		6,692
Contracts receivable, gross	Contracts receivable, gross	241,360		224,724		Contracts receivable, gross	198,831		280,470
Allowance for doubtful accounts	Allowance for doubtful accounts	(443)		(820)		Allowance for doubtful accounts	(1,474)		(2,154)
Contracts receivable, net	Contracts receivable, net	$	240,917	$	223,904	Contracts receivable, net	$	197,357	$	278,316


			2120


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2020~~March 31, 2021

Note 4 – Common Stock

Only 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 May 8, 2019, the Company filed with the SEC an automatic shelf registration statement on Form S-3 (File No. 333-231297), which became effective upon filing, for the offer and sale of up to $300 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 May 8, 2019, between the Company and BNY Mellon Capital Markets, LLC (the “Equity Shelf Program”). The following table provides the activity under the Equity Shelf Program for the three-month and life-to-date periods ended ~~June 30, 2020:~~March 31, 2021:


		Three Months Ended		Life-To-Date Ended			Three Months Ended		Life-To-Date Ended
		June 30, 2020							March 31, 2021
Gross proceeds	Gross proceeds	$	49,999,986	$	174,337,234	Gross proceeds	$	46,448,484	$	299,999,974
Less: agent commissions	Less: agent commissions	(499,999)		(1,743,372)		Less: agent commissions	(464,485)		(3,000,000)
Net proceeds	Net proceeds	$	49,499,987	$	172,593,862	Net proceeds	$	45,983,999	$	296,999,974
Number of shares sold	Number of shares sold	720,212		2,199,157		Number of shares sold	705,957		4,102,414
Weighted average price per share	Weighted average price per share	$	69.42	$	79.27	Weighted average price per share	$	65.80	$	73.13

~~As of June 30, 2020,~~During the quarter ended March 31, 2021, the Company ~~had up to~~ ~~$125,662,766~~sold essentially all of the remaining common stock available for sale under the program. Net proceeds from the sale of shares of common stock under the Equity Shelf Program are intended for general corporate purposes, including the acquisition of property for the construction, completion, extension, or improvement of pipeline systems and facilities located in and around the communities served by Southwest.

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 for the offer and sale of up to $500 million of common stock from time to time in a new at-the-market offering program. The shares will be issued pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-251074), which became effective upon filing with the SEC on December 2, 2020.

During the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, the Company issued approximately ~~96,000~~47,000 shares of common stock through the Restricted Stock/Unit Plan and ~~Management~~Omnibus Incentive Plan.

Additionally, during the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, the Company issued ~~86,000~~49,500 shares of common stock through the Dividend Reinvestment and Stock Purchase Plan, raising approximately $6 $3.1 million.


			2221


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2020~~March 31, 2021

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. ~~However, details~~Details surrounding the fair value, as described in Note 1 – Background, Organization, and Summary of Significant Accounting Policies, and individual carrying values of instruments are ~~discussed below or~~ provided in the table that follows.


	March 31, 2021				December 31, 2020
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
(Thousands of dollars)
Southwest Gas Corporation:
Debentures:
Notes, 6.1%, due 2041	$	125,000	$	160,651	$	125,000	$	174,858
Notes, 3.875%, due 2022	250,000		256,693		250,000		258,825
Notes, 4.875%, due 2043	250,000		288,500		250,000		317,190
Notes, 3.8%, due 2046	300,000		306,261		300,000		347,046
Notes, 3.7%, due 2028	300,000		324,069		300,000		344,553
Notes, 4.15%, due 2049	300,000		324,183		300,000		370,278
Notes, 2.2%, due 2030	450,000		438,912		450,000		474,552
8% Series, due 2026	75,000		95,894		75,000		99,723
Medium-term notes, 7.78% series, due 2022	25,000		26,201		25,000		26,663
Medium-term notes, 7.92% series, due 2027	25,000		32,138		25,000		33,802
Medium-term notes, 6.76% series, due 2027	7,500		9,127		7,500		9,613
Unamortized discount and debt issuance costs	(17,501)				(17,822)
	2,089,999				2,089,678
Revolving credit facility and commercial paper	150,000		150,000		150,000		150,000
Industrial development revenue bonds:
Variable-rate bonds:
Tax-exempt Series A, due 2028	50,000		50,000		50,000		50,000
2003 Series A, due 2038	50,000		50,000		50,000		50,000
2008 Series A, due 2038	50,000		50,000		50,000		50,000
2009 Series A, due 2039	50,000		50,000		50,000		50,000
Unamortized discount and debt issuance costs	(1,411)				(1,472)
	198,589				198,528
Less: current maturities	(25,000)				0
Long-term debt, less current maturities - Southwest Gas Corporation	$	2,413,588			$	2,438,206
Centuri:
Centuri term loan facility	$	222,668	$	225,269	$	226,648	$	230,824
Unamortized debt issuance costs	(750)				(820)
	221,918				225,828
Centuri secured revolving credit facility	26,163		26,180		26,626		26,645
Centuri other debt obligations	77,235		78,378		81,973		84,246
Less: current maturities	(42,334)				(40,433)
Long-term debt, less current maturities - Centuri	$	282,982			$	293,994
Consolidated Southwest Gas Holdings, Inc.:
Southwest Gas Corporation long-term debt	$	2,438,588			$	2,438,206
Centuri long-term debt	325,316				334,427
Less: current maturities	(67,334)				(40,433)
Long-term debt, less current maturities - Southwest Gas Holdings, Inc.	$	2,696,570			$	2,732,200


			22


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						March 31, 2021

The fair values of ~~Southwest’s revolving credit facility (including commercial paper) and the variable-rate Industrial Development Revenue Bonds (“IDRBs”) approximate their carrying values. The fair values of the~~Southwest's revolving credit facility and IDRBs are categorized as Level 1 based on the FASB’s fair value hierarchy, due to Southwest’s ability to access similar debt arrangements at measurement dates with comparable terms, including variable/market rates. ~~Additionally, the borrowings by Southwest under its revolving credit facility are generally repaid quickly and the IDRBs have interest rates that reset frequently.~~

The fair values of Southwest’s debentures (which include senior and medium-term notes) were determined utilizing a market-based valuation approach, where fair values are determined based on evaluated pricing data, ~~such~~and 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 debenturessuch are categorized as Level 2.

~~The Centuri~~2 in the hierarchy. Centuri's secured revolving credit and term loan facility and ~~Centuri’s~~ other debt obligations (not actively traded) are categorized as Level ~~3. Because Centuri’s debt is not publicly traded,~~3; fair values ~~for its secured revolving credit and term loan facility and other debt obligations~~ were based on a conventional discounted cash flow methodology utilizing 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.~~


			23


~~SOUTHWEST GAS HOLDINGS, INC.~~						~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~						~~June 30, 2020~~

June 30, 2020 December 31, 2019
Carrying
Amount Market
Value Carrying
Amount Market
Value
(Thousands of dollars)
Southwest Gas Corporation:
Debentures:
Notes, 4.45%, due 2020 $ 125,000 $ 125,591 $ 125,000 $ 126,673
Notes, 6.1%, due 2041 125,000 170,349 125,000 162,666
Notes, 3.875%, due 2022 250,000 261,013 250,000 258,550
Notes, 4.875%, due 2043 250,000 311,565 250,000 291,928
Notes, 3.8%, due 2046 300,000 328,707 300,000 308,307
Notes, 3.7%, due 2028 300,000 336,504 300,000 320,685
Notes, 4.15%, due 2049 300,000 325,410 300,000 330,138
Notes, 2.2%, due 2030 450,000 462,708 — —
8% Series, due 2026 75,000 99,588 75,000 96,905
Medium-term notes, 7.78% series, due 2022 25,000 27,224 25,000 27,500
Medium-term notes, 7.92% series, due 2027 25,000 33,720 25,000 32,543
Medium-term notes, 6.76% series, due 2027 7,500 9,549 7,500 9,156
Unamortized discount and debt issuance costs (18,488) (14,450)
2,214,012 1,768,050
Revolving credit facility and commercial paper — — 150,000 150,000
Industrial development revenue bonds:
Variable-rate bonds:
Tax-exempt Series A, due 2028 50,000 50,000 50,000 50,000
2003 Series A, due 2038 50,000 50,000 50,000 50,000
2008 Series A, due 2038 50,000 50,000 50,000 50,000
2009 Series A, due 2039 50,000 50,000 50,000 50,000
Unamortized discount and debt issuance costs (1,594) (1,717)
198,406 198,283
Less: current maturities (125,000) (125,000)
Long-term debt, less current maturities - Southwest Gas Corporation $ 2,287,418 $ 1,991,333
Centuri:
Centuri term loan facility $ 230,991 $ 235,906 $ 244,812 $ 252,182
Unamortized debt issuance costs (960) (1,101)
230,031 243,711
Centuri secured revolving credit facility 66,645 66,672 60,021 60,057
Centuri other debt obligations 101,891 104,500 43,929 44,787
Less: current maturities (46,668) (38,512)
Long-term debt, less current maturities - Centuri $ 351,899 $ 309,149
Consolidated Southwest Gas Holdings, Inc.:
Southwest Gas Corporation long-term debt $ 2,412,418 $ 2,116,333
Centuri long-term debt 398,567 347,661
Less: current maturities (171,668) (163,512)
Long-term debt, less current maturities - Southwest Gas Holdings, Inc. $ 2,639,317 $ 2,300,482
curves.

Southwest has a $400 million credit facility ~~for which it has designated~~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~~ LIBOR 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, 2020,~~March 31, 2021, the applicable margin is 1% for loans bearing interest with reference to LIBOR and


			24


~~SOUTHWEST GAS HOLDINGS, INC.~~						~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~						~~June 30, 2020~~

0% for loans bearing interest with reference to the alternative base rate. At ~~June 30, 2020, there were 0~~March 31, 2021, $150 million was outstanding ~~amounts~~ on the long-term portion (including $50 million under the commercial paper program, discussed below)of the ~~facility.~~

~~On April 10, 2020, Southwest amended its~~facility and $17 million of borrowings were outstanding on the short-term portion of this credit facility agreement; total borrowing capacity under the amended agreement remains $400 million. The amended agreement extended the maturity date from March 2022 to April 2025. Under the amended agreement, the applicable margin will range from 0.750% to 1.500% for loans bearing interest with reference to LIBOR and from 0.000% to 0.500% for loans bearing interest with reference to an alternate base rate. Upon the occurrence of certain events providing for a transition away from LIBOR, or if LIBOR is no longer a widely recognized benchmark rate, Southwest may further amend the credit facility with a replacement rate as set forth in the amended agreement. Southwest 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. The amended agreement contains certain representations and warranties and affirmative and negative covenants similar to those contained in the previous agreement. In addition, the amended agreement contains a financial covenant requiring Southwest to maintain a ratio of funded debt to total capitalization not to exceed 0.70 to 1.00 as of the end of any quarter of any fiscal year.discussed below.

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 are designated asas long-term debt. Interest rates for the program are calculated at the then current commercial paper rate. At ~~June 30, 2020, 0~~March 31, 2021, as noted above, $50 million of borrowings were outstanding under the commercial paper program.

In June 2020, Southwest issued $450 million aggregate principal amount of 2.20% Senior Notes at a discount of 0.126%. The notes will mature in June 2030. A portion of the net proceeds was used to reduce borrowings under Southwest’s credit facility. Additionally, Southwest intends to use a portion of the net proceeds from the issuance of the 2.20% Senior Notes to redeem the 4.45% $125 million Notes due in December 2020. On July 31, 2020, Southwest provided notice to the holders of the 4.45% Notes of Southwest’s intention to redeem the notes in full on September 1, 2020 at a redemption price of 100% plus accrued and unpaid interest.

Centuri has a $590 million senior secured revolving credit and term loan facility, scheduled to expire in November 2023. The capacity of the line of credit portion of the facility is $325 million; related amounts borrowed and repaid are available to be re-borrowed. The term loan portion of the facility has a limit of approximately $265 million. The $590 million 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’s assets securing the facility at ~~June 30, 2020~~March 31, 2021 totaled ~~$1.3 billion.~~$1.3 billion. At ~~June 30, 2020, $298~~March 31, 2021, $249 million in ~~borrowings~~borrowings were outstanding under Centuri’s combined secured revolving credit and term loan facility. ~~Centuri also received proceeds of $70 million in equipment loans in 2020, which were used for repayment of outstanding borrowings on the line of credit.~~

Short-Term Debt

Southwest Gas Holdings, Inc. has a $100 million credit facility that is scheduled to expire in April 2025 and is primarily used for short-term financing needs. There was ~~$58~~$43 million outstanding under this credit facility as of ~~June 30, 2020.~~March 31, 2021.

~~On April 10, 2020, Southwest Gas Holdings, Inc. amended its existing~~Under Southwest’s $400 million credit facility, ~~extending~~Southwest had $17 million in short-term borrowings outstanding at March 31, 2021.

In March 2021, Southwest issued a $250 million Term Loan that matures March 22, 2022. The proceeds were used to fund the ~~maturity date to April 2025. The revolving borrowing capacity under~~increased cost of natural gas supply during the ~~amended agreement remains at $100 million.~~month of February 2021, caused by extreme weather conditions in the central U.S. (see Deferred Purchased Gas Costs in Note 1 – Background, Organization, and Summary of Significant Accounting Policies). Interest rates for the ~~amended facility~~term loan are calculated at either LIBOR or an “alternate base rate,” plus in each case an applicable margin that is determined based on ~~Southwest Gas Holdings, Inc.’s~~Southwest’s senior unsecured long-term debt rating. The applicable margin ~~under the amended agreement~~ ranges from ~~0.750%~~0.550% to ~~1.500%~~1.000% for loans bearing interest with reference to LIBOR and ~~from~~ 0.000% ~~to 0.500%~~ for loans bearing interest with reference to ~~the~~an alternate base rate. ~~Upon the occurrence of certain events providing for a transition away from LIBOR, or if LIBOR is no longer a widely recognized benchmark~~The effective interest rate Southwest Gas Holdings, Inc. may amend the credit facility agreement with a replacement rate, as set forth in the amended agreement. Southwest Gas Holdings, Inc. is also required to pay a commitment fee on the unfunded portion of the commitments based on its senior unsecured long-term debt rating.was 0.77% at March 31, 2021. The commitment fee ranges from 0.075% to 0.200% per annum. The amended agreement contains certain representations and warranties and affirmative and negative covenants similar to those contained in the previous agreement. In addition, the amended agreement contains a financial covenant requiring Southwest ~~Gas Holdings, Inc.~~ to maintain a ratio of funded debt to total capitalization not to exceed 0.70 to 1.00 as of the end of any quarter of any fiscal year.

As discussed previously, under Southwest’s $400 million credit facility, $250 million has been designated by management for working capital purposes. Southwest had 0 short-term borrowings outstanding at June 30, 2020 under this facility.

LIBOR


			25


~~SOUTHWEST GAS HOLDINGS, INC.~~						~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~						~~June 30, 2020~~

LIBOR

It is ~~currently anticipated that LIBOR may~~scheduled to be discontinued as a benchmark or reference rate after 2021. As of June 30, 2020, $58 million and $188 million, respectively, for the holding company and Centuri, was outstanding under credit facilities whereby interest was with reference to LIBOR and for which maturity dates extend beyond 2021; no such borrowings were outstanding for Southwest. As of June 30, 2020, these LIBOR-based borrowings approximately 9% of total debt (including current maturities) for the Company overall. Southwest and Southwest Gas Holdings, Inc., in accordance with the April 2020 amendments to their respective facilities, may make further amendments with replacement rates if LIBOR is discontinued. However, replacement rates are not currently determinable. In order to mitigate the impact of a discontinuance on the Company’s and Southwest’s financial condition and results of operations, management will ~~continue to~~ monitor developments and work with lenders to determine the appropriate replacement/alternative reference rate for variable rate debt. At this time the Company and Southwest can provide no assurances as to the impact a LIBOR discontinuance will have on their financial condition or results of operations. Any alternative rate may be less predictable or less attractive than LIBOR.


			2623


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2020~~March 31, 2021

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, 2020										Three Months Ended June 30, 2019											Three Months Ended March 31, 2021				Three Months Ended March 31, 2020
(Thousands of dollars)	(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		(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:	Defined benefit pension plans:													Defined benefit pension plans:
Amortization of prior service cost	Amortization of prior service cost	$	289	$	(69)	$	220	$	318	$	(76)	$	242	Amortization of prior service cost	$	240	$	(58)	$	182	$	289	$	(69)	$	220
Amortization of net actuarial (gain)/loss	Amortization of net actuarial (gain)/loss	9,457		(2,270)		7,187		5,844		(1,403)		4,441		Amortization of net actuarial (gain)/loss	11,149		(2,675)		8,474		9,458		(2,270)		7,188
Regulatory adjustment	Regulatory adjustment	(8,395)		2,015		(6,380)		(5,348)		1,284		(4,064)		Regulatory adjustment	(9,575)		2,298		(7,277)		(8,395)		2,015		(6,380)
Pension plans other comprehensive income (loss)	Pension plans other comprehensive income (loss)	1,351		(324)		1,027		814		(195)		619		Pension plans other comprehensive income (loss)	1,814		(435)		1,379		1,352		(324)		1,028
FSIRS (designated hedging activities):	FSIRS (designated hedging activities):													FSIRS (designated hedging activities):
Amounts reclassified into net income	Amounts reclassified into net income	836		(201)		635		836		(200)		636		Amounts reclassified into net income	544		(131)		413		837		(201)		636
FSIRS other comprehensive income (loss)	FSIRS other comprehensive income (loss)	836		(201)		635		836		(200)		636		FSIRS other comprehensive income (loss)	544		(131)		413		837		(201)		636
Total other comprehensive income (loss) - Southwest Gas Corporation	Total other comprehensive income (loss) - Southwest Gas Corporation	2,187		(525)		1,662		1,650		(395)		1,255		Total other comprehensive income (loss) - Southwest Gas Corporation	2,358		(566)		1,792		2,189		(525)		1,664
Foreign currency translation adjustments:	Foreign currency translation adjustments:													Foreign currency translation adjustments:
Translation adjustments	Translation adjustments	1,794		—		1,794		787		—		787		Translation adjustments	823		0		823		(4,005)		0		(4,005)
Foreign currency other comprehensive income (loss)	Foreign currency other comprehensive income (loss)	1,794		—		1,794		787		—		787		Foreign currency other comprehensive income (loss)	823		0		823		(4,005)		0		(4,005)
Total other comprehensive income (loss) - Southwest Gas Holdings, Inc.	Total other comprehensive income (loss) - Southwest Gas Holdings, Inc.	$	3,981	$	(525)	$	3,456	$	2,437	$	(395)	$	2,042	Total other comprehensive income (loss) - Southwest Gas Holdings, Inc.	$	3,181	$	(566)	$	2,615	$	(1,816)	$	(525)	$	(2,341)

		Six Months Ended June 30, 2020										Six Months Ended June 30, 2019
		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		$	578	$	(138)	$	440	$	635	$	(152)	$	483
Amortization of net actuarial (gain)/loss		18,915		(4,540)		14,375		11,688		(2,805)		8,883
Regulatory adjustment		(16,790)		4,030		(12,760)		(10,695)		2,567		(8,128)
Pension plans other comprehensive income (loss)		2,703		(648)		2,055		1,628		(390)		1,238
FSIRS (designated hedging activities):
Amounts reclassified into net income		1,673		(402)		1,271		1,672		(401)		1,271
FSIRS other comprehensive income (loss)		1,673		(402)		1,271		1,672		(401)		1,271
Total other comprehensive income (loss) - Southwest Gas Corporation		4,376		(1,050)		3,326		3,300		(791)		2,509
Foreign currency translation adjustments:
Translation adjustments		(2,211)		—		(2,211)		1,578		—		1,578
Foreign currency other comprehensive income (loss)		(2,211)		—		(2,211)		1,578		—		1,578
Total other comprehensive income (loss) - Southwest Gas Holdings, Inc.		$	2,165	$	(1,050)	$	1,115	$	4,878	$	(791)	$	4,087


			27


~~SOUTHWEST GAS HOLDINGS, INC.~~						~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~						~~June 30, 2020~~


		Twelve Months Ended June 30, 2020										Twelve Months Ended June 30, 2019											Twelve Months Ended March 31, 2021				Twelve Months Ended March 31, 2020
(Thousands of dollars)	(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		(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:	Defined benefit pension plans:													Defined benefit pension plans:
Net actuarial gain/(loss)	Net actuarial gain/(loss)	$	(71,087)	$	17,061	$	(54,026)	$	(20,426)	$	4,902	$	(15,524)	Net actuarial gain/(loss)	$	(57,539)	$	13,809	$	(43,730)	$	(71,087)	$	17,061	$	(54,026)
Amortization of prior service cost	Amortization of prior service cost	1,214		(291)		923		1,302		(312)		990		Amortization of prior service cost	1,106		(266)		840		1,243		(298)		945
Amortization of net actuarial (gain)/loss	Amortization of net actuarial (gain)/loss	30,603		(7,345)		23,258		28,497		(6,839)		21,658		Amortization of net actuarial (gain)/loss	39,521		(9,484)		30,037		26,990		(6,477)		20,513
Prior service cost	Prior service cost	(1,878)		452		(1,426)		—		—		—		Prior service cost	0		0		0		(1,878)		452		(1,426)
Regulatory adjustment	Regulatory adjustment	30,849		(7,404)		23,445		(3,809)		914		(2,895)		Regulatory adjustment	6,255		(1,502)		4,753		33,896		(8,136)		25,760
Pension plans other comprehensive income (loss)	Pension plans other comprehensive income (loss)	(10,299)		2,473		(7,826)		5,564		(1,335)		4,229		Pension plans other comprehensive income (loss)	(10,657)		2,557		(8,100)		(10,836)		2,602		(8,234)
FSIRS (designated hedging activities):	FSIRS (designated hedging activities):													FSIRS (designated hedging activities):
Amounts reclassified into net income	Amounts reclassified into net income	3,345		(804)		2,541		3,344		(803)		2,541		Amounts reclassified into net income	2,954		(710)		2,244		3,345		(803)		2,542
FSIRS other comprehensive income (loss)	FSIRS other comprehensive income (loss)	3,345		(804)		2,541		3,344		(803)		2,541		FSIRS other comprehensive income (loss)	2,954		(710)		2,244		3,345		(803)		2,542
Total other comprehensive income (loss) - Southwest Gas Corporation	Total other comprehensive income (loss) - Southwest Gas Corporation	(6,954)		1,669		(5,285)		8,908		(2,138)		6,770		Total other comprehensive income (loss) - Southwest Gas Corporation	(7,703)		1,847		(5,856)		(7,491)		1,799		(5,692)
Foreign currency translation adjustments:	Foreign currency translation adjustments:													Foreign currency translation adjustments:
Translation adjustments	Translation adjustments	(1,751)		—		(1,751)		169		—		169		Translation adjustments	6,541		0		6,541		(2,758)		0		(2,758)
Foreign currency other comprehensive income (loss)	Foreign currency other comprehensive income (loss)	(1,751)		—		(1,751)		169		—		169		Foreign currency other comprehensive income (loss)	6,541		0		6,541		(2,758)		0		(2,758)
Total other comprehensive income (loss) - Southwest Gas Holdings, Inc.	Total other comprehensive income (loss) - Southwest Gas Holdings, Inc.	$	(8,705)	$	1,669	$	(7,036)	$	9,077	$	(2,138)	$	6,939	Total other comprehensive income (loss) - Southwest Gas Holdings, Inc.	$	(1,162)	$	1,847	$	685	$	(10,249)	$	1,799	$	(8,450)

(1)Tax amounts are calculated using a 24% rate. The Company has elected to indefinitely reinvest the earnings of Centuri’s Canadian subsidiaries in Canada, 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).

Approximately $2$1.7 million of realized losses (net of tax) related to the remaining balance of Southwest’s previously settled forward-starting interest rate ~~swaps~~swap (“FSIRS”), included in AOCI at ~~June 30, 2020,~~March 31, 2021, will be reclassified into interest expense within the next 12 months as the related interest payments on long-term debt occur.


			24


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						March 31, 2021

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													Defined Benefit Plans						FSIRS		Foreign Currency Items
(Thousands of dollars)	(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		(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, 2019		$	(66,601)	$	15,985	$	(50,616)	$	(5,966)	$	1,431	$	(4,535)	$	(1,581)	$	—	$	(1,581)	$	(56,732)
Beginning Balance AOCI December 31, 2020																						Beginning Balance AOCI December 31, 2020		$	(77,720)	$	18,653	$	(59,067)	$	(2,719)	$	651	$	(2,068)	$	132	$	—	$	132	$	(61,003)
Translation adjustments	Translation adjustments	—		—		—		—		—		—		(2,211)		—		(2,211)		(2,211)		Translation adjustments		—		—		—		—		—		—		823		—		823		823
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	—		—		—		—		—		—		(2,211)		—		(2,211)		(2,211)		Other comprehensive income (loss) before reclassifications		—		—		—		—		—		—		823		—		823		823
FSIRS amounts reclassified from AOCI (1)		—		—		—		1,673		(402)		1,271		—		—		—		1,271
FSIRS amount reclassified from AOCI (1)																						FSIRS amount reclassified from AOCI (1)		—		—		—		544		(131)		413		—		—		—		413
Amortization of prior service cost (2)	Amortization of prior service cost (2)	578		(138)		440		—		—		—		—		—		—		440		Amortization of prior service cost (2)		240		(58)		182		—		—		—		—		—		—		182
Amortization of net actuarial loss (2)	Amortization of net actuarial loss (2)	18,915		(4,540)		14,375		—		—		—		—		—		—		14,375		Amortization of net actuarial loss (2)		11,149		(2,675)		8,474		—		—		—		—		—		—		8,474
Regulatory adjustment (3)	Regulatory adjustment (3)	(16,790)		4,030		(12,760)		—		—		—		—		—		—		(12,760)		Regulatory adjustment (3)		(9,575)		2,298		(7,277)		—		—		—		—		—		—		(7,277)
Net current period other comprehensive income (loss) attributable to Southwest Gas Holdings, Inc.	Net current period other comprehensive income (loss) attributable to Southwest Gas Holdings, Inc.	2,703		(648)		2,055		1,673		(402)		1,271		(2,211)		—		(2,211)		1,115		Net current period other comprehensive income (loss) attributable to Southwest Gas Holdings, Inc.		1,814		(435)		1,379		544		(131)		413		823		—		823		2,615
Ending Balance AOCI June 30, 2020		$	(63,898)	$	15,337	$	(48,561)	$	(4,293)	$	1,029	$	(3,264)	$	(3,792)	$	—	$	(3,792)	$	(55,617)
Ending Balance AOCI March 31, 2021																						Ending Balance AOCI March 31, 2021		$	(75,906)	$	18,218	$	(57,688)	$	(2,175)	$	520	$	(1,655)	$	955	$	—	$	955	$	(58,388)

(1)The FSIRS reclassification ~~amounts are~~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, 2020~~

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


		Defined Benefit Plans										FSIRS													Defined Benefit Plans						FSIRS
(Thousands of dollars)	(Thousands of dollars)	Before-Tax		Tax (Expense) Benefit (8)		After-Tax		Before-Tax		Tax (Expense) Benefit (8)		After-Tax		AOCI		(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, 2019		$	(66,601)	$	15,985	$	(50,616)	$	(5,966)	$	1,431	$	(4,535)	$	(55,151)
FSIRS amounts reclassified from AOCI (5)		—		—		—		1,673		(402)		1,271		1,271
Beginning Balance AOCI December 31, 2020																Beginning Balance AOCI December 31, 2020	$	(77,720)	$	18,653	$	(59,067)	$	(2,719)	$	651	$	(2,068)	$	(61,135)
FSIRS amount reclassified from AOCI (5)																FSIRS amount reclassified from AOCI (5)	—		—		—		544		(131)		413		413
Amortization of prior service cost (6)	Amortization of prior service cost (6)	578		(138)		440		—		—		—		440		Amortization of prior service cost (6)	240		(58)		182		—		—		—		182
Amortization of net actuarial loss (6)	Amortization of net actuarial loss (6)	18,915		(4,540)		14,375		—		—		—		14,375		Amortization of net actuarial loss (6)	11,149		(2,675)		8,474		—		—		—		8,474
Regulatory adjustment (7)	Regulatory adjustment (7)	(16,790)		4,030		(12,760)		—		—		—		(12,760)		Regulatory adjustment (7)	(9,575)		2,298		(7,277)		—		—		—		(7,277)
Net current period other comprehensive income attributable to Southwest Gas Corporation	Net current period other comprehensive income attributable to Southwest Gas Corporation	2,703		(648)		2,055		1,673		(402)		1,271		3,326		Net current period other comprehensive income attributable to Southwest Gas Corporation	1,814		(435)		1,379		544		(131)		413		1,792
Ending Balance AOCI June 30, 2020		$	(63,898)	$	15,337	$	(48,561)	$	(4,293)	$	1,029	$	(3,264)	$	(51,825)
Ending Balance AOCI March 31, 2021																Ending Balance AOCI March 31, 2021	$	(75,906)	$	18,218	$	(57,688)	$	(2,175)	$	520	$	(1,655)	$	(59,343)

(5) The FSIRS reclassification ~~amounts are~~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)	(Thousands of dollars)	June 30, 2020		December 31, 2019		(Thousands of dollars)	March 31, 2021		December 31, 2020
Net actuarial (loss) gain		$	(464,159)	$	(483,074)
Net actuarial loss						Net actuarial loss	$	(491,634)	$	(502,783)
Prior service cost	Prior service cost	(3,063)		(3,641)		Prior service cost	(2,247)		(2,487)
Less: amount recognized in regulatory assets	Less: amount recognized in regulatory assets	403,324		420,114��		Less: amount recognized in regulatory assets	417,975		427,550
Recognized in AOCI	Recognized in AOCI	$	(63,898)	$	(66,601)	Recognized in AOCI	$	(75,906)	$	(77,720)


			2925


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2020~~March 31, 2021

Note 7 – Segment Information

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


(Thousands of dollars)	(Thousands of dollars)	June 30, 2020		December 31, 2019		(Thousands of dollars)	March 31, 2021		December 31, 2020
Centuri accounts receivable for services provided to Southwest	Centuri accounts receivable for services provided to Southwest	$	17,364	$	15,235	Centuri accounts receivable for services provided to Southwest	$	11,344	$	13,956

The Company has 2 reportable segments: natural gas operations and utility infrastructure services. Southwest has a single reportable segment that is referred to herein as the natural gas operations segment of the Company. In order to reconcile to net income as disclosed in the Condensed Consolidated Statements of Income, an Other column is included associated with impacts of corporate and administrative activities related to Southwest Gas Holdings, Inc. The financial information pertaining to the natural gas operations and utility infrastructure services segments is as follows:


(Thousands of dollars)	(Thousands of dollars)	Natural Gas Operations		Utility Infrastructure Services		Other		Total		(Thousands of dollars)	Natural Gas Operations		Utility Infrastructure Services		Other		Total
Three Months Ended June 30, 2020
Three Months Ended March 31, 2021										Three Months Ended March 31, 2021
Revenues from external customers	Revenues from external customers	$	262,434	$	457,890	$	—	$	720,324	Revenues from external customers	$	521,932	$	339,772	$	—	$	861,704
Intersegment revenues	Intersegment revenues	—		36,923		—		36,923		Intersegment revenues	0		24,203		—		24,203
Total	Total	$	262,434	$	494,813	$	—	$	757,247	Total	$	521,932	$	363,975	$	—	$	885,907
Segment net income (loss)	Segment net income (loss)	$	11,942	$	26,267	$	(244)	$	37,965	Segment net income (loss)	$	118,715	$	(859)	$	(563)	$	117,293

Three Months Ended June 30, 2019
Three Months Ended March 31, 2020										Three Months Ended March 31, 2020
Revenues from external customers	Revenues from external customers	$	258,711	$	405,218	$	—	$	663,929	Revenues from external customers	$	502,827	$	300,291	$	—	$	803,118
Intersegment revenues	Intersegment revenues	—		49,082		—		49,082		Intersegment revenues	0		33,202		—		33,202
Total	Total	$	258,711	$	454,300	$	—	$	713,011	Total	$	502,827	$	333,493	$	—	$	836,320
Segment net income (loss)	Segment net income (loss)	$	3,369	$	18,918	$	(231)	$	22,056	Segment net income (loss)	$	83,599	$	(10,204)	$	(853)	$	72,542

(Thousands of dollars)		Natural Gas Operations		Utility Infrastructure Services		Other		Total
Six Months Ended June 30, 2020
Revenues from external customers		$	765,261	$	758,181	$	—	$	1,523,442
Intersegment revenues		—		70,125		—		70,125
Total		$	765,261	$	828,306	$	—	$	1,593,567
Segment net income (loss)		$	95,541	$	16,063	$	(1,097)	$	110,507

Six Months Ended June 30, 2019
Revenues from external customers		$	779,388	$	679,407	$	—	$	1,458,795
Intersegment revenues		—		87,755		—		87,755
Total		$	779,388	$	767,162	$	—	$	1,546,550
Segment net income (loss)		$	106,758	$	10,887	$	(780)	$	116,865


(Thousands of dollars)	Natural Gas Operations		Utility Infrastructure Services		Other		Total
Twelve Months Ended March 31, 2021
Revenues from external customers	$	1,369,690	$	1,852,910	$	—	$	3,222,600
Intersegment revenues	0		125,860		—		125,860
Total	$	1,369,690	$	1,978,770	$	—	$	3,348,460
Segment net income (loss)	$	194,234	$	84,207	$	(1,366)	$	277,075

Twelve Months Ended March 31, 2020
Revenues from external customers	$	1,351,089	$	1,618,354	$	—	$	2,969,443
Intersegment revenues	0		153,255		—		153,255
Total	$	1,351,089	$	1,771,609	$	—	$	3,122,698
Segment net income (loss)	$	143,381	$	50,231	$	(1,943)	$	191,669


			3026


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2020~~March 31, 2021

(Thousands of dollars) Natural Gas
Operations Utility Infrastructure
Services Other Total
Twelve Months Ended June 30, 2020
Revenues from external customers $ 1,354,812 $ 1,671,026 $ — $ 3,025,838
Intersegment revenues — 141,096 — 141,096
Total $ 1,354,812 $ 1,812,122 $ — $ 3,166,934
Segment net income (loss) $ 151,954 $ 57,581 $ (1,957) $ 207,578
Twelve Months Ended June 30, 2019
Revenues from external customers $ 1,367,124 $ 1,470,787 $ — $ 2,837,911
Intersegment revenues — 163,439 — 163,439
Total $ 1,367,124 $ 1,634,226 $ — $ 3,001,350
Segment net income (loss) $ 152,629 $ 47,629 $ (1,758) $ 198,500


			31


~~SOUTHWEST GAS HOLDINGS, INC.~~						~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~						~~June 30, 2020~~

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” segment) and all of the shares of common stock of Centuri Group, Inc. (“Centuri,” or the “utility infrastructure services” segment). Southwest Gas Holdings, Inc. and its subsidiaries are collectively referred to as the “Company.”

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

As of ~~June 30, 2020,~~March 31, 2021, Southwest had ~~2,102,000~~2,133,000 residential, commercial, industrial, and other natural gas customers, of which ~~1,121,000~~1,138,000 customers were located in Arizona, ~~781,000~~793,000 in Nevada, and 202,000 in ~~200,000~~ in California. Over the past twelve months, ~~first time~~first-time meter sets were approximately ~~36,000,~~ 37,000, compared to ~~33,000~~36,000 for the twelve months ~~ending June 2019.~~ended March 2020. The remaining increase in active customer accounts compared to the ~~June 30, 2019~~March 31, 2020 total of ~~2,061,000~~2,091,000 was primarily due to a management-initiated moratorium on disconnections as a result of the COVID-19 pandemic. As utility service is an essential service to the residents in the states in which Southwest operates, it implemented the ~~temporary~~ moratorium in March 2020 and also ceased charging late fees. Southwest recommenced assessing late fees ~~until further notice. We can provide no assurances as~~in Nevada and Arizona in April 2021, with late fees in California expected to ~~when~~recommence in the latter half of 2021. The duration of our moratorium ~~will be lifted.~~on disconnections for non-payment is currently uncertain. Residential and small commercial customers represented over 99% of the total customer base. During the twelve months ended ~~June 30, 2020,~~ March 31, 2021, 53% of operating margin (gas operating revenues less the net cost of gas sold) was earned in Arizona, 36% in Nevada, and 11% in California. During this same period, Southwest ~~earned~~ earned 85% of its operating margin from residential and small commercial ~~customer~~s,customers, 3% from other sales customers, and 12% ~~fro~~mfrom transportation customers. While these general patterns are expected to remain materially consistent for the ~~foreseeable~~foreseeable future, the ~~global~~continuing COVID-19 pandemic, as discussed further below, could impact these statistics and associated patterns in the short term.

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 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 a non-GAAP measure. Management uses this financial measure because natural gas operating 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 a dollar-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, such as with the current Arizona general rate case, whereby hearings were deferred amidst the current pandemic, and both a decision and new rate establishment are expected to occur later than originally expected.earnings. Refer to the Summary Operating Results table for a reconciliation of revenues to operating margin, and refer to Rates and Regulatory Proceedings in this Management’s Discussion and ~~Analysis.~~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.


			3227


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2020~~March 31, 2021

Utility infrastructure services activity can be impacted by changes in infrastructure replacement programs of utilities, weather, and local and federal regulation (including tax rates and incentives). ~~During the past few years, utilities have implemented~~Utilities continue to implement or ~~modified~~modify system integrity management programs to enhance safety pursuant to federal and state mandates. These programs have resulted ~~in a significant increase following those mandates~~ in multi-year 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. 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. 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 significantly impact operating results.

COVID-19 Pandemic

~~In March 2020, the World Health Organization categorized~~While the novel coronavirus (“COVID-19”) ~~as a~~ pandemic has been ongoing since the first quarter of 2020, management has remained focused on the impacts to local and ~~President Donald Trump declared~~U.S. economies, including the ~~COVID-19 outbreak a national emergency. The outbreak resulted in government officials implementing stringent measures to help control the spread~~breadth of ~~the virus, including quarantines, “shelter in place”~~vaccine deployment and “stay at home” orders, travel restrictions, business curtailments, school closures, and other measures. Certain jurisdictions have begun re-opening only to return to further restrictions in the facelevel of new COVID-19 cases. In addition, governments and central banks in several parts of the world enacted fiscal and monetary stimulus measures to mitigate financial impacts of COVID-19 on individuals and businesses.

commerce re-opening. Our utility operations, ~~are considered an~~as essential ~~service~~services, have been ongoing during this time and Southwest ~~continues~~has continued to provide services to meet the demand of its ~~customers, even while many other types of businesses were or are closed.~~customers. Consistent with federal and state guidelines and protocols, Southwest has continued to operate across its territories. Similarly, ~~the majority of Centuri’s largest clients issued essential service letters to~~ Centuri ~~businesses in keeping with the federal definition of “essential” set out by the Department of Homeland Security. This allowed Centuri to similarly continue~~has continued nearly all operations from the outset of the pandemic in the U.S., and demand has not significantly diminished. ~~The~~For the duration of the pandemic, the ability to work may nonetheless be impacted by individuals contracting or being exposed to COVID-19, governmental requirements to postpone the full resumption of certain non-essential services in some of the Company’s jurisdictions, or by management imposed restrictions for safety precautions; to date, these factors have not had a significant impact on the Company’s ability to maintain operations. ~~The Company has instructed employees~~Employees at many offices (including corporate headquarters) continue to work from home on a temporary basis and ~~implemented~~ travel ~~restrictions.~~restrictions largely continue. Both segments ~~implemented business continuity plans, including the deployment of technology~~continue to ~~conduct administrative~~facilitate administration, communication, and all critical functions, ~~remotely, where possible, and employees and management teams have been in place to communicate and respond to changes quickly and effectively.~~supported by deployed technology. To date, there has not been a significant disruption in the Company’s supply chains, transportation network, or ability to serve customers.

As ~~an essential service provider, Southwest implemented several important measures with regard~~noted earlier, management continues to ~~its customers. As noted above, it initiated~~have in place a ~~temporary~~ moratorium on natural gas disconnections for ~~non-payment; it is working~~non-payment and continues to work with customers ~~who are~~ experiencing financial hardship through flexible payment ~~arrangements;~~arrangements. Management also continues to coordinate with certain governmental and ~~it also ceased charging late fees until further notice.~~nonprofit entities for customer payment assistance. Management ~~does not expect a material increase to~~has increased the allowance for ~~uncollectibles from such~~uncollectibles; however, neither this nor other measures ~~as during warmer months, such as~~associated with the ~~summer season, monthly utility bills for natural gas are substantially reduced. Should the pandemic continue into the winter season, the potential~~moratorium have had a material impact ~~could be more significant.~~on our financial position overall. See Accounts receivable, net of allowances in Note 1 – Background, Organization, and Summary of Significant Accounting Policies. In the utility infrastructure services segment, a limited number of Centuri customers at the outset of the pandemic delayed some projects, primarily in response to local governmental restrictions. Project delays, whether due to governmental restrictions or reassessments of timing by Centuri’s customers, resulted in temporary reductions of workforce crews.and crews were temporarily reduced; however, most work continued, while following appropriate government protocols. Some crew reductions are ongoing in specific ~~areas and~~areas; however, the associated revenue impacts have not been significant. Management ~~is monitoring the dynamic nature of~~continues to monitor these circumstances, the ~~full~~ future impacts of which are not currently known, ~~including~~such as the impact from business curtailments, weak market conditions, or ~~governmental restrictions, including~~ any restrictions ~~which could~~that may limit the fulfillment by Centuri of its contractual obligations.

The ~~Company has incurred additional expenses~~extent to which COVID-19 may adversely impact the Company’s business depends on future developments, including the timing of full resumption of commerce across our service territories, the deployment of vaccines and population immunity, the state of local and North American economies, and impacts of these collective conditions on our customers, in ~~connection with its response~~addition to other unmitigated effects related to the virus. Management does not currently expect the impact of these conditions ~~including costs of disinfecting work locations and equipment, costs related~~ to ~~enabling employees to support customers while working remotely, and impacts from the moratorium on customer disconnection and late fee assessment. These additional costs were not~~be material to the Company’s ~~fiscal 2020 results to date,~~liquidity or financial position; however, continued uncertainty of economic and ~~certain of Southwest’s regulatory commissions have implemented measures to mitigate~~operational impacts ~~of these conditions on Southwest. See~~ means management cannot predict whether the related financial impact in future periods will be different from impacts reflected fo~~Rates and Regulatory Proceedings~~r the three ~~below for additional detail.~~and twelve months ended

On March ~~27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was enacted, as discussed in~~ ~~Note 1 – Background, Organization, and Summary of Significant Accounting Policies~~31, 2021. ~~The CARES Act~~In anticipation of a redeployment of employees to ~~date has not,~~their normal work locations, management created a multi-phase reintegration plan to safeguard the well-being of our teams. Management will continue to monitor developments by government officials, and m~~anagement anticipates that it~~those affecting employees, customers, and operations, and will ~~not, have a material effect on the Company’s or Southwest’s results of operations, financial position, or liquidity. In Canada, Centuri received $3.4 million of wage subsidies~~take additional steps as necessary to address impacts from the ~~Canadian government~~pandemic. Events and circumstances arising after March 31, 2021, including those resulting from COVID-19, will be reflected in management’s estimates for future periods.

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 ~~part of a COVID-19 relief program. Management does not expect these subsidies, if any,~~well as MD&A, included in the 2020 Annual Report to ~~be significant in future periods.~~Stockholders, which is incorporated by reference into the 2020 Form 10-K.


			3328


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2020~~

The extent to which COVID-19 may adversely impact the Company’s business depends on future developments, including the timing of, or continued deferment by government officials related to, the resumption of commerce across the service territories of all our businesses, the magnitude of further spread of the virus in advance of and following such resumption, impacts of these conditions on our customers, the state of the North American economy following that resumption, and possibly other unmitigated effects related to the virus. Management does not currently expect the impact of these conditions to be material to the Company’s liquidity and financial position; however, the current level of uncertainty over the economic and operational impacts of COVID-19 means the related financial impact cannot be fully estimated at this time, and management cannot predict whether future periods will be impacted differently than the impacts reflected in the six months ended June 30, 2020. In anticipation of a redeployment of employees to their normal work locations, management has created a multi-phase reintegration plan to safeguard the well-being of our teams, including hygiene, sanitization, and social distancing practices, as well as the use of personal protective equipment for employees and visitors. Management will continue to monitor developments affecting the Company’s employees, customers, and operations, and take additional steps to address the COVID-19 pandemic and its impacts, as necessary. Events and changes in circumstances arising after June 30, 2020, including those resulting from the impacts of COVID-19, will be reflected in management’s estimates for future periods.

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 the notes thereto included in this Quarterly Report on Form 10-Q and the audited financial statements and the notes thereto, as well as MD&A, included in the 2019 Annual Report to Shareholders, which is incorporated by reference into the 2019 Form 10-K.


			34


~~SOUTHWEST GAS HOLDINGS, INC.~~						~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~						~~June 30, 2020~~March 31, 2021

Executive Summary

The items discussed in this Executive Summary are intended to provide an overview of the results of the Company’s and Southwest’s operations. As needed, certain items are covered in greater detail in later sections of MD&A. As reflected in the table below, the natural gas operations segment accounted for an ~~average~~ average of ~~75%~~ 72% of ~~twelve-month-to-date~~twelve-month-to-date consolidated net income over the past two years. ~~As such, MD&A 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 June 30,																					Period Ended March 31,
		Three Months						Six Months							Twelve Months					Three Months					Twelve Months
(In thousands, except per share amounts)	(In thousands, except per share amounts)	2020		2019		2020		2019		2020		2019		(In thousands, except per share amounts)		2021		2020			2021		2020
Contribution to net income	Contribution to net income													Contribution to net income
Natural gas operations	Natural gas operations	$	11,942	$	3,369	$	95,541	$	106,758	$	151,954	$	152,629	Natural gas operations		$	118,715	$	83,599		$	194,234	$	143,381
Utility infrastructure services	Utility infrastructure services	26,267		18,918		16,063		10,887		57,581		47,629		Utility infrastructure services		(859)		(10,204)			84,207		50,231
Corporate and administrative	Corporate and administrative	(244)		(231)		(1,097)		(780)		(1,957)		(1,758)		Corporate and administrative		(563)		(853)			(1,366)		(1,943)
Net income	Net income	$	37,965	$	22,056	$	110,507	$	116,865	$	207,578	$	198,500	Net income		$	117,293	$	72,542		$	277,075	$	191,669

Weighted average common shares	Weighted average common shares	55,462		53,935		55,386		53,654		55,105		51,914		Weighted average common shares		57,600		55,310			56,564		54,726
Basic earnings per share	Basic earnings per share													Basic earnings per share
Consolidated	Consolidated	$	0.68	$	0.41	$	2.00	$	2.18	$	3.77	$	3.82	Consolidated		$	2.04	$	1.31		$	4.90	$	3.50
Natural Gas Operations	Natural Gas Operations													Natural Gas Operations
Reconciliation of Revenue to Operating Margin (Non-GAAP measure)	Reconciliation of Revenue to Operating Margin (Non-GAAP measure)													Reconciliation of Revenue to Operating Margin (Non-GAAP measure)
Gas operating revenues	Gas operating revenues	$	262,434	$	258,711	$	765,261	$	779,388	$	1,354,812	$	1,367,124	Gas operating revenues		$	521,932	$	502,827		$	1,369,690	$	1,351,089
Less: Net cost of gas sold	Less: Net cost of gas sold	67,473		65,182		228,294		257,786		355,672		407,976		Less: Net cost of gas sold		156,021		160,821			338,037		353,381
Operating margin	Operating margin	$	194,961	$	193,529	$	536,967	$	521,602	$	999,140	$	959,148	Operating margin		$	365,911	$	342,006		$	1,031,653	$	997,708

~~2nd~~1st Quarter ~~2020~~2021 Overview

Natural gas operations highlights include the following:

•~~36,000 first-time~~37,000 first-time meters ~~sets (1.7% growth~~sets (1.8% growth rate) occurred over the past 12 months

•~~Operations and maintenance expense decreased $5.7~~Operating margin increased $24 million

•~~Company-Owned~~Company-Owned Life Insurance (“COLI”) income ~~increased $8.6~~was $2.7 million ~~between quarters~~in the current quarter versus a loss of $15.5 million in the prior-year quarter

•Issued ~~$450~~$250 million ~~in 2.2% 10-year Notes (a record low fixed~~term loan due March 2022 to fund incremental gas costs

•California rate ~~for Southwest)~~case finalized

Utility infrastructure services highlights include the following:

•~~Record second quarter net income of $26.3 million~~

•Utility infrastructure services revenues increased ~~$41~~ $30 million, or ~~8.9%~~9.1%

•Supported customers with restoration services following winter freeze event ($9 million of incremental revenue)

•Utility infrastructure services expenses increased ~~$28~~$16 million, or ~~7.0%~~5.1%

•~~Equipment purchases during~~Realized $1.5 million in gains on sale of equipment

Southwest Gas Holdings highlights include the ~~past 12 months resulted in a $3~~following:

•Increased the quarterly dividend from $0.570 to $0.595 per share effective with the June 2021 payment

•Received net proceeds of $46 million ~~increase in depreciation~~through equity shelf program issuances


			3529


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2020~~March 31, 2021

Results of Natural Gas Operations

Quarterly Analysis


		Three Months Ended June 30,							Three Months Ended March 31,
(Thousands of dollars)	(Thousands of dollars)	2020		2019		(Thousands of dollars)	2021		2020
Gas operating revenues	Gas operating revenues	$	262,434	$	258,711	Gas operating revenues	$	521,932	$	502,827
Net cost of gas sold	Net cost of gas sold	67,473		65,182		Net cost of gas sold	156,021		160,821
Operating margin	Operating margin	194,961		193,529		Operating margin	365,911		342,006
Operations and maintenance expense	Operations and maintenance expense	99,320		104,991		Operations and maintenance expense	106,135		103,088
Depreciation and amortization	Depreciation and amortization	53,198		49,343		Depreciation and amortization	68,698		64,725
Taxes other than income taxes	Taxes other than income taxes	15,342		15,126		Taxes other than income taxes	20,687		16,378
Operating income	Operating income	27,101		24,069		Operating income	170,391		157,815
Other income (deductions)	Other income (deductions)	7,838		1,592		Other income (deductions)	550		(20,536)
Net interest deductions	Net interest deductions	23,991		23,345		Net interest deductions	22,166		25,058
Income before income taxes	Income before income taxes	10,948		2,316		Income before income taxes	148,775		112,221
Income tax benefit		(994)		(1,053)
Income tax expense						Income tax expense	30,060		28,622
Contribution to consolidated net income	Contribution to consolidated net income	$	11,942	$	3,369	Contribution to consolidated net income	$	118,715	$	83,599

~~Contribution~~Improvements from natural gas operations to consolidated net ~~income increased $8.6~~income of $35 million ~~between~~occurred between the ~~second~~first quarters of ~~2020~~2021 and ~~2019.~~2020. The ~~increase~~improvement was primarily due to ~~an increase~~increases in Operating Margin and Other ~~income, customer growth, and lower Operations and maintenance expense, offset by an increase in Depreciation and amortization.~~income.

Operating margin increased ~~$1.4~~$24 million. ~~Customer growth provided approximately $2.5~~Approximately $6 million of incremental margin was attributable to customer growth from ~~36,000~~37,000 first-time meter sets during the last twelve ~~months. Rate~~months, while rate relief ~~contributed approximately $400,000 in incremental operating~~added $18 million of margin. Offsetting ~~the increase~~these increases were ~~other items, including the impact of~~impacts from the temporary moratorium on late fees ~~and~~initiated by Southwest in March 2020 ($2.6 million), in addition to lower connection/re-connection charges, ~~during~~as a result of the COVID-19 pandemic. Amounts returned to and collected from customers associated with regulatory account balances, as well as differences in miscellaneous revenue and margin from customers outside the decoupling mechanisms, also impacted the variance between periods.

Operations and maintenance expense decreased $5.7 million between quarters primarily due to the impacts of COVID-19 on training and travel costs and reductions in other service and maintenance costs. Overall, the variance between 2019 and 2020 is expected to narrow in the second half of 2020.

~~Depreciation and amortization expense~~ increased ~~$3.9~~$3 million, or 8%3%, between quarters primarily due to an increase in the service-related component of employee pension cost and other benefits, increased expenditures for pipeline damage prevention programs, and increased legal claim-related costs, offset by lower training and travel costs as a ~~$684~~result of the current COVID-19 environment.

Depreciation and amortization expense increased $4 million, or 9%6%, between quarters, primarily due to a $546 million, or 7%, increase in average gas plant in service compared to the corresponding quarter a ~~year ago, offset by a decrease~~year ago. Amortization of regulatory program balances impacted expense in ~~regulatory account amortization.~~both periods. The increase in gas plant was attributable to pipeline capacity reinforcement ~~work,~~work, franchise requirements, scheduled pipe replacement activities, and new infrastructure.

Taxes other than income taxes increased $4.3 million between quarters primarily due to an increase in Arizona property taxes.

Other ~~income~~income improved ~~$6.2~~ $21.1 million between quarters primarily due to an increase in income from ~~company-owned life insurance (“COLI”)~~COLI policies. The current quarter reflects a ~~$12~~$2.7 million increase in COLI policy cash surrender values, while the prior-year quarter ~~reflected~~reflected a ~~$3.4~~$15.5 million i~~ncrease~~decline in COLI policy cash surrender values. These ~~values are significantly impacted by~~ fluctuations primarily result from changes in the values of equity securities associated with the cash surrender ~~values, and values~~values; changes in both ~~periods~~quarters were ~~impacted~~ directionally consistent with the broader securities markets. ~~Offsetting these impacts were higher~~Additionally, the non-service-related ~~costs associated with~~components of employee pension and other postretirement ~~benefits~~benefit costs decreased $1.5 million between periods.

Net interest deductions decreased $2.9 million in the first quarter of 2021, as compared to the prior-year quarter, primarily due to lower carrying costs on PGA balances and amortization of an interest-related regulatory balance in Arizona, as well as lower interest ~~income on regulatory account balances.~~rates associated with variable-rate debt.

Income tax expense in both periods reflects that COLI results are recognized without tax consequences, and also reflects the amortization of excess accumulated deferred income tax (“EADIT”) balances.


			3630


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2020~~March 31, 2021

Results of Natural Gas Operations

~~Six-Months~~Twelve-Month Analysis


	Twelve Months Ended March 31,
(Thousands of dollars)	2021		2020
Gas operating revenues	$	1,369,690	$	1,351,089
Net cost of gas sold	338,037		353,381
Operating margin	1,031,653		997,708
Operations and maintenance expense	409,429		419,720
Depreciation and amortization	239,268		222,733
Taxes other than income taxes	67,769		62,500
Operating income	315,187		292,755
Other income (deductions)	14,496		(16,965)
Net interest deductions	98,256		96,985
Income before income taxes	231,427		178,805
Income tax expense	37,193		35,424
Contribution to consolidated net income	$	194,234	$	143,381

Six Months Ended
June 30,
(Thousands of dollars) 2020 2019
Gas operating revenues $ 765,261 $ 779,388
Net cost of gas sold 228,294 257,786
Operating margin 536,967 521,602
Operations and maintenance expense 202,408 210,533
Depreciation and amortization 117,923 106,955
Taxes other than income taxes 31,720 31,332
Operating income 184,916 172,782
Other income (deductions) (12,698) 7,538
Net interest deductions 49,049 46,444
Income before income taxes 123,169 133,876
Income tax expense 27,628 27,118
Contribution to consolidated net income $ 95,541 $ 106,758

Contribution ~~from natural gas operations~~ to consolidated net income ~~decreased $11.2~~from natural gas operations increased $51 million between the ~~first six months of 2020~~twelve-month periods ended March 2021 and ~~2019. The decline was~~2020. The increase was primarily due to ~~a decrease in Other income and increases in Depreciation and amortization, partially offset by~~ an increase in Operating margin and ~~lower Operations and maintenance expense.~~Other income.

Operating ~~margin~~margin increased $34 million between periods. Customer growth provided $15 million,~~, including $8~~ and combined rate relief provided $24 million ~~attributable to customer growth. Rate relief, primarily in California, contributed an additional $1 million in~~of incremental operating margin. The ~~prior-year period included an approximate $5 million reduction in margin resulting from a one-time adjustment by~~pandemic-period moratorium on late fees ($7.3 million) and lower connection/re-connection charges offset the Arizona Corporation Commission to reflect the impacts of U.S. tax reform on the Arizona decoupling mechanism. The remaining increase primarily resulted from the net recovery of regulatory program balances (collectively, having an offsetting impact in amortization expense),improvements. Regulatory account balance return and recoveries impacted both periods, in addition to margin from customers outside the decoupling ~~mechanisms, offset by lower late fees and connect/re-connect charges during the current moratorium noted previously.~~mechanisms.

Operations and maintenance ~~expense~~expense decreased ~~$8.1~~$10.3 million,, or 4%2%, between ~~periods. Reductions in training and travel costs~~periods primarily due to lower travel and in-person training costs in the current COVID-19 environment ~~as well as lower legal claims-related costs,~~ and ~~decreases~~due to other cost saving initiatives by management. These were partially offset by incremental expenditures for pipeline damage prevention programs associated with a growing infrastructure and customer base, and by increases in ~~other service and maintenance costs contributed to the decline between periods. Overall, the variance between 2019 and 2020 is expected to narrow in the second half of 2020.~~information technology costs.

Depreciation and amortization expense increased ~~$11~~$16.5 million,, or ~~10%~~7%, between periods ~~primarily~~primarily due to a ~~$684~~ $634 million, or 9%8%, increase in average gas plant in service since the corresponding period in the prior year, offset by a modest decrease in regulatory amortization.

Taxes other than income taxes increased $5.3 million between ~~periods. The~~periods primarily due to an increase in ~~gas plant was attributable~~property taxes in Arizona, and to ~~pipeline capacity reinforcement work, franchise requirements, scheduled pipe replacement activities,~~a lesser extent, in Southwest’s California and ~~new infrastructure. Regulatory account surcharges, as noted above, also resulted in increases in amortization expense in the current period.~~Nevada jurisdictions.

Other ~~income decreased $20.2~~income increased $31.5 million ~~overall~~ between ~~periods. The current period reflects~~the twelve-month periods of 2021 and 2020, primarily due to a ~~$3.5~~current-period $27.4 million ~~decline~~increase in COLI policy cash surrender values w~~hile~~and recognized death benefits, while the ~~prior-year period~~twelve months ended March 31, 2020 reflected ~~$11~~a $5.7 million ~~of COLI-related income. The non-service cost components of employee pension and other postretirement benefits costs~~ decline. Offsetting these amounts were ~~$2.5 million higher between periods. Additionally,~~ lower interest earned on regulatory balances ~~contributed to the decrease between periods.~~and an increase in non-service related components of post-retirement benefit cost.

Net interest deductions increased ~~$2.6~~$1.3 million between periods primarily due to ~~higher~~ interest associated with the issuance of ~~$300~~$450 million of Senior Notes in ~~May 2019~~June 2020, offset by amortization of an interest-related regulatory balance in Arizona and ~~higher debt balances outstanding~~a reduction in interest rates on variable-rate debt.

Income tax expense in both periods reflects that COLI results are recognized without tax consequences, and also reflects the ~~current period.~~

amortization of EADIT balances.


			3731


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2020~~March 31, 2021

Results of ~~Natural Gas Operations~~Utility Infrastructure Services

~~Twelve-Month~~Quarterly Analysis

Twelve Months Ended June 30,
(Thousands of dollars) 2020 2019
Gas operating revenues $ 1,354,812 $ 1,367,124
Net cost of gas sold 355,672 407,976
Operating margin 999,140 959,148
Operations and maintenance expense 414,049 407,948
Depreciation and amortization 226,588 201,146
Taxes other than income taxes 62,716 61,307
Operating income 295,787 288,747
Other income (deductions) (10,719) (3,005)
Net interest deductions 97,631 88,780
Income before income taxes 187,437 196,962
Income tax expense 35,483 44,333
Contribution to consolidated net income $ 151,954 $ 152,629


	Three Months Ended March 31,
(Thousands of dollars)	2021		2020
Utility infrastructure services revenues	$	363,975	$	333,493
Operating expenses:
Utility infrastructure services expenses	335,614		319,314
Depreciation and amortization	24,744		22,928
Operating income (loss)	3,617		(8,749)
Other income (deductions)	(102)		(242)
Net interest deductions	1,622		2,899
Income (loss) before income taxes	1,893		(11,890)
Income tax expense (benefit)	1,200		(2,149)
Net income (loss)	693		(9,741)
Net income attributable to noncontrolling interest	1,552		463
Contribution to consolidated net income attributable to Centuri	$	(859)	$	(10,204)

~~Contribution~~Utility infrastructure services revenues increased $30.5 million in the first quarter of 2021 when compared to ~~consolidated net income from natural gas operations decreased $700,000 between~~ the twelve-month periods ended June 2020 and 2019. The decline was primarily due to higher Depreciation and amortization expense, Net interest deductions, and lower Other income, partially offset by an increase in operating margin.

Operating margin increased $40 million between periods. Customer growth provided $13 million, and combined rate relief, primarily in Nevada and California, provided $7 million of incremental operating margin. The prior-year period included an approximate $5 million reduction in margin resulting from a one-time adjustment to reflect the impacts of U.S. tax reform on the Arizona decoupling mechanism. The remaining net increase resulted from recoveries of regulatory assets (approximately $10 million, offset in amortization expense below), infrastructure replacement mechanisms, and customers outside the decoupling mechanisms.

~~Operations and maintenance expense increased $6.1 million (or 1%) between periods~~quarter, primarily due to incremental ~~expenditures for pipeline damage prevention programs~~electric infrastructure revenues of $21.6 million from expansion of work with existing customers and ~~higher legal claim-related costs, partially offset~~securing work with new customers. Included in the incremental electric infrastructure revenues during the first quarter of 2021 was $9 million from emergency restoration services performed by ~~lower training~~Linetec following tornados and ~~travel costs~~ice storms primarily in Texas. The remaining increase in revenue was attributable to favorable weather in several areas and customer scheduling, which allowed bid projects to be completed during an otherwise seasonally slow period.

Utility infrastructure services expenses increased $16.3 million in the first quarter of 2021 when compared to the prior-year quarter, primarily due to costs to complete additional electric and gas infrastructure work. Operating efficiencies improved due to favorable weather conditions and reduced COVID-19 restrictions from the ~~current COVID-19 environment.~~prior year. Additionally, changes in mix of work resulted in lower subcontractor expenses as a percentage of revenues, which contributed to increased operating income. Storm restoration work typically generates a higher profit margin than core infrastructure services, due to improved operating efficiencies related to equipment utilization and absorption of fixed costs. Included in total Utility infrastructure services expenses were general and administrative costs, which increased $3.3 million in 2021 compared to 2020, associated primarily with growth of the business. Gains on sale of equipment in the first quarter of 2021 (reflected as an offset to Utility infrastructure services expenses) were $1.5 million.

Depreciation and amortization expense increased $1.8 million between quarters, attributable to equipment purchased to support the growing business, primarily at Linetec. Depreciation expense, ~~increased $25.4~~relative to the revenues recorded, was generally consistent between periods.

Net interest deductions decreased $1.3 million ~~or 13%,~~ between ~~periods~~quarters primarily due to a $651 million, or 9%, increase in average gas plant in service since the corresponding period in the prior year. Amortization related to regulatory account recoveries increased approximately $10 million between periods.

Other income decreased $7.7 million between the twelve-month periods of 2020 and 2019 primarily due to a decline in COLI policy values. The current period reflects a $2.9 million increase in COLI policy cash surrender values, while the prior year period reflected a $6.5 million increase. Lower interest on regulatory account balances and lower ~~amounts~~incremental borrowing rates associated with ~~the allowance for equity funds applied to projects during construction also impacted the variance between periods.~~decreased outstanding borrowings under Centuri’s $590 million secured revolving credit and term loan facility.

~~Net interest deductions increased $8.9 million between periods primarily due to interest associated with the issuance of $300 million of Senior Notes in May 2019.~~

The reduction in income taxes between periods reflects lower earnings, as well as lower state income taxes (due to apportionment changes) and an additional $1.2 million in amortization of excess accumulated deferred income taxes following U.S. tax reform, which reduces tax expense.


			3832


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2020~~

~~Results of Utility Infrastructure Services~~

~~Quarterly Analysis~~

Three Months Ended
June 30,
(Thousands of dollars) 2020 2019
Utility infrastructure services revenues $ 494,813 $ 454,300
Operating expenses:
Utility infrastructure services expenses 430,224 402,199
Depreciation and amortization 24,019 20,999
Operating income 40,570 31,102
Other income (deductions) 86 (477)
Net interest deductions 2,239 3,457
Income before income taxes 38,417 27,168
Income tax expense 10,234 7,474
Net income 28,183 19,694
Net income attributable to noncontrolling interest 1,916 776
Contribution to consolidated net income attributable to Centuri $ 26,267 $ 18,918

Utility infrastructure services revenues increased $40.5 million in the second quarter of 2020 when compared to the prior-year quarter, due to a higher volume of electric infrastructure and pipe replacement work under blanket and bid contracts. Included in this improvement were revenues of $7.3 million in the second quarter of 2020 from storm-related electric services work that did not occur during the same quarter in the prior year. Centuri achieved the overall increase in revenues despite a temporary shut-down for certain crews in response to local government requirements to postpone non-essential business services and precautions to ensure employee safety during the COVID-19 outbreak.

Utility infrastructure services expenses increased $28 million in the second quarter of 2020 when compared to the prior-year quarter, due primarily to costs to complete additional electric infrastructure and pipe replacement work, partially offset by increased productivity and efficiencies on electrical infrastructure projects and lower fuel and overtime costs. Additionally, Centuri’s mix of work was favorably impacted by certain restrictions on service-line related work due to COVID-19, which allowed for an increase in main line replacement work, and resulted in greater production efficiency and reduced travel time. Centuri also benefited from $3.4 million in wage subsidies from the Canadian government amidst the COVID-19 environment. These funds were recorded as a reduction in wage-related expenses, included within this line item. Offsetting some of these improvements were certain increased costs and workforce inefficiencies associated with the continued impact of the COVID-19 pandemic.

~~Depreciation and amortization expense increased $3 million between quarters attributable to additional equipment purchased to support the growing volume of work being performed, primarily at Linetec.~~

Net interest deductions decreased $1.2 million between periods due primarily to lower rates associated with outstanding borrowings under the $590 million secured revolving credit and term loan facility.


			39


~~SOUTHWEST GAS HOLDINGS, INC.~~						~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~						~~June 30, 2020~~

~~Results of Utility Infrastructure Services~~

~~Six-Month Analysis~~

Six Months Ended
June 30,
(Thousands of dollars) 2020 2019
Utility infrastructure services revenues $ 828,306 $ 767,162
Operating expenses:
Utility infrastructure services expenses 749,538 702,664
Depreciation and amortization 46,947 40,926
Operating income 31,821 23,572
Other income (deductions) (156) 398
Net interest deductions 5,138 6,726
Income before income taxes 26,527 17,244
Income tax expense 8,085 5,006
Net income 18,442 12,238
Net income attributable to noncontrolling interest 2,379 1,351
Contribution to consolidated net income attributable to Centuri $ 16,063 $ 10,887

~~Utility infrastructure services revenues~~ ~~increased~~ $61.1 million during the first six months of 2020 when compared to the same period in the prior year due to a higher volume of electric infrastructure and pipe replacement work under blanket and bid contracts. Electric infrastructure work composed $53.9 million of that increase, including the storm-related work noted earlier. The improvement was achieved despite a temporary shut-down for certain crews in response to local government requirements to postpone non-essential business services and precautions to ensure employee safety during the COVID-19 outbreak. ~~Results during the first six months of 2019 reflected incremental profit from customer requested strike support that did not recur in 2020~~.

~~Utility infrastructure services expenses increased~~ ~~$46.9 million~~ ~~during the first~~ ~~six months of 2020~~ ~~when compared to the same period in the prior year, due primarily to~~ increased costs to complete additional electric infrastructure and pipe replacement work, partially offset by the increased productivity and efficiencies on electrical infrastructure projects and lower fuel and overtime costs noted for the second quarter of 2020. Additionally, the improved mix of work during the second quarter for main line replacements provided cost efficiencies. Offsetting these favorable impacts were certain increased costs and workforce inefficiencies associated with the continued impact of the COVID-19 pandemic.

~~Depreciation and amortization expense increased~~ ~~$6 million~~ ~~between periods attributable to additional equipment purchased to support the growing volume of work being performed, primarily at Linetec.~~

~~Net interest deductions were lower during 2020 due to lower rates associated with outstanding borrowings under the $590 million secured revolving credit and term loan facility.~~


			40


~~SOUTHWEST GAS HOLDINGS, INC.~~						~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~						~~June 30, 2020~~March 31, 2021

Results of Utility Infrastructure Services

Twelve-Month Analysis


		Twelve Months Ended June 30,							Twelve Months Ended March 31,
(Thousands of dollars)	(Thousands of dollars)	2020		2019		(Thousands of dollars)	2021		2020
Utility infrastructure services revenues	Utility infrastructure services revenues	$	1,812,122	$	1,634,226	Utility infrastructure services revenues	$	1,978,770	$	1,771,609
Operating expenses:	Operating expenses:					Operating expenses:
Utility infrastructure services expenses	Utility infrastructure services expenses	1,620,101		1,478,730		Utility infrastructure services expenses	1,745,729		1,592,076
Depreciation and amortization	Depreciation and amortization	93,638		72,162		Depreciation and amortization	98,548		90,618
Operating income	Operating income	98,383		83,334		Operating income	134,493		88,915
Other income (deductions)	Other income (deductions)	(88)		529		Other income (deductions)	(67)		(651)
Net interest deductions	Net interest deductions	12,498		14,412		Net interest deductions	7,992		13,716
Income before income taxes	Income before income taxes	85,797		69,451		Income before income taxes	126,434		74,548
Income tax expense	Income tax expense	24,477		20,299		Income tax expense	34,477		21,718
Net income	Net income	61,320		49,152		Net income	91,957		52,830
Net income attributable to noncontrolling interest	Net income attributable to noncontrolling interest	3,739		1,523		Net income attributable to noncontrolling interest	7,750		2,599
Contribution to consolidated net income attributable to Centuri	Contribution to consolidated net income attributable to Centuri	$	57,581	$	47,629	Contribution to consolidated net income attributable to Centuri	$	84,207	$	50,231

Utility infrastructure services revenues increased ~~$177.9~~$207.2 million, ~~overall~~or 12%, in the current twelve-month period compared to the corresponding period of ~~2019,~~2020, primarily due to incremental electric infrastructure revenues of $165.7 million from expansion of work with existing customers and securing work with new customers. Included in the incremental electric infrastructure revenues during the twelve-month period of 2021 was $90.5 million from emergency restoration services performed by Linetec, ~~(acquired~~following hurricane, tornado, and other storm damage to customers’ above-ground utility infrastructure in ~~November 2018)~~and around the Gulf Coast and eastern regions of ~~$165.5~~the U.S., as compared to $13.2 million ~~as well as~~in similar services during the twelve-month period in 2020. Centuri’s revenues derived from storm-related services vary from period to period due to the unpredictable nature of weather-related events. The remaining increase in revenue was attributable to continued growth with existing gas infrastructure customers under master service and bid agreements. Partially offsetting these increases were decreased revenues from certain non-routine or non-recurring projects, including customer-requested support in 2018 and early 2019 during strike-related and emergency response situations, in addition to a multi-year water pipe replacement project that expired in July 2019 and was not renewed. The prior-year period also included the settlement of an earlier contract dispute related to that project ($9 million). Implementation of new professional engineering stamp requirements for operating locations within certain eastern states in the U.S. resulted in lower revenues during the current period as Centuri worked with customers to adopt the new requirements.

Utility infrastructure services ~~expenses~~expenses increased ~~$141.4~~$153.7 million ~~between~~ between periods, ~~primarily~~largely due to incremental expenses related to ~~Linetec of $137.7 million, along with additional~~ electric infrastructure work of $91.4 million, including costs associated with storm restoration work, as well as costs to complete additional gas and ~~pipe replacement work~~electric infrastructure work. These costs were mitigated by increased productivity and ~~higher labor-related operating expenses to support growth.~~efficiencies in completing electrical infrastructure projects and by lower fuel costs as a percentage of revenues. Included in ~~total~~ Utility infrastructure services expenses were general and administrative costs, which increased $2$26.1 million in the twelve-month period ended ~~June 2020~~March 2021 when compared to the corresponding period ended ~~June 2019.~~March 2020, due to higher payroll and operating costs associated with continued growth of the business and higher profit-based incentive compensation costs. Offsetting ~~impacts include deal~~these increases were lower insurance costs from ~~the acquisition of Linetec during 2018 ($6.9 million). Net gains~~favorable claims experience under Centuri’s self-insurance programs. Gains on sale of equipment (reflected as an offset to Utility infrastructure services expenses) were ~~$4.9~~$3.3 million and ~~$2.3~~$5.3 million for the twelve-month periods of 2021 and 2020, ~~and 2019,~~ respectively.

Depreciation and amortization ~~expense~~expense increased ~~$21.5~~$7.9 million between the current and prior-year period. The increase was primarily attributable to incremental costs of $6.3 million to support the ~~incremental assets related~~electric infrastructure work being performed, and to ~~the acquisition of Linetec, providing $15.5 million of the increase in this category. Depreciation on~~ additional property and equipment purchased to support the growing ~~volume of work being performed composes the remainder of the increase.~~business overall.

Net interest ~~deductions~~deductions decreased ~~$1.9~~$5.7 million ~~between~~ between periods primarily due ~~primarily~~ to lower incremental borrowing rates associated with decreased outstanding borrowings under ~~the~~Centuri’s $590 million secured revolving credit and term loan facility.

The income tax expense increase between periods reflects the increased level of pre-tax earnings.


			4133


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2020~~March 31, 2021

Rates and Regulatory Proceedings

Southwest is subject to the regulation of 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”).

General Rate Relief and Rate Design

Rates charged to customers vary according to customer class and rate jurisdiction and are set by the 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 (including the cost of natural gas purchased) changes, 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 worked with its regulatory commissions in designing rate structures that strive to provide affordable and reliable service to its customers while mitigating volatility in prices to customers and stabilizing returns to investors. Such rate structures were in place in all of Southwest’s operating areas during all periods for which results of natural gas operations are disclosed above.

Arizona Jurisdiction

Arizona General Rate Case. OnIn May 1, 2019, Southwest filed a general rate case application requesting to increase revenue by approximately $57 million to update the cost of service to reflect recent U.S. tax reform changes, ~~including~~incorporating the return of excess deferred income taxes to customers, and to reflect capital investments, ~~of approximately $670 million,~~ including certain post-test year additions ~~including~~and the southern Arizona ~~LNG facility discussed below.~~liquefied natural gas (“LNG”) facility. The application ~~also includes~~included a proposed 10.3% return on equity (“ROE”) relative to a capital structure of 51.1% equity. AtSouthwest updated its request to reflect the ~~time of the filing, the Company estimated the return of approximately $20.6 million~~actual amortization of excess accumulated deferred income ~~taxes. Following the original filing, in October 2019, Southwest filed an amendment~~taxes (“EADIT”) resulting from U.S. tax reform, and to its application, updating for $5.7 million in actual amortization of accumulated excess deferred income taxes known after the Company’s 2018 federal income tax return was filed in 2019. It was at such point that the actual amount could be computed based on the prescribed methodology for determining the amount that could be returned to customers. The difference of $14.9 million would result in an increase in revenue and income tax expense, thereby having no impact on earnings overall. In association with the amendment, Southwest also includedinclude additional post-test year plant ~~in the amount of $124.5 million~~ associated with its ~~COYL~~customer-owned yard line (“COYL”) and ~~VSP~~vintage steel pipe (“VSP”) programs, discussed further below. The amendment ~~overall~~ increased the deficiency by $36 million, to $93 ~~million. Through the discovery and testimony exchanges, Southwest~~million, which was further updated to $90.6 million based on certain aspects of ~~its~~ cost of service, including a revised proposed ROE of 10.15%~~, resulting in an updated proposed increase of $90.6 million.~~. The request ~~overall includes~~and amendments included the retention of a fully decoupled rate design, other previously approved regulatory mechanisms, and a new infrastructure tracking mechanism for specific plastic ~~pipe. It also includes~~pipe, in addition to a proposal for a renewable natural gas (“RNG”) program ~~that authorizes Southwest to purchase renewable natural gas for its customers and to recover the cost~~ as part of its ~~purchased gas adjustment~~PGA mechanism. ~~A hearing in this matter was previously scheduled for April 2020; however, due to the COVID-19 pandemic, the hearing was conducted during June and July. Prior to the start of the hearing,~~ Southwest entered into a stipulation ~~with the parties to~~for certain aspects of the case, ~~on a number of issues. As part of the stipulation, the parties agreed~~agreeing to continue the COYL program; to establish a Tax Expense Adjustor Mechanism to track annual changes in the amortization of ~~excess accumulated deferred income taxes (“EADIT”)~~EADIT, as well as any future changes in the federal tax rate; to ~~incorporate various tariff proposals; and to~~ include ~~a resolution for~~ a 10-year amortization ~~period for~~of EADIT associated with deemed “unprotected” ~~plant.~~plant; and to incorporate various tariff proposals. EADIT associated with “protected” plant relates to timing differences from using accelerated depreciation for tax purposes and another method for book purposes, and ~~“unprotected”~~unprotected amounts relate to all other timing differences. ~~Legal briefs will continue through mid-September,~~Following the hearing and legal briefing process, this requested amount was further updated to $80.7 million to reflect agreements by the parties on the treatment of EADIT and certain other ratemaking adjustments.

A final decision was issued in December 2020, with new rates becoming effective in January 2021, resulting in an overall annual revenue increase of $36.8 million, and the continuation of both full revenue decoupling and the COYL program. An ROE of 9.1% was approved with a ~~Commission~~capital structure comprised of 48.9% long-term debt and 51.1% common equity. The overall increase reflects the final ROE and the inclusion of a six-month period covering certain post-test year plant additions, as well as the post-test year plant addition of the LNG facility. See additional discussion related to these programs below. The continuation of the property tax tracker was supported in the final decision, ~~expected during~~as was the ~~fourth quarter.~~Tax Expense Adjustor Mechanism (noted above). While the RNG proposal was not approved as part of the decision, the ACC agreed to conduct a workshop to further explore the role of RNG in Arizona.

Delivery Charge Adjustment. The ~~annual~~ Delivery Charge Adjustment (“DCA”) is filed each April, which along with other reporting requirements, contemplates a rate to recover the over- or under-collected margin tracker amounts based on the balance at the end of the preceding calendar year. The DCA rate adjustment request filed in April 2018 reflected the December 31, 2017 balance, but was later updated to include the balance at December 31, 2018. After a one-time modification to reflect benefits attributable to the impact of U.S. tax reform on the balance then existing, the ACC approved an annualized recovery of $69 million, with the associated rate effective in May 2019. In ~~the process to address the 2019 activity, in~~ April 2020, Southwest filed ~~a request~~ to adjust the existing rate to consider the 14-month period of January 1, 2019 through February 29, 2020, proposing a rate of $0.00655 per therm based on an ending balance of approximately $3.5 million. Although Commission Staff concurred with Southwest’s proposed rate, the ACC ultimately elected to reduce the rate to zero in an effort to provide some measure of customer relief in light of current issues related to the COVID-19 pandemic, and at the time of both the April filing and the ACC decision, the balance was a liability (in an over-recovered status). ~~Any over-or under-collection will be addressed in Southwest’s next annual filing.~~


			42


~~SOUTHWEST GAS HOLDINGS, INC.~~						~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~						~~June 30,~~Activity through the remainder of 2020

~~Tax Reform.~~ In February 2018, the ACC directed all Arizona utilities to address tax savings from the enactment of U.S. tax reform beginning January 1, 2018, through one of various means. In April 2018, Southwest filed an application with the ACC, requesting approval for a tax refund process or, in the alternative, the authority to file a general rate case to reflect the impacts of tax refor~~m. Ul~~timately, Southwest was instructed to refund customers $20 million annually, as compared to rate levels established in the previously concluded general rate case, until cost-of-service rates are updated in association with the pending general rate case. The current method to return this amount (in advance of the conclusion of the current general rate proceeding) is through a per-therm surcredit. Southwest has been tracking monthly differences between amounts expected to be returned and amounts actually returned to customers during 2018 and 2019, and continuing in 2020, which has resulted in a modest under-collected balance at December 31, 2020, and an ~~asset~~over-collected balance of ~~$1.6~~$9.5 million exists as of ~~June 30, 2020.~~March 31, 2021.

~~Liquefied Natural Gas (“LNG”)~~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 related to natural gas deliveries in the southern Arizona area by providing a local storage option, and to be ~~operated by Southwest, and~~ connected directly to ~~its~~ Southwest’s


			34


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						March 31, 2021

distribution system. Southwest was ultimately granted approval for construction and deferral of ~~costs not to exceed $80 million. Construction began during the third quarter of 2017 and the~~costs. The facility was placed in service in December 2019. ~~Southwest incurred approximately $75.3 million in~~The capital ~~expenditures toward~~costs and the ~~project (including land acquisition costs), which are~~operating expenses associated with plant operation were considered and approved as part of Southwest’s ~~pending~~recently approved general rate case. ~~In addition~~Due to ~~tracking~~ the ~~revenue requirement~~timing of the approximate $12 million in operating costs incurred following the in-service date, a proposal to recover the associated ~~with the capital investment in a~~ regulatory asset ~~operating expenses associated with the plant are also authorized to~~balance will be included in ~~a regulatory asset, which is also being addressed as part of~~ the ~~pending~~next Arizona general rate ~~case.~~case application.

~~Customer-Owned Yard Line (“COYL”)~~COYL Program. Southwest received approval, in connection with 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, representing a non-traditional configuration. In 2014, the ACC approved a “Phase II” of the COYL program, which included the replacement of non-leaking COYLs. ~~The surcharge is~~Annual surcharges were designed to collect the ~~annual~~ revenue requirement asassociated with the ~~program progresses.~~program. In ~~the filing made in~~a February 2019 filing, Southwest requested to increase its surcharge to recover a revenue requirement of $6.7 million (an increase of $3.2 million) ~~related to the revenue requirement~~ associated with $26.6 million in capital projects completed in 2018. The ACC ultimately issued an Order in October 2019 authorizing Southwest to retain the existing annual surcharge ~~of $3.5 million and indicating~~in place, while it ~~would review~~reviewed the program as part of the ~~pending~~ general rate case. ~~As discussed above, the parties~~Southwest also included an estimated $21.1 million related to the ~~pending~~2019 COYL capital projects as part of the rate case. Parties to the rate case stipulated to continue the COYL ~~program. Southwest also proposed to have the ACC review an estimated $21.1 million of 2019 COYL capital projects,~~program and ~~if authorized, to also render a decision regarding cost recovery as part of the pending rate case. As part of their filed testimony in the current case, the ACC Staff and the consumer advocate~~ recommended recovery of ~~this~~the plant as part of Southwest’s filed post-test year plant adjustment, with inclusion of related amounts in base ~~rates,~~rates. Further consideration in the rate case decision limited post-test year plant to six months (inclusive of COYL plant), and ~~also support~~limited future COYL activity to the ~~continuation~~replacement of leaking COYLs, or in cases when other replacement activity is taking place in the vicinity. A filing in the second quarter of 2021 will propose the recovery of the revenue requirement associated with the 2019 and 2020 COYL ~~program.~~activity and plant placed in service following the six-month post-test year inclusion period of the recently concluded rate case.

~~Vintage Steel Pipe (“VSP”)~~VSP Program. Southwest received approval, in connection with its 2016 Arizona general rate case, to implement a VSP replacement ~~program. Southwest currently has~~program, due to having a substantial amount of pre-1970s vintage steel pipe in Arizona. As part of the program, Southwest proposed to ~~start~~begin replacing the pipe on an accelerated basis and to recover the costs through an annual surcharge filing. ~~A surcharge related thereto has been customarily designed to be revised annually as the program progresses~~Once implemented, surcharges to collect the annual revenue requirement associated with the ~~related~~ capital ~~expenditures.~~expenditures were designed to be revised annually under the program. In ~~the most recent VSP filing, in~~ February 2019, Southwest requested to increase its surcharge revenue by $9.5 million (to $11.9 million) ~~related to 2018 expenditures. Southwest replaced~~associated with the replacement of approximately $100 million ~~of VSP~~ in ~~connection with~~ 2018 VSP capital projects. The ACC issued an Order in October 2019 authorizing Southwest to retain the ~~current~~existing annual surcharge, ~~of $2.4 million~~ and indicated it would review the program as part of the ~~pending~~general rate ~~general~~ case. Southwest also proposed to have the ACC review an estimated $103.4 million of 2019 VSP capital projects ~~and if authorized, to also render a decision regarding cost recovery~~ as part of the ~~pending~~ rate case. As ~~part of their filed testimony in~~noted above, the current case, the ACC Staff and the consumer advocate recommended recovery of this plant as part of Southwest’s filed post-test year plan adjustment, with inclusion of related amounts in base rates. The continuation of the VSP is pending a decision in the ~~current~~ general rate ~~proceeding.~~case provided for a post-test year plant adjustment period of six months (inclusive of VSP). However, the ACC ultimately decided to discontinue the accelerated VSP program at this time. A filing in the second quarter of 2021 will propose the recovery of the revenue requirement associated with the 2019 and 2020 VSP activity and plant placed in service following the six month post-test year inclusion period of the recently concluded rate case.

Customer Data Modernization Initiative. Southwest ~~has~~ embarked on an initiative to replace its customer service system and gas transaction systems, each ~~of which is~~to be utilized to support all Southwest service territories. Combined, these undertakings are referred to as the Customer Data Modernization Initiative (the “CDMI”). In March 2019, Southwest filed an application with the ACC seeking an accounting order ~~which, if approved, would authorize Southwest~~ to track and defer all costs associated with the CDMI to mitigate adverse financial implications associated with this multi-year initiative. The commission issued a decision in this matter in early April 2021 denying Southwest’s request for a regulatory asset, indicating that the requested recovery mechanism was not warranted. Therefore, the costs will be considered as part of a future general rate proceeding. The total cost for the CDMI iswas estimated at approximately $174 million, ~~approximately~~ $96 million of which would be allocable to the Arizona rate jurisdiction. The ~~initiative is currently expected to be completed~~customer service system was placed in service in May 2021 and the ~~first half of~~gas transaction system will follow later in 2021. ~~A hearing in this matter was held in June 2020. Legal briefs will continue through mid-September, with a Commission decision expected in the fourth quarter.~~


			43


~~SOUTHWEST GAS HOLDINGS, INC.~~						~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~						~~June 30, 2020~~

California Jurisdiction

California General Rate Case. Southwest’s existing rates became effective June 2014, and included a Post-Test Year (“PTY”) Ratemaking Mechanism, which allowed for attrition increases of 2.75% annually for 2015 through 2018, after which time new rates from a subsequent rate case cycle would have been expected to be in effect. In ~~December 2016,~~August 2019, Southwest filed ~~to modify the earlier (2014)~~a general rate case ~~decision~~based on a 2021 test year, seeking authority to increase rates in its California rate jurisdictions, after being granted earlier permission to extend the rate case cycle by two years and ~~received CPUC approval in June 2017, including extension of the annual~~continue its 2.75% ~~PTY~~previously approved Post-Test Year (“PTY”) attrition adjustments for 2019 and 2020.

~~On August 30, 2019, Southwest filed the previously deferred general rate case, based on a test year of 2021, seeking authority to increase rates in its California rate jurisdictions.~~ The proposed combined revenue increase of $12.8 million was net of a $10.9 million revenue reduction associated with changes from U.S. tax reform, which included the amortization of $9.8 million (approximately $2 million annually over five years) associated with the difference in authorized income tax expense and actual incurred income tax expense for years 2019 and 2020, which when returned ~~will~~would impact cash flows, but ~~would~~ not be expected to have an impact on ~~earnings overall.~~earnings. Southwest ~~has been tracking~~tracked those amounts, as directed, and ~~reserving~~reserved them for return to customers. The overall revenue request also included $1.6 million of ~~excess accumulated deferred income taxes~~EADIT proposed to be returned to customers each year until the amount is reset as part of a future rate case. Southwest’s proposal included an ROE of 10.5%, relative to a 53% equity ratio; continuation of annual post-test year margin adjustments of 2.75%; implementation of various safety-related programs, including a targeted pipe replacement program and a meter


			35


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						March 31, 2021

protection program (with a combination of measures, such as snow sheds, excess flow valves, upgraded meter set piping and upgraded Encoder Receiver Transmitter protocol); as well as an expansion of the school COYL replacement program. ~~Ahead of hearings scheduled to begin in late June,~~

Southwest reached an agreement in principle with the Public Advocate’s Office for settlement of the ~~pending~~ general rate ~~case.~~

~~The agreement in principle includes~~case, which was unanimously approved by the Commission on March 25, 2021, including a $6.4 million total combined revenue increase with a 10% ROE, relative to a 52% equity ratio. Approximately $4 million of the original proposed increase of $12.8 million iswas associated with a North Lake Tahoe project that ~~will~~would not ultimately be completed by the beginning of 2021; consequently, the parties agreed to remove it from the base rate increase and instead ~~Southwest will recover~~provide for recovery of the cost of the project through a ~~surcharge as described below.~~future surcharge. The ~~agreement~~decision also maintains Southwest’s existing 2.75% annual attrition adjustments, the continuation of the pension balancing account, and ~~approves the~~a proposed increase in the residential basic service charge from the existing $5.00 to $5.75 per month. ~~The parties~~It also ~~agreed to~~includes a cumulative total of $119 million over the five-year rate cycle to implement risk-informed proposals, consisting of the ~~proposed risk-informed decision making proposals, which consist of a~~school COYL replacement, meter protection, and pipe replacement programs. ~~Southwest is also authorized to implement a surcharge annually to recover the cost of these programs. The agreement in principle was filed in early August 2020, and if approved,~~Although new rates ~~would~~were originally anticipated to be ~~expected~~in place by January 1, 2021, in light of an administrative delay, Southwest was granted authority to ~~become effective~~establish a general rate case memorandum account to track the margin/revenue impacts related to the delay in ~~January~~the implementation of new rates. Such rates were ultimately implemented April 1, 2021.

Attrition Filing. ~~In November 2019, Southwest made its latest annual~~Since Southwest’s general rate case test year is 2021, there is no separate attrition increase for 2021; however, the PTY attrition ~~filing, requesting annual revenue~~ increases of ~~$2.06 million~~2.75% will continue in ~~southern California, $556,000 in northern California, and $278,000 for South Lake Tahoe. This filing was~~2022, as approved in ~~December 2019 and rates were made effective in January 2020. At~~ the ~~same time, rates were updated to recover the regulatory asset associated with the revenue decoupling mechanism, or margin tracker.~~most recent rate case decision.

Greenhouse Gas (“GHG”) Compliance. California Assembly Bill Number 32 and ~~the~~ regulations promulgated by the California Air Resources Board, require Southwest, as a covered entity, to comply with ~~all~~ applicable requirements associated with California GHG emissions reporting and the California Cap and Trade Program. The CPUC issued a decision in ~~March~~ 2018 adopting an allocation methodology to distribute the net revenues or ~~costs for years 2015-2017 beginning in the second quarter of 2018.~~costs. Southwest began amortizing its then existing net cost balance over a 12-month period with recovery rates effective July 2018 for all applicable rate schedules. In addition, for years 2019-2020, the decision adopted an allocation methodology to distribute the revenue proceeds through a California Climate Credit to active residential customers in April of each year, following initial required credits in October 2018. Amounts distributed in April 2019 and 2020 were comparable. GHG compliance costs recovered through rates ~~(including transportation customer rates)~~ have no impact on earnings.

Renewable Natural Gas. In February 2019, Southwest filed an application that, among other ~~provisions, seeks~~things, sought to formally allow ~~the inclusion of~~ renewable natural gas (or biomethane) as ~~a potential~~an includible component of Southwest’s gas supply portfolio through the Biomethane Gas Program (“BGP”). This proposal iswas designed to further the goals of the California Global Warming Solutions Act of 2006, the California Low Carbon Fuel Standard, Senate Bills 1383 and 1440, as well as current or future legislative or regulatory efforts to reduce greenhouse gas emissions. Implementation of the BGP addresses cost recovery as part of Southwest’s existing Gas Cost Incentive Mechanism related to the purchase or sale of biomethane. The CPUC issued a final decision approving the proposal in March 2020.

Customer Data Modernization Initiative. OnIn April ~~26,~~ 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. Approximately $19 million of the estimated $174 million ~~cost~~total for the


			44


~~SOUTHWEST GAS HOLDINGS, INC.~~						~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~						~~June 30, 2020~~

CDMI would be allocable to the California rate jurisdiction. Southwest filed a separate request to establish a memorandum account while the CPUC considered its application request to establish athe two-way balancing account. Effective October 2019, the CPUC granted Southwest’s memorandum account request, which would allow Southwest to track costs, including operations and maintenance costs and capital-related costs, such as depreciation, taxes, and return associated with California’s portion of the CDMI. The balance tracked in the memorandum account would be transferred to the two-way balancing account, if approved. In January 2020, Southwest and the Public Advocates Office reached a settlement agreement to adopt Southwest’s Application ~~for Authority to Implement~~and the ~~CDMI. The~~ CPUC issued a final decision approving the settlement agreement as filed in July 2020. A rate to begin recovering the balance accumulated through June 30, 2020 was established and made effective September 1, 2020, further updated in January 2021, and will be updated annually thereafter each January.

Emergency Relief Program Related to COVID-19. OnIn March ~~25,~~ 2020, in light of the COVID-19 pandemic, Southwest ~~filed an Advice Letter~~requested to establish a memorandum account to track costs ~~related to~~as part of customer protections under Emergency Relief regulations implemented in California in 2019 in(in the event of a state or federal declared emergency or ~~disaster.~~disaster). The CPUC passed an emergency resolution on April 16, 2020 authorizing and directing utilities to implement customer protections and to establish memorandum accounts to track the financial impacts of complying with the resolution. On May 1, 2020, Southwest ~~filed an Advice Letter~~requested to establish a COVID-19 Pandemic Protections Memorandum Account (“CPPMA”) to record all incremental costs and lost revenues incurred by Southwest associated with its implementation of the COVID-19 customer protections as outlined in the CPUC resolution. The customer protections were retroactively applied to March 4, 2020, the date Governor Gavin Newsom declared a state of emergency related to COVID-19. The CPPMA iswas originally effective March 4, 2020 through April 16, 2021, but was extended through June 30, 2021. These customer protections focus on flexible payment plan options, additional


			36


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						March 31, 2021

protections for income-qualified customers, as well as the suspension of disconnections for non-payment and the waiver of deposit and late fee requirements. Tracked amounts will be considered by the CPUC for future recovery.

Nevada Jurisdiction

Nevada General Rate Case. Southwest filed a general rate case application with the PUCN onin February ~~28,~~ 2020, which requested a statewide overall general rate increase of approximately $38.3 million. The request ~~seeks~~sought an ROE of 10% relative to a proposed capital structure of 50% equity and continuation of the General Revenues Adjustment (“GRA”) mechanism (full revenue decoupling). The request also ~~proposes~~proposed the recovery of previously excluded costs attributable to several software applications. OnIn June ~~26,~~ 2020, Southwest submitted its certification filing to update certain balances through May 31, 2020, which increased its overall proposed rate increase to $38.5 million. ~~Commission Staff and the Bureau of Consumer Protection filed testimony on July 24,~~The commission issued its final order in September 2020, ~~recommending~~which provided for an ~~overall~~authorized combined revenue increase of approximately ~~$21.6~~$23 million for northern and ~~approximately $20 million, respectively. A substantial portion~~southern Nevada and continuation of the ~~difference between~~currently authorized 9.25% ROE, with a capital structure of 49.26% equity and 50.74% debt. Southwest’s ~~request and the proposals of these parties relates~~existing GRA was authorized to ~~differences in the recommended ROE. No party contested the~~continue without modification. Full cost recovery of the ~~remaining balances~~unamortized balance of ~~the previously~~ excluded software applications or the continuation of the GRA. Included in the Commission’s Staff recommended increase is approximately $585,000 related to incremental operation and maintenance expenses related to Southwest’s CDMI (discussed below), providing an opportunity for recovery of these costs following the denial of Southwest’s request for deferred accounting treatment in 2019. A hearing in this matter is scheduled for August 2020.

~~In December 2018, the PUCN issued a rate case decision in~~projects from the previous general rate case ~~application, which~~was authorized ~~a ROE~~in this case, along with the inclusion of ~~9.25% relative to~~all proposed Gas Infrastructure Replacement (“GIR”) and Mesquite Expansion projects in rate base, and full recovery of test year and certification operations and maintenance expenses associated with the Company’s proposed capital structure of 49.66% equity applicable to both southern and northern Nevada and provided for an overall revenue increase of $9.5 million in southern Nevada and a revenue decrease in northern Nevada of $2 million.CDMI project. Rates ~~from this proceeding originally~~ became effective in ~~January 2019.~~October 2020.

~~As part of that proceeding,~~In association with the previous Nevada rate case decision in December 2018, management ~~filed a request for~~requested reconsideration of several ~~rate case~~ issues ~~during~~in the ~~same month of effective rates, and~~case; however, the PUCN Staff also filed for reconsideration, related to technical clarifications on the calculation of the intended results of the decision. The PUCN issued a decision regarding both petitions in February 2019 that modified certain parts of the original order, butultimately granted no further rate relief. The modified final decision resulted in a revenue increase of $9.2 million in southern Nevada and a revenue decrease in northern Nevada of $2.1 million. The decision included a reduction in depreciation expense of $800,000 and an increase in operating income of $7.9 million. The modified rates became effective in March 2019. Management decided to seek judicial review of the PUCN’s rate order, which was considered in January 2020. The District Court Judge deferred to the PUCN’s original findings. In March 2020, Southwest filed an appeal with the Nevada Supreme Court, which remains active; the resolution ~~of which~~ will likely take 12-24 ~~months. Southwest expects consideration~~months from the date of the ~~appeal to occur concurrently with the proceedings of the 2020 general rate case, a decision which is currently pending.~~appeal.

General Revenues Adjustment. The continuation of the GRA was affirmed as part of ~~the December 2018 rate case decision and is again being requested as part of~~ Southwest’s ~~pending~~recently concluded general rate case, ~~application filed in February~~effective October 2020. Southwest makes Annual Rate Adjustment (“ARA”) filings to update rates to recover or return amounts associated with various regulatory mechanisms, including the GRA. In June 2019, Southwest made its ~~2019 Annual Rate Adjustment (“ARA”)~~annual filing, in which ~~it requested to update the GRA to reflect the current balances in both southern and northern Nevada. This filing~~ provided for a decrease of approximately $8 million for an over-collected balance in southern Nevada and an increase of approximately $2 million in northern Nevada. The proposed changes were approved, with rates effective January 2020. In May 2020, Southwest made its most recent ARA filing, which proposed an annualized margin decrease of $5.3 million in southern Nevada and an increase of $1.6 million in northern Nevada. The ARA filing was resolved through a settlement of the parties, in which the proposed changes associated with the GRA were approved, effective January 2021. While there is no impact to net income overall from adjustments to recovery


			45


~~SOUTHWEST GAS HOLDINGS, INC.~~						~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~						~~June 30, 2020~~

rates associated with the related regulatory balances, operating cash flows are impacted by such changes. ~~In May 2020, Southwest made its 2020 ARA filing, which proposes annualized margin decreases of $5.3 million in southern Nevada and an increase of $1.6 million in northern Nevada.~~

Infrastructure Replacement Mechanism. In 2014, the PUCN approved final rules for the ~~Gas Infrastructure Replacement (“GIR”)~~GIR mechanism, which defers and ~~recovers~~provides for recovery of certain costs associated with accelerated replacement of qualifying infrastructure that would not otherwise currently provide incremental revenues. Associated with the replacement of various types of pipe infrastructure under the mechanism (Early Vintage Plastic Pipe, COYL, and VSP), the related regulations provide Southwest with the opportunity to file a GIR “Advance Application” annually, generally in May, to seek preapproval of qualifying replacement projects.

Furthermore, a GIR ~~Rate Application~~rate application is generally filed each October to reset the GIR recovery surcharge rate related to previously approved and completed projects, with new rates typically becoming effective each January. On October 1, 2019, Southwest filed a ~~Rate Application~~rate application to reset the recovery surcharge to include cumulative deferrals through August 31, 2019. This surcharge rate became effective February 1, 2020, ~~and is expected~~designed to result in a reduction in annual revenue of approximately $5.3 million in southern Nevada and no incremental revenue in northern ~~Nevada~~Nevada. On September 30, 2020, Southwest filed its latest rate application to reset the recovery surcharge to include cumulative deferrals through August 31, 2020. The updated surcharge rate is expected to result in a reduction in annual revenue of approximately $11.8 million, and became effective January 2021.

Conservation and Energy ~~Efficiency (“CEE”).~~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 its June ~~2019, Southwest made its~~ 2019 ARA filing, ~~which~~Southwest proposed annualized margin increases of $3.2 million and $880,000 in southern and northern Nevada, respectively. However, Southwest entered into a stipulation and agreement to modify these amounts to $6.2 million and $1.1 million in southern and northern Nevada, respectively, which reflected the recovery of a related but separate program balance to be rolled into customer rates with the same effective date. The modification was approved, and rates became effective January 2020. In its May ~~2020, Southwest made its~~ 2020 ARA filing, ~~which proposes~~Southwest proposed annualized margin decreases of $313,000 and $55,000 for southern and northern Nevada, ~~respectively.~~respectively, which were approved and became effective January 2021.

Expansion and Economic Development Legislation. In January 2016, final regulations were approved by the PUCN associated with legislation (“SB 151”) previously introduced and signed into law in Nevada. The legislation authorized natural gas utilities


			37


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						March 31, 2021

to expand their infrastructure to provide service to unserved and underserved areas in Nevada.

In November 2017, Southwest filed for preapproval of a project to extend service to Mesquite, Nevada, in accordance with the SB 151 regulations. Ultimately, the PUCN issued an order approving Southwest’s proposal ~~to expand natural gas infrastructure and service to Mesquite.~~for the expansion. The order approved a capital investment of approximately $28 million and the construction of approximately 37 miles of distribution pipeline (including the approach main). The annual revenue requirement associated with the project is $2.8 million. A volumetric rate, ~~was implemented October 1, 2019 to recover the cost and is~~ applicable to all southern Nevada customers (including new customers in Mesquite)~~. In~~, was implemented in October 2019 to recover the cost. Southwest’s May ~~2020, Southwest made its~~ 2020 ARA filing, which ~~proposes~~proposed an annualized margin increase of $185,000, ~~which~~ reflects the cumulative deferred revenue requirement associated with the Mesquite facilities that ~~have been~~were placed in service through April 30, 2020. ~~Following preliminary design, in February 2019,~~During 2020, Southwest ~~began~~continued serving certain customers ~~with~~in Mesquite from an approved ~~virtual~~“virtual” pipeline network, providing temporary natural gas supply using portions of the approved distribution system and compressed natural gas. ~~It is estimated that construction~~Construction of the ~~remaining approved~~tap site, approach main, as well as distribution ~~system to bring the permanent supply to Mesquite will be~~mains was completed and facilities were placed in service in ~~the first quarter of 2021.~~December 2020.

In June 2019, Southwest filed for preapproval to construct the infrastructure necessary to expand natural gas service to Spring Creek, Nevada, and to implement a cost recovery methodology to timely recover the associated revenue requirement consistent with the SB 151 regulations. Expansion to the Spring Creek area near Elko, Nevada consists of a high-pressure approach main and associated regulator stations, an interior backbone, and the extension of the distribution system from the interior backbone system. The total capital investment iswas estimated to be $61.9 million. A stipulation in this matter was reached with the parties and approved by the PUCN in December 2019, which largely accepted Southwest’s proposal with modifications reflected in the rate recovery allocations split amongst northern Nevada, Elko, and Spring Creek expansion customers. ~~Initial ground-breaking is expected~~Construction of the initial phase of the expansion began in the ~~summer~~third quarter of 2020, and service commenced to the first Spring Creek customers in December 2020.

Customer Data Modernization Initiative. In March 2019, Southwest filed a request seeking authority to establish a regulatory asset to defer the revenue requirement related to the CDMI to mitigate the financial attrition associated with ~~this~~the multi-year project. Approximately $59 million of the estimated $174 million cost of the CDMI would be allocable to the Nevada rate jurisdictions. A hearing on this matter was held in August 2019 and the PUCN issued its decision in September 2019, denying Southwest’s request for regulatory asset treatment, finding ~~that~~ a general rate case isto be the most appropriate ~~venue~~avenue to address such costs. In response to the PUCN’s decision, Southwest filed a Petition for Reconsideration in October 2019, which was denied. As part of Southwest’s recently approved general rate case filing, Southwest ~~proposed~~was authorized to ~~establish a level~~include CDMI operations and maintenance costs since the beginning of ~~expense of approximately $1.2 million in rates~~the test year as part of its ~~pending general rate case~~


			46


~~SOUTHWEST GAS HOLDINGS, INC.~~						~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~						~~June 30, 2020~~

~~filing.~~revenue requirement in the case. The customer service system portion of the project was placed in service in May 2021, and the gas transaction system portion is expected to ~~be moved to production~~follow later in 2021. ~~As described above, Southwest has a proposal to provide an opportunity to recover these costs as part of its pending rate case.~~

Regulatory Asset Related to COVID-19. The PUCN issued an order directing utilities within the state to establish regulatory asset accounts, effective March 12, 2020, the date that Governor Steve Sisolak declared a state of emergency related to COVID-19, to track the financial impacts associated with maintaining service for customers affected by COVID-19, including those whose service would have been otherwise terminated/~~disconnected, effective March 12, 2020, the date Governor Steve Sisolak declared a state of emergency related to COVID-19.~~disconnected. These costs will be considered by the PUCN for future recovery.

FERC Jurisdiction

General Rate Case. Paiute Pipeline Company (“Paiute”), a wholly owned subsidiary of Southwest, filed a general rate case with the FERC in May 2019. The filing fulfilled an obligation from the settlement agreement reached in the 2014 Paiute general rate case. In January 2020, Paiute reached an agreement in principle with the FERC Staff and intervenors to settle its most recent general rate case. In addition to continuing the term-differentiated rate structures with its shippers, the agreement requires Paiute’s three largest transportation customers and all of its storage customers to extend their service agreements to have primary terms of at least five years. The settlement ~~will result~~resulted in a revenue reduction of approximately $700,000 and is based on a 9.90% pre-tax rate of return. Also as part of this agreement, Paiute agreed not to file a rate case prior to January 1, 2022, but no later than May 31, 2025.

In January 2020, Paiute requested, and was granted, the authority to place the settlement rates into effect on an interim basis, effective February 2020. On March 30, 2020, Paiute filed the proposed settlement agreement with the FERC for review and approval. On July 6, 2020, the FERC issued a letter order approving the ~~settlement. If no party requests rehearing within 30 days,~~settlement, and the order ~~will become~~became final on August 5, 2020.


			38


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						March 31, 2021

PGA Filings

The rate schedules in all of Southwest’s service territories contain provisions that permit 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. Balances are recovered from or refunded to customers on an ongoing basis with interest. As of ~~June 30, 2020, over-collections~~March 31, 2021, under-collections in each of Southwest’s service territories resulted in ~~a liability~~an asset of ~~$69.9~~$238.9 million on the Company’s and Southwest’s Condensed Consolidated Balance Sheets. The significant change in the PGA balance was due to incremental natural gas costs associated with an extreme weather event in the central U.S. in mid-February 2021. See also Deferred Purchased Gas Costs in Note 1 – Background, Organization, and Summary of Significant Accounting Policies in this quarterly report on Form 10-Q.

Filings to change rates in accordance with PGA clauses are subject to audit by state regulatory commission staffs. PGA changes impact cash flows but have no direct impact on profit margin. However, gas cost deferrals and recoveries can impact comparisons between periods of individual consolidated income statement components. These include Gas operating revenues, Net cost of gas sold, Net interest deductions, and Other income (deductions).

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


(Thousands of dollars)	(Thousands of dollars)	June 30, 2020		December 31, 2019		June 30, 2019		(Thousands of dollars)	March 31, 2021		December 31, 2020		March 31, 2020
Arizona	Arizona	$	(18,598)	$	(59,259)	$	(87,692)	Arizona	$	194,446	$	(3,901)	$	(17,538)
Northern Nevada	Northern Nevada	(13,648)		11,894		9,967		Northern Nevada	3,036		(8,601)		(3,154)
Southern Nevada	Southern Nevada	(32,867)		32,518		48,273		Southern Nevada	31,849		(42,134)		(2,585)
California	California	(4,825)		(1,496)		(2,041)		California	9,555		2,053		(3,221)
		$	(69,938)	$	(16,343)	$	(31,493)		$	238,886	$	(52,583)	$	(26,498)

Capital Resources and Liquidity

Historically, cash on hand and cash flows from operations have provided a substantial portion of cash used in investing activities (primarily for construction expenditures and property additions). In recent years, ~~the Company~~Southwest has ~~accelerated~~undertaken significant pipe replacement activities to fortify system integrity and reliability, ~~notably~~including on an accelerated basis in association with certain gas infrastructure replacement ~~programs as discussed previously.~~programs. This accelerated activity has necessitated the issuance of both debt and equity securities to supplement cash flows from operations. The Company endeavors to maintain an appropriate balance of equity and debt to ~~maintain~~preserve investment-grade credit ratings, which should minimize interest costs.

Cash Flows

Southwest Gas Holdings, Inc.:

Operating Cash Flows. Cash flows ~~provided by~~from consolidated operating activities ~~increased $97~~decreased $324 million in the first ~~six~~three months of ~~2020~~2021 as compared to the same period of ~~2019.~~2020. The ~~improvement~~decline in cash flows primarily resulted from ~~collections of~~ amounts under purchased gas adjustment mechanisms, ~~(compared to~~including amounts ~~refunded~~resulting from the temporary escalation in gas commodity prices during the first quarter of 2021 associated with the extreme cold temperatures in the ~~prior year)~~central U.S. (see Note 1 – Background, Organization, and Summary of Significant Accounting Policies), ~~an increase~~and also from a decrease ($25 million) in


			47


~~SOUTHWEST GAS HOLDINGS, INC.~~						~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~						~~June 30, 2020~~

~~collections ($39 million)~~ recoveries related to the Arizona decoupling mechanism balance between six-month periods, as well as increases from other working capital components. These impacts were partially offset by a $50 million supplemental contribution for pension funding made in January 2020 (included in Changes in other liabilities and deferred credits in the Condensed Consolidated Statements of Cash Flows of both the Company and Southwest). Customarily, differences between amounts Southwest pays to gas suppliers and amount included in customer rates to recover the cost of purchased gas under the purchased gas cost mechanisms has provided significant variability in operating cash flows betweenthree-month periods.

Investing Cash Flows. Cash used in consolidated investing ~~activitie~~activities decreased ~~s decreased $66~~$56 million in the first ~~six~~three months of ~~2020~~2021 as compared to the same period of ~~2019.~~2020. The change was primarily due to a decrease in capital expenditures in both reportable segments in the first six months of 2020. Additionally, the prior-year period included $19.5 million for the remittance of purchase consideration previously held back in association with the 2018 Linetec acquisition.segments.

Financing Cash Flows. Net cash provided by consolidated financing activities increased ~~$35~~$265 million in the first ~~six~~three months of ~~2020~~2021 as compared to the same period of ~~2019.~~2020. The change was primarily due to ~~net proceeds of $447~~Southwest’s $250 million (after discount and fees) from the issuance of $450 million Senior Notes in June 2020 by Southwest, in which the funds were partially used to reduce the amounts then outstanding under its credit facility ($309 million); andTerm Loan issued in the ~~prior year, Southwest used a portion~~first quarter of 2021 to fund the ~~net proceeds from~~increased cost of natural gas supply noted above during the ~~$300~~extreme cold weather event. Additionally, the Company issued $46 million ~~Senior Notes issued~~ in ~~May 2019 to reduce amounts then outstanding under its credit facility and commercial paper program. Additionally, there was a decrease ($48 million) in issuances of~~ common stock under ~~the Company’s Equity Shelf Program~~its equity shelf program in the first ~~half~~three months of ~~2020 compared~~2021. Other changes relate to ~~issuances under programs~~borrowing and repayment activity related to the credit facilities between comparative periods in both segments, and proceeds from a $50 million equipment loan in the prior-year ~~period. See~~ ~~Note 4 – Common Stock~~ ~~and~~ ~~Note 5 – Debt. Other outflows include the combined impacts of repayment and borrowings by Centuri under its secured credit and revolving credit facility, offset by $70 million in equipment loan proceeds.~~quarter.

During the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, the Company also issued ~~86,000~~49,500 shares of common stock through the Dividend Reinvestment and Stock Purchase Plan, raising ~~approximatel~~approximately ~~y $6 million, similar to amounts raised in the prior year period.~~$3.1 million.

The capital requirements and resources of the Company generally are determined independently for the natural gas operations and utility infrastructure services segments. Each business activity is generally responsible for securing its own external debt ~~financing sources. However, the holding company may raise funds through stock issuance or other external financing sources. See~~ ~~Note 4 – Common Stock~~.

~~Southwest Gas Corporation:~~

~~Operating Cash Flows.~~ Cash flows provided by operating activities increased $92 million in the first six months of 2020 as compared to the same period of 2019. The improvement in operating cash flows was attributable to collections of deferred purchased gas costs and recoveries related to the Arizona decoupling mechanism noted above, as well as other working capital components overall, partially offset by the supplemental contribution for pension funding described earlier.

~~Investing Cash Flows.~~ Cash used in investing activities decreased $6 million in the first six months of 2020 as compared to the same period of 2019. The change was primarily due to a decrease in capital expenditures in 2020 offset by a decrease in utility customer advances toward capital projects.

~~Financing Cash Flows.~~ Net cash provided by financing activities increased $53 million in the first six months of 2020 as compared to the same period of 2019. The increase was primarily due to the issuance of $450 million Senior Notes in the current period, net of amounts used to reduce the amounts outstanding under Southwest’s credit facility, compared to the prior year $300 million Senior Notes issuance and related credit facility and commercial paper program repayments. See ~~Note 5 – Debt. The combined impact of dividends and contributions to/from the parent holding company resulted in a reduction in financing cash flows.~~

~~Gas Segment Construction Expenditures and Financing~~

During the twelve-month period ended June 30, 2020, construction expenditures for the natural gas operations segment were $768 million. The majority of these expenditures represented costs associated with scheduled and accelerated replacement of existing transmission, distribution, and general plant. Cash flows from operating activities of Southwest were $460 million during this time, and provided approximately 53% of construction expenditures and dividend requirements.

~~Management estimates natural gas segment construction expenditures during the three-year period ending December 31, 2022 will be approximately $2.1 billion. Of this amount, approximately~~ ~~$700 million~~ is scheduled to be incurred in 2020. Southwest plans to continue to request regulatory support as necessary and appropriate to accelerate projects that improve system flexibility and reliability. Southwest may expand existing, or initiate new, programs. Significant replacement activities are currently expected to continue well beyond the next few years. See also ~~Rates and Regulatory Proceedings~~ for discussion of Nevada infrastructure, Arizona COYL and VSP programs, and Spring Creek in Nevada. During the three-year period, cash flows from operating activities of Southwest are expected to provide approximately 50% of the funding for gas operations total


			4839


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2020~~March 31, 2021

financing sources. However, the holding company may raise funds through stock issuances or other external financing sources. See Note 4 – Common Stock.

Southwest Gas Corporation:

Operating Cash Flows. Cash flows from operating activities decreased $354 million in the first three months of 2021 as compared to the same period of 2020. The decline in operating cash flows was primarily attributable to the impacts related to deferred purchased gas costs and the Arizona decoupling mechanism noted above.

Investing Cash Flows. Cash used in investing activities decreased $44 million in the first three months of 2021 as compared to the same period of 2020. The change was due to a decrease in capital expenditures in 2021. See also Gas Segment Construction Expenditures and Financing below.

Financing Cash Flows. Net cash provided by financing activities increased $304 million in the first three months of 2021 as compared to the same period of 2020. The increase was primarily due to Southwest’s $250 million Term Loan issued in the first quarter of 2021 to fund the increased cost of natural gas supply noted above related to the extreme cold weather event. Additionally, in the prior-year period, Southwest had more repayment activity for the portion of its revolving credit facility that is designated for working capital purposes. See Note 5 – Debt.

Gas Segment Construction Expenditures and Financing

During the twelve-month period ended March 31, 2021, construction expenditures for the natural gas operations segment were $647 million. The majority of these expenditures represented costs associated with scheduled and accelerated replacement of existing transmission, distribution, and general plant.

Management estimates natural gas segment construction expenditures during the three-year period ending December 31, 2023 will be approximately $2.1 billion. Of this amount, approximately $700 million is scheduled to be incurred in 2021. Southwest plans to continue to request regulatory support to undertake projects, or to accelerate projects as necessary, for the improvement of system flexibility and reliability, or to expand, where relevant, to unserved or underserved areas. Southwest may expand existing, or initiate new, programs. Significant replacement activities are expected to continue well beyond the next few years. See also Rates and Regulatory Proceedings. During the three-year period, cash flows from operating activities of Southwest are expected to provide approximately 50% of the funding for gas operations and total construction expenditures and dividend requirements. Any additional cash requirements, including construction-related and paydown 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 ~~differences between U.S. federal taxes embedded in customer rates~~ and amounts ~~implemented under tax reform,~~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.

As noted earlier, in June 2020, Southwest issued $450 million aggregate principal amount of 2.20% Senior Notes at a discount of 0.126%. The notes will mature in June 2030. A portion of the net proceeds was used to reduce borrowings under Southwest’s credit facility. Additionally, Southwest intends to use a portion of the net proceeds from the issuance to redeem the 4.45% Notes. On July 31, 2020, holders of the 4.45% Notes due in December 2020 were notified of Southwest’s intention to redeem the notes in full on September 1, 2020 at a redemption price of 100% plus accrued and unpaid interest.

In May 2019, the Company filed with the ~~SEC~~Securities and Exchange Commission (the “SEC”) an automatic shelf registration statement for the offer and sale of up to $300 million of common stock from time to time in at-the-market offerings under the prospectus included therein in accordance with the Sales Agency Agreement, dated May 8, 2019, between the Company and BNY Mellon Capital Markets, ~~LLC (the “Equity Shelf Program”).~~LLC. The Company issued ~~$50~~the remaining capacity ($46 million) under this equity program during the quarter ended March 31, 2021. During the twelve months ended March 31, 2021, 2,623,469 shares were issued in at-the-market offerings at an average price of $66.96 per share with gross proceeds of $175.7 million, agent commissions of $1.8 million, and net proceeds of $173.9 million under this ~~multi-year program during~~equity shelf program.

In April 2021, the ~~second quarter~~Company entered into a Sales Agency Agreement between the Company and BNY Mellon Capital Markets, LLC and J.P. Morgan Securities LLC for the offer and sale of ~~2020; approximately $126~~up to $500 million ~~is available~~of common stock from time to time in at-the-market offerings under the ~~program as of June 30, 2020.~~related prospectus supplement filed with the SEC the same month. Net proceeds from the sales of ~~shares of~~ common stock under ~~the Equity Shelf Program~~this 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 served by ~~Southwest.~~

~~During~~Southwest, as well as for the ~~twelve months ended June 30, 2020, 1,325,796 shares were issued in at-the-market offerings at an average price~~repayment or repurchase of ~~$74.93~~ pe~~r share with gross proceeds~~ ~~of $99.3 million, agent commissions of $993,000, and net proceeds of $98.3 million~~indebtedness (including amounts outstanding from time to time under the ~~Company’s Equity Shelf Program.~~credit facilities, senior notes, Term Loan or future credit facilities), and to provide for working capital.

Bonus Depreciation

In 2017, with the enactment of U.S. tax reform, the bonus depreciation deduction percentage changed from 50% to 100% for “qualified property” placed in service after September 27, 2017 and before 2023. The bonus depreciation tax deduction phases out starting in 2023, by 20% for each of the five following years. Qualified property excludes most public utility property. The


			40


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						March 31, 2021

Company estimates bonus depreciation will defer the payment of ~~approximately $10~~approximately $20 million of f~~ederal~~federal income taxes for ~~2020,~~2021, none of which relates to ~~utility~~natural gas operations.

Dividend Policy

Dividends are payable on the Company’s common stock at the discretion of the Board of Directors (the “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, in addition to our ability to maintain strong credit ratings and liquidity. The Company has paid dividends on its common stock since 1956 and has increased that dividend each year since 2007. In February ~~2020,~~2021, the Board elected to increase the quarterly dividend from ~~$0.545~~$0.57 to ~~$0.570~~$0.595 per share, representing a ~~4.6%~~4.4% increase, effective with the June ~~2020~~2021 payment.

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,~~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.

The Company remains focused on the safety and well-being of our employees and on the service to our customers. The Company continues to review and assess the ongoing impacts of the COVID-19 pandemic, including those on our customers, suppliers, and business. As of June 30, 2020, the Company’s Cash and cash equivalents were $200 million (which is intended to redeem Southwest’s $125 million 4.45% Notes on September 1, 2020), and the Company had access to $679 million of borrowing capacity under the Company’s various credit facilities, which management believes will help manage the impacts of the COVID-19 pandemic on its business and address related liquidity needs if they should arise.


			49


~~SOUTHWEST GAS HOLDINGS, INC.~~						~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~						~~June 30, 2020~~

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 ~~June 30, 2020,~~March 31, 2021, the combined balance in the PGA accounts totaled an ~~over-collection~~under-collection of ~~$70~~$239 million. ~~See~~See PGA Filings for more information.

In March 2021, Southwest issued a $250 million Term Loan that will mature in March 2022, or 364 days after issuance. The proceeds were 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.

Southwest Gas Holdings, Inc. has a credit facility with a borrowing capacity of $100 ~~million; on~~million that expires in April ~~10, 2020, the existing credit~~2025. This facility ~~was amended to extend the maturity date to April 10, 2025, while maintaining the borrowing capacity at $100 million. The Company intends to utilize this facility~~is intended for short-term financing needs. At ~~June 30, 2020, $58~~March 31, 2021, $43 million was outstanding under this facility.

Southwest has a credit facility, with a borrowing capacity of $400 ~~million; on~~million, which expires in April ~~10, 2020,~~2025. Southwest amended the credit facility agreement which extended the maturity date to April 10, 2025. The revolving borrowing capacity under the amended credit facility agreement remains at $400 million following that amendment. Southwest designateddesignates $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~~the credit facility (including a commercial paper program, as noted below) during the first ~~six~~three months of ~~2020~~2021 was $150 ~~million. As of June 30, 2020, no~~million, the same amount which was outstanding ~~under the long-term portion~~as of ~~the facility. Additionally, the~~March 31, 2021. The maximum amount outstanding on the short-term portion of the credit facility during the first ~~six months~~quarter of ~~2020~~2021 was ~~$161~~$125 million. As of ~~June 30, 2020, no amount~~March 31, 2021, $17 million was outstanding on the short-term portion of this credit facility. The credit facility can be used as necessary to meet liquidity requirements, including temporarily financing under-collected PGA balances, ~~if any,~~ or meeting the refund needs of over-collected balances. ItThe credit facility has been 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 ~~2020~~2021 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 ~~June 30, 2020,~~March 31, 2021, there ~~were no borrowings~~was $50 million outstanding under this program.

Centuri has a senior secured revolving credit and term loan facility with borrowing capacity of $590 million (refer to Note 5 – Debt). The line of credit portion ~~of the facility is~~comprises $325 million; associated amounts borrowed and repaid ~~under the revolving credit facility~~ are available to be re-borrowed. The term loan facility portion has a limit of approximately $265 million. The $590 million credit and term loan facility expires in November ~~30,~~ 2023. It 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 ~~June 30, 2020 totaled~~March 31, 2021 totaled $1.3 billion. ~~The~~The maximum amount outstanding on the combined facility during the first ~~six~~three months of ~~2020~~2021 was ~~$312~~$249 million of, at which ~~$235~~point $223 million was outstanding on the term portion. As of ~~June 30, 2020, $77~~March 31, 2021, $26 million was outstanding on the revolving credit facility, ~~and $231~~in addition to the $223 million ~~was~~that remained outstanding on the term loan portion of the facility. Also at ~~June 30, 2020,~~March 31, 2021, there was approximately ~~$237~~$267 million, net ofof letters of credit, available for borrowing under the line of credit.

On April 10, 2020, the holding company and Southwest amended their respective credit facility agreements (see above). Interest rates for the amended credit facilities are calculated at either LIBOR or an “alternate base rate,” plus in each case an applicable margin that is determined based on each entities’ respective senior unsecured long-term debt rating. Upon the occurrence of certain events providing for a transition away from LIBOR, or if LIBOR is no longer a widely recognized benchmark rate, each entity may amend their respective credit facility with a replacement rate as set forth in the amended credit facility agreement. It is currently anticipated that LIBOR may be discontinued as a benchmark or reference rate after 2021. As of June 30, 2020, $58 million borrowings were outstanding for the holding company under its credit facility (see ~~Note 5 – Debt~~), and $188 million of Centuri’s indebtedness under its facility have interest rates with reference to LIBOR and maturity dates that extend beyond 2021. Southwest had no borrowings outstanding under its amended credit facility as of June 30, 2020. The above amounts that were outstanding for the holding company and for Centuri reflect approximately 9% of total debt (including current maturities) for the Company overall. In order to mitigate the impact of the discontinuation on the Company’s financial condition and results of operations, management will continue to monitor developments with respect to alternative rates and work with lenders to determine the appropriate alternative reference rate for variable rate indebtedness. However, at this time the Company and Southwest can provide no assurances as to the impact a LIBOR discontinuation will have on their financial condition or results of operations. Any alternative rate may be less predictable or less attractive than LIBOR.


			5041


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2020~~March 31, 2021

Interest rates for the credit facilities of the holding company, Southwest, and Centuri, and for Southwest’s Term Loan contain LIBOR-based rates. Upon the occurrence of certain events providing for a transition away from LIBOR, or if LIBOR is no longer a widely recognized benchmark rate, the holding company and Southwest may amend their respective credit facility as set forth in the credit facility agreement, and also in the case of Southwest’s Term Loan, to accommodate a replacement benchmark as set forth in the agreements. LIBOR is scheduled to be discontinued as a benchmark or reference rate after 2021. In order to mitigate the impact of a discontinuance on the Company’s and Southwest’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 and Southwest can provide no assurances as to the impact a LIBOR discontinuance will have on their financial condition or results of operations. Any alternative rate may be less predictable or less attractive than LIBOR.

The Company has a Sales Agency Agreement with BNY Mellon Capital Markets, LLC and J.P. Morgan Securities LLC for the offer and sale of up to $500 million of common stock from time to time in at-the-market offerings, which is an additional source of liquidity.

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 operating margin patterns, customer growth, the composition of our customer base, price volatility, seasonal patterns, payment of debt, the Company’s COLI strategy, replacement market and new construction market, impacts from the ~~novel Coronavirus (COVID-19),~~COVID-19 pandemic, including on our employees, customers, ~~supply chain, transportation network,~~or otherwise, our financial position, revenue, earnings, cash flows, debt covenants, operations, regulatory recovery, work deployment or resumption and related uncertainties stemming from this pandemic, expected impacts of valuation adjustments associated with ~~the~~any redeemable noncontrolling interest, ~~in Linetec,~~ the impacts of U.S. tax reform including disposition in any regulatory ~~proceedings~~proceeding and bonus depreciation tax deductions, the impact of recent PHMSA rulemaking, the amounts and timing for completion of estimated future construction expenditures, plans to pursue infrastructure programs or programs under SB151 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 ~~2020 or~~ future period revenues from regulatory rate proceedings including amounts requested or ~~preliminarily~~ settled from ~~the recently filed~~recent and ongoing general rate cases or other regulatory proceedings, the outcome of judicial review of the previous Nevada rate case, 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 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 postretirement benefits, certain 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 COYL programs,~~ 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, and the timing and results of future rate hearings, including ~~the~~any ongoing or future general rate cases and other proceedings, the final resolution for recovery of the CDMI in all jurisdictions, and statements regarding pending approvals are forward-looking statements. All forward-looking statements are intended to be subject to the safe harbor protection provided by the Reform Act.

A number of important factors affecting the business and financial results of the Company could cause actual results to differ materially from those stated in the forward-looking statements. These factors include, but are not limited to, customer growth rates, conditions in the housing market, the impacts of COVID-19 including that which may result from a continued or sustained restriction on commerce by government officials or otherwise, including impacts on employment in our territories, the health impacts to our customers and employees due to the persistence of the virus or efficacy of vaccines, the ability to collect on customer accounts due to the current or an extended moratorium on late fees or service disconnection, the ability to obtain regulatory recovery of all costs and financial impacts resulting from this pandemic, the ability of the infrastructure services business to resume 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 (such as self-imposed restrictions for the safety of employees and customers), including related to personal distancing, investment in personal protective equipment and other protocols, the impact of a resurgence of the virus following the ongoing resumption of commerce in our territories, and decisions of Centuri customers as to whether to pursue capital projects due to economic impacts resulting from the pandemic or


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SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						March 31, 2021

otherwise, the ability to recover and timing thereof related to costs ~~through~~associated with the PGA mechanisms or other regulatory assets, 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, 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 associated with a discontinuance of LIBOR including in relation to amounts of indebtedness then outstanding, changes in construction expenditures and financing, changes in operations and maintenance expenses, effects of pension expense forecasts, 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, future acquisition-related costs, impacts of changes in value of ~~the~~any redeemable noncontrolling interest if at other than fair value, Centuri 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, ability to successfully procure new work, impacts from work awarded or failing to be awarded from significant customers, the mix of work awarded, the amount of work awarded to Centuri following the lifting of work stoppages or reduction, the result of


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~~SOUTHWEST GAS HOLDINGS, INC.~~						~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~						~~June 30, 2020~~

productivity inefficiencies from regulatory requirements or otherwise, delays in commissioning individual projects, acquisitions, and management’s plans related thereto, competition, our ability to raise capital in external financings, our ability to continue to remain within the ratios and other limits subject to our debt covenants, and ongoing evaluations in regard to goodwill and other intangible assets. In addition, the Company can provide no assurance that its discussions regarding certain trends relating to its financing and operating expenses will continue or cease to continue in future periods. For additional information on the risks associated with the Company’s business, see Item 1A. Risk Factors and Item 7A. Quantitative and Qualitative Disclosures About Market Risk in the Annual Report on Form 10-K for the year ended December 31, ~~2019, and~~ ~~Item 1A. Risk Factors,~~ ~~as updated in association with the Quarterly Report on Form 10-Q for the quarter ended March 31,~~ 2020.

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

See Item 7A. Quantitative and Qualitative Disclosures about Market Risk in the ~~2019~~2020 Annual Report on Form 10-K filed with the SEC. No material changes have occurred related to the disclosures about market risk.

ITEM 4. CONTROLS AND PROCEDURES

Management of Southwest Gas Holdings, Inc. and Southwest Gas Corporation has established disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in their respective reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to 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 ~~June 30, 2020,~~March 31, 2021, management of Southwest Gas Holdings, Inc., including the Chief Executive Officer and Chief Financial Officer, believes the Company’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 internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the ~~second~~first quarter of ~~2020~~2021 that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

Based on the most recent evaluation, as of ~~June 30, 2020,~~March 31, 2021, management of Southwest Gas Corporation, including the Chief Executive Officer and Chief Financial Officer, believes Southwest’s disclosure controls and procedures are effective at attaining the level of reasonable assurance noted above.


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SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						March 31, 2021

There have been no changes in Southwest’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the ~~second~~first quarter of ~~2020~~2021 that have materially affected, or are likely to materially affect Southwest’s internal control over financial reporting.

In May 2021, the Company implemented a new customer service system, which involved replacing the legacy functionality for customer invoicing, customer service administration, and ancillary activities. The customer service system is being deployed for transactions starting in May 2021, and was not utilized in preparing the first quarter 2021 financial information. Management monitored developments related to the customer service system replacement, including working with the project team to ensure control impacts were identified and documented, in order to assist management in evaluating impacts to internal control. System integration and user acceptance testing were conducted to aid management in its evaluations. Post-implementation reviews of the system and impacted business processes are being conducted to enable management to evaluate the design and effectiveness of internal controls.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEMS 1A through 3. None.

ITEM 4. MINE SAFETY DISCLOSURES Not applicable.

ITEM 5. OTHER INFORMATION None.


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~~SOUTHWEST GAS HOLDINGS, INC.~~						~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~						~~June 30, 2020~~

ITEM 6. EXHIBITS

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


Exhibit ~~4.01~~10.01	-	~~Indenture,~~Term Loan Agreement, dated ~~June 4, 2020,~~as of March 23, 2021, by and ~~between~~among Southwest Gas Corporation, ~~and~~ The Bank of New York Mellon, ~~Trust Company, N.A.,~~ as ~~Trustee. Incorporated herein by reference to Exhibit 4.1 to Form 8-K dated June 1, 2020. File No. 001-07850.~~

~~Exhibit 4.02~~	-	~~First Supplemental Indenture, dated June 4, 2020, by~~Administrative Agent, and ~~between Southwest Gas Corporation~~the lenders party, book runners and ~~The Bank of New York Mellon Trust Company, N.A., as Trustee. Incorporated herein by reference to Exhibit 4.2 to Form 8-K dated June 1, 2020. File No. 001-07850.~~

~~Exhibit 4.03~~	-	~~Form of 2.200% Senior Note due 2030. Incorporated herein by reference to Exhibit 4.3 to Form 8-K dated June 1, 2020. File No. 001-07850.~~

~~Exhibit 10.01~~	-	~~Southwest Gas Holdings, Inc. $100 million Credit Facility.~~syndication agents thereto. Incorporated herein by reference to Exhibit 10.1 to Form 8-K dated ~~April 10, 2020.~~March 23, 2021 , File ~~No. 001-~~No ~~37976~~s .

~~Exhibit 10.02~~	-	~~Southwest Gas Corporation $400 million Credit Facility. Incorporated herein by reference to Exhibit 10.2 to Form 8-K dated April 10, 2020. File No. 001-~~ 001-37976 ~~07850~~ and 001-07850 .

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

Exhibit 31.02	-	Section 302 Certifications–Southwest Gas Corporation

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

Exhibit 32.02	-	Section 906 Certifications–Southwest Gas Corporation

Exhibit 101.INS	-	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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

Exhibit 101.PRE	-	XBRL Presentation Linkbase Document

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


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SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2020~~March 31, 2021

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: August~~Dated: May 6, ~~2020~~2021



/s/ LORI L. COLVIN
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)

~~Date: August~~Dated: May 6, ~~2020~~2021



/s/ LORI L. COLVIN
Lori L. Colvin
Vice President/Controller and Chief Accounting Officer


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