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, 2022~~March 31, 2023


☐			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

8360 S. Durango Drive

Post Office Box 98510

Las Vegas,

Nevada

89193-8510

(702)

876-7237

1-7850

Southwest Gas Corporation

California

88-0085720

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~~

~~Preferred Stock Purchase Rights~~

~~N/A~~

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, 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, ~~67,007,222~~71,336,035 shares as of ~~July 29, 2022.~~April 28, 2023.

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 29, 2022.~~April 28, 2023.

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, 2022~~March 31, 2023

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, 2022~~March 31, 2023

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, 2022		December 31, 2021			March 31, 2023		December 31, 2022
ASSETS	ASSETS					ASSETS
Regulated operations plant:	Regulated operations plant:					Regulated operations plant:
Gas plant	Gas plant	$	11,049,050	$	10,789,690	Gas plant	$	9,583,630	$	9,453,907
Less: accumulated depreciation	Less: accumulated depreciation	(3,496,191)		(3,397,736)		Less: accumulated depreciation	(2,712,093)		(2,674,157)
Construction work in progress	Construction work in progress	218,638		202,068		Construction work in progress	250,892		244,750
Net regulated operations plant	Net regulated operations plant	7,771,497		7,594,022		Net regulated operations plant	7,122,429		7,024,500
Other property and investments, net	Other property and investments, net	1,312,701		1,316,479		Other property and investments, net	1,250,327		1,281,172
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	215,963		222,697		Cash and cash equivalents	82,085		123,078
Accounts receivable, net of allowances	Accounts receivable, net of allowances	750,794		707,127		Accounts receivable, net of allowances	903,262		866,246
Accrued utility revenue	Accrued utility revenue	40,000		84,900		Accrued utility revenue	56,900		88,100
Income taxes receivable, net	Income taxes receivable, net	19,147		16,816		Income taxes receivable, net	8,136		8,738
Deferred purchased gas costs	Deferred purchased gas costs	354,571		291,145		Deferred purchased gas costs	970,339		450,120
Prepaid and other current assets	Prepaid and other current assets	263,363		292,082		Prepaid and other current assets	210,309		433,850
Current assets held for sale						Current assets held for sale	26,993		1,737,530
Total current assets	Total current assets	1,643,838		1,614,767		Total current assets	2,258,024		3,707,662
Noncurrent assets:	Noncurrent assets:					Noncurrent assets:
Goodwill	Goodwill	1,750,472		1,781,332		Goodwill	787,334		787,250
Deferred income taxes	Deferred income taxes	168		121		Deferred income taxes	115		82
Deferred charges and other assets	Deferred charges and other assets	444,332		458,536		Deferred charges and other assets	391,944		395,948
Total noncurrent assets	Total noncurrent assets	2,194,972		2,239,989		Total noncurrent assets	1,179,393		1,183,280
Total assets	Total assets	$	12,923,008	$	12,765,257	Total assets	$	11,810,173	$	13,196,614
CAPITALIZATION AND LIABILITIES	CAPITALIZATION AND LIABILITIES					CAPITALIZATION AND LIABILITIES
Capitalization:	Capitalization:					Capitalization:
Common stock, $1 par (authorized - 120,000,000 shares; issued and outstanding - 67,003,792 and 60,422,081 shares)		$	68,634	$	62,052
Common stock, $1 par (authorized - 120,000,000 shares; issued and outstanding - 71,330,991 and 67,119,143 shares)						Common stock, $1 par (authorized - 120,000,000 shares; issued and outstanding - 71,330,991 and 67,119,143 shares)	$	72,961	$	68,749
Additional paid-in capital	Additional paid-in capital	2,279,493		1,824,216		Additional paid-in capital	2,524,631		2,287,183
Accumulated other comprehensive loss, net	Accumulated other comprehensive loss, net	(45,528)		(46,761)		Accumulated other comprehensive loss, net	(43,949)		(44,242)
Retained earnings	Retained earnings	1,156,253		1,114,313		Retained earnings	742,513		747,069
Total equity	Total equity	3,458,852		2,953,820		Total equity	3,296,156		3,058,759
Redeemable noncontrolling interests	Redeemable noncontrolling interests	122,656		196,717		Redeemable noncontrolling interests	127,026		159,349
Long-term debt, less current maturities	Long-term debt, less current maturities	4,588,454		4,115,684		Long-term debt, less current maturities	4,577,600		4,403,299
Total capitalization	Total capitalization	8,169,962		7,266,221		Total capitalization	8,000,782		7,621,407
Current liabilities:	Current liabilities:					Current liabilities:
Current maturities of long-term debt	Current maturities of long-term debt	41,276		297,324		Current maturities of long-term debt	41,907		44,557
Short-term debt	Short-term debt	1,462,747		1,909,000		Short-term debt	467,500		1,542,806
Accounts payable	Accounts payable	306,753		353,365		Accounts payable	310,748		662,090
Customer deposits	Customer deposits	53,991		59,327		Customer deposits	50,350		51,182
Income taxes payable, net	Income taxes payable, net	1,725		6,734		Income taxes payable, net	739		2,690
Accrued general taxes	Accrued general taxes	55,883		53,473		Accrued general taxes	101,579		67,094
Accrued interest	Accrued interest	35,697		30,964		Accrued interest	45,641		38,556
Deferred purchased gas costs		4,986		5,736

Other current liabilities	Other current liabilities	387,359		396,126		Other current liabilities	592,022		369,743
Current liabilities held for sale						Current liabilities held for sale	—		644,245
Total current liabilities	Total current liabilities	2,350,417		3,112,049		Total current liabilities	1,610,486		3,422,963
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	785,258		768,868		Deferred income taxes and investment tax credits, net	733,199		682,067
Accumulated removal costs	Accumulated removal costs	494,554		480,583		Accumulated removal costs	450,000		445,000
Other deferred credits and other long-term liabilities	Other deferred credits and other long-term liabilities	1,122,817		1,137,536		Other deferred credits and other long-term liabilities	1,015,706		1,025,177
Total deferred income taxes and other credits	Total deferred income taxes and other credits	2,402,629		2,386,987		Total deferred income taxes and other credits	2,198,905		2,152,244
Total capitalization and liabilities	Total capitalization and liabilities	$	12,923,008	$	12,765,257	Total capitalization and liabilities	$	11,810,173	$	13,196,614

The accompanying notes are an integral part of these statements.


			3


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2022~~March 31, 2023

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,
		2022		2021		2022		2021		2022		2021			2023		2022		2023		2022
Operating revenues:	Operating revenues:													Operating revenues:
Regulated operations revenues	Regulated operations revenues	$	440,030	$	292,796	$	1,183,562	$	814,728	$	1,890,624	$	1,400,052	Regulated operations revenues	$	950,011	$	743,532	$	2,406,161	$	1,743,390
Utility infrastructure services revenues	Utility infrastructure services revenues	706,090		528,625		1,229,967		892,600		2,496,028		2,012,582		Utility infrastructure services revenues	653,293		523,877		2,889,743		2,318,563
Total operating revenues	Total operating revenues	1,146,120		821,421		2,413,529		1,707,328		4,386,652		3,412,634		Total operating revenues	1,603,304		1,267,409		5,295,904		4,061,953
Operating expenses:	Operating expenses:													Operating expenses:
Net cost of gas sold	Net cost of gas sold	147,860		76,496		446,778		232,517		645,168		347,060		Net cost of gas sold	507,537		298,918		1,007,679		573,804
Operations and maintenance	Operations and maintenance	175,791		104,833		325,094		211,523		586,717		416,439		Operations and maintenance	148,908		149,303		636,371		515,759
Depreciation and amortization	Depreciation and amortization	108,010		82,848		230,656		176,290		425,407		343,447		Depreciation and amortization	112,520		122,646		460,329		400,245
Taxes other than income taxes	Taxes other than income taxes	22,606		19,338		47,422		40,025		87,740		71,765		Taxes other than income taxes	24,230		24,816		92,797		84,472
Utility infrastructure services expenses	Utility infrastructure services expenses	646,193		478,640		1,149,425		814,254		2,290,638		1,794,145		Utility infrastructure services expenses	603,680		503,232		2,629,766		2,123,085
Goodwill impairment and loss on sale														Goodwill impairment and loss on sale	71,230		—		526,655		—
Total operating expenses	Total operating expenses	1,100,460		762,155		2,199,375		1,474,609		4,035,670		2,972,856		Total operating expenses	1,468,105		1,098,915		5,353,597		3,697,365
Operating income		45,660		59,266		214,154		232,719		350,982		439,778
Operating income (loss)														Operating income (loss)	135,199		168,494		(57,693)		364,588
Other income and (expenses):	Other income and (expenses):													Other income and (expenses):
Net interest deductions	Net interest deductions	(53,206)		(25,939)		(101,569)		(49,903)		(170,864)		(106,550)		Net interest deductions	(77,334)		(48,363)		(271,721)		(143,597)
Other income (deductions)	Other income (deductions)	(2,835)		(1,311)		(1,591)		(863)		(4,227)		5,193		Other income (deductions)	18,460		1,244		11,027		(2,703)
Total other income and (expenses)	Total other income and (expenses)	(56,041)		(27,250)		(103,160)		(50,766)		(175,091)		(101,357)		Total other income and (expenses)	(58,874)		(47,119)		(260,694)		(146,300)
Income (loss) before income taxes	Income (loss) before income taxes	(10,381)		32,016		110,994		181,953		175,891		338,421		Income (loss) before income taxes	76,325		121,375		(318,387)		218,288
Income tax expense (benefit)	Income tax expense (benefit)	(4,300)		5,542		19,825		36,634		22,839		67,003		Income tax expense (benefit)	28,675		24,125		(71,103)		32,681
Net income (loss)	Net income (loss)	(6,081)		26,474		91,169		145,319		153,052		271,418		Net income (loss)	47,650		97,250		(247,284)		185,607
Net income attributable to noncontrolling interests	Net income attributable to noncontrolling interests	494		1,355		1,566		2,907		5,082		7,189		Net income attributable to noncontrolling interests	1,739		1,072		6,273		5,943
Net income (loss) attributable to Southwest Gas Holdings, Inc.	Net income (loss) attributable to Southwest Gas Holdings, Inc.	$	(6,575)	$	25,119	$	89,603	$	142,412	$	147,970	$	264,229	Net income (loss) attributable to Southwest Gas Holdings, Inc.	$	45,911	$	96,178	$	(253,557)	$	179,664
Earnings (loss) per share:	Earnings (loss) per share:													Earnings (loss) per share:
Basic	Basic	$	(0.10)	$	0.43	$	1.40	$	2.45	$	2.39	$	4.61	Basic	$	0.67	$	1.58	$	(3.76)	$	3.00
Diluted	Diluted	$	(0.10)	$	0.43	$	1.40	$	2.45	$	2.38	$	4.60	Diluted	$	0.67	$	1.58	$	(3.76)	$	2.99
Weighted average shares:	Weighted average shares:													Weighted average shares:
Basic	Basic	67,045		58,607		63,909		58,106		62,022		57,348		Basic	68,265		60,737		67,413		59,919
Diluted	Diluted	67,190		58,710		64,041		58,197		62,157		57,440		Diluted	68,419		60,854		67,413		60,044

The accompanying notes are an integral part of these statements.


			4


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2022~~March 31, 2023

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,
		2022		2021		2022		2021		2022		2021			2023		2022		2023		2022
Net income (loss)	Net income (loss)	$	(6,081)	$	26,474	$	91,169	$	145,319	$	153,052	$	271,418	Net income (loss)	$	47,650	$	97,250	$	(247,284)	$	185,607
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 gain (loss)	Net actuarial gain (loss)	—		—		—		—		44,974		(43,730)		Net actuarial gain (loss)	—		—		3,099		44,974
Amortization of prior service cost	Amortization of prior service cost	33		182		66		364		431		802		Amortization of prior service cost	33		33		133		580
Amortization of net actuarial loss	Amortization of net actuarial loss	6,615		8,472		13,231		16,946		30,179		31,322		Amortization of net actuarial loss	253		6,616		20,098		32,036

Regulatory adjustment	Regulatory adjustment	(5,524)		(7,277)		(11,047)		(14,554)		(63,520)		3,856		Regulatory adjustment	(90)		(5,523)		(16,024)		(65,273)
Net defined benefit pension plans	Net defined benefit pension plans	1,124		1,377		2,250		2,756		12,064		(7,750)		Net defined benefit pension plans	196		1,126		7,306		12,317
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	—		414		416		827		1,241		2,023		Amounts reclassified into net income	—		416		—		1,655
Net forward-starting interest rate swaps	Net forward-starting interest rate swaps	—		414		416		827		1,241		2,023		Net forward-starting interest rate swaps	—		416		—		1,655
Foreign currency translation adjustments	Foreign currency translation adjustments	(2,680)		909		(1,433)		1,732		(3,145)		5,656		Foreign currency translation adjustments	97		1,247		(7,283)		444
Total other comprehensive income (loss), net of tax		(1,556)		2,700		1,233		5,315		10,160		(71)
Total other comprehensive income, net of tax														Total other comprehensive income, net of tax	293		2,789		23		14,416
Comprehensive income (loss)	Comprehensive income (loss)	(7,637)		29,174		92,402		150,634		163,212		271,347		Comprehensive income (loss)	47,943		100,039		(247,261)		200,023
Comprehensive income attributable to noncontrolling interests	Comprehensive income attributable to noncontrolling interests	494		1,355		1,566		2,907		5,082		7,189		Comprehensive income attributable to noncontrolling interests	1,739		1,072		6,273		5,943
Comprehensive income (loss) attributable to Southwest Gas Holdings, Inc.	Comprehensive income (loss) attributable to Southwest Gas Holdings, Inc.	$	(8,131)	$	27,819	$	90,836	$	147,727	$	158,130	$	264,158	Comprehensive income (loss) attributable to Southwest Gas Holdings, Inc.	$	46,204	$	98,967	$	(253,534)	$	194,080

The accompanying notes are an integral part of these statements.


			5


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2022~~March 31, 2023

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,
		2022		2021		2022		2021			2023		2022		2023		2022
CASH FLOW FROM OPERATING ACTIVITIES:	CASH FLOW FROM OPERATING ACTIVITIES:									CASH FLOW FROM OPERATING ACTIVITIES:
Net income		$	91,169	$	145,319	$	153,052	$	271,418
Adjustments to reconcile net income to net cash provided by operating activities:
Net income (loss)										Net income (loss)	$	47,650	$	97,250	$	(247,284)	$	185,607
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:										Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	Depreciation and amortization	230,656		176,290		425,407		343,447		Depreciation and amortization	112,520		122,646		460,329		400,245
Impairment of assets and other charges										Impairment of assets and other charges	71,230		—		526,655		—
Deferred income taxes	Deferred income taxes	30,163		44,178		47,197		63,774		Deferred income taxes	36,712		32,346		(67,682)		70,232
Gains on sale of property and equipment										Gains on sale of property and equipment	(661)		(1,916)		(6,610)		(7,313)
Changes in undistributed stock compensation										Changes in undistributed stock compensation	3,436		4,180		8,702		9,816
Equity AFUDC										Equity AFUDC	(82)		(258)		(289)		723
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	(42,212)		10,005		(103,771)		(29,021)		Accounts receivable, net of allowances	(40,185)		(44,971)		(188,989)		(139,417)
Accrued utility revenue	Accrued utility revenue	44,900		43,900		(1,500)		(2,700)		Accrued utility revenue	31,200		32,900		(4,900)		(1,500)
Deferred purchased gas costs	Deferred purchased gas costs	(64,176)		(287,687)		(120,217)		(305,043)		Deferred purchased gas costs	(535,224)		(82,248)		(600,191)		(134,507)
Accounts payable	Accounts payable	(33,356)		(41,075)		58,145		(1,571)		Accounts payable	(305,272)		(82,952)		71,589		8,621
Accrued taxes	Accrued taxes	(5,023)		(3,164)		(8,584)		2,988		Accrued taxes	34,950		33,964		18,915		(7,397)
Other current assets and liabilities	Other current assets and liabilities	16,480		(31,928)		(40,801)		(3,039)		Other current assets and liabilities	371,035		79,680		83,502		(4,274)
Gains on sale of property and equipment		(3,475)		(4,033)		(6,348)		(5,572)
Changes in undistributed stock compensation		7,036		5,736		10,594		8,518
Equity AFUDC		(575)		—		(575)		(2,543)
Changes in deferred charges and other assets	Changes in deferred charges and other assets	13,736		(11,171)		11,366		(35,494)		Changes in deferred charges and other assets	(1,565)		(297)		15,618		(3,459)
Changes in other liabilities and deferred credits	Changes in other liabilities and deferred credits	(21,705)		(45,013)		(50,321)		(52,865)		Changes in other liabilities and deferred credits	(11,486)		(3,704)		(34,267)		(26,917)
Net cash provided by operating activities		263,618		1,357		373,644		252,297
Net cash provided by (used in) operating activities										Net cash provided by (used in) operating activities	(185,742)		186,620		35,098		350,460
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	(367,932)		(338,049)		(745,509)		(739,719)		Construction expenditures and property additions	(219,124)		(162,796)		(915,749)		(725,713)
Acquisition of businesses, net of cash acquired	Acquisition of businesses, net of cash acquired	(18,809)		—		(2,373,069)		—		Acquisition of businesses, net of cash acquired	—		—		(18,809)		(2,354,260)
Proceeds from the sale of business, net of cash sold										Proceeds from the sale of business, net of cash sold	1,058,272		—		1,058,272		—
Changes in customer advances	Changes in customer advances	17,051		7,507		25,518		17,442		Changes in customer advances	(6,608)		7,693		7,205		19,381
Other	Other	3,905		9,159		13,002		13,367		Other	3,125		893		20,054		15,586
Net cash used in investing activities		(365,785)		(321,383)		(3,080,058)		(708,910)
Net cash provided by (used in) investing activities										Net cash provided by (used in) investing activities	835,665		(154,210)		150,973		(3,045,006)
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	456,280		121,302		548,619		205,049		Issuance of common stock, net	239,337		453,495		247,670		618,146
Centuri distribution to redeemable noncontrolling interest	Centuri distribution to redeemable noncontrolling interest	(39,649)		—		(39,649)		—		Centuri distribution to redeemable noncontrolling interest	—		(39,649)		—		(39,649)
Dividends paid	Dividends paid	(77,419)		(67,130)		(148,511)		(131,189)		Dividends paid	(41,631)		(35,970)		(166,224)		(141,573)
Issuance of long-term debt, net	Issuance of long-term debt, net	759,602		82,245		2,338,053		124,319		Issuance of long-term debt, net	305,896		709,927		663,774		2,359,964
Retirement of long-term debt	Retirement of long-term debt	(412,263)		(60,500)		(804,427)		(299,370)		Retirement of long-term debt	(84,224)		(143,453)		(440,685)		(574,889)
Change in credit facility and commercial paper	Change in credit facility and commercial paper	(130,000)		—		(150,000)		150,000		Change in credit facility and commercial paper	(50,000)		(130,000)		—		(150,000)
Change in short-term debt	Change in short-term debt	(446,253)		211,000		(705,253)		260,000		Change in short-term debt	(1,527,746)		(435,000)		(1,458,939)		(686,000)
Issuance of short-term debt	Issuance of short-term debt	—		—		1,850,000		—		Issuance of short-term debt	450,000		—		450,000		1,850,000
Withholding remittance - share-based compensation	Withholding remittance - share-based compensation	(2,089)		(1,243)		(2,110)		(1,243)		Withholding remittance - share-based compensation	(1,506)		(1,978)		(2,190)		(2,000)
Other		(12,811)		(1,623)		(11,917)		(3,565)
Net cash provided by financing activities		95,398		284,051		2,874,805		304,001
Other, including principal payments on finance leases										Other, including principal payments on finance leases	(4,949)		(7,898)		(21,223)		(7,274)
Net cash provided by (used in) financing activities										Net cash provided by (used in) financing activities	(714,823)		369,474		(727,817)		3,226,725
Effects of currency translation on cash and cash equivalents	Effects of currency translation on cash and cash equivalents	35		188		7		586		Effects of currency translation on cash and cash equivalents	104		85		(835)		142
Change in cash and cash equivalents	Change in cash and cash equivalents	(6,734)		(35,787)		168,398		(152,026)		Change in cash and cash equivalents	(64,796)		401,969		(542,581)		532,321
Cash and cash equivalents included in current assets held for sale at beginning of period										Cash and cash equivalents included in current assets held for sale at beginning of period	23,803		—		—		—
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	222,697		83,352		47,565		199,591		Cash and cash equivalents at beginning of period	123,078		222,697		624,666		92,345
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	215,963	$	47,565	$	215,963	$	47,565	Cash and cash equivalents at end of period	$	82,085	$	624,666	$	82,085	$	624,666
SUPPLEMENTAL INFORMATION:	SUPPLEMENTAL INFORMATION:									SUPPLEMENTAL INFORMATION:
Interest paid, net of amounts capitalized	Interest paid, net of amounts capitalized	$	92,297	$	47,475	$	149,174	$	101,227	Interest paid, net of amounts capitalized	$	68,018	$	35,262	$	252,581	$	131,311
Income taxes paid (received), net		$	8,300	$	6,659	$	5,849	$	15,118
Income taxes paid, net										Income taxes paid, net	$	2,381	$	1,408	$	12,974	$	3,965

The accompanying notes are an integral part of these statements.


			6


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2022~~March 31, 2023

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,
				2022		2021		2022		2021					2023		2022
Common stock shares	Common stock shares											Common stock shares
		Beginning balances		66,849		57,995		60,422		57,193			Beginning balances		67,119		60,422
			Common stock issuances	155		1,093		6,582		1,895				Common stock issuances	4,212		6,427
		Ending balances		67,004		59,088		67,004		59,088			Ending balances		71,331		66,849
Common stock amount	Common stock amount											Common stock amount
		Beginning balances		$	68,479	$	59,625	$	62,052	$	58,823		Beginning balances		$	68,749	$	62,052
			Common stock issuances	155		1,093		6,582		1,895				Common stock issuances	4,212		6,427
		Ending balances		68,634		60,718		68,634		60,718			Ending balances		72,961		68,479
Additional paid-in capital	Additional paid-in capital											Additional paid-in capital
		Beginning balances		2,273,837		1,660,108		1,824,216		1,609,155			Beginning balances		2,287,183		1,824,216
			Common stock issuances	5,656		73,464		455,277		124,417				Common stock issuances	237,448		449,621
		Ending balances		2,279,493		1,733,572		2,279,493		1,733,572			Ending balances		2,524,631		2,273,837
Accumulated other comprehensive loss	Accumulated other comprehensive loss											Accumulated other comprehensive loss
		Beginning balances		(43,972)		(58,388)		(46,761)		(61,003)			Beginning balances		(44,242)		(46,761)
			Foreign currency exchange translation adjustment	(2,680)		909		(1,433)		1,732				Foreign currency exchange translation adjustment	97		1,247
			Net actuarial gain arising during period, less amortization of unamortized benefit plan cost, net of tax	1,124		1,377		2,250		2,756				Net actuarial gain arising during period, less amortization of unamortized benefit plan cost, net of tax	196		1,126
			FSIRS amounts reclassified to net income, net of tax	—		414		416		827				FSIRS amounts reclassified to net income, net of tax	—		416
		Ending balances		(45,528)		(55,688)		(45,528)		(55,688)			Ending balances		(43,949)		(43,972)
Retained earnings	Retained earnings											Retained earnings
		Beginning balances		1,190,738		1,112,377		1,114,313		1,067,978			Beginning balances		747,069		1,114,313
			Net income (loss)	(6,575)		25,119		89,603		142,412				Net income	45,911		96,178
			Dividends declared	(41,732)		(35,329)		(83,641)		(70,205)				Dividends declared	(44,635)		(41,909)
			Redemption value adjustments	13,822		6,112		35,978		(31,906)				Redemption value adjustments	(5,832)		22,156
		Ending balances		1,156,253		1,108,279		1,156,253		1,108,279			Ending balances		742,513		1,190,738
Total equity ending balances	Total equity ending balances			$	3,458,852	$	2,846,881	$	3,458,852	$	2,846,881	Total equity ending balances			$	3,296,156	$	3,489,082
Dividends declared per common share	Dividends declared per common share			$	0.62	$	0.595	$	1.24	$	1.19	Dividends declared per common share			$	0.62	$	0.62

The accompanying notes are an integral part of these statements.


			7


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2022~~March 31, 2023

SOUTHWEST GAS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Thousands of dollars)

(Unaudited)


		June 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
ASSETS	ASSETS					ASSETS
Regulated operations plant:	Regulated operations plant:					Regulated operations plant:
Gas plant	Gas plant	$	9,137,313	$	8,901,575	Gas plant	$	9,583,630	$	9,453,907
Less: accumulated depreciation	Less: accumulated depreciation	(2,613,096)		(2,538,508)		Less: accumulated depreciation	(2,712,093)		(2,674,157)
Construction work in progress	Construction work in progress	193,269		183,485		Construction work in progress	250,892		244,750
Net regulated operations plant	Net regulated operations plant	6,717,486		6,546,552		Net regulated operations plant	7,122,429		7,024,500
Other property and investments, net	Other property and investments, net	146,599		153,093		Other property and investments, net	144,586		169,397
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	102,143		38,691		Cash and cash equivalents	63,099		51,823
Accounts receivable, net of allowance	Accounts receivable, net of allowance	141,820		169,666		Accounts receivable, net of allowance	300,897		234,081
Accrued utility revenue	Accrued utility revenue	40,000		84,900		Accrued utility revenue	56,900		88,100
Income taxes receivable, net	Income taxes receivable, net	6,665		7,826		Income taxes receivable, net	115		103
Deferred purchased gas costs	Deferred purchased gas costs	354,571		291,145		Deferred purchased gas costs	970,339		450,120
Receivable from parent	Receivable from parent	—		1,031		Receivable from parent	—		2,130
Prepaid and other current assets	Prepaid and other current assets	207,545		242,243		Prepaid and other current assets	183,455		401,789
Current assets held for sale						Current assets held for sale	26,993		—
Total current assets	Total current assets	852,744		835,502		Total current assets	1,601,798		1,228,146
Noncurrent assets:	Noncurrent assets:					Noncurrent assets:
Goodwill	Goodwill	10,095		10,095		Goodwill	11,155		11,155
Deferred charges and other assets	Deferred charges and other assets	388,054		405,021		Deferred charges and other assets	369,495		370,483
Total noncurrent assets	Total noncurrent assets	398,149		415,116		Total noncurrent assets	380,650		381,638
Total assets	Total assets	$	8,114,978	$	7,950,263	Total assets	$	9,249,463	$	8,803,681
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	1,622,006		1,618,911		Additional paid-in capital	1,624,919		1,622,969
Accumulated other comprehensive loss, net	Accumulated other comprehensive loss, net	(44,247)		(46,913)		Accumulated other comprehensive loss, net	(38,065)		(38,261)
Retained earnings	Retained earnings	952,725		906,827		Retained earnings	1,030,164		935,355
Total equity	Total equity	2,579,596		2,527,937		Total equity	2,666,130		2,569,175
Long-term debt, less current maturities	Long-term debt, less current maturities	2,904,099		2,440,603		Long-term debt, less current maturities	3,497,977		3,251,296
Total capitalization	Total capitalization	5,483,695		4,968,540		Total capitalization	6,164,107		5,820,471
Current liabilities:	Current liabilities:					Current liabilities:
Current maturities of long-term debt		—		275,000

Short-term debt	Short-term debt	225,000		250,000		Short-term debt	450,000		225,000
Accounts payable	Accounts payable	143,569		234,070		Accounts payable	176,682		497,046
Customer deposits	Customer deposits	50,925		56,127		Customer deposits	50,350		51,182

Accrued general taxes	Accrued general taxes	51,722		53,064		Accrued general taxes	101,579		67,094
Accrued interest	Accrued interest	26,942		22,926		Accrued interest	38,489		29,569

Payable to parent	Payable to parent	330		—		Payable to parent	993		—
Other current liabilities	Other current liabilities	162,151		146,422		Other current liabilities	281,597		150,817
Total current liabilities	Total current liabilities	660,639		1,037,609		Total current liabilities	1,099,690		1,020,708
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	676,294		638,828		Deferred income taxes and investment tax credits, net	723,205		683,948
Accumulated removal costs	Accumulated removal costs	437,000		424,000		Accumulated removal costs	450,000		445,000
Other deferred credits and other long-term liabilities	Other deferred credits and other long-term liabilities	857,350		881,286		Other deferred credits and other long-term liabilities	812,461		833,554
Total deferred income taxes and other credits	Total deferred income taxes and other credits	1,970,644		1,944,114		Total deferred income taxes and other credits	1,985,666		1,962,502
Total capitalization and liabilities	Total capitalization and liabilities	$	8,114,978	$	7,950,263	Total capitalization and liabilities	$	9,249,463	$	8,803,681

The accompanying notes are an integral part of these statements.


			8


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2022~~March 31, 2023

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,
		2022		2021		2022		2021		2022		2021			2023		2022		2023		2022
Regulated operations revenues	Regulated operations revenues	$	377,942	$	292,796	$	1,054,481	$	814,728	$	1,761,543	$	1,400,052	Regulated operations revenues	$	914,879	$	676,539	$	2,173,409	$	1,676,397
Operating expenses:	Operating expenses:													Operating expenses:
Net cost of gas sold	Net cost of gas sold	146,654		76,496		443,775		232,517		642,165		347,060		Net cost of gas sold	501,169		297,121		993,264		572,007
Operations and maintenance	Operations and maintenance	127,811		103,137		247,447		209,272		476,725		413,246		Operations and maintenance	131,188		119,636		503,480		452,051
Depreciation and amortization	Depreciation and amortization	55,930		57,631		128,044		126,329		255,113		243,701		Depreciation and amortization	74,650		72,114		265,579		256,814
Taxes other than income taxes	Taxes other than income taxes	20,098		19,338		41,750		40,025		82,068		71,765		Taxes other than income taxes	22,740		21,652		84,285		81,308
Total operating expenses	Total operating expenses	350,493		256,602		861,016		608,143		1,456,071		1,075,772		Total operating expenses	729,747		510,523		1,846,608		1,362,180
Operating income	Operating income	27,449		36,194		193,465		206,585		305,472		324,280		Operating income	185,132		166,016		326,801		314,217
Other income and (expenses):	Other income and (expenses):													Other income and (expenses):
Net interest deductions	Net interest deductions	(28,633)		(24,175)		(55,243)		(46,341)		(106,462)		(98,440)		Net interest deductions	(38,622)		(26,610)		(127,892)		(102,004)
Other income (deductions)	Other income (deductions)	(3,433)		(1,165)		(2,118)		(615)		(6,062)		5,493		Other income (deductions)	18,443		1,315		10,244		(3,794)
Total other income and (expenses)	Total other income and (expenses)	(32,066)		(25,340)		(57,361)		(46,956)		(112,524)		(92,947)		Total other income and (expenses)	(20,179)		(25,295)		(117,648)		(105,798)
Income (loss) before income taxes		(4,617)		10,854		136,104		159,629		192,948		231,333
Income tax expense (benefit)		(2,351)		(559)		26,575		29,501		26,412		37,628
Net income (loss)		$	(2,266)	$	11,413	$	109,529	$	130,128	$	166,536	$	193,705
Income before income taxes														Income before income taxes	164,953		140,721		209,153		208,419
Income tax expense														Income tax expense	30,257		28,926		31,872		28,204
Net income														Net income	$	134,696	$	111,795	$	177,281	$	180,215

The accompanying notes are an integral part of these statements.


			9


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2022~~March 31, 2023

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,
		2022		2021		2022		2021		2022		2021			2023		2022		2023		2022
Net income (loss)		$	(2,266)	$	11,413	$	109,529	$	130,128	$	166,536	$	193,705
Other comprehensive income (loss), net of tax
Net income														Net income	$	134,696	$	111,795	$	177,281	$	180,215
Other comprehensive income, net of tax														Other comprehensive income, net of tax
Defined benefit pension plans:	Defined benefit pension plans:													Defined benefit pension plans:
Net actuarial gain (loss)	Net actuarial gain (loss)	—		—		—		—		44,974		(43,730)		Net actuarial gain (loss)	—		—		3,099		44,974
Amortization of prior service cost	Amortization of prior service cost	33		182		66		364		431		802		Amortization of prior service cost	33		33		133		580

Amortization of net actuarial loss	Amortization of net actuarial loss	6,615		8,472		13,231		16,946		30,179		31,322		Amortization of net actuarial loss	253		6,616		20,098		32,036
Regulatory adjustment	Regulatory adjustment	(5,524)		(7,277)		(11,047)		(14,554)		(63,520)		3,856		Regulatory adjustment	(90)		(5,523)		(16,024)		(65,273)
Net defined benefit pension plans	Net defined benefit pension plans	1,124		1,377		2,250		2,756		12,064		(7,750)		Net defined benefit pension plans	196		1,126		7,306		12,317
Forward-starting interest rate swaps (“FSIRS”):	Forward-starting interest rate swaps (“FSIRS”):													Forward-starting interest rate swaps (“FSIRS”):
Amounts reclassified into net income		—		414		416		827		1,241		2,023
Amounts reclassified into net income (loss)														Amounts reclassified into net income (loss)	—		416		—		1,655
Net forward-starting interest rate swaps	Net forward-starting interest rate swaps	—		414		416		827		1,241		2,023		Net forward-starting interest rate swaps	—		416		—		1,655
Total other comprehensive income (loss), net of tax		1,124		1,791		2,666		3,583		13,305		(5,727)
Comprehensive income (loss)		$	(1,142)	$	13,204	$	112,195	$	133,711	$	179,841	$	187,978
Total other comprehensive income, net of tax														Total other comprehensive income, net of tax	196		1,542		7,306		13,972
Comprehensive income														Comprehensive income	$	134,892	$	113,337	$	184,587	$	194,187

The accompanying notes are an integral part of these statements.


			10


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2022~~March 31, 2023

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,
		2022		2021		2022		2021			2023		2022		2023		2022
CASH FLOW FROM OPERATING ACTIVITIES:	CASH FLOW FROM OPERATING ACTIVITIES:									CASH FLOW FROM OPERATING ACTIVITIES:
Net income	Net income	$	109,529	$	130,128	$	166,536	$	193,705	Net income	$	134,696	$	111,795	$	177,281	$	180,215
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:									Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	Depreciation and amortization	128,044		126,329		255,113		243,701		Depreciation and amortization	74,650		72,114		265,579		256,814
Deferred income taxes	Deferred income taxes	36,624		38,178		51,683		64,989		Deferred income taxes	39,194		34,560		47,021		72,845
Gain on sale of property										Gain on sale of property	—		(1,503)		—		(1,503)
Changes in undistributed stock compensation										Changes in undistributed stock compensation	2,955		3,239		5,492		6,723
Equity AFUDC										Equity AFUDC	—		(76)		76		905
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	27,846		28,018		(22,978)		(25,096)		Accounts receivable, net of allowance	(66,816)		(55,219)		(76,011)		(50,394)
Accrued utility revenue	Accrued utility revenue	44,900		43,900		(1,500)		(2,700)		Accrued utility revenue	31,200		32,900		(4,900)		(1,500)
Deferred purchased gas costs	Deferred purchased gas costs	(63,426)		(287,687)		(119,467)		(305,043)		Deferred purchased gas costs	(520,219)		(76,809)		(602,385)		(129,068)
Accounts payable	Accounts payable	(72,201)		(56,518)		42,081		6,812		Accounts payable	(286,164)		(67,584)		24,696		23,256
Accrued taxes	Accrued taxes	(181)		2,401		5,171		(16,872)		Accrued taxes	34,473		30,835		25,392		(3,263)
Other current assets and liabilities	Other current assets and liabilities	46,730		4,549		(28,090)		(18,418)		Other current assets and liabilities	351,252		90,558		71,957		(20,731)
Gain on sale of property		(1,503)		—		(1,503)		—
Changes in undistributed stock compensation		4,459		4,159		6,692		5,959
Equity AFUDC		(157)		—		(157)		(2,543)
Changes in deferred charges and other assets	Changes in deferred charges and other assets	2,529		(17,540)		(8,674)		(48,142)		Changes in deferred charges and other assets	(12,891)		(6,439)		(8,146)		(21,647)
Changes in other liabilities and deferred credits	Changes in other liabilities and deferred credits	(22,230)		(45,309)		(49,307)		(55,272)		Changes in other liabilities and deferred credits	(10,942)		(4,033)		(34,599)		(27,637)
Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities	240,963		(29,392)		295,600		41,080		Net cash provided by (used in) operating activities	(228,612)		164,338		(108,547)		285,015
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	(293,197)		(276,109)		(619,071)		(613,824)		Construction expenditures and property additions	(192,097)		(141,123)		(734,105)		(614,562)
Changes in customer advances	Changes in customer advances	17,051		7,507		25,517		17,442		Changes in customer advances	(6,608)		7,693		7,205		19,381
Other	Other	(896)		6		(934)		677		Other	119		(918)		7,954		(829)

Net cash used in investing activities	Net cash used in investing activities	(277,042)		(268,596)		(594,488)		(595,705)		Net cash used in investing activities	(198,586)		(134,348)		(718,946)		(596,010)
CASH FLOW FROM FINANCING ACTIVITIES:	CASH FLOW FROM FINANCING ACTIVITIES:									CASH FLOW FROM FINANCING ACTIVITIES:
Contributions from parent	Contributions from parent	—		115,641		86,942		194,063		Contributions from parent	—		—		—		156,599
Dividends paid	Dividends paid	(60,200)		(53,500)		(118,100)		(106,900)		Dividends paid	(32,000)		(29,200)		(125,000)		(114,600)
Issuance of long-term debt, net	Issuance of long-term debt, net	593,862		—		891,180		—		Issuance of long-term debt, net	297,759		593,862		595,560		891,180
Retirement of long-term debt	Retirement of long-term debt	(275,000)		—		(275,000)		(125,000)		Retirement of long-term debt	—		(25,000)		(250,000)		(25,000)
Change in credit facility and commercial paper	Change in credit facility and commercial paper	(130,000)		—		(150,000)		150,000		Change in credit facility and commercial paper	(50,000)		(130,000)		—		(150,000)
Change in short-term debt	Change in short-term debt	(25,000)		234,000		(66,000)		291,000		Change in short-term debt	(225,000)		—		(250,000)		(17,000)
Issuance of short-term debt										Issuance of short-term debt	450,000		—		450,000		—
Withholding remittance - share-based compensation	Withholding remittance - share-based compensation	(1,996)		(1,242)		(2,017)		(1,242)		Withholding remittance - share-based compensation	(1,292)		(1,978)		(1,883)		(1,999)
Other	Other	(2,135)		(263)		(3,692)		(362)		Other	(993)		(489)		(3,961)		(2,104)
Net cash provided by financing activities	Net cash provided by financing activities	99,531		294,636		363,313		401,559		Net cash provided by financing activities	438,474		407,195		414,716		737,076

Change in cash and cash equivalents	Change in cash and cash equivalents	63,452		(3,352)		64,425		(153,066)		Change in cash and cash equivalents	11,276		437,185		(412,777)		426,081
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	38,691		41,070		37,718		190,784		Cash and cash equivalents at beginning of period	51,823		38,691		475,876		49,795
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	102,143	$	37,718	$	102,143	$	37,718	Cash and cash equivalents at end of period	$	63,099	$	475,876	$	63,099	$	475,876
SUPPLEMENTAL INFORMATION:	SUPPLEMENTAL INFORMATION:									SUPPLEMENTAL INFORMATION:
Interest paid, net of amounts capitalized	Interest paid, net of amounts capitalized	$	51,312	$	44,834	$	96,718	$	94,984	Interest paid, net of amounts capitalized	$	29,007	$	15,757	$	121,230	$	99,045
Income taxes paid (received), net	Income taxes paid (received), net	$	5	$	—	$	(13,524)	$	3,359	Income taxes paid (received), net	$	—	$	—	$	5	$	(13,529)

The accompanying notes are an integral part of these statements.


			11


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2022~~March 31, 2023

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,
				2022		2021		2022		2021					2023		2022
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		1,620,616		1,458,344		1,618,911		1,410,345			Beginning balances		1,622,969		1,618,911
			Share-based compensation	1,390		1,418		3,095		3,433				Share-based compensation	1,950		1,705
			Contributions from Southwest Gas Holdings, Inc.	—		69,657		—		115,641
		Ending balances		1,622,006		1,529,419		1,622,006		1,529,419			Ending balances		1,624,919		1,620,616
Accumulated other comprehensive loss	Accumulated other comprehensive loss											Accumulated other comprehensive loss
		Beginning balances		(45,371)		(59,343)		(46,913)		(61,135)			Beginning balances		(38,261)		(46,913)
			Net actuarial gain arising during period, less amortization of unamortized benefit plan cost, net of tax	1,124		1,377		2,250		2,756				Net actuarial gain arising during period, less amortization of unamortized benefit plan cost, net of tax	196		1,126
			FSIRS amounts reclassified to net income, net of tax	—		414		416		827				FSIRS amounts reclassified to net income, net of tax	—		416
		Ending balances		(44,247)		(57,552)		(44,247)		(57,552)			Ending balances		(38,065)		(45,371)
Retained earnings	Retained earnings											Retained earnings
		Beginning balances		987,177		926,011		906,827		835,146			Beginning balances		935,355		906,827
			Net income (loss)	(2,266)		11,413		109,529		130,128				Net income	134,696		111,795
			Share-based compensation	(186)		(167)		(631)		(517)				Share-based compensation	(287)		(445)
			Dividends declared to Southwest Gas Holdings, Inc.	(32,000)		(28,500)		(63,000)		(56,000)				Dividends declared to Southwest Gas Holdings, Inc.	(39,600)		(31,000)
		Ending balances		952,725		908,757		952,725		908,757			Ending balances		1,030,164		987,177
Total Southwest Gas Corporation equity ending balances	Total Southwest Gas Corporation equity ending balances			$	2,579,596	$	2,429,736	$	2,579,596	$	2,429,736	Total Southwest Gas Corporation equity ending balances			$	2,666,130	$	2,611,534

The accompanying notes are an integral part of these statements.


			12


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2022~~March 31, 2023

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

Nature of Operations. Southwest Gas Holdings, Inc. (together with its subsidiaries, the “Company”) is a holding company, owning all of the shares of common stock of Southwest Gas Corporation (“Southwest” or the “natural gas distribution” segment), all of the shares of common stock of Centuri Group, Inc. (“Centuri,” or the “utility infrastructure services” segment), and until February 14, 2023, all of the shares of common stock of MountainWest Pipelines Holding Company (“~~MountainWest,”~~MountainWest” or the “pipeline and storage” segment).

~~The Company completed the acquisition of Dominion Energy Questar Pipeline, LLC and related entities (“Questar Pipelines”) in~~In December ~~2021. Following the completion of the acquisition, the Company formed MountainWest which owns all of the membership interests in Questar Pipelines. In April~~ 2022, the Company ~~completed a general rebranding~~announced that its Board of ~~the Questar Pipelines entities under the MountainWest name. The acquired operations further diversify~~Directors (the “Board”) unanimously determined to take strategic actions to simplify the Company’s ~~business~~portfolio of businesses. These actions included entering into a definitive agreement to sell 100% of MountainWest to Williams Partners Operating LLC (“Williams”) for $1.5 billion in total enterprise value, subject to certain adjustments (collectively, the “MountainWest sale”). Additionally, the Company determined it will pursue a spin-off of Centuri (the “Centuri spin-off”), to form a new independent publicly traded utility infrastructure services company. The MountainWest sale closed on February 14, 2023. The Centuri spin-off is expected to be completed in the ~~midstream sector, with an expansion~~fourth quarter of ~~interstate natural gas pipelines~~2023 or the first quarter of 2024 and ~~underground storage services, primarily composed of regulated operations under~~to be tax free to the ~~jurisdiction of the Federal Energy Regulatory Commission (the “FERC”), thereby expanding natural gas transportation services into Utah, Wyoming,~~Company and ~~Colorado.~~its stockholders for U.S. federal income tax purposes. See Note 8 - ~~Business Acquisitions~~Dispositions for more information.

Southwest is engaged in the business of purchasing, distributing, and transporting natural gas for customers in portions of Arizona, Nevada, and California. Public utility rates, practices, facilities, and service territories of Southwest are subject to regulatory oversight. The timing and amount of rate relief can materially impact results of operations. Natural gas purchases and the timing of related recoveries can materially impact liquidity. Results for the natural gas distribution segment are higher during winter periods due to the seasonality incorporated in its regulatory rate structures.

Centuri is a strategic utility infrastructure services company dedicated to partnering with North America’s gas and electric providers to build and maintain the energy network that powers millions of homes across the United States (“U.S.”) and Canada. Centuri derives revenue primarily from installation, replacement, repair, and maintenance of energy networks. Centuri operates in the U.S., primarily as NPL, Neuco, Linetec, and Riggs Distler, and in Canada, primarily as NPL Canada. Utility infrastructure services activity is seasonal in many of Centuri’s operating areas. Peak periods are the summer and fall months in colder climate areas, such as the northeastern and midwestern U.S. and in Canada. In warmer climate areas, such as the southwestern and southeastern U.S., utility infrastructure services activity continues year round.

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

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

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

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


			13


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

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

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

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

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

Basis of Presentation. The condensed consolidated financial statements of Southwest Gas Holdings, Inc. and subsidiaries and Southwest (with its subsidiaries) included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The year-end ~~2021~~2022 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 during the recently completed ~~quarter.~~quarter, other than the sale of MountainWest, discussed above.

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 as of 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~~statement of results for the interim periods, have been made.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the ~~2021~~2022 Annual Report to Stockholders, which is incorporated by reference into the ~~2021~~2022 Form 10-K.

In the first quarter of 2023, management identified a misstatement related to its accounting for the cost of gas sold at Southwest, thereby determining that Net cost of gas sold was overstated in 2021 and 2022 by $2.3 million and $5.7 million, respectively. Southwest made an adjustment in the first quarter of 2023 to reduce Net cost of gas sold and to increase its asset balance for Deferred purchased gas cost by $8 million.

Also in the first quarter of 2023, the Company identified an approximately $21 million misstatement related to its initial estimation of the loss recorded upon reclassifying MountainWest as an asset held for sale during the year ended December 31, 2022. Consequently, the impairment loss for the year ended December 31, 2022 was understated by approximately $21 million, which was corrected in the first quarter of 2023.

The Company (and Southwest, with respect to Net cost of gas sold) assessed, both quantitatively and qualitatively, the impact of these items on previously issued financial statements, concluding they were not material to any prior period or the current period financial statements.


			13


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						March 31, 2023

Other Property and Investments. Other property and investments on Southwest’s and the Company’s Condensed Consolidated Balance Sheets includes:


(Thousands of dollars)	(Thousands of dollars)	June 30, 2022		December 31, 2021		(Thousands of dollars)	March 31, 2023		December 31, 2022
Net cash surrender value of COLI policies	Net cash surrender value of COLI policies	$	142,819	$	149,947	Net cash surrender value of COLI policies	$	138,689	$	136,245
Other property	Other property	3,780		3,146		Other property	5,897		33,152
Total Southwest Gas Corporation	Total Southwest Gas Corporation	146,599		153,093		Total Southwest Gas Corporation	144,586		169,397
Non-regulated property, equipment, and intangibles	Non-regulated property, equipment, and intangibles	1,678,683		1,616,392		Non-regulated property, equipment, and intangibles	1,698,327		1,677,218
Non-regulated accumulated provision for depreciation and amortization	Non-regulated accumulated provision for depreciation and amortization	(569,630)		(512,343)		Non-regulated accumulated provision for depreciation and amortization	(624,693)		(596,518)
Other property and investments	Other property and investments	57,049		59,337		Other property and investments	32,107		31,075
Total Southwest Gas Holdings, Inc.	Total Southwest Gas Holdings, Inc.	$	1,312,701	$	1,316,479	Total Southwest Gas Holdings, Inc.	$	1,250,327	$	1,281,172

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. The term


			14


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

non-regulated in regard to assets and related balances in the table above is in reference to the non-rate regulated operations of ~~Centuri,~~Centuri.

Held for sale. The Company and ~~to a more limited extent,~~Southwest have classified certain assets associated with its previous corporate headquarters as held for sale during the first quarter of ~~MountainWest.~~2023. An agreement for sale was signed in May 2023, subject to certain closing conditions, including possible extension periods. Amounts to be realized above the carrying value are not expected to be material to the financial statements overall. Management determined that the assets met the criteria to be classified as held for sale as of March 31, 2023. As a result, the Company and Southwest reclassified approximately $27 million from Other property and investments to current assets held for sale on their respective Condensed Consolidated Balance Sheets at March 31, 2023.

Cash and Cash Equivalents. Cash and cash equivalents of the Company include$32.7 million and $30 million of money market fund investments ~~totaling approximately~~ ~~$77 million~~at March 31, 2023 and ~~$97 million~~,December 31, 2022, respectively. The money market fund investments for Southwest were $29.6 million at March 31, 2023 and ~~the Company, respectively,~~$17.6 million at ~~June 30, 2022, and $20 million for the Company as of~~ December 31, ~~2021. The balance for Southwest as of December 31, 2021 was insignificant.~~2022, respectively. These investments fall within Level 2 of the fair value hierarchy, due to the asset valuation methods used by money market funds.

~~Non-cash~~Noncash investing activities for the Company and Southwest include capital expenditures that were not yet paid, thereby remaining in accounts payable, the amounts related to which declined by approximately ~~$11.6~~$37.3 million and ~~$18.3~~$34.2 million ~~respectively,~~ during the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, respectively, and increased ~~$6.5~~$5.5 million and ~~$6.6~~$5.7 million ~~respectively,~~ during the twelve months ended ~~June 30, 2022.~~March 31, 2023, respectively.

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

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

Prepaid and other current assets. Prepaid and other current assets for Southwest include, among other things, materials and operating supplies of $~~70.2~~79 million at ~~June 30, 2022~~March 31, 2023 and $~~62.9~~77.3 million at December 31, ~~2021~~2022 (carried at weighted average cost). ~~For the Company, there were materials and operating supplies of $74.5 million and $67.4 million at June 30, 2022 and December 31, 2021, respectively, which included amounts for MountainWest.~~ Also included in the balance ~~for both Southwest and the Company~~ was ~~$10.2 million and $52~~$207 million as of ~~June 30, 2022 and~~ December 31, ~~2021, respectively,~~2022 in accrued purchased gas ~~cost.~~cost, with no corresponding asset balance as of March 31, 2023.

Goodwill. Goodwill is assessed as of October 1st each year for impairment, or more frequently, if circumstances indicate ~~an impairment to~~it may be more likely than not that the ~~carrying~~fair value of ~~goodwill may have occurred. Management of the Company and Southwest considered~~a reporting unit is less than its carrying value. The Company’s reporting units ~~and~~for goodwill are its operating segments, ~~determining that they remained consistent between periods presented below, and that no change was necessary with regard to the level at~~ which ~~goodwill is assessed for impairment. The acquisition of MountainWest resulted in a new~~are also its reportable ~~segment which is assessed for impairment beginning in 2022.~~segments. Since December 31, ~~2021,~~2022, management qualitatively assessed whether events during the first ~~six~~three months of ~~2022 may have resulted in conditions whereby~~2023 indicated it was more likely than not that the ~~carrying~~fair value of ~~goodwill~~our reporting units was ~~higher~~less than ~~its fair~~their carrying value, which if the case, could be an indication of a ~~permanent~~goodwill impairment. Through ~~this assessment, no such condition was believed to have existed and therefore,~~management’s assessments during first quarter of 2023, no impairment was deemed to have ~~occurred.~~occurred in the continuing segments of the Company. However, there can be no assurances that future assessments of goodwill will not result in an impairment, and various factors, including the results of the continuing Strategic Review related to Centuri and MountainWest, or changes in economic conditions, governmental monetary policies, interest rates, or others, on their own or in combination with the undertakings of the Strategic Review, could result in the fair value of the related reporting units being lower than their carrying value. See also ~~Note 8 - Business Acquisitions. Goodwill in the Natural Gas Distribution operations of Southwest, and across all operations of the Company, is included in their respective Condensed Consolidated Balance Sheets as follows:~~

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

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


			1514


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2022~~March 31, 2023

result in an impairment, and various factors, including changes in the business, strategic initiatives, economic conditions, governmental monetary policies, interest rates, or others, on their own or in combination with each other, could result in the fair value of reporting units being lower than their carrying values. Goodwill in the Natural Gas Distribution and Utility Infrastructure Services segments is included in their respective Condensed Consolidated Balance Sheets as follows:


(Thousands of dollars)	Natural Gas Distribution		Utility Infrastructure Services		Total Company
December 31, 2022	$	11,155	$	776,095	$	787,250
Foreign currency translation adjustment	—		84		84
March 31, 2023	$	11,155	$	776,179	$	787,334

Other Current Liabilities. Management recognizes in its balance sheets various liabilities that are expected to be settled through future cash payment within the next twelve months, including amounts payable under regulatory mechanisms, customary accrued expenses for employee compensation and benefits, declared but unpaid dividends, and miscellaneous other accrued liabilities. Other current liabilities for the Company include ~~$41.5~~$44.2 million and ~~$36~~$41.6 million of dividends declared as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively. Also included in the balance was $68 million as of March 31, 2023 in accrued purchased gas cost, with no corresponding liability balance as of December 31, 2022.

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


		Three Months Ended June 30,				Six Months Ended June 30,				Twelve Months Ended June 30,					Three Months Ended March 31,				Twelve Months Ended March 31,
(Thousands of dollars)	(Thousands of dollars)	2022		2021		2022		2021		2022		2021		(Thousands of dollars)	2023		2022		2023		2022
Southwest Gas Corporation:	Southwest Gas Corporation:													Southwest Gas Corporation:
Change in COLI policies	Change in COLI policies	$	(5,200)	$	3,100	$	(7,200)	$	5,800	$	(4,200)	$	18,500	Change in COLI policies	$	2,400	$	(2,000)	$	(1,000)	$	4,100
Interest income	Interest income	3,198		1,231		5,999		1,947		9,165		4,160		Interest income	12,471		2,801		25,853		7,198
Equity AFUDC	Equity AFUDC	81		(981)		157		—		157		2,543		Equity AFUDC	—		76		(76)		(905)
Other components of net periodic benefit cost	Other components of net periodic benefit cost	(187)		(3,505)		(375)		(7,010)		(7,386)		(17,021)		Other components of net periodic benefit cost	4,959		(188)		4,396		(10,704)
Miscellaneous income and (expense)	Miscellaneous income and (expense)	(1,325)		(1,010)		(699)		(1,352)		(3,798)		(2,689)		Miscellaneous income and (expense)	(1,387)		626		(18,929)		(3,483)
Southwest Gas Corporation - total other income (deductions)	Southwest Gas Corporation - total other income (deductions)	(3,433)		(1,165)		(2,118)		(615)		(6,062)		5,493		Southwest Gas Corporation - total other income (deductions)	18,443		1,315		10,244		(3,794)
Centuri, MountainWest, and Southwest Gas Holdings, Inc.:	Centuri, MountainWest, and Southwest Gas Holdings, Inc.:													Centuri, MountainWest, and Southwest Gas Holdings, Inc.:

Foreign transaction gain (loss)	Foreign transaction gain (loss)	214		(9)		217		(12)		207		(12)		Foreign transaction gain (loss)	(690)		3		284		(16)
Equity AFUDC	Equity AFUDC	236		—		418		—		418		—		Equity AFUDC	82		182		365		182
Equity in earnings of unconsolidated investments	Equity in earnings of unconsolidated investments	728		109		1,243		101		1,368		156		Equity in earnings of unconsolidated investments	360		515		2,474		749
Miscellaneous income and (expense)	Miscellaneous income and (expense)	(580)		(246)		(1,351)		(337)		(158)		(444)		Miscellaneous income and (expense)	(5)		(651)		(2,467)		303
Corporate and administrative														Corporate and administrative	270		(120)		127		(127)
Southwest Gas Holdings, Inc. - total other income (deductions)	Southwest Gas Holdings, Inc. - total other income (deductions)	$	(2,835)	$	(1,311)	$	(1,591)	$	(863)	$	(4,227)	$	5,193	Southwest Gas Holdings, Inc. - total other income (deductions)	$	18,460	$	1,244	$	11,027	$	(2,703)

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. Interest income primarily relates to Southwest’s regulatory asset balances, including its deferred purchased gas cost mechanisms. Interest income includes carrying charges on regulatory account balances, including deferred purchased gas cost balances, which increased from $368 million as of March 31, 2022 to $970 million as of March 31, 2023. Refer also ~~to the discussion of~~ ~~Other Property and Investments~~ ~~above and~~ to Note 2 – Components of Net Periodic Benefit Cost.

Redeemable Noncontrolling Interests.In connection with the acquisition of Linetec in November 2018, the previous owner initially retained a 20% equity interest in that entity, ~~the reduction of which is~~with redemption being subject to certain rights based on the passage of time or upon the occurrence of certain triggering events. Effective ~~January~~in 2022, the Company, through Centuri, had the right, but not the obligation, to purchase at fair value (subject to a floor) a portion of the interest held by the previous owner, and in incremental amounts each year thereafter. In March 2022, the parties agreed to a partial redemption, ~~based on these provisions,~~reducing the noncontrolling interest to 15%, and ~~as a result, Centuri paid $39.6 million~~in March 2023, agreeing once again to ~~the previous owner of Linetec for~~ a 5% ~~equity~~redemption (of the 15% then remaining), and to thereby reduce the noncontrolling interest ~~in Linetec, thereby reducing the balance continuing~~ to ~~be redeemable to 15%~~10% under the terms of the original agreement. ~~In order~~As a result of this most recent election, Centuri accrued $39.9 million as of March 31, 2023, which was paid to ~~fund~~ the ~~redemption, Southwest Gas Holdings, Inc. contributed capital~~previous owner of Linetec in April 2023. The impact of this transaction has been excluded from the Company’s Condensed Consolidated Statement of Cash Flows for


			15


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						March 31, 2023

2023 due to ~~Centuri.~~its noncash nature in advance of the April 2023 payment. The remaining balance continuing to be redeemable as of March 31, 2023 is 10% under the terms of the original agreement, with Centuri now owning a 90% stake in Linetec.

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

Significant changes in the value of the redeemable noncontrolling interests, above a floor determined at the establishment date, are recognized as they occur, and the carrying value is adjusted as necessary at each reporting date. The fair value is estimated using a market approach that utilizes certain financial metrics from guideline public companies of similar industry and operating characteristics. Based on the fair value model employed, the estimated redemption value of the Linetec redeemable noncontrolling interest ~~decreased by~~increased approximately ~~$36~~$5.8 million during the ~~six~~three months ended ~~June 30, 2022. Adjustment to~~March 31, 2023, notwithstanding the change resulting from the partial redemption ~~value~~noted above. Valuation adjustments also ~~impacts~~impact retained earnings, as reflected in the Company’s Condensed Consolidated Statement of Equity, but ~~does~~do not impact net income. The following depicts changes to the balances of the redeemable noncontrolling interests:


			16


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


(Thousands of dollars):	(Thousands of dollars):	Linetec		Drum		Total		(Thousands of dollars):	Linetec		Drum		Total
Balance, December 31, 2021		$	184,148	$	12,569	$	196,717
Net income (loss) attributable to redeemable noncontrolling interests		1,576		(10)		1,566
Balance, December 31, 2022								Balance, December 31, 2022	$	146,765	$	12,584	$	159,349
Net income attributable to redeemable noncontrolling interests								Net income attributable to redeemable noncontrolling interests	1,683		56		1,739
Redemption value adjustments	Redemption value adjustments	(35,978)		—		(35,978)		Redemption value adjustments	5,832		—		5,832
Redemption of equity interest from noncontrolling party	Redemption of equity interest from noncontrolling party	(39,649)		—		(39,649)		Redemption of equity interest from noncontrolling party	(39,894)		—		(39,894)
Balance, June 30, 2022		$	110,097	$	12,559	$	122,656
Balance, March 31, 2023								Balance, March 31, 2023	$	114,386	$	12,640	$	127,026

Earnings Per Share. Basic earnings per share (“EPS”) in each period of this report were calculated by dividing net income attributable to Southwest Gas Holdings, Inc. by the weighted-average number of shares during those periods. Diluted EPS includes additional weighted-average common stock equivalents (performance shares and restricted stock units). Unless otherwise noted, the term “Earnings Per Share” refers to Basic EPS. A reconciliation of the denominator used in Basic and Diluted EPS calculations is 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)	2022	2021	2022	2021	2022	2021	(In thousands)	2023	2022	2023	2022
Weighted average basic shares	Weighted average basic shares	67,045	58,607	63,909	58,106	62,022	57,348	Weighted average basic shares	68,265	60,737	67,413	59,919
Effect of dilutive securities:	Effect of dilutive securities:							Effect of dilutive securities:
Restricted stock units ~~(1)~~(2)	Restricted stock units ~~(1)~~(2)	145	103	132	91	135	92	Restricted stock units ~~(1)~~(2)	154	117	—	125
Weighted average diluted shares	Weighted average diluted shares	67,190	58,710	64,041	58,197	62,157	57,440	Weighted average diluted shares	68,419	60,854	67,413	60,044

(1) The number of anti-dilutive restricted stock units excluded from the calculation of diluted shares during the twelve months ended March 31, 2023 is 166,000.

(2) The number of securities included 132,000~~136,000~~ and ~~95,000~~112,000 performance shares during the three months ~~ending June 30,~~ended March 31, 2023 and 2022, and ~~2021, 125,000 and 85,000 performance shares during the six months ending June 30, 2022 and 2021 and 124,000~~149,000 and ~~83,000~~114,000 performance shares during the twelve months ~~ending June 30,~~ended March 31, 2023 and 2022, ~~and 2021,~~ respectively, the total of which was derived by assuming that target performance will be ~~achieved~~achieved during the relevant performance period.

~~Contingencies.~~

Income Taxes. ~~Southwest maintains liability insurance~~The Company’s effective tax rate was 37.6% for ~~various risks associated with~~ the ~~operation~~three months ended March 31, 2023, compared to 19.9% for the corresponding period in 2022. The effective tax rate increase was primarily due to the MountainWest sale, and includes the impact of ~~its~~book versus tax basis differences related to the transaction (See Note 8 - Dispositions).

Southwest’s effective tax rate was 18.3% for the three months ended March 31, 2023, compared to 20.6% in the prior year quarter. These amounts varied from the statutory rate primarily as the result of the amortization of excess deferred income taxes.

In April 2023, the Internal Revenue Service (“IRS”) issued Revenue Procedure 2023-15, which provides a safe harbor method of accounting that taxpayers may use to determine whether expenditures to repair, maintain, replace, or improve natural gas ~~pipelines~~transmission and ~~facilities. In connection with these liability insurance policies, Southwest is responsible~~distribution property must be capitalized for an initial deductible or self-insured retention amount per incident, after which the insurance carriers would be responsible for amounts up to the policy limits. For the policy year August 2021 to July 2022, these liability insurance policies require Southwest to be responsible for the first $1 million (self-insured retention) of each incident plus the first $4 million in aggregate claims above its self-insured retention in the policy year. In August 2021, a natural gas pipe operated by Southwest was involved in an explosion that injured 4 individuals and damaged property.tax purposes. The explosion was caused by a leak in the pipe, and is under investigation. Individuals that were injured have each brought legal claims against Southwest and other parties. If Southwest is deemed fully or partially responsible, Southwest estimates its net exposure could be equal to the self-insured retention of $5 million (the maximum noted above). In 2021, pursuant to Accounting Standards Codification 450, ~~Contingencies~~, Southwest recorded a $5 million liability related to this incident reflecting the maximum noted above; an estimate of actual loss greater than this exposure (to be covered by insurance) cannot be estimated as of the date these financial statements are issued.

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

~~As described above, the November 2021 civil suit filed by the Icahn Group, against the~~ Company and ~~certain officers~~Southwest are currently reviewing this revenue procedure to determine the potential impact on their financial position, results of operations, and ~~directors, was subject to a stipulation of dismissal with prejudice in May 2022, pursuant to the terms of the Cooperation Agreement.~~

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


			1716


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2022~~March 31, 2023

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

Recent Accounting Standards Updates.

Accounting pronouncements effective or adopted in ~~2022:~~2023:

In March 2020, the Financial Accounting Standards Board ~~(the “FASB”~~(“FASB”) issued ~~ASU~~Accounting Standards Update (“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, including when modifying a contract (during the eligibility period covered by the update to ~~Topic 848)~~the topic) to replace a reference rate affected by ~~such~~reference rate 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. In December 2022, the FASB issued ASU 2022-06 “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848.” The ~~guidance was eligible to be applied upon issuance on March 12, 2020, and can generally be applied through~~update provides deferral of the sunset date of Topic 848 from December 31, 2022 ~~and while a proposal by the FASB has occurred~~ to ~~extend the optional guidance to the full tenor of LIBOR expiration dates occurring after 2022, to date, no such update has been made effective.~~December 31, 2024. Management will continue to monitor the impacts this update might have on the Company’s and Southwest’s consolidated financial statements and disclosures, and will reflect such appropriately, in the event that the optional guidance is elected. ~~Management will also monitor further FASB action, if any, in regard to the full tenor of LIBOR expiration dates.~~ See also LIBOR discussion in Note 5 – Debt.

~~In August 2020, the FASB~~There are no other recently 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 relatedaccounting standards updates that are expected to ~~the disclosures and earnings-per-share for convertible instruments and contracts in an entity’s own equity. The Company and Southwest~~be adopted ~~the update in the first quarter of 2022, the impact of which was not~~or material to ~~the consolidated financial statements of~~Southwest or the Company effective in 2023 or ~~Southwest.~~thereafter.


			1817


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2022~~March 31, 2023

Note 2 – Components of Net Periodic Benefit Cost

Southwest has a noncontributory qualified retirement plan with defined benefits covering substantially all employees for employees hired before 2022 and a separate unfunded supplemental retirement plan (“SERP”), which is limited to ~~officers.~~officers also hired before 2022. Southwest also provides limited postretirement benefits other than pensions (“PBOP”) to its qualified retirees for health care, dental, and life insurance. The defined benefit qualified retirement plan, SERP, and PBOP are not available to Southwest employees hired on or after January 1, 2022. Employees hired in 2022 or later periods are eligible for enhanced defined contributions as part of the Southwest 401(k) plan, rather than participating in the defined benefit retirement plan.

The service cost component of net periodic benefit costs included in the table below is a component of an overhead loading process associated with the cost of labor. The overhead process ultimately results in allocation of 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 regulated operations 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. Variability in total net periodic benefit cost between periods, especially with regard to the Qualified Retirement Plan, is subject to changes in underlying actuarial assumptions between periods, notably the discount rate.


		Qualified Retirement Plan													Qualified Retirement Plan
		June 30,													March 31,
		Three Months				Six Months				Twelve Months					Three Months				Twelve Months
		2022		2021		2022		2021		2022		2021			2023		2022		2023		2022
(Thousands of dollars)	(Thousands of dollars)													(Thousands of dollars)
Service cost	Service cost	$	11,028	$	10,290	$	22,056	$	20,580	$	42,635	$	37,730	Service cost	$	6,460	$	11,028	$	39,542	$	41,897
Interest cost	Interest cost	11,251		10,108		22,502		20,216		42,718		42,994		Interest cost	14,791		11,251		48,546		41,575
Expected return on plan assets	Expected return on plan assets	(19,978)		(18,088)		(39,956)		(36,176)		(76,132)		(68,824)		Expected return on plan assets	(21,015)		(19,978)		(80,950)		(74,242)
Amortization of net actuarial loss	Amortization of net actuarial loss	8,117		10,489		16,234		20,978		37,211		38,990		Amortization of net actuarial loss	84		8,117		24,435		39,583
Net periodic benefit cost	Net periodic benefit cost	$	10,418	$	12,799	$	20,836	$	25,598	$	46,432	$	50,890	Net periodic benefit cost	$	320	$	10,418	$	31,573	$	48,813

		SERP													SERP
		June 30,													March 31,
		Three Months				Six Months				Twelve Months					Three Months				Twelve Months
		2022		2021		2022		2021		2022		2021			2023		2022		2023		2022
(Thousands of dollars)	(Thousands of dollars)													(Thousands of dollars)
Service cost	Service cost	$	106	$	132	$	212	$	263	$	475	$	457	Service cost	$	62	$	106	$	380	$	501
Interest cost	Interest cost	360		358		720		716		1,435		1,517		Interest cost	531		360		1,612		1,433
Amortization of net actuarial loss	Amortization of net actuarial loss	587		660		1,175		1,320		2,497		2,223		Amortization of net actuarial loss	249		588		2,011		2,570
Net periodic benefit cost	Net periodic benefit cost	$	1,053	$	1,150	$	2,107	$	2,299	$	4,407	$	4,197	Net periodic benefit cost	$	842	$	1,054	$	4,003	$	4,504

		PBOP													PBOP
		June 30,													March 31,
		Three Months				Six Months				Twelve Months					Three Months				Twelve Months
		2022		2021		2022		2021		2022		2021			2023		2022		2023		2022
(Thousands of dollars)	(Thousands of dollars)													(Thousands of dollars)
Service cost	Service cost	$	485	$	423	$	970	$	846	$	1,815	$	1,636	Service cost	$	317	$	485	$	1,773	$	1,753
Interest cost	Interest cost	613		548		1,226		1,096		2,323		2,388		Interest cost	825		613		2,664		2,258
Expected return on plan assets	Expected return on plan assets	(807)		(810)		(1,614)		(1,620)		(3,233)		(3,324)		Expected return on plan assets	(606)		(807)		(3,027)		(3,236)
Amortization of prior service costs	Amortization of prior service costs	44		240		88		480		567		1,057		Amortization of prior service costs	44		44		175		763

Net periodic benefit cost	Net periodic benefit cost	$	335	$	401	$	670	$	802	$	1,472	$	1,757	Net periodic benefit cost	$	580	$	335	$	1,585	$	1,538


			1918


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2022~~March 31, 2023

Note 3 – Revenue

The following information about the Company’s revenues is presented by segment. Southwest encompasses the natural gas distribution ~~segment,~~segment. Centuri encompasses the utility infrastructure services ~~segment,~~segment. MountainWest, commencing January 2022 (following its acquisition) and ~~MountainWest encompasses~~until its sale in mid-February 2023, encompassed the pipeline and storage segment. ~~Certain disclosures, where materially consistent with those provided most recently in the 2021 Form 10-K, are not repeated below.~~

Natural Gas Distribution Segment:

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


		Three Months Ended June 30,				Six Months Ended June 30,				Twelve Months Ended June 30,					Three Months Ended March 31,				Twelve Months Ended March 31,
(Thousands of dollars)	(Thousands of dollars)	2022		2021		2022		2021		2022		2021		(Thousands of dollars)	2023		2022		2023		2022
Residential	Residential	$	228,573	$	193,322	$	743,159	$	596,465	$	1,182,306	$	995,132	Residential	$	739,313	$	514,586	$	1,549,521	$	1,147,055
Small commercial	Small commercial	78,730		56,093		202,714		137,491		335,437		235,114		Small commercial	174,184		123,984		428,720		312,800
Large commercial	Large commercial	20,989		13,158		41,150		25,831		72,690		47,818		Large commercial	31,091		20,161		96,164		64,859
Industrial/other	Industrial/other	10,773		6,974		20,745		20,744		42,314		33,785		Industrial/other	21,114		9,972		62,036		38,515
Transportation	Transportation	24,466		21,797		51,098		46,333		97,005		90,307		Transportation	30,543		26,632		104,553		94,336
Revenue from contracts with customers	Revenue from contracts with customers	363,531		291,344		1,058,866		826,864		1,729,752		1,402,156		Revenue from contracts with customers	996,245		695,335		2,240,994		1,657,565
Alternative revenue program revenues (deferrals)	Alternative revenue program revenues (deferrals)	11,022		(1,531)		(12,477)		(17,904)		18,608		(6,110)		Alternative revenue program revenues (deferrals)	(86,204)		(23,499)		(81,183)		6,055
Other revenues (1)	Other revenues (1)	3,389		2,983		8,092		5,768		13,183		4,006		Other revenues (1)	4,838		4,703		13,598		12,777
Total Regulated operations revenues	Total Regulated operations revenues	$	377,942	$	292,796	$	1,054,481	$	814,728	$	1,761,543	$	1,400,052	Total Regulated operations revenues	$	914,879	$	676,539	$	2,173,409	$	1,676,397

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

Utility Infrastructure Services Segment:

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


		Three Months Ended June 30,				Six Months Ended June 30,				Twelve Months Ended June 30,					Three Months Ended March 31,				Twelve Months Ended March 31,
(Thousands of dollars)	(Thousands of dollars)	2022		2021		2022		2021		2022		2021		(Thousands of dollars)	2023		2022		2023		2022
Service Types:	Service Types:													Service Types:
Gas infrastructure services	Gas infrastructure services	$	418,869	$	346,877	$	679,551	$	568,714	$	1,413,177	$	1,282,008	Gas infrastructure services	$	297,408	$	260,682	$	1,568,544	$	1,341,185
Electric power infrastructure services	Electric power infrastructure services	179,749		97,644		361,717		191,605		695,314		435,825		Electric power infrastructure services	233,640		181,968		829,796		613,209
Other	Other	107,472		84,104		188,699		132,281		387,537		294,749		Other	122,245		81,227		491,403		364,169
Total Utility infrastructure services revenues	Total Utility infrastructure services revenues	$	706,090	$	528,625	$	1,229,967	$	892,600	$	2,496,028	$	2,012,582	Total Utility infrastructure services revenues	$	653,293	$	523,877	$	2,889,743	$	2,318,563


	Three Months Ended March 31,				Twelve Months Ended March 31,
(Thousands of dollars)	2023		2022 *		2023		2022*
Contract Types:
Master services agreement	$	547,606	$	445,345	$	2,444,481	$	1,804,643
Bid contract	105,687		78,532		445,262		513,920
Total Utility infrastructure services revenues	$	653,293	$	523,877	$	2,889,743	$	2,318,563

Unit price contracts	$	328,527	$	302,523	$	1,634,135	$	1,437,156
Fixed price contracts	166,915		86,537		578,417		319,685
Time and materials contracts	157,851		134,817		677,191		561,722
Total Utility infrastructure services revenues	$	653,293	$	523,877	$	2,889,743	$	2,318,563

*The Company identified a misstatement in the first quarter 2022 disclosure which resulted in an understatement of $88.8 million in the master services agreement category and an overstatement by the same amount in the bid contract category. Management concluded this


			2019


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2022~~March 31, 2023

Three Months Ended
June 30, Six Months Ended
June 30, Twelve Months Ended June 30,
(Thousands of dollars) 2022 2021 2022 2021 2022 2021
Contract Types:
Master services agreement $ 617,489 $ 398,650 $ 1,062,834 * $ 692,330 $ 2,023,482 * $ 1,543,292
Bid contract 88,601 129,975 167,133 * 200,270 472,546 * 469,290
Total Utility infrastructure services revenues $ 706,090 $ 528,625 $ 1,229,967 $ 892,600 $ 2,496,028 $ 2,012,582
Unit price contracts $ 421,927 $ 361,926 $ 724,450 $ 596,375 $ 1,497,157 $ 1,344,626
Fixed price contracts 128,793 50,455 215,330 85,049 398,023 179,194
Time and materials contracts 155,370 116,244 290,187 211,176 600,848 488,762
Total Utility infrastructure services revenues $ 706,090 $ 528,625 $ 1,229,967 $ 892,600 $ 2,496,028 $ 2,012,582

* The Company identified an error in the first quarter 2022 disclosure which resulted in an understatement of $88.8 million in the master services agreement category and an overstatement by the same amount in the bid contract category. Management concluded this item was not material to the previously issued financial statements and ~~will revise~~revised the ~~first quarter 2022 amounts in future filings.~~disclosures for the three- and twelve- months ended March 31, 2022.

The following table provides information about contracts receivable and revenue earned on contracts in progress in excess of billings (contract assets), both of which are included within Accounts receivable, net of allowances, as well as amounts billed in excess of revenue earned on contracts (contract liabilities), which are included in Other current liabilities as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 on the Company’s Condensed Consolidated Balance Sheets:


(Thousands of dollars)	(Thousands of dollars)	June 30, 2022		December 31, 2021		(Thousands of dollars)	March 31, 2023		December 31, 2022
Contracts receivable, net	Contracts receivable, net	$	332,433	$	296,005	Contracts receivable, net	$	322,558	$	394,022
Revenue earned on contracts in progress in excess of billings	Revenue earned on contracts in progress in excess of billings	254,259		214,774		Revenue earned on contracts in progress in excess of billings	279,624		238,059
Amounts billed in excess of revenue earned on contracts	Amounts billed in excess of revenue earned on contracts	13,738		11,860		Amounts billed in excess of revenue earned on contracts	39,595		35,769

The revenue earned on contracts in progress in excess of billings (contract asset) primarily relates to Centuri’s right to consideration for work completed but not billed and/or approved for billing at the reporting date. These contract assets are transferred to contracts receivable when the rights become unconditional. The amounts billed in excess of revenue earned (contract liability) primarily relate to the advance consideration received from customers for which work has not yet been completed. The change in this contract liability balance from December 31, ~~2021~~2022 to ~~June 30, 2022 is~~March 31, 2023 increased due to ~~increases in cash~~amounts received for services not yet performed, net of revenue recognized, from contracts that commenced during the period, offset by revenue recognized of approximately $11.9 million that was included in this balance as of January 1, 2022, after which time it became earned and the balance was reduced.recognized.

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

As of ~~June 30, 2022,~~March 31, 2023, Centuri had 4762 fixed price contracts with an original duration of more than one year. The aggregate amount of the transaction price allocated to the unsatisfied performance obligations of these contracts as of ~~June 30, 2022~~March 31, 2023 was ~~$465.7~~$458.2 million. Centuri expects to recognize the remaining performance obligations over approximately the next ~~2.9~~two years; however, the timing of that recognition is largely within the control of the customer, including when the necessary ~~equipment and~~ materials required to complete the work are provided by the customer.

Utility infrastructure services contracts receivable consists of the following:


(Thousands of dollars)	(Thousands of dollars)	June 30, 2022		December 31, 2021		(Thousands of dollars)	March 31, 2023		December 31, 2022
Billed on completed contracts and contracts in progress	Billed on completed contracts and contracts in progress	$	331,173	$	292,770	Billed on completed contracts and contracts in progress	$	325,528	$	395,771
Other receivables	Other receivables	1,408		3,492		Other receivables	1,738		2,569
Contracts receivable, gross	Contracts receivable, gross	332,581		296,262		Contracts receivable, gross	327,266		398,340
Allowance for doubtful accounts	Allowance for doubtful accounts	(148)		(257)		Allowance for doubtful accounts	(4,708)		(4,318)
Contracts receivable, net	Contracts receivable, net	$	332,433	$	296,005	Contracts receivable, net	$	322,558	$	394,022

Pipeline and Storage Segment:

MountainWest Regulated operations revenues on the Condensed Consolidated Statements of Income of the Company include revenue from contracts with customers, which is shown below, disaggregated by categories of sales and service activities. The information for 2023 reflects activity from January 1, 2023 through February 13, 2023 (the last full day of ownership).


	Three Months Ended March 31,
(Thousands of dollars)	2023		2022
Regulated gas transportation and storage revenues	$	34,225	$	61,977
NGL revenues	441		1,493
Other revenues	466		3,479
Revenue from contracts with customers	35,132		66,949
Other revenues	—		44
Total Regulated operations revenues	$	35,132	$	66,993


			2120


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

~~Pipeline and Storage Segment:~~

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

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

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

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

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

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

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


			22


~~SOUTHWEST GAS HOLDINGS, INC.~~						~~Form 10-Q~~
~~SOUTHWEST GAS CORPORATION~~						~~June 30, 2022~~March 31, 2023

Note 4 – Common Stock

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

On April 8, 2021, the Company entered into a Sales Agency Agreement between the Company and BNY Mellon Capital Markets, LLC and J.P. Morgan Securities LLC (the “Equity Shelf Program”) for the offer and sale of up to $500 million of common stock from time to time in an at-the-market offering program. The shares are issued pursuant to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-251074), or “the Universal Shelf.” There ~~was~~was no activity under the Equity Shelf Program during the quarter ended ~~June 30, 2022.~~March 31, 2023. The following table provides the life-to-date activity under that program through ~~June 30, 2022:~~March 31, 2023:




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

As of ~~June 30, 2022,~~March 31, 2023, the Company had approximately $~~341.8~~342 million in common stock available for sale under the program.

In March ~~2022,~~2023, the Company issued, through a separate prospectus supplement under the Universal Shelf, an aggregate of ~~6.325~~4.1 million shares of common stock, inat an underwritten public offering price of ~~$74.00~~$60.12 per share, resulting in net proceeds to the Company of ~~$452.3~~$238.4 million, net of an ~~underwriters’~~underwriter’s discount of ~~$15.8 million.~~$8.3 million and estimated expenses of the offering. Approximately $140 million (2.3 million shares) of the offering was purchased by certain funds affiliated with Carl C. Icahn, a significant stockholder beneficially owning more that 10% of the outstanding stock of the Company. The Company used the net proceeds to repay ~~a portion of the~~ outstanding ~~borrowings~~amounts under the ~~364-day term loan~~Company’s credit ~~agreement that was~~facility, with the remaining proceeds used to ~~initially fund~~pay off residual amounts outstanding under the loan entered into in November 2021 in connection with the acquisition of MountainWest ~~acquisition.~~and the remainder, for working capital and general corporate purposes.

During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, the Company issued approximately ~~191,000~~54,000 shares of common stock through the Restricted Stock/Unit Plan and Omnibus Incentive Plan.

Additionally, during the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, the Company issued ~~66,000~~46,000 shares of common stock through the Dividend Reinvestment and Stock Purchase Plan, raising approximately $~~5.1~~2.7 million.

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


			2321


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2022~~March 31, 2023

Note 5 – Debt

Long-Term Debt

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

June 30, 2022 December 31, 2021
Carrying
Amount Fair
Value Carrying
Amount Fair
Value
(Thousands of dollars)
Southwest Gas Corporation:
Debentures:
Notes, 6.1%, due 2041 $ 125,000 $ 126,410 $ 125,000 $ 166,380
Notes, 4.05%, due 2032 600,000 549,396 — —
Notes, 3.875%, due 2022 — — 250,000 250,603
Notes, 4.875%, due 2043 250,000 230,653 250,000 307,538
Notes, 3.8%, due 2046 300,000 235,140 300,000 329,055
Notes, 3.7%, due 2028 300,000 283,260 300,000 325,191
Notes, 4.15%, due 2049 300,000 250,461 300,000 342,030
Notes, 2.2%, due 2030 450,000 365,054 450,000 440,838
Notes, 3.18%, due 2051 300,000 211,326 300,000 292,116
8% Series, due 2026 75,000 84,078 75,000 92,623
Medium-term notes, 7.78% series, due 2022 — — 25,000 25,122
Medium-term notes, 7.92% series, due 2027 25,000 27,821 25,000 31,555
Medium-term notes, 6.76% series, due 2027 7,500 7,839 7,500 8,949
Unamortized discount and debt issuance costs (26,627) (19,959)
2,705,873 2,387,541
Revolving credit facility and commercial paper — — 130,000 130,000
Industrial development revenue bonds:
Tax-exempt Series A, due 2028 50,000 50,000 50,000 50,000
2003 Series A, due 2038 50,000 50,000 50,000 50,000
2008 Series A, due 2038 50,000 50,000 50,000 50,000
2009 Series A, due 2039 50,000 50,000 50,000 50,000
Unamortized discount and debt issuance costs (1,774) (1,938)
198,226 198,062
Less: current maturities — (275,000)
Southwest Gas Corporation total long-term debt, less current maturities $ 2,904,099 $ 2,440,603
Southwest Gas Holdings, Inc.:
Centuri secured term loan facility $ 1,011,413 $ 970,329 $ 1,117,138 $ 1,117,841
Centuri secured revolving credit facility 145,885 145,759 103,329 103,749
MountainWest unsecured senior notes, 3.53%, due in 2028 101,922 90,430 102,078 102,078
MountainWest unsecured senior notes, 4.875%, due in 2041 199,599 157,894 199,926 199,926
MountainWest unsecured senior notes, 3.91%, due in 2038 147,786 113,703 147,735 147,735
Other debt obligations 141,653 129,810 51,665 50,003
Unamortized discount and debt issuance costs (22,627) (24,466)
Less: current maturities (41,276) (22,324)
Southwest Gas Holdings, Inc. total long-term debt, less current maturities $ 4,588,454 $ 4,115,684


	March 31, 2023				December 31, 2022
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
(Thousands of dollars)
Southwest Gas Corporation:
Debentures:
Notes, 6.1%, due 2041	$	125,000	$	125,376	$	125,000	$	113,184
Notes, 4.05%, due 2032	600,000		552,972		600,000		527,052
Notes, 4.875%, due 2043	250,000		210,990		250,000		195,703
Notes, 3.8%, due 2046	300,000		229,644		300,000		209,169
Notes, 3.7%, due 2028	300,000		282,960		300,000		275,043
Notes, 5.45%, due 2028	300,000		303,159		—		—
Notes, 4.15%, due 2049	300,000		238,821		300,000		218,712
Notes, 2.2%, due 2030	450,000		372,380		450,000		353,763
Notes, 3.18%, due 2051	300,000		198,390		300,000		185,523
Notes, 5.8%, due 2027	300,000		310,653		300,000		305,913
8% Series, due 2026	75,000		80,121		75,000		80,027
Medium-term notes, 7.92% series, due 2027	25,000		27,069		25,000		26,840
Medium-term notes, 6.76% series, due 2027	7,500		7,803		7,500		7,662
Unamortized discount and debt issuance costs	(32,893)				(29,471)
	3,299,607				3,003,029
Revolving credit facility and commercial paper	—		—		50,000		50,000
Industrial development revenue bonds:
Tax-exempt Series A, due 2028	50,000		50,000		50,000		50,000
2003 Series A, due 2038	50,000		50,000		50,000		50,000
2008 Series A, due 2038	50,000		50,000		50,000		50,000
2009 Series A, due 2039	50,000		50,000		50,000		50,000
Unamortized discount and debt issuance costs	(1,630)				(1,733)
	198,370				198,267
Less: current maturities	—				—
Southwest Gas Corporation total long-term debt, less current maturities	$	3,497,977			$	3,251,296
Southwest Gas Holdings, Inc.:
Centuri secured term loan facility	$	1,002,825	$	997,832	$	1,008,550	$	995,852
Centuri secured revolving credit facility	19,212		19,297		81,955		82,315
Other debt obligations	119,362		112,863		126,844		118,314
Unamortized discount and debt issuance costs	(19,869)				(20,789)
Less: current maturities	(41,907)				(44,557)
Southwest Gas Holdings, Inc. total long-term debt, less current maturities	$	4,577,600			$	4,403,299


			2422


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2022~~March 31, 2023

Southwest has a $400 million credit facility that is scheduled to expire in April 2025. Southwest designates $150 million of associated capacity as long-term debt and the remaining $250 million for working capital purposes. Interest rates for the credit facility are calculated at either the Secured Overnight Financing Rate (“SOFR”) or an “alternate base rate,” plus in each case an applicable margin that is determined based on Southwest’s senior unsecured debt rating. At ~~June 30, 2022,~~March 31, 2023, the applicable ~~margin~~margin is 1.125% for loans bearing interest with reference to SOFR and 0.125% for loans bearing interest with reference to the alternative base rate. At ~~June 30, 2022,~~ March 31, 2023, no borrowings were outstanding on the long-term portion ~~of the facility~~ (including under the commercial paper ~~program, discussed below)~~program), nor onunder the short-term portion of the facility.

Southwest has a $50 million commercial paper program. Issuances under the commercial paper program are supported by Southwest’s revolving credit facility and, therefore, do not represent additional borrowing capacity under the credit facility. Borrowings under the commercial paper program, if any, are designated a~~s long-term debt. Interest rates for the program are calculated at the then current commercial paper rate. At June 30, 2022, as noted above,~~ no~~borrowings were outstanding under the commercial paper program.~~

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

Centuri has a $1.545 billion secured revolving credit and term loan multi-currency facility. Amounts can be borrowed in either Canadian or U.S. dollars. The revolving credit facility matures on August 27, 2026 and the term loan facility matures on August 27, 2028. Interest rates for the revolving credit facility ~~and~~are based on SOFR, plus an applicable margin; the term loan facility ~~are~~is based on ~~either a “base rate” or~~ LIBOR, plus an applicable ~~margin in either case.~~margin. The capacity of the line of credit portion of the facility is $400 million; related amounts borrowed and repaid are available to be re-borrowed. The term loan portion of the facility has a limit of $1.145 billion. The obligations under the credit agreement are secured by present and future ownership interests in substantially all direct and indirect subsidiaries of Centuri, substantially all of the tangible and intangible personal property of each borrower, certain of their direct and indirect subsidiaries, and all products, profits, and proceeds of the foregoing. Centuri’s assets securing the facility at ~~June 30, 2022~~March 31, 2023 totaled ~~$2.5~~$2.4 billion. At ~~June 30, 2022, $1.157~~March 31, 2023, $1.022 billion in b~~orrowings~~borrowings were outstanding under Centuri’s combined secured revolving credit and term loan facility.

~~MountainWest has 2 private placement unsecured senior notes and a public unsecured senior note, with a combined carrying value of~~ ~~$449.3~~In March 2023, Southwest issued $300 million ~~and~~ aggregate principal amount of ~~$430 million.~~5.450% Senior Notes (the “March 2023 Notes”). The ~~carrying value is higher than~~notes will mature in March 2028. Southwest used the ~~principal balance as~~net proceeds to repay amounts outstanding ~~were recorded at their fair values as~~under its credit facility and the remainder for general corporate purposes.

In April 2023, Southwest Gas Holdings, Inc. entered into a $550 million Term Loan Credit Agreement that matures in October 2024. Southwest Gas Holdings, Inc. utilized a majority of the ~~December 31, 2021 acquisition date~~proceeds to make an equity contribution to Southwest. On April 17, 2023, Southwest utilized the equity contribution to repay, in full, amounts outstanding under its $450 million 364-day term loan entered into in January 2023 (discussed below), with the remainder of the ~~MountainWest entities.~~equity contribution used for working capital and general corporate purposes.

Short-Term Debt

Southwest Gas Holdings, Inc. has a ~~$200~~$300 million credit facility that is scheduled to expire in December 2026 and is primarily used for short-term financing needs. Interest rates for the credit facility are calculated at either SOFR or the “alternate base ~~rate”~~rate,” plus in each case an applicable margin. There was ~~$90~~$18 million outstanding under this credit facility as of ~~June 30, 2022.~~March 31, 2023.

As indicated above, under Southwest’s $400 million credit facility, no short-term borrowings were outstanding at ~~June 30, 2022.~~March 31, 2023.

In March 2022, Southwest amended ~~its~~its $250 million Term Loan (the “March 2021 Term Loan”), extending the maturity date to March 21, 2023 and replacing LIBOR interest rate benchmarks with SOFR interest rate benchmarks. The proceeds were originally used to fund the increased cost of natural gas supply during the month of February 2021, caused by extreme weather conditions in the central U.S. ~~There was $225 million outstanding under~~During the first quarter of 2023, the March 2021 Term Loan was repaid in full by use of Southwest’s credit facility, prior to the issuance of the March 2023 Notes, proceeds from which were used to pay down indebtedness then outstanding under the credit facility, as ~~of June 30, 2022.~~indicated.

~~In November 2021,~~On September 26, 2022, Southwest Gas Holdings, Inc. entered into aAmendment No. 1 to the 364-day ~~term loan credit agreement (the “Credit Agreement”)~~Term Loan Credit Agreement, initially borrowed to fund the acquisition of the equity interests in MountainWest, of which $1.147 billion was outstanding as of December 31, 2022. The Credit Agreement initially provided for a $1.6 billion delayed-draw term loan (the “Term Loan Facility”) ~~to primarily fund~~. In connection with the ~~acquisition~~close of the MountainWest sale on February 14, 2023, $1.075 billion of the ~~equity interests in MountainWest (refer~~proceeds were used to ~~Note 8 - Business Acquisitions). The~~pay down the Term Loan ~~Facility was funded on December 31, 2021, and matures on December 30, 2022. There was $1.15 billion outstanding under~~Facility. During the first quarter of 2023, the Company paid down the remaining balance of the Term Loan Facility as of ~~June 30, 2022.~~approximately $72 million.

~~The borrowings under~~In January 2023, Southwest entered into a 364-day $450 million term loan agreement. Southwest initially used the ~~Term Loan Facility created a negative working capital condition~~proceeds to fund higher than expected natural gas costs for the ~~Company, which as of June 30,~~November 2022 ~~is approximately $707 million.~~through March 2023 winter period, caused by numerous market forces, including historically low storage levels, unexpected upstream pipeline maintenance events, and cold weather conditions across the western region. As ~~of August 9, 2022,~~indicated above, the ~~Company does not have sufficient liquidity or capital resources to repay the Term Loan Facility without issuing new debt or equity. As disclosed~~term loan was repaid in ~~Note 1 – Background, Organization, and Summary of Significant Accounting Policies~~,the Company is exploring strategic alternatives, including a potential sale of MountainWest. Management intends to either issue long-term debt to refinance the Term Loan Facility or extend the Term Loan Facility up to 364 days. If MountainWest is sold as part of the Strategic Review process, the proceeds will be used to repay the amounts borrowed to fund the acquisition.full on April 17, 2023.


			2523


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						~~June 30, 2022~~March 31, 2023

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

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

LIBOR

Certain rates established at LIBOR ~~are~~were scheduled to be discontinued after 2021 as ~~a benchmark or~~part of reference rate ~~after 2021,~~reform, while other LIBOR-based rates are scheduled to be discontinued after June 2023. As of ~~June 30, 2022,~~March 31, 2023, the Company had ~~$2.16~~$1.003 billion in ~~aggregate~~ outstanding borrowings under Centuri’s ~~combined~~term loan facility with reference to LIBOR. Southwest and Southwest Gas Holdings, Inc.~~’s Term Loan Facility. Southwest~~ had no outstanding borrowings or variable rate debt agreements with reference to LIBOR as of June 30, 2022. In order to mitigate the impact on the financial condition and results of operations of the Company, management will monitor developments and work with lenders to determine the appropriate replacement/alternative reference rate for variable rate debt. At this time the Company can provide no assurances as to the impact a LIBOR discontinuance will have on its financial condition or results of operations. Any alternative rate may be less predictable or less attractive than LIBOR.


			26

March 31, 2023.


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

Note 6 – Other Comprehensive Income and Accumulated Other Comprehensive Income

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

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


		Three Months Ended June 30, 2022						Three Months Ended June 30, 2021							Three Months Ended March 31, 2023						Three Months Ended March 31, 2022
(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	$	44	$	(11)	$	33	$	240	$	(58)	$	182	Amortization of prior service cost	$	44	$	(11)	$	33	$	44	$	(11)	$	33
Amortization of net actuarial (gain)/loss	Amortization of net actuarial (gain)/loss	8,704		(2,089)		6,615		11,148		(2,676)		8,472		Amortization of net actuarial (gain)/loss	333		(80)		253		8,705		(2,089)		6,616
Regulatory adjustment	Regulatory adjustment	(7,268)		1,744		(5,524)		(9,575)		2,298		(7,277)		Regulatory adjustment	(119)		29		(90)		(7,268)		1,745		(5,523)
Pension plans other comprehensive income (loss)	Pension plans other comprehensive income (loss)	1,480		(356)		1,124		1,813		(436)		1,377		Pension plans other comprehensive income (loss)	258		(62)		196		1,481		(355)		1,126
FSIRS (designated hedging activities):	FSIRS (designated hedging activities):													FSIRS (designated hedging activities):
Amounts reclassified into net income	Amounts reclassified into net income	—		—		—		544		(130)		414		Amounts reclassified into net income	—		—		—		545		(129)		416
FSIRS other comprehensive income (loss)	FSIRS other comprehensive income (loss)	—		—		—		544		(130)		414		FSIRS other comprehensive income (loss)	—		—		—		545		(129)		416
Total other comprehensive income (loss) - Southwest Gas Corporation	Total other comprehensive income (loss) - Southwest Gas Corporation	1,480		(356)		1,124		2,357		(566)		1,791		Total other comprehensive income (loss) - Southwest Gas Corporation	258		(62)		196		2,026		(484)		1,542
Foreign currency translation adjustments:	Foreign currency translation adjustments:													Foreign currency translation adjustments:
Translation adjustments	Translation adjustments	(2,680)		—		(2,680)		909		—		909		Translation adjustments	97		—		97		1,247		—		1,247
Foreign currency other comprehensive income (loss)	Foreign currency other comprehensive income (loss)	(2,680)		—		(2,680)		909		—		909		Foreign currency other comprehensive income (loss)	97		—		97		1,247		—		1,247
Total other comprehensive income (loss) - Southwest Gas Holdings, Inc.	Total other comprehensive income (loss) - Southwest Gas Holdings, Inc.	$	(1,200)	$	(356)	$	(1,556)	$	3,266	$	(566)	$	2,700	Total other comprehensive income (loss) - Southwest Gas Holdings, Inc.	$	355	$	(62)	$	293	$	3,273	$	(484)	$	2,789

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


			27


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


		Twelve Months Ended June 30, 2022						Twelve Months Ended June 30, 2021							Twelve Months Ended March 31, 2023						Twelve Months Ended March 31, 2022
(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)	$	59,176	$	(14,202)	$	44,974	$	(57,539)	$	13,809	$	(43,730)	Net actuarial gain/(loss)	$	4,079	$	(980)	$	3,099	$	59,176	$	(14,202)	$	44,974
Amortization of prior service cost	Amortization of prior service cost	567		(136)		431		1,057		(255)		802		Amortization of prior service cost	175		(42)		133		763		(183)		580
Amortization of net actuarial (gain)/loss	Amortization of net actuarial (gain)/loss	39,709		(9,530)		30,179		41,212		(9,890)		31,322		Amortization of net actuarial (gain)/loss	26,446		(6,348)		20,098		42,153		(10,117)		32,036

Regulatory adjustment	Regulatory adjustment	(83,580)		20,060		(63,520)		5,075		(1,219)		3,856		Regulatory adjustment	(21,083)		5,059		(16,024)		(85,887)		20,614		(65,273)
Pension plans other comprehensive income (loss)	Pension plans other comprehensive income (loss)	15,872		(3,808)		12,064		(10,195)		2,445		(7,750)		Pension plans other comprehensive income (loss)	9,617		(2,311)		7,306		16,205		(3,888)		12,317
FSIRS (designated hedging activities):	FSIRS (designated hedging activities):													FSIRS (designated hedging activities):
Amounts reclassified into net income	Amounts reclassified into net income	1,631		(390)		1,241		2,662		(639)		2,023		Amounts reclassified into net income	—		—		—		2,175		(520)		1,655
FSIRS other comprehensive income (loss)	FSIRS other comprehensive income (loss)	1,631		(390)		1,241		2,662		(639)		2,023		FSIRS other comprehensive income (loss)	—		—		—		2,175		(520)		1,655
Total other comprehensive income (loss) - Southwest Gas Corporation	Total other comprehensive income (loss) - Southwest Gas Corporation	17,503		(4,198)		13,305		(7,533)		1,806		(5,727)		Total other comprehensive income (loss) - Southwest Gas Corporation	9,617		(2,311)		7,306		18,380		(4,408)		13,972
Foreign currency translation adjustments:	Foreign currency translation adjustments:													Foreign currency translation adjustments:
Translation adjustments	Translation adjustments	(3,145)		—		(3,145)		5,656		—		5,656		Translation adjustments	(7,283)		—		(7,283)		444		—		444
Foreign currency other comprehensive income (loss)	Foreign currency other comprehensive income (loss)	(3,145)		—		(3,145)		5,656		—		5,656		Foreign currency other comprehensive income (loss)	(7,283)		—		(7,283)		444		—		444
Total other comprehensive income (loss) - Southwest Gas Holdings, Inc.	Total other comprehensive income (loss) - Southwest Gas Holdings, Inc.	$	14,358	$	(4,198)	$	10,160	$	(1,877)	$	1,806	$	(71)	Total other comprehensive income (loss) - Southwest Gas Holdings, Inc.	$	2,334	$	(2,311)	$	23	$	18,824	$	(4,408)	$	14,416

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


			24


SOUTHWEST GAS HOLDINGS, INC.						Form 10-Q
SOUTHWEST GAS CORPORATION						March 31, 2023

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

Defined Benefit Plans FSIRS Foreign Currency Items
(Thousands of dollars) Before-Tax Tax
(Expense)
Benefit (4) After-Tax Before-Tax Tax
(Expense)
Benefit (4) After-Tax Before-Tax Tax
(Expense)
Benefit After-Tax AOCI
Beginning Balance AOCI December 31, 2021 $ (61,182) $ 14,685 $ (46,497) $ (545) $ 129 $ (416) $ 152 $ — $ 152 $ (46,761)
Translation adjustments — — — — — — (1,433) — (1,433) (1,433)
Other comprehensive income (loss) before reclassifications — — — — — — (1,433) — (1,433) (1,433)
FSIRS amount reclassified from AOCI (1) — — — 545 (129) 416 — — — 416
Amortization of prior service cost (2) 88 (22) 66 — — — — — — 66
Amortization of net actuarial loss (2) 17,409 (4,178) 13,231 — — — — — — 13,231
Regulatory adjustment (3) (14,536) 3,489 (11,047) — — — — — — (11,047)
Net current period other comprehensive income (loss) attributable to Southwest Gas Holdings, Inc. 2,961 (711) 2,250 545 (129) 416 (1,433) — (1,433) 1,233
Ending Balance AOCI June 30, 2022 $ (58,221) $ 13,974 $ (44,247) $ — $ — $ — $ (1,281) $ — $ (1,281) $ (45,528)


	Defined Benefit Plans						Foreign Currency Items
(Thousands of dollars)	Before-Tax		Tax (Expense) Benefit (3)		After-Tax			Before-Tax		Tax (Expense) Benefit		After-Tax		AOCI
Beginning Balance AOCI December 31, 2022	$	(50,342)	$	12,081	$	(38,261)		$	(5,981)	$	—	$	(5,981)	$	(44,242)
Translation adjustments	—		—		—			97		—		97		97
Other comprehensive income (loss) before reclassifications	—		—		—			97		—		97		97
Amortization of prior service cost (1)	44		(11)		33			—		—		—		33
Amortization of net actuarial loss (1)	333		(80)		253			—		—		—		253
Regulatory adjustment (2)	(119)		29		(90)			—		—		—		(90)
Net current period other comprehensive income (loss) attributable to Southwest Gas Holdings, Inc.	258		(62)		196			97		—		97		293
Ending Balance AOCI March 31, 2023	$	(50,084)	$	12,019	$	(38,065)		$	(5,884)	$	—	$	(5,884)	$	(43,949)

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

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

~~(3)~~(2)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)~~(3)Tax amounts are calculated using a 24% rate.


			28


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

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

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

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


	Defined Benefit Plans
(Thousands of dollars)	Before-Tax		Tax (Expense) Benefit (6)		After-Tax
Beginning Balance AOCI December 31, 2022	$	(50,342)	$	12,081	$	(38,261)
Amortization of prior service cost (4)	44		(11)		33
Amortization of net actuarial loss (4)	333		(80)		253
Regulatory adjustment (5)	(119)		29		(90)
Net current period other comprehensive income attributable to Southwest Gas Corporation	258		(62)		196
Ending Balance AOCI March 31, 2023	$	(50,084)	$	12,019	$	(38,065)

~~(6)~~(4)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)~~(5)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)~~(6)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, 2022		December 31, 2021		(Thousands of dollars)	March 31, 2023		December 31, 2022
Net actuarial loss	Net actuarial loss	$	(381,601)	$	(399,010)	Net actuarial loss	$	(359,780)	$	(360,113)
Prior service cost	Prior service cost	(1,440)		(1,528)		Prior service cost	(1,309)		(1,353)
Less: amount recognized in regulatory assets	Less: amount recognized in regulatory assets	324,820		339,356		Less: amount recognized in regulatory assets	311,005		311,124
Recognized in AOCI	Recognized in AOCI	$	(58,221)	$	(61,182)	Recognized in AOCI	$	(50,084)	$	(50,342)


			25

Note 7 – Segment Information

~~As a result of~~The Company had three reportable segments during the first quarter, prior to the MountainWest acquisition on December 31, 2021, management updated its segment reporting from the historical presentation of 2 reportable segments to 3 reportable segments, with MountainWest presented as the pipeline and storage segment.sale. Southwest comprises the natural gas distribution segment, ~~and~~ Centuri comprises the utility infrastructure services segment, and MountainWest comprised the pipeline and storage segment. As a result of the MountainWest sale in February 2023, the information for 2023 presented below for MountainWest reflects activity from January 1, 2023 through February 13, 2023 (the last full day of its ownership by the Company).

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

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


			29


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


(Thousands of dollars)	March 31, 2023		December 31, 2022
Centuri accounts receivable for services provided to Southwest	$	14,966	$	18,067

In order to reconcile (below) to net income (loss) 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 distribution, utility infrastructure services, and pipeline and storage segments are as follows:


(Thousands of dollars)	(Thousands of dollars)	Natural Gas Distribution		Utility Infrastructure Services		Pipeline and Storage		Other		Total		(Thousands of dollars)	Natural Gas Distribution		Utility Infrastructure Services		Pipeline and Storage		Other		Total
Three Months Ended June 30, 2022
Three Months Ended March 31, 2023												Three Months Ended March 31, 2023
Revenues from external customers	Revenues from external customers	$	377,942	$	672,119	$	62,088	$	—	$	1,112,149	Revenues from external customers	$	914,879	$	624,489	$	35,132	$	—	$	1,574,500
Intersegment revenues	Intersegment revenues	—		33,971		—		—		33,971		Intersegment revenues	—		28,804		—		—		28,804
Total	Total	$	377,942	$	706,090	$	62,088	$	—	$	1,146,120	Total	$	914,879	$	653,293	$	35,132	$	—	$	1,603,304
Segment net income (loss)	Segment net income (loss)	$	(2,266)	$	4,741	$	15,076	$	(24,126)	$	(6,575)	Segment net income (loss)	$	134,696	$	(11,872)	$	(16,288)	$	(60,625)	$	45,911

Three Months Ended June 30, 2021
Three Months Ended March 31, 2022												Three Months Ended March 31, 2022
Revenues from external customers	Revenues from external customers	$	292,796	$	504,941	$	—	$	—	$	797,737	Revenues from external customers	$	676,539	$	495,544	$	66,993	$	—	$	1,239,076
Intersegment revenues	Intersegment revenues	—		23,684		—		—		23,684		Intersegment revenues	—		28,333		—		—		28,333
Total	Total	$	292,796	$	528,625	$	—	$	—	$	821,421	Total	$	676,539	$	523,877	$	66,993	$	—	$	1,267,409
Segment net income (loss)	Segment net income (loss)	$	11,413	$	15,116	$	—	$	(1,410)	$	25,119	Segment net income (loss)	$	111,795	$	(23,486)	$	16,930	$	(9,061)	$	96,178

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

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


(Thousands of dollars)	(Thousands of dollars)	Natural Gas Distribution		Utility Infrastructure Services		Pipeline and Storage		Other		Total		(Thousands of dollars)	Natural Gas Distribution		Utility Infrastructure Services		Pipeline and Storage		Other		Total
Twelve Months Ended June 30, 2022
Twelve Months Ended March 31, 2023												Twelve Months Ended March 31, 2023
Revenues from external customers	Revenues from external customers	$	1,761,543	$	2,379,265	$	129,081	$	—	$	4,269,889	Revenues from external customers	$	2,173,409	$	2,754,614	$	232,752	$	—	$	5,160,775
Intersegment revenues	Intersegment revenues	—		116,763		—		—		116,763		Intersegment revenues	—		135,129		—		—		135,129
Total	Total	$	1,761,543	$	2,496,028	$	129,081	$	—	$	4,386,652	Total	$	2,173,409	$	2,889,743	$	232,752	$	—	$	5,295,904
Segment net income (loss)	Segment net income (loss)	$	166,536	$	7,418	$	32,006	$	(57,990)	$	147,970	Segment net income (loss)	$	177,281	$	13,679	$	(316,951)	$	(127,566)	$	(253,557)

Twelve Months Ended June 30, 2021
Twelve Months Ended March 31, 2022												Twelve Months Ended March 31, 2022
Revenues from external customers	Revenues from external customers	$	1,400,052	$	1,899,961	$	—	$	—	$	3,300,013	Revenues from external customers	$	1,676,397	$	2,212,087	$	66,993	$	—	$	3,955,477
Intersegment revenues	Intersegment revenues	—		112,621		—		—		112,621		Intersegment revenues	—		106,476		—		—		106,476
Total	Total	$	1,400,052	$	2,012,582	$	—	$	—	$	3,412,634	Total	$	1,676,397	$	2,318,563	$	66,993	$	—	$	4,061,953
Segment net income (loss)	Segment net income (loss)	$	193,705	$	73,056	$	—	$	(2,532)	$	264,229	Segment net income (loss)	$	180,215	$	17,793	$	16,930	$	(35,274)	$	179,664

The corporate and administrative activities for Southwest Gas Holdings, Inc. in the three-month period ended March 31, 2023 include, among other things, additional amounts related to commitments under the sale agreement with Williams in regard to MountainWest, including a charge of $28.4 million from the post-closing rate case settlement agreement for MountainWest Overthrust Pipeline (pending Federal Energy Regulatory Commission (the “FERC” approval)); and an additional $21 million


			3026


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

reflects the final accrued post-closing payment of $7.4 million related to cash and net working capital balances above/below a contract benchmark, with the remaining charge associated with other changes in the assets and liabilities that were not subject to post-closing payment true-up provisions. The post-closing payment of $7.4 million will effectively return approximately the same amount initially paid by Williams to the Company at closing. Other corporate and administrative ~~activities for~~amounts during this same quarter also reflect residual costs associated with or as a result of the MountainWest sale, as well as $12 million of interest expense, primarily under the loan entered into by Southwest Gas Holdings, Inc. in November 2021 in connection with the ~~three-, six-,~~acquisition of MountainWest prior to it being paid in full in March 2023 (including $2.5 million in debt issuance costs written off when the debt was repaid). The twelve-month period ended March 31, 2023 included more than $47 million of interest expense under the aforementioned MountainWest acquisition loan, the other items noted above, as well as $35 million in combined costs associated with stockholder activism and ~~twelve-month periods ended June 30,~~the associated proxy contest, the May 2022 ~~include expenses incurred~~settlement with the Icahn group, and costs of a strategic review initiative initiated in 2022. The amounts related to ~~shareholder activism and related settlement activities, expenses incurred in conducting the Strategic Review, and expenses and financing costs for~~ the MountainWest ~~acquisition.~~sale, including the rate case settlement, and post-closing adjustments, are included in Goodwill impairment and loss on sale on the Company’s Condensed Consolidated Statement of Income.

Note 8 - ~~Business Acquisitions~~Dispositions

Dispositions

In ~~August 2021,~~December 2022, the Company ~~through its subsidiaries, led principally by Centuri, completed~~announced that the ~~acquisition of Drum, including its primary subsidiary, Riggs Distler. In November 2021, certain members of Riggs Distler management acquired a 1.42% interest in Drum. See~~Board unanimously determined to take strategic actions to simplify the Company’s ~~2021 Form 10-K~~portfolio of businesses. These actions included entering into a definitive agreement to sell 100% of MountainWest to Williams for $1.5 billion in total enterprise value, subject to certain adjustments. The MountainWest sale closed on February 14, 2023. The Company is expected to provide certain services to Williams under a transition services agreement for a brief period, generally not beyond six months from the sale closing date. Additionally, the Company determined it will pursue a spin-off of Centuri to form a new independent publicly traded utility infrastructure services company. The Centuri spin-off is currently expected to be completed by the fourth quarter of 2023 or the end of the first quarter of 2024 and to be tax free to the Company and its stockholders for U.S. federal income tax purposes. The separation of Centuri will be subject to, among other things, finalizing the transaction structure, final approval by the Board, approval by the Arizona Corporation Commission (the “ACC”), the receipt of a favorable private letter ruling by the IRS relating to the tax-free nature of the transaction, and the effectiveness of a registration statement to be filed with the SEC. The application for the private letter ruling was filed with the IRS in March 2023 and the application to the ACC was filed in April 2023.

The fair value of the MountainWest assets held-for-sale was previously estimated based on the preliminary closing statement and subject to certain adjustments, including a post-closing payment between the parties related to final working capital balances. The amount of the post-closing payment was finalized in May 2023, prior to the issuance of these financial statements. The Company recognized an additional ~~information about this acquisition.~~

~~Assets acquired~~loss on sale of approximately $21 million during the quarter ended March 31, 2023. This reflects the accrued post-closing payment of $7.4 million related to cash and net working capital balances above/below a contractual benchmark, with the remaining charge associated with other changes in the assets and liabilities ~~assumed~~that were not subject to post-closing payment true-up provisions. The post-closing payment of $7.4 million will effectively return approximately the same amount initially paid by Williams to the Company at closing.

As referred to in Note 7 – Segment Information, on September 22, 2022, the ~~transaction~~FERC issued an order initiating an investigation, pursuant to section 5 of the Natural Gas Act, to determine whether rates charged by MountainWest Overthrust Pipeline, LLC, a subsidiary of MountainWest, were ~~recorded at their acquisition date fair values. Transaction costs associated~~just and reasonable and setting the matter for hearing (the “Section 5 Rate Case”). Unless earlier settled by the parties, a hearing on the matter was to commence on August 1, 2023 with an initial decision from the ~~acquisition were expensed as incurred. The Company’s allocation~~presiding administrative law judge due by November 14, 2023. Under the terms of the purchase ~~price was based on an evaluation~~and sale agreement entered into in connection with the MountainWest sale, the Company is obligated, for a period of four years following the closing of the ~~appropriate fair values~~MountainWest sale, to indemnify Williams and ~~represented management’s best estimate based on available data (including market data, data regarding customers~~MountainWest for any damages and liabilities resulting from the Section 5 Rate Case, including any reduction to the current applicable rate, up to a cap of $75 million. Williams agreed not to enter into any settlement of the ~~acquired businesses, terms of acquisition-related agreements, analysis of historical and projected results, and other types of data). The analysis included consideration of types of intangibles~~Section 5 Rate Case that ~~were acquired, including customer relationships, trade name, and backlog. Certain payments were estimated as~~would result in damages being paid by the Company under the indemnity arrangement without prior written consent of the ~~acquisition date and were adjusted when amounts were finalized. Further adjustments may still occur. Due~~Company. In March 2023, the parties agreed to a settlement, which is pending approval by the ~~estimations made,~~FERC. As a result, the ~~final purchase accounting has not yet been completed and further refinements may occur, including potential changes to income taxes.~~

~~The preliminary~~Company recorded an additional estimated ~~fair values~~loss of ~~assets acquired and liabilities assumed as~~$28.4 million from the disposal of ~~August 27, 2021, and as updated through~~ ~~June 30, 2022, are as follows:~~

(Millions of dollars) Acquisition Date Measurement Period Adjustments Revised Acquisition Date
Cash and cash equivalents $ 1.9 $ — $ 1.9
Accounts receivable 69.1 (8.6) 60.5
Contract assets 40.1 7.4 47.5
Income taxes receivable, net 0.7 — 0.7
Right of use assets under operating leases 1.5 — 1.5
Prepaid expenses 5.2 — 5.2
Property and equipment 118.1 1.2 119.3
Intangible assets 335.0 (31.5) 303.5
Goodwill 446.8 1.8 448.6
Total assets acquired 1,018.4 $ (29.7) $ 988.7
Trade and other payables 46.2 — 46.2
Finance lease obligations 27.5 1.2 28.7
Contract liabilities 12.7 — 12.7
Operating lease obligations 1.5 — 1.5
Other liabilities 5.3 (1.2) 4.1
Deferred tax liabilities 94.8 (23.4) 71.4
Total liabilities assumed and noncontrolling interest 188.0 (23.4) 164.6
Net assets acquired $ 830.4 $ (6.3) $ 824.1

~~The Company incurred and expensed acquisition costs~~MountainWest in the first quarter of ~~$14 million,~~2023, which is included in ~~Utility infrastructure services expenses~~Goodwill impairment and loss on sale in the Company’s Condensed Consolidated Statement of ~~Income for the twelve months ended June 30, 2022. No acquisition-related costs~~Income. Other contingent commitments were ~~incurred during the three and six months ended June 30, 2022, and no significant impacts to earnings resulted from the measurement-period adjustments reflected above.~~

In December 2021 Southwest Gas Holdings, Inc. completed the acquisition of Dominion Energy Questar Pipeline, LLC and related entities (subsequently rebranded as “MountainWest”), which resulted in MountainWest becoming a wholly owned subsidiarypart of the ~~Company. See the Company’s 2021 Form 10-K for additional information about this acquisition.~~

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


			31


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

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

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

(Millions of dollars) Acquisition Date Measurement Period Adjustments Revised Acquisition Date
Gas plant, net $ 1,047.4 $ — $ 1,047.4
Other property and investments 51.3 — 51.3
Cash and cash equivalents 17.6 — 17.6
Accounts receivable, net of allowances 26.6 2.9 29.5
Prepaid and other current assets 27.4 — 27.4
Deferred charges and other assets 31.1 — 31.1
Goodwill 986.2 (28.2) 958.0
Deferred income taxes, net 15.4 20.9 36.3
Total assets acquired 2,203.0 (4.4) 2,198.6
Long-term debt 449.7 — 449.7
Accounts payable 7.0 — 7.0
Deferred purchased gas costs 5.7 — 5.7
Customer deposits 3.2 — 3.2
Accrued general taxes 0.4 — 0.4
Accrued interest 4.7 — 4.7
Other current liabilities 14.5 — 14.5
Accumulated removal costs 56.6 — 56.6
Other deferred credits 85.6 — 85.6
Total liabilities assumed 627.4 — 627.4
Net assets acquired $ 1,575.6 $ (4.4) $ 1,571.2

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


			3227


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

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 distribution” segment), all of the shares of common stock of Centuri Group, Inc. (“Centuri,” or the “utility infrastructure services” segment), ~~as well as~~and until February 14, 2023, all of the common stock of ~~the newly formed~~ MountainWest Pipelines Holding Company (“MountainWest,” or the “pipeline and storage” segment). Southwest Gas Holdings, Inc. and its subsidiaries are collectively referred to as the “Company.”

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

~~In October 2021, our~~announced that its Board of Directors (the “Board”) ~~authorized and declared~~unanimously determined to take strategic actions to simplify the Company’s portfolio of businesses. These actions included entering into a ~~dividend~~definitive agreement to sell 100% of ~~one preferred stock purchase right~~MountainWest in an all-cash transaction to Williams Partners Operating LLC (“Williams”) for ~~each share~~$1.5 billion in total enterprise value, subject to certain adjustments (collectively, the “MountainWest sale”). The MountainWest sale closed on February 14, 2023. Additionally, the Company determined it will pursue a spin-off of ~~common stock outstanding~~Centuri (the “Centuri spin-off”), to ~~stockholders of record at the close of business on October 21, 2021, in accordance with the terms and conditions set forth~~form a new independent publicly traded utility infrastructure services company. The Centuri spin-off is currently expected to be completed in the ~~Rights Agreement.~~

~~In March 2022,~~fourth quarter of 2023 or the ~~Company announced that the Board had determined~~first quarter of 2024 and to ~~separate Centuri from~~be tax free to the Company and authorized management to complete the separation within nine to twelve months from the date of such announcement. In April 2022, as a result of interest in the Company well in excess of a tender offer to other of ourits stockholders by an activist stockholder (affiliates of Carl C. Icahn), the Board authorized the review of a full range of strategic alternatives intended to maximize stockholder value. As part of this process, a strategic transactions committee of the Board, consisting entirely of independent directors, would evaluate a sale of the Company, as well as a range of alternatives, including, but not limited to, a separate sale of its business units and/or pursuing thefor U.S. federal income tax purposes. The Centuri spin-off ~~of Centuri (collectively, the “Strategic Review”).~~ On August 3, 2022, the Company announced that the Board had unanimously determined that the best path forward to maximize value for all stockholders is to (i) focus on the strategic plan and conclude the strategic review process for Southwest Gas Holdings, Inc. and Southwest Gas Corporation; (ii) continue to review strategic alternatives for MountainWest; and (iii) continue to review strategic alternatives for Centuri, including a sale or spin-off of Centuri. There can be no assurances ~~that the strategic alternatives considered~~ will be ~~executed or maximize value as intended. See “Item 1A - Risk Factors” included elsewhere in this Quarterly Report on Form 10-Q.~~

~~As described in~~ ~~Note 1 – Background, Organization, and Summary of Significant Accounting Policies~~, on May 6, 2022, the Company entered into a Cooperation Agreement (“Cooperation Agreement”) with Carl C. Icahn and the persons and entities named therein (the “Icahn Group”). In accordance with the Cooperation Agreement,subject to, among other things, ~~(i) Karen S. Haller has replaced John C. Hester as~~finalizing the ~~Company’s President and Chief Executive Officer, (ii)~~transaction structure, final approval by the ~~Icahn Group received~~Board, approval by the ~~right to designate three directors~~Arizona Corporation Commission (the “ACC”), the receipt of a favorable Internal Revenue Service (“IRS”) private letter ruling relating to the ~~Company’s Board, subject to certain ongoing ownership conditions, (iii) the Icahn Group agreed to consummate its previously announced tender offer for any and all shares~~tax-free nature of the ~~Company’s common stock, which occurred on May 20, 2022,~~transaction, and ~~(iv)~~ the ~~Icahn Group caused its affiliates~~effectiveness of a registration statement that will be filed with the U.S. Securities and Exchange Commission (the “SEC”). The application for the private letter ruling was filed with the IRS in March 2023 and the application to ~~file a stipulation of dismissal with prejudice dismissing~~ the ~~action~~ACC was filed ~~by them on November 29, 2021, which was entered by the Delaware Court of Chancery on May 9, 2022.~~in April 2023. See Note ~~1 – Background, Organization, and Summary of Significant Accounting Policies~~8 - Dispositions for more information. Separately, Justin L. Brown was appointed President of Southwest, while Ms. Haller assumed the role of Southwest’s Chief Executive Officer following the retirement of Mr. Hester from the same position.

Southwest is engaged in the business of purchasing, distributing, and transporting natural gas for customers in portions of Arizona, Nevada, and California. Southwest is the largest distributor of natural gas in Arizona and Nevada, and distributes and transports natural gas for customers in portions of California. Additionally, through its subsidiaries, Southwest operates two regulated interstate pipelines serving portions of ~~the northern territories of Nevada and California.~~Southwest’s service territories.

As of ~~June 30, 2022,~~March 31, 2023, Southwest had ~~2,174,000~~2,206,000 residential, commercial, industrial, and other natural gas customers, of which ~~1,162,000~~1,182,000 customers were located in Arizona, ~~808,000~~819,000 in Nevada, and ~~204,000~~205,000 in California. ~~In January 2022, approximately 5,300 customers became part of Southwest’s gas distribution operations that were formerly served by Graham County Utilities (“GCU”).~~ Over the past twelve months, first-time meter sets were approximately ~~39,000~~,42,000, compared to ~~37,000~~38,000 for the twelve months ended ~~June 2021.~~March 2022. Residential and small commercial customers represented over 99% of the total customer base. During the twelve months ended ~~June 30, 2022,~~ March 31, 2023, 54% of operating margin (Regulated operations revenues less the net cost of gas sold) was earned in Arizona, ~~34%~~35% in Nevada, and ~~12%~~11% in Cal in ~~California.~~ifornia. During this same period, Southwest earned ~~85%~~84% of its operating margin from residential and small commercial customers, 4%5% from other sales customers, and 11% f~~rom~~from transportation customers. These patterns are expected to remain materially consistent for the ~~foreseeable~~foreseeable future.


			33


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

Southwest recognizes operating revenues from the distribution and transportation of natural gas (and related services) to customers. Operating margin is a financial measure defined by management as Regulated operations revenues less the net cost of gas sold. However, operating margin is not specifically defined in accounting principles generally accepted in the United States (“U.S. GAAP”). Thus, operating margin is considered a non-GAAP measure. Management uses this financial measure because Regulated operations revenues include the net cost of gas sold, which is a tracked cost that is passed through to customers without markup under purchased gas adjustment (“PGA”) mechanisms. Fluctuations in the net cost of gas sold impact revenues on 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. Refer to the Summary Operating Results table below for a reconciliation of gross margin to operating margin, and refer to Rates and Regulatory Proceedings in this Management’s Discussion and Analysis, for details of various rate proceedings.

The demand for natural gas is seasonal, with greater demand in the colder winter months and decreased demand in the warmer summer months. All of Southwest’s service territories have decoupled rate structures (alternative revenue programs), which are designed to eliminate the direct link between volumetric sales and revenue, thereby mitigating the impacts of unusual weather variability and conservation on operating margin, allowing Southwest to pursue energy efficiency initiatives.

Centuri is a strategic infrastructure services company that partners with regulated utilities to build and maintain the energy network that powers millions of homes and businesses across the United States (“U.S.”) and Canada. With an unwavering commitment to serve as long-term partners to customers and communities, Centuri’s employees enable regulated utilities to safely and reliably deliver natural gas and electricity, as well as achieve their goals for environmental sustainability. Centuri


			28

operates in 7083 primary locations across 45 states and provinces in the U.S. and Canada. Centuri operates in the U.S., primarily as NPL, Neuco, Linetec, and Riggs Distler, and in Canada, primarily as NPL Canada.

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). Utilities continue to implement or modify system integrity management programs to enhance safety pursuant to federal and state mandates. These programs have resulted in multi-year utility system replacement projects throughout the U.S. Likewise, there has been similar attention placed on electric grid modernization through national infrastructure legislation and related initiatives. The Department of Energy estimates more than 70% of the nation’s grid transmission lines and power transformers are over 25 years old, creating vulnerability exacerbated by seasonal storm and extreme weather events.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, and related results impacts are not solely within the control of management. In addition, in certain circumstances, such as with large bid contracts (especially those of a longer duration), or unit-price contracts with revenue caps, results may be impacted by differences between costs incurred and those anticipated when the work was originally bid. Work awarded, or failing to be awarded, by individual large customers can impact operating results.

MountainWest, which was sold on February 14, 2023, is an interstate natural gas transmission pipeline company that provides transportation and underground storage services to customers in Utah, Wyoming, and Colorado. ADuring the period of ownership by the Company, its operations included a substantial portion of its revenue ~~results~~being derived from reservation charges, ~~but~~with variable rates ~~are~~ also included as part of its primarily rate-regulated rate structures.

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

All of our businesses may be impacted by economic conditions that impact businesses generally, such as inflationary impacts on goods and services consumed in the business, rising interest rates, labor markets and costs (including in regard to contracted or professional services), and the availability of those resources. Certain of these impacts may be more predominant in certain of our operations, such as with regard to fuel costs for work equipment and skilled/trade labor costs at Centuri.

This Management’s Discussion and Analysis (“MD&A”) of Financial Condition and Results of Operations should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q and the audited financial statements and notes thereto, as well as the MD&A included in the ~~2021~~2022 Annual Report to Stockholders, which is incorporated by reference into Southwest’s and the ~~2021~~Company’s Annual Report on Form ~~10-K.~~10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K), in addition to the Risk Factors included in these documents, and as updated from time to time.


			3429


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

Executive Summary

The items discussed in this Executive Summary are intended to provide an overview of the results of the Company’s and Southwest’s operations and are covered in greater detail in later sections of the MD&A.

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)	2022		2021		2022		2021		2022		2021		(In thousands, except per share amounts)	2023		2022		2023		2022
Contribution to net income
Contribution to net income (loss)														Contribution to net income (loss)
Natural gas distribution	Natural gas distribution	$	(2,266)	$	11,413	$	109,529	$	130,128	$	166,536	$	193,705	Natural gas distribution	$	134,696	$	111,795	$	177,281	$	180,215
Utility infrastructure services	Utility infrastructure services	4,741		15,116		(18,745)		14,257		7,418		73,056		Utility infrastructure services	(11,872)		(23,486)		13,679		17,793
Pipeline and storage	Pipeline and storage	15,076		—		32,006		—		32,006		—		Pipeline and storage	(16,288)		16,930		(316,951)		16,930
Corporate and administrative	Corporate and administrative	(24,126)		(1,410)		(33,187)		(1,973)		(57,990)		(2,532)		Corporate and administrative	(60,625)		(9,061)		(127,566)		(35,274)
Net income (loss)	Net income (loss)	$	(6,575)	$	25,119	$	89,603	$	142,412	$	147,970	$	264,229	Net income (loss)	$	45,911	$	96,178	$	(253,557)	$	179,664

Weighted average common shares	Weighted average common shares	67,045		58,607		63,909		58,106		62,022		57,348		Weighted average common shares	68,265		60,737		67,413		59,919
Basic earnings (loss) per share	Basic earnings (loss) per share													Basic earnings (loss) per share
Consolidated	Consolidated	$	(0.10)	$	0.43	$	1.40	$	2.45	$	2.39	$	4.61	Consolidated	$	0.67	$	1.58	$	(3.76)	$	3.00

Natural Gas Distribution	Natural Gas Distribution													Natural Gas Distribution
Reconciliation of Gross Margin to Operating Margin (Non-GAAP measure)	Reconciliation of Gross Margin to Operating Margin (Non-GAAP measure)													Reconciliation of Gross Margin to Operating Margin (Non-GAAP measure)
Utility Gross Margin	Utility Gross Margin	$	99,637	$	96,353	$	333,519	$	329,509	$	574,335	$	560,572	Utility Gross Margin	$	259,364	$	233,882	$	597,222	$	571,051
Plus:	Plus:													Plus:
Operations and maintenance (excluding Admin. & General) expense	Operations and maintenance (excluding Admin. & General) expense	75,721		62,316		149,143		126,373		289,930		248,719		Operations and maintenance (excluding Admin. & General) expense	79,696		73,422		317,344		276,525
Depreciation and amortization expense	Depreciation and amortization expense	55,930		57,631		128,044		126,329		255,113		243,701		Depreciation and amortization expense	74,650		72,114		265,579		256,814
Operating margin	Operating margin	$	231,288	$	216,300	$	610,706	$	582,211	$	1,119,378	$	1,052,992	Operating margin	$	413,710	$	379,418	$	1,180,145	$	1,104,390

~~2nd~~1st Quarter ~~2022~~2023 Overview

Southwest Gas Holdings highlights include the following:

•~~The Board continues~~Completed the MountainWest sale and paid down the remaining balance of the term loan used to ~~advance strategic alternatives for~~initially fund the MountainWest ~~and Centuri~~acquisition

•Corporate and administrative expenses include ~~impact~~additional loss on sale of MountainWest, including $28.4 million MountainWest Overthrust Pipeline settlement (pending FERC approval), and interest on ~~remaining $1.2 billion~~the aforementioned MountainWest acquisition term loan ~~and shareholder activism/settlement and Strategic Review costs collectively totaling $22~~

•Issued 4.1 million shares of common stock for net proceeds of $238.4 million

Natural gas distribution highlights include the following:

•~~39,000~~42,000 first-time meters sets occurred over the past 12 months

•Operating margin increased ~~$15~~ $34 million in the ~~second~~first quarter of ~~2022 compared to the prior year quarter,~~2023, including ~~the benefit of new general rates in Nevada effective April 1, 2022~~Arizona rate relief

•$~~152~~192 million capital investment during the quarter

•~~Operations and maintenance expense include~~COLI results increased ~~s $15~~$4.4 million~~of transitory costs for legal-related claims, uncollectible accounts, customer support system stabilization, and pipeline integrity management~~

•~~COLI results declined $8.3 milli~~on compared to the prior-year quarter

Utility infrastructure services highlights include the following:

•Record revenues of ~~$706~~$653 million in the ~~second~~first quarter of ~~2022,~~2023, an increase of ~~$177~~$129 million, or ~~34%~~25%, co~~mpared~~compared to the ~~second~~first quarter of ~~2021~~2022

•Signed over $311 million of offshore wind and large gas customer contracts

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

~~Pipeline and storage highlights include the following:~~

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

•~~Contributed $15 million to consolidated net income,~~ ~~net of $4.5 million of stand-up and integration costs~~


			3530


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

Results of Natural Gas Distribution

Quarterly Analysis


		Three Months Ended June 30,					Three Months Ended March 31,
(Thousands of dollars)	(Thousands of dollars)	2022		2021		(Thousands of dollars)	2023		2022
Regulated operations revenues	Regulated operations revenues	$	377,942	$	292,796	Regulated operations revenues	$	914,879	$	676,539
Net cost of gas sold	Net cost of gas sold	146,654		76,496		Net cost of gas sold	501,169		297,121
Operating margin	Operating margin	231,288		216,300		Operating margin	413,710		379,418
Operations and maintenance expense	Operations and maintenance expense	127,811		103,137		Operations and maintenance expense	131,188		119,636
Depreciation and amortization	Depreciation and amortization	55,930		57,631		Depreciation and amortization	74,650		72,114
Taxes other than income taxes	Taxes other than income taxes	20,098		19,338		Taxes other than income taxes	22,740		21,652
Operating income	Operating income	27,449		36,194		Operating income	185,132		166,016
Other income (deductions)	Other income (deductions)	(3,433)		(1,165)		Other income (deductions)	18,443		1,315
Net interest deductions	Net interest deductions	28,633		24,175		Net interest deductions	(38,622)		(26,610)
Income before income taxes	Income before income taxes	(4,617)		10,854		Income before income taxes	164,953		140,721
Income tax benefit		(2,351)		(559)
Income tax expense						Income tax expense	30,257		28,926
Contribution to consolidated results	Contribution to consolidated results	$	(2,266)	$	11,413	Contribution to consolidated results	$	134,696	$	111,795

~~Contribution~~Results from natural gas distribution operations ~~decreased~~ improved~~$14~~ $23 million between the ~~second~~first quarters of ~~2022~~2023 and ~~2021.~~2022. The improvement~~decline~~ was primarily due to an increase in ~~Operations~~Operating margin and ~~maintenance expense and Net interest deductions, partially~~Other income (deductions), offset by an increase in ~~Operating margin.~~Operations and maintenance, Depreciation and amortization, and Net interest deductions.

Operating margin increased ~~$15~~$34.3 million quarter over ~~quarter~~.quarter. Approximately $4$5 million of incremental margin was attributable to customer growth, including ~~39,000~~ 42,000 first-time meter sets during the last twelve months. ~~Rate~~Combined rate relief ~~primarily in Nevada, and to a lesser extent in California,~~ added $9approximately $14 million of combined margin. Amounts collected from customers associated with previously unrecovered Vintage Steel Pipe (“VSP”) and Customer-Owned Yard Line (“COYL”) programs in Arizona ($~~6.4~~4 million) also contributed to the improvement. ~~Refer to Rates~~Additionally, an $8 million out-of-period adjusting entry in the current quarter was made, which reduced Net cost of gas sold (See Basis of Presentation in Note 1 – Background, Organization, and ~~Regulatory Proceedings later~~Summary of Significant Accounting Policies in this MD&A. Amounts attributable to recovery/return of other regulatory programs (which are also offset in Depreciation and amortization expense, thereby mitigating the impact to overall results) partially offset the other improvements in Operating margin.Quarterly Report on Form 10-Q). Other differences include customer-provided fuel required for pipeline operations (offset in Operations and maintenance expense), and miscellaneous revenue and margin from customers outside the decoupling ~~mechanisms contributed to the remaining net variance between quarters.~~mechanisms.

Operations and maintenance expense increased ~~$24.7~~$11.6 million ~~between quarters. In addition~~ between quarters, including approximately $4 million in fuel-related costs ($3 million of which is customer-provided fuel for pipeline operations, discussed above), $1.7 million in combined leak survey and line locating costs, $2.6 million primarily related to ~~general inflationary impacts, specific increases include transitory costs for temporary/contractor services for customer and technology support ($1.6 million),~~ outside services/contractor costs ~~for event-driven pipeline integrity, reliability and engineering services~~in various areas of the business, as well as increases in insurance related claims ($~~2.5~~1 million)~~, an increase in the reserve for customer accounts deemed uncollectible ($2.2 million), and higher legal claim-related costs ($8.2 million)~~. Additionally, employee labor and related costs (including the service component of pension costs) increased $2.5 million between quarters. The prior-year quarter expense levels included more modest expense levels overall due to COVID environment reduced training, travel, and related amounts.

Depreciation and amortization expense ~~decreased $1.7~~increased $2.5 million, or 3%4%, between quarters, primarily due to a ~~decrease in amortization related to regulatory account recoveries of approximately~~ ~~$5.5 million between quarters, which is also reflected in Operating margin above. Offsetting the decrease wasadditional expense as a result of a $542~~$533 million, or 6%, increase in average gas plant in service ~~compared to~~since the corresponding first quarter ~~a year ago.~~ Theof 2022, offset by $647,000 in reduced amortization expense related to regulatory account balances. The increase in plant was attributable to pipeline capacity reinforcement work, franchise requirements, scheduled pipe replacement activities, and new infrastructure.

Other ~~income decreased $2.3~~income increased $17 million. T~~he current quarter reflects a $5.2~~Interest income increased $9.7 million ~~decline in COLI policy cash surrender values, while the prior-year quarter reflected a $3.1 million increase~~. ~~These fluctuations primarily~~ ~~result from changes in the portion of the cash surrender values that are~~between quarters related to carrying charges associated with ~~equity securities, and are directionally consistent with the broader securities markets. This decrease was offset by~~regulatory account balances, notably deferred purchased gas cost balances, which increased from $368 million existing as of March 31, 2022 to $970 million existing as of March 31, 2023. The non-service-related components of employee pension and other postretirement benefit costs ~~which~~ decreased ~~$3.3~~ $5.3 million b~~etween~~between quarters. ~~Interest income~~ ~~increased $2~~Southwest also recognized a $4.4 million ~~between quarters due~~increase in COLI results in the current quarter compared to the ~~increased receivable position related to~~comparable quarter in the ~~Purchased Gas Adjustment mechanisms.~~prior year.

Net interest deductions increased ~~$4.5~~$12 million in the ~~second~~first quarter of ~~2022,~~2023, as compared to the prior-year quarter, primarily due to interest associated with ~~the issuance of $300 million of Senior Notes issued in August 2021 and $600 million of Senior Notes in March 2022.~~


			36


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

~~Results of Natural Gas Operations~~

~~Six-Month Analysis~~

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

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

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

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

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

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

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

~~Net interest deductio~~ns ~~increased~~ ~~$8.9 million between periods, primarily due to~~ ~~higher interest associated with $300 million of Senior Notes issued in August 2021,~~ $600 million of Senior Notes issued in March 2022, $300 million of Senior Notes issued in December 2022, and ~~the impacts~~$300 million of ~~the variable rate $250~~Senior Notes issued in March 2023. Additionally, increased interest resulted from an increase in short-term debt, including a $450 million ~~March 2021 Term Loan.~~term loan issued in January 2023 (paid off in full in April 2023).


			3731


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

Results of Natural Gas Distribution

Twelve-Month Analysis


		Twelve Months Ended June 30,					Twelve Months Ended March 31,
(Thousands of dollars)	(Thousands of dollars)	2022		2021		(Thousands of dollars)	2023		2022
Regulated operations revenues	Regulated operations revenues	$	1,761,543	$	1,400,052	Regulated operations revenues	$	2,173,409	$	1,676,397
Net cost of gas sold	Net cost of gas sold	642,165		347,060		Net cost of gas sold	993,264		572,007
Operating margin	Operating margin	1,119,378		1,052,992		Operating margin	1,180,145		1,104,390
Operations and maintenance expense	Operations and maintenance expense	476,725		413,246		Operations and maintenance expense	503,480		452,051
Depreciation and amortization	Depreciation and amortization	255,113		243,701		Depreciation and amortization	265,579		256,814
Taxes other than income taxes	Taxes other than income taxes	82,068		71,765		Taxes other than income taxes	84,285		81,308
Operating income	Operating income	305,472		324,280		Operating income	326,801		314,217
Other income (deductions)	Other income (deductions)	(6,062)		5,493		Other income (deductions)	10,244		(3,794)
Net interest deductions	Net interest deductions	106,462		98,440		Net interest deductions	(127,892)		(102,004)
Income before income taxes	Income before income taxes	192,948		231,333		Income before income taxes	209,153		208,419
Income tax expense	Income tax expense	26,412		37,628		Income tax expense	31,872		28,204
Contribution to consolidated results	Contribution to consolidated results	$	166,536	$	193,705	Contribution to consolidated results	$	177,281	$	180,215

Contribution to consolidated net income from natural gas distribution operations ~~decreased~~ ~~$27~~decreased approximately $3 million between the twelve-month periods ended ~~June 2022~~March 2023 and ~~2021.~~2022. The decline was due primarily to increases in Operations and maintenance expense, Depreciation and amortization, ~~Taxes other than income taxes,~~ and Net interest deductions, ~~and a decrease in Other income (deductions),~~ offset by an increase in Operating margin and ~~a reduction to Income tax expense.~~Other income.

Operating ma~~rgin~~ margin increased ~~$66~~ $76 million ~~between periods. Customer~~between periods. Customer growth provided ~~$16~~$15 million, and combined rate relief provided ~~$38~~$27 million of incremental operating margin. Also contributing to the increase were customer late fees that were ~~$6.7~~$2.4 milliongreater in the current period due to lifting the earlier moratorium on such fees in all ~~jurisdictions~~.jurisdictions. Approved VSP and COYL revenue in Arizona also contributed to the improvement between periods ($1221 million). The $8 million out-of-period adjustment to Net cost of gas sold, noted earlier, also contributed to the increase. Offsetting these increases ~~are amounts~~were lower recoveries associated with ~~the return/recovery of~~ regulatory account balances ($~~4.5 million between periods), which~~4 million); an associated comparable decrease is ~~mitigated by a decrease~~also reflected in amortization expense between periods (discussed below).

Operations and maintenance expense increased ~~$63~~$51 million between periods. In addition to general inflationary impacts and labor market challenges overall, specific increases include ~~temporary/contractor services for customer and technology support services ($7.2 million), employee labor and related pension and benefit costs ($21.1 million), contractor costs for~~ pipeline integrity, reliability, line location, and engineering services costs ($~~4.5~~12 million), increased cost of fuel (nearly $8 million, almost half of which is used in our operations), an increase in the reserve for customer accounts deemed uncollectible ($~~2.4~~7.8 million), approximately $8 million in contractor/professional services in various areas of the business, higher legal and claim-related costs ($~~13.9~~6 million) ~~(including legal reserves as described in~~ ~~Note 1 – Background, Organization,~~, employee travel and ~~Summary of Significant Accounting Policies~~)training costs ($2.5 million), and ~~other general expense increases overall. The prior year expense levels were uncharacteristically low due to COVID-period reduced training/travel and other cost savings.~~higher labor-related costs ($2.6 million).

Depreciation and amortization expense increased ~~$11.4~~$8.8 million, or 5%3%, between periods primarily due to a ~~$561~~$531 million, or 7%6%, increase in average gas plant in service since the corresponding period in the prior year, offset by a reduction ($4 million) in amortization of regulatory account balances, as discussed in regard to Operating margin above. The increase in gas plant was attributable to pipeline capacity reinforcement work, franchise requirements, scheduled pipe replacement activities, and new ~~infrastructure, as well as the implementation of a new customer information system placed into production in the second quarter of 2021.~~infrastructure.

~~Taxes other than~~Other income ~~taxes~~ increased ~~$10.3~~$14 million between ~~periods primarily due to~~ ~~an increase in property taxes in Arizona, and to a lesser extent, in California and Nevada.~~

~~Other income decreased $11.6 million betwe~~en the twelve-month periods of ~~2022~~2023 and ~~2021, primarily due~~2022. Interest income increased $18.7 million between periods related to ~~a current-period decline~~carrying charges associated with regulatory account balances, notably deferred purchased gas cost balances, which have increased substantially since the comparable period in ~~COLI policy cash surrender values of $4.2 million, compared to~~ the ~~twelve months ended June 30, 2021, which reflected~~ ~~an increase in values of~~ ~~$18.5 million (including $3.5 million of~~ ~~net death benefits). Additionally, equity AFUDC was lower~~ ~~by $2.4 million,~~ ~~due to~~ the ~~impact short-term borrowings have on AFUDC rates. Offsetting these impacts were~~ ~~non-service cost~~prior year. Non-service-related components of employee pension and other postretirement benefit costs ~~which were $9.6~~decreased $15.1 million ~~lower~~between periods. Offsetting these impacts was a $5.1 million decline in COLI results between periods, a $9 million reserve for a software project deemed non-recoverable from utility operations, and ~~interest income, which increased~~ $5a $3 million ~~between periods. The gain~~ market adjustment on ~~sale of non-regulated~~other property ~~noted earlier, also impacted the variance between periods.~~in 2022.

Net interest deduct~~ions~~ions increased $8$26 million between periods primarily due to ~~increased interest associated with~~$600 million of Senior Notes issued in March 2022, $300 million of Senior Notes issued in ~~August 2021~~December 2022, and, to a lesser extent, ~~$600~~$300 million of Senior Notes issued in March ~~2022.~~2023. Other impacts include increased interest associated with a higher amount of short-term debt and higher rates on variable-rate debt overall, including under Southwest’s credit facility.


			3832


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

Income tax expense ~~decreased~~ ~~$11.2~~increased $3.7 million between the twelve-month periods ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ primarily due to ~~a reduction in pre-tax book income, additional~~ amortization of excess accumulated deferred income taxes (“EADIT”) ($~~3.5~~5.3 million), ~~and to a lesser extent,~~ changes in Arizona and California state apportionment percentages of ~~$2.9~~$3.2 million, and return to provision differences of $5.1 million. Income tax expense in both periods reflects that COLI results are recognized without tax consequences.

Results of Utility Infrastructure Services

Quarterly Analysis


		Three Months Ended June 30,					Three Months Ended March 31,
(Thousands of dollars)	(Thousands of dollars)	2022		2021		(Thousands of dollars)	2023		2022
Utility infrastructure services revenues	Utility infrastructure services revenues	$	706,090	$	528,625	Utility infrastructure services revenues	$	653,293	$	523,877
Operating expenses:	Operating expenses:					Operating expenses:
Utility infrastructure services expenses	Utility infrastructure services expenses	646,193		478,640		Utility infrastructure services expenses	603,680		503,232
Depreciation and amortization	Depreciation and amortization	38,863		25,217		Depreciation and amortization	37,870		37,612
Operating income		21,034		24,768
Operating income (loss)						Operating income (loss)	11,743		(16,967)
Other income (deductions)	Other income (deductions)	(147)		(146)		Other income (deductions)	(680)		(486)
Net interest deductions	Net interest deductions	12,598		1,632		Net interest deductions	22,376		11,131
Income before income taxes		8,289		22,990
Income tax expense		3,054		6,519
Net income		5,235		16,471
Loss before income taxes						Loss before income taxes	(11,313)		(28,584)
Income tax benefit						Income tax benefit	(1,180)		(6,170)
Net loss						Net loss	(10,133)		(22,414)
Net income attributable to noncontrolling interests	Net income attributable to noncontrolling interests	494		1,355		Net income attributable to noncontrolling interests	1,739		1,072
Contribution to consolidated results	Contribution to consolidated results	$	4,741	$	15,116	Contribution to consolidated results	$	(11,872)	$	(23,486)

Utility infrastructure services ~~revenu~~esrevenues increased ~~$177.5~~$129.4 million inin the ~~second~~first quarter of ~~2022~~2023 when compared to the prior-year quarter, ~~including $150.4~~driven primarily by a $51.7 million ~~from Riggs Distler. Revenues from~~increase in electric infrastructure ~~services increased $82.1~~revenues and a $43.3 million increase in ~~the second quarter~~offshore wind revenue, which is reflected as a component of ~~2022 when compared~~other revenues (refer to ~~the prior-year quarter, of which $67.8 million was recorded by Riggs Distler. The current quarter increase also included approximately $72 million~~Note 3 – Revenue in ~~gas infrastructure services revenues, including $17.7 million recorded by~~this Quarterly Report on Form 10-Q). Offshore wind revenue stems from three multi-year contracts whereby Riggs Distler ~~primarily from increased volumes under master service agreements. Certain ancillary revenue was lower in the current period, offsetting these impacts. Work mix~~provides materials, subcontracts manufacturing, and ~~volume were negatively impacted during the second quarter~~self performs fabrication and assembly of ~~2022 due to certain customers’ supply chain challenges in procuring necessary materials and equipment.~~

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

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

~~The increase in Net interest deductio~~n~~s of~~ ~~$11 million~~ was primarily due to incremental outstanding borrowings under Centuri’s $1.545 billion amended and restated secured revolving credit and term loan facility in conjunction with the acquisition of Riggs Distler.

~~Income tax expense decreased $3.5 million between quarters, primarily due to reduced profitability in 2022.~~


			39


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

~~Results of Utility Infrastructure Services~~

~~Six-Month Analysis~~

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

~~Utility infrastructure services revenues increased~~ ~~$337.4 million in the~~ first six months of 2022 when compared to the same period in the prior year, including $264.2 million recorded by Riggs Distler in 2022. Revenues from electric infrastructure services increased $170.1 million in 2022 when compared to the prior year, of which $135.3 million was recorded by Riggs Distler. Included in electric infrastructure services revenues ~~overall during the first six months~~was due to growth from both new and existing customers as well as revenues of ~~2022 was~~ ~~$19~~$30.6 million from emergency restoration services ~~performed by Linetec and Riggs Distler~~ following ~~tornados~~tornado and other storm damage to customers’ above-ground utility infrastructure in and around the Gulf Coast and eastern regions of the U.S., compared to ~~$12.2~~$14.1 million in storm restoration work in the ~~first six months of the prior year.~~prior-year quarter. Centuri’s revenues derived from storm-related services vary from period to period due to the unpredictable nature of weather-related events, and when this type of work is performed, it typically generates a higher profit margin than core infrastructure services, due to improved operating efficiencies related to equipment utilization and absorption of fixed costs. The current ~~year increase~~quarter also included ~~approximately $110.8 million in~~increased gas infrastructure services revenues ~~including $31.3~~of $36.7 million ~~recorded by Riggs Distler,~~ primarily resulting from ~~increased volumes under master service agreements. Certain ancillary~~ $29.7 million of revenue ~~was lower in the current period, offsetting these increases. Work mix and volume were negatively impacted~~related to a new bid contract that commenced during the first ~~six months~~quarter of ~~2022 due~~2023, as well as favorable weather in several operating locations, which allowed projects in those areas to ~~certain customers’ supply chain challenges in procuring necessary materials and equipment.~~be completed during an otherwise seasonally slow period.

Utility infrastructure services expenses increased ~~$335.2~~$100.4 million in the first ~~six months~~quarter of ~~2022~~2023 when compared to the ~~same period in the~~ prior ~~year. The overall increase includes $239.1 million incurred~~year quarter, driven primarily by ~~Riggs Distler in 2022, and incremental costs related to the~~a higher volume of ~~infrastructure services provided. Changes~~work. Subcontractor costs increased during the first quarter of 2023 compared to the prior-year quarter primarily due to increased work under offshore wind projects. Despite continued inflationary pressures, operating margin in the first quarter of 2023 improved due to changes in the mix of work and ~~inflation led~~increased operating efficiencies related to ~~higher input costs including fuel and subcontractor expenses. Within our electric infrastructure business, we incurred higher equipment rental and tooling costs~~emergency restoration services, as well as favorable weather conditions in ~~support of growth along with higher project related travel costs. Fuel costs increased~~ ~~$18.1 million~~ ~~in the current year~~, ~~including $4.9 million incurred by Riggs Distler. Increased project related travel expenses of $5.9 million were incurred during the current period.~~other locations. Also included in total Utility infrastructure services expenses were general and administrative costs, which ~~increased~~ ~~$12.5~~decreased approximately $0.1 million ~~in 2022 compared~~ between quarters due to ~~2021, including $7.9 million~~the full integration of ~~general and administrative costs incurred by~~ Riggs Distler as well as ~~$2.2 million~~the impact of ~~Strategic Review costs. Other administrative costs increased due to the continued growth~~cost saving measures implemented in ~~the business.~~2022. Gains on sale of equipment in the first quarter of 2023 and 2022 (reflected as an offset to Utility infrastructure services expenses) were approximately ~~$2 million~~$661,000 and ~~$4 million in the six-month periods in 2022 and 2021,~~$413,000, respectively.

~~Depreciation and amortization expense increased~~ ~~$26.5 million~~ ~~between periods, of which $25.4 million was recorded by Riggs Distler in 2022. The remaining increase was attributable to equipment purchased to support the growing volume of infrastructure work.~~

The increase in Netnet interest deductions of ~~$20.5~~$11.2 million ~~during the first~~ ~~six~~ ~~months of~~ ~~2022~~was primarily due to ~~incremental~~higher interest rates on outstanding ~~borrowings under Centuri’s $1.545 billion amended~~variable-rate borrowings.

Income tax benefit decreased $5 million between quarters, primarily due to a reduction in pre-tax loss in 2023 and ~~restated secured revolving credit and term loan facility~~changes in ~~conjunction with the acquisition of Riggs Distler.~~state apportionment rates.


			4033


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

Results of Utility Infrastructure Services

Twelve-Month Analysis


		Twelve Months Ended June 30,					Twelve Months Ended March 31,
(Thousands of dollars)	(Thousands of dollars)	2022		2021		(Thousands of dollars)	2023		2022
Utility infrastructure services revenues	Utility infrastructure services revenues	$	2,496,028	$	2,012,582	Utility infrastructure services revenues	$	2,889,743	$	2,318,563
Operating expenses:	Operating expenses:					Operating expenses:
Utility infrastructure services expenses	Utility infrastructure services expenses	2,290,638		1,794,145		Utility infrastructure services expenses	2,629,766		2,123,085
Depreciation and amortization	Depreciation and amortization	144,157		99,746		Depreciation and amortization	155,611		130,511
Operating income	Operating income	61,233		118,691		Operating income	104,366		64,967
Other income (deductions)	Other income (deductions)	682		(300)		Other income (deductions)	(1,081)		683
Net interest deductions	Net interest deductions	41,474		7,384		Net interest deductions	72,616		30,508
Income before income taxes	Income before income taxes	20,441		111,007		Income before income taxes	30,669		35,142
Income tax expense	Income tax expense	7,941		30,762		Income tax expense	10,717		11,406
Net income	Net income	12,500		80,245		Net income	19,952		23,736
Net income attributable to noncontrolling interests	Net income attributable to noncontrolling interests	5,082		7,189		Net income attributable to noncontrolling interests	6,273		5,943
Contribution to consolidated results	Contribution to consolidated results	$	7,418	$	73,056	Contribution to consolidated results	$	13,679	$	17,793

Utility infrastructure services revenues increased ~~$483.4~~$571.2 million in the current twelve-month period compared to the corresponding period of ~~2021,~~2022, including ~~$428.1~~a $408.4 million ~~recorded by~~increase at Riggs Distler ~~subsequent~~(acquired in August 2021), of which $132.9 million related to ~~its acquisition on August 27, 2021.~~offshore wind projects that are reflected as a component of other revenues. Revenues from electric infrastructure services overall increased ~~$259.5~~$216.6 million in ~~2022~~the current twelve-month period when compared to the prior year, ~~of whic~~with ~~h $243.3~~$125.6 million ~~was~~attributable to ~~recorded by~~ Riggs Distler. ~~Included~~Included in the incremental electric infrastructure revenues during the twelve-month period of ~~2022~~2023 was ~~$72.1~~$86.1 million from emergency restoration services ~~performed by Linetec and Riggs Distler,~~ following ~~hurricane, tornado, and other~~ storm damage to customers’ above-ground utility infrastructure in and around the Gulf Coast and eastern regions of the U.S., and Canada, as compared to ~~$86.5~~$70.5 million in similar services during the twelve-month period in ~~2021~~. 2022. The remaining increase in revenue was attributable to continued growth with existing gas infrastructure customers under master service and bid ~~agreements, partially offset by reduced work with a significant customer during~~agreements.

Utility infrastructure services expenses increased $506.7 million between periods. The overall increase included $373.7 million from Riggs Distler, and incremental costs related to the ~~twelve-month period ending June 30, 2022 (totaling~~ ~~$30 million), due to~~generally higher volume of work. Changes in the mix of ~~projects under its multi-year capital spending program. Work mix~~work caused by customers’ supply chain challenges, as well as inflation, led to higher input costs including fuel and ~~volume were negatively impacted~~subcontractor expenses, as well as increased project-related travel and equipment rental costs incurred to fulfill electric infrastructure services. A loss of $7.5 million was incurred on a gas infrastructure bid project during the current twelve-month period due to ~~certain customers’ supply chain challenges in procuring necessary materials~~higher costs than anticipated and ~~equipment.~~

~~Utility infrastructure services expenses increased $496.5 million between periods (including~~ ~~$14 million~~ ~~of professional fees related to the acquisition of Riggs Distler).~~ ~~The increase overall includes $384 million incurred by Riggs Distler subsequent to the acquisition, as well as incremental~~scheduling delays. General and administrative costs, related to electric infrastructure services work and costs necessary for the completion of additional gas infrastructure work. Higher fuel costs, equipment rental expense, and subcontractor expenses were also incurred due to inflation, the mix of work, and in support of growth in our electric infrastructure business. Expenses in relation to revenues, and therefore, profit margins, can be impacted by inefficiencies from equipment and facility utilization and under-absorption of other fixed costs, which occurred due to the reduced work from the noted large customer and lower revenues from emergency restoration services as noted above. Also included in total Utility ~~infrastructure~~infrastructure services expenses, ~~were general and administrative costs, which increased~~decreased approximately ~~$30.9~~$3.4 million between comparative periods ~~including $14~~attributable to $13.9 million of ~~acquisition-related~~ professional fees ~~previously noted and $17.3~~incurred during the twelve-month period of 2022 in connection with the Riggs Distler acquisition that did not recur in 2023, offset by $6.1 million of ~~general~~strategic review and severance costs incurred in the current twelve-month period. Other administrative costs increased due to the growth in the business, including incremental costs incurred by Riggs ~~Distler subsequent to the acquisition.~~Distler. Gains on sale of equipment (reflected as an offset to Utility infrastructure services expenses) were ~~approximately $4.8~~approximately $6.6 million and ~~$5.6~~$5.8 million for the twelve-month periods of ~~2022~~2023 and ~~2021,~~2022, respectively.

Depreciation and amortization expense increased ~~increased $44.4~~$25.1 million between the current and prior-year twelve-month periods, of which ~~$42.2~~$23.3 million ~~was recorded by~~ relates to Riggs ~~Distler subsequent to the acquisition. The remaining increase was attributable to equipment and computer systems purchased to support the growing volume of infrastructure work.~~Distler.

Net interest deductions increased $42.1 million ~~$34.1 million~~ between periods due to incremental outstanding borrowings under Centuri’s $1.545 billion amended and restated secured revolving credit and term loan facility ~~in conjunction with~~which funded the 2021 acquisition of Riggs ~~Distler.~~

~~Income tax expense decreased $22.8 million between periods, primarily due~~Distler, in addition to ~~reduced profitability in 2022.~~higher interest rates on outstanding variable-rate borrowings.


			4134


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

Results of Pipeline and Storage

Quarterly ~~and Six-Month~~ Analysis


		Three Months Ended June 30,		Six Months Ended June 30,			Three Months Ended March 31,
(Thousands of dollars)	(Thousands of dollars)	2022				(Thousands of dollars)	2023		2022
Regulated operations revenues	Regulated operations revenues	$	62,088	$	129,081	Regulated operations revenues	$	35,132	$	66,993
Operating expenses:	Operating expenses:					Operating expenses:
Net cost of gas sold	Net cost of gas sold	1,206		3,003		Net cost of gas sold	6,368		1,797
Operations and maintenance expense	Operations and maintenance expense	24,741		49,053		Operations and maintenance expense	11,378		24,312
Depreciation and amortization	Depreciation and amortization	13,217		26,137		Depreciation and amortization	—		12,920
Taxes other than income taxes	Taxes other than income taxes	2,508		5,672		Taxes other than income taxes	1,490		3,164
Operating income		20,416		45,216
Goodwill impairment						Goodwill impairment	21,215		—
Operating income (loss)						Operating income (loss)	(5,319)		24,800
Other income (deductions)	Other income (deductions)	795		1,338		Other income (deductions)	486		543
Net interest deductions	Net interest deductions	4,514		8,896		Net interest deductions	2,200		4,382
Income before income taxes		16,697		37,658
Income (loss) before income taxes						Income (loss) before income taxes	(7,033)		20,961
Income tax expense	Income tax expense	1,621		5,652		Income tax expense	9,255		4,031
Contribution to consolidated results	Contribution to consolidated results	$	15,076	$	32,006	Contribution to consolidated results	$	(16,288)	$	16,930

Operating results for the ~~Pipeline~~pipeline and ~~Storage~~storage segment for the first quarter of 2023 reflect activity from January 1, 2023 through February 13, 2023 (the last full day of ownership by the Company). Operating results included rate-regulated transmission and subscription storage revenues of ~~$57.8~~$34 million and ~~$118.9~~$62 million during the ~~three-~~three months ended March 31, 2023 and ~~six-months ended June 30, 2022.~~ 2022, respectively. Operating expenses include ~~$4.5~~$2.6 million ~~and $13.2 million,~~ during the ~~three- and six-month periods, respectively, ended June 30, 2022,~~current quarter related to ~~integrating~~integration/stand-up costs leading up to the sale date. Depreciation and amortization was not recorded in 2023 as MountainWest ~~including employee retention payments incurred~~was classified as held for sale during the ~~first quarter~~holding period. Income tax expense includes the impact of ~~2022.~~ ~~Additional integration costs will be incurred in future periods until integration efforts are completed. The effective~~book versus tax ~~rates for the three- and six-months ended June 30, 2022 are lower than the statutory rate primarily due~~basis differences related to the ~~amortization~~sale completed in 2023. A discussion of ~~EADIT.~~the twelve months ended March 31, 2023 to the comparable prior-year period is omitted as the Company owned MountainWest for only three months of the twelve-month period ended March 31, 2022. For further impacts from the sale on MountainWest to Southwest Gas Holdings, Inc. in the post-closing period, refer to Note 7 – Segment Information.

Rates and Regulatory Proceedings

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

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 changes (including the cost of natural gas purchased), and as additional investments in new or replacement pipeline and related facilities are made. Rates are intended to provide for recovery of all commission-approved costs and a reasonable return on investment. The mix of fixed and variable components in rates assigned to various customer classes (rate design) can significantly impact the operating margin actually realized by Southwest. Management has 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 distribution operations are disclosed above.

Arizona Jurisdiction

Arizona General Rate Case. ~~In December 2021,~~ Southwest filed a general rate case application ~~proposing a revenue increase of approximately $90.7 million. Although updated rates related to the previous rate case became effective~~ in ~~January~~December 2021, ~~the most significant driver for the new request is the necessity~~primarily to reflect in rates the substantial capital investments that ~~have been~~were made since the end of the test year in ~~the previous~~an earlier case, including ~~the~~investments in a customer information system implemented in May 2021. ~~The current filing is based on~~At a ~~test year ended August 31, 2021~~hearing held in September 2022, Southwest, the Utilities Division Staff (the “Staff”), and ~~proposes~~the Residential Utility Consumer Office jointly stipulated to several issues, including a target capital structure consisting of 50% equity and 50% debt; a 9.30% return on ~~common equity of 9.90% relative to a target equity ratio of 51%. Recovery (over three years) of the approximately $12 million~~equity; and foregoing an acquisition premium related to the outstanding deferral balance associated with the LNG facility (see below) is included in the request, along with the approximate $2.1 million (also over three years) in late payment charges that were suppressed from customer accounts during the COVID-19 pandemic. A


			4235


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

~~request~~recent Graham County acquisition as well as recovery of $12 million of waived late fees on customer account balances that would have otherwise applied to ~~continue~~delinquent accounts in the absence of a COVID-19 moratorium on such fees. Among the uncontested issues identified prior to the hearing were the continuation of the Delivery Charge Adjustment (“DCA”), Southwest’s ~~full-revenue~~full revenue decoupling mechanism, ~~is also included, while no changes to Southwest’s~~the continuation of the existing rate design ~~are proposed. A decision is anticipated by~~(with the ~~end~~exception of ~~2022,~~an updated year-round Low Income Ratepayer Assistance program), and Southwest’s alternate property tax expense calculation, reflecting actual incurred property tax expense in 2021, instead of a pro-forma adjustment reflecting forecasted property tax expense. Approximately $12 million in costs related to the Liquefied Natural Gas facility deferred in an authorized regulatory asset will be amortized over four years. The ACC’s final order authorized a $54.3 million increase, with new rates ~~expected to be~~ effective ~~in the first quarter of~~February 1, 2023.

Delivery Charge Adjustment. The DCA is filed each April, which along with other reporting requirements, contemplates a rate to ~~recover~~recover/return the over- or under-collected margin tracker (decoupling mechanism) ~~amounts based on the balance at the end of the reporting period.~~balance. An April 2022 request proposed a rate to return $10.5 million, the over-collected balance existing at the end of the first quarter 2022, which ~~was approved~~became effective July 1, 2022. A filing was made prior to the end of April 2023 to request a rate to address the over-collected balance of $53.5 million as of March 31, 2023.

Tax Reform.~~In the most recently concluded Arizona general rate proceeding, a~~A Tax Expense Adjustor Mechanism (“TEAM”) was approved in Southwest’s 2019 general rate case to timely recognize tax rate changes resulting from federal or state tax legislation following the TEAM implementation. In addition, the TEAM tracks and returns/recovers the revenue requirement impact of changes in amortization of EADIT (including that which resulted from 2017 U.S. federal tax reform) compared to the amount authorized in the most recently concluded rate case. InFollowing inaugural surcredit rate establishment under the TEAM mechanism, in December ~~2021,~~2022, Southwest filed its ~~inaugural~~most recent TEAM rate application, ~~for~~proposing to update the ~~recovery~~TEAM surcredit to refund $6.5 million of ~~approximately $4.3 million associated with~~estimated net EADIT savings, which was approved by the ~~mechanism. The~~ ACC ~~staff is expected to issue its report on the filing for commission consideration at a subsequent open meeting.~~

~~Liquefied Natural Gas (“LNG”) Facility. In 2014, Southwest sought ACC 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, connecting directly to Southwest’s distribution system. Southwest was ultimately granted approval for construction and deferral of costs. The facility was placed in service in December 2019. The capital costs and the operating expenses associated with plant operation were approved and considered as part of Southwest’s previous general rate case. Approximately $12 million in costs, incurred following the in-service date of the facility and after the period considered as part of the previous general rate case, were deferred in the previously authorized regulatory asset account and are included for consideration in the current general rate case application.will be effective May 1, 2023.

Customer-Owned Yard Line (“COYL”) Program. Southwest originally 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. ~~A filing in May 2021 proposed the recovery of previously unrecovered surcharge revenue from 2019 and 2020 (collectively, $13.7 million) over a one-year period.~~The COYL program has been subject to proceedings to recover investments since that time. In ~~November 2021, the ACC approved full recovery within the proposed timeline, the rate for which was implemented the same month. In a~~ February ~~2022 filing,~~2023, Southwest requested ~~and received~~ approval ~~to increase its surcharge revenue by $3.4 million~~ to recover the outstanding revenue requirement of approximately $4.3 million associated with ~~previous~~2022 COYL investments, ~~made since August 2020 and through calendar year 2021.~~which will increase the COYL recovery rate. The new rate ~~was implemented in~~is anticipated to become effective June ~~2022.~~1, 2023.

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

Graham County Utilities. In April 2021, Southwest and Graham County Utilities, Inc. (“GCU”) filed a joint application with the ACC for approval to transfer assets of GCU to Southwest and extend Southwest’s Certificate of Public Convenience and Necessity to serve the more than 5,000 associated customers, for a purchase price of $3.5 million. Approval of the application by the ACC was received in December 2021, with final transfer in mid-January 2022. Former GCU customers ~~continue~~retained their existing rates while Southwest’s most recent rate case was processed; the customers moved to ~~be served under existing GCU rates until such time as they are rolled into~~ Southwest’s rates effective March 1, 2023.

PGA Modification. On March 1, 2023, Southwest filed a request to adjust the interest rate applicable to the outstanding Purchased Gas Adjustment (“PGA”) balance to more closely match the interest expense incurred to finance the balance. In the alternative, the filing requests an expansion of the current gas cost balancing account (“GCBA”) adjustment to clear the then existing $351 million balance over one year, which would result in an increase of the current GCBA adjustment rate of $0.10 per therm to more than $0.50 per therm until the balance drops below $10 million, at which time the GCBA adjustment rate would be set to $0.00 per therm. The GCBA is in addition to ongoing deferred energy rates updated monthly. Expedited treatment was requested with a proposed ~~to take place in conjunction with the effective date of rates resulting from the currently pending Arizona general rate case.~~June 1, 2023 implementation.

California Jurisdiction

~~California General Rate Case.~~ In August 2019, Southwest filed a general rate case 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 continue its 2.75% previously approved Post-Test Year (“PTY”) attrition adjustments for 2019 and 2020.

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


			43


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

recovery of the cost of service impacts of the project through the annual attrition filing. The rate case decision maintains Southwest’s existing 2.75% annual attrition adjustments and the continuation of the pension balancing account. It also includes cumulative expenditures totaling $119 million over the five-year rate cycle to implement risk-informed proposals, consisting of a school COYL replacement, meter protection, and pipe replacement programs. Although new rates were originally anticipated to be in place by January 1, 2021, due to an administrative delay, new rates were ultimately implemented April 1, 2021. In light of this delay, Southwest was granted authority to establish a general rate case memorandum account to track the impacts related to the delay in the implementation of new rates for purposes of later recovery, which began January 1, 2022.

Attrition Filing. Following the 2021 implementation of rates approved as part of the general rate case, ~~Southwest is also authorized to implement~~and the continuing annual ~~PTY~~Post Test Year (“PTY”) attrition increases of 2.75%, indicated above, the first ~~annual adjustment of which~~such increase following the rate case effective date began in January ~~2022.~~2022, with the most recent annual attrition increase effective January 1, 2023. The PTY increase associated with the North Lake Tahoe Lateral revenue requirement became effective February 1, 2023.


			36

Customer Data Modernization Initiative (“CDMI”). In April 2019, Southwest filed an application with the CPUC seeking authority to establish a two-way, interest-bearing balancing account to record costs associated with the CDMI to mitigate adverse financial implications ~~associated with this~~related to the earlier multi-year project (including a new customer information system, ultimately implemented in May 2021). Effective October 2019, the CPUC granted a memorandum account, which allowed Southwest to track costs, including operations and maintenance costs and capital-related costs, such as depreciation, taxes, and return associated with California’s portion of the CDMI (initially estimated at $19 million). The balance tracked in the memorandum account was transferred to the two-way balancing account in July 2020. A rate to begin recovering the balance accumulated through June 30, 2020 was established and made effective September 1, 2020, and updated multiple times since, including in January ~~2022.~~2023. This rate is expected to be updated at least annually.

Carbon Offset Program.In March 2022, Southwest filed an application to seek approval to offer a voluntary program to California customers to purchase carbon offsets in an effort to provide customers additional options to ~~reduce~~offset their respective ~~GHG~~greenhouse gas (“GHG”) emissions. A request to establish a two-way balancing account to track program-related costs and revenues was included as part of the application. The CPUC issued a decision dismissing Southwest’s application without prejudice. Southwest anticipates filing a new application in 2023 addressing concerns raised by third parties as part of the earlier request, which included a request to demonstrate that purchased offsets would result in GHG emissions reductions.

Building Decarbonization. A CPUC decision was issued regarding the elimination of monetary allowances for gas line extensions, a 10-year refundable payment option, and the 50% discount payment option for both residential and non-residential customers of all California gas utilities. This applies to new applications for gas line extensions submitted on or after July 1, 2023. Although this decision eliminates the various allowances related to line extensions, it does not preclude extending natural gas service to customers.

Residential Disconnection Protections. A decision was issued by the CPUC establishing disconnection protections for residential customers of small and multi-jurisdictional utilities, including Southwest. A similar decision was adopted for four large California utilities in ~~2023.~~2020. This decision imposes an annual disconnection cap and prohibits the utility from assessing credit deposits for residential customers establishing or re-establishing service, and prohibits the assessment of reconnection fees for residential customers, among other provisions. The decision, however, also provides authorization to establish a two-way balancing account to track residential uncollectible charges with the first rates expected to be implemented January 1, 2024. The decision also authorized a memorandum account to track uncollected reconnection charges for possible future recovery in Southwest’s next general rate case.

Nevada Jurisdiction

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

General Revenues Adjustment. As noted above, the continuation of the GRA was affirmed as part of Southwest’s most recent general rate case with an expansion to include a large customer class (with average monthly throughput requirements greater than 15,000 therms), effective April 2022. Southwest makes Annual Rate Adjustment (“ARA”) filings to update rates to recover or return amounts associated with various regulatory mechanisms, including the GRA. Southwest made its most recent ARA filing in November ~~2021~~2022 related to balances as of September 30, ~~2021. New~~2022. Given the magnitude of the outstanding balances, further discussion with the parties resulted in a settlement of the issues and utilizing a more current balance as of January 2023 to better align the rates ~~related to that filing became effective July 1, 2022. While there is no~~implemented with the existing balance. Recovery rates and adjustments thereto as part of the ARA primarily impact tocash flows but not net income ~~overall from adjustments to recovery rates associated with the related regulatory balances, operating cash flows are impacted by such changes.~~overall.

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

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


			44


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

~~related regulations provide Southwest with the opportunity to file a GIR “Advance Application” annually to seek preapproval of qualifying replacement projects.~~

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

Conservation and Energy Efficiency. The PUCN allows deferral (and later recovery) of approved conservation and energy efficiency costs, recovery rates for which are adjusted in association with ARA filings. In its November ~~2021~~2022 ARA filing, Southwest proposed an annualized ~~margin decreases~~revenue increase of ~~$574,000~~$139,000 and ~~$434,700~~a decrease of $290,000 for southern and northern Nevada, ~~respectively, which became~~respectively. A stipulation related to the conservation and energy efficiency costs and other ARA-related mechanisms was reached with the parties and approved by the PUCN with rates effective in July ~~2022. In~~1, 2023. Separately, in May 2022, Southwest filed an application seeking approval of its annual Conservation and Energy Efficiency Plan Report for 2021, with no proposed modifications to the previously approved $1.3 million annual budget for years 2022-2024. The parties reached a stipulation that was approved by the PUCN in July 2022.

~~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 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 for the expansion, and Southwest provides periodic updates and adjusts the rates to recover the revenue requirement associated with the investments to serve customers as part of Southwest’s ARA filings and rate case proceedings. As of June 2022, approximately 40 miles of natural gas infrastructure has been installed throughout the Mesquite expansion area.

In June 2019, Southwest filed for preapproval to construct the infrastructure necessary to expand natural gas service to Spring Creek, near Elko, Nevada, and to implement a cost recovery methodology to recover the associated revenue requirement consistent with the SB 151 regulations. The expansion facilities consist of a high-pressure approach main and associated regulator stations, an interior backbone, and an extension of the distribution system from the interior backbone. The total capital investment was estimated to be $61.9 million. A stipulation was reached with the parties and approved by the PUCN in December 2019, including a rate recovery allocation amongst northern Nevada, Elko, and Spring Creek expansion customers. Construction began in the third quarter of 2020, and service commenced to the first Spring Creek customers in December 2020. As of June 2022, approximately 36 miles of natural gas infrastructure has been installed throughout the Spring Creek expansion area, and is anticipated to be completed in 2026.

Carbon Offset Program. In June 2021, Southwest filed an application ~~seeking~~to seek approval to offer a voluntary program to northern and southern Nevada customers to purchase carbon offsets in an effort to provide customers additional options to ~~reduce~~offset their


			37

respective GHG emissions. A request to establish a regulatory asset to track program-related costs and revenues was included as part of the application. The parties reached a stipulation that was approved by the PUCN in December 2021, approving Southwest’s proposal. ~~Implementation of the~~The program ~~is underway with~~opened for customer participation ~~expected~~ in the ~~third~~fourth quarter of 2022.

FERC Jurisdiction

General Rate Case. ~~In 2020,~~ Great Basin Gas Transmission Company (“Great Basin”), a wholly owned subsidiary of Southwest, reached an agreement in principle with the FERC Staff providing that its three largest transportation customers and all storage customers would be required to have primary service agreement terms of at least five years, that term-differentiated rates would continue generally, and included a 9.90% pre-tax rate of return. Interim rates were made effective February 2020. As part of the settlement, Great Basin will not file a rate case no later than May 31, 2025.

MountainWest Overthrust Pipeline. On September 22, 2022, during the period of Southwest Gas Holdings’ ownership of the MountainWest entities, the FERC issued an order initiating an investigation, pursuant to section 5 of the Natural Gas Act, to determine whether rates charged by MountainWest Overthrust Pipeline, LLC, a subsidiary of MountainWest, were just and reasonable and setting the matter for hearing (the “Section 5 Rate Case”). Unless earlier settled by the parties, a hearing on the matter was to commence in August 2023 with an initial decision from the presiding administrative law judge due by November 14, 2023. Under the terms of the purchase and sale agreement entered into in connection with the MountainWest sale, the Company became obligated, for a period of four years following the closing of the MountainWest sale, to indemnify Williams and MountainWest for any damages and liabilities resulting from the Section 5 Rate Case, including any reduction to the current applicable rate, up to a cap of $75 million. Williams, in collaboration with the Company, agreed to a settlement of the Section 5 Rate Case, which is pending approval by the FERC. As a result of the settlement, the Company recorded a charge of $28.4 million, an amount for which it is now expected to be obligated, which is included in Goodwill impairment and loss on sale on the Company’s Consolidated Statements of Income for the three- and twelve- months ended March 31, 2023.

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, 2022,~~March 31, 2023, under-collections in each of Southwest’s service territories resulted in an asset of ~~$355~~$970 million on the Company’s and Southwest’s Condensed Consolidated Balance Sheets. 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.


			45


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

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

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

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

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


(Thousands of dollars)	March 31, 2023		December 31, 2022		March 31, 2022
Arizona	$	417,931	$	292,472	$	255,472
Northern Nevada	80,540		27,384		13,700
Southern Nevada	415,146		122,959		93,153
California	56,722		7,305		5,629
	$	970,339	$	450,120	$	367,954

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, Southwest has undertaken significant pipe replacement activities to fortify system integrity and reliability, including on an accelerated basis in association with certain gas infrastructure replacement programs. This activity has necessitated the issuance of both debt and equity securities to supplement cash flows from operations. ~~The Company, in executing on its plans~~More recently, a number of conditions, such as winter storms and market forces (including historically low storage levels) have caused gas prices to fund the MountainWest acquisition, initially funded the transaction through short-term borrowings, which would be refinanced through a multi-pronged permanent financing plan, some of which was executed during the first quarter of 2022 as the Company used $452 million in net proceeds from its underwritten offering of common stock to repay a portion of such short-term borrowings. In advance of full plan deployment, current liabilities are in excess of current assets creating a working capital deficit, which will be alleviated once management completes its execution on the remainder of its plan.spike and remain higher than previous historical levels. The


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Company’s capitalization strategy is to maintain an appropriate balance of equity and debt to preserve investment-grade credit ratings, which help minimize interest costs. ~~Investment-grade credit ratings have been maintained following the acquisition.~~

Cash Flows

Southwest Gas Holdings, Inc.:

Operating Cash Flows. Cash flows from consolidated operating activities ~~increased $262~~decreased $372 million in the first ~~six~~three months of ~~2022~~2023 as compared to the same period of ~~2021.~~2022. The ~~improvement~~decline in cash flows primarily resulted from the change in purchased gas costs for Southwest, including amounts incurred and deferred, as well as impacts related to when amounts are incorporated in customer bills to recover or return deferred balances. ~~The prior period included a $50 million incremental contribution~~Gas costs recovered from customers were higher in both periods compared to earlier historical periods, but amounts expended for gas purchases substantially increased in the ~~noncontributory qualified retirement plan (reflected~~first quarter of 2023, reflected also as ~~a change~~higher Deferred purchased gas cost balances in ~~other liabilities and deferred credits).~~advance of rates to recover the balance. Other impacts include ~~benefits from depreciation and~~ changes ~~and~~in components of working capital overall.

~~The corporate~~Corporate and administrative expenses/outflows for Southwest Gas Holdings, Inc. in the ~~six-~~three- and twelve-month periods ended ~~June 30, 2022~~March 31, 2023 mainly include ~~outlays~~charges related to ~~shareholder activism and the Strategic Review, in addition to outlays related to expenditures/financing costs for~~ the MountainWest ~~acquisition.~~sale that closed in February 2023.

Investing Cash Flows. Cash ~~used in~~flows from consolidated investing activities increased ~~$44 million~~$1 billion in the first ~~six~~three months of ~~2022~~2023 as compared to the same period of ~~2021.~~2022. The ~~change was primarily due~~overall increase related to $1.06 billion in proceeds received in connection with the MountainWest sale (which amount is net of cash sold), partially offset by an increase in capital expenditures in both the natural gas distribution and utility infrastructure services segments. ~~The current period also included a post-closing payment of $18.8 million in association with the MountainWest acquisition.~~

Financing Cash Flows. ~~Net cash provided by~~Cash flows from consolidated financing activities decreased ~~$189 million~~$1.1 billion in the first ~~six~~three months of ~~2022~~2023 as compared to the same period of ~~2021.~~2022. The ~~change~~overall decrease was primarily due to ~~borrowings~~the repayment ($1.1 billion) of the term loan entered into by Southwest Gas Holdings, Inc. in November 2021 in connection with the ~~first six months~~acquisition of 2021, including the March 2021 Term Loan to finance a gas cost runup caused by the freeze event in and around the central U.S. due to Winter Storm Uri, as well as borrowings under the Company’s credit facility; by comparison, in the first six months of 2022, financing activitiesMountainWest. Other impacts that offset this decrease were ~~largely undertaken in concert with reductions in other borrowings. The Company reduced its 364-day Term Loan facility (utilized to finance the MountainWest acquisition) through net~~ proceeds ~~of $452 million~~ from the issuance of common stock in an underwritten public offering in ~~the current period. Proceeds from equity issuances by the holding company were lower in 2021 (and were contributed to Southwest in that period). Furthermore, while~~March 2023 and debt proceeds ~~were received~~ by ~~Southwest’s issuance~~Southwest from the 364-day $450 million term loan to address an escalation in gas purchases (entered into in January 2023 and repaid in full in April 2023). The first quarter of 2023 also included $300 million of Senior Notes (the “March 2023 Notes”) issued by Southwest compared to $600 million in ~~notes, it also redeemed, in February 2022, $25 million 7.78% series~~


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

~~Medium-term notes then maturing, as well as $250 million in notes maturing in April~~the first quarter of 2022. ~~Southwest also repaid (during 2022) $25 million of amounts outstanding on the March 2021 Term Loan utilized~~Other cash flows relate to ~~finance the gas cost runup in 2021. Outstanding amounts~~borrowings and repayment under the ~~long-term portion of Southwest’s facility were also paid down during 2022 ($130 million). The holding company had higher borrowings under its~~companies’ credit facility in the current period given its expenditures for shareholder activism and settlement activities, along with the Strategic Review. Centuri’s line of credit and term loan facility borrowings during the first six months of 2021 exceeded amounts in the current period. Dividends paid in 2022 were also higher than during the comparative period in 2021.facilities.

The capital requirements and resources of the Company generally are determined independently for the individual business segments. Each business segment is generally responsible for securing its own debt financing sources. However, the holding company may raise funds through stock issuances or other external financing sources in support of each business segment.

Southwest Gas Corporation:

Operating Cash Flows. Cash flows ~~provided by~~from operating activities ~~increased $270~~decreased $393 million in the first ~~six~~three months of ~~2022~~2023 as compared to the same period of ~~2021.~~2022. The ~~improvement~~decline in operating cash flows was primarily attributable to ~~the impacts related to deferred~~Deferred purchased gas costs ~~(described~~changes (as discussed above), as well as to other working capital changes. While gas costs incurred were higher in both periods compared to earlier recent historical periods, the first six months of 2021 included unusual/excessive increases in costs over a number of days in February 2021 amidst the freeze event from Winter Storm Uri. While gas costs incurred in the first six months of 2021 were higher, collections from customers in the 2022 period increased over the six-month period of 2021, which includes the effects of when gas costs are incorporated into customer rates.

Investing Cash Flows. Cash used in investing activities increased $8$64 million in the first ~~six~~three months of ~~2022~~2023 as compared to the same period of ~~2021.~~2022. The change was primarily due to increases in capital expenditures in ~~2022 partly offset by an increase in~~2023 and decreases related to customer advances for construction (amounts collected and/or returned) as compared to the same period in the prior year. See also Gas Segment Construction Expenditures, and Debt Maturities, and Financing below.

Financing Cash Flows. Net cash provided by financing activities ~~decreased $195~~increased $31 million in the first ~~six~~three months of ~~2022~~2023 as compared to the same period of ~~2021.~~2022. The ~~decline~~increase was primarily due to ~~the impacts cited above. The 2021 period included proceeds to finance gas purchases during Winter Storm Uri; by comparison,~~Southwest’s $450 million term loan borrowing in ~~2022, financing proceeds were largely~~January 2023 offset by ~~debt repayments. Southwest issued $600~~$225 million payment of the term loan entered into in ~~notes in~~March 2021, along with the ~~first quarter~~issuance of ~~2022,~~the March 2023 Notes noted above, and ~~paid down amounts then outstanding under its credit facility~~borrowing and ~~redeemed $250 million in notes maturing in April 2022. It also redeemed $25 million 7.78% series Medium-term notes that matured in February 2022, and $25 million of amounts outstanding~~repayment activity under the ~~March 2021 Term Loan used to fund increased gas purchased costs during the 2021 freeze event.~~credit facility. See Note 5 – Debt. ~~Furthermore, parent capital contributions from equity issuances made in 2021 have not recurred in 2022, while dividends paid to the parent holding company were higher in the current period.~~

Gas Segment Construction Expenditures, Debt Maturities, and Financing

During the twelve-month period ended ~~June 30, 2022,~~March 31, 2023, construction expenditures for the natural gas distribution segment were ~~$619~~$734 million (not including amounts incurred for capital expenditures not yet paid). The majority of these expenditures represented costs associated with the replacement of existing transmission and distribution ~~and general plant~~pipeline facilities to fortify system integrity and ~~reliability.~~reliability, as well as other general plant expenditures.

Management estimates natural gas segment construction expenditures during the ~~five-year~~three-year period ending December 31, ~~2026~~2025 will be approximately ~~$2.5 billion to $3.5 billion~~.$2.0 billion. Of this amount, approximately ~~$600~~$665 million to ~~$650~~$685 million is expected to be incurred ~~in 2022.~~during calendar year 2023. 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


			39

continue well beyond the next few years. See also Rates and Regulatory Proceedings. During the three-year period ending December 31, 2025, cash flows from operating activities of Southwest are expected to provide approximately ~~69%~~77% of the funding for gas operations of Southwest and total construction expenditures and dividend requirements. ~~As of June 30, 2022,~~During the quarter ended March 31, 2023, Southwest ~~had~~entered into a 364-day $450 million term loan agreement, and also fully paid off the March 2021 ~~Term Loan with an outstanding balance~~term loan, each of ~~$225 million, due~~which were initiated to fund spikes in ~~March 2023. Any additional~~natural gas purchases. Additional cash requirements, including construction-related, and pay down or refinancing of debt, are expected to be provided by existing credit facilities, equity contributions from the Company, and/or other external financing sources. The timing, types, and amounts of additional external financings will be dependent on a number of factors, including the cost of gas purchases, conditions in capital markets, timing and ~~amounts~~amount of rate relief, timing and ~~amounts~~amount 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 may include the issuance of debt securities, bank and other short-term borrowings, and other forms of financing.


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

Dividend Policy

Dividends are payable on the Company’s common stock at the discretion of 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, expected external funding needs, and our ability to maintain investment-grade credit ratings and liquidity. The Company has paid dividends on its common stock since 1956 ~~and has increased that dividend each year since 2007~~. In February ~~2022,~~2023, the Board ~~elected~~determined to ~~increase~~maintain the quarterly dividend ~~from~~ at~~$0.595 to~~ $0.62 per share ~~representing a 4.2%~~ ~~increase,~~, effective with the June ~~2022~~2023 payment.

Liquidity

Several factors (some of which are out of the control of the Company) that could significantly affect liquidity in the future include: variability of natural gas prices, changes in ratemaking policies of regulatory commissions, regulatory lag, customer growth in the natural gas distribution segment, the ability to access and obtain capital from external sources, interest rates, changes in income tax laws, pension funding requirements, inflation, and the level of earnings. Natural gas prices and related gas cost recovery rates, as well as plant investment, have historically had the most significant impact on liquidity.

On an interim basis, Southwest defers over- or under-collections of gas costs to PGA balancing accounts. In addition, Southwest uses this mechanism to either refund amounts over-collected or recoup amounts under-collected as compared to the price paid for natural gas during the period since the last PGA rate change went into effect. At ~~June 30, 2022,~~March 31, 2023, the combined balance in the PGA accounts totaled an under-collection of ~~$355 million~~.$970 million. See PGA Filings for more information.

~~In March 2022, Southwest amended the $250 million March 2021 Term Loan, extending the maturity date to March 21, 2023. As noted above, the proceeds were originally used to fund the increased cost~~ The market price of natural gas ~~supply during the month of February 2021 caused by extreme weather conditions in the central U.S. The March 2021 Term Loan was extended~~spiked as a result of numerous market forces including historically low storage levels, unexpected upstream pipeline maintenance events, and cold weather conditions across the ~~current~~western region in the latter part of 2022 and continuing into January 2023. As a result of this increase in pricing, in January 2023, Southwest entered into a 364-day $450 million term loan in order to fund the incremental cost. This indebtedness was repaid in April 2023 (refer to Note 5 – Debt in this Quarterly Report on Form 10-Q). We may be required to incur additional indebtedness in connection with future spikes in natural gas ~~cost environment and management’s funding plans for purchases. At June 30, 2022, there was $225 million outstanding under the March 2021 Term Loan.~~prices as a result of extreme weather events or otherwise.

In March ~~2022,~~2023, Southwest issued ~~$600~~$300 million aggregate principal amount of ~~4.05%~~5.450% Senior ~~Notes at a discount of 0.65%.~~Notes. The notes will mature in March ~~2032.~~2028. Southwest used the net proceeds to ~~redeem $250~~repay amounts outstanding under Southwest’s credit facility and the remainder for general corporate purposes.

In April 2023, Southwest Gas Holdings, Inc. entered into a $550 million ~~3.875% notes due~~Term Loan Credit Agreement that matures in October 2024. Southwest Gas Holdings, Inc. utilized a majority of the proceeds to make an equity contribution to Southwest. On April ~~2022 and~~17, 2023, Southwest utilized the equity contribution to repay, in full, amounts outstanding ~~amounts~~ under its$450 million 364-day term loan entered into in January 2023, with the remainder of the equity contribution used for working capital and general corporate purposes.

Southwest Gas Holdings, Inc. has a credit facility with ~~the remaining net proceeds used~~a borrowing capacity of $300 million that expires in December 2026. This facility is intended for ~~general corporate purposes.~~short-term financing needs. At March 31, 2023, $18 million was outstanding under this facility.

Southwest has a credit facility with a borrowing capacity of $400 million, which expires in April 2025. Southwest designates $150 million of the facility for long-term borrowing needs and the remaining $250 million for working capital purposes. The maximum amount outstanding on the long-term portion of the credit facility (including a commercial paper program) during the first ~~six~~three months of ~~2022 was~~ 2023 wa~~$150 million~~.s $150 million. The maximum amount outstanding on the short-term portion of the credit facility during the first ~~six~~three months of ~~2022~~2023 was $75 million. At March 31, 2023, ~~$85 million. As of June 30, 2022,~~ no borrowings were outstanding on the long-term portion or the short-term ~~or long-term portions~~portion of ~~this credit~~the facility. The ~~credit~~credit facility can be used as necessary to meet liquidity requirements, including temporarily financing under-collected PGA balances, or meeting the refund needs of over-collected balances. The credit facility has generally been adequate for Southwest’s working capital needs outside of funds raised through operations and


			40

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

Southwest has a $50 million commercial paper program. Any issuance under the commercial paper program is supported by Southwest’s current revolving credit facility and, therefore, does not represent additional borrowing capacity. Any borrowing under the commercial paper program ~~during 2022 will be~~is 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, 2022,~~March 31, 2023, there were no borrowings outstanding under this program.

Centuri has a senior secured revolving credit and term loan multi-currency facility. The line of credit portion comprises $400 million; associated amounts borrowed and repaid are available to be re-borrowed. The term loan facility portion provided approximately $1.145 billion in financing. The term loan facility expires on August 27, 2028 and the revolving credit facility expires on August 27, 2026. This multi-currency facility allows the borrower to request loan advances in either Canadian dollars or U.S. dollars. The obligations under the credit agreement are secured by present and future ownership interests in substantially all direct and indirect subsidiaries of Centuri, substantially all of the tangible and intangible personal property of each borrower, certain of their direct and indirect subsidiaries, and all products, profits, and proceeds of the foregoing. Centuri assets securing the facility at ~~June 30, 2022~~March 31, 2023 totaled ~~$2.5~~$2.4 billion. The maximum amount outstanding on the combined facility during the first ~~six~~three months of ~~2022~~2023 was ~~$1.2~~$1.074 billion. As of ~~June 30, 2022, $146~~March 31, 2023, $19 million was outstanding on the revolving credit facility, in addition to ~~$1.01~~$1.003 billion that was outstanding on the term loan portion of the facility. Also at ~~June 30, 2022,~~March 31, 2023, there was approximately $~~190~~312 million, net of letters of credit, available for borrowing under the line of credit.


			48


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

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

~~In November 2021,~~2023, the Company paid down (primarily with proceeds from the MountainWest sale) the remaining balance on the $1.6 billion term loan entered into ~~a $1.6 billion delayed-draw Term Loan Facility that was funded on December 31,~~in November 2021 in connection with the acquisition of MountainWest. This term loan matures on December 30, 2022. There was $1.15 billion outstanding under this Term Loan Facility as of June 30, 2022, included in the total of $1.46 billion of total short-term debt as of June 30, 2022. Current maturities of $41 million on the balance sheet as of that date relate to Centuri. These conditions contributed to a negative working capital position of $707 million as of June 30, 2022, and the Company does not currently have sufficient liquidity or capital resources to repay this debt at maturity without issuing new debt or equity. In March 2022, the Company used net proceeds from the issuance of common stock (see below) to repay a portion of borrowings under the Term Loan Facility. Management intends to pay off the remainder of the Term Loan Facility through the issuance of long-term debt, or extend the Term Loan Facility up to 364 days. However, management maintains the discretion to seek alternative sources, and can provide no assurances as to its ability to refinance this obligation with the intended method or on attractive terms.

In March ~~2022,~~2023, the Company ~~sold,~~issued through a separate prospectus supplement under ~~its~~the Universal Shelf, ~~program,~~ an aggregate of ~~6.325~~4.1 million shares of common stock, ~~with~~at an underwritten public offering price of ~~$74.00~~$60.12 per share, resulting in net proceeds to the Company of ~~$452.2~~$238.4 million, net of ~~the underwriters’~~an underwriter’s discount of ~~$15.8 million.~~$8.3 million and estimated expenses of the offering. The Company used the net proceeds to repay outstanding amounts under the Company’s credit facility, with remaining amounts used to pay a residual portion of ~~the~~amounts outstanding ~~borrowings~~ under the ~~364-day Term Loan Facility that was used to initially fund~~term loan entered into in connection with the MountainWest ~~acquisition.~~acquisition, and the remainder of the proceeds were used for working capital and other general corporate purposes.

In April 2021, the Company entered into a Sales Agency Agreement between the Company and BNY Mellon Capital Markets, LLC and J.P. Morgan Securities LLC (the “Equity Shelf Program”) for the offer and sale of up to $500 million of common stock from time to time in at-the-market offerings under the related prospectus supplement filed with the ~~Securities and Exchange Commission (the “SEC”) the same month.~~SEC. There was no ac ~~activity~~tivity under this multi-year program during the ~~second~~first quarter of ~~2022.~~2023. Net proceeds from the ~~sales~~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, as well as for repayment or repurchase of indebtedness (including amounts outstanding from time to time under the credit facilities, senior notes, ~~Term Loan~~ or ~~future credit facilities)~~other indebtedness), and to provide for working capital. The Company had approximately ~~$341.8~~$341.8 million available under the program as of ~~June 30, 2022.~~

~~During the twelve months ended June 30, 2022,~~ ~~1,251,810~~ ~~shares were issued in at-the-market offerings under the foregoing program at an average price of~~ ~~$70.15~~ ~~per share with gross proceeds of~~ ~~$87.8 million, agent commissions of~~ ~~$0.9 million, and net proceeds of~~ ~~$86.9 million~~ ~~under the equity shelf program noted above.~~March 31, 2023. See Note 4 – Common Stock for more information.

Interest rates for ~~the Company’s Term Loan Facility and~~ Centuri’s ~~credit facility~~term loan contain LIBOR-based rates. Certain LIBOR-based rates were ~~scheduled to be~~ discontinued as a benchmark or reference rate after 2021, while other LIBOR-based rates are scheduled to be discontinued after June 2023. As of ~~June 30, 2022,~~March 31, 2023, the Company had ~~$2.16~~$1.003 billion in aggregate outstanding borrowings under Centuri’s ~~credit facility and the Company’s Term Loan Facility. In order~~term loan facility. The conversion to ~~mitigate the~~an alternate rate is not expected to have a material impact of a LIBOR discontinuance on the Company’s financial condition and results of operations, management will monitor developments and work with lenders, where relevant, to determine the appropriate replacement/alternative reference rate for variable rate debt. At this time the Company can provide no assurances as to the impact a LIBOR discontinuance will have on its financial condition or results of ~~operations. Any~~operations; however, the alternative rate may be less predictable or less attractive than LIBOR.

Forward-Looking Statements

This quarterly report contains statements which constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (“Reform Act”). All statements other than statements of historical fact included or incorporated by reference in this quarterly report are forward-looking statements, including, without limitation, statements regarding the Company’s plans, objectives, goals, intentions, projections, strategies, future events or performance, negotiations, and underlying assumptions. The words “may,” “if,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “continue,” “forecast,” “intend,” “endeavor,” “promote,” “seek,” and similar words and expressions are generally used and intended to identify forward-looking statements. For example, statements regarding plans to ~~review strategic alternatives to maximize stockholder value,~~ refinance near-term maturities, to ~~separate~~spin-off Centuri ~~or other entities~~ from the Company, those regarding operating margin patterns, customer growth, the composition of our customer base, price volatility, seasonal patterns, ~~payment of~~the ability to pay debt, the Company’s COLI strategy, ~~replacement market and new construction market, our intent and ability to complete planned acquisitions~~the magnitude of future acquisition or ~~divestitures and at amounts originally set out, impacts from the COVID-19 pandemic, including on our employees, customers,~~divestiture purchase price true-ups or ~~otherwise, our financial position, revenue, earnings, cash flows, debt covenants, operations, regulatory recovery, work deployment or resumption~~post-closing payments and related ~~uncertainties stemming~~impairments or losses related thereto, estimates regarding contractual commitments for the MountainWest Overthrust Pipeline


			4941


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

rate case settlement, replacement market and new construction market, impacts from ~~this pandemic or otherwise,~~pandemics, including on our employees, customers, business, financial position, earnings, bad debt expense, work deployment and related uncertainties, expected impacts of valuation adjustments associated with any redeemable noncontrolling ~~interest,~~interests, the profitability of storm work, mix of work, or absorption of fixed costs by larger infrastructure services customers including Southwest, the impacts of U.S. tax reform including disposition in any regulatory proceeding and bonus depreciation tax deductions, the impact of recent Pipeline and Hazardous Materials Safety Administration rulemaking, the amounts and timing for completion of estimated future construction expenditures, plans to pursue infrastructure programs or programs under SB 151 legislation, forecasted operating cash flows and results of operations, net earnings impacts or recovery of costs from gas infrastructure replacement and ~~COYL~~VSP programs and surcharges, funding sources of cash requirements, amounts generally expected to be reflected in future period revenues from regulatory rate proceedings including amounts requested or settled from recent and ongoing general rate cases or other regulatory proceedings, rates and surcharges, PGA administration, recovery and ~~recovery,~~timing, and other rate adjustments, sufficiency of working capital and current credit facilities or the ability to cure negative working capital balances, 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 existing at-the-market equity program or otherwise, future ~~dividend~~dividends or increases and the Board’s current ~~target dividend~~ payout ~~ratio,~~strategy, 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, statements regarding future gas prices, gas purchase contracts and pipeline imbalance charges or claims related thereto, recoverability of regulatory assets, the impact of certain legal proceedings or claims, and the timing and results of future rate hearings, including any ongoing or future general rate cases and other proceedings, and ~~the final resolution for recovery of the CDMI-related amounts and balances in any jurisdiction, and~~ statements regarding pending approvals are forward-looking 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, inflation, interest rates and related government actions, sufficiency of labor markets and ability to timely hire qualified employees or similar resources, acquisition and divestiture decisions including prices paid or received, adjustments related thereto, and their impacts to impairments, write-downs, or losses generally, the impacts of ~~COVID-19~~pandemics including that which may result from a ~~continued or resumed~~ restriction by government officials or otherwise, including impacts on employment in our territories, ~~impacts related to supply chains,~~ the health impacts to our customers and employees, ~~due to the virus or virus variants or efficacy of vaccines,~~ the ability to collect on customer accounts due to the suspension or lifted moratorium on late fees or service disconnection or otherwise in any or all jurisdictions, the ability to obtain regulatory recovery of related costs, the ability of the infrastructure services business to ~~resume or continue~~conduct work ~~with all customers~~ and the impact of a delay or termination of work, ~~as a result thereof, the impacts of future restrictions placed on our business by government regulation or otherwise, the impact of a resurgence of the virus or its variants,~~ and decisions of Centuri customers (including Southwest) as to whether to pursue capital projects due to economic impacts resulting from ~~the~~a pandemic or otherwise, the ability to recover and timing thereof related to costs associated with the PGA mechanisms or other regulatory assets or programs, the effects of regulation/deregulation, governmental or regulatory policy regarding pipeline safety, greenhouse gas emissions, natural gas, including potential prohibitions on the use of natural gas by customers or potential customers, including related to electric generation or natural gas appliances, or regarding alternative energy, the regulatory support for ongoing infrastructure programs or expansions, the timing and amount of rate relief, the impact of other regulatory proceedings, including with regard to the MountainWest Overthrust Section 5 rate case before the FERC, the timing and methods determined by regulators to refund amounts to customers resulting from U.S. tax reform, changes in rate design, variability in volume of gas or transportation service sold to customers, changes in gas procurement practices, ~~and prices, impacts of inflation,~~ changes in capital requirements and funding, the impact of credit rating actions and conditions in the capital markets on financing costs, the impact of variable rate indebtedness with ~~or without~~ a discontinuance of LIBOR including in relation to amounts of indebtedness then outstanding, changes in construction expenditures and financing, levels of or changes in operations and maintenance expenses, or other costs, including fuel costs and other costs impacted by inflation or otherwise, geopolitical influences on the business or its costs, effects of pension or other postretirement benefit expense forecasts or plan modifications, accounting changes and regulatory treatment related thereto, currently unresolved and future liability claims and disputes, changes in pipeline capacity for the transportation of gas and related costs, results of Centuri bid work, the impact of weather on Centuri’s operations, projections about acquired business’ earnings, or those that may be planned, ~~(including accretion within the first twelve months or other periods) and~~ future acquisition-related costs, differences between the ~~timing~~actual experience and ~~magnitude of~~projections in costs ~~necessary~~ to integrate ~~and stand up~~or stand-up portions of newly acquired operations, administration, and systems, and the ability to complete stand-up for MountainWest prior to the expiration of the transition services agreement, the ability to attract, hire, and maintain necessary staff and management for our collectivebusiness operations, impacts of changes in the value of any redeemable noncontrolling ~~interest~~interests 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 and impacts from work awarded or failing to be awarded from significant customers (collectively, including from Southwest), or related to significant projects, the mix of work awarded, the amount of work awarded to Centuri following the lifting of work stoppages or reduction, the result of productivity inefficiencies from regulatory requirements, customer supply chain challenges, or otherwise, delays or challenges in commissioning individual projects, acquisitions ~~and divestitures~~ and management’s plans related thereto, the ability of management to


			42

successfully finance, close, and assimilate any acquired businesses, the timing and ability of management to successfully consummate the Centuri spin-off, the impact on our stock price or our credit ratings due to undertaking or failing to undertake acquisition ~~activity~~or divestiture activities or other strategic endeavors, the impact on our stock price, costs, ~~or businesses from the stock rights program,~~ actions or disruptions ofor continuation thereof related to significant ~~shareholders~~stockholders and ~~costs related thereto,~~their activism, competition, our ability to raise capital in external financings, our ability to continue to remain within


			50


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

the ratios and other limits subject to our debt covenants, and ongoing evaluations in regard to goodwill and other intangible assets. In addition, the Company can provide no assurance that its discussions regarding certain trends or plans relating to its financing and operating expenses will continue, proceed as planned, or cease to continue, or fail to be alleviated, 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, ~~2021.~~2022.

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 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 ~~2021~~2022 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, 2022,~~March 31, 2023, management of Southwest Gas Holdings, Inc. and Southwest Gas Corporation, including the Chief Executive Officer and Chief Financial Officer, believes the Company’s and Southwest’s disclosure controls and procedures are effective at attaining the level of reasonable assurance noted above.

There have been no changes in the Company’s or Southwest’s internal 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 ~~2022~~2023 that have materially affected, or are likely to materially affect the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company and Southwest are named as ~~a defendant~~defendants 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~~these legal proceedings individually or in the aggregate will have a material adverse impact on the Company’s or Southwest’s financial position or results of operations. ~~See~~ ~~Contingency~~ ~~withinNote 1 – Background, Organization, and Summary of Significant Accounting Policies~~ ~~for ongoing and dismissed litigation, including litigation filed by certain stockholders and by funds managed by Carl C. Icahn.~~

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

~~Operational Risks~~

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

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


			51


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

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

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

~~ITEMS 2~~ through 3. None.

ITEM 4. MINE SAFETY DISCLOSURES Not applicable.

ITEM 5. OTHER INFORMATION None.


			5243


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

ITEM 6. EXHIBITS

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

Exhibit 4.01

~~Amendment No. 1 to Rights Agreement,~~Fifth Supplemental Indenture, dated ~~May 9, 2022,~~March 23, 2023, by and between Southwest Gas ~~Holdings, Inc.~~Corporation and ~~Equiniti~~The Bank of New York Mellon Trust Company, N.A., as ~~Rights Agent. Incorporated~~Trustee. Incorporated herein by reference to Exhibit ~~4.01~~4.1 to Form 8-K dated ~~May 10, 2022.~~March 21, 2023. File N ~~os. 001-3797~~6Nos. 001-37976 and 001-07850.

Exhibit 4.02

Form of 5.450% Senior Note due 2028 . Incorporated herein by reference to Exhibit 4.2 to Form 8-K dated March 21, 2023. File Nos. 001-37976 and 001-07850.

Exhibit 10.1

~~Cooperation~~Term Loan Credit Agreement, dated as of ~~May 6, 2022,~~April 17, 2023, by and among ~~the Icahn Group and~~ Southwest Gas Holdings, Inc., the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A. as Syndication Agent, JPMorgan Chase Bank, N.A., BofA Securities, Inc., Wells Fargo Bank, N.A. and U.S. Bank, National Association as Joint Lead Arrangers and Joint Bookrunners, and Wells Fargo Bank, N.A. and U.S. Bank, National Association as Co-Documentation Agents. Incorporated herein by reference to Exhibit ~~10.~~110.1 to Form 8-K dated ~~May 10, 2022.~~April 17, 2023. File N ~~os.~~Nos. 001-37976 and 001-07850.

Exhibit 10.2 # **

~~Severance~~Grant Agreement ~~and General Release, dated June 6, 2022, by and between John P. Hester,~~for Time-Lapse Restricted Stock Units Under the Southwest Gas Holdings, Inc. Omnibus Incentive Plan. Incorporated herein by reference to Exhibit 10.1 to Form 8-K dated March 29, 2023. File Nos. 001-37976 and ~~Southwest Gas Corporation.~~001-07850.

Exhibit 10.3 # **

~~Amended~~Performance Share Unit Grant Agreement Under the Southwest Gas Holdings, Inc. Omnibus Incentive Plan (UNI/ROE Shares). Incorporated herein by reference to Exhibit 10.2 to Form 8-K dated March 29, 2023. File Nos. 001-37976 and ~~Restated Award~~001-07850.

Exhibit 10.4

Performance Share Unit Grant Agreement Under the Southwest Gas Holdings, Inc. Omnibus Incentive Plan (EPS/ROE Shares). Incorporated herein by reference to Exhibit 10.3 to Form 8-K dated March 29, 2023. File Nos. 001-37976 and 001-07850.

Exhibit 10.5

Centuri Grant Agreement for Time-Lapse Restricted Stock Units Under the ~~Centuri Group,~~Southwest Gas Holdings, Inc. ~~Long-Term~~Omnibus Incentive ~~Plan~~Plan. Incorporated herein by reference to Exhibit 10.4 to Form 8-K dated March.29, 2023. File Nos. 001-37976 and 001-07850.

Exhibit 10.6

Centuri Performance Share Unit Grant Agreement Under the Southwest Gas Holdings, Inc. Omnibus Incentive Plan. Incorporated herein by reference to Exhibit 10.5 to Form 8-K dated March 29, 2023. File Nos. 001-37976 and 001-07850.

Exhibit 10.7

Amendment No. 2 to the Southwest Gas Holdings, Inc. Credit Facility. Incorporated herein by reference to Exhibit 10.1 to Form 8-K dated April 25, 2023. File Nos. 001-37976 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#

The following materials from the Quarterly Report on Form 10-Q of Southwest Gas Holdings, Inc. and Southwest Gas Corporation for the quarter ended ~~June 30, 2022,~~March 31, 2023, were formatted in Inline XBRL (Extensible Business Reporting Language): (1) Southwest Gas Holdings, Inc. and Subsidiaries Condensed Consolidated Balance Sheets, (ii) Southwest Gas Holdings, Inc. and Subsidiaries Condensed Consolidated Statements of Income, (iii) Southwest Gas Holdings, Inc. and Subsidiaries Condensed Consolidated Statements of Comprehensive Income, (iv) Southwest Gas Holdings, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows, (v) Southwest Gas Holdings, Inc. and Subsidiaries Condensed Consolidated Statements of Equity, (vi) Southwest Gas Corporation and Subsidiaries Condensed Consolidated Balance Sheets, (vii) Southwest Gas Corporation and Subsidiaries Condensed Consolidated Statements of Income, (viii) Southwest Gas Corporation and Subsidiaries Condensed Consolidated Statements of Comprehensive Income, (ix) Southwest Gas Corporation and Subsidiaries Condensed Consolidated Statements of Cash Flows, (x) Southwest Gas Corporation and Subsidiaries Condensed Consolidated Statements of Equity. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

104#

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

# Filed herewith.

** Management Contract or Compensation Plan


			5344


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

SIGNATURES

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



Southwest Gas Holdings, Inc.
(Registrant)

Dated: ~~August~~May 9, ~~2022~~2023



/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)

Dated: ~~August~~May 9, ~~2022~~2023



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


			5445


	Defined Benefit Plans						FSIRS						Foreign Currency Items
(Thousands of dollars)	Before-Tax		Tax (Expense) Benefit (4)		After-Tax		Before-Tax		Tax (Expense) Benefit (4)		After-Tax		Before-Tax		Tax (Expense) Benefit		After-Tax		AOCI
Beginning Balance AOCI December 31, 2021	$	(61,182)	$	14,685	$	(46,497)	$	(545)	$	129	$	(416)	$	152	$	—	$	152	$	(46,761)
Translation adjustments	—		—		—		—		—		—		(1,433)		—		(1,433)		(1,433)
Other comprehensive income (loss) before reclassifications	—		—		—		—		—		—		(1,433)		—		(1,433)		(1,433)
FSIRS amount reclassified from AOCI (1)	—		—		—		545		(129)		416		—		—		—		416
Amortization of prior service cost (2)	88		(22)		66		—		—		—		—		—		—		66
Amortization of net actuarial loss (2)	17,409		(4,178)		13,231		—		—		—		—		—		—		13,231
Regulatory adjustment (3)	(14,536)		3,489		(11,047)		—		—		—		—		—		—		(11,047)
Net current period other comprehensive income (loss) attributable to Southwest Gas Holdings, Inc.	2,961		(711)		2,250		545		(129)		416		(1,433)		—		(1,433)		1,233
Ending Balance AOCI June 30, 2022	$	(58,221)	$	13,974	$	(44,247)	$	—	$	—	$	—	$	(1,281)	$	—	$	(1,281)	$	(45,528)


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

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