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 September 30, 2019

OR

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

Commission         File Number		Exact name of registrant as specified in its charter and principal office address and telephone number				State of Incorporation		I.R.S. Employer Identification No.
001-37976		Southwest Gas Holdings, Inc.				Delaware		81-3881866
		5241 Spring Mountain Road
		Post Office Box 98510
		Las Vegas,	Nevada	89193-8510
		(702)	876-7237
1-7850		Southwest Gas Corporation				California		88-0085720
		5241 Spring Mountain Road
		Post Office Box 98510
		Las Vegas,	Nevada	89193-8510
		(702)	876-7237

Securities registered pursuant to Section 12(b) of the Act:
Title of each class		Trading Symbol		Name of each exchange on which registered
Southwest Gas Holdings, Inc. Common Stock, $1 Par Value		SWX		New York Stock Exchange

Indicate by check mark whether each registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that each registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether each registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that each registrant was required to submit such files).    Yes  ☒    No  ☐

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

Southwest Gas Holdings, Inc.:

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
Emerging growth company		☐

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

Southwest Gas Corporation:

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☐
Emerging growth company		☐

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.  ☐

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, 54,626,240 shares as of October 31, 2019.

All of the outstanding shares of common stock ($1 par value) of Southwest Gas Corporation were held by Southwest Gas Holdings, Inc. as of October 31, 2019.

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).

	1

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SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		September 30, 2019

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

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SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		September 30, 2019

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SOUTHWEST GAS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Thousands of dollars, except par value)

(Unaudited)

		September 30, 2019				December 31, 2018
ASSETS
Utility plant:
Gas plant		$	7,550,855			$	7,134,239
Less: accumulated depreciation		(2,303,864		)		(2,234,029		)
Construction work in progress		288,573				193,028
Net utility plant		5,535,564				5,093,238
Other property and investments		768,685				623,551
Current assets:
Cash and cash equivalents		28,480				85,361
Accounts receivable, net of allowances		434,153				413,926
Accrued utility revenue		35,800				77,200
Income taxes receivable		26,611				14,653
Deferred purchased gas costs		49,804				4,928
Prepaid and other current assets		190,554				243,701
Total current assets		765,402				839,769
Noncurrent assets:
Goodwill		339,948				359,045
Deferred income taxes		896				1,264
Deferred charges and other assets		429,716				440,862
Total noncurrent assets		770,560				801,171
Total assets		$	7,840,211			$	7,357,729
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock, $1 par (authorized - 120,000,000 shares; issued and outstanding - 54,624,090 and 53,026,848 shares)		$	56,254			$	54,656
Additional paid-in capital		1,437,733				1,305,769
Accumulated other comprehensive income (loss), net		(47,775		)		(52,668		)
Retained earnings		977,498				944,285
Total Southwest Gas Holdings, Inc. equity		2,423,710				2,252,042
Noncontrolling interest		—				(452		)
Total equity		2,423,710				2,251,590
Redeemable noncontrolling interest		84,354				81,831
Long-term debt, less current maturities		2,462,116				2,107,258
Total capitalization		4,970,180				4,440,679
Current liabilities:
Current maturities of long-term debt		38,165				33,060
Short-term debt		30,000				152,000
Accounts payable		188,896				248,993
Customer deposits		68,897				67,940
Income taxes payable		1,319				1,083
Accrued general taxes		52,361				43,560
Accrued interest		34,745				21,369
Deferred purchased gas costs		88,030				79,762
Other current liabilities		279,931				290,878
Total current liabilities		782,344				938,645
Deferred income taxes and other credits:
Deferred income taxes and investment tax credits		577,928				529,201
Accumulated removal costs		392,000				383,000
Other deferred credits and other long-term liabilities		1,117,759				1,066,204
Total deferred income taxes and other credits		2,087,687				1,978,405
Total capitalization and liabilities		$	7,840,211			$	7,357,729

The accompanying notes are an integral part of these statements.

	3

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SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		September 30, 2019

SOUTHWEST GAS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)

		Three Months Ended September 30,								Nine Months Ended September 30,								Twelve Months Ended September 30,
		2019				2018				2019				2018				2019				2018
Operating revenues:
Gas operating revenues		$	209,980			$	217,523			$	989,368			$	987,515			$	1,359,581			$	1,354,000
Utility infrastructure services revenues		515,250				450,623				1,282,412				1,105,844				1,698,853				1,479,792
Total operating revenues		725,230				668,146				2,271,780				2,093,359				3,058,434				2,833,792
Operating expenses:
Net cost of gas sold		35,068				49,903				292,854				319,101				393,141				412,307
Operations and maintenance		109,652				105,508				321,190				313,294				414,289				406,137
Depreciation and amortization		75,370				62,156				223,251				185,941				286,522				247,803
Taxes other than income taxes		15,308				15,036				46,640				44,959				61,579				59,580
Utility infrastructure services expenses		451,574				395,862				1,154,238				1,007,485				1,534,442				1,349,862
Total operating expenses		686,972				628,465				2,038,173				1,870,780				2,689,973				2,475,689
Operating income		38,258				39,681				233,607				222,579				368,461				358,103
Other income and (expenses):
Net interest deductions		(27,434		)		(24,548		)		(80,662		)		(70,831		)		(106,502		)		(92,032		)
Other income (deductions)		(1,158		)		889				6,827				(6,151		)		(4,448		)		(6,401		)
Total other income and (expenses)		(28,592		)		(23,659		)		(73,835		)		(76,982		)		(110,950		)		(98,433		)
Income before income taxes		9,666				16,022				159,772				145,597				257,511				259,670
Income tax expense		3,141				3,691				35,031				33,421				63,294				51,098
Net income		6,525				12,331				124,741				112,176				194,217				208,572
Net income (loss) attributable to noncontrolling interests		1,172				—				2,523				(797		)		2,695				(866		)
Net income attributable to Southwest Gas Holdings, Inc.		$	5,353			$	12,331			$	122,218			$	112,973			$	191,522			$	209,438
Basic earnings per share		$	0.10			$	0.25			$	2.26			$	2.31			$	3.60			$	4.30
Diluted earnings per share		$	0.10			$	0.25			$	2.26			$	2.31			$	3.59			$	4.29
Average number of common shares		54,670				49,493				53,996				48,916				53,219				48,728
Average shares (assuming dilution)		54,748				49,553				54,063				48,968				53,287				48,781

The accompanying notes are an integral part of these statements.

	4

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SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		September 30, 2019

SOUTHWEST GAS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Thousands of dollars)

(Unaudited)

		Three Months Ended September 30,								Nine Months Ended September 30,								Twelve Months Ended September 30,
		2019				2018				2019				2018				2019				2018
Net income		$	6,525			$	12,331			$	124,741			$	112,176			$	194,217			$	208,572
Other comprehensive income (loss), net of tax
Defined benefit pension plans:
Net actuarial gain (loss)		—				—				—				—				(15,524		)		(32,701		)
Amortization of prior service cost		241				254				724				762				977				969
Amortization of net actuarial loss		4,442				6,387				13,325				19,161				19,713				23,105
Regulatory adjustment		(4,065		)		(5,746		)		(12,193		)		(17,236		)		(1,214		)		6,021
Net defined benefit pension plans		618				895				1,856				2,687				3,952				(2,606		)
Forward-starting interest rate swaps (“FSIRS”):
Amounts reclassified into net income		635				636				1,906				1,907				2,540				2,426
Net forward-starting interest rate swaps		635				636				1,906				1,907				2,540				2,426
Foreign currency translation adjustments		(447		)		599				1,131				(1,002		)		(877		)		(1,092		)
Total other comprehensive income (loss), net of tax		806				2,130				4,893				3,592				5,615				(1,272		)
Comprehensive income		7,331				14,461				129,634				115,768				199,832				207,300
Comprehensive income (loss) attributable to noncontrolling interests		1,172				—				2,523				(797		)		2,695				(866		)
Comprehensive income attributable to Southwest Gas Holdings, Inc.		$	6,159			$	14,461			$	127,111			$	116,565			$	197,137			$	208,166

The accompanying notes are an integral part of these statements.

	5

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SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		September 30, 2019

SOUTHWEST GAS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Thousands of dollars)

(Unaudited)

		Nine Months Ended September 30,								Twelve Months Ended September 30,
		2019				2018				2019				2018
CASH FLOW FROM OPERATING ACTIVITIES:
Net income		$	124,741			$	112,176			$	194,217			$	208,572
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		223,251				185,941				286,522				247,803
Deferred income taxes		46,099				36,210				60,930				50,190
Changes in current assets and liabilities:
Accounts receivable, net of allowances		(19,615		)		(1,659		)		(33,818		)		(27,276		)
Accrued utility revenue		41,400				43,600				(1,200		)		(500		)
Deferred purchased gas costs		(36,608		)		100,763				(54,797		)		84,282
Accounts payable		(46,079		)		(48,618		)		14,317				(1,886		)
Accrued taxes		(2,841		)		(9,840		)		(4,956		)		(12,417		)
Other current assets and liabilities		74,048				1,245				18,730				(50,002		)
Gains on sale		(3,157		)		(997		)		(3,863		)		(3,741		)
Changes in undistributed stock compensation		6,067				4,686				7,492				6,375
Equity AFUDC		(3,179		)		(1,034		)		(5,772		)		(1,253		)
Changes in other assets and deferred charges		(15,855		)		(10,497		)		(11,096		)		(18,296		)
Changes in other liabilities and deferred credits		(9,786		)		(4,583		)		33,243				(3,747		)
Net cash provided by operating activities		378,486				407,393				499,949				478,104
CASH FLOW FROM INVESTING ACTIVITIES:
Construction expenditures and property additions		(719,386		)		(560,165		)		(925,135		)		(733,816		)
Acquisition of businesses, net of cash acquired		(19,533		)		(4,209		)		(266,697		)		(98,413		)
Changes in customer advances		15,049				11,051				17,461				13,325
Miscellaneous inflows		12,862				3,827				13,376				11,312
Net cash used in investing activities		(711,008		)		(549,496		)		(1,160,995		)		(807,592		)
CASH FLOW FROM FINANCING ACTIVITIES:
Issuance of common stock, net		129,341				92,234				391,509				121,826
Dividends paid		(86,345		)		(74,535		)		(112,050		)		(98,162		)
Issuance of long-term debt, net		482,614				480,993				566,793				783,748
Retirement of long-term debt		(127,175		)		(143,757		)		(221,176		)		(382,486		)
Change in short-term debt		(122,000		)		(183,000		)		(1,500		)		(79,000		)
Principal payments on finance lease obligations		(161		)		(422		)		(387		)		(606		)
Withholding remittance - share-based compensation		(1,858		)		(2,880		)		(2,088		)		(2,880		)
Other		1,167				(1,121		)		(456		)		(3,091		)
Net cash provided by financing activities		275,583				167,512				620,645				339,349
Effects of currency translation on cash and cash equivalents		58				139				(289		)		157
Change in cash and cash equivalents		(56,881		)		25,548				(40,690		)		10,018
Cash and cash equivalents at beginning of period		85,361				43,622				69,170				59,152
Cash and cash equivalents at end of period		$	28,480			$	69,170			$	28,480			$	69,170
Supplemental information:
Interest paid, net of amounts capitalized		$	62,165			$	49,568			$	99,159			$	75,740
Income taxes paid (received)		$	371			$	18,261			$	(16,669	)		$	20,247

The accompanying notes are an integral part of these statements.

	6

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SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		September 30, 2019

SOUTHWEST GAS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In thousands, except per share amounts)

(Unaudited)

			Three Months Ended September 30,								Nine Months Ended September 30,
			2019				2018				2019				2018
Common stock shares
	Beginning balances		54,321				49,126				53,026				48,090
		Common stock issuances	303				297				1,598				1,333
	Ending balances		54,624				49,423				54,624				49,423
Common stock amount
	Beginning balances		$	55,951			$	50,756			$	54,656			$	49,720
		Common stock issuances	303				297				1,598				1,333
	Ending balances		56,254				51,053				56,254				51,053
Additional paid-in capital
	Beginning balances		1,409,923				1,021,508				1,305,769				955,332
		Common stock issuances	27,810				24,332				132,416				93,218
		Change in ownership of noncontrolling interest	—				—				(452		)		(2,710		)
	Ending balances		1,437,733				1,045,840				1,437,733				1,045,840
Accumulated other comprehensive income (loss)
	Beginning balances		(48,581		)		(55,520		)		(52,668		)		(47,682		)
		Foreign currency exchange translation adjustment	(447		)		599				1,131				(1,002		)
		Net actuarial gain (loss) arising during period, less amortization of unamortized benefit plan cost, net of tax	618				895				1,856				2,687
		FSIRS amounts reclassified to net income, net of tax	635				636				1,906				1,907
		Reclassification of excess deferred taxes	—				—				—				(9,300		)
	Ending balances		(47,775		)		(53,390		)		(47,775		)		(53,390		)
Retained earnings
	Beginning balances		1,002,070				916,275				944,285				857,398
		Net income	5,353				12,331				122,218				112,973
		Dividends declared	(29,925		)		(25,876		)		(89,005		)		(76,941		)
		Reclassification of excess deferred taxes	—				—				—				9,300
	Ending balances		977,498				902,730				977,498				902,730
Total Southwest Gas Holdings, Inc. equity ending balances			2,423,710				1,946,233				2,423,710				1,946,233
Noncontrolling interest
	Beginning balances		—				(452		)		(452		)		(2,365		)
		Net income (loss)	—				—				—				(797		)
		Change in ownership of noncontrolling interest	—				—				452				2,710
	Ending balances		—				(452		)		—				(452		)
Total equity ending balances			$	2,423,710			$	1,945,781			$	2,423,710			$	1,945,781
Dividends declared per common share			$	0.545			$	0.52			$	1.635			$	1.56

The accompanying notes are an integral part of these statements.

	7

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SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		September 30, 2019

SOUTHWEST GAS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Thousands of dollars)

(Unaudited)

		September 30, 2019				December 31, 2018
ASSETS
Utility plant:
Gas plant		$	7,550,855			$	7,134,239
Less: accumulated depreciation		(2,303,864		)		(2,234,029		)
Construction work in progress		288,573				193,028
Net utility plant		5,535,564				5,093,238
Other property and investments		127,774				116,146
Current assets:
Cash and cash equivalents		16,811				31,962
Accounts receivable, net of allowances		73,530				140,057
Accrued utility revenue		35,800				77,200
Income taxes receivable		26,663				13,444
Deferred purchased gas costs		49,804				4,928
Prepaid and other current assets		171,402				229,562
Total current assets		374,010				497,153
Noncurrent assets:
Goodwill		10,095				10,095
Deferred charges and other assets		410,512				424,952
Total noncurrent assets		420,607				435,047
Total assets		$	6,457,955			$	6,141,584
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock		$	49,112			$	49,112
Additional paid-in capital		1,194,745				1,065,242
Accumulated other comprehensive income (loss), net		(45,287		)		(49,049		)
Retained earnings		731,036				717,155
Total equity		1,929,606				1,782,460
Long-term debt, less current maturities		2,115,870				1,818,669
Total capitalization		4,045,476				3,601,129
Current liabilities:
Short-term debt		30,000				152,000
Accounts payable		94,130				184,982
Customer deposits		68,897				67,940
Accrued general taxes		52,361				43,560
Accrued interest		34,623				20,243
Deferred purchased gas costs		88,030				79,762
Payable to parent		270				472
Other current liabilities		114,893				94,136
Total current liabilities		483,204				643,095
Deferred income taxes and other credits:
Deferred income taxes and investment tax credits, net		527,544				490,458
Accumulated removal costs		392,000				383,000
Other deferred credits and other long-term liabilities		1,009,731				1,023,902
Total deferred income taxes and other credits		1,929,275				1,897,360
Total capitalization and liabilities		$	6,457,955			$	6,141,584

The accompanying notes are an integral part of these statements.

	8

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SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		September 30, 2019

SOUTHWEST GAS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Thousands of dollars)

(Unaudited)

		Three Months Ended September 30,								Nine Months Ended September 30,								Twelve Months Ended September 30,
		2019				2018				2019				2018				2019				2018
Gas operating revenues		$	209,980			$	217,523			$	989,368			$	987,515			$	1,359,581			$	1,354,000
Operating expenses:
Net cost of gas sold		35,068				49,903				292,854				319,101				393,141				412,307
Operations and maintenance		109,039				104,657				319,572				312,055				412,330				404,549
Depreciation and amortization		52,372				47,924				159,327				145,549				205,594				193,828
Taxes other than income taxes		15,308				15,036				46,640				44,959				61,579				59,580
Total operating expenses		211,787				217,520				818,393				821,664				1,072,644				1,070,264
Operating income (loss)		(1,807		)		3				170,975				165,851				286,937				283,736
Other income and (expenses):
Net interest deductions		(23,619		)		(20,399		)		(70,063		)		(59,803		)		(92,000		)		(77,914		)
Other income (deductions)		(1,353		)		836				6,185				(5,861		)		(5,194		)		(6,425		)
Total other income and (expenses)		(24,972		)		(19,563		)		(63,878		)		(65,664		)		(97,194		)		(84,339		)
Income (loss) before income taxes		(26,779		)		(19,560		)		107,097				100,187				189,743				199,397
Income tax expense (benefit)		(6,767		)		(5,890		)		20,351				20,886				43,456				45,714
Net income (loss)		$	(20,012	)		$	(13,670	)		$	86,746			$	79,301			$	146,287			$	153,683

The accompanying notes are an integral part of these statements.

	9

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SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		September 30, 2019

SOUTHWEST GAS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Thousands of dollars)

(Unaudited)

		Three Months Ended September 30,								Nine Months Ended September 30,								Twelve Months Ended September 30,
		2019				2018				2019				2018				2019				2018
Net income (loss)		$	(20,012	)		$	(13,670	)		$	86,746			$	79,301			$	146,287			$	153,683
Other comprehensive income (loss), net of tax
Defined benefit pension plans:
Net actuarial gain (loss)		—				—				—				—				(15,524		)		(32,701		)
Amortization of prior service cost		241				254				724				762				977				969
Amortization of net actuarial loss		4,442				6,387				13,325				19,161				19,713				23,105
Regulatory adjustment		(4,065		)		(5,746		)		(12,193		)		(17,236		)		(1,214		)		6,021
Net defined benefit pension plans		618				895				1,856				2,687				3,952				(2,606		)
Forward-starting interest rate swaps (“FSIRS”):
Amounts reclassified into net income		635				636				1,906				1,907				2,540				2,426
Net forward-starting interest rate swaps		635				636				1,906				1,907				2,540				2,426
Total other comprehensive income (loss), net of tax		1,253				1,531				3,762				4,594				6,492				(180		)
Comprehensive income (loss)		$	(18,759	)		$	(12,139	)		$	90,508			$	83,895			$	152,779			$	153,503

The accompanying notes are an integral part of these statements.

	10

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SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		September 30, 2019

SOUTHWEST GAS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Thousands of dollars)

(Unaudited)

		Nine Months Ended September 30,								Twelve Months Ended September 30,
		2019				2018				2019				2018
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income		$	86,746			$	79,301			$	146,287			$	153,683
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		159,327				145,549				205,594				193,828
Deferred income taxes		35,899				33,239				45,659				55,787
Changes in current assets and liabilities:
Accounts receivable, net of allowances		66,527				49,654				(3,436		)		(2,066		)
Accrued utility revenue		41,400				43,600				(1,200		)		(500		)
Deferred purchased gas costs		(36,608		)		100,763				(54,797		)		84,282
Accounts payable		(77,311		)		(53,217		)		(686		)		(2,700		)
Accrued taxes		(4,419		)		(16,026		)		(7,125		)		(9,735		)
Other current assets and liabilities		87,869				(35,154		)		31,579				(81,333		)
Changes in undistributed stock compensation		4,710				4,269				5,796				5,558
Equity AFUDC		(3,179		)		(1,034		)		(5,772		)		(1,253		)
Changes in other assets and deferred charges		(21,098		)		(11,025		)		(17,122		)		(19,082		)
Changes in other liabilities and deferred credits		(10,357		)		7,550				19,762				8,208
Net cash provided by operating activities		329,506				347,469				364,539				384,677
CASH FLOW FROM INVESTING ACTIVITIES:
Construction expenditures and property additions		(587,405		)		(486,037		)		(784,237		)		(651,022		)
Changes in customer advances		15,049				11,051				17,461				13,325
Miscellaneous inflows (outflows)		(51		)		1,316				(1,353		)		1,650
Net cash used in investing activities		(572,407		)		(473,670		)		(768,129		)		(636,047		)
CASH FLOW FROM FINANCING ACTIVITIES:
Contributions from parent		126,186				90,644				149,091				120,344
Dividends paid		(71,000		)		(65,000		)		(93,000		)		(86,000		)
Issuance of long-term debt, net		297,222				297,495				297,222				297,495
Change in short-term debt		(122,000		)		(182,000		)		21,000				(74,000		)
Withholding remittance - share-based compensation		(1,857		)		(2,880		)		(2,087		)		(2,880		)
Other		(801		)		(939		)		(890		)		(991		)
Net cash provided by financing activities		227,750				137,320				371,336				253,968
Change in cash and cash equivalents		(15,151		)		11,119				(32,254		)		2,598
Cash and cash equivalents at beginning of period		31,962				37,946				49,065				46,467
Cash and cash equivalents at end of period		$	16,811			$	49,065			$	16,811			$	49,065
Supplemental information:
Interest paid, net of amounts capitalized		$	51,720			$	42,986			$	82,539			$	67,025
Income taxes paid (received)		$	(22	)		$	11,286			$	(17,164	)		$	3,428

The accompanying notes are an integral part of these statements.

	11

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SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		September 30, 2019

SOUTHWEST GAS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In thousands)

(Unaudited)

			Three Months Ended September 30,								Nine Months Ended September 30,
			2019				2018				2019				2018
Common stock shares
	Beginning and ending balances		47,482				47,482				47,482				47,482
Common stock amount
	Beginning and ending balances		$	49,112			$	49,112			$	49,112			$	49,112
Additional paid-in capital
	Beginning balances		1,169,549				1,006,065				1,065,242				948,767
		Share-based compensation	1,102				1,197				3,317				1,899
		Contributions from Southwest Gas Holdings, Inc.	24,094				34,048				126,186				90,644
	Ending balances		1,194,745				1,041,310				1,194,745				1,041,310
Accumulated other comprehensive income (loss)
	Beginning balances		(46,540		)		(53,310		)		(49,049		)		(47,073		)
		Net actuarial gain (loss) arising during period, less amortization of unamortized benefit plan cost, net of tax	618				895				1,856				2,687
		FSIRS amounts reclassified to net income, net of tax	635				636				1,906				1,907
		Reclassification of excess deferred taxes	—				—				—				(9,300		)
	Ending balances		(45,287		)		(51,779		)		(45,287		)		(51,779		)
Retained earnings
	Beginning balances		776,101				717,126				717,155				659,193
		Net income (loss)	(20,012		)		(13,670		)		86,746				79,301
		Share-based compensation	(153		)		(172		)		(465		)		(510		)
		Dividends declared to Southwest Gas Holdings, Inc.	(24,900		)		(22,000		)		(72,400		)		(66,000		)
		Reclassification of excess deferred taxes	—				—				—				9,300
	Ending balances		731,036				681,284				731,036				681,284
Total Southwest Gas Corporation equity ending balances			$	1,929,606			$	1,719,927			$	1,929,606			$	1,719,927

The accompanying notes are an integral part of these statements.

	12

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SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		September 30, 2019

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

Nature of Operations. Southwest Gas Holdings, Inc. is a holding company, owning all of the shares of common stock of Southwest Gas Corporation (“Southwest” or the “natural gas operations” segment) and all of the shares of common stock of Centuri Group, Inc. (“Centuri,” or the “utility infrastructure services” segment). At the annual meeting of shareholders of Southwest Gas Holdings, Inc., held on May 2, 2019, shareholders voted to approve changing the state of incorporation for Southwest Gas Holdings, Inc. from California to Delaware. The reincorporation became effective September 20, 2019.

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

Centuri is a comprehensive utility infrastructure services enterprise dedicated to delivering a diverse array of solutions to North America’s gas and electric providers. Centuri derives revenue from installation, replacement, repair, and maintenance of energy distribution systems, and developing industrial construction solutions. Centuri operations are generally conducted under the business names of NPL Construction Co. (“NPL”), NPL Canada Ltd. (“NPL Canada”), New England Utility Constructors, Inc. (“Neuco”), and Linetec Services, LLC (“Linetec”). Utility infrastructure services activity is seasonal in most of Centuri’s operating areas. Peak periods are the summer and fall months in colder climate areas, such as the northeastern and midwestern United States (“U.S.”) and in Canada. In warmer climate areas, such as the southwestern and southeastern U.S., utility infrastructure services activity continues year round. In November 2017, Centuri acquired Neuco, thereby expanding its core services in the northeast region of the U.S. Additionally, in November 2018, Centuri expanded its operations in the southeast region of the U.S. through the acquisition of an 80% interest in Linetec. See Note 12 – Business Acquisitions for more information.

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

The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In the opinion of management, all adjustments, consisting of normal recurring items and estimates necessary for a fair depiction of results for the interim periods, have been made. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the 2018 Annual Report to Shareholders, which is incorporated by reference into the 2018 Form 10-K.

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

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

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

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

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

	13

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SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		September 30, 2019

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

Other Property and Investments. Other property and investments on the Condensed Consolidated Balance Sheets includes (thousands of dollars):

	September 30, 2019				December 31, 2018
Southwest Gas Corporation:
Net cash surrender value of COLI policies	$	126,142			$	114,405
Other property	1,632				1,741
Total Southwest Gas Corporation	127,774				116,146
Centuri property, equipment, and intangibles	968,013				792,191
Centuri accumulated depreciation/amortization	(345,113		)		(298,939		)
Other property	18,011				14,153
Total Southwest Gas Holdings, Inc.	$	768,685			$	623,551

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.

Cash and Cash Equivalents. For purposes of reporting consolidated cash flows, cash and cash equivalents include cash on hand and financial instruments with original maturities of three months or less. Such investments are carried at cost, which approximates market value. Cash and cash equivalents for Southwest and the Company also include money market fund investments totaling approximately $1.5 million and $10.2 million, respectively, at September 30, 2019, and $18 million and $59.9 million, respectively, at December 31, 2018, which fall within Level 2 of the fair value hierarchy, due to the asset valuation methods used by money market funds.

Typical non-cash investing activities for Southwest include customer advances applied as contributions toward utility construction activity and capital expenditures that were not paid as of quarter end that are included in accounts payable. Amounts related to such activities were immaterial for the periods presented herein. Non-cash investing activities for the twelve months ended September 30, 2019 included $26.2 million of purchase consideration related to the Linetec acquisition by Centuri, in the form of liabilities incurred that remained unpaid as of September 30, 2019; such amounts are included in Other current liabilities on the Condensed Consolidated Balance Sheets of the Company. Also, see Recent Accounting Standards Updates and Note 4 – Leases for information related to right-of-use assets obtained in exchange for lease liabilities, which are non-cash investing and financing activities.

Intercompany Transactions. Centuri recognizes revenues generated from contracts with Southwest (see Note 10 – Segment Information). Centuri’s accounts receivable for these services are presented in the table below (thousands of dollars):

	September 30, 2019				December 31, 2018
Centuri accounts receivable for services provided to Southwest	$	16,757			$	18,830

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

Income Taxes. In 2017, the Tax Cuts and Jobs Act (the “TCJA”) was enacted. The TCJA had significant impacts on the taxation of business entities, including specific provisions related to regulated public utilities. The more significant changes that impacted the Company and Southwest include the reduction in the corporate federal income tax rate from 35% to 21%, and limiting the utilization of net operating losses (“NOLs”) to 80% of taxable income, with the ability to indefinitely carryforward unutilized NOLs to reduce future taxable income.

Prepaid and Other Current Assets. Prepaid and other current assets includes gas pipe materials and operating supplies of $59 million at September 30, 2019 and $56 million at December 31, 2018 (carried at weighted average cost), in addition to $47 million at September 30, 2019 and $74 million at December 31, 2018 related to a regulatory asset associated with the Arizona decoupling mechanism (an alternative revenue program).

	14

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SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		September 30, 2019

Goodwill. Goodwill is assessed as of October 1st each year for impairment, or more frequently, if circumstances indicate an impairment to the carrying value of goodwill may have occurred. Management of the Company and Southwest considered its reporting units and segments and determined that its segments and reporting units remain consistent between periods presented below, and that no change was necessary with regard to the level at which goodwill is assessed for impairment. No impairment was deemed to have occurred in the first nine months of 2019.

(Thousands of dollars)	Natural Gas Operations				Utility Infrastructure Services				Total Company
December 31, 2018	$	10,095			$	348,950			$	359,045
Measurement-period adjustments - Linetec acquisition (a)	—				(22,179		)		(22,179		)
Foreign currency translation adjustment	—				3,082				3,082
September 30, 2019	$	10,095			$	329,853			$	339,948

(a) See Note 12 – Business Acquisitions for details regarding Linetec measurement-period adjustments.

Other Current Liabilities. Other current liabilities for Southwest include $24.9 million and $23.5 million of dividends declared by Southwest Gas Corporation, but not yet paid to Southwest Gas Holdings, Inc. at September 30, 2019 and December 31, 2018, respectively. In addition, the balances in both periods include amounts payable under regulatory mechanisms in the next twelve months and miscellaneous other accrued liabilities. Amounts included in the Condensed Consolidated Balance Sheets of Southwest Gas Holdings, Inc. for both periods reflect unremitted consideration then outstanding associated with the business acquisition of Linetec.

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

	Three Months Ended								Nine Months Ended								Twelve Months Ended
	September 30,								September 30,								September 30,
	2019				2018				2019				2018				2019				2018
Southwest Gas Corporation - natural gas operations segment:
Change in COLI policies	$	200			$	4,700			$	11,200			$	6,000			$	2,000			$	9,500
Interest income	1,521				1,506				4,940				4,301				6,659				5,237
Equity AFUDC	1,212				448				3,179				1,034				5,772				1,253
Other components of net periodic benefit cost	(3,765		)		(5,265		)		(11,295		)		(15,794		)		(16,560		)		(20,650		)
Miscellaneous income and (expense)	(521		)		(553		)		(1,839		)		(1,402		)		(3,065		)		(1,765		)
Southwest Gas Corporation - total other income (deductions)	(1,353		)		836				6,185				(5,861		)		(5,194		)		(6,425		)
Utility infrastructure services segment:
Interest income	—				4				—				6				82				7
Foreign transaction gain (loss)	(6		)		(91		)		546				258				66				144
Miscellaneous income and (expense)	177				125				23				(595		)		514				(175		)
Centuri - total other income (deductions)	171				38				569				(331		)		662				(24		)
Corporate and administrative	24				15				73				41				84				48
Consolidated Southwest Gas Holdings, Inc. - total other income (deductions)	$	(1,158	)		$	889			$	6,827			$	(6,151	)		$	(4,448	)		$	(6,401	)

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

	15

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SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		September 30, 2019

Recent Accounting Standards Updates.

Accounting pronouncements adopted in 2019:

In February 2016, the Financial Accounting Standards Board (“FASB”) issued the update “Leases (Topic 842).” Under the update, lessees were required to recognize a lease liability for the obligation to make lease payments, measured on a discounted basis; and a right-of-use asset for the right to use, or control the use of, a specified asset for the lease term. The Company and Southwest adopted Topic 842 in the first quarter of 2019 through an optional transition method, which was elected, permitting the application of the provisions of the standard at the adoption date, rather than to earlier comparative periods. As a result, the Company and Southwest have not recast prior periods to reflect the adoption of this standard. See Note 4 – Leases.

Accounting pronouncements that will be effective after 2019:

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13 update “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The update requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The inputs currently used to estimate credit losses will still be used; however, they may be adapted to reflect the full amount of expected losses. The update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All entities may adopt the amendments in this update earlier as of fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Management is evaluating what impact, if any, this update might have on the Company’s and Southwest’s consolidated financial statements and disclosures.

In January 2017, the FASB issued ASU 2017-04 “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” Under the update, an entity will apply a one-step quantitative test as opposed to a two-step test as currently required, and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment. The amount of any goodwill impairment calculated under the update could vary from the calculation under existing guidance, largely due to the consideration to be given to unrecognized differences between the fair value and carrying values of the other assets and liabilities in the reporting unit under the new guidance. The amendments should be applied on a prospective basis. The update is effective for fiscal and interim periods beginning after December 15, 2019. Early adoption has been permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. Management is evaluating the impacts this update might have on the Company’s and Southwest’s consolidated financial statements and disclosures.

In August 2018, the FASB issued ASU 2018-15 “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” The update generally aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement (that is a service contract) with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. Once capitalized, the update requires the entity to expense the amount capitalized over the term of the hosting arrangement, including reasonably certain renewal periods. The update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the amendments in this update is permitted for interim and related annual fiscal periods after December 15, 2018. Management is evaluating the impacts this update might have on the Company’s and Southwest’s consolidated financial statements and disclosures.

In August 2018, the FASB issued ASU 2018-14 “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans.” This update removes disclosures that are no longer considered cost-beneficial, clarifies the specific requirements of disclosures, and adds disclosure requirements identified as relevant. The update applies to all employers that sponsor defined benefit pension or other postretirement plans. The update is effective for fiscal years ending after December 15, 2020. Upon adoption, the Company and Southwest will modify their disclosures to conform to the requirements of the update.

In August 2018, the FASB issued ASU 2018-13 “Fair Value Measurement: Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement.” The update modifies the disclosure requirements on fair value measurements in Topic 820. The update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Upon adoption, the Company and Southwest will modify their disclosures to conform to the requirements of the update, as applicable.

	16

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SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		September 30, 2019

Note 2 – Components of Net Periodic Benefit Cost

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

The service cost component of net periodic benefit costs included in the table below are components of an overhead loading process associated with the cost of labor. The overhead process ultimately results in allocation of that portion of overall net periodic benefit costs to the same accounts to which productive labor is charged. As a result, service costs become components of various accounts, primarily operations and maintenance expense, net utility plant, and deferred charges and other assets for both the Company and Southwest. The other components of net periodic benefit cost are reflected in Other income (deductions) on the Condensed Consolidated Statements of Income of each entity.

	Qualified Retirement Plan
	Period Ended September 30,
	Three Months								Nine Months								Twelve Months
	2019				2018				2019				2018				2019				2018
(Thousands of dollars)
Service cost	$	6,466			$	7,139			$	19,398			$	21,417			$	26,536			$	27,265
Interest cost	12,252				11,043				36,755				33,130				47,799				44,652
Expected return on plan assets	(15,061		)		(14,689		)		(45,183		)		(44,066		)		(59,872		)		(57,865		)
Amortization of net actuarial loss	5,589				8,029				16,767				24,086				24,796				30,087
Net periodic benefit cost	$	9,246			$	11,522			$	27,737			$	34,567			$	39,259			$	44,139
	SERP
	Period Ended September 30,
	Three Months								Nine Months								Twelve Months
	2019				2018				2019				2018				2019				2018
(Thousands of dollars)
Service cost	$	66			$	61			$	199			$	183			$	261			$	260
Interest cost	440				415				1,320				1,244				1,734				1,714
Amortization of net actuarial loss	255				375				765				1,126				1,141				1,486
Net periodic benefit cost	$	761			$	851			$	2,284			$	2,553			$	3,136			$	3,460
	PBOP
	Period Ended September 30,
	Three Months								Nine Months								Twelve Months
	2019				2018				2019				2018				2019				2018
(Thousands of dollars)
Service cost	$	319			$	368			$	957			$	1,105			$	1,325			$	1,472
Interest cost	761				687				2,285				2,061				2,972				2,869
Expected return on plan assets	(789		)		(929		)		(2,367		)		(2,789		)		(3,296		)		(3,629		)
Amortization of prior service costs	318				334				953				1,002				1,286				1,336
Net periodic benefit cost	$	609			$	460			$	1,828			$	1,379			$	2,287			$	2,048

	17

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SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		September 30, 2019

Note 3 – Revenue

The following information about the Company’s revenues is presented by segment. Southwest encompasses one segment – natural gas operations.

Natural Gas Operations Segment:

Gas operating revenues on the Condensed Consolidated Statements of Income of both the Company and Southwest include revenue from contracts with customers, which is shown below, disaggregated by customer type, and various categories of revenue:

	Three Months Ended								Nine Months Ended								Twelve Months Ended
	September 30,								September 30,								September 30,
(Thousands of dollars)	2019				2018				2019				2018				2019				2018
Residential	$	124,169			$	120,249			$	706,270			$	631,562			$	961,928			$	864,128
Small commercial	39,725				40,020				179,519				183,616				250,986				253,330
Large commercial	10,945				11,360				36,030				39,934				49,288				54,462
Industrial/other	3,837				5,390				15,728				17,391				21,826				23,899
Transportation	21,580				19,818				68,297				64,591				90,696				88,115
Revenue from contracts with customers	200,256				196,837				1,005,844				937,094				1,374,724				1,283,934
Alternative revenue program revenues (deferrals)	7,957				9,094				(23,196		)		46,696				(23,913		)		67,017
Other revenues (a)	1,767				11,592				6,720				3,725				8,770				3,049
Total Gas operating revenues	$	209,980			$	217,523			$	989,368			$	987,515			$	1,359,581			$	1,354,000

(a) Comprised of various other revenue impacts, including $(0.8) million during the three months, and $(3.7) million for the nine and twelve months ending September 30, 2019, respectively; and, $(1) million during the three months, and $(13.5) million in both the nine and twelve months ending September 30, 2018 related to tax reform savings reserves/adjustments.

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:

(Thousands of dollars)	Three Months Ended								Nine Months Ended								Twelve Months Ended
	September 30,								September 30,								September 30,
	2019				2018				2019				2018				2019				2018
Service Types:
Gas infrastructure services	$	364,241			$	355,721			$	885,950			$	849,615			$	1,160,017			$	1,145,629
Electric power infrastructure services	70,610				4,666				184,277				14,062				202,844				19,304
Other	80,399				90,236				212,185				242,167				335,992				314,859
Total Utility infrastructure services revenues	$	515,250			$	450,623			$	1,282,412			$	1,105,844			$	1,698,853			$	1,479,792

(Thousands of dollars)	Three Months Ended								Nine Months Ended								Twelve Months Ended
	September 30,								September 30,								September 30,
	2019				2018				2019				2018				2019				2018
Contract Types:
Master services agreement	$	410,283			$	348,274			$	1,021,798			$	832,813			$	1,291,397			$	1,101,216
Bid contract	104,967				102,349				260,614				273,031				407,456				378,576
Total Utility infrastructure services revenues	$	515,250			$	450,623			$	1,282,412			$	1,105,844			$	1,698,853			$	1,479,792
Unit price contracts	$	415,404			$	368,918			$	1,006,577			$	948,593			$	1,316,404			$	1,286,059
Fixed price contracts	37,539				45,461				80,503				44,911				152,890				31,487
Time and materials contracts	62,307				36,244				195,332				112,340				229,559				162,246
Total Utility infrastructure services revenues	$	515,250			$	450,623			$	1,282,412			$	1,105,844			$	1,698,853			$	1,479,792

	18

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SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		September 30, 2019

The following table provides information about contracts receivable and revenue earned on contracts in progress in excess of billings (contract asset), which are both included within Accounts receivable, net of allowances, as well as amounts billed in excess of revenue earned on contracts (contract liability), which are included in Other current liabilities as of September 30, 2019 and December 31, 2018 on the Company’s Condensed Consolidated Balance Sheets:

(Thousands of dollars)	September 30, 2019				December 31, 2018
Contracts receivable, net	$	238,678			$	186,249
Revenue earned on contracts in progress in excess of billings	121,854				87,520
Amounts billed in excess of revenue earned on contracts	6,136				4,211

The revenue earned on contracts in progress in excess of billings (contract asset) primarily relates to Centuri’s rights to consideration for work completed but not billed and/or approved 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 relates 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, 2018 to September 30, 2019 is due to revenue recognized of $4.2 million that was included in this item as of January 1, 2019, after which time it became earned and the balance was reduced, and to increases due to cash received, net of revenue recognized during the period related to contracts that commenced during the period.

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

As of September 30, 2019, Centuri has 53 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 September 30, 2019 was $103.3 million. Centuri expects to recognize the remaining performance obligations over approximately the next 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)	September 30, 2019				December 31, 2018
Billed on completed contracts and contracts in progress	$	238,117			$	184,100
Other receivables	1,156				2,588
Contracts receivable, gross	239,273				186,688
Allowance for doubtful accounts	(595		)		(439		)
Contracts receivable, net	$	238,678			$	186,249

	19

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SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		September 30, 2019

Note 4 – Leases

The Company and Southwest adopted FASB Topic 842 as of January 1, 2019. In association with the adoption, the Company recorded adjustments to its Condensed Consolidated Balance Sheet to record right-of-use (“ROU”) assets and lease liabilities of $58.4 million and $60.8 million, respectively. Included in those amounts, Southwest recorded $1.9 million related to both its ROU assets and lease liabilities. Neither the Company nor Southwest experienced a material impact to the Condensed Consolidated Statements of Income from the adoption and no cumulative-effect adjustment to the opening balance of retained earnings was recognized. Management elected to adopt the standard under the optional transition method (refer to Recent Accounting Standards Updates in Note 1 – Background, Organization, and Summary of Significant Accounting Policies), and elected the following Topic 842 practical expedients and accounting policy elections:

•

To use the “package”, which is a set of three practical expedients that must be elected as a package and applied consistently to all of Southwest’s and Centuri’s leases. These include: not reassessing whether any expired or existing contracts are or contain leases; not reassessing the lease classification for expired or existing leases (that is, existing operating and capital leases in accordance with current lease guidance will in each case be classified as operating and finance leases, respectively, under the updated guidance); and not reassessing initial direct costs for any existing leases.

•	To utilize the practical expedient to exclude all easements in place prior to January 1, 2019 from treatment under Topic 842. However, Southwest will evaluate new easements entered into after the effective date of the standard to determine if the arrangements should be accounted for as leases.

•	To make an accounting policy election by asset class to include both the lease and non-lease components (as defined in the guidance) as a single component.

•	To make an accounting policy election to not apply Topic 842 to short-term leases, as permitted.

•	To not elect to use hindsight in determining the lease term and in assessing impairment of ROU assets.

•	To utilize a portfolio approach to effectively account for the operating lease ROU assets and liabilities with regard to certain equipment leases at Centuri.

Southwest and Centuri determine if an arrangement is a lease at inception. ROU assets represent the right to use an underlying asset for the lease term; lease liabilities represent obligations to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of Southwest’s and Centuri’s leases do not provide an implicit interest rate, an incremental borrowing rate based on information available at commencement is used in determining the present value of lease payments; an implicit rate, if readily determinable, is used. Lease terms utilized in the computations may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised.

Southwest’s leases are comprised primarily of operating leases of buildings, land, and equipment. Southwest has no finance leases and no significant short-term leases. Southwest’s leases have a remaining term of 1 to 10 years, some of which include options to extend the lease up to 3 years. Southwest is currently not a lessor in any significant lease arrangements. Southwest’s ROU assets are included in Gas plant, and its lease liabilities are included in, depending upon maturity, Other current liabilities or Other deferred credits and other long-term liabilities on the Company’s and Southwest’s Condensed Consolidated Balance Sheets as of September 30, 2019.

Centuri has operating and finance leases for corporate and field offices, construction equipment, and transportation vehicles. Centuri is currently not a lessor in any significant lease arrangements. Centuri’s leases have remaining lease terms of up to 19 years. Some of these include options to extend the leases, generally for optional terms of up to 5 years, and some include options to terminate the leases within 1 year. Centuri’s equipment leases may include variable payment terms in addition to the fixed lease payments if machinery is used in excess of the standard work periods. These variable payments are not probable of occurring under the current operating environment and have not been included in consideration of lease payments. Short-term leases of Centuri are not accounted for under the provisions of Topic 842, as permitted. Due to the seasonality of Centuri’s business, expense for short-term leases will fluctuate throughout the year with higher expense incurred during the warmer months. As of September 30, 2019 Centuri executed lease agreements that had not yet commenced. These lease agreements primarily relate to real estate leases that have terms ranging from December 2019 through August 2032. Total future lease payments over the lease terms are approximately $13.2 million. Centuri’s ROU assets are included in Other property and investments, and its lease liabilities for operating and finance leases are included, depending upon maturity, in Other current liabilities or Other deferred credits and other long-term liabilities on the Company’s Condensed Consolidated Balance Sheet as of September 30, 2019.

	20

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SOUTHWEST GAS HOLDINGS, INC.		Form 10-Q
SOUTHWEST GAS CORPORATION		September 30, 2019

The components of lease expense were as follows:

(Thousands of dollars)	Three Months Ended September 30, 2019			Nine Months Ended September 30, 2019
Southwest:
Operating lease cost	$	350		$	1,165
Centuri:
Operating lease cost	$	3,026		$	9,069
Finance lease cost:
Amortization of ROU assets	$	34		$	103
Interest on lease liabilities	10			24
Total finance lease cost	44			127
Short-term lease cost	5,017			10,949
Total lease cost	$	8,437		$	21,310

Supplemental cash flow information related to leases for the nine months ended September 30, 2019 is as follows:

(Thousands of dollars)	Southwest				Centuri				Consolidated Total
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	976			$	8,104			$	9,080
Operating cash flows from finance leases	—				24				24
Financing cash flows from finance leases	—				161				161
ROU assets obtained in exchange for lease obligations:
Operating leases	$	1,143			$	21,653			$	22,796
Finance leases	—				386				386