☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission
File Number
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Exact name of registrant as specified in its charter and
principal office address and telephone number
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State of
Incorporation
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I.R.S.
Employer Identification No.
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001-37976
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Southwest Gas Holdings, Inc.
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Delaware
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81-3881866
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5241 Spring Mountain Road
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Post Office Box 98510
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Las Vegas,
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Nevada
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89193-8510
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(702)
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876-7237
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1-7850
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Southwest Gas Corporation
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California
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88-0085720
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5241 Spring Mountain Road
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Post Office Box 98510
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Las Vegas,
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Nevada
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89193-8510
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(702)
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876-7237
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Southwest Gas Holdings, Inc. Common Stock, $1 par value
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SWX
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New York Stock Exchange
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Southwest Gas Holdings, Inc.
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Yes
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☒
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No
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☐
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Southwest Gas Corporation
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Yes
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☐
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No
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☒
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Southwest Gas Holdings, Inc.:
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Description
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Part Into Which Incorporated
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Annual Report to Stockholders for the Year Ended
December 31, 2019
2020 Proxy Statement
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Parts I, II, and IV
Part III
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 4A.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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Item 1.
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BUSINESS
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1
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Distribution
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For the Year Ended December 31,
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Residential and
Small Commercial
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Other Sales
Customers
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Transportation
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2019
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84
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%
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3
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%
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13
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%
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2018
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85
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%
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3
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%
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12
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%
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2017
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85
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%
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3
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%
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12
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%
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2
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Ratemaking Area
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Type of Filing
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Month Filed
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Month Final Rates
Effective
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Arizona
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General rate case
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May 2019
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Pending
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California:
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Northern, Southern, and South Lake Tahoe
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Annual attrition
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November 2019
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January 2020
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Northern, Southern, and South Lake Tahoe
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General rate case
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August 2019
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Pending
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Nevada:
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Northern and Southern
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General rate case
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May 2018*
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January 2019
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FERC:
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Paiute
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General rate case
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May 2019
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Pending
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3
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4
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5
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6
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Item 1A.
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RISK FACTORS
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7
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8
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9
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10
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11
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Item 1B.
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UNRESOLVED STAFF COMMENTS
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Item 2.
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PROPERTIES
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•
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a system (including an LNG storage facility) owned by Paiute extending from the Idaho-Nevada border to the Reno, Sparks, and Carson City areas and communities in the Lake Tahoe area in both California and Nevada and other communities in northern and western Nevada; and
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•
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a system extending from the Colorado River at the southern tip of Nevada to the Las Vegas distribution area.
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Item 3.
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LEGAL PROCEEDINGS
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Item 4.
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MINE SAFETY DISCLOSURES
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12
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Item 4A.
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EXECUTIVE OFFICERS OF THE REGISTRANT
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Item 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
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Item 6.
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SELECTED FINANCIAL DATA
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Item 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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Item 7A.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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13
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(Millions of dollars)
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2019 (1)
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Increase/Decrease
in Interest
Expense from 1%
Rate Change
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2018 (1)
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Increase/Decrease
in Interest
Expense from 1%
Rate Change
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Variable Rate Debt:
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Southwest
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$
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394.0
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$
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3.94
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$
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352.0
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$
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3.52
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Centuri
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304.8
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3.05
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255.9
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2.56
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Corporate
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17.0
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0.17
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—
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—
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Total Southwest Gas Holdings, Inc.
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$
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715.8
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$
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7.16
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$
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607.9
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$
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6.08
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Item 8.
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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Item 9.
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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Item 9A.
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CONTROLS AND PROCEDURES
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14
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Item 9B.
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OTHER INFORMATION
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Item 10.
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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15
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Name
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Age
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Position
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Period Position
Held
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John P. Hester
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57
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President and Chief Executive Officer *
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2015-Present
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Karen S. Haller
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56
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Executive Vice President/Chief Legal and Administrative Officer *
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2019-Present
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Executive Vice President/Chief Legal and Administrative Officer and Corporate Secretary *
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2018-2019
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Senior Vice President/General Counsel and Corporate Secretary *
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2015-2018
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Gregory J. Peterson
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60
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Senior Vice President/Chief Financial Officer *
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2018-Present
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Vice President/Controller/Chief Accounting Officer *
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2015-2018
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Eric DeBonis
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52
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Senior Vice President/Operations **
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2015-Present
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Jose L. Esparza, Jr.
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45
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Senior Vice President/Information Services/Customer Engagement **
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2019-Present
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Vice President/Customer Engagement **
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2018-2019
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Vice President/Energy Solutions **
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2015-2018
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Justin L. Brown
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47
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Senior Vice President/General Counsel **
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2018-Present
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Vice President/Regulation & Public Affairs **
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2015-2018
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Paul M. Daily
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63
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President and Chief Executive Officer - Centuri Group, Inc.
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2016-Present
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*
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Position held at Southwest Gas Holdings, Inc. (formed January 2017) and Southwest Gas Corporation
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**
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Position held at Southwest Gas Corporation only
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16
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Item 11.
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EXECUTIVE COMPENSATION
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Item 12.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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Plan category
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Number of
securities
to be issued
upon
vesting of award
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Weighted-average
grant
date fair
value
of award
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Number of securities
remaining available
for future issuance
(excluding securities reflected in column a)
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(Thousands of shares)
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(a)
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(b)
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(c)
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Equity compensation plans approved by security holders:
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Management Incentive Plan shares
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29
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$
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79.16
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701
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Restricted Stock Units (1)
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365
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60.94
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1,220
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Total Equity compensation plans approved by security holders
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394
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—
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1,921
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Equity compensation plans not approved by security holders
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—
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—
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—
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Total
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394
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$
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—
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1,921
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17
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Item 13.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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Item 14.
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PRINCIPAL ACCOUNTING FEES AND SERVICES
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18
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Item 15.
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EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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Southwest Gas Holdings, Inc. Consolidated Balance Sheets
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23
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Southwest Gas Holdings, Inc. Consolidated Statements of Income
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24
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Southwest Gas Holdings, Inc. Consolidated Statements of Comprehensive Income
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25
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Southwest Gas Holdings, Inc. Consolidated Statements of Cash Flows
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26
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Southwest Gas Holdings, Inc. Consolidated Statements of Equity
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27
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Southwest Gas Corporation Consolidated Balance Sheets
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28
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Southwest Gas Corporation Consolidated Statements of Income
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29
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Southwest Gas Corporation Consolidated Statements of Comprehensive Income
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30
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Southwest Gas Corporation Consolidated Statements of Cash Flows
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31
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Southwest Gas Corporation Consolidated Statements of Equity
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32
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Notes to Consolidated Financial Statements
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33
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Management’s Report on Internal Control Over Financial Reporting
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77
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Report of Independent Registered Public Accounting Firm
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78
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Report of Independent Registered Public Accounting Firm
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80
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Item 16.
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FORM 10–K SUMMARY.
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19
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Exhibit
Number |
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Description of Document
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2.01
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3(i)
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3(ii)
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4.01
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4.02
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4.03
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4.04
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4.05
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4.06
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4.07
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4.08
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4.09
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4.10
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4.11
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4.12
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Exhibit
Number |
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Description of Document
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4.13
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4.14
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4.15
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4.16
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4.17
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4.18
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4.19
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4.20
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4.21
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4.22
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4.23
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4.24*
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4.25
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The Company and Southwest hereby agree to furnish to the SEC, upon request, a copy of any instruments defining the rights of holders of long-term debt issued by Southwest Gas Holdings or its subsidiaries; the total amount of securities authorized thereunder does not exceed 10% of the consolidated total assets of Southwest Gas Holdings and its subsidiaries.
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10.01
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10.02*
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10.03*
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10.04*
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10.05*
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Exhibit
Number |
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Description of Document
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10.06
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10.07
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10.08
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10.09
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10.10
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10.11
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10.12
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10.13
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10.14*
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10.15*
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10.16*
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10.17
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10.18
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10.19*
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10.20*
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10.21*
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Exhibit
Number |
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Description of Document
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10.22*
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10.23*
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10.24*
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10.25
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10.26*
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10.27*
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10.28*
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10.29*
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10.30*
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10.31*
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10.32*
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10.33*
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10.34*
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13.01
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21.01
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23.01
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23.02
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31.01
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31.02
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32.01
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32.02
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101.INS
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XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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SOUTHWEST GAS HOLDINGS, INC.
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(registrant)
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Date: March 2, 2020
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By:
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/s/ JOHN P. HESTER
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John P. Hester
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President and Chief Executive Officer
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25
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Signature
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Title
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Date
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/s/ ROBERT L. BOUGHNER
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Director
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March 2, 2020
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(Robert L. Boughner)
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/s/ JOSÉ A. CÁRDENAS
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Director
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March 2, 2020
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(José A. Cárdenas)
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/s/ THOMAS E. CHESTNUT
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Director
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March 2, 2020
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(Thomas E. Chestnut)
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/s/ STEPHEN C. COMER
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Director
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March 2, 2020
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(Stephen C. Comer)
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/s/ JOHN P. HESTER
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Director, President and Chief Executive
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March 2, 2020
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(John P. Hester)
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Officer
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/s/ JANE LEWIS-RAYMOND
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Director
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March 2, 2020
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(Jane Lewis-Raymond)
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/s/ ANNE L. MARIUCCI
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Director
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March 2, 2020
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(Anne L. Mariucci)
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/s/ MICHAEL J. MELARKEY
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Chairman of the Board
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March 2, 2020
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(Michael J. Melarkey)
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of Directors
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/s/ A. RANDALL THOMAN
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Director
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March 2, 2020
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(A. Randall Thoman)
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/s/ THOMAS A. THOMAS
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Director
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March 2, 2020
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(Thomas A. Thomas)
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/s/ LESLIE T. THORNTON
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Director
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March 2, 2020
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(Leslie T. Thornton)
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/s/ GREGORY J. PETERSON
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Senior Vice President/
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March 2, 2020
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(Gregory J. Peterson)
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Chief Financial Officer
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/s/ LORI L. COLVIN
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Vice President/Controller/
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March 2, 2020
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(Lori L. Colvin)
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Chief Accounting Officer
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26
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SOUTHWEST GAS CORPORATION
|
||
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(registrant)
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Date: March 2, 2020
|
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By:
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/s/ JOHN P. HESTER
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John P. Hester
|
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President and Chief Executive Officer
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27
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Signature
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Title
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Date
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/s/ JOHN P. HESTER
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Director, President and Chief Executive
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March 2, 2020
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(John P. Hester)
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Officer
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/s/ MICHAEL J. MELARKEY
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Director
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March 2, 2020
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(Michael J. Melarkey)
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|
|
|
|
|
|
|
|
/s/ KAREN S. HALLER
|
|
Director, Executive Vice President/Chief Legal
|
|
March 2, 2020
|
(Karen S. Haller)
|
|
and Administrative Officer
|
|
|
|
|
|
|
|
/s/ GREGORY J. PETERSON
|
|
Director, Senior Vice President/
|
|
March 2, 2020
|
(Gregory J. Peterson)
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
/s/ LORI L. COLVIN
|
|
Vice President/Controller/
|
|
March 2, 2020
|
(Lori L. Colvin)
|
|
Chief Accounting Officer
|
|
|
|
28
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
(Thousands of dollars, except per share amounts)
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Operating revenues
|
|
$
|
3,119,917
|
|
|
$
|
2,880,013
|
|
|
$
|
2,548,792
|
|
|
$
|
2,460,490
|
|
|
$
|
2,463,625
|
|
Operating expenses (1)
|
|
2,748,106
|
|
|
2,522,580
|
|
|
2,205,668
|
|
|
2,145,016
|
|
|
2,151,926
|
|
|||||
Operating income (1)
|
|
$
|
371,811
|
|
|
$
|
357,433
|
|
|
$
|
343,124
|
|
|
$
|
315,474
|
|
|
$
|
311,699
|
|
Net income attributable to Southwest Gas Holdings, Inc.
|
|
$
|
213,936
|
|
|
$
|
182,277
|
|
|
$
|
193,841
|
|
|
$
|
152,041
|
|
|
$
|
138,317
|
|
Total assets (2)
|
|
$
|
8,170,048
|
|
|
$
|
7,357,729
|
|
|
$
|
6,237,066
|
|
|
$
|
5,581,126
|
|
|
$
|
5,358,685
|
|
Capitalization:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total equity
|
|
$
|
2,505,914
|
|
|
$
|
2,251,590
|
|
|
$
|
1,812,403
|
|
|
$
|
1,661,273
|
|
|
$
|
1,592,325
|
|
Redeemable noncontrolling interest
|
|
84,542
|
|
|
81,831
|
|
|
—
|
|
|
22,590
|
|
|
16,108
|
|
|||||
Long-term debt, excluding current maturities
|
|
2,300,482
|
|
|
2,107,258
|
|
|
1,798,576
|
|
|
1,549,983
|
|
|
1,551,204
|
|
|||||
|
|
$
|
4,890,938
|
|
|
$
|
4,440,679
|
|
|
$
|
3,610,979
|
|
|
$
|
3,233,846
|
|
|
$
|
3,159,637
|
|
Current maturities of long-term debt
|
|
$
|
163,512
|
|
|
$
|
33,060
|
|
|
$
|
25,346
|
|
|
$
|
50,101
|
|
|
$
|
19,475
|
|
Common stock data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common equity percentage of capitalization
|
|
51.2
|
%
|
|
50.7
|
%
|
|
50.2
|
%
|
|
51.4
|
%
|
|
50.4
|
%
|
|||||
Return on average common equity
|
|
9.0
|
%
|
|
9.3
|
%
|
|
11.2
|
%
|
|
9.3
|
%
|
|
8.9
|
%
|
|||||
Basic earnings per share
|
|
$
|
3.94
|
|
|
$
|
3.69
|
|
|
$
|
4.04
|
|
|
$
|
3.20
|
|
|
$
|
2.94
|
|
Diluted earnings per share
|
|
$
|
3.94
|
|
|
$
|
3.68
|
|
|
$
|
4.04
|
|
|
$
|
3.18
|
|
|
$
|
2.92
|
|
Dividends declared per share
|
|
$
|
2.18
|
|
|
$
|
2.08
|
|
|
$
|
1.98
|
|
|
$
|
1.80
|
|
|
$
|
1.62
|
|
Payout ratio
|
|
55
|
%
|
|
56
|
%
|
|
49
|
%
|
|
56
|
%
|
|
55
|
%
|
|||||
Book value per share
|
|
$
|
45.56
|
|
|
$
|
42.63
|
|
|
$
|
37.74
|
|
|
$
|
35.03
|
|
|
$
|
33.65
|
|
Market value per share
|
|
$
|
75.97
|
|
|
$
|
76.50
|
|
|
$
|
80.48
|
|
|
$
|
76.62
|
|
|
$
|
55.16
|
|
Market value to book value per share
|
|
167
|
%
|
|
180
|
%
|
|
213
|
%
|
|
219
|
%
|
|
164
|
%
|
|||||
Common shares outstanding (000)
|
|
55,007
|
|
|
53,026
|
|
|
48,090
|
|
|
47,482
|
|
|
47,378
|
|
|||||
Number of common stockholders
|
|
12,094
|
|
|
12,541
|
|
|
13,077
|
|
|
13,619
|
|
|
14,153
|
|
|
1
|
|
|
Year Ended December 31,
|
||||||||||||||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Operating revenue
|
|
$
|
1,368,939
|
|
|
$
|
1,357,728
|
|
|
$
|
1,302,308
|
|
|
$
|
1,321,412
|
|
|
$
|
1,454,639
|
|
Net cost of gas sold
|
|
385,164
|
|
|
419,388
|
|
|
355,045
|
|
|
397,121
|
|
|
563,809
|
|
|||||
Operating margin
|
|
983,775
|
|
|
938,340
|
|
|
947,263
|
|
|
924,291
|
|
|
890,830
|
|
|||||
Expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operations and maintenance (1)
|
|
422,174
|
|
|
404,813
|
|
|
391,321
|
|
|
381,964
|
|
|
369,832
|
|
|||||
Depreciation and amortization
|
|
215,620
|
|
|
191,816
|
|
|
201,922
|
|
|
233,463
|
|
|
213,455
|
|
|||||
Taxes other than income taxes
|
|
62,328
|
|
|
59,898
|
|
|
57,946
|
|
|
52,376
|
|
|
49,393
|
|
|||||
Operating income (1)
|
|
$
|
283,653
|
|
|
$
|
281,813
|
|
|
$
|
296,074
|
|
|
$
|
256,488
|
|
|
$
|
258,150
|
|
Contribution to consolidated net income
|
|
$
|
163,171
|
|
|
$
|
138,842
|
|
|
$
|
156,818
|
|
|
$
|
119,423
|
|
|
$
|
111,625
|
|
Total assets
|
|
$
|
6,798,746
|
|
|
$
|
6,141,584
|
|
|
$
|
5,482,669
|
|
|
$
|
5,001,756
|
|
|
$
|
4,822,845
|
|
Net utility plant
|
|
$
|
5,685,197
|
|
|
$
|
5,093,238
|
|
|
$
|
4,523,650
|
|
|
$
|
4,131,971
|
|
|
$
|
3,891,085
|
|
Construction expenditures and property additions
|
|
$
|
778,748
|
|
|
$
|
682,869
|
|
|
$
|
560,448
|
|
|
$
|
457,120
|
|
|
$
|
438,289
|
|
Cash flow, net from:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
|
$
|
367,794
|
|
|
$
|
382,502
|
|
|
$
|
309,216
|
|
|
$
|
507,224
|
|
|
$
|
497,500
|
|
Investing activities
|
|
(759,842
|
)
|
|
(669,392
|
)
|
|
(557,384
|
)
|
|
(446,238
|
)
|
|
(416,727
|
)
|
|||||
Financing activities
|
|
400,575
|
|
|
280,906
|
|
|
267,090
|
|
|
(63,339
|
)
|
|
(74,159
|
)
|
|||||
Net change in cash
|
|
$
|
8,527
|
|
|
$
|
(5,984
|
)
|
|
$
|
18,922
|
|
|
$
|
(2,353
|
)
|
|
$
|
6,614
|
|
Total throughput (thousands of therms):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential
|
|
818,390
|
|
|
697,011
|
|
|
674,271
|
|
|
684,626
|
|
|
655,421
|
|
|||||
Small commercial
|
|
333,221
|
|
|
305,342
|
|
|
297,677
|
|
|
294,525
|
|
|
285,118
|
|
|||||
Large commercial
|
|
99,326
|
|
|
92,548
|
|
|
92,561
|
|
|
90,949
|
|
|
92,284
|
|
|||||
Industrial/Other
|
|
42,551
|
|
|
37,753
|
|
|
33,816
|
|
|
30,275
|
|
|
30,973
|
|
|||||
Transportation
|
|
1,007,989
|
|
|
1,050,551
|
|
|
974,407
|
|
|
970,561
|
|
|
1,035,707
|
|
|||||
Total throughput
|
|
2,301,477
|
|
|
2,183,205
|
|
|
2,072,732
|
|
|
2,070,936
|
|
|
2,099,503
|
|
|||||
Weighted average cost of gas purchased ($/therm)
|
|
$
|
0.36
|
|
|
$
|
0.31
|
|
|
$
|
0.44
|
|
|
$
|
0.37
|
|
|
$
|
0.44
|
|
Customers at year end
|
|
2,081,000
|
|
|
2,047,000
|
|
|
2,015,000
|
|
|
1,984,000
|
|
|
1,956,000
|
|
|||||
Employees at year end
|
|
2,295
|
|
|
2,312
|
|
|
2,285
|
|
|
2,247
|
|
|
2,219
|
|
|||||
Customer to employee ratio
|
|
907
|
|
|
886
|
|
|
882
|
|
|
883
|
|
|
881
|
|
|||||
Degree days – actual
|
|
1,917
|
|
|
1,531
|
|
|
1,478
|
|
|
1,613
|
|
|
1,512
|
|
|||||
Degree days – ten-year average
|
|
1,701
|
|
|
1,694
|
|
|
1,733
|
|
|
1,771
|
|
|
1,792
|
|
|
2
|
|
3
|
|
|
Year ended December 31,
|
||||||||||
(In thousands, except per share amounts)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Contribution to net income
|
|
|
|
|
|
|
||||||
Natural gas operations
|
|
$
|
163,171
|
|
|
$
|
138,842
|
|
|
$
|
156,818
|
|
Utility infrastructure services
|
|
52,404
|
|
|
44,977
|
|
|
38,360
|
|
|||
Corporate and administrative
|
|
(1,639
|
)
|
|
(1,542
|
)
|
|
(1,337
|
)
|
|||
Net income
|
|
$
|
213,936
|
|
|
$
|
182,277
|
|
|
$
|
193,841
|
|
|
|
|
|
|
|
|
||||||
Weighted average common shares
|
|
54,245
|
|
|
49,419
|
|
|
47,965
|
|
|||
Basic earnings per share
|
|
|
|
|
|
|
||||||
Consolidated
|
|
$
|
3.94
|
|
|
$
|
3.69
|
|
|
$
|
4.04
|
|
Natural Gas Operations
|
|
|
|
|
|
|
||||||
Reconciliation of Revenue to Operating Margin (Non-GAAP measure)
|
|
|
|
|
|
|
||||||
Gas operating revenues
|
|
$
|
1,368,939
|
|
|
$
|
1,357,728
|
|
|
$
|
1,302,308
|
|
Less: Net cost of gas sold
|
|
385,164
|
|
|
419,388
|
|
|
355,045
|
|
|||
Operating margin
|
|
$
|
983,775
|
|
|
$
|
938,340
|
|
|
$
|
947,263
|
|
•
|
Added 34,000 net new customers (1.7% growth rate) in 2019
|
•
|
Operating margin increased $45 million, or 4.8% between 2019 and 2018
|
•
|
Company-Owned Life Insurance (“COLI”) income increased $21 million between years
|
•
|
Filed general rate cases in Arizona, California, and with the FERC
|
•
|
Nevada general rate case filing anticipated in late February 2020
|
•
|
Record revenues of $1.75 billion were experienced in 2019, an increase of $229 million, or 15%, compared to 2018
|
•
|
Utility infrastructure services expenses increased $186 million, or 13%, compared to 2018
|
•
|
2019 record results include a full year of Linetec, which was acquired in November 2018
|
•
|
Completed reincorporation from California to Delaware
|
•
|
Increased the number of authorized shares of common stock available for issuance from 60,000,000 to 120,000,000
|
|
4
|
|
|
Year Ended December 31,
|
||||||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Gas operating revenues
|
|
$
|
1,368,939
|
|
|
$
|
1,357,728
|
|
|
$
|
1,302,308
|
|
Net cost of gas sold
|
|
385,164
|
|
|
419,388
|
|
|
355,045
|
|
|||
Operating margin
|
|
983,775
|
|
|
938,340
|
|
|
947,263
|
|
|||
Operations and maintenance expense
|
|
422,174
|
|
|
404,813
|
|
|
391,321
|
|
|||
Depreciation and amortization
|
|
215,620
|
|
|
191,816
|
|
|
201,922
|
|
|||
Taxes other than income taxes
|
|
62,328
|
|
|
59,898
|
|
|
57,946
|
|
|||
Operating income
|
|
283,653
|
|
|
281,813
|
|
|
296,074
|
|
|||
Other income (deductions)
|
|
9,517
|
|
|
(17,240
|
)
|
|
(6,388
|
)
|
|||
Net interest deductions
|
|
95,026
|
|
|
81,740
|
|
|
69,733
|
|
|||
Income before income taxes
|
|
198,144
|
|
|
182,833
|
|
|
219,953
|
|
|||
Income tax expense
|
|
34,973
|
|
|
43,991
|
|
|
63,135
|
|
|||
Contribution to consolidated net income
|
|
$
|
163,171
|
|
|
$
|
138,842
|
|
|
$
|
156,818
|
|
|
5
|
|
6
|
|
|
Year Ended December 31,
|
||||||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Utility infrastructure services revenues
|
|
$
|
1,750,978
|
|
|
$
|
1,522,285
|
|
|
$
|
1,246,484
|
|
Operating expenses:
|
|
|
|
|
|
|
||||||
Utility infrastructure services expenses
|
|
1,573,227
|
|
|
1,387,689
|
|
|
1,148,963
|
|
|||
Depreciation and amortization
|
|
87,617
|
|
|
57,396
|
|
|
49,029
|
|
|||
Operating income
|
|
90,134
|
|
|
77,200
|
|
|
48,492
|
|
|||
Other income (deductions)
|
|
466
|
|
|
(238
|
)
|
|
345
|
|
|||
Net interest deductions
|
|
14,086
|
|
|
14,190
|
|
|
7,986
|
|
|||
Income before income taxes
|
|
76,514
|
|
|
62,772
|
|
|
40,851
|
|
|||
Income tax expense
|
|
21,399
|
|
|
18,420
|
|
|
2,390
|
|
|||
Net income
|
|
55,115
|
|
|
44,352
|
|
|
38,461
|
|
|||
Net income (loss) attributable to noncontrolling interests
|
|
2,711
|
|
|
(625
|
)
|
|
101
|
|
|||
Contribution to consolidated net income attributable to Centuri
|
|
$
|
52,404
|
|
|
$
|
44,977
|
|
|
$
|
38,360
|
|
|
7
|
|
8
|
|
9
|
|
10
|
|
11
|
|
12
|
|
|
December 31,
|
||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
||||
Arizona
|
|
$
|
(59,259
|
)
|
|
$
|
(72,878
|
)
|
Northern Nevada
|
|
11,894
|
|
|
4,928
|
|
||
Southern Nevada
|
|
32,518
|
|
|
(5,951
|
)
|
||
California
|
|
(1,496
|
)
|
|
(933
|
)
|
||
|
|
$
|
(16,343
|
)
|
|
$
|
(74,834
|
)
|
|
13
|
|
14
|
|
15
|
|
16
|
|
|
Moody's (1)
|
|
Standard & Poor's (2)
|
|
Fitch (3)
|
Southwest Gas Holdings, Inc.:
|
|
|
|
|
|
|
Issuer rating
|
|
Baa1
|
|
BBB+
|
|
BBB+
|
Outlook
|
|
Negative
|
|
Negative
|
|
Stable
|
Last reaffirmed
|
|
January 2020
|
|
November 2019
|
|
June 2019
|
Southwest Gas Corporation:
|
|
|
|
|
|
|
Senior unsecured long-term debt
|
|
A3
|
|
A-
|
|
A
|
Outlook
|
|
Negative
|
|
Negative
|
|
Stable
|
Last reaffirmed
|
|
January 2020
|
|
November 2019
|
|
June 2019
|
|
17
|
|
|
Payments due by period
|
||||||||||||||||||
(Millions of dollars)
|
|
Total
|
|
2020
|
|
2021-2022
|
|
2023-2024
|
|
Thereafter
|
||||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt, including current maturities
|
|
$
|
2,464
|
|
|
$
|
164
|
|
|
$
|
495
|
|
|
$
|
241
|
|
|
$
|
1,564
|
|
Short-term debt
|
|
211
|
|
|
211
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest on long-term debt
|
|
1,422
|
|
|
95
|
|
|
169
|
|
|
144
|
|
|
1,014
|
|
|||||
Pipeline capacity/storage
|
|
476
|
|
|
76
|
|
|
115
|
|
|
79
|
|
|
206
|
|
|||||
Gas purchase obligations
|
|
72
|
|
|
62
|
|
|
5
|
|
|
2
|
|
|
3
|
|
|||||
Operating leases
|
|
102
|
|
|
13
|
|
|
22
|
|
|
17
|
|
|
50
|
|
|||||
Finance leases
|
|
14
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other commitments
|
|
112
|
|
|
64
|
|
|
44
|
|
|
4
|
|
|
—
|
|
|||||
Derivatives
|
|
11
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
4,884
|
|
|
$
|
710
|
|
|
$
|
850
|
|
|
$
|
487
|
|
|
$
|
2,837
|
|
|
18
|
|
19
|
|
20
|
|
21
|
|
22
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
|
||||
Utility plant:
|
|
|
|
|
||||
Gas plant
|
|
$
|
7,813,221
|
|
|
$
|
7,134,239
|
|
Less: accumulated depreciation
|
|
(2,313,050
|
)
|
|
(2,234,029
|
)
|
||
Construction work in progress
|
|
185,026
|
|
|
193,028
|
|
||
Net utility plant
|
|
5,685,197
|
|
|
5,093,238
|
|
||
Other property and investments
|
|
784,173
|
|
|
623,551
|
|
||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
49,539
|
|
|
85,361
|
|
||
Accounts receivable, net of allowances
|
|
474,097
|
|
|
413,926
|
|
||
Accrued utility revenue
|
|
79,100
|
|
|
77,200
|
|
||
Income taxes receivable, net
|
|
31,751
|
|
|
14,653
|
|
||
Deferred purchased gas costs
|
|
44,412
|
|
|
4,928
|
|
||
Prepaid and other current assets
|
|
180,957
|
|
|
243,701
|
|
||
Total current assets
|
|
859,856
|
|
|
839,769
|
|
||
Noncurrent assets:
|
|
|
|
|
||||
Goodwill
|
|
343,023
|
|
|
359,045
|
|
||
Deferred income taxes
|
|
856
|
|
|
1,264
|
|
||
Deferred charges and other assets
|
|
496,943
|
|
|
440,862
|
|
||
Total noncurrent assets
|
|
840,822
|
|
|
801,171
|
|
||
Total assets
|
|
$
|
8,170,048
|
|
|
$
|
7,357,729
|
|
|
|
|
|
|
||||
CAPITALIZATION AND LIABILITIES
|
|
|
|
|
||||
Capitalization:
|
|
|
|
|
||||
Common stock, $1 par (authorized – 120,000,000 shares; issued and outstanding – 55,007,433 and 53,026,848 shares)
|
|
$
|
56,637
|
|
|
$
|
54,656
|
|
Additional paid-in capital
|
|
1,466,937
|
|
|
1,305,769
|
|
||
Accumulated other comprehensive loss, net
|
|
(56,732
|
)
|
|
(52,668
|
)
|
||
Retained earnings
|
|
1,039,072
|
|
|
944,285
|
|
||
Total Southwest Gas Holdings, Inc. equity
|
|
2,505,914
|
|
|
2,252,042
|
|
||
Noncontrolling interest
|
|
—
|
|
|
(452
|
)
|
||
Total equity
|
|
2,505,914
|
|
|
2,251,590
|
|
||
Redeemable noncontrolling interest
|
|
84,542
|
|
|
81,831
|
|
||
Long-term debt, less current maturities
|
|
2,300,482
|
|
|
2,107,258
|
|
||
Total capitalization
|
|
4,890,938
|
|
|
4,440,679
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Current maturities of long-term debt
|
|
163,512
|
|
|
33,060
|
|
||
Short-term debt
|
|
211,000
|
|
|
152,000
|
|
||
Accounts payable
|
|
238,921
|
|
|
248,993
|
|
||
Customer deposits
|
|
69,165
|
|
|
67,940
|
|
||
Income taxes payable, net
|
|
2,069
|
|
|
1,083
|
|
||
Accrued general taxes
|
|
48,160
|
|
|
43,560
|
|
||
Accrued interest
|
|
21,329
|
|
|
21,369
|
|
||
Deferred purchased gas costs
|
|
60,755
|
|
|
79,762
|
|
||
Other current liabilities
|
|
264,950
|
|
|
290,878
|
|
||
Total current liabilities
|
|
1,079,861
|
|
|
938,645
|
|
||
Deferred income taxes and other credits:
|
|
|
|
|
||||
Deferred income taxes and investment tax credits, net
|
|
599,840
|
|
|
529,201
|
|
||
Accumulated removal costs
|
|
395,000
|
|
|
383,000
|
|
||
Other deferred credits and other long-term liabilities
|
|
1,204,409
|
|
|
1,066,204
|
|
||
Total deferred income taxes and other credits
|
|
2,199,249
|
|
|
1,978,405
|
|
||
Total capitalization and liabilities
|
|
$
|
8,170,048
|
|
|
$
|
7,357,729
|
|
|
23
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating revenues:
|
|
|
|
|
|
|
||||||
Gas operating revenues
|
|
$
|
1,368,939
|
|
|
$
|
1,357,728
|
|
|
$
|
1,302,308
|
|
Utility infrastructure services revenues
|
|
1,750,978
|
|
|
1,522,285
|
|
|
1,246,484
|
|
|||
Total operating revenues
|
|
3,119,917
|
|
|
2,880,013
|
|
|
2,548,792
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Net cost of gas sold
|
|
385,164
|
|
|
419,388
|
|
|
355,045
|
|
|||
Operations and maintenance
|
|
424,150
|
|
|
406,393
|
|
|
392,763
|
|
|||
Depreciation and amortization
|
|
303,237
|
|
|
249,212
|
|
|
250,951
|
|
|||
Taxes other than income taxes
|
|
62,328
|
|
|
59,898
|
|
|
57,946
|
|
|||
Utility infrastructure services expenses
|
|
1,573,227
|
|
|
1,387,689
|
|
|
1,148,963
|
|
|||
Total operating expenses
|
|
2,748,106
|
|
|
2,522,580
|
|
|
2,205,668
|
|
|||
Operating income
|
|
371,811
|
|
|
357,433
|
|
|
343,124
|
|
|||
Other income and (expenses):
|
|
|
|
|
|
|
||||||
Net interest deductions
|
|
(109,226
|
)
|
|
(96,671
|
)
|
|
(78,064
|
)
|
|||
Other income (deductions)
|
|
10,085
|
|
|
(17,426
|
)
|
|
(6,030
|
)
|
|||
Total other income and (expenses)
|
|
(99,141
|
)
|
|
(114,097
|
)
|
|
(84,094
|
)
|
|||
Income before income taxes
|
|
272,670
|
|
|
243,336
|
|
|
259,030
|
|
|||
Income tax expense
|
|
56,023
|
|
|
61,684
|
|
|
65,088
|
|
|||
Net income
|
|
216,647
|
|
|
181,652
|
|
|
193,942
|
|
|||
Net income (loss) attributable to noncontrolling interests
|
|
2,711
|
|
|
(625
|
)
|
|
101
|
|
|||
Net income attributable to Southwest Gas Holdings, Inc.
|
|
$
|
213,936
|
|
|
$
|
182,277
|
|
|
$
|
193,841
|
|
Earnings per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
3.94
|
|
|
$
|
3.69
|
|
|
$
|
4.04
|
|
Diluted
|
|
$
|
3.94
|
|
|
$
|
3.68
|
|
|
$
|
4.04
|
|
Weighted average shares:
|
|
|
|
|
|
|
||||||
Basic
|
|
54,245
|
|
|
49,419
|
|
|
47,965
|
|
|||
Diluted
|
|
54,312
|
|
|
49,476
|
|
|
47,991
|
|
|
24
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
|
$
|
216,647
|
|
|
$
|
181,652
|
|
|
$
|
193,942
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
||||||
Defined benefit pension plans:
|
|
|
|
|
|
|
||||||
Net actuarial loss
|
|
(54,026
|
)
|
|
(15,524
|
)
|
|
(32,701
|
)
|
|||
Amortization of prior service cost
|
|
966
|
|
|
1,015
|
|
|
828
|
|
|||
Amortization of net actuarial loss
|
|
17,766
|
|
|
25,549
|
|
|
15,776
|
|
|||
Prior service cost
|
|
(1,426
|
)
|
|
—
|
|
|
—
|
|
|||
Regulatory adjustment
|
|
28,077
|
|
|
(6,257
|
)
|
|
12,590
|
|
|||
Net defined benefit pension plans
|
|
(8,643
|
)
|
|
4,783
|
|
|
(3,507
|
)
|
|||
Forward-starting interest rate swaps (“FSIRS”):
|
|
|
|
|
|
|
||||||
Amounts reclassified into net income
|
|
2,541
|
|
|
2,541
|
|
|
2,073
|
|
|||
Net forward-starting interest rate swaps
|
|
2,541
|
|
|
2,541
|
|
|
2,073
|
|
|||
Foreign currency translation adjustments
|
|
2,038
|
|
|
(3,010
|
)
|
|
1,771
|
|
|||
Total other comprehensive income (loss), net of tax
|
|
(4,064
|
)
|
|
4,314
|
|
|
337
|
|
|||
Comprehensive income
|
|
212,583
|
|
|
185,966
|
|
|
194,279
|
|
|||
Comprehensive income (loss) attributable to noncontrolling interests
|
|
2,711
|
|
|
(625
|
)
|
|
112
|
|
|||
Comprehensive income attributable to Southwest Gas Holdings, Inc.
|
|
$
|
209,872
|
|
|
$
|
186,591
|
|
|
$
|
194,167
|
|
|
25
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
CASH FLOW FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
216,647
|
|
|
$
|
181,652
|
|
|
$
|
193,942
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
303,237
|
|
|
249,212
|
|
|
250,951
|
|
|||
Deferred income taxes
|
|
54,162
|
|
|
51,041
|
|
|
63,389
|
|
|||
Changes in current assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable, net of allowances
|
|
(54,245
|
)
|
|
(15,862
|
)
|
|
(40,947
|
)
|
|||
Accrued utility revenue
|
|
(1,900
|
)
|
|
1,000
|
|
|
(2,000
|
)
|
|||
Deferred purchased gas costs
|
|
(58,491
|
)
|
|
82,574
|
|
|
(95,608
|
)
|
|||
Accounts payable
|
|
(1,865
|
)
|
|
11,778
|
|
|
19,961
|
|
|||
Accrued taxes
|
|
5,243
|
|
|
(11,955
|
)
|
|
2,112
|
|
|||
Other current assets and liabilities
|
|
74,137
|
|
|
(54,073
|
)
|
|
(8,203
|
)
|
|||
Gains on sale of equipment
|
|
(5,473
|
)
|
|
(1,703
|
)
|
|
(4,196
|
)
|
|||
Changes in undistributed stock compensation
|
|
6,896
|
|
|
6,111
|
|
|
10,888
|
|
|||
Equity AFUDC
|
|
(4,161
|
)
|
|
(3,627
|
)
|
|
(2,296
|
)
|
|||
Changes in deferred charges and other assets
|
|
(21,051
|
)
|
|
(5,738
|
)
|
|
(22,269
|
)
|
|||
Changes in other liabilities and deferred credits
|
|
(12,764
|
)
|
|
38,446
|
|
|
4,231
|
|
|||
Net cash provided by operating activities
|
|
500,372
|
|
|
528,856
|
|
|
369,955
|
|
|||
CASH FLOW FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Construction expenditures and property additions
|
|
(938,148
|
)
|
|
(765,914
|
)
|
|
(623,649
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
|
(47,638
|
)
|
|
(251,373
|
)
|
|
(94,204
|
)
|
|||
Changes in customer advances
|
|
19,001
|
|
|
13,463
|
|
|
323
|
|
|||
Other inflows
|
|
15,153
|
|
|
4,341
|
|
|
16,645
|
|
|||
Net cash used in investing activities
|
|
(951,632
|
)
|
|
(999,483
|
)
|
|
(700,885
|
)
|
|||
CASH FLOW FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Issuance of common stock, net
|
|
157,946
|
|
|
354,402
|
|
|
41,155
|
|
|||
Dividends paid
|
|
(116,127
|
)
|
|
(100,240
|
)
|
|
(92,130
|
)
|
|||
Centuri distribution to redeemable noncontrolling interest
|
|
—
|
|
|
—
|
|
|
(204
|
)
|
|||
Issuance of long-term debt, net
|
|
531,596
|
|
|
565,172
|
|
|
407,063
|
|
|||
Retirement of long-term debt
|
|
(213,789
|
)
|
|
(237,758
|
)
|
|
(338,969
|
)
|
|||
Change in credit facility and commercial paper
|
|
—
|
|
|
—
|
|
|
145,000
|
|
|||
Change in short-term debt
|
|
59,000
|
|
|
(62,500
|
)
|
|
214,500
|
|
|||
Principal payments on finance lease obligations
|
|
(212
|
)
|
|
(648
|
)
|
|
(980
|
)
|
|||
Redemption of Centuri shares from noncontrolling parties
|
|
—
|
|
|
—
|
|
|
(23,000
|
)
|
|||
Withholding remittance – share-based compensation
|
|
(1,858
|
)
|
|
(3,110
|
)
|
|
(3,176
|
)
|
|||
Other
|
|
(1,276
|
)
|
|
(2,744
|
)
|
|
(3,074
|
)
|
|||
Net cash provided by financing activities
|
|
415,280
|
|
|
512,574
|
|
|
346,185
|
|
|||
Effects of currency translation on cash and cash equivalents
|
|
158
|
|
|
(208
|
)
|
|
301
|
|
|||
Change in cash and cash equivalents
|
|
(35,822
|
)
|
|
41,739
|
|
|
15,556
|
|
|||
Cash and cash equivalents at beginning of period
|
|
85,361
|
|
|
43,622
|
|
|
28,066
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
49,539
|
|
|
$
|
85,361
|
|
|
$
|
43,622
|
|
SUPPLEMENTAL INFORMATION:
|
|
|
|
|
|
|
||||||
Interest paid, net of amounts capitalized
|
|
$
|
102,258
|
|
|
$
|
86,562
|
|
|
$
|
71,943
|
|
Income taxes paid (received), net
|
|
$
|
2,752
|
|
|
$
|
1,221
|
|
|
$
|
5,673
|
|
|
26
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Common stock shares
|
|
|
|
|
|
|
||||||||
|
Beginning balances
|
|
53,026
|
|
|
48,090
|
|
|
47,482
|
|
||||
|
|
Common stock issuances
|
|
1,981
|
|
|
4,936
|
|
|
608
|
|
|||
|
Ending balances
|
|
55,007
|
|
|
53,026
|
|
|
48,090
|
|
||||
Common stock amount
|
|
|
|
|
|
|
||||||||
|
Beginning balances
|
|
$
|
54,656
|
|
|
$
|
49,720
|
|
|
$
|
49,112
|
|
|
|
|
Common stock issuances
|
|
1,981
|
|
|
4,936
|
|
|
608
|
|
|||
|
Ending balances
|
|
56,637
|
|
|
54,656
|
|
|
49,720
|
|
||||
Additional paid-in capital
|
|
|
|
|
|
|
||||||||
|
Beginning balances
|
|
1,305,769
|
|
|
955,332
|
|
|
903,123
|
|
||||
|
|
Common stock issuances
|
|
161,620
|
|
|
353,147
|
|
|
52,209
|
|
|||
|
|
Change in ownership of noncontrolling interest
|
|
(452
|
)
|
|
(2,710
|
)
|
|
—
|
|
|||
|
Ending balances
|
|
1,466,937
|
|
|
1,305,769
|
|
|
955,332
|
|
||||
Accumulated other comprehensive loss
|
|
|
|
|
|
|
||||||||
|
Beginning balances
|
|
(52,668
|
)
|
|
(47,682
|
)
|
|
(48,008
|
)
|
||||
|
|
Foreign currency exchange translation adjustment
|
|
2,038
|
|
|
(3,010
|
)
|
|
1,760
|
|
|||
|
|
Net actuarial gain (loss) arising during period, less amortization of unamortized benefit plan cost, net of tax
|
|
(8,643
|
)
|
|
4,783
|
|
|
(3,507
|
)
|
|||
|
|
FSIRS amounts reclassified to net income, net of tax
|
|
2,541
|
|
|
2,541
|
|
|
2,073
|
|
|||
|
|
Reclassification of excess deferred taxes
|
|
—
|
|
|
(9,300
|
)
|
|
—
|
|
|||
|
Ending balances
|
|
(56,732
|
)
|
|
(52,668
|
)
|
|
(47,682
|
)
|
||||
Retained earnings
|
|
|
|
|
|
|
||||||||
|
Beginning balances
|
|
944,285
|
|
|
857,398
|
|
|
759,263
|
|
||||
|
|
Net income
|
|
213,936
|
|
|
182,277
|
|
|
193,841
|
|
|||
|
|
Redemption value adjustments
|
|
—
|
|
|
—
|
|
|
(355
|
)
|
|||
|
|
Dividends declared
|
|
(119,149
|
)
|
|
(104,690
|
)
|
|
(95,351
|
)
|
|||
|
|
Reclassification of excess deferred taxes
|
|
—
|
|
|
9,300
|
|
|
—
|
|
|||
|
Ending balances
|
|
1,039,072
|
|
|
944,285
|
|
|
857,398
|
|
||||
Total Southwest Gas Holdings, Inc. equity ending balances
|
|
2,505,914
|
|
|
2,252,042
|
|
|
1,814,768
|
|
|||||
Noncontrolling interest
|
|
|
|
|
|
|
||||||||
|
Beginning balances
|
|
(452
|
)
|
|
(2,365
|
)
|
|
(2,217
|
)
|
||||
|
|
Net loss
|
|
—
|
|
|
(797
|
)
|
|
(148
|
)
|
|||
|
|
Change in ownership of noncontrolling interest
|
|
452
|
|
|
2,710
|
|
|
—
|
|
|||
|
Ending balances
|
|
—
|
|
|
(452
|
)
|
|
(2,365
|
)
|
||||
Total equity ending balances
|
|
$
|
2,505,914
|
|
|
$
|
2,251,590
|
|
|
$
|
1,812,403
|
|
||
Dividends declared per common share
|
|
$
|
2.18
|
|
|
$
|
2.08
|
|
|
$
|
1.98
|
|
|
27
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
|
||||
Utility plant:
|
|
|
|
|
||||
Gas plant
|
|
$
|
7,813,221
|
|
|
$
|
7,134,239
|
|
Less: accumulated depreciation
|
|
(2,313,050
|
)
|
|
(2,234,029
|
)
|
||
Construction work in progress
|
|
185,026
|
|
|
193,028
|
|
||
Net utility plant
|
|
5,685,197
|
|
|
5,093,238
|
|
||
Other property and investments
|
|
133,787
|
|
|
116,146
|
|
||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
40,489
|
|
|
31,962
|
|
||
Accounts receivable, net of allowances
|
|
150,793
|
|
|
140,057
|
|
||
Accrued utility revenue
|
|
79,100
|
|
|
77,200
|
|
||
Income taxes receivable, net
|
|
25,901
|
|
|
13,444
|
|
||
Deferred purchased gas costs
|
|
44,412
|
|
|
4,928
|
|
||
Prepaid and other current assets
|
|
165,639
|
|
|
229,562
|
|
||
Total current assets
|
|
506,334
|
|
|
497,153
|
|
||
Noncurrent assets:
|
|
|
|
|
||||
Goodwill
|
|
10,095
|
|
|
10,095
|
|
||
Deferred charges and other assets
|
|
463,333
|
|
|
424,952
|
|
||
Total noncurrent assets
|
|
473,428
|
|
|
435,047
|
|
||
Total assets
|
|
$
|
6,798,746
|
|
|
$
|
6,141,584
|
|
|
|
|
|
|
||||
CAPITALIZATION AND LIABILITIES
|
|
|
|
|
||||
Capitalization:
|
|
|
|
|
||||
Common stock
|
|
$
|
49,112
|
|
|
$
|
49,112
|
|
Additional paid-in capital
|
|
1,229,083
|
|
|
1,065,242
|
|
||
Accumulated other comprehensive loss, net
|
|
(55,151
|
)
|
|
(49,049
|
)
|
||
Retained earnings
|
|
782,108
|
|
|
717,155
|
|
||
Total equity
|
|
2,005,152
|
|
|
1,782,460
|
|
||
Long-term debt, less current maturities
|
|
1,991,333
|
|
|
1,818,669
|
|
||
Total capitalization
|
|
3,996,485
|
|
|
3,601,129
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Current maturities of long-term debt
|
|
125,000
|
|
|
—
|
|
||
Short-term debt
|
|
194,000
|
|
|
152,000
|
|
||
Accounts payable
|
|
149,368
|
|
|
184,982
|
|
||
Customer deposits
|
|
69,165
|
|
|
67,940
|
|
||
Accrued general taxes
|
|
48,160
|
|
|
43,560
|
|
||
Accrued interest
|
|
21,256
|
|
|
20,243
|
|
||
Deferred purchased gas costs
|
|
60,755
|
|
|
79,762
|
|
||
Payable to parent
|
|
844
|
|
|
472
|
|
||
Other current liabilities
|
|
126,573
|
|
|
94,136
|
|
||
Total current liabilities
|
|
795,121
|
|
|
643,095
|
|
||
Deferred income taxes and other credits:
|
|
|
|
|
||||
Deferred income taxes and investment tax credits, net
|
|
539,050
|
|
|
490,458
|
|
||
Accumulated removal costs
|
|
395,000
|
|
|
383,000
|
|
||
Other deferred credits and other long-term liabilities
|
|
1,073,090
|
|
|
1,023,902
|
|
||
Total deferred income taxes and other credits
|
|
2,007,140
|
|
|
1,897,360
|
|
||
Total capitalization and liabilities
|
|
$
|
6,798,746
|
|
|
$
|
6,141,584
|
|
|
28
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Gas operating revenues
|
|
$
|
1,368,939
|
|
|
$
|
1,357,728
|
|
|
$
|
1,302,308
|
|
Operating expenses:
|
|
|
|
|
|
|
||||||
Net cost of gas sold
|
|
385,164
|
|
|
419,388
|
|
|
355,045
|
|
|||
Operations and maintenance
|
|
422,174
|
|
|
404,813
|
|
|
391,321
|
|
|||
Depreciation and amortization
|
|
215,620
|
|
|
191,816
|
|
|
201,922
|
|
|||
Taxes other than income taxes
|
|
62,328
|
|
|
59,898
|
|
|
57,946
|
|
|||
Total operating expenses
|
|
1,085,286
|
|
|
1,075,915
|
|
|
1,006,234
|
|
|||
Operating income
|
|
283,653
|
|
|
281,813
|
|
|
296,074
|
|
|||
Other income and (expenses):
|
|
|
|
|
|
|
||||||
Net interest deductions
|
|
(95,026
|
)
|
|
(81,740
|
)
|
|
(69,733
|
)
|
|||
Other income (deductions)
|
|
9,517
|
|
|
(17,240
|
)
|
|
(6,388
|
)
|
|||
Total other income and (expenses)
|
|
(85,509
|
)
|
|
(98,980
|
)
|
|
(76,121
|
)
|
|||
Income before income taxes
|
|
198,144
|
|
|
182,833
|
|
|
219,953
|
|
|||
Income tax expense
|
|
34,973
|
|
|
43,991
|
|
|
63,135
|
|
|||
Net income
|
|
$
|
163,171
|
|
|
$
|
138,842
|
|
|
$
|
156,818
|
|
|
29
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
|
$
|
163,171
|
|
|
$
|
138,842
|
|
|
$
|
156,818
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
||||||
Defined benefit pension plans:
|
|
|
|
|
|
|
||||||
Net actuarial loss
|
|
(54,026
|
)
|
|
(15,524
|
)
|
|
(32,701
|
)
|
|||
Amortization of prior service cost
|
|
966
|
|
|
1,015
|
|
|
828
|
|
|||
Amortization of net actuarial loss
|
|
17,766
|
|
|
25,549
|
|
|
15,776
|
|
|||
Prior service cost
|
|
(1,426
|
)
|
|
—
|
|
|
—
|
|
|||
Regulatory adjustment
|
|
28,077
|
|
|
(6,257
|
)
|
|
12,590
|
|
|||
Net defined benefit pension plans
|
|
(8,643
|
)
|
|
4,783
|
|
|
(3,507
|
)
|
|||
Forward-starting interest rate swaps (“FSIRS”):
|
|
|
|
|
|
|
||||||
Amounts reclassified into net income
|
|
2,541
|
|
|
2,541
|
|
|
2,073
|
|
|||
Net forward-starting interest rate swaps
|
|
2,541
|
|
|
2,541
|
|
|
2,073
|
|
|||
Total other comprehensive income (loss), net of tax
|
|
(6,102
|
)
|
|
7,324
|
|
|
(1,434
|
)
|
|||
Comprehensive income
|
|
$
|
157,069
|
|
|
$
|
146,166
|
|
|
$
|
155,384
|
|
|
30
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
CASH FLOW FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
163,171
|
|
|
$
|
138,842
|
|
|
$
|
156,818
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
215,620
|
|
|
191,816
|
|
|
201,922
|
|
|||
Deferred income taxes
|
|
33,681
|
|
|
42,999
|
|
|
67,169
|
|
|||
Changes in current assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable, net of allowances
|
|
(10,737
|
)
|
|
(20,309
|
)
|
|
(7,902
|
)
|
|||
Accrued utility revenue
|
|
(1,900
|
)
|
|
1,000
|
|
|
(2,000
|
)
|
|||
Deferred purchased gas costs
|
|
(58,491
|
)
|
|
82,574
|
|
|
(95,608
|
)
|
|||
Accounts payable
|
|
(27,473
|
)
|
|
23,408
|
|
|
4,545
|
|
|||
Accrued taxes
|
|
8,895
|
|
|
(18,732
|
)
|
|
10,383
|
|
|||
Other current assets and liabilities
|
|
89,171
|
|
|
(91,444
|
)
|
|
(13,726
|
)
|
|||
Changes in undistributed stock compensation
|
|
5,146
|
|
|
5,355
|
|
|
9,288
|
|
|||
Equity AFUDC
|
|
(4,161
|
)
|
|
(3,627
|
)
|
|
(2,296
|
)
|
|||
Changes in deferred charges and other assets
|
|
(31,767
|
)
|
|
(7,049
|
)
|
|
(22,918
|
)
|
|||
Changes in other liabilities and deferred credits
|
|
(13,361
|
)
|
|
37,669
|
|
|
3,541
|
|
|||
Net cash provided by operating activities
|
|
367,794
|
|
|
382,502
|
|
|
309,216
|
|
|||
CASH FLOW FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Construction expenditures and property additions
|
|
(778,748
|
)
|
|
(682,869
|
)
|
|
(560,448
|
)
|
|||
Changes in customer advances
|
|
19,001
|
|
|
13,463
|
|
|
323
|
|
|||
Other inflows (outflows)
|
|
(95
|
)
|
|
14
|
|
|
2,741
|
|
|||
Net cash used in investing activities
|
|
(759,842
|
)
|
|
(669,392
|
)
|
|
(557,384
|
)
|
|||
CASH FLOW FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Contributions from parent
|
|
159,936
|
|
|
113,549
|
|
|
41,359
|
|
|||
Dividends paid
|
|
(95,900
|
)
|
|
(87,000
|
)
|
|
(81,497
|
)
|
|||
Issuance of long-term debt, net
|
|
297,222
|
|
|
297,495
|
|
|
—
|
|
|||
Retirement of long-term debt
|
|
—
|
|
|
—
|
|
|
(25,000
|
)
|
|||
Change in credit facility and commercial paper
|
|
—
|
|
|
—
|
|
|
145,000
|
|
|||
Change in short-term debt
|
|
42,000
|
|
|
(39,000
|
)
|
|
191,000
|
|
|||
Withholding remittance – share-based compensation
|
|
(1,858
|
)
|
|
(3,110
|
)
|
|
(3,176
|
)
|
|||
Other
|
|
(825
|
)
|
|
(1,028
|
)
|
|
(596
|
)
|
|||
Net cash provided by financing activities
|
|
400,575
|
|
|
280,906
|
|
|
267,090
|
|
|||
Change in cash and cash equivalents
|
|
8,527
|
|
|
(5,984
|
)
|
|
18,922
|
|
|||
Cash and cash equivalents at beginning of period
|
|
31,962
|
|
|
37,946
|
|
|
19,024
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
40,489
|
|
|
$
|
31,962
|
|
|
$
|
37,946
|
|
SUPPLEMENTAL INFORMATION:
|
|
|
|
|
|
|
||||||
Interest paid, net of amounts capitalized
|
|
$
|
88,658
|
|
|
$
|
73,805
|
|
|
$
|
64,790
|
|
Income taxes paid (received), net
|
|
$
|
678
|
|
|
$
|
(5,856
|
)
|
|
$
|
(7,854
|
)
|
|
31
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Common stock shares
|
|
|
|
|
|
|
||||||||
|
Beginning and ending balances
|
|
47,482
|
|
|
47,482
|
|
|
47,482
|
|
||||
Common stock amount
|
|
|
|
|
|
|
||||||||
|
Beginning and ending balances
|
|
$
|
49,112
|
|
|
$
|
49,112
|
|
|
$
|
49,112
|
|
|
Additional paid-in capital
|
|
|
|
|
|
|
||||||||
|
Beginning balances
|
|
1,065,242
|
|
|
948,767
|
|
|
897,346
|
|
||||
|
|
Share-based compensation
|
|
3,905
|
|
|
2,926
|
|
|
10,062
|
|
|||
|
|
Contributions from Southwest Gas Holdings, Inc.
|
|
159,936
|
|
|
113,549
|
|
|
41,359
|
|
|||
|
Ending balances
|
|
1,229,083
|
|
|
1,065,242
|
|
|
948,767
|
|
||||
Accumulated other comprehensive loss
|
|
|
|
|
|
|
||||||||
|
Beginning balances
|
|
(49,049
|
)
|
|
(47,073
|
)
|
|
(45,639
|
)
|
||||
|
|
Net actuarial gain (loss) arising during period, less amortization of unamortized benefit plan cost, net of tax
|
|
(8,643
|
)
|
|
4,783
|
|
|
(3,507
|
)
|
|||
|
|
FSIRS amounts reclassified to net income, net of tax
|
|
2,541
|
|
|
2,541
|
|
|
2,073
|
|
|||
|
|
Reclassification of excess deferred taxes
|
|
—
|
|
|
(9,300
|
)
|
|
—
|
|
|||
|
Ending balances
|
|
(55,151
|
)
|
|
(49,049
|
)
|
|
(47,073
|
)
|
||||
Retained earnings
|
|
|
|
|
|
|
||||||||
|
Beginning balances
|
|
717,155
|
|
|
659,193
|
|
|
767,061
|
|
||||
|
|
Net income
|
|
163,171
|
|
|
138,842
|
|
|
156,818
|
|
|||
|
|
Distribution to Southwest Gas Holdings, Inc. investment in discontinued operations
|
|
—
|
|
|
—
|
|
|
(182,773
|
)
|
|||
|
|
Share-based compensation
|
|
(618
|
)
|
|
(680
|
)
|
|
(784
|
)
|
|||
|
|
Dividends declared to Southwest Gas Holdings, Inc.
|
|
(97,600
|
)
|
|
(89,500
|
)
|
|
(81,129
|
)
|
|||
|
|
Reclassification of excess deferred taxes
|
|
—
|
|
|
9,300
|
|
|
—
|
|
|||
|
Ending balances
|
|
782,108
|
|
|
717,155
|
|
|
659,193
|
|
||||
Total Southwest Gas Corporation equity ending balances
|
|
$
|
2,005,152
|
|
|
$
|
1,782,460
|
|
|
$
|
1,609,999
|
|
|
32
|
|
33
|
|
|
December 31,
|
||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
||||
Southwest Gas Corporation:
|
|
|
|
|
||||
Net cash surrender value of COLI policies
|
|
$
|
132,072
|
|
|
$
|
114,405
|
|
Other property
|
|
1,715
|
|
|
1,741
|
|
||
Total Southwest Gas Corporation
|
|
133,787
|
|
|
116,146
|
|
||
Centuri property, equipment, and intangibles
|
|
983,905
|
|
|
792,191
|
|
||
Centuri accumulated provision for depreciation and amortization
|
|
(352,333
|
)
|
|
(298,939
|
)
|
||
Other property
|
|
18,814
|
|
|
14,153
|
|
||
Total Southwest Gas Holdings, Inc.
|
|
$
|
784,173
|
|
|
$
|
623,551
|
|
|
|
December 31, 2019
|
||||||||||
(Thousands of dollars)
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
Customer relationships
|
|
$
|
154,186
|
|
|
$
|
(20,735
|
)
|
|
$
|
133,451
|
|
Trade names and trademarks
|
|
23,353
|
|
|
(6,754
|
)
|
|
16,599
|
|
|||
Customer contracts backlog
|
|
270
|
|
|
(252
|
)
|
|
18
|
|
|||
Noncompete agreements
|
|
2,045
|
|
|
(1,602
|
)
|
|
443
|
|
|||
Total
|
|
$
|
179,854
|
|
|
$
|
(29,343
|
)
|
|
$
|
150,511
|
|
|
|
|
|
|
|
|
||||||
|
|
December 31, 2018
|
||||||||||
Customer relationships
|
|
$
|
152,533
|
|
|
$
|
(11,716
|
)
|
|
$
|
140,817
|
|
Trade names and trademarks
|
|
23,013
|
|
|
(5,234
|
)
|
|
17,779
|
|
|||
Customer contracts backlog
|
|
270
|
|
|
(3
|
)
|
|
267
|
|
|||
Noncompete agreements
|
|
2,022
|
|
|
(1,064
|
)
|
|
958
|
|
|||
Total
|
|
$
|
177,838
|
|
|
$
|
(18,017
|
)
|
|
$
|
159,821
|
|
|
34
|
(Thousands of dollars)
|
|
|
||
2020
|
|
$
|
10,722
|
|
2021
|
|
10,303
|
|
|
2022
|
|
10,215
|
|
|
2023
|
|
10,215
|
|
|
2024
|
|
10,215
|
|
|
Thereafter
|
|
98,841
|
|
|
Total
|
|
$
|
150,511
|
|
|
35
|
(Thousands of dollars)
|
|
Natural Gas Operations
|
|
Utility
Infrastructure
Services
|
|
Total
Company
|
||||||
Balance, December 31, 2017
|
|
$
|
10,095
|
|
|
$
|
169,219
|
|
|
$
|
179,314
|
|
Measurement-period adjustments - Neuco acquisition
|
|
—
|
|
|
182
|
|
|
182
|
|
|||
Goodwill from Linetec acquisition
|
|
—
|
|
|
188,494
|
|
|
188,494
|
|
|||
Foreign currency translation adjustment
|
|
—
|
|
|
(8,945
|
)
|
|
(8,945
|
)
|
|||
Balance, December 31, 2018
|
|
10,095
|
|
|
348,950
|
|
|
359,045
|
|
|||
Measurement-period adjustments - Linetec acquisition
|
|
—
|
|
|
(21,172
|
)
|
|
(21,172
|
)
|
|||
Foreign currency translation adjustment
|
|
—
|
|
|
5,150
|
|
|
5,150
|
|
|||
Balance, December 31, 2019
|
|
$
|
10,095
|
|
|
$
|
332,928
|
|
|
$
|
343,023
|
|
|
36
|
|
37
|
(Thousands of dollars)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Southwest Gas Corporation – natural gas operations segment:
|
|
|
|
|
|
|
||||||
Change in COLI policies
|
|
$
|
17,400
|
|
|
$
|
(3,200
|
)
|
|
$
|
10,300
|
|
Interest income
|
|
6,356
|
|
|
6,020
|
|
|
2,784
|
|
|||
Equity AFUDC
|
|
4,161
|
|
|
3,627
|
|
|
2,296
|
|
|||
Other components of net periodic benefit cost
|
|
(15,059
|
)
|
|
(21,059
|
)
|
|
(19,424
|
)
|
|||
Miscellaneous income and (expense)
|
|
(3,341
|
)
|
|
(2,628
|
)
|
|
(2,344
|
)
|
|||
Southwest Gas Corporation – total other income (deductions)
|
|
9,517
|
|
|
(17,240
|
)
|
|
(6,388
|
)
|
|||
Utility infrastructure services segment:
|
|
|
|
|
|
|
||||||
Interest income
|
|
—
|
|
|
88
|
|
|
3
|
|
|||
Foreign transaction gain (loss)
|
|
546
|
|
|
(222
|
)
|
|
(754
|
)
|
|||
Equity in earnings of unconsolidated investment – Western
|
|
439
|
|
|
531
|
|
|
1,052
|
|
|||
Miscellaneous income and (expense)
|
|
(519
|
)
|
|
(635
|
)
|
|
44
|
|
|||
Centuri – total other income (deductions)
|
|
466
|
|
|
(238
|
)
|
|
345
|
|
|||
Corporate and administrative
|
|
102
|
|
|
52
|
|
|
13
|
|
|||
Consolidated Southwest Gas Holdings, Inc. - total other income (deductions)
|
|
$
|
10,085
|
|
|
$
|
(17,426
|
)
|
|
$
|
(6,030
|
)
|
(In thousands)
|
|
2019
|
|
2018
|
|
2017
|
|||
Average basic shares
|
|
54,245
|
|
|
49,419
|
|
|
47,965
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|||
Management Incentive Plan shares
|
|
12
|
|
|
25
|
|
|
8
|
|
Restricted stock units (1)
|
|
55
|
|
|
32
|
|
|
18
|
|
Average diluted shares
|
|
54,312
|
|
|
49,476
|
|
|
47,991
|
|
|
38
|
|
39
|
|
|
December 31,
|
||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
||||
Gas plant:
|
|
|
|
|
||||
Storage
|
|
$
|
100,908
|
|
|
$
|
26,825
|
|
Transmission
|
|
391,864
|
|
|
386,159
|
|
||
Distribution
|
|
6,581,043
|
|
|
6,049,380
|
|
||
General
|
|
467,274
|
|
|
416,643
|
|
||
Software and software-related intangibles
|
|
256,299
|
|
|
241,158
|
|
||
Other
|
|
15,833
|
|
|
14,074
|
|
||
|
|
7,813,221
|
|
|
7,134,239
|
|
||
Less: accumulated depreciation and amortization
|
|
(2,313,050
|
)
|
|
(2,234,029
|
)
|
||
Construction work in progress
|
|
185,026
|
|
|
193,028
|
|
||
Net utility plant
|
|
$
|
5,685,197
|
|
|
$
|
5,093,238
|
|
(Thousands of dollars)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Depreciation and amortization expense
|
|
$
|
197,358
|
|
|
$
|
185,719
|
|
|
$
|
187,075
|
|
•
|
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.
|
|
40
|
•
|
To utilize a portfolio approach to effectively account for the operating lease ROU assets and liabilities with regard to certain equipment leases at Centuri.
|
(Thousands of dollars)
|
|
Year Ended December 31, 2019
|
||
Southwest:
|
|
|
||
Operating lease cost
|
|
$
|
1,531
|
|
|
|
|
||
Centuri:
|
|
|
||
Operating lease cost
|
|
$
|
12,235
|
|
|
|
|
||
Finance lease cost:
|
|
|
||
Amortization of ROU assets
|
|
$
|
137
|
|
Interest on lease liabilities
|
|
34
|
|
|
Total finance lease cost
|
|
171
|
|
|
Short-term lease cost
|
|
16,217
|
|
|
Total lease cost - Southwest Gas Holdings, Inc.
|
|
$
|
30,154
|
|
|
41
|
(Thousands of dollars)
|
|
Southwest
|
|
Centuri
|
|
Consolidated Total
|
||||||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
|
|
|
||||||
Operating cash flows from operating leases
|
|
$
|
1,278
|
|
|
$
|
11,166
|
|
|
$
|
12,444
|
|
Operating cash flows from finance leases
|
|
—
|
|
|
33
|
|
|
33
|
|
|||
Financing cash flows from finance leases
|
|
—
|
|
|
212
|
|
|
212
|
|
|||
|
|
|
|
|
|
|
||||||
ROU assets obtained in exchange for lease obligations:
|
|
|
|
|
|
|
||||||
Operating leases
|
|
$
|
862
|
|
|
$
|
23,825
|
|
|
$
|
24,687
|
|
Finance leases
|
|
—
|
|
|
13,839
|
|
|
13,839
|
|
(Thousands of dollars)
|
|
December 31, 2019
|
||
Southwest:
|
|
|
||
Operating leases:
|
|
|
||
Net utility plant
|
|
$
|
1,443
|
|
|
|
|
||
Other current liabilities
|
|
$
|
723
|
|
Other deferred credits and other long-term liabilities
|
|
730
|
|
|
Total operating lease liabilities
|
|
$
|
1,453
|
|
|
|
|
||
Weighted average remaining lease term (in years)
|
|
2.88
|
|
|
Weighted average discount rate
|
|
3.18
|
%
|
|
|
|
|
||
Centuri:
|
|
|
||
Operating leases:
|
|
|
||
Other property and investments
|
|
$
|
78,954
|
|
|
|
|
||
Other current liabilities
|
|
8,851
|
|
|
Other deferred credits and other long-term liabilities
|
|
73,323
|
|
|
Total operating lease liabilities
|
|
$
|
82,174
|
|
|
|
|
||
Finance leases:
|
|
|
||
Other property and investments
|
|
$
|
14,264
|
|
|
|
|
||
Other current liabilities
|
|
$
|
13,769
|
|
Other deferred credits and other long-term liabilities
|
|
355
|
|
|
Total finance lease liabilities
|
|
$
|
14,124
|
|
|
|
|
||
Weighted average remaining lease term (in years)
|
|
|
||
Operating leases
|
|
10.25
|
|
|
Finance leases
|
|
2.13
|
|
|
|
|
|
||
Weighted average discount rate
|
|
|
||
Operating leases
|
|
4.03
|
%
|
|
Finance leases
|
|
6.10
|
%
|
|
42
|
(Thousands of dollars)
|
|
Operating Leases
|
||
Southwest:
|
|
|
||
2020
|
|
$
|
756
|
|
2021
|
|
376
|
|
|
2022
|
|
188
|
|
|
2023
|
|
78
|
|
|
2024
|
|
56
|
|
|
Thereafter
|
|
74
|
|
|
Total lease payments
|
|
1,528
|
|
|
Less imputed interest
|
|
75
|
|
|
Total
|
|
$
|
1,453
|
|
(Thousands of dollars)
|
|
Operating Leases
|
|
Finance Leases
|
||||
Centuri:
|
|
|
|
|
||||
2020
|
|
$
|
12,225
|
|
|
$
|
13,799
|
|
2021
|
|
11,235
|
|
|
143
|
|
||
2022
|
|
10,613
|
|
|
154
|
|
||
2023
|
|
8,823
|
|
|
87
|
|
||
2024
|
|
8,065
|
|
|
1
|
|
||
Thereafter
|
|
49,862
|
|
|
—
|
|
||
Total lease payments
|
|
100,823
|
|
|
14,184
|
|
||
Less imputed interest
|
|
18,649
|
|
|
60
|
|
||
Total
|
|
$
|
82,174
|
|
|
$
|
14,124
|
|
(Thousands of dollars)
|
|
2018
|
|
2017
|
||||
Southwest Gas Corporation
|
|
$
|
4,556
|
|
|
$
|
4,926
|
|
Centuri
|
|
59,491
|
|
|
62,310
|
|
||
Consolidated rental payments/lease expense
|
|
$
|
64,047
|
|
|
$
|
67,236
|
|
(Thousands of dollars)
|
|
Southwest
|
|
Centuri
|
|
Consolidated Total
|
||||||
2019
|
|
$
|
898
|
|
|
$
|
10,053
|
|
|
$
|
10,951
|
|
2020
|
|
363
|
|
|
7,656
|
|
|
8,019
|
|
|||
2021
|
|
299
|
|
|
5,760
|
|
|
6,059
|
|
|||
2022
|
|
163
|
|
|
5,163
|
|
|
5,326
|
|
|||
2023
|
|
79
|
|
|
3,681
|
|
|
3,760
|
|
|||
Thereafter
|
|
177
|
|
|
10,511
|
|
|
10,688
|
|
|||
Total minimum lease payments
|
|
$
|
1,979
|
|
|
$
|
42,824
|
|
|
$
|
44,803
|
|
|
43
|
|
44
|
|
|
December 31,
|
||||||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Residential
|
|
$
|
972,788
|
|
|
$
|
887,220
|
|
|
$
|
857,204
|
|
Small commercial
|
|
249,117
|
|
|
255,083
|
|
|
243,513
|
|
|||
Large commercial
|
|
48,935
|
|
|
53,192
|
|
|
52,379
|
|
|||
Industrial/other
|
|
22,074
|
|
|
23,489
|
|
|
22,026
|
|
|||
Transportation
|
|
92,380
|
|
|
86,990
|
|
|
87,759
|
|
|||
Revenue from contracts with customers
|
|
1,385,294
|
|
|
1,305,974
|
|
|
1,262,881
|
|
|||
Alternative revenue program revenues (deferrals)
|
|
(25,112
|
)
|
|
45,979
|
|
|
35,347
|
|
|||
Other revenues (a)
|
|
8,757
|
|
|
5,775
|
|
|
4,080
|
|
|||
Total Gas operating revenues
|
|
$
|
1,368,939
|
|
|
$
|
1,357,728
|
|
|
$
|
1,302,308
|
|
|
45
|
|
|
December 31,
|
||||||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Service Types:
|
|
|
|
|
|
|
||||||
Gas infrastructure services
|
|
$
|
1,238,974
|
|
|
$
|
1,123,682
|
|
|
$
|
891,139
|
|
Electric power infrastructure services
|
|
247,717
|
|
|
32,629
|
|
|
18,114
|
|
|||
Other
|
|
264,287
|
|
|
365,974
|
|
|
337,231
|
|
|||
Total Utility infrastructure services revenues
|
|
$
|
1,750,978
|
|
|
$
|
1,522,285
|
|
|
$
|
1,246,484
|
|
|
|
December 31,
|
||||||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Contract Types:
|
|
|
|
|
|
|
||||||
Master services agreement
|
|
$
|
1,383,377
|
|
|
$
|
1,102,412
|
|
|
$
|
885,513
|
|
Bid contract
|
|
367,601
|
|
|
419,873
|
|
|
360,971
|
|
|||
Total Utility infrastructure services revenues
|
|
$
|
1,750,978
|
|
|
$
|
1,522,285
|
|
|
$
|
1,246,484
|
|
|
|
|
|
|
|
|
||||||
Unit price contracts
|
|
$
|
1,380,256
|
|
|
$
|
1,258,419
|
|
|
$
|
968,856
|
|
Fixed price contracts
|
|
112,924
|
|
|
117,298
|
|
|
127,497
|
|
|||
Time and materials contracts
|
|
257,798
|
|
|
146,568
|
|
|
150,131
|
|
|||
Total Utility infrastructure services revenues
|
|
$
|
1,750,978
|
|
|
$
|
1,522,285
|
|
|
$
|
1,246,484
|
|
|
|
December 31,
|
||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
||||
Contracts receivable, net
|
|
$
|
223,904
|
|
|
$
|
186,249
|
|
Revenue earned on contracts in progress in excess of billings
|
|
99,399
|
|
|
87,520
|
|
||
Amounts billed in excess of revenue earned on contracts
|
|
4,525
|
|
|
4,211
|
|
|
46
|
|
|
December 31,
|
||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
||||
Billed on completed contracts and contracts in progress
|
|
$
|
216,268
|
|
|
$
|
184,100
|
|
Other receivables
|
|
8,456
|
|
|
2,588
|
|
||
Contracts receivable, gross
|
|
224,724
|
|
|
186,688
|
|
||
Allowance for doubtful accounts
|
|
(820
|
)
|
|
(439
|
)
|
||
Contracts receivable, net
|
|
$
|
223,904
|
|
|
$
|
186,249
|
|
|
|
December 31,
|
||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
||||
Gas utility customer accounts receivable balance
|
|
$
|
148,173
|
|
|
$
|
138,149
|
|
|
47
|
(Thousands of dollars)
|
|
Allowance for
Uncollectibles
|
||
Balance, December 31, 2016
|
|
$
|
2,524
|
|
Additions charged to expense
|
|
2,310
|
|
|
Accounts written off, less recoveries
|
|
(2,723
|
)
|
|
Balance, December 31, 2017
|
|
2,111
|
|
|
Additions charged to expense
|
|
2,959
|
|
|
Accounts written off, less recoveries
|
|
(2,902
|
)
|
|
Balance, December 31, 2018
|
|
2,168
|
|
|
Additions charged to expense
|
|
3,507
|
|
|
Accounts written off, less recoveries
|
|
(3,580
|
)
|
|
Balance, December 31, 2019
|
|
$
|
2,095
|
|
|
48
|
|
|
December 31,
|
||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
||||
Regulatory assets:
|
|
|
|
|
||||
Accrued pension and other postretirement benefit costs (1)
|
|
$
|
420,114
|
|
|
$
|
383,170
|
|
Unrealized net loss on non-trading derivatives (Swaps) (2)
|
|
10,951
|
|
|
1,862
|
|
||
Deferred purchased gas costs (3)
|
|
44,412
|
|
|
4,928
|
|
||
Accrued purchased gas costs (4)
|
|
8,000
|
|
|
29,000
|
|
||
Unamortized premium on reacquired debt (5)
|
|
18,249
|
|
|
19,599
|
|
||
Accrued absence time (8)
|
|
14,519
|
|
|
14,126
|
|
||
Margin, interest- and property tax-tracking (9)
|
|
33,380
|
|
|
88,290
|
|
||
Other (10)
|
|
33,134
|
|
|
32,616
|
|
||
|
|
582,759
|
|
|
573,591
|
|
||
Regulatory liabilities:
|
|
|
|
|
||||
Deferred purchased gas costs (3)
|
|
(60,755
|
)
|
|
(79,762
|
)
|
||
Accumulated removal costs
|
|
(395,000
|
)
|
|
(383,000
|
)
|
||
Unrealized net gain on non-trading derivatives (Swaps) (2)
|
|
—
|
|
|
(144
|
)
|
||
Unamortized gain on reacquired debt (6)
|
|
(8,181
|
)
|
|
(8,717
|
)
|
||
Regulatory excess deferred taxes and gross-up (7)
|
|
(455,625
|
)
|
|
(458,834
|
)
|
||
Margin, interest- and property tax-tracking (9)
|
|
(22,650
|
)
|
|
(7,273
|
)
|
||
Other (10)
|
|
(4,438
|
)
|
|
(12,638
|
)
|
||
Net regulatory liabilities
|
|
$
|
(363,890
|
)
|
|
$
|
(376,777
|
)
|
|
49
|
|
|
December 31,
|
||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
||||
Other Regulatory Assets:
|
|
|
|
|
||||
State mandated public purpose programs (including low income and conservation programs) (a) (e)
|
|
$
|
9,172
|
|
|
$
|
6,253
|
|
Infrastructure replacement programs and similar (b) (e)
|
|
8,236
|
|
|
12,486
|
|
||
Environmental compliance programs (c) (e)
|
|
5,768
|
|
|
5,046
|
|
||
Other (d)
|
|
9,958
|
|
|
8,831
|
|
||
|
|
$
|
33,134
|
|
|
$
|
32,616
|
|
|
|
December 31,
|
||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
||||
Other Regulatory Liabilities:
|
|
|
|
|
||||
State mandated public purpose programs (including low income and conservation programs) (a) (d)
|
|
$
|
(308
|
)
|
|
$
|
(8,598
|
)
|
Environmental compliance programs (d) (e)
|
|
(527
|
)
|
|
—
|
|
||
Regulatory accounts for differences related to pension funding (b)
|
|
(2,476
|
)
|
|
(3,221
|
)
|
||
Other (c) (d)
|
|
(1,127
|
)
|
|
(819
|
)
|
||
|
|
$
|
(4,438
|
)
|
|
$
|
(12,638
|
)
|
|
50
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||||||||||||||
(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
|
|
Before-
Tax
Amount
|
|
Tax
(Expense)
or
Benefit (1)
|
|
Net-of-
Tax
Amount
|
||||||||||||||||||
Defined benefit pension plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net actuarial gain/(loss)
|
|
$
|
(71,087
|
)
|
|
$
|
17,061
|
|
|
$
|
(54,026
|
)
|
|
$
|
(20,426
|
)
|
|
$
|
4,902
|
|
|
$
|
(15,524
|
)
|
|
$
|
(43,027
|
)
|
|
$
|
10,326
|
|
|
$
|
(32,701
|
)
|
Amortization of prior service cost
|
|
1,271
|
|
|
(305
|
)
|
|
966
|
|
|
1,335
|
|
|
(320
|
)
|
|
1,015
|
|
|
1,335
|
|
|
(507
|
)
|
|
828
|
|
|||||||||
Amortization of net actuarial (gain)/loss
|
|
23,376
|
|
|
(5,610
|
)
|
|
17,766
|
|
|
33,617
|
|
|
(8,068
|
)
|
|
25,549
|
|
|
25,445
|
|
|
(9,669
|
)
|
|
15,776
|
|
|||||||||
Prior service cost
|
|
(1,878
|
)
|
|
452
|
|
|
(1,426
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Regulatory adjustment
|
|
36,944
|
|
|
(8,867
|
)
|
|
28,077
|
|
|
(8,233
|
)
|
|
1,976
|
|
|
(6,257
|
)
|
|
12,340
|
|
|
250
|
|
|
12,590
|
|
|||||||||
Pension plans other comprehensive income (loss)
|
|
(11,374
|
)
|
|
2,731
|
|
|
(8,643
|
)
|
|
6,293
|
|
|
(1,510
|
)
|
|
4,783
|
|
|
(3,907
|
)
|
|
400
|
|
|
(3,507
|
)
|
|||||||||
FSIRS (designated hedging activities):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Amounts reclassified into net income
|
|
3,344
|
|
|
(803
|
)
|
|
2,541
|
|
|
3,345
|
|
|
(804
|
)
|
|
2,541
|
|
|
3,344
|
|
|
(1,271
|
)
|
|
2,073
|
|
|||||||||
FSIRS other comprehensive income (loss)
|
|
3,344
|
|
|
(803
|
)
|
|
2,541
|
|
|
3,345
|
|
|
(804
|
)
|
|
2,541
|
|
|
3,344
|
|
|
(1,271
|
)
|
|
2,073
|
|
|||||||||
Total other comprehensive income (loss) –Southwest Gas Corporation
|
|
(8,030
|
)
|
|
1,928
|
|
|
(6,102
|
)
|
|
9,638
|
|
|
(2,314
|
)
|
|
7,324
|
|
|
(563
|
)
|
|
(871
|
)
|
|
(1,434
|
)
|
|||||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Translation adjustments
|
|
2,038
|
|
|
—
|
|
|
2,038
|
|
|
(3,010
|
)
|
|
—
|
|
|
(3,010
|
)
|
|
1,771
|
|
|
—
|
|
|
1,771
|
|
|||||||||
Foreign currency other comprehensive income (loss)
|
|
2,038
|
|
|
—
|
|
|
2,038
|
|
|
(3,010
|
)
|
|
—
|
|
|
(3,010
|
)
|
|
1,771
|
|
|
—
|
|
|
1,771
|
|
|||||||||
Total other comprehensive income (loss) – Southwest Gas Holdings, Inc.
|
|
$
|
(5,992
|
)
|
|
$
|
1,928
|
|
|
$
|
(4,064
|
)
|
|
$
|
6,628
|
|
|
$
|
(2,314
|
)
|
|
$
|
4,314
|
|
|
$
|
1,208
|
|
|
$
|
(871
|
)
|
|
$
|
337
|
|
(Thousands of dollars)
|
|
|
||
Retirement plan net actuarial loss
|
|
$
|
36,000
|
|
SERP net actuarial loss
|
|
1,800
|
|
|
PBOP prior service cost
|
|
1,200
|
|
|
51
|
|
Defined Benefit Plans
|
|
FSIRS
|
|
Foreign Currency Items
|
|
|
||||||||||||||||||||||||||||||||
(Thousands of dollars)
|
Before-Tax
|
|
Tax
(Expense)
Benefit (4,5)
|
|
After-Tax (5)
|
|
Before-
Tax
|
|
Tax
(Expense) Benefit (4,5) |
|
After-Tax (5)
|
|
Before-
Tax
|
|
Tax
(Expense)
Benefit
|
|
After-Tax
|
|
AOCI
|
||||||||||||||||||||
Beginning Balance AOCI December 31, 2018
|
$
|
(55,227
|
)
|
|
$
|
13,254
|
|
|
$
|
(41,973
|
)
|
|
$
|
(9,310
|
)
|
|
$
|
2,234
|
|
|
$
|
(7,076
|
)
|
|
$
|
(3,619
|
)
|
|
$
|
—
|
|
|
$
|
(3,619
|
)
|
|
$
|
(52,668
|
)
|
Net actuarial gain/(loss)
|
(71,087
|
)
|
|
17,061
|
|
|
(54,026
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54,026
|
)
|
||||||||||
Translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,038
|
|
|
—
|
|
|
2,038
|
|
|
2,038
|
|
||||||||||
Other comprehensive income before reclassifications
|
(71,087
|
)
|
|
17,061
|
|
|
(54,026
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,038
|
|
|
—
|
|
|
2,038
|
|
|
(51,988
|
)
|
||||||||||
FSIRS amounts reclassified from AOCI (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
3,344
|
|
|
(803
|
)
|
|
2,541
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,541
|
|
||||||||||
Amortization of prior service cost (2)
|
1,271
|
|
|
(305
|
)
|
|
966
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
966
|
|
||||||||||
Amortization of net actuarial loss (2)
|
23,376
|
|
|
(5,610
|
)
|
|
17,766
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,766
|
|
||||||||||
Prior service cost
|
(1,878
|
)
|
|
452
|
|
|
(1,426
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,426
|
)
|
||||||||||
Regulatory adjustment (3)
|
36,944
|
|
|
(8,867
|
)
|
|
28,077
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
28,077
|
|
||||||||||
Net current period other
comprehensive income (loss) attributable to Southwest Gas Holdings, Inc. |
(11,374
|
)
|
|
2,731
|
|
|
(8,643
|
)
|
|
3,344
|
|
|
(803
|
)
|
|
2,541
|
|
|
2,038
|
|
|
—
|
|
|
2,038
|
|
|
(4,064
|
)
|
||||||||||
Ending Balance AOCI December 31, 2019
|
$
|
(66,601
|
)
|
|
$
|
15,985
|
|
|
$
|
(50,616
|
)
|
|
$
|
(5,966
|
)
|
|
$
|
1,431
|
|
|
$
|
(4,535
|
)
|
|
$
|
(1,581
|
)
|
|
$
|
—
|
|
|
$
|
(1,581
|
)
|
|
$
|
(56,732
|
)
|
|
Defined Benefit Plans
|
|
FSIRS
|
|
|
||||||||||||||||||||||
(Thousands of dollars)
|
Before-Tax
|
|
Tax
(Expense)
Benefit (9,10)
|
|
After-
Tax (10)
|
|
Before-
Tax
|
|
Tax
(Expense)
Benefit (9,10)
|
|
After-
Tax (10)
|
|
AOCI
|
||||||||||||||
Beginning Balance AOCI December 31, 2018
|
$
|
(55,227
|
)
|
|
$
|
13,254
|
|
|
$
|
(41,973
|
)
|
|
$
|
(9,310
|
)
|
|
$
|
2,234
|
|
|
$
|
(7,076
|
)
|
|
$
|
(49,049
|
)
|
Net actuarial gain/(loss)
|
(71,087
|
)
|
|
17,061
|
|
|
(54,026
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54,026
|
)
|
|||||||
Other comprehensive loss before reclassifications
|
(71,087
|
)
|
|
17,061
|
|
|
(54,026
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54,026
|
)
|
|||||||
FSIRS amounts reclassified from AOCI (6)
|
—
|
|
|
—
|
|
|
—
|
|
|
3,344
|
|
|
(803
|
)
|
|
2,541
|
|
|
2,541
|
|
|||||||
Amortization of prior service cost (7)
|
1,271
|
|
|
(305
|
)
|
|
966
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
966
|
|
|||||||
Amortization of net actuarial loss (7)
|
23,376
|
|
|
(5,610
|
)
|
|
17,766
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,766
|
|
|||||||
Prior service cost
|
(1,878
|
)
|
|
452
|
|
|
(1,426
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,426
|
)
|
|||||||
Regulatory adjustment (8)
|
36,944
|
|
|
(8,867
|
)
|
|
28,077
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,077
|
|
|||||||
Net current period other comprehensive income (loss) attributable to Southwest Gas Corporation
|
(11,374
|
)
|
|
2,731
|
|
|
(8,643
|
)
|
|
3,344
|
|
|
(803
|
)
|
|
2,541
|
|
|
(6,102
|
)
|
|||||||
Ending Balance AOCI December 31, 2019
|
$
|
(66,601
|
)
|
|
$
|
15,985
|
|
|
$
|
(50,616
|
)
|
|
$
|
(5,966
|
)
|
|
$
|
1,431
|
|
|
$
|
(4,535
|
)
|
|
$
|
(55,151
|
)
|
|
52
|
|
|
Year Ended December 31,
|
||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
||||
Net actuarial loss
|
|
$
|
(483,074
|
)
|
|
$
|
(435,364
|
)
|
Prior service cost
|
|
(3,641
|
)
|
|
(3,033
|
)
|
||
Less: amount recognized in regulatory assets
|
|
420,114
|
|
|
383,170
|
|
||
Recognized in AOCI
|
|
$
|
(66,601
|
)
|
|
$
|
(55,227
|
)
|
|
|
Three Months Ended
|
Life-To-Date Ended
|
|||||
|
|
December 31, 2019
|
||||||
Gross proceeds
|
|
$
|
24,999,876
|
|
|
$
|
124,337,247
|
|
Less: agent commissions
|
|
(249,999
|
)
|
|
(1,243,372
|
)
|
||
Net proceeds
|
|
$
|
24,749,877
|
|
|
$
|
123,093,875
|
|
Number of shares sold
|
|
331,990
|
|
|
1,478,945
|
|||
Weighted average price per share
|
|
$
|
75.30
|
|
|
$
|
84.07
|
|
|
53
|
|
54
|
|
|
December 31,
|
||||||||||||||
|
|
2019
|
|
2018
|
||||||||||||
|
|
Carrying
Amount
|
|
Market
Value
|
|
Carrying
Amount
|
|
Market
Value
|
||||||||
(Thousands of dollars)
|
|
|
|
|
|
|
|
|
||||||||
Southwest Gas Corporation:
|
|
|
|
|
|
|
|
|
||||||||
Debentures:
|
|
|
|
|
|
|
|
|
||||||||
Notes, 4.45%, due 2020
|
|
$
|
125,000
|
|
|
$
|
126,673
|
|
|
$
|
125,000
|
|
|
$
|
126,213
|
|
Notes, 6.1%, due 2041
|
|
125,000
|
|
|
162,666
|
|
|
125,000
|
|
|
150,728
|
|
||||
Notes, 3.875%, due 2022
|
|
250,000
|
|
|
258,550
|
|
|
250,000
|
|
|
254,195
|
|
||||
Notes, 4.875%, due 2043
|
|
250,000
|
|
|
291,928
|
|
|
250,000
|
|
|
268,985
|
|
||||
Notes, 3.8%, due 2046
|
|
300,000
|
|
|
308,307
|
|
|
300,000
|
|
|
267,030
|
|
||||
Notes, 3.7%, due 2028
|
|
300,000
|
|
|
320,685
|
|
|
300,000
|
|
|
298,926
|
|
||||
Notes, 4.15%, due 2049
|
|
300,000
|
|
|
330,138
|
|
|
—
|
|
|
—
|
|
||||
8% Series, due 2026
|
|
75,000
|
|
|
96,905
|
|
|
75,000
|
|
|
93,827
|
|
||||
Medium-term notes, 7.78% series, due 2022
|
|
25,000
|
|
|
27,500
|
|
|
25,000
|
|
|
27,497
|
|
||||
Medium-term notes, 7.92% series, due 2027
|
|
25,000
|
|
|
32,543
|
|
|
25,000
|
|
|
30,016
|
|
||||
Medium-term notes, 6.76% series, due 2027
|
|
7,500
|
|
|
9,156
|
|
|
7,500
|
|
|
8,651
|
|
||||
Unamortized discount and debt issuance costs
|
|
(14,450
|
)
|
|
|
|
(11,807
|
)
|
|
|
||||||
|
|
1,768,050
|
|
|
|
|
1,470,693
|
|
|
|
||||||
Revolving credit facility and commercial paper
|
|
150,000
|
|
|
150,000
|
|
|
150,000
|
|
|
150,000
|
|
||||
Industrial development revenue bonds:
|
|
|
|
|
|
|
|
|
||||||||
Variable-rate bonds:
|
|
|
|
|
|
|
|
|
||||||||
Tax-exempt Series A, due 2028
|
|
50,000
|
|
|
50,000
|
|
|
50,000
|
|
|
50,000
|
|
||||
2003 Series A, due 2038
|
|
50,000
|
|
|
50,000
|
|
|
50,000
|
|
|
50,000
|
|
||||
2008 Series A, due 2038
|
|
50,000
|
|
|
50,000
|
|
|
50,000
|
|
|
50,000
|
|
||||
2009 Series A, due 2039
|
|
50,000
|
|
|
50,000
|
|
|
50,000
|
|
|
50,000
|
|
||||
Unamortized discount and debt issuance costs
|
|
(1,717
|
)
|
|
|
|
(2,024
|
)
|
|
|
||||||
|
|
198,283
|
|
|
|
|
197,976
|
|
|
|
||||||
Less: current maturities
|
|
(125,000
|
)
|
|
|
|
—
|
|
|
|
||||||
Long-term debt, less current maturities – Southwest Gas Corporation
|
|
$
|
1,991,333
|
|
|
|
|
$
|
1,818,669
|
|
|
|
||||
Centuri:
|
|
|
|
|
|
|
|
|
||||||||
Centuri term loan facility
|
|
$
|
244,812
|
|
|
252,182
|
|
|
$
|
255,959
|
|
|
260,135
|
|
||
Unamortized debt issuance costs
|
|
(1,101
|
)
|
|
|
|
(1,414
|
)
|
|
|
||||||
|
|
243,711
|
|
|
|
|
254,545
|
|
|
|
||||||
Centuri secured revolving credit facility
|
|
60,021
|
|
|
60,057
|
|
|
—
|
|
|
—
|
|
||||
Centuri other debt obligations
|
|
43,929
|
|
|
44,787
|
|
|
67,104
|
|
|
67,053
|
|
||||
Less: current maturities
|
|
(38,512
|
)
|
|
|
|
(33,060
|
)
|
|
|
||||||
Long-term debt, less current maturities – Centuri
|
|
$
|
309,149
|
|
|
|
|
$
|
288,589
|
|
|
|
||||
Consolidated Southwest Gas Holdings, Inc.:
|
|
|
|
|
|
|
|
|
||||||||
Southwest Gas Corporation long-term debt
|
|
$
|
2,116,333
|
|
|
|
|
$
|
1,818,669
|
|
|
|
||||
Centuri long-term debt
|
|
347,661
|
|
|
|
|
321,649
|
|
|
|
||||||
Less: current maturities
|
|
(163,512
|
)
|
|
|
|
(33,060
|
)
|
|
|
||||||
Long-term debt, less current maturities – Southwest Gas Holdings, Inc.
|
|
$
|
2,300,482
|
|
|
|
|
$
|
2,107,258
|
|
|
|
|
55
|
|
|
December 31,
|
||||
|
|
2019
|
|
2018
|
||
2003 Series A
|
|
2.51
|
%
|
|
2.61
|
%
|
2008 Series A
|
|
2.46
|
%
|
|
2.52
|
%
|
2009 Series A
|
|
2.37
|
%
|
|
2.51
|
%
|
Tax-exempt Series A
|
|
2.32
|
%
|
|
2.53
|
%
|
|
56
|
(Thousands of dollars)
|
|
Southwest
|
|
Centuri
|
|
Total
|
||||||
2020
|
|
$
|
125,000
|
|
|
$
|
38,512
|
|
|
$
|
163,512
|
|
2021
|
|
—
|
|
|
33,785
|
|
|
33,785
|
|
|||
2022
|
|
425,000
|
|
|
35,783
|
|
|
460,783
|
|
|||
2023
|
|
—
|
|
|
240,681
|
|
|
240,681
|
|
|||
2024
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Year Ended December 31,
|
||||||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Share-based compensation plan expense, net of related tax benefits
|
|
$
|
5,154
|
|
|
$
|
4,644
|
|
|
$
|
6,751
|
|
Share-based compensation plan related tax benefits
|
|
1,627
|
|
|
1,467
|
|
|
4,137
|
|
|
57
|
|
|
Management
Incentive
Plan Shares
|
|
Weighted-
average grant date fair value
|
|
Restricted
Stock/
Units (1)
|
|
Weighted-
average grant date fair value
|
||||||
Nonvested/unissued at December 31, 2018
|
|
65
|
|
|
$
|
66.51
|
|
|
323
|
|
|
$
|
56.16
|
|
Granted
|
|
—
|
|
|
|
|
|
108
|
|
|
81.75
|
|
||
Dividends
|
|
1
|
|
|
|
|
7
|
|
|
|
||||
Forfeited or expired
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
77.80
|
|
||
Vested and issued (2)
|
|
(37
|
)
|
|
55.31
|
|
|
(64
|
)
|
|
63.21
|
|
||
Nonvested/unissued at December 31, 2019
|
|
29
|
|
|
$
|
79.16
|
|
|
365
|
|
|
$
|
60.94
|
|
|
58
|
|
59
|
|
|
December 31,
|
||||
|
|
2019
|
|
2018
|
||
Discount rate
|
|
3.50
|
%
|
|
4.50
|
%
|
Weighted-average rate of compensation increase
|
|
3.25
|
%
|
|
3.25
|
%
|
Asset return assumption
|
|
6.75
|
%
|
|
7.00
|
%
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
|
2019
|
|
2018
|
||||||||||||||||||||
(Thousands of dollars)
|
|
Qualified
Retirement Plan
|
|
SERP
|
|
PBOP
|
|
Qualified
Retirement Plan
|
|
SERP
|
|
PBOP
|
||||||||||||
Change in benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation for service rendered to date at beginning of year (PBO/PBO/APBO)
|
|
$
|
1,116,014
|
|
|
$
|
40,603
|
|
|
$
|
69,956
|
|
|
$
|
1,203,484
|
|
|
$
|
45,727
|
|
|
$
|
75,322
|
|
Service cost
|
|
25,864
|
|
|
266
|
|
|
1,276
|
|
|
28,555
|
|
|
245
|
|
|
1,473
|
|
||||||
Interest cost
|
|
49,006
|
|
|
1,760
|
|
|
3,046
|
|
|
44,174
|
|
|
1,658
|
|
|
2,748
|
|
||||||
Plan amendments
|
|
—
|
|
|
—
|
|
|
1,878
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Actuarial loss (gain)
|
|
192,416
|
|
|
7,974
|
|
|
3,156
|
|
|
(102,919
|
)
|
|
(3,940
|
)
|
|
(6,020
|
)
|
||||||
Benefits paid
|
|
(53,723
|
)
|
|
(3,206
|
)
|
|
(3,201
|
)
|
|
(57,280
|
)
|
|
(3,087
|
)
|
|
(3,567
|
)
|
||||||
Benefit obligation at end of year (PBO/PBO/APBO)
|
|
1,329,577
|
|
|
47,397
|
|
|
76,111
|
|
|
1,116,014
|
|
|
40,603
|
|
|
69,956
|
|
||||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Market value of plan assets at beginning of year
|
|
790,614
|
|
|
—
|
|
|
47,341
|
|
|
871,665
|
|
|
—
|
|
|
54,608
|
|
||||||
Actual return on plan assets
|
|
186,102
|
|
|
—
|
|
|
9,757
|
|
|
(67,771
|
)
|
|
—
|
|
|
(3,061
|
)
|
||||||
Employer contributions
|
|
52,000
|
|
|
3,206
|
|
|
—
|
|
|
44,000
|
|
|
3,087
|
|
|
—
|
|
||||||
Benefits paid
|
|
(53,723
|
)
|
|
(3,206
|
)
|
|
(4,260
|
)
|
|
(57,280
|
)
|
|
(3,087
|
)
|
|
(4,206
|
)
|
||||||
Market value of plan assets at end of year
|
|
974,993
|
|
|
—
|
|
|
52,838
|
|
|
790,614
|
|
|
—
|
|
|
47,341
|
|
||||||
Funded status at year end
|
|
$
|
(354,584
|
)
|
|
$
|
(47,397
|
)
|
|
$
|
(23,273
|
)
|
|
$
|
(325,400
|
)
|
|
$
|
(40,603
|
)
|
|
$
|
(22,615
|
)
|
Weighted-average assumptions (benefit obligation):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate
|
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
||||||
Weighted-average rate of compensation increase
|
|
3.25
|
%
|
|
3.25
|
%
|
|
N/A
|
|
|
3.25
|
%
|
|
3.25
|
%
|
|
N/A
|
|
|
60
|
|
|
December 31,
|
||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
||||
Retirement plan
|
|
$
|
1,219,989
|
|
|
$
|
1,024,030
|
|
SERP
|
|
46,067
|
|
|
38,793
|
|
(Millions of dollars)
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025-2029
|
||||||||||||
Pension
|
|
$
|
56.0
|
|
|
$
|
58.0
|
|
|
$
|
59.0
|
|
|
$
|
60.0
|
|
|
$
|
61.0
|
|
|
$
|
331.0
|
|
SERP
|
|
3.1
|
|
|
3.1
|
|
|
3.1
|
|
|
3.1
|
|
|
3.1
|
|
|
14.8
|
|
||||||
PBOP
|
|
4.9
|
|
|
4.9
|
|
|
4.9
|
|
|
4.9
|
|
|
4.8
|
|
|
22.5
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
||||||||||
(Thousands of dollars)
|
|
Originally Reported
|
|
Reclassification
|
|
Revised
|
||||||
Southwest Gas Holdings, Inc.
|
|
|
|
|
|
|
||||||
Operations and maintenance
|
|
$
|
412,187
|
|
|
$
|
(19,424
|
)
|
|
$
|
392,763
|
|
Other income (deductions)
|
|
13,394
|
|
|
(19,424
|
)
|
|
(6,030
|
)
|
|||
|
|
|
|
|
|
|
||||||
Southwest Gas Corporation
|
|
|
|
|
|
|
||||||
Operations and maintenance
|
|
$
|
410,745
|
|
|
$
|
(19,424
|
)
|
|
$
|
391,321
|
|
Other income (deductions)
|
|
13,036
|
|
|
(19,424
|
)
|
|
(6,388
|
)
|
|
61
|
|
|
Qualified Retirement Plan
|
|
SERP
|
|
PBOP
|
||||||||||||||||||||||||||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
Service cost
|
|
$
|
25,864
|
|
|
$
|
28,555
|
|
|
$
|
23,392
|
|
|
$
|
266
|
|
|
$
|
245
|
|
|
$
|
309
|
|
|
$
|
1,276
|
|
|
$
|
1,473
|
|
|
$
|
1,468
|
|
Interest cost
|
|
49,006
|
|
|
44,174
|
|
|
46,083
|
|
|
1,760
|
|
|
1,658
|
|
|
1,883
|
|
|
3,046
|
|
|
2,748
|
|
|
3,232
|
|
|||||||||
Expected return on plan assets
|
|
(60,244
|
)
|
|
(58,755
|
)
|
|
(55,196
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,156
|
)
|
|
(3,718
|
)
|
|
(3,358
|
)
|
|||||||||
Amortization of prior service cost
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,271
|
|
|
1,335
|
|
|
1,335
|
|
|||||||||
Amortization of net actuarial loss
|
|
22,356
|
|
|
32,115
|
|
|
24,004
|
|
|
1,020
|
|
|
1,502
|
|
|
1,441
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Net periodic benefit cost
|
|
$
|
36,982
|
|
|
$
|
46,089
|
|
|
$
|
38,283
|
|
|
$
|
3,046
|
|
|
$
|
3,405
|
|
|
$
|
3,633
|
|
|
$
|
2,437
|
|
|
$
|
1,838
|
|
|
$
|
2,677
|
|
Weighted-average assumptions (net benefit cost)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Discount rate
|
|
4.50
|
%
|
|
3.75
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
3.75
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
3.75
|
%
|
|
4.50
|
%
|
|||||||||
Expected return on plan assets
|
|
7.00
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
7.00
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
|||||||||
Weighted-average rate of compensation increase
|
|
3.25
|
%
|
|
3.25
|
%
|
|
3.25
|
%
|
|
3.25
|
%
|
|
3.25
|
%
|
|
3.25
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||||||||||||||||||||||||||
(Thousands of dollars)
|
|
Total
|
|
Qualified
Retirement
Plan
|
|
SERP
|
|
PBOP
|
|
Total
|
|
Qualified
Retirement
Plan
|
|
SERP
|
|
PBOP
|
|
Total
|
|
Qualified
Retirement
Plan
|
|
SERP
|
|
PBOP
|
||||||||||||||||||||||||
Net actuarial loss (gain) (a)
|
|
$
|
71,087
|
|
|
$
|
66,557
|
|
|
$
|
7,975
|
|
|
$
|
(3,445
|
)
|
|
$
|
20,426
|
|
|
$
|
23,607
|
|
|
$
|
(3,940
|
)
|
|
$
|
759
|
|
|
$
|
43,027
|
|
|
$
|
44,149
|
|
|
$
|
3,334
|
|
|
$
|
(4,456
|
)
|
Amortization of prior service cost (b)
|
|
(1,271
|
)
|
|
—
|
|
|
—
|
|
|
(1,271
|
)
|
|
(1,335
|
)
|
|
—
|
|
|
—
|
|
|
(1,335
|
)
|
|
(1,335
|
)
|
|
—
|
|
|
—
|
|
|
(1,335
|
)
|
||||||||||||
Amortization of net
actuarial loss (b)
|
|
(23,376
|
)
|
|
(22,356
|
)
|
|
(1,020
|
)
|
|
—
|
|
|
(33,617
|
)
|
|
(32,115
|
)
|
|
(1,502
|
)
|
|
—
|
|
|
(25,445
|
)
|
|
(24,004
|
)
|
|
(1,441
|
)
|
|
—
|
|
||||||||||||
Prior service cost
|
|
1,878
|
|
|
—
|
|
|
—
|
|
|
1,878
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Regulatory adjustment
|
|
(36,944
|
)
|
|
(39,782
|
)
|
|
—
|
|
|
2,838
|
|
|
8,233
|
|
|
7,657
|
|
|
—
|
|
|
576
|
|
|
(12,340
|
)
|
|
(18,131
|
)
|
|
—
|
|
|
5,791
|
|
||||||||||||
Recognized in other comprehensive (income) loss
|
|
11,374
|
|
|
4,419
|
|
|
6,955
|
|
|
—
|
|
|
(6,293
|
)
|
|
(851
|
)
|
|
(5,442
|
)
|
|
—
|
|
|
3,907
|
|
|
2,014
|
|
|
1,893
|
|
|
—
|
|
||||||||||||
Net periodic benefit costs recognized in net income
|
|
42,465
|
|
|
36,982
|
|
|
3,046
|
|
|
2,437
|
|
|
51,332
|
|
|
46,089
|
|
|
3,405
|
|
|
1,838
|
|
|
44,593
|
|
|
38,283
|
|
|
3,633
|
|
|
2,677
|
|
||||||||||||
Total of amount recognized in net periodic benefit cost and other comprehensive (income) loss
|
|
$
|
53,839
|
|
|
$
|
41,401
|
|
|
$
|
10,001
|
|
|
$
|
2,437
|
|
|
$
|
45,039
|
|
|
$
|
45,238
|
|
|
$
|
(2,037
|
)
|
|
$
|
1,838
|
|
|
$
|
48,500
|
|
|
$
|
40,297
|
|
|
$
|
5,526
|
|
|
$
|
2,677
|
|
|
62
|
|
|
December 31,
|
||||||||||||||||||||||
|
|
2019
|
|
2018
|
||||||||||||||||||||
(Thousands of dollars)
|
|
Qualified
Retirement
Plan
|
|
PBOP
|
|
Total
|
|
Qualified
Retirement
Plan
|
|
PBOP
|
|
Total
|
||||||||||||
Assets at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Level 1 – Quoted prices in active markets for identical financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mutual funds
|
|
$
|
—
|
|
|
$
|
29,188
|
|
|
$
|
29,188
|
|
|
$
|
—
|
|
|
$
|
25,299
|
|
|
$
|
25,299
|
|
Total Level 1 Assets (1)
|
|
$
|
—
|
|
|
$
|
29,188
|
|
|
$
|
29,188
|
|
|
$
|
—
|
|
|
$
|
25,299
|
|
|
$
|
25,299
|
|
Level 2 – Significant other observable inputs
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Private commingled equity funds (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Global
|
|
$
|
266,908
|
|
|
$
|
6,338
|
|
|
$
|
273,246
|
|
|
$
|
215,280
|
|
|
$
|
5,896
|
|
|
$
|
221,176
|
|
International
|
|
117,086
|
|
|
2,780
|
|
|
119,866
|
|
|
94,465
|
|
|
2,588
|
|
|
97,053
|
|
||||||
U.S. equity securities
|
|
184,642
|
|
|
4,386
|
|
|
189,028
|
|
|
147,693
|
|
|
4,045
|
|
|
151,738
|
|
||||||
Emerging markets
|
|
62,943
|
|
|
1,494
|
|
|
64,437
|
|
|
50,817
|
|
|
1,392
|
|
|
52,209
|
|
||||||
Private commingled fixed income funds (3)
|
|
335,138
|
|
|
7,959
|
|
|
343,097
|
|
|
274,062
|
|
|
7,506
|
|
|
281,568
|
|
||||||
Pooled funds and mutual funds
|
|
5,359
|
|
|
689
|
|
|
6,048
|
|
|
5,198
|
|
|
610
|
|
|
5,808
|
|
||||||
Government fixed income and mortgage backed securities
|
|
181
|
|
|
4
|
|
|
185
|
|
|
163
|
|
|
5
|
|
|
168
|
|
||||||
Total Level 2 assets (4)
|
|
$
|
972,257
|
|
|
$
|
23,650
|
|
|
$
|
995,907
|
|
|
$
|
787,678
|
|
|
$
|
22,042
|
|
|
$
|
809,720
|
|
Total Plan assets at fair value
|
|
$
|
972,257
|
|
|
$
|
52,838
|
|
|
$
|
1,025,095
|
|
|
$
|
787,678
|
|
|
$
|
47,341
|
|
|
$
|
835,019
|
|
Insurance company general account contracts (5)
|
|
2,736
|
|
|
—
|
|
|
2,736
|
|
|
2,936
|
|
|
—
|
|
|
2,936
|
|
||||||
Total Plan assets
|
|
$
|
974,993
|
|
|
$
|
52,838
|
|
|
$
|
1,027,831
|
|
|
$
|
790,614
|
|
|
$
|
47,341
|
|
|
$
|
837,955
|
|
|
63
|
|
64
|
|
|
Year ended December 31,
|
||||||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
|
2017
|
||||||
U.S.
|
|
$
|
261,525
|
|
|
$
|
235,120
|
|
|
$
|
246,131
|
|
Foreign
|
|
11,145
|
|
|
8,216
|
|
|
12,899
|
|
|||
Total income before income taxes
|
|
$
|
272,670
|
|
|
$
|
243,336
|
|
|
$
|
259,030
|
|
|
|
Year Ended December 31,
|
||||||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
622
|
|
|
$
|
(13,476
|
)
|
|
$
|
(1,316
|
)
|
State
|
|
(1,510
|
)
|
|
(3,219
|
)
|
|
2,965
|
|
|||
Foreign
|
|
5,013
|
|
|
2,563
|
|
|
5,203
|
|
|||
|
|
4,125
|
|
|
(14,132
|
)
|
|
6,852
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
45,593
|
|
|
67,784
|
|
|
58,443
|
|
|||
State
|
|
8,212
|
|
|
8,901
|
|
|
1,837
|
|
|||
Foreign
|
|
(1,907
|
)
|
|
(869
|
)
|
|
(2,044
|
)
|
|||
|
|
51,898
|
|
|
75,816
|
|
|
58,236
|
|
|||
Total income tax expense
|
|
$
|
56,023
|
|
|
$
|
61,684
|
|
|
$
|
65,088
|
|
|
|
Year Ended December 31,
|
||||||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Deferred federal and state:
|
|
|
|
|
|
|
||||||
Property-related items
|
|
$
|
60,449
|
|
|
$
|
94,899
|
|
|
$
|
44,516
|
|
Purchased gas cost adjustments
|
|
3,834
|
|
|
(3,507
|
)
|
|
8,500
|
|
|||
Employee benefits
|
|
7,680
|
|
|
(7,334
|
)
|
|
(2,517
|
)
|
|||
Regulatory adjustments
|
|
(11,962
|
)
|
|
2,412
|
|
|
14,401
|
|
|||
All other deferred
|
|
(7,857
|
)
|
|
(10,041
|
)
|
|
(5,935
|
)
|
|||
Total deferred federal and state
|
|
52,144
|
|
|
76,429
|
|
|
58,965
|
|
|||
Deferred ITC, net
|
|
(246
|
)
|
|
(613
|
)
|
|
(729
|
)
|
|||
Total deferred income tax expense
|
|
$
|
51,898
|
|
|
$
|
75,816
|
|
|
$
|
58,236
|
|
|
65
|
|
|
Year Ended December 31,
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
U.S. federal statutory income tax rate
|
|
21.0
|
%
|
|
21.0
|
%
|
|
35.0
|
%
|
Net state taxes
|
|
2.1
|
|
|
2.9
|
|
|
1.1
|
|
Tax credits
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.4
|
)
|
Company-owned life insurance
|
|
(1.5
|
)
|
|
0.1
|
|
|
(1.6
|
)
|
Change in U.S. Federal Income Tax Rate
|
|
—
|
|
|
—
|
|
|
(7.8
|
)
|
Amortization of excess deferred taxes
|
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
All other differences
|
|
0.1
|
|
|
1.6
|
|
|
(1.2
|
)
|
Consolidated effective income tax rate
|
|
20.5
|
%
|
|
25.3
|
%
|
|
25.1
|
%
|
|
|
December 31,
|
||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Deferred income taxes for future amortization of ITC and excess deferred taxes
|
|
$
|
105,077
|
|
|
$
|
105,791
|
|
Employee benefits
|
|
37,439
|
|
|
39,215
|
|
||
Alternative minimum tax credit
|
|
4,409
|
|
|
21,603
|
|
||
Federal net operating losses
|
|
7,467
|
|
|
13,125
|
|
||
Interest rate swap
|
|
1,432
|
|
|
2,235
|
|
||
Lease-related item
|
|
21,226
|
|
|
—
|
|
||
Other
|
|
20,104
|
|
|
21,191
|
|
||
Valuation allowance
|
|
(25
|
)
|
|
(1,132
|
)
|
||
|
|
197,129
|
|
|
202,028
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Property-related items, including accelerated depreciation
|
|
732,798
|
|
|
678,307
|
|
||
Regulatory balancing accounts
|
|
9,931
|
|
|
6,097
|
|
||
Unamortized ITC
|
|
122
|
|
|
368
|
|
||
Debt-related costs
|
|
2,818
|
|
|
3,110
|
|
||
Intangibles
|
|
10,611
|
|
|
7,807
|
|
||
Lease-related item
|
|
20,386
|
|
|
—
|
|
||
Other
|
|
19,447
|
|
|
34,276
|
|
||
|
|
796,113
|
|
|
729,965
|
|
||
Net noncurrent deferred tax liabilities
|
|
$
|
598,984
|
|
|
$
|
527,937
|
|
|
66
|
|
|
December 31,
|
||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
||||
Unrecognized tax benefits at beginning of year
|
|
$
|
971
|
|
|
$
|
1,430
|
|
Gross increases – tax positions in prior period
|
|
85
|
|
|
—
|
|
||
Gross decreases – tax positions in prior period
|
|
—
|
|
|
459
|
|
||
Gross increases – current period tax positions
|
|
—
|
|
|
—
|
|
||
Gross decreases – current period tax positions
|
|
—
|
|
|
—
|
|
||
Settlements
|
|
—
|
|
|
—
|
|
||
Lapse in statute of limitations
|
|
—
|
|
|
—
|
|
||
Unrecognized tax benefits at end of year
|
|
$
|
1,056
|
|
|
$
|
971
|
|
|
|
Year ended December 31,
|
||||||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Total income before income taxes
|
|
$
|
198,144
|
|
|
$
|
182,833
|
|
|
$
|
219,953
|
|
|
|
Year Ended December 31,
|
||||||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
4,109
|
|
|
$
|
(17,584
|
)
|
|
$
|
318
|
|
State
|
|
250
|
|
|
(6,783
|
)
|
|
1,420
|
|
|||
|
|
4,359
|
|
|
(24,367
|
)
|
|
1,738
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
29,543
|
|
|
58,136
|
|
|
60,662
|
|
|||
State
|
|
1,071
|
|
|
10,222
|
|
|
735
|
|
|||
|
|
30,614
|
|
|
68,358
|
|
|
61,397
|
|
|||
Total income tax expense
|
|
$
|
34,973
|
|
|
$
|
43,991
|
|
|
$
|
63,135
|
|
|
|
Year Ended December 31,
|
||||||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Deferred federal and state:
|
|
|
|
|
|
|
||||||
Property-related items
|
|
$
|
34,398
|
|
|
$
|
67,576
|
|
|
$
|
49,129
|
|
Purchased gas cost adjustments
|
|
3,834
|
|
|
(3,507
|
)
|
|
8,500
|
|
|||
Employee benefits
|
|
6,493
|
|
|
2,156
|
|
|
(5,707
|
)
|
|||
Regulatory Adjustments
|
|
(11,962
|
)
|
|
2,412
|
|
|
14,401
|
|
|||
All other deferred
|
|
(1,903
|
)
|
|
334
|
|
|
(4,197
|
)
|
|||
Total deferred federal and state
|
|
30,860
|
|
|
68,971
|
|
|
62,126
|
|
|||
Deferred ITC, net
|
|
(246
|
)
|
|
(613
|
)
|
|
(729
|
)
|
|||
Total deferred income tax expense
|
|
$
|
30,614
|
|
|
$
|
68,358
|
|
|
$
|
61,397
|
|
|
67
|
|
|
Year Ended December 31,
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
U.S. federal statutory income tax rate
|
|
21.0
|
%
|
|
21.0
|
%
|
|
35.0
|
%
|
Net state taxes
|
|
0.7
|
|
|
2.1
|
|
|
0.6
|
|
Tax credits
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(0.4
|
)
|
Company-owned life insurance
|
|
(1.9
|
)
|
|
0.3
|
|
|
(1.7
|
)
|
Change in U.S. Federal Income Tax Rate
|
|
—
|
|
|
—
|
|
|
(3.6
|
)
|
Amortization of excess deferred taxes
|
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
All other differences
|
|
(0.5
|
)
|
|
1.1
|
|
|
(1.2
|
)
|
Effective income tax rate
|
|
17.7
|
%
|
|
24.1
|
%
|
|
28.7
|
%
|
|
|
December 31,
|
||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
||||
Deferred income taxes for future amortization of ITC and excess deferred taxes
|
|
$
|
105,077
|
|
|
$
|
105,791
|
|
Employee benefits
|
|
13,574
|
|
|
17,337
|
|
||
Alternative minimum tax credit
|
|
4,409
|
|
|
21,603
|
|
||
Federal net operating losses
|
|
—
|
|
|
4,557
|
|
||
Interest rate swap
|
|
1,432
|
|
|
2,235
|
|
||
Other
|
|
10,761
|
|
|
13,362
|
|
||
Valuation allowance
|
|
(25
|
)
|
|
(37
|
)
|
||
|
|
135,228
|
|
|
164,848
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Property-related items, including accelerated depreciation
|
|
644,046
|
|
|
614,205
|
|
||
Regulatory balancing accounts
|
|
9,931
|
|
|
6,097
|
|
||
Unamortized ITC
|
|
122
|
|
|
368
|
|
||
Debt-related costs
|
|
2,818
|
|
|
3,110
|
|
||
Other
|
|
17,361
|
|
|
31,526
|
|
||
|
|
674,278
|
|
|
655,306
|
|
||
Net deferred tax liabilities
|
|
$
|
539,050
|
|
|
$
|
490,458
|
|
|
|
December 31,
|
||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
||||
Unrecognized tax benefits at beginning of year
|
|
$
|
971
|
|
|
$
|
1,069
|
|
Gross increases – tax positions in prior period
|
|
85
|
|
|
—
|
|
||
Gross decreases – tax positions in prior period
|
|
—
|
|
|
98
|
|
||
Gross increases – current period tax positions
|
|
—
|
|
|
—
|
|
||
Gross decreases – current period tax positions
|
|
—
|
|
|
—
|
|
||
Settlements
|
|
—
|
|
|
—
|
|
||
Lapse in statute of limitations
|
|
—
|
|
|
—
|
|
||
Unrecognized tax benefits at end of year
|
|
$
|
1,056
|
|
|
$
|
971
|
|
|
68
|
|
|
December 31,
|
||||
(Thousands of dekatherms)
|
|
2019
|
|
2018
|
||
Contract notional amounts
|
|
11,965
|
|
|
13,387
|
|
|
69
|
|
|
Year Ended December 31,
|
||||||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Paid to counterparties
|
|
$
|
10,438
|
|
|
$
|
6,781
|
|
|
$
|
3,100
|
|
Received from counterparties
|
|
$
|
1,352
|
|
|
$
|
606
|
|
|
$
|
1,685
|
|
|
70
|
|
|
December 31,
|
||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
||||
Accounts receivable for Centuri services
|
|
$
|
15,235
|
|
|
$
|
18,830
|
|
|
|
December 31,
|
||||||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues (a)
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
2,893,201
|
|
|
$
|
2,664,670
|
|
|
$
|
2,345,134
|
|
Canada
|
|
226,716
|
|
|
215,343
|
|
|
203,658
|
|
|||
Total
|
|
$
|
3,119,917
|
|
|
$
|
2,880,013
|
|
|
$
|
2,548,792
|
|
(a)
|
Revenues are attributed to countries based on the location of customers.
|
|
|
Year Ended December 31, 2019
|
||||||||||||||
(Thousands of dollars)
|
|
Natural Gas
Operations
|
|
Utility Infrastructure Services
|
|
Other
|
|
Total
|
||||||||
Revenues from external customers
|
|
$
|
1,368,939
|
|
|
$
|
1,592,252
|
|
|
$
|
—
|
|
|
$
|
2,961,191
|
|
Intersegment sales
|
|
—
|
|
|
158,726
|
|
|
—
|
|
|
158,726
|
|
||||
Total
|
|
$
|
1,368,939
|
|
|
$
|
1,750,978
|
|
|
$
|
—
|
|
|
$
|
3,119,917
|
|
Interest income
|
|
$
|
6,356
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,356
|
|
Interest expense
|
|
$
|
95,026
|
|
|
$
|
14,086
|
|
|
$
|
114
|
|
|
$
|
109,226
|
|
Depreciation and amortization
|
|
$
|
215,620
|
|
|
$
|
87,617
|
|
|
$
|
—
|
|
|
$
|
303,237
|
|
Income tax expense
|
|
$
|
34,973
|
|
|
$
|
21,399
|
|
|
$
|
(349
|
)
|
|
$
|
56,023
|
|
Segment net income
|
|
$
|
163,171
|
|
|
$
|
52,404
|
|
|
$
|
(1,639
|
)
|
|
$
|
213,936
|
|
Segment assets
|
|
$
|
6,798,746
|
|
|
$
|
1,365,194
|
|
|
$
|
6,108
|
|
|
$
|
8,170,048
|
|
Capital expenditures
|
|
$
|
778,748
|
|
|
$
|
159,400
|
|
|
$
|
—
|
|
|
$
|
938,148
|
|
|
71
|
|
|
Year Ended December 31, 2018
|
||||||||||||||
(Thousands of dollars)
|
|
Natural Gas
Operations
|
|
Utility Infrastructure Services
|
|
Other
|
|
Total
|
||||||||
Revenues from external customers
|
|
$
|
1,357,728
|
|
|
$
|
1,386,371
|
|
|
$
|
—
|
|
|
$
|
2,744,099
|
|
Intersegment sales
|
|
—
|
|
|
135,914
|
|
|
—
|
|
|
135,914
|
|
||||
Total
|
|
$
|
1,357,728
|
|
|
$
|
1,522,285
|
|
|
$
|
—
|
|
|
$
|
2,880,013
|
|
Interest income
|
|
$
|
6,020
|
|
|
$
|
88
|
|
|
$
|
—
|
|
|
$
|
6,108
|
|
Interest expense
|
|
$
|
81,740
|
|
|
$
|
14,190
|
|
|
$
|
741
|
|
|
$
|
96,671
|
|
Depreciation and amortization
|
|
$
|
191,816
|
|
|
$
|
57,396
|
|
|
$
|
—
|
|
|
$
|
249,212
|
|
Income tax expense
|
|
$
|
43,991
|
|
|
$
|
18,420
|
|
|
$
|
(727
|
)
|
|
$
|
61,684
|
|
Segment net income
|
|
$
|
138,842
|
|
|
$
|
44,977
|
|
|
$
|
(1,542
|
)
|
|
$
|
182,277
|
|
Segment assets
|
|
$
|
6,141,584
|
|
|
$
|
1,215,573
|
|
|
$
|
572
|
|
|
$
|
7,357,729
|
|
Capital expenditures
|
|
$
|
682,869
|
|
|
$
|
83,045
|
|
|
$
|
—
|
|
|
$
|
765,914
|
|
|
|
Year Ended December 31, 2017
|
||||||||||||||
(Thousands of dollars)
|
|
Natural Gas
Operations
|
|
Utility Infrastructure Services
|
|
Other
|
|
Total
|
||||||||
Revenues from external customers
|
|
$
|
1,302,308
|
|
|
$
|
1,149,325
|
|
|
$
|
—
|
|
|
$
|
2,451,633
|
|
Intersegment sales
|
|
—
|
|
|
97,159
|
|
|
—
|
|
|
97,159
|
|
||||
Total
|
|
$
|
1,302,308
|
|
|
$
|
1,246,484
|
|
|
$
|
—
|
|
|
$
|
2,548,792
|
|
Interest income
|
|
$
|
2,784
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
2,787
|
|
Interest expense
|
|
$
|
69,733
|
|
|
$
|
7,986
|
|
|
$
|
345
|
|
|
$
|
78,064
|
|
Depreciation and amortization
|
|
$
|
201,922
|
|
|
$
|
49,029
|
|
|
$
|
—
|
|
|
$
|
250,951
|
|
Income tax expense
|
|
$
|
63,135
|
|
|
$
|
2,390
|
|
|
$
|
(437
|
)
|
|
$
|
65,088
|
|
Segment net income
|
|
$
|
156,818
|
|
|
$
|
38,360
|
|
|
$
|
(1,337
|
)
|
|
$
|
193,841
|
|
Segment assets
|
|
$
|
5,482,669
|
|
|
$
|
752,496
|
|
|
$
|
1,901
|
|
|
$
|
6,237,066
|
|
Capital expenditures
|
|
$
|
560,448
|
|
|
$
|
63,201
|
|
|
$
|
—
|
|
|
$
|
623,649
|
|
|
72
|
|
|
Quarter Ended
|
||||||||||||||
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
(Thousands of dollars, except per share amounts)
|
|
|
|
|
|
|
|
|
||||||||
2019
|
|
|
|
|
|
|
|
|
||||||||
Southwest Gas Holdings, Inc.:
|
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
|
$
|
833,539
|
|
|
$
|
713,011
|
|
|
$
|
725,230
|
|
|
$
|
848,137
|
|
Operating income
|
|
140,480
|
|
|
54,869
|
|
|
38,258
|
|
|
138,204
|
|
||||
Net income
|
|
95,384
|
|
|
22,832
|
|
|
6,525
|
|
|
91,906
|
|
||||
Net income attributable to Southwest Gas Holdings, Inc.
|
|
94,809
|
|
|
22,056
|
|
|
5,353
|
|
|
91,718
|
|
||||
Basic earnings per common share (1)
|
|
1.78
|
|
|
0.41
|
|
|
0.10
|
|
|
1.67
|
|
||||
Diluted earnings per common share (1)
|
|
1.77
|
|
|
0.41
|
|
|
0.10
|
|
|
1.67
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Southwest Gas Corporation:
|
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
|
$
|
520,677
|
|
|
$
|
258,711
|
|
|
$
|
209,980
|
|
|
$
|
379,571
|
|
Operating income (loss)
|
|
148,713
|
|
|
24,069
|
|
|
(1,807
|
)
|
|
112,678
|
|
||||
Net income (loss)
|
|
103,389
|
|
|
3,369
|
|
|
(20,012
|
)
|
|
76,425
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
2018
|
|
|
|
|
|
|
|
|
||||||||
Southwest Gas Holdings, Inc.:
|
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
|
$
|
754,330
|
|
|
$
|
670,883
|
|
|
$
|
668,146
|
|
|
$
|
786,654
|
|
Operating income
|
|
129,560
|
|
|
53,338
|
|
|
39,681
|
|
|
134,854
|
|
||||
Net income
|
|
78,294
|
|
|
21,551
|
|
|
12,331
|
|
|
69,476
|
|
||||
Net income attributable to Southwest Gas Holdings, Inc.
|
|
79,091
|
|
|
21,551
|
|
|
12,331
|
|
|
69,304
|
|
||||
Basic earnings per common share (1)
|
|
1.63
|
|
|
0.44
|
|
|
0.25
|
|
|
1.36
|
|
||||
Diluted earnings per common share (1)
|
|
1.63
|
|
|
0.44
|
|
|
0.25
|
|
|
1.36
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Southwest Gas Corporation:
|
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
|
$
|
494,313
|
|
|
$
|
275,679
|
|
|
$
|
217,523
|
|
|
$
|
370,213
|
|
Operating income
|
|
141,173
|
|
|
24,675
|
|
|
3
|
|
|
115,962
|
|
||||
Net income (loss)
|
|
90,349
|
|
|
2,622
|
|
|
(13,670
|
)
|
|
59,541
|
|
|
73
|
|
Redeemable Noncontrolling
Interest
|
||
(Thousands of dollars)
|
|
||
Balance, December 31, 2017
|
$
|
—
|
|
Redeemable noncontrolling interest acquired
|
81,659
|
|
|
Net income attributable to redeemable noncontrolling interest
|
172
|
|
|
Balance, December 31, 2018
|
81,831
|
|
|
Net income attributable to redeemable noncontrolling interest
|
2,711
|
|
|
Balance, December 31, 2019
|
$
|
84,542
|
|
|
74
|
(Millions of dollars)
|
|
Acquisition Date
|
|
Measurement Period Adjustments
|
|
Revised Acquisition Date
|
||||||
Cash and cash equivalents
|
|
$
|
3.9
|
|
|
$
|
—
|
|
|
$
|
3.9
|
|
Accounts receivable
|
|
32.8
|
|
|
(0.5
|
)
|
|
32.3
|
|
|||
Revenue earned on contracts in progress in excess of billings
|
|
21.6
|
|
|
0.9
|
|
|
22.5
|
|
|||
Prepaid expenses and other current assets
|
|
1.1
|
|
|
0.1
|
|
|
1.2
|
|
|||
Property and equipment
|
|
89.4
|
|
|
(1.0
|
)
|
|
88.4
|
|
|||
Intangible assets
|
|
89.3
|
|
|
—
|
|
|
89.3
|
|
|||
Goodwill
|
|
188.5
|
|
|
(21.2
|
)
|
|
167.3
|
|
|||
Total assets acquired
|
|
426.6
|
|
|
(21.7
|
)
|
|
404.9
|
|
|||
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
8.0
|
|
|
—
|
|
|
8.0
|
|
|||
Accrued liabilities
|
|
6.9
|
|
|
1.5
|
|
|
8.4
|
|
|||
Deferred compensation and related accrued taxes
|
|
3.4
|
|
|
—
|
|
|
3.4
|
|
|||
Redeemable noncontrolling interest
|
|
81.7
|
|
|
—
|
|
|
81.7
|
|
|||
Total liabilities assumed and noncontrolling interest
|
|
100.0
|
|
|
1.5
|
|
|
101.5
|
|
|||
Net assets acquired
|
|
$
|
326.6
|
|
|
$
|
(23.2
|
)
|
|
$
|
303.4
|
|
|
|
Year Ended December 31,
|
||||||
(In thousands of dollars, except per share amounts)
|
|
2018
|
|
2017
|
||||
Total operating revenues
|
|
$
|
3,037,209
|
|
|
$
|
2,626,721
|
|
Net income attributable to Southwest Gas Holdings, Inc.
|
|
$
|
187,642
|
|
|
$
|
192,368
|
|
Basic earnings per share
|
|
$
|
3.80
|
|
|
$
|
4.01
|
|
Diluted earnings per share
|
|
$
|
3.79
|
|
|
$
|
4.01
|
|
|
75
|
|
|
Year Ended December 31,
|
||||||
(Thousands of dollars)
|
|
2019
|
|
2018
|
||||
Utility infrastructure services revenues
|
|
$
|
236,099
|
|
|
$
|
14,119
|
|
Net income attributable to Southwest Gas Holdings, Inc.
|
|
10,844
|
|
|
690
|
|
|
76
|
|
77
|
|
78
|
|
79
|
|
80
|
SUBSIDIARY NAME
|
|
STATE OF INCORPORATION
OR ORGANIZATION TYPE
|
Southwest Gas Holdings, Inc.
|
|
Delaware
|
Southwest Gas Utility Group, Inc.
|
|
California
|
Southwest Gas Corporation
|
|
California
|
Utility Financial Corp.
|
|
Nevada
|
The Southwest Companies
|
|
Nevada
|
Southwest Gas Transmission Company
|
|
Limited partnership between
Southwest Gas Corporation and Utility Financial Corp. |
Paiute Pipeline Company
|
|
Nevada
|
Carson Water Company
|
|
Nevada
|
Centuri Group, Inc.
|
|
Nevada
|
Centuri U.S. Division, Inc.
|
|
Nevada
|
Centuri Canada Division Inc.
|
|
Ontario, Canada
|
NPL Canada Ltd.
|
|
Ontario, Canada
|
W.S. Nicholls Construction Inc.
|
|
Ontario, Canada
|
NPL Construction Co.
|
|
Nevada
|
Canyon Pipeline Construction Inc.
|
|
Nevada
|
New England Utility Constructors, Inc.
|
|
Massachusetts
|
Linetec Services, LLC
|
|
Delaware
|
1.
|
I have reviewed this annual report on Form 10-K of Southwest Gas Holdings, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 2, 2020
|
|
|
|
|
/s/ JOHN P. HESTER
|
|
|
John P. Hester
|
|
|
President and Chief Executive Officer
|
|
|
Southwest Gas Holdings, Inc.
|
1.
|
I have reviewed this annual report on Form 10-K of Southwest Gas Holdings, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 2, 2020
|
|
|
|
|
/s/ GREGORY J. PETERSON
|
|
|
Gregory J. Peterson
|
|
|
Senior Vice President/Chief Financial Officer
|
|
|
Southwest Gas Holdings, Inc.
|
1.
|
I have reviewed this annual report on Form 10-K of Southwest Gas Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: March 2, 2020
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/s/ JOHN P. HESTER
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John P. Hester
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President and Chief Executive Officer
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Southwest Gas Corporation
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1.
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I have reviewed this annual report on Form 10-K of Southwest Gas Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: March 2, 2020
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/s/ GREGORY J. PETERSON
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Gregory J. Peterson
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Senior Vice President/Chief Financial Officer
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Southwest Gas Corporation
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(1)
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the Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.
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Dated: March 2, 2020
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/s/ JOHN P. HESTER
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John P. Hester
President and Chief Executive Officer
Southwest Gas Holdings, Inc.
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(1)
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the Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.
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Dated: March 2, 2020
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/s/ GREGORY J. PETERSON
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Gregory J. Peterson
Senior Vice President/Chief Financial Officer
Southwest Gas Holdings, Inc.
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(1)
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the Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Southwest Gas Corporation at the dates and for the periods indicated.
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Dated: March 2, 2020
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/s/ JOHN P. HESTER
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John P. Hester
President and Chief Executive Officer
Southwest Gas Corporation
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(1)
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the Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Southwest Gas Corporation at the dates and for the periods indicated.
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Dated: March 2, 2020
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/s/ GREGORY J. PETERSON
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Gregory J. Peterson
Senior Vice President/Chief Financial Officer
Southwest Gas Corporation
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