SOUTHWEST GAS CORP
For the period ended Sep 30, 2025. Filed Nov 5, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 5, 2025
Contents
Item 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
(Thousands of dollars, except par value)
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| ASSETS | ||
| Regulated operations plant: | ||
| Gas plant | $11,289,621 | $10,844,895 |
| Less: accumulated depreciation | (3,025,110) | (2,914,457) |
| Construction work in progress | 231,095 | 178,647 |
| Net regulated operations plant | 8,495,606 | 8,109,085 |
| Other property and investments, net | 172,494 | 165,448 |
| Current assets: | ||
| Cash and cash equivalents | 778,631 | 314,770 |
| Accounts receivable, net of allowances | 110,575 | 203,012 |
| Accrued utility revenue | 51,700 | 96,600 |
| Deferred purchased gas costs | 99 | 13,807 |
| Materials, supplies, and gas inventories | 91,154 | 93,755 |
| Prepaid and other current assets | 211,334 | 141,017 |
| Current assets classified as discontinued operations | — | 601,384 |
| Total current assets | 1,243,493 | 1,464,345 |
| Noncurrent assets: | ||
| Goodwill | 11,155 | 11,155 |
| Deferred charges and other assets | 405,831 | 395,747 |
| Noncurrent assets classified as discontinued operations | — | 1,927,126 |
| Total noncurrent assets | 416,986 | 2,334,028 |
| Total assets | $10,328,579 | $12,072,906 |
| CAPITALIZATION AND LIABILITIES | ||
| Capitalization: | ||
| Common stock, $1 par (authorized - 120,000,000 shares; issued and outstanding - 72,180,889 and 71,782,756 shares) | $73,811 | $73,413 |
| Additional paid-in capital | 2,893,066 | 2,721,343 |
| Accumulated other comprehensive loss, net | (37,597) | (49,218) |
| Retained earnings | 999,399 | 758,649 |
| Total equity attributable to Southwest Gas Holdings, Inc. stockholders | 3,928,679 | 3,504,187 |
| Noncontrolling interest | — | 177,235 |
| Total equity | 3,928,679 | 3,681,422 |
| Redeemable noncontrolling interest | — | 7,660 |
| Long-term debt, less current maturities | 3,507,120 | 3,504,477 |
| Total capitalization | 7,435,799 | 7,193,559 |
| SOUTHWEST GAS HOLDINGS, INC. | Form 10-Q |
|---|---|
| SOUTHWEST GAS CORPORATION | September 30, 2025 |
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Current liabilities: | ||
| Short-term debt | — | 680,000 |
| Accounts payable | 118,932 | 190,918 |
| Customer deposits | 67,026 | 63,876 |
| Accrued general taxes | 58,594 | 59,353 |
| Accrued interest | 38,503 | 35,668 |
| Deferred purchased gas costs | 356,458 | 255,398 |
| Dividends declared | 44,752 | 44,505 |
| Other current liabilities | 112,519 | 119,357 |
| Current liabilities classified as discontinued operations | 7,919 | 382,892 |
| Total current liabilities | 804,703 | 1,831,967 |
| Deferred income taxes and other credits: | ||
| Deferred income taxes and investment tax credits, net | 905,604 | 857,982 |
| Accumulated removal costs | 490,000 | 472,000 |
| Other deferred credits and other long-term liabilities | 692,473 | 700,672 |
| Noncurrent liabilities classified as discontinued operations | — | 1,016,726 |
| Total deferred income taxes and other credits | 2,088,077 | 3,047,380 |
| Total capitalization and liabilities | $10,328,579 | $12,072,906 |
| SOUTHWEST GAS HOLDINGS, INC. | Form 10-Q |
|---|---|
| SOUTHWEST GAS CORPORATION | September 30, 2025 |
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Operating revenues: | ||||
| Regulated operations revenues | $316,911 | $359,131 | $1,459,645 | $1,922,157 |
| Total operating revenues | 316,911 | 359,131 | 1,459,645 | 1,922,157 |
| Operating expenses: | ||||
| Net cost of gas sold | 42,685 | 111,712 | 429,398 | 984,188 |
| Operations and maintenance | 134,777 | 130,861 | 402,945 | 394,957 |
| Depreciation and amortization | 79,073 | 74,153 | 241,703 | 220,663 |
| Taxes other than income taxes | 23,368 | 22,283 | 70,379 | 66,414 |
| Total operating expenses | 279,903 | 339,009 | 1,144,425 | 1,666,222 |
| Operating income | 37,008 | 20,122 | 315,220 | 255,935 |
| Other income and (expenses): | ||||
| Net interest deductions | (49,003) | (53,806) | (156,787) | (152,452) |
| Other income | 15,367 | 16,599 | 42,629 | 48,918 |
| Total other (expenses) | (33,636) | (37,207) | (114,158) | (103,534) |
| Income (loss) from continuing operations before income taxes | 3,372 | (17,085) | 201,062 | 152,401 |
| Income tax expense (benefit) | (803) | (7,858) | 36,059 | 18,259 |
| Income (loss) from continuing operations | 4,175 | (9,227) | 165,003 | 134,142 |
| Income (loss) from discontinued operations, net of income tax | 263,784 | 11,890 | 201,814 | (23,707) |
| Net income | 267,959 | 2,663 | 366,817 | 110,435 |
| Net income (loss) attributable to noncontrolling interests | (2,517) | 2,374 | (4,646) | 4,076 |
| Net income attributable to Southwest Gas Holdings, Inc. | $270,476 | $289 | $371,463 | $106,359 |
| Basic earnings (loss) per share: | ||||
| Continuing operations | $0.06 | $(0.13) | $2.29 | $1.87 |
| Discontinued operations | 3.69 | 0.13 | 2.86 | (0.39) |
| Net earnings per share - basic | $3.75 | $— | $5.15 | $1.48 |
| Diluted earnings (loss) per share: | ||||
| Continuing operations | $0.06 | $(0.13) | $2.28 | $1.87 |
| Discontinued operations | 3.68 | 0.13 | 2.86 | (0.39) |
| Net earnings per share - diluted | $3.74 | $— | $5.14 | $1.48 |
| Weighted average shares: | ||||
| Basic | 72,209 | 71,880 | 72,104 | 71,816 |
| Diluted | 72,405 | 72,086 | 72,265 | 71,994 |
| SOUTHWEST GAS HOLDINGS, INC. | Form 10-Q |
|---|---|
| SOUTHWEST GAS CORPORATION | September 30, 2025 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Net income | $267,959 | $2,663 | $366,817 | $110,435 |
| Other comprehensive income, net of tax | ||||
| Defined benefit pension plans: | ||||
| Amortization of prior service cost, net of tax of $11, $11, $33 and $33, respectively | 33 | 33 | 99 | 99 |
| Amortization of net actuarial loss, net of tax of $226, $458, $678 and $1,375, respectively | 717 | 1,452 | 2,152 | 4,355 |
| Regulatory adjustment, net of tax of ($153), ($347), ($457) and ($1,043), respectively | (481) | (1,101) | (1,447) | (3,300) |
| Net defined benefit pension plans, net of tax | 269 | 384 | 804 | 1,154 |
| Other comprehensive income (loss) related to discontinued operations | (1,662) | 1,675 | 5,153 | (2,296) |
| Total other comprehensive income (loss), net of tax | (1,393) | 2,059 | 5,957 | (1,142) |
| Comprehensive income | 266,566 | 4,722 | 372,774 | 109,293 |
| Comprehensive income (loss) attributable to noncontrolling interests | (3,313) | 2,693 | (4,357) | 4,226 |
| Comprehensive income attributable to Southwest Gas Holdings, Inc. | $269,879 | $2,029 | $377,131 | $105,067 |
| SOUTHWEST GAS HOLDINGS, INC. | Form 10-Q |
|---|---|
| SOUTHWEST GAS CORPORATION | September 30, 2025 |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Nine Months EndedSeptember 30, | ||
|---|---|---|
| 2025 | 2024 | |
| CASH FLOW FROM OPERATING ACTIVITIES: | ||
| Net income | $366,817 | $110,435 |
| Less: Income (loss) from discontinued operations, net of income tax | 201,814 | (23,707) |
| Income from continuing operations, net of income tax | 165,003 | 134,142 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||
| Depreciation and amortization | 241,703 | 220,663 |
| Deferred income taxes | 48,141 | 38,601 |
| Gains on sale of property and equipment | (1,604) | — |
| Changes in undistributed stock compensation | 9,992 | 8,021 |
| Equity AFUDC | (4,412) | (5,548) |
| Changes in current assets and liabilities: | ||
| Accounts receivable, net of allowances | 92,437 | 137,655 |
| Accrued utility revenue | 44,900 | 45,200 |
| Deferred purchased gas costs | 114,768 | 678,478 |
| Accounts payable | (65,842) | (103,869) |
| Accrued taxes | (364) | 8,193 |
| Other current assets and liabilities | (73,000) | (37,508) |
| Changes in deferred charges and other assets | (42,386) | (37,054) |
| Changes in other liabilities and deferred credits | (20,200) | (24,496) |
| Net cash provided by operating activities of continuing operations | 509,136 | 1,062,478 |
| Net cash provided (used) by operating activities of discontinued operations | (34,628) | 91,858 |
| Net cash provided by operating activities | 474,508 | 1,154,336 |
| CASH FLOW FROM INVESTING ACTIVITIES: | ||
| Capital expenditures and property additions | (570,351) | (643,720) |
| Proceeds from the sale of property | 5,306 | 21,377 |
| Changes in customer advances | 3,246 | (4,804) |
| Other | 307 | (884) |
| Net cash used in investing activities of continuing operations | (561,492) | (628,031) |
| Net cash provided (used) in investing activities of discontinued operations (1) | 776,678 | (59,291) |
| Net cash provided (used) in investing activities | 215,186 | (687,322) |
| CASH FLOW FROM FINANCING ACTIVITIES: | ||
| Issuance of common stock, net | 17,682 | 6,681 |
| Dividends paid | (133,855) | (133,285) |
| Change in short-term portion of credit facility | (130,000) | 34,500 |
| Repayment of short-term debt | (550,000) | — |
| Withholding remittance - share-based compensation | (2,613) | (1,800) |
| Other, including principal payments on finance leases | (4,283) | (3,636) |
| Net cash used in financing activities of continuing operations | (803,069) | (97,540) |
| Net cash provided (used) in financing activities of discontinued operations | 528,344 | (19,225) |
| Net cash used in financing activities | (274,725) | (116,765) |
| Effects of currency translation in discontinued operations | (127) | (142) |
| Change in cash and cash equivalents, including discontinued operations | 414,842 | 350,107 |
| Cash and cash equivalents, including discontinued operations, at beginning of period | 363,789 | 106,536 |
| Cash and cash equivalents, including discontinued operations, at end of period | $778,631 | $456,643 |
| (1) Includes change in cash and cash equivalent of Centuri of $49 million. | ||
| SOUTHWEST GAS HOLDINGS, INC. | Form 10-Q |
|---|---|
| SOUTHWEST GAS CORPORATION | September 30, 2025 |
| SUPPLEMENTAL INFORMATION: | ||
|---|---|---|
| Interest paid, net of amounts capitalized - continuing operations | $148,776 | $145,104 |
| Interest paid, net of amounts capitalized - discontinued operations | $43,300 | $59,031 |
| Interest paid, net of amounts capitalized | $192,076 | $204,135 |
| Income taxes (benefit) paid, net - continuing operations | $— | $(2,259) |
| Income taxes paid, net - discontinued operations | $29,237 | $10,367 |
| Income taxes paid, net | $29,237 | $8,108 |
| Decrease of capital expenditures in Accounts payable or Other current liabilities- continuing operations | $(800) | $(17,000) |
| Decrease of capital expenditures in Accounts payable or Other current liabilities - discontinued operations | $(9,186) | $(11,087) |
| Decrease of capital expenditures in Accounts payable or Other current liabilities | $(9,986) | $(28,087) |
| SOUTHWEST GAS HOLDINGS, INC. | Form 10-Q |
|---|---|
| SOUTHWEST GAS CORPORATION | September 30, 2025 |
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except per share amounts)
| Common stock shares | ||||||||
|---|---|---|---|---|---|---|---|---|
| Number of Shares | Stated Value | Additional Paid-in Capital | AOCI | Retained Earnings | Southwest Gas Holdings, Inc. Equity | Noncontrolling Interest | Total Equity | |
| Balance, December 31, 2024 | 71,783 | $73,413 | $2,721,343 | $(49,218) | $758,649 | $3,504,187 | $177,235 | $3,681,422 |
| Net income | — | — | — | — | 113,870 | 113,870 | — | 113,870 |
| Common stock issuances | 128 | 128 | 5,415 | — | — | 5,543 | — | 5,543 |
| Dividends declared ($0.62 per share) | — | — | — | — | (45,066) | (45,066) | — | (45,066) |
| Net loss attributable to noncontrolling interest holders | — | — | — | — | — | — | (4,696) | (4,696) |
| Foreign currency exchange translation adjustment | — | — | — | 84 | — | 84 | 20 | 104 |
| Net actuarial gain arising during period, less amortization of unamortized benefit plan cost, net of tax | — | — | — | 268 | — | 268 | — | 268 |
| Balance, March 31, 2025 | 71,911 | 73,541 | 2,726,758 | (48,866) | 827,453 | 3,578,886 | 172,559 | 3,751,445 |
| Net loss | — | — | — | — | (12,883) | (12,883) | — | (12,883) |
| Common stock issuances | 67 | 67 | 7,016 | — | — | 7,083 | — | 7,083 |
| Dividends declared ($0.62 per share) | — | — | — | — | (44,847) | (44,847) | — | (44,847) |
| Centuri stock sales and other (1) | — | — | 138,907 | 1,598 | — | 140,505 | 264,996 | 405,501 |
| Net income attributable to noncontrolling interest holders | — | — | — | — | — | — | 2,528 | 2,528 |
| Foreign currency exchange translation adjustment | — | — | — | 5,646 | — | 5,646 | 1,065 | 6,711 |
| Net actuarial gain arising during period, less amortization of unamortized benefit plan cost, net of tax | — | — | — | 267 | — | 267 | — | 267 |
| Balance, June 30, 2025 | 71,978 | 73,608 | 2,872,681 | (41,355) | 769,723 | 3,674,657 | 441,148 | 4,115,805 |
| Net income | — | — | — | — | 270,476 | 270,476 | — | 270,476 |
| Common stock issuances | 203 | 203 | 18,505 | — | — | 18,708 | — | 18,708 |
| Dividends declared ($0.62 per share) | — | — | — | — | (45,016) | (45,016) | — | (45,016) |
| Centuri stock sales and other (1) | — | — | 1,880 | — | 4,216 | 6,096 | 14,473 | 20,569 |
| Centuri deconsolidation | — | — | — | 4,355 | — | 4,355 | (452,299) | (447,944) |
| Net loss attributable to noncontrolling interest holders | — | — | — | — | — | — | (2,526) | (2,526) |
| Foreign currency exchange translation adjustment | — | — | — | (866) | — | (866) | (796) | (1,662) |
| Net actuarial gain arising during period, less amortization of unamortized benefit plan cost, net of tax | — | — | — | 269 | — | 269 | — | 269 |
| Balance, September 30, 2025 | 72,181 | $73,811 | $2,893,066 | $(37,597) | $999,399 | $3,928,679 | $— | $3,928,679 |
| (1) Includes the impact of the contributed Tax Assets - see Note 6 - Centuri Separation. | ||||||||
| SOUTHWEST GAS HOLDINGS, INC. | Form 10-Q |
|---|---|
| SOUTHWEST GAS CORPORATION | September 30, 2025 |
| Common stock shares | ||||||||
|---|---|---|---|---|---|---|---|---|
| Number of Shares | Stated Value | Additional Paid-in Capital | AOCI | Retained Earnings | Southwest Gas Holdings, Inc. Equity | Noncontrolling Interest | Total Equity | |
| Balance, December 31, 2023 | 71,564 | $73,194 | $2,541,790 | $(43,787) | $738,839 | $3,310,036 | $— | $3,310,036 |
| Net income | — | — | — | — | 87,737 | 87,737 | — | 87,737 |
| Common stock issuances | 101 | 101 | 1,508 | — | — | 1,609 | — | 1,609 |
| Dividends declared ($0.62 per share) | — | — | — | — | (44,699) | (44,699) | — | (44,699) |
| Promissory notes in association with redeemable noncontrolling interest | — | — | 4,187 | — | — | 4,187 | — | 4,187 |
| Foreign currency exchange translation adjustment | — | — | — | (2,819) | — | (2,819) | — | (2,819) |
| Net actuarial gain arising during period, less amortization of unamortized benefit plan cost, net of tax | — | — | — | 384 | — | 384 | — | 384 |
| Redemption value adjustments | — | — | — | — | (194) | (194) | — | (194) |
| Balance, March 31, 2024 | 71,665 | 73,295 | 2,547,485 | (46,222) | 781,683 | 3,356,241 | — | 3,356,241 |
| Net income | — | — | — | — | 18,333 | 18,333 | — | 18,333 |
| Common stock issuances | 44 | 44 | 7,902 | — | — | 7,946 | — | 7,946 |
| Dividends declared ($0.62 per share) | — | — | — | — | (44,649) | (44,649) | — | (44,649) |
| Centuri IPO | — | — | 154,287 | 1,204 | — | 155,491 | 172,501 | 327,992 |
| Net income attributable to noncontrolling interest holders | — | — | — | — | — | — | 1,867 | 1,867 |
| Foreign currency exchange translation adjustment | — | — | — | (983) | — | (983) | (169) | (1,152) |
| Net actuarial gain arising during period, less amortization of unamortized benefit plan cost, net of tax | — | — | — | 386 | — | 386 | — | 386 |
| Balance, June 30, 2024 | 71,709 | $73,339 | $2,709,674 | $(45,615) | $755,367 | $3,492,765 | $174,199 | $3,666,964 |
| Net income | — | — | — | — | 289 | 289 | — | 289 |
| Common stock issuances | 31 | 31 | 5,284 | — | — | 5,315 | — | 5,315 |
| Dividends declared ($0.62 per share) | — | — | — | — | (44,716) | (44,716) | — | (44,716) |
| Net income attributable to noncontrolling interest holders | — | — | — | — | — | — | 2,339 | 2,339 |
| Foreign currency exchange translation adjustment | — | — | — | 1,356 | — | 1,356 | 319 | 1,675 |
| Net actuarial gain arising during period, less amortization of unamortized benefit plan cost, net of tax | — | — | — | 384 | — | 384 | — | 384 |
| Balance, September 30, 2024 | 71,740 | $73,370 | $2,714,958 | $(43,875) | $710,940 | $3,455,393 | $176,857 | $3,632,250 |
| SOUTHWEST GAS HOLDINGS, INC. | Form 10-Q |
|---|---|
| SOUTHWEST GAS CORPORATION | September 30, 2025 |
CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| ASSETS | ||
| Regulated operations plant: | ||
| Gas plant | $11,289,621 | $10,844,895 |
| Less: accumulated depreciation | (3,025,110) | (2,914,457) |
| Construction work in progress | 231,095 | 178,647 |
| Net regulated operations plant | 8,495,606 | 8,109,085 |
| Other property and investments, net | 166,135 | 159,678 |
| Current assets: | ||
| Cash and cash equivalents | 181,996 | 311,073 |
| Accounts receivable, net of allowance | 110,575 | 202,947 |
| Accrued utility revenue | 51,700 | 96,600 |
| Income taxes receivable, net | 931 | — |
| Deferred purchased gas costs | 99 | 13,807 |
| Receivable from parent | 1,435 | — |
| Materials, supplies, and gas inventories | 91,154 | 93,755 |
| Prepaid and other current assets | 210,984 | 140,873 |
| Total current assets | 648,874 | 859,055 |
| Noncurrent assets: | ||
| Goodwill | 11,155 | 11,155 |
| Deferred charges and other assets | 403,707 | 394,852 |
| Total noncurrent assets | 414,862 | 406,007 |
| Total assets | $9,725,477 | $9,533,825 |
| CAPITALIZATION AND LIABILITIES | ||
| Capitalization: | ||
| Common stock | $49,112 | $49,112 |
| Additional paid-in capital | 2,171,752 | 2,165,002 |
| Accumulated other comprehensive loss, net | (37,597) | (38,401) |
| Retained earnings | 1,233,196 | 1,096,149 |
| Total equity | 3,416,463 | 3,271,862 |
| Long-term debt, less current maturities | 3,507,120 | 3,504,477 |
| Total capitalization | 6,923,583 | 6,776,339 |
| Current liabilities: | ||
| Accounts payable | 118,231 | 190,612 |
| Customer deposits | 67,026 | 63,876 |
| Accrued general taxes | 58,594 | 59,353 |
| Accrued interest | 38,503 | 35,460 |
| Deferred purchased gas costs | 356,458 | 255,398 |
| Payable to parent | — | 370 |
| Dividends declared | — | 44,600 |
| Other current liabilities | 112,466 | 119,357 |
| Total current liabilities | 751,278 | 769,026 |
| Deferred income taxes and other credits: | ||
| Deferred income taxes and investment tax credits, net | 872,344 | 819,973 |
| Accumulated removal costs | 490,000 | 472,000 |
| Other deferred credits and other long-term liabilities | 688,272 | 696,487 |
| Total deferred income taxes and other credits | 2,050,616 | 1,988,460 |
| Total capitalization and liabilities | $9,725,477 | $9,533,825 |
| SOUTHWEST GAS HOLDINGS, INC. | Form 10-Q |
|---|---|
| SOUTHWEST GAS CORPORATION | September 30, 2025 |
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Regulated operations revenues | $316,911 | $359,131 | $1,459,645 | $1,922,157 |
| Operating expenses: | ||||
| Net cost of gas sold | 42,685 | 111,712 | 429,398 | 984,188 |
| Operations and maintenance | 133,808 | 129,736 | 399,867 | 390,229 |
| Depreciation and amortization | 79,073 | 74,153 | 241,703 | 220,663 |
| Taxes other than income taxes | 23,368 | 22,283 | 70,379 | 66,414 |
| Total operating expenses | 278,934 | 337,884 | 1,141,347 | 1,661,494 |
| Operating income | 37,977 | 21,247 | 318,298 | 260,663 |
| Other income and (expenses): | ||||
| Net interest deductions | (46,156) | (42,312) | (135,524) | (118,595) |
| Other income | 13,277 | 16,665 | 40,385 | 48,976 |
| Total other (expenses) | (32,879) | (25,647) | (95,139) | (69,619) |
| Income (loss) before income taxes | 5,098 | (4,400) | 223,159 | 191,044 |
| Income tax expense (benefit) | (422) | (4,972) | 41,020 | 27,053 |
| Net income | $5,520 | $572 | $182,139 | $163,991 |
| SOUTHWEST GAS HOLDINGS, INC. | Form 10-Q |
|---|---|
| SOUTHWEST GAS CORPORATION | September 30, 2025 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Net income | $5,520 | $572 | $182,139 | $163,991 |
| Other comprehensive income, net of tax | ||||
| Defined benefit pension plans: | ||||
| Amortization of prior service cost, net of tax of $11, $11, $33 and $33, respectively | 33 | 33 | 99 | 99 |
| Amortization of net actuarial loss, net of tax of $226, $458, $678 and $1,375, respectively | 717 | 1,452 | 2,152 | 4,355 |
| Regulatory adjustment, net of tax of ($153), ($347), ($457) and ($1,043), respectively | (481) | (1,101) | (1,447) | (3,300) |
| Net defined benefit pension plans, net of tax | 269 | 384 | 804 | 1,154 |
| Total other comprehensive income, net of tax | 269 | 384 | 804 | 1,154 |
| Comprehensive income | $5,789 | $956 | $182,943 | $165,145 |
| SOUTHWEST GAS HOLDINGS, INC. | Form 10-Q |
|---|---|
| SOUTHWEST GAS CORPORATION | September 30, 2025 |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Nine Months EndedSeptember 30, | ||
|---|---|---|
| 2025 | 2024 | |
| CASH FLOW FROM OPERATING ACTIVITIES: | ||
| Net income | $182,139 | $163,991 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||
| Depreciation and amortization | 241,703 | 220,663 |
| Deferred income taxes | 52,890 | 47,061 |
| Gain on sale of property | (1,604) | — |
| Changes in undistributed stock compensation | 8,879 | 6,901 |
| Equity AFUDC | (4,412) | (5,548) |
| Changes in current assets and liabilities: | ||
| Accounts receivable, net of allowance | 92,372 | 137,635 |
| Accrued utility revenue | 44,900 | 45,200 |
| Deferred purchased gas costs | 114,768 | 678,478 |
| Accounts payable | (66,237) | (103,708) |
| Accrued taxes | (1,757) | 5,935 |
| Other current assets and liabilities | (74,382) | (38,518) |
| Changes in deferred charges and other assets | (42,684) | (39,098) |
| Changes in other liabilities and deferred credits | (20,216) | (24,537) |
| Net cash provided by operating activities | 526,359 | 1,094,455 |
| CASH FLOW FROM INVESTING ACTIVITIES: | ||
| Capital expenditures and property additions | (570,351) | (643,720) |
| Proceeds from the sale of property | 5,306 | 21,377 |
| Changes in customer advances | 3,246 | (4,804) |
| Other | 940 | 244 |
| Net cash used in investing activities | (560,859) | (626,903) |
| CASH FLOW FROM FINANCING ACTIVITIES: | ||
| Dividends paid | (89,209) | (133,500) |
| Withholding remittance - share-based compensation | (2,613) | (1,801) |
| Other, including principal payments on finance leases | (2,755) | (1,752) |
| Net cash used in financing activities | (94,577) | (137,053) |
| Change in cash and cash equivalents | (129,077) | 330,499 |
| Cash and cash equivalents at beginning of period | 311,073 | 71,154 |
| Cash and cash equivalents at end of period | $181,996 | $401,653 |
| SUPPLEMENTAL INFORMATION: | ||
| Interest paid, net of amounts capitalized | $128,858 | $111,610 |
| Income taxes paid, net | $1,006 | $— |
| Decrease of capital expenditures in Accounts payable or Other current liabilities | $(800) | $(17,000) |
| SOUTHWEST GAS HOLDINGS, INC. | Form 10-Q |
|---|---|
| SOUTHWEST GAS CORPORATION | September 30, 2025 |
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
| Common stock shares | ||||||
|---|---|---|---|---|---|---|
| Number of Shares | Stated Value | Additional Paid-in Capital | AOCI | Retained Earnings | Total Southwest Gas Corporation Equity | |
| Balance, December 31, 2024 | 47,482 | $49,112 | $2,165,002 | $(38,401) | $1,096,149 | $3,271,862 |
| Net income | — | — | — | — | 142,942 | 142,942 |
| Share-based compensation | — | — | 2,116 | — | (316) | 1,800 |
| Net actuarial gain arising during period, less amortization of unamortized benefit plan cost, net of tax | — | — | — | 268 | — | 268 |
| Balance, March 31, 2025 | 47,482 | 49,112 | 2,167,118 | (38,133) | 1,238,775 | 3,416,872 |
| Net income | — | — | — | — | 33,677 | 33,677 |
| Dividends declared to Southwest Gas Holdings, Inc. | — | — | — | — | (44,609) | (44,609) |
| Share-based compensation | — | — | 2,249 | — | (83) | 2,166 |
| Net actuarial gain arising during period, less amortization of unamortized benefit plan cost, net of tax | — | — | — | 267 | — | 267 |
| Balance, June 30, 2025 | 47,482 | 49,112 | 2,169,367 | (37,866) | 1,227,760 | 3,408,373 |
| Net income | — | — | — | — | 5,520 | 5,520 |
| Share-based compensation | — | — | 2,385 | — | (84) | 2,301 |
| Net actuarial gain arising during period, less amortization of unamortized benefit plan cost, net of tax | — | — | — | 269 | — | 269 |
| Balance, September 30, 2025 | 47,482 | $49,112 | $2,171,752 | $(37,597) | $1,233,196 | $3,416,463 |
| Common stock shares | ||||||
| Number of Shares | Stated Value | Additional Paid-in Capital | AOCI | Retained Earnings | Total Southwest Gas Corporation Equity | |
| Balance, December 31, 2023 | 47,482 | $49,112 | $2,156,577 | (40,548) | $1,018,474 | $3,183,615 |
| Net income | — | — | — | — | 135,825 | 135,825 |
| Dividends declared to Southwest Gas Holdings, Inc. | — | — | — | — | (41,699) | (41,699) |
| Share-based compensation | — | — | (259) | — | (327) | (586) |
| Net actuarial gain arising during period, less amortization of unamortized benefit plan cost, net of tax | — | — | — | 384 | — | 384 |
| Balance, March 31, 2024 | 47,482 | 49,112 | 2,156,318 | (40,164) | 1,112,273 | 3,277,539 |
| Net income | — | — | — | — | 27,594 | 27,594 |
| Dividends declared to Southwest Gas Holdings, Inc. | — | — | — | — | (52,101) | (52,101) |
| Share-based compensation | — | — | 4,217 | — | (100) | 4,117 |
| Net actuarial gain arising during period, less amortization of unamortized benefit plan cost, net of tax | — | — | — | 386 | — | 386 |
| Balance, June 30, 2024 | 47,482 | 49,112 | 2,160,535 | (39,778) | 1,087,666 | 3,257,535 |
| Net income | — | — | — | — | 572 | 572 |
| Dividends declared to Southwest Gas Holdings, Inc. | — | — | — | — | (44,500) | (44,500) |
| Share-based compensation | — | — | 1,661 | — | (90) | 1,571 |
| Net actuarial gain arising during period, less amortization of unamortized benefit plan cost, net of tax | — | — | — | 384 | — | 384 |
| Balance, September 30, 2024 | 47,482 | $49,112 | $2,162,196 | $(39,394) | $1,043,648 | $3,215,562 |
| SOUTHWEST GAS HOLDINGS, INC. | Form 10-Q |
|---|---|
| SOUTHWEST GAS CORPORATION | September 30, 2025 |
Note 1 – Background and Organization
Nature of Operations. The Company, a Delaware corporation, is a holding company owning all of the shares of common stock of Southwest Gas; and until April 22, 2024, all of the shares of common stock of Centuri. The Company’s common stock trades under the ticker symbol “SWX.”
The Company’s businesses were managed withintwo separate reportable segments until August 2025, our Natural Gas Distribution segment (Southwest Gas) and our Utility Infrastructure Services segment (Centuri). After August 2025, our business is solely comprised of our Natural Gas Distribution segment (see Note 7 – Segment Information).
Southwest Gas is engaged in the business of purchasing, distributing, and transporting natural gas for customers in portions of Arizona, Nevada, and California. Public utility rates, practices, facilities, and service territories of Southwest Gas are subject to regulatory oversight. The timing and amount of rate relief can materially impact results of operations. Natural gas purchases and the timing of related recoveries can materially impact liquidity. While mechanisms exist in all states in which Southwest Gas operates, which decouple authorized operating cost recovery and profitability from the volume of natural gas sold, thereby also incentivizing energy conservation, results for the Natural Gas Distribution segment are higher during winter periods due to the seasonality incorporated in its regulatory rate structures.
As part of a simplification strategy, the Company previously communicated that it would pursue a separation of Centuri. In April 2024, the Company and Centuri announced the completion of the Centuri IPO. Following the Centuri IPO, the Company owned approximately 81% of Centuri. From May 2025 through September 2025, the Company completed a series of secondary public offerings and private placements of its holdings of Centuri common stock and, on September 5, 2025, completed a sale of its remaining shares. The Company’s sale of Centuri (which represents the entirety of the Company’s Utility Infrastructure Services segment) met the criteria to be presented as discontinued operations in accordance with U.S. GAAP. See also Note 2 – Summary of Significant Accounting Policiesand Note 6 - Centuri Separation.
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation. The condensed consolidated financial statements of the Company and Southwest Gas included herein have been prepared pursuant to the rules and regulations of the SEC. The year-end 2024 condensed consolidated balance sheet data was derived from audited financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.
The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, as of the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In the opinion of management, all adjustments, consisting of normal recurring items and estimates necessary for a fair statement of results for the interim periods, have been made.
Discontinued Operations. On August 11, 2025, the Company completed a secondary public offering and a concurrent private placement transaction with Icahn investment entities. These transactions resulted in the sale of a combined total of 18,823,500 shares of Centuri common stock previously held by the Company (see Note 6 - Centuri Separation). Following the completion of these transactions, the Company no longer maintained a controlling financial interest in Centuri. Accordingly, Centuri’s assets, liabilities, and results of operations are no longer included in the Company’s consolidated financial statements.
In addition, the sale of Centuri, which comprised the Company’s Utility Infrastructure Services segment, represents a strategic shift that has a significant impact on the Company’s operations and financial results. Therefore, Centuri meets the criteria to be reported as discontinued operations in accordance with U.S. GAAP. The results of discontinued operations are aggregated and presented separately in the Condensed Consolidated Statements of Income and Condensed Consolidated Statements of Cash Flows for all periods presented. Assets and liabilities of the discontinued operations are aggregated and reported separately on the Condensed Consolidated Balance Sheets as of December 31, 2024. Unless otherwise noted, the financial disclosures and related information provided herein relate to our continuing operations, which exclude our former Utility Infrastructure Services segment, and we have recast prior period amounts to reflect discontinued operations.
These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto of Southwest Gas and the Company included in our 2024 Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
| SOUTHWEST GAS HOLDINGS, INC. | Form 10-Q |
|---|---|
| SOUTHWEST GAS CORPORATION | September 30, 2025 |
Other Property and Investments. Other property and investments on Southwest Gas’ and the Company’s Condensed Consolidated Balance Sheets includes:
| (Thousands of dollars) | September 30, 2025 | December 31, 2024 |
|---|---|---|
| Net cash surrender value of COLI policies | $161,717 | $155,199 |
| Other property | 4,418 | 4,479 |
| Total Southwest Gas Corporation | 166,135 | 159,678 |
| Other property and investments | 6,359 | 5,770 |
| Total Southwest Gas Holdings, Inc. | $172,494 | $165,448 |
Prepaid and other current assets. Prepaid and other current assets for the Company and Southwest Gas include, among other things, $82.7 million and $32.4 million related to a regulatory asset associated with the Arizona decoupling mechanism as of September 30, 2025 and December 31, 2024, respectively.
Other Income (Deductions). The following table provides the composition of significant items included in Other income (deductions) in Southwest Gas’ and the Company’s Condensed Consolidated Statements of Income:
| Three Months Ended September 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| (Thousands of dollars) | 2025 | 2024 | 2025 | 2024 |
| Southwest Gas Corporation: | ||||
| Change in COLI policies | $2,700 | $3,200 | $6,500 | $7,800 |
| Interest income | 5,688 | 8,736 | 17,315 | 27,649 |
| Equity AFUDC | 1,501 | 1,874 | 4,412 | 5,548 |
| Other components of net periodic benefit cost | 4,369 | 4,131 | 13,106 | 12,392 |
| Miscellaneous income and (expense) | (981) | (1,276) | (948) | (4,413) |
| Southwest Gas Corporation - total other income (deductions) | 13,277 | 16,665 | 40,385 | 48,976 |
| Southwest Gas Holdings, Inc.: | ||||
| Corporate and administrative | 2,090 | (66) | 2,244 | (58) |
| Southwest Gas Holdings, Inc. – total other income (deductions) | $15,367 | $16,599 | $42,629 | $48,918 |
Interest income primarily relates to Southwest Gas’ regulatory asset balances, including its deferred purchased gas cost mechanisms. Interest income is earned on asset balances and interest expense is incurred on liability balances. Corporate and administrative costs are those incurred directly by the parent entity, Southwest Gas Holdings. Refer also to Note 5 – Components of Net Periodic Benefit Costfor details regarding Other components of net periodic benefit cost.
EPS. Basic EPS in each period of this report were calculated by dividing net income attributable to the Company by the weighted-average number of shares during those periods. Diluted EPS includes additional weighted-average common stock equivalents (performance stock units and restricted stock units). Unless otherwise noted, the term EPS refers to Basic EPS. A reconciliation of the denominator used in Basic and Diluted EPS calculations is shown in the following table:
| Three Months Ended September 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| (In thousands) | 2025 | 2024 | 2025 | 2024 |
| Weighted average basic shares | 72,209 | 71,880 | 72,104 | 71,816 |
| Effect of dilutive securities: | ||||
| Restricted stock units (1)(2) | 196 | 206 | 161 | 178 |
| Weighted average diluted shares | 72,405 | 72,086 | 72,265 | 71,994 |
(1) The number of securities included 161,000 and 165,000 performance stock units during the three months ended September 30, 2025 and September 30, 2024. During the nine months ended September 30, 2025 and September 30, 2024, respectively, the number of securities included 136,000 and 148,000 performance stock units, the total of which was derived by assuming that target performance will be achieved during the relevant performance period.
| SOUTHWEST GAS HOLDINGS, INC. | Form 10-Q |
|---|---|
| SOUTHWEST GAS CORPORATION | September 30, 2025 |
(2) The number of anti-dilutive restricted stock units excluded from the calculation of diluted shares from continuing operations during the three months ended September 30, 2024 is 206,000 and from discontinued operations during the nine months ended September 30, 2024 is 178,000, respectively.
Income Taxes. The Company’s effective tax rate was (23.8)% for the three months ended September 30, 2025, compared to 46.0% for the corresponding period in 2024, primarily due to pre-tax income differences, the amortization of excess deferred income taxes, and COLI. The Company’s effective tax rate was 17.9% for the nine months ended September 30, 2025, compared to 12.0% for the corresponding period in 2024, primarily due to pre-tax income differences, amortization of excess deferred income taxes, and COLI.
Southwest Gas’ effective tax rate was (8.3)% for the three months ended September 30, 2025, compared to 113.0% for the corresponding period in 2024, primarily due to pre-tax income differences, the amortization of excess deferred income taxes, and COLI. Southwest Gas’ effective tax rate was 18.4% for the nine months ended September 30, 2025, compared to 14.2% in the corresponding period in 2024 primarily due to pre-tax income differences, the amortization of excess accumulated deferred income taxes, and COLI.
On July 4, 2025, the OBBBA was signed into law, which makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act that were set to expire at the end of 2025. In addition, the OBBBA makes changes to certain U.S. corporate tax provisions, but many are generally not effective until 2026. The Company and Southwest Gas have determined that the new legislation does not materially impact the results of operations.
Recent Accounting Standards Updates.
Recently issued accounting pronouncements that will be effective in 2025 and thereafter:
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The update, among other amendments, provides for enhanced disclosures primarily related to changes in the effective income tax rate reconciliation and information regarding income taxes paid. The update is effective for annual periods beginning after December 15, 2024. Management plans to adopt ASU 2023-09 beginning with the fourth quarter of fiscal 2025 and utilize the retrospective application. The adoption of this ASU is not expected to have a material impact the Company’s and Southwest Gas’ disclosures.
In November 2024, the FASB issued ASU 2024-03 “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The update requires disclosure of disaggregated information about certain income statement expense line items in the notes to the financial statements. The update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027; early adoption is permitted. The update should be applied prospectively; however, retrospective application is also permitted. Management is evaluating the impacts this update might have on the Company’s and Southwest Gas’ disclosures.
In July 2025, the FASB issued ASU 2025-05 “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets.” The amendments in this update provide a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets. The update is effective for annual periods beginning after December 15, 2025; early adoption is permitted. Management plans to adopt ASU 2025-05 beginning with the fourth quarter of fiscal 2025 and utilize the practical expedient provided therein. The adoption of this ASU is not expected to have a material impact on the Company’s or Southwest Gas’ financial position or results of operations.
In September 2025, the FASB issued ASU 2025-06 “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” The amendments in this update improve the operability of the guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. This update is effective for annual periods beginning after December 15, 2027, including interim periods within those fiscal years; early adoption is permitted. Management is evaluating the impacts this update might have on the Company’s and Southwest Gas’ consolidated financial statements.
Note 3 – Revenue
Southwest Gas’ operating revenues, but not its profits, are directly impacted by variability between comparative periods in the cost of natural gas procured for customers as such costs are incorporated in customer rates. When incorporated (for customers other than those taking transportation-only service), such costs are passed along to customers, generally dollar-for-dollar without markup. Southwest Gas’ revenues overall, reflected on the Condensed Consolidated Statements of Income of both the
| SOUTHWEST GAS HOLDINGS, INC. | Form 10-Q |
|---|---|
| SOUTHWEST GAS CORPORATION | September 30, 2025 |
Company and Southwest Gas, include revenue from contracts with customers, which is shown below, disaggregated by customer type, in addition to other categories of revenue:
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| (Thousands of dollars) | 2025 | 2024 | 2025 | 2024 |
| Residential | $168,742 | $189,156 | $969,225 | $1,283,945 |
| Small commercial | 50,564 | 70,708 | 252,953 | 387,793 |
| Large commercial | 16,758 | 20,569 | 56,394 | 87,895 |
| Industrial/other | 9,695 | 13,443 | 33,836 | 49,737 |
| Transportation | 28,226 | 27,515 | 87,195 | 82,875 |
| Revenue from contracts with customers | 273,985 | 321,391 | 1,399,603 | 1,892,245 |
| Alternative revenue program revenues | 40,064 | 34,341 | 52,568 | 17,978 |
| Other revenues (1) | 2,862 | 3,399 | 7,474 | 11,934 |
| Total Regulated operations revenues | $316,911 | $359,131 | $1,459,645 | $1,922,157 |
(1)Amounts include late fees and other miscellaneous revenues, and may also include the impact of certain regulatory mechanisms.
Note 4 – Debt
Long-Term Debt
Long-term debt is recognized in the Company’s and Southwest Gas’ Condensed Consolidated Balance Sheets generally at the carrying value of the obligations outstanding. Details surrounding the fair value and individual carrying values of instruments are provided in the table that follows.
| September 30, 2025 · December 31, 2024 | |||||
|---|---|---|---|---|---|
| CarryingAmount · FairValue · CarryingAmount · FairValue | |||||
| (Thousands of dollars) | |||||
| Southwest Gas Holdings, Inc. and Southwest Gas Corporation: | |||||
| Southwest Gas long-term debt | $3,532,500 | $3,236,584 | $3,532,500 | $3,121,449 | |
| Unamortized discount and debt issuance costs | (25,380) | (28,023) | |||
| Southwest Gas Holdings, Inc. and Southwest Gas Corporation total long-term debt (no current maturities) | $3,507,120 | $3,504,477 | |||
Southwest Gas has a $400 million revolving credit facility that is scheduled to expire in August 2029. Southwest Gas designates $150 million of associated capacity as long-term debt and the remaining $250 million for working capital purposes. In June 2025, Southwest Gas amended this revolving credit agreement, which among other things, added a swingline loan sub-facility in an aggregate principal amount at any time outstanding not to exceed $30 million and added a one-week interest period option with an interest rate equal to Daily Simple SOFR plus 0.03839% plus the applicable margin. At September 30, 2025, the applicable margin is 1.125% for loans bearing interest with reference to SOFR and 0.125% for loans bearing interest with reference to the alternative base rate. At September 30, 2025, no borrowings were outstanding on the long-term portion (including under the commercial paper program), nor under the short-term portion of the facility.
Short-Term Debt
In June 2025, Southwest Gas Holdings entered into a new $300 million revolving credit agreement that matures in August 2029, replacing Southwest Gas Holdings’ existing $300 million credit facility that was set to expire in December 2026. At September 30, 2025, the applicable margin is 1.25% for loans bearing interest to SOFR and 0.25% for loans bearing interest with reference to the alternative base. Southwest Gas Holdings has a one-week interest period option with an interest rate equal to Daily Simple SOFR plus 0.03839% plus the applicable margin. Southwest Gas Holdings is also required to pay a commitment fee on the unfunded portion of the commitments which ranges from 0.075% to 0.200%. The revolving credit agreement also contains a swingline loan sub-facility in an aggregate principal amount at any time outstanding not to exceed $30 million. At September 30, 2025, there wereno borrowings outstanding under this credit facility.
| SOUTHWEST GAS HOLDINGS, INC. | Form 10-Q |
|---|---|
| SOUTHWEST GAS CORPORATION | September 30, 2025 |
In August 2024, Southwest Gas Holdings entered into a $550 million term loan that had been set to mature in July 2025. In June 2025, Southwest Gas Holdings entered into a second amended and restated term loan credit agreement, extending the maturity date of this agreement to June 2026 and excluding Centuri and its subsidiaries from certain material representations, covenants, and events of default. Prior to the execution of the amendment, Southwest Gas Holdings prepaid a portion of the indebtedness, decreasing the balance from $550 million to $225 million, utilizing proceeds received from the Centuri separation transactions. In August 2025, Southwest Gas Holdings paid the remaining balance of $225 million utilizing proceeds received from additional Centuri separation transactions. See Note 6 - Centuri Separation.
The weighted average interest rate of all short-term borrowings is 5.63% at December 31, 2024. There wereno short-term borrowings at September 30, 2025.
Note 5 – Components of Net Periodic Benefit Cost
The components of Southwest Gas' net periodic benefit cost for its QRP, SERP, and PBOP for the three and nine months ended September 30, 2025 and 2024 are presented in the following tables.
| Three Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| (Thousands of dollars) | QRP | SERP | PBOP | QRP | SERP | PBOP |
| Service cost | $6,099 | $58 | $292 | $7,063 | $61 | $322 |
| Interest cost | 16,397 | 596 | 856 | 15,097 | 542 | 794 |
| Expected return on plan assets | (22,582) | — | (623) | (21,953) | — | (565) |
| Amortization of prior service costs | — | — | 44 | — | — | 44 |
| Amortization of net actuarial loss (gain) | 751 | 270 | (78) | 1,577 | 333 | — |
| Net periodic benefit cost | $665 | $924 | $491 | $1,784 | $936 | $595 |
| Nine Months Ended September 30, | ||||||
| 2025 · 2024 | ||||||
| (Thousands of dollars) | QRP | SERP | PBOP | QRP | SERP | PBOP |
| Service cost | $18,296 | $174 | $876 | $21,189 | $183 | $966 |
| Interest cost | 49,191 | 1,788 | 2,569 | 45,291 | 1,626 | 2,383 |
| Expected return on plan assets | (67,745) | — | (1,871) | (65,859) | — | (1,695) |
| Amortization of prior service costs | — | — | 132 | — | — | 132 |
| Amortization of net actuarial loss (gain) | 2,255 | 810 | (235) | 4,731 | 999 | — |
| Net periodic benefit cost | $1,997 | $2,772 | $1,471 | $5,352 | $2,808 | $1,786 |
Note 6 - Centuri Separation
In April 2024, the Company and Centuri announced the completion of the Centuri IPO, prior to which Centuri was a wholly owned subsidiary of the Company. Immediately upon the completion of the Centuri IPO, the Company continued to own approximately 81% of the outstanding shares of common stock of Centuri.
In May 2025, the Company completed a secondary public offering of 10,350,000 shares of Centuri’s common stock owned by the Company (inclusive of 1,350,000 shares related to the exercise of the overallotment option) at a price of $17.50 per share. In addition, the Company sold 2,857,142 shares at a price equal to the public offering price to the Icahn investment entities in a concurrent private placement. The net proceeds to the Company from this public offering and concurrent private placement, after deducting underwriting discounts and commissions of $6.6 million and other fees, were approximately $224.6 million.
In June 2025, the Company completed an additional secondary public offering of 11,212,500 shares of Centuri’s common stock owned by the Company (inclusive of 1,462,500 shares related to the exercise of the overallotment option) at a price of $20.75 per share. The net proceeds to the Company from the public offering, after deducting underwriting discounts and commissions of $8.6 million and other fees, were approximately $224.1 million. In addition, in July 2025 the Company closed the concurrent private placement sale of an additional 1,060,240 shares at a price equal to the June 2025 Centuri public offering price, with
| SOUTHWEST GAS HOLDINGS, INC. | Form 10-Q |
|---|---|
| SOUTHWEST GAS CORPORATION | September 30, 2025 |
Icahn investment entities. The net proceeds to the Company from this concurrent private placement were approximately $22.0 million. After completion of the June 2025 public offering and July 2025 private placement, the Company owned approximately 52.1% of the then-outstanding Centuri common stock.
On August 11, 2025, the Company completed an additional secondary public offering and concurrent private placement sale with Icahn investment entities for a combined total of 18,823,500 shares of Centuri common stock owned by the Company at a price of $19.50 per share. The net proceeds to the Company, after deducting underwriting discounts and commissions of $11.8 million and other fees, were approximately $355.2 million. The Company used the proceeds for the repayment of outstanding indebtedness, the third quarter dividends to stockholders, and will use the remainder for general corporate purposes (see Note 4 – Debt). After completion of the offering and concurrent private placement, the Company owned approximately 30.9% of the then-outstanding Centuri common stock, and, therefore, no longer had a controlling financial interest in Centuri. As a result, the Company met the requirements for the deconsolidation of Centuri. In addition, the sale of Centuri, which comprised the Company’s Utility Infrastructure Services segment, represents a strategic shift that has a significant impact on the Company’s operations and financial results. Therefore, the sale meets the criteria to be reported as discontinued operations in accordance with U.S. GAAP. Accordingly, the historical financial results of Centuri, for all periods presented, are reflected in the Condensed Consolidated Financial Statements as discontinued operations. On August 11, 2025, following the deconsolidation of Centuri, the Company remeasured its retained 30.9% ownership interest at fair value. This remeasurement resulted in a gain of $230.4 million, which was included in the total gain recognized upon deconsolidation further described below. Subsequent to this date, the Company elected to continue measuring its retained interest, accounted for under the equity method, at fair value through the date of final disposition on September 5, 2025. Upon final disposition, the Company recognized a loss of $9.7 million. After considering the initial fair value adjustment, the Company recorded a net gain of $220.7 million related to the disposition on its retained interest in Centuri.
On September 5, 2025, the Company completed a final additional secondary public offering of 27,362,210 shares of Centuri common stock owned by the Company at a price of $19.18 per share. After completion of the offering, the Company no longer owns any shares of Centuri common stock and no longer has governance rights afforded to it under the Separation Agreement, including the right to nominate any of Centuri’s directors and any remaining consent rights over certain of Centuri’s corporate actions. The net proceeds to the Company from the public offering, after deducting other fees of approximately $900,000, were approximately $524.0 million.
Centuri did not receive any of the proceeds from the series of public offerings or private placements subsequent to the Centuri IPO. The Company expects to use the proceeds for general corporate purposes including support for future capital investments at Southwest Gas as well as the potential 2028 expansion of Great Basin, and future dividend payments to stockholders that would otherwise have been funded by Southwest Gas.
The following table presents the net proceeds received by the Company for the sale of Centuri common stock subsequent to the Centuri IPO:
| Secondary Offering Information | Net Proceeds(in million) (1) |
|---|---|
| May 22, 2025 public offering and private placement | $224.6 |
| June 18, 2025 public offering | 224.1 |
| July 8, 2025 private placement | 22.0 |
| August 11, 2025 public offering and private placement | 355.2 |
| September 5, 2025 public offering | 524.0 |
| Total | $1,349.9 |
(1)Net proceeds, net of transaction costs
| SOUTHWEST GAS HOLDINGS, INC. | Form 10-Q |
|---|---|
| SOUTHWEST GAS CORPORATION | September 30, 2025 |
Discontinued Operations
The gain on deconsolidation as of August 11, 2025 is calculated as follows (in thousands):
| Fair value of the retained investment in Centuri (1) | $533,636 |
|---|---|
| Net proceeds received from the August 11, 2025 public offering and private placement | 355,220 |
| Carrying value of noncontrolling interest attributable to Centuri prior to deconsolidation | 460,897 |
| Less: Carrying value of Centuri net assets prior to deconsolidation, including AOCI | (982,396) |
| Gain on deconsolidation of Centuri before income tax (2) | 367,357 |
| Income tax expense | 88,566 |
| Gain on deconsolidation of Centuri, net of tax | $278,791 |
(1)Centuri’s quoted stock price is used for fair value measurement, which is classified as level 1 in the fair value hierarchy as of August 11, 2025.
(2)Includes $136.9 million gain on interest sold and $230.4 million gain on the investment retained.
The following table summarizes the components of assets and liabilities of discontinued operations on the Company’s Condensed Consolidated Balance Sheets at September 30, 2025 and December 31, 2024:
| (Thousands of dollars) | September 30, 2025 | December 31, 2024 |
|---|---|---|
| Cash | $— | $49,019 |
| Accounts receivable, net of allowances | — | 519,610 |
| Other current assets | — | 32,755 |
| Total current assets classified as discontinued operations | — | 601,384 |
| Other property and investments, net | — | 1,025,700 |
| Goodwill | — | 770,046 |
| Deferred income taxes | — | 52,376 |
| Deferred charges and other assets | — | 79,004 |
| Total noncurrent assets classified as discontinued operations | — | 1,927,126 |
| Current maturities of long-term debt | — | 30,018 |
| Accounts payable | — | 140,889 |
| Income tax payable (1) | 7,919 | — |
| Other current liabilities | — | 211,985 |
| Total current liabilities classified as discontinued operations | 7,919 | 382,892 |
| Long-term debt, less current maturities | — | 843,863 |
| Other deferred credits | — | 172,863 |
| Total noncurrent liabilities classified as discontinued operations | $— | $1,016,726 |
| (1) Estimated tax payable related to Centuri disposition. | ||
| SOUTHWEST GAS HOLDINGS, INC. | Form 10-Q |
|---|---|
| SOUTHWEST GAS CORPORATION | September 30, 2025 |
Summarized results from discontinued operations were as follows:
| Three Months EndedSeptember 30, | Nine Months EndedSeptember 30, | |||
|---|---|---|---|---|
| (Thousands of dollars) | 2025 | 2024 | 2025 | 2024 |
| Utility infrastructure services revenues | $338,981 | $720,053 | $1,613,113 | $1,920,151 |
| Utility infrastructure services expenses | (319,523) | (645,483) | (1,507,543) | (1,771,344) |
| Depreciation and amortization | (14,947) | (33,208) | (83,393) | (101,912) |
| Net interest deductions | (15,422) | (23,925) | (51,530) | (70,653) |
| Gain on deconsolidation | 367,357 | — | 367,357 | — |
| Loss on final disposition of retained interest | (9,688) | — | (9,688) | — |
| Other income (deductions), net | (9) | 160 | (136) | 900 |
| Income (loss) from discontinued operations before income taxes | 346,749 | 17,597 | 328,180 | (22,858) |
| Income tax expense | (82,965) | (5,707) | (126,366) | (849) |
| Net income (loss) from discontinued operations | 263,784 | 11,890 | 201,814 | (23,707) |
| Net income (loss) attributable to noncontrolling interest | (2,517) | 2,374 | (4,646) | 4,076 |
| Net income (loss) from discontinued operations attributable to Southwest Gas Holdings, Inc. | $266,301 | $9,516 | $206,460 | $(27,783) |
During the second quarter 2025, following the May 2025 sale of Centuri common stock, the Company was no longer eligible to include Centuri in its consolidated federal and certain state income tax returns (tax deconsolidation) and the Company’s tax-free spin protection plan expired. As such, the Company could no longer assert the ability to complete a tax-free disposition of its investment in Centuri. This event required the Company to recognize a previously unrecorded deferred tax liability related to the outside basis of its investment in Centuri. The Company recognized tax expense of $14.4 million and $66.8 million for the three-month and nine-month periods ended September 30, 2025, respectively, related to the recognition of outside basis differences. Following the sale of the Company’s remaining shares of Centuri common stock in September 2025, the Company was no longer eligible to include Centuri in its remaining state income tax returns.
The Company recorded a tax benefit of $15.7 million and $22.7 million for the three-month and nine-month periods ended September 30, 2025, respectively, related to deferred tax assets. These benefits reflect state net operating losses that are now expected to be utilized in connection with the disposition of Centuri shares. The combined effect of these items resulted in a net tax benefit of $1.3 million for the three-month period ended September 30, 2025, and a net tax expense of $44.1 million for the nine-month period ended September 30, 2025.
On February 24, 2025, the Company entered into a Tax Assets Agreement with Centuri. The Tax Assets Agreement addresses the Company’s arrangements with Centuri with respect to certain Tax Assets that each company will retain following any deconsolidation for U.S. federal and relevant state income tax laws. Under the terms of the Tax Assets Agreement, the Company contributed $56.4 million of Tax Assets to Centuri, which were treated as a deemed capital contribution. This amount is subject to change and will be finalized upon the filing of the 2024 and 2025 final consolidated or combined federal and state income tax returns. Any future changes to the Tax Assets contributed to Centuri will be recorded in discontinued operations.
Note 7 – Segment Information
The Company’s businesses were managed withintwo separate reportable segments until August 2025, our Natural Gas Distribution segment (Southwest Gas) and our Utility Infrastructure Services segment (Centuri). After August 2025, our business is solely comprised of our Natural Gas Distribution segment, see Note 6 - Centuri Separation. The results of the Utility Infrastructure Services segment are presented as discontinued operations in the Condensed Consolidated Statements of Income and, as such, have been excluded from continuing operations and segment results for all periods presented. Previously reported results for the Natural Gas Distribution segment were not impacted by the Centuri deconsolidation.
In order to reconcile to net income as disclosed in the Condensed Consolidated Statements of Income, an Other column is included below associated with certain unallocated expenses that represent the corporate and administrative activities associated with Southwest Gas Holdings, such as costs related to the Centuri separation and net interest deductions.
| SOUTHWEST GAS HOLDINGS, INC. | Form 10-Q |
|---|---|
| SOUTHWEST GAS CORPORATION | September 30, 2025 |
Segment information is presented in a similar manner to how the CODM, the Company’s CEO and President, reviews operating results in assessing performance and allocating resources. The CODM evaluates the performance of the reportable segment based on the segment’s net income (loss). The CODM considers budget-to-actual variances when making decisions about allocating capital and personnel to the segment. The CODM also uses net income (loss) to assess the return on assets of the segment including margin earned and in the compensation of certain employees.
The financial information pertaining to the Natural Gas Distribution segment is as follows:
| Three Months Ended September 30, 2025 | |||||
|---|---|---|---|---|---|
| (Thousands of dollars) · Natural GasDistribution · Other · Total | |||||
| Revenue from contracts with customers | $273,985 | $— | $273,985 | ||
| Alternative revenue program and other revenues | 42,926 | — | 42,926 | ||
| Total segment revenue | 316,911 | — | 316,911 | ||
| Less: | |||||
| Net cost of gas sold | 42,685 | — | 42,685 | ||
| Operations and maintenance | 133,808 | 969 | 134,777 | ||
| Other segment items (1) | 135,320 | 757 | 136,077 | ||
| Income (loss) from continuing operations before income taxes | 5,098 | (1,726) | 3,372 | ||
| Income tax benefit | (422) | (381) | (803) | ||
| Income (loss) from continuing operations | $5,520 | $(1,345) | 4,175 | ||
| Income from discontinued operations, net of taxes | 263,784 | ||||
| Net income | 267,959 | ||||
| Net (loss) attributable to noncontrolling interests | (2,517) | ||||
| Net income attributable to Southwest Gas Holdings, Inc. | $270,476 | ||||
| (1) Other segment items includes: Depreciation and amortization, Taxes other than income taxes, Net interest deductions, and Other income (deductions). | |||||
| Other segment disclosures | Three Months Ended September 30, 2025 | ||||
| (Thousands of dollars) | Natural GasDistribution | Other | Total | ||
| Interest income | $5,688 | $— | $5,688 | ||
| Interest expense | $46,156 | $2,847 | $49,003 | ||
| Depreciation and amortization | $79,073 | $— | $79,073 | ||
| Segment assets | $9,725,477 | $603,102 | $10,328,579 | ||
| Capital expenditures | $207,894 | $— | $207,894 | ||
| SOUTHWEST GAS HOLDINGS, INC. | Form 10-Q |
|---|---|
| SOUTHWEST GAS CORPORATION | September 30, 2025 |
| Three Months Ended September 30, 2024 | |||||
|---|---|---|---|---|---|
| (Thousands of dollars) · Natural GasDistribution · Other · Total | |||||
| Revenue from contracts with customers | $321,391 | $— | $321,391 | ||
| Alternative revenue program and other revenues | 37,740 | — | 37,740 | ||
| Total segment revenue | 359,131 | — | 359,131 | ||
| Less: | |||||
| Net cost of gas sold | 111,712 | — | 111,712 | ||
| Operations and maintenance | 129,736 | 1,125 | 130,861 | ||
| Other segment items (1) | 122,083 | 11,560 | 133,643 | ||
| Loss from continuing operations before income taxes | (4,400) | (12,685) | (17,085) | ||
| Income tax benefit | (4,972) | (2,886) | (7,858) | ||
| Income (loss) from continuing operations | $572 | $(9,799) | (9,227) | ||
| Income from discontinued operations, net of taxes | 11,890 | ||||
| Net income | 2,663 | ||||
| Net income attributable to noncontrolling interests | 2,374 | ||||
| Net income attributable to Southwest Gas Holdings, Inc. | $289 | ||||
| (1) Other segment items includes: Depreciation and amortization, Taxes other than income taxes, Net interest deductions, and Other income (deductions). | |||||
| Other segment disclosures | Three Months Ended September 30, 2024 | ||||
| (Thousands of dollars) | Natural GasDistribution | Other | Total | ||
| Interest income | $8,736 | $— | $8,736 | ||
| Interest expense | $42,312 | $11,494 | $53,806 | ||
| Depreciation and amortization | $74,153 | $— | $74,153 | ||
| Capital expenditures | $252,373 | $— | $252,373 | ||
| As of December 31, 2024 | |||||
| Segment assets | $9,533,825 | $10,571 | $9,544,396 | ||
| Nine Months Ended September 30, 2025 | ||||
|---|---|---|---|---|
| (Thousands of dollars) · Natural GasDistribution · Other · Total | ||||
| Revenue from contracts with customers | $1,399,603 | $— | $1,399,603 | |
| Alternative revenue program and other revenues | 60,042 | — | 60,042 | |
| Total segment revenue | 1,459,645 | — | 1,459,645 | |
| Less: | ||||
| Net cost of gas sold | 429,398 | — | 429,398 | |
| Operations and maintenance | 399,867 | 3,078 | 402,945 | |
| Other segment items (1) | 407,221 | 19,019 | 426,240 | |
| Income (loss) from continuing operations before income taxes | 223,159 | (22,097) | 201,062 | |
| Income tax expense (benefit) | 41,020 | (4,961) | 36,059 | |
| Income (loss) from continuing operations | $182,139 | (17,136) | 165,003 | |
| Income from discontinued operations, net of taxes | 201,814 | |||
| Net income | 366,817 | |||
| Net (loss) attributable to noncontrolling interests | (4,646) | |||
| SOUTHWEST GAS HOLDINGS, INC. | Form 10-Q |
|---|---|
| SOUTHWEST GAS CORPORATION | September 30, 2025 |
| Net income attributable to Southwest Gas Holdings, Inc. | $371,463 | ||||
|---|---|---|---|---|---|
| (1) Other segment items includes: Depreciation and amortization, Taxes other than income taxes, Net interest deductions, and Other income (deductions). | |||||
| Other segment disclosures | Nine Months Ended September 30, 2025 | ||||
| (Thousands of dollars) | Natural GasDistribution | Other | Total | ||
| Interest income | $17,315 | $— | $17,315 | ||
| Interest expense | $135,524 | $21,263 | $156,787 | ||
| Depreciation and amortization | $241,703 | $— | $241,703 | ||
| Segment assets | $9,725,477 | $603,102 | $10,328,579 | ||
| Capital expenditures | $570,351 | $— | $570,351 | ||
| Nine Months Ended September 30, 2024 | |||||
|---|---|---|---|---|---|
| (Thousands of dollars) · Natural GasDistribution · Other · Total | |||||
| Revenue from contracts with customers | $1,892,245 | $— | $1,892,245 | ||
| Alternative revenue program and other revenues | 29,912 | — | 29,912 | ||
| Total segment revenue | 1,922,157 | — | 1,922,157 | ||
| Less: | |||||
| Net cost of gas sold | 984,188 | — | 984,188 | ||
| Operations and maintenance | 390,229 | 4,728 | 394,957 | ||
| Other segment items (1) | 356,696 | 33,915 | 390,611 | ||
| Income (loss) from continuing operations before income taxes | 191,044 | (38,643) | 152,401 | ||
| Income tax expense (benefit) | 27,053 | (8,794) | 18,259 | ||
| Income (loss) from continuing operations | $163,991 | $(29,849) | 134,142 | ||
| Net (loss) from discontinued operations, net of taxes | (23,707) | ||||
| Net income | 110,435 | ||||
| Net income attributable to noncontrolling interests | 4,076 | ||||
| Net income attributable to Southwest Gas Holdings, Inc. | $106,359 | ||||
| (1) Other segment items includes: Depreciation and amortization, Taxes other than income taxes, Net interest deductions, and Other income (deductions). | |||||
| Other segment disclosures | Nine Months Ended September 30, 2024 | ||||
| (Thousands of dollars) | Natural GasDistribution | Other | Total | ||
| Interest income | $27,649 | $— | $27,649 | ||
| Interest expense | $118,595 | $33,857 | $152,452 | ||
| Depreciation and amortization | $220,663 | $— | $220,663 | ||
| Capital expenditures | $643,720 | $— | $643,720 | ||
| As of December 31, 2024 | |||||
| Segment assets | $9,533,825 | $10,571 | $9,544,396 | ||
| SOUTHWEST GAS HOLDINGS, INC. | Form 10-Q |
|---|---|
| SOUTHWEST GAS CORPORATION | September 30, 2025 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.