Southwest Gas Holdings, Inc DEFA14A, filed Mar 2, 2022
Southwest Gas Holdings, Inc. (SWX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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SOUTHWEST GAS HOLDINGS, INC.
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On March 2, 2022, Southwest Gas Holdings, Inc. released an investor presentation: Unlocking Value by Separating Centuri 2021 Year End Earnings Conference Call March 2, 2022
Safe Harbor Statements Forward-Looking Statements Unless context otherwise requires, in this presentation, references to “we”, “us” and “our” are to Southwest Gas Holdings, Inc. (NYSE: SWX) (“Southwest Gas” or the “Company” or “SWX”) together with its consolidated subsidiaries, which include, among others, Southwest Gas Corporation (“SWGC” or “LDC”), Dominion Energy Questar Pipelines, LLC soon to be known as MountainWest Pipelines Holding Company (“MountainWest” or “MWP”), Centuri Group (“Centuri”) and Great Basin Gas Transmission Company (“Great Basin” or “GBGTC”). The following are subsidiaries of Centuri: NPL Construction Co. (“NPL”), NPL Canada Ltd. (“NPL Canada”), New England Utility Constructors, Inc. (“Neuco”), Linetec Services, LLC (“Linetec”), and Riggs Distler & Company, Inc. (“Riggs Distler”), Canyon Pipeline Construction, Inc. (“Canyon”), National Powerline LLC (“Powerline”) andW.S. Nicholls Construction Inc. (“WSN Construction”). This presentation includes “forward-looking statements” as defined by the Securities and Exchange Commission (“SEC”). We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this presentation that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. These include, without limitation, our 2022 expectations for our utility infrastructure services and natural gas operations segments, estimated natural gas operations capital expenditures, projected rate baseat December 31, 2026, our 2022 financial guidance and expected value drivers, as well as statements regarding the integration of our acquisition of MountainWest, our decision to separate Centuri from Southwest Gas Holdings, the strategic benefits of separation, the stand alone value propositions, energy transition expectations, financing plans, and otherinvestment opportunities. Forward-looking statements are based on assumptions which we believe are reasonable, based on current expectations and projections about future events and industry conditions and trends affecting our business. However, whether actual results and developments will conform to our expectations and predictions are subject to a number of risks and uncertainties that, among other things, could cause actual results to differ materially from those contained in the forward-looking statements, including without limitation, those discussed under the heading “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”and “Quantitative and Qualitative Disclosure about Market Risk” in the Company’s most recent Annual Report on Form10-K and in the Company’s and Southwest Gas Corporation’s current and periodic reports, including our Quarterly Reports on Form 10-Q, filed from time to time with the SEC, and other reports that we file with the SEC from time to time, and the following: The timing and amount of rate relief, changes in rate design, customer growth rates, the effects of regulation/deregulation, tax reform and related regulatory decisions, the impacts of construction activity at Centuri, whether we will separate Centuri within the anticipated timeframe and the impact to our results of operations and financial position from the separation, the potential for, and the impact of, a credit rating downgrade, the costs to integrate MountainWest, future earnings trends, inflation, sufficiency of labor markets and similar resources, seasonal patterns, the cost and management attention of ongoing litigation that the Company is currently engaged in, the costs and effect of stockholder activism, including the cost and effects of the pending tender offer and proxy contest brought by Carl Icahn and his affiliates, and the impacts of stock market volatility. In addition, the Company can provide no assurance that its discussions about future operating margin, operating income, COLI earnings, interest expense, and capital expenditures of the natural gas distribution segment will occur. Likewise, the Company can provide no assurance that discussions regarding utility infrastructure services segment revenues, EBITDA as a percentage of revenue, and interest expense will transpire, nor assurance regarding acquisitions or their impacts, including management’s plans or expectations related thereto, including with regard to Riggs Distler or MountainWest. New factors that could cause actual results to differ materially from those described in forward-looking statements emerge from time to time, and it is not possible for us to predict all such factors, or the extent to which any such factor or combination of factors may cause actual results to differ from those contained in any forward-looking statement. The statements in this presentation are made as of the date hereof, even if subsequently made available on our Web site or otherwise. We do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made. 2021 Year End Earnings Presentation 2 March 2, 2022
Safe Harbor Statements (Continued) How to Find FurtherInformation This presentation does not constitute a solicitation of any vote or approval in connection with the 2022 annual meeting of stockholders of Southwest Gas Holdings, Inc. (the “Company”) (the “Annual Meeting”). In connection with the Annual Meeting, the Company has filed a preliminary proxy statement and will file a definitive proxy statement with the U.S. Securities and Exchange Commission (“SEC”), which the Company will furnish, with any other relevant information or documents, to its stockholders in connection with the Annual Meeting. BEFORE MAKING ANY VOTING DECISION, WE URGE STOCKHOLDERS TO READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND WHITE PROXY CARD AND OTHER DOCUMENTS WHEN SUCH INFORMATION IS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE ANNUAL MEETING. The proposals for the Annual Meeting will be made solely through the definitive proxy statement. In addition, a copy of the definitive proxy statement (when it becomes available) may be obtained free of charge from www.swgasholdings.com/proxymaterials. Security holders also will be able to obtain, free of charge, copies of the proxy statement and any other documents filed by Company with the SEC in connection with the Annual Meeting at the SEC’s website at http://www.sec.gov, and at the Company’s website at www.swgasholdings.com. Important Information for Investors and Stockholders This presentation does not constitute an offer to buy or solicitation of an offer to sell any securities. In response to the tender offer for the shares of the Company commenced by IEPUtility Holdings LLC and Icahn Enterprises Holdings L.P., the Company has filed a solicitation/recommendation statement on Schedule 14D-9 with the SEC. INVESTORS AND STOCKHOLDERS OF SOUTHWEST GAS HOLDINGS ARE URGED TO READ THE SOLICITATION/RECOMMENDATION STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders may obtain a free copy of these documents free of charge at the SEC’s website at www.sec.gov, and at the Company’s website at www.swgasholdings.com. In addition, copies of these materials may be requested from the Company’s information agent, Innisfree M&A Incorporated, toll-free at (877) 825-8621. Participants in the Solicitation The directors and officers of the Company may be deemed to be participants in the solicitation of proxies in connection with the Annual Meeting. Information regarding the Company’s directors and officers and their respective interests in the Company by security holdings or otherwise is available in its most recent Annual Report on Form 10-K filed with the SEC and its most recent definitive Proxy Statement on Schedule 14A filed with the SEC. Additional information regarding the interests of such potential participants is or will be included in the proxy statement for the Annual Meeting and other relevant materials to be filed with the SEC, when they become available. 2021 Year End Earnings Presentation 3 March 2, 2022
Non-GAAP Measures Non-GAAP Measures. This presentation contains financial measures that have not been calculated in accordance with accounting principles generally accepted in the U.S. (“GAAP”). These non-GAAP measures include (i) adjusted consolidated earnings per diluted share, (ii) adjusted consolidated net income, (iii) utility infrastructure services segment adjusted net income, and (iv) corporate and administrative adjusted net loss. Management uses these non-GAAP measures internally to evaluate performance and in making financial and operational decisions. Management believes that its presentation of these measures provides investors greater transparency with respect to its results of operations and that these measures are useful for a period-to-period comparison of results. Management also believes that providing these non-GAAP financial measures helps investors evaluate the Company’s operating performance, profitability, and business trends in a way that is consistent with how management evaluates such performance. Adjusted consolidated net income for the three months and year ended Dec ember 31, 2021 includes adjustments to add back expenses related to the MountainWest acquisition and expenses related to the ongoing proxy contest and related stockholder litigation. Management believes that it is appropriate to adjust for expenses related to the MountainWest acquisition because they are one-time expenses that will not recur in future periods. Management believes it is appropriate to adjust for expenses related to the proxy contest and related stockholder litigation because these matters are unique and outside of the ordinary course of business for the Company. In addition, utility infrastructure adjusted net income and adjusted consolidated net income include adjustments related to one-time expenses related to the Riggs Distler acquisition. Management also uses the non-GAAP measure of operating margin related to its natural gas distribution operations. The Company recognizes operating revenues from the distribution and transportation of natural gas (and related services) to customers. Gas cost is a tracked cost, which is passed through to customers without markup under purchased gas adjustment (“PGA”) mechanisms, impacting revenues and net cost of gas sold on a dollar-for-dollar basis, thereby having no impact on the Company’s profitability. Therefore, management routinely uses operating margin, defined by management as gas operating revenues less the net cost of gas sold, in its analysis of Southwest’s financial performance. Operating margin also forms a basis for Southwest’s various regulatory decoupling mechanisms. Management believes supplying information regarding operating margin provides investors and other interested parties with useful and relevant information to analyze Southwest’s financial performance in a rate-regulated environment. We do not provide a reconciliation of forward-looking Non-GAAP Measures to the corresponding forward-looking GAAP measure due to our inability to project special charges and certain expenses. 2021 Year End Earnings Presentation 4 March 2, 2022
Participants PAUL DAILY JOHN HESTER KAREN HALLER GREG PETERSON JUSTIN BROWN BOYD NELSON PRESIDENT AND CEO PRESIDENT AND CEO SVP/CFO SVP/GENERAL COUNSEL VP/STRATEGY/INVESTOR RELATIONS EVP/CHIEF LEGAL/ADMIN OFFICER CENTURI SOUTHWEST GAS HOLDINGS SOUTHWEST GAS HOLDINGS SOUTHWEST GAS CORPORATION SOUTHWEST GAS HOLDINGS SOUTHWEST GAS HOLDINGS 2021 Year End Earnings Presentation 5 March 2, 2022
Agenda ▪ Unlocking Value through the Separation of Centuri: positions both SWX and Centuri to maximize stockholder value ▪ SWX Standalone Value Proposition: fully regulated natural gas business ▪ Centuri Standalone Value Proposition: world-class utility infrastructure services platform ▪ 2021 Financial Results and 2022 Guidance: delivering results guiding toward a business separation 2021 Year End Earnings Presentation 6 March 2, 2022
Unlocking Value through the Separation of Centuri
A Timeline of Successful Business Growth Toward Separation Over 25 years, SWX has developed Centuri into a utility infrastructure services leader with $2.5 billion in pro forma revenues (2021) 1996 2000 2012 2014/15 2017 2018 2019/20 2021 2022 Transformational Acquisition by Strategic Record Strategic Neuco Industry Record Transition to Acquisition Southwest Gas Alliances Growth Growth Acquisition Leadership Achievements Separation from Rev enue reaches Centuri is ranked #12 Company -w ide record With a 100-y ear v ision $500 million as a in ENR’s Top 600 safety performance for grow th and result of increased Specialty Contractors div ersification, Centuri Annual rev enue Strategic Alliances inv estment in Centuri ex pands its The addition of Riggs is established as a increases to $1.95 dev eloped w ith key regulatory -driv en geographical reach in Distler prov ides holding company and NPL becomes a w holly- billion. Net Income customers to meet the utility infrastructure the U.S. to include Centuri w ith a strong enters the Canadian $75 million (2020) ow ned subsidiary of changing needs to programs New England w ith the union electric platform market w ith Southw est Gas support capital spend acquisition of enabling new serv ice acquisition of Link- Corporation, follow ing Centuri grow s electric grow th w ith a New England Utility offerings to Line Group of completion of a T&D serv ices and consistent and Constructors, Inc. combination utility Companies $24 million acquisition ex pands geographic qualified w orkforce (Neuco) customers and reach into the U.S. ex pands geographic Gulf Coast region w ith reach in the Northeast the acquisition of and Mid-Atlantic Rev enue ex ceeds Linetec Serv ices, LLC $1 billion in first full y ear of combined Centuri adv isory board company (2015) formed (in millions) (1) $98 $163 $606 $1,009 $1,246 $1,522 $1,948 $2,466 Revenue (2) (3) $13 $21 $65 $110 $100 $142 $213 $252 Adj. EBITDA Notes: (1) Includes $307 million of revenue earned by Riggs Distler prior to acquisition (2) Pro forma including $38 million of adjusted EBITDA earned by Riggs Distler prior to acquisition (3) See appendix for EBITDA reconciliation 2021 Year End Earnings Presentation 8 March 2, 2022
Creating Two, Independent Growth Oriented Companies Fully Regulated Natural Gas Business Utility Infrastructure Services CEO: John Hester CEO: Paul Daily HQ: Las Vegas, NV HQ: Phoenix, AZ ▪ ~10,500 employees ▪ 2,550 employees ▪ Located in 45+ states/provinces in the U.S. ▪ SWGC 2,300 and Canada ▪ MWP 250 ▪ Multiservices platform ▪ 2.1 million utility customers (1) ▪ 2021 pro forma revenue: $2,466 million ▪ Over 2,000 miles of FERC-regulated pipelines ▪ 2021 revenue: $1,522 million Notes: (1) Includes $307 million of revenue earned by Riggs Distler prior to acquisition 2021 Year End Earnings Presentation 9 March 2, 2022
Separation to Unlock Value for Stockholders ▪ Unlock value for stockholders and enhance transparency through more direct comparability to Unlock Value pure-play industry peers Reduced Equity ▪ Flexibility to meaningfully reduce future equity financing needs, including with respect to Needs MountainWest ▪ Compelling financial profiles that more accurately reflect the strengths and opportunities of Attractive each business and, as a result, they will be able to more efficiently finance themselves while Financial Profile providing a more targeted investment opportunity for stockholders Capital and ▪ Improved capital allocation efficiency and strategic flexibility (including in view of consolidation Strategic Flexibility trends) based on the specific business initiatives and objectives of each business Growth ▪ Distinct and expanding market opportunities and specific customer bases with enhanced Opportunities potential for customer base expansion and growth 2021 Year End Earnings Presentation 10 March 2, 2022
SWX Standalone Value Proposition
SWX: Pure-play, Fully Regulated Natural Gas Business Two Complementary Fully Regulated Businesses Premier Gas Delivery Network in Western United States ▪ Founded in 1931 ▪ Headquartered in Las Vegas, Nevada ▪ Fully regulated natural gas distribution operations ▪ Serves more than 2 million customers in AZ, NV, and CA ▪ Largest gas utility in AZ and NV ROCKIES ▪ Fully decoupled rate design in all three states ▪ Added over 37,000 customers in 2021 ▪ Authorized rate base of $3.9 billion as of 12/31/2021 NEVADA ▪ FERC-regulated Great Basin Gas Transmission Company ▪ 900 miles of transmission pipeline assets ▪ 1 BCF capacity LNG storage facility CALIFORNIA ▪ Founded in 1928 as part of Questar Corporation predecessor SWGC service territory ▪ Headquartered in Salt Lake City, Utah Great Basin Gas Transmission ▪ 100% FERC-regulated ARIZONA Company ▪ Over 2,000 miles of interstate natural gas pipeline assets in UT, WY, and CO with over 8MMDth/d of transportation capacity MountainWest Pipeline ▪ 56 BCF of high-quality underground storage assets in UT MountainWest ▪ Over 90% of revenues firm contracted Overthrust Pipeline ▪ Over 70% of revenues backed by investment grade customers ▪ Average top 15 customer relationship length of nearly 50 years 2021 Year End Earnings Presentation 12 March 2, 2022
Positioned for Continued Value Creation Committed to ROE Performance Delivering Rate Base Growth Authorized Rate Base ▪ Rate base has nearly doubled ▪ ROE improvement at SWGC SWGC Earned ROE ($ in billions) in last 5 years $4.9 supported by optimized capital 7.8% plan and frequent rate case 7.5% ▪ Growth driven by: applications expected to 1) Capital investment continue 2) Constructive rate case $2.6 ▪ MWP provides accretive outcomes regulatory earnings 3) Supportive regulatory performance mechanisms 2017 2018 2019 2020 2021 4) MWP acquisition [1] 2020 2021 SWGC MWP Fully Regulated Business Mix and Attractive Business Profile Improved Rate Base Diversification 2021 ▪ Regulated returns across gas LDC, Great Basin, and MountainWest Pipelines 2020 (1) ▪ Increased exposure to 21% ▪ Regulatory diversification across three states and FERC 3% 7% attractive FERC ▪ High quality regulatory relationships 40% regulation ▪ Predictable cash flows including support from MountainWest $4.9 bn 9% 51% $3.8 bn ▪ Less relative exposure to ▪ Strong credit metrics and attractive financial profile 39% any individual ▪ Incremental investment opportunities across businesses, including in the energy jurisdiction transition 30% AZ NV CA FERC Note: (1) MWP rate base twelve months ended Sept. 2021. MountainWest Pipelines rate base understates true earnings power due to value associated with Rockies Express Pipeline lease 2021 Year End Earnings Presentation 13 March 2, 2022
Favorable Demand Dynamics in Our Diversified Geographic Footprint SWX’s Diverse Geographic Footprint Strong Regional Demand Dynamics Driving Consistent Growth Strong Regional Pop. Growth Strong Regional GDP Growth Southwest Gas Holdings has assembled a (’20 to ’21 national growth rankings) (YOY % change - trailing 5-year average) portfolio of gas delivery assets positioned to benefit from strong organic and 5% nd Utah: 2 4% 4% inorganic growth opportunities 4% 4% 3% 3% 3% 2% 2% th 1% 1% Arizona: 4 2019 2020 th Nevada: 9 AZ NV CO CA UT U.S. WY Sources: United States Census Bureau, Bureau of Economic Analysis SWGC Net Customer Additions Remain Strong (in thousands) NV UT CO 37 37 34 32 31 28 28 CA 26 26 17 AZ 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2021 Year End Earnings Presentation 14 March 2, 2022
Regulation – Rate Case Activity Positive rate case outcomes demonstrate constructive regulatory relationships Nevada Arizona Application Filed August 31, 2021 Application Filed December 3, 2021 ▪ $28.7M requested rate relief at Certification, including:▪ $90.7M rate relief ▪ 2-year recovery of $6.6M COVID regulatory asset ▪ $711M increase in rate base ▪ Contract revenues adjustment of $1.6M ▪ $514M investments as of end of test year ▪ Target equity ratio of 51% (actual 46.5%) ▪ $197M 12-month post test year investments ▪ Proposed ROE of 9.90% ▪ 9.90% ROE / 51% target equity ratio ▪ Proposed rate base of $1.7B ▪ Continuation of decoupling mechanism Settlement Filed February 7, 2022 ▪ Incorporation of Graham County Utilities ▪ $14.05M rate relief ▪ 3-Year recovery of $6.5M suppressed late fees ▪ $1.7B rate base ▪ Move2Zero Carbon Offset Program ▪ 9.40% ROE / 50% target equity ratio ▪ Staff/intervenor testimony July 2022 ▪ Continued/enhanced decoupling mechanism ▪ Company rebuttal testimony August 2022 ▪ Consideration of 4-Year recovery of $6.6M COVID ▪ Hearing late September/early October 2022 regulatory asset ▪ Final order anticipated March 2022 ▪ Rates effective April 1, 2022 2021 Year End Earnings Presentation 15 March 2, 2022
Regulation – Favorable Environment for Growth Safety/Reliability/Growth Programs (1) Authorized Rate Base (Billions) ▪ Capital Tracker Programs: ▪ Post Test Year Plant Adjustments $ 5.0 ▪ COYL programs ▪ Expansion Programs: 4.5 ▪ Pipe replacement programs ▪ Mesquite (NV) 4.0 ▪ Mobile home park ▪ Spring Creek (NV) 3.5 replacement program ▪ Graham County Utilities (AZ) 3.0 ▪ Meter protection program 2.5 ▪ Southern AZ LNG Facility 2.0 (2) 2017 2018 2019 2020 2021 Proposed Sustainability Initiative Programs (1) Constructive rate case outcomes combined with supportive regulatory mechanisms have supported rate base growth of ▪ RNG Purchase Authority Approval▪ Move2Zero Stipulation $1.6B, or 69%, between 2017 and 2021. (2) Pending outcome of 2021Nevada and Arizona rate cases. ▪ RNG Development 2021 Year End Earnings Presentation 16 March 2, 2022
Positioned for the Energy Transition We are steadfast in delivering on our responsibility to create a sustainable future for our customers and the communities we serve A Variety of Clean Energy Projects Strategic Focus Hydrogen NV Hydrogen blending and creation pilot with UNLV ▪ Operating a tight system by further reducing leaks Hydrogen blending pilot with ASU ▪ Proactively advancing sustainable energy projects RNG Victor Valley Wastewater Reclamation Authority ▪ Establishing regulatory frameworks Pima County Regional Wastewater Reclamation CA Milky Way Dairy | Butterfield Dairy | Paloma Dairy RTC of Southern NV ▪ Helping make RNG available to the market by connecting sources Other to end users and investing in infrastructure Northern NV methane emissions capture pilot program Central AZ methane emissions capture pilot program ▪ Developing unique partnerships to study and develop standards AZ NV Carbon Offset Program for hydrogen creation and blending ▪ Exploring opportunities for CO transportation and sequestration 2 WY Other Planned blowdown reductions ▪ Continuing to work with transportation partners to reduce GHG Pilot air compressor project Voluntary leak detection and repair (LDAR) emissions with CNG and RNG High bleed conversions UT ILI pigging ZEVAC/flaring ▪ Implementing emissions reductions technology as part of our Well workovers flaring CO operations procedures 2021 Year End Earnings Presentation 17 March 2, 2022
Benefits for SWX as a Fully Regulated Natural Gas Business ✓ Predictable, low-risk growth associated with utility earnings Stable Regulated ✓ Strong, consistent cash flow production by pipeline assets Earnings Profile ✓ Optimized capital plan ✓ Utility: Arizona, Nevada, and California Diverse Geographic Footprint ✓ Pipeline: Utah, Nevada, Wyoming, and Colorado ✓ Superior regional population growth trends Favorable Demand Dynamics ✓ Strong economic tailwinds ✓ Advancing operational excellence Focused on the Fundamentals ✓ Continued commitment to safety and reliability ✓ RNG and hydrogen opportunities Positioned for the ✓ Reducing transportation emissions Energy Transition ✓ Coal-to-gas conversions 2021 Year End Earnings Presentation 18 March 2, 2022
Centuri Standalone Value Proposition
Strategic Utility Infrastructure Services Leader High-Quality Utility Customer Base Service Territory ⚫ Centuri Corporate Headquarters ⚫ Canyon Pipeline Gas Electric Combination ⚫ Linetec Services ~10,500 ⚫ Neuco employees ⚫ NPL supporting North ⚫ NPL Canada American gas and ⚫ National Powerline ⚫ Riggs Distler electric utilities ⚫ WSN Construction GAS GROUP With the resources and capabilities to stand on its own, Centuri is a POWER GROUP diversified platform that enhances future growth avenues while reducing risk CANADA GROUP 2021 Year End Earnings Presentation 20 March 2, 2022
Proven Performance Track Record ($ in millions) (2) Revenues Adjusted EBITDA Riggs Distler Pro Forma Riggs Distler Pro Forma $3,000 $300 $2,500 $250 $38 $307 (4) (4) CAGR 15.2% CAGR 14.1% $2,000 $200 $1,500 $150 $2,159 $213 $214 $1,000 $100 $1,948 $1,751 $176 $1,522 $142 $1,246 $1,139 $115 $110 $500 $1,009 $50 $100 $97 $78 $740 $651 $65 $606 $0 $0 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 (1) 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 (3) (1) Includes $307 million of revenues recorded by Riggs Distler prior to the acquisition (2) Adjusted EBITDA excludes transaction related costs and non-cash stock compensation expense (3) Includes $38 million of adjusted EBITDA earned by Riggs Distler prior to acquisition; see appendix for EBITDA reconciliation (4) Compound annual growth rate from 2012 to 2021 including Riggs Distler after the acquisition 2021 Year End Earnings Presentation 21 March 2, 2022
Long-Term Utility Customer Contracts Bolster Cash Flow Quality and Growth Potential (1) Diverse Infrastructure Service Offerings Gross Profit by Segment Revenues by Geography Revenues by Segment IL 15% 11% 16% All Other MA 29% 6% 30% AZ 24% 59% 60% 6% TX Canada 5% 13% CA 5% MD PA LA OK 5% IN 3% 5% 4% 4% Gas Infra Ins Ele tr cuc tritcur Ins etruc Ottur he er Instructure (1) Attractive and Low Risk Contract Mix Contract Pricing Type Contract Structure Type 100% 100% Fixed Price 12% Bid Contract 23% 75% 75% Master Services Unit Price 64% 50% 50% Agreement 77% 25% 25% Time and Materials 24% 0% 0% 12 Months Ended December 2021 12 Months Ended December 2021 (1) Revenues by segment, gross profit by segment, revenues by geography, contract pricing type and contract structure type re present percent of 2021 revenues 2021 Year End Earnings Presentation 22 March 2, 2022 RISK
Strong Tailwinds Across Related Infrastructure End Markets Support Long-Term Growth Electric Utility Distribution Gas Utility Distribution (2) Aging Gas Aging Electric Growing CapEx Spend 5% 2% 9% 15% 13% 16% 21% 19% (1) (3) Infrastructure Infrastructure North American Distribution Capex Distribution infrastructure age Gas Distribution relative to useful lifespan Pre-1940s 1940s 1950s 1960s Pipelines Constructed $70 Nearly 45% of gas distribution (By decade) $60 infrastructure is near or at the end of its 1970s 1980s 1990s 2000s useful life of 40 years $50 41% $40 Distribution $30 55% Infrastructure $30 Construction Spend $20 $20 2 on Distribution $10 $10 Strong growth for new 4% $0 and replacement Near end of useful life $0 At end of useful life Within useful life 2015A 2016A 2017A 2018A 2019A 2020A 2021E 2022E 2023E 2024E 5G Datacom Energy Transition (3) (2) Accelerating U.S. Capacity and Investment Global Small Cell New Deployments by Environment (Units in gigawatts; $ in billions) (Units in millions) 37 GW Enterprise Operating Offshore Wind Capacity 10.3 Urban 8.9 Residential and Rural Total Capital Investment 25 GW 7.8 166 7.2 6.7 6.3 5.5 108 3.9 2.7 4 GW 2 GW 17 2 2017A 2018A 2019A 2020A 2021E 2022E 2023E 2024E 2025E 2017 2018 2019 2020 2021P 2022P 2023P 2024P 2025P 2020A 2020 2 2025E 025P 2030E 2030P 2 2035E 035P (1) (2) (3) Department of Energy; The C Three Group, LLC; American Gas Association 2021 Year End Earnings Presentation 23 March 2, 2022 ($ Billions) ($ Billions)
Centuri is Well-Positioned with Experienced Leadership and High-Quality Business Model ✓ Utility focused infrastructure services company with high-quality businesses located Strategic Focus throughout North America Positioned for ✓ Strong tailwinds across utility end markets support long-term growth Continued Growth ✓ Expansion into new high growth markets such as 5G, electrification, and renewables ✓ With Riggs Distler, Centuri now has a full service offering to customers across the utility and Comprehensive Utility infrastructure landscape Business Model ✓ Comprehensive capabilities cover the entire utility value chain ✓ Long-tenured blue-chip utility customer base High-Quality MSAs ✓ Highly recurring revenue underpinned by long-term MSAs and low-risk contracts ✓ Commitment to optimal capital structure Capital Structure ✓ Fully prepayable capital structure provides flexibility ✓ Strong and highly engaged management team averaging 20 or more years of experience in Experienced the utility infrastructure services market Leadership Team 2021 Year End Earnings Presentation 24 March 2, 2022
2021 Financial Results and 2022 Guidance
Summary of Operating Results Results of Consolidated Operations Year months ended December 31, 2021 2020 (in millions, except per share items) Natural gas operations income $ 187.1 $ 159.1 Utility infrastructure services income 40.4 74.9 Corporate and administrative (26.8) (1.7) Net income $ 200.8 $ 232.3 (1) Adjustments 46.0 - Adjusted net income $ 246.8 $ 232.3 Basic earnings per share $ 3.39 $ 4.15 Diluted earnings per share $ 3.39 $ 4.14 Basic adjusted earnings per share $ 4.17 $ 4.15 Diluted adjusted earnings per share $ 4.17 $ 4.14 Weighted average common shares 59.145 55.998 Weighted average diluted shares 59.259 56.076 Notes: (1) Net of tax adjustments: $21.5 Riggs acquisition related costs and partial year net loss, $17.3 MWP acquisition and related costs, $3.4 activism response costs, $3.8 legal accrual 2021 Year End Earnings Presentation 26 March 2, 2022
Company Guidance OUTLOOK FOR 2022 2022 Revenue: 2022 Capex: 2022 Revenue: MountainWest Pipelines (5) Term Loan Refinancing : $2.65 - $2.80 billion $650 - $700 million $240 - $245 million $1.6 billion term loan to (2) 2022 Normalized 2022 Net Income : 2022 Normalized be refinanced (1) (4) EBITDA Margin : $200 - $210 million EBITDA Margin : 11% - 12% 68% - 72% (3) 5-year Rate Base CAGR : Dividend Payout Ratio MWP Accretion: 7% Pre-separation: Acquisition accretive to 55% - 65% of earnings SWX EPS exclusive of non- Post-separation: comparable recurring integration costs with pure-play utilities (1) Normalized EBITDA margin excludes (2) Inclusive of $3-$5mm COLI earnings (4) Normalized EBITDA margin excludes (5) Overall equity financing plan subject to non-recurring costs associated with the (3) CAGR 2022-26 non-recurring costs associated with MWP reduction based on ongoing discussions separation integration with rating agencies around improvement in SWX and SWG business risk profiles 2021 Year End Earnings Presentation 27 March 2, 2022
Strategic Separation to Create Two Great Companies Positioned for Excellence Continuing Strong Growth and Value Proposition for Stockholders ✓ Separation of Centuri unlocks value and positions Southwest Gas and Centuri to optimize stockholder value ✓ Compelling financial profiles, more accurately reflecting strengths and investment opportunities ✓ Provides strategic flexibility, capital efficiency, and reduced complexity SWX – a Fully Regulated Natural Gas Leader ✓ Significant population growth and strong demand across service territories, including recently acquired MountainWestpipelines ✓ Positioned to offer strong, consistent risk-adjusted total returns, including a competitive dividend ✓ Improved capital allocation opportunities and strategic flexibility to lead energy transition Centuri – a Strategic Utility Infrastructure Services Company ✓ Attractive blue-chip customer base with significant growth opportunities in infrastructure modernization and energy transition ✓ Positioned for growth in 5G datacom buildout, offshore wind, and other renewable energy transition programs ✓ Highly recurring revenue and growing cash flow 2021 Year End Earnings Presentation 28 March 2, 2022
Appendix
Authorized Rate Base And Rates Of Return NATURAL GAS OPERATIONS SOUTHWEST GAS CORPORATION GAS OPERATIONS SEGMENT Authorized % of Authorized Authorized Rate Base Total Rate of Authorized Common Rate Jurisdiction (In thousands) Rate Base Return ROE Equity Ratio (1) Arizona $ 1,930,612 48.49 % 7.03 % 9.10 % 51.10 % (2) Southern Nevada 1,325,236 33.28 6.52 9.25 49.26 (2) Northern Nevada 154,966 3.89 6.75 9.25 49.26 (3) Southern California 285,691 7.17 7.11 10.00 52.00 (3) Northern California 92,983 2.34 7.44 10.00 52.00 (3) South Lake Tahoe 56,818 1.43 7.44 10.00 52.00 (4) Great Basin Gas Transmission Company 135,460 3.40 8.30 11.80 51.75 Total $ 3,981,766 100.00 % Weighted average authorized Return on Common Equity (ROE) 9.35 % (1) Rates effective January 1, 2021 (2) Rates effective October 7, 2020 (3) Rates effective April 1, 2021 (4) Rates effective December 1, 2019 2021 Year End Earnings Presentation March 2, 2022 30
Diversified And Growing Customer Base NATURAL GAS OPERATIONS Year Ended December 31, 2021 Customer & Operating Margin Distribution 4% By State 11% ▪ Decoupled rate structure in all three Other Sales Transportation states Margin Customers Customers Customers ▪ Residential and small commercial customers represent over 99% of the 12% 10% total customer base ▪ 85% of margin (residential and small 53% 54% 34% 37% commercial) under decoupled rate 85% structure Residential and Small Commercial ▪ 37,000 first-time meter sets Arizona Nevada California ▪ Continued growing customer base 2021 Year End Earnings Presentation March 2, 2022 31
Rate Base Growth Total Increase Decrease $ 9 Rate base amounts reflect estimated total investment in 8 $1.5 facilities necessary to provide $1.5 7 $3.4 utility service. This is different $0.12 6 than our authorized rate base, which is the rate base investment 5 that has been approved by our 4 regulatory bodies and that is $6.9 3 reflected in rates. $4.9 2 Projecting 7% Compound Annual 1 Growth Rate (CAGR) in rate base - (2022-2026). Dec-21 Rate Net CapEx Depreciation, Deferred Dec-26 Rate Base Amortization Taxes Base 2021 Year End Earnings Presentation March 2, 2022 32 Billions of Dollars
Summary Operating Results UTILITY INFRASTRUCTURE SERVICES (IN THOUSANDS) Twelve Months Ended December 31, 2021 2020 Revenues $ 2,158,661 $ 1,948,288 (1) Cost of sales 1,950,893 1,734,433 Gross profit 207,768 213,855 (2) General and administrative expenses 104,901 80,939 Amortization of intangible assets 17,316 10,789 Operating income 85,551 122,127 Other income (deductions) 1,067 (207) Net interest deductions 20,999 9,269 Income before income taxes 65,619 112,651 Income tax expense 18,776 31,128 Net income 46,843 81,523 Net income attributable to noncontrolling interests 6,423 6,661 Contribution to consolidated net income attributable to Centuri $ 40,420 $ 74,862 (3) Adjusted contribution to consolidated net income attributable to Centuri $ 51,878 $ 74,862 (1) Included in cost of sales during the twelve months ended December 31, 2021 and 2020 is depreciation expense of $95,952 and $8 2,894, respectively (2) Included in general and administrative expenses during the twelve months ended December 31, 2021 and 2020 is depreciation exp ense of $4,375 and $3,049, respectively (3) Excludes the impact of the write-off of deferred financing fees and debt modification costs and acquisition costs, net of income tax expense 2021 Year End Earnings Presentation March 2, 2022 33
Top 20 Customers Total Centuri Revenue >87% From Regulated Utilities UTILITY INFRASTRUCTURE SERVICES (1) Trailing Twelve Months Ended December 31, 2021 2021 Year End Earnings Presentation March 2, 2022 34
Centuri Leadership PAUL M. DAILY KEVIN L. NEILL President and Chief Executive Officer Executive Vice President, Paul is the President and Chief Executive Officer for Centuri Group, Chief Financial Officer and Treasurer Inc. He is responsible for the management, strategy, profitable growth, and operation of Centuri and its subsidiaries throughout the U.S. and Kevin is the Executive Vice President, Chief Financial Officer and Canada. In his position, Paul is focused on collaborating with Treasurer for Centuri Group, Inc. He is responsible for financial planning leadership and the Southwest Gas Holdings, Inc. Board of Directors to and reporting, as well as ensuring the company has adequate capital for establish, develop, and implementCenturi’s mission, vision, strategy, existing and future business growth. and objectives. In his position, Kevin manages the corporate finance and accounting departments responsible for Through collaboration with executive leadership and management to implement strategic financial reporting, tax compliance, budgeting and forecasting, treasury, and internal controls. He is objectives and operating plans, Paul continues to build a solid operational and support platform also actively engaged in M&A with evaluation of target companies, due diligence, transaction to achieve continuing growth through organic and M&A initiatives. financing, and integration. Paul was named President and Chief Executive Officer of Centuri by Southwest Gas Corporation in April 2016. He has more than 35 years of experience, both domestic and international, in Kevin joined Centuri in 2012 as Senior Vice President, Chief Financial Officer and Treasurer for senior leadership of infrastructure engineering and construction companies, much of which has NPL Construction Co. He was promoted to Senior Vice President, Chief Financial Officer and been focused on the natural gas and electric power industries. Most recently, he founded Paul Treasurer of Centuri in 2014 and then Executive Vice President, Chief Financial Officer and M. Daily & Associates in 2014 serving as an advisor to senior executives and to private equity Treasurer in 2017. Prior to Centuri, Kevin was CFO for JDM Partners, LLC, a real estate investors and Boards of Directors in long-term planning and assessment of growth and investment holding company. There he was responsible for investor relations and reporting, due diversification opportunities. Prior to that, Paul was co-founder, Director, and CEO of diligence, and pro forma modeling of acquisitions, cash flow forecasting, P&L budgeting, tax, Infrastructure and Energy Alternatives, LLC, a group of operating companies providing insurance, and supervision of the finance and accounting teams. Before that, Kevin served Brown infrastructure design and construction services to North American energy clients while also Family Communities as CFO. His financial leadership experience also includes the positions of serving as a Director on the Board of Remedial Construction Services, L.P. He also held the Vice President of Finance for the Active Adults Division of Shea Homes, Director of Finance and positions of CEO for InfraSource Underground Services and Executive Vice President for Accounting for Catalytica Energy Systems, Inc., Controller and Chief Financial Officer of Royal Quanta’s Natural Gas & Pipeline Division, andSenior Vice President of Construction and Project Precision, Inc., and Assistant Controller for SunCor Development Company. Kevin started his Delivery for Earth Tech, Inc. career as a financial auditor with Arthur Andersen. Paul graduated from the United States Military Academy at West Point with a Bachelor of Kevin received abachelor’s degree in accounting from the University of Iowa and is a Certified Science degree in mechanical engineering and an area of concentration in international Public Accountant in the State of Arizona. economics. He spent the first nine years of his career with the United States Army as a commissioned officer, managing petroleum and water logistics for the U.S. Department of Defense. 2021 Year End Earnings Presentation March 2, 2022 35
Net Debt Summary (in millions as of 12/31/2021) Consolidated Total debt $ 1,247 $ 2,966 $ 450 $ 1,659 $ 6,322 Less: cash (115) (38) (18) (52) (223) Net debt $ 1,132 $ 2,928 $ 432 $ 1,607 $ 6,099 2021 Year End Earnings Presentation 36 March 2, 2022
Credit Ratings Southwest Gas Holdings, Inc. Moody's S&P Fitch Issuer Rating Baa2 BBB- BBB+ Outlook Stable Negative Rating Watch Negative Southwest Gas Corporation Moody's S&P Fitch Senior Unsecured Baa1 BBB A Outlook Stable Negative Negative Dominion Energy Questar Pipeline, LLC Centuri Group, Inc. Moody's S&P Moody's S&P Senior Unsecured Baa2 BBB- Senior Unsecured Ba2 BB- Outlook Stable Negative Outlook Stable Stable 2021 Year End Earnings Presentation 37 March 2, 2022
Non-GAAP Measure (IN THOUSANDS) Non-GAAP Measure Operating Margin – Southwest recognizes operating revenues from the distribution and transportation of natural gas (and related services) to customers. Gas cost is a tracked cost, which is passed through to customers without markup under purchased gas adjustment (“PGA”) mechanisms, impacting revenues and net cost of gas sold on a dollar-for-dollar basis, thereby having no impact on Southwest’s profitability. Therefore, management routinely uses operating margin, defined as operating revenues less the net cost of gas sold, in its analysis of Southwest’s financial performance. Operating margin also forms a basis for Southwest’s various regulatory decoupling mechanisms. Operating margin is not, however, specifically defined in accounting principles generally accepted in the United States (“U.S. GAAP”) and is considered a non-GAAP measure. Management believes supplying information regarding operating margin provides investors and other interested parties with useful and relevant information to analyze Southwest’s financial performance in a rate-regulated environment. Reconciliation of Gross Margin to Operating Margin (Non-GAAP measure) Year ended December 31, 2021 2020 Natural Gas Operations Utility gross margin $ 570,325 $ 528,730 Plus: Operations and maintenance (excluding Admin. & General) expense 2 67,160 243,723 Depreciation and amortization expense 2 53,398 2 35,295 Operating margin $ 1,090,883 $ 1,007,748 2021 Year End Earnings Presentation March 2, 2022 38
Non-GAAP Measure UTILITY INFRASTRUCTURE SERVICES (IN MILLIONS) Non-GAAP Measure EBITDA - The following table presents the non-GAAP financial measures of EBITDA and Adjusted EBITDA for the twelve-month periods ended December 31, 1996 - 2021, which, when used in connection with net income attributable to Centuri, is intended to provide useful information to investors and analysts as they evaluateCenturi’s performance. EBITDA is defined as earnings before interest, taxes, depreciation and amortization, and Adjusted EBITDA is defined as EBITDA adjusted for certain other items as described below. These measures should not be considered as an alternative to net income attributable to Centuri or other measures of performance that are derived in accordance with GAAP. Management believes that the exclusion of these items from net income attributable to Centuri provides an effective evaluation of Centuri's operations period over period and identifies operating trends that might not be apparent when including the excluded items. As to certain of the items below, (i) the nonrecurring write-off of deferred financing fees relates toCenturi’s amended and restated credit facility, (ii) acquisition costs vary from period to period depending on the level ofCenturi’s acquisition activity, and (iii) non-cash share-based compensation varies from period to period due to amounts granted in a given year. Because EBITDA and Adjusted EBITDA, as defined, exclude some, but not all, items that affect net income attributable to Centuri, such measures may not be comparable to similarly titled measures of other companies. The most comparable GAAPfinancial measure, net income attributable to Centuri, andinformation reconcilingthe GAAP and non-GAAPfinancial measures, are includedbelow. For The Years Ended December 31, 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 Reconciliation of Net Income to EBITDA and Adjusted EBITDA (Non-GAAP measures) Contribution to consolidated net income attributable to Centuri $ 3.2 $ 0.6 $ 2.7 $ 3.8 $ 4.4 $ 4.5 $ 4.7 $ 4.3 $ 8.4 $ 10.2 $ 12.4 $ 10.8 $ 7.2 Net interest deductions 0.9 1.5 1.1 1.6 1.8 2.0 1.5 0.9 0.6 1.0 1.7 2.0 1.8 Income tax expense 2.6 0.6 2.4 3.1 3.4 3.5 2.9 3.0 5.5 6.8 8.3 6.9 5.2 Depreciation and amortization 6.6 10.1 8.6 10.3 12.0 14.0 15.0 15.6 15.5 18.3 22.3 25.4 27.4 EBITDA 13.3 12.9 14.8 18.8 21.5 24.0 24.2 23.8 30.1 36.3 44.6 45.1 41.7 Write-off of deferred financing fees - - - - - - - - - - - - - Acquisition costs - - - - - - - - - - - - - Non-cash share-based compensation - - - - - - - - - - - - - Adjusted EBITDA $ 13.3 $ 12.9 $ 14.8 $ 18.8 $ 21.5 $ 24.0 $ 24.2 $ 23.8 $ 30.1 $ 36.3 $ 44.6 $ 45.1 $ 41.7 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Reconciliation of Net Income to EBITDA and Adjusted EBITDA (Non-GAAP measures) Contribution to consolidated net income attributable to Centuri $ 8.1 $ 12.5 $ 20.9 $ 16.7 $ 21.2 $ 24.3 $ 26.7 $ 32.6 $ 38.4 $ 45.0 $ 52.4 $ 74.9 $ 40.4 Net interest deductions 1.2 0.6 0.8 1.1 1.1 3.8 7.8 6.7 8.0 14.2 14.1 9.3 21.0 Income tax expense 4.5 7.9 13.7 10.3 12.6 14.8 18.5 19.9 2.4 18.4 21.4 31.1 18.8 Depreciation and amortization 23.2 20.0 25.2 37.4 43.0 48.9 56.7 55.7 49.0 57.4 87.6 96.7 117.6 EBITDA 36.9 40.9 60.6 65.5 77.8 91.7 109.7 114.8 97.8 135.0 175.5 212.0 197.8 Write-off of deferred financing fees - - - - - - - - - - - - 0.7 Acquisition costs - - - - - 5.1 - - 2.6 6.9 - - 14.0 Non-cash share-based compensation - - - - - - - - - - 0.1 0.8 1.7 Adjusted EBITDA $ 36.9 $ 40.9 $ 60.6 $ 65.5 $ 77.8 $ 96.8 $ 109.7 $ 114.8 $ 100.4 $ 141.9 $ 175.6 $ 212.8 $ 214.2 2021 Year End Earnings Presentation March 2, 2022 39
Non-GAAP Measure UTILITY INFRASTRUCTURE SERVICES (IN THOUSANDS) Adjusted Net Income Attributable to Centuri - The following table presents the non-GAAP financial measure of Adjusted Net Income Attributable to Centuri for the twelve-month periods ended December 31, 2020 - 2021, which, when used in connection with net income attributable to Centuri, is intended to provide useful information to investors and analysts as they evaluateCenturi’s performance. Management believes that the exclusion of certain items from net income attributable to Centuri enables it to more effectively evaluateCenturi’s operations period over period and better identify operating trends that may not otherwise be apparent. As to certain of the items below, (i) the write-off of deferred financing fees and debt modification costs relate toCenturi’s amended and restated credit facility, (ii) acquisition costs vary from period to period depending on the level ofCenturi’s acquisition activity, (iii) the nonrecurring impact of the Tax Cuts and Jobs Act of 2017, (iv) non-cash share-based compensation varies from period to period due to amounts granted in a given year, (v) amortization of intangible assets vary from period to period depending on the level ofCenturi’s acquisition activity, and (vi) the income tax impact of adjustments that are subject to tax is determined using the incremental statutory tax rates of the jurisdictions to which each adjustment relates for the respective periods. Because Adjusted Net Income Attributable to Centuri, as defined, excludes some, but not all, items that affect net income attributable to Centuri, such measure may not be comparable to similarly titled measures of other companies. The most comparable GAAP financial measure, net income attributable to Centuri, and information reconciling the GAAP and non-GAAP financial measures, are included below. Year Ended December 31, 2020 2021 Reconciliation of Adjusted Net Income attributable to Centuri Contribution to consolidated net income attributable to Centuri $ 74,862 $ 40,420 Adjustments: Write-off of deferred financing fees - 1,128 Acquisition costs - 13,978 Impact of the Tax Cut and Job Act of 2017 - - Income tax impact of adjustments - (3,648) 74,862 51,878 Adjusted net income attributable to Centuri before certain non-cash adjustments Non-cash share-based compensation 777 1,732 Amortization of intangible assets 10,789 17,316 Income tax impact of non-cash adjustments (2,845) (4,600) Adjusted net income attributable Centuri $ 83,583 $ 66,326 2021 Year End Earnings Presentation March 2, 2022 40