UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-3A-2
STATEMENT CLAIMING EXEMPTION UNDER RULE U-3A-2 FROM
THE PROVISIONS OF THE PUBLIC UTILITY HOLDING COMPANY ACT
OF 1935
SOUTHWEST GAS CORPORATION
(Exact name of registrant as specified in its charter)
California 88-0085720
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Idenification No.)
5241 Spring Mountain Road
Post Office Box 98510
Las Vegas, Nevada
(Address of principal executive offices)
Robert M. Johnson
Assistant General Counsel
Southwest Gas Corporation
5241 Spring Mountain Road
P.O. Box 98510
Las Vegas, NV 89193-8510
(name and address of agent for service)
The Commission is requested to send copies of all notices,
orders and communications in connection with this Form U-
3A-2 to:
Margaret A. Moore
Van Ness Feldman, P.C.
Seventh Floor
1050 Thomas Jefferson Street, N.W.
Washington, D.C. 20007
STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION
UNDER RULE U-3A-2 FROM THE PROVISIONS OF
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
SOUTHWEST GAS CORPORATION
hereby files with the Securities and Exchange Commission
pursuant to Rule 2, its statement claiming exemption as a
holding company from the provisions of the Public Utility
Holding Company Act of 1935, as amended (Act), and submits
the following information.
1. NAME, STATE OF ORGANIZATION, LOCATION AND NATURE OF
BUSINESS OF CLAIMANT AND EVERY SUBSIDIARY THEREOF,
OTHER THAN ANY EXEMPT WHOLESALE GENERATOR (EWG) OR
FOREIGN UTILITY COMPANY IN WHICH CLAIMANT DIRECTLY
OR INDIRECTLY HOLDS AN INTEREST.
CLAIMANT
Southwest Gas Corporation (Southwest) is
incorporated under the laws of the State of California and
has its principal place of business at 5241 Spring
Mountain Road, P.O. Box 98510, Las Vegas, NV 89193-8510.
Southwest is directly engaged in the business of
purchasing, transporting, and distributing natural gas to
1,531,000 residential, commercial, and industrial
customers in portions of Arizona, Nevada and California.
Southwest's operations are overseen by the Arizona
Corporation Commission (ACC), the Public Utilities
Commission of Nevada (PUCN), and the California Public
Utilities Commission (CPUC). These commissions regulate
Southwest's rates, practices, facilities, and service
territories in Arizona, Nevada, and California. The CPUC
also regulates the issuance of all securities by
Southwest, with the exception of short-term borrowings.
Certain accounting practices, transmission facilities, and
rates are subject to regulation by the Federal Energy
Regulatory Commission (FERC).
NONUTILITY SUBSIDIARIES
Paiute Pipeline Company (Paiute), a wholly-owned
subsidiary of Southwest, is a corporation incorporated
under the laws of the State of Nevada and has its
principal place of business at 5241 Spring Mountain Road,
P.O. Box 98510, Las Vegas, NV 89193-8510. Paiute operates
an interstate gas transmission system and liquified
natural gas storage facilities in northern Nevada.
Southwest Gas Transmission Company ("SGTC"), a
partnership made up of Southwest and a wholly-owned
subsidiary, Utility Financial Corporation, and has its
principal place of business at 5241 Spring Mountain Road,
P.O. Box 98510, Las Vegas, NV 89193-8510. SGTC operates
an interstate gas transmission system in southern Nevada.
Northern Pipeline Construction Co. (Northern), a
wholly-owned subsidiary of Southwest, is a corporation
incorporated under the laws of the State of Nevada and has
its principal place of business at 5241 Spring Mountain
Road, P.O. Box 98510, Las Vegas, NV 89193-8510. Northern
is a full-service underground piping contractor, which
provides utility companies with trenching and
installation, replacement, and maintenance services for
energy distribution systems.
UTILITY SUBSIDIARY
Black Mountain Gas Company (Black Mountain) is a
wholly-owned subsidiary of Southwest. Black Mountain is
incorporated under the laws of the State of Minnesota,
having its principal place of business at 6021 East Cave
Creek Road, Cave Creek, AZ 85331. Black Mountain is now a
propane utility serving retail gas customers in northern
Arizona.
Black Mountain's utility operation, which is
regulated by the ACC, is located in Page, Arizona. The
Page operations includes an ACC regulated propane vapor
distribution system in Page, Arizona, which serves
approximately 1,340 residential and small commercial
customers, and a non-regulated bulk propane sales
operation that serves approximately 650 customers in and
around Page, Arizona.
2. A BRIEF DESCRIPTION OF THE PROPERTIES OF CLAIMANT
AND EACH OF ITS SUBSIDIARY PUBLIC UTILITY COMPANIES
USED FOR THE GENERATION, TRANSMISSION, AND
DISTRIBUTION OF ELECTRIC ENERGY FOR SALE, OR FOR THE
PRODUCTION, TRANSMISSION, AND DISTRIBUTION OF
NATURAL OR MANUFACTURED GAS, INDICATING THE LOCATION
OF PRINCIPAL GENERATING PLANTS, TRANSMISSION LINES,
PRODUCING FIELDS, GAS MANUFACTURING PLANTS, AND
ELECTRIC AND GAS DISTRIBUTION FACILITIES, INCLUDING
ALL SUCH PROPERTIES WHICH ARE OUTSIDE THE STATE IN
WHICH CLAIMANT AND ITS SUBSIDIARIES ARE ORGANIZED
AND ALL TRANSMISSION OR PIPELINES WHICH DELIVER OR
RECEIVE ELECTRIC ENERGY OR GAS AT THE BORDERS OF
SUCH STATE.
Southwest's properties consist primarily of
transmission and distribution mains, compressor stations,
peak shaving/storage plants, service lines, meters, and
regulators which comprise the pipeline systems and
facilities located in and around the communities served.
These communities include most of central and southern
Arizona, including the Phoenix and Tucson metropolitan
areas, northern Nevada and the Las Vegas metropolitan
area, and the Lake Tahoe area and the high desert and
mountain areas in San Bernardino County, California.
Southwest also includes other properties such as land,
buildings, furnishings, work equipment, vehicles and
software systems in plant investment. The northern Nevada
and northern California properties of Southwest are
referred to as the northern system; the Arizona, southern
Nevada, and southern California properties are referred to
as the southern system. Several properties are leased by
Southwest, including a LNG storage plant on its northern
Nevada system, a portion of the corporate headquarters
office complex located in Las Vegas, Nevada, and the
administrative offices in Phoenix, Arizona. Total gas
plant, exclusive of leased property, at December 31, 2003
was approximately $3.1 billion, including construction
work in progress.
Southwest operates two primary pipeline transmission
systems: (i) the system owned by Paiute, Southwest's
nonutility subsidiary, extending from the Idaho-Nevada
border to the Reno, Sparks, and Carson City areas and
communities in the Lake Tahoe area in both California and
Nevada and other communities in northern Nevada; and (ii)
a system extending from the Colorado River at the southern
tip of Nevada to the Las Vegas distribution area.
As discussed above, Black Mountain owns a propane
vapor distribution system located in Page, Arizona, and
properties related to its bulk propane sales. Black
Mountain holds other properties appurtenant to its propane
operations.
3. THE FOLLOWING INFORMATION FOR THE LAST CALENDAR YEAR
WITH RESPECT TO CLAIMANT AND EACH OF ITS SUBSIDIARY
PUBLIC UTILITY COMPANIES:
a. NUMBER OF KWH OF ELECTRIC ENERGY SOLD (AT
RETAIL OR WHOLESALE) AND MCF OF NATURAL OR
MANUFACTURED GAS DISTRIBUTED AT RETAIL.
Southwest sold 108,690,917 Mcf of natural gas at
retail and transported 128,671,877 Mcf of natural gas.
Black Mountain sold 113,954 Mcf of propane gas at
retail.
b. NUMBER OF KWH OF ELECTRIC ENERGY AND MCF OF
NATURAL OR MANUFACTURED GAS DISTRIBUTED AT
RETAIL OUTSIDE THE STATE IN WHICH EACH SUCH
COMPANY IS ORGANIZED.
Southwest sold 102,046,326 Mcf of natural gas
outside of the State in which it is organized, and
transported 125,494,016 Mcf of natural gas outside of the
State in which it is organized.
Black Mountain sold 113,954 Mcf of propane gas
outside of the State in which it is organized.
c. NUMBER OF KWH OF ELECTRIC ENERGY AND MCF OF
NATURAL OR MANUFACTURED GAS SOLD AT WHOLESALE
OUTSIDE THE STATE IN WHICH EACH SUCH COMPANY
IS ORGANIZED, OR AT THE STATE LINE.
Southwest sold 60,712 Mcf of natural gas at
wholesale outside the State in which it is organized.
Black Mountain sold no propane gas at wholesale.
d. NUMBER OF KWH OF ELECTRIC ENERGY AND MCF OF
NATURAL OR MANUFACTURED GAS PURCHASED OUTSIDE
THE STATE IN WHICH EACH SUCH COMPANY IS
ORGANIZED OR AT THE STATE LINE.
Southwest purchased 104,966,955 Mcf of natural gas
outside the State in which it is organized, or at the
State line.
Black Mountain purchased 113,954 Mcf of propane gas
outside the State in which it is organized.
4. THE FOLLOWING INFORMATION FOR THE REPORTING PERIOD
WITH RESPECT TO CLAIMANT AND EACH INTEREST IT HOLDS
DIRECTLY OR INDIRECTLY IN AN EWG OR A FOREIGN
UTILITY COMPANY, STATING MONETARY AMOUNTS IN UNITED
STATES DOLLARS.
a. NAME, LOCATION, BUSINESS ADDRESS AND
DESCRIPTION OF THE FACILITIES USED BY THE EWG
OR FOREIGN UTILITY COMPANY FOR THE GENERATION,
TRANSMISSION, AND DISTRIBUTION OF ELECTRIC
ENERGY FOR SALE OR FOR THE DISTRIBUTION AT
RETAIL OF NATURAL OR MANUFACTURED GAS.
Not applicable.
b. NAME OF EACH SYSTEM COMPANY THAT HOLDS AN
INTEREST IN SUCH EWG OR FOREIGN UTILITY
COMPANY, AND DESCRIPTION OF THE INTEREST HELD.
Not applicable.
c. TYPE AND AMOUNT OF CAPITAL INVESTED, DIRECTLY
OR INDIRECTLY, BY THE HOLDING COMPANY CLAIMING
EXEMPTION; ANY DIRECT OR INDIRECT GUARANTEE OF
THE SECURITY OF THE EWG OR FOREIGN UTILITY
COMPANY BY THE HOLDING COMPANY CLAIMING
EXEMPTION; AND ANY DEBT OR OTHER FINANCIAL
OBLIGATION FOR WHICH THERE IS RECOURSE,
DIRECTLY OR INDIRECTLY, TO THE HOLDING COMPANY
CLAIMING EXEMPTION OR ANOTHER SYSTEM COMPANY,
OTHER THAN THE EWG OR FOREIGN UTILITY COMPANY.
Not applicable.
d. CAPITALIZATION AND EARNINGS OF THE EWG OR
FOREIGN UTILITY COMPANY DURING THE REPORTING
PERIOD.
Not applicable.
e. IDENTIFY ANY SERVICE, SALES OR CONSTRUCTION
CONTRACT(S) BETWEEN THE EWG OR FOREIGN UTILITY
COMPANY AND A SYSTEM COMPANY, AND DESCRIBE THE
SERVICES TO BE RENDERED OR GOODS SOLD AND FEES
OR REVENUES UNDER SUCH AGREEMENT(S).
Not applicable.
EXHIBIT A
A CONSOLIDATING STATEMENT OF INCOME AND SURPLUS OF
THE CLAIMANT AND ITS SUBSIDIARY COMPANIES FOR THE LAST
CALENDAR YEAR, TOGETHER WITH A CONSOLIDATING BALANCE SHEET
OF CLAIMANT AND ITS SUBSIDIARY COMPANIES AS OF THE CLOSE
OF SUCH CALENDAR YEAR.
The attached statements show comparative income and
balance sheet information for Southwest and Black Mountain
for the year ended December 31, 2003. These numbers are
provided for comparative purposes only in support of this
Statement Claiming Exemption. The information is
presented in non-GAAP format.
EXHIBIT B
AN ORGANIZATIONAL CHART SHOWING THE RELATIONSHIP OF EACH
EWG OR FOREIGN UTILITY COMPANY TO ASSOCIATE COMPANIES IN
THE HOLDING COMPANY SYSTEM
Not Applicable.
The above-named claimant has caused this statement
to be duly executed on its behalf by its authorized
officer on this 28th day of October 2004.
SOUTHWEST GAS
CORPORATION
By:
Edward A. Janov
Senior Vice
President/Finance
Attest:
Robert M. Johnson
Assistant General Counsel
NAME, TITLE, AND ADDRESS OF OFFICER TO WHOM NOTICES AND
CORRESPONDENCE CONCERNING THIS STATEMENT SHOULD BE
ADDRESSED:
Robert M. Johnson
Assistant General Counsel
Southwest Gas Corporation
5241 Spring Mountain Road
P.O. Box 98510
Las Vegas, NV 891930-8510
Margaret A. Moore
Van Ness Feldman, P.C.
Seventh Floor
1050 Thomas Jefferson Street, N.W.
Washington, D.C. 20007
Southwest Gas Corporation
Black Mountain Gas
Combining Balance Sheet
December 31, 2003
(Thousands of dollars)
Southwest Gas
Corporation Black Mountain
Assets (Gas Operations) Gas Total
Utility Plant
Gas Plant $ 3,035,969 $ 4,136 $ 3,040,105
Less: accumulated
depreciation (964,309) (2,061) (966,370)
Acquisition
Adjustments 2,533 - 2,533
Construction Work 33,543 - 33,543
In Progress
Net Utility Plant 2,107,736 2,075 2,109,811
Other Property 47,329 571 47,900
and Investments
Current and Accrued Assets
Cash and Cash 14,175 302 14,477
Equivalents
Accounts Receivable, 103,280 375 103,655
Net of Allowances
Accrued Utility 66,700 - 66,700
Revenue
Deferred Income Taxes 4,178 - 4,178
Deferred Purchased 9,151 - 9,151
Gas Costs
Prepaids and Other 113,728 177 113,905
Current Assets
Total Current 311,212 854 312,066
And Accrued
Assets
Deferred charges and 64,098 63 64,161
Other Assets
Total Assets $2,530,375 $ 3,563 $2,533,938
Southwest Gas Corporation
Black Mountain Gas
Combining Balance Sheet
December 31, 2003
(Thousands of dollars)
Capitalization,
Liabilities Southwest Gas
And Deferred Corporation Black Mountain
Credits (Gas Operations) Gas Total
Capitalization
Common Stock $ 35,862 $ 2,965 $ 38,827
Additional 510,521 - 510,521
Paid-in Capital
Retained 84,084 203 84,287
Earnings
Total Common 630,467 3,168 633,635
Equity
Preferred Equity 100,000 - 100,000
Long-Term 1,117,057 - 1,117,057
Debt, Less
Current Maturities
Total 1,847,524 3,168 1,850,692
Capitalization
Current and Accured
Liabilities
Current - - -
Maturities of
Long-Term Debt
Short-Term Debt 52,000 - 52,000
Accounts Payable 106,738 190 106,928
Customers Deposits 44,290 132 44,422
Accrued Taxes 32,456 - 32,456
Income Tax Payable - - -
Accrued Interest 19,665 - 19,665
Deferred Income - - -
Taxes
Deferred - - -
Purchased Gas
Costs
Other Current 68,987 73 69,060
Liabilities
Total Current 324,136 395 324,531
and Accrued
Liabilities
Deferred Income
Taxes and Other
Credits
Deferred Income 285,163 - 285,163
Taxes and
Investment Tax
Credits
Other Deferred 73,552 - 73,552
Total 358,715 - 358,715
Deferred
Income Taxes
And Other Credits
Total Capitalization,
Liabilities
and Deferred
Credits $ 2,530,375 $ 3,563 $ 2,533,938
Southwest Gas Corporation
Black Mountain Gas
Combining Statement of Income
Year Ended December 31, 2003
(Thousands of dollars)
Southwest Gas Black Mountain TOTAL
Corporation Gas
(Gas Operations)
Operating revenues
Natural gas
operating revenues $ 1,034,353 $ - $1,034,353
Propane gas - 2,083 (1) 2,083
operating revenues
Other - - -
Total operating
Revenues $ 1,034,353 $ 2,083 $1,036,436
Operating expenses
Net cost of natural
gas/propane sold 482,503 951 483,454
Operations and
Maintenance 266,862 645 267,507
Depreciation and
Amortization 120,791 161 120,952
Taxes other
than income taxes 35,910 67 35,977
Other - - -
Total operating
Expense 906,066 1,818 907,890
Operating income 128,287 265 128,546
Other income and
(expenses)
Net interest deductions (76,251) (6) (76,257)
Preferred securities
distributions (4,180) - (4,180)
Other income 2,955 3 2,958
Net interest
deductions on
subordinated
debentures (2,680) (2,680)
Total other income
and (expenses) (80,156) (3) (80,159)
Income before
income taxes 48,131 262 48,387
Income tax expense 13,920 6 13,926
Net Income $ 34,211 $ 256 $ 34,461
(1) Propane gas operating revenues of $2,083,000 is
comprised of regulated propane revenues of
$1,376,000 and non-regulated propane revenues
of $707,000.
Prepared by: Property Accounting
u:\acctshr1\corpdev\xcel energy\Public Utility Holding
Company Act Filing for 2003.xls\incomestatement
Date rinted: 11/2/2004 12:24 PM