|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size 2/28/19 Southwest Gas Holdings, Inc. 10-K 12/31/18 151:26M Southwest Gas Corp |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 347K
2: EX-10.02 Material Contract HTML 97K
3: EX-10.03 Material Contract HTML 116K
4: EX-10.04 Material Contract HTML 208K
5: EX-10.05 Material Contract HTML 106K
6: EX-10.14 Material Contract HTML 105K
7: EX-10.28 Material Contract HTML 95K
8: EX-10.29 Material Contract HTML 111K
9: EX-10.30 Material Contract HTML 867K
10: EX-13.01 Annual or Quarterly Report to Security Holders HTML 1.45M
11: EX-21.01 Subsidiaries List HTML 47K
12: EX-23.01 Consent of Experts or Counsel HTML 44K
13: EX-23.02 Consent of Experts or Counsel HTML 43K
14: EX-31.01 Certification -- §302 - SOA'02 HTML 59K
15: EX-31.02 Certification -- §302 - SOA'02 HTML 62K
16: EX-32.01 Certification -- §906 - SOA'02 HTML 49K
17: EX-32.02 Certification -- §906 - SOA'02 HTML 51K
24: R1 Document and Entity Information HTML 86K
25: R2 Consolidated Balance Sheets HTML 190K
26: R3 Consolidated Balance Sheets (Parenthetical) HTML 53K
27: R4 Consolidated Statements of Income HTML 159K
28: R5 Consolidated Statements of Comprehensive Income HTML 117K
29: R6 Consolidated Statements of Cash Flows HTML 203K
30: R7 Consolidated Statements of Equity and Redeemable HTML 157K
Noncontrolling Interest
31: R8 Consolidated Statements of Equity and Redeemable HTML 50K
Noncontrolling Interest (Parenthetical)
32: R9 Background, Organization and Summary of HTML 268K
Significant Accounting Policies
33: R10 Utility Plant and Leases HTML 108K
34: R11 Revenue HTML 149K
35: R12 Receivables and Related Allowances HTML 74K
36: R13 Regulatory Assets and Liabilities HTML 122K
37: R14 Other Comprehensive Income and Accumulated Other HTML 346K
Comprehensive Income ("Aoci")
38: R15 Common Stock HTML 77K
39: R16 Long-Term Debt HTML 197K
40: R17 Short-Term Debt HTML 52K
41: R18 Commitments and Contingencies HTML 49K
42: R19 Pension and Other Postretirement Benefits HTML 451K
43: R20 Share-Based Compensation HTML 127K
44: R21 Income Taxes HTML 322K
45: R22 Derivatives HTML 147K
46: R23 Segment Information HTML 194K
47: R24 Quarterly Financial Data (Unaudited) HTML 195K
48: R25 Utility Infrastructure Services Noncontrolling HTML 62K
Interests
49: R26 Reorganization Impacts - Discontinued Operations HTML 63K
Solely Related to Southwest Gas Corporation
50: R27 Business Acquisitions HTML 113K
51: R28 Background, Organization and Summary of HTML 204K
Significant Accounting Policies (Policies)
52: R29 Background, Organization and Summary of HTML 214K
Significant Accounting Policies (Tables)
53: R30 Utility Plant and Leases (Tables) HTML 112K
54: R31 Revenue (Tables) HTML 128K
55: R32 Receivables and Related Allowances (Tables) HTML 72K
56: R33 Regulatory Assets and Liabilities (Tables) HTML 236K
57: R34 Other Comprehensive Income and Accumulated Other HTML 430K
Comprehensive Income ("Aoci") (Tables)
58: R35 Common Stock (Tables) HTML 68K
59: R36 Long-Term Debt (Tables) HTML 187K
60: R37 Pension and Other Postretirement Benefits (Tables) HTML 470K
61: R38 Share-Based Compensation (Tables) HTML 125K
62: R39 Income Taxes (Tables) HTML 319K
63: R40 Derivatives (Tables) HTML 155K
64: R41 Segment Information (Tables) HTML 198K
65: R42 Quarterly Financial Data (Unaudited) (Tables) HTML 195K
66: R43 Utility Infrastructure Services Noncontrolling HTML 56K
Interests (Tables)
67: R44 Reorganization Impacts - Discontinued Operations HTML 67K
Solely Related to Southwest Gas Corporation
(Tables)
68: R45 Business Acquisitions (Tables) HTML 101K
69: R46 Background, Organization and Summary of HTML 126K
Significant Accounting Policies - Narrative
(Detail)
70: R47 Background, Organization and Summary of HTML 59K
Significant Accounting Policies - Schedule of
Other Property and Investments (Detail)
71: R48 Background, Organization and Summary of HTML 65K
Significant Accounting Policies - Schedule of
Goodwill (Detail)
72: R49 Background, Organization and Summary of HTML 63K
Significant Accounting Policies - Summary of
Intangible Assets (Detail)
73: R50 Background, Organization and Summary of HTML 62K
Significant Accounting Policies - Schedule of
Estimated Future Amortization of Intangible Assets
(Detail)
74: R51 Background, Organization and Summary of HTML 55K
Significant Accounting Policies - Schedule of
Capitalized and Debt Portion of AFUDC (Detail)
75: R52 Background, Organization and Summary of HTML 81K
Significant Accounting Policies - Other Income
(Deductions) (Detail)
76: R53 Background, Organization and Summary of HTML 62K
Significant Accounting Policies - Schedule of
Earnings Per Share, Basic and Diluted (Detail)
77: R54 Utility Plant and Leases - Schedule of Net Utility HTML 64K
Plant (Detail)
78: R55 Utility Plant and Leases - Narrative (Detail) HTML 54K
79: R56 Utility Plant and Leases - Schedule of HTML 49K
Depreciation and Amortization Expense (Detail)
80: R57 Utility Plant and Leases - Schedule of Rental HTML 51K
Payments for Operating Leases (Detail)
81: R58 Utility Plant and Leases - Schedule of Future HTML 71K
Minimum Lease Payments for Operating Leases
(Detail)
82: R59 Revenue - Narrative (Detail) HTML 72K
83: R60 Revenue - Schedule of Gas Operating Revenue HTML 67K
(Detail)
84: R61 Revenue - Summary of Revenue Disaggregated by HTML 68K
Service Type, and Contract Type (Detail)
85: R62 Revenue - Summary of Information about Receivables HTML 54K
(Detail)
86: R63 Revenue - Revenue Performance Obligation (Details) HTML 50K
87: R64 Revenue - Schedule of Utility Infrastructure HTML 57K
Services Contracts Receivable (Detail)
88: R65 Receivables and Related Allowances - Schedule of HTML 45K
Accounts Receivable (Detail)
89: R66 Receivables and Related Allowances - Schedule of HTML 50K
Percent of Customers by State (Detail)
90: R67 Receivables and Related Allowances - Schedule of HTML 52K
Allowance for Uncollectibles (Detail)
91: R68 Receivables and Related Allowances - Additional HTML 48K
Information (Detail)
92: R69 Regulatory Assets and Liabilities - Schedule of HTML 82K
Regulatory Assets and Liabilities (Detail)
93: R70 Regulatory Assets and Liabilities - Schedule of HTML 65K
Components of Other Regulatory Assets (Detail)
94: R71 Regulatory Assets and Liabilities - Schedule of HTML 65K
Components of Other Regulatory Liabilities
(Detail)
95: R72 Other Comprehensive Income and Accumulated Other HTML 123K
Comprehensive Income ("AOCI") - Related Tax
Effects Allocated to OCI (Detail)
96: R73 Other Comprehensive Income and Accumulated Other HTML 50K
Comprehensive Income ("AOCI") - Narrative (Detail)
97: R74 Other Comprehensive Income and Accumulated Other HTML 54K
Comprehensive Income ("AOCI") - Schedule of
Estimated Amounts Amortized from Accumulated Other
Comprehensive Income or Regulatory Assets into Net
Periodic Benefit Cost (Detail)
98: R75 Other Comprehensive Income and Accumulated Other HTML 169K
Comprehensive Income ("AOCI") - AOCI Rollforward
(Details)
99: R76 Other Comprehensive Income and Accumulated Other HTML 55K
Comprehensive Income ("AOCI") - Amount Recognized
Before Income Tax Associated with Defined Benefit
Plans in Accumulated Other Comprehensive Income
(Detail)
100: R77 Common Stock (Detail) HTML 87K
101: R78 Long-Term Debt - Schedule of Carrying Amounts and HTML 182K
Estimated Fair Values of Long-Term Debt (Detail)
102: R79 Long-Term Debt - Narrative (Detail) HTML 129K
103: R80 Long-Term Debt - Summary of Effective Interest HTML 55K
Rates on Variable-Rate IDRBs (Detail)
104: R81 Long-Term Debt - Estimated Maturities of Long-Term HTML 65K
Debt (Detail)
105: R82 Short-Term Debt (Detail) HTML 70K
106: R83 Commitments and Contingencies (Detail) HTML 50K
107: R84 Pension and Other Postretirement Benefits - HTML 66K
Narrative (Detail)
108: R85 Pension and Other Postretirement Benefits - Cost HTML 46K
of Retirement Plan (Detail)
109: R86 Pension and Other Postretirement Benefits - HTML 51K
Schedule of Assumptions Used (Detail)
110: R87 Pension and Other Postretirement Benefits - HTML 104K
Schedule of Amounts Recognized in Balance Sheet
and Income Statement (Detail)
111: R88 Pension and Other Postretirement Benefits - HTML 50K
Schedule of Accumulated Benefit Obligation
(Detail)
112: R89 Pension and Other Postretirement Benefits - HTML 66K
Schedule of Expected Benefit Payments (Detail)
113: R90 Pension and Other Postretirement Benefits - HTML 61K
Schedule of New Accounting Pronouncements
(Details)
114: R91 Pension and Other Postretirement Benefits - HTML 88K
Schedule of Net Periodic Benefit Cost and
Weighted-Average Assumptions (Detail)
115: R92 Pension and Other Postretirement Benefits - HTML 82K
Schedule of Other Changes in Plan Assets and
Benefit Obligations Recognized in Net Periodic
Benefit Cost and Other Comprehensive Income
(Detail)
116: R93 Pension and Other Postretirement Benefits - HTML 107K
Schedule of Fair Value of Plan Assets (Detail)
117: R94 Share-Based Compensation - Narrative (Detail) HTML 85K
118: R95 Share-Based Compensation - Schedule of Share-Based HTML 48K
Plan Compensation Expense, Including Cash Award
(Detail)
119: R96 Share-Based Compensation - Schedule of Stock HTML 69K
Options Activity (Detail)
120: R97 Share-Based Compensation - Summary of Market HTML 45K
Prices of Common Stock (Detail)
121: R98 Share-Based Compensation - Schedule of Nonvested HTML 83K
Performance and Restricted Stock Unit Plans
(Detail)
122: R99 Income Taxes - Summary of Income Before Taxes and HTML 51K
Noncontrolling Interest for Domestic and Foreign
Operations (Detail)
123: R100 Income Taxes - Summary of Income Tax Expense HTML 88K
(Benefit) (Detail)
124: R101 Income Taxes - Significant Components of Deferred HTML 71K
Income Tax Expense (Benefit) (Detail)
125: R102 Income Taxes - Reconciliation of U.S Federal HTML 73K
Statutory Rate to Consolidated Effective Tax Rate
(Detail)
126: R103 Income Taxes - Deferred Tax Assets and Liabilities HTML 100K
(Detail)
127: R104 Income Taxes - Reconciliation of Unrecognized Tax HTML 66K
Benefits (Detail)
128: R105 Income Taxes - Summary of Income Before Taxes for HTML 60K
Continuing and Discontinued Operations (Detail)
129: R106 Income Taxes - Additional Information (Detail) HTML 66K
130: R107 Derivatives - Narrative (Detail) HTML 57K
131: R108 Derivatives - Notional Amounts under Swaps HTML 45K
Contracts (Detail)
132: R109 Derivatives - Amount of Gain or Losses Recognized HTML 52K
in Income on Derivatives (Detail)
133: R110 Derivatives - Fair Values of Swaps in Consolidated HTML 63K
Balance Sheets (Detail)
134: R111 Derivatives - Paid to and Received from HTML 48K
Counterparties for Settlements of Matured Swaps
(Detail)
135: R112 Derivatives - Regulatory Assets/Liabilities HTML 53K
Offsetting Derivatives at Fair Value in Condensed
Consolidated Balance Sheets (Detail)
136: R113 Derivatives - Summary of Financial Assets and HTML 63K
Liabilities at Fair Value (Detail)
137: R114 Segment Information - Narrative (Detail) HTML 54K
138: R115 Segment Information - Accounts Receivable for HTML 49K
Services (Detail)
139: R116 Segment Information - Schedule of Revenues by HTML 56K
Geographic Area (Detail)
140: R117 Segment Information - Schedule of Segment HTML 120K
Reporting Information (Detail)
141: R118 Quarterly Financial Data (Unaudited) (Detail) HTML 91K
142: R119 Utility Infrastructure Services Noncontrolling HTML 70K
Interests - Additional Information (Detail)
143: R120 Utility Infrastructure Services Noncontrolling HTML 64K
Interests - Summary of Redeemable Noncontrolling
Interest (Detail)
144: R121 Reorganization Impacts - Discontinued Operations HTML 95K
Solely Related to Southwest Gas Corporation
(Detail)
145: R122 Business Acquisitions - Narrative (Detail) HTML 111K
146: R123 Business Acquisitions - Summary of Fair Values of HTML 98K
Assets Acquired and Liabilities Assumed (Detail)
147: R124 Business Acquisitions - Schedule of Pro Forma HTML 59K
Consolidated Financial Information (Detail)
148: R125 Business Acquisitions - Schedule of Statements of HTML 61K
Income Operations (Detail)
150: XML IDEA XML File -- Filing Summary XML 279K
149: EXCEL IDEA Workbook of Financial Reports XLSX 203K
18: EX-101.INS XBRL Instance -- swx-20181231 XML 8.62M
20: EX-101.CAL XBRL Calculations -- swx-20181231_cal XML 527K
21: EX-101.DEF XBRL Definitions -- swx-20181231_def XML 1.78M
22: EX-101.LAB XBRL Labels -- swx-20181231_lab XML 3.13M
23: EX-101.PRE XBRL Presentations -- swx-20181231_pre XML 2.18M
19: EX-101.SCH XBRL Schema -- swx-20181231 XSD 351K
151: ZIP XBRL Zipped Folder -- 0001692115-19-000013-xbrl Zip 599K
| Exhibit |
1.1 | “Account Balances” means a Participant's individual fund comprised of Deferrals and interest earnings credited thereon up to the applicable Benefit Distribution Date. |
1.2 | “Beneficiary” means the person, persons, entity or entities designated by the Participant
to receive any benefits under the Plan upon the death of a Participant. A participant may designate primary and contingent Beneficiaries. |
1.3 | “Benefit Account Balances” shall have the meaning set forth in Article 5.1. |
1.4 | “Benefit Distribution Date” means the date benefits under the Plan are first paid to a Participant, or because of his death, to his Beneficiary, which will
occur within 90 days of notification to the Company of the event that gives rise to such distribution. |
1.5 | “Board Fees” means the annual retainer, meeting and committee fees received by a Director for serving on the Board of Directors and its committees. |
1.6 | “Board of Directors” means the Board of Directors of the Company. |
(a) | Any “person” (as the term is used in Section 13 and 14(d)(2) of the Securities Exchange Act of 1934 (“Exchange Act”)) who becomes a beneficial owner (as that term is used in Section 13(d) of the Exchange Act), directly or indirectly, of 50 percent or more of the Company’s capital stock entitled to vote in the election of Directors; or |
(b) | During
any period of not more than twelve months, not including any period prior to the adoption of this Plan, individuals who, at the beginning of such period constitute the Board of Directors of the Company, and any new Director (other than a Director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (a) of this Article 1.7) whose election by the Board of Directors or nomination for election by the Company’s shareholders was approved by a vote of at least 75 percent of the Directors then still in office, who either were Directors at the beginning of the period or whose election or nomination for election was previously approved, cease for any reason to constitute at least a majority thereof. |
1.8 | “Committee”
means the administrative committee appointed by the Board of Directors to manage and administer the Plan in accordance with the provisions of the Plan. After a Change in Control, the Committee shall cease to have any powers under the Plan and all powers previously vested in the Committee under the Plan will then be vested in the Third Party Fiduciary. |
1.9 | “Company” means Southwest Gas Corporation and any Successor Corporation. |
1.10 | “Deferral(s)”
means the amount of Board Fees earned and deferred in accordance with the provisions of the Plan. |
1.11 | “Director” means an outside, non-employee member of the Board of Directors prior to a Change in Control. |
1.12 | “Deferral Election Form” means the form of written agreement specifying deferral elections and a payout option which is completed and executed by the Participant and
submitted to the Company in a timely manner. |
1.13 | “Disability” means either of the following circumstances, as determined by the Committee in its sole discretion: (a) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months; or (b) the Participant is determined to be totally disabled by the Social Security Administration. |
1.14 | “Master
Plan Document” means this legal instrument containing the provisions of the Plan. |
1.15 | “Moody's Rate” means Moody's Seasoned Corporate Bond Rate which is an economic indicator consisting of an arithmetic average of yields of representative bonds (industrial and AAA, AA and A rated public utilities) as of January 1 prior to each Plan Year as published by Moody's Investors Service, Inc. (or any successor thereto), or, if such index is no longer published, a substantially similar index selected by the Board of Directors. |
1.16 | “Moody's
Composite Rate” means the average of the Moody's Rate on January 1 for the five years prior to the Participant’s applicable Benefit Distribution Date. |
1.17 | “Participant” means any Director who executes a Plan Agreement or Deferral Election Form. |
1.18 | “Plan” means the Directors Deferral Plan of the Company evidenced by this Master Plan Document. |
1.19 | “Plan
Agreement” means the form of written agreement which is entered into by and between the Company and a Participant. |
1.20 | “Plan Year” means the annual period beginning on March 15 of each calendar year and ending on March 14 of the next following year. |
1.21 | “Retire” or “Retirement” means the cessation
of service on the Board of Directors of the Company after attaining five Years of Service, other than by death, Disability or Termination of Service. |
1.22 | “Subsidiary” means any corporation, partnership, or other organization which is at least 50 percent owned by the Company or a Subsidiary of the Company. |
1.23 | “Successor Corporation” means any corporation or other legal entity
which is the successor to Southwest Gas Corporation, whether resulting from merger, reorganization or transfer of substantially all of the assets of Southwest Gas Corporation, regardless of whether such entity shall expressly agree to continue the Plan. |
1.24 | “Terminates Service” or “Termination of Service” means a Participant’s voluntary or involuntary cessation of service on the Board of Directors of the Company, for any reason except Retirement, Disability or death. |
1.25 | “Third
Party Fiduciary” means an independent third party selected by the Committee to take over the administration of the Plan upon and after a Change in Control and to determine appeals of claims denied under the Plan before and after a Change in Control pursuant to a Third Party Fiduciary Services Agreement. |
1.26 | “Third Party Fiduciary Services Agreement” means the agreement with the Third Party Fiduciary to perform services with respect to the Plan. |
1.27 | “Trust
Agreement” means an agreement establishing a “grantor trust” of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the IRC. |
1.28 | “Trust Fund or Funds” means the assets of every kind and description held under any Trust Agreement forming a part of the Plan. |
1.29 | “Trustee” means any
person or entity selected by the Company to act as Trustee under any Trust Agreement at any time of reference. |
1.30 | “Unforeseeable Emergency” means an unforeseeable emergency as defined in the Code and related Treasury regulations. |
1.31 | "Years of Service" means the length of time, in discrete twelve month periods, a Participant has served on the Board of Directors. |
2.1 | Eligibility A Director shall become eligible to participate in the Plan as of the effective date of his election as a Director, unless the Board of Directors determines at that time that such Director will not be eligible to participate in the Plan. |
2.2 | Commencement of Participation Once eligible to participate in the Plan, a Director must complete,
execute and return to the Company a Plan Agreement in order to commence participation in the Plan. Continued participation in the Plan is subject to compliance with any further conditions as may be established by the Committee. Notwithstanding the foregoing and upon the occurrence of a Change in Control, no additional conditions regarding continued participation in the plan may be established by the Committee or any Successor Corporation. |
3.1 | Deferrals A Participant
may defer up to 100 percent of his Board Fees received during a Plan Year; provided that such Deferral exceeds $2,000 per Plan Year. A Participant's Deferral election will be exercised at the time Board Fees are paid. |
3.2 | Benefit Payout Periods; Irrevocable Elections A Participant shall elect the period over which the amounts deferred under such election will be distributed to him commencing at the applicable Benefit Distribution Date. A Participant’s Account Balances shall be distributed in the form of substantially-equal installment payments over a period of 60, 120, 180 or 240 months, as elected by the Participant in accordance with this Article 3.2. Only one payout option
is permitted for each Plan Year. However, a Participant is free to choose any available payout option for each subsequent Plan Year. If a Participant fails to make a valid election as to the period over which his Deferrals for a particular Plan Year will be distributed, the default distribution period for such Deferrals shall be 240 months. Payout elections are irrevocable once made. |
3.3 | Deadline for Deferral Elections By December 31st of each calendar year, a Participant must submit to the Company his completed and executed Deferral Election Form for the upcoming Plan Year. If a Participant
fails to timely submit his Deferral Election Form, he will not be permitted to defer any of his Board Fees during the upcoming Plan Year. |
3.4 | Deferral Elections by New Participants When a Director first becomes eligible to participate in the Plan, initial Deferral elections will be permitted with respect to services performed after the elections, as long as such elections are made within 30 days after the date on which the Director became eligible to participate in the Plan. Such Participant must submit his Plan Agreement to the Company, in writing, at the time he elects to become a Participant in the Plan. Thereafter, in the event a Director becomes a Participant in the Plan,
such Participant may defer Board Fees only in accordance with Article 3.2. |
3.5 | Ineffective Elections If there shall be a final determination by the Internal Revenue Service or a court of competent jurisdiction that the election by a Participant to defer the payment of any amount in accordance with the terms of this Plan was not effective to defer the taxation of such amount, then the Participant shall be entitled to receive a distribution of the amount determined to be taxable and the Participant’s Account Balances shall be reduced accordingly. |
4.1 | Interest Rate A Participant's Account Balances at the start of a Plan Year and any Deferrals made during a Plan Year will earn interest annually at 150 percent of the Moody's Rate. Interest will be credited to a Participant's accounts for Deferrals made during the Plan Year, as if all Deferrals were made on the first day of the Plan Year. |
4.2 | Interest Prior
to Benefit Distribution Date A Participant's Account Balance will earn interest under the provisions of Article 4.1 until the applicable Benefit Distribution Date. |
4.3 | Interest Rate for Benefit Payment Calculation The interest rate used to calculate the amount that will be credited to Participant's Account Balances, to determine his Benefit Account Balances under the provisions of Article 5.1, will be 150 percent of the Moody's Composite Rate. |
5.1 | Benefit
Account Balances A Participant’s Account Balances, at the applicable Benefit Distribution Date, will be credited with an amount equal to the interest such balances would have earned assuming distribution in equal monthly installments over the specific benefit payment periods, at a specified interest rate, thereby creating Benefit Account Balances. The Benefit Account Balances will then be paid to the Participant in equal monthly installments over the benefit payment periods previously elected by the Participant or specified by the Plan. |
6.1 | Pre-Retirement
Death of Participant Notwithstanding any elections made pursuant to Article 3.2, if a Participant dies while he is a member of the Board of Directors, his Account Balances will be paid to his Beneficiary in equal monthly installments over the 180 month survivor benefit payment period commencing as of the applicable Benefit Distribution Date. |
6.2 | Interest on Benefit Payments The interest rate used to determine the amount |
7.1 | Post-Retirement Death of Participant If a Participant dies after the commencement of benefit payments under this Plan but prior to such benefits having been paid in full, the Participant's benefit payments will continue to be paid to the Participant's Beneficiary through the end of the benefit payment periods previously elected by the Participant. |
8.1 | Payment Following Disability Notwithstanding any elections made pursuant to Article 3.2, if a Participant becomes Disabled within the first five Years of Service with the Company, he will receive his Benefit Account Balances in a lump sum payment on the applicable Benefit Distribution Date. If a Participant becomes Disabled after having completed five or more Years of Service with the Company, the Benefit Account Balances will be paid consistent with the benefit payout periods previously elected. |
8.2 | Interest
on Benefit Payments If a Participant qualifies to receive benefits due to a Disability, the interest rate used to calculate the amount that will be credited to Participant's Account Balances, to determine his Benefit Account Balances under the provisions of Article 5.1, will be 150 percent of the Moody's Composite Rate. |
9.1 | Designation of Beneficiaries A Participant shall have the right to designate any Beneficiary to whom benefits under this Plan shall
be paid in the event of the Participant's death prior to the total distribution of his Benefit Account Balances under the Plan. If the Participant is married and greater than 50 percent of the Benefit Account Balances is designated to a Beneficiary other than the Participant's spouse, such Beneficiary designation must be consented to by the Participant's spouse. Each Beneficiary designation must be in written form prescribed by the Company and will be effective only when filed with the Company during the Participant's lifetime. The Company shall acknowledge, in writing, receipt of each Beneficiary designation form. |
9.2 | Changing Beneficiary Designation A Participant shall have
the right to change the Beneficiary designation, subject to spousal consent under the provisions of Article 10.1, without the consent of any designated Beneficiary by filing a new Beneficiary designation with the Company. The filing of a new Beneficiary designation form will cancel all Beneficiary designations previously filed. |
9.3 | Discharge of Company Obligation Both the Company and the Committee shall be entitled to rely on the Beneficiary designation last filed by the Participant prior to his death. Any payment made in accordance with such designation shall fully discharge the Company and the Committee from all further obligations
with respect to the Participant’s rights in the Plan. |
9.4 | Minor or Incompetent Beneficiaries If a Beneficiary entitled to receive benefits under the Plan is a minor or a person declared incompetent, the Committee may direct payment of such benefits to the guardian or legal representative of such minor or incompetent person. The Committee may require proof of incompetency, minority or guardianship as it may deem appropriate prior to distribution of any Plan benefits. Such distribution shall completely discharge the Committee and the Company from all liability with respect to such payments. |
9.5 | Effect
of No Beneficiary Designation If no Beneficiary designation is in effect at the time of the Participant's death, or if the named Beneficiary predeceased the Participant, then the Beneficiary shall be: (a) the surviving spouse; (b) if there is no surviving spouse, then his issue per stirpes; or (c) if no surviving spouse or issue, then his estate. |
9.6 | Beneficiary’s Beneficiaries If a Participant’s Beneficiary receiving benefit payments under the provisions of the Plan dies prior to the completion of the benefit payment periods, the Participant’s benefit payments will continue to be paid through the end of the benefit payment periods previously elected by
the Participant, to the Beneficiary’s Beneficiary, if any, or the applicable estate. |
10.1 | Payment Obligation Amounts payable to a Participant or Beneficiary shall be paid exclusively from the general assets of the Company or from the assets of a grantor trust within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Code, established for use in funding executive compensation arrangements and commonly known as a “rabbi trust.” |
10.2 | Limitation
or Payment Obligation The Company shall have no obligation under the Plan to a Participant or a Participant's Beneficiary, except as provided in this Master Plan Document. |
10.3 | Furnishing Information The Participant or Beneficiary shall cooperate in furnishing all information requested by the Company to facilitate the payment of his Benefit Account Balances. |
10.4 | Unsecured General Creditor
Participants and their Beneficiaries, heirs, successors, and assigns shall have no legal or equitable rights, claims, or interest |
10.5 | Withholding
There shall be deducted from each payment made under the Plan or other compensation payable to the Participant (or Beneficiary) all taxes which are required to be withheld by the Company in respect to such payment under this Plan. The Company shall have the right to reduce any payment (or other compensation) by the amount of cash sufficient to provide the amount of said taxes. |
10.6 | Continued Tenure The Company is without power to lawfully assure a Participant continued tenure as a Director, and nothing herein constitutes a contract of continuing Directorship between the Company and the Participant. |
10.7 | Trusts
The Company may maintain one or more Trust Funds to finance all or a portion of the benefits under the Plan by entering into one or more Trust Agreements. Any Trust Agreement is designated as, and shall constitute, a part of the Plan, and all rights which may accrue to any person under the Plan shall be subject to all the terms and provisions of such Trust Agreement. A Trustee shall be appointed by the Committee or the Board of Directors and shall have such powers as provided in the Trust Agreement. The Committee or the Board of Directors may modify any Trust Agreement, in accordance with its terms, to accomplish the purposes of the Plan and appoint a successor Trustee under the provisions of such Trust Agreement. By entering into such Trust Agreement, the Committee or the Board of Directors may vest in the Trustee, or in one or more investment managers (as defined in ERISA) the power to manage and control the Trust Fund. Committee authority under the provisions
of this Article 10.7 will cease upon the occurrence of a Change in Control. |
10.8 | No Assignment To the maximum extent permitted by law, no interest or benefit under the Plan shall be assignable or subject in any manner to alienation, sale, transfer, claims of creditors, pledge, attachment or encumbrances of any kind. |
11.1 | Plan
Amendment To the extent permitted by the IRC and related regulations, the Board of Directors may at any time, and without notice, amend or modify the Plan in whole or in part; provided, however, that (a) no amendment or modification shall be effective to decrease or restrict (i) the amount of interest to be credited to a Participant’s Account Balances under the provisions of the Plan, (ii) the benefits the Participant qualifies for or may elect to receive under the provisions of the Plan, or (iii) benefit payments to Participants or Beneficiaries once such payments have commenced, and (b) effective January 1, 2005, no amendment or modification of this Article 11, Article 12, or Article 13 of the Plan shall be effective except to the extent both the Committee and the Board of Directors deems necessary to comply with applicable law. |
11.2 | Plan
Termination The Board of Directors shall not terminate the Plan until all benefits owed to the Participants and Beneficiaries have been paid in full. |
11.3 | Bankruptcy To the extent permitted under code Section 409A and related Treasury regulations, the Board of Directors shall have the authority, in its sole discretion, to terminate the Plan and distribute each Participant’s Account Balances to the Participant or, if applicable, his or her Beneficiary within twelve months of a corporate dissolution taxed under Section 331 of the Code or with the approval of a bankruptcy court pursuant to 11 U.S.C. § 503(b)(1)(a). The total accelerated distribution under
this Article 11.3 must be included in a Participant’s gross income in the latest of: |
(a) | The calendar year in which the Plan is terminated; |
(b) | The calendar year in which the Participant’s Account Balances are no longer subject to a substantial risk of forfeiture; or |
(c) | The
calendar year in which distribution of the Participant’s Account Balances is administratively practicable. |
11.4 | Partial Plan Termination The Board of Directors may partially terminate the Plan by instructing the Company not to accept any additional Deferral commitments. In the event of a partial termination, the remaining provisions of the Plan shall continue to operate and be effective for all Participants in the Plan, as of the date of such partial termination. Any such instructions and any reinstatement of the Plan shall be implemented in accordance with the IRC and related regulations. |
12.1 | Committee Duties Except as otherwise provided in this Article 12, and subject to Article 13, the general administration of the Plan, as well as construction and interpretation thereof, shall be vested in the Committee. Members of the Committee may be Participants under the Plan. Specifically, the Committee shall have the discretion and authority to: (a) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of the Plan; and (b) decide or resolve any and all questions including interpretations of the Plan. Any individual serving on the Committee who is a Participant shall not
vote or act on any matter relating solely to himself or herself. The number of members of the Committee shall be established by, and the members shall be appointed from time to time by, and shall serve at the pleasure of, the Board of Directors. |
12.2 | Administration after a Change in Control Upon and after a Change in Control, the administration of the Plan shall be vested in a Third Party Fiduciary, as provided for herein and pursuant to the terms of a Third Party Fiduciary Services Agreement. Any Third Party Fiduciary Services Agreement is designated as, and shall constitute, a part of the Plan. The Third Party Fiduciary shall also have the discretion and authority to: (a) make,
amend, interpret, and enforce all appropriate rules and regulations for the administration of the Plan; and (b) decide or resolve any and all questions including interpretation of the Plan and the Trust Agreement. Except as otherwise provided for in any Trust Agreement, the Third Party Fiduciary shall have no power to direct the investment of Plan or Trust Funds or select any investment manager or custodial firm for the Plan or Trust Agreement. The Company shall pay all reasonable administrative expenses and fees of the Third Party Fiduciary when it acts as the administrator of the Plan or pursuant to |
12.3 | Agents
In the administration of the Plan, the Committee or the Third Party Fiduciary, as the case may be, may from time to time employ such agents, consultants, advisors, and managers as it deems necessary or useful in carrying out its duties as it sees fit (including acting through a duly authorized representative) and may from to time to time consult with counsel to the Company. |
12.4 | Binding Effects of Decisions The decision or action of the Committee or the Third Party Fiduciary, as the case may be, with respect to any question arising out of or in connection with the administration, interpretation, and application of the Plan (and the Trust Agreement to the extent provided for in
Article 12.2) and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons or entities having any interest in the Plan. |
12.5 | Indemnity by Company The Company shall indemnify and save harmless each member of the Committee, the Third Party Fiduciary, and any employee of the Company to whom the duties of the Committee may be delegated against any and all claims, losses, damages, expenses, and liabilities arising from any action or failure to act with respect to the Plan, except in the case of fraud, gross negligence, or willful misconduct by the Committee, any of its members, the Third Party Fiduciary, or any such employee. |
12.6 | Cooperation
– Providing Information To enable the Committee and the Third Party Fiduciary to perform their functions, the Company shall supply full and timely information to the Committee and the Third Party Fiduciary, as the case may be, on all matters relating to the compensation of all Participants, their Retirement, death or other cause for Termination of Service, and such other pertinent facts as the Committee or the Third Party Fiduciary may require. |
12.7 | Unforeseeable Emergencies In the event of an Unforeseeable Emergency, the Committee or the Third Party Fiduciary, as the case may be, may in its sole discretion, permit distribution to a Participant or Beneficiary
from this Plan an amount no greater than the amount necessary to satisfy the Unforeseeable Emergency plus any taxes reasonably anticipated as a result of the distribution; or permit a Participant to cancel his or her Deferral election for the applicable Plan Year in accordance with applicable Treasury regulations without an accompanying distribution from his or her Account Balances. A Participant’s current Deferral election, if any, shall automatically terminate upon such Participant’s receipt of a withdrawal under this Article 12.7. To the extent such a Participant again becomes eligible to elect Deferrals in accordance with the terms of the Plan, any subsequent Deferral elections made by the Participant must be made in accordance with the provisions of Article 3. |
13.1 | Presentation of Claims Any Participant or Beneficiary of a deceased Participant (such Participant or Beneficiary being referred to below as a “Claimant”) may deliver to the Committee a written claim for determination with respect to benefits available to such Claimant from the Plan. The claim must state with particularity the determination desired by the Claimant. |
13.2 | Notification of Decision
The Committee shall consider a claim and notify the Claimant within 90 calendar days after receipt of a claim in writing: |
(a) | That the Claimant’s requested determination has been made, and that the claim has been allowed in full; or |
(b) | That the Committee has reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:
(i) the specific reason(s) for the denial of the claim, or any part thereof; (ii) the specific reference(s) to pertinent provisions of the Plan upon which the denial was based; (iii) a description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary; and (iv) an explanation of the claim review procedure set forth in Article 13.3. |
13.3 | Review of a Denied Claim Within 60 days after receiving a notice from the Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly authorized representative) may file with the Third Party Fiduciary a written
request for a review of the denial of the claim. Thereafter, the Claimant (or the Claimant’s duly authorized representative) may review pertinent documents, submit written comments or other documents, and request a hearing, which the Third Party Fiduciary, in its sole discretion, may grant. |
13.4 | Decision on Review The Third Party Fiduciary shall render its decision on review promptly, and not later than 60 days after the filing of a written request for review of a denial, unless a hearing is held or other special circumstances require additional time, in which case the Third Party Fiduciary’s decision must be rendered within 120 calendar days after such date. Such decision must
be written in a manner calculated to be understood by the Claimant, and it must contain: (a) the specific reason(s) for the decision; (b) the specific reference(s) to the pertinent Plan provisions upon which the decision was based; and (c) such other matters as the Third Party Fiduciary deems relevant. |
13.5 | Legal Action A Claimant’s compliance with the foregoing provisions of this |
14.1 | Notices Any notice given under the Plan shall be in writing and shall be mailed or delivered to: |
14.2 | Assignment The Plan shall be binding upon the Company and any of its successors and assigns, and upon a Participant, a Participant's Beneficiary, and their assigns, heirs, executors and administrators. |
14.3 | Governing
Law Except to the extent that federal law applies, the Plan shall be governed by and construed under the laws of the State of Nevada. |
14.4 | Headings Headings in this Master Plan Document are inserted for convenience of reference only. Any conflict between such headings and the text shall be resolved in favor of the text. |
14.5 | Gender and Number Masculine pronouns wherever
used shall include feminine pronouns and when the context dictates, the singular shall include the plural. |
14.6 | Severability In case any provision of the Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but the Plan shall be construed and enforced as if such illegal and invalid provisions had never been inserted herein. |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/28/19 | |||
| For Period end: | 12/31/18 | 11-K | ||
| 11/14/18 | 8-K | |||
| 1/1/05 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/24 Southwest Gas Holdings, Inc. 10-K 12/31/23 130:19M 2/28/23 Southwest Gas Holdings, Inc. 10-K 12/31/22 131:24M 3/01/22 Southwest Gas Holdings, Inc. 10-K 12/31/21 132:23M 2/25/21 Southwest Gas Holdings, Inc. 10-K 12/31/20 120:20M |