Page 32 - SWGas Annual Report 2015
P. 32

At December 31, 2015, the Company raised the discount rate to 4.50% from a rate of 4.25% at December 31, 2014.
     The methodology utilized to determine the discount rate was consistent with prior years. The weighted-average
     rate of compensation escalation increased to 3.25% at December 31, 2015 from 2.75% in the prior year. The
     Company lowered the asset return assumption to 7.25% to be used for 2016 expense from the 7.75% rate used in
     the previous year. A change to a new actuarial mortality table occurred in 2014, which took into account longer life
     spans for plan participants; however, just one year later, a decline in the mortality improvement scale was reflected
     by the same Society of Actuaries, highlighting the nature of estimation. Pension expense for 2016 is estimated to
     decrease by $6.7 million compared to 2015 because of the new mortality assumption and higher discount rate.
     Future years’ expense level movements (up or down) will continue to be greatly influenced by long-term interest
     rates, asset returns, and funding levels.

     Business Combinations
     The amount of goodwill initially recognized in a business combination is based on the excess of the purchase price
     of the acquired company over the fair value of the other assets acquired and liabilities assumed. The determination
     of these fair values requires management to make significant estimates and assumptions. For example,
     assumptions with respect to the timing and amount of future revenues and expenses associated with an asset are
     used to determine its fair value but the actual timing and amount may differ materially resulting in impairment of the
     asset’s recorded value. In some cases, the Company engages independent third-party valuation firms to assist in
     determining the fair values of acquired assets and liabilities assumed. Critical estimates in valuing certain intangible
     assets include but are not limited to future expected cash flows of the acquired business, trademarks, customer
     relationships, technology obsolescence, and discount rates. In addition, uncertain tax positions and tax-related
     valuation allowances assumed in connection with a business combination are initially estimated at the acquisition
     date. These items are reevaluated quarterly, based upon facts and circumstances that existed at the acquisition
     date with any adjustments to the preliminary estimates being recorded to goodwill, provided that the Company is
     within the twelve-month measurement period. Subsequent to the measurement period or the final determination of
     the estimated value of the tax allowance or contingency, whichever comes first, changes to these uncertain tax
     positions and tax-related valuation allowances will affect the provision for income taxes in the Consolidated
     Statements of Income, and could have a material impact on the Company’s results of operations and financial
     position. The fair value assigned to the intangible assets acquired and liabilities assumed in 2014, and the
     determination of goodwill associated with the acquisition, are described in Note 17 – Acquisition of Construction
     Services Businesses.

     Certifications
     The Securities and Exchange Commission (“SEC”) requires the Company to file certifications of its Chief Executive
     Officer (“CEO”) and Chief Financial Officer (“CFO”) regarding reporting accuracy, disclosure controls and
     procedures, and internal control over financial reporting as exhibits to the Company’s periodic filings. The CEO and
     CFO certifications for the period ended December 31, 2015 are included as exhibits to the 2015 Annual Report on
     Form 10-K filed with the SEC.

     Forward-Looking Statements
     This annual report contains statements which constitute “forward-looking statements” within the meaning of the
     Private Securities Litigation Reform Act of 1995 (“Reform Act”). All statements other than statements of historical
     fact included or incorporated by reference in this annual report are forward-looking statements, including, without
     limitation, statements regarding the Company’s plans, objectives, goals, intentions, projections, strategies, future
     events or performance, and underlying assumptions. The words “may,” “if,” “will,” “should,” “could,” “expect,”

Southwest Gas Corporation
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