Conclusions of Law

1. The legal obligation of the Commission in a GRC is to establish just and reasonable rates to enable the utility to provide adequate service for the convenience of the public, ratepayers and employees, while earning a fair return on the property it employs in providing service.

2. Southwest bears the burden of proof to demonstrate by clear and convincing evidence that it is entitled to its requested rate increase. Such evidence must be clear, explicit and unequivocal; so clear as to leave no substantial doubt or sufficiently strong to demand the unhesitating assent of every reasonable mind.

3. Although a counterpoint may be raised by another party, Southwest bears the burden of proof, and must first justify the reasonableness of its position.

4. Southwest's direct showing must provide the clear and convincing evidence. Without establishing that basis, Southwest will not have met its burden of proof.

5. Southwest has not met its burden of proof to demonstrate the reasonableness of its expense estimating methodology.

6. Southwest did not violate Ordering Paragraphs 3 or 4 in D.92-12-015.

7. A sharing of D&O insurance costs between ratepayers and shareholders is an appropriate allocation that recognizes the benefits of D&O insurance accruing to shareholders and ratepayers.

8. The adopted ATM is a reasonable mechanism to replace annual cost of capital filings by Southwest.

9. Adopting a hypothetical capital structure is a reasonable approach to improving credit ratings to investment grade, maintaining an investment grade setting, and attracting capital.

10. The adopted capital structure and ROE of 10.9% meet the Hope and Bluefield legal standards to provide Southwest an opportunity to earn a fair and reasonable rate of return commensurate with that of other investments having corresponding risks.

11. In procuring gas for winter 2000-2001, Southwest reasonably balanced price stability, and certainty of supply; and, based on available information, exhibited the steps a prudent manger would take in achieving the sometimes competing goals of price stability and low-cost gas.

12. In order to give effect to the foregoing findings of fact and conclusions of law, the revenue requirement components and total revenue requirements set forth in the appendices should be adopted.

ORDER

IT IS ORDERED that:

1. Southwest Gas Corporation (Southwest) shall file, within 10 days of the effective date of this decision, revised tariff schedules for gas rates as set forth in Appendices C and D of this order. The revised tariff schedules shall reflect a four-year phase-in of the additional revenue requirement adopted in this order. The phase-in of the additional revenue requirement shall be according to the following schedule: 80% in 2003; 10% in 2004; 5% in 2005, and 5% in 2006. In addition, Southwest is authorized to amortize the current balance in the Revenue Recovery Shortfall Memorandum Account (RRSMA) in rates for 2003 and 2004.

2. Southwest's revised tariff schedules shall become effective thirty days after the effective date of this decision, and shall comply with General Order 96-A.

3. Southwest shall close the RRSMA effective with the date of this order.

4. Southwest is authorized to establish a revenue balancing account to track the differences between actual sales and sales adopted in this order. The revenue balancing account shall become effective no earlier than 30 days after the effective date of this order.

5. Southwest may continue to include pipeline demand charges, fixed storage charges and core margin revenue in the Core Fixed Cost Adjustment Mechanism.

6. Southwest is directed to develop discrete rate components for its interstate pipeline demand charges in its next General Rate Case (GRC).

7. In its next GRC, Southwest shall provide the Commission with an actuarial analysis that clearly explains, when and how Southwest will use its Postretirement Benefits Other than Pensions (PBOPs) trust account to fund retiree's PBOPs.

8. In its next GRC, Southwest must justify the reasonableness of the $30 million in software projects currently included in Construction Work in Progress balances before any of these amounts may be included in plant-in-service for rate recovery.

9. Southwest shall file with the Commission (the Director of Energy Division) annual reports addressing Southwest's pipeline replacement program beginning November 1, 2004, with subsequent reports on November 1, 2005, and November 1, 2006. The reports shall be in the same form as those filed by Pacific Gas and Electric Company, and included as Exhibit 103 in this proceeding.

10. Southwest is authorized to file advice letters and supporting workpapers requesting attrition year adjustments to rates for 2004, 2005, and 2006. The attrition year adjustments shall be calculated consistent with the Office of Ratepayer Advocates modified attrition year proposal, and may include an index adjustment based on a seven-year constant dollar historical average of non-pipeline replacement-related capital expenditures. Southwest is authorized to include revenue requirements for attrition in addition to revenue requirements that are phased-in during the four-year phase-in period.

11. Southwest is authorized to include the revenue requirements for its Truckee Operational Center in its Northern California attrition request beginning 2004. The revenue requirement for the Truckee Operations Center shall include supporting workpapers.

12. Application 02-02-012 is closed.

This order is effective today.

Dated _____________________, at San Francisco, California.

APPENDIX A

Appendix A
Adopted System Allocable Administrative and General Expenses (2001$) (1)
Acct 920
			2000 Recorded		Escalated by 0.6%
		Labor	23,866,381		24,009,579
		Labor Loading	9,674,344		11,066,015
		M&E	(1,898,377)		(1,898,377)
		Total	31,642,348		33,177,217
			Acct 921
		Labor	0
		Labor Loading	0
		M&E	6,359,153
			Acct 922
		Labor	0
		Labor Loading	0
		M&E	(5,851,383)
			Acct 923
		Labor	0
		Labor Loading	0
		M&E	4,874,919
			Acct 924
		Labor	0
		Labor Loading	0
		M&E	158,790
			Acct 925 (2)
		Labor	0
		Labor Loading	0
		M&E	1,995,258
			Acct 926 (3)
		Labor	0
		Labor Loading	0
		M&E	(112,861)
			Acct 930.1
		Labor	64,983
		Labor Loading	29,950
		M&E	10,038
		Total	104,970
			Acct 930.2
		Labor	0
		Labor Loading	0
		M&E	2,185,959
			Acct 931 (esc.)
		Labor	0
		Labor Loading	0
		M&E	2,674,962
			Acct 931 (fixed)
		Labor	0
		Labor Loading	0
		M&E	2,104,032
			Acct 935
		Labor	198,774
		Labor Loading	91615
		M&E	1,009,043
		Total	1,299,432
Notes: (1) The numbers are from 08-26-2002 correction of ORA's calculations for A&G Workpapers forwarded to SWG.
(2) The calculations made by ORA are modified to remove only 50% of the insurance premiums.
(3) ORA's Report on the Results of Operations for the Southern and Northern California Divisions of SWG GRC Volume I page 6-3.

Southwest Gas Corporation Southern California Adopted Operating Expenses (2001$)
Other Gas Supply Expense
	Labor	57,165
	Labor Loading	26,347
	M&E	6,514
	Total	90,026
Distribution (1)
		1999	2000	2001	3-Yr Average
	Labor	4,392,645	4,294,025	4,368,238
	Labor Loading	2,015,940	1,955,690	2,014,486
	Materials and Expenses	2,469,894	2,973,242	2,923,708
Rents	Labor	0	0	0
	Labor Loading	0	0	0
	Materials and Expenses	274,415	298,339	179,264
Distribution Excluding Rents	Labor	4,392,645	4,294,025	4,368,238	4,351,636
	Labor Loading	2,015,940	1,955,690	2,014,486
	Materials and Expenses	2,195,479	2,674,903	2,744,444	2,538,275
Distribution Including Rents	Labor				4,351,636
	Labor Loading				2,005,669
	Materials and Expenses				2,717,539
Total Distribution					9,074,844
Customer Accounts (2)
	Account Number	1999	2000	2001	3-yr avg	(d)*#customers		w/labor loading		Total
		(a)	(b)	(c)	(d)	(e)
Supervision	901
Labor		306,187	338,874	342,161
Labor Loading		140,894	154,197	157,414
Materials & Expenses		28,570	39,473	78,974
Normalization factor for labor		1.063	1.028	1
Normalization factor for materials		1.036	1.00	1
# Customers		100,963	103,467	104,573
Labor(2001$)		325,462	348,362	342,161
Material (2001$)		29,598	39,473	78,974
$/customer (Labor)		3.22	3.37	3.27	3.29	362,057	528,930		581,421
$/customer(material)		0.29	0.38	0.76	0.48	52,491
Meter Reading Expense	902
Labor		459,544	480,153	517,306
Labor Loading		211,662	218,782	238,471
Materials & Expenses		92,470	71,391	86,561
Normalization factor for labor		1.063	1.028	1
Normalization factor for materials		1.036	1.00	1
# Customers		100,963	103,467	104,573
Labor(2001$)		488,473	493,597	517,306
Material (2001$)		95,799	71,391	86,561
$/customer (Labor)		4.84	4.77	4.95	4.85	534,344	780,623		871,174
$/customer(material)		0.95	0.69	0.83	0.82	90,550
Customer Records & Collections Expense	903
Labor		1,474,725	1,523,058	1,611,626
Labor Loading		675,881	694,786	746,736
Materials & Expenses		1,015,819	1,134,690	1,261,072
Normalization factor for labor		1.063	1.028	1
Normalization factor for materials		1.036	1.00	1
# Customers		100,963	103,467	104,573
Labor(2001$)		1,567,561	1,565,703	1,611,626
Material (2001$)		1,052,389	1,134,690	1,261,072
$/customer (Labor)		15.53	15.13	15.41	15.36	1,691,260	2,470,761		3,698,713
$/customer(material)		10.42	10.97	12.06	11.15	1,227,951
Postage increase									30,670
Total									3,729,383
Uncollectibles	904
Net Operating Revenue		39,376,901
Revenues from Special Contracts		456,975
Uncollectibles Rate		0.1925%
Total		74,921
Misc. Customer Accts. Expense	905
labor		53,703	53,106	64,493
Labor Loading		24,740	23,986	29,739
Materials & Expenses		38,014	35,664	34,204
Normalization factor for labor		1.063	1.028	1
Normalization factor for materials		1.036	1	1
# Customers		100,963	103,467	104,573
Labor(2001$)		57,083	54,593	64,493
Material (2001$)		39,382	35,664	34,204
$/customer (Labor)		0.57	0.53	0.62	0.57	62,766	91,695		130,676
$/customer(material)		0.39	0.34	0.33	0.35	38,981
CS&I
	Labor		6,007
	Labor Loading		2768.63
	Materials & Expenses		-1,055
	Total		7,721
A&G (Direct)
	Account no.
	923		17,448
	925		130,578
	928		27,467
	926		8,457
	930		113,016
	935		223,113
Notes:
(1) Recorded distribution expenses, including rents, are from ORA's Report on the Results of Operations for the Southern and Northern California Divisions of SWG GRC (Volume I, Table 9-2, page 9-9).
(2) The recorded expenses for 1999 and 2000 are from SWG's Results of Operation Volume II-A Chapter 12 Sheet 3 of 3. The recorded expenses for the year 2001 are from ORA's Report on the Results of Operation Volume I Chapter 10. The number of 2003 customers is forecasted as 110,132 by SWG.

Southwest Gas Corporation Northern California Adopted Operating Expenses (2001$)
Other Gas Supply Expense
	Labor	10,244
	Labor Loading	4,721
	M&E	1,173
	Total	16,138
Distribution
Distribution Excluding Rents
	Labor	606,427
	Labor Loading	279,502
	M&E	562,918
	Total	1,448,847
Rents
	Labor	0
	Labor Loading	0
	M&E	229,507
	Total	229,507
Customer Accounts (Direct)
	Labor	261,860
	Labor Loading	120,691
	M&E	208,453
	Total	591,004
CS&I
	Labor	10,809
	Labor Loading	4981.87
	M&E	25,644
	Total	41,435
A&G (Direct)
	923	76,275
	925	22,304
	926	0
	928	5,264
	930	19,747
	935	19,154

(END OF APPENDIX A)

APPENDIX B

Pipeline Replacement Expenses

Southern California

Year	PVC Footage Replaced (000s of feet)	PVC Footage Remaining 84as of 12/31/02 (000s of feet)
1997	-	5,191.4
1998	113.8	5,077.6
1999	184.8	4,892.8
2000	236.3	4,656.5
2001	430.2	4,226.3
2002	727.2	3,49985
	Estimated by Southwest Gas	Adopted
2003	379.4	319.0
2004	367.5	319.0
2005	367.5	319.0
2006	162.2	319.0
2007	158	158

Annual Expenses (2003-2006)
Description	Footage	Cost/Foot	Direct Cost	Overheads 12.48%	$ Before Esc.
Mains	218,000	$24.69	$5,382,791	$671,772	6,054,563
Services	101,000	$23.26	$2,348,947	$293,149	2,642,095
Year 2007
Mains	38,000	$24.69	$938,285	$117,098	1,055,383
Services	120,000	$23.26	$2,790,828	$348,295	3,139,123

Northern California

Annual Expenses (2003-2007)
Description	Footage	Cost/Foot	Direct Cost	Overheads 12.48%	$ Before Esc.
Mains	25,000	$24.69	$ 617,293	$77,038	694,331

(END OF APPENDIX B)

SOUTHWEST GAS CORPORATION
SOUTHERN CALIFORNIA
SUMMARY OF THE OVERALL RESULTS OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2003
Line								Test Year		Deficiency		Test Year		Line
No.			Description					(at present rates)		(at present rates)		(at proposed rates)		No.
			(a)					(c)		(d)		(e)
1			Operating Revenue				$	82,660,122	$	3,487,898	$	86,148,020		1
2				Gas Cost				43,283,221		(284,553)		42,998,668		2
3			Operating Margin				$	39,376,901	$	3,772,451	$	43,149,352		3
								39,376,901		3,772,451		43,149,352
			Operating Expenses
4				Other Gas Supply			$	90,026	$		$	90,026		4
5				Distribution				9,074,844				9,074,844		5
6				Customer Accounts				5,395,410		7,262		5,402,672		6
7				Customer Service & Information				7,721				7,721		7
8				Sales				0				0		8
				Administrative and General
9					Southern California Division			1,042,913				1,042,913		9
10					System Allocable			3,995,989				3,995,989		10
				Depreciation and Amortization
11					Southern California Division			9,169,770				9,169,770		11
12					System Allocable			1,412,154				1,412,154		12
13				Taxes Other Than Income				1,021,776		50,088		1,071,864		13
				Escalation
14					Labor			696,362				696,362		14
15					Other			109,746				109,746		15
				Income Taxes
16					State			233,588		328,415		562,003		16
17					Federal			773,338		1,185,340		1,958,679		17
18				Total Operating Expenses			$	33,023,637	$	1,571,105	$	34,594,742		18
19			Net Operating Income				$	6,353,264	$	2,201,346	$	8,554,610		19
20				IDRB Adjustor Net of Tax				968,175				968,175		20
21			Net Operating Income with IDRB Adjustor				$	7,321,439	$	2,201,346		9,522,785		21
			Rate Base
				Gas Plant in Service
22					Southern California Division		$	195,332,187	$	0	$	195,332,187		22
23					System Allocable			10,602,386		0		10,602,386		23
24				Total Gross Plant			$	205,934,573	$	0	$	205,934,573		24
				Accumulated Provision for
				Depreciation and Amortization
25					Southern California Division		$	89,185,820	$	0	$	89,185,820		25
26					System Allocable			6,234,108		0		6,234,108		26
				Total Accumulated Provision for
27				Depreciation and Amortization			$	95,419,928	$	0	$	95,419,928		27
28				Net Plant in Service			$	110,514,645	$	0	$	110,514,645		28
				Other Rate Base Items
29					Working Capital (add)		$	3,444,098	$	0	$	3,444,098		29
30					Customer Advances (deduct)			653,826		0		653,826		30
31					Deferred Taxes (deduct)			9,457,747		0		9,457,747		31
32				Total Other Rate Base Items			$	(6,667,475)	$	0	$	(6,667,475)		32
33			Total Rate Base				$	103,847,170	$	0	$	103,847,170		33
34			Rate of Return					7.05%				9.17%		34

(End of Appendix C)

SOUTHWEST GAS CORPORATION
NORTHERN CALIFORNIA
SUMMARY OF THE OVERALL RESULTS OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2003
Line								Test Year		Deficiency		Test Year		Line
No.			Description					(at present rates)		(at present rates)		(at proposed rates)		No.
					(a)			(c)		(d)		(e)
1			Operating Revenue				$	21,030,293	$	3,269,370	$	24,299,663		1
2				Gas Cost				12,299,073		(535,381)		11,763,692		2
3			Operating Margin				$	8,731,220	$	3,804,751	$	12,535,971		3
								8,731,220		3,804,751		12,535,971
			Operating Expenses
4				Other Gas Supply			$	16,139	$		$	16,139		4
5				Distribution				1,678,353				1,678,353		5
6				Customer Accounts				592,473		2,598		595,071		6
7				Customer Service & Information				41,435				41,435		7
8				Sales				0				0		8
				Administrative and General
9					Northern California Division			280,974		51,840		332,815		9
10					System Allocable			664,403				664,403		10
				Depreciation and Amortization
11					Northern California Division			2,687,130				2,687,130		11
12					System Allocable			207,635				207,635		12
13				Taxes Other Than Income				514,241				514,241		13
				Escalation [1]								0
14					Labor			97,018				97,018		14
15					Other			25,984				25,984		15
				Income Taxes								0
16					State			(13,680)		331,528		317,848		16
17					Federal			(15,130)		1,196,575		1,181,445		17
18				Total Operating Expenses			$	6,776,975	$	1,582,540	$	8,359,516		18
19			Net Operating Income				$	1,954,245	$	2,216,928	$	4,171,173		19
			Rate Base
				Gas Plant in Service
20					Northern California Division		$	68,815,799	$	0	$	68,815,799		20
21					System Allocable			1,987,947		0		1,987,947		21
22				Total Gross Plant			$	70,803,746	$	0	$	70,803,746		22
				Accumulated Provision for
				Depreciation and Amortization
23					Northern California Division		$	17,889,666	$	0	$	17,889,666		23
24					System Allocable			1,168,895		0		1,168,895		24
				Total Accumulated Provision for
25				Depreciation and Amortization			$	19,058,561	$	0	$	19,058,561		25
26				Net Plant in Service			$	51,745,185	$	0	$	51,745,185		26
				Other Rate Base Items
27					Working Capital (add)		$	395,392	$	0	$	395,392		27
28					Customer Advances (deduct)			155,425		0		155,425		28
29					Deferred Taxes (deduct)			6,497,984		0		6,497,984		29
30				Total Other Rate Base Items			$	(6,258,017)	$	0	$	(6,258,017)		30
31			Total Rate Base				$	45,487,168	$	0	$	45,487,168		31
32			Rate of Return					4.30%				9.17%		32

(END OF APPENDIX D)