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[ X ]
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ANNUAL REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2016
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or
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number
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Registrant, Address and Telephone Number
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State of Incorporation
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I.R.S. Employer Identification Number
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1-16681
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Spire Inc.
700 Market Street
St. Louis, MO 63101
Telephone Number 314-342-0500
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Missouri
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74-2976504
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1-1822
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Laclede Gas Company
700 Market Street
St. Louis, MO 63101
Telephone Number 314-342-0500
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Missouri
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43-0368139
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2-38960
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Alabama Gas Corporation
2101 6th Avenue North
Birmingham, Alabama 35203
Telephone Number 205-326-8100
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Alabama
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63-0022000
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Title of each class
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Name of each exchange on which registered
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Spire Inc.
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Common Stock $1.00 par value
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New York Stock Exchange
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Laclede Gas Company
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None
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Not applicable
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Alabama Gas Corporation
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None
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Not Applicable
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Large
accelerated filer
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Accelerated filer
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Non-
accelerated filer
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Smaller
reporting company
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Spire Inc.
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X
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Laclede Gas Company
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X
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Alabama Gas Corporation
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X
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Spire Inc.
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Common Stock, par value $1.00 per share
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45,656,218
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Laclede Gas Company
|
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Common Stock, par value $1.00 per share (all owned by Spire Inc.)
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24,577
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Alabama Gas Corporation
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Common Stock, par value $0.01 per share (all owned by Spire Inc.)
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1,972,052
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TABLE OF CONTENTS
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Page
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Alabama Utilities
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Alagasco and Mobile Gas
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MGP
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Manufactured gas plant
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Alagasco
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Alabama Gas Corporation
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Missouri Utilities
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Laclede Gas Company (including MGE), the utilities serving the Missouri region
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AOCI
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Accumulated other comprehensive income or loss
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MMBtu
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Million British thermal units
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APSC
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Alabama Public Service Commission
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Mobile Gas
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Mobile Gas Service Corporation
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ASC
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Accounting Standards Codification
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MoPSC
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Missouri Public Service Commission
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ASU
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Accounting Standards Update
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MSPSC
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Mississippi Public Service Commission
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Bcf
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Billion cubic feet
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MRT
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Enable Mississippi River Transmission LLC
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BVCP
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Brownfields/Voluntary Cleanup Program
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NYSE
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New York Stock Exchange
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CCM
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Cost control mechanism
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NYMEX
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New York Mercantile Exchange, Inc.
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Degree days
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The average of a day’s high and low temperature below 65, subtracted from 65, multiplied by the number of days impacted
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O&M
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Operations and maintenance
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EnergySouth
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EnergySouth, Inc.
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OCI
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Other comprehensive income or loss
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EPA
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US Environmental Protection Agency
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OPC
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Missouri Office of the Public Counsel
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EPS
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Earnings per share
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OTCBB
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Over-the-counter bulletin board
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ESR
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Enhanced stability reserve
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PEPL
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Panhandle Eastern Pipe Line Company, LP
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FASB
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Financial Accounting Standards Board
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PGA
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Purchased gas adjustment
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FERC
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Federal Energy Regulatory Commission
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PRP
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Potential Responsible Party
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GAAP
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Accounting principles generally accepted in the United States of America
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REX
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Rockies Express Pipeline, LLC
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Gas Marketing
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Segment including LER, a subsidiary engaged in the non-regulated marketing of natural gas and related activities
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RSA
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Rate stabilization adjustment
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Gas Utility
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Segment including the regulated operations
of the Utilities
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RSE
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Rate stabilization and equalization
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GSA
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Gas supply adjustment
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SEC
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US Securities and Exchange Commission
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ICE
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Intercontinental Exchange
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Southern Natural Gas
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Southern Natural Gas Company, LLC
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ISRS
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Infrastructure system replacement
surcharge
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Southern Star
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Southern Star Central Gas Pipeline, Inc.
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Laclede Gas
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Laclede Gas Company, or Missouri Utilities
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TGIT
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Tallgrass Interstate Gas Transmission, LLC
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LER
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Laclede Energy Resources, Inc.
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TSR
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Total shareholder return
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LIBOR
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London Inter-Bank Offered Rate
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Transco
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Transcontinental Gas Pipe Line Company, LLC
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LNG
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Liquefied natural gas
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US
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United States
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MDNR
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Missouri Department of Natural Resources
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Utilities
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Laclede Gas Company, Alabama Gas Corporation and the subsidiaries of EnergySouth, Inc.
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MGE
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Missouri Gas Energy
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Willmut Gas
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Willmut Gas and Oil Company
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•
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Weather conditions and catastrophic events, particularly severe weather in the natural gas producing areas of the country;
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•
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Volatility in gas prices, particularly sudden and sustained changes in natural gas prices, including the related impact on margin deposits associated with the use of natural gas derivative instruments;
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•
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The impact of changes and volatility in natural gas prices on our competitive position in relation to suppliers of alternative heating sources, such as electricity;
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•
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Changes in gas supply and pipeline availability, including decisions by natural gas producers to reduce production or shut in producing natural gas wells, expiration of existing supply and transportation arrangements that are not replaced with contracts with similar terms and pricing, as well as other changes that impact supply for and access to the markets in which our subsidiaries transact business;
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•
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The recent acquisitions may not achieve their intended results, including anticipated cost savings;
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•
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Legislative, regulatory and judicial mandates and decisions, some of which may be retroactive, including those affecting
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•
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allowed rates of return
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•
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incentive regulation
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•
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industry structure
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•
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purchased gas adjustment provisions
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•
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rate design structure and implementation
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•
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regulatory assets
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•
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non-regulated and affiliate transactions
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•
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franchise renewals
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•
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environmental or safety matters, including the potential impact of legislative and regulatory actions related to climate change and pipeline safety
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•
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taxes
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•
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pension and other postretirement benefit liabilities and funding obligations
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•
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accounting standards;
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•
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The results of litigation;
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•
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The availability of and access to, in general, funds to meet our debt obligations prior to or when they become due and to fund our operations and necessary capital expenditures, either through (i) cash on hand, (ii) operating cash flow, or (iii) access to the capital or credit markets;
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•
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Retention of, ability to attract, ability to collect from, and conservation efforts of, customers;
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•
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Our ability to comply with all covenants in our indentures and credit facilities any violations of which, if not cured in a timely manner, could trigger a default of our obligation;
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•
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Capital and energy commodity market conditions, including the ability to obtain funds with reasonable terms for necessary capital expenditures and general operations and the terms and conditions imposed for obtaining sufficient gas supply;
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•
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Discovery of material weakness in internal controls; and
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•
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Employee workforce issues, including but not limited to labor disputes and future wage and employee benefit costs, including changes in discount rates and returns on benefit plan assets.
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(In millions)
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2016*
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2015
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2014**
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||||||
Gas Utility
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$
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1,457.2
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$
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1,891.8
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$
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1,462.6
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Gas Marketing and other
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80.1
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84.6
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164.6
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|||
Total Operating Revenues
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$
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1,537.3
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$
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1,976.4
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$
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1,627.2
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2016
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2015
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Common Stock Issuance
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2,185,000
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—
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Dividend Reinvestment and Stock Purchase Plan (DRIP)
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22,878
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31,166
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Equity Incentive Plan
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107,752
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125,441
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Total Shares Issued
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2,315,630
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156,607
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Gas Utility Operating Revenues
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(In millions)
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2016
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2015
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2014
|
|||||||
Residential
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$
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979.0
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$
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1,263.1
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$
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974.3
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Commercial & Industrial
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331.3
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462.3
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357.1
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||||
Interruptible
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2.0
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2.3
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2.1
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Transportation
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93.1
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92.2
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32.4
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Off-System and Other Incentive
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50.7
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76.2
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79.5
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||||
Provisions for Refunds and Other
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3.3
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(0.3
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)
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22.4
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||||
Total Gas Utility Operating Revenues
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$
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1,459.4
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$
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1,895.8
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$
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1,467.8
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|||||||
Gas Utility Therms Sold and Transported
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|||||||
(In millions)
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2016
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2015
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2014
|
|||||||
Residential
|
867.5
|
|
|
1,065.1
|
|
|
952.9
|
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||||
Commercial & Industrial
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420.4
|
|
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491.6
|
|
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435.6
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||||
Interruptible
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4.6
|
|
|
3.6
|
|
|
3.5
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|
||||
Transportation
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1,089.8
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|
|
989.0
|
|
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484.6
|
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||||
System Therms Sold and Transported
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2,382.3
|
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2,549.3
|
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1,876.6
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||||
Off-System
|
183.3
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|
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193.5
|
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125.8
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|
||||
Total Gas Utility Therms Sold and Transported
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2,565.6
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|
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2,742.8
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|
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2,002.4
|
|
||||
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|
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|
||||||
Gas Utility Customers
|
2016
|
|
2015
|
|
2014
|
|||||||
Residential
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1,540,366
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|
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1,434,584
|
|
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1,418,422
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|
||||
Commercial & Industrial
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137,450
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132,388
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|
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133,799
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||||
Interruptible
|
42
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|
|
18
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|
|
18
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|
||||
Transportation
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824
|
|
|
796
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|
|
795
|
|
||||
Total Gas Utility Customers
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1,678,682
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1,567,786
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1,553,034
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•
|
make it more difficult for Spire or Laclede Gas to pay or refinance their debts as they become due during adverse economic and industry conditions;
|
•
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limit Spire’s or Laclede Gas’ flexibility to pursue other strategic opportunities or react to changes in its business and the industry in which they operate and, consequently, place them at a competitive disadvantage to competitors with less debt;
|
•
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require an increased portion of Spire’s or Laclede Gas’ cash flows from operations of their respective subsidiaries to be used for debt service payments, thereby reducing the availability of their cash flows to fund working capital, capital expenditures, dividend payments and other general corporate activities;
|
•
|
result in a downgrade in the credit rating of Spire’s or the Utilities’ indebtedness, which could limit the Utilities’ ability to borrow additional funds or increase the interest rates applicable to Utilities’ indebtedness;
|
•
|
result in higher interest expense in the event of an increase in market interest rates for both long-term floating rate debt and short-term commercial paper or bank loans;
|
•
|
reduce the amount of credit available to support hedging activities; and
|
•
|
require that additional terms, conditions or covenants be placed on Spire or Laclede Gas.
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Name
|
Age
|
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Position with Company *
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Appointed
(1)
|
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S. Sitherwood
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56
|
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Spire
|
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President and Chief Executive Officer
|
February 2012
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President
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September 2011
|
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Laclede Gas
|
|
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Chairman of the Board
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January 2015
|
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Chairman of the Board and Chief Executive Officer
|
October 2012
|
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Chairman of the Board, Chief Executive Officer and President
|
February 2012
|
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Alagasco
|
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Chairman of the Board
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September 2014
|
|
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S. L. Lindsey
(2)
|
50
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Spire
|
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Executive Vice President, Chief Operating Officer, Distribution Operations
|
October 2012
|
|
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Laclede Gas
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Chief Executive Officer and President
|
January 2015
|
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President
|
October 2012
|
|
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|
|
|
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Alagasco
|
|
|
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Chief Executive Officer
|
September 2014
|
|
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|
|
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S. P. Rasche
|
56
|
|
Spire
|
|
|
|
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Executive Vice President, Chief Financial Officer
|
November 2013
|
|
|
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Senior Vice President, Chief Financial Officer
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October 2013
|
|
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Senior Vice President, Finance and Accounting
|
May 2012
|
|
|
|
|
|
|
|
|
Laclede Gas
|
|
|
|
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Chief Financial Officer
|
May 2012
|
|
|
|
Vice President, Finance
|
November 2009
|
|
|
|
|
|
|
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Alagasco
|
|
|
|
|
Chief Financial Officer
|
September 2014
|
|
|
|
|
|
M. C. Darrell
(3)
|
58
|
|
Spire
|
|
|
|
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Senior Vice President, General Counsel and Chief Compliance Officer
|
May 2012
|
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|
|
General Counsel
|
May 2004
|
|
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|
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Name
|
Age
|
|
Position with Company *
|
Appointed
(1)
|
|
|
|
|
|
L. C. Dowdy
(4)
|
60
|
|
Spire
|
|
|
|
|
Senior Vice President, External Affairs, Corporate Communications and Marketing
|
January 2014
|
|
|
|
|
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M. C. Geiselhart
|
57
|
|
Spire
|
|
|
|
|
Senior Vice President, Strategic Planning and Corporate Development
|
January 2015
|
|
|
|
Vice President, Strategic Planning and Corporate Development
|
February 2014
|
|
|
|
Vice President, Strategic Development and Planning
|
August 2006
|
|
|
|
|
|
K. A. Smith
|
58
|
|
Alagasco
|
|
|
|
|
President
|
April 2015
|
|
|
|
Vice President, System Integrity
|
August 2011
|
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|
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Vice President, Operations
|
January 2008
|
*
|
The information provided relates to the Company and its principal subsidiaries. Many of the executive officers have served or currently serve as officers or directors for other subsidiaries of the Company.
|
(1)
|
Officers of Spire are normally reappointed by the Board of Directors in November of each year. Officers of Laclede Gas and Alagasco are normally reappointed by the Board of Directors in January of each year.
|
(2)
|
Mr. Lindsey served as Senior Vice President, Southern Operations of AGL Resources, Inc. and President of its Atlanta Gas Light, Chattanooga Gas and Florida City Gas subsidiaries from December 2011 to October 2012. He also served as Vice President and General Manager of Atlanta Gas Light and Chattanooga Gas from 2005 to 2011.
|
(3)
|
Mr. Darrell served as Senior Vice President and General Counsel of Laclede Gas from October 2007 to July 2012.
|
(4)
|
Mr. Dowdy served as Partner at the law firm McKenna Long & Aldridge LLP until December 2013. He also served as Senior Vice President of Laclede Gas from January 2014 to January 2015.
|
|
2016
|
|
2015
|
||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
1st Quarter
|
$
|
61.04
|
|
|
$
|
53.86
|
|
|
$
|
55.22
|
|
|
$
|
46.00
|
|
2nd Quarter
|
68.79
|
|
|
57.10
|
|
|
55.75
|
|
|
49.07
|
|
||||
3rd Quarter
|
70.87
|
|
|
61.00
|
|
|
54.32
|
|
|
50.04
|
|
||||
4th Quarter
|
71.21
|
|
|
61.96
|
|
|
56.31
|
|
|
49.66
|
|
|
2016
|
|
2015
|
||||
1st Quarter
|
$
|
0.49
|
|
|
$
|
0.46
|
|
2nd Quarter
|
0.49
|
|
|
0.46
|
|
||
3rd Quarter
|
0.49
|
|
|
0.46
|
|
||
4th Quarter
|
0.49
|
|
|
0.46
|
|
|
2016
|
2015
|
||||
1st Quarter
|
$
|
864.30
|
|
$
|
808.84
|
|
2nd Quarter
|
866.20
|
|
810.93
|
|
||
3rd Quarter
|
909.86
|
|
810.71
|
|
||
4th Quarter
|
569.64
|
|
811.21
|
|
Date of Sale
|
Aggregate Purchase Price (In millions)
|
|
Number of Shares
|
|||
|
|
|
|
|||
2014
|
|
|
|
|||
December 10, 2013
|
$
|
0.3
|
|
|
9
|
|
February 6, 2014
|
0.4
|
|
|
9
|
|
|
May 12, 2014
|
0.4
|
|
|
10
|
|
|
|
|
|
|
|||
2015, 2016 (
1)
|
—
|
|
|
—
|
|
|
2016
|
2015
|
||||
1st Quarter
|
$
|
3.80
|
|
$
|
—
|
|
2nd Quarter
|
4.06
|
|
—
|
|
||
3rd Quarter
|
4.06
|
|
—
|
|
||
4th Quarter
|
4.06
|
|
—
|
|
|
Fiscal Years Ended September 30
|
||||||||||||||||||
(Dollars in millions, except per share amounts)
|
2016
(1)
|
|
2015
|
|
2014
(2)
|
|
2013
(3)
|
|
2012
|
||||||||||
Statements of Income data
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Operating Revenues
|
$
|
1,537.3
|
|
|
$
|
1,976.4
|
|
|
$
|
1,627.2
|
|
|
$
|
1,017.0
|
|
|
$
|
1,125.5
|
|
Net Income
|
144.2
|
|
|
136.9
|
|
|
84.6
|
|
|
52.8
|
|
|
62.6
|
|
|||||
Common Stock data
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted Earnings Per Share of Common Stock
|
$
|
3.24
|
|
|
$
|
3.16
|
|
|
$
|
2.35
|
|
|
$
|
2.02
|
|
|
$
|
2.79
|
|
Dividends Declared Per Share of Common Stock
|
1.96
|
|
|
1.84
|
|
|
1.76
|
|
|
1.70
|
|
|
1.66
|
|
|||||
Balance Sheet data
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Assets
|
$
|
6,077.4
|
|
|
$
|
5,290.2
|
|
|
$
|
5,074.0
|
|
|
$
|
3,125.4
|
|
|
$
|
1,880.3
|
|
Long-Term Debt (less current portion)
|
1,833.7
|
|
|
1,771.5
|
|
|
1,851.0
|
|
|
912.7
|
|
|
339.4
|
|
|||||
Net Economic Earnings data
(4)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income (GAAP)
|
$
|
144.2
|
|
|
$
|
136.9
|
|
|
$
|
84.6
|
|
|
$
|
52.8
|
|
|
$
|
62.6
|
|
Unrealized (gain) loss on energy-related derivatives
|
(0.1
|
)
|
|
(2.8
|
)
|
|
(1.6
|
)
|
|
1.0
|
|
|
(0.5
|
)
|
|||||
Lower of cost or market inventory adjustments
|
0.2
|
|
|
0.4
|
|
|
(1.1
|
)
|
|
1.4
|
|
|
—
|
|
|||||
Realized (gain) loss on economic hedges prior to the sale of the physical commodity
|
(1.6
|
)
|
|
2.4
|
|
|
(0.4
|
)
|
|
—
|
|
|
0.3
|
|
|||||
Acquisition, divestiture and restructuring activities
|
9.2
|
|
|
9.8
|
|
|
29.5
|
|
|
17.3
|
|
|
0.2
|
|
|||||
Gain on sale of property
|
—
|
|
|
(7.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income tax effect of adjustments
|
(2.8
|
)
|
|
(0.8
|
)
|
|
(10.9
|
)
|
|
(7.6
|
)
|
|
—
|
|
|||||
Net Economic Earnings (Non-GAAP)
|
$
|
149.1
|
|
|
$
|
138.3
|
|
|
$
|
100.1
|
|
|
$
|
64.9
|
|
|
$
|
62.6
|
|
Diluted Earnings per Share of Common Stock:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Income (GAAP)
|
$
|
3.24
|
|
|
$
|
3.16
|
|
|
$
|
2.35
|
|
|
$
|
2.02
|
|
|
$
|
2.79
|
|
Unrealized (gain) loss on energy-related derivatives
|
—
|
|
|
(0.07
|
)
|
|
(0.04
|
)
|
|
0.04
|
|
|
(0.02
|
)
|
|||||
Lower of cost or market inventory adjustments
|
0.01
|
|
|
0.01
|
|
|
(0.03
|
)
|
|
0.05
|
|
|
—
|
|
|||||
Realized (gain) loss on economic hedges prior to the sale of the physical commodity
|
(0.04
|
)
|
|
0.06
|
|
|
(0.01
|
)
|
|
—
|
|
|
0.01
|
|
|||||
Acquisition, divestiture and restructuring activities
|
0.21
|
|
|
0.23
|
|
|
0.82
|
|
|
0.67
|
|
|
0.01
|
|
|||||
Gain on sale of property
|
—
|
|
|
(0.18
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income tax effect of adjustments
|
(0.06
|
)
|
|
(0.02
|
)
|
|
(0.31
|
)
|
|
(0.29
|
)
|
|
—
|
|
|||||
Weighted average shares adjustment
|
0.06
|
|
|
—
|
|
|
0.27
|
|
|
0.38
|
|
|
—
|
|
|||||
Net Economic Earnings (Non-GAAP)
|
$
|
3.42
|
|
|
$
|
3.19
|
|
|
$
|
3.05
|
|
|
$
|
2.87
|
|
|
$
|
2.79
|
|
•
|
the Utilities’ ability to recover the costs of purchasing and distributing natural gas from their customers;
|
•
|
the impact of weather and other factors, such as customer conservation, on revenues and expenses;
|
•
|
changes in the regulatory environment at the federal, state, and local levels, as well as decisions by regulators, that impact the Utilities’ ability to earn its authorized rate of return in all service territories they serve;
|
•
|
the Utilities’ ability to access credit markets and maintain working capital sufficient to meet operating requirements;
|
•
|
the effect of natural gas price volatility on the business; and
|
•
|
the ability to integrate the operations of all acquisitions.
|
•
|
the risks of competition;
|
•
|
fluctuations in natural gas prices;
|
•
|
new national infrastructure projects;
|
•
|
the ability to procure firm transportation and storage services at reasonable rates;
|
•
|
credit and/or capital market access;
|
•
|
counterparty risks; and
|
•
|
the effect of natural gas price volatility on the business.
|
|
Customer Share
|
Company Share
|
Eastern Missouri
|
|
|
First $2.0* of pre-tax income
|
100%
|
—%
|
Next $2.0 of pre-tax income
|
80%
|
20%
|
Next $2.0 of pre-tax income
|
75%
|
25%
|
Amounts of pre-tax income exceeding $6.0
|
70%
|
30%
|
* Customer share reverts to 85% and company share reverts to 15% in 2017.
|
||
Western Missouri
|
|
|
First $1.2 of pre-tax income
|
85%
|
15%
|
Next $1.2 of pre-tax income
|
80%
|
20%
|
Next $1.2 of pre-tax income
|
75%
|
25%
|
Amounts of pre-tax income exceeding $3.6
|
70%
|
30%
|
•
|
unallocated corporate costs, including certain debt and associated interest costs,
|
•
|
Laclede Pipeline Company, a subsidiary of Spire which operates a propane pipeline under Federal Energy Regulatory Commission (FERC) jurisdiction,
|
•
|
Spire STL Pipeline, a subsidiary of Spire planning construction of a 70-mile FERC-regulated pipeline to deliver natural gas into eastern Missouri, and
|
•
|
Spire’s subsidiaries that are engaged in compression of natural gas and risk management, among other activities. All subsidiaries are wholly owned.
|
•
|
Net unrealized gains and losses on energy-related derivatives that are required by GAAP fair value accounting associated with current changes in the fair value of financial and physical transactions prior to their completion and settlement. These unrealized gains and losses result primarily from two sources:
|
1)
|
changes in the fair values of physical and/or financial derivatives prior to the period of settlement; and,
|
2)
|
ineffective portions of accounting hedges, required to be recorded in earnings prior to settlement, due to differences in commodity price changes between the locations of the forecasted physical purchase or sale transactions and the locations of the underlying hedge instruments;
|
•
|
Lower of cost or market adjustments to the carrying value of commodity inventories resulting when the market price of the commodity falls below its original cost, to the extent that those commodities are economically hedged; and
|
•
|
Realized gains and losses resulting from the settlement of economic hedges prior to the sale of the physical commodity.
|
|
|
Gas Utility
|
|
Gas Marketing
|
|
Other
|
|
Consol-idated
|
|
Per Diluted Share
|
||||||||||
Year Ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Net Income (Loss) (GAAP)
|
$
|
159.0
|
|
|
$
|
7.1
|
|
|
$
|
(21.9
|
)
|
|
$
|
144.2
|
|
|
$
|
3.24
|
|
|
Adjustments, pre-tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Unrealized (gain) loss on energy-related derivatives
|
(0.3
|
)
|
|
0.2
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|||||
|
Lower of cost or market inventory adjustments
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
0.01
|
|
|||||
|
Realized gain on economic hedges prior
to the sale of the physical commodity
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
(1.6
|
)
|
|
(0.04
|
)
|
|||||
|
Acquisition, divestiture and restructuring activities
|
2.3
|
|
|
—
|
|
|
6.9
|
|
|
9.2
|
|
|
0.21
|
|
|||||
|
Income tax effect of adjustments*
|
(0.7
|
)
|
|
0.5
|
|
|
(2.6
|
)
|
|
(2.8
|
)
|
|
(0.06
|
)
|
|||||
|
Weighted average shares adjustment**
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.06
|
|
|||||
|
Net Economic Earnings (Loss) (Non-GAAP)
|
$
|
160.3
|
|
|
$
|
6.4
|
|
|
$
|
(17.6
|
)
|
|
$
|
149.1
|
|
|
$
|
3.42
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Net Income (Loss) (GAAP)
|
$
|
153.3
|
|
|
$
|
4.1
|
|
|
$
|
(20.5
|
)
|
|
$
|
136.9
|
|
|
$
|
3.16
|
|
|
Adjustments, pre-tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Unrealized gain on energy-related derivatives
|
(0.1
|
)
|
|
(2.7
|
)
|
|
—
|
|
|
(2.8
|
)
|
|
(0.07
|
)
|
|||||
|
Lower of cost or market inventory adjustments
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
0.01
|
|
|||||
|
Realized loss on economic hedges prior
to the sale of the physical commodity
|
—
|
|
|
2.4
|
|
|
—
|
|
|
2.4
|
|
|
0.06
|
|
|||||
|
Acquisition, divestiture and restructuring activities
|
3.1
|
|
|
—
|
|
|
6.7
|
|
|
9.8
|
|
|
0.23
|
|
|||||
|
Gain on sale of property
|
(7.6
|
)
|
|
—
|
|
|
—
|
|
|
(7.6
|
)
|
|
(0.18
|
)
|
|||||
|
Income tax effect of adjustments*
|
1.7
|
|
|
—
|
|
|
(2.5
|
)
|
|
(0.8
|
)
|
|
(0.02
|
)
|
|||||
|
Net Economic Earnings (Loss) (Non-GAAP)
|
$
|
150.4
|
|
|
$
|
4.2
|
|
|
$
|
(16.3
|
)
|
|
$
|
138.3
|
|
|
$
|
3.19
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Net Income (Loss) (GAAP)
|
$
|
87.1
|
|
|
$
|
12.2
|
|
|
$
|
(14.7
|
)
|
|
$
|
84.6
|
|
|
$
|
2.35
|
|
|
Adjustments, pre-tax:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Unrealized loss (gain) on energy-related derivatives
|
0.2
|
|
|
(1.8
|
)
|
|
—
|
|
|
(1.6
|
)
|
|
(0.04
|
)
|
|||||
|
Lower of cost or market inventory adjustments
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
(1.1
|
)
|
|
(0.03
|
)
|
|||||
|
Realized gain on economic hedges prior
to the sale of the physical commodity
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
(0.01
|
)
|
|||||
|
Acquisition, divestiture and restructuring activities
|
10.7
|
|
|
—
|
|
|
18.8
|
|
|
29.5
|
|
|
0.82
|
|
|||||
|
Income tax effect of adjustments*
|
(5.2
|
)
|
|
1.3
|
|
|
(7.0
|
)
|
|
(10.9
|
)
|
|
(0.31
|
)
|
|||||
|
Weighted average shares adjustment***
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.27
|
|
|||||
|
Net Economic Earnings (Non-GAAP)
|
$
|
92.8
|
|
|
$
|
10.2
|
|
|
$
|
(2.9
|
)
|
|
$
|
100.1
|
|
|
$
|
3.05
|
|
*
|
Income tax effect is calculated by applying federal, state, and local income tax rates applicable to ordinary income to the amounts of the pre-tax reconciling items.
|
**
|
2016 net economic earnings per share excludes the impact of the May 2016 equity offerings to fund the acquisition of EnergySouth. The weighted average diluted shares used in the net economic earnings per share calculation for the fiscal year ended September 30, 2016 was 43.5 compared to 44.3 in the GAAP EPS calculation.
|
***
|
2014 net economic earnings per share excludes the impact of the June 2014 equity offerings to fund the acquisition of Alagasco. The weighted average diluted shares used in the net economic earnings per share calculation for the fiscal year ended September 30, 2014 was 32.7 compared to 35.9 in the GAAP EPS calculation.
|
|
Gas
Utility
|
|
Gas Marketing
|
|
Other
|
|
Eliminations
|
|
Consolidated
|
|||||||||||
Year Ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Operating Revenues
|
$
|
1,459.4
|
|
|
$
|
78.5
|
|
|
$
|
4.8
|
|
|
$
|
(5.4
|
)
|
|
$
|
1,537.3
|
|
|
Natural and propane gas expense
|
539.7
|
|
|
60.7
|
|
|
0.2
|
|
|
(3.0
|
)
|
|
597.6
|
|
|||||
|
Gross receipts tax expense
|
75.3
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
75.4
|
|
|||||
|
Operating margin (non-GAAP)
|
844.4
|
|
|
17.7
|
|
|
4.6
|
|
|
(2.4
|
)
|
|
864.3
|
|
|||||
|
Depreciation and amortization
|
136.9
|
|
|
0.1
|
|
|
0.5
|
|
|
—
|
|
|
137.5
|
|
|||||
|
Other operating expenses
|
429.2
|
|
|
5.8
|
|
|
11.9
|
|
|
(2.4
|
)
|
|
444.5
|
|
|||||
|
Operating income (loss) (GAAP)
|
$
|
278.3
|
|
|
$
|
11.8
|
|
|
$
|
(7.8
|
)
|
|
$
|
—
|
|
|
$
|
282.3
|
|
|
Gas
Utility |
|
Gas Marketing
|
|
Other
|
|
Eliminations
|
|
Consolidated
|
|||||||||||
Year Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Operating revenues
|
$
|
1,895.8
|
|
|
$
|
153.4
|
|
|
$
|
3.7
|
|
|
$
|
(76.5
|
)
|
|
$
|
1,976.4
|
|
|
Natural and propane gas expense
|
957.6
|
|
|
140.5
|
|
|
0.3
|
|
|
(75.5
|
)
|
|
1,022.9
|
|
|||||
|
Gross receipts tax expense
|
96.1
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
96.3
|
|
|||||
|
Operating margin (non-GAAP)
|
842.1
|
|
|
12.7
|
|
|
3.4
|
|
|
(1.0
|
)
|
|
857.2
|
|
|||||
|
Depreciation and amortization
|
129.9
|
|
|
0.3
|
|
|
0.6
|
|
|
—
|
|
|
130.8
|
|
|||||
|
Other operating expenses
|
437.6
|
|
|
5.6
|
|
|
11.7
|
|
|
(1.0
|
)
|
|
453.9
|
|
|||||
|
Operating income (loss) (GAAP)
|
$
|
274.6
|
|
|
$
|
6.8
|
|
|
$
|
(8.9
|
)
|
|
$
|
—
|
|
|
$
|
272.5
|
|
|
Gas
Utility |
|
Gas Marketing
|
|
Other
|
|
Eliminations
|
|
Consolidated
|
|||||||||||
Year Ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Operating revenues
|
$
|
1,467.8
|
|
|
$
|
246.6
|
|
|
$
|
3.8
|
|
|
$
|
(91.0
|
)
|
|
$
|
1,627.2
|
|
|
Natural and propane gas expense
|
821.8
|
|
|
220.4
|
|
|
—
|
|
|
(90.2
|
)
|
|
952.0
|
|
|||||
|
Gross receipts tax expense
|
75.2
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
75.4
|
|
|||||
|
Operating margin (non-GAAP)
|
570.8
|
|
|
26.0
|
|
|
3.8
|
|
|
(0.8
|
)
|
|
599.8
|
|
|||||
|
Depreciation and amortization
|
82.4
|
|
|
0.4
|
|
|
0.5
|
|
|
—
|
|
|
83.3
|
|
|||||
|
Other operating expenses
|
325.5
|
|
|
5.4
|
|
|
20.0
|
|
|
(0.8
|
)
|
|
350.1
|
|
|||||
|
Operating income (loss) (GAAP)
|
$
|
162.9
|
|
|
$
|
20.2
|
|
|
$
|
(16.7
|
)
|
|
$
|
—
|
|
|
$
|
166.4
|
|
Lower wholesale gas costs passed on to customers
|
$
|
(262.8
|
)
|
Lower system sales volumes
|
(147.4
|
)
|
|
Missouri Utilities - Lower off-system sales and capacity release
|
(25.3
|
)
|
|
Lower gross receipts tax
|
(21.8
|
)
|
|
Missouri Utilities - Higher Infrastructure System Replacement Surcharge (ISRS) charges
|
13.8
|
|
|
Alagasco - Lower Rate Stabilization and Equalization (RSE) revenue adjustments
|
4.5
|
|
|
New customer revenue from EnergySouth acquisition
|
3.3
|
|
|
All other
|
(0.7
|
)
|
|
Total Variation
|
$
|
(436.4
|
)
|
Lower system sales volumes
|
$
|
(18.0
|
)
|
Missouri Utilities - Higher Infrastructure System Replacement Surcharge (ISRS) charges
|
13.8
|
|
|
Alagasco - Lower Rate Stabilization and Equalization (RSE) revenue adjustments
|
4.5
|
|
|
Operating margin from EnergySouth acquisition
|
2.2
|
|
|
All other
|
(0.2
|
)
|
|
Total Variation
|
$
|
2.3
|
|
Year ended September 30,
|
2016
|
|
2015
|
||||
Operating revenues
|
$
|
1,087.5
|
|
|
$
|
1,416.6
|
|
Natural and propane gas expense
|
471.3
|
|
|
786.1
|
|
||
Gross receipts tax expense
|
57.4
|
|
|
73.5
|
|
||
Operating margin (non-GAAP)
|
558.8
|
|
|
557.0
|
|
||
Depreciation and amortization
|
88.6
|
|
|
82.6
|
|
||
Other operating expenses
|
283.3
|
|
|
289.0
|
|
||
Operating income (GAAP)
|
$
|
186.9
|
|
|
$
|
185.4
|
|
Net Income
|
$
|
105.9
|
|
|
$
|
105.3
|
|
Year ended September 30,
|
2016
|
|
2015
|
||||
Operating revenues
|
$
|
368.5
|
|
|
$
|
479.2
|
|
Natural gas expense
|
67.3
|
|
|
171.5
|
|
||
Gross receipts tax expense
|
17.9
|
|
|
22.6
|
|
||
Operating margin (non-GAAP)
|
283.3
|
|
|
285.1
|
|
||
Depreciation and amortization
|
47.8
|
|
|
47.3
|
|
||
Other operating expenses
|
144.0
|
|
|
148.6
|
|
||
Operating income (GAAP)
|
$
|
91.5
|
|
|
$
|
89.2
|
|
Net Income
|
$
|
53.2
|
|
|
$
|
48.0
|
|
New customer revenue from Alagasco acquisition
|
$
|
459.5
|
|
Variance due to Missouri Utilities:
|
|
||
Lower system volumes and off-system pricing
|
(42.2
|
)
|
|
Base rate increases and Infrastructure System Replacement Surcharge (ISRS) charges
|
10.9
|
|
|
Higher wholesale gas prices passed to customers
|
7.1
|
|
|
Higher optimization of assets in the prior year
|
(6.2
|
)
|
|
Lower gross receipts tax
|
(1.8
|
)
|
|
All other variance
|
0.7
|
|
|
Total Variation
|
$
|
428.0
|
|
Operating margin from Alagasco
|
$
|
270.3
|
|
Variance due to Missouri Utilities:
|
|
||
Base rate increases and ISRS charges
|
10.9
|
|
|
Lower system volumes and off-system pricing
|
(8.3
|
)
|
|
Higher optimization of assets in the prior year
|
(3.1
|
)
|
|
All other variance
|
1.5
|
|
|
Total Variation
|
$
|
271.3
|
|
Pension Plan Benefits:
|
|
|
|
|
|
|
|||||
Actuarial Assumptions
|
|
Increase/ (Decrease)
|
|
Estimated Increase/ (Decrease) to Projected Benefit Obligation
|
|
Estimated Increase/ (Decrease) to Annual Net Pension Cost*
|
|||||
Discount Rate
|
|
0.25
|
%
|
|
$
|
(19.5
|
)
|
|
$
|
0.4
|
|
|
|
(0.25
|
)%
|
|
20.5
|
|
|
(0.4
|
)
|
||
Rate of Future Compensation Increase
|
|
0.25
|
%
|
|
7.3
|
|
|
0.5
|
|
||
|
|
(0.25
|
)%
|
|
(7.1
|
)
|
|
(0.5
|
)
|
||
Expected Return on Plan Assets
|
|
0.25
|
%
|
|
—
|
|
|
(1.2
|
)
|
||
|
|
(0.25
|
)%
|
|
—
|
|
|
1.2
|
|
Postretirement Benefits:
|
|
|
|
|
|
|
|||||
Actuarial Assumptions
|
|
Increase/ (Decrease)
|
|
Estimated Increase/ (Decrease) to Projected Postretirement Benefit Obligation
|
|
Estimated Increase/ (Decrease) to Annual Net Postretirement Benefit Cost*
|
|||||
Discount Rate
|
|
0.25
|
%
|
|
$
|
(5.6
|
)
|
|
$
|
—
|
|
|
|
(0.25
|
)%
|
|
5.8
|
|
|
—
|
|
||
Expected Return on Plan Assets
|
|
0.25
|
%
|
|
—
|
|
|
(0.6
|
)
|
||
|
|
(0.25
|
)%
|
|
—
|
|
|
0.6
|
|
||
Annual Medical Cost Trend
|
|
1.00
|
%
|
|
11.0
|
|
|
1.5
|
|
||
|
|
(1.00
|
)%
|
|
(10.2
|
)
|
|
(1.4
|
)
|
Cash Flow Summary
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash provided by operating activities
|
$
|
328.3
|
|
|
$
|
322.4
|
|
|
$
|
122.6
|
|
Net cash used in investing activities
|
(612.7
|
)
|
|
(298.7
|
)
|
|
(1,437.6
|
)
|
|||
Net cash provided by (used in) financing activities
|
275.8
|
|
|
(26.0
|
)
|
|
1,278.1
|
|
|
Laclede Gas
Commercial Paper Borrowings
|
Spire*
Bank Line Borrowings |
Alagasco
Bank Line Borrowings
|
Total Short-Term Borrowings
|
Year Ended September 30, 2016
|
|
|
|
|
Weighted average borrowings outstanding
|
$201.0
|
$42.7
|
$30.2
|
$273.9
|
Weighted average interest rate
|
0.7%
|
1.6%
|
1.4%
|
0.9%
|
Range of borrowings outstanding
|
$43.0 - $307.2
|
$0.0 - $82.0
|
$0.0 - $82.0
|
$73.1 - $427.2
|
As of September 30, 2016
|
|
|
|
|
Borrowings outstanding at end of period
|
$243.7
|
$73.0
|
$82.0
|
$398.7
|
Weighted average interest rate
|
0.8%
|
1.8%
|
1.5%
|
1.1%
|
Year Ended September 30, 2015
|
|
|
|
|
Weighted average borrowings outstanding
|
$212.7
|
$65.6
|
$22.3
|
$300.6
|
Weighted average interest rate
|
0.4%
|
1.4%
|
1.1%
|
0.7%
|
Range of borrowings outstanding
|
$ 102.1 - $341.0
|
$32.5 - $80.0
|
$0.0 - $69.5
|
$180.1 - $488.5
|
As of September 30, 2015
|
|
|
|
|
Borrowings outstanding at end of period
|
$233.0
|
$74.0
|
$31.0
|
$338.0
|
Weighted average interest rate
|
0.5%
|
1.5%
|
1.2%
|
0.8%
|
|
|
|
Payments due by period
|
||||||||||||||||
Contractual Obligations
|
Total
|
|
Less than
1 Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More than
5 Years
|
||||||||||
Principal Payments on Long-Term Debt
|
$
|
2,085.8
|
|
|
$
|
250.0
|
|
|
$
|
280.0
|
|
|
$
|
95.0
|
|
|
$
|
1,460.8
|
|
Interest Payments on Long-Term Debt (a)
|
1,068.3
|
|
|
79.7
|
|
|
142.7
|
|
|
125.6
|
|
|
720.3
|
|
|||||
Operating Leases (b)
|
90.9
|
|
|
10.5
|
|
|
14.7
|
|
|
12.3
|
|
|
53.4
|
|
|||||
Purchase Obligations – Natural Gas (c)
|
1,647.8
|
|
|
924.9
|
|
|
460.0
|
|
|
146.2
|
|
|
116.7
|
|
|||||
Purchase Obligations – Other (d)
|
112.2
|
|
|
66.9
|
|
|
36.1
|
|
|
8.8
|
|
|
0.4
|
|
|||||
Asset Retirement Obligations
|
206.4
|
|
|
5.2
|
|
|
8.9
|
|
|
12.5
|
|
|
179.8
|
|
|||||
Other Long-Term Liabilities
|
6.1
|
|
|
3.9
|
|
|
2.2
|
|
|
—
|
|
|
—
|
|
|||||
Total (e)
|
$
|
5,217.5
|
|
|
$
|
1,341.1
|
|
|
$
|
944.6
|
|
|
$
|
400.4
|
|
|
$
|
2,531.4
|
|
(a)
|
Includes interest payments over the terms of the debt and payments on related stock purchase contracts. Interest is calculated using the applicable interest rate or forward interest rate curve at
September 30, 2016
and outstanding principal for each instrument with the terms ending at each instrument’s stated maturity. See
Note 6
, Long-Term Debt, of the Notes to Financial Statements. Does not reflect Spire’s ability to defer quarterly interest and contract adjustment payments related to its equity units, as discussed in
Note 5
, Stockholders’ Equity.
|
(b)
|
Lease obligations are primarily for office space, vehicles, and power operated equipment. Additional payments will be incurred if renewal options are exercised under the provisions of certain agreements.
|
(c)
|
These purchase obligations represent the minimum payments required under existing natural gas transportation and storage contracts and natural gas supply agreements in the Gas Utility and Gas Marketing segments. These amounts reflect fixed obligations as well as obligations to purchase natural gas at future market prices, calculated using
September 30, 2016
forward market prices. Each of the Utilities generally recovers costs related to its purchases, transportation, and storage of natural gas through the operation of its PGA clause or GSA rider, subject to prudence review by the appropriate regional public service commission. Variations in the timing of collections of gas costs from customers may affect short-term cash requirements. Additional contractual commitments are generally entered into prior to or during the heating season.
|
(d)
|
These purchase obligations primarily reflect miscellaneous agreements for the purchase of materials and the procurement of services necessary for normal operations.
|
(e)
|
Long-term liabilities associated with unrecognized tax benefits, totaling
$10.0
, have been excluded from the table above because the timing of future cash outflows, if any, cannot be reasonably estimated. Also, commitments related to pension and postretirement benefit plans have been excluded from the table above. The Company expects to contribute $29.0 to its qualified, trusteed pension plans and $0.6 to its non-qualified pension plans during fiscal year 2017. With regard to the postretirement benefits, the Company anticipates it will contribute $10.3 to the qualified trusts and $0.4 directly to participants from Laclede Gas funds during fiscal year 2017. For further discussion of the Company’s pension and postretirement benefit plans, refer to
Note 13
, Pension Plans and Other Postretirement Benefits, of the Notes to Financial Statements.
|
|
Derivative
Fair
Values
|
|
Cash
Margin
|
|
Derivatives
and Cash
Margin
|
||||||
Net balance of derivative assets at September 30, 2015
|
$
|
5.5
|
|
|
$
|
(1.6
|
)
|
|
$
|
3.9
|
|
Changes in fair value
|
1.4
|
|
|
—
|
|
|
1.4
|
|
|||
Settlements/purchases - net
|
(8.2
|
)
|
|
—
|
|
|
(8.2
|
)
|
|||
Changes in cash margin
|
—
|
|
|
5.7
|
|
|
5.7
|
|
|||
Net balance of derivative assets at September 30, 2016
|
$
|
(1.3
|
)
|
|
$
|
4.1
|
|
|
$
|
2.8
|
|
|
As of September 30, 2016
|
||||||||||||||
Maturity by Fiscal Year
|
Total
|
|
2017
|
|
2018
|
|
2019
|
||||||||
Fair values of exchange-traded/cleared natural gas derivatives - net
|
$
|
(3.6
|
)
|
|
$
|
(3.4
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
Fair values of basis swaps - net
|
2.3
|
|
|
1.9
|
|
|
0.3
|
|
|
0.1
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Position volumes:
|
|
|
|
|
|
|
|
||||||||
MMBtu – net (short) long futures/swap/option positions
|
(8.4
|
)
|
|
(7.6
|
)
|
|
(0.8
|
)
|
|
—
|
|
||||
MMBtu - net (short) long basis swap positions
|
3.6
|
|
|
4.7
|
|
|
1.1
|
|
|
(2.2
|
)
|
Net balance of derivative assets at September 30, 2015
|
$
|
(0.5
|
)
|
Changes in fair value
|
12.2
|
|
|
Settlements
|
(5.4
|
)
|
|
Net balance of derivative assets at September 30, 2016
|
$
|
6.3
|
|
Item 8. Financial Statements and Supplementary Data
|
|
||
|
|
|
Page
|
|
|
|
|
|
|
||
|
|
||
|
|
|
|
|
|
Financial Statements:
|
|
|
|
Spire Inc. (for years ended September 30, 2016, 2015, and 2014)
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
Laclede Gas Company (for years ended September 30, 2016, 2015, and 2014)
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
Alabama Gas Corporation (for the years ended September 30, 2016, September 30, 2015, and the nine months ended September 30, 2014)
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
Notes to Financial Statements
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
SPIRE INC.
|
|||||||||||
CONSOLIDATED STATEMENTS OF INCOME
|
|||||||||||
(In millions, except per share amounts)
|
|
|
|
|
|
||||||
Years Ended September 30
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Revenues:
|
|
|
|
|
|
||||||
Gas Utility
|
$
|
1,457.2
|
|
|
$
|
1,891.8
|
|
|
$
|
1,462.6
|
|
Gas Marketing and other
|
80.1
|
|
|
84.6
|
|
|
164.6
|
|
|||
Total Operating Revenues
|
1,537.3
|
|
|
1,976.4
|
|
|
1,627.2
|
|
|||
Operating Expenses:
|
|
|
|
|
|
||||||
Gas Utility
|
|
|
|
|
|
||||||
Natural and propane gas
|
492.2
|
|
|
882.4
|
|
|
731.7
|
|
|||
Other operation and maintenance expenses
|
377.5
|
|
|
390.6
|
|
|
287.8
|
|
|||
Depreciation and amortization
|
136.9
|
|
|
129.9
|
|
|
82.4
|
|
|||
Taxes, other than income taxes
|
125.2
|
|
|
142.1
|
|
|
112.0
|
|
|||
Total Gas Utility Operating Expenses
|
1,131.8
|
|
|
1,545.0
|
|
|
1,213.9
|
|
|||
Gas Marketing and other
|
123.2
|
|
|
158.9
|
|
|
246.9
|
|
|||
Total Operating Expenses
|
1,255.0
|
|
|
1,703.9
|
|
|
1,460.8
|
|
|||
Operating Income
|
282.3
|
|
|
272.5
|
|
|
166.4
|
|
|||
Other Income and (Income Deductions) – Net
|
8.6
|
|
|
1.2
|
|
|
(3.3
|
)
|
|||
Interest Charges:
|
|
|
|
|
|
||||||
Interest on long-term debt
|
67.6
|
|
|
66.6
|
|
|
39.3
|
|
|||
Other interest charges
|
9.6
|
|
|
8.0
|
|
|
6.9
|
|
|||
Total Interest Charges
|
77.2
|
|
|
74.6
|
|
|
46.2
|
|
|||
Income Before Income Taxes
|
213.7
|
|
|
199.1
|
|
|
116.9
|
|
|||
Income Tax Expense
|
69.5
|
|
|
62.2
|
|
|
32.3
|
|
|||
Net Income
|
$
|
144.2
|
|
|
$
|
136.9
|
|
|
$
|
84.6
|
|
Weighted Average Number of Common Shares Outstanding:
|
|
|
|
|
|
||||||
Basic
|
44.1
|
|
|
43.2
|
|
|
35.8
|
|
|||
Diluted
|
44.3
|
|
|
43.3
|
|
|
35.9
|
|
|||
Basic Earnings Per Share of Common Stock
|
$
|
3.26
|
|
|
$
|
3.16
|
|
|
$
|
2.36
|
|
Diluted Earnings Per Share of Common Stock
|
$
|
3.24
|
|
|
$
|
3.16
|
|
|
$
|
2.35
|
|
SPIRE INC.
|
|||||||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
|||||||||||
(In millions)
|
|
|
|
|
|
||||||
Years Ended September 30
|
2016
|
|
2015
|
|
2014
|
||||||
Net Income
|
$
|
144.2
|
|
|
$
|
136.9
|
|
|
$
|
84.6
|
|
Other Comprehensive Income (Loss), Before Tax:
|
|
|
|
|
|
||||||
Cash flow hedging derivative instruments:
|
|
|
|
|
|
||||||
Net hedging loss arising during the period
|
(4.0
|
)
|
|
(5.5
|
)
|
|
(4.5
|
)
|
|||
Reclassification adjustment for loss included in net income
|
1.1
|
|
|
4.4
|
|
|
2.5
|
|
|||
Net unrealized loss on cash flow hedging derivative instruments
|
(2.9
|
)
|
|
(1.1
|
)
|
|
(2.0
|
)
|
|||
Defined benefit pension and other postretirement benefit plans:
|
|
|
|
|
|
||||||
Net actuarial gain arising during the period
|
—
|
|
|
0.1
|
|
|
—
|
|
|||
Amortization of actuarial (gain) loss included in net periodic pension and postretirement benefit cost
|
(0.3
|
)
|
|
0.4
|
|
|
0.5
|
|
|||
Net defined benefit pension and other postretirement benefit plans
|
(0.3
|
)
|
|
0.5
|
|
|
0.5
|
|
|||
Other Comprehensive Loss, Before Tax
|
(3.2
|
)
|
|
(0.6
|
)
|
|
(1.5
|
)
|
|||
Income Tax Benefit Related to Items of Other Comprehensive Loss
|
(1.0
|
)
|
|
(0.3
|
)
|
|
(0.6
|
)
|
|||
Other Comprehensive Loss, Net of Tax
|
(2.2
|
)
|
|
(0.3
|
)
|
|
(0.9
|
)
|
|||
Comprehensive Income
|
$
|
142.0
|
|
|
$
|
136.6
|
|
|
$
|
83.7
|
|
SPIRE INC.
|
|||||||
CONSOLIDATED BALANCE SHEETS
|
|||||||
(In millions)
|
|
|
|
||||
September 30
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Utility Plant
|
$
|
4,793.6
|
|
|
$
|
4,234.5
|
|
Less: Accumulated depreciation and amortization
|
1,506.4
|
|
|
1,307.0
|
|
||
Net Utility Plant
|
3,287.2
|
|
|
2,927.5
|
|
||
Non-utility property (net of accumulated depreciation and amortization, $8.1 and $7.5 at September 30, 2016 and 2015, respectively)
|
13.7
|
|
|
13.7
|
|
||
Goodwill
|
1,164.9
|
|
|
946.0
|
|
||
Other investments
|
62.1
|
|
|
59.9
|
|
||
Other Property and Investments
|
1,240.7
|
|
|
1,019.6
|
|
||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
5.2
|
|
|
13.8
|
|
||
Accounts receivable:
|
|
|
|
||||
Utility
|
127.8
|
|
|
138.1
|
|
||
Other
|
113.4
|
|
|
86.7
|
|
||
Allowance for doubtful accounts
|
(20.5
|
)
|
|
(14.2
|
)
|
||
Delayed customer billings
|
1.6
|
|
|
2.6
|
|
||
Inventories:
|
|
|
|
||||
Natural gas
|
174.0
|
|
|
188.6
|
|
||
Propane gas
|
12.0
|
|
|
12.0
|
|
||
Materials and supplies
|
16.3
|
|
|
14.8
|
|
||
Natural gas receivable
|
9.7
|
|
|
17.3
|
|
||
Derivative instrument assets
|
11.4
|
|
|
4.6
|
|
||
Unamortized purchased gas adjustments
|
49.7
|
|
|
12.9
|
|
||
Other regulatory assets
|
44.2
|
|
|
27.6
|
|
||
Prepayments and other
|
24.8
|
|
|
25.3
|
|
||
Total Current Assets
|
569.6
|
|
|
530.1
|
|
||
Deferred Charges:
|
|
|
|
||||
Regulatory assets
|
838.0
|
|
|
737.6
|
|
||
Other
|
141.9
|
|
|
75.4
|
|
||
Total Deferred Charges
|
979.9
|
|
|
813.0
|
|
||
Total Assets
|
$
|
6,077.4
|
|
|
$
|
5,290.2
|
|
SPIRE INC.
|
|||||||
CONSOLIDATED BALANCE SHEETS (Continued)
|
|||||||
|
|
|
|
||||
September 30
|
2016
|
|
2015
|
||||
CAPITALIZATION AND LIABILITIES
|
|
|
|
||||
Capitalization:
|
|
|
|
||||
Common stock equity
|
$
|
1,768.2
|
|
|
$
|
1,573.6
|
|
Long-term debt
|
1,833.7
|
|
|
1,771.5
|
|
||
Total Capitalization
|
3,601.9
|
|
|
3,345.1
|
|
||
Current Liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
250.0
|
|
|
80.0
|
|
||
Notes payable
|
398.7
|
|
|
338.0
|
|
||
Accounts payable
|
210.9
|
|
|
146.5
|
|
||
Advance customer billings
|
70.2
|
|
|
44.3
|
|
||
Wages and compensation accrued
|
39.8
|
|
|
32.7
|
|
||
Dividends payable
|
23.5
|
|
|
21.1
|
|
||
Customer deposits
|
34.9
|
|
|
32.1
|
|
||
Interest accrued
|
14.8
|
|
|
14.3
|
|
||
Unamortized purchased gas adjustments
|
1.7
|
|
|
28.2
|
|
||
Taxes accrued
|
55.2
|
|
|
51.7
|
|
||
Other regulatory liabilities
|
28.9
|
|
|
32.4
|
|
||
Other
|
32.7
|
|
|
32.5
|
|
||
Total Current Liabilities
|
1,161.3
|
|
|
853.8
|
|
||
Deferred Credits and Other Liabilities:
|
|
|
|
||||
Deferred income taxes
|
607.3
|
|
|
482.1
|
|
||
Pension and postretirement benefit costs
|
303.7
|
|
|
253.4
|
|
||
Asset retirement obligations
|
206.4
|
|
|
159.2
|
|
||
Regulatory liabilities
|
130.7
|
|
|
119.3
|
|
||
Other
|
66.1
|
|
|
77.3
|
|
||
Total Deferred Credits and Other Liabilities
|
1,314.2
|
|
|
1,091.3
|
|
||
Commitments and Contingencies
(Note 16)
|
|
|
|
||||
Total Capitalization and Liabilities
|
$
|
6,077.4
|
|
|
$
|
5,290.2
|
|
SPIRE INC.
|
|||||||
CONSOLIDATED STATEMENTS OF CAPITALIZATION
|
|||||||
(Dollars in millions, except per share amounts)
|
|
|
|
||||
September 30
|
2016
|
|
2015
|
||||
Common Stock Equity:
|
|
|
|
||||
Common stock, par value $1 per share:
|
|
|
|
||||
Authorized – 70,000,000 shares
|
|
|
|
||||
Outstanding – 45,650,642 shares and 43,335,012 shares, respectively
|
$
|
45.6
|
|
|
$
|
43.3
|
|
Paid-in capital
|
1,175.9
|
|
|
1,038.1
|
|
||
Retained earnings
|
550.9
|
|
|
494.2
|
|
||
Accumulated other comprehensive loss
|
(4.2
|
)
|
|
(2.0
|
)
|
||
Total Common Stock Equity
|
1,768.2
|
|
|
1,573.6
|
|
||
Long-Term Debt - Spire:
|
|
|
|
||||
Floating Rate Senior Notes, due August 15, 2017
|
—
|
|
|
250.0
|
|
||
2.55% Senior Notes, due August 15, 2019
|
125.0
|
|
|
125.0
|
|
||
2.52% Senior Notes, due September 1, 2021
|
35.0
|
|
|
—
|
|
||
2.0% Series A Remarketable Subordinated Notes, due April 1, 2022
|
143.8
|
|
|
143.8
|
|
||
3.31% Notes Payable, due December 15, 2022
|
25.0
|
|
|
25.0
|
|
||
3.13% Senior Notes, due September 1, 2026
|
130.0
|
|
|
—
|
|
||
4.70% Senior Notes, due August 15, 2044
|
250.0
|
|
|
250.0
|
|
||
Long-Term Debt - Laclede Gas:
|
|
|
|
||||
First Mortgage Bonds:
|
|
|
|
||||
2.0% Series, due August 15, 2018
|
100.0
|
|
|
100.0
|
|
||
5.5% Series, due May 1, 2019
|
50.0
|
|
|
50.0
|
|
||
3.0% Series, due March 15, 2023
|
55.0
|
|
|
55.0
|
|
||
3.4% Series, due August 15, 2023
|
250.0
|
|
|
250.0
|
|
||
3.4% Series, due March 15, 2028
|
45.0
|
|
|
45.0
|
|
||
7.0% Series, due June 1, 2029
|
25.0
|
|
|
25.0
|
|
||
7.9% Series, due September 15, 2030
|
30.0
|
|
|
30.0
|
|
||
6.0% Series, due May 1, 2034
|
100.0
|
|
|
100.0
|
|
||
6.15% Series, due June 1, 2036
|
55.0
|
|
|
55.0
|
|
||
4.625% Series, due August 15, 2043
|
100.0
|
|
|
100.0
|
|
||
Long-Term Debt - Alagasco:
|
|
|
|
||||
5.2% Notes, due January 15, 2020
|
40.0
|
|
|
40.0
|
|
||
3.86% Notes, due December 23, 2021
|
50.0
|
|
|
50.0
|
|
||
3.21% Notes, due September 15, 2025
|
35.0
|
|
|
35.0
|
|
||
5.9% Notes, due January 15, 2037
|
45.0
|
|
|
45.0
|
|
||
4.31% Notes, due December 1, 2045
|
80.0
|
|
|
—
|
|
||
Long-Term Debt - Other:
|
|
|
|
||||
3.10%, due December 30, 2018
|
5.0
|
|
|
—
|
|
||
4.14%, due September 30, 2021
|
20.0
|
|
|
—
|
|
||
5.00%, due September 30, 2031
|
42.0
|
|
|
—
|
|
||
Total Principal of Long-Term Debt
|
1,835.8
|
|
|
1,773.8
|
|
||
Unamortized discounts on long-term debt
|
(2.1
|
)
|
|
(2.3
|
)
|
||
Total Long-Term Debt
|
1,833.7
|
|
|
1,771.5
|
|
||
Total Capitalization
|
$
|
3,601.9
|
|
|
$
|
3,345.1
|
|
SPIRE INC.
|
||||||||||||||||||||||
CONSOLIDATED STATEMENTS OF COMMON SHAREHOLDERS’ EQUITY
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Common Stock Outstanding
|
|
Paid-in Capital
|
|
Retained Earnings
|
|
AOCI*
|
|
|
|||||||||||||
(Dollars in millions, except per share amounts)
|
Shares
|
|
Amount
|
|
|
|
|
Total
|
||||||||||||||
Balance September 30, 2013
|
32,696,836
|
|
|
$
|
32.7
|
|
|
$
|
594.3
|
|
|
$
|
420.1
|
|
|
$
|
(0.8
|
)
|
|
$
|
1,046.3
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
84.6
|
|
|
—
|
|
|
84.6
|
|
|||||
Common stock offering
|
10,350,000
|
|
|
10.4
|
|
|
446.4
|
|
|
—
|
|
|
—
|
|
|
456.8
|
|
|||||
Equity units offering
|
—
|
|
|
—
|
|
|
(19.7
|
)
|
|
—
|
|
|
—
|
|
|
(19.7
|
)
|
|||||
Dividend reinvestment plan
|
33,667
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|||||
Stock-based compensation costs
|
—
|
|
|
—
|
|
|
5.8
|
|
|
—
|
|
|
—
|
|
|
5.8
|
|
|||||
Equity Incentive Plan
|
97,902
|
|
|
0.1
|
|
|
1.6
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|||||
Employees’ taxes paid associated with
restricted shares withheld upon vesting
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|||||
Tax benefit – stock compensation
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|||||
Dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Common stock ($1.76 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(67.2
|
)
|
|
—
|
|
|
(67.2
|
)
|
|||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
(0.9
|
)
|
|||||
Balance September 30, 2014
|
43,178,405
|
|
|
$
|
43.2
|
|
|
$
|
1,029.4
|
|
|
$
|
437.5
|
|
|
$
|
(1.7
|
)
|
|
$
|
1,508.4
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
136.9
|
|
|
—
|
|
|
136.9
|
|
|||||
Dividend reinvestment plan
|
31,166
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|||||
Stock-based compensation costs
|
—
|
|
|
—
|
|
|
3.0
|
|
|
—
|
|
|
—
|
|
|
3.0
|
|
|||||
Equity Incentive Plan
|
125,441
|
|
|
0.1
|
|
|
5.0
|
|
|
—
|
|
|
—
|
|
|
5.1
|
|
|||||
Employees’ taxes paid associated with
restricted shares withheld upon vesting
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|||||
Tax benefit – stock compensation
|
—
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|||||
Dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock ($1.84 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(80.2
|
)
|
|
—
|
|
|
(80.2
|
)
|
|||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|||||
Balance September 30, 2015
|
43,335,012
|
|
|
$
|
43.3
|
|
|
$
|
1,038.1
|
|
|
$
|
494.2
|
|
|
$
|
(2.0
|
)
|
|
$
|
1,573.6
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
144.2
|
|
|
—
|
|
|
144.2
|
|
|||||
Common stock offering
|
2,185,000
|
|
|
2.2
|
|
|
131.0
|
|
|
—
|
|
|
—
|
|
|
133.2
|
|
|||||
Dividend reinvestment plan
|
22,878
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|||||
Stock-based compensation costs
|
—
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|||||
Equity Incentive Plan
|
107,752
|
|
|
0.1
|
|
|
5.0
|
|
|
—
|
|
|
—
|
|
|
5.1
|
|
|||||
Employees’ taxes paid associated with
restricted shares withheld upon vesting
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
|||||
Dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock ($1.96 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(87.5
|
)
|
|
—
|
|
|
(87.5
|
)
|
|||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.2
|
)
|
|
(2.2
|
)
|
|||||
Balance September 30, 2016
|
45,650,642
|
|
|
$
|
45.6
|
|
|
$
|
1,175.9
|
|
|
$
|
550.9
|
|
|
$
|
(4.2
|
)
|
|
$
|
1,768.2
|
|
SPIRE INC.
|
|||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||||
(In millions)
|
|
|
|
|
|
||||||
Years Ended September 30
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net Income
|
$
|
144.2
|
|
|
$
|
136.9
|
|
|
$
|
84.6
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
||||||
Depreciation, amortization and accretion
|
137.5
|
|
|
130.8
|
|
|
83.3
|
|
|||
Deferred income taxes and investment tax credits
|
68.8
|
|
|
65.5
|
|
|
31.4
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable – net
|
(12.3
|
)
|
|
(4.8
|
)
|
|
(5.3
|
)
|
|||
Unamortized purchased gas adjustments
|
(64.3
|
)
|
|
46.9
|
|
|
(36.4
|
)
|
|||
Deferred purchased gas costs
|
11.5
|
|
|
(19.8
|
)
|
|
13.9
|
|
|||
Accounts payable
|
30.0
|
|
|
(30.0
|
)
|
|
8.6
|
|
|||
Delayed / advance customer billings – net
|
26.9
|
|
|
20.3
|
|
|
(19.1
|
)
|
|||
Taxes accrued
|
(0.4
|
)
|
|
(17.0
|
)
|
|
(0.8
|
)
|
|||
Inventories
|
16.5
|
|
|
54.8
|
|
|
(15.5
|
)
|
|||
Other assets and liabilities
|
(35.0
|
)
|
|
(67.6
|
)
|
|
(27.5
|
)
|
|||
Other
|
4.9
|
|
|
6.4
|
|
|
5.4
|
|
|||
Net cash provided by operating activities
|
328.3
|
|
|
322.4
|
|
|
122.6
|
|
|||
Investing Activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(293.3
|
)
|
|
(289.8
|
)
|
|
(171.0
|
)
|
|||
Acquisition of EnergySouth (net of $2.0 cash acquired)
|
(317.7
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of Alagasco (net of $12.1 cash acquired in 2014)
|
—
|
|
|
(8.2
|
)
|
|
(1,305.2
|
)
|
|||
Acquisition of MGE
|
—
|
|
|
—
|
|
|
23.9
|
|
|||
Proceeds from sale of right to acquire New England Gas Company
|
—
|
|
|
—
|
|
|
11.0
|
|
|||
Other
|
(1.7
|
)
|
|
(0.7
|
)
|
|
3.7
|
|
|||
Net cash used in investing activities
|
(612.7
|
)
|
|
(298.7
|
)
|
|
(1,437.6
|
)
|
|||
Financing Activities:
|
|
|
|
|
|
||||||
Issuance of long-term debt
|
245.0
|
|
|
35.0
|
|
|
768.8
|
|
|||
Repayment of long-term debt
|
(80.0
|
)
|
|
(34.8
|
)
|
|
(80.0
|
)
|
|||
Issuance of short-term debt - net
|
60.7
|
|
|
50.8
|
|
|
198.1
|
|
|||
Issuance of common stock
|
137.1
|
|
|
3.1
|
|
|
460.0
|
|
|||
Dividends paid
|
(85.2
|
)
|
|
(79.0
|
)
|
|
(61.9
|
)
|
|||
Other
|
(1.8
|
)
|
|
(1.1
|
)
|
|
(6.9
|
)
|
|||
Net cash provided by (used in) financing activities
|
275.8
|
|
|
(26.0
|
)
|
|
1,278.1
|
|
|||
Net Decrease in Cash and Cash Equivalents
|
(8.6
|
)
|
|
(2.3
|
)
|
|
(36.9
|
)
|
|||
Cash and Cash Equivalents at Beginning of Year
|
13.8
|
|
|
16.1
|
|
|
53.0
|
|
|||
Cash and Cash Equivalents at End of Year
|
$
|
5.2
|
|
|
$
|
13.8
|
|
|
$
|
16.1
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash (paid) refunded for:
|
|
|
|
|
|
||||||
Interest
|
$
|
(72.5
|
)
|
|
$
|
(65.3
|
)
|
|
$
|
(40.6
|
)
|
Income taxes
|
2.9
|
|
|
1.3
|
|
|
(3.4
|
)
|
LACLEDE GAS COMPANY
|
|||||||||||
STATEMENTS OF INCOME
|
|||||||||||
(In millions)
|
|
|
|
|
|
||||||
Years Ended September 30
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Revenues:
|
|
|
|
|
|
||||||
Utility
|
$
|
1,087.5
|
|
|
$
|
1,416.6
|
|
|
$
|
1,448.1
|
|
Other
|
—
|
|
|
—
|
|
|
0.1
|
|
|||
Total Operating Revenues
|
1,087.5
|
|
|
1,416.6
|
|
|
1,448.2
|
|
|||
Operating Expenses:
|
|
|
|
|
|
||||||
Utility
|
|
|
|
|
|
||||||
Natural and propane gas
|
471.3
|
|
|
786.1
|
|
|
816.9
|
|
|||
Other operation and maintenance expenses
|
244.4
|
|
|
253.6
|
|
|
276.4
|
|
|||
Depreciation and amortization
|
88.6
|
|
|
82.6
|
|
|
78.5
|
|
|||
Taxes, other than income taxes
|
96.3
|
|
|
108.9
|
|
|
110.1
|
|
|||
Total Utility Operating Expenses
|
900.6
|
|
|
1,231.2
|
|
|
1,281.9
|
|
|||
Other
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||
Total Operating Expenses
|
900.6
|
|
|
1,231.2
|
|
|
1,281.8
|
|
|||
Operating Income
|
186.9
|
|
|
185.4
|
|
|
166.4
|
|
|||
Other Income and (Income Deductions) - Net
|
1.8
|
|
|
(0.5
|
)
|
|
(3.4
|
)
|
|||
Interest Charges:
|
|
|
|
|
|
||||||
Interest on long-term debt
|
32.9
|
|
|
33.1
|
|
|
34.4
|
|
|||
Other interest charges
|
4.5
|
|
|
3.3
|
|
|
3.0
|
|
|||
Total Interest Charges
|
37.4
|
|
|
36.4
|
|
|
37.4
|
|
|||
Income Before Income Taxes
|
151.3
|
|
|
148.5
|
|
|
125.6
|
|
|||
Income Tax Expense
|
45.4
|
|
|
43.2
|
|
|
35.5
|
|
|||
Net Income
|
$
|
105.9
|
|
|
$
|
105.3
|
|
|
$
|
90.1
|
|
LACLEDE GAS COMPANY
|
|||||||||||
STATEMENTS OF COMPREHENSIVE INCOME
|
|||||||||||
(In millions)
|
|
|
|
|
|
||||||
Years Ended September 30
|
2016
|
|
2015
|
|
2014
|
||||||
Net Income
|
$
|
105.9
|
|
|
$
|
105.3
|
|
|
$
|
90.1
|
|
Other Comprehensive Income, Before Tax:
|
|
|
|
|
|
||||||
Cash flow hedging derivative instruments:
|
|
|
|
|
|
||||||
Net hedging (loss) gain arising during the period
|
—
|
|
|
(1.2
|
)
|
|
0.1
|
|
|||
Reclassification adjustment for loss (gain) included in net income
|
0.5
|
|
|
0.9
|
|
|
(0.2
|
)
|
|||
Net unrealized gain (loss) on cash flow hedging derivative instruments
|
0.5
|
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|||
Defined benefit pension and other postretirement benefit plans:
|
|
|
|
|
|
||||||
Net actuarial gain arising during the period
|
—
|
|
|
0.1
|
|
|
—
|
|
|||
Amortization of actuarial (gain) loss included in net periodic pension and postretirement benefit cost
|
(0.3
|
)
|
|
0.4
|
|
|
0.4
|
|
|||
Net defined benefit pension and other postretirement benefit plans
|
(0.3
|
)
|
|
0.5
|
|
|
0.4
|
|
|||
Loss on available for sale securities
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|||
Other Comprehensive Income, Before Tax
|
0.1
|
|
|
0.2
|
|
|
0.3
|
|
|||
Income Tax Expense Related to Items of Other Comprehensive Income
|
0.2
|
|
|
—
|
|
|
0.1
|
|
|||
Other Comprehensive (Loss) Income, Net of Tax
|
(0.1
|
)
|
|
0.2
|
|
|
0.2
|
|
|||
Comprehensive Income
|
$
|
105.8
|
|
|
$
|
105.5
|
|
|
$
|
90.3
|
|
LACLEDE GAS COMPANY
|
|||||||
BALANCE SHEETS
|
|||||||
(In Millions)
|
|
|
|
||||
September 30
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Utility Plant
|
$
|
2,718.5
|
|
|
$
|
2,579.1
|
|
Less: Accumulated depreciation and amortization
|
604.5
|
|
|
590.0
|
|
||
Net Utility Plant
|
2,114.0
|
|
|
1,989.1
|
|
||
Goodwill
|
210.2
|
|
|
210.2
|
|
||
Other Property and Investments
|
57.3
|
|
|
55.3
|
|
||
Other Property and Investments
|
267.5
|
|
|
265.5
|
|
||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
2.1
|
|
|
1.7
|
|
||
Accounts receivable:
|
|
|
|
||||
Utility
|
87.9
|
|
|
103.4
|
|
||
Other
|
11.4
|
|
|
25.2
|
|
||
Allowance for doubtful accounts
|
(16.1
|
)
|
|
(10.0
|
)
|
||
Delayed customer billings
|
1.6
|
|
|
2.6
|
|
||
Receivables from associated companies
|
2.2
|
|
|
2.5
|
|
||
Inventories:
|
|
|
|
||||
Natural gas
|
127.3
|
|
|
138.2
|
|
||
Propane gas
|
12.0
|
|
|
12.0
|
|
||
Materials and supplies
|
9.2
|
|
|
9.3
|
|
||
Derivative instrument assets
|
4.9
|
|
|
—
|
|
||
Unamortized purchased gas adjustments
|
43.1
|
|
|
12.9
|
|
||
Other regulatory assets
|
23.9
|
|
|
16.2
|
|
||
Prepayments and other
|
14.5
|
|
|
12.5
|
|
||
Total Current Assets
|
324.0
|
|
|
326.5
|
|
||
Deferred Charges:
|
|
|
|
||||
Regulatory assets
|
589.8
|
|
|
573.6
|
|
||
Other
|
5.3
|
|
|
12.8
|
|
||
Total Deferred Charges
|
595.1
|
|
|
586.4
|
|
||
Total Assets
|
$
|
3,300.6
|
|
|
$
|
3,167.5
|
|
LACLEDE GAS COMPANY
|
|||||||
BALANCE SHEETS (continued)
|
|||||||
|
|
|
|
||||
September 30
|
2016
|
|
2015
|
||||
CAPITALIZATION AND LIABILITIES
|
|
|
|
||||
Capitalization:
|
|
|
|
||||
Common stock equity
|
$
|
1,068.5
|
|
|
$
|
1,037.8
|
|
Long-term debt
|
808.3
|
|
|
808.1
|
|
||
Total Capitalization
|
1,876.8
|
|
|
1,845.9
|
|
||
Current Liabilities:
|
|
|
|
||||
Notes payable
|
243.7
|
|
|
233.0
|
|
||
Accounts payable
|
67.6
|
|
|
61.5
|
|
||
Accounts payable to associated companies
|
5.4
|
|
|
5.5
|
|
||
Advance customer billings
|
49.1
|
|
|
25.2
|
|
||
Wages and compensation accrued
|
29.9
|
|
|
26.8
|
|
||
Dividends payable
|
14.0
|
|
|
19.9
|
|
||
Customer deposits
|
13.5
|
|
|
13.0
|
|
||
Interest accrued
|
7.7
|
|
|
7.6
|
|
||
Taxes accrued
|
29.1
|
|
|
25.4
|
|
||
Regulatory liabilities
|
1.3
|
|
|
0.6
|
|
||
Other
|
9.9
|
|
|
18.5
|
|
||
Total Current Liabilities
|
471.2
|
|
|
437.0
|
|
||
Deferred Credits and Other Liabilities:
|
|
|
|
||||
Deferred income taxes
|
556.9
|
|
|
485.2
|
|
||
Pension and postretirement benefit costs
|
211.8
|
|
|
207.8
|
|
||
Asset retirement obligations
|
75.2
|
|
|
72.4
|
|
||
Regulatory liabilities
|
67.3
|
|
|
70.6
|
|
||
Other
|
41.4
|
|
|
48.6
|
|
||
Total Deferred Credits and Other Liabilities
|
952.6
|
|
|
884.6
|
|
||
Commitments and Contingencies
(Note 16)
|
|
|
|
||||
Total Capitalization and Liabilities
|
$
|
3,300.6
|
|
|
$
|
3,167.5
|
|
LACLEDE GAS COMPANY
|
|||||||
STATEMENTS OF CAPITALIZATION
|
|||||||
(Dollars in millions, except per share amounts)
|
|
|
|
||||
September 30
|
2016
|
|
2015
|
||||
Common Stock Equity:
|
|
|
|
||||
Common stock, par value $1 per share:
|
|
|
|
||||
Authorized – 50,000,000 shares
|
|
|
|
|
|||
Outstanding – 24,577 shares
|
0.1
|
|
|
0.1
|
|
||
Paid-in capital
|
751.9
|
|
|
748.2
|
|
||
Retained earnings
|
318.3
|
|
|
291.2
|
|
||
Accumulated other comprehensive loss
|
(1.8
|
)
|
|
(1.7
|
)
|
||
Total Common Stock Equity
|
1,068.5
|
|
|
1,037.8
|
|
||
Long-Term Debt:
|
|
|
|
||||
First Mortgage Bonds:
|
|
|
|
||||
2.0% Series, due August 15, 2018
|
100.0
|
|
|
100.0
|
|
||
5.5% Series, due May 1, 2019
|
50.0
|
|
|
50.0
|
|
||
3.0% Series, due March 15, 2023
|
55.0
|
|
|
55.0
|
|
||
3.4% Series, due August 15, 2023
|
250.0
|
|
|
250.0
|
|
||
3.4% Series, due March 15, 2028
|
45.0
|
|
|
45.0
|
|
||
7.0% Series, due June 1, 2029
|
25.0
|
|
|
25.0
|
|
||
7.9% Series, due September 15, 2030
|
30.0
|
|
|
30.0
|
|
||
6.0% Series, due May 1, 2034
|
100.0
|
|
|
100.0
|
|
||
6.15% Series, due June 1, 2036
|
55.0
|
|
|
55.0
|
|
||
4.625% Series, due August 15, 2043
|
100.0
|
|
|
100.0
|
|
||
Total Principal of Long-Term Debt
|
810.0
|
|
|
810.0
|
|
||
Unamortized discounts on long-term debt
|
(1.7
|
)
|
|
(1.9
|
)
|
||
Total Long-Term Debt
|
808.3
|
|
|
808.1
|
|
||
Total Capitalization
|
$
|
1,876.8
|
|
|
$
|
1,845.9
|
|
LACLEDE GAS COMPANY
|
||||||||||||||||||||||
STATEMENTS OF COMMON SHAREHOLDER’S EQUITY
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Common Stock Outstanding
|
|
Paid-in Capital
|
|
Retained Earnings
|
|
AOCI*
|
|
|
|||||||||||||
(Dollars in millions, except per share amounts)
|
Shares
|
|
Amount
|
|
|
|
|
Total
|
||||||||||||||
Balance September 30, 2013
|
24,549
|
|
|
$
|
0.1
|
|
|
$
|
738.1
|
|
|
$
|
237.8
|
|
|
$
|
(2.1
|
)
|
|
$
|
973.9
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
90.1
|
|
|
—
|
|
|
90.1
|
|
|||||
Stock-based compensation costs
|
—
|
|
|
—
|
|
|
4.2
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
|||||
Tax benefit – stock compensation
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|||||
Dividends declared on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(62.3
|
)
|
|
—
|
|
|
(62.3
|
)
|
|||||
Issuance of common stock to Spire
|
28
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|||||
Balance September 30, 2014
|
24,577
|
|
|
$
|
0.1
|
|
|
$
|
744.0
|
|
|
$
|
265.6
|
|
|
$
|
(1.9
|
)
|
|
$
|
1,007.8
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
105.3
|
|
|
—
|
|
|
105.3
|
|
|||||
Stock-based compensation costs
|
—
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
|
—
|
|
|
3.7
|
|
|||||
Tax benefit – stock compensation
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|||||
Dividends declared on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(79.7
|
)
|
|
—
|
|
|
(79.7
|
)
|
|||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|||||
Balance September 30, 2015
|
24,577
|
|
|
$
|
0.1
|
|
|
$
|
748.2
|
|
|
$
|
291.2
|
|
|
$
|
(1.7
|
)
|
|
$
|
1,037.8
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
105.9
|
|
|
—
|
|
|
105.9
|
|
|||||
Stock-based compensation costs
|
—
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
|
—
|
|
|
3.7
|
|
|||||
Dividends declared on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(78.8
|
)
|
|
—
|
|
|
(78.8
|
)
|
|||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|||||
Balance September 30, 2016
|
24,577
|
|
|
$
|
0.1
|
|
|
$
|
751.9
|
|
|
$
|
318.3
|
|
|
$
|
(1.8
|
)
|
|
$
|
1,068.5
|
|
LACLEDE GAS COMPANY
|
|||||||||||
STATEMENTS OF CASH FLOWS
|
|||||||||||
(In millions)
|
|
|
|
|
|
||||||
Years Ended September 30
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net Income
|
$
|
105.9
|
|
|
$
|
105.3
|
|
|
$
|
90.1
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
||||||
Depreciation, amortization and accretion
|
88.6
|
|
|
82.6
|
|
|
78.5
|
|
|||
Deferred income taxes and investment tax credits
|
45.3
|
|
|
45.4
|
|
|
35.6
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable – net
|
35.7
|
|
|
9.9
|
|
|
(21.5
|
)
|
|||
Unamortized purchased gas adjustments
|
(30.2
|
)
|
|
41.1
|
|
|
(36.4
|
)
|
|||
Deferred purchased gas costs
|
11.5
|
|
|
(19.8
|
)
|
|
13.9
|
|
|||
Accounts payable
|
0.9
|
|
|
(11.4
|
)
|
|
6.8
|
|
|||
Delayed / advance customer billings – net
|
24.9
|
|
|
17.9
|
|
|
(19.1
|
)
|
|||
Taxes accrued
|
4.9
|
|
|
(14.6
|
)
|
|
10.0
|
|
|||
Inventories
|
11.0
|
|
|
51.2
|
|
|
(26.4
|
)
|
|||
Other assets and liabilities
|
(29.6
|
)
|
|
(32.8
|
)
|
|
(3.3
|
)
|
|||
Other
|
2.3
|
|
|
2.8
|
|
|
2.8
|
|
|||
Net cash provided by operating activities
|
271.2
|
|
|
277.6
|
|
|
131.0
|
|
|||
Investing Activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(197.8
|
)
|
|
(198.6
|
)
|
|
(163.0
|
)
|
|||
Acquisition of MGE
|
—
|
|
|
—
|
|
|
23.9
|
|
|||
Other
|
1.1
|
|
|
2.9
|
|
|
4.1
|
|
|||
Net cash used in investing activities
|
(196.7
|
)
|
|
(195.7
|
)
|
|
(135.0
|
)
|
|||
Financing Activities:
|
|
|
|
|
|
||||||
Repayment of long-term debt
|
—
|
|
|
—
|
|
|
(80.0
|
)
|
|||
Issuance (repayment) of short-term debt - net
|
10.7
|
|
|
(5.7
|
)
|
|
164.6
|
|
|||
Borrowings from Spire
|
—
|
|
|
18.4
|
|
|
276.1
|
|
|||
Repayment of borrowings from Spire
|
—
|
|
|
(18.4
|
)
|
|
(322.7
|
)
|
|||
Dividends paid
|
(84.8
|
)
|
|
(78.7
|
)
|
|
(57.2
|
)
|
|||
Issuance of common stock to Spire
|
—
|
|
|
—
|
|
|
1.2
|
|
|||
Other
|
—
|
|
|
0.5
|
|
|
1.8
|
|
|||
Net cash used in financing activities
|
(74.1
|
)
|
|
(83.9
|
)
|
|
(16.2
|
)
|
|||
Net Increase (Decrease) in Cash and Cash Equivalents
|
0.4
|
|
|
(2.0
|
)
|
|
(20.2
|
)
|
|||
Cash and Cash Equivalents at Beginning of Year
|
1.7
|
|
|
3.7
|
|
|
23.9
|
|
|||
Cash and Cash Equivalents at End of Year
|
$
|
2.1
|
|
|
$
|
1.7
|
|
|
$
|
3.7
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash (paid) refunded for:
|
|
|
|
|
|
||||||
Interest
|
$
|
(35.7
|
)
|
|
$
|
(31.0
|
)
|
|
$
|
(36.4
|
)
|
Income taxes
|
2.1
|
|
|
0.7
|
|
|
(0.2
|
)
|
ALABAMA GAS CORPORATION
|
|||||||||||
STATEMENTS OF INCOME
|
|||||||||||
|
Year Ended September 30,
|
|
Year Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Revenues:
|
|
|
|
|
|
||||||
Utility
|
$
|
368.5
|
|
|
$
|
479.2
|
|
|
$
|
417.2
|
|
Total Operating Revenues
|
368.5
|
|
|
479.2
|
|
|
417.2
|
|
|||
Operating Expenses:
|
|
|
|
|
|
||||||
Utility
|
|
|
|
|
|
||||||
Natural and propane gas
|
67.3
|
|
|
171.5
|
|
|
184.5
|
|
|||
Other operation and maintenance expenses
|
133.5
|
|
|
138.0
|
|
|
107.5
|
|
|||
Depreciation and amortization
|
47.8
|
|
|
47.3
|
|
|
34.4
|
|
|||
Taxes, other than income taxes
|
28.4
|
|
|
33.2
|
|
|
28.6
|
|
|||
Total Operating Expenses
|
277.0
|
|
|
390.0
|
|
|
355.0
|
|
|||
Operating Income
|
91.5
|
|
|
89.2
|
|
|
62.2
|
|
|||
Other Income - Net
|
7.9
|
|
|
2.0
|
|
|
2.2
|
|
|||
Interest Charges:
|
|
|
|
|
|
||||||
Interest on long-term debt
|
11.4
|
|
|
11.6
|
|
|
10.1
|
|
|||
Other interest charges
|
2.4
|
|
|
2.3
|
|
|
1.4
|
|
|||
Total Interest Charges
|
13.8
|
|
|
13.9
|
|
|
11.5
|
|
|||
Income Before Income Taxes
|
85.6
|
|
|
77.3
|
|
|
52.9
|
|
|||
Income Tax Expense
|
32.4
|
|
|
29.3
|
|
|
19.9
|
|
|||
Net Income
|
$
|
53.2
|
|
|
$
|
48.0
|
|
|
$
|
33.0
|
|
ALABAMA GAS CORPORATION
|
|||||||
BALANCE SHEETS
|
|||||||
(In millions)
|
|
|
|
||||
September 30
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Utility Plant
|
$
|
1,729.6
|
|
|
$
|
1,655.4
|
|
Less: Accumulated depreciation and amortization
|
756.6
|
|
|
717.0
|
|
||
Net Utility Plant
|
973.0
|
|
|
938.4
|
|
||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
—
|
|
|
7.2
|
|
||
Accounts receivable:
|
|
|
|
||||
Utility
|
34.0
|
|
|
34.7
|
|
||
Other
|
7.2
|
|
|
5.2
|
|
||
Allowance for doubtful accounts
|
(3.3
|
)
|
|
(4.2
|
)
|
||
Inventories:
|
|
|
|
||||
Natural gas
|
34.6
|
|
|
40.4
|
|
||
Materials and supplies
|
5.9
|
|
|
5.4
|
|
||
Unamortized purchased gas adjustments
|
5.6
|
|
|
—
|
|
||
Other regulatory assets
|
14.9
|
|
|
11.4
|
|
||
Deferred income tax
|
—
|
|
|
6.2
|
|
||
Prepayments and other
|
5.1
|
|
|
4.6
|
|
||
Total Current Assets
|
104.0
|
|
|
110.9
|
|
||
Deferred Charges:
|
|
|
|
||||
Regulatory assets
|
230.7
|
|
|
163.6
|
|
||
Deferred income tax
|
221.4
|
|
|
248.4
|
|
||
Other
|
63.2
|
|
|
57.7
|
|
||
Total Deferred Charges
|
515.3
|
|
|
469.7
|
|
||
Total Assets
|
$
|
1,592.3
|
|
|
$
|
1,519.0
|
|
ALABAMA GAS CORPORATION
|
|||||||
BALANCE SHEETS (continued)
|
|||||||
|
|
|
|
||||
September 30
|
2016
|
|
2015
|
||||
CAPITALIZATION AND LIABILITIES
|
|
|
|
||||
Capitalization:
|
|
|
|
||||
Common stock equity
|
$
|
867.3
|
|
|
$
|
874.6
|
|
Long-term debt
|
250.0
|
|
|
170.0
|
|
||
Total Capitalization
|
1,117.3
|
|
|
1,044.6
|
|
||
Current Liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
—
|
|
|
80.0
|
|
||
Notes payable
|
82.0
|
|
|
31.0
|
|
||
Accounts payable
|
34.3
|
|
|
21.8
|
|
||
Accounts payable to associated companies
|
0.4
|
|
|
0.2
|
|
||
Advance customer billings
|
21.1
|
|
|
19.1
|
|
||
Wages and compensation accrued
|
7.8
|
|
|
5.8
|
|
||
Customer deposits
|
18.2
|
|
|
19.1
|
|
||
Interest accrued
|
3.3
|
|
|
3.5
|
|
||
Unamortized purchase gas adjustment
|
—
|
|
|
28.2
|
|
||
Taxes accrued
|
21.6
|
|
|
26.0
|
|
||
Other regulatory liabilities
|
22.7
|
|
|
31.8
|
|
||
Other
|
6.3
|
|
|
5.4
|
|
||
Total Current Liabilities
|
217.7
|
|
|
271.9
|
|
||
Deferred Credits and Other Liabilities:
|
|
|
|
||||
Pension and postretirement benefit costs
|
74.3
|
|
|
45.6
|
|
||
Asset retirement obligations
|
120.1
|
|
|
86.6
|
|
||
Regulatory liabilities
|
41.7
|
|
|
48.7
|
|
||
Other
|
21.2
|
|
|
21.6
|
|
||
Total Deferred Credits and Other Liabilities
|
257.3
|
|
|
202.5
|
|
||
Commitments and Contingencies
(Note 16)
|
|
|
|
||||
Total Capitalization and Liabilities
|
$
|
1,592.3
|
|
|
$
|
1,519.0
|
|
ALABAMA GAS CORPORATION
|
|||||||
STATEMENTS OF CAPITALIZATION
|
|||||||
(Dollars in millions, except per share amounts)
|
|
|
|
||||
September 30
|
2016
|
|
2015
|
||||
Common Stock Equity:
|
|
|
|
||||
Common stock, par value $0.01 per share, and paid-in capital:
|
|
|
|
||||
Authorized – 3,000,000 shares
|
|
|
|
||||
Outstanding – 1,972,052 shares
|
$
|
451.9
|
|
|
$
|
480.9
|
|
Retained earnings
|
415.4
|
|
|
393.7
|
|
||
Total Common Stock Equity
|
867.3
|
|
|
874.6
|
|
||
Long-Term Debt:
|
|
|
|
||||
5.2% Notes, due January 15, 2020
|
40.0
|
|
|
40.0
|
|
||
3.86% Notes, due December 23, 2021
|
50.0
|
|
|
50.0
|
|
||
3.21% Notes, due September 15, 2025
|
35.0
|
|
|
35.0
|
|
||
5.9% Notes, due January 15, 2037
|
45.0
|
|
|
45.0
|
|
||
4.31% Notes, due December 1, 2045
|
80.0
|
|
|
—
|
|
||
Total Long-Term Debt
|
250.0
|
|
|
170.0
|
|
||
Total Capitalization
|
$
|
1,117.3
|
|
|
$
|
1,044.6
|
|
ALABAMA GAS CORPORATION
|
||||||||||||||||||
STATEMENTS OF COMMON SHAREHOLDER’S EQUITY
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
|
Common Stock Outstanding
|
|
Paid-in Capital
|
|
Retained Earnings
|
|
|
|||||||||||
(Dollars in millions, except per share amounts)
|
Shares
|
|
Amount
|
|
|
|
Total
|
|||||||||||
Balance December 31, 2013
|
1,972,052
|
|
|
$
|
—
|
|
|
$
|
34.5
|
|
|
$
|
350.1
|
|
|
$
|
384.6
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
33.0
|
|
|
33.0
|
|
||||
Dividends declared on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(37.4
|
)
|
|
(37.4
|
)
|
||||
Purchase accounting adjustments
|
—
|
|
|
—
|
|
|
469.4
|
|
|
—
|
|
|
469.4
|
|
||||
Balance September 30, 2014
|
1,972,052
|
|
|
—
|
|
|
503.9
|
|
|
345.7
|
|
|
849.6
|
|
||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
48.0
|
|
|
48.0
|
|
||||
Purchase accounting adjustments
|
—
|
|
|
|
|
|
4.0
|
|
|
—
|
|
|
4.0
|
|
||||
Return of capital to Spire
|
—
|
|
|
—
|
|
|
(27.0
|
)
|
|
—
|
|
|
(27.0
|
)
|
||||
Balance September 30, 2015
|
1,972,052
|
|
|
—
|
|
|
480.9
|
|
|
393.7
|
|
|
874.6
|
|
||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
53.2
|
|
|
53.2
|
|
||||
Dividends declared on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(31.5
|
)
|
|
(31.5
|
)
|
||||
Return of capital to Spire
|
—
|
|
|
—
|
|
|
(29.0
|
)
|
|
—
|
|
|
(29.0
|
)
|
||||
Balance September 30, 2016
|
1,972,052
|
|
|
$
|
—
|
|
|
$
|
451.9
|
|
|
$
|
415.4
|
|
|
$
|
867.3
|
|
ALABAMA GAS CORPORATION
|
|||||||||||
STATEMENTS OF CASH FLOWS
|
|||||||||||
|
Year Ended September 30,
|
|
Year Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||
(In millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net Income
|
$
|
53.2
|
|
|
$
|
48.0
|
|
|
$
|
33.0
|
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
|
|
|
||||||
Depreciation, amortization and accretion
|
47.8
|
|
|
47.3
|
|
|
34.4
|
|
|||
Deferred income taxes
|
33.2
|
|
|
29.2
|
|
|
4.0
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable – net
|
(11.1
|
)
|
|
(9.1
|
)
|
|
26.4
|
|
|||
Unamortized purchased gas adjustments
|
(33.8
|
)
|
|
5.8
|
|
|
24.8
|
|
|||
Accounts payable
|
9.1
|
|
|
(10.4
|
)
|
|
(11.5
|
)
|
|||
Advance customer billings – net
|
2.0
|
|
|
2.4
|
|
|
(0.3
|
)
|
|||
Taxes accrued
|
(5.2
|
)
|
|
(4.0
|
)
|
|
1.9
|
|
|||
Inventories
|
5.3
|
|
|
7.2
|
|
|
(11.8
|
)
|
|||
Other assets and liabilities
|
(3.2
|
)
|
|
(18.0
|
)
|
|
17.1
|
|
|||
Other
|
0.9
|
|
|
2.0
|
|
|
(3.0
|
)
|
|||
Net cash provided by operating activities
|
98.2
|
|
|
100.4
|
|
|
115.0
|
|
|||
Investing Activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(93.4
|
)
|
|
(85.8
|
)
|
|
(46.2
|
)
|
|||
Proceeds from the sale of assets
|
—
|
|
|
—
|
|
|
0.8
|
|
|||
Other
|
(2.5
|
)
|
|
(1.0
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
(95.9
|
)
|
|
(86.8
|
)
|
|
(45.4
|
)
|
|||
Financing Activities:
|
|
|
|
|
|
||||||
Issuance of long-term debt
|
80.0
|
|
|
35.0
|
|
|
—
|
|
|||
Repayment of long-term debt
|
(80.0
|
)
|
|
(34.8
|
)
|
|
—
|
|
|||
Issuance (repayments) of short-term debt - net
|
51.0
|
|
|
15.0
|
|
|
(34.0
|
)
|
|||
Return of capital to Spire
|
(29.0
|
)
|
|
(27.0
|
)
|
|
—
|
|
|||
Dividends paid
|
(31.5
|
)
|
|
—
|
|
|
(37.4
|
)
|
|||
Other
|
—
|
|
|
(0.2
|
)
|
|
4.4
|
|
|||
Net cash used in financing activities
|
(9.5
|
)
|
|
(12.0
|
)
|
|
(67.0
|
)
|
|||
Net (Decrease) Increase in Cash and Cash Equivalents
|
(7.2
|
)
|
|
1.6
|
|
|
2.6
|
|
|||
Cash and Cash Equivalents at Beginning of Period
|
7.2
|
|
|
5.6
|
|
|
3.0
|
|
|||
Cash and Cash Equivalents at End of Period
|
$
|
—
|
|
|
$
|
7.2
|
|
|
$
|
5.6
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash (paid) refunded for:
|
|
|
|
|
|
||||||
Interest
|
$
|
(12.4
|
)
|
|
$
|
(12.3
|
)
|
|
$
|
(9.6
|
)
|
Income taxes
|
0.8
|
|
|
—
|
|
|
(20.4
|
)
|
|
Spire
|
|
Laclede Gas
|
|
Alagasco
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Asset retirement obligations, beginning of year
|
$
|
159.2
|
|
|
$
|
99.2
|
|
|
$
|
72.4
|
|
|
$
|
71.2
|
|
|
$
|
86.6
|
|
|
$
|
27.7
|
|
Liabilities incurred during the period
|
4.1
|
|
|
2.3
|
|
|
1.2
|
|
|
0.6
|
|
|
2.9
|
|
|
1.7
|
|
||||||
Liabilities settled during the period
|
(9.5
|
)
|
|
(2.0
|
)
|
|
(1.9
|
)
|
|
(1.9
|
)
|
|
(6.8
|
)
|
|
(0.1
|
)
|
||||||
Accretion
|
13.2
|
|
|
4.5
|
|
|
3.5
|
|
|
3.4
|
|
|
9.7
|
|
|
1.1
|
|
||||||
Revisions in estimated cash flows
|
27.5
|
|
|
55.2
|
|
|
—
|
|
|
(0.9
|
)
|
|
27.7
|
|
|
56.2
|
|
||||||
Addition of EnergySouth asset retirement obligations
|
11.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Asset retirement obligations, end of year
|
$
|
206.4
|
|
|
$
|
159.2
|
|
|
$
|
75.2
|
|
|
$
|
72.4
|
|
|
$
|
120.1
|
|
|
$
|
86.6
|
|
•
|
Laclede Gas has a risk management policy that allows for the purchase of natural gas derivative instruments with the goal of managing price risk associated with purchasing natural gas on behalf of its customers. The MoPSC clarified that costs, cost reductions, and carrying costs associated with the Utility’s use of natural gas derivative instruments are gas costs recoverable through the PGA mechanism.
|
•
|
The tariffs allow Laclede Gas flexibility to make up to
three
discretionary PGA changes during each year, in addition to its mandatory November PGA change, so long as such changes are separated by at least
two months
.
|
•
|
Laclede Gas is authorized to apply carrying costs to all over- or under-recoveries of gas costs, including costs and cost reductions associated with the use of derivative instruments, including cash payments for margin deposits. Laclede Gas’ eastern Missouri service territory is also authorized to recover gas inventory carrying costs through its PGA rates to recover costs it incurs to finance its investment in gas supplies that are purchased during the storage injection season for sale during the heating season.
|
•
|
The MoPSC approved a plan applicable to Laclede Gas’ gas supply commodity costs under which it retains a portion of cost savings associated with the acquisition of natural gas below an established benchmark level. This gas supply cost management program allows Laclede Gas to retain
10%
of cost savings, up to a maximum of
$3.0
annually. Laclede Gas did not record any income under the plan during the three fiscal years reported. Income recorded under the plan, if any, is included in Gas Utility Operating Revenues on the Consolidated Statements of Income and under Operating Revenues on Laclede Gas’ Statements of Income.
|
|
Customer Share
|
Company Share
|
Eastern Missouri
|
|
|
First $2.0*
|
100%
|
—%
|
Next $2.0
|
80%
|
20%
|
Next $2.0
|
75%
|
25%
|
Amounts exceeding $6.0
|
70%
|
30%
|
* Customer share reverts to 85% and company share reverts to 15% in 2017.
|
|
|
Western Missouri
|
|
|
First $1.2
|
85%
|
15%
|
Next $1.2
|
80%
|
20%
|
Next $1.2
|
75%
|
25%
|
Amounts exceeding $3.6
|
70%
|
30%
|
|
Gas Utility
|
|
Gas Marketing
|
|
Other
|
|
Total
|
||||||||
Balance as of September 30, 2013
|
$
|
247.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
247.1
|
|
Adjustments to finalize the 2013 acquisition of MGE
|
(36.9
|
)
|
|
—
|
|
|
—
|
|
|
(36.9
|
)
|
||||
Acquisition of Alagasco
|
—
|
|
|
—
|
|
|
727.6
|
|
|
727.6
|
|
||||
Balance as of September 30, 2014
|
210.2
|
|
|
—
|
|
|
727.6
|
|
|
937.8
|
|
||||
Adjustments to finalize the acquisition of Alagasco
|
—
|
|
|
—
|
|
|
8.2
|
|
|
8.2
|
|
||||
Balance as of September 30, 2015
|
210.2
|
|
|
—
|
|
|
735.8
|
|
|
946.0
|
|
||||
Acquisition of EnergySouth
|
—
|
|
|
—
|
|
|
218.9
|
|
|
218.9
|
|
||||
Balance as of September 30, 2016
|
$
|
210.2
|
|
|
$
|
—
|
|
|
$
|
954.7
|
|
|
$
|
1,164.9
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Spire
|
$
|
75.5
|
|
|
$
|
97.3
|
|
|
$
|
77.5
|
|
Laclede Gas
|
57.4
|
|
|
74.5
|
|
|
76.3
|
|
|||
Alagasco
|
17.9
|
|
|
22.6
|
|
|
20.6
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Purchases of natural gas from LER
|
$
|
46.3
|
|
|
$
|
74.1
|
|
|
$
|
89.1
|
|
Sales of natural gas to LER
|
1.9
|
|
|
4.0
|
|
|
5.1
|
|
|||
Services received from Laclede Insurance Risk Services, Inc.
|
1.8
|
|
|
1.0
|
|
|
0.6
|
|
•
|
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 – Pricing inputs other than quoted prices included within Level 1, which are either directly or indirectly observable for the asset or liability as of the reporting date. These inputs are derived principally from, or corroborated by, observable market data.
|
•
|
Level 3 – Pricing that is based upon inputs that are generally unobservable that are based on the best information available and reflect management’s assumptions about how market participants would price the asset or liability.
|
|
Alagasco
|
|
EnergySouth
|
||||
Recognized amounts of identifiable assets acquired and liabilities assumed:
|
|
|
|
||||
Utility plant
|
$
|
892.7
|
|
|
$
|
199.5
|
|
Cash
|
12.1
|
|
|
2.0
|
|
||
Other current assets
|
99.4
|
|
|
17.5
|
|
||
Deferred tax assets
|
282.0
|
|
|
—
|
|
||
Other assets
|
143.4
|
|
|
79.8
|
|
||
Long-term debt
|
(249.8
|
)
|
|
(67.0
|
)
|
||
Current portion of long-term debt
|
(15.0
|
)
|
|
—
|
|
||
Other current liabilities
|
(173.4
|
)
|
|
(42.7
|
)
|
||
Deferred tax liabilities
|
—
|
|
|
(35.5
|
)
|
||
Other liabilities
|
(130.4
|
)
|
|
(52.8
|
)
|
||
Total identifiable net assets
|
861.0
|
|
|
100.8
|
|
||
Goodwill
|
735.8
|
|
|
218.9
|
|
||
Deferred tax elimination (Spire)
|
(271.3
|
)
|
|
—
|
|
||
Consideration (cash)
|
$
|
1,325.5
|
|
|
$
|
319.7
|
|
|
Alagasco
|
|
EnergySouth
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
||||||||
Total Operating Revenues
|
$
|
368.5
|
|
|
$
|
479.2
|
|
|
$
|
19.7
|
|
|
$
|
3.3
|
|
Net Income (Loss)
|
53.2
|
|
|
48.0
|
|
|
(2.9
|
)
|
|
(0.2
|
)
|
||||
Earnings (Loss) Per Share
|
$
|
1.20
|
|
|
$
|
1.11
|
|
|
$
|
(0.08
|
)
|
|
$
|
—
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Total Operating Revenues
|
$
|
1,632.4
|
|
|
$
|
2,081.6
|
|
|
$
|
2,187.1
|
|
Net Income
|
153.9
|
|
|
143.6
|
|
|
133.5
|
|
|||
Basic Earnings Per Share
|
$
|
3.48
|
|
|
$
|
3.32
|
|
|
$
|
3.11
|
|
Diluted Earnings Per Share
|
3.46
|
|
|
3.31
|
|
|
3.10
|
|
|
Shares/
Units
|
|
Weighted
Average
Grant Date
Fair Value
Per Share
|
|||
Nonvested at September 30, 2015
|
397,270
|
|
|
$
|
36.28
|
|
Granted (maximum shares that can be earned)
|
199,140
|
|
|
$
|
45.95
|
|
Vested
|
(62,593
|
)
|
|
$
|
35.29
|
|
Forfeited
|
(23,234
|
)
|
|
$
|
30.96
|
|
Nonvested at September 30, 2016
|
510,583
|
|
|
$
|
40.37
|
|
|
Stock
Options
|
|
Weighted
Average
Exercise
Price
Per Share
|
|||
Outstanding at September 30, 2015
|
28,500
|
|
|
$
|
33.65
|
|
Exercised
|
(27,750
|
)
|
|
$
|
33.66
|
|
Forfeited
|
(750
|
)
|
|
$
|
33.45
|
|
Outstanding at September 30, 2016
|
—
|
|
|
$
|
—
|
|
|
2016
|
|
2015
|
|
2014
|
Risk free interest rate
|
1.14%
|
|
0.83%
|
|
0.53%
|
Expected dividend yield of stock
|
—
|
|
—
|
|
—
|
Expected volatility of stock
|
15.0%
|
|
14.0%
|
|
18.0%
|
Vesting period
|
2.8 years
|
|
2.8 years
|
|
2.8 years
|
|
2016
|
|
2015
|
|
2014
|
||||||
Total equity compensation cost
|
$
|
6.7
|
|
|
$
|
6.7
|
|
|
$
|
5.8
|
|
Compensation cost capitalized
|
(2.2
|
)
|
|
(1.8
|
)
|
|
(1.8
|
)
|
|||
Compensation cost recognized in net income
|
$
|
4.5
|
|
|
$
|
4.9
|
|
|
$
|
4.0
|
|
Income tax benefit recognized in net income
|
(1.7
|
)
|
|
(1.9
|
)
|
|
(1.5
|
)
|
|||
Compensation cost recognized in net income, net of income tax
|
$
|
2.8
|
|
|
$
|
3.0
|
|
|
$
|
2.5
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Basic EPS:
|
|
|
|
|
|
||||||
Net Income
|
$
|
144.2
|
|
|
$
|
136.9
|
|
|
$
|
84.6
|
|
Less: Income allocated to participating securities
|
0.5
|
|
|
0.5
|
|
|
0.3
|
|
|||
Net Income Available to Common Shareholders
|
$
|
143.7
|
|
|
$
|
136.4
|
|
|
$
|
84.3
|
|
Weighted Average Shares Outstanding (millions)
|
44.1
|
|
|
43.2
|
|
|
35.8
|
|
|||
Earnings Per Share of Common Stock
|
$
|
3.26
|
|
|
$
|
3.16
|
|
|
$
|
2.36
|
|
Diluted EPS:
|
|
|
|
|
|
||||||
Net Income
|
$
|
144.2
|
|
|
$
|
136.9
|
|
|
$
|
84.6
|
|
Less: Income allocated to participating securities
|
0.5
|
|
|
0.5
|
|
|
0.3
|
|
|||
Net Income Available to Common Shareholders
|
$
|
143.7
|
|
|
$
|
136.4
|
|
|
$
|
84.3
|
|
Weighted Average Shares Outstanding (millions)
|
44.1
|
|
|
43.2
|
|
|
35.8
|
|
|||
Dilutive Effect of Stock Options, Restricted Stock, and Restricted Stock Units (millions)
|
0.2
|
|
|
0.1
|
|
|
0.1
|
|
|||
Weighted Average Diluted Shares (millions)
|
44.3
|
|
|
43.3
|
|
|
35.9
|
|
|||
Earnings Per Share of Common Stock
|
$
|
3.24
|
|
|
$
|
3.16
|
|
|
$
|
2.35
|
|
Outstanding Shares (in millions) Excluded from the Calculation of Diluted EPS Attributable to:
|
|
|
|
|
|
||||||
Restricted stock and stock units subject to performance and/or market conditions
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
If the applicable market value per share
of Spire common stock is:
|
|
Number of shares to be purchased
per purchase contract is:
|
Equal to or greater than $57.8125
|
|
0.8649
|
Less than $57.8125, but greater than $46.25
|
|
$50 ÷ applicable market value
|
Less than or equal to $46.25
|
|
1.0811
|
Issuance Date
|
|
Units Issued (Millions)
|
|
Total Net Proceeds
|
|
Total Long-term Debt
|
|
RSN Annual Interest Rate
|
|
Stock Purchase Contract Annual Rate
|
|
Stock Purchase Contract Liability
|
6/11/2014
|
|
2.875
|
|
$139.4
|
|
$143.8
|
|
2.00%
|
|
4.75%
|
|
$19.7
|
|
|
Net Unrealized Gains (Losses) on Cash Flow Hedges
|
|
Defined Benefit Pension and Other Postretirement Benefit Plans
|
|
Net Unrealized Losses on Available for Sale Securities
|
|
Total
|
||||||||
Spire
|
|
|
|
|
|
|
|
|
||||||||
Balance at September 30, 2014
|
|
$
|
0.2
|
|
|
$
|
(1.9
|
)
|
|
$
|
—
|
|
|
$
|
(1.7
|
)
|
Other comprehensive (loss) income
|
|
(0.6
|
)
|
|
0.4
|
|
|
(0.1
|
)
|
|
(0.3
|
)
|
||||
Balance at September 30, 2015
|
|
(0.4
|
)
|
|
(1.5
|
)
|
|
(0.1
|
)
|
|
(2.0
|
)
|
||||
Other comprehensive (loss) income
|
|
(1.9
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(2.2
|
)
|
||||
Balance at September 30, 2016
|
|
$
|
(2.3
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(4.2
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Laclede Gas
|
|
|
|
|
|
|
|
|
||||||||
Balance at September 30, 2014
|
|
$
|
—
|
|
|
$
|
(1.9
|
)
|
|
$
|
—
|
|
|
$
|
(1.9
|
)
|
Other comprehensive (loss) income
|
|
(0.2
|
)
|
|
0.4
|
|
|
—
|
|
|
0.2
|
|
||||
Balance at September 30, 2015
|
|
(0.2
|
)
|
|
(1.5
|
)
|
|
—
|
|
|
(1.7
|
)
|
||||
Other comprehensive income (loss)
|
|
0.3
|
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||
Balance at September 30, 2016
|
|
$
|
0.1
|
|
|
$
|
(1.8
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(1.8
|
)
|
6.
|
LONG-TERM DEBT
|
|
Spire
|
|
Laclede Gas
|
|
Alagasco
|
||||||
2017
|
$
|
250.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2018
|
100.0
|
|
|
100.0
|
|
|
—
|
|
|||
2019
|
180.0
|
|
|
50.0
|
|
|
—
|
|
|||
2020
|
40.0
|
|
|
—
|
|
|
40.0
|
|
|||
2021
|
55.0
|
|
|
—
|
|
|
—
|
|
|
Laclede Gas Commercial Paper Borrowings
|
Spire Bank Line Borrowings*
|
Alagasco
Bank Line Borrowings
|
Total
Short-Term Borrowings
|
Year Ended September 30, 2016
|
|
|
|
|
Weighted average borrowings outstanding
|
$201.0
|
$42.7
|
$30.2
|
$273.9
|
Weighted average interest rate
|
0.7%
|
1.6%
|
1.4%
|
0.9%
|
Range of borrowings outstanding
|
$43.0 - $307.2
|
$0.0 - $82.0
|
$0.0 - $82.0
|
$73.1 - $427.2
|
As of September 30, 2016
|
|
|
|
|
Borrowings outstanding at end of period
|
$243.7
|
$73.0
|
$82.0
|
$398.7
|
Weighted average interest rate
|
0.8%
|
1.8%
|
1.5%
|
1.1%
|
Year Ended September 30, 2015
|
|
|
|
|
Weighted average borrowings outstanding
|
$212.7
|
$65.6
|
$22.3
|
$300.6
|
Weighted average interest rate
|
0.4%
|
1.4%
|
1.1%
|
0.7%
|
Range of borrowings outstanding
|
$ 102.1 - $341.0
|
$32.5 - $80.0
|
$0.0 - $69.5
|
$180.1 - $488.5
|
As of September 30, 2015
|
|
|
|
|
Borrowings outstanding at end of period
|
$233.0
|
$74.0
|
$31.0
|
$338.0
|
Weighted average interest rate
|
0.5%
|
1.5%
|
1.2%
|
0.8%
|
|
Commercial Paper Borrowings
|
Borrowings from Spire
|
Total Short-Term Borrowings
|
|
|
|
|
Year Ended September 30, 2016
|
|
|
|
Weighted average borrowings outstanding
|
$201.0
|
$14.7
|
$215.7
|
Weighted average interest rate
|
0.7%
|
0.8%
|
0.7%
|
Range of borrowings outstanding
|
$43.0 - $307.2
|
$0.0 - $114.2
|
$127.8 - $ 307.2
|
As of September 30, 2016
|
|
|
|
Borrowings outstanding at end of period
|
$243.7
|
$—
|
$243.7
|
Weighted average interest rate
|
0.8%
|
—%
|
0.8%
|
Year Ended September 30, 2015
|
|
|
|
Weighted average borrowings outstanding
|
$212.7
|
$0.3
|
$213.0
|
Weighted average interest rate
|
0.4%
|
0.5%
|
0.4%
|
Range of borrowings outstanding
|
$102.1 - $341.0
|
$0.0 - $10.4
|
$104.2 - $ 341.0
|
As of September 30, 2015
|
|
|
|
Borrowings outstanding at end of period
|
$233.0
|
$—
|
$233.0
|
Weighted average interest rate
|
0.5%
|
—%
|
0.5%
|
|
Bank Line
Borrowings
|
Borrowings from Spire
|
Total Short-Term Borrowings
|
|
|
|
|
Year Ended September 30, 2016
|
|
|
|
Weighted average borrowings outstanding
|
$30.2
|
$12.4
|
$42.6
|
Weighted average interest rate
|
1.4%
|
1.4%
|
1.4%
|
Range of borrowings outstanding
|
$0.0 - $82
|
$0.0 - $61.9
|
$19.0 - $82.0
|
As of September 30, 2016
|
|
|
|
Borrowings outstanding at end of period
|
$82.0
|
$—
|
$82.0
|
Weighted average interest rate
|
1.5%
|
—%
|
1.5%
|
Year Ended September 30, 2015
|
|
|
|
Weighted average borrowings outstanding
|
$22.3
|
$—
|
$22.3
|
Weighted average interest rate
|
1.1%
|
—%
|
1.1%
|
Range of borrowings outstanding
|
$0.0 - $69.5
|
0
|
$0.0- $69.5
|
As of September 30, 2015
|
|
|
|
Borrowings outstanding at end of period
|
$31.0
|
$—
|
$31.0
|
Weighted average interest rate
|
1.2%
|
—%
|
1.2%
|
8.
|
FAIR VALUE OF FINANCIAL INSTRUMENTS
|
|
|
|
|
|
Classification of Estimated Fair Value
|
||||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Quoted
Prices in Active Markets
(Level 1)
|
|
Significant Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||||
As of September 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
5.2
|
|
|
$
|
5.2
|
|
|
$
|
5.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term debt
|
398.7
|
|
|
398.7
|
|
|
—
|
|
|
398.7
|
|
|
—
|
|
|||||
Long-term debt, including current portion
|
2,083.7
|
|
|
2,257.1
|
|
|
—
|
|
|
2,257.1
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
As of September 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
13.8
|
|
|
$
|
13.8
|
|
|
$
|
13.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term debt
|
338.0
|
|
|
338.0
|
|
|
—
|
|
|
338.0
|
|
|
—
|
|
|||||
Long-term debt, including current portion
|
1,851.5
|
|
|
1,944.2
|
|
|
—
|
|
|
1,944.2
|
|
|
—
|
|
|
|
|
|
|
Classification of Estimated Fair Value
|
||||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Quoted
Prices in Active Markets
(Level 1)
|
|
Significant Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||||
As of September 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
2.1
|
|
|
$
|
2.1
|
|
|
$
|
2.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term debt
|
243.7
|
|
|
243.7
|
|
|
—
|
|
|
243.7
|
|
|
—
|
|
|||||
Long-term debt
|
808.3
|
|
|
900.4
|
|
|
—
|
|
|
900.4
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
As of September 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
1.7
|
|
|
$
|
1.7
|
|
|
$
|
1.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term debt
|
233.0
|
|
|
233.0
|
|
|
—
|
|
|
233.0
|
|
|
—
|
|
|||||
Long-term debt
|
808.1
|
|
|
880.2
|
|
|
—
|
|
|
880.2
|
|
|
—
|
|
|
|
|
|
|
Classification of Estimated Fair Value
|
||||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Quoted
Prices in Active Markets
(Level 1)
|
|
Significant Observable Inputs
(Level 2)
|
|
Significant Unobservable Inputs
(Level 3)
|
||||||||||
As of September 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term debt
|
82.0
|
|
|
82.0
|
|
|
—
|
|
|
82.0
|
|
|
—
|
|
|||||
Long-term debt
|
250.0
|
|
|
275.5
|
|
|
—
|
|
|
275.5
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
As of September 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
7.2
|
|
|
$
|
7.2
|
|
|
$
|
7.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term debt
|
31.0
|
|
|
31.0
|
|
|
—
|
|
|
31.0
|
|
|
—
|
|
|||||
Long-term debt, including current portion
|
250.0
|
|
|
263.2
|
|
|
—
|
|
|
263.2
|
|
|
—
|
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Effects of Netting and Cash Margin Receivables
/Payables
|
|
Total
|
||||||||||
As of September 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Gas Utility
|
|
|
|
|
|
|
|
|
|
||||||||||
US stock/bond mutual funds
|
$
|
16.8
|
|
|
$
|
4.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20.9
|
|
NYMEX/ICE natural gas contracts
|
5.3
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
4.9
|
|
|||||
Gasoline and heating oil contracts
|
0.4
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
0.1
|
|
|||||
Subtotal
|
22.5
|
|
|
4.1
|
|
|
—
|
|
|
(0.7
|
)
|
|
25.9
|
|
|||||
Gas Marketing
|
|
|
|
|
|
|
|
|
|
||||||||||
NYMEX/ICE natural gas contracts
|
0.4
|
|
|
3.4
|
|
|
—
|
|
|
(3.4
|
)
|
|
0.4
|
|
|||||
Natural gas commodity contracts
|
—
|
|
|
8.7
|
|
|
0.2
|
|
|
(0.9
|
)
|
|
8.0
|
|
|||||
Total
|
$
|
22.9
|
|
|
$
|
16.2
|
|
|
$
|
0.2
|
|
|
$
|
(5.0
|
)
|
|
$
|
34.3
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Gas Utility
|
|
|
|
|
|
|
|
|
|
||||||||||
NYMEX/ICE natural gas contracts
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1.6
|
)
|
|
$
|
—
|
|
OTCBB natural gas contracts
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||||
Subtotal
|
1.6
|
|
|
0.2
|
|
|
—
|
|
|
(1.6
|
)
|
|
0.2
|
|
|||||
Gas Marketing
|
|
|
|
|
|
|
|
|
|
||||||||||
NYMEX/ICE natural gas contracts
|
3.5
|
|
|
1.6
|
|
|
—
|
|
|
(5.1
|
)
|
|
—
|
|
|||||
Natural gas commodity contracts
|
—
|
|
|
2.6
|
|
|
—
|
|
|
(0.9
|
)
|
|
1.7
|
|
|||||
Other
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate swaps
|
—
|
|
|
3.0
|
|
|
—
|
|
|
—
|
|
|
3.0
|
|
|||||
Total
|
$
|
5.1
|
|
|
$
|
7.4
|
|
|
$
|
—
|
|
|
$
|
(7.6
|
)
|
|
$
|
4.9
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
As of September 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Gas Utility
|
|
|
|
|
|
|
|
|
|
||||||||||
US stock/bond mutual funds
|
$
|
15.5
|
|
|
$
|
4.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19.5
|
|
NYMEX/ICE natural gas contracts
|
1.3
|
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|||||
Subtotal
|
16.8
|
|
|
4.0
|
|
|
—
|
|
|
(1.3
|
)
|
|
19.5
|
|
|||||
Gas Marketing
|
|
|
|
|
|
|
|
|
|
||||||||||
NYMEX natural gas contracts
|
6.3
|
|
|
4.3
|
|
|
—
|
|
|
(6.6
|
)
|
|
4.0
|
|
|||||
Natural gas commodity contracts
|
—
|
|
|
1.5
|
|
|
0.2
|
|
|
(0.5
|
)
|
|
1.2
|
|
|||||
Total
|
$
|
23.1
|
|
|
$
|
9.8
|
|
|
$
|
0.2
|
|
|
$
|
(8.4
|
)
|
|
$
|
24.7
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Gas Utility
|
|
|
|
|
|
|
|
|
|
||||||||||
NYMEX/ICE natural gas contracts
|
$
|
16.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(16.4
|
)
|
|
$
|
—
|
|
OTCBB natural gas contracts
|
—
|
|
|
5.9
|
|
|
—
|
|
|
—
|
|
|
5.9
|
|
|||||
NYMEX gasoline and heating oil contracts
|
0.3
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|||||
Subtotal
|
16.7
|
|
|
5.9
|
|
|
—
|
|
|
(16.7
|
)
|
|
5.9
|
|
|||||
Gas Marketing
|
|
|
|
|
|
|
|
|
|
||||||||||
NYMEX/ICE natural gas contracts
|
1.2
|
|
|
3.9
|
|
|
—
|
|
|
(5.1
|
)
|
|
—
|
|
|||||
Natural gas commodity contracts
|
—
|
|
|
2.2
|
|
|
—
|
|
|
(0.5
|
)
|
|
1.7
|
|
|||||
Total
|
$
|
17.9
|
|
|
$
|
12.0
|
|
|
$
|
—
|
|
|
$
|
(22.3
|
)
|
|
$
|
7.6
|
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Effects of Netting and Cash Margin Receivables
/Payables
|
|
Total
|
||||||||||
As of September 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
US stock/bond mutual funds
|
$
|
16.8
|
|
|
$
|
4.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20.9
|
|
NYMEX/ICE natural gas contracts
|
5.3
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
4.9
|
|
|||||
Gasoline and heating oil contracts
|
0.3
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|||||
Total
|
$
|
22.4
|
|
|
$
|
4.1
|
|
|
$
|
—
|
|
|
$
|
(0.7
|
)
|
|
$
|
25.8
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
NYMEX/ICE natural gas contracts
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1.6
|
)
|
|
$
|
—
|
|
OTCBB natural gas contracts
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||||
Total
|
$
|
1.6
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
(1.6
|
)
|
|
$
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
As of September 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
US stock/bond mutual funds
|
$
|
15.5
|
|
|
$
|
4.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19.5
|
|
NYMEX/ICE natural gas contracts
|
1.3
|
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|||||
Total
|
$
|
16.8
|
|
|
$
|
4.0
|
|
|
$
|
—
|
|
|
$
|
(1.3
|
)
|
|
$
|
19.5
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
NYMEX/ICE natural gas contracts
|
$
|
16.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(16.4
|
)
|
|
$
|
—
|
|
OTCBB natural gas contracts
|
—
|
|
|
5.9
|
|
|
—
|
|
|
—
|
|
|
5.9
|
|
|||||
NYMEX gasoline and heating oil contracts
|
0.3
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|||||
Total
|
$
|
16.7
|
|
|
$
|
5.9
|
|
|
$
|
—
|
|
|
$
|
(16.7
|
)
|
|
$
|
5.9
|
|
10.
|
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
|
|
Gas Utility
|
|
Gas Marketing
|
||||||||||
|
MMBtu
(millions)
|
|
Avg. Price
Per
MMBtu
|
|
MMBtu
(millions)
|
|
Avg. Price
Per
MMBtu
|
||||||
NYMEX/ICE Open short futures positions
|
|
|
|
|
|
|
|
||||||
Fiscal 2017
|
—
|
|
|
$
|
—
|
|
|
12.20
|
|
|
$
|
2.86
|
|
Fiscal 2018
|
—
|
|
|
—
|
|
|
1.27
|
|
|
2.95
|
|
||
NYMEX/ICE Open long futures/swap positions
|
|
|
|
|
|
|
|
|
|
|
|
||
Fiscal 2017
|
18.43
|
|
|
2.95
|
|
|
4.62
|
|
|
3.12
|
|
||
Fiscal 2018
|
0.33
|
|
|
2.83
|
|
|
0.45
|
|
|
3.02
|
|
||
Fiscal 2019
|
—
|
|
|
—
|
|
|
0.04
|
|
|
2.89
|
|
||
ICE Open long basis swap positions
|
|
|
|
|
|
|
|
||||||
Fiscal 2017
|
—
|
|
|
—
|
|
|
16.62
|
|
|
0.34
|
|
||
Fiscal 2018
|
—
|
|
|
—
|
|
|
2.01
|
|
|
0.43
|
|
||
Fiscal 2019
|
—
|
|
|
—
|
|
|
0.08
|
|
|
0.40
|
|
||
ICE Open short basis swap positions
|
|
|
|
|
|
|
|
||||||
Fiscal 2017
|
—
|
|
|
—
|
|
|
11.88
|
|
|
0.19
|
|
||
Fiscal 2018
|
—
|
|
|
—
|
|
|
0.93
|
|
|
0.27
|
|
||
Fiscal 2019
|
—
|
|
|
—
|
|
|
2.27
|
|
|
0.13
|
|
||
OTC Open long futures/swap positions
|
|
|
|
|
|
|
|
||||||
Fiscal 2017
|
0.32
|
|
|
3.64
|
|
|
—
|
|
|
—
|
|
*
|
Gains and losses on Laclede Gas’ natural gas derivative instruments, which are not designated as hedging instruments for financial reporting purposes, are deferred pursuant to the Missouri Utilities’ PGA clauses and initially recorded as regulatory assets or regulatory liabilities. These gains and losses are excluded from the table above because they have no direct impact on the statements of income. Such amounts are recognized in the statements of income as a component of Regulated Gas Distribution Natural and Propane Gas operating expenses when they are recovered through the PGA clause and reflected in customer billings.
|
*
|
The fair values of Asset Derivatives and Liability Derivatives exclude the fair value of cash margin receivables or payables with counterparties subject to netting arrangements. Fair value amounts of derivative contracts (including the fair value amounts of cash margin receivables and payables) for which there is a legal right to set off are presented net on the balance sheets. As such, the gross balances presented in the table above are not indicative of the Company’s net economic exposure. Refer to
Note 9
, Fair Value Measurements, for information on the valuation of derivative instruments.
|
|
2016
|
|
2015
|
||||
Fair value of asset derivatives presented above
|
$
|
18.4
|
|
|
$
|
13.5
|
|
Fair value of cash margin receivables offset with derivatives
|
2.5
|
|
|
13.9
|
|
||
Netting of assets and liabilities with the same counterparty
|
(7.6
|
)
|
|
(22.2
|
)
|
||
Total
|
$
|
13.3
|
|
|
$
|
5.2
|
|
Derivative Instrument Assets, per Consolidated Balance Sheets:
|
|
|
|
||||
Derivative instrument assets
|
$
|
11.4
|
|
|
$
|
4.6
|
|
Deferred Charges – Other
|
1.9
|
|
|
0.6
|
|
||
Total
|
$
|
13.3
|
|
|
$
|
5.2
|
|
|
|
|
|
||||
Fair value of liability derivatives presented above
|
$
|
12.5
|
|
|
$
|
29.8
|
|
Netting of assets and liabilities with the same counterparty
|
(7.6
|
)
|
|
(22.2
|
)
|
||
Total
|
$
|
4.9
|
|
|
$
|
7.6
|
|
Derivative Instrument Liabilities, per Consolidated Balance Sheets:
|
|
|
|
||||
Current Liabilities – Other
|
$
|
4.8
|
|
|
$
|
6.8
|
|
Deferred Credits – Other
|
0.1
|
|
|
0.8
|
|
||
Total
|
$
|
4.9
|
|
|
$
|
7.6
|
|
|
MMBtu
(millions)
|
|
Avg. Price
Per MMBtu
|
|||
NYMEX/ICE Open long futures/swap positions
|
|
|
|
|
|
|
Fiscal 2017
|
18.43
|
|
|
$
|
2.95
|
|
Fiscal 2018
|
0.33
|
|
|
2.83
|
|
|
OTC Open long futures/swap positions
|
|
|
|
|||
Fiscal 2017
|
0.32
|
|
|
$
|
3.64
|
|
*
|
Gains and losses on Laclede Gas’ natural gas derivative instruments, which are not designated as hedging instruments for financial reporting purposes, are deferred pursuant to the Laclede Gas’ PGA clauses and initially recorded as regulatory assets or regulatory liabilities. These gains and losses are excluded from the table above because they have no direct impact on the Statements of Income. Such amounts are recognized in the Statements of Income as a component of Regulated Gas Distribution Natural and Propane Gas operating expenses when they are recovered through the PGA clause and reflected in customer billings.
|
*
|
The fair values of Asset Derivatives and Liability Derivatives exclude the fair value of cash margin receivables or payables with counterparties subject to netting arrangements. Fair value amounts of derivative contracts (including the fair value amounts of cash margin receivables and payables) for which there is a legal right to set off are presented net on the Balance Sheets. As such, the gross balances presented in the table above are not indicative of Laclede Gas’ net economic exposure. Refer to
Note 9
, Fair Value Measurements, for information on the valuation of derivative instruments.
|
|
2016
|
|
2015
|
||||
Fair value of asset derivatives presented above
|
$
|
5.7
|
|
|
$
|
1.2
|
|
Fair value of cash margin receivables offset with derivatives
|
0.8
|
|
|
15.5
|
|
||
Netting of assets and liabilities with the same counterparty
|
(1.6
|
)
|
|
(16.7
|
)
|
||
Total
|
$
|
4.9
|
|
|
$
|
—
|
|
Derivative Instrument Assets, per Balance Sheets:
|
|
|
|
||||
Derivative instrument assets
|
$
|
4.9
|
|
|
$
|
—
|
|
Total
|
$
|
4.9
|
|
|
$
|
—
|
|
|
|
|
|
||||
Fair value of liability derivatives presented above
|
$
|
1.8
|
|
|
$
|
22.6
|
|
Netting of assets and liabilities with the same counterparty
|
(1.6
|
)
|
|
(16.7
|
)
|
||
Total
|
$
|
0.2
|
|
|
$
|
5.9
|
|
Derivative Instrument Liabilities, per Balance Sheets:
|
|
|
|
||||
Current Liabilities – Other
|
$
|
0.2
|
|
|
$
|
5.7
|
|
Deferred Credits – Other
|
—
|
|
|
0.2
|
|
||
Total
|
$
|
0.2
|
|
|
$
|
5.9
|
|
12.
|
INCOME TAXES
|
|
2016
|
|
2015
|
|
2014
|
||||||
Federal
|
|
|
|
|
|
||||||
Current
|
$
|
0.1
|
|
|
$
|
(3.3
|
)
|
|
$
|
0.3
|
|
Deferred
|
62.0
|
|
|
58.8
|
|
|
30.6
|
|
|||
Investment tax credits
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|||
State and local
|
|
|
|
|
|
||||||
Current
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|||
Deferred
|
7.0
|
|
|
6.9
|
|
|
1.0
|
|
|||
Total income tax expense
|
$
|
69.5
|
|
|
$
|
62.2
|
|
|
$
|
32.3
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Federal income tax statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes, net of federal income tax benefits
|
2.8
|
|
|
3.0
|
|
|
1.8
|
|
Certain expenses capitalized on books and deducted on tax return
|
(3.4
|
)
|
|
(3.7
|
)
|
|
(4.9
|
)
|
Taxes related to prior years
|
(0.2
|
)
|
|
(0.6
|
)
|
|
(0.7
|
)
|
Other items – net *
|
(1.7
|
)
|
|
(2.5
|
)
|
|
(3.6
|
)
|
Effective income tax rate
|
32.5
|
%
|
|
31.2
|
%
|
|
27.6
|
%
|
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Reserves not currently deductible
|
$
|
21.3
|
|
|
$
|
14.8
|
|
Pension and other postretirement benefits
|
68.3
|
|
|
62.5
|
|
||
Operating losses
|
102.3
|
|
|
47.3
|
|
||
Other
|
—
|
|
|
1.5
|
|
||
Deferred tax assets
|
191.9
|
|
|
126.1
|
|
||
Less: valuation allowance
|
0.9
|
|
|
—
|
|
||
Total deferred tax assets
|
191.0
|
|
|
126.1
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Relating to property
|
623.1
|
|
|
472.1
|
|
||
Regulatory pension and other postretirement benefits
|
106.8
|
|
|
110.6
|
|
||
Deferred gas costs
|
20.0
|
|
|
8.1
|
|
||
Other
|
48.4
|
|
|
11.6
|
|
||
Total deferred tax liabilities
|
798.3
|
|
|
602.4
|
|
||
Net deferred tax liability
|
607.3
|
|
|
476.3
|
|
||
Net deferred tax asset – current
|
—
|
|
|
5.8
|
|
||
Net deferred tax liability – noncurrent
|
$
|
607.3
|
|
|
$
|
482.1
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Unrecognized tax benefits, beginning of year
|
$
|
7.1
|
|
|
$
|
4.6
|
|
|
$
|
2.4
|
|
Increases related to tax positions taken in current year
|
3.4
|
|
|
2.9
|
|
|
2.6
|
|
|||
Reductions due to lapse of applicable statute of limitations
|
(0.5
|
)
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|||
Unrecognized tax benefits, end of year
|
$
|
10.0
|
|
|
$
|
7.1
|
|
|
$
|
4.6
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Federal
|
|
|
|
|
|
||||||
Current
|
$
|
—
|
|
|
$
|
(2.1
|
)
|
|
$
|
(0.1
|
)
|
Deferred
|
37.5
|
|
|
40.9
|
|
|
34.3
|
|
|||
Investment tax credits
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|||
State and local
|
|
|
|
|
|
||||||
Current
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|||
Deferred
|
8.0
|
|
|
4.7
|
|
|
1.5
|
|
|||
Total income tax expense
|
$
|
45.4
|
|
|
$
|
43.2
|
|
|
$
|
35.5
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Federal income tax statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes, net of federal income tax benefits
|
2.8
|
|
|
2.8
|
|
|
1.8
|
|
Certain expenses capitalized on books and deducted on tax return
|
(4.8
|
)
|
|
(4.9
|
)
|
|
(4.5
|
)
|
Taxes related to prior years
|
(0.2
|
)
|
|
(0.8
|
)
|
|
(0.7
|
)
|
Other items – net *
|
(2.8
|
)
|
|
(3.0
|
)
|
|
(3.3
|
)
|
Effective income tax rate
|
30.0
|
%
|
|
29.1
|
%
|
|
28.3
|
%
|
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Reserves not currently deductible
|
$
|
14.9
|
|
|
$
|
15.4
|
|
Pension and other postretirement benefits
|
56.9
|
|
|
62.5
|
|
||
Operating losses
|
29.9
|
|
|
3.7
|
|
||
Other
|
—
|
|
|
1.5
|
|
||
Deferred tax assets
|
101.7
|
|
|
83.1
|
|
||
Less: valuation allowance
|
0.9
|
|
|
—
|
|
||
Total deferred tax assets
|
100.8
|
|
|
83.1
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Relating to utility property
|
497.0
|
|
|
425.0
|
|
||
Regulatory pension and other postretirement benefits
|
106.8
|
|
|
120.2
|
|
||
Deferred gas costs
|
20.0
|
|
|
8.2
|
|
||
Other
|
33.9
|
|
|
14.5
|
|
||
Total deferred tax liabilities
|
657.7
|
|
|
567.9
|
|
||
Net deferred tax liability
|
556.9
|
|
|
484.8
|
|
||
Net deferred tax asset – current
|
—
|
|
|
0.4
|
|
||
Net deferred tax liability – noncurrent
|
$
|
556.9
|
|
|
$
|
485.2
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Unrecognized tax benefits, beginning of year
|
$
|
6.9
|
|
|
$
|
4.2
|
|
|
$
|
2.0
|
|
Increases related to tax positions taken in current year
|
3.3
|
|
|
2.9
|
|
|
2.5
|
|
|||
Reductions due to lapse of applicable statute of limitations
|
(0.5
|
)
|
|
(0.2
|
)
|
|
(0.3
|
)
|
|||
Unrecognized tax benefits, end of year
|
$
|
9.7
|
|
|
$
|
6.9
|
|
|
$
|
4.2
|
|
|
Year Ended September 30,
|
|
Year Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Federal
|
|
|
|
|
|
||||||
Current
|
$
|
(0.8
|
)
|
|
$
|
—
|
|
|
$
|
14.1
|
|
Deferred
|
29.4
|
|
|
25.9
|
|
|
3.5
|
|
|||
State and local
|
|
|
|
|
|
||||||
Current
|
—
|
|
|
0.1
|
|
|
1.8
|
|
|||
Deferred
|
3.8
|
|
|
3.3
|
|
|
0.5
|
|
|||
Total income tax expense
|
$
|
32.4
|
|
|
$
|
29.3
|
|
|
$
|
19.9
|
|
|
Year Ended September 30,
|
|
Year Ended September 30,
|
|
Nine Months Ended September 30,
|
|||
|
2016
|
|
2015
|
|
2014
|
|||
Federal income tax statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes, net of federal income tax benefits
|
2.8
|
|
|
2.8
|
|
|
2.8
|
|
Other items – net
|
0.1
|
|
|
0.1
|
|
|
(0.2
|
)
|
Effective income tax rate
|
37.9
|
%
|
|
37.9
|
%
|
|
37.6
|
%
|
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Reserves not currently deductible
|
$
|
6.3
|
|
|
$
|
7.0
|
|
Pension and other postretirement benefits
|
11.4
|
|
|
9.6
|
|
||
Goodwill
|
233.4
|
|
|
251.5
|
|
||
Operating losses
|
60.2
|
|
|
32.4
|
|
||
Other
|
—
|
|
|
1.4
|
|
||
Total deferred tax assets
|
311.3
|
|
|
301.9
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Relating to utility property
|
87.6
|
|
|
45.1
|
|
||
Other
|
2.3
|
|
|
2.2
|
|
||
Total deferred tax liabilities
|
89.9
|
|
|
47.3
|
|
||
Net deferred tax asset
|
221.4
|
|
|
254.6
|
|
||
Net deferred tax asset – current
|
—
|
|
|
6.2
|
|
||
Net deferred tax asset – noncurrent
|
$
|
221.4
|
|
|
$
|
248.4
|
|
|
Year Ended September 30,
|
|
Year Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Unrecognized tax benefits, beginning of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
Reduction for transfer of balance to Energen
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|||
Unrecognized tax benefits, end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Spire
|
|
Laclede Gas
|
|
Alagasco
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Benefit obligation, beginning of year
|
$
|
652.3
|
|
|
$
|
692.4
|
|
|
$
|
497.6
|
|
|
$
|
543.6
|
|
|
$
|
154.7
|
|
|
$
|
148.8
|
|
Service cost
|
15.3
|
|
|
17.3
|
|
|
10.0
|
|
|
11.5
|
|
|
5.3
|
|
|
5.8
|
|
||||||
Interest cost
|
28.0
|
|
|
29.5
|
|
|
21.7
|
|
|
23.3
|
|
|
6.3
|
|
|
6.2
|
|
||||||
Actuarial loss (gain)
|
85.8
|
|
|
(12.8
|
)
|
|
59.2
|
|
|
(20.7
|
)
|
|
26.6
|
|
|
7.9
|
|
||||||
Plan amendments
|
5.1
|
|
|
—
|
|
|
5.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
EnergySouth acquisition
|
60.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement loss
|
1.1
|
|
|
16.5
|
|
|
—
|
|
|
14.5
|
|
|
1.1
|
|
|
2.0
|
|
||||||
Special termination benefits
|
1.6
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement benefits paid
|
(16.6
|
)
|
|
(71.1
|
)
|
|
—
|
|
|
(58.2
|
)
|
|
(16.6
|
)
|
|
(12.9
|
)
|
||||||
Regular benefits paid
|
(38.3
|
)
|
|
(19.5
|
)
|
|
(35.2
|
)
|
|
(16.4
|
)
|
|
(3.1
|
)
|
|
(3.1
|
)
|
||||||
Benefit obligation, end of year
|
$
|
794.7
|
|
|
$
|
652.3
|
|
|
$
|
560.0
|
|
|
$
|
497.6
|
|
|
$
|
174.3
|
|
|
$
|
154.7
|
|
Accumulated benefit obligation, end of year
|
724.5
|
|
|
$
|
591.4
|
|
|
517.7
|
|
|
$
|
456.9
|
|
|
149.8
|
|
|
$
|
134.5
|
|
|
Spire
|
|
Laclede Gas
|
|
Alagasco
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Fair value of plan assets, beginning of year
|
$
|
448.9
|
|
|
$
|
506.6
|
|
|
$
|
339.9
|
|
|
$
|
387.4
|
|
|
$
|
109.0
|
|
|
$
|
119.2
|
|
Actual return on plan assets
|
75.1
|
|
|
(7.2
|
)
|
|
64.4
|
|
|
(3.0
|
)
|
|
10.7
|
|
|
(4.2
|
)
|
||||||
Employer contributions
|
26.6
|
|
|
40.1
|
|
|
26.6
|
|
|
30.1
|
|
|
—
|
|
|
10.0
|
|
||||||
EnergySouth acquisition
|
44.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement benefits paid
|
(16.6
|
)
|
|
(71.1
|
)
|
|
—
|
|
|
(58.2
|
)
|
|
(16.6
|
)
|
|
(12.9
|
)
|
||||||
Regular benefits paid
|
(38.3
|
)
|
|
(19.5
|
)
|
|
(35.2
|
)
|
|
(16.4
|
)
|
|
(3.1
|
)
|
|
(3.1
|
)
|
||||||
Fair value of plan assets, end of year
|
$
|
540.5
|
|
|
$
|
448.9
|
|
|
$
|
395.7
|
|
|
$
|
339.9
|
|
|
$
|
100.0
|
|
|
$
|
109.0
|
|
Funded status of plans, end of year
|
$
|
(254.2
|
)
|
|
$
|
(203.4
|
)
|
|
$
|
(164.3
|
)
|
|
$
|
(157.7
|
)
|
|
$
|
(74.3
|
)
|
|
$
|
(45.7
|
)
|
|
Spire
|
|
Laclede Gas
|
|
Alagasco
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Current liabilities
|
$
|
(0.6
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Noncurrent liabilities
|
(253.6
|
)
|
|
(202.9
|
)
|
|
(163.7
|
)
|
|
(157.2
|
)
|
|
(74.3
|
)
|
|
(45.7
|
)
|
||||||
Total
|
$
|
(254.2
|
)
|
|
$
|
(203.4
|
)
|
|
$
|
(164.3
|
)
|
|
$
|
(157.7
|
)
|
|
$
|
(74.3
|
)
|
|
$
|
(45.7
|
)
|
|
Spire
|
|
Laclede Gas
|
|
Alagasco
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Net actuarial loss
|
$
|
179.4
|
|
|
$
|
143.9
|
|
|
$
|
135.5
|
|
|
$
|
121.9
|
|
|
$
|
43.9
|
|
|
$
|
22.0
|
|
Prior service costs
|
8.2
|
|
|
3.5
|
|
|
8.2
|
|
|
3.5
|
|
|
—
|
|
|
—
|
|
||||||
Subtotal
|
187.6
|
|
|
147.4
|
|
|
143.7
|
|
|
125.4
|
|
|
43.9
|
|
|
22.0
|
|
||||||
Adjustments for amounts included in regulatory assets
|
(184.8
|
)
|
|
(144.9
|
)
|
|
(140.9
|
)
|
|
(122.9
|
)
|
|
(43.9
|
)
|
|
(22.0
|
)
|
||||||
Total
|
$
|
2.8
|
|
|
$
|
2.5
|
|
|
$
|
2.8
|
|
|
$
|
2.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Spire
|
|
Laclede Gas
|
|
Alagasco
|
||||||
Amortization of net actuarial loss
|
$
|
13.5
|
|
|
$
|
11.6
|
|
|
$
|
1.9
|
|
Amortization of prior service cost
|
1.0
|
|
|
1.0
|
|
|
—
|
|
|||
Subtotal
|
14.5
|
|
|
12.6
|
|
|
1.9
|
|
|||
Regulatory adjustment
|
(14.2
|
)
|
|
(12.3
|
)
|
|
(1.9
|
)
|
|||
Total
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
*
|
Assumptions for weighted average rate of future compensation increase and expected long-term rate of return on plan assets are the same for both Laclede Gas and MGE plans.
|
|
2016
|
|
2015
|
|
2014*
|
Weighted average discount rate
|
4.25% /4.30%
|
|
4.15% /4.25%
|
|
4.00% / 4.05%
|
Weighted average rate of future compensation increase
|
3.00%
|
|
2.92%
|
|
2.92%
|
Expected long-term rate of return on plan assets
|
7.50%
|
|
7.00% / 7.25%
|
|
7.00% / 7.25%
|
|
2016
|
|
2015
|
Weighted average discount rate - Laclede Gas division
|
3.50%
|
|
4.40%
|
Weighted average discount rate - MGE division
|
3.50%
|
|
4.50%
|
Weighted average discount rate - Alagasco
|
3.45%/3.50%
|
|
4.25%/4.30%
|
Weighted average rate of future compensation increase - Laclede Gas, Alagasco and MGE
|
3.00%
|
|
3.00%
|
|
Spire
|
|
Laclede Gas
|
|
Alagasco
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Projected benefit obligation
|
$
|
794.8
|
|
|
$
|
652.3
|
|
|
$
|
560.0
|
|
|
$
|
497.6
|
|
|
$
|
174.3
|
|
|
$
|
154.7
|
|
Accumulated benefit obligation
|
724.5
|
|
|
591.4
|
|
|
517.7
|
|
|
456.9
|
|
|
149.8
|
|
|
134.5
|
|
||||||
Fair value of plan assets
|
540.5
|
|
|
448.9
|
|
|
395.7
|
|
|
339.9
|
|
|
100.0
|
|
|
109.0
|
|
Laclede Gas
|
2016
Target
|
|
2016
Actual
|
|
2015
Target
|
|
2015
Actual
|
||||
Equity markets
|
56.2
|
%
|
|
56.9
|
%
|
|
52.0
|
%
|
|
48.4
|
%
|
Debt securities
|
43.8
|
%
|
|
43.1
|
%
|
|
48.0
|
%
|
|
50.1
|
%
|
Other*
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
1.5
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
*
|
Other investments in
2016
and
2015
consisted of cash equivalents.
|
Alagasco
|
2016
Target
|
|
2016
Actual
|
|
2015
Target
|
|
2015
Actual
|
||||
Equity markets
|
60.0
|
%
|
|
59.2
|
%
|
|
60.0
|
%
|
|
52.9
|
%
|
Debt securities
|
29.0
|
%
|
|
28.8
|
%
|
|
29.0
|
%
|
|
27.9
|
%
|
Other*
|
11.0
|
%
|
|
12.0
|
%
|
|
11.0
|
%
|
|
19.2
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
*
|
Other investments in 2016 included cash, real estate, commodities, natural resources and TIPS. In 2015, this included cash and cash equivalents, hedge funds, real estate, and all asset funds, which can invest in equities or fixed income.
|
|
2017
|
2018
|
2019
|
2020
|
2021
|
2022-
2026
|
||||||||||||
Spire
|
$
|
61.3
|
|
$
|
56.2
|
|
$
|
57.1
|
|
$
|
56.6
|
|
$
|
56.8
|
|
$
|
286.3
|
|
Laclede Gas
|
48.2
|
|
43.3
|
|
43.5
|
|
42.2
|
|
40.4
|
|
196.6
|
|
||||||
Alagasco
|
10.9
|
|
10.6
|
|
11.2
|
|
11.9
|
|
13.7
|
|
74.5
|
|
|
Spire
|
|
Laclede Gas
|
|
Alagasco
|
||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014*
|
||||||||||||||||||
Service cost – benefits earned during the period
|
$
|
10.9
|
|
|
$
|
12.8
|
|
|
$
|
11.3
|
|
|
$
|
10.6
|
|
|
$
|
12.3
|
|
|
$
|
11.2
|
|
|
$
|
0.3
|
|
|
$
|
0.5
|
|
|
$
|
0.4
|
|
Interest cost on accumulated postretirement benefit obligation
|
10.2
|
|
|
11.2
|
|
|
8.9
|
|
|
8.1
|
|
|
8.6
|
|
|
8.7
|
|
|
2.1
|
|
|
2.6
|
|
|
1.9
|
|
|||||||||
Expected return on plan assets
|
(13.5
|
)
|
|
(13.2
|
)
|
|
(7.3
|
)
|
|
(8.5
|
)
|
|
(8.1
|
)
|
|
(6.8
|
)
|
|
(5.0
|
)
|
|
(5.1
|
)
|
|
(3.6
|
)
|
|||||||||
Amortization of prior other comprehensive loss
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of prior service cost
|
0.3
|
|
|
0.8
|
|
|
—
|
|
|
0.3
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of actuarial loss (gain)
|
3.6
|
|
|
5.1
|
|
|
6.0
|
|
|
3.8
|
|
|
5.1
|
|
|
6.0
|
|
|
(0.2
|
)
|
|
—
|
|
|
(1.0
|
)
|
|||||||||
Special termination benefits
|
2.6
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Subtotal
|
14.1
|
|
|
16.7
|
|
|
18.7
|
|
|
16.9
|
|
|
18.7
|
|
|
19.1
|
|
|
(2.8
|
)
|
|
(2.0
|
)
|
|
(2.3
|
)
|
|||||||||
Regulatory adjustment
|
(6.6
|
)
|
|
(11.0
|
)
|
|
(9.6
|
)
|
|
(4.8
|
)
|
|
(9.2
|
)
|
|
(9.6
|
)
|
|
(1.8
|
)
|
|
(1.8
|
)
|
|
(0.2
|
)
|
|||||||||
Net postretirement benefit cost
|
$
|
7.5
|
|
|
$
|
5.7
|
|
|
$
|
9.1
|
|
|
$
|
12.1
|
|
|
$
|
9.5
|
|
|
$
|
9.5
|
|
|
$
|
(4.6
|
)
|
|
$
|
(3.8
|
)
|
|
$
|
(2.5
|
)
|
|
|
|
|
|
|
|
|
|
* Nine months ended September 30
|
|
|
Spire
|
|
Laclede Gas
|
|
Alagasco
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Benefit obligation, beginning of year
|
$
|
239.2
|
|
|
$
|
258.5
|
|
|
$
|
191.9
|
|
|
$
|
197.9
|
|
|
$
|
47.3
|
|
|
$
|
60.6
|
|
Service cost
|
10.9
|
|
|
12.8
|
|
|
10.6
|
|
|
12.3
|
|
|
0.3
|
|
|
0.5
|
|
||||||
Interest cost
|
10.2
|
|
|
11.2
|
|
|
8.1
|
|
|
8.6
|
|
|
2.1
|
|
|
2.6
|
|
||||||
Actuarial loss (gain)
|
7.1
|
|
|
(23.7
|
)
|
|
6.7
|
|
|
(10.9
|
)
|
|
0.4
|
|
|
(12.8
|
)
|
||||||
Plan amendments
|
(1.8
|
)
|
|
(4.9
|
)
|
|
—
|
|
|
(4.9
|
)
|
|
(1.8
|
)
|
|
—
|
|
||||||
EnergySouth acquisition
|
5.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Special termination benefits
|
2.6
|
|
|
—
|
|
|
2.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Retiree drug subsidy program
|
0.2
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.4
|
|
||||||
Gross benefits paid
|
(15.1
|
)
|
|
(15.1
|
)
|
|
(12.0
|
)
|
|
(11.1
|
)
|
|
(3.1
|
)
|
|
(4.0
|
)
|
||||||
Benefit obligation, end of year
|
$
|
259.2
|
|
|
$
|
239.2
|
|
|
$
|
207.9
|
|
|
$
|
191.9
|
|
|
$
|
45.4
|
|
|
$
|
47.3
|
|
|
Spire
|
|
Laclede Gas
|
|
Alagasco
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Fair value of plan assets at beginning of year
|
$
|
223.3
|
|
|
$
|
222.5
|
|
|
$
|
143.6
|
|
|
$
|
137.2
|
|
|
$
|
79.7
|
|
|
$
|
85.3
|
|
Actual return on plan assets
|
19.9
|
|
|
(2.0
|
)
|
|
13.8
|
|
|
(0.4
|
)
|
|
6.2
|
|
|
(1.6
|
)
|
||||||
Employer contributions
|
14.3
|
|
|
17.9
|
|
|
14.3
|
|
|
17.9
|
|
|
—
|
|
|
—
|
|
||||||
EnergySouth acquisition
|
4.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Gross benefits paid
|
(15.1
|
)
|
|
(15.1
|
)
|
|
(12.0
|
)
|
|
(11.1
|
)
|
|
(3.1
|
)
|
|
(4.0
|
)
|
||||||
Fair value of plan assets, end of year
|
$
|
246.4
|
|
|
$
|
223.3
|
|
|
$
|
159.7
|
|
|
$
|
143.6
|
|
|
$
|
82.8
|
|
|
$
|
79.7
|
|
Funded status of plans, end of year
|
$
|
(12.8
|
)
|
|
$
|
(15.9
|
)
|
|
$
|
(48.2
|
)
|
|
$
|
(48.3
|
)
|
|
$
|
37.4
|
|
|
$
|
32.4
|
|
|
Spire
|
|
Laclede Gas
|
|
Alagasco
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Current assets
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Noncurrent assets
|
37.4
|
|
|
35.5
|
|
|
—
|
|
|
3.1
|
|
|
37.4
|
|
|
32.4
|
|
||||||
Current liabilities
|
(0.4
|
)
|
|
(0.3
|
)
|
|
(0.4
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
||||||
Noncurrent liabilities
|
(50.1
|
)
|
|
(51.1
|
)
|
|
(48.1
|
)
|
|
(51.1
|
)
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
(12.8
|
)
|
|
$
|
(15.9
|
)
|
|
$
|
(48.2
|
)
|
|
$
|
(48.3
|
)
|
|
$
|
37.4
|
|
|
$
|
32.4
|
|
|
Spire
|
|
Laclede Gas
|
|
Alagasco
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Net actuarial loss
|
$
|
38.0
|
|
|
$
|
40.8
|
|
|
$
|
43.4
|
|
|
$
|
45.8
|
|
|
$
|
(5.4
|
)
|
|
$
|
(5.0
|
)
|
Prior service credit
|
(5.2
|
)
|
|
(3.1
|
)
|
|
(3.4
|
)
|
|
(3.1
|
)
|
|
(1.8
|
)
|
|
—
|
|
||||||
Subtotal
|
32.8
|
|
|
37.7
|
|
|
40.0
|
|
|
42.7
|
|
|
(7.2
|
)
|
|
(5.0
|
)
|
||||||
Adjustments for amounts included in regulatory assets
|
(32.8
|
)
|
|
(37.7
|
)
|
|
(40.0
|
)
|
|
(42.7
|
)
|
|
7.2
|
|
|
5.0
|
|
||||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Spire
|
|
Laclede Gas
|
|
Alagasco
|
||||||
Amortization of net actuarial loss (gain)
|
$
|
2.4
|
|
|
$
|
2.5
|
|
|
$
|
(0.1
|
)
|
Amortization of prior service cost
|
0.1
|
|
|
0.3
|
|
|
(0.2
|
)
|
|||
Subtotal
|
2.5
|
|
|
2.8
|
|
|
(0.3
|
)
|
|||
Regulatory adjustment
|
(2.5
|
)
|
|
(2.8
|
)
|
|
0.3
|
|
|||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Weighted average discount rate Laclede Gas division plans
|
4.00
|
%
|
|
4.15
|
%
|
|
4.60
|
%
|
Weighted average discount rate MGE division plans
|
4.30
|
%
|
|
4.40
|
%
|
|
4.95
|
%
|
Weighted average rate of future compensation increase - Laclede Gas plans
|
3.00
|
%
|
|
3.00
|
%
|
|
3.00
|
%
|
Expected long-term rate of return on plan assets - Laclede Gas division plans
|
6.00% / 7.75%
|
|
|
6.25% / 7.75%
|
|
|
6.25% / 7.75%
|
|
Expected long-term rate of return on plan assets - MGE division plans
|
4.75
|
%
|
|
5.00
|
%
|
|
3.75% / 5.75%
|
|
|
2016
|
|
2015
|
||
Weighted average discount rate - Laclede Gas division plans
|
3.15
|
%
|
|
4.00
|
%
|
Weighted average discount rate - MGE division plans
|
3.45
|
%
|
|
4.30
|
%
|
Weighted average rate of future compensation increase
|
3.00
|
%
|
|
3.00
|
%
|
|
2016
|
|
2015
|
||
Weighted average discount rate
|
3.60
|
%
|
|
4.50
|
%
|
Weighted average rate of future compensation increase
|
n/a
|
|
|
n/a
|
|
|
2016
|
|
2015
|
||
Medical cost trend assumed for next year - Laclede Gas
|
7.50
|
%
|
|
7.00
|
%
|
Medical cost trend assumed for next year - Alagasco
|
7.50
|
%
|
|
7.00
|
%
|
Rate to which the medical cost trend rate is assumed to decline (the ultimate medical cost trend rate)
|
5.00
|
%
|
|
5.00
|
%
|
Year the rate reaches the ultimate trend
|
2023
|
|
|
2020
|
|
|
Spire
|
|
Laclede Gas
|
|
Alagasco
|
||||||||||||||||||
|
1% Increase
|
|
1% Decrease
|
|
1% Increase
|
|
1% Decrease
|
|
1% Increase
|
|
1% Decrease
|
||||||||||||
Net periodic postretirement benefit cost
|
$
|
1.5
|
|
|
$
|
(1.4
|
)
|
|
$
|
1.5
|
|
|
$
|
(1.4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Accumulated postretirement benefit obligation
|
11.0
|
|
|
(10.2
|
)
|
|
9.0
|
|
|
(8.4
|
)
|
|
1.3
|
|
|
(1.2
|
)
|
Laclede Gas
|
Target
|
|
2016
Actual
|
|
2015
Actual
|
|||
Equity securities
|
60.0
|
%
|
|
59.1
|
%
|
|
59.6
|
%
|
Debt securities
|
40.0
|
%
|
|
39.4
|
%
|
|
39.7
|
%
|
Other (cash and cash equivalents)
|
—
|
%
|
|
1.5
|
%
|
|
0.7
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Alagasco
|
Target
|
|
2016
Actual
|
|
2015
Actual
|
|||
Equity securities
|
60.0
|
%
|
|
60.5
|
%
|
|
59.7
|
%
|
Debt securities
|
40.0
|
%
|
|
39.5
|
%
|
|
40.3
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
2017
|
2018
|
2019
|
2020
|
2021
|
2022-
2026
|
||||||||||||
Spire
|
$
|
15.4
|
|
$
|
16.7
|
|
$
|
17.9
|
|
$
|
19.1
|
|
$
|
20.1
|
|
$
|
108.6
|
|
Laclede Gas
|
12.3
|
|
13.7
|
|
14.8
|
|
15.8
|
|
16.8
|
|
92.5
|
|
||||||
Alagasco
|
2.9
|
|
2.8
|
|
2.8
|
|
2.9
|
|
2.9
|
|
14.1
|
|
|
Quoted Prices in Active Markets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
As of September 30, 2016
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
51.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
51.2
|
|
Stock/bond mutual fund
|
99.3
|
|
|
26.7
|
|
|
0.1
|
|
|
126.1
|
|
||||
Debt Securities
|
|
|
|
|
|
|
|
||||||||
US bond mutual funds
|
23.0
|
|
|
126.0
|
|
|
—
|
|
|
149.0
|
|
||||
US government
|
42.1
|
|
|
3.0
|
|
|
—
|
|
|
45.1
|
|
||||
US corporate
|
137.4
|
|
|
—
|
|
|
—
|
|
|
137.4
|
|
||||
US municipal
|
6.3
|
|
|
—
|
|
|
—
|
|
|
6.3
|
|
||||
International
|
25.3
|
|
|
—
|
|
|
—
|
|
|
25.3
|
|
||||
Derivatives and margin (payable)
|
(1.0
|
)
|
|
1.1
|
|
|
—
|
|
|
0.1
|
|
||||
Total
|
$
|
383.6
|
|
|
$
|
156.8
|
|
|
$
|
0.1
|
|
|
$
|
540.5
|
|
|
|
|
|
|
|
|
|
||||||||
As of September 30, 2015
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
43.4
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
43.6
|
|
Stock/bond mutual fund
|
46.4
|
|
|
74.6
|
|
|
9.6
|
|
|
130.6
|
|
||||
Debt Securities
|
|
|
|
|
|
|
|
||||||||
US bond mutual funds
|
—
|
|
|
9.3
|
|
|
—
|
|
|
9.3
|
|
||||
US government
|
58.7
|
|
|
—
|
|
|
—
|
|
|
58.7
|
|
||||
US corporate
|
123.7
|
|
|
42.9
|
|
|
—
|
|
|
166.6
|
|
||||
US municipal
|
—
|
|
|
5.9
|
|
|
—
|
|
|
5.9
|
|
||||
International
|
—
|
|
|
31.3
|
|
|
—
|
|
|
31.3
|
|
||||
Derivative instruments
|
—
|
|
|
2.9
|
|
|
—
|
|
|
2.9
|
|
||||
Total
|
$
|
272.2
|
|
|
$
|
167.1
|
|
|
$
|
9.6
|
|
|
$
|
448.9
|
|
|
Quoted Prices in Active Markets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
As of September 30, 2016
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
4.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4.8
|
|
US stock/bond mutual fund
|
157.9
|
|
|
68.5
|
|
|
—
|
|
|
226.4
|
|
||||
International fund
|
0.9
|
|
|
14.3
|
|
|
—
|
|
|
15.2
|
|
||||
Total
|
$
|
163.6
|
|
|
$
|
82.8
|
|
|
$
|
—
|
|
|
$
|
246.4
|
|
|
|
|
|
|
|
|
|
||||||||
As of September 30, 2015
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.6
|
|
US stock/bond mutual fund
|
115.5
|
|
|
92.8
|
|
|
—
|
|
|
208.3
|
|
||||
International fund
|
—
|
|
|
13.4
|
|
|
—
|
|
|
13.4
|
|
||||
Total
|
$
|
117.1
|
|
|
$
|
106.2
|
|
|
$
|
—
|
|
|
$
|
223.3
|
|
|
Quoted Prices in Active Markets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
As of September 30, 2016
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
46.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
46.5
|
|
Stock/bond mutual fund
|
—
|
|
|
14.8
|
|
|
0.1
|
|
|
14.9
|
|
||||
Debt Securities
|
|
|
|
|
|
|
|
||||||||
US bond mutual funds
|
—
|
|
|
120.2
|
|
|
—
|
|
|
120.2
|
|
||||
US government
|
42.1
|
|
|
3.0
|
|
|
—
|
|
|
45.1
|
|
||||
US corporate
|
137.4
|
|
|
—
|
|
|
—
|
|
|
137.4
|
|
||||
US municipal
|
6.3
|
|
|
—
|
|
|
—
|
|
|
6.3
|
|
||||
International
|
25.2
|
|
|
—
|
|
|
—
|
|
|
25.2
|
|
||||
Derivatives and margin (payable)
|
(1.0
|
)
|
|
1.1
|
|
|
—
|
|
|
0.1
|
|
||||
Total
|
$
|
256.5
|
|
|
$
|
139.1
|
|
|
$
|
0.1
|
|
|
$
|
395.7
|
|
|
|
|
|
|
|
|
|
||||||||
As of September 30, 2015
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
31.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31.8
|
|
Stock/bond mutual funds
|
—
|
|
|
67.6
|
|
|
0.1
|
|
|
67.7
|
|
||||
Debt Securities
|
|
|
|
|
|
|
|
||||||||
US government
|
37.7
|
|
|
—
|
|
|
—
|
|
|
37.7
|
|
||||
US corporate
|
123.7
|
|
|
42.9
|
|
|
—
|
|
|
166.6
|
|
||||
US municipal
|
—
|
|
|
5.9
|
|
|
—
|
|
|
5.9
|
|
||||
International
|
—
|
|
|
27.3
|
|
|
—
|
|
|
27.3
|
|
||||
Derivative instruments
|
—
|
|
|
2.9
|
|
|
—
|
|
|
2.9
|
|
||||
Total
|
$
|
193.2
|
|
|
$
|
146.6
|
|
|
$
|
0.1
|
|
|
$
|
339.9
|
|
|
Quoted Prices in Active Markets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
As of September 30, 2016
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
4.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4.6
|
|
US stock/bond mutual funds
|
155.1
|
|
|
—
|
|
|
—
|
|
|
155.1
|
|
||||
Total
|
$
|
159.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
159.7
|
|
|
|
|
|
|
|
|
|
||||||||
As of September 30, 2015
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.6
|
|
US stock/bond mutual funds
|
115.5
|
|
|
26.5
|
|
|
—
|
|
|
142.0
|
|
||||
Total
|
$
|
117.1
|
|
|
$
|
26.5
|
|
|
$
|
—
|
|
|
$
|
143.6
|
|
|
Quoted Prices in Active Markets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
As of September 30, 2016
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
Stock/bond mutual funds
|
59.0
|
|
|
11.9
|
|
|
—
|
|
|
70.9
|
|
||||
Debt Securities
|
|
|
|
|
|
|
|
||||||||
US bond mutual funds
|
23.0
|
|
|
5.7
|
|
|
—
|
|
|
28.7
|
|
||||
Total
|
$
|
82.4
|
|
|
$
|
17.6
|
|
|
$
|
—
|
|
|
$
|
100.0
|
|
|
|
|
|
|
|
|
|
||||||||
As of September 30, 2015
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
11.6
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
11.8
|
|
Stock/bond mutual fund
|
46.4
|
|
|
7.0
|
|
|
9.5
|
|
|
62.9
|
|
||||
Debt Securities
|
|
|
|
|
|
|
|
||||||||
US bond mutual funds
|
—
|
|
|
9.3
|
|
|
—
|
|
|
9.3
|
|
||||
US government
|
—
|
|
|
21.0
|
|
|
—
|
|
|
21.0
|
|
||||
International
|
—
|
|
|
4.0
|
|
|
—
|
|
|
4.0
|
|
||||
Derivative instruments (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
58.0
|
|
|
$
|
41.5
|
|
|
$
|
9.5
|
|
|
$
|
109.0
|
|
|
Quoted Prices in Active Markets
(Level 1)
|
|
Significant
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
As of September 30, 2016
|
|
|
|
|
|
|
|
||||||||
US stock/bond mutual fund
|
$
|
—
|
|
|
$
|
68.5
|
|
|
$
|
—
|
|
|
$
|
68.5
|
|
International fund
|
—
|
|
|
14.3
|
|
|
—
|
|
|
14.3
|
|
||||
Total
|
$
|
—
|
|
|
$
|
82.8
|
|
|
$
|
—
|
|
|
$
|
82.8
|
|
|
|
|
|
|
|
|
|
||||||||
As of September 30, 2015
|
|
|
|
|
|
|
|
||||||||
US stock/bond mutual fund
|
—
|
|
|
66.3
|
|
|
—
|
|
|
66.3
|
|
||||
International fund
|
—
|
|
|
13.4
|
|
|
—
|
|
|
13.4
|
|
||||
Total
|
$
|
—
|
|
|
$
|
79.7
|
|
|
$
|
—
|
|
|
$
|
79.7
|
|
•
|
unallocated corporate items, including certain debt and associated interest costs,
|
•
|
Laclede Pipeline Company, a subsidiary of Spire which operates a propane pipeline under Federal Energy Regulatory Commission (FERC) jurisdiction,
|
•
|
Spire STL Pipeline, a subsidiary of Spire planning construction of a 70-mile FERC-regulated pipeline to deliver natural gas into eastern Missouri, and
|
•
|
Spire’s subsidiaries that are engaged in compression of natural gas and risk management, among other activities. All subsidiaries are wholly owned.
|
|
Gas Utility
|
|
Gas Marketing
|
|
Other
|
|
Eliminations
|
|
Consolidated
|
||||||||||
2015
|
|
|
|
|
|||||||||||||||
Revenues from external customers
|
$
|
1,891.8
|
|
|
$
|
82.9
|
|
|
$
|
1.7
|
|
|
$
|
—
|
|
|
$
|
1,976.4
|
|
Intersegment revenues
|
4.0
|
|
|
70.5
|
|
|
2.0
|
|
|
(76.5
|
)
|
|
—
|
|
|||||
Total Operating Revenues
|
1,895.8
|
|
|
153.4
|
|
|
3.7
|
|
|
(76.5
|
)
|
|
1,976.4
|
|
|||||
Operating Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Gas Utility
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural and propane gas
|
957.6
|
|
|
—
|
|
|
—
|
|
|
(75.2
|
)
|
|
882.4
|
|
|||||
Other operation and maintenance
|
391.6
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
390.6
|
|
|||||
Depreciation and amortization
|
129.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
129.9
|
|
|||||
Taxes, other than income taxes
|
142.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
142.1
|
|
|||||
Total Gas Utility Operating Expenses
|
1,621.2
|
|
|
—
|
|
|
—
|
|
|
(76.2
|
)
|
|
1,545.0
|
|
|||||
Gas Marketing and Other
|
—
|
|
|
146.6
|
|
(a)
|
12.6
|
|
(b)
|
(0.3
|
)
|
|
158.9
|
|
|||||
Total Operating Expenses
|
1,621.2
|
|
|
146.6
|
|
|
12.6
|
|
|
(76.5
|
)
|
|
1,703.9
|
|
|||||
Operating Income (Loss)
|
274.6
|
|
|
6.8
|
|
|
(8.9
|
)
|
|
—
|
|
|
272.5
|
|
|||||
Net Economic Earnings (Loss)
|
150.4
|
|
|
4.2
|
|
|
(16.3
|
)
|
|
—
|
|
|
138.3
|
|
|||||
Capital Expenditures
|
284.4
|
|
|
—
|
|
|
5.4
|
|
|
—
|
|
|
289.8
|
|
(a)
|
Depreciation and amortization for Gas Marketing are included in Gas Marketing Expenses on the Consolidated Statements of Income (
$0.1
for
2016
,
$0.3
for
2015
, and
$0.4
for
2014
).
|
(b)
|
Depreciation, amortization, and accretion for Other are included in the Other Operating Expenses on the Consolidated Statements of Income (
$0.5
for
2016
,
$0.6
for
2015
, and
$0.5
for
2014
).
|
Total Assets at End of Year
|
2016
|
|
2015
|
|
2014
|
||||||
Gas Utility
|
$
|
5,191.9
|
|
|
$
|
4,686.2
|
|
|
$
|
4,520.0
|
|
Gas Marketing
|
205.0
|
|
|
160.6
|
|
|
156.7
|
|
|||
Other
|
1,842.4
|
|
|
1,560.2
|
|
|
1,575.7
|
|
|||
Eliminations
|
(1,161.9
|
)
|
|
(1,116.8
|
)
|
|
(1,178.4
|
)
|
|||
Total Assets
|
$
|
6,077.4
|
|
|
$
|
5,290.2
|
|
|
$
|
5,074.0
|
|
Reconciliation of Consolidated Net Income
to Consolidated Net Economic Earnings
|
2016
|
|
2015
|
|
2014
|
||||||
Net Income (GAAP)
|
$
|
144.2
|
|
|
$
|
136.9
|
|
|
$
|
84.6
|
|
Unrealized gain on energy-related derivatives
|
(0.1
|
)
|
|
(2.8
|
)
|
|
(1.6
|
)
|
|||
Lower of cost or market inventory adjustments
|
0.2
|
|
|
0.4
|
|
|
(1.1
|
)
|
|||
Realized (gain) loss on economic hedges prior
to the sale of the physical commodity
|
(1.6
|
)
|
|
2.4
|
|
|
(0.4
|
)
|
|||
Acquisition, divestiture and restructuring activities
|
9.2
|
|
|
9.8
|
|
|
29.5
|
|
|||
Gain on sale of property
|
—
|
|
|
(7.6
|
)
|
|
—
|
|
|||
Income tax effect of adjustments
|
(2.8
|
)
|
|
(0.8
|
)
|
|
(10.9
|
)
|
|||
Net Economic Earnings
|
$
|
149.1
|
|
|
$
|
138.3
|
|
|
$
|
100.1
|
|
15.
|
REGULATORY MATTERS
|
|
Spire
|
|
Laclede Gas
|
|
Alagasco
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
Regulatory Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pension and postretirement benefit costs
|
$
|
27.0
|
|
|
$
|
22.0
|
|
|
$
|
20.2
|
|
|
$
|
15.5
|
|
|
$
|
6.8
|
|
|
$
|
6.5
|
|
Unamortized purchased gas adjustments
|
49.7
|
|
|
12.9
|
|
|
43.1
|
|
|
12.9
|
|
|
5.6
|
|
|
—
|
|
||||||
Other
|
17.2
|
|
|
5.6
|
|
|
3.7
|
|
|
0.7
|
|
|
8.1
|
|
|
4.9
|
|
||||||
Total Current Regulatory Assets
|
93.9
|
|
|
40.5
|
|
|
67.0
|
|
|
29.1
|
|
|
20.5
|
|
|
11.4
|
|
||||||
Noncurrent:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Future income taxes due from customers
|
151.3
|
|
|
134.5
|
|
|
151.3
|
|
|
134.5
|
|
|
—
|
|
|
—
|
|
||||||
Pension and postretirement benefit costs
|
487.9
|
|
|
448.7
|
|
|
375.7
|
|
|
368.0
|
|
|
98.9
|
|
|
80.7
|
|
||||||
Cost of removal
|
130.6
|
|
|
78.9
|
|
|
—
|
|
|
—
|
|
|
130.6
|
|
|
78.9
|
|
||||||
Purchased gas costs
|
12.6
|
|
|
24.1
|
|
|
12.6
|
|
|
24.1
|
|
|
—
|
|
|
—
|
|
||||||
Energy efficiency
|
25.5
|
|
|
22.3
|
|
|
25.5
|
|
|
22.3
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
30.1
|
|
|
29.1
|
|
|
24.7
|
|
|
24.7
|
|
|
1.2
|
|
|
4.0
|
|
||||||
Total Noncurrent Regulatory Assets
|
838.0
|
|
|
737.6
|
|
|
589.8
|
|
|
573.6
|
|
|
230.7
|
|
|
163.6
|
|
||||||
Total Regulatory Assets
|
$
|
931.9
|
|
|
$
|
778.1
|
|
|
$
|
656.8
|
|
|
$
|
602.7
|
|
|
$
|
251.2
|
|
|
$
|
175.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Regulatory Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
RSE adjustment
|
$
|
7.5
|
|
|
$
|
12.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.0
|
|
|
$
|
12.2
|
|
Unbilled service margin
|
5.9
|
|
|
6.4
|
|
|
—
|
|
|
—
|
|
|
5.9
|
|
|
6.4
|
|
||||||
Refundable negative salvage
|
9.3
|
|
|
10.8
|
|
|
—
|
|
|
—
|
|
|
9.3
|
|
|
10.8
|
|
||||||
Unamortized purchased gas adjustments
|
1.7
|
|
|
28.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28.2
|
|
||||||
Other
|
6.2
|
|
|
3.0
|
|
|
1.3
|
|
|
0.6
|
|
|
2.5
|
|
|
2.4
|
|
||||||
Total Current Regulatory Liabilities
|
30.6
|
|
|
60.6
|
|
|
1.3
|
|
|
0.6
|
|
|
22.7
|
|
|
60.0
|
|
||||||
Noncurrent:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Postretirement liabilities
|
28.9
|
|
|
28.9
|
|
|
—
|
|
|
—
|
|
|
28.9
|
|
|
28.9
|
|
||||||
Refundable negative salvage
|
9.4
|
|
|
16.2
|
|
|
—
|
|
|
—
|
|
|
9.4
|
|
|
16.2
|
|
||||||
Accrued cost of removal
|
74.8
|
|
|
58.7
|
|
|
55.1
|
|
|
58.7
|
|
|
—
|
|
|
—
|
|
||||||
Other
|
17.6
|
|
|
15.5
|
|
|
12.2
|
|
|
11.9
|
|
|
3.4
|
|
|
3.6
|
|
||||||
Total Noncurrent Regulatory Liabilities
|
130.7
|
|
|
119.3
|
|
|
67.3
|
|
|
70.6
|
|
|
41.7
|
|
|
48.7
|
|
||||||
Total Regulatory Liabilities
|
$
|
161.3
|
|
|
$
|
179.9
|
|
|
$
|
68.6
|
|
|
$
|
71.2
|
|
|
$
|
64.4
|
|
|
$
|
108.7
|
|
|
Spire
|
|
Laclede Gas
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Future income taxes due from customers
|
$
|
151.3
|
|
|
$
|
134.5
|
|
|
$
|
151.3
|
|
|
$
|
134.5
|
|
Pension and postretirement benefit costs
|
240.6
|
|
|
223.7
|
|
|
240.6
|
|
|
223.7
|
|
||||
Compensated absences
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other
|
12.9
|
|
|
14.2
|
|
|
12.9
|
|
|
14.2
|
|
||||
Total Regulatory Assets Not Earning a Return
|
$
|
404.8
|
|
|
$
|
372.4
|
|
|
$
|
404.8
|
|
|
$
|
372.4
|
|
|
Aggregate Rental Expense
|
|
|
Minimum Rental Commitments
|
|||||||||||||||||||||||||||
|
2016
|
2015
|
2014
|
|
2017
|
2018
|
2019
|
2020
|
2021
|
Later
|
Total
|
||||||||||||||||||||
Spire
|
$
|
11.9
|
|
$
|
14.1
|
|
$
|
6.7
|
|
|
$
|
10.5
|
|
$
|
7.5
|
|
$
|
7.3
|
|
$
|
6.2
|
|
$
|
6.0
|
|
$
|
53.4
|
|
$
|
90.9
|
|
Laclede Gas
|
4.3
|
|
7.6
|
|
6.3
|
|
|
2.5
|
|
0.9
|
|
0.9
|
|
0.3
|
|
0.1
|
|
—
|
|
4.7
|
|
||||||||||
Alagasco
|
3.7
|
|
4.0
|
|
2.0
|
|
|
3.9
|
|
2.5
|
|
2.5
|
|
2.1
|
|
2.1
|
|
4.9
|
|
18.0
|
|
Three Months Ended
|
Dec. 31
|
|
March 31
|
|
June 30
|
|
Sept. 30
|
||||||||
Fiscal Year 2016
|
|
|
|
|
|
|
|
||||||||
Total Operating Revenues
|
$
|
399.4
|
|
|
$
|
609.3
|
|
|
$
|
249.3
|
|
|
$
|
279.3
|
|
Operating Income (Loss)
|
87.0
|
|
|
167.7
|
|
|
35.3
|
|
|
(7.7
|
)
|
||||
Net Income (Loss)
|
46.9
|
|
|
100.8
|
|
|
10.7
|
|
|
(14.2
|
)
|
||||
Basic Earnings (Loss) Per Share of Common Stock
|
$
|
1.08
|
|
|
$
|
2.32
|
|
|
$
|
0.24
|
|
|
$
|
(0.31
|
)
|
Diluted Earnings (Loss) Per Share of Common Stock
|
$
|
1.08
|
|
|
$
|
2.31
|
|
|
$
|
0.24
|
|
|
$
|
(0.31
|
)
|
Fiscal Year 2015
|
|
|
|
|
|
|
|
||||||||
Total Operating Revenues
|
$
|
619.6
|
|
|
$
|
877.4
|
|
|
$
|
275.2
|
|
|
$
|
204.2
|
|
Operating Income (Loss)
|
87.3
|
|
|
157.7
|
|
|
36.0
|
|
|
(8.5
|
)
|
||||
Net Income (Loss)
|
47.1
|
|
|
94.4
|
|
|
14.1
|
|
|
(18.7
|
)
|
||||
Basic Earnings (Loss) Per Share of Common Stock
|
$
|
1.09
|
|
|
$
|
2.18
|
|
|
$
|
0.32
|
|
|
$
|
(0.43
|
)
|
Diluted Earnings (Loss) Per Share of Common Stock
|
$
|
1.09
|
|
|
$
|
2.18
|
|
|
$
|
0.32
|
|
|
$
|
(0.43
|
)
|
Three Months Ended
|
Dec. 31
|
|
March 31
|
|
June 30
|
|
Sept. 30
|
||||||||
Fiscal Year 2016
|
|
|
|
|
|
|
|
||||||||
Total Operating Revenues
|
$
|
317.2
|
|
|
$
|
446.7
|
|
|
$
|
179.3
|
|
|
$
|
144.3
|
|
Operating Income
|
65.1
|
|
|
87.0
|
|
|
29.4
|
|
|
5.4
|
|
||||
Net Income (Loss)
|
39.4
|
|
|
54.3
|
|
|
13.9
|
|
|
(1.7
|
)
|
||||
Fiscal Year 2015
|
|
|
|
|
|
|
|
||||||||
Total Operating Revenues
|
$
|
462.4
|
|
|
$
|
615.7
|
|
|
$
|
187.5
|
|
|
$
|
151.0
|
|
Operating Income
|
64.8
|
|
|
80.6
|
|
|
34.5
|
|
|
5.5
|
|
||||
Net Income (Loss)
|
39.0
|
|
|
49.9
|
|
|
20.0
|
|
|
(3.6
|
)
|
Three Months Ended
|
Dec. 31
|
|
March 31
|
|
June 30
|
|
Sept. 30
|
||||||||
Fiscal Year 2016
|
|
|
|
|
|
|
|
||||||||
Total Operating Revenues
|
$
|
82.3
|
|
|
$
|
166.0
|
|
|
$
|
74.0
|
|
|
$
|
46.2
|
|
Operating Income (Loss)
|
18.9
|
|
|
80.4
|
|
|
9.3
|
|
|
(17.1
|
)
|
||||
Net Income (Loss)
|
9.9
|
|
|
48.1
|
|
|
4.0
|
|
|
(8.8
|
)
|
||||
Fiscal Year 2015
|
|
|
|
|
|
|
|
||||||||
Total Operating Revenues
|
$
|
120.0
|
|
|
$
|
233.3
|
|
|
$
|
73.7
|
|
|
$
|
52.2
|
|
Operating Income (Loss)
|
20.4
|
|
|
77.4
|
|
|
3.9
|
|
|
(12.5
|
)
|
||||
Net Income (Loss)
|
10.6
|
|
|
46.3
|
|
|
0.7
|
|
|
(9.6
|
)
|
•
|
our directors is incorporated by reference from the discussion under Proposal 1 of our proxy statement to be filed on or about December 15, 2016 (2016 proxy statement);
|
•
|
our executive officers is reported in Part I of this Form 10-K;
|
•
|
compliance with Section 16(a) of the Exchange Act is incorporated by reference from the discussion in our
2016
proxy statement under the heading “Section 16(a) Beneficial Ownership Reporting Compliance”;
|
•
|
our Financial Code of Ethics is posted on our website,
www.SpireEnergy.com
, in the Corporate Governance section under Governance Documents; and
|
•
|
our audit committee, our audit committee financial experts, and submitting nominations to the Corporate Governance Committee is incorporated by reference from the discussion in our
2016
proxy statement under the heading “Corporate Governance.”
|
Plan category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
|
(a)
|
|
(b)
|
|
(c)
|
Equity compensation plans approved by security holders (1)
|
624,662
|
|
$—
|
|
721,605
|
Equity compensation plans not approved by security holders
|
—
|
|
—
|
|
—
|
Total
|
624,662
|
|
—
|
|
721,605
|
(1)
|
Reflects the Company’s 2015 and 2006 Equity Incentive Plans.
|
•
|
our policy and procedures for related party transactions and
|
•
|
the independence of our directors
|
Item 15. Exhibits, Financial Statement Schedules
|
|
|
||||
|
|
|
|
|
||
(a)
|
(1)
|
Financial Statements
|
|
|
||
|
|
See
Item 8
. Financial Statements and Supplementary Data, filed herewith, for a list of financial statements.
|
||||
|
|
|
|
|
||
|
(2)
|
Financial Statement Schedules
|
|
|
||
|
|
Schedules have been omitted because they are not applicable, related significance tests were not met, or the required data has been included in the financial statements or notes to financial statements.
|
||||
|
|
|
|
|
||
|
(3)
|
Exhibits
|
|
|
||
|
|
Incorporated herein by reference to Exhibit Index, page
142
.
|
|
|
||
|
|
|
|
|
|
|
(b)
|
|
Incorporated herein by reference to Exhibit Index, page
142
.
|
|
|
|
|
|
|
|
|
SPIRE INC.
|
|
|
|
|
|
Date
|
November 15, 2016
|
|
By
|
/s/ Steven P. Rasche
|
|
|
|
|
Steven P. Rasche
|
|
|
|
|
Executive Vice President
|
|
|
|
|
and Chief Financial Officer
|
Date
|
|
Signature
|
Title
|
|
|
|
|
November 15, 2016
|
|
/s/ Suzanne Sitherwood
|
Director, President, and Chief Executive Officer
|
|
|
Suzanne Sitherwood
|
(Principal Executive Officer)
|
|
|
|
|
November 15, 2016
|
|
/s/ Steven P. Rasche
|
Executive Vice President and Chief Financial Officer
|
|
|
Steven P. Rasche
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
November 15, 2016
|
|
/s/ Edward L. Glotzbach
|
Chairman of the Board
|
|
|
Edward L. Glotzbach
|
|
|
|
|
|
November 15, 2016
|
|
/s/ Mark A. Borer
|
Director
|
|
|
Mark A. Borer
|
|
|
|
|
|
November 15, 2016
|
|
/s/ Maria V. Fogarty
|
Director
|
|
|
Maria V. Fogarty
|
|
|
|
|
|
November 15, 2016
|
|
/s/ Rob L. Jones
|
Director
|
|
|
Rob L. Jones
|
|
|
|
|
|
November 15, 2016
|
|
/s/ Brenda D. Newberry
|
Director
|
|
|
Brenda D. Newberry
|
|
|
|
|
|
November 15, 2016
|
|
/s/ John P. Stupp, Jr.
|
Director
|
|
|
John P. Stupp, Jr.
|
|
|
|
|
|
November 15, 2016
|
|
/s/ Mary Ann Van Lokeren
|
Director
|
|
|
Mary Ann Van Lokeren
|
|
|
|
|
|
LACLEDE GAS COMPANY
|
|
|
|
|
|
Date
|
November 15, 2016
|
|
By
|
/s/ Steven P. Rasche
|
|
|
|
|
Steven P. Rasche
|
|
|
|
|
Chief Financial Officer
|
Date
|
|
Signature
|
Title
|
|
|
|
|
November 15, 2016
|
|
/s/ Suzanne Sitherwood
|
Chairman of the Board
|
|
|
Suzanne Sitherwood
|
|
|
|
|
|
November 15, 2016
|
|
/s/ Steven P. Rasche
|
Director and Chief Financial Officer
|
|
|
Steven P. Rasche
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
November 15, 2016
|
|
/s/ Steven L. Lindsey
|
Director, Chief Executive Officer and President
|
|
|
Steven L. Lindsey
|
(Principal Executive Officer)
|
|
|
|
|
November 15, 2016
|
|
/s/ Mark C. Darrell
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Director
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Mark C. Darrell
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November 15, 2016
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/s/ L. Craig Dowdy
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Director
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L. Craig Dowdy
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ALABAMA GAS CORPORATION
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Date
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November 15, 2016
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By
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/s/ Steven P. Rasche
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Steven P. Rasche
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Chief Financial Officer
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Date
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Signature
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Title
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November 15, 2016
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/s/ Suzanne Sitherwood
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Chairman of the Board
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Suzanne Sitherwood
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November 15, 2016
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/s/ Steven P. Rasche
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Director and Chief Financial Officer
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Steven P. Rasche
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(Principal Financial and Accounting Officer)
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November 15, 2016
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/s/ Steven L. Lindsey
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Director and Chief Executive Officer
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Steven L. Lindsey
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(Principal Executive Officer)
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November 15, 2016
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/s/ Mark C. Darrell
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Director
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Mark C. Darrell
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November 15, 2016
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/s/ L. Craig Dowdy
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Director
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L. Craig Dowdy
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Exhibit Number
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2.01*
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Agreement and Plan of Merger and Reorganization; filed as Appendix A to proxy statement/prospectus contained in the Company’s Registration Statement on Form S-4 filed October 27, 2000, No. 333-48794.
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3.01*
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Articles of Incorporation of Spire Inc., as amended, effective as of April 28, 2016; filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 3, 2016.
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3.02*
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Bylaws of Spire Inc., as amended, effective as of April 28, 2016; filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed May 3, 2016.
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3.03*
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Laclede Gas’ Restated Articles of Incorporation as amended March 8, 2013; filed as Exhibit 3.1 to Laclede Gas’ Quarterly Report on Form 10-Q/A for the fiscal quarter ended March 31, 2013.
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3.04*
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Amended and Restated Bylaws of Laclede Gas, effective as of August 1, 2015; filed as Exhibit 3.2 to Laclede Gas’ Current Report on Form 8-K filed July 31, 2015.
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3.05*
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Articles of Amendment and Restatement of the Articles of Incorporation of Alagasco, dated September 27, 1995, which was filed as Exhibit 3(i) to Alagasco’s Annual Report on Form 10-K for the year ended September 30, 1995.
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3.06*
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Bylaws of Alagasco (as amended September 2, 2014); filed as Exhibit 3(b) to Alagasco’s Annual Report on Form 10-KT for the fiscal year ended September 30, 2014.
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4.01*
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Mortgage and Deed of Trust, dated as of February 1, 1945; filed as Exhibit 7-A to registration statement No. 2-5586.
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4.02*
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Fourteenth Supplemental Indenture, dated as of October 26, 1976; filed as Exhibit b-4 to registration statement No. 2-64857 filed June 26, 1979.
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4.03*
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Twenty-Fourth Supplemental Indenture dated as of June 1, 1999, between Laclede Gas and State Street Bank and Trust Company of Missouri, N.A., as trustee; filed as Exhibit 4.01 to Laclede Gas’ Current Report on Form 8-K filed June 4, 1999.
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4.04*
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Twenty-Fifth Supplemental Indenture dated as of September 15, 2000, between Laclede Gas and State Street Bank and Trust Company of Missouri, as trustee; filed as Exhibit 4.01 to Laclede Gas’ Current Report on Form 8-K filed September 27, 2000.
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4.05*
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Twenty-Seventh Supplemental Indenture dated as of April 15, 2004, between Laclede Gas and UMB Bank & Trust, N.A., as trustee; filed as Exhibit 4.01 to Laclede Gas’ Current Report on Form 8-K filed April 28, 2004.
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4.06*
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Twenty-Eighth Supplemental Indenture dated as of April 15, 2004, between Laclede Gas and UMB Bank & Trust, N.A., as trustee; filed as Exhibit 4.02 to Laclede Gas’ Current Report on Form 8-K filed April 28, 2004.
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4.07*
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Twenty-Ninth Supplemental Indenture dated as of June 1, 2006, between Laclede Gas and UMB Bank and Trust, N.A., as trustee; filed as Exhibit 4.1 to Laclede Gas’ Current Report on Form 8-K filed June 9, 2006.
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4.08*
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Thirty-First Supplemental Indenture, dated as of March 15, 2013, between Laclede Gas and UMB Bank & Trust, N.A., as trustee; filed as Exhibit 4.1 to the Company’s Form 10-Q for the fiscal quarter ended March 31, 2013.
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4.09*
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Thirty-Second Supplemental indenture, dated as of August 13, 2013, between Laclede Gas and UMB Bank & Trust, N.A., as trustee; filed as Exhibit 4.1 to Laclede Gas’ Current Report on Form 8-K filed August 13, 2013.
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4.10*
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Laclede Gas Board of Directors’ Resolution dated August 28, 1986 which generally provides that the Board may delegate its authority in the adoption of certain employee benefit plan amendments to certain designated Executive Officers; filed as Exhibit 4.12 to Laclede Gas’ Annual Report on Form 10-K for the fiscal year ended September 30, 1991.
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4.11*
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Laclede Gas’ Board of Directors’ Resolutions dated March 27, 2003, updating authority delegated pursuant to August 28, 1986 Laclede Gas resolutions; filed as Exhibit 4.19(a) to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2003.
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4.12*
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Junior Subordinated Indenture, dated as of June 11, 2014, between the Company and U.S. Bank National Association, as trustee; filed as Exhibit 4.1 to Spire’s Current Report on Form 8-K filed June 11, 2014.
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4.13*
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First Supplemental Indenture, dated as of June 11, 2014, between the Company and U.S. Bank National Association, as trustee (including Form of Series A 2.00% Remarketable Junior Subordinated Notes due 2022); filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed June 11, 2014.
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Exhibit Number
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4.14*
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Purchase Contract and Pledge Agreement, dated as of June 11, 2014, between the Company and US Bank National Association, as Purchase Contract Agent, Collateral Agent, Custodial Agent and Securities Intermediary (including Form of Remarketing Agreement, Form of Corporate Units and Form of Treasury Units); filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K filed June 11, 2014.
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4.15*
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Indenture, dated as of August 19, 2014, between the Company and UMB Bank & Trust, N.A., as trustee; filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed August 19, 2014.
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4.16*
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First Supplemental Indenture, dated as of August 19, 2014, between the Company and UMB Bank & Trust, N.A., as trustee (including Form of Floating Rate Senior Notes due 2017, Form of 2.55% Senior Notes due 2019 and Form of 4.70% Senior Notes due 2044); filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed August 10, 2014.
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4.17*
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Indenture dated as of November 1, 1993, between Alagasco and NationsBank of Georgia, National Association, Trustee, (“Alagasco 1993 Indenture”), which was filed as Exhibit 4(k) to Alagasco’s Registration Statement on Form S-3 (Registration No. 33-70466).
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4.18*
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Officers’ Certificate, dated January 14, 2005, pursuant to Section 301 of the Alagasco 1993 Indenture setting forth the terms of the 5.20 percent Notes due January 15, 2020, which was filed as Exhibit 4.4 to Alagasco’s Current Report on Form 8-K filed January 14, 2005.
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4.19*
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Officers’ Certificate, dated November 17, 2005, pursuant to Section 301 of the Alagasco 1993 Indenture setting forth the terms of the 5.368 percent Notes due December 1, 2015, which was filed as Exhibit 4.2 to Alagasco’s Current Report on Form 8-K filed November 17, 2005.
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4.20*
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Officers’ Certificate, dated January 16, 2007, pursuant to Section 301 of the Alagasco 1993 Indenture setting forth the terms of the 5.90 percent Notes due January 15, 2037, which was filed as Exhibit 4.2 to Alagasco’s Current Report on Form 8-K filed January 16, 2007.
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10.01*
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Lease between Laclede Gas, as Lessee, and First National Bank in St. Louis, Trustee, as Lessor; filed as Exhibit 10.23 to Laclede Gas’ Annual Report on Form 10-K for the fiscal year ended September 30, 2002.
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10.02*
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Automated Meter Reading Services Agreement, dated as of March 11, 2005, between Cellnet Technology, Inc. and Laclede Gas; filed as Exhibit 10.1 to Laclede Gas’ Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2005. Confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
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10.03*
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Restated Laclede Gas Supplemental Retirement Benefit Plan, as amended and restated as of January 1, 2005; filed as Exhibit 10.06 to Laclede Gas’ Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2008.
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10.04*
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Laclede Gas Supplemental Retirement Benefit Plan II, effective as of January 1, 2005; filed as Exhibit 10.7 to Laclede Gas’ Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2008.
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10.05*
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Amendment and Restatement of Retirement Plan for Non-Employee Directors of Laclede Gas as of November 1, 2002; filed as Exhibit 10.08c to Laclede Gas’ Annual Report on Form 10-K for the fiscal year ended September 30, 2002.
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10.06*
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Amendment to Terms of Retirement Plan for Non-Employee Directors of Laclede Gas as of October 1, 2004; filed as Exhibit 10.2 to Laclede Gas’ Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2004.
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10.07*
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Salient Features of Laclede Gas’ Deferred Income Plan for Directors and Selected Executives, including amendments adopted by the Board of Directors on July 26, 1990; filed as Exhibit 10.12 to Laclede Gas’ Annual Report on Form 10-K for the fiscal year ended September 30, 1991.
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10.08*
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Amendment to Laclede Gas’ Deferred Income Plan for Directors and Selected Executives, adopted by the Board of Directors on August 27, 1992; filed as Exhibit 10.12a to Laclede Gas’ Annual Report on Form 10-K for the fiscal year ended September 30, 1992.
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10.09*
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Salient Features of Laclede Gas’ Deferred Income Plan II for Directors and Selected Executives (as amended and restated effective as of January 1, 2005); filed as Exhibit 10.1 to Laclede Gas’ Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2008.
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10.10*
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Salient Features of the Company’s Deferred Income Plan for Directors and Selected Executives (effective as of January 1, 2005); filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2008.
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Exhibit Number
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10.11*
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The Company’s Deferred Income Plan for Directors and Selected Executives, as Amended and Restated as of January 1, 2015; filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 4, 2014.
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10.12*
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Form of Indemnification Agreement between Laclede Gas and its Directors and Officers; filed as Exhibit 10.13 to Laclede Gas’ Annual Report on Form 10-K for the fiscal year ended September 30, 1990.
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10.13*
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The Company’s Management Continuity Protection Plan, effective as of January 1, 2005; filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2008.
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10.14*
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Form of Management Continuity Protection Agreement; filed as Exhibit 10.05a to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2008.
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10.15*
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The Company’s 2011 Management Continuity Protection Plan; filed as Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2010.
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10.16*
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Form of Agreement under the Company’s 2011 Management Continuity Protection Plan; filed as Exhibit 10.25a to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2010.
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10.17*
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Restricted Stock Plan for Non-Employee Directors as amended and effective January 29, 2009; filed as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed December 22, 2008.
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10.18*
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Amendment to Restricted Stock Plan for Non-Employee Directors; filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2011.
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10.19*
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Form of Non-Qualified Stock Option Award Agreement with Mandatory Retirement Provisions; filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 5, 2004.
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10.20*
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Form of Non-Qualified Stock Option Award Agreement without Mandatory Retirement Provisions; filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed November 5, 2004.
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10.21*
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The Laclede Group, Inc. 2002 Equity Incentive Plan; filed as Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2002.
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10.22*
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The Laclede Group 2006 Equity Incentive Plan, as amended effective February 1, 2012; filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012.
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10.23*
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The Laclede Group 2015 Equity Incentive Plan; filed as the Appendix to the Company’s Definitive Proxy Statement on Form DEF 14A filed December 19, 2014.
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10.24*
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The Company’s Annual Incentive Plan; filed as Appendix 1 to the Company’s Definitive Proxy Statement on Schedule 14A filed December 17, 2010.
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10.25*
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The Company’s Form of Restricted Stock Award Agreement; filed as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2008.
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10.26*
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The Company’s Form of Performance Contingent Restricted Stock Award Agreement; filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2009.
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10.27*
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The Company’s Form of Performance Contingent Restricted Stock Unit Award Agreement; filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2011.
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10.28*
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The Company’s Form of Performance Contingent Restricted Stock Unit Award Agreement; filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2012.
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10.29*
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Severance Benefits Agreement, dated September 1, 2011, between the Company and Suzanne Sitherwood; filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2011.
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Exhibit Number
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10.30*
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First Amendment to the Severance Benefits Agreement, dated August 1, 2014, between the Company and Suzanne Sitherwood; filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2014.
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10.31*
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Performance Contingent Restricted Stock Agreement, dated September 1, 2011, between the Company and Suzanne Sitherwood; filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2011.
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10.32*
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Restricted Stock Unit Award Agreement, dated September 1, 2011, between the Company and Suzanne Sitherwood; filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2011.
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10.33*
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Restricted Stock Unit Award Agreement, dated October 1, 2012, between the Company and Steve Lindsey; filed as Ex 10.25 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012.
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10.34*
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Performance Contingent Restricted Stock Unit Award Agreement, dated October 1, 2012, between the Company and Steve Lindsey; filed as Ex 10.26 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012.
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10.35*
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|
Severance Benefits Agreement, dated October 1, 2012, between the Company and Steve Lindsey; filed as Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012.
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10.36*
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Note Purchase Agreement, dated August 3, 2012, by and among the Company and the Purchasers listed in Schedule A thereto; filed as Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012.
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10.37*
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|
Laclede Gas Cash Balance Supplemental Retirement Benefit Plan, effective as of January 1, 2009; filed as Exhibit 10.30 to Laclede Gas’ Annual Report on Form 10-K for the fiscal year ended September 30, 2012.
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10.38*
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Amended and Restated Firm (Rate Schedule FT) Transportation Service Agreement between Laclede Energy Resources, Inc. and CenterPoint Energy Gas Transmission Company TSA #1006667; filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2012.
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10.39*
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|
Amended and Restated Storage Service Agreement For Rate Schedule FSS, Contract #3147, dated July 30, 2013, between CenterPoint Energy-Mississippi River Transmission Corporation and Laclede Gas; filed as Exhibit 10.1 to Laclede Gas’ Current Report on Form 8-K filed August 2, 2013.
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10.40*
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Amended and Restated Transportation Service Agreement for Rate Schedule FTS, Contract #3310, dated July 30, 2013, between CenterPoint Energy-Mississippi River Transmission Corporation and Laclede Gas; filed as Exhibit 10.2 to Laclede Gas’ Current Report on Form 8-K filed August 2, 2013.
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10.41*
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Amended and Restated Transportation Service Agreement for Rate Schedule FTS, Contract #3311, dated July 30, 2013, between CenterPoint Energy-Mississippi River Transmission Corporation and Laclede Gas; filed as Exhibit 10.3 to Laclede Gas’ Current Report on Form 8-K filed August 2, 2013.
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10.42*
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Purchase and Sale Agreement for Missouri Gas Energy, dated as of December 14, 2012, by and among Southern Union Company, Plaza Missouri Acquisition, Inc. and the Company (solely for purposes of Section 13.19 of the Agreement); filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed December 17, 2012.
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10.43*
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Purchase and Sale Agreement for New England Gas Company, dated as of December 14, 2012, among Southern Union Company, Plaza Massachusetts Acquisition, Inc. and the Company; filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K filed December 17, 2012.
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10.44*
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Employee Agreement for Missouri Gas Energy, dated as of December 14, 2012, among Southern Union Company, Plaza Missouri Acquisition, Inc. and the Company; filed as Exhibit 2.3 to the Company’s Current Report on Form 8-K filed December 17, 2012.
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10.45*
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Employee Agreement for New England Gas Company, dated as of December 14, 2012, among Southern Union Company, Plaza Missouri Acquisition, Inc. and the Company; filed as Exhibit 2.4 to the Company’s Current Report on Form 8-K filed December 17, 2012.
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10.46*
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Stock Purchase Agreement, dated as of February 11, 2013, by and among the Company, Plaza Massachusetts Acquisition, Inc., and Algonquin Power & Utilities Corp.; filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed February 12, 2013.
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10.47*
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Assignment and Assumption Agreement, dated as of January 11, 2013, by and between Plaza Missouri Acquisition, Inc. and Laclede Gas; filed as Exhibit 99.1 to Laclede Gas’ Current Report on Form 8-K filed January 14, 2013.
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Exhibit Number
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10.48*
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Consent to Assignment executed by Southern Union Company dated as of January 11, 2013; filed as Exhibit 99.2 to Laclede Gas’ Current Report on Form 8-K filed January 14, 2013.
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10.49*
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Consent Agreement, dated as of February 11, 2013, by and among the Company, Plaza Massachusetts Acquisition, Inc. Southern Union Company and Algonquin Power & Utilities Corp.; filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K filed February 12, 2013.
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10.50*
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Loan agreement, dated September 3, 2013, among the Company and the several bank parties thereto, including Wells Fargo Bank, National Association, as Administrative Agent, U.S. Bank National Association and JPMorgan Chase Bank, N.A. as Co-Syndication Agents; Bank of America, N.A., Fifth Third Bank and Morgan Stanley Bank, N.A., as Co-Documentation Agents; and Wells Fargo Securities LLC, U.S. Bank National Association and J.P. Morgan Securities LLC as Joint Lead Arrangers and Joint Bookrunners; and Commerce Bank, UMB Bank, N.A., and Stifel Bank & Trust as the other participating banks; filed as Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013.
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10.51*
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|
First Amendment and Waiver to Loan Agreement, dated as of April 28, 2014, among the Company and the several banks parties thereto, including Wells Fargo Bank, National Association as Administrative Agent; filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2014.
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10.52*
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|
First Extension Agreement, dated as of September 3, 2014, to Loan Agreement, dated September 3, 2013, as amended, by and among the Company and the several banks party thereto, including Wells Fargo Bank, National Association, as administrative agent; filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed September 4, 2014.
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10.53*
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|
Loan agreement, dated September 3, 2013, among Laclede Gas and the several bank parties thereto, including Wells Fargo Bank, National Association, as Administrative Agent, U.S. Bank National Association and JPMorgan Chase Bank, N.A. as Co-Syndication Agents; Bank of America, N.A., Fifth Third Bank and Morgan Stanley Bank, N.A., as Co-Documentation Agents; and Wells Fargo Securities LLC, U.S. Bank National Association and J.P. Morgan Securities LLC as Joint Lead Arrangers and Joint Bookrunners; and Commerce Bank, UMB Bank, N.A., and Stifel Bank & Trust as the other participating banks; filed as Exhibit 10.12 to Laclede Gas’ Annual Report on Form 10-K for the fiscal year ended September 30, 2013.
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10.54*
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|
First Extension Agreement, dated as of September 3, 2014, to Loan Agreement, dated September 3, 2013, as amended, by and among Laclede Gas and the several banks party thereto, including Wells Fargo Bank, National Association, as administrative agent; filed as Exhibit 99.3 to Laclede Gas’ Current Report on Form 8-K filed September 4, 2014.
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10.55*
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|
Lease Agreement, dated January 21, 2014, between the Company, as Tenant, and Market 700, LLC, as Landlord; filed as Exhibit 10.1 to Spire Inc.’s Current Report on Form 8-K filed January 27, 2014.
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10.56*
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|
Stock Purchase Agreement, dated as of April 5, 2014, between the Company and Energen Corporation; filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed April 7, 2014.
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10.57*
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|
Commitment Letter, dated April 5, 2014, among the Company and Credit Suisse AG and Wells Fargo Bank, National Association, and their respective affiliates; filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed April 7, 2014.
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10.58*
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|
First Amendment to the Commitment Letter, dated June 16, 2014, among the Company and Credit Suisse AG and Wells Fargo Bank, National Association, and their respective affiliates; filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed June 17, 2014.
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10.59*
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|
2nd Amendment to Commitment Letter, dated August 19, 2014, among the Company and Credit Suisse AG and Wells Fargo Bank, National Association, and their respective affiliates; filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed August 21, 2014.
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10.60*
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|
The Company’s Executive Severance Plan effective January 1, 2015; filed as Exhibit 10.59 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014.
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10.61*
|
|
Master Note Purchase Agreement, dated as of June 5, 2015, among Alagasco and certain institutional purchasers; filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2015.
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10.62*
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|
Credit Agreement dated September 2, 2014, by and among Alagasco, Wells Fargo Bank, National Association., as Administrative Agent, Credit Suisse AG, Cayman Islands Branch and U.S. Bank National Association, as CO-Syndication Agents, Wells Fargo Securities LLC, Credit Suisse Securities (USA) LLC and U.S. Bank National Association, as Joint Lead Arrangers and Joint Book Managers, and the lenders party thereto which was filed as Exhibit 991. to Alagasco’s Current Report on Form 8-K filed September 4, 2014.
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Exhibit Number
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|
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10.63*
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|
Credit Agreement dated October 30, 2012, by and among Alagasco, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, Wells Fargo Bank, National Association and Regions Bank, and Co-Syndication Agents and L/C Issuers, Compass Bank and U.S. Bank National Association, as Co- Documentation Agents and L/C Issuers, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities LLC, Regions Capital Markets, a division of Regions Bank, Compass Bank and U.S. Bank National Association, as Joint Lead Arrangers and Joint Book Managers, and the lenders party thereto which was filed as Exhibit 10.2 to Alagasco’s Current Report on Form 8-K filed October 31, 2012.
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10.64*
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|
Note Purchase Agreement, dated December 22, 2011, among Alagasco and the Purchasers thereto (the AIG purchasers) with respect to $25 million 3.86 percent Senior Notes due December 22, 2021, which was filed as Exhibit 10.1 to Alagasco’s Current Report on Form 8-K filed December 22, 2011.
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10.65*
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|
Note Purchase Agreement, dated December 22, 2011, among Alagasco and the Purchasers thereto (the Prudential purchasers) with respect to $25 million 3.86 percent Senior Notes due December 22, 2021, which was filed as Exhibit 10.2 to Alagasco’s Current Report on Form 8-K filed December 22, 2011.
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10.66*
|
|
Service Agreement Under Rate Schedule CSS (No. SSNG1), between Southern Natural Gas Company and Alagasco, dated as of September 1, 2005, which was filed as Exhibit 10(a) to Alagasco’s Annual Report on Form 10-K for the year ended December 31, 2005.
|
10.67*
|
|
Amended Exhibit A, effective January 15, 2014, to Service Agreement Under Rate Schedule CSS (No. SSNG1) between Southern Natural Gas Company and Alagasco dated September 1, 2005 which was filed as Exhibit 10(g) to Alagasco’s Annual Report on Form 10-K for the year ended December 31, 2013.
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10.68*
|
|
Firm Transportation Service Agreement Under Rate Schedule FT and/or FT-NN (No. FSNG1), between Southern Natural Gas Company and Alagasco dated as of September 1, 2005, which was filed as Exhibit 10(b) to Alagasco’s Annual Report on Form 10-K for the year ended December 31, 2005.
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10.69*
|
|
Amended Exhibit A, effective October 1, 2013, to Firm Transportation Service Agreement (No. FSNG1) between Southern Natural Gas Company and Alagasco, which was filed as Exhibit 10(i) to Alagasco’s Annual Report on Form 10-K for the year ended December 31, 2013.
|
10.70*
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Amended Exhibit B, effective November 1, 2013, to Firm Transportation Service Agreement (No. FSNG1) between Southern Natural Gas Company and Alagasco, which was filed as Exhibit 10(j) to Alagasco’s Annual Report on Form 10-K for the year ended December 31, 2013.
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10.71*
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Form of Service Agreement Under Rate Schedule IT (No. 790420), between Southern Natural Gas Company and Alagasco, which was filed as Exhibit 10(b) to Alagasco’s Annual Report on Form 10-K for the year ended September 30, 1993.
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10.72*
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Service Agreement between Transcontinental Gas Pipeline Corporation and Transco Energy Marketing Company as Agent for Alagasco, dated August 1, 1991 which was filed as Exhibit 3(e) to Alagasco’s Annual Report on Form 10-K for the year ended December 31, 2003.
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10.73*
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Amendment to Service Agreement between Transcontinental Gas Pipeline Corporation and Alagasco, dated December 2, 2005, which was filed as Exhibit 10(e) to Alagasco’s Annual Report on Form 10-K for the year ended December 31, 2005.
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10.74*
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Spire Inc. Annual Incentive Plan, as Amended, filed as Appendix to the Company’s Definitive Proxy Statement on Schedule 14A filed December 18, 2015.
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10.75*
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Spire Inc. Deferred Income Plan, as Amended and Restated as of January 1, 2016, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 24, 2015.
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12.1
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Computation of Ratio of Earnings to Fixed Charges of the Company.
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12.2
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Computation of Ratio of Earnings to Fixed Charges of Laclede Gas.
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21
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Subsidiaries of the Company.
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23.1
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Consent of Independent Registered Public Accounting Firm of the Company.
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23.2
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Consent of Independent Registered Public Accounting Firm of Laclede Gas.
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31.1
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Certifications under Rule 13a-14(a) of the CEO and CFO of the Company.
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31.2
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Certifications under Rule 13a-14(a) of the CEO and CFO of Laclede Gas.
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31.3
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Certifications under Rule 13a-14(a) of the CEO and CFO of Alagasco.
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32.1
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Section 1350 Certifications under Rule 13a-14(b) of the CEO and CFO of the Company.
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Exhibit Number
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32.2
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Section 1350 Certifications under Rule 13a-14(b) of the CEO and CFO of Laclede Gas.
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32.3
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|
Section 1350 Certifications under Rule 13a-14(b) of the CEO and CFO of Alagasco.
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101.INS
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XBRL Instance Document. (1)
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101.SCH
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XBRL Taxonomy Extension Schema. (1)
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase. (1)
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101.DEF
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|
XBRL Taxonomy Definition Linkbase. (1)
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101.LAB
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XBRL Taxonomy Extension Labels Linkbase. (1)
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101.PRE
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|
XBRL Taxonomy Extension Presentation Linkbase. (1)
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(1)
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Attached as Exhibit 101 to this Annual Report are the following documents formatted in extensible business reporting language (XBRL): (i) Document and Entity Information; (ii) Consolidated Statements of Income and Statements of Income for the years ended September 30, 2016, 2015, and 2014; (iii) Consolidated Statements of Comprehensive Income and Statements of Comprehensive Income for the years ended September 30, 2016, 2015, and 2014; (iv) Consolidated Statements of Common Shareholders’ Equity and Statements of Common Shareholder’s Equity for the years ended September 30, 2016, 2015, and 2014; (v) Consolidated Statements of Cash Flows and Statements of Cash Flows for the years ended September 30, 2016, 2015, and 2014; (vi) Consolidated Balance Sheets and Balance Sheets at September 30, 2016 and 2015; (vii) Consolidated Statements of Capitalization and Statements of Capitalization at September 30, 2016 and 2015; and (viii) Notes to Financial Statements. For Alagasco, the Statements of Income, Comprehensive Income, Common Shareholder’s Equity, and Cash Flows are for the year ended September 30, 2016 and 2015, and the nine months ended September 30, 2014. We also make available on our website the Interactive Data Files submitted as Exhibit 101 to this Annual Report.
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*
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Incorporated herein by reference and made a part hereof. The Company File No. 1-16681. Laclede Gas File No. 1-1822. Alagasco file No. 2-38960.
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