ACQUISITIONS

Effective September 12, 2016, Spire completed the acquisition of 100% of the common stock of Spire EnergySouth, the parent company of Spire Gulf and Spire Mississippi, serving natural gas utility customers in Alabama and Mississippi. This acquisition is supportive of the strategic focus on growing Spire’s gas utility business and creating geographic and regulatory diversity. Total cash consideration paid, net of cash acquired, debt assumed, and a working capital settlement payment received, was $313.9. The goodwill of $225.6 arising from this acquisition, which is not deductible for tax purposes, is attributable to the assembled workforce and the expected cost efficiencies and strategic benefits of the transaction. The Company did not elect pushdown accounting, so the goodwill was recorded on the Spire parent company balance sheet rather than the Spire EnergySouth subsidiary balance sheet and is included in disclosures of segment assets under Other. The following table summarizes the consideration paid and the amounts of the assets acquired and liabilities assumed at the acquisition date.



	As originally recorded			Measurement period adjustments			As adjusted
Recognized amounts of identifiable assets acquired and liabilities assumed:
Utility plant	$	199.5		$	—		$	199.5
Cash	2.0			—			2.0
Other current assets	17.5			0.2			17.7
Other assets	79.8			(10.7		)	69.1
Long-term debt	(67.0		)	—			(67.0		)
Other current liabilities	(42.7		)	—			(42.7		)
Deferred tax liabilities	(35.5		)	—			(35.5		)
Other liabilities	(52.8		)	—			(52.8		)
Total identifiable net assets	100.8			(10.5		)	90.3
Goodwill	218.9			6.7			225.6
Consideration (cash)	$	319.7		$	(3.8	)	$	315.9

Spire EnergySouth’s results of operations are included in the Spire statements of income from the date of acquisition, as shown in the following table.



	2017		2016
Total Operating Revenues	$	95.5	$	3.3
Net Income (Loss)	9.4		(0.2		)
Earnings Per Share	$	0.20	$	—

The following unaudited pro forma financial information presents Spire’s combined results of operations as though the Spire EnergySouth acquisition had occurred as of the beginning of fiscal 2015. The unaudited pro forma financial information is not necessarily indicative of either future results of operations or results that would have been achieved if the acquisition had occurred as of the earlier date. It includes estimates and assumptions which management believes are reasonable. The timing of integration costs was not changed.



	2017		2016		2015
Total Operating Revenues	$	1,740.7	$	1,632.4	$	2,081.6
Net Income	161.6		153.9		143.6
Basic Earnings Per Share	$	3.44	$	3.48	$	3.32
Diluted Earnings Per Share	3.43		3.46		3.31