10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)

[ X ]	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018
	OR
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

Commission File Number	Name of Registrant, Address of Principal Executive Offices and Telephone Number	State of Incorporation	I.R.S. Employer Identification Number
1-16681	Spire Inc. 700 Market Street St. Louis, MO 63101 314-342-0500	Missouri	74-2976504
1-1822	Spire Missouri Inc. 700 Market Street St. Louis, MO 63101 314-342-0500	Missouri	43-0368139
2-38960	Spire Alabama Inc. 2101 6th Avenue North Birmingham, AL 35203 205-326-8100	Alabama	63-0022000

Indicate by check mark whether each registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report) and (2) has been subject to such filing requirements for the past 90 days.

Spire Inc.	Yes [ X ]	No [ ]
Spire Missouri Inc.	Yes [ X ]	No [ ]
Spire Alabama Inc.	Yes [ X ]	No [ ]

Indicate by check mark whether each registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Spire Inc.	Yes [ X ]	No [ ]
Spire Missouri Inc.	Yes [ X ]	No [ ]
Spire Alabama Inc.	Yes [ X ]	No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer	Accelerated filer	Non- accelerated filer	Smaller reporting company	Emerging growth company
Spire Inc.	X
Spire Missouri Inc.			X
Spire Alabama Inc.			X

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Spire Inc.	[ ]
Spire Missouri Inc.	[ ]
Spire Alabama Inc.	[ ]

Indicate by check mark whether each registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Spire Inc.	Yes [ ]	No [ X ]
Spire Missouri Inc.	Yes [ ]	No [ X ]
Spire Alabama Inc.	Yes [ ]	No [ X ]

The number of shares outstanding of each registrant’s common stock as of July 30, 2018, was as follows:

Spire Inc.	Common Stock, par value $1.00 per share	50,669,092
Spire Missouri Inc.	Common Stock, par value $1.00 per share (all owned by Spire Inc.)	24,577
Spire Alabama Inc.	Common Stock, par value $0.01 per share (all owned by Spire Inc.)	1,972,052

Spire Missouri Inc. and Spire Alabama Inc. meet the conditions set forth in General Instructions H(1)(a) and (b) to Form 10-Q and are therefore filing this Form 10-Q with the reduced disclosure format specified in General Instructions H(2) to Form 10-Q.

This combined Form 10-Q represents separate filings by Spire Inc., Spire Missouri Inc., and Spire Alabama Inc. Information contained herein relating to an individual registrant is filed by that registrant on its own behalf. Each registrant makes no representation as to information relating to the other registrants, except that information relating to Spire Missouri Inc. and Spire Alabama Inc. are also attributed to Spire Inc.

TABLE OF CONTENTS			Page No.
GLOSSARY			2
PART I. FINANCIAL INFORMATION
Item 1	Financial Statements (Unaudited):
	Spire Inc.
		Condensed Consolidated Statements of Income	4
		Condensed Consolidated Statements of Comprehensive Income	5
		Condensed Consolidated Balance Sheets	6
		Condensed Consolidated Statements of Shareholders’ Equity	8
		Condensed Consolidated Statements of Cash Flows	9
	Spire Missouri Inc.
		Condensed Statements of Income	10
		Condensed Statements of Comprehensive Income	11
		Condensed Balance Sheets	12
		Condensed Statements of Shareholder’s Equity	14
		Condensed Statements of Cash Flows	15
	Spire Alabama Inc.
		Condensed Statements of Income	16
		Condensed Balance Sheets	17
		Condensed Statements of Shareholder’s Equity	19
		Condensed Statements of Cash Flows	20
	Notes to Financial Statements
		Note 1. Summary of Significant Accounting Policies	21
		Note 2. Earnings Per Common Share	24
		Note 3. Regulatory Matters	25
		Note 4. Financing Arrangements and Long-term Debt	28
		Note 5. Fair Value of Financial Instruments	29
		Note 6. Fair Value Measurements	30
		Note 7. Concentrations of Credit Risk	33
		Note 8. Pension Plans and Other Postretirement Benefits	33
		Note 9. Information by Operating Segment	36
		Note 10. Commitments and Contingencies	39
		Note 11. Income Taxes	42
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		43
Item 3	Quantitative and Qualitative Disclosures About Market Risk		62
Item 4	Controls and Procedures		62
PART II. OTHER INFORMATION
Item 1	Legal Proceedings		63
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds		63
Item 6	Exhibits		64
SIGNATURES			65

1

GLOSSARY OF KEY TERMS AND ABBREVIATIONS

APSC	Alabama Public Service Commission	O&M	Operation and maintenance expense
ASC	Accounting Standards Codification	PGA	Purchased Gas Adjustment
Degree days	The average of a day’s high and low temperature below 65, subtracted from 65, multiplied by the number of days impacted	RSE	Rate Stabilization and Equalization
FASB	Financial Accounting Standards Board	SEC	US Securities and Exchange Commission
FERC	Federal Energy Regulatory Commission	Spire	Spire Inc.
GAAP	Accounting principles generally accepted in the United States of America	Spire Alabama	Spire Alabama Inc.
Gas Marketing	Segment including Spire Marketing, which is engaged in the non-regulated marketing of natural gas and related activities	Spire EnergySouth	Spire EnergySouth Inc., the parent of Spire Gulf and Spire Mississippi
Gas Utility	Segment including the regulated operations of the Utilities	Spire Gulf	Spire Gulf Inc.
GSA	Gas Supply Adjustment	Spire Marketing	Spire Marketing Inc.
ISRS	Infrastructure System Replacement Surcharge	Spire Mississippi	Spire Mississippi Inc.
Missouri Utilities	Spire Missouri, including Spire Missouri East and Spire Missouri West, the utilities serving Missouri	Spire Missouri	Spire Missouri Inc.
MMBtu	Million British thermal units	Spire Missouri East	Spire Missouri’s eastern service territory
MoPSC	Missouri Public Service Commission	Spire Missouri West	Spire Missouri’s western service territory
MSPSC	Mississippi Public Service Commission	TCJA	The Tax Cuts and Jobs Act of 2017
NYSE	New York Stock Exchange	US	United States
		Utilities	Spire Missouri, Spire Alabama and the subsidiaries of Spire EnergySouth

2

PART I. FINANCIAL INFORMATION

The interim financial statements included herein have been prepared by three separate registrants — Spire Inc. (Spire or the Company), Spire Missouri Inc. (Spire Missouri or Missouri Utilities) and Spire Alabama Inc. (Spire Alabama) — without audit, pursuant to the rules and regulations of the United States (US) Securities and Exchange Commission (SEC). These financial statements should be read in conjunction with the financial statements and the notes thereto included in the registrants’ combined Form 10-K for the fiscal year ended September 30, 2017.

The Financial Information in this Part I includes separate financial statements (i.e., balance sheets, statements of income and comprehensive income, statements of shareholders’ equity and statements of cash flows) for Spire, Spire Missouri and Spire Alabama. The Notes to Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations are also included and presented herein on a combined basis for Spire, Spire Missouri and Spire Alabama.

3

Item 1. Financial Statements

SPIRE INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

	Three Months Ended June 30,				Nine Months Ended June 30,
(In millions, except per share amounts)	2018		2017		2018			2017
Operating Revenues:
Gas Utility	$	334.8	$	305.1	$	1,667.3		$	1,419.1
Gas Marketing and other	15.8		18.4		58.5			62.9
Total Operating Revenues	350.6		323.5		1,725.8			1,482.0
Operating Expenses:
Gas Utility
Natural and propane gas	107.2		76.7		731.7			524.8
Operation and maintenance	105.6		100.8		347.1			298.6
Depreciation and amortization	40.5		38.4		121.9			114.0
Taxes, other than income taxes	33.5		30.5		128.2			112.2
Total Gas Utility Operating Expenses	286.8		246.4		1,328.9			1,049.6
Gas Marketing and other	11.4		26.8		97.6			112.6
Total Operating Expenses	298.2		273.2		1,426.5			1,162.2
Operating Income	52.4		50.3		299.3			319.8
Other Income - Net	3.4		1.5		6.3			5.6
Interest Charges:
Interest on long-term debt	20.8		19.0		62.5			57.3
Other interest charges	3.4		2.4		11.5			8.9
Total Interest Charges	24.2		21.4		74.0			66.2
Income Before Income Taxes	31.6		30.4		231.6			259.2
Income Tax Expense (Benefit)	5.7		8.7		(8.5		)	84.3
Net Income	$	25.9	$	21.7	$	240.1		$	174.9
Weighted Average Number of Shares Outstanding:
Basic	49.6		48.1		48.7			46.4
Diluted	49.7		48.2		48.8			46.6
Basic Earnings Per Share	$	0.52	$	0.45	$	4.92		$	3.76
Diluted Earnings Per Share	$	0.52	$	0.45	$	4.91		$	3.75
Dividends Declared Per Share	$	0.5625	$	0.525	$	1.6875		$	1.575
See the accompanying Notes to Financial Statements.

4

SPIRE INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

	Three Months Ended June 30,						Nine Months Ended June 30,
(In millions)	2018			2017			2018			2017
Net Income	$	25.9		$	21.7		$	240.1		$	174.9
Other Comprehensive Income, Before Tax:
Cash flow hedging derivative instruments:
Net hedging gains (losses) arising during the period	0.6			(1.0		)	2.5			11.5
Reclassification adjustment for (gains) losses included in net income	(0.3		)	—			(1.1		)	0.1
Net unrealized gains (losses) on cash flow hedging derivative instruments	0.3			(1.0		)	1.4			11.6
Net gains on defined benefit pension and other postretirement plans	—			0.1			0.1			0.2
Net unrealized losses on available for sale securities	—			—			(0.1		)	(0.1		)
Other Comprehensive Income (Loss), Before Tax	0.3			(0.9		)	1.4			11.7
Income Tax (Benefit) Expense Related to Items of Other Comprehensive Income	—			(0.4		)	0.2			4.3
Other Comprehensive Income (Loss), Net of Tax	0.3			(0.5		)	1.2			7.4
Comprehensive Income	$	26.2		$	21.2		$	241.3		$	182.3
See the accompanying Notes to Financial Statements.

5

SPIRE INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	June 30,			September 30,			June 30,
(Dollars in millions, except per share amounts)	2018			2017			2017
ASSETS
Utility Plant	$	5,501.6		$	5,278.4		$	5,071.4
Less: Accumulated depreciation and amortization	1,669.8			1,613.2			1,609.6
Net Utility Plant	3,831.8			3,665.2			3,461.8
Non-utility Property (net of accumulated depreciation and amortization of $9.7, $8.6 and $8.4 at June 30, 2018, September 30, 2017, and June 30, 2017, respectively)	143.5			52.0			39.9
Goodwill	1,171.6			1,171.6			1,163.9
Other Investments	71.0			64.2			63.8
Total Other Property and Investments	1,386.1			1,287.8			1,267.6
Current Assets:
Cash and cash equivalents	6.9			7.4			8.3
Accounts receivable:
Utility	159.8			140.5			141.9
Other	111.6			149.2			124.0
Allowance for doubtful accounts	(24.7		)	(18.3		)	(17.7		)
Delayed customer billings	32.8			3.4			7.0
Inventories:
Natural gas	119.8			194.9			144.4
Propane gas	12.0			12.0			12.0
Materials and supplies	21.4			18.9			18.4
Natural gas receivable	2.7			1.9			6.5
Derivative instrument assets	8.4			5.9			7.3
Unamortized purchased gas adjustments	14.6			102.6			73.9
Other regulatory assets	82.1			72.9			70.7
Prepayments and other	37.5			34.2			32.4
Total Current Assets	584.9			725.5			629.1
Deferred Charges:
Regulatory assets	695.1			791.1			840.5
Other	87.0			77.1			99.2
Total Deferred Charges	782.1			868.2			939.7
Total Assets	$	6,584.9		$	6,546.7		$	6,298.2

6

SPIRE INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)

(UNAUDITED)

	June 30,		September 30,		June 30,
	2018		2017		2017
CAPITALIZATION AND LIABILITIES
Capitalization:
Common stock (par value $1.00 per share; 70.0 million shares authorized; 50.7 million, 48.3 million and 48.3 million shares issued and outstanding at June 30, 2018, September 30, 2017 and June 30, 2017, respectively)	$	50.7	$	48.3	$	48.2
Paid-in capital	1,480.2		1,325.6		1,323.7
Retained earnings	772.4		614.2		653.1
Accumulated other comprehensive income	4.4		3.2		3.2
Total Equity	2,307.7		1,991.3		2,028.2
Redeemable noncontrolling interest	6.5		—		—
Long-term debt (less current portion)	2,024.5		1,995.0		1,925.3
Total Capitalization	4,338.7		3,986.3		3,953.5
Current Liabilities:
Current portion of long-term debt	155.5		100.0		—
Notes payable	191.0		477.3		450.7
Accounts payable	195.5		257.1		206.4
Advance customer billings	9.7		32.0		15.9
Wages and compensation accrued	39.6		38.7		38.9
Dividends payable	28.4		26.6		26.3
Customer deposits	35.4		34.9		35.0
Interest accrued	27.8		14.6		24.2
Taxes accrued	56.5		61.0		55.6
Unamortized purchased gas adjustments	1.1		1.0		1.0
Other regulatory liabilities	23.4		21.6		24.9
Other	50.2		33.1		30.9
Total Current Liabilities	814.1		1,097.9		909.8
Deferred Credits and Other Liabilities:
Deferred income taxes	476.8		707.5		705.3
Pension and postretirement benefit costs	219.3		237.4		300.4
Asset retirement obligations	305.9		296.6		214.7
Regulatory liabilities	364.3		157.2		139.8
Other	65.8		63.8		74.7
Total Deferred Credits and Other Liabilities	1,432.1		1,462.5		1,434.9
Commitments and Contingencies (Note 10)
Total Capitalization and Liabilities	$	6,584.9	$	6,546.7	$	6,298.2
See the accompanying Notes to Financial Statements.

7

SPIRE INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED)

	Common Stock Outstanding				Paid-in Capital			Retained Earnings			AOCI*			Total
(Dollars in millions)	Shares		Par
Balance at September 30, 2016	45,650,642		$	45.6	$	1,175.9		$	550.9		$	(4.2	)	$	1,768.2
Net income	—		—		—			174.9			—			174.9
Common stock offering	2,504,684		2.5		143.0			—			—			145.5
Dividend reinvestment plan	18,025		—		1.2			—			—			1.2
Stock-based compensation costs	—		—		5.9			0.9			—			6.8
Stock issued under stock-based compensation plans	119,660		0.1		(0.1		)	—			—			—
Employee’s tax withholding for stock-based compensation	(35,167	)	—		(2.2		)	—			—			(2.2		)
Dividends declared	—		—		—			(73.6		)	—			(73.6		)
Other comprehensive income, net of tax	—		—		—			—			7.4			7.4
Balance at June 30, 2017	48,257,844		$	48.2	$	1,323.7		$	653.1		$	3.2		$	2,028.2
Balance at September 30, 2017	48,263,243		$	48.3	$	1,325.6		$	614.2		$	3.2		$	1,991.3
Net income	—		—		—			240.1			—			240.1
Common stock offering	2,300,000		2.3		150.7			—			—			153.0
Dividend reinvestment plan	16,952		—		1.2			—			—			1.2
Stock-based compensation costs	—		—		5.6			—			—			5.6
Stock issued under stock-based compensation plans	111,742		0.1		(0.1		)	—			—			—
Employee’s tax withholding for stock-based compensation	(33,777	)	—		(2.8		)	—			—			(2.8		)
Dividends declared	—		—		—			(81.9		)	—			(81.9		)
Other comprehensive income, net of tax	—		—		—			—			1.2			1.2
Balance at June 30, 2018	50,658,160		$	50.7	$	1,480.2		$	772.4		$	4.4		$	2,307.7
* Accumulated other comprehensive income (loss)
See the accompanying Notes to Financial Statements.

8

SPIRE INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended June 30,
(In millions)	2018			2017
Operating Activities:
Net Income	$	240.1		$	174.9
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	122.9			114.4
Deferred income taxes and investment tax credits	(9.5		)	84.1
Changes in assets and liabilities:
Accounts receivable	20.1			(33.1		)
Unamortized purchased gas adjustments	133.0			(26.1		)
Accounts payable	(53.0		)	14.8
Delayed/advance customer billings – net	(51.6		)	(59.7		)
Taxes accrued	(4.4		)	(4.8		)
Inventories	72.6			27.5
Other assets and liabilities	(3.4		)	24.2
Other	44.5			4.5
Net cash provided by operating activities	511.3			320.7
Investing Activities:
Capital expenditures	(334.3		)	(298.6		)
Business acquisitions	(28.1		)	3.8
Other	(8.9		)	1.1
Net cash used in investing activities	(371.3		)	(293.7		)
Financing Activities:
Issuance of long-term debt	75.0			250.0
Repayment of long-term debt	—			(393.8		)
(Repayment) issuance of short-term debt – net	(286.3		)	52.0
Issuance of common stock	154.2			146.4
Dividends paid	(80.2		)	(70.9		)
Other	(3.2		)	(7.6		)
Net cash used in financing activities	(140.5		)	(23.9		)
Net (Decrease) Increase in Cash and Cash Equivalents	(0.5		)	3.1
Cash and Cash Equivalents at Beginning of Period	7.4			5.2
Cash and Cash Equivalents at End of Period	$	6.9		$	8.3
Supplemental disclosure of cash paid for:
Interest, net of amounts capitalized	$	(60.6	)	$	(54.5	)
Income taxes	(0.9		)	(0.7		)
See the accompanying Notes to Financial Statements.

9

SPIRE MISSOURI INC.

CONDENSED STATEMENTS OF INCOME

(UNAUDITED)

	Three Months Ended June 30,				Nine Months Ended June 30,
(In millions)	2018		2017		2018			2017
Operating Revenues:
Utility	$	215.5	$	198.5	$	1,141.0		$	1,009.3
Total Operating Revenues	215.5		198.5		1,141.0			1,009.3
Operating Expenses:
Utility
Natural and propane gas	81.1		61.9		598.5			494.4
Operation and maintenance	65.5		61.2		229.3			179.2
Depreciation and amortization	24.2		23.2		74.2			68.9
Taxes, other than income taxes	23.7		21.7		91.1			81.6
Total Operating Expenses	194.5		168.0		993.1			824.1
Operating Income	21.0		30.5		147.9			185.2
Other Income - Net	2.0		0.7		2.8			2.7
Interest Charges:
Interest on long-term debt	9.6		8.0		29.3			24.5
Other interest charges	1.7		1.5		5.5			4.4
Total Interest Charges	11.3		9.5		34.8			28.9
Income Before Income Taxes	11.7		21.7		115.9			159.0
Income Tax Expense (Benefit)	0.2		6.2		(23.4		)	48.5
Net Income	$	11.5	$	15.5	$	139.3		$	110.5
See the accompanying Notes to Financial Statements.

10

SPIRE MISSOURI INC.

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

	Three Months Ended June 30,				Nine Months Ended June 30,
(In millions)	2018		2017		2018		2017
Net Income	$	11.5	$	15.5	$	139.3	$	110.5
Other Comprehensive Income, Net of Tax	0.1		—		—		—
Comprehensive Income	$	11.6	$	15.5	$	139.3	$	110.5
See the accompanying Notes to Financial Statements.

11

SPIRE MISSOURI INC.

CONDENSED BALANCE SHEETS

(UNAUDITED)

	June 30,			September 30,			June 30,
(Dollars in millions, except per share amounts)	2018			2017			2017
ASSETS
Utility Plant	$	3,227.1		$	3,091.8		$	2,914.1
Less: Accumulated depreciation and amortization	697.6			681.6			670.3
Net Utility Plant	2,529.5			2,410.2			2,243.8
Goodwill	210.2			210.2			210.2
Other Property and Investments	56.7			59.4			58.9
Total Other Property and Investments	266.9			269.6			269.1
Current Assets:
Cash and cash equivalents	3.5			2.5			2.6
Accounts receivable:
Utility	110.5			101.7			94.4
Associated companies	3.2			3.3			1.7
Other	18.7			15.0			13.8
Allowance for doubtful accounts	(18.2		)	(14.1		)	(13.4		)
Delayed customer billings	32.8			3.4			7.0
Inventories:
Natural gas	76.8			138.2			93.6
Propane gas	12.0			12.0			12.0
Materials and supplies	12.4			11.3			11.3
Derivative instrument assets	—			0.1			0.7
Unamortized purchased gas adjustments	7.0			57.4			29.0
Other regulatory assets	48.1			38.2			38.2
Prepayments and other	20.3			19.6			21.3
Total Current Assets	327.1			388.6			312.2
Deferred Charges:
Regulatory assets	473.8			557.8			583.4
Other	7.7			5.3			3.1
Total Deferred Charges	481.5			563.1			586.5
Total Assets	$	3,605.0		$	3,631.5		$	3,411.6

12

SPIRE MISSOURI INC.

CONDENSED BALANCE SHEETS (Continued)

(UNAUDITED)

	June 30,			September 30,			June 30,
	2018			2017			2017
CAPITALIZATION AND LIABILITIES
Capitalization:
Paid-in capital and common stock (par value $1.00 per share; 50.0 million shares authorized; 24,577 shares issued and outstanding)	$	759.3		$	756.2		$	755.3
Retained earnings	519.8			416.5			414.0
Accumulated other comprehensive loss	(1.7		)	(1.7		)	(1.8		)
Total Equity	1,277.4			1,171.0			1,167.5
Long-term debt	824.2			873.9			804.5
Total Capitalization	2,101.6			2,044.9			1,972.0
Current Liabilities:
Current portion of long-term debt	150.0			100.0			—
Notes payable – associated companies	128.6			203.0			260.2
Accounts payable	62.3			89.9			54.0
Accounts payable – associated companies	4.9			5.4			5.4
Advance customer billings	—			13.3			0.7
Wages and compensation accrued	30.5			29.6			29.4
Dividends payable	9.0			—			—
Customer deposits	13.0			13.3			13.2
Interest accrued	11.6			8.0			9.5
Taxes accrued	26.5			34.1			28.3
Regulatory liabilities	8.7			2.7			2.7
Other	17.4			8.5			7.5
Total Current Liabilities	462.5			507.8			410.9
Deferred Credits and Other Liabilities:
Deferred income taxes	393.9			623.8			620.9
Pension and postretirement benefit costs	154.4			173.0			204.2
Asset retirement obligations	163.6			158.6			77.9
Regulatory liabilities	281.6			81.2			83.6
Other	47.4			42.2			42.1
Total Deferred Credits and Other Liabilities	1,040.9			1,078.8			1,028.7
Commitments and Contingencies (Note 10)
Total Capitalization and Liabilities	$	3,605.0		$	3,631.5		$	3,411.6
See the accompanying Notes to Financial Statements.

13

SPIRE MISSOURI INC.

CONDENSED STATEMENTS OF SHAREHOLDER’S EQUITY

(UNAUDITED)

	Common Stock Outstanding			Paid-in Capital		Retained Earnings			AOCI*
(Dollars in millions)	Shares	Par										Total
Balance at September 30, 2016	24,577	$	0.1	$	751.9	$	318.3		$	(1.8	)	$	1,068.5
Net income	—	—		—		110.5			—			110.5
Stock-based compensation costs	—	—		3.3		—			—			3.3
Dividends declared	—	—		—		(14.8		)	—			(14.8		)
Balance at June 30, 2017	24,577	$	0.1	$	755.2	$	414.0		$	(1.8	)	$	1,167.5
Balance at September 30, 2017	24,577	$	0.1	$	756.1	$	416.5		$	(1.7	)	$	1,171.0
Net income	—	—		—		139.3			—			139.3
Stock-based compensation costs	—	—		3.1		—			—			3.1
Dividends declared	—	—		—		(36.0		)	—			(36.0		)
Balance at June 30, 2018	24,577	$	0.1	$	759.2	$	519.8		$	(1.7	)	$	1,277.4
* Accumulated other comprehensive income (loss)
See the accompanying Notes to Financial Statements.

14

SPIRE MISSOURI INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended June 30,
(In millions)	2018			2017
Operating Activities:
Net Income	$	139.3		$	110.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	74.2			68.9
Deferred income taxes and investment tax credits	(23.4		)	48.5
Changes in assets and liabilities:
Accounts receivable	(8.3		)	(11.0		)
Unamortized purchased gas adjustments	95.3			12.8
Accounts payable	(19.6		)	(6.2		)
Delayed/advance customer billings – net	(42.7		)	(53.8		)
Taxes accrued	(7.5		)	(0.7		)
Inventories	60.3			31.6
Other assets and liabilities	(6.3		)	0.5
Other	44.1			1.4
Net cash provided by operating activities	305.4			202.5
Investing Activities:
Capital expenditures	(203.1		)	(189.5		)
Other	0.1			0.7
Net cash used in investing activities	(203.0		)	(188.8		)
Financing Activities:
Repayment of short-term debt – net	—			(243.7		)
(Repayments to) borrowings from Spire – net	(74.4		)	260.2
Dividends paid	(27.0		)	(28.7		)
Other	—			(1.0		)
Net cash used in financing activities	(101.4		)	(13.2		)
Net Increase in Cash and Cash Equivalents	1.0			0.5
Cash and Cash Equivalents at Beginning of Period	2.5			2.1
Cash and Cash Equivalents at End of Period	$	3.5		$	2.6
Supplemental disclosure of cash paid for:
Interest, net of amounts capitalized	$	(30.7	)	$	(26.9	)
Income taxes	—			—
See the accompanying Notes to Financial Statements.

15

SPIRE ALABAMA INC.

CONDENSED STATEMENTS OF INCOME

(UNAUDITED)

	Three Months Ended June 30,				Nine Months Ended June 30,
(In millions)	2018		2017		2018		2017
Operating Revenues:
Utility	$	100.3	$	90.5	$	439.4	$	336.0
Total Operating Revenues	100.3		90.5		439.4		336.0
Operating Expenses:
Utility
Natural gas	32.2		22.5		159.7		65.1
Operation and maintenance	34.2		32.9		100.1		95.6
Depreciation and amortization	13.5		12.6		39.4		37.2
Taxes, other than income taxes	8.1		7.0		30.7		23.9
Total Operating Expenses	88.0		75.0		329.9		221.8
Operating Income	12.3		15.5		109.5		114.2
Other Income - Net	0.5		0.6		1.4		2.1
Interest Charges:
Interest on long-term debt	3.6		2.8		10.0		8.4
Other interest charges	0.8		0.8		2.8		2.3
Total Interest Charges	4.4		3.6		12.8		10.7
Income Before Income Taxes	8.4		12.5		98.1		105.6
Income Tax Expense	2.1		5.1		85.8		40.3
Net Income	$	6.3	$	7.4	$	12.3	$	65.3
See the accompanying Notes to Financial Statements.

16

SPIRE ALABAMA INC.

CONDENSED BALANCE SHEETS

(UNAUDITED)

	June 30,			September 30,			June 30,
(Dollars in millions, except per share amounts)	2018			2017			2017
ASSETS
Utility Plant	$	1,920.3		$	1,838.0		$	1,809.0
Less: Accumulated depreciation and amortization	816.8			782.0			791.2
Net Utility Plant	1,103.5			1,056.0			1,017.8
Current Assets:
Cash and cash equivalents	—			0.1			0.1
Accounts receivable:
Utility	40.3			32.0			40.6
Associated companies	0.2			—			0.2
Other	6.5			6.2			5.8
Allowance for doubtful accounts	(3.6		)	(2.6		)	(2.2		)
Inventories:
Natural gas	30.5			33.9			29.0
Materials and supplies	7.7			6.5			5.9
Unamortized purchased gas adjustments	7.6			45.2			44.9
Other regulatory assets	19.3			19.4			17.3
Prepayments and other	8.6			6.7			6.6
Total Current Assets	117.1			147.4			148.2
Deferred Charges:
Regulatory assets	193.4			197.0			228.7
Deferred income taxes	98.2			185.6			181.1
Other	58.6			57.0			63.2
Total Deferred Charges	350.2			439.6			473.0
Total Assets	$	1,570.8		$	1,643.0		$	1,639.0

17

SPIRE ALABAMA INC.

CONDENSED BALANCE SHEETS (Continued)

(UNAUDITED)

	June 30,		September 30,		June 30,
	2018		2017		2017
CAPITALIZATION AND LIABILITIES
Capitalization:
Paid-in capital and common stock (par value $0.01 per share; 3.0 million shares authorized; 2.0 million shares issued and outstanding)	$	390.9	$	420.9	$	420.9
Retained earnings	436.3		446.5		463.5
Total Equity	827.2		867.4		884.4
Long-term debt	322.5		247.8		247.7
Total Capitalization	1,149.7		1,115.2		1,132.1
Current Liabilities:
Notes payable – associated companies	69.6		169.9		114.9
Accounts payable	44.6		44.4		45.1
Accounts payable – associated companies	2.0		1.6		1.4
Advance customer billings	9.5		18.6		15.2
Wages and compensation accrued	7.4		7.4		7.5
Customer deposits	18.6		17.9		18.1
Interest accrued	5.0		3.3		3.5
Taxes accrued	26.8		23.4		20.5
Regulatory liabilities	8.8		12.0		17.8
Other	3.3		2.9		3.4
Total Current Liabilities	195.6		301.4		247.4
Deferred Credits and Other Liabilities:
Pension and postretirement benefit costs	51.8		50.2		77.9
Asset retirement obligations	132.4		128.4		125.4
Regulatory liabilities	33.7		39.6		34.4
Other	7.6		8.2		21.8
Total Deferred Credits and Other Liabilities	225.5		226.4		259.5
Commitments and Contingencies (Note 10)
Total Capitalization and Liabilities	$	1,570.8	$	1,643.0	$	1,639.0
See the accompanying Notes to Financial Statements.

18

SPIRE ALABAMA INC.

CONDENSED STATEMENTS OF SHAREHOLDER’S EQUITY

(UNAUDITED)

	Common Stock Outstanding			Paid-in Capital			Retained Earnings
(Dollars in millions)	Shares	Par								Total
Balance at September 30, 2016	1,972,052	$	—	$	451.9		$	415.4		$	867.3
Net income	—	—		—			65.3			65.3
Return of capital to Spire	—	—		(31.0		)	—			(31.0		)
Dividends declared	—	—		—			(17.2		)	(17.2		)
Balance at June 30, 2017	1,972,052	$	—	$	420.9		$	463.5		$	884.4
Balance at September 30, 2017	1,972,052	$	—	$	420.9		$	446.5		$	867.4
Net income	—	—		—			12.3			12.3
Return of capital to Spire	—	—		(30.0		)	—			(30.0		)
Dividends declared	—	—		—			(22.5		)	(22.5		)
Balance at June 30, 2018	1,972,052	$	—	$	390.9		$	436.3		$	827.2
See the accompanying Notes to Financial Statements.

19

SPIRE ALABAMA INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended June 30,
(In millions)	2018			2017
Operating Activities:
Net Income	$	12.3		$	65.3
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	39.4			37.2
Deferred income taxes and investment tax credits	85.8			40.3
Changes in assets and liabilities:
Accounts receivable	(14.9		)	(12.4		)
Unamortized purchased gas adjustments	37.6			(39.3		)
Accounts payable	(0.1		)	10.7
Advance customer billings	(9.1		)	(5.9		)
Taxes accrued	3.4			(1.1		)
Inventories	2.2			5.6
Other assets and liabilities	6.6			(4.1		)
Other	(0.5		)	(0.3		)
Net cash provided by operating activities	162.7			96.0
Investing Activities:
Capital expenditures	(83.6		)	(80.2		)
Other	(1.0		)	—
Net cash used in investing activities	(84.6		)	(80.2		)
Financing Activities:
Issuance of long-term debt	75.0			—
Repayments of short-term debt – net	—			(82.0		)
(Repayments to) borrowings from Spire – net	(100.3		)	114.9
Return of capital to Spire	(30.0		)	(31.0		)
Dividends paid	(22.5		)	(17.2		)
Other	(0.4		)	(0.4		)
Net cash used in financing activities	(78.2		)	(15.7		)
Net (Decrease) Increase in Cash and Cash Equivalents	(0.1		)	0.1
Cash and Cash Equivalents at Beginning of Period	0.1			—
Cash and Cash Equivalents at End of Period	$	—		$	0.1
Supplemental disclosure of cash paid for:
Interest, net of amounts capitalized	$	(10.0	)	$	(9.3	)
Income taxes	—			—
See the accompanying Notes to Financial Statements.

20

SPIRE INC., SPIRE MISSOURI INC. AND SPIRE ALABAMA INC.

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

(Dollars in millions, except per share amounts)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION –These notes are an integral part of the accompanying unaudited financial statements of Spire Inc. (Spire or the Company), as well as Spire Missouri Inc. (Spire Missouri or the Missouri Utilities) and Spire Alabama Inc. (Spire Alabama). Spire Missouri and Spire Alabama are wholly owned subsidiaries of the Company. Spire Missouri, Spire Alabama and the subsidiaries of Spire EnergySouth Inc. (Spire EnergySouth) are collectively referred to as the Utilities. The subsidiaries of Spire EnergySouth are Spire Gulf Inc. and Spire Mississippi Inc.

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information with the instructions to Form 10-Q and Rule 10-01 of Regulation S‑X. Accordingly, they do not include all of the disclosures required for complete financial statements. In the opinion of management, the accompanying unaudited financial statements include all adjustments (consisting of only normal recurring adjustments) necessary for the fair presentation of the results of operations for the periods presented. This Form 10-Q should be read in conjunction with the Notes to Financial Statements contained in Spire’s, Spire Missouri’s and Spire Alabama’s combined Annual Report on Form 10-K for the fiscal year ended September 30, 2017.

The consolidated financial position, results of operations, and cash flows of Spire include the accounts of the Company and all its subsidiaries. One subsidiary acquired an 80% voting interest in a natural gas storage facility in December 2017, and the redeemable noncontrolling interest is shown as temporary equity on the balance sheet. Transactions and balances between consolidated entities have been eliminated from the consolidated financial statements of Spire. In compliance with GAAP, transactions between Spire Missouri and Spire Alabama and their affiliates, as well as intercompany balances on their balance sheets, have not been eliminated from their separate financial statements.

NATURE OF OPERATIONS – Spire Inc. (NYSE: SR), headquartered in St. Louis, Missouri, is a public utility holding company. The Company has two reportable segments: Gas Utility and Gas Marketing. The Gas Utility segment consists of the regulated natural gas distribution operations of the Company and is the core business segment of Spire in terms of revenue and earnings generation. The Gas Utility segment is comprised of the operations of: the Missouri Utilities, serving St. Louis and eastern Missouri (Spire Missouri East) and Kansas City and western Missouri (Spire Missouri West); Spire Alabama, serving central and northern Alabama; and the subsidiaries of Spire EnergySouth, serving southern Alabama and south-central Mississippi. The Gas Marketing segment includes Spire’s primary non-utility business, Spire Marketing Inc. (Spire Marketing), which provides non-regulated natural gas services. The activities of other subsidiaries are reported as Other and are described in Note 9, Information by Operating Segment. Spire Missouri and Spire Alabama each have a single reportable segment.

Nearly all of the Company’s earnings are derived from its Gas Utility segment. Due to the seasonal nature of the Utilities’ business, earnings are typically concentrated during the heating season of November through April each fiscal year. As a result, the interim statements of income for Spire, Spire Missouri and Spire Alabama are not necessarily indicative of annual results or representative of succeeding quarters of the fiscal year.

REVENUE RECOGNITION – The Utilities read meters and bill customers on monthly cycles. The Missouri Utilities, Spire Gulf and Spire Mississippi record their gas utility revenues from gas sales and transportation services on an accrual basis that includes estimated amounts for gas delivered but not yet billed. The accruals for unbilled revenues are reversed in the subsequent accounting period when meters are actually read and customers are billed. The amounts of accrued unbilled revenues for Spire Missouri at June 30, 2018, September 30, 2017, and June 30, 2017, were $31.5, $30.1, and $31.9, respectively.

Spire Alabama records natural gas distribution revenues in accordance with the tariff established by the Alabama Public Service Commission (APSC). Unbilled revenue is accrued in an amount equal to the related gas cost, as profit margin is not considered earned until billed. The amounts of accrued unbilled revenues for Spire Alabama at June 30, 2018, September 30, 2017, and June 30, 2017 were $1.7, $1.9, and $6.0, respectively.

Spire’s other subsidiaries, including Spire Marketing, record revenues when earned, either when the product is delivered or when services are performed.

21

In the course of its business, Spire Marketing enters into commitments associated with the purchase or sale of natural gas. Certain of their derivative natural gas contracts are designated as normal purchases or normal sales and, as such, are excluded from the scope of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 815, Derivatives and Hedging. Those contracts are accounted for as executory contracts and recorded on an accrual basis. Revenues and expenses from such contracts are recorded using a gross presentation. Contracts not designated as normal purchases or normal sales are recorded as derivatives with changes in fair value recognized in earnings in the periods prior to physical delivery. Certain of Spire Marketing’s wholesale purchase and sale transactions are classified as trading activities for financial reporting purposes. Under GAAP, revenues and expenses associated with trading activities are presented on a net basis in Gas Marketing Operating Revenues (or expenses, if negative) in the Condensed Consolidated Statements of Income. This net presentation has no effect on operating income or net income.

GROSS RECEIPTS AND SALES TAXES – Gross receipts taxes associated with the Company’s natural gas utility services are imposed on the Utilities and billed to their customers. The revenue and expense amounts are recorded gross in the “Operating Revenues” and “Taxes, other than income taxes” lines, respectively, in the statements of income. The following table presents gross receipts and sales taxes recorded as revenues:

	Three Months Ended June 30,				Nine Months Ended June 30,
	2018		2017		2018		2017
Spire	$	20.4	$	18.0	$	87.1	$	71.7
Spire Missouri	14.5		12.4		61.3		52.0
Spire Alabama	5.2		4.2		22.4		16.1

REGULATED OPERATIONS –The Utilities account for their regulated operations in accordance with FASB ASC Topic 980, Regulated Operations. This topic sets forth the application of GAAP for those companies whose rates are established by or are subject to approval by an independent third-party regulator. The provisions of this accounting guidance require, among other things, that financial statements of a regulated enterprise reflect the actions of regulators, where appropriate. These actions may result in the recognition of revenues and expenses in time periods that are different than non-regulated enterprises. When this occurs, costs are deferred as assets in the balance sheet (regulatory assets) and recorded as expenses when those amounts are reflected in rates. In addition, regulators can impose liabilities upon a regulated company for amounts previously collected from customers and for recovery of costs that are expected to be incurred in the future (regulatory liabilities). Management believes that the current regulatory environment supports the continued use of these regulatory accounting principles and that all regulatory assets and regulatory liabilities are recoverable or refundable through the regulatory process.

As authorized by the Missouri Public Service Commission (MoPSC), the Mississippi Public Service Commission (MSPSC) and the APSC, the Purchased Gas Adjustment (PGA) clauses and Gas Supply Adjustment (GSA) riders allow the Utilities to pass through to customers the cost of purchased gas supplies. Regulatory assets and liabilities related to the PGA clauses and the GSA riders are both labeled Unamortized Purchased Gas Adjustments herein. See additional information about regulatory assets and liabilities in Note 3, Regulatory Matters.

TRANSACTIONS WITH AFFILIATES –Transactions between affiliates of the Company have been eliminated from the consolidated statements of Spire. Spire Missouri and Spire Alabama borrowed funds from the Company and incurred related interest, as reflected in their separate financial statements, and they participated in normal intercompany shared services transactions. In addition, Spire Missouri’s other transactions with affiliates included:

	Three Months Ended June 30,				Nine Months Ended June 30,
	2018		2017		2018		2017
Purchases of natural gas from Spire Marketing	$	10.4	$	11.8	$	52.0	$	53.3
Sales of natural gas to Spire Marketing	—		1.5		0.3		7.8
Transportation services received from Spire NGL Inc.	0.3		0.3		0.8		0.8

22

ACCRUED CAPITAL EXPENDITURES – Accrued capital expenditures, shown in the following table, are excluded from capital expenditures in the statements of cash flows until paid.

	June 30,		September 30,		June 30,
	2018		2017		2017
Spire	$	33.8	$	41.0	$	26.5
Spire Missouri	21.9		28.9		16.5
Spire Alabama	9.9		9.4		7.9

NEW ACCOUNTING PRONOUNCEMENTS – In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. Under the new standard, an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies may need to use more judgment and make more estimates than under current guidance. ASU No. 2014-09 also requires disclosures that will enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Existing alternative revenue program guidance, though excluded by the FASB in updating specific guidance associated with revenue from contracts with customers, was relocated without substantial modification to accounting guidance for rate-regulated entities. It will require separate presentation of such revenues in the statement of income. Entities have the option of using either a full retrospective or modified retrospective approach in adopting this guidance. In August 2015, the FASB issued ASU No. 2015-14, which made the guidance in ASU No. 2014-09 effective for fiscal years beginning after December 15, 2017, and interim periods within those years. In 2016 and 2017, the FASB issued related ASU Nos. 2016-08, 2016-10, 2016-11, 2016-12, 2016-20, and 2017-14, which further modified the standards for accounting for revenue. The Company, Spire Missouri and Spire Alabama have completed their evaluation of their sources of revenue and related contracts and plan to adopt the new guidance in the first quarter of fiscal 2019 using the modified retrospective approach with no material effect on their financial position, results of operations, or cash flows.

In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard requires lessees to recognize a right-of-use asset and lease liability for almost all lease contracts based on the present value of lease payments. There is an exemption for short-term leases. The ASU provides new guidelines for identifying and classifying a lease, and classification affects the pattern and income statement line item for the related expense. This update will be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. ASU No. 2018-01, issued in January 2018, clarifies the related transition and accounting for existing and new or modified land easements. The ASUs are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company, Spire Missouri and Spire Alabama are currently assessing the timing and impacts of adopting these standards, which must be adopted by the first quarter of fiscal 2020.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments. The standard introduces new guidance for the accounting for credit losses on instruments within its scope, including trade receivables. It is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and may be adopted a year earlier. The new guidance will be initially applied through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The Company, Spire Missouri and Spire Alabama are currently assessing the timing and impacts of adopting this standard, which must be adopted by the first quarter of fiscal 2021.

In March 2017, the FASB issued ASU No. 2017-07, Compensation – Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The amended guidance requires that the service cost component of pension and postretirement benefit costs be presented within the same line item in the income statement as other compensation costs (except for the amount being capitalized), while other components are to be presented outside the subtotal of operating income and are no longer eligible for capitalization. The ASU is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The amended guidance will be applied retrospectively for income statement presentation and prospectively for capitalization. The Company, Spire Missouri and Spire Alabama will adopt this standard in the first quarter of fiscal 2019 using a practical expedient permitting the use of the amounts disclosed in its pension and other postretirement benefit plan note for the prior comparative periods as the estimation basis for applying the retrospective presentation requirements. They will continue to capitalize the non-service cost components as allowed for regulatory reporting, but those capitalized amounts will be reported as regulatory assets rather than plant.

23

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities. The amendments in this ASU more closely align the results of hedge accounting with risk management activities through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results in the financial statements. They are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, and early application is permitted. The Company, Spire Missouri and Spire Alabama are currently assessing the effects of this new guidance, as well as the timing of adoption.

2. EARNINGS PER COMMON SHARE

Spire	Three Months Ended June 30,				Nine Months Ended June 30,
	2018		2017		2018		2017
Basic Earnings Per Share:
Net Income	$	25.9	$	21.7	$	240.1	$	174.9
Less: Income allocated to participating securities	0.1		0.1		0.5		0.4
Net Income Available to Common Shareholders	$	25.8	$	21.6	$	239.6	$	174.5
Weighted Average Shares Outstanding (in millions)	49.6		48.1		48.7		46.4
Basic Earnings Per Share of Common Stock	$	0.52	$	0.45	$	4.92	$	3.76
Diluted Earnings Per Share:
Net Income	$	25.9	$	21.7	$	240.1	$	174.9
Less: Income allocated to participating securities	0.1		0.1		0.5		0.4
Net Income Available to Common Shareholders	$	25.8	$	21.6	$	239.6	$	174.5
Weighted Average Shares Outstanding (in millions)	49.6		48.1		48.7		46.4
Dilutive Effect of Restricted Stock and Restricted Stock Units (in millions)*	0.1		0.1		0.1		0.2
Weighted Average Diluted Shares (in millions)	49.7		48.2		48.8		46.6
Diluted Earnings Per Share of Common Stock	$	0.52	$	0.45	$	4.91	$	3.75
* Calculation excludes certain outstanding shares (shown in millions by period at the right) attributable to stock units subject to performance or market conditions and restricted stock, which could have a dilutive effect in the future	0.4		0.4		0.4		0.4

24

3. REGULATORY MATTERS

As explained in Note 1, Summary of Significant Accounting Policies, the Utilities account for regulated operations in accordance with FASB ASC Topic 980, Regulated Operations. The following regulatory assets and regulatory liabilities, including purchased gas adjustments, were reflected in the balance sheets of the Company, Spire Missouri and Spire Alabama as of June 30, 2018, September 30, 2017, and June 30, 2017.

	June 30,		September 30,		June 30,
Spire	2018		2017		2017
Regulatory Assets:
Current:
Pension and postretirement benefit costs	$	43.2	$	42.2	$	41.7
Unamortized purchased gas adjustments	14.6		102.6		73.9
Other	38.9		30.7		29.0
Total Current Regulatory Assets	96.7		175.5		144.6
Noncurrent:
Future income taxes due from customers	130.5		170.5		166.6
Pension and postretirement benefit costs	369.4		404.7		453.4
Cost of removal	126.2		123.3		135.4
Unamortized purchased gas adjustments	—		9.9		13.9
Energy efficiency	31.8		29.0		27.8
Other	37.2		53.7		43.4
Total Noncurrent Regulatory Assets	695.1		791.1		840.5
Total Regulatory Assets	$	791.8	$	966.6	$	985.1
Regulatory Liabilities:
Current:
Rate Stabilization and Equalization (RSE) adjustment	$	—	$	1.4	$	1.2
Unbilled service margin	—		—		6.0
Refundable negative salvage	5.2		8.2		8.2
Unamortized purchased gas adjustments	1.1		1.0		1.0
Other	18.2		12.0		9.5
Total Current Regulatory Liabilities	24.5		22.6		25.9
Noncurrent:
Deferred taxes due to customers	182.7		—		—
Pension and postretirement benefit costs	30.2		32.2		27.0
Refundable negative salvage	—		4.1		4.1
Accrued cost of removal	65.0		83.8		74.6
Unamortized purchased gas adjustments	37.0		1.9		3.0
Other	49.4		35.2		31.1
Total Noncurrent Regulatory Liabilities	364.3		157.2		139.8
Total Regulatory Liabilities	$	388.8	$	179.8	$	165.7

25

	June 30,		September 30,		June 30,
Spire Missouri	2018		2017		2017
Regulatory Assets:
Current:
Pension and postretirement benefit costs	$	34.9	$	34.9	$	34.9
Unamortized purchased gas adjustments	7.0		57.4		29.0
Other	13.2		3.3		3.3
Total Current Regulatory Assets	55.1		95.6		67.2
Noncurrent:
Future income taxes due from customers	128.4		170.5		166.6
Pension and postretirement benefit costs	297.2		322.7		352.3
Unamortized purchased gas adjustments	—		9.9		13.9
Energy efficiency	31.8		29.0		27.8
Other	16.4		25.7		22.8
Total Noncurrent Regulatory Assets	473.8		557.8		583.4
Total Regulatory Assets	$	528.9	$	653.4	$	650.6
Regulatory Liabilities:
Current:
Other	$	8.7	$	2.7	$	2.7
Total Current Regulatory Liabilities	8.7		2.7		2.7
Noncurrent:
Deferred taxes due to customers	164.6		—		—
Accrued cost of removal	42.2		54.5		54.8
Unamortized purchased gas adjustments	37.0		1.9		3.0
Other	37.8		24.8		25.8
Total Noncurrent Regulatory Liabilities	281.6		81.2		83.6
Total Regulatory Liabilities	$	290.3	$	83.9	$	86.3

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	June 30,		September 30,		June 30,
Spire Alabama	2018		2017		2017
Regulatory Assets:
Current:
Pension and postretirement benefit costs	$	7.3	$	7.2	$	6.8
Unamortized purchased gas adjustments	7.6		45.2		44.9
Other	12.0		12.2		10.5
Total Current Regulatory Assets	26.9		64.6		62.2
Noncurrent:
Pension and postretirement benefit costs	64.5		72.6		92.2
Cost of removal	126.2		123.3		135.4
Other	2.7		1.1		1.1
Total Noncurrent Regulatory Assets	193.4		197.0		228.7
Total Regulatory Assets	$	220.3	$	261.6	$	290.9
Regulatory Liabilities:
Current:
RSE adjustment	$	—	$	1.4	$	1.2
Unbilled service margin	—		—		6.0
Refundable negative salvage	5.2		8.2		8.2
Other	3.6		2.4		2.4
Total Current Regulatory Liabilities	8.8		12.0		17.8
Noncurrent:
Pension and postretirement benefit costs	30.2		32.2		27.0
Refundable negative salvage	—		4.1		4.1
Other	3.5		3.3		3.3
Total Noncurrent Regulatory Liabilities	33.7		39.6		34.4
Total Regulatory Liabilities	$	42.5	$	51.6	$	52.2

A portion of the Company’s and Spire Missouri’s regulatory assets are not earning a return, as shown in the table below:

	Spire						Spire Missouri
	June 30,		September 30,		June 30,		June 30,		September 30,		June 30,
	2018		2017		2017		2018		2017		2017
Pension and postretirement benefit costs	$	160.5	$	198.5	$	231.0	$	160.5	$	198.5	$	231.0
Future income taxes due from customers	130.5		170.5		166.6		128.4		170.5		166.6
Other	15.4		11.3		11.4		15.4		11.3		11.4
Total Regulatory Assets Not Earning a Return	$	306.4	$	380.3	$	409.0	$	304.3	$	380.3	$	409.0

Like all the Company’s regulatory assets, these regulatory assets are expected to be recovered from customers in future rates. The recovery period for the future income taxes due from customers and pension and other postretirement benefit costs could be 20 years or longer, based on current Internal Revenue Service (IRS) guidelines and average remaining service life of active participants, respectively. The other items not earning a return are expected to be recovered over a period not to exceed 15 years, consistent with precedent set by the MoPSC. Spire Alabama does not have any regulatory assets that are not earning a return.

On April 11, 2017, Spire Missouri East filed a general rate case docketed as GR-2017-0215, and concurrently, Spire Missouri West filed general rate case GR-2017-0216. On March 7, 2018, the MoPSC issued an Amended Report and Order, approving a base rate revenue requirement increase of $18.0 for Spire Missouri East and $15.2 for Spire Missouri West. The annualized Infrastructure System Replacement Surcharge (ISRS) amounts of $32.6 for Spire Missouri East and $16.4 for Spire Missouri West were reset to zero, resulting in a net decrease in revenues of $14.6 and $1.2, respectively. These net amounts reflect decreases totaling approximately $33.0 resulting from the federal

27

income tax rate reduction from the Tax Cuts and Jobs Act (see Note 11, Income Taxes) and a related allowance to return excess accumulated deferred income taxes to customers in accordance with IRS normalization requirements. Tariffs reflecting the MoPSC’s Amended Report and Order went into effect on April 19, 2018.

Included in the rate order were updates to the treatment of pension and other postretirement benefits. Effective April 19, 2018, the pension cost for Spire Missouri West included in customer rates was reduced from $9.9 to $5.5 per year, the pension cost included in the Spire Missouri East customer rates was increased from $15.5 to $29.0 per year, and the annual allowance for health care postretirement plans for Spire Missouri East was reduced from $9.5 to $8.6. Over an amortization period of eight years, Spire Missouri East rates will also include the amortization of $173.0 of assets for pension and other postretirement benefits, and Spire Missouri West rates will be reduced by the amortization of a $26.2 net liability for pension and other postretirement benefits.

Certain provisions of the MoPSC’s Amended Report and Order allow less future recovery of particular costs than previously estimated. Regulatory assets related to pension costs were reduced by $28.8 because the MoPSC has indicated that certain amounts established before 1997 are not recoverable. They also ordered that certain incentive compensation costs totaling $6.9 and $1.8 of assets related to buildings sold in 2014 be excluded from rate base. Rate case expenses totaling $0.9 were also disallowed. Though court appeals are pending, management determined that the related assets should be written down or off in connection with the preparation of the financial statements for the second quarter of 2018. For both Spire Missouri and Spire, the charges totaled $38.4 for the nine months ended June 30, 2018, and are included primarily in operation and maintenance expense on the statements of income and in other cash flows from operating activities on the statements of cash flows. The after-tax reduction to net income and earnings per share was $23.6 and $0.49, respectively. The charges related to the long-standing pension and building assets, totaling $30.6, are excluded in the determination of net economic earnings, as shown in Note 9, Information by Operating Segment.

4. FINANCING ARRANGEMENTS AND LONG-TERM DEBT

On December 14, 2016, Spire, Spire Missouri and Spire Alabama entered into a syndicated revolving credit facility pursuant to a loan agreement with 11 banks, expiring December 14, 2021. The loan agreement has an aggregate credit commitment of $975.0, including sublimits of $300.0 for Spire, $475.0 for Spire Missouri, and $200.0 for Spire Alabama. The agreement contains financial covenants limiting each borrower’s consolidated total debt, including short-term debt, to no more than 70% of its total capitalization. As defined in the line of credit, on June 30, 2018, total debt was 51% of total capitalization for the consolidated Company, 46% for Spire Missouri, and 32% for Spire Alabama. There were no borrowings against this credit facility as of June 30, 2018, September 30, 2017, or June 30, 2017.

On December 21, 2016, Spire established a commercial paper program (Program) pursuant to which Spire may issue short-term, unsecured commercial paper notes (Notes). Amounts available under the Program may be borrowed, repaid, and re-borrowed from time to time, with the aggregate face or principal amount of the Notes outstanding under the Program at any time not to exceed $975.0. The Notes may have maturities of up to 365 days from date of issue. As of June 30, 2018, Notes outstanding under the Program totaled $191.0. From that amount (and other general corporate funds), $128.6 and $69.6 were loaned to Spire Missouri and Spire Alabama, respectively, at Spire’s cost. Notes outstanding under the Program totaled $477.3 and $450.7 as of September 30, 2017, and June 30, 2017, respectively.

On December 1, 2017, Spire Alabama entered into the First Supplement to Master Note Purchase Agreement with certain institutional investors. Pursuant to the terms of that supplement, on December 1, 2017, Spire Alabama issued and sold $30.0 in aggregate principal amount of its 4.02% Series 2017A Senior Notes due January 15, 2058, and on January 12, 2018, issued and sold $45.0 aggregate principal amount of its 3.92% Series 2017B Senior Notes due January 15, 2048, to those institutional investors. The notes bear interest from the date of issuance, payable semi-annually on the 15th day of July and January of each year, commencing on July 15, 2018. The notes are senior unsecured obligations of Spire Alabama, rank equal in right to payment with all its other senior unsecured indebtedness, and have make-whole and par call options. Spire Alabama used the proceeds from the sale of the notes to repay short-term debt and for general corporate purposes.

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5. FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts and estimated fair values of financial instruments not measured at fair value on a recurring basis are shown in the following tables, classified according to the fair value hierarchy. There were no such instruments classified as Level 3 (significant unobservable inputs) as of June 30, 2018, September 30, 2017, or June 30, 2017.

The carrying amounts of cash and cash equivalents and short-term debt approximate fair value due to the short maturity of these instruments. The fair values of long-term debt are estimated based on market prices for similar issues. Refer to Note 6, Fair Value Measurements, for information on financial instruments measured at fair value on a recurring basis.

		Classification of Estimated Fair Value
Carrying Amount	Fair Value	Quoted Prices in Active Markets (Level 1)	Significant Observable Inputs (Level 2)

Spire

As of June 30, 2018
Cash and cash equivalents	$	6.9	$	6.9	$	6.9	$	—
Short-term debt	191.0		191.0		—		191.0
Long-term debt, including current portion	2,180.0		2,173.7		—		2,173.7
As of September 30, 2017
Cash and cash equivalents	$	7.4	$	7.4	$	7.4	$	—
Short-term debt	477.3		477.3		—		477.3
Long-term debt, including current portion	2,095.0		2,210.3		—		2,210.3
As of June 30, 2017
Cash and cash equivalents	$	8.3	$	8.3	$	8.3	$	—
Short-term debt	450.7		450.7		—		450.7
Long-term debt	1,925.3		2,033.0		—		2,033.0

Spire Missouri

As of June 30, 2018
Cash and cash equivalents	$	3.5	$	3.5	$	3.5	$	—
Short-term debt	128.6		128.6		—		128.6
Long-term debt, including current portion	974.2		1,005.0		—		1,005.0
As of September 30, 2017
Cash and cash equivalents	$	2.5	$	2.5	$	2.5	$	—
Short-term debt	203.0		203.0		—		203.0
Long-term debt, including current portion	973.9		1,056.9		—		1,056.9
As of June 30, 2017
Cash and cash equivalents	$	2.6	$	2.6	$	2.6	$	—
Short-term debt	260.2		260.2		—		260.2
Long-term debt	804.5		883.9		—		883.9

Spire Alabama

As of June 30, 2018
Short-term debt	$	69.6	$	69.6	$	—	$	69.6
Long-term debt	322.5		317.0		—		317.0
As of September 30, 2017
Cash and cash equivalents	$	0.1	$	0.1	$	0.1	$	—
Short-term debt	169.9		169.9		—		169.9
Long-term debt	247.8		269.4		—		269.4
As of June 30, 2017
Cash and cash equivalents	$	0.1	$	0.1	$	0.1	$	—
Short-term debt	114.9		114.9		—		114.9
Long-term debt	247.7		267.6		—		267.6

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6. FAIR VALUE MEASUREMENTS

The information presented below categorizes the assets and liabilities in the balance sheets that are accounted for at fair value on a recurring basis in periods subsequent to initial recognition.

The mutual funds included in Level 1 are valued based on exchange-quoted market prices of individual securities. The mutual funds included in Level 2 are valued based on the closing net asset value per unit.

Derivative instruments included in Level 1 are valued using quoted market prices on the New York Mercantile Exchange (NYMEX) or the Intercontinental Exchange (ICE). Derivative instruments classified in Level 2 include physical commodity derivatives that are valued using broker or dealer quotation services whose prices are derived principally from, or are corroborated by, observable market inputs. Also included in Level 2 are certain derivative instruments that have values that are similar to, and correlate with, quoted prices for exchange-traded instruments in active markets and derivative instruments with settlement dates more than one year into the future. Derivative instruments included in Level 3 are valued using generally unobservable inputs that are based upon the best information available and reflect management’s assumptions about how market participants would price the asset or liability. The Level 3 balances as of June 30, 2018, September 30, 2017, and June 30, 2017, consisted of gas commodity contracts. The Company’s and the Utilities’ policy is to recognize transfers between the levels of the fair value hierarchy, if any, as of the beginning of the interim reporting period in which circumstances change or events occur to cause the transfer.

The mutual funds are included in “Other Investments” on the Company’s balance sheets and in “Other Property and Investments” on Spire Missouri’s balance sheets. Derivative assets and liabilities, including receivables and payables associated with cash margin requirements, are presented net in the balance sheets when a legally enforceable netting agreement exists between the Company, Spire Missouri, or Spire Alabama and the counterparty to a derivative contract.

Spire

	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 June 30, 2018
ASSETS
Gas Utility:
US stock/bond mutual funds	$	18.9	$	4.1	$	—	$	—		$	23.0
NYMEX/ICE natural gas contracts	1.7		—		—		(1.7		)	—
Gas Marketing:
NYMEX/ICE natural gas contracts	0.2		2.4		—		(2.6		)	—
Natural gas commodity contracts	—		14.1		—		(2.0		)	12.1
Other:
Interest rate swaps	—		1.6		—		—			1.6
Total	$	20.8	$	22.2	$	—	$	(6.3	)	$	36.7
LIABILITIES
Gas Utility:
NYMEX/ICE natural gas contracts	$	0.2	$	—	$	—	$	(0.2	)	$	—
Gas Marketing:
NYMEX/ICE natural gas contracts	0.9		7.0		—		(7.9		)	—
Natural gas commodity contracts	—		6.7		—		(2.0		)	4.7
Total	$	1.1	$	13.7	$	—	$	(10.1	)	$	4.7

30

	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, 2017
ASSETS
Gas Utility:
US stock/bond mutual funds	$	18.3	$	4.1		$	—	$	—		$	22.4
NYMEX/ICE natural gas contracts	3.4		—			—		(3.4		)	—
NYMEX gasoline and heating oil contracts	0.1		—			—		—			0.1
Gas Marketing:
NYMEX/ICE natural gas contracts	1.3		1.3			—		(2.1		)	0.5
Natural gas commodity contracts	—		6.8			0.1		(1.2		)	5.7
Total	$	23.1	$	12.2		$	0.1	$	(6.7	)	$	28.7
LIABILITIES
Gas Utility:
NYMEX/ICE natural gas contracts	$	1.9	$	—		$	—	$	(1.9	)	$	—
Gas Marketing:
NYMEX/ICE natural gas contracts	1.8		0.3			—		(2.1		)	—
Natural gas commodity contracts	—		8.4			—		(1.2		)	7.2
Other:
Interest rate swaps	—		0.9			—		—			0.9
Total	$	3.7	$	9.6		$	—	$	(5.2	)	$	8.1
As of June 30, 2017
ASSETS
Gas Utility:
US stock/bond mutual funds	$	18.0	$	4.1		$	—	$	—		$	22.1
NYMEX/ICE natural gas contracts	1.9		—			—		(1.3		)	0.6
NYMEX gasoline and heating oil contracts	0.1		—			—		—			0.1
Gas Marketing:
NYMEX/ICE natural gas contracts	1.5		3.2			—		(2.6		)	2.1
Natural gas commodity contracts	—		6.1			0.6		(1.7		)	5.0
Total	$	21.5	$	13.4		$	0.6	$	(5.6	)	$	29.9
LIABILITIES
Gas Utility:
NYMEX/ICE natural gas contracts	$	1.3	$	—		$	—	$	(1.3	)	$	—
Gas Marketing:
NYMEX/ICE natural gas contracts	0.8		1.8			—		(2.6		)	—
Natural gas commodity contracts	—		6.7			—		(1.7		)	5.0
Other:
Interest rate swaps	—		(0.6		)	—		—			(0.6		)
Total	$	2.1	$	7.9		$	—	$	(5.6	)	$	4.4

31

Spire Missouri

	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 June 30, 2018
ASSETS
US stock/bond mutual funds	$	18.9	$	4.1	$	—	$	—		$	23.0
NYMEX/ICE natural gas contracts	1.7		—		—		(1.7		)	—
Total	$	20.6	$	4.1	$	—	$	(1.7	)	$	23.0
LIABILITIES
NYMEX/ICE natural gas contracts	$	0.2	$	—	$	—	$	(0.2	)	$	—
Total	$	0.2	$	—	$	—	$	(0.2	)	$	—

As of September 30, 2017
ASSETS
US stock/bond mutual funds	$	18.3	$	4.1	$	—	$	—		$	22.4
NYMEX/ICE natural gas contracts	3.4		—		—		(3.4		)	—
NYMEX gasoline and heating oil contracts	0.1		—		—		—			0.1
Total	$	21.8	$	4.1	$	—	$	(3.4	)	$	22.5
LIABILITIES
NYMEX/ICE natural gas contracts	$	1.9	$	—	$	—	$	(1.9	)	$	—
Total	$	1.9	$	—	$	—	$	(1.9	)	$	—

As of June 30, 2017
ASSETS
US stock/bond mutual funds	$	18.0	$	4.1	$	—	$	—		$	22.1
NYMEX/ICE natural gas contracts	1.9		—		—		(1.3		)	0.6
NYMEX gasoline and heating oil contracts	0.1		—		—		—			0.1
Total	$	20.0	$	4.1	$	—	$	(1.3	)	$	22.8
LIABILITIES
NYMEX/ICE natural gas contracts	$	1.3	$	—	$	—	$	(1.3	)	$	—
Total	$	1.3	$	—	$	—	$	(1.3	)	$	—

Spire Alabama

Spire Alabama occasionally utilizes a gasoline derivative program to stabilize the cost of fuel used in operations. As of June 30, 2018, Spire Alabama had no outstanding derivative contracts. As of September 30, 2017, and June 30, 2017, the fair value of related gasoline contracts was not significant.

32

7. CONCENTRATIONS OF CREDIT RISK

Other than in Spire Marketing, Spire has no significant concentrations of credit risk.

A significant portion of Spire Marketing’s transactions are with (or are associated with) energy producers, utility companies, and pipelines. The concentration of transactions with these counterparties has the potential to affect the Company’s overall exposure to credit risk, either positively or negatively, in that each of these three groups may be affected similarly by changes in economic, industry, or other conditions. To manage this risk, as well as credit risk from significant counterparties in these and other industries, Spire Marketing has established procedures to determine the creditworthiness of its counterparties. These procedures include obtaining credit ratings and credit reports, analyzing counterparty financial statements to assess financial condition, and considering the industry environment in which the counterparty operates. This information is monitored on an ongoing basis. In some instances, Spire Marketing may require credit assurances such as prepayments, letters of credit, or parental guarantees. In addition, Spire Marketing may enter into netting arrangements to mitigate credit risk with counterparties in the energy industry with whom it conducts both sales and purchases of natural gas. Sales are typically made on an unsecured credit basis with payment due the month following delivery. Accounts receivable amounts are closely monitored and provisions for uncollectible amounts are accrued when losses are probable. Spire Marketing records accounts receivable, accounts payable, and prepayments for physical sales and purchases of natural gas on a gross basis. The amount included in its accounts receivable attributable to energy producers and their marketing affiliates totaled $6.5 at June 30, 2018 ($4.2 reflecting netting arrangements). Spire Marketing’s accounts receivable attributable to utility companies and their marketing affiliates totaled $53.4 at June 30, 2018 ($50.5 reflecting netting arrangements).

Spire Marketing also has concentrations of credit risk with certain individually significant counterparties and with pipeline companies associated with its natural gas receivable amounts. At June 30, 2018, the amounts included in accounts receivable from its five largest counterparties totaled $17.7. All five of these counterparties are investment-grade rated.

8. PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

Pension Plans

Spire and the Utilities maintain pension plans for their employees.

The Missouri Utilities have non-contributory, defined benefit, trusteed forms of pension plans covering the majority of their employees. Plan assets consist primarily of corporate and United States (US) government obligations and a growth segment consisting of exposure to equity markets, commodities, real estate and inflation-indexed securities, achieved through derivative instruments.

Spire Alabama has non-contributory, defined benefit, trusteed forms of pension plans covering the majority of its employees. Qualified plan assets are comprised of mutual and commingled funds consisting of US equities with varying strategies, global equities, alternative investments, and fixed income investments.

33

The net periodic pension cost included the following components:

	Three Months Ended June 30,						Nine Months Ended June 30,
	2018			2017			2018			2017
Spire
Service cost – benefits earned during the period	$	4.8		$	5.0		$	15.2		$	15.5
Interest cost on projected benefit obligation	6.5			7.0			20.3			20.8
Expected return on plan assets	(8.6		)	(9.4		)	(27.8		)	(29.0		)
Amortization of prior service (credit) cost	(0.2		)	0.2			(0.7		)	0.7
Amortization of actuarial loss	2.4			3.0			8.4			9.6
Loss on lump-sum settlements	7.5			—			16.9			11.9
Subtotal	12.4			5.8			32.3			29.5
Regulatory adjustment	2.1			3.1			30.4			0.3
Net pension cost	$	14.5		$	8.9		$	62.7		$	29.8

Spire Missouri
Service cost – benefits earned during the period	$	2.9		$	3.0		$	9.4		$	9.6
Interest cost on projected benefit obligation	4.6			4.8			14.4			14.5
Expected return on plan assets	(6.1		)	(6.8		)	(20.3		)	(21.2		)
Amortization of prior service cost	0.3			0.2			0.7			0.7
Amortization of actuarial loss	2.0			2.5			7.1			8.2
Loss on lump-sum settlements	5.2			—			14.6			11.5
Subtotal	8.9			3.7			25.9			23.3
Regulatory adjustment	2.4			1.3			26.7			(4.5		)
Net pension cost	$	11.3		$	5.0		$	52.6		$	18.8

Spire Alabama
Service cost – benefits earned during the period	$	1.6		$	1.6		$	4.9		$	4.7
Interest cost on projected benefit obligation	1.3			1.6			4.1			4.6
Expected return on plan assets	(1.6		)	(1.8		)	(5.0		)	(5.4		)
Amortization of prior service credit	(0.5		)	—			(1.4		)	—
Amortization of actuarial loss	0.4			0.5			1.3			1.4
Loss on lump-sum settlements	2.3			—			2.3			0.4
Subtotal	3.5			1.9			6.2			5.7
Regulatory adjustment	(0.6		)	1.6			3.0			4.3
Net pension cost	$	2.9		$	3.5		$	9.2		$	10.0

Pursuant to the provisions of the Missouri Utilities’ and Spire Alabama’s pension plans, pension obligations may be satisfied by monthly annuities, lump-sum cash payments, or special termination benefits. Lump-sum payments are recognized as settlements (which can result in gains or losses) only if the total of such payments exceeds the sum of service and interest costs in a specific year. Special termination benefits, when offered, are also recognized as settlements which can result in gains or losses. In the second and third quarters of fiscal 2018, certain plans met the criteria for settlement recognition, resulting in the remeasurement of the obligation of the plans using updated census data and assumptions for discount rate and mortality. In the quarter ended June 30, 2018, the two Missouri plans and one Alabama plan met the criteria, and the total lump-sum payments recognized as settlements was $34.5 (including $19.6 for Spire Missouri and $14.9 for Spire Alabama), resulting in total losses of $7.5 (including $5.2 for Spire Missouri and $2.3 for Spire Alabama). For the remeasurements, the discount rates for the Missouri plans were updated to 4.20% and 4.15% at June 30, 2018 (from 3.70% and 3.75% at September 30, 2017), and the discount rate for the Alabama plan was updated to 4.20% (from 3.65%). In the quarter ended March 31, 2018, the two Spire Missouri plans met the criteria for settlement recognition, and a total of $39.5 of lump-sum payments were recognized as settlements, resulting in losses of $9.4. In the quarter ended March 31, 2017, a Spire Missouri plan and a Spire Alabama plan met the criteria, and the lump-sum payments recognized as settlements were $36.3 and $1.9, respectively, resulting in losses of $11.5 and $0.4, respectively.

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The funding policy of the Utilities is to contribute an amount not less than the minimum required by government funding standards, nor more than the maximum deductible amount for federal income tax purposes. Fiscal 2018 contributions to Spire Missouri’s pension plans through June 30, 2018, were $24.9 to the qualified trusts and none to non-qualified plans. There were no fiscal 2018 contributions to the Spire Alabama pension plans through June 30, 2018.

Contributions to the qualified trusts of the Missouri Utilities’ pension plans for the remainder of fiscal 2018 are anticipated to be $11.0. No contributions to Spire Alabama’s pension plans are expected to be required for the remainder of fiscal 2018, but a voluntary contribution is likely in September.

Postretirement Benefits

Spire and the Utilities provide certain life insurance benefits at retirement. Spire Missouri plans provide for medical insurance after early retirement until age 65. For retirements prior to January 1, 2015, the Spire Missouri West plans provided medical insurance after retirement until death. The Spire Alabama plans provide medical insurance upon retirement until death for certain retirees depending on the type of employee and the date the employee was originally hired.

Net periodic postretirement benefit costs consisted of the following components:

	Three Months Ended June 30,						Nine Months Ended June 30,
	2018			2017			2018			2017
Spire
Service cost – benefits earned during the period	$	2.3		$	2.7		$	7.0		$	8.2
Interest cost on accumulated postretirement benefit obligation	2.2			2.2			6.6			6.5
Expected return on plan assets	(3.5		)	(3.5		)	(10.5		)	(10.3		)
Amortization of prior service credit	—			—			(0.1		)	—
Amortization of actuarial loss	0.2			0.6			0.6			1.8
Subtotal	1.2			2.0			3.6			6.2
Regulatory adjustment	0.7			(0.8		)	0.8			(2.4		)
Net postretirement benefit cost	$	1.9		$	1.2		$	4.4		$	3.8

Spire Missouri
Service cost – benefits earned during the period	$	2.2		$	2.6		$	6.7		$	7.8
Interest cost on accumulated postretirement benefit obligation	1.7			1.7			5.3			5.1
Expected return on plan assets	(2.4		)	(2.3		)	(7.3		)	(6.8		)
Amortization of prior service cost	0.1			0.1			0.2			0.2
Amortization of actuarial loss	0.3			0.6			0.7			1.9
Subtotal	1.9			2.7			5.6			8.2
Regulatory adjustment	1.1			(0.4		)	2.1			(1.1		)
Net postretirement benefit cost	$	3.0		$	2.3		$	7.7		$	7.1

Spire Alabama
Service cost – benefits earned during the period	$	0.1		$	—		$	0.2		$	0.2
Interest cost on accumulated postretirement benefit obligation	0.4			0.4			1.1			1.2
Expected return on plan assets	(1.1		)	(1.1		)	(3.1		)	(3.3		)
Amortization of prior service credit	(0.1		)	(0.1		)	(0.3		)	(0.2		)
Amortization of actuarial gain	(0.1		)	—			(0.1		)	(0.1		)
Subtotal	(0.8		)	(0.8		)	(2.2		)	(2.2		)
Regulatory adjustment	(0.5		)	(0.5		)	(1.4		)	(1.4		)
Net postretirement benefit income	$	(1.3	)	$	(1.3	)	$	(3.6	)	$	(3.6	)

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Missouri and Alabama state laws provide for the recovery in rates of costs accrued pursuant to GAAP provided that such costs are funded through an independent, external funding mechanism. The Utilities have established Voluntary Employees’ Beneficiary Association (VEBA) and Rabbi Trusts as external funding mechanisms. The assets of the VEBA and Rabbi Trusts consist primarily of money market securities and mutual funds invested in stocks and bonds.

The Utilities’ funding policy is to contribute amounts to the trusts equal to the periodic benefit cost calculated pursuant to GAAP as recovered in rates. There have been $3.4 in contributions to the postretirement plans through June 30, 2018, for the Missouri Utilities. Contributions to the qualified trusts of the postretirement plans for the remainder of fiscal 2018 are anticipated to be $3.5. For Spire Alabama, there were no contributions to the postretirement plans during the first nine months of fiscal 2018, and none are expected to be required for the remainder of the fiscal year.

Regulatory Update - Spire Missouri

In a rate order issued in the second quarter of fiscal 2018, the MoPSC disallowed recovery of $28.8 related to pension costs. This amount of regulatory assets was written off to expense during that quarter and is reflected in the regulatory adjustment for both Spire Missouri and Spire for the nine months ended June 30, 2018. Also included in the rate order were updates to the treatment of pension and other postretirement benefits. Effective April 19, 2018, the pension cost for Spire Missouri West included in customer rates was reduced from $9.9 to $5.5 per year, the pension cost included in the Spire Missouri East customer rates was increased from $15.5 to $29.0 per year, and the annual allowance for health care postretirement plans for Spire Missouri East was reduced from $9.5 to $8.6. Over an amortization period of eight years, Spire Missouri East rates will also include the amortization of $173.0 of assets for pension and other postretirement benefits, and Spire Missouri West rates will be reduced by the amortization of a $26.2 net liability for pension and other postretirement benefits. These changes are discussed further in Note 3, Regulatory Matters.

9. INFORMATION BY OPERATING SEGMENT

The Company has two reportable segments: Gas Utility and Gas Marketing. The Gas Utility segment is the aggregation of the operations of the Utilities. The Gas Marketing segment includes the results of Spire Marketing, a subsidiary engaged in the non-regulated marketing of natural gas and related activities, including utilizing natural gas storage contracts for providing natural gas sales. Other components of the Company’s consolidated information include:

• unallocated corporate items, including certain debt and associated interest costs;

• Spire STL Pipeline LLC, a subsidiary planning the construction and operation of a proposed 65-mile Federal Energy Regulatory Commission (FERC)-regulated pipeline to deliver natural gas into eastern Missouri;

• physical natural gas storage operations, acquired in December 2017 and May 2018; and

• Spire’s subsidiaries engaged in the operation of a propane pipeline, compression of natural gas, and risk management, among other activities.

Accounting policies are described in Note 1, Summary of Significant Accounting Policies. Intersegment transactions include sales of natural gas from Spire Marketing to Spire Missouri, sales of natural gas from Spire Missouri to Spire Marketing, propane transportation services provided by Spire NGL Inc. to Spire Missouri, and propane storage services provided by Spire Missouri to Spire NGL Inc.

Management evaluates the performance of the operating segments based on the computation of net economic earnings. Net economic earnings exclude from reported net income the impacts of fair value accounting and timing adjustments associated with energy-related transactions, the impacts of acquisition, divestiture and restructuring activities, and the largely non-cash impacts of other non-recurring or unusual items such as certain regulatory, legislative, or GAAP standard-setting actions.In fiscal 2018, these items include the revaluation of deferred tax assets and liabilities due to the federal Tax Cuts and Jobs Act (see Note 11, Income Taxes) and the write-off of certain long-standing assets as a result of our Missouri rate proceedings (see Note 3, Regulatory Matters).

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	Gas Utility		Gas Marketing			Other			Eliminations			Consolidated
Three Months Ended June 30, 2018
Operating Revenues:
Revenues from external customers	$	334.8	$	14.4		$	1.4		$	—		$	350.6
Intersegment revenues	—		—			2.9			(2.9		)	—
Total Operating Revenues	334.8		14.4			4.3			(2.9		)	350.6
Operating Expenses:
Gas Utility
Natural and propane gas	117.9		—			—			(10.7		)	107.2
Operation and maintenance	107.9		—			—			(2.3		)	105.6
Depreciation and amortization	40.5		—			—			—			40.5
Taxes, other than income taxes	33.5		—			—			—			33.5
Total Gas Utility Operating Expenses	299.8		—			—			(13.0		)	286.8
Gas Marketing and Other	—		(7.2		)	8.5			10.1			11.4
Total Operating Expenses	299.8		(7.2		)	8.5			(2.9		)	298.2
Operating Income (Loss)	$	35.0	$	21.6		$	(4.2	)	$	—		$	52.4
Net Economic Earnings (Loss)	$	16.9	$	4.4		$	(6.1	)	$	—		$	15.2

	Gas Utility		Gas Marketing		Other			Eliminations			Consolidated
Three Months Ended June 30, 2017
Operating Revenues:
Revenues from external customers	$	305.1	$	17.9	$	0.5		$	—		$	323.5
Intersegment revenues	1.5		—		1.6			(3.1		)	—
Total Operating Revenues	306.6		17.9		2.1			(3.1		)	323.5
Operating Expenses:
Gas Utility
Natural and propane gas	88.7		—		—			(12.0		)	76.7
Operation and maintenance	101.9		—		—			(1.1		)	100.8
Depreciation and amortization	38.4		—		—			—			38.4
Taxes, other than income taxes	30.5		—		—			—			30.5
Total Gas Utility Operating Expenses	259.5		—		—			(13.1		)	246.4
Gas Marketing and Other	—		12.0		4.8			10.0			26.8
Total Operating Expenses	259.5		12.0		4.8			(3.1		)	273.2
Operating Income (Loss)	$	47.1	$	5.9	$	(2.7	)	$	—		$	50.3
Net Economic Earnings (Loss)	$	23.3	$	2.3	$	(4.0	)	$	—		$	21.6

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	Gas Utility		Gas Marketing		Other			Eliminations			Consolidated
Nine Months Ended June 30, 2018
Operating Revenues:
Revenues from external customers	$	1,667.3	$	55.3	$	3.2		$	—		$	1,725.8
Intersegment revenues	0.3		—		8.3			(8.6		)	—
Total Operating Revenues	1,667.6		55.3		11.5			(8.6		)	1,725.8
Operating Expenses:
Gas Utility
Natural and propane gas	784.5		—		—			(52.8		)	731.7
Operation and maintenance	353.5		—		—			(6.4		)	347.1
Depreciation and amortization	121.9		—		—			—			121.9
Taxes, other than income taxes	128.2		—		—			—			128.2
Total Gas Utility Operating Expenses	1,388.1		—		—			(59.2		)	1,328.9
Gas Marketing and Other	—		27.6		19.4			50.6			97.6
Total Operating Expenses	1,388.1		27.6		19.4			(8.6		)	1,426.5
Operating Income (Loss)	$	279.5	$	27.7	$	(7.9	)	$	—		$	299.3
Net Economic Earnings (Loss)	$	208.1	$	18.2	$	(16.0	)	$	—		$	210.3
Nine Months Ended June 30, 2017
Operating Revenues:
Revenues from external customers	$	1,419.1	$	61.8	$	1.1		$	—		$	1,482.0
Intersegment revenues	7.9		—		4.6			(12.5		)	—
Total Operating Revenues	1,427.0		61.8		5.7			(12.5		)	1,482.0
Operating Expenses:
Gas Utility
Natural and propane gas	578.8		—		—			(54.0		)	524.8
Operation and maintenance	301.7		—		—			(3.1		)	298.6
Depreciation and amortization	114.0		—		—			—			114.0
Taxes, other than income taxes	112.2		—		—			—			112.2
Total Gas Utility Operating Expenses	1,106.7		—		—			(57.1		)	1,049.6
Gas Marketing and Other	—		58.9		9.1			44.6			112.6
Total Operating Expenses	1,106.7		58.9		9.1			(12.5		)	1,162.2
Operating Income (Loss)	$	320.3	$	2.9	$	(3.4	)	$	—		$	319.8
Net Economic Earnings (Loss)	$	187.3	$	3.7	$	(12.9	)	$	—		$	178.1

The Company’s total assets by segment were as follows:

	June 30,			September 30,			June 30,
	2018			2017			2017
Total Assets:
Gas Utility	$	5,445.5		$	5,551.2		$	5,323.1
Gas Marketing	234.5			246.2			223.6
Other	2,135.9			2,239.5			2,171.8
Eliminations	(1,231.0		)	(1,490.2		)	(1,420.3		)
Total Assets	$	6,584.9		$	6,546.7		$	6,298.2

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The following table reconciles the Company’s net economic earnings to net income.

	Three Months Ended June 30,						Nine Months Ended June 30,
	2018			2017			2018			2017
Net Income	$	25.9		$	21.7		$	240.1		$	174.9
Adjustments, pre-tax:
Missouri regulatory adjustments	—			—			30.6			—
Unrealized (gain) loss on energy-related derivative contracts	(16.0		)	(2.2		)	(3.4		)	3.2
Realized gain on economic hedges prior to sale of the physical commodity	—			—			(0.3		)	(0.2		)
Acquisition, divestiture and restructuring activities	3.3			1.9			7.0			2.1
Income tax effect of adjustments	2.0			0.2			(9.7		)	(1.9		)
Effects of the Tax Cuts and Jobs Act	—			—			(54.0		)	—
Net Economic Earnings	$	15.2		$	21.6		$	210.3		$	178.1

10. COMMITMENTS AND CONTINGENCIES

Commitments

The Company and the Utilities have entered into contracts with various counterparties, expiring on dates through 2031, for the storage, transportation, and supply of natural gas. Minimum payments required under the contracts in place at June 30, 2018, are estimated at $1,240.5, $510.7, and $328.0 for the Company, Spire Missouri, and Spire Alabama, respectively. Additional contracts are generally entered into prior to or during the heating season of November through April. The Utilities recover their costs from customers in accordance with their PGA clauses or GSA riders. On April 27, 2018, Spire STL Pipeline entered into a construction contract. Though unit pricing generally applies, Spire STL Pipeline currently estimates the total project costs under the contract to be approximately $100.0, with the primary construction period currently scheduled in 2019. Spire STL Pipeline has the right to terminate the construction contract at any time with payment for the value of work performed plus costs incurred.

Contingencies

The Company and the Utilities account for contingencies, including environmental liabilities, in accordance with accounting standards under the loss contingency guidance of ASC Topic 450, Contingencies, when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

In addition to matters noted below, the Company and the Utilities are involved in other litigation, claims, and investigations arising in the normal course of business. Management, after discussion with counsel, believes the final outcome will not have a material effect on the consolidated statements of income, balance sheets, and statements of cash flows of the Company, Spire Missouri, or Spire Alabama. However, there is uncertainty in the valuation of pending claims and prediction of litigation results.

The Company and the Utilities own and operate natural gas distribution, transmission, and storage facilities, the operations of which are subject to various environmental laws, regulations, and interpretations. While environmental issues resulting from such operations arise in the ordinary course of business, such issues have not materially affected the Company’s or Utilities’ financial position and results of operations. As environmental laws, regulations, and their interpretations change, the Company or the Utilities may incur additional environmental liabilities that may result in additional costs, which may be material.

In the natural gas industry, many gas distribution companies have incurred environmental liabilities associated with sites they or their predecessor companies formerly owned or operated where manufactured gas operations took place. The Utilities each have former manufactured gas plant (MGP) operations in their respective service territories. To the extent costs are incurred associated with environmental remediation activities, the Utilities would request authority from their respective regulators to defer such costs (less any amounts received from insurance proceeds or as contributions from other potentially responsible parties (PRPs) and collect them through future rates.

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Spire

On June 14, 2017, Spire filed a lawsuit against Cellular South, Inc. d/b/a C-Spire in federal district court for the Southern District of Alabama, Civil Action 17-00266-KD-N, seeking a declaratory order that Spire’s SPIRE trademarks do not infringe upon Cellular South’s C-SPIRE trademarks, and that Spire is entitled to federal registration of its trademarks. In prior proceedings before the United States Patent and Trademark Office, Cellular South filed oppositions to Spire’s attempts to register the SPIRE name, the SPIRE logo and the SPIRE LOGO + HANDSHAKE trademarks. In answer to Spire’s lawsuit, Cellular South filed counterclaims alleging infringement and unfair business practices, and seeking a declaration of infringement and that SPIRE marks are not registrable by Spire. On April 23, 2018, the parties mutually agreed to dismiss all litigation concerning the matter and enter into a coexistence agreement for the use of their respective trademarks.

Since April 2012, a total of 14 lawsuits encompassing more than 1,600 plaintiffs have been filed against Spire Gulf in Mobile County Circuit Court alleging that in the first half of 2008, Spire Gulf spilled tert-butyl mercaptan, an odorant added to natural gas for safety reasons, in Eight Mile, Alabama. All of the lawsuits have been substantially settled, with the exception of 27 individuals who rejected their settlement offers and whose claims remain pending. Those remaining claims allege nuisance, fraud and negligence causes of actions, and seek unspecified compensatory and punitive damages. A claim has been made against the insurance carriers requesting reimbursement for costs accrued in respect to this spill, and a related receivable has been recorded. The Company does not expect potential liabilities that may arise from these lawsuits to have a material impact on its future financial condition or results of operations.

In February 2018, the Company was made aware of a complaint filed with the U.S. Department of Housing and Urban Development by the South Alabama Center for Fair Housing and the National Community Reinvestment Coalition. The complaint alleges that the Company discriminated against unspecified residents of Eight Mile, Alabama, on the basis of race in violation of the Fair Housing Act by failing to adequately address the odorant release that occurred in 2008. The Company believes there is no basis for the complaint, HUD has no jurisdiction in the matter, and there will be no material impact on its future financial condition or results of operations.

Spire Missouri

Spire Missouri has identified three former MGP sites in the city of St. Louis, Missouri (City) where costs have been incurred and claims have been asserted. Spire Missouri has enrolled two of the sites in the Missouri Department of Natural Resources (MDNR) Brownfields/Voluntary Cleanup Program (BVCP). The third site is the result of a relatively new claim assertion by the United States Environmental Protection Agency (EPA) and such claim is currently being investigated.

In conjunction with redevelopment of one of the sites, Spire Missouri and another former owner of the site entered into an agreement (Remediation Agreement) with the City development agencies, the developer, and an environmental consultant that obligates one of the City agencies and the environmental consultant to remediate the site and obtain a No Further Action letter from the MDNR. The Remediation Agreement also provides for a release of Spire Missouri and the other former site owner from certain liabilities related to the past and current environmental condition of the site and requires the developer and the environmental consultant to maintain certain insurance coverage, including remediation cost containment, premises pollution liability, and professional liability. The operative provisions of the Remediation Agreement were triggered on December 20, 2010, on which date Spire Missouri and the other former site owner, as full consideration under the Remediation Agreement, paid a small percentage of the cost of remediation of the site. The amount paid by Spire Missouri did not materially impact the financial condition, results of operations, or cash flows of the Company.

Spire Missouri has not owned the second site for many years. In a letter dated June 29, 2011, the Attorney General for the State of Missouri informed Spire Missouri that the MDNR had completed an investigation of the site. The Attorney General requested that Spire Missouri participate in the follow up investigations of the site. In a letter dated January 10, 2012, Spire Missouri stated that it would participate in future environmental response activities at the site in conjunction with other PRPs that are willing to contribute to such efforts in a meaningful and equitable fashion. Accordingly, Spire Missouri entered into a cost sharing agreement for remedial investigation with other PRPs. Pending MDNR approval, which has not occurred to date, the remedial investigation of the site will begin.

Additionally, in correspondence dated November 30, 2016, Region 7 of the EPA has asserted that Spire Missouri is liable under Section 107(a) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) for alleged coal gas waste contamination at a third site in the northern portion of the City on which Spire Missouri operated a MGP. Spire Missouri has not owned or operated the site (also known as Station “B”) for over 70 years. Spire Missouri and the site owner have met with the EPA and reviewed its assertions. Both Spire Missouri and the site owner have notified the EPA that information and data provided by the EPA to date does not

40

rise to the level of documenting a threat to the public health or environment. As such, Spire Missouri is requesting more information from the EPA, some of which will also be utilized to identify other former owners and operators of the site that could be added as PRPs. To date, Spire Missouri has not received a response from the EPA.

Spire Missouri has notified its insurers that it seeks reimbursement for costs incurred in the past and future potential liabilities associated with the MGP sites. While some of the insurers have denied coverage and reserved their rights, Spire Missouri continues to discuss potential reimbursements with them.

On March 10, 2015, Spire Missouri received a Section 104(e) information request under CERCLA from EPA Region 7 regarding the former Thompson Chemical/Superior Solvents site in the City. In turn, Spire Missouri issued a Freedom of Information Act (FOIA) request to the EPA on April 3, 2015, in an effort to identify the basis of the inquiry. The FOIA response from the EPA was received on July 15, 2015 and a response was provided to the EPA on August 15, 2015. Spire Missouri has received no further inquiry from the EPA regarding this matter.

In its western service area, Spire Missouri has seven owned MGP sites enrolled in the BVCP, including Joplin MGP #1, St. Joseph MGP #1, Kansas City Coal Gas Station B, Kansas City Station A Railroad area, Kansas City Coal Gas Station A North, Kansas City Coal Gas Station A South, and Independence MGP #2. Source removal has been conducted at all of the owned sites since 2003 with the exception of Joplin. On September 15, 2016, a request was made with the MDNR for a restrictive covenant use limitation with respect to Joplin. Remediation efforts at the seven sites are at various stages of completion, ranging from groundwater monitoring and sampling following source removal activities to the aforementioned request in respect to Joplin. As part of its participation in the BVCP, MGE communicates regularly with the MDNR with respect to its remediation efforts and monitoring activities at these sites. On May 11, 2015, MDNR approved the next phase of investigation at the Kansas City Station A North and Railroad areas.

To date, costs incurred for all Missouri Utilities’ MGP sites for investigation, remediation and monitoring these sites have not been material. However, the amount of costs relative to future remedial actions at these and other sites is unknown and may be material. The actual future costs that Spire Missouri may incur could be materially higher or lower depending upon several factors, including whether remediation actions will be required, final selection and regulatory approval of any remedial actions, changing technologies and government regulations, the ultimate ability of other PRPs to pay, and any insurance recoveries.

In 2013, Spire Missouri retained an outside consultant to conduct probabilistic cost modeling of 19 former MGP sites owned or operated by Spire Missouri. The purpose of this analysis was to develop an estimated range of probabilistic future liability for each site. That analysis, completed in August 2014, provided a range of demonstrated possible future expenditures to investigate, monitor and remediate all 19 MGP sites. Spire Missouri has recorded its best estimate of the probable expenditures that relate to these matters. The amount is not material.

Spire Missouri and the Company do not expect potential liabilities that may arise from remediating these sites to have a material impact on their future financial condition or results of operations.

Spire Alabama

On December 17, 2013, an incident occurred at a Housing Authority apartment complex in Birmingham, Alabama that resulted in one fatality, personal injuries and property damage. Spire Alabama cooperated with the National Transportation Safety Board (NTSB) which investigated the incident. The NTSB report of findings was issued on March 30, 2016 and no safety recommendations, fines, or penalties were contained therein. Spire Alabama has been named as a defendant in several lawsuits arising from the incident, some of which remain pending. Spire Alabama does not expect potential liabilities that may arise from these lawsuits to have a material impact on its future financial condition or results of operations.

Spire Alabama is in the chain of title of nine former MGP sites, four of which it still owns, and five former manufactured gas distribution sites, one of which it still owns. Spire Alabama does not foresee a probable or reasonably estimable loss associated with these sites. Spire Alabama and the Company do not expect potential liabilities that may arise from remediating these sites to have a material impact on their future financial condition or results of operations.

In 2012, Spire Alabama responded to an EPA Request for Information Pursuant to Section 104 of CERCLA relating to the 35th Avenue Superfund Site located in North Birmingham, Jefferson County, Alabama. Spire Alabama was identified as a PRP under CERCLA for the cleanup of the site or costs the EPA incurs in cleaning up the site. At this point, Spire Alabama has not been provided information that would allow it to determine the extent, if any, of its potential liability with respect to the 35th Avenue Superfund Site and vigorously denies its inclusion as a PRP.

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11. INCOME TAXES

The Tax Cuts and Jobs Act (the TCJA) was signed into law on December 22, 2017, with an effective date of January 1, 2018, for substantially all of the provisions. This comprehensive act includes significant reform of the current income tax code including changes in the calculation for business entities and a reduction in the corporate federal income tax rate from 35% to 21%. The specific provisions related to regulated public utilities in the TCJA generally allow for the continued deductibility of interest expense, the elimination of full expensing for tax purposes of certain property acquired after September 27, 2017, and the continuation of certain rate normalization requirements for accelerated depreciation benefits.

ASC Topic 740, Income Taxes, requires that the effects of changes in tax laws be recognized in the period in which the new law is enacted. It also requires deferred tax assets and liabilities to be measured at the enacted tax rate expected to apply when temporary differences are to be realized or settled. For the Company’s regulated entities, the changes in deferred taxes related to the regulated operations are recorded as either an offset to or creation of a regulatory asset or liability and may be subject to refund to customers in future periods. The changes in deferred taxes that are not associated with rate making (including all changes for the Company’s unregulated operations) are recorded as adjustments to deferred tax expense.

The Company has recorded TCJA impacts and reflected those amounts in the June 30, 2018, financial statements. The amounts recorded are based on information known and reasonable estimates used as of that date, but are subject to change based on a number of factors, including further actions of regulators. The items recorded include the impact of the federal income tax rate reduction and the revaluation of the deferred tax assets and liabilities. In the second quarter of fiscal 2018, the estimated amounts were adjusted to account for effects of the March MoPSC order, including the lower federal tax rate impact for the quarter and reductions in net deferred tax liabilities related to regulatory assets determined not to be recoverable and removed from rate base. In the third quarter of fiscal 2018, the MoPSC Amended Report and Order took effect and the estimated excess accumulated deferred income tax began to be returned to customers in rates. The amount being returned is estimated with a tracker established to defer the difference from the estimated amounts to the actual amounts once the actual amounts have been calculated. During the third quarter of fiscal 2018, excess accumulated deferred taxes of $1.9 were returned.

The total amounts recorded, before reduction for amounts returned to customers, for the nine months ended June 30, 2018, are presented in the table below.

	Spire			Spire Missouri			Spire Alabama
Adjustment to deferred tax assets	$	—		$	—		$	(60.8	)
Adjustment to deferred tax liabilities	(299.5		)	(268.2		)	—
Adjustment to deferred income tax expense	(69.4		)	(54.6		)	59.2
Adjustment to regulatory assets	(59.4		)	(61.0		)	1.6
Adjustment to regulatory liabilities	170.7			152.6			—

As indicated in Note 1, Summary of Significant Accounting Policies, the Company’s regulated operations accounting for income taxes is impacted by ASC 980, Regulated Operations. Reductions in deferred income tax balances due to the reduction in the corporate income tax rate will result in amounts previously collected from utility customers for these deferred taxes to be refundable to such customers, generally through reductions in future rates. The TCJA includes provisions that stipulate how these excess deferred taxes are to be passed back to customers for certain accelerated tax depreciation benefits. Potential refunds of other deferred taxes will be determined by state regulators.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Dollars in millions, except per unit and per share amounts)

This section analyzes the financial condition and results of operations of Spire Inc. (Spire or the Company), Spire Missouri Inc. (Spire Missouri or the Missouri Utilities), and Spire Alabama Inc. (Spire Alabama). Spire Missouri, Spire Alabama, and Spire EnergySouth Inc. (Spire EnergySouth) are wholly owned subsidiaries of the Company. Spire Missouri, Spire Alabama and the subsidiaries of Spire EnergySouth, are collectively referred to as the Utilities. The subsidiaries of Spire EnergySouth are Spire Gulf Inc. (Spire Gulf) and Spire Mississippi Inc. (Spire Mississippi). This section includes management’s view of factors that affect the respective businesses of the Company, Spire Missouri, and Spire Alabama, explanations of financial results including changes in earnings and costs from the prior periods, and the effects of such factors on the Company’s, Spire Missouri’s and Spire Alabama’s overall financial condition and liquidity.

Certain matters discussed in this report, excluding historical information, include forward-looking statements. Certain words, such as “may,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “seek,” and similar words and expressions identify forward-looking statements that involve uncertainties and risks. Future developments may not be in accordance with our current expectations or beliefs and the effect of future developments may not be those anticipated. Among the factors that may cause results to differ materially from those contemplated in any forward-looking statement are:

• Weather conditions and catastrophic events, particularly severe weather in the natural gas producing areas of the country;

• 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;

• 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;

• 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;

• The Spire STL Pipeline project may be hindered or halted by regulatory, legal, or other obstacles;

• Legislative, regulatory and judicial mandates and decisions, some of which may be retroactive, including those affecting:

▪allowed rates of return,

▪incentive regulation,

▪industry structure,

▪purchased gas adjustment provisions,

▪rate design structure and implementation,

▪regulatory assets,

▪non-regulated and affiliate transactions,

▪franchise renewals,

▪ environmental or safety matters, including the potential impact of legislative and regulatory actions related to climate change and pipeline safety,

▪taxes,

▪pension and other postretirement benefit liabilities and funding obligations, or

▪accounting standards;

•The results of litigation;

• 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 markets;

• Retention of, ability to attract, ability to collect from, and conservation efforts of, customers;

• 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;

• 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;

• Discovery of material weakness in internal controls; and

• 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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Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company’s Condensed Consolidated Financial Statements and Spire Missouri’s and Spire Alabama’s Condensed Financial Statements and the notes thereto.

OVERVIEW

The Company has two reportable segments: Gas Utility and Gas Marketing. Nearly all of Spire’s earnings are derived from its Gas Utility segment, which reflects the regulated activities of the Utilities. The Gas Utility segment consists of the regulated businesses of Spire Missouri, Spire Alabama and the subsidiaries of Spire EnergySouth. Due to the seasonal nature of the Utilities’ business, earnings of Spire, Spire Missouri and Spire Alabama are typically concentrated during the heating season of November through April each fiscal year.

Gas Utility - Spire Missouri

Spire Missouri is Missouri’s largest natural gas distribution utility and is regulated by the Missouri Public Service Commission (MoPSC). Spire Missouri serves St. Louis and eastern Missouri through Spire Missouri East and serves Kansas City and western Missouri through Spire Missouri West. Spire Missouri delivers natural gas to retail customers at rates and in accordance with tariffs authorized by the MoPSC. The earnings of Spire Missouri are primarily generated by the sale of heating energy. The rate design for each service territory serves to lessen the impact of weather volatility on its customers during cold winters and stabilize Spire Missouri’s earnings.

Gas Utility - Spire Alabama

Spire Alabama is the largest natural gas distribution utility in the state of Alabama. Spire Alabama’s service territory is located in central and northern Alabama. Among the cities served by Spire Alabama are Birmingham, the center of the largest metropolitan area in the state, and Montgomery, the state capital. Spire Alabama is regulated by the Alabama Public Service Commission (APSC). Spire Alabama purchases natural gas through interstate and intrastate suppliers and distributes the purchased gas through its distribution facilities for sale to residential, commercial, and industrial customers and other end-users of natural gas. Spire Alabama also provides transportation services to large industrial and commercial customers located on its distribution system. These transportation customers, using Spire Alabama as their agent or acting on their own, purchase gas directly from marketers or suppliers and arrange for delivery of the gas into the Spire Alabama distribution system. Spire Alabama charges a fee to transport such customer-owned gas through its distribution system to the customers’ facilities.

Gas Utility - Spire EnergySouth

Spire Gulf and Spire Mississippi are utilities engaged in the purchase, retail distribution and sale of natural gas to 0.1 million customers in southern Alabama and south-central Mississippi. Spire Gulf is regulated by the APSC and Spire Mississippi is regulated by the Mississippi Public Service Commission (MSPSC).

Gas Marketing

Spire Marketing Inc. (Spire Marketing) is engaged in the marketing of natural gas and related activities on a non-regulated basis and is reported in the Gas Marketing segment. Spire Marketing markets natural gas across the country with the core of its footprint located in and around the central United States (US). It holds firm transportation and storage contracts in order to effectively manage its customer base, which consists of producers, pipelines, power generators, storage operators, municipalities, utility companies, and large commercial and industrial customers.

Other

Other components of the Company’s consolidated information include:

• unallocated corporate costs, including certain debt and associated interest costs;

• Spire STL Pipeline LLC, a subsidiary planning the construction and operation of a proposed 65-mile Federal Energy Regulatory Commission (FERC)-regulated pipeline to deliver natural gas into eastern Missouri;

• physical natural gas storage operations, acquired in December 2017 and May 2018; and

• Spire’s subsidiaries engaged in the operation of a propane pipeline, compression of natural gas, and risk management, among other activities.

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NON-GAAP MEASURES

Net income, earnings per share and operating income reported by Spire, Spire Missouri and Spire Alabama are determined in accordance with accounting principles generally accepted in the United States of America (GAAP). We also provide the non-GAAP financial measures of net economic earnings, net economic earnings per share and contribution margin. Management and the Board of Directors use non-GAAP financial measures, in addition to GAAP financial measures, to understand and compare operating results across accounting periods, for financial and operational decision making, for planning and forecasting, to determine incentive compensation and to evaluate financial performance. These non-GAAP operating metrics should not be considered as alternatives to, or more meaningful than, the related GAAP measures. Reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures are provided on the following pages.

Net Economic Earnings and Net Economic Earnings Per Share

Net economic earnings and net economic earnings per share are non-GAAP measures that exclude from net income the impacts of fair value accounting and timing adjustments associated with energy-related transactions, the impacts of acquisition, divestiture and restructuring activities, and the largely non-cash impacts of other non-recurring or unusual items such as certain regulatory, legislative, or GAAP standard-setting actions. In fiscal 2018, these items include the revaluation of deferred tax assets and liabilities due to the federal Tax Cuts and Jobs Act and the write-off of certain long-standing assets as a result of disallowances in our Missouri rate proceedings. In addition, net economic earnings per share excludes the impact, in the fiscal year of issuance, of shares issued to finance acquisitions that have yet to be included in net economic earnings.

The fair value and timing adjustments are made in instances where the accounting treatment differs from what management considers the economic substance of the underlying transaction, including the following:

• 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.

These adjustments eliminate the impact of timing differences and the impact of current changes in the fair value of financial and physical transactions prior to their completion and settlement. Unrealized gains or losses are recorded in each period until being replaced with the actual gains or losses realized when the associated physical transactions occur. Management believes that excluding the earnings volatility caused by recognizing changes in fair value prior to settlement and other timing differences associated with related purchase and sale transactions provides a useful representation of the economic effects of only the actual settled transactions and their effects on results of operations. While management uses these non-GAAP measures to evaluate both the Utilities and non-utility businesses, the net effect of these fair value and timing adjustments on the Utilities’ earnings is minimal because gains or losses on their natural gas derivative instruments are deferred pursuant to state regulation.

Contribution Margin

In addition to operating revenues and operating expenses, management also uses the non-GAAP measure of contribution margin when evaluating results of operations. Contribution margin is defined as operating revenues less natural and propane gas costs and gross receipts tax expense. The Utilities pass to their customers (subject to prudence review by, as applicable, the MoPSC, APSC, or MSPSC) increases and decreases in the wholesale cost of natural gas in accordance with their Purchased Gas Adjustment (PGA) clauses or Gas Supply Adjustment (GSA) rider. The volatility of the wholesale natural gas market results in fluctuations from period to period in the recorded levels of, among other items, revenues and natural gas cost expense. Nevertheless, increases and decreases in the cost of gas associated with system gas sales volumes and gross receipts tax expense (which are calculated as a percentage of revenues), with the same amount (excluding immaterial timing differences) included in revenues,

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have no direct effect on operating income. Therefore, management believes that contribution margin is a useful supplemental measure, along with the remaining operating expenses, for assessing the Company’s and the Utilities’ performance.

EARNINGS – THREE MONTHS ENDED JUNE 30, 2018

Spire

Net Income and Net Economic Earnings

The following tables reconcile the Company’s net economic earnings to the most comparable GAAP number, net income.

		Gas Utility			Gas Marketing			Other			Total			Per Diluted Share**
Three Months Ended June 30, 2018
	Net Income (Loss) (GAAP)	$	18.5		$	16.2		$	(8.8	)	$	25.9		$	0.52
	Adjustments, pre-tax:
	Unrealized gain on energy-related derivatives	—			(16.0		)	—			(16.0		)	(0.32		)
	Acquisition, divestiture and restructuring activities	—			—			3.3			3.3			0.07
	Income tax effect of adjustments*	(1.6		)	4.2			(0.6		)	2.0			0.04
	Net Economic Earnings (Loss) (Non-GAAP)**	$	16.9		$	4.4		$	(6.1	)	$	15.2		$	0.31
Three Months Ended June 30, 2017
	Net Income (Loss) (GAAP)	$	23.0		$	3.7		$	(5.0	)	$	21.7		$	0.45
	Adjustments, pre-tax:
	Unrealized loss (gain) on energy-related derivatives	0.1			(2.3		)	—			(2.2		)	(0.05		)
	Acquisition, divestiture and restructuring activities	0.2			—			1.7			1.9			0.04
	Income tax effect of adjustments*	—			0.9			(0.7		)	0.2			—
	Net Economic Earnings (Loss) (Non-GAAP)**	$	23.3		$	2.3		$	(4.0	)	$	21.6		$	0.44

* 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 and then adding any estimated effects of enacted state or local income tax laws for periods before the related effective date.

** Net economic earnings per share is calculated by replacing consolidated net income with consolidated net economic earnings in the GAAP diluted earnings per share calculation.

Consolidated

Spire’s net income was $25.9 for the three months ended June 30, 2018, compared with $21.7 for the three months ended June 30, 2017. Basic and diluted earnings per share for the three months ended June 30, 2018, were $0.52, compared with basic and diluted earnings per share of $0.45, for the three months ended June 30, 2017. Net income increased $4.2, as the $12.5 increase in Gas Marketing net income more than offset the $4.5 decrease in net income for the Gas Utility segment and the $3.8 in higher expenses in Other. The decrease in the Gas Utility’s net income was driven primarily by the new rates implemented in the Spire Missouri territory during the quarter while Gas Marketing continued to benefit from improved market conditions. Spire’s net economic earnings were $15.2 ($0.31 per diluted share) for the three months ended June 30, 2018, a decrease of $6.4 from the $21.6 ($0.44 per diluted share) reported for the same period last year. For the current quarter both net income per share and net economic earnings per share were impacted by 2.3 million shares that were issued May 10. The principal drivers of the decrease in net economic earnings were consistent with implementation of the Missouri rate case (noted above) offset in part by higher Gas Marketing earnings due to improved market conditions. These impacts are described in further detail below.

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Gas Utility

For the three months ended June 30, 2018, net economic earnings for the Gas Utility segment decreased $6.4 from the third quarter last year, stemming primarily from decreases in Spire Missouri and Spire Alabama. As detailed below, the decrease was driven primarily by lower contribution margin due to the implementation of the new Missouri rate case, and the timing of return of tax savings from the Tax Cuts and Jobs Act (TCJA) to Spire Alabama customers, combined with higher depreciation expenses resulting from the continued infrastructure investment at all the Utilities. The TCJA is further described in Note 11 of the Notes to Financial Statements in Item 1.

Gas Marketing

For the three months ended June 30, 2018, net economic earnings for the Gas Marketing segment increased $2.1 compared with the third quarter last year. For the quarter, the segment benefited from improved market conditions resulting from favorable weather patterns and widened basis differentials (spreads) between pipelines and end- markets that contributed to increased trading value and storage optimization versus the prior-year quarter.

Operating Revenues and Expenses and Contribution Margin

Reconciliations of the Company’s contribution margin to the most directly comparable GAAP measure are shown below.

		Gas Utility			Gas Marketing			Other			Eliminations			Consolidated
Three Months Ended June 30, 2018
	Operating Income (Loss)	$	35.0		$	21.6		$	(4.2	)	$	—		$	52.4
	Operation and maintenance expenses	107.9			2.0			7.7			(2.6		)	115.0
	Depreciation and amortization	40.5			—			0.5			—			41.0
	Taxes, other than income taxes	33.5			0.1			0.3			—			33.9
	Less: Gross receipts tax expense	(20.4		)	—			—			—			(20.4		)
	Contribution Margin (Non-GAAP)	196.5			23.7			4.3			(2.6		)	221.9
	Natural and propane gas costs	117.9			(9.3		)	—			(0.3		)	108.3
	Gross receipts tax expense	20.4			—			—			—			20.4
	Operating Revenues	$	334.8		$	14.4		$	4.3		$	(2.9	)	$	350.6
Three Months Ended June 30, 2017
	Operating Income (Loss)	$	47.1		$	5.9		$	(2.7	)	$	—		$	50.3
	Operation and maintenance expenses	101.9			1.5			4.5			(1.3		)	106.6
	Depreciation and amortization	38.4			0.1			0.1			—			38.6
	Taxes, other than income taxes	30.5			0.1			0.1			—			30.7
	Less: Gross receipts tax expense	(17.3		)	—			—			—			(17.3		)
	Contribution Margin (Non-GAAP)	200.6			7.6			2.0			(1.3		)	208.9
	Natural and propane gas costs	88.7			10.3			0.1			(1.8		)	97.3
	Gross receipts tax expense	17.3			—			—			—			17.3
	Operating Revenues	$	306.6		$	17.9		$	2.1		$	(3.1	)	$	323.5

Consolidated

As shown in the table above, Spire reported an operating revenue increase 0f $27.1 for the three months ended June 30, 2018, compared with the same period last year, with the Gas Utility segment being the primary driver. Spire’s contribution margin increased $13.0 compared with last year, resulting from a $16.1 increase in the Gas Marketing segment offsetting a $4.1 decline in the Gas Utility segment due to declines at both the Missouri Utilities and Spire Alabama. Depreciation and amortization expenses were up in the Gas Utility segment, reflecting the higher overall capital investments across all utilities. Utilities operation and maintenance (O&M) expenses in the quarter were $6.0 higher than the prior-year quarter, driven primarily by Spire Missouri and Spire Alabama. These fluctuations are described in more detail below.

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Gas Utility

Operating Revenues – Gas Utility operating revenues for the three months ended June 30, 2018, were $334.8, or $28.2 higher than the same period last year. The increase in Gas Utility operating revenues was attributable to the following factors:

Missouri Utilities, Spire Alabama and Spire Gulf – Higher PGA/GSA gas cost recoveries	$	22.5
Missouri Utilities and Spire Alabama – Volumetric usage	11.9
Missouri Utilities and Spire Alabama – Higher gross receipts taxes	3.1
Spire Alabama – Rate Stabilization and Equalization (RSE)	1.8
Missouri Utilities – Customer growth	1.2
Missouri Utilities – New rate design implementation	(9.8		)
Spire Alabama – Customer rate reductions resulting from TCJA	(2.3		)
All other factors, net	(0.2		)
Total Variation	$	28.2

As noted, $22.5 of the operating revenue increase was the result of the higher gas cost recoveries at both Spire Missouri and Spire Alabama. Further, $11.9 of the increase was attributable to higher volumetric usage, which was a function of colder weather patterns experienced across all the Utilities’ service areas in the current quarter. Across all of the Utilities’ territories, temperatures were 34% colder than normal this quarter versus 26% warmer than normal in the comparable prior year period, reflecting an unseasonably cold April in the current year. A $3.1 increase in gross receipts taxes, along with Alabama RSE adjustments and customer growth also contributed to the revenue increase. These positive impacts were partly offset by a $9.8 revenue reduction at the Missouri Utilities, due to the April 2018 implementation of a new rates that lowered the fixed monthly charge and increased the volumetric component. This results in the shifting of revenues from April - October to the November - March time periods, the period when the highest volume of gas is used by customers. At Spire Alabama, revenue declined by $2.3 resulting from the timing of rate reductions to customers due to tax savings from the TCJA.

Contribution Margin – Gas Utility contribution margin was $196.5 for the three months ended June 30, 2018, a $4.1 decrease over the same period last year. The net decrease was attributable to the following factors:

Utilities – Volumetric usage	$	3.1
Spire Alabama – RSE	1.8
Missouri Utilities – Customer growth	1.2
Missouri Utilities – New rate design implementation	(9.8		)
Spire Alabama – Customer rate reductions resulting from TCJA	(2.3		)
All other factors, net	1.9
Total Variation	$	(4.1	)

The decrease in contribution margin was primarily attributable to the implementation of the new rate base design (as noted above) at the Missouri Utilities which reduced contribution margin by $9.8, combined with the timing of customer rate reductions of $2.3 at Spire Alabama, as result of tax reform.

Offsetting these negative impacts were more favorable weather patterns in the current year, which increased contribution from volumetric usage by $3.1. The Missouri Utilities experienced colder weather this quarter with temperatures 38% colder than normal versus 22% warmer than normal in the prior year quarter. In the Spire Alabama territory, temperatures were 27% colder than normal this year versus being 30% warmer than normal in the prior year. Alabama RSE adjustments and customer growth also helped offset the contribution margin reductions caused by the new rates and tax reform.

Operating Expenses – Depreciation and amortization expenses for the three months ended June 30, 2018, increased $2.1 from last year, due to higher levels of capital expenditures across all of the Utilities. O&M expenses for the three months ended June 30, 2018, were $6.0 higher than the same period in the prior year, $4.3 at the Missouri Utilities and $1.3 at Spire Alabama, and a modest increase at the utilities of Spire EnergySouth. The increases were the result of higher bad debt expenses driven by colder weather, and an increase in pension expense resulting from Spire Missouri’s latest rate case. This change in pension expense is discussed further in Note 3of the Notes to Financial Statements in Item 1.

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Gas Marketing

Operating Revenues – Operating revenues decreased $3.5 versus the prior-year period resulting from slightly lower volumetric gas sales, lower general pricing levels and the effect of changes in trading activities. Under GAAP, revenues associated with trading activities are presented net of related costs. Average pricing for the three months ended June 30, 2018, was approximately $2.463/MMBtu versus approximately $2.927/MMBtu for the quarter ended June 30, 2017.

Contribution Margin – Gas Marketing contribution margin during the three months ended June 30, 2018, increased $16.1 from the same period last year, largely reflecting favorable net $13.7 mark-to-market unrealized gains on gas contracts, a result of improved market conditions that contributed to increased value from regional basis differentials (spreads) and storage optimization versus the prior-year quarter.

Interest Charges

Consolidated interest charges during the three months ended June 30, 2018, increased by $2.8 from the same period last year. The increase was primarily driven by Spire Missouri’s issuance of $170.0 in long-term debt in September 2017, and Spire Alabama’s issuance of $75.0 of long-term debt: $30.0 on December 1, 2017, and $45.0 on January 12, 2018. In addition, the senior notes issued in March 2017 incurred marginally higher fixed interest this year relative to the interest incurred on the $250.0 floating rate debt redeemed that month. For the three months ended June 30, 2018 and 2017, average short-term borrowings were $256.4 and $529.9, respectively, and the average interest rates on these borrowings were 2.4% and 1.1%, respectively.

Income Taxes

Consolidated income tax expense during the three months ended June 30, 2018, was $3.0 lower than during the prior-year quarter, primarily as a result of tax reform, partly offset by slightly higher pre-tax book income. The TCJA is further described in Note 11 of the Notes to Financial Statements in Item 1.

Spire Missouri

	Three Months Ended June 30,
	2018			2017
Operating Income	$	21.0		$	30.5
Operation and maintenance expenses	65.5			61.2
Depreciation and amortization	24.2			23.2
Taxes, other than income taxes	23.7			21.7
Less: Gross receipts tax expense	(14.5		)	(12.4		)
Contribution Margin (non-GAAP)	119.9			124.2
Natural and propane gas costs	81.1			61.9
Gross receipts tax expense	14.5			12.4
Operating Revenues	$	215.5		$	198.5
Net Income	$	11.5		$	15.5

Operating revenues for the three months ended June 30, 2018, increased $17.0 from the same period last year primarily due to $13.2 in volumetric/usage impacts resulting from favorable weather patterns, $11.9 higher gas cost recoveries, a $2.1 increase in gross receipts taxes and a $1.2 increase attributable to customer growth. These positive impacts were only partly offset by the $9.8 decrease resulting from the implementation of the new rate design associated with the recently completed rate case. Contribution margin for the three months ended June 30, 2018, decreased $4.3 from the same period last year, largely due to the $9.8 decrease attributable to the new rate design implemented in April 2018. This negative impact was partly offset by a $3.5 increase due to volumes and a $1.2 increase resulting from customer growth. O&M expenses for the three months ended June 30, 2018 increased $4.3, driven primarily by an increase in pension expense resulting from its latest rate case. Depreciation and amortization increased $1.0 in the current quarter versus the prior-year quarter due to higher capital investments.

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Degree Days in Spire Missouri’s service areas during the three months ended June 30, 2018, were 38% colder than normal and 76% colder than the same period last year, resulting in higher usage on a year-over-year comparative basis. The Missouri Utilities’ total system therms sold and transported were 277.4 million for the three months ended June 30, 2018, compared with 222.2 million for the same period last year. Total off-system therms sold and transported were 1.0 million for the three months ended June 30, 2018, compared with 14.4 million for the same period last year, as a 25% increase in current year system demand reduced therm availability for off-system sales.

Spire Alabama

	Three Months Ended June 30,
	2018			2017
Operating Income	$	12.3		$	15.5
Operation and maintenance expenses	34.2			32.9
Depreciation and amortization	13.5			12.6
Taxes, other than income taxes	8.1			7.0
Less: Gross receipts tax expense	(5.2		)	(4.2		)
Contribution Margin (Non-GAAP)	62.9			63.8
Natural and propane gas costs	32.2			22.5
Gross receipts tax expense	5.2			4.2
Operating Revenues	$	100.3		$	90.5
Net Income	$	6.3		$	7.4

Operating revenues for the three months ended June 30, 2018, increased $9.8 from the same period last year. The change in operating revenue was principally driven by a $10.6 increase in gas cost recoveries versus the prior year, RSE impacts of $1.8, and higher gross receipts taxes of $1.0. These positive impacts were only partly offset by customer rate reductions of $2.3 resulting from lower federal income tax from the TCJA and weather impacts. Contribution margin decreased $0.9, primarily due to the customer rate reduction of $2.3 as a result of tax reform, partly offset by the RSE adjustments of $1.8. Depreciation and amortization expenses for the three months ended June 30, 2018, were $0.9 higher than the same period last year, the result of continued infrastructure investment. O&M expenses were $1.3 higher, primarily due to higher bad debts and employee-related costs.

Temperatures in Spire Alabama’s service area during the three months ended June 30, 2018, were 27% colder than normal and 77% colder than a year ago. Spire Alabama’s total system therms sold and transported were 234.0 million for the three months ended June 30, 2018, compared with 204.1 million for the same period last year.

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EARNINGS – NINE MONTHS ENDED JUNE 30, 2018

Spire

Net Income and Net Economic Earnings

The following tables reconcile the Company’s net economic earnings to the most comparable GAAP number, net income.

		Gas Utility			Gas Marketing			Other			Total			Per Diluted Share**
Nine Months Ended June 30, 2018
	Net Income (GAAP)	$	166.2		$	20.0		$	53.9		$	240.1		$	4.91
	Adjustments, pre-tax:
	Missouri regulatory adjustments	30.6			—			—			30.6			0.63
	Unrealized gain on energy-related derivatives	—			(3.4		)	—			(3.4		)	(0.07		)
	Realized gain on economic hedges prior      to the sale of the physical commodity	—			(0.3		)	—			(0.3		)	(0.01		)
	Acquisition, divestiture and restructuring activities	0.2			—			6.8			7.0			0.14
	Income tax effect of adjustments*	(9.2		)	1.0			(1.5		)	(9.7		)	(0.20		)
	Effects of the Tax Cuts and Jobs Act	20.3			0.9			(75.2		)	(54.0		)	(1.10		)
	Net Economic Earnings (Loss) (Non-GAAP)	$	208.1		$	18.2		$	(16.0	)	$	210.3		$	4.30
Nine Months Ended June 30, 2017
	Net Income (Loss) (GAAP)	$	187.0		$	1.9		$	(14.0	)	$	174.9		$	3.75
	Adjustments, pre-tax:
	Unrealized loss on energy-related derivatives	0.1			3.1			—			3.2			0.07
	Realized gain on economic hedges prior      to the sale of the physical commodity	—			(0.2		)	—			(0.2		)	—
	Acquisition, divestiture and restructuring activities	0.3			—			1.8			2.1			0.04
	Income tax effect of adjustments*	(0.1		)	(1.1		)	(0.7		)	(1.9		)	(0.04		)
	Net Economic Earnings (Loss) (Non-GAAP)	$	187.3		$	3.7		$	(12.9	)	$	178.1		$	3.82

* 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 and then adding any estimated effects of enacted state or local income tax laws for periods before the related effective date.

** Net economic earnings per share is calculated by replacing consolidated net income with consolidated net economic earnings in the GAAP diluted earnings per share calculation.

Consolidated

Spire’s net income was $240.1 for the nine months ended June 30, 2018, compared with $174.9 for the nine months ended June 30, 2017. Basic and diluted earnings per share for the nine months ended June 30, 2018, were $4.92 and $4.91, respectively, compared with basic and diluted earnings per share of $3.76 and $3.75, respectively, for the nine months ended June 30, 2017. Net income increased $65.2, driven by lower federal tax rates resulting from the implementation of the TCJA net of amounts reflected in lower customer rates, and stronger core operating results of the Gas Utility segment attributable to the near-normal weather patterns in the current year. The Gas Marketing segment also experienced strong operating results, due to improved market conditions in the current year. These positive impacts were offset by $38.4 in pre-tax ($23.6 after-tax) charges at Spire Missouri, the result of the MoPSC disallowing certain recoveries in the recent rate case. Net economic earnings were $210.3 ($4.30 per diluted share) for the nine months ended June 30, 2018, up from $178.1 ($3.82 per diluted share) for the same period last year. This increase reflects growth in earnings for both Gas Utility ($20.8) and Gas Marketing ($14.5). These fluctuations are described in more detail below.

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Gas Utility

Gas Utility net income decreased by $20.8 and net economic earnings increased $20.8 for the nine months ended June 30, 2018, compared with the nine months ended June 30, 2017. Both measures benefited from weather patterns that were significantly favorable to the prior year, with temperatures in the Utilities’ territories being close to equaling normal temperatures, versus being 20% warmer than normal in the prior year. However, net income was negatively impacted by the $23.6 after-tax charge related to certain recoveries for Spire Missouri being disallowed by the MoPSC in the recent rate case proceedings partially offset by net tax changes related to the implementation of the TCJA which was passed in December 2017.

Gas Marketing

The Gas Marketing segment reported net income totaling $20.0 for the nine months ended June 30, 2018, versus net income of $1.9 during the same period last year. Net economic earnings for the nine months ended June 30, 2018, were $18.2, an increase of $14.5 from the same period last year. The increase was attributable to improved market conditions as a result of colder weather and increased temperature volatility in the current year that contributed to increased value from regional basis differentials (spreads) and storage and transport optimization.

Operating Revenues and Operating Expenses

Reconciliations of the Company’s contribution margin to the most directly comparable GAAP measure are shown in the table below:

		Gas Utility			Gas Marketing			Other			Eliminations			Consolidated
Nine Months Ended June 30, 2018
	Operating Income (Loss)	$	279.5		$	27.7		$	(7.9	)	$	—		$	299.3
	Operation and maintenance expenses	353.5			5.1			17.8			(7.5		)	368.9
	Depreciation and amortization	121.9			—			1.0			—			122.9
	Taxes, other than income taxes	128.2			0.2			0.4			—			128.8
	Less: Gross receipts tax expense	(87.0		)	(0.1		)	—			—			(87.1		)
	Contribution Margin (Non-GAAP)	796.1			32.9			11.3			(7.5		)	832.8
	Natural and propane gas costs	784.5			22.3			0.2			(1.1		)	805.9
	Gross receipts tax expense	87.0			0.1			—			—			87.1
	Operating Revenues	$	1,667.6		$	55.3		$	11.5		$	(8.6	)	$	1,725.8
Nine Months Ended June 30, 2017
	Operating Income (Loss)	$	320.3		$	2.9		$	(3.4	)	$	—		$	319.8
	Operation and maintenance expenses	301.7			4.4			8.4			(3.9		)	310.6
	Depreciation and amortization	114.0			0.1			0.3			—			114.4
	Taxes, other than income taxes	112.2			0.3			0.2			—			112.7
	Less: Gross receipts tax expense	(70.4		)	(0.1		)	—			—			(70.5		)
	Contribution Margin (Non-GAAP)	777.8			7.6			5.5			(3.9		)	787.0
	Natural and propane gas costs	578.8			54.1			0.2			(8.6		)	624.5
	Gross receipts tax expense	70.4			0.1			—			—			70.5
	Operating Revenues	$	1,427.0		$	61.8		$	5.7		$	(12.5	)	$	1,482.0

Consolidated

As shown in the table above, Spire’s operating revenues for the nine months ended June 30, 2018, increased by $240.6 at the Gas Utility segment and were $6.5 lower in the Gas Marketing segment. The Gas Utility operating revenue increase was due principally to weather/volumetric impacts and higher gas cost recoveries at the Missouri Utilities and Spire Alabama. The Gas Marketing operating revenue decrease was due to the impact of lower pricing offsetting higher volumes. Spire’s contribution margin increased $45.8 compared with the same nine-month period last year. The growth in contribution margin was primarily attributable to the Gas Marketing segment’s contribution margin increase of $25.3. The Gas Utility segment contribution margin was up $18.3, with the Missouri Utilities up $17.7 and Spire Alabama up $2.5, partially offset by a $1.9 decrease in the utilities of Spire EnergySouth.

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Depreciation and amortization expenses were higher in the Gas Utility segment, due to higher capital investments in both the Missouri Utilities and Spire Alabama. Gas Utility O&M expenses increased $51.8, primarily the result of the $36.6 charge in the second quarter for disallowed recoveries at Spire Missouri, and higher O&M expenses at both the Missouri Utilities and Spire Alabama. These fluctuations are described in more detail below.

Gas Utility

Operating Revenues – Gas Utility operating revenues for the nine months ended June 30, 2018, were $1,667.6, or $240.6 higher than the same period last year. The increase in Gas Utility operating revenues was attributable to the following factors:

Missouri Utilities and Spire Alabama – Higher PGA/GSA gas cost recoveries	$	139.0
Missouri Utilities and Spire Alabama – Volumetric usage	118.2
Missouri Utilities and Spire Alabama – Higher gross receipts taxes	16.2
Missouri Utilities – Higher Infrastructure System Replacement Surcharge (ISRS)	5.8
Missouri Utilities – Customer growth	2.1
Missouri Utilities – Off-system sales and capacity release	(29.5		)
Missouri Utilities – New rate design implementation	(9.8		)
Spire Alabama – Customer rate reductions resulting from TCJA	(9.7		)
All other factors	8.3
Total Variation	$	240.6

The increase in operating revenues was driven by $139.0 higher gas cost recoveries between Spire Missouri and Alabama, higher weather/volumetric impacts of $118.2, increases in gross receipt taxes of $16.2, and $5.8 higher ISRS from the Missouri Utilities. These positive impacts were offset by a $29.5 reduction in Spire Missouri off-system and capacity release operating revenue, a $9.8 operating revenue reduction due to the implementation of new rate design at the Missouri Utilities, and customer rate reductions of $9.7 for the customers of Spire Alabama resulting from the TCJA.

Contribution Margin – Gas Utility contribution margin was $796.1 for the nine months ended June 30, 2018, a $18.3 increase over the same period last year. The increase was attributable to the following factors:

Missouri Utilities and Spire Alabama – Volumetric usage	$	28.7
Missouri Utilities – Higher ISRS	5.8
Missouri Utilities – Customer growth	2.1
Spire Alabama – RSE	1.8
Missouri Utilities – New rate design implementation	(9.8		)
Spire Alabama – Customer rate reductions resulting from TCJA	(9.7		)
All other factors	(0.6		)
Total Variation	$	18.3

The favorable contribution margin impact that resulted from the significantly colder weather in the current year combined with the impacts from the Missouri Utilities’ ISRS charges and customer growth and Alabama’s RSE adjustments to more than offset the $9.8 contribution margin reduction due to Spire Missouri’s new rate design implementation and the $9.7 reduction due lower customer rates at Spire Alabama as a result of the TCJA.

Operating Expenses – Gas Utility O&M expenses for the nine months ended June 30, 2018, increased $51.8 from last year, driven by $36.6 of disallowed recoveries at Spire Missouri resulting from the MoPSC rulings in the rate case completed in March 2018. Excluding this charge, O&M increased $15.2, representing an increase of $13.5 at the Missouri Utilities and a $4.5 increase at Spire Alabama, partly offset by a $2.8 decrease at Spire EnergySouth. The O&M expense growth at the Missouri Utilities and Spire Alabama were attributable to the colder weather, with higher employee-related costs and bad debt expense at both the Spire Missouri and Spire Alabama in the current year. Spire Missouri was also impacted by an increase in the amount of pension expense resulting from its latest rate case (see Note 3 of the Notes to Financial Statements in Item 1). Depreciation and amortization expenses for the nine months ended June 30, 2018, increased $7.9 from the same period last year, resulting from higher levels of capital investment over the past year, with $5.3 attributable to Spire Missouri, $2.2 attributable to Spire Alabama, with the remaining increase due to Spire EnergySouth.

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Gas Marketing

Operating Revenues – Gas Marketing operating revenues during the nine months ended June 30, 2018, decreased $6.5 from the same period last year, principally due to slightly lower total volume, combined with lower general pricing levels. Overall commodity pricing in the current year was $0.251/MMBtu lower than the prior year.

Contribution Margin – Gas Marketing contribution margin during the nine months ended June 30, 2018, increased $25.3 from the same period last year. The increase in contribution is attributable to higher storage and transport optimization, and capturing large basis differentials (spreads) during the cold weather in the current year.

Interest Charges

Consolidated interest charges during the nine months ended June 30, 2018, were $7.8 higher than the same period last year. The increase was primarily driven by Spire Missouri’s issuance of $170.0 in long-term debt in September 2017, and Spire Alabama’s issuance of $75.0 of long-term debt: $30.0 on December 1, 2017, and $45.0 on January 12, 2018. Marginally higher interest rates on the senior notes issued in March 2017 that were used to retire $250.0 of floating rate debt also contributed to the increase. Also, for the nine months ended June 30, 2018 and 2017, average short-term borrowings were $428.3 and $502.2, respectively, and the average interest rates on these borrowings were 2.0% and 1.2%, respectively.

Income Taxes

Consolidated income tax expense during the nine months ended June 30, 2018, decreased $92.8, primarily as a result of the TCJA enacted in December 2017. Of the decrease, $54.0 is the result of the revaluation of deferred tax assets and liabilities on the balance sheet that were not reflected in net economic earnings. The remaining reduction in income tax is the result of a decrease in current year federal income tax rates due to tax reform, combined with the effects of lower pre-tax book income. The TCJA is further described in Note 11 of the Notes to Financial Statements in Item 1.

Spire Missouri

	Nine Months Ended June 30,
	2018			2017
Operating Income	$	147.9		$	185.2
Operation and maintenance expenses	229.3			179.2
Depreciation and amortization	74.2			68.9
Taxes, other than income taxes	91.1			81.6
Less: Gross receipts tax expense	(61.3		)	(51.4		)
Contribution Margin (Non-GAAP)	481.2			463.5
Natural and propane gas costs	598.5			494.4
Gross receipts tax expense	61.3			51.4
Operating Revenues	$	1,141.0		$	1,009.3
Net Income	$	139.3		$	110.5

Operating revenues during the nine months ended June 30, 2018, increased $131.7 from the same period last year primarily due to a $79.4 increase attributable to volumetric impacts, $72.8 higher wholesale gas costs passed on to customers, a $9.9 increase in gross receipts taxes, and ISRS charge increases of $5.8, offset primarily by lower off-system sales of $29.5 and a negative $9.8 impact relating to the implementation of the new rate design. Contribution margin increased $17.7 primarily due to the $18.3 increase attributable to higher volumes and weather, higher ISRS charges, and customer growth. These positive contribution margin impacts were offset by a $9.8 decrease due to implementation of the new rate design associated with the rate case that was completed in March 2018. O&M expenses during the nine months ended June 30, 2018, increased $50.1 from the same period last year. Excluding the $36.6 of disallowed recoveries at Spire Missouri resulting from the MoPSC rulings in the just-completed rate case, O&M expenses were $13.5 higher in the current year versus the prior year period. This increase was primarily attributable to higher weather-driven employee-related costs and bad debt expenses, combined with higher pension expense resulting from the recently completed rate case. Depreciation increased by $5.3 as a result of continuing increases in the levels of capital investment. Net income increased $28.8, as the

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increase in contribution margin and lower federal income tax rates from the TCJA, more than offset the after-tax impacts of the recovery disallowances.

Temperatures in Spire Missouri’s service areas during the nine months ended June 30, 2018, were 29% colder than the same period last year and 3% colder than normal. The Missouri Utilities’ total system therms sold and transported were 1,590.3 million for the nine months ended June 30, 2018, compared with 1,314.3 million for the same period last year. Total off-system therms sold and transported were 68.6 million for the nine months ended June 30, 2018, compared with 173.9 million for the same period last year.

Spire Alabama

	Nine Months Ended June 30,
	2018			2017
Operating Income	$	109.5		$	114.2
Operation and maintenance expenses	100.1			95.6
Depreciation and amortization	39.4			37.2
Taxes, other than income taxes	30.7			23.9
Less: Gross receipts tax expense	(22.4		)	(16.1		)
Contribution Margin (Non-GAAP)	257.3			254.8
Natural and propane gas costs	159.7			65.1
Gross receipts tax expense	22.4			16.1
Operating Revenues	$	439.4		$	336.0
Net Income	$	12.3		$	65.3

Operating revenues for the nine months ended June 30, 2018, increased $103.4 from the same period last year. The operating revenue change was primarily driven by a $66.2 increase in gas cost recoveries versus the prior year, a $38.8 increase related to volumes, combined with higher gross receipts taxes of $6.3 and RSE adjustments of $1.8. These positive impacts were only slightly offset by customer rate reductions of $9.7 resulting from tax savings from the TCJA. Contribution margin increased $2.5, due to the $10.4 increase due to the favorable volumetric/weather, RSE adjustments of $1.8, partly offset by the $9.7 customer rate reduction resulting from the TCJA. O&M expenses for the nine months ended June 30, 2018, increased $4.5 from the same period last year, primarily driven by increases in employee-related costs and bad debt expenses. Net income reflects these impacts and also includes the net tax rate change and deferred tax revaluation impacts resulting from the implementation of the TCJA.

Temperatures in Spire Alabama’s service area during the nine months ended June 30, 2018, were 51% colder than the same period last year and approximately equal to historical norms. Spire Alabama’s total system therms sold and transported were 805.1 million for the nine months ended June 30, 2018, compared with 704.3 million for the same period last year.

REGULATORY AND OTHER MATTERS

Please see the Environmental Matters section for information relative to environmental matters. Spire, Spire Missouri and Spire Alabama are involved in other litigation, claims, and investigations arising in the normal course of business. Management, after discussion with counsel, believes that the final outcomes of these matters will not have a material effect on the consolidated financial position, results of operations, or cash flows of the Company, Spire Missouri or Spire Alabama.

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Spire Missouri

On September 30, 2016, Spire Missouri filed to increase its ISRS revenues by $5.0 for Spire Missouri East and $3.4 for Spire Missouri West, related to ISRS investments from March 2016 through October 2016. On November 29, 2016, MoPSC staff recommended $4.5 and $3.4 for Spire Missouri East and Spire Missouri West, respectively, based on updated filings. On January 3, 2017, the MoPSC held a hearing to decide two issues raised by the Missouri Office of the Public Counsel (OPC) pertaining to the ISRS eligibility of hydrostatic testing done by Spire Missouri West and of the replacement of cast iron main interspersed with portions of plastic pipe. On January 18, 2017, the MoPSC found in favor of the Missouri Utilities on the interspersed plastics issue, but against Spire Missouri West on hydrostatic testing, and issued an order setting the ISRS increases at $4.5 and $3.2 for Spire Missouri East and Spire Missouri West, respectively. Rates were effective January 28, 2017. On March 3, 2017, the OPC filed an appeal to Missouri’s Western District Court of Appeals of the MoPSC’s decision permitting Spire Missouri to include in the ISRS the replacement of cast iron main interspersed with plastic pipe. On November 21, 2017, the Western District reversed the MoPSC’s decision on the plastics issue and remanded the case to the MoPSC for further proceedings. On January 3, 2018, Spire Missouri and the MoPSC applied for transfer of the case to the Missouri Supreme Court, which denied the application on March 6, 2018. The case was then remanded to the MoPSC to determine what portion of ISRS revenues, if any, was associated with removing ISRS-ineligible plastic. On June 29, 2018, the parties filed initial briefs on this issue. The Company recommended no disallowance while the other parties suggested disallowances of varying amounts. A motion to strike and reply briefs were filed in July 2018, and an oral argument is scheduled for early August 2018.

On February 3, 2017, Spire Missouri filed to increase its ISRS revenues, by $3.3 for Spire Missouri East and $2.9 for Spire Missouri West, related to ISRS investments from November 2016 through February 2017. Following the submission of updated information, on April 4, 2017, MoPSC staff submitted its recommendation for an increase in rates of approximately $3.0 each, for a cumulative total of $32.6 and $16.4 for Spire Missouri East and Spire Missouri West, respectively. On that same date, the OPC again raised an objection to the ISRS eligibility of replacing cast iron main interspersed with portions of plastic. On April 18, 2017, the parties filed with the MoPSC a unanimous stipulation and agreement proposing to apply the judicial outcome of the OPC’s March 2017 appeal on the plastics issue to both the ISRS cases on appeal and the current ISRS cases. The agreement was approved by the MoPSC on April 26, 2017. As a result, these ISRS cases have been included in the remand case discussed above. ISRS rates for each of the two service territories were increased by the MoPSC staff-recommended amounts effective June 1, 2017.

On April 11, 2017, Spire Missouri East filed a general rate case docketed as GR-2017-0215, requesting a net rate increase of $25.5 (or $58.1 less $32.6 already being billed in ISRS). Concurrently Spire Missouri West filed general rate case GR-2017-0216, requesting a net rate increase of $34.0 (or $50.4 less current ISRS billings of $16.4). On March 7, 2018, the MoPSC issued an Amended Report and Order, approving a base rate revenue requirement increase of $18.0 for Spire Missouri East and $15.2 for Spire Missouri West. The annualized ISRS surcharge amounts of $32.6 for Spire Missouri East and $16.4 for Spire Missouri West were reset to zero, resulting in a net decrease in revenues of $14.6 and $1.2, respectively. These net amounts reflect decreases totaling approximately $33.0 resulting from the TCJA’s federal income tax rate reduction and a related allowance to return excess accumulated deferred income taxes to customers in accordance with Internal Revenue Service normalization requirements. Tariffs reflecting the MoPSC’s Amended Report and Order went into effect on April 19, 2018. Information about changes in the allowed costs for postretirement benefits are described in Note 3 of the Notes to Financial Statements in Item 1. As also discussed in that Note 3, the MoPSC disallowed recovery of certain costs, and Spire Missouri has appealed these disallowances to the Missouri Court of Appeals’ Southern District.

On June 7, 2018, Spire Missouri filed to establish new ISRS rates in both its East and West divisions. The Company requested a $4.8 increase for Spire Missouri East and a $7.1 increase for Spire Missouri West. The MoPSC staff has until August 6, 2018, to make its recommendation. New rates in these proceedings must go into effect by October 5, 2018.

On June 20, 2018, Spire Missouri filed for approval of financing authority in the amount of $500.0 through September 30, 2021, seeking MoPSC approval no later than September 30, 2018, the expiration of the current financing authority.

Spire Alabama

Spire Alabama is subject to regulation by the APSC which established the Rate Stabilization and Equalization (RSE) rate-setting process in 1983. Effective January 1, 2014, Spire Alabama’s allowed range of return on average common equity is 10.5% to 10.95% with an adjusting point of 10.8%. Spire Alabama is eligible to receive a performance-based adjustment of 5 basis points to the return on equity adjusting point, based on meeting certain customer satisfaction

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criteria. Under RSE, the APSC conducts quarterly reviews to determine whether Spire Alabama’s return on average common equity at the end of the rate year will be within the allowed range of return. Reductions in rates can be made quarterly to bring the projected return within the allowed range; increases, however, are allowed only once each rate year, effective December 1, and cannot exceed 4% of prior-year revenues. The RSE reduction for the September 30, 2017 quarterly point of test was $2.7 to bring the expected rate of return on average common equity at the end of the year to within the allowed range of return, effective December 1, 2017. As part of the annual update for RSE, on November 30, 2017, Spire Alabama filed an increase for rate year 2018 of $8.5, which also became effective December 1, 2017. There was no RSE reduction in 2018 for the January 31 and the April 30 quarterly points of test, and no RSE reduction is currently expected for the July 31 quarterly point of test.

The inflation-based Cost Control Measure (CCM), established by the APSC, allows for annual increases to O&M expense. As of September 30, 2017, Spire Alabama recorded a CCM benefit of $10.7 for rate year 2017, which was reflected in rates effective December 1, 2017. As of June 30, 2018, Spire Alabama had accrued an estimated CCM benefit of $8.0 for nine months of rate year 2018.

On June 28, 2010, the APSC approved a reduction in depreciation rates, effective June 1, 2010, and a regulatory liability to be recorded for Spire Alabama. Refunds from such negative salvage liability are being passed back to eligible customers on a declining basis through lower tariff rates through rate year 2019 pursuant to the terms of the Negative Salvage Rebalancing rider (see the 2017 Form 10-K for more detail). For the nine months ended June 30, 2018, $7.2 of the customer refund has been returned to customers, and at June 30, 2018, $5.2 remains to be refunded.

Effective February 1, 2018, Spire Alabama rates were reduced by $12.8 to reflect the impact of tax reform under the TCJA on current income taxes.

Spire

In addition to those discussed above for Spire Missouri and Spire Alabama, Spire is affected by the following regulatory matters.

Spire Gulf’s rates were reduced $1.9 effective February 1, 2018, to reflect lower income taxes resulting from the TCJA.

On April 10, 2018, the MSPSC approved an agreement between Spire Mississippi and the Mississippi Public Utility Staff settling its Rates Stabilization and Adjustments filing that was made on September 15, 2017, and included adjusting the federal income tax rate for the TCJA resulting in a $0.2 reduction in the annualized revenue requirement. New rates were effective May 1, 2018.

In April 2017, Spire STL Pipeline submitted an amended application with FERC requesting issuance of a Certificate of Public Convenience and Necessity authorizing it to construct, own, and operate an interstate pipeline interconnecting with the Rockies Express pipeline to deliver natural gas to the St. Louis, Missouri, area. As an interstate project, it is under the jurisdiction of the FERC, which is the lead agency for other federal, state, and local permitting authorities. Several parties have filed interventions and comments regarding the Spire STL Pipeline project. The Company is monitoring these closely and has responded where appropriate. In its Environmental Assessment issued on September 29, 2017, the FERC concluded that approval of the Spire STL Pipeline, with appropriate mitigating measures, would not constitute a major federal action significantly affecting the quality of the human environment. Spire STL Pipeline anticipates receiving FERC approval in the near future, which will allow it to complete the necessary land acquisitions and other pre-construction requirements.

In December 2017, the Company acquired an 80% voting interest in a natural gas storage facility in Wyoming. The transaction was valued at $24.8, subject to customary closing adjustments, consisting of $16.0 in cash and a $10.0 non-interest-bearing note valued at $8.8. Subsequently, in May 2018, the Company expanded its operations by acquiring a neighboring natural gas storage facility for $12.2 in cash. Both storage facilities fall under FERC jurisdiction, and on July 9, 2018, the Company submitted an application with the FERC to abandon the cost-based tariff of the second facility and combine the operations into one FERC certificate with a market-based tariff. The application is open for public comment until August 9, 2018.

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CRITICAL ACCOUNTING ESTIMATES

Our discussion and analysis of our financial condition, results of operations, liquidity, and capital resources are based upon our financial statements, which have been prepared in accordance with GAAP. GAAP requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Our critical accounting estimates used in the preparation of our financial statements are described in Item 7 of the Company’s, Spire Missouri’s, and Spire Alabama’s combined Annual Report on Form 10-K for the fiscal year ended September 30, 2017, and include regulatory accounting, goodwill, and employee benefits and postretirement obligations. As a result of the MoPSC’s Amended Report and Order in March, we revised estimates of future recovery of certain costs, as described in Note 3 of the Notes to Financial Statements in Item 1 of this Form 10-Q. There were no other significant changes to critical accounting estimates during the nine months ended June 30, 2018.

For discussion of other significant accounting policies, see Note 1 of the Notes to Financial Statements included in this Form 10-Q as well as Note 1 of the Notes to Financial Statements included in the Company’s, Spire Missouri’s, and Spire Alabama’s combined Annual Report on Form 10-K for the fiscal year ended September 30, 2017.

ACCOUNTING PRONOUNCEMENTS

The Company, Spire Missouri and Spire Alabama have evaluated or are in the process of evaluating the impact that recently issued accounting standards will have on the companies’ financial position or results of operations upon adoption. For disclosures related to the adoption of new accounting standards, see the New Accounting Pronouncements section in Note 1 of the Notes to Financial Statements in Item 1.

CASH FLOWS

The Company’s short-term borrowing requirements typically peak during colder months when the Utilities borrow money to cover the lag between when they purchase natural gas and when their customers pay for that gas. Changes in the wholesale cost of natural gas (including cash payments for margin deposits associated with Spire Missouri’s use of natural gas derivative instruments), variations in the timing of collections of gas cost under the Utilities’ PGA clauses and GSA riders, the seasonality of accounts receivable balances, and the utilization of storage gas inventories cause short-term cash requirements to vary during the year and from year to year, and may cause significant variations in the Company’s cash provided by or used in operating activities.

	Nine Months Ended   June 30,
Cash Flow Summary	2018			2017
Net cash provided by operating activities	$	511.3		$	320.7
Net cash used in investing activities	(371.3		)	(293.7		)
Net cash used in financing activities	(140.5		)	(23.9		)

For the nine months ended June 30, 2018, net cash provided by operating activities increased $190.6 from the corresponding period of fiscal 2017. The change was due to the timing of purchased gas adjustments and fluctuations in working capital items, as discussed above, as well as the increase in net income as adjusted for the non-cash impacts of deferred taxes (discussed in Note 11 of the Notes to Financial Statements in Item 1) and asset write-offs (discussed in Note 3).

For the nine months ended June 30, 2018, net cash used in investing activities was $77.6 more than for the same period in the prior year, driven by a $35.7 increase in capital expenditures and a $31.9 change in acquisition activity. The higher spending to this point in the fiscal year is consistent with the Company’s capital expenditure expectations and reflects progress on the Spire STL Pipeline project, as well as investment to support customer growth, new business development, and the continued commitment to infrastructure upgrades at the Utilities. Total capital expenditures for the full fiscal year 2018 are expected to be approximately $500, with approximately $440 for the Utilities. Cash paid for the acquisition of natural gas storage operations in December 2017 and May 2018 was $28.1.

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Lastly, for the nine months ended June 30, 2018, net cash used in financing activities was $116.6 higher than for the nine months ended June 30, 2017. This change primarily reflects a net repayment of debt of $211.3 this year versus $91.8 last year, along with an increase in dividends paid.

LIQUIDITY AND CAPITAL RESOURCES

Cash and Cash Equivalents

Cash deposits at the bank were used to support working capital needs of the business. Spire had no short-term investments as of or during the nine months ended June 30, 2018.

Short-term Debt

The Utilities’ short-term borrowing requirements typically peak during the colder months, while the Company’s needs are less seasonal. These short-term cash requirements can be met through the sale of commercial paper or through the use of a revolving credit facility.

On December 14, 2016, Spire, Spire Missouri, and Spire Alabama entered into a syndicated revolving credit facility pursuant to a loan agreement with 11 banks, expiring December 14, 2021. The loan agreement has an aggregate credit commitment of $975.0, including sublimits of $300.0 for Spire, $475.0 for Spire Missouri, and $200.0 for Spire Alabama. The agreement contains financial covenants limiting each borrower’s consolidated total debt, including short-term debt, to no more than 70% of its total capitalization. As defined in the line of credit, on June 30, 2018, total debt was 51% of total capitalization for the consolidated Company, 46% for Spire Missouri, and 32% for Spire Alabama.

On December 21, 2016, Spire established a commercial paper program (Program) pursuant to which Spire may issue short-term, unsecured commercial paper notes (Notes). Amounts available under the Program may be borrowed, repaid, and re-borrowed from time to time, with the aggregate face or principal amount of the Notes outstanding under the Program at any time not to exceed $975.0. The Notes may have maturities of up to 365 days from date of issue.

Information regarding Spire’s consolidated short-term borrowings is presented in the following table. Based on weighted average short-term borrowings outstanding, a 100-basis-point increase in the weighted average interest rate would decrease pre-tax earnings and cash flows by approximately $4.3 on an annual basis, a portion of which may be offset through the Utilities’ application of PGA and GSA carrying costs.

	Commercial Paper Borrowings	Revolving Credit Facility Borrowings	Total Short-term Borrowings
Nine Months Ended June 30, 2018
Weighted average borrowings outstanding	$428.2	$0.1	$428.3
Weighted average interest rate	2.0%	2.8%	2.0%
Range of borrowings outstanding	$146.0 - $632.9	$0.0 - $25.0	$146.0 - $632.9
As of June 30, 2018
Borrowings outstanding	$191.0	$—	$191.0
Weighted average interest rate	2.5%	—%	2.5%

From the $191.0 short-term borrowings as of June 30, 2018 and the $153.0 net proceeds from its equity issuance in May 2018, Spire used $328.1 to provide funding to its subsidiaries, including Spire Missouri ($128.6), Spire Alabama ($69.6), Spire STL Pipeline LLC and natural gas storage ($94.1), Spire EnergySouth and subsidiaries ($3.7), and others ($32.1).

Long-term Debt and Equity

The Company’s, Spire Missouri’s, and Spire Alabama’s access to capital markets, including the commercial paper market, and their respective financing costs, may depend on the credit rating of the entity that is accessing the capital markets. The credit ratings of the Company, Spire Missouri, and Spire Alabama remain at investment grade, but are subject to review and change by the rating agencies.

It is management’s view that the Company, Spire Missouri, and Spire Alabama have adequate access to capital markets and will have sufficient capital resources, both internal and external, to meet anticipated capital

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requirements, which primarily include capital expenditures, interest payments on long-term debt, scheduled maturities of long-term debt, short-term seasonal needs, and dividends.

At June 30, 2018, including the current portion but excluding unamortized discounts and debt issuance costs, Spire had long-term debt totaling $2,197.0, of which $980.0 was issued by Spire Missouri, $325.0 was issued by Spire Alabama, and $77.0 was issued by other subsidiaries. All long-term debt bears fixed rates and is subject to changes in fair value as market interest rates change. However, increases and decreases in fair value would impact earnings and cash flows only if the Company were to reacquire any of these issues in the open market prior to maturity. Under GAAP applicable to the Utilities’ regulated operations, losses or gains on early redemptions of long-term debt typically would be deferred as regulatory assets or regulatory liabilities and amortized over a future period. Including the current portion of long-term debt, and treating the redeemable noncontrolling interest as equity, the Company’s long-term consolidated capitalization at June 30, 2018, consisted of 51.5% equity, compared to 48.7% equity at September 30, 2017.

Spire has a shelf registration statement on Form S-3 on file with the US Securities and Exchange Commission (SEC) for the issuance and sale of up to 250,000 shares of its common stock under its Dividend Reinvestment and Direct Stock Purchase Plan. There were 227,178 and 222,406 shares at June 30, 2018, and July 30, 2018, respectively, remaining available for issuance under this Form S-3. Spire also has a shelf registration statement on Form S-3 on file with the SEC for the issuance of equity and debt securities, which expires September 23, 2019. Under that registration statement, on May 10, 2018, Spire issued and sold 2,300,000 shares of its common stock at a public offering price of $68.75 per share. Spire Missouri has a shelf registration on Form S-3 on file with the SEC for issuance of first mortgage bonds, unsecured debt, and preferred stock, which expires on September 23, 2019.

Spire Missouri has authority from the MoPSC to issue debt securities and preferred stock, including on a private placement basis, as well as to issue common stock, receive paid-in capital, and enter into capital lease agreements, all for a total of up to $300.0 for financings placed any time before September 30, 2018. Spire Missouri has issued $170.0 in securities under this authorization, so as of June 30, 2018, $130.0 remains available to be issued. On June 20, 2018, Spire Missouri filed for approval of financing authority in the amount of $500.0 through September 30, 2021, seeking MoPSC approval no later than September 30, 2018.

On October 3, 2017, Spire Alabama received authorization and approval from the APSC to borrow up to $75.0 for general corporate purposes and to retire short-term debt. On December 1, 2017, Spire Alabama entered into the First Supplement to Master Note Purchase Agreement with certain institutional investors. Pursuant to the terms of that supplement, on December 1, 2017, Spire Alabama issued and sold $30.0 in aggregate principal amount of its 4.02% Series 2017A Senior Notes due January 15, 2058, and on January 12, 2018, issued and sold $45.0 in aggregate principal amount of its 3.92% Series 2017B Senior Notes due January 15, 2048, to those institutional investors. The notes bear interest from the date of issuance, payable semi-annually on the 15th day of July and January of each year, commencing on July 15, 2018. The notes are senior unsecured obligations of Spire Alabama, rank equal in right to payment with all its other senior unsecured indebtedness, and have make-whole and par call options. Spire Alabama used the proceeds from the sale of the notes to repay short-term debt and for general corporate purposes.

CONTRACTUAL OBLIGATIONS

During the nine months ended June 30, 2018, there were no material changes outside the ordinary course of business to the estimated contractual obligations from the disclosure provided in the Company’s Form 10-K for the fiscal year ended September 30, 2017. On April 27, 2018, Spire STL Pipeline entered into a construction contract. Though unit pricing generally applies, Spire STL Pipeline currently estimates the total project costs under the contract to be approximately $100.0, with the primary construction period currently scheduled in 2019. Spire STL Pipeline has the right to terminate the construction contract at any time with payment for the value of work performed plus costs incurred.

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MARKET RISK

There were no material changes in the Company’s commodity price risk or counterparty credit risk as of June 30, 2018, relative to the corresponding information provided in the Company’s Annual Report on Form 10-K as of September 30, 2017. During the second quarter of fiscal 2017, Spire entered into a ten-year interest rate swap with a fixed interest rate of 2.658% and a notional amount of $60.0 to protect itself against adverse movements in interest rates on future interest rate payments. The Company recorded a $1.6 mark-to-market gain on this swap for the nine months ended June 30, 2018. During October 2017, Spire entered into a three-month interest rate swap with a fixed interest rate of 2.591% and a notional amount of $56.0 to protect itself against adverse movements in interest rates on Spire Alabama debt that was issued in December 2017 and January 2018. During the first quarter of fiscal 2018, the Company settled the swap for a gain of $0.4 which will be amortized over the hedged periods. The fair values of related derivative instruments are shown in Note 6, Fair Value Measurements. Information about the Company’s short-term and long-term debt is included under the heading Liquidity and Capital Resources in this Item 2.

ENVIRONMENTAL MATTERS

Spire’s subsidiaries own and operate natural gas distribution, transmission and storage facilities, the operations of which are subject to various environmental laws and regulations, along with their interpretations. While environmental issues resulting from such operations arise in the ordinary course of business, such issues have not materially affected the Company’s, Spire Missouri’s, or Spire Alabama’s financial position and results of operations. As environmental laws, regulations, and interpretations change, however, the subsidiaries may be required to incur additional costs. For information relative to environmental matters, see Note 10, Commitments and Contingencies, of the Notes to Financial Statements included in Item 1.

OFF-BALANCE SHEET ARRANGEMENTS

At June 30, 2018, the Company had no off-balance-sheet financing arrangements other than operating leases and letters of credit entered into in the ordinary course of business. The Company does not expect to engage in any significant off-balance-sheet financing arrangements in the near future.

61

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For this discussion, see Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations – Market Risk.

Item 4. Controls and Procedures

Spire

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

Change in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2018, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Spire Missouri

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2018, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Spire Alabama

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures pursuant to Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2018, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For a description of environmental matters and legal proceedings, see Note 10, Commitments and Contingencies, of the Notes to Financial Statements in Item 1 of Part I. For a description of pending regulatory matters, see Regulatory and Other Matters under Part I, Item 2.

The registrants are involved in litigation, claims and investigations arising in the normal course of business. Management, after discussion with counsel, believes that the final outcomes of these matters will not have a material effect on any registrant’s financial position or results of operations reflected in the financial statements presented herein.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The only repurchases of Spire’s common stock in the quarter were pursuant to elections by employees to have shares of stock withheld to cover employee tax withholding obligations upon the vesting of performance-based and time-vested restricted stock and stock units. The following table provides information on those repurchases.

Period	(a) Total Number of Shares Purchased	(b) Average Price Paid Per Share	(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number of Shares That May Yet be Purchased Under the Plans or Programs
April 1, 2018 - April 30, 2018	196	$71.65	—	—
May 1, 2018 - May 31, 2018	—	$—	—	—
June 1, 2018 - June 30, 2018	—	$—	—	—
Total	196	$71.65	—	—

Spire Missouri’s outstanding first mortgage bonds contain restrictions on its ability to pay cash dividends on its common stock. As of June 30, 2018, all of Spire Missouri’s retained earnings were free from such restrictions.

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Item 6. Exhibits

Exhibit No.	Description
10.1	Contract between Spire STL Pipeline LLC and Michels Corporation for Procurement and Installation of Gas Pipeline for the Spire STL Pipeline, dated as of April 26, 2018.
31.1	CEO and CFO Certifications under Exchange Act Rule 13a-14(a) of Spire Inc.
31.2	CEO and CFO Certifications under Exchange Act Rule 13a-14(a) of Spire Missouri Inc.
31.3	CEO and CFO Certifications under Exchange Act Rule 13a-14(a) of Spire Alabama Inc.
32.1	CEO and CFO Section 1350 Certifications of Spire Inc.
32.2	CEO and CFO Section 1350 Certifications of Spire Missouri Inc.
32.3	CEO and CFO Section 1350 Certifications of Spire Alabama Inc.
101.INS(x)	XBRL Instance Document.
101.SCH(x)	XBRL Taxonomy Extension Schema.
101.CAL(x)	XBRL Taxonomy Extension Calculation Linkbase.
101.DEF(x)	XBRL Taxonomy Extension Definition Linkbase.
101.LAB(x)	XBRL Taxonomy Extension Label Linkbase.
101.PRE(x)	XBRL Taxonomy Extension Presentation Linkbase.

^(x)  Attached as Exhibit 101 to this Quarterly Report are the following documents for each registrant formatted in extensible business reporting language (XBRL): (i) Document and Entity Information; (ii) unaudited Condensed Consolidated Statements of Income and Condensed Statements of Income for the three and nine months ended June 30, 2018 and 2017; (iii) unaudited Condensed Consolidated Statements of Comprehensive Income and Condensed Statements of Comprehensive Income for the three and nine months ended June 30, 2018 and 2017; (iv) unaudited Condensed Consolidated Balance Sheets and Condensed Balance Sheets at June 30, 2018, September 30, 2017, and June 30, 2017; (v) unaudited Condensed Consolidated Statements of Shareholders’ Equity and Condensed Statements of Shareholder’s Equity for the nine months ended June 30, 2018 and 2017; (vi) unaudited Condensed Consolidated Statements of Cash Flows and Condensed Statements of Cash Flows for the nine months ended June 30, 2018 and 2017, and (vii) combined Notes to Financial Statements. We also make available on our website the Interactive Data Files submitted as Exhibit 101 to this Quarterly Report.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		Spire Inc.
Date:	August 3, 2018	By:	/s/ Steven P. Rasche
			Steven P. Rasche
			Executive Vice President and Chief Financial Officer
			(Authorized Signatory and Principal Financial Officer)

		Spire Missouri Inc.
Date:	August 3, 2018	By:	/s/ Steven P. Rasche
			Steven P. Rasche
			Chief Financial Officer
			(Authorized Signatory and Principal Financial Officer)

		Spire Alabama Inc.
Date:	August 3, 2018	By:	/s/ Steven P. Rasche
			Steven P. Rasche
			Chief Financial Officer
			(Authorized Signatory and Principal Financial Officer)

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EX-10.1

Exhibit 10.1

CONTRACT BETWEEN

SPIRE STL PIPELINE LLC

AND

MICHELS CORPORATION

FOR PROCUREMENT AND INSTALLATION OF GAS PIPELINE

FOR THE

SPIRE STL PIPELINE

DATED AS OF APRIL 26, 2018

TABLE OF CONTENTS
			Page
ARTICLE 1		DEFINITION OF TERMS	1
ARTICLE 2		SCOPE OF AGREEMENT	4
	2.1	Commencement of Work	4
	2.2	Priority of Documents	4
	2.3	Preprinted Terms	4
ARTICLE 3		STANDARDS FOR PERFORMANCE	4
	3.1	Performance Standards	4
	3.2	Schedule of Performance	4
	3.3	Final Acceptance	4
	3.4	Compliance with Applicable Law	5
	3.5	Permits, Fees, Notices, Licenses and Compliance with Law	5
ARTICLE 4		INVOICING AND PAYMENT	5
	4.1	Contract Price	5
	4.2	Travel Expenses	6
	4.3	Payment Terms for Change Orders	6
	4.4	Submission of Invoices	6
	4.5	Invoice Format and Copies	6
	4.6	Payment	6
	4.7	Statement	7
	4.8	Final Payment	7
ARTICLE 5		PROJECT CONTROLS	7
	5.1	Reports	7
	5.2	Time-and-Material Reports	7
ARTICLE 6		INDEPENDENT CONTRACTOR STATUS	7
ARTICLE 7		CONTRACTOR’S PERSONNEL AND RESPONSIBILITIES	8
	7.4	Pre-Job Conferences	8
	7.5	Labor Indemnification	8
	7.6	Experienced Employees	8
	7.7	Contractor Responsible for Conduct of Employees	8
	7.8	Key Personnel	8
	7.9	Supervisor	8
	7.10	Employee Fitness	8
	7.11	Former Employees	9
	7.12	Duty to Cooperate	9
	7.13	Field Records	9
	7.14	Protection of Property and Public Liability	9
	7.15	Damage to Existing Property	9
	7.16	Rights-Of-Way	9
	7.17	On Private Property	9
	7.18	Work within Highway and Railroad Rights-of-Way	10
ARTICLE 8		SUBCONTRACTUAL RELATIONS	10
	8.1	Subcontractual Relations	10
	8.2	Subcontracts	10
	8.3	No Privity with Subcontractors	10
	8.4	Assignment of Subcontracts	10

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	8.5	Contractor’s Payments to Subcontractors	10
	8.6	Disputes with Subcontractors	10
	8.7	Compliance with Applicable Law	10
ARTICLE 9		INSURANCE	10
	9.1	Required Coverages	10
	9.2	Claims Made Coverage	11
	9.3	Evidence of Insurance	11
	9.4	Notice of Cancellation	12
	9.5	Self-Insured Retention	12
	9.6	Additional Coverages	12
	9.7	Non-Waiver	12
	9.8	Company’s Right to Purchase	12
	9.9	Accident/Incident Report	12
	9.10	Contractor Obligations Not Limited	12
ARTICLE 10		INDEMNIFICATION	12
	10.1	Standard Indemnity	12
	10.2	Indemnity in Excess of $25 Million	13
ARTICLE 11		WARRANTIES	13
	11.1	Warranties	13
	11.2	Remedies	13
	11.3	Inspection	14
ARTICLE 12		RISK OF LOSS AND TITLE	14
	12.1	Contractor’s Risk	14
	12.2	Warranty of Title	14
ARTICLE 13		SITE CONDITIONS	14
	13.1	Site Investigations	14
	13.2	Site Conditions	14
ARTICLE 14		MATERIAL PROVISIONS	14
	14.1	Material Supply (Specifications)	14
	14.2	Minor Defects	14
	14.3	Routing of Shipments; Shipping	14
	14.4	Receiving, Handling, and Storage	15
	14.5	Contractor’s Duty to Check	15
	14.6	Specifications and Drawings	15
ARTICLE 15		TESTS AND INSPECTIONS	15
	15.1	Company’s Attendance	15
	15.2	Company Inspections	15
	15.3	Rejected Work	15
	15.4	Timing	16
	15.5	Covering the Work	16
	15.6	Final Inspection	16
ARTICLE 16		COMPANY’S USE OF THE WORK	16
	16.1	Company’s Use	16
	16.2	Submittals	16
ARTICLE 17		SITE SAFETY AND SECURITY	16
	17.1	Site Safety	16
	17.2	Security Regulations	16

ii

	17.3	Reporting	17
	17.4	Emergencies	17
	17.5	Cleanliness	17
	17.6	Site Trespass	17
ARTICLE 18		ENVIRONMENTAL REQUIREMENTS	17
	18.1	Hazardous Substances Brought or Used by Contractor	17
	18.2	Pre-Existing Hazardous Substances	17
	18.3	Investigation and Determination	17
	18.4	Plan for Removal or Abatement	17
	18.5	Contractor Chemical Use and Disposal Requirements	18
	18.6	Notice	18
	18.7	Inclusion in Subcontracts	18
	18.8	Material Safety Data Sheets Required	18
	18.9	Labeling and Training	18
ARTICLE 19		DRUGS AND ALCOHOL	18
ARTICLE 20		TAXES	18
ARTICLE 21		LIENS	19
	21.1	Lien Waivers	19
	21.2	Lien Free Projects	19
	21.3	Right to Discharge Liens	19
ARTICLE 22		AUDIT AND RECORDS	19
ARTICLE 23		CHANGE ORDERS	19
	23.1	Changes in the Work	19
	23.2	Contractor Change Requests	20
	23.3	No Change Order for Contractor Delay or Error	20
	23.4	Duty to Continue the Work	20
	23.5	Effect of Changes in the Law	20
ARTICLE 24		DELAY, ACCELERATION	20
	24.1	No Extension of Final Completion Date	20
	24.2	Acceleration Ordered by Company	21
	24.3	Extension of Time	21
ARTICLE 25		TERMINATION AND SUSPENSION	21
	25.1	Termination with Cause	21
	25.2	Termination or Suspension without Cause	21
	25.3	Resumption of Work	22
ARTICLE 26		CLAIMS	22
ARTICLE 27		DISPUTE RESOLUTION	22
	27.1	Mediation	22
	27.2	Work to Continue	22
ARTICLE 28		DELIVERY AND RETENTION OF DOCUMENTATION	22
	28.1	Documentation and Proprietary Information	22
	28.2	Documentation	22
	28.3	Retention of Documents	22
ARTICLE 29		CONFIDENTIAL INFORMATION	23
	29.1	Contractor’s Obligations	23
	29.2	Irreparable Harm	23

iii

ARTICLE 30		OWNERSHIP OF WORK PRODUCT	23
	30.1	Work Product	23
	30.2	Assignment	23
	30.3	Contractor’s Retained Information	24
	30.4	Knowledge	24
	30.5	Use of Work Product	24
ARTICLE 31		MISCELLANEOUS	24
	31.1	Complete Agreement of the Parties	24
	31.2	Notices	24
	31.3	No Third-Party Beneficiary	24
	31.4	Assignment	24
	31.5	Choice of Law/Interpretation	24
	31.6	Severability	24
	31.7	Amendments	25
	31.8	Non-Waiver	25
	31.9	Liability Limitation	25
	31.10	Waiver of Consequential Damages	25
	31.11	Interpretation	25
	31.12	Non-Exclusive	25
	31.13	Survival	25

iv

EXHIBITS

EXHIBIT A    SCOPE OF WORK/SPECIFICATIONS

EXHIBIT B    PROJECT SCHEDULE/MILESTONE DATES

EXHIBIT C    SCHEDULE OF COMPENSATION

EXHIBIT D    COMPLETION CERTIFICATES

EXHIBIT E    KEY PERSONNEL

EXHIBIT F    CONTRACTOR SAFETY AND HEALTH PROGRAM

EXHIBIT G FORM OF CONTRACTOR’S AFFIDAVIT OF COMPLIANCE WITH 49 CFR §§ 199, 40, AND 382

EXHIBIT H    OPERATOR QUALIFICATION PLAN

EXHIBIT I    PAYMENT DOCUMENTATION

EXHIBIT J    PERMITS

EXHIBIT K    PROJECT CONTROLS/REPORTING REQUIREMENTS

EXHIBIT L    APPROVED SUBCONTRACTORS LIST

EXHIBIT M    COMPLETION PROCESS

EXHIBIT N    LIQUIDATED DAMAGES

EXHIBIT O    COMPANY-FURNISHED ITEMS

EXHIBIT P    FORM OF CHANGE ORDER

EXHIBIT Q    TRESPASS PROTOCOL

EXHIBIT R    FORM OF INVOICE

EXHIBIT S    CONTRACTOR CLARIFICATIONS

SPIRE STL PIPELINE LLCCONTRACT FOR
PROCUREMENT AND INSTALLATION
OF GAS PIPELINE

This Contract for Procurement and Installation of Gas Pipeline (this “Contract”) is made and entered into as of the 26^th day of April, 2018 (“Effective Date”) by and between Spire STL Pipeline LLC, a Missouri limited liability company (“Company”), and Michels Corporation, a Wisconsin corporation (“Contractor”), for the work as set forth in Exhibit A (the “Project”), a new gas pipeline, as well as related appurtenances such as roads, walks, and landscaping to be located at the Site (defined below). Company and Contractor may hereinafter be referred to individually as “Party” and collectively as “Parties”.

ARTICLE 1DEFINITION OF TERMS

The following terms, wherever used in any documents which form part of the Contract Documents, shall have the meanings indicated below unless the context otherwise requires:

“Account Records”means any and all information, materials and data of every kind and character, including hard copies and electronic data, if available, related to records, books, papers, documents, subscriptions, recordings, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, superintendent reports, drawings, receipts, vouchers and memoranda, and any and all other agreements, sources of information and matters that may in Company’s judgment have any bearing on or pertain to any matters, rights, duties or obligations under or covered by the Contract Documents to the extent necessary to adequately permit evaluation and verification of Contractor’s compliance with any aspect of the Contract Documents and Company’s business ethics expectations.

“Affiliate” means any person that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the specified person. For purposes of this definition, “control” (including the terms “controlled by” and under “common control with” means the possession, directly or indirectly, of the power to direct or to cause the direction of the management policies of a person, whether through the ownership of voting securities, by contract or otherwise.

“Business Day”means any Day except Saturday, Sunday, or a weekday that is observed by Company as a holiday.

“Callback Period”means a period of one year from the date of Final Acceptance.

“Certificate of Final Acceptance” means a document, in the applicable form attached to Exhibit D (Completion Certificates) hereto, executed by Company and Contractor confirming that Final Acceptance has occurred.

“Change Order” means a written order issued by Company to Contractor pursuant to Article 23 that modifies the Contract Documents.

“Company’s Authorized Representative” means Company’s duly authorized representative, who will provide the general administration of this Contract on behalf of Company. Unless otherwise stated in a written delegation of authority, Company’s Authorized Representative does not have authority to amend or waive any portion of this Contract. Company may, in its sole discretion, change its Authorized Representative at any time or from time to time, and shall promptly notify Contractor of any such change.

“Company Hazardous Substances” has the meaning set forth in Section 18.2.

“Confidential Information” means any and all data, documentation, methods, processes, materials, and all other information relating to the past, present, and future business of Company, including this Contract. Confidential Information also includes all information owned or provided by customers, suppliers, or other third parties to whom Company owes an obligation of confidentiality, and all Work Product (as that term is defined in Article 30). Confidential Information does not include any information that is: (i) publicly available or becomes publicly available through no breach of the Contract Documents by Contractor, its Subcontractors or their employees; or (ii) information that Contractor can show, by written records, was known to Contractor prior to the date of the Effective Date.

“ConstructionMobilization Date” means the latest date on which Contractor must mobilize (which does not include mobilization to clear trees or horizontal directional drilling bores) its workforce to commence pipeline construction, which, as of the Effective Date, is June 25, 2018.

“Construction Standards” means the standards for construction identified in the Specifications for the Project.

1

“Contract Documents” means: (a) this Contract; (b) the Scope of Work and any applicable Specifications; (c) any applicable Drawings; (d) the Schedule; (e) any duly executed Change Orders; and (f) any other Exhibits incorporated in the Contract.

“Contractor Change Request” has the meaning set forth in Section 23.2.

“Contractor Safety and Health Program” means Contractor’s safety and loss control program and attached documentation as defined in Exhibit F.

“Contractor’s Authorized Representative” means Contractor’s duly authorized representative, who will provide the general administration of this Contract on behalf of Contractor and shall be Contractor’s representative in all matters relating to this Contract. Contractor may change its Authorized Representative at any time. However, a fully qualified replacement must be ready to assume responsibility for Contractor’s Authorized Representative and is subject to prior approval of Company’s Authorized Representative, which shall not be unreasonably withheld.

“Contractor’s Retained Information” has the meaning set forth in Section 30.3.

“Contract Price” means the total aggregate price for the Work as determined pursuant to Section 4.1 and as increased or decreased by any Change Order or, pursuant to Section 23.4 written direction of Company.

“Critical Path”means the longest calculated path of dependent activities in the Schedule necessary for completion of the Work or the Project, as the case may be, and as more specifically defined in Exhibit K (Project Controls/Reporting Requirements).

“Day” means a calendar day of 24 hours commencing at 12:00 a.m.

“Drawings” are the graphic and pictorial portion of the Contract Documents wherever located and whenever issued, showing the design, location, and dimensions of the Work, generally including plans, elevations, sections, details, and diagrams.

“Engineer” or “Architect” means the independent representative who will act on the behalf of Company for certain technical purposes. If no independent representative is used by Company, “Engineer” or “Architect” means Company.

“Final Acceptance” means the acceptance and/or approval of the Work by the execution of a Certificate of Final Acceptance by Company (or other mutually agreed to procedure), provided that the Work meets all of the requirements of the Contract Documents

“Final Completion” means the full performance by Contractor and Company of each of the Parties’ respective obligations under the Contract Documents, including Exhibit M (Completion Process) and all revisions and amendments thereof.

“Final Completion Date” means the contractually-required date for Final Completion of the Work listed in the Milestone Dates and the Schedule

“Force Majeure” has the meaning set forth in Section 24.3.

“Governmental Filings” has the meaning set forth in Section 3.5(c).

“Guaranteed Substantial Completion Date” means the contractually-required date for Substantial Completion for the Work as set forth in the Contract Documents, including Exhibit B (Project Schedule/Milestone Dates), Exhibit M (Completion Process), and Exhibit N (Liquidated Damages), as such date may be changed from time to time in accordance with Article 23.

“Hazardous Substances” means any material in any physical form that may pose a present or potential threat to human health and safety or the environment. This includes all materials defined in any statute as hazardous substances or hazardous wastes and asbestos-containing materials in any form, polychlorinated biphenyl’s (PCBs), and oil or other petroleum by-products.

“HDD Mobilization Date” means the latest date on which Contractor must mobilize its workforce to commence horizontal direction drilling, which, as of the Effective Date, is August 9, 2018.

“Indemnitees” has the meaning set forth in Article 10.

“Knowledge” has the meaning set forth in Section 30.4.

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“Latent Defect” means a defect which exists in the Work prior to the end of the Callback Period and that was not and normally would not have been revealed, discovered, or located before the end of the Callback Period by any reasonably careful inspection or by any known or customary test.

“Law” means all laws, statutes, codes, ordinances, rules, regulations, lawful orders, and other legal requirements, in addition to judicial decrees and interpretations, permits, and licenses, including those concerning health, safety, and the protection of the environment, as amended from time to time, of all federal, state, county, and local governmental agencies and authorities that are applicable to the Work and any of Contractor’s obligations under the Contract Documents.

“Losses” means any costs, damages, losses, claims, demands, causes of action, suits or other litigation (including all costs thereof and reasonable attorney’s fees) of every kind and character.

“Material” means all material, equipment, products, supplies, goods, articles, processes, apparatus, machinery, and documentation to be furnished by Contractor and necessary to complete the Work set forth in the Contract Documents.

“Milestone” means a specific portion of Contractor’s Work as defined by the Contract Documents.

“Milestone Date” means a date identified in the Milestone Dates set forth in Exhibit B (Project Schedule/Milestone Dates) on which Contractor must complete a specific portion of its Work.

“Operator Qualification Plan” has the meaning set forth in Section 3.5(d).

“Operator Qualification Regulations” means the U.S. Department of Transportation Pipeline Safety Regulations 49 CFR 192 and the State of Missouri Code of State Regulations Part 4 CSR 240-40.030.

“Payment Milestone” means a Milestone, the successful completion of which results in a payment by Company to Contractor for a specified portion of the Contract Price, as described on Exhibit C.

“Permits” means any licenses, permits, inspections or approvals required by any governmental authority having jurisdiction.

“Punchlist” means an itemized list prepared by Contractor and augmented, if necessary, by Company, of those portions of the Work that Company’s inspection reasonably indicates have not been completed in accordance with the requirements of the Contract Documents. Subject to verification by Company, Contractor shall, at its own expense, complete all Work (including all corrections or replacements) indicated by the Punchlist and test or inspect, as appropriate, any portions of the Work so completed or corrected.

“Retainage”or “Retention” has the meaning set forth in Section 4.7.

“Schedule” means the Company-approved schedule attached as Exhibit B for the performance of the Work.

“Services” means all of the labor, supervision, administration, and other services, required to complete the Work.

“Site” means Company’s yard, station, easement, office, or other location, as defined by Company, for which the Work is intended.

“Specifications” means that portion of the Contract Documents consisting of a set of written directions, provisions, and requirements giving interpretation to Contractor’s Work. The Specifications and Drawings are intended to supplement but not necessarily duplicate each other. Any Work exhibited in the one and not in the other shall be executed as if it had been set forth in both, so that the Work will be performed according to the complete design as determined by Company.

“Subcontract” means a contract entered into by Contractor and a Subcontractor to perform any portion of the Work.

“Subcontractor” means an entity at any tier having a contractwith Contractor or any of its Subcontractors for the Work.

“Substantial Completion” means the Work has progressed to the point where, in the reasonable opinion of Company as evidenced by the issuance of a definitive Certificate of Substantial Completion (Exhibit D), it is substantially complete, in accordance with the conditions precedent set forth in the Contract Documents, including Exhibit M.

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“Testing Regulations” means those certain Federal Pipeline Safety Regulations found at 49 CFR §199, 49 CFR §40, and 49 CFR §382 and Missouri Pipeline Safety Regulations found at 4 CSR 240-40.080, as amended.

“Welding Procedures” means the welding procedures provided by Contractor pursuant to Specifications Schedule A-9 and approved by Company.

“Work” means all Material and Services that Contractor is obligated to provide under the Contract Documents. All obligations of the Contractor shall be performed as specified in the Contract Documents.

“Work Product” has the meaning set forth in Section 30.1.

All other capitalized terms used herein shall have the meanings ascribed to them in this Contract.

ARTICLE 2SCOPE OF AGREEMENT

2.1Commencement of Work. Contractor shall not commence Work until after this Contract has been executed, and Contractor will furnish all of the Work identified in the Contract Documents.

2.2Priority of Documents. To the extent of any ambiguity, discrepancy, conflict, or inconsistency between the documents comprising the Contract Documents, the authority of the individual documents relative to the other documents is, in descending order of authority: (a) any duly executed Change Order; (b) Michels Clarifications attached as Exhibit S; (c) this Contract with the exception of Exhibit A (Scope of Work/Specifications); (d) any applicable Scope of Work or Specifications set forth in Exhibit A; (e) the Schedule; (f) any applicable Drawings; and (g) any other documents identified in the Contract as comprising the Contract Documents. Notwithstanding the foregoing, the several documents forming the Contract Documents shall be taken as mutually explanatory of one another; however, with respect to any conflict or inconsistency not resolved by this Section 2.2, or where there exists ambiguities, discrepancies, conflicts, or inconsistencies between documents of equal precedence to each other, Company shall decide priority of such documents.

2.3Preprinted Terms. This Contract supersedes any preprinted terms or conditions on any preprinted invoice submitted by Contractor or any printed or typed conditions forming a part of Contractor’s proposal. Any additional or different terms and conditions set forth in Contractor’s invoices, purchase order acknowledgments, or similar writings or in Contractor’s electronic data interchange acknowledgments are objected to by Company and will not be binding upon Company unless specifically assented to in writing by an authorized agent of Company.

ARTICLE 3STANDARDS FOR PERFORMANCE

3.1Performance Standards. Contractor shall perform all Work in a competent manner, and in compliance with all applicable standards, including all applicable industry standards and professional standards of care for the Work, and those that are set forth in the Contract Documents. Contractor agrees to perform, to the entire satisfaction of Company, the Work described in the Contract Documents and in accordance with the applicable Construction Standards, Welding Procedures, and Company Policies. Contractor acknowledges receipt of the Construction Standards and Welding Procedures in effect as of the Effective Date.

3.2Schedule of Performance. Before starting the Work, Contractor shall submit for approval by Company, a Schedule identifying all Milestone Dates, including the Guaranteed Substantial Completion Date, for the Work and providing sufficient details to fully describe its plan for timely completing all of the Work as set forth in the Schedule. Contractor shall complete the specified portion of its Work on or prior to each Milestone Date for such completion as set forth in the Schedule. Contractor shall not modify the Schedule without Company’s written approval. Time is of the essence for completion of the Work. Delays or possible delays in the performance of the Work or in the completion of the Milestone Dates set forth in Exhibit B shall be reported to Company within five Days of the first Day that Contractor knows or, by applying prudent industry practices, should have known of the possible delay. Contractor shall take all necessary steps, including acceleration of the Work, at no additional cost to Company, to recover delays in the Schedule, except to the extent such delays are caused by the fault of Company.

3.3Final Acceptance. The Work shall not be deemed complete until after all of the Work, including any Punchlist Work, is completed to Company’s reasonable satisfaction.

3.4Compliance with Applicable Law. Contractor will comply, and will cause all of its personnel, representatives and Subcontractors to comply, with all Law applicable to the Contractor’s performance under the Contract Documents. Contractor shall make all notifications relating to commencement and progress of the Work as required by Law. Where not in conflict with applicable Law, Contractor will comply with all rules, Company Policies provided to Contractor, jobsite requirements, and procedures of Company.

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3.5Permits, Fees, Notices, Licenses and Compliance with Law.

(a)    Permits. Prior to commencing Work, Contractor will obtain, and at all times during the Project, maintain, those Permits assigned as Contractor’s responsibility on Exhibit J (Permits). Contractor will charge Company for Permits at Contractor’s actual cost, with no mark-up. Company will obtain, at all times during the Project maintain, and pay for all Permits assigned as Company’s responsibility on Exhibit J (Permits), in such time so as not to impede Contractor’s performance of the Work in accordance with the Schedule. With respect to any Permits required for the Project but not set forth on Exhibit J, the Parties will mutually agree regarding the respective responsibilities for such Permits. If obtaining any Permit not set forth on Exhibit J requires Contractor to perform work not set forth on Exhibit A (Scope of Work / Specifications) or incur additional costs, then Contractor will be entitled to seek a Change Order for such additional Work.

(b)    Compliance with Law. Contractor will comply, and will cause all of its personnel, representatives and Subcontractors to comply, with all Law applicable to the Contractor’s performance under the Contract Documents. Any costs, fines, penalties, awards, damages, or other liabilities associated with any Contractor violations of this Section 3.5 shall be borne and paid solely by Contractor, and Contractor shall indemnify Company for such violations to the fullest extent provided by Law.

(c)    Governmental Filings. Contractor shall immediately notify Company’s Authorized Representative of all known claims, filings, or other submissions made by or against Contractor and/or its employees to or by governmental regulatory agencies arising from or occurring during the performance of the Work (collectively “Governmental Filings”). Contractor shall require all Subcontractors to immediately inform Contractor of Governmental Filings known to them and shall promptly inform Company’s Authorized Representative of such Governmental Filings.

(d)    Pipeline Safety. In addition, Contractor is aware of and acknowledges its responsibilities under the Testing Regulations. Contractor will fulfill, and will cause all of its applicable personnel, representatives and Subcontractors to fulfill, all of the requirements of the Testing Regulations in the performance under this Contract. Contractor will provide such access to its premises (including any job-site), property, personnel, representatives, and records by Company, the Research and Special Programs Administrator, the Federal Department of Transportation, the Missouri Public Service Commission, and any and all governmental authority or their representatives, as is necessary for the purpose of monitoring Contractor’s compliance with the Testing Regulations. PRIOR TO COMMENCING WORK, CONTRACTOR AND ANY OF ITS APPROVED SUBCONTRACTORS ARE REQUIRED TO COMPLETE AND DELIVER TO COMPANY AN AFFIDAVIT OF COMPLIANCE IN THE FORM ATTACHED HERETO AS EXHIBIT G.

(e)    Operator Qualification. Prior to commencing Work and at all times during the Term, Contractor will comply with the operator qualification plan attached hereto as Exhibit H(the “Operator Qualification Plan”). Contractor represents and warrants that the Operator Qualification Plan satisfies all the requirements of the Operator Qualification Regulations. All Contractor personnel who will be performing “covered tasks” (as defined by the Operator Qualification Plan or Operator Qualification Regulations) must comply with the Operator Qualification Plan and Operator Qualification Regulations. Prior to commencing Work and upon Company’s request at any time during the Term, Contractor will deliver to Company all of the required operator qualification records and other records necessary to obtain and maintain compliance with the Operator Qualification Regulations.

ARTICLE 4INVOICING AND PAYMENT

4.1Contract Price.

(a)    Mobilization Payments. Company shall pay Contractor $12,500,000, in advance payments subject to Retention and via electronic funds transfer to a U.S. bank account designated by Contractor, as follows: (1) $4,200,000 on or before five Business Days after receipt of Contractor’s invoice after Contractor commences tree-clearing mobilization for the tree-clearing Work and (2) $8,300,000 on or before five Business Days after receipt of Contractor’s invoice after Contractor commences its construction mobilization for the pipeline construction Work. If Contractor is terminated for any reason, the applicable terms of Article 25 shall apply.

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(b)    Lump Sum Pricing. The Contractor’s total compensation for its performance of acceptable Work as required by the Contract Documents shall be a fixed lump sum price, unless unit pricing is applicable.

(c)    Unit Pricing. For all Unit Price Work, an amount equal to the sum of the established unit price for each separately identified item of Unit Price Work times the estimated quantity of that item as indicated in the chart identified in Exhibit C. Estimated quantities are not guaranteed, and Contractor shall be paid for all actual quantities installed and accepted by Company after determinations of actual quantities and classification are made by Contractor.

4.2Travel Expenses. All business travel related to the performance of any Work that is specifically provided for in the Contract Documents shall be billed at cost. Billing must be limited to lowest-available rates and must be accompanied by proper receipts. If no advance approval has been received from Company, Contractor shall be responsible for all expenses it incurs.

4.3Payment Terms for Change Orders. All duly executed Change Orders shall be shown as a separate line item in the monthly Applications for Payments.

4.4Submission of Invoices. On or about the tenth Day of each calendar month, Contractor shall submit to Company’s accounts payable department an invoice in the form of Exhibit R (Form of Invoice) for payment based upon Contractor’s successful completion, as determined by Company, of Work during the prior month. Each invoice shall contain the appropriate supporting documentation and lien waivers provided in Exhibit I (Payment Documentation). All invoices shall be sent simultaneously via electronic mail to both of the following addresses: Accounts_Payable@spireenergy.com with a copy to Kathy Cariolano at Kathy.Cariolano@spireenergy.com. Company shall pay Contractor within 30 Days following Company’s receipt of a proper and complete invoice. Company may decline to pay an invoice, in whole or in part, to the extent necessary to protect Company from loss due to (a) breach by Contractor of any of its obligations under these Contract Documents including the costs to Company of remedying the breach and all other costs directly attributable to other services that are required to be performed in connection with remedying such breach; (b) third-party claims filed or reasonable evidence indicating probable filing of such claims, except to the extent Contractor’s insurers have agreed in writing to cover such claims or where Contractor has accepted an obligation to indemnify Company against such claim; (c) damage to Company or another contractor to the extent Contractor is obligated to indemnify Company for such damage; (d) reasonable evidence that the Work will not be completed within the time requirements specified in these Contract Documents; (e) unsubstantiated or unsupported amounts paid by Company to Contractor; (f) Contractor’s failure to properly pay Subcontractors or to properly pay for equipment, materials or labor; or (g) any undisputed amounts due to Company under the terms of these Contract Documents. If requested by Company, Contractor shall submit a partial waiver of lien satisfactory to Company with respect to each Subcontractor (regardless of tier) and material supplier providing goods or services in excess of $125,000 in the aggregate, certifying to the receipt of the exact amount shown by Contractor’s sworn statement for the previous invoice as having been included in the previous request for payment to Company for that particular Subcontractor or material supplier. If Company so requests, final waivers of lien by all Subcontractors and material suppliers providing goods or services in excess of $125,000 in the aggregate, and affidavits that all bills for material and labor have been paid by Contractor and each Subcontractor shall be furnished with the final invoice with respect to the Work. Company may set off against any amount payable under these Contract Documents any and all present undisputed indebtedness of Contractor to Company. The elements of all amounts invoiced shall be shown separately, by applicable line items, and shall be classified or further broken down as Company may require for accounting and payment purposes. Invoices that Company deems to be inaccurate or incomplete, in Company’s reasonable discretion, may be returned to Contractor for correction and re-submittal. Company shall notify Contractor of any rejected invoice or portion thereof with reasons for such rejection.

4.5Invoice Format and Copies. Contractor shall submit one original and one duplicate of each invoice including all supporting documentation and lien waivers provided in Exhibit I. Contractor shall meet the Company’s invoicing requirements related to payment information. All invoices must be submitted electronically. If the Work is being performed pursuant to a Change Order, each invoice shall also include a detailed itemized list of the charges of Change Order Work covered by the invoice identifying or containing the number of each class of employees, the number of hours worked, the rates charged for such hours, a copy of all Subcontractor itemized invoices, separately itemized charges for freight, all material used, and, for all special trucking and special heavy power tools, all adequately described, with all applicable sales and use taxes stated. Overtime hours shall be billed as such rather than as a greater number of regular hours. Cost of local permits shall be billed with the job, with a copy of the receipt for the permit attached to the invoice. Copies of invoices from cities for paving repairs in locations where city ordinance does not allow Contractor to make repairs shall be attached to Contractor’s invoice for reimbursement. Contractor must provide sufficient information with each invoice, as specified by Company, to comply with Company’s record-keeping, regulatory, and customer billing requirements.

4.6Payment. Subject to the provisions of Section 4.1 and unless otherwise agreed to by the Parties, Company will provide payment of 90% of the total amount contained in each invoice within 30 Days of receipt of an invoice acceptable to Company including supporting documentation required by Exhibit I and any quality assurance documentation which may be specified. Company will retain 10% of each invoice amount (referred to as “Retainage” or “Retention”). Subject to the other terms of this Contract (including Article 21 and Section 24.1), Company will pay the Retainage to Contractor as follows: (a) 25% of the then-aggregate Retainage upon Substantial

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Completion and the submission of an acceptable invoice from Contractor; and (b) the remaining Retainage upon Final Completion as described in Section 4.8.

4.7Statement. With each invoice, Contractor shall submit a sworn statement as provided by the mechanics lien law of the state where the Site is located and in the forms attached hereto as Exhibit I, Attachment 1. The statement shall state the names of all Subcontractors (regardless of tier), the nature of Work, amounts of all Subcontracts, amount paid to date, amount to be paid to complete the Work, amount due, any contracts to be let, amount owed for labor to date, cost of labor to complete the job, and total amount to be paid to complete the Work.

4.8Final Payment. Contractor’s final invoice shall be marked “FINAL INVOICE,” and an additional copy of this invoice shall be submitted to Company’s Authorized Representative. Subject to the fulfillment of Contractor’s obligations under the Contract Documents, final payment of all monies due, but not previously paid to Contractor hereunder, shall be made within 45 Days after receipt by Company of Contractor’s final invoice; subject, however, to the condition precedent that final payment shall not be due until Final Acceptance. Additionally, on Projects involving the construction of improvements to Company’s property, Contractor shall have given Company evidence satisfactory to Company that all liens, claims, obligations, and liabilities against Company and its premises (including the Project and the Site), or in respect to the Work or chargeable to Company have been fully paid, satisfied, and released. Such evidence shall include Contractor’s final, unconditional lien waiver (attached hereto in the form of Exhibit I, Attachment 3) for the final cost of the Work performed by Contractor and its Subcontractors. Acceptance of final payment will constitute a release by Contractor of any and all claims against Company for payment for Work performed pursuant to the Contract Documents. Payment by Company (including payment of the Retainage) will not constitute acceptance of any non-conforming Work or a waiver of any claims or rights that Company may have in connection therewith. Following Final Completion, the remaining Retention shall be payable within 45 Days after Company and Contractor have executed a Certificate of Final Acceptance and Company receives the final invoice and lien releases from Contractor. Amounts held by Company as Retainage will not accrue interest. Notwithstanding this Section 4.8, Company in its absolute discretion, may pay all or part of the Retention prior to Final Acceptance without waiving any of its rights or remedies hereunder. In addition, Contractor’s final invoice will have a credit of $250,000 to Company, reducing the amount listed as due and owing by Company.

ARTICLE 5PROJECT CONTROLS

5.1Reports. Contractor shall attend weekly progress meetings and submit to Company a weekly schedule status report dated up to the Day before submission thereof, in such form as shall be specified by Company, showing the progress made by Contractor toward the completion of the Work to the date of each report. Each report shall include an updated Schedule, a list of Contractor’s and its Subcontractors’ employees performing Work at the Site, a description of Contractor’s planned activities on the Project for the next week, and other matters pertaining to the Work. Contractor shall continuously monitor, report, forecast, and control the progress of the Work in accordance with the Schedule. Contractor shall provide increasing scheduling detail as the Work progresses. If such reporting or forecasting indicates a delay or potential delay, then (a) Contractor will promptly notify Company of the delay, and (b) except to the extent such delay or potential delay was caused by Company or its other contractors, Force Majeure, or site trespass, Contractor shall promptly take appropriate action to get back on schedule and to avoid such delay at no cost to Company. Contractor’s reporting shall be sufficiently detailed to present to Company an accurate status of the Schedule, variances from the Schedule and reasons therefore, and corrective action planned. Contractor shall comply with the provisions of Exhibit K (Project Controls) until Final Acceptance.

5.2Time-and-Material Reports. If the Work is being performed pursuant to a cost-plus or time-and-material (or any variation thereof) pricing structure, Contractor shall submit a weekly report to Company for each such Project. Each report shall include, in addition to the information required by Section 5.1 and Exhibit K, the following: (a) time sheets listing Contractor’s and Subcontractor’s employees, with occupation descriptions and number of regular and overtime hours worked; (b) a list of all chargeable tools and equipment showing hours used; and (c) a list of chargeable material and quantities.

ARTICLE 6INDEPENDENT CONTRACTOR STATUS

Contractor shall be an independent contractor and not an agent, partner, joint venturer, or employee of Company. Contractor shall perform the Work in accordance with its own means and methods, and the performance of the Work shall remain in Contractor’s exclusive charge and control. Contractor shall be solely responsible for the terms and conditions of employment for all of its employees working pursuant to this Contract including, but not limited to, their hire, supervision, transfer, termination, wages, withholdings, benefits, insurance, and workers’ compensation. Nothing in the Contract Documents shall be construed or interpreted to mean that Company is a co-employer, joint employer, or a single employer with Contractor or any Subcontractor (regardless of tier). In the event Contractor is a party to a collective bargaining agreement, or any other labor agreement or contractcovering its employees, Contractor shall be solely responsible for all obligations under those agreements. This Contract is not exclusive. Company is free to engage others to supply Materials or Services that is the same or similar to Contractor’s. Unless otherwise stated in the Contract Documents, Contractor has no authority to act for, represent, or bind Company or its parent company, subsidiaries or Affiliates in any manner.

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ARTICLE 7CONTRACTOR’S PERSONNEL AND RESPONSIBILITIES

7.1Labor Relations. Contractor understands that the use of union labor is at Contractor’s option for the Project, and Contractor acknowledges that is solely responsible for the use of union labor for the Work. In the performance of any of its union Work, Contractor shall comply with, and shall require its Subcontractors of all tiers at the Site to comply with, the terms of the applicable union agreement.

7.2No Strikes or Other Work Stoppages: All applicable union agreements shall provide that there shall be no work stoppages, work slowdowns or strikes.

7.3Copies of Union Agreements Furnished to Company. Contractor and its Subcontractors at the Site shall furnish to Company copies of the applicable union agreements along with written permissions for their use by the affected International Union(s). Contractor and its Subcontractors at the Site shall also furnish a copy of the site extension approval(s) granted by the International Union(s) prior to commencing the Work.

7.4Pre-Job Conferences. Contractor and its Subcontractors at the Site shall conduct pre-job conferences and assign Work to the appropriate crafts according to the recognized and traditional jurisdiction.

7.5Labor Indemnification. Contractor shall indemnify, hold harmless, and defend Indemnitees from all claims, liability, damages, and expenses (including reasonable attorneys’ fees and court costs) arising out of a labor dispute arising under Contractor’s union or collective bargaining agreements, if such disputes or claims are asserted by employees of either Contractor or a Subcontractor, their bargaining representatives, or employee benefit trust funds except to the extent such disputes or claims are caused by Company or its other contractors. .

7.6Experienced Employees. Contractor shall employ and cause each Subcontractor (regardless of tier) to employ, qualified, competent, appropriately trained, experienced, reliable and trustworthy employees to perform the Work. At Company’s request, the credentials of any of Contractor’s or its Subcontractors’ employees assigned to perform the Work shall be submitted to Company in advance of such assignment. Contractor shall require all persons performing the Work at Company’s Site to be trained in and to comply with Contractor’s policies, procedures, and directives applicable to activities at Company’s Site, including security, environmental protection, employee health and safety, sexual harassment, access, use of controlled substances, and similar activities. During the performance of the Work, Company may object to any Contractor employee who, in Company’s reasonable opinion, does not meet these criteria. In such case, Contractor shall, at its expense and risk, immediately replace or remove such employee.

7.7Contractor Responsible for Conduct of Employees. Contractor shall have full responsibility for the conduct of all employees employed on or in connection with the Work (including employees of any Subcontractor) and will ensure that there is adequate, daily supervision of all Work. Contractor shall be familiar with and observe established and accepted labor practices, procedures, and project agreements. Contractor and its Subcontractors shall be responsible for enforcing strict discipline and good order among their employees at all times while on the Site or performing any of the Work.

7.8Key Personnel. For the duration of any Project, the employees or other persons whose names appear on the list of Key Personnel contained in Exhibit E are deemed necessary for the successful performance of the Work. Contractor shall assign such Key Personnel to the performance of the Work and shall not reassign or remove any of them without prior written consent of Company. Whenever, for any reason, one or more of the Key Personnel specified in Exhibit E is unavailable to perform the Work, Contractor shall, with the prior written approval of Company, replace such person with a person of substantially equal abilities and qualifications.

7.9Supervisor. While performing Work at the Site, Contractor shall have, at Company’s Site, a competent supervisor satisfactory to Company who is authorized to act for Contractor, who is qualified for operator qualification and experienced in work of the type specified, and who can act for Contractor and to receive orders or notices which may be givenfor the proper prosecution of the Work.

7.10Employee Fitness. Contractor’s personnel on any Site shall: (a) report to the Site in a manner fit to do their job; (b) not be under the influence of or in possession of any alcoholic beverage or of any controlled substance (except a controlled substance as prescribed by a physician so long as the performance or safety of the Work is not affected thereby); and (c) not have a discernible adverse impact on Company. Contractor’s employees shall be advised to these requirements prior to entry on the Site. Contractor shall immediately remove from the Site any employee in violation of these requirements as determined by the Contractor or Company. Contractor shall impose these identical requirements on Contractor’s Subcontractors.

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7.11Former Employees. Contractor shall identify to Company any person whom Contractor proposes to engage for the Work, and his proposed role, if Contractor knows him to be a former employee of Company. Company shall have the right and power to then exclude such employee from the Site.

7.12Duty to Cooperate. Contractor shall cooperate with all other contractors performing work on behalf of Company, and shall conduct its operations to prevent interference with the work or progress of such contractors. If any part of the Work is dependent upon the quality and completeness of work performed under another contract, Contractor shall visually inspect the other contractor’s work and promptly report apparent defects therein which render such work unsuitable for theproper execution of the Work. Failure to report such defects to Company shall constitute the Contractor’s acceptance of such work as suitable to receive the Work. However, Contractor shall not be responsible for defects which develop after such inspection which could not have been reasonably detected by a visual examination of the work. The Company will be responsible for coordinating field work among Contractor and Company’s other contractors. If conflicts arise among Contractor and Company’s other contractors concerning scheduling or coordination, Company will make the final decision resolving the conflict.

7.13Field Records. Contractor shall maintain up-to-date as-built copies of all Drawings, Specifications, and other Contract Documents and supplementary data, including the latest revisions thereto and a continuous record of all field changes.

7.14Protection of Property and Public Liability. Until all of the Work is completed, Contractor shall be responsible for the protection of all persons and all public and private property including known and properly located structures, sewers and utilities, above and below ground. Contractor shall furnish and maintain any barriers, signs, warning lights, guards or other safety equipment necessary to provide adequate protection of persons and property. If Contractor has not taken such precautions and, in the opinion of Company, an emergency has arisen requiring immediate action, Company, with or without notice to Contractor, may provide suitable protection at the expense of Contractor. If such costs are not paid on presentation of the bills therefore they may be deducted from subsequent payments to Contractor. The performance of such emergency work shall not relieve Contractor of responsibility for any damage which may occur, unless such damage is caused by Company or its contractors, Force Majeure, or site trespass.

7.15Damage to Existing Property. To the extent caused by the Contractor, any Subcontractor or their agents, employees or any other person for whom, directly or indirectly, any one of them may be liable, Contractor will be held responsible for any damage to existing known and properly located structures, materials, or equipment because of its operations and shall repair or replace any damaged structures, Work, materials, or equipment to the satisfaction of and at no additional cost to Company. Contractor shall protect all known and properly located existing structures and property from damage and shall provide bracing, shoring, or other works necessary for protection.

7.16Rights-Of-Way. Company will timely obtain all permanent right-of-way and access easements required for performance of the Work. Contractor shall improve and maintain the access way as required to perform its Work. The location of access way not provided to Contractor with the bid documents shall be the sole responsibility of Contractor. Contractor shall confine its operations to the Project area and access ways and shall use due care in placing tools, equipment, excavated materials, and construction materials and supplies, so as to cause the least possible damage to the property. At the conclusion of the Work, all temporary structures and other facilities incidental to the Work shall be removed and the Site shall be restored to its original condition.

7.17On Private Property. Contractor shall comply with all the limitations and provisions of Company’s easements and agreements. Contractor shall enter proposed rights-of-way only after Company notifies Contractor that easements and/or agreements for the specific area have been obtained. Problems involving rights-of-way shall be immediately reported to Company. Contractor shall use existing roads or lanes within the easement area to gain access to the Project area. Company’s inspector is not empowered to authorize Contractor to depart from property to which Company has acquired rights of entry or occupancy. In those cases where Contractor, for whatever reason, enters upon, travels across, or otherwise uses privately-owned land beyond the rights acquired by Company in its right-of-way agreements, Contractor shall make all arrangements and agreements with the landowner involved for such right of entry and use of their property. In such cases Contractor shall make such right of entry available to Company’s inspector, where necessary for performance of inspector’s duties, at no additional cost to Company. Contractor shall obtain a written agreement from each property owner and tenant setting forth Contractor’s right of entry and use of the property, and a copy of each such agreement shall be filed with Company.

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7.18Work within Highway and Railroad Rights-of-Way. All Work performed, and all operations of Contractor, its employees, or Subcontractors within the limits of railroad, road, and highway rights-of-way shall be in conformity with the requirements and be under the control (through Company) of, the railroad, road, or highway authority owning, or having jurisdiction over and control of, the right-of-way in each case.

ARTICLE 8SUBCONTRACTUAL RELATIONS

8.1Subcontractual Relations. Contractor may utilize Subcontractors to perform portions of the Work with the prior written consent of Company, which shall not be unreasonably withheld, conditioned, or delayed. If Company consents to the subcontracting of any portion of the Work, (a) such consent shall not relieve Contractor of its obligations under these Contract Documents with respect to such Work and (b) Contractor agrees to bring the provisions of these Contract Documents to the attention of and to bind every Subcontractor (regardless of tier) to whom it subcontracts any of the Work by the provisions of these Contract Documents as far as applicable to that portion of the Work to be performed by the Subcontractor. If Contractor proposes to subcontract any of the Work, it shall submit to Company the name of each proposed Subcontractor, with the proposed scope of the Work to be undertaken, safety documents as defined in the Contractor Safety and Health Program and under applicable Law for any Subcontractor performing Work on Site, and such information about the Subcontractor as Company may reasonably request. Company may reject any and all proposed Subcontractors in Company’s absolute discretion.

8.2Subcontracts. Any portion of the Work to be performed for Contractor by a Subcontractor shall be performed pursuant to an appropriate written Subcontract between Contractor and the Subcontractor. No Subcontract shall relieve Contractor of its obligations under the Contract Documents. Contractor shall remain responsible for all subcontracted Work, and Contractor shall be as fully liable to Company for acts and omissions of its Subcontractors, their agents, representatives, and persons directly or indirectly employed by them as it is for the acts and omissions of Contractor’s own employees.

8.3No Privity with Subcontractors. Any reference herein to Subcontractors, including the description of how Subcontracts may be authorized by Company or requiring Contractor to incorporate a provision hereof in agreements with its Subcontractors, agents or assigns, shall not create privity of contract between Company and such Subcontractor or their agents or assigns.

8.4Assignment of Subcontracts. Each Subcontract shall provide for a contingent assignment of the Subcontract upon termination for cause of Contractor by Company. Such contingent assignment shall provide that if Company fulfills Contractor’s obligations to Subcontractor, then Subcontractor will perform the Subcontract on behalf of Company, its successors and assigns.

8.5Contractor’s Payments to Subcontractors. Contractor shall pay each Subcontractor promptly upon receipt of payment from Company or as provided in the Subcontract. Company has no obligation to pay Subcontractors or to ensure Contractor pays Subcontractors. Contractor shall furnish to Company satisfactory evidence of all payments. Company may withhold any amounts due to Contractor or its Subcontractors in addition to any other monies that are to be retained, until such evidence is furnished. Contractor shall not permit any Lien to be put or remain on property of Company by reason of the failure of Contractor or its Subcontractor to pay for labor and materials, except to the extent caused by Company’s failure to pay Contractor undisputed amounts due. If any such Lien is not removed within 60 Days of a notice of lien claim, Company may do so at Contractor’s expense, and Contractor shall promptly pay to Company all such costs and expenses, including legal fees, paid or incurred by Company, unless Contractor has bonded over the lien with an appropriate mechanic’s lien bond that meets the statutory requirements of the state where the lien is asserted.

8.6Disputes with Subcontractors. Contractor shall promptly inform Company of any significant dispute arising between Contractor and any of its Subcontractors. Contractor shall use its best efforts to avoid disputes regarding the Work and shall resolve such disputes as they arise.

8.7Compliance with Applicable Law. Contractor shall cause any and all of its Subcontractors to comply with all applicable Law in the performance of the Work hereunder.

ARTICLE 9INSURANCE

9.1Required Coverages. Contractor shall provide and maintain, and shall require each Subcontractor (regardless of tier) to provide and maintain, in effect during the performance of any Work under these Contract Documents the insurances described herein. The following insurance policies will be underwritten by insurance companies that are satisfactory to Company, that have a current A.M. Best Co. rating of A-, financial category X or higher, and that are authorized to do business in the states where the Work is performed. Such policies will include:

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(a)    Workers’ Compensation. The legal liability under the Workers’ Compensation Act of the states where the Work is performed and any other employee benefit statute or law of such states, to pay claims for personal injuries sustained by its employees, including death resulting therefrom. With respect to employer’s liability coverage under any workers’ compensation insurance policy, the limit of liability shall be $2,000,000 per Accident – Injury, $2,000,000 Policy Limit – Disease, and $2,000,000 per Employee – Disease. The workers’ compensation policy shall also include U.S. Longshoremen and Harbor Workers’ Compensation Act Coverage, if any Work shall be done over or within 100 feet of any body of water, or otherwise at the sole discretion of Company. It shall also provide maritime (Jones Act) coverage if a boat or vessel of any type is to be used.

(b)    Commercial General Liability. Commercial general liability insurance covering the legal liability of Contractor for injuries to or death of any person or persons and damage to the property of others. This coverage must contain either blanket contractual liability coverage or contractual liability coverage specific to this Contract, either of which shall not be subject to a contractual limitation endorsement. The limits of liability will be not less than $25,000,000 per occurrence and $25,000,000 annual aggregate, other than products/completed operations. This policy must be written on an “occurrence” basis. This coverage cannot be subject to any exclusion or limitation for “explosion”, “collapse”, or “underground” (a/k/a “XCU”) operations.

(c)    Commercial Automobile Liability. The legal liability of Contractor for bodily injuries and damage to the property of others arising out of the ownership, maintenance or use of any motor vehicle by Contractor or its Affiliates or their respective representatives and either blanket contractual liability coverage, or contractual liability coverage specific to this Contract, either of which shall not be subject to a contractual limitation endorsement. The limits of liability will be not less than $25,000,000 per occurrence and $25,000,000 annual aggregate. Coverage shall apply to owned, rented or leased, and non-owned vehicles.

(d)    Pollution Legal Liability Insurance. Contractor’s pollution legal liability insurance with coverage for (a) bodily injury, sickness, disease, mental anguish or shock sustained by any person, including death; (b) property damage, including physical injury to or destruction of tangible property, including the resulting loss of use thereof, clean-up costs, and the loss of use of tangible property that has not been physically injured or destroyed; and (c) defense, including costs, charges and expenses incurred in the investigation, adjustment or defense of claims for such compensatory damages; for losses caused by pollution conditions that arise from the Work. The limits of liability will be not less than $10,000,000 per occurrence or claim and $10,000,000 annual aggregate.

(e)    Professional Liability. The legal liability of Contractor for professional errors and omissions, including coverage for bodily injury and property damage. The limits of liability will be not less than: $5,000,000 per claim or occurrence and $5,000,000 annual aggregate.

(f)    Umbrella/Excess Liability Insurance. Any part of the required limits for employer’s liability, commercial general liability, commercial automobile liability, and Pollution Liability may be provided by an umbrella or excess liability policy.

9.2Claims Made Coverage. If any policy is written on a “claims made” basis, then either (a) Contractor must maintain the policy for a period of two years following termination of this Contract or (b) the policy must contain an “extended reporting provision” for a period of at least two years.

9.3Evidence of Insurance. Except with respect to workers’ compensation / employer’s liability coverage, all of the foregoing policies must: (a) provide a waiver of subrogation against Company and its Affiliates; (b) except with respect to professional liability coverage, include Company and its Affiliates as additional insured parties under broad form coverage for completed and ongoing operations (either CG 20 10 11 85 or both of CG 20 10 10 01 and CG 20 37 10 01); (c) be on a primary basis in relation to any Company policy, which will be non-contributing; and (c) except with respect to professional liability coverage, contain either contractual liability coverage specific to this Contract or blanket contractual liability coverage, neither of which will be subject to a contractual limitation endorsement. Except with respect to workers’ compensation / employer’s liability coverage, Contractor, on behalf of its insurers, waives any right of subrogation that such insurers may have against Company arising out of this Contract.

9.4Notice of Cancellation. Contractor will notify Company of any cancellation or material amendment to any policy, including any reduction in coverages or erosion of aggregates, at least 30 Days prior to the effective date thereof.  No later than execution of this Contract, Contractor will furnish a certificate of insurance, indicating the required coverage and endorsements.

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9.5Self-Insured Retention. All self-insured retentions or deductibles are the sole responsibility of Contractor.  Company’s acceptance of any insurance certificate will not constitute acceptance of the adequacy of coverage or compliance with the requirements of this Contract.

9.6Additional Coverages. No more than once every 12 months, Company may request, and Contractor will furnish within 30 Days thereafter, additional or increased insurance coverages from Contractor. If at the time of Company’s request, Contractor does not have such additional or increased insurance coverage, Contractor will notify Company and upon Company’s consent, procure such coverage and charge the cost of such coverage to Company. If Company does not consent, then Contractor will have no obligation to procure such coverages that it does not then have. Any additional premium accrued by such changes shall be submitted to Company for payment.

9.7Non-Waiver. Failure of Contractor to provide insurance as herein required or failure of Company to require evidence of insurance or to notify Contractor of any breach by Contractor of the requirements of this Article 9 shall not be deemed to be a waiver by Company of any of the terms of this Contract, nor shall they be deemed to be a waiver of the obligation of Contractor to defend, indemnify, and hold harmless Company as required herein. The obligation to procure and maintain any insurance required is a separate responsibility of Contractor and independent of the duty to furnish a copy or certificate of such insurance policies. Company may inspect all policies of insurance at any time.

9.8Company’s Right to Purchase. Upon any failure by Contractor to comply with the insurance requirements of this Contract, Company may, without in any way compromising or waiving any right or remedy at law or in equity, upon five Days’ written notice to Contractor, purchase such insurance, at Contractor’s expense, provided that Company shall have no obligation to do so, and, if Company shall do so, Contractor shall not be relieved of or excused from the obligation to obtain and maintain such insurance amounts and coverages. All such costs incurred by Company shall be promptly reimbursed by Contractor or may be withheld from any payment due Contractor.

9.9Accident/Incident Report. Contractor shall promptly furnish Company with copies of any non-privileged accident/incident reports sent to Contractor’s insurance carriers covering accidents or incidents occurring in connection with or as a result of the performance of the Work or its receipt or notice of any claim by a third party, or any occurrence that might give rise to such a claim.

9.10Contractor Obligations Not Limited. None of the requirements contained herein as to types, limits, or Company’s approval of insurance coverage to be maintained by Contractor are intended to and shall not in any manner limit, qualify, or quantify the liabilities and obligations assumed by Contractor under this Contract, any other agreement with Company, or otherwise provided by Law.

ARTICLE 10INDEMNIFICATION

10.1Standard Indemnity. To the fullest extent permitted by Law, for all Losses up to the specific limits of insurance set forth in Section 9.1, Contractor shall defend, indemnify and hold harmless Company and its Affiliates and their respective officers, directors, employees, agents, representatives, successors, and assigns (collectively, the “Indemnitees”) from and against any Losses, including Losses relating to personal injuries, death, damage to property, damage to the environment, or infringement of any intellectual property right to the extent caused by the negligence or willful misconduct of Contractor, any Subcontractor or their agents, employees or any other person for whom, directly or indirectly, any one of them may be liable and in any way, occurring, incident to, arising out of, or in connection with (a) the Work, unless the foregoing result solely from the negligence or willful misconduct of the Indemnitees or (b) Contractor’s breach of any of its obligations under the Contract Documents.

10.2Excess Indemnity. To the fullest extent permitted by Law, for claims in excess of the specific limits of insurance set forth in Section 9.1, Contractor shall defend, indemnify and hold harmless the Indemnitees from and against any Losses, including Losses relating to personal injuries, death, damage to property, damage to the environment, or infringement of any intellectual property right to the extent caused by the negligence or willful misconduct of Contractor, any Subcontractor or their agents, employees or any other person for whom, directly or indirectly, any one of them may be liable and in any way, occurring, incident to, arising out of, or in connection with (a) the Work or (b) Contractor’s breach of any of its obligations under the Contract Documents.

10.3Generally. The existence or availability of Workers’ Compensation insurance does not relieve Contractor of the obligation to indemnify pursuant to this Article 10. The indemnity obligations do not negate, abridge, or otherwise reduce any other right or obligation of indemnity or contribution which exists in favor of the Indemnitees. These indemnities shall also inure to the benefit of any third-party person suffering Losses, so that such person shall have a direct cause of action against Contractor hereunder. The policies of liability insurance required by this Contract shall include Contractor’s liability under this Article 10 for Losses occurring in the future.

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ARTICLE 11WARRANTIES

11.1Warranties. Contractor warrants that all Work shall be performed by qualified personnel in a competent manner in conformance with the warranties herein and that the Work will comply with, if applicable, any specifications contained in these Contract Documents. Contractor further warrants that the Services will be properly performed in accordance with the applicable industry standards and practices then prevailing at the time of these Contract Documents, or, if higher, at the time such Services are performed. If industry standards and practices conflict with Company requirements, Contractor shall notify Company’s Authorized Representative who will determine and memorialize in writing which requirements will apply. Contractor warrants that any material or equipment furnished to Company hereunder (a) will be of new manufacture and will be free from defects in design, workmanship and materials, (b) will be in compliance, and will have been manufactured and sold in accordance, with all applicable laws, and (c) will have been fully tested to meet the requirements of these Contract Documents. Contractor further warrants that the Material will comply with the Specifications provided to Contractor and will comply with all performance requirements, tolerations and representations provided to Contractor. Contractor agrees that it will obtain and assign or otherwise provide to Company the benefits of any warranties provided by manufacturers or suppliers of material or equipment incorporated into the Material and will perform its responsibilities so that such warranties remain in full force and effect. The warranties of Contractor set forth in this Agreement shall expire upon expiration of the Callback Period.

11.2Remedies. If any of the Work does not comply with the foregoing warranties and Company notifies Contractor of the noncompliance of the Work during the Callback Period, Contractor shall (at its sole expense) promptly repair, replace, or re-perform the nonconforming Work. All costs and expenses associated with access to or repair or replacement of any Material, including all transportation costs, shall be paid by Contractor, and Company may charge Contractor all expenses of unpacking, examining, repacking and reshipping any rejected Material. All re-performed Work shall be performed on a schedule to be agreed upon by Company. The Callback Period for any such re-performed Work shall be extended to one year from the date of such re-performance. If Contractor fails to prosecute the Work properly or to perform any of its other obligations under these Contract Documents, Company, after notice to Contractor, and without prejudice to any other remedy it has, may make good the deficiencies and charge Contractor all such costs (including the costs directly attributable to other services that are required to be performed in connection with the correction of such deficiencies, the cost of additional legal or engineering expense, access, repair, reinstallation, and salvage costs and testing expense) and a 12% administrative fee. If any Latent Defect becomes apparent within the 12-month period following expiration of the Callback Period, Company shall as promptly as practical so notify Contractor, and Contractor shall correct such Latent Defect promptly after receiving such notice, by re-supplying or replacing the Material at Contractor’s expense, notwithstanding any expiration of the Callback Period. The warranties set forth in this Article 11 are provided by Contractor in lieu of all other warranties available at law or equity and whether express or implied, including all warranties of merchantability or fitness for a particular purpose, all such warranties being hereby expressly disclaimed.

11.3Inspection. Company’s inspection, testing, acceptance, payment, or use of any Material or Services shall not affect the warranties and obligations of Contractor under the Contract Documents, and such warranties and obligations shall survive any such inspection, testing, acceptance, payment, or use.

ARTICLE 12RISK OF LOSS AND TITLE

12.1Contractor’s Risk. Except as set forth in this Section 12.1, risk of loss or damage to the Work or any property of Company in the custody of Contractor shall remain with Contractor until Final Acceptance. If any loss of or damage to the Work occurs prior to Final Acceptance, Contractor shall, at its sole expense, promptly repair or replace the portion of the Work affected, provided however, that Contractor shall not bear the risk of loss and shall have no obligation to repair or replace Work lost or damaged by Company or Company’s other contractors, Force Majeure, or site trespass.

12.2Warranty of Title. Contractor warrants that it is authorized to perform theWork contemplated by the Contract Documentsand it is qualified to furnish services constituting or comprised in the Work. Contractor warrants that it has good and merchantable title to all of the Material. Title to any Material furnished by Contractor shall pass to Company upon delivery to the Project Site or, to the extent of the payments made for such Material by Company, on the date that Company makes such payments, whichever occurs first.

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ARTICLE 13SITE CONDITIONS

13.1Site Investigations. Contractor shall have satisfied itself as to the nature and location of the Work, the general and local Site conditions, the transportation and handling of Material, the environmental and physical conditions at the Site, the character of the Material, facilities, Company-Furnished Items attached as Exhibit O, labor conditions, safety and security precautions, and all matters which may affect performance of the Work and Contractor’s price prior to beginning any Work.

13.2Site Conditions. Within two Business Days of discovery and before any such conditions are disturbed, Contractor shall notify Company in writing of (a) latent physical conditions at the Site differing materially from those indicated in the Contract Documents or (b) unknown physical conditions at the Site that are of an unusual nature, and differing from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Contract. Company shall promptly investigate the conditions. If such conditions do materially differ and were previously unknown and should not have been anticipated by using prudent industry practices and that such conditions increase the time or the cost of Contractor to complete the Work, Contractor shall have the right to seek, pursuant to the Change Order provisions of the Agreement, an equitable adjustment in the Contract Price or the Schedule. Contractor shall have no right, power or authority to bring any claim under this Section 13.2, if Contractor fails to notify Company as required or if such claim is asserted after final payment is made under the Contract Documents.

ARTICLE 14MATERIAL PROVISIONS

14.1Material Supply (Specifications). All Material shall be supplied in accordance with the provisions of Exhibit A. Material and major assemblies shall be supplied completely factory assembled, unless the physical size, arrangement or configuration of the Material, or shipping and handling limitations make the shipment of complete assemblies impracticable. Packing slips with Company and Project identifying numbers noted must be included in all shipments and the last shipment must state “Final Shipment.” Contractor shall manufacture only sufficiently in advance of the Schedule to meet deliveries required by such Schedule and in the event of termination of the Project or change in the Work, no claim will be allowed for manufacture or procurement in advance of such Schedule.

14.2Minor Defects. Contractor shall readjust, straighten, and repair minor defects and fabrication errors which are normally encountered in Company-Furnished Items. When field labor is needed to correct significant errors in Company-Furnished Items, Contractor shall furnish such labor where so requested by the manufacturer or by Company with the consent of the manufacturer, and Contractor shall be entitled to seek a Change Order for such work.

14.3Routing of Shipments; Shipping. Contractor shall supply the Material “F.O.B. destination”. Company may designate its preferred mode of shipment, including specifying the type of vehicle or trailer that Contractor may use to deliver the Material. Company may route all shipments of Material or any part thereof. If freight is included in the price of the Material and Company’s routing would increase Contractor’s transportation costs, Contractor shall notify Company of such fact before shipment. If Company still specifies the more expensive route, Company shall reimburse Contractor for the amount of the difference between the less expensive and more expensive transportation costs. If, however, Contractor fails to timely notify Company of the increased costs, Contractor shall pay for the additional transportation costs. Contractor shall wrap, pack, crate, load, enclose, and brace the Material on the carrier in a good, workmanlike manner and in accordance with applicable standard trade practice.

14.4Receiving, Handling, and Storage. Contractor shall receive from carriers at the job site, check, unload, handle, and store all materials and equipment which are to be incorporated in the Work. If Material is in storage at a Company facility or other designated location, Contractor shall be responsible for loading at such location, transporting to job Site and unloading. Contractor shall become responsible for all Company-Furnished Items upon delivery to Contractor, and Contractor shall thereafter be responsible for the loss or damage to the material except to the extent caused by Company, its contractors, Force Majeure, or site trespass. All unused Company–Furnished Items shall be returned by Contractor to Company in accordance with the directions of Company’s engineer. Any material lost or damaged by Contractor shall be replaced at Contractor’s expense.

14.5Contractor’s Duty to Check. Contractor must check all dimensions, elevations, and quantities indicated on the Drawings and Specification. Contractor must notify Company of any discrepancies between the Drawings and Specifications and the conditions at the Site, or any error or omission in the Drawings or Specifications, or in the layout as given by stakes, points, or instructions that may be discovered in the course of supplying the Material. Contractor shall not be allowed to take advantage of any error or omission in the Drawings, Specifications, or other Contract Documents. Company will furnish full instructions should such error or omission be discovered, subject to Contractor’s right to seek a Change Order or to dispute Company’s determination.

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14.6Specifications and Drawings. The Specifications and Drawings are intended to supplement but not necessarily duplicate each other. Any Work exhibited in the one and not in the other shall be executed as if it had been set forth in both, so that the Work will be performed according to the complete design as determined by Company.Should anything necessary for a clear understanding of the Work be omitted from the Specifications and Drawings, or should the requirements appear to be in conflict, Contractor shall secure written instructions from Company before proceeding with the Work affected thereby. It is understood and agreed that the Work must be performed according to the true intent of the Contract Documents, as determined by Company.

ARTICLE 15TESTS AND INSPECTIONS

15.1Company’s Attendance. Both Contractor and Company have the right to be represented at any tests required under the Contract Documents and to receive copies of any resulting data. Company shall not be deemed to have accepted the Work or any portion thereof to be so tested prior to the satisfactory completion of tests proving that the Work or such portion thereof is in all respects as represented and as required by the Contract Documents. Reasonable notice of the time and place of each proposed test shall be given by the testing Party to the other in order to permit both to be present or represented thereat. If such tests show the Work not to be as represented or as required by the Contract Documents, Company may, without risk or liability to it, reject the Work, and Contractor shall promptly modify the Work as necessary and re-perform the tests at its own expense, until the Work is as represented and required.

15.2Company Inspections. Company may, at all reasonable times, inspect the Work in process and the facilities where the Work is being performed. Such inspections, if made, shall not in any way relieve Contractor from its obligations under the Contract Documents. If Company elects to make any inspection, it shall notify Contractor in advance to permit it to make appropriate arrangements. If any inspection or test is made by Company on the premises of Contractor or a Subcontractor, Contractor shall provide, and cause its Subcontractor to provide, all reasonable facilities and assistance for the safety and convenience of Company or its representatives in the performance of their duties at no cost or expense to Company. Company reserves the right to hire a third party to inspect, review and comment on Contractor’s Work.

15.3Rejected Work. If Company determines that any of the Work does not comply with the Contract Documents, Company may reject it (with or without instructions as to its removal) or require it to be corrected at Contractor’s expense. If Contractor fails to promptly remove or correct the Work as specified by Company, Company may (a) by another contractor or otherwise, remove or correct the Work and charge to Contractor the cost of such removal or correction, or (b) terminate Contractorfor default as provided in Article 25. Unless Contractor corrects or removes such Work promptly or, if Company directs otherwise, within Schedule, Company may equitably reduce theContractPrice for the Work. Contractor, upon written notice from Company, shall remove all Work rejected as defective or failing to conform to the requirements of the Contract Documents. Contractor shall, at its sole expense, restore all work damaged by such removal, shall promptly replace materials damaged or improperly worked by it and re-execute its own work In accordance with the Contract Documents. This shall include restoration of the Work of any other contractor affected by removal of defective Work. If Contractor does not remove rejected Work within the time specified in the notice, Company may do so and replace such Work at the expense of Contractor.

15.4Timing. Company will inspect and accept or reject the Work as promptly as practicable after delivery, except as otherwise provided in the Contract Documents, but its failure to inspect and accept or reject the Work shall not relieve Contractor from responsibility for Work which does not comply with theContractDocumentsor impose liability upon Company therefore.

15.5Covering the Work. Company may order inspection of questioned Work at any time, and if so ordered, the Contractor must uncover that Work. If that Work is in accordance with the Contract Documents, Company shall pay the cost of re-examination and recovering. If that Work is not in accordance with the Contract Documents, then Contractor shall remedy such nonconforming Work at Contractor’s expense.

15.6Final Inspection. Contractor shall notify Company when, in its opinion, the Work (including all submittals, data, tests and all other requirements under the Contract Documents) is complete. Company shall inspect the Work and notify Contractor in writing (a) that the Work is satisfactory and is acceptable to Company or (b) of the parts of the Work do not conform to the Contract Documents. Contractor shall correct such non-conforming Work to suit Company’s schedule, at Contractor’s sole expense.

ARTICLE 16COMPANY’S USE OF THE WORK

16.1Company’s Use. Company shall have the complete and unrestricted right to take possession, and use portions, of the Work before it is completed. Any such possession or use shall not be deemed an approval or acceptance of any of the Work or portion thereof which does not conform with, or a release of Contractor from any of its obligations under, the Contract Documents. With respect to any Work used by Company prior to Final Acceptance, the Callback Period for such Work shall commence on the earlier of (a) 60 days after Guaranteed Substantial Completion Date or (b) the first day the pipeline commences commercial operation by opening the valve for gas flow.

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16.2Submittals. Any submittals or Drawings required by the Contract Documents to be submitted to Company for review shall be submitted by Contractor without unreasonable delay and any Work affected thereby started prior to written acceptance by Company shall be at Contractor’s risk. Submittals and Drawings shall not be deemed to have been “submitted” unless Company deems that such submittals or Drawings are complete, contain all required data and details, and comply with the industry standards or standards of care applicable to such submittals or Drawings. All submittals or Drawings provided by Contractor may be used by Company in connection with the installation, startup, maintenance, operation, and repair of the Work and may be transferred to any transferee of the Work. Review by Company shall not relieve Contractor from fulfilling all of Contractor’s obligations under the Contract Documents, including obligations relating to design and detailing, nor shall it be deemed as an acceptance by Company of any defective Work or Defective Services by Contractor. As far as practicable, each submittal or Drawing shall bear a cross-reference note referring to the sheet number or numbers of Company’s Drawings or Specifications showing the same Work.

ARTICLE 17SITE SAFETY AND SECURITY

17.1Site Safety. Contractor agrees to initiate and comply with the Contractor Safety and Health Program which serve as the minimum safety requirements for the Site. Contractor agrees to fully advise all of its employees, agents, Subcontractors, and others working for Contractor at the Site, of the contents of the Contractor Safety and Health Program and all necessary environmental, safety, and health procedures required by Company and applicable Law. Contractor shall be responsible for Project safety with respect to Contractor’s Work. Contractor and its Subcontractors shall develop a safety program at least as stringent as Contractor Safety and Health Program. Contractor shall review and monitor the safety programs of Subcontractors to confirm that such safety programs are consistent with Contractor Safety and Health Program and applicable Law. Further, Contractor shall continuously inspect the Work to identify any unsafe conditions and shall promptly take action to correct any condition that is unsafe. Contractor warrants that it is able to perform the Work hereunder and that it is familiar with and knowledgeable about all Law to the extent necessary to carry out its duties hereunder in a safe and competent manner. Upon notice of non-compliance with any of the Site safety requirements, Contractor shall immediately cease the Work in the affected area and shall bear all costs until the unsafe conditions are corrected. Contractor shall not be entitled to an extension of time, additional compensation, or damages by reason of or in connection with such cessation of the Work.

17.2Security Regulations. Contractor shall comply with Company’s security regulations in effect at any time governing the admittance of Contractor’s employees to the Site and their identification while there. Each person entering or leaving the Site is subject to a search of their effects, their vehicles, and themselves in accordance with Company’s security regulations. Contractor shall advise its personnel of Company’s security regulations and its right of search and shall obtain from its personnel informed consents to such searches. Contractor shall furnish and install all necessary facilities to provide safe means of access to all locations where Work is being performed, and will have two security personnel at the Site each Day and shall, under no circumstance have any obligation to provide more than two security personnel each day. Company will have the right to have its own site security personnel at the Site, but in no event will Company be liable for the safety or security of Contractor’s personnel, representatives, or equipment.

17.3Reporting. Contractor shall immediately report to Company any accident, incident, injury, illness, or unusual occurrence during performance of the Work at the Site, including personal injury or death to any individual or any damage to any of Company’s property, the Site, or adjacent property. Contractor shall submit a copy of all non-privileged accident reports to Company’s Authorized Representative within 24 hours after an accident.

17.4Emergencies. In any emergency affecting the safety of persons or property on a Project, Contractor shall act, at its reasonable discretion, to prevent threatened damage, injury, or loss. Any extension to the Schedule or request for an adjustment of the Contract Price claimed by Contractor on account of emergency work shall be subject to the terms of Article 23 and documented in a request for an appropriate Change Order.

17.5Cleanliness. Contractor shall at all times keep the job Site clean and cause trash, debris, and rejected and waste materials to be removed from the Site and disposed of. Upon completion of the Work, all Contractor-owned facilities, materials, and equipment shall be removed from the Site. All surfaces damaged by deposits of foreign materials such as oil, grease, weld spatter, and paint shall be restored to their original conditions. If Contractor fails to do so, Company’ may perform such work at Contractor’s expense.

17.6Site Trespass. In the event of a work stoppage caused by a planned or unplanned protest or trespass, the Contractor shall notify Company within one hour of the work stoppage and follow the trespass protocol identified in Exhibit Q (Trespass Protocol). Contractor shall, and Company reserves the right to, temporarily relocate Contractor’s workforce elsewhere on the Project. Any such relocation will be considered a crew move-around. Any Contractor stand-by time associated with a crew move-around for a planned or unplanned work stoppage caused by a protest or trespass will be considered crew stand-by time, and Contractor has a right to seek a Change Order for the costs related to such stand-by time, which, if approved by Company, will be paid in accordance with the provisions of Article 17, Exhibit C, and Exhibit P, Appendix P-1 (Labor and Equipment Rates) as applicable.

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ARTICLE 18ENVIRONMENTAL REQUIREMENTS

18.1Hazardous Substances Brought or Used by Contractor. Contractor will remove, transport, and dispose of at its cost any Hazardous Substances: (a) transported or released onto the Site or on off-site rights of way and easements by Contractor or any Subcontractor, but not any Company Hazardous Substances released onto the Site unless such release of Company Hazardous Substances was caused or exacerbated in whole or in part by Contractor’s negligence or willful misconduct or (b) used as part of Contractor’s or any Subcontractor’s work at the Site. As required under Federal Hazardous Communications Standards and certain state and local Laws, Contractor shall maintain Material Safety Data Sheets covering all Hazardous Substances furnished under, brought on the Site under, or otherwise associated with, the Work under this Contract and provide them prior to or at the time Hazardous Substances are delivered to or otherwise brought on the Site. If Contractor does not bring any hazardous materials on the Site, Contractor shall provide Company with copies of a document certifying that no Material Safety Data Sheets are required under any Laws in effect at the Site.

18.2Pre-Existing Hazardous Substances. Company’s existing facilities (which include the land on which the Work will be performed) may contain Hazardous Substances not brought to the Site or used by Contractor or its Subcontractors (“Company’s Hazardous Substances”). Should Contractor or any of its Subcontractors encounter or have reason to believe that Company’s Hazardous Substances are present while performing Work, Contractor must immediately notify Company. Contractor shall take the necessary precautions to prevent disturbing Company’s Hazardous Substances adjacent to the Work. If the Work cannot be continued without disturbing or exposing such material, Contractor shall stop Work in the immediate vicinity.

18.3Investigation and Determination. Contractor will notify Company if Contractor has reason to believe that it has encountered Company’s Hazardous Substances, Company will investigate the material and determine whether Hazardous Substances requiring removal or abatement exist. If Company’s Hazardous Substances requiring removal or abatement are not present, Contractor shall immediately resume any of its operations that have been stopped.

18.4Plan for Removal or Abatement. Unless otherwise identified in the Contract Documents or where Contractor, using prudent industry practices, should have knowledge of the condition, the discovery of Company’s Hazardous Substances is a differing site condition under Article 13. Contractor shall have no responsibility for the containment, removal, abatement, clean up or remediation of any Company’s Hazardous Substances encountered in performance of the Work. Contractor will provide Company with all documentation related to the condition in Contractor’s possession or as required by applicable Laws for Company’s removal and disposal of Hazardous Substances.

18.5Contractor Chemical Use and Disposal Requirements. Contractor shall not bring chemicals on Company’s property without the prior approval by Company. Any chemicals not on Company’s approved list must be submitted for review, written approval, and addition to Company’s approved list. Company will be listed as the generator for any chemicals on the Company’s approval list. If Contractor uses any chemicals that are not on the approved list, all waste generated becomes the sole responsibility of Contractor and the waste must carry Contractor’s applicable EPA and applicable state identification number as the generator. Contractor shall obtain temporary identification numbers from the applicable regulatory agency before disposal. Hazardous Substance shall not be disposed without prior consent of Company’s Environmental Compliance Department. All handling and storage of Hazard Substances must meet all applicable federal and state regulations. Excess chemicals or waste shall not be left on site at the completion of the job without the permission of Company. Contractor will contact Company within 24 hours (or immediately if required by environmental Law) via Company’s environmental hotline (314-575-5077), and will provide subsequent notification to Company in writing on or before 72 hours, after becoming aware of any actual or alleged violation or noncompliance with any environmental Law in connection with the Work, including any release or disturbance of Hazardous Substances.

18.6Notice. All notifications regarding environmental Law or requirements shall be given promptly to Company’s Authorized Representative. Contractor shall provide written notice of the presence of all Hazardous Substances found on or brought to the Site by Contractor or its Subcontractors to local fire, medical, and law enforcement agencies as required by Laws with a copy of such notice to Company.

18.7Inclusion in Subcontracts. The substance of this Article 18 shall be included in all Subcontracts issued by Contractor for Work performed at the Site.

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18.8Material Safety Data Sheets Required. As required under Federal Hazardous Communications Standards and certain state and local Laws, Contractor shall maintain Material Safety Data Sheets covering all Hazardous Substances furnished under, brought on the Site under, or otherwise associated with, the Work under this Contract and provide them prior to or at the time Hazardous Substances are delivered to or otherwise brought on the Site. If Contractor does not bring any hazardous materials on the Site, Contractor shall provide Company with copies of a document certifying that no Material Safety Data Sheets are required under any Laws in effect at the Site.

18.9Labeling and Training. The Contractor shall provide labeling of Hazardous Substances and training of their employees in the safe usage of such materials as required under any applicable Laws.

ARTICLE 19DRUGS AND ALCOHOL

All Contractor and Subcontractor personnel, including administrative and supervisory employees, shall be subject to alcohol and substance abuse screening while at any Company location. Contractor will not be reimbursed for employee or Subcontractor lost time for drug testing. Consideration will be given to keep Project disruption to a minimum. Contractor shall immediately remove, and deny access to Company’s Site to, any employee or principal of Contractor or Subcontractors who violates or can be reasonably suspected by Contractor of violating the policy adopted by Contractor to conform with this Article 19, for such time as required by Contractor’s drug and alcohol policy. For all Contractor personnel removed from Site, Contractor shall provide all information and documentation necessary for Company’s security records.

ARTICLE 20TAXES

Unless otherwise set forth in the Contract Documents or unless otherwise required by Law, all applicable taxes (including all applicable federal, state and local net or gross income or gross receipt taxes and all use and similar taxes) are included in the Contract Price set forth in these Contract Documents, and Company shall not be required or obligated to reimburse Contractor for any taxes or similar expenses which may arise or be incurred in connection with these Contract Documents. Where applicable, Company shall furnish a copy of its direct payment permit, a tax exemption certificate, or similar evidence of exemption with respect to any such tax, and in such event Contractor shall not bill or otherwise charge Company for such taxes. Contractor shall be solely liable for any taxes and contributions for unemployment insurance, old age retirement benefits, life pensions, annuities and similar benefits, which may now or hereafter be imposed by Law or collective bargaining agreements with respect to persons employed by Contractor to perform the Work.

ARTICLE 21LIENS

21.1Lien Waivers. For Projects involving the construction of improvements to Company’s property, as a condition precedent to payment, Contractor shall submit with each invoice an conditional partial lien waiver (attached hereto in the form of Exhibit I, Attachment 2) for the amount requested in the current invoice as well as, if applicable, lien waivers from its Subcontractors for the preceding payment. Both Contractor and its Subcontractors shall provide Company a final lien waiver as a condition precedent to payment by Company of the final invoice. Both the partial lien waivers and the final lien waiver shall become enforceable upon issuance of payment by Company.

21.2Lien Free Projects. Provided that Company has made all undisputed payments for the applicable portion of the Work that are due and owing pursuant to this Agreement, Contractor agrees to keep Company’s property free and clear of, and shall promptly release or cause the release of, all liens, lien claims, recorded notices, claims for nonpayment, or lis pendens filed of record by any Subcontractor (regardless of tier). Provided that Company has made all undisputed payments for the applicable portion of the Work that are due and owing pursuant to this Agreement, Contractor agrees to indemnify and hold Company harmless from all liens and lien claims made, recorded, asserted, or filed on the Work or on any property on which it is being performed, on account of any labor performed or Material furnished by Contractor, Subcontractors (regardless of tier) and other persons in connection with the Work. Provided that Company has made all undisputed payments for the applicable portion of the Work that are due and owing pursuant to this Agreement, Contractor further agrees to keep Company, Material, the Work, the Site, and any fund from which construction costs are to be paid free and clear of all liens and lien claims arising from the performance of any of the Work covered by this Agreement. Contractor’s obligation hereunder includes paying for any attorneys’ fees, court, and other costs incurred by Company in connection with any such lien or lien claims.

21.3Right to Discharge Liens. Should any lien or lien claim prohibited in this Article 21 be so asserted, whether due to nonpayment of the claimant or otherwise, unless contested by Contractor in good-faith, Company may at its sole discretion and without limiting or waiving any rights or remedies of any other interested person: (a) pay the amount of such lien or lien claim either directly to the claimant or by issuance of joint payment to Contractor and the claimant; (b) retain from payments then due or which thereafter become due to Contractor, whether under the Contract Documents or otherwise, an amount sufficient to discharge the claimed amount

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and to hold Company harmless from any cost, expense, Losses, or damage incurred in connection with the claim, including reasonable attorneys’ fees, expenses and court costs; (c) require Contractor to obtain and record a properly executed release of lien satisfactory to Company; or (d) require Contractor to execute a title indemnity agreement acceptable to Company or to record a properly executed bond (provided by a surety acceptable to Company) in the minimum amount of one and one-half times the amount of the recorded lien or lien claim or such other greater amount as may be required by Company. This obligation shall survive early termination of this Contract or Final Completion of the Work or any component thereof.

ARTICLE 22AUDIT AND RECORDS

Contractor shall keep accurate and complete Account Records showing compliance with the Law and showing all charges, disbursements, expenses, Subcontractor charges, and evidence of unit pricing quantities in connection with the Work. Unless otherwise required by Law, Contractor shall preserve such Account Records for at least three years after, as applicable, Final Acceptance or termination of the Contractor. Except for Account Records (including Subcontractor Charges) showing detail of fixed or lump sum pricing or the build-up of unit pricing, Account Records shall be available at all reasonable times for inspection, audit, or reproduction by Company, its representative, or designee or appropriate governmental bodies without additional cost to Company. Account Records showing detail of fixed or lump sum pricing or the build-up of unit pricing shall be available at all reasonable times for inspection, audit, or reproduction by appropriate governmental bodies without additional cost to Company, and such Account Records shall be provided to a requesting governmental body as soon as reasonably practical or as requested by such governmental body. For any portion of the Work performed or any payments made, on a cost reimbursable, time and material, or labor hour basis, or similar model, such Account Records will be available for Company review at reasonable times and shall also include reasonable detailed evidence of such charges, including, where applicable, hourly logs and individual expenses.

ARTICLE 23CHANGE ORDERS

23.1Changes in the Work. Company has the right to order changes to be made in the Work. Contractor will not be entitled to any additional compensation for any out-of-scope Work performed prior to the execution of a Change Order by both Company and Contractor. If changes requested by Company affect the scope of the Work to be performed, Contractor’s costs, or the Schedule, Contractor will be entitled to seek an equitable adjustment in the Contract Price and/or Schedule through a Change Order the form of which is attached hereto as Exhibit P. Any claim by Contractor for adjustment shall be deemed waived unless made in writing within ten Days after receipt by Contractor of notice of such change request. Unless agreed by Company in writing, all requests for payments made pursuant to a Change Order shall be submitted by Contractor in invoices separately from the amounts due pursuant to the scope of Work as originally specified in these Contract Documents. All invoices covering additions or credits to these Contract Documents shall refer to the specific change order or similar written authorization issued by Company with respect to the addition or credit and will not be honored unless this reference is included.

(a)    If the changes requested by Company do not involve extra cost, Contractor will not be entitled to additional compensation. If the changes requested by Company reduce in any way the Work, Contractor will not be entitled to any claim for lost profits or other damages and Company will be entitled to a credit against the Contract Price in an equitable amount, but subject to allowance to Contractor for its actual costs incurred for the purchase, rental, delivery and subsequent disposal of materials and equipment required for use in performance of the Work but not used due to the Change Order and not used by Company.

(b)    If the changes requested by Company increase the Work to be performed, such increase shall be paid for by Company as evidenced by a mutually signed Change Order as determined by Company and Contractor in one of the following methods, either: (i) by agreed unit price, (ii) by agreed lump sum, or (iii) only when the additional Work cannot be clearly identified or estimated or when directed by Company pursuant to Section 23.1(c).

(c)    Company may require Contractor to perform the Change Order Work based on the actual direct costs reasonably and prudently incurred or estimated to be incurred in the performance of the changed Work by Contractor including markup for G&A plus 12%. In no event shall the rates used by Contractor in pricing any Change Order Work exceed the rates set forth in Exhibit C (Unit Pricing) or Exhibit P, Appendix P-1 (Labor and Equipment Rates), as identified in the applicable Change Order. Contractor shall not be permitted to additional markup on any costs incurred by Contractor’s Affiliates or subsidiaries. Contractor shall submit a detailed cost breakdown including manhours by craft or discipline, quantities of material, equipment and other applicable costs. Owner shall have access to Change Order pricing and all related cost buildups for submitted Change Orders.

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23.2Contractor Change Requests. If Contractor would like to seek a Change Order, Contractor must give Company written notice within five Days after Contractor’s knowledge of the occurrence of the event giving rise to such request. Within five Days of any such notice, Contractor shall provide Company with an appropriate statement setting forth the reasons why Contractor believes additional compensation or additional time should be granted and include the nature of any costs to be incurred, including reasonable adjustment to other applicable Contract provisions, and if Contractor is seeking additional time, an analysis of the prospective delay to the Critical Path of the Work (a “Contractor Change Request”). The impact to the Critical Path shall be measured against Contractor’s completion date as stated on its updated Schedule current at the time the impact occurs. Any Change Order granting Contractor additional time shall adjust the Guaranteed Substantial Completion Date. If Company accepts any such Contractor Change Request, a Change Order shall be executed by the Parties and the Contract Price or Project Schedule, or both, as the case may be, shall be adjusted in accordance with the terms of such Change Order. If Company rejects a Contractor Change Request, no Change Order will be executed, subject to Contractor’s right to dispute the rejection, while continuing to perform the Work.

23.3No Change Order for Contractor Delay or Error. To the extent the delay or suspension of the Work causes a delay to the Critical Path of the Project Schedule and is caused by Contractor or any Subcontractor, no adjustment will be made to the Contract Price or Project Schedule, and Contractor shall propose a recovery plan acceptable to Company. Excess costs for such work will be Contractor’s responsibility. Further, no Change Order shall be issued and no increase to the Contract Price or adjustment to the Project Schedule shall be made in connection with any correction of errors, omissions, deficiencies, or improper or Defective Work on the part of Contractor or any Subcontractors in the performance of the Work.

23.4Duty to Continue the Work. If, within ten Days after a Contractor Change Request or changes requested by Company, Company and Contractor are unable to agree upon an acceptable adjustment in the Project Schedule and acceptable changes in the Contract Price, then Contractor shall proceed with the Work following Company’s written direction to do so; provided, that, (a) with respect to a Contractor Change Request, Company reserves its rights to dispute any claims of Contractor and (b) with respect to Company requested changes, Contractor reserves its right to seek a Change Order but in the interim will be paid at the costs set forth in Section 23.1(c).

23.5Effect of Changes in the Law. The Contract Price is based on applicable Laws in effect as of the Effective Date as well as those enacted or adopted by not yet in full force and effect as of the Effective Date. After the Effective Date, if a change occurs to any Laws that affects performance of the Work by Contractor, or any Subcontractor, Contractor shall comply with such changed Laws. Contractor may be entitled to an equitable adjustment for the impact of any changed Laws.

ARTICLE 24DELAY, ACCELERATION

24.1No Extension of Final Completion Date. Except to the extent caused by Company, its contractors, Force Majeure or site trespass, if there is any delay such that the Guaranteed Substantial Completion Date is not reasonably likely to be met, at any time during the execution and completion of any portion of the Work, then Contractor shall employ additional personnel and material as are necessary to accelerate the progress of the Work to meet the Milestone Dates, including the Guaranteed Substantial Completion Date and the Final Completion Date identified in the Contract Documents. Subject to the provisions of the Contract Documents, Company will not pay, and Contractor shall bear, Contractor’s increased costs related to Contractor’s accelerated performance. Subject to the terms of the Contract Documents, Contractor acknowledges and agrees that no extension to the Final Completion Date shall be granted unless agreed to in writing by Company and Contractor. If Contractor fails to meet the Guaranteed Substantial Completion Date, it will be subject to the liquidated damages detailed in Exhibit N.

24.2Acceleration Ordered by Company. If Contractor is failing to perform the Work in accordance with the Schedule, then Company may, in its sole discretion, direct Contractor to accelerate the Work by employing additional personnel and material, by providing overtime to existing personnel as is necessary to complete the Work by the Milestone Dates, by using expedited or express shipping, or by any other means necessary. Any additional costs associated with the acceleration ordered by Company shall be at Contractor’s expense.

24.3Extension of Time. Upon any delay caused by Company, its contractors, Force Majeure, or site trespass, the date of delivery or performance shall be extended for a period equal to the time lost by reason of such delay. Subject to the provisions of Article 23, upon any delay caused by Company or its contractors, the Contract Price shall be adjusted so that the Company pays Contractor all of Contractor’s actual direct costs caused by such Company-caused delay. Subject to the provisions of Article 23, upon any delay caused by Force Majeure, the Contract Price shall also be adjusted so that Company pays Contractor fifty percent (50%) of Contractor’s actual direct costs during the Force Majeure delay period. The term “Force Majeure” means any extraordinary acts, events, or occurrences that are beyond the reasonable control of, not caused by the fault, negligence or willful misconduct of, and could not be anticipated or foreseen by Company or Contractor, including acts of God, earthquakes, floods, tornado, tidal wave, damage from lightning, fire, quarantine, blockade, governmental acts (other than the time periods associated with obtaining approvals necessary from governmental agencies), court orders or injunctions, war (declared or not), rebellion, terrorism (foreign and domestic), riots, insurrection or civil strife,

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sabotage, or explosions. A Force Majeure delay does not include: (a) strikes, work stoppages or other labor dispute including those where such strikes, work stoppages or other labor dispute are related to a local, national or regional strike, or those caused (in whole or in part) by: (i) breaches of any collective bargaining agreement by Contractor or any of its Subcontractors, (ii) actions of Contractor toward Company’s personnel, or Company’s contractors’ personnel, or (iii) unfair labor practices of Contractor; (b) Contractor or its Subcontractors’ inability to obtain labor or to pay monies due and owing to any third party or Subcontractor; (c) actions, inactions or non-performance on the part of Subcontractors; (d) the inability of Contractor to secure labor to perform the Work; (e) weather conditions other than those specifically listed herein; or (f) any event the impact of which Contractor claims is two Days or less and the impact does not affect activities on the Critical Path. Both Parties shall be prompt in restoring normal conditions, establishing new schedules and resuming operations as soon as the event causing the failure or delay has ceased. Contractor shall promptly notify Company of any delay and its effect on the Work and must demonstrate to Company that Contractor has used all reasonable means to minimize the delay. Contractor’s inability or refusal to supply sufficient labor, equipment, or material to complete the Work shall not be excused hereunder.

ARTICLE 25COMMENCEMENT, DELAY, TERMINATION AND SUSPENSION

25.1Early Commencement. Company may request that Contractor accelerate either or both of the HDD Mobilization Date or Construction Mobilization Date. Working together with Company, Contractor will use commercially reasonable efforts in good faith to meet Company’s early commencement request, in whole or in part, to the extent Contractor and its Subcontractors have capacity to do so. Any changes to the HDD Mobilization Date or Construction Mobilization Date will be set forth in a Change Order executed by Company and Contractor.

25.2Commencement. Contractor will not mobilize for any Work prior to, as applicable, the HDD Mobilization Date or, with respect to the Construction Mobilization Date, the expiration of any Delay Periods elected by Company; unless, in each case, Company authorizes Contractor to do so. Once Contractor mobilizes for applicable Work, Contractor will diligently pursue and perform such applicable Work.

25.3Delayed Commencement. Company will have the right to delay the Construction Mobilization Date by payment of a standby fee for up to seven delay periods (each, a “Delay Period”) as described in the following table:

	Period Length	Total Delay	Period Delay Fee		Total Delay Fee
1st Delay Period	15 Days	15 Days	$	1,000,000	$	1,000,000
2nd Delay Period	15 Days	30 Days	750,000		$	1,750,000
3rd Delay Period	15 Days	45 Days	$	750,000	$	2,500,000
4th Delay Period	15 Days	60 Days	$	850,000	$	3,350,000
5th Delay Period	15 Days	75 Days	$	950,000	$	4,300,000
6th Delay Period	15 Days	90 Days	$	950,000	$	5,250,000
7th Delay Period	15 Days	105 Days	$	950,000	$	6,200,000

For any delay to the scheduled commencement of mainline work (meaning the commencement of locate and pothole activities by Contractor) past August 1, Contractor will have the right to seek a Change Order for any seasonal impacts resulting from the delay upon Contractor documenting the seasonal impacts and the Project Schedule, Milestone Dates, and Guaranteed Substantial Completion Date shall be extended to account for the delay.

If Company delays the Construction Mobilization Date and the HDD Mobilization Date, and if, as a result, the HDD Mobilization Date would occur before the Construction Mobilization Date, then the HDD Mobilization Date will be correspondingly delayed to occur on the same day as the Construction Mobilization Date.

25.4Contractor’s Termination due to Delay. Contractor will have the right by written notice to Company to terminate this Agreement without liability, unless otherwise provided herein, after the expiration of the 6^th Delay Period, but the standby fee owed to Contractor will be limited to $4,900,000 regardless of when Contractor terminates. In addition to the standby fee, Company will owe Contractor for the value of the Work completed as of the termination date. But, any amounts owed to Contractor will be netted against any advance payments received by Contractor, which could require Contractor reimburse Company.

25.5Termination with Cause. If (a) Contractor fails to perform the Work at the time specified, or (b) Contractor breaches any other provision of these Contract Documents and if the breach is not cured within ten Days of delivery of notice of such breach, then Contractor shall be in default hereunder and Company may elect to terminate these Contract Documents, or to continue these Contract Documents subject to receiving adequate assurances of performance from Contractor. Although Company shall use reasonable

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efforts to mitigate the cost for completion of the Work, Company may employ any person, firm, or corporation to finish the Work by whatever method Company may deem expedient and may undertake such expenditures as in Company’s sole judgment will best accomplish the timely completion of the Work (including, where necessary, the entry into agreements without prior solicitation of proposals). On termination for cause, Company shall not be required to make any payments to Contractor with respect to Work that has not been performed as of the date of termination. If the cost to Company of completing the Work, including costs of accelerated or expedited construction methods customarily and actually performed in an attempt to mitigate any delay by Contractor and reasonable charges for administering any subcontract and for legal fees associated with the termination exceeds the Contract Price, then Contractor shall be liable for the amount of such excess. Company shall be entitled to offset any such excess costs against any amount due Contractor for Work performed prior to termination. Company shall not be required to make any payments to Contractor with respect to Work that has not been performed as of the date of early termination, including anticipated overhead or profit for Work not performed by Contractor, and any amounts owed to Contractor will be netted against any advance payments received by Contractor, which could require Contractor reimburse Company.

25.6Termination or Suspension without Cause. Subject to Section 25.2, Company may at any time on three Days’ notice to Contractor extend, suspend, or delay Contractor’s performance or terminate these Contract Documents for Company’s convenience. Any compensation payable to Contractor through the effective date of early termination shall be prorated, based solely on the value of the Work completed, and Company shall not be required to make any payments to Contractor with respect to Work that has not been performed as of the date of early termination, including anticipated overhead or profit for Work not performed by Contractor, and any amounts owed to Contractor will be netted against any advance payments received by Contractor, which could require Contractor reimburse Company. Company shall also pay Contractor for all actual, direct costs incurred by Contractor as a result of the suspension or termination without cause, including the costs of demobilization, cancelling supply (provided that Company has approved all Subcontractor cancellation fees prior to the execution of the Subcontract), and subcontract agreements, committed materials, and rental and lease fees.

25.7Resumption of Work. If Company extends, delays or suspends Contractor’s performance Contractor shall thereafter resume its performance as soon as is practicable when directed to do so by Company. Any dates for performance by Contractor which are affected by an extension, delay or suspension of Company, together with any payment schedules in these Contract Documents, shall be extended for a period not to exceed the time lost by reason of the extension, suspension or delay.

ARTICLE 26CLAIMS

If Contractor has any claim, including claims for equitable adjustment, against Company, such as for extra work, changes, or delays, notice of each such claim shall be submitted in writing to Company. Any claim by Contractor shall be deemed waived unless made in writing within ten Days after the occurrence of the event that precipitated the claim. The submission of any claim or dispute shall include a concise statement of the question or issue in dispute, together with relevant facts and documentation to fully support the claim. Company will consider no claim for additional compensation for work outside of Contractor’s scope of Work, unless Contractor has followed the procedures enumerated in Article 23.

ARTICLE 27DISPUTE RESOLUTION

27.1Mediation. If any dispute arising out of or relating to this Contract is not resolved by executives of both Parties at levels at least one level above the Project personnel who have previously been involved in the dispute, such dispute shall be submitted to mediation to any one of the following mutually agreed to mediators American Arbitration Association (AAA), JAMS, or any mutually agreed to mediator. Any and all disputes arising out of or relating to this Contract shall be subject to mediation as a condition precedent to litigation. The mediation shall be administered at the mediator’s office location closest to the location of the Project. The mediation session shall take place at a location mutually agreed to by the Parties. If the mediation process has not resolved the dispute within 30 Days after the mediation session, or such longer period to which the Parties may agree, the mediation process shall cease. If the mediation process has not resolved the dispute within 30 Days of the submission of the matter to mediation or a longer time if agreed to by the Parties, then either one of the Parties may file a complaint, subject to the provisions of Section 31.5. All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purpose of the Federal Rules of Evidence and state rules of evidence. Each Party will bear its own costs for this dispute resolution phase, including splitting the cost of the mediator.

27.2Work to Continue. In the case of any dispute (including any dispute which is or may be the subject of mediation or litigation), Contractor shall continue to perform the Work pending final determination of the dispute, and Company shall continue to make payments to Contractor for those portions of the Work completed that are not the subject of dispute, in accordance with the Contract Documents.

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ARTICLE 28DELIVERY AND RETENTION OF DOCUMENTATION

28.1Documentation and Proprietary Information. Company shall not be prohibited from disclosure or use of proprietary or confidential information or documents relating to the Work which are required by Company in order to permit Company to obtain the full benefits of the Work. If Company transmits any information to Contractor which Company considers proprietary, Company may so designate such information. Contractor shall use that information, and any other information that Contractor knows or has reason to know is proprietary or confidential to Company, exclusively in connection with the Work and shall not publish or otherwise disclose it to any third party.

28.2Documentation. Contractor shall provide Company with all information and documentation (which includes Drawings (including any as-built Drawings), Specifications, reports, and designs) within Contractor’s scope of Work and which is required by Company for the design, construction, licensing, quality assurance, safety, operation, bidding, or maintenance of the Work or of the facility for which the Work is intended. Such documentation shall include, if applicable, Documents containing the original equipment manufacturer make, model or part number, drawings, specifications, manuals or instructions for any Material. Contractor shall promptly provide to Company all such information and other materials relating to the Work that Company may request in connection with any filing or other submission Company is making with any regulatory or other governmental body. Contractor may disclose all such information to such regulatory and other governmental body as required by Law. Contractor shall notify Company’s Authorized Representative immediately upon such request and in advance of such disclosure. In addition, Contractor shall cooperate with Company as requested by Company with respect to such filings or submissions.

28.3Retention of Documents. Unless otherwise required by Law, Contractor agrees to retain and maintain (at no additional cost to Company) at least one record set of all documents obtained or generated in the course of performing the Work for a period of three years from the date of the completion of the Work. Contractor, at the end of the three-year period, shall notify Company if Contractor intends to destroy the documents. If Company requests that some or all of the documents be preserved for an additional reasonable period of time, Contractor shall comply with Company’s request, but has the option to return the documents to Company for retention. Any request by Contractor to destroy such documents shall be in writing and sent to Company at the address for notices.

ARTICLE 29CONFIDENTIAL INFORMATION

29.1Contractor’s Obligations. During the term of this Contract and thereafter, except as Company may authorize in writing, Contractor shall, and shall cause its employees and Subcontractors to: (a) treat and cause to be treated as confidential all Confidential Information, as designated by Company; (b) not disclose any Confidential Information to any third party or make available any reports, recommendations, or conclusions based on the Confidential Information to any third party without Company’s prior written approval; (c) reveal the Confidential Information only to those employees and Subcontractors of Contractor who require such access in order to perform the Work hereunder; (d) if requested by Company, grant access to Confidential Information only to employees of Contractor or its Subcontractors who have signed a confidentiality agreement; (e) use Confidential Information only in connection with performing the Work pursuant to the Contract Documents; (f) make copies of any tangible embodiment of Confidential Information only as necessary for performing the Work; (g) remove any tangible embodiment of Confidential Information from the Site of Company only with the express permission of Company; and (h) return any or all tangible embodiments of Confidential Information to Company promptly following the request of Company, and in any event upon completion of performing the Work pursuant to the Contract Documents. Contractor may disclose all such information to such regulatory and other governmental body as required by Law. Contractor shall notify Company’s Authorized Representative immediately upon such request and in advance of such disclosure.

29.2Irreparable Harm. Contractor acknowledges that the breach of any of the covenants contained in this Article 29 or Article 30 will result in irreparable harm and continuing damages to Company and Company’s business, and that Company’s remedy at law for any such breach or threatened breach would be inadequate. Accordingly, in addition to such remedies as may be available to Company at law or in equity in the event of any such breach, any court of competent jurisdiction may issue an injunction (both preliminary and permanent), without bond, enjoining and restricting the breach or threatened breach of any such covenant, including, but not limited to, an injunction restraining Contractor from disclosing, in whole or in part, any Confidential Information. Contractor agrees that it will not have the power to raise the issue of adequate remedy at law as a defense to any action by Company for an injunction to prevent any disclosure by Contractor of Confidential Information. Contractor shall pay all of Company’s costs and expenses, including reasonable attorneys’ fees and accountants’ fees, incurred in enforcing such covenants. The obligations of this Article 29 shall survive any termination of this Contract.

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ARTICLE 30OWNERSHIP OF WORK PRODUCT

30.1Work Product. Any and all products of the Work performed by Contractor, any Subcontractor and any of their employees under the Contract Documents, including all inventions, discoveries, formulas, processes, devices, methods, compositions, compilations, outlines, notes, reports, system plans, flow charts, source codes, and other forms of computer software including computer modeling, algorithms, procedures, policies, data, documentation, and other materials or information which Contractor, any Subcontractor or any of their employees may conceive, invent, author, create, reduce to practice, construct, compile, develop, or improve in the course of performing the Work or otherwise delivered to Company as part of the Work (collectively, “Work Product”) shall be the sole and exclusive property of Company from and after the time it is created. Contractor agrees to promptly disclose to Company the existence of any Work Product of which Company would not otherwise be aware upon its creation.

30.2Assignment. Contractor agrees to assign and hereby does assign to Company (together with its successors and assigns) the sole and exclusive right, title, and interest in all Work Product, including any and all related patent, copyright, trademark, trade secret, and other property or proprietary rights of any nature whatsoever. Contractor warrants and agrees to execute and deliver to Company, and Contractor agrees to cause its Subcontractors and the employees of Contractor and Subcontractors to execute and deliver to Company, any and all documents that Company may reasonably request to convey to Company any interest Contractor, its Subcontractors or any of their employees may have in any Work Product or that are otherwise necessary to protect and perfect Company’s interest in any Work Product. Contractor further warrants and agrees to take, and Contractor agrees to cause Contractor’s employees to take, such other actions as Company may reasonably request to protect and perfect Company’s interest in any Work Product. Contractor further agrees that the sums paid to Contractor by Company in connection with Contractor’s performing of the Work serve, in part, as full consideration for the foregoing assignment, and that said consideration is fair and reasonable, and was bargained for by Contractor. Contractor represents and warrants that it has full right, power, and authority to grant the assignment granted under this Section 30.2.

30.3Contractor’s Retained Information. In the event and to the extent that any Work Product contains or requires for its use any items, elements, or components that were developed or otherwise acquired by Contractor prior to the Effective Date or not in the course of performing the Work (“Contractor’s Retained Information”), Contractor shall identify such Contractor’s Retained Information to Company in writing. Contractor hereby grants to Company an irrevocable, perpetual, non-exclusive, royalty-free, world-wide license to (a) use, reproduce, perform, and execute the Contractor’s Retained Information, (b) prepare derivative works based upon the Contractor’s Retained Information, (c) distribute copies of Contractor’s Retained Information and of derivative works based upon Contractor’s Retained Information; and (d) authorize others to do any of the foregoing, but for each only to the extent required for the operation and maintenance of the Work by Company. Contractor represents and warrants that Company will not be liable for any royalties or other fees for any patent, license, or other intellectual property right covering any materials, articles, apparatuses, devices, equipment, or processes used by Contractor in the performance of the Work or in the Work itself.

30.4Knowledge. Nothing in this Article 30 should be construed to prohibit Contractor from using its skills, knowledge, and experience that have a general applicability, including such skills, knowledge, or experience gained by Contractor in connection with performing Work for Company (collectively, the “Knowledge”) in performing work for other clients; provided, however, that the Knowledge or Contractor’s use thereof shall not include any Confidential Information of Company.

30.5Use of Work Product. Contractoragrees not to use any Work Product, including any Drawings, Specifications, reports, or any unique design aspects of a Project in any other project without the prior written approval of Company.

ARTICLE 31MISCELLANEOUS

31.1Complete Agreement of the Parties. The Contract Documents set forth the entire understanding of the Parties, and supersede any and all prior agreements, arrangements, or understandings, relating to the subject matter hereof.

31.2Notices. Any notice to Company pertaining to the Work performed shall be in writing and delivered personally or sent by facsimile, by nationally recognized express-type courier service requiring delivery receipts, or postage prepaid by U.S. Mail, return receipt requested to Company’s Authorized Representative. Any notice to Contractor pertaining to the Work shall be in writing and delivered personally or sent by facsimile, by nationally recognized express-type courier service requiring delivery receipts, or postage prepaid by U.S. Mail, return receipt requested to Contractor’s Authorized Representative. Notices shall be effective only when received. All notices required or permitted under this Contract will be deemed given and made (a) if by personal delivery, on the Business Day of such delivery, (b) if by delivery by facsimile, on the Business Day sent if sent before 5:00 pm Central Time on a Business Day or if sent after that time, on the next Business Day (as evidenced by confirmation of transmission by the transmitting equipment), (c) if by nationally recognized overnight courier, on the next Business Day following deposit and (d) if by certified mail, return receipt requested, postage prepaid, on the third Business Day following such mailing, in each case addressed at the address or facsimile number set forth at the end of this Contract, or such other address as may be designated by notice by, such party.

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31.3No Third-Party Beneficiary. No provision of this Contract is intended or shall be construed to be for the benefit of any third party (other than the Indemnitees).

31.4Assignment. Contractor shall not assign or transfer any rights, claims, interests, or obligations in the Contract Documents including claims for monies that are due or may be due, without the prior written consent of Company, which consent may not be unreasonably withheld by Company. Company may assign its rights, claims, interests, and obligations in the Contract Documents to a third party upon notice to Contractor. This Contract binds and inures to the benefit of the Parties and their respective successors and permitted assigns.

31.5Choice of Law/Interpretation. The Contract Documents shall be construed and interpreted, without giving effect to principles of conflict of law, in accordance with the laws of the State of Missouri. The provisions of the Contract Documents shall be interpreted where possible in a manner to sustain their legality and enforceability. Any dispute or proceeding between the Parties arising out of the Contract Documents must be commenced and maintained exclusively in the state or federal courts having jurisdiction over St. Louis County, Missouri, and each Party submits itself unconditionally and irrevocably to the personal jurisdiction of such courts. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION, CLAIM, OR PROCEEDING RELATING TO THE CONTRACT DOCUMENTS.

31.6Severability. Should any provision of the Contract Documents be held unenforceable in law such provision shall be severed from the Contract Documents, and the balance of this Contract shall be binding on both Parties as if the severed provision had never existed, unless performance of the Contract Documents is thereby rendered legally impractical or no longer fulfills Company’s objectives.

31.7Amendments. This Contract cannot be amended or modified in any way except by a writing signed by an authorized representative of Company and Contractor. No course of prior dealing, usage of trade, and course of performance shall be used to modify, supplement, or explain any terms of this Contract. No waiver of any provision of this Contract shall be binding on Company unless set forth in a writing signed by an authorized representative of Company.

31.8Non-Waiver. The failure of Company to insist upon strict performance by Contractor or Company’s failure or delay in exercising a “course of dealing” or any rights or remedies provided in this Contract or by the Law shall not be deemed or construed as a waiver by Company of any claims or of the right by Company to enforce such or any other provision in the future. No waiver by Company of a breach of any provision of the Contract Documents shall constitute or be construed as a waiver of any other breach or of that provision. No partial or final payment, Certificate of Final Acceptance, or the acceptance of any portion of the Work shall be construed as (a) an acceptance of defective Work, (b) relieving Contractor of its obligations to make good any defects or consequences for which Contractor may be responsible, or (c) a waiver of any breach or other obligations of Contractor under the Contract Documents. No waiver shall be binding upon Company unless it is in writing and signed by Company. Any written waiver shall apply only to the specific default or to the instance specified, and a waiver of any default shall not be deemed a waiver of any other default, whether or not similar to the default waived.

31.9Liability Limitation. Company’s and Contractor’s liability in connection with the Contract Documents to each other and their respective Affiliates and their respective representatives will not exceed $25,000,000, in any action or claim whether statutory or in contract, tort or otherwise; provided, however, that this limitation shall not apply to any claims arising out of: (a) willful misconduct or gross negligence; (b) third-party indemnity claims; (c) fines, fees and corresponding Losses due to failure to comply with Law; (d) breach of confidentiality or intellectual property obligations; and (e) Company’s failure to pay Contractor any payable portion of the Contract Price.

31.10Waiver of Consequential Damages. Except for Losses that arise out of: (a) willful misconduct or gross negligence; (b) third-party indemnity claims; (c) fines, fees and corresponding Losses due to failure to comply with Law; and (d) breach of confidentiality or intellectual property obligations, neither Party will have any liability to the other Party for any all consequential, incidental, indirect, punitive, or special Loss arising out of or relating to this Agreement of any kind or character, whether arising in warranty, tort (including negligence), contract, strict liability, professional liability, or otherwise, and including loss of use, income, profits (including anticipated profits arising directly from Work not performed as a result of termination), revenue, product, business opportunity, financing, business and reputation, or contract.

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31.11Interpretation. The singular includes the plural, and vice versa. The term “includes” and its derivative expressions mean “includes, but is not limited to” and the corresponding derivative expressions. Unless set forth expressly otherwise, the term “Section” means a section of this Contract. Unless paired with the word “either”, the term “or” is inclusive and not exclusive. The term “year” refers to the calendar year. The captions and section headings set forth in this Contract are for convenience only. Nothing in this Contract can be construed against either Party as the alleged drafter thereof. Except as specifically set forth to the contrary in this Contract, the rights and remedies described in this Contract are not exclusive, are cumulative or (to the extent applicable) alternative, and are in addition to other rights or remedies available at Law or in equity or otherwise. Company will have the right to offset any amounts owed to Contractor by any amounts reasonably determined by Company to be owed by Contractor to Company. Reference to the standards of any technical society, organization, or association, or to codes of local or state authorities, shall mean the latest version or tentative standard adopted and published at the date of issuance of proposals, unless stated otherwise.

31.12Non-Exclusive. This Contract does not restrict Company from bidding, awarding, or having other contractors or Company employees installing or replacing gas facilities of any size, number or location. Company reserves the right to award a contract to more than one contractor.

31.13Survival. The obligations contained in Section 3.4 (Compliance with Applicable Law), Article 4 (Invoicing and Payment), Article 10 (Indemnification), Article 11 (Warranties), Article 20 (Taxes), Article 22 (Audit and Records), Article 25 (Termination and Suspension), Article 28 (Delivery and Retention of Documentation), Article 29 (Confidential Information), Article 30 (Ownership of Work Product), Section 31.2 (Notices), Section 31.9 (Liability Limitation), and Section 31.10 (Waiver of Consequential Damages) will survive expiration or any termination of this Contract.

IN WITNESS WHEREOF, the Parties have executed this Contract as of the day and year first above written.

SPIRE STL PIPELINE LLC	MICHELS CORPORATION
By: /s/ Michael C. Geiselhart Name: Michael C. Geiselhart Title: President	By: /s/ Matthew J. Westphal Name: Matthew J. Westphal Title: Vice President - Pipeline Operations

Address for Notices issued pursuant to this Contract. If to Company: Spire STL Pipeline LLC Attn: President 700 Market Street St. Louis, MO 63101 Fax No.: 314-421-1979 with a copy (which will not constitute notice) to: Spire STL Pipeline LLC Attn: General Counsel 700 Market Street St. Louis, MO 63101 Email: legalnotices@spireenergy.com Address for Notices issued pursuant to this Contract. If to Contractor: Michels Corporation 817 W. Main Street Brownsville, WI 53006-0128 Attn: Matthew J. Westphal Fax No.: E-Mail: with a copy to: Michels Corporation Attn: Chris Dombrowicki 817 W. Main Street Brownsville, WI 53006-1028 E-Mail:

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, Suzanne Sitherwood, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Spire Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 3, 2018	Signature:	/s/ Suzanne Sitherwood
			Suzanne Sitherwood
			President and Chief Executive Officer

CERTIFICATION

I, Steven P. Rasche, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Spire Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 3, 2018	Signature:	/s/ Steven P. Rasche
			Steven P. Rasche
			Executive Vice President and Chief Financial Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Steven L. Lindsey, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Spire Missouri Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 3, 2018	Signature:	/s/ Steven L. Lindsey
			Steven L. Lindsey
			President and Chief Executive Officer

CERTIFICATION

I, Steven P. Rasche, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Spire Missouri Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 3, 2018	Signature:	/s/ Steven P. Rasche
			Steven P. Rasche
			Chief Financial Officer

EX-31.3

Exhibit 31.3

CERTIFICATION

I, Steven L. Lindsey, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Spire Alabama Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 3, 2018	Signature:	/s/ Steven L. Lindsey
			Steven L. Lindsey
			Chief Executive Officer

CERTIFICATION

I, Steven P. Rasche, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Spire Alabama Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 3, 2018	Signature:	/s/ Steven P. Rasche
			Steven P. Rasche
			Chief Financial Officer

EX-32.1

Exhibit 32.1

Section 1350 Certification

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, I, Suzanne Sitherwood, President and Chief Executive Officer of Spire Inc., hereby certify that:

(a) To the best of my knowledge, the accompanying report on Form 10-Q for the period ended June 30, 2018, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) To the best of my knowledge, the information contained in the accompanying report on Form 10-Q for the period ended June 30, 2018, fairly presents, in all material respects, the financial condition and results of operations of Spire Inc.

Date:	August 3, 2018	Signature:	/s/ Suzanne Sitherwood
			Suzanne Sitherwood
			President and Chief Executive Officer

Section 1350 Certification

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, I, Steven P. Rasche, Executive Vice President and Chief Financial Officer of Spire Inc., hereby certify that:

(a) To the best of my knowledge, the accompanying report on Form 10-Q for the period ended June 30, 2018, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) To the best of my knowledge, the information contained in the accompanying report on Form 10-Q for the period ended June 30, 2018, fairly presents, in all material respects, the financial condition and results of operations of Spire Inc.

Date:	August 3, 2018	Signature:	/s/ Steven P. Rasche
			Steven P. Rasche
			Executive Vice President and Chief Financial Officer

EX-32.2

Exhibit 32.2

Section 1350 Certification

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, I, Steven L. Lindsey, President and Chief Executive Officer of Spire Missouri Inc., hereby certify that:

(a) To the best of my knowledge, the accompanying report on Form 10-Q for the period ended June 30, 2018, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) To the best of my knowledge, the information contained in the accompanying report on Form 10-Q for the period ended June 30, 2018, fairly presents, in all material respects, the financial condition and results of operations of Spire Missouri Inc.

Date:	August 3, 2018	Signature:	/s/ Steven L. Lindsey
			Steven L. Lindsey
			President and Chief Executive Officer

Section 1350 Certification

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, I, Steven P. Rasche, Chief Financial Officer of Spire Missouri Inc., hereby certify that:

(a) To the best of my knowledge, the accompanying report on Form 10-Q for the period ended June 30, 2018, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) To the best of my knowledge, the information contained in the accompanying report on Form 10-Q for the period ended June 30, 2018, fairly presents, in all material respects, the financial condition and results of operations of Spire Missouri Inc.

Date:	August 3, 2018	Signature:	/s/ Steven P. Rasche
			Steven P. Rasche
			Chief Financial Officer

EX-32.3

Exhibit 32.3

Section 1350 Certification

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, I, Steven L. Lindsey, Chief Executive Officer of Spire Alabama Inc., hereby certify that:

(a) To the best of my knowledge, the accompanying report on Form 10-Q for the period ended June 30, 2018, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) To the best of my knowledge, the information contained in the accompanying report on Form 10-Q for the period ended June 30, 2018, fairly presents, in all material respects, the financial condition and results of operations of Spire Alabama Inc.

Date:	August 3, 2018	Signature:	/s/ Steven L. Lindsey
			Steven L. Lindsey
			Chief Executive Officer

Section 1350 Certification

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, I, Steven P. Rasche, Chief Financial Officer of Spire Alabama Inc., hereby certify that:

(a) To the best of my knowledge, the accompanying report on Form 10-Q for the period ended June 30, 2018, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) To the best of my knowledge, the information contained in the accompanying report on Form 10-Q for the period ended June 30, 2018, fairly presents, in all material respects, the financial condition and results of operations of Spire Alabama Inc.

Date:	August 3, 2018	Signature:	/s/ Steven P. Rasche
			Steven P. Rasche
			Chief Financial Officer

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Document and Entity Information - shares	9 Months Ended
	Jun. 30, 2018	Jul. 30, 2018
Entity Information [Line Items]
Entity Registrant Name	SPIRE INC
Entity Central Index Key	0001126956
Current Fiscal Year End Date	--09-30
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding (in shares)		50,669,092
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q2
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2018
Spire Missouri
Entity Information [Line Items]
Entity Registrant Name	SPIRE MISSOURI INC
Entity Central Index Key	0000057183
Current Fiscal Year End Date	--09-30
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding (in shares)		24,577
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q2
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2018
Spire Alabama
Entity Information [Line Items]
Entity Registrant Name	SPIRE ALABAMA INC
Entity Central Index Key	0000003146
Current Fiscal Year End Date	--09-30
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding (in shares)		1,972,052
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q2
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2018

XML

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Operating Revenues:
Gas Utility	$ 334.8	$ 305.1	$ 1,667.3	$ 1,419.1
Gas Marketing and other	15.8	18.4	58.5	62.9
Total Operating Revenues	350.6	323.5	1,725.8	1,482.0
Gas Utility
Natural and propane gas	107.2	76.7	731.7	524.8
Operation and maintenance	105.6	100.8	347.1	298.6
Depreciation and amortization	40.5	38.4	121.9	114.0
Taxes, other than income taxes	33.5	30.5	128.2	112.2
Total Gas Utility Operating Expenses	286.8	246.4	1,328.9	1,049.6
Gas Marketing and other	11.4	26.8	97.6	112.6
Total Operating Expenses	298.2	273.2	1,426.5	1,162.2
Operating Income	52.4	50.3	299.3	319.8
Other Income - Net	3.4	1.5	6.3	5.6
Interest Charges:
Interest on long-term debt	20.8	19.0	62.5	57.3
Other interest charges	3.4	2.4	11.5	8.9
Total Interest Charges	24.2	21.4	74.0	66.2
Income Before Income Taxes	31.6	30.4	231.6	259.2
Income Tax Expense (Benefit)	5.7	8.7	(8.5)	84.3
Net Income	$ 25.9	$ 21.7	$ 240.1	$ 174.9
Weighted Average Number of Shares Outstanding:
Basic (in shares)	49.6	48.1	48.7	46.4
Diluted (in shares)	49.7	48.2	48.8	46.6
Basic Earnings Per Share (in dollars per share)	$ 0.52	$ 0.45	$ 4.92	$ 3.76
Diluted Earnings Per Share (in dollars per share)	0.52	0.45	4.91	3.75
Dividends Declared Per Share (in dollars per share)	$ 0.5625	$ 0.525	$ 1.6875	$ 1.575
Spire Missouri
Operating Revenues:
Gas Utility	$ 215.5	$ 198.5	$ 1,141.0	$ 1,009.3
Total Operating Revenues	215.5	198.5	1,141.0	1,009.3
Gas Utility
Natural and propane gas	81.1	61.9	598.5	494.4
Operation and maintenance	65.5	61.2	229.3	179.2
Depreciation and amortization	24.2	23.2	74.2	68.9
Taxes, other than income taxes	23.7	21.7	91.1	81.6
Total Operating Expenses	194.5	168.0	993.1	824.1
Operating Income	21.0	30.5	147.9	185.2
Other Income - Net	2.0	0.7	2.8	2.7
Interest Charges:
Interest on long-term debt	9.6	8.0	29.3	24.5
Other interest charges	1.7	1.5	5.5	4.4
Total Interest Charges	11.3	9.5	34.8	28.9
Income Before Income Taxes	11.7	21.7	115.9	159.0
Income Tax Expense (Benefit)	0.2	6.2	(23.4)	48.5
Net Income	11.5	15.5	139.3	110.5
Spire Alabama
Operating Revenues:
Gas Utility	100.3	90.5	439.4	336.0
Total Operating Revenues	100.3	90.5	439.4	336.0
Gas Utility
Natural and propane gas	32.2	22.5	159.7	65.1
Operation and maintenance	34.2	32.9	100.1	95.6
Depreciation and amortization	13.5	12.6	39.4	37.2
Taxes, other than income taxes	8.1	7.0	30.7	23.9
Total Operating Expenses	88.0	75.0	329.9	221.8
Operating Income	12.3	15.5	109.5	114.2
Other Income - Net	0.5	0.6	1.4	2.1
Interest Charges:
Interest on long-term debt	3.6	2.8	10.0	8.4
Other interest charges	0.8	0.8	2.8	2.3
Total Interest Charges	4.4	3.6	12.8	10.7
Income Before Income Taxes	8.4	12.5	98.1	105.6
Income Tax Expense (Benefit)	2.1	5.1	85.8	40.3
Net Income	$ 6.3	$ 7.4	$ 12.3	$ 65.3

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Net Income	$ 25.9	$ 21.7	$ 240.1	$ 174.9
Cash flow hedging derivative instruments:
Net hedging gains (losses) arising during the period	0.6	(1.0)	2.5	11.5
Reclassification adjustment for (gains) losses included in net income	(0.3)	0.0	(1.1)	0.1
Net unrealized gains (losses) on cash flow hedging derivative instruments	0.3	(1.0)	1.4	11.6
Net gains on defined benefit pension and other postretirement plans	0.0	0.1	0.1	0.2
Net unrealized losses on available for sale securities	0.0	0.0	(0.1)	(0.1)
Other Comprehensive Income (Loss), Before Tax	0.3	(0.9)	1.4	11.7
Income Tax (Benefit) Expense Related to Items of Other Comprehensive Income	0.0	(0.4)	0.2	4.3
Other Comprehensive Income (Loss), Net of Tax	0.3	(0.5)	1.2	7.4
Comprehensive Income	26.2	21.2	241.3	182.3
Spire Missouri
Net Income	11.5	15.5	139.3	110.5
Cash flow hedging derivative instruments:
Other Comprehensive Income (Loss), Net of Tax	0.1	0.0	0.0	0.0
Comprehensive Income	$ 11.6	$ 15.5	$ 139.3	$ 110.5

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CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Millions	Jun. 30, 2018	Sep. 30, 2017	Jun. 30, 2017
ASSETS
Utility Plant	$ 5,501.6	$ 5,278.4	$ 5,071.4
Less: Accumulated depreciation and amortization	1,669.8	1,613.2	1,609.6
Net Utility Plant	3,831.8	3,665.2	3,461.8
Non-utility Property (net of accumulated depreciation and amortization of $9.7, $8.6 and $8.4 at June 30, 2018, September 30, 2017, and June 30, 2017, respectively)	143.5	52.0	39.9
Goodwill	1,171.6	1,171.6	1,163.9
Other Investments	71.0	64.2	63.8
Total Other Property and Investments	1,386.1	1,287.8	1,267.6
Current Assets:
Cash and cash equivalents	6.9	7.4	8.3
Accounts receivable:
Utility	159.8	140.5	141.9
Other	111.6	149.2	124.0
Allowance for doubtful accounts	(24.7)	(18.3)	(17.7)
Delayed customer billings	32.8	3.4	7.0
Inventories:
Natural gas	119.8	194.9	144.4
Propane gas	12.0	12.0	12.0
Materials and supplies	21.4	18.9	18.4
Natural gas receivable	2.7	1.9	6.5
Derivative instrument assets	8.4	5.9	7.3
Unamortized purchased gas adjustments	14.6	102.6	73.9
Other regulatory assets	82.1	72.9	70.7
Prepayments and other	37.5	34.2	32.4
Total Current Assets	584.9	725.5	629.1
Deferred Charges:
Regulatory assets	695.1	791.1	840.5
Other	87.0	77.1	99.2
Total Deferred Charges	782.1	868.2	939.7
Total Assets	6,584.9	6,546.7	6,298.2
Capitalization:
Common stock (par value $1.00 per share; 70.0 million shares authorized; 50.7 million, 48.3 million and 48.3 million shares issued and outstanding at June 30, 2018, September 30, 2017 and June 30, 2017, respectively)	50.7	48.3	48.2
Paid-in capital	1,480.2	1,325.6	1,323.7
Retained earnings	772.4	614.2	653.1
Accumulated other comprehensive income	4.4	3.2	3.2
Total Equity	2,307.7	1,991.3	2,028.2
Redeemable noncontrolling interest	6.5	0.0	0.0
Long-term debt (less current portion)	2,024.5	1,995.0	1,925.3
Total Capitalization	4,338.7	3,986.3	3,953.5
Current Liabilities:
Current portion of long-term debt	155.5	100.0	0.0
Notes payable	191.0	477.3	450.7
Accounts payable	195.5	257.1	206.4
Advance customer billings	9.7	32.0	15.9
Wages and compensation accrued	39.6	38.7	38.9
Dividends payable	28.4	26.6	26.3
Customer deposits	35.4	34.9	35.0
Interest accrued	27.8	14.6	24.2
Taxes accrued	56.5	61.0	55.6
Unamortized purchased gas adjustments	1.1	1.0	1.0
Other regulatory liabilities	23.4	21.6	24.9
Other	50.2	33.1	30.9
Total Current Liabilities	814.1	1,097.9	909.8
Deferred Credits and Other Liabilities:
Deferred income taxes	476.8	707.5	705.3
Pension and postretirement benefit costs	219.3	237.4	300.4
Asset retirement obligations	305.9	296.6	214.7
Regulatory liabilities	364.3	157.2	139.8
Other	65.8	63.8	74.7
Total Deferred Credits and Other Liabilities	1,432.1	1,462.5	1,434.9
Commitments and Contingencies (Note 10)
Total Capitalization and Liabilities	6,584.9	6,546.7	6,298.2
Spire Missouri
ASSETS
Utility Plant	3,227.1	3,091.8	2,914.1
Less: Accumulated depreciation and amortization	697.6	681.6	670.3
Net Utility Plant	2,529.5	2,410.2	2,243.8
Goodwill	210.2	210.2	210.2
Other Investments	56.7	59.4	58.9
Total Other Property and Investments	266.9	269.6	269.1
Current Assets:
Cash and cash equivalents	3.5	2.5	2.6
Accounts receivable:
Utility	110.5	101.7	94.4
Associated companies	3.2	3.3	1.7
Other	18.7	15.0	13.8
Allowance for doubtful accounts	(18.2)	(14.1)	(13.4)
Delayed customer billings	32.8	3.4	7.0
Inventories:
Natural gas	76.8	138.2	93.6
Propane gas	12.0	12.0	12.0
Materials and supplies	12.4	11.3	11.3
Derivative instrument assets	0.0	0.1	0.7
Unamortized purchased gas adjustments	7.0	57.4	29.0
Other regulatory assets	48.1	38.2	38.2
Prepayments and other	20.3	19.6	21.3
Total Current Assets	327.1	388.6	312.2
Deferred Charges:
Regulatory assets	473.8	557.8	583.4
Other	7.7	5.3	3.1
Total Deferred Charges	481.5	563.1	586.5
Total Assets	3,605.0	3,631.5	3,411.6
Capitalization:
Paid-in capital and common stock	759.3	756.2	755.3
Retained earnings	519.8	416.5	414.0
Accumulated other comprehensive income	(1.7)	(1.7)	(1.8)
Total Equity	1,277.4	1,171.0	1,167.5
Long-term debt (less current portion)	824.2	873.9	804.5
Total Capitalization	2,101.6	2,044.9	1,972.0
Current Liabilities:
Current portion of long-term debt	150.0	100.0	0.0
Notes payable – associated companies	128.6	203.0	260.2
Accounts payable	62.3	89.9	54.0
Accounts payable – associated companies	4.9	5.4	5.4
Advance customer billings	0.0	13.3	0.7
Wages and compensation accrued	30.5	29.6	29.4
Dividends payable	9.0	0.0	0.0
Customer deposits	13.0	13.3	13.2
Interest accrued	11.6	8.0	9.5
Taxes accrued	26.5	34.1	28.3
Other regulatory liabilities	8.7	2.7	2.7
Other	17.4	8.5	7.5
Total Current Liabilities	462.5	507.8	410.9
Deferred Credits and Other Liabilities:
Deferred income taxes	393.9	623.8	620.9
Pension and postretirement benefit costs	154.4	173.0	204.2
Asset retirement obligations	163.6	158.6	77.9
Regulatory liabilities	281.6	81.2	83.6
Other	47.4	42.2	42.1
Total Deferred Credits and Other Liabilities	1,040.9	1,078.8	1,028.7
Commitments and Contingencies (Note 10)
Total Capitalization and Liabilities	3,605.0	3,631.5	3,411.6
Spire Alabama
ASSETS
Utility Plant	1,920.3	1,838.0	1,809.0
Less: Accumulated depreciation and amortization	816.8	782.0	791.2
Net Utility Plant	1,103.5	1,056.0	1,017.8
Current Assets:
Cash and cash equivalents	0.0	0.1	0.1
Accounts receivable:
Utility	40.3	32.0	40.6
Associated companies	0.2	0.0	0.2
Other	6.5	6.2	5.8
Allowance for doubtful accounts	(3.6)	(2.6)	(2.2)
Inventories:
Natural gas	30.5	33.9	29.0
Materials and supplies	7.7	6.5	5.9
Unamortized purchased gas adjustments	7.6	45.2	44.9
Other regulatory assets	19.3	19.4	17.3
Prepayments and other	8.6	6.7	6.6
Total Current Assets	117.1	147.4	148.2
Deferred Charges:
Regulatory assets	193.4	197.0	228.7
Deferred income taxes	98.2	185.6	181.1
Other	58.6	57.0	63.2
Total Deferred Charges	350.2	439.6	473.0
Total Assets	1,570.8	1,643.0	1,639.0
Capitalization:
Paid-in capital and common stock	390.9	420.9	420.9
Retained earnings	436.3	446.5	463.5
Total Equity	827.2	867.4	884.4
Long-term debt (less current portion)	322.5	247.8	247.7
Total Capitalization	1,149.7	1,115.2	1,132.1
Current Liabilities:
Notes payable – associated companies	69.6	169.9	114.9
Accounts payable	44.6	44.4	45.1
Accounts payable – associated companies	2.0	1.6	1.4
Advance customer billings	9.5	18.6	15.2
Wages and compensation accrued	7.4	7.4	7.5
Customer deposits	18.6	17.9	18.1
Interest accrued	5.0	3.3	3.5
Taxes accrued	26.8	23.4	20.5
Other regulatory liabilities	8.8	12.0	17.8
Other	3.3	2.9	3.4
Total Current Liabilities	195.6	301.4	247.4
Deferred Credits and Other Liabilities:
Pension and postretirement benefit costs	51.8	50.2	77.9
Asset retirement obligations	132.4	128.4	125.4
Regulatory liabilities	33.7	39.6	34.4
Other	7.6	8.2	21.8
Total Deferred Credits and Other Liabilities	225.5	226.4	259.5
Total Capitalization and Liabilities	$ 1,570.8	$ 1,643.0	$ 1,639.0

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CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Millions	Jun. 30, 2018	Sep. 30, 2017	Jun. 30, 2017
Assets
Non-utility property, accumulated depreciation and amortization	$ 9.7	$ 8.6	$ 8.4
Capitalization:
Common stock, par value (in dollars per share)	$ 1.00	$ 1.00	$ 1.00
Common stock, authorized (in shares)	70,000,000.0	70,000,000.0	70,000,000.0
Common stock, issued (in shares)	50,700,000	48,300,000	48,300,000
Common stock, outstanding (in shares)	50,700,000	48,300,000	48,300,000
Spire Missouri
Capitalization:
Common stock, par value (in dollars per share)	$ 1.00	$ 1.00	$ 1.00
Common stock, authorized (in shares)	50,000,000	50,000,000	50,000,000
Common stock, issued (in shares)	24,577	24,577	24,577
Common stock, outstanding (in shares)	24,577	24,577	24,577
Spire Alabama
Capitalization:
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01
Common stock, authorized (in shares)	3,000,000	3,000,000	3,000,000.0
Common stock, issued (in shares)	2,000,000	2,000,000	2,000,000
Common stock, outstanding (in shares)	2,000,000	2,000,000	2,000,000

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CONDENSED CONSOLIDATED STATEMENTS OF COMMON SHAREHOLDER'S EQUITY (UNAUDITED) - USD ($) $ in Millions	Total	Common Stock Outstanding	Paid-in Capital	Retained Earnings	AOCI	Spire Missouri	Spire Missouri Common Stock Outstanding	Spire Missouri Paid-in Capital	Spire Missouri Retained Earnings	Spire Missouri AOCI	Spire Alabama	Spire Alabama Common Stock Outstanding	Spire Alabama Paid-in Capital	Spire Alabama Retained Earnings
Beginning Balance, (in shares) at Sep. 30, 2016		45,650,642					24,577					1,972,052
Beginning Balance at Sep. 30, 2016	$ 1,768.2	$ 45.6	$ 1,175.9	$ 550.9	$ (4.2)	$ 1,068.5	$ 0.1	$ 751.9	$ 318.3	$ (1.8)	$ 867.3	$ 0.0	$ 451.9	$ 415.4
Stockholders' Equity Rollforward
Net income	174.9			174.9		110.5			110.5		65.3			65.3
Common stock offering (in shares)		2,504,684
Common stock offering	145.5	$ 2.5	143.0
Dividend reinvestment plan (in shares)		18,025
Dividend reinvestment plan	1.2		1.2
Stock-based compensation costs	6.8		5.9	0.9		3.3		3.3
Stock issued under stock-based compensation plans (in shares)		119,660
Stock issued under stock-based compensation plans	0.0	$ 0.1	(0.1)
Employee's tax withholding for stock-based compensation (in shares)		(35,167)
Employee’s tax withholding for stock-based compensation	(2.2)		(2.2)
Return of capital to Spire											(31.0)		(31.0)
Dividends declared	(73.6)			(73.6)		(14.8)			(14.8)		(17.2)			(17.2)
Other comprehensive income (loss), net of tax	7.4				7.4	0.0
Ending Balance, (in shares) at Jun. 30, 2017		48,257,844					24,577					1,972,052
Ending Balance at Jun. 30, 2017	2,028.2	$ 48.2	1,323.7	653.1	3.2	1,167.5	$ 0.1	755.2	414.0	(1.8)	884.4	$ 0.0	420.9	463.5
Beginning Balance, (in shares) at Sep. 30, 2017		48,263,243					24,577					1,972,052
Beginning Balance at Sep. 30, 2017	1,991.3	$ 48.3	1,325.6	614.2	3.2	1,171.0	$ 0.1	756.1	416.5	(1.7)	867.4	$ 0.0	420.9	446.5
Stockholders' Equity Rollforward
Net income	240.1			240.1		139.3			139.3		12.3			12.3
Common stock offering (in shares)		2,300,000
Common stock offering	153.0	$ 2.3	150.7
Dividend reinvestment plan (in shares)		16,952
Dividend reinvestment plan	1.2		1.2
Stock-based compensation costs	5.6		5.6			3.1		3.1
Stock issued under stock-based compensation plans (in shares)		111,742
Stock issued under stock-based compensation plans	0.0	$ 0.1	(0.1)
Employee's tax withholding for stock-based compensation (in shares)		(33,777)
Employee’s tax withholding for stock-based compensation	(2.8)		(2.8)
Return of capital to Spire											(30.0)		(30.0)
Dividends declared	(81.9)			(81.9)		(36.0)			(36.0)		(22.5)			(22.5)
Other comprehensive income (loss), net of tax	1.2				1.2	0.0
Ending Balance, (in shares) at Jun. 30, 2018		50,658,160					24,577					1,972,052
Ending Balance at Jun. 30, 2018	$ 2,307.7	$ 50.7	$ 1,480.2	$ 772.4	$ 4.4	$ 1,277.4	$ 0.1	$ 759.2	$ 519.8	$ (1.7)	$ 827.2	$ 0.0	$ 390.9	$ 436.3

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Millions	9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Operating Activities:
Net Income	$ 240.1	$ 174.9
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	122.9	114.4
Deferred income taxes and investment tax credits	(9.5)	84.1
Changes in assets and liabilities:
Accounts receivable	20.1	(33.1)
Unamortized purchased gas adjustments	133.0	(26.1)
Accounts payable	(53.0)	14.8
Delayed/advance customer billings – net	(51.6)	(59.7)
Taxes accrued	(4.4)	(4.8)
Inventories	72.6	27.5
Other assets and liabilities	(3.4)	24.2
Other	44.5	4.5
Net cash provided by operating activities	511.3	320.7
Investing Activities:
Capital expenditures	(334.3)	(298.6)
Business acquisitions	(28.1)	3.8
Other	(8.9)	1.1
Net cash used in investing activities	(371.3)	(293.7)
Financing Activities:
Issuance of long-term debt	75.0	250.0
Repayment of long-term debt	0.0	(393.8)
(Repayment) issuance of short-term debt – net	(286.3)	52.0
Issuance of common stock	154.2	146.4
Dividends paid	(80.2)	(70.9)
Other	(3.2)	(7.6)
Net cash used in financing activities	(140.5)	(23.9)
Net (Decrease) Increase in Cash and Cash Equivalents	(0.5)	3.1
Cash and Cash Equivalents at Beginning of Period	7.4	5.2
Cash and Cash Equivalents at End of Period	6.9	8.3
Supplemental disclosure of cash paid for:
Interest, net of amounts capitalized	(60.6)	(54.5)
Income taxes	(0.9)	(0.7)
Spire Missouri
Operating Activities:
Net Income	139.3	110.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	74.2	68.9
Deferred income taxes and investment tax credits	(23.4)	48.5
Changes in assets and liabilities:
Accounts receivable	(8.3)	(11.0)
Unamortized purchased gas adjustments	95.3	12.8
Accounts payable	(19.6)	(6.2)
Delayed/advance customer billings – net	(42.7)	(53.8)
Taxes accrued	(7.5)	(0.7)
Inventories	60.3	31.6
Other assets and liabilities	(6.3)	0.5
Other	44.1	1.4
Net cash provided by operating activities	305.4	202.5
Investing Activities:
Capital expenditures	(203.1)	(189.5)
Other	0.1	0.7
Net cash used in investing activities	(203.0)	(188.8)
Financing Activities:
(Repayment) issuance of short-term debt – net	0.0	(243.7)
(Repayments to) borrowings from Spire – net	(74.4)	260.2
Dividends paid	(27.0)	(28.7)
Other	0.0	(1.0)
Net cash used in financing activities	(101.4)	(13.2)
Net (Decrease) Increase in Cash and Cash Equivalents	1.0	0.5
Cash and Cash Equivalents at Beginning of Period	2.5	2.1
Cash and Cash Equivalents at End of Period	3.5	2.6
Supplemental disclosure of cash paid for:
Interest, net of amounts capitalized	(30.7)	(26.9)
Income taxes	0.0	0.0
Spire Alabama
Operating Activities:
Net Income	12.3	65.3
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	39.4	37.2
Deferred income taxes and investment tax credits	85.8	40.3
Changes in assets and liabilities:
Accounts receivable	(14.9)	(12.4)
Unamortized purchased gas adjustments	37.6	(39.3)
Accounts payable	(0.1)	10.7
Delayed/advance customer billings – net	(9.1)	(5.9)
Taxes accrued	3.4	(1.1)
Inventories	2.2	5.6
Other assets and liabilities	6.6	(4.1)
Other	(0.5)	(0.3)
Net cash provided by operating activities	162.7	96.0
Investing Activities:
Capital expenditures	(83.6)	(80.2)
Other	(1.0)	0.0
Net cash used in investing activities	(84.6)	(80.2)
Financing Activities:
Issuance of long-term debt	75.0	0.0
(Repayment) issuance of short-term debt – net	0.0	(82.0)
(Repayments to) borrowings from Spire – net	(100.3)	114.9
Return of capital to Spire	(30.0)	(31.0)
Dividends paid	(22.5)	(17.2)
Other	(0.4)	(0.4)
Net cash used in financing activities	(78.2)	(15.7)
Net (Decrease) Increase in Cash and Cash Equivalents	(0.1)	0.1
Cash and Cash Equivalents at Beginning of Period	0.1	0.0
Cash and Cash Equivalents at End of Period	0.0	0.1
Supplemental disclosure of cash paid for:
Interest, net of amounts capitalized	(10.0)	(9.3)
Income taxes	$ 0.0	$ 0.0

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION –These notes are an integral part of the accompanying unaudited financial statements of Spire Inc. (Spire or the Company), as well as Spire Missouri Inc. (Spire Missouri or the Missouri Utilities) and Spire Alabama Inc. (Spire Alabama). Spire Missouri and Spire Alabama are wholly owned subsidiaries of the Company. Spire Missouri, Spire Alabama and the subsidiaries of Spire EnergySouth Inc. (Spire EnergySouth) are collectively referred to as the Utilities. The subsidiaries of Spire EnergySouth are Spire Gulf Inc. and Spire Mississippi Inc.

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information with the instructions to Form 10-Q and Rule 10-01 of Regulation S‑X. Accordingly, they do not include all of the disclosures required for complete financial statements. In the opinion of management, the accompanying unaudited financial statements include all adjustments (consisting of only normal recurring adjustments) necessary for the fair presentation of the results of operations for the periods presented. This Form 10-Q should be read in conjunction with the Notes to Financial Statements contained in Spire’s, Spire Missouri’s and Spire Alabama’s combined Annual Report on Form 10-K for the fiscal year ended September 30, 2017.

The consolidated financial position, results of operations, and cash flows of Spire include the accounts of the Company and all its subsidiaries. One subsidiary acquired an 80% voting interest in a natural gas storage facility in December 2017, and the redeemable noncontrolling interest is shown as temporary equity on the balance sheet. Transactions and balances between consolidated entities have been eliminated from the consolidated financial statements of Spire. In compliance with GAAP, transactions between Spire Missouri and Spire Alabama and their affiliates, as well as intercompany balances on their balance sheets, have not been eliminated from their separate financial statements.

NATURE OF OPERATIONS – Spire Inc. (NYSE: SR), headquartered in St. Louis, Missouri, is a public utility holding company. The Company has two reportable segments: Gas Utility and Gas Marketing. The Gas Utility segment consists of the regulated natural gas distribution operations of the Company and is the core business segment of Spire in terms of revenue and earnings generation. The Gas Utility segment is comprised of the operations of: the Missouri Utilities, serving St. Louis and eastern Missouri (Spire Missouri East) and Kansas City and western Missouri (Spire Missouri West); Spire Alabama, serving central and northern Alabama; and the subsidiaries of Spire EnergySouth, serving southern Alabama and south-central Mississippi. The Gas Marketing segment includes Spire’s primary non-utility business, Spire Marketing Inc. (Spire Marketing), which provides non-regulated natural gas services. The activities of other subsidiaries are reported as Other and are described in Note 9, Information by Operating Segment. Spire Missouri and Spire Alabama each have a single reportable segment.

Nearly all of the Company’s earnings are derived from its Gas Utility segment. Due to the seasonal nature of the Utilities’ business, earnings are typically concentrated during the heating season of November through April each fiscal year. As a result, the interim statements of income for Spire, Spire Missouri and Spire Alabama are not necessarily indicative of annual results or representative of succeeding quarters of the fiscal year.

REVENUE RECOGNITION – The Utilities read meters and bill customers on monthly cycles. The Missouri Utilities, Spire Gulf and Spire Mississippi record their gas utility revenues from gas sales and transportation services on an accrual basis that includes estimated amounts for gas delivered but not yet billed. The accruals for unbilled revenues are reversed in the subsequent accounting period when meters are actually read and customers are billed. The amounts of accrued unbilled revenues for Spire Missouri at June 30, 2018, September 30, 2017, and June 30, 2017, were $31.5, $30.1, and $31.9, respectively.

Spire Alabama records natural gas distribution revenues in accordance with the tariff established by the Alabama Public Service Commission (APSC). Unbilled revenue is accrued in an amount equal to the related gas cost, as profit margin is not considered earned until billed. The amounts of accrued unbilled revenues for Spire Alabama at June 30, 2018, September 30, 2017, and June 30, 2017 were $1.7, $1.9, and $6.0, respectively.

Spire’s other subsidiaries, including Spire Marketing, record revenues when earned, either when the product is delivered or when services are performed.

In the course of its business, Spire Marketing enters into commitments associated with the purchase or sale of natural gas. Certain of their derivative natural gas contracts are designated as normal purchases or normal sales and, as such, are excluded from the scope of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 815, Derivatives and Hedging. Those contracts are accounted for as executory contracts and recorded on an accrual basis. Revenues and expenses from such contracts are recorded using a gross presentation. Contracts not designated as normal purchases or normal sales are recorded as derivatives with changes in fair value recognized in earnings in the periods prior to physical delivery. Certain of Spire Marketing’s wholesale purchase and sale transactions are classified as trading activities for financial reporting purposes. Under GAAP, revenues and expenses associated with trading activities are presented on a net basis in Gas Marketing Operating Revenues (or expenses, if negative) in the Condensed Consolidated Statements of Income. This net presentation has no effect on operating income or net income.

GROSS RECEIPTS AND SALES TAXES – Gross receipts taxes associated with the Company’s natural gas utility services are imposed on the Utilities and billed to their customers. The revenue and expense amounts are recorded gross in the “Operating Revenues” and “Taxes, other than income taxes” lines, respectively, in the statements of income. The following table presents gross receipts and sales taxes recorded as revenues:

	Three Months Ended June 30,				Nine Months Ended June 30,
	2018		2017		2018		2017
Spire	$	20.4	$	18.0	$	87.1	$	71.7
Spire Missouri	14.5		12.4		61.3		52.0
Spire Alabama	5.2		4.2		22.4		16.1

REGULATED OPERATIONS –The Utilities account for their regulated operations in accordance with FASB ASC Topic 980, Regulated Operations. This topic sets forth the application of GAAP for those companies whose rates are established by or are subject to approval by an independent third-party regulator. The provisions of this accounting guidance require, among other things, that financial statements of a regulated enterprise reflect the actions of regulators, where appropriate. These actions may result in the recognition of revenues and expenses in time periods that are different than non-regulated enterprises. When this occurs, costs are deferred as assets in the balance sheet (regulatory assets) and recorded as expenses when those amounts are reflected in rates. In addition, regulators can impose liabilities upon a regulated company for amounts previously collected from customers and for recovery of costs that are expected to be incurred in the future (regulatory liabilities). Management believes that the current regulatory environment supports the continued use of these regulatory accounting principles and that all regulatory assets and regulatory liabilities are recoverable or refundable through the regulatory process.

As authorized by the Missouri Public Service Commission (MoPSC), the Mississippi Public Service Commission (MSPSC) and the APSC, the Purchased Gas Adjustment (PGA) clauses and Gas Supply Adjustment (GSA) riders allow the Utilities to pass through to customers the cost of purchased gas supplies. Regulatory assets and liabilities related to the PGA clauses and the GSA riders are both labeled Unamortized Purchased Gas Adjustments herein. See additional information about regulatory assets and liabilities in Note 3, Regulatory Matters.

TRANSACTIONS WITH AFFILIATES –Transactions between affiliates of the Company have been eliminated from the consolidated statements of Spire. Spire Missouri and Spire Alabama borrowed funds from the Company and incurred related interest, as reflected in their separate financial statements, and they participated in normal intercompany shared services transactions. In addition, Spire Missouri’s other transactions with affiliates included:

	Three Months Ended June 30,				Nine Months Ended June 30,
	2018		2017		2018		2017
Purchases of natural gas from Spire Marketing	$	10.4	$	11.8	$	52.0	$	53.3
Sales of natural gas to Spire Marketing	—		1.5		0.3		7.8
Transportation services received from Spire NGL Inc.	0.3		0.3		0.8		0.8

ACCRUED CAPITAL EXPENDITURES – Accrued capital expenditures, shown in the following table, are excluded from capital expenditures in the statements of cash flows until paid.

	June 30,		September 30,		June 30,
	2018		2017		2017
Spire	$	33.8	$	41.0	$	26.5
Spire Missouri	21.9		28.9		16.5
Spire Alabama	9.9		9.4		7.9

NEW ACCOUNTING PRONOUNCEMENTS – In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. Under the new standard, an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies may need to use more judgment and make more estimates than under current guidance. ASU No. 2014-09 also requires disclosures that will enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Existing alternative revenue program guidance, though excluded by the FASB in updating specific guidance associated with revenue from contracts with customers, was relocated without substantial modification to accounting guidance for rate-regulated entities. It will require separate presentation of such revenues in the statement of income. Entities have the option of using either a full retrospective or modified retrospective approach in adopting this guidance. In August 2015, the FASB issued ASU No. 2015-14, which made the guidance in ASU No. 2014-09 effective for fiscal years beginning after December 15, 2017, and interim periods within those years. In 2016 and 2017, the FASB issued related ASU Nos. 2016-08, 2016-10, 2016-11, 2016-12, 2016-20, and 2017-14, which further modified the standards for accounting for revenue. The Company, Spire Missouri and Spire Alabama have completed their evaluation of their sources of revenue and related contracts and plan to adopt the new guidance in the first quarter of fiscal 2019 using the modified retrospective approach with no material effect on their financial position, results of operations, or cash flows.

In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard requires lessees to recognize a right-of-use asset and lease liability for almost all lease contracts based on the present value of lease payments. There is an exemption for short-term leases. The ASU provides new guidelines for identifying and classifying a lease, and classification affects the pattern and income statement line item for the related expense. This update will be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. ASU No. 2018-01, issued in January 2018, clarifies the related transition and accounting for existing and new or modified land easements. The ASUs are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company, Spire Missouri and Spire Alabama are currently assessing the timing and impacts of adopting these standards, which must be adopted by the first quarter of fiscal 2020.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments. The standard introduces new guidance for the accounting for credit losses on instruments within its scope, including trade receivables. It is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and may be adopted a year earlier. The new guidance will be initially applied through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The Company, Spire Missouri and Spire Alabama are currently assessing the timing and impacts of adopting this standard, which must be adopted by the first quarter of fiscal 2021.

In March 2017, the FASB issued ASU No. 2017-07, Compensation – Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The amended guidance requires that the service cost component of pension and postretirement benefit costs be presented within the same line item in the income statement as other compensation costs (except for the amount being capitalized), while other components are to be presented outside the subtotal of operating income and are no longer eligible for capitalization. The ASU is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The amended guidance will be applied retrospectively for income statement presentation and prospectively for capitalization. The Company, Spire Missouri and Spire Alabama will adopt this standard in the first quarter of fiscal 2019 using a practical expedient permitting the use of the amounts disclosed in its pension and other postretirement benefit plan note for the prior comparative periods as the estimation basis for applying the retrospective presentation requirements. They will continue to capitalize the non-service cost components as allowed for regulatory reporting, but those capitalized amounts will be reported as regulatory assets rather than plant.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities. The amendments in this ASU more closely align the results of hedge accounting with risk management activities through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results in the financial statements. They are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, and early application is permitted. The Company, Spire Missouri and Spire Alabama are currently assessing the effects of this new guidance, as well as the timing of adoption.

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EARNINGS PER COMMON SHARE

9 Months Ended

Jun. 30, 2018

Earnings Per Share [Abstract]

EARNINGS PER COMMON SHARE

EARNINGS PER COMMON SHARE

Spire	Three Months Ended June 30,				Nine Months Ended June 30,
	2018		2017		2018		2017
Basic Earnings Per Share:
Net Income	$	25.9	$	21.7	$	240.1	$	174.9
Less: Income allocated to participating securities	0.1		0.1		0.5		0.4
Net Income Available to Common Shareholders	$	25.8	$	21.6	$	239.6	$	174.5
Weighted Average Shares Outstanding (in millions)	49.6		48.1		48.7		46.4
Basic Earnings Per Share of Common Stock	$	0.52	$	0.45	$	4.92	$	3.76
Diluted Earnings Per Share:
Net Income	$	25.9	$	21.7	$	240.1	$	174.9
Less: Income allocated to participating securities	0.1		0.1		0.5		0.4
Net Income Available to Common Shareholders	$	25.8	$	21.6	$	239.6	$	174.5
Weighted Average Shares Outstanding (in millions)	49.6		48.1		48.7		46.4
Dilutive Effect of Restricted Stock and Restricted Stock Units (in millions)*	0.1		0.1		0.1		0.2
Weighted Average Diluted Shares (in millions)	49.7		48.2		48.8		46.6
Diluted Earnings Per Share of Common Stock	$	0.52	$	0.45	$	4.91	$	3.75
* Calculation excludes certain outstanding shares (shown in millions by period at the right) attributable to stock units subject to performance or market conditions and restricted stock, which could have a dilutive effect in the future	0.4		0.4		0.4		0.4

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REGULATORY MATTERS

9 Months Ended

Jun. 30, 2018

Regulated Operations [Abstract]

REGULATORY MATTERS

REGULATORY MATTERS

As explained in Note 1, Summary of Significant Accounting Policies, the Utilities account for regulated operations in accordance with FASB ASC Topic 980, Regulated Operations. The following regulatory assets and regulatory liabilities, including purchased gas adjustments, were reflected in the balance sheets of the Company, Spire Missouri and Spire Alabama as of June 30, 2018, September 30, 2017, and June 30, 2017.

	June 30,		September 30,		June 30,
Spire	2018		2017		2017
Regulatory Assets:
Current:
Pension and postretirement benefit costs	$	43.2	$	42.2	$	41.7
Unamortized purchased gas adjustments	14.6		102.6		73.9
Other	38.9		30.7		29.0
Total Current Regulatory Assets	96.7		175.5		144.6
Noncurrent:
Future income taxes due from customers	130.5		170.5		166.6
Pension and postretirement benefit costs	369.4		404.7		453.4
Cost of removal	126.2		123.3		135.4
Unamortized purchased gas adjustments	—		9.9		13.9
Energy efficiency	31.8		29.0		27.8
Other	37.2		53.7		43.4
Total Noncurrent Regulatory Assets	695.1		791.1		840.5
Total Regulatory Assets	$	791.8	$	966.6	$	985.1
Regulatory Liabilities:
Current:
Rate Stabilization and Equalization (RSE) adjustment	$	—	$	1.4	$	1.2
Unbilled service margin	—		—		6.0
Refundable negative salvage	5.2		8.2		8.2
Unamortized purchased gas adjustments	1.1		1.0		1.0
Other	18.2		12.0		9.5
Total Current Regulatory Liabilities	24.5		22.6		25.9
Noncurrent:
Deferred taxes due to customers	182.7		—		—
Pension and postretirement benefit costs	30.2		32.2		27.0
Refundable negative salvage	—		4.1		4.1
Accrued cost of removal	65.0		83.8		74.6
Unamortized purchased gas adjustments	37.0		1.9		3.0
Other	49.4		35.2		31.1
Total Noncurrent Regulatory Liabilities	364.3		157.2		139.8
Total Regulatory Liabilities	$	388.8	$	179.8	$	165.7

	June 30,		September 30,		June 30,
Spire Missouri	2018		2017		2017
Regulatory Assets:
Current:
Pension and postretirement benefit costs	$	34.9	$	34.9	$	34.9
Unamortized purchased gas adjustments	7.0		57.4		29.0
Other	13.2		3.3		3.3
Total Current Regulatory Assets	55.1		95.6		67.2
Noncurrent:
Future income taxes due from customers	128.4		170.5		166.6
Pension and postretirement benefit costs	297.2		322.7		352.3
Unamortized purchased gas adjustments	—		9.9		13.9
Energy efficiency	31.8		29.0		27.8
Other	16.4		25.7		22.8
Total Noncurrent Regulatory Assets	473.8		557.8		583.4
Total Regulatory Assets	$	528.9	$	653.4	$	650.6
Regulatory Liabilities:
Current:
Other	$	8.7	$	2.7	$	2.7
Total Current Regulatory Liabilities	8.7		2.7		2.7
Noncurrent:
Deferred taxes due to customers	164.6		—		—
Accrued cost of removal	42.2		54.5		54.8
Unamortized purchased gas adjustments	37.0		1.9		3.0
Other	37.8		24.8		25.8
Total Noncurrent Regulatory Liabilities	281.6		81.2		83.6
Total Regulatory Liabilities	$	290.3	$	83.9	$	86.3

	June 30,		September 30,		June 30,
Spire Alabama	2018		2017		2017
Regulatory Assets:
Current:
Pension and postretirement benefit costs	$	7.3	$	7.2	$	6.8
Unamortized purchased gas adjustments	7.6		45.2		44.9
Other	12.0		12.2		10.5
Total Current Regulatory Assets	26.9		64.6		62.2
Noncurrent:
Pension and postretirement benefit costs	64.5		72.6		92.2
Cost of removal	126.2		123.3		135.4
Other	2.7		1.1		1.1
Total Noncurrent Regulatory Assets	193.4		197.0		228.7
Total Regulatory Assets	$	220.3	$	261.6	$	290.9
Regulatory Liabilities:
Current:
RSE adjustment	$	—	$	1.4	$	1.2
Unbilled service margin	—		—		6.0
Refundable negative salvage	5.2		8.2		8.2
Other	3.6		2.4		2.4
Total Current Regulatory Liabilities	8.8		12.0		17.8
Noncurrent:
Pension and postretirement benefit costs	30.2		32.2		27.0
Refundable negative salvage	—		4.1		4.1
Other	3.5		3.3		3.3
Total Noncurrent Regulatory Liabilities	33.7		39.6		34.4
Total Regulatory Liabilities	$	42.5	$	51.6	$	52.2

A portion of the Company’s and Spire Missouri’s regulatory assets are not earning a return, as shown in the table below:

	Spire						Spire Missouri
	June 30,		September 30,		June 30,		June 30,		September 30,		June 30,
	2018		2017		2017		2018		2017		2017
Pension and postretirement benefit costs	$	160.5	$	198.5	$	231.0	$	160.5	$	198.5	$	231.0
Future income taxes due from customers	130.5		170.5		166.6		128.4		170.5		166.6
Other	15.4		11.3		11.4		15.4		11.3		11.4
Total Regulatory Assets Not Earning a Return	$	306.4	$	380.3	$	409.0	$	304.3	$	380.3	$	409.0

Like all the Company’s regulatory assets, these regulatory assets are expected to be recovered from customers in future rates. The recovery period for the future income taxes due from customers and pension and other postretirement benefit costs could be 20 years or longer, based on current Internal Revenue Service (IRS) guidelines and average remaining service life of active participants, respectively. The other items not earning a return are expected to be recovered over a period not to exceed 15 years, consistent with precedent set by the MoPSC. Spire Alabama does not have any regulatory assets that are not earning a return.

On April 11, 2017, Spire Missouri East filed a general rate case docketed as GR-2017-0215, and concurrently, Spire Missouri West filed general rate case GR-2017-0216. On March 7, 2018, the MoPSC issued an Amended Report and Order, approving a base rate revenue requirement increase of $18.0 for Spire Missouri East and $15.2 for Spire Missouri West. The annualized Infrastructure System Replacement Surcharge (ISRS) amounts of $32.6 for Spire Missouri East and $16.4 for Spire Missouri West were reset to zero, resulting in a net decrease in revenues of $14.6 and $1.2, respectively. These net amounts reflect decreases totaling approximately $33.0 resulting from the federal income tax rate reduction from the Tax Cuts and Jobs Act (see Note 11, Income Taxes) and a related allowance to return excess accumulated deferred income taxes to customers in accordance with IRS normalization requirements. Tariffs reflecting the MoPSC’s Amended Report and Order went into effect on April 19, 2018.

Included in the rate order were updates to the treatment of pension and other postretirement benefits. Effective April 19, 2018, the pension cost for Spire Missouri West included in customer rates was reduced from $9.9 to $5.5 per year, the pension cost included in the Spire Missouri East customer rates was increased from $15.5 to $29.0 per year, and the annual allowance for health care postretirement plans for Spire Missouri East was reduced from $9.5 to $8.6. Over an amortization period of eight years, Spire Missouri East rates will also include the amortization of $173.0 of assets for pension and other postretirement benefits, and Spire Missouri West rates will be reduced by the amortization of a $26.2 net liability for pension and other postretirement benefits.

Certain provisions of the MoPSC’s Amended Report and Order allow less future recovery of particular costs than previously estimated. Regulatory assets related to pension costs were reduced by $28.8 because the MoPSC has indicated that certain amounts established before 1997 are not recoverable. They also ordered that certain incentive compensation costs totaling $6.9 and $1.8 of assets related to buildings sold in 2014 be excluded from rate base. Rate case expenses totaling $0.9 were also disallowed. Though court appeals are pending, management determined that the related assets should be written down or off in connection with the preparation of the financial statements for the second quarter of 2018. For both Spire Missouri and Spire, the charges totaled $38.4 for the nine months ended June 30, 2018, and are included primarily in operation and maintenance expense on the statements of income and in other cash flows from operating activities on the statements of cash flows. The after-tax reduction to net income and earnings per share was $23.6 and $0.49, respectively. The charges related to the long-standing pension and building assets, totaling $30.6, are excluded in the determination of net economic earnings, as shown in Note 9, Information by Operating Segment.

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FINANCING ARRANGEMENTS AND LONG-TERM DEBT

9 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

FINANCING ARRANGEMENTS AND LONG-TERM DEBT

FINANCING ARRANGEMENTS AND LONG-TERM DEBT

On December 14, 2016, Spire, Spire Missouri and Spire Alabama entered into a syndicated revolving credit facility pursuant to a loan agreement with 11 banks, expiring December 14, 2021. The loan agreement has an aggregate credit commitment of $975.0, including sublimits of $300.0 for Spire, $475.0 for Spire Missouri, and $200.0 for Spire Alabama. The agreement contains financial covenants limiting each borrower’s consolidated total debt, including short-term debt, to no more than 70% of its total capitalization. As defined in the line of credit, on June 30, 2018, total debt was 51% of total capitalization for the consolidated Company, 46% for Spire Missouri, and 32% for Spire Alabama. There were no borrowings against this credit facility as of June 30, 2018, September 30, 2017, or June 30, 2017.

On December 21, 2016, Spire established a commercial paper program (Program) pursuant to which Spire may issue short-term, unsecured commercial paper notes (Notes). Amounts available under the Program may be borrowed, repaid, and re-borrowed from time to time, with the aggregate face or principal amount of the Notes outstanding under the Program at any time not to exceed $975.0. The Notes may have maturities of up to 365 days from date of issue. As of June 30, 2018, Notes outstanding under the Program totaled $191.0. From that amount (and other general corporate funds), $128.6 and $69.6 were loaned to Spire Missouri and Spire Alabama, respectively, at Spire’s cost. Notes outstanding under the Program totaled $477.3 and $450.7 as of September 30, 2017, and June 30, 2017, respectively.

On December 1, 2017, Spire Alabama entered into the First Supplement to Master Note Purchase Agreement with certain institutional investors. Pursuant to the terms of that supplement, on December 1, 2017, Spire Alabama issued and sold $30.0 in aggregate principal amount of its 4.02% Series 2017A Senior Notes due January 15, 2058, and on January 12, 2018, issued and sold $45.0 aggregate principal amount of its 3.92% Series 2017B Senior Notes due January 15, 2048, to those institutional investors. The notes bear interest from the date of issuance, payable semi-annually on the 15th day of July and January of each year, commencing on July 15, 2018. The notes are senior unsecured obligations of Spire Alabama, rank equal in right to payment with all its other senior unsecured indebtedness, and have make-whole and par call options. Spire Alabama used the proceeds from the sale of the notes to repay short-term debt and for general corporate purposes.

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FAIR VALUE OF FINANCIAL INSTRUMENTS

9 Months Ended

Jun. 30, 2018

Fair Value Disclosures [Abstract]

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts and estimated fair values of financial instruments not measured at fair value on a recurring basis are shown in the following tables, classified according to the fair value hierarchy. There were no such instruments classified as Level 3 (significant unobservable inputs) as of June 30, 2018, September 30, 2017, or June 30, 2017.

The carrying amounts of cash and cash equivalents and short-term debt approximate fair value due to the short maturity of these instruments. The fair values of long-term debt are estimated based on market prices for similar issues. Refer to Note 6, Fair Value Measurements, for information on financial instruments measured at fair value on a recurring basis.

		Classification of Estimated Fair Value
Carrying Amount	Fair Value	Quoted Prices in Active Markets (Level 1)	Significant Observable Inputs (Level 2)

Spire

As of June 30, 2018
Cash and cash equivalents	$	6.9	$	6.9	$	6.9	$	—
Short-term debt	191.0		191.0		—		191.0
Long-term debt, including current portion	2,180.0		2,173.7		—		2,173.7
As of September 30, 2017
Cash and cash equivalents	$	7.4	$	7.4	$	7.4	$	—
Short-term debt	477.3		477.3		—		477.3
Long-term debt, including current portion	2,095.0		2,210.3		—		2,210.3
As of June 30, 2017
Cash and cash equivalents	$	8.3	$	8.3	$	8.3	$	—
Short-term debt	450.7		450.7		—		450.7
Long-term debt	1,925.3		2,033.0		—		2,033.0

Spire Missouri

As of June 30, 2018
Cash and cash equivalents	$	3.5	$	3.5	$	3.5	$	—
Short-term debt	128.6		128.6		—		128.6
Long-term debt, including current portion	974.2		1,005.0		—		1,005.0
As of September 30, 2017
Cash and cash equivalents	$	2.5	$	2.5	$	2.5	$	—
Short-term debt	203.0		203.0		—		203.0
Long-term debt, including current portion	973.9		1,056.9		—		1,056.9
As of June 30, 2017
Cash and cash equivalents	$	2.6	$	2.6	$	2.6	$	—
Short-term debt	260.2		260.2		—		260.2
Long-term debt	804.5		883.9		—		883.9

Spire Alabama

As of June 30, 2018
Short-term debt	$	69.6	$	69.6	$	—	$	69.6
Long-term debt	322.5		317.0		—		317.0
As of September 30, 2017
Cash and cash equivalents	$	0.1	$	0.1	$	0.1	$	—
Short-term debt	169.9		169.9		—		169.9
Long-term debt	247.8		269.4		—		269.4
As of June 30, 2017
Cash and cash equivalents	$	0.1	$	0.1	$	0.1	$	—
Short-term debt	114.9		114.9		—		114.9
Long-term debt	247.7		267.6		—		267.6

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FAIR VALUE MEASUREMENTS

9 Months Ended

Jun. 30, 2018

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

The information presented below categorizes the assets and liabilities in the balance sheets that are accounted for at fair value on a recurring basis in periods subsequent to initial recognition.

The mutual funds included in Level 1 are valued based on exchange-quoted market prices of individual securities. The mutual funds included in Level 2 are valued based on the closing net asset value per unit.

Derivative instruments included in Level 1 are valued using quoted market prices on the New York Mercantile Exchange (NYMEX) or the Intercontinental Exchange (ICE). Derivative instruments classified in Level 2 include physical commodity derivatives that are valued using broker or dealer quotation services whose prices are derived principally from, or are corroborated by, observable market inputs. Also included in Level 2 are certain derivative instruments that have values that are similar to, and correlate with, quoted prices for exchange-traded instruments in active markets and derivative instruments with settlement dates more than one year into the future. Derivative instruments included in Level 3 are valued using generally unobservable inputs that are based upon the best information available and reflect management’s assumptions about how market participants would price the asset or liability. The Level 3 balances as of June 30, 2018, September 30, 2017, and June 30, 2017, consisted of gas commodity contracts. The Company’s and the Utilities’ policy is to recognize transfers between the levels of the fair value hierarchy, if any, as of the beginning of the interim reporting period in which circumstances change or events occur to cause the transfer.

The mutual funds are included in “Other Investments” on the Company’s balance sheets and in “Other Property and Investments” on Spire Missouri’s balance sheets. Derivative assets and liabilities, including receivables and payables associated with cash margin requirements, are presented net in the balance sheets when a legally enforceable netting agreement exists between the Company, Spire Missouri, or Spire Alabama and the counterparty to a derivative contract.

Spire

	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 June 30, 2018
ASSETS
Gas Utility:
US stock/bond mutual funds	$	18.9	$	4.1	$	—	$	—		$	23.0
NYMEX/ICE natural gas contracts	1.7		—		—		(1.7		)	—
Gas Marketing:
NYMEX/ICE natural gas contracts	0.2		2.4		—		(2.6		)	—
Natural gas commodity contracts	—		14.1		—		(2.0		)	12.1
Other:
Interest rate swaps	—		1.6		—		—			1.6
Total	$	20.8	$	22.2	$	—	$	(6.3	)	$	36.7
LIABILITIES
Gas Utility:
NYMEX/ICE natural gas contracts	$	0.2	$	—	$	—	$	(0.2	)	$	—
Gas Marketing:
NYMEX/ICE natural gas contracts	0.9		7.0		—		(7.9		)	—
Natural gas commodity contracts	—		6.7		—		(2.0		)	4.7
Total	$	1.1	$	13.7	$	—	$	(10.1	)	$	4.7

	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, 2017
ASSETS
Gas Utility:
US stock/bond mutual funds	$	18.3	$	4.1		$	—	$	—		$	22.4
NYMEX/ICE natural gas contracts	3.4		—			—		(3.4		)	—
NYMEX gasoline and heating oil contracts	0.1		—			—		—			0.1
Gas Marketing:
NYMEX/ICE natural gas contracts	1.3		1.3			—		(2.1		)	0.5
Natural gas commodity contracts	—		6.8			0.1		(1.2		)	5.7
Total	$	23.1	$	12.2		$	0.1	$	(6.7	)	$	28.7
LIABILITIES
Gas Utility:
NYMEX/ICE natural gas contracts	$	1.9	$	—		$	—	$	(1.9	)	$	—
Gas Marketing:
NYMEX/ICE natural gas contracts	1.8		0.3			—		(2.1		)	—
Natural gas commodity contracts	—		8.4			—		(1.2		)	7.2
Other:
Interest rate swaps	—		0.9			—		—			0.9
Total	$	3.7	$	9.6		$	—	$	(5.2	)	$	8.1
As of June 30, 2017
ASSETS
Gas Utility:
US stock/bond mutual funds	$	18.0	$	4.1		$	—	$	—		$	22.1
NYMEX/ICE natural gas contracts	1.9		—			—		(1.3		)	0.6
NYMEX gasoline and heating oil contracts	0.1		—			—		—			0.1
Gas Marketing:
NYMEX/ICE natural gas contracts	1.5		3.2			—		(2.6		)	2.1
Natural gas commodity contracts	—		6.1			0.6		(1.7		)	5.0
Total	$	21.5	$	13.4		$	0.6	$	(5.6	)	$	29.9
LIABILITIES
Gas Utility:
NYMEX/ICE natural gas contracts	$	1.3	$	—		$	—	$	(1.3	)	$	—
Gas Marketing:
NYMEX/ICE natural gas contracts	0.8		1.8			—		(2.6		)	—
Natural gas commodity contracts	—		6.7			—		(1.7		)	5.0
Other:
Interest rate swaps	—		(0.6		)	—		—			(0.6		)
Total	$	2.1	$	7.9		$	—	$	(5.6	)	$	4.4

Spire Missouri

	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 June 30, 2018
ASSETS
US stock/bond mutual funds	$	18.9	$	4.1	$	—	$	—		$	23.0
NYMEX/ICE natural gas contracts	1.7		—		—		(1.7		)	—
Total	$	20.6	$	4.1	$	—	$	(1.7	)	$	23.0
LIABILITIES
NYMEX/ICE natural gas contracts	$	0.2	$	—	$	—	$	(0.2	)	$	—
Total	$	0.2	$	—	$	—	$	(0.2	)	$	—

As of September 30, 2017
ASSETS
US stock/bond mutual funds	$	18.3	$	4.1	$	—	$	—		$	22.4
NYMEX/ICE natural gas contracts	3.4		—		—		(3.4		)	—
NYMEX gasoline and heating oil contracts	0.1		—		—		—			0.1
Total	$	21.8	$	4.1	$	—	$	(3.4	)	$	22.5
LIABILITIES
NYMEX/ICE natural gas contracts	$	1.9	$	—	$	—	$	(1.9	)	$	—
Total	$	1.9	$	—	$	—	$	(1.9	)	$	—

As of June 30, 2017
ASSETS
US stock/bond mutual funds	$	18.0	$	4.1	$	—	$	—		$	22.1
NYMEX/ICE natural gas contracts	1.9		—		—		(1.3		)	0.6
NYMEX gasoline and heating oil contracts	0.1		—		—		—			0.1
Total	$	20.0	$	4.1	$	—	$	(1.3	)	$	22.8
LIABILITIES
NYMEX/ICE natural gas contracts	$	1.3	$	—	$	—	$	(1.3	)	$	—
Total	$	1.3	$	—	$	—	$	(1.3	)	$	—

Spire Alabama

Spire Alabama occasionally utilizes a gasoline derivative program to stabilize the cost of fuel used in operations. As of June 30, 2018, Spire Alabama had no outstanding derivative contracts. As of September 30, 2017, and June 30, 2017, the fair value of related gasoline contracts was not significant.

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CONCENTRATIONS OF CREDIT RISK

9 Months Ended

Jun. 30, 2018

Risks and Uncertainties [Abstract]

CONCENTRATION OF CREDIT RISK

CONCENTRATIONS OF CREDIT RISK

Other than in Spire Marketing, Spire has no significant concentrations of credit risk.

A significant portion of Spire Marketing’s transactions are with (or are associated with) energy producers, utility companies, and pipelines. The concentration of transactions with these counterparties has the potential to affect the Company’s overall exposure to credit risk, either positively or negatively, in that each of these three groups may be affected similarly by changes in economic, industry, or other conditions. To manage this risk, as well as credit risk from significant counterparties in these and other industries, Spire Marketing has established procedures to determine the creditworthiness of its counterparties. These procedures include obtaining credit ratings and credit reports, analyzing counterparty financial statements to assess financial condition, and considering the industry environment in which the counterparty operates. This information is monitored on an ongoing basis. In some instances, Spire Marketing may require credit assurances such as prepayments, letters of credit, or parental guarantees. In addition, Spire Marketing may enter into netting arrangements to mitigate credit risk with counterparties in the energy industry with whom it conducts both sales and purchases of natural gas. Sales are typically made on an unsecured credit basis with payment due the month following delivery. Accounts receivable amounts are closely monitored and provisions for uncollectible amounts are accrued when losses are probable. Spire Marketing records accounts receivable, accounts payable, and prepayments for physical sales and purchases of natural gas on a gross basis. The amount included in its accounts receivable attributable to energy producers and their marketing affiliates totaled $6.5 at June 30, 2018 ($4.2 reflecting netting arrangements). Spire Marketing’s accounts receivable attributable to utility companies and their marketing affiliates totaled $53.4 at June 30, 2018 ($50.5 reflecting netting arrangements).

Spire Marketing also has concentrations of credit risk with certain individually significant counterparties and with pipeline companies associated with its natural gas receivable amounts. At June 30, 2018, the amounts included in accounts receivable from its five largest counterparties totaled $17.7. All five of these counterparties are investment-grade rated.

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PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

9 Months Ended

Jun. 30, 2018

Defined Contribution Plan [Abstract]

PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

Pension Plans

Spire and the Utilities maintain pension plans for their employees.

The Missouri Utilities have non-contributory, defined benefit, trusteed forms of pension plans covering the majority of their employees. Plan assets consist primarily of corporate and United States (US) government obligations and a growth segment consisting of exposure to equity markets, commodities, real estate and inflation-indexed securities, achieved through derivative instruments.

Spire Alabama has non-contributory, defined benefit, trusteed forms of pension plans covering the majority of its employees. Qualified plan assets are comprised of mutual and commingled funds consisting of US equities with varying strategies, global equities, alternative investments, and fixed income investments.

The net periodic pension cost included the following components:

	Three Months Ended June 30,						Nine Months Ended June 30,
	2018			2017			2018			2017
Spire
Service cost – benefits earned during the period	$	4.8		$	5.0		$	15.2		$	15.5
Interest cost on projected benefit obligation	6.5			7.0			20.3			20.8
Expected return on plan assets	(8.6		)	(9.4		)	(27.8		)	(29.0		)
Amortization of prior service (credit) cost	(0.2		)	0.2			(0.7		)	0.7
Amortization of actuarial loss	2.4			3.0			8.4			9.6
Loss on lump-sum settlements	7.5			—			16.9			11.9
Subtotal	12.4			5.8			32.3			29.5
Regulatory adjustment	2.1			3.1			30.4			0.3
Net pension cost	$	14.5		$	8.9		$	62.7		$	29.8

Spire Missouri
Service cost – benefits earned during the period	$	2.9		$	3.0		$	9.4		$	9.6
Interest cost on projected benefit obligation	4.6			4.8			14.4			14.5
Expected return on plan assets	(6.1		)	(6.8		)	(20.3		)	(21.2		)
Amortization of prior service cost	0.3			0.2			0.7			0.7
Amortization of actuarial loss	2.0			2.5			7.1			8.2
Loss on lump-sum settlements	5.2			—			14.6			11.5
Subtotal	8.9			3.7			25.9			23.3
Regulatory adjustment	2.4			1.3			26.7			(4.5		)
Net pension cost	$	11.3		$	5.0		$	52.6		$	18.8

Spire Alabama
Service cost – benefits earned during the period	$	1.6		$	1.6		$	4.9		$	4.7
Interest cost on projected benefit obligation	1.3			1.6			4.1			4.6
Expected return on plan assets	(1.6		)	(1.8		)	(5.0		)	(5.4		)
Amortization of prior service credit	(0.5		)	—			(1.4		)	—
Amortization of actuarial loss	0.4			0.5			1.3			1.4
Loss on lump-sum settlements	2.3			—			2.3			0.4
Subtotal	3.5			1.9			6.2			5.7
Regulatory adjustment	(0.6		)	1.6			3.0			4.3
Net pension cost	$	2.9		$	3.5		$	9.2		$	10.0

Pursuant to the provisions of the Missouri Utilities’ and Spire Alabama’s pension plans, pension obligations may be satisfied by monthly annuities, lump-sum cash payments, or special termination benefits. Lump-sum payments are recognized as settlements (which can result in gains or losses) only if the total of such payments exceeds the sum of service and interest costs in a specific year. Special termination benefits, when offered, are also recognized as settlements which can result in gains or losses. In the second and third quarters of fiscal 2018, certain plans met the criteria for settlement recognition, resulting in the remeasurement of the obligation of the plans using updated census data and assumptions for discount rate and mortality. In the quarter ended June 30, 2018, the two Missouri plans and one Alabama plan met the criteria, and the total lump-sum payments recognized as settlements was $34.5 (including $19.6 for Spire Missouri and $14.9 for Spire Alabama), resulting in total losses of $7.5 (including $5.2 for Spire Missouri and $2.3 for Spire Alabama). For the remeasurements, the discount rates for the Missouri plans were updated to 4.20% and 4.15% at June 30, 2018 (from 3.70% and 3.75% at September 30, 2017), and the discount rate for the Alabama plan was updated to 4.20% (from 3.65%). In the quarter ended March 31, 2018, the two Spire Missouri plans met the criteria for settlement recognition, and a total of $39.5 of lump-sum payments were recognized as settlements, resulting in losses of $9.4. In the quarter ended March 31, 2017, a Spire Missouri plan and a Spire Alabama plan met the criteria, and the lump-sum payments recognized as settlements were $36.3 and $1.9, respectively, resulting in losses of $11.5 and $0.4, respectively.

The funding policy of the Utilities is to contribute an amount not less than the minimum required by government funding standards, nor more than the maximum deductible amount for federal income tax purposes. Fiscal 2018 contributions to Spire Missouri’s pension plans through June 30, 2018, were $24.9 to the qualified trusts and none to non-qualified plans. There were no fiscal 2018 contributions to the Spire Alabama pension plans through June 30, 2018.

Contributions to the qualified trusts of the Missouri Utilities’ pension plans for the remainder of fiscal 2018 are anticipated to be $11.0. No contributions to Spire Alabama’s pension plans are expected to be required for the remainder of fiscal 2018, but a voluntary contribution is likely in September.

Postretirement Benefits

Spire and the Utilities provide certain life insurance benefits at retirement. Spire Missouri plans provide for medical insurance after early retirement until age 65. For retirements prior to January 1, 2015, the Spire Missouri West plans provided medical insurance after retirement until death. The Spire Alabama plans provide medical insurance upon retirement until death for certain retirees depending on the type of employee and the date the employee was originally hired.

Net periodic postretirement benefit costs consisted of the following components:

	Three Months Ended June 30,						Nine Months Ended June 30,
	2018			2017			2018			2017
Spire
Service cost – benefits earned during the period	$	2.3		$	2.7		$	7.0		$	8.2
Interest cost on accumulated postretirement benefit obligation	2.2			2.2			6.6			6.5
Expected return on plan assets	(3.5		)	(3.5		)	(10.5		)	(10.3		)
Amortization of prior service credit	—			—			(0.1		)	—
Amortization of actuarial loss	0.2			0.6			0.6			1.8
Subtotal	1.2			2.0			3.6			6.2
Regulatory adjustment	0.7			(0.8		)	0.8			(2.4		)
Net postretirement benefit cost	$	1.9		$	1.2		$	4.4		$	3.8

Spire Missouri
Service cost – benefits earned during the period	$	2.2		$	2.6		$	6.7		$	7.8
Interest cost on accumulated postretirement benefit obligation	1.7			1.7			5.3			5.1
Expected return on plan assets	(2.4		)	(2.3		)	(7.3		)	(6.8		)
Amortization of prior service cost	0.1			0.1			0.2			0.2
Amortization of actuarial loss	0.3			0.6			0.7			1.9
Subtotal	1.9			2.7			5.6			8.2
Regulatory adjustment	1.1			(0.4		)	2.1			(1.1		)
Net postretirement benefit cost	$	3.0		$	2.3		$	7.7		$	7.1

Spire Alabama
Service cost – benefits earned during the period	$	0.1		$	—		$	0.2		$	0.2
Interest cost on accumulated postretirement benefit obligation	0.4			0.4			1.1			1.2
Expected return on plan assets	(1.1		)	(1.1		)	(3.1		)	(3.3		)
Amortization of prior service credit	(0.1		)	(0.1		)	(0.3		)	(0.2		)
Amortization of actuarial gain	(0.1		)	—			(0.1		)	(0.1		)
Subtotal	(0.8		)	(0.8		)	(2.2		)	(2.2		)
Regulatory adjustment	(0.5		)	(0.5		)	(1.4		)	(1.4		)
Net postretirement benefit income	$	(1.3	)	$	(1.3	)	$	(3.6	)	$	(3.6	)

Missouri and Alabama state laws provide for the recovery in rates of costs accrued pursuant to GAAP provided that such costs are funded through an independent, external funding mechanism. The Utilities have established Voluntary Employees’ Beneficiary Association (VEBA) and Rabbi Trusts as external funding mechanisms. The assets of the VEBA and Rabbi Trusts consist primarily of money market securities and mutual funds invested in stocks and bonds.

The Utilities’ funding policy is to contribute amounts to the trusts equal to the periodic benefit cost calculated pursuant to GAAP as recovered in rates. There have been $3.4 in contributions to the postretirement plans through June 30, 2018, for the Missouri Utilities. Contributions to the qualified trusts of the postretirement plans for the remainder of fiscal 2018 are anticipated to be $3.5. For Spire Alabama, there were no contributions to the postretirement plans during the first nine months of fiscal 2018, and none are expected to be required for the remainder of the fiscal year.

Regulatory Update - Spire Missouri

In a rate order issued in the second quarter of fiscal 2018, the MoPSC disallowed recovery of $28.8 related to pension costs. This amount of regulatory assets was written off to expense during that quarter and is reflected in the regulatory adjustment for both Spire Missouri and Spire for the nine months ended June 30, 2018. Also included in the rate order were updates to the treatment of pension and other postretirement benefits. Effective April 19, 2018, the pension cost for Spire Missouri West included in customer rates was reduced from $9.9 to $5.5 per year, the pension cost included in the Spire Missouri East customer rates was increased from $15.5 to $29.0 per year, and the annual allowance for health care postretirement plans for Spire Missouri East was reduced from $9.5 to $8.6. Over an amortization period of eight years, Spire Missouri East rates will also include the amortization of $173.0 of assets for pension and other postretirement benefits, and Spire Missouri West rates will be reduced by the amortization of a $26.2 net liability for pension and other postretirement benefits. These changes are discussed further in Note 3, Regulatory Matters.

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INFORMATION BY OPERATING SEGMENT

9 Months Ended

Jun. 30, 2018

Segment Reporting [Abstract]

INFORMATION BY OPERATING SEGMENT

INFORMATION BY OPERATING SEGMENT

The Company has two reportable segments: Gas Utility and Gas Marketing. The Gas Utility segment is the aggregation of the operations of the Utilities. The Gas Marketing segment includes the results of Spire Marketing, a subsidiary engaged in the non-regulated marketing of natural gas and related activities, including utilizing natural gas storage contracts for providing natural gas sales. Other components of the Company’s consolidated information include:

• unallocated corporate items, including certain debt and associated interest costs;

• Spire STL Pipeline LLC, a subsidiary planning the construction and operation of a proposed 65-mile Federal Energy Regulatory Commission (FERC)-regulated pipeline to deliver natural gas into eastern Missouri;

• physical natural gas storage operations, acquired in December 2017 and May 2018; and

• Spire’s subsidiaries engaged in the operation of a propane pipeline, compression of natural gas, and risk management, among other activities.

Accounting policies are described in Note 1, Summary of Significant Accounting Policies. Intersegment transactions include sales of natural gas from Spire Marketing to Spire Missouri, sales of natural gas from Spire Missouri to Spire Marketing, propane transportation services provided by Spire NGL Inc. to Spire Missouri, and propane storage services provided by Spire Missouri to Spire NGL Inc.

Management evaluates the performance of the operating segments based on the computation of net economic earnings. Net economic earnings exclude from reported net income the impacts of fair value accounting and timing adjustments associated with energy-related transactions, the impacts of acquisition, divestiture and restructuring activities, and the largely non-cash impacts of other non-recurring or unusual items such as certain regulatory, legislative, or GAAP standard-setting actions.In fiscal 2018, these items include the revaluation of deferred tax assets and liabilities due to the federal Tax Cuts and Jobs Act (see Note 11, Income Taxes) and the write-off of certain long-standing assets as a result of our Missouri rate proceedings (see Note 3, Regulatory Matters).

	Gas Utility		Gas Marketing			Other			Eliminations			Consolidated
Three Months Ended June 30, 2018
Operating Revenues:
Revenues from external customers	$	334.8	$	14.4		$	1.4		$	—		$	350.6
Intersegment revenues	—		—			2.9			(2.9		)	—
Total Operating Revenues	334.8		14.4			4.3			(2.9		)	350.6
Operating Expenses:
Gas Utility
Natural and propane gas	117.9		—			—			(10.7		)	107.2
Operation and maintenance	107.9		—			—			(2.3		)	105.6
Depreciation and amortization	40.5		—			—			—			40.5
Taxes, other than income taxes	33.5		—			—			—			33.5
Total Gas Utility Operating Expenses	299.8		—			—			(13.0		)	286.8
Gas Marketing and Other	—		(7.2		)	8.5			10.1			11.4
Total Operating Expenses	299.8		(7.2		)	8.5			(2.9		)	298.2
Operating Income (Loss)	$	35.0	$	21.6		$	(4.2	)	$	—		$	52.4
Net Economic Earnings (Loss)	$	16.9	$	4.4		$	(6.1	)	$	—		$	15.2

	Gas Utility		Gas Marketing		Other			Eliminations			Consolidated
Three Months Ended June 30, 2017
Operating Revenues:
Revenues from external customers	$	305.1	$	17.9	$	0.5		$	—		$	323.5
Intersegment revenues	1.5		—		1.6			(3.1		)	—
Total Operating Revenues	306.6		17.9		2.1			(3.1		)	323.5
Operating Expenses:
Gas Utility
Natural and propane gas	88.7		—		—			(12.0		)	76.7
Operation and maintenance	101.9		—		—			(1.1		)	100.8
Depreciation and amortization	38.4		—		—			—			38.4
Taxes, other than income taxes	30.5		—		—			—			30.5
Total Gas Utility Operating Expenses	259.5		—		—			(13.1		)	246.4
Gas Marketing and Other	—		12.0		4.8			10.0			26.8
Total Operating Expenses	259.5		12.0		4.8			(3.1		)	273.2
Operating Income (Loss)	$	47.1	$	5.9	$	(2.7	)	$	—		$	50.3
Net Economic Earnings (Loss)	$	23.3	$	2.3	$	(4.0	)	$	—		$	21.6

	Gas Utility		Gas Marketing		Other			Eliminations			Consolidated
Nine Months Ended June 30, 2018
Operating Revenues:
Revenues from external customers	$	1,667.3	$	55.3	$	3.2		$	—		$	1,725.8
Intersegment revenues	0.3		—		8.3			(8.6		)	—
Total Operating Revenues	1,667.6		55.3		11.5			(8.6		)	1,725.8
Operating Expenses:
Gas Utility
Natural and propane gas	784.5		—		—			(52.8		)	731.7
Operation and maintenance	353.5		—		—			(6.4		)	347.1
Depreciation and amortization	121.9		—		—			—			121.9
Taxes, other than income taxes	128.2		—		—			—			128.2
Total Gas Utility Operating Expenses	1,388.1		—		—			(59.2		)	1,328.9
Gas Marketing and Other	—		27.6		19.4			50.6			97.6
Total Operating Expenses	1,388.1		27.6		19.4			(8.6		)	1,426.5
Operating Income (Loss)	$	279.5	$	27.7	$	(7.9	)	$	—		$	299.3
Net Economic Earnings (Loss)	$	208.1	$	18.2	$	(16.0	)	$	—		$	210.3
Nine Months Ended June 30, 2017
Operating Revenues:
Revenues from external customers	$	1,419.1	$	61.8	$	1.1		$	—		$	1,482.0
Intersegment revenues	7.9		—		4.6			(12.5		)	—
Total Operating Revenues	1,427.0		61.8		5.7			(12.5		)	1,482.0
Operating Expenses:
Gas Utility
Natural and propane gas	578.8		—		—			(54.0		)	524.8
Operation and maintenance	301.7		—		—			(3.1		)	298.6
Depreciation and amortization	114.0		—		—			—			114.0
Taxes, other than income taxes	112.2		—		—			—			112.2
Total Gas Utility Operating Expenses	1,106.7		—		—			(57.1		)	1,049.6
Gas Marketing and Other	—		58.9		9.1			44.6			112.6
Total Operating Expenses	1,106.7		58.9		9.1			(12.5		)	1,162.2
Operating Income (Loss)	$	320.3	$	2.9	$	(3.4	)	$	—		$	319.8
Net Economic Earnings (Loss)	$	187.3	$	3.7	$	(12.9	)	$	—		$	178.1

The Company’s total assets by segment were as follows:

	June 30,			September 30,			June 30,
	2018			2017			2017
Total Assets:
Gas Utility	$	5,445.5		$	5,551.2		$	5,323.1
Gas Marketing	234.5			246.2			223.6
Other	2,135.9			2,239.5			2,171.8
Eliminations	(1,231.0		)	(1,490.2		)	(1,420.3		)
Total Assets	$	6,584.9		$	6,546.7		$	6,298.2

The following table reconciles the Company’s net economic earnings to net income.

	Three Months Ended June 30,						Nine Months Ended June 30,
	2018			2017			2018			2017
Net Income	$	25.9		$	21.7		$	240.1		$	174.9
Adjustments, pre-tax:
Missouri regulatory adjustments	—			—			30.6			—
Unrealized (gain) loss on energy-related derivative contracts	(16.0		)	(2.2		)	(3.4		)	3.2
Realized gain on economic hedges prior to sale of the physical commodity	—			—			(0.3		)	(0.2		)
Acquisition, divestiture and restructuring activities	3.3			1.9			7.0			2.1
Income tax effect of adjustments	2.0			0.2			(9.7		)	(1.9		)
Effects of the Tax Cuts and Jobs Act	—			—			(54.0		)	—
Net Economic Earnings	$	15.2		$	21.6		$	210.3		$	178.1

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Jun. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

Commitments

The Company and the Utilities have entered into contracts with various counterparties, expiring on dates through 2031, for the storage, transportation, and supply of natural gas. Minimum payments required under the contracts in place at June 30, 2018, are estimated at $1,240.5, $510.7, and $328.0 for the Company, Spire Missouri, and Spire Alabama, respectively. Additional contracts are generally entered into prior to or during the heating season of November through April. The Utilities recover their costs from customers in accordance with their PGA clauses or GSA riders. On April 27, 2018, Spire STL Pipeline entered into a construction contract. Though unit pricing generally applies, Spire STL Pipeline currently estimates the total project costs under the contract to be approximately $100.0, with the primary construction period currently scheduled in 2019. Spire STL Pipeline has the right to terminate the construction contract at any time with payment for the value of work performed plus costs incurred.

Contingencies

The Company and the Utilities account for contingencies, including environmental liabilities, in accordance with accounting standards under the loss contingency guidance of ASC Topic 450, Contingencies, when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

In addition to matters noted below, the Company and the Utilities are involved in other litigation, claims, and investigations arising in the normal course of business. Management, after discussion with counsel, believes the final outcome will not have a material effect on the consolidated statements of income, balance sheets, and statements of cash flows of the Company, Spire Missouri, or Spire Alabama. However, there is uncertainty in the valuation of pending claims and prediction of litigation results.

The Company and the Utilities own and operate natural gas distribution, transmission, and storage facilities, the operations of which are subject to various environmental laws, regulations, and interpretations. While environmental issues resulting from such operations arise in the ordinary course of business, such issues have not materially affected the Company’s or Utilities’ financial position and results of operations. As environmental laws, regulations, and their interpretations change, the Company or the Utilities may incur additional environmental liabilities that may result in additional costs, which may be material.

In the natural gas industry, many gas distribution companies have incurred environmental liabilities associated with sites they or their predecessor companies formerly owned or operated where manufactured gas operations took place. The Utilities each have former manufactured gas plant (MGP) operations in their respective service territories. To the extent costs are incurred associated with environmental remediation activities, the Utilities would request authority from their respective regulators to defer such costs (less any amounts received from insurance proceeds or as contributions from other potentially responsible parties (PRPs) and collect them through future rates.

Spire

On June 14, 2017, Spire filed a lawsuit against Cellular South, Inc. d/b/a C-Spire in federal district court for the Southern District of Alabama, Civil Action 17-00266-KD-N, seeking a declaratory order that Spire’s SPIRE trademarks do not infringe upon Cellular South’s C-SPIRE trademarks, and that Spire is entitled to federal registration of its trademarks. In prior proceedings before the United States Patent and Trademark Office, Cellular South filed oppositions to Spire’s attempts to register the SPIRE name, the SPIRE logo and the SPIRE LOGO + HANDSHAKE trademarks. In answer to Spire’s lawsuit, Cellular South filed counterclaims alleging infringement and unfair business practices, and seeking a declaration of infringement and that SPIRE marks are not registrable by Spire. On April 23, 2018, the parties mutually agreed to dismiss all litigation concerning the matter and enter into a coexistence agreement for the use of their respective trademarks.

Since April 2012, a total of 14 lawsuits encompassing more than 1,600 plaintiffs have been filed against Spire Gulf in Mobile County Circuit Court alleging that in the first half of 2008, Spire Gulf spilled tert-butyl mercaptan, an odorant added to natural gas for safety reasons, in Eight Mile, Alabama. All of the lawsuits have been substantially settled, with the exception of 27 individuals who rejected their settlement offers and whose claims remain pending. Those remaining claims allege nuisance, fraud and negligence causes of actions, and seek unspecified compensatory and punitive damages. A claim has been made against the insurance carriers requesting reimbursement for costs accrued in respect to this spill, and a related receivable has been recorded. The Company does not expect potential liabilities that may arise from these lawsuits to have a material impact on its future financial condition or results of operations.

In February 2018, the Company was made aware of a complaint filed with the U.S. Department of Housing and Urban Development by the South Alabama Center for Fair Housing and the National Community Reinvestment Coalition. The complaint alleges that the Company discriminated against unspecified residents of Eight Mile, Alabama, on the basis of race in violation of the Fair Housing Act by failing to adequately address the odorant release that occurred in 2008. The Company believes there is no basis for the complaint, HUD has no jurisdiction in the matter, and there will be no material impact on its future financial condition or results of operations.

Spire Missouri

Spire Missouri has identified three former MGP sites in the city of St. Louis, Missouri (City) where costs have been incurred and claims have been asserted. Spire Missouri has enrolled two of the sites in the Missouri Department of Natural Resources (MDNR) Brownfields/Voluntary Cleanup Program (BVCP). The third site is the result of a relatively new claim assertion by the United States Environmental Protection Agency (EPA) and such claim is currently being investigated.

In conjunction with redevelopment of one of the sites, Spire Missouri and another former owner of the site entered into an agreement (Remediation Agreement) with the City development agencies, the developer, and an environmental consultant that obligates one of the City agencies and the environmental consultant to remediate the site and obtain a No Further Action letter from the MDNR. The Remediation Agreement also provides for a release of Spire Missouri and the other former site owner from certain liabilities related to the past and current environmental condition of the site and requires the developer and the environmental consultant to maintain certain insurance coverage, including remediation cost containment, premises pollution liability, and professional liability. The operative provisions of the Remediation Agreement were triggered on December 20, 2010, on which date Spire Missouri and the other former site owner, as full consideration under the Remediation Agreement, paid a small percentage of the cost of remediation of the site. The amount paid by Spire Missouri did not materially impact the financial condition, results of operations, or cash flows of the Company.

Spire Missouri has not owned the second site for many years. In a letter dated June 29, 2011, the Attorney General for the State of Missouri informed Spire Missouri that the MDNR had completed an investigation of the site. The Attorney General requested that Spire Missouri participate in the follow up investigations of the site. In a letter dated January 10, 2012, Spire Missouri stated that it would participate in future environmental response activities at the site in conjunction with other PRPs that are willing to contribute to such efforts in a meaningful and equitable fashion. Accordingly, Spire Missouri entered into a cost sharing agreement for remedial investigation with other PRPs. Pending MDNR approval, which has not occurred to date, the remedial investigation of the site will begin.

Additionally, in correspondence dated November 30, 2016, Region 7 of the EPA has asserted that Spire Missouri is liable under Section 107(a) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) for alleged coal gas waste contamination at a third site in the northern portion of the City on which Spire Missouri operated a MGP. Spire Missouri has not owned or operated the site (also known as Station “B”) for over 70 years. Spire Missouri and the site owner have met with the EPA and reviewed its assertions. Both Spire Missouri and the site owner have notified the EPA that information and data provided by the EPA to date does not rise to the level of documenting a threat to the public health or environment. As such, Spire Missouri is requesting more information from the EPA, some of which will also be utilized to identify other former owners and operators of the site that could be added as PRPs. To date, Spire Missouri has not received a response from the EPA.

Spire Missouri has notified its insurers that it seeks reimbursement for costs incurred in the past and future potential liabilities associated with the MGP sites. While some of the insurers have denied coverage and reserved their rights, Spire Missouri continues to discuss potential reimbursements with them.

On March 10, 2015, Spire Missouri received a Section 104(e) information request under CERCLA from EPA Region 7 regarding the former Thompson Chemical/Superior Solvents site in the City. In turn, Spire Missouri issued a Freedom of Information Act (FOIA) request to the EPA on April 3, 2015, in an effort to identify the basis of the inquiry. The FOIA response from the EPA was received on July 15, 2015 and a response was provided to the EPA on August 15, 2015. Spire Missouri has received no further inquiry from the EPA regarding this matter.

In its western service area, Spire Missouri has seven owned MGP sites enrolled in the BVCP, including Joplin MGP #1, St. Joseph MGP #1, Kansas City Coal Gas Station B, Kansas City Station A Railroad area, Kansas City Coal Gas Station A North, Kansas City Coal Gas Station A South, and Independence MGP #2. Source removal has been conducted at all of the owned sites since 2003 with the exception of Joplin. On September 15, 2016, a request was made with the MDNR for a restrictive covenant use limitation with respect to Joplin. Remediation efforts at the seven sites are at various stages of completion, ranging from groundwater monitoring and sampling following source removal activities to the aforementioned request in respect to Joplin. As part of its participation in the BVCP, MGE communicates regularly with the MDNR with respect to its remediation efforts and monitoring activities at these sites. On May 11, 2015, MDNR approved the next phase of investigation at the Kansas City Station A North and Railroad areas.

To date, costs incurred for all Missouri Utilities’ MGP sites for investigation, remediation and monitoring these sites have not been material. However, the amount of costs relative to future remedial actions at these and other sites is unknown and may be material. The actual future costs that Spire Missouri may incur could be materially higher or lower depending upon several factors, including whether remediation actions will be required, final selection and regulatory approval of any remedial actions, changing technologies and government regulations, the ultimate ability of other PRPs to pay, and any insurance recoveries.

In 2013, Spire Missouri retained an outside consultant to conduct probabilistic cost modeling of 19 former MGP sites owned or operated by Spire Missouri. The purpose of this analysis was to develop an estimated range of probabilistic future liability for each site. That analysis, completed in August 2014, provided a range of demonstrated possible future expenditures to investigate, monitor and remediate all 19 MGP sites. Spire Missouri has recorded its best estimate of the probable expenditures that relate to these matters. The amount is not material.

Spire Missouri and the Company do not expect potential liabilities that may arise from remediating these sites to have a material impact on their future financial condition or results of operations.

Spire Alabama

On December 17, 2013, an incident occurred at a Housing Authority apartment complex in Birmingham, Alabama that resulted in one fatality, personal injuries and property damage. Spire Alabama cooperated with the National Transportation Safety Board (NTSB) which investigated the incident. The NTSB report of findings was issued on March 30, 2016 and no safety recommendations, fines, or penalties were contained therein. Spire Alabama has been named as a defendant in several lawsuits arising from the incident, some of which remain pending. Spire Alabama does not expect potential liabilities that may arise from these lawsuits to have a material impact on its future financial condition or results of operations.

Spire Alabama is in the chain of title of nine former MGP sites, four of which it still owns, and five former manufactured gas distribution sites, one of which it still owns. Spire Alabama does not foresee a probable or reasonably estimable loss associated with these sites. Spire Alabama and the Company do not expect potential liabilities that may arise from remediating these sites to have a material impact on their future financial condition or results of operations.

In 2012, Spire Alabama responded to an EPA Request for Information Pursuant to Section 104 of CERCLA relating to the 35th Avenue Superfund Site located in North Birmingham, Jefferson County, Alabama. Spire Alabama was identified as a PRP under CERCLA for the cleanup of the site or costs the EPA incurs in cleaning up the site. At this point, Spire Alabama has not been provided information that would allow it to determine the extent, if any, of its potential liability with respect to the 35th Avenue Superfund Site and vigorously denies its inclusion as a PRP.

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INCOME TAXES

9 Months Ended

Jun. 30, 2018

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

The Tax Cuts and Jobs Act (the TCJA) was signed into law on December 22, 2017, with an effective date of January 1, 2018, for substantially all of the provisions. This comprehensive act includes significant reform of the current income tax code including changes in the calculation for business entities and a reduction in the corporate federal income tax rate from 35% to 21%. The specific provisions related to regulated public utilities in the TCJA generally allow for the continued deductibility of interest expense, the elimination of full expensing for tax purposes of certain property acquired after September 27, 2017, and the continuation of certain rate normalization requirements for accelerated depreciation benefits.

ASC Topic 740, Income Taxes, requires that the effects of changes in tax laws be recognized in the period in which the new law is enacted. It also requires deferred tax assets and liabilities to be measured at the enacted tax rate expected to apply when temporary differences are to be realized or settled. For the Company’s regulated entities, the changes in deferred taxes related to the regulated operations are recorded as either an offset to or creation of a regulatory asset or liability and may be subject to refund to customers in future periods. The changes in deferred taxes that are not associated with rate making (including all changes for the Company’s unregulated operations) are recorded as adjustments to deferred tax expense.

The Company has recorded TCJA impacts and reflected those amounts in the June 30, 2018, financial statements. The amounts recorded are based on information known and reasonable estimates used as of that date, but are subject to change based on a number of factors, including further actions of regulators. The items recorded include the impact of the federal income tax rate reduction and the revaluation of the deferred tax assets and liabilities. In the second quarter of fiscal 2018, the estimated amounts were adjusted to account for effects of the March MoPSC order, including the lower federal tax rate impact for the quarter and reductions in net deferred tax liabilities related to regulatory assets determined not to be recoverable and removed from rate base. In the third quarter of fiscal 2018, the MoPSC Amended Report and Order took effect and the estimated excess accumulated deferred income tax began to be returned to customers in rates. The amount being returned is estimated with a tracker established to defer the difference from the estimated amounts to the actual amounts once the actual amounts have been calculated. During the third quarter of fiscal 2018, excess accumulated deferred taxes of $1.9 were returned.

The total amounts recorded, before reduction for amounts returned to customers, for the nine months ended June 30, 2018, are presented in the table below.

	Spire			Spire Missouri			Spire Alabama
Adjustment to deferred tax assets	$	—		$	—		$	(60.8	)
Adjustment to deferred tax liabilities	(299.5		)	(268.2		)	—
Adjustment to deferred income tax expense	(69.4		)	(54.6		)	59.2
Adjustment to regulatory assets	(59.4		)	(61.0		)	1.6
Adjustment to regulatory liabilities	170.7			152.6			—

As indicated in Note 1, Summary of Significant Accounting Policies, the Company’s regulated operations accounting for income taxes is impacted by ASC 980, Regulated Operations. Reductions in deferred income tax balances due to the reduction in the corporate income tax rate will result in amounts previously collected from utility customers for these deferred taxes to be refundable to such customers, generally through reductions in future rates. The TCJA includes provisions that stipulate how these excess deferred taxes are to be passed back to customers for certain accelerated tax depreciation benefits. Potential refunds of other deferred taxes will be determined by state regulators.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

BASIS OF PRESENTATION

BASIS OF PRESENTATION –These notes are an integral part of the accompanying unaudited financial statements of Spire Inc. (Spire or the Company), as well as Spire Missouri Inc. (Spire Missouri or the Missouri Utilities) and Spire Alabama Inc. (Spire Alabama). Spire Missouri and Spire Alabama are wholly owned subsidiaries of the Company. Spire Missouri, Spire Alabama and the subsidiaries of Spire EnergySouth Inc. (Spire EnergySouth) are collectively referred to as the Utilities. The subsidiaries of Spire EnergySouth are Spire Gulf Inc. and Spire Mississippi Inc.

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information with the instructions to Form 10-Q and Rule 10-01 of Regulation S‑X. Accordingly, they do not include all of the disclosures required for complete financial statements. In the opinion of management, the accompanying unaudited financial statements include all adjustments (consisting of only normal recurring adjustments) necessary for the fair presentation of the results of operations for the periods presented. This Form 10-Q should be read in conjunction with the Notes to Financial Statements contained in Spire’s, Spire Missouri’s and Spire Alabama’s combined Annual Report on Form 10-K for the fiscal year ended September 30, 2017.

The consolidated financial position, results of operations, and cash flows of Spire include the accounts of the Company and all its subsidiaries. One subsidiary acquired an 80% voting interest in a natural gas storage facility in December 2017, and the redeemable noncontrolling interest is shown as temporary equity on the balance sheet. Transactions and balances between consolidated entities have been eliminated from the consolidated financial statements of Spire. In compliance with GAAP, transactions between Spire Missouri and Spire Alabama and their affiliates, as well as intercompany balances on their balance sheets, have not been eliminated from their separate financial statements.

REVENUE RECOGNITION

REVENUE RECOGNITION – The Utilities read meters and bill customers on monthly cycles. The Missouri Utilities, Spire Gulf and Spire Mississippi record their gas utility revenues from gas sales and transportation services on an accrual basis that includes estimated amounts for gas delivered but not yet billed. The accruals for unbilled revenues are reversed in the subsequent accounting period when meters are actually read and customers are billed. The amounts of accrued unbilled revenues for Spire Missouri at June 30, 2018, September 30, 2017, and June 30, 2017, were $31.5, $30.1, and $31.9, respectively.

Spire Alabama records natural gas distribution revenues in accordance with the tariff established by the Alabama Public Service Commission (APSC). Unbilled revenue is accrued in an amount equal to the related gas cost, as profit margin is not considered earned until billed. The amounts of accrued unbilled revenues for Spire Alabama at June 30, 2018, September 30, 2017, and June 30, 2017 were $1.7, $1.9, and $6.0, respectively.

Spire’s other subsidiaries, including Spire Marketing, record revenues when earned, either when the product is delivered or when services are performed.

In the course of its business, Spire Marketing enters into commitments associated with the purchase or sale of natural gas. Certain of their derivative natural gas contracts are designated as normal purchases or normal sales and, as such, are excluded from the scope of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 815, Derivatives and Hedging. Those contracts are accounted for as executory contracts and recorded on an accrual basis. Revenues and expenses from such contracts are recorded using a gross presentation. Contracts not designated as normal purchases or normal sales are recorded as derivatives with changes in fair value recognized in earnings in the periods prior to physical delivery. Certain of Spire Marketing’s wholesale purchase and sale transactions are classified as trading activities for financial reporting purposes. Under GAAP, revenues and expenses associated with trading activities are presented on a net basis in Gas Marketing Operating Revenues (or expenses, if negative) in the Condensed Consolidated Statements of Income. This net presentation has no effect on operating income or net income.

GROSS RECEIPTS AND SALES TAXES

GROSS RECEIPTS AND SALES TAXES – Gross receipts taxes associated with the Company’s natural gas utility services are imposed on the Utilities and billed to their customers. The revenue and expense amounts are recorded gross in the “Operating Revenues” and “Taxes, other than income taxes” lines, respectively, in the statements of income.

REGULATED OPERATIONS

REGULATED OPERATIONS –The Utilities account for their regulated operations in accordance with FASB ASC Topic 980, Regulated Operations. This topic sets forth the application of GAAP for those companies whose rates are established by or are subject to approval by an independent third-party regulator. The provisions of this accounting guidance require, among other things, that financial statements of a regulated enterprise reflect the actions of regulators, where appropriate. These actions may result in the recognition of revenues and expenses in time periods that are different than non-regulated enterprises. When this occurs, costs are deferred as assets in the balance sheet (regulatory assets) and recorded as expenses when those amounts are reflected in rates. In addition, regulators can impose liabilities upon a regulated company for amounts previously collected from customers and for recovery of costs that are expected to be incurred in the future (regulatory liabilities). Management believes that the current regulatory environment supports the continued use of these regulatory accounting principles and that all regulatory assets and regulatory liabilities are recoverable or refundable through the regulatory process.

As authorized by the Missouri Public Service Commission (MoPSC), the Mississippi Public Service Commission (MSPSC) and the APSC, the Purchased Gas Adjustment (PGA) clauses and Gas Supply Adjustment (GSA) riders allow the Utilities to pass through to customers the cost of purchased gas supplies. Regulatory assets and liabilities related to the PGA clauses and the GSA riders are both labeled Unamortized Purchased Gas Adjustments herein.

TRANSACTIONS WITH AFFILIATES

TRANSACTIONS WITH AFFILIATES –Transactions between affiliates of the Company have been eliminated from the consolidated statements of Spire.

NEW ACCOUNTING PRONOUNCEMENTS

NEW ACCOUNTING PRONOUNCEMENTS – In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. Under the new standard, an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies may need to use more judgment and make more estimates than under current guidance. ASU No. 2014-09 also requires disclosures that will enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Existing alternative revenue program guidance, though excluded by the FASB in updating specific guidance associated with revenue from contracts with customers, was relocated without substantial modification to accounting guidance for rate-regulated entities. It will require separate presentation of such revenues in the statement of income. Entities have the option of using either a full retrospective or modified retrospective approach in adopting this guidance. In August 2015, the FASB issued ASU No. 2015-14, which made the guidance in ASU No. 2014-09 effective for fiscal years beginning after December 15, 2017, and interim periods within those years. In 2016 and 2017, the FASB issued related ASU Nos. 2016-08, 2016-10, 2016-11, 2016-12, 2016-20, and 2017-14, which further modified the standards for accounting for revenue. The Company, Spire Missouri and Spire Alabama have completed their evaluation of their sources of revenue and related contracts and plan to adopt the new guidance in the first quarter of fiscal 2019 using the modified retrospective approach with no material effect on their financial position, results of operations, or cash flows.

In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard requires lessees to recognize a right-of-use asset and lease liability for almost all lease contracts based on the present value of lease payments. There is an exemption for short-term leases. The ASU provides new guidelines for identifying and classifying a lease, and classification affects the pattern and income statement line item for the related expense. This update will be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. ASU No. 2018-01, issued in January 2018, clarifies the related transition and accounting for existing and new or modified land easements. The ASUs are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company, Spire Missouri and Spire Alabama are currently assessing the timing and impacts of adopting these standards, which must be adopted by the first quarter of fiscal 2020.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments. The standard introduces new guidance for the accounting for credit losses on instruments within its scope, including trade receivables. It is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and may be adopted a year earlier. The new guidance will be initially applied through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The Company, Spire Missouri and Spire Alabama are currently assessing the timing and impacts of adopting this standard, which must be adopted by the first quarter of fiscal 2021.

In March 2017, the FASB issued ASU No. 2017-07, Compensation – Retirement Benefits: Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The amended guidance requires that the service cost component of pension and postretirement benefit costs be presented within the same line item in the income statement as other compensation costs (except for the amount being capitalized), while other components are to be presented outside the subtotal of operating income and are no longer eligible for capitalization. The ASU is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The amended guidance will be applied retrospectively for income statement presentation and prospectively for capitalization. The Company, Spire Missouri and Spire Alabama will adopt this standard in the first quarter of fiscal 2019 using a practical expedient permitting the use of the amounts disclosed in its pension and other postretirement benefit plan note for the prior comparative periods as the estimation basis for applying the retrospective presentation requirements. They will continue to capitalize the non-service cost components as allowed for regulatory reporting, but those capitalized amounts will be reported as regulatory assets rather than plant.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities. The amendments in this ASU more closely align the results of hedge accounting with risk management activities through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results in the financial statements. They are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, and early application is permitted. The Company, Spire Missouri and Spire Alabama are currently assessing the effects of this new guidance, as well as the timing of adoption.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Schedule of gross receipts taxes

The following table presents gross receipts and sales taxes recorded as revenues:

	Three Months Ended June 30,				Nine Months Ended June 30,
	2018		2017		2018		2017
Spire	$	20.4	$	18.0	$	87.1	$	71.7
Spire Missouri	14.5		12.4		61.3		52.0
Spire Alabama	5.2		4.2		22.4		16.1

Schedule of inter-company transactions

In addition, Spire Missouri’s other transactions with affiliates included:

	Three Months Ended June 30,				Nine Months Ended June 30,
	2018		2017		2018		2017
Purchases of natural gas from Spire Marketing	$	10.4	$	11.8	$	52.0	$	53.3
Sales of natural gas to Spire Marketing	—		1.5		0.3		7.8
Transportation services received from Spire NGL Inc.	0.3		0.3		0.8		0.8

Schedule of capital expenditures excluded from statement of cash flow

Accrued capital expenditures, shown in the following table, are excluded from capital expenditures in the statements of cash flows until paid.

	June 30,		September 30,		June 30,
	2018		2017		2017
Spire	$	33.8	$	41.0	$	26.5
Spire Missouri	21.9		28.9		16.5
Spire Alabama	9.9		9.4		7.9

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EARNINGS PER COMMON SHARE (Tables)

9 Months Ended

Jun. 30, 2018

Earnings Per Share [Abstract]

Schedule of Earnings Per Common Share

Spire	Three Months Ended June 30,				Nine Months Ended June 30,
	2018		2017		2018		2017
Basic Earnings Per Share:
Net Income	$	25.9	$	21.7	$	240.1	$	174.9
Less: Income allocated to participating securities	0.1		0.1		0.5		0.4
Net Income Available to Common Shareholders	$	25.8	$	21.6	$	239.6	$	174.5
Weighted Average Shares Outstanding (in millions)	49.6		48.1		48.7		46.4
Basic Earnings Per Share of Common Stock	$	0.52	$	0.45	$	4.92	$	3.76
Diluted Earnings Per Share:
Net Income	$	25.9	$	21.7	$	240.1	$	174.9
Less: Income allocated to participating securities	0.1		0.1		0.5		0.4
Net Income Available to Common Shareholders	$	25.8	$	21.6	$	239.6	$	174.5
Weighted Average Shares Outstanding (in millions)	49.6		48.1		48.7		46.4
Dilutive Effect of Restricted Stock and Restricted Stock Units (in millions)*	0.1		0.1		0.1		0.2
Weighted Average Diluted Shares (in millions)	49.7		48.2		48.8		46.6
Diluted Earnings Per Share of Common Stock	$	0.52	$	0.45	$	4.91	$	3.75
* Calculation excludes certain outstanding shares (shown in millions by period at the right) attributable to stock units subject to performance or market conditions and restricted stock, which could have a dilutive effect in the future	0.4		0.4		0.4		0.4

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REGULATORY MATTERS (Tables)

9 Months Ended

Jun. 30, 2018

Regulated Operations [Abstract]

Schedule of regulatory assets

The following regulatory assets and regulatory liabilities, including purchased gas adjustments, were reflected in the balance sheets of the Company, Spire Missouri and Spire Alabama as of June 30, 2018, September 30, 2017, and June 30, 2017.

	June 30,		September 30,		June 30,
Spire	2018		2017		2017
Regulatory Assets:
Current:
Pension and postretirement benefit costs	$	43.2	$	42.2	$	41.7
Unamortized purchased gas adjustments	14.6		102.6		73.9
Other	38.9		30.7		29.0
Total Current Regulatory Assets	96.7		175.5		144.6
Noncurrent:
Future income taxes due from customers	130.5		170.5		166.6
Pension and postretirement benefit costs	369.4		404.7		453.4
Cost of removal	126.2		123.3		135.4
Unamortized purchased gas adjustments	—		9.9		13.9
Energy efficiency	31.8		29.0		27.8
Other	37.2		53.7		43.4
Total Noncurrent Regulatory Assets	695.1		791.1		840.5
Total Regulatory Assets	$	791.8	$	966.6	$	985.1
Regulatory Liabilities:
Current:
Rate Stabilization and Equalization (RSE) adjustment	$	—	$	1.4	$	1.2
Unbilled service margin	—		—		6.0
Refundable negative salvage	5.2		8.2		8.2
Unamortized purchased gas adjustments	1.1		1.0		1.0
Other	18.2		12.0		9.5
Total Current Regulatory Liabilities	24.5		22.6		25.9
Noncurrent:
Deferred taxes due to customers	182.7		—		—
Pension and postretirement benefit costs	30.2		32.2		27.0
Refundable negative salvage	—		4.1		4.1
Accrued cost of removal	65.0		83.8		74.6
Unamortized purchased gas adjustments	37.0		1.9		3.0
Other	49.4		35.2		31.1
Total Noncurrent Regulatory Liabilities	364.3		157.2		139.8
Total Regulatory Liabilities	$	388.8	$	179.8	$	165.7

	June 30,		September 30,		June 30,
Spire Missouri	2018		2017		2017
Regulatory Assets:
Current:
Pension and postretirement benefit costs	$	34.9	$	34.9	$	34.9
Unamortized purchased gas adjustments	7.0		57.4		29.0
Other	13.2		3.3		3.3
Total Current Regulatory Assets	55.1		95.6		67.2
Noncurrent:
Future income taxes due from customers	128.4		170.5		166.6
Pension and postretirement benefit costs	297.2		322.7		352.3
Unamortized purchased gas adjustments	—		9.9		13.9
Energy efficiency	31.8		29.0		27.8
Other	16.4		25.7		22.8
Total Noncurrent Regulatory Assets	473.8		557.8		583.4
Total Regulatory Assets	$	528.9	$	653.4	$	650.6
Regulatory Liabilities:
Current:
Other	$	8.7	$	2.7	$	2.7
Total Current Regulatory Liabilities	8.7		2.7		2.7
Noncurrent:
Deferred taxes due to customers	164.6		—		—
Accrued cost of removal	42.2		54.5		54.8
Unamortized purchased gas adjustments	37.0		1.9		3.0
Other	37.8		24.8		25.8
Total Noncurrent Regulatory Liabilities	281.6		81.2		83.6
Total Regulatory Liabilities	$	290.3	$	83.9	$	86.3

	June 30,		September 30,		June 30,
Spire Alabama	2018		2017		2017
Regulatory Assets:
Current:
Pension and postretirement benefit costs	$	7.3	$	7.2	$	6.8
Unamortized purchased gas adjustments	7.6		45.2		44.9
Other	12.0		12.2		10.5
Total Current Regulatory Assets	26.9		64.6		62.2
Noncurrent:
Pension and postretirement benefit costs	64.5		72.6		92.2
Cost of removal	126.2		123.3		135.4
Other	2.7		1.1		1.1
Total Noncurrent Regulatory Assets	193.4		197.0		228.7
Total Regulatory Assets	$	220.3	$	261.6	$	290.9
Regulatory Liabilities:
Current:
RSE adjustment	$	—	$	1.4	$	1.2
Unbilled service margin	—		—		6.0
Refundable negative salvage	5.2		8.2		8.2
Other	3.6		2.4		2.4
Total Current Regulatory Liabilities	8.8		12.0		17.8
Noncurrent:
Pension and postretirement benefit costs	30.2		32.2		27.0
Refundable negative salvage	—		4.1		4.1
Other	3.5		3.3		3.3
Total Noncurrent Regulatory Liabilities	33.7		39.6		34.4
Total Regulatory Liabilities	$	42.5	$	51.6	$	52.2

A portion of the Company’s and Spire Missouri’s regulatory assets are not earning a return, as shown in the table below:

	Spire						Spire Missouri
	June 30,		September 30,		June 30,		June 30,		September 30,		June 30,
	2018		2017		2017		2018		2017		2017
Pension and postretirement benefit costs	$	160.5	$	198.5	$	231.0	$	160.5	$	198.5	$	231.0
Future income taxes due from customers	130.5		170.5		166.6		128.4		170.5		166.6
Other	15.4		11.3		11.4		15.4		11.3		11.4
Total Regulatory Assets Not Earning a Return	$	306.4	$	380.3	$	409.0	$	304.3	$	380.3	$	409.0

Schedule of regulatory liabilities

The following regulatory assets and regulatory liabilities, including purchased gas adjustments, were reflected in the balance sheets of the Company, Spire Missouri and Spire Alabama as of June 30, 2018, September 30, 2017, and June 30, 2017.

	June 30,		September 30,		June 30,
Spire	2018		2017		2017
Regulatory Assets:
Current:
Pension and postretirement benefit costs	$	43.2	$	42.2	$	41.7
Unamortized purchased gas adjustments	14.6		102.6		73.9
Other	38.9		30.7		29.0
Total Current Regulatory Assets	96.7		175.5		144.6
Noncurrent:
Future income taxes due from customers	130.5		170.5		166.6
Pension and postretirement benefit costs	369.4		404.7		453.4
Cost of removal	126.2		123.3		135.4
Unamortized purchased gas adjustments	—		9.9		13.9
Energy efficiency	31.8		29.0		27.8
Other	37.2		53.7		43.4
Total Noncurrent Regulatory Assets	695.1		791.1		840.5
Total Regulatory Assets	$	791.8	$	966.6	$	985.1
Regulatory Liabilities:
Current:
Rate Stabilization and Equalization (RSE) adjustment	$	—	$	1.4	$	1.2
Unbilled service margin	—		—		6.0
Refundable negative salvage	5.2		8.2		8.2
Unamortized purchased gas adjustments	1.1		1.0		1.0
Other	18.2		12.0		9.5
Total Current Regulatory Liabilities	24.5		22.6		25.9
Noncurrent:
Deferred taxes due to customers	182.7		—		—
Pension and postretirement benefit costs	30.2		32.2		27.0
Refundable negative salvage	—		4.1		4.1
Accrued cost of removal	65.0		83.8		74.6
Unamortized purchased gas adjustments	37.0		1.9		3.0
Other	49.4		35.2		31.1
Total Noncurrent Regulatory Liabilities	364.3		157.2		139.8
Total Regulatory Liabilities	$	388.8	$	179.8	$	165.7

	June 30,		September 30,		June 30,
Spire Missouri	2018		2017		2017
Regulatory Assets:
Current:
Pension and postretirement benefit costs	$	34.9	$	34.9	$	34.9
Unamortized purchased gas adjustments	7.0		57.4		29.0
Other	13.2		3.3		3.3
Total Current Regulatory Assets	55.1		95.6		67.2
Noncurrent:
Future income taxes due from customers	128.4		170.5		166.6
Pension and postretirement benefit costs	297.2		322.7		352.3
Unamortized purchased gas adjustments	—		9.9		13.9
Energy efficiency	31.8		29.0		27.8
Other	16.4		25.7		22.8
Total Noncurrent Regulatory Assets	473.8		557.8		583.4
Total Regulatory Assets	$	528.9	$	653.4	$	650.6
Regulatory Liabilities:
Current:
Other	$	8.7	$	2.7	$	2.7
Total Current Regulatory Liabilities	8.7		2.7		2.7
Noncurrent:
Deferred taxes due to customers	164.6		—		—
Accrued cost of removal	42.2		54.5		54.8
Unamortized purchased gas adjustments	37.0		1.9		3.0
Other	37.8		24.8		25.8
Total Noncurrent Regulatory Liabilities	281.6		81.2		83.6
Total Regulatory Liabilities	$	290.3	$	83.9	$	86.3

	June 30,		September 30,		June 30,
Spire Alabama	2018		2017		2017
Regulatory Assets:
Current:
Pension and postretirement benefit costs	$	7.3	$	7.2	$	6.8
Unamortized purchased gas adjustments	7.6		45.2		44.9
Other	12.0		12.2		10.5
Total Current Regulatory Assets	26.9		64.6		62.2
Noncurrent:
Pension and postretirement benefit costs	64.5		72.6		92.2
Cost of removal	126.2		123.3		135.4
Other	2.7		1.1		1.1
Total Noncurrent Regulatory Assets	193.4		197.0		228.7
Total Regulatory Assets	$	220.3	$	261.6	$	290.9
Regulatory Liabilities:
Current:
RSE adjustment	$	—	$	1.4	$	1.2
Unbilled service margin	—		—		6.0
Refundable negative salvage	5.2		8.2		8.2
Other	3.6		2.4		2.4
Total Current Regulatory Liabilities	8.8		12.0		17.8
Noncurrent:
Pension and postretirement benefit costs	30.2		32.2		27.0
Refundable negative salvage	—		4.1		4.1
Other	3.5		3.3		3.3
Total Noncurrent Regulatory Liabilities	33.7		39.6		34.4
Total Regulatory Liabilities	$	42.5	$	51.6	$	52.2

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

9 Months Ended

Jun. 30, 2018

Fair Value Disclosures [Abstract]

Schedule of 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)

Spire

As of June 30, 2018
Cash and cash equivalents	$	6.9	$	6.9	$	6.9	$	—
Short-term debt	191.0		191.0		—		191.0
Long-term debt, including current portion	2,180.0		2,173.7		—		2,173.7
As of September 30, 2017
Cash and cash equivalents	$	7.4	$	7.4	$	7.4	$	—
Short-term debt	477.3		477.3		—		477.3
Long-term debt, including current portion	2,095.0		2,210.3		—		2,210.3
As of June 30, 2017
Cash and cash equivalents	$	8.3	$	8.3	$	8.3	$	—
Short-term debt	450.7		450.7		—		450.7
Long-term debt	1,925.3		2,033.0		—		2,033.0

Spire Missouri

As of June 30, 2018
Cash and cash equivalents	$	3.5	$	3.5	$	3.5	$	—
Short-term debt	128.6		128.6		—		128.6
Long-term debt, including current portion	974.2		1,005.0		—		1,005.0
As of September 30, 2017
Cash and cash equivalents	$	2.5	$	2.5	$	2.5	$	—
Short-term debt	203.0		203.0		—		203.0
Long-term debt, including current portion	973.9		1,056.9		—		1,056.9
As of June 30, 2017
Cash and cash equivalents	$	2.6	$	2.6	$	2.6	$	—
Short-term debt	260.2		260.2		—		260.2
Long-term debt	804.5		883.9		—		883.9

Spire Alabama

As of June 30, 2018
Short-term debt	$	69.6	$	69.6	$	—	$	69.6
Long-term debt	322.5		317.0		—		317.0
As of September 30, 2017
Cash and cash equivalents	$	0.1	$	0.1	$	0.1	$	—
Short-term debt	169.9		169.9		—		169.9
Long-term debt	247.8		269.4		—		269.4
As of June 30, 2017
Cash and cash equivalents	$	0.1	$	0.1	$	0.1	$	—
Short-term debt	114.9		114.9		—		114.9
Long-term debt	247.7		267.6		—		267.6

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FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Jun. 30, 2018

Fair Value Disclosures [Abstract]

Schedule of Fair Value Measurements, Measured on Recurring Basis

Spire

	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 June 30, 2018
ASSETS
Gas Utility:
US stock/bond mutual funds	$	18.9	$	4.1	$	—	$	—		$	23.0
NYMEX/ICE natural gas contracts	1.7		—		—		(1.7		)	—
Gas Marketing:
NYMEX/ICE natural gas contracts	0.2		2.4		—		(2.6		)	—
Natural gas commodity contracts	—		14.1		—		(2.0		)	12.1
Other:
Interest rate swaps	—		1.6		—		—			1.6
Total	$	20.8	$	22.2	$	—	$	(6.3	)	$	36.7
LIABILITIES
Gas Utility:
NYMEX/ICE natural gas contracts	$	0.2	$	—	$	—	$	(0.2	)	$	—
Gas Marketing:
NYMEX/ICE natural gas contracts	0.9		7.0		—		(7.9		)	—
Natural gas commodity contracts	—		6.7		—		(2.0		)	4.7
Total	$	1.1	$	13.7	$	—	$	(10.1	)	$	4.7

	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, 2017
ASSETS
Gas Utility:
US stock/bond mutual funds	$	18.3	$	4.1		$	—	$	—		$	22.4
NYMEX/ICE natural gas contracts	3.4		—			—		(3.4		)	—
NYMEX gasoline and heating oil contracts	0.1		—			—		—			0.1
Gas Marketing:
NYMEX/ICE natural gas contracts	1.3		1.3			—		(2.1		)	0.5
Natural gas commodity contracts	—		6.8			0.1		(1.2		)	5.7
Total	$	23.1	$	12.2		$	0.1	$	(6.7	)	$	28.7
LIABILITIES
Gas Utility:
NYMEX/ICE natural gas contracts	$	1.9	$	—		$	—	$	(1.9	)	$	—
Gas Marketing:
NYMEX/ICE natural gas contracts	1.8		0.3			—		(2.1		)	—
Natural gas commodity contracts	—		8.4			—		(1.2		)	7.2
Other:
Interest rate swaps	—		0.9			—		—			0.9
Total	$	3.7	$	9.6		$	—	$	(5.2	)	$	8.1
As of June 30, 2017
ASSETS
Gas Utility:
US stock/bond mutual funds	$	18.0	$	4.1		$	—	$	—		$	22.1
NYMEX/ICE natural gas contracts	1.9		—			—		(1.3		)	0.6
NYMEX gasoline and heating oil contracts	0.1		—			—		—			0.1
Gas Marketing:
NYMEX/ICE natural gas contracts	1.5		3.2			—		(2.6		)	2.1
Natural gas commodity contracts	—		6.1			0.6		(1.7		)	5.0
Total	$	21.5	$	13.4		$	0.6	$	(5.6	)	$	29.9
LIABILITIES
Gas Utility:
NYMEX/ICE natural gas contracts	$	1.3	$	—		$	—	$	(1.3	)	$	—
Gas Marketing:
NYMEX/ICE natural gas contracts	0.8		1.8			—		(2.6		)	—
Natural gas commodity contracts	—		6.7			—		(1.7		)	5.0
Other:
Interest rate swaps	—		(0.6		)	—		—			(0.6		)
Total	$	2.1	$	7.9		$	—	$	(5.6	)	$	4.4

Spire Missouri

	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 June 30, 2018
ASSETS
US stock/bond mutual funds	$	18.9	$	4.1	$	—	$	—		$	23.0
NYMEX/ICE natural gas contracts	1.7		—		—		(1.7		)	—
Total	$	20.6	$	4.1	$	—	$	(1.7	)	$	23.0
LIABILITIES
NYMEX/ICE natural gas contracts	$	0.2	$	—	$	—	$	(0.2	)	$	—
Total	$	0.2	$	—	$	—	$	(0.2	)	$	—

As of September 30, 2017
ASSETS
US stock/bond mutual funds	$	18.3	$	4.1	$	—	$	—		$	22.4
NYMEX/ICE natural gas contracts	3.4		—		—		(3.4		)	—
NYMEX gasoline and heating oil contracts	0.1		—		—		—			0.1
Total	$	21.8	$	4.1	$	—	$	(3.4	)	$	22.5
LIABILITIES
NYMEX/ICE natural gas contracts	$	1.9	$	—	$	—	$	(1.9	)	$	—
Total	$	1.9	$	—	$	—	$	(1.9	)	$	—

As of June 30, 2017
ASSETS
US stock/bond mutual funds	$	18.0	$	4.1	$	—	$	—		$	22.1
NYMEX/ICE natural gas contracts	1.9		—		—		(1.3		)	0.6
NYMEX gasoline and heating oil contracts	0.1		—		—		—			0.1
Total	$	20.0	$	4.1	$	—	$	(1.3	)	$	22.8
LIABILITIES
NYMEX/ICE natural gas contracts	$	1.3	$	—	$	—	$	(1.3	)	$	—
Total	$	1.3	$	—	$	—	$	(1.3	)	$	—

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PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS (Tables)

9 Months Ended

Jun. 30, 2018

Defined Contribution Plan [Abstract]

Schedule of net periodic cost

The net periodic pension cost included the following components:

	Three Months Ended June 30,						Nine Months Ended June 30,
	2018			2017			2018			2017
Spire
Service cost – benefits earned during the period	$	4.8		$	5.0		$	15.2		$	15.5
Interest cost on projected benefit obligation	6.5			7.0			20.3			20.8
Expected return on plan assets	(8.6		)	(9.4		)	(27.8		)	(29.0		)
Amortization of prior service (credit) cost	(0.2		)	0.2			(0.7		)	0.7
Amortization of actuarial loss	2.4			3.0			8.4			9.6
Loss on lump-sum settlements	7.5			—			16.9			11.9
Subtotal	12.4			5.8			32.3			29.5
Regulatory adjustment	2.1			3.1			30.4			0.3
Net pension cost	$	14.5		$	8.9		$	62.7		$	29.8

Spire Missouri
Service cost – benefits earned during the period	$	2.9		$	3.0		$	9.4		$	9.6
Interest cost on projected benefit obligation	4.6			4.8			14.4			14.5
Expected return on plan assets	(6.1		)	(6.8		)	(20.3		)	(21.2		)
Amortization of prior service cost	0.3			0.2			0.7			0.7
Amortization of actuarial loss	2.0			2.5			7.1			8.2
Loss on lump-sum settlements	5.2			—			14.6			11.5
Subtotal	8.9			3.7			25.9			23.3
Regulatory adjustment	2.4			1.3			26.7			(4.5		)
Net pension cost	$	11.3		$	5.0		$	52.6		$	18.8

Spire Alabama
Service cost – benefits earned during the period	$	1.6		$	1.6		$	4.9		$	4.7
Interest cost on projected benefit obligation	1.3			1.6			4.1			4.6
Expected return on plan assets	(1.6		)	(1.8		)	(5.0		)	(5.4		)
Amortization of prior service credit	(0.5		)	—			(1.4		)	—
Amortization of actuarial loss	0.4			0.5			1.3			1.4
Loss on lump-sum settlements	2.3			—			2.3			0.4
Subtotal	3.5			1.9			6.2			5.7
Regulatory adjustment	(0.6		)	1.6			3.0			4.3
Net pension cost	$	2.9		$	3.5		$	9.2		$	10.0

Net periodic postretirement benefit costs consisted of the following components:

	Three Months Ended June 30,						Nine Months Ended June 30,
	2018			2017			2018			2017
Spire
Service cost – benefits earned during the period	$	2.3		$	2.7		$	7.0		$	8.2
Interest cost on accumulated postretirement benefit obligation	2.2			2.2			6.6			6.5
Expected return on plan assets	(3.5		)	(3.5		)	(10.5		)	(10.3		)
Amortization of prior service credit	—			—			(0.1		)	—
Amortization of actuarial loss	0.2			0.6			0.6			1.8
Subtotal	1.2			2.0			3.6			6.2
Regulatory adjustment	0.7			(0.8		)	0.8			(2.4		)
Net postretirement benefit cost	$	1.9		$	1.2		$	4.4		$	3.8

Spire Missouri
Service cost – benefits earned during the period	$	2.2		$	2.6		$	6.7		$	7.8
Interest cost on accumulated postretirement benefit obligation	1.7			1.7			5.3			5.1
Expected return on plan assets	(2.4		)	(2.3		)	(7.3		)	(6.8		)
Amortization of prior service cost	0.1			0.1			0.2			0.2
Amortization of actuarial loss	0.3			0.6			0.7			1.9
Subtotal	1.9			2.7			5.6			8.2
Regulatory adjustment	1.1			(0.4		)	2.1			(1.1		)
Net postretirement benefit cost	$	3.0		$	2.3		$	7.7		$	7.1

Spire Alabama
Service cost – benefits earned during the period	$	0.1		$	—		$	0.2		$	0.2
Interest cost on accumulated postretirement benefit obligation	0.4			0.4			1.1			1.2
Expected return on plan assets	(1.1		)	(1.1		)	(3.1		)	(3.3		)
Amortization of prior service credit	(0.1		)	(0.1		)	(0.3		)	(0.2		)
Amortization of actuarial gain	(0.1		)	—			(0.1		)	(0.1		)
Subtotal	(0.8		)	(0.8		)	(2.2		)	(2.2		)
Regulatory adjustment	(0.5		)	(0.5		)	(1.4		)	(1.4		)
Net postretirement benefit income	$	(1.3	)	$	(1.3	)	$	(3.6	)	$	(3.6	)

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INFORMATION BY OPERATING SEGMENT (Tables)

9 Months Ended

Jun. 30, 2018

Segment Reporting [Abstract]

Schedule of operating segment information

	Gas Utility		Gas Marketing			Other			Eliminations			Consolidated
Three Months Ended June 30, 2018
Operating Revenues:
Revenues from external customers	$	334.8	$	14.4		$	1.4		$	—		$	350.6
Intersegment revenues	—		—			2.9			(2.9		)	—
Total Operating Revenues	334.8		14.4			4.3			(2.9		)	350.6
Operating Expenses:
Gas Utility
Natural and propane gas	117.9		—			—			(10.7		)	107.2
Operation and maintenance	107.9		—			—			(2.3		)	105.6
Depreciation and amortization	40.5		—			—			—			40.5
Taxes, other than income taxes	33.5		—			—			—			33.5
Total Gas Utility Operating Expenses	299.8		—			—			(13.0		)	286.8
Gas Marketing and Other	—		(7.2		)	8.5			10.1			11.4
Total Operating Expenses	299.8		(7.2		)	8.5			(2.9		)	298.2
Operating Income (Loss)	$	35.0	$	21.6		$	(4.2	)	$	—		$	52.4
Net Economic Earnings (Loss)	$	16.9	$	4.4		$	(6.1	)	$	—		$	15.2

	Gas Utility		Gas Marketing		Other			Eliminations			Consolidated
Three Months Ended June 30, 2017
Operating Revenues:
Revenues from external customers	$	305.1	$	17.9	$	0.5		$	—		$	323.5
Intersegment revenues	1.5		—		1.6			(3.1		)	—
Total Operating Revenues	306.6		17.9		2.1			(3.1		)	323.5
Operating Expenses:
Gas Utility
Natural and propane gas	88.7		—		—			(12.0		)	76.7
Operation and maintenance	101.9		—		—			(1.1		)	100.8
Depreciation and amortization	38.4		—		—			—			38.4
Taxes, other than income taxes	30.5		—		—			—			30.5
Total Gas Utility Operating Expenses	259.5		—		—			(13.1		)	246.4
Gas Marketing and Other	—		12.0		4.8			10.0			26.8
Total Operating Expenses	259.5		12.0		4.8			(3.1		)	273.2
Operating Income (Loss)	$	47.1	$	5.9	$	(2.7	)	$	—		$	50.3
Net Economic Earnings (Loss)	$	23.3	$	2.3	$	(4.0	)	$	—		$	21.6

	Gas Utility		Gas Marketing		Other			Eliminations			Consolidated
Nine Months Ended June 30, 2018
Operating Revenues:
Revenues from external customers	$	1,667.3	$	55.3	$	3.2		$	—		$	1,725.8
Intersegment revenues	0.3		—		8.3			(8.6		)	—
Total Operating Revenues	1,667.6		55.3		11.5			(8.6		)	1,725.8
Operating Expenses:
Gas Utility
Natural and propane gas	784.5		—		—			(52.8		)	731.7
Operation and maintenance	353.5		—		—			(6.4		)	347.1
Depreciation and amortization	121.9		—		—			—			121.9
Taxes, other than income taxes	128.2		—		—			—			128.2
Total Gas Utility Operating Expenses	1,388.1		—		—			(59.2		)	1,328.9
Gas Marketing and Other	—		27.6		19.4			50.6			97.6
Total Operating Expenses	1,388.1		27.6		19.4			(8.6		)	1,426.5
Operating Income (Loss)	$	279.5	$	27.7	$	(7.9	)	$	—		$	299.3
Net Economic Earnings (Loss)	$	208.1	$	18.2	$	(16.0	)	$	—		$	210.3
Nine Months Ended June 30, 2017
Operating Revenues:
Revenues from external customers	$	1,419.1	$	61.8	$	1.1		$	—		$	1,482.0
Intersegment revenues	7.9		—		4.6			(12.5		)	—
Total Operating Revenues	1,427.0		61.8		5.7			(12.5		)	1,482.0
Operating Expenses:
Gas Utility
Natural and propane gas	578.8		—		—			(54.0		)	524.8
Operation and maintenance	301.7		—		—			(3.1		)	298.6
Depreciation and amortization	114.0		—		—			—			114.0
Taxes, other than income taxes	112.2		—		—			—			112.2
Total Gas Utility Operating Expenses	1,106.7		—		—			(57.1		)	1,049.6
Gas Marketing and Other	—		58.9		9.1			44.6			112.6
Total Operating Expenses	1,106.7		58.9		9.1			(12.5		)	1,162.2
Operating Income (Loss)	$	320.3	$	2.9	$	(3.4	)	$	—		$	319.8
Net Economic Earnings (Loss)	$	187.3	$	3.7	$	(12.9	)	$	—		$	178.1

The Company’s total assets by segment were as follows:

	June 30,			September 30,			June 30,
	2018			2017			2017
Total Assets:
Gas Utility	$	5,445.5		$	5,551.2		$	5,323.1
Gas Marketing	234.5			246.2			223.6
Other	2,135.9			2,239.5			2,171.8
Eliminations	(1,231.0		)	(1,490.2		)	(1,420.3		)
Total Assets	$	6,584.9		$	6,546.7		$	6,298.2

Schedule of reconciliation of consolidated net economic earnings to consolidated net income

The following table reconciles the Company’s net economic earnings to net income.

	Three Months Ended June 30,						Nine Months Ended June 30,
	2018			2017			2018			2017
Net Income	$	25.9		$	21.7		$	240.1		$	174.9
Adjustments, pre-tax:
Missouri regulatory adjustments	—			—			30.6			—
Unrealized (gain) loss on energy-related derivative contracts	(16.0		)	(2.2		)	(3.4		)	3.2
Realized gain on economic hedges prior to sale of the physical commodity	—			—			(0.3		)	(0.2		)
Acquisition, divestiture and restructuring activities	3.3			1.9			7.0			2.1
Income tax effect of adjustments	2.0			0.2			(9.7		)	(1.9		)
Effects of the Tax Cuts and Jobs Act	—			—			(54.0		)	—
Net Economic Earnings	$	15.2		$	21.6		$	210.3		$	178.1

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INCOME TAXES (Tables)

9 Months Ended

Jun. 30, 2018

Income Tax Disclosure [Abstract]

Summary of Impact of Tax Cuts and Jobs Act

The total amounts recorded, before reduction for amounts returned to customers, for the nine months ended June 30, 2018, are presented in the table below.

	Spire			Spire Missouri			Spire Alabama
Adjustment to deferred tax assets	$	—		$	—		$	(60.8	)
Adjustment to deferred tax liabilities	(299.5		)	(268.2		)	—
Adjustment to deferred income tax expense	(69.4		)	(54.6		)	59.2
Adjustment to regulatory assets	(59.4		)	(61.0		)	1.6
Adjustment to regulatory liabilities	170.7			152.6			—

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Millions	9 Months Ended
	Jun. 30, 2018 USD ($) reporting_unit	Dec. 31, 2017	Sep. 30, 2017 USD ($)	Jun. 30, 2017 USD ($)
Related Party Transaction [Line Items]
Number of operating segments | reporting_unit	2
Spire Missouri
Related Party Transaction [Line Items]
Accrued unbilled revenues	$ 31.5		$ 30.1	$ 31.9
Spire Alabama
Related Party Transaction [Line Items]
Accrued unbilled revenues	$ 1.7		$ 1.9	$ 6.0
Natural gas storage facility
Related Party Transaction [Line Items]
Voting interest acquired		80.00%

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Gross Receipts Taxes (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Schedule of Gross Receipts Taxes [Line Items]
Gross receipts sales taxes recorded as revenues	$ 20.4	$ 18.0	$ 87.1	$ 71.7
Spire Missouri
Schedule of Gross Receipts Taxes [Line Items]
Gross receipts sales taxes recorded as revenues	14.5	12.4	61.3	52.0
Spire Alabama
Schedule of Gross Receipts Taxes [Line Items]
Gross receipts sales taxes recorded as revenues	$ 5.2	$ 4.2	$ 22.4	$ 16.1

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Inter-company Transactions (Details) - Affiliated Entity - Spire Missouri - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Spire Marketing | Regulated Operation
Related Party Transaction [Line Items]
Purchases of natural gas from Spire Marketing	$ 10.4	$ 11.8	$ 52.0	$ 53.3
Sales of natural gas to Spire Marketing	0.0	1.5	0.3	7.8
Spire NGL Inc. | Unregulated Operation
Related Party Transaction [Line Items]
Transportation services received from Spire NGL Inc.	$ 0.3	$ 0.3	$ 0.8	$ 0.8

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Capital Expenditure Excluded from Statement of Cash Flow (Details) - USD ($) $ in Millions	9 Months Ended		12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Sep. 30, 2017
Schedule of Accrued Capital Expenditures Excluded from Statement of Cash Flow [Line Items]
Accrued capital expenditures	$ 33.8	$ 26.5	$ 41.0
Spire Missouri
Schedule of Accrued Capital Expenditures Excluded from Statement of Cash Flow [Line Items]
Accrued capital expenditures	21.9	16.5	28.9
Spire Alabama
Schedule of Accrued Capital Expenditures Excluded from Statement of Cash Flow [Line Items]
Accrued capital expenditures	$ 9.9	$ 7.9	$ 9.4

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EARNINGS PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Basic Earnings Per Share:
Net Income	$ 25.9	$ 21.7	$ 240.1	$ 174.9
Less: Income allocated to participating securities	0.1	0.1	0.5	0.4
Net Income Available to Common Shareholders	$ 25.8	$ 21.6	$ 239.6	$ 174.5
Weighted Average Shares Outstanding (in shares)	49.6	48.1	48.7	46.4
Basic Earnings Per Share of Common Stock (in dollars per share)	$ 0.52	$ 0.45	$ 4.92	$ 3.76
Diluted Earnings Per Share:
Net Income	$ 25.9	$ 21.7	$ 240.1	$ 174.9
Less: Income allocated to participating securities	0.1	0.1	0.5	0.4
Net Income Available to Common Shareholders	$ 25.8	$ 21.6	$ 239.6	$ 174.5
Weighted Average Shares Outstanding (in shares)	49.6	48.1	48.7	46.4
Dilutive Effect of Restricted Stock and Restricted Stock Units (in shares)	0.1	0.1	0.1	0.2
Weighted Average Diluted Shares (in shares)	49.7	48.2	48.8	46.6
Diluted Earnings Per Share of Common Stock (in dollars per share)	$ 0.52	$ 0.45	$ 4.91	$ 3.75
Restricted stock and stock units subject to performance and/or market conditions
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Outstanding shares excluded from calculation of diluted EPS (in shares)	0.4	0.4	0.4	0.4

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REGULATORY MATTERS - Schedule of Regulatory Assets and Liabilities (Details) - USD ($) $ in Millions	Jun. 30, 2018	Sep. 30, 2017	Jun. 30, 2017
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	$ 695.1	$ 791.1	$ 840.5
Total Regulatory Assets	791.8	966.6	985.1
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Non-current	364.3	157.2	139.8
Total Regulatory Liabilities	388.8	179.8	165.7
Rate Stabilization and Equalization (RSE) adjustment
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	0.0	1.4	1.2
Unbilled service margin
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	0.0	0.0	6.0
Deferred taxes due to customers
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Non-current	182.7	0.0	0.0
Pension and postretirement benefit costs
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Non-current	30.2	32.2	27.0
Refundable negative salvage
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	5.2	8.2	8.2
Regulatory Liabilities: Non-current	0.0	4.1	4.1
Accrued cost of removal
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Non-current	65.0	83.8	74.6
Unamortized purchased gas adjustments
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	1.1	1.0	1.0
Regulatory Liabilities: Non-current	37.0	1.9	3.0
Other
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	18.2	12.0	9.5
Regulatory Liabilities: Non-current	49.4	35.2	31.1
Total Regulatory Liabilities (current)
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	24.5	22.6	25.9
Total Regulatory Liabilities (non-current)
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Non-current	364.3	157.2	139.8
Future income taxes due from customers
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	130.5	170.5	166.6
Pension and postretirement benefit costs
Regulatory Assets [Line Items]
Regulatory Assets: Current	43.2	42.2	41.7
Regulatory Assets: Non-current	369.4	404.7	453.4
Accrued cost of removal
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	126.2	123.3	135.4
Unamortized purchased gas adjustments
Regulatory Assets [Line Items]
Regulatory Assets: Current	14.6	102.6	73.9
Regulatory Assets: Non-current	0.0	9.9	13.9
Energy efficiency
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	31.8	29.0	27.8
Other
Regulatory Assets [Line Items]
Regulatory Assets: Current	38.9	30.7	29.0
Regulatory Assets: Non-current	37.2	53.7	43.4
Total Current Regulatory Assets
Regulatory Assets [Line Items]
Regulatory Assets: Current	96.7	175.5	144.6
Total Noncurrent Regulatory Assets
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	695.1	791.1	840.5
Spire Missouri
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	473.8	557.8	583.4
Total Regulatory Assets	528.9	653.4	650.6
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Non-current	281.6	81.2	83.6
Total Regulatory Liabilities	290.3	83.9	86.3
Spire Missouri | Deferred taxes due to customers
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Non-current	164.6	0.0	0.0
Spire Missouri | Accrued cost of removal
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Non-current	42.2	54.5	54.8
Spire Missouri | Unamortized purchased gas adjustments
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Non-current	37.0	1.9	3.0
Spire Missouri | Other
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	8.7	2.7	2.7
Regulatory Liabilities: Non-current	37.8	24.8	25.8
Spire Missouri | Total Regulatory Liabilities (current)
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	8.7	2.7	2.7
Spire Missouri | Total Regulatory Liabilities (non-current)
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Non-current	281.6	81.2	83.6
Spire Missouri | Future income taxes due from customers
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	128.4	170.5	166.6
Spire Missouri | Pension and postretirement benefit costs
Regulatory Assets [Line Items]
Regulatory Assets: Current	34.9	34.9	34.9
Regulatory Assets: Non-current	297.2	322.7	352.3
Spire Missouri | Unamortized purchased gas adjustments
Regulatory Assets [Line Items]
Regulatory Assets: Current	7.0	57.4	29.0
Regulatory Assets: Non-current	0.0	9.9	13.9
Spire Missouri | Energy efficiency
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	31.8	29.0	27.8
Spire Missouri | Other
Regulatory Assets [Line Items]
Regulatory Assets: Current	13.2	3.3	3.3
Regulatory Assets: Non-current	16.4	25.7	22.8
Spire Missouri | Total Current Regulatory Assets
Regulatory Assets [Line Items]
Regulatory Assets: Current	55.1	95.6	67.2
Spire Missouri | Total Noncurrent Regulatory Assets
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	473.8	557.8	583.4
Spire Alabama
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	193.4	197.0	228.7
Total Regulatory Assets	220.3	261.6	290.9
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Non-current	33.7	39.6	34.4
Total Regulatory Liabilities	42.5	51.6	52.2
Spire Alabama | Rate Stabilization and Equalization (RSE) adjustment
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	0.0	1.4	1.2
Spire Alabama | Unbilled service margin
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	0.0	0.0	6.0
Spire Alabama | Pension and postretirement benefit costs
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Non-current	30.2	32.2	27.0
Spire Alabama | Refundable negative salvage
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	5.2	8.2	8.2
Regulatory Liabilities: Non-current	0.0	4.1	4.1
Spire Alabama | Other
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	3.6	2.4	2.4
Regulatory Liabilities: Non-current	3.5	3.3	3.3
Spire Alabama | Total Regulatory Liabilities (current)
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Current	8.8	12.0	17.8
Spire Alabama | Total Regulatory Liabilities (non-current)
Regulatory Liabilities [Line Items]
Regulatory Liabilities: Non-current	33.7	39.6	34.4
Spire Alabama | Pension and postretirement benefit costs
Regulatory Assets [Line Items]
Regulatory Assets: Current	7.3	7.2	6.8
Regulatory Assets: Non-current	64.5	72.6	92.2
Spire Alabama | Accrued cost of removal
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	126.2	123.3	135.4
Spire Alabama | Unamortized purchased gas adjustments
Regulatory Assets [Line Items]
Regulatory Assets: Current	7.6	45.2	44.9
Spire Alabama | Other
Regulatory Assets [Line Items]
Regulatory Assets: Current	12.0	12.2	10.5
Regulatory Assets: Non-current	2.7	1.1	1.1
Spire Alabama | Total Current Regulatory Assets
Regulatory Assets [Line Items]
Regulatory Assets: Current	26.9	64.6	62.2
Spire Alabama | Total Noncurrent Regulatory Assets
Regulatory Assets [Line Items]
Regulatory Assets: Non-current	$ 193.4	$ 197.0	$ 228.7

XML

REGULATORY MATTERS - Schedule of Regulatory Assets Not Earning a Return (Details) - USD ($) $ in Millions	Jun. 30, 2018	Sep. 30, 2017	Jun. 30, 2017
Regulatory Assets [Line Items]
Total Regulatory Assets Not Earning a Return	$ 306.4	$ 380.3	$ 409.0
Pension and postretirement benefit costs
Regulatory Assets [Line Items]
Total Regulatory Assets Not Earning a Return	160.5	198.5	231.0
Future income taxes due from customers
Regulatory Assets [Line Items]
Total Regulatory Assets Not Earning a Return	130.5	170.5	166.6
Other
Regulatory Assets [Line Items]
Total Regulatory Assets Not Earning a Return	15.4	11.3	11.4
Spire Missouri
Regulatory Assets [Line Items]
Total Regulatory Assets Not Earning a Return	304.3	380.3	409.0
Spire Missouri | Pension and postretirement benefit costs
Regulatory Assets [Line Items]
Total Regulatory Assets Not Earning a Return	160.5	198.5	231.0
Spire Missouri | Future income taxes due from customers
Regulatory Assets [Line Items]
Total Regulatory Assets Not Earning a Return	128.4	170.5	166.6
Spire Missouri | Other
Regulatory Assets [Line Items]
Total Regulatory Assets Not Earning a Return	$ 15.4	$ 11.3	$ 11.4

XML

REGULATORY MATTERS - Narrative (Details) - USD ($)			3 Months Ended		9 Months Ended		12 Months Ended
	Mar. 07, 2018	Apr. 11, 2017	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Sep. 30, 2017
Public Utilities, General Disclosures [Line Items]
Remaining recovery period for certain regulatory assets for which no return on investment during recovery period is provided (in years)					20 years
Remaining recovery period for regulatory assets for which no return on investment during recovery period is provided (in years)							15 years
Effects of the Tax Cuts and Jobs Act	$ 33,000,000		$ 0	$ 0	$ (54,000,000)	$ 0
Regulatory asset			$ 791,800,000	$ 985,100,000	$ 791,800,000	$ 985,100,000	$ 966,600,000
Pension and postretirement benefit costs | Spire Missouri East
Public Utilities, General Disclosures [Line Items]
Remaining recovery period for regulatory assets for which no return on investment during recovery period is provided (in years)					8 years
Amortization of regulatory assets not earning a return					$ 173,000,000
Pension and postretirement benefit costs | Spire Missouri West
Public Utilities, General Disclosures [Line Items]
Amortization of regulatory assets not earning a return					26,200,000
ISRS surcharge | MoPSC
Public Utilities, General Disclosures [Line Items]
Approved rate increase (decrease) amount	0
Approved rate increase (decrease), incentive compensation costs excluded from rate base	6,900,000
Approved rate increase (decrease), incentive compensation costs from buildings sold in 2014 excluded from rate base	1,800,000
Approved rate increase (decrease), rate case expenses excluded from rate base	900,000
Approved rate increase (decrease), regulatory charges					$ 38,400,000
Approved rate increase (decrease), impact to net income (loss)	$ 23,600,000
Approved rate increase (decrease), impact to earnings per share (in usd per share)	$ 0.49
ISRS surcharge | MoPSC | Spire Missouri East
Public Utilities, General Disclosures [Line Items]
Approved rate increase (decrease) amount	$ 18,000,000	$ 32,600,000
Approved rate increase (decrease), annualized revenue	(14,600,000)
ISRS surcharge | MoPSC | Spire Missouri West
Public Utilities, General Disclosures [Line Items]
Approved rate increase (decrease) amount	15,200,000	16,400,000
Approved rate increase (decrease), annualized revenue	(1,200,000)
ISRS surcharge | MoPSC | Pension costs
Public Utilities, General Disclosures [Line Items]
Increase (decrease) in regulatory assets	(28,800,000)
Approved rate increase (decrease), regulatory charges	30,600,000
ISRS surcharge | MoPSC | Pension costs | Spire Missouri East
Public Utilities, General Disclosures [Line Items]
Regulatory asset	29,000,000	15,500,000
ISRS surcharge | MoPSC | Pension costs | Spire Missouri West
Public Utilities, General Disclosures [Line Items]
Regulatory asset	5,500,000	9,900,000
ISRS surcharge | MoPSC | Postretirement health care costs | Spire Missouri East
Public Utilities, General Disclosures [Line Items]
Regulatory asset	$ 8,600,000	$ 9,500,000

XML

FINANCING ARRANGEMENTS AND LONG-TERM DEBT (Details)	Dec. 21, 2016 USD ($)	Dec. 14, 2016 USD ($) bank	Jun. 30, 2018 USD ($)	Jan. 12, 2018 USD ($)	Dec. 01, 2017 USD ($)	Sep. 30, 2017 USD ($)	Jun. 30, 2017 USD ($)
Line of Credit Facility [Line Items]
Debt covenant, short-term debt to capital requirement, maximum		70.00%
Notes outstanding			$ 191,000,000			$ 477,300,000	$ 450,700,000
Commercial Paper Notes
Line of Credit Facility [Line Items]
Face amount	$ 975,000,000.0
Debt term	365 days
Spire Missouri
Line of Credit Facility [Line Items]
Notes outstanding			128,600,000
Spire Alabama
Line of Credit Facility [Line Items]
Notes outstanding			$ 69,600,000
Line of Credit | Revolving Credit Facility
Line of Credit Facility [Line Items]
Number of banks in loan agreement | bank		11
Maximum borrowing capacity		$ 975,000,000.0
Line of Credit | Revolving Credit Facility | Spire Missouri
Line of Credit Facility [Line Items]
Maximum borrowing capacity		475,000,000.0
Ratio of short-term debt to total capital			0.46
Line of Credit | Revolving Credit Facility | Spire Alabama
Line of Credit Facility [Line Items]
Maximum borrowing capacity		200,000,000.0
Ratio of short-term debt to total capital			0.32
Line of Credit | Revolving Credit Facility | Spire
Line of Credit Facility [Line Items]
Maximum borrowing capacity		$ 300,000,000.0
Ratio of short-term debt to total capital			0.51
Credit facility borrowings			$ 0			$ 0	$ 0
Senior Notes | Spire Alabama | Series 2017A senior notes due 2058
Line of Credit Facility [Line Items]
Face amount					$ 30,000,000
Stated interest rate					4.02%
Senior Notes | Spire Alabama | Series 2017B senior notes due 2048
Line of Credit Facility [Line Items]
Face amount				$ 45,000,000
Stated interest rate				3.92%

XML

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Millions	Jun. 30, 2018	Sep. 30, 2017	Jun. 30, 2017	Sep. 30, 2016
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	$ 6.9	$ 7.4	$ 8.3	$ 5.2
Spire Missouri
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	3.5	2.5	2.6	2.1
Spire Alabama
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	0.0	0.1	0.1	$ 0.0
Quoted Prices in Active Markets (Level 1)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	6.9	7.4	8.3
Short-term debt	0.0	0.0	0.0
Long-term debt, including current portion	0.0	0.0	0.0
Quoted Prices in Active Markets (Level 1) | Spire Missouri
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	3.5	2.5	2.6
Short-term debt	0.0	0.0	0.0
Long-term debt, including current portion	0.0	0.0	0.0
Quoted Prices in Active Markets (Level 1) | Spire Alabama
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents		0.1	0.1
Short-term debt	0.0	0.0	0.0
Long-term debt, including current portion	0.0	0.0	0.0
Significant Observable Inputs (Level 2)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	0.0	0.0	0.0
Short-term debt	191.0	477.3	450.7
Long-term debt, including current portion	2,173.7	2,210.3	2,033.0
Significant Observable Inputs (Level 2) | Spire Missouri
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	0.0	0.0	0.0
Short-term debt	128.6	203.0	260.2
Long-term debt, including current portion	1,005.0	1,056.9	883.9
Significant Observable Inputs (Level 2) | Spire Alabama
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents		0.0	0.0
Short-term debt	69.6	169.9	114.9
Long-term debt, including current portion	317.0	269.4	267.6
Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	6.9	7.4	8.3
Short-term debt	191.0	477.3	450.7
Long-term debt, including current portion	2,180.0	2,095.0	1,925.3
Carrying Amount | Spire Missouri
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	3.5	2.5	2.6
Short-term debt	128.6	203.0	260.2
Long-term debt, including current portion	974.2	973.9	804.5
Carrying Amount | Spire Alabama
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents		0.1	0.1
Short-term debt	69.6	169.9	114.9
Long-term debt, including current portion	322.5	247.8	247.7
Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	6.9	7.4	8.3
Short-term debt	191.0	477.3	450.7
Long-term debt, including current portion	2,173.7	2,210.3	2,033.0
Fair Value | Spire Missouri
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	3.5	2.5	2.6
Short-term debt	128.6	203.0	260.2
Long-term debt, including current portion	1,005.0	1,056.9	883.9
Fair Value | Spire Alabama
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents		0.1	0.1
Short-term debt	69.6	169.9	114.9
Long-term debt, including current portion	$ 317.0	$ 269.4	$ 267.6

XML

FAIR VALUE MEASUREMENTS (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions	Jun. 30, 2018	Sep. 30, 2017	Jun. 30, 2017
ASSETS
Effects of Netting and Cash Margin Receivables /Payables	$ (6.3)		$ (5.6)
Derivative asset	36.7		29.9
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables	(10.1)	$ (5.2)	(5.6)
Derivative liability	4.7	8.1	4.4
Spire Missouri
ASSETS
Effects of Netting and Cash Margin Receivables /Payables	(1.7)	(3.4)	(1.3)
Derivative asset	23.0	22.5	22.8
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables	(0.2)	(1.9)	(1.3)
Derivative liability	0.0	0.0	0.0
Quoted Prices in Active Markets (Level 1)
ASSETS
Derivative asset before netting adjustment	20.8		21.5
LIABILITIES
Derivative liability before netting adjustment	1.1	3.7	2.1
Quoted Prices in Active Markets (Level 1) | Spire Missouri
ASSETS
Derivative asset before netting adjustment	20.6	21.8	20.0
LIABILITIES
Derivative liability before netting adjustment	0.2	1.9	1.3
Significant Observable Inputs (Level 2)
ASSETS
Derivative asset before netting adjustment	22.2		13.4
LIABILITIES
Derivative liability before netting adjustment	13.7	9.6	7.9
Significant Observable Inputs (Level 2) | Spire Missouri
ASSETS
Derivative asset before netting adjustment	4.1	4.1	4.1
LIABILITIES
Derivative liability before netting adjustment	0.0	0.0	0.0
Significant Unobservable Inputs (Level 3)
ASSETS
Derivative asset before netting adjustment	0.0		0.6
LIABILITIES
Derivative liability before netting adjustment	0.0	0.0	0.0
Significant Unobservable Inputs (Level 3) | Spire Missouri
ASSETS
Derivative asset before netting adjustment	0.0	0.0	0.0
LIABILITIES
Derivative liability before netting adjustment	0.0	0.0	0.0
US stock/bond mutual funds | Spire Missouri
ASSETS
Effects of Netting and Cash Margin Receivables /Payables	0.0	0.0	0.0
Derivative asset	23.0	22.4	22.1
US stock/bond mutual funds | Quoted Prices in Active Markets (Level 1) | Spire Missouri
ASSETS
Derivative asset before netting adjustment	18.9	18.3	18.0
US stock/bond mutual funds | Significant Observable Inputs (Level 2) | Spire Missouri
ASSETS
Derivative asset before netting adjustment	4.1	4.1	4.1
US stock/bond mutual funds | Significant Unobservable Inputs (Level 3) | Spire Missouri
ASSETS
Derivative asset before netting adjustment	0.0	0.0	0.0
NYMEX/ICE natural gas contracts | Spire Missouri
ASSETS
Effects of Netting and Cash Margin Receivables /Payables	(1.7)	(3.4)	(1.3)
Derivative asset	0.0	0.0	0.6
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables	(0.2)	(1.9)	(1.3)
Derivative liability	0.0	0.0	0.0
NYMEX/ICE natural gas contracts | Quoted Prices in Active Markets (Level 1) | Spire Missouri
ASSETS
Derivative asset before netting adjustment	1.7	3.4	1.9
LIABILITIES
Derivative liability before netting adjustment	0.2	1.9	1.3
NYMEX/ICE natural gas contracts | Significant Observable Inputs (Level 2) | Spire Missouri
ASSETS
Derivative asset before netting adjustment	0.0	0.0	0.0
LIABILITIES
Derivative liability before netting adjustment	0.0	0.0	0.0
NYMEX/ICE natural gas contracts | Significant Unobservable Inputs (Level 3) | Spire Missouri
ASSETS
Derivative asset before netting adjustment	0.0	0.0	0.0
LIABILITIES
Derivative liability before netting adjustment	0.0	0.0	0.0
Gasoline and heating oil contracts | Spire Missouri
ASSETS
Effects of Netting and Cash Margin Receivables /Payables		0.0	0.0
Derivative asset		0.1	0.1
Gasoline and heating oil contracts | Quoted Prices in Active Markets (Level 1) | Spire Missouri
ASSETS
Derivative asset before netting adjustment		0.1	0.1
Gasoline and heating oil contracts | Significant Observable Inputs (Level 2) | Spire Missouri
ASSETS
Derivative asset before netting adjustment		0.0	0.0
Gasoline and heating oil contracts | Significant Unobservable Inputs (Level 3) | Spire Missouri
ASSETS
Derivative asset before netting adjustment		0.0	0.0
Other | Interest rate swaps
ASSETS
Effects of Netting and Cash Margin Receivables /Payables	0.0
Derivative asset	1.6
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables		0.0	0.0
Derivative liability		0.9	(0.6)
Other | Interest rate swaps | Quoted Prices in Active Markets (Level 1)
ASSETS
Derivative asset before netting adjustment	0.0
LIABILITIES
Derivative liability before netting adjustment		0.0	0.0
Other | Interest rate swaps | Significant Observable Inputs (Level 2)
ASSETS
Derivative asset before netting adjustment	1.6
LIABILITIES
Derivative liability before netting adjustment		0.9	(0.6)
Other | Interest rate swaps | Significant Unobservable Inputs (Level 3)
ASSETS
Derivative asset before netting adjustment	0.0
LIABILITIES
Derivative liability before netting adjustment		0.0	0.0
Gas Utility | Operating Segments | US stock/bond mutual funds
ASSETS
Effects of Netting and Cash Margin Receivables /Payables	0.0	0.0	0.0
Derivative asset	23.0	22.4	22.1
Gas Utility | Operating Segments | US stock/bond mutual funds | Quoted Prices in Active Markets (Level 1)
ASSETS
Derivative asset before netting adjustment	18.9	18.3	18.0
Gas Utility | Operating Segments | US stock/bond mutual funds | Significant Observable Inputs (Level 2)
ASSETS
Derivative asset before netting adjustment	4.1	4.1	4.1
Gas Utility | Operating Segments | US stock/bond mutual funds | Significant Unobservable Inputs (Level 3)
ASSETS
Derivative asset before netting adjustment	0.0	0.0	0.0
Gas Utility | Operating Segments | NYMEX/ICE natural gas contracts
ASSETS
Effects of Netting and Cash Margin Receivables /Payables	(1.7)	(3.4)	(1.3)
Derivative asset	0.0	0.0	0.6
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables	(0.2)	(1.9)	(1.3)
Derivative liability	0.0	0.0	0.0
Gas Utility | Operating Segments | NYMEX/ICE natural gas contracts | Quoted Prices in Active Markets (Level 1)
ASSETS
Derivative asset before netting adjustment	1.7	3.4	1.9
LIABILITIES
Derivative liability before netting adjustment	0.2	1.9	1.3
Gas Utility | Operating Segments | NYMEX/ICE natural gas contracts | Significant Observable Inputs (Level 2)
ASSETS
Derivative asset before netting adjustment	0.0	0.0	0.0
LIABILITIES
Derivative liability before netting adjustment	0.0	0.0	0.0
Gas Utility | Operating Segments | NYMEX/ICE natural gas contracts | Significant Unobservable Inputs (Level 3)
ASSETS
Derivative asset before netting adjustment	0.0	0.0	0.0
LIABILITIES
Derivative liability before netting adjustment	0.0	0.0	0.0
Gas Utility | Operating Segments | Gasoline and heating oil contracts
ASSETS
Effects of Netting and Cash Margin Receivables /Payables		0.0	0.0
Derivative asset		0.1	0.1
Gas Utility | Operating Segments | Gasoline and heating oil contracts | Quoted Prices in Active Markets (Level 1)
ASSETS
Derivative asset before netting adjustment		0.1	0.1
Gas Utility | Operating Segments | Gasoline and heating oil contracts | Significant Observable Inputs (Level 2)
ASSETS
Derivative asset before netting adjustment		0.0	0.0
Gas Utility | Operating Segments | Gasoline and heating oil contracts | Significant Unobservable Inputs (Level 3)
ASSETS
Derivative asset before netting adjustment		0.0	0.0
Gas Marketing | Operating Segments
ASSETS
Effects of Netting and Cash Margin Receivables /Payables		(6.7)
Derivative asset		28.7
Gas Marketing | Operating Segments | Quoted Prices in Active Markets (Level 1)
ASSETS
Derivative asset before netting adjustment		23.1
Gas Marketing | Operating Segments | Significant Observable Inputs (Level 2)
ASSETS
Derivative asset before netting adjustment		12.2
Gas Marketing | Operating Segments | Significant Unobservable Inputs (Level 3)
ASSETS
Derivative asset before netting adjustment		0.1
Gas Marketing | Operating Segments | NYMEX/ICE natural gas contracts
ASSETS
Effects of Netting and Cash Margin Receivables /Payables	(2.6)	(2.1)	(2.6)
Derivative asset	0.0	0.5	2.1
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables	(7.9)	(2.1)	(2.6)
Derivative liability	0.0	0.0	0.0
Gas Marketing | Operating Segments | NYMEX/ICE natural gas contracts | Quoted Prices in Active Markets (Level 1)
ASSETS
Derivative asset before netting adjustment	0.2	1.3	1.5
LIABILITIES
Derivative liability before netting adjustment	0.9	1.8	0.8
Gas Marketing | Operating Segments | NYMEX/ICE natural gas contracts | Significant Observable Inputs (Level 2)
ASSETS
Derivative asset before netting adjustment	2.4	1.3	3.2
LIABILITIES
Derivative liability before netting adjustment	7.0	0.3	1.8
Gas Marketing | Operating Segments | NYMEX/ICE natural gas contracts | Significant Unobservable Inputs (Level 3)
ASSETS
Derivative asset before netting adjustment	0.0	0.0	0.0
LIABILITIES
Derivative liability before netting adjustment	0.0	0.0	0.0
Gas Marketing | Operating Segments | Natural gas commodity contracts
ASSETS
Effects of Netting and Cash Margin Receivables /Payables	(2.0)	(1.2)	(1.7)
Derivative asset	12.1	5.7	5.0
LIABILITIES
Effects of Netting and Cash Margin Receivables /Payables	(2.0)	(1.2)	(1.7)
Derivative liability	4.7	7.2	5.0
Gas Marketing | Operating Segments | Natural gas commodity contracts | Quoted Prices in Active Markets (Level 1)
ASSETS
Derivative asset before netting adjustment	0.0	0.0	0.0
LIABILITIES
Derivative liability before netting adjustment	0.0	0.0	0.0
Gas Marketing | Operating Segments | Natural gas commodity contracts | Significant Observable Inputs (Level 2)
ASSETS
Derivative asset before netting adjustment	14.1	6.8	6.1
LIABILITIES
Derivative liability before netting adjustment	6.7	8.4	6.7
Gas Marketing | Operating Segments | Natural gas commodity contracts | Significant Unobservable Inputs (Level 3)
ASSETS
Derivative asset before netting adjustment	0.0	0.1	0.6
LIABILITIES
Derivative liability before netting adjustment	$ 0.0	$ 0.0	$ 0.0

XML

CONCENTRATIONS OF CREDIT RISK (Details) $ in Millions	9 Months Ended
	Jun. 30, 2018 USD ($) subsegment counterparty
Concentration Risk [Line Items]
Number of groups with potential to affect overall exposure | subsegment	3
Number of large counterparties for which credit risk is disclosed | counterparty	5
Number of counterparties with investment-grade rating | counterparty	5
Energy Producers And Their Affiliates
Concentration Risk [Line Items]
Accounts receivable	$ 6.5
Net receivable amount	4.2
Utility Companies And Their Affiliates
Concentration Risk [Line Items]
Accounts receivable	53.4
Net receivable amount	50.5
Largest Counterparties
Concentration Risk [Line Items]
Accounts receivable	$ 17.7

XML

PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS - Narrative (Details) - USD ($)	3 Months Ended				9 Months Ended		12 Months Ended
	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2017	Mar. 31, 2017	Jun. 30, 2018	Jun. 30, 2017	Sep. 30, 2017	Mar. 07, 2018	Apr. 11, 2017
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Medical insurance available until age is reached after early retirement					65 years
Regulatory asset	$ 791,800,000		$ 985,100,000		$ 791,800,000	$ 985,100,000	$ 966,600,000
Remaining recovery period for regulatory assets for which no return on investment during recovery period is provided (in years)							15 years
Spire Missouri
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Regulatory asset	528,900,000		650,600,000		528,900,000	650,600,000	$ 653,400,000
Spire Alabama
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Regulatory asset	220,300,000		290,900,000		220,300,000	290,900,000	$ 261,600,000
Pension Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Lump-sum payments recognized as settlement	34,500,000	$ 39,500,000
Loss on lump-sum settlements	7,500,000	$ 9,400,000	0		16,900,000	11,900,000
Regulatory adjustment	2,100,000		3,100,000		30,400,000	300,000
Pension Plans | Spire Missouri
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Lump-sum payments recognized as settlement	19,600,000			$ 36,300,000
Loss on lump-sum settlements	$ 5,200,000		0	11,500,000	$ 14,600,000	11,500,000
Discount rate on defined benefit plan	4.20%				4.20%		3.70%
Contributions made by employer					$ 24,900,000
Anticipated contributions to pension plans for qualified trust	$ 11,000,000				11,000,000
Regulatory adjustment	2,400,000		1,300,000		26,700,000	(4,500,000)
Pension Plans | Spire Alabama
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Lump-sum payments recognized as settlement	14,900,000			1,900,000
Loss on lump-sum settlements	$ 2,300,000		0	$ 400,000	$ 2,300,000	400,000
Discount rate on defined benefit plan	4.20%				4.20%		3.65%
Contributions made by employer					$ 0
Regulatory adjustment	$ (600,000)		1,600,000		$ 3,000,000	4,300,000
Other Pension Plans | Spire Missouri
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Discount rate on defined benefit plan	4.15%				4.15%		3.75%
Contributions made by employer					$ 0
Postretirement Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Contributions made by employer					3,400,000
Regulatory adjustment	$ 700,000		(800,000)		800,000	(2,400,000)
Postretirement Plans | Spire Missouri
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Anticipated contributions to pension plans for qualified trust	3,500,000				3,500,000
Regulatory adjustment	1,100,000		(400,000)		2,100,000	(1,100,000)
Postretirement Plans | Spire Alabama
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Contributions made by employer					0
Anticipated contributions to pension plans for qualified trust	0				0
Regulatory adjustment	(500,000)		$ (500,000)		(1,400,000)	$ (1,400,000)
MoPSC | ISRS surcharge | Pension Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Regulatory adjustment	$ 28,800,000
Pension costs | MoPSC | ISRS surcharge | Spire Missouri West
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Regulatory asset								$ 5,500,000	$ 9,900,000
Pension costs | MoPSC | ISRS surcharge | Spire Missouri East
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Regulatory asset								29,000,000	15,500,000
Postretirement health care costs | MoPSC | ISRS surcharge | Spire Missouri East
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Regulatory asset								$ 8,600,000	$ 9,500,000
Pension and postretirement benefit costs | Spire Missouri West
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Amortization of regulatory assets not earning a return					$ 26,200,000
Pension and postretirement benefit costs | Spire Missouri East
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Remaining recovery period for regulatory assets for which no return on investment during recovery period is provided (in years)					8 years
Amortization of regulatory assets not earning a return					$ 173,000,000

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PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS - Net Periodic Cost (Details) - USD ($) $ in Millions	3 Months Ended				9 Months Ended
	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2017	Mar. 31, 2017	Jun. 30, 2018	Jun. 30, 2017
Pension Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost – benefits earned during the period	$ 4.8		$ 5.0		$ 15.2	$ 15.5
Interest cost on projected benefit obligation	6.5		7.0		20.3	20.8
Expected return on plan assets	(8.6)		(9.4)		(27.8)	(29.0)
Amortization of prior service credit	(0.2)		0.2		(0.7)	0.7
Amortization of actuarial gain (loss)	2.4		3.0		8.4	9.6
Loss on lump-sum settlements	7.5	$ 9.4	0.0		16.9	11.9
Subtotal	12.4		5.8		32.3	29.5
Regulatory adjustment	2.1		3.1		30.4	0.3
Net pension cost (income)	14.5		8.9		62.7	29.8
Postretirement Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost – benefits earned during the period	2.3		2.7		7.0	8.2
Interest cost on projected benefit obligation	2.2		2.2		6.6	6.5
Expected return on plan assets	(3.5)		(3.5)		(10.5)	(10.3)
Amortization of prior service credit	0.0		0.0		(0.1)	0.0
Amortization of actuarial gain (loss)	0.2		0.6		0.6	1.8
Subtotal	1.2		2.0		3.6	6.2
Regulatory adjustment	0.7		(0.8)		0.8	(2.4)
Net pension cost (income)	1.9		1.2		4.4	3.8
Spire Missouri | Pension Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost – benefits earned during the period	2.9		3.0		9.4	9.6
Interest cost on projected benefit obligation	4.6		4.8		14.4	14.5
Expected return on plan assets	(6.1)		(6.8)		(20.3)	(21.2)
Amortization of prior service credit	0.3		0.2		0.7	0.7
Amortization of actuarial gain (loss)	2.0		2.5		7.1	8.2
Loss on lump-sum settlements	5.2		0.0	$ 11.5	14.6	11.5
Subtotal	8.9		3.7		25.9	23.3
Regulatory adjustment	2.4		1.3		26.7	(4.5)
Net pension cost (income)	11.3		5.0		52.6	18.8
Spire Missouri | Postretirement Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost – benefits earned during the period	2.2		2.6		6.7	7.8
Interest cost on projected benefit obligation	1.7		1.7		5.3	5.1
Expected return on plan assets	(2.4)		(2.3)		(7.3)	(6.8)
Amortization of prior service credit	0.1		0.1		0.2	0.2
Amortization of actuarial gain (loss)	0.3		0.6		0.7	1.9
Subtotal	1.9		2.7		5.6	8.2
Regulatory adjustment	1.1		(0.4)		2.1	(1.1)
Net pension cost (income)	3.0		2.3		7.7	7.1
Spire Alabama | Pension Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost – benefits earned during the period	1.6		1.6		4.9	4.7
Interest cost on projected benefit obligation	1.3		1.6		4.1	4.6
Expected return on plan assets	(1.6)		(1.8)		(5.0)	(5.4)
Amortization of prior service credit	(0.5)		0.0		(1.4)	0.0
Amortization of actuarial gain (loss)	0.4		0.5		1.3	1.4
Loss on lump-sum settlements	2.3		0.0	$ 0.4	2.3	0.4
Subtotal	3.5		1.9		6.2	5.7
Regulatory adjustment	(0.6)		1.6		3.0	4.3
Net pension cost (income)	2.9		3.5		9.2	10.0
Spire Alabama | Postretirement Plans
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost – benefits earned during the period	0.1		0.0		0.2	0.2
Interest cost on projected benefit obligation	0.4		0.4		1.1	1.2
Expected return on plan assets	(1.1)		(1.1)		(3.1)	(3.3)
Amortization of prior service credit	(0.1)		(0.1)		(0.3)	(0.2)
Amortization of actuarial gain (loss)	(0.1)		0.0		(0.1)	(0.1)
Subtotal	(0.8)		(0.8)		(2.2)	(2.2)
Regulatory adjustment	(0.5)		(0.5)		(1.4)	(1.4)
Net pension cost (income)	$ (1.3)		$ (1.3)		$ (3.6)	$ (3.6)

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INFORMATION BY OPERATING SEGMENT - Narrative (Details)	9 Months Ended
	Jun. 30, 2018 reporting_unit
Segment Reporting [Abstract]
Number of operating segments	2

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INFORMATION BY OPERATING SEGMENT - Schedule of Operating Segment Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Sep. 30, 2017
Operating Segment Information [Abstract]
Total revenues including intersegment revenues	$ 350.6	$ 323.5	$ 1,725.8	$ 1,482.0
Total Operating Revenues	350.6	323.5	1,725.8	1,482.0
Gas Utility
Natural and propane gas	107.2	76.7	731.7	524.8
Operation and maintenance	105.6	100.8	347.1	298.6
Depreciation and amortization	40.5	38.4	121.9	114.0
Taxes, other than income taxes	33.5	30.5	128.2	112.2
Total Gas Utility Operating Expenses	286.8	246.4	1,328.9	1,049.6
Gas Marketing and other	11.4	26.8	97.6	112.6
Total Operating Expenses	298.2	273.2	1,426.5	1,162.2
Operating Income	52.4	50.3	299.3	319.8
Net Economic Earnings (Loss)	15.2	21.6	210.3	178.1
Total Assets	6,584.9	6,298.2	6,584.9	6,298.2	$ 6,546.7
Intersegment revenues
Operating Segment Information [Abstract]
Total revenues including intersegment revenues	0.0	0.0	0.0	0.0
Other
Operating Segment Information [Abstract]
Total revenues including intersegment revenues	1.4	0.5	3.2	1.1
Total Operating Revenues	4.3	2.1	11.5	5.7
Gas Utility
Natural and propane gas	0.0	0.0	0.0	0.0
Operation and maintenance	0.0	0.0	0.0	0.0
Depreciation and amortization	0.0	0.0	0.0	0.0
Taxes, other than income taxes	0.0	0.0	0.0	0.0
Total Gas Utility Operating Expenses	0.0	0.0	0.0	0.0
Gas Marketing and other	8.5	4.8	19.4	9.1
Total Operating Expenses	8.5	4.8	19.4	9.1
Operating Income	(4.2)	(2.7)	(7.9)	(3.4)
Net Economic Earnings (Loss)	(6.1)	(4.0)	(16.0)	(12.9)
Total Assets	2,135.9	2,171.8	2,135.9	2,171.8	2,239.5
Other | Intersegment revenues
Operating Segment Information [Abstract]
Total revenues including intersegment revenues	2.9	1.6	8.3	4.6
Eliminations
Operating Segment Information [Abstract]
Total revenues including intersegment revenues	0.0	0.0	0.0	0.0
Total Operating Revenues	(2.9)	(3.1)	(8.6)	(12.5)
Gas Utility
Natural and propane gas	(10.7)	(12.0)	(52.8)	(54.0)
Operation and maintenance	(2.3)	(1.1)	(6.4)	(3.1)
Depreciation and amortization	0.0	0.0	0.0	0.0
Taxes, other than income taxes	0.0	0.0	0.0	0.0
Total Gas Utility Operating Expenses	(13.0)	(13.1)	(59.2)	(57.1)
Gas Marketing and other	10.1	10.0	50.6	44.6
Total Operating Expenses	(2.9)	(3.1)	(8.6)	(12.5)
Operating Income	0.0	0.0	0.0	0.0
Net Economic Earnings (Loss)	0.0	0.0	0.0	0.0
Total Assets	(1,231.0)	(1,420.3)	(1,231.0)	(1,420.3)	(1,490.2)
Eliminations | Intersegment revenues
Operating Segment Information [Abstract]
Total revenues including intersegment revenues	(2.9)	(3.1)	(8.6)	(12.5)
Gas Utility | Operating Segments
Operating Segment Information [Abstract]
Total revenues including intersegment revenues	334.8	305.1	1,667.3	1,419.1
Total Operating Revenues	334.8	306.6	1,667.6	1,427.0
Gas Utility
Natural and propane gas	117.9	88.7	784.5	578.8
Operation and maintenance	107.9	101.9	353.5	301.7
Depreciation and amortization	40.5	38.4	121.9	114.0
Taxes, other than income taxes	33.5	30.5	128.2	112.2
Total Gas Utility Operating Expenses	299.8	259.5	1,388.1	1,106.7
Gas Marketing and other	0.0	0.0	0.0	0.0
Total Operating Expenses	299.8	259.5	1,388.1	1,106.7
Operating Income	35.0	47.1	279.5	320.3
Net Economic Earnings (Loss)	16.9	23.3	208.1	187.3
Total Assets	5,445.5	5,323.1	5,445.5	5,323.1	5,551.2
Gas Utility | Operating Segments | Intersegment revenues
Operating Segment Information [Abstract]
Total revenues including intersegment revenues	0.0	1.5	0.3	7.9
Gas Marketing | Operating Segments
Operating Segment Information [Abstract]
Total revenues including intersegment revenues	14.4	17.9	55.3	61.8
Total Operating Revenues	14.4	17.9	55.3	61.8
Gas Utility
Natural and propane gas	0.0	0.0	0.0	0.0
Operation and maintenance	0.0	0.0	0.0	0.0
Depreciation and amortization	0.0	0.0	0.0	0.0
Taxes, other than income taxes	0.0	0.0	0.0	0.0
Total Gas Utility Operating Expenses	0.0	0.0	0.0	0.0
Gas Marketing and other	(7.2)	12.0	27.6	58.9
Total Operating Expenses	(7.2)	12.0	27.6	58.9
Operating Income	21.6	5.9	27.7	2.9
Net Economic Earnings (Loss)	4.4	2.3	18.2	3.7
Total Assets	234.5	223.6	234.5	223.6	$ 246.2
Gas Marketing | Operating Segments | Intersegment revenues
Operating Segment Information [Abstract]
Total revenues including intersegment revenues	$ 0.0	$ 0.0	$ 0.0	$ 0.0

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INFORMATION BY OPERATING SEGMENT - Reconciliation of Consolidated Net Economic Earnings to Consolidated Net Income (Details) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
	Mar. 07, 2018	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Segment Reporting [Abstract]
Net Income		$ 25.9	$ 21.7	$ 240.1	$ 174.9
Missouri regulatory adjustments		0.0	0.0	30.6	0.0
Unrealized (gain) loss on energy-related derivative contracts		(16.0)	(2.2)	(3.4)	3.2
Realized gain on economic hedges prior to sale of the physical commodity		0.0	0.0	(0.3)	(0.2)
Acquisition, divestiture and restructuring activities		3.3	1.9	7.0	2.1
Income tax effect of adjustments		2.0	0.2	(9.7)	(1.9)
Effects of the Tax Cuts and Jobs Act	$ 33.0	0.0	0.0	(54.0)	0.0
Net Economic Earnings		$ 15.2	$ 21.6	$ 210.3	$ 178.1

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COMMITMENTS AND CONTINGENCIES - Commitments (Details) - USD ($) $ in Millions	9 Months Ended
	Jun. 30, 2018	Apr. 27, 2018
Long-term Purchase Commitment [Line Items]
Minimum total payments required for natural gas contracts	$ 1,240.5
Spire Missouri
Long-term Purchase Commitment [Line Items]
Minimum total payments required for natural gas contracts	510.7
Spire Alabama
Long-term Purchase Commitment [Line Items]
Minimum total payments required for natural gas contracts	$ 328.0
Spire STL Pipeline LLC
Long-term Purchase Commitment [Line Items]
Contractual commitment		$ 100.0

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COMMITMENTS AND CONTINGENCIES - Contingencies (Details)		72 Months Ended
	Dec. 17, 2013 fatality	Mar. 31, 2018 lawsuit plaintiff	Jun. 30, 2018 site	Sep. 30, 2013 site
Spire Gulf
Loss Contingencies [Line Items]
Number of lawsuits filed | lawsuit		14
Number of plaintiffs | plaintiff		1,600
Spire Missouri
Loss Contingencies [Line Items]
Number of former manufactured gas plant (MGP) sites in Missouri			3
Number of former manufactured gas plant (MGP) sites enrolled in BVCP			2
Spire Alabama
Loss Contingencies [Line Items]
Number of former manufactured gas plant (MGP)			9
Number of incident fatalities | fatality	1
Number of former manufactured gas distribution			5
Previous Ownership | Spire Missouri
Loss Contingencies [Line Items]
Number of former manufactured gas plant (MGP)				19
Previous Ownership | Missouri Gas Energy (MGE)
Loss Contingencies [Line Items]
Number of former manufactured gas plant (MGP)			7
Current Ownership | Spire Alabama
Loss Contingencies [Line Items]
Number of former manufactured gas plant (MGP)			4
Number of former manufactured gas distribution			1
Pending Litigation | Spire Gulf
Loss Contingencies [Line Items]
Number of plaintiffs | plaintiff		27

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INCOME TAXES - Income Taxes (Details) $ in Millions	3 Months Ended
	Jun. 30, 2018 USD ($)
Income Tax Disclosure [Abstract]
Excess accumulated deferred taxes returned	$ 1.9

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INCOME TAXES - Impact of Tax Cuts and Jobs Act (Details) $ in Millions	3 Months Ended
	Jun. 30, 2018 USD ($)
Deferred Income Tax Assets And Liabilities [Line Items]
Adjustment to deferred tax assets	$ 0.0
Adjustment to deferred tax liabilities	(299.5)
Adjustment to deferred income tax expense	(69.4)
Adjustment to regulatory assets	(59.4)
Adjustment to regulatory liabilities	170.7
Spire Missouri
Deferred Income Tax Assets And Liabilities [Line Items]
Adjustment to deferred tax assets	0.0
Adjustment to deferred tax liabilities	(268.2)
Adjustment to deferred income tax expense	(54.6)
Adjustment to regulatory assets	(61.0)
Adjustment to regulatory liabilities	152.6
Spire Alabama
Deferred Income Tax Assets And Liabilities [Line Items]
Adjustment to deferred tax assets	(60.8)
Adjustment to deferred tax liabilities	0.0
Adjustment to deferred income tax expense	59.2
Adjustment to regulatory assets	1.6
Adjustment to regulatory liabilities	$ 0.0