SPIRE INC - Quarter Report: 2019 December (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2019

☐

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

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) (only applicable for Spire Inc.):

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common Stock $1.00 par value	SR	New York Stock Exchange LLC

Depositary Shares, each representing a 1/1,000^th interest in a share of 5.90% Series A Cumulative Redeemable Perpetual Preferred Stock, par value $25.00 per share	SR.PRA	New York Stock Exchange LLC

Indicate by check mark whether each registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 ☒	No ☐
Spire Missouri Inc.	Yes ☒	No ☐
Spire Alabama Inc.	Yes ☒	No ☐

Indicate by check mark whether each registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

Spire Inc.	Yes ☒	No ☐
Spire Missouri Inc.	Yes ☒	No ☐
Spire Alabama Inc.	Yes ☒	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 ☒
Spire Missouri Inc.	Yes ☐	No ☒
Spire Alabama Inc.	Yes ☐	No ☒

The number of shares outstanding of each registrant’s common stock as of January 31, 2020, was as follows:

Spire Inc.	Common Stock, par value $1.00 per share	51,068,070
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 Comprehensive Income	10
		Condensed Balance Sheets	11
		Condensed Statements of Shareholder’s Equity	13
		Condensed Statements of Cash Flows	14
	Spire Alabama Inc.
		Condensed Statements of Income	15
		Condensed Balance Sheets	16
		Condensed Statements of Shareholder’s Equity	18
		Condensed Statements of Cash Flows	19
	Notes to Financial Statements
		Note 1. Summary of Significant Accounting Policies	20
		Note 2. Revenue	23
		Note 3. Earnings Per Common Share	24
		Note 4. Regulatory Matters	24
		Note 5. Financing Arrangements and Long-term Debt	28
		Note 6. Fair Value of Financial Instruments	30
		Note 7. Fair Value Measurements	31
		Note 8. Concentrations of Credit Risk	34
		Note 9. Pension Plans and Other Postretirement Benefits	34
		Note 10. Information by Operating Segment	37
		Note 11. Commitments and Contingencies	38
		Note 12. Leases	41
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		43
Item 3	Quantitative and Qualitative Disclosures About Market Risk		56
Item 4	Controls and Procedures		56

PART II. OTHER INFORMATION
Item 1	Legal Proceedings		57
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds		57
Item 3	Defaults upon Senior Securities		57
Item 4	Mine Safety Disclosures		57
Item 5	Other Information		57
Item 6	Exhibits		58

SIGNATURES			59

GLOSSARY OF KEY TERMS AND ABBREVIATIONS

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

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 the “Missouri Utilities”) and Spire Alabama Inc. (“Spire Alabama”) — without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission. 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, 2019.

The Financial Information in this Part I includes separate financial statements (i.e., statements of income and comprehensive income, balance sheets, 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.

Item 1. Financial Statements

SPIRE INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

	Three Months Ended December 31,
(In millions, except per share amounts)	2019		2018
Operating Revenues:
Gas Utility	$	530.6	$	573.8
Gas Marketing and other		36.3		28.2
Total Operating Revenues		566.9		602.0
Operating Expenses:
Gas Utility
Natural and propane gas		214.6		251.7
Operation and maintenance		106.0		102.5
Depreciation and amortization		46.4		43.7
Taxes, other than income taxes		37.9		39.2
Total Gas Utility Operating Expenses		404.9		437.1
Gas Marketing and other		59.7		59.8
Total Operating Expenses		464.6		496.9
Operating Income		102.3		105.1
Interest Expense, Net		26.7		25.9
Other Income, Net		5.7		2.8
Income Before Income Taxes		81.3		82.0
Income Tax Expense		14.3		14.7
Net Income		67.0		67.3
Provision for preferred dividends		3.7		—
Income allocated to participating securities		0.1		0.1
Net Income Available to Common Shareholders	$	63.2	$	67.2

Weighted Average Number of Common Shares Outstanding:
Basic		50.9		50.6
Diluted		51.1		50.8
Basic Earnings Per Common Share	$	1.24	$	1.33
Diluted Earnings Per Common Share	$	1.24	$	1.32

See the accompanying Notes to Financial Statements.

SPIRE INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

	Three Months Ended December 31,
(In millions)	2019			2018
Net Income	$	67.0		$	67.3
Other Comprehensive Income (Loss), Before Tax:
Cash flow hedging derivative instruments:
Net hedging gain (loss) arising during the period		18.9			(10.4	)
Amounts reclassified into net income		(0.3	)		(0.3	)
Net gain (loss) on cash flow hedging derivative instruments		18.6			(10.7	)
Other Comprehensive Income (Loss), Before Tax		18.6			(10.7	)
Income Tax Expense (Benefit) Related to Items of Other Comprehensive Income (Loss)		4.2			(2.5	)
Other Comprehensive Income (Loss), Net of Tax		14.4			(8.2	)
Comprehensive Income	$	81.4		$	59.1

See the accompanying Notes to Financial Statements.

SPIRE INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	December 31,			September 30,			December 31,
(Dollars in millions, except per share amounts)	2019			2019			2018
ASSETS
Utility Plant	$	6,256.1		$	6,146.5		$	5,754.8
Less: Accumulated depreciation and amortization		1,823.8			1,794.5			1,709.5
Net Utility Plant		4,432.3			4,352.0			4,045.3
Non-utility Property (net of accumulated depreciation and amortization of $13.9, $12.7 and $11.1 at December 31, 2019, September 30, 2019, and December 31, 2018, respectively)		518.7			477.8			254.5
Other Investments		74.7			72.3			69.5
Total Other Property and Investments		593.4			550.1			324.0
Current Assets:
Cash and cash equivalents		21.5			5.8			8.4
Accounts receivable:
Utility		282.0			139.8			339.2
Other		195.6			172.8			242.1
Allowance for doubtful accounts		(26.3	)		(23.0	)		(24.6	)
Delayed customer billings		6.6			4.3			10.9
Inventories:
Natural gas		149.1			162.6			176.2
Propane gas		10.7			10.7			12.0
Materials and supplies		25.8			23.3			24.5
Regulatory assets		67.9			78.6			63.4
Prepayments		30.8			29.1			25.7
Other		12.7			10.5			27.5
Total Current Assets		776.4			614.5			905.3
Deferred Charges and Other Assets:
Goodwill		1,171.6			1,171.6			1,171.6
Regulatory assets		750.5			767.6			655.1
Other		236.8			163.4			130.9
Total Deferred Charges and Other Assets		2,158.9			2,102.6			1,957.6
Total Assets	$	7,961.0		$	7,619.2		$	7,232.2

SPIRE INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)

(UNAUDITED)

	December 31,			September 30,			December 31,
	2019			2019			2018
CAPITALIZATION AND LIABILITIES
Capitalization:
Preferred stock ($25.00 par value per share; 10.0 million depositary shares authorized, issued and outstanding at December 31, 2019 and September 30, 2019)	$	242.0		$	242.0		$	—
Common stock (par value $1.00 per share; 70.0 million shares authorized; 51.1 million, 51.0 million, and 50.7 million shares issued and outstanding at December 31, 2019, September 30, 2019, and December 31, 2018, respectively)		51.1			51.0			50.7
Paid-in capital		1,506.7			1,505.8			1,482.8
Retained earnings		803.1			775.5			752.9
Accumulated other comprehensive loss		(16.9	)		(31.3	)		(1.8	)
Total Shareholders' Equity		2,586.0			2,543.0			2,284.6
Temporary equity		4.1			3.4			—
Long-term debt (less current portion)		2,484.4			2,082.6			1,992.0
Total Capitalization		5,074.5			4,629.0			4,276.6
Current Liabilities:
Current portion of long-term debt		45.3			40.0			175.0
Notes payable		518.9			743.2			626.1
Accounts payable		307.9			301.5			430.9
Advance customer billings		31.4			32.6			19.8
Wages and compensation accrued		35.4			45.7			32.8
Customer deposits		36.5			35.6			36.1
Taxes accrued		43.8			68.5			44.6
Regulatory liabilities		50.0			60.8			37.0
Other		183.3			140.9			161.1
Total Current Liabilities		1,252.5			1,468.8			1,563.4
Deferred Credits and Other Liabilities:
Deferred income taxes		475.3			451.4			453.2
Pension and postretirement benefit costs		260.7			264.8			182.1
Asset retirement obligations		340.9			337.6			324.5
Regulatory liabilities		417.8			399.0			363.4
Other		139.3			68.6			69.0
Total Deferred Credits and Other Liabilities		1,634.0			1,521.4			1,392.2
Commitments and Contingencies (Note 11)
Total Capitalization and Liabilities	$	7,961.0		$	7,619.2		$	7,232.2

See the accompanying Notes to Financial Statements.

SPIRE INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED)

	Common Stock					Preferred		Paid-in			Retained
(Dollars in millions)	Shares			Par		Stock		Capital			Earnings			AOCI*			Total
Three Months Ended December 31, 2019:
Balance at September 30, 2019		50,973,515		$	51.0	$	242.0	$	1,505.8		$	775.5		$	(31.3	)	$	2,543.0
Net income		—			—		—		—			67.0			—			67.0
Dividend reinvestment plan		28,764			—		—		2.3			—			—			2.3
Stock-based compensation costs		—			—		—		1.6			—			—			1.6
Stock issued under stock-based compensation plans		99,126			0.1		—		(0.1	)		—			—			—
Employees’ tax withholding for stock-based compensation		(37,945	)		—		—		(2.9	)		—			—			(2.9	)
Temporary equity adjustment to redemption value		—			—		—		—			(0.1	)		—			(0.1	)
Dividends declared:
Common stock ($0.6225 per share)		—			—		—		—			(31.9	)		—			(31.9	)
Preferred stock ($0.7375 per depositary share)		—			—		—		—			(7.4	)		—			(7.4	)
Other comprehensive income, net of tax		—			—		—		—			—			14.4			14.4
Balance at December 31, 2019		51,063,460		$	51.1	$	242.0	$	1,506.7		$	803.1		$	(16.9	)	$	2,586.0

Three Months Ended December 31, 2018:
Balance at September 30, 2018	50,671,903		$	50.7		$	—	$	1,482.7		$	715.6		$	6.4		$	2,255.4
Net income	—			—			—		—			67.3			—			67.3
Dividend reinvestment plan	5,063			—			—		0.4			—			—			0.4
Stock-based compensation costs	—			—			—		2.0			—			—			2.0
Stock issued under stock-based compensation plans	74,835			0.1			—		(0.1	)		—			—			—
Employees’ tax withholding for stock-based compensation	(27,633	)		(0.1	)		—		(2.2	)		—			—			(2.3	)
Dividends declared:
Common stock ($0.5925 per share)	—			—			—		—			(30.0	)		—			(30.0	)
Other comprehensive loss, net of tax	—			—			—		—			—			(8.2	)		(8.2	)
Balance at December 31, 2018	50,724,168		$	50.7		$	—	$	1,482.8		$	752.9		$	(1.8	)	$	2,284.6

* Accumulated other comprehensive income (loss)

See the accompanying Notes to Financial Statements.

SPIRE INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended December 31,
(In millions)	2019			2018
Operating Activities:
Net Income	$	67.0		$	67.3
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		47.5			44.2
Deferred income taxes and investment tax credits		14.3			12.7
Changes in assets and liabilities:
Accounts receivable		(162.5	)		(260.5	)
Inventories		11.1			(2.5	)
Regulatory assets and liabilities		45.6			44.7
Accounts payable		42.6			158.0
Delayed/advance customer billings, net		(3.5	)		(6.9	)
Taxes accrued		(24.9	)		(19.1	)
Other assets and liabilities		30.3			32.9
Other		(3.0	)		(0.4	)
Net cash provided by operating activities		64.5			70.4
Investing Activities:
Capital expenditures		(192.3	)		(206.8	)
Business acquisitions		—			(7.9	)
Other		(0.3	)		(1.5	)
Net cash used in investing activities		(192.6	)		(216.2	)
Financing Activities:
Issuance of long-term debt		510.0			100.0
Repayment of long-term debt		(100.0	)		(9.1	)
(Repayment) issuance of short-term debt, net		(224.2	)		72.5
Issuance of common stock		2.3			0.4
Dividends paid on common stock		(34.7	)		(28.8	)
Dividends paid on preferred stock		(3.7	)		—
Other		(5.9	)		(2.2	)
Net cash provided by financing activities		143.8			132.8
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash		15.7			(13.0	)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period		5.8			21.4
Cash and Cash Equivalents at End of Period	$	21.5		$	8.4

Supplemental disclosure of cash paid for:
Interest, net of amounts capitalized	$	(11.6	)	$	(13.9	)
Income taxes		—			—

See the accompanying Notes to Financial Statements.

SPIRE MISSOURI INC.

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

	Three Months Ended December 31,
(In millions)	2019		2018
Operating Revenues:
Utility	$	374.0	$	413.2
Total Operating Revenues		374.0		413.2
Operating Expenses:
Utility
Natural and propane gas		185.8		223.4
Operation and maintenance		65.5		63.1
Depreciation and amortization		29.0		27.2
Taxes, other than income taxes		26.7		28.1
Total Operating Expenses		307.0		341.8
Operating Income		67.0		71.4
Interest Expense, Net		13.2		12.1
Other Income (Expense), Net		1.0		(0.7	)
Income Before Income Taxes		54.8		58.6
Income Tax Expense		6.8		7.4
Net Income		48.0		51.2
Other Comprehensive Income, Net of Tax		0.1		—
Comprehensive Income	$	48.1	$	51.2

See the accompanying Notes to Financial Statements.

SPIRE MISSOURI INC.

CONDENSED BALANCE SHEETS

(UNAUDITED)

	December 31,			September 30,			December 31,
(Dollars in millions, except per share amounts)	2019			2019			2018
ASSETS
Utility Plant	$	3,718.9		$	3,643.2		$	3,395.8
Less: Accumulated depreciation and amortization		780.1			764.1			720.4
Net Utility Plant		2,938.8			2,879.1			2,675.4
Other Property and Investments		56.8			53.3			53.6
Current Assets:
Cash and cash equivalents		9.3			2.6			4.9
Accounts receivable:
Utility		193.8			94.6			227.4
Associated companies		4.8			1.4			4.7
Other		23.7			26.5			17.7
Allowance for doubtful accounts		(17.9	)		(14.9	)		(18.1	)
Delayed customer billings		6.6			4.3			10.9
Inventories:
Natural gas		92.7			100.1			129.3
Propane gas		10.7			10.7			12.0
Materials and supplies		15.2			13.3			14.3
Regulatory assets		29.4			29.4			29.7
Prepayments		17.8			18.2			14.7
Total Current Assets		386.1			286.2			447.5
Deferred Charges and Other Assets:
Goodwill		210.2			210.2			210.2
Regulatory assets		491.1			507.5			427.6
Other		88.1			85.6			51.9
Total Deferred Charges and Other Assets		789.4			803.3			689.7
Total Assets	$	4,171.1		$	4,021.9		$	3,866.2

SPIRE MISSOURI INC.

CONDENSED BALANCE SHEETS (Continued)

(UNAUDITED)

	December 31,			September 30,			December 31,
	2019			2019			2018
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)	$	765.1		$	765.1		$	761.6
Retained earnings		613.3			576.6			542.5
Accumulated other comprehensive loss		(2.3	)		(2.4	)		(1.6	)
Total Shareholder's Equity		1,376.1			1,339.3			1,302.5
Long-term debt (less current portion)		1,098.6			925.0			924.5
Total Capitalization		2,474.7			2,264.3			2,227.0
Current Liabilities:
Current portion of long-term debt		—			—			50.0
Notes payable – associated companies		288.1			386.4			308.0
Accounts payable		76.3			75.7			101.5
Accounts payable – associated companies		11.2			5.5			17.4
Advance customer billings		20.7			20.8			9.1
Wages and compensation accrued		25.0			34.5			25.3
Customer deposits		13.6			13.4			13.3
Taxes accrued		14.6			36.4			14.6
Regulatory liabilities		42.4			52.3			20.6
Other		65.7			26.4			65.7
Total Current Liabilities		557.6			651.4			625.5
Deferred Credits and Other Liabilities:
Deferred income taxes		376.2			364.6			373.7
Pension and postretirement benefit costs		189.3			192.4			137.7
Asset retirement obligations		175.3			173.5			175.9
Regulatory liabilities		345.5			326.5			279.7
Other		52.5			49.2			46.7
Total Deferred Credits and Other Liabilities		1,138.8			1,106.2			1,013.7
Commitments and Contingencies (Note 11)
Total Capitalization and Liabilities	$	4,171.1		$	4,021.9		$	3,866.2

See the accompanying Notes to Financial Statements.

SPIRE MISSOURI INC.

CONDENSED STATEMENTS OF SHAREHOLDER’S EQUITY

(UNAUDITED)

	Common Stock				Paid-in		Retained
(Dollars in millions)	Shares		Par		Capital		Earnings			AOCI*			Total
Three Months Ended December 31, 2019:
Balance at September 30, 2019		24,577	$	0.1	$	765.0	$	576.6		$	(2.4	)	$	1,339.3
Net income		—		—		—		48.0			—			48.0
Dividends declared		—		—		—		(11.3	)		—			(11.3	)
Other comprehensive income, net of tax		—		—		—		—			0.1			0.1
Balance at December 31, 2019		24,577	$	0.1	$	765.0	$	613.3		$	(2.3	)	$	1,376.1

Three Months Ended December 31, 2018:
Balance at September 30, 2018		24,577	$	0.1	$	760.3	$	501.1		$	(1.6	)	$	1,259.9
Net income		—		—		—		51.2			—			51.2
Stock-based compensation costs		—		—		1.2		—			—			1.2
Dividends declared		—		—		—		(9.8	)		—			(9.8	)
Balance at December 31, 2018		24,577	$	0.1	$	761.5	$	542.5		$	(1.6	)	$	1,302.5

* Accumulated other comprehensive income (loss)

See the accompanying Notes to Financial Statements.

SPIRE MISSOURI INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended December 31,
(In millions)	2019			2018
Operating Activities:
Net Income	$	48.0		$	51.2
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		29.0			27.2
Deferred income taxes and investment tax credits		6.8			7.4
Changes in assets and liabilities:
Accounts receivable		(96.9	)		(124.6	)
Inventories		5.5			(2.5	)
Regulatory assets and liabilities		32.8			32.0
Accounts payable		26.9			50.9
Delayed/advance customer billings, net		(2.4	)		(4.4	)
Taxes accrued		(21.7	)		(17.4	)
Other assets and liabilities		16.9			29.4
Other		0.2			1.2
Net cash provided by operating activities		45.1			50.4
Investing Activities:
Capital expenditures		(102.2	)		(92.0	)
Other		—			0.6
Net cash used in investing activities		(102.2	)		(91.4	)
Financing Activities:
Issuance of long-term debt		275.0			100.0
Repayment of long-term debt		(100.0	)		—
Repayments to Spire, net		(98.3	)		(37.3	)
Dividends paid		(11.3	)		(18.8	)
Other		(1.6	)		—
Net cash used in financing activities		63.8			43.9
Net Increase in Cash and Cash Equivalents		6.7			2.9
Cash and Cash Equivalents at Beginning of Period		2.6			2.0
Cash and Cash Equivalents at End of Period	$	9.3		$	4.9

Supplemental disclosure of cash paid for:
Interest, net of amounts capitalized	$	(7.5	)	$	(8.3	)
Income taxes		—			—

See the accompanying Notes to Financial Statements.

SPIRE ALABAMA INC.

CONDENSED STATEMENTS OF INCOME

(UNAUDITED)

	Three Months Ended December 31,
(In millions)	2019		2018
Operating Revenues:
Utility	$	126.2	$	133.5
Total Operating Revenues		126.2		133.5
Operating Expenses:
Utility
Natural gas		47.0		59.5
Operation and maintenance		35.2		34.4
Depreciation and amortization		14.3		13.6
Taxes, other than income taxes		8.8		8.9
Total Operating Expenses		105.3		116.4
Operating Income		20.9		17.1
Interest Expense, Net		5.4		5.1
Other Income, Net		2.2		1.8
Income Before Income Taxes		17.7		13.8
Income Tax Expense		4.5		3.5
Net Income	$	13.2	$	10.3

See the accompanying Notes to Financial Statements.

SPIRE ALABAMA INC.

CONDENSED BALANCE SHEETS

(UNAUDITED)

	December 31,			September 30,			December 31,
(Dollars in millions, except per share amounts)	2019			2019			2018
ASSETS
Utility Plant	$	2,174.1		$	2,138.0		$	1,994.5
Less: Accumulated depreciation and amortization		894.2			882.1			841.4
Net Utility Plant		1,279.9			1,255.9			1,153.1
Current Assets:
Accounts receivable:
Utility		71.6			37.5			93.9
Associated companies		0.2			—			—
Other		8.7			8.5			6.3
Allowance for doubtful accounts		(7.4	)		(6.3	)		(4.2	)
Inventories:
Natural gas		30.6			35.1			30.1
Materials and supplies		8.1			7.8			8.2
Regulatory assets		24.4			33.9			18.8
Prepayments		6.6			5.3			4.6
Other		0.4			0.4			2.6
Total Current Assets		143.2			122.2			160.3
Deferred Charges and Other Assets:
Regulatory assets		230.2			231.2			200.2
Deferred income taxes		76.8			81.3			98.3
Other		62.5			53.0			58.4
Total Deferred Charges and Other Assets		369.5			365.5			356.9
Total Assets	$	1,792.6		$	1,743.6		$	1,670.3

SPIRE ALABAMA INC.

CONDENSED BALANCE SHEETS (Continued)

(UNAUDITED)

	December 31,		September 30,		December 31,
	2019		2019		2018
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)	$	370.9	$	370.9	$	390.9
Retained earnings		466.3		459.1		419.6
Total Shareholder's Equity		837.2		830.0		810.5
Long-term debt (less current portion)		471.7		372.2		322.6
Total Capitalization		1,308.9		1,202.2		1,133.1
Current Liabilities:
Current portion of long-term debt		40.0		40.0		—
Notes payable – associated companies		67.1		128.7		164.2
Accounts payable		51.9		56.2		78.4
Accounts payable – associated companies		3.2		1.6		2.5
Advance customer billings		10.0		10.6		9.9
Wages and compensation accrued		6.5		8.0		5.8
Customer deposits		20.2		19.5		19.5
Taxes accrued		26.1		27.4		26.6
Regulatory liabilities		2.4		3.4		10.2
Other		13.2		9.2		7.8
Total Current Liabilities		240.6		304.6		324.9
Deferred Credits and Other Liabilities:
Pension and postretirement benefit costs		58.7		59.2		36.2
Asset retirement obligations		150.2		148.7		137.1
Regulatory liabilities		22.3		23.0		30.6
Other		11.9		5.9		8.4
Total Deferred Credits and Other Liabilities		243.1		236.8		212.3
Commitments and Contingencies (Note 11)
Total Capitalization and Liabilities	$	1,792.6	$	1,743.6	$	1,670.3

See the accompanying Notes to Financial Statements.

SPIRE ALABAMA INC.

CONDENSED STATEMENTS OF SHAREHOLDER’S EQUITY

(UNAUDITED)

	Common Stock				Paid-in		Retained
(Dollars in millions)	Shares		Par		Capital		Earnings			Total
Three Months Ended December 31, 2019:
Balance at September 30, 2019		1,972,052	$	—	$	370.9	$	459.1		$	830.0
Net income		—		—		—		13.2			13.2
Dividends declared		—		—		—		(6.0	)		(6.0	)
Balance at December 31, 2019		1,972,052	$	—	$	370.9	$	466.3		$	837.2

Three Months Ended December 31, 2018:
Balance at September 30, 2018		1,972,052	$	—	$	390.9	$	417.8		$	808.7
Net income		—		—		—		10.3			10.3
Dividends declared		—		—		—		(8.5	)		(8.5	)
Balance at December 31, 2018		1,972,052	$	—	$	390.9	$	419.6		$	810.5

See the accompanying Notes to Financial Statements.

SPIRE ALABAMA INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended December 31,
(In millions)	2019			2018
Operating Activities:
Net Income	$	13.2		$	10.3
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		14.3			13.6
Deferred income taxes and investment tax credits		4.5			3.5
Changes in assets and liabilities:
Accounts receivable		(34.3	)		(52.0	)
Inventories		4.2			3.2
Regulatory assets and liabilities		11.1			11.5
Accounts payable		(0.8	)		29.7
Advance customer billings		(0.6	)		(3.2	)
Taxes accrued		(1.3	)		(1.7	)
Other assets and liabilities		0.6			2.8
Other		(2.7	)		(0.4	)
Net cash provided by operating activities		8.2			17.3
Investing Activities:
Capital expenditures		(38.7	)		(30.1	)
Other		(1.4	)		(0.4	)
Net cash used in investing activities		(40.1	)		(30.5	)
Financing Activities:
Issuance of long-term debt		100.0			—
Repayments to Spire, net		(61.6	)		21.7
Dividends paid		(6.0	)		(8.5	)
Other		(0.5	)		—
Net cash provided by financing activities		31.9			13.2
Net Change in Cash and Cash Equivalents		—			—
Cash and Cash Equivalents at Beginning of Period		—			—
Cash and Cash Equivalents at End of Period	$	—		$	—

Supplemental disclosure of cash paid for:
Interest, net of amounts capitalized	$	(2.9	)	$	(3.6	)
Income taxes		—			—

See the accompanying Notes to Financial Statements.

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”) presented on a consolidated basis, 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 Spire. 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 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, 2019.

The consolidated financial position, results of operations, and cash flows of Spire include the accounts of the Company and all its subsidiaries. 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 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. 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 gas-related business, Spire Marketing Inc. (“Spire Marketing”), which provides non-regulated natural gas services, primarily in the central and southern United States (U.S.). The activities of other subsidiaries are reported as Other and are described in Note 10, Information by Operating Segment. Spire Missouri and Spire Alabama each have a single reportable segment.

Nearly all the Company’s earnings are derived from its Gas Utility segment. Due to the seasonal nature of the Utilities’ business and the Spire Missouri rate design, 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.

DERIVATIVES – In the course of their business, certain subsidiaries of Spire enter 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 gross. 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.

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 Alabama Public Service Commission (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 4, Regulatory Matters.

TRANSACTIONS WITH AFFILIATES – Transactions between affiliates of the Company have been eliminated from the consolidated financial 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 are presented in the table below:

	Three Months Ended December 31,
	2019		2018
Purchases of natural gas from Spire Marketing Inc.	$	19.5	$	39.8
Transportation services received from Spire STL Pipeline LLC		3.9		—
Sales of natural gas to Spire Marketing Inc.		—		1.4
Transportation services received from Spire NGL Inc.		0.3		0.3

In the quarter ended December 31, 2019, Spire Alabama had purchases of natural gas from Spire Marketing totaling $3.3.

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

	December 31,		September 30,		December 31,
	2019		2019		2018
Spire	$	45.8	$	80.6	$	46.2
Spire Missouri		20.2		40.1		18.1
Spire Alabama		9.8		11.9		9.7

NEW ACCOUNTING PRONOUNCEMENTS – Spire, Spire Missouri and Spire Alabama adopted Accounting Standards Update (ASU) No. 2016-02, Leases, along with related ASU Nos. 2018-01, 2018-10, 2018-11, 2018-20 and 2019-01 (collectively, “ASC 842”) using a modified retrospective transition method for leases existing at, or entered into after, October 1, 2019. Under the selected transition method, comparative periods in the financial statements are presented under ASC 840 (previous lease accounting guidance). ASC 842 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. It provides new guidelines for identifying and classifying a lease, and classification affects the pattern and income statement line item for the related expense. The Company and its subsidiaries elected a package of three practical expedients permitted by the standard, allowing them not to reassess existing contracts for (1) whether it is or contains a lease, (2) lease classification and (3) initial direct costs. They also elected to use the benefit of hindsight in determining both the lease term and impairments associated with any existing leases, which resulted in lease terms that best represent management’s expectations with respect to use of the underlying asset but did not result in recognition of any impairment. Finally, they elected not to assess whether existing land easements are leases under ASC 842. The adoption of ASC 842 impacted the balance sheets through recognition of right-of-use assets and lease liabilities for operating leases but did not result in a cumulative effect adjustment or significant impacts to income or cash flows. For other lease policy elections and disclosures about leases, see Note 12, Leases.

Spire, Spire Missouri and Spire Alabama adopted the guidance in ASU No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities, and related ASU Nos. 2018-16, 2019-04, and 2019-10 in the first quarter of fiscal year 2020. 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 did not have a significant impact on the financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments, which was later supplemented by ASU Nos. 2018-19, 2019-04, 2019-05 and 2019-11. 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. The new guidance will be initially applied through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. Spire, Spire Missouri and Spire Alabama are currently assessing the impacts of adopting this standard, which must be adopted by the first quarter of fiscal 2021.

2. REVENUE

The following tables show revenue disaggregated by source and customer type.

	Three Months Ended December 31,
	2019			2018
Spire
Gas Utility:
Residential	$	368.4		$	393.6
Commercial & industrial		122.5			130.3
Transportation		31.0			29.5
Off-system & other incentive		9.4			14.9
Other customer revenue		2.4			12.7
Total revenue from contracts with customers		533.7			581.0
Changes in accrued revenue under alternative revenue programs		(3.0	)		(5.8	)
Total Gas Utility operating revenues		530.7			575.2
Gas Marketing:
Revenue from contracts with retail customers		32.3			25.8
Revenue from wholesale derivative contracts		—			—
Total Gas Marketing operating revenues		32.3			25.8
Other		11.1			5.4
Total before eliminations		574.1			606.4
Intersegment eliminations (see Note 10, Information by Operating Segment)		(7.2	)		(4.4	)
Total Operating Revenues	$	566.9		$	602.0

Spire Missouri
Residential	$	275.9		$	302.1
Commercial & industrial		80.8			89.1
Transportation		9.0			9.0
Off-system & other incentive		9.4			14.9
Other customer revenue		0.5			2.6
Total revenue from contracts with customers		375.6			417.7
Changes in accrued revenue under alternative revenue programs		(1.6	)		(4.5	)
Total Operating Revenues	$	374.0		$	413.2

Spire Alabama
Residential	$	74.3		$	75.4
Commercial & industrial		31.3			31.4
Transportation		19.6			18.2
Other customer revenue		1.6			9.6
Total revenue from contracts with customers		126.8			134.6
Changes in accrued revenue under alternative revenue programs		(0.6	)		(1.1	)
Total Operating Revenues	$	126.2		$	133.5

Gross receipts taxes associated with the Company’s natural gas utility services are imposed on the Company, Spire Missouri, and Spire Alabama and billed to its customers. The expense amounts (shown in the table below) are reported gross in the “Taxes, other than income taxes” line in the statements of income, and corresponding revenues are reported in “Operating Revenues.”

	Three Months Ended December 31,
	2019		2018
Spire	$	24.6	$	25.9
Spire Missouri		17.2		18.5
Spire Alabama		6.2		6.3

3. EARNINGS PER COMMON SHARE

	Three Months Ended December 31,
	2019		2018
Basic Earnings Per Common Share:
Net Income	$	67.0	$	67.3
Less: Provision for preferred dividends		3.7		—
Income allocated to participating securities		0.1		0.1
Income Available to Common Shareholders	$	63.2	$	67.2
Weighted Average Common Shares Outstanding (in millions)		50.9		50.6
Basic Earnings Per Common Share	$	1.24	$	1.33

Diluted Earnings Per Common Share:
Net Income	$	67.0	$	67.3
Less: Provision for preferred dividends		3.7		—
Income allocated to participating securities		0.1		0.1
Income Available to Common Shareholders	$	63.2	$	67.2
Weighted Average Common Shares Outstanding (in millions)		50.9		50.6
Dilutive Effect of Restricted Stock and Restricted Stock Units (in millions)*		0.2		0.2
Weighted Average Diluted Common Shares (in millions)		51.1		50.8
Diluted Earnings Per Common Share	$	1.24	$	1.32

* Calculation excludes certain outstanding common 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		0.1		0.4

4. 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 were reflected in the balance sheets of the Company, Spire Missouri and Spire Alabama as of December 31, 2019, September 30, 2019, and December 31, 2018.

	December 31,		September 30,		December 31,
Spire	2019		2019		2018
Regulatory Assets:
Current:
Pension and postretirement benefit costs	$	30.1	$	30.1	$	30.2
Unamortized purchased gas adjustments		9.1		18.2		3.0
Other		28.7		30.3		30.2
Total Current Regulatory Assets		67.9		78.6		63.4
Noncurrent:
Pension and postretirement benefit costs		405.5		416.6		350.0
Cost of removal		152.1		150.9		134.0
Future income taxes due from customers		111.6		108.8		99.1
Energy efficiency		37.2		35.0		33.6
Unamortized purchased gas adjustments		—		9.1		—
Other		44.1		47.2		38.4
Total Noncurrent Regulatory Assets		750.5		767.6		655.1
Total Regulatory Assets	$	818.4	$	846.2	$	718.5
Regulatory Liabilities:
Current:
Pension and postretirement benefit costs	$	5.8	$	5.8	$	2.2
Unamortized purchased gas adjustments		19.9		26.2		6.1
Other		24.3		28.8		28.7
Total Current Regulatory Liabilities		50.0		60.8		37.0
Noncurrent:
Deferred taxes due to customers		177.0		179.8		169.8
Pension and postretirement benefit costs		147.5		142.3		27.1
Accrued cost of removal		38.7		41.6		59.4
Unamortized purchased gas adjustments		24.3		—		16.7
Other		30.3		35.3		90.4
Total Noncurrent Regulatory Liabilities		417.8		399.0		363.4
Total Regulatory Liabilities	$	467.8	$	459.8	$	400.4

	December 31,		September 30,		December 31,
Spire Missouri	2019		2019		2018
Regulatory Assets:
Current:
Pension and postretirement benefit costs	$	21.9	$	21.9	$	21.9
Other		7.5		7.5		7.8
Total Current Regulatory Assets		29.4		29.4		29.7
Noncurrent:
Future income taxes due from customers		104.9		102.9		96.7
Pension and postretirement benefit costs		324.7		333.3		279.8
Energy efficiency		37.2		35.0		33.6
Unamortized purchased gas adjustments		—		9.1		—
Other		24.3		27.2		17.5
Total Noncurrent Regulatory Assets		491.1		507.5		427.6
Total Regulatory Assets	$	520.5	$	536.9	$	457.3
Regulatory Liabilities:
Current:
Pension and postretirement benefit costs	$	3.6	$	3.6	$	—
Unamortized purchased gas adjustments		19.0		25.4		5.8
Other		19.8		23.3		14.8
Total Current Regulatory Liabilities		42.4		52.3		20.6
Noncurrent:
Deferred taxes due to customers		159.7		162.5		152.4
Pension and postretirement benefit costs		124.9		119.1		—
Accrued cost of removal		12.1		15.7		35.2
Unamortized purchased gas adjustments		24.3		—		16.7
Other		24.5		29.2		75.4
Total Noncurrent Regulatory Liabilities		345.5		326.5		279.7
Total Regulatory Liabilities	$	387.9	$	378.8	$	300.3

	December 31,		September 30,		December 31,
Spire Alabama	2019		2019		2018
Regulatory Assets:
Current:
Pension and postretirement benefit costs	$	7.2	$	7.3	$	7.3
Unamortized purchased gas adjustments		8.8		17.7		1.6
Other		8.4		8.9		9.9
Total Current Regulatory Assets		24.4		33.9		18.8
Noncurrent:
Pension and postretirement benefit costs		74.9		77.2		63.0
Cost of removal		152.1		150.9		134.0
Other		3.2		3.1		3.2
Total Noncurrent Regulatory Assets		230.2		231.2		200.2
Total Regulatory Assets	$	254.6	$	265.1	$	219.0
Regulatory Liabilities:
Current:
Pension and postretirement benefit costs	$	2.2	$	2.2	$	2.3
Other		0.2		1.2		7.9
Total Current Regulatory Liabilities		2.4		3.4		10.2
Noncurrent:
Pension and postretirement benefit costs		18.4		19.1		27.1
Other		3.9		3.9		3.5
Total Noncurrent Regulatory Liabilities		22.3		23.0		30.6
Total Regulatory Liabilities	$	24.7	$	26.4	$	40.8

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

	December 31,		September 30,		December 31,
	2019		2019		2018
Spire
Pension and postretirement benefit costs	$	208.0	$	211.1	$	141.2
Future income taxes due from customers		111.6		108.8		99.1
Other		14.1		14.3		14.3
Total Regulatory Assets Not Earning a Return	$	333.7	$	334.2	$	254.6

Spire Missouri
Pension and postretirement benefit costs	$	208.0	$	211.1	$	141.2
Future income taxes due from customers		104.9		102.9		96.7
Other		14.1		14.3		14.3
Total Regulatory Assets Not Earning a Return	$	327.0	$	328.3	$	252.2

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 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 March 7, 2018, the MoPSC issued its order in two general rate cases (docketed as GR-2017-0215 and GR-2017-0216), approving new tariffs that became effective on April 19, 2018. Certain provisions of the order allow less future recovery of certain deferred or capitalized costs than estimated based upon previous rate proceedings, and management determined that the related regulatory assets should be written down or off in connection with the preparation of the financial statements for the second quarter of 2018. The charges totaled $38.4 for the year ended September 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. On April 25, 2018, Spire Missouri filed an appeal of the MoPSC’s order related to the disallowance of certain pension costs incurred prior to 1997 ($28.8), real estate sold in 2014 ($1.8), and rate case expenses ($0.9) to Missouri’s Southern District Court of Appeals. On March 15, 2019, the appeal was denied by the Southern District Court of Appeals, and Spire Missouri requested review by the Missouri Supreme Court, which agreed to take the case. Oral arguments were made before the Missouri Supreme Court on January 29, 2020. The charges related to the long-standing pension and real estate assets, totaling $30.6, were excluded in the determination of 2018 net economic earnings.

Spire Missouri filed Infrastructure System Replacement Surcharge (ISRS) applications which were approved by the MoPSC and the costs associated therewith were included in new tariffs that went into effect from our last general rate cases on April 19, 2018. Since the Company’s last rate cases, ISRS filings became effective on October 8, 2018, May 25, 2019 and November 16, 2019, bringing total authorized future annualized ISRS revenues for Spire Missouri to $29.2. On February 3, 2020, Spire Missouri filed new ISRS applications with the MoPSC for a total of $16.3, including $5.3 of ISRS revenues previously disallowed.

As reported last year, on November 19, 2019, the Missouri Western District Court of Appeals issued rulings (“ISRS rulings”) that determined certain capital investments in 2016 through 2018 were not eligible for recovery under the ISRS. The ISRS rulings upheld appeals by the Office of Public Counsel (OPC) that contested recovery of portions of Spire Missouri’s ISRS and overturned the three prior MoPSC decisions.

Spire Missouri strongly disagrees with the ISRS rulings and plans to vigorously defend its position. On January 2, 2020, Spire Missouri submitted Applications for Transfer to the Missouri Supreme Court. The MoPSC also submitted Applications for Transfer to the Missouri Supreme Court that advanced similar positions as Spire Missouri. The submission of the Applications will stay the effectiveness of the ISRS rulings pending the outcome of the Missouri Supreme Court’s decision whether to accept these rulings for review. If the Missouri Supreme Court decides not to review the lower court rulings, the cases would be remanded to the MoPSC, who would then define its process to review the facts and evidence supporting its earlier approval and determine the appropriate process to determine the appropriate refund, if any, that may be required.

Spire Missouri has recorded an estimate of the maximum impact of the ISRS rulings based on its interpretation of the rulings and evidence available. As of September 30, 2019, Spire Missouri recorded an estimated $12.2 regulatory liability for this matter by reducing revenue for fiscal year 2019. There were two components of this provision. The first related to a $4.2 refund ordered by the ISRS rulings for amounts collected prior to the last rate case, after which recoveries of related authorized revenues became part of base rates that went into effect in April 2018. The second component related to an estimate of $8.0 for revenues associated with the June 2018 ISRS filing that was approved by the MoPSC effective October 8, 2018. In the first quarter of fiscal 2020, an additional provision of $2.1 was recorded to the regulatory liability for ISRS revenues related to customer billings recorded during the quarter under this 2018 filing, along with a $0.5 provision for interest due on the entirety of the ISRS revenues in dispute if refunded. The after-tax impact of the first quarter provisions reduced net income by $2.0, which is excluded for the net economic earnings financial measure. In future periods, Spire Missouri will evaluate the need for an adjustment to the provisions based upon new information and further developments.

Similar appeals by both the Company and OPC are with the Missouri Western District Court of Appeals for the ISRS filings in both January 2019 and July 2019.

In January 2020, legislation was introduced in both the Missouri House and Senate to clarify language in the statute governing ISRS mechanism. Specifically, the bills seek to ensure we can continue to upgrade our infrastructure, enhance its safety and reliability, and secure timely recovery of costs incurred.

As part of their annual updates for RSE, on November 25, 2019, Spire Alabama and Spire Gulf filed an increase for rate year 2020 of $5.9 and $1.6, respectively, which became effective December 1, 2019. In addition, Spire Alabama was granted authority to begin an off-system sales and capacity release sharing program similar to the program currently in place at Spire Missouri.

On November 21, 2019, the Federal Energy Regulatory Commission (FERC) issued an Order on Rehearing of its August 3, 2018 order issuing a certificate of public convenience and necessity to Spire STL Pipeline LLC. In the Order on Rehearing, the FERC dismissed or denied the outstanding requests for rehearing filed by several parties, dismissed the request for stay filed by one party and noted the withdrawal of the request for rehearing by another party. On January 21, 2020, two of the rehearing parties timely filed petitions for review of the FERC’s orders with the Court of Appeals for the District of Columbia Circuit.

5. FINANCING ARRANGEMENTS AND LONG-TERM DEBT

Spire, Spire Missouri and Spire Alabama have a syndicated revolving credit facility pursuant to a loan agreement with 11 banks, expiring October 31, 2023. 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. These sublimits may be reallocated from time to time among the three borrowers within the $975.0 aggregate commitment, with commitments fees applied for each borrower relative to its credit rating. Spire may use its line to provide for the funding needs of various subsidiaries. The agreement also 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 December 31, 2019, total debt was 55% of total capitalization for the consolidated Company, 50% for Spire Missouri, and 41% for Spire Alabama. There were no borrowings against this credit facility as of December 31, 2019, September 30, 2019, or December 31, 2018.

Spire has a commercial paper program (“CP Program”) pursuant to which Spire may issue short-term, unsecured commercial paper notes. Amounts available under the CP 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 CP Program at any time not to exceed $975.0. The notes may have maturities of up to 365 days from date of issue.

Information about Spire’s consolidated short-term borrowings and about Spire Missouri’s and Spire Alabama’s borrowings from Spire is presented in the following table. As of December 31, 2019, $373.2 of Spire’s short-term borrowings were used to support lending to the Utilities.

	Spire CP Program Borrowings	Spire Missouri Borrowings from Spire	Spire Alabama Borrowings from Spire
Three Months Ended December 31, 2019
Weighted average borrowings outstanding	$727.7	$331.1	$115.0
Weighted average interest rate	2.2%	2.2%	2.2%
Range of borrowings outstanding	$510.9 – $856.6	$239.4 – $429.5	$43.8 – $161.3
As of December 31, 2019
Borrowings outstanding	$518.9	$288.1	$67.1
Weighted average interest rate	2.1%	2.1%	2.1%
As of September 30, 2019
Borrowings outstanding	$743.2	$386.4	$128.7
Weighted average interest rate	2.3%	2.3%	2.3%
As of December 31, 2018
Borrowings outstanding	$626.1	$308.0	$164.2
Weighted average interest rate	3.1%	3.1%	3.1%

The long-term debt agreements of Spire, Spire Missouri and Spire Alabama contain customary covenants and default provisions. As of December 31, 2019, there were no events of default under these covenants.

Interest expense shown on Spire’s consolidated statements of income and Spire Missouri’s statements of comprehensive income is net of the capitalized interest amounts shown in the following table.

	Three Months Ended December 31,
	2019		2018
Spire	$	2.2	$	1.2
Spire Missouri		0.3		0.5
Spire Alabama		0.6		—

On November 12, 2019, Spire Missouri issued and sold to certain institutional purchasers in a private placement $275.0 of 2.84% first mortgage bonds due November 15, 2029. Interest is payable semi-annually. The bonds are secured by a mortgage and deed of trust and rank equal in right to payment with all Spire Missouri’s other first mortgage bonds. Spire Missouri used the proceeds to repay its $100.0 floating-rate note and for other general corporate purposes.

On December 2, 2019, Spire Alabama issued and sold to certain institutional investors in a private placement $100.0 of 2.88% Series 2019B Senior Notes due December 1, 2029. Interest is payable semi-annually. The notes are senior unsecured obligations of Spire Alabama and rank equal in right to payment with all its other senior unsecured indebtedness. Spire Alabama used the proceeds to repay short-term debt and for general corporate purposes.

On December 23, 2019, Spire STL Pipeline issued and sold notes to certain institutional investors in a $135.0 private placement. Interest is payable semi-annually at 2.95%, and principal repayment is scheduled annually in accordance with a 15-year amortization schedule with an average life of 9.2 years. Proceeds were used to repay short-term debt.

6. 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 December 31, 2019, September 30, 2019, or December 31, 2018.

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 7, 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 December 31, 2019
Cash and cash equivalents	$	21.5	$	21.5	$	21.5	$	—
Notes payable		518.9		518.9		—		518.9
Long-term debt, including current portion		2,529.7		2,765.9		—		2,765.9
As of September 30, 2019
Cash and cash equivalents	$	5.8	$	5.8	$	5.8	$	—
Notes payable		743.2		743.2		—		743.2
Long-term debt, including current portion		2,122.6		2,373.4		—		2,373.4
As of December 31, 2018
Cash and cash equivalents	$	8.4	$	8.4	$	8.4	$	—
Notes payable		626.1		626.1		—		626.1
Long-term debt, including current portion		2,167.0		2,133.9		—		2,133.9

Spire Missouri
As of December 31, 2019
Cash and cash equivalents	$	9.3	$	9.3	$	9.3	$	—
Notes payable – associated companies		288.1		288.1		—		288.1
Long-term debt		1,098.6		1,234.9		—		1,234.9
As of September 30, 2019
Cash and cash equivalents	$	2.6	$	2.6	$	2.6	$	—
Notes payable – associated companies		386.4		386.4		—		386.4
Long-term debt		925.0		1,065.2		—		1,065.2
As of December 31, 2018
Cash and cash equivalents	$	4.9	$	4.9	$	4.9	$	—
Notes payable – associated companies		308.0		308.0		—		308.0
Long-term debt, including current portion		974.5		997.3		—		997.3

Spire Alabama
As of December 31, 2019
Notes payable – associated companies	$	67.1	$	67.1	$	—	$	67.1
Long-term debt, including current portion		511.7		572.8		—		572.8
As of September 30, 2019
Notes payable – associated companies	$	128.7	$	128.7	$	—	$	128.7
Long-term debt, including current portion		412.2		474.8		—		474.8
As of December 31, 2018
Notes payable – associated companies	$	164.2	$	164.2	$	—	$	164.2
Long-term debt		322.6		311.3		—		311.3

7. 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.

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. 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 December 31, 2019, September 30, 2019, and December 31, 2018, 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 December 31, 2019
ASSETS
Gas Utility:
U.S. stock/bond mutual funds	$	21.2	$	—	$	—	$	—		$	21.2
Gas Marketing:
NYMEX/ICE natural gas contracts		0.6		4.9		—		(5.3	)		0.2
Natural gas commodity contracts		—		20.6		—		(4.4	)		16.2
Other:
U.S. stock/bond mutual funds		16.6		—		—		—			16.6
Total	$	38.4	$	25.5	$	—	$	(9.7	)	$	54.2
LIABILITIES
Gas Utility:
NYMEX/ICE natural gas contracts	$	16.0	$	—	$	—	$	(16.0	)	$	—
Gas Marketing:
NYMEX/ICE natural gas contracts		0.4		8.0		—		(8.4	)		—
Natural gas commodity contracts		—		19.5		1.5		(4.4	)		16.6
Other:
Interest rate swaps		—		24.5		—		—			24.5
Total	$	16.4	$	52.0	$	1.5	$	(28.8	)	$	41.1

	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, 2019
ASSETS
Gas Utility:
U.S. stock/bond mutual funds	$	20.5	$	—	$	—	$	—		$	20.5
Gas Marketing:
NYMEX/ICE natural gas contracts		0.9		6.5		—		(6.9	)		0.5
Natural gas commodity contracts		—		16.8		—		(2.5	)		14.3
Other:
U.S. stock/bond mutual funds		15.5		—		—		—			15.5
Total	$	36.9	$	23.3	$	—	$	(9.4	)	$	50.8
LIABILITIES
Gas Utility:
NYMEX/ICE natural gas contracts	$	12.3	$	—	$	—	$	(12.3	)	$	—
Gas Marketing:
NYMEX/ICE natural gas contracts		0.4		8.5		—		(8.9	)		—
Natural gas commodity contracts		—		13.8		0.1		(2.5	)		11.4
Other:
Interest rate swaps		—		43.4		—		—			43.4
Total	$	12.7	$	65.7	$	0.1	$	(23.7	)	$	54.8

As of December 31, 2018
ASSETS
Gas Utility:
U.S. stock/bond mutual funds	$	18.3	$	—	$	—	$	—		$	18.3
NYMEX/ICE natural gas contracts		1.2		—		—		(1.2	)		—
Gas Marketing:
NYMEX/ICE natural gas contracts		0.2		11.9		—		(9.3	)		2.8
Natural gas commodity contracts		—		30.8		—		(8.3	)		22.5
Other:
U.S. stock/bond mutual funds		12.5		—		—		—			12.5
Total	$	32.2	$	42.7	$	—	$	(18.8	)	$	56.1
LIABILITIES
Gas Utility:
NYMEX/ICE natural gas contracts	$	0.9	$	—	$	—	$	(0.9	)	$	—
Gas Marketing:
NYMEX/ICE natural gas contracts		0.6		8.8		—		(9.4	)		—
Natural gas commodity contracts		—		25.1		0.3		(8.3	)		17.1
Other:
Interest rate swaps		—		7.5		—		—			7.5
Total	$	1.5	$	41.4	$	0.3	$	(18.6	)	$	24.6

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 December 31, 2019
ASSETS
U.S. stock/bond mutual funds	$	21.2	$	—	$	—	$	—		$	21.2
LIABILITIES
NYMEX/ICE natural gas contracts	$	16.0	$	—	$	—	$	(16.0	)	$	—

As of September 30, 2019
ASSETS
U.S. stock/bond mutual funds	$	20.5	$	—	$	—	$	—		$	20.5
LIABILITIES
NYMEX/ICE natural gas contracts	$	12.3	$	—	$	—	$	(12.3	)	$	—

As of December 31, 2018
ASSETS
U.S. stock/bond mutual funds	$	18.3	$	—	$	—	$	—		$	18.3
NYMEX/ICE natural gas contracts		1.2		—		—		(1.2	)		—
Total	$	19.5	$	—	$	—	$	(1.2	)	$	18.3
LIABILITIES
NYMEX/ICE natural gas contracts	$	0.9	$	—	$	—	$	(0.9	)	$	—

Spire Alabama

Spire Alabama occasionally utilizes a gasoline derivative program to stabilize the cost of fuel used in operations. As of December 31, 2019, September 30, 2018, and December 31, 2018, Spire Alabama had no outstanding derivative contracts.

8. CONCENTRATIONS OF CREDIT RISK

Spire’s Gas Utility segment serves 1.7 million customers in three states across multiple rate classes resulting in a significant amount of revenue diversity. Credit risk is mitigated by the high percentage of residential customers as well as the geographic diversity of the Utilities, though customers for each Utility are concentrated in a single state.

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 guaranties. 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 $20.9 at December 31, 2019 ($11.7 reflecting netting arrangements). Spire Marketing’s accounts receivable attributable to utility companies and their marketing affiliates totaled $84.2 at December 31, 2019 ($75.4 reflecting netting arrangements).

Spire Marketing also has concentrations of credit risk with pipeline companies associated with its natural gas receivable and with certain individually significant counterparties. At December 31, 2019, the amounts included in accounts receivable from its five largest counterparties (in terms of net accounts receivable exposure) totaled $33.6 ($30.7 reflecting netting arrangements). Of these five counterparties, two are investment-grade rated utilities. Of the three that are not rated, one has its outstanding credit guaranteed by a creditworthy subsidiary of an investment-grade rated company, another is not rated but each of its owners is investment-grade, and the third has its outstanding credit supported by a parental guaranty.

9. 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 U.S. 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 U.S. equities with varying strategies, global equities, alternative investments, and fixed income investments.

The net periodic pension cost included the following components:

	Three Months Ended December 31,
	2019			2018
Spire
Service cost – benefits earned during the period	$	5.5		$	4.8
Interest cost on projected benefit obligation*		5.9			7.1
Expected return on plan assets*		(9.2	)		(9.1	)
Amortization of prior service credit*		(0.6	)		(0.3	)
Amortization of actuarial loss*		3.7			2.3
Subtotal		5.3			4.8
Regulatory adjustment		9.6			9.9
Net pension cost	$	14.9		$	14.7

Spire Missouri
Service cost – benefits earned during the period	$	3.8		$	3.1
Interest cost on projected benefit obligation*		4.2			5.0
Expected return on plan assets*		(6.6	)		(6.4	)
Amortization of prior service cost*		—			0.2
Amortization of actuarial loss*		2.9			2.1
Subtotal		4.3			4.0
Regulatory adjustment		7.7			8.0
Net pension cost	$	12.0		$	12.0

Spire Alabama
Service cost – benefits earned during the period	$	1.5		$	1.5
Interest cost on projected benefit obligation*		1.2			1.5
Expected return on plan assets*		(1.7	)		(1.8	)
Amortization of prior service credit*		(0.6	)		(0.4	)
Amortization of actuarial loss*		0.8			0.2
Subtotal		1.2			1.0
Regulatory adjustment		1.7			1.7
Net pension cost	$	2.9		$	2.7

* Denotes pension expense line items that are recorded below the operating income line in the income statements, in the line item “Other Income (Expense), Net.”

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. For the first quarter of both fiscal 2020 and fiscal 2019, no pension plans met the criteria for settlement recognition.

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 2020 contributions to Spire Missouri’s pension plans through December 31, 2019 were $4.1 to the qualified trusts and none to non-qualified plans. There were $1.6 of fiscal 2020 contributions to the Spire Alabama pension plans through December 31, 2019.

Contributions to the qualified trusts of the Missouri Utilities’ pension plans for the remainder of fiscal 2020 are anticipated to be $24.9. Contributions to Spire Alabama’s pension plans are expected to be $11.5 for the remainder of fiscal 2020.

Other 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 December 31,
	2019			2018
Spire
Service cost – benefits earned during the period	$	1.4		$	1.9
Interest cost on accumulated postretirement benefit obligation*		1.6			2.3
Expected return on plan assets*		(4.1	)		(4.1	)
Amortization of prior service credit*		(0.2	)		—
Amortization of actuarial gain*		(0.5	)		(0.1	)
Subtotal		(1.8	)		—
Regulatory adjustment		4.0			2.4
Net postretirement benefit cost	$	2.2		$	2.4

Spire Missouri
Service cost – benefits earned during the period	$	1.3		$	1.7
Interest cost on accumulated postretirement benefit obligation*		1.2			1.7
Expected return on plan assets*		(2.8	)		(2.8	)
Amortization of prior service (credit) cost*		(0.1	)		0.1
Amortization of actuarial gain*		(0.5	)		(0.1	)
Subtotal		(0.9	)		0.6
Regulatory adjustment		4.4			2.9
Net postretirement benefit cost	$	3.5		$	3.5

Spire Alabama
Service cost – benefits earned during the period	$	0.1		$	0.1
Interest cost on accumulated postretirement benefit obligation*		0.3			0.5
Expected return on plan assets*		(1.2	)		(1.2	)
Amortization of prior service credit*		(0.1	)		(0.1	)
Subtotal		(0.9	)		(0.7	)
Regulatory adjustment		(0.4	)		(0.5	)
Net postretirement benefit income	$	(1.3	)	$	(1.2	)

* Denotes other postretirement expense line items that are recorded below the operating income line in the income statements, in the line item “Other Income (Expense), Net.”

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 no contributions to the postretirement plans through December 31, 2019 for the Missouri Utilities or Spire Alabama, and none are expected to be required for the remainder of the fiscal year.

10. 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, a subsidiary of Spire which has constructed and, as of November 2019, operates a 65-mile FERC-regulated pipeline to deliver natural gas into eastern Missouri;

•

Spire Storage, a subsidiary of Spire providing physical natural gas storage services; and

•

Spire’s subsidiaries engaged in the operation of a propane pipeline, the 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 and Spire Alabama, 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 after-tax 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 2020, this includes provisions for the ISRS rulings discussed in Note 4, Regulatory Matters.

	Gas Utility		Gas Marketing		Other			Eliminations			Consolidated
Three Months Ended December 31, 2019
Operating Revenues:
Revenues from external customers	$	530.6	$	32.3	$	4.0		$	—		$	566.9
Intersegment revenues		0.1		—		7.1			(7.2	)		—
Total Operating Revenues		530.7		32.3		11.1			(7.2	)		566.9
Operating Expenses:
Gas Utility
Natural and propane gas		241.5		—		—			(26.9	)		214.6
Operation and maintenance		108.6		—		—			(2.6	)		106.0
Depreciation and amortization		46.4		—		—			—			46.4
Taxes, other than income taxes		37.9		—		—			—			37.9
Total Gas Utility Operating Expenses		434.4		—		—			(29.5	)		404.9
Gas Marketing and Other		—		27.9		9.5			22.3			59.7
Total Operating Expenses		434.4		27.9		9.5			(7.2	)		464.6
Operating Income	$	96.3	$	4.4	$	1.6		$	—		$	102.3
Net Economic Earnings (Loss)	$	69.1	$	6.1	$	(3.4	)	$	—		$	71.8

	Gas Utility		Gas Marketing		Other			Eliminations			Consolidated
Three Months Ended December 31, 2018
Operating Revenues:
Revenues from external customers	$	573.8	$	25.8	$	2.4		$	—		$	602.0
Intersegment revenues		1.4		—		3.0			(4.4	)		—
Total Operating Revenues		575.2		25.8		5.4			(4.4	)		602.0
Operating Expenses:
Gas Utility
Natural and propane gas		291.8		—		—			(40.1	)		251.7
Operation and maintenance		104.9		—		—			(2.4	)		102.5
Depreciation and amortization		43.7		—		—			—			43.7
Taxes, other than income taxes		39.2		—		—			—			39.2
Total Gas Utility Operating Expenses		479.6		—		—			(42.5	)		437.1
Gas Marketing and Other		—		13.3		8.4			38.1			59.8
Total Operating Expenses		479.6		13.3		8.4			(4.4	)		496.9
Operating Income (Loss)	$	95.6	$	12.5	$	(3.0	)	$	—		$	105.1
Net Economic Earnings (Loss)	$	66.4	$	8.3	$	(8.8	)	$	—		$	65.9

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

	December 31,			September 30,			December 31,
	2019			2019			2018
Total Assets:
Gas Utility	$	6,306.0		$	6,094.6		$	5,843.7
Gas Marketing		242.7			212.3			416.7
Other		2,450.5			2,692.7			2,535.6
Eliminations		(1,038.2	)		(1,380.4	)		(1,563.8	)
Total Assets	$	7,961.0		$	7,619.2		$	7,232.2

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

	Three Months Ended December 31,
	2019			2018
Net Income	$	67.0		$	67.3
Adjustments, pre-tax:
Provision for ISRS rulings		2.6			—
Unrealized loss (gain) on energy-related derivatives		3.7			(2.2	)
Acquisition, divestiture and restructuring activities		—			0.4
Income tax effect of adjustments		(1.5	)		0.4
Net Economic Earnings	$	71.8		$	65.9

11. COMMITMENTS AND CONTINGENCIES

Commitments

The Company and the Utilities have entered into contracts with various counterparties, expiring on dates through 2032, for the storage, transportation, and supply of natural gas. Minimum payments required under the contracts in place at December 31, 2019, are estimated at $1,554.6, $690.3, and $239.3 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.

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 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 Missouri

Spire Missouri has identified three former MGP sites in the city of St. Louis, Missouri (the “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).

In conjunction with redevelopment of one of the sites, Spire Missouri and another former owner of the site entered into an agreement (the “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. To date, MDNR has not approved the agreement, so remedial investigation has not yet occurred.

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 requested more information from the EPA, some of which would 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 these MGP sites. While some of the insurers have denied coverage and reserved their rights, Spire Missouri retains the right to seek potential reimbursements from 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, Spire Missouri 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

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.

Spire

In addition to those discussed above for Spire Missouri and Spire Alabama, Spire is aware of the following contingent matter.

In February 2018, the Company was made aware of a complaint filed with the U.S. Department of Housing and Urban Development (HUD) 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.

12. LEASES

The lease agreement covering the Company’s primary office space in St. Louis extends through February 2035, with an option to renew for an additional five years. Spire Alabama currently has leased office space in two buildings in Birmingham; one lease expires in 2020 and the other extends through January 2024. The lease agreement covering Spire Marketing and Spire Storage office space in Houston extends through December 2028, with options to terminate three years earlier or to renew for an additional five years. The St. Louis and Houston renewals are reasonably certain and are included in the lease term used to determine the right-of use assets and lease liabilities. The Company and its subsidiaries have other relatively minor rental arrangements for real estate and equipment with remaining terms of up to eleven years.

Operating lease cost, cash flow and noncash information for the three months ended December 31, 2019 are shown in the following table.

	Spire		Spire Missouri		Spire Alabama
Operating lease cost, including amounts capitalized	$	2.4	$	0.2	$	1.0
Cash flow and noncash information about operating leases:
Operating cash flows representing cash paid for amounts included in the measurement of lease liabilities		2.3		0.2		1.0
Right-of-use assets obtained in exchange for lease liabilities		71.1		2.1		10.0

The following table shows balance sheet and weighted-average information about operating leases as of December 31, 2019.

	Balance sheet classification	Spire			Spire Missouri			Spire Alabama
Right-of-use assets	Deferred Charges and Other Assets: Other	$	69.3		$	1.9		$	9.0
Lease liabilities, current	Current Liabilities, Other		7.3			0.3			2.6
Lease liabilities, noncurrent	Deferred Credits and Other Liabilities: Other		61.8			1.6			6.1
Weighted-average remaining lease term		16.2 years			6.0 years			3.8 years
Weighted-average discount rate			4.1	%		2.5	%		2.2	%

Following is a maturity analysis by fiscal year for operating lease liabilities as of December 31, 2019.

	Spire			Spire Missouri			Spire Alabama
Remainder of 2020	$	5.6		$	0.2		$	2.1
2021		7.2			0.4			2.1
2022		7.2			0.4			2.1
2023		7.2			0.3			2.1
2024		5.8			0.3			0.7
2025		5.1			0.3			—
Thereafter		58.4			0.2			—
Total undiscounted lease payments		96.5			2.1			9.1
Less present value discount		(27.4	)		(0.2	)		(0.4	)
Total current and noncurrent lease liabilities	$	69.1		$	1.9		$	8.7

As of September 30, 2019, the annual minimum rental commitments for operating leases (under ASC 840) were as follows.

	2020		2021		2022		2023		2024		Later		Total
Spire	$	8.2	$	7.0	$	6.8	$	6.1	$	4.8	$	36.5	$	69.4
Spire Missouri		0.5		0.2		—		—		—		—		0.7
Spire Alabama		2.9		2.1		2.1		2.1		0.7		—		9.9

There are no significant finance leases, short-term leases, subleases, variable lease payments, residual value guarantees, restrictions or covenants pertaining to leases.

The Company elected, for all asset classes, not to recognize right-of-use assets and lease liabilities for short-term leases. Instead, the lease payments are recognized in profit or loss on a straight-line basis over the lease term and variable lease payments are recognized in the period in which the obligation for those payments is incurred. The Company elected, for all asset classes, not to separate nonlease components from lease components and instead to account for each separate lease component and the nonlease components associated with that lease component as a single lease component.

The discount rate used for all the leases is the applicable incremental borrowing rate, which is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. For a subsidiary lessee, the rate applicable to the subsidiary is used unless the lease terms are influenced by parent credit.

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. (the “Company”), Spire Missouri Inc., and Spire Alabama Inc. Spire Missouri, Spire Alabama and 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 and 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,” “target,” 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 or outcomes 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, and the impact 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;

•

Acquisitions may not achieve their intended results;

•

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,

▪

capital structures established for rate-setting purposes,

▪

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;

•

Energy commodity market conditions;

•

Discovery of material weakness in internal controls;

•

The disruption, failure or malfunction of our operational and information technology systems, including due to cyberattacks; and

•

Employee workforce issues, including but not limited to labor disputes, the inability to attract and retain key talent, and future wage and employee benefit costs, including costs resulting from changes in discount rates and returns on benefit plan assets.

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, 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. Due to the seasonal nature of the Utilities’ business and the Spire Missouri rate design, earnings of Spire and each of the Utilities 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 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 purchases natural gas in the wholesale market from producers and marketers and ships the gas through interstate pipelines into its own distribution facilities for sale to residential, commercial and industrial customers. Spire Missouri also transports gas through its distribution system for certain larger customers who buy their own gas on the wholesale market. Spire Missouri delivers natural gas to 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 and is regulated by the APSC. 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 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 approximately 100,000 customers in southern Alabama and south-central Mississippi. Spire Gulf is regulated by the APSC, and Spire Mississippi is regulated by the MSPSC.

Gas Marketing

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 central and southern U.S. It holds firm transportation and storage contracts in order to effectively manage its transactions with counterparties, which primarily include producers, municipalities, electric and gas utility companies, and large commercial and industrial customers.

Other

Other components of the Company’s consolidated information include:

•

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

•

Spire STL Pipeline LLC (“Spire STL Pipeline”) and Spire Storage West LLC (“Spire Storage”), described below; and

•

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

Spire STL Pipeline is a wholly owned subsidiary of Spire which owns and operates a 65-mile pipeline connecting the Rockies Express Pipeline in Scott County, Illinois, to delivery points in St. Louis County, Missouri, including Spire Missouri’s storage facility. The pipeline is under the jurisdiction of the Federal Energy Regulatory Commission (FERC) and is capable of delivering up to 4 million therms per day of natural gas into eastern Missouri. Spire Missouri is the foundation shipper with a contractual commitment of 3.5 million therms per day. The pipeline was primarily constructed during fiscal 2019. In November 2019, Spire STL Pipeline received final authorization from the FERC and placed the pipeline into service.

Spire Storage is engaged in the storage of natural gas in the Western region of the United States. The facility consists of two storage fields operating under one FERC market-based rate tariff. We continue to analyze the fields’ capacity and injection/withdrawal capabilities as we invest to ensure reliable operations for this winter and improve profitability. Future development of Spire Storage would entail additional investments to increase injection, withdrawal and storage capacity and enhance connectivity within the facilities and with interconnected interstate pipelines.

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). Spire, Spire Missouri and Spire Alabama 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 the quarter ended December 31, 2019, this included a provision for refunds to customers of amounts collected under MoPSC-approved orders as a result of the November 2019 Infrastructure System Replacement Surcharge (ISRS) rulings discussed in Note 4, Regulatory Matters, of the Notes to Financial Statements in Item 1. 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:

changes in the fair values of physical and/or financial derivatives prior to the period of settlement; and

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 net realizable value 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 Spire’s Utilities and its other gas-related 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 PGA clauses or GSA riders. 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, 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 DECEMBER 31, 2019

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 Common Share**
Three Months Ended December 31, 2019
Net Income (Loss) [GAAP]	$	67.1		$	3.3		$	(3.4	)	$	67.0		$	1.24
Adjustments, pre-tax:
Provision for ISRS rulings		2.6			—			—			2.6			0.05
Unrealized loss on energy-related derivatives		—			3.7			—			3.7			0.07
Income tax effect of adjustments*		(0.6	)		(0.9	)		—			(1.5	)		(0.03	)
Net Economic Earnings (Loss) [Non-GAAP]	$	69.1		$	6.1		$	(3.4	)	$	71.8		$	1.33

Three Months Ended December 31, 2018
Net Income (Loss) [GAAP]	$	66.4		$	10.0		$	(9.1	)	$	67.3		$	1.32
Adjustments, pre-tax:
Unrealized gain on energy-related derivatives		—			(2.2	)		—			(2.2	)		(0.04	)
Acquisition, divestiture and restructuring activities		—			—			0.4			0.4			0.01
Income tax effect of adjustments*		—			0.5			(0.1	)		0.4			0.01
Net Economic Earnings (Loss) [Non-GAAP]	$	66.4		$	8.3		$	(8.8	)	$	65.9		$	1.30

*	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, which includes reductions for cumulative preferred dividends and participating shares.

Note: In the following discussion, all references to earnings (loss) per share and net economic earnings per share refer to earnings (loss) per common share and net economic earnings per common share.

Consolidated

Spire had net income of $67.0 for the three months ended December 31, 2019, compared with net income of $67.3 for the three months ended December 31, 2018. Basic and diluted earnings per share for the three months ended December 31, 2019 were $1.24, compared with basic earnings per share of $1.33 and diluted earnings per share of $1.32 for the three months ended December 31, 2018. Net income was flat versus the prior-year period, reflecting a $6.7 decrease in the Gas Marketing segment, mostly offset by a $5.7 lower loss in Other and slightly higher earnings in the Gas Utility segment. The Gas Marketing decrease represents a $5.9 ($4.5 after-tax) decline related to derivative activity and fair value measurements, combined with lower contribution margin. Other benefited from STL Pipeline coming online in the current quarter, combined with a smaller loss from Spire Storage, and lower interest expense. Gas Utility net income growth was negatively impacted by the $2.0 after-tax provision booked for the ISRS rulings provision in the current quarter.

Spire’s net economic earnings were $71.8 ($1.33 per diluted share) for the three months ended December 31, 2019, an increase of $5.9 from the $65.9 ($1.30 per diluted share) reported for the same period in the prior year. For the current quarter both net income per share and net economic earnings per share were reduced by approximately $0.07 per share due to dividends earned from the $250.0 in preferred shares that were issued in May 2019. Dividends on cumulative preferred shares are deducted from net income in the calculation of earnings per common share.

The principal drivers of the increase in net economic earnings were the $5.4 and $2.7 increases from Other and Gas Utility, respectively, partly offset by a $2.2 decrease in Gas Marketing, as reflected in the table. These impacts are described in further detail below.

Gas Utility

For the three months ended December 31, 2019, net economic earnings for the Gas Utility segment increased $2.7 from the first quarter of the prior year, primarily due to a $2.9 increase at Spire Alabama. The increase at Spire Alabama was primarily driven by higher contribution margins, partly offset by higher operating and maintenance (“O&M”) expenses and depreciation. Net economic earnings at Spire Missouri were essentially flat versus the prior-year quarter, as warmer weather restrained contribution margin and both O&M and depreciation expenses trended higher in the current year. These impacts are discussed in further detail below.

Gas Marketing

For the three months ended December 31, 2019, net economic earnings for the Gas Marketing segment were $6.1, a decrease of $2.2 compared with the first quarter of the prior year. The decrease in the current-year period was primarily driven by the increased costs of incremental transportation capacity and narrower basis differentials in the market, partly offset by the higher volumes from our continued business expansion.

Other

For the three months ended December 31, 2019, net economic loss for Other decreased $5.4 compared with the first quarter last year. This decrease reflects a $2.3 earnings increase due to the Spire STL Pipeline being completed and coming online during this quarter, a $0.7 lower loss associated with Spire Storage and lower interest expense due to lower net debt levels and slightly favorable short-term rates.

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 December 31, 2019
Operating Income [GAAP]	$	96.3		$	4.4	$	1.6		$	—		$	102.3
Operation and maintenance expenses		108.6			3.1		7.9			(3.0	)		116.6
Depreciation and amortization		46.4			—		1.1			—			47.5
Taxes, other than income taxes		37.9			0.3		0.4			—			38.6
Less: Gross receipts tax expense		(24.6	)		—		—			—			(24.6	)
Contribution Margin [Non-GAAP]		264.6			7.8		11.0			(3.0	)		280.4
Natural and propane gas costs		241.5			24.5		0.1			(4.2	)		261.9
Gross receipts tax expense		24.6			—		—			—			24.6
Operating Revenues	$	530.7		$	32.3	$	11.1		$	(7.2	)	$	566.9

Three Months Ended December 31, 2018
Operating Income (Loss) [GAAP]	$	95.6		$	12.5	$	(3.0	)	$	—		$	105.1
Operation and maintenance expenses		104.9			2.6		7.4			(2.7	)		112.2
Depreciation and amortization		43.7			—		0.5			—			44.2
Taxes, other than income taxes		39.2			0.2		0.4			—			39.8
Less: Gross receipts tax expense		(25.9	)		—		—			—			(25.9	)
Contribution Margin [Non-GAAP]		257.5			15.3		5.3			(2.7	)		275.4
Natural and propane gas costs		291.8			10.5		0.1			(1.7	)		300.7
Gross receipts tax expense		25.9			—		—			—			25.9
Operating Revenues	$	575.2		$	25.8	$	5.4		$	(4.4	)	$	602.0

Consolidated

As shown in the table above, Spire reported operating revenue of $566.9 for the three months ended December 31, 2019, a decrease of $35.1 compared with the same period in the prior year. This decrease was due to a $44.5 reduction in the Gas Utility segment, which was partly offset by a $6.5 increase in Gas Marketing and a $5.7 increase in Other. Spire’s contribution margin increased $5.0 compared with last year, as increases in the Gas Utility segment of $7.1 and $5.7 for Other were partly offset by a $7.5 decrease in the Gas Marketing segment. Depreciation and amortization expenses were up $2.7 in the Gas Utility segment, reflecting the higher overall capital investments across all utilities. Gas Utility O&M expenses in the quarter were $3.7 higher than the prior-year quarter, primarily driven by a $2.2 increase in field distribution and maintenance expense and an increase in bad debt expense. These impacts are described in further detail below.

Gas Utility

Operating Revenues – Gas Utility operating revenues for the three months ended December 31, 2019, were $530.7, or $44.5 lower than the same period in the prior year. The decrease in Gas Utility operating revenues was attributable to the following factors:

Spire Missouri and Spire Alabama – Lower PGA/GSA cost recoveries	$	(26.2	)
Spire Missouri and Spire Alabama – Volumetric usage (net of weather mitigation)		(23.3	)
Spire Missouri and Spire Alabama – Off-system sales and capacity release, net		(5.3	)
Spire Alabama – RSE: Giveback		4.1
Spire Alabama – RSE: Annual rate renewal		2.8
Spire Missouri – ISRS, net of ISRS rulings provision		2.2
All other factors		1.2
Total Variation	$	(44.5	)

The decrease in revenues was primarily driven by lower gas cost recoveries, lower volumetric usage, and lower off-system sales at Spire Missouri that were partly offset by the commencement of off-system sales in the quarter by Spire Alabama. These negative impacts were only partly offset by the favorable $4.1 RSE adjustment and $2.8 RSE annual rate renewal at Spire Alabama, combined with Spire Missouri’s net ISRS revenues (after recording provision for ISRS rulings).

Contribution Margin – Gas Utility contribution margin was $264.6 for the three months ended December 31, 2019, a $7.1 increase over the same period in the prior year. The increase was attributable to the following factors:

Spire Alabama – RSE: Giveback	$	3.9
Spire Alabama – RSE: Annual rate renewal		2.5
Spire Missouri – ISRS, net of ISRS rulings provision		2.2
All other factors		2.3
Spire Missouri and Spire Alabama – Volumetric usage (net of weather mitigation)		(3.8	)
Total Variation	$	7.1

The increase in contribution margin was primarily attributable to a prior-year RSE adjustment of $3.9, in conjunction with a $2.5 increase due to RSE annual rate renewal at Spire Alabama, combined with Spire Missouri’s net ISRS amounts (after recording provision for ISRS rulings), partly offset by volumetric usage net of weather mitigation.

Operating Expenses – O&M expenses for the three months ended December 31, 2019 were $3.7 higher than the same period in the prior year primarily driven by higher field distribution, maintenance, and bad debt expense. The increase reflects a $2.4 increase at Spire Missouri, combined with a $0.8 increase at Spire Alabama. Depreciation and amortization expenses for the three months ended December 31, 2019 were $2.7 higher than the same period in the prior year primarily driven by higher levels of capital expenditures across all the Utilities.

Gas Marketing

Operating Revenues – Operating revenues increased $6.5 versus the prior-year period as higher volumetric gas sales were partly offset by the impact of lower general pricing this quarter versus the prior year quarter. Average pricing for the three months ended December 31, 2019, was approximately $2.25/MMBtu versus approximately $3.51/MMBtu for the quarter ended December 31, 2018.

Contribution Margin – Gas Marketing contribution margin during the three months ended December 31, 2019 decreased $7.5 from the same period in the prior year, largely reflecting a $5.9 ($4.5 after-tax) decline in derivative activity and fair value measurements excluded from net economic earnings. Excluding these losses, margins decreased by $1.6 from the prior year, as higher volumes associated with the segment’s business expansion were offset by the costs of incremental transportation capacity and the impact of lower basis differentials.

Interest Charges

Consolidated interest charges during the three months ended December 31, 2019, increased by $0.8 from the same period in the prior year. The increase was primarily driven by net long-term debt issuances at the Gas Utilities and Spire STL Pipeline and higher average levels of short-term borrowings that were partly offset by lower short-term rates. For the three months ended December 31, 2019 and 2018, average short-term borrowings were $727.7 and $622.9, respectively, and the average interest rates on these borrowings were 2.2% and 2.7%, respectively.

Income Taxes

Consolidated income tax for the three months ended December 31, 2019 versus the same period in the prior year reflects slightly lower effective tax rates in the current year quarter versus the prior year, along with the change in pre-tax income.

Spire Missouri

	Three Months Ended December 31,
	2019			2018
Operating Income [GAAP]	$	67.0		$	71.4
Operation and maintenance expenses		65.5			63.1
Depreciation and amortization		29.0			27.2
Taxes, other than income taxes		26.7			28.1
Less: Gross receipts tax expense		(17.2	)		(18.5	)
Contribution Margin [Non-GAAP]		171.0			171.3
Natural and propane gas costs		185.8			223.4
Gross receipts tax expense		17.2			18.5
Operating Revenues	$	374.0		$	413.2
Net Income	$	48.0		$	51.2

Operating revenues for the three months ended December 31, 2019, decreased $39.2 from the same period in the prior year primarily due to $23.3 lower gas cost recoveries and an $11.7 decrease in volumetric usage (net of weather mitigation) resulting from warmer weather in the current year quarter. A further $5.7 reduction was attributable to lower off-system sales in the current year versus the prior-year quarter. A net increase (after ISRS ruling provision of $2.1) of ISRS revenues totaling $2.2 only partly offset these negative impacts. Contribution margin for the three months ended December 31, 2019, decreased $0.3 from the same period in the prior year, largely due to the lower volumetric usage of $2.7, partly offset by ISRS amounts mentioned above.

O&M expenses for the three months ended December 31, 2019 increased $2.4 primarily due to higher field distribution costs and bad debt expense. Depreciation and amortization increased $1.8 in the current quarter versus the prior-year quarter due to higher capital investments.

Degree days in Spire Missouri’s service areas during the three months ended December 31, 2019, were 3% colder than normal but 6% warmer than the same period last year, resulting in lower usage on a year-over-year comparative basis. The Missouri Utilities’ total system therms sold and transported were 556.1 million for the three months ended December 31, 2019, compared with 589.0 million for the same period in the prior year. Total off-system therms sold and transported were 8.7 million for the three months ended December 31, 2019, compared with 23.1 million for the same period last year.

Resulting net income for the quarter ended December 31, 2019 decreased $3.2 versus the prior-year quarter.

Spire Alabama

	Three Months Ended December 31,
	2019			2018
Operating Income [GAAP]	$	20.9		$	17.1
Operation and maintenance expenses		35.2			34.4
Depreciation and amortization		14.3			13.6
Taxes, other than income taxes		8.8			8.9
Less: Gross receipts tax expense		(6.2	)		(6.3	)
Contribution Margin [Non-GAAP]		73.0			67.7
Natural and propane gas costs		47.0			59.5
Gross receipts tax expense		6.2			6.3
Operating Revenues	$	126.2		$	133.5
Net Income	$	13.2		$	10.3

Operating revenues for the three months ended December 31, 2019, decreased $7.3 from the same period in the prior year. The change in operating revenue was driven principally by lower current-year volumetric usage impacts of $11.6, and a $2.9 decrease in gas cost recoveries versus the prior year, offset by a prior-year RSE adjustment of $4.1 that did not repeat and $2.8 due to the RSE annual rate renewal. Contribution margin increased $5.3, primarily due to $3.9 attributable to the RSE adjustment and $2.5 to the RSE annual rate renewal more than offsetting weather-related impacts.

O&M expenses for the three months ended December 31, 2019 increased only $0.8 versus the prior-year quarter. Depreciation and amortization expenses for the three months ended December 31, 2019, were $0.7 higher than the same period last year, the result of continued infrastructure investment.

For the quarter ended December 31, 2019 resulting net income increased $2.9 versus the prior-year quarter.

As measured in degree days, temperatures in Spire Alabama’s service area during the three months ended December 31, 2019 were 14% colder than normal but 16% warmer than a year ago. Spire Alabama’s total system therms sold and transported were 283.1 million for the three months ended December 31, 2019, compared with 288.2 million for the same period in the prior year.

REGULATORY MATTERS

For discussions of regulatory matters for Spire, Spire Missouri, and Spire Alabama, see Note 4, Regulatory Matters, of the Notes to Financial Statements in Item 1.

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, 2019, and include regulatory accounting, employee benefits and postretirement obligations, and income taxes. There were no significant changes to critical accounting estimates during the three months ended December 31, 2019.

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, 2019.

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.

LIQUIDITY

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.

	Three Months Ended December 31,
Cash Flow Summary	2019			2018
Net cash provided by operating activities	$	64.5		$	70.4
Net cash used in investing activities		(192.6	)		(216.2	)
Net cash provided by financing activities		143.8			132.8

For the three months ended December 31, 2019, net cash provided by operating activities decreased $5.9 from the corresponding period of fiscal 2019. The change was due principally to the timing of accounts receivable and fluctuations in working capital items, as discussed above.

For the three months ended December 31, 2019, net cash used in investing activities was $23.6 less than for the same period in the prior year, driven by a $14.5 decrease in capital expenditures and $7.9 less outflows relating to acquisition-related activity. The lower capital spending in the current year is consistent with the Company’s capital expenditure expectations and reflects more infrastructure upgrades at the Utilities, support of customer growth, new business development initiatives, partly offset by lower expenditures related to Spire Storage and the completion in the current quarter of Spire STL Pipeline. Total capital expenditures for the full fiscal year 2020 are expected to be approximately $610.

Lastly, for the three months ended December 31, 2019, net cash provided by financing activities was $143.8, versus net cash provided of $132.8 for the three months ended December 31, 2018. This change primarily reflects issuance of long-term debt of $510.0 this year versus $100.0 in the prior year, offset by a combined $387.6 higher short- and long-term borrowing repayments in the current year, and an increase in common stock and preferred stock dividends paid of $5.9 and $3.7, respectively, in the current year.

CAPITAL RESOURCES

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. Our debt is rated by two rating agencies: Standard & Poor’s Corporation (“S&P”) and Moody’s Investors Service (“Moody’s”). As of December 31, 2019, the debt ratings of the Company, Spire Missouri and Spire Alabama, shown in the following table, remain at investment grade with a stable outlook.

	S&P	Moody’s
Spire Inc. senior unsecured long-term debt	BBB+	Baa2
Spire Inc. preferred stock	BBB	Ba1
Spire Inc. short-term debt	A-2	P-2
Spire Missouri senior secured long-term debt	A	A1
Spire Alabama senior unsecured long-term debt	A-	A2

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

Cash and Cash Equivalents

Bank deposits were used to support working capital needs of the business. Spire had no temporary cash investments as of or during the three months ended December 31, 2019.

Short-term Debt

The Utilities’ short-term borrowing requirements typically peak during the colder months, while most of the Company’s other 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. For information about these resources, see Note 5, Financing Arrangements and Long-term Debt, of the Notes to Financial Statements in Item 1.

Long-term Debt and Equity

At December 31, 2019, including the current portion but excluding unamortized discounts and debt issuance costs, Spire had long-term debt totaling $2,547.0, of which $1,105.0 was issued by Spire Missouri, $515.0 was issued by Spire Alabama, and $237.0 was issued by other subsidiaries. For more information about long-term debt, see Note 5 of the Notes to Financial Statements in Item 1.

Spire Missouri was authorized by the MoPSC to issue registered securities (first mortgage bonds, unsecured debt and preferred stock), common stock, and private placement debt in an aggregate amount of up to $500.0 for financings placed any time before September 30, 2021. As of December 31, 2019, $125.0 remained available under this authorization. Spire Alabama has no standing authority to issue long-term debt and must petition the APSC for each planned issuance. On July 9, 2019, the APSC approved $100.0 of additional long-term financing, which was ultimately issued by Spire Alabama on December 2, 2019.

Spire has a shelf registration statement on Form S-3 on file with the U.S. Securities and Exchange Commission (SEC) for the issuance and sale of up to 250,000 shares of common stock under its Dividend Reinvestment and Direct Stock Purchase Plan. There were 129,609 and 125,449 shares at December 31, 2019 and January 31, 2020, respectively, remaining available for issuance under this Form S-3. Spire and Spire Missouri also have a universal shelf registration statement on Form S-3 on file with the SEC for the issuance of various equity and debt securities, which expires on May 14, 2022.

On February 6, 2019, Spire entered into an “at-the-market” equity distribution agreement, supplemented as of May 14, 2019, pursuant to which the Company may offer and sell, from time to time, shares of its common stock having an aggregate offering price of up to $150.0. Those shares are issued pursuant to Spire’s universal shelf registration statement referenced above and a prospectus supplement dated May 14, 2019. In the year ended September 30, 2019, Spire issued 179,630 shares under this program, generating $14.4 of proceeds net of issuance costs. In the quarter ended December 31, 2019, Spire did not issue shares under this program.

Including the current portion of long-term debt, the Company’s long-term consolidated capitalization at December 31, 2019 consisted of 51% equity, compared to 55% equity at September 30, 2019.

CONTRACTUAL OBLIGATIONS

During the three months ended December 31, 2019, 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, 2019.

MARKET RISK

There were no material changes in the Company’s commodity price risk or counterparty credit risk as of December 31, 2019, relative to the corresponding information provided in the Company’s Annual Report on Form 10-K as of September 30, 2018. In August 2018, Spire entered into a three-year interest rate swap with a fixed interest rate of 2.7675% and a notional amount of $100.0 to protect itself against adverse movements in interest rates on future interest rate payments. In the fourth quarter of 2019, this hedge was settled, resulting in a loss of $2.5 which is being amortized over the remaining hedged periods. During the first quarter of fiscal 2019, the Company entered into a three-year interest rate swap with a fixed interest rate of 3.250% and a notional amount of $100.0 to protect itself against adverse movements in interest rates on future interest rate payments. The Company recorded a $24.5 mark-to-market loss on this swap for the three months ended December 31, 2019.

ENVIRONMENTAL MATTERS

The Utilities and other Spire 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 Company and the Utilities may be required to incur additional costs. For information relative to environmental matters, see Contingencies in Note 11 of the Notes to Financial Statements in Item 1.

OFF-BALANCE SHEET ARRANGEMENTS

At December 31, 2019, the Company had no off-balance-sheet financing arrangements other than operating leases, surety bonds, 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.

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 December 31, 2019, 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

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

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For a description of legal proceedings, environmental matters and regulatory matters, see Note 11, Commitments and Contingencies, and Note 4, Regulatory Matters, of the Notes to Financial Statements in Item 1 of Part I.

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
October 1, 2019 – October 31, 2019		—	$—			—		—
November 1, 2019 – November 31, 2019		—		—		—		—
December 1, 2019 – December 31, 2019		37,945		77.355		—		—
Total		37,945	$77.355			—		—

Spire Missouri’s outstanding first mortgage bonds contain restrictions on its ability to pay cash dividends on its common stock. As of December 31, 2019, all of Spire Missouri’s retained earnings were free from such restrictions.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit No.		Description
4.1		Thirty-Fourth Supplemental Indenture, dated as of November 12, 2019, between Spire Missouri Inc. and UMB Bank & Trust, N.A., as trustee.
4.2*		Third Supplement to Master Note Purchase Agreement, dated as of December 2, 2019, between Spire Alabama Inc. and certain institutional investors; filed as Exhibit 4.1 to Spire Alabama’s Current Report on Form 8-K filed December 4, 2019.
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		Interactive Data Files including the following information from the Quarterly Report on Form 10-Q for the period ended December 31, 2019, formatted in inline extensible business reporting language (“Inline XBRL”): (i) Cover Page Interactive Data and (ii) the Financial Statements included in Item 1.
104		Cover Page Interactive Data File (formatted in Inline XBRL and included in the Interactive Data Files submitted under Exhibit 101).

*	Incorporated herein by reference and made a part hereof. Spire Alabama Inc. file No. 2-38960.

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:	February 5, 2020	By:	/s/ Steven P. Rasche
			Steven P. Rasche
			Executive Vice President, Chief Financial Officer
			(Authorized Signatory and Principal Financial Officer)

		Spire Missouri Inc.

Date:	February 5, 2020	By:	/s/ Timothy W. Krick
			Timothy W. Krick
			Controller and Chief Accounting Officer
			(Authorized Signatory and Chief Accounting Officer)

		Spire Alabama Inc.

Date:	February 5, 2020	By:	/s/ Timothy W. Krick
			Timothy W. Krick
			Chief Accounting Officer
			(Authorized Signatory and Chief Accounting Officer)